Man on the Moon

Man on the Moon

Man on the Moon (1999) by Scott Alexander and Larry Karaszewski.

FADE IN:

INT. VOID - DAY

Standing in a nonexistent set is ANDY KAUFMAN, looking a bit nervous. Wide-eyed, tentative, he stares at us with a needy, unsettling cuteness. His hair is slicked-down, and he wears the "FRIENDLY WORLD" costume from the Andy Kaufman special.

Finally, Andy speaks -- in a peculiar FOREIGN ACCENT.

ANDY (AS FOREIGN MAN) Hallo. I am Andy. Welcoom to my movie. (beat; he gets upset) I hoped the story of my life would be nice...but it turned out terrible! It is all LIES! Tings are mixed up... real people I knew play different people. WHAT A MESS! So I broke into Universal and cut out the junk. Now it's much shorter. In fact, this is the end of the movie. So tanks for comink! Bye-bye!

Andy puts a needle on a phonograph, and swelling CLOSING CREDITS MUSIC starts to play. FINAL CREDITS roll.

Andy stands frozen, awkwardly looking at the audience. Every time the music ends he picks up the needle and restarts the music. He does that as many times as the credits require.

Finally, CREDITS END. And then--a sly smile. He leans in. DROPS HIS ACCENT and WHISPERS.

ANDY (AS REGULAR VOICE) Okay! Just my friends are left. I	wanted to get rid of those other people... they would have laughed in the wrong places. (beat) I was only kidding about the movie... it's actually PRETTY GOOD! It shows everything... from me as a	little boy until my death -- (his eyes pop; he		covers his mouth) Oops!! I wasn't supposed to talk about that! Oh. Eh, uh, we better just begin. It starts back in Great Neck, Long Island...

Andy turns to a primitive 16mm PROJECTOR and turns it on. WHIR! He smiles at the flickering light.

ANDY Oh, yes. I remember it well...

We PUSH INTO the white light. It fills our frame, blazing whiter, whiter...

DISSOLVE TO:

EXT. KAUFMAN HOUSE - 1957 - DAY

A BLACK AND WHITE image slowly becomes COLOR. Great Neck, 1957. An upper-class Jewish neighborhood. In the street, crewcut BOYS play t-ball, laughing and shouting. A fat convertible pulls up to the smallest house, and STANLEY KAUFMAN, 40, gets out. Still in his suit, he's a well- meaning slave to his job -- tired, responsible.

Stanley goes over to admire the t-ball game. At bat is his son MICHAEL, 6, a natural charmer. Michael swings -- crack! -- and hits a solid single. Stanley smiles.

STANLEY That's my boy! Good swingin', kiddo. (warm beat; then a		look) Hey -- Michael... where's your brother?

MICHAEL He's inside.

Instantly -- Stanley's mood turns black. He frowns angrily, then snatches his briefcase and marches in.

INT. KAUFMAN HOUSE, KITCHEN - 1957 - DAY

Baby CAROL is crying. Mom JANICE, 35, quickly peels carrots, trying to get dinner made. Stanley marches past.

STANLEY Is he in his room?

JANICE Of course he's in his room. (aggravated) All his "friends" are in there.

Stanley glowers. He huffs upstairs.

INT. KAUFMAN HOUSE, HALLWAY - 1957 - DAY

Stanley hurries up to Andy's shut door. We hear little Andy doing VOICES.

ANDY (O.S.) (as WORRIED GIRL) But professor, why are the monsters growing so big? (now as BRITISH		PROFESSOR) It's something in the jungle water. I need to crack the secret code.

Stanley rolls his eyes. He opens the door...

INT. KAUFMAN HOUSE, ANDY'S ROOM - 1957 - DAY

...revealing ANDY, 8, performing for the wall. Andy is happy and enthusiastic... as long as he's acting.

ANDY (as BRITISH		PROFESSOR) Maybe I should talk to the natives. (as dancing NATIVES) Shoom boom boo ba! Shoom boom boo ba --

STANLEY Andy!

ANDY (startled) Oh!

The boy suddenly turns off, becoming introverted... awkward. Frustrated, Stanley stares at his son.

STANLEY Andy, this has to stop. Our house isn't a television station. There is not a camera in that wall.

Andy glances over at the wall. Hmm.

STANLEY (cont'd)		(trying to cope) Son... listen to me. It isn't	healthy. You should be outside, playing sports.

ANDY But I've got a sports show. Championship wrestling, at five.

STANLEY (he blows his top) You know that's not what I meant! Look, I'm gonna put my foot down! No more playing alone. You wanna perform, you GOTTA have an audience!

ANDY (he points at the		wall) B-but I have them.

STANLEY No! That is NOT an audience! That is PLASTER! An audience is people made of flesh! They -- live and breathe! Got it?!

Andy thinks, considering his options. Then, he nods. CUT TO:

INT. KAUFMAN HOUSE, FAMILY ROOM - 1957 - LATER THAT DAY

Baby Carol sits in her crib. Andy's hands suddenly YANK her out.

INT. KAUFMAN HOUSE, ANDY'S ROOM - 1957 - DAY

Andy hurries in and plops Carol down on the floor. She dutifully sits there, deadpan.

Andy returns to the center of the room. He resumes his show.

ANDY (as KIDDIE SHOW		HOST) And now, boys and girls! It's time for... TV Fun House! (he makes an		APPLAUSE SOUND) Hi, everybody! Are you ready for a	singalong? I'll say the animal, and you make his sound! Okay...? Okay! (he starts to SING) "Oh, the cow goes........."

Carol stares, unblinking. Then --

CAROL Moo.

ANDY (he smiles, pleased) "And the dog goes......"

CAROL WOOF!

ANDY "And the cat says......"

DISSOLVE TO:

INT. NY NIGHTCLUB - 1975 - NIGHT

TIGHT on ANDY, now GROWN UP. 26-years-old, still performing the song.

DRUNK AUDIENCE MEOW!!

WIDE - It's a small, hip New York nightclub.

ANDY "And the bird says..."

DRUNK AUDIENCE TWEET!!

ANDY "And the lion goes..."

DRUNK AUDIENCE ROAR!!

ANDY "And that's the way it goes!" (he grins) Thank you. Goodbye!

Andy waves and bows. There's faint scattered applause.

Andy sighs. An irritated MANAGER steps onstage. He shoots Andy a disgruntled look, then takes the mike.

MANAGER The comedy stylings of Andy Kaufman, Ladies and Gentlemen!

In the b.g., Andy starts packing up his props: Hand puppets, conga drums, a phonograph... it all goes into a big bulky case.

CUT TO:

INT. NY NIGHTCLUB - 1975 - LATER THAT NIGHT

The club is empty. At the bar, the manager cleans up. Andy eagerly comes over. Offstage, his presence is soft, placid -- his voice barely above a whisper.

ANDY So, Mr. Besserman, same slot tomorrow...?

MANAGER (awkward) Eh, I dunno... Andy. I'm... thinkin' of letting you go...

ANDY You're firing me?? (beat) You don't even pay me!

MANAGER Look -- I don't wanna seem insulting. But... your act is like amateur hour: Singalongs... puppets... playing records...

A stunned beat. Andy is hurt.

ANDY What do you want? "Take my wife,	please"??

MANAGER Sure! Comedy! Make jokes about the traffic. Do impressions. Maybe a	little blue material...

ANDY I don't swear. I -- I don't do what everyone else does!

MANAGER Well, everyone else gets this place cookin'! Pal, it's hard for me to	move the booze when you're singin' "Pop Goes The Weasel."

Andy stares, disheartened. MANAGER (cont'd) I'm sorry. You're finished here.

An uncomfortable beat -- and then Andy starts crying.

The manager is dumbfounded. He doesn't know what to do.

Tears are rolling pitifully down Andy's cheeks. The manager is confused -- totally disoriented. Shamed, Andy covers his face, then runs out. Silence. The manager stares after him... having no idea what just happened.

EXT. NY NIGHTCLUB - 1975 - NIGHT

Sobbing Andy bursts out the door. He steps onto the sidewalk -- and IMMEDIATELY STOPS CRYING. Just like that.

Andy lifts his big case and starts walking. Andy shakes his head angrily.

He turns down a dark street, hurrying alone through an unsavory New York neighborhood. But then... TWO MEN appear... silently approaching. Andy stops uncertainly -- debating whether to turn around. But in that second -- the thugs are upon him, glaring menacingly.

THUG #1 Give us your wallet.

Andy stares fearfully. An anxious moment. He thinks... considering his options.

Then, he suddenly stammers in a thick FOREIGN ACCENT.

ANDY (AS FOREIGN MAN) I -- doo not unterstand!!

THUG #1 Give us your money!

ANDY (AS FOREIGN MAN) What?? What mooney? Abu daboo! I	do not have mooney!

The thugs glance at each other.

ANDY (AS FOREIGN MAN) (cont'd) Pleaze! I just move to America yezterday! I do not know!

THUG #1 What's in the case?

ANDY (AS FOREIGN MAN) NO! Eeet, eet is just perzonal trifles from my homeland --

THUG #2 Shut up! Gimme that thing!

The guy snatches the case. He impulsively BREAKS the lock... and clothes, congas and records fall out.

The thugs are dismayed.

THUG #1 Goddamn immigrants!

THUG #2 This guy's pathetic. Let's go.

Harsh glances. They angrily turn and leave.

Andy takes a nervous breath, then starts picking his things off the street. He shouts after the guys:

ANDY (AS FOREIGN MAN) Tank you veddy much...!

CUT TO:

EXT. NY IMPROV - 1975 - NIGHT

The Improv, the biggest comedy club around. People are lined up, waiting. The man strides up -- GEORGE SHAPIRO, a Hollywood talent manager. George is old school: Bronx accent, shmooze and a hug... but with a surprising sweetness that is quite disarming. A DOORMAN sees him, grins, and waves George in.

INT. NY IMPROV, BAR - 1975 - NIGHT

The bar is packed with COMICS and SHOW BIZ TYPES. A few turn and smile -- "George!" "Hey, George!" George takes a couple hands, whispers to someone else, then drifts into the...

INT. NY IMPROV, SHOWROOM - 1975 - NIGHT

Where the show's in progress. Owner BUDD FRIEDMAN sees George and gives him a bear-hug. Then he hustles George to a table.

George sits -- and gives the stage his undivided attention. Up there is a WISEASS COMIC.

WISEASS COMIC So I'm getting my mother-in-law a	special Christmas present: A pre- paid funeral! The mortician asked me if I wanted her buried, embalmed or cremated. I said, "Make it all	three! I'm not takin' any chances!" (the crowd LAUGHS) Thank you. Good night! The comic waves and exits. APPLAUSE. George politely claps. A PIANO PLAYER jumps in with an upbeat show tune.

We think there's a break... when Andy suddenly, awkwardly steps on stage. He is in character as Foreign Man. Pink jacket, tie, hair slicked back, frightened like a deer in headlights. He puts down his big case, pulls out various junk, and arranges it on chairs.

The room hushes, uncertain as to who the hell this guy is. Andy tentatively grabs the mike. The stagefright is agony.

ANDY (AS FOREIGN MAN) Now? Now...? (looking around) Tank you veddy much. I am very happy to be here. I tink -- this is a very beautiful place. But one ting I do not like is too much traffic. Tonight I had to come from, eh, and the freeway, it was so much traffic. It took me an hour and a half to get here!

Andy chuckles, as if this were a punchline.

Silence. The crowd is baffled.

ANDY (AS FOREIGN MAN) (cont'd)	But -- talking about the terrible things: My wife. Take my wife, please take her.

Yikes. A few NERVOUS LAUGHS.

Andy gestures, as if they got the joke.

ANDY (AS FOREIGN MAN) (cont'd) No really, I am only foolink. I	love my wife very much. But she don't know how to cook. You know, one time, she make a steak and mashed potato. Ehh, and the night before, she make spaghetti and meatballs. Her cooking is so bad... is terrible.

People are embarrassed. Some avert their eyes. A couple hipsters laugh mockingly.

George leans forward. Andy wipes the sweat from his brow. ANDY (AS FOREIGN MAN) (cont'd)	Right now, I would like to do for you some imitations. So first, I	would like to imitate Archie Bunker. (no change in his		voice) "You stupid, everybody ees stupid!	Ehh, get, get out of my chair	Meathead... go in the, eh, Dingbat	get into the kitchen, making the	food! Ehh, everybody ees stupid!  I	don't like nobody, ees so stupid!" Tank you veddy much. (pleased, he proudly		bows) Now I would like to imitate Jimmy Carter, the President of the United States. (no change in his		voice) "Hello, I am Jimmy Carter, the	President of the United States."

Some people BOO and walk out. A few giggle, getting into the groove.

George is intrigued.

ANDY (AS FOREIGN MAN) (cont'd) And now... I would like to imitate the Elvis Presley.

A woman LAUGHS caustically. Andy grins stupidly, then turns his back to us. He presses "Play" on a CASSETTE RECORDER... and the THEME FROM 2001 starts playing.

House lights dim dramatically. With a flourish, Andy pulls tape off his pants -- revealing rhinestones. He removes his pink coat -- putting on a white jeweled jacket.

He combs his hair.

Then he brushes his hair.

Then he combs his hair some more.

Finally he picks up a guitar, strikes a pose -- and spins around.

He is ELVIS. CONFIDENT. SEXY. LIP CURL. DEAD-ON PERFECT.

The crowd is blown away.

Vegas Elvis INTRO MUSIC suddenly blasts. Andy/Elvis swaggers stage left and takes a bow. Then he goes stage right and takes a bow. Then he returns stage left for another bow.

Music STOPS.

ANDY (AS ELVIS) Thank you very much.

Wow. Flabbergasted, people APPLAUD. This man is Elvis.

Suddenly -- "JAILHOUSE ROCK" guitar kicks in.

ANDY (AS ELVIS) (cont'd)		(SINGING) "Warden threw a party	In the county jail!	Prison band was there	And they BEGAN to WAIL!"

ANGLE - GEORGE

He is astonished. George cannot quite figure out what's going on... but he wants in.

He waves Budd over. Budd leans down, and George WHISPERS.

GEORGE Pst. What's the story with this guy?

BUDD I think he's Lithuanian. None of us can understand him.

George nods admiringly.

GEORGE He does a hell of an Elvis.

CUT TO:

INT. NY IMPROV, BACKSTAGE - 1975 - LATER THAT NIGHT

Andy is packing up his things. He very methodically folds each item of clothing, then checks the creases.

George strolls up.

GEORGE Hey, I really enjoyed your set.

ANDY (AS FOREIGN MAN) Tank you veddy much.

GEORGE So I understand you're from Lithuania?

ANDY (AS FOREIGN MAN) No. Caspiar.

George is puzzled.

GEORGE Caspiar? I haven't heard of that.

ANDY (AS FOREIGN MAN) It's a veddy small island in de Caspian Sea. (beat) It sunk. GEORGE Oh. Hm. I'm uh, sorry. (beat) Well, look, I'm probably out of my	mind -- but I think you're very interesting. If you ever need representation... we should talk.

George hands him a BUSINESS CARD. Andy reads it -- then his eyes pop. He DROPS the accent.

ANDY Mr. Shapiro, it's an honor!!

George realizes it's all been an act. He laughs heartily.

GEORGE Caspiar, huh?!

CUT TO:

INT. SOHO HEALTH FOOD RESTAURANT - NIGHT

A Bohemian health food restaurant, staffed by hippie waitresses in sandals. Andy and George sit together, trying to get a sense of each other.

ANDY You see, I want to be the biggest star in the world.

George is surprised at this hubris.

GEORGE People love... comedians.

ANDY I'm not a comedian. I have no talent. (he shrugs) I'm a song-and-dance man.

George looks up at Andy -- and inexplicably there is a giant MOIST BOOGER hanging from Andy's nostril.

George cringes. He doesn't know what to say.

A waitress brings over two plates of awful 70's HEALTH FOOD -- seaweed, beans, stringy paste. George frowns. Andy beams.

ANDY (cont'd) Mmm! I particularly recommend the Lotus root.

Andy pulls out a little Handi-wipe and cleanses his hands. Then he starts arranging the food in compulsive little piles: Beans in pinwheel shapes. Sprouts in piles.

George peers at the bizarre food behavior. GEORGE You show a lot of promise... but... my concern is I don't know where to book you. You're not a stand-up... your act doesn't exactly translate to films... help me... where do you see yourself?

ANDY (bright) I've always wanted to play Carnegie Hall.

George is unsure if that's a joke.

GEORGE Yeah, ha-ha. That's funny.

Andy dips his silverware in the water glass. Two dunks, then he dries it with his napkin.

George stares, perplexed. He looks back up -- and Andy's booger has suddenly switched nostrils.

Huh?

ANDY See, I don't want easy laughs.

Andy's about to eat -- but first bows his head in silent prayer. George raises an eyebrow. Andy snaps his head back up.

ANDY (cont'd) I want gut reactions! I want that audience to go through an experience. They love me! They hate me! They walk out -- it's all GREAT!

Andy triumphantly eats a bean. George peers, unable to take the booger anymore. He hands Andy a napkin and points to his nose. Andy nods, removes the rubber booger, and carefully puts it in a little box.

ANDY (cont'd)	After I'm famous, I can sell these as "Worn by Andy Kaufman."

And at that... George is won over. He smiles broadly.

GEORGE You're insane. (then sincere) But -- you might also be brilliant. Alright, Andy... let's do it.

George warmly extends his hand.

Andy slowly smiles, then takes George's hand. The men shake. A moment of supreme importance. EST. BEVERLY HILLS - DAY

The glitz strip of Los Angeles. Money. Beauty.

INT. SHAPIRO/WEST - DAY

Real working showbiz offices. No glamour at all. It looks more like an insurance agency.

George sits in his office, reassuring someone on the phone.

GEORGE Sammy, opening for David Brenner is a fine gig. You'll be on the road... get some exposure...

O.S., a SECRETARY shouts out.

SECRETARY (O.S.) Tony Clifton on the phone!

GEORGE Who?

SECRETARY (O.S.) He says he's an associate of Andy Kaufman's.

GEORGE Oh. (back to the phone) Sammy, think about it. I gotta go. (he punches a line) Hello? George Shapiro here.

On the phone, a STACCATO, ABRASIVE NASAL VOICE blares.

TONY CLIFTON (V.O.) Uh, yeah. Is this GEORGE SHAPIRO?

GEORGE (beat) Er, yes. Speaking.

TONY CLIFTON (V.O.) "Speaking"! Reeking, seeking, creaking... Freaking!

George is baffled.

GEORGE Can I help you with something?

TONY CLIFTON (V.O.) Yeah! You stay away from that Andy Kaufman, if you know what's good for you!

GEORGE (stunned) Who is this? TONY CLIFTON (V.O.) You -- you know damn straight who it is. Tony Clifton! A name to respect. A name to fear. (beat) Beer. Gear. Deer. Ear.

GEORGE Look... I don't know what your problem is...

TONY CLIFTON (V.O.) Kaufman's a lying bastard! If you sign him, I'll RUIN YOU!

CLICK. Clifton hangs up. George is bewildered.

INT. MEDITATION INSTITUTE UNIVERSITY, CLASSROOM - DAY

The light is magical. Soothing SITAR music plays. Andy and fifteen other BAREFOOT STUDENTS sit on mats in a semi- circle. Eyes shut, bodies in different yoga positions, they are all meditating.

Facing them on a throne-like chair sits a reverent, Indian YOGI. At his feet is the class teacher, LITTLE WENDY, a teeny lady with an absurdly high-pitched voice.

LITTLE WENDY Now, while continuing your deep breathing, slowly open your eyes. You should feel rested, relaxed, and alert.

The students all open their eyes.

YOGI Do any thoughts come...?

STUDENT #1 My mind is clear. I feel great.

YOGI Good...

STUDENT #2 All the tension is gone from my body.

The Yogi's eyes go to Andy. Andy smiles sweetly.

ANDY I want to thank you, your Holiness. My heart is radiating with pure energy.

The Yogi nods kindly.

YOGI You always had a good heart. But I'm proud of the progress you've made in your discipline. ANDY Yes. TM got me focused. In fact, my manager got me a TV gig! It's	just some new show with no budget, but I'm still excited.

Oh. The Yogi peers intently.

YOGI Are you at peace with your family?

ANDY Um, yes. I haven't fought with them, since I started here.

YOGI Goals are important.

ANDY I stopped drinking. I gave up drugs. And I'm meditating three hours a day. It's the center of my life...

YOGI We are all impressed.

Andy smiles beatifically. This means a lot.

LITTLE WENDY Okay. Anyone else --?

ANDY Oh, wait! I have a question. (beat; working up		his nerve) Is there... is there a secret to being funny?

Huh? The Yogi thinks hard... squinching up his face. Then... he finally speaks.

YOGI Yes. Silence.

CUT TO:

INT. SNL SET - NIGHT

An AUDIENCE sits, waiting for the commercial to end. TECHIES tweak lights. CAMERAMEN get ready.

Sitting in VIP seats are Andy's FAMILY. Stanley and Janice are in their late 50's, Michael and Carol in their 20's. They're all anxious.

CAROL I still can't believe my brother's	gonna be on TV...!

JANICE I hope he doesn't get nervous. STANLEY What's the difference? This thing's	on in the middle of the night -- no one's even gonna see it.

The commercial ends, and the "APPLAUSE" sign blinks. The crowd APPLAUDS. An "ON THE AIR" sign lights up.

HOST Welcome back to Saturday Night Live! And now, as a special treat on our first show... musical guest ANDY KAUFMAN!!!

The SNL orchestra starts the intro into a song. Andy enters the stage with a boom box, and positions himself in front of the microphone. When the vocals are supposed to start, Andy doesn't open his mouth. Instead he looks around -- frightened. The band stops... and starts again. Andy remains mute. The Band stops again.

INT. SNL SET, BOOTH - NIGHT

The SNL producer, LORNE MICHAELS, looks worried.

LORNE MICHAELS What's happening to him?

INT. SNL SET - NIGHT

At that moment, Andy puts the boom box down and blares it loudly. The THEME FROM "MIGHTY MOUSE" plays -- but Andy just blankly stands there.

He's purposefully doing nothing.

MIGHTY MOUSE THEME (V.O.) "Although we are in danger,	 We never despair,	 Because we know where there is	danger	 He is there!"

The audience is puzzled. The Kaufmans are alarmed.

INT. SNL SET, BOOTH - NIGHT

Lorne Michaels is panicked.

LORNE MICHAELS Oh my God, he's doing nothing. It's	dead air...!

INT. SNL SET - NIGHT

BACK ON ANDY.

MIGHTY MOUSE THEME (V.O.) "We're not worrying at all.	 We're just listening for his	call..." Then SUDDENLY -- Andy comes to life and triumphantly LIP SYNCS.

MIGHTY MOUSE THEME (V.O.) (cont'd) "Here I come to save the day!"

Shocked, the crowd HOWLS with LAUGHTER.

Then instantly -- Andy resumes his blank expression.

MIGHTY MOUSE THEME (V.O.) (cont'd)	"That means that Mighty Mouse is on	the way!"

The audience SCREAMS with glee. The tune ENDS, and the audience APPLAUDS CRAZILY.

Delighted, Andy grins and bows.

The Kaufmans clap the hardest. Stanley locks eyes with Andy... and the beaming father smiles the proudest of all.

CUT TO:

INT. SHAPIRO/WEST - DAY

George jumps from his desk. Andy is walking in.

GEORGE Andy, c'mon IN! Thanks for flyin' out here!!

ANDY The stewardess let me keep my headphones.

GEORGE That's... terrific! But I got something better. This is BIG... (giddy; milking the		moment) You are getting a once-in-a- lifetime, unbelievably lucrative opportunity to star on... a	PRIMETIME NETWORK SITCOM!!!!

Andy's smile drops. He freezes up.

ANDY Sitcom...?

GEORGE And this is a CLASS ACT! It's the guys who did the Mary Tyler Moore and Bob Newhart shows! It takes place in a taxi stand! And you're gonna be the Fonzie!

ANDY (confused) I'm -- Fonzie? GEORGE NO! The Fonzie! The crazy breakout character! The guy that all the kids impersonate and put on their lunchboxes!

ANDY (soft) George, I hate sitcoms.

GEORGE HANG ON, you ain't heard the best part! ABC has seen your foreign man character, and they want to turn him into -- (he checks his		notes) "Latka," a lovable, goofy mechanic!!!

Long pause. Then -- Andy responds.

ANDY No.

GEORGE "No"? "No" to which part??

ANDY No to the whole thing. None of it sounds good.

George is flummoxed.

GEORGE Andy... this is every comedian's	dream.

ANDY I told you, I'm not a comedian. And sitcoms are the lowest form of	entertainment: Stupid jokes and canned laughter.

GEORGE (shocked) B-but, this is classy... they did Bob Newha--

ANDY I'm not interested. I want to create my own material.

Beat. George glares.

GEORGE You have to do it.

ANDY I refuse.

GEORGE (he explodes) LISTEN, you arrogant putz! I've	been in this business for twenty years! I know! If you walk away from this opportunity, you will never, NEVER see another one like it again!!!!

Long pause. Andy stares at George, amazed at this passion.

Then Andy gets up and looks around the office. He stares at the awards... the gold records... emblems of success and experience.

Andy thinks -- then nods.

ANDY Okay. Fine, I'll do it. (beat) But I have a few terms.

GEORGE (relieved) Of course! That's what negotiations are for.

Andy starts to write on a piece of paper.

GEORGE (cont'd) What are you doing?

ANDY Writing down my terms.

George watches patiently.

Andy clicks his pen, done. George smiles and takes the list. He scans it... then his face gets totally befuddled.

GEORGE Are you makin' fun of me --? This is RIDICULOUS!

ANDY (blasй) Those are my terms.

GEORGE They're IMPOSSIBLE!! Jesus! (he points at one		item) I mean -- "two guaranteed guest	shots for Tony Clifton"??! Who is this TONY CLIFTON?!

ANDY He's a Vegas entertainer. I used to do impressions of him. We sorta... got in a fight over that.

George gets a look.

GEORGE This Clifton called me up. He's a	loon! He HATES you! ANDY Nah, he just talks tough. But I owe him one.

Andy smiles ingenuously, then turns stern.

ANDY (cont'd) If I'm the new Fonz... ABC's just gonna have to give me what I want. (a sarcastic FONZIE		IMPRESSION) Heyyyyyy!

George winces. He stares at the list.

INT. ABC CONFERENCE ROOM - LA - DAY

George sits across a conference table from three NETWORK SUITS. He stoically reads the men his demands.

GEORGE Mr. Kaufman will only appear in half the episodes. (beat) Mr. Kaufman requires an undisturbed 90 minutes of meditation prior to filming. (beat) Mr. Kaufman won't rehearse. (beat) Mr. Kaufman gets his own network Special.

The execs are stupefied. Finally -- George delivers the clincher.

GEORGE (cont'd)	And Taxi must guarantee two guest appearances to... Tony Clifton.

NETWORK GUYS WHO???

GEORGE Tony Clifton.

NETWORK GUY #1 Who is he?!

GEORGE (solemn) I don't know.

Long pause. The execs stare at George like he's lost his mind.

GEORGE (cont'd) But Andy says he's fabulous. (awkward) He also says, these are the terms.

The execs' leader, MAYNARD SMITH, shudders hopelessly.

NETWORK GUY #2 Couldn't Kaufman ask for more money, like everyone else?

George slowly, sadly shakes his head: No.

Maynard glances at his team -- then frowns.

MAYNARD (cont'd)	George, we don't book phantom performers. The deal's off.

INT. SHAPIRO/WEST - DAY

GEORGE throws his attachй case on the desk, then slumps into his chair. He picks up the phone and dials.

GEORGE Andy?

ANDY (O.S.) Hi George!

GEORGE Eh, hi, Andy. Look, this Tony Clifton... is he performing anywhere?

ANDY (O.S.) Of course. (beat) But only on Monday nights.

GEORGE That's alright. Where...?

INT. MAMA ROMA'S - NIGHT

Mama Roma's, a dark Italian restaurant with red booths, wise guys, and cigarette smoke.

The Maitre'd guides George to a booth. A small BAND fills the "stage" -- a six-foot space in the back of the room.

The lights dim. A BLARING ANNOUNCER speaks.

ANNOUNCER (V.O.) And now, Mama Roma's is proud to	present International Singing Sensation... a man who has sold more records than Elvis and the Beatles combined...

George is skeptical.

ANNOUNCER (V.O.) (cont'd) Ladies and Gentlemen, Mr. Entertainment... TONY CLIFTON!

The DRUMMER starts a drum roll. Patrons APPLAUD. A LIGHT SPOT hits the entrance area... and nobody enters. The spot is waiting... waiting... still waiting... until the drum roll slows down and stops. The announcer BOOMS again. ANNOUNCER (V.O.) (cont'd)	Ladies and Gentlemen, out of respect for Mr. Clifton's vocal demands, could everyone please extinguish your cigarettes and cigars.

The crowd GRUMBLES angrily -- then irritably complies. One ANGRY GUY thrusts his cigar into a water glass.

ANGRY GUY Goddamn, I paid five dollars for this.

ANNOUNCER (V.O.) And now! A man who needs no introduction... TONY CLIFTON!

The band starts playing lounge standard "VOLARE". And then, obnoxious TONY CLIFTON swaggers out. Tony has a rubbery face, black wig and moustache, sunglasses, a padded belly, and a peach tuxedo with blue shirt and velvet piping.

Tony stops, smirks at the audience, and sucks on a cigarette. He blows smoke rings at them.

TONY CLIFTON Heh-heh. How ya all doin'?

The crowd is furious.

ANGRY GUY Fuck you!

People light back up and start talking. Tony ignores the ruckus. He starts SINGING, pinched and off-key.

TONY CLIFTON (singing) "Volare!	 Whoa, whoa.	 Cantare,	 Whoa whoa whoa whoa."

George winces. He's horrible.

TONY CLIFTON (cont'd)		(singing) "I got the wings of your love,	 I got the wings of a dove.	 I got the... uh...		(forgetting the		words)	 ... the chicken wings from	 Eh, Kentucky Fried..."

The band is lost.

TONY CLIFTON (cont'd) Oh. Whoop do doo, Whoop de di, Stick a needle in your eye...

The band gives up and stops. TONY CLIFTON (cont'd) Eh, the hell with that song.

One person CLAPS. Most BOO.

TONY CLIFTON (cont'd) So how ya doin'! (leering) How ya doin' over here? How ya doin' over there? (he approaches a		WOMAN) How's that pasta carbonara?

WOMAN Leave me alone.

TONY CLIFTON Okay! (he spins around) So, you havin' a good time, sir?!

Tony approaches a LONELY SAD SACK sitting at the bar. Tony thrusts his mike at the guy.

SAD SACK Sure...

TONY CLIFTON What's your name?

SAD SACK Bob.

TONY CLIFTON (he reacts as if		this is enormously		funny) "Bob"? BOB! Bob bob bob. (beat) Bob what?

SAD SACK Bob Gorsky.

TONY CLIFTON "Gorsky"? What is that, Polish?

SAD SACK (meek) Yes.

Tony gets indignant.

TONY CLIFTON Are you tryin' to do some of that Polack humor? Well if that's so, you can just get the hell out of this restaurant!

SAD SACK (timid) It's my name.

TONY CLIFTON SHUT UP! I hate them Polish jokes!

People are embarrassed.

TONY CLIFTON (cont'd) I do a clean show! Like, I wouldn't	do that one... oh, you know it... "What do you call a pretty girl in	Poland"?

SAD SACK (he giggles		stupidly) A -- a tourist.

TONY CLIFTON See, that's EXACTLY what I'm talkin' about! (enraged) Here! I'LL give you a little humor!

Tony snatches Bob's water glass and POURS IT over his head!

George is appalled. The crowd is aghast. Bob is wet. People BOO AND HURL THINGS.

Bob starts weeping, then bolts up and runs from the building.

TONY CLIFTON (cont'd) And stay out, Fatso!

The room erupts, outraged. George covers his face, looking ill. Suddenly, Tony snaps at him.

ANDY And YOU. I wanna see you backstage!

George is rattled.

INT. MAMA ROMA'S, KITCHEN - LATER THAT NIGHT

The kitchen staff is working. George wanders around... then finally spots Tony, back to us, eating pasta at the employees' table. Aggravated, George aggressively steps up.

GEORGE Alright, I'm here. What do you want?

Tony puts down his fork. He pauses... slowly turns around... and is Andy.

George GASPS. His eyes bulge.

Andy smiles innocently. He gestures to an empty seat.

ANDY Are you hungry?

George is breathing heavily, like someone about to have a heart attack. His brain melting, he shakily reaches for a chair and sits. George glances down. Lying alongside the food is Tony's rubber face.

GEORGE I... I-I don't understand this act. ANDY (in jolly spirits) It's good old-fashioned entertainment. Everyone loves a	villain.

GEORGE Yeah? Well tell that to the poor schlub who you humiliated!

Beat -- then Bob strolls over. His real name is BOB ZMUDA.

ZMUDA Hey Andy, good show.

ANDY Oh George, this is Bob Zmuda. Bob and I have been buddies for years.

George gapes. On closer inspection, Bob is cocky, aloof, and conniving. He and Andy grin naughtily at each other.

ZMUDA That was a really hot house!

GEORGE So your name's not Gorsky.

ZMUDA Don't believe everything you hear.

George thinks about this -- then laughs.

CUT TO:

INT. ABC CONFERENCE ROOM - LA - DAY

Maynard and the ABC suits sit at the table, mesmerized. George is confidentially whispering to them.

GEORGE This has to stay in the room... but here's the thing: Andy is Tony. And Tony is Andy! They'll deny it up	and down, but I swear to God, they're the same person! (with urgency) It's smart business! You'll get two Andy Kaufmans for the price of one!

Maynard thinks about this, quite methodically. A beat, and then he cracks a smile...

INT. ALPHA BETA SUPERMARKET - NIGHT

1 a.m. in the supermarket. Just a few people linger... including Andy, who's at the Space Invaders videogame. Andy stares intently at the screen, eyes piercing, fingers hammering the buttons while he blows up Martians. Andy is oblivious to all around him.

In the b.g., George suddenly enters. He looks around the market, then spots Andy. He feverishly runs up. GEORGE Andy!

ANDY (still playing the		game) What's up?

George grins crazily, ecstatically.

GEORGE Andy... THEY SAID YES! They agreed to it all! They thought your terms were a shining example of your "irreverent wit" -- and precisely why they want you! (beat) You're getting EVERYTHING!

Whoa. Andy looks up, astonished. His space station EXPLODES, but he doesn't notice. He turns to George... and slowly smiles sweetly. Genuinely.

ANDY Well thank you very much...!

CUT TO:

INT. TAXI SET - DAY

The first week of "TAXI." The CAST rehearses on the Taxi set. PRODUCERS watch from the bleachers.

(The actual TAXI scene will be determined.) JUDD HIRSCH, TONY DANZA, and MARILU HENNER read their lines.

Then... a bored BLACK STAND-IN reads Latka's line.

The cast glances around. Tony Danza loses his temper.

TONY DANZA Man, this is bullshit! (he marches up to		the PRODUCER) Where's Kaufman? Why isn't he here??

One producer stands. This is tightly-wound ED WEINBERGER.

ED You'll see him on Friday when we shoot. Now run the lines with Rodney.

An angry beat. The actors resume...

INT. TAXI SET - DAYS LATER

The AUDIENCE is filtering in. They fill the studio bleachers.

INT. TAXI SET, BACKSTAGE - DAY

Actors mingle outside the dressing rooms.

JUDD HIRSCH I'm taking bets we do the show with the stand-in.

MARILU HENNER No, I hear Andy arrived. Rumor is	he's locked inside his dressing room.

Judd is surprised.

INT. TAXI SET, ANDY'S DRESSING ROOM - DAY

Andy is meditating. He's tranquil, at total inner peace.

Silence -- until a little clock radio CHIRPS.

Andy snaps his eyes open. He exhales a few calm breaths, then sits upright. Andy reaches for a sealed envelope, rips it open, and removes a SCRIPT.

Andy sighs, opens the script, and starts scanning the pages like a speedreader.

INT. TAXI SET - LATER THAT DAY

Bleachers are full. They're now filming TAXI (the same scene as earlier). On cue, Andy enters as LATKA -- wide- eyed, endearing, in mechanic's overalls.

Andy is hilarious. The crowd HOWLS with laughter.

MONTAGE - TAXI

In quick succession, a series of Andy's best Latka moments. He's beloved. The applause grows louder, louder, LOUDER...

INT. TAXI SET, BACKSTAGE - DAY

TAXI curtain calls. The whole cast takes bows, then runs offstage. Everyone is grinning -- except Andy.

He soberly strolls up to Zmuda.

ANDY I'm gonna quit.

ZMUDA What?!?

ANDY Each show is worse than the next.

ZMUDA Are you nuts?! 40 million people watch you every week!

ANDY So? What do they know?

ZMUDA Absolutely nothing! That's the beauty! (he lowers his		voice) It's credibility. You make them love you... and then later, on your special, you'll screw with their heads!

Hmm?! Andy raises an eyebrow. CUT TO:

INT. MAYNARD SMITH'S OFFICE - LA - DAY

The power office of Maynard Smith, the powerful ABC exec. He shouts into a phone.

MAYNARD I don't care! Travolta signed a	contract, he's a Sweathog for life!... Oh yeah? Just try to sue us.

He HANGS up. His ASSISTANT peeks her head in.

ASSISTANT Sir, they're having a problem down on the Kaufman Special. They say he's not following the... technical requirements.

Maynard is baffled.

MAYNARD "Technical"???

INT. "KAUFMAN SPECIAL" SET, TECH BOOTH - SAME TIME

Andy is in a booth, arguing with a HEAVYSET TECHNICIAN. Zmuda watches and eats a banana.

ANDY It's my show! Now make it roll!

TECHNICIAN NO!

Maynard strolls up, buttoning his suit jacket, irritated as he walks around Little Wendy meditating in front of a ring of candles.

MAYNARD Andy, I hear fabulous things about the Special... (a delicate pause) Eh, I understand we've hit a teeny speedbump?

TECHNICIAN (harried) Yeah, Kid Genius told me to mess with the horizontal hold! He wants the picture to roll!

Maynard doesn't exactly understand.

MAYNARD Show me.

The technician pushes a button. ON THE MONITOR - Andy's image briefly appears.

ANDY (ON-SCREEN) And now... in her television debut, the incredible Chubby Rosalie!!

At that moment, Andy's image starts rolling across the screen, until it disappears into a blur of static...

ANDY (happy) It'll be great. The viewer will think their TV is broken. They'll	get out of their chair, they'll	twist the knobs, they'll hit the TV, but they won't be able to fix it!

Maynard stares at the monitor. The totally indecipherable picture still rolls. A glum pause.

MAYNARD Andy... we don't want the viewer to get out of their chair. They might change the channel.

ANDY But it's funny! It's a practical joke. They'll get frustrated!

Andy beams giddily. Maynard gazes dully, struggling to reason.

MAYNARD Andy... uhh... this network has a	long-standing policy: The viewer must be able to see the program.

ANDY But it's only for thirty seconds!

Beat.

MAYNARD Five.

ANDY Twenty!

MAYNARD Ten.

ANDY Deal.

Both men quickly extend their hands and shake. Maynard nods and leaves.

Beat. Then, Andy pulls out a Handi-wipe and cleans his palm.

A STUDIO PAGE walks over. He has a huge MAIL BAG.

STUDIO PAGE Mr. Kaufman, do you want your mail?

Andy looks up -- and his face lights up like Christmas.

INT. ANDY'S APARTMENT - DAY

Andy's crappy apartment, which looks like a dorm room: Cheap furniture, stained carpet, and a framed photo of the Maharishi. Andy lies on his bed, which is covered with THOUSANDS OF LETTERS. He happily chats on the phone.

ANDY ... Yes, it's Andy Kaufman!... Really! ...I got your fan letter... So you like the show? Your letter said I was silly. Did you think I	was too silly?... Oh good. I'm	glad.

Andy holds a letter which has a GIRL'S SNAPSHOT stapled to it. He is very nervous.

ANDY (cont'd)	It was real nice of you to send your picture, Mimi... 'Cause you knew what I looked like... and now, I	know what you look like!

Andy flips the letter over. He glances at the return address.

ANDY (cont'd) So, um... San Bernardino... (beat) That's just a couple hours away, isn't it...?

EXT. SAN BERNARDINO, DOWNTOWN - DUSK

The sun is setting. In an ugly shopping district, Andy walks along with sexy, wholesome MIMI.

MIMI ... so after I finish junior college, I'll go to work for my dad's accounting firm. Unless, I	decide to live with my friend Valerie, but she wants to move to	Anaheim, and I don't want to do that.

A disinterested beat.

ANDY Oh.

Another beat.

ANDY (cont'd) So do you wanna wrestle?

MIMI Excuse me -- ?

ANDY Do you wanna wrestle? It's a good way of breaking the ice. (pause) That instant physical intimacy really brings two people together.

Mimi is bewildered, and offended.

MIMI What are you talking about?! We just met an hour ago.

ANDY (calm) No no no, it's not sex! I mean -- it can lead to sex... but really, it's just wrestling.

MIMI I don't wanna talk about it!

An awkward silence. They continue walking. She points up.

MIMI (cont'd) The sunset is really beautiful.

ANDY What do you mean?

MIMI (a bit offput) I mean -- uh -- the colors in the sky are so vibrant. I love this time of day.

ANDY (he shrugs dully) I've never understood that. It's	just... getting dark. (pause) But I like you! Hey! Why don't we	fill the car with gas, drive to Tijuana, and GET MARRIED???

ANGLE - MIMI

Fear. She shivers, then hoarsely speaks.

MIMI I think I wanna go home.

CUT TO:

INT. ABC CONFERENCE ROOM - LA - DAY

George screens Andy's TV Special for Maynard and his team. The network execs look constipated.

ON THE TV - Andy speaks tenderly, lovingly to Howdy Doody. ANDY (ON TV) You know... I was once in your gallery. I was just sitting there and I wanted to touch you. I was kind of depressed because I could see what everyone was like, and I	was wondering if, now, maybe I	could... touch you.

Very gently, Andy touches Howdy's cheek and starts weeping.

THE EXECS -- are horrified.

ANDY (ON TV) (cont'd) Howdy, I've been watching you ever since I was a little boy... (choked up,   nervous) You're the first friend from television I ever had. I always wanted to meet you... and now ...I finally am.

EXEC #2 This is NOT funny.

EXEC #3 (ominous) "Artsy Fartsy shit"...

GEORGE (worried at this				response) No... eh, the Special isn't all like this... just wait... it will be hysterical.

At that moment, the picture turns to FUZZY SNOW. Maynard scowls.

MAYNARD Christ! We're the Number One Network -- can't we afford decent TVs?!

Maynard angrily jumps and POUNDS on the TV. BANG, BANG! George winces -- then mutters awkwardly.

GEORGE No, um... it's part of the snow.

An awful beat.

Maynard is embarrassed. Finally -- he explodes.

MAYNARD Tell Kaufman we will NEVER air this program!!

INT. JERRY'S DELI - NIGHT

A delicatessen. Andy wears an apron and angrily cleans tables. He stacks dirty dishes and wipes up the food. Two BLUE COLLAR GUYS gesture from a booth.

BLUE COLLAR GUY 1 Excuse me, could I please have more coffee?

ANDY Yeah, yeah, in a sec'. (he lugs the dishes		to the kitchen) That was decaf, right?

The guy nods. Andy hurries over with the coffeepot and starts pouring.

BLUE COLLAR GUY 1 You know, you look just like Andy Kaufman.

ANDY Yeah, I get that all the time.

Andy hurries off. The guy's buddy leans in, whispering.

BLUE COLLAR GUY 2 I'm telling you, it's him.

BLUE COLLAR GUY 1 You wanna bet?? If that was him, he	wouldn't be workin' here, pouring my coffee!

NEAR THE KITCHEN

Andy dumps out wet coffee grounds. He is sweating. In the b.g., George enters the restaurant. He sees Andy, sits at a table and YELLS OUT.

GEORGE Hey! Could you clear this table and bring me a piece of poundcake?

Andy turns. They stare down each other.

GEORGE (cont'd) Andy, this is ridiculous. Take off that apron.

ANDY (infuriated) NO! I'd rather work here, than at ABC. There's no lying in a	restaurant. They don't promise you a job as a cashier, then suddenly make you a frycook!

Andy hurries off with a water pitcher. George chases him. GEORGE Look, I'm sorry. They're assholes! But we work in a creative business. You can't predict what people are gonna like --

ANDY The ONLY reason I did Taxi was so I	could have my own Special!

GEORGE (trying to calm him) Tell you what. I'll book you on	some concerts, and meanwhile, we'll show the Special around... see if	somebody wants to buy it --

ANDY (bitter) Yeah, we can have a garage sale. "Hey look, I got a floor lamp and a	network TV Special for only fifty	cents!"

A glum moment.

Andy fills water glasses.

ANDY (cont'd)	How long is left on my Taxi contract?

GEORGE You signed for five years -- (awkward) So four years, seven months.

ANDY (he looks up) Okay... I'll go back. But just let them know, first they ain't gettin' Latka. They're gettin' Tony!

CUT TO:

EXT. TEXAS A&M COLLEGE AUDITORIUM - NIGHT

A marquee says "TEXAS A&M PRESENTS - ANDY KAUFMAN"

Inside, a ROAR of APPLAUSE surges.

INT. COLLEGE AUDITORIUM - SAME TIME

Andy is walking onstage. The excited CLAPPING swells. He's a gigantic presence to these people.

Andy smiles and bows.

ANDY Thank you. It's great to be here. We're going to have a very nice time. We'll sing some songs -- SORORITY GIRL DO LATKA!!

Andy reacts, perturbed. He struggles to stay composed.

ANDY Uh, we'll play with puppets --

DRUNKS IN UNISON LATKA! LATTTTKAAAA!!!

Andy scowls. Then -- he loses it.

ANDY Excuse me one moment.

Andy angrily hurries offstage.

INT. COLLEGE AUDITORIUM, BACKSTAGE - NIGHT

Zmuda is with the congas and props. Andy runs up.

ANDY Give me the book.

ZMUDA (startled) No! Andy, don't do it --

ANDY They're asking for it.

Andy fiercely GRABS a small book from Zmuda. Zmuda cringes.

INT. COLLEGE AUDITORIUM - NIGHT

Andy strides back out. He gazes at the crowd.

ANDY Since you're such a special audience... I'm going to reveal, for the first time ever, the real me. (he goes into a		CLIPPED BRITISH		ACCENT) I'm actually British. I was raised in London and educated at Oxford. And though I dabble in clowning, I	do find it so boorish. So... American. (beat) I prefer the fine arts. Henceforth, tonight, I'd like to grace you with a reading of the greatest novel ever written! (he holds up the		book) "The Great Gatsby", by F. Scott Fitzgerald!!

BEAT.

Heh? The crowd isn't quite clear if this is good or bad. A confused murmur. ANDY (BRITISH) (he cracks open the		book) Chapter One. (he starts READING) "In my younger and more vulnerable	years, my father gave me some advice	that I've been turning over in my	mind ever since. 'Whenever you feel	like criticizing anyone,' he told	me, 'just remember that all the	people in this world haven't had the	advantages you've had.'"

There's a little NERVOUS LAUGHTER. Is he really gonna read this?

ANDY (BRITISH) (cont'd)	"He didn't say any more, but we've	always been unusually communicative	in a reserved way, and I understood	that he meant a great deal more than	that..."

Suddenly, somebody from the audience screams:

FRAT BOY IN AUDIENCE LATKA!!!

The audience ROARS approvingly. Andy stops reading and looks at the student. He smiles.

ANDY (AS LATKA) Tank you veddy much!!!!

The audience APPLAUDS enthusiastically. Andy waits until the applause dies and goes back to the book.

ANDY (BRITISH) "When I came back from the East last	autumn, I felt that I wanted the	world to be in uniform and at a sort	of moral attention forever; I wanted	no more riotous excursions with	privileged glimpses into the human	heart..."

People start BOOING. Andy looks up.

ANDY (BRITISH) (cont'd) Please, let's keep it down. We have a long way to go. (he resumes reading) "Only Gatsby, the man who gives his	name to this book, was exempt from	my reaction - Gatsby, who	represented everything for which I	have an unaffected scorn..."

The crowd is incredulous. INT. COLLEGE AUDITORIUM - LATER THAT NIGHT

ANDY (BRITISH) Chapter Two.

The crowd is horribly bored.

INT. COLLEGE AUDITORIUM, BACKSTAGE - NIGHT

The clock says 11:30. The PROMOTER glares at Zmuda.

PROMOTER Is he ever going to stop?

ZMUDA (dour) Sure. When he reaches "The End."

INT. COLLEGE AUDITORIUM - LATER THAT NIGHT

People are streaming out. Maybe fifty are left. Andy realizes this -- but is committed. He must continue.

ANDY (BRITISH) "Tom was evidently perturbed at	Daisy's running around alone, for on	the following Saturday night he came	with her to Gatsby's party. Perhaps	his presence gave the evening its	peculiar quality of	oppressiveness..."

A weak VOICE feebly shouts:

WEAK VOICE Do Latka.

Andy looks up, shocked. Insulted, he "blows his temper."

ANDY (BRITISH) Look! I don't have to tolerate this impoliteness! Forget it -- I'm	gonna stop the show. GOODBYE!

He slams the book shut. People CHEER. Andy starts to storm off -- then turns.

ANDY (BRITISH) (cont'd) No, no, I'm only fooling.

The audience GROANS.

ANDY (BRITISH) (cont'd) I'll tell you what. Would you rather have me continue reading or	would you like to hear the phonograph record?

The audience ROARS for the record. Andy smiles, puts the needle on and to everyone's horror more "Gatsby" comes out. ANDY (BRITISH-FROM THE RECORD) "His presence gave the evening its	peculiar quality of oppressiveness -	it stands out in my memory from	Gatsby's other parties that	summer..."

DISSOLVE TO:

INT. COLLEGE AUDITORIUM - LATER THAT NIGHT

There are six people left in the audience. Andy reads on.

ANDY (BRITISH) "Tomorrow we will run faster,	stretch out our arms farther... And	one fine morning - So we beat on,	boats against the current borne back	ceaselessly into the past."

Andy somberly shuts the book.

ANDY (BRITISH) (cont'd) The End.

A moment of quiet personal euphoria. Andy looks enraptured, the man who has just climbed Everest.

A pause -- but no applause. It's dead silence. Andy looks out... and realizes the few audience members are asleep.

Andy shrugs, then shuffles off-stage.

In the wings, Zmuda snores loudly in a folding chair.

EXT. COLLEGE AUDITORIUM - DAWN

Andy and Zmuda walk out, Zmuda squinting groggily. They drag the suitcase containing the props. They walk slowly towards their rental car, the campus totally deserted.

ZMUDA Nobody likes anarchy more than me... but this is science fiction!

Andy nods uncomprehendingly.

ANDY Let's get some breakfast.

CUT TO:

INT. SHAPIRO/WEST - DAY

George is yelling at Andy and Zmuda. They are seated on his couch, heads bowed in shame.

GEORGE What kind of show was this??! (angrily reading off		a LIST) There were three-hundred walkouts! The promoter wants a refund!

Andy mumbles in a pipsqueak whimper.

ANDY I'm sorry, George...

GEORGE You're DAMN RIGHT you're sorry! (turning on Zmuda) And you -- you're the road manager! You should be watchin' out for him!

ZMUDA (a guilty sigh) We might have lost our focus...

George paces furiously.

GEORGE When you play the Midwest and South, you DON'T MINDFUCK THESE PEOPLE! It's not postmodern -- it's rude. (beat) If you wanna perform in Texas, you give 'em Mighty Mouse! You give 'em Elvis!!

ANDY But George, I like to push the boundaries...

GEORGE And that's great. But do it in LA and New York! There you experiment! Show up with a sleeping bag and take a nap on stage! I don't care!

Hmm. Andy thinks.

ANDY How long would they let me sleep?

GEORGE I don't know! (he composes himself		and lowers his voice		to a hush) Andy... you need to look inside: Who are you trying to entertain? The audience... or yourself?

ANGLE - ANDY

He doesn't know the answer.

CUT TO:

INT. SHAPIRO/WEST, BATHROOM - DAY

Andy is manically washing his hands. Using liquid soap from the dispenser, then rubbing his hands under the water. Then more liquid soap. More rubbing. Then more liquid soap...

INT. SHAPIRO/WEST - DAY

George sighs at Zmuda.

GEORGE I'm worried about Andy. His stress level is affecting his work.

ZMUDA (he thinks) Isn't Tony Clifton going on Taxi soon? Maybe that'll chill him out.

GEORGE Bob, Andy needs to RELAX. See if you can get him away from all this. Take him to Hawaii, or Bali... Find something special. Something nice...

Zmuda mulls this over.

CUT TO:

EXT. MUSTANG RANCH, NEVADA - DAY

A tattered sign says "Welcome to the MUSTANG RANCH." The world-famous whorehouse sits behind a barb-wire fence. Dusty connected trailers sit in the sand.

A CAR idles out front. Zmuda and a scared Andy sit inside.

ANDY I dunno about this... (worried) What will my mother think?

ZMUDA She'll say, "Now my son is a man."

ANDY It's so dirty.

ZMUDA Nah. The girls sponge off between johns.

Andy nods.

ANDY Okay.

INT. MUSTANG RANCH - DAY

The reception room -- wood paneling and black-lite posters. Music is playing. Twenty deadpan HOOKERS are lined up. Andy, nervous as a high school kid, points at one... then another... then the first... ZMUDA Which one?

Beat -- then Andy becomes GERMAN, with a monocle and stiff walk.

ANDY (GERMAN) I vill haf both! I vill haf dat fraulein... unt... the vun vith the big strudels!

The two chosen girls take Andy's hands and lead him off. He reaches the door -- then gives Zmuda a nervous look. Zmuda smiles reassuringly. Andy gulps, and goes in...

Beat. Zmuda turns to the older, jaded MADAM.

ZMUDA This is a big day. It's my friend's	first time with a prostitute.

MADAM (mocking) What're you talking about? Andy comes here almost every weekend.

Zmuda's jaw drops, stupefied.

ZMUDA You're talking about... Andy?

MADAM Oh, he doesn't always call himself that. Sometimes he's Tony, and wears a tux.

Disbelief -- then Zmuda LAUGHS sharply. He's been conned.

INT. MUSTANG RANCH, BEDROOM - DAY

Andy and the two hookers are WRESTLING. They grapple and roll around, all three of them in their underwear.

Suddenly Andy flips the girls over and pins them with his arms.

Breathing hard, he stares down.

ANDY You let me win.

HOOKER (she giggles sexily) What if we did...?!

Andy grins and leans down...

ANDY Hey. If I give you three-hundred dollars, will you come to LA and help me destroy a TV show?

CUT TO:

INT. TAXI SET, REHEARSAL ROOM - DAY

The Taxi cast sits irritably around a big table, holding scripts. Ed Weinberger enters.

TONY DANZA Where is he?

ED He just arrived.

CAROL KANE He's an hour late.

ED Look, I'm told this Clifton guy is a	little eccentric. You're all just gonna have to roll with the punches this week.

Suddenly -- the door SLAMS open. Tony bounds in, filthy drunk, clutching a bottle in a brown bag.

TONY CLIFTON Taxi! Laxy! Just the factsy, Maxie! Them's all the words that rhyme with taxi!... Right, girls?

Little Wendy and the Hooker sashay in, dressed as tarts. Tony feels them up, and they SQUEAL. The cast stares in horror.

TONY CLIFTON (cont'd) Eh, why the blue faces? You musta read the script! (he chuckles) Well, don't worry! Your pal Tony stayed up all night, writin' some fixes on it. (he pulls out some		SCRIBBLED PAGES) I added me a musical number, cut out Judd Hirsch, and changed the location to Mardi Gras!

Ed's expression goes ashen.

CUT TO:

INT. TAXI SET - LATER THAT DAY

An attempted rehearsal. Tony is tap-dancing on top of a car hood. He does a "fancy" move, and his booze bottle suddenly flies away and CRASHES against the wall.

The cast watches, pissed and bored.

TONY CLIFTON And now, the new theme song! (he starts SINGING) "Oh yes, we drive a taxi,	 And we're havin' fun.	 Yeah, we work together,	 And we get the freakin' job done."

INT. TAXI SET, TECH BOOTH - DAY

Beleaguered Ed sits with George.

ED George, we've lost two days. Filming is on Friday. We HAVE to let him go!

GEORGE (worried) I'm not sure how Andy's gonna take this...

ED So we'll go downstairs and tell him!

He points at Tony, swaggering around on the set. George shakes his head.

GEORGE But that's Tony down there. That's	not Andy. Trust me, it's like "Sybil" -- Andy's nowhere on the premises!

Ed glares.

ED Well whoever the fuck that is, I'm	firing him!

GEORGE (he sighs) Okay. But we'll have to warn Andy first. I think he's up in San Francisco, doing a concert.

Heh? Ed raises his eyebrows.

CUT TO:

INT. TAXI SET, TECH BOOTH - SECONDS LATER

George is on the phone. Ed hovers.

GEORGE (INTO PHONE) Hi, Diane, this is George. I'm	trying to reach Andy up in San Francisco. (a stilted pause) Yeah, I'll wait.

Ed glances down at the stage... and suddenly Tony is no longer there. He's magically vanished.

Beat.

George turns on the SPEAKERPHONE, then CLICK! Andy's happy voice pops on the line.

ANDY (V.O.) Hi, George! Good to hear from you!

GEORGE Hi, Andy. How's the weather up there?

ANDY (V.O.) Oh, you know the Bay Area! Always foggy!

Ed looks totally off-balance. George winks at him.

GEORGE I'm here with Ed over at Taxi. There's been some trouble with Tony.

ANDY (V.O.) Oh no! Did he get hurt?

ED No, no, Andy, nothing like that. (nervous beat) But... Tony's not fitting in. His style of performance is too... burlesque.

INTERCUT:

INT. TAXI SET, ANDY'S DRESSING ROOM - DAY

Tony is on the phone. Little Wendy is busily refilling his whiskey bottle with canned ice tea. He looks up, insulted.

TONY CLIFTON (AS ANDY) "Burlesque"?

BACK TO:

INT. TAXI SET, TECH BOOTH - DAY

ED Andy, I'm calling you up like this because I have the utmost respect for your artistry. But -- I need your permission to fire him.

ANDY (V.O.) Oh dear! (upset) George, this is gonna kill Tony. He's waited his whole life for this break.

GEORGE There'll be other shots.

ED Andy, I have to do it. He's a	terrible actor.

Andy thinks about this.

ANDY (V.O.) I guess I understand. But Ed -- please... let him down gentle.

ED Yes, Andy, I will.

Andy hangs up. A relieved Ed turns to George.

ED (cont'd) Thank you.

CUT TO:

INT. TAXI SET - LATER THAT DAY

Tony SCREAMS insanely.

TONY CLIFTON FUCK YOU! I AIN'T GOIN'!!

WIDE

Ed is stupefied. The cast stands nervously behind him.

ED We had a deal!!

TONY CLIFTON I don't know what yer talkin' about. You musta talked to someone else --

ED Yeah!! I talked to Andy Kaufman!

TONY CLIFTON I don't know nothin' about no Kaufman. He's been ridin' my coattails, smearing my reputation. Been usin' my good name, to get places.

Ed is livid. He gazes harshly at Tony -- Tony's burning eyes piercing through the rubber features.

ED Get off my stage! You're fired!

TONY CLIFTON I GOT A CONTRACT!! I'm gonna take you to the DEPARTMENT OF LABOR!

Suddenly -- FLASH! Ed looks over. A REPORTER has a camera.

ED Who're YOU?!

REPORTER I'm from the LA Times. We're doing a little puff piece on Mr. Clifton. (beat) Mr. Kaufman arranged it.

UP IN THE BLEACHERS - George enters. He looks down at the growing debacle, and winces. Uh-oh.

ONSTAGE - Enraged, Ed blows up.

ED Security! Escort this man off the lot!!

ONSTAGE - Studio SECURITY GUARDS run over. They GRAB Tony.

TONY CLIFTON Stop! GETCHER HANDS OFF ME!

Tony scuffles. The camera FLASHES.

TONY CLIFTON (cont'd) LEMME GO! I'M A BIG STAR!

IN THE BLEACHERS - George stares at this mess... and starts giggling.

ONSTAGE - Two guards drag Tony to the door.

TONY CLIFTON (cont'd) You'll be SORRY! One day I'm gonna OWN this town!!

Tony SCREAMS and gets removed. Dead silence. Then --

ED I don't want those pictures getting out.

SECURITY GUARD (to the reporter) This is a closed set. You'll have to give me the film in that camera.

The Guard reaches for the camera. An uncertain moment... until Zmuda authoritatively cuts in, from out of nowhere.

ZMUDA I'll take care of this.

Zmuda takes the camera. He casually starts to make his way for the exit... when Ed suddenly HOLLERS.

ED Wait -- he's one of THEM!

Zmuda gasps. Two guards go running for him.

Zmuda barrels away, trying to escape. The guards chase. Zmuda races by George, and suddenly palms off the camera into George's arms. The guards whip by, oblivious.

George grimaces, unclear about his loyalties. He sweatily peers at the timebomb in his hands.

And then -- George thrusts it under his jacket. He bolts for the door and feverishly scampers out.

EXT. PARAMOUNT LOT - DAY

George runs for his life. He knocks aside a rack of costumes and serpentines between people.

At the gate, Tony's being dragged, kicking and screaming.

TONY CLIFTON Stop! HELP! You wouldn't do this to Wayne Newton --

The guards toss Tony out the gate. He lands in a heap.

In the b.g., George crazily flies by. He gets out the exit.

EXT. PARAMOUNT LOT, OUTSIDE THE GATES - DAY

George doubles over, trying to catch his breath. He glances down... and Tony is lying next to him. Little Wendy and Zmuda run up, out of breath.

They all look at each other. There's a moment of understanding.

TONY CLIFTON Hey. Good hustlin'.

George slowly smiles.

INT. TAXI OFFICES - SAME TIME

Ed storms in, insanely angry.

ED That asshole! That FUCKING BASTARD!! (he SLAMS the door		behind him) We had a fuckin' deal, and THAT COCKSUCKER SHAFTED ME!!

Ed is seething. His SECRETARY timidly speaks.

SECRETARY Um, Ed... you have a phone call --

ED I'M NOT IN!

SECRETARY Well, um... it's Andy Kaufman...

Heh??! Shaking with fury, Ed stares at the telephone... then slowly picks it up.

ED Yeah???

A long pause... then Andy's voice calmly speaks.

ANDY (V.O.) You were brilliant.

A flabbergasted beat.

ED Huh?

ANDY (V.O.) You were in the moment. You became a producer losing his mind. (sincerely joyful) It was the best improv I've ever seen.

TIGHT - ED

He thinks intently about this. And then... amazingly, a magnificent smiles comes over his face.

ED Well -- thank you.

Pause.

ANDY (V.O.) Okay. See you next week.

Andy hangs up. Ed just sits there, astounded.

CUT TO:

INT. LA HEALTH FOOD RESTAURANT - NIGHT

Andy, Zmuda, George and Little Wendy are squeezed in a booth, laughing and celebrating. They eagerly read the LA Times.

INSERT - The headline says "WHO IS TONY CLIFTON?" Below is a PHOTO of Tony being thrown off the Taxi set.

They all HOWL.

ANDY This is great! It makes Tony REAL - - three-dimensional! It's very good for his career.

Zmuda reads one paragraph.

ZMUDA "Was this in actuality Andy Kaufman?	And if it was Andy Kaufman, is Andy	Kaufman crazy?"

ANDY (he chortles) Boy, they totally fell for it! I'm	only acting crazy!

Hmm. A few awkward glances.

Then -- Andy grins at his meal.

ANDY (cont'd) Boy, this is tasty. (he shouts to a		WAITER) Hey, can I please have some more seaweed?!

CUT TO:

INT. BOOKER'S OFFICE - DAY

A slick BOOKER, sitting in a crowded office full of head shots. He's on the phone. He's reading the LA Times story.

BOOKER Mr. Shapiro, this is Gene Knight, up at Harrah's Tahoe. We'd like to book Andy Kaufman for our showroom.

INTERCUT:

INT. SHAPIRO/WEST - DAY

George on the phone.

GEORGE Ehh -- Andy doesn't really like playing casinos. The audiences don't work well for him.

BOOKER (O.S.) Oh.

Disappointed beat. The booker thinks.

BOOKER (O.S.) (cont'd) What about Tony Clifton?

GEORGE (startled) Really?! You want Tony Clifton to headline Harrah's Tahoe??

BOOKER (O.S.) (being tricky) Eh, sure. We're trying to expand our audience base -- and I know the college kids really love Andy Kaufman.

George winces.

GEORGE Look -- I gotta be clear with you. Tony Clifton is NOT Andy Kaufman.

BOOKER (O.S.) Yeah, yeah, yeah. I know! (he LAUGHS merrily) Wink wink! Nudge nudge!

GEORGE (frustrated) No, I'm serious. If you book Tony, do NOT EXPECT TO GET ANDY.

BOOKER (O.S.) (LAUGHING harder) I'll take my chances!!

George rolls his eyes in annoyance. Finally, he shrugs.

GEORGE Fine, be my guest! Book him.

CUT TO:

EXT. SUNSET BLVD - DAY

George is driving in his convertible. Suddenly, something catches his eye -- and in shock he HITS the brakes. Three cars behind him SCREECH crazily, trying not to hit each other.

George is oblivious. He's staring up at a BILLBOARD. The BILLBOARD: It says "HARRAH'S TAHOE PRESENTS, ANDY KAUFMAN & TONY CLIFTON! TOGETHER ON STAGE!  ONE NIGHT ONLY!"

George is flabbergasted.

EXT. SUNSET BLVD, PHONEBOOTH - DAY

George is shouting into a payphone.

GEORGE Gene, you misunderstood!! You're not getting BOTH of them! (upset) It's physically impossible!

BOOKER (O.S.) Why's that? You said over and over and over, Tony Clifton is not Andy Kaufman --

GEORGE Yeah, I KNOW what I said! But -- trust me, it's not gonna happen!

BOOKER (O.S.) Sure it is. Tony called me himself. He yelled at me, insisting that his dressing room be bigger than Andy's.	They're both going on tonight, believe me!

George is stupefied. He looks at his watch.

CUT TO:

EXT. LAKE TAHOE - DUSK

Magnificent HARRAH'S dominates the skyline. The marquee blares "TONY CLIFTON AND ANDY KAUFMAN!" George screeches up in a rental car. He jumps out and runs inside.

INT. HARRAH'S SHOWROOM - NIGHT

The showroom is packed. It hums with curiosity. WAITERS clean off the dinner tables. George rushes in and is seated in a far booth, with some STRANGERS. He overhears a heated conversation between a PUSHY MAN and his WIFE.

PUSHY MAN You're not listenin'! It's a VERY simple concept.

WIFE OF PUSHY MAN You're making no sense. How can they be the same person --?

PUSHY MAN Trust me! You'll never see them on stage at the same time!

The onstage ORCHESTRA hits a fanfare. LIGHTS DIM. Sharp SPOTLIGHTS meet at the foot of the stage. Suddenly -- Tony swaggers out, hands over his head in a gesture of triumph.

Thunderous APPLAUSE. Tony beams. The music stops.

George leans in, curious as to how Andy will wiggle out of this.

Tony bows theatrically, turns back to face the orchestra, and waits. The NOISE LEVEL slowly drops -- but not entirely. Tony waits, and waits, and waits... until suddenly he turns towards the audience and SCREAMS FURIOUSLY.

TONY CLIFTON SHUT UP!!!!!!

Everybody looks up, alarmed. The general murmur almost dies. Tony stands there, eyes flashing with anger at all the unruly people. As they quiet down... Tony turns back to the orchestra and raises his arms. The MUSICIANS lift their instruments. Silence is total -- except for the clank of china.

Waiters are serving coffee.

Tony spins back around, livid.

TONY CLIFTON (cont'd)	THAT APPLIES TO YOU, TOO, PENGUINS!!!

People signal "shh"! The waiters realize Tony's addressing them, and they stare back in disbelief! This is their job!

TONY CLIFTON (cont'd) Yeah! Yeah! YOU! I'm talkin' to YOU!! And you better freeze, or I'll get your asses fired!!!

Tony's outburst is so commanding that they all freeze. The waiters stand there like statues, staring in terror.

Satisfied, Tony burns back to the orchestra and raises his arms. Again, the musicians lift their instruments. In anticipation of loud music, the waiters start moving about. Audience members start whispering. Tony hears this -- and drops his arms and head in despair.

The musicians lower their instruments. Tony waits for absolute silence. Only then does he signal the musicians to get ready again. They do. And then at that precise moment -- somebody DROPS a spoon. Tony jolts, as if hit by a current. He drops his hands again, turns, and gives the perpetrator a murderous look. Then he turns again, lowers his head, and waits. And waits. And waits.

The man at George's table WHISPERS to his wife.

PUSHY MAN He's never gonna start! Kaufman thinks this is funny! (beat) We've paid forty bucks for a show that's never gonna start!

George grins stupidly. The silence is now deafening. Slowly, very slowly, Tony raises his arms. Slowly... the musicians get their instruments ready. Tony stands there, and stands, and stands, waiting for something... anything... to disturb the silence. In vain. Somebody COUGHS. The whole scene repeats itself.

Finally -- finally -- Tony is surrounded by total silence. Then, (only a moment before the length of this scene would become unbearable), he begins to move. Tony pivots around, looks at the audience...

And the entire room looks like Tussaud's Wax Museum. Tony starts LAUGHING hysterically. The audience's reaction is mixed:

Some people LAUGH. Some BOO. Some ask perplexed questions. Some SCREAM OBSCENITIES. Some even APPLAUD.

Tony is very happy. He turns to the orchestra, raises his baton -- and commences the downbeat! The MUSIC BEGINS.

A SPOTLIGHT hits the wings... and then ANDY STRIDES OUT.

George's jaw drops.

WIFE OF PUSHY MAN You see! I told you! They're not the same person!

The whole audience BURSTS INTO APPLAUSE. Life is back to normal. Andy bows shyly and takes his place in front of a prepared row of congas. He starts to play.

Tony Clifton grabs the microphone.

TONY CLIFTON Thank you! Thank you! I wrote this tune for my friend Frank Sinatra. He had a nice little success with it... but forgot to thank me on the album.

He starts to BELT "I Gotta Be Me".

George squints his eyes, trying to figure out who this is.

TONY CLIFTON (cont'd)	"Whether I'm right	 Or whether I'm wrong	 Whether I find a place in this	world	 Or never belong!	 I gotta be me! I gotta be me!	 What else can I be, but what I am?"

Tony's singing is awful. Andy happily accompanies on congas. The audience doesn't know what to think.

Tony's SINGING reaches the end... aggressive and off-key.

TONY CLIFTON (cont'd)	Let's bring it on home -- (he hits his		screeching CLIMAX) "I GOTTA BE MEEEEEE!"

The BAND ends with a brassy punch. The crowd responds with LOUD BOOING.

CUT TO:

INT. HARRAH'S, BACKSTAGE - LATER THAT NIGHT

George wanders the corridor, looking for the dressing rooms. He turns and finds a door marked "KAUFMAN". Next to it is a door marked "CLIFTON".

George stares. He thinks, then opens the "KAUFMAN" door.

Andy is inside alone, gathering his things. He's pleasantly surprised to see George.

George doesn't enter. He goes to the "CLIFTON" door. Andy follows. George opens the mystery door...

INT. HARRAH'S, CLIFTON'S DRESSING ROOM - NIGHT

and inside, taking off the rubber Tony makeup, is Zmuda.

George starts hyperventilating. Shaking, he tries to sit himself down. Andy enters, beaming. George is amazed.

GEORGE You're so proud. You're like some retarded kid comin' home from school: "Look, Dad, I got an F!"

ANDY But wasn't it funny?

GEORGE "Funny"? I dunno. But "intriguing"... "mindboggling"... perhaps "headache-inducing"... sure. (softening) Like, that moment, when you both came onstage...

Andy excitedly jumps up and down.

ANDY Uh-huh! See, with all these articles, people think they're insiders. They see Tony Clifton, and they say, "Ah, that's really	Andy Kaufman." But that spoils it. So NOW, Tony denying being me is the truth! Tony's not me! But maybe he is! The audience will never know... (giddy) They'll think they're laughin' at me	-- but actually I'll be laughin' at	them, because they're wrong and I'm	right!

George is dazed.

GEORGE So you've got this big elaborate joke, which is really only funny to two people in the universe. (dry) You... and you.

ZMUDA Sure! But WE think it's kickass! Now I get to be Tony. I get to dump the glass of water on someone else's	head!

GEORGE (he turns serious) But what's the POINT? How will any of this make you the biggest star in the world?

Hmm. Andy contemplates this.

ANDY George... I'm at a stage where the audience expects me to constantly shock them. But short of faking my	death, or setting the theater on fire, I don't know what else to do. (thoughtful) 'Cause I've always got to be one step ahead of them.

GEORGE But I feel you're extending this philosophy to real life. It's	obsessive. Nothing's ever on the level anymore.

A perplexed beat.

ANDY George, it never was. (pause) Didn't you know that?

CUT TO:

INT. ANDY'S APARTMENT - NIGHT

Arnold Schwarzenegger, in his glory days as a body-builder, on the cover of a magazine. Magazines are everywhere. Body- building. Women's. Wrestling.

ANDY is sifting through them. Zmuda watches, worried.

ANDY Look at this! An evil Russian! Ooo, here's an evil Nazi -- he likes to fight dirty! Hey, here's an evil Japanese guy!

ZMUDA What is this, World War Two...?

ANDY You know, I always wanted to be a	bad-guy wrestler...

ZMUDA No offense, pal, but I just don't	think you're built for it. These he- men'll kick your ass!! They're huge!

Andy's face drops. He realizes Zmuda's right.

Beat -- then Andy notices an issue of Sumo Magazine, with a picture of a wrestler and his cute little fiancйe on the cover. He slowly lifts it up, intrigued.

ANDY Maybe I'll pick on someone smaller than me...!

INT. MERV GRIFFIN SHOW - DAY

CLOSE UP on Andy and Merv Griffin. Andy wears a goofy wrestling outfit that resembles thermal underwear. He is shouting like a wrestler.

ANDY ... And I vow to continue wrestling until I am BEA TEN, in a three- minute match, with my shoulders pinned to the mat!!

MERV (nonplussed) By a woman.

ANDY Yes! BY A WOMAN! (emphatic) I'm doing this because I feel that a	woman cannot beat a man in wrestling. Even if they train with weights... it requires a certain mental ability -- (a clumsy pause) And, uh -- I just don't feel they have that...

The audience MURMURS uncomfortably. Andy laughs and backpedals.

ANDY (cont'd) No no! Women are superior in many ways. When it comes to cooking and cleaning, washing the potatoes, scrubbing the carrots, raising the babies, mopping the floors, they have it all over men. I believe that!

An appalled silence.

Merv winces. Some people start BOOING. We can tell Andy is pleased.

ANDY (cont'd)	But when it comes to wrestling, forget it! If there's a woman that can prove me wrong, come up here. I'll shut my mouth and pay her 500 dollars.

Merv baitingly turns to the crowd.

MERV Any... volunteers...?

WIDE

All the WOMEN'S hands angrily shoot up!

We move through the crowd, finally picking out... a feisty woman, LYNNE. She mutters, half hateful, half laughing --

LYNNE I wanna kill that jerk.

CUT TO:

INT. MERV GRIFFIN SHOW - MINUTES LATER

Andy and Lynne stand in the ring. She scornfully watches him preen about. Zmuda is in a referee's uniform.

ZMUDA (AS REFEREE) Will you please shake hands, go to	your corners, and come out wrestling.

Lynne extends her hand. Andy fakes a shake -- then snidely refuses and struts away. The crowd HISSES.

DING! It's the bell. The match begins. Lynne barrels at him, craving a victory, but terribly unprepared for this experience. Andy immediately grabs her by the legs and flips her over.

WHUMP! She's down. Andy has trained for this.

Zmuda gets on his knees, watching, trying to look official. Lynne struggles and slithers away.

She grabs Andy's arm and forces him down. People CHEER. His torso hits the mat. LOUDER CHEERS. But suddenly he rolls over and pulls her hair! Her head snaps back. The crowd is INCENSED. Zmuda hurries over and pantomimes a stern warning.

Andy nods, and they separate. They do a little dance around the ring, Lynne looking for a hole. Suddenly, Andy spins her into a Half-Nelson. Her arms are pinned. They struggle, then he throws her down on her stomach. One! Two! Three!

And DING! It's OVER. Andy jumps up and sneers at the crowd.

ANDY I'm the winner! I've got the BRAINS! (he points at his		head) Now baby, don't fight nature! Get back in the kitchen where you belong!!!

Lynne glares.

Out of the blue, and old RECORDING OF BOUNCY PIANO MUSIC starts playing. A chicken CLUCKS to the music, and Andy lip- syncs along, doing an obnoxious cock o' the walk around the ring.

INT. MERV GRIFFIN SHOW, BACKSTAGE - LATER THAT DAY

Lynne is escorted by a GUEST COORDINATOR. Lynne is dazed. The Coordinator hands her a bunch of crap.

GUEST COORDINATOR Here's your complimentary photo with Merv. Here's your Turtle Wax --

LYNNE I don't need Turtle Wax.

GUEST COORDINATOR Every guest of Merv gets it. And here's your dinner-for-two voucher at Red Lobster.

Lynne takes her junk and hobbles off. She passes Andy, who sees her and grins.

ANDY Gosh, you scored! Look at all those goodies!

LYNNE Buzz off. Go patronize somebody else.

Lynne coldly hurries away. Andy chases after her.

ANDY Hey, I hope you didn't take that stuff I said seriously. It was just part of the show! (eager to impress) It's like the old days, when a	carnival barker would try to rile up the crowd.

LYNNE Oh. So you were just pretending to be an asshole.

Andy nods, pleased.

ANDY It's what I'm good at!

Lynne stares -- then begrudgingly cracks a smile.

CUT TO:

INT. GOLD'S GYM - DAY

Jumbo-sized BEEFY MEN work out, sweating and groaning. In a corner, Andy lifts huge barbells. George stares, pained.

GEORGE Merv Griffin has received 2000 pieces of hate mail. Andy, Merv Griffin doesn't GET hate mail.

ANDY That means it was a success. I woke up the audience -- like punk rock! (he hands him a		BARBELL) Here, take this.

GEORGE No, I'm not gonna take it. If I	take it I'll break my back.

He crosses his arms. Andy frowns and lowers the weight.

GEORGE (cont'd) Buddyboy, they detest you! Next time you make an appearance, women are gonna picket.

ANDY They're having a laugh...

GEORGE WRONG! You haven't given them any clues that it's a parody!

ANDY That's because they've only seen it once. But I'll do it again, and again, and AGAIN... (a maniacal grin) They'll catch on!

CUT TO:

INT. WRESTLING RING

MONTAGE OF WRESTLING MATCHES:

MATCH 1 - Andy throws a FAT WOMAN to the ground.

MATCH 2 - Andy squeezes a SMALL WOMAN in a headlock.

MATCH 3 to MATCH 20 - Andy throws an ITALIAN LADY from the ring. He then proudly waves a phony plastic belt over his head.

ANDY I am the Intergender Wrestling Champion of the World!!!

The crowd BOOS in disgust.

CUT TO:

INT. MOVIE THEATER - DAY

ANDY is at the box office, buying tickets.

ANDY Two, please.

Two tickets jump out of the machine.

EXT. MOVIE THEATER - DAY

ANDY is standing in front, waiting. A CAB stops and out steps -- Lynne.

ANDY Hi...

LYNNE Hi... am I late?

ANDY No, I'm sure we'll be fine.

Andy gives Lynne her ticket. They enter the theater.

INT. MOVIE THEATER - DAY

Andy hurries up to the candy counter.

ANDY Popcorn?

LYNNE No thanks.

ANDY I really want one. (at the counter) One large tub of popcorn, please, extra butter.

The CANDY GIRL makes Andy his popcorn. He pays... then heads to the exit.

ANDY (cont'd) Okay. Let's go.

Lynne is baffled.

LYNNE Andy, the theater's that way!

ANDY Hey, I love movie theater popcorn... but that doesn't mean I have to sit through "On Golden Pond."

Lynne stands in place. Andy smiles.

ANDY (cont'd) C'mon. We'll go for a walk.

LYNNE (beat; then she		laughs) Fine.

She throws down her ticket and runs after him.

EXT. MOVIE THEATER, STREET - DAY

They leave the theater and walk down the sidewalk.

LYNNE Why did you call me? The last person I ever expected to get a call from was you.

ANDY Gosh. Gee, Lynne... I was just so impressed with your wrestling moves. EXT. MOVIE THEATER - DAY

ANDY is standing in front, waiting. A CAB stops and out steps -- Lynne.

ANDY Hi...

LYNNE Hi... am I late?

ANDY No, I'm sure we'll be fine.

Andy gives Lynne her ticket. They enter the theater.

INT. MOVIE THEATER - DAY

Andy hurries up to the candy counter.

ANDY Popcorn?

LYNNE No thanks.

ANDY I really want one. (at the counter) One large tub of popcorn, please, extra butter.

The CANDY GIRL makes Andy his popcorn. He pays... then heads to the exit.

ANDY (cont'd) Okay. Let's go.

Lynne is baffled.

LYNNE Andy, the theater's that way!

ANDY Hey, I love movie theater popcorn... but that doesn't mean I have to sit through "On Golden Pond."

Lynne stands in place. Andy smiles.

ANDY (cont'd) C'mon. We'll go for a walk.

LYNNE (beat; then she		laughs) Fine.

She throws down her ticket and runs after him.

EXT. MOVIE THEATER, STREET - DAY

They leave the theater and walk down the sidewalk.

LYNNE Why did you call me? The last person I ever expected to get a call from was you.

ANDY Gosh. Gee, Lynne... I was just so impressed with your wrestling moves.

LYNNE You were impressed with something. It's pretty odd when a man sports a	hard-on that large on national television.

Andy is shocked.

ANDY Oh! Uh, I hope I didn't offend you.

LYNNE I'm here, ain't I?

A charged moment. Andy's eyes widen. His speech gets faster.

ANDY Do you wanna to go to Memphis and get married?

LYNNE (incredulous) Do I wanna go to Memphis and get married?

ANDY Yes.

Beat.

LYNNE Why Memphis?

ANDY (he SPEAKS VERY		FAST) Because Memphis is the wrestling capital of the world! I'll go in	the ring, and I'll announce that I	will shave my head and marry any woman who beats me! Then you'll	come up, we'll wrestle and I'll let you win! Then you'll scalp me, and we'll get married on Letterman, like Tiny Tim did on Carson... right there on the show! What do you say???

Whoa. Lynne stares into his eyes.

LYNNE And all this will be for real?

ANDY (a soft smile) If you want...

CUT TO:

INT. MID-SOUTH COLISEUM, MEMPHIS - NIGHT

The arena is filled with furious BOOING SOUTHERN WRESTLING FANS. Ladies in hair nets. Men clutching beer cans. This is a rougher crowd than we've seen before.

Andy stands in the ring, unshaven in a torn green robe. He's screaming at them.

ANDY (screaming) SHUT UP! (more BOOS) SHUT UP! Show some respect! I want SILENCE when I speak!

People BOOO louder and throw debris. Andy is pleased.

ANDY (cont'd)	If any woman can defeat me, I will pay her 1000 dollars! Then I'll shave my head bald! And then as a	bonus -- that lucky lady will get to marry me!!

Screeching JEERS and CATCALLS. Down front... Lynne jumps up.

LYNNE Look here, Andy Kaufman! I'll take you on -- SISSY!

The mob LAUGHS harshly.

ANDY Ooo, the little lady's upset. Well I say -- get back in the kitchen!

LYNNE ("outraged") No! YOU get in the kitchen. I'm	gonna make you dry my dishes!

The crowd APPLAUDS. Lynne grins and starts to climb in the ring. Andy's eyes are ablaze. But suddenly -- an oversized Southern MAN jumps in and snatches the mike away.

MAN STOP IT! This woman's a FAKE! She's nothing but Kaufman's	girlfriend!

Andy and Lynne are startled.

ANDY T-that's not true --

MAN It's a set-up! And I won't allow our great sport to be degraded by a	fix!!

The crowd angrily starts to HISS. Lynne whispers to Andy.

LYNNE Andy... who is that...?

LAWLER I'm Jerry Lawler, the KING of Memphis wrestling!! (this gets HUGE		CHEERS) So if Kaufman wants to tangle, I've brought a real wrestler! She's	trained and she's READY!! Kaufman, do you think you can handle... FOXY JACKSON???!!!

At that, a striking, muscular black woman stands -- FOXY.

The coliseum SCREAMS with excitement. People POUND their seats. The roar is deafening. Lawler gleams cockily. Lynne looks worriedly at Andy -- he's concerned.

CUT TO:

INT. MID-SOUTH COLISEUM - LATER THAT NIGHT

DING! The bell rings. Foxy comes out, ready to brawl. But Andy remains in his corner, running down the clock. He nonchalantly peels off his robe. Foxy dances around impatiently. Andy casually removes a towel from his neck. People BOO. Still stalling, Andy then takes off his watch.

People SCREAM so furiously they're red-faced. Andy is tormenting them. A TATTOOED GUY jumps up.

TATTOOED GUY Are you scared???

Andy sneers. He cracks his knuckles, finally walks over... and commences a WINDMILL. Absurdly, he spins his arms around and around, daring Foxy to get near him.

She rolls her eyes and waits. The REF jumps out of the way. A minute has counted down. Finally, Andy stops -- and the real wrestling begins. Foxy lunges at him and immediately goes for a choke-hold. The crowd CHEERS, relieved. Lawler motions signals. Foxy yanks -- but Andy jerks away.

Andy is intrigued. She's coming to play! Andy gestures to the Ref and points UP. The Ref looks away -- and Andy SLAPS Foxy.

The crowd furiously JEERS. The Ref spins around, and Andy shrugs innocence. He then runs at Foxy and theatrically pushes her into the ropes. She bounces off, stumbles back - - and Andy drops to his knees. She trips over him and hits the mat.

Andy aggressively jumps onto Foxy's shoulders and pins her. The Ref counts: One! Two! Three! DING!!

It's over. But Andy stays on her, shaking his ass, leering rudely. Jerry Lawler yells from the corner.

LAWLER Alright, you won. GET OFF HER!

Andy remains, flapping his arms like a chicken.

THE BOOING grows. Louder. More emotional.

ANGRY VOICES Jerry, help her! Get in there! Do something!

Lawler hesitates -- then suddenly climbs in the ring and lifts Andy off! Lawler angrily PUSHES Andy down.

Andy is flabbergasted.

ANDY W-what are you DOING? I don't fight men!

Lawler snickers and walks away. Completely overreacting, Andy grabs the mike.

ANDY (cont'd) I'm gonna SUE YOU! (he starts RANTING		berserkly) Let me tell you something, Lawler! I am not a hick -- I'm a national TV star! And I DON'T like a dumb cracker pushing me around in the ring! I never agreed to wrestle you! So you know what I'm gonna do??? (seething) I'm gonna hire a lawyer to sue you for every cent you've got! This was assault and battery! In a court of	law, I'm gonna kick your Southern- fried rump!!!

Lawler snatches the mike and bellows.

LAWLER YEAH?! Well I got news for you, Andy Kaufman! Wrestling is a	serious sport to me! I don't like anyone makin' fun of it, and I hate anyone insultin' the South! So we	can settle this two ways: We can go to court... or you can get in the ring with a man, and wrestle for REAL!

Andy watches, fuming. He is INFURIATED.

ANDY He -- can't get away with this. (to Lawler) YOU! You think I'm CHICKEN?!

Andy grabs back the mike. He sticks his face in shocked Lawler's.

ANDY (cont'd)		(sarcastic SOUTHERN		ACCENT) You wanna "wraaastle" me?! You wanna "WRAAASTLE" me??? Okay, Lawler -- let's rumble! Yeah, I've	only wrestled women, but they were bigger than you! In fact, they're	probably smarter than you, 'cause you're from "Maaamphis, Taaanassee!" (back to his regular		voice, he points at		his head) I'm from Hollywood. I have the brains. That's how I win. And Mr.	Lawler, I'm gonna make you cry "Mama!"

Andy bears his teeth. Enraged, Lawler tries to take a swing at him. HANDLERS run in and separate the angry men.

EXT. MID-SOUTH COLISEUM, TUNNEL - LATER THAT NIGHT

We hear NOISE from the main event above. Andy and Lynne hurry along. She is disgruntled. He swaggers arrogantly, still in his fighting outfit.

LYNNE Is this an act -- or are you addicted to causing trouble??

ANDY (he jokingly		impersonates a		drunk) I can shtop whenever I want...

She's unamused.

LYNNE Then stop treating me like a fucking prop.

ANDY (he drops the act) I-I'm sorry. I got caught up in the action...!

She shoots him a stern look.

LYNNE I'm warning you, Kaufman: One morning you're gonna wake up... and your head's gonna be shaved.

Andy laughs.

CUT TO:

INT. SHAPIRO/WEST - DAY

George stares glumly at Andy. Andy is quite cheerful -- eating a big piece of chocolate cake.

GEORGE Andy, do you realize you don't do comedy anymore? Where's that sweet guy who used to do		(he SINGS Mighty		Mouse) "Here I come to save the day!"? (long beat) Please, enough with the wrestling! You've lost touch with reality!

ANDY (ingenuous) What, you don't think I can beat him?

GEORGE He is the Southern Heavyweight Champion. He'll kill you. (very disapproving) First, you piss-off women. Then you piss-off the South. Then you get killed! (dry) And I did the bookings.

Andy shrugs, lacking a response. He eats more cake.

GEORGE (cont'd) Andy, look... there's a job I want you to take -- guest-hosting the TV show "Fridays." It's not so hot... but this is a great opportunity for you. The show's live, they'll give you carte blanche, and you can get back to the business of making people laugh.

Andy gets a strange gleam. He only heard one thing.

ANDY You said -- live?

INT. FRIDAYS SET, BACKSTAGE - DAY

The FRIDAYS CAST prepares. In a corner, ANDY is arguing with director JACK BURNS.

ANDY I'm not comfortable with the last sketch. I DON'T do drug humor!

JACK BURNS Andy, it'll be fine! It's what we're known for! (playing "stoned") "Maui? "Wowie!"

ANDY (losing his temper) You're not listening to me --

JACK BURNS Don't worry! The kids will love it	--

ANDY (he BLOWS up) But I don't do drugs! And I don't	enjoy making light of them! (YELLING) I was promised creative control!

Andy storms off. Eavesdropping cast shake their heads.

ACTOR What a prick!

INT. FRIDAYS SET, CONTROL BOOTH - DAY

Up in the control booth is -- Maynard. He smiles strangely.

INT. KAUFMAN HOUSE, FAMILY ROOM - NIGHT

Stanley sits in front of his TV. The Fridays JINGLE and CREDITS come on. We hear dishes being washed in the kitchen.

STANLEY It's on! JANICE, IT'S ON!

Janice rushes in, still holding some dishes.

(THE FOLLOWING IS INTERCUT: Between the studio and the show on tv at Andy's parents.)

INT. FRIDAYS SET - NIGHT

The show is going, live. A SNIGGERING NARRATOR steps out front. (During his monologue, the CAMERA PANS the audience.)

NARRATOR In this next sketch, two married couples are out to dinner. Now... everybody has secretly brought along a joint -- (crowd WHOOPS, he		grins) So, when each person leaves the table, they sneak into the restroom to get a little high...

The crowd CHEERS rowdily.

CUT TO:

INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

JANICE I saw Michael!

STANLEY Where?

JANICE (points to the set) There!

CUT TO:

INT. FRIDAYS SET - NIGHT

In the front row, Michael sits with a girl. He whispers.

MICHAEL Afterwards, I'll take you backstage. You can meet my brother.

The girl smiles excitedly.

The SKETCH is on a French restaurant set. ANDY sits at a table with actor RICHARDS and actress MELANIE. Another actress, MARY, tiptoes back over, GIGGLING stupidly, playing stoned.

MARY "Gee, restaurants are amazing,	aren't they? All these strangers	sitting around... stuffing dead	animals in their faces!  It's just	incredible!"

She GIGGLES more. The other three play baffled.

MELANIE "If you say so."

ACTOR "Excuse me, I'll be right back."

Andy stands and walks out.

CUT TO:

INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

JANICE Hmph! They sure didn't give Andy much to do.

STANLEY He said he's coming back!

CUT TO:

INT. FRIDAYS SET - NIGHT

Actors read the menus. Suddenly Andy returns, a strange grin on his face. He's swaying on his feet.

The audience WHOOPS: "Yeah!  All right!"

Andy awkwardly sits. He has a strange hesitancy.

ANDY "Gee, that bathroom is so colorf--"

Suddenly he STOPS. The actors glance up.

Andy purses his lips, fretting. An endless pause.

Uh-oh. Andy won't finish the line. The cast looks around worriedly. Live TV is beaming out... Finally, Melanie covers.

MELANIE You okay, honey? Something wrong, Carl?

ANDY I can't, um...

Andy shakes his head.

The crowd laughs nervously.

ANDY (cont'd) I can't play stoned.

INT. FRIDAYS SET, CONTROL BOOTH - NIGHT

The TECH DIRECTOR and his crew are bewildered. They flip through script pages.

TECH DIRECTOR Shit...! What's he doing??

But Maynard raises a calm hand.

MAYNARD It's okay. Stay with it.

INT. FRIDAYS SET - NIGHT

Silence. Andy is torn up inside.

RICHARDS (whispering to Andy) Just read the cue cards!

ANDY (he shakes his head) I can't play stoned. I feel really stupid.

More silence. The actors are trapped and upset.

MELANIE You feel stupid? What about us?!

The tension is awful.

Unsure beat -- then fed-up Richards jumps up and storms off the set. A CAMERAMAN hesitantly pans, confused what to do.

Mary is lost. She continues giggling, "stoned."

Richards returns... with the CUE CARDS. Irked, he dumps them over Andy's head.

The crowd CHEERS stupidly.

ANDY You didn't have to do that!

Andy gets enraged, grabs his prop water glass and THROWS it in Richard's face.

RICHARDS Hey! CUT IT OUT!

MELANIE You JERK!

Melanie slaps her prop butter in Andy's hair.

WIDE - Jack runs up from the floor. He gestures at the booth.

JACK BURNS Go to commercial, man! (he turns to Andy) Get off the stage!

ANDY I said I didn't want to do the sketch.

JACK BURNS (he JABS him) GET OFF!

ANDY DON'T TOUCH ME!

Andy HITS Jack. Jack recoils and SLUGS him. They start FIGHTING.

BURLY CREWMEN run in. The crowd WHOOOOOS.

Chaos. Andy swings wildly. The brawl goes wild. Actors duck. Crewmen struggle to separate Andy and Jack. Everyone gets dragged in.

IN THE AUDIENCE - Michael tries to run up and help. A SECURITY GUY blocks him.

INT. FRIDAYS SET, CONTROL BOOTH - NIGHT

The tech crew is freaking out. Maynard is oddly calm.

TECH DIRECTOR Go to three! Eh, go to four!

CUT TO:

INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

Stanley and Janice are flabbergasted. Jaws wide.

On their TV - fists are flying. Suddenly, the BAND kicks in and the show abruptly cuts to COMMERCIAL.

They stare at the TV. Until --

STANLEY I shoulda made him play outdoors.

INT. FRIDAYS SET - NIGHT

Andy and Jack are socking each other. A FLOOR DIRECTOR screams at the top of his lungs.

FLOOR DIRECTOR We've gone to commercial! I said, WE'VE GONE TO COMMERCIAL!!

Andy turns. He notices the red lights are off -- and... instantly stops fighting. Just like that. Jack instantly stops too. They glance at each other -- hold a beat -- then break into GUFFAWS. They laugh and joyously kid each other.

In the audience, Michael is STUNNED.

MELANIE Oh my God --!

All the commotion stops. The audience doesn't know whether to laugh or boo. The actors are flabbergasted -- then furious.

MELANIE (cont'd) He's a fuckin' psycho!

MARY Why didn't someone tell us???

Suddenly Maynard runs out of the booth, beaming. People watch curiously.

Andy seems discombobulated. Maynard shouts out to EVERYBODY assembled.

MAYNARD Excuse me!... I have an announcement to make! You've all just participated in a "happening." To	make it real, some of you knew, and some of you didn't.

The audience LAUGHS and APPLAUDS wildly. The actors stare in disbelief. One laughs hysterically. Most are pissed.

MAYNARD (cont'd)	But we don't want to upset the folks at home. So now Andy is now going to apologize and explain that it was all a prank. Right, Andy?

ANDY (very quiet) Right...

MAYNARD Okay, great! So let's reset!

Crew members start moving things around.

In the audience, Michael locks eyes with Andy. An odd, knowing moment between the brothers. Michael whispers, getting worried.

MICHAEL Andy...!

CUT TO:

INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

Stanley and Janice feel as if the commercials are lasting forever.

JANICE Why is Andy doing this? Why?... Why?

The Fridays JINGLE starts, and Andy's face fades in on the TV. He looks directly into the camera, nervous, stiff and serious.

ANDY (ON TV) During the commercial, the people at ABC asked me to apologize... and to tell you the truth. They wanted me	to explain that this whole fighting episode was staged...

INT. FRIDAYS SET - NIGHT

The sign above blinks "APPLAUSE". The audience obediently APPLAUDS. In the booth, Maynard grins.

ANDY And... um... (choking up) I can't do this. (beat) I-I can't say it. (upset) It's a lie! A cover-up!

Maynard is suddenly very confused. The crowd laughs nervously.

ANDY (cont'd) Why are you laughing? I'm not trying to be funny! They threatened to fire me from Taxi, unless I gave in to their demands! (shaken) But... I won't! Because what you saw was REAL!!

INT. FRIDAYS SET, CONTROL BOOTH - NIGHT

Maynard looks like he's gonna faint.

MAYNARD Cue the commercial!

ANDY (ON TV) These kinds of things go on everyday at the networks, only you never see it, because they cut to commercials. (he talks extremely		fast, to get in as		much information		before he's cut off) Now for sure they're gonna fire me, so if you want to see me again, you'll have to come to Memphis...

And BLINK! Andy gets CUT OFF.

Maynard jumps up, furious. He snaps.

MAYNARD I'm gonna STRANGLE George Shapiro!

INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

The parents stare at the commercials. They're totally disoriented.

JANICE What's in Memphis?

STANLEY Who knows?! That kid is totally meshuga.

CUT TO:

INT. MID-SOUTH COLISEUM, MEMPHIS - NIGHT

Memphis wrestling. The announcer stands center ring, booming into the mike.

ANNOUNCER And now! The MAIN EVENT of the evening! The match you've been waiting for: The King Jerry Lawler, versus Hollywood Andy Kaufman!

The THEME FROM "ROCKY" PLAYS -- and Lawler enters from the tunnel, wearing a shimmering hero's cape! The crowd ROARS with approval.

INT. MID-SOUTH COLISEUM, DRESSING ROOM - SAME TIME

Andy is meditating, eyes shut, at rest in his private oasis. Suddenly -- DESPERATE BANGING on the door.

UPSET VOICE (O.S.) C'MON, KAUFMAN! Christ, you're ON!

Andy awakens. He smiles.

INT. MID-SOUTH COLISEUM - NIGHT

The THEME FROM "MIGHTY MOUSE" begins playing. Then, ANDY strides in, a sneer on his grungy face. The crowd SCREAMS and BOOS pure pile. Andy is euphoric, loving the hatred.

Down in the front row sit Stanley, Janice, Zmuda, and Lynne. Several PHOTOGRAPHERS take pictures of the parents. They squint, unused to all this.

Andy prances into the ring. He takes the mike.

ANDY Before we begin this event, I just wanna say a few things to you foul people. (beat) This city is filthy! You Southerners live like pigs! So I'm	going to teach you some lessons in hygiene... bring you out of your squalor.

Holy cow. The crowd is flabbergasted. Women in K-mart dresses gape. Ruddy men in trucker caps glare.

ANDY (cont'd) Are you listening? (audience BOOS) OKAY!!!

Lynne snickers. But Stanley and Janice are ashen-faced.

JANICE Why is he saying these things?!

STANLEY They're gonna lynch him!

ZMUDA (he shakes his head) Nah. He's just engaging a passive audience.

Andy reaches in his pocket and removes... a bar of SOAP.

ANDY People, this is a bar of soap. Does it look familiar to you? If you wet it, it'll clean your hands.

Stanley's eyes bulge.

The crowd is enraged -- rumblings of imminent violence.

Andy smiles helpfully.

ANDY (cont'd)	And now, for your next lesson: This -- is toilet paper.

Andy holds up a ROLL OF TISSUE.

That's it. The crowd goes NUTS. Jerry Lawler races over and snatches the mike, trying to maintain his dignity.

LAWLER Kaufman, we've had enough!! Let's	you and me do what we came here for -- WRESTLING!

INT. MID-SOUTH COLISEUM - SECONDS LATER

And DING! That's the bell! Andy strikes a threatening pose. Lawler takes a step forward -- and Andy instantly, cowardly, runs for the ropes and jumps out of the ring.

BOOOOO!!! Andy grins at the crowd and points at his brain: I'm smarter.

ANNOUNCER (V.O.) And Kaufman's left the ring! Lawler's waiting for him to return.

LYNNE (to Zmuda) Is this a strategy?

Lawler disparagingly frowns. The REF checks his watch. Andy crosses to the opposite end of the ring, gauging his rival... then slowly climbs in --

Until the second Lawler moves. Then Andy leaps back out!

ANNOUNCER (V.O.) And Kaufman's left the ring again! He doesn't seem interested in	actually making contact with his opponent.

Andy struts around the floor, pointing to his brain. He smirks at various spectators... until he finds himself face- to-face with -- his parents.

An unexpected moment. Andy's finger frozen on his brain. Janice shakes her head despairingly.

JANICE Andy, please. Let's go home!

Cameras FLASH. The paparazzi love these moments.

ANDY Don't worry, Mom. I'll make you proud...!

Beat -- then Andy gets HIT in the head with a cup.

People HOOT. Disoriented, Andy returns to the ringside. Lawler is losing his patience.

LAWLER Hey! Did you come down here to wrestle, or to act like an ass?

Andy paces around, unsure of his next move.

LAWLER (cont'd) Look... if you get in here, I'll give you a free headlock.

Lawler leans down and offers his neck.

Andy peers skeptically. People JEER. Andy looks at waiting Lawler... then tentatively climbs in.

As promised, Lawler doesn't move. So Andy crosses over and grabs Lawler's head! Andy grins triumphantly. He squeezes his arms tight, muscles flexing, riding high on this moment.

Until -- Lawler stands and flips him over. Andy SLAMS DOWN on his back. CRUNCH!

ANNOUNCER (V.O.) It's a side suplex!!

Andy lies on the mat, unmoving. Lawler doesn't care. He picks up Andy's prone body and grips it upside-down. Janice covers her eyes. Stanley is worried.

REFEREE (frantically		gesturing) NO! NO!

Lawler disregards the Ref and slams Andy's head in a pile- driver!!

A horrible THUD.

DING! The BELL immediately RINGS.

JANICE opens her eyes and SCREAMS.

JANICE JESUS CHRIST!!!!!

STANLEY Why isn't he MOVING??

Andy's parents' reaction is a fiesta for photographers.

ANNOUNCER (V.O.) Lawler has committed a PILEDRIVER, which is an AUTOMATIC DISQUALIFICATION! Match goes to	Kaufman by disqualification, after two minutes, twelve seconds! Andy is splayed unconscious.

Raging Lawler promenades around the ring, arms over his head. The crowd SHOUTS CRAZILY, rooting him on.

Lynne runs to the ropes, SCREAMING for help.

LYNNE ANDY!!! (frantic) Somebody get a DOCTOR!

ZMUDA (yelling) WE NEED A STRETCHER!!

Stanley, totally numbed, holds Janice. They're on the verge of collapsing. Tons of commotion. Cameras FLASH BLINDINGLY. A stretcher is lifted into the ring. Andy is loaded on. MUSIC fights the deafening NOISE.

BEDLAM. Andy is carried through the crowd, followed by his entourage. A soft object HITS Stanley on the head.

INT. MID-SOUTH COLISEUM, CORRIDOR - NIGHT

Andy is being carried by the Coliseum EMPLOYEES into the dressing room. The entourage follows. Zmuda pushes out the crowd of REPORTERS, PHOTOGRAPHERS, and ONLOOKERS. He slams the door and locks it.

INT. MID-SOUTH COLISEUM, DRESSING ROOM - NIGHT

Janice runs to Andy's side. She's crying.

JANICE Andy!! Are you okay?!?

Andy opens his eyes.

ANDY I'm fine, Mom, you can calm down.

A confused beat.

STANLEY B-but... we saw... your neck...

ANDY Nah, it's phony baloney -- I faked the whole thing. (beat) It didn't hurt at all. It was just a yoga move. I tucked my head in.

Deadpan, Andy sits up.

Total silence. Stanley stares... then a FURY comes over him.

STANLEY Andrew -- HOW DARE YOU!! For all we knew, you were DYING! Look at your mother -- she's still shaking!

Andy is splayed unconscious.

Raging Lawler promenades around the ring, arms over his head. The crowd SHOUTS CRAZILY, rooting him on.

Lynne runs to the ropes, SCREAMING for help.

LYNNE ANDY!!! (frantic) Somebody get a DOCTOR!

ZMUDA (yelling) WE NEED A STRETCHER!!

Stanley, totally numbed, holds Janice. They're on the verge of collapsing. Tons of commotion. Cameras FLASH BLINDINGLY. A stretcher is lifted into the ring. Andy is loaded on. MUSIC fights the deafening NOISE.

BEDLAM. Andy is carried through the crowd, followed by his entourage. A soft object HITS Stanley on the head.

INT. MID-SOUTH COLISEUM, CORRIDOR - NIGHT

Andy is being carried by the Coliseum EMPLOYEES into the dressing room. The entourage follows. Zmuda pushes out the crowd of REPORTERS, PHOTOGRAPHERS, and ONLOOKERS. He slams the door and locks it.

INT. MID-SOUTH COLISEUM, DRESSING ROOM - NIGHT

Janice runs to Andy's side. She's crying.

JANICE Andy!! Are you okay?!?

Andy opens his eyes.

ANDY I'm fine, Mom, you can calm down.

A confused beat.

STANLEY B-but... we saw... your neck...

ANDY Nah, it's phony baloney -- I faked the whole thing. (beat) It didn't hurt at all. It was just a yoga move. I tucked my head in.

Deadpan, Andy sits up.

Total silence. Stanley stares... then a FURY comes over him.

STANLEY Andrew -- HOW DARE YOU!! For all we knew, you were DYING! Look at your mother -- she's still shaking!

ANDY But that's it. I needed you to believe! Our family will be in the newspapers. People will look, and they'll be touched. Because your emotions were honest!

Stanley has a blank expression. But Janice starts to cry.

JANICE Andy, I love you! I love you, whatever you do...!

She hugs Andy tightly.

Andy is genuinely shocked. He looks at his quivering mother... and then his voice softens, truly remorseful.

ANDY Geez, I'm sorry. Maybe I shouldn't	have put you through all that... (quiet) Well, from now on, you'll always know the rule of thumb: Anything that happens to me... IS NOT REAL.

EXT. MID-SOUTH COLISEUM - NIGHT

A crowd of reporters parts. They make way for Andy, who is carried out on the stretcher and loaded into a waiting AMBULANCE. He is "unconscious."

Cameras CLICK and FLASH. The ambulance speeds away, siren WAILING.

INT. DOCTOR'S OFFICE - DAY

Andy sits watching an OLD DOCTOR examining a number of x- rays clipped to light panels.

OLD DOCTOR I don't see any injury to your neck, Mr. Kaufman.

ANDY Are you sure?

OLD DOCTOR Positive.

ANDY But my neck hurts... and I have a	slight cough...

OLD DOCTOR It's probably just a strained muscle.

ANDY (intent) Doctor, I think I need a neck brace.

The Doctor gives up.

OLD DOCTOR If it makes you happy...

MONTAGE OF NEWSPAPER PHOTOS:

Andy in the ring, Andy outside the ring, on the floor, with his frightened parents, in a neck brace, on the stretcher, etc.

INT. ANDY'S APARTMENT - DAY

George, Zmuda and Andy are looking through hundreds of clippings from the newspapers.

ZMUDA (reading aloud) "... has been rushed to a nearby	hospital, where doctors are checking	him for possible paralysis. His	parents are at his bedside.  Fans	will best remember Kaufman as	lovable Latka on television's	Taxi"...

ANDY It's a rave! Boy, if I ever fake my death, they'll really miss me.

ZMUDA It's working for Elvis.

GEORGE (sarcastic) Yeah, he's just laying low, waitin' for his comeback. (he sees an article		and winces) God, listen to this! "It was	morally wrong to take advantage of	such an unstable individual..."

ZMUDA Wow, you can't BUY this kind of publicity!

George rolls his eyes.

ANDY George, let's not drop the ball on this. I've made some kind of cosmic career move.

Somebody KNOCKS outside. Andy jumps up, puts on his neck brace, and transforms himself into a shuffling invalid. A DELIVERY BOY drags in an enormous basket of flowers and goodies. Andy takes the card. It reads "Andy, we're all praying for you. Your friends at Taxi."

Andy chuckles.

EXT. ROCKEFELLER CENTER - DAY

George is eating with the Saturday Night Live Producer, Lorne Michaels. They're eating lunch in an outdoor cafe.

GEORGE Thanks for seeing me on such short notice. (he takes a careful		beat) I... I wanted to talk to you about booking Andy on "Saturday Night	Live."

Lorne Michaels squirms uncomfortably. He chooses his words.

LORNE MICHAELS George -- I don't know if Andy works for our show anymore. That wrestling stuff... is such a	turnoff.

GEORGE We agree completely. (tactfully begging) Andy has to reconnect with his core audience. So I got him on Letterman tonight. He's gonna apologize to	Jerry Lawler, then repent for all his bad guy shenanigans.

Lorne Michaels mulls this over.

LORNE MICHAELS That's smart.

GEORGE He's very sincere. (quietly emphatic) And he needs your show...

Beat. Lorne Michaels nods.

LORNE MICHAELS Okay. It'd be good to have the old Andy back.

CUT TO:

INT. DAVID LETTERMAN SHOW - NIGHT

Andy and Jerry Lawler are on DAVID LETTERMAN'S show. Andy is pallid, hair shaggy, in a neckbrace and tweed jacket. Husky Lawler wears loud red pants and gold chains.

Andy speaks timidly, seeming a bit dazed and regretful.

ANDY I apologize for all the wrestling I've ever done. I'm sorry for all the abuse I've ever given... (soft) I was just playing bad guy wrestler. That's not me... it's just a role. But Jerry took it personally.

Lawler and Letterman are unimpressed.

LETTERMAN You said some pretty inflammatory things.

LAWLER He thinks everything's a joke -- but it's not. (to Andy) Did you laugh when you were layin' in the hospital??

The crowd WHOOOOS.

Angst flickers on Andy's sweaty face. He stammers.

ANDY T-there wasn't a reason to purposely hurt me --

LAWLER You're a wimp.

ANDY (upset) My father said I should've gotten a	lawyer --!

LAWLER Then your father's a wimp.

ANDY (losing it) And you're just poor white trash!

Lawler's had enough. Enraged, he wildly stands and SLAPS Andy.

BAM!

Andy crashes over and falls from his chair.

THUD. He's on the floor.

Dead silence. Everyone is astonished.

They're all slack-jawed. Even PAUL SHAFFER. Trying to cover, Paul hurriedly kicks in with a ROCKABILLY TUNE.

Andy jumps up, crazed.

ANDY (cont'd) I'M SICK AND TIRED OF THIS SHIT!

Lawler freezes in his seat. Letterman hides behind his desk.

Andy storms over, out-of-control. From a safe distance, he starts SCREAMING at Lawler.

ANDY (cont'd) YOU ARE FULL OF SHIT, Lawler! I	WILL SUE YOUR ASS! YOU'RE A FUCKING ASSHOLE! (he POUNDS the desk) FUCK YOU! FUCK YOU! I WILL GET YOU FOR THIS!!!

Freaked, Andy leaps up and storms out.

LETTERMAN You said some pretty inflammatory things.

LAWLER He thinks everything's a joke -- but it's not. (to Andy) Did you laugh when you were layin' in the hospital??

The crowd WHOOOOS.

Angst flickers on Andy's sweaty face. He stammers.

ANDY T-there wasn't a reason to purposely hurt me --

LAWLER You're a wimp.

ANDY (upset) My father said I should've gotten a	lawyer --!

LAWLER Then your father's a wimp.

ANDY (losing it) And you're just poor white trash!

Lawler's had enough. Enraged, he wildly stands and SLAPS Andy.

BAM!

Andy crashes over and falls from his chair.

THUD. He's on the floor.

Dead silence. Everyone is astonished.

They're all slack-jawed. Even PAUL SHAFFER. Trying to cover, Paul hurriedly kicks in with a ROCKABILLY TUNE.

Andy jumps up, crazed.

ANDY (cont'd) I'M SICK AND TIRED OF THIS SHIT!

Lawler freezes in his seat. Letterman hides behind his desk.

Andy storms over, out-of-control. From a safe distance, he starts SCREAMING at Lawler.

ANDY (cont'd) YOU ARE FULL OF SHIT, Lawler! I	WILL SUE YOUR ASS! YOU'RE A FUCKING ASSHOLE! (he POUNDS the desk) FUCK YOU! FUCK YOU! I WILL GET YOU FOR THIS!!!

Freaked, Andy leaps up and storms out.

The crowd CHEERS rowdily.

An unsure moment. Dave glances at Lawler.

Until, Andy stumbles back in. He tries to calm himself.

ANDY (cont'd) I am sorry. I am sorry to use those words on television. I apologize! I'm sorry! (demented) But YOU -- you're a MOTHERFUCKING ASSHOLE!!!!

Andy slams Dave's desk. Dave jerks nervously.

Crazed, Andy looks down at Dave's coffee cup. Uh-oh. Suddenly, Andy grabs the coffee and DUMPS it on Lawler!

Lawler jumps, burned. A SECURITY GUARD runs in.

Andy screams and hurtles away. He slams open the stage door and barrels out of sight.

INTERCUT:

INT. LORNE MICHAELS' HOUSE - SAME TIME

Lorne Michaels is watching this at home. He gapes in disbelief.

LORNE MICHAELS Jesus Christ.

CUT TO:

INT. SATURDAY NIGHT LIVE - ONE WEEK LATER

A SMUG COMIC stands on stage, speaking into camera. The show's going out live.

SMUG COMIC Hi. Um, we were supposed to have Andy Kaufman on our show this week - - but now our producers aren't sure if it's such a good idea. (beat) Some of us at Saturday Night Live think Kaufman's a comic genius. But others disagree... they say he's	just not funny anymore. (beat) So we're putting the decision up to you. Please call up and vote. To keep Andy, call 1-900-244-7618. To DUMP him, call...

INT. SHAPIRO/WEST - DAY

Tight on Andy, staring at the LA Times. A small headline says "JOKESTER ANDY KAUFMAN VOTED OFF 'SATURDAY NIGHT LIVE'"

He is bothered.

ANDY This is bad... I only got 28 percent! I'm like McGovern in '72...

George sighs.

GEORGE And this wasn't "Merv." This was the hippest audience on television. (grim) They've turned on you.

At that... we reveal that SOMEONE ELSE is sitting next to Andy. But only the back of his head is visible.

GEORGE (cont'd)	It's like you two guys wanted to destroy Andy's career! Upsetting all those people... putting out that toxic venom... (helpless) What did you THINK would happen?!

ANDY (guilty) We were just trying to push the envelope --

GEORGE You're BLIND! There is no envelope anymore!! (beat) It hurts me to say this... but there's only one solution -- (pained) I don't want you two to ever work together again.

We WIDEN...

And the other person is JERRY LAWLER. He feels bad.

JERRY LAWLER I'm sorry. We thought it was funny...

ANDY Jer', it's not your fault. You were terrific. (sad) But maybe George is right...

JERRY LAWLER That's fine. But I wouldn't have traded it for anything... (poignant) Because for one brief, shining moment... the world thought that wrestling was real. Andy gulps emotionally.

ANDY We'll stay in touch. Next time I'm	in Memphis, I'll stop by the house, and Noreen can make me her double chocolate cake.

JERRY LAWLER Alright, buddy... (choked up) Stay good.

Andy and Jerry hug.

A touching beat... until Andy gets a Quixotic gleam.

ANDY Maybe I can turn it into a bit. I	can go back on the show, and say it was rigged. Demand a recount...

GEORGE Andy! You don't get it! (somber) They don't want you back.

Andy's face drops.

INT. MEDITATION INSTITUTE UNIVERSITY, CORRIDOR - DAY

The Yogi slowly walks down the corridor, deep in thought. A few DISCIPLES IN TURBANS mill around.

INT. MEDITATION INSTITUTE UNIVERSITY, CLASSROOM - DAY

NINE STUDENTS, sitting in the Lotus position, are listening to a teacher. The teacher is Andy.

ANDY Open your eyes... close your eyes... open your eyes... close your eyes... open your eyes... close your eyes...

Andy is repeating this faster and faster; the students are blinking their eyes faster and faster.

The door opens. The Yogi sticks his head in.

YOGI Excuse me, Andy...

ANDY Yes, your Holiness?

The Yogi signals Andy to step out of the room.

INT. MEDITATION INSTITUTE UNIVERSITY, CORRIDOR - DAY

Andy steps out.

YOGI This is very difficult for me to say... but -- perhaps it would be	best if you didn't attend the retreat.

ANDY (surprised) Why?? I... I attend every year.

YOGI Yes -- we do not doubt your devotion to TM. But we feel that perhaps... you and the program have grown apart philosophically.

Andy is stunned.

ANDY "Philosophically"?

YOGI (he sighs) The wrestling... the sexist remarks... the foul language... these things are not becoming of an enlightened individual. (beat) It seems you have no respect for anything.

Andy is stupefied. He doesn't know how to respond.

ANDY Of course I do...

The Yogi shakes his head. Andy can't believe it. He looks around -- men in turbans staring at him.

Andy cracks.

ANDY Please! You've GOT to let me take the classes! It's how I keep myself BALANCED!!

YOGI It is apparently not working.

ANDY So HELP ME! All I wanna do is MEDITATE!!

YOGI (pained) Andy, don't raise your voice. We don't wish your presence here.

Andy is broken.

He fights to bottle his rage -- then notices Little Wendy down the corridor, peering helplessly. Beaten, Andy waves goodbye to her.

Little Wendy gulps, then waves goodbye too.

CUT TO:

INT. ANDY'S APARTMENT - DAY

Middle of the afternoon, Andy lies in bed. Covers pulled up to his face, expression glum, he's like a tragic still-life.

Suddenly DING-DONG! It's the doorbell.

Andy ignores this. Beat. Another DING-DONG! Then KNOCKING.

ANDY Go away.

LYNNE (O.S.) It's me.

ANDY Oh, it's open.

The door opens. Lynne enters, holding a carton of ice cream.

LYNNE I brought you Haagen Dazs. Chocolate.

ANDY (mournful) I don't deserve Haagen Daz. I'm a	horrible person.

LYNNE Andy, you're not horrible. You're just... complicated.

ANDY You don't know the real me.

LYNNE Andy... there is no real you.

TIGHT - ANDY

An astonished silence.

And then... he slowly smiles.

ANDY You're probably right.

They both giggle.

Andy studies her... looking at Lynne's face, body, eyes. Pause.

ANDY Do you wanna move in together?

Lynne smiles slyly. She leans down and kisses him.

CUT TO:

EXT. LAUREL CANYON HOUSE - DAY

A moving van outside a funky 60's house. MOVERS carry boxes in.

INT. LAUREL CANYON HOUSE, LIVING ROOM - DAY

Andy sits disoriented in the living room. Movers bustle around him. Mirrors get leaned against opposing walls -- and he finds himself looking into multiple reflections of himself.

In the b.g., Lynne arranges some vases, then hurries out. Andy opens a box and pulls out his old Howdy Doody doll. He smiles, then places Howdy on the shelf next to the vases.

Suddenly a phone on the floor RINGS. He grins.

ANDY Hey! Our first phone call! (he scrambles for		the phone) Hello?

GEORGE (V.O.) Andy... it's me. I've got some crummy news. (long beat) Taxi's been canceled.

Silence.

Andy has no response.

GEORGE (V.O.) (cont'd) Do you want me to come over? Talk about it?

ANDY Um... no. Uh, I'm sorta busy right now. Thanks. We'll get together next week.

Andy hangs up. He just sits there... confused... unsure how to react.

Andy scratches his head -- then feels something odd. He goes over to the mirror. On the back of his neck... is an inflamed red pimple. Andy grimaces.

ANDY (cont'd) Yuck!

INT. LA IMPROV, SHOWROOM - LATE NIGHT

Very late -- a clock says 1:15. A YOUNG COMIC is onstage, performing to the DOZEN audience members left.

In back walks... Andy. Unshaven, morose, he quietly approaches paternal owner BUDD FRIEDMAN. Budd sees him, grins, and gives him a hearty hug. Andy points at the stage and asks for something -- Budd eagerly nods.

INT. LA IMPROV, SHOWROOM - LATER THAT NIGHT

Budd is onstage.

BUDD And now we have a treat for you late- night diehards. The star of Taxi -- here in person, Andy Kaufman!

The sparse crowd APPLAUDS. Budd leaves, and Andy shuffles up.

ANDY Actually, Budd, you're wrong. I	found out today that Taxi's been canceled.

The crowd AWWWWS sadly. Andy blinks.

ANDY (cont'd) Yeah, that's how I felt too... though I don't know why. 'Cause for years, all I wanted to do was get off that show. (quiet, very		confessional) But now that nobody will hire me, and nobody thinks I'm funny... I	guess it was probably a pretty good job.

One guy LAUGHS sharply.

Andy gives him a look -- thinks -- then continues.

ANDY (cont'd)	Not to mention that my wife has left me. And she took the kids. (he sighs) I don't know what I'm gonna do with myself. My options are sorta limited... (beat) This morning, I noticed I've got a	cyst, or some kind of boil, on the back of my neck. It's really disgusting. Look.

Andy turns. The red lump is bigger, grosser. The crowd GROANS, revolted.

ANDY (cont'd)	So I was thinking, since I'm sort of	a quasi-celebrity, that I could charge people to touch it. (candid) Does anybody want to pay a buck to touch my cyst?

A couple stoners GIGGLE and CLAP. Andy COUGHS, then frowns.

ANDY (cont'd) I'm serious.

A pause... then a few curious people walk up to the stage. The first taker is a GOOFY BLONDE WOMAN. She starts to reach for the cyst -- when Andy stops her.

ANDY (cont'd) No, no, you gotta pay first.

She nods, discomforted, and reaches for her purse...

CUT TO:

INT. LA IMPROV, BAR - LATER THAT NIGHT

A BUSBOY sweeps up. Budd counts money in the cash register. Andy shuffles out of the showroom. He waves some bills.

ANDY I made six bucks. That's good money.

Budd stares sadly.

BUDD This is a comedy club -- not a	medical sideshow. (trying to be kind) If you wanna perform here, take a	shower, get some sleep, and pull yourself together. Come back and do	the material that people love: Do the Mighty Mouse, the Foreign guy! Andy, you gotta snap out of this funk! If you can -- I'll give you the headline spot tomorrow.

Andy thinks. The wheels are spinning.

CUT TO:

EXT. MELROSE - DAY

George is driving down Melrose, listening to the radio. He glances at the passing marquee -- then does a doubletake.

It says "ANDY KAUFMAN - 9 P.M."

INT. LA IMPROV, LOBBY - THAT NIGHT

Puzzled George hurries inside. COMICS greet him: "Hey George!" "George, you got a second?!" George distractedly waves and moves through. At the showroom door, he finds Budd.

GEORGE Hey, what's going on here?

BUDD George, you won't believe it... I	got Andy to do all the old material! (grinning) And he's killin' them!

Inside, there's HUGE LAUGHTER. George's eyes widen. Piqued, he goes in...

INT. LA IMPROV, SHOWROOM - NIGHT

And it's packed! Andy is onstage, playing struggling, lovable Foreign Man.

ANDY (AS FOREIGN MAN) ... but one ting I do not like is too much traffic. Tonight I had to	come on de freeway, and it was so much traffic... (giggling) It took me an hour and a half to get here!

Foreign Man chuckles pathetically.

The crowd HOWLS. Andy's rockin'.

ANDY (AS FOREIGN MAN) (cont'd)	But talking about the terrible things: My wife. Take my --

INTERRUPTING JERK "Take my wife, please take her."

ANDY (AS FOREIGN MAN) T-take my wife, please take her...

The rhythm is thrown. A couple laughs.

A flustered pause. Andy glances down, then continues.

ANDY (AS FOREIGN MAN) (cont'd) No really, I am only foolink. I	love my wife very much. But she don't know how to cook --

INTERRUPTING JERK "Her cooking is so bad, is	terrible."

ANDY (AS FOREIGN MAN) H-her cooking... (Andy stumbles		uncomfortably) Uh, cooking is so bad, is terrible.

The laughs are weaker. The act is getting wrecked.

IN BACK - George grimaces. Who the hell's doing this??

Angry, George hurries down front, looking for the loud jerk. He scans the tables... and it's Zmuda.

ANDY (AS FOREIGN MAN) (cont'd)	But right now --

ZMUDA (AS JERK) "But right now I would like to do	for you some imitations. First, the	Archie Bunker."

Andy freezes up.

The audience is embarrassed.

A frazzled confusion, then Andy drops the accent. He glares at Zmuda.

ANDY Sir, do you have a problem?

ZMUDA (AS JERK) Yeah, my problem is you're tired.

Andy winces.

ANDY I, I was asked to do this material - -

ZMUDA (AS JERK) Sure, because your new stuff's a	bunch of crap. Kaufman, people are sick of you. The wrestling... the hoaxes...

ANDY (defensive) Hey -- that stuff gets written-up in	the papers --

ZMUDA (AS JERK) Who gives a shit?! It's not funny!

GEORGE - is dumbfounded.

GEORGE (to himself) Why...? Andy, why...?

ON ANDY AND ZMUDA

ZMUDA I used to think you were original.

ANDY I was very original!

ZMUDA Yeah, exactly -- "was"! But now, you're creatively bankrupt. (he gleams cruelly) In fact, Ladies and Gentlemen, Kaufman's so desperate, he PAID me to do this tonight!! I'm a plant. It's just a fresh coat of paint on an old broken-down routine. (back to Andy) Isn't that true???

Andy shudders.

The audience averts their eyes.

A painful silence.

"Andy Kaufman" has been destroyed.

EXT. LA IMPROV - LATER THAT NIGHT

Andy and George walk sadly down the street. There is a horrible gloom over them.

ANDY The world thinks Andy Kaufman sucks. So I was just giving 'em what they want...

GEORGE (sadly) Andy, they don't think you suck. They've just... lost a reason to love you.

The guys stop walking. George gently speaks.

GEORGE (cont'd)	You've gotta make the public embrace you again. You have to win back their sympathy...

ON ANDY

He nods.

ANDY I'll come up with something.

CUT TO:

INT. LAUREL CANYON, BEDROOM - NIGHT

The telephone wakes up Lynne in the new bedroom. She looks over -- Andy's not there. She looks at the clock and it's 4:30 am. She picks up the phone.

LYNNE Andy!!... Where are you? I've been worried sick... NOW??... Where do you want to meet?... Okay, I'll call them...

Lynne's baffled.

INT. DENNY'S - DAWN

Late-night Hollywood weirdos mill about. Andy sits with bleary Lynne, Zmuda, and George. Zmuda admires the menu.

ZMUDA Look at that Grand Slam! Two eggs, two bacon, two sausage, two pancakes -- $2.99! How do they do it?

LYNNE They get you on the coffee.

GEORGE (irritable) Excuse me -- but could Andy tell us why we're here???

All heads turn. A long pause.

Then -- Andy stiffly speaks.

ANDY I have cancer.

Beat. Zmuda nods.

ZMUDA Hey, that's good! We can make that play. (spitballing) And we'll really drag it out. You get better, you get worse... you die...

GEORGE FORGET IT. It's in terrible taste! I want nothing to do with this.

Pause. Lynne is puzzled.

LYNNE Andy, are you serious?

ZMUDA (grinning) Serious like a heart attack! Hey, maybe I can push you around in some goofy wheelchair!

Andy softly shakes his head.

ANDY No, it's true. I have lung cancer.

GEORGE That's ridiculous. You don't even smoke.

ANDY (emphatic) I -- I got some freaky rare kind. It's called large-celled carcinoma.

Lynne's eyes tear up. She hugs onto Andy.

LYNNE Jesus, Andy! Can they cure it?

ANDY They don't know... they've gotta run more tests.

LYNNE (starting to cry) Have you told your family?

ANDY No, NO! Not yet. I feel bad -- I've jerked 'em around so many times.

George and Zmuda glance skeptically at each other. Hmm... Confused, George leans in to Andy.

GEORGE Andy... you look me in the eye, and tell me this is true.

Andy gulps.

ANDY George -- it's true.

INT. DENNY'S BATHROOM - NIGHT

George confronts Zmuda.

GEORGE If I find out you're behind this, I'll kill you.

ZMUDA What are ya TALKIN' ABOUT?! I was the one saying I didn't believe it!

GEORGE Exactly. That's the sort of thing you guys would work out to fuck me up.

INT. LAUREL CANYON HOUSE - DAY

Andy is doing laundry. He empties the clean clothes, puts them in a basket, and carries them to the rug. Then he sits down and starts laying out pairs of socks in highly symmetrical patterns. Focused, impassive, Andy pointlessly orders the socks like the world depended on it.

Lynne enters, emotionally wrecked. She stares in frustration at Andy's behavior.

LYNNE How can you be so casual??!

ANDY (he shrugs) Even if I'm dying -- I still need clean socks.

LYNNE You're NOT DYING!

ANDY Okay. You're probably right.

He keeps working. Lynne loses it.

LYNNE God, you're so detached!!

Lynne storms out.

Andy finishes his socks. Satisfied... he turns on the TV.

ON THE TV: It's "Lassie." Little TIMMY is laid-up in bed, with a broken leg. Suddenly LASSIE runs in, holding a book. Lassie places the book on his lap. The boy smiles gratefully.

TIMMY (ON TV) Thank you, girl. You're my best friend.

Timmy warmly embraces the dog.

ANDY - is terribly touched. Tears start rolling down his face.

Genuine sobbing. Terrible grief, until he wipes his cheeks. Andy collects himself, then reaches for a phone. He dials a long number.

ANDY (on phone) Dad...?

CUT TO:

INT. CEDARS SINAI, RADIATION ROOM - DAY ANDY lies under the machine. It bombards his body with powerful radiation.

INT. CEDARS SINAI, DOCTOR'S OFFICE - DAY

The whole Kaufman family is gathered. Stanley, Janice, Michael and Carol listen to a BLAND DOCTOR in a white coat.

DOCTOR The cancer started in Andy's left arm and spread to his lungs. We've	initiated an aggressive radiation program... see if we can eradicate the affected cells. (his BEEPER goes		off) Excuse me. I'll be right back.

The doctor leaves. A somber silence -- and then Janice bursts into tears. Stanley hugs her tightly.

Carol watches the doctor with great hostility. His old tennis shoes are grabbing her attention. He leaves, and she frowns.

CAROL What a crock.

STANLEY (angered) How dare you make light of this!

CAROL Dad, I cried when he broke his neck. He's not gettin' me again --

STANLEY (impassioned) Jesus! He's got lung cancer!

A standoff moment. Carol loses it.

CAROL See, that's exactly it! He picked lung cancer, because he doesn't	smoke. That makes it weird! If	he'd picked leukemia, it'd be	totally believable, and we'd all be	going, "Poor Andy, he's really	sick." So he chose lung cancer, because he WANTS us to be scratching our heads, saying, "Is this real?"

JANICE (trying to convince		herself) Of course it's real. We're in a	hospital...

MICHAEL Mom, it's Cedars-Sinai! It's a	showbiz hospital! Andy's studio friends probably run this place!

CAROL He plans these things out. He takes over, hires actors... (beat) Personally, I didn't think that "doctor" was very convincing.

MICHAEL Did you notice his costume had the wrong shoes?

CAROL (excited) Yeah! He didn't have doctor shoes!

A moment of total silence. All four of them look at each other. Is there... a glimmer of hope?

MICHAEL We all know he's talked about faking his own death...

STANLEY Sure -- but what if he isn't?		(sad; poignant) My son could be dying... and we're actin' like we're on Candid Camera.

CUT TO:

EXT. LAUREL CANYON HOUSE - DAY

George pulls up in his convertible. He jumps out.

He walks to the door and starts to knock -- when suddenly it creeps open. It's Lynne, putting her finger to her lips: Shh!

INT. LAUREL CANYON HOUSE, LIVING ROOM - DAY

The house is dark. Lynne leads George into the shrouded living room... and Andy is sitting in a Lotus position, concentrating. In front is a WILD-HAIRED MAN in a purple robe.

WILD-HAIRED MAN I want you to visualize. Visualize big, healthy white cells in your body. Now visualize little cancer cells. Now those big white cells are attacking the cancer cells...

ANDY I see them... I see the white cells...

In the corner -- George stares. He's fighting his skepticism.

CUT TO:

INT. LAUREL CANYON HOUSE, LIVING ROOM - LATER THAT DAY

The drapes are open. Sunlight streams in. Andy hugs the teacher goodbye, and the man leaves.

George has been waiting in back.

GEORGE What was that all about?

ANDY It's visualization therapy. He's	helping me turn inward and fight the disease.

Long beat.

GEORGE He's an actor. I remember him in "The In-Laws."

Ah. Andy's eyes widen. His wheels are spinning fast.

ANDY Uh, yes... that's true. But he's	also ordained in holistic medicine.

ON GEORGE - He glares, stewing. George is fed up.

ON ANDY - An unspoken tension. Then suddenly, he breaks down.

ANDY (cont'd) George, what am I supposed to do?! I'm sick, and I'm tryin' to get better... but everyone's lookin' at me funny! Even you come to my home and act like I'm puttin' on a skit!

GEORGE You must take a little pleasure in it.

ANDY Of course! (beat) But that doesn't mean I don't need everyone's support! I can't be surrounded by negative energy.

George shakes his head.

GEORGE Andy, you're surrounded by what you create. You are the KING of negative energy.

ANDY (thrown) Y-yeah? Well, then it has to stop! Because if these bad vibes get out... then everyone will be talkin' about how sick I am, and it becomes a self-fulfilling prophecy, and then -- I'm dead.

Andy struggles to remain composed. George sighs.

GEORGE So how can I help you...?

ANDY I wanna go back to work and put on a	happy show. (bright-eyed) The best show anybody's ever seen!

GEORGE Do you wanna tour the clubs?

ANDY No clubs. I wanna reach the TOP! (beat) Carnegie Hall...!

George gently smiles.

CUT TO:

INT. NATIONAL ENQUIRER OFFICES - DAY

A STAFF meeting at the National Enquirer.

REPORTER #1 I'm working on a great cover story: I've got a guy in the lab at Cedars. He says Andy Kaufman is dying of lung cancer.

Beat. The room GROANS.

EDITOR What bullshit! No. No more Kaufman stories! He's burned us too many times!

REPORTER #2 Yeah, he's definitely not dying. He's playing Carnegie Hall next month!

The Reporter frowns.

REPORTER #1 Jesus. Only Kaufman would use cancer as a publicity stunt.

INT. LAUREL CANYON HOUSE - NIGHT

A 16mm PROJECTOR runs a scratchy 1930's movie short on the wall. Smiling fake COWBOYS and COWGIRLS dance, the cowgirls straddling hobby horses. They all SING.

COWBOYS AND COWGIRLS "I've got spurs	 That jingle-jangle jingle..."

WE WIDEN

Andy, George and Zmuda watch. Andy's face is enthralled like a kid.

ANDY This is great. The crowd's gonna love this! (giddy; thinking) Hey... do you still think any of those cowgirls are still alive?

ZMUDA I dunno. If they were, they'd be pushin' 80.

ANDY Well, call SAG. It'd be cool to get one on the show. (excited) I want the evening to build and build. It's gonna have the most incredible ending: Singers, dancers, the "Hallelujah Chorus" -- then the sky opens, and Santa Claus comes flying down!

ZMUDA And you say, "Santa, what am I	gettin' for Christmas?" And he says, "Cancer!"

ANDY No! NO NO NO! None of that! I	want this show to be positive!

GEORGE That's great... but this show's	gonna cost a fortune. Even if it	sells out, you'll still lose eighty grand.

Andy smiles.

ANDY I don't care about the money. I	just want the show to deliver.

GEORGE So who's gonna pay for it?

ANDY Tony Clifton.

GEORGE (beat) You know Tony doesn't have that kind of money.

ANDY Then he'll borrow it. I know Tony better than you do. Even if he has to work another ten years to pay it off, he'll do it!

Pause. George considers this -- then slowly nods.

GEORGE Okay, Andy. Will do.

CUT TO:

INT. CEDARS SINAI - DAY

Andy silently sits. The doctor and two NURSES administer a chemo drip into Andy's body.

He stares at the needle in his arm.

The chemo begins.

CUT TO:

EXT. CARNEGIE HALL - NIGHT

A dressy NEW YORK CROWD pushes into Carnegie Hall. The marquee says "ANDY KAUFMAN."

INT. CARNEGIE HALL - LATER THAT NIGHT

The show is on. Andy effusively PLAYS his conga drum and SINGS nonsense words to "Allouette, Gentille Alloutte."

ANDY Abbu daba, abi abbu daba! Abbu daba, abu dabu do! (to the crowd) Abbu dabbu da ba do...!

Everyone repeats. In the audience, George sings along too.

AUDIENCE ABBU DABBU DA BA DO!!

ANDY A ba du ba ti la ma na go!

AUDIENCE A BA DU BA TI... LA... MA NA GO...

ANDY (grinning) Abbu da ba du ba ti lama na gobo abi tabu la!

AUDIENCE ABBU DA BA DU...

The crowd hopelessly breaks out LAUGHING.

ANDY laughs along. They're all having a good time.

INT. CARNEGIE HALL - LATER THAT NIGHT

The corny "Jingle Jangle Cowboy" MOVIE is playing on a big screen. It finishes. Beaming Andy grabs the mike.

ANDY Ladies and Gentlemen! I'm pleased to announce that we have with us the one surviving cowgirl from that 1931 film, Eleanor "Cody" Gould!!

Crazed APPLAUSE. Frail ELEANOR GOULD, 75, comes onstage.

ANDY (cont'd) It's such an honor to have you here.

ELEANOR (squinting into the		lights) Andy... this is so overwhelming...

ANDY Well, it's gettin' even better! 'Cause we found one of the original hobby horses! Do you -- do you think you could treat us to a few steps from "Jingle Jangle Jingle"?

Eleanor starts to protest -- but Andy hands her the HOBBY HORSE. She blushes. Andy turns away, goes to the band, and starts conducting. They begin to PLAY "JINGLE JANGLE JINGLE." Eleanor awkwardly starts dancing in circles.

Andy gets excited and conducts FASTER. Eleanor is sweating. She dances faster.

Andy impatiently SPEEDS UP the MUSIC MORE. Eleanor desperately skips in circles, trying to keep up... when suddenly she grabs her heart.

Eleanor stops -- and collapses. She's down.

A horrified GASP from the crowd. The band stops playing. CREW MEMBERS run on from backstage. One checks her heart. She's not moving. Zmuda runs out, horrified.

ZMUDA Is there a doctor in the house??!

The crowd is stunned silent. Pause -- then one man stands.

It's Michael.

Straight-faced, he hurries out of his seat, sprints down the aisle, and goes on stage. Michael checks her pulse and loosens her blouse. He presses Eleanor's chest, trying to restart her heart. But then -- he shakes his head sadly. She's dead.

The crowd MOANS sadly. Michael covers Eleanor with a jacket.

INT. CARNEGIE HALL, BACKSTAGE - NIGHT

Andy watches, pleased. Suddenly, he COUGHS harshly. Andy drinks some water. Pause... then he puts on a goofy Indian headdress and runs back out.

INT. CARNEGIE HALL - NIGHT

Eleanor lies dead. Andy skips over and starts doing an Indian war dance around her body. The crowd is baffled. Andy WHOOPS, he CHANTS... and then Eleanor starts to rise!

He WHOOPS triumphantly. She lives, like Frankenstein reborn! The crowd CHEERS, surprised and giggling.

ANDY Ladies and Gentlemen, she's alive!

Huge APPLAUSE.

CHOIR (O.S.) HALLELUJAH! HALLELUJAH!

ANDY Ladies and Gentlemen, the Mormon Tabernacle Choir!!!

Rear curtains part, and the MORMON TABERNACLE CHOIR belts out the "Hallelujah Chorus"!

It's spectacular. The crowd goes nuts.

ANDY (cont'd) Oh my gosh, it's the Rockettes!

Yes indeed, TWO DOZEN ROCKETTES rush in from the sides, legs kicking high.

The crowd WHOOS.

ANDY (cont'd) Girls and Boys, it's Santa Claus!!

Snow start falling, and SANTA ON HIS SLEIGH drops from above.

The crowd screams with excitement. It's unbelievable. They leap to a standing ovation.

In front are Stanley and Janice. They start crying.

Beaming Andy embraces Eleanor. Then he takes the mike.

ANDY (cont'd) And it's not over yet!! 'Cause I'm	taking you all out to Milk and Cookies!!

The crowd laughs.

ANDY (cont'd) I'm serious!!!!!!!

EXT. CARNEGIE HALL - MINUTES LATER

A thousand people file out -- and THIRTY-FIVE SCHOOLBUSES are parked up and down Fifth Avenue!!! The crowd is AWED.

Andy euphorically marches out, pushing his endurance. He's the Pied Piper.

ANDY Single file! Don't rush! There's	enough cookies for everyone!!

EXT. ELEMENTARY SCHOOL - LATER THAT NIGHT

The schoolbuses pull up to a school. The disoriented passengers step out, not sure what to expect...

INT. ELEMENTARY SCHOOL, CAFETERIA - NIGHT

The audience crowds inside... and LADY CAFETERIA WORKERS in hairnets are dispensing milk and cookies. It's remarkable.

At a little kids table sit Andy and Lynne. Andy's face is pure joy. He watches all the adults munching on their cookies, everyone giddy at the silliness of it all.

Andy smiles beautifully. He squeezes Lynne's hand, then whispers.

ANDY I don't want this to ever end...

EXT. NEW MEXICO DESERT - DAY

A stucco SPA RESORT sits in the middle of the rocky desert.

INT. SPA - SAME TIME

A room with soft lighting and billowing curtains. A New Age HEALER is laying crystals upon Andy's body.

Andy COUGHS. His hat is off, revealing he's bald.

HEALER Now we'll place a blue crystal. Very high vibrations. It's	wonderful for it's healing powers.

ANDY (spellbound) Okay. Let's try two of those... and one of the pink ones.

EXT. SPA - DAY

Zmuda stands with a swarmy ADMINISTRATOR.

ADMINISTRATOR Your friend is doing four crystal sessions a day, but it's just not helping.

ZMUDA I know... (beat) The cancer's terminal.

ADMINISTRATOR Yes. That wasn't made particularly clear to us when he checked in...

ZMUDA (irked) Look, personally, I think rubbing rocks on people is a load of horseshit. But if it makes Andy happy, that's all that matters.

The man purses his lips.

ADMINISTRATOR I'm sorry to sound crass -- but we	don't want to be "that health resort	in New Mexico where Andy Kaufman	died." (beat) I'm going to have to ask you to leave.

Zmuda is speechless.

INT. SPA, ANDY'S ROOM - LATER THAT DAY

Zmuda angrily packs Andy's bags. Zmuda is seething.

But Andy is strangely calm and unaffected.

ANDY It's okay, Bob. It wasn't really working. (a gentle smile) We'll find something better.

INT. LAUREL CANYON HOUSE, KITCHEN - DAY

Lynne and Little Wendy are cooking Andy lunch. Lynne mashes up strange unidentifiable plant products.

LITTLE WENDY What is this stuff?

LYNNE It's all macrobiotic. Millet, burdock root, kelp... Andy says it'll purify him.

Suddenly -- a SHARP VOICE.

TONY CLIFTON (O.S.) What is that crap? Looks like somethin' my dog would puke up!!

The women turn. It's Andy -- dressed as Tony Clifton.

A spooked moment.

Tony's wig, peach tux, and sunglasses are there... but Andy is barely strong enough to bark out the attitude.

TONY CLIFTON How 'bout me and you dolls go get some REAL food: French fries and a	Porterhouse steak!

LYNNE (not sure what to		say) ...Andy...?

Little Wendy's eyes pop: Oh no she broke the rule! Tony gets very indignant.

TONY CLIFTON I ain't Andy! I'm Tony! Andy's	sick -- pick, chick, kick, lick! The doctor says he's a goner. (rousing himself) But Tony's built like a mule! Andy asked me to be his pallbearer! I'll do it for him! I'm getting stronger and stronger! Here, watch this!

Tony picks up a CHAIR and starts lifting it: Up, down, up, down. Worried, the women rush to stop him. They take the chair.

LYNNE Stop it! C'mon, put that down.

TONY CLIFTON Yeah, you're right. We better get movin'. We don't wanna miss Happy Hour at Kelbos -- all the Mai Tai's	you can drink for $4.99.

Tony jauntily turns to exit. He gestures to the ladies.

TONY CLIFTON (cont'd) Let's go! (he starts SINGING		"New York, New		York") "These vagabond blues,	 Are washin' away.	 I'll make a brand new start of	it..."

Tony reaches the doorway -- and collapses.

He clutches himself in pain.

LYNNE AND LITTLE WENDY Andy!!

Shocked, they run over.

Tony lies huddled on the ground. He mutters sadly, defeatedly.

TONY CLIFTON Dammit...

CUT TO:

EXT. LAUREL CANYON HOUSE - DUSK

The sun is setting, purple and orange over the hills. Andy and George lie on chaise lounges, serenely staring out. Andy has a blank look on his face, and has lost more weight. He is a shadow of himself.

ANDY I can't move my arm.

GEORGE (awkwardly) You've got good days and bad days.

Andy softly sighs.

ANDY My hair is coming out.

GEORGE (whispers) Yeah...

George silently pats Andy. Andy's energy is sapped, but he forces himself to be upbeat.

ANDY I've got an idea for a new TV show for me to star in. It's called "Uncle Andy's Fun House" -- it'll be	a Saturday morning thing where I can goof off with the kids. You know, puppets, magic tricks...

George is choked up. He goes along with it.

GEORGE (long pause) I think we can sell that.

Silence.

George struggles not to shatter Andy's enthusiasm.

Andy smiles gratefully.

ANDY Hey... thanks for always backin' me.

George clenches Andy's hand.

GEORGE Did your -- doctor say it's okay for you to go back to work?

ANDY Ehhh, you know those guys. If he	had his way, I'd be stuck in the hospital, running tests all day. (beat) And anyway, I've found a new guy who's gonna be able to instantly remove the cancer.

GEORGE (startled) Really?

ANDY Yeah! He's a psychic surgeon in the Philippines, and he's amazing! He	rubs you and sucks the disease right out!

Andy beams. George stares sadly.

GEORGE The Philippines? I dunno... Andy... he sounds like one of your characters.

TIGHT - ANDY

His voice gets hushed.

ANDY No... this guy's special. (very sincere) He performs miracles.

George doesn't know how to respond.

Andy looks up pleadingly.

ANDY (cont'd) He's my last chance.

CUT TO:

EXT. BAGUIO CITY, PHILIPPINES - DAY

Baguio, a tiny scratched-in-the-dirt Philippine city.

Suddenly, a rattletrap COMMUTER PLANE lurches out of the sky. It hits a dirt runway. Dust flies. Chickens squawk and run.

INT. BEAT UP TAXI, PHILIPPINES - DAY

Andy, Lynne, and Zmuda ride through the impoverished city.

Andy stares in amazement.

EXT. CLINIC, PHILIPPINES - DAY

They reach a brick building. A sign says "CLINIC," with an eye over a triangle.

INT. CLINIC, PHILIPPINES - DAY

A NURSE hurriedly helps weakened Andy sign a bunch of forms. Money is handed over.

Andy's clothes are stripped off. They're thrown in a locker.

INT. CLINIC OPERATION ROOM, PHILIPPINES - DAY

A large white tiled room. Lynne and Zmuda roll in pallid Andy, his limp body unmoving.

Andy looks up... and there's a LONG LINE OF SICKLY PEOPLE. Primarily Japanese, emaciated, all stripped to their underwear and barely able to stand.

They have a look of desperation and reverence.

At the head of the line is JUN ROXAS at his work station: A bench, a sink, and ATTENDANTS with clean towels.

A SICKLY WOMAN crawls onto the bench. Jun impassively presses his hand into the fatty flesh of her stomach, kneading, searching. Pause, then he removes some BLOODY GUTS.

He flings them into a bucket.

The woman cries out.

Andy gasps.

The woman is helped away.

Jun turns to wash his hands. An attendant gives him a towel to dry with. Then a SICKLY MAN crawls up...

Andy rolls closer. He stares at all this with fear. Nervousness. Hope.

Jun impassively presses his hand against the man's head. He concentrates, searching... then pulls out some BLOODY GUTS.

He flings them into a bucket.

The man shakes. He is helped away.

Andy is wide-eyed. He gets closer... closer...

More patients. More bloody guts. More sobbing.

Andy's excitement builds.

Then -- he reaches the front.

A moment.

Lynne and Zmuda stare into Andy's eyes, drawn in by his total belief. They are overcome. It feels like they're saying goodbye. Lynne gives Andy a tender kiss. Zmuda starts to shake his hand -- and instead hugs him tightly.

Andy smiles, then the attendants lift him from the wheelchair. They help him up to the bench.

Andy lies down. Fluorescent lights buzz overhead.

He looks over, and Jun Roxas is washing his hands from the previous patient.

Andy shivers, anticipating the miracle.

Jun turns. An attendant gives him a towel to dry off.

Andy relaxes, readying for it all...

He glances at Jun's hands. Jun hands back the towel -- and under it the attendant quickly slips Jun a sack of animal intestines.

Jun discreetly palms it. He's a fake.

CLOSEUP - ANDY

A moment of stunned disbelief.

He is shocked. Outraged. Disappointed. Flabbergasted.

The faith is meaningless. The joke is cosmic. The con man has been conned.

Andy's overpowering emotions coalesce... and he starts to LAUGH.

It's sidesplittingly funny. Andy LAUGHS, and LAUGHS, and LAUGHS, like a crazy man with no salvation, the joy releasing him, the tears rolling down his cheeks.

His face flushes with color. Life sparkles in his eyes. Andy laughs and guffaws until he's hoarse. This is the best gag of them all.

SLOW DISSOLVE TO:

INT. FUNERAL HOME - DAY

Andy lies in peace in a casket. He has died.

His expression is pleasantly bland. Almost Latka-like. But his face is caked with so much funeral-home makeup, it almost looks like a mask.

We slowly widen. The casket is surrounded by beautiful flowers. We TILT UP... and high above... is a MOVIE SCREEN.

On the SCREEN is a projection of Andy, silently staring at us. There's a gentle smile on his face. It's the image from the opening of this film.

ANDY'S POV: The chapel is filled with GRIEVING MOURNERS. All are in black. Everyone's quiet, in a state of shock.

Andy's family is huddled.

Lynne sits alone in a pew, crying.

George gives Zmuda a hug. Little Wendy comes over... and they comfort each other.

Everyone who ever knew Andy is there: Taxi cast, Fridays cast, TM followers, hookers, Jerry Lawler, Ed Weinberger, Maynard Smith, Budd Friedman, it goes on and on...

And -- they all have odd discombobulated expressions. They stare up at the PROJECTED ANDY.

ANDY (ON FILM) Well... My show is over. I did my	best, and I just want to say, until we meet again... please remember: (he begins to SING) "In this friendly, friendly world...	 With each day so full of joy.	 Why should any heart be lonely."

Some gathered people tentatively join in the SINGING.

ANDY (ON FILM) (cont'd) So everybody! Put your arm around the person next to you, even if you don't like that person. Come on! (he resumes SINGING) "The world is such a wonderful	place,	To wander through,	When you've got someone to love,	To wander along with you.	With the sky so full of stars,	And the river so full of songs,	Every heart should be so thankful,	Thankful for this friendly, friendly	world..."

The curtain behind the coffin OPENS and the casket with Andy's body slowly slides into the DARKNESS.

The curtain closes. The FILM ENDS.

And all goes silent.

Some people cry. Some begin to leave. Most of them are just staying, numbed.

George and Zmuda whisper.

GEORGE It's a perfect Kaufman audience.

ZMUDA Yeah. They don't know whether to be sad, or angry.

The Taxi cast are flustered.

CAROL KANE Why are people leaving? The curtain's gonna open. Andy's gonna come out... I know it!

TONY DANZA Sure, the body was just made of wax...! (a very long beat) Wasn't it......?

Silence. They look to the front.

The closed curtain wafts... then settles motionless.

FADE OUT.

FADE IN:

EXT. SUNSET BLVD./COMEDY STORE - NIGHT

A SUPER slowly appears: "EXACTLY ONE YEAR LATER"

On Sunset, TWO DUDES come riding along on skateboards. Suddenly they reach -- INSANITY. Traffic on Sunset is jammed. HONKING limousines jockey to squeeze by.

Confused, one Dude squints into the distance -- and his eyes pop.

DUDE #2 Oh my GOD. (stupefied) That's the freakiest thing I've ever seen!! Look!

He points. His friend turns -- and gasps.

AT THE COMEDY STORE - The marquee says "TONY CLIFTON: LIVE!"

DUDE #1 Man, we were right! He's not dead!

DUDE #2 He's just been lyin' low for a year! WE GOTTA GO!

Hysterical, the guys race up to the club. But outside, there's a CRAZED, PULSING MOB. People are screaming. Police have barricades. Everybody cries to get in.

INT. COMEDY STORE - SAME TIME

It's packed. Every square inch is filled with glittery Hollywood VIPs. People make chit-chat... but there is a squeamish excitement in the air. A brooding unease. Nobody knows what to expect.

Suddenly -- the lights go black. A BOOMING ANNOUNCER.

ANNOUNCER (V.O.) Ladies and Gentlemen! Please put your hands together for... Tony Clifton!

The THEME FROM 2001 starts playing. "DAAAAA, DAAAAA, DAAAAA! DA-DAAAAA"!

A small SPOT appears -- on a peach tuxedo. The light grows bigger, bigger... the tension magnifying... people gasping... our view widening... until Tony Clifton is revealed onstage!

It's an extraordinary theatrical moment -- without response. The crowd has no idea what to do.

Tony smirks.

TONY CLIFTON How ya doin'?

Dead silence.

Tony struts downstage. He waves to the crowd.

TONY CLIFTON (cont'd) How you doin' back there?! (to the front rows) How you doin' up here?!

Still no response. Until -- a lone reckless VOICE.

VOICE Andy!

Whoa. The crowd rustles nervously.

Tony grimaces.

TONY CLIFTON Don't know nothin' about no Andy. Just some dead guy tryin' to ride my coattails. (to the BAND) Let's HIT IT, boys! One, two, anda one two three four!

The BAND kicks in with disco anthem "I WILL SURVIVE." Tony starts SINGING the schmaltzy opening:

TONY CLIFTON (cont'd)	"First I was afraid	 I was petrified.	 Kept thinkin' I could never live	 Without you at my side." (he wipes away a		pretend tear) "Were you the one that tried to	 Hurt me with goodbye?	 Did you think I'd crumble?	 Did you think I'd lay down and	 Die...?"

We PAN the room full of enthralled spectators. At a front table are George and Lynne.

Tony attacks the chorus.

TONY CLIFTON (cont'd) "Oh no not I!	 I WILL SURVIVE!	 As long as I know how to love,	 I know I'll simply stay alive!"

In the crowd, we pass face after face -- smiling... frowning... intrigued... confused... until we settle on a man in the very last row.

Bob Zmuda.

Enjoying the show more than anyone.

TONY CLIFTON (cont'd)	"I've got all my life to live	 I've got all my life to give.	 I will survive..." (he hits his big		finish) "I -- WILL -- SURVIVE!!!"

The music CRESCENDOS, and the song ENDS.

Zmuda grins and APPLAUDS proudly.

FADE OUT. THE END