>>/ The Mask

/ The Mask. .

: / The Mask.

/ The Mask

EXT. HIGH SEAS - DAY

The dragonhead prow of an ancient Viking ship cuts through the thick fog of the rough North Atlantic Sea.

MUSIC EXPLODES: WAGNER'S "GOTTERDAMMERUNG" (Twilight of the Gods)

SUPERIMPOSE: THE TENTH CENTURY A.D.

EXT. BOW OF THE SHIP - DAY

Viking explorer LEIF ERICSON carefully studies his fob compass as he dangles it above a parchment map. His SAILORS steal nervous looks at

a large, diabolical-looking IRON BOX in the hold.

OLAF, a fierce, one-eyed Viking warrior approaches Ericson. NOTE: Dialog is in OLD NORSE, with SUBTITLES)

OLAF

Leif, let's do the deed

before another night falls. The crew's

near mutiny.

Ericson draws his broadsword with a flourish.

LEIF ERICSON

Know this! The first man to turn

will taste my steel in his guts.

OLAF

But we've surely gone far enough.

ERICSON

That accursed box must be thrown

off the edge of the world. We

will go until we can go no more:

Suddenly there is an ear-splitting SCREECH and the entire boat rocks violently as it runs aground.

The LOOKOUT is thrown from his crow's nest: and CRASHES straight through the deck right in front of Ericson. His pained voice floats up

from the black hole.

LOOKOUT

:Land ho.

Ericson wheels about just as the fog parts off the starboard bow.

ERICSON'S P.O.V.

A beautiful rustic coastline stretching off as far as the eye can see.

LEIF

(gasps)

By Odin's beard:

EXT. THE NEW WORLD - A HARBOR - SUNSET

Olaf finishes digging a hole in the sand. He backs away, terrified, as burly Vikings, led by Ericson, muscle the IRON BOX over to the hole and

quickly bury it. Ericson turns to an exotic-looking Eurasian WITCH.

ERICSON

Be quick, Witch. Let the deed

be done.

The Witch unravels a scroll and recites:

WITCH

Oh Loki, ancient one. Thy mischief

dwell now in waters, base and

bland. And in waves and sand thy

magic forever sleep:

As the Witch speaks, a strong wind kicks up and a black wall of clouds appears. The sky explodes in THUNDER and LIGHTNING. The men

look about fearfully.

ERICSON (CONT.)

Back to the ship men, hurry.

OLAF

Captain, you've discovered a new

world. It is your right to name it.

ERICSON

Leave that to the Italians. We're

never coming back here. Never.

This land is now cursed.

DISSOLVE TO:

A SIGN: 'BEACH CLOSED - RAW SEWAGE - NO SWIMMING'

EXT. BEACH - PRESENT DAY

Hot, smoggy and packed. Cityscape of towering skyscrapers stands in the haze just beyond the crowded beach.

SUPER: EDGE CITY - THE PRESENT

A caffeine-driven D.J's voice booms over the beach-goers' radios.

D.J. (V.O.)

Yessiree, it's a four-alarm

sizzler out there today with highs

in the upper nineties and no

relief in sight. We have a third

stage smog advisory and a metro

traffic gridlock alert.

Flourocarbons are up, the Dow

Jones is down and we're expecting

another Spike Lee movie any

second. In other words folks,

it's just another bee-youtiful

day in Edge City.

Camera ENDFRAMES on an industrial barge marked "Department of Sanitation." A crane's cable line disappears underwater.

EXT. UNDERWATER - SAME TIME

SCUBA WELDERS repair a cracked, scum spewing pipe. One diver hits something hard with his dredger. He unearths:

THE ANCIENT IRON BOX

Rust and barnacles partially obscure the engraved images of Norse gods and demons.

THE DIVER wedges his scuba knife under the corroded lock. Erie 'MASK' theme SFX rise as he tries to pry open the lid.

Suddenly the PIPELINE BREAKS FREE, crushing the diver and cracking open the box.

SOMETHING (seen only in rippling shadow) explodes out of the box on a cloud of bubbles and shoots toward the surface.

EXT. WATER

The Mask surfaces in the f.g. as lightening EXPLODES across the distant cityscape.

CUT TO:

EXT. EDGE CITY BANK

A banner displays their proud motto: "WE BANK ON TOMORROW."

EXT./INT. EDGE CITY BANK

CHARLIE SCHUMACHER (30's) gazes out the window from his cluttered desk as the crack of THUNDER echos through the urban canyons.

CHARLIE

Look at those clouds rollin' in,

man. Freaky weather.

STANLEY IPKISS, a bright0eyed amiable young account exec pauses by Charlie's desk and drops off a print-out.

STANLEY

Hey Charlie, can you go over these

stats? We're supposed to have

a complete report before lunch.

Charlie takes one looks at the complex print-outs and tosses them back.

CHARLIE

Woah. Sorry Stanley, I just had

my weave tightened and my head

is killing me. Be a pal and take

those over to Hinkleman, will ya?

MAGGIE, a cute young blonde now strolls by.

MAGGIE

Hi guys. Did you have any luck

with those concert tickets

Stanley?

Stanley perks up at the sight of her.

STANLEY

I sure did. Friday night, just

like you wanted.

MAGGIE

Oh, Stanley, that's wonderful.

STANLEY

What time should I pick you up?

MAGGIE

Gee, I don't know. My best

girlfriend just got into town and

I know she'd love to go. Can we

get an extra ticket for her?

STANLEY

Well: uh, actually it's sold

out. I was kinda lucky to get

these.

MAGGIE

She's only going to be in town

a couple of days and I just can't

let her sit at home all alone.

Are you sure there isn't something

we can do?

Stanley considers the situation for a moment, then pulls the tickets out of his pocket.

STANLEY

You know what? Here. You two

go.

MAGGIE

Oh Stanley, I couldn't do that.

STANLEY

No really. Go ahead. It's okay.

I hate concerts anyway. All that,

you know: music floating around.

Maggie snatches the tickets from Stanley's hand.

MAGGIE

That is so sweet. Sheila's just

going to love this.

STANLEY

So maybe you and I can get

together over the weekend?

MAGGIE

I'm not sure what's going on, but

just give me a call. You know

I like to be spontaneous.

STANLEY

Oh, sure. Me too.

MAGGIE

Stanley Ipkiss, you are the nicest

guy.

Maggie gives him a quick air-kiss and hurries off to her teller's window.

CHARLIE

That's it.

STANLEY

What?

CHARLIE

The kiss of death. As soon as

they use the "N" word it's all

over.

STANLEY

So maybe I am a nice guy. So

what?

CHARLIE

You are a rug. I am talking

astro-turf here. You're letting

these women sharpen their cleats

on you.

STANLEY

Hey, I'm a gentleman. If they

can't appreciate that, it's their

problem.

CHARLIE

You spend too much time being

"nice" to a girl, you'll wind up

sittin' around listening to her

complain about the son of a bitch

she really loves.

STANLEY

Charlie, you are a very sick

puppy.

CHARLIE

Wake up, Stanley! These are the

nineties. We're dealing with an

entire generation of dysfunctional

love junkies. You can't romance

'em. You gotta confuse 'em. It's

the only thing that gets their

attention.

(pauses)

Let me demonstrate. You see that

girl over there?

Stanley looks over at the coffee service where an attractive young WOMAN is pouring herself a cup of coffee.

CHARLIE (CONT.)

Hi Lisa.

LISA

(forgets his name)

Oh, hi:

CHARLIE

Charlie.

LISA

That's right. Sorry.

CHARLIE

Lisa, this may seem a little odd,

but my friend over there and I

were having this discusion and

I thought maybe you could settle

it for us.

LISA

I'll help out if I can.

CHARLIE

(sheepishly)

Actually, I don't know: this

is kind of a personal question.

LISA

That's okay. Go ahead.

CHARLIE

Alright. Just for the sake of

argument, if I wasn't a happily

married man: am I the kind of

guy you'd go out with?

LISA

Oh, um: I don't know.

(pauses)

Well: yeah. I guess I would.

CHARLIE

Lisa, I have terrific news for

you.

LISA

What?

CHARLIE

I'm not married! Is this perfect

or what? Listen, there's not a

lot of women willing to come right

out like that and admit they're

attracted to a guy, but:

Lisa SLAPS Charlie, turns on her heel, and marches off.

CHARLIE (CONT.)

Jeez: make up your mind.

Stanley gives Charlie the fish eye as he returns.

CHARLIE

Okay. Bad example. Some

of these women got so much baggage

they need an emotional sky cap.

I'll tell you what Stanley,

tonight I'm gonna take you on a

love safari, deep into the darkest

heart of the urban jungle.

STANLEY

And where's that?

CHARLIE

The Monkey's Paw. Hottest new

club in town. It's a guaranteed

skirt alert and no dead beats

allowed.

STANLEY

So how are we gonna get in?

CHARLIE

Woah, do I detect a little

self-image problem there, buddy?

You just leave everything to me.

This, my friend is going to be

the perfect night on the town.

Suddenly a resounding peal of THUNDER rings out like the crack of doom. Sheets of rain pour down on the bank's windows.

EXT. STREET

Pedestrians scramble for cover in the sudden downpour.

INT. BANK - FOYER

A young woman scurries into the bank holding a newspaper over her head. She's soaking wet and pauses in the foyer to straighten herself out.

Charlie immediately notices her:

CHARLIE

Hold the phone. Killer at three

o'clock.

Stanley follows his gaze.

STANLEY'S P.O.V.

CAMERA does a classic CHEESECAKE TILT-UP starting with the woman's million dollar legs as she squeezes some of the water out of her

skirt: up past her body, which through her damp summer clothes is undeniable proof that there is a God: up: up: to her face as that

newspaper is tossed aside. She's a heart-stopping woman/child with a Cupid's bow mouth and ice blue eyes. In other words she's trouble.

Big trouble, also known as TINA CARLYLE.

Charlie may as well have just seen the Virgin of Guadalupe.

CHARLIE

(hushed reverence)

Oh my god: A perfect dime. The

dame of dames. The Moby of my

dick.

STANLEY

Easy Charlie. You'll sprain your

eyes.

Tina now enters and walks towards Stanley and Charlie.

TINA

Excuse me, where can I open a new

account?

Charlie flashes his best 100 watt smile.

CHARLIE

You've come to the right place,

ma'am. Just step right this way

and pull up a chair:

Charlie tries to steer Tina to his desk, but she's still preoccupied with her damp clothing.

TINA

Oh, I'm sorry. I'm a complete

wreck. Will you hold this please?

She hands her shoulder bag to Stanley and peels off her wet blazer, creating another awe- inspiring visual moment.

CHARLIE

Here, let me take that for you.

Charlie clutches her jacket with white knuckles.

TINA

Thanks.

But Tina turns and sits at Stanley's desk; Charlie is stunned at his near miss, but there's not a thing he can do about it.

STANLEY

So, uh, what kind of account did

you have in mind?

TINA

(smiles sweetly)

Well, I'm not sure exactly. I'm

just terrible with things like

that. That's an interesting tie

Mr:?

STANLEY

Ipkiss. Stanley Ipkiss:

Tina extends her hand.

TINA

Tina Carlyle. Pleased to meet

you.

STANLEY

The, uh: pleasure's all mine.

Tina notices a box of Kleenex on Stanley's desk.

TINA

May I? I'm such a mess.

STANLEY

Oh... of course.

Tina takes out a compact and daintily blots the moisture from her face.

TINA

As I was saying about that tie. It's

like one of those, what do you

call them, ink blot tests.

STANLEY

A Rorschach test.

She twists open a tube of lip gloss andbegins to run it across her incredibly lush liips.

TINA

That's it. It looks like... um.

A young woman riding bareback.

You know, like a Lady Godiva or

something.

STANLEY

Really? I don't think I can...

She slowly runs a finger along Stanley's tie.

TINA

Or... if that's not a horse it

could be two lovers. A man and

a woman. That would be the woman

on top, of course.

STANLEY

(mesmerized)

...Of course.

She licks her lips and blots them on the Kleenex, leaving a perfect kiss impression and drops it on Stanley's desk.

TINA

What do you see, Mr. Ipkiss?

Stanley starts to get uncomfortable under her gaze.

STANLEY

I don't know. ...Bold colors.

It's a power tie, y'know? They're

supposed to make you feel...

powerful.

TINA

Does it work?

STANLEY

Sort of. It's just a tie. Now,

about that account.

CLOSE-UP

as Tina drops her compact back in her shoulder bag and we see her flick a red L.E.D. light on. She carefully adjusts the bag, aiming a tiny

CAMERA LENS neatly concealed within it.

Tina's pointing the bag at the open bank vault that stands a short distance from Stanley's desk.

CUT TO:

C.U. - VIDEO MONITOR

displaying the shot of the vault that Tina is broadcasting.

WIDER - INT. MONKEY'S PAW NIGHT CLUB

DORIAN TYREL - a slick nouveau-mobster complete with diamond ear stud and Matsuda jacket watches the video broadcast from his inner

sanctum; an eclectic post-modern playroom with an array of electronic toys and minimalist gun racks.

Dorian sips nervously on a Yoo-Hoo as he watches the show.

DORIAN

That's it sweetheart. A little

to the right.

His two gunsels, SWEET EDDY and CHUN WOO are busy at the back of the room playing air- hockey. Serious firepower is visible in their

shoulder holsters.

DORIAN (CONT.)

Hey, will you guys keep it down

back there?

Dorian's safe cracking expert, a black hip-hop artist named DOCTOR FREEZE scribbles notes as he watches the screen with a practiced eye.

DR. FREEZE

That's cool, man. Freeze it right

there.

Dorian punches a button and the image freezes.

DORIAN

What do you think, Doctor?

DR. FREEZE

Layout's not bad. We got us a

sweet little Perkins/Jenning time

lock. But them motion detectors

are putting the chill on my

thrill.

DORIAN

Can you pull it off?

DR. FREEZE

Hey, you're talkin' with the

Doctah, man. It's all about time

and money.

DORIAN

Yeah, well the meter's runnin'

on this one. We got less than

a week.

DR. FREEZE

Not cool. What about the coin?

DORIAN

There's plenty. And I'll be happy

to invest your share.

DR. FREEZE

What you talkin' about, man?

DORIAN

This isn't about the lousy couple

hundred thou' that's sitting in

that vault, Freeze. That's chump

change.

DR. FREEZE

Yeah? Then I'm chump number one,

man.

DORIAN

We gotta expand your horizons

Doctor. Take a look.

Dorian pulls back a curtain. An amazingly gaudy building stands on a pier across the river from Dorian's club. A huge sign across it's archway

reads: "Opening Soon Valhalla Casino".

DORIAN (CONT.)

The Valhalla Casino. Twenty mil

of glass, neon, booze and dice.

World class sucker bait. The

grand opening is Saturday night

and it will drive this two bit

club of mine out of existence.

But I say if you can't beat 'em,

take 'em over.

DR. FREEZE

Yeah? That's Arnie the Swede's

place, man and he is one ice cold

meatball eatin' motha fucker.

DORIAN

Leave him to me. You pull off

this heist and I promise you,

it'll be all tits and champagne

from here on in.

CUT TO:

EXT. RIVER - CULVERT - SUNSET

The Mask lies tangled in a rat's nest of seaweed and garbage that's washed up in a culvert under a bridge.

A large WHARF RAT now creeps out along the garbage sniffing curiously at its timeworn wooden surface. It takes a tentative nibble.

CLOSER - THE MASK

begins to SHIMMER... to vibrate with its own magical inner life. The rat SQUEAKS and jumps back, disturbing the pile of garbage.

WIDER

The Mask is dislodged and floats back out into the river. Camera TILTS UP with the Mask as it follows the current into the dark heart of the city.

CUT TO:

EXT. CITY STREET - EARLY EVENING

Stanley and Charlie are riding along at breakneck speed in a taxi cab.

STANLEY

Hold it up right here, please.

A gun port suddenly SLAMS open and the wild-eyed Albanian TAXI DRIVER wheels about and cocks a huge .45 from his side of the bullet

riddled partition as the cab continues to barrel through traffic.

DRIVER

Hold up?! No hold up! I keel

you very well! I splatter your

guts big time, Mr. Cowboy Man!

Stanley dives for cover.

CHARLIE

No! No! He only wants you to

stop the cab!

The driver instantly SLAMS on the brakes, throwing his passengers forward mercilessly.

DRIVER

(now totally calm)

Hokay. Pardon you very much.

Charlie helps Stanley sit back up.

CHARLIE

It's alright, Stanley.

STANLEY

(softly)

I hate this town. I really hate

this town.

CHARLIE

Why are you getting out here?

STANLEY

I gotta pick up my car.

CHARLIE

Fine. Now don't forget. Ten

o'clock at the Monkey's Paw. I've

already got us lined up with a

couple of authentic dimes.

Stanley steps out of the cab.

STANLEY

Charlie, please. The last time

you said that you showed up with

two lesbian mud-wrestlers.

CHARLIE

Well, I can't promise we'll get

that lucky again... Later!

With a SCREAM of tires the cab peels back out into traffic.

CUT TO:

INT. RIPLEY'S AUTO FINISHING - EARLY EVENING

Stanley enters the grease spattered, cluttered garage and scans the area for signs of life. We can hear the CLANK-CLANK-CRASH of some

less than light-fingered automotive work in progress.

Stanley DINGS a little service bell sitting on a counter plastered with naked playmate decoupage and Mrs. Power Tool '93 calendars.

STANLEY

...Hello?

IRV, a lumbering unshaven behemoth of a man with permanently low-slung refrigerator repairman pants, makes his way past half rebuilt car

carcasses towards Stanley.

IRV

Hang on. Hong on. Don't get your

panties in a twist.

BURT, a thinner version of Irv with Coke bottle glasses and a mop of greasy hair, pops up from beneath a car, RIPS out of chunk of motor and

wiring and holds it up to Irv.

BURT

(examining part)

Hey Irv, what the hell is this?

IRV

(eyes it carefully)

Ohh... I dunno. About seven

hundred bucks.

They both laugh evilly as Irv slaps Burt on the back. Irv makes his way over to Stanley, still chuckling to himself.

IRV

Now what can I do for you, Bub?

STANLEY

I'm here for the Civic.

IRV

Japanese car, right? Kind of a

nasty pea soup green?

STANLEY

Well, they call it Emeral Forest,

actually...

Irv turns back to Burt.

IRV

Burt! Pea green Civic!

Burt pops back up from beneath the hood.

BURT

Green Civic... Green Civic. Oh

yeah! Brake drums are still on

order and I'm only halfway through

rebuilding the trans.

STANLEY

But I just brought it in for an

oil change!

IRV

Yeah? Well you're lucky we caught

those other problems before they

caused some serious trouble.

STANLEY

Alright. Alright. When will it

be ready?

Irv looks over at Burt, who gives him a "Make something up" look.

IRV

Come back tomorro...

(Burt shakes his head "no".)

...First thing next wee...

(Burt shakes again)

...next month?

(Burt shakes an enthusiastic "yes".)

Yeah, first thing next month.

That's if we can get the parts.

STANLEY

What am I going to do in the

meantime? I can't afford to keep

taking cabs all over town.

Irv smiles a rotten-toothed smile.

IRV

Oh, hell... we can take care of

that!

(to Burt archly)

Hey Burt, bring around the loaner.

(to Stanley)

And for you little buddy, only

ten bucks a day.

CUT TO:

EXT. MONKEY'S PAW - NIGHT

The joint is jumping with musclehead BOUNCERS picking and choosing from the crowd of terminally trendy WANNABE'S gathered around the

entrance. A light drizzle is falling.

A parade of swanky cars pulls up one by one as CAR HOPS scurry to keep up with the flow;

A glistening pearlescent Rolls Royce.

A fire engine red Ferrari.

A classic two tone Corniche in tan and burgundy.

And finally a broken down Citroen in rust bucket red and spackle gray RUMBLES up to the front of the club with a disgruntled Stanley behind

the wheel.

A car hop attempts to open the door, but it's rusted shut. Stanley throws his shoulder into it and the door finally pops open with a SCREECH of

metal. Stanley nearly tumbles out into the street.

He smiles nervously at a high class couple looking with disdain at the eyesore-mobile. He pats the hood.

STANLEY

It's a classic.

The car hop jumps in and tries to throw the car into gear with a horrible GRINDING. He finally waves over two other car hops who quickly push

it off down the street.

CHARLIE

Hey, Stanley. Nice wheels. What

is that, a Rolls Canardley?

STANLEY

A what?

CHARLIE

You know, a Rolls Canardley.

Rolls down one hill canardley roll

up the next.

(he cracks up)

STANLEY

We are not discussing the car,

okay?

CHARLIE

Whatever you say, man.

Charlie gestures expansively towards the club.

CHARLIE

What do you think? Pretty

terrific, huh? This place make

Sodom and Gomorrah look like

Mayberry.

Stanley now notices a life-sized poster of Tina Carlyle standing by the main entrance that reads "Featuring the Musical Stylings of Miss Tina

Carlyle."

STANLEY

Hey, isn't that...

CHARLIE

Right. The wet dream from the

bank.

(pauses)

Hold on... I think I see my future

ex-wife.

Two rather tacky looking GIRLS beckon Charlie from the crowd.

GIRLS

Hey Charlie! Charlie!

CHARLIE

(waves)

We're in luck. It's Barbie and

Pebbles.

STANLEY

Doesn't it bother you that all

the women you know are named after

cartoon characters?

Barbie and Pebbles hurry over through the crowd.

BARBIE

We've been waiting out here for

hours. Can you get us in?

CHARLIE

No, problemo. Ladies, this is my

pal Stanley Ipkiss.

(leans closer)

Stanley's very influential in the

banking business.

Charlie is truly in his element as he elbows his way through the crowd dragging his entourage with him.

EXT. THE FRONT DOOR

Charlie finally makes through the crush of badies at the entry way's velvet ropes and calls to one of the two hulking BOUNCERS that guard the

door.

CHARLIE

Hey Bobby! Bobby, buddy. What's

happening man?

Bobby completely ignores Charlie as he ushers a pasty faced ROCK STAR and his underage TARTLET past the ropes.

CHARLIE (CONT.)

(to the girls)

This will just take a second.

(to the other bouncer)

Yo Nick! It's me... Charlie!

Nick is also completely oblivious.

STANLEY

Forget it, Charlie. I refuse to

stand here waiting to be judged

by these power-mad steroid

jockeys.

CHARLIE

How much cash you got on you?

STANLEY

What?

CHARLIE

You heard me. How much you got?

STANLEY

I dunno, fifty or sixty bucks.

CHARLIE

Hand it over.

STANLEY

No way.

CHARLIE

Hey, I'll pay you back! I'm only

carrying plastic. C'mon man, you

want to stand out here all night?

Stanley begrudgingly starts to count out some cash. Charlie snatches the whole wad and elbows his way back around to the ropes.

CHARLIE

(subtly flashing bills)

Hey Bobby!

Bobby's uncanny tip radar suddenly lights up.

BOBBY

Charlie, how you doin' man? Long

time no see.

Bobby unsnaps the rope for Charlie and gets the cash handshake he longs for.

The crowd surges around Charlie, Barbie and Pebbles as they step by, briefly cutting Stanley off.

He catches up just as the all-important rope is SNAPPED closed.

STANLEY

Hey, wait a minute! Charlie!

But Charlie and the girls have already been whisked inside. Dorian now steps out of the club and begins to check Bobby's list.

STANLEY (CONT.)

I'm with them! Hey, Bobby!

But Bobby is back into his deaf and dumb routine. Stanley unsnaps the rope himself and starts throgh. Bobby and BOUNCER #2 immediately

grab Stanley and quickly subdue him.

STANLEY

Hey! Leggo... awk!

Dorian glares at Stanley.

DORIAN

Lose him.

The bouncers drag Stanley through the crowd and unceremoniously toss him out into the rain- slick street.

ANGLE ON THE STREET

Stanley slowly rises, smoothing out his disheveled clothing. A horn BLARES and Stanley scrambles to one side as a limo swings into the

club's alleyway, splattering him with a wave of muddy water.

Stanley wipes the mud from his eyes just in time to see Tina Carlyle escorted from the back of the limo by a CHAUFFEUR carrying an umbrella.

She's shoe-horned into a heart-stopping red dress that's fighting a losing battle to restrain her decolletage.

Their EYES MEET. Tina pauses as she recognizes him.

TINA

(smiles)

Oh... Stanley. Hi.

Stanley realizes he looks ridiculous but gives a pathetic little wave hello anyway.

TINA (CONT.)

Are you okay?

Stanley gestures "no problem" and tries to strike a casual pose against a street lamp, but slips and nearly falls.

With a SQUEAL of grinding gears and the KA-POW of a backfire, the car hop pulls Stanley's battered loaner right up behind him.

Stanley flashes a last nervous smile at Tina, and digs for the car hop's tip money... nothing.

He shrugs apologetically to the disgusted car hop and climbs in. The car RATTLES, COUGHS the finally ROARS off in a cloud of noxious

exhaust fumes.

DISSOLVE TO:

EXT. TAHOOCHIE BRIDGE - NIGHT

A forlorn looking spot on the outskirts of Edge City. We can hear Stanley's car SPUTTERING and POPPING along before it actually pulls into

sight on the dark rain-slick street.

INT. CAR

Stanley drives along in a miserable daze. Suddenly the engine starts KNOCKING violently and the car dies.

EXT. BRIDGE

Steam HISSES from the radiator as the car slowly rolls to a stop. Stanley GRINDS the ignition key again and again trying futilely to restart the

engine.

Finally, Stanley fights his way out of the rusted door with a SQUEAL of metal, turns and kicks the bumper: which promptly falls off with a

resounding CLUNK.

Beat.

The front axle collapses, the tires fall off and the driver's side door CLATTERS to the ground.

Stanley stands there staring at the steaming heap of useless metal: his mind a complete blank.

He slowly turns, looking down at the black brackish water swirling along beneath the Tahoochie Bridge. A wave of melancholy sweeps over

him. Stanley plucks a button from his coat and watches as it drops down: down to the river below.

Suddenly, something catches Stanley's eye: a BODY, floating along in the darkness. He snaps back to reality.

STANLEY (CONT.)

Hey: Hey mister!

EXT. RIVER BANK

Stanley rushes down the slippery embankment beneath the bridge. He spots the body dead ahead, floating along in the moonlight and hurries

as fast as he can.

CAMERA DOLLIES with Stanley as he scrambles down the slope; a black cat YOWLS as it races past him. He steps on and shatters a

discarded mirror, and he ducks under an old ladder that leans against the bridge's foundation as he finally reaches the shore.

Stanley splashes into the waist deep water just in time to catch the body as it floats by.

CLOSER - BODY

As Stanley grabs it, the "body" falls to pieces: revealing that it's nothing but a trash bag, an old tire and some floating bits of garbage all

clinging to the "head": an old wooden Mask.

Stanley shakes his head in disgust: some lifesaver.

Stanley inspects the Mask more closely; strange ritualistic symbols carved into a puckish face with a leering grin and eerie empty eye holes.

The faintest sound of a haunting "Mask SFX Theme" rises as Stanley turns the Mask around and inspects the inside: slowly bringing it

closer and closer to his face. The surface of the Mask begins to SHIMMER.

But then: RIBET! A frog jumps out of it, right into Stanley's face. Stanley nearly loses his footing on the slippery river bottom.

Suddenly a blinding SPOTLIGHT shines down from the bridge and an amplified voice calls out from a squad car.

POLICEMAN

Hey, you! What are you doing down

there?

Stanley squints into the light, trying to think of a reasonable answer.

STANLEY

I was just looking for:

(holds up Mask)

My mask.

CUT TO:

INT. MONKEY'S PAW - NIGHT

The club is closing up. WAITERS stack chairs on top of tables in the B.G. as Tina gathers her sheet music from her PIANIST.

TINA

Thanks Reno, you're the greatest.

RENO

G'night, doll.

Tina crosses to the bar area where Dorian lounges with DR. FREEZE, SWEET EDDY and CHUN WOO. Dorian toasts her as she pulls up a bar

stool.

DORIAN

That was a great performance,

baby. But not as great as the

one you pulled off at the bank.

TINA

Yeah, well don't get used to it.

I'm not going to start running

cons for you again, Dorian. I'm

a singer now and that's it.

Dorian rolls his eyes at Freeze, "Get her".

DORIAN

Oh, really? And you had such a

red hot career before you latched

on to me?

Tina pours herself a drink.

TINA

Who latched on to who?

DORIAN

Get real, Tina. You'll do what

I say or I'll drop you back where

I found you, slingin' hash and

dodgin' horny peterbuilt drivers.

TINA

(downs a shot)

Don't push me, Nicky. I might

just take a walk I should have

taken a long time ago.

DORIAN

(chuckles)

Easy, baby. Easy.

(to his men)

I love it when she gets pissed.

Dorian scoots over and puts an arm around Tina. She remains cool.

DORIAN (CONT.)

C'mere. You take a hike and who's

gonna kiss you like Dorian Tyrel.

Tina pours another shot.

DORIAN (CONT.)

C'mon. Who?

Tina finally cracks a smile.

TINA

Nobody.

DORIAN

(pulls her close)

That's right, baby. C'mere.

Tina slowly leans in for a kiss, her lips softly parted: but raises a finger to Dorian's lips, stopping him cold. She glances over at Freeze.

TINA

Sorry. I never get personal in

front of the help.

Tina abruptly stands and exits as Freeze glares at her.

Dorian breaks into laughter.

DORIAN

That broad kills me.

DR. FREEZE

She just might, man. The bitch

is trouble.

Dorian pours them all a drink.

DORIAN

C'mon Doctor, lighten up.

(raises his glass)

Here's to Edge City Bank.

May it crack like an egg on Easter

Sunday.

Their glasses CLINK.

CUT TO:

EXT. APARTMENT BUILDING - NIGHT

The police car pulls up in front of Stanley's brownstone and he wearily climbs out.

OFFICER

Okay, Mr. Ipkiss. Try to be a

little more careful next time.

STANLEY

Thanks Officer.

The black and white pulls away and Stanley starts across the empty street.

VOICE

Hey, mister:

Stanley turns.

A razor-cut DEATH'S HEAD PUNKER hops down from a fire escape in a darkened alleyway.

DEATH'S HEAD

You a cop or something?

A half dozen other DEATH'S HEADS appear out of the shadows all decked out in nipple chains, tattoos and other self-mutilation-as-fashion

oddments.

STANLEY

Uh: no. They just gave me a

lift.

DEATH'S HEAD

A cop chauffeur? I never seen

that before. How about you boys?

The other Death's Heads pipe up with "Not Me," "Nope," "Pretty special," etc. as they slowly surround Stanley.

STANLEY

Alright, you guys. It's been a

tough night. I haven't got any

money. I haven't got a car. All

I have is this and you're

welcome to it.

Stanley tosses Death's Head #1 the Mask.

He briefly inspects the funky looking antique, still slick with river slime, then tosses it back. He approaches Stanley.

DEATH'S HEAD

Hey, man. You got us all wrong.

We don't want any trouble. I was

just going to ask you for the

time. That's all. You got the

time?

STANLEY

Uh: yeah.

As Stanley pulls back his sleeve to check his watch, the Death's Head flicks out a butterfly knife. With a FLASH of steel, he slices straight

through Stanley's watch band and snatches the watch.

DEATH'S HEAD

(holding up his prize)

See, I only wanted the time! Heh,

he, heh:

All the punkers laugh like the half-wits they are as Death's Head #1 shoves Stanley into Death's Head #2. #2 pushes him back across to #3 and

so on. Stanley is roughly bounced back and forth more and more violently within the circle of giggling street toughs. He finally breaks free and

scrambles to his front door, still reeling with dizziness. He fumbles with the key and SLAMS the door behind him as the Death's Heads roar with

laughter.

CUT TO:

INT. APARTMENT BUILDING - NIGHT

Stanley's wet shoes SQUEAK as he tiptoes past -

APARTMENT "A" - MANAGER

A sign that reads "Quiet Please" hangs from the doorknob. Stanley continues past it to Apartment "B". Just as he removes his keys - the

Manager's door flies open and MRS. PEENMAN appears. She's an old dragon in hair curlers who will probably live forever just to spite her

relatives.

MRS. PEENMAN

Ipkiss! Do you have any idea what

time it is?

Reflexively, he looks at his (now empty) wrist.

STANLEY

Actually, no.

MRS. PEENMAN

It's three o'clock in the morning!

First, you wake up the entire

building laughing it up with your

pals. Then, you come in and start

squeak -

(sees puddles)

My new carpet! Just look at that!

This is coming out of your

cleaning deposit Ipkiss!

Stanley, battered, bruised and soaking wet is deep in urban shell-shock.

STANLEY

(softly)

Are you done?

MRS. PEENMAN

:Yes.

STANLEY

I think I'll be going to bed now.

Mrs. Peenman SLAMS her door.

INT. STANLEY'S APARTMENT - CONTINUES

Small, full of books but very neat. A few cherished animation cels from 1940s cartoons are framed on the wall. As Stanley locks the door behind

him - he's greeted by MILO, a happy little terrie sized mutt with a big heart.

STANLEY

Hello, Milo.

Milo gets so excited he starts GAGGING and COUGHING.

STANLEY (CONT.)

Easy, buddy. I missed you too.

Stanley pats Milo on the rump, crosses his tiny kitchenette and heads straight into:

THE BEDROOM

Stanley's prized collection of "golden Age" Looney Tunes tapes are neatly displayed on a simple bookshelf.

He tosses the Mask down on his bedside table, pops one of his cherished Tex Avery cartoons into the V.C.R., plops down on his bed and

starts to strip off his shoes and socks.

MILO

enters, holding a Frisbee in his mouth.

STANLEY (CONT.)

C'mon, Milo. I'm beat.

(to the dog YIPS)

Okay, okay. One throw.

Stanley tosses the Frisbee into the air. The disk sails:

OUT OF THE BEDROOM AND INTO THE HALLWAY

Milo runs it down, leaps up, and makes a perfect catch. He trots back to the bedroom, and drops it in Stanley's lap.

STANLEY

Easy. This is the best part.

On the screen a cartoon dog ZZZIPS into frame and drops a frizzing stick of dynamite down a bad guy's pants. KA-BOOM! The dog LAUGHS

maniacally.

Suddenly there is a POUNDING on the wall that rattles Stanley's framed cartoon cels.

STANLEY (CONT.)

(calls out)

Sorry Mrs. Peenman.

With a sigh, he ejects the tape and a much quieter talk show POPS on. Larry King and a guest.

Stanley rises and crosses into the bathroom to wash up.

ANGLE ON T.V.

King's guest, Dr. Arthur Neuman, is replying to a caller.

DR. NEUMAN

That's correct. The truth is we

all wear masks, metaphorically

speaking. We repress the Id:

our darkest desires and hide

behind a more socially acceptable

image of ourselves in order to

cope with the frustrations of our

day to day lives.

Stanley's only half listening though the open bathroom door as he brushes his teeth.

STANLEY

Think I'm repressed, Milo?

Stanley tries a couple of fierce expressions in the bathroom mirror, his mouth foaming with toothpaste.

Milo does that doggie-head-cocked-sideways "What the hell?" look.

STANLEY (CONT.)

(half-heartedly)

Nah.

He spits and rinses.

ANGLE ON T.V.

as King wraps it up, displaying the doctor's book.

LARRY KING

The book is "The Masks We Wear,"

by Dr. Arthur Neuman. Thank you

Dr. Neuman.

Stanley pops off the T.V.with his remote.

STANLEY

No thank you, Dr. Neuman.

As he buttons up his P.J.s, Stanley notices Milo warily sniffing at the strange Mask, which is still lying on the bedside table. A subtle

SHIMMER crosses its surface. Milo WHIMPERS and quickly hops off the bed.

We now begin to hear the "Mask Theme": echoes of the POUNDING Viking drums: growing louder. Haunting whispery VOICES seem to

call to Stanley as he slowly crosses to the bedside. He picks up the Mask and turns it over in his hands running his fingers across the time

work wood. The music builds:

He turns back to the bathroom mirror and slowly raises the Mask to his face. Milo watches apprehensively from beneath the bed.

For an instant - the MASK SHRINK WRAPS like a vacuum over Stanley's head. We hear the PIERCING MASK SFX.

Then, a beat later, the Mask is off with a POP. The SFX STOP.

STANLEY (CONT.)

Whoa.

Stanley studies the old mask, then his own face in the mirror. Everything's status quo. It must have been his imagination.

STANLEY (CONT.)

Naw:

He puts the Mask on again - firmly this time. Milo dives under the bed as:

AN INCREDIBLE METAMORPHOSIS BEGINS:

RUBBERY WOODEN WHIPS shoot out of the Mask and wrap around Stanley's head - locking the Mask in place.

STANLEY'S PAJAMAS magically reweave themselves: growing in all directions.

HIS HEAD THROBS AND EXPANDS, turning lime green as it unites with the Mask.

STANLEY GRABS HIS HEAD - His body begins to move uncontrollably.

Spinning faster and faster like a gyroscope. The SFX get loonier and loonier as he becomes:

A HUMAN TORNADO. Stanley's words are almost unintelligible as his voice jumps one, two, five octaves.

STANLEY

Hellllllllppppmmmmmmmeeeeeeeee:

A HAND reaches out of the twister and locks onto the bedpost. The whirlwind SCREECHES to a halt, causing sparks and smoke to rise from

the singed carpet. The smoke clears revealing:

THE MASK CREATURE

He's dressed in a snazzy zoot suit - a distortion of the paisley material of Stanley's pajamas.

The head is no longer Stanley's. It's large, bald and bright green. The huge bug-eyes glow with mischief. The nose is small, bony and beaked.

The mouth and teeth are enormous and gleaming white as he breaks into a learning grin.

The overall effect is devilishly loony, but not altogether unhuman. In fact, there's something downright charming about him.

The Mask checks himself out in the mirror and likes what he sees.

THE MASK

S-s-s-nazzy!

He SNAPS his bow tie with a crazy gleam in his eyes.

THE MASK (CONT.)

It's party time!

INT. HALLWAY - NIGHT

Trying to ber VERY, VERY quiet, the Mask tiptoes down the darkened corridor. The floor makes a barely audible CREEEEK as the Mask steps

with exaggerated care pst APARTMENT "A" with it's little "Quiet Please" sign. He raises a finger to his lip, making the "SHUSH" sign.

Suddenly - and unexplicably - a ringing ALARM CLOCK leaps out of Stanley/Mask's pocket and starts jittering down the hall.

STANLEY/MASK

O, jeepers--!

Stanley/Mask tries to snag the clock, but it bounces away every time. Frustrated, he pulls a full sized SLEDGEHAMMER from his pocket and

starts POUNDING the floor in an effort to stop the clock. Glancing blows shatter the clock face and most of the works, but those bells just keep

ringing.

The hammer, of course, slams craters the size of manhole covers into the floor and reverberates through the building like THUNDERBOLTS.

The door bursts open and Mrs. Peenman's angry face pops out covered in blue mud pack and framed in curlers. She gets one look at the Mask

with his oversized carnival mallet raised over his head and SCREAMS bloody murder.

The Mask SCREAMS in response, his eyes bugging out on stalks and his mouth expanding to the size of a tuba in mock horror.

Mrs. Peenman's door SLAMS shut and reopens a beat later as she appears cocking an enormous shotgun.

MASK

Easy lady! I was just killin'

time!

The Mask starts ricocheting off the walls HOOTING maniacal laughter as Mrs. Peenman lets loose with both barrels. KA-BOOM.

The Mask bounces off walls as Mrs. Peenman continues to blast away, and finally leaps straight out the window. KEE-RASH.

EXT. APARTMENT - NIGHT

Sending his body SAILING our through the air towards the street seven stories below.

STANLEY/MASK

Ahhhhhhhhhhhhhhhh-

EXT. CITY STREET - NIGHT

SPLAT. Stanley/Mask lands face up in the middle of the street. He slow: painfully starts to rise as a STREET CLEANING machine turns a

corner and RUNS DIRECTLY OVER HIM. The machine disappears down the street as we HOLD on Stanley/Mask's flattened body.

He raises one arm, grabs himself by the head and peels himself off the street. He shakes himself out with one sharp CRACK and straightens his

zoot suit. He's shocked to find a tiny SPOT on his sleeve.

STANLEY/MASK

Hey! You missed a spot!

As if on cue, a SECOND street cleaning machine SLAMS into him and RUNS OVER HIM AGAIN. This time he reinflates himself back into 3-D

by blowing into his thumb and hops up.

STANLEY/MASK

And next time, no starch!

Fully recovered, Stanley/Mask starts down the street, strutting like a prize fighter.

VOICE

Hey mister:

Death's Head punker #1 hops down from his fire esscape behind the Mask.

DEATH'S HEAD #1

(grins evilly)

:You got the time?

The Mask turns to see he is surrounded by the Death's Head punkers. He seems to be delighted by their presence, but now that they see his

face, they're totally freaked.

MASK

(wiggles eyebrows)

Why of course, Cubbie. I got all

the time in the world!

He whips out his forearm (which grows large for emphasis cartoon-style). It's covered with crazily spinning watches, CHIMING cuckoo clocks

and sun dials.

MASK

London, Paris, Rome, standard,

substandard and no standards at

all! And for our English friends

we have: Big Ben!

DEATH'S HEAD #1

Big Ben?

Stanley/Mask KICKS a nearby street post, snapping it in half and sending a large decorative street clock PLUMMETING into the sidewalk.

KA-BONG! It completely obliterates Death's Head #1. The other gang members jump back in shock as the Mask races around the corner.

DEATH'S HEAD #2

Get him!

The Death's Heads pull out nasty homemade weapons and race around the corner into the alleyway.

INT. ALLEY

They come to a screeching halt as they discover Stanley/Mask dressed as a carnival barker. Multicolored lights and Calliope music come from

out of nowhere.

MASK

And for my next trick:

Long pink and blue balloons appear in Stanley/Mask's hands and he instantly goes into a frenzy of twisting and knotting them into an

elaborate balloon sculpture. SQUEAK. SQUEAK. SCREECH.

The Death's Heads are too stunned by the severe weirdness of all this to do anything but stand there and stare. (These guys were no rocket

scientists in the first place.)

MASK (CONT.)

And viola! We have a giraffe!

Sure enough, he's created a first rate balloon sculpture. He hands it to the biggest, dumbest Death's Head, who grins like a little kid upon

receiving it.

The Mask instantly goes into another flurry of motion, sculpting more balloons. SCREECH POP.

MASK (CONT.)

A few more twists of the wrist

and for you, Cubbie.

He hands this next prize to Death's Head #3.

MASK (CONT.)

A French poodle! And finally my

favorite:

He goes into another flurry of motion.

E.C.U. - BALLOON

As the Mask pulls the ends of the knotted balloon, it straightens out and MORPHS into:

MASK (CONT.)

A Tommy gun!

A real one! He immediately sprays the Death's Heads with hot lead. RATATATATATAT!

The greasy punkers dive for cover and scramble out of the alley under a hail of bullets.

Stanley/Mask tosses the gun aside, intoxicated with his newfound powers.

MASK (CONT.)

Wait a minute. This is

incredible! Why, with these

powers I could be a superhero!

I could fight crime: Work for

world peace:

C.U. - THE MASK

MASK (CONT.)

But first!:

CUT TO:

EXT. RIPLEY'S AUTO FINISHING - NIGHT

It's late, but there's still a light on inside.

INT. GARAGE - NIGHT

Burt and Irv, both woozy from drink, attempt to finish a card game. A dozen empty beer bottles and two half eaten chili dogs adorn the table.

Irv takes a big bite of his chili dog and pauses to regard it like a true connoisseur.

IRV

Now these are serious chili dogs.

BURT

I know. Here's the proof:

(lets out a long BUUURP)

Aaah. Even tastier the second

time around.

Irv leans forward and sticks out his index finger.

IRV

Hey Burt, pull on my finger.

BURT

No way, man.

IRV

No, really. Go ahead.

BURT

Irv, don't:

Irv raises a leg anyway and rips off a nasty fart. BRAAAP!

IRV

(proudly)

That, my friend is the sweet smell

of success.

BURT

(shrugs)

No style. I give it a five tops.

IRV

Okay, how about: Soprano.

Irv shifts his weight and hits an amazing high note. PWEEEEEP! Burt is impressed in spite of himself.

BURT

Fine muscle control.

IRV

And now for my grand finale,

THX: The audience is listening!

Irv lets one loose in perfect sensurround.

Suddenly the front door EXPLODES inward. Stanley/Mask stands there SILHOUETTED like a gunfighter from a Clint Eastwood movie.

Irv squints into the light, unable to make out the mysterious figure.

IRV

Hey, 40 watt: we're closed!

Nobody's here.

MASK

Ah: but you're here.

Irv rises.

IRV

What I mean is:

He lets loose a sneaker to help make his point. POOOOT.

IRV

Nobody's here that wants to

help you.

Stanley/Mask now steps into the light.

MASK

But I'm here to help you.

Burt and Irv's eyes go wide as they get a better look at their nemesis. Fear loosens Irv's sphincter and a last feeble bit of gas escapes with a

FWEEP!

Stanley/Mask whirls about with a flourish and pulls two gleaming mufflers from the wall.

MASK

Sounds like you have a little

exhaust problem there!

There's a mad gleam in his eyes as he spins the mufflers like two huge pistols and SNAPS them to a halt.

MASK (CONT.)

We better do a few touch ups

before you have some serious

trouble.

The Mask TWIRLS out of frame like a human tornado.

Camera PUSHES IN past Burt and Irv's shocked expressions into an E.C.U. of the garage's bare light bulb as it JIGGLES on its wire.

We can't see the mayhem, but we can hear wacky/bizarre sound F.X. as the Mask whirls about the garage. WHIZ! SCREECH! BANG! AHOOGA!

BURT AND IRV

No!: Wait! Eeeeeyaah!

SLOW DISSOLVE TO:

As that light bulb becomes the morning SUN peaking over Edge City's skyline. CAMERA PULLS BACK through Stanley's bedroom window:

INT. STANLEY'S APARTMENT - BEDROOM - DAWN

Stanley slowly awakens. He grabs his head and moans, looking and feeling completely hung over. Then suddenly he remembers - and jumps

out of bed with a start.

He looks in the mirror, touching his face. It's the same old Stanley. He looks at his paisley PJ's. Same old PJ's.

He picks up the mask. Same old mask.

STANLEY

A dream: It was only a dream.

Stanley starts to relax. There's a KNOCK at the door.

INT. HALLWAY - DAWN

Stanley's greeted by LT. KELLAWAY (50). This hound-dog of a cop can't help but stare at Stanley's garish pajamas.

LT. KELLAWAY

Nice PJ's pal.

STANLEY

Can I help you?

LT. KELLAWAY

You're Ipkiss? Stanley Ipkiss?

STANLEY

That's right.

LT. KELLAWAY

Some kind of prowler broke in and

attacked Mrs. Peenman.

STANLEY

(swallows hard)

Really? I didn't hear a thing.

LT. KELLAWAY

Then you must be a pretty sound

sleeper, Ipkiss 'cause she

unloaded a couple rounds of 20

ott buckshot five feet from your

door.

Kellaway swings Stanley's door open wider to give him a better view of the damage. Mrs. Peenman stands there in the hall tearfully speaking to

anither OFFICER.

Stanley is flabbergasted to see:

QUICK CUTS

C.U. - The shotgun blasts in the walls.

C.U. - The pot holes left from the mallet.

C.U. - The shattered remains of the wacky alarm clock.

All flashbacks from last night!

STANLEY

(gasps)

That's: impossible!

LT. KELLAWAY

Excuse me?

Stanley quickly pulls himself together.

STANLEY

That's: a, possible. See, I

have this inner ear problem.

(wiggles a finger in his ear vigorously)

Sometimes I can't hear a thing.

KELLAWAY

(skeptical)

Is that a fact?

STANLEY

What?

Kellaway leans closer to speak more loudly, but catches himself and shoots Stanley a dirty look.

KELLAWAY

Forget it.

He hands Stanley his card.

KELLAWAY (CONT.)

Here. You remember anything

unusual about last night, anything

at all, call me.

STANLEY

Sure: thanks.

Stanley SLAMS the door and throws his body against it, his heart pounding in his chest. Milo gives him that curious

dog-head-cocked-sideways look.

STANLEY (CONT.)

Milo, it was real! How could it

all be: real?

Stanley suddenly notices the clock on the wall.

STANLEY (CONT.)

Oh my god. I'm late!

He races into the bedroom.

INT. HALLWAY

Kellaway is taking notes as patiently as he can from Mrs. Peenman.

KELLAWAY

Look, Mrs. Peenman, you gotta

admit your description is pretty

tough to swallow.

MRS. PEENMAN

Then you can choke on it for all

I care. I saw what I saw.

KELLAWAY

Right.

(refers to notes)

A green head the size of a

pumpkin, purple zoot suit and

spats. That's a pretty serious

fashion risk for any

self-respecting second story man.

An OFFICER now hurries up the steps all out of breath.

OFFICER

Lt., we just got an emergency call

from a mechanic on 67th Street.

KELLAWAY

What?

POLICEMAN

Some kind of assault and battery.

Sound pretty bad.

KELLAWAY

(sighs)

Alright. Dont' worry Mrs.

Peenman, we'll find this guy for

you. Officer Deluca here has a

few forms you'll have to fill out.

CUT TO:

INT. STANLEY'S APARTMENT

Stanley rushes around the apartment, but he can't find his keys anywhere. He finishes tying his tie as he searches.

STANLEY

Milo! Keys! Keys!

INT. LIVING ROOM - SAME TIME

Milo's ears prick. He leaps up and immediately starts sniffing around. He pulls a cushion off the sofa and emerges with the keys just as Stanley

comes out, briefcaase in hand.

STANLEY

Good boy.

He pets his dog, takes his keys and starts out the door: but he pauses to take a last look at the mask: It's eerie black eye holes and devilish

grin seem to mock him.

On sudden impulse, he grabs it, hurls it out the balcony's sliding glass door and exits.

SLOW-MO - THE MASK

Sailing end over end through the air.

EXT. BUILDING

As the mask flies out into the sir, a sudden wind kicks up.

The mask arcs back toward the building like a boomerang and lands balanced precariously on a narrow ledge. Its mocking grin seems to glow

with triumph.

CUT TO:

EXT. RIPLEY'S AUTO FINISHING - DAY

The place looks like it's been hit by cartoon graffiti guerrillas: Everything's printed in polka-dots, checks, tartan, etc. The

"Ripley Auto Finishing" sign hangs askew over the doorway. Letters have been sprayed out to read "Rip Off!"

Several REPORTERS and curious ONLOOKERS stand nearby as Kellaway and his men take it all in. PARAMEDICS appear wheeling Burt and

Irv out of the building on two gurneys.

They're both in severe discomfort and look more like cars than men: Bodies spray painted metallic colors, hood ornaments glued to their

foreheads, wire rims under each limb, and gleaming four foot long mufflers sticking out of their rear ends.

They wince in pain at each tiny bump of the gurney.

BURT AND IRV

Ah!: Eeeh!: Ooh!

Paramedic #3 speaks into his emergency radio-phone as Burt and Irv are loaded into the van.

PARAMEDIC #3

I want a proctologist standing

by! Yeah, you heard me! The best

one you can find.

An OFFICER steps out of the building and approaches Kellaway.

OFFICER

We were able to get a description

Lt., but it's pretty weird.

KELLAWAY

(sighs)

Let me guess: Big green head.

Zoot suit.

OFFICER

How did you:

KELLWAY

Whoever this guy is, he's a world

class twisto.

PEGGY BRANDT, an attractive young woman in her mid twenties, appears besides the other reporters and approaches Kellaway, notepad in

hand.

PEGGY

Excuse me, Lt., I'm with the

Evening Star. Can you tell me

what happened here?

KELLAWAY

Sorry. Too early to comment.

PEGGY

It looks like some kind of mob

scare tactic.

KELLAWAY

I said no comment. Now break it

up. This is a crime scene.

As the officers disperse the reporters and other onlookers, Peggy slips away from the group. Even though it's closed off with yellow police

tape, Peggy slips inside the garage.

INT. MECHANIC'S OFFICE - DAY

The empty garage has been turned into a topsy-turvy nightmare. The same cartoon paint job covers the walls. Peggy looks around, sifting

through some papers scattered all over the floor. Nothing.

Then she spies the COMPLAINT BOX. Peggy opens it and pulls out a HANDFUL of pink "comment" slips. She looks at them. Almost all of

them are from one customer - STANLEY IPKISS.

INT. BANK - DAY

Stanley, still looking rumpled and unshaven, hurriedly takes off his coat and powers up his computer. Charlie steps over to his desk carrying a

newspaper.

CHARLIE

What happened to you last night?

The girls and I were looking all

over for you.

STANLEY

I uh, didn't feel so good. I

decided to go home early.

CHARLIE

As a matter of fact, you don't

look so good. You got to take

better care of yourself, man.

STANLEY

How was the club?

CHARLIE

Are you kidding? It was hotter

than a pistol. Did you see the

paper?

STANLEY

No.

CHARLIE

Your girlfriend got a great

review.

Chralie flips open the Entertainment section of the Evening Star. There's a great close-up of Tina singing her heart out with the headline

"Bombshell Explodes at Monnkey's Paw."

MR. DICKEY, the smarmy office manager who is younger than Stanley, now appears.

DICKEY

Ipkiss! You're forty minutes

late! Every time you do that

you're robbing this bank of its

time and money!

STANLEY

Sorry, Mr. Dicky. It won't

happen again.

DICKEY

(snatches newspaper)

If you weren't so busy ogling

girlie pictures you'd get some

work done around here.

CHARLIE

Ah: She's a prospective client

of Stanley's, sir.

DICKEY

(sudden attitude change)

She is? Well: Next time she

comes in see that you send her

directly to my office.

STANLEY

Yes sir, Mr. Dickey.

Dickey tosses the paper back on Stanley's desk and marches off through the bank.

CHARLIE

Look at that little creep. If

it wasn't for his daddy he'd be

out somewhere shakin' down school

kids for lunch money.

Stanley toys with the Kleenex that bears Tina's lipstick "kiss".

STANLEY

You think she ever will come back,

Charlie?

CHARLIE

Who knows? Forget about her,

Stanley. A dame like that is

always looking for the B.B.D.

The bigger better deal. Ask her

what her sign is and she'll say

dollar.

STANLEY

You don't know that. She's an

artist. Maybe she's sensitive.

CHARLIE

Yeah. She can sense a guy's

credit line at two hundred yards.

Stanley, you need a girl you can

depend on. Someone a little more

down to earth... someone like...

ANGLE ACROSS THE BANK

as Peggy Brandt stops by a teller's window, looking sharp and pretty in a blazer and jeans.

PEGGY

Excuse me, can you tell me where

I can find Stanley Ipkiss?

BACK TO CHARLIE

CHARLIE

Like her! Someone like her.

(straightens tie)

As a matter of fact I could use

someone like her myself.

(rises as Peggy approaches)

Hel-lo there. May I be of some

assistance?

PEGGY

Stanley Ipkiss?

Charlie begrudgingly points to Stanley.

PEGGY (CONT.)

Hi. I'm Peggy Brandt. I'm with

the Evening Star.

STANLEY

Oh, hi. I already have a

subscription, thanks.

PEGGY

Oh no, actually I just wanted to

ask you a few questions.

STANLEY

Really? About what?

PEGGY

Ripley Auto Finishing. You're

a customer of theirs aren't you?

STANLEY

I... uh. No. I think you must

have made a mistake.

Peggy produces one of the complaint slips.

PEGGY

Isn't this a form of theirs you

filled out?

STANLEY

(nervous chuckle)

Oh, that Ripley Auto. I guess

I have stopped in there once or

twice, Miss... what did you say

your name was?

PEGGY

Peggy Brandt.

STANLEY

Wait a minute... Peggy Brandt of

"Ask Peggy"?

PEGGY

That's right.

STANLEY

(brightens up)

You printed my letter last year,

remember? "Nice Guys Finish

Last."

PEGGY

You're Mr. Nice Guy? Stanley do

you realize how much mail we got

about that letter? There's

hundreds of women out there who

are looking for a man just like

you.

STANLEY

Are you serious?

PEGGY

Of course. DO you know how hard

it is to find a decent man in this

town? Most of them think monogamy

is some kind of wood.

STANLEY

Why are you covering this story?

PEGGY

They cut my salary. I just can't

make it by on "Dear Peggy"

anymore. The truth is, I want

to be a real reporter and if I

can break this story I know

they'll let me.

(sits closer)

Look Stanley, I know Ripley Auto

is a crooked operation. They may

even have had ties to the Mob.

I'm not out to get you. I just

want the truth.

STANLEY

I wish I knew the truth, Peggy.

I really do.

CUT TO:

EXT. MONKEY'S PAW ENTRANCE - AFTERNOON

A well dressed MAN checks from beneath his sunglasses to see nobody's watching and RAPS on the door. It opens and he quickly disappears

inside.

INT. DORIAN'S OFFICE

Sweet Eddy escorts him inside. The man removes his glasses and glances about nervously. Dorian sits at his desk. Dr. Freeze and Chun Woo

are going over an array of high tech burglary equipment laid out on the air hockey table.

DORIAN

Good afternoon, Councilman Snell.

Nice of you to drop by.

SNELL

Cut the crap. Dorian. What's so

important that I had to come here

in person?

Dorian gazes out the window to the Valhalla Casino.

DORIAN

I got a little job for you, Tom.

I want you to pull the Swede's

gambling license.

SNELL

That's impossible. He was

approved six months ago.

DORIAN

Pull a few strings. Find

something in the fine print. I

don't care how you do it, but do

it. You owe me.

SNELL

(chuckles)

I owe you nothing, you little

piece of shit. I got your

liquor license when nobody else

would touch...

Dorian suddenly EXPLODES, overturning his desk and sending Snell tumbling backwards. In less than a heartbeat, he grabs Snell by his shirt

ffront, SLAMS him up against the wall, SMASHES a whiskey bottle and presses the jagged edge to his throat.

Snell hangs there whimpering. Dorian has a crazed look in his eyes as he gazes at the Councilman's lapel.

DORIAN

(softly)

That's pretty. What is that, a

carnation?

Snell nods. Dorian takes a deep whiff.

DORIAN (CONT.)

Nice. Hey, Eddy... call my

florist. Two dozen pink

carnations to Mrs. Snell with my

regrets over her husband's

untimely accident.

Tears begin to well up in Snell's eyes.

SNELL

(gasping)

No... please. I can do it. I

can make it happen.

Dorian eases back... brushes off Snell's coat.

DORIAN

That's smart. You're a very smart

man. Now pull yourself together.

Look at you.

Dorian picks up an Uzi from Dr. Freeze's equipment.

DORIAN (CONT.)

Shut the Swede down, Snell. We'll

buy him out cheap with a little

collateral the bank is about to

provide us.

(looks at his men)

And Gentlemen... we are going to

be in the casino business.

CUT TO:

EXT. STANLEY'S BROWNSTONE - NIGHT

Distant sirens can be heard over the occasional sound of a gunshot. It's a reasonably peaceful night in Edge City.

INT. STANLEY'S BEDROOM - NIGHT

CAMERA SLOWLY PANS off of Tina's picture, which is now taped to Stanley's dresser mirror... to Stanley himself as he tosses and turns in a

fitful sleep. Milo lies curled up at the foot of the bed. He looks concerned over the little noises Stanley is making in his sleep.

CAMERA PUSHES INTO AN E.C.U. of Stanley as we

DISSOLVE THROUGH INTO:

STANLEY'S DREAM - a 1940s noir-style montage:

Huge soft-lit faces loom over him, one dissolving into the next... Tina, luminous and breathtaking speaks under heavily lidded eyes.

TINA

Or it could be two lovers.

That would be the woman on top,

of course...

Charlie looms up out of the darkness.

CHARLIE

Forget her, Stanley. Ask her what

her sign is and she'll say dollar.

Mr. Dickey appears, glaring down angrily at Stanley.

DICKEY

Every time you're late Ipkiss,

you're robbing this bank!

The shrink from the "larry King Show" floats by on a cloud of pipe smoke.

DR. NEUMAN

We must repress our Id... our

deepest darkest desires.

Finally Tina again standing beside the limo as she was that night in the Monkey's Paw alley:

TINA

Hey, are you okay.

Stanley stands at the curb, but this time he's not splattered with mud. He's decked out in first class Armani and looks suave as hell. He looks

straight into her eyes.

STANLEY

I am now. C'mere, baby.

TINA

(swoons)

Oh, Stanley!

She runs to his arms and they embrace in a passionate kiss. But Tina suddenly pulls back and begins rapidly licking Stanley's ear... which is

kinda weird.

E.C.U. - STANLEY

STANLEY

Tina?

Stanley suddenly realizes Milo is licking his ear... and he's just woken up.

STANLEY (CONT.)

Milo, down.

He pushes Milo away, tosses back the covers and rises out of bed. It's still the dead of night and Stanley is all in a huff from his dream.

He spots Tina's clipping on his dresser mirror and rips it off, upset with himself.

STANLEY (CONT.)

Stupid, stupid. She'd never...

Stanley wheels about and to his complete surprise sees...

THE MASK

Through his bedroom window, propped up on the fourth story ledge. Its leering grin seems to beckon Stanley as we begin to hear the

POUNDING beat of the Mask F.X. theme.

STANLEY

stands transfixed, staring at the moonlit face. He can almost hear echos of faint whispered VOICES calling his name. A deadly siren song above

the pounding drums.

STANLEY

(softly)

No...

He backs away from the window.

E.C.U. - THE MASK

shimmers as the WHISPERS grow louder.

STANLEY

takes a last look at the crumpled picture of Tina in his hand and finally loses control. He bolts from the room.

EXT. BALCONY - NIGHT

Stanley is a driven man as he makes his way out onto the narrow ledge. Milo tugs at his pajama leg, but Stanley kicks him away and climbs out

over the ledge.

THE LEDGE

Stanley wavers precariously on the crumbling masonry, then catches his balance. His face is bathed in sweat as he gazes at the leering face.

F.X. music THUNDERS in his head.

THE MASK

(faint echos)

Stanley... Stanley.

Stanley tries to steady himself, his eyes transfixed on his prize.

STANLEY

Just... one... last... time.

He lurches back out and makes his way one shaky step at a time towards the mask.

MILO

watches from the apratment window, whimpering softly.

C.U. - THE LEDGE

Narrow masonry begins to crumble.

STANLEY

carefully reaches down, his fingers just brushing the mask as he teeters out over nothingness. Night traffic whizzes by down below.

THE MASONRY

cracks away.

STANLEY

SCREAMS as he begins to fall, jamming the mask to his face.

INT. APARTMENT

The window suddenly EXPLODES inwards as the whirling Stanley/Mask tornado bursts into the room. Milo dives for cover.

The tornado scorches the rug as it wheels around the room, then SCREECHES to a halt, revealing the Mask in his full glory. He strikes a grand entrance pose with his arms held high.

MASK

(sings)

I gotta be me! I just gotta be me!

He ZZZIPS into the bathroom

INT. BATHROOM

The Mask sticks the picture of Tina on the bathroom mirror and blows her a kiss.

MASK

(a'la Big Bopper)

Oooooh Bay-bee. I knoooooows what

you likah!

He sprouts a couple of extra arms as he madly brushes his teeth, sprays on cologne and bats himself with a powder puff all at once.

He ZZZIPS into the bedroom.

INT. BEDROOM

The Mask stands before a full length mirror and checks himself out. With a magical "hands are quicker than the eye" move, he changes wardrobe instantly... now posing in an effete fashion victim Don Johnson-style suit.

MASK

The G.Q. look?... Naw.

In a TWINKLING he's changed again: now in MTV Rapper-style over-sized jeans and backwards baseball cap.

MASK (CONT.)

501's?

(shakes his head)

For buttonheads only.

He changes again in a flash... This time he's naked except for his Calvin Klein underwear (his stomach muscles appear super-cut washboard-style).

MASK (CONT.)

Marky Mark, eat your heart out.

He changes one last time and appears in a wild banana yellow zoot suit complete with a snap brim fedora. That's the ticket!

MASK (CONT.)

S-s-s-mokin! Now let's see...

The Mask quickly searches his pockets. He pulls his pants pockets inside out and a moth flutters out.

MASK (CONT.)

What? Seems to be a minor cash

flow problem here! I don't like

to keep a lady waiting, but...

(points a finger in the air)

First things first!

The Mask ZZZIPS out of frame.

CUT TO:

EXT EDGE CITY BANK - NIGHT

The street is quiet and empty, except for a Dipsy Doodle Diaper delivery van parked across from the bank.

INT. TRUCK

Crowded with Dorian's men, it's been set up as a makeshift control room for the robbery. Dr. Freeze SLAPS a clip in his 9mm and looks down through the van's false bottom to Sweet Eddy, who is standing in an open manhole working on a bundle of underground wiring.

DR. FREEZE

What's the E.T.A.?

SWEET EDDY

Another five minutes.

Freeze synchronizes his watch.

DR. FREEZE

Counting down... now.

Freeze presses a button on the side of a miniaturized headset he's wearing

DR. FREEZE (CONT.)

(into headset)

Lookin' good here, my man.

INTERCUT - DORIAN'S OFFICE

He sits at his desk, speaking into a high tech walkie talkie. In the B.G. Dorian's wall-mounted video monitors display live shots of the club in full

swing.

DORIAN

Nice work, Freeze. You boy are

on your own now. I've got to make

sure I'm seen downstairs.

DR. FREEZE (V.O.)

Do it, man. The Doctah is about

to operate.

INT. VAN

Freeze turns to his men.

DR. FREEZE

Gentlemen...

(cocks his gun)

Let's do our duty and grab the

booty.

The burglars gather their gear when suddenly the bank alarm starts RINGING.

Freeze looks down the hole to Sweet Eddy.

DR. FREEZE (CONT.)

What the hell you doin', fool?

SWEET EDDY

Nothing! I didn't do nothing!

FREEZE

(to the others)

C'mon! You keep that motor

runnin'!

EXT. BANK

Freeze and company race across the street with guns drawn.

ANGLE ON THE BANK DOORS

Freeze and Chun Woo flatten themselves on either side of the door as Burglar #4 drops to one knee and quickly picks the lock.

Suddenly the glass doors EXPLODE wide open as a HUMAN WHIRLWIND bursts out of the bank, shoots right past them and zig-zags up the street. Twenty dollar bills slowly drift down onto the stunned robbers in its wake.

In an instant the whirlwind does a U-turn, zig-zag races back up to them and SCREECHES to a halt. The Mask, still in his banana yellow zoot suit and carrying huge sacks of money like Santa Claus, plucks those stray twenties from the air, one, two, three.

>>>

/ The Mask.
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