My Happy Days movie script

[Race's Girl]

INT. UNIVERSITY OF WISCONSIN IN MILWAUKEE (UWM), CLASSROOM.

RICHARD JORDAN 'RICHIE' CUNNINGHAM is sitting at his desk among a full classroom, with her looking more happier than usual, RICHIE, son of HOWARD and MARION, is a nineteen-year-old handsome young man and always aware of it. Dressed in a red letterman sweter, pink shirt, black loafers and blue jeans, he holds his body stiffly, with an almost masculine walk; his face expresses happiness. We slowly turn to show HENRY GARRITY, the journalism professor, a dark haired man with a white suit, white tie, white shoes and a blue shirt. He lectures with his hands making exaggerated gestures. When the camera returns to RICHIE, it can be seen that he has been doodling a picture of a rabbit.

EXT. UWM, FRONT YARD.

In front of the school various students are scattered about, enjoying their lunches and talking with each other. RICHIE is sitting on the front steps trying to read a book he had written. KESLEY and CHELSEA FISHER, two twin students, dressed like twins themselves come down the steps, banging into RICHIE as they come past him. RICHIE flashes a dirty look in their direction and goes back to reading.

INT. UWM, CLASSROOM.

Another full class with RICHIE in it, this time taught by J. E. B. "BUZZCUT" JUDGE, a short-tempered, loud ex-marine, seemingly always angry who teaches language arts. A bunch of names from William Shakespeare's Hamlet are on the board. BUZZCUT is lecturing but RICHIE does not seem to be paying attention. BUZZCUT launches a tirade at RICHIE, who then shows him a tablet computer (superficially resembling a PADD from Star Trek: The Next Generation or a large Palm Pilot), on which he has made out a table showing the interrelationships among all the major characters. BUZZCUT looks flabbergasted.

INT. UWM, HALLWAY.

The hallway, painted and tiled to resemble an insane asylum, is empty except for the dean, PETER MCVICKER, a large, sweaty man, always exceedingly stressed-out who is moving down it. Suddenly, a bell rings and students race out of the classrooms and through the hallways en masse in the opposite direction, apparently due to the bell ringing for the end of the day; they nearly run over MCVICKER, who is visibly upset. RICHIE follows the group at a leisurely pace. As he passes MCVICKER, he glances at him, his tongue sticking out slightly. Among the students coming out is RICHIE.

CUT TO: EXT. A NEIGHBORHOOD IN MILWAUKEE

RICHIE is walking. He is accosted by LORI BETH ALLEN and JENNIFER JEROME. LORI BETH is wearing a pink cardigan sweater, a striped sweater, an orange scarf, a black skirt and black pumps. JENNIFER is wearing a light blue cardigan sweater, matching skirt, white socks, a floral blouse and black pumps. Both giggle incessantly and look like they have the maturity and values of teenagers. RICHIE walks around them.

CUT TO: THE STREETS OF MILWAUKEE

RICHIE enters a house, presumably his.

CUT TO: EXT. ARNOLD'S DRIVE-IN

Arnold's is a student-frequented drive-in in Milwaukee. Music is coming from inside.

CUT TO: INT. ARNOLD'S DRIVE-IN

On stage, The Band (the band at Arnold's Drive-In) is performing the Man From MI.5 theme from the Thunderbirds episode of the same name finishing up a song. The singer and lead guitarist is WARREN 'POTSIE' WEBER. He is accompanied instrumentally by RALPH MALPH (piano), RICHIE (saxophone) and CHARLES 'CHACHI' ARCOLA (drums)

RALPH and POTSIE are the same age as RICHIE. POTSIE is wearing a yellow sweater, blue shirt, blue jean and black loafers and RALPH is wearing a white tri-stipe sweater, pink shirt, blue jeans and black loafers.

CHACHI, on the other hand, is a sixteen-year-old. He is wearing a dark green jacket, orange T-shirt, blue jeans and black sneakers. His eyes move probingly when he looks at something, always noting details, his hands always moving with precision.

The audience consists of high school and college students. As the Band finishes, the audience applauds.

RICHIE: Thank you, all. You've been a great audience. See you tommorow.

The band starts to pack up their equipment.

Elvis Presley's "Girls Girls Girls" begins playing on the jukebox. JOANIE LOUISE CUNNINGHAM, a perky sixteen-year-old enters. Her movements are shown in slow motion as she confidently approaches the stage, CHACHI virtually staring at her. There is a sparkle in her eye and a bit of a fiendish smile on her face as her dark hair flows about her face and her thoracic endowments bounce within her light blue jeans. Fade out music.

RALPH (sarcastically): Great. Joanie L. Cunningham.

JOANIE: Hi, guys. Where's the Fonz?

POTSIE: He'll be here in a moment, Joanie!

JOANIE: I really enjoyed this afternoon's performance. That last song was cool.

CHACHI: It's nothing, really. Just a bunch of ramblings I patched together.

JOANIE: On the contrary, it was a hauntingly beautiful expression of the loneliness of human existence. (beat) You know, I can help you overcome that problem.

POTSIE: Well--

RALPH and RICHIE approach.

RALPH: Hey, Pots. Can we have a word with you for a moment?

POTSIE: Sure.

RALPH and POTSIE rejoin RICHIE

RALPH: What did Rich tell us about Joanie?

POTSIE (sighing): She's a cow.

RICHIE: Well, remember that! You know how many relationships she's wrecked?

CHACHI: That's just a rumor.

RICHIE: It's not just a rumor. She's tried coming between me and Lori Beth.

RALPH: She's as bad as Farrell, the original icebox woman. She's already stolen all my prospects this semester--except for you. (beat) Are you sure you don't--

POTSIE: I've told you guys a thousand times, we're just not compatible.

RICHIE: Hmph! Just stay away from my sister. She deserves to suffer.

RALPH: Yeah!

POTSIE: Who do you think you are, Rich? My mom?

RALPH: Your mom'd never lecture you to stay away from girls like Joanie.

POTSIE: Exactly.

RALPH: Guess you're right, Pots. Joanie'll just suck your blood out like Farrell did.

CHACHI: (shuddering) That's a scary thought.

RALPH: Well, think long and hard, Chach. It's about time you started thinking with your brain.

CHACHI sighs and walks back towards JOANIE.

CHACHI: Hey, Blue eyes, how about a movie on Friday night?

JOANIE: Get lost.

JOANIE slaps CHACHI across the face and turns to leave herself when she is confronted by FARRELL ALEXANDRIA GRIFFIN. FARRELL is a sixteen-year-old, beautiful but obviously cunning with piercing eyes. She is always stylishly dressed, always looking immaculate, strutting confidently, an obvious danger.

FARRELL: Joanie, haven't we talked about your problem before?

JOANIE: What problem?

JOANIE: Your relentless pursuit by Chachi. He's hazardous to your image and your life. You should be making the Fonz pursue you instead.

JOANIE: The Fonz is different from most other guys and that means he requires a different approach.

FARRELL: Your "innovation" comes close to desperation, Joanie. Make sure you don't cross over that thin line. The Fashion Club has standards that must be adhered to.

(walks away from JOANIE and meets with JOHNNY SHERMAN)

JOHNNY is a seventeen-year-old. Star football player. Arrogant, stupid, prone to outbursts of violence. Blindly faithful to FARRELL.

FARRELL: Ready to go, Johnny?

JOHNNY: (as he and FARRELL walk away) I know this nice, quiet place not too far from here...

[Race's Girl]

INT. A LEXUS ON THE INTERSTATE--DAYTIME.

MARION ALISON KELP-CUNNINGHAM (passenger's seat), HOWARD CUNNINGHAM (MARION's husband, JOANIE's father; driving) and JOANIE (back-seat) are present. MARION is a homemaker with periodic episodes of conscience over trusting her family; she has a deep-seated need to dominate others. HOWARD is the owner of Cunningham Hardware; he is fairly gullible and changes his beliefs, once adopted, slowly even in the face of overwhelming contrary evidence. MARION and HOWARD are dressed for a funeral; JOANIE, though in black is dressed too fashionably for the occasion; she is also wearing what are apparently sunglasses.

HOWARD: I can't believe your brother would do something so stupid, Marion!

MARION: Howard, there's not much we can do about it now. How were they supposed to know such a freak accident would happen? All we can do now is be supportive of Richard in this time of crisis.

JOANIE: What's he like these days, anyway? I know he goes to UWM and doesn't like funerals.

HOWARD: Well, would you want to get near your brother? He tried to make us eat crickets!

MARION: Howard! (beat) I talked to Nicola about him on the phone. She knows that Richard is very intellectual, a straight-A student and has a position on the school paper at the college newspaper as science editor.

JOANIE: Sounds like he might even have improved. We should get along nicely then.

INT. RALPH AND POTSIE'S APARTMENT, RIGHT OUTSIDE THE BEDROOM.

Exit JENNIFER with her sweater off and blouse unbuttoned from the bedroom soon followed by a barely dressed POTSIE, his shirt unbuttoned and hanging open in front.

POTSIE: I'm sorry, Jennifer but this off-again, on-again relationship doesn't work.

JENNIFER: It would if you wanted it to!

They proceed towards the kitchen, us following them.

POTSIE: It's just (beat) I can't live on an emotional roller-coaster. With you, it's either ecstasy or depression and nothing in between. And when I can't deliver ecstasy continually, you get mad.

They enter the kitchen.

JENNIFER: Can't take the pressure?

POTSIE: (smacking a counter) Yes! I can't go full tilt all night, every night! No man can!

JENNIFER: Then why bother doing it with me last night?

POTSIE: I'm human, I'm susceptible to temptation and I make stupid mistakes. And you're the same way.

JENNIFER clearly wants to make a snappy retort but can't think of one, so she picks up a vase with flowers in it and throws it at POTSIE. POTSIE ducks as JENNIFER leaves the apartment.

A MEETING ROOM.

Many relatives of HOWARD and MARION are present with RICHIE (dressed all in black, looking especially grim) HOWARD, MARION, JOANIE, NICOLA KELP-PHILIPS (MARION's sister), PAUL PHILIPS (NICOLA's husband), the latter two's children ROGER and FLIP and ROGER's girlfriend CLAIRE DANIELSON (along for moral support, dressed like a witch). FLIP is a big fan of King Solomon's philosophy and considers much of human behavior preposterous; he always speaks in a monotone; among all the people in the room, he is the only one who really understands JOANIE. All present are wearing dark clothes, looking morose and talking quietly among themselves.

RICHIE: (to FLIP) Great. Not only do I have to go through the suffering of losing my maternal uncle in a freak accident--as a result of his trying to make an affirmation of life on your sixteenth birthday--but now I'm stuck with having to live with my own grief.

FLIP: Look on the bright side, Rich. If you get stuck with my parents, at least you and Roger will be able to team up against me immediately. And Roger'll probably marry Claire soon so he'll move out and it'll be just us.

RICHIE: And what's the bright side if you get stuck with my folks?

JOANIE: (approaches RICHIE) Rich, it's you.

RICHIE: You look overdressed for the occasion. Going to a cocktail party after this?

JOANIE: You were a lot more cool the last time we met Flip. What Aunt Nicola told mom about you being the science editor of your college paper has to be a mistake.

RICHIE: It's not. I got stuck with the job because I'm the smartest guy on staff. As for me not being fashionable now, if you haven't noticed, we were just at uncle Jerry's funeral.

JOANIE: But you could still dress with a little style.

RICHIE: Where would I find the time today to do that with my busy schedule? Besides the funeral and meeting to discuss all the legal mumbo-jumbo, I'm building a replica of the Washington Monument from popsicle sticks and cleaning the oil off of a hundred baby seals.

JOANIE: Ewwww! (walks away)

FLIP: Could be worse. He could be a pure fashion-freak rather than one who at least knows something.

RICHIE: Wait until he finds out what I did with that green shirt he lent me.

Enter ERIC SCHAEFFER, a lawyer in an expensive suit.

ERIC: Excuse me. May I have your attention, please?

Everyone quiets down.

ERIC: I'm Eric Schaeffer, Jeremy Kelp's attorney. Our first order of business is the custody of his pet rabit, Grover. According to the official documentation, (pulls out several papers and reads) "In the event of their untimely death, neither of them surviving, they would prefer that none of their siblings get custody of Grover. Grover has been blessed in this respect being a rabbit. Jeremy is not so fortunate, being cursed with two sisters who are total and utter jerks. But since they have to choose and since Nicola is a ditz and her husband Paul is money-grubbing scum, they choose the lesser of the two evils and grant custody to Marion--also known as 'the Obsessive-Compulsive Controlling Homemaker'--and her husband Howard--otherwise known as 'the Complete Doofus'."

FLIP: (to RICHIE) You got Grover before me, I hate you, Rich.

RICHIE: (to FLIP) Grow up, Leopold.

INT. THE CUNNINGHAM HOUSE, LIVING ROOM.

Enter HOWARD, MARION, JOANIE and RICHIE through the front door, RICHIE is carrying a cage with a rabbit inside it.

HOWARD: Look, Richard. Rabbits are a big responibility.

RICHIE: I know.

JOANIE: What's with the sarcasm? Have you turned into a total geek since the last time Flip saw you?

MARION: Joanie!

JOANIE: Sorry, Mom. It's a valid question.

HOWARD: Let's just get the rabbit upstairs. I'm tired and want to go to bed...

INT. RICHIE'S CAR

RICHIE is driving to UWM wearing the same outfit in the first scene and sunglasses.

The car pulls up at the curb by UWM where RALPH, POTSIE, LORI BETH, JENNIFER and several other students are standing. RICHIE gets out of the car.

RALPH: Hey, Rich! How are you, how are you, how are you?

RICHIE: I'm okay, Ralph.

INT. UWM, HALLWAY.

Music: Elvis Presley's "Surrender"

RICHIE is walking through the halls, seeing lots of the student body. ANTON PAVLOV, the custodian is waxing the floor. RICHIE looks at LORI BETH, getting stuff out of her locker in attraction as he walks by. Groups in the hallways with JENNIFER and POTSIE arguing passionately, RALPH and MELISSA LEWIS kissing and a group of other students giggling, talking, arguing with others and discussing what they're wearing. RICHIE finally reaches the right room.

INT. UWM, PSYCHOLOGY PROFESSOR MARGARET MASON'S OFFICE.

PROF. MASON is the school psychologist, confident in herself to the point of conceited, a know-it-all in a skirt suit. RICHIE is sitting across the table from her. The table's top is covered with small holes, as if a lot of nails have been hammered into it and pulled out.

PROF. MASON: Now, Richard, let's see if you can make up a story about what's in this picture. (holds up a crude picture of two people talking)

RICHIE: Don't you know those tests don't tell you anything?

PROF. MASON: I'm the psychologist, not you. So what do you see in this picture, Richard?

RICHIE: It's either two people or a vase.

PROF. MASON: It could be both.

RICHIE and PROF. MASON smile at each other.

INT. UWM, ANTHONY DIMARTINO'S CLASS.

PROF. DEMARTINO is the history teacher, an angry, middle-aged man in an ill-fitting suit, a pot waiting to boil, easily set off by the slightest thing. RICHIE, RALPH, POTSIE, JENNIFER, LORI BETH and a gaggle of other students are present. The board has a number of words on it, including "Hitler", "Weimar Republic", "Treaty of Versailles", "SA", "paramilitary organizations" and "National Socialism".

PROF. DEMARTINO: Class, I am your new history professor.

STUDENTS: (all eyes on the blackboard) Hello, Prof. DeMartino.

PROF. DEMARTINO: I'm perfectly certain that all of you brilliant students bothered to read the chapter I assigned to you to read for today. The Weimar Republic was the government in Germany following the First World War. Even though it was democratic, it was notoriously unpopular. This, combined with poor living conditions, worsened by the Great Depression, the embarrassment of the Treaty of Versailles, the fear of communism and the right-wing and authoritarian elements of the culture at the time, created the conditions for the rise to power of radical elements, including the Nazi party.

INT. THE CUNNINGHAM HOUSE, KITCHEN.

RICHIE and the family along with FONZIE, who has just arrived, are sitting around the dinner table eating meat and potatoes. MARION is largely absorbed writing something on a tablet computer similar to those used by students in class. JOANIE isn't eating much.

JOANIE: It was just a normal day. Three As back on various assignments. Getting bugged by Jenny Piccalo to join the cheerleading squad. Asked out by six boys--

HOWARD: So, Richard, how was your day?

RICHIE: It was okay.

FONZIE: Red, don't judge people until you know them. You're in a brand new college year. Do you wanna be held back? What your folks told me--

RICHIE: It's not a repeat, Fonz. The only thing now to make it complete would be for Ralph and Potsie to show up to get my opinion on the latest Steve McQueen movie.

HOWARD: Come on, Richard. Not everyone could have been that bad.

FONZIE: Even the faculty was that bad. Red told me he was was tested by a psychologist who needed her own head examined. She had him look at a picture of two people and tell me what he saw in it. Have you ever heard of anything so lame?

MARION: Wait a minute, Arthur. You said Richard took a psychological test today?

FONZIE: Sure.

MARION: (gives RCIHIE a letter) I got a letter this afternoon about it. Prof. Mason, the college psychologist, said she wants you to take a special class.

JOANIE: Good God, Rich! Don't tell me she wants you to take remedial classes. You couldn't have become that stupid since you got that rabbit!

RICHIE: (looking over the letter) It's worse. They think I have poor self-esteem and want me to take a class to make me feel better about myself.

HOWARD: Low self-esteem!? Richard, that's wrong!

MARION: Howard!

JOANIE: (sarcasticlly) Poor Richie.

RICHIE: It's not as if anyone ought to be expecting me to feel happy so soon after I get a rabbit. Besides, you're taking the word of an idiot over what should be obvious.

HOWARD: Huh?

RICHIE: I have low esteem for people who administer self-esteem tests.

EXT. MILWAUKEE SUBURB.

JOANIE is walking to school when GORDON THOMAS comes up behind her.

GORDON: Hey, Joanie!

JOANIE: (turning to see him; happy) Hi, Gordon, how are you?

They hug briefly.

JOANIE: Carry my books?

GORDON: Um, sure thing. (takes JOANIE's bookbag) I haven't seen you in a while.

JOANIE: You know how busy I am. The Fashion Club is taking up so much time and I've got Jenny pestering me left and right to join the pep squad, and then I've got this big paper on economics in the Soviet Union I've been doing for Ms. Bennett's class. It's been a real nightmare.

GORDON: You think you could spare some time to go out this weekend? I got tickets to the Elvis Presley concert.

JOANIE: Well...

RICHIE: (out of view) Hey, Joanie! Wait up!

JOANIE and GORDON look back to see RICHIE coming after them. RICHIE looks unhappy.

GORDON: Is that your brother, Joanie?

JOANIE: Cousin, Gordon. He's my cousin.

INT. UWM, PROF. TIMOTHY O'HARA'S SELF-ESTEEM CLASS.

PROF. O'HARA, the literature professor, is jumpy, energetic, and sounds like Mork from Ork imitating a preacher. There is something creepy about him on top of this. RICHIE, RALPH, POTSIE, LORI BETH, JENNIFER and a few other students are present.

PROF. O'HARA: Welcome, class. You are about to embark on a hero's journey, one that begins here in this classroom and will send you on an expedition into the very depths of your soul. On the way you will encounter all kinds of dangers, face your deepest fears but in the end you will emerge reborn, fresh as a new flower and free of all the cares and worries that have plagued humankind since they escaped from Pandora's box. (sees RICHIE raising his hand) Yes?

RICHIE: I think I'm in the wrong room. Where's the self-esteem class?

PROF. O'HARA: This is the self-esteem class. I know it's not clear right now, but hold on a little while, leave your thoughts open and soon enlightenment will rush into you, filling you with light. Now, as we start, we all need to be honest about who we are. Let us begin. As we go around the room, let us say who we are and what it is about us that has brought us here. I'll start. My name is Timothy O'Hara and I'm here to be your guide to a new level of awareness.

(looks at POTSIE)

POTSIE: Hi, I'm Warren Weber and I'm here because Prof. Mason says I've got a very low self esteem.

PROF. O'HARA: (to RALPH) You, who are you and why are you here?

RALPH: I'm Ralph Malph and I was told I had to come to this waste of time because Prof. Mason says that I have to take this class after seeing a vase in a picture.

PROF. O'HARA: (to LORI BETH) And you, who are you and why are you here?

LORI BETH: I'm Laura Elizabeth Allen and I'm here because (begins crying) I... I'm sorry, I...

PROF. O'HARA: It's okay, Laura.

LORI BETH: (stops crying) OK.

PROF. O'HARA: (to RICHIE) You, who are you and why are you here?

RICHIE: I'm Richard Cunningham and I'm the victim of a system which uncritically follows the results of a pencil-and-paper test.

RALPH and POTSIE both give RICHIE an "oh, please!" look.

PROF. O'HARA: Richard, I think you need to overcome your denial before you can achieve a higher level of self-esteem.

RICHIE: I'm not in denial.

PROF. O'HARA: You just denied your denial.

RICHIE: How do you know there's anything to deny that I'm denying? Maybe the only denial's the denial that there's anything else to deny?

PROF. O'HARA: (looks very puzzled for several moments) Alright... (to an extra) You, what's your name?

EXT. THE STREETS OF MILWAUKEE.

RICHIE, RALPH and POTSIE are walking home.

RICHIE: ... So let me get this straight: For the next six weeks we sit around listening to pop psychology slogans intended to make us feel good about ourselves without any real justification for feeling good about ourselves.

POTSIE: Correct.

RICHIE: Plus we do busywork intended to pump up our egos, such as writing essays titled "Why I'm proud to be me".

RALPH: Correct. And I always write that I'm proud to be me because I enjoy making people suffer which I tend to do a lot.

RICHIE: And then they make us take a test that can be passed by giving answers that would satisfy even the shallowest of New Age "thinkers".

POTSIE: Correct. Claiming to be a reincarnation of Hitler will give Prof. O'Hara an ulcer.

RALPH: And you've memorized the entire course, yet you've deliberately flunked it over and over again.

POTSIE: Correct.

RICHIE: Why?

POTSIE: I like having low self-esteem. It makes it easy to get stuff out of others.

A LARGE TV SCREEN APPEARING IN A WINDOW IN A TELEVISION SHOP.

The screen shows on a great girl singer who appaers to be Wanda Jackson singing Mean Mean Man.

CUT TO: AMERICAN BANDSTAND PRESENTED BY DICK CLARK IN THE VIRTUAL TV SCREEN.

DICK is standing on the stage and looks enthused.

DICK: That was Wanda Jackson with Mean Mean Man which I particularly like which really tells women that we men can often be mean. Now before we wrap up, I want to get serious for a moment. I haven't heard anything from my Milwaukee friend Richie Cunningham for a while. I know this is rough for you, Richie but you know the tean and I are thinking about you and wishing you the best. Keep the spirit, Richie. We'll be missing you. And so, as we close, we want to present the video for Hello Walls by Faron Young. And remember, until next time-- (simultaneously) I'm Dick Clark, see you next week!

CUT TO: AN AMERICAN BANDSTAND PERFORMANCE OF FARON YOUNG'S "HELLO WALLS".

CUT TO: INT. RALPH AND POTSIE'S APARTMENT, THE LIVING ROOM.

RICHIE is sitting on the floor watching TV with POTSIE while RALPH is gluing a bunch of junk together into a sculpture with a glue gun.

RALPH: Wow! That's real nice of Dick Clark!

RICHIE: (repositioning himself so he sits up) Yeah, I guess he's a swell guy.

POTSIE: You don't want to be associated with popular people with their own show?

RICHIE: (rubbing POTSIE's shoulder) Does "friend of idiots" sound any better than "Joanie's cousin or whatever"?

RALPH: You've got a point. (glues a bottle-cap onto the sculpture)

RICHIE: What is that thing? (reaches towards RALPH's sculpture)

RALPH: Don't touch it! It took me hours to build.

CUT TO: ARNOLD'S DRIVE-IN.

The band are performing another song.

Why don't you come in and be loved
Baby why you standin' out there in the cold
You gotta have some lovin', that's what you been told
You gotta have someone who's gonna hold you tight
You gotta have someone who's gonna treat you right
Why don't you come in (c'min) and be loved
Come on, come on, come on, come on
Come in (c'min) and be loved

Who're you gonna choose to be your steady date
Don't you know the crazy things you do to me
Don't you know that I get dizzy at your touch
You probably think that fellow who has had too much
Why don't you come in (c'min) and be loved
Come on, come on, come on, come on
Come in (c'min) and be loved

I gotta have you honey since I saw you there
Gotta lotta lovin' that I'm gonna share
I know that you and I can make a wonderful pair
Tell me baby yeah-yeah-yeah
Say you're gonna let me be your special date
Let me be the guy the other fellows hate
Let me show you off at every place we go
I'll give you plenty lovin' 'cause I need you so
Why don't you come in (c'min) and be loved
Come on, come on, come on, come on
Come in (c'min) and be loved

I wanna do most anything that you will allow
I wanna win your favor and I wonder how
And if you wait too long, we'll have a real good brawl
So tell me baby now-now-now-now
Say you're gonna let me be your special date
Let me be the guy the other fellows hate
Let me show you off at every place I go
I'll give you plenty lovin' 'cause I need you so
Why don't you come in (c'min) and be loved
Come on, come on, come on, come on
Come in (c'min) and be loved
And be loved...

The audience cheers as the band finish the song.

RICHIE: Thank you, thank you, that song was from the 1958 Brit movie the Golden Disc.

INT. UWM GYMNASIUM, CATHY MORRIS'S GYM CLASS.

A group of cheerleaders, including KESLEY and CHELSEA, are standing in formation in gym clothes. LOUISE, similarly dressed and with a head-band, is standing before them.

LOUISE: Give me an F!

CHEERLEADERS: F!

LOUISE: Give me a U!

CHEERLEADERS: U!

LOUISE: Give me an D!

CHEERLEADERS: D!

LOUISE: Give me--

CATHY MORRIS, a mean-spirited, grumpy, corrupt gym teacher, approaches.

MORRIS: Louise, you trying to spell fudge?

LOUISE: Yes, Ms. Morris, the next letters were going to be G and E! We were going to spell "fudge". All the students love it.

MORRIS:Get back to playing basketball! (to cheerleaders) Okay, girls! I want to see some splits!

LOUISE departs.

CUT TO: INT. GYMNASIUM, BLEACHERS

RICHIE, POTSIE and RALPH, though dressed for gym class, are sitting at the bottom of the bleachers. They sit side-by-side, their thighs pressed lightly together. By them is AXL, who is still in his street clothes, oblivious to this.

AXL: ... And that's the honest truth; I swear it.

RICHIE: That wasn't something I needed to know about pepperoni.

RALPH: (aside, to RICHIE) Have him tell you about what's in Ms. Morris's desk drawers, Rich.

AXL: Now, Rich, I know why Pots and Ralphie hang out here but why are you sitting on the bleachers with me?

RICHIE: (deadpan) Your stunning personal hygiene.

POTIE: He's still recovering from his fashion trauma.

AXL: I can understand--Oh, bloody Hell! Look at that!

REVERSE ANGLE TO: CHEERLEADERS DOING SPLITS.

KELSEY especially looks enthusiastic when suddenly, she tumbles forwards and ends up tasting the floor.

KELSEY: Oof!

REVERSE ANGLE TO: POTSIE, RALPH, RICHIE AND AXL ON THE BENCHES.

POTSIE: I love it when that happens.

RICHIE: You wouldn't know anything about that cheerleader accident at the last pep rally, would you?

RALPH: Uh, what accident?

RICHIE: (drawing closer) The one everyone's been telling me about, when a pyramid of cheerleaders collapsed because someone greased the floor with petroleum jelly.

RALPH: I know nothing about that.

RICHIE: Sure you do.

MS. MORRIS approaches.

MS. MORRIS: (to AXL) And what are you doing here?

AXL: Sorry, Ms. Morris but a badger ate me gym clothes.

MS. MORRIS: Do you expect me to believe a lame story like that?

POTSIE: You believed he was human. I thought he was one of Ralph's sculptures.

MS. MORRIS: (to AXL) Axl, get out of my gym!

AXL departs.

MS. MORRIS: (to RICHIE) As for you, Richard, you are sitting out because...

RICHIE: I am too stressed by recent major life changes to be motivated to participate in many activities with my peer group.

MS. MORRIS: You've been spending time with that weird O'Hara guy; haven't you?

RICHIE: Yeah.

MS. MORRIS: Uh-huh. What's your excuse, Ralph and yours, Warren?

RALPH: You read my doctor's note. I was born with hamstrings which are too short. Every time I try to participate, they cramp up.

MS. MORRIS: Except when we're doing track, at which point you can run perfectly fine.

POTSIE: I never claimed to understand the anatomy.

RICHIE: (to RALPH and POTSIE) When we dissect the fetal pigs in Barch's class, remind me to point it out to you.

CHELSEA: (out of view)AAAAARRRRRGGGGGHHHHH!!!!!!

REVERSE ANGLE TO: A COLLAPSED PILE OF CHEERLEADERS.

REVERSE ANGLE TO: MS. MORRIS, RICHIE, RALPH AND POTSIE.

MS. MORRIS: (running off) God damn it!

RICHIE suddenly realizes what happened.

RICHIE: (to POTSIE and RALPH) Vaseline?

RALPH: (to RICHIE) K-Y Jelly.

[Race's Girl]

INT. UWM, CAFETERIA--LUNCH PERIOD.

Students are lining up to get low-quality food. FRED and RICHIE are in line picking up trays.

FRED: (disgusted) What is this stuff?

RICHIE: Don't bother to ask. The people who serve it have to sign confidentiality papers.

They begin selecting food.

FRED: I was wondering: I'm having a party at my Frat house Saturday night. Wanna come?

RICHIE: Why? I'm not a particularly social person.

FRED: Well, you seem pretty depressed, your mom and dad didn't ground you again, did they, Cunningham?

RICHIE: No they didn't, Collins.

FRED: So I thought you could use some cheering up.

RICHIE: If you want to cheer me up, tell me who brainwashed Joanie.

FRED: You mean she's in a cult?

RICHIE: No, she's not in a cult. Six years ago, she was preoccupied with chemistry.

FRED: She was a geek?

RICHIE: She was the queen of the geeks.

They pay for their food and sit down at one of the tables.

FRED: I don't get it. What's the problem with your cousin Joanie again?

RICHIE: The last time I saw Joanie before her parents' funeral was when she and her parents came to visit me and my family six years ago. Her folks were weirdoes, so it wasn't surprising that one night my mom decided to serve crickets for dinner...

CUT TO: ANOTHER TABLE.

RALPH and POTSIE are sitting there, trying to eat lunch, and being badgered by JENNIFER.

POTSIE: I'm telling you, Jen: it's over between us. I've met someone better than you.

JENNIFER: What? I'm the smartest girl around here and you've got this weird brain fetish. (whispering) Besides, you can't just sleep with me and dump me.

RALPH: My cousin Janey brought home with her someone smart once, someone less flashy and frivolous.

POTSIE: And why should I settle for a smart fashion-addict when there's hope for me to find someone with depth as well?

JENNIFER: But I am deep!

POTSIE: Dating a different guy every night and two on Saturdays is a pretty rotten way to treat people. I'm not willing to go through that again. I got enough of it from Laura and I'm not going to take it from you.

RALPH: Even if she isn't the One, she's got to be better for him than you.

LAURA: (out of view) Jennifer, we're about to start the meeting.

JENNIFER: Coming. (to POTSIE) Mark my words: you'll regret this. (exits)

INT. UWM, PROF. O'HARA'S SELF-ESTEEM CLASS.

Previous attendees are present.

PROF. O'HARA: And so ended the tale, in which the protagonist was able to find his self-efficacy and overcome his obstacle, all by exercising the power of will.

RALPH: (aside) And you'd never have thought The Little Engine That Could could be so interesting, Guys.

RICHIE: (aside) The worst part is he's spoiled the ending for the upcoming movie.

PROF. O'HARA: Now as our time together winds down, let's take a moment and contemplate the deeper message behind the story. There are things we all want in life, and some of them are harder than others to achieve. But there is nothing in life which we cannot reach if we just will it to happen. I think I can; I think I can. See you tomorrow, kids.

All the students except for LORI BETH, RICHIE, POTSIE and RALPH file out.

LORI BETH: What did he say?

RICHIE: Sounds like some of that trash Joanie gave me to read.

RALPH: That bad, huh?

RICHIE: The worst part is I stopped up the toilet trying to flush the computer. I'm more worried about doing; most people aren't capable of thinking. Ready to do this?

POTSIE: Right behind you.

LORI BETH, RICHIE, RALPH and POTSIE approach O'HARA, who is sitting at his desk doing paperwork. They are all smiling.

RICHIE clears his throat.

O'HARA: (noticing them) Oh, my dear little friends, what can I do for you?

RICHIE: (completely deadpan) Actually, when we woke up this morning, we had this realization of all that was wrong with our lives.

RALPH: (melodramatically) We saw the light and it has filled us completely, evaporating all that has weighted down our souls.

POTSIE: (struggling to sound happy) And now that we've been enlightened, we feel it is time to spread our wings and fly as free as the wind.

PROF. O'HARA: Well, I'm glad you're full of self-fulfillment! But we still have several more weeks of class left.

LORI BETH: You have shown us the way this first week. I've never seen teaching like yours before.

PROF. O'HARA: Thank you very much.

RICHIE: So can we take the exit exam?

PROF. O'HARA: I'm afraid not. There's so much more for you three to learn that I really don't think you'd pass.

RICHIE: Oh.

RALPH: (sighs; to POTSIE) I told you we weren't good enough.

POTSIE: It's all Rich's fault. (to RICHIE) What were you thinking?

RICHIE: I feel lower than dirt for thinking that my self-esteem could have risen so high in so short a time.

PROF. O'HARA: No, don't feel bad! I'll let you take the exit exam early if it'll really boost your self-esteem!

LORI BETH: Well, Okay.

RALPH AND POTSIE: (shrug) Yeah.

RICHIE: (smiling again) Gee, thanks.

PROF. O'HARA: (looks at a copy of the exit exam) Question one: Self-esteem is important because...

RICHIE: It's a quality that enables us to do anything we set our minds to do.

PROF. O'HARA: Very good. Now, the next time I feel bad about myself...

RALPH: Stand before the mirror, look myself in the eye and say "You are number one. No one else is as good as you."

PROF. O'HARA: You definitely have been paying attention. Next question: there's no such thing...

POTSIE: As the right weight.

LORI BETH: Or the right height.

RALPH: There's only what's right for me.

RICHIE: Because I'm perfect just the way I am.

PROF. O'HARA: I don't think that there's any need to go further. I am pleasantly surprised with the four of you. Never before has anyone completed this course so fast. I think that the whole school should hear about this at assembly.

LORI BETH, RICHIE, RALPH and POTSIE: No!

INT. THE CUNNINGHAM HOUSE, RICHIE'S ROOM.

Among an orgy of pink, blue and green, a menagerie of stuffed animals, RICHIE stands before his closet selecting clothes. His closet is like the one of either an average middle-class 1950s college student and Bud Anderson, seemingly hung infinitely deep with clothes of all kinds and colors, undiminished by the large volume which has been pulled out and arranged all over the lace-trimmed canopy bed and pink plush carpeting. Fats Domino's 'Blueberry Hill' plays in the background.

RICHIE: (looking in mirror while handling clothes, to himself) Check, stripe or gingham? Textured!

FONZIE: (walking by open door, stopping, imitating RICHIE) Oh, what the Hell! I'll just go naked!

RCIHIE: Don't mock the creative process, Fonz. I'm trying to select the perfect outfit for a Frat party.

FONZIE: What the Hell is that music, Red? Pat Boone? It sounds like you're preparing for some ultra-violence with your droogs.

RICHIE: It's Jim Reeves. Haven't you heard? He's a popular country singer.

FONZIE: And who would have thought you needed a boost, Rich-hard?

RICHIE: Fonz, parties are one of the most important social gatherings for young adults. It is a place to bond with our peers, to maintain and improve our social status.

FONZIE: And not a bad place to hook up with Lori Beth.

RICHIE: Leave Lori Beth out of this.

FONZIE: So how did you get invited to this Frat party?

RICHIE: How did you know it was a Frat party?

FONZIE: Your folks told me.

RICHIE: That's awfully nice of them. Potsie told me image is important, Fonz. How do you expect to meet anyone if you're wearing all black unless you're Pernell Roberts? It's so depressing.

FONZIE: That's funny. I met someone the other day and she didn't seem to mind what I was wearing. I wouldn't want to upset Joanie by suddenly dressing too cheerily.

RICHIE: Joanie? As in my sister Joanie?

FONZIE: You think it was Stan Lee's missus?

RICHIE: Golly gee, Fonz, I didn't know!

INT. THE CUNNINGHAM HOUSE, KITCHEN.

HOWARD, MARION, FONZIE, JOANIE AND RICHIE are sitting around the dinner table. JOANIE is on the phone to a friend of hers.

RICHIE: Mom, tell Fonzie he can't go to the Frat party! I'm in College and he's my best friend! Fred and Mel'll just call him a two-bit hood!

FONZIE: I thought Milwaukee was a social black hole. That's why I accepted that job offer here.

RICHIE: Shouldn't you ground him (beat) 'cause he was in my room? He knows Joanie put Ralph's fake spider in there.

FONZIE: (to HOWARD) Mr C, you wouldn't believe what Rich's hiding under all that college student stuff in his room.

HOWARD: What! (to FONZIE) Fonzie, Richard's right. This is a college student-only Frat party! Are you sure you don't want to get that spider Joanie put on Richard's bedroom floor out of his room since she's grounded for a week?

FONZIE: We all know Red gravitates towards decent people. Ralph and Potsie are not friends; they are guinea pigs for my science project. As for Leather and the Suedes, they ain't Satanic chicks; pop musicians, maybe but nothing demented. And I can't really claim to have hung with them yet; I've only met them once.

MARION: (obviously not having paid attention to much of what's been said) I think it's great that you two are going to be spending time together. We'd be happy to drive you to the party and pick you up.

RICHIE and FONZIE: Okay!

HOWARD: Have you even been listening, Marion?

INT. THE ATO FRAT HOUSE, BALCONY.

Besides the standard furniture, there are two ceramic tigers. BRAD and TOM are putting food on a table. The doorbell rings. BRAD approaches and opens the front door, revealing our heroes.

BRAD: Rich, you're here! I'm so glad! Hi, Ralph, Lori Beth, Potsie.

RICHIE, RALPH, LORI BETH and POTSIE: Hi.

BRAD: Come on in! (pointing) You can set up over there.

POTSIE: Sure thing.

Our heroes start moving towards the other side of the living room, opposite the refreshments table. RICHIE nearly runs into JENNIFER (anomalously wearing her sunglasses indoors) and Thunderbirds member SCOTT BERKELEY, who are walking around a corner into the balcony. Their hair looks a bit messed up.

DISSOLVE TO: LATER.

POTSIE, RALPH, RICHIE and that girl that played the drums in The Claw Meets The Fonz have set up and are playing something instrumental. Various assorted students (practically all in the cast) are mulling about. LORI BETH is standing in a corner, feeling too shy to hang closer to the stage. She and JENNIFER (apparently having found her contact) are talking to the other members of the UWM Fashion Club and two fashion-conscious extras. Thunderbirds SCOTT, THOMAS JEFFERSON 'T.J' GRANT, EDDIE THOMAS AND TIM TAYLOR are getting snacks from a table and being pestered by TOM. FRED and MEL are up to something.

MEL: This is way too boring. Too many people are having too good a time.

FRED: Don't worry. I know just how to start a fight.

MEL: How?

FRED: Watch me. (walks up to LORI BETH and kisses her passionately on the lips)

RICHIE: (notices, looks distressed, gasps) Hey, hands off my girlfriend, Bucko. (punches MEL in the face)

LORI BETH: (oblivious, following) Mel's such a pervert, Rich.

FRED: You call that a fight?

MEL shrugs.

CUT TO: THE UWM FASHION CLUB.

JENNIFER: (to rest of the UWM Fashion Club) So I said, "Just because people are cliquey and snobby is no reason not to like them."

TIM walks up to JENNIFER.

TIM: Hey, Jennifer, wanna dance? (quietly) I heard from T.J and Eddie that Scott's a lame kisser.

JENNIFER: Sure, Tim, if Potsie doesn't mind.

SANDRA WESTLAKE smiles as JENNIFER goes off a bit with TIM but her mood improves as TOMMY TAYLOR enters. He is wearing a pinstripe suit looking almost like a gangster in 1920s Chicago. SANDRA approaches him.

SANDRA: (putting her arms around TOMMY) Nice outfit.

TOMMY: (reciprocating) I had an interview earlier. My old man wants me to take over the family cement business when he retires. (chuckles) As if the talent scouts won't scoop me up into a career of pro football.

SANDRA: As if. (beat) Have a seat. I'll get you a soda. (departs)

TOMMY sits down, looking around a bit while listening to the music. Suddenly, someone dashes a drink over his head.

CUT TO: RICHIE STANDING OVER TOMMY, HOLDING AN EMPTY GLASS.

RICHIE: (deadpan) Sorry. I was trying to keep your hair wet.

CUT TO: RICHIE AND TOMMY.

TOMMY, enraged, jumps up.

TOMMY: (yelling) What the Hell is wrong with you?

The music in the background abruptly stops. All eyes turn towards them.

RICHIE: Me? What the Hell is wrong with you, Bucko?

TOMMY: I'm just trying to relax, listen to the music and you just come along and throw a drink in my face!

RICHIE: You want to poison the UWM Fashion Club against me, go ahead. Just do it somewhere else where you won't be taking other people with you.

TOMMY: You've been hangin' around with a two-bit hood who's got a real attitude problem; you know that, Cunningham?

RICHIE: Don't talk about the Fonz like that.

RICHIE walks away. A few people chuckle at TOMMY's expense. The background music resumes and people return to the party. SANDRA returns with a soda.

SANDRA: What happened to you?

TOMMY: (taking the soda) That geek Richie Cunnignham threw a drink in my face while I was listening to the music. (takes a big sip) Some people are so insensitive.

SANDRA: Richie Cunningham, Lori Beth's boyfriend.

TOMMY: The one with fashion trauma? I hope he falls on a cow!

POTSIE: (from across the room) Hey, Goal-Post-Head! The wet look suits you!

TOMMY: Shut up, Weber!

CUT TO: FRED AND MEL.

FRED: Yes! Rich missed starting a fight by (holding index finger and thumb slightly apart) that much! We can still be first!

MEL: Good. I've just the perfect thing. (pulls a hip flask out of her pocket)

FRED: What's that? Moonshine? They only have root beer here.

MEL: (as they walk over to the refreshments table) Better: glitter berry juice.

FRED: Isn't that poisonous?

MEL: (pouring some into the punch) Not really. It's harmless--except for the fact that it makes people act like idiots. Why? Are you worried about being caught?

FRED: Naah. But with this crowd, how are we going to tell if it works?

CUT TO: THE UWM FASHION CLUB.

TIFFANY: (to fashionable extras and LORI BETH, gestures to someone out of view) See her?

TIFFANY HARRIS'S POV.

We follow the people TIFFANY points out.

TIFFANY: (pointing to CHELSEA) Somewhat popular despite problems coordinating, popularity on the wane. Been going downhill ever since that botched nose-job. (pointing to KELSEY, who is getting a drink thrown in her face by FRED) She's just obnoxious but somehow still popular. (pointing to SCOTT) And he's barely popular enough to get here but he's still beneath us talking to...

INT. THE ATO FRAT HOUSE, BALCONY.

FRED and MEL approach RICHIE as TIFFANY continues lecturing on the popularity of the various people present.

FRED: (to RICHIE) We noticed that you were having trouble fitting in around here.

RICHIE: Uh, sort of.

MEL: Don't worry about it.

FRED: With some of the people around here, you'll never ever wanna to fit in.

MEL: Here comes exhibit A.

Enter FONZIE from another room, approaching the UWM Fashion Club. LORI BETH is not paying attention anymore to TIFFANY but is looking at FONZIE.

FONZIE: Hello, Ladies. (to the UWM Fashion Club, bowing low) Da Fonz is here.

CUT TO: THE UWM FASHION CLUB and FONZIE.

TIFFANY: (seeing LORI BETH staring) Who are you looking at?

LORI BETH: Richie Cuningham, my boyfriend.

SANDRA: (quietly) I think Ralph Malph's a swell guy.

TIFFANY: Ralph's your problem, Sandra, not mine. I know very well that it'd ruin our popularity to be seen with that High School geek Chachi Arcola.

SANDRA: Great. The last thing we need is to be associated with a weirdo who thinks that a pigeon is a party animal. (noticing LORI BETH) Lori Beth, who are you staring at?

LORI BETH: (not diverting her gaze) My boyfriend Richie.

SANDRA gives a snort of disgust and walks away.

CUT TO: TIFFANY and LORI BETH.

TIFFANY: (quietly, to LORI BETH) Don't worry, Lori. Sandra's just jealous 'cause Ralph Malph's cuter than Tommy Taylor.

LORI BETH: Thanks, Tiffany. You're a real friend.

SANDRA: (having returned, now holding an open magazine to LORI BETH and TIFFANY) See, I told you that that Ralph and Potsie are qualified to go out with any of us. It's in here, right on page sixty-three.

TIFFANY: You're right, Sandra, Lori Beth still thinks Richie's one of their crowd too.

Enter RICHIE.

RICHIE: (walks over to FRED and MEL) You two were right. The popular crowd around here is pathetic.

MEL: Those chicks are looking at us. (to FRED as two girls stare at them) I told you that the glitter berry juice would work.

RICHIE: I'm not interested in them. Lori Beth's better looking than them.

FRED: The redhead's really sexy (beat) in a butt too big for her hips kind of way.

RICHIE walks away.

FRED: (to MEL) You are so evil.

RICHIE approaches RALPH, POTSIE and the Thunderbirds.

RICHIE: Sorry about the wait, Guys. Fred and Mel were annoying me.

DISSOLVE TO: LATER.

POTSIE is intercepted by JENNIFER. JENNIFER pushes POTSIE down on a sofa and sits on his lap.

JENNIFER: Hi, Potsie.

POTSIE: (pushing JENNIFER away) Bye, Jennifer.

JENNIFER: But--

POTSIE: I, Warren Elliot Weber, or 'Potsie' if you will, said "Bye, Jennifer".

JENNIFER reluctantly retreats.

POTSIE: (to LEATHER) Hey, Leather.

LEATHER: Hey, Potsie.

POTSIE: Wanna get away from these losers for a while?

LEATHER: Sure.

POTSIE and LEATHER walk off towards FRED and MEL's dorm room.

INT.THE ATO FRAT HOUSE, FRED AND MEL'S DORM ROOM.

POTSIE and LEATHER sit on a couch, trying to start up a conversation.

Music: Gene Vincent's "Be Bop A Lula".

LEATHER: Great song you guys did earlier.

POTSIE: Thanks.

LEATHER: I've never quite heard that song before.

POTSIE: Leather, (beat) Do you believe in love at first sight?

LEATHER: It's been reported to happen.

POTSIE: But do you think it does?

LEATHER: I don't know. Maybe with the right people.

POTSIE: But how can two people just suddenly know they're right for each other?

LEATHER: I don't know. They just look at each other and they have this moment of clarity.

LEATHER's voice trails off as she and POTSIE, looking at each other, start moving towards each other to kiss. The instrumental version of "Dangerous Game" begins to play. They stop suddenly as RICHIE and RALPH enter. Their hair is a bit messed up and LORI BETH has her sweater clinging to her shoulder. They approach LEATHER and POTSIE.

RALPH: Go, Pots! Go!

LEATHER: (falling back ontp MEL's bed) Oh, great.

POTSIE: What happened to you guys?

LORI BETH: Uh, looking for Mel's missing contact?

RICHIE: He found it already. (puts LORI BETH's sweater back on her)

POTSIE: (to RALPH) Ready to get back to work?

RALPH: Sure thing.

The five of them head back towards the living room.

INT. THE ATO FRAT HOUSE, LIVING ROOM.

Enter LEATHER, RICHIE, POTSIE, RALPH and LORI BETH. The drummer girl is still there. POTSIE is confronted by a very cross TOMMY as LEATHER gives him a kiss before he starts playing again.

TOMMY: (putting his arm over POTSIE's shoulder) Hey, Weber! Word on the campus is that you and Jennifer broke up.

POTSIE: What's your problem, Taylor? You got a problem with people who aren't shallow?

RALPH: Maybe hitting one too many goal-posts has damaged his brain.

Music: Stray Cats "Rumble In Brighton".

TOMMY goes flying into SANDRA and the two of them fall on top of LORI BETH. RICHIE, offended, picks up TOMMY and punches him, offending RICHIE, who punches RALPH, resulting in a brawl among the boys which spreads quickly to the girls. (Let the fight choreographer have some fun, with the only restrictions being that no one is seriously hurt.) Notably FONZIE picks up both FRED and MEL and dunks their heads in the punch-bowl. T.J, EDDIE and SCOTT pick up TIM and send him sliding across the food table then punch each other. KESLEY kicks SANDRA karate-style in the head. CHELSEA grabs LORI BETH by the hair, the latter struggling to get free, punching CHELSEA in the face and ending up falling on top of JENNIFER, face to face, one of LORI BETH's hands ending up on JENNIFER's chest. They interact briefly as the fight continues around them:

LORI BETH: Uh, sorry to drop in on you like this.

JENNIFER: (taking hold of LORI BETH's hand) Feel free to any time. Ready to get back to the conflict?

LORI BETH: Plenty.

As LORI BETH climbs off of JENNIFER, RALPH punches out TOMMY, who falls on top of SANDRA. LEATHER punches TIM in the face, causing him to fall unconscious to the floor. SCOTT punches out RICHIE. SANDRA tries to crawl out from under TOMMY but gets kicked in the head by EDDIE and falls unconscious. T.J punches FONZIE. MARLENE throws DARLENE through a window. POTSIE shakes his head in disapproval, then overturns a ceramic tiger on MEL. FRED leaps on POTSIE's back and flips him over his shoulder onto RALPH. KELSEY cartwheels onto RALPH's back and jumps onto TIFFANY, then jumps up, grabs a chandelier, swings across the room and kicks MEL in the stomach. LEATHER and LORI BETH throw TOM and BRAD through the open window.

INT. THE MILWAUKEE POLICE STATION.

FONZIE, RICHIE and a bunch of other college students are sitting on a bench with HOWARD and MARION, along with the other students parents, standing over them.

HOWARD: How could you two get in a fight?

RICHIE: Well--

HOWARD; Richard, your mother and I have put a huge amount of effort into raising you. Fonzie, we treated you like a member of our family. How could you two betray us?

RICHIE: Well--

HOWARD: You two better have a damn good explanation for your behavior.

RICHIE: Well--

HOWARD: No excuses!

MARION: Let them explain. (beat) Then we punish them.

FONZIE: It's all Mel Mullet's fault! He started the fight!

HOWARD: I knew it!

RICHIE: Actually it was Tommy Taylor who started the fight.

HOWARD: The football player? But football players are the greatest guys on the planet!

RICHIE: Except for him. He heard that Leather and Potsie were kissing and attacked them.

HOWARD: Well, of course he had a problem! Who wouldn't be upset at Leather?

FONZIE: Not me!

MARION: (looking over the police report) Actually, according to this, that Taylor boy started the fight according to all eyewitnesses. The arresting officer also notes that his breath smelled of glitter berry juice.

HOWARD: What!?

RICHIE: Told you.

INT. UWM, SHOWERS

RICHIE is seen from the shoulders up in the showers off the boys' locker room. As the steam rises around heim, he soaps up his voluptuous body and rinses himself off under the stream cascading over his flesh. The camera pulls back a bit to reveal RALPH and POTSIE in a similar state of undress and activity.

POTSIE: Hey, Rich?

RICHIE: Yeah, Guys?

RALPH: Could you help us out?

RICHIE: Sure thing. What do you need?

POTSIE: I got this spot on my back I can't reach. You mind?

RICHIE: No problem, Potsie. Sponge?

RALPH: (handing over squeeze bottle) All I got is this body wash.

RICHIE: (taking bottle) That'll do.

RICHIE squeezes a handful of body wash into his hand and proceeds to rub all over POTSIE's back.

POTSIE: (looking like he's enjoying it a bit too much) Yeah, Baby, yeah.

INT. UWM, BOYS' LOCKER ROOM.

The room is filled with teenage boys in various states of undress, changing either into gym clothes or back into street clothes. RICHIE, POTSIE and RALPH emerge from the showers dressed only in white towels wrapped around them. They approach their gym lockers.

RALPH: (opening his locker) That was amusing.

RICHIE: (opening his locker) What is it with Potsie and lubricants anyway?

POTSIE: (opening his locker) A natural extension of Ralph's fascination with paints, I guess.

CUT TO: RICHIE'S FEET.

His towel drops to the floor.

CUT TO: RICHIE, POTSIE and RALPH, SHOULDER LEVEL.

RICHIE: (ducking out of view, not becoming visible again until he's replaced his towel) I don't think we're alone here.

POTSIE: Huh?

RALPH: What kind of a girls bug the boy' locker room?

POTSIE: Someone who likes looking at naked guy who's too lazy to see Elvis naked on a movie screen?

RICHIE: Get serious.

RALPH: Sounds like the kind of stunt Marlene and Darlene would pull.

RICHIE: You mean Marlene and Darlene Dawson?

POTSIE: Rich, remind me some time to tell you how they got kicked out of an Elvis movie.

RALPH: Potsie tried to sleep with Leather at the ATO Frat party on Saturday and I'm not whining.

RICHIE: Fortunately we're all going steady. Except you, Ralph, because you're planning to ask Tiffany from the Fashion Club out soon.

RALPH: Rich--

POTSIE: We know she's got a crush on you.

RALPH: And to think I just did a striptease for her.

RICHIE: With a butt as good as yours, you probably gave her a heart attack.

[Race's Girl]

INT. UWM, CAFETERIA.

RICHIE and LORI BETH are discussing calculus.

RICHIE: ... And that's how you do integration by parts.

LORI BETH: (slaps self on forehead) It all seems so simple now.

RICHIE: It is, if you get used to it.

LORI BETH: That's not the only thing I could get used to.

CUT TO: ANOTHER TABLE where RALPH and POTSIE are gazing at RICHIE and LORI BETH.

RALPH: That's creepy. I can't believe Rich has been acting this way since he was a High School sophomore. Lori Beth, yes. He loves her but if he lost her to that creep Mel Mullet, we don't know what he'll do.

POTSIE: I wouldn't be so concerned except that he's our friend. We can't let girls like Tiffany and Kelly slip away from us.

RALPH: Especially Leather. That's too cool to give up without a fight. But if they've been dating for two weeks, Rich knows what he sees in Lori Beth what he didn't see in any of his other girlfriends.

POTSIE: Maybe she's smarter than him. There are some girls, strangely enough, who think eye-shadow and mascara look weird and like the natural look much better.

RALPH: Pots, Rich doesn't have a natural look; if he wanted it, he'd've ditched the boy next door look long ago.

POTSIE: Hey! I told you, I am not a goody goody! Mel was lying!

RALPH: Maybe Rich had a bad experience with someone funnier than me.

POTSIE: Hey! I didn't do anything to her that I hadn't done to any other girl before!

RALPH: Sorry!

POTSIE: Or maybe she just doesn't know that one doesn't have to be a nerd to be smart.

POTSIE looks at RALPH as if he's a space alien.

RALPH: What? Just because I'm funny doesn't mean I'm an underachiever.

POTSIE: You never struck me as the brainy type before.

RALPH: It's a great way to keep my parents off my back. As long as I keep my GPA up, they're like putty in my hands.

POTSIE: Maybe Rich can teach us how to be smart, Ralph? My father can be such a pain in the neck that--

RALPH: Enough! Maybe we should try correcting Lori Beth's misconceptions about comedians.

POTSIE: I can't recommend us pursuing her right now--we can poison her relationship with Rich. All we have to do is wait for the opportunity to present itself...

INT. UWM, HALLWAY.

Between classes students are mulling around. RALPH, POTSIE and RICHIE are walking down the hall.

RICHIE: If I ever see Marlene and Darlene again, I'm going to tear their heads off.

RALPH: Go ahead, Rich, they're right over there.

REVERSE ANGLE TO: MARLENE AND DARLENE AT THEIR LOCKERS.

They sees RALPH and POTSIE, smile and wink at them.

REVERSE ANGLE TO: PREVIOUS.

RALPH: In the mood for some murder today, Pots?

POTSIE: Actually, in their case, it'd be justifiable homicide. Come on.

RICHIE: You going to do what I think you're going to do?

POTSIE: Just follow my lead, Rich.

RICHIE: (gleefully) Awww gee!

RICHIE, RALPH and POTSIE approach MARLENE and DARLENE, one on either side of them. All three put on smiles and look longingly at them.

RICHIE: Hey, Girls.

MARLENE: Hey, guys, how are you two doing today?

POTSIE: Pretty good. Aren't we, Ralph?

RALPH: Oh, yeah. And how are you doing, girls?

DARLENE: Feeling quite well, thank you. Never had a fitter day in my life.

RICHIE: (smiling wider) Good. (beat) I think I'm in the mood for someone who's fit. Someone with a lot of endurance.

RALPH: You know, me too, Rich. You know, girls, all day I've been unable to think of anything other than (whispers something into MARLENE's ear)

MARLENE blushes.

POTSIE: (fingering DARLENE's collar) Ralph, you're going to give the poor girl an eastosterone overdose!

DARLENE: Guys, there's plenty of us to go around.

RICHIE: I was hoping you'd say that. (beat) Ready?

MARLENE and DARLENE: We're always ready.

RALPH: Excellent. Follow us, Girls.

RICHIE, POTSIE and RALPH depart. After a beat, MARLENE and DARLENE go running after them.

CUT TO: EXT. UWM, BACK.

RICHIE meets up with LORI BETH while POTSIE and RALPH are strolling in back of the main building, MARLENE and DARLENE following closely. A dumpster is visible in the direction they are moving.

DARLENE: Are we there yet?

RALPH and POTSIE stop before the dumpster, MARLENE and DARLENE before them as they turn and face them.

POTSIE: Oh, we're here, ladies. Tell us, girls: do you like to watch?

MARLENE: Excuse me?

RALPH: You were the ones who took photos of Potsie's butt in the shower; weren't you?

DARLENE: (nervous) Well, uh...

POTSIE: You can tell us, girls. It turns me on.

MARLENE: You can't blame us for having a fine aesthetic sense, can you?

RALPH: Of course not. And you liked what you saw; didn't you?

DARLENE; Guys, we've rarely seen such perfection outside of the air-brushed pages in magazines!

POTSIE: I think that's what we wanted to know. Ready, Ralph?

RALPH: Ready, Pots.

MARLENE: Huh? Hey!

RALPH picks up MARLENE while POTSIE picks up DARLENE and toss them in the dumpster. They look at each other with satisfaction.

RALPH: That was fun. We should do it again some time, Pots.

POTSIE: (as he and RALPH begin to walk away) Mel's been giving me dirty looks. Maybe if he keeps it up...

MARLENE AND DARLENE: (from dumpster) Wow!!

INT. UWM, DIANE BENNETT'S ECONOMICS CLASS.

At the front of the classroom, PROF. DIANE BENNETT can be seen making a confusing diagram on the board with a lot of Xs, Os and arrows between them. The class is full and includes JENNIFER, MEL and TOMMY. RICHIE can be seen in the back next to RALPH and POTSIE while LORI BETH is sitting in the front, looking a bit too attentive.

PROF. BENNETT: ... for necessities the consumption doesn't change much even though the price may go up considerably. Products like this are said to be inflexible...

RALPH: (hushed, to RICHIE) You get what those diagrams mean? None of us ever did.

RICHIE: (hushed, to RALPH) I think the Xs are supposed to be consumers and the Os consumer-eating dinosaurs but I could be mistaken.

POTSIE: (hushed, to RICHIE) Probably so, Rich. What you described sounds like something from one of Prof. Blake's lectures.

PROF. BENNETT: (continuing to talk over them) ... compared to their consumption when prices are low. Products like these are said to be flexible. Now, let me show you something...

PROF. BENNETT switches on an overhead projector. Superimposed over the text is an irregular ring. Everyone but LORI BETH looks a bit confused.

PROF. BENNETT: What the--

PROF. BENNETT looks at the projector, finding on it is a coiled snake. Suddenly she jumps back, screaming and much of the class follows her running out of the room. TOMMY and MEL look particularly freaked out as they run from the snake. LORI BETH is strutting out, calm, smiling. RALPH, POTSIE and RICHIE straggle, not really convinced running is warranted.

RALPH: You were worried about this place being boring; weren't you, Rich?

RALPH: Something's not right. How did a snake get in the building?

POTSIE: They let Marlene and Darlene in; didn't they?

CUT TO: INT. UWM, HALLWAY.

PROF. BENNETT is still flipping out, leaning against the wall and hyperventilating while JENNIFER attends to her. A few other students, including MEL and TOMMY, are in a similar condition but most are just enjoying not being in class. RALPH pokes his head out the classroom door.

RALPH: Guys! You can come back in here now. The whole thing was a fake.

The students look confused but start filing back in to see RICHIE holding the snake disdainfully by the tip of its tail. It has assumed an unnatural helical shape and is unquestionably motionless.

RICHIE: A rubber snake and not a very good one either. (bangs the snake's head against the edge of a desk) See, it's not alive. This is someone's stupid idea of a prank.

JENNIFER: Lori Beth, what are you pulling?

LORI BETH: (playing innocent) Me? Why would I do something like this? I hate snakes!

POTSIE: But probably not latex.

JENNIFER: (to POTSIE) I'm sure she carries plenty of that. Otherwise she'd be showing by now.

LORI BETH: What!?

RALPH: (to JENNIFER) Exactly. I'm supposed to be saying lines like that.

PROF. BENNETT: (reentering the room; repeating to herself) It's just a rubber snake; it's just a rubber snake; it's just a rubber snake... (sees RICHIE holding the rubber snake) SNAKE! (runs out of room screaming)

INT. UWM, EDMUND BLAKE'S SCIENCE CLASS.

PROF. BLAKE is the science teacher, angry, hardened by experience, brimming with fury, ready to take it out on anyone remotely like those who've wronged him. RICHIE, POTSIE, RALPH, KELSEY, CHELSEA, LORI BETH, JENNIFER, MARLENE, DARLENE, FRED, MEL, TOM and BRAD, among others, are present besides PROF. BLAKE.

PROF. BLAKE: This year, every student will be expected to do a science project in which they will be divided into groups of two and attempt to do an experiment. And I mean an experiment, not a report. That means you cannot make a volcano or model of the Solar system.

MEL raises his hand.

PROF. BLAKE: Yes, Melville?

MEL: Can I make a clay model of a dolphin?

PROF. BLAKE: No, you idiot! That's not an experiment! (calmer) Melville, Richard will be your lab partner.

FRED: What!?

PROF. BLAKE: (to RICHIE) Keep an eye on the boy and make sure he learns something.

FRED: But, Prof. Blake, me and Mel have never been separated on a lab project before!

PROF. BLAKE: Ah, who cares? You'll be better off without him, the moron. Kelsey will be your partner, Frederick. From her, you'll learn faster why all women are not supposed to be in the laboratory.

FRED: But, Prof. Blake, she's a bitch!

KELSEY: And you're a big jerk.

MEL: (to RICHIE) Touch my part of the work and you die, Cunningham.

RICHIE: Don't even think of touching my part of the work, Bucko.

PROF. BLAKE: Be quiet, Bradley!

BRAD looks surprised.

INT. UWM, CAFETERIA.

At one table, RICHIE, LORI BETH, POTSIE and RALPH are talking, the first two sitting right beside each other, the others two across from them. POTSIE's elbow can be seen brushing against RALPH's.

POTSIE: Bad news, Brad's my lab partner.

RALPH: Next best thing to working alone.

RICHIE: Mel said he'll kill me if I touched his half of the work.

LORI BETH: Don't worry about it; this year, Prof. Blake stuck me with Cheslea as a lab partner. Once I figure out how to manipulate her, it'll be easy enough to make her do her share of the work.

MEL approaches.

MEL: Look, Cunningham. Fred told me to do this experiment at your house. Our TV's broken.

RICHIE: Forget it, Mel. We're doing it at the Mall.

CUT TO: ANOTHER TABLE where JENNIFER and SANDRA are talking to FRED.

FRED: I'm glad you came to me, girls. "Treachery" is my middle name.

SANDRA: So you will help us?

JENNIFER: Knowing him, he's probably got his own plans.

FRED: (smiling) I do. I want to stop Cunningham from knowing Mel better than me.

SANDRA: You want to pal around with a nerd? You must be some sort of jerk.

FRED: I can appreciate aspects of a friend you obviously neglect. And do try to imagine what he'd look like with a makeover, maybe a--

JENNIFER: We don't need the details. Do what you want with Rich; we just want your cooperation.

FRED: Thnaks, girls. (kisses them both)

INT. RALPH AND POTSIE'S APARTMENT, LIVING ROOM.

POTSIE is reading from RICHIE's book as he sits patiently waiting.

POTSIE: (as he finishes reading) Not bad. It'd make great lyrics.

RICHIE: Thanks. (beat) Hey, what time is it?

RALPH: (checking his watch) About seven o'clock.

RICHIE: Damn. I've got to go home. I'm meeting that slob Mel there before we go to the Mall to start work on our science project.

RALPH: Our sympathies. (beat) Oh, before you go, Al got us this Saturday night at the Delta Gamma sorority house. I was wondering (beat) if you didn't tell Chachi.

RICHIE: Sure! (beat) I won't tell him! (thought only) Good going.

POTSIE: Great! Pick you up around six?

RICHIE: Sure.

INT. THE CUNNINGHAM HOUSE, LIVING ROOM.

RICHIE (very impatient) and JOANIE are watching American Bandstand. Enter HOWARD.

HOWARD: Richard, I heard that you're working with Melville Mullet on a science project. Isn't he the star batter of the baseball team?

JOANIE: Richie won't even like him.

RICHIE: Shut up, Joanie!

HOWARD: Why don't you tell me about it, Son?

RICHIE: Why?

HOWARD: Because I'm interested in seeing you do well in college this year.

RICHIE: That doesn't explain--

HOWARD: (not wanting to go there) Joanie, how was your day?

JOANIE: So-so. First, Mr. Russell gave my paper on Cleopatra an A though he didn't have a clue as to what it was about, the moron. Then, Ms. Taylor assigned me to work with Angela on a science project; we've decided to study hypnotism.

HOWARD: Okay...

JOANIE: You can be a subject if you want.

HOWARD: Uh, no. What are you going to be studying, Richard?

RICHIE: We're going to study how behavior is affected by kissing the other guy's girlfriend.

HOWARD: Say what!?

RICHIE: We're going to glue a quarter to the floor at the Mall and study the proportions of girls who try to pick it up.

HOWARD: Why?

RICHIE: Because Prof. Blake's a rabid woman-hater and it's been well-established that no matter how stupid the project, if it makes girls look bad, he'll love it. In other words, it's really an experiment in what sort of nonsense we can pull on Prof. Blake. From what I've heard, most of the science projects are similarly conceived.

HOWARD: Now, Richard. (looking for something else to talk about) Maybe if you and Melville work well together, he'll want to include you in his circle of friends.

RICHIE: I hope not. Mel's about as stupid as a dog.

Doorbell rings.

MARION: I'll get it!

Phone rings.

HOWARD: I'll get it!

MARION runs to door and opens it, revealing MEL.

MARION: You must be Richard's lab partner.

MEL: (walking into the house) Hey, Mrs Cunningham.

MARION: Richard's been really looking forward to working with you.

MEL: Cool. (walks up to RICHIE) Okay, Cunningham! I'm ready to do this quarter thing.

JOANIE: I hope you two are gonna be friends. (singsong) Don't do anything me and Jenny wouldn't do. (exits towards upstairs)

RICHIE: Come on, Butthead. Let's go.

MEL: (noticing the TV set) Hey! Your sis was watching American Bandstand. (sists down on the couch watching TV) Cool! Elvis is next! Good thing I've got nothing planned!

RICHIE: What about the experiment?

MEL: Uh, what about it?

RICHIE: We're supposed to go to the mall to work on it.

MEL: While Elvis is singing on American Bandstand?

RICHIE: American Bandstand is on weekday afternoons. You can watch it tommorow.

MEL: So?

RICHIE: (sighs) I guess we'll have to do this the hard way.

CUT TO: EXT. THE HOUSE.

RICHIE drop-kicks MEL out the front door.

MEL: (landing on the grass) Oof!

INT. THE ATO FRAT HOUSE, FRED AND MEL'S DORM ROOM.

FRED is present, working on a computer whose screen hangs on the wall. Enter KELSEY.

FRED: Oh great, the bitch is here. Don't touch my stuff.

KESLEY: Listen, Fred: you touch me and--

FRED: I don't think Chelsea's a threat at all; she's busy with Lori Beth and I'm sure they're busy too. I'm more inclined in the brain department here, I've taken the liberty of designing our experiment. You'll find your costume--

KELSEY: Costume! What are you planning, Fred?

FRED: It's simple, Kesley. We're going to study the perceptions of men when they encounter women in highly desirable states. Condition one will be you dressed as a streetwalker. You can find your costume hanging in the bathroom, baby. You can change into your costume there--or in front of me, if you like.

KELSEY: Excuse me. I'm not gonna wear sleazy costumes and--

FRED: But the sleazy costumes are to find out how dress affects people's perceptions of us, a legitimate avenue of psychological research.

KESLEY: Then you dress up like a tramp if you really want to "research" it!

FRED: Look, Kels, either you dress up as I tell you to or I tell everyone about (producing a picture of KESLEY making out with POTSIE) this.

KELSEY gasps, then attacks FRED with a karate move. FRED, however, is also skilled in the martial arts and blocks the attack, though he has to drop the picture. The two continue martial arts moves while talking.

FRED: Isn't that Warren 'Potsie' Weber (beat) Mel's arch nemesis?

KELSEY: Wait, how did you get that, you pervert?

FRED: (evil laugh) No one tells me where I get pictures from! I know you were kissing Potsie.

KESLEY is unnerved a bit, giving FRED an opportunity to knock her to the floor.

FRED: Don't mess with a black belt, Bimbo. (beat) You can find costume number one in the bathroom.

KESLEY: (picking herself up) What?

FRED: Down the hall, first door on the left. You can keep the picture if you want; I have the digital original safely hidden away with multiple backups.

KELSEY storms off.

FRED: (evil laugh) God, how I love experimentation!

INT. THE CUNNINGHAM HOUSE, THE LIVING ROOM.

JOANIE is swinging a pocket watch back and forth in front of CHACHI's face as ANGELA looks on.

JOANIE: Concentrate on the watch.

CHACHI: I don't get what I'm supposed to do.

JOANIE: Just concentrate on the watch. Think of nothing else.

CHACHI: Why?

ANGELA: Trust Joanie. She's smart and knows about things like hypnotism.

CHACHI: You're going to make me think I'm a chicken or something?

JOANIE: Don't be dumb, Chachi. Just watch the watch and let it fill your mind.

CHACHI: Well--

Doorbell rings.

CHACHI: (handing ANGELA the watch) Take over while I see who it is.

ANGELA: If you say so.

JOANIE walks over to the door and opens it, revealing KELSEY in a sleazy outfit. (Let the costume designer go crazy being creative.)

JOANIE: Holy crud, Kelsey! There's a difference between attractive and slimy! You look like a--

KESLEY: Don't say it! Fred Collins's making me wear this outfit to see how people react to me wearing it.

JOANIE: I never thought he'd do something that cruel.

KELSEY: Is Mel here?

JOANIE: No. He and Joanie are busy right now with their experiment. I think they went somewhere private to study "anatomy and physiology".

KELSEY: What?

JOANIE: You know, the human body and how it works.

KELSEY: Oh yeah, I'm gonna give Mel such a pounding!

JOANIE: Well, that's the truth whether you like it or not. Can't spare anymore time with you. I'm in the middle of working on my own science project.

KESLEY: But--

JOANIE: Gotta go! (slams door, walks back over to ANGELA and CHACHI) How's it going?

ANGELA: I think he's under.

JOANIE: Charles, can you hear me?

CHACHI: (zombielike) Yes, Joanie.

JOANIE: When I snap my fingers, you will wake up. And when you wake up, you will be a chicken...

INT. THE PFHISTER MALL, RIGHT IN FRONT OF SCHNEKEN CITY.

Schneken City is a restaurant specializing in German food. RICHIE is gluing a quarter to the floor a few meters away from MEL. Each has a computer.

RICHIE: Okay, Mel, let's go over this one more time from the top. What are you supposed to do?

MEL: Watch people walk by and try to pick up the quarter.

RICHIE: Good. And?

MEL: Write down if they're attractive or ugly girls.

RICHIE: Very good, Mel. And what will happen if you don't follow my instructions?

MEL: Uh, you'll drop-kick me?

RICHIE: Excellent. Now I'm going to go steer some people this way so stay here and do what I told you to do.

MEL: Sure.

Enter JODIE LAMARR and GRANT MARSDEN, pretending to carry a large pane of glass. They head for MEL and RICHIE.

MEL: Hey, Grant, Jodie! Can't you see you're heading for us?

GRANT and JODIE do not respond, but continue allegedly carrying glass.

MEL: Hey! (drops to the floor in order to not be hit by the alleged glass)

RICHIE: (as the alleged glass passes through her) Ouch. You've cut me into a thousand bloody pieces with that thing. Good thing my cousin Tracy's a lawyer. I'm gonna sue you for everything you've got.

Exit GRANT and JODIE.

MEL: (getting up) I don't get it, Rich. You're not hurt at all.

RICHIE: There was no glass, Mel. Probably it was part of Jodie and Grant's science project.

MEL: But I saw it!

RICHIE sighs. Enter KELSEY, still in the sleazy outfit.

KELSEY: There you are! What are you doing here?

MEL: Hey, Sexy! Wanna go out with me?

KESLEY: Not on your life, you idiot!

MEL: (Gears start turning in his head.) Wow, Kels! You really ought to dress like that more often.

KELSEY: Are you crazy? Fred's making me wear this for our science project. He wants to see how people react when I'm dressed like this.

MEL: I like it!

KESLEY: That does it! (slaps MEL across the face)

RICHIE: This is all very nice, Kelsey but me and Mel have work to do.

MEL: See ya later and tell Fred I'm here.

Enter FRED.

FRED: Come on, Kesley. I want us to get in a few hours today.

KELSEY: But--

FRED: Now.

KESLEY: Okay, I'm going. (to MEL) I'm warning you, Mr Tough Guy, don't try anything to hurt Richie or I'll tell Ralph and Potsie! (tries to pick up the quarter and fails) What'd you do to this thing?

FRED clears his throat.

KESLEY: Never mind!

Exit KESLEY and FRED.

MEL: That's one sexy female?

RICHIE: Correct.

INT. UWM, PROF. BLAKE'S SCIENCE CLASS.

Many pairs of students have impressive-looking charts.

PROF. BLAKE: Kelsey, Frederick, you're up.

FRED displays a complex-looking chart.

FRED: Well--

PROF. BLAKE: Kelsey, can you describe your experiment?

KELSEY: I never finished the experiment because--

FRED: Please, Prof. Blake, let me--

PROF. BLAKE: Frederick, be quiet! Kesley, continue.

KELSEY: That pervert Fred made me dress up in sleazy clothing so he could see how people reacted to it! It made me feel so dirty! I couldn't stand it, not with Mel leering at me! He and Fred are nothing but evil slime-balls!

FRED: (to KELSEY) You idiotic bitch! We rehearsed what you were supposed to say if Prof. Blake asked you any questions! Why didn't you just follow the script?

PROF. BLAKE: That does it! Frederick, you fail.

FRED: Damnit!

PROF. BLAKE: Kelsey, you've finally learned that some men are scum, so you pass. Richard, Melville?

DISSOLVE TO: LATER.

RICHIE: In conclusion, Fred is an unusually paranoid idiot, easily tricked by fairly flimsy circumstantial evidence and pure rumor into believing that he was in danger of losing his equally stupid, but much more oblivious, best friend. Such gullibility is distressing to all mankind; it is recommended that he begin counseling immediately so that he may become independent of college girls.

PROF. BLAKE: Very good, Richard. You get an A.

MEL: Alright!

PROF. BLAKE: Not you, you lazy bum, abandoning your post! You get a D.

MEL: Oh.

INT. UWM, HALLWAY.

RICHIE and LORI BETH are walking together.

RICHIE: ... And the weird thing is that even though the experiment was ruined, Prof. Blake still gave me an A.

LORI BETH: What did he give Mel?

RICHIE: A D.

LORI BETH: Figures. He's been a woman-hater ever since his wife dumped him for someone twenty years younger. Won't pass a woman now unless she works twice as hard.

RICHIE: Yeah.

LORI BETH: Word on the campus is that the band are performing at the Delta Gamma without Chachi on Saturday night, is that true?

RICHIE: It's true.

[Race's Girl]

INT. THE CUNNINGHAM HOUSE, LIVING ROOM.

JOANIE is talking on the phone.

JOANIE: Yeah. (beat) Uh-huh. (beat) Uh-huh. (beat) Now tell me about the other six guys he was with. (call waiting beep) Hold on. I've got another call.

SPLIT SCREEN SHOT: WITH RALPH IN HIS AND POTSIE'S APARTMENT.

JOANIE: Hello?

RALPH: Joanie, it's Ralph. Is Rich there?

JOANIE: No. He went to buy a new pair of blue jeans.

RALPH: Tell him that me and Potsie'll pick him up tonight at six.

JOANIE: Yeah, yeah. (beat) Oh, wait. Rich told me that he'll be getting Lori Beth a bunch of flowers as well after he gets those new jeans. He wants to look good for his girlfriend tonight.

RALPH: Oh, really? I suspected he'd start at the other end, though. Oh well.

JOANIE hangs up.

COLLAPSE TO: JUST JOANIE.

JOANIE has a wicked grin on her face.

INT. THE DELTA GAMMMA SORORITY HOUSE.

POTSIE, RALPH and RICHIE are setting up. LORI BETH (wearing a pink dress, pink sweater and pink high-heeled shoes) is pacing impatiently. Various students, including football players, cheerleaders and the Fashion Club sans KELLY, are talking among themselves.

JENNIFER: (walking towards POTSIE) Hi, Potsie. I just wanted to apologize for Leather. She chickens out of things from time to time when it's "convenient".

POTSIE: What!?

JENNIFER: Leather said she met Fonzie at the mall. (walks away)

POTSIE: Damn! (storms away)

RALPH: Pots!

RICHIE picks up a phone and dials.

SPLIT SCREEN SHOT: WITH FONZIE IN HIS APARTMENT.

FONZIE: Yo?

RICHIE: Fonz, it's Richie. Jennifer "conveniently forgot" to tell you the Delta Gamma moved the party up to tonight and made up something about you running off with Leather.

FONZIE: Considering her behavior towards me lately, she would do that.

RICHIE: Forget Leather! Get over here right now, Bucko! Potsie's ready to flip!

FONZIE: Damn! I'm comin', Red.

The party is turning into a social disaster, practically everyone at the previous party present (besides FONZIE and LEATHER, of course) with the notable exceptions of KELLY and MEL. POTSIE is playing blues instrumentals badly, causing people to yell at FRED. RALPH looks very dissatisfied. LORI BETH is absorbed in RICHIE's playing.

LORI BETH: Rich, you've got to do something! People are threatening us!

RICHIE: (sighs) I'll see what I can do.

JENNIFER has taken off her blue cardigan sweater and looks marginally happy as she plays with POTSIE's hair. POTSIE is still playing the blues badly and paying no attention to JENNIFER. MEL and KELLY enter through the front door. They look like they have gotten dressed in a hurry, and their hair is messed up. SANDRA approaches.

SANDRA: What took you two so long?

MEL: We, uh, went walking through the corn in my front yard and we fell down.

POTSIE: Uh, yeah.

KELLY: (hushed) Just don't tell anyone!

RICHIE: (to POTSIE) Warren Elliot Weber, stop playing that guitar and get your butt over here!

POTSIE stops playing.

JENNIFER: Hey! I was listening to that!

RALPH drags POTSIE over to RICHIE and a crowd of other students. JENNIFER follows.

POTSIE: Wait, where's the Fonz?

Enter FONZIE and LEATHER. POTSIE falls onto a love-seat out of surprise. JENNIFER falls on her butt in shock.

FONZIE: Sorry I'm late. Richie's sister Joanie apparently forgot to tell me of the change in plans.

POTSIE: (to LEATHER) After you didn't show up, I started going crazy.

LEATHER: You didn't really believe that thing Rich mentioned to me about the Fonz?

POTSIE: I didn't know what to believe. I've been burned pretty badly a few times. I wouldn't mind the idea so much, except...

LEATHER: Yes?

POTSIE: You're not like anyone I've met before.

LEATHER: Oh?

POTSIE: Even Jennifer. Jennifer may be unconventional but she's pretty vain. You, on the other hand, are a lot (beat) deeper.

LEATHER looks moved.

POTSIE: You're smart, you're witty, you're creative. You care about things that actually matter. The thought of losing someone like that is (beat) unsettling.

LEATHER: You don't have to worry. Practically everyone in Chicago's an idiot. There's simply no one there I would've been able to practice Jennifer or Sandra's vices on. I can promise you that I'm not going to risk losing you if I can help it.

POTSIE: Thanks.

FOCUS ON: SANDRA AND JENNIFER AT THE FRONT DOOR as POTSIE hugs LEATHER and goes back to playing guitar, still solo, but this time something decent. Various people start dancing to the music.

SANDRA: Oh, like that really worked out, "Brains".

JENNIFER: He's a rather unique person to deal with. I've been working on him since the beginning of the College year and he's still not under my spell. I'd like to see you do better.

SANDRA: Alright, I accept your challenge. He'll never know what hit him.

TIFFANY approaches with a towel.

SANDRA: (grabbing the towel) Took you long enough.

TIFFANY: Sorry.

SANDRA: If anyone needs me--and they'd better not while I'm still soaked--I'll be outside. (exits)

CUT TO: LEATHER, who is leaning against a wall close to LORI BETH, watching people dance.

LEATHER: Can I ask you something?

LORI BETH: Sure.

LEATHER: Okay, how long have you known Potsie?

LORI BETH: Since the last College year.

LEATHER: I stand corrected.

EXT. THE CUNNINGHAM HOUSE--NIGHT.

RICHIE's car pulls up to the curb. RICHIE gets out, approaches the house and enters through the front door. We follow him through the front door to reveal MARION and HOWARD sitting on the sofa.

MARION: And where have you been, young man? Do you have any idea what time it is?

RICHIE: I didn't know I had a curfew.

HOWARD: You've never stayed out this late before! I know you were with Lori Beth at the sorority house party doing God-knows-what!

RICHIE: I haven't been here long enough for you to have much of an idea how late I stay out. Leather was there and the worst she and Potsie did was hug each other.

RICHIE: (checking his watch) Dad, it's about ten-thirty.

RICHIE kisses his parents and walks up towards his room.

INT. UWM, HALLWAY.

Various students are mulling about. A janitor is waxing the floor in the background.

T.J: Man, this talent show's gonna be great! I say Prof. C goes down halfway into the band's performance. Prof. Clarkson can't stand Richie but we don't know why.

SCOTT: That's too late. He's gonna blow out at the first beyond-stupid act, while the adrenaline's high. Probably during something by Fred.

EDDIE: You guys are way off. First of all, Prof. Clarkson banned Fred and Mel from performing on the grounds that they're a health hazard.

TIM: Damn! I forgot about that!

SCOTT: Clarkson's obviously training himself to withstand things as bad as he's familiar with. Otherwise there's no way the Dean could have talked him into being a judge this year. He's going to go down when someone hits him with something he's not prepared for. That's probably going to be Axl's twisted attempt at music. I hear he's working on an intentionally bad song, making for prime cramping time.

EXT. UWM, AUDITORIUM, STAGE.

PROF. O'HARA is standing on stage, holding a microphone, while an audience composed of parents, teachers and students talk quietly among themselves.

PROF. O'HARA: Good evening, everyone. I'm Thomas O'Hara and I'd like to welcome you all to the Seventh Annual Talent Show Fund Raiser for UWM. Tonight, we have performing for you some of our school's most talented young people--

REVERSE ANGLE TO: THE JUDGES' TABLE, where sit PROF. GARRITY, PROF. BENNETT, PROF. CLARKSON and PROF. BLAKE who make comments as PROF. O'HARA continues.

PROF. GARITTY: Better: talent-wasting young people.

PROF. BLAKE: Can't he say anything not mushy?

PROF. O'HARA: --poets, musicians, and actors. That they have put so much effort into these acts is an affirmation of life and creativity--

PROF. CLARKSON: Apparently not.

PROF. O'HARA: --that makes hope spring eternal.

PROF. BENNETT: Hope for what?

PROF. O'HARA: So without further ado, let me present our first act: Bradley Donnely and Thomas McKenna.

CUT TO: BACKSTAGE.

Various students, including RICHIE, RALPH, POTSIE, LORI BETH, JENNIFER, KELSEY, CHELSEA and AXL are waiting to perform in the talent show.

BRAD: (on stage) Sister of Satan! Unholy mother! Tell me what you see in your crystal ball.

TOM: (on stage in a falsetto voice) It is Palamon, who has such love for Emily that he is clearly deserving of death.

RALPH: What is it that they're performing?

RICHIE: I think it's something from The Canterbury Tales--or was before it was rewritten.

POTSIE: Cool.

LORI BETH: (to RICHIE) You could ruin your reputation as a smart guy by screwing the act up.

CUT TO: ON STAGE.

The audience is clapping as BRAD and TOM (in mediaeval outfits) bow. They exit as PROF. O'HARA walks on stage.

PROF. O'HARA: Wasn't that wonderful? And now, I'd like to introduce one of UWM's most prominent writers: Scott Berkley!

The audience claps as SCOTT walks on stage.

SCOTT: (reading from his notepad) "Academic Imprisonment" by Scott Berkley. No light shines through these four brick walls, for the school is my prison and its teachers my jailers. Like a hamster in its exercise wheel, school forces us to toil endlessly until we yearn for freedom--but only more homework awaits...

CUT TO: LATER

SCOTT: ... So go ahead, incarcerate me with your homework and your tests! Rob me of my freedom with your reading and your thinking! As far as I'm concerned, the only difference between school and prison is the wardrobe--or do you want to take away my outfits, too? The end.

The audience applauds.

DISSOLVE TO: LATER. The Band are on stage performing a song.

POTSIE: (singing) When you play that dangerous game,
You must learn to break every rule,
Learn to watch every glance

And they say that dangerous game
Is a game that's played by a fool
When he's taking a chance

So remember the dice may be loaded,
They may deal from the bottom of the pack
And that ace that you hold up your sleeve
May only be a Ten or a Jack

So beware, it may be a frame,
You must gamble hard when you play
That dangerous game

That dangerous game (smashes guitar on stage)

DISSOLVE TO: ON STAGE--LATER. MR. O'NEILL is now standing there.

PROF. O'HARA: Our remaining judges have picked the three winning acts: Lori Beth and Jennifer's female comedy act, (applause) Scott Berkley's essay "Academic Imprisonment" (applause with whistles) and the Warren Weber Band's song "Dangerous Game". (a heck of a lot of applause) The second runner-up is (kettledrums) Lori Beth and Jennifer's female comedy act. (applause)

CUT TO: BACKSTAGE, where the performers are standing. SCOTT looks at RICHIE.

SCOTT: Good luck, Rich.

RICHIE: Thanks, Scott.

PROF. O'HARA: (out of view) And the first-place winner is (kettledrums) the Warren Weber Band with "Dangerous Game". Warren, Ralph, Richard, come out here to receive your trophy and the prize tickets.

Amidst more applause, THE BAND walks out on stage, us following them to where the judges are standing.

RICHIE: (receiving the trophy from PROF. CLAKRSON) Thank you. I'd just like to thank all the people who made this possible-- my girlfriend Lori Beth Allen, my parents Howard and Marion Cunningham, the people who almost sabotaged our amplifiers--

Some laughter from the audience forcing us to choose a new act.

CUT TO: EXT. THE CUNNINGHAM HOUSE.

RICHIE exits his car, walks to the front door and enters. We follow RICHIE through the front door to the living room where JOANIE is watching American Bandstand on TV.

RICHIE: Hey.

JOANIE: (grunts, picks up the phone and dials; after someone picks up) Hi, Graham. It's Joanie. (beat) I need a favor from you and your two skilled hands.

THE MILWAUKEE ROCK 'N' ROLL FESTIVAL.

The Milwaukee rock 'n' roll festival is an outdoor concert superficially similar to Woodstock. JOANIE and GRAHAM are sitting by a bush, making out, in the midst of an enormous crowd as Leather and the Suedes play on stage. RICHIE, RALPH, POTSIE, LORI BETH and FONZIE appear in the distance.

JOANIE: (spotting our heroes) Uh-oh. (dives into the bush)

Our heroes approach GRAHAM who looks nervous.

RALPH: Looks like Anything-Beginning-with-G is here alone, with only lipstick on his face to remind him of his poor grounded Joanie.

RICHIE: Leave the poor guy alone. If Joanie goes out with other boys behind his back, why shouldn't he go out with other girls?

POTSIE: It's only fair.

FONZIE: Hmm.

Exit our heroes. A few moments later, JOANIE crawls out of the bush.

GRAHAM: Do you really go out with other boys behind my back?

JOANIE: Now, who would you rather I (whispers into GRAHAM's ear)? You or Grant or Gordon?

GRAHAM: We can be in the back-seat of my car in five minutes.

JOANIE: (playfully slapping GRAHAM on the shoulder) Not now, silly! Wait until after the concert. We've got some spying to do.

GRAHAM: Oh.

CUT TO: OUR HEROES, walking through the crowd.

RALPH: Is it my imagination or did Graham James look like he'd eaten a canary?

RICHIE: More like a whole flock of canaries, cutie. I doubt that Joanie would be careless enough to come here when she's grounded, at least not when there's a snowball's chance in Hell that my folks'll come home early--which she claims to do from time to time--so my guess is that Graham's really cheating on Joanie. Serves her right, the bitch.

INT. THE CUNNINGHAM HOUSE, LIVING ROOM.

HOWARD is sitting on the couch reading a newspaper. Enter MARION through the front door.

MARION: Hello, Howard.

HOWARD: Hello, Marion. (drops the newspaper in shock) Marion! What are you doing here? You're usually at the Milwaukee Women's Club on Saturdays!

MARION: It was cancelled today. That leaves me with plenty of spare time today to spend with you, Dear.

THE MILWAUKEE ROCK 'N' ROLL FESTIVAL.

RICHIE and LORI BETH have wandered away from RALPH and POTSIE.

RICHIE: So...

LORI BETH: So...

RICHIE: It's hard to believe...

LORI BETH: Yeah. Didn't expect it so soon.

RICHIE: Me neither.

LORI BETH: So, what now?

RICHIE: Uh, hmm.

LORI BETH: Hmm.

They sit in silence by a bush, arms around each other until Leather and the Suedes finish their song.

ANNOUNCER: (from the stage) That was Leather Tuscedero and the Suedes.

Applause from the crowd.

ANNOUNCER: Next up, Johnny Cash.

Enter DICK CLARK followed by his cameraman TODD and mike boom operator STEWART. Johnny Cash starts setting up on stage.

DICK: That was cool! Very (searches for adjective) archetypal. A vision of the happy sounds made by babies, punctuated with the bleak emptiness of the soul of human indignity, foreshadowing our common doom. Let's go ask some people here what they thought of Leather and the Suedes song Ballroom Blitz.

DICK, STEWART and TODD approach RICHIE and LORI BETH.

DICK: Excuse me, you two. What'd you think of that last song?

RICHIE: It was okay.

INT. THE CUNNINGHAM HOUSE, LIVING ROOM--AFTER DARK.

Enter JOANIE through the front door into the living room, where HOWARD and MARION (both looking very angry) are sitting.

MARION: Joanie, you have a lot of explaining to do.

INT. THE CUNNINGHAM HOUSE, RICHIE'S ROOM.

RICHIE is dressed in his band outfit. Enter JOANIE.

JOANIE: Wow! I've never seen you make yourself look this good for Lori Beth before.

RICHIE: Shut up, Joanie.

JOANIE: This is the first time you haven't been happy to go out with Lori Beth.

RICHIE: If you were in my shoes, you'd understand. Unfortunately, I can't tell you and I'm not sure I'd trust you anyway.

The doorbell is heard.

HOWARD: (out of view, happy) Richard, Lori Beth's here.

Exit RICHIE.

[Race's Girl]

INT. ARNOLD'S DRIVE-IN.

RICHIE and LORI BETH are sitting at a table. RICHIE is barely touching his food.

LORI BETH: Why so sad, Rich?

RICHIE: If you have to ask, you're a lot dumber than I thought.

LORI BETH: All I want to do is make you feel better.

RICHIE: Okay!

AL approaches them.

AL: Is anything wrong, Richie?

RICHIE: No, Al, I'm okay.

RICHIE slumps down in the booth.

INT. UWM, HALLWAY--BEFORE FIRST PERIOD.

RICHIE is getting books out of his locker. RALPH and POTSIE approach him.

POTSIE: Rich, are you feeling okay?

RICHIE: Yeah, sure, Potsie.

RALPH: (to POTSIE) Told you.

RICHIE: (looking at RALPH and POTSIE) See, Potsie, Ralph agrees with me.

RALPH: WOO HOO!!

POTSIE starts to storm off only to stop short as he catches sight of someone.

CUT TO: THE FEET OF AN INTERESTINGLY DRESSED GIRL.

We pan upwards towards her head. She's wearing blue jeans and an orange roll neck sweater and her hair is bouncy and so is her chest. Oddly enough, she's LORI BETH.

LORI BETH: Going somewhere, Potsie?

POTSIE is speechless.

LORI BETH: You haven't seen Rich, have you?

POTSIE: By his locker.

LORI BETH pushes her way past POTSIE towards RICHIE and RALPH. She kicks RALPH where the Sun doesn't shine, causing him to collapse on the floor before addressing RICHIE.

RICHIE: Lori Beth?

LORI BETH: Rich, I hope your feeling a lot better than you were on Saturday.

RICHIE: I've never felt better. All I had to do was take a few headache tablets. Welcome to my life, Lori Beth. (walks away)

RALPH: (weakly) Wicky wacky woo.

INT. ARNOLD'S DRIVE-IN, THE STAGE.

The band are perfomring "Flying High" and irritating the Hell out of the recently fired CHACHI.

POTSIE: (singing) If your life or your love are in danger
Or your heart is in distress,
Call International Rescue
By sending them an S.O.S.

Then you’ll see Thunderbirds
Flying way up high,
Thunderbirds
Roaring through the sky

If you are on the edge of disaster
Or you’re stranded in outer space,
Call International Rescue
No matter what the time or the place

Then you’ll see Thunderbirds
Hurrying to save the day,
Thunderbirds
Thundering on their way,
Thunderbirds,
Thunderbirds!

RICHIE: (to the audience as they cheer) That was our new song Flying High writen by our very own Potsie Weber.

The boys, along with the girl who played the drums in The Claw Meets the Fonz, leave the stage and return to their booth as JENNIFER arrives looking less sweet than usual, dressed in pink and acting seductive. POTSIE pays little attention to her but picks up his guitar and resumes playing.

JENNIFER: Hi, Potsie.

POTSIE grunts.

JENNIFER: (sitting down next to POTSIE) I can feel your pain, Potsie. Your pain needs to be assuaged.

POTSIE: Are you trying to say something? I have more wallowing in self-pity to do.

JENNIFER: You're alone in a desolate world and so am I. There's no need for this. Let's unite in a glorious whole and end our suffering once and for all! (confiscates POTSIE's guitar, jumps on his lap and tries sucking out his fillings)

POTSIE: (pushing JENNIFER away from his face) Rich! Ralph! If you can hear me, get Jennifer out of here and I won't play the blues for the next three hours!

RALPH and RICHIE tackle JENNIFER and carry her towards the door.

JENNIFER: Please! Even if you want to get back together with Loretta, consider a polygamous relationship! I'm willing to share! Honest!

RALPH snickers.

POTSIE: I don't think so.

RALPH: Forget it, Jennifer. I told you he'd never go for such a crazy idea.

Exit RALPH and RICHIE carrying JENNIFER.

INT. THE CUNNINGHAM HOUSE, LIVING ROOM.

JOANIE and LORI BETH are sitting on the sofa watching American Bandstand. LORI BETH is still wearing the jeans and roll neck.

JOANIE: This isn't going to work, you know.

LORI BETH: What's not going to work?

JOANIE: This plot of Farrell's. She may steal a few boys away from me but that bitch can't really expect to harm my social life.

LORI BETH: It's not much of a life you've got, Joanie but a game--a sick twisted game. You play it for fun, regardless of the consequences to others. And now someone else is going to outplay you.

JOANIE: You've got to be kidding. You're dating my brother.

LORI BETH: I'm as smart as you are, I'm as beautiful as you are and I'll never do to them anything as twisted as what you've done to them. That makes me a serious danger to you. And I've got the extra advantage that Richie's not grounded.

The doorbell rings. JOANIE rushes to the door and opens it revealing BOBBY.

JOANIE: Oh, hi, Bobby.

BOBBY: Hi, Joanie.

INT. ARNOLD'S DRIVE-IN.

The 3 Gs are at a table with RICHIE, POTSIE, RALPH and LORI BETH.

RICHIE: I can't believe she treats you like that, Grant. Two or three weeks between dates? Even with you buying her stuff?

GRANT: Yeah.

GORDON: She does it to me too.

GRAHAM: Me three. And I'm still spending most of my allowance on her!

POTSIE: Yow.

GRAHAM: That's not the worst of it. Sometimes she makes us, uh, do things (beat) Like sabotage other people's stuff. She had me crash the Fonz's bike the other day.

GRANT: I had to swipe Chachi's wallet.

GORDON: She told me to beat up Eugene and say Farrell made me do it! And it turned out that Eugene kicked my butt instead!

RALPH: Well, beating up Eugene doesn't sound so bad, even though it's technically immoral. But what are you guys getting out of such an arrangement?

The 3 Gs look at each other uneasily, suspecting something as FONZIE arrives.

FONZIE: She's not...

GRAHAM: Uh...

FONZIE: (his eyes opening wider) My God, she really is--

GORDON: Don't say it! I don't want these two to know! (beat) Oops.

GRANT: That cheating, lying, back-stabbing cow! She said she only did it with me!

GRAHAM: No! With me!

GORDON: I'll kill her!

LORI BETH: Quiet down, you guys. (beat) Sooner or later, we're gonna pull a big one on Joanie. I assume we can count you three in?

GRAHAM: (looking at our heroes) Deal.

GRANT: (looking at GRAHAM) Deal.

GORDON: (looking at GRANT) Deal.

FONZIE: (looking at GORDON) Deal.

RICHIE: The corruption is even more widespread than I suspected.

FONZIE: (sitting down) Even more than you know. Let me tell you what I know on the subject...

INT. THE CUNNINGHAM HOUSE, LIVING ROOM.

JOANIE is sitting on the sofa, sulking, a book on her lap and the phone in one hand. Enter RICHIE.

LORI BETH: ... Wait a minute, Scott. He just walked in. (to RICHIE, holding out the phone) Rich, it's for you.

RICHIE: (taking the phone) What?

SPLIT SCREEN SHOT: WITH SCOTT IN HIS DORM ROOM.

SCOTT: What the Hell is going on between you and Lori Beth? It took me three hours of questioning twenty-three people to confirm a rumor that you were sick on your last date with her on Saturday and that Lori Beth had to call your folks just because you barfed on the jukebox. Why in Hell did you do such a thing?

RICHIE: Because I was sick, that's why! And if my own sister is so stubborn that she can't stand around long enough to let me explain, then maybe she isn't the nice girl that I thought he was. Hell, I'll kick her butt so hard, I'll be an only child!

END SPLIT SCREEN, eliminating SCOTT. RICHIE throws the phone down on the floor and storms up towards his room. We follow him into his room where he closes the door, collapses onto his bed and cries.

INT. THE CUNNINGHAM HOUSE, RICHIE'S ROOM, EVERYTHING IN GRAYSCALE.

View is filled with RICHIE's head sticking out from the covers of his bed, not exhibiting any signs of consciousness.

MALE VOICE: Richard, it's me.

RICHIE: (groggy) Not now, Dad.

MALE VOICE: I'm not your father.

RICHIE opens his eyes and sits up. Shot zooms out to include the previously unseen man, JEREMY, who is standing by the bed.

RICHIE: Uncle Jeremy, what are you doing here? You're supposed to be dead.

JEREMY: I am dead. This is a dream.

RICHIE: Just what I need: a delusion that I'm talking with my dead uncle.

JEREMY: This isn't the time to worry about whether you're having a breakdown. I'm here to talk to you about you and Lori Beth.

RICHIE: Great. First I get it from Joanie and my Dad; now that I was sick on our last date, I'm getting it from you.

JEREMY: You're getting something different from me. Joanie's jealous that Lori Beth is more beautiful than her and Howard's an idiot. I'm here to talk you into getting over this illness.

RICHIE: (pulling the covers up over his head) God, you're worse than the Fonz! I gues I can talk to her. How am I supposed to tell her I'm sorry?

JEREMY: (pulling the covers back) You're exaggerating things.

RICHIE rolls onto his side facing away from JEREMY.

TIGHT IN: RICHIE excluding JEREMY.

RICHIE: I could barely say anything to him in the first place. If I didn't go the the Pfhister Library, I wouldn't have met Lori Beth at all.

JEREMY: Find a way to tell her how you felt. You know she likes you. She'll listen.

RICHIE: That's some help. I don't know where to start. (starts rolling over towards JEREMY) Would you care to suggest--

CUT TO: INCLUDE WHERE JEREMY WAS STANDING but he's not there anymore.

RICHIE: Uncle Jeremy?

SMASH CUT TO: SAME PLACE AS BEFORE, IN COLOR, WAKING SEQUENCE.

RICHIE: (sitting up abruptly in bed) Uncle Jeremy!

INT. UWM, LIBRARY.

RICHIE is trying to read a Philip Marlowe book while JORDAN DRAKE, the young assistant librarian who resembles Matt Zimmerman, is trying to be nice to him.

JORDAN: I heard from Ralph and Potsie that you were unwell on your last date, Richie.

RICHIE ignores JORDAN.

JORDAN: (taking the book off RICHIE's hands) Okay, ignore me but listen, Rich. From the first moment I saw you, I knew you were different. I knew deep down we were the same, having a higher IQ from the rest of our friends. Us against them, taking arms against a bunch of fools who value ignorance and persecute us because of what we are. And now, you're going to throw away everything we've had? Doesn't our relationship mean anything to you? Can you even imagine getting this far here without me? (beat; leaps up) Damn it, Rich! Don't you care about anything! Do you have any idea what you mean to me, your friends and your family? We all care about you, Rich!

RICHIE looks angered at this and suddenly decks JORDAN.

RICHIE: Where the Hell do you get off saying that?

JORDAN: (getting up, wiping the trickle of blood away from the corner of his lips) It's true; isn't it? Deep down, you know it is. It's been going around the college all week.

RICHIE: You're just like Ralph and Potsie, Jordan. Uninterested and dour, always whining and absorbed in yourself.

JORDAN: You take that back, Rich! You're sounding just like your sister Joanie!

RICHIE: She's my cousin, God damn it!

JORDAN: Whatever since now, you're just like her! Just another unfeeling, manipulative jerk!

RICHIE: I'm going to make your face look like a Picasso painting--

PROF. GARRITY: (approaching) Jordan, Cunningham, what the Hell are you doing?

JORDAN and RICHIE look back and forth for a moment between PROF. GARRITY and each other.

RICHIE: Yeah, what the Hell am I doing? (grabs his books, exits)

INT. UWM, HALLWAY.

RICHIE is walking away from the library and looking very angry.

DEAN HENDERSON: (over loudspeaker) Richard Cunningham, please report to the dean's office.

RICHIE: (to himself) Oh, golly gee, what did I do now?

INT. UWM, DEAN HENDERSON'S OFFICE.

DEAN HENDERSON is behind his desk. PROF. O'HARA is standing nearby. There is a knock on the door.

DEAN HENDERSON: Enter.

RICHIE enters.

RICHIE: Sir, what did I do this time?

DEAN HENDERSON: Nothing you shouldn't be proud of.

RICHIE: I beg your pardon?

PROF. O'HARA: (hands RICHIE a letter) We just got a letter from Rosata Studios.

RICHIE: Never heard of it.

PROF. O'HARA: They produce a number of news shows. They read your essay "My So-Called Angst" and loved it! They're sending a reporter over here to interview you.

RICHIE: I don't remember sending anything I wrote to Rosata Studios.

PROF. O'HARA: I sent it in to their "Spend a Day with Val" contest.

RICHIE: Oh gee. That could put a cramp in my schedule. I've dedicated my afternoons for the next six weeks to helping old ladies across the street.

DEAN HENDERSON: Now, now, Mr. Cunningham. We can't afford not to take advantage of this opportunity to bring glory and honor to UWM.

RICHIE: An opportunity? Hmm. Well, if you put it that way, how can I say "no"?

DEAN HENDERSON: Excellent.

INT. THE CUNNINGHAM HOUSE, LIVING ROOM.

RICHIE is sitting on the sofa watching American Bandstand and reading a book about journalism. Enter MARION with groceries.

MARION: Oh my god, (to RICHIE) Richard, I got a call from the dean after you left saying that you had an opportunity.

RICHIE: I feel so sorry for myself.

INT. UWM, CAFETERIA.

POTSIE is talking to KESLEY and RALPH is talkign to her twin sister, CHELSEA. RICHIE approaches.

POTSIE: Girls, word on the campus is that--

RICHIE: Guys, we need to talk.

RALPH: Hi, Rich. We were talking Kesley and Chelsea about--

RICHIE: That thing the dean told everyone about me, I'm pretty nervous.

KESLEY: Hey! Ralph and Potsie told us that!

CHELSEA: Rich won't kill them now that he's got his uncle's rabbit.

INT. THE CUNNIGHAM HOUSE, KITCHEN.

RICHIE is sitting at the table with VALERIE "VAL" TRACY, a reporter for Milwaukee talk show TwentyFour Seven. She is young, blonde and attractive yet sharply attentive to what RICHIE has to say. Sitting next to her is STEVEN "BING" CONNORS, the producer. BING dresses in sunglasses and a black leather jacket but comes off as a total dork compared to FONZIE.

RICHIE: ... So I think the day would best be spent if we concentrated on this story idea.

VAL: You've got a good head on your shoulders, Richard. Have you ever considered a career as an investigative reporter?

RICHIE: Me? On TV? Are you kidding?

VAL: What do you think, Bing? Should we just dump all our well-laid plans in favor of Richard's idea?

BING: (enthusiastically jumping up, starting to pace and make large gestures) Are you kidding? This idea's great! It's got all the major themes. It's got love, it's got violence, it's got college students, it's got conflict. We're talking a major ratings grabber here. Think about it: here in a small, suburban community we have this entire microcosm with all the angst and politics of a major power struggle squeezed into a tiny space. It's like you take a big dog and you shrink it and you have this Chihuahua here which thinks it's a big dog and's twice as mean. We got to do this story, Val! Richard, you're great! If I got fired, I want you to replace me.

RICHIE: I'm (beat) flattered.

VAL: Would you happen to have a student directory available so we can start contacting people?

BING: I'll call the hotel, make arrangements to stay some extra days.

RICHIE: No need to bother. (handing tablet to VAL) On this you'll find a list of all the students and teachers you want to interview, what they can tell you, and when they'll be available. A few even volunteered to be interviewed after school. Follow the schedule I made up and you'll be able to cover everyone in a single day.

BING: (hugging RICHIE) You're the greatest!

RICHIE: Lawsuit!

BING: (letting go) Sorry!

MONTAGE OF SHOTS OF VAL INTERVIEWING STUDENTS.

Music: Pratt and McLain "Happy Days".

RALPH and POTSIE tell key students where they should go at what time to be interviewed by VAL.

INT. UWM, AUDITORIUM.

Various students are entering, mulling about and sitting down. Enter RICHIE and his parents passing near a sign advertising the TwentyFour Seven episode.

HOWARD: I still can't believe it! A news story inspired by my son's English essay.

MARION: We're very proud at your having adapted to life in this college year.

RICHIE: Gee, thanks.

The three of them sit down.

DISSOLVE TO: LATER.

DEAN HENDERSON is speaking to the entire student body, which is assembled there.

DEAN HENDERSON: ... And so I hope this video, provided to us by Rosata Productions, will prove as inspirational to you as much as it brings honor to UWM.

DEAN HENDERSON steps down from the podium. The lights are turned out and the video begins.

CUT TO: THE VIDEO.

We begin with a shot of the exterior of UWM.

ANNOUNCER: (out of view) What are the students really like at one of the most publicized colleges in the tristate area? Next on TwentyFour Seven.

CUT TO: EXT. JEFFERSON HIGH SCHOOL.

VAL is in front of the campus.

VAL: This is Jefferson High School, in many ways a typical American high school. The academic standards are tough, with a fleshed-out curriculum that makes it among the leading school in Wisconsin today. But every place has a dark side and Jefferson High is no exception. Beyond the control of formal authorities here, there is a group of students who rule the student body with an iron grip. Their word is treated by many as law: what to wear, how to speak, who to date. This is the dictatorship of the Jefferson High Fashion Club.

CUT TO: ROOM 101, THE ENGLISH ROOM.

We see JENNY PICCALO sitting at a desk.

JENNY: When I first arrived at Jefferson High, things got better than they did in Middle School. I fitted in pretty well and (beat) there were a few people who understood me. And a lot of the students were looking at me in a different because I was about as a big man eater as Mae West.

VAL: (out of view) What exactly did they do to you?

JENNY: I got laughed at, I got notes from people in my locker, I was told I was a bitch and I even stole my best friend's boyfriend.

VAL: (out of view) And who was doing this?

JENNY: Several people but the two who were doing it the most and egging people on were Farrell Griffin and my best friend, Joanie Cunningham.

CUT TO: MONTAGE OF PICTURES OF FARRELL GRIFFIN, PRESIDENT OF THE JEFFERSON HIGH FASHION CLUB.

VAL: (out of view) Farrell Lynda Griffin, president of the Jefferson High Fashion Club, is the daughter of a prominent local lawyer and a cosmetic surgeon. The competitiveness of these fields rubbed off on her and they were evident at even an early age.

CUT TO: MEL.

SUPER: MELVILLE MULLET, WEIRD STUDENT

MEL: Sandra and I knew that my sister Ann Marie and Farrell were in the same first grade class.

VAL: (out of view) And what can you tell us about what she was like back then?

MEL: Well, she was a bit of a pain in the butt. I mean, you know, she was always sucking up to the teacher and she made up some incredible lies whenever she got caught doing anything.

VAL: (out of view) What sort of lies?

MEL: Well, the teacher always kept this big jar of candy on her desk and whenever students did really well, she would give them some of the candy. One day, Farrell decided she was going to take the candy so she climbed up on the desk, put her hand in the jar and Mrs. Keppel caught her. So Farrell said she didn't want to do it but she had to and when she was asked why, Farrell said that Johnny Hazelwood threatened her and if she didn't bring him some candy, he was going to hurt her with his butt.

VAL: (out of view) I see.

MEL: And then Mrs. Keppel started screaming because anything remotely adult set her off and we all ran and the next day, the substitute told us Mrs. Keppel would be going on an extended vacation.

CUT TO: KESLEY AND CHESLEA IN THE UWM COURTYARD.

SUPER: KELSEY AND CHELSEA TAYLOR, CHEERLEADERS.

KESLEY: When we were in third grade, our sister Hayley, who was in first grade and Farrell trying out for a part in the school play.

VAL: (out of view) And what part was that?

CHELSEA: Serena the pork butcher. Anyway, Farrell wanted the part so badly that the day of the audition, she threw mud at Hayley and beat her up and then she threw her shoes in the garbage. After that, she no longer felt safe around her. That's why we learned karate!

CUT TO: PICTURE OF JOANIE.

VAL: (out of view) The vice president of the Fashion Club, Joan Louise Cunningham, was of a similarly competitive background, her mother being a homemaker and her father being the owner of Cunningham Hardware.

CUT TO: FRED IN THE BASEMENT OF THE ATO FRAT HOUSE.

SUPER: FREDERICK COLLINS, STUDENT BODY PRESIDENT.

FRED: Joanie has always been a major pain in the butt ever since I first met her last year. I mean, whenever she didn't get her way, she always got a bit angry. One time, me and her cousin Richie were working on a science project and she grabbed some of her mom's fresh baked cookies and we caught her. When Richie said those cookies weren't until for after dinner, she got a bit cross. I knew that she wasn't a tantrum throwing girl. I swear, she was yelling "Gimme those cookies, you butthole!" And then she went sour.

CUT TO: RICHIE SITTING IN THE UWM COURTYARD.

SUPER: RICHARD CUNNINGHAM, SOPHOMORE CLASS PRESIDENT.

RICHIE: Once when I was nine and we had a guy babysitter, Joanie suddenly looked at him as if he were the cutest guy in the whole world.

VAL: (out of view) And who old was Joanie then?

RICHIE: Six. She was a real bitch back then but she already knew that if she looked cute, she could get away with practically anything. Later, she was sitting close to him, gazing up at his eyes, putting her hand on his knee and one time she suggested something involving plastic wrap.

VAL: As bad as turning an innocent child into a religious fanatic may be, once Griffin and Cunningham, things got really ugly.

CUT TO: POTSIE IN A CLASSROOM.

SUPER: WARREN 'POTSIE' WEBER, PSHYCOLOGY STUDENT.

POTSIE: I remember this time when, we were, like, eleven then, Joanie took me out to the back of the school and told me she wanted to see, uh, what I looked like under my underwear.

VAL: (out of view) You mean--

POTSIE: Yeah. And then I told her I didn't feel right about it, but she didn't want to listen, so she forced me down on the ground and sat on me and pulled down my pants.

VAL: (out of view) Then what did she do? Did she make you sleep with her?

POTSIE: No but she forced me to eat a handful of earthworms.

CUT TO: VAL STANDING IN THE UWM COURTYARD.

VAL: Once Griffin and Cunningham attended high school, they officially chartered the Jefferson High School Fashion Club, an exclusive clique from which to wield power. Griffin became president of the Jefferson High Fashion Club and Cunningham vice-president.

CUT TO: PRINCIPAL HAROLD MOORE SITTING BEHIND HIS DESK IN HIS OFFICE.

SUPER: HAROLD MOORE, PRINCIPAL

PRINCIPAL MOORE: As a matter of fact, we do have a number of clubs here at UWM. I'd especially like to talk about our Physics Club, which recently competed in the Olympics of the Mind.

VAL: (out of view) Exactly what purpose do the clubs serve?

PRINCIPAL MOORE: Good question. First of all, here at UWM, we like to encourage our students to pursue a variety of interests. The clubs offer a way for our students to find other students with similar interests, meet with them, and pursue those interests in a constructive manner. Too many young adults in this country have no interest in anything beyond pizza and dancing, so whenever they show promise in some area, we see it as our duty to do what we can to maintain that interest. Furthermore, the clubs provide some structure and faculty supervision for the students while pursuing these interests.

VAL: (out of view) And how well does the existing club system actually serve these purposes?

PRINCIPAL MOORE: Oh, very well, I would say. Our Greek Club is currently preparing a translation of The Odyssey, the History Club has three-dimensional, walk-through models of the Forbidden City and the Kremlin they made themselves on their Web site and the Environmentalism Club over their summer vacation protested the harvesting policy of a logging company by lashing themselves to trees.

VAL: And what about some of the other clubs? I understand you have a fashion club. What have they accomplished?

PRINCIPAL MOORE: Why, several things. Last year, they had a drive where they collected clothes for the homeless during our Volunteerism Week. They certainly demonstrated responsibility with style there! (chuckle)

CUT TO: VAL STANDING IN THE UWM COURTYARD.

VAL: Despite the paeans heaped upon them by some of the faculty, one thing became clear in our discussions with students, and that is that the Jefferson High Fashion Club is anything but benign.

CUT TO: RALPH.

RALPH: Farrell and Joanie have this idea that certain groups should not mix. Popular people should not mix with those they consider ordinary. When I was a college freshman, I was dating this girl but because I wasn't one of the popular people and she was a cheerleader and Farrell's sister, Farrell went to talk to her and I got dumped. I've heard since then that she slept with Fred Collins, the tramp.

VAL: (out of view) You are certain she did this?

RALPH: They were caught doing it in the bathroom.

CUT TO: BRAD IN THE LOCKER ROOM AT UWM.

SUPER: BRADLEY DONNELEY, CAPTAIN OF THE UWM CARNIVALS.

BRAD: You want to know about the Jefferson High Fashion Club? I'll tell you about the junior version of the Fashion Club! They've been coming down on me about the way I dress the entire time I'm here! I mean, I fret about what to wear every day, I'm shopping all the time for something better, and does it help me? No! I swear, just the other day I'm walking through the hall, doing nothing to bother anyone and there's Farrell and here friend Angela and they're pointing at me and yelling "Oh man, he's wearing Oxford Bags!" And everyone is looking and staring, and people start laughing and all I can do is cry out "Oh my god, I got my dad's pants!"

VAL: (out of view) So I take it you don't like the way the Jefferson High Fashion Club has treated you.

BRAD: They're horrible! I mean, so maybe I have a hard time coordinating because I'm color-blind but that's no reason to come down on someone! Heartless bitches, I hope they hurt themselves on their high heels and have to get their feet cut off!

CUT TO: AXL SITTING ON A COUCH.

SUPER: AXL GOMPERTZ, STUDENT WITH AN "IN YOUR FACE" ATTITUDE.

Pictures of Elvis Presley and Gene Vincent in the background.

AXL: Yeah, I can tell you about them. I was in gym class one day, doing me usual, sitting on the bleachers, not participating, when I strike up a conversation with one of the cheerleaders. She's a pretty little sheila so ask her if she would like to go out to get a bite one of these days and she says yes and then when I'm in the locker room, I get Tommy Taylor in me face telling me I need to stay away from her or he's gonna rearrange me face. And then I ask him why and he tells me that Farrell doesn't like a scruffy bloke like me hanging out with a cheerleader and what makes Farrell unhappy makes him unhappy. And so I asked him if he did everything Farrell told him to do and he got mad and he hit me and he knocked out some of me teeth and he gave me a wedgie and then he tried to flush me head down the loo.

A phone rings. AXL starts clucking like a chicken.

VAL: (out of view) Are you alright?

AXL continues clucking and struts around as if he were a chicken.

CUT TO: A SILHOUETTED FIGURE, THE VOICE OBVIOUSLY THAT OF ANDREA THOMAS, A FORMER MEMBER OF THE JEFFERSON HIGH FASHION CLUB.

SUPER: EX-JEFFERSON HIGH FASHION CLUB MEMBER

ANDREA: (silhouetted) Sounding on the verge of bursting into tears, I was with the Jefferson High Fashion Club for about six months. It was Okay, I guess but all they would talk about was how they looked, what they wore, makeup, clothes and playing mind games with boys. It got really boring so I quit. Farrell got really upset. She came over to my house and was ranting and raving like some of those jerks, telling me that I would suffer and that her mom was a lawyer and that she could make me miserable. My folks taught me to not give in to bullies. Anyway, I was getting yelled at in the halls, Angela spit on me once, I got "Whore" scrawled on my locker, Farrell tripped me in the hallway... I complained to the teachers but they wouldn't do anything.

CUT TO: PROF. BLAKE IN HIS HOMEROOM.

SUPER: ALAN BLAKE, SCIENCE TEACHER AND MISANDRIC PSYCHOPATH

PROF. BLAKE: I can't believe girls would do that to each other. Boys, on the other hand, every damn one of those boys would sooner beat up on someone else than do something nice. Do you hear me, Mark?

CUT TO: ANDREA, SILHOUETTED.

ANDREA: (silhouetted) About a week after I quit, I was sleeping in my own bed when these three figures in dark clothes broke into my room and gave me a face full of chloroform. The next thing I know, I was in the woods, tied to a chair and gagged.

VAL: (out of view) And were these three people there?

ANDREA: (silhouetted) (sobbing) Yes.

VAL: (out of view) And what did they do to you?

ANDREA: (silhouetted) It was horrible. One of them told me I was a traitor that I had betrayed their trust after they had invested so much in me, that I had embarrassed them and for that, I would be made to suffer.

VAL: (out of view) So then what happened?

ANDREA: (silhouetted) One of them got out this paddle and beat me with it. Then they took my clothes off and put me in (beat; sniff) Oxford Bags and some awful-looking cowboy boots and a blouse with lots of holes in it. Then one of them got out this lipstick, a glossy cherry red and scrawled "TRAITOR" across my face. Then they blindfolded me and tossed me out of a moving vehicle. When I was finally found, well, it's too awful to tell!

CUT TO: ANGELA.

SUPER: ANGELA MCCOY, TREASURER OF THE JEFFERSON HIGH FASHION CLUB.

ANGELA: I have no comment.

FRANCINE bursts into the shot.

SUPER: FRANCINE RUSSELL, SECRETARY OF THE JEFFERSON HIGH FASHION CLUB.

FRANCINE: I can't stand it anymore! Farrell and Joanie are the thought police of Jefferson High! If you disagree with their ideas about what clothes to wear and who to date and how to think, they threaten and intimidate you into submission! I don't care anymore! I love Charles Arcola and I want the whole world to know! Chachi, I love you! (runs away crying)

ANGELA: Let me repeat: we have no comment about Farrell Griffin and Joanie Cunningham whatsoever.

CUT TO: VAL STANDING IN THE UWM COURTYARD.

VAL: By the end of their freshman year, Griffin and Cunningham were in complete control of the student body, their rule being nearly absolute. But how they managed this is the most shocking part of the tale.

CUT TO: A SILHOUETTED FIGURE, THE VOICE OBVIOUSLY BELONGING TO GORDON.

GORDON: (silhouetted) I had been a football player when I first met Farrell. I thought she was the most beautiful girl I'd ever met. One day, I was cleaning up in the locker room after practice when she appeared. She asked me if I was sore after practice, offered to rub some oil on me to help my muscles relax. And then (beat) one thing lead to another and we...

VAL: (out of view) You slept with her?

GORDON: (silhouetted) It's not like we planned it, well, I planned it. I mean, she did things no other girl ever did for me.

VAL: (out of view) Like she had a lot of experience?

GORDON: (silhouetted) Yeah. (beat) The next thing I knew was that she was having me do things to people she didn't approve of. And if I didn't want to, say, beat up Tom McKenna, she would turn on the charm and explain it to me using words I didn't understand, such as "deontology" and "social deconstruction" and before I knew it, I'd do what she'd want.

CUT TO: RICHIE IN THE COURTYARD.

VAL: (out of view) Would you call Griffin and your cousin intellectual?

RICHIE: I would call them dishonest. They read a lot and spout off lines or ideas from any convenient writer, especially political ones, sometimes real ones and sometimes loud fanatics hiding their agenda behind big words and slogans. The particular usage, though, seems to be related to what is wanted of them. If a teacher wants something of them, they'll talk about epistemology and how knowledge is unobtainable. It's opportunistic and a poor reflection on genuine intellectuals everywhere.

CUT TO: INT. CLASSROOM WITH PROF. CLARKSON.

SUPER: WAYNE CLARKSON, ARCHEOLOGY PROFESSOR AND MANIAC

VAL: (out of view) What can you tell us about Joanie Cunningham's performance in class?

PROF. CLARKSON: Let me just say that Joanie is one of those exceptions that disproves the rule. Joanie is a straight-A student and one of the most knowledgeable I've taught. She's also the student I least like to be around, and that includes all the ignorant half-wits for which "idiot" is too polite a term.

VAL: (out of view) And what is it she does that makes her so unpleasant to be around?

PROF. CLARKSON: Joanie is probably the most conceited student I've met and doesn't seem to take her work seriously. Every assignment she finds some way to keep within what she's assigned to do but still do something to drive me crazy.

VAL: (out of view) Such as?

PROF. CLARKSON: One time, her class had to do an assignment on nondemocratic societies. Joanie decided to do it on China under Mao Zedong, an excellent idea. Unfortunately, she referenced a lot of original sources, a lot of original sources in Chinese. As I can't read Chinese, I had no way of verifying her sources.

VAL: (out of view) That's a problem?

PROF. CLARKSON: Very much so. I find it incredible how much plagiarism goes on at so high an educational level. For all I know she just translated an entire essay from the original Chinese or just made the whole thing up!

VAL: (out of view) It sounds like there isn't much trust in your class.

PROF. CLARKSON: Trust? Most of those lazy, moronic pea-brains would sooner cheat than do the work they should be doing, even if the cheating took more effort since I only teach High School archeology whn they want me too! Joanie, I must say, is interesting. I haven't caught her cheating yet but she's vengeful--and creative about it too. One time I gave her a B-plus on a paper, something she doesn't like and I got this dirty look from her. Every time I get that dirty look, something bad happens. This particular time I went into the teacher's lounge, chucked my lunch in the fridge and tried to leave, only to find the door jammed shut. Then the carbon monoxide detector went off and it wasn't long before I could feel the air going bad. I tried smashing the outside window, only to find someone put up steel bars across it. If it wasn't for that idiot Mel Mullet backing his car through the wall at an opportune moment, I would be dead by now.

VAL: (out of view) The weird student?

PROF. CLARKSON: Lucky accident. Why do you think he's still allowed to play football?

VAL: (out of view) And Joan Cunningham was responsible for this?

PROF. CLARKSON: The police found no fingerprints, no fibers, no DNA, nothing. But I know she did it. One day, the bitch is going to mess up and I'm going to be there laughing my ass off! (evil laugh)

CUT TO: ANDREA.

VAL: (out of view) How has Joan Cunningham changed your life?

ANDREA: About two years ago, Joanie came onto my boyfriend and told him some lie about me being a Methodist Satanist, whatever the Hell that is. He dumped me faster than Joanie dumps yesterday's fashions.

VAL: (out of view) What did you do when your boyfriend dumped you?

ANDREA: I told him that he was an idiot which he proved to me because he interpreted everything I did after that as being Satanic. It all went downhill from there. People made up wilder and wilder stories about me based on the rumors they'd heard mixed with real incidents. I was even arrested by an idiot police officer on suspicion of murder when a toddler got lost in the woods. Very few boys would even come near me then except for the geeks and a few who didn't believe in Methodist Satanists or didn't care. After the last breakup which was with a guy who didn't feel we were compatible so far as personality was concerned, I got really depressed and went Rockabilly. I've been a Greaserette ever since. Now all I want to do is suck out the Attention-Whore's blood and watch her lifeless corpse be eaten by maggots until nothing but dry bones remains. Only then can I truly be happy. (getting visibly angry) You hear me, Joanie? I'm going to dig up your body when you die and watch it rot! And when I die, I'm going to follow you all the way to the seventh circle of Hell and beat you bloody with a pitchfork! There's no way they won't let me!

CUT TO: TOM.

SUPER: THOMAS MCKENNA, STUDENT BODY VICE-PRESIDENT

TOM: Since the beginning of the school year, I've been friends with a guy who was going out with Joanie and she, uh... makes me do things, nasty things to other people. Largely breaking their cars. Usually if some guy with a car gets in Joanie's bad graces, she has me steal his spark plugs or remove his carburetor. Once I even cut some guy's brake lines; he was almost killed when his car crashed into an ice cream truck. It's only when I do such stuff that, uh, she really makes me feel like a man.

VAL: (out of view) And when she doesn't have someone whose car she wants you to sabotage?

TOM: She pretty much ignores me, even though I try my best to impress her.

CUT TO: A SILHOUETTED FIGURE IN A DARKENED ROOM, FROM THE VOICE OBVIOUSLY GORDON.

VAL: (out of view) Tell me about your involvement with Joan Cunnigham.

GORDON: (silhouetted) Well, I was dating this one girl but people were talking about her. Some students were talking about her being a practicing Satanist.

VAL: (out of view) A Satanist?

GORDON: (silhouetted) Yeah, a member of the United Methodist Church of Satan of Latter-Day Sinners.

VAL: (out of view) And what is a Methodist Satanist?

GORDON: (silhouetted) I, uh, really don't know.

VAL: (out of view) You'd never heard of a Methodist Satanist before.

GORDON: (silhouetted) Before then, no.

VAL: (out of view) And did this cause her and this boy she was dating to break up?

GORDON: (silhouetted) Well, yeah. You think I want to be seen with a Methodist Satanist?

VAL: (out of view) Even though you have no idea what a Methodist Satanist is?

GORDON: (silhouetted) Well, it sounds bad.

VAL: (out of view) Joan and her boyfriend at the time, Jason Thomas broke up because people said she was something that sounded bad.

GORDON: (silhouetted) That's (beat) about, (beat) uh, (beat) yeah.

VAL: (out of view) While we were just talking, I did a quick search and found no on-line references to Methodist Satanists. Did it ever occur to you to look up what the term meant?

GORDON: (silhouetted) Well, no.

VAL: (out of view) And why not?

GORDON: (silhouetted) Well, uh, you know, (beat) maybe I (beat) you know, I have no idea.

VAL: (out of view) So Jason broke up with Joan because people were saying she belonged to a religion which probably doesn't exist, even though you could have easily checked this fact in less than a minute.

GORDON: (silhouetted) Well, it sounds kind of stupid when you put it that way.

VAL: (out of view) So after Jason and Joan split up, what happened then?

GORDON: (silhouetted) Well, I started dating Joanie. I mean, she's got a nice body on her and she seemed interested in me and everyone around me was saying that if I went out with her she'd screw me on the first date.

VAL: (out of view) And did she?

GORDON: (silhouetted) Oh, yeah! It was incredible what she did!

VAL: (out of view) What exactly did she do?

GORDON: (silhouetted) How explicit do you want me to be?

VAL: (out of view) The more, the better.

GORDON: (silhouetted) But you can't show that, can you?

VAL: (out of view) Don't worry; we're on NBC.

GORDON: (silhouetted) I don't like to talk about it.

VAL: (out of view) So Joan Cunningham was really good at it.

GORDON: (silhouetted) Oh, yeah, you bet. I don't think I've ever shagged a girl that was half as good.

VAL: (out of view) So Cunningham was very experienced at the time you first had sex?

GORDON: (silhouetted) No, I was her first.

VAL: (out of view) And how do you know this?

GORDON: (silhouetted) She told me she was a virgin.

VAL: (out of view) And you believed her?

GORDON: (silhouetted) Well, (beat) yeah.

VAL: (out of view) Even though she was very good at it?

GORDON: (silhouetted) Um, uh...

VAL: (out of view) Good enough beyond the performance usually associated with virgins?

GORDON: (silhouetted) You know, I really hate you picking on me like this.

VAL: (out of view) So you enjoyed your encounter with Cunningham?

GORDON: (silhouetted) Oh, yeah, definitely. Will a dog eat food dropped on the floor?

VAL: (out of view) So how often did you date and have sex with Cunningham?

GORDON: (silhouetted) Well, actually, not often. Sometimes it was a couple weeks between dates.

VAL: (out of view) And were you the only person dating her?

GORDON: (silhouetted) Yes, absolutely... (beat) absolutely not.

VAL: (out of view) She went out with other people?

GORDON: (silhouetted) Yes.

VAL: (out of view) How many other people?

GORDON: (silhouetted) Um, a few. A lot. Graham, Grant, Jim, John, Tommy, Jerry and a few other guys I don't know well.

VAL: (out of view) I see. Did she ever say why she was dating so many other young men at the same time she was seeing you?

GORDON: (silhouetted) Well, she once said that she was an addict. She had this problem that she needed attention, lots of it, far beyond the ability of any one man to provide.

VAL: (out of view) So you accepted this arrangement.

GORDON: (silhouetted) Well, (beat) yes.

VAL: (out of view) And was she having sex with any of the other young men she was dating?

GORDON: (silhouetted) No, no, certainly not. Joanie would never do that!

VAL: (out of view) But other people told you that if you went out with Joan after she and Jason broke up, you were certain to get sex.

GORDON: (silhouetted) Well, yeah.

VAL: (out of view) And how did they know this unless they also had similar experiences?

GORDON: (silhouetted) (long pause) You know, you're really getting on my nerves, Val.

VAL: (out of view) So, did Cunningham ever demand you do something before she would have sex with you?

GORDON: (silhouetted) Oh, always. "Get the lubricated kind" she told me.

VAL: (out of view) I meant, did she ever have you do anything not related to the sex before she would sleep with you?

GORDON: (silhouetted) Well, not, um, well, yes. Sometimes. Like she asked me to put something in a drawer.

VAL: (out of view) A drawer?

GORDON: (silhouetted) Her brother's underpants drawer.

VAL: (out of view) And why did she ask you to do that?

GORDON: (silhouetted) (beat) I don't know.

CUT TO: MISS. DEFOE.

SUPER: CLAIRE DEFOE, ART TEACHER

There is a painting in the background.

PROF. DEFOE: Joan turned in this jar of fire ants for a sculpture project and told me it represented how she felt inside. When I told her I expected something more of her, she went into this long speech about how art was subjective, that I was repressing her non-Aristotlean way of thinking and that I had no appreciation of differing points of view. I gave her a D on her sculpture and two days later when I opened my desk drawer, there was this thing in there.

VAL: (out of view) What kind of thing?

PROF. DEFOE: (becoming increasingly disturbed) It was horrible. It was the most unreal piece of sculpture I've ever seen, something with all the darkness of Chagall, the dreamlike quality of Dali twisted until it became nightmarish. This thing expressed all the angst, fear and loathing of an entire lifetime of persecution and condensed it into an item no bigger than a fist. The workmanship was spectacular with fine details that I would have a hard time duplicating. There was this quality to it as if this were an impressionist painting made solid as if someone could sculpt a cloud. This thing, it was so scary, so haunting, I couldn't get it out of my head. Day after day, I would try to teach but I would imagine this sculpture and suddenly burst out crying. I couldn't get any sleep because whenever I closed my eyes it would be there, following me. (on the verge of bursting into tears) How am I supposed to function with a sculpture haunting me?

VAL: (out of view) But you got over it, right?

MISS. DEFOE: Yeah. (beat) Thank you, Jack Daniels.

CUT TO: THE SILHOUETTED GORDON.

VAL: (out of view) Was that the only time Joanie asked you to do something like that?

GORDON: (silhouetted) No. There were a lot of times when she told me to do things like, you know, slash tires, punch out geeks, extort money from people, things like that. One time, though, she got irritated at some guy. It was about Halloween and she wanted me to teach him a lesson.

VAL: (out of view) What did she ask you to do?

GORDON: (silhouetted) Well, she told me to go to his house and vandalize the joint. So I show up that night and they have this jack o'lantern in front and I'm thinking I should smash the stupid thing so I back up and give this thing a big kick, and that's when I realized that the jack o'lantern was really a nicely done concrete sculpture.

CUT TO: GRANT AND GRAHAM IN A LIVING ROOM.

SUPER: GRANT LEWIS, CAPTAIN OF THE JEFFERSON HIGH FOOTBALL TEAM AND GRAHAM GRANT, JEFFERSON HIGH STUDENT BODY PRESIDENT

GRANT: Farrell likes to use guys. Early on, she tried to get me to ask her out and I was telling her, I already got me a girlfriend. Besides, she's bad news; something bad always happens to people who date her.

GRAHAM: Hey, do you remember what happened to Jeff Landers?

GRANT: That's hilarious!

GRAHAM: I was over at the ATO Fart House with my brother and his friends on Halloween and we're opening up some more bags of candy for the next kids to come along, when suddenly we hear this loud, crunching noise and then this scream so we run out and there's Eddie Harper lying in the driveway clutching his foot and screaming. What had happened was he was coming over and he tripped over Thomas Jefferson's concrete jack o'lantern or so he says. His foot was in a cast for six weeks.

GRANT: He was up for some trouble somewhere; he was carrying a roll of toilet paper, the quilted kind. Was it Farrell or Joanie he was dating?

GRAHAM: Both.

VAL: (out of view) Grant, how did Griffin react when you spurned her advances?

GRANT: Well, first she tried harder but I really wasn't interested. So then a few days later, I found my car scratched up, the tires slashed, the window broken and no one had seen who did it.

GRAHAM: Eventually we hired someone to dig up anything we could blackmail Farrell with. It cost us but it was worth it. Most people around here aren't so fortunate.

VAL: (out of view) What sort of blackmail material is it?

GRANT: We're not at liberty to discuss that. Though we've taken every precaution we could think of against our losing that material, we don't dare reveal anything about its whereabouts. We don't want to give Sandra any information she could use.

VAL: (out of view) Is there any boy at Jefferson High Farrell and Joan haven't tried seducing?

GRANT: Actually there are a few, mostly idiots. If Joan or Farrell slept with them, they'd tell everyone. Not only would that ruin the Jefferson High Fashion Fiend's and Attention Whore's pretense of monogamy but some of them have rather dangerous girlfriends.

CUT TO: MEL.

MEL: I don't get it. No High School girls ever wanted to go out with me.

CUT TO: FRED.

FRED: I would kill Farrell or Joanie if they tried stealing my girlfriend away from me--and I can.

CUT TO: TOMMY ON A FOOTBALL FIELD.

SUPER: TOMMY TAYLOR, FOOTBALL PLAYER.

TOMMY: How dare you desecrate Farrell's name, you fat bitch! Joanie put you up to this, didn't she? That little bitch will do anything to hurt Farrell! I'll kill her! (runs off towards a goal-post; his mind on other things than where he's going, runs into the goal-post, which collapses on top of him)

CUT TO: RALPH IN THE UWM COURTYARD.

VAL: (out of view) Do you have any last thoughts on Cunningham and Griffin?

RALPH: Paint-balls.

VAL: (out of view) Pardon me?

RALPH: Lobbing paint-balls at Farrell and Joanie.

CUT TO: FRED.

FRED: I'll kill them if they come anywhere near Mel!

CUT TO: ANDREA.

ANDREA: Besides condemning them to the nethermost regions of Hell? What worse could I wish them?

CUT TO: RICHIE.

RICHIE: Obviously Joanie and Farrell are overachievers of a most unusual kind.

CUT TO: BRAD.

BRAD: I feel guilty that I allowed myself to be used by them.

CUT TO: PRINCIPAL MOORE.

PRINCIPAL MOORE: In short, Ms. Cunningham and Ms. Griffin are two fine paragons of student virtue.

CUT TO: KELSEY.

VAL: (out of view) Any last thoughts on Cunnigham and Griffin?

KESLEY: You bring up my mother and you want to hear more about Farrell and Joanie? How dare you, you fat bitch!

CUT TO: CHELSEA.

CHELSEA: I hope they're forced to wear pink taffeta!

CUT TO: AXL.

AXL: Never let Joanie hypnotize you, man. She'll turn you into a chicken, every time.

CUT TO: PROF. BLAKE.

PROF. BLAKE: I can't believe anything you're claiming about them! No girl would do anything like that to a fellow female and so what if they did anything mean to boys? We don't deserve it, people!

CUT TO: LORI BETH IN THE UWM COURTYARD.

SUPER: LAURA ELIZABETH ALLEN, UWM STUDENT BODY PRESIDENT.

JOANIE: I hope that when everybody in Milwaukee sees this interview that no man at Jefferson High ever dates Farrell or Joanie--including the "geeks"!

CUT TO: THE SILHOUETTED GORDON.

GORDON: (silhouetted) I don't have anything else to say about Farrell or Joanie but if my ex-girlfriend, Andrea's listening, I'd like to apologize to her from the bottom of my heart. I've been an idiot. I should have never listened to Joanie nor let her seduce me. Take me back, please! I'll do anything! I swear on my cat's life!

CUT TO: PROF. DEFOE.

PROF. DEFOE: (holding a bottle of Jack Daniels) I'll drink to them. (raises the bottle) To Farrell and Joan, scariest students at Jefferson High! (drinks, then falls over)

CUT TO: GRANT AND GRAHAM.

VAL: (out of view) Do you have anything else to say about Farrell and Joan?

GRANT: I wonder if there's a loophole in that contract we made with Farrell?

GRAHAM: Maybe we could arrange for a copy to fall into her mom's hands...

GRANT nods.

CUT TO: MEL.

MEL shrugs.

CUT TO: VAL OUTSIDE ARNOLD'S DRIVE-IN.

VAL: It's a horrible thought that this small town college could be a boxing ring in which two high-ranking females duke it out for sexual supremacy. Shocking it may sound, but considering all the sex and violence portrayed in the media, is it really surprising that our children could turn out so twisted? This is Valerie Parker, reporting to you from Jefferson High School in Milwaukee, Wisconsin.

CUT TO: INT. UWM, AUDITORIUM, AUDIENCE.

As the lights go back on, the student body bursts into applause. DEAN HENDERSON, JENNIFER and SANDRA are shown to be in shock. A few students near RICHIE congratulate him.

CUT TO: INT. UWM, HALLWAY, RIGHT OUTSIDE THE AUDITORIUM.

The students are starting to emerge.

CUT TO: INT. UWM, AUDITORIUM.

JENNIFER tries to sneak away but LORI BETH puts a hand on her shoulder. RICHIE successfully sneaks away towards the exit.

MARION: Oh my god, pur daughetr's a sex-mad tramp!

JENNIFER: But, Mrs Cunningham--

HOWARD: There is no excuse for her behavior, young lady...

RICHIE meets LORI BETH near the exit.

LORI BETH: Hey, Rich.

RICHIE: Hey, L.B. (beat) I hope you understand now what sort of mess I was pulled into and that you'll forgive me for what I did.

LORI BETH: Definitely. We're victims of the same aggressor.

RICHIE: Whew!

LORI BETH: Now, why don't we resume where we left off before the blackmailing?

RICHIE: Sounds good to me. Looks like Jennifer, like Joanie, is being read the riot act by my folks and I don't care to be around them until they've quieted down by at least one hundred decibels.

CUT TO: RICHIE sweeps LORI BETH off of her feet and the two passionately kiss. RICHIE is about to carry LORI BETH away when they are intercepted by DEAN HENDERSON.

DEAN HENDERSON: Just where do you think you're going? Do you realize what sort of damage you've done to the reputation of UWM?

RICHIE reluctantly puts LORI BETH down.

RICHIE: You can't touch me, Bucko. I was just the hook that brought Val here. She did her own investigation. She did the whole report. TwentyFour Seven broadcast it. No illegal methods of inquiry were used. She didn't even go through anyone's garbage. And as the entire report is true, you can't sue me or anyone else for libel. (to LORI BETH) Isn't it great to have a cousin who's a lawyer?

LORI BETH: Absolutely.

DEAN HENDERSON storms off towards JENNIFER in anger.

RICHIE: Now, where were we? (picks up LORI BETH)

LORI BETH: (as RICHIE carries her out of the auditorium) And away we go!

[Race's Girl]

CUT TO: JEFFERSON HIGH SCHOOL, PRINCIPAL HAROLD MOORE'S OFFICE. HOWARD, MARION AND JOANIE ARE SITTING ON THE COUCH TALKING ABOUT JOANIE'S PROBLEM.

JOANIE: ... And Gordon, Grant and Graham were so jealous that they--

PRINCIPAL MOORE approaches.

PRINCIPAL MOORE: Ms. Cunningham, do you realize what sort of damage you've done to my reputation, I mean, the reputation of Jefferson High?

MARION: How dare you pin this all on my daughter! That Griffin girl's equally responsible and obviously, your competitiveness had a hand in inspiring them!

HOWARD: Marion's right, Harold!

JOANIE slips away as the argument continues.

INT. JEFFERSON HIGH SCHOOL, HALLWAY.

FARRELL and JOANIE are arguing.

JOANIE: How can you blame me for all this? You've been at it for longer than I have.

FARRELL: I've at least been discreet about it. You're the one they call "the Attention-Whore".

JOANIE: Fashion Fiend!

FARRELL gives a grunt of offense. We follow them to the courtyard, where they come face to face with ANGELA THOMAS, FRANCINE BLAKE and CHACHI.

ANGELA: Just so you know, Fashion Fiend and Attention-Whore, Francine and I are quitting the Fashion Club.

FARRELL: What!?

FRANCINE: You two are more infamous than popular now. It would hurt our popularity to be associated with you two.

ANGELA: As a matter of policy, we're rejecting any popularity advice you've given us that we feel is unjustified.

FRANCINE: For starters, as of this moment, we're openly dating guys you don't think are "worthy" of us.

CHACHI puts his arms around FRANCINE. They both have big smiles on their faces.

JOANIE: Chachi? (beat) Why her?

CHACHI: She's kind and sweet and interesting and I knows things, like how to make a woman feel special--something Zachary and Shawn never made you feel.

Exit CHACHI, FRANCINE and ANGELA.

JOANIE: Look on the bright side: it can't get much worse than this.

Enter practically all of the boys at Jefferson High School who have potentially made out with JOANIE or FARRELL.

GORDON: You two betrayed us!

JASON: You lied to us!

GRANT: You made us do bad things!

GRAHAM: And we're not happy!

FARRELL: Good going, Attention-Whore.

JOANIE: Okay, it just got worse.

FARRELL and JOANIE take one good look at each other and then run for their lives. The angry mob follows close at their heels.

EXT. UWM, PARKING LOT.

RICHIE is carrying LORI BETH to his car and passes near RALPH and POTSIE.

RALPH: Pots, we better run.

Exit RALPH running for his life, POTSIE in hot pursuit. LORI BETH goes into the passenger's side, Richie closes the door then goes around to the driver side, and gets in himself.

CUT TO: INT. RICHIE'S CAR.

RICHIE: Ready to go?

RICHIE: I got detained by my sister's principal.

LORI BETH: He's now mad enough to devastate a small city.

RICHIE: What principal wouldn't be after that video?

LORI BETH: Too bad for him that he can't take any legal action against you.

CUT TO: EXT. RICHIE'S CAR.

The car starts and pulls out of the parking lot.

INT. RICHIE'S CAR.

RICHIE, driving, has one arm around LORI BETH who is riding in the passenger's seat. Both of them are very happy.

SPLIT SCREEN SHOT: CLOSING CREDITS ROLLING UP THE RIGHT SIDE OF THE SCREEN, ON THE LEFT SIDE A LIVE ACTION SEQUENCE:

INT. ARNOLD'S DRIVE-IN, ON STAGE.

The band are performing "Too Hip, Gotta Go".

CUT TO: EXT. ARNOLD'S DRIVE-IN.

SANDRA and JOANIE (in a borrowed or stolen jacket; her eyes red), both looking exhausted, drive up in a car.

CUT TO: INT. ARNOLD'S DRIVE-IN, ON STAGE.

We see the band.

CUT TO: EXT. ARNOLD'S DRIVE-IN.

FARRELL and JOANIE enter (us following them), not noticing (maybe just the significance of) the sign reading "NOW PERFORMING: LEATHER AND THE SUEDES". FARRELL sits down at a table and collapses. JOANIE goes into the restroom to take out her contacts and put on her sunglasses.

CUT TO: ON STAGE, showing the band.

CUT TO: JOANIE (wearing her sunglasses indoors and not caring if anyone else sees her do so) coming out of the restroom. She quickly becomes cognizant of who's on stage and does not fail to inform FARRELL immediately. They argue a while, presumably about whether it's safe to stay (or who's at fault for showing up at the same place that the band are performing).

CUT TO: JOANIE AND FARRELL'S BOOTH. FARRELL and JOANIE's argument is interrupted by JENNIFER, who hands the payphone to FARRELL. After listening for two seconds, FARRELL drops the phone and heads for the door, followed quickly by JOANIE.

CUT TO: EXT. ARNOLD'S DRIVE-IN, where JOANIE and FARRELL get in FARRELL's car and head to the Cunningham house. End music and split screen.

Jeremy Kelp DAVID SPADE
Richie Cunningham TOPHER GRACE
Howard Cunningham JOHN GOODMAN
Marion Kelp-Cunningham KATEY SEGAL
Joanie Cunningham AMANDA BYRNES
Leopold 'Flip' Philips ZAC EFRON
Roger Philips SHAUN SIPOS
Nicola Kelp-Philips KATE MULGREW
Paul Philips THOMAS F. WILSON
Arthur 'Fonzie' Fonzarelli FREDDIE PRINZE JR
Warren 'Potsie' Weber ASHTON KUTCHER
Ralph Malph JIMMY FALLON
Farrell Griffin ASHLEY TISDALE
Francine Rowe MILEY CYRUS
Tiffany Blum-Deckler ALYSON HANNIGAN
Axl Gompertz PUCK
Charles 'Chachi' Arcola ANDREW LAWRENCE
Gordon White JOSEPH GORDON-LEVITT
Grant Landers JAMES VAN DER BEEK
Graham Henderson TOPHER GRACE
Johnny Sherman MARK WAHLBERG
Kelsey Benford MELISSA JOAN HART
Chelsea Benford RACHEL BLANCHARD
Anthony DiMartino DANNY DEVITO
Cathy Morris VANESSA L. WILLIAMS
Claire DeFoe UMA THURMAN
Diane Bennett KARI WUHRER
Janet Barch LUCY LAWLESS
Margaret Manson SHIRLEY MANSON
Timothy O'Neill ROBIN WILLIAMS
Announcer for TwentyFour Seven TOM KENNY
Ian "Bing" Connors JEFF GOLDBLUM
J. E. B. "Buzzcut" Judge JEAN-CLAUDE VAN DAMME
Lolita Fischer KATIE HOLMES
Peter McVicker JOHN TRAVOLTA
The "skydiver-killing" cows THEMSELVES
Val ALICIA SILVERSTONE
Dick Clark BEN STILLER

"BEHIND MY EYELIDS"
LYRICS BY ANNE D. BERNSTEIN AND AKIVA GOLDSMAN
WRITTEN AND PERFORMED BY JAKOB DYLAN
© 1999 INTERSCOPE RECORDS

"CELEBRITY SKIN"
WRITTEN BY COURTNEY LOVE, ERIC ERLANDSON, AND BILLY CORGAN
LYRICS BY COURTNEY LOVE
PERFORMED BY HOLE
PRODUCED BY MICHAEL BEINHORN
© 1998 MOTHER MAY I MUSIC/ECHO ECHO TUNES (BMI)
COURTESY OF GEFFEN RECORDS

"ETUDE IN A MINOR FOR TREBLE VIOL ('MISERY CHICK')"
WRITTEN BY PETER SCHICKELE
PERFORMED BY JIMMY DA GAMBA
PRODUCED BY THE VILE CONSORT
© 1999 VIRGIN RECORDS AMERICA

"HEAD LIKE A HOLE"
WRITTEN BY TRENT REZNOR
PERFORMED BY NINE INCH NAILS
PRODUCED BY FLOOD AND TRENT REZNOR
© 1990 TVT RECORDS

"ICEBOX WOMAN"
LYRICS BY ANNE D. BERNSTEIN AND AKIVA GOLDSMAN
WRITTEN BY ANNE D. BERNSTEIN AND JAKOB DYLAN
PERFORMED AND MIXED BY THE WALLFLOWERS
© 1999 INTERSCOPE RECORDS

"IT'S ALL ABOUT THE PENTIUMS"
WRITTEN BY SEAN "PUFFY" COMBS, NOTORIOUS B.I.G., SEAN JACOBS, JASON PHILLIPS, DAVID STYLES, KIMBERLY JONES, DERIC ANGELETTIE, LINDA LAURIE, AND TERRY ETLINGER
LYRICS BY "WEIRD AL" YANKOVIC
PERFORMED BY "WEIRD AL" YANKOVIC
© 1999 VOLCANO ENTERTAINMENT III/EMI

"THE KIDS AREN'T ALRIGHT"
WRITTEN AND PERFORMED BY THE OFFSPRING
PRODUCED AND MIXED BY DAVE JERDEN
© 1998 UNDERACHIEVER MUSIC (BMI)
COURTESY OF COLUMBIA RECORDS

"THE LOVE THEME FROM SICK, SAD WORLD"
WRITTEN, PERFORMED, AND PRODUCED BY PHISH
© 1999 WEA/ELEKTRA ENTERTAINMENT

"MISERY HATES COMPANY"
WRITTEN AND PERFORMED BY BRANDY
PRODUCED BY B. NORWOOD
© 1999 ATLANTIC RECORDS

"THE NEXT REVOLUTION"
WRITTEN BY ALANIS MORISSETTE AND GLEN BALLARD
PERFORMED BY ALANIS MORISSETTE
PRODUCED BY GLEN BALLARD
© 1999 MAVERICK RECORDS

"O CANADA"
WRITTEN BY C. LAVALLÉE
PERFORMED BY LAURA PREPON

"ONE WEEK"
WORDS AND MUSIC BY ED ROBERTSON
PERFORMED BY BARENAKED LADIES
© 1998 REPRISE RECORDS

"OW"
WRITTEN BY PETER GAFFNEY, ANNE D. BERNSTEIN, RACHEL LIPMAN, AND AKIVA GOLDSMAN
PERFORMED BY JENNIFER LOVE HEWITT
© 1999 WEA/ATLANTIC RECORDS

"THE PARAPHILIAC THEME FROM BEAVIS AND BUTT-HEAD'S SUCKY SHOW"
WRITTEN BY REB BEACH AND KIP WINGER
PERFORMED BY WINGER
PRODUCED BY GLEN BALLARD
© 1999 EMI VIRGIN MUSIC INC./BLIND REVOLUTION MUSIC/PLEASURE DOME MUSIC, ASCAP
COURTESY OF ATLANTIC RECORDS

"PUSH IT"
WRITTEN BY SHIRLEY MANSON, DUKE ERIKSON, STEVE MARKER, AND BUTCH VIG
PERFORMED AND PRODUCED BY GARBAGE
© 1998 VIBECRUSHER MUSIC/IRVING MUSIC, INC. (BMI)/DEADARM MUSIC/ALMOMUSIC CORP. (ASCAP).
© 1998 ALMO SOUNDS INC.

"REVENGE"
WRITTEN BY WOLFGANG AMADEUS MOZART
LYRICS BY EMANUEL SCHIKANEDER AND CARL LUDWIG GIESECKE
LYRICS TRANSLATED BY JACK ZIPES
ARRANGED AND PRODUCED BY ANDY HILL
PERFORMED BY MARIAH CAREY
© 1999 EPIC RECORDS

"ROMEO AND JULIET OVERTURE"
WRITTEN BY PYOTR ILICH TCHAIKOVSKY
ARRANGED AND PRODUCED BY PETER SCHICKELE
PERFORMED BY VAN HALEN
© 1999 WARNER BROS. RECORDS

"SMELLS LIKE TEEN SPIRIT"
WRITTEN BY KURT COBAIN AND NIRVANA
PERFORMED BY NIRVANA
PRODUCED AND ENGINEERED BY BUTCH VIG AND NIRVANA
MIXED BY ANDY WALLACE
© 1991 VIRGIN SONGS INC./THE END OF MUSIC/BMI
COURTESY OF DGC/GEFFEN RECORDS

"SPARKLING HAIR BALLS"
WRITTEN BY KEN JORDAN AND SCOTT KIRKLAND
PERFORMED, PRODUCED, AND MIXED BY THE CRYSTAL METHOD
© 1999 UNI
COURTESY OF OUTPOST RECORDINGS

"SYMPATHY FOR THE DEVIL"
WRITTEN BY MICK JAGGER AND KEITH RICHARDS
PERFORMED BY NATALIE MERCHANT
© 1968 ABKCO RECORDS
COURTESY OF ELEKTRA ENTERTAINMENT

"VENUS"
WRITTEN BY R. LEEUWAN
PERFORMED BY BANANARAMA
PRODUCED BY M. STOCK, M. AITKEN, AND P. WATERMAN
© 1986 LONDON RECORDS

"YOU'RE STANDING ON MY NECK"
WRITTEN BY SPLENDORA AND AKIVA GOLDSMAN
PERFORMED BY JENNIFER LOVE HEWITT
© 1999 WEA/ATLANTIC RECORDS

SOUND-TRACK AVAILABLE FROM ARISTA RECORDS.

SHOT ENTIRELY ON LOCATION IN MILWAUKEE, WN

NO TEACHERS, STUDENTS, OR RUBBER ANIMALS WERE HARMED IN THE PRODUCTION OF THIS FILM.