Haven Speedway, an original screenplay by George Houston.

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             FADE IN:

                                         ACT ONE

               EXT. HILLTOP - NORTHERN ONTARIO - SUNRISE - (SPRING 1969)      1   

               Birds can be heard singing.  The faraway silhouetted figure 
               of MITCHELL, an aboriginal male with long flowing hair, looks 
               out over a spectacular panorama of rugged countryside. He 
               speaks in native patois.

                                     MITCHELL (V.O.)
                         In the North Country, seasons play a 
                         big part in the lives of people.  
                         Winter holds this place tight.

               We approach him from behind coming closer and closer.

                                     MITCHELL (CONT'D)
                         When it finally lets go you can hear 
                         it crack. when that crack comes the 
                         otter begins to play.

               We see him gently fingering the budding leaves of a nearby 
               branch.  Lake Superior twinkles icy-blue in the distance.

                                     MITCHELL (CONT'D)
                         For the beaver, the crack is like a 
                         starting gun at a race. He builds 
                         quickly for soon the next winter 
                         will be upon him. For him there is 
                         no time to play.  Spring's a time 
                         when things change fast.  You have 
                         to keep a sharp eye out for the 
                         trickster.

               EXT. SIDE OF HIGHWAY - SUNRISE                                 2   

               A raven feeds on a piece of roadkill. He's startled into 
               flight by the brand-new GTO convertible speeding by. "Haven 
               Speedway Pace Car" is emblazoned on the side.

               INT. GTO CONVERTIBLE - SUNRISE                                 3   

               CHANCE WILSON, an overgrown adolescent of forty, races down 
               the highway, drumming at the dashboard of the car in time to 
               a tune blaring out of the car's eight track. It's "Sympathy 
               for the Devil" by the Rolling Stones. He sings along.

                                     CHANCE
                         "Please allow me to introduce myself, 
                         I'm a man of--wealth and taste."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         2.


               EXT. HILLTOP - SUNRISE                                         4   

               The raven soars into view cawing raucously overhead.  As 
               MITCHELL eyes the circling bird, the rising sun spills onto 
               his stubbled face erasing the noble profile and revealing 
               him to be a paunchy and balding middle-aged native.  

               MITCHELL takes a long pull on a joint and flicks it away.  
               As the roach arcs away and down we follow it drawing closer 
               to its glowing sparking tip of orange flame. 

               INT. STEEL MILL - MORNING                                      5   

               Bright orange molten ore slops into huge vats providing the 
               main source of light in the mill.  The mill resembles a beast; 
               a dark and filthy, loud and banging, dangerous creature, 
               very much alive.  ED, a man of medium height and build, around 
               forty,  works with intense concentration at the controls of 
               a crane, levering a now-empty ore bucket over to one side.  
               Taped to the window of the cab is a photograph of a sultry 
               dark-haired woman in her thirties.  It's a close-up shot of 
               her face and her pose is poutingly provocative. 

               ED talks to the photo and laughs.

                                     ED
                         You're giving me the lip Ellie!  
                         You're giving me the lip! 

               ED shuts the machine off and jumps down.  He yells over the 
               din to one of his co-workers that its quitting time and 
               gestures to the punch clock. 

               He makes his way along aisles of growling machinery.  Suddenly 
               An alarm horn starts blasting away.  He changes direction, 
               running over to some scaffolding.  A small cabin is perched 
               on top.  He climbs quickly to it, throws open a door.  

               Along one wall are gauges, buttons and levers.  One of the 
               gauges is dangerously in the red and a warning light flashes.   
               ED quickly throws a lever, pushes a button and in a loud 
               hiss of hydraulics and banging the gauge dips back into the 
               safe level.  

               ED climbs back down the scaffolding bumping into NORT at the 
               bottom.

                                     NORT
                         Jesus, Eddie you saved my bacon.  
                         What in hell happened.

                                     ED
                         Number five just about blew!  Where 
                         in the fuck were you?  We could'a 
                         been down for three shifts for Christ 
                         sake!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         3.


                                     NORT
                         A guys gotta take a leak sometime 
                         Eddie.

               ED looks reproachfully at him and begins walking away.  

                                     NORT (CONT'D)
                         Thanks Eddie.

               ED chuckles, waves without turning around, and makes his way 
               to the punch clock. 

               ANGLE ON: A HAND TAKES AN EMPLOYEE CARD WITH THE NAME ED 
               HEWSON PRINTED ON IT, SHOVES THE CARD INTO A TIME CLOCK AND  
               IT BANGS EXPLOSIVELY.

               EXT. MOBILE HOME - MORNING                                     6   

               ED pulls his six-year-old compact Ford up to a small mobile 
               home, gets tiredly out of the car, and enters the trailer.

               INT. MOBILE HOME - MORNING                                     7   

               ELLIE adjusts her waitress uniform in front of a small mirror. 
               She is ED's wife and the woman we've seen in the photograph 
               earlier.  ED comes over to her and they exchange a brief 
               peck.

                                     ELLIE
                         Hi Sweetie. Long night?

                                     ED
                         Same old, same old. I'm gonna fall 
                         down for a few hours. Wake me at 12?

                                     ELLIE
                         Kay. gotta go.

               ELLIE leaves the trailer. ED yells after her. 

                                     ED
                         Make sure Jody gets a start on those 
                         rocks ok? 

               EXT. SIDE OF HIGHWAY IN FRONT OF SERVICE STATION -- DAY        8   

               In the foreground a can of open white paint perches 
               precariously on a partially painted rock.

               Focusing on the background, a rusty battered 1957 Pontiac is 
               being pushed into the station. Steam belches from under the 
               hood.

               Pushing the car are JAMES And MITCHELL, two native men in 
               their twenties. Also pushing is ROBBY, a slender,slightly 
               built lad of seventeen.  At the wheel, covered in white paint, 
               sits JODY, an eight-year-old boy. He pretends he is driving.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         4.


                                     ROBBY
                         Where'd you guys get this anyway?

                                     JAMES
                         Mitchell's uncle.  Was gonna put it 
                         in the dump.  But Mitchell says 
                         there's lots of miles in her yet.

                                     ROBBY
                         Your uncle got any more cars? 

               EXT. SERVICE STATION PARKING LOT -- DAY                        9   

               A car trunk opens and a SALESMAN reaches in for a card of 
               jack-knives adorned with pictures of mounted R.C.M.P in full 
               dress.  The salesman pitches his wares to ED, now wearing 
               the uniform of service station attendant.  ED is visibly  
               impatient with the salesman's pitch.  

               In the background, the steaming Pontiac with JAMES, MITCHELL, 
               ROBBY and JODY slowly rolls up to the air pump.

                                     SALESMAN
                         Yes sir, you gotta make hay while 
                         the sun shines.  Tourista's, 
                         greenbacks, the Yankee dollar!  Now 
                         with these, you're gonna triple your 
                         investment in a week.  Now see, Yanks 
                         like to advertise.  They want somethin 
                         that says; Look at me, I been to 
                         Canada.  And when Americans think 
                         Canada, they think mounties!  If you 
                         want to sell to an American you gotta 
                         think like an American...

               He flicks a knife open and fingers the blade.

                                     SALESMAN (CONT'D)
                         See, it doubles as a handy little 
                         weapon for the young ones. Whaddaya 
                         say?

               INT. SERVICE STATION CAFE - DAY                               10   

               An Alka-Seltzer tablet drops into a glass of water and bursts 
               to life.  It's downed quickly by RED, a tall wiry man in his 
               sixties. He wears a cooks apron.  RED'S name might come from 
               either his flaming orange hair, his quick temper or his 
               perpetually inflamed stomach.  He balefully regards ED and 
               the SALESMAN out the window of the cafe. 

                                     RED
                         Cahrisssst!  It's a helluva way to 
                         make a livin.

               Through the opening of the kitchen pass-thru we see ELLIE. 
               She scrubs away at a pot, up to her elbows in dishwater. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         5.


               INT. KITCHEN - DAY                                            11   

               ELLIE pauses for a moment and wipes her brow. She pulls the 
               plug on the sink, bangs the pot over onto the drainboard and 
               quickly dries her hands. Through the pass-through she follows 
               RED'S gaze out to ED and the SALESMAN.

                                     ELLIE
                         This place is more his dream than 
                         mine. Half his paycheck goes into 
                         This "investment". God knows how I 
                         let him talk me into it.

               She reaches into a cupboard below the sink, withdraws a bottle 
               of 74 sherry and a shotglass and places it on the counter. 
               She checks to make sure RED hasn't seen her. 

               She pours herself a shot and drinks it quickly.  Closing her 
               eyes, she lets the fire of it wash over her. 

               Pulling a cigarette package out of a drawer, she lights one 
               and inhales deeply.

                                     ELLIE (CONT'D)
                         Probably his wild Irish charm, the 
                         bastard.

               RED looks over at ELLIE, confused. She eyes him expectantly. 

                                     RED
                         I meant the salesman.

                                     ELLIE
                         Oh--

               There is a loud sucking sound as the last of the dishwater 
               goes down the drain. ELLIE puts the bottle and shotglass 
               away. She stubs out the cigarette and begins tidying up. 

                                     ELLIE (CONT'D)
                         Well I hope the poor bastard isn't 
                         working on commission.

               EXT. SERVICE STATION PARKING LOT - DAY                        12   

               The SALESMAN is displaying a card of sunglasses.  JODY ambles 
               over from the Pontiac to the SALESMAN'S car. He kicks at the 
               hubcap. The SALESMAN shoots him a wary glance then returns 
               to his pitch. 

                                     SALESMAN
                         Now here's a novelty.  Sunglasses 
                         with mirrors in em.  See where you're 
                         going and where you been.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         6.


               As the SALESMAN dons the sunglasses,JODY sneaks a jack-knife 
               from the trunk unnoticed. Except by ED. ED glares at JODY 
               who puts the knife back.  

               ED firmly redirects his son's attention to his job painting 
               the dozen unpainted rocks at the edge of the parking lot.

                                     ED
                         Finish what you start, son.

               JODY reluctantly heads back to his work painting rocks.  
               Part way, (unseen by his father) he spins around to make an      *
               incredibly grotesque and revolting face at the SALESMAN and 
               runs back to the steaming Pontiac.

                                     ED (CONT'D)
                         Look, I'll take these two.  That's 
                         all I can afford right now.

               The SALESMAN starts to protest, but ED cuts him off by writing 
               out a check.  The SALESMAN packs up in disappointment. Ed 
               hauls out new tires and begins to arrange them in a display.

               EXT.  AIR PUMP - DAY                                          13   

               MITCHELL and JAMES have succeeded in clattering the car into 
               life. The hood is up.  Steam belches from the engine. 

               JODY bounces on the front bumper looking in. MITCHELL, at 
               one side of the car fiddles with the carbuerator. ROBBY, at 
               the other side, surveys the action. JAMES is at the wheel 
               grinning.

               MITCHELL moves to remove the radiator cap with a rag.

                                     ROBBY
                         Lookout shes gonna blow!

               MITCHELL grabs JODY around the waist and swings him out of 
               harms way as the cap blows off, issuing a three foot geyser 
               of scalding steam. JAMES leaps out of the car.

                                     MITCHELL
                         How's that for smoke signals, brother?

               EXT. PARKING LOT - DAY                                        14   

               The SALESMAN pulls out of the lot and ED strides quickly 
               over to the Pontiac. He grabs JODY from MITCHELL'S  arms and 
               pushes him in the direction of the rocks with a slap on the 
               bum for a head start. JODY goes reluctantly, rubbing his 
               posterior.

               A CUSTOMER, holding the hand of a small CHILD, approaches 
               ED.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     CUSTOMER
                         Excuse me, my son has to use the 
                         restroom, but the door's locked. You 
                         storing something valuable in there?

                                     CHILD (SMIRKING)
                         I told dad we should kick it in.

                                     ED
                         The key's in the cafe. Robby, go 
                         help this gentleman.

               ROBBY heads for the cafe, followed by the CUSTOMER and CHILD.

                                     ED (CONT'D)
                         Then get at those credit card slips.

               ED turns his attention to MITCHELL, JAMES, and the smoking 
               Pontiac. James is putting air into one of the tires.

                                     MITCHELL
                         Hi Ed!  Tourist season comin up, 
                         looks like.  Did you see what's going 
                         on up the road?  Kenny Jears and his 
                         boys are working on it.  They're 
                         puttin in a big donut.  James says 
                         its gonna be big.  James knows.   He 
                         seen a sign.

                                     JAMES
                         Yeah.. but lots of people see signs.  
                         The trick is knowin how to read them.

                                     MITCHELL
                         Me, I'm okay at signs.  Not as good 
                         as my brother James though.

                                     JAMES
                         Hey Ed, this air hose got a crack in 
                         it. 

                                     ED
                         So what was this sign boys?  A crow 
                         flying after sunset?  A cloud 
                         formation?  A wolf running backwards?

                                     MITCHELL (GLANCING AT JAMES)
                         No.  T'was a billboard.  There's a 
                         racetrack opening up.  Eh, James?

                                     JAMES
                         Gonna be big.

               JAMES and MITCHELL get back in the Pontiac and grind it into 
               gear.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         8.


                                     MITCHELL
                         You oughta get that air hose fixed 
                         though, Ed.  Take her easy now, huh?

               The Pontiac lurches out of the parking lot.  A backfire sounds 
               loudly as they accelerate onto the highway.  ED shakes his 
               head in wonder as he watches them go. He begins hosing off 
               the service bay floor.

               A pickup with Jears Construction Co. passes the clunker on 
               the way in and pulls up in front of the cafe. KENNY JEARS, a 
               bull of a man in his mid-thirties, and his crew of 
               construction workers pile out of the truck.

                                     WORKER
                         Christ Kenny, I'm so hungry I could 
                         eat the arse-hole out of a skunk.

                                     KENNY
                         Well, Red's cookin, you just might 
                         be in luck. 

               INT. CAFE - DAY                                               15   

               KENNY and his CREW clomp in and take up residence in a corner 
               booth.  Their trail is marked by muddy footprints over a 
               floor RED has just finished mopping. 

               RED pops a Rolaids as he moves to take their order. KENNY 
               eyes the menu with mock interest. 

                                     KENNY
                         Look at all the choices. What to 
                         have? What to have?

                                     RED
                         c'mon You guys. I ain't got all day.

                                     WORKER
                         Oh-oh. Reds got a bug up his ass.

                                     KENNY
                         Let's hope it don't wind up in the 
                         soup!

               KENNY and the CREW roar at this. RED glares at them, fuming.

               EXT. PARKING LOT - DAY                                        16   

               A large tanker truck from the oil company pulls up to one 
               side of the station and lurches to a halt in a hiss of 
               hydraulics. The DRIVER climbs down from the cab.

               ED groans as he puts down the hose and hurries to greet the 
               driver.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         9.


                                     ED
                         Hi! Listen. My son's just finishing 
                         the credit card slips. Are you in a 
                         hurry?

                                     DRIVER
                         Kinda. Look if you're short of cash 
                         again, I'll catch you next trip.

                                     ED
                         No. I keep things C.O.D. I sleep 
                         better that way.

               The driver looks at his watch. Ed hurries inside.

               INT. SALESROOM - DAY                                          17   

               ROBBY is hard at work at a desk in the salesroom.  He's 
               drawing comic strips of his favorite cartoon creation, 
               "Captain Superior".  The drawings are incredibly well-detailed 
               and litter the tope of the desk, covering partially filled 
               out credit card slips. ROBBY plays each character as he draws, 
               using different voices.

                                     ROBBY (AS CAPTAIN SUPERIOR)
                         I can take anything you can dish out 
                         mister.

                                     ROBBY (AS ENEMY #1) (CONT'D)
                         You will soon taste my steel,  
                         Superior.  Ha Ha!  Why should I fear 
                         you?  You puny fool.

                                     ROBBY (AS CAPTAIN SUPERIOR) (CONT'D)
                         No one dares underestimate the power 
                         of Captain Superior!

               ED enters, catching ROBBY at his game.  ROBBY tries to hide 
               his drawings and go back to his assigned task of listing  
               slips, but he's too late.  

               ED uncrumples one of the drawings ROBBY has tried to discard.    
               The picture is of "Captain Superior" pointing his sword 
               outward.  the caption reads "you will pay for your insolence!"

                                     ED
                         What the hell is this?

               ED crumples ROBBY'S drawing up and throws it at him in 
               disgust. He shoves the slips toward ROBBY.

                                     ED (CONT'D)
                         Get these done. The drivers waiting! 
                         Christ, why don't you draw me a 
                         picture of a hard day's work? When 
                         you find out what it looks like.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        10.


               A signal bell announces a car at the gas pumps.  It can be 
               seen out the window of the salesroom, a late model Ford with 
               the media letters CKDY emblazoned on it.  

                                     ED (CONT'D)
                         There's one up.  Don't forget to 
                         wipe his windshield and check the 
                         oil.  Remember how to treat customers.  
                         C'mon.  Hurry it up!

               ROBBY scrambles out to service the vehicle. ED quickly sorts 
               through the mail. There are a number of bills with past due 
               written on them and a manilla envelope.

                                     ED (CONT'D)
                         Fucking bills. That's big news. Ok, 
                         here we go, R.F.Carrier, architect.

               He rips the manilla envelope open.  Inside are blueprints.

                                     ED (CONT'D)
                         bingo! 

               INT. SERVICE BAY - DAY                                        18   

               ED hurries into the service bay to pick up the glasses and 
               jack-knives and finds JODY modelling a pair and brandishing 
               a knife. ED looks heavenward for assistance.

                                     ED
                         Take off the glasses. Gimme the knife.

               ED kneels and talks to JODY, eye to eye.

                                     ED (CONT'D)
                         Remember the deal?  You paint the 
                         rocks. I give you a dollar. Then you 
                         can buy your own glasses. 

               JODY stares back sullen. ED looks at his watch.

                                     ED (CONT'D)
                         Five to two.  You have those rocks 
                         done by the time I leave for work 
                         ok? If you do I'll throw in a pair 
                         of these glasses.

               JODY scuffs his way back to the rocks.  ED quickly hangs up 
               the sunglasses and knives beside a sign that reads "In God 
               we Trust. All others pay cash. He dashes out of the salesroom 
               toward the cafe.

               EXT. GAS PUMPS - MOMENTS LATER                                19   

               ROBBY approaches the media car. Getting out is WALTER,  a 
               middle-aged man of ample girth and tremendous ego.  He spies 
               JODY whitewashing the rocks and throws him a beneficent smile.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        11.


               JODY makes another grotesque face, completely different from 
               the first but equally as revolting. WALTER is startled.

                                     ROBBY
                         Can I help you?

                                     WALTER (RECOVERING HIS COMPOSURE)
                         Good afternoon, young man!

                                     ROBBY
                              (confused)
                         Are you talking to me?

                                     WALTER
                         An excellent question.  And now that 
                         I have your attention my boy, may I 
                         inquire as to whether your employer 
                         is in proximity of the premises?

               ROBBY'S eye's wander over the media car with the call letters 
               emblazoned on it. 

                                     ROBBY
                         We gonna be on the news?

                                     WALTER
                         Not just on the news, my boy.  Making 
                         news, through the power of 
                         advertising!

                                     ROBBY
                         Oh, you're selling something.

               WALTER regards ROBBY with a mixture of surprise and distaste.  
               JODY who's been listening in pipes up.

                                     JODY
                         Dad says when people are happy and 
                         excited and talkin about how great 
                         everything is, ask them what they're 
                         selling.  

                                     WALTER
                         You are a most unpleasant little 
                         urchin aren't you?

                                     ROBBY
                         Look, did you wanna buy some gas?  
                         or not?

               INT. KITCHEN - DAY                                            20   

               ELLIES at the grill, frying bacon.  ED comes in, gives her a 
               goose, chuckling when she jumps.  He moves quickly to an 
               adjoining alcove where he begins taking off his pants to 
               change into his steel mill clothes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        12.


                                     ELLIE
                         Is that your idea of foreplay?! 
                         There's hot grease here.

                                     ED (WINKS AT HER)
                         Did you pack my lunch?

                                     ELLIE
                         In the cooler.

               ELLIE crosses to the fridge, takes out a pitcher of ice-tea 
               with ice cubes, and begins pouring it into a couple of 
               glasses.

               ED searches the cooler for his lunch. ELLIE takes an ice-
               cube from the pitcher, sneaks up behind him and drops it 
               into his shorts. ED dances to dislodge it as RED barges into 
               the kitchen.

                                     RED
                         Chrisss, that Jears is gonna push me 
                         too far one of these days. Where's 
                         those BLT's? I--

               RED takes in the scene of ED, partially clad, looking for 
               the ice cube in his shorts. ELLIE calmly hands him two glasses 
               of ice-tea. She smiles innocently. RED takes the iced-tea 
               and eyes ED.

                                     RED (CONT'D)
                         My Gawd, that's, that's, insanitary. 
                         You people are running a restaurant. 

               He bolts out of the kitchen with the iced-teas. ED goes back 
               to dressing.

                                     ED
                         I'll get you for that.

                                     ELLIE (POUTS)
                         Promises. Promises.

                                     ED
                         You're givin me the lip!

               ED tucks in his shirt, gives ELLIE a quick peck, then barges 
               out of the kitchen. 

               INT. CAFE - DAY                                               21   

               ED bangs open the kitchen door  hitting WALTER with the 
               swinging door.

                                     ED
                         Sorry.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        13.


                                     WALTER (RUBBING HIS SHIN)
                         Not to worry. A mere flesh wound. 
                         You are Mr. Hewson, I presume?

                                     ED
                         Yeah.

                                     WALTER
                         Walter Macauley. CKDY.

               WALTER proffers his hand and ED shakes it briefly.

                                     WALTER (CONT'D)
                         Now sir, I know you're a new business, 
                         and what new business needs is 
                         advertising. I'd like to discuss 
                         inroads. Inroads which..

                                     ED
                         Look, I'm kind of in a hurry.

                                     WALTER
                         I guess you've heard there's a new 
                         racetrack opening up the highway.  
                         The owner, Chance Wilson, is one of 
                         our new clients. I'm sure you'll be 
                         meeting him soon.

               ED looks around, trying to remember where he put his lunch. 
               He turns back toward the kitchen and its his turn to get hit 
               with the door as ELLIE emerges with his lunch. He gives a 
               howl of pain.

                                     ELLIE
                         Want mommy to kiss it better?

               She hands ED his lunch.

                                     ELLIE (CONT'D)
                         Better get going. You'll be late for 
                         work.

                                     WALTER
                         Mr. Hewson, I assure you this will 
                         only take a moment, and

               JODY rushes in to the cafe, navigates the maze of the 
               departing JEARS and his CREW, heads for the kitchen, and 
               runs into WALTER, getting white paint on his suit. 

                                     JODY
                         I'm hot! I want some freshee!

               JODY continues on into the kitchen. ELLIE follows him. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        14.


                                     WALTER (GRIMACING)
                         They're funny at that age aren't 
                         they?

                                     ED
                         Listen--uh Walter, see that big sign 
                         out there? It says gas station.  
                         There's another one over the cafe 
                         that says restaurant.

               ED goes to the cooler, takes out a pop and puts it in his 
               lunch bag. 

                                     ED (CONT'D)
                         Most people can figure out what I 
                         sell.  Besides, I'm the only station 
                         for twenty miles in either direction. 
                         I don't have that much competition. 
                         Now if you'll excuse me, I-

               RED has been clearing away the dishes from JEARS table and 
               lets out a howl.

                                     RED
                         Chrisss almighty!

               RED picks up a coin from the table and crosses to ED and 
               WALTER holding it up in front of their faces.

                                     RED (CONT'D)
                         A penny!  A gawddam penny!!  That's 
                         what Jears leaves me for a tip!? I'm 
                         gonna get that sonnofa--

               RED angrily moves back to the table and begins clearing the 
               dishes.  

                                     WALTER (TO ED)
                         Yes. Well, perhaps I'll just leave 
                         my card in case you-

               JODY comes barreling out of the kitchen and WALTER is just 
               able to duck out of the way as JODY dashes out of the cafe. 

               WALTER starts to leave and is just about run over again by 
               RED, who is in a temper and carrying a load of dirty dishes 
               to the kitchen. RED glares at him and WALTER quickly moves 
               aside and darts out the door.

               ED has moved behind the counter and is searching for 
               something. 

                                     ED (HOLLERING TO THE KITCHEN)
                         Goddamit El, where are my work boots? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        15.


               INT. SERVICE STATION SALESROOM -- DAY                         22   

               ROBBY signs for the gas delivery and hands the DRIVER the 
               finished credit card slips. 

                                     DRIVER
                         There you go kid. You're all set. I 
                         gotta haul ass.

               The DRIVER quickly leaves the salesroom and bumps into WALTER 
               in the doorway. WALTER holds up his arms in surrender.

                                     DRIVER (CONT'D)
                         Sorry buddy. Didn't see you there.

               The DRIVER leaves and WALTER cautiously approaches the counter 
               where ROBBY has gone back to his Captain Superior drawings.

                                     WALTER
                         Ahem, How much for the gas?

                                     ROBBY
                         Shit! I forgot to fill you up. See I 
                         had to do the slips--I'll get right 
                         on it sir.

                                     WALTER
                         Please! Don't bother. Perhaps another 
                         time.

               WALTER leaves the salesroom in a daze. Through the window 
               ROBBIE watches as Walter is nearly cut down by the departing 
               tanker truck.

               EXT. GAS PUMPS - DAY                                          23   

               WALTER, having reached the safety of his car takes a last 
               look around. JODY, painting the rocks, looks over at him and 
               grins. WALTER shudders. He takes out a pocket flask and has 
               a belt. 

               He gets in his car and roars off. ROBBY comes out with a 
               pail and squeegee. He takes a look over at JODY.

                                     ROBBY
                         Ya got more paint on yourself than 
                         you on the rocks.

                                     JODY
                         Ya want some?

               JODY flicks his paint brush at ROBBY flecking him with paint. 
               ROBBY charges JODY and begins chasing him around the lot.

                                     ROBBY
                         I'll get you for that, you little 
                         peckerhead!!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        16.


               INT. CAFE - DAY                                               24   

               The lunch crowd has departed and ELLIE tiredly sits on a 
               stool and lights a cigarette. RED can be heard doing dishes 
               and muttering in the kitchen.  

               ED laces up his workboots and looks out the window to see 
               ROBBY chasing JODY.

                                     ED
                         Goddamit it! Would you look at that!  
                         I can't leave them alone for two 
                         seconds. Wait'll I get my hands on 
                         them!

                                     ELLIE
                         C'mon honey, why don't you just let 
                         them have a moment of fun.

                                     ED (INCREDULOUS)
                         A moment of fun??? This is a fucking 
                         business,not a playground!  I'm not 
                         two jobs so this whole thing can 
                         turn into--Christ I'm trying to build 
                         something here.

                                     ELLIE (FLARING UP)
                         Don't start. In case you haven't 
                         noticed, we're all working our asses 
                         off.

               ELLIE smashes out her cigarette and moves toward the kitchen. 

                                     ED
                         Is that so?  Your son was in the 
                         salesroom five minutes ago drawing 
                         cartoons! Cartoons for Christ's sake.

               She whirls on him. 

                                     ELLIE
                         They're kids! With zero family life, 
                         bored about being stuck here in the 
                         middle of nowhere!

                                     ED
                           Nothing worthwhile happens 
                         overnight.  If we want the good 
                         things, we have to pitch in now.

                                     ELLIE
                         Save me the sermon. I'm sick to death 
                         of it.

                                     ED
                         Your trouble is you never-

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        17.


                                     ELLIE
                         Don't you tell me what my trouble is 
                         you sonnofabitch! I have had it with 
                         this whole goddam--

               She's interrupted by the loud squeal of brakes and a sustained 
               horn blast from outide. ED and ELLIE's eyes both dart to the 
               window.  RED comes running in to look.

                                     ELLIE (CONT'D)
                         Oh my God! Robby!!

               EXT. SERVICE STATION LOT - DAY                                25   

               Just as he was about to grab JODY, ROBBY has been nearly cut 
               down by the blue GTO convertible entering the lot. 

               The driver, is standing on the brakes and leaning on the 
               horn. ROBBY hugs the hood, happy to be alive.  After taking 
               a couple of deep breaths he stands up. 

               Loud Rock music blares from the convertible's radio.  CHANCE 
               WILSON leaps out of the car and approaches.  

               ROBBY's  stares wide-eyed at CINDY WILSON, CHANCE'S 18-year 
               old daughter, sitting on the passenger side.  She's a 
               knockout. CINDY regards ROBBY briefly as if he's pond scum 
               and looks away, bored.

               ELLIE, ED and RED come running up, breathless.

                                     ELLIE
                         Robby, honey are you okay?

               ED sizes up CHANCE, who's clad in satin racing jacket and 
               jeans, looking like a aging refugee from "Grease."  CHANCE 
               is chewing gum and snapping it. 

                                     ELLIE (CONT'D)
                         You almost ran over my son, You 
                         goddamn maniac! Why don't you look 
                         where you're going!

               ELLIE hugs ROBBY and picks over him, looking for injuries. 
               ROBBY sees that CINDY is smirking at him from the car. He 
               brushes his mother away. 

                                     ROBBY
                         I'm all right ma. Geez!

               CHANCE moves toward ED, who has begun re-stocking an oil 
               track. 

                                     CHANCE (GRINNING NONCHALANTLY)
                         Look, I um, don't want to get off on 
                         the wrong foot here. I'm your new
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        18.


                                     CHANCE (GRINNING NONCHALANTLY) (CONT'D)
                         neighbor, so to speak, and thought 
                         I'd drop in to say hi!

                                     ELLIE (BEGINS TO CHARGE HIM)
                         Well you got a fine way of--

               RED cuts her off with a tug on her sleeve and a nod toward 
               ED. He gives her a  wink, and gestures toward the cafe. ELLIE 
               allows RED to lead her, glaring back at CHANCE as she goes.

               CHANCE stands chastened for a moment until ELLIE'S back is 
               turned then addresses ED

                                     CHANCE (GRINNING BROADLY)
                         I'm Chance. Chance Wilson.

               CHANCE proffers his hand reading the name on ED's shirt.

                                     CHANCE (CONT'D)
                         And you're Ed right!?

                                     ED (UNCOMFORTABLE)
                         Yeah. Ed Hewson.

               ED finishes with the re-stocking and carries a garbage barrel 
               over to a dumpster. CHANCE follows him. 

                                     CHANCE
                         Geez you really go at it! I get tired 
                         just watching you. Ed, got a favor 
                         to ask you. But hey, It's gonna be 
                         good for both of us.

                                     ED
                         Look, Chance, I'm late for work. 

                                     CHANCE
                         I promise you Ed, I'll only take two 
                         minutes of your time. Whaddaya say?

               ED glowers over at ROBBY, looks back to CHANCE and nods. 
               CHANCE yells over to ROBBY.

                                     CHANCE (CONT'D)
                         Hey, skip, Do you think you could 
                         check the oil on this car?  Its a 
                         custom engine.  409. They said I 
                         gotta keep an eye on it.   

                                     ROBBY
                         Uh, ok.  Sure.  Great.  I mean if 
                         that's ok.

                                     CHANCE
                         Thanks buddy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        19.


               CHANCE claps ED on the back and they walk briskly toward the 
               salesroom.  

               INT. SALESROOM - DAY                                          26   

               CHANCE strides in with a flourish. ED opts to stand behind 
               the counter putting some official space between them.

                                     CHANCE (GRINNING BROADLY)
                         Hey, I gotta tell ya Ed, a good 
                         looking guy like you must be the 
                         manager.  you got the managerial 
                         look. Just the fellah I wanna talk 
                         business to.  And it could turn out 
                         to be a whole lotta business.

               CHANCES eyes dart everywhere in the salesroom sizing it up. 
               ED takes the opportunity to move the "In God we Trust. All 
               others Pay Cash" sign into more prominent view.

                                     ED (COOL)
                         I don't manage this business, I own 
                         it.  And it's been my experience, 
                         Mr. Wilson that nothing comes easy.  
                         Now what, exactly, can we do for 
                         you? 

                 He beams broadly back at ED, undaunted. 

               INT. SERVICE STATION PARKING LOT - DAY                        27   

               Outside, CINDY has left the car and made her way over to a 
               phone booth on the corner.  ROBBY watches her go 
               appreciatively.  She's wearing a very tight and short mini-
               skirt, spike heels, rose colored sunglasses and a low cut 
               blouse. 

               JODY has come over to join ROBBY as he turns to search for 
               the hood latch.

                                     JODY (IMITATES HIS MOTHER)
                         Ohhhhhh Robbie honey are you okay?

                                     ROBBY
                         Fuck off!

               ROBBY gets the hood latch to work and unearths a treasure. 

                                     ROBBY (CONT'D)
                         Holy shit!  Holyyyyyyyy shit!  Look 
                         at this friggin thing.  Four-oh-nine!  
                         Holly four barrel, dual exhaust.  
                         Chrome every friggin place.

               JODY points to the chrome air breather.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        20.


                                     JODY
                         What's that thing?

               ROBBY slaps JODY'S hand away. 

                                     ROBBY
                         Get your goddamned hands away from 
                         the car!  You're fulla paint.  You 
                         get white paint on this brand new 
                         beautiful blue car, and--

               ROBBY senses a presence and looks across at a skin tight 
               mini-skirt He follows it up to find CINDY eyeing him holding 
               an American dollar bill.

                                     CINDY
                         Got change? I need to use the phone.

               JODY ignores them both and pokes at the motor. ROBBY scrambles 
               out from under the hood bumping his head. He begins searching 
               his pockets. He comes up with thirty-five cents.

               CINDY slowly takes the change from ROBBY and stuffs the dollar 
               bill in his shirt pocket.

                                     CINDY (CONT'D)
                         Maybe mom doesn't want you carrying 
                         that kind of money around. Here you 
                         go sweetie.

               In a daze he watches her turn and saunter over to the phone 
               booth. 

                                     ROBBY
                         Jeezuz!

               ROBBY suddenly comes to his senses and sees JODY poking at 
               the engine. He crosses over, and cuffs him one.

                                     ROBBY (CONT'D)
                         Get lost you little pecker-head.  I 
                         got enough on my mind without you.  
                         The dips, the shift report.  Pa's 
                         working at the steel plant and you 
                         know what that makes me?

                                     JODY
                         Big shit!  Turdnose!  Cocknocker!

               JODY Flees Toward The sales office.  ROBBY watches him go 
               then turns back to admire CINDY at the phone booth.

               INT. PHONE BOOTH - DAY                                        28   

               CINDY talks on the phone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        21.


                                     CINDY
                         That's an entire fucking month away 
                         Grady--- Yeah, no problem, I can 
                         score some money off my old man---
                         I'll get it the same way he gets it-

               CINDY looks through the glass at ROBBY looking over at her.

                                     CINDY (CONT'D)
                         Look Grady, I gotta go.  

               INT. SALESROOM - DAY                                          29   

               ED counts out the float for the next shift. His eyes travel 
               to a diamond pinky ring on Chance's finger. 

                                     CHANCE
                         Till I get the well dug, I could use 
                         a little water maybe five, ten gallons 
                         from time to time.  But hey, I'm 
                         tellin ya, all the gas and oil I buy 
                         are gonna come  from you. At least 
                         three hundred gallons a week!  That's 
                         gotta be good for you right?.

               CHANCE now seems to have all the time in the world and surveys 
               the map of the area ED has hung in the salesroom. 

               ED hurriedly finishes with the float and puts it in a safe 
               under the counter. When he rises he sees Chance has put five 
               American twenties on the counter.

                                     CHANCE (CONT'D)
                         Here's a down payment of a hundred 
                         to get us started. You  ask Jears-- 
                         I've done alright by him.  One Fifty 
                         an hour for him and his crew.  He's 
                         killing me and he knows it. Listen, 
                         I can put your name out there.  Gotta 
                         show gratitude for guys helpin ya 
                         out.  I tell ya Were gonna put Haven 
                         on the map.

               CHANCE fingers Haven on the map to bring home his point. Ed 
               slowly takes the cash from the counter.

                                     CHANCE (CONT'D)
                         Local drivers at first.  Spread a 
                         couple of grand around in radio, tv,  
                         the paper.  I figure I build the 
                         purses up to twenty grand by August... 
                         Then, the state fairs down south.  
                         Escanaba Millwakee.  American Money.  
                         You gotta say can-do pal, whadda ya 
                         say?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        22.


                                     ED
                         Seems everybody and their dog is 
                         talking American money---Chance is 
                         it?  With a little hard work I hope 
                         to take home a little.  

               JODY comes bursting in to the salesroom.

                                     JODY
                           Can I get my dollar now for painting 
                         the rocks?

                                     ED
                         You, my son, will be paid your dollar 
                         when the jobs done.  Finish what you 
                         start. 

               CHANCE winks at JODY and goes over to him.

                                     CHANCE
                         Hey listen skip, I'm just talking a 
                         bit with your dad right now but I 
                         could sure use a coffee Just Cream.  
                         How bout it?

               He takes a thick wad of American money out of his pocket, 
               peels off a five and hands it to JODY.

                                     CHANCE (CONT'D)
                         And how about keeping the change?

                                     JODY
                         I guess so!  Thank-you sir.  Holy 
                         shit!!!  

               EXT. SALESROOM - DAY                                          30   

               Ed crosses to his car, a six year old compact Ford. 

                                     ED
                         You can help yourself to the water I 
                         guess. As to fame and fortune, we'll 
                         both have to see, won't we.

                                     CHANCE
                         Listen, you mind if I put up a couple 
                         of posters. For the track?

                                     ED
                         Only in the station. If you want one 
                         in the cafe you'll have to talk to 
                         my wife. 

               ED yells over to ROBBY who is taking the dips and looking 
               hungrily over at CINDY who's still in the phone booth.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        23.


                                     ED (CONT'D)
                         Don't let your imagination get in 
                         the way of a goddamn good days work.  
                         And make sure your brother gets to 
                         bed at a half decent hour.  See you 
                         tonight.

               ED gets in the car and drives off as CHANCE takes two five-
               gallon cans out of his trunk and begins filling them with 
               water, whistling.

               INT. ED'S CAR - DAY                                           31   

               ED looks into his rear view mirror to see CHANCE talking to 
               his sons. ROBBY is admiring a poster. He's becomes so intent 
               on studying events in the mirror, he narrowly avoids an 
               oncoming car.

                                     ED
                         That guy's got me jumpier than a 
                         long-tailed cat in a room fulla 
                         rocking chairs. 

                                      END OF ACT ONE
 
-----------------------------------------------------------------------------------------------------
                                                                        24.


                                         ACT TWO

               INT. STEEL MILL - NIGHT                                       32   

               ED's again at his post on the crane, pouring the molten ore 
               into buckets. 

                                     MITCHELL (V.O.)
                         North Country people are creatures 
                         of habit.  They help their neighbors 
                         and they are wary of strangers.  

               Finishing the pour ED shuts down the machine.He yells over 
               the din to one of his co-workers that its coffee time, and 
               gestures to the coffee room.

                                     MITCHELL (CONT'D)
                         This way of life serves them very 
                         well. 

               ED makes his way along aisles of growling machinery to the 
               coffee room and opens the door.

                                     MITCHELL (CONT'D)
                         But when the neighbors turn out to 
                         be strangers, what are they to do?

               INT. COFFEE ROOM - NIGHT                                      33   

               ED pours himself a coffee, tastes it, grimaces.  On the 
               counter is a can labeled coffee fund.  Ed checks it;sees its 
               empty.  He throws in a coin, pauses, and throws in a couple 
               more.

               He takes the coffee over to a table where newspapers are 
               strewn about. Munching on a cookie he scans one of the 
               newspapers.  There is an ad announcing the opening of the 
               racetrack.  ED sees it and does a double take, spilling hot 
               coffee on himself.

                                     ED
                         Shit!

               EXT. SERVICE STATION/CAFE PARKING LOT - EARLY EVENING         34   

               The windows in the cafe look warm and inviting in the 
               twilight.  Through them we see ELLIE and RED serving the 
               customers. JODY plays at a pinball machine.  

               At the gas pumps ROBBY fills a car.

               A pick-up rolls in and parks in front of the cafe.  CHANCE 
               gets out, followed by JEARS and four construction WORKERS.  
               CHANCE waves at ROBBY then slaps JEARS on the back.  The two 
               men walk to the cafe.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        25.


               INT. CAFE - EVENING                                           35   

               CHANCE saunters in, hops over a spot of the floor where Red 
               is mopping up and installs himself in a booth.  

                                     CHANCE
                         Boy something sure smells good!

               ELLIE looks up from where she's polishing the cutlery and 
               gives Chance an icy stare. 

               JEARS and his gang clomp in, again muddying RED'S mopped 
               floor.  RED scowls over at JEARS who ignores him. The gang 
               install themselves in a booth.

                                     KENNY
                         C'mon Red, how bout a little service 
                         here.  We're hungry.  Get the lead 
                         out!

               Red unwraps a Rolaids, pops it and strides over with menus. 
               ELLIE brings two steaming plates out of the kitchen and sets 
               them down on the counter for the boys.

                                     ELLIE
                         Its been a long day Kenny, go easy 
                         huh?

               ELLIE returns to her cutlery.  RED warily approaches to take 
               their order.  He stands poised and ready but Kenny wants to 
               play.  

                                     KENNY
                         This is the same crap as yesterday!

               He turns to a fellow worker.

                                     KENNY (CONT'D)
                         What are you gonna have?

                                     WORKER
                         I dunno. Is there anything edible?

               CHANCE gets up from his booth, comes over and takes the menus 
               from JEARS and his WORKERS and hands them to RED.

                                     CHANCE
                         I'll have the special.  Smells 
                         delicious.  They will too.  I'm 
                         buying.  That ok with you fellahs?

               KENNY and his gang exchange looks.  They grumble reluctant 
               assent.  RED goes off into the kitchen to prepare the meal   
               ELLIE regards Chance with curiosity as he returns to his 
               booth. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        26.


                                     ELLIE
                         So tell me Mr. careless driver, what 
                         brings you to our neck of the woods?

                                     CHANCE
                         Chance.  Just Chance. Well, it sure 
                         is pretty country. And the women are 
                         gorgeous.

               CHANCE winks over at the boys.  ROBBY and JODY exchange 
               glances not sure how to take this, but fascinated nonetheless.

                                     ELLIE
                         Uh-huh. And they're not stupid. Where 
                         are you from anyway?

                                     CHANCE
                         California. Land of the free.

               RED bustles out with steaming plates setting the first in 
               front of CHANCE and then serving JEARS and the WORKERS.  
               JEARS grins malevolently at RED.  

               RED sniffingly ignores him and walks back to the kitchen 
               with his head held high.  

               Ellie looks after him with concern on her face.  She turns 
               back to see CHANCE studying her with frank interest.  

                                     ELLIE (TO CHANCE)
                         Well, Haven's a pretty small town.  
                         It's a long way from California.  
                         I'd still like a straight answer on 
                         why you came here.

               KENNY and his WORKERS bolt their food. 

                                     KENNY
                         I thought the son-offa-bitch said he 
                         was from Detroit?

                                     CHANCE
                         Well, you know, the bigger a place 
                         is the more rules they have.  That 
                         kinda thing can close in on you.  I 
                         like this country.  Its all open. 
                         Not so many rules. When I'm done, 
                         they'll all come right up here, even 
                         from California, to see some of the 
                         best stock car racing in the whole 
                         damn country. 

                                     ROBBY
                         Are you gonna race super stocks too?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        27.


                                     CHANCE
                         You bet skip.  Stocks, super stocks, 
                         well work our way right up to top 
                         fuel.

                                     JODY
                         What's top fuel?

                                     CHANCE
                         Well, here's the thing about top 
                         fuel....

                                     ELLIE
                         Robby, you've had a licence for six 
                         months. You've had a wonderful example 
                         today of how not to drive. I think 
                         we'll leave it at that.    

               JEARS gets up chewing the last of his meal, followed by his 
               gang.  They make their way toward the door.  RED presents 
               CHANCE with the bill.

                                     JEARS
                         You ought to pay us to eat this slop. 
                         C'mon Wilson.  That tracks gotta be 
                         wet down by ten or my guys are on 
                         overtime.

               CHANCE moves to JEARS,all smiles, clapping him on the back 
               with one hand and slipping him his bill with the other.

                                     CHANCE
                         No sweat.  Get this Kenny willya?  
                         I'll get you back at the track.

               KENNY gives CHANCE a withering look but pays the bill. CHANCE 
               pops a fresh stick of gum and shoots the boys a wink.  He 
               turns to ELLIE.

                                     CHANCE (TO ELLIE) (CONT'D)
                         Listen, I'm not a bad guy.  Why don't 
                         you and the boys.... come up and 
                         look around. Be my guests for the 
                         opening.
                              (a beat)

                                     CHANCE (CONT'D)
                         Your husband too, of course. 

                                     ELLIE (COOLY)
                         Of course.

                                     CHANCE
                         I just thought you could use a day 
                         off. Have a little fun.

               There are sounds of horns honking from outside. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        28.


                                     CHANCE (CONT'D)
                         How about, until you tell me your 
                         name, I just call you beautiful?

                                     ELLIE (SMILING WRYLY)
                         There's a speed limit around here. 
                         I'd try slowing down if I were you. 

               CHANCE grins acknowledgment, snaps his gum and heads out the 
               door. 

               EXT. SERVICE STATION PARKING LOT - NIGHT                      36   

               ROBBY is locking up the displays and closing down the station 
               for the night.  The cafe is already dark; he's alone.  

               A pair of headlights swing onto the lot. ROBBY squints and 
               recognizes the GTO with CHANCE at the wheel.  The car is 
               towing a trailer loaded with six forty five gallon barrels.  

               CHANCE maneuvers the trailer over close to the garage and 
               leaps out of the car.

                                     CHANCE
                         Wow, skip, that was close.  Another 
                         five minutes, I'd of missed you.  
                         Your dad said I could borrow some 
                         water big guy.  I'm just gonna run 
                         the hose out here, shouldn't take 
                         long.

                                     ROBBY (UNCOMFORTABLY)
                         I don't know-

               CHANCE sticks the hose into the first barrel.

                                     CHANCE
                         Gotta slick down the track good, let 
                         the sun at it and the clay bakes the 
                         whole thing smooth as glass.  That 
                         way you get a real fast track.  It'll 
                         take ten seconds off the time trials.  
                         Keeps the drivers happy.

               CHANCE turns to ROBBY indicating the water tap.

                                     CHANCE (CONT'D)
                         Oh, Turn that on for me wouldya?  
                         Thanks.  You're a good guy.

               ROBBY reluctantly turns on the tap and the water gushes into 
               the first barrel.

                                     ROBBY
                         You should come back when--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        29.


                                     CHANCE
                         You ever thought of driving?  I had 
                         my first stocker at seventeen.

                                     ROBBY (EMBARRASSED)
                         I only got my licence six months 
                         ago.  My dad--

                                     CHANCE
                         --Here.  Tell ya what.  Gimme a hand 
                         with this hitch.

               Together they unhook the trailer from the GTO, setting it on 
               the ground.  CHANCE climbs in the passenger side of the car, 
               pushing a button on the dash.  

               A motor whirs and the top to the convertible folds open.  
               ROBBY watches, enthralled.  

               CHANCE keys the ignition and the car gurgles to life.  He 
               pats the drivers seat.

                                     CHANCE (CONT'D)
                         Jump in!

               ROBBY stares back wide-eyed. 

                                     CHANCE (CONT'D)
                         Jump in!!

               ROBBY decides to go for it.  He attempts to open the door.  
               CHANCE stops him.

                                     CHANCE (CONT'D)
                         No, what I said was, JUMP in.

               ROBBY grabs the corner of the windshield for support and 
               vaults himself into the drivers seat.  Despite his 
               embarrassment, he's all smiles.  His eyes survey the gauges 
               and the sumptuous interior.  CHANCE points at the parking 
               lot entrance to the left of them.

                                     CHANCE (CONT'D)
                         That's turn number one.  Go slow 
                         into it.  Take your time, keep to 
                         the inside.  Halfway in go to the 
                         middle and give her some gas.

               CHANCE points to the parking lot entrance to the right.

                                     CHANCE (CONT'D)
                         That's turn number two.  Same thing.  
                         Keep to the inside until you're 
                         halfway through, then move to the 
                         middle and go for the straightaway.  
                         Got it?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        30.


               ROBBY nods dumbly.

                                     CHANCE (CONT'D)
                         Take it easy until you're comfortable.  
                         Then open it up.  Well try five laps 
                         for starters.  Ready?  Set?  BANG!!!!!

               The car lurches ahead in a series of hops then stops dead 
               brakelights ablaze.  Slowly it moves ahead again around the 
               course Chance has laid out.  

               ANGLE ON:

               Robby's face in the dash-light, reflecting pure excitement 
               as he drives.  He is gaining confidence and pushes the car 
               faster.

               INT. BEAVER HOTEL - NIGHT                                     37   

               A local country band is playing.  Ed is at a table having a 
               beer with his friend NORT. The mood is jovial. A waitress, 
               takes their order.

                                     ED
                         Just one more Shirl.  Gotta get back. 

                                     NORT
                         Eddie, Eddie....Whyncha give yourself 
                         a break.  Kick back.  You work too 
                         hard.

               NORT takes a swig from his beer. 

                                     ED (SMILES)
                         I'd like to. Shit, the beer tastes 
                         good tonight. 

                                     NORT
                         That new foreman something ain't he?

                                     ED
                         Hurtz?  No kidding.

               ED does his best Hurtz imitation

                                     ED (CONT'D)
                         Vy are you fellahs alvays late. 
                         Somvones gonna get ze can.

               NORT and ED both share a good laugh. There's a beat.

                                     NORT
                         How's El? The kids?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        31.


                                     ED
                         Ellie's got an art show comin up 
                         first of the month. They're gonna 
                         show her paintings in the library 
                         downtown.  Robby's-pissing me off. 
                         Marks are down at school,always got 
                         his head in the clouds--thinks manual 
                         labor is a Mexican.  Christ, tourist 
                         seasons here. I need him.

                                     NORT
                         Ahhh lighten up Eddie. What's the 
                         kid?  Sixteen?  Seventeen?  He oughta 
                         be out gettin laid. Having some fun. 
                         Speaking of which-

               NORT  opens up a newspaper to an ad for the racetrack and 
               places it front and center in front of ED.  

                                     NORT (CONT'D)
                         Look at this.  Full page ad.  Stock 
                         Car Racing.  Right here in Haven.

               ED looks at the ad and then up at NORT, His good humor 
               vanishing. 

                                     ED
                         The guy was in today.  Chance Wilson.  
                         California Dreamer.  The fucking guy 
                         carries his money in a wad Nort, 
                         what kind of shit is that?

               NORT looks around at the band and is paying more attention 
               to the music than to ED. 

                                     NORT
                         I don't know.  Full page ad.  Gotta 
                         be money there somewhere.  I'm gonna 
                         get me a piece of that action.

                                     ED
                         What the fuck is that supposed to 
                         mean?

                                     NORT
                         I'm gonna build a car and race it.  
                         Coupla guys at the plant are planning 
                         the same thing.  Make some money and 
                         have fun doin it!  

                                     ED
                         You crazy? Is everybody around here 
                         crazy?  You're gonna take the money 
                         you worked for, give it to this guy 
                         and its gone in a month. There's 
                         more to life than fun.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        32.


                                     NORT
                         You're a awful tightass sometimes, 
                         Eddie. I'm buildin a car.  For me.  
                         Period. You want to work yourself 
                         into a heart attack, go ahead. Me, 
                         I'm gonna have some fun.

               The waitress returns, ED shakes his head at her and puts 
               money on the table. He's pissed off and NORT knows it. NORT  
               nonchalantly lifts a finger to order another.

               ED finishes his beer, gets up and begins putting on his coat.  
               As he does, some scrolled up parchment falls out of his inside 
               pocket. NORT watches as he picks it up.

                                     NORT (CONT'D)
                         Whatcha got there?

                                     ED
                         Surprise.  For the wife.

                                     NORT
                         Been my experience they like jewelry 
                         more than paper.

               ED smiles mysteriously.

                                     ED
                         Well, friend, lets just say I been 
                         making some plans of my own.  I gotta 
                         go--

               ED makes his way through the laughing, drinking crowd holding 
               tightly onto the paper. 

               EXT. SERVICE STATION PARKING LOT -- NIGHT                     38   

               ED pulls his Ford onto the lot, parks in front of the 
               salesroom and douses the lights.  

               He get out, looks around and begins checking to make sure 
               the station has been closed-up properly.  

               He puzzles as he investigates a puddle of water on the asphalt 
               and an unfurled hose lying on the ground outside near the 
               air pump.  There are also lots of black tire marks etched 
               into the pavement.

                                     ED
                         Damned Injuns!

               He moves toward the salesroom. 

               INT. SALESROOM - NIGHT                                        39   

               Checking the salesroom, ED can’t help trying on a pair of 
               the mirrored sunglasses he bought earlier from the salesman.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        33.


               He puts up his collar and strikes a "cool" pose.

               The spell is quickly broken however, and feeling somewhat 
               sheepish, he replaces the glasses and leaves the salesroom. 

               INTERIOR MOBILE HOME - LATER                                  40   

               ELLIE, dressed in housecoat, sits at an easel painting a 
               colorful landscape. 

               Her sherry bottle is at her side and half-empty. Big band 
               music plays on a portable stereo.

               She hears a plink against the kitchen window, wipes off her 
               brush and looks out to investigate.   

               EXT. MOBILE HOME - NIGHT                                      41   

               ED throws pebbles at the kitchen window and gets the response 
               he wanted, ELLIE's attention.  But as she looks out the window 
               at him she’s not smiling.  She turns away from the window.  
               ED moves toward the door. 

               INT. MOBILE HOME - NIGHT                                      42   

               ED enters and ELLIE brushes past him back to the easel.  He 
               reaches for her but she arches her body deftly out of reach 
               and resumes her painting.

                                     ED
                         El,  this afternoon....

                                     ELLIE
                         Your friend Chance was in for dinner.  
                         He's invited us all to his opening.

                                     ED
                         For God's sake he's not my fr----he 
                         what???

               ELLIE pours herself a stiff sherry.  

                                     ELLIE
                         He thought we should have a day off. 

                                     ED
                         And just how the hell did you two 
                         get so friendly all of a sudden?

               ELLIE downs the sherry in one drink and hurriedly starts 
               cleaning up.

                                     ED (CONT'D)
                         All right. Okay. You're right. A day 
                         off. Let's do it. How about a picnic?  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        34.


               Ed moves to her and enfolds her in his arms.  She’s less 
               than impressed.

                                     ED (CONT'D)
                         I mean like you and me, as long as 
                         we please, bread and cheese, a bottle 
                         of wine, feelin’ fine, a peek at--

                                     ELLIE
                         -Stop it.

               She breaks the embrace and angrily starts off for the bedroom.

                                     ED
                         How about tomorrow?  Ten a.m.?  The 
                         hill?  I’ll pack lunch.  I’ve got 
                         something I’d like to show you.

                                     ELLIE
                         Who’ll look after the place? Don't 
                         trust anybody, isn't that your motto?

               ED moves to the easel and examines her landscape.

                                     ED
                         You've really captured the season 
                         here. I like all the green. Look, 
                         Red can handle the cafe.  Robby can 
                         sit with Jody. We'll hit our tried 
                         and true spot on Eagle hill. What do 
                         you say?

               Ellie approaches and Ed embraces her. ELLIE looks back at 
               her painting.

                                     ELLIE
                         You really like the colors? I'm 
                         nervous about this show--

                                     ED
                         You artists are all sensitive types.

               ELLIE giggles, grabs a brush and starts flicking paint at 
               him.  

               EXT. SERVICE STATION PARKING LOT - MORNING                    43   

               ED and ELLIE pull up in front of the sales office and get 
               out.  They are dressed for their picnic.  

               JAMES and MITCHELL are lying in wait for them and have parked 
               their heap right in front of the garage door.  There’ve been 
               some alarming changes to it.  All the windows have been taken 
               out and a large number eight clumsily drawn in house-paint 
               adorns the door.  A makeshift roll cage has been fashioned 
               out of plumbing supplies.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        35.


               JAMES’S lower torso protrudes from underneath the car; he’s 
               is banging away at something.  MITCHELL is nearby, squatting 
               beside a hubcap.  ED gapes open-mouthed.  ELLIE moves to ED 
               whispering in his ear.

                                     ELLIE
                         I'm going to get our lunch.  You've 
                         got customers.

               ELLIE turns and moves toward the cafe.  MITCHELL gets up and 
               grins broadly as ED approaches.

                                     MITCHELL
                         Hi Ed. What do you think?  Pretty 
                         nice huh?

                                     ED
                         Words can’t begin to describe it.

               JAMES crawls out from under the car.

                                     JAMES
                         Ask him, Mitchell.

               MITCHELL lowers his voice conspiratorially. 

                                     MITCHELL
                         Well, Ed, James and I been tinkin’.  
                         We weren't gonna tell nobody.  But... 
                         you been good to us, give us water, 
                         and we been good to you.

                                     JAMES
                         We give you all our business.

                                     MITCHELL
                         We figured t'was only fair, in view 
                         of our close working relationship.  
                         To give you first chance. To be our 
                         sponsor.

               ED struggles to take this in.  JAMES claps ED on the back 
               grinning. 

               INTERIOR.CAFE - MORNING                                       44   

               ELLIE crosses over to talk to Robby catching a glimpse of 
               his artwork.  Captain Superior now chases villains in his 
               new super car. ROBBY hides the paper quickly at her approach.

                                     ELLIE
                         Make sure your brother stays out of 
                         trouble?

                                     ROBBY
                         Ma you said you’d think about--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        36.


                                     ELLIE
                         You can go up to the race-track and 
                         have a quick look around. Be back 
                         before four.  

                                     ROBBY
                         Awwright!!!

                                     ELLIE (TO RED)
                         Where's the goodies, old man? 

               He flips an egg he is holding into the air behind his back 
               and in an amazing show of dexterity whirls to catch it.

                                     RED
                         C’mon, you ever see an old man do 
                         that?

               ELLIE picks up a picnic basket from the counter.  She mutely 
               warns JODY to behave by shaking her fist in his direction.  
               RED moves with ELLIE to the front door, grinning.

                                     RED (CONT'D)
                         Hard boiled eggs, ham and cheese 
                         sandwiches, peaches, chocolate eclairs 
                         and a bottle of my home-made white 
                         wine. Chriss, I just about ate it 
                         myself.

               EXT. PARKING LOT - MORNING                                    45   

               A closed sign now hangs on the door of the gas station. ELLIE 
               gets in the Ford.  ED,  moves to do the same.  He is followed 
               by JAMES and MITCHELL.

                                     JAMES
                         Don’t forget. Keep this under your 
                         hat, Ed. We don’t want word leaking 
                         out.

                                     MITCHELL
                         No.  That's right.  We don’t want no 
                         leaking. People see what we're doing?  
                         Everbody going to want in.

               ED gets in the car puts in gear and takes a moment to arch 
               an eyebrow JAMES and MITCHELL.  With a solemn face he nods 
               his head and shoots them a peace sign.  ED and ELLIE drive 
               off.  

               JAMES and MITCHELL watch them go. They turn to each other 
               and give the thumbs up sign. 

               INT. FORD -- MORNING                                          46   

               ED smiles as he drives along with ELLIE snuggled up to him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        37.


                                     ED
                         You hungry?

               ELLIE bites his ear.

                                     ELLIE
                         Ravenous!

               EXT. SERVICE STATION PARKING LOT - MOMENTS LATER              47   

               ROBBY trails JODY behind him as they leave the lot heading 
               up the highway to the track. 

                                     ROBBY
                         C'mon Peckerhead. 

                                     JODY
                         I'm coming. I'm coming. Jeezus! 

               EXT. RACETRACK - LATER                                        48   

               ROBBY and JODY take a walking tour of the race track with 
               CHANCE.  Eyes, wide, JODY scans the white clapboard concession 
               stands aflutter with banners and flags. 

               ROBBY's eyes travel down an embankment through the white-
               washed bleachers to where drivers are preparing their cars  
               in the middle of a quarter mile clay oval. 

               A grader is busy smoothing out the tracks surface.  

               Everything is bustling.  WALTER is on hand, in his capacity 
               as reporter for CKDY. He's mugging to a remote television 
               camera that has been set up.

                                     WALTER
                         I’m speaking to you from the grounds 
                         of Haven Speedway, the emporium of 
                         one Chance Wilson, a would-be 
                         entrepreneurial impresario with an 
                         evolving vision of velocity....

               CHANCE is in high spirits and on the move.  ROBBY and JODY 
               almost have to run to keep up with him.  

               He charms and cajoles various people who run about filling 
               the concession stands with pop, chips, etc. CHANCE’s patter 
               is well rehearsed. 

                                     CHANCE
                         God, you guys are good, Gary a little 
                         more to the left buddy...I’d be lost 
                         without you, you know that, sure you 
                         do...  Karen, put those cups up top 
                         honey, yeah are they b cups or c 
                         cups?
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        38.


                                     CHANCE (CONT'D)
                         I talked to Chad Everett last night. 
                         He wants to know why you won’t take 
                         his calls.  C’maaawwwwn you guys 
                         you’re spoilin’ me here.

               CHANCE pulls up short at the rear of one of the booths and 
               opens the door.

               INT. CONCESSION BOOTH - DAY                                   49   

               CHANCE’S DAUGHTER, CINDY, is at work registering drivers who 
               are lined up in front of the booth. She doesn’t look up or 
               turn around as CHANCE enters behind her and reaches for the 
               phone.  

               ROBBY and JODY follow CHANCE into the booth.  ROBBY reddens 
               at the sight of CINDY, who's dressed in skin tight jeans and 
               low cut halter top. 

               CINDY hands a sheet to the man in front of her.

                                     CINDY
                         Check in time is 4:30 at the pit 
                         area.  The vehicle has to pass 
                         inspection.  This sheet lists specs 
                         and NRA standards.  That’ll be forty 
                         dollars registration.  Non refundable.

               CHANCE has the phone to his ear and waits for the connection.  
               He puts his hand over the mouthpiece.

                                     CHANCE (TO THE BOYS)
                         You guys remember Cindy? Honey, this 
                         is Robby and Jody.  Robby and Jody, 
                         this is my daughter Cindy.

                                     ROBBY (NERVOUS)
                         Hi!

                                     CINDY
                         Yeah, right.

               (a beat) 

                                     CINDY (CONT'D)
                         Ok, who’s next?

                                     CHANCE
                              (into phone)
                         Hey, Kenny, my man on the move, what’s 
                         up?

               CHANCE winks at ROBBY and ruffles JODY’s hair while he talks 
               into the phone. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        39.


               EXT. CLAY OVAL - DAY                                          50   

               KENNY talks into a makeshift phone at the center of the track.

                                     KENNY
                              (into phone)
                         I’ll tell you what’s up.  We need at 
                         least another 300 gallons of water 
                         down here and I’m not sittin’ around 
                         with my finger up my ass waitin’ fer 
                         it.  We’re on coffee break.  No,no--- 
                         you get your own goddam water!  Hey, 
                         another thing, you promised me a 
                         check by today.  I got five guys and 
                         four pieces of equipment on this 
                         job.  And They don’t run on promises!

               KENNY slams down the phone. 

               INT. CONCESSION BOOTH - DAY                                   51   

               CHANCE sets down the phone, looks over at ROBBY and grins.

                                     CHANCE
                         Cindy honey, I need you to do me a 
                         favor.

               CINDY looks at her father who directs her gaze over to ROBBY 
               and JODY.  She gives them a withering look, and looks back 
               at her father in annoyance.

               EXT. RACETRACK ENTRANCE - MOMENTS LATER                       52   

               The GTO with the top down turns onto the highway towing the 
               water barrels.  It gradually picks up speed. JODY perches in 
               the back seat, enjoying the wind in his hair. 

               INT.GTO - DAY                                                 53   

               CINDY's sprawls on the passenger side. ROBBY driving, sneaks 
               a sidelong glance at her ample cleavage and the short leather 
               skirt. CINDY catches him looking and smiles wickedly. 

               CINDY sparks up a joint from the car lighter,throws her hair 
               back and inhales deeply. Her mood is visibly improving.

                                     ROBBY
                         Your dad's really cool.

                                     CINDY
                         My old man is a crook and an asshole. 
                         So mother says. Space cadet she is, 
                         she's probably right.

                                     ROBBY
                         Okay.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        40.


               She gives ROBBY the joint, he takes a hit, and coughing, 
               passes it back. JODY follows the joint wide-eyed. 

               CINDY reaches into the console produces an eight-track tape, 
               put it in the player and cranks up the volume. "Somebody to 
               Love" blares out.

                                     CINDY
                         You like the Airplane?

                                     JODY (FROM THE BACKSEAT)
                         Well, can I at least have a puff?

                                     ROBBY (DISTRACTED)
                         It’s called a toke, not a puff and 
                         no you can’t.  Now shut the fuck up 
                         and sit down!!

               CINDY hands JODY the joint. He takes it gleefully. CINDY 
               begins unwrapping a small foil packet. 

                                     CINDY (TO ROBBY)
                         You've got to learn to relax Roger. 
                         Take a pill.

               She holds a tab of acid in her hand.

                                     ROBBY
                         The name's Robby. 

               CINDY splits the tab in half ingests half and puts the other 
               on her tongue. She moves to ROBBY and french kisses him so 
               that he gets it. 

               The car begins veering wildly. Fortunately the highway is 
               deserted. ROBBY regains control, barely.  Visibly shaken and 
               excited, he eyes her nervously.  

                                     ROBBY (CONT'D)
                         Was that what I think it was? 

                                     CINDY
                         The acid test of any road trip! Drive!  
                         We'll be there and back before the 
                         shit kicks in. Try and relax.  

               CINDY cranks the volume still higher and grabs the windshield 
               hoists herself into the wind and begins swaying sensuously 
               to the music.  ROBBY gives JODY a panicky look in the rear 
               view.  JODY is in his own world, laughing uproariously.  
               ROBBY looks over at Cindy and is sexually excited all over 
               again.

                                     ROBBY
                         Oh, fuck! 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        41.


               INT. GTO - AFTERNOON

               The car speedometer seen in close up, climbs to eighty and 
               over. 

               EXT. HIGHWAY -AFTERNOON 

               White lines fly by in a blur on the pavement. The music is 
               heard pulsating. 

               EXT. HILLTOP - DAY                                            54   

               A crumpled napkin wavers delicately in the wind for a moment,  
               then wafts across the remnants of a picnic lunch, past an 
               empty wine bottle, strewn clothing, and up into the air. 
               ELLIE, clad in a blanket sits blissfully on a rock overlooking 
               the rugged countryside. 

               She takes the air deep into her lungs and closes her eyes, 
               slightly tipsy.

                                     ELLIE
                         I'm going to paint this. This whole 
                         wonderful day.

               ED appears behind her with a roll of parchment. He carefully 
               unrolls it in front of her. 

                                     ED
                         Well, what do you think?

                                     ELLIE
                         What is this?

                                     ED (TRIUMPHANTLY)
                         Plans, gorgeous, For the house.  
                         we’re gonna build it right here on 
                         this hill. 

               She looks at each drawing carefully then looks up at ED as 
               if she's seeing him for the first time.

               ED, excited, begins mapping it out for her. 

                                     ED (CONT'D)
                         This'll be your kitchen with a view 
                         of the garden which'll be--well, you 
                         pick it. The money’s there.  It’s 
                         all coming together.  God El, now we 
                         can make things happen!

               ELLIE stares at him, dumbfounded.  

                                     ELLIE
                         When did I get left out of all this?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        42.


                                     ED
                         Eh?

               ELLIE throws down the plans, moves furiously over to the 
               picnic site and starts dressing quickly. 

                                     ELLIE
                         I know it wasn't three years ago 
                         when you wanted to move out here.  
                         You needed me then. When my father 
                         said it was a dumb idea, I was there 
                         for you.

                                     ED
                         Look El, I-

                                     ELLIE
                         It couldn't have been when you were 
                         building the cafe. I seem to remember 
                         re-designing the kitchen so the 
                         furnace wouldn't wind up in the middle 
                         of the dining area!

                                     ED
                         I wanted this to be a surprise.

                                     ELLIE
                         Don't patronize me you bastard! For 
                         sixteen years we've been dreaming 
                         about this! The house of our dreams, 
                         right on Eagle hill.  And now you've 
                         got the whole thing planned out 
                         without even talking to me about 
                         what goes where!

               ELLIE finishes dressing and grabs the wine bottle. She finds 
               it empty and throws it against a rock smashing it. She glares 
               at ED defiantly.

                                     ED
                         Maybe it's time we got back. 

               ED surveys her for a beat, turns and makes his way over to 
               perch on a rock.  

               He takes a lighter out of his pocket and lights the corner 
               of the parchment. 

               ELLIE stares, then runs over, and grabbing it, puts out the 
               fire.

                                     ELLIE
                         Stop it! What are you trying to 
                         prove?! Honest to God, you act just 
                         like a child. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        43.


               Ed surveys her seriously. She meets his eyes for a moment 
               then breaks contact to look out over the view.

                                     ELLIE (CONT'D)
                         I want the kitchen on the other side. 
                         And the living room faces east. Toward 
                         the sun. Got it?

               EXT. SIDE OF HIGHWAY - DAY                                    55   

               The GTO goes roaring by at a high rate of speed "Airplane" 
               music blaring.

               INT.  GTO - DAY                                               56   

               ROBBY is drumming on the dash in time to the music while 
               CINDY stands on the seat yelling into the breeze. Out the 
               windshield the gas station can be seen coming into view.

               EXT. SERVICE STATION PARKING LOT -- DAY                       57   

               The GTO, towing the trailer, slows and pulls into the lot, 
               arcs in a wide circle and comes to a stop. ROBBY begins 
               backing up. "White Rabbit" begins playing on the stereo. 
               ROBBY'S eye's begin to lose focus and his view of the air 
               pump goes kaleidoscopic.

               EXT. AIR PUMP - DAY                                           58   

               The trailer, loaded with forty-five gallon drums backs into 
               the air pump knocking it askew.  It begins hissing slowly.  
               The collision also dislodges a drum which slowly topples and 
               begins rolling. 

               EXT. PARKING LOT - DAY                                        59   

               The barrel rolls across the parking lot toward the gas pumps.  
               It’s picking up speed and Robbie leaps out of the GTO in 
               pursuit.

                                     ROBBY
                         Shit, Shit, Shit, Shit, Shit.

               KENNY JEARS and his CREW roll onto the lot in a pick-up, 
               swerve to avoid the barrel, nearly hitting ROBBY.  JODY  
               perches on the trunk of the GTO, rocking back and forth with 
               laughter.  CINDY smiles cooly and adjusts her make-up in the 
               rear view mirror.  ROBBY finally catches up with the runaway 
               barrel and begins rolling it back to the trailer.  

               JEAR's pickup pulls up in front of the cafe.  He and the 
               crew disembark laughing.  JEARS turns to one of them and 
               calls out loud enough for ROBBY to hear. ROBBY shakes his 
               head trying to clear his vision. He grins strangely as the 
               acid takes effect.

               JEARS voice comes through to ROBBY as if down a well. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        44.


                                     JEARS
                         Poor kid.  Looks like they got him 
                         over a barrel!

               They all have a good laugh, turn and head into the cafe. 
               ROBBY hoists the barrel onto the trailer, unhitches it from 
               the car and surveys the damage to the air pump.  He tries to 
               fix it by jamming a piece of wood in it.  This only succeeds 
               in slowing down the hiss of air leaking out.  JODY is still  
               roaring with laughter.

                                     CINDY
                         Want some help?

                                     ROBBY
                         I think that's a wonderful idea.

               ROBBY gets out a set of keys and opens up the garage.  He 
               enters followed by CINDY and JODY. 

               INT.  SERVICE BAY - DAY                                       60   

               ROBBY pulls the trailer in through the open door and tries 
               to negotiate filling the barrels at the tap. He grins over 
               at CINDY.  CINDY closes her eyes, licking her lips. She enjoys 
               feeling the effects of the acid and looks over at ROBBY, 
               intrigued.

                                     CINDY (HANDS JODY SOME MONEY)
                         Why don't you get us some cokes from 
                         the machine would ya?  And some 
                         burgers. Take your time.

               JODY looks down at the money in his hand and sizes up the 
               situation.  

                                     JODY
                         Make it five!

               She gives him a withering look, grabs the one back and 
               substitutes a five.  He scampers off toward the salesroom.  
               She turns and smiles at ROBBY. He rocks back and forth and 
               smiles at nothing.

                                     CINDY
                         You're kinda cute, you know that?

               INT.CAFE - DAY                                                61   

               JEARS and his crew sit in a booth drinking coffee.  RED is 
               darting about in the kitchen fixing their orders.

                                     JEARS
                         Hey Red, this coffee tastes like 
                         shit!  YYknow that.  Hey Red?  You 
                         hear me??

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        45.


               INT. KITCHEN - DAY                                            62   

               RED grits his teeth and begins assembling a sandwich. 

                                     RED
                         Yeah, yeah, I heard you for 
                         Chrissakes.  You don’t like the 
                         coffee.  So don’t drink it.

               INT. CAFE - DAY                                               63   

               JEARS winks to his crew.

                                     JEARS
                         Yeah, Christ, the coffees bad, the 
                         food stinks, but the service is the 
                         worst.

               INT. KITCHEN - DAY                                            64   

               RED pauses in the middle of making a sandwich, stung by the 
               remark.  He grabs a large butcher knife, hacking the sandwich 
               in two.

               EXT. AIR PUMP - DAY

               The tail end of the GTO passes the broken air pump and 
               disappearing behind the garage.  The hissing begins to grow 
               louder and the air hose begins to swell.

               INT. SERVICE BAY - DAY

               Water pours into one of the barrels in a now-empty garage.

               INT. SALESROOM - DAY

               JODY approachES the pop machine.  He searches his pockets 
               for coins but all he comes up with is a jackknife, a broken 
               cigarette and a candy.  He looks around checking to see if 
               the coast is clear.

               INT. CAFE - DAY

               JEARS continues with his baiting of RED.  He is picking his 
               teeth with a toothpick.

                                     JEARS
                         Ahhyuhhh...Well what the fuck do you 
                         expect. He's an old, old man.

               RED whirls in from the kitchen, smashes the sandwich down in 
               front of JEARS defiantly, and barges back through the swinging 
               doors.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        46.


               EXT. SERVICE STATION PARKING LOT - DAY

               Seen from above the GTO pulls around the back of the garage 
               and stops.

               INT.GTO - DAY

               CINDY is at the wheel, ROBBY on the passenger side.  CINDY 
               shuts off the ignition, emits a low moan and throws herself 
               on ROBBY. The feelings mutual and the two are soon in the 
               throes of passion.  Clothes start to come off and they manage 
               to fall into the back seat.  "For the Benefit of Mr. Kite" 
               plays during the rest of the following shots and scene.  

               INT. SALESROOM - DAY

               JODY scrunching down in front of the pop machine, lifting 
               the flap on the bottle dispenser and sticking his arm in up 
               to the elbow. 

               INT. CAFE - DAY

               JEARS takes a bite of his sandwich and makes a face.  He 
               gags loudly for effect.

                                     JEARS (CONT'D)
                         Oh.  Oh Shit, that's bad.  I wouldn't 
                         feed slop like that to pigs!

               RED bursts forth from the kitchen brandishing the butcher 
               knife.  JEARS eyes go twice their size as we

               EXT. AIR PUMP - DAY

               The air hose bursts and the hose snakes about wildly.  The 
               bell starts dinging as if summoning boxers into the next 
               round.

               INT SERVICE BAY - DAY

               The water overflows in the barrels and runs in streams out 
               over the garage floor.

               INT. SALESROOM - DAY

               JODY reacting to the dinging air pump by trying to pull his 
               arm quickly out of the pop machine.  He gets it stuck and 
               begins screaming.

               INT. CAFE - DAY

               JEARS is backing toward the cafe door.  He picks up a chair 
               and tries to subdue RED, lion-tamer style.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        47.


                                     JEARS (CONT'D)
                         Now, take it easy Red, I was only 
                         jokin.  The sandwich is good Red.  
                         C'mon it is.  It's good.  It really 
                         is.  It's good.

               INT. GTO - DAY

               CINDY and ROBBY going at it, hot and heavy.

                                     CINDY
                         Easy country boy, easy!

                                     ROBBY
                         Do you hear bells?  Oh, jeeesuz!

               ROBBY quickly disentangles himself from CINDY, finds his 
               pants and stumbles out of the car.  He begins pulling them 
               on as he runs. 

               INT. ED’S CAR - DAY                                           65   

               ELLIE snuggles tightly against Ed as they drive home.

                                     ELLIE
                         No more surprises-?

               Ed gapes through the windshield stunned.

               EXT. SERVICE STATION/CAFE PARKING LOT - DAY                   66   

               ED pulls into the parking lot and they take in the scene out 
               the windshield.  

               RED menaces JEARS and three of his CREW with a butcher knife.  
               JEARS pals are gathered behind him and JEARS keeps the chair 
               he's picked up as a shield between them and RED.  

               ED looks around and takes in the carnage;  The air pump is 
               snaking wildly and dinging like a firebell, Water runs in 
               small rivers across the parking lot. 

               Through the salesroom window he sees JODY with his arm still 
               embedded in the pop machine red in the face and yelling for 
               help.   

               A partially-dressed ROBBY appears at the side of the garage.  
               As ED gapes unbelieving, ROBBY nervously jumps in front of 
               the air pump and tries to hide it from ED's view.  "For the 
               Benefit of Mr. Kite" reaches its crescendo.
 
-----------------------------------------------------------------------------------------------------
                                                                        48.


               EXT.  SALESROOM -- AFTERNOON                                  67   

               ED pulls up and parks the Ford outside the salesroom.  He 
               gets out and opens the trunk, taking out a new pick and 
               shovel. He slams the trunk loudly and walks toward the 
               salesroom.

               INT. SALESROOM - AFTERNOON                                    68   

               ROBBY looks up from his work listing credit card slips as ED 
               enters. ED is visibly angry and trying to keep a lid on it.

                                     ED
                         Come with me--NOW!

               Ed gives the pick and shovel to Robby and he takes them 
               plainly frightened. 

               EXT. HILLTOP - DAY                                            69   

               ED drives a wooden stake into the ground with a hammer and 
               paces off fifty paces as ROBBY silently watches him. ED  
               drives in a second wooden stake.  He looks up at Robby coldly, 
               the sledge in his hand.

                                     ED
                         Start diggin.  Straight line between 
                         those two stakes.  Frost line is 
                         four feet so that's how deep I want 
                         it.  And not one goddamned inch shy 
                         of four feet.  Is that clear to you?    
                         Supper will be ready at eight.  I 
                         don't expect you home before then.

               ED turns on his heel and starts walking away. ROBBY watches 
               him go and then turns resignedly to his task. One hundred 
               and fifty feet of Canadian Shield lie stretched before him.  

               He stabs the shovel into the earth. There is a loud clang of 
               metal against rock.  

               INT. CAFE - NIGHT                                             70   

               CHANCE is at the counter paying for a tray of take-out coffee.  
               RED serves him. 

               ELLIE looks out from the kitchen.  

               JAMES and MITCHELL are in a booth having pie and milk. They 
               look out the window to see ED's Ford  pulling up in front of 
               the cafe. ED comes into the cafe, slamming the door behind 
               him.

                                     ED (TO CHANCE)
                         I want you to leave and I don't want 
                         to see you in here again.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        49.


                                     ED (TO CHANCE) (CONT'D)
                         That goes for daughter, your buddy 
                         Jears and the rest of your three-
                         ring-fucking circus.

                                     CHANCE
                         Whoa.  Whoa.  Slow down here buddy.  
                         I know things got a bit outta hand.  

                                     ED
                         Get out!  Now!

               CHANCE sees there is no room for discussion.  CHANCE regards 
               ED for a beat and leaves. The bells on the door jingle 
               merrily. ED turns to find all eyes on him. There is a beat.

                                     MITCHELL
                         That's a bad spirit Ed. Don't let it 
                         stay with you.  Have some pie.  It's 
                         good.

                                     JAMES
                         Car's ready Ed. Tomorrow everbody at 
                         the track is gonna see your name 
                         painted on the side.

                                     MITCHELL
                         Oh, that milk's cold.  Makes my teeth 
                         tingle.

                                     ED
                         Look, get the fuck out ok?  Milk and 
                         Pie are on the house, Ok?  Just go.

               JAMES and MITCHELL reluctantly get up and move to the door.

                                     MITCHELL (TO JAMES)
                         I didn't know our sponsor was gonna 
                         supply milk and pie.  I'd of had ice-
                         cream with it.

                                     JAMES
                         Never mind about the ice-cream.  
                         He's grouchy enough about giving 
                         away the milk an pie.

               They leave.  RED makes himself scarce in the kitchen while 
               ELLIE sits down in a booth with a cup of coffee.  She lights 
               a cigarette and regards him levelly through the smoke.

                                     ELLIE
                         Where's Robby? 

                                     ED
                         Remember when we first talked about 
                         a place in the country?  We thought 
                         it would be good for the kids.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        50.


                                     ELLIE
                         You thought it would be good for 
                         them. 

                                     ED
                         That's right! A little fresh air and 
                         hard work never killed anybody. Christ 
                         when I was that age-

                                     ELLIE (WRYLY)
                         You had to work to support your 
                         mother. You didn't have a choice. 
                         This is different. These kids have 
                         both parents- or do they?

                                     ED
                         Robby knows what he has to do! He's 
                         got to learn that the world is not 
                         an easy place-

                                     ELLIE
                         For you! It's not an easy place for 
                         you. But ROBBY isn't you. You both 
                         need to understand that.

                                     ED
                         I'll tell you one thing.  I'm gonna 
                         be on top of every goddamn little 
                         thing that goes on around here from 
                         now on.

               ED's face is a straight hard line as he stares out the window.  
               ELLIE quietly picks her cup and saucer off the table and 
               takes it toward the kitchen.

               EXT. HILLTOP - DAY                                            71   

               We are high above ROBBY, looking down on him as he toils 
               away at his ditch-digging. 

                                     MITCHELL (V.O.)
                         Summer is a time for growth.

               The sound of cicadas can be heard, droning sleepily. As we 
               near ROBBY he looks up sweating, and surveys the hundred 
               feet he has yet to dig to reach the other stake. 

                                     MITCHELL (CONT'D)
                         All the seeds begin to unwrap 
                         themselves so that in time you can 
                         see their true colors.

               ROBBY grits his teeth and he goes back to his work. The sound 
               of shovel hitting rock is heard. He strikes harder and harder 
               at the rock. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        51.


                                     ROBBY
                         I am Captain Superior.  You will 
                         bend to my will--

               ROBBY attempts to lever a  big boulder up and out of the 
               ditch. He struggles, hissing through clenched teeth but the 
               boulder falls back in, narrowly missing him.  He breaks and 
               begins to sob.

                                     MITCHELL (V.O.)
                         In this country pine trees can get 
                         to be over one hundred feet tall 
                         growing out of solid rock.

               ROBBY crawls out of the ditch, turns to see ED watching him.  
               He raises the pick as makes as if to charge then buries it 
               deep in the ground that lies between them.

               He turns and staggers away.  ED watches him go.  ROBBY turns  
               to glare at him.

                                     ROBBY
                         Fuck you.  No more.

               ROBBY turns again and walks away into the late afternoon 
               sun.  ED closes his eyes and rubs them with his hand. When 
               he opens them, ROBBY is gone.

               EXT. JAMES AND MITCHELL'S CABIN - MORNING                     72   

               The yard is littered with junk. The battered hulk of the old 
               Pontiac they've converted to a stock car serves as a 
               centerpiece. 

               paint cans are strewn about, and the roof of the car bears 
               the slogan "RED SLEPT HERE." All kinds of stickers adorn the 
               car, one of them for a local brand of peanut butter.  A 
               crudely drawn marijuana leaf adorns the trunk lid.  

               Wood-smoke curls up through a crooked chimney and a raccoon 
               scampers up bright eyed, rises on his haunches and sniffs at 
               the front door. 

               INT. JAMES AND MITCHELL'S CABIN - DAY                         73   

               The static-filled image of man taking his first step on the 
               moon can be seen on a television screen.

                                     T.V. ANNOUNCER (V.O.)
                         That's one small step for man---

               A hand bashes the side of the TV. As we pull away we see 
               MITCHELL, joint in hand, trying to get a better picture. The 
               sound goes out on the TV. He surveys the screen, annoyed.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        52.


                                     MITCHELL
                         Fucking guys. Excuse my language. 
                         Why don't they just be happy to look 
                         at the moon. Like we do.

               We pull back further to a cluttered interior.  Junk is 
               everywhere, piled deep and high.  JAMES stokes up a wood-
               stove in the corner.  MITCHELL moves to a rickety old table 
               in the center of the room.  The table is littered with butts 
               and a partially filled wine bottle. MITCHELL looks over at 
               ROBBY who lies sprawled on a sagging bunk bed in the corner.  
               ROBBY opens one eye, takes in his surroundings then groans.

                                     MITCHELL (CONT'D)
                         Hey, James he's alive.  You're missing 
                         things Robby. Some guys just walked 
                         on the moon!

               JAMES comes over and joins MITCHELL at the table.

                                     JAMES
                         Yeah, wine can make you do that.  
                         There's still some left.  Want a 
                         cup?

               ROBBY rises to a sitting position shakes his head weakly, 
               trying to orient himself.  JAMES and MITCHELL pour themselves 
               a cup, toasting each other.

                                     JAMES (CONT'D)
                         Me and Mitchell been fishin' already.  
                         Caught breakfast.  You like Bass?

                                     ROBBY
                         Ohhhhhh God. I'm sore.

                                     MITCHELL
                         I'd be too.  Your father shouldn't 
                         of done that.  James says just for 
                         that he's not our sponsor no more.

               ROBBY rises tenderly and holds his head. 

                                     ROBBY
                         I should be going home.

               (A beat.)

                                     ROBBY (CONT'D)
                         What's that smell?

                                     JAMES
                         Sweetgrass.

               JAMES calmly regards Robby for a moment. Robby looks back 
               quizzically. JAMES smiles back at him. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        53.


                                     JAMES (CONT'D)
                         You'll get what you need Robby.  
                         Remember that. A boy becomes a man 
                         when he starts looking for some things 
                         away from  his home.

                                     MITCHELL
                         Me and James are goin' up to the 
                         track to register Redman's revenge.  
                         Want to come?

                                     ROBBY
                         Redman's revenge?

                                     MITCHELL
                              (beaming)
                         Our race car.  It's opening day.

               INT. CAFE - DAY                                               74   

               ELLIE  angrily clears away breakfast dishes from in front of 
               ED. She moves to the kitchen and can be heard banging the 
               dishes into the sink.

                                     ED
                         I'm telling you he'll be back. Where's 
                         he gonna go for God's sake? El? 
                         Where's he gonna go? 

               There is silence from the kitchen. 

               ED notices a car pulling up to the pumps out the cafe window.  
               He takes a last gulp of coffee and starts out the door.

                                     ED (CONT'D)
                         There's another one.  American Plates!  
                         What did I tell ya?  It's starting.

               He exits out toward the gas pumps. ELLIE comes through the 
               kitchen door and looks after him.

                                     ELLIE
                         On top of every little thing isn't 
                         he?

               she turns to RED who's mopping the floor.

                                     ELLIE (CONT'D)
                         Makes you feel sorry for the little 
                         things. 

               Some American TOURISTS flood in, chattering.  One couple 
               move to a booth and begin looking at menus.  Others stop to 
               look over  postcards at the counter.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        54.


                                     #1ST AMERICAN TOURIST
                         Damn!  Sure is pretty country.  Uh-
                         huh, it surely is.

                                     2ND AMERICAN TOURIST
                         Except for the flies.  They got so 
                         many flies--what do they need so 
                         many goddam flies for, that's what I 
                         wanna know. We don't got flies like 
                         this in Ohio!

               A third woman tourist picks a post card off the rack showing 
               an Indian chief in full ceremonial dress.  She hands it to 
               her friend.  

               Outside the window, more cars can be seen lining up at the 
               pumps.  Ed is working furiously but he appears to be losing 
               ground.

                                     3RD TOURIST
                         My, lookkit all them feathers.  Isn't 
                         he something?

               EXT. RACETRACK PIT AREA - DAY                                 75   

               MITCHELL and ROBBY push "Redman's revenge" over to the pit 
               area.  JAMES is wheel-man.  They come to a halt outside the 
               gate and take a moment to look around.  

               The track is open and attendance is to capacity.  On the 
               oval CINDY is at the wheel of the GTO leading a growling 
               pack of stockers around on their parade lap.  She waves to 
               the crowd who roar their appreciation.  

               WALTER is in the announcers booth employing his own inimitable 
               style.

                                     WALTER (V.O.)
                         What a wondrous summers day we have 
                         here today, ladies and gentlemen, as 
                         we gather in avid anticipation of 
                         our very own acrobats of acceleration, 
                         our demons of dash, our mercurial 
                         matadors...

               ROBBY sags visibly when he sees CINDY.

                                     ROBBY
                         Put a sock in it WALTER.

               He continues to watch the oval gloomily.  A PIT MAN has come 
               over to the gate and hastily beckons JAMES and MITCHELL over.

                                     PIT MAN
                         What the fuck is going on here?
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        55.


                                     PIT MAN (CONT'D)
                         What is this piece of shit doing in 
                         front of the gate?  We got traffic 
                         coming through here!  You gotta move!

                                     MITCHELL
                         We come to race.

                                     PIT MAN (CONTEMPTUOUS)
                         Okay Tonto I don't know how to break 
                         it to you but- this car no good for 
                         race-it dead many moons now. You 
                         take it happy hunting ground. Now 
                         get it the fuck outta here before I 
                         call security.

                                     MITCHELL (GROWING ANGRY)
                         We can make it run.  Just needs a 
                         boost.

                                     PIT MAN
                         It don't meet specs.  Now willya get 
                         outta here asshole?

               MITCHELL loses it and charges the PIT MAN. They hit the ground 
               and begin to wrestle.

                                     ROBBY
                         Jeezuz! 

               JAMES starts to rush to his brothers defense. ROBBY grabs 
               JJAMES by the arm.  

                                     ROBBY (CONT'D)
                         I'm gonna leave you guys to sort 
                         this out yourselves.  I gotta see 
                         Chance.  Maybe--well I'll see ya 
                         later.

               JAMES has the PIT MAN in a headlock. 

                                     PIT MAN
                         Ok. Injun. Let's smoke a peace pipe 
                         ok? 

               ROBBY runs off and JAMES helps MITCHELL get up and dust 
               himself off. The PIT MAN rubs his sore neck.

                                     PIT MAN (CONT'D)
                         I can't let you enter. I'm sorry ok? 

               MITCHELL starts to protest but JAMES waves him off. They 
               struggle to push "Redman's revenge" away. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        56.


               EXT. CLAY OVAL - DAY                                          76   

               The cars finish their pace lap and explode into a roar under 
               the green flag.

                                     WALTER (V.O.)
                         And they're off!  Now here's a  
                         reminder.  Next week is Master mayhem 
                         week here at Haven Speedway--

               On the backstretch, NORT'S car, number seventeen, can be 
               seen moving up through the pack. 

               INT ANNOUNCER'S BOOTH - DAY

               WALTER calling out the announcement.

                                     WALTER (CONT'D)
                         All manner of cars and crates will 
                         be admitted next Saturday only, for 
                         a chance at a cash purse worth over 
                         two hundred dollars.

               As the pack thunders out of the corner number six and number 
               twelve vie for first place. 

                                     WALTER (V.O.) (CONT'D)
                         That's right ladies and gentlemen, 
                         its our head to head, back to the 
                         bone-yard, Demolition Derby.

               EXT. PIT AREA - DAY

               James and Mitchell exchanging looks,taking in the implications 
               of a demolition derby. They grin at each other.

               EXT.CLAY OVAL - DAY

               Number six bumps number twelve sending the stocker crashing 
               into the wall in front of the grandstand. Parts fly 
               everywhere. The crowd leap to their feet cheering and a yellow 
               flag drops down.

               NORT floors it through the smoke, narrowly missing the crashed 
               stocker.  He spots the yellow flag and is forced to slow.

               INT. NORT'S CAR - DAY

               NORT, inside his car with muddy face.

                                     NORT
                         Shit! This was just starting to get 
                         fun!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        57.


               EXT. CLAY OVAL - DAY 

               One of the stockers begins belching black smoke on the 
               backstretch. 

                                     WALTER (V.O.)
                         Roger Powley is out of it Ladies and 
                         Gentlemen and oh, whats this? Freddie 
                         Lund has smoke coming from under his 
                         car. He's lost his um- muffler 
                         bearing. 

               A group of race fans eye the announcers booth and begin 
               laughing. 

               EXT. BLEACHERS - DAY                                          77   

                                     FIRST FAN
                         muffler bearing?

                                     SECOND FAN
                         What do you expect! He usually covers 
                         hockey!

               In the background, the afflicted cars are cleared from the 
               track. The green flag is dropped again and the race resumes 
               with a howl.

               EXT. CLAY OVAL - DAY                                          78   

               As the cars thunder into the corner, NORT takes the inside 
               and pulls into the lead. Clods of clay fly everywhere as the 
               cars accelerate into the stretch. 

               INT. CONCESSION STAND - DAY                                   79   

               WALTER looks out over the track and talks into the microphone, 
               excitedly.

                                     WALTER
                         Norton Abrams has taken the lead 
                         ladies and gentlemen going into this 
                         last lap. 
                              (reads from a page)
                         Next week will also feature the 
                         exemplary excellence of the inimitable 
                         Death defying Hell Drivers of 
                         California U.S.A.for one appearance 
                         only.

               WALTER takes a large drink of scotch from a flask he has 
               hidden in his suit pocket.

               EXT. CLAY OVAL - DAY                                          80   

               The stockers roar toward the grandstand. NORT takes the 
               checkered flag by a whisker, ahead of the howling pack.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        58.


                                     WALTER (V.O.)
                         That's Norton Abrams as your champion 
                         wunderkind on wheels.  Sterling 
                         steering Nort.

               NORT circles, approaches the flagstand and picks up the 
               checkered flag for a victory lap.

               EXT. FLAGSTAND - DAY                                          81   

               an OFFICIAL hands NORT the flag.

                                     OFFICIAL
                         Congratulations!

               He grabs the flag proudly and begins his victory lap. The 
               crowd's is on its feet cheering.

               INT. NORT'S STOCKER - DAY                                     82   

               NORT's enjoying himself, doing an Elvis impersonation at the 
               top of his lungs.

                                     NORT
                         "Wise men sayyyy, only fooools rush 
                         in--"  

               INT. CONCESSION STAND - DAY                                   83   

               ROBBY comes in, sees that CHANCE is on the phone.  CHANCE 
               sees him, holds up an "I'll be with you in a minute" finger.

                                     CHANCE
                         Are you kidding Ronnie?  We've already 
                         announced it.  The Hell Drivers for 
                         next week.

               CINDY walks in, checks on the mail, surprised to see ROBBY.  
               He tries a weak smile and CINDY gives him a wink and continues 
               with her work.

                                     CHANCE (CONT'D)
                         You can't...I know how far it is 
                         Ronny!  But listen buddy,...

               He gestures urgently to CINDY who hands him a nearby tape 
               player.  CHANCE hits it and the sound of wild audience 
               cheering fills the booth. CINDY begins sorting cash receipts.

                                     CHANCE (CONT'D)
                         Sorry Ronny-- hard to hear, the folks 
                         are having a good time.  That's a 
                         lot of dough up front buddy...Ok,Ok, 
                         look you got it.  I'll send the check 
                         ahead.  Course it's good.

               CINDY hands CHANCE a huge stack of currency. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        59.


                                     CHANCE (CONT'D)
                         Look I'm not gonna keep that kinda 
                         cash layin around.

               ROBBY eyes the photographs of various drivers on the wall 
               carrying the checkered flag. CHANCE pockets the huge wad of 
               cash.

                                     CHANCE (CONT'D)
                         Ok we're set.  Look I want some 
                         drivers up here within two weeks 
                         from Millwaukee.  Yeah, I got guys 
                         here, but people want American---
                         Ronnie lets face it, the guys here 
                         are yokels.

               ROBBY'S stares over, visibly startled at hearing CHANCE talk 
               this way. CINDY looks over at him, smiles at his naivety and 
               brushes past him out the door.

                                     CHANCE (CONT'D)
                         Ok Ronnie I love ya.  We're gonna 
                         make a million.  See ya.....

               CHANCE bangs down the phone and gives ROBBY a wink and a 
               smile.

                                     CHANCE (CONT'D)
                         Hey, it's El Robbo.  How ya doin 
                         kiddo?

                                     ROBBY
                         You're not mad?

               CHANCE picks up the phone and begins dialing.

                                     CHANCE
                         What for??

                                     ROBBY
                         Well,what happened-

                                     CHANCE
                         It's a big old world Robbo. Shit 
                         happens.  What's on your mind skip?

                                     ROBBY
                         Well I know it's a lot to ask but-

               CHANCE has made his connection, starts speaking, but motions 
               ROBBY to continue.

                                     CHANCE
                         Laura sweetie, it's Chance.  Your 
                         daddy in?  --Kenny!  You have any 
                         luck with the Racing Association?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        60.


                                     ROBBY
                         I was thinking. You said you started 
                         driving at my age and --

                                     CHANCE
                         --You guys are perfect!  Are you 
                         kidding?  There's nothing up here 
                         but Canucks with ten year old beaters.

                                     ROBBY (DEFLATING)
                         I thought maybe you could use an 
                         extra--

                                     CHANCE
                         You guys are the best.  Now get your 
                         butts up here!

                                     ROBBY (MISERABLY)
                         -driver.

               CHANCE hangs up the phone, sizes up ROBBY for a beat.

                                     CHANCE
                         Look kid, no offence but you need to 
                         learn a few things.  I think you 
                         should be talking to your dad.

                                     ROBBY
                         I'm livin with James and Mitchell.  
                         I'm no kid anymore.  

                                     CHANCE
                         James and Mitchell huh?  The two 
                         half-breeds?

                                     ROBBY
                         Eh?

               CHANCE puts an arm around ROBBY, leading him out of the booth.

               EXT. CONCESSION STANDS - DAY                                  84   

               ROBBY AND CHANCE walk through the crowds lined up at the 
               concessions buying chips, pop, and racing memorabilia.

                                     CHANCE
                         Look, I got one opening.  I want 
                         someone to entertain the folks during 
                         intermission.  You know, put on an 
                         act, funny stuff, folks like that --
                         down on the track at half-time.  
                         Whadda ya say?

                                     ROBBY
                         You mean like a stunt man or 
                         something?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        61.


                                     CHANCE
                         Like a clown!  What I want is a clown.  
                         You can do that, huh?  Be a clown?

               ROBBY comes to a halt. CHANCE keeps on walking. 

                                     CHANCE (CONT'D)
                         Want it or not?  Twenty-five bucks a 
                         show.

               The GTO barrels off in a cloud of dust that slowly envelopes 
               ROBBY  as he watches it disappear.

               EXT. GAS PUMPS - EVENING                                      85   

               Crickets can be heard singing.  ED watches a long string of 
               cars wend their way home from the racetrack as he tops up a 
               tourists car.  

               He wipes the windshield, takes the cash, and slowly heads 
               into the salesroom. 

               He can be seen through the window putting the cash in the 
               register and closing it. He looks up at nothing for a beat.  

               He emerges, shoulders drooping,and crosses next door to the 
               cafe.  Business has slowed and the lot is empty.  ED takes 
               one last murderous look at the stream of traffic from the 
               track and enters the cafe.

               INT. CAFE - EVENING                                           86   

               ED sits on a stool and watches RED and ELLIE go about their 
               cleaning chores prior to closing. ELLIE wipes tables in a 
               cold silent fury.

               He tries rattling his spoon in his cup to indicate a refill. 
               He is ignored so gets up and gets his own.  ED returns to 
               the stool and sips in silence.  He begins to grow 
               uncomfortable.

                                     ED
                         What a day! Tourist season's here 
                         for sure.

               Silence.

                                     ED (CONT'D)
                         Did you see that lineup at noon?  
                         That couple from Ohio? 

               Silence.

                                     ED (CONT'D)
                         Well, they sure liked your butter 
                         tarts, Red.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        62.


               Red stops mopping for a moment, sneaks ED a grin.  ELLIE 
               catches it, and the grin disappears quickly from RED's face. 

               ELLIE crosses to the juke box, depositing a quarter and 
               punches buttons, seething.  

               She returns to her work filling sugar containers.  A cheatin' 
               hurtin' country love song comes on and Ellie bangs down the 
               sugar container, strides over and unplugs the jukebox. 

               The song gutters and stops. Silence resumes.

                                     ED (CONT'D)
                         Jesus, the atmosphere in here is  
                         awe-inspiring.  Maybe to pick it up 
                         a bit, we ought to restage that knife 
                         fight Red.  Dress you up like an 
                         Indian. Jears and the boys as cowboys.  
                         The tourists'd love it. How about 
                         it?

               RED glares at ED and returns to his mopping. 

               ELLIE briskly crosses into the kitchen and returns with ED's 
               lunchpail. She begins straightening his tie.

                                     ELLIE (SOFTLY)
                         Let me see if I've got this right. 
                         My son is out there somewhere, scared 
                         and alone, and this is somehow funny 
                         to you. I guess he's  learning his 
                         lesson, hmmm? Well here's your lesson 
                         for today.

               She tightens the tie choking him.

                                     ELLIE (CONT'D)
                         If anything happens our son, if he's 
                         not back here and soon, you'll be 
                         living in that big dream house alone. 
                         You got that?

                                     ED
                         Honey Rob's--

               ELLIE pushes the lunch pail into ED's hands, and opens the 
               door. 

                                     ELLIE
                         Oh my, look at the time! Late for 
                         work. I know how important that is 
                         to you.

               ED studies her for a beat, then angrily stalks out the door, 
               slamming it behind him. The bells tinkle.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        63.


               Ed's car can be heard squealing out of the lot as ELLIE gazes 
               out the window into the darkening sky.

               EXT. JAMES AND MITCHELL'S CABIN - AFTERNOON                   87   

               MITCHELL and JAMES tinker under the hood of "Redman's Revenge" 
               hooking up the carburetor.  ROBBY examines the junk in the 
               yard.  He picks one item up, can't figure out what it is and 
               throws it down again impatiently.

                                     ROBBY
                         I don't know nothing about being a 
                         clown.

                                     JAMES
                         You mean you dun't know anything.  
                         If you don't know nothing then you 
                         must know something.  That's what 
                         they call two wrongs make it right.

                                     MITCHELL
                              (Proudly)
                         James got grade 9.

                                     ROBBY
                         C'mon you guys.  I'm seriously fucked 
                         if I can't be funny.

                                     JAMES
                         Do you do any tricks?  Like blowing 
                         smoke out your ears?  Or biting heads 
                         off smelts?  Mitchell can bite their 
                         heads off.  It's pretty gross though.

                                     ROBBY
                         I can juggle. 

                                     JAMES
                         Pretty good start. 

                                     ROBBY
                         Juggling's not funny.  A clown's 
                         gotta be funny.

                                     JAMES
                         Who said anything about being a clown?  
                         That's what they want.  You do what's 
                         inside of you.  Else it's a lie.  
                         What you got inside of you?

                                     ROBBY
                         Nothing!  I got nothing inside me!  
                         I just dream stuff that's all.  I 
                         don't do nothing....I mean anyting..I 
                         mean any..thing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        64.


                                     MITCHELL
                         How about those paintings?  those 
                         are pretty good.  Whose that guy?

                                     ROBBY
                         They're not paintings.  They're 
                         cartoons.  Captain Superior.  And 
                         he's imaginary.  Im-a-gin-ar-y?  Got 
                         it?

                                     JAMES
                         Why don't you make him real?  That 
                         would turn your inside out.  Fix 
                         your problem too.  Make twenty-five 
                         bucks doing it.

                                     ROBBY
                         You guys drive me fuckin' nuts.

               ROBBY stomps off back to the cabin. On the way he slips on 
               the grass and falls flat. JAMES and MITCHELL roar with 
               laughter as ROBBY tries to get up but slips again.JAMES goes 
               back to working under the hood as MITCHELL sparks up a joint.

                                     JAMES
                         Now that's funny.

               ROBBY glares at them and enters the cabin, slamming the door.  
               A hubcap falls off the wall. 

                                     MITCHELL
                         Think he'll do it?

                                     JAMES
                         Pretty hard to turn your insides 
                         out. Hand me that wrench. But, Robby 
                         there? His world's upside down anyway.  
                         What's he got to lose?

               We begin to move away from JAMES and MITCHELL as they tinker 
               with one piece of junk in the middle of a whole yardful of 
               it. 

               INT. CAFE - AFTERNOON                                         88   

               It's quiet in the cafe with only four customers gathered in 
               one booth.  

               JODY helps out behind the counter filling filters for the 
               coffee machine.  

               RED comes out of the kitchen carrying four steaming-hot 
               dinners at once.  He successfully navigates over to a table 
               of customers and sets them down. A customer begins to sprinkle 
               salt on his meal.  RED indignantly takes it away from him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        65.


                                     RED
                         It don't need any. 

               The customer tries it, judges it, seems pleased and nods to 
               RED.  RED nods back, satisfied.  Another customer, about to 
               put pepper on his meal, now looks up to Red for approval.

                                     RED (CONT'D)
                         What am I?  Your mother... 
                         Chrisss......you want pepper?  Use 
                         the pepper.  You don't want pepper?  
                         Leave it alone.

               The customer looks to his seat-mates for help.  They shrug 
               and go on with their meal.  With a self-satisfied smile, RED 
               returns to the kitchen carrying the salt shaker.  

               Through the pass-through window he spies JODY stealing a 
               chocolate bar from an under-counter display.  RED tiptoes up 
               behind Jody as he's pocketing it and smacks him on the back 
               of the head.

                                     RED (CONT'D)
                         Hey, whadda think you're doin!

               JODY jumps at RED's voice and so does the customer who's 
               finally decided the meal needed some pepper.

                                     RED (CONT'D)
                         Help me get this counter cleared off 
                         here.

               JODY starts to protest but Red's already clearing the counter.  
               He stuffs all the dirty cutlery into four glasses, and scoops 
               them up with one hand after first balancing four plates on 
               his head.  

               With his free hand he scoops up the dirty napkins and three 
               coffee cups.  He makes for the kitchen.  

               Awe-struck by this display, JODY follows him into the kitchen 
               area carrying the one remaining cup.  RED re-emerges being 
               tailed by a wide-eyed JODY.

                                     JODY
                         Where'd you learn to do that?

                                     RED
                         Navy.

                                     JODY
                         Get outta here.  You were never in 
                         the navy.

               RED sits on a stool and begins adding up a check for the 
               customers.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        66.


                                     RED
                         Yeah?  How do you know?

                                     JODY
                         Cause before, you said you were in 
                         the army.

                                     RED
                         Ok. Army then.

                                     JODY
                         I don't think you were in anything.

                                     RED
                         You ever get hit in the head with a   
                         plate?

               JODY looks at RED uncomprehending.  RED finishes adding up 
               the tab and rips it from the pad.

                                     RED (CONT'D)
                         Keep it up.

               RED takes the tab over to the customers and returns to the 
               kitchen.  JODY follows him in. 

               INT.KITCHEN - AFTERNOON                                       89   

                                     JODY
                         Where'd you learn it really?

               RED opens a refrigerator and leans into it.

                                     RED
                         Learn what?

                                     JODY
                         To carry stuff on your head and stuff.

               RED emerges from the refrigerator with an egg in each hand.

                                     RED
                         Circus.

                                     JODY
                         Really?

                                     RED
                         Uh-huh.  Used to do it on a tightrope.  
                         When I was your age.

                                     JODY
                         You never...

                                     RED
                         Watch this...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        67.


               RED holds the eggs, one in each hand behind his back.  He 
               begins to toss them in the air, over his shoulder and catch 
               them one handed.  First one then two at a time.  His face 
               becomes flushed with the effort and the speed and intensity 
               of his trick increases.

                                     JODY
                         Wow!

               INT.CAFE - AFTERNOON

               Ellie coming into the cafe with a couple of bags of supplies.  

               She begins making her way past the customers who are rising 
               to pay their bill.  

               ELLIE sets the bags down behind the counter, moves to the 
               cash and settles up with the customers.  They file out.

               INT. KITCHEN - AFTERNOON

               JODY is awe-struck at the display but RED is breathing 
               raggedly and is suddenly seized with a heart attack.  

               One arm reflexively goes to into his chest and he crashes 
               into the egg crates behind him.  There are broken eggs 
               everywhere and the spillage seeps out in a widening pool 
               around Red.

                                     JODY (CONT'D)
                         Ma......Maaaaaaaa!

               ELLIE comes running into the kitchen, takes in what's happened 
               and shoves Jody out of the way bending down to help Red.

                                     ELLIE
                         Go get your father... Jody go.Go 
                         now.  

               JODY flies out of the kitchen, through the cafe, out the 
               door.

               EXT. GAS PUMPS - AFTERNOON                                    90   

               ED finishes with a customer and returns the pump hose to its 
               holder.  He hears screaming, turns to see JODY yelling from 
               the cafe door.

               ED takes in the boys terror, and bolts for the cafe.  He's  
               nearly run down by a departing customer who screeches to a 
               halt.   Sidestepping the car, ED dashes into the cafe.

               INT. CAFE - AFTERNOON

               ED desperately scanning the deserted cafe then heading for 
               the kitchen.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        68.


               INT. KITCHEN - AFTERNOON                                      91   

               ED appears in the kitchen. He's stunned at the scene of ELLIE 
               cradling a semiconscious RED, who's breath is coming in rasps. 
               His color has gone to gray.

                                     ED
                         I'll get the car.  I'll be right 
                         back.  I'm getting the car.  Try and 
                         stay calm. I'm getting the car!

               He bolts from the kitchen and ELLIE looks down at RED trying  
               mightily to hold back her tears.

                                     ELLIE
                         What some people won't do for some 
                         time off...you hang on old man.  Do 
                         you hear me...you just have to ...

               EXT. SALESROOM - AFTERNOON                                    92   

               ED jumps in the Ford and frantically keys it. It won't start.  

               Cursing, ED jumps out, runs to the garage, grabs a new battery 
               from a display and some jumper cables.  Moving quickly and 
               efficiently, he jumps the car.  

               It roars to life and he squeals it over in front of the cafe 
               still trailing the jumper cables.

               EXT. SERVICE STATION PARKING LOT - AFTERNOON

               The brake lights of the Ford glow bright red as ED screeches 
               to a halt.

               INT. E.R. WAITING ROOM - LATER                                93   

               ED fiddles with a vending machine but can't get it to work.  
               He gives it a several smacks.  

               ELLIE looks up from a bench nearby where she's been sitting 
               with head in hands. 

                                     ELLIE
                         You can skip the charm. Did you try 
                         money? 

               A doctor enters, reading a chart.

                                     DOCTOR
                         Mr and Mrs--Hewson?

               ELLIE bolts out of her seat and over to the doctor.  ED joins 
               her.  

               In the background, ROBBY comes rushing in, stopping in his 
               tracks when he sees them talking to the doctor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        69.


                                     DOCTOR (CONT'D)
                         He's stable.  Remarkable, considering.  
                         As you probably guessed he's suffered 
                         heart failure.  I'll need to notify  
                         his next of--

                                     ELLIE
                         We're his family. 

                                     DOCTOR
                         --Of course.  Has Mr. Flory been 
                         under any undue stress lately?

               ELLIE glares over at ED. There is a beat. The doctor pats 
               ELLIE's shoulder.

                                     DOCTOR (CONT'D)
                         You can see him Tuesday. We'll talk 
                         more then.

               The DOCTOR leaves.  ELLIE turns, sees ROBBY.  He stands rigid, 
               staring at a gurney. Tears stream down his cheeks.  

               ELLIE runs to him and hugs him.  He remains stiff, and looks 
               over at ED. 

                                     ELLIE
                         My God, I've been worried.  Where 
                         the hell have you been?  

               ED remains frozen to the spot.  He and ROBBY eye each other.  
               ELLIE feels the unremitting stiffness in ROBBY and takes in  
               the two men staring coldly at each other.

                                     ELLIE (CONT'D)
                         Stupidity.  That's what this is.  
                         Men and stupidity. 

               ED breaks eye contact and looks at his watch.

                                     ED
                         I've got to get to work. 

               He starts toward the door and turns back to ROBBY.

                                     ED (CONT'D)
                         You want a ride?

               Silence.  ED looks to ELLIE. 

                                     ED (CONT'D)
                         Are you coming?

               It's a standoff. ED shrugs, turns on his heel and walks  out 
               the door. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        70.


               INT. REDMAN'S REVENGE - EVENING                               94   

               ROBBY pilots the heap. As they lurch along he tries to find 
               third gear. He occupies the only seat.  The rest of the car 
               has been stripped to bare metal.  

               ELLIE sits on the floor of the passenger side with only 
               ROBBY's coat for padding.  She clings to the makeshift roll 
               bar for support, smiling nervously; very nervously.   

               They've stopped somewhere previously for burgers and ROBBY 
               munches away happily.  

               ELLIE is more concerned on hanging on for dear life. ROBBY 
               offers her french-fries.  She shakes her head, pointing to a 
               glowing red light on the dash. She has to yell to be heard 
               over the roar.

                                     ELLIE
                         What's that light?

                                     ROBBY
                              (yelling back)
                         Temperatures running a little hot.   
                         It's okay, we're here.

               Robby pulls the heap to a stop.  Out the metal screen where 
               the windshield once was, the family's mobile home can be 
               seen. ELLIE tries to get out of the car but the doors welded 
               shut. 

                                     ROBBY (CONT'D)
                         It's ok, I'll take care of it.

               He leaps out of the clunker and crosses to the passenger 
               side. He lifts his mother out of the car and sets her down. 

                                     ELLIE
                         Well I'm impressed. You've grown.

               There is an embarrassed silence. ELLIE begins to babble.

                                     ELLIE (CONT'D)
                         C'mon. I've changed the sheets on 
                         your bed. There's clean clothes in 
                         your drawer. You've got to do 
                         something about that room though,its--

                                     ROBBY
                         Ma, I'm not staying.

               ELLIE looks at him, hurt.

                                     ROBBY (CONT'D)
                         I'm ok. Really. I've got a job up at 
                         the race-track.  Listen-- could you 
                         come?  It starts tomorrow afternoon.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        71.


               ELLIE sizes him up. He looks determined. 

                                     ELLIE (FIRMLY)
                         I wouldn't miss it for the world.

               ROBBY circles around again and jumps in the car.  It roars 
               to life and he begins backing out the drive.   

               INT. STEEL MILL OFFICE- NIGHT                                 95   

               ED selects his punchcard from the rack and finds a note 
               attached to see the foreman.

                                     ED
                         Shit!

               He rips the note off, punches in, and makes his way through 
               the maze of the mill, waving to his co-workers en route.  

               He reaches his crane, begins to climb the ladder and is 
               startled to see another operator in his place.  The noise of 
               the mill makes conversation impossible.  

               ED gestures with his hands to inquire "what's up?  

               The crane operator points to the foremans shed. ED starts 
               off, but the operator call to him. ED returns and the operator 
               hands ED the picture of ELLIE, that was pasted to the inside 
               of the crane.

               ED looks at the picture and back up to the operator. The 
               operator shrugs. 

               ED dashes down the ladder and over to the foreman's shed.  
               He barges in.

               INT. FOREMAN'S SHED -- NIGHT                                  96   

               ED sees NORT seated at a rickety table, scissoring a picture 
               of himself out of the newspaper.  

               NORT looks up at ED and grins.  He crosses over to a locker 
               and takes out a cheque. He sets the newspaper clipping in 
               front of it.

                                     NORT
                         Whaddaya think Eddie? Six hundred 
                         bucks and first place! 

               NORT passes cheque under his own nose, smelling it.

                                     NORT (CONT'D)
                         God, what a souvenir!  It's gonna be 
                         hard to cash this. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        72.


                                     ED
                         --Fuck that!  Guzzo's on the crane.    
                         What the hell is goin' on?

               NORT's face clouds and his mood changes.

                                     NORT
                              (noncommittal)
                         Foreman want's to see ya.  He's in 
                         there.  

               NORT indicates a door leading to another room. ED crosses 
               over to it, knocks, and enters.

               Nort plants a kiss on the cheque and puts it back in his 
               locker, closing it. As the locker bangs us into blackness  
               the sound of reving engines are heard. 

               EXT. RACETRACK PIT AREA - DAY                                 97   

               It's raceday once again.  The cars speed around the oval 
               throwing up clods of clay and scattering them everywhere.   

               ROBBY dodges one of the clods as he nervously readies himself 
               for his debut as a clown. MITCHELL inspects Robby's Captain 
               Superior outfit.  

               Robby's has fashioned a uniform of sorts;  His cape is a 
               piece of blue plastic tarpaulin and  his hooded mask is a 
               motorcycle helmet and shield.  His insignia is a chrome car 
               ornament with a huge letter S. He wears black sweat pants 
               and tee-shirt.  He dons a pair of hockey gloves and turns to 
               MITCHELL for inspection.

               MITCHELL calls over to JAMES who changing a tire on Redman's 
               revenge, in preparation for the demolition derby.

                                     MITCHELL
                         Hey James, look at our superhero. 
                         All ready to fly. 

                                     ROBBY
                         Do I look Ok?

               EXT. BLEACHERS - DAY

               ELLIE's in the bleachers with JODY.  She waves to ROBBY.  
               JODY makes a face.

               EXT. RACETRACK PIT AREA - DAY

               The intercom crackles to life as the checkered flag is dropped 
               and the crowd cheers.  The cars file growling into the pit 
               area. ROBBY watches them, visibly nervous. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        73.


                                     WALTER (V.O.)
                         Friends, Fans and Aficionados.  
                         Tonight promises to be an 
                         uncompromising evening of sustained 
                         delight.  For your intermission 
                         entertainment we feature the comedic 
                         derring-do of our only known all-
                         Canadian super Hero.  None other 
                         than Captain Superior.

               The crowd cheers lustily.  ROBBY strikes a heroes pose,  
               runs to the middle of the clay track, purposely slips and 
               falls in front of the grandstand.  He looks around to see 
               who's tripped him, attempts to get up and trips and falls 
               again.  The crowd roar appreciatively with laughter.  

               ROBBY displays a wonderful Chaplinesque clarity in his 
               clowning and the audience begins eating it up.  

               ROBBY attempts to clean his cape of mud, and winds up straight-
               jacketed in it. He mimes detecting a crisis unfolding and 
               shows the audience he will solve it by drinking a strength 
               potion.  He withdraws a huge vial from his costume and winds 
               up spilling it again and again.  The audience roars with 
               laughter, applauding.

               EXT. SERVICE STATION LOT - AFTERNOON                          98   

               The cafe is dark with a closed sign on the door. Tourists 
               are lined up at the gas pumps four cars deep. ED's all alone 
               frantically trying to keep up.

               A large car-hauler displaying the logo of the Death Defying 
               Hell Drivers, U.S.A. pulls into the lot. It's loaded with 
               brand-new sleek looking camaros. 

               The truck jumps to a halt in a hiss of air brakes in front 
               of the cafe.

               INT. CAB OF THE TRUCK - AFTERNOON                             99   

               SHERM, the driver, an ugly looking burly man, cracks his 
               knuckles at the steering wheel and stares wide-eyed and darkly 
               at the closed sign on the cafe. He is twitchy from the pills 
               hes been taking and breathes rapidly.

               His toady, REG, pops a bennie and washes it down with an 
               open can of beer. He offers a pill to SHERM.

                                     SHERM (TESTILY)
                         Do I look like I need to stay excited 
                         for another twelve-fucking-hours!? 
                         Where the fuck is this Haven-fucking- 
                         Speedway anyway? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        74.


                                     REG
                         Map says right here. Maybe we should 
                         ask the guy.

                                     SHERM
                         I'll ask the guy. Oh, I'll ask the 
                         guy.

               SHERM clenches his fists and eyes REG menacingly. He kicks 
               the cab door open and climbs down. REG follows.

               EXT. GAS PUMPS - AFTERNOON                                   100   

               A car with Pennsylvania plates and a  bumper sticker  reading 
               "Make love not war"  is next in line for gas.  The cars owner, 
               DADDY, keeps jerking his head toward a PROBLEM CHILD in the 
               back seat.  He leaps out as soon as he has stopped the car.

                                     ED
                         Yes sir.  Can I fill her up for you?

                                     DADDY (TO HIS CHILD)
                         --You want to shut up??  Just shut 
                         up!!  

               DADDY suddenly notices ED and smiles.

                                     HARRIED LOOKING MAN
                         Oh hi.  Yeah.  Fill her up.  Sure 
                         that'd be--

                                     PROBLEM CHILD
                         Daddeeee!  

               DADDY sticks his head in the window of the car and growls 
               savagely.

                                     DADDY
                         Just put a sock in it or daddy'll 
                         tape your mouth shut!

               ED begins to fill the car.  He's approached by SHERM and 
               REG. 

                                     SHERM (SURLY)
                         Y'all know a man named Wilson?  
                         Supposed to have a race-track around 
                         here.

               ED eyes the two men nervously. 

                                     ED
                         Quarter-mile, straight up the road.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        75.


                                     SHERM
                         Uh-huh. Now, how come the cafe's 
                         closed? I'd like to get something to 
                         eat.

                                     ED
                         Look, I'm sorry but--

                                     SHERM
                         --I'm sorry.  I'm sorry. Is that all 
                         you Canfucks ever say?  I'm Hungry!

               SHERM belligerently awaits an answer as the PROBLEM CHILD 
               sticks her head out the car window. 

                                     PROBLEM CHILD
                         I'm hungry too.

               DADDY turns on his child. 

                                     DADDY
                         Shut the fuck up!

               SHERM looks sharply over at DADDY. He takes in the "Make 
               Love Not War" bumper sticker on the car. 

                                     SHERM
                         What'd you say?

                                     REG
                         Man told you to shut the fuck up 
                         Sherm.  I heard him.

               DADDY eyes SHERM and REG with a pleading look.  

                                     SHERM
                         That a fact?  You were talkin' to me 
                         were you?  You prissy little 
                         Pennsylvania motherfucker?

               Ed jerks the hose out of DADDY'S car and slams the pump off. 

                                     ED (INTERJECTING)
                         That's it! We're closed. I'm now on 
                         holidays. 

               Sherm pulls out a 45 from his overalls and cocks it.

                                     ED (CONT'D)
                         Whoa!  Now, lets just--

                                     SHERM (TO DADDY)
                         How'd y'all like to feel some Alabama 
                         lead up yer draft-dodgin' Yankee 
                         ass?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        76.


                                     ED
                         Look, there's gasoline here. Im pretty 
                         sure this isn't a good idea...

               A car horn blows behind them. An IRATE TOURIST hollers at 
               them.

                                     IRATE TOURIST
                         Can I get some gas here?  Huh?  Is 
                         that too much to ask? 

               Sherm turns and fires on the IRATE TOURIST's car.  A plume 
               of hissing  blue smoke billows out from the rad.  Other cars 
               start honking, turning into a chorus.  ED begins talking to 
               himself.

                                     ED
                         No,no,--not a good day.  It really 
                         isn't.  Today is not-a-good-day.

               SHERM turns to ED.

                                     SHERM
                         Listen up, Canfuck.  That track better 
                         be where you said it is.

               INT. IRATE TOURIST'S CAR - AFTERNOON                         101   

               The Irate tourist fumes in the shelter of his car interior.   
               His wife cowers in the passenger seat. Cars continue honking.

                                     IRATE TOURIST
                         Damn!  Did you see that?! That 
                         sonnofabitch fired at me!

               He points to the glove compartment.

                                     IRATE TOURIST (CONT'D)
                         Open it up Margie.  Give it here!

                                     MARGIE
                         Are you out of yer mind?  Whuddayou 
                         think you're playin at Harlan.  That 
                         man's armed.  You cant--

               Harlan reaches across, punches the glove compartment open 
               grabbing a pistol. 

               EXT. GAS PUMPS - AFTERNOON

               ED talks himself in the midst of the melee.

                                     ED
                         Nope.  Not the best of days, really.  
                         I lose my job--my wife and kids hate 
                         me--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        77.


               DADDY tries frantically to get in his car but his child has 
               rolled up the window and locked the door.  

               He looks nervously over and now sees HARLAN, who's pointing 
               a pistol in his direction, locked in police firing pose, and 
               framed by the smoke of his hissing rad.  

               Frantically DADDY pounds on his car window pleading to be 
               let in.

                                     DADDY
                         Please Jenny honey, let me in...that 
                         man's got a gun.

                                     ED
                              (philosophically)
                         And here I am in the middle of the 
                         ok corral.  It kind of makes you 
                         wonder.

                 SHERM now eyes HARLAN.  HARLAN points the gun in their 
               direction but he's wincing and holding his face away from 
               the weapon, afraid it might actually go off. 

               Deciding HARLAN presents no danger, SHERM pockets his piece. 

                                     SHERM
                         Let's go Reg.

               SHERM and REG leg it back to the truck. DADDY continues to 
               pound on the window amid the honking horns.

                                     HARRIED LOOKING MAN
                         Jenny, sweetie please open up...I'll 
                         buy you an ice-cream!

               The Hell drivers semi leaves the lot in a cacophony of engine 
               noise, grinding gears, and black smoke.  

               HARLAN, exasperated at his own lack of courage, finally works 
               up the nerve to try and prevent their escape.  He pulls the 
               trigger, sending a bullet whining into the patched up air 
               pump which starts up the a now-familiar dinging.

                                     ED
                         Awwwwwwww shit!

               INT. CONCESSION BOOTH - EVENING                              102   

               ROBBY, still in costume refreshes himself with a soda between 
               acts. He spots CINDY hurrying to the office. He runs to catch 
               up and falls into step with her. He's visibly exhilarated 
               from  performing. 

                                     ROBBY
                         Well? Did you see me? Was that fucking 
                         wild or what? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        78.


               CINDY concentrates on maintaining her pace. 

                                     CINDY
                         Yeah. You're a funny guy. 

                                     ROBBY
                         What  is with you? All of a sudden 
                         I've got a disease or something?

               CINDY reaches the office, unlocks the door and barges in. 
               Robby hesitates in the doorway.

               INT. TICKET OFFICE - EVENING                                 103   

               CINDY reaches in her coat for a joint and sparks it. 

                                     CINDY
                         look either come in and shut the 
                         door or split.

               ROBBY comes into the office and closes the door behind him. 
               CINDY begins searching the booth, finds a strongbox and opens 
               it. She squats on the floor and starts counting out some 
               cash.

                                     ROBBY
                         holy shit. what's with you?

                                     CINDY
                         Vacations over. My old man is about 
                         to run the string out. And man, I 
                         have another gig to get to.

                                     ROBBY
                         You just got here.

               CINDY pockets some bills in her jacket pocket. She counts 
               out some more.

                                     CINDY
                         What did my old man promise you? 
                         Twenty? Twenty-five?

               She holds out some bills to ROBBY. He hesitates.

                                     CINDY (CONT'D)
                         Look, I'd grab it if I were you. Or 
                         you'll never see it.

                                     ROBBY
                         You're going to split. Just like 
                         that?!

                                     CINDY
                         Suit yourself.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        79.


               She throws the money back in the box, closes it and gets to 
               her feet. 

               She quickly kisses him, making a decision.

                                     CINDY (CONT'D)
                         Look,I got some friends waiting. 
                         We're on our way to New York.  I 
                         could see if there's room. But we 
                         have to leave now. C'mon.

               EXT.  CONCESSION BOOTH - EVENING                             104   

               CINDY hurries past him, bolting out of the booth. ROBBY moves 
               after her. WALTER can be heard over the P.A. in the 
               background.

                                     WALTER (V.O.)
                         And your winner once again is Nort 
                         Abrams. That bring us to intermission 
                         ladies and gentlemen--

               CINDY advances toward a flower-painted V.W. mini-bus packed 
               with hippies. ROBBY stops. 

                                     ROBBY
                         Shit! I can't do this. Your dad hired 
                         me. There's people waiting--

                                     CINDY
                         I'll send you a postcard from the 
                         farm.

               CINDY climbs into the bus.  She flashes him a peace sign as 
               the bus gets under way.

                                     ROBBY (YELLS AFTER HER)
                         You're going to a farm. You?!!

                                     CINDY (YELLING BACK)
                         Yasgar's farm. Ever heard of it? 
                         Woodstock? 

               INT. MOBILE HOME - EVENING                                   105   

               The fridge door opens, and ED takes out a beer.  

               He pops the top on it and takes a long hard drink.  He sits 
               at the kitchen table.  There are several empties on it. 

               He leans back in the kitchen chair and surveys his 
               surroundings.  The sink is full of dishes. The place is a 
               mess.

               He closes his eyes, drunkenly leans back in his chair and 
               begins to sing softly to himself.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        80.


               He tips his chair back a little too far and crashes backwards 
               to the floor.  He slowly picks himself up.

                                     ED
                         Forty hours.  Ha.  That's a good 
                         one.  Come away to the country Ellie 
                         my luv--mmmmmm---we'll open a little 
                         roadside cafe---and let all the 
                         nutbars start rolling through.

               There is the sound of a car arriving.

                                     ED (CONT'D)
                         An I'll build you a--- I'm gonna 
                         build it too, you watch--nice house--  
                         little garden--Shit!

               ED  hurls his beer at the door.  It smashes into the wall 
               just in front of ELLIE as she comes in. She manages to duck.

                                     ELLIE
                         Charming!

                                     ED
                         Where in the hell have you been?

                                     ELLIE
                         I've been watching your son perform 
                         at the new racetrack.  It's quite 
                         something.  And so was he.

               She takes out a cigarette and lights it.  She surveys ED 
               coolly for a beat.

                                     ELLIE (CONT'D)
                         He was good.  Natural.  Funny. Made 
                         me laugh, honey. The way you used 
                         to.

               ED tries to roust himself out of his fog.

                                     ED
                         Robby was funny? At the--where???

               ELLIE takes a newspaper ad taped to the fridge and places it 
               in front of him

                                     ELLIE
                         The paper boy is envious as hell. 

               ED studies the full page ad.  Robby's picture's there under 
               the caption "Introducing Captain Superior."  The ad touts a 
               12 hour extravaganza featuring a demolition derby and the 
               Death Defying Hell Drivers from the U.S.A.  

               ED's eyes blaze when he sees the ad for the Hell Drivers.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        81.


                                     ED
                         Jeezus. These guys,-This guy!--he 
                         was in today.  El, the guy's a nut-
                         case.  Robby shouldn't be--

                                     ELLIE
                         Well don't tell me! If you're that 
                         worried you know where he is. If you 
                         hurry you can catch his second act.  

               ELLIE starts for the bedroom.

               ED is shocked into sobriety and action.  He stares at the ad 
               for a moment longer then starts for the door, bolts out and 
               slams it.

                                     ELLIE (CONT'D)
                         Just what kind of nut case is this 
                         guy? 

               EXT. CLAY OVAL - EVENING                                     106   

               Preparations are under way for the demolition derby.  About 
               a dozen beaters head out onto the track and begin warming 
               up. JAMES and MITCHELL are busy in the pit area trying to 
               get "Redman's Revenge" started. JAMES is at the wheel. 
               MITCHELL hooks up some booster cables.

               ROBBY, still in uniform, watches anxiously from the flagstand.

               CHANCE pulls up quickly in the GTO. He leaps out and comes 
               up to ROBBY clapping him on the back. 

                                     CHANCE
                         You're dynamite kid. They love ya!

                                     ROBBY
                         Thanks! Man! It's more than I ever 
                         thought--

                                     CHANCE
                         The beginning. Just the beginning. 
                         Skip, you wanted to drive, well here's 
                         your chance. I need a pacecar driver. 
                         Pays fifty a week. Interested?

                                     ROBBY
                         Are you serious!!??

                                     CHANCE
                         Stick with me kid. Start by bringing 
                         on the Hell Drivers. Oh, shit--

               CHANCE has spied NORT, charging up toward him in a fury. 
               CHANCE holds up a hand and winks to ROBBY, indicating he'll 
               take care of this.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        82.


                                     NORT
                         Wilson, you owe me money!  And I 
                         don't want no more rubber cheques!

                                     CHANCE
                         Hey, let's not get excited. It's an 
                         honest mistake.

                                     NORT
                         Bullshit! And why am I off the roster 
                         for next week? What's this shit about 
                         cars from Millwaukee?

                                     CHANCE
                         Look, c'mon up to the office, bud, 
                         we can--

                                     NORT
                         We'll settle it here and now!  I 
                         invest three grand in a car, win 
                         races, and you pay me in rubber 
                         cheques. Now the Pit guy tells me my 
                         services are no longer required. 
                         What the fuck is with you?

               CHANCE smiles apologetically at ROBBY. ROBBY regards CHANCE 
               and NORT gravely

                                     CHANCE
                         Listen buddy, its not me. It's what 
                         the crowd wants. You got three 
                         thousand in your car. These guys 
                         from Millwaukee are spending twenty  
                         They're faster, plain and simple. 
                         Now look Nort, I'll cut you another 
                         cheque and--

                                     NORT
                         Fuck you!

               NORT storms off. CHANCE turns to ROBBY and chuckles.

                                     CHANCE
                         Ah, well, fuck him! We're going 
                         places! We're gonna be big!

               CHANCE proffers the keys to the GTO to ROBBY. 

               ROBBY looks longingly over at the convertible glinting under 
               the lights. He eyes the keys jingling from CHANCE's fingers.

                                     ROBBY
                         I don't think so.

               CHANCE studies ROBBY for a beat.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        83.


                                     CHANCE
                         It's what you wanted kid.

                                     ROBBY
                         Not this badly. I've got a show to 
                         get ready for.

               EXT. RACETRACK OVAL - EVENING                                107   

               Under blazing mercury vapor lights a menacing-looking, 
               battered black Ford, painted with lurid blood-covered sharks 
               teeth on its grill slams violently into the side of a equally 
               battered Chevy with the number fifteen crudely drawn on the 
               side.  

               The driver of the Chevy pounds his hands on the wheel in 
               frustration.  His frustration turns to panic as he sees the 
               Ford back up and prepare to come at him again.  

               He undoes his seat belt and bails out in the nick of time.  
               The Ford hits the Chevy again tipping it on its side.  

               The demolition derby is in full swing.  The oval is covered 
               in auto carnage with steaming rads, dented and broken bodies 
               and growling engines everywhere.  Through the P.A. WALTER'S 
               voice delivers the play by play.

                                     WALTER (V.O.)
                         Ouch!  That's gotta hurt!  And I 
                         don't think number fifteen's too......

               INT. ANNOUNCER'S BOOTH - EVENING

               WALTER in the booth pausing for a nip of scotch and grabbing 
               the microphone anew.

               EXT. RACETRACK OVAL - EVENING

                                     CARL (V.O.)
                         Hap---happy about that one!  So now---
                         Ladeeeez and Gennemen---its down to 
                         just two contenders.  Two valiant 
                         gladiators in this duel to the death---
                         this tussle of titans. Number twenty 
                         six, the black death, vs. Redman's 
                         Reveeeeeennnnge!

               Emerging in slow motion from the hissing vapor of the broken 
               bodies on the track comes a coughing, wheezing, lurching 
               Redman's revenge.  

               Wheels wobbling and banged almost beyond recognition it 
               resembles an out of tune accordion more than an automobile.  
               Still, miraculously, it moves under it's own power staggering 
               forward.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        84.


               INT. REDMAN'S REVENGE - EVENING

               JAMES looking stunned and anxious trying to see what's in 
               front of him as he creeps through the smoke.

               INT. BLACK DEATH CAR - EVENING

               Black Death Driver grinning and preparing for the kill.  His 
               body leans into it as he stomps on the accelerator.

               EXT. RACETRACK OVAL - EVENING

               The Ford roars into action and begins its headlong charge.  
               Picking up speed, it seems destined to obliterate whatever 
               it comes across.

               EXT. RACETRACK OVAL - EVENING

               JAMES' eyes going wide as he sees his assailant charge.

               EXT. PIT AREA - EVENING

               MITCHELL and ROBBY wincing and preparing for the crash.  
               Mitchell covers his eyes.

               EXT.RACETRACK OVAL - EVENING

               JAMES throws the car into reverse and Redman's revenge finds 
               new life.  It roars backward at a speed faster than it ever 
               attained going forward.  

               The chase is on and Black Death pursues Redman's revenge 
               around the entire clay oval.  The crowd roars with laughter.

               Suddenly on the corner, nearest the grandstand, Redman's 
               revenge stalls dead in its tracks.  

               Black Death slows for a moment, then accelerates for the 
               kill.  

               At the last second, JAMES is able to fire the car up and 
               launches into reverse once more.  

               With his target suddenly disappearing from the path of impact, 
               Black Death is unable to change course quickly enough, and 
               charges in a straight line right off the track and into a 
               muddy slew.  

               JAMES leaps out of the car straightaway and begins a war 
               dance.  He's soon joined by Mitchell and the crowd go wild.  
               WALTER's voice is slurred through the P.A.

                                     WALTER (V.O.)
                         Alas poor Yorick... And so good people 
                         I give you your pow, pow, pow-wow 
                         performer... Your Atlas of the 
                         apocalypse, Jamesssss--uh--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        85.


               INT. ANNOUNCER'S BOOTH - EVENING

               WALTER, looking over his sheets with the bottle half empty 
               at his side.

               EXT. RACETRACK OVAL - EVENING

               ROBBY is donning his Captain Superior costume as WALTER drones 
               on.  

                                     WALTER (V.O.) (CONT'D)
                         Uh I don't see a last name here--
                         anyway, um--well, Now ladeeez and 
                         gennemen, coming up in a moment is 
                         the moment you've all been waiting 
                         for.  The Death Defying Demons of 
                         Chance... All the way from the U.S. 
                         of A...

               EXT. CONCESSION STAND - EVENING                              108   

               ED hurriedly purchases a ticket and pushes through a throng 
               of people toward the bleachers.

                                     WALTER (V.O.)
                         --Those daredevils of doom, The 
                         Helldrivers.They'll be with us 
                         momentarily.  But first ...a true 
                         comedic talent making his debut here 
                         at Haven Speedway.  Our very own 
                         Captain Superiorrrrrrrr--

               EXT. RACETRACK PIT AREA - EVENING                            109   

               The Hell Drivers are setting up for their show.  They are 
               all clad in sequins and rhinestone,  resembling circus 
               performers more than race-car drivers.  

               The sleek camaros are all unloaded, revved up, and raring to 
               go.  The air is blue with exhaust and the noise is deafening.  

               Ramps and hoops are being pulled onto the middle of the track 
               where the event will take place.  SHERM is supervising when 
               an anxious REG approaches.

                                     REG
                         We got trouble, boss.

               SHERM is surveying the crowd on the bleachers and the sorry 
               state of the track with its smoking auto hulks strewn 
               everywhere.  His eyes fix on ROBBY, clowning it up in front 
               of the grandstand.  He shakes his head in disgust.

                                     SHERM
                         Whut kinda bullshit backwater we got 
                         ourselves into here Reg?
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        86.


                                     SHERM (CONT'D)
                         These people up here are nothing but 
                         yokels.  How'd people this small 
                         ever git hold of a country s'big?  
                         Lookit them.

               EXT. RACETRACK OVAL - EVENING

               Captain Superior shows his arm muscles to the crowd.  The 
               impressive looking lumps slip from the top of his arms to 
               underneath.  The crowd roar with laughter.

                                     SHERM (CONT'D)
                         No wonder they're always apologizing.  
                         Well lets get it done so we can saddle 
                         up and get the fuck outta here.

                                     REG
                              (nervously)
                         It's about the money Sherm.  I been 
                         on the phone with Rita now. The check 
                         bounced. 

                                     SHERM
                         Reg, your breath'd knock a buzzard 
                         off a shit wagon.  No offence boy, 
                         but you--What did you say?

               REG shakes his head. SHERM tries valiantly to contain himself 
               but he's about to blow.

                                     SHERM (CONT'D)
                         That no good pissant just rained on 
                         my parade.  He rained on my fuckin 
                         parade!  Where is he?  Where in the 
                         fuck is he???!!!!

                                     REG
                         Well for my money I'd say he was--

                                     SHERM
                         Shut the fuck up!  Just shut the 
                         fuck up!!  Now where is he?

               REG doesn't quite know how to deal with this one.  He opens 
               his mouth but doesn't dare speak.  Sherm doesn't wait for an 
               answer. He draws the 45 in mid-stride cocks it, and starts 
               waving his crew in.  

               REG is in lock step as Sherm reaches DELL, one of the lead 
               drivers.

                                     SHERM (CONT'D)
                         Dell, Tell Rudy to pack it up.  I 
                         want to roll in ten minutes.

               DELL and REG scramble to keep pace with SHERM's huge strides.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        87.


                                     DELL
                         OK, but--

                                     SHERM
                         Do it!  Then get your ass up to the 
                         gate and make sure you get whatever  
                         cash they have on hand. Reg you're 
                         with me.  Stay close and don't breathe 
                         on me.

               SHERM makes his way out of the pit gate and starts heading 
               toward the concessions. 

               EXT. BLEACHERS - NIGHT                                       110   

               Ed watches ROBBY clowning and stands entranced at the 
               spectacle.  He's laughing in spite of himself.  His sense of 
               urgency can be seen melting away.

               EXT. CLAY OVAL - NIGHT

               ROBBY, for his finale, has hooked himself to a cherry picker 
               MITHCELL has piloted onto the track 

               MITCHELL works the controls and hoists Robby into the air.  
               ROBBY's flying!  The crowd roar appreciatively.

               High in the air, ROBBY soars to and fro eyeing the crowd. He 
               spots his father looking up at him and grinning.

                                     ROBBY
                         Ohhhhhhhhh shit! 

               INT. CONCESSION STAND - NIGHT                                111   

               An employee hoists a basket of French fries out of bubbling 
               hot grease and onto a draining rack. Another dispenses pop 
               to a few customers lined up outside.  

               SHERM bursts in a side door, sending a candy bar rack flying.  
               REG follows him in.

                                     SHERM
                         Ok, where in the fuck is he?  Well 
                         now--- is he behind here?

               SHERM throws over a cotton candy machine.  The employees 
               cower against the wall.  

               REG knocks the prop out that holds up the sales window cover.  
               Plywood bangs down, shutting out the customers, plunging the 
               booth into semi-darkness.

                                     SHERM (CONT'D)
                         Perhaps our Mr. Wilson's under here.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        88.


               He gives a violent kick to the French fry machine.  It tips 
               over and flaming hot grease spills out on the floor heading 
               for the employees.  Flames start licking up one wall.

                                     SHERM (CONT'D)
                         Well damn, Reg. He ain't here.  
                         Whaddya say we try the one on the 
                         other side?

               The two make their way out of the booth, framed in a flaming 
               background. 

               EXT. BESIDE BLEACHERS - MOMENTS LATER                        112   

               ED watches in rapt attention as ROBBY is gently placed on 
               the ground and takes his bows.

                                     WALTER (V.O.)
                         Ladies and Gentlemen how about a big 
                         hand for Captain Superior!

               The crowd applauds wildly and ED takes in the crowds fervor.  
               He claps his hands together; tentatively at first and then 
               with all the pent up energy he can muster.  

               CHANCE walks up behind him.

                                     CHANCE
                         He's good, isn't he?

               ED wheels around startled.

                                     ED
                         Yes he is.

                                     CHANCE
                         It's his last night.

                                     ED
                         Look, I didn't come here to-his last 
                         night? What do you mean?

                                     CHANCE
                         Nothing to do with you. It's his 
                         decision. I guess he doesn't like 
                         the way I do business. Go figure. A 
                         great guy like me. 

               A hand clamps on CHANCE's shoulder spinning him around.  
               CHANCE comes face to face with SHERM.  REG smirks in the 
               background.

                                     SHERM
                         Oh yeah. You're a real fucking ace. 
                         Where's my money asshole?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        89.


                                     ED
                         Fine.  Well I see you gentlemen have 
                         business to discuss.  I've just come 
                         for my son, so if you'll excuse me--

               REG lashes out kicking ED square in the groin.  ED doubles 
               over in pain.  SHERM gives an exasperated sigh.

                                     SHERM
                         Reg you really are a total idiot.  
                         We got no argument with Canfuck here.  
                         Try and stay focused will ya.

               SHERM slugs CHANCE hard in the stomach.  CHANCE buckles to 
               his knees.  SHERM is about to continue the beating but 
               suddenly is distracted again by a growing rukus. He hears a 
               WOMAN scream.

               SHERM looks up to see spreading panic and vacating bleachers.  
               The concession booth is totally engulfed now and the flames 
               are spreading, reaching high into the sky.

                                     SHERM (CONT'D)
                         Guess its time ta go.  Reg get Dell, 
                         tell him we're moving.  I'll meet 
                         you at the gate.  G'on!

               REG runs off into the night.  A growing number of panicking  
               fans start running by, en route to the parking lot.  One 
               bumps into SHERM, spinning him around.

               CHANCE has recovered sufficiently to charge SHERM from behind 
               leaping on to the burly man's back and digging fingers into 
               his eyes.

                                     SHERM (CONT'D)
                         Agghhhhh my fucking eyes!

               SHERM blindly turns like merry-go-round and gropes for the 
               gun tucked in his pants.  He succeeds in getting it out only 
               to have ED plant a well placed kick to SHERM's groin sending 
               the gun flying.  

               SHERM buckles over in such a fury that he hurls CHANCE off 
               his back and headlong into ED, knocking them both over.  The 
               fight is on.  SHERM recovers and charges both men like an 
               enraged bull. They part quickly and SHERM hits empty ground 
               wheezing.

               EXT. BLEACHERS - NIGHT                                       113   

               Fans are fleeing in all directions.  Pandemonium reigns.  
               The fire has spread to other buildings and propane tanks can 
               be seen exploding.  

               Over it all, WALTER can be heard droning drunkenly on the 
               P.A.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        90.


                                     WALTER
                         Ladies and gennemen--There have been 
                         reports of a small grease fire at 
                         one of the con--concessions.  Please 
                         stay in your seats and remain calm.  
                         There is no immediate danger.  I 
                         repeat, there is no immediate--

               INT. ANNOUNCER'S BOOTH - NIGHT

               WALTER finishing up the scotch turns to notice his door is 
               smoldering.

                                     WALTER (CONT'D)
                         Oh dear! 

               Stirred into action he grabs the fire extinguisher and kicks 
               open the door.  

               He stumbles clear, turns back to the burning door and triggers 
               the extinguisher.  He has it pointed in the wrong direction 
               and covers himself completely in white foam.

                                     WALTER (CONT'D)
                         It's enough to make a mother bite 
                         her baby.

               EXT. RACETRACK OVAL -- MOMENTS LATER                         114   

               ROBBY sits atop the roof of Redman's Revenge between JAMES 
               and MITCHELL.  

               Silent and stunned, the trio watch the scene unfold. Flames 
               begin to engulf the now empty bleachers.  ROBBY is the first 
               to find his voice.

                                     ROBBY
                         I could have gone to Woodstock with 
                         Cindy. I coulda had my own 
                         convertible, but nooooo.

               A beat. 

                                     ROBBY (CONT'D)
                         Shouldn't we be getting water or 
                         something?

                                     MITCHELL
                         I dunno.  Hauling water up here was 
                         what got you into this in the first 
                         place.

                                     JAMES
                         It's funny though, hey?  All that 
                         water and now that its really needed 
                         there's none.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        91.


                                     MITCHELL
                         That was a lot of water. Coulda put 
                         this fire out five times with that 
                         much water.

               JAMES shrugs.  There is another brief silence as they watch 
               the flames. ROBBY'S  eyes travel over the wreckage of "Red 
               Man's revenge".  On the side is a sign that reads "sponsored 
               by Ed Hewson's place." Another reads "Red Flory slept here."

                                     ROBBY
                         Listen you guys, I want to say thanks 
                         for all your help and everything--
                         but It's time for me to go home now.

                                     MITCHELL
                         Hey?

                                     ROBBY
                         Well, you helped me do something 
                         great, and I won't forget it.  But-- 

               ROBBY jumps down from the wreck and takes a long look around 
               him.  

               The flames are beginning to die down and almost everything 
               on the track looks consumed; eaten. All the mercury  vapor 
               lights have blown out except one. Robby begins walking toward 
               it. 

                                     ROBBY (CONT'D)
                         I'm going home.  I'll--see you guys 
                         around.  Oh hey, congratulations on 
                         your big win.

               As he gets farther away, MITCHELL and JAMES have to yell out 
               to him to be heard.

                                     MITCHELL
                         Hey superman don't forget to fly 
                         once in a while huh?

                                     JAMES
                         Hey look Mitchell.  He turned himself 
                         inside out and he don't even look 
                         any different.

               ROBBY pauses at this last remark, smiles and starts walking 
               again toward the light. 

                                      END OF ACT TWO
 
-----------------------------------------------------------------------------------------------------
                                                                        92.


                                        ACT THREE

               INT. CAFE - LATER                                            115   

               ED sits alone in the closed cafe in a corner booth with an 
               open bottle of scotch in front of him.  The cafe is dark 
               except for a single light in the kitchen and the reflected 
               light from the tableside jukeboxes.

                                     MITCHELL (V.O.)
                         Autumn provides the opportunity to 
                         reap what has been sown. Nature shows 
                         herself in the brightest colors.

               ED sips his drink slowly and we see that he didn't come 
               through the fight without some mementos.  He has a huge shiner 
               developing and dabs at a cut on his cheek with a napkin.

                                     MITCHELL (CONT'D)
                         The young geese try out their strong 
                         new wings. They are ready to fly 
                         now. 

               ROBBY enters tentatively, peering through the gloom.

               ED gets up gingerly and brings over another glass.  He pours 
               a scotch for ROBBY and sits down again.  ROBBY comes closer 
               and sees ED's face.

                                     ROBBY
                         You ok?

                                     ED
                         Never better.  C'mon.  Sit and have 
                         a drink with your father.  I think 
                         you earned it. We both did.

                                     MITCHELL (V.O.)
                         Autumn is a time for thanksgiving. 

               ROBBY is suspicious but sits down in front of the drink.  ED 
               raises his glass in a toast.

               ED motions for ROBBY to pick up his glass.  ROBBY does, 
               reluctantly.  ED clinks glasses with him.

                                     ED
                         Here's to your health and talent 
                         son.  You've made your old man proud.

               ROBBY hesitates, then takes a small sip of the scotch. He 
               grimaces mightily.  ED smiles, gets up and crosses behind 
               the counter to the pop cooler.

                                     ED (CONT'D)
                         What can I get you?  We got pop, or 
                         there's a couple of cans of beer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        93.


                                     ROBBY (HOPEFULLY)
                         A beer would be good.

               ED chuckles, takes out a can of beer from the cooler and 
               pops the top.

                                     ED
                         I saw your--performance tonight.

               ED grabs a glass down and starts to pour Robby's beer. 

                                     ED (CONT'D)
                         You were good.  

               ED overfills the glass and it foams over.  He tries to grab 
               a tea towel to catch the spillover and upsets the cutlery 
               holder.  

               It falls to the floor with a crash and cutlery scatters 
               everywhere.  He crosses to ROBBY stepping around the spilled 
               knives and forks.

                                     ROBBY
                         You were up at the track?

               ED sits down.  He pours himself a scotch and begins nervously 
               rubbing his forehead.  He hits his sore eye.

                                     ED
                         Owwwwww......!

                                     ROBBY
                         How did you get those cuts on your 
                         face?

               ED takes a hasty drink of scotch and gets up from the booth.  
               He starts to pace without realizing it.

                                     ED
                         I thought maybe if you were to-- if 
                         you were to come back home, I think 
                         we could get along better, I mean 
                         have a--better relationship you know--

               ED bends under the saloon door leading to the kitchen to 
               pick up the spilled cutlery.  He attempts to rise and hits 
               his head on the door.

               ROBBY goes over and helps him to his feet.

                                     ROBBY
                         Dad, I'm sorry. 

                                     ED
                         Never apologise. Never Explain.  You 
                         don't want to do that.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        94.


                                     ROBBY
                         Dad I want to come home.  I was gonna 
                         ask- 

                                     ED
                         -- good then.  It's your mother you 
                         know.  She worries.

               ED takes ROBBY into his arms and hugs him.  ROBBY crushes 
               his bruised ribs and ED emits a hoarse groan. 

               INT. BUILDING SUPPLY STORE - MORNING                         116   

               INSERT TITLE; "Two month's later" 

               ROBBY and ED are at the counter, purchasing building material 
               for the new house.  As the clerk adds up their purchases  
               ROBBY notices CHANCE out of the corner of his eye and quickly 
               looks away.  CHANCE approaches. He has filled a cart with a 
               curious assortment of items. 

                                     CHANCE
                           Long time no see.  What a day out 
                         there, huh?  You gotta love it! 

               ED glances at CHANCE briefly, nods and turns back to the 
               counter.  ROBBY does the same.

                                     ED
                         My son and I have the forms in 
                         already.  You'll have the concrete 
                         there by noon?

               The clerk nods, tears off a receipt and hands it to ED.  

               The clerk turns to CHANCE.  CHANCE shrugs.

                                     CHANCE
                         Howya doin there guy!  I've need 
                         twenty dozen tent pegs, three balls 
                         of string and a sledge.  I gotta 
                         have twenty-two eight foot lengths 
                         of sewer pipe.  You got that haven't 
                         ya?  Course ya do.

               The clerk begins processing CHANCE's order.  ED and ROBBY 
               turn to leave.  CHANCE begins to whistle.  ED's curiosity 
               gets the best of him and he nudges ROBBY.

                                     ED
                              (quietly)
                         Meet me in the car.

               ROBBY reluctantly leaves.  ED approaches CHANCE.  CHANCE 
               continues whistling.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        95.


                                     ED (CONT'D)
                         What in the hell are you gonna do 
                         with sewer pipes?  You haven't  got 
                         any water.

                                     CHANCE (TO ED)
                         Eddie, Eddie.  I got big plans Eddie.  
                         You don't think I'm gonna let a little 
                         setback--

                                     ED
                         Little setback! Your entire business 
                         is destroyed--half the locals around 
                         here wanna have you lynched. There 
                         were guys after you, with guns!  Not 
                         to mention You owe money all over 
                         town--

                                     CHANCE
                         You're on the ball Eddie.  You're a 
                         business man.  You know what's 
                         happening.  Thank God I owe the money 
                         huh?   The first step in bein a 
                         millionaire isn't having a million 
                         dollars.  It's owing a million!  
                         Hey, I'm almost there!

                                     ED
                         I guess with that kind of thinking 
                         you're gonna need all the sewer pipe 
                         you can get.

               ED turns and walks out of the store as CHANCE digests this 
               last remark.

               EXT. HILLTOP - LATER                                         117   

               We descend on the hilltop from above.  The surrounding 
               countryside is ablaze with Autumn.  The hilltop itself hums 
               with activity.  

               A cement truck finishes pouring the concrete foundation for 
               the new house.  

               The driver of a lumber truck unloads building material, and 
               ED and ROBBY check to ensure the forms are solid.  

               Over to one side, RED is making sandwiches on a picnic table 
               laden for a proper feast.  ELLIE uncorks a bottle of wine.  

                                     ELLIE
                         Red, Will you sit down!  You're 
                         supposed to be resting!

                                     RED
                         Cahrrissst!  I'm tired of resting!   
                         Are them guys gonna eat or what?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        96.


               ELLIE hands a can of tuna to RED. She sticks her finger into  
               the salad for a taste of what RED is whipping up.  He slaps 
               her hand away. 

                                     ELLIE
                         They'll be along.  It hasn't been 
                         the same without you.

                                     RED
                         --You're not kiddin.  
                         Chrisss...Nuthins where it should 
                         be. I gotta bake for a week just to 
                         catch up. I can't even find the 
                         goddamn pie pans. You tell your 
                         husband to stay the hell out of my 
                         kitchen.

               ELLIE looks around happily drinking in the autumn sunshine. 

                                     ELLIE
                         It's a nice spot though don't you 
                         think?

               RED takes a minute to look up and around at the view.

                                     RED
                         Well sure.  Yeah. You guys should've 
                         been building this two years ago.

               ED and ROBBY approach the picnic table.  JODY comes running 
               up from a different direction, soaking wet and filthy.

                                     ROBBY
                         I'm starved. 

               JODY attempts to sneak one but RED spots him and JODY gets a 
               smack on the back of the head. 

                                     RED
                         You wait until we're all sitting.  
                         Chrisss....

               They all arrange themselves at the table.  ED pours the wine 
               pouring just a little in ELLIE's glass, teasing her.  She 
               looks at him, then strikes the same seductive pouting pose 
               we have seen in an earlier photograph.

                                     ED
                         She's givin me the lip Red.  Givin' 
                         me the lip... 

               He grins,winks and fills her glass.  The family is seen from 
               above and we begin to move up and slowly away. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        97.


                                     JODY
                         Ma, Robby says he gets the big bedroom 
                         cause of his art stuff.  That ain't 
                         fair!

                                     ROBBY
                         Shut up, pecker-head!

                                     ELLIE
                         Robby!

               We continue to move up and away as brilliant-coloured leaves 
               come away from their branches and spiral downward in a gentle 
               circular motion, growing in number.  The wind can be heard 
               picking up. 

               EXT. CLAY OVAL - MORNING                                     118   

               We descend slowly from above on the oval.  The debris and 
               wreckage have been cleared away leaving only the clay track.  
               A fine dusting of snow blankets the ground. 

                                     MITCHELL (V.O.)
                         In the north country, The seasons 
                         play a big part in peoples lives.  
                         Winter holds this place tight.

               As we descend a figure can be seen in the center of the oval 
               unloading a backhoe from a tractor trailer.  Another figure 
               watches him, stamping his feet in the cold air.  We draw 
               closer.

                                     MITCHELL (V.O.) (CONT'D)
                         Its a time for the beaver and the 
                         bear to take shelter and live on 
                         their fat.  Some aren't so lucky.  
                         They have to keep their wits about 
                         them because in winter pickings are 
                         slim.

               JEARS completes the unloading of the backhoe and approaches 
               CHANCE who's blowing into his hands to warm them.

                                     CHANCE
                         Hey Kenny!  Thanks a lot buddy, What 
                         a guy.  

                                     JEARS
                         Save it Wilson.  That's one hundred 
                         up front.

               CHANCE hands him the money shivering.  JEARS sizes him up 
               for a beat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        98.


                                     JEARS (CONT'D)
                         I don't get it Wilson. A hundred 
                         just to park the damn thing here for 
                         a day?  What's your angle?

               Suddenly JEARS is stopped in his tracks by what he sees just 
               beyond CHANCE.  

               His eyes examine the oval more closely.

               There are sixty separate spaces roped off around the oval 
               with tent pegs and string.  The spaces are roughly sixty 
               feet long and twelve feet wide.  A small length of black 
               sewer pipe protrudes from the ground within each roped off 
               area.  

               A black Lincoln rolls onto the oval and rolls toward the two 
               men.

                                     JEARS (CONT'D)
                         You can't be serious!  You've got 
                         more nerve than a toothache.

                                     CHANCE
                         Mr. Phillips!  How are you today 
                         sir?

               An expensively dressed man, MR.PHILLIPS, sizes up his 
               surroundings then approaches.  He nods briefly to JEARS then 
               turns to CHANCE.

                                     MR. PHILLIPS
                         Morning Wilson.  Look I'm running a 
                         little late so I'll get right to the 
                         point.  The size looks right, but We 
                         need to see equity.  Two Hundred and 
                         fifty thousand is a lot of money. 

                                     CHANCE
                         I'm well aware of that Mr. Phillips 
                         but as you can see we're already 
                         well under way.  The equipment's 
                         here and the sewers are all in. 

               JEARS looks over at CHANCE dumbfounded.

                                     CHANCE (CONT'D)
                         Mr. Phillips this is Kenny Jears.  
                         He's my construction foreman.  On a 
                         contract this size I need the best.  
                         He'll be with us every step of the 
                         way--- won't you Ken?

                                     JEARS
                         Uh--sure.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        99.


               MR. PHILLIPS takes another long look around. He comes to a 
               decision.

                                     MR. PHILLIPS
                         All right Wilson, You've got a good 
                         start on this so I'm gonna go with 
                         my gut on this one.  Lets' do some 
                         business.

               The two men shake hands firmly.  CHANCE looks over at JEARS 
               and winks. 

               EXT. CLAY OVAL - MOMENTS LATER                               119   

               CHANCE and JEARS watch the Lincoln disappear from sight.

                                     JEARS
                         But the sewers...

               CHANCE walks over to one of the roped off areas and looks 
               down at the protruding sewer pipe.

                                     CHANCE
                         Good point.  We're gonna have to put 
                         those in first.

               He tugs on the sewer pipe and it comes away in his hand.  
               The whole thing is no more than eighteen inches long.  He 
               moves it to one side.

                                     CHANCE (CONT'D)
                         You think they should go here?  Or 
                         here?

               He moves it to the other side and grins up at JEARS. 

               INT. REDMAN'S REVENGE - AFTERNOON                            120   

               Snow flurries keep the wipers on the car moving, but at 
               different times and speeds from each other.  

               JAMES drives along squinting out the windshield into the 
               falling snow.  MITCHELL sparks up a joint by resting it on 
               the exhaust pipe, accessed through a gaping hole in the floor.  

               JAMES spots something and yells to MITCHELL over the roar of 
               the engine.

                                     JAMES
                         Hey Mitchell, look.

               MITCHELL takes a huge hit and peers out.  His eyes go wide.

                                     MITCHELL
                         Holy Shit, look at that.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       100.


               EXT. SIDE OF ROAD - AFTERNOON

               JAMES and MITCHELL's car pulls over in the softly falling 
               snow, next to a billboard.  

               The billboard features a picture of a shiny new mobile home.  

               The sign reads as follows: A Brand New Way To a Better 
               Tomorrow.  Haven Acres Mobile Home Park.  Luxury Living at 
               its Finest.  Affordable Florida-built Mobile homes.   Call 
               CHANCE WILSON today.

               INT. REDMAN'S REVENGE - AFTERNOON

               JAMES and MITCHELL look from the billboard to each other

                                     JAMES AND MITCHELL (IN UNISON)
                         Gonna be big!

                                                                  FADE OUT:

                                                                           

                 

                                                                           

               FADE IN:

                                         ACT ONE

               EXT. HILLTOP - NORTHERN ONTARIO - SUNRISE - (SPRING 1969)      1   

               Birds can be heard singing.  The faraway silhouetted figure 
               of MITCHELL, an aboriginal male with long flowing hair, looks 
               out over a spectacular panorama of rugged countryside. He 
               speaks in native patois.

                                     MITCHELL (V.O.)
                         In the North Country, seasons play a 
                         big part in the lives of people.  
                         Winter holds this place tight.

               We approach him from behind coming closer and closer.

                                     MITCHELL (CONT'D)
                         When it finally lets go you can hear 
                         it crack. when that crack comes the 
                         otter begins to play.

               We see him gently fingering the budding leaves of a nearby 
               branch.  Lake Superior twinkles icy-blue in the distance.

                                     MITCHELL (CONT'D)
                         For the beaver, the crack is like a 
                         starting gun at a race. He builds 
                         quickly for soon the next winter 
                         will be upon him. For him there is 
                         no time to play.  Spring's a time 
                         when things change fast.  You have 
                         to keep a sharp eye out for the 
                         trickster.

               EXT. SIDE OF HIGHWAY - SUNRISE                                 2   

               A raven feeds on a piece of roadkill. He's startled into 
               flight by the brand-new GTO convertible speeding by. "Haven 
               Speedway Pace Car" is emblazoned on the side.

               INT. GTO CONVERTIBLE - SUNRISE                                 3   

               CHANCE WILSON, an overgrown adolescent of forty, races down 
               the highway, drumming at the dashboard of the car in time to 
               a tune blaring out of the car's eight track. It's "Sympathy 
               for the Devil" by the Rolling Stones. He sings along.

                                     CHANCE
                         "Please allow me to introduce myself, 
                         I'm a man of--wealth and taste."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         2.


               EXT. HILLTOP - SUNRISE                                         4   

               The raven soars into view cawing raucously overhead.  As 
               MITCHELL eyes the circling bird, the rising sun spills onto 
               his stubbled face erasing the noble profile and revealing 
               him to be a paunchy and balding middle-aged native.  

               MITCHELL takes a long pull on a joint and flicks it away.  
               As the roach arcs away and down we follow it drawing closer 
               to its glowing sparking tip of orange flame. 

               INT. STEEL MILL - MORNING                                      5   

               Bright orange molten ore slops into huge vats providing the 
               main source of light in the mill.  The mill resembles a beast; 
               a dark and filthy, loud and banging, dangerous creature, 
               very much alive.  ED, a man of medium height and build, around 
               forty,  works with intense concentration at the controls of 
               a crane, levering a now-empty ore bucket over to one side.  
               Taped to the window of the cab is a photograph of a sultry 
               dark-haired woman in her thirties.  It's a close-up shot of 
               her face and her pose is poutingly provocative. 

               ED talks to the photo and laughs.

                                     ED
                         You're giving me the lip Ellie!  
                         You're giving me the lip! 

               ED shuts the machine off and jumps down.  He yells over the 
               din to one of his co-workers that its quitting time and 
               gestures to the punch clock. 

               He makes his way along aisles of growling machinery.  Suddenly 
               An alarm horn starts blasting away.  He changes direction, 
               running over to some scaffolding.  A small cabin is perched 
               on top.  He climbs quickly to it, throws open a door.  

               Along one wall are gauges, buttons and levers.  One of the 
               gauges is dangerously in the red and a warning light flashes.   
               ED quickly throws a lever, pushes a button and in a loud 
               hiss of hydraulics and banging the gauge dips back into the 
               safe level.  

               ED climbs back down the scaffolding bumping into NORT at the 
               bottom.

                                     NORT
                         Jesus, Eddie you saved my bacon.  
                         What in hell happened.

                                     ED
                         Number five just about blew!  Where 
                         in the fuck were you?  We could'a 
                         been down for three shifts for Christ 
                         sake!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         3.


                                     NORT
                         A guys gotta take a leak sometime 
                         Eddie.

               ED looks reproachfully at him and begins walking away.  

                                     NORT (CONT'D)
                         Thanks Eddie.

               ED chuckles, waves without turning around, and makes his way 
               to the punch clock. 

               ANGLE ON: A HAND TAKES AN EMPLOYEE CARD WITH THE NAME ED 
               HEWSON PRINTED ON IT, SHOVES THE CARD INTO A TIME CLOCK AND  
               IT BANGS EXPLOSIVELY.

               EXT. MOBILE HOME - MORNING                                     6   

               ED pulls his six-year-old compact Ford up to a small mobile 
               home, gets tiredly out of the car, and enters the trailer.

               INT. MOBILE HOME - MORNING                                     7   

               ELLIE adjusts her waitress uniform in front of a small mirror. 
               She is ED's wife and the woman we've seen in the photograph 
               earlier.  ED comes over to her and they exchange a brief 
               peck.

                                     ELLIE
                         Hi Sweetie. Long night?

                                     ED
                         Same old, same old. I'm gonna fall 
                         down for a few hours. Wake me at 12?

                                     ELLIE
                         Kay. gotta go.

               ELLIE leaves the trailer. ED yells after her. 

                                     ED
                         Make sure Jody gets a start on those 
                         rocks ok? 

               EXT. SIDE OF HIGHWAY IN FRONT OF SERVICE STATION -- DAY        8   

               In the foreground a can of open white paint perches 
               precariously on a partially painted rock.

               Focusing on the background, a rusty battered 1957 Pontiac is 
               being pushed into the station. Steam belches from under the 
               hood.

               Pushing the car are JAMES And MITCHELL, two native men in 
               their twenties. Also pushing is ROBBY, a slender,slightly 
               built lad of seventeen.  At the wheel, covered in white paint, 
               sits JODY, an eight-year-old boy. He pretends he is driving.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         4.


                                     ROBBY
                         Where'd you guys get this anyway?

                                     JAMES
                         Mitchell's uncle.  Was gonna put it 
                         in the dump.  But Mitchell says 
                         there's lots of miles in her yet.

                                     ROBBY
                         Your uncle got any more cars? 

               EXT. SERVICE STATION PARKING LOT -- DAY                        9   

               A car trunk opens and a SALESMAN reaches in for a card of 
               jack-knives adorned with pictures of mounted R.C.M.P in full 
               dress.  The salesman pitches his wares to ED, now wearing 
               the uniform of service station attendant.  ED is visibly  
               impatient with the salesman's pitch.  

               In the background, the steaming Pontiac with JAMES, MITCHELL, 
               ROBBY and JODY slowly rolls up to the air pump.

                                     SALESMAN
                         Yes sir, you gotta make hay while 
                         the sun shines.  Tourista's, 
                         greenbacks, the Yankee dollar!  Now 
                         with these, you're gonna triple your 
                         investment in a week.  Now see, Yanks 
                         like to advertise.  They want somethin 
                         that says; Look at me, I been to 
                         Canada.  And when Americans think 
                         Canada, they think mounties!  If you 
                         want to sell to an American you gotta 
                         think like an American...

               He flicks a knife open and fingers the blade.

                                     SALESMAN (CONT'D)
                         See, it doubles as a handy little 
                         weapon for the young ones. Whaddaya 
                         say?

               INT. SERVICE STATION CAFE - DAY                               10   

               An Alka-Seltzer tablet drops into a glass of water and bursts 
               to life.  It's downed quickly by RED, a tall wiry man in his 
               sixties. He wears a cooks apron.  RED'S name might come from 
               either his flaming orange hair, his quick temper or his 
               perpetually inflamed stomach.  He balefully regards ED and 
               the SALESMAN out the window of the cafe. 

                                     RED
                         Cahrisssst!  It's a helluva way to 
                         make a livin.

               Through the opening of the kitchen pass-thru we see ELLIE. 
               She scrubs away at a pot, up to her elbows in dishwater. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         5.


               INT. KITCHEN - DAY                                            11   

               ELLIE pauses for a moment and wipes her brow. She pulls the 
               plug on the sink, bangs the pot over onto the drainboard and 
               quickly dries her hands. Through the pass-through she follows 
               RED'S gaze out to ED and the SALESMAN.

                                     ELLIE
                         This place is more his dream than 
                         mine. Half his paycheck goes into 
                         This "investment". God knows how I 
                         let him talk me into it.

               She reaches into a cupboard below the sink, withdraws a bottle 
               of 74 sherry and a shotglass and places it on the counter. 
               She checks to make sure RED hasn't seen her. 

               She pours herself a shot and drinks it quickly.  Closing her 
               eyes, she lets the fire of it wash over her. 

               Pulling a cigarette package out of a drawer, she lights one 
               and inhales deeply.

                                     ELLIE (CONT'D)
                         Probably his wild Irish charm, the 
                         bastard.

               RED looks over at ELLIE, confused. She eyes him expectantly. 

                                     RED
                         I meant the salesman.

                                     ELLIE
                         Oh--

               There is a loud sucking sound as the last of the dishwater 
               goes down the drain. ELLIE puts the bottle and shotglass 
               away. She stubs out the cigarette and begins tidying up. 

                                     ELLIE (CONT'D)
                         Well I hope the poor bastard isn't 
                         working on commission.

               EXT. SERVICE STATION PARKING LOT - DAY                        12   

               The SALESMAN is displaying a card of sunglasses.  JODY ambles 
               over from the Pontiac to the SALESMAN'S car. He kicks at the 
               hubcap. The SALESMAN shoots him a wary glance then returns 
               to his pitch. 

                                     SALESMAN
                         Now here's a novelty.  Sunglasses 
                         with mirrors in em.  See where you're 
                         going and where you been.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         6.


               As the SALESMAN dons the sunglasses,JODY sneaks a jack-knife 
               from the trunk unnoticed. Except by ED. ED glares at JODY 
               who puts the knife back.  

               ED firmly redirects his son's attention to his job painting 
               the dozen unpainted rocks at the edge of the parking lot.

                                     ED
                         Finish what you start, son.

               JODY reluctantly heads back to his work painting rocks.  
               Part way, (unseen by his father) he spins around to make an      *
               incredibly grotesque and revolting face at the SALESMAN and 
               runs back to the steaming Pontiac.

                                     ED (CONT'D)
                         Look, I'll take these two.  That's 
                         all I can afford right now.

               The SALESMAN starts to protest, but ED cuts him off by writing 
               out a check.  The SALESMAN packs up in disappointment. Ed 
               hauls out new tires and begins to arrange them in a display.

               EXT.  AIR PUMP - DAY                                          13   

               MITCHELL and JAMES have succeeded in clattering the car into 
               life. The hood is up.  Steam belches from the engine. 

               JODY bounces on the front bumper looking in. MITCHELL, at 
               one side of the car fiddles with the carbuerator. ROBBY, at 
               the other side, surveys the action. JAMES is at the wheel 
               grinning.

               MITCHELL moves to remove the radiator cap with a rag.

                                     ROBBY
                         Lookout shes gonna blow!

               MITCHELL grabs JODY around the waist and swings him out of 
               harms way as the cap blows off, issuing a three foot geyser 
               of scalding steam. JAMES leaps out of the car.

                                     MITCHELL
                         How's that for smoke signals, brother?

               EXT. PARKING LOT - DAY                                        14   

               The SALESMAN pulls out of the lot and ED strides quickly 
               over to the Pontiac. He grabs JODY from MITCHELL'S  arms and 
               pushes him in the direction of the rocks with a slap on the 
               bum for a head start. JODY goes reluctantly, rubbing his 
               posterior.

               A CUSTOMER, holding the hand of a small CHILD, approaches 
               ED.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     CUSTOMER
                         Excuse me, my son has to use the 
                         restroom, but the door's locked. You 
                         storing something valuable in there?

                                     CHILD (SMIRKING)
                         I told dad we should kick it in.

                                     ED
                         The key's in the cafe. Robby, go 
                         help this gentleman.

               ROBBY heads for the cafe, followed by the CUSTOMER and CHILD.

                                     ED (CONT'D)
                         Then get at those credit card slips.

               ED turns his attention to MITCHELL, JAMES, and the smoking 
               Pontiac. James is putting air into one of the tires.

                                     MITCHELL
                         Hi Ed!  Tourist season comin up, 
                         looks like.  Did you see what's going 
                         on up the road?  Kenny Jears and his 
                         boys are working on it.  They're 
                         puttin in a big donut.  James says 
                         its gonna be big.  James knows.   He 
                         seen a sign.

                                     JAMES
                         Yeah.. but lots of people see signs.  
                         The trick is knowin how to read them.

                                     MITCHELL
                         Me, I'm okay at signs.  Not as good 
                         as my brother James though.

                                     JAMES
                         Hey Ed, this air hose got a crack in 
                         it. 

                                     ED
                         So what was this sign boys?  A crow 
                         flying after sunset?  A cloud 
                         formation?  A wolf running backwards?

                                     MITCHELL (GLANCING AT JAMES)
                         No.  T'was a billboard.  There's a 
                         racetrack opening up.  Eh, James?

                                     JAMES
                         Gonna be big.

               JAMES and MITCHELL get back in the Pontiac and grind it into 
               gear.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         8.


                                     MITCHELL
                         You oughta get that air hose fixed 
                         though, Ed.  Take her easy now, huh?

               The Pontiac lurches out of the parking lot.  A backfire sounds 
               loudly as they accelerate onto the highway.  ED shakes his 
               head in wonder as he watches them go. He begins hosing off 
               the service bay floor.

               A pickup with Jears Construction Co. passes the clunker on 
               the way in and pulls up in front of the cafe. KENNY JEARS, a 
               bull of a man in his mid-thirties, and his crew of 
               construction workers pile out of the truck.

                                     WORKER
                         Christ Kenny, I'm so hungry I could 
                         eat the arse-hole out of a skunk.

                                     KENNY
                         Well, Red's cookin, you just might 
                         be in luck. 

               INT. CAFE - DAY                                               15   

               KENNY and his CREW clomp in and take up residence in a corner 
               booth.  Their trail is marked by muddy footprints over a 
               floor RED has just finished mopping. 

               RED pops a Rolaids as he moves to take their order. KENNY 
               eyes the menu with mock interest. 

                                     KENNY
                         Look at all the choices. What to 
                         have? What to have?

                                     RED
                         c'mon You guys. I ain't got all day.

                                     WORKER
                         Oh-oh. Reds got a bug up his ass.

                                     KENNY
                         Let's hope it don't wind up in the 
                         soup!

               KENNY and the CREW roar at this. RED glares at them, fuming.

               EXT. PARKING LOT - DAY                                        16   

               A large tanker truck from the oil company pulls up to one 
               side of the station and lurches to a halt in a hiss of 
               hydraulics. The DRIVER climbs down from the cab.

               ED groans as he puts down the hose and hurries to greet the 
               driver.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                         9.


                                     ED
                         Hi! Listen. My son's just finishing 
                         the credit card slips. Are you in a 
                         hurry?

                                     DRIVER
                         Kinda. Look if you're short of cash 
                         again, I'll catch you next trip.

                                     ED
                         No. I keep things C.O.D. I sleep 
                         better that way.

               The driver looks at his watch. Ed hurries inside.

               INT. SALESROOM - DAY                                          17   

               ROBBY is hard at work at a desk in the salesroom.  He's 
               drawing comic strips of his favorite cartoon creation, 
               "Captain Superior".  The drawings are incredibly well-detailed 
               and litter the tope of the desk, covering partially filled 
               out credit card slips. ROBBY plays each character as he draws, 
               using different voices.

                                     ROBBY (AS CAPTAIN SUPERIOR)
                         I can take anything you can dish out 
                         mister.

                                     ROBBY (AS ENEMY #1) (CONT'D)
                         You will soon taste my steel,  
                         Superior.  Ha Ha!  Why should I fear 
                         you?  You puny fool.

                                     ROBBY (AS CAPTAIN SUPERIOR) (CONT'D)
                         No one dares underestimate the power 
                         of Captain Superior!

               ED enters, catching ROBBY at his game.  ROBBY tries to hide 
               his drawings and go back to his assigned task of listing  
               slips, but he's too late.  

               ED uncrumples one of the drawings ROBBY has tried to discard.    
               The picture is of "Captain Superior" pointing his sword 
               outward.  the caption reads "you will pay for your insolence!"

                                     ED
                         What the hell is this?

               ED crumples ROBBY'S drawing up and throws it at him in 
               disgust. He shoves the slips toward ROBBY.

                                     ED (CONT'D)
                         Get these done. The drivers waiting! 
                         Christ, why don't you draw me a 
                         picture of a hard day's work? When 
                         you find out what it looks like.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        10.


               A signal bell announces a car at the gas pumps.  It can be 
               seen out the window of the salesroom, a late model Ford with 
               the media letters CKDY emblazoned on it.  

                                     ED (CONT'D)
                         There's one up.  Don't forget to 
                         wipe his windshield and check the 
                         oil.  Remember how to treat customers.  
                         C'mon.  Hurry it up!

               ROBBY scrambles out to service the vehicle. ED quickly sorts 
               through the mail. There are a number of bills with past due 
               written on them and a manilla envelope.

                                     ED (CONT'D)
                         Fucking bills. That's big news. Ok, 
                         here we go, R.F.Carrier, architect.

               He rips the manilla envelope open.  Inside are blueprints.

                                     ED (CONT'D)
                         bingo! 

               INT. SERVICE BAY - DAY                                        18   

               ED hurries into the service bay to pick up the glasses and 
               jack-knives and finds JODY modelling a pair and brandishing 
               a knife. ED looks heavenward for assistance.

                                     ED
                         Take off the glasses. Gimme the knife.

               ED kneels and talks to JODY, eye to eye.

                                     ED (CONT'D)
                         Remember the deal?  You paint the 
                         rocks. I give you a dollar. Then you 
                         can buy your own glasses. 

               JODY stares back sullen. ED looks at his watch.

                                     ED (CONT'D)
                         Five to two.  You have those rocks 
                         done by the time I leave for work 
                         ok? If you do I'll throw in a pair 
                         of these glasses.

               JODY scuffs his way back to the rocks.  ED quickly hangs up 
               the sunglasses and knives beside a sign that reads "In God 
               we Trust. All others pay cash. He dashes out of the salesroom 
               toward the cafe.

               EXT. GAS PUMPS - MOMENTS LATER                                19   

               ROBBY approaches the media car. Getting out is WALTER,  a 
               middle-aged man of ample girth and tremendous ego.  He spies 
               JODY whitewashing the rocks and throws him a beneficent smile.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        11.


               JODY makes another grotesque face, completely different from 
               the first but equally as revolting. WALTER is startled.

                                     ROBBY
                         Can I help you?

                                     WALTER (RECOVERING HIS COMPOSURE)
                         Good afternoon, young man!

                                     ROBBY
                              (confused)
                         Are you talking to me?

                                     WALTER
                         An excellent question.  And now that 
                         I have your attention my boy, may I 
                         inquire as to whether your employer 
                         is in proximity of the premises?

               ROBBY'S eye's wander over the media car with the call letters 
               emblazoned on it. 

                                     ROBBY
                         We gonna be on the news?

                                     WALTER
                         Not just on the news, my boy.  Making 
                         news, through the power of 
                         advertising!

                                     ROBBY
                         Oh, you're selling something.

               WALTER regards ROBBY with a mixture of surprise and distaste.  
               JODY who's been listening in pipes up.

                                     JODY
                         Dad says when people are happy and 
                         excited and talkin about how great 
                         everything is, ask them what they're 
                         selling.  

                                     WALTER
                         You are a most unpleasant little 
                         urchin aren't you?

                                     ROBBY
                         Look, did you wanna buy some gas?  
                         or not?

               INT. KITCHEN - DAY                                            20   

               ELLIES at the grill, frying bacon.  ED comes in, gives her a 
               goose, chuckling when she jumps.  He moves quickly to an 
               adjoining alcove where he begins taking off his pants to 
               change into his steel mill clothes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        12.


                                     ELLIE
                         Is that your idea of foreplay?! 
                         There's hot grease here.

                                     ED (WINKS AT HER)
                         Did you pack my lunch?

                                     ELLIE
                         In the cooler.

               ELLIE crosses to the fridge, takes out a pitcher of ice-tea 
               with ice cubes, and begins pouring it into a couple of 
               glasses.

               ED searches the cooler for his lunch. ELLIE takes an ice-
               cube from the pitcher, sneaks up behind him and drops it 
               into his shorts. ED dances to dislodge it as RED barges into 
               the kitchen.

                                     RED
                         Chrisss, that Jears is gonna push me 
                         too far one of these days. Where's 
                         those BLT's? I--

               RED takes in the scene of ED, partially clad, looking for 
               the ice cube in his shorts. ELLIE calmly hands him two glasses 
               of ice-tea. She smiles innocently. RED takes the iced-tea 
               and eyes ED.

                                     RED (CONT'D)
                         My Gawd, that's, that's, insanitary. 
                         You people are running a restaurant. 

               He bolts out of the kitchen with the iced-teas. ED goes back 
               to dressing.

                                     ED
                         I'll get you for that.

                                     ELLIE (POUTS)
                         Promises. Promises.

                                     ED
                         You're givin me the lip!

               ED tucks in his shirt, gives ELLIE a quick peck, then barges 
               out of the kitchen. 

               INT. CAFE - DAY                                               21   

               ED bangs open the kitchen door  hitting WALTER with the 
               swinging door.

                                     ED
                         Sorry.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        13.


                                     WALTER (RUBBING HIS SHIN)
                         Not to worry. A mere flesh wound. 
                         You are Mr. Hewson, I presume?

                                     ED
                         Yeah.

                                     WALTER
                         Walter Macauley. CKDY.

               WALTER proffers his hand and ED shakes it briefly.

                                     WALTER (CONT'D)
                         Now sir, I know you're a new business, 
                         and what new business needs is 
                         advertising. I'd like to discuss 
                         inroads. Inroads which..

                                     ED
                         Look, I'm kind of in a hurry.

                                     WALTER
                         I guess you've heard there's a new 
                         racetrack opening up the highway.  
                         The owner, Chance Wilson, is one of 
                         our new clients. I'm sure you'll be 
                         meeting him soon.

               ED looks around, trying to remember where he put his lunch. 
               He turns back toward the kitchen and its his turn to get hit 
               with the door as ELLIE emerges with his lunch. He gives a 
               howl of pain.

                                     ELLIE
                         Want mommy to kiss it better?

               She hands ED his lunch.

                                     ELLIE (CONT'D)
                         Better get going. You'll be late for 
                         work.

                                     WALTER
                         Mr. Hewson, I assure you this will 
                         only take a moment, and

               JODY rushes in to the cafe, navigates the maze of the 
               departing JEARS and his CREW, heads for the kitchen, and 
               runs into WALTER, getting white paint on his suit. 

                                     JODY
                         I'm hot! I want some freshee!

               JODY continues on into the kitchen. ELLIE follows him. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        14.


                                     WALTER (GRIMACING)
                         They're funny at that age aren't 
                         they?

                                     ED
                         Listen--uh Walter, see that big sign 
                         out there? It says gas station.  
                         There's another one over the cafe 
                         that says restaurant.

               ED goes to the cooler, takes out a pop and puts it in his 
               lunch bag. 

                                     ED (CONT'D)
                         Most people can figure out what I 
                         sell.  Besides, I'm the only station 
                         for twenty miles in either direction. 
                         I don't have that much competition. 
                         Now if you'll excuse me, I-

               RED has been clearing away the dishes from JEARS table and 
               lets out a howl.

                                     RED
                         Chrisss almighty!

               RED picks up a coin from the table and crosses to ED and 
               WALTER holding it up in front of their faces.

                                     RED (CONT'D)
                         A penny!  A gawddam penny!!  That's 
                         what Jears leaves me for a tip!? I'm 
                         gonna get that sonnofa--

               RED angrily moves back to the table and begins clearing the 
               dishes.  

                                     WALTER (TO ED)
                         Yes. Well, perhaps I'll just leave 
                         my card in case you-

               JODY comes barreling out of the kitchen and WALTER is just 
               able to duck out of the way as JODY dashes out of the cafe. 

               WALTER starts to leave and is just about run over again by 
               RED, who is in a temper and carrying a load of dirty dishes 
               to the kitchen. RED glares at him and WALTER quickly moves 
               aside and darts out the door.

               ED has moved behind the counter and is searching for 
               something. 

                                     ED (HOLLERING TO THE KITCHEN)
                         Goddamit El, where are my work boots? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        15.


               INT. SERVICE STATION SALESROOM -- DAY                         22   

               ROBBY signs for the gas delivery and hands the DRIVER the 
               finished credit card slips. 

                                     DRIVER
                         There you go kid. You're all set. I 
                         gotta haul ass.

               The DRIVER quickly leaves the salesroom and bumps into WALTER 
               in the doorway. WALTER holds up his arms in surrender.

                                     DRIVER (CONT'D)
                         Sorry buddy. Didn't see you there.

               The DRIVER leaves and WALTER cautiously approaches the counter 
               where ROBBY has gone back to his Captain Superior drawings.

                                     WALTER
                         Ahem, How much for the gas?

                                     ROBBY
                         Shit! I forgot to fill you up. See I 
                         had to do the slips--I'll get right 
                         on it sir.

                                     WALTER
                         Please! Don't bother. Perhaps another 
                         time.

               WALTER leaves the salesroom in a daze. Through the window 
               ROBBIE watches as Walter is nearly cut down by the departing 
               tanker truck.

               EXT. GAS PUMPS - DAY                                          23   

               WALTER, having reached the safety of his car takes a last 
               look around. JODY, painting the rocks, looks over at him and 
               grins. WALTER shudders. He takes out a pocket flask and has 
               a belt. 

               He gets in his car and roars off. ROBBY comes out with a 
               pail and squeegee. He takes a look over at JODY.

                                     ROBBY
                         Ya got more paint on yourself than 
                         you on the rocks.

                                     JODY
                         Ya want some?

               JODY flicks his paint brush at ROBBY flecking him with paint. 
               ROBBY charges JODY and begins chasing him around the lot.

                                     ROBBY
                         I'll get you for that, you little 
                         peckerhead!!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        16.


               INT. CAFE - DAY                                               24   

               The lunch crowd has departed and ELLIE tiredly sits on a 
               stool and lights a cigarette. RED can be heard doing dishes 
               and muttering in the kitchen.  

               ED laces up his workboots and looks out the window to see 
               ROBBY chasing JODY.

                                     ED
                         Goddamit it! Would you look at that!  
                         I can't leave them alone for two 
                         seconds. Wait'll I get my hands on 
                         them!

                                     ELLIE
                         C'mon honey, why don't you just let 
                         them have a moment of fun.

                                     ED (INCREDULOUS)
                         A moment of fun??? This is a fucking 
                         business,not a playground!  I'm not 
                         two jobs so this whole thing can 
                         turn into--Christ I'm trying to build 
                         something here.

                                     ELLIE (FLARING UP)
                         Don't start. In case you haven't 
                         noticed, we're all working our asses 
                         off.

               ELLIE smashes out her cigarette and moves toward the kitchen. 

                                     ED
                         Is that so?  Your son was in the 
                         salesroom five minutes ago drawing 
                         cartoons! Cartoons for Christ's sake.

               She whirls on him. 

                                     ELLIE
                         They're kids! With zero family life, 
                         bored about being stuck here in the 
                         middle of nowhere!

                                     ED
                           Nothing worthwhile happens 
                         overnight.  If we want the good 
                         things, we have to pitch in now.

                                     ELLIE
                         Save me the sermon. I'm sick to death 
                         of it.

                                     ED
                         Your trouble is you never-

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        17.


                                     ELLIE
                         Don't you tell me what my trouble is 
                         you sonnofabitch! I have had it with 
                         this whole goddam--

               She's interrupted by the loud squeal of brakes and a sustained 
               horn blast from outide. ED and ELLIE's eyes both dart to the 
               window.  RED comes running in to look.

                                     ELLIE (CONT'D)
                         Oh my God! Robby!!

               EXT. SERVICE STATION LOT - DAY                                25   

               Just as he was about to grab JODY, ROBBY has been nearly cut 
               down by the blue GTO convertible entering the lot. 

               The driver, is standing on the brakes and leaning on the 
               horn. ROBBY hugs the hood, happy to be alive.  After taking 
               a couple of deep breaths he stands up. 

               Loud Rock music blares from the convertible's radio.  CHANCE 
               WILSON leaps out of the car and approaches.  

               ROBBY's  stares wide-eyed at CINDY WILSON, CHANCE'S 18-year 
               old daughter, sitting on the passenger side.  She's a 
               knockout. CINDY regards ROBBY briefly as if he's pond scum 
               and looks away, bored.

               ELLIE, ED and RED come running up, breathless.

                                     ELLIE
                         Robby, honey are you okay?

               ED sizes up CHANCE, who's clad in satin racing jacket and 
               jeans, looking like a aging refugee from "Grease."  CHANCE 
               is chewing gum and snapping it. 

                                     ELLIE (CONT'D)
                         You almost ran over my son, You 
                         goddamn maniac! Why don't you look 
                         where you're going!

               ELLIE hugs ROBBY and picks over him, looking for injuries. 
               ROBBY sees that CINDY is smirking at him from the car. He 
               brushes his mother away. 

                                     ROBBY
                         I'm all right ma. Geez!

               CHANCE moves toward ED, who has begun re-stocking an oil 
               track. 

                                     CHANCE (GRINNING NONCHALANTLY)
                         Look, I um, don't want to get off on 
                         the wrong foot here. I'm your new
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        18.


                                     CHANCE (GRINNING NONCHALANTLY) (CONT'D)
                         neighbor, so to speak, and thought 
                         I'd drop in to say hi!

                                     ELLIE (BEGINS TO CHARGE HIM)
                         Well you got a fine way of--

               RED cuts her off with a tug on her sleeve and a nod toward 
               ED. He gives her a  wink, and gestures toward the cafe. ELLIE 
               allows RED to lead her, glaring back at CHANCE as she goes.

               CHANCE stands chastened for a moment until ELLIE'S back is 
               turned then addresses ED

                                     CHANCE (GRINNING BROADLY)
                         I'm Chance. Chance Wilson.

               CHANCE proffers his hand reading the name on ED's shirt.

                                     CHANCE (CONT'D)
                         And you're Ed right!?

                                     ED (UNCOMFORTABLE)
                         Yeah. Ed Hewson.

               ED finishes with the re-stocking and carries a garbage barrel 
               over to a dumpster. CHANCE follows him. 

                                     CHANCE
                         Geez you really go at it! I get tired 
                         just watching you. Ed, got a favor 
                         to ask you. But hey, It's gonna be 
                         good for both of us.

                                     ED
                         Look, Chance, I'm late for work. 

                                     CHANCE
                         I promise you Ed, I'll only take two 
                         minutes of your time. Whaddaya say?

               ED glowers over at ROBBY, looks back to CHANCE and nods. 
               CHANCE yells over to ROBBY.

                                     CHANCE (CONT'D)
                         Hey, skip, Do you think you could 
                         check the oil on this car?  Its a 
                         custom engine.  409. They said I 
                         gotta keep an eye on it.   

                                     ROBBY
                         Uh, ok.  Sure.  Great.  I mean if 
                         that's ok.

                                     CHANCE
                         Thanks buddy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        19.


               CHANCE claps ED on the back and they walk briskly toward the 
               salesroom.  

               INT. SALESROOM - DAY                                          26   

               CHANCE strides in with a flourish. ED opts to stand behind 
               the counter putting some official space between them.

                                     CHANCE (GRINNING BROADLY)
                         Hey, I gotta tell ya Ed, a good 
                         looking guy like you must be the 
                         manager.  you got the managerial 
                         look. Just the fellah I wanna talk 
                         business to.  And it could turn out 
                         to be a whole lotta business.

               CHANCES eyes dart everywhere in the salesroom sizing it up. 
               ED takes the opportunity to move the "In God we Trust. All 
               others Pay Cash" sign into more prominent view.

                                     ED (COOL)
                         I don't manage this business, I own 
                         it.  And it's been my experience, 
                         Mr. Wilson that nothing comes easy.  
                         Now what, exactly, can we do for 
                         you? 

                 He beams broadly back at ED, undaunted. 

               INT. SERVICE STATION PARKING LOT - DAY                        27   

               Outside, CINDY has left the car and made her way over to a 
               phone booth on the corner.  ROBBY watches her go 
               appreciatively.  She's wearing a very tight and short mini-
               skirt, spike heels, rose colored sunglasses and a low cut 
               blouse. 

               JODY has come over to join ROBBY as he turns to search for 
               the hood latch.

                                     JODY (IMITATES HIS MOTHER)
                         Ohhhhhh Robbie honey are you okay?

                                     ROBBY
                         Fuck off!

               ROBBY gets the hood latch to work and unearths a treasure. 

                                     ROBBY (CONT'D)
                         Holy shit!  Holyyyyyyyy shit!  Look 
                         at this friggin thing.  Four-oh-nine!  
                         Holly four barrel, dual exhaust.  
                         Chrome every friggin place.

               JODY points to the chrome air breather.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        20.


                                     JODY
                         What's that thing?

               ROBBY slaps JODY'S hand away. 

                                     ROBBY
                         Get your goddamned hands away from 
                         the car!  You're fulla paint.  You 
                         get white paint on this brand new 
                         beautiful blue car, and--

               ROBBY senses a presence and looks across at a skin tight 
               mini-skirt He follows it up to find CINDY eyeing him holding 
               an American dollar bill.

                                     CINDY
                         Got change? I need to use the phone.

               JODY ignores them both and pokes at the motor. ROBBY scrambles 
               out from under the hood bumping his head. He begins searching 
               his pockets. He comes up with thirty-five cents.

               CINDY slowly takes the change from ROBBY and stuffs the dollar 
               bill in his shirt pocket.

                                     CINDY (CONT'D)
                         Maybe mom doesn't want you carrying 
                         that kind of money around. Here you 
                         go sweetie.

               In a daze he watches her turn and saunter over to the phone 
               booth. 

                                     ROBBY
                         Jeezuz!

               ROBBY suddenly comes to his senses and sees JODY poking at 
               the engine. He crosses over, and cuffs him one.

                                     ROBBY (CONT'D)
                         Get lost you little pecker-head.  I 
                         got enough on my mind without you.  
                         The dips, the shift report.  Pa's 
                         working at the steel plant and you 
                         know what that makes me?

                                     JODY
                         Big shit!  Turdnose!  Cocknocker!

               JODY Flees Toward The sales office.  ROBBY watches him go 
               then turns back to admire CINDY at the phone booth.

               INT. PHONE BOOTH - DAY                                        28   

               CINDY talks on the phone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        21.


                                     CINDY
                         That's an entire fucking month away 
                         Grady--- Yeah, no problem, I can 
                         score some money off my old man---
                         I'll get it the same way he gets it-

               CINDY looks through the glass at ROBBY looking over at her.

                                     CINDY (CONT'D)
                         Look Grady, I gotta go.  

               INT. SALESROOM - DAY                                          29   

               ED counts out the float for the next shift. His eyes travel 
               to a diamond pinky ring on Chance's finger. 

                                     CHANCE
                         Till I get the well dug, I could use 
                         a little water maybe five, ten gallons 
                         from time to time.  But hey, I'm 
                         tellin ya, all the gas and oil I buy 
                         are gonna come  from you. At least 
                         three hundred gallons a week!  That's 
                         gotta be good for you right?.

               CHANCE now seems to have all the time in the world and surveys 
               the map of the area ED has hung in the salesroom. 

               ED hurriedly finishes with the float and puts it in a safe 
               under the counter. When he rises he sees Chance has put five 
               American twenties on the counter.

                                     CHANCE (CONT'D)
                         Here's a down payment of a hundred 
                         to get us started. You  ask Jears-- 
                         I've done alright by him.  One Fifty 
                         an hour for him and his crew.  He's 
                         killing me and he knows it. Listen, 
                         I can put your name out there.  Gotta 
                         show gratitude for guys helpin ya 
                         out.  I tell ya Were gonna put Haven 
                         on the map.

               CHANCE fingers Haven on the map to bring home his point. Ed 
               slowly takes the cash from the counter.

                                     CHANCE (CONT'D)
                         Local drivers at first.  Spread a 
                         couple of grand around in radio, tv,  
                         the paper.  I figure I build the 
                         purses up to twenty grand by August... 
                         Then, the state fairs down south.  
                         Escanaba Millwakee.  American Money.  
                         You gotta say can-do pal, whadda ya 
                         say?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        22.


                                     ED
                         Seems everybody and their dog is 
                         talking American money---Chance is 
                         it?  With a little hard work I hope 
                         to take home a little.  

               JODY comes bursting in to the salesroom.

                                     JODY
                           Can I get my dollar now for painting 
                         the rocks?

                                     ED
                         You, my son, will be paid your dollar 
                         when the jobs done.  Finish what you 
                         start. 

               CHANCE winks at JODY and goes over to him.

                                     CHANCE
                         Hey listen skip, I'm just talking a 
                         bit with your dad right now but I 
                         could sure use a coffee Just Cream.  
                         How bout it?

               He takes a thick wad of American money out of his pocket, 
               peels off a five and hands it to JODY.

                                     CHANCE (CONT'D)
                         And how about keeping the change?

                                     JODY
                         I guess so!  Thank-you sir.  Holy 
                         shit!!!  

               EXT. SALESROOM - DAY                                          30   

               Ed crosses to his car, a six year old compact Ford. 

                                     ED
                         You can help yourself to the water I 
                         guess. As to fame and fortune, we'll 
                         both have to see, won't we.

                                     CHANCE
                         Listen, you mind if I put up a couple 
                         of posters. For the track?

                                     ED
                         Only in the station. If you want one 
                         in the cafe you'll have to talk to 
                         my wife. 

               ED yells over to ROBBY who is taking the dips and looking 
               hungrily over at CINDY who's still in the phone booth.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        23.


                                     ED (CONT'D)
                         Don't let your imagination get in 
                         the way of a goddamn good days work.  
                         And make sure your brother gets to 
                         bed at a half decent hour.  See you 
                         tonight.

               ED gets in the car and drives off as CHANCE takes two five-
               gallon cans out of his trunk and begins filling them with 
               water, whistling.

               INT. ED'S CAR - DAY                                           31   

               ED looks into his rear view mirror to see CHANCE talking to 
               his sons. ROBBY is admiring a poster. He's becomes so intent 
               on studying events in the mirror, he narrowly avoids an 
               oncoming car.

                                     ED
                         That guy's got me jumpier than a 
                         long-tailed cat in a room fulla 
                         rocking chairs. 

                                      END OF ACT ONE
 
-----------------------------------------------------------------------------------------------------
                                                                        24.


                                         ACT TWO

               INT. STEEL MILL - NIGHT                                       32   

               ED's again at his post on the crane, pouring the molten ore 
               into buckets. 

                                     MITCHELL (V.O.)
                         North Country people are creatures 
                         of habit.  They help their neighbors 
                         and they are wary of strangers.  

               Finishing the pour ED shuts down the machine.He yells over 
               the din to one of his co-workers that its coffee time, and 
               gestures to the coffee room.

                                     MITCHELL (CONT'D)
                         This way of life serves them very 
                         well. 

               ED makes his way along aisles of growling machinery to the 
               coffee room and opens the door.

                                     MITCHELL (CONT'D)
                         But when the neighbors turn out to 
                         be strangers, what are they to do?

               INT. COFFEE ROOM - NIGHT                                      33   

               ED pours himself a coffee, tastes it, grimaces.  On the 
               counter is a can labeled coffee fund.  Ed checks it;sees its 
               empty.  He throws in a coin, pauses, and throws in a couple 
               more.

               He takes the coffee over to a table where newspapers are 
               strewn about. Munching on a cookie he scans one of the 
               newspapers.  There is an ad announcing the opening of the 
               racetrack.  ED sees it and does a double take, spilling hot 
               coffee on himself.

                                     ED
                         Shit!

               EXT. SERVICE STATION/CAFE PARKING LOT - EARLY EVENING         34   

               The windows in the cafe look warm and inviting in the 
               twilight.  Through them we see ELLIE and RED serving the 
               customers. JODY plays at a pinball machine.  

               At the gas pumps ROBBY fills a car.

               A pick-up rolls in and parks in front of the cafe.  CHANCE 
               gets out, followed by JEARS and four construction WORKERS.  
               CHANCE waves at ROBBY then slaps JEARS on the back.  The two 
               men walk to the cafe.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        25.


               INT. CAFE - EVENING                                           35   

               CHANCE saunters in, hops over a spot of the floor where Red 
               is mopping up and installs himself in a booth.  

                                     CHANCE
                         Boy something sure smells good!

               ELLIE looks up from where she's polishing the cutlery and 
               gives Chance an icy stare. 

               JEARS and his gang clomp in, again muddying RED'S mopped 
               floor.  RED scowls over at JEARS who ignores him. The gang 
               install themselves in a booth.

                                     KENNY
                         C'mon Red, how bout a little service 
                         here.  We're hungry.  Get the lead 
                         out!

               Red unwraps a Rolaids, pops it and strides over with menus. 
               ELLIE brings two steaming plates out of the kitchen and sets 
               them down on the counter for the boys.

                                     ELLIE
                         Its been a long day Kenny, go easy 
                         huh?

               ELLIE returns to her cutlery.  RED warily approaches to take 
               their order.  He stands poised and ready but Kenny wants to 
               play.  

                                     KENNY
                         This is the same crap as yesterday!

               He turns to a fellow worker.

                                     KENNY (CONT'D)
                         What are you gonna have?

                                     WORKER
                         I dunno. Is there anything edible?

               CHANCE gets up from his booth, comes over and takes the menus 
               from JEARS and his WORKERS and hands them to RED.

                                     CHANCE
                         I'll have the special.  Smells 
                         delicious.  They will too.  I'm 
                         buying.  That ok with you fellahs?

               KENNY and his gang exchange looks.  They grumble reluctant 
               assent.  RED goes off into the kitchen to prepare the meal   
               ELLIE regards Chance with curiosity as he returns to his 
               booth. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        26.


                                     ELLIE
                         So tell me Mr. careless driver, what 
                         brings you to our neck of the woods?

                                     CHANCE
                         Chance.  Just Chance. Well, it sure 
                         is pretty country. And the women are 
                         gorgeous.

               CHANCE winks over at the boys.  ROBBY and JODY exchange 
               glances not sure how to take this, but fascinated nonetheless.

                                     ELLIE
                         Uh-huh. And they're not stupid. Where 
                         are you from anyway?

                                     CHANCE
                         California. Land of the free.

               RED bustles out with steaming plates setting the first in 
               front of CHANCE and then serving JEARS and the WORKERS.  
               JEARS grins malevolently at RED.  

               RED sniffingly ignores him and walks back to the kitchen 
               with his head held high.  

               Ellie looks after him with concern on her face.  She turns 
               back to see CHANCE studying her with frank interest.  

                                     ELLIE (TO CHANCE)
                         Well, Haven's a pretty small town.  
                         It's a long way from California.  
                         I'd still like a straight answer on 
                         why you came here.

               KENNY and his WORKERS bolt their food. 

                                     KENNY
                         I thought the son-offa-bitch said he 
                         was from Detroit?

                                     CHANCE
                         Well, you know, the bigger a place 
                         is the more rules they have.  That 
                         kinda thing can close in on you.  I 
                         like this country.  Its all open. 
                         Not so many rules. When I'm done, 
                         they'll all come right up here, even 
                         from California, to see some of the 
                         best stock car racing in the whole 
                         damn country. 

                                     ROBBY
                         Are you gonna race super stocks too?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        27.


                                     CHANCE
                         You bet skip.  Stocks, super stocks, 
                         well work our way right up to top 
                         fuel.

                                     JODY
                         What's top fuel?

                                     CHANCE
                         Well, here's the thing about top 
                         fuel....

                                     ELLIE
                         Robby, you've had a licence for six 
                         months. You've had a wonderful example 
                         today of how not to drive. I think 
                         we'll leave it at that.    

               JEARS gets up chewing the last of his meal, followed by his 
               gang.  They make their way toward the door.  RED presents 
               CHANCE with the bill.

                                     JEARS
                         You ought to pay us to eat this slop. 
                         C'mon Wilson.  That tracks gotta be 
                         wet down by ten or my guys are on 
                         overtime.

               CHANCE moves to JEARS,all smiles, clapping him on the back 
               with one hand and slipping him his bill with the other.

                                     CHANCE
                         No sweat.  Get this Kenny willya?  
                         I'll get you back at the track.

               KENNY gives CHANCE a withering look but pays the bill. CHANCE 
               pops a fresh stick of gum and shoots the boys a wink.  He 
               turns to ELLIE.

                                     CHANCE (TO ELLIE) (CONT'D)
                         Listen, I'm not a bad guy.  Why don't 
                         you and the boys.... come up and 
                         look around. Be my guests for the 
                         opening.
                              (a beat)

                                     CHANCE (CONT'D)
                         Your husband too, of course. 

                                     ELLIE (COOLY)
                         Of course.

                                     CHANCE
                         I just thought you could use a day 
                         off. Have a little fun.

               There are sounds of horns honking from outside. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        28.


                                     CHANCE (CONT'D)
                         How about, until you tell me your 
                         name, I just call you beautiful?

                                     ELLIE (SMILING WRYLY)
                         There's a speed limit around here. 
                         I'd try slowing down if I were you. 

               CHANCE grins acknowledgment, snaps his gum and heads out the 
               door. 

               EXT. SERVICE STATION PARKING LOT - NIGHT                      36   

               ROBBY is locking up the displays and closing down the station 
               for the night.  The cafe is already dark; he's alone.  

               A pair of headlights swing onto the lot. ROBBY squints and 
               recognizes the GTO with CHANCE at the wheel.  The car is 
               towing a trailer loaded with six forty five gallon barrels.  

               CHANCE maneuvers the trailer over close to the garage and 
               leaps out of the car.

                                     CHANCE
                         Wow, skip, that was close.  Another 
                         five minutes, I'd of missed you.  
                         Your dad said I could borrow some 
                         water big guy.  I'm just gonna run 
                         the hose out here, shouldn't take 
                         long.

                                     ROBBY (UNCOMFORTABLY)
                         I don't know-

               CHANCE sticks the hose into the first barrel.

                                     CHANCE
                         Gotta slick down the track good, let 
                         the sun at it and the clay bakes the 
                         whole thing smooth as glass.  That 
                         way you get a real fast track.  It'll 
                         take ten seconds off the time trials.  
                         Keeps the drivers happy.

               CHANCE turns to ROBBY indicating the water tap.

                                     CHANCE (CONT'D)
                         Oh, Turn that on for me wouldya?  
                         Thanks.  You're a good guy.

               ROBBY reluctantly turns on the tap and the water gushes into 
               the first barrel.

                                     ROBBY
                         You should come back when--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        29.


                                     CHANCE
                         You ever thought of driving?  I had 
                         my first stocker at seventeen.

                                     ROBBY (EMBARRASSED)
                         I only got my licence six months 
                         ago.  My dad--

                                     CHANCE
                         --Here.  Tell ya what.  Gimme a hand 
                         with this hitch.

               Together they unhook the trailer from the GTO, setting it on 
               the ground.  CHANCE climbs in the passenger side of the car, 
               pushing a button on the dash.  

               A motor whirs and the top to the convertible folds open.  
               ROBBY watches, enthralled.  

               CHANCE keys the ignition and the car gurgles to life.  He 
               pats the drivers seat.

                                     CHANCE (CONT'D)
                         Jump in!

               ROBBY stares back wide-eyed. 

                                     CHANCE (CONT'D)
                         Jump in!!

               ROBBY decides to go for it.  He attempts to open the door.  
               CHANCE stops him.

                                     CHANCE (CONT'D)
                         No, what I said was, JUMP in.

               ROBBY grabs the corner of the windshield for support and 
               vaults himself into the drivers seat.  Despite his 
               embarrassment, he's all smiles.  His eyes survey the gauges 
               and the sumptuous interior.  CHANCE points at the parking 
               lot entrance to the left of them.

                                     CHANCE (CONT'D)
                         That's turn number one.  Go slow 
                         into it.  Take your time, keep to 
                         the inside.  Halfway in go to the 
                         middle and give her some gas.

               CHANCE points to the parking lot entrance to the right.

                                     CHANCE (CONT'D)
                         That's turn number two.  Same thing.  
                         Keep to the inside until you're 
                         halfway through, then move to the 
                         middle and go for the straightaway.  
                         Got it?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        30.


               ROBBY nods dumbly.

                                     CHANCE (CONT'D)
                         Take it easy until you're comfortable.  
                         Then open it up.  Well try five laps 
                         for starters.  Ready?  Set?  BANG!!!!!

               The car lurches ahead in a series of hops then stops dead 
               brakelights ablaze.  Slowly it moves ahead again around the 
               course Chance has laid out.  

               ANGLE ON:

               Robby's face in the dash-light, reflecting pure excitement 
               as he drives.  He is gaining confidence and pushes the car 
               faster.

               INT. BEAVER HOTEL - NIGHT                                     37   

               A local country band is playing.  Ed is at a table having a 
               beer with his friend NORT. The mood is jovial. A waitress, 
               takes their order.

                                     ED
                         Just one more Shirl.  Gotta get back. 

                                     NORT
                         Eddie, Eddie....Whyncha give yourself 
                         a break.  Kick back.  You work too 
                         hard.

               NORT takes a swig from his beer. 

                                     ED (SMILES)
                         I'd like to. Shit, the beer tastes 
                         good tonight. 

                                     NORT
                         That new foreman something ain't he?

                                     ED
                         Hurtz?  No kidding.

               ED does his best Hurtz imitation

                                     ED (CONT'D)
                         Vy are you fellahs alvays late. 
                         Somvones gonna get ze can.

               NORT and ED both share a good laugh. There's a beat.

                                     NORT
                         How's El? The kids?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        31.


                                     ED
                         Ellie's got an art show comin up 
                         first of the month. They're gonna 
                         show her paintings in the library 
                         downtown.  Robby's-pissing me off. 
                         Marks are down at school,always got 
                         his head in the clouds--thinks manual 
                         labor is a Mexican.  Christ, tourist 
                         seasons here. I need him.

                                     NORT
                         Ahhh lighten up Eddie. What's the 
                         kid?  Sixteen?  Seventeen?  He oughta 
                         be out gettin laid. Having some fun. 
                         Speaking of which-

               NORT  opens up a newspaper to an ad for the racetrack and 
               places it front and center in front of ED.  

                                     NORT (CONT'D)
                         Look at this.  Full page ad.  Stock 
                         Car Racing.  Right here in Haven.

               ED looks at the ad and then up at NORT, His good humor 
               vanishing. 

                                     ED
                         The guy was in today.  Chance Wilson.  
                         California Dreamer.  The fucking guy 
                         carries his money in a wad Nort, 
                         what kind of shit is that?

               NORT looks around at the band and is paying more attention 
               to the music than to ED. 

                                     NORT
                         I don't know.  Full page ad.  Gotta 
                         be money there somewhere.  I'm gonna 
                         get me a piece of that action.

                                     ED
                         What the fuck is that supposed to 
                         mean?

                                     NORT
                         I'm gonna build a car and race it.  
                         Coupla guys at the plant are planning 
                         the same thing.  Make some money and 
                         have fun doin it!  

                                     ED
                         You crazy? Is everybody around here 
                         crazy?  You're gonna take the money 
                         you worked for, give it to this guy 
                         and its gone in a month. There's 
                         more to life than fun.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        32.


                                     NORT
                         You're a awful tightass sometimes, 
                         Eddie. I'm buildin a car.  For me.  
                         Period. You want to work yourself 
                         into a heart attack, go ahead. Me, 
                         I'm gonna have some fun.

               The waitress returns, ED shakes his head at her and puts 
               money on the table. He's pissed off and NORT knows it. NORT  
               nonchalantly lifts a finger to order another.

               ED finishes his beer, gets up and begins putting on his coat.  
               As he does, some scrolled up parchment falls out of his inside 
               pocket. NORT watches as he picks it up.

                                     NORT (CONT'D)
                         Whatcha got there?

                                     ED
                         Surprise.  For the wife.

                                     NORT
                         Been my experience they like jewelry 
                         more than paper.

               ED smiles mysteriously.

                                     ED
                         Well, friend, lets just say I been 
                         making some plans of my own.  I gotta 
                         go--

               ED makes his way through the laughing, drinking crowd holding 
               tightly onto the paper. 

               EXT. SERVICE STATION PARKING LOT -- NIGHT                     38   

               ED pulls his Ford onto the lot, parks in front of the 
               salesroom and douses the lights.  

               He get out, looks around and begins checking to make sure 
               the station has been closed-up properly.  

               He puzzles as he investigates a puddle of water on the asphalt 
               and an unfurled hose lying on the ground outside near the 
               air pump.  There are also lots of black tire marks etched 
               into the pavement.

                                     ED
                         Damned Injuns!

               He moves toward the salesroom. 

               INT. SALESROOM - NIGHT                                        39   

               Checking the salesroom, ED can’t help trying on a pair of 
               the mirrored sunglasses he bought earlier from the salesman.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        33.


               He puts up his collar and strikes a "cool" pose.

               The spell is quickly broken however, and feeling somewhat 
               sheepish, he replaces the glasses and leaves the salesroom. 

               INTERIOR MOBILE HOME - LATER                                  40   

               ELLIE, dressed in housecoat, sits at an easel painting a 
               colorful landscape. 

               Her sherry bottle is at her side and half-empty. Big band 
               music plays on a portable stereo.

               She hears a plink against the kitchen window, wipes off her 
               brush and looks out to investigate.   

               EXT. MOBILE HOME - NIGHT                                      41   

               ED throws pebbles at the kitchen window and gets the response 
               he wanted, ELLIE's attention.  But as she looks out the window 
               at him she’s not smiling.  She turns away from the window.  
               ED moves toward the door. 

               INT. MOBILE HOME - NIGHT                                      42   

               ED enters and ELLIE brushes past him back to the easel.  He 
               reaches for her but she arches her body deftly out of reach 
               and resumes her painting.

                                     ED
                         El,  this afternoon....

                                     ELLIE
                         Your friend Chance was in for dinner.  
                         He's invited us all to his opening.

                                     ED
                         For God's sake he's not my fr----he 
                         what???

               ELLIE pours herself a stiff sherry.  

                                     ELLIE
                         He thought we should have a day off. 

                                     ED
                         And just how the hell did you two 
                         get so friendly all of a sudden?

               ELLIE downs the sherry in one drink and hurriedly starts 
               cleaning up.

                                     ED (CONT'D)
                         All right. Okay. You're right. A day 
                         off. Let's do it. How about a picnic?  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        34.


               Ed moves to her and enfolds her in his arms.  She’s less 
               than impressed.

                                     ED (CONT'D)
                         I mean like you and me, as long as 
                         we please, bread and cheese, a bottle 
                         of wine, feelin’ fine, a peek at--

                                     ELLIE
                         -Stop it.

               She breaks the embrace and angrily starts off for the bedroom.

                                     ED
                         How about tomorrow?  Ten a.m.?  The 
                         hill?  I’ll pack lunch.  I’ve got 
                         something I’d like to show you.

                                     ELLIE
                         Who’ll look after the place? Don't 
                         trust anybody, isn't that your motto?

               ED moves to the easel and examines her landscape.

                                     ED
                         You've really captured the season 
                         here. I like all the green. Look, 
                         Red can handle the cafe.  Robby can 
                         sit with Jody. We'll hit our tried 
                         and true spot on Eagle hill. What do 
                         you say?

               Ellie approaches and Ed embraces her. ELLIE looks back at 
               her painting.

                                     ELLIE
                         You really like the colors? I'm 
                         nervous about this show--

                                     ED
                         You artists are all sensitive types.

               ELLIE giggles, grabs a brush and starts flicking paint at 
               him.  

               EXT. SERVICE STATION PARKING LOT - MORNING                    43   

               ED and ELLIE pull up in front of the sales office and get 
               out.  They are dressed for their picnic.  

               JAMES and MITCHELL are lying in wait for them and have parked 
               their heap right in front of the garage door.  There’ve been 
               some alarming changes to it.  All the windows have been taken 
               out and a large number eight clumsily drawn in house-paint 
               adorns the door.  A makeshift roll cage has been fashioned 
               out of plumbing supplies.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        35.


               JAMES’S lower torso protrudes from underneath the car; he’s 
               is banging away at something.  MITCHELL is nearby, squatting 
               beside a hubcap.  ED gapes open-mouthed.  ELLIE moves to ED 
               whispering in his ear.

                                     ELLIE
                         I'm going to get our lunch.  You've 
                         got customers.

               ELLIE turns and moves toward the cafe.  MITCHELL gets up and 
               grins broadly as ED approaches.

                                     MITCHELL
                         Hi Ed. What do you think?  Pretty 
                         nice huh?

                                     ED
                         Words can’t begin to describe it.

               JAMES crawls out from under the car.

                                     JAMES
                         Ask him, Mitchell.

               MITCHELL lowers his voice conspiratorially. 

                                     MITCHELL
                         Well, Ed, James and I been tinkin’.  
                         We weren't gonna tell nobody.  But... 
                         you been good to us, give us water, 
                         and we been good to you.

                                     JAMES
                         We give you all our business.

                                     MITCHELL
                         We figured t'was only fair, in view 
                         of our close working relationship.  
                         To give you first chance. To be our 
                         sponsor.

               ED struggles to take this in.  JAMES claps ED on the back 
               grinning. 

               INTERIOR.CAFE - MORNING                                       44   

               ELLIE crosses over to talk to Robby catching a glimpse of 
               his artwork.  Captain Superior now chases villains in his 
               new super car. ROBBY hides the paper quickly at her approach.

                                     ELLIE
                         Make sure your brother stays out of 
                         trouble?

                                     ROBBY
                         Ma you said you’d think about--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        36.


                                     ELLIE
                         You can go up to the race-track and 
                         have a quick look around. Be back 
                         before four.  

                                     ROBBY
                         Awwright!!!

                                     ELLIE (TO RED)
                         Where's the goodies, old man? 

               He flips an egg he is holding into the air behind his back 
               and in an amazing show of dexterity whirls to catch it.

                                     RED
                         C’mon, you ever see an old man do 
                         that?

               ELLIE picks up a picnic basket from the counter.  She mutely 
               warns JODY to behave by shaking her fist in his direction.  
               RED moves with ELLIE to the front door, grinning.

                                     RED (CONT'D)
                         Hard boiled eggs, ham and cheese 
                         sandwiches, peaches, chocolate eclairs 
                         and a bottle of my home-made white 
                         wine. Chriss, I just about ate it 
                         myself.

               EXT. PARKING LOT - MORNING                                    45   

               A closed sign now hangs on the door of the gas station. ELLIE 
               gets in the Ford.  ED,  moves to do the same.  He is followed 
               by JAMES and MITCHELL.

                                     JAMES
                         Don’t forget. Keep this under your 
                         hat, Ed. We don’t want word leaking 
                         out.

                                     MITCHELL
                         No.  That's right.  We don’t want no 
                         leaking. People see what we're doing?  
                         Everbody going to want in.

               ED gets in the car puts in gear and takes a moment to arch 
               an eyebrow JAMES and MITCHELL.  With a solemn face he nods 
               his head and shoots them a peace sign.  ED and ELLIE drive 
               off.  

               JAMES and MITCHELL watch them go. They turn to each other 
               and give the thumbs up sign. 

               INT. FORD -- MORNING                                          46   

               ED smiles as he drives along with ELLIE snuggled up to him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        37.


                                     ED
                         You hungry?

               ELLIE bites his ear.

                                     ELLIE
                         Ravenous!

               EXT. SERVICE STATION PARKING LOT - MOMENTS LATER              47   

               ROBBY trails JODY behind him as they leave the lot heading 
               up the highway to the track. 

                                     ROBBY
                         C'mon Peckerhead. 

                                     JODY
                         I'm coming. I'm coming. Jeezus! 

               EXT. RACETRACK - LATER                                        48   

               ROBBY and JODY take a walking tour of the race track with 
               CHANCE.  Eyes, wide, JODY scans the white clapboard concession 
               stands aflutter with banners and flags. 

               ROBBY's eyes travel down an embankment through the white-
               washed bleachers to where drivers are preparing their cars  
               in the middle of a quarter mile clay oval. 

               A grader is busy smoothing out the tracks surface.  

               Everything is bustling.  WALTER is on hand, in his capacity 
               as reporter for CKDY. He's mugging to a remote television 
               camera that has been set up.

                                     WALTER
                         I’m speaking to you from the grounds 
                         of Haven Speedway, the emporium of 
                         one Chance Wilson, a would-be 
                         entrepreneurial impresario with an 
                         evolving vision of velocity....

               CHANCE is in high spirits and on the move.  ROBBY and JODY 
               almost have to run to keep up with him.  

               He charms and cajoles various people who run about filling 
               the concession stands with pop, chips, etc. CHANCE’s patter 
               is well rehearsed. 

                                     CHANCE
                         God, you guys are good, Gary a little 
                         more to the left buddy...I’d be lost 
                         without you, you know that, sure you 
                         do...  Karen, put those cups up top 
                         honey, yeah are they b cups or c 
                         cups?
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        38.


                                     CHANCE (CONT'D)
                         I talked to Chad Everett last night. 
                         He wants to know why you won’t take 
                         his calls.  C’maaawwwwn you guys 
                         you’re spoilin’ me here.

               CHANCE pulls up short at the rear of one of the booths and 
               opens the door.

               INT. CONCESSION BOOTH - DAY                                   49   

               CHANCE’S DAUGHTER, CINDY, is at work registering drivers who 
               are lined up in front of the booth. She doesn’t look up or 
               turn around as CHANCE enters behind her and reaches for the 
               phone.  

               ROBBY and JODY follow CHANCE into the booth.  ROBBY reddens 
               at the sight of CINDY, who's dressed in skin tight jeans and 
               low cut halter top. 

               CINDY hands a sheet to the man in front of her.

                                     CINDY
                         Check in time is 4:30 at the pit 
                         area.  The vehicle has to pass 
                         inspection.  This sheet lists specs 
                         and NRA standards.  That’ll be forty 
                         dollars registration.  Non refundable.

               CHANCE has the phone to his ear and waits for the connection.  
               He puts his hand over the mouthpiece.

                                     CHANCE (TO THE BOYS)
                         You guys remember Cindy? Honey, this 
                         is Robby and Jody.  Robby and Jody, 
                         this is my daughter Cindy.

                                     ROBBY (NERVOUS)
                         Hi!

                                     CINDY
                         Yeah, right.

               (a beat) 

                                     CINDY (CONT'D)
                         Ok, who’s next?

                                     CHANCE
                              (into phone)
                         Hey, Kenny, my man on the move, what’s 
                         up?

               CHANCE winks at ROBBY and ruffles JODY’s hair while he talks 
               into the phone. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        39.


               EXT. CLAY OVAL - DAY                                          50   

               KENNY talks into a makeshift phone at the center of the track.

                                     KENNY
                              (into phone)
                         I’ll tell you what’s up.  We need at 
                         least another 300 gallons of water 
                         down here and I’m not sittin’ around 
                         with my finger up my ass waitin’ fer 
                         it.  We’re on coffee break.  No,no--- 
                         you get your own goddam water!  Hey, 
                         another thing, you promised me a 
                         check by today.  I got five guys and 
                         four pieces of equipment on this 
                         job.  And They don’t run on promises!

               KENNY slams down the phone. 

               INT. CONCESSION BOOTH - DAY                                   51   

               CHANCE sets down the phone, looks over at ROBBY and grins.

                                     CHANCE
                         Cindy honey, I need you to do me a 
                         favor.

               CINDY looks at her father who directs her gaze over to ROBBY 
               and JODY.  She gives them a withering look, and looks back 
               at her father in annoyance.

               EXT. RACETRACK ENTRANCE - MOMENTS LATER                       52   

               The GTO with the top down turns onto the highway towing the 
               water barrels.  It gradually picks up speed. JODY perches in 
               the back seat, enjoying the wind in his hair. 

               INT.GTO - DAY                                                 53   

               CINDY's sprawls on the passenger side. ROBBY driving, sneaks 
               a sidelong glance at her ample cleavage and the short leather 
               skirt. CINDY catches him looking and smiles wickedly. 

               CINDY sparks up a joint from the car lighter,throws her hair 
               back and inhales deeply. Her mood is visibly improving.

                                     ROBBY
                         Your dad's really cool.

                                     CINDY
                         My old man is a crook and an asshole. 
                         So mother says. Space cadet she is, 
                         she's probably right.

                                     ROBBY
                         Okay.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        40.


               She gives ROBBY the joint, he takes a hit, and coughing, 
               passes it back. JODY follows the joint wide-eyed. 

               CINDY reaches into the console produces an eight-track tape, 
               put it in the player and cranks up the volume. "Somebody to 
               Love" blares out.

                                     CINDY
                         You like the Airplane?

                                     JODY (FROM THE BACKSEAT)
                         Well, can I at least have a puff?

                                     ROBBY (DISTRACTED)
                         It’s called a toke, not a puff and 
                         no you can’t.  Now shut the fuck up 
                         and sit down!!

               CINDY hands JODY the joint. He takes it gleefully. CINDY 
               begins unwrapping a small foil packet. 

                                     CINDY (TO ROBBY)
                         You've got to learn to relax Roger. 
                         Take a pill.

               She holds a tab of acid in her hand.

                                     ROBBY
                         The name's Robby. 

               CINDY splits the tab in half ingests half and puts the other 
               on her tongue. She moves to ROBBY and french kisses him so 
               that he gets it. 

               The car begins veering wildly. Fortunately the highway is 
               deserted. ROBBY regains control, barely.  Visibly shaken and 
               excited, he eyes her nervously.  

                                     ROBBY (CONT'D)
                         Was that what I think it was? 

                                     CINDY
                         The acid test of any road trip! Drive!  
                         We'll be there and back before the 
                         shit kicks in. Try and relax.  

               CINDY cranks the volume still higher and grabs the windshield 
               hoists herself into the wind and begins swaying sensuously 
               to the music.  ROBBY gives JODY a panicky look in the rear 
               view.  JODY is in his own world, laughing uproariously.  
               ROBBY looks over at Cindy and is sexually excited all over 
               again.

                                     ROBBY
                         Oh, fuck! 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        41.


               INT. GTO - AFTERNOON

               The car speedometer seen in close up, climbs to eighty and 
               over. 

               EXT. HIGHWAY -AFTERNOON 

               White lines fly by in a blur on the pavement. The music is 
               heard pulsating. 

               EXT. HILLTOP - DAY                                            54   

               A crumpled napkin wavers delicately in the wind for a moment,  
               then wafts across the remnants of a picnic lunch, past an 
               empty wine bottle, strewn clothing, and up into the air. 
               ELLIE, clad in a blanket sits blissfully on a rock overlooking 
               the rugged countryside. 

               She takes the air deep into her lungs and closes her eyes, 
               slightly tipsy.

                                     ELLIE
                         I'm going to paint this. This whole 
                         wonderful day.

               ED appears behind her with a roll of parchment. He carefully 
               unrolls it in front of her. 

                                     ED
                         Well, what do you think?

                                     ELLIE
                         What is this?

                                     ED (TRIUMPHANTLY)
                         Plans, gorgeous, For the house.  
                         we’re gonna build it right here on 
                         this hill. 

               She looks at each drawing carefully then looks up at ED as 
               if she's seeing him for the first time.

               ED, excited, begins mapping it out for her. 

                                     ED (CONT'D)
                         This'll be your kitchen with a view 
                         of the garden which'll be--well, you 
                         pick it. The money’s there.  It’s 
                         all coming together.  God El, now we 
                         can make things happen!

               ELLIE stares at him, dumbfounded.  

                                     ELLIE
                         When did I get left out of all this?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        42.


                                     ED
                         Eh?

               ELLIE throws down the plans, moves furiously over to the 
               picnic site and starts dressing quickly. 

                                     ELLIE
                         I know it wasn't three years ago 
                         when you wanted to move out here.  
                         You needed me then. When my father 
                         said it was a dumb idea, I was there 
                         for you.

                                     ED
                         Look El, I-

                                     ELLIE
                         It couldn't have been when you were 
                         building the cafe. I seem to remember 
                         re-designing the kitchen so the 
                         furnace wouldn't wind up in the middle 
                         of the dining area!

                                     ED
                         I wanted this to be a surprise.

                                     ELLIE
                         Don't patronize me you bastard! For 
                         sixteen years we've been dreaming 
                         about this! The house of our dreams, 
                         right on Eagle hill.  And now you've 
                         got the whole thing planned out 
                         without even talking to me about 
                         what goes where!

               ELLIE finishes dressing and grabs the wine bottle. She finds 
               it empty and throws it against a rock smashing it. She glares 
               at ED defiantly.

                                     ED
                         Maybe it's time we got back. 

               ED surveys her for a beat, turns and makes his way over to 
               perch on a rock.  

               He takes a lighter out of his pocket and lights the corner 
               of the parchment. 

               ELLIE stares, then runs over, and grabbing it, puts out the 
               fire.

                                     ELLIE
                         Stop it! What are you trying to 
                         prove?! Honest to God, you act just 
                         like a child. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        43.


               Ed surveys her seriously. She meets his eyes for a moment 
               then breaks contact to look out over the view.

                                     ELLIE (CONT'D)
                         I want the kitchen on the other side. 
                         And the living room faces east. Toward 
                         the sun. Got it?

               EXT. SIDE OF HIGHWAY - DAY                                    55   

               The GTO goes roaring by at a high rate of speed "Airplane" 
               music blaring.

               INT.  GTO - DAY                                               56   

               ROBBY is drumming on the dash in time to the music while 
               CINDY stands on the seat yelling into the breeze. Out the 
               windshield the gas station can be seen coming into view.

               EXT. SERVICE STATION PARKING LOT -- DAY                       57   

               The GTO, towing the trailer, slows and pulls into the lot, 
               arcs in a wide circle and comes to a stop. ROBBY begins 
               backing up. "White Rabbit" begins playing on the stereo. 
               ROBBY'S eye's begin to lose focus and his view of the air 
               pump goes kaleidoscopic.

               EXT. AIR PUMP - DAY                                           58   

               The trailer, loaded with forty-five gallon drums backs into 
               the air pump knocking it askew.  It begins hissing slowly.  
               The collision also dislodges a drum which slowly topples and 
               begins rolling. 

               EXT. PARKING LOT - DAY                                        59   

               The barrel rolls across the parking lot toward the gas pumps.  
               It’s picking up speed and Robbie leaps out of the GTO in 
               pursuit.

                                     ROBBY
                         Shit, Shit, Shit, Shit, Shit.

               KENNY JEARS and his CREW roll onto the lot in a pick-up, 
               swerve to avoid the barrel, nearly hitting ROBBY.  JODY  
               perches on the trunk of the GTO, rocking back and forth with 
               laughter.  CINDY smiles cooly and adjusts her make-up in the 
               rear view mirror.  ROBBY finally catches up with the runaway 
               barrel and begins rolling it back to the trailer.  

               JEAR's pickup pulls up in front of the cafe.  He and the 
               crew disembark laughing.  JEARS turns to one of them and 
               calls out loud enough for ROBBY to hear. ROBBY shakes his 
               head trying to clear his vision. He grins strangely as the 
               acid takes effect.

               JEARS voice comes through to ROBBY as if down a well. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        44.


                                     JEARS
                         Poor kid.  Looks like they got him 
                         over a barrel!

               They all have a good laugh, turn and head into the cafe. 
               ROBBY hoists the barrel onto the trailer, unhitches it from 
               the car and surveys the damage to the air pump.  He tries to 
               fix it by jamming a piece of wood in it.  This only succeeds 
               in slowing down the hiss of air leaking out.  JODY is still  
               roaring with laughter.

                                     CINDY
                         Want some help?

                                     ROBBY
                         I think that's a wonderful idea.

               ROBBY gets out a set of keys and opens up the garage.  He 
               enters followed by CINDY and JODY. 

               INT.  SERVICE BAY - DAY                                       60   

               ROBBY pulls the trailer in through the open door and tries 
               to negotiate filling the barrels at the tap. He grins over 
               at CINDY.  CINDY closes her eyes, licking her lips. She enjoys 
               feeling the effects of the acid and looks over at ROBBY, 
               intrigued.

                                     CINDY (HANDS JODY SOME MONEY)
                         Why don't you get us some cokes from 
                         the machine would ya?  And some 
                         burgers. Take your time.

               JODY looks down at the money in his hand and sizes up the 
               situation.  

                                     JODY
                         Make it five!

               She gives him a withering look, grabs the one back and 
               substitutes a five.  He scampers off toward the salesroom.  
               She turns and smiles at ROBBY. He rocks back and forth and 
               smiles at nothing.

                                     CINDY
                         You're kinda cute, you know that?

               INT.CAFE - DAY                                                61   

               JEARS and his crew sit in a booth drinking coffee.  RED is 
               darting about in the kitchen fixing their orders.

                                     JEARS
                         Hey Red, this coffee tastes like 
                         shit!  YYknow that.  Hey Red?  You 
                         hear me??

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        45.


               INT. KITCHEN - DAY                                            62   

               RED grits his teeth and begins assembling a sandwich. 

                                     RED
                         Yeah, yeah, I heard you for 
                         Chrissakes.  You don’t like the 
                         coffee.  So don’t drink it.

               INT. CAFE - DAY                                               63   

               JEARS winks to his crew.

                                     JEARS
                         Yeah, Christ, the coffees bad, the 
                         food stinks, but the service is the 
                         worst.

               INT. KITCHEN - DAY                                            64   

               RED pauses in the middle of making a sandwich, stung by the 
               remark.  He grabs a large butcher knife, hacking the sandwich 
               in two.

               EXT. AIR PUMP - DAY

               The tail end of the GTO passes the broken air pump and 
               disappearing behind the garage.  The hissing begins to grow 
               louder and the air hose begins to swell.

               INT. SERVICE BAY - DAY

               Water pours into one of the barrels in a now-empty garage.

               INT. SALESROOM - DAY

               JODY approachES the pop machine.  He searches his pockets 
               for coins but all he comes up with is a jackknife, a broken 
               cigarette and a candy.  He looks around checking to see if 
               the coast is clear.

               INT. CAFE - DAY

               JEARS continues with his baiting of RED.  He is picking his 
               teeth with a toothpick.

                                     JEARS
                         Ahhyuhhh...Well what the fuck do you 
                         expect. He's an old, old man.

               RED whirls in from the kitchen, smashes the sandwich down in 
               front of JEARS defiantly, and barges back through the swinging 
               doors.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        46.


               EXT. SERVICE STATION PARKING LOT - DAY

               Seen from above the GTO pulls around the back of the garage 
               and stops.

               INT.GTO - DAY

               CINDY is at the wheel, ROBBY on the passenger side.  CINDY 
               shuts off the ignition, emits a low moan and throws herself 
               on ROBBY. The feelings mutual and the two are soon in the 
               throes of passion.  Clothes start to come off and they manage 
               to fall into the back seat.  "For the Benefit of Mr. Kite" 
               plays during the rest of the following shots and scene.  

               INT. SALESROOM - DAY

               JODY scrunching down in front of the pop machine, lifting 
               the flap on the bottle dispenser and sticking his arm in up 
               to the elbow. 

               INT. CAFE - DAY

               JEARS takes a bite of his sandwich and makes a face.  He 
               gags loudly for effect.

                                     JEARS (CONT'D)
                         Oh.  Oh Shit, that's bad.  I wouldn't 
                         feed slop like that to pigs!

               RED bursts forth from the kitchen brandishing the butcher 
               knife.  JEARS eyes go twice their size as we

               EXT. AIR PUMP - DAY

               The air hose bursts and the hose snakes about wildly.  The 
               bell starts dinging as if summoning boxers into the next 
               round.

               INT SERVICE BAY - DAY

               The water overflows in the barrels and runs in streams out 
               over the garage floor.

               INT. SALESROOM - DAY

               JODY reacting to the dinging air pump by trying to pull his 
               arm quickly out of the pop machine.  He gets it stuck and 
               begins screaming.

               INT. CAFE - DAY

               JEARS is backing toward the cafe door.  He picks up a chair 
               and tries to subdue RED, lion-tamer style.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        47.


                                     JEARS (CONT'D)
                         Now, take it easy Red, I was only 
                         jokin.  The sandwich is good Red.  
                         C'mon it is.  It's good.  It really 
                         is.  It's good.

               INT. GTO - DAY

               CINDY and ROBBY going at it, hot and heavy.

                                     CINDY
                         Easy country boy, easy!

                                     ROBBY
                         Do you hear bells?  Oh, jeeesuz!

               ROBBY quickly disentangles himself from CINDY, finds his 
               pants and stumbles out of the car.  He begins pulling them 
               on as he runs. 

               INT. ED’S CAR - DAY                                           65   

               ELLIE snuggles tightly against Ed as they drive home.

                                     ELLIE
                         No more surprises-?

               Ed gapes through the windshield stunned.

               EXT. SERVICE STATION/CAFE PARKING LOT - DAY                   66   

               ED pulls into the parking lot and they take in the scene out 
               the windshield.  

               RED menaces JEARS and three of his CREW with a butcher knife.  
               JEARS pals are gathered behind him and JEARS keeps the chair 
               he's picked up as a shield between them and RED.  

               ED looks around and takes in the carnage;  The air pump is 
               snaking wildly and dinging like a firebell, Water runs in 
               small rivers across the parking lot. 

               Through the salesroom window he sees JODY with his arm still 
               embedded in the pop machine red in the face and yelling for 
               help.   

               A partially-dressed ROBBY appears at the side of the garage.  
               As ED gapes unbelieving, ROBBY nervously jumps in front of 
               the air pump and tries to hide it from ED's view.  "For the 
               Benefit of Mr. Kite" reaches its crescendo.
 
-----------------------------------------------------------------------------------------------------
                                                                        48.


               EXT.  SALESROOM -- AFTERNOON                                  67   

               ED pulls up and parks the Ford outside the salesroom.  He 
               gets out and opens the trunk, taking out a new pick and 
               shovel. He slams the trunk loudly and walks toward the 
               salesroom.

               INT. SALESROOM - AFTERNOON                                    68   

               ROBBY looks up from his work listing credit card slips as ED 
               enters. ED is visibly angry and trying to keep a lid on it.

                                     ED
                         Come with me--NOW!

               Ed gives the pick and shovel to Robby and he takes them 
               plainly frightened. 

               EXT. HILLTOP - DAY                                            69   

               ED drives a wooden stake into the ground with a hammer and 
               paces off fifty paces as ROBBY silently watches him. ED  
               drives in a second wooden stake.  He looks up at Robby coldly, 
               the sledge in his hand.

                                     ED
                         Start diggin.  Straight line between 
                         those two stakes.  Frost line is 
                         four feet so that's how deep I want 
                         it.  And not one goddamned inch shy 
                         of four feet.  Is that clear to you?    
                         Supper will be ready at eight.  I 
                         don't expect you home before then.

               ED turns on his heel and starts walking away. ROBBY watches 
               him go and then turns resignedly to his task. One hundred 
               and fifty feet of Canadian Shield lie stretched before him.  

               He stabs the shovel into the earth. There is a loud clang of 
               metal against rock.  

               INT. CAFE - NIGHT                                             70   

               CHANCE is at the counter paying for a tray of take-out coffee.  
               RED serves him. 

               ELLIE looks out from the kitchen.  

               JAMES and MITCHELL are in a booth having pie and milk. They 
               look out the window to see ED's Ford  pulling up in front of 
               the cafe. ED comes into the cafe, slamming the door behind 
               him.

                                     ED (TO CHANCE)
                         I want you to leave and I don't want 
                         to see you in here again.
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        49.


                                     ED (TO CHANCE) (CONT'D)
                         That goes for daughter, your buddy 
                         Jears and the rest of your three-
                         ring-fucking circus.

                                     CHANCE
                         Whoa.  Whoa.  Slow down here buddy.  
                         I know things got a bit outta hand.  

                                     ED
                         Get out!  Now!

               CHANCE sees there is no room for discussion.  CHANCE regards 
               ED for a beat and leaves. The bells on the door jingle 
               merrily. ED turns to find all eyes on him. There is a beat.

                                     MITCHELL
                         That's a bad spirit Ed. Don't let it 
                         stay with you.  Have some pie.  It's 
                         good.

                                     JAMES
                         Car's ready Ed. Tomorrow everbody at 
                         the track is gonna see your name 
                         painted on the side.

                                     MITCHELL
                         Oh, that milk's cold.  Makes my teeth 
                         tingle.

                                     ED
                         Look, get the fuck out ok?  Milk and 
                         Pie are on the house, Ok?  Just go.

               JAMES and MITCHELL reluctantly get up and move to the door.

                                     MITCHELL (TO JAMES)
                         I didn't know our sponsor was gonna 
                         supply milk and pie.  I'd of had ice-
                         cream with it.

                                     JAMES
                         Never mind about the ice-cream.  
                         He's grouchy enough about giving 
                         away the milk an pie.

               They leave.  RED makes himself scarce in the kitchen while 
               ELLIE sits down in a booth with a cup of coffee.  She lights 
               a cigarette and regards him levelly through the smoke.

                                     ELLIE
                         Where's Robby? 

                                     ED
                         Remember when we first talked about 
                         a place in the country?  We thought 
                         it would be good for the kids.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        50.


                                     ELLIE
                         You thought it would be good for 
                         them. 

                                     ED
                         That's right! A little fresh air and 
                         hard work never killed anybody. Christ 
                         when I was that age-

                                     ELLIE (WRYLY)
                         You had to work to support your 
                         mother. You didn't have a choice. 
                         This is different. These kids have 
                         both parents- or do they?

                                     ED
                         Robby knows what he has to do! He's 
                         got to learn that the world is not 
                         an easy place-

                                     ELLIE
                         For you! It's not an easy place for 
                         you. But ROBBY isn't you. You both 
                         need to understand that.

                                     ED
                         I'll tell you one thing.  I'm gonna 
                         be on top of every goddamn little 
                         thing that goes on around here from 
                         now on.

               ED's face is a straight hard line as he stares out the window.  
               ELLIE quietly picks her cup and saucer off the table and 
               takes it toward the kitchen.

               EXT. HILLTOP - DAY                                            71   

               We are high above ROBBY, looking down on him as he toils 
               away at his ditch-digging. 

                                     MITCHELL (V.O.)
                         Summer is a time for growth.

               The sound of cicadas can be heard, droning sleepily. As we 
               near ROBBY he looks up sweating, and surveys the hundred 
               feet he has yet to dig to reach the other stake. 

                                     MITCHELL (CONT'D)
                         All the seeds begin to unwrap 
                         themselves so that in time you can 
                         see their true colors.

               ROBBY grits his teeth and he goes back to his work. The sound 
               of shovel hitting rock is heard. He strikes harder and harder 
               at the rock. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        51.


                                     ROBBY
                         I am Captain Superior.  You will 
                         bend to my will--

               ROBBY attempts to lever a  big boulder up and out of the 
               ditch. He struggles, hissing through clenched teeth but the 
               boulder falls back in, narrowly missing him.  He breaks and 
               begins to sob.

                                     MITCHELL (V.O.)
                         In this country pine trees can get 
                         to be over one hundred feet tall 
                         growing out of solid rock.

               ROBBY crawls out of the ditch, turns to see ED watching him.  
               He raises the pick as makes as if to charge then buries it 
               deep in the ground that lies between them.

               He turns and staggers away.  ED watches him go.  ROBBY turns  
               to glare at him.

                                     ROBBY
                         Fuck you.  No more.

               ROBBY turns again and walks away into the late afternoon 
               sun.  ED closes his eyes and rubs them with his hand. When 
               he opens them, ROBBY is gone.

               EXT. JAMES AND MITCHELL'S CABIN - MORNING                     72   

               The yard is littered with junk. The battered hulk of the old 
               Pontiac they've converted to a stock car serves as a 
               centerpiece. 

               paint cans are strewn about, and the roof of the car bears 
               the slogan "RED SLEPT HERE." All kinds of stickers adorn the 
               car, one of them for a local brand of peanut butter.  A 
               crudely drawn marijuana leaf adorns the trunk lid.  

               Wood-smoke curls up through a crooked chimney and a raccoon 
               scampers up bright eyed, rises on his haunches and sniffs at 
               the front door. 

               INT. JAMES AND MITCHELL'S CABIN - DAY                         73   

               The static-filled image of man taking his first step on the 
               moon can be seen on a television screen.

                                     T.V. ANNOUNCER (V.O.)
                         That's one small step for man---

               A hand bashes the side of the TV. As we pull away we see 
               MITCHELL, joint in hand, trying to get a better picture. The 
               sound goes out on the TV. He surveys the screen, annoyed.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        52.


                                     MITCHELL
                         Fucking guys. Excuse my language. 
                         Why don't they just be happy to look 
                         at the moon. Like we do.

               We pull back further to a cluttered interior.  Junk is 
               everywhere, piled deep and high.  JAMES stokes up a wood-
               stove in the corner.  MITCHELL moves to a rickety old table 
               in the center of the room.  The table is littered with butts 
               and a partially filled wine bottle. MITCHELL looks over at 
               ROBBY who lies sprawled on a sagging bunk bed in the corner.  
               ROBBY opens one eye, takes in his surroundings then groans.

                                     MITCHELL (CONT'D)
                         Hey, James he's alive.  You're missing 
                         things Robby. Some guys just walked 
                         on the moon!

               JAMES comes over and joins MITCHELL at the table.

                                     JAMES
                         Yeah, wine can make you do that.  
                         There's still some left.  Want a 
                         cup?

               ROBBY rises to a sitting position shakes his head weakly, 
               trying to orient himself.  JAMES and MITCHELL pour themselves 
               a cup, toasting each other.

                                     JAMES (CONT'D)
                         Me and Mitchell been fishin' already.  
                         Caught breakfast.  You like Bass?

                                     ROBBY
                         Ohhhhhh God. I'm sore.

                                     MITCHELL
                         I'd be too.  Your father shouldn't 
                         of done that.  James says just for 
                         that he's not our sponsor no more.

               ROBBY rises tenderly and holds his head. 

                                     ROBBY
                         I should be going home.

               (A beat.)

                                     ROBBY (CONT'D)
                         What's that smell?

                                     JAMES
                         Sweetgrass.

               JAMES calmly regards Robby for a moment. Robby looks back 
               quizzically. JAMES smiles back at him. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        53.


                                     JAMES (CONT'D)
                         You'll get what you need Robby.  
                         Remember that. A boy becomes a man 
                         when he starts looking for some things 
                         away from  his home.

                                     MITCHELL
                         Me and James are goin' up to the 
                         track to register Redman's revenge.  
                         Want to come?

                                     ROBBY
                         Redman's revenge?

                                     MITCHELL
                              (beaming)
                         Our race car.  It's opening day.

               INT. CAFE - DAY                                               74   

               ELLIE  angrily clears away breakfast dishes from in front of 
               ED. She moves to the kitchen and can be heard banging the 
               dishes into the sink.

                                     ED
                         I'm telling you he'll be back. Where's 
                         he gonna go for God's sake? El? 
                         Where's he gonna go? 

               There is silence from the kitchen. 

               ED notices a car pulling up to the pumps out the cafe window.  
               He takes a last gulp of coffee and starts out the door.

                                     ED (CONT'D)
                         There's another one.  American Plates!  
                         What did I tell ya?  It's starting.

               He exits out toward the gas pumps. ELLIE comes through the 
               kitchen door and looks after him.

                                     ELLIE
                         On top of every little thing isn't 
                         he?

               she turns to RED who's mopping the floor.

                                     ELLIE (CONT'D)
                         Makes you feel sorry for the little 
                         things. 

               Some American TOURISTS flood in, chattering.  One couple 
               move to a booth and begin looking at menus.  Others stop to 
               look over  postcards at the counter.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        54.


                                     #1ST AMERICAN TOURIST
                         Damn!  Sure is pretty country.  Uh-
                         huh, it surely is.

                                     2ND AMERICAN TOURIST
                         Except for the flies.  They got so 
                         many flies--what do they need so 
                         many goddam flies for, that's what I 
                         wanna know. We don't got flies like 
                         this in Ohio!

               A third woman tourist picks a post card off the rack showing 
               an Indian chief in full ceremonial dress.  She hands it to 
               her friend.  

               Outside the window, more cars can be seen lining up at the 
               pumps.  Ed is working furiously but he appears to be losing 
               ground.

                                     3RD TOURIST
                         My, lookkit all them feathers.  Isn't 
                         he something?

               EXT. RACETRACK PIT AREA - DAY                                 75   

               MITCHELL and ROBBY push "Redman's revenge" over to the pit 
               area.  JAMES is wheel-man.  They come to a halt outside the 
               gate and take a moment to look around.  

               The track is open and attendance is to capacity.  On the 
               oval CINDY is at the wheel of the GTO leading a growling 
               pack of stockers around on their parade lap.  She waves to 
               the crowd who roar their appreciation.  

               WALTER is in the announcers booth employing his own inimitable 
               style.

                                     WALTER (V.O.)
                         What a wondrous summers day we have 
                         here today, ladies and gentlemen, as 
                         we gather in avid anticipation of 
                         our very own acrobats of acceleration, 
                         our demons of dash, our mercurial 
                         matadors...

               ROBBY sags visibly when he sees CINDY.

                                     ROBBY
                         Put a sock in it WALTER.

               He continues to watch the oval gloomily.  A PIT MAN has come 
               over to the gate and hastily beckons JAMES and MITCHELL over.

                                     PIT MAN
                         What the fuck is going on here?
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        55.


                                     PIT MAN (CONT'D)
                         What is this piece of shit doing in 
                         front of the gate?  We got traffic 
                         coming through here!  You gotta move!

                                     MITCHELL
                         We come to race.

                                     PIT MAN (CONTEMPTUOUS)
                         Okay Tonto I don't know how to break 
                         it to you but- this car no good for 
                         race-it dead many moons now. You 
                         take it happy hunting ground. Now 
                         get it the fuck outta here before I 
                         call security.

                                     MITCHELL (GROWING ANGRY)
                         We can make it run.  Just needs a 
                         boost.

                                     PIT MAN
                         It don't meet specs.  Now willya get 
                         outta here asshole?

               MITCHELL loses it and charges the PIT MAN. They hit the ground 
               and begin to wrestle.

                                     ROBBY
                         Jeezuz! 

               JAMES starts to rush to his brothers defense. ROBBY grabs 
               JJAMES by the arm.  

                                     ROBBY (CONT'D)
                         I'm gonna leave you guys to sort 
                         this out yourselves.  I gotta see 
                         Chance.  Maybe--well I'll see ya 
                         later.

               JAMES has the PIT MAN in a headlock. 

                                     PIT MAN
                         Ok. Injun. Let's smoke a peace pipe 
                         ok? 

               ROBBY runs off and JAMES helps MITCHELL get up and dust 
               himself off. The PIT MAN rubs his sore neck.

                                     PIT MAN (CONT'D)
                         I can't let you enter. I'm sorry ok? 

               MITCHELL starts to protest but JAMES waves him off. They 
               struggle to push "Redman's revenge" away. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        56.


               EXT. CLAY OVAL - DAY                                          76   

               The cars finish their pace lap and explode into a roar under 
               the green flag.

                                     WALTER (V.O.)
                         And they're off!  Now here's a  
                         reminder.  Next week is Master mayhem 
                         week here at Haven Speedway--

               On the backstretch, NORT'S car, number seventeen, can be 
               seen moving up through the pack. 

               INT ANNOUNCER'S BOOTH - DAY

               WALTER calling out the announcement.

                                     WALTER (CONT'D)
                         All manner of cars and crates will 
                         be admitted next Saturday only, for 
                         a chance at a cash purse worth over 
                         two hundred dollars.

               As the pack thunders out of the corner number six and number 
               twelve vie for first place. 

                                     WALTER (V.O.) (CONT'D)
                         That's right ladies and gentlemen, 
                         its our head to head, back to the 
                         bone-yard, Demolition Derby.

               EXT. PIT AREA - DAY

               James and Mitchell exchanging looks,taking in the implications 
               of a demolition derby. They grin at each other.

               EXT.CLAY OVAL - DAY

               Number six bumps number twelve sending the stocker crashing 
               into the wall in front of the grandstand. Parts fly 
               everywhere. The crowd leap to their feet cheering and a yellow 
               flag drops down.

               NORT floors it through the smoke, narrowly missing the crashed 
               stocker.  He spots the yellow flag and is forced to slow.

               INT. NORT'S CAR - DAY

               NORT, inside his car with muddy face.

                                     NORT
                         Shit! This was just starting to get 
                         fun!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        57.


               EXT. CLAY OVAL - DAY 

               One of the stockers begins belching black smoke on the 
               backstretch. 

                                     WALTER (V.O.)
                         Roger Powley is out of it Ladies and 
                         Gentlemen and oh, whats this? Freddie 
                         Lund has smoke coming from under his 
                         car. He's lost his um- muffler 
                         bearing. 

               A group of race fans eye the announcers booth and begin 
               laughing. 

               EXT. BLEACHERS - DAY                                          77   

                                     FIRST FAN
                         muffler bearing?

                                     SECOND FAN
                         What do you expect! He usually covers 
                         hockey!

               In the background, the afflicted cars are cleared from the 
               track. The green flag is dropped again and the race resumes 
               with a howl.

               EXT. CLAY OVAL - DAY                                          78   

               As the cars thunder into the corner, NORT takes the inside 
               and pulls into the lead. Clods of clay fly everywhere as the 
               cars accelerate into the stretch. 

               INT. CONCESSION STAND - DAY                                   79   

               WALTER looks out over the track and talks into the microphone, 
               excitedly.

                                     WALTER
                         Norton Abrams has taken the lead 
                         ladies and gentlemen going into this 
                         last lap. 
                              (reads from a page)
                         Next week will also feature the 
                         exemplary excellence of the inimitable 
                         Death defying Hell Drivers of 
                         California U.S.A.for one appearance 
                         only.

               WALTER takes a large drink of scotch from a flask he has 
               hidden in his suit pocket.

               EXT. CLAY OVAL - DAY                                          80   

               The stockers roar toward the grandstand. NORT takes the 
               checkered flag by a whisker, ahead of the howling pack.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        58.


                                     WALTER (V.O.)
                         That's Norton Abrams as your champion 
                         wunderkind on wheels.  Sterling 
                         steering Nort.

               NORT circles, approaches the flagstand and picks up the 
               checkered flag for a victory lap.

               EXT. FLAGSTAND - DAY                                          81   

               an OFFICIAL hands NORT the flag.

                                     OFFICIAL
                         Congratulations!

               He grabs the flag proudly and begins his victory lap. The 
               crowd's is on its feet cheering.

               INT. NORT'S STOCKER - DAY                                     82   

               NORT's enjoying himself, doing an Elvis impersonation at the 
               top of his lungs.

                                     NORT
                         "Wise men sayyyy, only fooools rush 
                         in--"  

               INT. CONCESSION STAND - DAY                                   83   

               ROBBY comes in, sees that CHANCE is on the phone.  CHANCE 
               sees him, holds up an "I'll be with you in a minute" finger.

                                     CHANCE
                         Are you kidding Ronnie?  We've already 
                         announced it.  The Hell Drivers for 
                         next week.

               CINDY walks in, checks on the mail, surprised to see ROBBY.  
               He tries a weak smile and CINDY gives him a wink and continues 
               with her work.

                                     CHANCE (CONT'D)
                         You can't...I know how far it is 
                         Ronny!  But listen buddy,...

               He gestures urgently to CINDY who hands him a nearby tape 
               player.  CHANCE hits it and the sound of wild audience 
               cheering fills the booth. CINDY begins sorting cash receipts.

                                     CHANCE (CONT'D)
                         Sorry Ronny-- hard to hear, the folks 
                         are having a good time.  That's a 
                         lot of dough up front buddy...Ok,Ok, 
                         look you got it.  I'll send the check 
                         ahead.  Course it's good.

               CINDY hands CHANCE a huge stack of currency. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        59.


                                     CHANCE (CONT'D)
                         Look I'm not gonna keep that kinda 
                         cash layin around.

               ROBBY eyes the photographs of various drivers on the wall 
               carrying the checkered flag. CHANCE pockets the huge wad of 
               cash.

                                     CHANCE (CONT'D)
                         Ok we're set.  Look I want some 
                         drivers up here within two weeks 
                         from Millwaukee.  Yeah, I got guys 
                         here, but people want American---
                         Ronnie lets face it, the guys here 
                         are yokels.

               ROBBY'S stares over, visibly startled at hearing CHANCE talk 
               this way. CINDY looks over at him, smiles at his naivety and 
               brushes past him out the door.

                                     CHANCE (CONT'D)
                         Ok Ronnie I love ya.  We're gonna 
                         make a million.  See ya.....

               CHANCE bangs down the phone and gives ROBBY a wink and a 
               smile.

                                     CHANCE (CONT'D)
                         Hey, it's El Robbo.  How ya doin 
                         kiddo?

                                     ROBBY
                         You're not mad?

               CHANCE picks up the phone and begins dialing.

                                     CHANCE
                         What for??

                                     ROBBY
                         Well,what happened-

                                     CHANCE
                         It's a big old world Robbo. Shit 
                         happens.  What's on your mind skip?

                                     ROBBY
                         Well I know it's a lot to ask but-

               CHANCE has made his connection, starts speaking, but motions 
               ROBBY to continue.

                                     CHANCE
                         Laura sweetie, it's Chance.  Your 
                         daddy in?  --Kenny!  You have any 
                         luck with the Racing Association?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        60.


                                     ROBBY
                         I was thinking. You said you started 
                         driving at my age and --

                                     CHANCE
                         --You guys are perfect!  Are you 
                         kidding?  There's nothing up here 
                         but Canucks with ten year old beaters.

                                     ROBBY (DEFLATING)
                         I thought maybe you could use an 
                         extra--

                                     CHANCE
                         You guys are the best.  Now get your 
                         butts up here!

                                     ROBBY (MISERABLY)
                         -driver.

               CHANCE hangs up the phone, sizes up ROBBY for a beat.

                                     CHANCE
                         Look kid, no offence but you need to 
                         learn a few things.  I think you 
                         should be talking to your dad.

                                     ROBBY
                         I'm livin with James and Mitchell.  
                         I'm no kid anymore.  

                                     CHANCE
                         James and Mitchell huh?  The two 
                         half-breeds?

                                     ROBBY
                         Eh?

               CHANCE puts an arm around ROBBY, leading him out of the booth.

               EXT. CONCESSION STANDS - DAY                                  84   

               ROBBY AND CHANCE walk through the crowds lined up at the 
               concessions buying chips, pop, and racing memorabilia.

                                     CHANCE
                         Look, I got one opening.  I want 
                         someone to entertain the folks during 
                         intermission.  You know, put on an 
                         act, funny stuff, folks like that --
                         down on the track at half-time.  
                         Whadda ya say?

                                     ROBBY
                         You mean like a stunt man or 
                         something?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        61.


                                     CHANCE
                         Like a clown!  What I want is a clown.  
                         You can do that, huh?  Be a clown?

               ROBBY comes to a halt. CHANCE keeps on walking. 

                                     CHANCE (CONT'D)
                         Want it or not?  Twenty-five bucks a 
                         show.

               The GTO barrels off in a cloud of dust that slowly envelopes 
               ROBBY  as he watches it disappear.

               EXT. GAS PUMPS - EVENING                                      85   

               Crickets can be heard singing.  ED watches a long string of 
               cars wend their way home from the racetrack as he tops up a 
               tourists car.  

               He wipes the windshield, takes the cash, and slowly heads 
               into the salesroom. 

               He can be seen through the window putting the cash in the 
               register and closing it. He looks up at nothing for a beat.  

               He emerges, shoulders drooping,and crosses next door to the 
               cafe.  Business has slowed and the lot is empty.  ED takes 
               one last murderous look at the stream of traffic from the 
               track and enters the cafe.

               INT. CAFE - EVENING                                           86   

               ED sits on a stool and watches RED and ELLIE go about their 
               cleaning chores prior to closing. ELLIE wipes tables in a 
               cold silent fury.

               He tries rattling his spoon in his cup to indicate a refill. 
               He is ignored so gets up and gets his own.  ED returns to 
               the stool and sips in silence.  He begins to grow 
               uncomfortable.

                                     ED
                         What a day! Tourist season's here 
                         for sure.

               Silence.

                                     ED (CONT'D)
                         Did you see that lineup at noon?  
                         That couple from Ohio? 

               Silence.

                                     ED (CONT'D)
                         Well, they sure liked your butter 
                         tarts, Red.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        62.


               Red stops mopping for a moment, sneaks ED a grin.  ELLIE 
               catches it, and the grin disappears quickly from RED's face. 

               ELLIE crosses to the juke box, depositing a quarter and 
               punches buttons, seething.  

               She returns to her work filling sugar containers.  A cheatin' 
               hurtin' country love song comes on and Ellie bangs down the 
               sugar container, strides over and unplugs the jukebox. 

               The song gutters and stops. Silence resumes.

                                     ED (CONT'D)
                         Jesus, the atmosphere in here is  
                         awe-inspiring.  Maybe to pick it up 
                         a bit, we ought to restage that knife 
                         fight Red.  Dress you up like an 
                         Indian. Jears and the boys as cowboys.  
                         The tourists'd love it. How about 
                         it?

               RED glares at ED and returns to his mopping. 

               ELLIE briskly crosses into the kitchen and returns with ED's 
               lunchpail. She begins straightening his tie.

                                     ELLIE (SOFTLY)
                         Let me see if I've got this right. 
                         My son is out there somewhere, scared 
                         and alone, and this is somehow funny 
                         to you. I guess he's  learning his 
                         lesson, hmmm? Well here's your lesson 
                         for today.

               She tightens the tie choking him.

                                     ELLIE (CONT'D)
                         If anything happens our son, if he's 
                         not back here and soon, you'll be 
                         living in that big dream house alone. 
                         You got that?

                                     ED
                         Honey Rob's--

               ELLIE pushes the lunch pail into ED's hands, and opens the 
               door. 

                                     ELLIE
                         Oh my, look at the time! Late for 
                         work. I know how important that is 
                         to you.

               ED studies her for a beat, then angrily stalks out the door, 
               slamming it behind him. The bells tinkle.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        63.


               Ed's car can be heard squealing out of the lot as ELLIE gazes 
               out the window into the darkening sky.

               EXT. JAMES AND MITCHELL'S CABIN - AFTERNOON                   87   

               MITCHELL and JAMES tinker under the hood of "Redman's Revenge" 
               hooking up the carburetor.  ROBBY examines the junk in the 
               yard.  He picks one item up, can't figure out what it is and 
               throws it down again impatiently.

                                     ROBBY
                         I don't know nothing about being a 
                         clown.

                                     JAMES
                         You mean you dun't know anything.  
                         If you don't know nothing then you 
                         must know something.  That's what 
                         they call two wrongs make it right.

                                     MITCHELL
                              (Proudly)
                         James got grade 9.

                                     ROBBY
                         C'mon you guys.  I'm seriously fucked 
                         if I can't be funny.

                                     JAMES
                         Do you do any tricks?  Like blowing 
                         smoke out your ears?  Or biting heads 
                         off smelts?  Mitchell can bite their 
                         heads off.  It's pretty gross though.

                                     ROBBY
                         I can juggle. 

                                     JAMES
                         Pretty good start. 

                                     ROBBY
                         Juggling's not funny.  A clown's 
                         gotta be funny.

                                     JAMES
                         Who said anything about being a clown?  
                         That's what they want.  You do what's 
                         inside of you.  Else it's a lie.  
                         What you got inside of you?

                                     ROBBY
                         Nothing!  I got nothing inside me!  
                         I just dream stuff that's all.  I 
                         don't do nothing....I mean anyting..I 
                         mean any..thing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        64.


                                     MITCHELL
                         How about those paintings?  those 
                         are pretty good.  Whose that guy?

                                     ROBBY
                         They're not paintings.  They're 
                         cartoons.  Captain Superior.  And 
                         he's imaginary.  Im-a-gin-ar-y?  Got 
                         it?

                                     JAMES
                         Why don't you make him real?  That 
                         would turn your inside out.  Fix 
                         your problem too.  Make twenty-five 
                         bucks doing it.

                                     ROBBY
                         You guys drive me fuckin' nuts.

               ROBBY stomps off back to the cabin. On the way he slips on 
               the grass and falls flat. JAMES and MITCHELL roar with 
               laughter as ROBBY tries to get up but slips again.JAMES goes 
               back to working under the hood as MITCHELL sparks up a joint.

                                     JAMES
                         Now that's funny.

               ROBBY glares at them and enters the cabin, slamming the door.  
               A hubcap falls off the wall. 

                                     MITCHELL
                         Think he'll do it?

                                     JAMES
                         Pretty hard to turn your insides 
                         out. Hand me that wrench. But, Robby 
                         there? His world's upside down anyway.  
                         What's he got to lose?

               We begin to move away from JAMES and MITCHELL as they tinker 
               with one piece of junk in the middle of a whole yardful of 
               it. 

               INT. CAFE - AFTERNOON                                         88   

               It's quiet in the cafe with only four customers gathered in 
               one booth.  

               JODY helps out behind the counter filling filters for the 
               coffee machine.  

               RED comes out of the kitchen carrying four steaming-hot 
               dinners at once.  He successfully navigates over to a table 
               of customers and sets them down. A customer begins to sprinkle 
               salt on his meal.  RED indignantly takes it away from him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        65.


                                     RED
                         It don't need any. 

               The customer tries it, judges it, seems pleased and nods to 
               RED.  RED nods back, satisfied.  Another customer, about to 
               put pepper on his meal, now looks up to Red for approval.

                                     RED (CONT'D)
                         What am I?  Your mother... 
                         Chrisss......you want pepper?  Use 
                         the pepper.  You don't want pepper?  
                         Leave it alone.

               The customer looks to his seat-mates for help.  They shrug 
               and go on with their meal.  With a self-satisfied smile, RED 
               returns to the kitchen carrying the salt shaker.  

               Through the pass-through window he spies JODY stealing a 
               chocolate bar from an under-counter display.  RED tiptoes up 
               behind Jody as he's pocketing it and smacks him on the back 
               of the head.

                                     RED (CONT'D)
                         Hey, whadda think you're doin!

               JODY jumps at RED's voice and so does the customer who's 
               finally decided the meal needed some pepper.

                                     RED (CONT'D)
                         Help me get this counter cleared off 
                         here.

               JODY starts to protest but Red's already clearing the counter.  
               He stuffs all the dirty cutlery into four glasses, and scoops 
               them up with one hand after first balancing four plates on 
               his head.  

               With his free hand he scoops up the dirty napkins and three 
               coffee cups.  He makes for the kitchen.  

               Awe-struck by this display, JODY follows him into the kitchen 
               area carrying the one remaining cup.  RED re-emerges being 
               tailed by a wide-eyed JODY.

                                     JODY
                         Where'd you learn to do that?

                                     RED
                         Navy.

                                     JODY
                         Get outta here.  You were never in 
                         the navy.

               RED sits on a stool and begins adding up a check for the 
               customers.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        66.


                                     RED
                         Yeah?  How do you know?

                                     JODY
                         Cause before, you said you were in 
                         the army.

                                     RED
                         Ok. Army then.

                                     JODY
                         I don't think you were in anything.

                                     RED
                         You ever get hit in the head with a   
                         plate?

               JODY looks at RED uncomprehending.  RED finishes adding up 
               the tab and rips it from the pad.

                                     RED (CONT'D)
                         Keep it up.

               RED takes the tab over to the customers and returns to the 
               kitchen.  JODY follows him in. 

               INT.KITCHEN - AFTERNOON                                       89   

                                     JODY
                         Where'd you learn it really?

               RED opens a refrigerator and leans into it.

                                     RED
                         Learn what?

                                     JODY
                         To carry stuff on your head and stuff.

               RED emerges from the refrigerator with an egg in each hand.

                                     RED
                         Circus.

                                     JODY
                         Really?

                                     RED
                         Uh-huh.  Used to do it on a tightrope.  
                         When I was your age.

                                     JODY
                         You never...

                                     RED
                         Watch this...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        67.


               RED holds the eggs, one in each hand behind his back.  He 
               begins to toss them in the air, over his shoulder and catch 
               them one handed.  First one then two at a time.  His face 
               becomes flushed with the effort and the speed and intensity 
               of his trick increases.

                                     JODY
                         Wow!

               INT.CAFE - AFTERNOON

               Ellie coming into the cafe with a couple of bags of supplies.  

               She begins making her way past the customers who are rising 
               to pay their bill.  

               ELLIE sets the bags down behind the counter, moves to the 
               cash and settles up with the customers.  They file out.

               INT. KITCHEN - AFTERNOON

               JODY is awe-struck at the display but RED is breathing 
               raggedly and is suddenly seized with a heart attack.  

               One arm reflexively goes to into his chest and he crashes 
               into the egg crates behind him.  There are broken eggs 
               everywhere and the spillage seeps out in a widening pool 
               around Red.

                                     JODY (CONT'D)
                         Ma......Maaaaaaaa!

               ELLIE comes running into the kitchen, takes in what's happened 
               and shoves Jody out of the way bending down to help Red.

                                     ELLIE
                         Go get your father... Jody go.Go 
                         now.  

               JODY flies out of the kitchen, through the cafe, out the 
               door.

               EXT. GAS PUMPS - AFTERNOON                                    90   

               ED finishes with a customer and returns the pump hose to its 
               holder.  He hears screaming, turns to see JODY yelling from 
               the cafe door.

               ED takes in the boys terror, and bolts for the cafe.  He's  
               nearly run down by a departing customer who screeches to a 
               halt.   Sidestepping the car, ED dashes into the cafe.

               INT. CAFE - AFTERNOON

               ED desperately scanning the deserted cafe then heading for 
               the kitchen.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        68.


               INT. KITCHEN - AFTERNOON                                      91   

               ED appears in the kitchen. He's stunned at the scene of ELLIE 
               cradling a semiconscious RED, who's breath is coming in rasps. 
               His color has gone to gray.

                                     ED
                         I'll get the car.  I'll be right 
                         back.  I'm getting the car.  Try and 
                         stay calm. I'm getting the car!

               He bolts from the kitchen and ELLIE looks down at RED trying  
               mightily to hold back her tears.

                                     ELLIE
                         What some people won't do for some 
                         time off...you hang on old man.  Do 
                         you hear me...you just have to ...

               EXT. SALESROOM - AFTERNOON                                    92   

               ED jumps in the Ford and frantically keys it. It won't start.  

               Cursing, ED jumps out, runs to the garage, grabs a new battery 
               from a display and some jumper cables.  Moving quickly and 
               efficiently, he jumps the car.  

               It roars to life and he squeals it over in front of the cafe 
               still trailing the jumper cables.

               EXT. SERVICE STATION PARKING LOT - AFTERNOON

               The brake lights of the Ford glow bright red as ED screeches 
               to a halt.

               INT. E.R. WAITING ROOM - LATER                                93   

               ED fiddles with a vending machine but can't get it to work.  
               He gives it a several smacks.  

               ELLIE looks up from a bench nearby where she's been sitting 
               with head in hands. 

                                     ELLIE
                         You can skip the charm. Did you try 
                         money? 

               A doctor enters, reading a chart.

                                     DOCTOR
                         Mr and Mrs--Hewson?

               ELLIE bolts out of her seat and over to the doctor.  ED joins 
               her.  

               In the background, ROBBY comes rushing in, stopping in his 
               tracks when he sees them talking to the doctor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        69.


                                     DOCTOR (CONT'D)
                         He's stable.  Remarkable, considering.  
                         As you probably guessed he's suffered 
                         heart failure.  I'll need to notify  
                         his next of--

                                     ELLIE
                         We're his family. 

                                     DOCTOR
                         --Of course.  Has Mr. Flory been 
                         under any undue stress lately?

               ELLIE glares over at ED. There is a beat. The doctor pats 
               ELLIE's shoulder.

                                     DOCTOR (CONT'D)
                         You can see him Tuesday. We'll talk 
                         more then.

               The DOCTOR leaves.  ELLIE turns, sees ROBBY.  He stands rigid, 
               staring at a gurney. Tears stream down his cheeks.  

               ELLIE runs to him and hugs him.  He remains stiff, and looks 
               over at ED. 

                                     ELLIE
                         My God, I've been worried.  Where 
                         the hell have you been?  

               ED remains frozen to the spot.  He and ROBBY eye each other.  
               ELLIE feels the unremitting stiffness in ROBBY and takes in  
               the two men staring coldly at each other.

                                     ELLIE (CONT'D)
                         Stupidity.  That's what this is.  
                         Men and stupidity. 

               ED breaks eye contact and looks at his watch.

                                     ED
                         I've got to get to work. 

               He starts toward the door and turns back to ROBBY.

                                     ED (CONT'D)
                         You want a ride?

               Silence.  ED looks to ELLIE. 

                                     ED (CONT'D)
                         Are you coming?

               It's a standoff. ED shrugs, turns on his heel and walks  out 
               the door. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        70.


               INT. REDMAN'S REVENGE - EVENING                               94   

               ROBBY pilots the heap. As they lurch along he tries to find 
               third gear. He occupies the only seat.  The rest of the car 
               has been stripped to bare metal.  

               ELLIE sits on the floor of the passenger side with only 
               ROBBY's coat for padding.  She clings to the makeshift roll 
               bar for support, smiling nervously; very nervously.   

               They've stopped somewhere previously for burgers and ROBBY 
               munches away happily.  

               ELLIE is more concerned on hanging on for dear life. ROBBY 
               offers her french-fries.  She shakes her head, pointing to a 
               glowing red light on the dash. She has to yell to be heard 
               over the roar.

                                     ELLIE
                         What's that light?

                                     ROBBY
                              (yelling back)
                         Temperatures running a little hot.   
                         It's okay, we're here.

               Robby pulls the heap to a stop.  Out the metal screen where 
               the windshield once was, the family's mobile home can be 
               seen. ELLIE tries to get out of the car but the doors welded 
               shut. 

                                     ROBBY (CONT'D)
                         It's ok, I'll take care of it.

               He leaps out of the clunker and crosses to the passenger 
               side. He lifts his mother out of the car and sets her down. 

                                     ELLIE
                         Well I'm impressed. You've grown.

               There is an embarrassed silence. ELLIE begins to babble.

                                     ELLIE (CONT'D)
                         C'mon. I've changed the sheets on 
                         your bed. There's clean clothes in 
                         your drawer. You've got to do 
                         something about that room though,its--

                                     ROBBY
                         Ma, I'm not staying.

               ELLIE looks at him, hurt.

                                     ROBBY (CONT'D)
                         I'm ok. Really. I've got a job up at 
                         the race-track.  Listen-- could you 
                         come?  It starts tomorrow afternoon.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        71.


               ELLIE sizes him up. He looks determined. 

                                     ELLIE (FIRMLY)
                         I wouldn't miss it for the world.

               ROBBY circles around again and jumps in the car.  It roars 
               to life and he begins backing out the drive.   

               INT. STEEL MILL OFFICE- NIGHT                                 95   

               ED selects his punchcard from the rack and finds a note 
               attached to see the foreman.

                                     ED
                         Shit!

               He rips the note off, punches in, and makes his way through 
               the maze of the mill, waving to his co-workers en route.  

               He reaches his crane, begins to climb the ladder and is 
               startled to see another operator in his place.  The noise of 
               the mill makes conversation impossible.  

               ED gestures with his hands to inquire "what's up?  

               The crane operator points to the foremans shed. ED starts 
               off, but the operator call to him. ED returns and the operator 
               hands ED the picture of ELLIE, that was pasted to the inside 
               of the crane.

               ED looks at the picture and back up to the operator. The 
               operator shrugs. 

               ED dashes down the ladder and over to the foreman's shed.  
               He barges in.

               INT. FOREMAN'S SHED -- NIGHT                                  96   

               ED sees NORT seated at a rickety table, scissoring a picture 
               of himself out of the newspaper.  

               NORT looks up at ED and grins.  He crosses over to a locker 
               and takes out a cheque. He sets the newspaper clipping in 
               front of it.

                                     NORT
                         Whaddaya think Eddie? Six hundred 
                         bucks and first place! 

               NORT passes cheque under his own nose, smelling it.

                                     NORT (CONT'D)
                         God, what a souvenir!  It's gonna be 
                         hard to cash this. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        72.


                                     ED
                         --Fuck that!  Guzzo's on the crane.    
                         What the hell is goin' on?

               NORT's face clouds and his mood changes.

                                     NORT
                              (noncommittal)
                         Foreman want's to see ya.  He's in 
                         there.  

               NORT indicates a door leading to another room. ED crosses 
               over to it, knocks, and enters.

               Nort plants a kiss on the cheque and puts it back in his 
               locker, closing it. As the locker bangs us into blackness  
               the sound of reving engines are heard. 

               EXT. RACETRACK PIT AREA - DAY                                 97   

               It's raceday once again.  The cars speed around the oval 
               throwing up clods of clay and scattering them everywhere.   

               ROBBY dodges one of the clods as he nervously readies himself 
               for his debut as a clown. MITCHELL inspects Robby's Captain 
               Superior outfit.  

               Robby's has fashioned a uniform of sorts;  His cape is a 
               piece of blue plastic tarpaulin and  his hooded mask is a 
               motorcycle helmet and shield.  His insignia is a chrome car 
               ornament with a huge letter S. He wears black sweat pants 
               and tee-shirt.  He dons a pair of hockey gloves and turns to 
               MITCHELL for inspection.

               MITCHELL calls over to JAMES who changing a tire on Redman's 
               revenge, in preparation for the demolition derby.

                                     MITCHELL
                         Hey James, look at our superhero. 
                         All ready to fly. 

                                     ROBBY
                         Do I look Ok?

               EXT. BLEACHERS - DAY

               ELLIE's in the bleachers with JODY.  She waves to ROBBY.  
               JODY makes a face.

               EXT. RACETRACK PIT AREA - DAY

               The intercom crackles to life as the checkered flag is dropped 
               and the crowd cheers.  The cars file growling into the pit 
               area. ROBBY watches them, visibly nervous. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        73.


                                     WALTER (V.O.)
                         Friends, Fans and Aficionados.  
                         Tonight promises to be an 
                         uncompromising evening of sustained 
                         delight.  For your intermission 
                         entertainment we feature the comedic 
                         derring-do of our only known all-
                         Canadian super Hero.  None other 
                         than Captain Superior.

               The crowd cheers lustily.  ROBBY strikes a heroes pose,  
               runs to the middle of the clay track, purposely slips and 
               falls in front of the grandstand.  He looks around to see 
               who's tripped him, attempts to get up and trips and falls 
               again.  The crowd roar appreciatively with laughter.  

               ROBBY displays a wonderful Chaplinesque clarity in his 
               clowning and the audience begins eating it up.  

               ROBBY attempts to clean his cape of mud, and winds up straight-
               jacketed in it. He mimes detecting a crisis unfolding and 
               shows the audience he will solve it by drinking a strength 
               potion.  He withdraws a huge vial from his costume and winds 
               up spilling it again and again.  The audience roars with 
               laughter, applauding.

               EXT. SERVICE STATION LOT - AFTERNOON                          98   

               The cafe is dark with a closed sign on the door. Tourists 
               are lined up at the gas pumps four cars deep. ED's all alone 
               frantically trying to keep up.

               A large car-hauler displaying the logo of the Death Defying 
               Hell Drivers, U.S.A. pulls into the lot. It's loaded with 
               brand-new sleek looking camaros. 

               The truck jumps to a halt in a hiss of air brakes in front 
               of the cafe.

               INT. CAB OF THE TRUCK - AFTERNOON                             99   

               SHERM, the driver, an ugly looking burly man, cracks his 
               knuckles at the steering wheel and stares wide-eyed and darkly 
               at the closed sign on the cafe. He is twitchy from the pills 
               hes been taking and breathes rapidly.

               His toady, REG, pops a bennie and washes it down with an 
               open can of beer. He offers a pill to SHERM.

                                     SHERM (TESTILY)
                         Do I look like I need to stay excited 
                         for another twelve-fucking-hours!? 
                         Where the fuck is this Haven-fucking- 
                         Speedway anyway? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        74.


                                     REG
                         Map says right here. Maybe we should 
                         ask the guy.

                                     SHERM
                         I'll ask the guy. Oh, I'll ask the 
                         guy.

               SHERM clenches his fists and eyes REG menacingly. He kicks 
               the cab door open and climbs down. REG follows.

               EXT. GAS PUMPS - AFTERNOON                                   100   

               A car with Pennsylvania plates and a  bumper sticker  reading 
               "Make love not war"  is next in line for gas.  The cars owner, 
               DADDY, keeps jerking his head toward a PROBLEM CHILD in the 
               back seat.  He leaps out as soon as he has stopped the car.

                                     ED
                         Yes sir.  Can I fill her up for you?

                                     DADDY (TO HIS CHILD)
                         --You want to shut up??  Just shut 
                         up!!  

               DADDY suddenly notices ED and smiles.

                                     HARRIED LOOKING MAN
                         Oh hi.  Yeah.  Fill her up.  Sure 
                         that'd be--

                                     PROBLEM CHILD
                         Daddeeee!  

               DADDY sticks his head in the window of the car and growls 
               savagely.

                                     DADDY
                         Just put a sock in it or daddy'll 
                         tape your mouth shut!

               ED begins to fill the car.  He's approached by SHERM and 
               REG. 

                                     SHERM (SURLY)
                         Y'all know a man named Wilson?  
                         Supposed to have a race-track around 
                         here.

               ED eyes the two men nervously. 

                                     ED
                         Quarter-mile, straight up the road.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        75.


                                     SHERM
                         Uh-huh. Now, how come the cafe's 
                         closed? I'd like to get something to 
                         eat.

                                     ED
                         Look, I'm sorry but--

                                     SHERM
                         --I'm sorry.  I'm sorry. Is that all 
                         you Canfucks ever say?  I'm Hungry!

               SHERM belligerently awaits an answer as the PROBLEM CHILD 
               sticks her head out the car window. 

                                     PROBLEM CHILD
                         I'm hungry too.

               DADDY turns on his child. 

                                     DADDY
                         Shut the fuck up!

               SHERM looks sharply over at DADDY. He takes in the "Make 
               Love Not War" bumper sticker on the car. 

                                     SHERM
                         What'd you say?

                                     REG
                         Man told you to shut the fuck up 
                         Sherm.  I heard him.

               DADDY eyes SHERM and REG with a pleading look.  

                                     SHERM
                         That a fact?  You were talkin' to me 
                         were you?  You prissy little 
                         Pennsylvania motherfucker?

               Ed jerks the hose out of DADDY'S car and slams the pump off. 

                                     ED (INTERJECTING)
                         That's it! We're closed. I'm now on 
                         holidays. 

               Sherm pulls out a 45 from his overalls and cocks it.

                                     ED (CONT'D)
                         Whoa!  Now, lets just--

                                     SHERM (TO DADDY)
                         How'd y'all like to feel some Alabama 
                         lead up yer draft-dodgin' Yankee 
                         ass?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        76.


                                     ED
                         Look, there's gasoline here. Im pretty 
                         sure this isn't a good idea...

               A car horn blows behind them. An IRATE TOURIST hollers at 
               them.

                                     IRATE TOURIST
                         Can I get some gas here?  Huh?  Is 
                         that too much to ask? 

               Sherm turns and fires on the IRATE TOURIST's car.  A plume 
               of hissing  blue smoke billows out from the rad.  Other cars 
               start honking, turning into a chorus.  ED begins talking to 
               himself.

                                     ED
                         No,no,--not a good day.  It really 
                         isn't.  Today is not-a-good-day.

               SHERM turns to ED.

                                     SHERM
                         Listen up, Canfuck.  That track better 
                         be where you said it is.

               INT. IRATE TOURIST'S CAR - AFTERNOON                         101   

               The Irate tourist fumes in the shelter of his car interior.   
               His wife cowers in the passenger seat. Cars continue honking.

                                     IRATE TOURIST
                         Damn!  Did you see that?! That 
                         sonnofabitch fired at me!

               He points to the glove compartment.

                                     IRATE TOURIST (CONT'D)
                         Open it up Margie.  Give it here!

                                     MARGIE
                         Are you out of yer mind?  Whuddayou 
                         think you're playin at Harlan.  That 
                         man's armed.  You cant--

               Harlan reaches across, punches the glove compartment open 
               grabbing a pistol. 

               EXT. GAS PUMPS - AFTERNOON

               ED talks himself in the midst of the melee.

                                     ED
                         Nope.  Not the best of days, really.  
                         I lose my job--my wife and kids hate 
                         me--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        77.


               DADDY tries frantically to get in his car but his child has 
               rolled up the window and locked the door.  

               He looks nervously over and now sees HARLAN, who's pointing 
               a pistol in his direction, locked in police firing pose, and 
               framed by the smoke of his hissing rad.  

               Frantically DADDY pounds on his car window pleading to be 
               let in.

                                     DADDY
                         Please Jenny honey, let me in...that 
                         man's got a gun.

                                     ED
                              (philosophically)
                         And here I am in the middle of the 
                         ok corral.  It kind of makes you 
                         wonder.

                 SHERM now eyes HARLAN.  HARLAN points the gun in their 
               direction but he's wincing and holding his face away from 
               the weapon, afraid it might actually go off. 

               Deciding HARLAN presents no danger, SHERM pockets his piece. 

                                     SHERM
                         Let's go Reg.

               SHERM and REG leg it back to the truck. DADDY continues to 
               pound on the window amid the honking horns.

                                     HARRIED LOOKING MAN
                         Jenny, sweetie please open up...I'll 
                         buy you an ice-cream!

               The Hell drivers semi leaves the lot in a cacophony of engine 
               noise, grinding gears, and black smoke.  

               HARLAN, exasperated at his own lack of courage, finally works 
               up the nerve to try and prevent their escape.  He pulls the 
               trigger, sending a bullet whining into the patched up air 
               pump which starts up the a now-familiar dinging.

                                     ED
                         Awwwwwwww shit!

               INT. CONCESSION BOOTH - EVENING                              102   

               ROBBY, still in costume refreshes himself with a soda between 
               acts. He spots CINDY hurrying to the office. He runs to catch 
               up and falls into step with her. He's visibly exhilarated 
               from  performing. 

                                     ROBBY
                         Well? Did you see me? Was that fucking 
                         wild or what? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        78.


               CINDY concentrates on maintaining her pace. 

                                     CINDY
                         Yeah. You're a funny guy. 

                                     ROBBY
                         What  is with you? All of a sudden 
                         I've got a disease or something?

               CINDY reaches the office, unlocks the door and barges in. 
               Robby hesitates in the doorway.

               INT. TICKET OFFICE - EVENING                                 103   

               CINDY reaches in her coat for a joint and sparks it. 

                                     CINDY
                         look either come in and shut the 
                         door or split.

               ROBBY comes into the office and closes the door behind him. 
               CINDY begins searching the booth, finds a strongbox and opens 
               it. She squats on the floor and starts counting out some 
               cash.

                                     ROBBY
                         holy shit. what's with you?

                                     CINDY
                         Vacations over. My old man is about 
                         to run the string out. And man, I 
                         have another gig to get to.

                                     ROBBY
                         You just got here.

               CINDY pockets some bills in her jacket pocket. She counts 
               out some more.

                                     CINDY
                         What did my old man promise you? 
                         Twenty? Twenty-five?

               She holds out some bills to ROBBY. He hesitates.

                                     CINDY (CONT'D)
                         Look, I'd grab it if I were you. Or 
                         you'll never see it.

                                     ROBBY
                         You're going to split. Just like 
                         that?!

                                     CINDY
                         Suit yourself.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        79.


               She throws the money back in the box, closes it and gets to 
               her feet. 

               She quickly kisses him, making a decision.

                                     CINDY (CONT'D)
                         Look,I got some friends waiting. 
                         We're on our way to New York.  I 
                         could see if there's room. But we 
                         have to leave now. C'mon.

               EXT.  CONCESSION BOOTH - EVENING                             104   

               CINDY hurries past him, bolting out of the booth. ROBBY moves 
               after her. WALTER can be heard over the P.A. in the 
               background.

                                     WALTER (V.O.)
                         And your winner once again is Nort 
                         Abrams. That bring us to intermission 
                         ladies and gentlemen--

               CINDY advances toward a flower-painted V.W. mini-bus packed 
               with hippies. ROBBY stops. 

                                     ROBBY
                         Shit! I can't do this. Your dad hired 
                         me. There's people waiting--

                                     CINDY
                         I'll send you a postcard from the 
                         farm.

               CINDY climbs into the bus.  She flashes him a peace sign as 
               the bus gets under way.

                                     ROBBY (YELLS AFTER HER)
                         You're going to a farm. You?!!

                                     CINDY (YELLING BACK)
                         Yasgar's farm. Ever heard of it? 
                         Woodstock? 

               INT. MOBILE HOME - EVENING                                   105   

               The fridge door opens, and ED takes out a beer.  

               He pops the top on it and takes a long hard drink.  He sits 
               at the kitchen table.  There are several empties on it. 

               He leans back in the kitchen chair and surveys his 
               surroundings.  The sink is full of dishes. The place is a 
               mess.

               He closes his eyes, drunkenly leans back in his chair and 
               begins to sing softly to himself.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        80.


               He tips his chair back a little too far and crashes backwards 
               to the floor.  He slowly picks himself up.

                                     ED
                         Forty hours.  Ha.  That's a good 
                         one.  Come away to the country Ellie 
                         my luv--mmmmmm---we'll open a little 
                         roadside cafe---and let all the 
                         nutbars start rolling through.

               There is the sound of a car arriving.

                                     ED (CONT'D)
                         An I'll build you a--- I'm gonna 
                         build it too, you watch--nice house--  
                         little garden--Shit!

               ED  hurls his beer at the door.  It smashes into the wall 
               just in front of ELLIE as she comes in. She manages to duck.

                                     ELLIE
                         Charming!

                                     ED
                         Where in the hell have you been?

                                     ELLIE
                         I've been watching your son perform 
                         at the new racetrack.  It's quite 
                         something.  And so was he.

               She takes out a cigarette and lights it.  She surveys ED 
               coolly for a beat.

                                     ELLIE (CONT'D)
                         He was good.  Natural.  Funny. Made 
                         me laugh, honey. The way you used 
                         to.

               ED tries to roust himself out of his fog.

                                     ED
                         Robby was funny? At the--where???

               ELLIE takes a newspaper ad taped to the fridge and places it 
               in front of him

                                     ELLIE
                         The paper boy is envious as hell. 

               ED studies the full page ad.  Robby's picture's there under 
               the caption "Introducing Captain Superior."  The ad touts a 
               12 hour extravaganza featuring a demolition derby and the 
               Death Defying Hell Drivers from the U.S.A.  

               ED's eyes blaze when he sees the ad for the Hell Drivers.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        81.


                                     ED
                         Jeezus. These guys,-This guy!--he 
                         was in today.  El, the guy's a nut-
                         case.  Robby shouldn't be--

                                     ELLIE
                         Well don't tell me! If you're that 
                         worried you know where he is. If you 
                         hurry you can catch his second act.  

               ELLIE starts for the bedroom.

               ED is shocked into sobriety and action.  He stares at the ad 
               for a moment longer then starts for the door, bolts out and 
               slams it.

                                     ELLIE (CONT'D)
                         Just what kind of nut case is this 
                         guy? 

               EXT. CLAY OVAL - EVENING                                     106   

               Preparations are under way for the demolition derby.  About 
               a dozen beaters head out onto the track and begin warming 
               up. JAMES and MITCHELL are busy in the pit area trying to 
               get "Redman's Revenge" started. JAMES is at the wheel. 
               MITCHELL hooks up some booster cables.

               ROBBY, still in uniform, watches anxiously from the flagstand.

               CHANCE pulls up quickly in the GTO. He leaps out and comes 
               up to ROBBY clapping him on the back. 

                                     CHANCE
                         You're dynamite kid. They love ya!

                                     ROBBY
                         Thanks! Man! It's more than I ever 
                         thought--

                                     CHANCE
                         The beginning. Just the beginning. 
                         Skip, you wanted to drive, well here's 
                         your chance. I need a pacecar driver. 
                         Pays fifty a week. Interested?

                                     ROBBY
                         Are you serious!!??

                                     CHANCE
                         Stick with me kid. Start by bringing 
                         on the Hell Drivers. Oh, shit--

               CHANCE has spied NORT, charging up toward him in a fury. 
               CHANCE holds up a hand and winks to ROBBY, indicating he'll 
               take care of this.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        82.


                                     NORT
                         Wilson, you owe me money!  And I 
                         don't want no more rubber cheques!

                                     CHANCE
                         Hey, let's not get excited. It's an 
                         honest mistake.

                                     NORT
                         Bullshit! And why am I off the roster 
                         for next week? What's this shit about 
                         cars from Millwaukee?

                                     CHANCE
                         Look, c'mon up to the office, bud, 
                         we can--

                                     NORT
                         We'll settle it here and now!  I 
                         invest three grand in a car, win 
                         races, and you pay me in rubber 
                         cheques. Now the Pit guy tells me my 
                         services are no longer required. 
                         What the fuck is with you?

               CHANCE smiles apologetically at ROBBY. ROBBY regards CHANCE 
               and NORT gravely

                                     CHANCE
                         Listen buddy, its not me. It's what 
                         the crowd wants. You got three 
                         thousand in your car. These guys 
                         from Millwaukee are spending twenty  
                         They're faster, plain and simple. 
                         Now look Nort, I'll cut you another 
                         cheque and--

                                     NORT
                         Fuck you!

               NORT storms off. CHANCE turns to ROBBY and chuckles.

                                     CHANCE
                         Ah, well, fuck him! We're going 
                         places! We're gonna be big!

               CHANCE proffers the keys to the GTO to ROBBY. 

               ROBBY looks longingly over at the convertible glinting under 
               the lights. He eyes the keys jingling from CHANCE's fingers.

                                     ROBBY
                         I don't think so.

               CHANCE studies ROBBY for a beat.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        83.


                                     CHANCE
                         It's what you wanted kid.

                                     ROBBY
                         Not this badly. I've got a show to 
                         get ready for.

               EXT. RACETRACK OVAL - EVENING                                107   

               Under blazing mercury vapor lights a menacing-looking, 
               battered black Ford, painted with lurid blood-covered sharks 
               teeth on its grill slams violently into the side of a equally 
               battered Chevy with the number fifteen crudely drawn on the 
               side.  

               The driver of the Chevy pounds his hands on the wheel in 
               frustration.  His frustration turns to panic as he sees the 
               Ford back up and prepare to come at him again.  

               He undoes his seat belt and bails out in the nick of time.  
               The Ford hits the Chevy again tipping it on its side.  

               The demolition derby is in full swing.  The oval is covered 
               in auto carnage with steaming rads, dented and broken bodies 
               and growling engines everywhere.  Through the P.A. WALTER'S 
               voice delivers the play by play.

                                     WALTER (V.O.)
                         Ouch!  That's gotta hurt!  And I 
                         don't think number fifteen's too......

               INT. ANNOUNCER'S BOOTH - EVENING

               WALTER in the booth pausing for a nip of scotch and grabbing 
               the microphone anew.

               EXT. RACETRACK OVAL - EVENING

                                     CARL (V.O.)
                         Hap---happy about that one!  So now---
                         Ladeeeez and Gennemen---its down to 
                         just two contenders.  Two valiant 
                         gladiators in this duel to the death---
                         this tussle of titans. Number twenty 
                         six, the black death, vs. Redman's 
                         Reveeeeeennnnge!

               Emerging in slow motion from the hissing vapor of the broken 
               bodies on the track comes a coughing, wheezing, lurching 
               Redman's revenge.  

               Wheels wobbling and banged almost beyond recognition it 
               resembles an out of tune accordion more than an automobile.  
               Still, miraculously, it moves under it's own power staggering 
               forward.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        84.


               INT. REDMAN'S REVENGE - EVENING

               JAMES looking stunned and anxious trying to see what's in 
               front of him as he creeps through the smoke.

               INT. BLACK DEATH CAR - EVENING

               Black Death Driver grinning and preparing for the kill.  His 
               body leans into it as he stomps on the accelerator.

               EXT. RACETRACK OVAL - EVENING

               The Ford roars into action and begins its headlong charge.  
               Picking up speed, it seems destined to obliterate whatever 
               it comes across.

               EXT. RACETRACK OVAL - EVENING

               JAMES' eyes going wide as he sees his assailant charge.

               EXT. PIT AREA - EVENING

               MITCHELL and ROBBY wincing and preparing for the crash.  
               Mitchell covers his eyes.

               EXT.RACETRACK OVAL - EVENING

               JAMES throws the car into reverse and Redman's revenge finds 
               new life.  It roars backward at a speed faster than it ever 
               attained going forward.  

               The chase is on and Black Death pursues Redman's revenge 
               around the entire clay oval.  The crowd roars with laughter.

               Suddenly on the corner, nearest the grandstand, Redman's 
               revenge stalls dead in its tracks.  

               Black Death slows for a moment, then accelerates for the 
               kill.  

               At the last second, JAMES is able to fire the car up and 
               launches into reverse once more.  

               With his target suddenly disappearing from the path of impact, 
               Black Death is unable to change course quickly enough, and 
               charges in a straight line right off the track and into a 
               muddy slew.  

               JAMES leaps out of the car straightaway and begins a war 
               dance.  He's soon joined by Mitchell and the crowd go wild.  
               WALTER's voice is slurred through the P.A.

                                     WALTER (V.O.)
                         Alas poor Yorick... And so good people 
                         I give you your pow, pow, pow-wow 
                         performer... Your Atlas of the 
                         apocalypse, Jamesssss--uh--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        85.


               INT. ANNOUNCER'S BOOTH - EVENING

               WALTER, looking over his sheets with the bottle half empty 
               at his side.

               EXT. RACETRACK OVAL - EVENING

               ROBBY is donning his Captain Superior costume as WALTER drones 
               on.  

                                     WALTER (V.O.) (CONT'D)
                         Uh I don't see a last name here--
                         anyway, um--well, Now ladeeez and 
                         gennemen, coming up in a moment is 
                         the moment you've all been waiting 
                         for.  The Death Defying Demons of 
                         Chance... All the way from the U.S. 
                         of A...

               EXT. CONCESSION STAND - EVENING                              108   

               ED hurriedly purchases a ticket and pushes through a throng 
               of people toward the bleachers.

                                     WALTER (V.O.)
                         --Those daredevils of doom, The 
                         Helldrivers.They'll be with us 
                         momentarily.  But first ...a true 
                         comedic talent making his debut here 
                         at Haven Speedway.  Our very own 
                         Captain Superiorrrrrrrr--

               EXT. RACETRACK PIT AREA - EVENING                            109   

               The Hell Drivers are setting up for their show.  They are 
               all clad in sequins and rhinestone,  resembling circus 
               performers more than race-car drivers.  

               The sleek camaros are all unloaded, revved up, and raring to 
               go.  The air is blue with exhaust and the noise is deafening.  

               Ramps and hoops are being pulled onto the middle of the track 
               where the event will take place.  SHERM is supervising when 
               an anxious REG approaches.

                                     REG
                         We got trouble, boss.

               SHERM is surveying the crowd on the bleachers and the sorry 
               state of the track with its smoking auto hulks strewn 
               everywhere.  His eyes fix on ROBBY, clowning it up in front 
               of the grandstand.  He shakes his head in disgust.

                                     SHERM
                         Whut kinda bullshit backwater we got 
                         ourselves into here Reg?
                                     (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        86.


                                     SHERM (CONT'D)
                         These people up here are nothing but 
                         yokels.  How'd people this small 
                         ever git hold of a country s'big?  
                         Lookit them.

               EXT. RACETRACK OVAL - EVENING

               Captain Superior shows his arm muscles to the crowd.  The 
               impressive looking lumps slip from the top of his arms to 
               underneath.  The crowd roar with laughter.

                                     SHERM (CONT'D)
                         No wonder they're always apologizing.  
                         Well lets get it done so we can saddle 
                         up and get the fuck outta here.

                                     REG
                              (nervously)
                         It's about the money Sherm.  I been 
                         on the phone with Rita now. The check 
                         bounced. 

                                     SHERM
                         Reg, your breath'd knock a buzzard 
                         off a shit wagon.  No offence boy, 
                         but you--What did you say?

               REG shakes his head. SHERM tries valiantly to contain himself 
               but he's about to blow.

                                     SHERM (CONT'D)
                         That no good pissant just rained on 
                         my parade.  He rained on my fuckin 
                         parade!  Where is he?  Where in the 
                         fuck is he???!!!!

                                     REG
                         Well for my money I'd say he was--

                                     SHERM
                         Shut the fuck up!  Just shut the 
                         fuck up!!  Now where is he?

               REG doesn't quite know how to deal with this one.  He opens 
               his mouth but doesn't dare speak.  Sherm doesn't wait for an 
               answer. He draws the 45 in mid-stride cocks it, and starts 
               waving his crew in.  

               REG is in lock step as Sherm reaches DELL, one of the lead 
               drivers.

                                     SHERM (CONT'D)
                         Dell, Tell Rudy to pack it up.  I 
                         want to roll in ten minutes.

               DELL and REG scramble to keep pace with SHERM's huge strides.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        87.


                                     DELL
                         OK, but--

                                     SHERM
                         Do it!  Then get your ass up to the 
                         gate and make sure you get whatever  
                         cash they have on hand. Reg you're 
                         with me.  Stay close and don't breathe 
                         on me.

               SHERM makes his way out of the pit gate and starts heading 
               toward the concessions. 

               EXT. BLEACHERS - NIGHT                                       110   

               Ed watches ROBBY clowning and stands entranced at the 
               spectacle.  He's laughing in spite of himself.  His sense of 
               urgency can be seen melting away.

               EXT. CLAY OVAL - NIGHT

               ROBBY, for his finale, has hooked himself to a cherry picker 
               MITHCELL has piloted onto the track 

               MITCHELL works the controls and hoists Robby into the air.  
               ROBBY's flying!  The crowd roar appreciatively.

               High in the air, ROBBY soars to and fro eyeing the crowd. He 
               spots his father looking up at him and grinning.

                                     ROBBY
                         Ohhhhhhhhh shit! 

               INT. CONCESSION STAND - NIGHT                                111   

               An employee hoists a basket of French fries out of bubbling 
               hot grease and onto a draining rack. Another dispenses pop 
               to a few customers lined up outside.  

               SHERM bursts in a side door, sending a candy bar rack flying.  
               REG follows him in.

                                     SHERM
                         Ok, where in the fuck is he?  Well 
                         now--- is he behind here?

               SHERM throws over a cotton candy machine.  The employees 
               cower against the wall.  

               REG knocks the prop out that holds up the sales window cover.  
               Plywood bangs down, shutting out the customers, plunging the 
               booth into semi-darkness.

                                     SHERM (CONT'D)
                         Perhaps our Mr. Wilson's under here.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        88.


               He gives a violent kick to the French fry machine.  It tips 
               over and flaming hot grease spills out on the floor heading 
               for the employees.  Flames start licking up one wall.

                                     SHERM (CONT'D)
                         Well damn, Reg. He ain't here.  
                         Whaddya say we try the one on the 
                         other side?

               The two make their way out of the booth, framed in a flaming 
               background. 

               EXT. BESIDE BLEACHERS - MOMENTS LATER                        112   

               ED watches in rapt attention as ROBBY is gently placed on 
               the ground and takes his bows.

                                     WALTER (V.O.)
                         Ladies and Gentlemen how about a big 
                         hand for Captain Superior!

               The crowd applauds wildly and ED takes in the crowds fervor.  
               He claps his hands together; tentatively at first and then 
               with all the pent up energy he can muster.  

               CHANCE walks up behind him.

                                     CHANCE
                         He's good, isn't he?

               ED wheels around startled.

                                     ED
                         Yes he is.

                                     CHANCE
                         It's his last night.

                                     ED
                         Look, I didn't come here to-his last 
                         night? What do you mean?

                                     CHANCE
                         Nothing to do with you. It's his 
                         decision. I guess he doesn't like 
                         the way I do business. Go figure. A 
                         great guy like me. 

               A hand clamps on CHANCE's shoulder spinning him around.  
               CHANCE comes face to face with SHERM.  REG smirks in the 
               background.

                                     SHERM
                         Oh yeah. You're a real fucking ace. 
                         Where's my money asshole?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        89.


                                     ED
                         Fine.  Well I see you gentlemen have 
                         business to discuss.  I've just come 
                         for my son, so if you'll excuse me--

               REG lashes out kicking ED square in the groin.  ED doubles 
               over in pain.  SHERM gives an exasperated sigh.

                                     SHERM
                         Reg you really are a total idiot.  
                         We got no argument with Canfuck here.  
                         Try and stay focused will ya.

               SHERM slugs CHANCE hard in the stomach.  CHANCE buckles to 
               his knees.  SHERM is about to continue the beating but 
               suddenly is distracted again by a growing rukus. He hears a 
               WOMAN scream.

               SHERM looks up to see spreading panic and vacating bleachers.  
               The concession booth is totally engulfed now and the flames 
               are spreading, reaching high into the sky.

                                     SHERM (CONT'D)
                         Guess its time ta go.  Reg get Dell, 
                         tell him we're moving.  I'll meet 
                         you at the gate.  G'on!

               REG runs off into the night.  A growing number of panicking  
               fans start running by, en route to the parking lot.  One 
               bumps into SHERM, spinning him around.

               CHANCE has recovered sufficiently to charge SHERM from behind 
               leaping on to the burly man's back and digging fingers into 
               his eyes.

                                     SHERM (CONT'D)
                         Agghhhhh my fucking eyes!

               SHERM blindly turns like merry-go-round and gropes for the 
               gun tucked in his pants.  He succeeds in getting it out only 
               to have ED plant a well placed kick to SHERM's groin sending 
               the gun flying.  

               SHERM buckles over in such a fury that he hurls CHANCE off 
               his back and headlong into ED, knocking them both over.  The 
               fight is on.  SHERM recovers and charges both men like an 
               enraged bull. They part quickly and SHERM hits empty ground 
               wheezing.

               EXT. BLEACHERS - NIGHT                                       113   

               Fans are fleeing in all directions.  Pandemonium reigns.  
               The fire has spread to other buildings and propane tanks can 
               be seen exploding.  

               Over it all, WALTER can be heard droning drunkenly on the 
               P.A.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        90.


                                     WALTER
                         Ladies and gennemen--There have been 
                         reports of a small grease fire at 
                         one of the con--concessions.  Please 
                         stay in your seats and remain calm.  
                         There is no immediate danger.  I 
                         repeat, there is no immediate--

               INT. ANNOUNCER'S BOOTH - NIGHT

               WALTER finishing up the scotch turns to notice his door is 
               smoldering.

                                     WALTER (CONT'D)
                         Oh dear! 

               Stirred into action he grabs the fire extinguisher and kicks 
               open the door.  

               He stumbles clear, turns back to the burning door and triggers 
               the extinguisher.  He has it pointed in the wrong direction 
               and covers himself completely in white foam.

                                     WALTER (CONT'D)
                         It's enough to make a mother bite 
                         her baby.

               EXT. RACETRACK OVAL -- MOMENTS LATER                         114   

               ROBBY sits atop the roof of Redman's Revenge between JAMES 
               and MITCHELL.  

               Silent and stunned, the trio watch the scene unfold. Flames 
               begin to engulf the now empty bleachers.  ROBBY is the first 
               to find his voice.

                                     ROBBY
                         I could have gone to Woodstock with 
                         Cindy. I coulda had my own 
                         convertible, but nooooo.

               A beat. 

                                     ROBBY (CONT'D)
                         Shouldn't we be getting water or 
                         something?

                                     MITCHELL
                         I dunno.  Hauling water up here was 
                         what got you into this in the first 
                         place.

                                     JAMES
                         It's funny though, hey?  All that 
                         water and now that its really needed 
                         there's none.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        91.


                                     MITCHELL
                         That was a lot of water. Coulda put 
                         this fire out five times with that 
                         much water.

               JAMES shrugs.  There is another brief silence as they watch 
               the flames. ROBBY'S  eyes travel over the wreckage of "Red 
               Man's revenge".  On the side is a sign that reads "sponsored 
               by Ed Hewson's place." Another reads "Red Flory slept here."

                                     ROBBY
                         Listen you guys, I want to say thanks 
                         for all your help and everything--
                         but It's time for me to go home now.

                                     MITCHELL
                         Hey?

                                     ROBBY
                         Well, you helped me do something 
                         great, and I won't forget it.  But-- 

               ROBBY jumps down from the wreck and takes a long look around 
               him.  

               The flames are beginning to die down and almost everything 
               on the track looks consumed; eaten. All the mercury  vapor 
               lights have blown out except one. Robby begins walking toward 
               it. 

                                     ROBBY (CONT'D)
                         I'm going home.  I'll--see you guys 
                         around.  Oh hey, congratulations on 
                         your big win.

               As he gets farther away, MITCHELL and JAMES have to yell out 
               to him to be heard.

                                     MITCHELL
                         Hey superman don't forget to fly 
                         once in a while huh?

                                     JAMES
                         Hey look Mitchell.  He turned himself 
                         inside out and he don't even look 
                         any different.

               ROBBY pauses at this last remark, smiles and starts walking 
               again toward the light. 

                                      END OF ACT TWO
 
-----------------------------------------------------------------------------------------------------
                                                                        92.


                                        ACT THREE

               INT. CAFE - LATER                                            115   

               ED sits alone in the closed cafe in a corner booth with an 
               open bottle of scotch in front of him.  The cafe is dark 
               except for a single light in the kitchen and the reflected 
               light from the tableside jukeboxes.

                                     MITCHELL (V.O.)
                         Autumn provides the opportunity to 
                         reap what has been sown. Nature shows 
                         herself in the brightest colors.

               ED sips his drink slowly and we see that he didn't come 
               through the fight without some mementos.  He has a huge shiner 
               developing and dabs at a cut on his cheek with a napkin.

                                     MITCHELL (CONT'D)
                         The young geese try out their strong 
                         new wings. They are ready to fly 
                         now. 

               ROBBY enters tentatively, peering through the gloom.

               ED gets up gingerly and brings over another glass.  He pours 
               a scotch for ROBBY and sits down again.  ROBBY comes closer 
               and sees ED's face.

                                     ROBBY
                         You ok?

                                     ED
                         Never better.  C'mon.  Sit and have 
                         a drink with your father.  I think 
                         you earned it. We both did.

                                     MITCHELL (V.O.)
                         Autumn is a time for thanksgiving. 

               ROBBY is suspicious but sits down in front of the drink.  ED 
               raises his glass in a toast.

               ED motions for ROBBY to pick up his glass.  ROBBY does, 
               reluctantly.  ED clinks glasses with him.

                                     ED
                         Here's to your health and talent 
                         son.  You've made your old man proud.

               ROBBY hesitates, then takes a small sip of the scotch. He 
               grimaces mightily.  ED smiles, gets up and crosses behind 
               the counter to the pop cooler.

                                     ED (CONT'D)
                         What can I get you?  We got pop, or 
                         there's a couple of cans of beer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        93.


                                     ROBBY (HOPEFULLY)
                         A beer would be good.

               ED chuckles, takes out a can of beer from the cooler and 
               pops the top.

                                     ED
                         I saw your--performance tonight.

               ED grabs a glass down and starts to pour Robby's beer. 

                                     ED (CONT'D)
                         You were good.  

               ED overfills the glass and it foams over.  He tries to grab 
               a tea towel to catch the spillover and upsets the cutlery 
               holder.  

               It falls to the floor with a crash and cutlery scatters 
               everywhere.  He crosses to ROBBY stepping around the spilled 
               knives and forks.

                                     ROBBY
                         You were up at the track?

               ED sits down.  He pours himself a scotch and begins nervously 
               rubbing his forehead.  He hits his sore eye.

                                     ED
                         Owwwwww......!

                                     ROBBY
                         How did you get those cuts on your 
                         face?

               ED takes a hasty drink of scotch and gets up from the booth.  
               He starts to pace without realizing it.

                                     ED
                         I thought maybe if you were to-- if 
                         you were to come back home, I think 
                         we could get along better, I mean 
                         have a--better relationship you know--

               ED bends under the saloon door leading to the kitchen to 
               pick up the spilled cutlery.  He attempts to rise and hits 
               his head on the door.

               ROBBY goes over and helps him to his feet.

                                     ROBBY
                         Dad, I'm sorry. 

                                     ED
                         Never apologise. Never Explain.  You 
                         don't want to do that.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        94.


                                     ROBBY
                         Dad I want to come home.  I was gonna 
                         ask- 

                                     ED
                         -- good then.  It's your mother you 
                         know.  She worries.

               ED takes ROBBY into his arms and hugs him.  ROBBY crushes 
               his bruised ribs and ED emits a hoarse groan. 

               INT. BUILDING SUPPLY STORE - MORNING                         116   

               INSERT TITLE; "Two month's later" 

               ROBBY and ED are at the counter, purchasing building material 
               for the new house.  As the clerk adds up their purchases  
               ROBBY notices CHANCE out of the corner of his eye and quickly 
               looks away.  CHANCE approaches. He has filled a cart with a 
               curious assortment of items. 

                                     CHANCE
                           Long time no see.  What a day out 
                         there, huh?  You gotta love it! 

               ED glances at CHANCE briefly, nods and turns back to the 
               counter.  ROBBY does the same.

                                     ED
                         My son and I have the forms in 
                         already.  You'll have the concrete 
                         there by noon?

               The clerk nods, tears off a receipt and hands it to ED.  

               The clerk turns to CHANCE.  CHANCE shrugs.

                                     CHANCE
                         Howya doin there guy!  I've need 
                         twenty dozen tent pegs, three balls 
                         of string and a sledge.  I gotta 
                         have twenty-two eight foot lengths 
                         of sewer pipe.  You got that haven't 
                         ya?  Course ya do.

               The clerk begins processing CHANCE's order.  ED and ROBBY 
               turn to leave.  CHANCE begins to whistle.  ED's curiosity 
               gets the best of him and he nudges ROBBY.

                                     ED
                              (quietly)
                         Meet me in the car.

               ROBBY reluctantly leaves.  ED approaches CHANCE.  CHANCE 
               continues whistling.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        95.


                                     ED (CONT'D)
                         What in the hell are you gonna do 
                         with sewer pipes?  You haven't  got 
                         any water.

                                     CHANCE (TO ED)
                         Eddie, Eddie.  I got big plans Eddie.  
                         You don't think I'm gonna let a little 
                         setback--

                                     ED
                         Little setback! Your entire business 
                         is destroyed--half the locals around 
                         here wanna have you lynched. There 
                         were guys after you, with guns!  Not 
                         to mention You owe money all over 
                         town--

                                     CHANCE
                         You're on the ball Eddie.  You're a 
                         business man.  You know what's 
                         happening.  Thank God I owe the money 
                         huh?   The first step in bein a 
                         millionaire isn't having a million 
                         dollars.  It's owing a million!  
                         Hey, I'm almost there!

                                     ED
                         I guess with that kind of thinking 
                         you're gonna need all the sewer pipe 
                         you can get.

               ED turns and walks out of the store as CHANCE digests this 
               last remark.

               EXT. HILLTOP - LATER                                         117   

               We descend on the hilltop from above.  The surrounding 
               countryside is ablaze with Autumn.  The hilltop itself hums 
               with activity.  

               A cement truck finishes pouring the concrete foundation for 
               the new house.  

               The driver of a lumber truck unloads building material, and 
               ED and ROBBY check to ensure the forms are solid.  

               Over to one side, RED is making sandwiches on a picnic table 
               laden for a proper feast.  ELLIE uncorks a bottle of wine.  

                                     ELLIE
                         Red, Will you sit down!  You're 
                         supposed to be resting!

                                     RED
                         Cahrrissst!  I'm tired of resting!   
                         Are them guys gonna eat or what?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                        96.


               ELLIE hands a can of tuna to RED. She sticks her finger into  
               the salad for a taste of what RED is whipping up.  He slaps 
               her hand away. 

                                     ELLIE
                         They'll be along.  It hasn't been 
                         the same without you.

                                     RED
                         --You're not kiddin.  
                         Chrisss...Nuthins where it should 
                         be. I gotta bake for a week just to 
                         catch up. I can't even find the 
                         goddamn pie pans. You tell your 
                         husband to stay the hell out of my 
                         kitchen.

               ELLIE looks around happily drinking in the autumn sunshine. 

                                     ELLIE
                         It's a nice spot though don't you 
                         think?

               RED takes a minute to look up and around at the view.

                                     RED
                         Well sure.  Yeah. You guys should've 
                         been building this two years ago.

               ED and ROBBY approach the picnic table.  JODY comes running 
               up from a different direction, soaking wet and filthy.

                                     ROBBY
                         I'm starved. 

               JODY attempts to sneak one but RED spots him and JODY gets a 
               smack on the back of the head. 

                                     RED
                         You wait until we're all sitting.  
                         Chrisss....

               They all arrange themselves at the table.  ED pours the wine 
               pouring just a little in ELLIE's glass, teasing her.