Thelma & Louise


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Thelma & Louise

Thelma & Louise

by

Callie Khouri

FINAL SHOOTING SCRIPT

June 5, 1990

FADE IN:

INT.  RESTAURANT - MORNING (PRESENT DAY)

LOUISE is a waitress in a coffee shop.  She is in her

early-thirties, but too old to be doing this.  She is very

pretty and meticulously groomed, even at the end of her

shift.  She is slamming dirty coffee cups from the counter

into a bus tray underneath the counter.  It is making a

lot of RACKET, which she is oblivious to.  There is

COUNTRY MUZAK in the b.g., which she hums along with.

INT.  THELMA'S KITCHEN - MORNING

THELMA is a housewife.  It's morning and she is slamming

coffee cups from the breakfast table into the kitchen

sink, which is full of dirty breakfast dishes and some

stuff left from last night's dinner which had to "soak".

She is still in her nightgown.  The TV is ON in the b.g.

From the kitchen, we can see an incomplete wallpapering

project going on in the dining room, an obvious "do-it-

yourself" attempt by Thelma.

INT.  RESTAURANT - MORNING

Louise goes to the pay phone and dials a number.

INT.  THELMA'S KITCHEN - MORNING

Phone RINGS.  Thelma goes over to answer it.

                         THELMA

                  (hollering)

          I got it!   Hello.

INT.  RESTAURANT - MORNING

                         LOUISE

                  (at pay phone)

          I hope you're packed, little

          housewife, 'cause we are outta her

          tonight.

INT.  THELMA'S KITCHEN - MORNING

                         THELMA

          Well, wait now.  I still have to ask

          Darryl if I can go.

                         LOUISE (V.O.)

          You mean you haven't asked him yet?

          For Christ sake, Thelma, is he your

          husband or your father?  It's just

          two days.  For God's sake, Thelma.

          Don't be a child.  Just tell him

          you're goin' with me, for cryin' out

          loud.  Tell him I'm havin' a nervous

          breakdown.

Thelma has the phone tucked under her chin, as she cuts

out coupons from the newspaper and pins them on a bulletin

board already covered with them.  We see various recipes

torn out from women's magazines along the lines of "101

Ways to Cook Pork."

                         THELMA

          He already thinks you're out of your

          mind, Louise, that don't carry much

          weight with Darryl.  Are you at

          work?

                         LOUISE (V.O.)

          No, I'm callin' from the Playboy

          Mansion.

                         THELMA

          I'll call you right back.

Thelma goes through the living room to the bottom of the

stairs and leans on the bannister.

                         THELMA

          Darryl!  Honey, you'd better hurry

          up.

DARRYL comes trotting down the stairs.  Polyester was made

for this man, and he's dripping in "men's" jewelry.  He

manages a Carpeteria.

                         DARRYL

          Damnit, Thelma, don't holler like

          that!  Haven't I told you I can't

          stand it when you holler in the

          morning.

                         THELMA

          I'm sorry, Doll, I just didn't want

          you to be late.

Darryl is checking himself out in the hall mirror, and

it's obvious he likes what he sees.  He exudes over-

confidence for reasons that never become apparent.  He

likes to think of himself as a real lady killer.

He is making imperceptible adjustments to his over-moussed

hair.  Thelma watches approvingly.

                         THELMA

          Hon.

                         DARRYL

          What.

                         THELMA

                  (she decides not to

                   tell him)

          Have a good day at work today.

                         DARRYL

          Uh-huh.

                         THELMA

          Hon?

                         DARRYL

          What?!

                         THELMA

          You want anything special for

          dinner?

                         DARRYL

          No, Thelma, I don't give a shit what

          we have for dinner.  I may not even

          make it home for dinner.  You know

          how Fridays are.

                         THELMA

          Funny how so many people wanna buy

          carpet on a Friday night.  You'd

          almost think they's want to forget

          about it for the weekend.

                         DARRYL

          Well then, it's a good thing you're

          not regional manager and I am.

He's finally ready.  He walks to the door and gives Thelma

the most perfunctory kiss on the cheek.

                         THELMA

          'Bye, honey.  I won't wait up.

                         DARRYL

          See ya.

Darryl leaves.  We see his Corvette parked out front.  As

he closes the front door, Thelma leans against it.

                         THELMA

          He's gonna shit.

Thelma laughs to herself.  She goes back into the kitchen

and picks up the phone and dials it.

INT.  RESTAURANT - MORNING

The pay phone on the wall RINGS.  ALBERT, a busboy in his

50's, answers.

                         ALBERT

          Good morning.  Why, yes, she is.  Is

          this Thelma?  Oh, Thelma, when you

          gonna run away with me?

Louise comes over and takes the phone out of his hand.

                         LOUISE

                  (to Albert)

          Not this weekend, sweetie, she's

          runnin' away with me.

                  (into phone)

          Hi.  What'd he say?

                         THELMA (V.O.)

          What time are you gonna pick me up?

                         LOUISE

          You're kiddin'!  Alright!  I'll be

          there around two or three.

                         THELMA (V.O.)

          What kind of stuff do I bring?

                         LOUISE

          I don't know.  Warm stuff, I guess.

          It's the mountains.  I guess it gets

          cold at night.  I'm just gonna bring

          everything.

                         THELMA (V.O.)

          Okay.  I will, too.

                         LOUISE

          And steal Darryl's fishin' stuff.

                         THELMA (V.O.)

          I don't know how to fish, Louise.

                         LOUISE

          Neither do I, Thelma, but Darryl

          does it, how hard can it be?  I'll

          see you later.  Be ready.

They both hang up.

EXT.  RESTAURANT - DAY

Louise pulls out in a green '66 T-Bird in mint condition.

INT.  THELMA'S BEDROOM - CLOSEUP - SUITCASE ON BED - DAY

Going into the suitcase is bathing suits, wool socks,

flannel pajamas, jeans, sweaters, T-shirts, a couple of

dresses, way too much stuff for a two-day trip.  REVEAL

Thelma, standing in front of a closet, trying to decide

what else to bring, as if she's forgotten something.  The

room looks like it was decorated entirely from a Sears

catalog.  It's really frilly.

INT.  LOUISE'S BEDROOM - CLOSEUP - SUITCASE ON BED - DAY

A perfectly ordered suitcase, everything neatly folded and

orderly.  Three pairs of underwear, one pair of long

underwear, two pairs of pants, two sweaters, one furry

robe, one nightgown.  She could be packing for camp.

REVEAL Louise.  Her room is as orderly as the suitcase.

Everything matches.  It's not quite as frilly as Thelma's,

but it is of the same ilk.  She is debating whether to

take an extra pair of socks.  She decides not to and

closes the suitcase.  She goes to the phone, picks it up

and dials.  We hear:

                         ANSWERING MACHINE (V.O.)

          Hi.  This is Jimmy.  I'm not here

          right now, but I'll probably be back

          'cause... all my stuff's here.

          Leave a message.

Louise slams down the phone.  A framed picture of Louise

and Jimmy sits on the table next to the phone.  She

matter-of-factly slams that face down, too.

INT.  THELMA'S BEDROOM - DAY

Thelma is still throwing stuff in, randomly now.  She

talks to herself quietly the whole time.

She is taking stuff off of her nightstand, a small clock,

fingernail scissors, etc.

She opens the drawer of her nightstand.  Her attitude is

purposeful; she looks as if she knows exactly what she's

doing; although, frankly, she has no idea, and each

decision is completely arbitrary.  As she rifles through

it, plucking various items from among the jumbled

contents, we see there is a gun in there, one Darryl

bought her for protection.  It is unloaded, but there is a

box of bullets.  She picks up the gun like it's a rat by

the tail and puts it in her purse.

                         THELMA

                  (muttering to

                   herself)

          Psycho killers...

She grabs the box of bullets and throws them in, too.  She

tries to close her suitcase, but there is stuff hanging

out all over the place.  She stuffs things back in the

sides and heaves all her weight against the top.

EXT.  THELMA'S HOUSE - DAY

Louise's green '66 T-Bird convertible pulls into the

driveway of Thelma's house.  The garage door goes up and

Thelma is standing in the garage with all her gear.  A

suitcase that looks like it might explode, fishing gear, a

cooler, a lantern.  Thelma's car, a beat-up gray Honda, is

parked in there, too.  Louise gets out of the driver's

seat.

                         LOUISE

          We don't need the lantern.  The

          place has electricity.

                         THELMA

          I wanna take it anyway.  Just in

          case.

                         LOUISE

          In case of what?

                         THELMA

          In case there's some escaped psycho

          killer on the loose, who cuts the

          electricity off and tries to come in

          and kill us.

                         LOUISE

                  (going along with

                   her)

          Oh yeah, sure, Thelma, that lantern

          will come in real handy.  Maybe we

          could tow your car behind, in case

          he steals the spark plugs.

                         THELMA

          We'd have to.  That thing barely

          makes it down the driveway.

They load everything into the car.  The trunk barely

closes.  Thelma heaves all her weight against it.  They

get into the car and pull out of the driveway.  As they

drive down the street, we hear Thelma let out a long howl.

She is laughing and she sticks her arms straight up in the

air.

EXT.  CAR - DAY

They are driving down the interstate.  Thelma reaches for

her purse and finds the gun.

                         THELMA

          Louise, will you take care of the

          gun?

Louise shrieks at the sight of it.

                         LOUISE

          Why in hell did you bring that?

Thelma wonders if Louise is really that naive.

                         THELMA

          Oh, come on, Louise... psycho

          killers, bears... snakes!  I just

          don't know how to use it.  So will

          you take care of it?

Louise reaches over and takes the gun out of Thelma's

purse and holds it in her hand.  She tests the weight of

it, and then puts it under the seat.  Thelma puts the

bullets under the seat.

They are speeding off down the highway with the RADIO

blaring.  Louise puts in a TAPE of wild R&B MUSIC.

                         THELMA

          Whose place is this again?

                         LOUISE

          It's Bob's, the day manager's.  He's

          gettin' a divorce, so his wife's

          gettin' this place, so he's just

          lettin' all his friends use it till

          he has to turn over the keys.

                         THELMA

          I've never had the chance to go out

          of town without Darryl.

                         LOUISE

          How come he let you go?

                         THELMA

          'Cause I didn't ask him.

                         LOUISE

          Aw, shit, Thelma, he's gonna kill

          you.

                         THELMA

          Well, he has never let me go.  He

          never lets me do one goddamn thing

          that's any fun.  All he wants me to

          do is hang around the house the

          whole time while he's out doing God

          only knows what.

They are both silent for a minute.

                         THELMA

                  (looking straight

                   ahead)

          I left him a note.  I left him stuff

          to microwave.

After a pause.

                         THELMA

          I guess you haven't heard anything

          from Jimmy... yet?

Louise's jaw tightens.  The car speeds up.

                         THELMA

          ... never mind.

A huge semi-tanker carrying gas passes them on the highway

and HONKS.  The mud flaps are the shiny silhouettes of

naked women.  There is a bumper sticker on the back that

says:  "Lick you all over -- ten cents."

                         LOUISE

          One of your friends?

Thelma is watching herself in the side mirror, pretending

to smoke a cigarette.

THELMA'S POV OF A SIGN alongside the road that reads "See

you in church on Sunday!"

Thelma pushes in the lighter and waits for it to pop out.

Louise gives her a sidelong glance, but does not say

anything.

INT.  CAR - COUNTRY ROAD - DAY

                         THELMA

          How much longer is it gonna be?  I'm

          hungry.

                         LOUISE

          Another hour of so.  We've got

          enough food for a month.

                         THELMA

          I'll never make it... Can't we stop

          just for a few minutes...

                         LOUISE

          We've not gonna get to the cabin

          till after dark as it is, Thelma.

                         THELMA

          Then what difference does it make if

          we stop?  Come on.  I never get to

          do stuff like this.

Louise realizes that Thelma is going to revert to a

teenager and continue whining unless she gives in.

                         LOUISE

          Alright, but it's gonna be a quick

          stop.

EXT.  SILVER BULLET - NIGHT

They pull off at a place down on the right all lit up with

neon.  It's called the SILVER BULLET.  The sign flashes

COCKTAILS -- BEER -- DANCING -- FOOD.  There is a huge

gravel parking lot with lots of pickup trucks and older

cars.  Even though it's early, you can tell this place is

a real night spot.  It's already pretty crowded.

INT.  SILVER BULLET - NIGHT

This place is jumpin'.  There are ten pool tables with

crowds all around.  The long bar is filled with customers.

There are tables and booths.  The room is dense with

smoke.  There is a dance floor, but no one is dancing yet

because the band is still setting up.  There are a lot of

single men.  Many heads turn and follow Thelma and Louise

to an empty table.

                         LOUISE

          I haven't seen a place like this

          since I left Texas.

                         THELMA

          Isn't this fun?

A WAITRESS comes over and drops two menus on the table.

                         WAITRESS

          Y'all wanna drink?

                         LOUISE

          No thanks.

                         THELMA

          I'll have Wild Turkey straight up

          and a Coke back, please.

As the Waitress leaves:

                         LOUISE

          Thelma!

                         THELMA

          Tell me somethin'.  Is this my

          vacation or isn't it?  I mean, God,

          you're as bad as Darryl.

                         LOUISE

          I just haven't seen you like this in

          a while.  I'm used to seeing you

          more sedate.

                         THELMA

          Well, I've had it up to my ass with

          sedate!  You said you and me was

          gonna get outta town and, for once,

          just really let our hair down.

          Well, darlin,' look out 'cause my

          hair is comin' down!

As the Waitress returns:

                         LOUISE

                  (laughing)

          Alright...

                  (to Waitress)

          I changed my mind.  I'll have a

          margarita with and a shot of Cuervo

          on the side, please.

                         THELMA

          Yeah!

As the Waitress leaves, a MAN comes over with a chair

which he pulls up to the table and straddles backwards.

He is in his late-40's, heavyset, his face is shiny in the

neon light.

                         MAN

          Now what are a couple of Kewpie

          dolls like you doin' in a place like

          this?

          LOUISE                        THELMA

    Mindin' our own            Well, we left town for

    business, why              the weekend 'cause we

    don't you try it.          wanted to try and have a

                               good time.  And because

                               Louise here is mad

                               because her boyfriend

                               won't call her while

                               he's out on the road...

Louise kicks Thelma under the table.

                         THELMA

                  (quieter)

          We just wanted to get somethin' to

          eat.

                         MAN

          Well, you come to the right place.

          You like chili?  They got good

          chili.

The Waitress returns with Louise's drink.

                         WAITRESS

          Harlan, are you botherin' these poor

          girls?

                         HARLAN (MAN)

          Hell, no.  I was just bein'

          friendly.

                         WAITRESS

                  (making eye contact

                   with Louise)

          It's a good thing they're not all as

          friendly as you.

Louise understands.

                         THELMA

          Your name's Harlan?  I got an uncle

          named Harlan!

                         HARLAN

          You do?  Is he a funny uncle?

          'Cause if he is, then he and I got

          somethin' in common.

Harlan laughs.  Thelma laughs, too, but doesn't really get

the joke.  Louise does not laugh.

                         LOUISE

                  (to Harlan)

          I don't mean to be rude, but I've

          got something I need to talk to my

          friend about.  In private.

                         HARLAN

          Aw, I understand.  I didn't mean to

          bother ya.  It's just hard not to

          notice two such pretty ladies as

          yourselves.

                  (standing, to

                   Thelma)

          You better dance with me before you

          leave, or I'll never forgive you.

                         THELMA

          Oh, sure.  That'd be fun.

Harlan leaves, then:

                         THELMA

          Jeez, Louise, that wasn't very nice.

                         LOUISE

          Can't you tell when somebody's

          hittin' on you?

                         THELMA

          So what if he was?  It's all your

          years of waitin' tables has made you

          jaded, that's all.

                         LOUISE

          Maybe.

                         THELMA

          Well, just relax, will ya.  You're

          makin' me nervous.

Thelma knocks back her shot of Wild Turkey and holds up

her glass to the Waitress to bring her another one.  The

Waitress sees her and nods.  She turns back to face her

friend.

                         THELMA

          So, Jimmy still hasn't called yet?

                         LOUISE

          Givin' him a taste of his own

          medicine.  Asshole.

                         THELMA

          I'm sorry, Louise.  I know you're

          all upset.  It's just I'm so excited

          to be out of the house, I guess.

                  (pause)

          I wonder if Darryl's home yet.

                         LOUISE

          I wonder if Jimmy's gotten back.

                         THELMA

          Why don't you tell him to just to

          get lost once and for all?

                         LOUISE

          Why don't you ditch that loser

          husband of yours?

They both drift off momentarily, contemplating their

domestic problems, until the Waitress comes over:

                         WAITRESS

                  (rolling her eyes)

          This one's on Harlan.

Thelma looks over at the bar where Harlan is grinning at

her, making dancing motions.  She smiles and waves at him.

Her face becomes serious again as she turns back to

Louise.

                         THELMA

          Jimmy'll come in off the road, you

          won't be there, he'll freak out and

          call you a hundred thousand times,

          and Sunday night you'll call him

          back and, by Monday.  He'll be

          kissin' the ground you walk on.

Thelma's mind goes too fast for her mouth, and the speed

at which she speaks can be staggering.  Louise is used to

it.  Louise smiles wistfully at Thelma's assessment of the

situation.

                         LOUISE

          Exactly.

                         THELMA

          In the meantime, you said we were

          gonna have some fun.  So let's have

          some!

She again drinks her whole shot of Wild Turkey and holds

up her glass, as the BAND strikes up a lively tune.

Practically the whole place "whoops" and heads for the

dance floor.  Louise drinks her shot of tequila and holds

up her glass, too.

LATER

Thelma is dancing with Harlan and has been for quite a

while.  Louise has been dancing with a quiet guy named

DAN.  Thelma is breathless, drunk and giggly.  She holds a

beer bottle in one hand.  She is laughing a lot about

nothing, and Harlan is studying her closely.  Louise

notices this.

                         LOUISE

                  (over the noise)

          Thelma, I'm gonna hit the little

          girls' room, and then we gotta hit

          the road.

                         THELMA

                  (eyes closed, swaying

                   with the music)

          Ready when you are.

Louise heads off to the bathroom.

                         THELMA

                  (eyes still closed)

          Louise, I'm gonna come with you.

                  (she gets a funny

                   look on her face)

          I don't feel so good.

She stumbles a step and drops her beer bottle.

Louise is heading towards the bathroom, where there is a

line of at least fifteen women in front of her.

                         HARLAN

                  (catching Thelma,

                   copping feels)

          Oopsy-doopsy.  We need to get you

          some fresh air, little lady.

He steers her towards the door.

Louise leans against the wall, waiting in line.

                                            CUT TO:

EXT.  SILVER BULLET PARKING LOT - NIGHT

Harlan is hauling Thelma out the door into the parking

lot.  She is pretty limp.

                         THELMA

          Oh shit.

                         HARLAN

          What's wrong?

                         THELMA

          Stop.

                         HARLAN

          What for?

                         THELMA

          I'm spinning.

INT.  SILVER BULLET - NIGHT

The Waitress is going over to their table.  She picks up

Thelma's purse off the floor and puts it on her chair.

She sets the check on the table, looks around to see if

she can see them and walks away.

INT.  BATHROOM - NIGHT

Louise goes into the bathroom.  She stands in front of the

sink and looks at herself in the mirror.

EXT.  PARKING LOT - NIGHT

Thelma has been sick.  She has Harlan's handkerchief and

is wiping her mouth.  Harlan has backed off for this part,

but he's right back in there.

                         HARLAN

          How you feelin' now, darlin'?

Harlan is leaning close to Thelma's head, and she pulls

her head away.

                         THELMA

          I guess I'm startin' to feel a

          little better.

                         HARLAN

          Yeah, you're startin' to feel pretty

          good to me, too.

He pulls her to him and tries to put his arms around her.

Thelma pulls away.

                         THELMA

                  (uncomfortable)

          I think I need to keep walking.

INT.  SILVER BULLET - NIGHT

Louise comes out of the bathroom as the next woman goes

in.  She scans the room looking for Thelma.  She doesn't

see her.  She goes over to the table and sees Thelma's

stuff there.  She picks up the check and looks at it.

EXT.  SILVER BULLET PARKING LOT - NIGHT

Harlan has led Thelma off to the far end of the parking

lot.  He is trying to kiss her now.  He is pushing her

arms down and turning her head away.

                         THELMA

          Don't.  I'm married.  I don't feel

          good.  I've been sick.

                         HARLAN

          It's okay.  I'm married, too.

Harlan is pushing himself on her now, and she is beginning

to push him away harder.

INT.  SILVER BULLET - NIGHT

Louise is paying the Waitress.  The Waitress is shaking

her head, indicating she hasn't seen Thelma either.

Louise picks up Thelma's stuff and heads towards the door.

EXT.  SILVER BULLET PARKING LOT - NIGHT

Harlan has now pinned Thelma against the back of a car and

is kissing her neck.  He has her ass in his hands.  He is

beginning to hump her.  She is pushing him away as hard as

she can, but he is relentless.

                         HARLAN

                  (breathing heavily)

          You're beautiful.  It's okay.  I

          won't hurt you.  It's okay.

                         THELMA

                  (struggling)

          Stop it!  Goddamnit, I mean it!

          Louise is gonna wonder where I am.

          Let go!

                         HARLAN

          Louise is alright.

LOUISE

is now standing outside the door of the Silver Bullet.

She is looking around.

HARLAN

is pulling at Thelma's clothes.  Thelma gets one of her

arms free and hits him hard in the face.  He hits her back

and grabs her face, squeezing it hard.

                         HARLAN

          Don't you hit me!  Don't you fucking

          hit me!

There is no trace of friendliness in his face now.  He

looks mean and dangerous.  He lets go of her face and pins

her arms behind her.  He holds both of her arms with one

hand.

                         HARLAN

          You just shut up.

With his free hand, he reaches down and starts to pull her

dress up.  Thelma is still struggling and there are tears

running down her face.

                         THELMA

          Don't hurt me.  Harlan.  Please.

                         HARLAN

          Shut up.

He turns her around, pushing her face down onto the back

of the car.  He holds both her arms in one hand and

continues pulling her dress up over her hips.  He starts

to undo his pants as we hear the CRUNCH of gravel.

                         LOUISE (O.S.)

          Let her go.

                         HARLAN

          Get lost.

                         THELMA

          Louise!

TIGHT SHOT of the barrel of Thelma's gun being pressed

into the nape of Harlan's neck.  Louise's thumb pulls back

the hammer.

                         LOUISE

          You let her go, you fat fucking

          asshole, or I'm gonna splatter your

          ugly face all over this nice car.

Harlan slowly raises his hands in the air, and Thelma

darts out, pulling her dress down.

                         HARLAN

          Now, calm down.  We were just havin'

          a little fun.

Louise glances at Thelma.  Thelma shakes her head no.

                         LOUISE

          Looks like you've got a real fucked

          up idea of fun.  Now turn around.

Louise starts to back away, but the gun is still close to

his face.  His pants are undone in the front.  She is

still backing away with the gun raised.  Thelma is inching

away as well.

                         LOUISE

          Just for the future, when a woman's

          crying like that, she's not having

          any fun!

Louise lowers the gun and stares at him for a second.

Then she turns and walks away.  Thelma does, too.

                         HARLAN

                  (pulling up his

                   pants)

          Bitch.  I should have gone ahead and

          fucked her.

Louise stops in her tracks.

                         LOUISE

          What did you say?

                         HARLAN

          I said suck my cock.

Louise takes two long strides back towards him, raises the

gun and FIRES a bullet into his face.  We hear his body

HIT the gravel parking lot.  LOUISE'S POV.  The car behind

him is splattered with blood.  Thelma and Louise are both

silent.  We hear the SOUND of the nightclub in the

distance.  Louise lowers the gun.

                         THELMA

          Oh my God.

                         LOUISE

          Get the car.

                         THELMA

          Jesus Christ!  Louise, you shot him.

                         LOUISE

          Get the car!

Thelma runs to get the car.

                         LOUISE

                  (quietly, to herself)

          You watch your mouth, buddy.

Thelma comes careening up in reverse.  Louise hops in and

Thelma PEELS OUT, spraying gravel.  As they speed out of

the parking lot back to the road, we hear MUSIC blaring

from the nightclub.  They hit the main road with tires

SQUEALING.

                         LOUISE

          Get back to the interstate.

Louise lifts her hand and notices she is still holding the

gun.

                         THELMA

          Shit!  I... I, which way?

                         LOUISE

          West.  Left.

EXT.  CAR - DISTANCING SHOT - NIGHT

They get onto the interstate going west.

TRAVELING SHOT FROM BEHIND -- VARIOUS DRIVING SHOTS

INT.  CAR - NIGHT

Louise picks up the handkerchief from the car seat and

wipes the gun off.  Her movements are as if in slow

motion.  She puts the gun under the seat.  Thelma is

watching her.

                         THELMA

          Louise.

Louise does not answer.

                         THELMA

          Louise.  Where are we going?

                         LOUISE

                  (shaking)

          I don't know, Thelma!  I don't know!

          Just shut up a minute so I can

          think.

Thelma starts to cry quietly.

                         THELMA

          Shouldn't we go to the cops?  I

          mean, I think we should tell the

          police.

                         LOUISE

          Tell them what?!  What, Thelma?

          What do you think we should tell

          them?

                         THELMA

          I don't know.  Just tell 'em what

          happened.

                         LOUISE

          Which part?

                         THELMA

          All of it.  That he tried to rape

          me.

                         LOUISE

          Only about a hundred people saw you

          cheek to goddamn cheek with him all

          night, Thelma!  Who's gonna believe

          that?!  We just don't live in that

          kind of world.  Pull over!

EXT.  INTERSTATE - NIGHT

Thelma pulls off to the side of the road.  Louise gets out

and starts to walk around the car.  She stops when she

gets to the back of the car, and she is sick.  Thelma

waits in the car and moves over to the passenger side.

Louise gets in the driver's side.

                         THELMA

          Louise... Are you alright?

Louise rests her head on the steering wheel.

                         LOUISE

          Oh Christ.

                  (to Thelma)

          Thelma.

Thelma doesn't hear.

                         LOUISE

          Thelma.

Thelma looks at her blankly, without answering.

                         LOUISE

          I've gotta stop for a minute.  I've

          got to get it together.  I'm gonna

          find a place to get a cup of coffee

          and I'm gonna sit down for a second.

          Do you want to come?

Thelma's head moves almost imperceptibly.  Louise studies

Thelma's face.

                         LOUISE

          Is that yes?  Are you up to this?

Again, Thelma slightly moves her head in a nod.  Louise

puts the car in gear and pulls OUT OF SHOT.

EXT.  TRUCK STOP - RESTAURANT - NIGHT

The green '66 T-Bird pulls into a modern truck stop and

parks.  Louise turns to Thelma.

                         LOUISE

          We gotta be inconspicuous.  Do you

          know what that means?

                         THELMA

          Yes.

                         LOUISE

          It means you don't talk to anybody.

          You don't draw attention to yourself

          in any way.  Do you understand that?

Again, she twitches more than nods.

                         LOUISE

          Tell me you understand that.

Thelma nods more firmly now.  She understands.

VARIOUS POV SHOTS of truck drivers seeing Thelma and

Louise wind their way towards the restaurant portion of

the coffee shop.  They look small and incongruous with the

surroundings.

INT.  TRUCK STOP - TIGHT SHOT - WAITRESS' HANDS - 4 A.M.

slamming dirty coffee cups from the counter into a bus

tray underneath the counter.  REVEAL Louise and Thelma

sitting at the counter.  Louise is looking at a map.  The

car is parked outside, near the door.

                         LOUISE

                  (halfway to herself)

          We have to think this through.  We

          have to be smart.  Now is not the

          time to panic.  If we panic now,

          we're done for.  Nobody saw it.

          Nobody knows it was us.  We're still

          okay.  Now all we have to do is just

          figure out our next move.

                         THELMA

          Our next move?  I'll say one thing,

          Louise.  This is some vacation.  I

          sure am having a good time.  This is

          real fun.

                         LOUISE

          If you weren't so concerned with

          having a good time, we wouldn't be

          here right now.

                         THELMA

          Just what is that supposed to mean?

                         LOUISE

          It means shut up, Thelma.

                         THELMA

          So this is all my fault, is it.

Louise looks at Thelma for a long time.

                         LOUISE

          Just shut up.

The Waitress comes and fills their coffee cups.

Thelma stands up to go to the bathroom.  She grabs her

purse from the counter, and the strap catches on her

coffee cup and it falls to the floor with a CRASH.  All

heads turn and look at her.

                         THELMA

          I have to go to the bathroom.  I...

          Sorry.

HOLD on Louise.

EXT.  SILVER BULLET PARKING LOT - 4:00 A.M.

Police cars are parked around.  The activity has died

down.  Doors on the coroner's van SLAM shut.  In the back

of a police car sits the Waitress with the door open.  A

DETECTIVE in a suit leans over the car door with his note

pad.

                         HAL

          Could you identify 'em, if ya saw

          'em again?

                         LENA (WAITRESS)

          Hal, I've told you about twenty

          times, yes, I could identify 'em,

          but neither one of them was the type

          to pull something like this.

                         HAL

          Well, you're not exactly an expert

          witness, but what makes you so sure?

                         LENA

          If waitin' tables in a bar don't

          make you an expert on human nature,

          then nothin' will, and I could've

          told you that Harlan Puckett would

          end up buyin' it in a parkin' lot.

          I'm just surprised it didn't happen

          before now.

                         HAL

          Who do you think did it?

                         LENA

          Has anybody asked his wife?  She's

          the one I hope did it.

                         HAL

          Lena, just cut the bullshit, will

          ya?  Do have any ideas or don't ya?

          I been standin' in this stupid

          parkin' lot all goddamn night, and I

          still got to go file a report before

          I can go home in time to get back up

          again!

                         LENA

          Well, if I had to guess, I'd say it

          was some ol' gal, some ol' gal's

          husband.  But it wasn't either one

          of those two.  The tall one, the

          redhead, she left me a huge tip.

                         HAL

          You didn't happen to notice what

          kind of car they were driving?

                         LENA

          It's a nightclub, not a drive-in,

          Hal.  I don't follow the customers

          to the parking lot.

                         HAL

          Alright, Lena.  Go on home.  We

          might have to call you in for some

          more questioning.

Lena gets out of the back of the car.

                         LENA

          Those girls are not the murderous

          type.

INT.  PAY PHONE - NIGHT

Outside the bathroom there is a pay phone.  Thelma picks

it up and dials.

                         THELMA

                  (into phone)

          Collect from Thelma.

There is no answer.

INT.  THELMA'S HOUSE - NIGHT

Phone RINGS.

VARIOUS SHOTS of the interior of the empty Dickinson

house:

THE BEDROOM

exactly as Thelma left it.  The drawer of the nightstand

still open.

THE NOTE TO DARRYL

taped to the refrigerator.  The interior of the microwave

with a now completely thawed microwave dinner still in the

package in a little puddle.

INT.  TRUCK STOP - NIGHT

                         THELMA

          Thanks.  I'll try later.

She hangs up and goes into the bathroom.  As the door

closes behind her, Louise comes up with a handful of

change and starts putting it into the phone.  She dials a

number.  It RINGS for a long time.  She hangs up and goes

into the bathroom.  She looks at herself in the mirror.

She notices a tiny speck on her cheek.  She takes a paper

towel and wets it and rubs the spot.  She looks at the

towel and there is a bright red streak.

                         LOUISE

          Thelma... Come on, Thelma!

The door of the stall flies open and Thelma comes charging

out and heads straight for the door, without even looking

at Louise.  Louise charges out after her.  They head out

of the restaurant and, THROUGH THE WINDOW, we see them get

into the car and drive away.

EXT.  CAR - DRIVING SHOT - DAWN

The T-Bird barrels down a fairly empty four-lane highway.

A truck passes going the other way.

INT.  CAR - DAWN

The top is down on the car, and Thelma is slouched on the

seat, her hair blowing wildly.

                         LOUISE

          We're gonna go to the next town and

          stop.  We'll get a motel room.  I

          can rest for a while and then figure

          out how to get some money.  We're

          gonna need money.  Thelma.  How much

          money do you have with you?

                         THELMA

          What?  Oh, I don't know.  Let me

          look.

Thelma is rummaging through her purse.  She finds her

wallet and takes it out.  Thelma finds some bills stuffed

in the change compartment and takes them out.  She

straightens the money out.

                         THELMA

          Sixty-four dollars.

As she is counting it, one of the bills flies out of her

hands.  Thelma's not that good at handling money.

                         THELMA

          Umm.  Shit.  Forty-four dollars.

Louise has not noticed any of this.  She is so intent on

her driving.

                         THELMA

          I'm cash poor.

                         LOUISE

          Hmmm.  We gotta get some money.

EXT.  MOTEL - ESTABLISHING SHOT - DAY

The motel is near farms and agricultural areas with crops.

INT.  MOTEL ROOM - DAY (6 A.M.)

The curtains are open and we can see the car parked right

outside the room.  Thelma is lying on the bed staring up

at the ceiling.  Louise is bustling around the room,

putting things in drawers.

                         THELMA

          Why are you unpacking?  You said we

          were just gonna take a nap.

Louise did not realize she was doing it.

                         LOUISE

          Oh, I don't know.  I'm just nervous.

          I gotta figure out what to do.

                         THELMA

          Well, when you figure it out, wake

          me up.

                         LOUISE

          Just what the hell is wrong with

          you?

Louise slams the closet door.  Thelma jumps.

                         THELMA

          What do you mean?

                         LOUISE

          Why are you actin' like this?

                         THELMA

          Actin' like what?!  How am I

          supposed to act?  'Scuse me for not

          knowing what to do after you blow

          somebody's head off!

They are silent for a moment.

                         LOUISE

          You could help me try and figure it

          out!  I gotta figure out what to do,

          and you could try and help me.

                         THELMA

          I suggested we go to the police, but

          you didn't like that; so, frankly,

          Louise, I'm all out of ideas.

                         LOUISE

          Well, what's the big rush, Thelma?

          If we just give 'em some time,

          they'll come to us...!  Oh Christ.

          I'm just not ready to go to jail

          yet.  Why don't you go out to the

          pool or something and I'll figure it

          out...

                         THELMA

          Give me the keys.

                         LOUISE

          You're not touchin' that car.

                         THELMA

          My stuff's in the trunk!  God!  You

          care more about that car than you do

          about most people.

                         LOUISE

          Most people just cause me trouble,

          but that car always gets me out of

          it.

INT.  POLICE GARAGE - DAY

Hal is at the police station where they're dusting the car

with Harlan all over it for prints.  Hal looks closely at

the back of the car.  He holds his hands over two sets of

hand prints.  He moves his hands to the outside of the

prints so as not to smear them, and puts his hands on the

car.  His face is one inch away from the trunk.  He sees a

very clear drop of blood.  It's different than any of the

other blood splatters on the car.  He calls the

identification technician over and points it out.

                         HAL

                  (pointing)

          What's that?

The I.D. TECH comes over and looks and shrugs his

shoulders.

                         I.D. TECH

          Blood?

                         HAL

          Whose?

                         I.D. TECH

          His, I guess...

Hal makes a face like he suddenly felt a slight toothache.

He stares at the guy.

                         HAL

          You guess?

Hal takes out a black sharpie and draws a circle around

the area of the black smudge and the drop of blood.  He

shakes his head slightly.

EXT.  MOTEL - DAY

Thelma comes out of the room and walks towards the pool.

She stops, then decides to go on to the pool.  She lies

down in a lounge chair facing the road.

INT.  MOTEL ROOM - DAY

Louise in the motel room.  She's looking at the phone.

She picks it up and dials it and watches herself in the

mirror.  She stares as if she's trying to see into

herself, see through herself.

EXT.  MOTEL POOL - DAY

Thelma arranges herself in a lounge chair, trying

desperately to feel like she's on vacation.

INT.  MOTEL ROOM - DAY

                         ANSWERING MACHINE (V.O.)

          Hi.  This is Jimmy.  I'm not here

          right now...

A VOICE interrupts the message:

                         JIMMY (V.O.)

          Hello!  I'm here.  Hang on a minute!

The machine switches OFF.

INT.  JIMMY'S APARTMENT - DAY

JIMMY, mid-30's, musician, is standing in the kitchen on

the phone.  He's not the type you'd expect Louise to like,

not quite straight-looking enough.

                         LOUISE (V.O.)

                  (on phone)

          Jimmy...

INT.  MOTEL ROOM - DAY

Louise is looking at herself on the phone in the mirror.

She is very choked up.

                         JIMMY (V.O.)

                  (on phone)

          Louise!  Where are you?  Are you

          alright?  Honey...

                         LOUISE

          Hi.  I'm okay.  How are you?  Long

          time no see.

                         JIMMY (V.O.)

          Louise, honey... Where are you?  You

          sound funny.

Louise is still looking at herself in the mirror, as if

she's never seen herself before.

                         LOUISE

          I am funny.  I'm real funny.

                         JIMMY (V.O.)

          Are you in town?  This sounds long

          distance.

                         LOUISE

          No, I'm out of town.  I'm in... I'm

          in real deep shit, Jimmy.  Deep shit

          Arkansas.

                         JIMMY (V.O.)

          Louise, just tell me what the hell

          is going on here!  I come back,

          nobody knows where you are.  Is

          Thelma with you?  Darryl's been

          callin' here every half-hour sayin'

          he's gonna kill you both when you

          get back, he's goin' nuts.  I don't

          envy her if she is.

EXT.  MOTEL POOL - DAY

Thelma at pool basking in the sun.

INT.  MOTEL ROOM - DAY

                         JIMMY (V.O.)

                  (on phone)

          Where'd y'all go?

                         LOUISE

          Fishing.  Look, Jimmy... I need you

          to help me.  This is serious.  I'm

          in trouble and I need you to help

          me.  Can you do that?

INT.  JIMMY'S APARTMENT - DAY

Jimmy is shocked by the gravity of her tone of voice.  He

realizes this is very serious.

                         JIMMY

          Yes, yes, darlin'.  I can help you.

          Tell me where you are.

INT.  MOTEL ROOM - DAY

Louise covers the mouthpiece with her hand.  She is trying

very hard not to cry.

                         LOUISE

          I have a savings account with about

          sixty-seven hundred dollars in it.

          Now I know you won't be able to get

          it out, but I'm good for it.  I need

          that money.  Can you wire me the

          sixty-seven hundred dollars and I'll

          pay you back?  Please, I'm

          desperate.

                         JIMMY (V.O.)

          What the fuck is going on?

                         LOUISE

          Something real bad has happened and

          I can't tell you what, just that

          it's bad and I did it and I can't

          undo it.  Can you help me?

                         JIMMY (V.O.)

          Of course.  Of course!  Where?  Can't

          I bring it to you?  For God's sake,

          baby, please, just tell me what's

          happened, what could possibly be so

          bad?

Louise sits on the edge of the bed.  She is looking at her

hand.

                         LOUISE

          Jimmy?

She takes the ring that she wears on her left hand and

turns it around backwards to make it look like a wedding

band.

                         LOUISE

          Do you love me?

                         JIMMY (V.O.)

          Christ, sure... yes!

                         LOUISE

          Wire it to the Western Union in

          Oklahoma City,

INT.  JIMMY'S APARTMENT - DAY

                         JIMMY

          You're in Oklahoma?!

                         LOUISE (V.O.)

          Not yet.

                         JIMMY

          Louise, let me call you back after I

          wire it, so you'll know which office

          to go to.

                         LOUISE (V.O.)

          Can't it go to any office?

                         JIMMY

          No, for that much money I have to

          tell them exactly which office.  I

          know, I've had to have money wired

          to me on the road.  And there has to

          be a code word or they won't give it

          to you.  I'll have to tell you the

          code.

INT.  MOTEL ROOM - DAY

                         LOUISE

          Tell me now.

                         JIMMY (V.O.)

          Call me back.

                         LOUISE

          Okay.  I'll call you back.  In an

          hour.  Don't tell Darryl.

                         JIMMY (V.O.)

          I know.  Call me back.  Louise, I

          love you, okay?

                         LOUISE

          Okay.

EXT.  MOTEL POOL - DAY

Thelma by the pool.  A car SCREECHES, a loud horn HONKS.

                         LOUISE

                  (bellowing)

          Come on, Thelma!  Get in the car!

Thelma bolts upright and grabs her sundress and dashes to

the car.  She jumps in over the door.  She's in a mild

state of shock.

                         THELMA

          Did you finish thinking?

                         LOUISE

          I think better when I drive.

Louise PEELS OUT of the parking lot.

INT.  POLICE STATION - MAJOR'S OFFICE - DAY

Hal is in the office talking to his superior.  He stands

in front of the desk with his hands in his pockets while

his MAJOR sits behind the desk looking troubled.

                         HAL

          All we know is there were two women

          in a green T-Bird convertible that

          turned left out of the parking lot,

          going real fast.  We're trying to

          get a make on the car, but nothin'

          yet.  So far, we got nothin'.

                         MAJOR

          Well, you'd best get something.

          Even if they didn't do it, it times

          out that they most likely witnessed

          it.  I want somebody to at least

          talk to 'em.  Put out an APB with a

          description and see what we get

          back.

                         HAL

          Alright.

                         MAJOR

          Is there any reason to believe

          they've left the state?

                         HAL

          That's certainly possible.

                         MAJOR

          Why don't we go ahead and let the

          bureau in on this.

                         HAL

          I have no problem with that.

                         MAJOR

          Somebody's butt is gonna bar-b-que.

EXT.  CAR - FARMLAND - DRIVING SHOT - DAY

INT.  CAR - DAY

                         THELMA

          Don't get mad, Louise, but where are

          we going?

                         LOUISE

          Oklahoma City.  Jimmy's gonna wire

          me some money, and then...

                         THELMA

          You talked to him?!  Is he mad?  Did

          you tell him?

                         LOUISE

          No, I didn't tell him.  And that's

          something we gotta get straight.

          Darryl's been callin', mad as a

          hornet, makin' all kinds of noise.

          When you talk to him, you cannot say

          anything about this.  You gotta make

          sure everything sounds normal.

                         THELMA

          I called the asshole at 4:00 in the

          morning and he wasn't even home.  I

          don't know what he's got to be mad

          about.  I'm the one who should be

          mad.

                         LOUISE

          I've been tellin' you that for the

          last ten years.

                         THELMA

          Do you think Darryl's having an

          affair?

                         LOUISE

          I don't think Darryl is mature

          enough to conduct an affair.

                         THELMA

          But you think he fools around.

                         LOUISE

          Thelma, I'm going to Mexico.  I

          think I can make it in two and a

          half days, but I'm going to have to

          haul ass.  Are you up to this?  I

          mean, I have to know.  This isn't a

          game.  I'm in deep shit.  I gotta

          know what you're gonna do.

                         THELMA

          I... I don't know.  I don't know

          what you're askin' me.

                         LOUISE

          Don't you fall apart on me.

          Goddamnit, Thelma.  Every time we

          get in trouble, you go blank or

          plead insanity or some such shit,

          and this time... Not this time.

          Everything's changed now... Now you

          can do whatever you want, but I'm

          going to Mexico.  I'm going.  Are you

          coming with me?

Thelma is staring down the road.  She does not answer.

Then:

                         THELMA

          I think he does.  Fool around.

EXT.  CAR - FARMLAND - DRIVING SHOT - DAY

INT.  POLICE STATION - INTERROGATION ROOM - DAY

TIGHT SHOT of an "indent-a-kit" likeness of Louise.  On a

table nearby lies a drawing strongly resembling Thelma.

Lena, the waitress, sits next to the plain-clothes cop who

holds the indent-a-kit.  Hal picks up the drawing and

studies it closely.

EXT.  SMALL COUNTRY TOWN - DAY

The T-Bird rolls into town.

EXT.  COUNTRY STORE - DAY

Louise and Thelma pull up in front of an old store, the

kind with a wooden front porch, the kind that sells bait

and flannel shirts.  They enter the store and see an OLD

MAN behind the counter.

                         LOUISE

          Do you have a pay phone?

                         OLD MAN

          'Round the side, by the restrooms.

Louise gets change while Thelma strolls around looking at

rubber worms and pickled pigs' feet.  Louise goes out to

the phone.

EXT.  PAY PHONE - DAY

Louise dropping change into the phone.  It RINGS and Jimmy

answers.

INT.  JIMMY'S APARTMENT - DAY

                         JIMMY

          Louise!

EXT.  PAY PHONE - DAY

                         LOUISE

          Is that how you answer the phone?

                         JIMMY (V.O.)

                  (on phone)

          I got it.  I was afraid I'd missed

          you.  I almost couldn't get a check

          cashed.  It's Saturday.

                         LOUISE

          Who did it?

                         JIMMY (V.O.)

          Friend of mine, owns a club.  Dickie

          Randall.  You'd know him if you saw

          him.  His brother was in your class.

          Terry.

                         LOUISE

          You didn't say what it was for, did

          you?

                         JIMMY (V.O.)

                  (on phone)

          No, honey.  I told him I was buyin'

          a car.  What is it for?

                         LOUISE

                  (not responding to

                   the question)

          Good.  That was good.  Where do I

          go?

                         JIMMY (V.O.)

                  (on phone)

          It's a place called Shaw's Siesta

          Motel.  The address is 1921 North

          East 23.  It's under your name.

                         LOUISE

          And what's the mysterious code word?

                         JIMMY (V.O.)

                  (on phone)

          Peaches.

                         LOUISE

          What?

                         JIMMY (V.O.)

          That's the code word.  I miss you,

          peaches.

Louise rolls her eyes and tries not to melt.

                         LOUISE

          Okay, Jimmy.  Thanks.

She puts her finger down on the receiver.

INT.  JIMMY'S APARTMENT - DAY

Jimmy is still holding the phone to his ear.

                         JIMMY

          Louise?

INT.  COUNTRY STORE - DAY

Thelma in store buying gum, beef jerky.  Next to the cash

register on the counter on display are those little tiny

bottles of liquor.  Thelma picks up a little bottle of

Wild Turkey and puts in on the counter.  The Old Man rings

it up.  She takes another one and puts it on the counter.

The Old Man is still ringing stuff up.

She takes two more and puts them on the counter.  She

takes the rest of the little bottles of Wild Turkey out of

the display and puts them on the counter.  She takes one

little bottle of Cuervo and puts it down on the counter,

too.  The Old Man finally looks at her.  From the wall

behind him, he takes a pint of Wild Turkey down.

                         OLD MAN

          Ma'am, are you sure you wouldn't

          rather have the large economy size?

EXT.  PAY PHONE - DAY

Louise is hanging up the phone.  She walks away towards

the front of the store.

EXT.  COUNTRY STORE - DAY

Thelma comes out of the front of the store.  The store is

at a crossroads with a fair amount of vehicular traffic.

                         LOUISE

          Go call Darryl.

Thelma is walking towards the car.  She puts her purse in

the front seat.  She looks at Louise.

                         THELMA

          Call him?

                         LOUISE

          Call him.  Don't tell him anything.

          Tell him you're having a wonderful

          time and you'll be home tomorrow

          night.

                         THELMA

          Will I be?

                         LOUISE

          I don't know.  I won't be.

Thelma and Louise look at each other while this sinks in.

THELMA

walks around to the side of the building to the phone.

She picks it up and dials.

                         THELMA

                  (into phone)

          Collect from Thelma.

EXT.  STOREFRONT - DAY

Louise goes into the store for a chocolate Yoohoo.

EXT.  PAY PHONE - DAY

                         THELMA

          Honey?

INT.  THELMA'S HOUSE - DAY

Darryl in the den of their house.  The room is a mess.

There are beer cans everywhere.  The large screen TV is

ON, showing a FOOTBALL GAME.  Darryl is in a recliner.  He

is wearing loud shorts, a V-necked T-shirt, and a couple

of necklaces and bracelets.

                         DARRYL

          Goddamnit, Thelma, where in the Sam

          Hill are you?!

EXT.  PAY PHONE - DAY

                         THELMA

          I'm... I'm with Louise.  We're in

          the mountains, we're...

INT.  THELMA'S HOUSE - DAY

                         DARRYL

                  (interrupting)

          What in the hell do you think you're

          doing?  Have you lost your goddamn

          mind?!  Is that it?  I leave for

          work and you take complete leave of

          your senses?

EXT.  PAY PHONE - DAY

                         THELMA

          Darryl... baby... Darryl, calm down

          now, honey.  Please don't get so

          mad.  I can explain...

INT.  THELMA'S HOUSE - DAY

Darryl is mad, but he's still watching the game.

                         DARRYL

          Hold on.  Hold on a minute, damnit.

He covers the mouthpiece and watches a play where "his

team" fumbles the ball.  This only makes him madder.  He

puts the phone back to his ear in time to hear Thelma say:

                         THELMA (V.O.)

          ... only for one day and we'll be

          back tomorrow night.

                         DARRYL

          No you won't.  You'll be back today.

          Now!  You get your ass back here,

          Thelma, now, Goddamnit.  Thelma, do

          you understand me?

EXT.  PAY PHONE - DAY

Thelma is trying not to cry.  She's trying to be strong.

                         THELMA

          Darryl, please... You're my husband,

          not my father, Darryl.

INT.  THELMA'S HOUSE - DAY

                         DARRYL

                  (interrupting)

          That does it!  That Louise is

          nothin' but a bad influence.  If

          you're not back here tonight,

          Goddamnit, Thelma... well, I just

          don't wanna say...

Neither one of them say anything for a moment.

                         DARRYL

          Thelma?

EXT.  PAY PHONE - DAY

                         THELMA

          Darryl.

                         DARRYL (V.O.)

          What?

                         THELMA

          Go fuck yourself.

She hangs up on him.

EXT.  COUNTRY STORE - DAY

Thelma has tears running down her face and she is watching

the ground as she storms back to the car.  So she makes a

loud grunt as she slams into someone that she did not see.

Both people are knocked back a few steps from the force of

the collision.

                         HITCHHIKER

          Whoa!  Excuse me!  Miss, are you

          alright?

Thelma nods her head "yes," but tears continue.  Her

crying is silent.

                         HITCHHIKER

          Is there anything I can do?

Thelma shakes her head "no." She tries to control her

tears.  She notices how blue his eyes are.

                         THELMA

          No.  Thanks.  Sorry.

THELMA

collects herself as she walks back to the car.  She gets

in and is drying her eyes, looking in the side mirror.  In

the mirror she sees the Hitchhiker come back around from

the side of the building.  He is several feet behind the

car, and she watches him as he removes his long-sleeved

shirt and stuffs it into his duffel bag.  Now he is just

in T-shirt and jeans.  He looks good.  Really good.  She

watches in the mirror as he picks up his stuff and heads

towards the road.  She can see him as he's walking.  He

stops.  He's thinking.  He heads over to the car.

                         HITCHHIKER

          Would you mind me asking which

          direction you and your friend are

          going?  I'm trying to get back to

          school and my ride fell through, so

          I'm kinda stuck.  Are you going my

          way?

Thelma doesn't know what to do.

                         THELMA

          Umm.  I think we're going to

          Oklahoma City.  But I'm not sure.

                         HITCHHIKER

          Do you think you could... I mean, I

          could help pay for gas.

Thelma knows Louise isn't going to like this.

                         THELMA

          Ummm.  Well, see, it's not really up

          to me.  It's not my car.  Umm, we'll

          have to ask my friend, but she'll

          probably say no.  She's a little

          uptight.

                         HITCHHIKER

          Well.  Maybe we better not ask her.

          But thank you anyway.

Now she wants him to come.  He starts to walk away from

the car.

                         THELMA

          Well, we can ask her.  That won't

          hurt.

Just then Louise comes out of the store.  She sees Thelma

talking to this guy and, for one moment, stops dead in her

tracks as she takes this in, then continues toward the

car.  Although her face is basically expressionless, we

see that it's possible she might kill Thelma.

                         THELMA

          Louise, this young man is on his way

          back to school and needs a ride, and

          I thought since...

                         LOUISE

          It's probably not a good idea.

                         THELMA

          Louise.

The Hitchhiker just nods and starts walking towards the

road.

                         HITCHHIKER

          Y'all have a nice day.  Drive safe.

The guy does seem really nice and Thelma is really

frustrated that Louise wouldn't give him a ride, but

decides not to confront her.

                         THELMA

          See how polite he is?  He was really

          nice.

Louise lowers the top and backs the car out.  They watch

him walk away.

Louise pulls out of the parking lot onto the road.  They

pass the Hitchhiker.  Thelma waves.

                         HITCHHIKER

                  (to Thelma)

          You cheer up now!

She turns around in the seat to continue waving.  He

smiles and waves.  They drive down the road.  TIGHT SHOT

of the Hitchhiker as the smile fades from his face.

                                            CUT TO:

INT.  CAR - DRIVING - DAY

Thelma looking sulky.

                         THELMA

          I wish we could've brought him with

          us.

                         LOUISE

          What did Darryl say?

                         THELMA

                  (sarcastically)

          He said "Okay, Thelma.  I just

          wanted to know you were alright.  I

          hope you're havin' a good time.  You

          sure deserve one after puttin' up

          with me all the time.  I love you,

          honey."

Louise doesn't say anything.

                         THELMA

          How long before we're in Goddamn

          Mexico?

INT.  POLICE STATION - DAY

Hal goes over a list of every registered green T-Bird in

the state.

INSERT - COMPUTER MONITOR

Names are scrolling by as Hal stares blankly at the

screen.  We see the name LOUISE ELIZABETH SAWYER scroll

past.  It means nothing to Hal.

INT.  CAR - DAY

It's twenty minutes later.  They are clear of the town.

Thelma is like a dog with a bone.  She just won't let it

drop.

                         THELMA

          I just don't see what it would hurt

          just to give somebody a ride.  Did

          you see his butt?  Darryl doesn't

          have a cute butt.  You could park a

          car in the shadow of his ass.

                         LOUISE

          I'm sorry.  I'm just not in the mood

          for company right now.  Here.  Take

          this map.  I need you to find all

          the secondary roads to Mexico from

          Oklahoma City.  I think we should

          stay off the interstates.  We're too

          conspicuous.

                         THELMA

                  (taking map)

          Well, it looks like we can get on

          this road 81 that heads down towards

          Dallas, then cut over to...

                         LOUISE

                  (interrupting)

          I don't want to go that way.  Find a

          way that we don't have to go through

          Texas.

                         THELMA

                  (looking at map)

          Wait.  What?  You want to go to

          Mexico from Oklahoma and you don't

          want to go through Texas?

                         LOUISE

          You know how I feel about Texas...

          We're not going that way.

                         THELMA

          I know, Louise, but we're running

          for our lives!  Don't you think you

          could make an exception just this

          once?!  I mean, look at the map.

          The only thing between Oklahoma and

          Mexico is Texas!

                         LOUISE

          Thelma!  I'm not gonna talk about

          this!  Now find another way or give

          me the goddamn map and I will!  You

          understand?

                         THELMA

          No, Louise.  How come you never said

          what happened?

Louise is completely unreasonable on this subject and

Thelma is totally puzzled by Louise's reaction but is

reluctant to press her further.

                         LOUISE

          I... I just... I just don't think

          it's the place I wanna get caught

          for doin' something like... if you

          blow a guy's head off with his pants

          down, believe me, Texas is the last

          place you wanna get caught!  Trust

          me!  Now, I said, I don't wanna talk

          about it!!

Louise looks very shaken up.  She keeps her eyes on the

road but she's holding the steering wheel so tightly, her

knuckles are white.  She does not look at Thelma.

Suddenly she reaches over and locks her door.  Thelma

flinches imperceptibly at this gesture.

                         THELMA

          Okay.  We'll go around Texas to get

          to Mexico.  This is crazy.

EXT.  ROAD - FARMLAND - DAY

Two Harley-Davidson bikes tool past, driven by a couple of

ex-hippies from the 60's.  The Hitchhiker is on the back

of one, and he waves to them as they go by.  Thelma waves

back enthusiastically.

                         THELMA

          I'll tell you what.  He is gooood

          lookin'.

Louise pops a TAPE into the cassette player.

EXT.  LOUISE'S APARTMENT COMPLEX - DAY

Hal walks up the sidewalk past a couple of elderly people

sitting outside, to the door of an apartment complex and

knocks.

INT.  LOUISE'S APARTMENT - DAY

VARIOUS SHOTS of Louise's empty apartment.

There are pictures of Louise and Thelma in high school.

The kitchen is spotless and nothing is out on the

counters.

HER BED

is unwrinkled, perfect, and next to it on her nightstand

is a picture of Jimmy and her in a small heart shaped

frame.

Everything is extremely neat and orderly.

EXT.  LOUISE'S APARTMENT COMPLEX - DAY

Hal is walking back down the sidewalk past the old people.

He stops, turns around and goes back to them.  We see him

stand and talk to them.

                                            OVER MUSIC:

INT.  CAR - DAY

Thelma and Louise are singing along with the MUSIC.

                         THELMA/LOUISE

                  (pointing)

          Yeah, yeah, yeah, yeah, yeah, yeah!

EXT.  CROSSROADS - DAY

Hitchhiker standing on the side of the road.  Thelma looks

at Louise pleadingly.  Louise's car pulls over and he hops

in the back seat.  An animated Thelma turns around

backwards in the front seat to face him.

INT./ EXT.  COFFEE SHOP - DAY

Hal walks into the coffee shop where Louise works.

VARIOUS SHOTS of him talking to other employees.  Albert,

waitress, etc.  Some cover their mouths as they recognize

police sketches of Louise and Thelma.  The Day Manager

comes over, looks at the pictures and talks to Hal.

INT.  CAR

Thelma passing out beef jerky and Wild Turkey to

Hitchhiker and Louise.

EXT.  THELMA'S HOUSE - DAY

Hal's unmarked detective car pulls up in front of Thelma's

house.  A Corvette, completely customized with everything,

sits in the driveway.

INT.  CAR

Hitchhiker leans over resting his chin on the back of the

front seat.

                         THELMA

          So J.D., what are you studying in

          school?

                         J.D.

          Human nature.  I'm majoring in

          behavioral science.

                         LOUISE

          And whaddya wanna be when ya grow

          up?

                         J.D.

          A waiter.

Louise laughs.  He has charmed her too.

EXT.  THELMA'S HOUSE - DAY

Hal is walking up the sidewalk as the front door flies

open to reveal a drunk Darryl in Hawaiian shorts,

necklaces and a beer can in his hand.

INT.  THELMA'S HOUSE - DAY

Hal and Darryl in den.  The TV DRONES in the b.g.

Pictures and papers are on the table.  TIGHT SHOT of

Darryl's face.

                         DARRYL

          What?!

                                            CUT TO:

INT.  THELMA'S HOUSE - DEN - DAY

EXTREME CLOSEUP of Darryl's face.

                         DARRYL

          What?!!

EXT.  RURAL HIGHWAY - DAY

                         J.D.

                  (to Thelma)

          So how come you don't have any kids?

                         THELMA

          Darryl, that's my husband, he says

          he's not ready.  He's still too much

          of a kid himself.  He prides himself

          on being infantile.

                         LOUISE

          He's got a lot to be proud of.

                         THELMA

          Louise and Darryl don't get along.

                         LOUISE

          That's puttin' it mildly.

                         THELMA

          She thinks he's a pig.

                         LOUISE

          He's a real piece o' work.  I wish

          you could meet him.

                         J.D.

          Did you get married real young?

                         THELMA

          Twenty-four isn't young.  I'd

          already been goin' out with him ten

          years when we got married.  I've

          never been with anybody but Darryl.

                         J.D.

          Well, if you don't mind me sayin'

          so, he sounds like a real asshole.

                         THELMA

          It's okay.  He is an asshole.  Most

          of the time I just let it slide.

J.D. is looking down the road, way off in the distance.

                         J.D.

          Better slow down.  That's a cop.

Louise looks down the road and sees a highway patrol car

coming down the road towards them.  She does not look

alarmed but veers off the road into a "rest area" drive

that has trees and shrubs that obscure the view from the

road.

She glides along as the cop car passes on the other side

without seeing them.

Louise glides right back onto the road as if nothing

unusual has happened at all.  They realize they have not

been spotted.  J.D. and Louise look at each other.

                         J.D.

          Maybe you got a few too many parking

          tickets?

                         LOUISE

          We'll take you on to Oklahoma City,

          then you'd best be on your way.

INT.  THELMA'S HOUSE - DAY

Hal is on the phone to the FBI man.  Darryl is sitting on

a chair looking dazed.  Other law enforcement types roam

around the house.

                         HAL

          The prints on the trunk of the car

          match those of Thelma Dickinson.

INT.  FBI OFFICE - DAY

MAX STRATTON, an FBI MAN in his early forties, is looking

at the ident-a-kit drawings of Louise and Thelma.

                         MAX

          Well I'll be damned.  Isn't that

          strange.

INT.  THELMA'S HOUSE - DAY

                         HAL

          And the husband says a gun is

          missing.  She took a lot of stuff.

          It looks like she maybe planned on

          being gone a while.  The strange

          thing is, her husband said she would

          never touch that gun.  He got it for

          her 'cause he's out late a lot, but

          he said she'd never touch it,

          wouldn't learn to shoot it, just

          left it in a drawer for years.

INT.  FBI OFFICE - DAY

                         MAX

          What kind of gun was it?

                         HAL (V.O.)

          A .38.

                         MAX

          Right.  Where are they?

INT.  THELMA'S HOUSE - DAY

                         HAL

          We're lookin'.  They were on their

          way to some guy's cabin and they

          never showed up.  We're lookin'.  We

          hope you're lookin' too.

EXT.  FLATLANDS - ROAD - DUSK

The T-Bird barrels down the road at high speed.

EXT.  SHAW'S SIESTA MOTEL - DUSK

Louise, Thelma, and J.D. pull into the motel parking lot.

                         LOUISE

          I just gotta run in for a minute.

Louise looks at J.D. in the back seat and takes the keys

out of the ignition.

                         LOUISE

          You two better go on and say your

          goodbyes.

Louise gets out of the car and goes inside.

INT.  MOTEL OFFICE - NIGHT

An older WOMAN behind the counter is looking at a computer

screen.

                         LOUISE

          Louise Elizabeth Sawyer.  Are you

          sure?

                         WOMAN

          Nothin'.  Nothin' came in today at

          all.

Louise turns and sees Thelma crawl over into the back seat

with J.D.

                         LOUISE

          Nothing under peaches?  Check again

          under peaches.

                         WOMAN

          Naw, nothin' under peaches neither.

A MAN comes up behind Louise and stands close behind her.

                         MAN (JIMMY)

          Did you say Peaches?!  Why that's

          the secret word!  Show her what

          she's won, Don.

He drops an envelope in front of her.  Louise is startled

and turns around quickly.

                         JIMMY

          Hey, peaches.

                         LOUISE

          Oh my God!  Jimmy!  You... Oh my

          God!  What are you doin' here?

                         JIMMY

                  (to Woman)

          Can we get another room?  Just put

          it on my credit card.

The Woman hands them a key.

                         WOMAN

          'Round to the back.

EXT.  MOTEL PARKING LOT - NIGHT

Louise and Jimmy walk outside and catch Thelma sitting

very close to J.D.  Thelma sees Jimmy and is so startled

she screams and involuntarily slams herself across the

back seat to the other side of the car.  She tries to look

nonchalant.

                         THELMA

          Jimmy!  Hello, stranger.  What in

          the world are you doin' here?

                         JIMMY

          Ask me no questions, I'll tell you

          no lies.

                         THELMA

          Good answer.  Same goes double for

          me.

                         JIMMY

          Who's your friend?

J.D. is climbing out of the car, looking very

uncomfortable.

                         THELMA

          This is J.D.  He's a student.  We're

          just givin' him a ride to... to

          here.  Louise said we could bring

          him here and then he'd have to go.

          And that's what he's doin'.  He's

          goin'.  Aren't you, J.D.?

                         J.D.

          Yup.  Thanks for the ride.  You all

          take care.

He quickly turns and walks away toward the road.

                         THELMA

                  (watching him)

          Yup.  That's him goin'.  I love to

          watch him go.

                         LOUISE

                  (to Jimmy)

          Thelma kinda took to him.

Jimmy is smiling.

                         JIMMY

                  (to Thelma)

          Well, come on, gal, I got you a

          room.  You can go on in and take a

          nice cold shower.

                         THELMA

          Don't mind me, Jimmy, I'm just a

          wild woman.

                         JIMMY

          I always knew that.

                         THELMA

          A regular outlaw.

Louise shoots Thelma a look.  The three of them drive

around to the back of the motel.  Thelma turns and looks

at the road.  J.D. is standing there.  He blows her a

kiss.

EXT.  MOTEL ROOM - NIGHT

They stop in front of the motel rooms and the three of

them climb out of the car.

                         LOUISE

          Let me just go in and freshen up for

          a minute.  I need to wash my face,

          you know.

Thelma is taking their luggage out of the trunk.

                         JIMMY

          Okay, honey.  I don't want to rush

          you.  I just wanna talk to you

          and...

                  (whispering)

          ... be alone with you.  I'll just be

          in my room, 115, you just come on

          down when you're ready.

Jimmy helps carry the luggage to Thelma's room.  He stops

at the door.

                         JIMMY

          I'll be waiting.

Louise smiles at him quizzically as if she can't believe

he's acting this way.  He turns on his heel and slinks

away.

                         THELMA

          I don't care what you say about him.

          The boy has got it bad.

                         LOUISE

          He's always got it bad as long as

          I'm running in the other direction.

          Don't be fooled, he's no different

          than any other guy.  He knows how to

          chase and that's it.  Once he's

          caught you, he don't know what to

          do.  So he runs away.

                         THELMA

          I heard that.

INT.  MOTEL ROOM - NIGHT

They close the door to their room.  Louise sets the

envelope of money on the table.

                         LOUISE

                  (indicating envelope)

          Our future.

Louise gets her purse and starts taking out her makeup.

She stands very close to the mirror.  She is putting on

lip liner.  Thelma is watching.

                         THELMA

          So what are you gonna tell him?

                         LOUISE

          Nothing.  I'm not gonna tell him a

          thing.  The least I can do is not

          make him an accessory any more than

          he already is.

                         THELMA

          You are so sweet to that guy, you

          really are.  Imagine not wanting to

          drag him into this.  He is a lucky

          man.

Louise is still putting on her makeup, making sure it's

perfect.

                         LOUISE

          I didn't ask him to come!  It's like

          I said, Thelma, he just loves the

          chase.

                         THELMA

          Well boy, he's got his work cut out

          for him now, don't he?

                         LOUISE

          Put a lid on it, Thelma!  It's hard

          enough as it is.  Just let me get

          this part over with.  Now stay here

          and guard the money.  If there's any

          problem I'm in room 115.

                         THELMA

          I won't wait up.

Louise turns to face Thelma.

                         LOUISE

          How do I look?

                         THELMA

          You're a vision, Louise, a goddamn

          vision of loveliness, you always

          are.

                         LOUISE

          Have another drink, Thelma.

Louise walks out the door.

                         THELMA

          Good idea.

EXT.  MOTEL ROOM - NIGHT

It's raining out.  Louise goes to Jimmy's room.

Louise knocks on the door to room 115.  The door opens

slightly and one red rose pops out.

                         LOUISE

          Hello...

                         JIMMY

                  (in a falsetto voice)

          Who is it?

                         LOUISE

          It's me.

The following eleven roses are held out the door, then

Louise is yanked inside and we hear her shriek with

LAUGHTER.

INT.  THELMA'S MOTEL ROOM - EVENING

Thelma has taken a shower and is dressed in cut-offs and a

T-shirt.  Her hair is still damp but she looks better than

she did when she arrived.  Thelma is fixing a drink of

Wild Turkey and Diet 7-Up in one of the motel room

glasses.  There is a KNOCK on the door.  She stops what

she is doing and is completely still.

                         THELMA

          Louise?

Another KNOCK.

                         THELMA

          Louise, is that you?

                         J.D. (O.S.)

                  (through the door)

          Thelma?  It's me.

Thelma opens the door and there stands J.D., soaking wet

from the rain pouring down behind him.

                         J.D.

          I just thought I... I know I'm

          supposed to be gone, but...

He's kind of looking over towards the road.  He's still

slightly shy.

                         J.D.

          I'm not havin' much luck gettin' a

          ride.

He notices looking past her into the room that Louise

isn't there.  Thelma just stands there looking at him.

                         J.D.

          Well, I guess I'd better...

                         THELMA

          Wait...!  Um, where ya going?

                         J.D.

          I don't know.  Nowhere.  What are

          you doin'?

                         THELMA

          I don't know.  Nothin'.  Took a

          shower.

                         J.D.

          That sounds nice.

                         THELMA

          Well, you wanna use the shower?

You can tell he does want to but doesn't want to say so.

So instead he just kind of stands there with a reticent

grin on his face.

                         J.D.

          Oh.  I... where's Louise?

                         THELMA

          She's off with Jimmy, that's her

          boyfriend.

                         J.D.

          That's lonely for you, I guess.  I

          always think of motel rooms as

          lonely.

Thelma pretends like she's had a lot of experience with

this sort of thing.

                         THELMA

                  (letting him in the

                   door)

          Oh, yes, well, they can be.

INT.  JIMMY'S ROOM - NIGHT

Jimmy is pouring champagne into Louise's glass.  There are

a dozen roses in a vase on the table.  He pours for

himself as he sits as close to Louise as possible.

                         JIMMY

          Now, my little coconut, what seems

          to be the trouble here?  Tell Daddy

          everything.

                         LOUISE

                  (cringing)

          Jimmy, my daddy's still alive and it

          kind of gives me the creeps when you

          do that...

                         JIMMY

          Okay, okay, just tell me what's the

          trouble.

Louise just looks at him for a minute.

                         LOUISE

          Jimmy, I'm not gonna tell ya what

          the trouble is.  Someday soon you'll

          understand why I can't.  But I won't

          tell ya, so don't ask me.

Jimmy is once again shocked by how serious she is.

                         JIMMY

                  (almost at a loss

                   for words)

          Okay, peaches, okay.  But can I ask

          you one thing?

                         LOUISE

          Maybe.

                         JIMMY

          Does it have something to do with

          another guy?  Are you in love with

          him?

                         LOUISE

          It's nothin' like that.

                         JIMMY

                  (exploding)

          Then what?!  What, goddamnit,

          Louise!  Where the fuck are you

          going?  Are you just leaving for

          fucking ever?  What, did you fuckin'

          murder somebody or what?!

Louise spills her champagne.

                         LOUISE

          Stop it!  Stop it, Jimmy, or I'll

          leave right now.  I'm not kiddin'!

                         JIMMY

                  (calming down)

          Alright, alright.  I'm sorry.

They both take a second to regain their composure.

                         JIMMY

          Can I just ask you one other thing?

                         LOUISE

          Maybe.

Jimmy pulls a little black box out of his pocket.

                         JIMMY

          Will you wear this?

He hands Louise the box.  She opens it and it is a diamond

ring.  Louise is flabbergasted.

                         JIMMY

          Will you at least see how it fits?

                         LOUISE

          Jimmy... it's beautiful!

                         JIMMY

          You didn't see that one comin', did

          ya?

INT.  THELMA'S MOTEL ROOM - NIGHT

J.D. is out of the shower standing in front of the mirror

wearing only his jeans, the top button of which is still

undone and no shirt.  He has an incredible physique.  He

also has a tattoo on his shoulder of the homemade variety.

Thelma has gone and bought cheese crackers and peanuts

from a vending machine and is into her second Wild Turkey

and 7-Up.  She sits on the bed, watching him in the

mirror.  He definitely looks better with his shirt off.

She suddenly feels awkward and stands up.

                         THELMA

          You wanna drink?

INT.  JIMMY'S MOTEL ROOM - NIGHT

Louise has the engagement ring on her finger.  It's really

beautiful.

                         JIMMY

          So whaddya think.  I mean... I

          could... uh... get a job.  Of some

          kind.  I mean you've been tellin' me

          that for years, right?

                         LOUISE

          Why now, Jimmy?

                         JIMMY

                  (this is hard for

                   him)

          'Cause, Louise.  I don't want to

          lose you.  And for some reason I get

          the feelin' you're about to split.

          Permanently.

Louise doesn't know how to respond.  She struggles for a

reply.

                         LOUISE

          Jimmy, we've gone all these years...

          we never made it work.  We're not

          gonna be able to just... I'm not...

          What kind of job, honey?  Can you

          see it.  I can't.

Jimmy doesn't answer right away.  He's trying to see it.

                         JIMMY

          I'm the one... I never made it work.

          I just... It's not that I don't love

          you.  It's not that.  I just never

          thought I'd be thirty-six years old

          and I never thought... I don't know

          what I thought.  What do you want,

          darlin'.  What do you want me to do.

                         LOUISE

          I don't know.  It doesn't even

          matter anymore.  I just want you to

          be happy... It's not that I don't

          love you either.  But Jimmy, your

          timing couldn't be worse.

Jimmy does not really understand why this is happening.

                         JIMMY

          Are you just doin' this to punish

          me?

                         LOUISE

          Believe me, the last thing I want is

          for you to get punished.

INT.  THELMA'S MOTEL ROOM - NIGHT

Thelma has poured a drink for J.D. who's sitting on the

edge of the bed.  She walks over and hands it to him and

as she does, he takes the drink with one hand and her hand

with the other.  He sets the drink down on the nightstand

and holds her hand with both of his.  He closely studies

her wedding ring.  He suddenly looks up at her and gazes

at her just as intently.  He slowly shakes his head as he

removes her ring as if to say, "This is not right for you.

This isn't going to work."  He looks at the ring as he

moves it through space finally stopping when the ring is

directly over his drink.  He drops it in.  He looks back

at Thelma and smiles as if to say, "There.  Now don't you

feel better?"  He smartly kisses her hand.

INT.  JIMMY'S ROOM - NIGHT

Louise and Jimmy are sitting on the edge of the bed.

Jimmy has put the ring on her finger and they both are

looking at it, as Jimmy holds her hand in his.  They both

ponder it.

                         JIMMY

          It does look good.

INT.  THELMA'S ROOM - NIGHT

J.D. is standing on the dresser with a towel tied around

his neck like a cape.

                         J.D.

          Faster than a speeding green T-Bird,

          able to leap tall babes in a single

          bound...

He leaps from the dresser and flies across the room

landing on the bed, straddling Thelma.

                         J.D.

                  (in his deep man's

                   voice)

          Hi.  Could I interest you in some

          Fuller brushes?

Thelma has not stopped laughing since he came in the room.

He is the greatest guy she's ever seen.  He is sniffing

her neck like a dog.

                         THELMA

                  (giggling)

          Stop, stop, stop!

Thelma tries to catch her breath.

                         THELMA

          Who are you?

J.D. attacks her again.

                         J.D.

          I am the great and powerful Oz...

                         THELMA

          J.D.!  Just tell me.  I know you're

          not some schoolboy.  Now come on,

          nobody ever tells me shit.

                         J.D.

          I'm just some guy.  A guy whose

          parole officer is probably having a

          shit fit right about now.

Thelma gasps.

                         THELMA

          What?!  Parole officer?  You mean

          you're a criminal?

                         J.D.

          Well, not anymore, Thelma, except

          for bustin' parole, I haven't done

          one wrong thing.

                         THELMA

          What did ya do?

                         J.D.

          I'm a robber.

                         THELMA

          You're a bank robber?

                         J.D.

          Nope.  I've never robbed a bank.

                         THELMA

          What?

                         J.D.

          Well, I robbed a gas station once,

          and I robbed a couple of liquor

          stores, and some convenience stores.

          And that's it.

                         THELMA

          How?

                         J.D.

          Well, I was just down on my luck and

          it seemed like somethin' I was good

          at so I...

                         THELMA

                  (interrupting)

          No, I mean how would you do it?  Do

          you just sneak in real fast or hide

          out till the store closes or what?

                         J.D.

          Naw, honey, that would be burglary.

          I never got arrested for burglary.

          Burglary's for chicken shits.  If

          you're gonna rob someone, ya just

          have to go right on up to 'em and do

          it.  Just take the money.  That's

          robbery.  That's a whole 'nother

          deal.

                         THELMA

          Tell me.

                         J.D.

          Well, first you pick your place,

          see, then I'd just sit back and

          watch it for awhile.  Ya gotta wait

          for just the right moment, which is

          something you know instinctively,

          that can't be taught.  Then I'd

          waltz on in...

J.D. jumps up and picks up a hair dryer and holds it like

a gun.  He starts acting it out.

                         J.D.

          And I'd say, "Alright, ladies and

          gentlemen, let's see who'll win the

          prize for keepin' their cool.  Simon

          says everybody lie down on the

          floor.  If nobody loses their head,

          then nobody loses their head.  You

          sir... You do the honors.  Just

          empty that cash into this bag and

          you'll have an amazing story to tell

          all your friends.  If not, you'll

          have a tag on your toe.  You decide."

          Then I'd split.  Simple.

                         THELMA

          My gosh, you sure gentlemanly about

          it.

                         J.D.

          I've always believed if done right,

          armed robbery doesn't have to be a

          totally unpleasant experience.

                         THELMA

          God.  You're a real live outlaw!

                         J.D.

          I may be the outlaw, but you're the

          one stealin' my heart.

                         THELMA

          And smooth, boy, you are smooth.

They kiss passionately.

                         THELMA

          You're kinda the best thing that's

          happened to me in a long time.

                         J.D.

          You're a little angle, you are.

J.D. turns out the light.

INT.  JIMMY'S ROOM - NIGHT

Louise and Jimmy are wrapped in each other's arms, quietly

making love.  Through this, Jimmy is ardent.

                         JIMMY

          Louise?  I think you are so damn

          beautiful.  I mean that.  I always

          have.

She smiles.  Completely.

                         LOUISE

                  (whispering)

          I think you're beautiful too.

EXT.  SIESTA MOTEL - DAWN

MONTAGE of early morning staff, a truck driver climbing

into his cab with a silver thermos, squirrels hopping

around on the ground.

INT.  SIESTA COFFEE SHOP - DAWN

TIGHT SHOT of coffee beginning to drip into an empty

coffee pot.  Louise and Jimmy are sitting in a booth, both

on the same side.  They are both playing with their

wedding rings.

                         JIMMY

          Don't worry darlin'.  I'll say I

          never found you.  I'll say anything

          you want.  We'll find a way to get

          you out of this, whatever it is.

                         LOUISE

          Damn, Jimmy, did you take a pill

          that makes you say all the right

          stuff?

                         JIMMY

          I'm choking on it.

They sit for a minute.

                         JIMMY

          Honey?  Ummm... Do you want me to

          come with you?

They look at each other, into each other and Jimmy can see

that Louise is already gone.  Louise is really touched

that he asked her that but she knows it's impossible.  She

is very kind to him.

                         LOUISE

          Oh... now... it's probably not such

          a good idea right now.   I'll...

          catch up with you later, on down the

          road.

In her hand she's been holding the ring in the black box.

She puts it on the table and slides it back to him.  He

stops her, suddenly.  He covers her hand with his.

                         JIMMY

          You keep this!

Jimmy is trying not to seem upset, so he's completely

still.  A taxi pulls up outside.

                         LOUISE

          Your taxi's here.

Jimmy pulls her to him and kisses her so passionately that

employees in the coffee shop look away.  A cook fans

himself with a spatula.  The taxi driver, who can see in,

looks at his watch.

                         JIMMY

          Are you happy, Louise?  I just want

          you to be happy.

Louise looks at her hand and Jimmy's hand.

                         LOUISE

          I'm happy, sweetie.  Happy as I can

          be.

Jimmy gets up and leaves the coffee shop.  Louise watches

him go.  A WAITRESS comes over and fills her coffee cup.

                         WAITRESS

          Good thing he left when he did.  We

          thought we were gonna have to put

          out a fire.

The Waitress chuckles and the other waitresses do too.

Louise waves to Jimmy in the back of the cab.  The cab

driver winks at her.  She smiles to herself.

INT.  THELMA'S MOTEL ROOM - MORNING

The room is totally trashed.  J.D. and Thelma are both

asleep, naked and hanging off either side of the bed.

J.D. starts to stir...

INT.  HAL'S BEDROOM - MORNING

Hal is in bed with is WIFE.  He has to get up.  He is

holding his wife in his arms.

                         HAL

          Honey?

                         SARAH

          Yes, baby?

                         HAL

          Do you think you could ever shoot

          someone?

                         SARAH

          What?

                         HAL

          Do you think you could ever think of

          a set of circumstances that would

          just cause you to haul off and shoot

          someone?

                         SARAH

          I could shoot your cousin Eddie.

                         HAL

          Why?

                         SARAH

          Because he's an inconsiderate

          asshole.

                         HAL

          I'm asking you seriously, Sarah, a

          stranger?

                         SARAH

          I don't know, honey.  I guess it

          would depend.

                         HAL

          On what?

                         SARAH

                  (trying to picture

                   it)

          Well, maybe if they were trying to

          hurt you or one of the kids.  I'm

          sure I could shoot someone if they

          tried to hurt one of the children.

                         HAL

          Yeah, I could too.  But... I don't

          know why I'm even asking you this.

          It's just... we can't place anybody

          at the scene but these two gals that

          everybody swears is sweet as pie.

          I don't know.  I keep hearing words

          -- impossible -- inconceivable.  If

          just one person would say...

                         SARAH

          Honey.  Nothing's impossible.  You

          just don't shoot someone like that

          for no reason.  Maybe he was askin'

          for it.  Anyway, somebody's husband

          probably got ol' Harlan.

                         HAL

          That's what everybody says.  Only

          problem is nobody's husband was

          unaccounted for that night... Could

          you shoot Eddie in the face?  At

          point blank range?

                         SARAH

                  (thinking)

          In the leg.

                         HAL

                  (getting up)

          I gotta go to Little Rock.

INT.  COFFEE SHOP - MORNING

Louise is sitting in the booth by herself.  Thelma comes

hurrying by.  She looks disheveled but is grinning like an

idiot.  She sees Louise and charges into the coffee shop.

Her energy and volume is several notches higher than the

rest of the people in the coffee shop.  There are a couple

more customers in there now.  Thelma slides into the booth

seated directly across from Louise.

                         THELMA

          Hi.

She is shocked by Thelma's appearance.

                         LOUISE

          What happened to your hair?

                         THELMA

          Nothing.  It got messed up.

Louise is studying Thelma closely as Thelma squirms in her

seat, barely able to contain herself.

                         LOUISE

          What's wrong with you?

                         THELMA

          Nothing.  Why?  Do I seem different?

                         LOUISE

          Yes, now that you mention it.  You

          seem crazy.  Like you're on drugs.

                         THELMA

          Well, I'm not on drugs.  But I might

          be crazy.

                         LOUISE

                  (shaking her head)

          I don't think I wanna hear what

          you're gonna tell me.

Thelma is just about to shriek when the Waitress comes

over and puts a coffee cup on the table and pours some.

Thelma gets a grip on herself for a moment then loses it

as the Waitress goes away.

                         THELMA

          Oh my God, Louise!!!  I can't

          believe it!  I just really can't

          believe it!  I mean... whoa!

Thelma is just laughing hysterically.  Louise suddenly

understands.

                         LOUISE

          Oh, Thelma.  Oh, no.

                         THELMA

          I mean I finally understand what all

          the fuss is about.   This is just a

          whole 'nother ball game!

                         LOUISE

          Thelma, please get a hold of

          yourself.  You're making a

          spectacle.

                         THELMA

          You know, Louise, you're supposed to

          be my best friend.  You could at

          least be a little bit happy for me.

          You could at least pretend to be

          slightly happy that for once in my

          life I have a sexual experience that

          isn't completely disgusting.

                         LOUISE

          I'm sorry.  I am happy.  I'm very

          happy for you.  I'm glad you had a

          good time.  It's about time.  Where

          is he now?

                         THELMA

          Taking a shower.

                         LOUISE

          You left that guy alone in the room?

Louise is getting a bad feeling.  She is already standing

up putting money on the table.

                         LOUISE

          Where's the money, Thelma?

Thelma has forgotten all about the money.

                         THELMA

          Ummm... it's on the table.  It's

          okay.

They are both leaving the restaurant now.  As they hit the

door they both break into a full run.

                         THELMA

          I don't remember.

EXT.  MOTEL PARKING LOT - DAY

They run across the parking lot around the back to the

room.  The door is ajar and no one is in the room.  Louise

goes in and Thelma stays outside the door.

                         THELMA

          Goddamnit!  I've never been lucky!

          Not one time!

Louise comes back outside.  She doesn't say anything.  She

is stoic, fighting tears.

                         THELMA

          Shit.  That little sonofabitch

          burgled me.  I don't believe it.

Louise sits down on the sidewalk in front of the room.

Thelma comes and sits beside her.  Neither one says

anything for a moment.

                         THELMA

          Louise?  Are you okay?

Louise shakes her head no.

                         THELMA

          Louise... It's okay.  Louise?  I'm

          sorry.  I mean it.

Louise has seen the end of the tunnel and there is no

light.

                         LOUISE

          It's not okay, Thelma.  It's

          definitely not okay.  None of this

          is okay.  What are we going to do

          for money?  What are we gonna buy

          gas with?  Our good looks?  I

          mean... Goddamn, Thelma!

Louise quietly starts to fall apart.  This causes Thelma

to leap into action.

                         THELMA

          Come on.  Stand up!  Don't you worry

          about it.  I'll take care of it.

          Just don't you worry about it.  Get

          your stuff.

Louise is still sitting on the sidewalk.

                         THELMA

          Come on!  Damnit, get your stuff and

          let's get out of here!

Louise slowly gets to her feet.

                         THELMA

          Move!

                  (to herself)

          Jesus Christ, take your damn time.

Thelma is hauling stuff out of the car.

EXT.  MOTEL PARKING LOT - MORNING

TIGHT SHOT of rear wheel of green T-Bird LAYING RUBBER out

of the motel parking lot.  Thelma and Louise, both looking

a little rougher than we've seen so far, drive away.

EXT.  THELMA'S HOUSE - DAY

Hal, FBI Man, various other police and detective types,

pull up in front of the house.  The front door swings open

and there stands Darryl looking like he's been shot out of

a cannon.

EXT.  STREET - DAY

Louise and Thelma pull into a convenience store.

INT.  THELMA'S HOUSE - DAY

Police are tapping the phones, dusting for prints, etc.,

while Darryl sits motionless in his recliner with a dull

expression on his face.

                         HAL

                  (to Darryl)

          As you know, we've tapped your

          phone.  In the event that she calls

          in.

Max comes up and joins them as they walk down the hallway.

                         MAX

          We're going to leave someone here at

          the house in the event that she

          calls in.  Someone will be here

          until we find them.

                         HAL

          The important thing is not to let on

          that you know anything.  We want to

          try and find out where they are.

          Now I don't want to get too

          personal, but do you have a good

          relationship with your wife?  Are

          you close with her?

                         DARRYL

          Yeah, I guess.  I mean, I'm about as

          close as I can be with a nut case

          like that.

                         MAX

          Well, if she calls, just be gentle.

          Like you're happy to hear from her.

          You know, like you really miss her.

          Women love that shit.

EXT.  CONVENIENCE STORE - DAY

Thelma and Louise are sitting in the car.  They've put all

their money together.

                         LOUISE

          Eighty-eight dollars ain't gonna

          make a dent, baby girl.

                         THELMA

                  (getting out of the

                   car)

          Don't worry about it.  You want

          anything?

                         LOUISE

          No.

Thelma marches off to the store.  Louise puts a tape in

the deck and is listening to loud R&B MUSIC.  She checks

herself in the rearview mirror.  She takes her lipstick

out and is about to put it on.  She makes eye contact with

herself and, instead, throws it out the window, closes her

eyes and leans her head back on the seat.  She's in a

world of shit.

Thelma comes trotting out of the store and jumps into the

car.

                         THELMA

                  (breathless)

          Drive!

Louise looks at her.

                         THELMA

          Drive!  Drive away!

                         LOUISE

                  (driving away)

          What happened?

Thelma opens her purse and exposes a bag full of bills.

                         LOUISE

          What?  You robbed the store?  You

          robbed the Goddamn store?!

Thelma shrieks with excitement.  Louise is completely

stunned.

                         THELMA

          Well!  We needed the money!  It's

          not like I killed anybody, for God's

          sake.

Louise shoots her a look.  She puts the car in gear and

FLOORS it out of the parking lot.  She is still looking at

Thelma as if she has completely lost her mind.

                         THELMA

          I'm sorry.  Well, we need the money.

          Now we have it.

                         LOUISE

          Oh shit, Thelma!!  Shit!  Shit!

          Shit!

                         THELMA

                  (sternly)

          Now you get a grip, Louise!  Just

          drive us to Goddamn Mexico, will ya!

                         LOUISE

          Okay.  Shit, Thelma!  What'd you do?

          I mean, what did you say?

                         THELMA

          Well, I just...

INT.  POLICE STATION - INTERROGATION ROOM - DAY

Hal, Max, various other cops, and Darryl all watch as TV

plays back VCR TAPE of Thelma in the convenience store

pulling a gun.  In perfect lip sync is:

                         THELMA (V.O.)

          Alright, ladies and gentleman, let's

          see who'll win the prize for keepin'

          their cool.  Everybody lie down on

          the floor.  If nobody loses their

          head, then nobody loses their

          head...

TIGHT SHOT of Darryl's face going deeper and deeper into a

state of shock.  TIGHT SHOTS of Hal, Max, etc., all

looking intently at the screen.

VIDEO IMAGE of Thelma boldly ordering cashier to fill her

purse with money.  As he's loading the purse with bills,

she's taking beef jerky from the display and putting it in

there, too, while she points the gun at the cashier.

                         THELMA (V.O.)

                  (videotape playback)

          You, sir... You do the honors.  Just

          empty that cash into this bag and

          you'll have an amazing story to tell

          all your friends.  If not, you'll

          have a tag on your toe.  You decide.

                                            CUT TO:

INT.  CAR - DAY

Thelma and Louise in car, driving.

                         LOUISE

                  (incredulous)

          Holy shit.

                                            CUT TO:

INT.  POLICE STATION - INTERROGATION ROOM - DAY

TIGHT SHOT:

                         DARRYL

          Jesus Christ.

TIGHT SHOT:

                         MAX

          Good God.

TIGHT SHOT:

                         HAL

                  (wearily)

          My Lord.

EXT.  DRIVING SHOT - DAY

                         LOUISE

          Holy shit.

                         THELMA

          Lemme see the map.

Louise throws the map across the front seat at Thelma and

FLOORS it.

                                            FADE TO BLACK.

FADE IN:

INT.  JIMMY'S APARTMENT BUILDING - DAY

Jimmy is entering the apartment building, carrying his

overnight bag.  Two men are sitting on the stairs.  They

stand as he comes in.  They are plainclothes police.  They

show their badges.  He leaves with them.

EXT.  ROAD - TIGHT SHOT - J.D.'S BACKSIDE - DAY

made only more prominent by the bulging wallet in his back

right pocket.

J.D. is walking down the road and continues to walk as an

Oklahoma State Patrol car pulls up alongside him.  He

smiles and gives a friendly wave as they cruise along

slowly beside him.  We can see the cop nearest him

talking, and then we see J.D. stop walking and set down

his duffel bag.  He reaches for his wallet.  It's clear

that they have asked for some I.D.

EXT.  RURAL ROAD - DAY

Louise is driving.  They fly past a kid on his bike on a

long gravel driveway.  He watches them.  A huge cloud of

dust blows up as they pass him.  He turns and rides his

bike down the driveway towards the house.

INT.  CAR - DAY

                         THELMA

          Louise, you'd better slow down.

          I'll just die if we get caught over

          a speeding ticket.

Louise looks at the speedometer touching 80 mph and lets

her foot off the gas.  Louise is looking a little nervous.

                         LOUISE

          For the first time in my life, I

          wish this car wasn't green.

                         THELMA

          Are you sure we should be driving

          like this?  In broad daylight and

          everything?

                         LOUISE

          No we shouldn't, but I want to put

          some distance between us and the

          scene of our last Goddamn crime!

                         THELMA

          Oooooweee!!  You shoulda seen me!

          Like I'd been doin' it all my life!

          Nobody would ever believe it.

                         LOUISE

          You think you've found your calling?

                         THELMA

          Maybe.  Maybe.  The call of the

          wild!

Thelma howls like a dog and drinks a little bottle of Wild

Turkey.

                         LOUISE

          You're disturbed.

                         THELMA

          Yes!  I believe I am!

INT.  POLICE STATION - INTERROGATION ROOM - DAY

Jimmy is in a small room with Hal, Max, other cops,

looking stunned.

                         JIMMY

          I swear to God, she wouldn't tell me

          one thing!  Christ!  You oughta try

          to find that kid that was with 'em.

                         HAL

          Tell us about him.

                         JIMMY

          Just some young guy.  Around twenty

          years old.  Dark hair.

Jimmy is really upset and has to really struggle to

control himself.

                         JIMMY

                  (trying to remember

                   him)

          They said they'd picked him up along

          the way.  He was a student.  But he

          didn't look right.  But he left when

          they got to the motel.

                         MAX

          Do you understand that you may be

          facing an accessory charge?

                         HAL

          This is serious, son.  A man is

          dead.

                         JIMMY

          I know!  I'd tell you if I knew!

          Goddamn!  I know something happened,

          or she wouldn't have left.  I'm

          trying to remember everything!  Find

          that fucking kid.  He probably knows

          something.

EXT.  DRIVING SHOT - DAY

Thelma and Louise are in the car.  Thelma is taking empty

little Wild Turkey bottles out of her purse and throwing

them out the window.

                         LOUISE

          So what's the plan, Thelma?  You just

          gonna stay drunk?

                         THELMA

          Try to.

                         LOUISE

          Litterbug.

They come ROARING up on a semi-tanker carrying gas.  We

see their FISH-EYE REFLECTIONS in the shiny tanker.

The mud flaps are the shiny silhouettes of naked women

that Thelma and Louise saw earlier.  The truck is going

slower than they are.

                         LOUISE

          Aw, great.  This always happens.

          Whenever you're in a hurry.

She noses out to see if she can pass, but there's a car

coming.  The car passes and the truck HONKS.  The truck

driver's arm comes out his window and waves them past.

                         THELMA

          Isn't that nice?  Truck drivers are

          always so nice.  The best drivers on

          the road.

As they get next to the truck, the truck driver is smiling

and waving at them.  They smile and wave back.  He flicks

his tongue at them.  Louise screams.

                         THELMA/LOUISE

          Ugh!!  Gross!!  Oh my God!  Aw, God!

Louise FLOORS it and speeds past him.

                         THELMA

          Ugh!!  Why do they have to do that?

                         LOUISE

          They think we like it.  Maybe they

          think it turns us on.

Louise shivers with disgust.

INT.  POLICE STATION - INTERROGATION ROOM - DAY

Jimmy is looking at police mug shots of a lot of young

guys.  Hal shows Jimmy a mug shot of J.D.

                         HAL

          Is this the guy you saw them with?

                         JIMMY

                  (looking closely)

          It's him.

                         MAX

                  (clapping his hands)

          Oh, happy day.

                         JIMMY

          You gotta be kiddin' me.  They picked

          up a murderer?!

                         HAL

          Armed robber.

                         JIMMY

          Oh, great.

                         MAX

                  (to Hal)

          They're flying him here right now.

          He was picked up this morning for

          parole violation.  They also found

          about six grand on him, so he

          probably knocked over something

          while he was out there.  They can

          drop him by here for questioning.

          I'm so happy.

                         JIMMY

                  (overhearing)

          How much cash did he have?

EXT.  POLICE STATION - DAY

J.D. arriving, handcuffed, at State Police building.

EXT.  DIRT  ROAD - DAY

The T-Bird is entering terrain that looks more like

desert.  The top of the T-Bird is up.

INT.  CAR - DAY

                         LOUISE

          Thelma.

                         THELMA

          Yeah.

                         LOUISE

          I want you to call Darryl.

                         THELMA

          What for?

                         LOUISE

          To find out if he knows anything.

          If you think he does, you gotta hang

          up because it means the police have

          told him and the phone is probably

          tapped.

                         THELMA

          Jeez, Louise, tapped the phone?  You

          think so?

                         LOUISE

                  (agitated)

          Oh, come on!  Murder one and armed

          robbery, Thelma!

                         THELMA

          Murder one!  God, Louise, can't we

          even say it was self-defense?

                         LOUISE

          But it wasn't!  We got away!  We

          were walkin' away!

                         THELMA

          They don't know that!  It was just

          you and me there.  I'll say he raped

          me and you had to shoot him!  I

          mean, it's almost the truth!

                         LOUISE

          It won't work.

                         THELMA

          Why not?!

                         LOUISE

          No physical evidence.  We can't

          prove he did it.  We probably can't

          even prove he touched you by now.

They both pause for a moment.

                         THELMA

          God.  The law is some tricky shit,

          isn't it?

Then:

                         THELMA

          How do you know 'bout all this stuff

          anyway?

Louise does not answer the question.

                         LOUISE

          Besides, what do we say about the

          robbery?  No excuse for that.  No

          such thing as justifiable robbery.

                         THELMA

          Alright, Louise!

EXT.  DIRT ROAD - HELICOPTER SHOT - DUSK

As the sun sets, the T-Bird drives deeper into the vast

desert.

INT.  POLICE STATION - NIGHT

Darryl is sitting in the hallway.  Two officers are

leading J.D. down the hall.

Hal, Max, other plainclothes officers follow.  Darryl

looks at Hal questioningly.  Hal doesn't respond and the

entourage quickly goes into a room.  Darryl stands and

crosses the hall to the room as the door shuts in his

face.

                         DARRYL

                  (yelling at the

                   door)

          Hey!  Hey!

INT.  POLICE STATION - INTERROGATION ROOM - NIGHT

                         J.D.

          Who's the nut?

                         HAL

          That's Thelma Dickinson's husband.

                         J.D.

          Aw, God.

INT.  POLICE STATION - HALLWAY - NIGHT

Darryl tries the doorknob, but the door is locked.

INT.  POLICE STATION - INTERROGATION ROOM - NIGHT

Hal, Max, J.D., other officers.  There is a VCR and

monitor set up in the room and they view the videotape of

Thelma in the convenience store.

                         J.D.

                  (pleased)

          Alright!  She did good!  Didn't she?

                         HAL

          Well, son, she's doin' a damn sight

          better 'n you right now.

                         MAX

          Where did you get $6600.00 in cash?

                         J.D.

          A friend.

                         HAL

          We spoke with a gentlemen today who

          says he personally delivered very

          close to that same amount to a Miss

          Louise Sawyer.  Do you know her too?

                         J.D.

          Umm, yes.  She was driving.

                         HAL

          He said he took it to a motel in

          Oklahoma City.  He also says that at

          that time he met a man.  He

          identified you through a series of

          mug shots.  He also told us that you

          and Mrs. Dickinson seemed "close."

          Is that true?

                         J.D.

          You might say we had a meeting of

          the minds, yes.

                         MAX

          Did you know that Mrs. Dickinson and

          Miss Sawyer are wanted in connection

          with a murder?

                         J.D.

          What?!

                         HAL

          Did either of them ever indicate

          that they might be running from the

          Law?

                         J.D.

                  (surprised to hear

                   this)

          Now that you mention it, they might

          have been a little bit jumpy.

                         HAL

          You know what?  You're starting to

          irritate me.

                         MAX

          Yeah.  Me too.

Hal thinks for a moment and then looks to Max.

                         HAL

          Do you mind if I have a word with

          him alone for a minute.

Max agrees and opens the door for the others to leave.  He

and Hal make eye contact before Max closes the door.

                         J.D.

          What?!  What'd I do?

Hal sits down across the table from J.D. and looks at

him.

                         HAL

          Son, I gotta feelin' about somethin'

          and I just wanna ask your opinion.

          Do you think Thelma Dickinson would

          have committed armed robbery if you

          hadn't taken all their money?

J.D. doesn't say anything.  They both just sit there for

a moment.

                         HAL

          Cat got your tongue?

J.D. shifts in his chair.

                         J.D.

          How do you know I took it?  How do

          you know they didn't just give it to

          me?

                         HAL

          There's two girls out there that had

          a chance, they had a chance...!  And

          you blew it for 'em.  Now they've

          gotten in some serious trouble, some

          very serious trouble and for at

          least part of it, I'm gonna hold you

          personally responsible for anything

          that happens to them.  I've got no

          feelin' for you.  But I may be the

          only person in the world who gives a

          rat's ass what happens to them and

          you're either gonna tell me every

          damn thing you know, so there's a

          small chance I can actually do them

          some good, or I'm gonna be all over

          you like a fly on shit for the rest

          of your natural life.  Your misery

          is gonna be my goddamn mission in

          life.  That's a sincere promise.

Hal walks over and opens the door and Max and the others

straggle back in.

                         HAL

          Now, for one thing, you violated

          your parole two days out.  And you

          know Judge Hainey.  He hates this

          sort of thing.  Once he gets wind of

          this, he's gonna blow sky high.  And

          then when he finds out that you're a

          possible accessory to murder and

          armed robbery, well, I think we can

          safely place your ass back in the

          slammer for at least the remaining

          eight, don't you?

                         MAX

          Oh, definitely.

                         J.D.

                  (convinced)

          Okay.  Is somebody gonna write this

          down?

INT.  POLICE STATION - NIGHT

Darryl is sitting in the hallway.  Hal comes out of the

room first.

                         HAL

          Mr. Dickinson, if you'll just hang

          on, I want a word with you and then

          we'll take you home.

Police officers lead J.D. out of the interrogation room,

down the hallway.  Darryl is watching J.D. closely.  J.D.

is smirking at him.

                         J.D.

                  (slyly, to Darryl)

          I like your wife.

                         DARRYL

                  (going after him)

          Come back here, you little shit!

Hal and another police officer are restraining Darryl.

J.D. is led off down the hall.

EXT.  GAS STATION - NIGHT

Louise and Thelma pull into a gas station.

EXT.  GAS STATION - NIGHT

A gas station attendant approaches as Louise and Thelma

are getting out of the car.

                         LOUISE

                  (to attendant)

          Fill her up.

                  (to Thelma)

          There's a phone right over there.

                         THELMA

          Let's get it over with.

Thelma and Louise walk to the phone.

                         LOUISE

          I'm not kidding, Thelma.  If you

          think he knows, even if you're not

          sure, hang up.

INT.  THELMA'S HOUSE - NIGHT

The TV is ON and the place is a mess.

Darryl, Hal, Max, and other cops spring into action as the

phone RINGS, putting on headsets, turning on tape

recorders.  Darryl picks up the phone.

                         DARRYL

          Hello.

EXT.  PAY PHONE - NIGHT

                         THELMA

          Darryl.  It's me.

INT.  THELMA'S HOUSE - NIGHT

Hal, Max, etc., all are gesticulating wildly.

                         DARRYL

                  (real friendly)

          Thelma!  Hello!

EXT.  PAY PHONE

Thelma hangs up the phone.

                         THELMA

                  (matter-of-factly)

          He knows.

INT.  THELMA'S HOUSE - NIGHT

Everyone is very disappointed, taking off their headsets,

turning off tape recorders and looking at Darryl like he's

an idiot.

                         HAL

          Shit.

Darryl still holds the phone in his hand.

                         DARRYL

          What?!  All I said was hello.

EXT.  PAY PHONE - NIGHT

Thelma and Louise are staring at each other intently.

Louise steps up to the phone.

                         LOUISE

          You got any change?

Thelma digs in her bag and hands Louise a roll of

quarters.  Louise gets out of the car and goes to the pay

phone.  Thelma follows her.  She puts the money in and

dials.  It RINGS.

                         LOUISE

          Darryl, this is Louise.  Are the

          police there?

INT.  THELMA'S HOUSE - NIGHT

Again everybody springs into action.  Darryl is fumbling

with the phone.

                         DARRYL

          Uh, no!  No, why would any police be

          here?  Hey, where are you girls,

          anyway?

Darryl gives Hal and Max a look as if he's got it

completely under control.  Clever guy.

EXT.  PHONE - NIGHT

                         LOUISE

          Let me talk to whoever's in charge

          there?

INT.  THELMA'S HOUSE - NIGHT

                         DARRYL

          What are you talking about, Louise?

Hal comes over and takes the phone away from Darryl.  Hal

looks at Max who nods, "take it."

                         HAL

          Hello, Miss Sawyer.  I'm Hal

          Slocumbe, Chief Investigator,

          Homicide, Arkansas State Police.

          How are you?

EXT.  PHONE - NIGHT

                         LOUISE

                  (chuckling)

          I've been better.

                         HAL (V.O.)

          You girls are in some hot water.

                         LOUISE

          Yes, sir.  I know.

INT.  THELMA'S HOUSE - NIGHT

                         HAL

          You're both okay?  Neither one of

          you hurt?  You're bein' careful with

          that gun?

EXT.  PHONE - NIGHT

                         LOUISE

          We're both fine.

                         HAL (V.O.)

          Good.  You wanna tell me what

          happened?

                         LOUISE

          Sure.  Maybe over coffee sometime.

          I'll buy.

INT.  THELMA'S HOUSE - NIGHT

                         HAL

          I just want you to know, neither one

          of you are charged with murder yet.

          You're still just wanted for

          questioning.  Although, now, Mrs.

          Dickinson's wanted in Oklahoma for

          armed robbery.

EXT.  PHONE - NIGHT

                         LOUISE

          No kiddin'.  Listen, we gotta go.

          I'll call you back, all right?

Louise looks at her watch.

                         HAL (V.O.)

          Miss Sawyer, I don't think y'all are

          gonna make it to Mexico.  We should

          talk.  Please.  I wanna to help you.

On hearing this Louise mouths the word "shit" in a very

frustrated way.

Louise hangs up the phone.

INT.  THELMA'S HOUSE - NIGHT

All are busy trying to see if the call was traced.  Darryl

is back in his recliner still in shock.

EXT.  PAY PHONE - NIGHT

She is stomping back to the car.  Thelma follows doggedly.

A moving van pulls in and parks in the b.g.

                         LOUISE

          That J.D. kid is a little shit.

                         THELMA

          What.

Louise stops as she is about to get in and faces Thelma

who's standing on the other side of the car.

                         LOUISE

          How'd they find out we're going to

          Mexico, Thelma, how they know that?

                         THELMA

          I... I...

                         LOUISE

          You told that thievin' little shit

          where we were goin'?!

Louise yanks open her car door, gets in and slams the door

and fires up the ENGINE.  Thelma hops in quickly.

                         THELMA

          I just told him if he ever gets to

          Mexico to look us up.  I asked him

          not to tell.  I didn't think he

          would tell anybody.

                         LOUISE

          Why not?!  What's he got to lose?

          Other than my life's savings, that

          is.  Shit!

Louise careens back onto the road.

                         THELMA

          I'm sorry.  I mean I...

Louise slams on the brakes.

                         LOUISE

          Goddamnit, Thelma!  Let me explain

          something to you.  Right now we have

          only two things goin' for us.  One,

          nobody knows where we are, and two,

          nobody knows where we're going.

          Now, one of our things that was

          going for us is gone!

Louise stops yelling for a moment groping for self-

control.  Thelma looks pitiful.

                         LOUISE

          Just stop talkin' to people, Thelma!

          Stop bein' so open!  We're fugitives

          now.  Let's behave that way!

                         THELMA

          You're right.

EXT.  LONELY ROAD - NIGHT (MUSCO LIGHT)

The T-Bird flashes by on a road that looks a lot like

Route 66.

                         THELMA (V.O.)

          Louise?  Where are we?

                         LOUISE (V.O.)

          Just past Boise City.

                         THELMA (V.O.)

          Idaho?

                         LOUISE (V.O.)

          Oklahoma, Thelma.  We're crossing

          into New Mexico.

                         THELMA (V.O.)

          I always wanted to see New Mexico.

EXT.  THELMA'S POV - OUT PASSENGER WINDOW - PITCH BLACK

EXT.  BACK ROAD - NIGHT

The car goes streaking by.

INT.  THELMA'S HOUSE - NIGHT (MUSCO LIGHT)

All's quiet.  The large screen TV is ON and the room is

filled with dense smoke.  Hal, Max, sit at a table going

over paperwork.  Other plainclothes and surveillance guys

play cards.  Darryl sits crumpled in his recliner staring

blankly at the TV.

INT.  JIMMY'S APARTMENT - NIGHT

Jimmy sits on his couch with his guitar while two

plainclothes cops sit reading the paper, doing the

crossword puzzle.

INT.  CAR - NIGHT

OVER MUSIC FROM TAPE:

Thelma is sipping on a little Wild Turkey.

                         THELMA

          Now what?

                         LOUISE

          Now what what?

                         THELMA

          Whaddo we do?

                         LOUISE

          Oh, I don't know, Thelma.  I guess

          maybe we could turn ourselves in and

          spend our lives trading cigarettes

          for mascara so we can look nice when

          our families come to visit us on

          Saturdays.  Maybe we could have

          children with the prison guards.

                         THELMA

          I'm not suggestin' that!  I'm not

          goin' back.  No matter what happens.

          So don't worry about me.

Louise speeds up.

Thelma hands Louise a little bottle of Wild Turkey and she

drinks it down.  Thelma has one too.

                         THELMA

          Can I ask you kind of a weird

          question?

                         LOUISE

          Yeah.

                         THELMA

          Of all the things in the world that

          scare you, what's the worst thing

          that scares you the most?

                         LOUISE

          You mean now or before?

                         THELMA

          Before.

                         LOUISE

          I guess I always thought the worst

          thing that could happen would be to

          end up old and alone in some crummy

          apartment with one of those little

          dogs.

                         THELMA

          What little dogs?

                         LOUISE

          You know those little dogs you see

          people with?

                         THELMA

          Like a Chihuahua?

                         LOUISE

          Those, too, but you know those

          little hairy ones?  Those flat-faced

          little fuckers with those ugly

          goddamned teeth?

                         THELMA

          Oh yeah.  You mean Peek-a-poos.

                         LOUISE

          Yeah.  Those.  That always put the

          fear of God in me.  What about you?

                         THELMA

          Well, to be honest, the idea of

          getting old with Darryl was kinda

          startin' to get to me.

                         LOUISE

          I can see that.

                         THELMA

          I mean, look how different he looks

          just since high school.  It's bad

          enough I have to get old, but doin'

          it with Darryl around is only gonna

          make it worse.

                  (quieter)

          I mean, I don't think he's gonna be

          very nice about it.

                         LOUISE

          Well, now, maybe you won't have to.

                         THELMA

          Always lookin' on the bright side,

          aren't ya?

EXT.  MOONLIT DESERT HIGHWAY - NIGHT (MUSCO LIGHT)

They are driving through Monument Valley.  The T-Bird

speeds through the beautifully moonlit desert.  It is

almost like daylight.

MONTAGE of silhouettes of cacti, huge rock formations,

desert beauty SHOTS, etc.

INT.  CAR - POV THROUGH WINDSHIELD - NIGHT

The sky is bright and expansive and the road goes on

forever.

                         THELMA

          This is so beautiful.

                         LOUISE

          Gosh.  It sure is.

                         THELMA

          I always wanted to travel.  I just

          never got the opportunity.

                         LOUISE

          Well, you got it now.

They both look forward for another moment.  And then, at

the same time, they look at each other, each taking the

other one in completely, in this moment.

They're saying everything to each other in this moment,

but their expressions don't change and they don't say a

word.  MUSIC plays on the RADIO.

EXT.  DESERT HIGHWAY - NIGHT

A semi-gas tanker is up ahead on the road.  It looks like

the one they saw earlier.  It's got the same mud flaps...

INT.  CAR - NIGHT

                         LOUISE

          Look!  Look who it is, Thelma.  I'll

          be darned.  What's he doin' way out

          here.

                         THELMA

          Just ignore him.

Louise passes him and, as she does, he HONKS.  They look

up and he is wildly pointing to his lap.

                         LOUISE

          Oh, Christ.  I hate this guy.

                         THELMA

          We should have just ignored him.

EXT.  DESERT HIGHWAY - DAWN (OVER MUSIC)

The car is flying down the road.

INT.  CAR - DESERT HIGHWAY - DAWN

They are quiet for a moment, then Thelma starts quietly

laughing to herself.  She is trying to stop but cannot.

                         LOUISE

          What?

                         THELMA

                  (shaking with

                   laughter)

          Nothing.  It's not funny.

                         LOUISE

          What?  What's not funny, Thelma!

Thelma is trying to compose herself but cannot.

                         THELMA

          Okay, but...

                  (she can barely

                   speak)

          I can't say.

Thelma isn't making a sound.  She is stuck in a convulsion

of laughter.

                         LOUISE

          What?!

                         THELMA

                  (gasping for air)

          Harlan.

                         LOUISE

          What?!  What about him?!

                         THELMA

          Just the look on his face when

          you...

                  (she is falling

                   apart again)

          ... it's not funny.

                         LOUISE

                  (shocked)

          Now, Thelma, that is not...

Thelma is still trying to get a grip on herself.

                         THELMA

          Boy, he wasn't expectin' that!

                         LOUISE

                  (scolding)

          Thelma!

                         THELMA

                  (impersonating

                   Harlan)

          Suck my dick... Boom!!

Thelma is laughing wildly.

                         LOUISE

                  (quietly)

          Thelma.  It's not funny.

Thelma has just crossed the line from laughing to crying.

                         THELMA

                  (trying to catch her

                   breath)

          I know!

They both get quiet.

Thelma leans back just watching Louise.  She studies her

as if she's never really seen her before.  All of a sudden

a look of shocked realization comes over Thelma's face.

She jerks upright and startles Louise.

                         THELMA

                  (carefully)

          It happened to you... didn't it?

Louise knows what she is talking about.  She becomes

immediately agitated.

                         LOUISE

          I don't want to talk about it!

          Thelma, I'm not kidding!  Don't you

          even...

                         THELMA

          ... in Texas... didn't it?  That's

          what happened... Oh my God.

Louise looks as if she is looking for a way to flee.

                         LOUISE

                  (fighting hysteria)

          I'm warning you, Thelma.  You better

          drop it right now!  I don't want to

          talk about it!

                         THELMA

                  (gently)

          Okay, Louise... It's okay.

Louise's eyes are wild, not seeing, while Thelma now seems

completely serene.

EXT.  DESERT HIGHWAY - DAWN

The car is SCREAMING down the road.  They drive through a

little stand of buildings.

EXT.  DESERT HIGHWAY - LONG LENS SHOT - DAWN

A car speeds up to try and catch them... The red and blue

lights pop on.  It is a New Mexico State Patrol car.

INT.  CAR - DAY

Louise sees the lights in the rearview mirror.  LOUISE'S

POV OF THE SPEEDOMETER at 100 mph.  Thelma is asleep.

                         LOUISE

          Shit!  Thelma, wake up!  Shit!

          We're gettin' pulled over!

Thelma jumps awake.

                         THELMA

          What!  What!  Oh shit!  Oh no!

They are trying not to panic.  They are slowing down, but

still doing 70 mph.  The patrol car is right behind them.

                         THELMA

          What do we do?  What do you want to

          do?!

                         LOUISE

          I don't know!  Shit!  Let's just

          play it by ear.  He may not know.

          He may just give me a ticket.

                         THELMA

          Please, God, please don't let us get

          caught.  Please, please, please...

Louise pulls the car off the road.  The patrol car pulls

up right behind them.  The lights shine brightly in

through the windows.

EXT.  SIDE OF DESERT HIGHWAY - DAY

                         PATROLMAN (O.S.) (OVER P.A.)

          Turn off your engine.

Louise does.  The PATROLMAN gets out of his car and

approaches their car.  He comes to the driver's side

window.  It is rolled up.

PATROLMAN'S POV OF LOUISE smiling up at him.  He gestures

to her to roll her window down.  She does.

                         LOUISE

          Hello, Officer.  Is there a problem?

                         PATROLMAN

          You wanna let me see your license,

          please?

Louise fumbles in her purse for her wallet, opens it and

shows her license.

                         PATROLMAN

          You wanna take it out of your

          wallet, please?

                         LOUISE

          Oh yeah.

She does and hands it to him.

                         THELMA

          I told you to slow down.  Hell,

          Officer, I told her to slow down.

                         LOUISE

          About how fast was I going?

                         PATROLMAN

          About a hundred and ten.  You wanna

          step out of the car, please?

They walk to the back of the car.  He notes the license

plate number.

                         PATROLMAN

          Is this your car?

                         LOUISE

          Yes.

                         PATROLMAN

          You wanna come with me, please?

          Walk around and get in the car,

          please.

                         LOUISE

          In the back?

                         PATROLMAN

          Front.

                         LOUISE

          Am I in trouble?

                         PATROLMAN

          As far as I'm concerned, yes, ma'am,

          you are.

Patrolman gets in the driver's side.  He picks up a

clipboard and clips Louise's driver's license to it.  He

picks up the hand mike for the radio and, as he does, a

hand with a gun comes in his car window.  It's Thelma and

she puts the gun to his head.

                         THELMA

          Officer, I am so sorry about this.

          Could you let go of that?

He drops it.

                         THELMA

          I really, really apologize, but

          please put your hands on the

          steering wheel.  See, if you get on

          that radio, you're gonna find out

          that we're wanted in two states and

          probably considered armed and

          dangerous, at least I am, then our

          whole plan would be shot to hell.

          Louise, take his gun.

Louise reaches over and takes his gun.

                         LOUISE

                  (apologetic)

          I am really sorry about this.

                         THELMA

          I swear, before yesterday, neither

          one of us would have ever pulled a

          stunt like this.  But if you ever

          met my husband, you'd know why I

          just can... You wanna step out of

          the car, please?

                  (she opens the door

                   for him)

          You wanna put your hands on your

          head, please?  Louise, shoot the

          radio.

                         LOUISE

          What?

                         THELMA

          Shoot the radio!

Louise SHOOTS the car radio.  The cop flinches with each

shot.

                         THELMA

          The police radio, Louise!  Jesus!

Louise fires TWO SHOTS into the police radio.  It BLASTS

all to hell.

                         THELMA

          You wanna step to the back of the

          car, please.  Louise, bring the

          keys.

Louise reaches over and takes the keys.  She takes her

license off the clipboard.  She gets out and trots around

to the back of the car.

Thelma is holding the gun on the Patrolman.  Suddenly

Thelma FIRES the gun, blowing two holes into the trunk

cover.

                         THELMA

                  (to Louise)

          Open to trunk.

Louise opens the trunk.

                         THELMA

                  (to Patrolman)

          You wanna step into the trunk,

          please?

                         PATROLMAN

          Ma'am, please... I got kids... a

          wife...

                         THELMA

          You do?  Well, you're lucky.  You be

          sweet to 'em.  Especially your wife.

          My husband wasn't sweet to me and

          look how I turned out.  Now go on,

          get in there.

As he's climbing into the trunk, Thelma explains to

Louise:

                         THELMA

          Air holes.

He's all the way in and Louise closes the trunk.

INT.  PATROL CAR - DAY

Thelma opens the glove compartment.  She takes a box of

spare ammo and closes it.  Thelma takes the keys and gets

out of the car.  She walks around to the trunk.

EXT.  PATROL CAR - DAY

                         THELMA

                  (to trunk)

          Sorry!

                         LOUISE

                  (from her car)

          Sorry!

Thelma hops into the car with Louise.  They look at each

other.

                         LOUISE

          Ready?

                         THELMA

          Hit it.

Louise pulls the car back onto the road and they drive

away.

INT.  CAR - DAY

                         THELMA

                  (shaking her head)

          I know it's crazy, Louise, but I

          just feel like I've got a knack for

          this shit.

                         LOUISE

          I believe you.  

EXT.  CAR - MONTAGE DRIVING SHOTS - DAY

They are in really beautiful country now.

                         THELMA (V.O.)

          Drive like hell.

INT.  THELMA'S KITCHEN - MORNING

Hal and Max are alone in the kitchen.  Hal switches on the

Mr. Coffee.

                         MAX

          It's just not working like this.  We

          gotta do something.  It'd be one

          thing if these girls were hardened

          criminals, but Jesus, Hal, this is

          makin' us look bad.  I don't know...

          maybe they're not movin'.  Maybe

          that little creep lied.

                         HAL

          He's got nothin' to gain by

          lyin'.  Nothin' at all.  He already

          got all their money.  I just don't

          know what we're dealin' with here.

          Anyway, it went out again last night

          on Nationwide Teletype.  Let's just

          wait it out a little longer.  She

          said she was gonna call back.  Let's

          just sit tight.

                         MAX

          We don't have a whole lotta choice,

          do we?  I can't figure out if

          they're real smart or just really,

          really lucky.

                         HAL

          It don't matter.  Brains will only

          get you so far and luck always runs

          out.

A cop walks into the kitchen and hands Hal a file that

says Louise Elizabeth Sawyer on the outside.  He opens it

up and starts looking through a personal history.  One

piece of paper is a case file from Texas containing an

incident report of a rape.  Stamped across it are the

words "charges dropped."

INT.  CAR - DAY

                         THELMA

          Louise... are we still going to

          Mexico?

                         LOUISE

          Yes.

Thelma pauses while she searches for the logic.

                         THELMA

          Then aren't we going in the wrong

          direction?

                         LOUISE

          Well, I figure if you take a state

          policeman, shoot up his car, take

          his gun and lock him in the trunk,

          it's best to just get on out of the

          state if you can.

                         THELMA

          Just asking.

They are both quiet for a second.  Louise goes a little

faster.

Thelma is digging through her bag.  She hands Louise a

piece of beef jerky.

                         LOUISE

          I don't want to see any more beef

          jerky.  I mean the next beef jerky

          you hand me is going out the window.

          It's drivin' me crazy.  The whole

          car smells like it.

                         THELMA

          It's good.  It's what the pioneers

          ate.

                         LOUISE

          I don't care what the damn pioneers

          ate.  You just keep that shit away

          from me, now I mean it.

Thelma puts down her bag.

                         LOUISE

          And I don't want any more Wild

          Turkey, either.  It's burning a hole

          in my stomach.

                         THELMA

          Okay, okay... I've got some tequila.

          You want some tequila?

                         LOUISE

          You do?

                         THELMA

          Yeah, you want it?

                         LOUISE

          Yeah.

Thelma starts to dig through her bag again.

                         THELMA

          It's in here somewhere.

Louise is rubbing her face.  She looks pretty bad.  Her

hands are shaking.

                         LOUISE

          Shit.  I'm gettin' tired.

                         THELMA

          Are you alright?

Louise does not really seem alright.

                         LOUISE

          I think I've really fucked up.  I

          think I've got us in a situation

          where we could both get killed.  Why

          didn't we just go straight to the

          police.

                         THELMA

          You know why.  You already said.

                         LOUISE

          What'd I say again?

                         THELMA

          Nobody would believe us.  We'd still

          get in trouble.  We'd still have our

          lives ruined.  And you know what

          else?

                         LOUISE

          What?

                         THELMA

          That guy was hurtin' me.  And if you

          hadn't come out when you did, he'd a

          hurt me a lot worse.  And probably

          nothin' woulda happened to him.

          'Cause everybody did see me dancin'

          with him all night.  And they woulda

          made out like I asked for it.  And

          my life woulda been ruined a whole

          lot worse than it is now.  At least

          now I'm havin' fun.  And I'm not

          sorry the son of a bitch is dead.

          I'm only sorry that it was you that

          did it and not me.  And if I

          haven't, I wanna take this time to

          thank you, Louise.  Thank you for

          savin' my ass.

                         LOUISE

          I said all that?

                         THELMA

          No, Louise, you said the first part.

          I said all the rest.

                         LOUISE

                  (tired)

          Whatever.

EXT.  ROADSIDE REST STATION - MORNING

Louise is at a pay phone as the sky is just starting to

get light.  Thelma is in the bathroom nearby.  Louise has

already dialed and the phone is RINGING.

INT.  THELMA'S HOUSE - MORNING

The TV DRONES on in the b.g. as the phone RINGS there,

everyone leaps into action again.  Max picks up the phone.

                         MAX

          Hello.

                         LOUISE (V.O.)

          Let me speak to... Slocumbe.

                         MAX

                  (to Hal)

          She wants to talk to you.

                         HAL

          Hello, Louise.

EXT.  PAY PHONE - MORNING

                         LOUISE

          Hey.

                         HAL (V.O.)

          How are things goin' out there?

                         LOUISE

          Weird.  Got some kind of snowball

          effect goin' here or somethin'.

                         HAL (V.O.)

          You're still with us though.  You're

          somewhere on the face of the earth?

                         LOUISE

          Well, we're not in the middle of

          nowhere, but we can see it from

          here.

INT.  THELMA'S HOUSE - MORNING

Hal smiles.

                         HAL

          I swear.  Louise, I almost feel like

          I know you.

                         LOUISE (V.O.)

          Well.  You don't.

                         HAL

          You're gettin' in deeper every

          moment you're gone.

                         LOUISE (V.O.)

          Would you believe me if I told you

          this whole thing is an accident?

                         HAL

          I do believe you.  That's what I

          want everybody to believe.  Trouble

          is, it doesn't look like an accident

          and you're not here to tell me about

          it... I need you to help me here.

EXT.  PAY PHONE - MORNING

Louise does not answer.

                         HAL (V.O.)

          Did Harlan Puckett...

Through clenched teeth, repulsed:

                         LOUISE

                  (interrupting)

          No!

                         HAL (V.O.)

          You want to come on in?

Louise thinks for a minute.

                         LOUISE

          I don't think so.

INT.  THELMA'S HOUSE - DAY

                         HAL

          Then I'm sorry.  We're gonna have to

          charge you with murder.  Now, do you

          want to come out of this alive?

The surveillance man motions to Hal to keep it going.

Darryl comes in and immediately realizes Hal is talking to

Louise.  Darryl looks attentively at Hal.

EXT.  PAY PHONE - DAY

                         LOUISE

          You know, certain words and phrases

          just keep floating through my mind,

          things like incarceration, cavity

          search, life imprisonment, death by

          electrocution, that sort of thing.

          So, come out alive?  I don't know.

          Let us think about that.

                         HAL (V.O.)

          Louise, I'll do anything.  I know

          what's makin' you run.  I know what

          happened to you in Texas.

Louise's eyes get wide as she hears this.

A FINGER reaches up and presses down the lever and hangs

up the phone.

ANGLE OF THELMA

She has her finger on the lever.

                         THELMA

          Come on, Louise.  Don't blow it.

          Let's go.

She walks away towards the car.  Louise is still standing

there holding the phone.  Thelma stops and looks at her.

                         THELMA

          Come on.

Louise doesn't move.

INT.  THELMA'S HOUSE - DAY

Frustrated, Hal slams down the phone.  He looks over at

the surveillance man who nods to say "we got it."  The

whole room reacts excitedly.  Everyone in the room springs

into action.  Max immediately picks up the phone and Hal

watches him intently.  He mouths the words to Max -- "I

wanna go" emphatically.  Max slightly shakes his head,

still of the phone.  Hal goes charging over to Max.

                         HAL

          Max.  You gotta take me there!

          I'm... I'm the only one she's ever

          talked to.  I don't want anybody

          losin' their heads.  You know what

          happens.  The volume gets turned way

          up and the next thing you know those

          girls are gonna get shot.

Max, still holding the phone, is surprised by this

outburst.

                         MAX

                  (calmly)

          Okay, Hal, okay.

EXT.  PAY PHONE - DAY

Louise is still standing there.

                         THELMA

          Louise?

                         LOUISE

          Yes, Thelma?

                         THELMA

          You're not gonna give up on me, are

          ya?

                         LOUISE

          What do you mean?

                         THELMA

          You're not gonna make some deal with

          that guy, are you?  I mean, I just

          wanna know.

                         LOUISE

          No, Thelma.  I'm not gonna make any

          deals.

                         THELMA

          I can understand if you're thinkin'

          about it.  I mean, in a way, you've

          got something to go back for.  I

          mean Jimmy and everything.

Louise is surprised to be hearing this from Thelma.

                         LOUISE

          Thelma, that is not an option.

                         THELMA

          But I don't know... something's

          crossed over in me and I can't go

          back.  I mean, I just couldn't

          live...

                         LOUISE

          I know.  I know what you mean.  I

          don't wanna end up on the damn

          Geraldo Show.

They are both quiet for a moment.

                         LOUISE

          He said they're charging us with

          murder.

                         THELMA

                  (making a face)

          Eeuww.

                         LOUISE

          And we have to decide whether we

          want to come out of this dead or

          alive.

                         THELMA

          Gosh, didn't he say anything

          positive at all?

Louise STARTS the car.  They lurch into reverse then

SCREECH forward as they tear off down the road.

WIDE SHOT OF CAR

as they fly down the road.

                         THELMA

          Louise, do you think we should

          change cars, get another car?

                         LOUISE

          Sure... You know how to hotwire a

          car?

                         THELMA

          No.

                         LOUISE

          Well, let me know when you figure it

          out.

EXT.  AIRSTRIP - DAY

A car pulls up on an airstrip and stops next to a small

jet.  Hal and Max get out of the car and board the plane.

EXT.  DESERT - DAY

MONTAGE of driving shots as Louise and Thelma drive

through the intense beauty of the Arizona desert.

INT.  CAR - DAY

                         THELMA

          You awake?

                         LOUISE

          You could call it that.  My eyes are

          open.

                         THELMA

          Me too.  I feel awake.

                         LOUISE

          Good.

                         THELMA

          Wide awake.  I don't remember ever

          feelin' this awake.  Everything

          looks different.  You know what I

          mean.  I know you know what I mean.

          Everything looks new.  Do you feel

          like that?  Like you've got

          something to look forward to?

Louise and Thelma both get quiet for a second.

                         LOUISE

          We'll be drinkin' margaritas by the

          sea, Mamasita.

                         THELMA

          We can change our names.

                         LOUISE

          We can live in a hacienda.

                         THELMA

          I wanna get a job.  I wanna work at

          Club Med.

                         LOUISE

          Yes!  Yes!  Now what kind of deal do

          you think that cop can come up with

          to beat that?

                         THELMA

          It'd have to be pretty good.

                         LOUISE

          It would have to be pretty damn

          good.

They are both laughing.  The car is still flying down the

road.  The sun is coming higher in the sky now.  They come

to an intersection in the middle of nowhere.  Louise stops

and looks at the map.

                         LOUISE

          We should head a little further in.

          There's not that many roads in this

          state.  I want to try to hit Mexico

          somewhere not so close to New

          Mexico.  They probably wanna kill us

          in New Mexico.

                         THELMA

          You're drivin'.

Louise takes a right turn and speeds down the road.

EXT.  DESERT ROAD - DAY

Louise and Thelma are singing along to a wild R&B SONG.

They do the hand movements as if they are the Supremes.

They come roaring up on the semi-tanker, the same one they

have seen three times before.

                         THELMA

                  (screaming over

                   music)

          Oh my God!  Louise!  Look!  Look!

          See if that's him!

                         LOUISE

          It's him.  He's got California

          plates.  It's the same guy.

                         THELMA

          Pass him!

EXT.  DESERT ROAD - DAY

Louise bears down really hard and passes him.  Again as

they get right next to him, he blows kisses down at them.

He is leering at them and laughing.  Louise and Thelma

drive further down the road.

Louise pulls the car off to the side of the road.  As the

truck gets close they start waving to him to stop.  He

pulls his truck off the side of the road and stops.  ANGLE

ON Louise and Thelma smiling up at him.  He chuckles to

himself.  He leans out the window.

                         THELMA

          Hi!

                         TRUCKER

          Hi there!  You alright?

                         THELMA

          We're fine!  How are you?

                         TRUCKER

          Grrrreat!

                         LOUISE

          Follow us.

They turn off onto a dirt road and pull to a stop.

INT.  TRUCK CAB - DAY

The Trucker reaches over and opens a glove compartment

crammed full of condoms.  He grabs a few and shoves them

in his pocket.  He turns off his engine and gets out of

the truck.

EXT.  SIDE OF ROAD - DAY

He walks up to the car.

Louise and Thelma get out of the car.

                         THELMA

          Where you goin'?

                         TRUCKER

          Fresno.

                         LOUISE

          We been seein' you all along the

          way.

                         TRUCKER

          Yeah.  I been seein' you, too.

                         THELMA

          We think you have really bad

          manners.

Louise nods.

                         LOUISE

          We were just wonderin' where you

          think you get off behavin' like that

          to women you don't even know.

This is not what is supposed to be happening.

                         TRUCKER

          What?  What are you talkin' about?

                         LOUISE

          You know good and damn well what I'm

          talkin' about.

                         THELMA

          I mean really!  That business with

          your tongue.  What is that?  That's

          disgusting!

                         LOUISE

          And, oh my God, that other thing,

          that pointing to your lap?  What's

          that supposed to mean exactly?  Does

          that mean pull over, I want to show

          you what a big fat slob I am or...

                         THELMA

          Does that mean suck my dick?

                         TRUCKER

          You women are crazy!

                         LOUISE

          You got that right.

                         THELMA

          We think you should apologize.

He is getting a little panicky.

                         TRUCKER

          I'm not apologizing for shit!

                         LOUISE

          Say you're sorry.

                         TRUCKER

          Fuck that.

Louise pulls the gun they stole from the State Patrolman.

                         LOUISE

          Say you're sorry or we'll make you

          fuckin' sorry.

He looks at the gun.

                         TRUCKER

          Oh, Jesus!

                         THELMA

          You probably even called us beavers

          on your CB radio, didn't you?

                         TRUCKER

          Yeah... sure did.

                         THELMA

          Damn.  I hate that!  I hate bein'

          called a beaver, don't you?

                         LOUISE

          Are you going to apologize or not?

                         TRUCKER

          Fuck you.

Louise looks at his truck off in the distance.  She points

the gun at it, takes a second to get a bead, then SHOOTS

two of the tires flat.  The truck slowly sinks as the air

escapes from the tires.

                         TRUCKER

          Oh goddamn!!  You bitch!!

Louise and Thelma look at each other.  They both turn

towards the truck and FIRE rounds into the tankers until

they EXPLODE in a huge ball of fire.  The truck driver

screams at the top of his lungs.  Louise starts the car

and starts driving in circles around the truck driver.

Thelma and Louise are both howling at the top of their

lungs.  Thelma is sitting on the back of the front seat

with her legs on the dashboard.

                         TRUCKER

          You fucking bitch!

          Aaaaaaarrrgghh!!!  You're gonna have

          to pay for that!!!  I'm gonna make

          you pay for that!!  You hear me??!!

Louise stops the car right next to him.

                         THELMA

          Shut up.

Louise takes off again and Thelma falls into the back

seat.  They drive off trailing a huge cloud of dust.

EXT.  DESERT - DAY

Louise drives through the desert back towards the road,

past the burning debris of the truck.  As she gets to the

road she stops.  Thelma climbs into the front seat.

INT.  CAR - DAY

                         THELMA

          Hey.  Where'd you learn to shoot

          like that?

                         LOUISE

          Texas... You were right about what

          happened to me there.

They pull away from the burning wreckage.

INT.  CAR - DAY

As Thelma and Louise talk, their voices are heard over the

following scene.

                         LOUISE (V.O.)

          You know what's happened, don't you?

                         THELMA (V.O.)

          What?

                         LOUISE (V.O.)

                  (smiling)

          We've gone insane.

                         THELMA (V.O.)

          Yup.

EXT.  NEW MEXICO SIDE OF ROAD - DAY

A battered old pickup truck is parked by the New Mexico

State Patrol.  An old man uses a crowbar to pry open the

trunk.  The New Mexico State Patrolman hops out of the

trunk.

EXT.  DESERT ROAD - HELICOPTER SHOT - DAY

Police Bulletin VOICE OVER BEGINS AND PLAYS OVER following

scenes:

A police helicopter flies over the burning wreckage of the

fuel truck.  The truck driver is waving his arms as the

helicopter descends, blowing dirt all over him.

INT.  THELMA'S HOUSE - DAY

Darryl sits practically comatose in a big chair.  His eyes

have a dull glaze as he stares first at one wall, then

another.

INT.  CAR - DAY

A TIGHT SHOT of a TAPE being shoved into the cassette

deck.

INT.  FBI JET - DAY

Max and Hal sit next to each other in the jet.  Hal tries

to appear as if he's used to all this.  Max holds a

cellular phone to his ear.

TIGHT SHOT of Max as we hear through the phone:

Police VOICE OVER becomes part of scene.

                         POLICE (V.O.)

                  (on phone)

          ... Abducted... shot up the car...

          stole the officer's weapon...

          tanker... blown up... terrorized...

Max's face becomes troubled and more serious than we've

seen so far.  He looks at Hal as he hangs up the phone.

                         MAX

          You're not even going to believe

          this.

EXT.  FBI JET - DAY

The jet banks off to the left.

EXT.  DESERT ROAD - DAY

WIDE SHOT of car speeding through the desert on an empty

highway west.  DRIVING SHOT -- Thelma has her face to the

sun with her eyes closed.  Louise is driving with a fierce

intensity.  They hardly resemble the two women that

started out for a weekend in the mountains two days

earlier.  Although their faces are tanned and lined and

their hair is blowing wildly there is a sense of serenity

that pervades.

EXT.  HELIPORT - DAY

Hal and Max are climbing out of the jet and running across

the tarmac to a waiting helicopter.  Max is carrying a

walkie-talkie now.

INT.  CAR - DAY

Thelma sits up suddenly.  An Arizona police car passes

them going eastbound.

                         THELMA

          Oh shit.  Louise... Do you think he

          saw us?

                         LOUISE

          I don't know, but let's get off.

LOUISE'S POV - REARVIEW MIRROR

The police car cuts across the median to begin pursuit of

the girls.  The lights are flashing.

INT.  CAR - DAY

                         LOUISE

          Is your seat belt on?

Thelma puts her seat belt on.  Louise floors the car and

it streaks off, putting some distance between them and the

police car.  Thelma looks back at the police car.  She

looks scared.

                         THELMA

          I guess we shoulda made some kinda

          plan for what to do if we get

          caught.

                         LOUISE

          Yeah, right.  We're not gonna get

          caught.

INT.  ARIZONA POLICE CAR - DAY

STATE POLICEMAN is on his radio.

                         POLICEMAN #1

          ...requesting assistance.  In

          pursuit of a green T-Bird, 1966

          license, seven, one, nine, William,

          Zebra, Adam...

                         RADIO (V.O.)

          Roger.  Be advised...

                  (breaks up)

          ... armed and extremely dangerous...

EXT.  ARIZONA STATE POLICE HEADQUARTERS - DAY

A steady stream of state police cars pulls out of the

parking lot with lights flashing while other policemen are

running to their cars still parked in the lot.

INT.  CAR - DAY

                         THELMA

          How far are we from Mexico?

                         LOUISE

          About two hundred and fifty miles.

                         THELMA

          How long do you think that'll take?

EXT.  DESERT ROAD - DAY

There are now two police cars behind them about half a

mile back.  They are going really fast.  A police

helicopter catches up to them and orders them to stop.

Thelma stands and flips them off.

                         THELMA

          We're going to Mexico!

INT.  CAR - DAY

                         THELMA

                  (looking back)

          Uh oh.  There's another one.

Louise and Thelma both are looking back at the two police

cars following them.  They turn back around just in time

to see a third Arizona State police car has pulled into

the middle of an intersection of the only road that

crosses it for miles.  They both scream.  Louise swerves

just in time to keep from hitting it broadside.  She goes

off the road and has to struggle to pull her car back onto

the road, leaving a huge cloud of dust.

                         LOUISE

          Shit!

                         THELMA

          Did you see that guy?!  He was right

          in the middle of the road!

EXT.  DESERT ROAD - DAY

The first two police cars are approaching the same

intersection.  They are driving side by side.  There is

still a huge cloud of dust that now covers the third car

in the middle of the intersection.

INT.  POLICE CAR #1 - POV - DAY

A huge cloud of dust blows across the road as he

approaches the intersection.  It clears to reveal the

third police car in the middle of the road, just as he and

police car #2 reach the intersection.  ANGLE ON POLICEMAN

#1 as he screams and swerves to the right.

INT.  POLICE CAR #3 - DAY

ANGLE ON POLICEMAN #3 as he sees both police cars heading

right for him at 120 mph.  He screams and ducks down into

the seat.

ANOTHER ANGLE - POLICE CAR #1

swerves to the right.  Police car #2 swerves to the left,

both barely missing police car #3.

ANOTHER ANGLE as police car #1 and police car #2 both pull

back onto the road right next to each other.

INT.  POLICE CAR #3 - DAY

Policeman #3 sits up in the seat.  He can't believe he

isn't dead.  He puts his car in gear and takes off down

the road after them.

INT.  CAR - DAY

                         LOUISE

                  (looking in rearview

                   mirror)

          Shit!

                         THELMA

          What?!

                         LOUISE

          What?!  What d'you think?!

                         THELMA

          Oh.

EXT.  DESERT GHOST TOWN - DAY

Louise and Thelma blow through a stand of buildings left

from when the train went through here.  There are two

parallel streets on either side of the one they're on and,

as they pass by buildings, they can see police cars

ROARING down these parallel streets trying to "head them

off at the pass."  Louise FLOORS it and her car screams

ahead.

                         LOUISE

          We probably shoulda filled up the

          car before we blew up that truck.

                         THELMA

          Why?

                         LOUISE

          They'll probably catch us when we

          have to stop for gas!

                         THELMA

          I know this whole thing was my

          fault.  I know it is.

                         LOUISE

          There's one thing you oughta

          understand by now, Thelma, it's not

          your fault.

                         THELMA

          Louise... no matter what happens,

          I'm glad I came with you.

                         LOUISE

          You're crazy.

EXT.  DESERT ROAD - DAY

Louise swerves off the road and begins driving across the

desert.  All the police cars take off across the desert

after them.  They are now being pursued by at least

fifteen cars.

INT.  CAR - DAY

                         THELMA

          You're a good friend.

                         LOUISE

          You too, sweetie, the best.

                         THELMA

          I guess I went a little crazy, huh?

                         LOUISE

          No... You've always been crazy.

          This is just the first chance you've

          had to really express yourself.

                         THELMA

          I guess everything from here on in

          is going to be pretty shitty.

                         LOUISE

          Unbearable, I'd imagine.

                         THELMA

          I guess everything we've got to lose

          is already gone anyway.

                         LOUISE

          How do you stay so positive?

They smile.

EXT.  DESERT - DAY

It does look like an Army.  More police cars have joined,

and from every direction, police cars are swarming across

the desert, although none are in front of them.  Way off

in the distance, a helicopter joins the chase.

INT.  CAR - DAY

Thelma is looking way up ahead in the distance.

                         THELMA

          Louise!

                         LOUISE

          What?!

                         THELMA

          What in the hell is that up there?

                         LOUISE

          Where?!

                         THELMA

          Way up ahead!

Louise strains to see.  Whatever it is, Louise is

barreling towards it, the car leaving the ground as they

fly through the desert.

                         LOUISE

          Oh my God!!

Louise starts to laugh and cry at the same time.

                         THELMA

          What in the hell is it?!

                         LOUISE

          It's the Goddamn Grand Canyon!

EXT.  DESERT - DAY

Behind them is a huge wall of dust created by all the

police cars following them.  In front of them, looking

larger every moment, is the awesome splendor of the Grand

Canyon.

INT.  CAR - DAY

                         THELMA

          Isn't it beautiful?!!

                         LOUISE

          It's grand!

Louise has tears streaming down her face as she realizes

there is absolutely no escape.  She continues barreling

towards it without slowing down.

EXT.  DESERT - DAY

All the police cars are still following about a half a

mile behind.  The car is bouncing and flying across the

desert.  Finally, they get about twenty yards from the

edge and Louise SLAMS on the brakes.

Thelma and Louise are just waiting for the cars to catch

up.  The police cars stop in a line about two hundred

yards behind them.  The dust from the cars is blowing

across them.  They just sit looking at the Grand Canyon.

From the canyon, the FBI helicopter rises up in front of

the car.

INT.  FBI HELICOPTER - DAY

Hal sees Thelma and Louise for the first time.  They are

sitting in the car, oblivious in a way, to all the

activity around them.  He only takes his eyes off of them

long enough to look at Max.

INT.  CAR - DAY

                         THELMA

          God!  It looks like the Army!

                         LOUISE

          All this for us?

Thelma starts to laugh.  Louise is only concerned with

missing the cacti and other obstacles that lie before her.

INT.  FBI HELICOPTER - DAY

The helicopter lands behind the row of police cars.

HAL'S POV

He sees Thelma and Louise facing each other.  They look so

nice.  He can't stop looking.  He borrows the binoculars

from Max.  He sees Thelma and Louise in the car.  Some of

the police sharpshooters are sporting semi-automatic

rifles.  Hal looks at Max.

                         HAL

          Hey!  Don't let them shoot those

          girls.  This is too much.  They got

          guns pointed at 'em!

                         MAX

          The women are armed, Hal.  This is

          standard.  Now you stay calm here.

          These boys know what they're doin'.

Max climbs out of the chopper.  Hal sits for a moment and

then leaps out and follows Max.

                         POLICE (O.S.)

                  (over loudspeaker)

          This is the Arizona Highway Patrol.

          You are under arrest.  You are

          considered armed and dangerous.  Any

          failure to obey any command will be

          considered an act of aggression

          against us.

INT.  CAR - DAY

                         THELMA

          Now what?

                         LOUISE

          We're not giving up, Thelma.

                         THELMA

          Then let's not get caught.

                         LOUISE

          What are you talkin' about?

                         THELMA

                  (indicating the

                   Grand Canyon)

          Go.

                         LOUISE

          Go?

Thelma is smiling at her.

                         THELMA

          Go.

They look at each other, look back at the wall of police

cars, and then look back at each other.  They smile.

TIGHT SHOT - CARTRIDGES

being loaded into automatic rifle.

THELMA AND LOUISE - THROUGH THE CROSS HAIRS OF A GUN SIGHT

EXT.  DESERT - DAY

TWO OF THE ARIZONA COPS by their cars, as they are loading

weapons, talk quietly.

                         ARIZONA COP #1

          ... heard they shot a cop.

                         ARIZONA COP #2

          No shit.

                         ARIZONA COP #1

          With his own gun.  Put him in the

          trunk and blew him away...

INT.  CAR - DAY

Louise and Thelma are looking at each other.

                         POLICE (O.S.)

                  (over loudspeaker)

          Turn off the engine and place your

          hands in the air!

EXT.  DESERT - DAY

Hal is about to crawl out of his skin.  He can't believe

this thing is getting out of control.  He jumps in front

of Max.

                         HAL

          Max!  Let me talk to 'em!  I can't

          believe this!  You've gotta do

          something here!

Max goes around Hal and continues walking.  Hal jumps in

front of Max again and blocks his way.

                         HAL

          I'm sorry to bother you, I know

          you're real busy right now, but how

          many times, Max?  How many times has

          that woman gotta be fucked over?

          You could lift one finger and save

          her ass and you won't even do that?

                         MAX

                  (grabbing Hal)

          Get a hold of yourself!  You are way

          out of your jurisdiction, now come

          on!  Calm down!  Don't make me sorry

          I let you come!

Max lets go of Hal's lapels.

                         HAL

                  (under his breath)

          Shit!  I can't fucking believe this!

Hal walks along with a look of total disbelief on his

face.  He's shaking his head.  Slowly he breaks into a

trot and starts heading toward the front line.

                         MAX

                  (shouting)

          Hey.  Hey!

Hal is running now and clears the front row of cars.

There is a lot of confusion among the officers on the

front row.  Some shout, some lower their guns to look.

                         ARIZONA COP #1

          What in the hell?!

                         ARIZONA #2

                  (lowering his rifle)

          The son of a bitch is in my way!

INT.  CAR - DAY

They are still looking at each other really hard.

                         THELMA

          You're a good friend.

                         LOUISE

          You, too, sweetie, the best.

(SHOOT WITH OR WITHOUT.)

MUSIC:  B.B. King song entitled "Better Not Look Down"

begins.  It is very upbeat.

                         LOUISE

          Are you sure?

Thelma nods.

                         THELMA

          Hit it.

Louise puts the car in gear and FLOORS it.

                                            CUT TO:

EXT.  DESERT - DAY

Hal's eyes widen for a moment at what he sees, and then a

sense of calm overtakes him and he mouths the word

"alright."

                         B.B. KING SONG (V.O.)

          I've been around, I've seem some

          things,

          People movin' faster than the speed

          of sound, faster than a speedin'

          bullet.

          People livin' like Superman, all

          day and all night.

          I won't say if it's wrong or I won't

          say if it's right.

          I'm pretty fast myself.

          But I do have some advice to pass

          along, right here in the words to

          this song...

EXT.  DESERT - DAY

The cops all lower their weapons as looks of shock and

disbelief cover their faces.  A cloud of dust blows

THROUGH THE FRAME as the speeding car sails over the edge

of the cliff.

                         B.B. KING SONG (V.O.)

          Better not look down, if you wanna

          keep on flyin'.

          Put the hammer down, keep it full

          speed ahead.

          Better not look back or you might

          just wind up cryin'.

          You can keep it movin' if you don't

          look down...

FADE OUT.

THE END

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