"SOME LIKE IT HOT"

Screenplay by
Billy Wilder
and
I.A.L. Diamond

Directed by
Billy Wilder

Ashton Productions November 12, 1958
1041 N. Formosa
Hollywood, California

SOME LIKE IT HOT

FADE IN:

1. CITY AT NIGHT. 1.

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

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

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

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

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

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

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

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

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

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

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

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

CHICAGO, 1929

DISSOLVE TO:

2. EXT. INTERSECTION OF STREETS - NIGHT. 2.

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

MOZARELLA'S FUNERAL PARLOR
24 Hour Service

In the window, a sample coffin is on display.

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

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

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

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

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

TOOTHPICK CHARLIE
Yes, sir.

MULLIGAN
And who runs it?

TOOTHPICK CHARLIE
I already told you.

MULLIGAN
Refresh my memory.

TOOTHPICK CHARLIE
(uneasily)
Spats Colombo.

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

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

MULLIGAN
Thanks, Charlie.

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

MULLIGAN
Okay, Charlie.

The police captain joins Mulligan.

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

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

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

MULLIGAN
Goodbye, Charlie.

Charlie scoots up the dark street, disappears.

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

CAPTAIN
You bet!

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

3. INT. MOZARELLA'S FUNERAL PARLOR - NIGHT. 3.

It looks legitimate enough - with potted palms, urns and
funeral statuary. A harmless gray-haired man is playing
the organ with appropriate feeling. Daintily arranging a
funeral spray is the proprietor himself, MR. MOZARELLA.
His heavyweight build, bashed-in nose and cauliflower ears
don't quite jibe with his mourning coat, striped pants, ascot
and carnation. Dusting one of the marble angels is another
funeral director, in the same somber uniform.

Mulligan enters.

MOZARELLA
(with grave sympathy)
Good evening, sir.

MULLIGAN
I come to the old lady's funeral.

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

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

MOZARELLA
PLEASE!

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

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

FUNERAL DIRECTOR
This way, sir.

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

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

4. INT. SPEAKEASY - NIGHT. 4.

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

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

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

WAITER
What'll it be, sir?

MULLIGAN
Booze.

WAITER
Sorry, sir, we only serve coffee.

MULLIGAN
Coffee?

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

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

As the waiter starts away, Mulligan stops him.

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

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

He winks, goes off. Mulligan scans the room.

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

Spats Colombo's immaculate spats are no longer
immaculate. There is a whiskey stain on one of them.
Colombo throws his henchmen a sharp look. They grab the
offending drunk, hustle him toward the exit.

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

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

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

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

WAITER
Who's going to raid a funeral?

MULLIGAN
Some people got no respect for the dead.

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

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

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

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

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

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

JOE
Yeah. Why?

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

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

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

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

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

JERRY
You're right, Joe.

JOE
Of course I am.

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

JOE
No we're not.

JERRY
We're not?

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

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

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

JERRY
What are you giving me with the rabbit?

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

JERRY
But suppose he loses?

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

JERRY
But suppose it doesn't?

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

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

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

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

JOE
Suppose Mary Pickford divorces
Douglas Fairbanks?

JERRY
(nudging him)
Hey, Joe!

JOE
(paying no attention)
Suppose Lake Michigan overflows?

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

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

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

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

He glances toward -

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

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

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

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

Policemen come streaming through the splintered doors.
Carried in on the tide is the Drunk who was just tossed out,
reeling unsteadily, and waving his empty coffee cup aloft.

DRUNK
I want another cup of coffee.

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

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

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

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

SPATS
Go where?

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

SPATS
I never join nothin'.

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

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

MULLIGAN
Embalming people with coffee -
eighty-six proof.

SPATS
Me? I'm just a customer here.

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

SPATS
Mozarella? Never heard of him.

MULLIGAN
We got different information.

SPATS
From who? Toothpick Charlie, maybe?

MULLIGAN
Toothpick Charlie? Never heard of him.

He picks up Spats' glass, sniffs it suspiciously.

SECOND HENCHMAN
Buttermilk!

MULLIGAN
All right - on your feet.

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

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

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

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

5. EXT. FUNERAL PARLOR - NIGHT. 5.

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

DRUNK
I want another cup of coffee.

He staggers into the alley, toward the side entrance of the
speakeasy, CAMERA MOVING with him. Through the
smashed-up side door, policemen are ushering more
customers, waiters, musicians and the dancing girls.
CAMERA MOVES UP TOWARD a fire escape on the second
floor. Joe and Jerry, carrying their instruments and
overcoats, have just climbed through a window onto the fire
escape, and are inspecting the scene below. The shot-up
hearse is parked directly beneath them. stealthily they
climb down the ladder, drop to the roof of the hearse. Then
they scramble over the radiator, steal down the alley away
from the street. They stop in the shadows to put on their
coats.

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

JOE
Quiet - I'm thinking.

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

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

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

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

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

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

DISSOLVE TO:

6. EXT. CHICAGO STREET - DAY. 6.

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

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

JOE
I thought you weren't talking to me.

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

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

DISSOLVE TO:

7. INT. CORRIDOR OF MUSIC BUILDING - DAY. 7.

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

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

JOE
Anything today?

FIRST SECRETARY
Nothing.

JOE
Thank you.

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

JOE
Anything today?

SECOND SECRETARY
Nothing.

JOE
Thank you.

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

JOE
Anything today?

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

JOE
Thank you.

He shuts the door quickly, starts to move on.

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

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

8. INT. POLIAKOFF'S OUTER OFFICE - DAY. 8.

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

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

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

JERRY
Yeah - where were you?

JOE
With you.

JERRY
With me?

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

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

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

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

JOE
- Type O.

NELLIE
Oh?

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

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

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

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

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

OTHER SECRETARY
(going along)
Right.

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

JOE
What's the job?

NELLIE
It's three weeks in Florida -

JERRY
Florida?

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

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

They start toward the door of the inner office.

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

That stops them.

9. INT. POLIAKOFF'S INNER OFFICE - DAY. 9.

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

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

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

SUE
Tell her to move over.

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

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

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

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

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

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

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

SUE
Black Bottom Bessie?

POLIAKOFF
Schpielt zich mit der Philharmonic.

BIENSTOCK
How about Rosemary Schultz?

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

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

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

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

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

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

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

JOE
Hey, Sig - can we talk to you?

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

JERRY
It's about the Florida job.

POLIAKOFF
The Florida job?

JOE
Nellie told us about it.

JERRY
We're not too late, are we?

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

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

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

JERRY
What's wrong with us?

POLIAKOFF
You're the wrong shape. Goodbye.

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

POLIAKOFF
It's not the backs that worry me.

JOE
What kind of band is this, anyway?

POLIAKOFF
You got to be under twenty-five -

JERRY
We could pass for that.

POLIAKOFF
- you got to be blonde -

JERRY
We could dye our hair.

POLIAKOFF
- and you got to be girls.

JERRY
We could -

JOE
No, we couldn't!

POLIAKOFF
(into phone)
William Morris!

JERRY
You mean it's a girls' band?

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

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

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

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

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

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

JOE
You've flipped your wig!

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

JOE
Josephine and Geraldine!
(disgustedly)
Come on!

He drags Jerry toward the door.

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

JOE
We'll take it!

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

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

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

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

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

JOE
Come on, Geraldine!

He pulls him into the outer office.

10. INT. POLIAKOFF'S OUTER OFFICE - DAY. 10.

Joe leads Jerry out.

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

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

NELLIE
brightly)
How did it go, girls?

JERRY
We ought to wring your neck.

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

NELLIE
(suspiciously)
Why?

JOE
Because I got some plans -

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

JOE
And you'll be in all evening?

NELLIE
(melted by now)
Yes, Joe.

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

NELLIE
My car? Why, you -

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

JERRY
Isn't he a bit of terrific?

DISSOLVE TO:

11. EXT. CLARK STREET - DAY. 11.

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

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

JOE
Knock it off, will you?

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

12. INT. CHARLIE'S GARAGE - DAY. 12.

There are rows of parked cars, a lube rack and a gas pump.
Against the wall under a naked electric light bulb hanging
from a cord, five men are playing stud poker.

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

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

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

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

JERRY
(stops; puzzled)
Drop what?

JOE
We came to pick up a car.

TOOTHPICK CHARLIE
Oh, yeah?

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

JOE
Nellie Weinmeyer's car.

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

TOOTHPICK CHARLIE
Wise guys!

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

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

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

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

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

MECHANIC
Need some gas?

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

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

MECHANIC
Put it on Miss Weinmeyer's bill?

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

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

A black Dusenberg bursts the chain hanging across the
street entrance, skids into the garage, takes to a screeching
stop some ten feet from the card players. Toothpick
Charlie and his cronies leap up and reach for their guns.
Too late. Four men have scrambled out of the car, two
armed with submachine guns, the other two with sawed-off
shotguns. We recognize them as Spats Colombo's
henchmen.

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

The frightened poker players start to obey.

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

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

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

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

SECOND HENCHMAN
(continues)
Okay, boss.

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

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

JERRY
(whispering)
It's Spats Colombo -

Joe clamps his hand over Jerry's mouth.

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

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

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

SPATS
Just dropped in to pay my respects.

TOOTHPICK CHARLIE
You don't owe me no nothing.

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

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

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

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

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

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

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

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

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

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

JERRY
I think I'm going to be sick.

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

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

SPATS
All right - come on out of there.

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

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

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

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

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

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

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

JOE
To Urbana. It's a hundred miles.

SPATS
You ain't going nowhere.

JERRY
(quavering)
We're not?

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

During this, one of the bodies huddled grotesquely against
the foot of the wall begins to stir. It is Toothpick Charlie.
He is covered with blood, but there is still a spark of life in
him, and his toothpick is still clutched between his teeth.
Painfully, he starts to worm his way across the floor toward
a phone on a wooden shelf.

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

SPATS
I don't like no witnesses.

JOE
We won't breathe a word.

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

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

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

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

Toothpick Charlie crumbles in a heap. He is quite dead.
Spats' be-spatted foot comes into SHOT, disdainfully kicks
the toothpick out of Charlie's mouth.

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

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

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

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

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

13. EXT. ALLEY - DAY. 13.

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

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

JOE
They got the bull-fiddle.

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

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

They start running even faster.

JERRY
Where are we running, Joe?

JOE
As far away as possible.

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

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

14. INT. CIGAR STORE - DAY. 14.

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

JOE
Got a nickel?

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

JERRY
You going to call the police?

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

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

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

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

JOE
Shave our legs, stupid.

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

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

Now Jerry gets it.

DISSOLVE TO:

15. EXT. CHICAGO RAILROAD PLATFORM - NIGHT. 15.

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

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

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

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

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

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

As they proceed along the platform, a gust of wind sends
their skirts billowing. Jerry stops again and pulls his skirt
down.
JERRY
And it's so drafty. They must be catching
colds all the time.

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

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

JOE
With those legs? Are you crazy?

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

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

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

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

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

JOE
What are you afraid of? Nobody's asking you
to have a baby. This is just to get out of town.
The minute we hit Florida, we'll blow this set-up.

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

A newsboy approaches along the platform, peddling his papers.

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

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

JOE
Attagirl, Geraldine.

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

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

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

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

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

JOE
Well, here we are.

SUE
You two from the Poliakoff Agency?

JOE
Yes, we're the new girls.

JERRY
Brand new.

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

JOE
My name is Josephine.

JERRY
And I'm Daphne.

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

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

JOE
Likewise, I'm sure.

SUE
Where did you girls play before?

JERRY
Oh - here and there - and around.

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

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

BIENSTOCK
You're in Berths 7 and 7A.

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

BIENSTOCK
You're welcome.

JERRY
It's entirely mutual.

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

BIENSTOCK
Upsy-daisy.

JERRY
(coyly)
Fresh!

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

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

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

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

16. INT. PULLMAN CAR - NIGHT. 16.

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

JOE
(an angry whisper)
DAPHNE?

JERRY
I never did like the name Geraldine.

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

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

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

JOE
I'm Josephine. Sax.

There is a slew of general hellos.

MARY LOU
Welcome to No Man's Land.

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

ROSELLA
Take your corsets off and spread out.

JERRY
Oh, I never wear one.

OLGA
Don't you bulge?

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

JOE
Come on, Daphne.

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

JERRY
No --- how does it go?

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

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

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

JOE
Watch it, Daphne!

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

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

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

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

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

JOE
Done what?

JERRY
Tore off one of my chests.

JOE
You'd better go fix it.

JERRY
You better come help me.

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

JOE
This way, Daphne.

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

Joe opens the curtain, propels him inside.

17. INT. WOMEN'S LOUNGE. 17.

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

SUGAR
OH!

JERRY
(arms folded across chest)
Terribly sorry.

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

JOE
Tell what?

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

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

SUGAR
I'm Sugar Cane.

JOE
I changed it. It used to be Sugar Kowalczyk.

JERRY
Polish?

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

JOE
Where did he conduct?

SUGAR
On the Baltimore and Ohio.

JOE
Oh.

SUGAR
I play the ukulele. And I sing too.

JERRY
(to Jerry)
She sings, too.

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

JOE
Running away? From what?

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

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

JERRY
We'll take a rain check.

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

JOE
We understand.

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

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

SUGAR
Are my seams straight?

JERRY
(examining her legs)
I'll say.

SUGAR
See you around, girls.

She waves and exits into the Pullman car.

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

JOE
Down, Daphne!

JERRY
How about the shape of that liquor cabinet?

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

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

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

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

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

DISSOLVE:

18. EXT. LOCOMOTIVE WHEELS - NIGHT. 18.

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

19. INT. PULLMAN CAR - NIGHT. 19.

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

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

JOE
No - funerals.

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

JERRY
We'll try.

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

SUE
How did those holes get there?

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

JOE
(quickly)
We got it second-hand.

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

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

Now it is time for Sugar's solo. She steps forward with the
ukulele, and starts to sing a hot chorus of RUNNING WILD.
Holding on to the bull-fiddle, Jerry leans forward to get a
better view of Sugar's backfield in motion.

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

SUE
BIENSTOCK!

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

BIENSTOCK
Yes, Sue? What is it?

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

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

SUGAR
Please, Mr. Bienstock -

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

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

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

BIENSTOCK
(automatically)

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

JERRY
Uh-huh. Just a little bourbon.

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

BIENSTOCK
Give me that!

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

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

JERRY
Yes. For a whole year.

SUE
I thought you said three years.

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

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

JERRY
(a blinking angel)
Men?

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

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

BIENSTOCK
(drawing himself up)
I beg your pardon.

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

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

DISSOLVE:

20. EXT. LOCOMOTIVE WHEELS - NIGHT. 20.

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

21. INT. PULLMAN CAR - NIGHT. 21.

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

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

EMILY
(climbing into an upper)
Toodle-oo.

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

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

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

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

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

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

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

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

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

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

JERRY
What are you doing?

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

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

JOE
Fight it.

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

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

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

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

BIENSTOCK
Funny? In what way?

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

She swallows the pill, washes it down with water.

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

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

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

JOE
Good night, Daphne.

JERRY
(wretchedly)
Good night, Josephine.

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

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

22. EXT. LOCOMOTIVE WHEELS - NIGHT. 22.

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

DISSOLVE:

23. INT. PULLMAN CAR - NIGHT. 23.

There are just a few dim lights illuminating the aisle.
Everybody seems to be asleep, all is quiet - except for
Bienstock's steady snoring in Lower 2.

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

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

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

SUGAR
(a whisper)
Daphne...

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

JERRY
Oh - Sugar!

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

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

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

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

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

JERRY
Oh, I can think of a million things -

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

JERRY
And that's one of them.

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

She peers through the slit in the curtains.

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

Back in Upper 7, Sugar turns conspiratorially to Jerry.

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

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

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

JERRY
Stay as long as you'd like.

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

JERRY
No. It's nice and cozy.

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

JERRY
(mopping his brow)
Interesting.

SUGAR
Anything wrong?

JERRY
No, no.

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

JERRY
That's ridiculous.

SUGAR
And your head is hot.

JERRY
That's ridiculous.

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

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

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

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

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

SUGAR
What did you say?

JERRY
I'm a very sick girl.

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

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

SUGAR
I have a very low resistance.

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

SUGAR
You got some?

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

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

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

Jerry, the bottle clutched in his hand, is hanging upside
down, while Sugar in the upper berth holds on to his legs.
As Jerry tries to raise himself back up, he slips out of
Sugar's grasp, and sprawls in the aisle. He lies absolutely
still, afraid that Joe may have heard him.

SUGAR
(a solicitous whisper)
You all right?

JERRY
(getting up)
I'm fine.

SUGAR
How's the bottle?

JERRY
Half-full.

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

SUGAR
(to Jerry)
You better get some cups.

Jerry pads over to the water fountain beside the rest rooms.
He punches out a couple of paper cups from a dispense, flits
back to Berth 7, and scurries up the ladder.

Dolores watches all this with great interest.

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

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

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

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

SUGAR
I may spill something.

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

SUGAR
What's the surprise?

JERRY
(coyly)
Uh-uh. Not yet.

SUGAR
When?

JERRY
We better have a drink first.

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

JERRY
No fair guessing.

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

DOLORES
This a private clambake,
or can anybody join?

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

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

DOLORES
Sure.

JERRY
Who needs vermouth?

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

DOLORES
Okay.
(starts down the ladder)

JERRY
Manhattans? This time of night?

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

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

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

MARY LOU
What's up?

DOLORES
Party in Upper 7.

MARY LOU
I got some cheese and crackers.

DOLORES
And get a corkscrew.

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

MARY LOU
Party in Upper 7. Got a corkscrew?

ROSELLA
(wide awake)
No. But Stella has.

MARY LOU
Get some cups.

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

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

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

Jerry is trying vainly to stem the invasion of gatecrashers.

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

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

OLGA
Here's the cocktail shaker.

Sugar starts measuring bourbon and vermouth into it.

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

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

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

EMILY
Hey - you got any maraschino cherries
on you?

JOE
(half asleep)
Huh?

EMILY
Never mind.

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

JOE
Maraschino cherries?

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

Frantically, Joe jumps out of his birth. He is confronted by
a sight which knocks into a cocked hat the principle that
two bodies cannot occupy the same space at the same time.
In a triumph of engineering, fourteen girls have squeezed
themselves into Upper 7 - or to be exact, thirteen girls and
Daphne - not to mention the bourbon, the vermouth, the
Southern Comfort, the paper cups, the corkscrew, the hot
water bottle, the crackers and cheese, and the salami.
There is a seething tangle of arms and legs and blonde
heads - like a snake pit at feeding time.

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

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

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

He starts to tug at odd arms and legs.

Jerry pulls himself back into the berth.

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

Sugar starts to back out of the berth.

JERRY
Not you, Sugar.

SUGAR
I'm just going to get some ice.

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

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

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

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

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

Jerry sticks his head out, looks after Sugar.

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

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

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

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

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

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

24. INT. WOMEN'S LOUNGE - NIGHT. 24.

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

SUGAR
(pointing to sunken
washbowl)
Put it here.

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

SUGAR
Better keep a lookout.

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

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

SUGAR
I'm not very bright, I guess.

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

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

JOE
Then why did you take this job?

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

JOE
Afford it?

SUGAR
Have you ever been with a male band?

JOE
Me?

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

JOE
Rough?

SUGAR
I'll say.

JOE
You can't trust those guys.

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

JOE
Bingo?

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

JOE
(abandoning his
lookout post)
Really?

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

JOE
That so?

SUGAR
(hitting her head)
Every time!

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

SUGAR
But you're a girl, thank goodness.

JOE
(his throat drying up)
Yeah.

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

JOE
(drier yet)
Yeah.

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

JOE
You don't say?

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

JOE
Men!

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

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

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

Olga bursts in through the curtains.

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

Joe hands her the cymbal piled with ice.

JOE
How about a couple of drinks for us?

OLGA
Sure.

She scoots out. Joe and Sugar are alone again.

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

JOE
You are?

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

JOE
About what?

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

JOE
What's in Florida?

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

JOE
Going to catch yourself a rich bird?

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

JOE
You're entitled.

SUGAR
Maybe you'll meet one too, Josephine.

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

SUGAR
I want mine to wear glasses.

JOE
Glasses?

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

JOE
Well, now that you've mentioned it -

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

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

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

She dashes out. Joe looks after her, worriedly.

SUGAR
(raising cup)
Happy days.

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

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

25. INT. PULLMAN CAR - NIGHT. 25.

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

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

JERRY
(eagerly)
What did he say?

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

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

JERRY
(Lady Daphne again)
I beg your pardon.

Another hiccup. And another.

ROSELLA
Put some ice on her neck!

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

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

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

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

DOLORES
Hey, she's ticklish!

With that, all the girls pounce on Jerry, start to tickle him.
Jerry flops around like a fish, screaming and laughing and
crying. In despair, his eyes fall on the emergency cord. He
makes a grab for the cord, pulls it.

26. EXT. LOCOMOTIVE WHEELS - NIGHT. 26.

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

27. INT. PULLMAN CAR - NIGHT. 27.

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

28. INT. WOMEN'S LOUNGE - NIGHT. 28.

Sugar, thrown off balance, grabs on to Joe.

SUGAR
What's happened?

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

He sticks his head out through the curtains.

29. INT. PULLMAN CAR - NIGHT. 29.

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

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

Bienstock staggers sleepily out of Lower 2.

BIENSTOCK
Are we in Florida?

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

The Conductor joins Sue and Bienstock.

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

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

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

JERRY
I was it.

SUE
What's the big idea?

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

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

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

30. EXT. LOCOMOTIVE WHEELS - NIGHT. 30.

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

DISSOLVE:

31. OMITTED 31.

32. INT. PULLMAN CAR - NIGHT. 32.

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

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

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

JOE
Why not?

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

JOE
Want to switch berths with me?

SUGAR
Would you mind terribly?

JOE
Not at all.

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

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

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

SUGAR
Thanks, honey.

JOE
(starting away)
Good night, Sugar.

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

SUGAR'S VOICE
Good night, Josephine.

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

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

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

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

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

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

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

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

JERRY
(a honeyed whisper)
Sugar - Sugar baby -

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

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

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

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

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

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

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

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

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

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

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

FADE OUT:

FADE IN:

33. EXT. SEMINOLE-RITZ HOTEL - DAY. 33.

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

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

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

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

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

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

SUGAR
Thank you, Daphne.

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

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

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

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

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

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

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

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

UGAR
Yeah, I hope they brought their
grandsons along.

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

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

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

JERRY
(extending his foot
regally)
Help yourself.

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

JERRY
I am Cinderella the Second.

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

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

JERRY
Me too. Bye now.

OSGOOD
Let me carry one of the instruments.

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

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

34. INT. LOBBY OF THE SEMINOLE-RITZ - DAY. 34.

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

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

JERRY
Personally, I'm Type O.

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

JERRY
You don't say.

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

JERRY
You invest in shows?

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

JERRY
You're not sure?

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

JERRY
I'm not surprised.

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

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

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

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

JERRY
Sorry. I'll be on the bandstand.

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

JERRY
Bull fiddle.

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

JERRY
Most of the time I slap it.

OSGOOD
You must be quite a girl.

JERRY
Wanna bet?

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

JERRY
Why?

OSGOOD
She doesn't approve of girls who smoke.

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

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

OSGOOD
Goodbye?

JERRY
This is where I get off.

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

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

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

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

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

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

OSGOOD
Please. It won't happen again.

JERRY
No, thank you. I'll walk.

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

OSGOOD
Zowie!

35. INT. FOURTH FLOOR CORRIDOR - DAY. 35.

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

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

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

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

DOLORES
Me and Sugar?

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

Joe and Sugar are moving on toward their rooms.

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

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

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

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

JOE
Saxophone player?

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

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

SUGAR
What makes you so sure?

JOE
Just my feminine intuition.

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

36. INT. ROOM 413 - DAY. 36.

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

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

BELLHOP
Are these your bags?

JOE
Yes. And that one, too.

BELLHOP
Okay, doll.

JOE
I suppose you want a tip?

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

JOE
Bye.

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

JOE
Why?

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

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

BELLHOP
Wanna see my driver's license?

JOE
Get lost, will you?

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

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

JERRY
Why, that dirty old man!

He throws the instruments disgustedly on one of the beds.

JOE
What happened?

JERRY
I got pinched in the elevator.

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

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

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

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

JOE
Blow where?

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

JOE
How can we? We're broke.

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

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

JERRY
But this is so humiliating.

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

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

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

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

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

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

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

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

There is a KNOCK on the door.

BIENSTOCK'S VOICE
Are you decent?

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

JOE
Come in.

Bienstock comes in.

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

JERRY
A what?

BIENSTOCK
My suitcase - with all my resort clothes.

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

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

Sugar appears in the doorway behind him.

SUGAR
Where's my ukulele?

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

He goes out, shaking his head in puzzlement.

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

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

JERRY
You betcha.

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

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

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

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

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

He steps into the bathroom, turns on the faucet.

JERRY
Yeah - let her soak. Come on.

JOE
Don't get burned, Daphne.

SUGAR
Oh, I have some suntan lotion.

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

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

DISSOLVE TO:

37. EXT. BEACH - DAY. 37.

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

SUGAR
Daphne! Cut that out!

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

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

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

A good-sized wave comes rolling in.

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

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

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

The girls are scampering out of the water, and some of
them start to toss a beach ball around. Sugar and Jerry
come running up to the beach hand in hand. They take
their caps off, and Sugar puts on a short terry-cloth jacket.
Jerry jumps around on one foot, his head tilted, shaking the
water out of his ear, then starts to rub himself off with a
towel.

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

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

SUGAR
I mean, your shoulders - and your arms -

JERRY
That's from carrying around the bull fiddle.

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

JERRY
What's that?

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

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

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

JERRY
Come on, Sugar - let's play.

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

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

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

JUNIOR
Nah. I wanna play.

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

They boy looks up at him, fearfully.

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

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

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

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

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

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

SUGAR
My fault.

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

SUGAR
I don't think so.

JOE
I wish you'd make sure.

SUGAR
Why?

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

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

JOE
(returning to chair)
Thank you.

SUGAR
Who are you?

JOE
Now, really -

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

JERRY
Hey, Sugar - come on.

Sugar picks up the ball.

JOE
(blase)
So long.

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

SUGAR
Haven't I seen you somewhere before?

JOE
(without looking up)
Not very likely.

SUGAR
Are you staying at the hotel?

JOE
Not at all.

SUGAR
Your face is familiar.

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

SUGAR
That must be it.

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

SUGAR
Your view of what?

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

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

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

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

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

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

JOE
No, my flag steward.

SUGAR
And who mixes the cocktails - your wife?

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

SUGAR
I'm not interested at all.

JOE
Well, I'm not.

SUGAR
That's very interesting.

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

SUGAR
(continuing)
How's the stock market?

JOE
(lackadaisically)
Up, up, up.

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

JOE
Could be. Do you play the market?

SUGAR
No - the ukulele. And I sing.

JOE
For your own amusement?

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

JOE
You're society girls?

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

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

SUGAR
Yeah. Real hot.

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

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

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

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

JOE
- Inauguration balls -

SUGAR
- opening of the Opera -

JOE
- riding to hounds -

SUGAR
- and always the same Four Hundred.

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

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

JOE
I beg your pardon?

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

JOE
What theory?

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

JOE
Tonight?

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

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

SUGAR
Why?

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

SUGAR
Oh?

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

SUGAR
You collect shells?

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

SUGAR
(wide-eyed)
Shell Oil?

JOE
Please - no names. Just call me Junior.

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

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

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

JERRY
(a casual glance
at Joe)
Okay.

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

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

JERRY
(points; speechless)
You - you -

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

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

JERRY
Vanity Fair?

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

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

JERRY
His yacht?

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

JERRY
I'm a what?

SUGAR
Or was it Bryn Mawr?

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

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

SUGAR
Well, I guess I'd better go -

JOE
It's been delightful meeting you both.

SUGAR
And you will come to hear us tonight?

JOE
If it's at all possible -

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

SUGAR
Come on, Daphne.

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

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

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

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

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

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

JERRY
Yeah - Josephine.

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

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

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

SUGAR
We don't have to run.

JERRY
Oh yes, we do!

DISSOLVE TO:

38. INT. FOURTH FLOOR CORRIDOR - DAY. 38.

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

39. INT. ROOM 413 - DAY. 39.

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

JERRY
Josephine -

SUGAR
I guess she's not in here.

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

SUGAR
Well, I'll come back later.

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

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

JERRY
Yeah. This is one for Ripley.

SUGAR
Do you suppose she went out shopping?

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

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

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

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

SUGAR
Josephine.

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

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

SUGAR
The most wonderful thing happened -

JOE
What?

SUGAR
Guess!

JOE
They repealed Prohibition?

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

SUGAR
I met one of them.

JOE
One of whom?

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

JOE
(beaming)
You don't say!

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

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

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

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

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

JOE
Shells? Whatever for?

JERRY
You know - the old shell game.

JOE
Daphne, you're bothering us.

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

JOE
I am?

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

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

SUGAR
I hope so.

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

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

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

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

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

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

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

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

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

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

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

The phone RINGS.

JERRY
(continuing)
Telephone -

Joe closes in relentlessly.

JERRY
(continuing)
You better answer the phone -

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

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

40. EXT. FANTAIL OF THE YACHT CALEDONIA - DAY. 40.

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

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

41. INT. ROOM 413 - DAY. 41.

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

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

42. OSGOOD - ON PHONE. 42.

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

43. JOE - ON PHONE. 43.

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

44. OSGOOD - ON PHONE. 44.

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

45. JOE - ON PHONE. 45.

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

46. OSGOOD - ON PHONE. 46.

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

47. INT. ROOM 413 - DAY. 47.

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

Jerry comes up, still holding the towel.

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

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

JERRY
What message? What motorboat?

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

JERRY
Oh, he does!

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

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

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

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

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

JERRY
And where's he going to be?

JOE
He's going to be ashore with you.

JERRY
With ME?

JOE
That's right.

JERRY
Oh, no! Not tonight, Josephine!

DISSOLVE TO:

48. INT. HOTEL BALLROOM - NIGHT. 48.

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

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

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

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

Osgood Fielding the Third, in a white mess jack