                                MAN ON THE MOON

          FADE IN:

          INT. VOID - DAY

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

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

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

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

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

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

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

                               ANDY
                    Oh, yes.  I remember it well...
          
          We PUSH INTO the white light.  It fills our frame, blazing
          whiter, whiter...

                                                         DISSOLVE TO:
                                               
          EXT. KAUFMAN HOUSE - 1957 - DAY

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

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

                               STANLEY
                    That's my boy!  Good swingin',
                    kiddo.
                         (warm beat; then a
                         look)
                    Hey -- Michael... where's your
                    brother?
          
                               MICHAEL
                    He's inside.
          
          Instantly -- Stanley's mood turns black.  He frowns angrily,
          then snatches his briefcase and marches in.

          INT. KAUFMAN HOUSE, KITCHEN - 1957 - DAY

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

                               STANLEY
                    Is he in his room?
          
                               JANICE
                    Of course he's in his room.
                         (aggravated)
                    All his "friends" are in there.
          
          Stanley glowers.  He huffs upstairs.

          INT. KAUFMAN HOUSE, HALLWAY - 1957 - DAY

          Stanley hurries up to Andy's shut door.  We hear little Andy
          doing VOICES.
       
                               ANDY (O.S.)
                         (as WORRIED GIRL)
                    But professor, why are the monsters
                    growing so big?
                         (now as BRITISH
                         PROFESSOR)
                    It's something in the jungle water.
                    I need to crack the secret code.
          
          Stanley rolls his eyes.  He opens the door...

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

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

                               ANDY
                         (as BRITISH
                         PROFESSOR)
                    Maybe I should talk to the natives.
                         (as dancing NATIVES)
                    Shoom boom boo ba!  Shoom boom boo
                    ba --
          
                               STANLEY
                    Andy!
          
                               ANDY
                         (startled)
                    Oh!
          
          The boy suddenly turns off, becoming introverted... awkward.
          Frustrated, Stanley stares at his son.

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

                               STANLEY (cont'd)
                         (trying to cope)
                    Son... listen to me.  It isn't
                    healthy.  You should be outside,
                    playing sports.
          
                               ANDY
                    But I've got a sports show.
                    Championship wrestling, at five.
          
                               STANLEY
                         (he blows his top)
                    You know that's not what I meant!
                    Look, I'm gonna put my foot down!
                    No more playing alone.  You wanna
                    perform, you GOTTA have an audience!
          
                               ANDY
                         (he points at the
                         wall)
                    B-but I have them.
          
                               STANLEY
                    No!  That is NOT an audience!  That
                    is PLASTER!  An audience is people
                    made of flesh!  They -- live and
                    breathe!  Got it?!
          
          Andy thinks, considering his options.  Then, he nods.
                                                                  CUT TO:
                                                    
          INT. KAUFMAN HOUSE, FAMILY ROOM - 1957 - LATER THAT DAY

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

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

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

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

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

                               CAROL
                    Moo.
          
                               ANDY
                         (he smiles, pleased)
                    "And the dog goes......"
          
                               CAROL
                    WOOF!
          
                               ANDY
                    "And the cat says......"
          
                                                         DISSOLVE TO:
                                               
          INT. NY NIGHTCLUB - 1975 - NIGHT

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

                               DRUNK AUDIENCE
                    MEOW!!
          
          WIDE - It's a small, hip New York nightclub.

                               ANDY
                    "And the bird says..."
          
                               DRUNK AUDIENCE
                    TWEET!!
          
                               ANDY
                    "And the lion goes..."
          
                               DRUNK AUDIENCE
                    ROAR!!
          
                               ANDY
                    "And that's the way it goes!"
                         (he grins)
                    Thank you.  Goodbye!
       
          Andy waves and bows.  There's faint scattered applause.

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

                               MANAGER
                    The comedy stylings of Andy Kaufman,
                    Ladies and Gentlemen!
          
          In the b.g., Andy starts packing up his props: Hand puppets,
          conga drums, a phonograph... it all goes into a big bulky
          case.

                                                              CUT TO:
                                                    
          INT. NY NIGHTCLUB - 1975 - LATER THAT NIGHT

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

                               ANDY
                    So, Mr. Besserman, same slot
                    tomorrow...?
          
                               MANAGER
                         (awkward)
                    Eh, I dunno... Andy.  I'm...
                    thinkin' of letting you go...
          
                               ANDY
                    You're firing me??
                         (beat)
                    You don't even pay me!
          
                               MANAGER
                    Look -- I don't wanna seem
                    insulting.  But... your act is like
                    amateur hour: Singalongs...
                    puppets... playing records...
          
          A stunned beat.  Andy is hurt.

                               ANDY
                    What do you want?  "Take my wife,
                    please"??
          
                               MANAGER
                    Sure!  Comedy!  Make jokes about the
                    traffic.  Do impressions.  Maybe a
                    little blue material...
          
                               ANDY
                    I don't swear.  I -- I don't do what
                    everyone else does!
          
                               MANAGER
                    Well, everyone else gets this place
                    cookin'!  Pal, it's hard for me to
                    move the booze when you're singin'
                    "Pop Goes The Weasel."
          
          Andy stares, disheartened.
                            MANAGER (cont'd)
                    I'm sorry.  You're finished here.
          
          An uncomfortable beat -- and then Andy starts crying.

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

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

          EXT. NY NIGHTCLUB - 1975 - NIGHT

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

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

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

                               THUG #1
                    Give us your wallet.
          
          Andy stares fearfully.  An anxious moment.  He thinks...
          considering his options.

          Then, he suddenly stammers in a thick FOREIGN ACCENT.

                               ANDY (AS FOREIGN MAN)
                    I -- doo not unterstand!!
          
                               THUG #1
                    Give us your money!
          
                               ANDY (AS FOREIGN MAN)
                    What??  What mooney?  Abu daboo!  I
                    do not have mooney!
          
          The thugs glance at each other.

                               ANDY (AS FOREIGN MAN) (cont'd)
                    Pleaze!  I just move to America
                    yezterday!  I do not know!
          
                               THUG #1
                    What's in the case?
          
                               ANDY (AS FOREIGN MAN)
                    NO!  Eeet, eet is just perzonal
                    trifles from my homeland --
          
                               THUG #2
                    Shut up!  Gimme that thing!
          
          The guy snatches the case.  He impulsively BREAKS the
          lock... and clothes, congas and records fall out.

          The thugs are dismayed.
       
                               THUG #1
                    Goddamn immigrants!
          
                               THUG #2
                    This guy's pathetic.  Let's go.
          
          Harsh glances.  They angrily turn and leave.

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

                               ANDY (AS FOREIGN MAN)
                    Tank you veddy much...!
          
                                                             CUT TO:
                                                   
          EXT. NY IMPROV - 1975 - NIGHT

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

          INT. NY IMPROV, BAR - 1975 - NIGHT

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

          INT. NY IMPROV, SHOWROOM - 1975 - NIGHT

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

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

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

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

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

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

          Silence.  The crowd is baffled.

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

          Andy gestures, as if they got the joke.

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

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

                               ANDY (AS FOREIGN MAN) (cont'd)
                    And now... I would like to imitate
                    the Elvis Presley.
          
          A woman LAUGHS caustically.  Andy grins stupidly, then turns
          his back to us.  He presses "Play" on a CASSETTE RECORDER...
          and the THEME FROM 2001 starts playing.

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

          He combs his hair.

          Then he brushes his hair.

          Then he combs his hair some more.

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

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

          The crowd is blown away.

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

          Music STOPS.
       
                               ANDY (AS ELVIS)
                    Thank you very much.
          
          Wow.  Flabbergasted, people APPLAUD.  This man is Elvis.

          Suddenly -- "JAILHOUSE ROCK" guitar kicks in.

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

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

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

                               GEORGE
                    Pst.  What's the story with this
                    guy?
          
                               BUDD
                    I think he's Lithuanian.  None of us
                    can understand him.
          
          George nods admiringly.

                               GEORGE
                    He does a hell of an Elvis.
          
                                                              CUT TO:
                                                    
          INT. NY IMPROV, BACKSTAGE - 1975 - LATER THAT NIGHT

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

          George strolls up.

                               GEORGE
                    Hey, I really enjoyed your set.
          
                               ANDY (AS FOREIGN MAN)
                    Tank you veddy much.
          
                               GEORGE
                    So I understand you're from
                    Lithuania?
          
                               ANDY (AS FOREIGN MAN)
                    No.  Caspiar.
          
          George is puzzled.

                               GEORGE
                    Caspiar?  I haven't heard of that.
          
                               ANDY (AS FOREIGN MAN)
                    It's a veddy small island in de
                    Caspian Sea.
                         (beat)
                    It sunk.
                          GEORGE
                    Oh.  Hm.  I'm uh, sorry.
                         (beat)
                    Well, look, I'm probably out of my
                    mind -- but I think you're very
                    interesting.  If you ever need
                    representation... we should talk.
          
          George hands him a BUSINESS CARD.  Andy reads it -- then his
          eyes pop.  He DROPS the accent.

                               ANDY
                    Mr. Shapiro, it's an honor!!
          
          George realizes it's all been an act.  He laughs heartily.

                               GEORGE
                    Caspiar, huh?!
          
                                                              CUT TO:
                                                    
          INT. SOHO HEALTH FOOD RESTAURANT - NIGHT

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

                               ANDY
                    You see, I want to be the biggest
                    star in the world.
          
          George is surprised at this hubris.

                               GEORGE
                    People love... comedians.
          
                               ANDY
                    I'm not a comedian.  I have no
                    talent.
                         (he shrugs)
                    I'm a song-and-dance man.
          
          George looks up at Andy -- and inexplicably there is a giant
          MOIST BOOGER hanging from Andy's nostril.

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

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

                               ANDY (cont'd)
                    Mmm!  I particularly recommend the
                    Lotus root.
          
          Andy pulls out a little Handi-wipe and cleanses his hands.
          Then he starts arranging the food in compulsive little
          piles: Beans in pinwheel shapes.  Sprouts in piles.

          George peers at the bizarre food behavior.
                            GEORGE
                    You show a lot of promise... but...
                    my concern is I don't know where to
                    book you.  You're not a stand-up...
                    your act doesn't exactly translate
                    to films... help me... where do you
                    see yourself?
          
                               ANDY
                         (bright)
                    I've always wanted to play Carnegie
                    Hall.
          
          George is unsure if that's a joke.

                               GEORGE
                    Yeah, ha-ha.  That's funny.
          
          Andy dips his silverware in the water glass.  Two dunks,
          then he dries it with his napkin.

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

          Huh?

                               ANDY
                    See, I don't want easy laughs.
          
          Andy's about to eat -- but first bows his head in silent
          prayer.  George raises an eyebrow.  Andy snaps his head back
          up.

                               ANDY (cont'd)
                    I want gut reactions!  I want that
                    audience to go through an
                    experience.  They love me!  They
                    hate me!  They walk out -- it's all
                    GREAT!
          
          Andy triumphantly eats a bean.  George peers, unable to take
          the booger anymore.  He hands Andy a napkin and points to
          his nose.  Andy nods, removes the rubber booger, and
          carefully puts it in a little box.

                               ANDY (cont'd)
                    After I'm famous, I can sell these
                    as "Worn by Andy Kaufman."
          
          And at that... George is won over.  He smiles broadly.

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

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

          The glitz strip of Los Angeles.  Money.  Beauty.

          INT. SHAPIRO/WEST - DAY

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

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

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

                               SECRETARY (O.S.)
                    Tony Clifton on the phone!
          
                               GEORGE
                    Who?
          
                               SECRETARY (O.S.)
                    He says he's an associate of Andy
                    Kaufman's.
          
                               GEORGE
                    Oh.
                         (back to the phone)
                    Sammy, think about it.  I gotta go.
                         (he punches a line)
                    Hello?  George Shapiro here.
          
          On the phone, a STACCATO, ABRASIVE NASAL VOICE blares.

                               TONY CLIFTON (V.O.)
                    Uh, yeah.  Is this GEORGE SHAPIRO?
          
                               GEORGE
                         (beat)
                    Er, yes.  Speaking.
          
                               TONY CLIFTON (V.O.)
                    "Speaking"!  Reeking, seeking,
                    creaking... Freaking!
          
          George is baffled.

                               GEORGE
                    Can I help you with something?
          
                               TONY CLIFTON (V.O.)
                    Yeah!  You stay away from that Andy
                    Kaufman, if you know what's good for
                    you!
          
                               GEORGE
                         (stunned)
                    Who is this?
                               TONY CLIFTON (V.O.)
                    You -- you know damn straight who it
                    is.  Tony Clifton!  A name to
                    respect.  A name to fear.
                         (beat)
                    Beer.  Gear.  Deer.  Ear.
          
                               GEORGE
                    Look... I don't know what your
                    problem is...
          
                               TONY CLIFTON (V.O.)
                    Kaufman's a lying bastard!  If you
                    sign him, I'll RUIN YOU!
          
          CLICK.  Clifton hangs up.  George is bewildered.

          INT. MEDITATION INSTITUTE UNIVERSITY, CLASSROOM - DAY

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

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

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

                               YOGI
                    Do any thoughts come...?
          
                               STUDENT #1
                    My mind is clear.  I feel great.
          
                               YOGI
                    Good...
          
                               STUDENT #2
                    All the tension is gone from my
                    body.
          
          The Yogi's eyes go to Andy.  Andy smiles sweetly.

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

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

                               YOGI
                    Are you at peace with your family?
          
                               ANDY
                    Um, yes.  I haven't fought with
                    them, since I started here.
          
                               YOGI
                    Goals are important.
          
                               ANDY
                    I stopped drinking.  I gave up
                    drugs.  And I'm meditating three
                    hours a day.  It's the center of my
                    life...
          
                               YOGI
                    We are all impressed.
          
          Andy smiles beatifically.  This means a lot.

                               LITTLE WENDY
                    Okay.  Anyone else --?
          
                               ANDY
                    Oh, wait!  I have a question.
                         (beat; working up
                         his nerve)
                    Is there... is there a secret to
                    being funny?
          
          Huh?  The Yogi thinks hard... squinching up his face.
          Then... he finally speaks.

                               YOGI
                    Yes.  Silence.
          
                                                              CUT TO:
                                                    
          INT. SNL SET - NIGHT

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

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

                               CAROL
                    I still can't believe my brother's
                    gonna be on TV...!
          
                               JANICE
                    I hope he doesn't get nervous.
                             STANLEY
                    What's the difference?  This thing's
                    on in the middle of the night -- no
                    one's even gonna see it.
          
          The commercial ends, and the "APPLAUSE" sign blinks.  The
          crowd APPLAUDS.  An "ON THE AIR" sign lights up.

                               HOST
                    Welcome back to Saturday Night Live!
                    And now, as a special treat on our
                    first show... musical guest ANDY
                    KAUFMAN!!!
          
          The SNL orchestra starts the intro into a song.  Andy enters
          the stage with a boom box, and positions himself in front of
          the microphone.  When the vocals are supposed to start, Andy
          doesn't open his mouth.  Instead he looks around --
          frightened.  The band stops... and starts again.  Andy
          remains mute.  The Band stops again.

          INT. SNL SET, BOOTH - NIGHT

          The SNL producer, LORNE MICHAELS, looks worried.

                               LORNE MICHAELS
                    What's happening to him?
          
          INT. SNL SET - NIGHT

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

          He's purposefully doing nothing.

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

          INT. SNL SET, BOOTH - NIGHT

          Lorne Michaels is panicked.

                               LORNE MICHAELS
                    Oh my God, he's doing nothing.  It's
                    dead air...!
          
          INT. SNL SET - NIGHT

          BACK ON ANDY.

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

                               MIGHTY MOUSE THEME (V.O.) (cont'd)
                    "Here I come to save the day!"
          
          Shocked, the crowd HOWLS with LAUGHTER.

          Then instantly -- Andy resumes his blank expression.

                               MIGHTY MOUSE THEME (V.O.) (cont'd)
                    "That means that Mighty Mouse is on
                    the way!"
          
          The audience SCREAMS with glee.  The tune ENDS, and the
          audience APPLAUDS CRAZILY.

          Delighted, Andy grins and bows.

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

                                                              CUT TO:
                                                    
          INT. SHAPIRO/WEST - DAY

          George jumps from his desk.  Andy is walking in.

                               GEORGE
                    Andy, c'mon IN!  Thanks for flyin'
                    out here!!
          
                               ANDY
                    The stewardess let me keep my
                    headphones.
          
                               GEORGE
                    That's... terrific!  But I got
                    something better.  This is BIG...
                         (giddy; milking the
                         moment)
                    You are getting a once-in-a-
                    lifetime, unbelievably lucrative
                    opportunity to star on... a
                    PRIMETIME NETWORK SITCOM!!!!
          
          Andy's smile drops.  He freezes up.

                               ANDY
                    Sitcom...?
          
                               GEORGE
                    And this is a CLASS ACT!  It's the
                    guys who did the Mary Tyler Moore
                    and Bob Newhart shows!  It takes
                    place in a taxi stand!  And you're
                    gonna be the Fonzie!
          
                               ANDY
                         (confused)
                    I'm -- Fonzie?
                              GEORGE
                    NO!  The Fonzie!  The crazy breakout
                    character!  The guy that all the
                    kids impersonate and put on their
                    lunchboxes!
          
                               ANDY
                         (soft)
                    George, I hate sitcoms.
          
                               GEORGE
                    HANG ON, you ain't heard the best
                    part!  ABC has seen your foreign man
                    character, and they want to turn him
                    into --
                         (he checks his
                         notes)
                    "Latka," a lovable, goofy
                    mechanic!!!
          
          Long pause.  Then -- Andy responds.

                               ANDY
                    No.
          
                               GEORGE
                    "No"?  "No" to which part??
          
                               ANDY
                    No to the whole thing.  None of it
                    sounds good.
          
          George is flummoxed.

                               GEORGE
                    Andy... this is every comedian's
                    dream.
          
                               ANDY
                    I told you, I'm not a comedian.  And
                    sitcoms are the lowest form of
                    entertainment: Stupid jokes and
                    canned laughter.
          
                               GEORGE
                         (shocked)
                    B-but, this is classy... they did
                    Bob Newha--
          
                               ANDY
                    I'm not interested.  I want to
                    create my own material.
          
          Beat.  George glares.

                               GEORGE
                    You have to do it.
          
                               ANDY
                    I refuse.
          
                            GEORGE
                         (he explodes)
                    LISTEN, you arrogant putz!  I've
                    been in this business for twenty
                    years!  I know!  If you walk away
                    from this opportunity, you will
                    never, NEVER see another one like it
                    again!!!!
          
          Long pause.  Andy stares at George, amazed at this passion.

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

          Andy thinks -- then nods.

                               ANDY
                    Okay.  Fine, I'll do it.
                         (beat)
                    But I have a few terms.
          
                               GEORGE
                         (relieved)
                    Of course!  That's what negotiations
                    are for.
          
          Andy starts to write on a piece of paper.

                               GEORGE (cont'd)
                    What are you doing?
          
                               ANDY
                    Writing down my terms.
          
          George watches patiently.

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

                               GEORGE
                    Are you makin' fun of me --?  This
                    is RIDICULOUS!
          
                               ANDY
                         (blasé)
                    Those are my terms.
          
                               GEORGE
                    They're IMPOSSIBLE!!  Jesus!
                         (he points at one
                         item)
                    I mean -- "two guaranteed guest
                    shots for Tony Clifton"??!  Who is
                    this TONY CLIFTON?!
          
                               ANDY
                    He's a Vegas entertainer.  I used to
                    do impressions of him.  We sorta...
                    got in a fight over that.
          
          George gets a look.

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

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

          INT. ABC CONFERENCE ROOM - LA - DAY

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

                               GEORGE
                    Mr. Kaufman will only appear in half
                    the episodes.
                         (beat)
                    Mr. Kaufman requires an undisturbed
                    90 minutes of meditation prior to
                    filming.
                         (beat)
                    Mr. Kaufman won't rehearse.
                         (beat)
                    Mr. Kaufman gets his own network
                    Special.
          
          The execs are stupefied.  Finally -- George delivers the
          clincher.

                               GEORGE (cont'd)
                    And Taxi must guarantee two guest
                    appearances to... Tony Clifton.
          
                               NETWORK GUYS
                    WHO???
          
                               GEORGE
                    Tony Clifton.
          
                               NETWORK GUY #1
                    Who is he?!
          
                               GEORGE
                         (solemn)
                    I don't know.
          
          Long pause.  The execs stare at George like he's lost his
          mind.

                               GEORGE (cont'd)
                    But Andy says he's fabulous.
                         (awkward)
                    He also says, these are the terms.
          
          The execs' leader, MAYNARD SMITH, shudders hopelessly.

                             NETWORK GUY #2
                    Couldn't Kaufman ask for more money,
                    like everyone else?
          
          George slowly, sadly shakes his head:  No.

          Maynard glances at his team -- then frowns.

                               MAYNARD (cont'd)
                    George, we don't book phantom
                    performers.  The deal's off.
          
          INT. SHAPIRO/WEST - DAY

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

                               GEORGE
                    Andy?
          
                               ANDY (O.S.)
                    Hi George!
          
                               GEORGE
                    Eh, hi, Andy.  Look, this Tony
                    Clifton... is he performing
                    anywhere?
          
                               ANDY (O.S.)
                    Of course.
                         (beat)
                    But only on Monday nights.
          
                               GEORGE
                    That's alright.  Where...?
          
          INT. MAMA ROMA'S - NIGHT

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

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

          The lights dim.  A BLARING ANNOUNCER speaks.

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

                               ANNOUNCER (V.O.) (cont'd)
                    Ladies and Gentlemen, Mr.
                    Entertainment... TONY CLIFTON!
          
          The DRUMMER starts a drum roll.  Patrons APPLAUD.  A LIGHT
          SPOT hits the entrance area... and nobody enters.  The spot
          is waiting... waiting... still waiting... until the drum
          roll slows down and stops.  The announcer BOOMS again.
                              ANNOUNCER (V.O.) (cont'd)
                    Ladies and Gentlemen, out of respect
                    for Mr. Clifton's vocal demands,
                    could everyone please extinguish
                    your cigarettes and cigars.
          
          The crowd GRUMBLES angrily -- then irritably complies.  One
          ANGRY GUY thrusts his cigar into a water glass.

                               ANGRY GUY
                    Goddamn, I paid five dollars for
                    this.
          
                               ANNOUNCER (V.O.)
                    And now!  A man who needs no
                    introduction... TONY CLIFTON!
          
          The band starts playing lounge standard "VOLARE".  And then,
          obnoxious TONY CLIFTON swaggers out.  Tony has a rubbery
          face, black wig and moustache, sunglasses, a padded belly,
          and a peach tuxedo with blue shirt and velvet piping.

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

                               TONY CLIFTON
                    Heh-heh.  How ya all doin'?
          
          The crowd is furious.

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

                               TONY CLIFTON
                         (singing)
                    "Volare!
                     Whoa, whoa.
                     Cantare,
                     Whoa whoa whoa whoa."
          
          George winces.  He's horrible.

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

                               TONY CLIFTON (cont'd)
                     Oh.  Whoop do doo,
                     Whoop de di,
                     Stick a needle in your eye...
          
          The band gives up and stops.
                             TONY CLIFTON (cont'd)
                    Eh, the hell with that song.
          
          One person CLAPS.  Most BOO.

                               TONY CLIFTON (cont'd)
                    So how ya doin'!
                         (leering)
                    How ya doin' over here?  How ya
                    doin' over there?
                         (he approaches a
                         WOMAN)
                    How's that pasta carbonara?
          
                               WOMAN
                    Leave me alone.
          
                               TONY CLIFTON
                    Okay!
                         (he spins around)
                    So, you havin' a good time, sir?!
          
          Tony approaches a LONELY SAD SACK sitting at the bar.  Tony
          thrusts his mike at the guy.

                               SAD SACK
                    Sure...
          
                               TONY CLIFTON
                    What's your name?
          
                               SAD SACK
                    Bob.
          
                               TONY CLIFTON
                         (he reacts as if
                         this is enormously
                         funny)
                    "Bob"?  BOB!  Bob bob bob.
                         (beat)
                    Bob what?
          
                               SAD SACK
                    Bob Gorsky.
          
                               TONY CLIFTON
                    "Gorsky"?  What is that, Polish?
          
                               SAD SACK
                         (meek)
                    Yes.
          
          Tony gets indignant.

                               TONY CLIFTON
                    Are you tryin' to do some of that
                    Polack humor?  Well if that's so,
                    you can just get the hell out of
                    this restaurant!
          
                               SAD SACK
                         (timid)
                    It's my name.
          
                               TONY CLIFTON
                    SHUT UP!  I hate them Polish jokes!
          
          People are embarrassed.
       
                               TONY CLIFTON (cont'd)
                    I do a clean show!  Like, I wouldn't
                    do that one... oh, you know it...
                    "What do you call a pretty girl in
                    Poland"?
          
                               SAD SACK
                         (he giggles
                         stupidly)
                    A -- a tourist.
          
                               TONY CLIFTON
                    See, that's EXACTLY what I'm talkin'
                    about!
                         (enraged)
                    Here!  I'LL give you a little humor!
          
          Tony snatches Bob's water glass and POURS IT over his head!

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

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

                               TONY CLIFTON (cont'd)
                    And stay out, Fatso!
          
          The room erupts, outraged.  George covers his face, looking
          ill.  Suddenly, Tony snaps at him.

                               ANDY
                    And YOU.  I wanna see you backstage!
          
          George is rattled.

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

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

                               GEORGE
                    Alright, I'm here.  What do you
                    want?
          
          Tony puts down his fork.  He pauses... slowly turns
          around... and is Andy.

          George GASPS.  His eyes bulge.

          Andy smiles innocently.  He gestures to an empty seat.

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

                               GEORGE
                    I... I-I don't understand this act.
                            ANDY
                         (in jolly spirits)
                    It's good old-fashioned
                    entertainment.  Everyone loves a
                    villain.
          
                               GEORGE
                    Yeah?  Well tell that to the poor
                    schlub who you humiliated!
          
          Beat -- then Bob strolls over.  His real name is BOB ZMUDA.

                               ZMUDA
                    Hey Andy, good show.
          
                               ANDY
                    Oh George, this is Bob Zmuda.  Bob
                    and I have been buddies for years.
          
          George gapes.  On closer inspection, Bob is cocky, aloof,
          and conniving.  He and Andy grin naughtily at each other.

                               ZMUDA
                    That was a really hot house!
          
                               GEORGE
                    So your name's not Gorsky.
          
                               ZMUDA
                    Don't believe everything you hear.
          
          George thinks about this -- then laughs.

                                                              CUT TO:
                                                    
          INT. ABC CONFERENCE ROOM - LA - DAY

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

                               GEORGE
                    This has to stay in the room... but
                    here's the thing: Andy is Tony.  And
                    Tony is Andy!  They'll deny it up
                    and down, but I swear to God,
                    they're the same person!
                         (with urgency)
                    It's smart business!  You'll get two
                    Andy Kaufmans for the price of one!
          
          Maynard thinks about this, quite methodically.  A beat, and
          then he cracks a smile...

          INT. ALPHA BETA SUPERMARKET - NIGHT

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

          In the b.g., George suddenly enters.  He looks around the
          market, then spots Andy.  He feverishly runs up.
                            GEORGE
                    Andy!
          
                               ANDY
                         (still playing the
                         game)
                    What's up?
          
          George grins crazily, ecstatically.

                               GEORGE
                    Andy... THEY SAID YES!  They agreed
                    to it all!  They thought your terms
                    were a shining example of your
                    "irreverent wit" -- and precisely
                    why they want you!
                         (beat)
                    You're getting EVERYTHING!
          
          Whoa.  Andy looks up, astonished.  His space station
          EXPLODES, but he doesn't notice.  He turns to George... and
          slowly smiles sweetly.  Genuinely.

                               ANDY
                    Well thank you very much...!
          
                                                              CUT TO:
                                                    
          INT. TAXI SET - DAY

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

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

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

          The cast glances around.  Tony Danza loses his temper.

                               TONY DANZA
                    Man, this is bullshit!
                         (he marches up to
                         the PRODUCER)
                    Where's Kaufman?  Why isn't he
                    here??
          
          One producer stands.  This is tightly-wound ED WEINBERGER.

                               ED
                    You'll see him on Friday when we
                    shoot.  Now run the lines with
                    Rodney.
          
          An angry beat.  The actors resume...

          INT. TAXI SET - DAYS LATER

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

          INT. TAXI SET, BACKSTAGE - DAY

          Actors mingle outside the dressing rooms.

                              JUDD HIRSCH
                    I'm taking bets we do the show with
                    the stand-in.
          
                               MARILU HENNER
                    No, I hear Andy arrived.  Rumor is
                    he's locked inside his dressing
                    room.
          
          Judd is surprised.

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

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

          Silence -- until a little clock radio CHIRPS.

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

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

          INT. TAXI SET - LATER THAT DAY

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

          Andy is hilarious.  The crowd HOWLS with laughter.

          MONTAGE - TAXI

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

          INT. TAXI SET, BACKSTAGE - DAY

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

          He soberly strolls up to Zmuda.

                               ANDY
                    I'm gonna quit.
          
                               ZMUDA
                    What?!?
          
                               ANDY
                    Each show is worse than the next.
          
                               ZMUDA
                    Are you nuts?!  40 million people
                    watch you every week!
          
                               ANDY
                    So?  What do they know?
          
                               ZMUDA
                    Absolutely nothing!  That's the
                    beauty!
                         (he lowers his
                         voice)
                    It's credibility.  You make them
                    love you... and then later, on your
                    special, you'll screw with their
                    heads!
          
          Hmm?!  Andy raises an eyebrow.
                                                             CUT TO:
                                                    
          INT. MAYNARD SMITH'S OFFICE - LA - DAY

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

                               MAYNARD
                    I don't care!  Travolta signed a
                    contract, he's a Sweathog for
                    life!... Oh yeah?  Just try to sue
                    us.
          
          He HANGS up.  His ASSISTANT peeks her head in.

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

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

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

                               ANDY
                    It's my show!  Now make it roll!
          
                               TECHNICIAN
                    NO!
          
          Maynard strolls up, buttoning his suit jacket, irritated as
          he walks around Little Wendy meditating in front of a ring
          of candles.

                               MAYNARD
                    Andy, I hear fabulous things about
                    the Special...
                         (a delicate pause)
                    Eh, I understand we've hit a teeny
                    speedbump?
          
                               TECHNICIAN
                         (harried)
                    Yeah, Kid Genius told me to mess
                    with the horizontal hold!  He wants
                    the picture to roll!
          
          Maynard doesn't exactly understand.

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

                                          ANDY (ON-SCREEN)
                    And now... in her television debut,
                    the incredible Chubby Rosalie!!
          
          At that moment, Andy's image starts rolling across the
          screen, until it disappears into a blur of static...

                               ANDY
                         (happy)
                    It'll be great.  The viewer will
                    think their TV is broken.  They'll
                    get out of their chair, they'll
                    twist the knobs, they'll hit the TV,
                    but they won't be able to fix it!
          
          Maynard stares at the monitor.  The totally indecipherable
          picture still rolls.  A glum pause.

                               MAYNARD
                    Andy... we don't want the viewer to
                    get out of their chair.  They might
                    change the channel.
          
                               ANDY
                    But it's funny!  It's a practical
                    joke.  They'll get frustrated!
          
          Andy beams giddily.  Maynard gazes dully, struggling to
          reason.

                               MAYNARD
                    Andy... uhh... this network has a
                    long-standing policy: The viewer
                    must be able to see the program.
          
                               ANDY
                    But it's only for thirty seconds!
          
          Beat.

                               MAYNARD
                    Five.
          
                               ANDY
                    Twenty!
          
                               MAYNARD
                    Ten.
          
                               ANDY
                    Deal.
          
          Both men quickly extend their hands and shake.  Maynard nods
          and leaves.

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

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

                               STUDIO PAGE
                    Mr. Kaufman, do you want your mail?
          
          Andy looks up -- and his face lights up like Christmas.

           INT. ANDY'S APARTMENT - DAY

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

                               ANDY
                    ... Yes, it's Andy Kaufman!...
                    Really! ...I got your fan letter...
                    So you like the show?  Your letter
                    said I was silly.  Did you think I
                    was too silly?... Oh good.  I'm
                    glad.
          
          Andy holds a letter which has a GIRL'S SNAPSHOT stapled to
          it.  He is very nervous.

                               ANDY (cont'd)
                    It was real nice of you to send your
                    picture, Mimi... 'Cause you knew
                    what I looked like... and now, I
                    know what you look like!
          
          Andy flips the letter over.  He glances at the return
          address.

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

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

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

                               ANDY
                    Oh.
          
          Another beat.

                               ANDY (cont'd)
                    So do you wanna wrestle?
          
                               MIMI
                    Excuse me -- ?
                     
					ANDY
                    Do you wanna wrestle?  It's a good
                    way of breaking the ice.
                         (pause)
                    That instant physical intimacy
                    really brings two people together.
          
          Mimi is bewildered, and offended.

                               MIMI
                    What are you talking about?!  We
                    just met an hour ago.
          
                               ANDY
                         (calm)
                    No no no, it's not sex!  I mean --
                    it can lead to sex... but really,
                    it's just wrestling.
          
                               MIMI
                    I don't wanna talk about it!
          
          An awkward silence.  They continue walking.  She points up.

                               MIMI (cont'd)
                    The sunset is really beautiful.
          
                               ANDY
                    What do you mean?
          
                               MIMI
                         (a bit offput)
                    I mean -- uh -- the colors in the
                    sky are so vibrant.  I love this
                    time of day.
          
                               ANDY
                         (he shrugs dully)
                    I've never understood that.  It's
                    just... getting dark.
                         (pause)
                    But I like you!  Hey!  Why don't we
                    fill the car with gas, drive to
                    Tijuana, and GET MARRIED???
          
          ANGLE - MIMI

          Fear.  She shivers, then hoarsely speaks.

                               MIMI
                    I think I wanna go home.
          
                                                              CUT TO:
                                                    
          INT. ABC CONFERENCE ROOM - LA - DAY

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

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

          THE EXECS -- are horrified.

                    ANDY (ON TV)
                    (cont'd)
           Howdy, I've been
           watching you ever
           since I was a little
           boy...
               (choked up,
               nervous)
           You're the first
           friend from television
           I ever had.  I always
           wanted to meet you...
           and now ...I finally
           am.
 
                                                  EXEC #2
                                         This is NOT funny.
                                         
                                                  EXEC #3
                                             (ominous)
                                         "Artsy Fartsy shit"...
                               
                                                  GEORGE
                                             (worried at this
                                             response)
                                         No... eh, the Special
                                         isn't all like this...
                                         just wait... it will be
                                         hysterical.
                               
          At that moment, the picture turns to FUZZY SNOW.  Maynard
          scowls.

                               MAYNARD
                    Christ!  We're the Number One
                    Network -- can't we afford decent
                    TVs?!
          
          Maynard angrily jumps and POUNDS on the TV.  BANG, BANG!
          George winces -- then mutters awkwardly.

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

          Maynard is embarrassed.  Finally -- he explodes.
                       
					MAYNARD
                    Tell Kaufman we will NEVER air this
                    program!!
          
          INT. JERRY'S DELI - NIGHT

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

                               BLUE COLLAR GUY 1
                    Excuse me, could I please have more
                    coffee?
          
                               ANDY
                    Yeah, yeah, in a sec'.
                         (he lugs the dishes
                         to the kitchen)
                    That was decaf, right?
          
          The guy nods.  Andy hurries over with the coffeepot and
          starts pouring.

                               BLUE COLLAR GUY 1
                    You know, you look just like Andy
                    Kaufman.
          
                               ANDY
                    Yeah, I get that all the time.
          
          Andy hurries off.  The guy's buddy leans in, whispering.

                               BLUE COLLAR GUY 2
                    I'm telling you, it's him.
          
                               BLUE COLLAR GUY 1
                    You wanna bet??  If that was him, he
                    wouldn't be workin' here, pouring my
                    coffee!
          
          NEAR THE KITCHEN

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

                               GEORGE
                    Hey!  Could you clear this table and
                    bring me a piece of poundcake?
          
          Andy turns.  They stare down each other.

                               GEORGE (cont'd)
                    Andy, this is ridiculous.  Take off
                    that apron.
          
                               ANDY
                         (infuriated)
                    NO!  I'd rather work here, than at
                    ABC.  There's no lying in a
                    restaurant.  They don't promise you
                    a job as a cashier, then suddenly
                    make you a frycook!
          
          Andy hurries off with a water pitcher.  George chases him.
                               GEORGE
                    Look, I'm sorry.  They're assholes!
                    But we work in a creative business.
                    You can't predict what people are
                    gonna like --
          
                               ANDY
                    The ONLY reason I did Taxi was so I
                    could have my own Special!
          
                               GEORGE
                         (trying to calm him)
                    Tell you what.  I'll book you on
                    some concerts, and meanwhile, we'll
                    show the Special around... see if
                    somebody wants to buy it --
          
                               ANDY
                         (bitter)
                    Yeah, we can have a garage sale.
                    "Hey look, I got a floor lamp and a
                    network TV Special for only fifty
                    cents!"
          
          A glum moment.

          Andy fills water glasses.

                               ANDY (cont'd)
                    How long is left on my Taxi
                    contract?
          
                               GEORGE
                    You signed for five years --
                         (awkward)
                    So four years, seven months.
          
                               ANDY
                         (he looks up)
                    Okay... I'll go back.  But just let
                    them know, first they ain't gettin'
                    Latka.  They're gettin' Tony!
          
                                                              CUT TO:
                                                    
          EXT. TEXAS A&M COLLEGE AUDITORIUM - NIGHT

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

          Inside, a ROAR of APPLAUSE surges.

          INT. COLLEGE AUDITORIUM - SAME TIME

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

          Andy smiles and bows.

                               ANDY
                    Thank you.  It's great to be here.
                    We're going to have a very nice
                    time.  We'll sing some songs --
                                                   SORORITY GIRL
                    DO LATKA!!
          
          Andy reacts, perturbed.  He struggles to stay composed.

                               ANDY
                    Uh, we'll play with puppets --
          
                               DRUNKS IN UNISON
                    LATKA!  LATTTTKAAAA!!!
          
          Andy scowls.  Then -- he loses it.

                               ANDY
                    Excuse me one moment.
          
          Andy angrily hurries offstage.

          INT. COLLEGE AUDITORIUM, BACKSTAGE - NIGHT

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

                               ANDY
                    Give me the book.
          
                               ZMUDA
                         (startled)
                    No!  Andy, don't do it --
          
                               ANDY
                    They're asking for it.
          
          Andy fiercely GRABS a small book from Zmuda.  Zmuda cringes.

          INT. COLLEGE AUDITORIUM - NIGHT

          Andy strides back out.  He gazes at the crowd.

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

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

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

                               FRAT BOY IN AUDIENCE
                    LATKA!!!
          
          The audience ROARS approvingly.  Andy stops reading and
          looks at the student.  He smiles.

                               ANDY (AS LATKA)
                    Tank you veddy much!!!!
          
          The audience APPLAUDS enthusiastically.  Andy waits until
          the applause dies and goes back to the book.

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

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

                               ANDY (BRITISH)
                    Chapter Two.
          
          The crowd is horribly bored.

          INT. COLLEGE AUDITORIUM, BACKSTAGE - NIGHT

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

                               PROMOTER
                    Is he ever going to stop?
          
                               ZMUDA
                         (dour)
                    Sure.  When he reaches "The End."
          
          INT. COLLEGE AUDITORIUM - LATER THAT NIGHT

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

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

                               WEAK VOICE
                    Do Latka.
          
          Andy looks up, shocked.  Insulted, he "blows his temper."

                               ANDY (BRITISH)
                    Look!  I don't have to tolerate this
                    impoliteness!  Forget it -- I'm
                    gonna stop the show.  GOODBYE!
          
          He slams the book shut.  People CHEER.  Andy starts to storm
          off -- then turns.

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

                               ANDY (BRITISH) (cont'd)
                    I'll tell you what.  Would you
                    rather have me continue reading or
                    would you like to hear the
                    phonograph record?
          
          The audience ROARS for the record.  Andy smiles, puts the
          needle on and to everyone's horror more "Gatsby" comes out.
                               ANDY (BRITISH-FROM THE RECORD)
                    "His presence gave the evening its
                    peculiar quality of oppressiveness -
                    it stands out in my memory from
                    Gatsby's other parties that
                    summer..."
          
                                                         DISSOLVE TO:
                                               
          INT. COLLEGE AUDITORIUM - LATER THAT NIGHT

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

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

                               ANDY (BRITISH) (cont'd)
                    The End.
          
          A moment of quiet personal euphoria.  Andy looks enraptured,
          the man who has just climbed Everest.

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

          Andy shrugs, then shuffles off-stage.

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

          EXT. COLLEGE AUDITORIUM - DAWN

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

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

                               ANDY
                    Let's get some breakfast.
          
                                                              CUT TO:
                                                    
          INT. SHAPIRO/WEST - DAY

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

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

                               ANDY
                    I'm sorry, George...
          
                               GEORGE
                    You're DAMN RIGHT you're sorry!
                         (turning on Zmuda)
                    And you -- you're the road manager!
                    You should be watchin' out for him!
          
                               ZMUDA
                         (a guilty sigh)
                    We might have lost our focus...
          
          George paces furiously.

                               GEORGE
                    When you play the Midwest and South,
                    you DON'T MINDFUCK THESE PEOPLE!
                    It's not postmodern -- it's rude.
                         (beat)
                    If you wanna perform in Texas, you
                    give 'em Mighty Mouse!  You give 'em
                    Elvis!!
          
                               ANDY
                    But George, I like to push the
                    boundaries...
          
                               GEORGE
                    And that's great.  But do it in LA
                    and New York!  There you experiment!
                    Show up with a sleeping bag and take
                    a nap on stage!  I don't care!
          
          Hmm.  Andy thinks.

                               ANDY
                    How long would they let me sleep?
          
                               GEORGE
                    I don't know!
                         (he composes himself
                         and lowers his voice
                         to a hush)
                    Andy... you need to look inside: Who
                    are you trying to entertain?  The
                    audience... or yourself?
          
          ANGLE - ANDY

          He doesn't know the answer.
       
                                                              CUT TO:
                                                    
          INT. SHAPIRO/WEST, BATHROOM - DAY

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

          INT. SHAPIRO/WEST - DAY

          George sighs at Zmuda.

                               GEORGE
                    I'm worried about Andy.  His stress
                    level is affecting his work.
          
                               ZMUDA
                         (he thinks)
                    Isn't Tony Clifton going on Taxi
                    soon?  Maybe that'll chill him out.
          
                               GEORGE
                    Bob, Andy needs to RELAX.  See if
                    you can get him away from all this.
                    Take him to Hawaii, or Bali... Find
                    something special.  Something
                    nice...
          
          Zmuda mulls this over.

                                                              CUT TO:
                                                    
          EXT. MUSTANG RANCH, NEVADA - DAY

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

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

                               ANDY
                    I dunno about this...
                         (worried)
                    What will my mother think?
          
                               ZMUDA
                    She'll say, "Now my son is a man."
          
                               ANDY
                    It's so dirty.
          
                               ZMUDA
                    Nah.  The girls sponge off between
                    johns.
          
          Andy nods.

                               ANDY
                    Okay.
          
          INT. MUSTANG RANCH - DAY

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

                               ANDY (GERMAN)
                    I vill haf both!  I vill haf dat
                    fraulein... unt... the vun vith the
                    big strudels!
          
          The two chosen girls take Andy's hands and lead him off.  He
          reaches the door -- then gives Zmuda a nervous look.  Zmuda
          smiles reassuringly.  Andy gulps, and goes in...

          Beat.  Zmuda turns to the older, jaded MADAM.

                               ZMUDA
                    This is a big day.  It's my friend's
                    first time with a prostitute.
          
                               MADAM
                         (mocking)
                    What're you talking about?  Andy
                    comes here almost every weekend.
          
          Zmuda's jaw drops, stupefied.

                               ZMUDA
                    You're talking about... Andy?
          
                               MADAM
                    Oh, he doesn't always call himself
                    that.  Sometimes he's Tony, and
                    wears a tux.
          
          Disbelief -- then Zmuda LAUGHS sharply.  He's been conned.

          INT. MUSTANG RANCH, BEDROOM - DAY

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

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

          Breathing hard, he stares down.

                               ANDY
                    You let me win.
          
                               HOOKER
                         (she giggles sexily)
                    What if we did...?!
          
          Andy grins and leans down...

                               ANDY
                    Hey.  If I give you three-hundred
                    dollars, will you come to LA and
                    help me destroy a TV show?
          
                                                              CUT TO:
                                                    
          INT. TAXI SET, REHEARSAL ROOM - DAY

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

                               TONY DANZA
                    Where is he?
          
                               ED
                    He just arrived.
          
                               CAROL KANE
                    He's an hour late.
          
                               ED
                    Look, I'm told this Clifton guy is a
                    little eccentric.  You're all just
                    gonna have to roll with the punches
                    this week.
          
          Suddenly -- the door SLAMS open.  Tony bounds in, filthy
          drunk, clutching a bottle in a brown bag.

                               TONY CLIFTON
                    Taxi!  Laxy!  Just the factsy,
                    Maxie!  Them's all the words that
                    rhyme with taxi!... Right, girls?
          
          Little Wendy and the Hooker sashay in, dressed as tarts.
          Tony feels them up, and they SQUEAL.  The cast stares in
          horror.

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

                                                              CUT TO:
                                                    
          INT. TAXI SET - LATER THAT DAY

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

          The cast watches, pissed and bored.

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

          Beleaguered Ed sits with George.

                               ED
                    George, we've lost two days.
                    Filming is on Friday.  We HAVE to
                    let him go!
          
                               GEORGE
                         (worried)
                    I'm not sure how Andy's gonna take
                    this...
          
                               ED
                    So we'll go downstairs and tell him!
          
          He points at Tony, swaggering around on the set.  George
          shakes his head.

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

                               ED
                    Well whoever the fuck that is, I'm
                    firing him!
          
                               GEORGE
                         (he sighs)
                    Okay.  But we'll have to warn Andy
                    first.  I think he's up in San
                    Francisco, doing a concert.
          
          Heh?  Ed raises his eyebrows.

                                                              CUT TO:
                                                    
          INT. TAXI SET, TECH BOOTH - SECONDS LATER

          George is on the phone.  Ed hovers.

                               GEORGE (INTO PHONE)
                    Hi, Diane, this is George.  I'm
                    trying to reach Andy up in San
                    Francisco.
                         (a stilted pause)
                    Yeah, I'll wait.
          
          Ed glances down at the stage... and suddenly Tony is no
          longer there.  He's magically vanished.

          Beat.

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

                               ANDY (V.O.)
                    Hi, George!  Good to hear from you!
          
                               GEORGE
                    Hi, Andy.  How's the weather up
                    there?
          
                               ANDY (V.O.)
                    Oh, you know the Bay Area!  Always
                    foggy!
          
          Ed looks totally off-balance.  George winks at him.

                               GEORGE
                    I'm here with Ed over at Taxi.
                    There's been some trouble with Tony.
          
                               ANDY (V.O.)
                    Oh no!  Did he get hurt?
          
                               ED
                    No, no, Andy, nothing like that.
                         (nervous beat)
                    But... Tony's not fitting in.  His
                    style of performance is too...
                    burlesque.
          
                                                            INTERCUT:
                                                  
          INT. TAXI SET, ANDY'S DRESSING ROOM - DAY

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

                               TONY CLIFTON (AS ANDY)
                    "Burlesque"?
          
                                                             BACK TO:
                                                   
          INT. TAXI SET, TECH BOOTH - DAY

                               ED
                    Andy, I'm calling you up like this
                    because I have the utmost respect
                    for your artistry.  But -- I need
                    your permission to fire him.
          
                               ANDY (V.O.)
                    Oh dear!
                         (upset)
                    George, this is gonna kill Tony.
                    He's waited his whole life for this
                    break.
          
                               GEORGE
                    There'll be other shots.
          
                               ED
                    Andy, I have to do it.  He's a
                    terrible actor.
          
          Andy thinks about this.

                               ANDY (V.O.)
                    I guess I understand.  But Ed --
                    please... let him down gentle.
          
                               ED
                    Yes, Andy, I will.
          
          Andy hangs up.  A relieved Ed turns to George.

                               ED (cont'd)
                    Thank you.
          
                                                              CUT TO:
                                                    
          INT. TAXI SET - LATER THAT DAY

          Tony SCREAMS insanely.

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

          Ed is stupefied.  The cast stands nervously behind him.

                               ED
                    We had a deal!!
          
                               TONY CLIFTON
                    I don't know what yer talkin' about.
                    You musta talked to someone else --
          
                               ED
                    Yeah!!  I talked to Andy Kaufman!
          
                               TONY CLIFTON
                    I don't know nothin' about no
                    Kaufman.  He's been ridin' my
                    coattails, smearing my reputation.
                    Been usin' my good name, to get
                    places.
          
          Ed is livid.  He gazes harshly at Tony -- Tony's burning
          eyes piercing through the rubber features.

                               ED
                    Get off my stage!  You're fired!
          
                               TONY CLIFTON
                    I GOT A CONTRACT!!  I'm gonna take
                    you to the DEPARTMENT OF LABOR!
          
          Suddenly -- FLASH!  Ed looks over.  A REPORTER has a camera.

                               ED
                    Who're YOU?!
          
                               REPORTER
                    I'm from the LA Times.  We're doing
                    a little puff piece on Mr. Clifton.
                         (beat)
                    Mr. Kaufman arranged it.
          
          UP IN THE BLEACHERS - George enters.  He looks down at the
          growing debacle, and winces.  Uh-oh.

          ONSTAGE - Enraged, Ed blows up.

                               ED
                    Security!  Escort this man off the
                    lot!!
          
          ONSTAGE - Studio SECURITY GUARDS run over.  They GRAB Tony.

                               TONY CLIFTON
                    Stop!  GETCHER HANDS OFF ME!
          
          Tony scuffles.  The camera FLASHES.

                               TONY CLIFTON (cont'd)
                    LEMME GO!  I'M A BIG STAR!
          
          IN THE BLEACHERS - George stares at this mess... and starts
          giggling.

          ONSTAGE - Two guards drag Tony to the door.

                               TONY CLIFTON (cont'd)
                    You'll be SORRY!  One day I'm gonna
                    OWN this town!!
          
          Tony SCREAMS and gets removed.  Dead silence.  Then --

                               ED
                    I don't want those pictures getting
                    out.
          
                               SECURITY GUARD
                         (to the reporter)
                    This is a closed set.  You'll have
                    to give me the film in that camera.
          
          The Guard reaches for the camera.  An uncertain moment...
          until Zmuda authoritatively cuts in, from out of nowhere.

                               ZMUDA
                    I'll take care of this.
          
          Zmuda takes the camera.  He casually starts to make his way
          for the exit... when Ed suddenly HOLLERS.

                               ED
                    Wait -- he's one of THEM!
          
          Zmuda gasps.  Two guards go running for him.

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

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

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

          EXT. PARAMOUNT LOT - DAY

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

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

                               TONY CLIFTON
                    Stop!  HELP!  You wouldn't do this
                    to Wayne Newton --
          
          The guards toss Tony out the gate.  He lands in a heap.

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

          EXT. PARAMOUNT LOT, OUTSIDE THE GATES - DAY

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

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

                               TONY CLIFTON
                    Hey.  Good hustlin'.
          
          George slowly smiles.

          INT. TAXI OFFICES - SAME TIME

          Ed storms in, insanely angry.

                               ED
                    That asshole!  That FUCKING
                    BASTARD!!
                         (he SLAMS the door
                         behind him)
                    We had a fuckin' deal, and THAT
                    COCKSUCKER SHAFTED ME!!
          
          Ed is seething.  His SECRETARY timidly speaks.

                               SECRETARY
                    Um, Ed... you have a phone call --
          
                               ED
                    I'M NOT IN!
          
                               SECRETARY
                    Well, um... it's Andy Kaufman...
          
          Heh??!  Shaking with fury, Ed stares at the telephone...
          then slowly picks it up.

                               ED
                    Yeah???
          
          A long pause... then Andy's voice calmly speaks.

                               ANDY (V.O.)
                    You were brilliant.
          
          A flabbergasted beat.

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

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

                               ED
                    Well -- thank you.
          
          Pause.

                               ANDY (V.O.)
                    Okay.  See you next week.
          
          Andy hangs up.  Ed just sits there, astounded.

                                                              CUT TO:
                                                    
          INT. LA HEALTH FOOD RESTAURANT - NIGHT

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

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

          They all HOWL.

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

                               ZMUDA
                    "Was this in actuality Andy Kaufman?
                    And if it was Andy Kaufman, is Andy
                    Kaufman crazy?"
          
                               ANDY
                         (he chortles)
                    Boy, they totally fell for it!  I'm
                    only acting crazy!
          
          Hmm.  A few awkward glances.

          Then -- Andy grins at his meal.

                               ANDY (cont'd)
                    Boy, this is tasty.
                         (he shouts to a
                         WAITER)
                    Hey, can I please have some more
                    seaweed?!
          
                                                              CUT TO:
                                                    
          INT. BOOKER'S OFFICE - DAY

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

                               BOOKER
                    Mr. Shapiro, this is Gene Knight, up
                    at Harrah's Tahoe.  We'd like to
                    book Andy Kaufman for our showroom.
          
                                                            INTERCUT:
                                                  
          INT. SHAPIRO/WEST - DAY

          George on the phone.

                               GEORGE
                    Ehh -- Andy doesn't really like
                    playing casinos.  The audiences
                    don't work well for him.
          
                               BOOKER (O.S.)
                    Oh.
          
          Disappointed beat.  The booker thinks.

                               BOOKER (O.S.) (cont'd)
                    What about Tony Clifton?
          
                               GEORGE
                         (startled)
                    Really?!  You want Tony Clifton to
                    headline Harrah's Tahoe??
          
                               BOOKER (O.S.)
                         (being tricky)
                    Eh, sure.  We're trying to expand
                    our audience base -- and I know the
                    college kids really love Andy
                    Kaufman.
          
          George winces.

                               GEORGE
                    Look -- I gotta be clear with you.
                    Tony Clifton is NOT Andy Kaufman.
          
                               BOOKER (O.S.)
                    Yeah, yeah, yeah.  I know!
                         (he LAUGHS merrily)
                    Wink wink!  Nudge nudge!
          
                               GEORGE
                         (frustrated)
                    No, I'm serious.  If you book Tony,
                    do NOT EXPECT TO GET ANDY.
          
                               BOOKER (O.S.)
                         (LAUGHING harder)
                    I'll take my chances!!
          
          George rolls his eyes in annoyance.  Finally, he shrugs.

                               GEORGE
                    Fine, be my guest!  Book him.
          
                                                              CUT TO:
                                                    
          EXT. SUNSET BLVD - DAY

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

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

          George is flabbergasted.

          EXT. SUNSET BLVD, PHONEBOOTH - DAY

          George is shouting into a payphone.

                               GEORGE
                    Gene, you misunderstood!!  You're
                    not getting BOTH of them!
                         (upset)
                    It's physically impossible!
          
                               BOOKER (O.S.)
                    Why's that?  You said over and over
                    and over, Tony Clifton is not Andy
                    Kaufman --
          
                               GEORGE
                    Yeah, I KNOW what I said!  But --
                    trust me, it's not gonna happen!
          
                               BOOKER (O.S.)
                    Sure it is.  Tony called me himself.
                    He yelled at me, insisting that his
                    dressing room be bigger than Andy's.
                    They're both going on tonight,
                    believe me!
          
          George is stupefied.  He looks at his watch.

                                                              CUT TO:
                                                    
          EXT. LAKE TAHOE - DUSK

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

          INT. HARRAH'S SHOWROOM - NIGHT

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

                               PUSHY MAN
                    You're not listenin'!  It's a VERY
                    simple concept.
          
                               WIFE OF PUSHY MAN
                    You're making no sense.  How can
                    they be the same person --?
          
                               PUSHY MAN
                    Trust me!  You'll never see them on
                    stage at the same time!

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

          Thunderous APPLAUSE.  Tony beams.  The music stops.

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

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

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

          Waiters are serving coffee.

          Tony spins back around, livid.

                               TONY CLIFTON (cont'd)
                    THAT APPLIES TO YOU, TOO,
                    PENGUINS!!!
          
          People signal "shh"!  The waiters realize Tony's addressing
          them, and they stare back in disbelief!  This is their job!

                               TONY CLIFTON (cont'd)
                    Yeah!  Yeah!  YOU!  I'm talkin' to
                    YOU!!  And you better freeze, or
                    I'll get your asses fired!!!
          
          Tony's outburst is so commanding that they all freeze.  The
          waiters stand there like statues, staring in terror.

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

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

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

                               PUSHY MAN
                    He's never gonna start!  Kaufman
                    thinks this is funny!
                         (beat)
                    We've paid forty bucks for a show
                    that's never gonna start!
          
          George grins stupidly.  The silence is now deafening.
          Slowly, very slowly, Tony raises his arms.  Slowly... the
          musicians get their instruments ready.  Tony stands there,
          and stands, and stands, waiting for something... anything...
          to disturb the silence.  In vain.  Somebody COUGHS.  The
          whole scene repeats itself.

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

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

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

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

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

          George's jaw drops.

                               WIFE OF PUSHY MAN
                    You see!  I told you!  They're not
                    the same person!
          
          The whole audience BURSTS INTO APPLAUSE.  Life is back to
          normal.  Andy bows shyly and takes his place in front of a
          prepared row of congas.  He starts to play.

          Tony Clifton grabs the microphone.

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

          He starts to BELT "I Gotta Be Me".

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

                               TONY CLIFTON (cont'd)
                    "Whether I'm right
                     Or whether I'm wrong
                     Whether I find a place in this
                    world
                     Or never belong!
                     I gotta be me!  I gotta be me!
                     What else can I be, but what I am?"
          
          Tony's singing is awful.  Andy happily accompanies on
          congas.  The audience doesn't know what to think.

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

                               TONY CLIFTON (cont'd)
                    Let's bring it on home --
                         (he hits his
                         screeching CLIMAX)
                    "I GOTTA BE MEEEEEE!"
          
          The BAND ends with a brassy punch.  The crowd responds with
          LOUD BOOING.

                                                              CUT TO:
                                                    
          INT. HARRAH'S, BACKSTAGE - LATER THAT NIGHT

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

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

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

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

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

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

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

                               GEORGE
                    You're so proud.  You're like some
                    retarded kid comin' home from
                    school: "Look, Dad, I got an F!"
          
                               ANDY
                    But wasn't it funny?
          
                               GEORGE
                    "Funny"?  I dunno.  But
                    "intriguing"... "mindboggling"...
                    perhaps "headache-inducing"... sure.
                         (softening)
                    Like, that moment, when you both
                    came onstage...
          
          Andy excitedly jumps up and down.

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

                               GEORGE
                    So you've got this big elaborate
                    joke, which is really only funny to
                    two people in the universe.
                         (dry)
                    You... and you.
          
                               ZMUDA
                    Sure!  But WE think it's kickass!
                    Now I get to be Tony.  I get to dump
                    the glass of water on someone else's
                    head!
          
                               GEORGE
                         (he turns serious)
                    But what's the POINT?  How will any
                    of this make you the biggest star in
                    the world?
          
          Hmm.  Andy contemplates this.

                               ANDY
                    George... I'm at a stage where the
                    audience expects me to constantly
                    shock them.  But short of faking my
                    death, or setting the theater on
                    fire, I don't know what else to do.
                         (thoughtful)
                    'Cause I've always got to be one
                    step ahead of them.
          
                               GEORGE
                    But I feel you're extending this
                    philosophy to real life.  It's
                    obsessive.  Nothing's ever on the
                    level anymore.
          
          A perplexed beat.

                               ANDY
                    George, it never was.
                         (pause)
                    Didn't you know that?
          
                                                              CUT TO:
                                                    
          INT. ANDY'S APARTMENT - NIGHT

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

          ANDY is sifting through them.  Zmuda watches, worried.

                               ANDY
                    Look at this!  An evil Russian!
                    Ooo, here's an evil Nazi -- he likes
                    to fight dirty!  Hey, here's an evil
                    Japanese guy!
          
                               ZMUDA
                    What is this, World War Two...?
          
                               ANDY
                    You know, I always wanted to be a
                    bad-guy wrestler...
          
                               ZMUDA
                    No offense, pal, but I just don't
                    think you're built for it.  These he-
                    men'll kick your ass!!  They're
                    huge!
          
          Andy's face drops.  He realizes Zmuda's right.

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

                               ANDY
                    Maybe I'll pick on someone smaller
                    than me...!
          
          INT. MERV GRIFFIN SHOW - DAY

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

                               ANDY
                    ... And I vow to continue wrestling
                    until I am BEA TEN, in a three-
                    minute match, with my shoulders
                    pinned to the mat!!
          
                               MERV
                         (nonplussed)
                    By a woman.
          
                               ANDY
                    Yes!  BY A WOMAN!
                         (emphatic)
                    I'm doing this because I feel that a
                    woman cannot beat a man in
                    wrestling.  Even if they train with
                    weights... it requires a certain
                    mental ability --
                         (a clumsy pause)
                    And, uh -- I just don't feel they
                    have that...
          
          The audience MURMURS uncomfortably.  Andy laughs and
          backpedals.

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

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

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

                               MERV
                    Any... volunteers...?
          
          WIDE

          All the WOMEN'S hands angrily shoot up!

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

                               LYNNE
                    I wanna kill that jerk.
          
                                                              CUT TO:
                                                    
          INT. MERV GRIFFIN SHOW - MINUTES LATER

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

                               ZMUDA (AS REFEREE)
                    Will you please shake hands, go to
                    your corners, and come out
                    wrestling.
          
          Lynne extends her hand.  Andy fakes a shake -- then snidely
          refuses and struts away.  The crowd HISSES.

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

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

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

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

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

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

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

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

          INT. MERV GRIFFIN SHOW, BACKSTAGE - LATER THAT DAY

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

                               GUEST COORDINATOR
                    Here's your complimentary photo with
                    Merv.  Here's your Turtle Wax --
          
                               LYNNE
                    I don't need Turtle Wax.
          
                               GUEST COORDINATOR
                    Every guest of Merv gets it.  And
                    here's your dinner-for-two voucher
                    at Red Lobster.
          
          Lynne takes her junk and hobbles off.  She passes Andy, who
          sees her and grins.

                               ANDY
                    Gosh, you scored!  Look at all those
                    goodies!
          
                               LYNNE
                    Buzz off.  Go patronize somebody
                    else.
          
          Lynne coldly hurries away.  Andy chases after her.

                               ANDY
                    Hey, I hope you didn't take that
                    stuff I said seriously.  It was just
                    part of the show!
                         (eager to impress)
                    It's like the old days, when a
                    carnival barker would try to rile up
                    the crowd.
          
                               LYNNE
                    Oh.  So you were just pretending to
                    be an asshole.
          
          Andy nods, pleased.

                               ANDY
                    It's what I'm good at!
          
          Lynne stares -- then begrudgingly cracks a smile.

                                                              CUT TO:
                                                    
          INT. GOLD'S GYM - DAY

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

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

          
                               ANDY
                    That means it was a success.  I woke
                    up the audience -- like punk rock!
                         (he hands him a
                         BARBELL)
                    Here, take this.
          
                               GEORGE
                    No, I'm not gonna take it.  If I
                    take it I'll break my back.
          
          He crosses his arms.  Andy frowns and lowers the weight.

                               GEORGE (cont'd)
                    Buddyboy, they detest you!  Next
                    time you make an appearance, women
                    are gonna picket.
          
                               ANDY
                    They're having a laugh...
          
                               GEORGE
                    WRONG!  You haven't given them any
                    clues that it's a parody!
          
                               ANDY
                    That's because they've only seen it
                    once.  But I'll do it again, and
                    again, and AGAIN...
                         (a maniacal grin)
                    They'll catch on!
          
                                                              CUT TO:
                                                    
          INT. WRESTLING RING

          MONTAGE OF WRESTLING MATCHES:

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

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

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

                               ANDY
                    I am the Intergender Wrestling
                    Champion of the World!!!
          
          The crowd BOOS in disgust.

                                                              CUT TO:
                                                    
          INT. MOVIE THEATER - DAY

          ANDY is at the box office, buying tickets.

                               ANDY
                    Two, please.
          
          Two tickets jump out of the machine.
       
          EXT. MOVIE THEATER - DAY

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

                               ANDY
                    Hi...
          
                               LYNNE
                    Hi... am I late?
          
                               ANDY
                    No, I'm sure we'll be fine.
          
          Andy gives Lynne her ticket.  They enter the theater.

          INT. MOVIE THEATER - DAY

          Andy hurries up to the candy counter.

                               ANDY
                    Popcorn?
          
                               LYNNE
                    No thanks.
          
                               ANDY
                    I really want one.
                         (at the counter)
                    One large tub of popcorn, please,
                    extra butter.
          
          The CANDY GIRL makes Andy his popcorn.  He pays... then
          heads to the exit.

                               ANDY (cont'd)
                    Okay.  Let's go.
          
          Lynne is baffled.

                               LYNNE
                    Andy, the theater's that way!
          
                               ANDY
                    Hey, I love movie theater popcorn...
                    but that doesn't mean I have to sit
                    through "On Golden Pond."
          
          Lynne stands in place.  Andy smiles.

                               ANDY (cont'd)
                    C'mon.  We'll go for a walk.
          
                               LYNNE
                         (beat; then she
                         laughs)
                    Fine.
          
          She throws down her ticket and runs after him.

          EXT. MOVIE THEATER, STREET - DAY

          They leave the theater and walk down the sidewalk.

                               LYNNE
                    Why did you call me?  The last
                    person I ever expected to get a call
                    from was you.
          
                               ANDY
                    Gosh.  Gee, Lynne... I was just so
                    impressed with your wrestling moves.
          EXT. MOVIE THEATER - DAY

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

                               ANDY
                    Hi...
          
                               LYNNE
                    Hi... am I late?
          
                               ANDY
                    No, I'm sure we'll be fine.
          
          Andy gives Lynne her ticket.  They enter the theater.

          INT. MOVIE THEATER - DAY

          Andy hurries up to the candy counter.

                               ANDY
                    Popcorn?
          
                               LYNNE
                    No thanks.
          
                               ANDY
                    I really want one.
                         (at the counter)
                    One large tub of popcorn, please,
                    extra butter.
          
          The CANDY GIRL makes Andy his popcorn.  He pays... then
          heads to the exit.

                               ANDY (cont'd)
                    Okay.  Let's go.
          
          Lynne is baffled.

                               LYNNE
                    Andy, the theater's that way!
          
                               ANDY
                    Hey, I love movie theater popcorn...
                    but that doesn't mean I have to sit
                    through "On Golden Pond."
          
          Lynne stands in place.  Andy smiles.

                               ANDY (cont'd)
                    C'mon.  We'll go for a walk.
          
                               LYNNE
                         (beat; then she
                         laughs)
                    Fine.
          
          She throws down her ticket and runs after him.

          EXT. MOVIE THEATER, STREET - DAY

          They leave the theater and walk down the sidewalk.

                               LYNNE
                    Why did you call me?  The last
                    person I ever expected to get a call
                    from was you.
          
                               ANDY
                    Gosh.  Gee, Lynne... I was just so
                    impressed with your wrestling moves.

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

                               ANDY
                    Oh!  Uh, I hope I didn't offend you.
          
                               LYNNE
                    I'm here, ain't I?
          
          A charged moment.  Andy's eyes widen.  His speech gets
          faster.

                               ANDY
                    Do you wanna to go to Memphis and
                    get married?
          
                               LYNNE
                         (incredulous)
                    Do I wanna go to Memphis and get
                    married?
          
                               ANDY
                    Yes.
          
          Beat.

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

                               LYNNE
                    And all this will be for real?
          
                               ANDY
                         (a soft smile)
                    If you want...
          
                                                              CUT TO:
                                                    
          INT. MID-SOUTH COLISEUM, MEMPHIS - NIGHT

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

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

                               ANDY
                         (screaming)
                    SHUT UP!
                         (more BOOS)
                    SHUT UP!  Show some respect!  I want
                    SILENCE when I speak!
          
          People BOOO louder and throw debris.  Andy is pleased.

                               ANDY (cont'd)
                    If any woman can defeat me, I will
                    pay her 1000 dollars!  Then I'll
                    shave my head bald!  And then as a
                    bonus -- that lucky lady will get to
                    marry me!!
          
          Screeching JEERS and CATCALLS.  Down front... Lynne jumps
          up.

                               LYNNE
                    Look here, Andy Kaufman!  I'll take
                    you on -- SISSY!
          
          The mob LAUGHS harshly.

                               ANDY
                    Ooo, the little lady's upset.  Well
                    I say -- get back in the kitchen!
          
                               LYNNE
                         ("outraged")
                    No!  YOU get in the kitchen.  I'm
                    gonna make you dry my dishes!
          
          The crowd APPLAUDS.  Lynne grins and starts to climb in the
          ring.  Andy's eyes are ablaze.  But suddenly -- an oversized
          Southern MAN jumps in and snatches the mike away.

                               MAN
                    STOP IT!  This woman's a FAKE!
                    She's nothing but Kaufman's
                    girlfriend!
          
          Andy and Lynne are startled.

                               ANDY
                    T-that's not true --
          
                               MAN
                    It's a set-up!  And I won't allow
                    our great sport to be degraded by a
                    fix!!
          
          The crowd angrily starts to HISS.  Lynne whispers to Andy.

                               LYNNE
                    Andy... who is that...?
          
                               LAWLER
                    I'm Jerry Lawler, the KING of
                    Memphis wrestling!!
                         (this gets HUGE
                         CHEERS)
                    So if Kaufman wants to tangle, I've
                    brought a real wrestler!  She's
                    trained and she's READY!!  Kaufman,
                    do you think you can handle... FOXY
                    JACKSON???!!!
          
          At that, a striking, muscular black woman stands -- FOXY.

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

                                                              CUT TO:
                                                    
          INT. MID-SOUTH COLISEUM - LATER THAT NIGHT

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

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

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

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

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

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

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

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

                               LAWLER
                    Alright, you won.  GET OFF HER!
          
          Andy remains, flapping his arms like a chicken.

          THE BOOING grows.  Louder.  More emotional.

                               ANGRY VOICES
                    Jerry, help her!  Get in there!  Do
                    something!
          
          Lawler hesitates -- then suddenly climbs in the ring and
          lifts Andy off!  Lawler angrily PUSHES Andy down.

          Andy is flabbergasted.

                               ANDY
                    W-what are you DOING?  I don't fight
                    men!
          
          Lawler snickers and walks away.  Completely overreacting,
          Andy grabs the mike.

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

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

          Andy watches, fuming.  He is INFURIATED.

                               ANDY
                    He -- can't get away with this.
                         (to Lawler)
                    YOU!  You think I'm CHICKEN?!
          
          Andy grabs back the mike.  He sticks his face in shocked
          Lawler's.

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

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

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

                               LYNNE
                    Is this an act -- or are you
                    addicted to causing trouble??
          
                               ANDY
                         (he jokingly
                         impersonates a
                         drunk)
                    I can shtop whenever I want...
          
          She's unamused.

                               LYNNE
                    Then stop treating me like a fucking
                    prop.
          
                               ANDY
                         (he drops the act)
                    I-I'm sorry.  I got caught up in the
                    action...!
          
          She shoots him a stern look.

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

                                                              CUT TO:
                                                    
          INT. SHAPIRO/WEST - DAY

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

                               GEORGE
                    Andy, do you realize you don't do
                    comedy anymore?  Where's that sweet
                    guy who used to do
                         (he SINGS Mighty
                         Mouse)
                    "Here I come to save the day!"?
                         (long beat)
                    Please, enough with the wrestling!
                    You've lost touch with reality!
          
                               ANDY
                         (ingenuous)
                    What, you don't think I can beat
                    him?
          
                               GEORGE
                    He is the Southern Heavyweight
                    Champion.  He'll kill you.
                         (very disapproving)
                    First, you piss-off women.  Then you
                    piss-off the South.  Then you get
                    killed!
                         (dry)
                    And I did the bookings.
          
          Andy shrugs, lacking a response.  He eats more cake.

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

                               ANDY
                    You said -- live?
          
          INT. FRIDAYS SET, BACKSTAGE - DAY

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

                               ANDY
                    I'm not comfortable with the last
                    sketch.  I DON'T do drug humor!
          
                               JACK BURNS
                    Andy, it'll be fine!  It's what
                    we're known for!
                         (playing "stoned")
                    "Maui?  "Wowie!"
          
                               ANDY
                         (losing his temper)
                    You're not listening to me --
          
                               JACK BURNS
                    Don't worry!  The kids will love it
                    --
          
                               ANDY
                         (he BLOWS up)
                    But I don't do drugs!  And I don't
                    enjoy making light of them!
                         (YELLING)
                    I was promised creative control!
          
          Andy storms off.  Eavesdropping cast shake their heads.

                               ACTOR
                    What a prick!
          
          INT. FRIDAYS SET, CONTROL BOOTH - DAY

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

          INT. KAUFMAN HOUSE, FAMILY ROOM - NIGHT

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

                               STANLEY
                    It's on!  JANICE, IT'S ON!
          
          Janice rushes in, still holding some dishes.

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

          INT. FRIDAYS SET - NIGHT

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

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

                                                              CUT TO:
                                                    
          INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

                               JANICE
                    I saw Michael!
          
                               STANLEY
                    Where?
          
                               JANICE
                         (points to the set)
                    There!
          
                                                              CUT TO:
                                                    
          INT. FRIDAYS SET - NIGHT

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

                               MICHAEL
                    Afterwards, I'll take you backstage.
                    You can meet my brother.
          
          The girl smiles excitedly.

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

                               MARY
                    "Gee, restaurants are amazing,
                    aren't they?  All these strangers
                    sitting around... stuffing dead
                    animals in their faces!  It's just
                    incredible!"
          
          She GIGGLES more.  The other three play baffled.

                               MELANIE
                    "If you say so."
          
                               ACTOR
                    "Excuse me, I'll be right back."
          
          Andy stands and walks out.

                                                             CUT TO:
                                                    
          INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

                               JANICE
                    Hmph!  They sure didn't give Andy
                    much to do.
          
                               STANLEY
                    He said he's coming back!
          
                                                              CUT TO:
                                                    
          INT. FRIDAYS SET - NIGHT

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

          The audience WHOOPS:  "Yeah!  All right!"

          Andy awkwardly sits.  He has a strange hesitancy.

                               ANDY
                    "Gee, that bathroom is so colorf--"
          
          Suddenly he STOPS.  The actors glance up.

          Andy purses his lips, fretting.  An endless pause.

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

                               MELANIE
                    You okay, honey?  Something wrong,
                    Carl?
          
                               ANDY
                    I can't, um...
          
          Andy shakes his head.

          The crowd laughs nervously.

                               ANDY (cont'd)
                    I can't play stoned.
          
          INT. FRIDAYS SET, CONTROL BOOTH - NIGHT

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

                               TECH DIRECTOR
                    Shit...!  What's he doing??
          
          But Maynard raises a calm hand.

                               MAYNARD
                    It's okay.  Stay with it.
          
          INT. FRIDAYS SET - NIGHT

          Silence.  Andy is torn up inside.

                               RICHARDS
                         (whispering to Andy)
                    Just read the cue cards!
          
                               ANDY
                         (he shakes his head)
                    I can't play stoned.  I feel really
                    stupid.
          
          More silence.  The actors are trapped and upset.

                               MELANIE
                    You feel stupid?  What about us?!
          
          The tension is awful.

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

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

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

          The crowd CHEERS stupidly.

                               ANDY
                    You didn't have to do that!
          
          Andy gets enraged, grabs his prop water glass and THROWS it
          in Richard's face.

                               RICHARDS
                    Hey!  CUT IT OUT!
          
                               MELANIE
                    You JERK!
          
          Melanie slaps her prop butter in Andy's hair.

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

                               JACK BURNS
                    Go to commercial, man!
                         (he turns to Andy)
                    Get off the stage!
          
                               ANDY
                    I said I didn't want to do the
                    sketch.
          
                               JACK BURNS
                         (he JABS him)
                    GET OFF!
          
                               ANDY
                    DON'T TOUCH ME!
          
          Andy HITS Jack.  Jack recoils and SLUGS him.  They start
          FIGHTING.

          BURLY CREWMEN run in.  The crowd WHOOOOOS.

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

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

          INT. FRIDAYS SET, CONTROL BOOTH - NIGHT

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

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

                                                              CUT TO:
                                                    
          INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

          Stanley and Janice are flabbergasted.  Jaws wide.

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

          They stare at the TV.  Until --

                               STANLEY
                    I shoulda made him play outdoors.
          
          INT. FRIDAYS SET - NIGHT

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

                               FLOOR DIRECTOR
                    We've gone to commercial!  I said,
                    WE'VE GONE TO COMMERCIAL!!
          
          Andy turns.  He notices the red lights are off -- and...
          instantly stops fighting.  Just like that.  Jack instantly
          stops too.  They glance at each other -- hold a beat -- then
          break into GUFFAWS.  They laugh and joyously kid each other.

          In the audience, Michael is STUNNED.

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

                               MELANIE (cont'd)
                    He's a fuckin' psycho!
          
                               MARY
                    Why didn't someone tell us???
          
          Suddenly Maynard runs out of the booth, beaming.  People
          watch curiously.

          Andy seems discombobulated.  Maynard shouts out to EVERYBODY
          assembled.

                               MAYNARD
                    Excuse me!... I have an announcement
                    to make!  You've all just
                    participated in a "happening."  To
                    make it real, some of you knew, and
                    some of you didn't.
          
          The audience LAUGHS and APPLAUDS wildly.  The actors stare
          in disbelief.  One laughs hysterically.  Most are pissed.

                               MAYNARD (cont'd)
                    But we don't want to upset the folks
                    at home.  So now Andy is now going
                    to apologize and explain that it was
                    all a prank.  Right, Andy?
          
                               ANDY
                         (very quiet)
                    Right...
          
                               MAYNARD
                    Okay, great!  So let's reset!
          
          Crew members start moving things around.
          
          In the audience, Michael locks eyes with Andy.  An odd,
          knowing moment between the brothers.  Michael whispers,
          getting worried.

                               MICHAEL
                    Andy...!
          
                                                              CUT TO:
                                                    
          INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

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

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

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

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

                               ANDY
                    And... um...
                         (choking up)
                    I can't do this.
                         (beat)
                    I-I can't say it.
                         (upset)
                    It's a lie!  A cover-up!
          
          Maynard is suddenly very confused.  The crowd laughs
          nervously.

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

          Maynard looks like he's gonna faint.

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

          Maynard jumps up, furious.  He snaps.

                               MAYNARD
                    I'm gonna STRANGLE George Shapiro!
          
          INT. KAUFMAN HOUSE, FAMILY ROOM - SAME TIME

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

                               JANICE
                    What's in Memphis?
          
                               STANLEY
                    Who knows?!  That kid is totally
                    meshuga.
          
                                                              CUT TO:
                                                    
          INT. MID-SOUTH COLISEUM, MEMPHIS - NIGHT

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

                               ANNOUNCER
                    And now!  The MAIN EVENT of the
                    evening!  The match you've been
                    waiting for: The King Jerry Lawler,
                    versus Hollywood Andy Kaufman!
          
          The THEME FROM "ROCKY" PLAYS -- and Lawler enters from the
          tunnel, wearing a shimmering hero's cape!  The crowd ROARS
          with approval.

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

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

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

          INT. MID-SOUTH COLISEUM - NIGHT

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

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

          Andy prances into the ring.  He takes the mike.

                               ANDY
                    Before we begin this event, I just
                    wanna say a few things to you foul
                    people.
                         (beat)
                    This city is filthy!  You
                    Southerners live like pigs!  So I'm
                    going to teach you some lessons in
                    hygiene... bring you out of your
                    squalor.
          
          Holy cow.  The crowd is flabbergasted.  Women in K-mart
          dresses gape.  Ruddy men in trucker caps glare.

                               ANDY (cont'd)
                    Are you listening?
                         (audience BOOS)
                    OKAY!!!
          
          Lynne snickers.  But Stanley and Janice are ashen-faced.

                               JANICE
                    Why is he saying these things?!
          
                               STANLEY
                    They're gonna lynch him!
          
                               ZMUDA
                         (he shakes his head)
                    Nah.  He's just engaging a passive
                    audience.
          
          Andy reaches in his pocket and removes... a bar of SOAP.

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

          Stanley's eyes bulge.

          The crowd is enraged -- rumblings of imminent violence.

          Andy smiles helpfully.

                               ANDY (cont'd)
                    And now, for your next lesson: This
                    -- is toilet paper.
          
          Andy holds up a ROLL OF TISSUE.

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

                               LAWLER
                    Kaufman, we've had enough!!  Let's
                    you and me do what we came here for
                    -- WRESTLING!
          
          INT. MID-SOUTH COLISEUM - SECONDS LATER

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

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

                               ANNOUNCER (V.O.)
                    And Kaufman's left the ring!
                    Lawler's waiting for him to return.
          
                               LYNNE
                         (to Zmuda)
                    Is this a strategy?
          
          Lawler disparagingly frowns.  The REF checks his watch.
          Andy crosses to the opposite end of the ring, gauging his
          rival... then slowly climbs in --

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

                               ANNOUNCER (V.O.)
                    And Kaufman's left the ring again!
                    He doesn't seem interested in
                    actually making contact with his
                    opponent.
          
          Andy struts around the floor, pointing to his brain.  He
          smirks at various spectators... until he finds himself face-
          to-face with -- his parents.

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

                               JANICE
                    Andy, please.  Let's go home!
          
          Cameras FLASH.  The paparazzi love these moments.

                               ANDY
                    Don't worry, Mom.  I'll make you
                    proud...!
          
          Beat -- then Andy gets HIT in the head with a cup.

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

                               LAWLER
                    Hey!  Did you come down here to
                    wrestle, or to act like an ass?
          
          Andy paces around, unsure of his next move.

                               LAWLER (cont'd)
                    Look... if you get in here, I'll
                    give you a free headlock.
          
          Lawler leans down and offers his neck.

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

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

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

                               ANNOUNCER (V.O.)
                    It's a side suplex!!
          
          Andy lies on the mat, unmoving.  Lawler doesn't care.  He
          picks up Andy's prone body and grips it upside-down.  Janice
          covers her eyes.  Stanley is worried.

                               REFEREE
                         (frantically
                         gesturing)
                    NO!  NO!
          
          Lawler disregards the Ref and slams Andy's head in a pile-
          driver!!

          A horrible THUD.

          DING!  The BELL immediately RINGS.

          JANICE opens her eyes and SCREAMS.

                               JANICE
                    JESUS CHRIST!!!!!
          
                               STANLEY
                    Why isn't he MOVING??
          
          Andy's parents' reaction is a fiesta for photographers.

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

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

          Lynne runs to the ropes, SCREAMING for help.

                               LYNNE
                    ANDY!!!
                         (frantic)
                    Somebody get a DOCTOR!
          
                               ZMUDA
                         (yelling)
                    WE NEED A STRETCHER!!
          
          Stanley, totally numbed, holds Janice.  They're on the verge
          of collapsing.  Tons of commotion.  Cameras FLASH
          BLINDINGLY.  A stretcher is lifted into the ring.  Andy is
          loaded on.  MUSIC fights the deafening NOISE.

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

          INT. MID-SOUTH COLISEUM, CORRIDOR - NIGHT

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

          INT. MID-SOUTH COLISEUM, DRESSING ROOM - NIGHT

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

                               JANICE
                    Andy!!  Are you okay?!?
          
          Andy opens his eyes.

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

                               STANLEY
                    B-but... we saw... your neck...
          
                               ANDY
                    Nah, it's phony baloney -- I faked
                    the whole thing.
                         (beat)
                    It didn't hurt at all.  It was just
                    a yoga move.  I tucked my head in.
          
          Deadpan, Andy sits up.

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

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

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

          Lynne runs to the ropes, SCREAMING for help.

                               LYNNE
                    ANDY!!!
                         (frantic)
                    Somebody get a DOCTOR!
          
                               ZMUDA
                         (yelling)
                    WE NEED A STRETCHER!!
          
          Stanley, totally numbed, holds Janice.  They're on the verge
          of collapsing.  Tons of commotion.  Cameras FLASH
          BLINDINGLY.  A stretcher is lifted into the ring.  Andy is
          loaded on.  MUSIC fights the deafening NOISE.

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

          INT. MID-SOUTH COLISEUM, CORRIDOR - NIGHT

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

          INT. MID-SOUTH COLISEUM, DRESSING ROOM - NIGHT

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

                               JANICE
                    Andy!!  Are you okay?!?
          
          Andy opens his eyes.

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

                               STANLEY
                    B-but... we saw... your neck...
          
                               ANDY
                    Nah, it's phony baloney -- I faked
                    the whole thing.
                         (beat)
                    It didn't hurt at all.  It was just
                    a yoga move.  I tucked my head in.
          
          Deadpan, Andy sits up.

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

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

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

                               JANICE
                    Andy, I love you!  I love you,
                    whatever you do...!
          
          She hugs Andy tightly.

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

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

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

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

          INT. DOCTOR'S OFFICE - DAY

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

                               OLD DOCTOR
                    I don't see any injury to your neck,
                    Mr. Kaufman.
          
                               ANDY
                    Are you sure?
          
                               OLD DOCTOR
                    Positive.
          
                               ANDY
                    But my neck hurts... and I have a
                    slight cough...
          
                               OLD DOCTOR
                    It's probably just a strained
                    muscle.
          
                               ANDY
                         (intent)
                    Doctor, I think I need a neck brace.
          
          The Doctor gives up.

                               OLD DOCTOR
                    If it makes you happy...
          
          MONTAGE OF NEWSPAPER PHOTOS:

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

          INT. ANDY'S APARTMENT - DAY

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

                               ZMUDA
                         (reading aloud)
                    "... has been rushed to a nearby
                    hospital, where doctors are checking
                    him for possible paralysis.  His
                    parents are at his bedside.  Fans
                    will best remember Kaufman as
                    lovable Latka on television's
                    Taxi"...
          
                               ANDY
                    It's a rave!  Boy, if I ever fake my
                    death, they'll really miss me.
          
                               ZMUDA
                    It's working for Elvis.
          
                               GEORGE
                         (sarcastic)
                    Yeah, he's just laying low, waitin'
                    for his comeback.
                         (he sees an article
                         and winces)
                    God, listen to this!  "It was
                    morally wrong to take advantage of
                    such an unstable individual..."
          
                               ZMUDA
                    Wow, you can't BUY this kind of
                    publicity!
          
          George rolls his eyes.

                               ANDY
                    George, let's not drop the ball on
                    this.  I've made some kind of cosmic
                    career move.
          
          Somebody KNOCKS outside.  Andy jumps up, puts on his neck
          brace, and transforms himself into a shuffling invalid.  A
          DELIVERY BOY drags in an enormous basket of flowers and
          goodies.  Andy takes the card.  It reads "Andy, we're all
          praying for you.  Your friends at Taxi."

          Andy chuckles.

          EXT. ROCKEFELLER CENTER - DAY

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

                               GEORGE
                    Thanks for seeing me on such short
                    notice.
                         (he takes a careful
                         beat)
                    I... I wanted to talk to you about
                    booking Andy on "Saturday Night
                    Live."
          
          Lorne Michaels squirms uncomfortably.  He chooses his words.

                               LORNE MICHAELS
                    George -- I don't know if Andy works
                    for our show anymore.  That
                    wrestling stuff... is such a
                    turnoff.
          
                               GEORGE
                    We agree completely.
                         (tactfully begging)
                    Andy has to reconnect with his core
                    audience.  So I got him on Letterman
                    tonight.  He's gonna apologize to
                    Jerry Lawler, then repent for all
                    his bad guy shenanigans.
          
          Lorne Michaels mulls this over.

                               LORNE MICHAELS
                    That's smart.
          
                               GEORGE
                    He's very sincere.
                         (quietly emphatic)
                    And he needs your show...
          
          Beat.  Lorne Michaels nods.

                               LORNE MICHAELS
                    Okay.  It'd be good to have the old
                    Andy back.
          
                                                              CUT TO:
                                                    
          INT. DAVID LETTERMAN SHOW - NIGHT

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

          Andy speaks timidly, seeming a bit dazed and regretful.

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

                               LETTERMAN
                    You said some pretty inflammatory
                    things.
          
                               LAWLER
                    He thinks everything's a joke -- but
                    it's not.
                         (to Andy)
                    Did you laugh when you were layin'
                    in the hospital??
          
          The crowd WHOOOOS.

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

                               ANDY
                    T-there wasn't a reason to purposely
                    hurt me --
          
                               LAWLER
                    You're a wimp.
          
                               ANDY
                         (upset)
                    My father said I should've gotten a
                    lawyer --!
          
                               LAWLER
                    Then your father's a wimp.
          
                               ANDY
                         (losing it)
                    And you're just poor white trash!
          
          Lawler's had enough.  Enraged, he wildly stands and SLAPS
          Andy.

          BAM!

          Andy crashes over and falls from his chair.

          THUD.  He's on the floor.

          Dead silence.  Everyone is astonished.

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

          Andy jumps up, crazed.

                               ANDY (cont'd)
                    I'M SICK AND TIRED OF THIS SHIT!
          
          Lawler freezes in his seat.  Letterman hides behind his
          desk.

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

                               ANDY (cont'd)
                    YOU ARE FULL OF SHIT, Lawler!  I
                    WILL SUE YOUR ASS!  YOU'RE A FUCKING
                    ASSHOLE!
                         (he POUNDS the desk)
                    FUCK YOU!  FUCK YOU!  I WILL GET YOU
                    FOR THIS!!!
          
          Freaked, Andy leaps up and storms out.

                               LETTERMAN
                    You said some pretty inflammatory
                    things.
          
                               LAWLER
                    He thinks everything's a joke -- but
                    it's not.
                         (to Andy)
                    Did you laugh when you were layin'
                    in the hospital??
          
          The crowd WHOOOOS.

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

                               ANDY
                    T-there wasn't a reason to purposely
                    hurt me --
          
                               LAWLER
                    You're a wimp.
          
                               ANDY
                         (upset)
                    My father said I should've gotten a
                    lawyer --!
          
                               LAWLER
                    Then your father's a wimp.
          
                               ANDY
                         (losing it)
                    And you're just poor white trash!
          
          Lawler's had enough.  Enraged, he wildly stands and SLAPS
          Andy.

          BAM!

          Andy crashes over and falls from his chair.

          THUD.  He's on the floor.

          Dead silence.  Everyone is astonished.

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

          Andy jumps up, crazed.

                               ANDY (cont'd)
                    I'M SICK AND TIRED OF THIS SHIT!
          
          Lawler freezes in his seat.  Letterman hides behind his
          desk.

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

                               ANDY (cont'd)
                    YOU ARE FULL OF SHIT, Lawler!  I
                    WILL SUE YOUR ASS!  YOU'RE A FUCKING
                    ASSHOLE!
                         (he POUNDS the desk)
                    FUCK YOU!  FUCK YOU!  I WILL GET YOU
                    FOR THIS!!!
          
          Freaked, Andy leaps up and storms out.

          The crowd CHEERS rowdily.

          An unsure moment.  Dave glances at Lawler.

          Until, Andy stumbles back in.  He tries to calm himself.

                               ANDY (cont'd)
                    I am sorry.  I am sorry to use those
                    words on television.  I apologize!
                    I'm sorry!
                         (demented)
                    But YOU -- you're a MOTHERFUCKING
                    ASSHOLE!!!!
          
          Andy slams Dave's desk.  Dave jerks nervously.

          Crazed, Andy looks down at Dave's coffee cup.  Uh-oh.
          Suddenly, Andy grabs the coffee and DUMPS it on Lawler!

          Lawler jumps, burned.  A SECURITY GUARD runs in.

          Andy screams and hurtles away.  He slams open the stage door
          and barrels out of sight.

                                                            INTERCUT:
                                                  
          INT. LORNE MICHAELS' HOUSE - SAME TIME

          Lorne Michaels is watching this at home.  He gapes in
          disbelief.

                               LORNE MICHAELS
                    Jesus Christ.
          
                                                              CUT TO:
                                                    
          INT. SATURDAY NIGHT LIVE - ONE WEEK LATER

          A SMUG COMIC stands on stage, speaking into camera.  The
          show's going out live.

                               SMUG COMIC
                    Hi.  Um, we were supposed to have
                    Andy Kaufman on our show this week -
                    - but now our producers aren't sure
                    if it's such a good idea.
                         (beat)
                    Some of us at Saturday Night Live
                    think Kaufman's a comic genius.  But
                    others disagree... they say he's
                    just not funny anymore.
                         (beat)
                    So we're putting the decision up to
                    you.  Please call up and vote.  To
                    keep Andy, call 1-900-244-7618.  To
                    DUMP him, call...   

          INT. SHAPIRO/WEST - DAY

          Tight on Andy, staring at the LA Times.  A small headline
          says "JOKESTER ANDY KAUFMAN VOTED OFF 'SATURDAY NIGHT LIVE'"

          He is bothered.

                               ANDY
                    This is bad... I only got 28
                    percent!  I'm like McGovern in
                    '72...
          
          George sighs.

                               GEORGE
                    And this wasn't "Merv."  This was
                    the hippest audience on television.
                         (grim)
                    They've turned on you.
          
          At that... we reveal that SOMEONE ELSE is sitting next to
          Andy.  But only the back of his head is visible.

                               GEORGE (cont'd)
                    It's like you two guys wanted to
                    destroy Andy's career!  Upsetting
                    all those people... putting out that
                    toxic venom...
                         (helpless)
                    What did you THINK would happen?!
          
                               ANDY
                         (guilty)
                    We were just trying to push the
                    envelope --
          
                               GEORGE
                    You're BLIND!  There is no envelope
                    anymore!!
                         (beat)
                    It hurts me to say this... but
                    there's only one solution --
                         (pained)
                    I don't want you two to ever work
                    together again.
          
          We WIDEN...

          And the other person is JERRY LAWLER.  He feels bad.

                               JERRY LAWLER
                    I'm sorry.  We thought it was
                    funny...
          
                               ANDY
                    Jer', it's not your fault.  You were
                    terrific.
                         (sad)
                    But maybe George is right...
          
                               JERRY LAWLER
                    That's fine.  But I wouldn't have
                    traded it for anything...
                         (poignant)
                    Because for one brief, shining
                    moment... the world thought that
                    wrestling was real.
          Andy gulps emotionally.

                               ANDY
                    We'll stay in touch.  Next time I'm
                    in Memphis, I'll stop by the house,
                    and Noreen can make me her double
                    chocolate cake.
          
                               JERRY LAWLER
                    Alright, buddy...
                         (choked up)
                    Stay good.
          
          Andy and Jerry hug.

          A touching beat... until Andy gets a Quixotic gleam.

                               ANDY
                    Maybe I can turn it into a bit.  I
                    can go back on the show, and say it
                    was rigged.  Demand a recount...
          
                               GEORGE
                    Andy!  You don't get it!
                         (somber)
                    They don't want you back.
          
          Andy's face drops.

          INT. MEDITATION INSTITUTE UNIVERSITY, CORRIDOR - DAY

          The Yogi slowly walks down the corridor, deep in thought.  A
          few DISCIPLES IN TURBANS mill around.

          INT. MEDITATION INSTITUTE UNIVERSITY, CLASSROOM - DAY

          NINE STUDENTS, sitting in the Lotus position, are listening
          to a teacher.  The teacher is Andy.

                               ANDY
                    Open your eyes... close your eyes...
                    open your eyes... close your eyes...
                    open your eyes... close your eyes...
          
          Andy is repeating this faster and faster; the students are
          blinking their eyes faster and faster.

          The door opens.  The Yogi sticks his head in.

                               YOGI
                    Excuse me, Andy...
          
                               ANDY
                    Yes, your Holiness?
          
          The Yogi signals Andy to step out of the room.

          INT. MEDITATION INSTITUTE UNIVERSITY, CORRIDOR - DAY

          Andy steps out.

                               YOGI
                    This is very difficult for me to
                    say... but -- perhaps it would be
                    best if you didn't attend the
                    retreat.

                               ANDY
                         (surprised)
                    Why??  I... I attend every year.
          
                               YOGI
                    Yes -- we do not doubt your devotion
                    to TM.  But we feel that perhaps...
                    you and the program have grown apart
                    philosophically.
          
          Andy is stunned.

                               ANDY
                    "Philosophically"?
          
                               YOGI
                         (he sighs)
                    The wrestling... the sexist
                    remarks... the foul language...
                    these things are not becoming of an
                    enlightened individual.
                         (beat)
                    It seems you have no respect for
                    anything.
          
          Andy is stupefied.  He doesn't know how to respond.

                               ANDY
                    Of course I do...
          
          The Yogi shakes his head.  Andy can't believe it.  He looks
          around -- men in turbans staring at him.

          Andy cracks.

                               ANDY
                    Please!  You've GOT to let me take
                    the classes!  It's how I keep myself
                    BALANCED!!
          
                               YOGI
                    It is apparently not working.
          
                               ANDY
                    So HELP ME!  All I wanna do is
                    MEDITATE!!
          
                               YOGI
                         (pained)
                    Andy, don't raise your voice.  We
                    don't wish your presence here.
          
          Andy is broken.

          He fights to bottle his rage -- then notices Little Wendy
          down the corridor, peering helplessly.  Beaten, Andy waves
          goodbye to her.

          Little Wendy gulps, then waves goodbye too.

                                                              CUT TO:
                                                    
          INT. ANDY'S APARTMENT - DAY

          Middle of the afternoon, Andy lies in bed.  Covers pulled up
          to his face, expression glum, he's like a tragic still-life.
          
          Suddenly DING-DONG!  It's the doorbell.

          Andy ignores this.  Beat.  Another DING-DONG!  Then
          KNOCKING.

                               ANDY
                    Go away.
          
                               LYNNE (O.S.)
                    It's me.
          
                               ANDY
                    Oh, it's open.
          
          The door opens.  Lynne enters, holding a carton of ice
          cream.

                               LYNNE
                    I brought you Haagen Dazs.
                    Chocolate.
          
                               ANDY
                         (mournful)
                    I don't deserve Haagen Daz.  I'm a
                    horrible person.
          
                               LYNNE
                    Andy, you're not horrible.  You're
                    just... complicated.
                    
                               ANDY
                    You don't know the real me.
          
                               LYNNE
                    Andy... there is no real you.
          
          TIGHT - ANDY

          An astonished silence.

          And then... he slowly smiles.

                               ANDY
                    You're probably right.
          
          They both giggle.

          Andy studies her... looking at Lynne's face, body, eyes.
          Pause.

                               ANDY
                    Do you wanna move in together?
          
          Lynne smiles slyly.  She leans down and kisses him.

                                                              CUT TO:
                                                    
          EXT. LAUREL CANYON HOUSE - DAY

          A moving van outside a funky 60's house.  MOVERS carry boxes
          in.

          INT. LAUREL CANYON HOUSE, LIVING ROOM - DAY

          Andy sits disoriented in the living room.  Movers bustle
          around him.  Mirrors get leaned against opposing walls --
          and he finds himself looking into multiple reflections of
          himself.

          In the b.g., Lynne arranges some vases, then hurries out.
          Andy opens a box and pulls out his old Howdy Doody doll.  He
          smiles, then places Howdy on the shelf next to the vases.

          Suddenly a phone on the floor RINGS.  He grins.

                               ANDY
                    Hey!  Our first phone call!
                         (he scrambles for
                         the phone)
                    Hello?
          
                               GEORGE (V.O.)
                    Andy... it's me.  I've got some
                    crummy news.
                         (long beat)
                    Taxi's been canceled.
          
          Silence.

          Andy has no response.

                               GEORGE (V.O.) (cont'd)
                    Do you want me to come over?  Talk
                    about it?
          
                               ANDY
                    Um... no.  Uh, I'm sorta busy right
                    now.  Thanks.  We'll get together
                    next week.
          
          Andy hangs up.  He just sits there... confused... unsure how
          to react.

          Andy scratches his head -- then feels something odd.  He
          goes over to the mirror.  On the back of his neck... is an
          inflamed red pimple.  Andy grimaces.

                               ANDY (cont'd)
                    Yuck!
          
          INT. LA IMPROV, SHOWROOM - LATE NIGHT

          Very late -- a clock says 1:15.  A YOUNG COMIC is onstage,
          performing to the DOZEN audience members left.

          In back walks... Andy.  Unshaven, morose, he quietly
          approaches paternal owner BUDD FRIEDMAN.  Budd sees him,
          grins, and gives him a hearty hug.  Andy points at the stage
          and asks for something -- Budd eagerly nods.

          INT. LA IMPROV, SHOWROOM - LATER THAT NIGHT

          Budd is onstage.

                               BUDD
                    And now we have a treat for you late-
                    night diehards.  The star of Taxi --
                    here in person, Andy Kaufman!
          
          The sparse crowd APPLAUDS.  Budd leaves, and Andy shuffles
          up.

                               ANDY
                    Actually, Budd, you're wrong.  I
                    found out today that Taxi's been
                    canceled.
          
          The crowd AWWWWS sadly.  Andy blinks.

                               ANDY (cont'd)
                    Yeah, that's how I felt too...
                    though I don't know why.  'Cause for
                    years, all I wanted to do was get
                    off that show.
                         (quiet, very
                         confessional)
                    But now that nobody will hire me,
                    and nobody thinks I'm funny... I
                    guess it was probably a pretty good
                    job.
          
          One guy LAUGHS sharply.

          Andy gives him a look -- thinks -- then continues.

                               ANDY (cont'd)
                    Not to mention that my wife has left
                    me.  And she took the kids.
                         (he sighs)
                    I don't know what I'm gonna do with
                    myself.  My options are sorta
                    limited...
                         (beat)
                    This morning, I noticed I've got a
                    cyst, or some kind of boil, on the
                    back of my neck.  It's really
                    disgusting.  Look.
          
          Andy turns.  The red lump is bigger, grosser.  The crowd
          GROANS, revolted.

                               ANDY (cont'd)
                    So I was thinking, since I'm sort of
                    a quasi-celebrity, that I could
                    charge people to touch it.
                         (candid)
                    Does anybody want to pay a buck to
                    touch my cyst?
          
          A couple stoners GIGGLE and CLAP.  Andy COUGHS, then frowns.

                               ANDY (cont'd)
                    I'm serious.
          
          A pause... then a few curious people walk up to the stage.
          The first taker is a GOOFY BLONDE WOMAN.  She starts to
          reach for the cyst -- when Andy stops her.

                               ANDY (cont'd)
                    No, no, you gotta pay first.
          
          She nods, discomforted, and reaches for her purse...

                                                              CUT TO:
                                                    
          INT. LA IMPROV, BAR - LATER THAT NIGHT

          A BUSBOY sweeps up.  Budd counts money in the cash register.
          Andy shuffles out of the showroom.  He waves some bills.

                               ANDY
                    I made six bucks.  That's good
                    money.
          
          Budd stares sadly.

                               BUDD
                    This is a comedy club -- not a
                    medical sideshow.
                         (trying to be kind)
                    If you wanna perform here, take a
                    shower, get some sleep, and pull
                    yourself together.  Come back and do
                    the material that people love: Do
                    the Mighty Mouse, the Foreign guy!
                    Andy, you gotta snap out of this
                    funk!  If you can -- I'll give you
                    the headline spot tomorrow.
          
          Andy thinks.  The wheels are spinning.

                                                              CUT TO:
                                                    
          EXT. MELROSE - DAY

          George is driving down Melrose, listening to the radio.  He
          glances at the passing marquee -- then does a doubletake.

          It says "ANDY KAUFMAN - 9 P.M."

          INT. LA IMPROV, LOBBY - THAT NIGHT

          Puzzled George hurries inside.  COMICS greet him: "Hey
          George!"  "George, you got a second?!"  George distractedly
          waves and moves through.  At the showroom door, he finds
          Budd.

                               GEORGE
                    Hey, what's going on here?
          
                               BUDD
                    George, you won't believe it... I
                    got Andy to do all the old material!
                         (grinning)
                    And he's killin' them!
          
          Inside, there's HUGE LAUGHTER.  George's eyes widen.
          Piqued, he goes in...

          INT. LA IMPROV, SHOWROOM - NIGHT

          And it's packed!  Andy is onstage, playing struggling,
          lovable Foreign Man.

                               ANDY (AS FOREIGN MAN)
                    ... but one ting I do not like is
                    too much traffic.  Tonight I had to
                    come on de freeway, and it was so
                    much traffic...
                         (giggling)
                    It took me an hour and a half to get
                    here!
          
          Foreign Man chuckles pathetically.

          The crowd HOWLS.  Andy's rockin'.

                               ANDY (AS FOREIGN MAN) (cont'd)
                    But talking about the terrible
                    things: My wife.  Take my --
          
                               INTERRUPTING JERK
                    "Take my wife, please take her."
          
                               ANDY (AS FOREIGN MAN)
                    T-take my wife, please take her...
          
          The rhythm is thrown.  A couple laughs.

          A flustered pause.  Andy glances down, then continues.

                               ANDY (AS FOREIGN MAN) (cont'd)
                    No really, I am only foolink.  I
                    love my wife very much.  But she
                    don't know how to cook --
          
                               INTERRUPTING JERK
                    "Her cooking is so bad, is
                    terrible."
          
                               ANDY (AS FOREIGN MAN)
                    H-her cooking...
                         (Andy stumbles
                         uncomfortably)
                    Uh, cooking is so bad, is terrible.
          
          The laughs are weaker.  The act is getting wrecked.

          IN BACK - George grimaces.  Who the hell's doing this??

          Angry, George hurries down front, looking for the loud jerk.
          He scans the tables... and it's Zmuda.

                               ANDY (AS FOREIGN MAN) (cont'd)
                    But right now --
          
                               ZMUDA (AS JERK)
                    "But right now I would like to do
                    for you some imitations.  First, the
                    Archie Bunker."
          
          Andy freezes up.

          The audience is embarrassed.

          A frazzled confusion, then Andy drops the accent.  He glares
          at Zmuda.

                               ANDY
                    Sir, do you have a problem?
          
                               ZMUDA (AS JERK)
                    Yeah, my problem is you're tired.
          
          Andy winces.

                               ANDY
                    I, I was asked to do this material -
                    -
          
                               ZMUDA (AS JERK)
                    Sure, because your new stuff's a
                    bunch of crap.  Kaufman, people are
                    sick of you.  The wrestling... the
                    hoaxes...
          
                               ANDY
                         (defensive)
                    Hey -- that stuff gets written-up in
                    the papers --
          
                               ZMUDA (AS JERK)
                    Who gives a shit?!  It's not funny!
          
          GEORGE - is dumbfounded.

                               GEORGE
                         (to himself)
                    Why...?  Andy, why...?
          
          ON ANDY AND ZMUDA

                               ZMUDA
                    I used to think you were original.
          
                               ANDY
                    I was very original!
          
                               ZMUDA
                    Yeah, exactly -- "was"!  But now,
                    you're creatively bankrupt.
                         (he gleams cruelly)
                    In fact, Ladies and Gentlemen,
                    Kaufman's so desperate, he PAID me
                    to do this tonight!!  I'm a plant.
                    It's just a fresh coat of paint on
                    an old broken-down routine.
                         (back to Andy)
                    Isn't that true???
          
          Andy shudders.

          The audience averts their eyes.

          A painful silence.

          "Andy Kaufman" has been destroyed.

          EXT. LA IMPROV - LATER THAT NIGHT

          Andy and George walk sadly down the street.  There is a
          horrible gloom over them.

                               ANDY
                    The world thinks Andy Kaufman sucks.
                    So I was just giving 'em what they
                    want...

                               GEORGE
                         (sadly)
                    Andy, they don't think you suck.
                    They've just... lost a reason to
                    love you.
          
          The guys stop walking.  George gently speaks.

                               GEORGE (cont'd)
                    You've gotta make the public embrace
                    you again.  You have to win back
                    their sympathy...
          
          ON ANDY

          He nods.

                               ANDY
                    I'll come up with something.
          
                                                              CUT TO:
                                                    
          INT. LAUREL CANYON, BEDROOM - NIGHT

          The telephone wakes up Lynne in the new bedroom.  She looks
          over -- Andy's not there.  She looks at the clock and it's
          4:30 am.  She picks up the phone.

                               LYNNE
                    Andy!!... Where are you?  I've been
                    worried sick... NOW??... Where do
                    you want to meet?... Okay, I'll call
                    them...
          
          Lynne's baffled.

          INT. DENNY'S - DAWN

          Late-night Hollywood weirdos mill about.  Andy sits with
          bleary Lynne, Zmuda, and George.  Zmuda admires the menu.

                               ZMUDA
                    Look at that Grand Slam!  Two eggs,
                    two bacon, two sausage, two pancakes
                    -- $2.99!  How do they do it?
          
                               LYNNE
                    They get you on the coffee.
          
                               GEORGE
                         (irritable)
                    Excuse me -- but could Andy tell us
                    why we're here???
          
          All heads turn.  A long pause.

          Then -- Andy stiffly speaks.

                               ANDY
                    I have cancer.
          
          Beat.  Zmuda nods.

                               ZMUDA
                    Hey, that's good!  We can make that
                    play.
                         (spitballing)
                    And we'll really drag it out.  You
                    get better, you get worse... you
                    die...

                               GEORGE
                    FORGET IT.  It's in terrible taste!
                    I want nothing to do with this.
          
          Pause.  Lynne is puzzled.

                               LYNNE
                    Andy, are you serious?
          
                               ZMUDA
                         (grinning)
                    Serious like a heart attack!  Hey,
                    maybe I can push you around in some
                    goofy wheelchair!
          
          Andy softly shakes his head.

                               ANDY
                    No, it's true.  I have lung cancer.
          
                               GEORGE
                    That's ridiculous.  You don't even
                    smoke.
          
                               ANDY
                         (emphatic)
                    I -- I got some freaky rare kind.
                    It's called large-celled carcinoma.
          
          Lynne's eyes tear up.  She hugs onto Andy.

                               LYNNE
                    Jesus, Andy!  Can they cure it?
          
                               ANDY
                    They don't know... they've gotta run
                    more tests.
          
                               LYNNE
                         (starting to cry)
                    Have you told your family?
          
                               ANDY
                    No, NO!  Not yet.  I feel bad --
                    I've jerked 'em around so many
                    times.
          
          George and Zmuda glance skeptically at each other.  Hmm...
          Confused, George leans in to Andy.

                               GEORGE
                    Andy... you look me in the eye, and
                    tell me this is true.
          
          Andy gulps.

                               ANDY
                    George -- it's true.
          
          INT. DENNY'S BATHROOM - NIGHT

          George confronts Zmuda.

                               GEORGE
                    If I find out you're behind this,
                    I'll kill you.
          
                               ZMUDA
                    What are ya TALKIN' ABOUT?!  I was
                    the one saying I didn't believe it!

          
                               GEORGE
                    Exactly.  That's the sort of thing
                    you guys would work out to fuck me
                    up.
          
          INT. LAUREL CANYON HOUSE - DAY

          Andy is doing laundry.  He empties the clean clothes, puts
          them in a basket, and carries them to the rug.  Then he sits
          down and starts laying out pairs of socks in highly
          symmetrical patterns.  Focused, impassive, Andy pointlessly
          orders the socks like the world depended on it.

          Lynne enters, emotionally wrecked.  She stares in
          frustration at Andy's behavior.

                               LYNNE
                    How can you be so casual??!
          
                               ANDY
                         (he shrugs)
                    Even if I'm dying -- I still need
                    clean socks.
          
                               LYNNE
                    You're NOT DYING!
          
                               ANDY
                    Okay.  You're probably right.
          
          He keeps working.  Lynne loses it.

                               LYNNE
                    God, you're so detached!!
          
          Lynne storms out.

          Andy finishes his socks.  Satisfied... he turns on the TV.

          ON THE TV: It's "Lassie."  Little TIMMY is laid-up in bed,
          with a broken leg.  Suddenly LASSIE runs in, holding a book.
          Lassie places the book on his lap.  The boy smiles
          gratefully.

                               TIMMY (ON TV)
                    Thank you, girl.  You're my best
                    friend.
          
          Timmy warmly embraces the dog.

          ANDY - is terribly touched.  Tears start rolling down his
          face.

          Genuine sobbing.  Terrible grief, until he wipes his cheeks.
          Andy collects himself, then reaches for a phone.  He dials a
          long number.

                               ANDY
                         (on phone)
                    Dad...?
          
                                                              CUT TO:
                                                    
          INT. CEDARS SINAI, RADIATION ROOM - DAY
          ANDY lies under the machine.  It bombards his body with
          powerful radiation.

          INT. CEDARS SINAI, DOCTOR'S OFFICE - DAY

          The whole Kaufman family is gathered.  Stanley, Janice,
          Michael and Carol listen to a BLAND DOCTOR in a white coat.

                               DOCTOR
                    The cancer started in Andy's left
                    arm and spread to his lungs.  We've
                    initiated an aggressive radiation
                    program... see if we can eradicate
                    the affected cells.
                         (his BEEPER goes
                         off)
                    Excuse me.  I'll be right back.
          
          The doctor leaves.  A somber silence -- and then Janice
          bursts into tears.  Stanley hugs her tightly.

          Carol watches the doctor with great hostility.  His old
          tennis shoes are grabbing her attention.  He leaves, and she
          frowns.

                               CAROL
                    What a crock.
          
                               STANLEY
                         (angered)
                    How dare you make light of this!
          
                               CAROL
                    Dad, I cried when he broke his neck.
                    He's not gettin' me again --
          
                               STANLEY
                         (impassioned)
                    Jesus!  He's got lung cancer!
          
          A standoff moment.  Carol loses it.

                               CAROL
                    See, that's exactly it!  He picked
                    lung cancer, because he doesn't
                    smoke.  That makes it weird!  If
                    he'd picked leukemia, it'd be
                    totally believable, and we'd all be
                    going, "Poor Andy, he's really
                    sick."  So he chose lung cancer,
                    because he WANTS us to be scratching
                    our heads, saying, "Is this real?"
          
                               JANICE
                         (trying to convince
                         herself)
                    Of course it's real.  We're in a
                    hospital...

                               MICHAEL
                    Mom, it's Cedars-Sinai!  It's a
                    showbiz hospital!  Andy's studio
                    friends probably run this place!
          
                               CAROL
                    He plans these things out.  He takes
                    over, hires actors...
                         (beat)
                    Personally, I didn't think that
                    "doctor" was very convincing.
          
                               MICHAEL
                    Did you notice his costume had the
                    wrong shoes?
          
                               CAROL
                         (excited)
                    Yeah!  He didn't have doctor shoes!
          
          A moment of total silence.  All four of them look at each
          other.  Is there... a glimmer of hope?

                               MICHAEL
                    We all know he's talked about faking
                    his own death...
          
                               STANLEY
                    Sure -- but what if he isn't?
                         (sad; poignant)
                    My son could be dying... and we're
                    actin' like we're on Candid Camera.
          
                                                              CUT TO:
                                                    
          EXT. LAUREL CANYON HOUSE - DAY

          George pulls up in his convertible.  He jumps out.

          He walks to the door and starts to knock -- when suddenly it
          creeps open.  It's Lynne, putting her finger to her lips:
          Shh!

          INT. LAUREL CANYON HOUSE, LIVING ROOM - DAY

          The house is dark.  Lynne leads George into the shrouded
          living room... and Andy is sitting in a Lotus position,
          concentrating.  In front is a WILD-HAIRED MAN in a purple
          robe.

                               WILD-HAIRED MAN
                    I want you to visualize.  Visualize
                    big, healthy white cells in your
                    body.  Now visualize little cancer
                    cells.  Now those big white cells
                    are attacking the cancer cells...
          
                               ANDY
                    I see them... I see the white
                    cells...
          
          In the corner -- George stares.  He's fighting his
          skepticism.

                                                              CUT TO:
                                                    
          INT. LAUREL CANYON HOUSE, LIVING ROOM - LATER THAT DAY

          The drapes are open.  Sunlight streams in.  Andy hugs the
          teacher goodbye, and the man leaves.

          George has been waiting in back.

                               GEORGE
                    What was that all about?
          
                               ANDY
                    It's visualization therapy.  He's
                    helping me turn inward and fight the
                    disease.
          
          Long beat.

                               GEORGE
                    He's an actor.  I remember him in
                    "The In-Laws."
          
          Ah.  Andy's eyes widen.  His wheels are spinning fast.

                               ANDY
                    Uh, yes... that's true.  But he's
                    also ordained in holistic medicine.
          
          ON GEORGE - He glares, stewing.  George is fed up.

          ON ANDY - An unspoken tension.  Then suddenly, he breaks
          down.

                               ANDY (cont'd)
                    George, what am I supposed to do?!
                    I'm sick, and I'm tryin' to get
                    better... but everyone's lookin' at
                    me funny!  Even you come to my home
                    and act like I'm puttin' on a skit!
          
                               GEORGE
                    You must take a little pleasure in
                    it.
          
                               ANDY
                    Of course!
                         (beat)
                    But that doesn't mean I don't need
                    everyone's support!  I can't be
                    surrounded by negative energy.
          
          George shakes his head.

                               GEORGE
                    Andy, you're surrounded by what you
                    create.  You are the KING of
                    negative energy.

                               ANDY
                         (thrown)
                    Y-yeah?  Well, then it has to stop!
                    Because if these bad vibes get
                    out... then everyone will be talkin'
                    about how sick I am, and it becomes
                    a self-fulfilling prophecy, and then
                    -- I'm dead.
          
          Andy struggles to remain composed.  George sighs.

                               GEORGE
                    So how can I help you...?
          
                               ANDY
                    I wanna go back to work and put on a
                    happy show.
                         (bright-eyed)
                    The best show anybody's ever seen!
          
                               GEORGE
                    Do you wanna tour the clubs?
          
                               ANDY
                    No clubs.  I wanna reach the TOP!
                         (beat)
                    Carnegie Hall...!
          
          George gently smiles.

                                                              CUT TO:
                                                    
          INT. NATIONAL ENQUIRER OFFICES - DAY

          A STAFF meeting at the National Enquirer.

                               REPORTER #1
                    I'm working on a great cover story:
                    I've got a guy in the lab at Cedars.
                    He says Andy Kaufman is dying of
                    lung cancer.
          
          Beat.  The room GROANS.

                               EDITOR
                    What bullshit!  No.  No more Kaufman
                    stories!  He's burned us too many
                    times!
          
                               REPORTER #2
                    Yeah, he's definitely not dying.
                    He's playing Carnegie Hall next
                    month!
          
          The Reporter frowns.

                               REPORTER #1
                    Jesus.  Only Kaufman would use
                    cancer as a publicity stunt.
          
          INT. LAUREL CANYON HOUSE - NIGHT

          A 16mm PROJECTOR runs a scratchy 1930's movie short on the
          wall.  Smiling fake COWBOYS and COWGIRLS dance, the cowgirls
          straddling hobby horses.  They all SING.

                               COWBOYS AND COWGIRLS
                    "I've got spurs
                     That jingle-jangle jingle..."
          
          WE WIDEN

          Andy, George and Zmuda watch.  Andy's face is enthralled
          like a kid.

                               ANDY
                    This is great.  The crowd's gonna
                    love this!
                         (giddy; thinking)
                    Hey... do you still think any of
                    those cowgirls are still alive?
          
                               ZMUDA
                    I dunno.  If they were, they'd be
                    pushin' 80.
          
                               ANDY
                    Well, call SAG.  It'd be cool to get
                    one on the show.
                         (excited)
                    I want the evening to build and
                    build.  It's gonna have the most
                    incredible ending: Singers, dancers,
                    the "Hallelujah Chorus" -- then the
                    sky opens, and Santa Claus comes
                    flying down!
          
                               ZMUDA
                    And you say, "Santa, what am I
                    gettin' for Christmas?"  And he
                    says, "Cancer!"
          
                               ANDY
                    No!  NO NO NO!  None of that!  I
                    want this show to be positive!
          
                               GEORGE
                    That's great... but this show's
                    gonna cost a fortune.  Even if it
                    sells out, you'll still lose eighty
                    grand.
          
          Andy smiles.

                               ANDY
                    I don't care about the money.  I
                    just want the show to deliver.
          
                               GEORGE
                    So who's gonna pay for it?
          
                               ANDY
                    Tony Clifton.
          
                               GEORGE
                         (beat)
                    You know Tony doesn't have that kind
                    of money.

                               ANDY
                    Then he'll borrow it.  I know Tony
                    better than you do.  Even if he has
                    to work another ten years to pay it
                    off, he'll do it!
          
          Pause.  George considers this -- then slowly nods.

                               GEORGE
                    Okay, Andy.  Will do.
          
                                                              CUT TO:
                                                    
          INT. CEDARS SINAI - DAY

          Andy silently sits.  The doctor and two NURSES administer a
          chemo drip into Andy's body.

          He stares at the needle in his arm.

          The chemo begins.

                                                              CUT TO:
                                                    
          EXT. CARNEGIE HALL - NIGHT

          A dressy NEW YORK CROWD pushes into Carnegie Hall.  The
          marquee says "ANDY KAUFMAN."

          INT. CARNEGIE HALL - LATER THAT NIGHT

          The show is on.  Andy effusively PLAYS his conga drum and
          SINGS nonsense words to "Allouette, Gentille Alloutte."

                               ANDY
                    Abbu daba, abi abbu daba!  Abbu
                    daba, abu dabu do!
                         (to the crowd)
                    Abbu dabbu da ba do...!
          
          Everyone repeats.  In the audience, George sings along too.

                               AUDIENCE
                    ABBU DABBU DA BA DO!!
          
                               ANDY
                    A ba du ba ti la ma na go!
          
                               AUDIENCE
                    A BA DU BA TI... LA... MA NA GO...
          
                               ANDY
                         (grinning)
                    Abbu da ba du ba ti lama na gobo abi
                    tabu la!
          
                               AUDIENCE
                    ABBU DA BA DU...
          
          The crowd hopelessly breaks out LAUGHING.

          ANDY laughs along.  They're all having a good time.

          INT. CARNEGIE HALL - LATER THAT NIGHT

          The corny "Jingle Jangle Cowboy" MOVIE is playing on a big
          screen.  It finishes.  Beaming Andy grabs the mike.

                               ANDY
                    Ladies and Gentlemen!  I'm pleased
                    to announce that we have with us the
                    one surviving cowgirl from that 1931
                    film, Eleanor "Cody" Gould!!
          
          Crazed APPLAUSE.  Frail ELEANOR GOULD, 75, comes onstage.

                               ANDY (cont'd)
                    It's such an honor to have you here.
          
                               ELEANOR
                         (squinting into the
                         lights)
                    Andy... this is so overwhelming...
          
                               ANDY
                    Well, it's gettin' even better!
                    'Cause we found one of the original
                    hobby horses!  Do you -- do you
                    think you could treat us to a few
                    steps from "Jingle Jangle Jingle"?
          
          Eleanor starts to protest -- but Andy hands her the HOBBY
          HORSE.  She blushes.  Andy turns away, goes to the band, and
          starts conducting.  They begin to PLAY "JINGLE JANGLE
          JINGLE."  Eleanor awkwardly starts dancing in circles.

          Andy gets excited and conducts FASTER.  Eleanor is sweating.
          She dances faster.

          Andy impatiently SPEEDS UP the MUSIC MORE.  Eleanor
          desperately skips in circles, trying to keep up... when
          suddenly she grabs her heart.

          Eleanor stops -- and collapses.  She's down.

          A horrified GASP from the crowd.  The band stops playing.
          CREW MEMBERS run on from backstage.  One checks her heart.
          She's not moving.  Zmuda runs out, horrified.

                               ZMUDA
                    Is there a doctor in the house??!
          
          The crowd is stunned silent.  Pause -- then one man stands.

          It's Michael.

          Straight-faced, he hurries out of his seat, sprints down the
          aisle, and goes on stage.  Michael checks her pulse and
          loosens her blouse.  He presses Eleanor's chest, trying to
          restart her heart.  But then -- he shakes his head sadly.
          She's dead.

          The crowd MOANS sadly.  Michael covers Eleanor with a
          jacket.

          INT. CARNEGIE HALL, BACKSTAGE - NIGHT

          Andy watches, pleased.  Suddenly, he COUGHS harshly.  Andy
          drinks some water.  Pause... then he puts on a goofy Indian
          headdress and runs back out.

          INT. CARNEGIE HALL - NIGHT

          Eleanor lies dead.  Andy skips over and starts doing an
          Indian war dance around her body.  The crowd is baffled.
          Andy WHOOPS, he CHANTS... and then Eleanor starts to rise!

          He WHOOPS triumphantly.  She lives, like Frankenstein
          reborn!  The crowd CHEERS, surprised and giggling.

                               ANDY
                    Ladies and Gentlemen, she's alive!
          
          Huge APPLAUSE.

                               CHOIR (O.S.)
                    HALLELUJAH!  HALLELUJAH!
          
                               ANDY
                    Ladies and Gentlemen, the Mormon
                    Tabernacle Choir!!!
          
          Rear curtains part, and the MORMON TABERNACLE CHOIR belts
          out the "Hallelujah Chorus"!

          It's spectacular.  The crowd goes nuts.

                               ANDY (cont'd)
                    Oh my gosh, it's the Rockettes!
          
          Yes indeed, TWO DOZEN ROCKETTES rush in from the sides, legs
          kicking high.

          The crowd WHOOS.

                               ANDY (cont'd)
                    Girls and Boys, it's Santa Claus!!
          
          Snow start falling, and SANTA ON HIS SLEIGH drops from
          above.

          The crowd screams with excitement.  It's unbelievable.  They
          leap to a standing ovation.

          In front are Stanley and Janice.  They start crying.

          Beaming Andy embraces Eleanor.  Then he takes the mike.

                               ANDY (cont'd)
                    And it's not over yet!!  'Cause I'm
                    taking you all out to Milk and
                    Cookies!!
          
          The crowd laughs.

                               ANDY (cont'd)
                    I'm serious!!!!!!!
          
          EXT. CARNEGIE HALL - MINUTES LATER

          A thousand people file out -- and THIRTY-FIVE SCHOOLBUSES
          are parked up and down Fifth Avenue!!!  The crowd is AWED.

          Andy euphorically marches out, pushing his endurance.  He's
          the Pied Piper.

                               ANDY
                    Single file!  Don't rush!  There's
                    enough cookies for everyone!!
          
          EXT. ELEMENTARY SCHOOL - LATER THAT NIGHT

          The schoolbuses pull up to a school.  The disoriented
          passengers step out, not sure what to expect...

          INT. ELEMENTARY SCHOOL, CAFETERIA - NIGHT

          The audience crowds inside... and LADY CAFETERIA WORKERS in
          hairnets are dispensing milk and cookies.  It's remarkable.

          At a little kids table sit Andy and Lynne.  Andy's face is
          pure joy.  He watches all the adults munching on their
          cookies, everyone giddy at the silliness of it all.

          Andy smiles beautifully.  He squeezes Lynne's hand, then
          whispers.

                               ANDY
                    I don't want this to ever end...
          
          EXT. NEW MEXICO DESERT - DAY

          A stucco SPA RESORT sits in the middle of the rocky desert.

          INT. SPA - SAME TIME

          A room with soft lighting and billowing curtains.  A New Age
          HEALER is laying crystals upon Andy's body.

          Andy COUGHS.  His hat is off, revealing he's bald.

                               HEALER
                    Now we'll place a blue crystal.
                    Very high vibrations.  It's
                    wonderful for it's healing powers.
          
                               ANDY
                         (spellbound)
                    Okay.  Let's try two of those... and
                    one of the pink ones.
          
          EXT. SPA - DAY

          Zmuda stands with a swarmy ADMINISTRATOR.

                               ADMINISTRATOR
                    Your friend is doing four crystal
                    sessions a day, but it's just not
                    helping.
          
                               ZMUDA
                    I know...
                         (beat)
                    The cancer's terminal.
          
                               ADMINISTRATOR
                    Yes.  That wasn't made particularly
                    clear to us when he checked in...
          
                               ZMUDA
                         (irked)
                    Look, personally, I think rubbing
                    rocks on people is a load of
                    horseshit.  But if it makes Andy
                    happy, that's all that matters.
          
          The man purses his lips.

                               ADMINISTRATOR
                    I'm sorry to sound crass -- but we
                    don't want to be "that health resort
                    in New Mexico where Andy Kaufman
                    died."
                         (beat)
                    I'm going to have to ask you to
                    leave.
          
          Zmuda is speechless.

          INT. SPA, ANDY'S ROOM - LATER THAT DAY

          Zmuda angrily packs Andy's bags.  Zmuda is seething.

          But Andy is strangely calm and unaffected.

                               ANDY
                    It's okay, Bob.  It wasn't really
                    working.
                         (a gentle smile)
                    We'll find something better.
          
          INT. LAUREL CANYON HOUSE, KITCHEN - DAY

          Lynne and Little Wendy are cooking Andy lunch.  Lynne mashes
          up strange unidentifiable plant products.

                               LITTLE WENDY
                    What is this stuff?
          
                               LYNNE
                    It's all macrobiotic.  Millet,
                    burdock root, kelp... Andy says
                    it'll purify him.
          
          Suddenly -- a SHARP VOICE.

                               TONY CLIFTON (O.S.)
                    What is that crap?  Looks like
                    somethin' my dog would puke up!!
          
          The women turn.  It's Andy -- dressed as Tony Clifton.

          A spooked moment.

          Tony's wig, peach tux, and sunglasses are there... but Andy
          is barely strong enough to bark out the attitude.

                               TONY CLIFTON
                    How 'bout me and you dolls go get
                    some REAL food:  French fries and a
                    Porterhouse steak!
          
                               LYNNE
                         (not sure what to
                         say)
                    ...Andy...?
                    
          Little Wendy's eyes pop:  Oh no she broke the rule!  Tony
          gets very indignant.

                               TONY CLIFTON
                    I ain't Andy!  I'm Tony!  Andy's
                    sick -- pick, chick, kick, lick!
                    The doctor says he's a goner.
                         (rousing himself)
                    But Tony's built like a mule!  Andy
                    asked me to be his pallbearer!  I'll
                    do it for him!  I'm getting stronger
                    and stronger!  Here, watch this!
          
          Tony picks up a CHAIR and starts lifting it:  Up, down, up,
          down.  Worried, the women rush to stop him.  They take the
          chair.

                               LYNNE
                    Stop it!  C'mon, put that down.
          
                               TONY CLIFTON
                    Yeah, you're right.  We better get
                    movin'.  We don't wanna miss Happy
                    Hour at Kelbos -- all the Mai Tai's
                    you can drink for $4.99.
          
          Tony jauntily turns to exit.  He gestures to the ladies.

                               TONY CLIFTON (cont'd)
                    Let's go!
                         (he starts SINGING
                         "New York, New
                         York")
                    "These vagabond blues,
                     Are washin' away.
                     I'll make a brand new start of
                    it..."

          Tony reaches the doorway -- and collapses.

          He clutches himself in pain.

                               LYNNE AND LITTLE WENDY
                    Andy!!
          
          Shocked, they run over.

          Tony lies huddled on the ground.  He mutters sadly,
          defeatedly.

                               TONY CLIFTON
                    Dammit...
          
                                                              CUT TO:
                                                    
          EXT. LAUREL CANYON HOUSE - DUSK

          The sun is setting, purple and orange over the hills.  Andy
          and George lie on chaise lounges, serenely staring out.
          Andy has a blank look on his face, and has lost more weight.
          He is a shadow of himself.

                               ANDY
                    I can't move my arm.
          
                               GEORGE
                         (awkwardly)
                    You've got good days and bad days.
          
          Andy softly sighs.

                               ANDY
                    My hair is coming out.
          
                               GEORGE
                         (whispers)
                    Yeah...
          
          George silently pats Andy.  Andy's energy is sapped, but he
          forces himself to be upbeat.

                               ANDY
                    I've got an idea for a new TV show
                    for me to star in.  It's called
                    "Uncle Andy's Fun House" -- it'll be
                    a Saturday morning thing where I can
                    goof off with the kids.  You know,
                    puppets, magic tricks...
          
          George is choked up.  He goes along with it.

                               GEORGE
                         (long pause)
                    I think we can sell that.
          
          Silence.

          George struggles not to shatter Andy's enthusiasm.

          Andy smiles gratefully.

                               ANDY
                    Hey... thanks for always backin' me.
          
          George clenches Andy's hand.

                               GEORGE
                    Did your -- doctor say it's okay for
                    you to go back to work?
          
                               ANDY
                    Ehhh, you know those guys.  If he
                    had his way, I'd be stuck in the
                    hospital, running tests all day.
                         (beat)
                    And anyway, I've found a new guy
                    who's gonna be able to instantly
                    remove the cancer.
          
                               GEORGE
                         (startled)
                    Really?
          
                               ANDY
                    Yeah!  He's a psychic surgeon in the
                    Philippines, and he's amazing!  He
                    rubs you and sucks the disease right
                    out!
          
          Andy beams.  George stares sadly.

                               GEORGE
                    The Philippines?  I dunno... Andy...
                    he sounds like one of your
                    characters.
          
          TIGHT - ANDY

          His voice gets hushed.

                               ANDY
                    No... this guy's special.
                         (very sincere)
                    He performs miracles.
          
          George doesn't know how to respond.

          Andy looks up pleadingly.

                               ANDY (cont'd)
                    He's my last chance.
          
                                                              CUT TO:
                                                    
          EXT. BAGUIO CITY, PHILIPPINES - DAY

          Baguio, a tiny scratched-in-the-dirt Philippine city.

          Suddenly, a rattletrap COMMUTER PLANE lurches out of the
          sky.  It hits a dirt runway.  Dust flies.  Chickens squawk
          and run.

          INT. BEAT UP TAXI, PHILIPPINES - DAY

          Andy, Lynne, and Zmuda ride through the impoverished city.

          Andy stares in amazement.

          EXT. CLINIC, PHILIPPINES - DAY

          They reach a brick building.  A sign says "CLINIC," with an
          eye over a triangle.

          INT. CLINIC, PHILIPPINES - DAY

          A NURSE hurriedly helps weakened Andy sign a bunch of forms.
          Money is handed over.

          Andy's clothes are stripped off.  They're thrown in a
          locker.

          INT. CLINIC OPERATION ROOM, PHILIPPINES - DAY

          A large white tiled room.  Lynne and Zmuda roll in pallid
          Andy, his limp body unmoving.

          Andy looks up... and there's a LONG LINE OF SICKLY PEOPLE.
          Primarily Japanese, emaciated, all stripped to their
          underwear and barely able to stand.

          They have a look of desperation and reverence.

          At the head of the line is JUN ROXAS at his work station: A
          bench, a sink, and ATTENDANTS with clean towels.

          A SICKLY WOMAN crawls onto the bench.  Jun impassively
          presses his hand into the fatty flesh of her stomach,
          kneading, searching.  Pause, then he removes some BLOODY
          GUTS.

          He flings them into a bucket.

          The woman cries out.

          Andy gasps.

          The woman is helped away.

          Jun turns to wash his hands.  An attendant gives him a towel
          to dry with.  Then a SICKLY MAN crawls up...

          Andy rolls closer.  He stares at all this with fear.
          Nervousness.  Hope.

          Jun impassively presses his hand against the man's head.  He
          concentrates, searching... then pulls out some BLOODY GUTS.

          He flings them into a bucket.

          The man shakes.  He is helped away.

          Andy is wide-eyed.  He gets closer... closer...

          More patients.  More bloody guts.  More sobbing.

          Andy's excitement builds.

          Then -- he reaches the front.

          A moment.

          Lynne and Zmuda stare into Andy's eyes, drawn in by his
          total belief.  They are overcome.  It feels like they're
          saying goodbye.  Lynne gives Andy a tender kiss.  Zmuda
          starts to shake his hand -- and instead hugs him tightly.

          Andy smiles, then the attendants lift him from the
          wheelchair.  They help him up to the bench.

          Andy lies down.  Fluorescent lights buzz overhead.

          He looks over, and Jun Roxas is washing his hands from the
          previous patient.

          Andy shivers, anticipating the miracle.

          Jun turns.  An attendant gives him a towel to dry off.

          Andy relaxes, readying for it all...

          He glances at Jun's hands.  Jun hands back the towel -- and
          under it the attendant quickly slips Jun a sack of animal
          intestines.

          Jun discreetly palms it.  He's a fake.

          CLOSEUP - ANDY

          A moment of stunned disbelief.

          He is shocked.  Outraged.  Disappointed.  Flabbergasted.

          The faith is meaningless.  The joke is cosmic.  The con man
          has been conned.

          Andy's overpowering emotions coalesce... and he starts to
          LAUGH.

          It's sidesplittingly funny.  Andy LAUGHS, and LAUGHS, and
          LAUGHS, like a crazy man with no salvation, the joy
          releasing him, the tears rolling down his cheeks.

          His face flushes with color.  Life sparkles in his eyes.
          Andy laughs and guffaws until he's hoarse.  This is the best
          gag of them all.

                                                    SLOW DISSOLVE TO:
                                          
          INT. FUNERAL HOME - DAY

          Andy lies in peace in a casket.  He has died.

          His expression is pleasantly bland.  Almost Latka-like.  But
          his face is caked with so much funeral-home makeup, it
          almost looks like a mask.

          We slowly widen.  The casket is surrounded by beautiful
          flowers.  We TILT UP... and high above... is a MOVIE SCREEN.

          On the SCREEN is a projection of Andy, silently staring at
          us.  There's a gentle smile on his face.  It's the image
          from the opening of this film.

          ANDY'S POV: The chapel is filled with GRIEVING MOURNERS.
          All are in black.  Everyone's quiet, in a state of shock.

          Andy's family is huddled.

          Lynne sits alone in a pew, crying.

          George gives Zmuda a hug.  Little Wendy comes over... and
          they comfort each other.

          Everyone who ever knew Andy is there: Taxi cast, Fridays
          cast, TM followers, hookers, Jerry Lawler, Ed Weinberger,
          Maynard Smith, Budd Friedman, it goes on and on...

          And -- they all have odd discombobulated expressions.  They
          stare up at the PROJECTED ANDY.

                               ANDY (ON FILM)
                    Well... My show is over.  I did my
                    best, and I just want to say, until
                    we meet again... please remember:
                         (he begins to SING)
                    "In this friendly, friendly world...
                     With each day so full of joy.
                     Why should any heart be lonely."
          
          Some gathered people tentatively join in the SINGING.

                               ANDY (ON FILM) (cont'd)
                    So everybody!  Put your arm around
                    the person next to you, even if you
                    don't like that person.  Come on!
                         (he resumes SINGING)
                    "The world is such a wonderful
                    place,
                    To wander through,
                    When you've got someone to love,
                    To wander along with you.
                    With the sky so full of stars,
                    And the river so full of songs,
                    Every heart should be so thankful,
                    Thankful for this friendly, friendly
                    world..."
          
          The curtain behind the coffin OPENS and the casket with
          Andy's body slowly slides into the DARKNESS.

          The curtain closes.  The FILM ENDS.

          And all goes silent.

          Some people cry.  Some begin to leave.  Most of them are
          just staying, numbed.

          George and Zmuda whisper.

                               GEORGE
                    It's a perfect Kaufman audience.
          
                               ZMUDA
                    Yeah.  They don't know whether to be
                    sad, or angry.
          
          The Taxi cast are flustered.

                               CAROL KANE
                    Why are people leaving?  The
                    curtain's gonna open.  Andy's gonna
                    come out... I know it!

                               TONY DANZA
                    Sure, the body was just made of
                    wax...!
                         (a very long beat)
                    Wasn't it......?
          
          Silence.  They look to the front.

          The closed curtain wafts... then settles motionless.

                                                            FADE OUT.
                                                  
          FADE IN:

          EXT. SUNSET BLVD./COMEDY STORE - NIGHT

          A SUPER slowly appears:  "EXACTLY ONE YEAR LATER"

          On Sunset, TWO DUDES come riding along on skateboards.
          Suddenly they reach -- INSANITY.  Traffic on Sunset is
          jammed.  HONKING limousines jockey to squeeze by.

          Confused, one Dude squints into the distance -- and his eyes
          pop.

                               DUDE #2
                    Oh my GOD.
                         (stupefied)
                    That's the freakiest thing I've ever
                    seen!!  Look!
          
          He points.  His friend turns -- and gasps.

          AT THE COMEDY STORE - The marquee says "TONY CLIFTON: LIVE!"

                               DUDE #1
                    Man, we were right!  He's not dead!
          
                               DUDE #2
                    He's just been lyin' low for a year!
                    WE GOTTA GO!
          
          Hysterical, the guys race up to the club.  But outside,
          there's a CRAZED, PULSING MOB.  People are screaming.
          Police have barricades.  Everybody cries to get in.

          INT. COMEDY STORE - SAME TIME

          It's packed.  Every square inch is filled with glittery
          Hollywood VIPs.  People make chit-chat... but there is a
          squeamish excitement in the air.  A brooding unease.  Nobody
          knows what to expect.

          Suddenly -- the lights go black.  A BOOMING ANNOUNCER.

                               ANNOUNCER (V.O.)
                    Ladies and Gentlemen!  Please put
                    your hands together for... Tony
                    Clifton!

          The THEME FROM 2001 starts playing.  "DAAAAA, DAAAAA,
          DAAAAA!  DA-DAAAAA"!

          A small SPOT appears -- on a peach tuxedo.  The light grows
          bigger, bigger... the tension magnifying... people
          gasping... our view widening... until Tony Clifton is
          revealed onstage!

          It's an extraordinary theatrical moment -- without response.
          The crowd has no idea what to do.

          Tony smirks.

                               TONY CLIFTON
                    How ya doin'?
          
          Dead silence.

          Tony struts downstage.  He waves to the crowd.

                               TONY CLIFTON (cont'd)
                    How you doin' back there?!
                         (to the front rows)
                    How you doin' up here?!
          
          Still no response.  Until -- a lone reckless VOICE.

                               VOICE
                    Andy!
          
          Whoa.  The crowd rustles nervously.

          Tony grimaces.

                               TONY CLIFTON
                    Don't know nothin' about no Andy.
                    Just some dead guy tryin' to ride my
                    coattails.
                         (to the BAND)
                    Let's HIT IT, boys!  One, two, anda
                    one two three four!
          
          The BAND kicks in with disco anthem "I WILL SURVIVE."  Tony
          starts SINGING the schmaltzy opening:

                               TONY CLIFTON (cont'd)
                    "First I was afraid
                     I was petrified.
                     Kept thinkin' I could never live
                     Without you at my side."
                         (he wipes away a
                         pretend tear)
                    "Were you the one that tried to
                     Hurt me with goodbye?
                     Did you think I'd crumble?
                     Did you think I'd lay down and
                     Die...?"
          
          We PAN the room full of enthralled spectators.  At a front
          table are George and Lynne.

          Tony attacks the chorus.

                               TONY CLIFTON (cont'd)
                    "Oh no not I!
                     I WILL SURVIVE!
                     As long as I know how to love,
                     I know I'll simply stay alive!"

          In the crowd, we pass face after face -- smiling...
          frowning... intrigued... confused... until we settle on a
          man in the very last row.

          Bob Zmuda.

          Enjoying the show more than anyone.

                               TONY CLIFTON (cont'd)
                    "I've got all my life to live
                     I've got all my life to give.
                     I will survive..."
                         (he hits his big
                         finish)
                    "I -- WILL -- SURVIVE!!!"
          
          The music CRESCENDOS, and the song ENDS.

          Zmuda grins and APPLAUDS proudly.

                                                            FADE OUT.
THE END

