Being John Malkovich (1999)
      
Directed by Spike Jonze  
      
Written by Charlie Kaufman
   
   
John Cusack ........................... Craig Schwartz 
Cameron Diaz .......................... Lotte Schwartz 
Mary Kay Place ................................ Floris 
Orson Bean ................................ Dr. Lester
Catherine Keener .............................. Maxine
John Malkovich ................ John Horatio Malkovich
   
   
       

                         BEING JOHN MALKOVICH 

 1   INT. CHEERLESS ROOM - DAY                                      1   

     The room is bare, dusty. A ceiling fan turns. The wall clock 
     ticks. Craig, 30 years old and small, sits at a collapsible 
     card table. The only item on the table is a book. Craig picks 
     it up, looks at the jacket. It's entitled "Sit." Craig opens 
     the book. It reads: "sit sit sit sit sit..." over and over, 
     page after page. Craig closes the book. He begins to stand, 
     but thinks better of it, sighs. He looks at the book again. 
     It is now entitled "Die." He opens it up. "die die die die 
     die..." A rooster crows.

                                                          CUT TO:

 2   INT. CRAIG AND LOTTE'S BEDROOM - MORNING                       2   

     Craig jolts awake. A rooster stands on Craig's chest, crowing. 
     Lotte, also 30, in the middle of dressing for work, hurries 
     in and pulls the bird from Craig's chest.

                           LOTTE
               Sorry, hon. I didn't know Orrin Hatch 
               was out of his pen. Good morning.

     Lotte leans down and kisses Craig on the forehead.

                           CRAIG
               Morning.

                           LOTTE
               Gotta run. Shipment of grub worms 
               coming in first thing.

                           CRAIG
               Enjoy.

                           LOTTE
               Craig, listen, honey, I've been 
               thinking... maybe you'd feel better 
               if you got, you know, a job or 
               something.

                           CRAIG
               We've been over this. Nobody's looking 
               for a puppeteer in today's wintry 
               economic climate.

                           LOTTE
               Well, you know, maybe something else 
               until this whole puppet thing turns 
               around.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 2


                           CRAIG
                    (bitterly)
               The Great Mantini doesn't need a day 
               job.

                           LOTTE
                    (sighs)
               Craig, everyone can't be Derek 
               Mantini.
                    (beat)
               Well, grub worms are waiting. Do me 
               a favor?

                           CRAIG
               What?

                           LOTTE
               Would you check in on Elijah? He 
               seems to be a little under the weather 
               this morning.

                           CRAIG
               Which one is Elijah again?

                           LOTTE
               The monkey.

                           CRAIG
               Yeah. Okay.

                                                          CUT TO:

 3   INT. CRAIG AND LOTTE' S GARAGE - MORNING                       3   

     The place is a mess. Vivaldi blasts through cheap speakers. 
     A small marionette stage stands in the back of the garage. 
     The stage is lit and on it is a finely sculpted puppet version 
     of Craig. The "Craig" puppet paces back and forth, wringing 
     its hands with incredible subtlety. We see Craig, above and 
     behind the stage. He is manipulating the puppet. His fingers 
     move fast and furious. The puppet breaks into a dance, a 
     beautiful and intricate balletic piece. Soon the puppet is 
     leaping and tumbling through space, moves that one would 
     think impossible for a marionette. Sweat appears on the real 
     Craig’s brow. His fingers move like lightning. The puppet 
     moves faster and faster. Sweat appears on the puppet's brow. 
     We see that the sweat is being piped from a special device 
     that the real Craig controls. The Craig puppet collapses on 
     the floor of the stage. It puts its hands up to its face and 
     weeps. Craig hangs the puppet, and comes down around the 
     front of the stage. He is heaving. He switches off the music, 
     picks up a beer and takes a swig.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 3


 4   INT. CRAIG AND LOTTE'S LIVING ROOM - DAY                       4   

     The room is filled with penned and unpenned animals of all 
     kinds: snakes, lizards, birds, a dog, cats, etc.

     Craig sits on the couch and looks at the want ads, the TV is 
     on in the background. Elijah, the monkey, sits next to Craig 
     holding his stomach and moaning weakly. On the TV, Derek 
     Mantini is working a 60 foot high marionette from the top of 
     a water tower. The assembled crowd is enthralled.

                           TV ANNOUNCER
               The crowd is enthralled as Derek 
               Mantini, arguably the greatest 
               puppeteer in the history of the world, 
               performs "The Belle of Amherst" with 
               his 60 foot Emily Dickinson puppet, 
               directed by the inimitable Charles 
               Nelson Reilly.

     Charles Nelson Reilly floats by in a hot air balloon.

                           CHARLES NELSON REILLY
               Beautiful, beautiful! Nyong-nyong.

                           CRAIG
               Gimmicky bastard.

     Craig switches off the TV. He comes across an ad for a female 
     puppeteer to teach at a girls school. Craig rubs his chin in 
     thought, then stands with great determination.

     MUSIC IN: TRIUMPHANT

                                                          CUT TO:

 5   INT. CRAIG AND LOTTE'S BEDROOM - DAY                           5   

     Craig searches through Lotte's closet, looking for the right 
     dress.

                                                          CUT TO:

 6   INT. CRAIG AND LOTTE'S BATHROOM - DAY                          6   

     Craig waxes his body, shaves his face.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 4


 7   INT. CRAIG AND LOTTE'S BEDROOM - DAY                           7   

     Craig paints his nails while he chats on the phone. Craig 
     pulls stockings and underwear from Lotte's drawer. Craig 
     picks a wig from a mannequin head on Lotte's dressing table.

                                                          CUT TO:

 8   INT. CRAIG AND LOTTE'S LIVING ROOM - DAY                       8   

     Craig, at the sewing machine, is sewing padding to go onto 
     his chest and around his hips.

                                                          CUT TO:

 9   INT. CRAIG AND LOTTE'S BATHROOM - DAY                          9   

     Craig applies make up in the bathroom mirror.

                                                          CUT TO:

10   INT. CRAIG AND LOTTE'S BEDROOM - DAY                          10   

     Craig, now looking very much like a woman, admires himself 
     in the full length mirror.

                                                          CUT TO:

11   EXT. STREET - DAY                                             11   

     Craig hails a taxi in his get-up. Men on the street turn and 
     leer at him.

                                                          CUT TO:

12   INT. HEADMISTRESS’S OFFICE - DAY                              12   

     Craig and the headmistress chat over tea. Craig is quite 
     animated and charming. The admiring headmistress smiles and 
     nods her head in approval.

                                                          CUT TO:

13   INT. CLASSROOM - DAY                                          13   

     Craig instructs a class of uniformed girls. He draws complex 
     diagrams of puppets on the blackboard. The students are 
     transfixed, except for one troubled girl who eyes Craig 
     sullenly from the back of the room as she plays with a 
     switchblade.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 5


14   INT. THEATER - DAY                                            14   

     Craig guides the hands of the troubled teenage girl, who is 
     trying to manipulate a marionette. The girl looks up at Craig. 
     Her tough facade crumbles and she smiles. Craig smiles back.

                                                          CUT TO:

15   EXT. SCHOOL GROUNDS - DAY                                     15   

     The girls carry Craig on their shoulders. Everyone is joyous.

                                                          CUT TO:

16   EXT. COUNTRY ROAD - DAY                                       16   

     Craig leads the girls in a bike race. Everyone is laughing 
     and screaming. One of the girls notices that Craig is riding 
     a man's bike.

     MUSIC OUT.

                                                          CUT TO:

17   INT. JAIL CELL - NIGHT                                        17   

     Craig sits in a holding cell with several other men. He is 
     still in the dress, but the wig is in his lap and the make-
     up is smeared off. Lotte appears with a cop outside Craig's 
     cell. The door is opened, and Craig, Lotte, and the cop head 
     down the hall.

                                                          CUT TO:

18   INT. CAR - NIGHT                                              18   

     Lotte drives. Craig looks out the window. Both are silent.

                           LOTTE
                    (finally)
               Is the trial date set?

                           CRAIG
               May 11th.

     More silence.

                           LOTTE
               Why'd you do it, Craig?

                           CRAIG
               I'm a puppeteer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 6


     They drive in silence.

                                                          CUT TO:

19   INT. CRAIG AND LOTTE'S LIVING ROOM - MORNING                  19   

     Craig sits on the couch in his bathrobe and studies the want 
     ads. He sees an ad for a company called "WOMYN-TEERS", looking 
     for "an African-American, Lesbian Separatist Puppeteer for 
     Community Outreach." Craig rubs his chin in thought, stands 
     with determination.

     MUSIC IN: SAME AS BEFORE.

                                                          CUT TO:

20   INT. CRAIG AND LOTTE'S BATHROOM - MORNING                     20   

     Craig applies a dark pancake make-up to his face.

                                                          CUT TO:

21   INT. CRAIG AND LOTTE'S BEDROOM - MORNING                      21   

     Craig pulls an afro-style wig off a mannequin head on Lotte's 
     dressing table.

                                                          CUT TO:

22   EXT. STREET - MORNING                                         22   

     Craig, now made up to look like a black, lesbian separatist, 
     hails a cab. Women look at him longingly.

                                                          CUT TO:

23   INT. CAR - NIGHT                                              23   

     Craig, dressed as the black lesbian and beaten to a pulp.  
     sits in the passenger seat. Lotte drives.

                           LOTTE
                    (finally)
               Why, Craig. why?

                           CRAIG
                    (through fat lip)
               I... puppeteeh.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 7


24   INT. CRAIG AND LOTTE'S LIVING ROOM - DAY                      24   

     Craig reads the paper. He comes across an ad: "Female 
     puppeteer wanted for nudist colony marionette staging of 
     'Oh, Calcutta!'" Craig rubs his chin.

                                                          CUT TO:

25   INT. CAR - NIGHT                                              25   

     Craig sits in the passenger seat. He is made up as a woman 
     and wears a full-body rubber "naked woman" suit.

     Lotte drives.

                           LOTTE
                    (finally)
               You know, maybe you should speak to 
               someone about this.

                                                          CUT TO:

26   INT. CRAIG AND LOTTE' S LIVING ROOM - DAY                     26   

     Craig sees a personal ad: "Male puppeteer looking for 
     attractive female puppeteer for friendship, travel, and much 
     much more." Craig rubs his chin, then thinks better of it 
     and sighs. He finds a want ad calling for a “short-statured 
     file clerk with unusually nimble and dexterous fingers needed 
     for speed filing." Craig writes down the address.

                                                          CUT TO:

27   INT. OFFICE BUILDING LOBBY - DAY                              27   

     Craig. in sport coat and tie, studies the business listings 
     board. He finds LesterCorp, and sees that it is located on 
     floor 7 1/2. Craig presses the elevator button and waits. 
     Another man comes and waits next to him. The doors open, and 
     Craig and the other man get in.

                                                          CUT TO:

28   INT. ELEVATOR - CONTINUOUS                                    28   

     The other man presses "9." Craig studies the buttons.

     There is no "7 1/2."

                           MAN #1
               Seven and a half, right?

                           CRAIG
               Uh. yeah.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 8


                           MAN #1
               I'll take you through it.

     The man picks up a crowbar leaning in the corner. He watches 
     the floor numbers light up in succession. After "7" and before 
     "8", the man hits the emergency stop button. The elevator 
     slams to a halt. The man pries open the doors with the 
     crowbar. Revealed is a standard office building hallway, 
     except that from floor to ceiling it is only about four feet 
     high. Everything is scaled down accordingly. The number on 
     the wall across from the elevator is 7 1/2.

                           MAN #1 (CONT'D)
               Seven and a half.

                           CRAIG
               Thank you.

     Craig climbs out onto the 7 1/2 floor.

                                                          CUT TO:

29   INT. SEVEN AND A HALF FLOOR - CONTINUOUS                      29   

     Craig, hunched-over, makes his way down the hallway looking 
     for LesterCorp. He passes a hunched-over man walking in the 
     other direction. They nod to each other.

     Craig finds a door marked "LesterCorp - Meeting America's 
     Filing Needs Since 1922." He enters.

                                                          CUT TO:

30   INT. LESTERCORP RECEPTION AREA - CONTINUOUS                   30   

     All furniture is scaled down to fit into this low-ceilinged 
     space. A few other short men sit reading tiny magazines. 
     Craig approaches Floris, the receptionist.

                           FLORIS
               Welcome to LesterCorp. May we meet 
               your filing needs?

                           CRAIG
               No, uh, my name is Craig Schwartz. I 
               have an interview with Mr. Lester.

                           FLORIS
               Please have a seat, Mr. Juarez...

                           CRAIG
               Schwartz.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 9


                           FLORIS
               Pardon?

                           CRAIG
               Schwartz.

                           FLORIS
               I'm sorry, I'm afraid I have no idea 
               what you're saying right now.

                           CRAIG
               My name is Schwartz.

                           FLORIS
               Money, Miss Warts?

                           CRAIG
               Forget it.

     Craig takes a seat next to the other applicants.

                           FLORIS
                    (calling across the 
                    room)
               Fork ah did?

     The intercom buzzes. Floris picks it up.

                           FLORIS (CONT'D)
                    (to Craig)
               Mr. Juarez?

                           CRAIG
               Yes?

                           FLORIS
               Yex?

                           CRAIG
               I said "yes."

                           FLORIS
               You suggest what? I have no time for 
               piddling suggestions from mumbling 
               job applicants, my good man. Besides, 
               Dr. Lester will see you now. I think 
               that's what he said.

     Craig stands, opens Lester's door, and enters.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 10


31   INT. LESTER'S OFFICE - CONTINUOUS                             31   

     Craig enters. Lester, a giant of an old man, sits hunched 
     behind his tiny desk.

                           LESTER
               Come in, Mr. Juarez. I'd stand, but, 
               well, you know.

                           CRAIG
                    (extending his hand)
               Actually, my name is Craig Schwartz, 
               Dr. Lester.

     Lester flips an intercom switch.

                           LESTER
               Security.

                           CRAIG
               No, it's okay, sir. Just a mixup 
               with your secretary.

                           LESTER
               She's not my secretary. She's what 
               they call an executive liaison, and 
               I'm not banging her, if that's what 
               you’re implying.

                           CRAIG
               Not at all, Dr. Lester. I simply 
               misspoke.

                           LESTER
               Tell me, Dr. Schwartz, what do you 
               feel you can bring to LesterCorp?

                           CRAIG
               Well, sir, I'm an excellent filer.

                           LESTER
                    (crafty)
               You think so, eh? Which comes first, 
               L or... Glooph?

                           CRAIG
               Glooph is not a letter, sir.

                           LESTER
               Damn, you are good. I tried to trick 
               you. Okay, put these in order.

     Lester hands Craig a bunch of index cards. Craig orders them 
     with amazing speed and dexterity. Lester watches, eyes wide.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 11


                           LESTER (CONT'D)
                    (flips intercom switch)
               Floris, get Guinness on the phone.

                           FLORIS (O.S.)
               Gehginnis ondah foam?

                           LESTER
               Forget it.

                           FLORIS
               Fork ah did?

                           LESTER
                    (flips off switch)
               Fine woman, Floris. I don't know how 
               she puts up with this damn speech 
               impediment of mine.

                           CRAIG
               You don't have a speech impediment, 
               Dr. Lester.

                           LESTER
               Flattery will get you everywhere, my 
               boy. But I'm afraid I have to trust 
               Floris on this one. You see, she has 
               her doctorate in speech 
               impedimentology from Case Western.
               Perhaps you've read her memoirs, "I 
               can't understand a word any of you 
               are saying."

                           CRAIG
               No.

                           LESTER
               Pity, it tells it like it is. That's 
               why the eastern, read Jewish, 
               publishing establishment won't touch 
               it. That's a quote from the book 
               jacket. George Will, I think.
                    (beat)
               I apologize if you can't understand 
               a word I'm saying, Dr. Schwartz.

                           CRAIG
               No. I understand perfectly.

                           LESTER
                    (choking up)
               Thank you for being kind enough to 
               lie. You see, I've been very lonely
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 12


                           LESTER (CONT'D)
               in my isolated tower of indecipherable 
               speech. You're hired.  Any questions?

                           CRAIG
               Just one. Why is this floor so short?

                           LESTER
               Low overhead, m'boy. We pass the 
               savings on to you.
                    (laughs heartily)
               But seriously, that's all covered in 
               orientation.

                                                          CUT TO:

32   INT. ORIENTATION ROOM - DAY                                   32   

     It's a small screening room with red velvet seats. There are 
     a few people scattered about the squat theater. Craig is 
     among them. He looks around the room and his eyes rest 
     momentarily on Maxine. She is in her late 20's with close 
     cropped black hair. Her eyes are opaque, her face 
     expressionless, her countenance trance-like. She glances 
     over at Craig, then turns back to the screen. The lights 
     dim. A projector whirs and the screen is illuminated.

                                                          CUT TO:

33   EXT. OFFICE BUILDING - DAY                                    33   

     We tilt up the building.

     MUSIC: Perky Industrial Film Music.

     TITLE: THE 7 1/2 FLOOR

                           NARRATOR (O.S.)
               Welcome to the 7 1/2 floor of the 
               Mertin-Flemmer building. As you will 
               now be spending your work day here, 
               it is important that you learn a bit 
               about the history of this famous 
               floor.

                                                     DISSOLVE TO:

34   INT. 7 1/2 FLOOR - DAY                                        34   

     Don and Wendy, two office workers, crouch in the hall and 
     chat. Both hold cups of coffee.

                           WENDY
               Hello, Don.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 13


                           DON
               Hello. Wendy.

                           WENDY
               Don, I was wondering, do you know 
               why our workplace has such low 
               ceilings?

                           DON
               It's an interesting story, Wendy.
               Many years ago in the late 1800's, 
               James Mertin, an Irish ship captain 
               looking to invest in the future of 
               our great country, came to this town 
               and decided to erect an office 
               building.

                                                          CUT TO:

     OLD FOOTAGE OF CONSTRUCTION CREW WORKING.

                           DON (CONT'D)
               He would call this building the Mertin-
               Flemmer Building, after himself and 
               someone else, who, local legend has 
               it, was named Flemmer.

                                                          CUT TO:

35   INT. 19TH CENTURY OFFICE - DAY                                35   

     An actor playing Mertin sits at a desk and writes with a 
     quill. He appears very stern and has mutton chop sideburns.

                           DON
               One day. Captain Mertin received an 
               unexpected visitor.

     There is a knock at the door.

                           MERTIN
               Enter ye, if ye dare enter.

     A tiny woman enters.

                           TINY WOMAN
               Captain Mertin?

                           MERTIN
               What want ye, girl child?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 14


                           TINY WOMAN
               I am not a child, Captain Mertin, 
               but rather an adult lady of miniature 
               proportions.

                           MERTIN
                    (taken aback)
               I see. Well, it is not my fault that 
               thou art tiny. So if it is charity 
               yer after, then be gone with ye, ye 
               foul demon.

                           TINY WOMAN
               I am not asking for alms, but rather 
               the ear of a kind man with a noble 
               heart.

                           MERTIN
                    (sighs)
               Aye. Speak then if ye must.

                           TINY WOMAN
               Captain Mertin, surely I am a God-
               fearing Christian woman like yourself, 
               but alas, I am afraid that the world 
               was not built with me in mind. Door 
               knobs are too high, chairs are 
               unwieldy, hjgh-ceilinged rooms mock 
               my stature. Nor am I a married lady, 
               Captain. after all, who would marry 
               a person of my dimuntiveness?  So I 
               am forced to work for my few pennies 
               a week as an optometrist. Why cannot 
               there be a place for me to work safe 
               and comfortable?

     Mertin wipes a tear from his eye.

                           MERTIN
               Woman, your story moves me like no 
               other. Me own sister was tiny and 
               then died. Therefore, I shall make 
               ye me wife. And I shall build a floor 
               in my building, between the 7th and 
               8th, which will be scaled down, so 
               from now on there shall be at least 
               one place on God's green Earth that 
               you and your accursed kind can live 
               in peace...

                                                     DISSOLVE TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 15


36   INT. HALLWAY 7 1/2 FLOOR - DAY                                36   

     Don And Wendy crouch and talk.

                           DON
               So that's the story of 7 1/2. Since 
               the rents are considerably lower, 
               this floor has been adopted by 
               businesses which for one reason or 
               another are forced to cut corners.  
               After all... the overhead is low! Ha 
               ha ha!

                           WENDY
               Ha ha ha!

     TITLE: THE END

                                                          CUT TO:

37   INT. ORIENTATION ROOM - DAY                                   37   

     The screen goes dark. The lights go up. Craig looks over at 
     Maxine. She stands and walks past him.

                           CRAIG
               Moving story.

                           MAXINE
               Yes. Unfortunately it's bullshit. 
               The real story of 7 1/2 is so evil 
               that it could never be revealed to 
               Americans raised on sitcoms and happy 
               news anchors.

                           CRAIG
               Is that true?

                           MAXINE
               Well, truth is for suckers, isn't 
               it?.

                           CRAIG
               Listen. I'm Craig Schwartz, just 
               starting out at LesterCorp.

                           MAXINE
               How dreary - to be - Somebody / How 
               public - like a Frog / To tell one's 
               name - the livelong June / To an 
               admiring Bog!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 16


                           CRAIG
                    (proudly)
               Emily Dickinson.

                           MAXINE
               I wouldn't know.

     Maxine walks away.

                                                          CUT TO:

38   INT. CRAIG AND LOTTE' S KITCHEN - NIGHT                       38   

     Lotte chops onions. A parrot sits on her head. Craig stirs a 
     pot on the stove. A monkey leaps from the top of the cabinet 
     to the top of the refrigerator to the kitchen table. A dog 
     watches the monkey and barks at it.

                           PARROT
               Shut up! Shut up! Shut up!

                           CRAIG
               Shut up!

                           LOTTE
                    (to Craig)
               Sorry, honey.

     The dog continues to bark.

                           PARROT
               Sorry honey. Sorry honey.

     An offscreen neighbor pounds the wall.

                           NEIGHBOR (O.S.)
               Shut up!

                           LOTTE
                    (yelling)
               Sorry!

     Lotte grabs the parrot off her head and leaves the room.

                           PARROT (O.S.)
               Help! She's locking me in a cage!

     Lotte reenters.

                           LOTTE
               Isn't that cute? I just taught her 
               that.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 17


                           CRAIG
               Adorable. What time are they supposed 
               to be here?

                           LOTTE
               Seven-ish

                           CRAIG
               We have to make it an early night.

                           LOTTE
               They'll understand. Besides I've got 
               a morning appointment tomorrow with 
               Elijah's shrink. We're getting to 
               the bottom of this acid stomach.

                           CRAIG
                    (not paying attention)
               Hmmm.

                           LOTTE
               Some sort of childhood trauma, she 
               thinks. Possible feelings of 
               inadequacy as a chimp. Interesting, 
               huh?

                           CRAIG
               Hmmm.

     The doorbell rings. The dog barks. The parrot screams.

     The neighbor pounds on the wall.

                                                     DISSOLVE TO:

39   INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT                    39   

     The dining room table is set up. Craig and Lotte and their 
     friends Peter and Gloria are seated and eating dinner. There 
     is an obvious lull in the conversation.

                           PETER
               Good food, Lotte.

                           LOTTE
               Thanks. Craig helped, too, by the 
               way.

                           PETER
               Vegetarian, right?

                           LOTTE
               Yes. All vegetable. all the time.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 18


                           PETER
               Amazing.

     There is another lull. Everyone eats.

                           PETER (CONT'D)
               No kidding about that 7 1/2 floor.  
               Craig?

                           CRAIG
               No kidding, Peter.

                           GLORIA
               That's great. It almost sounds like 
               make-believe.
                    (beat)
               Like a storybook.
                    (beat)
               like a fairy tale.
                    (beat)
               It's really great.
                    (beat)
               So Lotte, when you say all vegetable, 
               do you mean all vegetable entire1y?

                                                          CUT TO:

40   INT. PETER AND GLORIA'S CAR - NIGHT                           40   

     Gloria and Peter drive in silence.

                           GLORIA
               Lotte told me that Eskimos have a 
               lot of words for snow.

                           PETER
               How many?

                           GLORIA
               Ten, I think.

                           PETER
               I wonder why so many.

                           GLORIA
               Because they have a lot of snow.  
               Isn't that interesting?

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 19


41   INT. CRAIG AND LOTTE'S KITCHEN - NIGHT                        41   

     Craig washes the dishes. Lotte dries them. They don’t look 
     at each other.

                                                          CUT TO:

42   INT. LESTERCORP FILE ROOM - MORNING                           42   

     Craig. in a cream colored suit, pours over the file cabinets. 
     Floris watches from the doorway.

                           FLORIS
               You're good.

     Craig turns.

                           CRAIG
                    (over-enunciating)
               Thank you, Floris.

     Floris shrugs, shakes her head.

                           FLORIS
               You're not like the other boys we've 
               had here. Granted, I can't understand 
               what you're saying either, but your 
               soft palette resonates tremendously 
               well and you never ever constrict 
               your epiglottis.

                           CRAIG
               I am a trained performer.

                           FLORIS
                    (swooning)
               Music to my ears! Whatever you said.
               Speak, speak, speak, my magnificent 
               friend, speak!

                                                          CUT TO:

43   INT. HALLWAY 7 1/2 FLOOR - DAY                                43   

     Craig pours himself a cup of coffee. Maxine approaches with 
     an empty cup.

                           CRAIG
               Hello again.

     Craig fills her cup.

                           MAXINE
               Yes, well...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 20


                           CRAIG
               You know, I've been thinking about 
               what you said yesterday, about the 
               orientation film being a cover-up. I 
               think you're on to something.

                           MAXINE
               And fifty other lines to get into a 
               girl's pants.

                           CRAIG
               No, really.

                           MAXINE
               You know, if you ever got me, you 
               wouldn't have a clue what to do with 
               me. That's the thing, Romeo.

     Maxine walks away.

                                                          CUT TO:

44   INT. CRAIG AND LOTTE'S GARAGE - NIGHT                         44   

     Craig is at his workbench, painting the finishing touches on 
     a new puppet. It is beautiful. It is Maxine. Lotte watches 
     quietly from the door. A Lotte puppet hangs from a hook, 
     tangled and dusty.

                           LOTTE
               New puppet?

     Craig is surprised, caught.

                           CRAIG
               Yeah, just an idea I had.

                           LOTTE
               She's very beautiful.

                           CRAIG
                    (shrugging)
               Just an idea I had.

     Craig hangs the puppet, stands, and switches off the light.

                           CRAIG (CONT'D)
               C'mon, let's go to bed.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 21


45   INT. CRAIG AND LOTTE'S BEDROOM - NIGHT                        45   

     The room is dark. Lotte snores lightly. Craig lies there 
     with his eyes open. Quietly, he gets up and leaves the 
     bedroom. Lotte watches him go.

                                                          CUT TO:

46   INT. GARAGE - NIGHT                                           46   

     Craig stands above the puppet stage. He is working both the 
     Craig puppet and the Maxine puppet at the same time.

     The two perform a beautiful and graceful pas de deux.

     They finish in a passionate embrace.

                           CRAIG
                    (quietly)
               I would too know what to do with 
               you.

                                                          CUT TO:

47   INT. FILE ROOM - MORNING                                      47   

     Craig files. Floris watches him from the doorway. Dr.

     Lester watches Floris from behind a cabinet.

                           FLORIS
               Oh, what magic those fingers could 
               work on the right “cabinet.”
                    (strokes Craig's neck)
               Alphabetize me, baby. And don't 
               forget, I comes before U.

     Floris laughs long and hard. Too long and too hard.

                           CRAIG
               Floris, you're very nice, but I'm 
               afraid I’m in love with somebody 
               else.

                           FLORIS
                    (upset)
               I'm afraid I... have no idea what 
               you are saying... you bastard!

     Floris runs from the room. Lester pokes his head out from 
     behind the cabinet.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 22


                           LESTER
               Don't toy with Floris, Schwartz. 
               Why, if I were eighty years younger, 
               I'd box your ears.

                           CRAIG
               I wasn't toying with her, sir. I was 
               just... How old are you?

                           LESTER
               One hundred and five. Carrot juice.
                    (beat)
               Lot's of it. I swear, it's almost 
               not worth it. I piss orange. Oh. and 
               I, have to piss sitting down... like 
               a godamn girly... every fifteen 
               minutes. But nobody wants to die, 
               Schwartz.

                           CRAIG
               I'll keep that in mind, sir.

                           LESTER
               No sir-e-bob, I don't die. But what 
               I do is get older, wrinkled like a 
               former plum that's become the wrinkled 
               prune you see before you.  Oh, to be 
               a young man again, maybe then Floris 
               would care for me.

                           CRAIG
               The elderly have so much to offer, 
               sir. They are our link with history.

                           LESTER
               I don't want to be your godamn link.
               damn you. I want to feel Floris' 
               naked thighs against my own. I want 
               to know passion. I want my body to 
               inspire lust in that beautiful, 
               complex woman. I want her to shiver 
               in a spasm of ecstasy when I penetrate 
               her. Oh, God, the agony of the flesh, 
               Schwartz.

                           CRAIG
               Dr. Lester, while I am flattered 
               that you share your feelings with 
               me, I believe perhaps the workplace 
               is not the most suitable environment 
               for this type of discussion.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 23


                           LESTER
               All right. Meet me at the Juicy-Juice 
               Juice Bar after work today and I'll 
               spill my goddamn guts for you.

     Lester exits.

                           CRAIG
               Shit.

                                                          CUT TO:

48   INT. HALLWAY 7 1/2 FLOOR - DAY                                48   

     Craig squats next to a payphone.

                           CRAIG
                    (into phone)
               I won't be late. I just have to listen 
               to Lester's sexual fantasies and 
               drink carrot juice for a little while. 
               It's a job thing.

     Maxine walks by. Craig grabs her arm, signals for her to 
     wait a minute. She waits.

                           CRAIG (CONT'D)
                    (into phone)
               I gotta go back to work. Yeah, okay.
               You too. Okay. Bye.

     Craig hangs up.

                           MAXINE
               What?

                           CRAIG
               I just wanted to say “hi.” Did you 
               know I still don't know your name or 
               where you work?

                           MAXINE
               Yeah.

                           CRAIG
               How about this, if I can guess your 
               first name within three tries, you 
               have to come out for a drink with me 
               tonight.

                           MAXINE
               Why not?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 24


                           CRAIG
               Great.
                    (watches her face as 
                    he guesses)
               Buuuhhppaahhhhnnn. . . . .
               Muhhhahhhhh. . . . .Mahhhnnnaaa. .
               nollltuuukkkaaaaralllll. . .  
               tashabararassssssuuuuusaaaaaaannnnnn
               naaaaaannnnnnnnncccccceeeeeee.
               . . Mwaaaaaa. . . . .Mahhhhhkkkkk. .
               . sssseeeeeen. Maxine?

                           MAXINE
               Who told you?

                           CRAIG
               I'm right?

                           MAXINE
               Who told you?

                           CRAIG
               That's incredible! Nobody told me! I 
               swear! It's kismet. Maxine! It's a 
               beautiful name. There's a psychic 
               connection. Don't you see? It was 
               meant to be! Maxine! Maxine! Maxine!
               I will shout it from the rooftops!

                           MAXINE
               Somebody told you.

                           CRAIG
               Oh, Maxine, nobody told me. Maxine, 
               Maxine. It just came out of me like 
               a song, Maxine. A beautiful crazy, 
               song, Maxine. Maxine. Maxine!

                           MAXINE
               I am dubious, but I don't welsh. 
               Meet me at The Stuck Pig. Seven 
               o'clock.  You're late, I walk. So 
               help me, if I find out you cheated.

                           CRAIG
                    (in heaven)
               Maxine.

     Craig walks down the hall. A tiny smile flits across Maxine's 
     face.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 25


49   INT. JUICY JUICE BAR - EVENING                                49   

     Lester and Craig sit at a table. There are several emptied 
     glasses of carrot juice in front of Lester. Craig nurses one 
     glass, and keeps checking his watch.

                           LESTER
               Imagine a room full of women. Nubile, 
               blonde, wet with desire, Schwartz. A 
               harem, if you will. Me in leather. A 
               harness, if you like. I am the object 
               of this desire, and all eyes are on 
               me as I speak. “Ladies,” I begin. “I 
               am the love god, Eros. I intoxicate 
               you. My spunk is to you manna from 
               heaven...

                           CRAIG
                    (standing)
               Dr. Lester, it's been really 
               fascinating, but I'm afraid I have 
               to get home to my wife now.

                           LESTER
               Wife, huh? I'd love to meet her, 
               Craig.

                           CRAIG
               Yessir.

                           LESTER
               Shall we say dinner on Friday. Just 
               the two of us?
                    (afterthought)
               You can come too if you like, 
               Schwartz.

                           CRAIG
                    (checking watch)
               That's sounds fine, sir. Gotta run.

     Craig hurries to the door. Lester downs Craig's juice, signals 
     the waiter for more.

                                                          CUT TO:

50   INT. THE STUCK PIG - NIGHT                                    50   

     Maxine sits at the bar, watching her watch. Craig rushes 
     into the room, frantic, out of breath. He spots Maxine and 
     plops himself next to her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 26


                           CRAIG
               Made it. Maxine. Maxine, Maxine, 
               Maxine.

                           MAXINE
               Just.

                           CRAIG
               Buy you a drink, Maxine?

                           MAXINE
               You married?

                           CRAIG
               Yeah. But enough about me.

     Maxine laughs. The bartender approaches.

                           CRAIG (CONT'D)
               What'll you have?

                           MAXINE
                    (to bartender)
               The usual, Barry.

                           CRAIG
                    (to bartender)
               I'll have, like, a beer. Like a 
               Budweiser, or something.

     The bartender walks away.

                           CRAIG (CONT'D)
               I like you. I don't know what it is 
               exactly.

                           MAXINE
               My tits?

                           CRAIG
               No, no, it's your energy or your 
               attitude or the way you carry yourself 
               or...

                           MAXINE
               Christ, you're not a fag are you?  
               Because I don't want to be wasting 
               my time.

     The drinks arrive. Maxine's is in an enormous fishbowl of a 
     glass. It's bright blue, with fruit and marshmallows swimming 
     in it. Paper umbrellas stick out of it, and plastic monkeys 
     hang from the rim.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 27


                           CRAIG
               That's the usual?

                           MAXINE
               Don’t let the girly shit fool you.
               It'd blow your shorts off.

     Maxine downs it like a shot of whiskey. She pushes the empty 
     glass to the bartender.

                           MAXINE (CONT'D)
               Set me up again, Barry.

     The bartender walks away with the empty glass.

                           CRAIG
               I’m not a homosexual. I just like 
               women for more than their bodies. I 
               guess you could say I'm the new 
               American male.

                           MAXINE
               You're a fag or a liar.

                           CRAIG
                    (backpedaling)
               I mean, I am really attracted to 
               you.

                           MAXINE
                    (mocking)
               I mean, I am really attracted to 
               you.  Jesus, you are a fag. We can 
               share recipes, if you like, Darlene.

     Maxine gets up.

                           CRAIG
                    (at a loss)
               No, wait! I like your tits.
                    (beat)
               I love your tits. I want to fuck 
               you.

                           MAXINE
                    (sitting)
               Good. Now we're getting somewhere.
                    (beat)
               Not a chance.

     Maxine's second drink comes. She downs it, pushes the glass 
     toward the bartender.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 28


                           MAXINE (CONT’D) (CONT'D)
               So, tell me about yourself. If you 
               can get your mind out of the gutter 
               long enough, dog-boy.

                           CRAIG
               Well, I'm a puppeteer...

     The bartender comes back with Maxine's drink.

                           MAXINE
                    (to bartender)
               Check.

                                                          CUT TO:

51   INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT                    51   

     Lotte is combing Elijah. Craig enters.

                           CRAIG
               Hi.

                           LOTTE
               Hi.

                           CRAIG
                    (nervous, talking too 
                    much)
               Sorry, I'm so late. Lester just 
               wouldn't let me go. We’re supposed 
               to have dinner with him on Friday. I 
               can get us out of it if you want. 
               He's really amazing, this insane old 
               lech.  It's actually sort of amusing 
               when you get past just how disgusting 
               it is.

     There is a silence. Lotte continues to comb out Elijah.

     Finally:

                           LOTTE
               Did you eat?

                           CRAIG
               Nah. I'm not hungry. I'm sorry I 
               didn't call. It was just, you know, 
               hard to get away.

                           LOTTE
               I was worried.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 29


                           CRAIG
               I'm sorry. How was your evening?

                           LOTTE
               Tom-Tom's puncture wound is infected.

                           CRAIG
               The ferret?

                           LOTTE
               The iguana.

                           CRAIG
               Right.

                           LOTTE
               I dressed the wound. Then I've just 
               been feeding everyone, putting 
               everyone to bed.

                           CRAIG
               Yeah. You want a beer?

                           LOTTE
               No thanks. I'm going to turn in.

                           CRAIG
               All right. I'll be in my workshop 
               for a little while. I'll be in in a 
               little while. I need to unwind a 
               little.
                    (beat)
               I'll be in soon. A little while.

                           LOTTE
               'kay.

     Lotte exits.

                                                          CUT TO:

52   INT. GARAGE - NIGHT                                           52   

     Craig works the Craig and Maxine puppets. The puppets sit on 
     the edge of the small stage and chat. Craig does a pretty 
     fair impersonation of Maxine's voice.

                           CRAIG
                    (as Maxine, fascinated)
               Tell me, Craig, why do you love 
               puppeteering?
                    (as Craig)
               Well, Maxine, I'm not sure exactly.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 30


                           CRAIG (CONT'D)
               Perhaps it's the idea of becoming 
               someone else for a little while. 
               Being inside another skin. Moving 
               differently, thinking differently, 
               feeling differently.
                    (as Maxine)
               Interesting. Would you like to be 
               inside my skin, Craig? Think what I 
               think? Feel what I feel?
                    (as Craig)
               More than anything. Maxine.
                    (as Maxine)
               It's good in here, Craig. Better 
               than your wildest dreams.

     The puppets kiss.

                                                          CUT TO:

53   INT. HALLWAY 7 1/2 FLOOR - DAY                                53   

     Craig waits at the coffee machine. Checks his watch.

     Finally Maxine approaches.

                           CRAIG
               Hi.

                           MAXINE
               You're not someone I could get 
               interested in. Craig. You play with 
               dolls.

                           CRAIG
                    (rehearsed)
               Puppets. Maxine. It's the idea of 
               being inside someone else, feeling 
               what they feel, seeing what they 
               see...

                           MAXINE
               Yikes.

                           CRAIG
               Please, let me explain.

     Craig grabs Maxine's hand and drags her into an empty office.

                                                          CUT TO:

54   INT. EMPTY OFFICE - DAY                                       54   

     Craig pulls Maxine in closes the door.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 31


                           CRAIG
               It's just, and I've never done this 
               before, Maxine, but it's just that I 
               feel something for you. I've never 
               felt this before for anyone, not 
               even my wife. My future is with you, 
               Maxine.

                           MAXINE
               You might want to check those tarot 
               cards one more time.

     Maxine heads for the door. Craig sits on a box. He puts his 
     head in his hands and sighs. Across the room he notices a 
     very small door with a two by four nailed across it.

                           CRAIG
               Another evil secret of the 7 1/2 
               floor.

     Craig pries the two-by-four off and opens the door. It's a 
     dark and wet membranous tunnel inside.

                           CRAIG (CONT'D)
               Holy shit. Maxine is gonna love this.

     Craig lets go of the door and it slams shut.

                                                          CUT TO:

55   INT. LESTER'S OFFICE - DAY                                    55   

     Lester sits at his desk studying an instruction manual for a 
     juicer. The spanking new juicer sits on his desk.

     There is an urgent knocking at the door.

                           LESTER
               Yes?

     Craig rushes in.

                           CRAIG
               Dr. Lester. . .

                           LESTER
               Ah, Craig. Just the fellow I wanted 
               to see.
                    (proudly spreading 
                    his arms)
               Juicer! Easy as pie. Just keep your 
               fingers clear of the blade, and never, 
               never use it while bathing in a tub 
               full of water.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 32


                           CRAIG
               Dr. Lester, I have a question. I was 
               in that vacant office down the hall 
               and I stumbled upon a little door 
               and....

                           LESTER
               Ah. yes, the little door.
                    (checks watch)
               There is a short film on the little 
               door in the orientation room in 
               exactly two minutes. If you hurry, 
               you'll just make it.

                           CRAIG
               Thank you, sir.

     Craig exits. Lester waits a moment. then dials the phone.

                           LESTER
               Put up reel 752.

                                                          CUT TO:

56   INT. ORIENTATION ROOM - DAY                                   56   

     Craig sits in the otherwise empty screening room. The lights 
     dim, the film begins.

     TITLE: THE LITTLE DOOR IN THE VACANT OFFICE

                                                          CUT TO:

57   INT. VACANT OFFICE - DAY                                      57   

     Wendy crouches in the vacant office and studies the closed 
     little door. Don enters. smiling.

                           DON
               Hi. Wendy! What're you up to in this 
               vacant office.

                           WENDY
               Well, Don, I peeked in here, even 
               though I know it's against floor 
               policy. and I discovered that there's 
               a little tiny door in here. Isn't it 
               cute? It's almost like a little 
               dolly's door. I wonder what it’s 
               for.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 33


                           DON
                    (laughing)
               That's right, Wendy, it is against 
               floor policy, but as long as you're 
               here, let me tell you what I know 
               about our cute little door friend.
               Many years ago, this very office was 
               occupied by a kindly old watchmaker 
               named Mr. White.

                                                     DISSOLVE TO:

58   INT. WATCHMAKER'S WORKSHOP - DAY                              58   

     An old man toils away in the dusty office.

                           WHITE
               Hmmm. I must have a small store room 
               to store my merchandise when I am 
               through working on it. I know, I 
               will build a tiny store room. How 
               cute!

                                                     DISSOLVE TO:

59   INT. VACANT OFFICE - DAY                                      59   

                           WENDY
               Wow! That's some story, Don.

                           DON
               Truth is stranger than fiction, Wendy!

     They laugh.

     TITLE: THE END

                                                          CUT TO:

60   INT. ORIENTATION ROOM - DAY                                   60   

     The lights go up. Craig sits there for a moment. An usher 
     pushes a broom down the aisle.

                           CRAIG
               Bullshit.

     Craig exits. The usher mumbles something into a walkie-talkie.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 34


61   INT. VACANT ROOM - DAY                                        61   

     Craig opens the little door and climbs into the membranous 
     hallway. The door slams shut behind him.

                                                          CUT TO:

62   INT. HALLWAY - MORNING                                        62   

     It's dark and wet. The walls are soft and membranous.

     There is a dripping sound. Craig crawls along. Soon something 
     starts to pull Craig as if he is being sucked through a straw. 
     There is a flash of light.

                                                          CUT TO:

63   INT. FANCY DINING ROOM - MORNING                              63   

     The POV of someone reading a newspaper. The person lifts a 
     cup of coffee to his mouth. There is a slurping sound.  The 
     person puts down the coffee cup and the newspaper, and stands 
     up.

                           CRAIG
                    (losing his balance)
               Whoa! What the hell? Where am I?

     We're still in POV. The person walks across the room, picks 
     up his wallet from a coffee table. looks in a mirror and 
     checks his teeth for food. It's John Malkovich.

                           CRAIG (CONT'D)
               Holy shit! It's that actor guy. Shit!
               What's his name? That actor guy!  
               What's happening? Am I inside him? 
               Am I in his brain? Am I him? Is he 
               me?  Does he know I'm here? My brain 
               is reeling! Is his brain reeling?

     Malkovich walks to the front door, opens it, exits his 
     apartment.

                                                          CUT TO:

64   INT. MAXINE'S OFFICE - CONTINUOUS                             64   

     Maxine sits at her desk, eats a sandwich. looks at a fashion 
     magazine, and chats on the phone.

                           MAXINE
               The puppeteer told me he loves me 
               today.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 35


                           MAXINE (CONT'D)
                    (laughs)
               I know. I can't think of anything 
               more pathetic.

                                                          CUT TO:

65   INT. TAXI - CONTINUOUS                                        65   

     John Malkovich's POV from the back seat of the cab. The cab 
     pulls away from the curb.

                           MALKOVICH (V.O.)
                    (resonant throughout)
               The Broadhurst Theater, please.

     The cabbie studies Malkovich in his rearview mirror as he 
     drives.

                           CABBIE
               Say, aren't you that actor guy?

                           MALKOVICH
               Yeah.

                           CABBIE
               John Makel...

                           CRAIG (V.O.)
               John Malkovich! Of course!

                           CABBIE
               Mapplethorpe?

                           MALKOVICH (V.O.)
               Malkovich.

                           CABBIE
               Malkovich!

                           CRAIG (V.O.)
               John fucking Malkovich!

                           CABBIE
               Yeah. I liked you in that one movie.

                           MALKOVICH (V.O.)
               Thank you.

                           CABBIE
               The one where you're that jewel thief.

                           MALKOVICH
               I never played a jewel thief.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 36


                           CABBIE
               Who am I thinking of?

                           MALKOVICH
               I don't know.

                           CABBIE
               I'm pretty sure it was you. Hey, 
               could I get your autograph now? It's 
               for .... oh, what the hell, it's for 
               me! I'm your biggest fan!

                           MALKOVICH
               Yeah, okay.

     The cabbie hands a pad back over the seat. Malkovich reaches 
     for it. There is a slurping sound.

                           CRAIG (V.O.)
                    (panicky)
               Ahhhh!

     The image starts to fade, then suddenly goes black.

                                                          CUT TO:

66   EXT. DITCH - DAY                                              66   

     It’s on the side of Jersey Turnpike. There is a “pop” and 
     Craig falls from nowhere into the ditch. He is soaking wet, 
     and now dirty from the ditch. He stands, looks confusedly 
     around, sees a N.J. Turnpike sign. After a moment, he goes 
     to the side of the road and sticks out his thumb.

                                                          CUT TO:

67   INT. MAXINE'S OFFICE - LATER                                  67   

     Maxine sits behind her desk with her feet up, and talks on 
     the phone.

                           MAXINE
               Absolutely, doll. I'm just about to 
               close up here.

     Craig walks in disheveled and exhausted. Maxine sees him, 
     keeps talking.

                           MAXINE (CONT'D)
                    (into phone)
               Meet you at “The Pig” in twenty 
               minutes.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 37


                           MAXINE (CONT'D)
                    (laughs lasciviously)
               Oh yeah, maybe I'll keep my legs 
               closed till then.
                    (hangs up. to Craig)
               I'm splitting for the day. Lock up 
               for me, won't you, darling.

     Maxine stands, puts some stuff in her purse.

                           CRAIG
               Don't you want to know what happened 
               to me?

                           MAXINE
                    (considers)
               No.

     Maxine heads for the door. Craig grabs her arm.

                           CRAIG
               This is important!

                           MAXINE
                    (looking at his hand 
                    on her arm)
               It better be.

     Craig sits Maxine down in a chair, lets go of her arm.

                           CRAIG
               There's a tiny door in that empty 
               office. It's a portal, Maxine. It 
               takes you inside John Malkovich. You 
               see the world through John Malkovich's 
               eyes, then, after about fifteen 
               minutes, you're spit out into a ditch 
               on the side of The New Jersey 
               Turnpike.

                           MAXINE
               Sounds delightful. Who the fuck is 
               John Malkovich?

                           CRAIG
               He's an actor. One of the great 
               American actors of the 20th century.

                           MAXINE
               What's he been in?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 38


                           CRAIG
               Lots of things. He's very well 
               respected. That jewel thief movie, 
               for example. The point is that this 
               is a very odd thing, supernatural, 
               for lack of a better word. It raises 
               all sorts of philosophical questions 
               about the nature of self, about the 
               existence of the soul. Am I me? Is 
               Malkovich Malkovich? Was the Buddha 
               right, is duality an illusion? Do 
               you see what a can of worms this 
               portal is? I don't think I can go on 
               living my life as I have lived it. 
               There's only one thing to do. Let's 
               get married right away.

                           MAXINE
               Is this Malkovich fellow appealing?

                           CRAIG
               Yes, of course. He's a celebrity.

                           MAXINE
               Good. We'll sell tickets.

                           CRAIG
               Tickets to Malkovich?

                           MAXINE
               Exactly. Two hundred dollars a pop.

                           CRAIG
               But there's something profound here, 
               Maxine, we can't exploit it.

                           MAXINE
               Fine. I'll do it myself. I was going 
               to offer a partnership to you, but 
               this way it's more money for me.

                           CRAIG
               You wanted to be partners with me?

                           MAXINE
                    (bored)
               Sure. It'd be fun.

                           CRAIG
                    (pleased)
               Really?
                    (then:)
               But, Maxine, can of worms!
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 39


                           CRAIG (CONT'D)
               End of the world! Illusory nature of 
               existence!

                           MAXINE
               I'll protect you, dollface.

     Maxine reaches over and squeezes his lips affectionately 
     between her thumb and forefinger.

                           CRAIG
                    (in love)
               Oh. Maxine.

                                                     DISSOLVE TO:

68   INT. CRAIG AND LOTTE'S BEDROOM - NIGHT                        68   

     Craig and Lotte are getting into evening clothes.

                           LOTTE
               Don't be ridiculous. There is no 
               such thing as a portal into someone 
               else's brain.

                           CRAIG
               Brain. soul, I'm telling you, Lotte.

     I was right inside him looking out.

     We're going to be rich.

                           LOTTE
               I want to try.

                           CRAIG
               What?

                           LOTTE
               I want to be John Malkovich. Tomorrow 
               morning. Plus I'd like to meet this 
               partner of yours.

                           CRAIG
                    (nervously)
               Well, you know we're going to be 
               very busy tomorrow. I'll tell you 
               what.  Let's do it tonight. Right 
               now.

                           LOTTE
               Now?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 40


                           CRAIG
               Yeah. We'll do it right now. On the 
               way to Lester's house.

                                                          CUT TO:

69   INT. CRAIG AND MAXINE'S OFFICE - NIGHT                        69   

     Craig holds open the small door as Lotte climbs in.

                           CRAIG
               I'll meet you on the turnpike.

                           LOTTE
               I'm scared.

     The door slams shut.

                           CRAIG
               Me too, babe.

     Craig hurries out the door.

                                                          CUT TO:

70   INT. BATHROOM - NIGHT                                         70   

     Malkovich is in the shower. We watch from his POV as he soaps 
     himself. He does this in a sensual manner.

                           LOTTE (V.O.)
               Holy cow!

     Malkovich steps out of the shower, slowly towels himself 
     dry.

                           LOTTE (V.O.) (CONT'D)
               Oh, yes. Yes.

                                                          CUT TO:

71   EXT. DITCH - NIGHT                                            71   

     Lotte lands in the ditch. She is wet and ragged. Traffic 
     whizzes by. Craig turns on the headlights in his parked car. 
     They shine on Lotte. Craig steps out of the car.

                           LOTTE
               I have to go back.

                           CRAIG
               Okay. Maybe tomorrow.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 41


                           LOTTE
               I have to go back now.

                           CRAIG
               We'll talk about it in the car.

     Craig helps Lotte up and toward the car.

                                                          CUT TO:

72   INT. CRAIG AND LOTTE'S CAR - NIGHT                            72   

     Craig drives. Lotte looks distractedly out the window.

                           LOTTE
               I have to go back, Craig. Being inside 
               did something to me. All of a sudden 
               everything made sense. I knew who I 
               was.

                           CRAIG
               You weren't you. You were John 
               Malkovich.

                           LOTTE
                    (tickled)
               I was, wasn't I?
                    (yelling out the window)
               I was John fucking Malkovich!
                    (laughs, then intensely)
               Take me back, Craig.

                           CRAIG
               Tomorrow. We're late for Lester.

                                                          CUT TO:

73   INT. LESTER'S DINING ROOM - NIGHT                             73   

     It's a posh place with flocked wallpaper and candleabras.

     Lester, Craig, and Lotte sit around an elegantly appointed 
     table with all different sorts of juices in front of them. 
     Lotte is still wet. Lester sits quite close to her.

                           LESTER
               Tell me, Lotte, can you understand a 
               word I'm saying?

                           LOTTE
               Yes, of course, Dr. Lester.

                           LESTER
               Oh, be still my heart.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 42


                           LOTTE
               Dr. Lester, would you point me toward 
               the restroom?

                           LESTER
               With immense pleasure, my dear. Down 
               that hall, ninth door on the left.
               Watch the step down. It's sunken, 
               you know.

     Lotte smiles, and heads down the hall.

                           CRAIG
               Dr. Lester...

                           LESTER
               More beet-spinach juice, my friend?

                           CRAIG
               No thank you sir. It's delicious, 
               though. I just wanted to thank you 
               for the opportunity to work at 
               LesterCorp, but I'm afraid I'm going 
               to have to tender my resignation 
               effectively immediately.

                           LESTER
               I see. Are you unhappy at our little 
               company?

                           CRAIG
               No sir, not at all. It's just that 
               I'm going to open my own business 
               and...

                           LESTER
               And what sort of business will this 
               be? If you don't mind my asking.

                           CRAIG
               Uh, import-export. Olive oil. Right 
               on 7 1/2 actually.
                    (beat)
               In the vacant office. So we'll still 
               be seeing each other.

                           LESTER
               The vacant office. I see. Olive oil.
               Interesting. Be warned, Schwartz, 
               there are certain “doors” which should 
               never be opened.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 43


74   INT. LESTER'S HALLWAY - NIGHT                                 74   

     Lotte walks down the ritzy hallway. She is counting closed 
     doors in search of the bathroom. She opens a door, looks 
     inside, gasps, then enters the room.

                                                          CUT TO:

75   INT. LESTER' S ROOM - CONTINUOUS                              75   

     Lotte enters the room. It is dark. At the far end there is 
     what amounts to a candle-lit shrine to John Malkovich.

     The centerpiece of the shrine is an enormous photograph of 
     Malkovich bordered by a garland of flowers. Lotte stares at 
     it for a moment, then drops to her knees in front of it.

                                                          CUT TO:

76   INT. CRAIG AND LOTTE' S BATHROOM - NIGHT                      76   

     Lotte has just taken a shower. She towels herself dry in 
     much the same way as Malkovich. Her eyes are closed. She 
     opens them slowly and sees herself in the mirror.

     Disappointedly. she drops the towel and heads out of the 
     bathroom.

                                                          CUT TO:

77   INT. CRAIG AND LOTTE'S GARAGE - NIGHT                         77   

     Craig sits at his work table. He is pulling the heads off of 
     the Craig and the Maxine puppets. He puts the Maxine head on 
     the Craig puppet. He sighs.

                           CRAIG
               My kingdom for your portal, Maxine.

                                                          CUT TO:

78   INT. CRAIG AND MAXINE'S OFFICE - MORNING                      78   

     Maxine sits at her desk composing an ad. Craig stands behind 
     her, ostensibly looking over her shoulder, but actually 
     studying the back of her head. He sighs.

                           MAXINE
               Okay. Here it is.
                    (reading)
               Ever want to be someone else?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 44


                           MAXINE (CONT'D)
               Now you can. No kidding. Only two 
               hundred dollars for fifteen minutes. 
               Visit J.M. Inc., Mertin-Flemmer 
               Building.  etcetera etcetera.

                           CRAIG
               Sounds good. Oblique but intriguing.
               Phone it in.

     Maxine dials the phone. Lotte enters.

                           CRAIG (CONT'D)
               Lotte! Why aren't you at the pet 
               shop?

                           LOTTE
               Fuck pets. Is this your partner? I 
               had to come back and do the Malkovich 
               ride again. Fuck everything else. Is 
               this her?

                           MAXINE
                    (into phone)
               Yes, hello, I wanted to place an ad.
                    (to Lotte)
               Hi, are you Craig's wife?

                           LOTTE
               Yes, Hi.

                           CRAIG
               Lotte, Maxine. Maxine, Lotte.

     Lotte and Maxine shake hands.

                           LOTTE
               Hi. Have you done Malkovich yet?

                           MAXINE
               Hi, uh.
                    (into phone)
               Hi. I wanted to place an ad. Yes.
               "Ever want to be someone else?" No, 
               that's the ad, but let's talk about 
               you in a minute. "Ever want to be 
               someone else? Now you can. No 
               kidding..."

                           CRAIG
                    (to Lotte)
               Why aren't you at work?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 45


                           LOTTE
               I've been going over and over my 
               experience last night. It was amazing.
                    (beat)
               I've decided I'm a transsexual. Isn't 
               that the craziest thing?

                           CRAIG
               What, are you nuts? That's Oprah 
               talking.

                           LOTTE
               Everything felt right for the first 
               time. I need to go back to make sure, 
               then if the feeling is still there.
               I'm going to speak to Dr. Feldman 
               about sexual reassignment surgery.

                           CRAIG
               This is absurd. Besides Feldman's an 
               allergist. If you're going to do 
               something, do it right.
                    (beat)
               It's just the thrill of seeing through 
               someone else's eyes, sweetie.
               It'll pass.

                           LOTTE
               Don't stand in the way of my 
               actualization as a man, Craig.

                           MAXINE
                    (hanging up the phone)
               Let her go, Craig. I mean “him."

                           CRAIG
                    (anything for Maxine)
               Yeah, okay.
                    (opens the portal 
                    door)
               I'll pick you up.

     Lotte enters. Craig closes the door. stands there.

                           MAXINE
               You better hurry. Traffic.

     Maxine tosses Craig his car keys. He heads out the door.

     Maxine dials the phone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 46


                           MAXINE (CONT'D)
                    (into phone)
               Davey? Max. Get me John Malkovich's 
               home phone? That's great. Love ya 
               and owe ya.

                                                          CUT TO:

79   INT. JOHN MALKOVICH'S LIVING ROOM - DAY                       79   

     Malkovich's POV. He sits on the couch. drinks coffee, and 
     reads a copy of Awake and Sing. Bach plays on the stereo in 
     the background.

                           MALKOVICH
                    (reading aloud)
               So you believe in God... you got 
               something for it? You worked for all 
               the capitalists. You harvested the 
               fruit from your labor? You got God!

                           LOTTE (V.O.)
               What raw, animal power!

                           MALKOVICH
               But the past comforts you? The present 
               smiles on you, yes?

     The phone rings. Malkovich puts down the script, and picks 
     up the phone.

                           MALKOVICH (CONT'D)
                    (into phone)
               Yeah?

                           MAXINE (O.S.)
                    (telephone voice)
               Mr. Malkovich?

                           MALKOVICH
               Who's calling?

                           MAXINE (O.S.)
               You don't know me, but I'm a great 
               admirer of yours.

                           MALKOVICH
               How'd you get this number?

                           MAXINE (O.S.)
               It's just that I fantasize about you 
               and, well, speaking to you now has 
               gotten me sort of excited and...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 47


                           LOTTE (O.S.)
                    (turned on)
               Oh, I like this.

                           MALKOVICH
               Listen, this is not amusing. Please 
               don't call here any...

                           MAXINE (0.S.) (GIGGLING)
               Ooh, such authority! NY nipples are 
               at attention, General Malkovich, 
               sir.  So I'll be at Bernardo's tonight 
               at eight. Please, please meet me 
               there.  I just adored you in that 
               jewel thief movie...

     Malkovich hangs up the phone.

                           LOTTE (V.O.)
               My God!
                    (attempting thought 
                    control)
               Meet her there. Meet her there. Meet 
               her there. Meet her there. Meet her 
               there...

     Malkovich goes back to his script.

                           LOTTE (CONT'D)
               Meet her there. Meet her there. Meet 
               her there...

     Malkovich picks up a pen and writes: Bernardo's 8:00.

                                                          CUT TO:

80   EXT. DITCH - MORNING                                          80   

     Craig waits. Lotte pops into the ditch. She's wet and slimy.

                           CRAIG
               How was it?

                           LOTTE
               I have to go back tonight. At eight.
               Exactly.

                           CRAIG
               Why?

                           LOTTE
               Don't crowd me, Craig.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 48


81   INT. BERNARDO'S - NIGHT                                       81   

     Malkovich's POV. It's a busy Italian restaurant.

     Malkovich looks around, checks his watch: 8:03. A guy walks 
     up to him.

                           GUY
               Excuse me, are you John Malkovich?

                           MALKOVICH
               Yes.

                           GUY
               Wow. You were really great in that 
               movie where you played that retard.

                           MALKOVICH
               Thank you very much.

                           GUY
               I just wanted to tell you that. And 
               say thank you. I have a cousin that's 
               a retard, so, as you can imagine, it 
               means a lot to me to see retards 
               portrayed on the silver screen so 
               compassionately.

     The guy walks away. Malkovich scans the room. Maxine enters 
     the restaurant. We see her, but Malkovich doesn't single her 
     out of the crowd. She looks around.

                           LOTTE (V.O.)
               Maxine!

     Maxine spots Malkovich. and heads over. He focuses on her.

                           MAXINE
               Hi. I'm so glad you decided to come.
               I'm Maxine.

     Maxine holds out her hand. She is charming. Malkovich takes 
     her hand.

                           MALKOVICH
               I'm John. I didn't think I was going 
               to come, but I felt oddly compelled.
               I have to admit I was a bit intrigued 
               by your voice.

                           LOTTE (V.O.)
               God. she's beautiful. The way she's 
               looking at me. At him. At us.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 49


                           MAXINE
               And the funny thing is. Mr.
               Malkovich, my voice is probably the 
               least intriguing thing about me.

                           LOTTE (V.O.)
               I've never been looked at like this 
               by a woman.

                           MALKOVICH
               Can I get you a drink?

                           MAXINE
               Whatever you're having.

                                                          CUT TO:

82   INT. CRAIG AND LOTTE'S CAR - NIGHT                            82   

     Craig drives. Lotte is soaking wet. She stares out the window.

                           CRAIG
               So how was it? What was he doing?

                           LOTTE
               Oh, you know, not a lot. Just hanging 
               around his apartment. I think he 
               must be a lonely man.

                           CRAIG
               You see, men can feel unfulfilled, 
               too. I'm glad you're realizing that.
               You shouldn't be so quick to assume 
               that switching bodies would be the 
               answer to all your problems.

                           LOTTE
               You're right. You know I was thinking 
               that we should have Maxine over for 
               dinner. Since you two are partners 
               and all. It might be a nice gesture.

                           CRAIG
               I don't know. There's some tension 
               between us. I'd hate to expose you 
               to that.

                           LOTTE
               It'll be okay. I'll fix my lasagna.
               We’ll smoke a joint.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 50


                           (DREAMILY)
               Tensions will melt away.

                                                          CUT TO:

83   INT. CRAIG AND LOTTE'S DINING ROOM - NIGHT                    83   

     Craig, Lotte, and Maxine are seated at the table and eating 
     lasagna. Lotte eyes Maxine. Craig eyes Maxine.

     There is an awkward silence.

                           LOTTE
                    (to Maxine)
               Did you know that Eskimos have not 
               one, but fifty words for snow. It's 
               because they have so much of it.

                           CRAIG
               After dinner I'll show you my puppets.

                           MAXINE
               Ah.

                           LOTTE
               After that I'll introduce you to my 
               favorite monkey, Elijah. He's got an 
               ulcer, due to a suppressed childhood 
               trauma. But we're getting to the 
               bottom of it.
                    (whispers)
               Psychotherapy.

     There is another silence.

                           MAXINE
                    (to no one in 
                    particular)
               The way I see it, the world is divided 
               into those go after what they want 
               and those who don't. The passionate 
               ones, the ones who go after what 
               they want, may not get what they 
               want, but they remain vital, in touch 
               with themselves, and when they lie 
               on their deathbeds, they have few 
               regrets. The ones who don't go after 
               what they want...  well, who gives a 
               shit about them anyway?

     Maxine laughs. There is another silence. Suddenly, at the 
     same moment, both Craig and Lotte lunge for Maxine and start 
     kissing her passionately about the face and neck.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 51


     They stop just as suddenly and look at each other.

                           CRAIG
               You?

     Lotte looks away.

                           MAXINE
               Craig, I just don't find you 
               attractive. And, Lotte, I'm smitten 
               with you, but only when you're in 
               Malkovich. When I looked into his 
               eyes last night, I could feel you 
               peering out. Behind the stubble and 
               the too-prominent brow and the male 
               pattern baldness, I sensed your 
               feminine longing peering out, and it 
               just slew me.

                           CRAIG
                    (disgusted)
               My God.

     Lotte strokes Maxine's face. Craig clears dishes from the 
     table.

                           MAXINE
                    (to Lotte, removing 
                    her hand)
               Only to John, sweetie. I'm sorry.
                    (gets up)
               Thanks for a wonderful dinner.
                    (walks past kitchen. 
                    to Craig)
               No hard feelings, partner.

     Maxine exits. Craig and Lotte look at each other.

                           LOTTE
               I want a divorce.

                                                          CUT TO:

84   INT. CRAIG AND MAXINE'S OFFICE - MORNING                      84   

     It is deadly silent. Craig and Maxine sit at their desks.

     The wall clock ticks. Craig whistles tunelessly, every once 
     in a while looking up and discreetly checking out Maxine. 
     Eventually there is a knock at the door.

                           CRAIG
                    (a little too urgently)
               Come in!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 52


     Erroll, a sad, fat young man enters meekly.

                           ERROLL
               Hello, I'm here about the ad.

                           CRAIG
               Please, have a seat.

     Erroll sits in a chair in front of Craig's desk. He glances 
     nervously over at Maxine.

                           ERROLL
               When you say, I can be somebody else, 
               what do you mean exactly?

                           CRAIG
               Exactly that. We can put you inside 
               someone else's body for fifteen 
               minutes.

                           ERROLL
               Oh, this is just the medical 
               breakthrough I've been waiting for.
               Are there any side effects? Please 
               say no! Please say no!

                           MAXINE
               No.

                           ERROLL
               Long term psychic or physiological 
               repercussions?

                           MAXINE
               No. Don't be an ass.

                           ERROLL
               Can I be anyone I want?

                           MAXINE
               You can be John Malkovich.

                           ERROLL
               Well that's perfect. My second choice. 
               Ah, this is wonderful. Too good to 
               be true! You see, I'm a sad man. Sad 
               and fat and alone. Oh, I've tried 
               all the diets, my friends.  Lived 
               for a year on nothing but imitation 
               mayonnaise. Did it work?  You be the 
               judge. But Malkovich! King of New 
               York! Man about town! Most eligible 
               bachelor! Bon Vivant!
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 53


                           ERROLL (CONT'D)
               The Schopenhauer of the 20th century!  
               Thin man extraordinaire!

                           MAXINE
               Two hundred dollars, please.

                           ERROLL
               Yes. Yes. A thousand times, yes!

     Erroll takes out his wallet.

                                                          CUT TO:

85   EXT. DITCH - DAY                                              85   

     Craig waits by his car, checks his watch. "Pop!" Erroll plops 
     intot the ditch, wet and unkempt. He looks around, sees Craig, 
     charges him with a yell and gives him an enormous bear hug.

                           ERROLL
               Oh, thank you! Thank you! A thousand 
               times, thank you!

                           CRAIG
                    (gasping for air)
               Tell your friends.

                           ERROLL
               Oh, I will, and I have many, many 
               friends and associates, my friend.
               All, by the way, in Overeaters 
               Anonymous. All of them fat and alone 
               like me, all of them dream of being 
               someone else, all of them with John 
               Malkovich as their second choice!

                                                          CUT TO:

86   INT. HALLWAY 7 1/2 FLOOR - DAY                                86   

     The hall outside Craig and Maxine's office sports a long 
     line of crouching fat people, all clutching cash in their 
     hands.

                                                          CUT TO:

87   INT. CRAIG AND MAXINE'S OFFICE - CONTINUOUS                   87   

     Craig kneels at the door and peeks out through the mail slot. 
     Maxine sits at her desk and files her toenails.

                           CRAIG
               This is amazing! We're gonna be rich!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 54


                           MAXINE
               So unbolt the fucking door, Einstein.

     Craig unlocks the door. Lester steps in, closes the door 
     behind him, locks it.

                           LESTER
               You're making a big mistake, Schwartz.
                    (nods to Maxine)
               Ma'am.

                           CRAIG
               Dr. Lester, I don't know what you're 
               talking about.

                           LESTER
               There are rules, boy, procedures, 
               etiquette. This is not a toy. I've 
               been waiting seventy years to utilize 
               this room, grooming myself, quietly 
               setting the stage, performing 
               ablutions, paying tribute, seeing 
               all his motion pictures again and 
               again.  Worshipping, Schwartz, 
               worshipping properly.

                           CRAIG
               You're insane.

                           LESTER
               I am not alone. There are others. We 
               are legion. You will pay for this 
               blasphemy. You will pay dearly.

     Lester exits. Craig looks at Maxine. There is a moment of 
     tension. Finally:

                           MAXINE
               Crackpot.

     Craig opens the door. The first few fat people move noisily 
     into the room.

                                                          CUT TO:

88   INT. DR. LESTER'S ALTAR ROOM - NIGHT                          88   

     Many cloaked people in the room kneeling with candles in 
     hand before the lit photo of Malkovich. Lotte kneels in the 
     back row. They chant:

                           DISCIPLES OF MALKOVICH
               How much do we love you?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 55


                           DISCIPLES OF MALKOVICH (CONT'D)
               We loved you in "Making Mr. Right."  
               That is how much we love you. We 
               even own the director's cut on laser 
               disc. Please accept us into your 
               head as we have accepted you into 
               our hearts. Please let us be you. 
               Amen.

                                                          CUT TO:

89   INT. LESTER'S DINING ROOM - A BIT LATER                       89   

     The worshippers mill about, chatting, drinking coffee, 
     nibbling on cookies.

                           LESTER
               May I have your attention, please. 
               We have a new disciple among us 
               tonight.

                           DISCIPLES OF MALKOVICH
               Hallelujah.

                           LESTER
               She is the wife of Schwartz.

     A stunned hush falls over the group.

                           LOTTE
                    (apologetically)
               I'm getting divorced.

                           LESTER
               No you mustn't, my child.

                           LOTTE
               But why, Son of Malkovich?

                           LESTER
               We need you on the inside, my child.
               To report on his comings and goings, 
               and if need be, to... destroy him...
                    (hands Lotte a gun)
               ...for lack of a better word.

                                                          CUT TO:

90   INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT                    90   

     Craig is putting stuff in boxes. Lotte enters in her cloak.

                           LOTTE
               What are you doing?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 56


                           CRAIG
               I'm moving. Remember? What's with 
               the hooded cloak?

                           LOTTE
               Nothing. Don't go, Craig. I've been 
               thinking. Let's try to work this 
               out.  We've got so much history.

                           CRAIG
                    (still packing)
               You should feed your animals. They're 
               looking peaked.

                           LOTTE
               I'm getting rid of the fucking 
               animals.

                           CRAIG
               What?

                           LOTTE
               I'm getting rid of the animals. I've 
               lost interest. Besides, they're 
               standing between you and me.

                           CRAIG
               No they're not.

                           LOTTE
               You've always hated the animals.

                           CRAIG
               You've always loved the animals.

                           LOTTE
               I'm giving them up. I've changed.
               I've found a new focus.

                           CRAIG
               What's that?
                    (beat)
               Us, of course.

     Craig looks up from his packing. He and Lotte stare at each 
     other for a long while.

                           CRAIG
                    (tenderly)
               Oh, Lot...

     They hug.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 57


                           CRAIG (CONT'D)
               What about Maxine?

                           LOTTE
               Fuck Maxine.

                           CRAIG
               We wish.

     They look at each other and laugh, them fall back into the 
     embrace. They both get faraway looks in their eyes.

                                                          CUT TO:

91   INT. CRAIG AND LOTTE'S GARAGE - NIGHT                         91   

     The clock reads 3:00 AM. Craig, in his pajamas, is working 
     the Craig and Maxine puppets. They make love on the bare 
     puppet stage. Craig seems possessed.

                                                          CUT TO:

92   INT. MAXINE'S BEDROOM - CONTINUOUS                            92   

     The phone rings. Maxine sleepily picks it up.

                           MAXINE
               Yes?

                           LOTTE (O.S.)
               I have to see you. Can you call him 
               and invite us over?

                           MAXINE
               When?

                           LOTTE (O.S.)
               Give me one hour to get inside him.
               Exactly.

     Maxine checks her alarm clock. The time is 3:11 AM.

                                                          CUT TO:

93   INT. CRAIG AND LOTTE'S CAR - NIGHT                            93   

     Lotte drives.

                                                          CUT TO:

94   INT. MAXINE'S APARTMENT - A BIT LATER                         94   

     The doorbell rings. Maxine, in a sheer black nightgown, 
     answers it. John Malkovich stands there.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 58


                           MAXINE
               Thanks so much for coming over.

                           MALKOVICH
               Oh, I'm really glad you called.

     Maxine gestures for him to enter. As Malkovich passes by 
     her, she checks the wall clock. The time is 3:50.

                                                          CUT TO:

95   INT. CRAIG AND MAXINE'S OFFICE - NIGHT                        95   

     Lotte sits on the floor in the dark. She leans, out of breath, 
     against the wall next to the portal and checks her watch. 
     The time is 4:10. She pulls open the door.

                                                          CUT TO:

96   INT. MAXINE'S LIVING ROOM - NIGHT                             96   

     Maxine and Malkovich sit a bit awkwardly next to each other 
     on the couch.

                           MAXINE
               So, do you enjoy being an actor?

                           MALKOVICH
               Oh sure. It's very rewarding...

     The digital clock on the VCR clicks over to 4:11 AM.

     Maxine's look softens, and she kisses Malkovich hard on the 
     lips. He seems surprised, but quickly warms to it. We shift 
     to Malkovich's POV as Maxine begins to unbutton Malkovich's 
     shirt.

                           LOTTE (V.O.)
               Oh my darling. Oh my sweetheart.

                           MAXINE
               I love you, Lotte.

                           LOTTE (V.O.)
               Maxine...

                           MALKOVICH
                    (stopping)
               I'm sorry, did you just call me 
               "Lotte"?

                           MAXINE
               Do you mind?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 59


                           MALKOVICH
                    (thinking)
               No, I guess not. I'm an actor.

     They get back to it.

                           MAXINE
               Oh, my sweet, beautiful Lotte.

                           MALKOVICH
                    (thinks he's playing 
                    along)
               Yes, Maxine, yes.

                           LOTTE (V.O.)
               This is too good to be true.

                                                          CUT TO:

97   INT. CRAIG AND LOTTE'S BEDROOM - NIGHT                        97   

     A sweaty and spent Craig sneaks back into the bedroom. He 
     sees that the bed is empty.

                                                          CUT TO:

98   EXT. DITCH - NIGHT                                            98   

     With a gasp and a wail of release, Lotte pops into the ditch. 
     She is soaking wet and breathes heavily. She just lies there.

                                                          CUT TO:

99   INT. CRAIG AND LOTTE'S KITCHEN - MORNING                      99   

     Craig is hunched over a cup of coffee. The front door can be 
     heard to open. After a moment Lotte appears in the kitchen 
     doorway. She is caked with dirt. Craig looks up at her.

                           CRAIG
               You were him last night, weren't 
               you?

                           LOTTE
                    (quietly)
               Yes.

                           CRAIG
               And he was with her.

                           LOTTE
               We love her, Craig. I'm sorry.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 60


                           CRAIG
               We?

                           LOTTE
               Me and John.

                           CRAIG
               Don't forget me.

                           LOTTE
               Well, you have the Maxine action 
               figure to play with.

     Craig looks down at his coffee.

                           LOTTE (CONT'D)
               I'm sorry. That was nasty.

                           CRAIG
               Life is confusing, isn't it?

                           LOTTE
               Sometimes we're forced to make hard 
               decisions.
                    (beat)
               I'd like for us to stay together, 
               Craig. You know, platonically, if 
               that's possible. I truly value our 
               friendship.

                           CRAIG
               I feel that somehow my parents never 
               prepared me to make this particular 
               decision. Not that I blame them. How 
               could they know? Today's world os so 
               complicated.
                    (beat)
               No. I have to go away now. I'm sorry, 
               Lotte. I'm so sorry.

                                                          CUT TO:

100   INT. CRAIG AND MAXINE'S OFFICE - MORNING                    100   

     Craig enters with red-rimmed eyes. Maxine sits at her desk, 
     actually looking kind of radiant.

                           MAXINE
               You're late.

                           CRAIG
               Are you torturing me on purpose?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 61


                           MAXINE
                    (matter of fact)
               I've fallen in love.

                           CRAIG
               I don't think so. I've fallen in 
               love. This is what people who've 
               fallen in love look like.

                           MAXINE
               You picked the unrequited variety.
               Very bad for the skin.

                           CRAIG
               You're evil, Maxine.

                           MAXINE
               Do you have any idea what its like 
               to have two people look at you with 
               total lust and devotion through the 
               same pair of eyes? No I don't suppose 
               you would. It's quite a thrill, Craig.

     Craig turns and walks out the door.

                                                          CUT TO:

101   INT. HALLWAY 7 1/2 FLOOR - CONTINUOUS                       101   

     Craig hurries past a long line of fat people, all looking 
     eager, all clutching cash.

                                                          CUT TO:

102   INT. LESTER'S OFFICE - MORNING                              102   

     Lester sits at his desk. The intercom buzzes.

                           LESTER
                    (depressing switch)
               Yes, my dear?

                           FLORIS (O.S.)
                    (intercom voice)
               Someone named A Lot of Warts on line 
               two.

                           LESTER
               Thank you, Floris.

                           FLORIS (O.S.)
                    (intercom voice)
               Think, Jew florist?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 62


                           LESTER
                    (pressing line 2)
               Good morning, Lotte!

                           LOTTE (O.S.)
               Dr. Lester, everything's falling 
               apart.

                                                          CUT TO:

103   INT. GUN SHOP - MORNING                                     103   

     Craig is at the counter buying a pistol.

                                                          CUT TO:

104   INT. JUICY-JUICE JUICE BAR - MORNING                        104   

     Lester and Lotte sit at a table. They both have really large 
     glasses of carrot juice in front of them.

                           LOTTE
               I blew it, Dr. Lester.

                           LESTER
               You followed your heart, my child, 
               and that is not necessarily a bad 
               thing.

                           LOTTE
               But now we've lost access to Craig.

                           LESTER
                    (laughs)
               My child, I don't think its a great 
               mystery what Craig's up to.

                                                          CUT TO:

                                                          CUT TO:

105   INT. CRAIG AND LOTTE'S LIVING ROOM - DAY                    105   

     Craig stands still and tense, with gun in hand. We hear the 
     front door unlock. Lotte enters. She does not see Craig. He 
     grabs her from behind as she passes. Lotte screams. Craig 
     holds the gun to her head.

                           LOTTE
               I'm your Goddamn wife. Once you vowed 
               to cherish me forever. Now you hold 
               a gun to my head?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 63


                           CRAIG
               Yeah, well welcome to the nineties.

                           LOTTE
               Suck my dick!

                           CRAIG
                    (slapping her)
               Shut up!

     Lotte is stunned. She feels the muzzle against her forehead. 
     She shuts up. Keeping the gun trained on Lotte, Craig dials 
     the phone. He hands the receiver to her. He holds his ear to 
     the receiver also.

                           CRAIG (CONT'D)
               Tell her you need to see her.

                           LOTTE
                    (to Craig)
               You bastard.

     Craig cocks the pistol.

                           MAXINE (V.O.)
               J.M. Inc. Be all that someone else 
               can be.

                           LOTTE
                    (looking at Craig)
               I have to see you.

                           MAXINE (V.O.)
               Sweetie! Oh, but we can't. It's 
               business hours. I need to keep the 
               membranous tunnel open for paying 
               customers.

                           CRAIG
                    (sotto)
               Tell her, what the hell, close early 
               today, live dangerously.

                           LOTTE
               What the hell, darling. Close early 
               today, live dangerously.

                           MAXINE (V.O.)
               Oooh, doll. I love this new devil-
               may-care side of you. Alrighty, I'll 
               track down Lover-boy, and I'll see 
               both of you in one hour.  Exactamundo.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 64


     Maxine hangs up. Lotte hands the phone to Craig, who hangs 
     it up. Craig opens up the big cage where Elijah is housed, 
     and motions with the gun for Lotte to enter.

                           LOTTE
                    (screaming)
               Help! He's locking me in a cage!

     Craig slaps Lotte hard. She looks at him, almost sadly.

                           NEIGHBOR
               Shut up!

                           PARROT
               Shut up!

                           CRAIG
               Lesson number one: Be careful what 
               you teach your parrot.

     Craig tapes Lotte's mouth, ties her hands and feet.

     Elijah watches him tie her. He becomes somewhat agitated, 
     and holds his stomach.

                                                          CUT TO:

106   INT. BROADHURST THEATER - DAY                               106   

     Malkovich is rehearsing some business on stage. Maxine watches 
     from the house. She anxiously checks her watch, then points 
     to it so Malkovich can see.

                           MALKOVICH
               Tommy, can I take fifteen?

                                                          CUT TO:

107   INT. MALKOVICH'S DRESSING ROOM - DAY                        107   

     Malkovich and Maxine are having sex on the make-up table, 
     against the mirror.

                           MAXINE
               Oh, Lotte... Oh, sweetie...

     We now watch the scene from Malkovich's POV.

                           MALKOVICH
               Maxine...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 65


                           CRAIG (V.O.)
               I can't believe it. This is too good 
               to be true.

                                                          CUT TO:

108   INT. CRAIG AND MAXINE'S OFFICE - DAY                        108   

     Craig is towelling himself off, hurriedly combing his hair. 
     Maxine enters.

                           CRAIG
               You're glowing again.

                           MAXINE
               A girl has a right to glow if she 
               wants. It's in the fucking 
               constitution.

     Maxine sits. Craig smiles to himself.

                                                          CUT TO:

109   INT. CRAIG AND LOTTE'S LIVING ROOM - EVENING                109   

     Craig is feeding the various caged animals. He puts two plates 
     of food in Elijah's cage. Lotte is ungagged and unbound now. 
     She eats as Craig slumps down next to the cage, gun in hand.

                           CRAIG
               It was lovely being you being 
               Malkovich, my dear. I'd never seen 
               the passionate side of sweet Maxine 
               before, or her actual tits for that 
               matter. If only, I've been thinking 
               to myself, if only I could actually 
               feel what Malkovich feels, rather 
               than just see what he sees... And 
               then, dare I say it, if only I could 
               control his arms, his legs, his 
               pelvis, and make them do my bidding.

                           LOTTE
               It'll never happen, fuckface.

                           CRAIG
               Ah, but you're forgetting one thing, 
               Lambchop.

                           LOTTE
               What's that?

                           CRAIG
               I'm a puppeteer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 66


     Craig picks up the phone and dials. He smiles as he holds 
     the receiver up to Lotte's face.

                                                          CUT TO:

110   INT. MAXINE'S APARTMENT - NIGHT                             110   

     Malkovich and Maxine are having sex on Maxine's couch.

                           MAXINE
               Lotte, this is so good...

                           CRAIG (V.O.)
                    (tense, commanding)
               Move right hand across her left breast 
               now. Move right hand across her left 
               breast now. Move right hand across 
               her left breast now.

     Malkovich clumsily, awkwardly moves his hand across Maxine's 
     breast.

                           CRAIG (CONT'D)
               Holy shit, yes!

                           MALKOVICH
               Holy shit, yes!

                           CRAIG (V.O.)
               Holy shit! He said what I said!

                           MALKOVICH
               Holy shit! He said what I said!

                           MAXINE
               Lotte? Is that you?

                           CRAIG (V.O.)
               Yes, yes, sweetheart, yes!

                           MALKOVICH
               Yes, yes, sweetheart, yes!
                    (scared)
               What the fuck is going on? I'm not 
               talking. This is not me!

                           MAXINE
               Oh, Lotte...

     Maxine kisses Malkovich hard on the lips. There is a sucking 
     sound.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 67


111   EXT. DITCH - NIGHT                                          111   

     There is a pop and Craig lands in the ditch.

                                                          CUT TO:

112   INT. MAXINE'S APARTMENT - NIGHT                             112   

     A panicked Malkovich is pulling on his clothes.

                           MALKOVICH
               Something was making me talk. Some 
               Goddamn thing was making me move. I 
               gotta get out of here.

                           MAXINE
               Oh, Dollface, it was just your passion 
               for me taking hold.

                           MALKOVICH
               No, Dollface, I know what my passion 
               taking hold feels like. I gotta go.

     He leaves. Maxine falls back on the couch and sighs 
     contentedly.

                                                          CUT TO:

113   INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT                  113   

     A wet, messy Craig sits next to Lotte's cage. Lotte is bound 
     and gagged.

                           CRAIG
               I did it, sweetie. I moved his arm 
               across your girlfriend's glorious 
               tit. I made him talk. And, oh, there 
               was the beginning of sensation in 
               the fingertips. Ummmm-mmmm! It's 
               just a matter of practice before 
               Malkovich becomes nothing more than 
               another puppet hanging next to my 
               worktable.  Coffee?

                                                          CUT TO:

114   INT. MALKOVICH'S APARTMENT - NIGHT                          114   

     Malkovich paces nervously, a glass of whisky in his hand.

     Kevin Bacon sits on the couch and fiddles with a Rubic's 
     Cube.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 68


                           MALKOVICH
               It's like nothing I've ever felt 
               before. I think I'm going crazy.

                           KEVIN BACON
               I'm sure you're not going crazy.

                           MALKOVICH
               Kevin, I'm telling you... it was 
               like nothing I've...

                           KEVIN BACON
               Yeah yeah yeah. Yadda yadda yadda.
               Were you stoned?

                           MALKOVICH
               Yes, but you see, someone else was 
               talking through my mouth.

                           KEVIN BACON
               You were stoned. Case closed. End of 
               story. How hot is this babe?

                           MALKOVICH
               I think it might've been this Lotte 
               woman talking through me. Maxine 
               likes to call me Lotte.

                           KEVIN BACON
               Ouch. Now that's hot. She's using 
               you to channel some dead lesbian 
               lover.  Let me know when you're done 
               with her. This is my type of chick.

                           MALKOVICH
               I'm done with her now. Tonight really 
               creeped me out.

                           KEVIN BACON
               You're crazy to let go of a chick 
               who calls you Lotte. I tell you that 
               as a friend.

                           MALKOVICH
               I don't know anything about her. 
               What if she's some sort of witch or 
               something?

                           KEVIN BACON
               All the better. Hey, Hot Lesbian 
               Witches, next Geraldo, buddy boy. Ha 
               ha ha.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 69


                           MALKOVICH
               I gotta know the truth, Kevin.

                           KEVIN BACON
               The truth is for suckers, Johnny-
               Boy.

                                                          CUT TO:

115   EXT. APARTMENT BUILDING - MORNING                           115   

     Malkovich, in a baseball cap and sunglasses, leans against 
     the wall. After a moment, Maxine emerges from the building 
     and walks down the block. Malkovich follows at a safe 
     distance.

                                                          CUT TO:

116   INT. 7 1/2 FLOOR - MORNING                                  116   

     The elevator doors are pried open. Its packed. Maxine and a 
     few other people climb out. The last to emerge is Malkovich.  
     He is astounded by the dimensions of the floor. He turns the 
     corner and sees the long line of crouching fat people. Maxine 
     goes into the office and closes the door. Maxine sees "J.M. 
     Inc." stencilled on the office door. He turns to the first 
     fat man and line.

                           MALKOVICH
               Excuse me, what type of service does 
               this company provide?

                           FAT MAN
               You get to be John Malkovich for 
               fifteen minutes. Two hundred clams.

                           MALKOVICH
                    (quietly flipped)
               I see.

                           FAT MAN
               No cutting, by the way.

     Malkovich pounds on the door.

                           FAT MAN (CONT'D)
               No cutting!

     Several fat people jump on Malkovich, and start beating him. 
     Craig steps out of the office.

                           CRAIG
               Hey! Break it up! Break it up!
               Everybody gets a chance to be...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 70


     The fat people climb off Malkovich. His glasses and cap have 
     been knocked off and everyone recognizes him.

                           FAT MAN
               It's him! Oh, we're so sorry Mr.
               Malkovich! I hope me and my associates 
               from Overeaters Anonymous didn't 
               hurt you too terribly.

                           MALKOVICH
                    (to Craig)
               Inside.

                                                          CUT TO:

117   INT. CRAIG AND MAXINE'S OFFICE - CONTINUOUS                 117   

     Craig and Malkovich enter. Maxine looks up, startled, but 
     controlling it.

                           MAXINE
               Darling!

                           MALKOVICH
               What the fuck is going on?

                           CRAIG
               Mr. Malkovich, my name is Craig 
               Schwartz. I can explain. We operate 
               a little business her that...  
               simulates, for our clientele, the 
               experience of... being you, actually.

                           MALKOVICH
               Simulates?

                           CRAIG
               Sure, after a fashion.

                           MALKOVICH
               Let me try.

                           CRAIG
               You? Why I'm sure it would pale in 
               comparison to the actual experience.

                           MALKOVICH
               Let me try!

                           MAXINE
               Let him try.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 71


                           CRAIG
               Of course, right this way, Mr. 
               Malkovich. Compliments of the house.

     Craig ushers Malkovich to the portal door, opens it.

                           MALKOVICH
                    (repulsed by the slime)
               Jesus.

     Malkovich climbs in. The door closes.

                           CRAIG
               What happens when a man climbs through 
               his own portal?

                           MAXINE
                    (shrugs)
               How the hell would I know?  I wasn't 
               a philosophy major.

                                                          CUT TO:

118   INT. MEMBRANOUS TUNNEL - DAY                                118   

     Malkovich crawls through. It's murky. He's tense.

     Suddenly there is a slurping sound.

                                                          CUT TO:

     PSYCHEDELIC MONTAGE

     We see Malkovich hurtling through different environments.

     It's scary: giant toads, swirling eddies of garish, colored 
     lights, naked old people pointing and laughing, black velvet 
     clown paintings.

                                                          CUT TO:

119   INT. RESTAURANT - NIGHT                                     119   

     Malkovich pops into a chair in a swakn night club. He's 
     wearing a tuxedo. The woman across the table from him is 
     also Malkovich, but in a gown. He looks around the restaurant. 
     Everyone is Malkovich in different clothes.

     Malkovich is panicked. The girl Malkovich across the table 
     looks at him seductively, winks and talks.

                           GIRL MALKOVICH
               Malkovich Malkovich Malkovich 
               Malkovich...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 72


     Malkovich looks confused. The Malkovich waiter approaches, 
     pen and pad in hand, ready to take their orders.

                           WAITER MALKOVICH
               Malkovich Malkovich Malkovich?

                           GIRL MALKOVICH
               Malkovich Malkovich Malkovich 
               Malkovich.

                           WAITER MALKOVICH
               Malkovich Malkovich.
                    (Turning to Malkovich)
               Malkovich?

     Malkovich looks down at the menu. Every item is "Malkovich." 
     He screams:

                           MALKOVICH
               Malkovich!

     The waiter jots it down on his pad.

                           WAITER MALKOVICH
               Malkovich.

     Malkovich pushes himself away from the table and runs for 
     the exit. He passes the stage where a girl singer Malkovich 
     is singing sensuously into the microphone. She is backed by 
     a '40's style big band of Malkoviches.

                           SINGING MALKOVICH
               Malkovich Malkovich Malkovich 
               Malkovich...

     Malkovich flies through the back door.

                                                          CUT TO:

120   EXT. DITCH - DAY                                            120   

     Malkovich lands with a thud in the ditch. Craig is waiting 
     there with his van. On its side is painted "See The World in 
     Malk-O-Vision" followed by a phone number.

     Malkovich is huddled and shivering and soaking wet.

                           CRAIG
               So how was it?

                           MALKOVICH
               That... was... no... simulation.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 73


                           CRAIG
               I know. I'm sorry...

                           MALKOVICH
               I have been to the dark side. I have 
               seen a world that no man should ever 
               see.

                           CRAIG
               Really? For most people it's a rather 
               pleasant experience. What exactly 
               did you...

                           MALKOVICH
               This portal is mine and must be sealed 
               up forever. For the love of God.

                           CRAIG
               With all respect, sir, I discovered 
               that portal. Its my livelihood.

                           MALKOVICH
               It's my head, Schwartz, and I'll see 
               you in court!

     Malkovich trudges off along the shoulder of the turnpike.

                           CRAIG
                    (calling after him)
               And who's to ay I won't be seeing 
               what you're seeing... in court?

     Cars whiz by Malkovich. Someone yells from a passing car.

                           MOTORIST
               Hey, Malkovich! Think fast!

     Malkovich looks up. A beer can comes flying out of the car 
     and hits him on the head.

                                                          CUT TO:

121   INT. CRAIG AND LOTTE'S APARTMENT - NIGHT                    121   

     Craig is feeding the animals. His gun is stuck in his pants. 
     He gets to Lotte's cage. She is bound but ungagged. She looks 
     haggard.

                           LOTTE
               Once this was a relationship based 
               on love. Now you have me in a cage 
               with a monkey and a gun to my head.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 74


                           CRAIG
               Things change. Anyway, you gve up 
               your claim to that love the first 
               time you stuck your dick in Maxine.

                           LOTTE
               You fell in love with her first.

                           CRAIG
               Yeah but I didn't do anything about 
               it. Out of respect for our marraige.

                           LOTTE
               You didn't do anything about it out 
               of respect for the fact that she 
               wouldn't let you near her with a ten 
               foot pole, which is, by the way, 
               about nine feet, nine inches off the 
               mark anyway.

                           CRAIG
                    (beat)
               That's true. Oh, God, Lotte, what 
               have I become? My wife in a cage 
               with a monkey. A gun in my hand. 
               Betrayal in my heart.

                           LOTTE
               Maybe this is what you've always 
               been, Craig, you just never faced it 
               before.

                           CRAIG
               Perhaps you're right. I can't let 
               you go though. Too much has happened.
               You're my ace in the hole.

                           LOTTE
               I need a shower.

                           CRAIG
               I'm sorry. Oh God, I'm sorry. I'm 
               some kind of monster. I'm the guy 
               you read about in the paper and go, 
               "he's some kind of monster."

                           LOTTE
               You're not a monster, Craig. Just a 
               confused man.

                           CRAIG
               I love you so much.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 75


                           CRAIG (CONT'D)
                    (dials phone, opens 
                    her cage, puts phone 
                    to her ear)
               But I gotta go now. I've got to go 
               be Johnny.

                           MAXINE (O.S.)
               J.M. Inc. Be all that someone...

                           LOTTE
               We have to meet.

                           MAXINE
               One hour.

     Craig hangs up, tapes Lotte's mouth.

                           CRAIG
               I'll tell you all about it when I 
               get home.

     Craig exits. Lotte fiddles with the ropes on her hands.

     Elijah, slumped in the corner of the cage, blankley watches 
     her moving hands. Suddenly his eyes narrow.

     Something is going on in his brain. We move slowly into his 
     eyes.

                                                     DISSOLVE TO:

122   EXT. JUNGLE - DAY                                           122   

     It is a memory: blurry and overexposed, the color washed 
     out. We see a weathered wooden sign which reads "Africa."

     The sound of running feet, huffing frantic breathing. We 
     watch from up in a tree (Elijah's POV) as two men in safari 
     suits chase a couple of chimps across the jungle floor. The 
     chimps are screaming as the safari men tackle them and tie 
     them up. The safari men laugh.

                           SAFARI MAN
               Well, there monkeys ain't going 
               nowheres. Let's get us a couple a 
               brews 'fore the boss comes back...

     The safari men leave the chimps on the ground. We descend 
     from the trees to the ground next to the bound chimps.

     One of the chimps looks at the camera. He grunts and squeals.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 76


                           CHIMP ONE (DUBBED VOICE)
               Son, untie your mother and me!
               Quickly! Before the great bald chimp-
               men return.  Quickly! Before the 
               great bald chimp-men return.

     A small pair of chimp hands enter into the frame and struggle 
     to untie the ropes, but to no avail. Chimp two speaks.

                           CHIMP TWO (DUBBED VOICE)
               Hurry, Elijah!

                           SAFARI MAN
               Why you little bastard!

     Elijah is wrestled to the ground amidst much screaming.

                                                     DISSOLVE TO:

123   INT. CRAIG AND LOTTE'S APARTMENT - DAY                      123   

     Elijah shakes off the memory and looks determinedly at the 
     ropes on Lotte's hands. He attempts to untie the knot. He 
     works furiously and succeeds. Lotte pulls the tape from her 
     mouth.

                           LOTTE
               Oh, Elijah, you are magnificent!

     Elijah beams and screams for ecstatic joy. Lotte onlocks the 
     cage, and dials the phone.

                           LOTTE (CONT'D)
               Maxine!  Listen: It hasn't been me 
               in John the last three times. Craig's 
               had me locked up in the apartment. 
               He made me call you at gunpoint. 
               It's been him! Oh, God, it's been 
               him!

                           MAXINE (O.S.)
                    (beat, calmly)
               Really? Well, you know, he's quite 
               good. I'm surprised. Anyway, I have 
               a session with Malkovich I have to 
               attend. I'll speak with you soon.

                           LOTTE
               But Maxine, I thought it was me you 
               loved.

                           MAXINE (O.S.)
               I thought so too, doll. I guess we 
               were mistaken.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 77


     Maxine hangs up. Lotte, visibly shaken, dials the phone.

                           LOTTE
               Hello, Dr. Lester?

                                                          CUT TO:

124   INT. MALKOVICH'S APARTMENT - NIGHT                          124   

     The doorbell rings. Malkovich answers it. Maxine stands there, 
     dressed in an evening gown.

                           MALKOVICH
               Come on in.

                           MAXINE
               I can explain about the portal, 
               darling.

                           MALKOVICH
               Don't con me, Maxine. We're over. I 
               just let you up here to tell you 
               that, and to tell you that I'm taking 
               you and Schwartz to court.

                           MAXINE
               Oh shut up.
                    (beat)
               Craig, darling are you in there?

     Malkovich tenses up, then shakes his head in an awkward, 
     puppet-like manner. When Malkovich speaks, it seems to be 
     against him will.

                           MALKOVICH
               Yes. How did you know it was me?

                           MAXINE
               Lotte called me.

                           MALKOVICH
               Oh, so the bitch escaped.

                           MAXINE
               Apparently you can control this 
               Malkovich fellow now.

                           MALKOVICH
               I'm getting better all the time.

                           MAXINE
               I'll say you are. Let's do it on his 
               kitchen table, then make him eat an 
               omlette off of it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 78


                           MALKOVICH
                    (as Malkovich)
               No... damn... you...
                    (as Craig)
               Oh shut up, you overrated sack of 
               shit.

     Malkovich begins undressing, and does a lewd bump and grind 
     while looking mortified. Maxine giggles.  Malkovich (Craig) 
     laughs wildly.

                                                          CUT TO:

125   INT. LESTER'S OFFICE - NIGHT                                125   

     Lester's hand is in a bloody bandage. The juicer sits on his 
     desk. Lotte sits across from him looking nervous and hollow-
     eyed.

                           LESTER
               You know I think it pays to leave 
               juice-making to the trained 
               professionals. You look terrible, my 
               dear.

                           LOTTE
               Craig stole Maxine from me, Dr.
               Lester.

                           LESTER
               Hmmm, a lesbian, are you? I must 
               inform you that I find that highly 
               arousing.

                           LOTTE
               No, you don't understand. I've been 
               inside Malkovich when I'm with 
               Maxine...

                           LESTER
                    (slaps Lotte furiously)
               What?!  That is not allowed. My God, 
               you are supposed to be one of us. 
               You know you must never partake of 
               Malkovich by yourself!

                           LOTTE
               No, I didn't know that.

                           LESTER
               Oh, didn't anyone show you the 
               indoctrination video?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 79


                           LOTTE
               No.

                           LESTER
               Oh, sorry. Right this way.

                                                          CUT TO:

126   INT. SCREENING ROOM - NIGHT                                 126   

     Lotte site next to Lester in the darkened auditorium. The 
     projector whirs. The screen lights up.

     TITLE: SO YOU WANT TO BE JOHN MALKOVICH

     A much younger Lester addresses the camera in this black and 
     white film, which seems to have been made in the 50's.

                           LESTER ON FILM
               Welcome, my fellow Malkovichians. As 
               you may already know, today a baby 
               was born into this sad world.

     We see a shot of a newborn.

                           LESTER ON FILM (CONT'D)
               His name is John Horatio Hannibal 
               Malkovich. And we are the keepers of 
               the door to his soul. One day, when 
               his brain is big enough, we will all 
               journey into his head and live there 
               for all eternity. Following the 
               teachings of our leader Karl Marx, 
               we will build the ultimate communist 
               community, one body and hundreds, 
               maybe thousands, of brains inside 
               working together to form a super 
               human intellect capable of curing 
               disease, stopping all war, and ruling 
               the world with a benevolent fist. We 
               will take a wife, a woman of uncommon 
               beauty and intellect, who is, as 
               yet, still an infant herself.

     We see a photo of another infant, this one with a ribbon in 
     her hair.

                           LESTER ON FILM (CONT'D)
               Her name is Floris Horatia Hannibella 
               DeMent.

                           LOTTE
               Does Floris know that she's the 
               chosen?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 80


                           LESTER
               Well, I tried to explain it to her, 
               but...

     Lester points to his ear and shrugs.

                                                          CUT TO:

127   INT. MALKOVICH'S BEDROOM - NIGHT                            127   

     Malkovich and Maxine lie naked on the bed, looking quite 
     relaxed.

                           MAXINE
               You still there, sweets?

                           MALKOVICH
               Yeah. I've figured out how to hold 
               on as long as I want. Oddly enough, 
               it's all in the wrists.

                           MAXINE
               Wow.
                    (little girl pout)
               Do a puppet show for me, Craig honey.

                           MALKOVICH
               You mean with Malkovich?

                           MAXINE
               I'd love to see your work.

                           MALKOVICH
                    (pleased)
               Really? Yeah. Okay.

     Malkovich leans over and kisses her, then gets up.

                           MALKOVICH (CONT'D)
               I'll do something I call "Craig's 
               Dance of Despair and Disillusionment."

     Malkovich performs the same dance that the Craig pupper did 
     at the beginning of the film. It is exactly the same, complete 
     with impossible somersaults and perspiring brow.

     He finishes by falling to his knees and weeping.

                           MAXINE
                    (moved)
               That was incredible. You're brilliant!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 81


                           MALKOVICH
               You see, Maxine, it isn't just playing 
               with dolls.

                           MAXINE
               You're right, my darling, it's so 
               much more. It's playing with people!

     Malkovich kisses Maxine. She snuggles close to him.

                           MAXINE (CONT'D)
               Stay in him forever?

                           MALKOVICH
                    (as Malkovich, 
                    screaming)
               No!
                    (as Craig, calmly)
               But how will we make a living, my 
               love, if our clientele doesn't have 
               access to our product?

                           MAXINE
               Well, we'll have all the money in 
               Malkovich's bank account, plus he 
               still gets acting work occasionally.

                           MALKOVICH
                    (as Malkovich, breaking 
                    through)
               No! Please!
                    (as Craig, to Malkovich)
               Shut up, will you? We're trying to 
               think here.
                    (to Maxine)
               It is sort of like being a puppeteer.
               I like that about it.

                           MAXINE
               No one would ever have to know its 
               not him.

                           MALKOVICH
                    (an idea)
               Wait a minute! What if everybody 
               knew?  What if we presented Malkovich 
               as the world's most complicated puppet 
               and me as the only puppeteer 
               sophisticated enough to work him?
               We'd wipe the floor with the Great 
               Mantini!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 82


                           MAXINE
               Oh, Craiggy, that's brilliant!

                                                          CUT TO:

128   INT. LESTER'S SHRINE ROOM - NIGHT                           128   

     The worshippers are assembled. Lotte stands before them.

                           LOTTE
               I have sinned, unwittingly, against 
               the community. And for this I am 
               truly sorry.

                           MAN #2
               W-w-what's it like on the inside?

                           LOTTE
               Oh, it's glorious. It's indescribable.

                           MAN #2
               Oooh, I wanna go. I wanna go. I say 
               it's time.

                           LESTER
               Perhaps you're right, Terry. We're 
               all prepared, and perhaps this 
               Schwartz fellow is forcing our hand 
               a bit. We will enter the portal 
               tonight!

     Everyone cheers.

                                                          CUT TO:

129   INT. CRAIG AND MAXINE'S OFFICE - NIGHT                      129   

     Maxine and Malkovich are furiously filling the portal with 
     cement. Suddenly Malkovich stops and runs to the office door 
     screaming a bloodcurdling scream. He stops just as suddenly, 
     begins to strangle himself.

                           MALKOVICH
                    (Craig to Malkovich)
               Shut up!
                    (to Maxine)
               Sorry, dear, I lost control for a 
               minute.

                           MAXINE
                    (kissing him)
               It's okay, my sweet.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 83


     They go back to filling the portal. There is the sound of 
     many shuffling feet in the hallway. The door flies open and 
     the Malkovichians led by Lester and Lotte burst in.

     Malkovich and Maxine turn with a start.

                           LESTER
               Aaaahhhh, the portal!

                           LOTTE
                    (to Malkovich)
               You bastard!

     Lotte lunges for Malkovich. Lester grabs her arm, holds her 
     back.

                           LESTER
               No! Don't harm the vessel!

                           LOTTE
               It's Craig in there, I can tell.

                           LESTER
               I understand, but we must protect 
               the vessel at all costs.
                    (to Malkovich)
               Please, Craig, please step aside and 
               allow us to have what is rightfully 
               ours.

                           CRAIG
               Squatter's rights, Lester.

     Craig laughs somewhat maniacally. Maxine slips her arm through 
     Craig's, joins him in his laughter, and glances triumphantly 
     over at Lotte.

                           MAXINE
               Now excuse us, we have an 
               entertainment legend to create.

                           LESTER
                    (to the cult members)
               Clear the way for them, my friends.
               They will be dealt with in due time.

     The Malkovichians grumble and let Malkovich and Maxine exit.

                           LESTER (CONT'D)
               Now, let's see what we can do to 
               salvage this portal... for the sake 
               of all that is good.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 84


     The Malkovichians converge on the sealed portal, and begin 
     clawing desperately at the quick-drying cement.

     Fingers are scraped raw, and we see smears of blood and skin 
     on the rough gray surface.

                                                          CUT TO:

130   INT. AGENT'S OFFICE - DAY                                   130   

     A slick-looking agent answers a buzzing phone.

                           AGENT
               Of course, send him right in. Don't 
               ever keep him waiting again. Do you 
               understand?

     Malkovich and Maxine enter.  The agent stands, holds out his 
     hand.

                           AGENT (CONT'D)
               John! Great to see you! Sorry about 
               the cunt at reception.

                           MALKOVICH
               This is my fiancee Maxine.

     The agent shakes Maxine's hand.

                           AGENT
               Great to see you, Maxine. Sorry about 
               the cunt at reception. Please have a 
               seat.

     Malkovich and Maxine sit.

                           AGENT (CONT'D)
               Can I get you anything? Coffee?
               Water?

                           MAXINE
               No thanks.

                           AGENT
                    (into phone)
               Teresa, get me a chicken soup.
                    (to Malkovich and 
                    Maxine)
               Chicken soup?

     Maxine and Malkovich shake their heads "no."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 85


                           MALKOVICH
               I'll get right to the point, Larry.
               I'm a puppet now...

                           AGENT
               Okay.

                           MALKOVICH
               I'm being controlled by the world's 
               greatest puppeteer, Craig Schwartz...

                           AGENT
                    (no clue)
               Oh yeah, he's good.

                           MALKOVICH
               ... and I want to show off his skills 
               by performing a one-puppet 
               extravaganza in Reno.

                           MAXINE
               Vegas.

                           MALKOVICH
               Vegas. Can you arrange that?

                           AGENT
               Sure, sure. Just let me make a couple 
               of calls.

                                                          CUT TO:

131   INT. CRAIG AND MAXINE'S OFFICE - DAY                        131   

     The cult members are still there, now with picks and shovels. 
     They are worn out and sweaty. The portal is excavated, but 
     it seems ragged and destroyed. Man #2 emerges from the hole, 
     a rope tied around his waist.

                           MAN #2
               That's the last of it, boss.

     Lester peers through the door.

                           LESTER
               Well, let's see what we've got here.

     Lester crawls into the tunnel, the door slams behind him.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 86


132   INT. PORTAL - CONTINUOUS                                    132   

     Lester crawls through. There is a slurping sound and a flash 
     of light.

                                                          CUT TO:

133   INT. BUNKER - DAY                                           133   

     The scene is in black and white. Bombs are dropping.

     There is a blonde in forties clothes there. Lester views

     the scene through somebody's POV.

                           LESTER (V.O.)
               My God, where am I? This seems so 
               familiar.

     The person walks past a mirror. It's Hitler.

                           LESTER (V.O.) (CONT'D)
               My God, I'm Hitler in the bunker!
               Aaaahhhh! Aaaah!

                           DIRECTOR
               Cut!

     We look over to see a director and camera crew.

                           LESTER (V.O.)
               Oh, I'm just the actor in that 
               Twilight Zone episode.

     There is a popping sound.

                                                          CUT TO:

134   EXT. DITCH - DAY                                            134   

     Lester pops into the ditch. One of his cult members is waiting 
     with a car, and looking hopeful. Lester sadly shakes his 
     head "no."

                                                          CUT TO:

135   INT. LESTER'S SHRINE ROOM - DAY                             135   

     The cult members mill about, drinking coffee, chatting.

     Lester enters with the cult member who picked him up at the 
     ditch. All quiet down and look over at him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 87


                           LESTER
               Thank you all for your efforts, but 
               I'm afraid we can no longer get into 
               Malkovich through the portal.

                           LOTTE
                    (panicky)
               Why not? I need to get in there!

                           LESTER
               I'm not certain, my dear, but I 
               believe your husband has somehow 
               psychically diverted the route.

                           LOTTE
               That bastard! I'll gladly dispose of 
               him in the name of the order, Son of 
               Malkovich.

                           LESTER
               I'm afraid that no physical harm 
               must come to him as long as he 
               inhabits the vessel.

                           MAN #3
                    (raises hand)
               Oooh, I got an idea! What if we build 
               another portal to Malkovich, like 
               around back, and sneak in that way?

                           MAN #4
               Only Captain Mertin knew how to build 
               a portal, dummy, and he's dead!

                           LESTER
               Actually, my friends, I suppose its 
               time I told you, I'm Captain James 
               Mertin.

     The members fall into a stunned silence. Lester takes some 
     refrigerator magnets and spells out L-E-S-T-E-R on a board. 
     He then rearranges them for a while.

                           LESTER (CONT'D)
               You see, Lester is an anagram for 
               Mertin.

     Lester continues to rearrange the letters, getting a little 
     tense now.

                           LESTER (CONT'D)
               It used to work, I'm sure of it.

     Several members check their watches.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 88


                           LESTER (CONT'D)
               Oh, damn it to hell. Anyway, I am.

     L-E-S-T-E-R has been left as E-L R-E-S-T as Lester turns 
     from the board to face the congregation.

                           MAN #3
               How can this be? I thought you were 
               only one hundred and five years old.
               Mertin would have to be...

                           LESTER
                    (chuckles amiably)
               I'm two hundred and five, truth be 
               told.

                           WOMAN #1
                    (flirtatiously)
               You don't look a day over one hundred 
               and five, Captain. What's your secret?

                           LESTER
               Lots of carrot juice, little lady.
               That, and a deal with the Devil.

     There is a lot of murmuring in the room now.

                           MAN #2
               So what exactly are you saying? Are 
               we in cahoots with the Dark Master 
               here?

                           LESTER
               Surprise.

     The cultists get tense, start to leave en masse.

                           LESTER (CONT'D)
               Wait! It's not that bad! When we get 
               into Malkovich, we still get to rule 
               the world, just like I told you. The 
               only difference is that we rule in 
               the name of evil, instead of good.

     People stop in their tracks.

                           MAN #3
               That's the only difference?

                           LESTER
               Absolutely.

     The cultists think about is, then shrug and stay put.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 89


                           LESTER (CONT'D)
               So anyway...

     Lotte stands.

                           LOTTE
               Well, I for one, am resigning. I 
               will not serve evil. I am ashamed of 
               all of you.

     Lotte heads for the door.

                           LESTER
               My dear, let me assure you that when 
               we attain power, it will be much 
               more pleasant for those inside 
               Malkovich, than for those outside.

     Lotte stops and turns.

                           LOTTE
               I'll take my chances.

     She exits.

                           LESTER
               Anybody else?

                           WOMAN #1
               Do we get to wear a crown?

                           LESTER
               But of course.

                           WOMAN #1
               Count me in.

                           LESTER
               Good. I think its time to beckon Mr.
               Flemmer. Perhaps He can help us out 
               of this pickle.

                                                         FLIP TO:

136   INT. LESTER'S SHRINE ROOM - A BIT LATER                     136   

     Mr. Flemmer, a silver-haired gentleman in turtleneck and 
     blazer, scratches his head. The cultists patiently watch 
     him.

                           FLEMMER
               Boy, this is a toughie. To be honest, 
               I didn't anticipate this.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 90


                           LESTER
               And as I said, sir, we can't very 
               well exert physical persuasion upon 
               the sacred vessel Malkovich.

                           FLEMMER
               Right, Lester. I heard you the first 
               time. I'm not a dummy.

                           LESTER
               Didn't mean to imply taht you were, 
               sir.

                           FLEMMER
               Look, I'm going back to my house to 
               ponder this. So stay calm and keep 
               track of Schwartz's comings and 
               goings. Oh, and somebody dispose of 
               Schwartz's wife, will you?
                    (to cultists)
               Nice to meet you all.

     The cult members ad-lib "same here, sir."

                                                          CUT TO:

137   INT. CRAIG AND LOTTE'S APARTMENT - NIGHT                    137   

     Lotte site in the living room, in her pajamas, softly sobbing. 
     The caged animals watch her.

                           LOTTE
               Oh, my friends. Be thankful you're 
               not human. People are treacherous 
               and greedy and corrupt. I've lost my 
               heart to two of them and I almost 
               lost my soul to another. And I'm no 
               better. Look at the way I keep you, 
               locked in cages, for my own enjoyment. 
               Well, I've been in a cage too, my 
               friends. Literally and figuratively. 
               So tonight I set you free.

     Lotte opens the windows and the front door, then unlocks all 
     the cages. The animals scurry and fly out of their cages, 
     and out of the house. Lotte watches silently until she is 
     alone.

                           LOTTE (CONT'D)
               Good-bye, friends.

     A hand reaches for hers. She looks down. Elijah is still 
     there and holding her hand.  She smiles.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 91


                           LOTTE (CONT'D)
               Hello, friend

                                                          CUT TO:

138   EXT. CITY STREET - NIGHT                                    138   

     We see the menagerie of animals on the otherwise deserted 
     street, dispersing into the night. A lone dark figure turns 
     the corner, and walks slowly up the street to Craig and 
     Lotte's building.

                                                          CUT TO:

139   INT. CRAIG AND LOTTE'S APARTMENT - CONTINUOUS               139   

     Lotte and Elijah see the dark figure coming up the steps.

     The buzzer rings. Lotte and Elijah jump.

                           LOTTE
               They've come to kill me, Elijah. 
               See, I know too much. I should get 
               the door. It's impolite to keep death 
               waiting.

     Elijah looks at her sweetly, a great sadness in his eyes.

     Then he leads her by the hand out the window.

                                                          CUT TO:

140   EXT. VEGAS HOTEL - NIGHT                                    140   

     The marquee reads: World's Greatest Puppeteer Craig Schwartz 
     and his Magical Puppet John Malkovich.

                                                          CUT TO:

141   INT. DRESSING ROOM - NIGHT                                  141   

     Malkovich sits in a tuxedo and watches himself in the dressing 
     table mirror. Maxine, in a tight black number, reclines on 
     the couch.

                           MAXINE
               This is it, lover. You're stepping 
               onto that stage a nobody and presto-
               change-o, you're coming back the 
               greatest puppeteer the world has 
               ever seen.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 92


                           MALKOVICH
               I'm nervous. Malkovich is fighting 
               me hard today.

     Malkovich jerks a bit, gets it under control.

                           MAXINE
               Doesn't he know how important tonight 
               is to us?

                           MALKOVICH
               He's a selfish bastard.

                                                          CUT TO:

142   INT. LAS VEGAS THEATER - NIGHT                              142   

     The house is filling with formally dressed audience members. 
     The cultists and Lester, also in tuxes and gowns, are among 
     them.. The lights go down.

                           ANNOUNCER (O.S.)
               Ladies and gentlemen, it is the great 
               privilege of the Luxor hotel and 
               Casino to present Craig Schwartz and 
               his magical puppet John Malkovich.

     The orchestra starts up. The curtains part.

                           LESTER
               Blasphemous bastard.

     Malkovich tap dances out onto the stage. He is amazingly 
     nimble and the audience "oohs" and "aahs."

                           LESTER (CONT'D)
                    (grudgingly)
               Pretty good though.

     Malkovich does an amazing triple somersault, lands on one 
     knee and, with spread arms, begins singing: "Kiss Today 
     Goodbye." in a beautiful tenor. The orchestra catches up 
     with him. The audience goes wild. A pretty-boy young man 
     with a big tousle of black hair and a shiny, tight suit 
     appears at the back of the house. An usher glances over at 
     him.

                           USHER
               Oh, Mr. Mantini! We weren't expecting 
               you tonight, sir. Um, I'm afraid 
               there's not an empty seat in the 
               entire house.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 93


                           MANTINI
                    (not taking his eyes 
                    from the stage)
               Make one empty.

                           USHER
               Y-y-y-es sir.

     The usher looks nervously around for someone to boot.

     Mantini waits in the back. On stage, Malkovich is now 
     performing the "back of the car scene" from "On The 
     Waterfront." He alternates between the Marlon Brando part 
     and the Rod Steiger part, moving back and forth from one 
     stool to the another. He performs it magnificently. We see 
     Lester in the audience wiping a small tear from his eye.

                           LESTER
               Not too shabby.

     Mantini is now sitting in a good aisle seat next to a 
     beautiful woman. Her boyfriend is being haules toward the 
     exit by the usher.  The beautiful woman watches, with some 
     concern, as the boyfriend is taken away. Then she turns and 
     smiles flirtatiously at Mantini. Mantini smiles back.

     On stage Malkovich is dressed in a ringmaster's outfit and 
     juggling chainsaws.

                           MANTINI
               Nothing more than a Goddamn clown.

     At this point the entire audience stands and gives Malkovich 
     a spontaneous standing ovation. All except Mantini. Even the 
     cultists get up.

                                                          CUT TO:

143   INT. SEWER - NIGHT                                          143   

     Lotte sits sadly in the wet tunnel. She is scrunched-up 
     against the damp cold. A small fire smolders in front of 
     her. We hear footsteps approaching. It is Elijah, carrying 
     supplies: food and blankets. He covers her with a blanket 
     and sits down next to her.

                           LOTTE
               They're going to take over the world, 
               Elijah. Evil will reign. But, then, 
               evil already reigns, doesn't it? So 
               what difference does it make if John 
               Malkovich is wearing the fucking 
               crown while it's reigning?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 94


     Elijah sighs, then holds his stomach. The ulcer is returning.

                                                          CUT TO:

144   INT. FLEMMER'S APARTMENT - DAY                              144   

     It's a conservatively furnished upper westside apartment.  
     Looks like it belongs to a Columbia professor. The walls are 
     lined with books. Mr. Flemmer sits at his desk, his head in 
     his hands, deep in thought. The doorbell rings.

                           FLEMMER
               It's open.

     The door opens and Lester pokes his head in.

                           LESTER
               It's just me, boss. I brought 
               croissants.

     Lester enters with a greasy white paper bag.

                           FLEMMER
               Have a seat. I wracking my brain 
               over this Malkovich thing.

                           LESTER
               We saw his show at the Luxor last 
               night.

                           FLEMMER
                    (impressed)
               Vegas? What'd you think?

                           LESTER
               The kid's got talent. You've never 
               seen Malkovich like this. Schwartz 
               had him up there singing and dancing.
               Impressions.

                           FLEMMER
               Impressions? Those are hard.

                           LESTER
               Very talented son of a bitch. Too 
               bad we can't kill him.

                           FLEMMER
               I suppose I could come to him in a 
               dream. I don't know. That's the best 
               I can think of right now.

                           LESTER
               A scary dream?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 95


                           FLEMMER
               No, a sexy dream. Of course, a scary 
               dream.

                           LESTER
                    (noncommitally)
               I like that.

                                                          CUT TO:

145   INT. HOTEL SUITE - NIGHT                                    145   

     Malkovich sits on the floor in silk pajamas. He is surrounded 
     by newspaper clippings. He is drinking champagne from the 
     bottle. Maxine is at a dressing table, brushing her hair.

                           MALKOVICH
               They love me, darling! "Craig Schwartz 
               is fantastic!"  The New York Times. 
               "If only Craig Schwartz had always 
               been inside Malkovich!"

146   WOMEN'S WEAR DAILY. "CRAIG SCHWARTZ -                       146   

     The world's greatest puppeteer!" Paul Wunder, WBAI Radio.

                           MAXINE
               Oh, darling. It's a dream come true.

     We're going to ride this straight to the top.

                           MALKOVICH
               Sleepy suddenly.

                           MAXINE
               Busy day, my little fire chief. Why 
               don't you climb into bed, and I'll 
               meet you there in just...

     But Malkovich is already passed out on the floor on top of 
     his clippings. Maxine smiles maternally, gets up and puts a 
     blanket over him. We stay on Malkovich's face.

                                                     DISSOLVE TO:

147   INT. HELL - NIGHT                                           147   

     Craig wanders across a jagged, rocky landscape. Geysers of 
     flame shoot up around him.  The sky is red. He is frightened. 
     He arrives at a desk. The man behind the desk is facing away 
     from him. He swivels to face Craig. It is Flemmer, looking 
     the same as usual except for little red horns and a sinister 
     grin.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 96


                           CRAIG
               Who are you?

                           FLEMMER
               I am the Devil.

                           CRAIG
               Oh.

                           FLEMMER
               Leave Malkovich. He is mine.

                           CRAIG
               Okay. Sorry. I didn't know.

                                                          CUT TO:

148   INT. HOTEL SUITE - CONTINUOUS                               148   

     Malkovich awakes with a start. Maxine looks over at him.

                           MAXINE
               Bad dream, darling?

                           MALKOVICH
               I've got to leave Malkovich.

                           MAXINE
               You've got to be kidding.

                           MALKOVICH
               I just had the most horrifying 
               nightmare. The devil was in it.

     Flemmer crouches behind a bureau and listens. He is pleased 
     with himself.

                           MAXINE
               Malkovich is our meal ticket. You 
               can't back out because of some stupid 
               dream.

                           FLEMMER
                    (to himself)
               Shit.

                           MALKOVICH
               Honey, we can be happy and poor 
               together.

                           MAXINE
                    (laughs derisively)
               Perhaps you'll want to consult that 
               Ouija board again.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 97


     There is a knock at the door. Maxine opens it, angry.

                           MAXINE (CONT'D)
               Yeah what?!

                           MALKOVICH
               Derek Mantini!

     Mantini enters. Maxine is suddenly interested. Mantini and 
     Maxine give each other the once over.

                           MANTINI
                    (still eyeing Maxine)
               Hello, Schwartz. I saw your show.

                           MALKOVICH
               Did you see the reviews?

                           MANTINI
               Yeah, I saw them

                           MALKOVICH
               Because if you missed any, I just 
               happen to have copies here you can 
               take with you when you leave now.

                           MAXINE
               I'm Maxine. I produced the evening 
               with Malkovich.

                           MANTINI
               Very impressive. I could use a 
               producer with your vision. And other 
               outstanding attributes.

                           MALKOVICH
               She's not available.

                           MANTINI
               We'll see, Schwartz. We'll see.

                           MAXINE
               Yeah, we'll see, Schwartz. We'll 
               see.

                           MANTINI
               I won't waste your time Schwartz, or 
               more importantly, mine. Here's my 
               proposal: There's only room in this 
               world for one "World's Greatest 
               Puppeteer." Correct? So let's allow 
               the puppet-going public to crown 
               their king.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 98


                           MALKOVICH
               How do we do that?

                           MANTINI
               A friendly competition, if you will.
               Your Malkovich puppet and my Harry 
               S. Truman puppet appear opposite 
               each other in a play. Not some Vegas 
               Burly-Q pyrotechnics, but a real 
               play that requires actual acting. 
               The audience decides who is more 
               deserving of the title. The losing 
               puppeteer bows out graciously. Goes 
               back to obscurity as a file clerk.

                           MALKOVICH
               What's the play?

                           MANTINI
               Say... "Equus"? It's got everything.

                           MALKOVICH
               Never heard of it.

                           MANTINI
               Broadway's finest three hours. It's 
               about the supression of the 
               individual. Conformity as God in 
               modern society.

                           MALKOVICH
               Sounds boring. Are there any songs?

                           MANTINI
               Nothing but acting to hide behind, 
               buddy-boy.

                           MALKOVICH
               I'm not afraid. I toured for a year 
               with the National Puppet Company's 
               production of "Long Day's Journey 
               Into Night."

                           MANTINI
               Great then.

                           MALKOVICH
               Is there dancing?

                           MANTINI
               No.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 99


                           MALKOVICH
               Who needs dancing?

                                                          CUT TO:

149   INT. FLEMMER'S APARTMENT - DAY                              149   

     Lester is watering Flemmer's plants. A key is heard in the 
     door. Flemmer enters, a small carry-on bag slung over his 
     shoulder.

                           LESTER
               How'd it go? Did you say the 
               philodendron gets water or no?

                           FLEMMER
               No, for God's sake, I just watered 
               it yesterday.
                    (beat)
               It almost went well. I gave a pretty 
               good dream, but circumstances arose.

                           LESTER
               What kind of circumstances?

                           FLEMMER
               Maxine says she'll leave him if he 
               leaves Malkovich, plus he's been 
               challenged to a puppet-duel by 
               Mantini.

                           LESTER
               The Great Mantini?

                           FLEMMER
               No, the Mediocre Mantini. Of course 
               the Great Mantini!

                           LESTER
               Oh, he's good! Great, actually. I 
               saw him do "Tru" with his sixty foot 
               Robert Morse puppet. Sensational.

                           FLEMMER
               But I think I have another plan.

                           LESTER
                    (snippy)
               Do tell. I love a good plan.

                           FLEMMER
               Why are you being like this?

     Lester shrugs.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 100


                           LESTER
               I missed you. I'm sorry. Tell me the 
               plan.

                           FLEMMER
               Well, if Mantini wins, Schwartz will 
               leave Malkovich, right? So, if he 
               needs it, I help Mantini's performance 
               a bit, give him an edge.  Spice up 
               the show.

                           LESTER
               Can you do that? I mean, do you know 
               anything about puppetry?

                           FLEMMER
               I am the Devil, Lester. I think I 
               can handle it.

                           LESTER
               I was just asking. No disrespect 
               intended.

                           FLEMMER
               Fine. Let's drop it.

                           LESTER
               Fine. I mean, it's not like I was 
               doubting you, it's just that I know 
               puppetry is a skill that takes a 
               long time to acquire.

                           FLEMMER
               Fine. I'm not mad. Let's just drop 
               it.

                           LESTER
               Fine. Your mail's on the kitchen 
               table. Mostly junk. Oh, there's a 
               letter from Alex Trebek.

                                                          CUT TO:

150   INT. SEWER - NIGHT                                          150   

     Lotte and Elijah, now dirty and drawn, are talking.

     Elijah uses sign language.

                           ELIJAH (SUBTITLES)
               You've got to tell Craig what's going 
               on. He must never leave Malkovich.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 101


                           LOTTE
               I'm glad you learned sign language, 
               Elijah, but I'm tired of your nagging.  
               I'm tired of this conversation. I'm 
               tired period. What has the world 
               ever done for me that I should feel 
               personally responsible for saving 
               it?

                           ELIJAH
               It is better to light one candle 
               than curse the darkness. I learned 
               that from you.

     Lotte turns away, shaken. A tear rolls down her face.

                           LOTTE
               What have I become?

                                                          CUT TO:

151   EXT. BROADHURST THEATER - NIGHT                             151   

     The Marquee reads: Derek Mantini's sixty-foot Harry S. Truman 
     puppet and Craig Schwartz's actual-size John Malkovich puppet 
     in Peter Shaffer's "Equus."

                                                          CUT TO:

152   INT. BROADHURST THEATER - NIGHT                             152   

     The house is packed. On stage is a minimalist set: wood planks 
     and metal poles. Six guys in brown turtlenecks and stylized 
     wire horse heads mill about. The 60 foot Harry S. Truman 
     puppet is pacing, his strings extending up into the flyspace 
     and out of sight. Malkovich sits on a bench.

     Truman and Malkovich both take stabs at British accents.

                           HARRY S. TRUMAN PUPPET
               Do you dream often?

                           MALKOVICH
               Do you?

                           HARRY S. TRUMAN PUPPET
               It's my job to ask the questions.
               Yours to answer them.

                           MALKOVICH (CONT'D)
               Says who?

                           HARRY S. TRUMAN PUPPET
               Says me. Do you dream often?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 102


                           MALKOVICH
               Do you?

     We see the audience fidgeting in their seats, coughing.

                                                          CUT TO:

153   INT. BROADHURST BACKSTAGE - CONTINUOUS                      153   

     The dialogue drones on as Maxine watches coolly from the 
     wings. She drags on a cigarette. Mr. Flemmer, dressed as a 
     stagehand, stands behind Maxine. He also watches the actors, 
     with an occasional sideways glance at Maxine.

                           MAXINE
                    (without turning around)
               Keep your eyes in your pants, old 
               timer.

                                                          CUT TO:

154   INT. THE BROADHURST LOBBY - A BIT LATER                     154   

     It's intermission. The lobby is crowded. Maxine moves through 
     the crowd listening to snippets of conversation.

     Flemmer, now in a tuxedo, moves about also. First couple:

                           THEATERGOER #1
               That Truman puppet is downright boring 
               as the psychiatrist.

                           THEATERGOER #2
               It's a wooden performance, really.
               Get it? Wooden?

     SECOND COUPLE:

                           THEATERGOER #3
               What's with the Malkovich puppet? He 
               was much better in Vegas when he 
               played the piano with his feet.

                           THEATERGOER #4
               I hate it when they try to stretch.
               It's like Woody Allen.

     THIRD COUPLE:

                           THEATERGOER #5
               They both stink! I'm going across 
               the street to second act Miss Saigon.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 103


155   INT. DRESSING ROOM - A FEW MINUTES LATER                    155   

     Malkovich watches himself in his dressing table mirror.

     Maxine enters, flops herself down on the couch and lights up 
     a cigarette.

                           MAXINE
               You'd better turn on the pyrotechnics, 
               lover, 'cause right now you're running 
               neck and neck with the dead president. 
               And you're both in last place.

     Malkovich continues to watch himself in the mirror, nods his 
     head.

                                                          CUT TO:

156   INT. CATWALK ABOVE STAGE - CONTINUOUS                       156   

     Mantini leans against a rail and smokes a cigarette.

     Charles Nelson Reilly, in a tuxedo, confers with him in hushed 
     tones.

                           CHARLES NELSON REILLY
               You're doing beautifully, my boy. I 
               wept at the speech about your wife.

     Flemmer materializes behind Mantini

                           CHARLES NELSON REILLY (CONT'D)
               What the hell? Nyong-nyong!

     Mantini spins around to face Flemmer. Reilly makes a break 
     for it. Flemmer points a finger and Reilly freees in mid-
     strut. Flemmer then points a finger at Mantini, and he, too, 
     freezes. Flemmer pickes up the giant wooden controls for the 
     marionette, and pulls a copy of the play from his pocket.

                                                          CUT TO:

157   INT. BROADHURST STAGE - NIGHT                               157   

     We watch the second act in progress. The Truman puppet paces 
     as he delivers a monologue. Somehow he doesn't even seem to 
     be a puppet anymore, so subtle and graceful are his movements 
     and the changes in his facial expressions.

     It's as if there's a giant actual Harry Truman on stage.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 104


                           HARRY S. TRUMAN PUPPET
               I can hear the creature's voice. 
               It's calling me out of the black 
               cave of the Psyche. I shove in my 
               dim little torch, and there he stands -- 
               waiting for me. He raises his matted 
               head. He opens his great, square 
               teeth and says --
                    (mocking)
               'Why? ... Why me?
               ... Why -- ultimately -- Me? ... Do 
               you really imagine you can account 
               for Me? Totally, infallibly, 
               inevitably account for Me? ... Poor 
               Dr. Dysart!'

     Malkovich watches impressed and a little scared by this 
     bravura performance. He glances out into the audience and 
     sees a silent, rapt crowd.

                                                     DISSOLVE TO:

158   INT. BROADHURST STAGE - A BIT LATER                         158   

     Malkovich is delivering a monologue. Acting up a storm.

     During Malkovich's speech, Truman repeatedly attempts to 
     upstage him, nodding his head, looking thoughtful, raising 
     his ten foot eyebrows in surprise...

                           MALKOVICH
               Eyes! ... White eyes -- never closed!
               Eyes like flames -- coming -- coming!  
               ... God seest! ... God seest! ... 
               NO!

                                                          CUT TO:

159   EXT. NEW YORK STREET - CONTINUOUS                           159   

     A man hole cover is pushed off. Lotte climbs out onto the 
     street. She is dirty but determined.

                                                          CUT TO:

160   INT. BROADHURST STAGE - LATER STILL                         160   

     Malkovich is in convulsions on the floor. Big dramatic 
     convulsions. Truman scoops him up, and places him on the 
     bench. Malkovich continues with the convulsions, milking it. 
     Truman speaks.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 105


                           HARRY S. TRUMAN PUPPET
               Here ... Here ... Sssh ... Sssh ...  
               Calm now ... Lie back. Just lie back!  
               Now breathe in deep. Very deep. In 
               ... Out ... In ... Out ... That's it 
               ... In. Out .. In ... Out ...

     Malkovich is breathing insanely now, trying to keep the focus 
     on himself. Flemmer is in the catwalks, watching the crowd. 
     The audience is watching Malkovich.

                           AUDIENCE MEMBER
                    (to his wife)
               That Malkovich puppet is a damn fine 
               actor.

                           FLEMMER
                    (blood boiling)
               Bastard is stealing my thunder.

     Malkovich and Truman on the stage. Truman is pacing, swirling, 
     dancing, juggling enormous bowling pins as he talks.

                           HARRY S. TRUMAN PUPPET
               All right! I'll take it away! He'll 
               be delivered from madness. What then?  
               He'll feel himself acceptable! What 
               then?

     Malkovich has upped his convulsions now. He watches Truman 
     out of the corner of his eye while writhing tormentedly on 
     the bench. He levitates. Spins in mid-air.

     Falls on all fours and does an uncanny impression of a yelping 
     dog. Truman watches Malkovich, continues to speak. But now, 
     when he talks, fire comes out of his mouth.

                           HARRY S. TRUMAN PUPPET (CONT'D)
               I'll heal the rash on his body. I'll 
               erase the welts cut into his body by 
               flying manes.

     The audience "ooohs" at the flames. Malkovich rips off his 
     clothes and convulses into the dying swan bit from "Swan 
     Lake."  The audience applauds. Truman continues his speech, 
     now transforming himself into an actual 60 foot swan and 
     flying around the auditorium as he speaks.

                           HARRY S. TRUMAN PUPPET (CONT'D)
               You won't gallop anymore, Alan.
               Horses will be quite safe. You'll 
               save your pennies every week, till 
               you can change that scooter into a 
               car...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 106


     The audience watches the giant swan overhead, necks craned, 
     in awe. Malkovich sighs. He is out of his league.

     He goes into a remarkable tap dance routine and sings "Mr. 
     Bojangles", but nobody even looks at the stage. The giant 
     swan bursts into flames, flies back onto the stage, burns to 
     a crisp, then rises from his ashes as the actual Harry S. 
     Truman. Truman looks confused and disoriented, as if just 
     raised from the dead.

                           ACTUAL TRUMAN
               Where am I? Aren't I dead?
                    (posessed)
               Vote for Mantini!

     Truman grows and grows until he is again just a giant puppet. 
     The audience bursts into applause, then delivers a standing 
     ovation. Truman bows. Flemmer laughs wildly in the catwalks. 
     Malkovich walks dejectedly from the stage.

                                                          CUT TO:

161   INT. BACKSTAGE - CONTINUOUS                                 161   

     Malkovich walks past Maxine. She doesn't even look at him. 
     Thunderous applause is heard in the background.

                           MALKOVICH
               Good-bye, Maxine.

                           MAXINE
               Whatever.

     Malkovich drops limply to the floor. He lifts his head.

                           MALKOVICH
                    (weak but relieved)
               I'm back! My nightmare is over.

                                                          CUT TO:

162   INT. CATWALK - CONTINUOUS                                   162   

     Flemmer watches Malkovich from above. He pulls out a walkie-
     talkie.

                           FLEMMER
                    (into walkie-talkie)
               Okay, now!

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 107


163   INT. CRAIG AND MAXINE'S OFFICE - CONTINUOUS                 163   

     Lester is surrounded by all the Malkovichians. He holds the 
     walkie-talkie, has just received word. He nods, and the 
     Malkovichians crawl in single file into the portal, while 
     shrieking a war cry.

                                                          CUT TO:

164   INT. BACKSTAGE - CONTINUOUS                                 164   

     Maxine watches as Malkovich pulls himself up off the ground. 
     Suddenly, he is again possessed, first by one person, then 
     by two, then by three, his body jerking and pulsating with 
     each new occupant. It's almost like popping corn, starting 
     out slowly, then going faster and faster, until Malkovich is 
     possessed by all fifty Malkovichians. He shrieks a war cry 
     and runs out onto the stage.

                                                          CUT TO:

165   INT. STAGE - CONTINUOUS                                     165   

     The Truman puppet now hangs limply from the catwalks.

     Malkovich hovers just above the stage and addresses the 
     audience.

                           MALKOVICH
                    (now sounding like 
                    fifty voices)
               I am your earthly king! Kneel before 
               me!

     The audience scoffs at first, but then are compelled to their 
     knees.

                           CROWD
                    (like automatons)
               Hail Malkovich, king of the damned.

     Malkovich laughs, gives the thumbs up sign to Flemmer in the 
     catwalks. Flemmer gives the thumbs up sign back.

     Lotte appears in the back of the theater, an out-of-breath 
     figure in shadows. It is too late. She runs from the theater.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 108


166   INT. BACKSTAGE - CONTINUOUS                                 166   

     Maxine watches, somewhat amused. She turns and heads for the 
     exit.

                                                          CUT TO:

167   EXT. NEW JERSEY TUNPIKE - NIGHT                             167   

     A dejected Craig walks along the shoulder. He is wet and 
     cold. We hold on him for a long while until he eventually 
     merges with the landscape.

                                                         FADE OUT

     FADE IN

168   EXT. MANHATTAN STREET - DAY                                 168   

     CHYRON: LATER THAT WEEK

     Something is wrong. It's a typical midtown street, but 
     everything is painted gray: the buildings, the streets, the 
     sidewalks, the cars. People walk along the streets, carrying 
     gray briefcases, wearing gray jumpsuits. Nobody talks, nobody 
     smiles. Gray birds fly silently in the sky.

     There is no noise whatsoever. There are several movie theaters 
     on the block. All marquees advertise John Malkovich movies. 
     Around the corner comes Malkovich. He is floating about ten 
     feet off the ground on an enormous, bright red, jeweled 
     throne. He wears a gold crown and purple silk robe and smiles 
     condescendingly, majestically. Floris sits on his lap. She 
     is dressed in an orange satin gown. Nobody on the street 
     looks up.

                           MALKOVICH
                    (fifty voices)
               Greetings, my lowly subjects.

                           FLORIS
               Great things, my lonely subtext?

                           MALKOVICH
                    (rolls his eyes)
               Boy, be careful what you wish for.
                    (to Floris)
               Never mind, dear. Just enjoy the 
               ride, will you?

     Floris shrugs, picks at her finger nails.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 109


                           MALKOVICH (CONT'D)
                    (to the people on the 
                    street)
               I am bored. You will dance for your 
               king now.

     Without pause the entire street of gray clad people breaks 
     into a meticulously choreographed production number. Totally 
     silent, totally joyless, but exquisitely executed. We see 
     that Maxine is one of the anonymous dancers. Her face is 
     void of expression. Malkovich laughs.

                           MALKOVICH (CONT'D)
               Faster! Faster, my little trained 
               monkeys!

     The crowd dances faster and faster. Older people fall over, 
     exhausted, clutching their hearts. Nobody stops dancing to 
     help, nobody dares.

                                                          CUT TO:

169   EXT. CENTRAL PARK - DAY                                     169   

     Bird's eye view of the park. It's all painted gray. Every 
     tree, every leaf. There's no sign of life. The camera

     moves in, through some gray tres and gray brush to:

     A lush green oasis camouflaged on the top and sides with 
     gray paint

     This place is filles with life: Colorful birds, lizards, 
     cats, a rooster. All the animals are active, happy, but 
     totally silent, as if they know the precariousness of their 
     position. Lotte and Elijah sit among them. These are the 
     animals that she freed earlier. Lotte and Elijah hold hands 
     and look into each other's eyes. We see that they both wear 
     gold bands. They are husband and wife.

     Elijah signs.

                           ELIJAH
               Must you take this terrible demon on 
               yourself, my love?

                           LOTTE
               Yes. I'm the only one. I have to 
               enter Malkovich and destroy him from 
               the inside. If not me, who?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 110


                           ELIJAH
               If there was any way I could go in 
               your place. But I'm only a monkey 
               and...

                           LOTTE
                    (puts finger to his 
                    lips)
               Hush, sweetheart.

     Lotte slips into a gray jumpsuit. She stuffs a homemade bomb 
     on her pocket. She and Elijah kiss passionately, then embrace.

                           LOTTE (CONT'D)
                    (to the animals)
               I'll be with you always, my friends.
               Who knows, maybe if I'm lucky, I'll 
               rejoin you with wings and a beak.

                           ELIJAH
               Wings and a halo, my darling. Wings 
               and a halo.

     Lotte turns quickly. This is too much to bear. She descends 
     into a storm drain. The animals stop what they're doing.

                           PARROT
                    (softly)
               Good-bye. Good-bye.

                                                     DISSOLVE TO:

170   EXT. MERTIN-FLEMMER BUILDING - DAY                          170   

     A man-hole cover lifts. Lotte pokes her head out. The coast 
     is clear. She emerges. Assumes the dead-eyed expression of 
     the others, and enters the building.

                                                          CUT TO:

171   INT. ELEVATOR - DAY                                         171   

     Lotte watches the floors change. After seven, she presses 
     the emergency stop button. The elevator jerks to a halt.

     She picks up the crow bar in the corner, pries open the door. 
     The 7 1/2 floor is gone. Nothing is there but pipes and wires 
     and beams. She climbs out onto the floor.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 111


172   INT. BETWEEN FLOORS - CONTINUOUS                            172   

     Lotte searched the floor for some sign of the portal. It is 
     nowhere to be found. There is a noise behind her. SHe turns 
     with a start. It's Craig, ragges and ill-shaven.

                           LOTTE
               My God!

                           CRAIG
               I'm so glad you're safe. You look 
               really wonderful.

                           LOTTE
               I'm in love. For the first time. 
               It's funny, but when it happens to 
               you, there's no question.

                           CRAIG
               He's a lucky man.
                    (beat)
               Do I know him?

                           LOTTE
               It's Elijah.

                           CRAIG
               The iguana?

                           LOTTE
               The monkey.

                           CRAIG
               Oh, right. As long as you're happy.
               I'm sure he's a better lover than I 
               ever was.

                           LOTTE
               A better friend.

                           CRAIG
                    (beat)
               I'm sorry for everything.

                           LOTTE
                    (pecking him on the 
                    cheek)
               It's okay, Craig. It all worked out, 
               in an odd sort of way.

                           CRAIG
               You came up here looking for the 
               portal?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 112


                           LOTTE
               Yeah. I was going to kill him from 
               the inside.

                           CRAIG
               And yourself too in the process. 
               God, you're so beautiful. Why couldn't 
               I see that before?

                           LOTTE
               You saw it once. Now you see it again. 
               That's life, isn't it?  And you were 
               up here to try the same thing, weren't 
               you?

                           CRAIG
               I suppose. But they got here first, 
               the lousy bastards. So now it's all 
               over, I guess.

                           LOTTE
               I don't know. There's a small 
               community of us. We have a place 
               they don't know about. We're happy. 
               We'll keep trying to figure out a 
               way. Come stay with us. Join the 
               struggle.

                           CRAIG
               You'll have me, after all I've done 
               to you?

                           LOTTE
               People make mistakes.

                           CRAIG
               I'm through with puppets, Lotte. I 
               just want you to know that.

                           LOTTE
               I know.

                           CRAIG
               I'd like to be a farmer. I want to 
               help things grow, to encourage life.
               Do you and your friends need a farmer?

                           LOTTE
               Sure. We could really use a farmer.
               We'd be grateful for the help.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 113


                           (BEAT)
               Also, I think, you know, if you 
               wouldn't mind too terribly, a little 
               puppet show every once in a while, 
               would do a lot to lift our spirits.
               You know, if you wouldn't mind too 
               terribly.

     Craig's eyes well up with tears. Lotte looks at him sweetly.

                           LOTTE
               Oh honey. It's gonna be okay.

     She puts her arm around him and leads him toward the elevator.

                           CRAIG
               I love you, Lotte.

     We come on very close to Craig's arm as he lifts it to put 
     it around Lotte. We see a thin almost invisible filament. We 
     follow it up, and discover that Craig is now a marrionette 
     being controlled from above by an emotionless Mantini in a 
     gray jumpsuit.

                           MANTINI
                    (in Craig's voice)
               I can't wait to see where you and 
               your friends live, Lotte.

                           LOTTE (O.S.)
               It's beautiful, Craig, like Eden.

     Now we see filaments attached to Mantini's arms, and we follow 
     them up to find that Flemmer is controlling Mantini.

                           FLEMMER
               One serpent, coming up.

     Flemmer throws his head back and laughs. The camera moves 
     into his mouth and down his throat, which, oddly enough, 
     looks exactly like the membranous John Malkovich portal 
     tunnel.

     MUSIC IN: "Put Your Hand Inside The Puppet Head" by They 
     Might Be Giants. It plays throughout the credits.

                                                         FADE OUT

                               THE END