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Mask, The (1994)

by Mark Verheiden.
Final draft.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


EXT. HIGH SEAS - DAY
 
The dragonhead prow of an ancient Viking ship cuts through the 
thick fog of the rough North Atlantic Sea.
 
MUSIC EXPLODES: WAGNER'S "GOTTERDAMMERUNG" (Twilight of the Gods)
 
SUPERIMPOSE: THE TENTH CENTURY A.D.
 
EXT. BOW OF THE SHIP - DAY
 
Viking explorer LEIF ERICSON carefully studies his fob compass as 
he dangles it above a parchment map. His SAILORS steal nervous 
looks at a large, diabolical-looking IRON BOX in the hold.
 
OLAF, a fierce, one-eyed Viking warrior approaches Ericson. NOTE: 
Dialog is in OLD NORSE, with SUBTITLES)
 
OLAF
Leif, let's do the deed
before another night falls. The crew's
near mutiny.
 
Ericson draws his broadsword with a flourish.
 
LEIF ERICSON
Know this! The first man to turn
will taste my steel in his guts.
 
OLAF
But we've surely gone far enough.
 
ERICSON
That accursed box must be thrown
off the edge of the world. We
will go until we can go no more...
 
Suddenly there is an ear-splitting SCREECH and the entire boat 
rocks violently as it runs aground.
 
The LOOKOUT is thrown from his crow's nest... and CRASHES 
straight through the deck right in front of Ericson. His pained 
voice floats up 
from the black hole.
 
LOOKOUT
...Land ho.
 
Ericson wheels about just as the fog parts off the starboard bow.
 
ERICSON'S P.O.V.
 
A beautiful rustic coastline stretching off as far as the eye can 
see.
 
LEIF
(gasps)
By Odin's beard...
 
EXT. THE NEW WORLD - A HARBOR - SUNSET
 
Olaf finishes digging a hole in the sand. He backs away, 
terrified, as burly Vikings, led by Ericson, muscle the IRON BOX 
over to the hole and 
quickly bury it. Ericson turns to an exotic-looking Eurasian 
WITCH.
 
ERICSON
Be quick, Witch. Let the deed
be done.
 
The Witch unravels a scroll and recites:
 
WITCH
Oh Loki, ancient one. Thy mischief
dwell now in waters, base and
bland. And in waves and sand thy
magic forever sleep...
 
As the Witch speaks, a strong wind kicks up and a black wall of 
clouds appears. The sky explodes in THUNDER and LIGHTNING. The 
men 
look about fearfully.
 
ERICSON (CONT.)
Back to the ship men, hurry.
 
OLAF
Captain, you've discovered a new
world. It is your right to name it.
 
ERICSON
Leave that to the Italians. We're
never coming back here. Never.
This land is now cursed.
 
DISSOLVE TO:
 
A SIGN: 'BEACH CLOSED - RAW SEWAGE - NO SWIMMING'
 
EXT. BEACH - PRESENT DAY
 
Hot, smoggy and packed. Cityscape of towering skyscrapers stands 
in the haze just beyond the crowded beach.
 
SUPER: EDGE CITY - THE PRESENT
 
A caffeine-driven D.J's voice booms over the beach-goers' radios.
 
D.J. (V.O.)
Yessiree, it's a four-alarm
sizzler out there today with highs
in the upper nineties and no
relief in sight. We have a third
stage smog advisory and a metro
traffic gridlock alert.
Flourocarbons are up, the Dow
Jones is down and we're expecting
another Spike Lee movie any
second. In other words folks,
it's just another bee-youtiful
day in Edge City.
 
Camera ENDFRAMES on an industrial barge marked "Department of 
Sanitation." A crane's cable line disappears underwater.
 
EXT. UNDERWATER - SAME TIME
 
SCUBA WELDERS repair a cracked, scum spewing pipe. One diver hits 
something hard with his dredger. He unearths...
 
THE ANCIENT IRON BOX
 
Rust and barnacles partially obscure the engraved images of Norse 
gods and demons.
 
THE DIVER wedges his scuba knife under the corroded lock. Erie 
'MASK' theme SFX rise as he tries to pry open the lid.
 
Suddenly the PIPELINE BREAKS FREE, crushing the diver and 
cracking open the box.
 
SOMETHING (seen only in rippling shadow) explodes out of the box 
on a cloud of bubbles and shoots toward the surface.
 
EXT. WATER
 
The Mask surfaces in the f.g. as lightening EXPLODES across the 
distant cityscape.
 
CUT TO:
 
EXT. EDGE CITY BANK
 
A banner displays their proud motto: "WE BANK ON TOMORROW."
 
EXT./INT. EDGE CITY BANK
 
CHARLIE SCHUMACHER (30's) gazes out the window from his cluttered 
desk as the crack of THUNDER echos through the urban canyons.
 
CHARLIE
Look at those clouds rollin' in,
man. Freaky weather.
 
STANLEY IPKISS, a bright0eyed amiable young account exec pauses 
by Charlie's desk and drops off a print-out.
 
STANLEY
Hey Charlie, can you go over these
stats? We're supposed to have
a complete report before lunch.
 
Charlie takes one looks at the complex print-outs and tosses them 
back.
 
CHARLIE
Woah. Sorry Stanley, I just had
my weave tightened and my head
is killing me. Be a pal and take
those over to Hinkleman, will ya?
 
MAGGIE, a cute young blonde now strolls by.
 
MAGGIE
Hi guys. Did you have any luck
with those concert tickets
Stanley?
 
Stanley perks up at the sight of her.
 
STANLEY
I sure did. Friday night, just
like you wanted.
 
MAGGIE
Oh, Stanley, that's wonderful.
 
STANLEY
What time should I pick you up?
 
MAGGIE
Gee, I don't know. My best
girlfriend just got into town and
I know she'd love to go. Can we
get an extra ticket for her?
 
STANLEY
Well... uh, actually it's sold
out. I was kinda lucky to get
these.
 
MAGGIE
She's only going to be in town
a couple of days and I just can't
let her sit at home all alone.
Are you sure there isn't something
we can do?
 
Stanley considers the situation for a moment, then pulls the 
tickets out of his pocket.
 
STANLEY
You know what? Here. You two
go.
 
MAGGIE
Oh Stanley, I couldn't do that.
 
STANLEY
No really. Go ahead. It's okay.
I hate concerts anyway. All that,
you know... music floating around.
 
Maggie snatches the tickets from Stanley's hand.
 
MAGGIE
That is so sweet. Sheila's just
going to love this.
 
STANLEY
So maybe you and I can get
together over the weekend?
 
MAGGIE
I'm not sure what's going on, but
just give me a call. You know
I like to be spontaneous.
 
STANLEY
Oh, sure. Me too.
 
MAGGIE
Stanley Ipkiss, you are the nicest
guy.
 
Maggie gives him a quick air-kiss and hurries off to her teller's 
window.
 
CHARLIE
That's it.
 
STANLEY
What?
 
CHARLIE
The kiss of death. As soon as
they use the "N" word it's all
over.
 
STANLEY
So maybe I am a nice guy. So
what?
 
CHARLIE
You are a rug. I am talking
astro-turf here. You're letting
these women sharpen their cleats
on you.
 
STANLEY
Hey, I'm a gentleman. If they
can't appreciate that, it's their
problem.
 
CHARLIE
You spend too much time being
"nice" to a girl, you'll wind up
sittin' around listening to her
complain about the son of a bitch
she really loves.
 
STANLEY
Charlie, you are a very sick
puppy.
 
CHARLIE
Wake up, Stanley! These are the
nineties. We're dealing with an
entire generation of dysfunctional
love junkies. You can't romance
'em. You gotta confuse 'em. It's
the only thing that gets their
attention.
(pauses)
Let me demonstrate. You see that
girl over there?
 
Stanley looks over at the coffee service where an attractive 
young WOMAN is pouring herself a cup of coffee.
 
CHARLIE (CONT.)
Hi Lisa.
 
LISA
(forgets his name)
Oh, hi...
 
CHARLIE
Charlie.
 
LISA
That's right. Sorry.
 
CHARLIE
Lisa, this may seem a little odd,
but my friend over there and I
were having this discusion and
I thought maybe you could settle
it for us.
 
LISA
I'll help out if I can.
 
CHARLIE
(sheepishly)
Actually, I don't know... this
is kind of a personal question.
 
LISA
That's okay. Go ahead.
 
CHARLIE
Alright. Just for the sake of
argument, if I wasn't a happily
married man... am I the kind of
guy you'd go out with?
 
LISA
Oh, um... I don't know.
(pauses)
Well... yeah. I guess I would.
 
CHARLIE
Lisa, I have terrific news for
you.
 
LISA
What?
 
CHARLIE
I'm not married! Is this perfect
or what? Listen, there's not a
lot of women willing to come right
out like that and admit they're
attracted to a guy, but...
 
Lisa SLAPS Charlie, turns on her heel, and marches off.
 
CHARLIE (CONT.)
Jeez... make up your mind.
 
Stanley gives Charlie the fish eye as he returns.
 
CHARLIE
Okay. Bad example. Some
of these women got so much baggage
they need an emotional sky cap.
I'll tell you what Stanley,
tonight I'm gonna take you on a
love safari, deep into the darkest
heart of the urban jungle.
 
STANLEY
And where's that?
 
CHARLIE
The Monkey's Paw. Hottest new
club in town. It's a guaranteed
skirt alert and no dead beats
allowed.
 
STANLEY
So how are we gonna get in?
 
CHARLIE
Woah, do I detect a little
self-image problem there, buddy?
You just leave everything to me.
This, my friend is going to be
the perfect night on the town.
 
Suddenly a resounding peal of THUNDER rings out like the crack of 
doom. Sheets of rain pour down on the bank's windows.
 
EXT. STREET
 
Pedestrians scramble for cover in the sudden downpour.
 
INT. BANK - FOYER
 
A young woman scurries into the bank holding a newspaper over her 
head. She's soaking wet and pauses in the foyer to straighten 
herself out.
 
Charlie immediately notices her...
 
CHARLIE
Hold the phone. Killer at three
o'clock.
 
Stanley follows his gaze.
 
STANLEY'S P.O.V.
 
CAMERA does a classic CHEESECAKE TILT-UP starting with the 
woman's million dollar legs as she squeezes some of the water out 
of her 
skirt... up past her body, which through her damp summer clothes 
is undeniable proof that there is a God... up... up... to her 
face as that 
newspaper is tossed aside. She's a heart-stopping woman/child 
with a Cupid's bow mouth and ice blue eyes. In other words she's 
trouble. 
Big trouble, also known as TINA CARLYLE.
 
Charlie may as well have just seen the Virgin of Guadalupe.
 
CHARLIE
(hushed reverence)
Oh my god... A perfect dime. The
dame of dames. The Moby of my
dick.
 
STANLEY
Easy Charlie. You'll sprain your
eyes.
 
Tina now enters and walks towards Stanley and Charlie.
 
TINA
Excuse me, where can I open a new
account?
 
Charlie flashes his best 100 watt smile.
 
CHARLIE
You've come to the right place,
ma'am. Just step right this way
and pull up a chair...
 
Charlie tries to steer Tina to his desk, but she's still 
preoccupied with her damp clothing.
 
TINA
Oh, I'm sorry. I'm a complete
wreck. Will you hold this please?
 
She hands her shoulder bag to Stanley and peels off her wet 
blazer, creating another awe-inspiring visual moment.
 
CHARLIE
Here, let me take that for you.
 
Charlie clutches her jacket with white knuckles.
 
TINA
Thanks.
 
But Tina turns and sits at Stanley's desk; Charlie is stunned at 
his near miss, but there's not a thing he can do about it.
 
STANLEY
So, uh, what kind of account did
you have in mind?
 
TINA
(smiles sweetly)
Well, I'm not sure exactly. I'm
just terrible with things like
that. That's an interesting tie
Mr...?
 
STANLEY
Ipkiss. Stanley Ipkiss...
 
Tina extends her hand.
 
TINA
Tina Carlyle. Pleased to meet
you.
 
STANLEY
The, uh... pleasure's all mine.
 
Tina notices a box of Kleenex on Stanley's desk.
 
TINA
May I? I'm such a mess.
 
STANLEY
Oh... of course.
 
Tina takes out a compact and daintily blots the moisture from her 
face.
 
TINA
As I was saying about that tie. It's
like one of those, what do you
call them, ink blot tests.
 
STANLEY
A Rorschach test.
 
She twists open a tube of lip gloss andbegins to run it across 
her incredibly lush liips.
 
TINA
That's it. It looks like... um.
A young woman riding bareback.
You know, like a Lady Godiva or
something.
 
STANLEY
Really? I don't think I can...
 
She slowly runs a finger along Stanley's tie.
 
TINA
Or... if that's not a horse it
could be two lovers. A man and
a woman. That would be the woman
on top, of course.
 
STANLEY
(mesmerized)
...Of course.
 
She licks her lips and blots them on the Kleenex, leaving a 
perfect kiss impression and drops it on Stanley's desk.
 
TINA
What do you see, Mr. Ipkiss?
 
Stanley starts to get uncomfortable under her gaze.
 
STANLEY
I don't know. ...Bold colors.
It's a power tie, y'know? They're
supposed to make you feel...
powerful.
 
TINA
Does it work?
 
STANLEY
Sort of. It's just a tie. Now,
about that account.
 
CLOSE-UP
 
as Tina drops her compact back in her shoulder bag and we see her 
flick a red L.E.D. light on. She carefully adjusts the bag, 
aiming a tiny 
CAMERA LENS neatly concealed within it.
 
Tina's pointing the bag at the open bank vault that stands a 
short distance from Stanley's desk.
 
CUT TO:
 
C.U. - VIDEO MONITOR
 
displaying the shot of the vault that Tina is broadcasting.
 
WIDER - INT. MONKEY'S PAW NIGHT CLUB
 
DORIAN TYREL - a slick nouveau-mobster complete with diamond ear 
stud and Matsuda jacket watches the video broadcast from his 
inner 
sanctum; an eclectic post-modern playroom with an array of 
electronic toys and minimalist gun racks.
 
Dorian sips nervously on a Yoo-Hoo as he watches the show.
 
DORIAN
That's it sweetheart. A little
to the right.
 
His two gunsels, SWEET EDDY and CHUN WOO are busy at the back of 
the room playing air-hockey. Serious firepower is visible in 
their 
shoulder holsters.
 
DORIAN (CONT.)
Hey, will you guys keep it down
back there?
 
Dorian's safe cracking expert, a black hip-hop artist named 
DOCTOR FREEZE scribbles notes as he watches the screen with a 
practiced eye.
 
DR. FREEZE
That's cool, man. Freeze it right
there.
 
Dorian punches a button and the image freezes.
 
DORIAN
What do you think, Doctor?
 
DR. FREEZE
Layout's not bad. We got us a
sweet little Perkins/Jenning time
lock. But them motion detectors
are putting the chill on my
thrill.
 
DORIAN
Can you pull it off?
 
DR. FREEZE
Hey, you're talkin' with the
Doctah, man. It's all about time
and money.
 
DORIAN
Yeah, well the meter's runnin'
on this one. We got less than
a week.
 
DR. FREEZE
Not cool. What about the coin?
 
DORIAN
There's plenty. And I'll be happy
to invest your share.
 
DR. FREEZE
What you talkin' about, man?
 
DORIAN
This isn't about the lousy couple
hundred thou' that's sitting in
that vault, Freeze. That's chump
change.
 
DR. FREEZE
Yeah? Then I'm chump number one,
man.
 
DORIAN
We gotta expand your horizons
Doctor. Take a look.
 
Dorian pulls back a curtain. An amazingly gaudy building stands 
on a pier across the river from Dorian's club. A huge sign across 
it's archway 
reads: "Opening Soon Valhalla Casino".
 
DORIAN (CONT.)
The Valhalla Casino. Twenty mil
of glass, neon, booze and dice.
World class sucker bait. The
grand opening is Saturday night
and it will drive this two bit
club of mine out of existence.
But I say if you can't beat 'em,
take 'em over.
 
DR. FREEZE
Yeah? That's Arnie the Swede's
place, man and he is one ice cold
meatball eatin' motha fucker.
 
DORIAN
Leave him to me. You pull off
this heist and I promise you,
it'll be all tits and champagne
from here on in.
 
CUT TO:
 
EXT. RIVER - CULVERT - SUNSET
 
The Mask lies tangled in a rat's nest of seaweed and garbage 
that's washed up in a culvert under a bridge.
 
A large WHARF RAT now creeps out along the garbage sniffing 
curiously at its timeworn wooden surface. It takes a tentative 
nibble.
 
CLOSER - THE MASK
 
begins to SHIMMER... to vibrate with its own magical inner life. 
The rat SQUEAKS and jumps back, disturbing the pile of garbage.
 
WIDER
 
The Mask is dislodged and floats back out into the river. Camera 
TILTS UP with the Mask as it follows the current into the dark 
heart of the city.
 
CUT TO:
 
EXT. CITY STREET - EARLY EVENING
 
Stanley and Charlie are riding along at breakneck speed in a taxi 
cab.
 
STANLEY
Hold it up right here, please.
 
A gun port suddenly SLAMS open and the wild-eyed Albanian TAXI 
DRIVER wheels about and cocks a huge .45 from his side of the 
bullet 
riddled partition as the cab continues to barrel through traffic.
 
DRIVER
Hold up?! No hold up! I keel
you very well! I splatter your
guts big time, Mr. Cowboy Man!
 
Stanley dives for cover.
 
CHARLIE
No! No! He only wants you to
stop the cab!
 
The driver instantly SLAMS on the brakes, throwing his passengers 
forward mercilessly.
 
DRIVER
(now totally calm)
Hokay. Pardon you very much.
 
Charlie helps Stanley sit back up.
 
CHARLIE
It's alright, Stanley.
 
STANLEY
(softly)
I hate this town. I really hate
this town.
 
CHARLIE
Why are you getting out here?
 
STANLEY
I gotta pick up my car.
 
CHARLIE
Fine. Now don't forget. Ten
o'clock at the Monkey's Paw. I've
already got us lined up with a
couple of authentic dimes.
 
Stanley steps out of the cab.
 
STANLEY
Charlie, please. The last time
you said that you showed up with
two lesbian mud-wrestlers.
 
CHARLIE
Well, I can't promise we'll get
that lucky again... Later!
 
With a SCREAM of tires the cab peels back out into traffic.
 
CUT TO:
 
INT. RIPLEY'S AUTO FINISHING - EARLY EVENING
 
Stanley enters the grease spattered, cluttered garage and scans 
the area for signs of life. We can hear the CLANK-CLANK-CRASH of 
some 
less than light-fingered automotive work in progress.
 
Stanley DINGS a little service bell sitting on a counter 
plastered with naked playmate decoupage and Mrs. Power Tool '93 
calendars.
 
STANLEY
...Hello?
 
IRV, a lumbering unshaven behemoth of a man with permanently low-
slung refrigerator repairman pants, makes his way past half 
rebuilt car 
carcasses towards Stanley.
 
IRV
Hang on. Hong on. Don't get your
panties in a twist.
 
BURT, a thinner version of Irv with Coke bottle glasses and a mop 
of greasy hair, pops up from beneath a car, RIPS out of chunk of 
motor and 
wiring and holds it up to Irv.
 
BURT
(examining part)
Hey Irv, what the hell is this?
 
IRV
(eyes it carefully)
Ohh... I dunno. About seven
hundred bucks.
 
They both laugh evilly as Irv slaps Burt on the back. Irv makes 
his way over to Stanley, still chuckling to himself.
 
IRV
Now what can I do for you, Bub?
 
STANLEY
I'm here for the Civic.
 
IRV
Japanese car, right? Kind of a
nasty pea soup green?
 
STANLEY
Well, they call it Emeral Forest,
actually...
 
Irv turns back to Burt.
 
IRV
Burt! Pea green Civic!
 
Burt pops back up from beneath the hood.
 
BURT
Green Civic... Green Civic. Oh
yeah! Brake drums are still on
order and I'm only halfway through
rebuilding the trans.
 
STANLEY
But I just brought it in for an
oil change!
 
IRV
Yeah? Well you're lucky we caught
those other problems before they
caused some serious trouble.
 
STANLEY
Alright. Alright. When will it
be ready?
 
Irv looks over at Burt, who gives him a "Make something up" look.
 
IRV
Come back tomorro...
(Burt shakes his head "no".)
...First thing next wee...
(Burt shakes again)
...next month?
(Burt shakes an enthusiastic "yes".)
Yeah, first thing next month.
That's if we can get the parts.
 
STANLEY
What am I going to do in the
meantime? I can't afford to keep
taking cabs all over town.
 
Irv smiles a rotten-toothed smile.
 
IRV
Oh, hell... we can take care of
that!
(to Burt archly)
Hey Burt, bring around the loaner.
(to Stanley)
And for you little buddy, only
ten bucks a day.
 
CUT TO:
 
EXT. MONKEY'S PAW - NIGHT
 
The joint is jumping with musclehead BOUNCERS picking and 
choosing from the crowd of terminally trendy WANNABE'S gathered 
around the 
entrance. A light drizzle is falling.
 
A parade of swanky cars pulls up one by one as CAR HOPS scurry to 
keep up with the flow;
 
A glistening pearlescent Rolls Royce.
 
A fire engine red Ferrari.
 
A classic two tone Corniche in tan and burgundy.
 
And finally a broken down Citroen in rust bucket red and spackle 
gray RUMBLES up to the front of the club with a disgruntled 
Stanley behind 
the wheel.
 
A car hop attempts to open the door, but it's rusted shut. 
Stanley throws his shoulder into it and the door finally pops 
open with a SCREECH of 
metal. Stanley nearly tumbles out into the street.
 
He smiles nervously at a high class couple looking with disdain 
at the eyesore-mobile. He pats the hood.
 
STANLEY
It's a classic.
 
The car hop jumps in and tries to throw the car into gear with a 
horrible GRINDING. He finally waves over two other car hops who 
quickly push 
it off down the street.
 
CHARLIE
Hey, Stanley. Nice wheels. What
is that, a Rolls Canardley?
 
STANLEY
A what?
 
CHARLIE
You know, a Rolls Canardley.
Rolls down one hill canardley roll
up the next.
(he cracks up)
 
STANLEY
We are not discussing the car,
okay?
 
CHARLIE
Whatever you say, man.
 
Charlie gestures expansively towards the club.
 
CHARLIE
What do you think? Pretty
terrific, huh? This place make
Sodom and Gomorrah look like
Mayberry.
 
Stanley now notices a life-sized poster of Tina Carlyle standing 
by the main entrance that reads "Featuring the Musical Stylings 
of Miss Tina 
Carlyle."
 
STANLEY
Hey, isn't that...
 
CHARLIE
Right. The wet dream from the
bank.
(pauses)
Hold on... I think I see my future
ex-wife.
 
Two rather tacky looking GIRLS beckon Charlie from the crowd.
 
GIRLS
Hey Charlie! Charlie!
 
CHARLIE
(waves)
We're in luck. It's Barbie and
Pebbles.
 
STANLEY
Doesn't it bother you that all
the women you know are named after
cartoon characters?
 
Barbie and Pebbles hurry over through the crowd.
 
BARBIE
We've been waiting out here for
hours. Can you get us in?
 
CHARLIE
No, problemo. Ladies, this is my
pal Stanley Ipkiss.
(leans closer)
Stanley's very influential in the
banking business.
 
Charlie is truly in his element as he elbows his way through the 
crowd dragging his entourage with him.
 
EXT. THE FRONT DOOR
 
Charlie finally makes through the crush of badies at the entry 
way's velvet ropes and calls to one of the two hulking BOUNCERS 
that guard the 
door.
 
CHARLIE
Hey Bobby! Bobby, buddy. What's
happening man?
 
Bobby completely ignores Charlie as he ushers a pasty faced ROCK 
STAR and his underage TARTLET past the ropes.
 
CHARLIE (CONT.)
(to the girls)
This will just take a second.
(to the other bouncer)
Yo Nick! It's me... Charlie!
 
Nick is also completely oblivious.
 
STANLEY
Forget it, Charlie. I refuse to
stand here waiting to be judged
by these power-mad steroid
jockeys.
 
CHARLIE
How much cash you got on you?
 
STANLEY
What?
 
CHARLIE
You heard me. How much you got?
 
STANLEY
I dunno, fifty or sixty bucks.
 
CHARLIE
Hand it over.
 
STANLEY
No way.
 
CHARLIE
Hey, I'll pay you back! I'm only
carrying plastic. C'mon man, you
want to stand out here all night?
 
Stanley begrudgingly starts to count out some cash. Charlie 
snatches the whole wad and elbows his way back around to the 
ropes.
 
CHARLIE
(subtly flashing bills)
Hey Bobby!
 
Bobby's uncanny tip radar suddenly lights up.
 
BOBBY
Charlie, how you doin' man? Long
time no see.
 
Bobby unsnaps the rope for Charlie and gets the cash handshake he 
longs for.
 
The crowd surges around Charlie, Barbie and Pebbles as they step 
by, briefly cutting Stanley off.
 
He catches up just as the all-important rope is SNAPPED closed.
 
STANLEY
Hey, wait a minute! Charlie!
 
But Charlie and the girls have already been whisked inside. 
Dorian now steps out of the club and begins to check Bobby's 
list.
 
STANLEY (CONT.)
I'm with them! Hey, Bobby!
 
But Bobby is back into his deaf and dumb routine. Stanley unsnaps 
the rope himself and starts throgh. Bobby and BOUNCER #2 
immediately 
grab Stanley and quickly subdue him.
 
STANLEY
Hey! Leggo... awk!
 
Dorian glares at Stanley.
 
DORIAN
Lose him.
 
The bouncers drag Stanley through the crowd and unceremoniously 
toss him out into the rain-slick street.
 
ANGLE ON THE STREET
 
Stanley slowly rises, smoothing out his disheveled clothing. A 
horn BLARES and Stanley scrambles to one side as a limo swings 
into the 
club's alleyway, splattering him with a wave of muddy water.
 
Stanley wipes the mud from his eyes just in time to see Tina 
Carlyle escorted from the back of the limo by a CHAUFFEUR 
carrying an umbrella. 
She's shoe-horned into a heart-stopping red dress that's fighting 
a losing battle to restrain her decolletage.
 
Their EYES MEET. Tina pauses as she recognizes him.
 
TINA
(smiles)
Oh... Stanley. Hi.
 
Stanley realizes he looks ridiculous but gives a pathetic little 
wave hello anyway.
 
TINA (CONT.)
Are you okay?
 
Stanley gestures "no problem" and tries to strike a casual pose 
against a street lamp, but slips and nearly falls.
 
With a SQUEAL of grinding gears and the KA-POW of a backfire, the 
car hop pulls Stanley's battered loaner right up behind him.
 
Stanley flashes a last nervous smile at Tina, and digs for the 
car hop's tip money... nothing.
 
He shrugs apologetically to the disgusted car hop and climbs in. 
The car RATTLES, COUGHS the finally ROARS off in a cloud of 
noxious 
exhaust fumes.
 
DISSOLVE TO:
 
EXT. TAHOOCHIE BRIDGE - NIGHT
 
A forlorn looking spot on the outskirts of Edge City. We can hear 
Stanley's car SPUTTERING and POPPING along before it actually 
pulls into 
sight on the dark rain-slick street.
 
INT. CAR
 
Stanley drives along in a miserable daze. Suddenly the engine 
starts KNOCKING violently and the car dies.
 
EXT. BRIDGE
 
Steam HISSES from the radiator as the car slowly rolls to a stop. 
Stanley GRINDS the ignition key again and again trying futilely 
to restart the 
engine.
 
Finally, Stanley fights his way out of the rusted door with a 
SQUEAL of metal, turns and kicks the bumper... which promptly 
falls off with a 
resounding CLUNK.
 
Beat.
 
The front axle collapses, the tires fall off and the driver's 
side door CLATTERS to the ground.
 
Stanley stands there staring at the steaming heap of useless 
metal... his mind a complete blank.
 
He slowly turns, looking down at the black brackish water 
swirling along beneath the Tahoochie Bridge. A wave of melancholy 
sweeps over 
him. Stanley plucks a button from his coat and watches as it 
drops down... down to the river below.
 
Suddenly, something catches Stanley's eye... a BODY, floating 
along in the darkness. He snaps back to reality.
 
STANLEY (CONT.)
Hey... Hey mister!
 
EXT. RIVER BANK
 
Stanley rushes down the slippery embankment beneath the bridge. 
He spots the body dead ahead, floating along in the moonlight and 
hurries 
as fast as he can.
 
CAMERA DOLLIES with Stanley as he scrambles down the slope; a 
black cat YOWLS as it races past him. He steps on and shatters a 
discarded mirror, and he ducks under an old ladder that leans 
against the bridge's foundation as he finally reaches the shore.
 
Stanley splashes into the waist deep water just in time to catch 
the body as it floats by.
 
CLOSER - BODY
 
As Stanley grabs it, the "body" falls to pieces... revealing that 
it's nothing but a trash bag, an old tire and some floating bits 
of garbage all 
clinging to the "head": an old wooden Mask.
 
Stanley shakes his head in disgust... some lifesaver.
 
Stanley inspects the Mask more closely; strange ritualistic 
symbols carved into a puckish face with a leering grin and eerie 
empty eye holes.
 
The faintest sound of a haunting "Mask SFX Theme" rises as 
Stanley turns the Mask around and inspects the inside... slowly 
bringing it 
closer and closer to his face. The surface of the Mask begins to 
SHIMMER.
 
But then... RIBET! A frog jumps out of it, right into Stanley's 
face. Stanley nearly loses his footing on the slippery river 
bottom.
 
Suddenly a blinding SPOTLIGHT shines down from the bridge and an 
amplified voice calls out from a squad car.
 
POLICEMAN
Hey, you! What are you doing down
there?
 
Stanley squints into the light, trying to think of a reasonable 
answer.
 
STANLEY
I was just looking for...
(holds up Mask)
My mask.
 
CUT TO:
 
INT. MONKEY'S PAW - NIGHT
 
The club is closing up. WAITERS stack chairs on top of tables in 
the B.G. as Tina gathers her sheet music from her PIANIST.
 
TINA
Thanks Reno, you're the greatest.
 
RENO
G'night, doll.
 
Tina crosses to the bar area where Dorian lounges with DR. 
FREEZE, SWEET EDDY and CHUN WOO. Dorian toasts her as she pulls 
up a bar 
stool.
 
DORIAN
That was a great performance,
baby. But not as great as the
one you pulled off at the bank.
 
TINA
Yeah, well don't get used to it.
I'm not going to start running
cons for you again, Dorian. I'm
a singer now and that's it.
 
Dorian rolls his eyes at Freeze, "Get her".
 
DORIAN
Oh, really? And you had such a
red hot career before you latched
on to me?
 
Tina pours herself a drink.
 
TINA
Who latched on to who?
 
DORIAN
Get real, Tina. You'll do what
I say or I'll drop you back where
I found you, slingin' hash and
dodgin' horny peterbuilt drivers.
 
TINA
(downs a shot)
Don't push me, Nicky. I might
just take a walk I should have
taken a long time ago.
 
DORIAN
(chuckles)
Easy, baby. Easy.
(to his men)
I love it when she gets pissed.
 
Dorian scoots over and puts an arm around Tina. She remains cool.
 
DORIAN (CONT.)
C'mere. You take a hike and who's
gonna kiss you like Dorian Tyrel.
 
Tina pours another shot.
 
DORIAN (CONT.)
C'mon. Who?
 
Tina finally cracks a smile.
 
TINA
Nobody.
 
DORIAN
(pulls her close)
That's right, baby. C'mere.
 
Tina slowly leans in for a kiss, her lips softly parted... but 
raises a finger to Dorian's lips, stopping him cold. She glances 
over at Freeze.
 
TINA
Sorry. I never get personal in
front of the help.
 
Tina abruptly stands and exits as Freeze glares at her.
 
Dorian breaks into laughter.
 
DORIAN
That broad kills me.
 
DR. FREEZE
She just might, man. The bitch
is trouble.
 
Dorian pours them all a drink.
 
DORIAN
C'mon Doctor, lighten up.
(raises his glass)
Here's to Edge City Bank.
May it crack like an egg on Easter
Sunday.
 
Their glasses CLINK.
 
CUT TO:
 
EXT. APARTMENT BUILDING - NIGHT
 
The police car pulls up in front of Stanley's brownstone and he 
wearily climbs out.
 
OFFICER
Okay, Mr. Ipkiss. Try to be a
little more careful next time.
 
STANLEY
Thanks Officer.
 
The black and white pulls away and Stanley starts across the 
empty street.
 
VOICE
Hey, mister...
 
Stanley turns.
 
A razor-cut DEATH'S HEAD PUNKER hops down from a fire escape in a 
darkened alleyway.
 
DEATH'S HEAD
You a cop or something?
 
A half dozen other DEATH'S HEADS appear out of the shadows all 
decked out in nipple chains, tattoos and other self-mutilation-
as-fashion 
oddments.
 
STANLEY
Uh... no. They just gave me a
lift.
 
DEATH'S HEAD
A cop chauffeur? I never seen
that before. How about you boys?
 
The other Death's Heads pipe up with "Not Me," "Nope," "Pretty 
special," etc. as they slowly surround Stanley.
 
STANLEY
Alright, you guys. It's been a
tough night. I haven't got any
money. I haven't got a car. All
I have is this and you're
welcome to it.
 
Stanley tosses Death's Head #1 the Mask.
 
He briefly inspects the funky looking antique, still slick with 
river slime, then tosses it back. He approaches Stanley.
 
DEATH'S HEAD
Hey, man. You got us all wrong.
We don't want any trouble. I was
just going to ask you for the
time. That's all. You got the
time?
 
STANLEY
Uh... yeah.
 
As Stanley pulls back his sleeve to check his watch, the Death's 
Head flicks out a butterfly knife. With a FLASH of steel, he 
slices straight 
through Stanley's watch band and snatches the watch.
 
DEATH'S HEAD
(holding up his prize)
See, I only wanted the time! Heh,
he, heh...
 
All the punkers laugh like the half-wits they are as Death's Head 
#1 shoves Stanley into Death's Head #2. #2 pushes him back across 
to #3 and 
so on. Stanley is roughly bounced back and forth more and more 
violently within the circle of giggling street toughs. He finally 
breaks free and 
scrambles to his front door, still reeling with dizziness. He 
fumbles with the key and SLAMS the door behind him as the Death's 
Heads roar with 
laughter.
 
CUT TO:
 
INT. APARTMENT BUILDING - NIGHT
 
Stanley's wet shoes SQUEAK as he tiptoes past -
 
APARTMENT "A" - MANAGER
 
A sign that reads "Quiet Please" hangs from the doorknob. Stanley 
continues past it to Apartment "B". Just as he removes his keys - 
the 
Manager's door flies open and MRS. PEENMAN appears. She's an old 
dragon in hair curlers who will probably live forever just to 
spite her 
relatives.
 
MRS. PEENMAN
Ipkiss! Do you have any idea what
time it is?
 
Reflexively, he looks at his (now empty) wrist.
 
STANLEY
Actually, no.
 
MRS. PEENMAN
It's three o'clock in the morning!
First, you wake up the entire
building laughing it up with your
pals. Then, you come in and start
squeak -
(sees puddles)
My new carpet! Just look at that!
This is coming out of your
cleaning deposit Ipkiss!
 
Stanley, battered, bruised and soaking wet is deep in urban 
shell-shock.
 
STANLEY
(softly)
Are you done?
 
MRS. PEENMAN
...Yes.
 
STANLEY
I think I'll be going to bed now.
 
Mrs. Peenman SLAMS her door.
 
INT. STANLEY'S APARTMENT - CONTINUES
 
Small, full of books but very neat. A few cherished animation 
cels from 1940s cartoons are framed on the wall. As Stanley locks 
the door behind 
him - he's greeted by MILO, a happy little terrie sized mutt with 
a big heart.
 
STANLEY
Hello, Milo.
 
Milo gets so excited he starts GAGGING and COUGHING.
 
STANLEY (CONT.)
Easy, buddy. I missed you too.
 
Stanley pats Milo on the rump, crosses his tiny kitchenette and 
heads straight into...
 
THE BEDROOM
 
Stanley's prized collection of "golden Age" Looney Tunes tapes 
are neatly displayed on a simple bookshelf.
 
He tosses the Mask down on his bedside table, pops one of his 
cherished Tex Avery cartoons into the V.C.R., plops down on his 
bed and 
starts to strip off his shoes and socks.
 
MILO
 
enters, holding a Frisbee in his mouth.
 
STANLEY (CONT.)
C'mon, Milo. I'm beat.
(to the dog YIPS)
Okay, okay. One throw.
 
Stanley tosses the Frisbee into the air. The disk sails...
 
OUT OF THE BEDROOM AND INTO THE HALLWAY
 
Milo runs it down, leaps up, and makes a perfect catch. He trots 
back to the bedroom, and drops it in Stanley's lap.
 
STANLEY
Easy. This is the best part.
 
On the screen a cartoon dog ZZZIPS into frame and drops a 
frizzing stick of dynamite down a bad guy's pants. KA-BOOM! The 
dog LAUGHS 
maniacally.
 
Suddenly there is a POUNDING on the wall that rattles Stanley's 
framed cartoon cels.
 
STANLEY (CONT.)
(calls out)
Sorry Mrs. Peenman.
 
With a sigh, he ejects the tape and a much quieter talk show POPS 
on. Larry King and a guest.
 
Stanley rises and crosses into the bathroom to wash up.
 
ANGLE ON T.V.
 
King's guest, Dr. Arthur Neuman, is replying to a caller.
 
DR. NEUMAN
That's correct. The truth is we
all wear masks, metaphorically
speaking. We repress the Id...
our darkest desires and hide
behind a more socially acceptable
image of ourselves in order to
cope with the frustrations of our
day to day lives.
 
Stanley's only half listening though the open bathroom door as he 
brushes his teeth.
 
STANLEY
Think I'm repressed, Milo?
 
Stanley tries a couple of fierce expressions in the bathroom 
mirror, his mouth foaming with toothpaste.
 
Milo does that doggie-head-cocked-sideways "What the hell?" look.
 
STANLEY (CONT.)
(half-heartedly)
Nah.
 
He spits and rinses.
 
ANGLE ON T.V.
 
as King wraps it up, displaying the doctor's book.
 
LARRY KING
The book is "The Masks We Wear,"
by Dr. Arthur Neuman. Thank you
Dr. Neuman.
 
Stanley pops off the T.V.with his remote.
 
STANLEY
No thank you, Dr. Neuman.
 
As he buttons up his P.J.s, Stanley notices Milo warily sniffing 
at the strange Mask, which is still lying on the bedside table. A 
subtle 
SHIMMER crosses its surface. Milo WHIMPERS and quickly hops off 
the bed.
 
We now begin to hear the "Mask Theme"... echoes of the POUNDING 
Viking drums... growing louder. Haunting whispery VOICES seem to 
call to Stanley as he slowly crosses to the bedside. He picks up 
the Mask and turns it over in his hands running his fingers 
across the time 
work wood. The music builds...
 
He turns back to the bathroom mirror and slowly raises the Mask 
to his face. Milo watches apprehensively from beneath the bed.
 
For an instant - the MASK SHRINK WRAPS like a vacuum over 
Stanley's head. We hear the PIERCING MASK SFX.
 
Then, a beat later, the Mask is off with a POP. The SFX STOP.
 
STANLEY (CONT.)
Whoa.
 
Stanley studies the old mask, then his own face in the mirror. 
Everything's status quo. It must have been his imagination.
 
STANLEY (CONT.)
Naw...
 
He puts the Mask on again - firmly this time. Milo dives under 
the bed as...
 
AN INCREDIBLE METAMORPHOSIS BEGINS:
 
RUBBERY WOODEN WHIPS shoot out of the Mask and wrap around 
Stanley's head - locking the Mask in place.
 
STANLEY'S PAJAMAS magically reweave themselves... growing in all 
directions.
 
HIS HEAD THROBS AND EXPANDS, turning lime green as it unites with 
the Mask.
 
STANLEY GRABS HIS HEAD - His body begins to move uncontrollably.
 
Spinning faster and faster like a gyroscope. The SFX get loonier 
and loonier as he becomes...
 
A HUMAN TORNADO. Stanley's words are almost unintelligible as his 
voice jumps one, two, five octaves.
 
STANLEY
Hellllllllppppmmmmmmmeeeeeeeee...
 
A HAND reaches out of the twister and locks onto the bedpost. The 
whirlwind SCREECHES to a halt, causing sparks and smoke to rise 
from 
the singed carpet. The smoke clears revealing...
 
THE MASK CREATURE
 
He's dressed in a snazzy zoot suit - a distortion of the paisley 
material of Stanley's pajamas.
 
The head is no longer Stanley's. It's large, bald and bright 
green. The huge bug-eyes glow with mischief. The nose is small, 
bony and beaked. 
The mouth and teeth are enormous and gleaming white as he breaks 
into a learning grin.
 
The overall effect is devilishly loony, but not altogether 
unhuman. In fact, there's something downright charming about him.
 
The Mask checks himself out in the mirror and likes what he sees.
 
THE MASK
S-s-s-nazzy!
 
He SNAPS his bow tie with a crazy gleam in his eyes.
 
THE MASK (CONT.)
It's party time!
 
INT. HALLWAY - NIGHT
 
Trying to ber VERY, VERY quiet, the Mask tiptoes down the 
darkened corridor. The floor makes a barely audible CREEEEK as 
the Mask steps 
with exaggerated care pst APARTMENT "A" with it's little "Quiet 
Please" sign. He raises a finger to his lip, making the "SHUSH" 
sign.
 
Suddenly - and unexplicably - a ringing ALARM CLOCK leaps out of 
Stanley/Mask's pocket and starts jittering down the hall.
 
STANLEY/MASK
O, jeepers--!
 
Stanley/Mask tries to snag the clock, but it bounces away every 
time. Frustrated, he pulls a full sized SLEDGEHAMMER from his 
pocket and 
starts POUNDING the floor in an effort to stop the clock. 
Glancing blows shatter the clock face and most of the works, but 
those bells just keep 
ringing.
 
The hammer, of course, slams craters the size of manhole covers 
into the floor and reverberates through the building like 
THUNDERBOLTS.
 
The door bursts open and Mrs. Peenman's angry face pops out 
covered in blue mud pack and framed in curlers. She gets one look 
at the Mask 
with his oversized carnival mallet raised over his head and 
SCREAMS bloody murder.
 
The Mask SCREAMS in response, his eyes bugging out on stalks and 
his mouth expanding to the size of a tuba in mock horror.
 
Mrs. Peenman's door SLAMS shut and reopens a beat later as she 
appears cocking an enormous shotgun.
 
MASK
Easy lady! I was just killin'
time!
 
The Mask starts ricocheting off the walls HOOTING maniacal 
laughter as Mrs. Peenman lets loose with both barrels. KA-BOOM.
 
The Mask bounces off walls as Mrs. Peenman continues to blast 
away, and finally leaps straight out the window. KEE-RASH.
 
EXT. APARTMENT - NIGHT
 
Sending his body SAILING our through the air towards the street 
seven stories below.
 
STANLEY/MASK
Ahhhhhhhhhhhhhhhh-
 
EXT. CITY STREET - NIGHT
 
SPLAT. Stanley/Mask lands face up in the middle of the street. He 
slow... painfully starts to rise as a STREET CLEANING machine 
turns a 
corner and RUNS DIRECTLY OVER HIM. The machine disappears down 
the street as we HOLD on Stanley/Mask's flattened body.
 
He raises one arm, grabs himself by the head and peels himself 
off the street. He shakes himself out with one sharp CRACK and 
straightens his 
zoot suit. He's shocked to find a tiny SPOT on his sleeve.
 
STANLEY/MASK
Hey! You missed a spot!
 
As if on cue, a SECOND street cleaning machine SLAMS into him and 
RUNS OVER HIM AGAIN. This time he reinflates himself back into 3-
D 
by blowing into his thumb and hops up.
 
STANLEY/MASK
And next time, no starch!
 
Fully recovered, Stanley/Mask starts down the street, strutting 
like a prize fighter.
 
VOICE
Hey mister...
 
Death's Head punker #1 hops down from his fire esscape behind the 
Mask.
 
DEATH'S HEAD #1
(grins evilly)
...You got the time?
 
The Mask turns to see he is surrounded by the Death's Head 
punkers. He seems to be delighted by their presence, but now that 
they see his 
face, they're totally freaked.
 
MASK
(wiggles eyebrows)
Why of course, Cubbie. I got all
the time in the world!
 
He whips out his forearm (which grows large for emphasis cartoon-
style). It's covered with crazily spinning watches, CHIMING 
cuckoo clocks 
and sun dials.
 
MASK
London, Paris, Rome, standard,
substandard and no standards at
all! And for our English friends
we have... Big Ben!
 
DEATH'S HEAD #1
Big Ben?
 
 
Stanley/Mask KICKS a nearby street post, snapping it in half and 
sending a large decorative street clock PLUMMETING into the 
sidewalk. 
KA-BONG! It completely obliterates Death's Head #1. The other 
gang members jump back in shock as the Mask races around the 
corner.
 
DEATH'S HEAD #2
Get him!
 
The Death's Heads pull out nasty homemade weapons and race around 
the corner into the alleyway.
 
INT. ALLEY
 
They come to a screeching halt as they discover Stanley/Mask 
dressed as a carnival barker. Multicolored lights and Calliope 
music come from 
out of nowhere.
 
MASK
And for my next trick...
 
Long pink and blue balloons appear in Stanley/Mask's hands and he 
instantly goes into a frenzy of twisting and knotting them into 
an 
elaborate balloon sculpture. SQUEAK. SQUEAK. SCREECH.
 
The Death's Heads are too stunned by the severe weirdness of all 
this to do anything but stand there and stare. (These guys were 
no rocket 
scientists in the first place.)
 
MASK (CONT.)
And viola! We have a giraffe!
 
Sure enough, he's created a first rate balloon sculpture. He 
hands it to the biggest, dumbest Death's Head, who grins like a 
little kid upon 
receiving it.
 
The Mask instantly goes into another flurry of motion, sculpting 
more balloons. SCREECH POP.
 
MASK (CONT.)
A few more twists of the wrist
and for you, Cubbie.
 
He hands this next prize to Death's Head #3.
 
MASK (CONT.)
A French poodle! And finally my
favorite...
 
He goes into another flurry of motion.
 
E.C.U. - BALLOON
 
As the Mask pulls the ends of the knotted balloon, it straightens 
out and MORPHS into...
 
MASK (CONT.)
A Tommy gun!
 
A real one! He immediately sprays the Death's Heads with hot 
lead. RATATATATATAT!
 
The greasy punkers dive for cover and scramble out of the alley 
under a hail of bullets.
 
Stanley/Mask tosses the gun aside, intoxicated with his newfound 
powers.
 
MASK (CONT.)
Wait a minute. This is
incredible! Why, with these
powers I could be a superhero!
I could fight crime... Work for
world peace...
 
C.U. - THE MASK
 
MASK (CONT.)
But first!...
 
CUT TO:
 
EXT. RIPLEY'S AUTO FINISHING - NIGHT
 
It's late, but there's still a light on inside.
 
INT. GARAGE - NIGHT
 
Burt and Irv, both woozy from drink, attempt to finish a card 
game. A dozen empty beer bottles and two half eaten chili dogs 
adorn the table.
 
Irv takes a big bite of his chili dog and pauses to regard it 
like a true connoisseur.
 
IRV
Now these are serious chili dogs.
 
BURT
I know. Here's the proof...
(lets out a long BUUURP)
Aaah. Even tastier the second
time around.
 
Irv leans forward and sticks out his index finger.
 
IRV
Hey Burt, pull on my finger.
 
BURT
No way, man.
 
IRV
No, really. Go ahead.
 
BURT
Irv, don't...
 
Irv raises a leg anyway and rips off a nasty fart. BRAAAP!
 
IRV
(proudly)
That, my friend is the sweet smell
of success.
 
BURT
(shrugs)
No style. I give it a five tops.
 
IRV
Okay, how about... Soprano.
 
Irv shifts his weight and hits an amazing high note. PWEEEEEP! 
Burt is impressed in spite of himself.
 
BURT
Fine muscle control.
 
IRV
And now for my grand finale,
THX... The audience is listening!
 
Irv lets one loose in perfect sensurround.
 
Suddenly the front door EXPLODES inward. Stanley/Mask stands 
there SILHOUETTED like a gunfighter from a Clint Eastwood movie.
 
Irv squints into the light, unable to make out the mysterious 
figure.
 
IRV
Hey, 40 watt... we're closed!
Nobody's here.
 
MASK
Ah... but you're here.
 
Irv rises.
 
IRV
What I mean is...
 
He lets loose a sneaker to help make his point. POOOOT.
 
IRV
Nobody's here that wants to
help you.
 
Stanley/Mask now steps into the light.
 
MASK
But I'm here to help you.
 
Burt and Irv's eyes go wide as they get a better look at their 
nemesis. Fear loosens Irv's sphincter and a last feeble bit of 
gas escapes with a 
FWEEP!
 
Stanley/Mask whirls about with a flourish and pulls two gleaming 
mufflers from the wall.
 
MASK
Sounds like you have a little
exhaust problem there!
 
There's a mad gleam in his eyes as he spins the mufflers like two 
huge pistols and SNAPS them to a halt.
 
MASK (CONT.)
We better do a few touch ups
before you have some serious
trouble.
 
The Mask TWIRLS out of frame like a human tornado.
 
Camera PUSHES IN past Burt and Irv's shocked expressions into an 
E.C.U. of the garage's bare light bulb as it JIGGLES on its wire. 
We can't see the mayhem, but we can hear wacky/bizarre sound F.X. 
as the Mask whirls about the garage. WHIZ! SCREECH! BANG! AHOOGA!
 
BURT AND IRV
No!... Wait! Eeeeeyaah!
 
SLOW DISSOLVE TO:
 
As that light bulb becomes the morning SUN peaking over Edge 
City's skyline. CAMERA PULLS BACK through Stanley's bedroom 
window...
 
INT. STANLEY'S APARTMENT - BEDROOM - DAWN
 
Stanley slowly awakens. He grabs his head and moans, looking and 
feeling completely hung over. Then suddenly he remembers - and 
jumps 
out of bed with a start.
 
He looks in the mirror, touching his face. It's the same old 
Stanley. He looks at his paisley PJ's. Same old PJ's.
 
He picks up the mask. Same old mask.
 
STANLEY
A dream... It was only a dream.
 
Stanley starts to relax. There's a KNOCK at the door.
 
INT. HALLWAY - DAWN
 
Stanley's greeted by LT. KELLAWAY (50). This hound-dog of a cop 
can't help but stare at Stanley's garish pajamas.
 
LT. KELLAWAY
Nice PJ's pal.
 
STANLEY
Can I help you?
 
LT. KELLAWAY
You're Ipkiss? Stanley Ipkiss?
 
STANLEY
That's right.
 
LT. KELLAWAY
Some kind of prowler broke in and
attacked Mrs. Peenman.
 
STANLEY
(swallows hard)
Really? I didn't hear a thing.
 
LT. KELLAWAY
Then you must be a pretty sound
sleeper, Ipkiss 'cause she
unloaded a couple rounds of 20
ott buckshot five feet from your
door.
 
Kellaway swings Stanley's door open wider to give him a better 
view of the damage. Mrs. Peenman stands there in the hall 
tearfully speaking to 
anither OFFICER.
 
Stanley is flabbergasted to see:
 
QUICK CUTS
 
C.U. - The shotgun blasts in the walls.
 
C.U. - The pot holes left from the mallet.
 
C.U. - The shattered remains of the wacky alarm clock.
 
All flashbacks from last night!
 
STANLEY
(gasps)
That's... impossible!
 
LT. KELLAWAY
Excuse me?
 
Stanley quickly pulls himself together.
 
STANLEY
That's... a, possible. See, I
have this inner ear problem.
(wiggles a finger in his ear vigorously)
Sometimes I can't hear a thing.
 
KELLAWAY
(skeptical)
Is that a fact?
 
STANLEY
What?
 
Kellaway leans closer to speak more loudly, but catches himself 
and shoots Stanley a dirty look.
 
KELLAWAY
Forget it.
 
He hands Stanley his card.
 
KELLAWAY (CONT.)
Here. You remember anything
unusual about last night, anything
at all, call me.
 
STANLEY
Sure... thanks.
 
Stanley SLAMS the door and throws his body against it, his heart 
pounding in his chest. Milo gives him that curious 
dog-head-cocked-sideways look.
 
STANLEY (CONT.)
Milo, it was real! How could it
all be... real?
 
Stanley suddenly notices the clock on the wall.
 
STANLEY (CONT.)
Oh my god. I'm late!
 
He races into the bedroom.
 
INT. HALLWAY
 
Kellaway is taking notes as patiently as he can from Mrs. 
Peenman.
 
KELLAWAY
Look, Mrs. Peenman, you gotta
admit your description is pretty
tough to swallow.
 
MRS. PEENMAN
Then you can choke on it for all
I care. I saw what I saw.
 
KELLAWAY
Right.
(refers to notes)
A green head the size of a
pumpkin, purple zoot suit and
spats. That's a pretty serious
fashion risk for any
self-respecting second story man.
 
An OFFICER now hurries up the steps all out of breath.
 
OFFICER
Lt., we just got an emergency call
from a mechanic on 67th Street.
 
KELLAWAY
What?
 
POLICEMAN
Some kind of assault and battery.
Sound pretty bad.
 
KELLAWAY
(sighs)
Alright. Dont' worry Mrs.
Peenman, we'll find this guy for
you. Officer Deluca here has a
few forms you'll have to fill out.
 
CUT TO:
 
INT. STANLEY'S APARTMENT
 
Stanley rushes around the apartment, but he can't find his keys 
anywhere. He finishes tying his tie as he searches.
 
STANLEY
Milo! Keys! Keys!
 
INT. LIVING ROOM - SAME TIME
 
Milo's ears prick. He leaps up and immediately starts sniffing 
around. He pulls a cushion off the sofa and emerges with the keys 
just as Stanley 
comes out, briefcaase in hand.
 
STANLEY
Good boy.
 
He pets his dog, takes his keys and starts out the door... but he 
pauses to take a last look at the mask... It's eerie black eye 
holes and devilish 
grin seem to mock him.
 
On sudden impulse, he grabs it, hurls it out the balcony's 
sliding glass door and exits.
 
SLOW-MO - THE MASK
 
Sailing end over end through the air.
 
EXT. BUILDING
 
As the mask flies out into the sir, a sudden wind kicks up.
 
The mask arcs back toward the building like a boomerang and lands 
balanced precariously on a narrow ledge. Its mocking grin seems 
to glow 
with triumph.
 
CUT TO:
 
EXT. RIPLEY'S AUTO FINISHING - DAY
 
The place looks like it's been hit by cartoon graffiti 
guerrillas: Everything's printed in polka-dots, checks, tartan, 
etc. The 
"Ripley Auto Finishing" sign hangs askew over the doorway. 
Letters have been sprayed out to read "Rip Off!"
 
Several REPORTERS and curious ONLOOKERS stand nearby as Kellaway 
and his men take it all in. PARAMEDICS appear wheeling Burt and 
Irv out of the building on two gurneys.
 
They're both in severe discomfort and look more like cars than 
men: Bodies spray painted metallic colors, hood ornaments glued 
to their 
foreheads, wire rims under each limb, and gleaming four foot long 
mufflers sticking out of their rear ends.
 
They wince in pain at each tiny bump of the gurney.
 
BURT AND IRV
Ah!... Eeeh!... Ooh!
 
Paramedic #3 speaks into his emergency radio-phone as Burt and 
Irv are loaded into the van.
 
PARAMEDIC #3
I want a proctologist standing
by! Yeah, you heard me! The best
one you can find.
 
An OFFICER steps out of the building and approaches Kellaway.
 
OFFICER
We were able to get a description
Lt., but it's pretty weird.
 
KELLAWAY
(sighs)
Let me guess... Big green head.
Zoot suit.
 
OFFICER
How did you...
 
KELLWAY
Whoever this guy is, he's a world
class twisto.
 
PEGGY BRANDT, an attractive young woman in her mid twenties, 
appears besides the other reporters and approaches Kellaway, 
notepad in 
hand.
 
PEGGY
Excuse me, Lt., I'm with the
Evening Star. Can you tell me
what happened here?
 
KELLAWAY
Sorry. Too early to comment.
 
PEGGY
It looks like some kind of mob
scare tactic.
 
KELLAWAY
I said no comment. Now break it
up. This is a crime scene.
 
As the officers disperse the reporters and other onlookers, Peggy 
slips away from the group. Even though it's closed off with 
yellow police 
tape, Peggy slips inside the garage.
 
INT. MECHANIC'S OFFICE - DAY
 
The empty garage has been turned into a topsy-turvy nightmare. 
The same cartoon paint job covers the walls. Peggy looks around, 
sifting 
through some papers scattered all over the floor. Nothing.
 
Then she spies the COMPLAINT BOX. Peggy opens it and pulls out a 
HANDFUL of pink "comment" slips. She looks at them. Almost all of 
them are from one customer - STANLEY IPKISS.
 
INT. BANK - DAY
 
Stanley, still looking rumpled and unshaven, hurriedly takes off 
his coat and powers up his computer. Charlie steps over to his 
desk carrying a 
newspaper.
 
CHARLIE
What happened to you last night?
The girls and I were looking all
over for you.
 
STANLEY
I uh, didn't feel so good. I
decided to go home early.
 
CHARLIE
As a matter of fact, you don't
look so good. You got to take
better care of yourself, man.
 
STANLEY
How was the club?
 
CHARLIE
Are you kidding? It was hotter
than a pistol. Did you see the
paper?
 
STANLEY
No.
 
CHARLIE
Your girlfriend got a great
review.
 
Chralie flips open the Entertainment section of the Evening Star. 
There's a great close-up of Tina singing her heart out with the 
headline 
"Bombshell Explodes at Monnkey's Paw."
 
MR. DICKEY, the smarmy office manager who is younger than 
Stanley, now appears.
 
DICKEY
Ipkiss! You're forty minutes
late! Every time you do that
you're robbing this bank of its
time and money!
 
STANLEY
Sorry, Mr. Dicky. It won't
happen again.
 
DICKEY
(snatches newspaper)
If you weren't so busy ogling
girlie pictures you'd get some
work done around here.
 
CHARLIE
Ah... She's a prospective client
of Stanley's, sir.
 
DICKEY
(sudden attitude change)
She is? Well... Next time she
comes in see that you send her
directly to my office.
 
STANLEY
Yes sir, Mr. Dickey.
 
Dickey tosses the paper back on Stanley's desk and marches off 
through the bank.
 
CHARLIE
Look at that little creep. If
it wasn't for his daddy he'd be
out somewhere shakin' down school
kids for lunch money.
 
Stanley toys with the Kleenex that bears Tina's lipstick "kiss".
 
STANLEY
You think she ever will come back,
Charlie?
 
CHARLIE
Who knows? Forget about her,
Stanley. A dame like that is
always looking for the B.B.D.
The bigger better deal. Ask her
what her sign is and she'll say
dollar.
 
STANLEY
You don't know that. She's an
artist. Maybe she's sensitive.
 
CHARLIE
Yeah. She can sense a guy's
credit line at two hundred yards.
Stanley, you need a girl you can
depend on. Someone a little more
down to earth... someone like...
 
ANGLE ACROSS THE BANK
 
as Peggy Brandt stops by a teller's window, looking sharp and 
pretty in a blazer and jeans.
 
PEGGY
Excuse me, can you tell me where
I can find Stanley Ipkiss?
 
BACK TO CHARLIE
 
CHARLIE
Like her! Someone like her.
(straightens tie)
As a matter of fact I could use
someone like her myself.
(rises as Peggy approaches)
Hel-lo there. May I be of some
assistance?
 
PEGGY
Stanley Ipkiss?
 
Charlie begrudgingly points to Stanley.
 
PEGGY (CONT.)
Hi. I'm Peggy Brandt. I'm with
the Evening Star.
 
STANLEY
Oh, hi. I already have a
subscription, thanks.
 
PEGGY
Oh no, actually I just wanted to
ask you a few questions.
 
STANLEY
Really? About what?
 
PEGGY
Ripley Auto Finishing. You're
a customer of theirs aren't you?
 
STANLEY
I... uh. No. I think you must
have made a mistake.
 
Peggy produces one of the complaint slips.
 
PEGGY
Isn't this a form of theirs you
filled out?
 
STANLEY
(nervous chuckle)
Oh, that Ripley Auto. I guess
I have stopped in there once or
twice, Miss... what did you say
your name was?
 
PEGGY
Peggy Brandt.
 
STANLEY
Wait a minute... Peggy Brandt of
"Ask Peggy"?
 
PEGGY
That's right.
 
STANLEY
(brightens up)
You printed my letter last year,
remember? "Nice Guys Finish
Last."
 
PEGGY
You're Mr. Nice Guy? Stanley do
you realize how much mail we got
about that letter? There's
hundreds of women out there who
are looking for a man just like
you.
 
STANLEY
Are you serious?
 
PEGGY
Of course. DO you know how hard
it is to find a decent man in this
town? Most of them think monogamy
is some kind of wood.
 
STANLEY
Why are you covering this story?
 
PEGGY
They cut my salary. I just can't
make it by on "Dear Peggy"
anymore. The truth is, I want
to be a real reporter and if I
can break this story I know
they'll let me.
(sits closer)
Look Stanley, I know Ripley Auto
is a crooked operation. They may
even have had ties to the Mob.
I'm not out to get you. I just
want the truth.
 
STANLEY
I wish I knew the truth, Peggy.
I really do.
 
CUT TO:
 
EXT. MONKEY'S PAW ENTRANCE - AFTERNOON
 
A well dressed MAN checks from beneath his sunglasses to see 
nobody's watching and RAPS on the door. It opens and he quickly 
disappears 
inside.
 
INT. DORIAN'S OFFICE
 
Sweet Eddy escorts him inside. The man removes his glasses and 
glances about nervously. Dorian sits at his desk. Dr. Freeze and 
Chun Woo 
are going over an array of high tech burglary equipment laid out 
on the air hockey table.
 
DORIAN
Good afternoon, Councilman Snell.
Nice of you to drop by.
 
SNELL
Cut the crap. Dorian. What's so
important that I had to come here
in person?
 
Dorian gazes out the window to the Valhalla Casino.
 
DORIAN
I got a little job for you, Tom.
I want you to pull the Swede's
gambling license.
 
SNELL
That's impossible. He was
approved six months ago.
 
DORIAN
Pull a few strings. Find
something in the fine print. I
don't care how you do it, but do
it. You owe me.
 
SNELL
(chuckles)
I owe you nothing, you little
piece of shit. I got your
liquor license when nobody else
would touch...
 
Dorian suddenly EXPLODES, overturning his desk and sending Snell 
tumbling backwards. In less than a heartbeat, he grabs Snell by 
his shirt 
ffront, SLAMS him up against the wall, SMASHES a whiskey bottle 
and presses the jagged edge to his throat.
 
Snell hangs there whimpering. Dorian has a crazed look in his 
eyes as he gazes at the Councilman's lapel.
 
DORIAN
(softly)
That's pretty. What is that, a
carnation?
 
Snell nods. Dorian takes a deep whiff.
 
DORIAN (CONT.)
Nice. Hey, Eddy... call my
florist. Two dozen pink
carnations to Mrs. Snell with my
regrets over her husband's
untimely accident.
 
Tears begin to well up in Snell's eyes.
 
SNELL
(gasping)
No... please. I can do it. I
can make it happen.
 
Dorian eases back... brushes off Snell's coat.
 
DORIAN
That's smart. You're a very smart
man. Now pull yourself together.
Look at you.
 
Dorian picks up an Uzi from Dr. Freeze's equipment.
 
DORIAN (CONT.)
Shut the Swede down, Snell. We'll
buy him out cheap with a little
collateral the bank is about to
provide us.
(looks at his men)
And Gentlemen... we are going to
be in the casino business.
 
CUT TO:
 
EXT. STANLEY'S BROWNSTONE - NIGHT
 
Distant sirens can be heard over the occasional sound of a 
gunshot. It's a reasonably peaceful night in Edge City.
 
INT. STANLEY'S BEDROOM - NIGHT
 
CAMERA SLOWLY PANS off of Tina's picture, which is now taped to 
Stanley's dresser mirror... to Stanley himself as he tosses and 
turns in a 
fitful sleep. Milo lies curled up at the foot of the bed. He 
looks concerned over the little noises Stanley is making in his 
sleep.
 
CAMERA PUSHES INTO AN E.C.U. of Stanley as we
 
DISSOLVE THROUGH INTO:
 
STANLEY'S DREAM - a 1940s noir-style montage:
 
Huge soft-lit faces loom over him, one dissolving into the 
next... Tina, luminous and breathtaking speaks under heavily 
lidded eyes.
 
TINA
Or it could be two lovers.
That would be the woman on top,
of course...
 
Charlie looms up out of the darkness.
 
CHARLIE
Forget her, Stanley. Ask her what
her sign is and she'll say dollar.
 
Mr. Dickey appears, glaring down angrily at Stanley.
 
DICKEY
Every time you're late Ipkiss,
you're robbing this bank!
 
The shrink from the "larry King Show" floats by on a cloud of 
pipe smoke.
 
DR. NEUMAN
We must repress our Id... our
deepest darkest desires.
 
Finally Tina again standing beside the limo as she was that night 
in the Monkey's Paw alley:
 
TINA
Hey, are you okay.
 
Stanley stands at the curb, but this time he's not splattered 
with mud. He's decked out in first class Armani and looks suave 
as hell. He looks 
straight into her eyes.
 
STANLEY
I am now. C'mere, baby.
 
TINA
(swoons)
Oh, Stanley!
 
She runs to his arms and they embrace in a passionate kiss. But 
Tina suddenly pulls back and begins rapidly licking Stanley's 
ear... which is 
kinda weird.
 
E.C.U. - STANLEY
 
STANLEY
Tina?
 
Stanley suddenly realizes Milo is licking his ear... and he's 
just woken up.
 
STANLEY (CONT.)
Milo, down.
 
He pushes Milo away, tosses back the covers and rises out of bed. 
It's still the dead of night and Stanley is all in a huff from 
his dream.
 
He spots Tina's clipping on his dresser mirror and rips it off, 
upset with himself.
 
STANLEY (CONT.)
Stupid, stupid. She'd never...
 
Stanley wheels about and to his complete surprise sees...
 
THE MASK
 
Through his bedroom window, propped up on the fourth story ledge. 
Its leering grin seems to beckon Stanley as we begin to hear the 
POUNDING beat of the Mask F.X. theme.
 
STANLEY
 
stands transfixed, staring at the moonlit face. He can almost 
hear echos of faint whispered VOICES calling his name. A deadly 
siren song above 
the pounding drums.
 
STANLEY
(softly)
No...
 
He backs away from the window.
 
E.C.U. - THE MASK
 
shimmers as the WHISPERS grow louder.
 
STANLEY
 
takes a last look at the crumpled picture of Tina in his hand and 
finally loses control. He bolts from the room.
 
EXT. BALCONY - NIGHT
 
Stanley is a driven man as he makes his way out onto the narrow 
ledge. Milo tugs at his pajama leg, but Stanley kicks him away 
and climbs out 
over the ledge.
 
THE LEDGE
 
Stanley wavers precariously on the crumbling masonry, then 
catches his balance. His face is bathed in sweat as he gazes at 
the leering face. 
F.X. music THUNDERS in his head.
 
THE MASK
(faint echos)
Stanley... Stanley.
 
Stanley tries to steady himself, his eyes transfixed on his 
prize.
 
STANLEY
Just... one... last... time.
 
He lurches back out and makes his way one shaky step at a time 
towards the mask.
 
MILO
 
watches from the apratment window, whimpering softly.
 
C.U. - THE LEDGE
 
Narrow masonry begins to crumble.
 
STANLEY
 
carefully reaches down, his fingers just brushing the mask as he 
teeters out over nothingness. Night traffic whizzes by down 
below.
 
THE MASONRY
 
cracks away.
 
STANLEY
 
SCREAMS as he begins to fall, jamming the mask to his face.
 
INT. APARTMENT
 
The window suddenly EXPLODES inwards as the whirling Stanley/Mask 
tornado bursts into the room. Milo dives for cover.
 
The tornado scorches the rug as it wheels around the room, then 
SCREECHES to a halt, revealing the Mask in his full glory. He 
strikes a grand 
entrance pose with his arms held high.
 
MASK
(sings)
I gotta be me! I just gotta be me!
 
He ZZZIPS into the bathroom
 
INT. BATHROOM
 
The Mask sticks the picture of Tina on the bathroom mirror and 
blows her a kiss.
 
MASK
(a'la Big Bopper)
Oooooh Bay-bee. I knoooooows what
you likah!
 
He sprouts a couple of extra arms as he madly brushes his teeth, 
sprays on cologne and bats himself with a powder puff all at 
once.
 
He ZZZIPS into the bedroom.
 
INT. BEDROOM
 
The Mask stands before a full length mirror and checks himself 
out. With a magical "hands are quicker than the eye" move, he 
changes 
wardrobe instantly... now posing in an effete fashion victim Don 
Johnson-style suit.
 
MASK
The G.Q. look?... Naw.
 
In a TWINKLING he's changed again: now in MTV Rapper-style over-
sized jeans and backwards baseball cap.
 
MASK (CONT.)
501's?
(shakes his head)
For buttonheads only.
 
He changes again in a flash... This time he's naked except for 
his Calvin Klein underwear (his stomach muscles appear super-cut 
washboard-style).
 
MASK (CONT.)
Marky Mark, eat your heart out.
 
He changes one last time and appears in a wild banana yellow zoot 
suit complete with a snap brim fedora. That's the ticket!
 
MASK (CONT.)
S-s-s-mokin! Now let's see...
 
The Mask quickly searches his pockets. He pulls his pants pockets 
inside out and a moth flutters out.
 
MASK (CONT.)
What? Seems to be a minor cash
flow problem here! I don't like
to keep a lady waiting, but...
(points a finger in the air)
First things first!
 
The Mask ZZZIPS out of frame.
 
CUT TO:
 
EXT EDGE CITY BANK - NIGHT
 
The street is quiet and empty, except for a Dipsy Doodle Diaper 
delivery van parked across from the bank.
 
INT. TRUCK
 
Crowded with Dorian's men, it's been set up as a makeshift 
control room for the robbery. Dr. Freeze SLAPS a clip in his 9mm 
and looks down 
through the van's false bottom to Sweet Eddy, who is standing in 
an open manhole working on a bundle of underground wiring.
 
DR. FREEZE
What's the E.T.A.?
 
SWEET EDDY
Another five minutes.
 
Freeze synchronizes his watch.
 
DR. FREEZE
Counting down... now.
 
Freeze presses a button on the side of a miniaturized headset 
he's wearing
 
DR. FREEZE (CONT.)
(into headset)
Lookin' good here, my man.
 
INTERCUT - DORIAN'S OFFICE
 
He sits at his desk, speaking into a high tech walkie talkie. In 
the B.G. Dorian's wall-mounted video monitors display live shots 
of the club in full 
swing.
 
DORIAN
Nice work, Freeze. You boy are
on your own now. I've got to make
sure I'm seen downstairs.
 
DR. FREEZE (V.O.)
Do it, man. The Doctah is about
to operate.
 
INT. VAN
 
Freeze turns to his men.
 
DR. FREEZE
Gentlemen...
(cocks his gun)
Let's do our duty and grab the
booty.
 
The burglars gather their gear when suddenly the bank alarm 
starts RINGING.
 
Freeze looks down the hole to Sweet Eddy.
 
DR. FREEZE (CONT.)
What the hell you doin', fool?
 
SWEET EDDY
Nothing! I didn't do nothing!
 
FREEZE
(to the others)
C'mon! You keep that motor
runnin'!
 
EXT. BANK
 
Freeze and company race across the street with guns drawn.
 
ANGLE ON THE BANK DOORS
 
Freeze and Chun Woo flatten themselves on either side of the door 
as Burglar #4 drops to one knee and quickly picks the lock.
 
Suddenly the glass doors EXPLODE wide open as a HUMAN WHIRLWIND 
bursts out of the bank, shoots right past them and zig-zags up 
the 
street. Twenty dollar bills slowly drift down onto the stunned 
robbers in its wake.
 
In an instant the whirlwind does a U-turn, zig-zag races back up 
to them and SCREECHES to a halt. The Mask, still in his banana 
yellow zoot suit 
and carrying huge sacks of money like Santa Claus, plucks those 
stray twenties from the air, one, two, three.
 
MASK
Sorry, fellas. Waste not want
not!
 
And ZZZOOM, he's off again. HOOTING laughter like a maniac.
 
Freeze pulls his gun.
 
DR. FREEZE
Get that sucker!
 
Two cop cars now SQUEAL around the corner, their sirens blaring 
and ROAR up the street at the bank robbers.
 
DR. FREEZE
Oh, shit!
 
The robbers race back to the van, dive inside and PEEL OUT. The 
police open fire as they roar after them in hot pursuit. Bullets 
tear into the 
van, blowing out the rear windows.
 
CUT TO:
 
EXT. MONKEY'S PAW
 
The die-hard crowd of TRENDIES is piled up outside as usual 
clamoring to get in. But a buzz of excitement begins to travel 
through the crowd 
as one by one they notice...
 
A LIMOUSINE
 
But not just any limousine. As it slowly pulls up by the front of 
the club we realized it's long... longer... the longest limousine 
we'vve ever seen. 
Finally the passenger door rolls into sight and the limo comes to 
a halt.
 
The door bursts open and out leaps the Mask.
 
THE MASK
Ah... my public!
 
The crowd parts like the Red Sea as the Mask sashays to the front 
door. Bobby the Bouncer gets one look at the Mask and actually 
loses his 
cool.
 
BOBBY
Er, uh... Are you on the list?
 
THE MASK
No, but I believe my friends are.
(fans a wad of cash)
Jackson, Lincoln and Roosevelt.
 
He tosses a handful of loot in the air and struts into the club 
as the crowd scrambles for the cash.
 
INT. MONKEY'S PAW
 
This is the first time we've gotten a good look at the place and 
it's a real eyeful. CAMERA BOOMS DOWN TO REVEAL its wild tropical 
decor 
complete with live exotic birds in huge indoor Banyon trees. 
WAITRESSES in leopard skin leotards make their way across the 
crowded dance 
floor with trays full of oversized tropical drinks.
 
CAMERA ENDFRAMES as the hostess seats Dorian at his favorite 
ringside table and removes the "reserved" sign. The lights dim an 
all eyes 
go to the bandstand.
 
ANGLE OF THE BANDSTAND
 
A spotlight hits the stage and tropical ferns part like a 
gigantic fan revealing...
 
TINA CARLYLE
 
in a glittering gown that's made of little more than sequins and 
mesh. If there were such a thing as fashion police this dress 
would be arrested 
for disturbing the peace.
 
She talks/sings the intro of her number a capella.
 
TINA
There's all kinds of men
In this old world
That seek the affections
Of a beautiful girl.
 
But of the men from
Which to choose
There's only one type
That I... ap...aprooove.
 
And now the band slides in, in classic torch song style as Tina 
sings "Checks Appeal". She works the room throughout the song, 
driving the 
men crazy as she lingers by each table.
 
TINA (CONT.)
You can keep your cowboys
on the farm
The gigolos don't make me warm
It's mink my fingers
crave to feel
I need a man with checks appeal.
 
ANOTHER ANGLE
 
The Mask is seated at a table on the other side of the club and 
immediately reacts when he lays eyes on Tina.
 
His eyes BUG OUT on stalks, an AHOOGA horn sounds and his heart 
starts POUNDING wildly, shooting two feet out of his chest with 
each 
beat. Customers at nearby tables are astonished.
 
TINA (CONT.)
Pretty boys are such a bore
There's manly macho types galore
But you'll always know
The diamond's real
If you've got a man with checks appeal.
 
The Mask snatches a bottle off a passing WAITRESS' tray and sucks 
it down in one gulp. His head VIBRATES like an electric paint 
shaker. 
WWWOOOING! He CLAPS both hands on his head to hold it still.
 
DORIAN'S TABLE
 
Sweet Eddy looks nervous as hell as he appears beside Dorian.
 
DORIAN
What the hell are you doing here?
 
EDDY
We got trouble. You better come
upstairs.
 
Dorian immediately rises and hurries through the corwd towards 
his office.
 
ANGLE ON THE MASK
 
as he continues to ogle Tina. His face now elongates into a 
wolf's. He HOWLS, WHISTLES, pounds his fist on the table and 
stomps his foot on 
the floor.
 
TINA
Don't want to see too fanatic
But dollar signs are so romantic
I want a love
That's deep and real
Just with a man that's got...
(big finish)
Checks ap-peaaal.
 
The audience goes crazy. Tina takes a bow.
 
Suddenly the Mask ZZZIPS around the perimiter of the club, leaps 
up on top of the piano and SNAPS his fingers. A spotlight hits 
him.
 
THE MASK
Let's rock this joint!
 
He grabs the stuffy, tuxedoed PIANIST'S stool and spins it hard. 
When the pianist stops twirling, he been transformed into a hip, 
beatnik 
BE-BOPPER who immediately starts pounding out a mean BOOGIE-
WOOGIE.
 
The Mask produces a conductor's baton from thin air, spins around 
and magically whips the rest of the band into a frenzy, WAILING 
out a 
driving rock 'n roll tune.
 
Satisfied with the music, the Mask leaps down onto the dance 
floor, grabs the astonished Tina and drags her off her feet into 
a wild special 
FX JITTERBUG.
 
THE CROWD
 
watches amazed as...
 
THE MASK AND TINA
 
put Fred and Ginger to shame. Jiving away at warp speed, the Mask 
movves like a combination of Gumby and Barishnikov. He SHOOTS 
Tina 
beneath his legs, SNAPS her back into midair, SPINS her like a 
baton and hits the floor in the splits without missing a beat.
 
THE MASK
S-s-s-smokin!
 
CUT TO:
 
INT. DORIAN'S OFFICE
 
Dorian and Sweet Eddy enter to find Dr. Freeze, sitting there, 
gasping in pain with a bar towel pressed against a bloody wound 
in his side.
 
DORIAN
What the hell happened to you?
 
FREEZE
I'll be okay. Nobody puts the
chill on Freeze.
 
DORIAN
Where's the money?
 
FREEZE
Deal went south, Bro'. Someone
else hit the place before we did.
 
DORIAN
Who?
 
FREEZE
Don't know. Dude looked like
a freakin' goblin or something.
Next thing we know there's cops
all over us, man.
 
DORIAN
Where's Chun Woo?
 
FREEZE
Takin' a dirt nap. It was bad,
man. Real bad.
(swallows hard)
I need a smoke.
 
DORIAN
Yeah... sure.
 
Dorian taps out a cigarette, places it between Dr. Freeze's lips 
and lights it... but the flame doesn't draw.
 
Beat.
 
The cigarette tumbles from Freeze's mouth.
 
Dorian glances back up and sees that Dr. Freeze's eyes are glazed 
over in death.
 
Dorian leaps to his feat and hurls his chair across the room in 
anger. It SMASHES the mirror over his bar.
 
DORIAN (CONT.)
Son of a bitch! Who did this
Eddy? Who?
 
Eddy is staring at Dorian's T.V. monitor. On it the Mask can 
still be seen in the midst of his wild dance with Tina.
 
EDDY
That's him... That's the guy!
 
Dorian grabs a .45 from his desk, checks the barrel and jams it 
in his coat.
 
DORIAN
Come on!
 
CUT TO:
 
INT. DANCE FLOOR
 
The Mask spins Tina all around him like a top and then SHOOTS her 
straight up into the air.
 
Amazingly, she continues somersaulting at the apex of her ascent, 
suspended in mid-air by her magical momentum.
 
THE MASK
 
stands there nonchalantly filing his nails, whistling to himself.
 
Tina continues to SPIN in place high above him.
 
THE MASK
 
casually checks his watch. Without looking up he holds out one 
hand for the catch.
 
TINA
 
perfect timing... A final somesault and she drops right back down 
into his arms. They go straight back into a rockin' hitterbug 
without missing a 
beat.
 
THE WINDING STAIRCASE
 
Dorian and Eddy race down the steps, guns drawn. Dorian calls to 
Bobby by the hostess' stand.
 
DORIAN
Clear the club. Now!
 
DANCE FLOOR
 
The dance's grand finale. The Mask spins Tina around and around 
his body like a baton in one of those awful Hawaiian fire dances.
 
As the band bangs out the final bars of the tune, the Mask 
SCREECHES Tina to a halt, bends her over backwards and nails her 
with a Valentino 
kiss that literally blows her shoes off; SSSMACK! KAPOW!
 
She hangs onto the Mask's tie for support when BANG the tie is 
shot in half. Tina falls on her cute behind.
 
C.U. - TIE
 
The shot-away piece of the Mask's tie flutters to the floor and 
MORPHS back into a piece of Stanley's pajamas.
 
DORIAN
 
stands at the edge of the dance floor, his smoking gun trained on 
the Mask.
 
THE MASK
(gasps in mock horror)
Gee willickers! Does this mean
we won't make the Star Search
finals?
 
DORIAN
This means you won't make it out
of this club alive if you don't
tell me where my money is.
 
THE MASK
Okay...
 
The Mask immediately whips out an old fashioned pull handle 
calculator, snaps on a green visor and starts tabulating. KA-
CHING.
 
THE MASK (CONT.)
(fast talking)
You got a 27.5% in T-Bills
amortized over the fiscal yeah
16-3/4% in stocks and bonds/
(KA-CHING, KA-CHING)
Carry the nine and divide by the
Gross National Product...
 
DORIAN
Now cut that out!
(turns to Eddy)
Ventilate this goon!
 
Eddy pulls out his .38 and starts blasting BLAM. BLAM.
 
The Mask dodges the bullets by contorting his cartoon-flexible 
body.
 
BLAM. The Mask SPINS once and freezes in a pirouette, now dressed 
in a tutu.
 
BLAM. The Mask SPINS again and stops dressed as a matador, the 
bullet whizzes under his cape.
 
BLAM BLAM BLAM
 
A hockey goalie bats the bullet away.
 
A Russian Dancer leaps over the shot.
 
A Cowboy DING! takes the hit.
 
The Mask staggers back... the forwards in a classic Western death 
scene. He throws an arm around Sweet Eddy for support.
 
MASK
Ak... you got me Pahdnuh.
(cough... cough)
 
Eddy seems touched by the Mask's dying words as he holds him in 
his arms.
 
MASK (CONT.)
Hold me close, Red. It's a
gettin' dark.
(cough)
Tell Auntie Em to let Old Yeller
out.
(cough... cough)
Tell Tint Tim I won't be makin'
it home for Christmas.
(cough)
Tell Scarlet I do give a damn...
I... I... UUG!
 
And the Mask gives up the ghost, his pink tongue flops out the 
side of his mouth. Eddy bursts into tears.
 
Suddenly a huge cartoon AUDIENCE pops up silhouetted in the 
foreground, applauding wildly. An off-camera ARM shoots into 
frame handing 
the Mask an Oscar.
 
The Mask leaps to his feet and starts taking bows.
 
THE MASK (CONT.)
Thank you! You love me! You
really love me!
 
Dorian pulls out his own .45 and opens fire.
 
The Mask starts HOOTING laughter and ricochets off the dance 
floor.
 
Dorian gives chase, but suddenly the nightclub doors are KICKED 
OPEN and Kellaway and a squad of police burst into the room with 
their 
guns drawn.
 
KELLAWAY
Drop it, Tyrel!
 
Dorian lets his .45 CLATTER to the ground. Kellaway retrieves it.
 
DORIAN
Hello, Kellaway. You got a
warrant or did you just drop by
for a night cap?
 
KELLAWAY
I got probable cause. A couple
of your boys were spotted knocking
over Edge City Bank.
 
One of his men begins to roughly frisk Dorian
 
DORIAN
Easy, junior. You're givin' me
a woodey.
 
KELLWAY
One of them was wearin' some kind
of big green mask.
 
DORIAN
For once you're on the right
track, but that's not one of my
men. Maybe you ought to try a
little actual police work instead
of this harassment bullshit.
 
KELLAWAY
This isn't harassment. You want
to see some harassment?
(to his men)
Search the place, boys.
 
His men begin to tear the club apart.
 
DORIAN
Ever wonder why you didn't make
Captain, asshole? I got friends
so high up they'd give you a nose
bleed.
 
Kellaway hauls off and CRACKS him in the face with a solid right 
cross.
 
KELLAWAY
Well what d'ya know? I guess they
gave you one too.
 
Dorian shakes it off and glares at him.
 
DORIAN
(softly)
You're a dead man.
 
One of the officers now appears on the stairway.
 
OFFICER
Lt., we got a stiff upstairs.
One of the guys from the heist.
 
KELLAWAY
(cuffs him)
Better call that high-priced
lawyer of yours, Tyrel. You're
comin' downtown.
 
DORIAN
I'll be back on the streets before
sunrise and you know it.
 
KELLAWAY
Then just think of this as the
city's way of showing you a little
hospitality.
(pats him on the cheek)
I'll stop by to tuck you in
myself.
 
As the police drag Dorian outside, Kellaway notices someting on 
the dance floor.
 
CLOSER
 
Kellaway picks up the slice of pajama fabric that was once the 
Mask's tie and inspects it closely... It's the same fabric 
Kellaway saw Stalney 
wearing that morning.
 
EXT. CLUB
 
Kellaway exits and walks right past the poster of Tina. Flattened 
into the poster, with his arm around her, is a cartoon of the 
Mask. The eyes 
follow Kellaway as he speaks to TWO COPS guarding the door.
 
KELLAWAY
You're on your own, boys.
 
COP
Don't worry, Lt. If he's in
there, well get him.
 
Kellaway slips the pajamas fabric in his pocket.
 
KELLAWAY
And if he's not, I got a
feeling I know where to find him.
 
As Kellaway heads for his car, the Mask slips out of the poster 
(still flat as a pancake), slides along the wall behind 
unsuspecting policemen 
and around the corner to safety.
 
CUT TO:
 
INT. STANLEY'S BEDROOM - DAWN
 
Milo GROWLS, Frisbee in mouth. Stanley wakes up with a massive 
headache and dark rings under his eyes. The Mask, which lies on 
the pillow 
next to him is taking a greater and greater toll. There's a 
BANGING on the door.
 
LT. KELLAWAY (O.S.)
Police. Open up.
 
Stanley runs to the closet to hide the Mask. The instant he opens 
the door, an avalanche of CASH pours out, suffocating him.
 
STANLEY
Oh my god!
 
LT. KELLAWAY (O.S.)
Ipkiss! I know you're in there.
 
Stanley grabs the Frisbee and starts shoveling the money back 
into the closet. Now the doorbell starts RINGING.
 
STANLEY
All right, I'm coming!
 
Stanley tosses the Mask and the Frisbee into the closet and SLAMS 
it shut. He scoops up a few stray dollars and throws them under 
the bed.
 
He hurries to the door and opens it, an easy smile on his face.
 
STANLEY
Lieutenant, what a surprise! What
can I do for you?
 
LT. KELLAWAY
You can answer a few questions.
 
STANLEY
I've got to get ready for work.
 
LT. KELLAWAY
Trust me. Your bank's opening
late today.
 
Kellaway steps into the apartment, without waiting for an 
invitation. Stanley glances nervously back at the closet. Milo is 
scratching at the door.
 
LT. KELLAWAY (CONT.)
Where were you last night?
 
STANLEY
Here... mostly. Is something
wrong?
 
LT. KELLAWAY
Maybe, yes. Maybe, no. Maybe
it's all just a crazy coincidence
that this so called "Mask"
character always seems to be
wherever you are.
 
STANLEY
Mask -- who?
 
LT. KELLAWAY
Don't insult my intelligence,
Ipkiss. First, he's spotted in
your building, then the bank where
you work and now I find this at
the Monkey's Paw.
 
He displays the TORN PIECE OF FABRIC. It matches the piece 
missing in Stanley's pajamas. Stanley wilts.
 
Milo YAPS and leaps up, trying to open the closet door.
 
STANLEY
Milo. No!
(moves the dog away)
Okay, so I went out on the town
last night. A guy's got to have
a little fun.
 
LT. KELLAWAY
In your jammies?
 
Milo is back at the closet door. He's just about got it open as 
Stanley turns the detective to the door.
 
STANLEY
Naw, I just took 'em with me in
case I didn't make it home. I
don't know about you, Lieutenant.
But I've got a pretty good track
record with the ladies.
 
Kellaway pulls away from Stanley and begins suspiciously SNIFFING 
the air around him.
 
LT. KELLAWAY
Wait a second... you smell that?
 
STANLEY
What?
 
KELLAWAY
(sniffs)
Bullshit. I hate the smell of
bullshit. Don't even think about
leaving town, Ipkiss. I'll be
in touch.
 
Kellaway SLAMS the front door, just as the closet door falls open 
-- spilling all the cash. Milo happily snatches his Frisbee. 
Stanley sinks back 
down on his bed.
 
STANLEY
What are we gonna do, Milo? What
are we gonna do?
 
C.U. - VIDEO MONITOR
 
A replay of the bank robbery, from the bank's grainy videocams. A 
blurred image of the Mask is visible as he zig-zags around the 
bank at high 
speed.
 
WIDER
 
Kellaway sips a cup of brackish coffee as Oliveras FREEZE-FRAMES 
the best image of the Mask. There's a wild-eyed look of glee on 
his face as 
he stuffs sacks full of money.
 
DEPUTY OLIVERAS
I don't know, boss. That's one
helluva rubber mask.
 
LT. KELLAWAY
Where's the lab report?
 
Oliveras hands it over.
 
DEPUTY OLIVERAS
We got fingerprints on some of
the currency, but nothing matches
Tyrel's men. Looks like this guy
beat 'em to the punch.
 
LT. KELLAWAY
Get the bank's employee files and
run down the prints on a guy named
Ipkiss.
 
DEPUTY OLIVERAS
You figure it was an inside job?
 
LT. KELLAWAY
Yeah, and all I need is a couple
of prints to lock this wack job
up 'till doomsday.
 
INT. DORIAN'S OFFICE - DAY
 
Dorian's assembled a war council. At the table are Sweet Eddy and 
assorted Button Men from the city's underworld. An open attache 
case filled 
with stacks of money sits before Dorian.
 
DORIAN
A fifty thousand dollar reward
to the man who finds this "Mask"
character before the cops do.
Get the word out to every street
hustler and low life in this town.
(pounds his fist)
I want him here. In my office.
Alive. By tomorrow! Now get
going!
 
Everybody scrambles out of their seats.
 
Tina sits in the corner of the room, painting her nails. She 
glances up at Dorian.
 
DORIAN
What are you looking at?
 
TINA
You. You're losing it Dorian.
 
DORIAN
I'm losing nothing. Except maybe
some extra baggage I don't need
around here.
 
TINA
What's that supposed to mean?
 
DORIAN
You weren't putting up much of
a fight when that green goon
kissed you last night.
 
TINA
C'mon, did it look to you like
I had a choice?
 
DORIAN
Maybe you did and maybe you
didn't, but I know this, one day
real soon I'm gonna run this town
and when I do there's gonna be
payback for anyone who crossed
me.
(glares at her)
I mean anyone.
 
CUT TO:
 
INT. BANK - DAY
 
The place is in general disarray but still functioning, jammed 
with worried depositors. Stanley makes his way to his desk, his 
face pale and 
unshaven. Dark circles ring his eyes.
 
MR. DICKEY
Ipkiss! We have a crisis on our
hands here and you stroll in over
an hour late. If I have to put
up with your slovenly...
 
Stanley develops an odd facial TWITCH, then...
 
STANLEY
(explodes)
Back off Monkey-Boy, before I tell
your daddy how you're running this
branch like it's your own personal
piggy bank! If the I.R.S. saw
some of those files we could
arrange a little vacation for you
at Club Fed!
 
Dickey is absolutely shocked into silence by this outburst, 
then...
 
MR. DICKEY
That will be all, Ipkiss.
 
Dickey turns on his heels and exits. Charlie Schumacher now 
appears glowing with new respect for Stanley.
 
CHARLIE
Woah! What side of who's bed did
you wake up on?
 
STANLEY
I'm not sure.
(twitches)
I haven't exactly been myself
lately.
 
For a split second, Stanley's entire face CONTORTS into an 
alarming Mask-like expression.
 
CHARLIE
(warily)
Yeah, well you look like you
could use a little R and R there
buddy... and as a matter of fact
I've got just the ticket. Or
should I say tickets?
 
STANLEY
I'm afraid to ask.
 
Charlie flashes two tickets.
 
CHARLIE
Saturday night. Grand opening
of the Valhalla Casino. Serious
skirt alert. Everybody who's
anybody will be there. What do
you say?
 
STANELY
I don't know Charlie, I...
 
Stanley suddenly spots Tina making her way across the room to his 
desk.
 
STANLEY (CONT.)
Excuse me a second.
 
ANGLE ON STANLEY'S DESK
 
STANLEY
Tina... What are you doing here?
 
TINA
I heard about the robbery. I
guess I just wanted to make sure
you were okay.
 
STANLEY
Oh, don't worry about me.
(twitches)
I'm fine.
 
TINA
Are you sure? You look a
little...
 
STANLEY
I'm just having a little trouble
sleeping is all.
(beat)
I guess you won't want to open
that account after all this...
 
TINA
I'm not so sure I'll have much
to open an account with anymore.
 
STANLEY
What about the nightclub? I
thought you were doing great.
 
TINA
I don't know how much longer I
can stay there Stanley. Things
are getting a little intense.
 
STANLEY
Well, there must be plenty of
other places you could sing.
Maybe even get a record deal...
 
TINA
I wish it was that easy. There's
thousands of girls out there just
like me who...
 
STANLEY
Not just like you. You've got
a voice like... like an angel.
 
TINA
(lights a cigarette)
An angel huh? That's the first
time I've heard that one.
 
STANLEY
No, I mean it. You really do.
 
TINA
I can vamp my way through a tune.
But that's not really singing.
 
STANLEY
What is it with you, Tina? Why
don't you believe in yourself?
 
TINA
(sighs)
I guess I've just heard a lot of
promises from a lot of guys. In
the end they all wanted the same
thing and it wasn't a song.
 
STANLEY
So maybe you've been singing for
the wrong guys.
 
TINA
I'm not so sure there's any other
kind. Not for me, anyway.
(rises)
Well, I'm glad nobody got hurt.
 
STANLEY
Yeah.
 
TINA
What about this guy, the Mask?
Do the cops have a line on him?
 
STANLEY
I'm not sure. Why are you
interested?
 
TINA
Promise you won't say anything?
 
STANLEY
Sure.
 
TINA
He came to the club last night
and he was just so... well,
different. I haven't been able
to get him off my mind.
 
STANLEY
Really? They say he's pretty
weird looking.
 
TINA
Yeah. He's ugly... but he's kinda
cool... y'know, like Mick Jagger.
 
STANLEY
You really think so?
 
TINA
Yeah. If you hear anything about
him, would you call me at the
club?
 
Stanley nods - unsure of what to say. Tina opens the door, but 
before she exits...
 
STANLEY
Actually... I sort of know the
guy.
 
TINA
What?
 
STANLEY
The Mask. We're - old college
buddies him and I.
 
TINA
Are you serious?
 
STANLEY
Oh yeah. To tell you the truth,
I'm sorta covering for him on this
bank thing. He's not such a bad
guy, really. He just gets a
little carried away.
 
TINA
I'll say. Do you think you could
give him a message?
 
STANLEY
I suppose so.
 
TINA
Tell him I want to see him again
 
STANLEY
When? I mean, I'd need to tell
him exactly.
 
TINA
How about seven o'clock tonight
at Peninsula Park.
 
STANLEY
I'll be... I mean, I'll make sure
he's there.
 
CUT TO:
 
INT. APARTMENT BUILDING - GARAGE - AFTERNOON
 
Peggy parks her car in her space, locks it up and beeps on the 
car horn.
 
When she turns, she notices a shadowy FIGURE watching her from a 
bark corner of the garage.
 
She hurries down the row of parked cars, clutching her purse to 
her side.
 
The figure follows at a slow but relentless pace.
 
Peggy fumbles for her keys, finally finds the correct one and 
enters the building.
 
INT. APARTMENT HALL
 
Peggy is relieved as she reaches her apartment door and slips the 
key in the lock... but the lock is jammed.
 
She tries and tries again... nothing. Suddenly, a hand enters 
frame and SLAPS an eviction notice on her door.
 
LANDLORD
Sorry, doll. I had the locks
changed this afternoon.
 
PEGGY
You what? You can't do that!
 
LANDLORD
You've known we're going condo
for six months, Peggy. I can't
stall the owner a minute longer.
Either you pony up the downpayment
or you're out.
 
PEGGY
Just a couple more days, Phil.
The paper's ready to give me a
full time job.
 
LANDLORD
I've heard that one before.
 
PEGGY
C'mon, at least let me get a few
of my things.
 
Phil considers this a beat, then unlocks the door for her.
 
LANDLORD
Don't make me regret this. We
get a certified check by noon
tomorrow or a Sheriff will escort
you out of here.
 
PEGGY
Thanks Phil. You're a sweetheart.
 
Phil exits. Peggy picks up her things when she hears an off-
camera "Pssst." She turns.
 
THE FIGURE
 
stands in the shadows by the fire escape. He's got a voice that 
sounds like he's been gargling glass.
 
THE FIGURE
I heard you were lookin' for a
story.
 
PEGGY
Who... Who are you?
 
THE FIGURE
Just a guy with a little
information lookin' to make a
buck. But maybe I heard wrong.
You don't look like much of a
reporter to me.
 
Peggy gulps back her fear, determined to live up to her job.
 
PEGGY
You give me something worth
printing and I'll get you your
money. What's this about?
 
FIGURE
The guy they call the Mask and
why Dorian Tyrel's willing to pay
fifty large to get him.
 
PEGGY
How do I find this Tyrel?
 
FIGURE
Careful, sweet meat. You break
this story and he just might find
you.
 
CUT TO:
 
C.U. DORIAN
 
as he enters...
 
EXT. JORGENSON'S SMORGASBORD - AFTERNOON
 
Dorian and Sweet Eddy casually step through the front door of the 
restaurant's ersatz chalet facade.
 
INT. SMORGASBORD
 
Sweet Eddy takes a position by the door as Dorian greets Artie 
the Swede at a large oak table in the festeively decorated 
smorgasbord
 
The Swede is flanked by his gunsels as he's served by a big 
blonde waitress in a classic peasant girl costume.
 
SWEDE
Dorian... thanks for coming by,
kid.
 
DORIAN
My pleasure, Swede. It's been
too long. I was worried you were
still pissed about that little
thing with Harry the Hat.
 
SWEDE
That? It was nothing. He was
a pain in my ass anyway. Here,
sit down, sit down.
 
DORIAN
Congratulations on the new casino.
 
SWEDE
Thanks, but it might be a little
early to celebrate. As a
matter of fact that's why I asked
you to stop by.
 
DORIAN
Is that right?
 
SWEDE
Here... have a little something
to eat. That's Svenska meatballs,
kid. The real thing.
 
DORIAN
Thanks.
 
Dorian starts to eat.
 
SWEDE
So, I tell you Dorian, it's a
terrible shame. I put all my hard
work into this beautiful casino
and what do you think? All the
sudden I got all kinda problems
with the city. Big problems.
The whole deal could fold.
 
DORIAN
Maybe I can help you out. I'm
expecting to come into a little
investment capital shortly. If
worse comes to worse and you
really need to bail out...
 
SWEDE
What a sweet guy. Isn't this guy
a sweetheart? Thanks for the
offer Dorian, but I think maybe
I can solve this myself.
 
DORIAN
Is that right?
 
SWEDE
That's right. You know that
Councilman you got in your pocket?
 
Dorian freezes with a forkful of meatballs halfway to his mouth. 
He notices a PINK CARNATION squashed into the gravy.
 
SWEDE (CONT.)
Well now you've got 'im in your
mouth. How you like that?
 
The Swede and his men have a good laugh as Dorian spits out his 
meatball. The Swede pulls a gun and jams it under Dorian's chin.
 
Sweet Eddy goes for his gun, but one of the Swede's men pops up, 
jamming a barrel to his temple.
 
SWEDE (CONT.)
(to Dorian)
Now listen close scumbag! You
want to bw in business with me?
Okay, we're partners now. I'm
takin' fifty per cent off the
Monkey's Paw. You screw with me
again and I'll send you straight
down to Hell with your scumbag
councilman. You can apologize
for eatin' him for lunch.
 
DORIAN
Sure, Swede. Take it easy.
 
SWEDE
Good. Now get out of my sight.
 
Dorian rises.
 
SWEDE
Oh Dorian, here's a couple tickets
to my grand opening. Stop by.
And try to dress up nice. It's
good for business.
 
CUT TO:
 
CLOSE ON: NEWSPAPER HEADLINE
 
"The Mask Robs Bank - Police Scour The City." It's accompanied by 
a grainy blow-up of the Mask from the bank video.
 
A HAND
 
jams a quarter in the slot, opens the machine and pulls out the 
entire stack of papers.
 
WIDER
 
to reveal Stanley, still looking pale and desperate as he dumps 
the entire stack of papers in a nearby garbage can.
 
He starts to turn away when he notices an ad on the back of the 
paper for a book... "The Masks We Wear" by Dr. Arthur Neuman, the 
same 
man we saw interviewed on "The Larry King Show." The byline reads 
"The Mysterious Powers of the Identities Within Us."
 
Stanley rips out the ad and hurries off down the street.
 
CUT TO:
 
INT. PSYCHIATRIST'S OFFICE - DAY
 
C.U. - MASKS... Dozens of them line one wall. Tribal masks. 
Victorian masks. Ceramic masks. Masks from all countries and 
cultures.
 
WIDER
 
Stanley paces the plush office like a caged animal while Dr. 
Neuman sits nearby toying with his pipe.
 
DR. NEUMAN
This is extremely unusual, Mr.
Ipkiss. Barging in without an
appointment or...
 
STANLEY
Look, you're the big expert on
masks, right? Well, I've got an
emergency here!
(his face TWITCHES)
 
DR. NEUMAN
Try to calm yourself. Now this
woman you were telling me about,
I'm not sure I understand the
problem.
 
STANELY
I've got a date with the girl of
my dreams, only she doesn't know
it's me...
 
Stanley suddenly reaches into his briefcase and pulls out the 
mask.
 
STANELY (CONT.)
It's this thing!
 
DR. NEUMAN
(takes the mask)
Very interesting... looks like
tenth or eleventh century
Scandinavian. Where did you get
this?
 
STANLEY
(snatches it back)
I found it... or it found me.
I'm not sure. The problem is it's
ruining my life!
 
DR. NEUMAN
So you believe this actually
changes you into a different
person?
 
STANLEY
Yes!
(face twitches)
It's turning me into some kind
of lunatic!
(briefly CONTORTS into a Mask expression)
 
DR. NEUMAN
Mr. Ipkiss, please. This is just
obsessional dellusion. What you
have here is nothing more than
a piece of wood.
 
STANELY
But your book says masks...
 
DR. NEUMAN
My book uses masks as a metaphor
for our complex personalities.
The masks we must present to the
outside world... to suppress the
id. To protect our innermost
desires.
 
STANELY
Yeah, well this one works in
reverse.
 
DR. NEUMAN
You're going to have to be willing
to work on this delusion or...
 
STANLEY
It's not a delusion! Alright,
I'll prove it to you if I have
to, but I won't be responsible
for the consequences.
 
DR. NEUMAN
Mr. Ipkiss please! There is no
such thing as a magical mask.
 
STANLEY
(holds up mask)
Last chance to hide all dangerous
objects.
 
DR. NEUMAN
Alright then, go on. You're not
going to frighten me.
 
Stanley takes a deep breath and shoves the mask onto his face.
 
STANLEY
Whooooooooaaaaa...
 
He starts spinning around.
 
DR. NEUMAN
Whoa, what?
 
Stanley just stands there like an idiot. Nothing happened. He 
tries it again. Same result.
 
STANLEY
It didn't work?
 
DR. NEUMAN
Does that surprise you? The mask
is nothing but a reflection of
you - the inner you.
 
Stanley isn't listening. He's thinking out load.
 
STANLEY
It worked last night. And the
night before. Maybe it only works
at night... What kind of mask
did you say this was.
 
DR. NEUMAN
Scandinavian. It looks like a
representation of Loki, the Norse
God of Mischief. He supposedly
caused so much trouble that Odin
banished him from Valhalla
forever.
 
STANLEY
(gasps)
What if he banished him... into
a mask?
 
DR. NEUMAN
(sighs)
I'm sorry, Mr. Ipkiss, we're out
of time.
 
STANLEY
But what should I do about my date?
 
DR. NEUMAN
Your date?
 
STANLEY
You know. Tonight. The park.
Tina. Do I go as myself of the
Mask?
 
Dr. Neuman puts an arm around Stanley and leads him to the door.
 
DR. NEUMAN
Mr. Ipkiss, please. Haven't you
been listening to anything I've
been saying? Go as yourself.
And as the Mask.
(a beat)
Because they are the one and the same,
beautiful person
 
Stanley sees this is a losing battle. He turns and walks out.
 
CUT TO:
 
INT. FORD TAURUS - DAY
 
Lt. Kellaway sits in this unmarked police car, finishing up 
lunch. The police band comes on. Kellaway grabs it.
 
LT. KELLAWAY
Yeah?
 
OLIVERAS (V.O.)
I've got that cross-check from
the bank files.
 
LT. KELLAWAY
And?
 
OLIVERAS (V.O.)
It's Ipkiss, Alright. Stanley
Ipkiss.
 
Kellaway smiles to himself. At that moment -
 
STANLEY
 
comes out of Dr. Neuman's office building. He gets in his car and 
drives off.
 
OLIVERAS (V.O.)
You want us to pick him up?
 
LT. KELLAWAY
Don't do a thing until I tell you.
Just keep the SWAT team standing
by. If this guy's half as bad
as he's supposed to be we'll need
all the help we can get.
 
LT. KELLAWAY
 
fires up his engine and pulls away.
 
EXT. PARK - SUNSET
 
Topiaried ivy reads: "Welcome to Peninsula Park." A small sign 
below that reads: "No dumping."
 
Carrying his briefcase, Stanley enters the park.
 
EXT. BENCH
 
Stanley passes through a stand of trees and nearly bumps into 
Tina.
 
TINA
Stanley, what are you doing here?
 
STANLEY
Oh, Tina... Hi. You're early.
 
TINA
A little.
 
STANLEY
I just... wanted to make sure you
two got together okay.
 
TINA
That's nice.
(sits down)
You know, I hardly ever stop by
here. It's hard to believe it
was just a garbage heap.
 
STANLEY
(looking at the sky)
It's always beautiful at sunset.
Those methane emissions really
pick up the colors.
 
TINA
Wow. They really do. All those
pinks and greens.
 
STANLEY
Well... I'm sure my cousin will
be along any minute. He never
shows up anywhere 'till after
sundown. He's sort of strange
that way.
(rises)
I guess I'll get going.
 
TINA
No, Stanley. Stay for a second.
I was thinking about what you said
and I, uh, I want you to know I
appreciate it. Maybe you're
right. If I believed in myself
a little more I wouldn't rely on
guys like Dorian.
 
STANLEY
Dorian... You mean Dorian Tyrel?
 
TINA
Yeah. He's sort of my manager.
 
STANLEY
Tina, you've got to be careful
of that guy. He's a dangerous
criminal.
 
TINA
You really mean that, don't you?
 
STANLEY
Absolutely. You ought to hear
the stories...
 
TINA
No, I mean, you're really worried
about me. That's... real sweet,
Stanley.
 
STANLEY
C'mon, Tina this is serious. How
involved are you with this guy?
 
TINA
I can take care of myself,
Stanley. I always have.
 
STANLEY
Oh, really? People close to Tyrel
have a nasty habit of turning up
dead, or haven't you noticed?
 
TINA
Look, this may sound a little cold
but I do what I have to do to get
by, okay? I'm nobody in this town
without Dorian.
 
STANLEY
And who are you with him Tina?
I'm not exactly sure who I am
anymore but at least I'm trying
to find out. If you really had
any faith in yourself, you
wouldn't be hanging on to some
kind of free ride.
 
That last bit stung, and Stanley knows it. A shadow falls over 
them as the last rays of the sun disappear behind the clouds.
 
STANLEY (CONT.)
(sighs)
I'm sorry Tina. I guess I better
get going.
 
Stanley gets up and hurries off through the trees.
 
TINA
(rises)
Stanley... wait!
 
But he's already disappeared. Tina starts to follow after when 
she hears a strange WHOOOSH. A whirlwind begins to kick up the 
leaves all 
around her.
 
The Mask leaps out from behind a stand of trees in all his glory 
and literally sweeps her off her feet. With his lower lip thrust 
out he romances 
Tina in a deep syrupy French voice.
 
THE MASK
Cher! Ce moi! Je'taime, Je'
taime, Je any old tame! At last
we are together mon petite bon
bon!
 
ANGLE ON THE BUSHES
 
Kellaway, Doyle, and two other officers are watching from a 
distance. He speaks into his walkie talkie in hushed tones.
 
KELLAWAY
This is Kellaway. I need back
up and I need it now! Every
available man down to Peninsula
Park.
 
INT. NEWSROOM - BULLPEN
 
MURRAY, an old timer newshound hurries into the room, grabs his
notebook and pulls on his coat.
 
MURRAY
Looks like it's gonna be a long
night. My wife is gonna kill me.
 
PEGGY
What is it, Murray?
 
MURRAY
The cops got your pal Ipkiss
staked out at Peninsula Park.
We just picked it up over the
police band.
 
PEGGY
Let me cover it, Murray! You go
on home to Claire.
 
MURRAY
I don't know, Peggy. Ramsey
said...
 
PEGGY
(grabs her coat)
I'll take care of Ramsey. Thanks
a million. I owe you one.
 
She gives Murray a quick peck on the cheek and runs out the door.
 
CUT TO:
 
EXT. PENINSULA PARK
 
The Mask is all over Tina like a cheap suit, stroking her hair 
grabbing her bod. She's definitely having second thoughts about 
him as he backs 
her up to the bench.
 
THE MASK
Our love is like a red red rose,
and I'm feeling so thorny already,
I'd like to nip you in the bud!
 
She ducks his grab, but he recovers smoothly, flipping out a pack 
of cigarettes. He pops one in her mouth.
 
THE MASK (CONT.)
Cigarette?
 
His hand is a blur of motion as he sticks dozens of cigarettes in 
her mouth.
 
THE MASK (CONT.)
Regular? Menthol? Filter?
Cigar? Cigarette? Tiparillo?
 
He produces a huge blow torch from within his jacket and pops on 
the flame.
 
THE MASK (CONT.)
Let me get that for you!
 
He grabs the gigantic wad of cigarettes as if they were one, puts 
them in his own mouth and applies the blow torch. With one mighty 
SSSUCK 
he smokes them all down to gray ash.
 
Beat.
 
The ash tumbles away.
 
THE MASK (CONT.)
(exhales a huge cloud of smoke)
Aaaaaah. And now... amore!
 
He throws his arms wide and lunges at Tina.
 
KELLAWAY
Freeze!
 
The Mask freezes in mid-air, arms outstretched and feet suspended 
off the ground.
 
KELLAWAY (CONT.)
Put your hands up!
 
The Mask's lips barely move as he speaks in a tiny voice out the 
side of his mouth.
 
THE MASK
But eu 'tol me 'oo freeze!
 
KELLAWAY
Alright, alright. Unfreeze!
You're under arrest!
 
The Mask instantly drops to the ground and throws himself into 
wildly exaggerated expressions of remorse and pain.
 
THE MASK
Under arrest! My god! The Law!
I knew I'd forgotten something!
(tears)
I was so young! So foolish! So
full of life!
 
Tears are gushing from Stanley/Mask's eyes like twin water taps. 
He puts his hands out and Kellaway slaps on the cuffs.
 
THE MASK (CONT.)
What... What'll they do with me,
Sarge?
 
KELLAWAY
Sorry, son. That's not my
department. Search him!
 
Doyle reaches into the Mask's zoot suit and starts tossing stuff 
on the ground.
 
DOYLE
Comb - Flintstones vitamins -
Sousaphone - Bazooka -
(pause)
picture of Kellaway's wife...
 
Kellaway looks down at the photo. It really IS a picture of his 
wife with a handwritten note: "Call me, lover - 555-1234!"
 
KELLAWAY
What the --?
(pause)
Margaret!
 
Furious, Kellaway LUNGES at Stanley/Mask's neck. Two other 
officers restrain him.
 
KELLAWAY
You son of a bitch -- !
 
STANLEY/MASK
Jeez, I figured you had a sense
of humor!
(pause)
After all, you married her!
 
Stanley/Mask honks Kellaway's nose which makes a loud AHOOGA 
noise and runs for it.
 
Kellaway starts to follow, but discovers he's now handcuffed to 
Doyle.
 
KELLAWAY
Get him!
 
The other police officers draw their guns and give chase as 
Stanley RICOCHETS off through the trees hooting laughter.
 
EXT. PARK ENTRANCE
 
A twelve foot high stone wall surrounds the park. Stanley/Mask 
races through the entryway, SLAMMING the park's huge wooden gates 
behind him.
 
CLOSER - THE GATE
 
The Mask throws an iron bolt, SNAPS on a huge padlock, SLAMS down 
a steel plate ZZZIPS up a gigantic zipper, HAMMERS in dozens of 
nails at high speed and throws himself against the gate 
panting...
 
But then his eyes BUG OUT on stalks as he sees what lies on the 
opposite side of the gate.
 
STANLEY'S P.O.V.
 
COPS... more COPS than seems humanly possible. They're in cars, 
armed antipersonnel carriers, hanging from trees, parachuting 
from 
helicopters...
 
And they're all aiming serious looking guns at HIM.
 
BULLHORN VOICE
It's all over! Put your hands
over your head or we'll open fire.
 
Stanley/Mask looks around, like he's trying to figure a way out 
of this mess - then -
 
STANLEY/MASK
Hit it!
 
With that, a police SPOTLIGHT SNAPS on, and the brightly lit park 
entry-way becomes a beautifully lit stage. Stanley/Mask strikes a 
pose, 
now wearing a straw hat "boater" and weilding a cane.
 
Pedestrians with radios and ghetto blasters look down in shock as 
a RUMBA begins playing from every speaker in town. 
Stanley/Mask SWAYS seductively in time to the music.
 
A FEMALE COP steps forward, a look of surprise spreaading over 
her face as, against her will, she opens her mouth in song.
 
FEMALE COP
They rave about Sloppy Joe - the
Latin lothario - but Havana -
has a new sensation.
 
It's "Cuban Pete RUMBA" by Desi Arnaz! (Yes, this is a real 
song!)
 
FEMALE COP (CONT.)
He's really a modest guy -
although he's the hottest guy -
in HavAAAAna - and here's what
he has to saaaay -
 
Stanley/Mask steps up to the "stage" and tilts the boater over 
his eyes, casting a sly glance toward the crowd.
 
STANLEY/MASK
("Latin" voice)
They call me Cuban Pete - I'm
King of the Rumba beat - every
time I play the maracas I go chick
chick chickie boom!
 
Gene Kelly on acid, Stanley/Mask punctuates his number with any 
number of sly gestures - winking, nodding, sliding seductively 
down a 
street lamp post, doing repeated "splits" on the sidewalk - it's 
his big number!
 
The cops watch this with open mouthed astonishment.
 
ANGLE ON STONE WALL
 
Kellaway climbs over two of his men to scale the wall. He can't 
believe his eyes. Doyle clamors up beside him.
 
DOYLE
Hey, he's not bad.
 
Kellaway shoots him a dirty look.
 
STANLEY/MASK
 
waltzes into the street, prancing just inches from the heavily 
armed cops. His legs twine around each other like spaghetti, then 
his upper torso 
SPINS until they're straightened out again.
 
STANLEY/MASK
(still singing)
Yessir, I'm Cuban Pete! The craze
of my native street! When I start
to dance everything goes chick
chick chickie boom!
 
Like some weird, loony case of mass hypnosis, Stanley/Mask waits 
for the "musical break" to coax the armed cops into JOINING him 
on the 
number - as the rough and tumble equivalent of CHORUS GIRLS!
 
ANGLE - LOOKING DOWN FROM HELICOPTER
 
The street takes the look of a Busby Berkeley musical as the cops 
HIGH STEP in time to the infectious RUMBA beat.
 
EXT. STONE WALL - NIGHT
 
Kellaway leaps/tumbles down from the wall into some bushes and 
scrambles to his feet. He can't believe his eyes. His cops, his 
tac squad, his 
friggin' SWAT team - they're ALL in the street, dancing with this 
crazy maniac!
 
Stanley/Mask sidles up to a heavily armed female SWAT officer, 
"dirty dancing" her across the street -
 
STANLEY/MASK
The senoritas they sing, and how
they sling their sombreros --!
(It's very nice! So full of
spiiiiice--)
(dip!)
And when they're dancing they
bring a happy ring to their
vaqueros - they sing their song,
all the day loonnnggg -
 
Doyle crash lands beside Kellaway and starts out to join the 
others, but Kellaway grabs him by the back of his jacket.
 
KELLAWAY
You go out there and I'll blow
your brains out!
 
Furious, Kellaway yanks open the door of an abandoned squad car, 
pulls out a tear gas gun and fires into the air. The sharp REPORT 
and 
stinging gas seems to break the spell of THE MASK. The music 
suddenly STOPS and the high stepping cops stagger away from the 
chorus 
line, looking confused.
 
LT. KELLAWAY (CONT.)
Goddamn it! Arrest that thing!
 
The cops - shaken back to reality - fumble for their weapons.
 
THROUGH THE SMOKE
 
The Mask takes off - dashing into the crowd.
 
KELLAWAY
 
spots the Mask and races after him, calling his men.
 
KELLAWAY (CONT.)
This way!
 
THE MASK
 
bumps into an OLD LADY who SCREAMS at his hideousness.
 
The Mask realizes how obvious he is. He turns away and brings his 
arms to his head. There's a RIPPPING sound. And when he turns 
around, 
the Mask has now transformed back into...
 
STANLEY
 
Carrying the mask, Stanley tries to blend in with the crowd.
 
KELLAWAY
 
followed by a handfull of officers bears down on him.
 
KELLAWAY
Halt! Halt or we'll shoot!
 
Stanley quickly cuts down...
 
A NARROW ALLEY
 
Stanley races down the lane - cops hot on his trail. Bullets 
EXPLODE all around him. Just as he reaches the next street...
 
A CAR
 
screeches to a halt - almost running Stanley over. The window 
rolls down revealing...
 
PEGGY BRANDT
 
PEGGY
Stanley! Get in!
 
Stanley jumps into the passenger seat.
 
INT. PEGGY'S CAR - MOVING - NIGHT
 
Peggy rips around the bend, easily outdistancing the cops.
 
STANLEY
Thanks. Where are we going?
 
PEGGY
Someplace where we'll be safe.
 
EXT. DAILY TRIBUNE BUILDING - NIGHT
 
The streets are empty.
 
INT. NEWS SHIPPING ROOM - NIGHT
 
Stanley and Peggy sit on stacks of bound newspapers in the vast 
shadowy shipping room. In the b.g., a huge machine spews out 
hundreds of 
newspapers on an assembly line. Everything's mechanized: 
printing, folding, wrapping.
 
Peggy hands Stanley a cup of coffee. He's a complete wreck, 
clothes disheveled, rings under his eyes.
 
PEGGY
I saw it. I saw the whole thing.
What's happening to you, Stanley?
 
STANLEY
It's crazy... I've lost all
control. When I put on this mask
I can do anything... be anything,
but it's ruining my life.
 
PEGGY
Stanley, I don't know what's
happening to you, but I do know
this. That letter you sent my
column was from a guy with more
guts and heart than any of the
creeps I've met in Edge City.
Whatever this mask is, you don't
need it. You... Stanley Ipkiss,
are already all you ever need to
be.
 
STANLEY
Gosh, Peggy. Do you really mean
that?
 
PEGGY
(pauses)
Actually... no.
 
STANLEY
What?
 
We now hear a door open and footsteps.
 
PEGGY
(rises)
What took you guys so long? I've
been vamping here for twenty
minutes.
 
Dorian and three of his men stand there with their guns trained 
on Stanley.
 
DORIAN
This is him?
 
PEGGY
You have the fifty thou?
 
Sweet Eddy FLICKS open a briefcase lined with cash.
 
PEGGY (CONT.)
Right. When he puts on the mask
he becomes that green thingamajig.
 
STANLEY
(still dumbfounded)
Peggy, what are you doing?
 
PEGGY
Sorry, Stanley. You really are
a great guy, but I just can't lose
my condo. You know how hard it
is to find an apartment in this
city.
 
Sweet Eddy and a second thug grab Stanley and hang him over the 
steel maw of the whirring news press.
 
DORIAN
Okay Ipkiss. Where's the money
from the heist?
 
STANLEY
My aparment. It's in my
apartment!
 
DORIAN
Thanks. Now I believe you have
a pressing engagement.
 
PEGGY
Hey, you said you wouldn't hurt
him!
 
Dorian toys with the wooden mask, enjoying his control over the 
situation.
 
DORIAN
You're right. Easy boys. One
thing at a time. Tell me about
this mask, Ipkiss. How does it
work?
 
STANLEY
I don't know... You just put it
on!
 
The Mask FX theme builds, Dorian raises the mask to his face.
 
SWEET EDDY
Better be careful, boss.
 
With a CRACK of thunder a whirlwind of light and power swirls 
around Dorian's figure. Unlike Stanley's transformation, Dorian's 
is much more 
diabolical. He grows and changes within a nimbus of ROARING 
light. Finally the light dies away and Dorian/Mask rises from a 
circle of swirling 
smoke.
 
C.U. DORIAN/MASK
 
While Stanley was a zoot suited bee-bopper in hyper-drive, 
Dorian/Mask is more like a hulking evil GENIE, fresh out of the 
lamp and pissed at 
the world. His diamond earring and touches of his neuvo-gangster 
look is still apparent, but his huge grin stretches out like a 
Tyrannosaurus 
Rex's under eyes that glow green with wicked power. His voice is 
a deep inhuman RUMBLE.
 
DORIAN
What a rush.
 
SWEET EDDY
Whoa, boss... are you okay?
 
DORIAN/MASK
I'm better than ever, you idiot.
Now stop the presses. There'll
be a new headline tonight.
 
Sweet Eddy stands there looking disappointed with Ipkiss still 
held dangling above the churning presses.
 
SWEET EDDY
But what about him?
 
Dorian/Mask wheels about and ROARS at Sweet Eddy.
 
DORIAN/MASK
DO AS I SAY! I have other plans
for Ipkiss. Everything's become
so clear to me now!
 
Peggy sheepishly reaches for the suitcase.
 
PEGGY
Ah... excuse me. If you don't
mind, I'll just take my money and
be going. You guys make
yourselves at home.
 
Dorian/Mask slides up to Peggy threateningly.
 
DORIAN/MASK
Must you go? What a shame. You
and I could make beautiful
headlines together.
 
Peggy removes his arm from her shoulder.
 
PEGGY
Thanks, anyway. That wasn't part
of the deal.
 
Peggy snatches the briefcase, but Dorian/Mask blocks her exit.
 
DORIAN/MASK
Of course. You only want what's
coming to you, don't you?
 
Peggy whips out a snub-nose .38 out from beneath her coat.
 
PEGGY
Back off Freakazoid. I wasn't
born yesterday.
 
DORIAN/MASK
Ah... But you might die today!
 
Dorian throws the switch and the presses CHURN to life. In a 
flash he snatches Peggy off her feet.
 
DORIAN/MASK (CONT.)
A girl like you deserves
to have her face plastered all
over page one.
 
He tosses her into the grinding mill of steel and paper.
 
CAMERA BOOMS DOWN as Peggy's feet disappear between the presses' 
huge rollers and continues down, down past the whirling gears and 
hydraulics to finally ENDFRAME on the chute where the newspapers 
roll out on a conveyor belt.
 
Headlines in blood red ink now read: "Reporter Killed in Freak 
Accident" next to a picture of a slightly flattened-looking 
Peggy, her mouth open 
in a silent scream.
 
SWEET EDDY
What do we do with Ipkiss?
 
DORIAN/MASK
The police are looking for the
Mask. We shall give them the
Mask. And Eddy...
 
SWEET EDDY
Yeah, Dorian?
 
DORIAN/MASK
Get the boys ready. The Swedes'
expecting us at the casino opening
tomorrow night. We wouldn't want
to disappoint him, would we?
 
Dorian/Mask throws his head back and lets loose a deep BOOMING 
LAUGH. It's unnerving even to Eddy, but he laughs nervously in 
response 
and elbows the other thugs to join in.
 
CUT TO:
 
INT. STANLEY'S APARTMENT - NIGHT
 
The door is kicked open and two of Dorian's henchmen burst into 
the room. Milo leaps off the couch and scrables behind the 
curtains. They 
yank open the closet door and start scooping the cash into 
plastic garbage bags.
 
EXT. STREET - CAR
 
Stanley lies in the back seat, gagged, bound hand and foot and 
half hidden under a blanket. A thug in the driver's seat pokes 
his .45 under 
Stanley's nose.
 
THUG
That money better be where you
said it was, Ipkiss or you can
Ipkiss your ass goodbye.
 
He chuckles at his own little joke.
 
INT. APARTMENT
 
Milo peeks out from behind the curtain as the henchmen finish 
their job. He ducks behind the curtain and looks out the window.
 
MILO'S P.O.V.
 
of the henchmen's car. Stanley can barely be seen peeking out the 
car window. The henchmen pushes him back down.
 
MILO
 
His ears perk up. The boss is in trouble! He checks back outside 
the curtain.
 
THE HENCHMEN
 
finish up and start out the door carrying the trash bags. Milo 
races right by them, just out of sight.
 
EXT. STREET
 
The henchmen hop in and start the engine. As the car peels out 
into traffic, Milo appears, valiantly racing along the sidewalk, 
dodging 
pedestrians and cross-traffic to keep the car in sight.
 
CUT TO:
 
EXT. POLICE STATION - NIGHT
 
Dejected, Lt. Kellaway heads up the steps with Sgt. Doyle.
 
LT. KELLAWAY
I still can't believe it.
Hardened cops dancin' in the
streets... and broadcast all over
the ten o'clock news.
 
DOYLE
The SWAT team got an offer to open
for Wayne Newton.
 
LT. KELLAWAY
I'm history. The Captain's going
to have my badge for breakfast.
With a little pension on top.
 
DOYLE
C'mon Lieutenant, it wasn't your
fault. Something will turn up.
 
LT. KELLAWAY
Sure. Stanley Ipkiss is going
to fall right into my lap...
 
A car SCREECHES BY. The door flies open and a BODY comes tumbling 
out - knocking Kellaway down. He looks up at the body sitting in 
his 
lap -
 
LT. KELLAWAY
...Ipkiss!
 
STANLEY
I can explain everything...
 
DOYLE
Don't bother.
 
Doyle pulls a GREEN RUBBER MASK out of Stanley's pocket. Kellaway 
starts hauling him up the precinct steps.
 
LT. KELLAWAY
You have the right to remain
silent, you freakin' Looney Tune.
Anymore of your half-baked
wisecracks can and will be used
against you by me, personally...
 
STANLEY
You've got to listen to me!
 
Kellaway and Doyle drag Stanley into the precinct - just as MILO 
charges up. But the dog is shut out of the station.
 
INT. JAIL CELL - NIGHT
 
Bruised, beaten and exhuasted - Stanley's thrown into a small 
cell. The KEY-GUARD locks the cell up - then walks away.
 
Stanley looks around his dismal quarters. A filthy toilet. The 
cot even worse. There's a YOWLING. He climbs up on the cot and 
looks out the 
small, barred window.
 
STANLEY'S P.O.V.:
 
There's a dumpster below the window, overflowing with trash. Next 
to the trash heap - is MILO. The dog looks up at Stanley and YIPS 
happily. 
Stanley forces a smile.
 
STANLEY
Go find yourself a new home, Milo.
It looks like I'm going to be here
for a long long time...
 
Milo watches Stanley recede back into the cell.
 
INT. JAIL CELL - DAWN
 
Stanley lies on his cot - staring at the ceiling. The Guard bangs 
on the door.
 
GUARD
Wake up. You gotta visitor.
 
STANLEY
About time you found me a
lawyer...
(a beat)
...Tina?
 
TINA
Hello, Stanley.
 
STANLEY
What's wrong? Your boyfriend kick
you out for not delivering me on
schedule?
 
TINA
Is that what you think - that
I set you up?
 
STANLEY
I don't know. But I've got plenty
of time to figure it out.
 
TINA
You're just going to have to trust
me on this.
 
STANLEY
Now is not the best time for
me on trusting women.
 
TINA
I ran out on Dorian last night,
Stanley. I just came to tell you
I'm sorry. Sorry about
everything.
 
STANLEY
You ran out on him?
 
TINA
That magic mask of yours turned
him into some kind of monster...
 
STANLEY
He wasn't exactly Mother Theresa
in the first place.
 
TINA
He's going to the casino opening
tonight and he's planning to do
something terrible.
 
STANLEY
A real change of pace for him.
 
TINA
Half this town will be there
Stanley. I tried to tell the
cops, but they wouldn't listen
to me.
 
STANLEY
As long as he's got the mask,
there's nothing they can do to
stop him anyway. There's nothing
anyone can do.
 
TINA
There must be some way. How does
it work?
 
STANLEY
(pauses)
It's like it brings you innermost
desires to life. If deep down
inside you're a little repressed
and... a hopeless romantic, you
become sort of a love-crazy wild
man.
 
TINA
And if you've got a black heart?
 
STANLEY
Then the world's going to be a
very dark place. And if I were
you, I'd get out of town. Fast.
 
Tina takes a beat and absorbs this information.
 
TINA
Thanks.
 
STANLEY
For what?
 
TINA
Lots of things. For really
believing in me when I couldn't.
For sharing a sunset with me.
For being the first guy to treat
me like I was a person instead
of a slab of meat.
(a beat)
And for being any kind of
romantic. Even a hopeless one.
 
STANLEY
(softening)
You're welcome.
 
TINA
You know, that night at the club
I knew I met someone special.
Someone like nobody I'd ever met
before.
 
STANLEY
The Mask.
 
TINA
No... the guy that was inside the Mask
all the time. You. Stanley Ip -
 
They draw closer. The iron bars scrunch up their faces...
 
TINA (CONT.)
--kiss.
 
They KISS. A sweet, soft and romantic kiss. Then... the KEY-GUARD 
pulls her away.
 
KEY-GUARD
Time's up, lady.
 
TINA
I've got to disappear for awhile
Stanley. I'm not sure where I'll
go but I'll let you know as soon
as I can.
 
Stanley takes a long last look at Tina as she's escorted out.
 
EXT. STATION - DAY
 
Warily, Tina slips out of the precinct. She's about to cross the 
street, but spots a SUSPICIOUS LIMO, engine idling. Quickly, she 
doubles back 
and heads -
 
INTO THE ALLEY
 
Behind the station. She looks over her shoulder. No one's there. 
Tina hurries toward the next street and -
 
A BIG SEDAN
 
roars up, cutting her off. She turns and runs back the way she 
came - but freezes when THE LIMO screeches up, blocking her.
 
Sweet Eddy and Hicks jump out of the limo. She SCREAMS.
 
INT. STANLEY'S CELL - AT THE WINDOW - SAME TIME
 
Stanley watches helplessly as Tina is dragged into the limo. 
Frantic, Stanley runs to the cell door.
 
STANLEY
(to the Key-Guard)
Hey! A girl's being kidnapped
out there! Do something!
 
THE GUARD tunrs up the volume on JEOPARDY, drowning Stanley out.
 
EXT. DORIAN'S HOUSE - DAY
 
A slick/modern house on the hills overlooking Edge City. Sweet 
Eddy pulls Tina from the limo.
 
INT. DORIAN'S HOUSE
 
Sweet Eddy and Huey enter and push Tina roughly into the room. 
Dorian rises to meet her.
 
DORIAN
(sarcastically)
Baby, there you are...
(he embraces her)
I was gettin' all worried about
you.
 
TINA
I just went out for a little while
Dorian.
 
Sweet Eddy holds up a small suitcase and an overstuffed shoulder 
bag he got from her car.
 
DORIAN
Looks like maybe a long little
while, right baby?
 
Dorian grabs her by the throat and SLAMS her against the wall. 
The pictures rattle.
 
DORIAN
You know what happened to the last
bitch that ran out on me? Do
you?!
 
TINA
(choking)
No...
 
DORIAN
Nobody else does either. Nobody
ever will.
 
He tosses her onto the bed. She lies there gasping for breath.
 
DORIAN
Now fix yourself up, baby. And
pick out something pretty to wear
tonight.
 
Dorian picks up the mask and admires it.
 
DORIAN (CONT.)
We're going to make a big splash
at that opening. One this town
will never forget.
 
CUT TO:
 
INT. JAIL CELL - DAY
 
Agitated, Stanley paces around the room. Stanley's eyes pop open. 
An IDEA! He stands up, clunking his heaad on the upper bunk. 
Stanley 
peers down the hall and sees
 
THE KEY GUARD
 
watching a TV boxing match. He's CHEWING on the leather key-chain 
strap. There's a half eaten sausage and a wedge of cheese on the 
desk.
 
STANLEY
 
climbs up on the cot and looks out the window.
 
STANLEY
(stage whisper)
Milo!
 
EXT. THE ALLEY - SAME TIME
 
Just a pile of trash. The dog's gone. Then... a RUSTLE. A filthy 
blanket moves... and MILO emerges from it - tail waggling as he 
sees Stanley.
 
The little dog jumps up, helplessly trying to reach the window.
 
STANLEY
Come on, boy!
 
Milo gets an idea. He jumps on boxes and trash bags, using them 
as steps. He climbs higher and higher until he's reached the top 
of the 
dumpster.
 
STANLEY (CONT.)
Come on, Milo!
 
Milo jumps from the dumpster. He almost reaches the window, but 
falls back down again into the trash heap.
 
The dog leaps a second time. On this jump, Stanley grabs him and 
brings him through the bars.
 
INT. JAIL CELL - CONTINUOUS
 
Stanley gathers Milo up in his arms. The dog licks his face and 
YELPS joyously. Stanley muzzles him and peeks -
 
DOWN THE HALL
 
The Key-Guard's SNORING in his chair. The chewed leather key-
chain strap is still in his MOUTH. His half-eaten sausage and 
cheese still lies 
before him.
 
STANLEY
 
shows Milo the guard, then whispers in the dog's ear.
 
STANLEY
Keys, Milo. Get the keys!
 
Milo cocks his head at the sound of the word KEYS. He zips out 
through the bars.
 
INT. HALLWAY - CONTINUOUS
 
Milo trots down the hall and approaches the key-guard's station. 
The dog stares and sniffs at the SNORING man.
 
INT. STANLEY'S CELL - A MOMENT LATER
 
Milo returns, slipping back into the cell.
 
STANLEY
Good boy...
 
He pulls the wedge of cheese out of the dog's mouth.
 
STANLEY (CONT.)
I said "keys" not "cheese"! Keys.
K-E-Y-S... keys!
 
Stanley pushes the dog back out the cell.
 
FOLLOWING MILO
 
He approaches the guard and stops - staring at the keys dangling 
from the man's mouth. Milo jumps up on the desk and bites down on 
the 
key-chain. He starts to pull when...
 
The guard stirs and almost wakes up. Milo freezes. A moment 
later, the guard starts SNORING again. Milo grabs the keys and 
trots back to 
Stanley's cell.
 
STANLEY
Atta boy, Milo. Now let's see
if we can get out of here.
 
CUT TO:
 
EXT. VALHALLA CASINO - SUNSET
 
Built on pilings at the edge of the marina, the extravagant 
Vegas-like structure looks like a stylized Viking castle. 
(Production note: Key mater 
shots will be matte paintings.)
 
REPORTERS and tuxedoed GUESTS crowd around as the Swede and town 
DIGNITARIES prepare to cut a huge red ribbon and officially open 
the casino.
 
Two statuesque BLONDES in scanty Valkyrie (Viking goddess) 
costumes present the Swede with a gigantic pair of SCISSORS. The 
crowd 
applaudes and flashbulbs POP.
 
THE SWEDE
So, ladies and gentlemen with a
special thanks to Mayor Tilton
and everyone else who made this
possible, I give you... the
Valhalla Casino.
 
With a mighty SNAP of the scissors the Swede cuts the ribbon and 
the doors of the casino open wide.
 
CUT TO:
 
EXT. STREETS - SUNSET
 
Dorian's limo barrels through the streets of Edge City followed 
by two sedans full of his men.
 
C.U. - THE SUN
 
as it disappears behind the clouds. CAMERA PULLS BACK as the 
limo's moon roof slides shut. We tilt down to discover Dorian and 
Tina, 
dressed to the nines for the opening. Dorian holds the mask in 
his lap.
 
DORIAN
It's almost time.
 
Tina nervously starts to light a cigarette. Dorian snatches the 
lighter away from her.
 
DORIAN (CONT.)
I wouldn't do that, Sweetie. We
don't want to start the
celebration early.
 
Dorian flips back a blanket covering four compact wooden crates 
marked "C-7 - Caution U.S.M.C. Demolition Materials."
 
DORIAN (CONT.)
Now sit back and try to relax.
I've got to change for the party.
 
Dorian slowly raises the mask to his face as Tina watches in 
horror.
 
EXT. LIMO
 
The tinted glass LIGHTS UP from inside like muted fireworks as 
Dorian's transformation begins.
 
CUT TO:
 
INT. POLICE STATION - C.U. - SLEEPING GUARD
 
CAMERA PANS from his snoring mouth down to his gun as a hand 
carefully lifts it out of his holster.
 
WIDER
 
Gun in hand, Stanley silently backs away with Milo at his side.
 
The Guard chokes off a snore and begins to wake up. He sees 
Stanley's cell door standing open and goes for his gun... but 
grasps air.
 
STANLEY
 
puts one hand over his eyes and slams the butt of the gun down as 
hard as he can on the Guard's head. THONK. The Guard drops back 
down 
on his chair unconscious.
 
Stanley peeks from beneath his hand and regards his work. Not 
bad. Milo yips happily.
 
STANLEY
Come on.
 
Stanley turns and starts for the door when he bumps straight into 
Lt. Kellaway.
 
KELLAWAY
Ipkiss!
 
Stanley is shocked, but quickly realizes he's got the gun. He 
points it at Kellaway with greater authority.
 
STANLEY
Hold it! I warn you! I'm
seriously stressed out here!
 
Kellaway
Easy, Ipkiss. Don't be an idiot.
You're in the middle of a police
station. There's no way you're
just going to walk out of here.
 
STANLEY
(pauses)
You're right.
 
Stanley pockets Kellaway's gun while keeping him covered with the 
Guard's gun. He pulls the handcuffs from Kellaway's belt and 
begins to 
handcuff the two of them together.
 
KELLAWAY
Now what are you doing?
 
STANLEY
Putting myself in your custody.
 
KELLAWAY
You are certifiable.
 
Stanley unbuttons his shirt and holds it open.
 
STANLEY
Milo!
 
Milo immediately jumps inside and Stanley buttons up. He now 
looks like he has a pretty nasty pot belly, but otherwise okay.
 
STANLEY (CONT.)
Okay. Now we have to hurry or
we'll miss the party.
 
KELLAWAY
Of course. We wouldn't want to
keep Alice and the white rabbit
waiting.
 
Keeping the gun jammed in Kellaway's ribs, Stanley folds his 
jacket over his gun hand. We hear it cock beneath the jacket. KA-
LATCH.
 
STANLEY
Now move.
 
CUT TO:
 
EXT. CASINO
 
The opening is in full swing as the limo and two sedans pull up 
to the front doors.
 
CLOSER - LIMO
 
as the CAR HOP attempts to open the passenger door, it EXPLODES 
off and shoots ten feet from the car taking the unfortunate Car 
Hop with it. 
Dorian/Mask steps out of swirling mists within the limo in all 
his wicked green glory.
 
DORIAN/MASK
Don't be shy, Tina. I know how
you like to make an entrance.
 
He pulls her out of the limo.
 
DORIAN/MASK
And I must say, that's a dress
to die for. Or should I say in?
 
Dorian's men scramble, hauling the C-7 out of the limo and racing 
off into the darkness with their automatic weapons.
 
CUT TO:
 
INT. POLICE STATION
 
Lt. Kellaway and Stanley march past POLICEMEN, FELONS and 
CITIZENS in the front desk area looking stiff and unnatural as 
hell. Doyle 
waves hello from the coffee service as he munches on a chocolate 
doughnut.
 
DOYLE
Hi Lieutenant. Where are you
taking Ipkiss?
 
KELLAWAY
Ixnay! Ehay's otgay an ungay...
ouch!
 
Stanley jams him in the ribs with that hidden gun.
 
DOYLE
What did you say?
 
Milo pokes his head up out of Stanley's shirt, but Stanley 
instantly pushes it back down. Doyle does a double-take wondering 
what's wrong 
with this picture as they continue their stiff-legged walk out 
the door. Doyle gives an uncertain wave with his half-eaten 
doughnut.
 
DOYLE (CONT.)
...See ya.
 
CUT TO:
 
INT. CASINO
 
CAMERA BOOMS DOWN. The casino is a true Caesar's Palace style 
show place featuring a dragon-prowed Viking ship that's the 
centerpiece 
of the room. The gaming floor is packed with happy PARTY GOERS.
 
CAMERA ENDFRAMES on Charlie Schumacher as he snatches a drink off 
a passing WAITRESS' tray and turns to a gorgeous Valkyrie change 
girl whose helmet has two large horns sticking out of it.
 
CHARLIE
Hello tall, Nordic and beautiful.
One look at you and I know how
your hat feels.
 
Suddenly Mrs. Peenman appears, pushing her way past Charlie with 
a paper bag filled with quarters.
 
MRS. PEENMAN
Out of my way, Buster. Mama feels
lucky tonight.
 
She jams a quarter in a slot machine right behind Charlie and 
throws her weight behind the handle.
 
ANGLE ON THE FRONT DOORS
 
as they suddenly EXPLODE inward, blowing Security Man off their 
feet.
 
Dorian/Mask steps through the smoking ruin dragging Tina after 
him. He's flanked by a half dozen of his heavily armed men.
 
DORIAN/MASK
Now... let the games begin!
 
Armed Security pull their weapons, but are immediately blown away 
by the thugs. The crowd is thrown into a panic.
 
CUT TO:
 
INT./EXT. POLICE CAR
 
As it tears through the streets of Edge City with its siren 
BLARING. Kellaway sits in the rear of the car with his hands 
cuffed behind his back. 
Stanley's at the wheel with Milo at his side. Kellaway is livid.
 
KELLAWAY
Ipkiss, I'll have you locked up
for this so long sex will be safe
again!
 
Kellaway is thrown into the door as Stanley SCREECHES around a 
corner.
 
CUT TO:
 
INT. CASINO
 
The frightened crowd mills about in terror as Dorian's thugs seal 
off the exits. They frisk down their captives for loot and 
jewelry. Orlando runs 
up to Dorian/Mask with canvas sacks filled with money.
 
ORLANDO
We scored over half a mil from
the safe!
 
A SECURITY GUARD now pops out from behind a mock-stone pillar and 
opens fire on Dorian. BLAM. BLAM. BLAM.
 
Orlando dives for cover. The bullets seem to have no effect as 
Dorian rips a Viking spear off a wall display and hurls it 
straight across the room 
with supernatural force.
 
The spear SKEWERS the Security Guard, sends him flying back and 
PINS him to a slot machine which immediately rings TILT and 
spills out 
quarters.
 
DORIAN/MASK
You can come out now, Orlando.
I think he got the point.
 
Dorian hauls Tina over to the Vikin ship where his men are wiring 
up boxes of C-7 and sticks of dynamite. He slams her up against 
the prow as 
his men lash her in place with coils of rope.
 
TINA
Let me go you bastard!
 
DORIAN/MASK
What's wrong darling? This is
your big production number. You
of all people know how important
it is to go out with a bang.
 
Dorian pulls his walkie talkie out.
 
DORIAN/MASK (CONT.)
Eddy... How goes it?
 
EXT. PIER - PILINGS
 
Sweet Eddy and two other Thugs are busy wiring explosives to the 
pillars that support the pier the casino rests on.
 
SWEET EDDY
All set boss.
 
INT. CASINO
 
Dorian plugs the timer into the nexus of all the wiring.
 
DORIAN/MASK
Excellent. The real party starts
now and ends in...
(sets timer)
Thirty minutes.
 
EXT. CASINO - PARKING LOT
 
Stanley SCREECHES to a halt in the cop car.
 
INT. CAR
 
He turns to Kellaway, brandishing his gun.
 
STANLEY
Okay. When I push the red button
the safety is off, right?
 
KELLAWAY
I'm not helping you, Ipkiss.
 
STANLEY
Alright, suit yourself.
(to Milo)
You stay and be a good boy.
 
As soon as Stanley shuts the door Milo starts pawing at the 
handle.
 
INT. CASINO
 
The Swede scrambles under a crap table to escape the mayhem and 
bumps into Mayor Tilton.
 
TILTON
Hey, watch it! Oh, Arnie...
 
Suddenly the entire table is lifted away as if it were a child's 
toy and they look up into the evil grinning of Dorian/Mask.
 
DORIAN/MASK
Swede... my dear, dear business
partner. And Mayor Tilton! What
a surprise. We have just enough
time left to play my favorite
game!
 
INT. CASINO KITCHEN
 
As Stanley sneaks in an employee's door, the coast looks clear. 
He snaps off the kitchen lights.
 
Stanley spots a THUG standing guard outside the kitchen's double 
doors. He ducks back down behind a barrel and gets an idea. The 
label on 
the barrel reads "Olive Oil".
 
INT. CASINO
 
The Thug seems to be enjoying the mayhem when he hears an off 
camera WHISTLE. He pulls out his .45 and cautiously enters the 
kitchen to 
investigate.
 
INT. KITCHEN
 
The Thug enters, brandishing his gun and cautiously makes his way 
into the kitchen.
 
C.U. - FOOT
 
He steps into a large slick of olive oil and his legs shoot right 
out from under him. SLAM.
 
THUG'S P.O.V.
 
as he slides across the kitchen floor at high speed.
 
THUG
Whoaaaaa!
 
Suddenly Stanley pops up from behind the overturned barrel with a 
huge frying pan and slams it right into camera. CLANG.
 
STANLEY
 
plucks the gun from the unconscious Guard and sneaks into the 
casino.
 
INT. CASINO
 
Stanley appears out of the kitchen doors and gets the attention 
of the nearest captive party-goers.
 
STANLEY
Pssst. You guys. Over here.
 
Charlie turns around.
 
CHARLIE
Stanley! What are you doing here?
 
He motions them over to the kitchen and hands Charlie the gun.
 
STANLEY
Start sneaking people out the
back. Watch out for the oil.
 
Stanley now makes his way deeper into the casino.
 
EXT. PARKING LOT - POLICE CAR
 
Milo finally manages to pop the lock and the car door opens. He 
scurries off towards the casino.
 
INT. CASINO
 
The Swede struggles desperately as he's tied to a spoke of a huge 
wooden NUMBERS WHEEL, a kind of upright roulette wheel that's one 
of 
the casino's attractions. Mayor Tilton and two other town 
dignitaries are tied to the other three spokes.
 
SWEDE
Let me offa this thing, you
lousy scumbag!
 
Dorian/Mask pulls three Viking hand axes off a wall display and 
casually begins to juggle them.
 
DORIAN/MASK
Sorry Swede. I've got an ax to
grind with you. In fact I got
a couple and I'm afraid they may
give you a splitting headache!
 
He nods to one of his men who gives the wheel a big spin. As the 
captives SCREAM Dorian prepares to throw his first ax.
 
DORIAN/MASK (CONT.)
Round and round she goes. Who
dies first, nobody knows!
 
ANGLE ON THE VIKING SHIP
 
Stanley pops up behind the dragon-prow and starts untying Tina.
 
TINA
Stanley!
 
STANLEY
Hang on, Tina.
 
TINA
Stanley, look out!
 
Stanley ducks just as a Viking ax splits the dragonhead right 
next to him in half.
 
Dorian ROARS with rage as he rushes across the room to the boat.
 
Stanley pops back up firing his gun. BLAM. BLAM. BLAM.
 
Dorian takes the direct hits. He grins horridly at Stanley and he 
extends his slimy tongue.
 
C.U. - TONGUE
 
The bullets all stand there on end in a neat little semi-circle.
 
Dorian now sucks in a mighty breath. Stanley grabs a Viking 
shield and protects Tina and himself.
 
Dorian blows the bullets back at Stanley.
 
RAT-TAT-TAT-TAT.
 
They batter the shield. Stanley's knocked backwards from the 
impact.
 
A HUGE GREEN CLAW
 
drags Stanley out and SLAMS up against the prow next to Tina. One 
of his men immediately begins tying Stanley in place.
 
DORIAN/MASK
How touching! The two love birds.
Just to show you there's no hard
feelings, I'm going to let you
spend the rest of your lives
together.
 
TINA
You've got it all wrong! I could
care less about this creep.
Nobody could replace you, Dorian.
Nobody!
 
DORIAN/MASK
If you think a line like that's 
going to save your life, you're
dumber than he is.
 
TINA
(softly)
Okay. Maybe it's too late. Then
all I want is... a kiss.
 
DORIAN/MASK
A kiss?
 
TINA
One last kiss.
 
DORIAN/MASK
(a beat)
Sure, why not...
 
Dorian/Mask sticks out his slimy TWO-FOOT TONGUE, and stick his 
eyebrows back. Hiss massive lips flutter as he puckers up. But 
Tina turns 
her head way.
 
TINA
No! From the real Dorian. The
guy I used to love.
(breathy)
Nobody ever kissed me like Dorian
Tyrel.
 
ORLANDO
No time, boss. This building's
going down any minute...
 
DORIAN/MASK
I make the decisions! And I've
decided...
 
Tina stares at him dreamily. Ego gets the better of him. He 
reaches up and RIPS the mask off. SSSSHUPP!
 
DORIAN/MASK TRANSFORMS BACK INTO DORIAN
 
DORIAN
...to give the girl one last
thrill.
 
He plants his mouth on Tina's -- kissing her roughly. Tina really 
gets into it. But Stanley watches as Tina slyly positions the leg 
that he 
freed up. And...
 
TINA DROP-KICKS THE MASK
 
right out of Dorian's hand. It flies into the air.
 
A SERIES OF SLO-MO SHOTS AS...
 
THE MASK SOARS THROUGH THE AIR...
 
DORIAN, ORLANDO and SWEET EDDY ON THE RUN...
 
THE MASK REACHES ITS SUMMIT THEN TUMBLES DOWN THROUGH THE AIR...
 
HANDS REACH HIGH... FINGERTIPS GRAZE IT...
 
But then suddenly... shockingly...
 
A SNOUT, FLAPPING TONGUE AND BARE TEETH
 
soar straight up through thr human hands and...
 
MILO GRABS THE MASK
 
as though it were a Frisbee. Everyone's stunned.
 
REAL TIME
 
The dog lands back on the ground -- the mask firmly in his mouth. 
He starts to run away but... Dorian grabs his hind leg.
 
DORIAN
C'mere, you ugly little mutt...
 
MILO
 
legs pumping frantically, is losing ground. At the last second, 
he drops the mask and jams his muzzle into it. Lightning FLASHES.
 
DORIAN'S
 
eyes widen as
 
MILO TRANSFORMS INTO -- DOG/MASK!
 
His pint-sized doggy body now has a giant-sized GREEN HEAD with a 
double-row of JAGGED CANINE TEETH. The plain collar now sparkles 
with GLEAMING STUDS. RAZOR-TOENAILS distend. The eyes glow hell 
fire green.
 
DORIAN (CONT.)
Whoa!
 
Reflexively, Dorian lets go. Dog/Mask unleashes an incredibly 
loud SONIC WOOF that explodes glass front slot machines all 
around them.
 
DORIAN (CONT.)
Don't let it get away!
 
Sweet Eddy lunges at the Dog/Mask. But the canine-creature runs 
between his legs and CHOMPS DOWN on his butt. The tiny dog picks 
big 
Sweet Eddy up and shakes him back and forth, like a rag doll.
 
STANLEY
 
watches this, then takes a look at the TICKING DETONATOR. Less 
than a minute to go. He strains at his bonds -- forcing the rope 
into a 
FLAMING VIKING WALL TORCH.
 
Tina winces as Stanley's hand-rope begins to burn.
 
DOG/MASK
 
uses Eddy as a club -- knocking other Thugs down.
 
SWEET EDDY
Get him off me!
 
Dorian raises his Uzi and SPRAYS THE AREA WITH GUNFIRE! Dog/Mask 
leaps away in the nick of time.
 
ORLANDO
C'mon! We've got the money.
Let's get the hell out of here!
 
DORIAN
I gotta have that mask!
 
Dorian chases Dog/Mask into the maze of slot machines.
 
STANLEY
 
burns through his ropes. He frees himself and races to the 
detonator. 15 - 14 - 13 - 12
 
IN THE MAZE OF SLOT MACHINES
 
Dorian stalks Dog/Mask, whistling for him to come. A stream of 
WATER now trickles down on him from above.
 
Dog/Mask is in the chandelier taking a whiz and snorting doggie 
laughter. Dorian sprays the ceiling with gunfire, but...
 
DOG/MASK
 
pounces on Dorian, knocking him flat, then races out of sight.
 
VIKING SHIP
 
Stanley yanks one wire after another, but the timer still ticks 
down -- 5 - 4 - 3 - 2 -- Stanley pulls the last wire. The timer 
stops. Tina exhales, 
relieved, as Stanley unties her.
 
TINA
(kissing him)
You did it...
 
C.U. - TIMER
 
as it TICKS back to life... 2 - 1 - 0!
 
A muffled EXPLOSION rumbles from beneath the floorboards.
 
EXT. THE PIER - NIGHT
 
The two front support pilings BLOW UP.
 
INT. CASINO - SAME TIME
 
The entire floor TILTS. Gaming tables and slot machines start to 
slide by. Stanley grabs Tina and hangs onto the prow of the boat.
 
STANLEY
Milo! Milo, come!
 
Dog/Mask appears racing up the tilting floor and leaps into the 
boat as...
 
THE LAST TWO PILINGS BLOW UP!
 
The entire casino floor drops straight down.
 
THE SHIP SLIDES
 
straight across the gaming floor towards the huge front doors.
 
DORIAN
 
SCREAMS as the boat slides right over him.
 
EXT. HARBOR - NIGHT
 
The Viking ship CRASHES through the doors and SPLASHES down in 
the marina as the entire casino sinks into the water.
 
EXT. VIKING SHIP - NIGHT
 
It bobs for a moment, then floats! Stanley, Tina and the dog 
emerge from their hiding place, under one of the dining tables.
 
They can't quite believe they're alive. Their faces reflect 
romantically from the light of the Viking torch sconces.
 
TINA
Stanley... we made it. We're
alive!
 
Milo lets loose a happy "Whoof!" and leaps into Stanley's arms. 
Stanley removes the mask with a SCHWOOP and Milo transforms back 
into a 
regular dog.
 
DORIAN
I'll take that.
 
They turn as DORIAN clamors over the side of the boat. He's got a 
gun pointed right at them.
 
Stanley slides an iron grappling hook through the mask's eye 
holes and holds it overboard.
 
STANLEY
Hold it right there or you'll be
looking for this on the bottom
of the harbor.
 
Dorian stops in his tracks.
 
DORIAN
Drop it and I'll kill you all.
 
STANLEY
You can have it. But she gets
to go.
 
DORIAN
Fine.
 
TINA
Go where?
 
STANLEY
Swimming. We're still close to
shore.
 
DORIAN
Five seconds, Ipkiss.
 
Stanley tosses a wooden barrel overboard and turns to Tina.
 
STANLEY
Go ahead. Hurry...
 
Tina takes the dog and slips overboard. Dorian moves in.
 
DORIAN
Okay. Put it down. Right over
there.
 
Dorian waves his gun at the nearest dining table. Stanley starts 
to put down the mask. But at the last instant -- he tosses it
 
INTO THE PILE OF TNT
 
As Dorian turns to see where it lands, Stanley jumps him. Dorian 
FIRES but misses. Stanley jumps Dorian -- knocking his gun away.
 
Dorian falls into one of the WALL TORCHES -- toppling it.
 
The TWO MEN slug it out as a FIRE STARTS. It burns closer and 
closer to the dynamite -- the mask in the middle of the pile.
 
IN THE WATER
 
Tina and Milo cling to the floating barrel.
 
TINA
(sees fire)
Stanley! The dynamite!
 
BACK ON BOARD
 
Dorian pummels Stanley with a flurry of jabs to the head as the 
FIRE SEARS toward the explosives.
 
But Stanley counters with a solid right that rocks Dorian back. 
Dorian grabs him by the collar to retaliate but sees...
 
The FIRE licking at the dynamite casing on which the mask lies.
 
Dorian lunges for the mask. Stanley jumps overboard. The dynamite 
explodes!
 
FROM THE WATER
 
Tina and Milo watch as the ship blows up. The fireball burns 
bright, smoke everywhere.
 
TINA
...Stanley?
 
Beat. Stanley surfaces gasping for breath. Tina pulls him over to 
the barrel and Milo licks his face.
 
And then the smoke parts revealing...
 
DORIAN/MASK
 
standing on the remains of the boat. Like Wile E. Coyote, he's 
charred pitch black, with singed hair and clothes. But like a 
cartoon -- he just 
shakes off the soot and stands there in all his fearsome 
Dorian/Mask glory.
 
DORIAN/MASK
What a BLAST! This mask makes
me a god!
 
He picks up the last fizzing, but UNDETONATED STICK OF TNT and 
laughs.
 
DORIAN/MASK (CONT.)
I'm immortal...
 
He raises his arms and thunders to the heavens. At that moment -- 
the SUN peaks over the horizon.
 
DORIAN/MASK (CONT.)
Do you hear? I'm immortal!
 
The sun's rays hit the Mask. In an instant, he transforms back to 
regular Dorian. The mask pops off Dorian's face -- useless.
 
Dorian stares dumbfounded at the TNT stick in his hand as it --
 
KA-BOOM! Dorian is blown to smithereens.
 
EXT. MARINA - DAWN
 
There are cops everywhere. Lt. Kellaway wraps Tina in a dry 
blanket. Stanley holds out his arms.
 
STANLEY
Back to jail, Lieutenant?
 
LT. KELLAWAY
Ipkiss, I'd like to lock you up
for the rest of my life. But the
mayor and a hundred other witnesses say
Dorian Tyrel's the bad guy and
you're the good guy. So no jail.
Just a downtown parade at noon.
(resigned)
And I've got to be your escort.
 
Stanley smiles and puts his arms around Tina. They head down the 
beach. The two young lovers and Milo walk past --
 
CHARLIE SCHUMACHER
 
standing near the crowd of post-party VICTIMS being helped by the 
POLICE and MEDICAL PERSONNEL. He's still hitting on that 
statuesque 
Valkyrie change girl.
 
CHARLIE
So I deck this thug, grab his gun
and tell Stanley, "Take cover,
Buddy. I'll get these folks out
sae and sound." Y'know
we should go back to my place so
I can tell you the rest of the
story.
 
ANGLE ON SHORELINE
 
Mrs. Peenman is walking along grumbling to herself when she 
notices the mask floating to shore with some of the wreckage from 
the boat.
 
MRS. PEENMAN
Just look at this mess...
 
She picks it up out of the surf and The Mask FX theme begins to 
pound in her head.
 
Back to Charlie and his Valkyrie.
 
CHARLIE
So what do you say, sweetheart?
Let's you and me go back to my
place and scramble some eggs.
 
Suddenly Mrs. Peenman/Mask ZZZIPS up and sweeps Charlie off his 
feet. She's the most whacked-out Mask creature yet with a huge 
green 
Witch Hazel face and Bride of Frankenstein hair.
 
MRS. PEENMAN/MASK
Hello short, dark and handsome!
C'mere and give Momma a kissy-poo!
 
She starts SMACKING her king-sized lips horribly.
 
CHARLIE
(terrified)
Yah! Put me down!
 
She jams a hand down the front of Charlie's pants.
 
MRS.PEENMAN/MASK
Let's see what caliber pistol
you're packing there, soldier boy!
 
She gets a grip and squeezes. AHOOGA! AHOOGA! Charlie SCREAMS, 
ttears himself from her grasp and starts running for his life. 
CAMERA 
PANS with Mrs. Peenman as she RICOCHETS after him hooting 
laughter. We ENDFRAME on Stanley and Tina as they watch the 
bizarre 
spectacle pass them by. They turn and embrace for a well deserved 
kiss as Milo yips happily and squirms up between them.
 
THE END
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