BURLESQUE

Written by Steven Antin Rewrite by Diablo Cody Revisions by Keith Merryman & David A. Newman

Screen Gems Deline Pictures 11/26/08

WE OPEN on a COMPLETELY BLACK SCREEN. FADE IN the SOUNDS of PEOPLE TAKING--GLASSES CLINKING--all the BACKGROUND SOUNDS of a BUSY, HIP NIGHTCLUB. SUDDENLY... a LOUD DRUM ROLL! CAMERA is low, moving through the BACKSTAGE--passing CURTAINS and the WINGS out onto a shiny black STAGE awash in light. WE PUSH IN on FOOTLIGHTS which are now blinding us, blasting into camera as they form the word...

BURLESQUE
DRUM ROLL ends with a CYMBAL CRASH! The screen goes BLACK. Then we hear an opening MUSIC INTRO. A sexy, bawdy QUARTET. EXTREME CLOSE UP - RED LUSCIOUS LIPS...which speak directly into CAMERA, in a smokey, sultry voice. TESS It all began--not so innocently-back in the Victorian Era... REVEAL... TESS. A stunner with a glimmer of pain in her eyes-which is hidden by impossible lashes, theatrical make-up and a skin-tight, sequined band-aid of a dress. She works the tight stage of a small night club, toying with the AUDIENCE, who are SPELLBOUND. TESS (CONTD (CONTD) When Burlesque was born... Lame streamers EXPLODE from the stage and DROP from above as the CROWD HOOTS and MUSIC BLARES from a BUMPER BAND--sax, drums and bass--dressed as tattooed SAILORS--who sit to the side of the stage. TESS (CONTD) There are those who say its a dying art form... The club is populated with a surprisingly hip, upscale CROWD. Red booths. Black walls cluttered with photos. More than a few Hollywood celebs. TESS (CONTD) But, as I always say...You cant keep a good girl down! And weve got five of them...

2. INTERCUT - BACKSTAGE DRESSING ROOM - A DOZEN gorgeous, leggy GIRLS are fighting for the mirrors. Miles of sexy skin. Heavy make-up. Thick lashes. Boobs. Butts. Fishnets. Heels. Boas. And of course, SEQUINS. Oceans of them. Its definitely decadent. Completely cabaret. SEAN (31) an extremely gay guy with an armful of accessories descends and in three quick moves--TIGHTENS a corset here, tosses a boa there and adjusts a garter just so. INTERCUT - BURLESQUE LOUNGE - STAGE - behind TESS our GIRLS slink onto the stage. TESS (CONTD) On second thought, none of them are all that good. Which isnt all that bad. Our GIRLS move forward, striking poses in a provocative tableau as she calls out their names. TESS (CONTD) Say hello to Scarlett, Jesse, Anna, Coco-puff...and Georgie-girl... They gather at the edge of the stage--illuminated by footlights, moving in place to the beat of the INTRO MUSIC. Hips sway. Fingers snap. Tess weaves playfully between them. TESS (CONTD) Five bodacious beauties. Ten miles of luscious legs. Oh--and did I mention their unique ass-ets? Tess SLAPS one of their butts as the drummer plays a LOUD BUMP-and-GRIND-- the audience laughs-TESS (CONTD) I want to welcome you to the fabulous BURLESQUE LOUNGE! Located right SMACK in the center of the legendary Sunset Strip. MAN IN AUDIENCE DID SOMEBODY SAY STRIP? TESS Not strip, honey. (then...) Tease. The girls shift their weight, hitting the beats with raunchy moves and suggestive hip-thrusts. The audience LAUGHS, CATCALLING as MUSIC CONTINUES over--

3. EXT. DINGY SMALL TOWN STREET - NIGHT WE SUPER: GRUNDY, IOWA over a small, grime-streaked steel town. Hanging on just by the skin of its teeth. Dilapidated stores. Abandoned buildings. A run down A&P. CAMERA MOVES IN ON a BAR--with a broken neon sign that reads: DWIGHTS BAR. INT. DWIGHTS BAR - IOWA - SAME A typical rural watering hole. A wooden bar. Beer on tap. Faded paint. A few scattered REGULARS. A small make-shift area at the back set up for Karaoke. CAMERA FINDS...a COCKTAIL WAITRESS. MEET ALI ROSE. 22. Shes pretty and fresh faced. Her hair is in two braids and her eyes are bright and expectant. Ali picks up a check from an empty table and shakes her head. She looks up at LORETTA (30s) whos dropping off dirty glasses. Loretta sighs, looking around as more CUSTOMERS leave. LORETTA Damn, its slow tonight. [a beat] Im bored. Get over there and entertain me. ALI Dwight doesnt like it when I sing. LORETTA (opens register) Then Dwight shouldnt put me in charge when hes not here. She hands Ali 4 quarters. Ali smiles as Loretta pushes her to a KARAOKE SPACE. LORETTA (CONTD) Now get over there and put some energy in this place... Ali hands Loretta a tray and heads across the bar to a karaoke space. She selects a song from the jukebox. MUSIC STARTS as Ali steps to the mic, feeling it. She opens her mouth as WE HEAR a soulful, awe-inspiring opening of ETTA JAMES sexy SOMETHINGS GOT A HOLD ON ME. ALI OOOOOOOOOOHHH. SOMETIMES I GET A GOOD FEELING, Y-E-A-H... WE HEAR the SAME SONG CONTINUE as WE INTERCUT WITH--

4. INT. BURLESQUE STAGE - THE BURLESQUE GIRLS undulate at the footlights--and chime in on the chorus: BURLESQUE GIRLS YEAAAHHHHHHHHH... TESS My girls--each and every one of them are--how shall I say...the [whispers] creme--de la creme! A head tilts. Fingers snap. A leg extends up behind an ear. TESS (CONTD) De la creme... Cymbals CRASH. The audience laughs as SAME SONG CONTINUES-INTERCUT - DWIGHTS BAR - IOWA - ALI belts! ALI I GET A FEELING THAT I NEVER, NEVER, NEVER HAD BEFORE, NO, NO... INTERCUT - BURLESQUE STAGE - LA - THE GIRLS belt out a raucous chorus... BURLESQUE GIRLS YEAHHHHHHHH... As OTHER ENTERTAINERS APPEAR on stage-TESS The insatiable La Puccini Triplets! Daredevils Missy and Kitten DeVille. Contortionist/acrobat, Eva Destruction! And those naughty bad boys of burlesque, our sexy seamen-sailor band! The tattooed BAND blares as the TROUPE kicks in unison, and HEADS toward the audience as-INTERCUT - DWIGHTS BAR - IOWA But now we only HEAR Ali singing alone--with a powerful vocal quality reminiscent of Etta James. Sarah Vaughn. Billie Holiday. ALI I JUST WANT TO TELL YOU RIGHT NOW, THAT, OOOOH... STAN, an OLD MAN washing dishes, leans out to watch.

5. INTERCUT - BURLESQUE LOUNGE - THE GIRLS AND ENTERTAINERS on stage--loud and bawdy. GIRLS OOOOOOOOHHHHHHH!!! INTERCUT - DWIGHT BAR - ALI wails as this sexy version really breaks loose-ALI I BELIEVE, I REALLY DO BELIEVE THAT... SOMETHINGS GOT A HOLD ON ME, YEAH! INTERCUT - THE BURLESQUE GIRLS move in a line toward the audience confidently and OH SO SEXY. BARTENDERS, WAITRESSES and people working at the club SING along. ALL OH...IT MUST BE LOVE! BARTENDERS BA-DA, BA-DA, BA-DA! INTERCUT - DWIGHTS BAR - ALI channels-ALI IVE GOT A FEELING. I FEEL SO STRANGE. EVERYTHING ABOUT ME SEEMS TO HAVE CHANGED. STEP BY STEP, I GOT A BRAND NEW WALK, I EVEN SOUND SWEETER WHEN I TALK. I SAID, OH! INTERCUT - THE BURLESQUE GIRLS OOOOH! BURLESQUE GIRLS

INTERCUT - DWIGHTS BAR - ALI ALI OOOOH! HEY BABY. OH, IT MUST BE LOVE. INTERCUT - THE BURLESQUE GIRLS form a line. BURLESQUE GIRLS YOU KNOW IT MUST BE LOVE. INTERCUT - DWIGHTS BAR - ALI sings-ALI YOU KNOW IT WALK LIKE LOVE! IT TALK LIKE LOVE! IN THE MIDDLE OF THE NIGHT! MAKE ME FEEL ALRIGHT!!!

6. INTERCUT - BURLESQUE LOUNGE - THE BURLESQUE GIRLS, Tess, other ENTERTAINERS, BUSBOYS, WAITRESSES, BARTENDERS and ENTIRE COMPANY does a big finish! BARTENDERS BA-DA BA-DA BA-DA BA-DA! INT. DWIGHTS BAR - A SWEATY ALI finishes. CAMERA PULLS BACK to reveal...an empty bar. A beat, then WE HEAR CLAPPING. WE WIDEN to see Loretta behind the counter, who shakes her head, awed. LORETTA Youve got something Ali. Special. You should take that cute little butt and that big ol voice somewhere they can really appreciate them... (serious now) Like Des Moines. They got Karaoke bars there where you can win a hundred bucks a night. ALI (nods, thinking) I will. Some day. Ali starts to wipe-down a table as Loretta snatches the rag. LORETTA Ali...let me tell you something about some days. I used to have all kinds of them. Then one day, I woke up, and they were all gone. Ali takes this in as-INT. BURLESQUE LOUNGE - ON-STAGE - THE BURLESQUE GIRLS strike a final pose as the audience CHEERS! Everyone clears the stage as La Pucccini Triplets prepare their act. Tess EXITS to the wings...and bum rushes Sean. TESS Where the hell is Nikki?! SEAN Rehab--if theres a God. Just then the BACK STAGE DOOR BURSTS OPEN and NIKKI, a stunning, feisty brunette who looks like she had a hard night--enters.

7. TESS Jesus, Nikki, youre later than Georgias period! Nikki starts to quickly peel off her clothes. Tess squints at Nikkis super-skinny figure as Nikki holds out her arms and Sean slips on a corset. TESS (CONTD) Hold on...hold on. (off Nikkis look) WEIGH IN. Nikki unwillingly steps on a scale as Tess shakes her head. TESS (CONTD) Put on five pounds or I bump you. I want healthy girls. Nikki protests as Sean double-takes at Georgia--who flits by with a slightly protruding belly. EXT. ALIS TRAILER (TO ESTABLISH) - IOWA - NIGHT A typical run-down double-wide in a quiet trailer park. INT. ALIS TRAILER - IOWA - SAME Ali ENTERS with a bag of to-go food. We can HEAR the TV droning on somewhere as Ali calls out: ALI Nanna? Im home! Brought you a plate! Pot roast. We FOLLOW her back into...NANNAS BEDROOM. Where her GRANDMOTHER is asleep on the bed in front of TMZ. ALI (CONTD) Nanna? You asleep? Ali approaches. Looks at her. The old woman doesnt move. Ali looks at her curiously as she realizes... ALI (CONTD) Oh, God...Nanna. Ali DROPS the tray with a CRASH!

8. EXT. CEMETERY - IOWA - DAY Beneath a bleak sky, Ali and Loretta stand next to a grave in the run-down cemetery. Ali holds a SMALL SEEDLING/TREE in a plastic pot. A PRIEST is finishing the service... PRIEST ...Dear Lord, we gather here today, not to mourn, but to celebrate the life of...Alison Rose. Ali rolls her eyes, looking down. And without looking up... ALI Arlene Rose. PRIEST Arlene Rose. On Ali. A tear rolls down her cheek. CLOSE ON THE SEEDLING...placed in a small hole in the ground. PULL BACK to reveal Ali planting it on top of Nannas grave. She gets up, dusts herself off. Wipes a tear. LORETTA Honey, you were always there for her. You were all she had. Ali takes a deep breath. Sighs. ALI No. She was all I had...[a beat] And she wasnt even my nanna. Loretta looks at her curiously. LORETTA Well...who was she? ALI Foster care. She took me in when I was ten. For the monthly checks. (smiles softly) When I turned eighteen, the checks stopped coming. But she stayed in my life. When she got sick...I stayed in hers. LORETTA You never told me that. ALI I never told anyone that.

9. Loretta nods as Ali looks sadly at the grave. MUSIC UP: HONEY ROCK INT. BURLESQUE STAGE - L.A. - CARRY HONEY ROCK Nikki leads a GROUPING OF GIRLS in a RAUCOUS, GRINDING routine to HONEY ROCK. Striped leggings and heels. Its high energy. Extremely suggestive. Very Moulin Rouge. BURLESQUE GIRLS GO, HONEY, GO! IN THE WINGS Tess watches with Sean. TESS Girls look good tonight. SEAN Amazing what a pink spotlight can do. Hides more cellulite than a burka. Tess nods, spotting ALEXIS (25) the hot, dolled up DOOR GIRL who floats through the crowd, greeting CUSTOMERS. She spots a DRUNK GUY trying to climb onto the stage. In a flash, Alexis grabs him--tromps him to the door--and tosses him out! BURLESQUE GIRLS GO, HONEY, GO!!! INT. ALIS TRAILER - IOWA - DAY - CARRY MUSIC Ali ENTERS her trailer. Emotionally spent. We can hear a dog BARKING outside. A baby CRYING. A couple argues in the near distance. Ali stands there for a beat. Then looks around the dismal trailer. CAMERA MOVES IN ON HER AS WE... CLOSE ON A SUITCASE. Ali hastily throws clothes in. She looks up, notices an old photo on her dresser. A YOUNG WOMAN in a sexy dress wearing too much make-up. TEN YEAR OLD ALI stands next to her. Ali grabs it, shoves it into her bag. She scans the room...SPOTS some beloved OLD RECORDS of iconic BLUES, SOUL and JAZZ singers. Grabs a handful of them. Tries to fit them into her suitcase. No room. She rifles through and chooses one, ETTA JAMES. Then reluctantly tosses the rest onto the bed. Takes one last look around this dump. Closes her SUITCASE and heads out.

10. CLOSE SHOT - ALIS WHITE PLATFORM SANDALS kick up dust. WE WIDEN to see her in denim cut-offs, striding from the trailer park, a VACANCY sign out front. She heads quickly toward the center of town, carrying her suitcase. INTERCUT - THE BURLESQUE DANCERS shimmy and shake--a la Fosse. GIRLS GO, HONEY, GO! INT. DWIGHTS BAR - KITCHEN - IOWA - CARRY MUSIC Ali ENTERS through the back door of kitchen. Stan, the old man dishwasher looks up, NOTICES her suitcase-STAN Where you off to? ALI I wont know til I get there. She stops. Takes off the scarf around her neck. Ties it around Stans neck. Looks him in the eye. ALI (CONTD) There. You look real handsome. He smiles as Loretta enters with dirty dishes, seeing Ali. ALI (CONTD) Guess what today is Loretta? Loretta spots Alis suitcase and smiles, as-Someday. ALI (CONTD)

Loretta nods as they exchange a look, then Ali continues on into...THE BAR approaching DWIGHT (20s)--a sleazy looking guy watching a TV that sits up on a shelf, not looking over. DWIGHT Where the hell you been? You missed three days of work. ALI I left you three messages, Dwight. Nanna died. [a beat, then] I need my money. I need to get paid...Im leaving. Dwight finally looks at her. Sees her suitcases.

11. DWIGHT Where you goin? ALI Somewhere I can breathe. DWIGHT Clear off those tables. He gets up and walks off. She follows him-ALI You havent paid me for three weeks. DWIGHT Girl, you wanna have a fight with me?! Youll get your money next pay day. All of it. He walks off, out the back door. Ali looks over at...LORETTA. Watching this scene play out. Ali looks back at the door. Then around the bar. Makes a decision. And heads to the bar. ANGLE ON - THE CASH REGISTER The cash drawer OPENS. Ali reaches in and takes a wad of bills. Counts out some twenties as Loretta approaches... ALI How much was that bike you been wanting to buy little Keith? LORETTA Two hundred. Ali quickly stuffs some cash into Lorettas apron--pockets the rest--then looks back over her shoulder, making sure Dwight hasnt returned. Loretta squints at her. Then gives the money BACK to Ali, shoving it into Alis pocket. LORETTA (CONTD) Keith can wait til Christmas. Ali smiles, grateful--then pulls Loretta into a big hug--a tear in her eye--not believing this moment has come. Ali mists up, pulling back-ALI Loretta, I-I--

12. LORETTA (voice cracking) Me too, honey. Now get outta here before he comes back. EXT. MAIN STREET - IOWA - DAY - CARRY MUSIC Ali runs down the center of Main Street--suitcase in hand. She passes two WOMEN waiting for a bus. One in curlers. Their heads turn in unison as Ali runs by. A beat, then-CURLER WOMAN Shell be back. O.S. WE HEAR GO HONEY GO! as-ON STAGE - THE GIRLS CATCH cabaret chairs as they DROP FROM THE CEILING-- SPIN them around, SLAMMING them down and LAND ON THEM IN VARIOUS LAYOUTS-IN THE WINGS -- Tess hands Sean her corset as she slips into a sexy dress. He takes her cigarette holder and sticks it between his teeth. SEAN Theyre loving you tonight-As he zips Tess up, she takes the cigarette holder from Seans mouth and puts it back between her teeth. TESS You mean theyre loving you. SEAN Oh, shucks. I just write like Im writing for a big ole drag queen. Eat me. TESS

SEAN A big ole FOUL-MOUTHED drag queen. He smiles, taking off. Tess fixes her hair in the mirror as behind her, VINCE SCALI appears (35), dark, handsome, scruffyfaced. He stands there watching her. VINCE Hey, babe...

13. TESS (doesnt look up) What do you want, Vince? VINCE (shrugs) Nothing. Good show tonight. (a beat) Too bad the club is half-empty. TESS (ignoring him) Half full. VINCE I talked to Marcus Gerber-TESS Im not selling. VINCE Hes upped his offer. I told him wed at least hear him out. One last look in the mirror--then Tess strides off into the club-VINCE (CONTD) (calling after her) WHAT SHOULD I TELL HIM?!? GO, HONEY, GO! builds--as if cheering Tess on! INT. GREYHOUND BUS STATION - IOWA - DAY Ali is at the ticket counter, looking up at the bus schedule which reads: NEW YORK. CHICAGO. LOS ANGELES. LAS VEGAS. TICKET GUY Can I help you? She turns to a GUY in line behind her. ALI Got a quarter? He reaches into his pocket. Hands her one. ALI (CONTD) (to the Ticket Guy) Heads New York. Tails, Los Angeles. She flips the coin. Looks at it.

14. ALI (CONTD) Well, Ill be damned. (resolute, to Ticket Guy) Los Angeles. TICKET GUY Round trip? ALI (looks around) Youre kidding, right? INT. GREYHOUND BUS - ALI boards and surveys the CROWD. All seats are half-occupied. Ali steps forward as EVERY PASSENGER hastily moves a bag to the empty seat beside them. She sighs, sitting next to a HIP HOP GIRL (16) on headphones--who rolls her eyes moving her bag. Ali sits, looking down at her shoes, covered in dust. She takes out a Kleenex and wipes them off. She looks out the window. DAY TURNS TO NIGHT. LATER. Ali now sits behind the BUS DRIVER on the edge of her seat cracking and chewing gum. She looks over the drivers shoulder out the front window--then at the driver. ALI Long way to Los Angeles, huh? (he ignores her) So, how long you been driving this big boy? The driver points to a SIGN that reads: PLEASE DO NOT ENGAGE DRIVER IN CASUAL CONVERSATION. Ali nods, tries not to speak. ALI (CONTD) (quietly, to herself) Yep. Long way to Los Angeles. She pulls out her iPod, puts on her headset and looks at wheat fields whizzing past. O.S. WE HEAR GO, HONEY, GO!: INTERCUT - BURLESQUE LOUNGE - ON STAGE The girls continue HONEY ROCK. They MOVE toward CAMERA doing their typical Burlesque routine as-INTERCUT - THROUGH THE BUS WINDOW - NIGHT - ALI gazes out-listening to headphones. Everyone around her is asleep...

15. SHOTS of ALI looking out the window. Different landscapes and times. She sees an OLD BARN with JESUS SAVES spray-painted on the slanted roof. She reaches into her bag. Takes out a sandwich. Offers half to an older African American WOMAN next to her--who accepts. ON STAGE - THE BURLESQUE GIRLS As they do THEIR BIG FINISH...An abundance of hoots and hollers from the audience. CLOSE SHOT ON A SLEEPING ALIS EYES

blink open. She squints at the morning light...then looks out, and HOOTS awed by the sight of the HOLLYWOOD SIGN! EXT. GREYHOUND BUS STATION - DAY Ali wanders out of the bus station carrying her suitcase. She looks around the streets of Hollywood. Completely lost. EXT. STREET - HOLLYWOOD BLVD. - DAY Through a sea of PEOPLE moving down the crowded sidewalk we FIND ALI as she emerges through the crowd. She looks around, wide-eyed at this strange new city. Shops with sexy clothes and mannequins in the windows. The rush of TOURISTS and TRAFFIC. Ali slows as she NOTICES... A MAN lying face down in the middle of the sidewalk. Passersby move around him. One person steps over him. No one stops. Ali looks around. Concerned. ALI (to a passerby) Is that guy dead? A MAN shrugs, walking on as she looks at the man. She leans over unnerved--feeling for a pulse. Relieved as he stirs. A beat, then he RALPHS all over her shoes! INT. DINGY HOLLYWOOD HOTEL ROOM - DAY A key in the door. An OLD BELLHOP ENTERS carrying Alis suitcase. Ali follows behind him. The room is small and cramped. Chipped paint. Dirty carpet. Bad 70s decor.

16. He drops her suitcase on the bed. Hands Ali the key. Stands there waiting for a tip. As Ali realizes... Oh... ALI

She digs into her wallet. Only has a 10. Hands it to him expecting change. He pockets it, leaves. Ali closes the door, bolts it, and pulls the wad of bills from her purse: $1200. She spots a motel envelope--stuffs the cash inside. She looks at the bed, then lifts the mattress and shoves it underneath. She turns back, spotting a COPPER-COLORED CAT on the window sill. It MEOWS and hops onto the bed. ALI (CONTD) (amused) Hey. I thought this was a single. Ali offers her hand to sniff, then pets the cat. Looks to see if its a boy or girl. ALI (CONTD) Now I just have to meet a guy who isnt neutered. CLOSE SHOT - BACKSTAGE WEST MAGAZINE As Ali reads it, chowing fried chicken, feeding some to the cat. Around her WE SEE TRADES and WANT ADS sprawled out. She pauses, thrilled, then circles SINGER/WAITRESS WANTED. Perfect. SCENE SEQUENCE: A) EXT. THEME RESTAURANT - DAY - A LIT- UP ALI approaches and pauses, as WE PAN DOWN a line of 165 gorgeous GIRLS, spilling out on the street. Ali heads to the back. Girls do vocal warmups as a GIRL belts a riveting SOMEWHERE OVER THE RAINBOW. Ali squints at her, then turns to a pretty BRUNETTE. ALI (CONTD) Oh my God. She was on American Idol SKINNY MAN (sticks head out) Sorry girls, thats all the applications were taking today. B) C.S. - A PEN circles PRETTY GIRLS WANTED FOR VIDEO WORK. ALI (CONTD)

17. C) INT. SOUNDSTAGE - DAY - ALI breezes in, with resume and spots a PORNO SHOOT--mid-scene. She spins around, breezing out as a BUSTY RED-HEAD turns to a BLONDE. BUSTY RED-HEAD Shell be back. D) CLOSE SHOT - FLYER READS: BACKGROUND SINGERS FOR URBAN GROUP. E) INT. WAITING ROOM - DAY - AN EXCITED ALI enters, as 65 HOT LATINA and BLACK GIRLS in butt-baring hoochie-mama outfits turn in unison, eyeing her up-and-down. Ali smiles...mortified. CLOSE SHOT - A PEN circles: SINGER/DANCERS WANTED FOR TOUR. WE WIDEN as ALI sips coffee, and shrugs at her cat. ALI I can dance. He MEOWS. F) EXT. EDGE DANCE STUDIO - DAY - ALI, decked out in a sexy, hoochie-mama outfit, opens the studio door to 30 CLASSIC BUNHEAD BALLERINAS--like a Degas painting--look over in unison, eyeing her up and down, judgemental. Ali inhales--then enters as-- A stunning GIRL kicks her leg above her head-then WHOMP--spins on-point in a dizzying, breath-taking classical move. Ali GULPS, then turns around, heading for the exit. A beat, then 2 unnerved GIRLS follow. CLOSE SHOT - A SIGN: 1.99 SPECIAL. WE PULL BACK to see dejected Ali at 7-11 as she reluctantly lifts a $20, pays for her Big Bite--and heads out. EXT. NIGHT-LIT SUNSET STRIP - NIGHT - ALI takes a bite and sighs as the slick nightlife CROWD fills the street. People spilling in and out of bars. Clubs. Restaurants. Ali wanders down the strip. Making her way through the THRONGS of people. Just another face in the crowd. Dejected and anonymous, Ali moves beneath the neon lights, spotting CONSTRUCTION WORKERS across the street--building a NEW MOD 15-STORY LOFT BUILDING. Ali watches them as a BUS SPEEDS by, spewing exhaust. As the smoke CLEARS she notices... A beautiful, statuesque GIRL. Standing in the alley by what appears to be a nondescript club. But this girl is different. Shes dressed like a strange bird of paradise, in a spangled BURLESQUE COSTUME. Full makeup. Lacquered lips, painted-on mole, eyelashes like peacock feathers. This girl makes the dirty streetlight look like a movie-quality Klieg.

18. She takes a drag off a long cigarette and exhales, looking at Ali. This vision in feathers is Coco. She stubs out her ciggie and WINKS at Ali, then disappears inside the side door with a rush of ambient NOISE. Ali raises her brow. Takes another bite as the hot dog slips, SPLATTING mustard all over her white shoes! She spots a low wall--and sits wiping them off as she HEARS A MANS VOICE CALLING: ALEXIS IDS OUT! LINES UP AGAINST THE WALL! Ali looks up and double-takes at stunning door-whore ALEXIS-who we-and Ali--realize in this moment--is a DRAG QUEEN! Ali goes back to her shoes as BOOM--a side door opens! Ali looks up as a stunning Nikki walks out in full-costume and make-up--like a fiery GODDESS. Nikki lights a ciggie, drags and catches Ali staring, speechless. Ali shrugs, embarrassed-ALI Im sorry, but I just have to tell you--you are sooo beautiful. Thanks. NIKKI

ALI And your body--its incredible. NIKKI (waves her off) Trust me, I work for it. ALI I bet. Seriously--no one would ever be able to tell. NIKKI Tell...what? ALI That youre really, you know-[whispers]...a guy. Nikkis eyes widen in horror as Ali realizes-ALI (CONTD) Arent you? Nikki throws her ciggie down about to unleash when Sean pops back out!

19. SEAN Bitch! Youre on! As Sean wrenches Nikki inside, she turns back glaring as Ali mouths, SORRY. A beat, then Ali MOVES up the sidewalk to check out what this place could possibly be. She looks up at the sign... THE BURLESQUE LOUNGE. A smattering of L.A. HIPSTERS fill the sidewalk outside. Then Ali notices the glass case display out front. Photographs of the acts are posted. A GROUP OF GIRLS dressed in Burlesque-style outfits in provocative poses. Ali continues looking as she heads toward the door to the club, blithely cutting in line. Suddenly, shes confronted with the intimidating sight of ALEXIS, the door whore. I.D.??? ALEXIS

Ali blinks, startled...realizing shes in front. ALI Oh...I--wasnt...sure...[beat] Is this some sort of strip club? ALEXIS (eyes widening, offended) Strip club? Honey, I oughta wash your mouth out with Jagermeister! The only Pole youll find in here is Natasha the shot girl. Ali nods and quickly hands over her ID. Alexis scans it--then hauls the door open. Ali pauses unsure--then enters, suddenly BOMBARDED with chaos, colors, bawdy music and pure Burlesque. Her attention is drawn to THE STAGE where a SPOTLIGHT finds an UMBRELLA, as it turns toward the audience to REVEAL... TESS Gentlemen hold onto your hats. Ladies hold onto your gentlemen. We might not have any windows... (she motions) ...but we have the best view on the Sunset Strip... LIGHTS UP--as 3 GIRLS stand--a la Fosse--backs to audience. TESS (CONTD) THOSE SWEET PAINTED LADIES, THE GIRLS OF THE BURLESQUE LOUNGE!

20. An upbeat VAMP as Coco, Georgia and Jesse strut upstage. Behind them, a tableau of GIRLS pose on cabaret chairs. Classic Fosse. Totally raunchy. And completely timeless. Girls now upside down on cabaret chairs...their legs in the air. The girls standing behind grab their ankles... and blow cigarette smoke through their legs. BACK ON ALI. Straight off the bus, she stands in stark contrast to the glittery PERFORMERS and hipster COGNOSCENTI who pack the room. She stares stunned and a little scandalized at: THE STAGE--The music plays faster. Montage of sexy body parts. Arched backs. Thrusting hips. Heads whipping. Feet stomping. Legs kicking. The number explodes as-ALI blinks, wide-eyed. Then-BARTENDER (O.S.) Can I get you a drink? Ali turns to MEET the bartender. JACK (25). A young L.A. punk scene-ster. Dark hair, smudged eyeliner, one arm half-sleeved with tattoos. Extremely cute and sexy. Despite and because of...the eyeliner. ALI Only if youre buying. Jack slides her a beer. Ali picks it up. Smiles. ALI (CONTD) Thanks. Where am I...anyway? JACK Its called Burlesque. She watches the stage. Totally amazed. And then looks up to see Jack smiling. What? ALI

JACK Nothing. You just still have that new-car smell. ALI (shrugs) I wouldnt say brand-new, but its still under warranty. JACK Where from?

21. ALI

Iowa.

JACK Were practically related. Im from Kentucky. Ali looks at him. Winks. ALI I thought you looked familiar. Jack smiles, amused, as a provocative new number starts. Ali watches the stage again, then notices the waitress who pockets another big tip. ALI (CONTD) Hey-- who do I have to flirt with around here to get a job? JACK Is this you flirting? ALI Not with someone wearing more eyeliner than me. He laughs, pointing across the club to A DOOR leading BACKSTAGE-JACK Ask for Tess. Shes your guy. Flirt away. Thanks. ALI

Ali heads off as he calls out-JACK And Iowa--use my name. ALI Right. Kentucky. JACK (smiles) Jack. Jones. ALI Nice to meet you...Mr. Jones.

22. INT. FRENZIED BACKSTAGE AREA - ALI Tentatively enters the belly of the beast. She pauses-bombarded by legs, fabulous costumes, gorgeous heels. She reaches a room where a dozen GIRLS fight for make-up mirrors and inhales--gathering her courage. ALI Excuse me, Im looking for Tess? Tess, applying lipstick, doesnt even look up at Ali. TESS So am I--and sometimes--when the lights are dim enough and I squint my eyes--I can still see her... Scattered GIGGLES as Ali blinks, confused. Sean rolls his eyes and motions thats her. Ali nervously steps forward. ALI Hi. Im a friend of Jacks and Im-TESS Looking for a job. ALI Yes and Im-TESS New in town? ALI Well...yes and I-TESS Want to dance here. Ali blinks and lets out a little nervous laugh. ALI Here? OH GOD NO--I could never dance here. Silence. You can hear a pin drop. Tess PEERS at her as Ali realizes her gaffe-ALI (CONTD) (backpedaling to girls) I mean, I-I dont have your skills-or your...daring... All EYES on her now. Ali shrugs, meek.

23. ALI (CONTD) I just--want to be... (trapped) ...a waitress? Tess raises a brow-TESS Well...[she stands] Everybody has a dream. (a beat) Good luck with that. Snickers from the girls as Tess strides out, not looking back. INT. BURLESQUE LOUNGE - MOMENTS LATER - A DEFEATED ALI hikes her bag over her shoulder, escaping past the bar as... Hey, Iowa! JACK (O.S.)

Ali turns back to Jack at the bar-JACK (CONTD) If you just wanted to sling drinks you shouldve just said so. Jack slides the beer across the bar towards her. She smiles, reaching for it and WE PULL BACK TO REVEAL... ALI is now a cocktail waitress in her white platform sandals and a different outfit. She grabs DRINKS off the bar and heads off. Plops them down at a boisterous table then pauses, watching a mesmerizing burlesque number on stage. A GOATEED GUY motions drinks? as Ali comes to, scurrying over. BACKSTAGE - IN THE WINGS - NIKKI Peers out, checking the half-filled CROWD--and double-takes at the sight of Ali, slinging drinks. NIKKI What the--[points] I want her fired! SEAN What did she do to you? NIKKI She thought I was a drag queen! SEAN Well, that couldnt have been the FIRST time youve heard that.

24. Nikki scowls as the CURTAIN opens. WHOMP! She turns--flashing her best stage smiles as she, Coco and the Girls strut onstage in sexy, high-energy, Fosse-esque opening to Wagon Wheel Watusi. AT THE BAR - ALI Puts in her order as the audience HOOTS and CHEERS! Ali looks up as on-stage, Coco and Nikki lose themselves in a series of stunning, impossible moves. Georgia sidles up to the bar as Ali stares at the stage, mesmerized. ALI Whoa... Theyre good. GEORGIA Are you a dancer? ALI Not--in your league. I mean, I can dance but...I want to be a singer. Jack plunks a flat tonic down for Georgia. JACK Iowa. This is LA. Never say I want to be. Say I am. ALI I am...a singer. Jack nods, turning back as O.S. More HOOTS! Both look up as the song climaxes as Coco nails a stunning kick. Ali blinks. ALI (CONTD) Did you see that?! Her leg went behind her head. GEORGIA Coco is a prima ballerina. She danced with The Joffrey. Ali nods impressed, as Coco and Nikki finish to APPLAUSE. Jack sets down drinks on Alis tray. JACK And youre on! Ali grabs the tray and turns as-MED. SHOT - A DOOR OPENS as Ali enters her dingy hotel room at night.

25. ALI Honey, Im home! The Cat MEOWS as she lifts a can of TUNA from a bag. ALI (CONTD) Tonight, we celebrate! (plops down feeding bowls) Were putting down roots. INT. LIT UP BURLESQUE STAGE - CONTORTIONIST EVA DESTRUCTION dressed as a nasty-sexy ballerina, does a bawdy but skillful ballet girl on point number on a cabaret chair. Burlesque Ballet... WE PAN DOWN to Ali--who watches amazed as she weaves more deftly--through the crowd. She plops down drinks at a table. A GUY hands her a five. Thanks. ALI (CONTD)

She turns to see Sean who looks her up and down, then-SEAN Girl. Let me give you a real tip. In one swift move, Sean expertly ties Alis shirt up into a knot, exposing Alis belly and a plunging neckline. SEAN (CONTD) If you wanna sell a lotta liquor? You gotta sell...a little flesh. He lifts a tube of lipstick and applies it to Ali. SEAN (CONTD) You got lips that could suck the chrome off a Peterbilt. Paint em, child! With that he continues on. Ali shrugs, then turns setting down martinis as a GUY looks her up and down appreciatively. Thanks. GUY

He slips her a twenty. Alis eyes widen. Thank you. ALI

26. She pockets it as the CROWD HOOTS at extraordinary Eva. Ali looks up on stage--drawn in--as Eva finishes in a flash of fierce ballet moves! Ali HOOTS, cheering with the CROWD as an annoyed GUY with a glam POSSE waves her over. Ali approaches MARCUS GERBER (31). Boyishly handsome and charismatic. Jeans and a ringer tee. Status sneakers. His gold Rolex sparkles as he flicks out his black AMEX--and tosses it on Alis tray! MARCUS A bottle of Dom and keep it coming. A Dewers on the rocks for me and... (barely looking at Ali) Tell Nikki Im here. Marcus resumes his conversation without another glance at Ali. She stands, waiting, then... ALI ...and you are? MARCUS (motions to credit card) A member since 1991. His posse chortles as he turns back. Ali pauses, stung, then turns, heading to Jack at the bar. She motions to Marcus. ALI Whos the...asshole? JACK Marcus Gerber. Big real-estate guy. Hes real tight with Nikki. This week. (getting drinks) Comes here a lot. Sean approaches, Ali motions to Marcuss table as VINCE walks up to it. ALI Who is that? SEAN Vince Scali. Technically your boss-and Tesss ex. Ali nods, handing Jack Marcuss BLACK AMEX as Sean exclaims: SEAN (CONTD) OH MY! A Black Amex! The backstage pass to life!

27. Coco approaches as Sean grabs the card--then turns and deftly swipes it through Cocos CLEAVAGE. She shudders--then bends over flirtatiously as Sean swipes the card down her ASS as well. COCO Access denied! SEAN Now theres a first. Sean tosses back the card, walking off in the direction he was going. Ali looks over, spotting Nikki now sitting on Marcuss lap, kissing his neck. INTERCUT - MARCUSS TABLE - VINCE nods as Nikki kisses Marcus and heads off backstage. A beat, then Marcus looks at Vince. So...? MARCUS

Vince motions to Tess on-stage as the audience LAUGHS. VINCE Shes on the verge... MARCUS Youve been saying that for six months Vince. Shes shot me down twice. This place is her life. These are her girls. What makes now any different? VINCE The fact that we owe a balloon payment of 100 grand on the first. And she took out a second to buy me out of the condo. MARCUS So what else is new? VINCE She got turned down for another loan today. Marcus nods, sipping his drink, then-MARCUS Look--theres a handful of these clubs around. I could go buy another one tomorrow.

28. VINCE But it wouldnt be in the heart of the Sunset Strip. Marcus looks at him--unable to disagree. INTERCUT - ON STAGE - TESS looks out, illuminated by spot-light. TESS So yesterday I go to see my eye doctor. And he holds up a chart with letters and says to me....Can you see this?...And I say: No. So he holds up a chart with BIGGER letters...Can you see THIS? I say...No. Then he takes out his schlong and asks...Can you see THIS????? Now THAT, I can see, I say. (a well timed beat) WELL, he says, thats your problem. Youre OBVIOUSLY cockeyed. The band BLASTS. The audience LAUGHS...Tess spots Vince who stands from Marcuss table and furtively walks off. Marcus smiles, raising his glass. Tess fakes a smile, then turns and walks off through curtains. AT THE BAR - ALI Shakes her head and looks at Sean. ALI Shes funny. SEAN Thank-you. My lines. Our secret. Ali sighs. Jack plops down Seans drink as O.S. ETTA JAMES soulful, sax-y IF I CANT HAVE YOU kicks in. Ali lights up. ALI Oh my God--thats--Etta James. He heads off. Ali smiles, thrilled, listening and watches the girls with new interest as they vamp to Ettas WAIL. CAMERA MOVES in on ALIS face... ETTA JAMES I-I-I DON'T WANT NOBODY--IF I CAN'T HAVE YOU... SONG CONTINUES OVER SERIES OF SHOTS:

29. A) INT. HOTEL - ALI lifts her ETTA JAMES ALBUM and sets the record on a thrift-store 70s record player as-ETTA JAMES (CONTD) I DONT WANT TO TALK TO NOBODY, UNLESS IM TALKING TO YOU. B) ON HER BED - ALI plops down a bunch of BOOKS and opens a big one called THE GOLDEN AGE OF BURLESQUE as-ETTA JAMES (CONTD) THE WAY YOU HUG ME... Ali flips to a PHOTO of 20s BURLESQUE DANCERS as WE CUT TO: C) SCARLETT, JESSE and COCO striking a similar pose on-stage! ETTA JAMES (CONTD) THE WAY YOU SQUEEZE ME... D) ALI flips the page to a PHOTO of MAE WEST as WE CUT TO: E) TESS ON STAGE - as she CRACKS UP the CROWD! ETTA JAMES (CONTD) THE WAY YOU KISS ME... F) ALI turns the page to OLD SCHOOL ACROBATS as WE CUT TO: G) DAREDEVILS MISSY and KITTEN DEVILLE nail an aerial move as the Sailor band plays! ETTA JAMES (CONTD) YA YA YA YA YA... H) ALI turns the page and freezes at JOSEPHINE BAKER singing... ETTA JAMES (CONTD) IF I CANT HAVE YOU... I) ALI vamps and starts SINGING the SONG in her dingy room. ALI OH I-I-I CAN'T TALK TO NOBODY--[to cat] UNLESS I'M TALKING TO YOU... The cat yawns and turns, walking off as the SAX TRILLS-J) ON-STAGE - THE BURLESQUE GIRLS vamp in a cluster--and separate to reveal a dolled-up ALI center stage who BELTS: ALI (CONTD) OH I-I-I...DON'T WANNA HOLD NOBODY, UNLESS I'M HOLDING YOU...

30. K) WE PUSH IN ON HER FACE and CIRCLE to reveal shes actually in her HOTEL ROOM in tee-shirt and panties, singing-ALI (CONTD) THE WAY YOU HUG ME! L) INTERCUT - THE BURLESQUE GIRLS THWACK down on chairs... ETTA JAMES (O.S.) THE WAY YOU SQUEEZE ME! M) ALI THWACKS DOWN on an old mustard-colored chair, singing-ALI THE WAY YOU KISS ME! N) THE BURLESQUE GIRLS spin ON-STAGE as WE PAN to Ali grooving, carrying a tray, mouthing along with the Girls. ETTA JAMES (O.S.) YA YA YA YA--IF I CANT HAVE YOU... Jack grins as Ali does a hip-thrust, perfectly timed with the Girls. WE PAN to Sean who cocks a brow, walking past. THE SONG CONTINUES as WE INTERCUT (as if its one number) with the BURLESQUE GIRLS dancing on-stage and-ALI channeling the song and choreography as she vamps on the street--twirls the cat in her hotel room--wipes down a table at the lounge--and END with Ali in the shower, BELTING: ALI YA, YA, YA--IF I CANT HAVE YOU! She pauses, catching her breath as WE DISSOLVE TO: INT. BURLESQUE LOUNGE - BACKSTAGE - ANOTHER NIGHT Mayhem! The girls scurry for the next number as Sean helps them get dressed. At her mirror Tess applies a fake-eyelash as WE HEAR a surprisingly good womans voice BELTING a SONG! Tess glances in the mirror to see NIKKI breezing in late, as usual, and disrobing. Tess glares at Nikki, who stops singing. NIKKI I need a drink. TESS Nikki, do you even own a watch? Or do you just measure time in Patron shots?

31. Nikki shrugs, going to her mirror as Ali ENTERS with a tray of drinks for the girls. She walks past Nikki--who leans back and swipes one off her tray-ALI Hey. No. Thats for... Nikki glares, opening a bottle and pops 3 pills in her mouth. She deliberately CRUNCHES--then downs the entire drink! ALI (CONTD) (smiles weakly) You, I guess. Nikki plops the empty on Alis tray--turning back to mirror. Ali turns, approaching Tess at her mirror. Tess doesnt look up. ALI (CONTD) Hi, Tess. Great show tonight... Ali sets down Tesss drink, plowing ahead. ALI (CONTD) You know--I grew up listening to this music and--I was thinking-TESS Fast forward honey--I gotta rebuild Rome in the next two minutes. (yelling out) CAN SOMEONE CALL DAVE ABOUT THE VOCALS ON THE NEW TRACKS?! ALI (a beat, then--) Actually, thats what I dont get-Excuse me? TESS

ALI I mean, the vocals. In the numbers. The girls all lip synch, which is great but--why not actually just...sing the song? TESS (not even looking up) Know anyone who can sing better than Sarah Vaughn, Billie Holiday, Etta James? (powdering face) Were a Burlesque troupe. People come to see us dance, not sing.

32. ALI Oh, I know. I-Ive been doing some reading about it... TESS Have you now? ALI Yeah. And Burlesque came from Vaudeville, and people DID sing. The silence is deafening. Sean dramatically looks up. SEAN No. She. Didnt. EVERYONE turns, wait ing for Tesss response...Ali goes to interrupt but Tess puts up her hand-TESS Youre right...it WAS derived from Vaudeville...from the expression Voix-de-ville--15th century France, meaning voice of the city referring to popular songs of the time that were later strung together into little stage shows which became known as Vaudeville. ...and then--a new hybrid show evolved exposing a tad more skin and very sexy and talented girls who sang, danced and did little comedy skits called... And she stands from her mirror and turns to Ali-TESS (CONTD) Burlesque. [a beat] I was a dance major at Juilliard. I wrote my thesis on Burlesque, sweetheart. Tess finally looks at a slack-jawed Ali. The girls suppress smiles, relishing her humiliation. Tess smiles, TIGHTENS her garter then turns and struts off to stage. Nikki watches, thenNIKKI And that Juilliard Bitch couldnt carry a tune in a BUCKET. (off Alis look) Sweetheart. Nikki raises a knowing brow to Ali as she MOVES off. Ali stands alone in a swirl of motion, somewhat decimated as the THE CROWD bursts into LAUGHTER O.S.!!!

33. INT. LADIES ROOM - A FLUSTERED ALI Pushes in, HEARING the distinct sound of PUKING. She spots Georgias trademark BOOTS sticking out beneath the stall. ALI Georgia? (opens half-ajar door) You okay in there? Georgia nods, stands up shakily with mascara-smudged eyes. GEORGIA (sweet as always) Yeah. Thanks. Im fine. Its just getting kinda hard, with the... She gestures to her ever-so-slight baby bump. ALI There arent a lot of women who could dance the Charleston on a chair...what, three months pregnant? GEORGIA (pauses, then--) Four. I havent even told my boyfriend. Georgia looks in the mirror freezing at her raccoon eyes. GEORGIA (CONTD) Oh my God. I look like what my cat dragged in. Ali moves in, wiping her smudged eyes. ALI You look pretty great to me. Behind them, COCO ENTERS with a glass of tonic for Georgia. ALI (CONTD) Seriously. I cant imagine having the guts to go on-stage and flaunt my goodies in sequined hot-pants. COCO So you think were sluts? Ali sighs as Georgia silently mouths We are sluts! but Coco ignores her--

34. COCO (CONTD) You should see the gyno show down the street. ALI No--I dont think youre sluts. All I was saying was Im impressed you guys are so...so... COCO Unashamed? Unafraid? Unapologet-GEORGIA Jesus, Coco--un-clench. Youre like the before clip in a Midol commercial! COCO Whatever. [off music cue] Were up. You okay? Georgia nods mouthing thanks to Ali as Coco ushers her out. A beat, then Ali turns and looks at herself critically in the mirror. Her new fashioned top. Her lips. Shes cute, but the furthest thing from glamorous. She sees something on the floor. A FALSE EYELASH. She picks it up, leans forward as if thinking about holding it up to her eye, then flicks it into the trash as if its a scary insect. INT. ALIS APARTMENT BUILDING - LATER Ali trudges up the flight of stairs to her fleabag apartment. Suddenly...TWO GUYS come running past her from the other direction, almost knocking her down. Hey! ALI Watch it!

She looks down the hall and SEES...her apartment door open, the door swinging on its hinges. She turns back to the GUYS who are EXITING the stairwell. ALI (CONTD) Hey!! Stop!!! INT. ALIS APARTMENT - MOMENTS LATER - ALI RACES IN seeing the LOCK is broken and the place ransacked. No! ALI

35. Ali suddenly freezes looking at the mattress. She races for it and lifts it to see the envelope of money is gone! NO! ALI (CONTD)

Ali looks out the window, SEES the robbers running down the street with her things. She crumbles. Sitting onto the floor. Shit. ALI (CONTD)

The CAT appears and rubs against her. ALI (CONTD) A lotta help you were. Ali looks around the disheveled room and at the broken lock nervously as the cat climbs in her lap, purring...Holding it together until she sees the PHOTOGRAPH of her and her Mom lying broken on the floor. Ali gingerly picks out the broken glass, seeing that part of the photo is torn. She shakily places it next to her, pulling the cat closer. Genuinely afraid. She sits, thinking, then digs in her purse-and counts her remaining cash: SIX DOLLARS. She sighs, then digs in her purse, pulls out JACKS CARD and dials. It CLICKS straight to VOICE MAIL. Ali clicks off, looking up unnerved at the violently busted lock--then eyes Jacks ADDRESS on his card. EXT. JACKS WEST HOLLYWOOD APARTMENT - NIGHT - ALI Sits with her bags on the door step, waiting as a MOTORCYCLE pulls up and parks. A beat, then Jack strides up, his keyboard strapped to his back. He slows at the sight of-JACK Ali? [a beat] Whats wrong? She shrugs, emotional. JACK (CONTD) Is everything okay? Ali? A beat, then-ALI Everythings fine...except-She bursts into hysterical tears--unleashing everything shes been holding in!

36. ALI (CONTD) My motel was robbed--and--they took everything--and busted the lock and STOLE ALL MY MO-NEY-EY-EY-EY!!! She sobs--trying to talk, not really forming words, but highpitched SQUEAKS only heard by birds. Jack winces, trying to follow as she squeaks on with a few intelligible words in between. ALI (CONTD) And theres no way I...sleep there...with...like that--and the manager said...cant...til tomorrow...and I dont...anyone elses number...so I remembered I had...and it went straight to...so I...here! She looks up at Jack, completely vulnerable. JACK I have no idea what you just said but it doesnt sound good. ALI Its not... (shaking her head) Its not... (composing herself) So can--is it okay--do you mind if I crash on your couch tonight? JACK (trapped) Oh. My couch? ALI Id get a hotel but-(tearing up again) They took ALL MY MONEY! Seven hundred and twenty-three dollars! I hid it under the mattress and they got it--those--those--ASSHOLES!!! She kicks her purse! ALI (CONTD) My entire life savings is gone... JACK (squints) Y-youre broke? A beat, then--

37. ALI

No.

She reaches out and gathers her purse, looks in her wallet and counts out change. ALI (CONT'D) I have six dollars and...seventythree cents to my name. Jack raises his brows, then-JACK Isnt there--someone you can calland borrow money from? Who? ALI

JACK I dont know. A...friend? ALI Youre my only friend in LA --and I barely know you! JACK Well--what about your family? (points) You could call your family. ALI (pauses, then--) I dont have a family. JACK Well, there must be someone. Call them. Here. Jack hands her his cell as she SLAPS his hand away! Jesus! JACK (CONTD)

ALI Do I have to say it again? Theres NO ONE--okay? I dont have-anyone-(lip twittering) --at--all! Jack shakes his head exasperated as Ali bursts into tears again--sobbing in her hands.

38. JACK Oh my God--no. Ali please stop crying! Ill do anything if you just stop crying!!! She cries, trying to composing herself. JACK (CONTD) Look--you can crash on my couch, okay? Well make you a drink. Well make me a drink. Just--please stop crying. Okay? Ali nods, composing herself. Jack unlocks the door-- throws it open-ALI Okay. Thank-you. She stands up, dusting off and smiles at him. ALI (CONTD) You really are the nicest person Ive met in LA. Jack shrugs, kind of guilty as Ali turns back, motioning. Cmon. ALI (CONTD)

Jack double-takes as the mangy CAT trots out and MEOWS. Jack looks at Ali, freaked. JACK Whats that? ALI Its a cat. We adopted each other. JACK You never said anything about a cat. ALI What? You dont like cats? JACK No, no, I-He looks down, unnerved as the cat rubs against his legs. JACK (CONTD) --hate cats.

39. ALI Who could hate a cat? Its easy. JACK Ill show you.

He nudges it away with his foot--and the cat bolts inside the apartment. Jack pauses, then-JACK (CONTD) Its fine. Its just for the night. JACK ENTERS... flicks on the light as Ali enters behind him, taking in scattered posters, thrift store furniture and a DART BOARD. Jack watches as the cat jumps up and plops down on Jacks favorite chair. JACK Where does...it go to the bathroom? ALI He. Well just pop open the window. (pulls open window) Hes very independent. (then) I just realized I havent named him yet. Dont. JACK

Jack turns and pours a shot--handing it to Ali. JACK (CONTD) Here. The best medicine. Tequila. He pours one for himself and holds it up. JACK (CONTD) To better times. Ali toasts--and then they down it. Better? Ali nods. JACK (CONTD) I guess--I should get you set up. JACK (CONTD)

40. Jack opens the sofa bed as Ali looks around the place curiously. Very comfortable, very bohemian, and kind of feminine. Jack grabs a pillow and a blanket-- Ali takes them from him-ALI I got it from here. (then) Thank you Jack. For everything. Its really nice not to--be alone on a night like this. Jack nods--then heads to his bedroom. JACK Get some sleep. INT. BEDROOM - HIGH ANGLE - JACK Lays back on his bed, eyes open in the dark. WE INTERCUT with ALI eyes open in the dark, the cat curled beside her. A long beat, then-Jack? Yeah? ALI JACK

ALI Whyd you leave Kentucky? JACK (a beat, then--) Whyd you leave Iowa? Ali lies there in the dark for a moment, then... ALI Because I looked around and realized there wasnt one persons life I wanted? Exactly JACK Then--

She smiles softly, looking out.

ALI And...I guess...I was looking for somewhere that felt like...

41. In the darkness she hears Jacks SNORING louder and louder. She raises her brows. ALI (CONTD) (softly) Home. Ali sighs and rolls over to go to sleep. EXT. JACKS APARTMENT - MORNING Looking inside, a light rain pelts against the window. CLOSE SHOT - THE CATS FACE stares right INTO CAMERA... REVERSE ANGLE - JACKS EYES open as, the CAT LICKS HIM ON THE MOUTH-JACK No. NO! (sitting up, spitting) Off! INT. LIVING ROOM - JACK With major bedhead--enters to see the blankets folded, the place tidied, Ali fresh-showered, stands in the kitchen wearing just a t-shirt and panties. ALI Morning. Coffee? JACK (nods) Black. Like my soul. Ali pours him a cup. Jack takes it, sips as Ali NOTICES a FRAMED PHOTOGRAPH of a BEAUTIFUL GIRL on the bookcase. ALI Shes pretty. Your sister? JACK My fianc. Natalie. ALI Fiance?! I thought you were gay. Gay?! Why? JACK

42. ALI Oh, I dont know, could be the eye liner, and (as she looks around...the apartment? JACK Well, sorry, but Im straight. ALI Oh my God -- I wouldnt have come over if I thought... She looks at him, dubious. Looks back at the photo of Natalie. Then clutches her t-shirt, mortified, trying to cover up. ALI (CONTD) (looks around) Well, where is SHE? JACK In New York doing a play. For ONLY six more weeks. O-kaaayyy. ALI

Totally embarrassed, she sets her coffee in the sink. GRABS her jeans, quickly slips them on while collecting her bags-JACK So...youre heading out? Yep. ALI

JACK Do you have a plan? ALI Im gonna find a place to stay. Im not your problem. Youve done more than enough. And Im pretty good at landing on my feet. Which makes two of us. She scoops up the cat. ALI (CONTD) Come on cat. She heads for the door. The cat stares at Jack. Ali grabs the rest of her bags. Jack sighs, then--

43. JACK

Hold on--

She turns back-- looks at him-JACK (CONTD) Let me at least spot you some money [looks in his wallet, then...] Im a little tight--Natalie normally pays for half this place but-ALI Jack, Well be fine. Really. (opens door) See you at work. And she walks out, shutting the door behind her. Jack pauses, feeling really guilty. A beat, then he slugs his coffee--thinking. He looks out the window to see: UNDER A DRIZZLING SKY - A FORLORN ALI clutching the cat and her bags, she walks 15 feet to the right. She pauses, then turns and walks 15 feet back. She spies a BUS BENCH across the street, plops down her bags, and sits, holding the cat. A beat, then it starts pouring! INTERCUT - JACK scowls, shaking his head. JACK Goddamn it! He marches to the front door and throws it open-JACK (CONTD) (shouting out)

ALI!

She looks up from the bench. JACK (CONTD) What are you doing? Thinking! ALI

JACK I thought you had a plan!? ALI Its kinda hard to have a plan with six dollars and seventy-three cents.

44. JACKE Come back inside. Im fine. ALI

JACK Get out of the goddamn rain, NOW!!! She looks at him, as the rain pours down on her and the cat-ALI Well...maybe just til it stops. INT. JACKS APARTMENT - A SOAKING ALI enters holding the wet cat. Jack looks at her. Pathetic. JACK Ok. Look. I guess--youll just have to crash here for a night--or two-til you find a place. ALI No! I cant do that! JACK Look. Its not exactly ideal for me either but... The cat jumps on Jacks chair shaking violently--splattering the chair with water. Jack rolls his eyes as his cell RINGS! WE SEE Natalie on the ID as he picks up. JACK (CONTD) Hey baby! (a beat, then--) Nothing--just hanging. ALI (O.S.) Jack--do you have a blow-dryer??? Jack freezes as WE HEAR Natalie go off! JACK Natalie! Nat--its just--a work friend, okay? The cat MEOWS loud as-JACK (CONTD) Her cat. [sighs] Well its kind of a long story.

45. O.S. MUSIC UP:BABY YOUVE GOT WHAT IT TAKES by Brook Denton and Dinah Washington--over-CLOSE SHOT - A HEAVILY MADE-UP GIRL SCREAMS as she DROPS OUT of the SHOT in a flying split, revealing GIRLS behind her who do the same. Its typical, oldhat can-can. WE WIDEN to see were in the Burlesque Lounge which during the day has a bright, industrial vibe thats very different than the seductive Shangri-La of night. At the foot of the stage, Tess stands with Sean auditioning a CROP of fresh faces on-stage. Other HOPEFULS scatter around the club, waiting. MUSIC PLAYS over-MONTAGE: One group of girls audition after another. All shapes. All sizes. All professional. Finally--only a few girls are left. TESS Okay--front row. Thank you very much. Maybe next time. The girls walk off stage dejectedly. Tess turns to Sean-TESS (CONTD) What happened to all the good dancers in L.A.? SEAN Theyre Dancing With The Stars. TESS (sighs) Okay. Girls in back move to the front. Lets see it again. ANGLE ON - COCO At the bar, watching the auditions, she reaches over, filling a glass with coke-- as Jack PREPS the bar and they talk-JACK ...its been a week. She cant live on my couch. It would only be until she can save some money. Nice try. COCO

They BOTH turn as...Ali ENTERS - in a skirt and white platform sandals.

46. They immediately stop talking, and Ali senses it was about her. She heads to the bar, noticing the last FEW GIRLS audition. TESS Five, six, seven, eight... Ali just watches for a moment, then almost unconsciously, mimics the choreography, mentally coaching them on. ANGLE ON SEAN, he looks over, amused at Alis moves at the bar. BACK ON ALI - MOVING to the music, putting glasses away as-JACK (O.S.) Why dont you just get up there and audition? Ali turns around, sees Jack, and rolls her eyes. ALI Yeah, right. JACK Why not? Every time I look up youre doing their moves. (off her hesitant look) They start at $200 a night. Really? ALI

JACK Yeah, theres your deposit, right there. In a week I could have my own place. ALI Then maybe you should audition. Ali thinks for a sec--then shakes her head. ALI (CONTD) And-- besides...Tess hates me. JACK So, the girl who left everything she knew, rode a bus to L.A. and checked into the crack-house by the freeway is afraid of a little rejection? Ali shoots him a look as WE CUT TO:

47. MED. SHOT - AT THE STAGE - TESS TESS Okay, lets take it from the top. Tess looks up, squinting, as she notices someone standing at the back of the stage behind the other girls...CAMERA MOVES THROUGH THE GIRLS to REVEAL... its Ali. Sean smiles, impressed by her moxie, as-TESS (CONTD) You...hiding in the back... Ali peers out from behind the others-- Tess rolls her eyes-TESS (CONTD) What are you doing? ALI Actually, I was hoping...to audition. TESS Audition? Here? But...I thought you could never dance here. ALI (inhales) Everybody has a dream... Tess pauses annoyed as Sean shoots a good one look. Then-TESS Any professional experience? ALI Look--I wasnt in The Joffrey like Coco--or the ABT like Scarlett--but Ive been singing and dancing my whole-TESS Were all professionals. Trained and experienced. Im sorry. SEAN Cmon, she knows the routines. All she does all night is watch the stage, shimmy and shake, watch the stage, shimmy and shake, watch the-TESS Yeah, I got it.

48. ALI Just give me a chance, Tess. If I cant cut it, Ill never bother you again, I promise. Tess glares at Ali. TESS Fine. Lets see it. Ali meets her glare. ALI Which one? The first verse of Bei Mir Bist Du Schoen? Or I can break down the middle of Wagon Wheel Watusi? Or how about the last bumpthrust of-TESS (over it) Surprise me. Ali walks to the center of the stage, calling up to Dave. ALI Bei Mir Bist Du Shoen, please. Just then NIKKI ENTERS, spotting Ali on stage. She snorts. NIKKI Youve got to be kidding. She heads to the bar, pours herself a shot, and watches with amusement. O.S. the MUSIC STARTS. ON STAGE - ALI starts to dance--behind a beat or two. She stops--soldiering on--then TRIPS and stumbles! Tess looks up at Dave and gestures cut the music. Nikki smiles, relishing this as Tess looks at Ali with an apologetic smirk. TESS OK...Thanks. WAIT -ALI

SEAN Everyone just hold on -Sean puts up a finger, quickly walks on stage. He takes off Alis T-shirt, revealing a sports bra. He takes her hair out of its ponytail, messing it up as he whispers--

49. SEAN (CONTD) Just breathe. Honey--this is Burlesque. If you dont got precision--serve up some attitude. Ali nods, then looks up at Dave in the rafter imploringly. After a moment, the MUSIC STARTS again. NIKKI crosses her arms, and sits on a bar stool watching. Behind her, GEORGIA and COCO enter. They pause, surprised to see Ali on-stage. Jack smiles and gives Ali an encouraging wink. ALI takes a breath and confident. And transforms from an eyes. A sensuality own the stage. and starts to dance--her moves more fluid then as the MUSIC kicks in--she literally innocent girl into a sexy woman before our weve not yet seen in her. She begins to

TESS watches, surprised. Jack stands there and folds his arms, grinning from ear to ear. Sean locks eyes with Tess. Raises a very, very gay brow. COCO and Georgia watch, as their expressions morph from dubious to respectful. Who knew? Georgia looks like she wants to stand up and cheer...or barf. We cant tell anymore. The SONG CLIMAXES as Ali finishes with a sexy toss of her ass! Then THWACKS back into a sexy layout across a chair. A beat, then she FALLS OFF! She looks up. Shoulders heaving-Georgia jumps up, BREAKS OUT IN A BIG EFFUSIVE APPLAUSE! Everyone turns and looks. Nikki shoots Georgia a dirty look. NIKKI What are you so happy about, thats your replacement. GEORGIA ...but shes really good. Tess just looks at Ali and shakes her head. TESS I want so badly to say something bitchy but....nothins coming. SEAN Theres a first. TESS (glances at Coco) Coco?

50. Coco nods, impressed. Tess shrugs, non-chalant, then looks at Ali, whos speechless and out of breath. TESS (CONTD) Youre not good. But youre not half-bad either--[beat] What you are is lucky. Cause Im desperate. You already know the routines--and I need someone. Tonight. Tess throws her bag over her shoulder and gives Ali the onceover, stopping at her shoes-TESS (CONTD) Even with those shoes that time forgot. SEAN Therrrrres BITCHY!!! Tess EXITS. Nikki watches from the back, not exactly thrilled with this new hire. Sean approaches the stage, assessing Ali. SEAN (CONTD) Honey: You dress like a checker at a Wal Mart in Witchita. ALI Thats really funny cause my cousin works at a WalMart in Witchita. SEAN Really? What a fascinating story. And then what happens? [beat] Backstage. In five. He walks off without looking back. SEAN (CONTD) Welcome to the family. At the bar, Jack smiles as a thrilled Ali HOOTS, rushing toward him and throwing her arms around him! ALI Sorry for the short notice...but, I QUIT! [then] OH MY GOD!!! What? JACK

ALI (realizing) Im dancing in the Burlesque Lounge!

51. Then with girlish abandon she just starts to laugh. We MOVE in ON ALI as MUSIC COMES UP. The high energy 1960s RICH MANS FRUG PLAYS OVER: INT. BURLESQUE LOUNGE - BACKSTAGE - A DOOR as Sean swings it OPEN to a ROOM packed to the gills with costumes of every kind: dresses, boas, fishnets, shoes. An awed Ali follows Sean in, as he tosses her clothes-SEAN First number...second number...third... She catches the clothes, he begins loading her up with shoes-SEAN (CONTD) These go with the sequined bustier...those with the black shorts and garters...and those... (looks at her shoes) Keep for yourself. She smiles. SEAN (CONTD) Oh--I almost forgot. He tosses her a GOLD PROP MACHINE GUN. SEAN (CONTD) For the Miss Otis Regrets number. Ali lifts it curiously as-SEAN (CONTD) And dont-She pulls the trigger as BOOM--GLITTER SPLATS all over Sean. SEAN (CONTD) --pull the trigger. MUSIC UP: RICH MANS FRUG. INT. BURLESQUE LOUNGE - STAGE - CARRY MUSIC ON ALI. Now on stage dancing with the girls to RICH MANS FRUG. A swingin sixties shimmy and shake number. CAMERA MOVES ACROSS the girls FACES as DRUMS ROLL and their HEADS TURN to each drumbeat. They all kick and dance TOWARD the front of the stage in a line.

52. They wear various revealing 20s sexy bathing suits and heels, dancing to this high-energy number. Ali still struggles a little. CAMERA DOLLIES across the stage as a WAITER CROSSES FRAME AND WE WIPE TO... - ANOTHER NIGHT. SAME MUSIC. Alis in a different outfit. Her dancing is improving. CAMERA DOLLIES as a WAITRESS CROSSES FRAME and we WIPE again to... - ANOTHER NIGHT. The SAME MUSIC still plays. Ali is in yet a different outfit. Her dancing more confident. CAMERA DOLLIES as an audience member CROSSES FRAME and we WIPE again to... - ANOTHER NIGHT. SAME MUSIC. A confident Ali moves with the girls--channelling the steps--looking like she owns the stage! ANGLE ON SEAN - watching her from the wings, impressed as the NUMBER ends. Ali EXITS, TEETERING in her high heels. She starts peeling off clothes--as Sean joins her to help-ALI My boobs are six inches above their normal location. My underwear is lost somewhere up my ass. I have a hairpin lodged in my brain stem. And these eyelashes are big enough to kick up a stiff wind. SEAN Its fun being a girl, huh? Ali cant contain her smile... Yeah. ALI

WE FOLLOW as she heads to the dressing room, on cloud nine. Coco, Jesse, Scarlett and the other girls are changing. JESSE Im starving. Anyone wanna grab pizza before the next show? Yes! GIRLS

Ali nods yes too--she MOVES into the bathroom as she quickly washes her face and slips on a t-shirt and jeans. Pulls her hair back in a pony tail, thinks better of it, and leaves it down. She heads back out into the dressing room to find... EVERYONE IS GONE. She looks around. Feeling like a fool. She sinks into a chair in front of the make-up mirror. Tess enters. NOTICES the empty room.

53. TESS Where is everyone? ALI All the girls went to get pizza. TESS Arent you one of the girls? ALI Apparently not. Tess shakes her head. SEES Ali struggling with the eyeliner. She takes the eyeliner from her hand, helping her... TESS Theyre always bitches to the new girl...but eventually...they all end up like sisters. Tess finishes her eyeliner, turns Alis face to look in the mirror. Ali smiles. ALI I never had a sister. Tess takes her boa, slips it around Ali, and walks out. TESS Me either. Thank God. Unless you count Sean. INT. JACKS BATHROOM - MORNING - JACK Enters, shirtless in boxers. He kicks them off, opens the shower curtain--and freezes staring horrified. A beat, then he turns, grabs a towel and heads out. INT. LIVING ROOM - ON THE COUCH - ALI makes the sofa bed, the Cat perched on Jacks chair as Jack enters, furious. JACK It peed in the bathtub! (points) The cat peed in the bathtub! ALI (looks up) The window! You closed the window. (looks at the cat) (MORE)

54. ALI (CONT'D) Awww...and he didnt want to mess your floor. [to cat] Arent you a smart boy? Jack rolls his eyes as the cat plops down, and tries to rub up against his legs. Jack jumps back, then looks at Ali. JACK And you used my towel again. Jack glares at her, pissed-- then scans the room and GRABS the newspaper-- PLOPS it down in front of Ali with a pen-JACK (CONTD) Here-- Apartment Classifieds-(circling some of the ads) Sunset Strip one bedroom, Single off of Melrose, Studio apt w/view-ALI (reads, eyes widening) A thousand dollars for a studio? JACK Can you really put a price on privacy? Freedom? Your own bathroom? With clean towels. Subtle. ALI He checks.

Jacks about to speak, when his phone RINGS. Natalie. JACK

He turns, walking off. JACK (CONTD) Hey baby, whats up? [a beat] Youre kidding! Th-thats--great. He enters his bedroom. Ali turns back, looking through the Classifieds. She circles one, continues reading as the cat hops up on the window sill, and starts bathing. Ali pauses-ALI Guest studio in Hollywood. $900. With a yard--and...no pets. (to cat) Screw them. (scans paper, then to cat) Pet friendly single with balcony!

55. A bewildered Jack enters as Ali looks up. ALI (CONTD) I think I found my new place. Wheres Pomona? JACK Go to Hell, make a left, its three miles down on the right. She nods, looks back at the paper-ALI Oh...Hows...Beachwood Canyon? JACK Really nice...if you had a car. [beat] You know, maybe you should be saving up for a car first. (off her look) Seriously Ali. This is L.A. Youre nobody without a car. (leading) Look, Im gonna suck it up, and let you stay here...just throw in something for the rent. You arent gonna find anything til you get a car. Sucks for me. But its the right thing to do. Ali squints at him, curiously. ALI What just happened with Natalie? JACK (innocently) What makes you think something happened with Natalie? ALI Five minutes ago you were packing my stuff into a hefty bag and booting me out the door. JACK (busted) Her play got extended for eight weeks. She just sublet a place. (beat) Which leaves me kind of...screwed. Jack looks at her, hopeful.

56. JACK (CONTD) Unless...there was any way you would maybe consider staying, and helping with the rent--for a couple months--you know--just until she gets back? Ali squints at him, then looks down at her shoes. ALI Oh, look!...The shoes on the other foot. He rolls his eyes as she smiles. ALI (CONTD) Oh how the tables have turned! Now you need me?! JACK (pauses, then--)

Yes.

ALI What about cat? JACK I guess...he can stay. ALI (looks at him) What exactly are you proposing? JACK You could have the bedroom, of course, with private access to the bathroom--for just $600 a month. Utilities included. ALI (pauses, then--) And the closet? Half. JACK

ALI (shakes her head) Pass. She goes back at the Classifieds, reading... ALI (CONTD) Oh, look. Hot tub.

57. JACK (rolls his eyes) You can have the closet, alright! ALI (plops down ads) Throw in the towel and you got yourself a deal. JACK (pauses, then) I think I just did. EXT. BURLESQUE LOUNGE - ANOTHER NIGHT - ALEXIS TESS (O.S.) ...so I said, Well Sailor, I may not be as good as I once was... INT. BURLESQUE LOUNGE - MARCUS enters and joins Vince at the bar as Tess works the stage. TESS ...but you can bet your sweet ass Im better ONCE than I EVER was. The crowd LAUGHS. Tess points to a WOMAN who isnt laughing. TESS (CONTD) Drink up, sister! Youre a tad behind. (to a waiter, re: woman) Be a dear and bring Mommy another scotch! The CROWD CHUCKLES and Tess then exits as THE PUCCINI TRIPLETS make a grand entrance. WE FOLLOW as Tess heads BACKSTAGE, as a flustered Sean approaches. SEAN Tess, the distributors holding back the booze unless we cut him a check. Now. TESS Ply him with drinks, send Scarlett to flirt--and try to finagle him down to half. SEAN (shrugs) Hows one-third?

58. He hands her a filled-out check to sign. She smiles, impressed. TESS Have I told you lately that I love you? SEAN Got any brothers? Sean heads off, as Tess spots Vince sucking a martini as he flirts with a new PRETTY YOUNG COCKTAIL WAITRESS. She shakes her head then turns, nodding as Scarlett, Coco and stunning Ali enter the wings--gorgeous in leather, strappy Gaultier corsets with gloves and fishnets--post-modern Germanesue. Tess looks at skinny Nikki, with a glass of Tequila. WEIGH IN. TESS

Nikki starts to protest--then reluctantly steps on the scale. Tess looks down. TESS (CONTD) Im pulling you from the next number-She takes her glass from her. TESS (CONTD) How many drinks you had tonight? (looks at Scarlett) Fill in. Scarlett nods as Nikki storms off. O.S. WE HEAR A LOUD DRUM ROLL. MUSIC UP as Ali and the other dancers ENTER and begin to perform a sexy, vampy dance to BEI MIR BIST DU SCHON. AT THE BAR - Jack stops, mid-drink, gazing at gorgeous Ali-up-front in center-BURLESQUE GIRLS (lip-synching with track) OF ALL THE BOYS IVE KNOWN, AND IVE KNOWN SOME...UNTIL I FIRST MET YOU, I WAS LONESOME... At the bar, Nikki glowers as Ali vamps forward, center-stage, owning it as proud Tess watches, arms-crossed from the wings. Nikki shakes her head. Unbelievable. A beat, then she looks up to see Dave in the DJ Booth. A thought dawns...

59. INT. SOUND BOOTH - DAVE THE SOUND GUY Looks up as Nikki brushes in. NIKKI Dave. Tess wants to see you. Shes pissed about something. DAVE I-I cant leave here. NIKKI Id get down there now if I were you. Shit. DAVE

He shakes his head, taking off. The door closes as Nikki heads to the sound board--REACHES OUT and HITS an OFF BUTTON! BACK ON THE STAGE...THE SOUND DROPS OUT. THE PLAYBACK STOPS. Ali and the girls FREEZE in awkward poses, unsure what to do. MURMURS in the room as the audience looks around, confused. In the wings, Tess looks up at the now-empty sound booth, alarmed, as Dave appears beside her. DAVE (CONTD) You wanted to see me? ON STAGE -- ALI looks out at flustered Tess...the girls...the audience. Then--in a flash it hits her. She crosses to Tess, GRABS HER MIC, turns to the audience. She hesitates, but then lifts the mic and SINGS in a stunning soulful, acapella... ALI YOURE REALLY SWELL, I HAVE TO ADMIT YOU--DESERVE EXPRESSIONS, THAT REALLY FIT YOU. AND SO IVE RACKED MY BRAIN, HOPING TO EXPLAIN...ALL THE THINGS THAT YOU DO TO ME. BEI MIR BIST DU SCHON-Tess just looks at Ali--you could knock her over with a feather. ON MARCUS who stares at Ali, intrigued. He leans forward to get a better look. SUDDENLY, one of the SAILORS grabs his SAX and PLAYS ALONG. Ali jumps in, seamless, as Sailors on BASS and DRUMS join in-the crowd totally with them. Ali picks the choreography up where they left off, the other girls follow--

60. ALI (CONTD) PLEASE LET ME EXPLAIN. BEI MIR BIST DU SCHON MEANS YOURE GRAND... Ali gains confidence, and now she takes off--and suddenly, the other girls start singing back up, HITTING the backs of their cabaret chairs and STOMPING their feet to accompany the music--the BARTENDERS accompany them with HAND CLAPS--the SAILORS playing along. ALI/GIRLS I COULD SAY BELLA, BELLA, EVEN SAY WUNDERBAR...EACH LANGUAGE ONLY HELPS ME TELL YOU HOW GRAND YOU ARE... ON THE FLOOR - NIKKI watches aghast at the rapt crowd--and Jack, at the bar, who is now completely spellbound by Ali, watching her every move. ALI BEI MIR BIST DU SCHON MEANS YOURE GRAND... THE BARTENDERS BA-DA BA-DA BA-DA BA-DA! These girls know this song so well--its totally organic--and their performance comes together in a grand finale... ALI/GIRLS EACH LANGUAGE ONLY HELPS ME TELL YOU HOW GRAND YOU ARE. ALI IVE TRIED TO EXPLAIN, BEI MIR BIST DU SCHON...SO KISS ME AND SAY THAT YOU WILL UNDERSTAND! BARTENDERS BA-DA BA-DA BA-DA BA-DA! The room ERUPTS in thunderous APPLAUSE! The audience goes nuts. Ali stands there. Totally blown away. Jubilant and rapturous like weve never seen her. She looks over at Tess standing in the wings. Tess meets her gaze with a stare. ANGLE ON MARCUS, applauding and unable to take his eyes off Ali. Nikki tries to cuddle up to him, but he barely notices. INT. BURLESQUE LOUNGE - BACKSTAGE Ali makes her way through the wings to back slaps, hugs and congratulations--everyone exhilarated by her performance.

61. ON TESS making her way backstage past a lit-up Sean-SEAN Did you hear that applause? Did you see that performance? It was so-TESS (realizing) Burlesque. Tess pauses, as a thought dawns. A beat, then she bee-lines over to Ali who looks up, nervously, as Tess approaches. ALI (flustered) Tess---I was just...the music stopped and... TESS Why didnt you tell me you could blow like that? Ali shrugs, humble as Dave interrupts-DAVE Sorry, Tess. I dont know what happened-TESS Who cares-One of the Sailors appears at the door. Tess turns to him-TESS (CONTD) You guys know all the music? SAILOR GUY Hell, yeah! Tess looks at all of them. Folds her arms. Shakes her head. Nikki ENTERS the dressing room with a drink in her hand. TESS Okay, then--you girls have some songs to learn. Tomorrow night, Ali sings lead, you guys back-up. Any questions? She looks at Ali who beams, thrilled--and shakes her head no. Tess walks out of the room past Nikki, who looks at her, hurt. NIKKI (quoting Tess sarcastically) People dont come to hear us sing.

62. Tess stops and turns to Nikki. TESS No. But theyll come to hear her sing. Eat your martini olives and maybe you can back her up. Nikki scowls as Tess strides off. SEAN Bitch, you SANG that damn song! Ali is unable to contain her smile. Sean nods his approval and EXITS--leaving Ali and Nikki alone in the room together. Ali looks at Nikki. Their eyes meet. NIKKI One of us has clearly underestimated the other. Nikki turns and EXITS. Alis eyes go wide in disbelief. INT. BURLESQUE LOUNGE - ALI trots out from backstage--spotting Jack behind the bar. She makes her way over as... MARCUS You know, youre far too good to be singing here. She turns to see...MARCUS, looking cute and devious as ever. ALI I just got into the show and suddenly Im too good for it? MARCUS (shrugs) How about a drink? ALI Sure. Jacks at the bar. Tell him I sent you. MARCUS (smiles, amused) But I hate lines... AT THE BAR - Jack watches them together. Obviously bothered. BACK ON MARCUS who looks Ali up and down--undressing her.

63. MARCUS (CONTD) Seriously. You sound even better than you look. Which is saying a lot. ALI Talk about a line. He chuckles, watching her departing form, as Tess joins her... TESS What did HE want? ALI Directions to the bar. Ali smiles as she walks off, clearly intrigued by Marcus. Tess looks back across the club, annoyed, at Marcus. INT. EMPTY BURLESQUE LOUNGE - AFTER HOURS The club is closed. Jack, Ali, Coco, Sean and pregnant Georgia are sitting around the bar as Jack closes up. Their energy is off the chart. JACK You totally blew me away! You killed it! Really? ALI

JACK YES! I really didnt know you could sing like THAT! COCO I didnt know any white girl could sing like that. You really channelled that shit. ALI It was like, I felt something--I cant explain it--moving through me-my hands--my feet--my toes. (to Georgia) I wish you couldve been here--I felt like I was gonna explode-GEORGIA Trust me, I know what that feels like...[then] I have to pee. Again.

64. Georgia scurries off as Ali motions-ALI Im gonna get my bag-Ali MOVES off as...Sean smiles at Jack who is watching Ali as she crosses the club to the backstage area-SEAN You look at her the same way I used to look at you...Except you actually stand a chance with her. JACK I have a fianc. SEAN ...three thousand miles away. How is she doing, by the way? JACK Great. We talk every day. SEAN She EVER ask about you? By Jacks face, we can see she doesnt. Jack grabs a large trash bag, carrying it out the back door as Ali returns. Sean smiles big, then... SEAN (CONTD) You should have seen Jack when you performed tonight. Sean pantomimes enormous eyes. Ali shakes her head. ALI Oh please. Jack doesnt even notice me. SEAN Dont kid yourself. Ive been heels over head in love with that boy for years. I know what he does and doesnt notice. Youre a major babe and hes unfortunately, a decidedly straight man. ALI Who happens to be taken, with a beautiful fianc... SEAN Three thousand miles away...

65. ALI ....who hes in love with. SEAN And thats the only thing they have in common. What? ALI

SEAN Theyre BOTH in love with HER. Ali pauses, taking this in as Jack returns. He nods shyly. She nods shyly--then Ali notices Sean just staring at her, studying her. She looks at him, self-conscious. What? ALI

Sean suddenly leans in, brushing Alis hair out of her face. He holds it off her shoulders and raises that gay eyebrow. AT THE PIANO - JACK PLAYS a high energy Vaudeville style piano which PLAYS OVER a QUICK SCENE SEQUENCE: A) INT. BURLESQUE LOUNGE - STAGE - THE BURLESQUE GIRLS turn into FRAME and dance to Eleanor Powells risque, bawdy Got A Brand New Suit. ELEANOR POWELL GOT A BRAND NEW SUIT. GOT A BRAND NEW TIE... B) INT. HAIR SALON - DAY - ALI sits in front of a mirror while Sean instructs the effete HAIRDRESSER. Ali is loving the attention. ELEANOR POWELL (O.S.) (CONTD) GOT A BRAND NEW TWINKLE IN MY EYE. DO YOU KNOW THE REASON WHY? C) INT. HAIR SALON - LATER - THE HAIRDRESSER spins the chair around. Ali looks at herself in the mirror. Her hair is PLATINUM BLONDE. She has bangs, and a blunt Louise Brooks bob which frames her face beautifully. Her eyes--accentuated with dark smoky make-up--pop like never before. She studies herself for a moment, then-ALI Where have I been all my life?

66. D) INT. BURLESQUE LOUNGE - THE BURLESQUE GIRLS dance on stage as GOTTA BRAND NEW SUIT climaxes into a musical interlude with LOUD HORNS and PIANO. THE GIRLS perform a high-energy tap dance--coupled with a European SLAPDANCE, with the slapping of each others bodies and faces integrated with tapping and music. Its very Cabaret, but modernized with contemporary STEPPING. Ali ENTERS the club with her new hair as the number ON-STAGE continues in the background. She looks like a Helmut Newton photograph meets Carnaby Street circa 1965. ON JACK AT THE BAR - He TURNS to see...Ali. Standing there. Hi. ALI (CONTD)

Jack looks her up and down. Blown away. Damn! You like? JACK ALI

JACK No. I like salt-and-vinegar chips. I like Ultimate Fighting. This is waaaaaay beyond like. INT. BURLESQUE LOUNGE - BACKSTAGE - NIGHT All the Burlesque GIRLS are in the dressing room, getting ready for the show. NIKKI Why the hell is everyone creaming their jeans over her? Even Tess! I mean, shes just some tacky girl with white platform shoes from a... Suddenly. Ali---sexy, sophisticated, gorgeous--ENTERS. NIKKI (CONTD) ...fly-over state... Ali pretends she didnt hear. Sits down at her mirror. The girls stare at her, their mouths agape. Ali picks up her mascara wand, starts to do her eyes and looks at Nikki in the reflection of her mirror.

67. ALI (faux innocent) Whats a fly-over state? Ali takes a deft stroke of her lash with the mascara wand, and bats her eyes at Nikki who WALKS OUT. The Girls stare stunned at Ali--then charge forward, gushing over how amazing she looks. INT. LOUNGE - NIGHT - A DOLLED-UP TESS glad-hands GUESTS--then spots Vince who waves. Tess starts to wave back then sees MARCUS--across from Vince in the booth. Tess shakes her head no and spins away. Vince catches up. TESS If I were gonna sell, Id have sold to those idiots building that towering monstrosity across the street. (beat) I said NO, Vince. VINCE Which made Marcus raise his offer. Its obscene, Tess. Trust me--at least hear him out. INT. TESSS CLUTTERED UPSTAIRS OFFICE - TESS Looks at a contract, as Marcus leans in. MARCUS Its very simple, Tess. I buy you out --and pay you a million off the top. (motions to Vince) Five hundred grand each. VINCE (nods eagerly) Seems more than fair. He glances at Tess who squints at Marcus. TESS Why do you want this club so badly? MARCUS (shrugs, joking) As you always say, its got the best view on the Sunset Strip.

68. VINCE (greedy-eyed) You know what you could do with that money Tess? TESS You know what you can do with that money, Vince? VINCE Tess--be reasonable. Were rolling vendors ninety days out. MARCUS The clubs not even worth what you paid for it. Youve got a second mortage--youre not gonna get a third. Tess looks at Vince... TESS Did you also tell him about the tattoo on my ass? VINCE Its business Tess. Not personal. TESS My business. Which I built from the ground up. MARCUS Tess--youre not gonna get another opportunity like this. Exactly. TESS

Tess glances at an old PHOTO of her with The Burlesque Girls. TESS (CONTD) Which is why Im not gonna let it go. She gets up--opens the door--ushering them out. Marcus shoots Vince a look as they exit--and walk downstairs. VINCE The balloon payments due on the first. Shell sell. MARCUS She better.

69. UP TOP - TESS who overheard everything--stands in the doorframe, dejected. She walks back to her desk and plops down-head in hands. For the first time we can see shes worried. Something shed NEVER show anyone. A beat, then she hears: SEAN (O.S.) Well...weve had a pretty good run. Tess looks up to see Sean, standing there. SEAN (CONTD) Maybe its time to just...hang it up. Let it go... Tess looks at him. TESS NO. You cannot say that to me. You cannot be that person. I can eat these 'sky is falling' dip-shits for breakfast, lunch and DINNER. But NOT YOU. You dont get to say that to me. (shakes her head) Ive scoured dirty flea markets for costumes, stayed up all night sewing them, painted the goddamn walls of this place myself and choreographed all the numbers. Ive placed nursemaid, sister and mother to every girl whos ever danced here. Ive hocked every keepsake Ive ever owned to keep this place afloat. Now someone's gotta believe in me, Goddamnit. And I need that someone to be you. So dont you ever let me hear you say that again. I will never let this club go. Never. Sean looks at her...a wry smile. SEAN There you are. Thought Id lost you for a minute. Tess just looks at him. And smiles. He grabs a boa, throws it around his neck and EXITS. Her smile fades. INT. JACKS APARTMENT - LATE AFTERNOON - JACK ENTERS with his keyboard as he HEARS singing from his BEDROOM. He quietly moves toward it as he SEES through the ajar bedroom door--

70. Ali. In bra and panties, getting dressed. She sings a song from the show as she does the moves in front of the mirror. ANGLE ON JACK. Watching her. Mesmerized. His eyes travel to her awesome bod as...he LEANS against the wall and hits a framed concert poster that makes a noise-- Ali LOOKS UP-Jack?!? ALI

Jack pauses, caught, then--tip-toes back to the front door-opens it quietly then...SLAMS IT SHUT. JACK Hey! Its me! Just got home! Ali grabs a dress off the bed--slips into it-ALI Good! Could you zip me up? In a nanosecond--Jack ENTERS the bedroom. ALI (CONTD) Hey. Whereve you been? JACK Rehearsing. ALI Im headed to the club, dont wanna be late. He goes to her. Zips the back of her dress. She turns and looks at him. He fixes her necklace, moving the clasp to the back. Their eyes meet. And linger--for a moment too long. Its as if hes going to kiss her. When...HIS PHONE RINGS. And RINGS. Annoyed, he answers it. JACK Hello...? Heeeey, babe... Ali watches him. The moment is lost. Jack, looks at Ali, then disappears into the kitchen with the phone as Ali HEARS... JACK (O.S.) (CONTD) (hushed) Yeah...shes still here... (then) Well what the hell am I supposed to do?! Ali throws her purse over her shoulder with a sigh and glances at Natalies photo as she walks out.

71. MUSIC UP. An incredibly SEXY SAXOPHONE which takes us to... FULL CLOSEUP - AS ALI STEPS INTO FRAME She starts to sing A GUY WHAT TAKES HIS TIME. PULL BACK to REVEAL shes on-stage singing at the club. ALI A GUY WHAT TAKES HIM TIME, ILL GO FOR ANY TIME. IM A FAST MOVIN GAL WHO LIKES THEM SLOW. GOT NO USE FOR FANCY DRIVIN, WANT TO SEE A GUY ARRIVIN IN LOW. ID BE SATISFIED TO KNOW A GUY, WHAT TAKES HIS TIME... O.S. HER SONG CONTINUES OVER A SERIES OF SHOTS: A) INT. JACKS LIVING ROOM - ALI lies on her stomach on the floor perusing a Fashion Magazine. Across the room, Jack sits on the couch, PLAYING HIS KEYBOARD--UNDERSCORING THE SONG. He looks at Ali. Watching her. Ali feels his stare. Looks up at him. Smiles. Goes back to her magazine. ON Jack. Loving that shes there. B) BURLESQUE LOUNGE - DRESSING ROOM - Ali, Sean and the Burlesque girls get ready. Suddenly...GEORGIA appears at the door. They look up, surprised. She is crying. She looks at everyone and...HOLDS up her ring finger with an ENGAGEMENT RING. Everyone jumps up, and SCREAMS. C) INT. BURLESQUE STAGE - ALI vamps, singing-ALI (CONTD) A GUY WHAT TAKES HIS TIME, ID GO FOR ANY TIME. A HASTY JOB REALLY SPOILS A MASTERS TOUCH. ON JACK. AT THE BAR. He watches Ali sing as he mixes drinks and waits on customers. CAMERA MOVES in on him. Smitten. D) EXT. STREET - AFTERNOON - Ali on the back of Jacks motorcycle, puts her arms around his waist. Jack smiles to himself. Likes this feeling. He revs the engine. Weaving through traffic on the Sunset Strip. The wind in their hair. Her scarf tears away, lifting into the air... E) INT. BURLESQUE STAGE - Ali continues her song. ALI (CONTD) I DONT LIKE A BIG COMMOTION, IM A DEMON FOR SLOW MOTION OR SUCH. WHY SHOULD I DENY, THAT I WOULD DIE, TO KNOW A GUY WHAT TAKES HIS TIME...

72. F) INT. JACKS KITCHEN - NIGHT - Ali lifts a HUGE pot of steaming pasta off the stove, CAMERA LEADS as she precariously carries it to THE DINING ROOM. At the table, Jack, Sean, Tess, Coco and Georgia oooh and aaah as Ali sets the pasta down. Everyone looks at the beautiful dish. A beat, then-ALI (CONTD) Well...eat! Jack digs in and serves the pasta. Everyone breaks into conversation. Passing food. Drinking wine as Ali smiles, loving this moment. The friends. The family. Jack looks over, smiles at Ali. Their eyes lock which takes us to: G) INT. BURLESQUE STAGE - Ali, still singing her song. ALI (CONTD) I CAN SPOT AN AMATEUR, APPRECIATE A CONNOISSEUR IN HIS TRADE. WHO WOULD QUALIFY, NO ALIBI, TO BE THE GUY, WHO TAKES HIS TIME... CAMERA pulls back to reveal...A PACKED HOUSE. The audience goes NUTS as WE SEE a mesmerized Marcus who whistles! INT. THE BAR - LATER THAT NIGHT Ali comes out to meet Jack at the now-empty bar. ALI Hey, lets go out--Ive got all this energy, Im never going to be able to fall asleep tonight! JACK I would but I just got a call to sub in at a recording session-ALI (disappointed) Oh--thats great. JACK Do you need a ride home? ALI No--Ill grab a ride with Coco. Jack nods and grabs his keys from beneath the bar. JACK See you later, Iowa.

73. Ali waves as he heads out the back exit, turning right around coming face-to-face with Marcus Gerber. You ready? MARCUS

Ali just looks at him. He smiles. MARCUS (CONTD) Cmon, Ill drop you off. ALI No, thanks. Im covered. She turns to go to the back. MARCUS But Coco left five minutes ago. Ali pauses, looks at him, realizing he listened to her conversation with Jack. MARCUS (CONTD) Grab your purse...we can talk about your future on the way. MY future? ALI

MARCUS (nods, smiling) Which begins with a ride home from me. As WE CUT TO: EXT. MARCUSS BENTLEY - NIGHT

Speeding along Sunset heading to Beverly Hills. ALI So, whats up with you and Nikki? MARCUS Were friends. Ali nods, dubious. Marcus looks over. ALI Friends dont chew on each others earlobes where Im from.

74. MARCUS Nikkis a flirt. So am I. Sue me... [a beat, then--] Oh, no! What? ALI

MARCUS I forgot... Ive gotta make an appearance at a party. Its on the way. Itll be quick. Ten minutes tops. Do you mind? ALI (shakes her head) And if I say no? MARCUS Then youve been kidnapped. Marcus keeps eye-contact with Ali as he SUDDENLY makes a hairpin TURN without even glancing at the road--heading straight up into the hills. Ali giggles with delight. EXT. MODERN HOUSE - HOLLYWOOD HILLS - ESTABLISHING A sprawling, 60s modern. Walls of glass. Jetliner views. INT. MODERN HOUSE - A FABULOUS PARTY

packed with HIPSTERS and GLITTERATI. MUSIC BLARES. CATERERS weave through with trays of snacks. A TRIO of HOT GIRLS turn, eyeing Ali jealously as Marcus puts a hand on the small of her back, guiding her insideALI Wow...nice house-YOUNG EXECUTIVE Hey, Marcus -MARCUS Hey, how are you--! Marcus shakes his hand but keeps moving--pulling Ali along-Marcus! ANOTHER HIPSTER

MARCUS Hey! Let me get a drink...Ill be right back!

75. Marcus pulls Ali in the opposite direction as SEBASTIAN SCOTT (24) a young, rich, super-trendy Hip Hop Producer in a fitted suit and oversized sunglasses, breezes by with his POSSE. Marcus! Sebastian! SEBASTIAN SCOTT MARCUS

--a pretentious LA Party hello where you dont stop-Marcus points to Ali as they pass-MARCUS (CONTD) Ali--Singer! (points to Sebastian) Sebastian--Record Producer! Marcus ushers Ali along, whispering-MARCUS (CONTD) Sony Music. Hottest producer in the business. He veers Ali in yet another direction, down a hallway avoiding another GROUP trying to say hello. Marcus GRABS TWO wine glasses off a passing tray and puts one in Alis hand as they push through a hallway, a swinging door and into a BUSTLING KITCHEN. Marcus spots several trays with assortments of hors douvres. He picks up TWO huge trays. Marcus! ALI

MARCUS (grabbing two wine bottles) Shhhhhh... ALI Theyre gonna throw us out of here-MARCUS Not if we sneak out first-(kicks open back door) Come on! EXT. BACKYARD - NIGHT - MARCUS & ALI

move outside to a sky of stars over an expansive backyard. Marcus squints, surveying the space--

76. MARCUS Up there... He gestures up some steps to an outdoor gazebo as they pass a COUPLE coming back inside-MAN Hey, Marcus-MARCUS Hey guys. Greg and Marla--this is Ali. They all exchange hellos--and Marcus tries to keep them moving as Ali notices Marlas shoes-ALI Love. Those. Shoes. MARLA Thanks. Louboutins. GREG Great party. As always-MARCUS Glad you could come-ALI WHIP TURNS TO LOOK AT MARCUS--he takes her hand again to pull her along as he whispers... MARCUS (CONTD) Gregs the entertainment editor, L.A. Times. ALI Wait, this is your party? [off his nod] You had to make an appearance at your own party? MARCUS Well, it wouldve been rude if I hadnt. ALI (laughs) Youre completely insane. MARCUS Ill take insane. He guides her up the outside stairs as she looks at him-ALI Loubou--whats?

77. MARCUS (smiles, bemused) Louboutins. Thousand dollars a pop. ALI Damn! Who could afford those? I can. MARCUS

ALI Not fair. I saw them first. He smiles as they reach the top of the stairs to the gazebo overlooking the city. Ali pauses, looking out at the massive, glittering view of Los Angeles-ALI (CONTD) Oh my god. So that's what LA looks like....I've never seen ALL of it before. [taking it in] This is an amazing view. MARCUS It should be. Cost me three times what the house did. (off her look) See that strip mall? ALI You own that too? MARCUS Nope. But I own everything above it. ALI There is nothing above it. MARCUS Sure there is. MY VIEW. ALI Cmon. You bought the air? MARCUS The air rights. They can never build above that one story. The owner was having money issues, and was almost forced to sell, until I bought his-ALI Air rights.

78. MARCUS Quick study. So, he keeps his property--and for a gazillion dollars--I keep my view... Ali smiles at the irony, looking out. ALI Well...it was worth every penny. MARCUS Second best view in all of L.A. ALI Whats the first? He gazes pointedly at her. She rolls her eyes-ALI (CONTD) How many girls have you used that line on? MARCUS None that ever called me on it. Ali raises her brows, bemused and sits. A beat, then he follows suit. For a minute both look out... billboards...neon signs, and lights of L.A. Marcus refills her wine glass. They clink. But instead of sipping his, he STARES at her. Feeling self-conscious she peers back. MARCUS (CONTD) What do you want? What? ALI

MARCUS With your life? What do you want, Ali? We all want something. What do you want? ALI Uh...uh, I dont know...no ones ever asked me that. MARCUS Well, good. Im your first. Its been a long time since Ive been someones first. But Im still waiting... ALI I dont know. I guess, just not to be...ordinary.

79. MARCUS Well thats easy. Cuz youre not. ALI (smiles) Thanks. Marcus moves in close--leaning in to give her a kiss. ALI (CONTD) (pulling back) Whoa. Down boy. MARCUS Youre right. My bad. (sips his drink, casual) So...how bout those Lakers? Ali laughs as WE TIME DISSOLVE: INT. MARCUS HOUSE - 4 AM - A SLEEPY-EYED ALI Walks though the now-empty house, MUSIC BLARING. She passes a COUPLE making out, a GUY who tokes a joint and holds it up. Ali motions no thanks then enters the living room to see-MARCUS--drink still in hand--fast asleep on a She shakes her head, takes the drink from his down--and CLICKS off the lamp above him. Ali from the floor and sits on a sectional across Bertolli Chair. hand, sets it takes his jacket from him.

She slips off her shoes--lays down on the couch--fluffing a designer pillow beneath her head. She pulls Marcus jacket over her for a blanket, closes her eyes...and falls asleep in front of the fireplace. INT. JACKS DARKENED APARTMENT - NIGHT - JACK

quietly lets himself in. He tiptoes over to the bedroom, peering into the darkness. After a moment-Ali? JACK

He flips on the light to see the still-made bed, no sign of Ali. The bedside clock reads 4:45 a.m. He hears a meow and looks down at the cat, picking it up he flips the light switch back off.

80. INT. BURLESQUE LOUNGE - NIGHT - BACKSTAGE DRESSING ROOM Coco, Nikki, Jesse, Sean and the rest of the girls are there getting ready for the night. Ali RUSHES into the room-ALI Oh God--so sorry Im late! COCO (looking up) Someone has a package waiting! Ali looks over and SEES...a LARGE gift-wrapped BOX sitting on a table. Ali picks it up curiously and OPENS the card. It reads: You saw them first. She tears it open. Blinks at that pair of LOUBOUTIN HEELS she saw the woman wearing at the party. She smiles. JESSE Fabulous shoes-Nikki looks at them confirming their authenticity-NIKKI Louboutins...? [a beat] Whos the sucker? Tess looks at Ali, as all eyes turn. But her lips are sealed. TESS Okay, girls. Break it up. Cocopuff. Shake a leg. Youre up next-then Ali-cat. Tess EXITS as Ali smiles, melancholy. ALI Aaahhh. My Nanna used to call me her Ali-cat. SEAN Yet ANOTHER fascinating story! Ali FLIPS him off-NIKKI Why doesnt she have a nickname for me? She does. SEAN

NIKKI Well she never uses it.

81. SEAN Sure she does. When? NIKKI

SEAN Just after youve left the room. Nikki sneers and walks out. A beat. The girls, including Sean, all share a look-EVERYONE TOGETHER Coke-whore. They all crack up. Ali slips her new shoes on. Prances around, admiring them in the mirror-- as she HEADS out-ALI Im gonna give these babies a whirl. INT. BAR AREA - JACK plops down drinks as SOMEONE covers his eyes with their hands. Guess who? ALI

He turns to look at Ali who smiles. ALI (CONTD) Where were you? I got in this morning and you were gone. JACK I went surfing. Needed to clear my head. Where were you? ALI Oh... it was funny actually... last night after you left--actually everyone left and...Marcus gave me a ride-JACK Marcus the a-hole? ALI Hes not though. I was wrong. Hes so sweet. She strikes a dramatic pose-- showing off the new shoes.

82. ALI (CONTD) Totally amazing, huh? Louboutins. A thousand dollars. JACK And last week we couldnt afford HBO. ALI It was a gift--from Marcus. I saw this woman wearing them and I mixed up the name and...well--you--you had to be there... Jack couldnt be more irritated. Totally. JACK

ALI (squints at him) Whats wrong? He looks at her--about to speak--as flustered Sean scurries over to Ali-SEAN Bitch! Youre on! Oh, Shit! ALI

She races off through the club, disappearing backstage. Jack watches her go, depositing the girls drinks. CUE MUSIC: LOW ANGLE - THE STAGE - ALI and the Burlesque girls vamp forward--and perform STRANGE THINGS HAPPENING (Etta James) A decadent, rockin dance/singing number. Scantily clad girls pose and dance on chairs with colored images projected against them--a rock fantasy with burlesque moves. (Think Fosses All That Jazz) ALI (CONTD) WELL I STAY OUT LATE AT NIGHT. I DONT TREAT MY BABY RIGHT. THERES STRANGE THINGS HAPPENING EVERY DAY... WE HEAR ALI SINGING OVER SERIES OF SHOTS: A) EXT. MULHOLLAND - ARIAL SHOT - THE CAMERA moves down the Hollywood Hills and FINDS Marcus BENTLEY winding through the canyon. WE PUSH in to see Marcus talking animatedly behind the wheel. In the passenger seat, Ali listens intently as they speed through the canyons of L.A.

83. B) INT. BURLESQUE STAGE - ALI sings--the girls backing her. ALI (CONTD) THE LOVE THAT YOU REFUSE, SOME OTHER GUY CAN USE. STRANGE THINGS ARE HAPPENING EVERY DAY. OOOOH EVERY DAY! EVERY DAY! BARTENDERS

ALI EVERY DAY! THERES STRANGE THINGS HAPPENING EVERY DAY... C) INT. JACKS DARKENED APARTMENT - NIGHT - JACK enters. Flicks on a light. FINDS A NOTE from Ali. It reads: Out with Marcus. Be back later. Love, Ali. Jack tosses it in the trash as-D) CLOSE SHOT - ALI SINGS, channelling. ALI (CONTD) WELL, ID NEVER MISS MY WATER, UNTIL MY WELL RUNS DRY. STRANGE THINGS HAPPENING EVERY DAY. WE WIDEN to see shes sitting at a baby grand with an OLD TIME JAZZ PIANO PLAYER (65) who pounds the keys as she belts to a growing CROWD of Industry FABULISTAS at a MARCUS PARTY. Marcus watches, enthralled as Greg--the LA Times Entertainment Editor--strides up, shaking his head. GREG Shes good. Marcus nods, watching as ALI WAILS-ALI THEY WONT BE SATISFIED, TIL THEY SEE TEAR DROPS IN MY EYES. STRANGE THINGS ARE HAPPENING EVERY DAY... E) INT. JACKS APARTMENT - LATE NIGHT - A TIPSY ALI enters-spotting Jacks silhouette on the couch. She whispers-Jack? ALI (CONTD) You up?

WE HEAR light SNORING. She heads to her bedroom as WE SEE Jacks eyes are open. F) INT. BURLESQUE STAGE - ALI moves in synch with the Girls.

84. ALI (CONTD) STRANGE THINGS ARE HAPPENING EVERY DAY. OOOH EVERY DAY! EVERY DAY! BARTENDERS

ALI EVERY DAY! THERES STRANGE THINGS HAPPENING EVERY DAY... In a booth, Marcus watches Ali, mesmerized. WE PAN to Jack at the bar, who rolls his eyes, grossed out. ALI (CONTD) WELL YOU THOUGHT I WAS A FOOL, BUT I GOT NEWS FOR YOU... STRANGE THINGS ARE HAPPENING EVERY DAY. Jack looks over to see NIKKI watching how entranced Marcus is by Ali. She storms over--a total mess--confronting Marcus as-ALI (CONTD) I THINK I FOUND SOMEONE NEW, AND I THINK ITS THROUGH WITH YOU. IN THE WINGS--TESS pauses watching Nikki arguing with Marcus. Tess turns to see VINCE nuzzling the new COCKTAIL WAITRESS in an alcove. She shakes her head, walking off. ON-STAGE Ali finishes-ALI (CONTD) STRANGE THINGS ARE HAPPENING EVERY DAY...YEAAAAAHHHHH!!!! STRANGE THINGS ARE HAPPENING! HAPPENING! EVERY DAY! The SONG ENDS in a flourish as a CAMERA FLASHES! WE FREEZE FRAME on AN ICONIC IMAGE of ALI belting on-stage-with the Burlesque Girls striking poses behind her! WE WIDEN to see its a COLOR PHOTO on the front page of the LA TIMES CALENDAR SECTION--as Sean drops it in front of Ali at her make-up mirror. SEAN (reading headline) Burlesque has a voice... Coco, Scarlett and Nikki crowd in and look at the article as Ali stares, stunned at her image.

85. ALI Oh my God. Oh My God! SCARLETT (squints) I look fat. COCO Wow...thats major. Nikki is visibly stunned, turns and walks off. NIKKI No. Thats bullshit. O.S WE HEAR A PHONE RING over-INT. MARCUS HOUSE - A BLEARY-EYED MARCUS With major bed-head, sips coffee, and answers his phone. WE INTERCUT with his buddy Greg, the editor from the LA TIMES. What up? MARCUS

GREG You see Calendar today? MARCUS Not yet. Why? GREG Check it out. Youre gonna love me. Marcus lifts the TIMES, pulls it out and freezes at ALIS PHOTO--and caption: BURLESQUE HAS A VOICE. A beat, then-GREG (CONTD) Im not hearing the love. Do you realize what this is gonna do for your girl? MARCUS (smiles) Yeah. I do. Youre the best, Greg. Thanks. EXT. BURLESQUE LOUNGE - NIGHT - A PACKED LINE Of chattering HIPSTERS snakes down the block. MUSIC UP: JUNGLE FEVER by the CHAKACHAS. ON STAGE - DAREDEVILS MISSY and KITTEN DEVILLE

86. Wearing striped stockings, corsettes, and tons of cleavage. They swing on a trapeze out over the audience a la Cirque. Playing the comedy, grabbing each other in all the right places. Its classic Burlesque. Unusually bawdy...at once, suggestive, funny and very skillful. Find ALI as she ENTERS the club, harried, carrying her dance bag, FOLLOW her through the club-- the BACKSTAGE AREA-- AND INTO the DRESSING ROOM. Coco motions to her station. COCO From Mr. Louboutin--I assume? Ali looks to see a huge spray of red roses. She snags the card which reads: To the best view in LA. M INT. PACKED, BOISTEROUS LOUNGE - ALI Strides to a booth--to see Marcus who stands, handing her champagne. MARCUS The girl of the moment... ALI Did you see the story in the Times... MARCUS Baby, I placed the story in the Times. Ali looks at him incredulously as he guides her over to-SEBASTIAN SCOTT, THE young MUSIC PRODUCER, blinged out with sunglasses, hanging at a table with a COUPLE THUG-ISH GUYS. MARCUS (CONTD) Ali, I want you to officially meet Sebastian Scott. Sebastian sets Ali in his sights. SEBASTIAN SCOTT You rocked that. ALI Th--thank-you. SEBASTIAN SCOTT Thank you. Youve got something. Ali shrugs humbly--

87. SEBASTIAN SCOTT (CONTD) Id love to get you in a studio sometime... Really? ALI

Sebastian gets a text and motions 1 sec--checking it as Ali looks at Marcus--thrilled. A beat, then he looks up-pocketing his cell. SEBASTIAN SCOTT Gotta bounce. (to Marcus) Lets hook that up when I get back from Miami... Sebastian and Marcus shake/hug as he nods to Ali. She nods, smiling as Sebastian and his POSSE walk off. A beat, then Ali looks at Marcus overwhelmed. ALI Did that just happen? AT THE BAR - JACK looks out and spots Ali--as she hugs Marcus. Jack shakes his head, turning away to see Sean, who cocks a brow. SEAN You snooze, you lose. ON THE FLOOR - ALI smiles, pulling back from Marcus. ALI Youre like...my guardian angel. Angle back to the look on Jacks face. INT. BACKSTAGE - TESS So happy with the crowd, she floats through singing DIAMONDS ARE A GIRLS BEST FRIEND to herself. She passes Sean, laden with armfuls of costumes-TESS Some crowd out there! He DUMPS half of the costumes into her arms-SEAN These are begging for your glue-gun expertise.

88. EXT. BURLESQUE LOUNGE - PARKING LOT - TESS heads out back to her car, arms full of DAMAGED COSTUMES. As...Nikki EXITS the club, SPOTS Tess and storms over. NIKKI Tess. We need to talk. Tess bee-lines to her car with Nikki trailing her. TESS What now, Nikki? Im having a good night, dont bring me down. NIKKI Its that goddamn Ali. I mean, Ive been here since the beginning. We all built this together. And you put her up front. She hasnt even paid her dues. TESS Ill get her to write a check tomorrow. NIKKI Its like its HER show now! TESS No Nikki--its not HER show. Its MY show. But people want to hear her sing. Shes bringing em in off the streets. Im just trying to survive. NIKKI Well so am I! I can sing too! Ive been telling you that for years. But you dont give a shit. You told me this was a dance troupe. Now suddenly its NOT? Nikki-TESS

NIKKI And you expect me to dance behind some girl who struts in here with a new pair of Louboutins because she slept with Marcus Gerber? TESS Youre high. This conversation is over.

89. NIKKI I wont be upstaged by some slut with mutant lungs! Tess reaches her car-- throws the costumes and shoes down-TESS So dont be! [beat] Look...maybe its just time for you to move on. NIKKI What? Youd destroy our friendship and break up the group for some girl you barely know!? TESS Since when do you care about our friendship? Since when do you care about this group? Youre a trainwreck Nikki! You put Tequila in your goddamn cereal! You think youre making us look good? Nikki just looks at her. NIKKI Okay, then. I quit. Nikki stomps off-TESS Nikki...wait! NIKKI (turns back, pissed) --And Marcus says youre losing the club and its closing anyway! (mocking her) They dont come to hear us sing. Dumb bitch! Nikki FLIPS HER OFF and keeps walking-- then turns back for one final... NIKKI (CONTD) Oh, And just so you know. I slept with Vince the day after your honeymoon. Tess eyes narrow and PUMP and HURLS it. It the back of the head. at Tess incredulously she reaches down--grabs a HIGH HEELED FLIES through the air and HITS Nikki in Nikki SCREAMS, whips around and looks as she SEES...

90. Tess is now running right at her. Nikki turns and bolts-heading for her car. She jumps in. Locks the door just as Tess reaches her and SMASHES her fist on the window and KICKS the door hard with her foot. Nikki starts the car and takes off...screaming out her window-NIKKI (CONTD) You crazy bitch! And Nikki screeches away leaving Tess standing in the parking lot alone. EXT. JACKS DARKENED APARTMENT - LATE NIGHT - ALI quietly enters, closes the door and heads for the bedroom. She stops suddenly--realizing the door is closed and LOCKED. She pauses about to knock--then thinks better of it. She sighs, then heads to the couch, fluffs a pillow, lies down. She lies in the darkness, gazing out. WE PAN RIGHT through the wall to see a pensive Jack lying awake on the bed--the cat on his lap. WIDE ANGLE - LOS ANGELES - SUNRISE CLOSE ON sleeping Ali. WE HEAR the coffee GRINDER. Then FOREIGNERS COLD AS ICE BLARES! Then a stack of pots and pans CRASH to the floor! Ali abruptly sits up, looks into the open kitchen to see Jack rise from the floor. He looks at her, faux-innocent-JACK Oh hey. Didnt know you were there. Did I wake you? Ali rubs her eyes, getting up. Jack takes in her cocktail dress. JACK (CONTD) Little overdressed for breakfast... ALI My pajamas were in the bedroom. Didnt wanna wake you. He smiles tightly and he GRABS a stack of his clothes and moves off to the bedroom. JACK Oh--Im taking the bedroom back... I mean, since youre never here anyway...

91. ALI Whats that supposed to mean? Ali FOLLOWS him into the bedroom--he looks at her clothes strewn around the room--and faux smiles again-JACK Your clothes are...everywhere. ALI (collecting them) Sorry-He sets his clothes on the dresser--moving a pile of stuff-JACK ...blow dryers and hair irons and make-up and.. Jack... ALI

He turns and walks out. A beat, then Ali follows -ALI (CONTD) Why do I think this isnt about dirty laundry and make-up? JACK (casually) Hey, I get it. Big house in the hills, fancy shoes, expensive restaurants-- and a Bentley. ALI Excuse me?! This is crazy! JACK You got that right. Jack goes back into the bedroom and SHUTS the door -Ali sinks onto the couch. Then she picks up a dart, THROWS it at the dart board across the room and MISSES, almost hitting the cat--which JUMPS up and MEOOOOWWWS! Jack POKES his head back out the door-JACK (CONTD) And try not to kill the cat. And SLAM! MUSIC UP: A sexy, grinding vocal...

92. INT. BURLESQUE LOUNGE - NIGHT - ONSTAGE - ALI

emotes Etta James TOUGH LOVER backed by the girls. ALI WELL, IVE GOT A LOVER THAT MOVES ME SO, HE SURE KNOWS HOW TO ROCKN ROLL. CAUSE HES A TOUGH LOVER. YEAH, YEAH! HES A TOUGH LOVER. WHOOOOAH! HES A TOUGH LOVER, YEAH, YEAH! TOUGH LOVER, AH-HA! WHEN HE KISSES ME, I GET A THRILL. AND WHEN HE DOES THAT WIGGLE, I CANT KEEP STILL! CAUSE HES A TOUGH LOVER... EXT. SUNSET TOWER HOTEL - NIGHT CLOSE ON: A DIAMOND RING as it is placed on the hand of...a VERY PREGNANT Georgia. Wearing an adorable mini-skirt maternity wedding dress. She looks at DAMON, her SEXY BLACK GROOM with love and devotion. Ali, Tess, Coco, Sean and Jack, all watching the ceremony. Ali looks over at Jack. He looks at her, then away. EXT. SUNSET TOWER HOTEL - THE RECEPTION is under way. GUESTS are drinking, celebrating, dancing with the iconic backdrop of Hollywood beneath them. Ali with Sean, Coco and Tess stand drinking and overlooking the city. Ali glances at Jack, on the opposite side, talking exasperated on his cell phone. JACK --I bought you the ticket, all you had to do was get on the plane... NATALIES VOICE I barely even know Georgia... JACK I didnt invite you for Georgia. We havent seen each other in over 6 months. (a beat) Hello? (another beat) Natalie...?

93. NATALIES VOICE The theater company offered me the next play...and I kinda agreed. To stay. JACK So, without consulting me, you made a decision about our future. NATALIES VOICE No, I made a decision about my future. Jack looks up and over at...ALI ON THE BALCONY. moonlight on her bare shoulders. JACK You know youre right, we both should probably be thinking about our futures. And I might be looking at mine right now. NATALIES VOICE Whats that supposed to mean? JACK I think we should start seeing other people. Break a leg, baby. With that, Jack hangs up. He looks over at Ali. His cell RINGS immediately. He SEES its Natalie. Shuts it off. Grabs a drink off a passing tray... INT. TOWER HOTEL - BEDECKED BALCONY AREA - LATER The

A GUEST is just finishing a toast to the married couple. A round of APPLAUSE and HOOTS and HOLLERS. Then we move to a table to find Coco, Georgia, Damon, Sean, Jack, Ali and Tess. Tess rises from his table to propose a toast. TESS Georgia, Damon...I wish for you a long and happy marriage. Your commitment to one another is inspiring. Well miss you Georgiegirl, but youll always be a part of our family. Everyone toasts and cheers. Then Jack stands next to Tess with his glass raised, says...

94. JACK And Id like to add that --I have the two of you to thank for making me realize that a committed relationship is both people working to create a union in which the whole is even greater than the sum of its two halves...or whatever that quote is, Im well into being... more than a little drunk... (raising his glass) To Georgia and Damon... Everyone raises their glasses again. Someone DINGS theirs and Georgia and Damon kiss. Jack sits back down, as Sean fixes him in his sites. SEAN So...Im getting from your toast that a certain someone wasnt committed enough to get on a plane this weekend...? Bingo! JACK

SEAN Im sorry... Im not. JACK

Everyone at the table turns to look at Jack, surprised. He glances at Ali to see her reaction, then looks back at Sean. SEAN Well then, this calls for yet another toast...heres to-JACK (interrupting) Seeing other people. As Jack drinks, his eye flickers over to meet Alis, before they immediately both look away. Ali downs a drink. INT. SUNSET TOWER - DANCE FLOOR - NIGHT A sexy, cool DEEJAY (28) spins records. Ali grooves on one side, Jack on the other. drink. Jack grabs a glass off a tray. Ali downs a

95. They steal glances, then look away. Jack is clearly tipsy. Ali wipes the sweat from her brow, drunk too. Both turn around simultaneously, facing one another-breathing hard. Ali turns away, to walk off--but is surprised as Jack playfully PUSHES her from behind! She whips around! Hey! ALI Whatre we...in junior high?

Jack looks at her through heavy lids, playfully drunk. JACK You mad at me, Iowa? Cmon, bring it on-The slow song LETS GET LOST by Chet Baker begins. COUPLES slow dance around them as they stand there... JACK (CONTD) (points at D.J.) I LOVE THIS SONG, MAN!!! Ali starts to walk off--he shadows her -JACK (CONTD) So...Mucus couldnt make it, huh? ALI Marcus. And, I didnt ask him. JACK Good! Now dance with me woman -ALI No, youre just drunk-Jack reaches out, swinging her back around. He pulls her close, and after a moment, Ali relaxes into his arms...laughing at him. He starts to softly sing along. JACK Lets defrost in a romantic mist...Lets get crossed... off everybodys list... To celebrate this night we found each other, mmmmm, lets get lost... Ali looks at him. ALI Why--Mr. Jones--you are quite the crooner...

96. Ali laughs as Jack twirls her again...as they get lost in the drunken-ness of the night... AT THE BAR - A TIPSY SEAN AND COCO stand side-by-side. Sean watches Ali and Jack, clearly stealing the show. He shakes his head. But Coco is watching the incredibly sexy DEEJAY spin his records. The Deejay glances down at them. COCO That DJ is hot. You think? SEAN

COCO Yeah, and he keeps looking over here... Coco smiles flirty at the DJ--who smiles back. SEAN I think hes cuckoo for Coco-puffs. They both look at each other and crack-up giggling like two drunk girls. CLOSE ON - A KEY TRYING TO GO INTO A LOCK It disappears from view, we hear the keys CLANK to the ground, then giggles. ALIS VOICE Whoopsie daisy -We pull back to reveal Jack and Ali, drunk, staring down at the keys on the ground. Jack leans towards her. JACK Whoopsie daisy? ALI My nanna used to say it all the time...that and upsie jumpsie. JACK Upsie jumpsie? (running it together fast) Upsie jumpsie, whoopsie daisy, upsiejumpsie, whoopsie daisy, upside jumpsie -(MORE)

97. JACK (CONT'D) (abruptly stops) When would she say that? ALI When she wanted her dog to get on the bed with her...that is... (drunken whisper) When she was alive. Their eyes meet. An electric moment. Their chemistry is palpable. A heartbeat passes... ALI (CONTD) (trying to be serious) The dog or Nanna? Ali bursts out laughing! Jack too, as he PUSHES the door open and they FALL INTO THE APARTMENT. INT. JACKS APARTMENT - NIGHT

Jack and Ali stumble in, Jack knocks the lamp over trying to turn on the light--it BREAKS. Ali giggles as she plops down on the couch, giggling and struggling to take off her leather boot-Jack fumbles with the lamp. Laughing too. Ali looks up at him. Their eyes meet again. Regaining composure, he turns on his heel, heading to the bedroom. At his bedroom door-JACK Night, then. Ali looks confused at the finality of it, but nods. Night... ALI

Jack disappears into the bedroom, shuts the door. Ali stares at the closed door for a moment, perplexed. Sighs. Then undoes her bra, threading it through her top as... Suddenly--Jacks door FLIES open. Ali looks up to see he is dressed in matching flannel Rudolph the Red Nose Reindeer pajamas, but he stands leaning against the door frame like Hugh Hefner in his finest silk smoking Jacket. ALI (CONTD) Wow...cute PJs. JACK A gift from my mother. Never worn em.

98. ALI

Go figure.

Jack walks past Ali, toward the door. JACK Forgot to check the door. (checks door) Locked. Night. ALI Night again. Very officious, he walks back to the bedroom and once again shuts the door. Ali smiles to herself, plumps up her pillow as the DOOR FLIES OPEN again--to Jack standing without the top, just pants. JACK Water. No hangover. Jack stumbles past Ali to the kitchen, drinks from the tap. After a moment he returns to the bedroom, nods back at Ali. Night. JACK (CONTD)

Ali just nods. He closes the door. This time, Ali just smiles... waiting. After a quick moment, the door is thrown open once again. Jack stands there, in only his boxers now. JACK (CONTD) Im starving. Jack walks past her to the kitchen--opens a box of cereal, pours it into his mouth--opens the fridge, pours the milk into his mouth too--and returns to the bedroom crunching. He closes the door...then, just as quickly, opens it, walking out. JACK (CONTD) I know I forgot something else... but I just cant remember what. [to himself] Door locked, water, food... Jack wanders out into the apartment, walking past Ali -- and we see from behind he is absolutely butt-ass naked. She bursts out laughing -- he turns toward her. JACK (CONTD) Whats so funny...? She covers her face, laughing. He casually looks down.

99. JACK (CONTD) Well, I never! Jack strides back to the bedroom, shutting the door. After a moment, he comes back out dressed in an old, flowered bathrobe and a fur-lined bright orange hunting cap. JACK (CONTD) Now I remember what I forgot to do... What? ALI

JACK (suddenly serious) Kiss you good night. And even in that ridiculous outfit he is so SEXY. Ali cant even speak, he crosses to her--takes her in his arms, and they make out like crazy, making up for all the lost time. INCREDIBLE strings and MUSIC UP, HOW DO YOU SPEAK TO AN ANGEL. CAMERA PANS UP OFF OF THEM TO... INT. BURLESQUE LOUNGE - ALI STEPS INTO FRAME ON STAGE, SINGING-ALI HOW DO YOU SPEAK TO AN ANGEL I'M COMPLETELY IN THE DARK WHEN YOU KNOW THAT YOU'VE JUST MET AN ANGEL IS THERE A PROPER REMARK... CARRY MUSIC AS CAMERA PANS UP OFF OF ALI...AND DRIFTS BACK DOWN TO... ALI AND JACK IN BED. In post coital bliss. Ali enveloped in the sheets. Jack lays across the bed just staring at her...drunk with lust. JACK God...I wish I had a cigarette right now. Me too. ALI

JACK I didnt know you smoked. I dont. ALI

100. JACK

Me either.

They crack up. CAMERA PANS UP AND OFF OF THEM...AND DRIFTS BACK DOWN TO... ALI ON STAGE SINGING...LIGHTS BLASTING. ALI WE WERE ALONE FOR A MOMENT WHY WAS I LOST IN A CLOUD DO YOU SPEAK TO AN ANGEL IN A WHISPER. OR DO YOU JUST SAY I LOVE YOU OUT LOUD... CAMERA PANS UP OFF ALI...AND DRIFTS BACK DOWN TO... ALI AND JACK IN BED. Ali lays in a different position, sexily wrapped in the sheets. Jack traces the outline of her lips with his finger... ALI (CONTD) Well, its official. What...? JACK

ALI You are definitely NOT gay. They both crack up. CAMERA PANS UP OFF OF THEM...AND DRIFTS BACK DOWN TO... ALI ON STAGE...BELTING OUT... ALI (CONTD) WE WERE ALONE FOR A MOMENT WHY WAS I LOST IN A CLOUD DO YOU SPEAK TO AN ANGEL IN A WHISPER. OR DO YOU JUST SAY I LOVE YOU OUT LOUD CAMERA PANS UP OFF OF ALI...AND DRIFTS BACK DOWN TO... ALI AND JACK IN BED. Alis leg in the foreground, ala The Graduate, she is putting on one fishnet stocking. Jack sits against the headboard, wearing ONLY a hat, smoking a cigarette, watching her every move, mesmerized. ALI (CONTD) What about Natalie...?

101. JACK (beat) Natalie who? Ali smiles, puts the stocking on, rolling it up over her shapely leg and up her thigh, then very slowly takes it off, and looks at Jack. Jack hits his chest, struck by cupid, and says... JACK (CONTD) Do it again. She giggles, repeating the sexy act for him. CAMERA PANS UP OFF OF THEM, AND DRIFTS BACK DOWN TO... ALI ON STAGE, THE BIG FINISH... ALI WE WERE ALONE FOR A MOMENT WHY WAS I LOST IN A CLOUD DO YOU SPEAK TO AN ANGEL IN A WHISPER. OR DO YOU JUST SAY I LOVE YOU OUT LOUD. INT. BEDROOM - JACK AND ALI - MORNING curled up together in a twist of sheets, their respective eyeliners smeared--Alis platinum bob sticking up in all directions, half a fake eyelash stuck to her cheek. EXT. JACK APARTMENT - CLOSE SHOT - THE FRONT DOOR as the LOCK turns...It opens as WE SEE a WOMANS HIGH HEELS-as they step over the cast off BOOTS, a broken LAMP, a lacy black BRA. The shoes pause. INT. BEDROOM - ON THE BED - JACK AND ALI

WE PAN to the bedroom door as it OPENS. The SHOES enter and STOP COLD. WE TILT UP a pair of shapely legs, past a well placed torso, to the enraged face of: I KNEW IT! NATALIE

Jack bolts straight up in bed, takes her in-Natalie! JACK

102. ALI (blinks, stunned) Natalie? NATALIE Thats right, bitch. (looking Jack in the eye) Like a sister my ass! JACK Natalie, I--lets talk about this in the living room-NATALIE I dont want to talk about this in the goddamn living room! Jack goes to get up, pulling the sheet with him--Ali quickly yanks it back--giving him an incredulous look -JACK Sorry, sorry -He quickly locates his boxers, slipping them on -NATALIE Im such an IDIOT! Jack pushes Natalie out the door, as Natalie continues to GLARE down at Ali-NATALIE (CONTD) I THINK ITS TIME YOU HIT THE ROAD! Jack pulls the door shut, leaving a stunned Ali to listen to the muffled sounds of their argument. NATALIES VOICE ...THEN EXPLAIN IT TO ME -Jacks voice, quieter, more muffled--Ali pulls the sheet around her, catching a glimpse of herself in the mirror -smeared make-up, GOD, she quickly looks away--searching for her clothes--getting dressed item by item... NATALIES VOICE (CONTD) ...AND I MEAN NOW! SLAM. Silence. After a moment, Jack re-enters the bedroom. ALI Im so embarrassed-* *

JACK I am so sorry--

103. JACK I had no idea she would -We are! JACK JACK I dont know! Ali shakes her head. JACK (CONTD) You think--you could find somewhere else... ALI You want me to leave? JACK Just tonight. Shes back on the next flight tomorrow morning -ALI (devastated) ALI I thought you were -ALI Then why did she-* * * *

Oh.

Ali quickly looks away--gathering the rest of her stuff. JACK Im sorry. Do you need money for a motel? Or--or maybe stay at Seans-Ali stifles him with a glare. ALI Ill figure it out. She grabs her bag and brushes past him. takes off after her to the living room. JACK Ali, wait. Please. Ill -(as the door SLAMS) ...call you. (a beat) Shit. CUT TO BLACK. A beat, then a SPOTLIGHT shines. ON STAGE - ALI begins to SING a big soulful, wildly exuberant song, intercut with the following sequence. WE FOLLOW as he

104. ALI NOBODY STANDS IN BETWEEN ME AND MY MAN, IT'S ME AND MR. JONES...YOU THOUGHT I DIDN'T LOVE YOU WHEN I DID...CANT BELIEVE YOU PLAYED ME OUT LIKE THAT. EXT. SEANS APARTMENT - MORNING - ALI KNOCKS on a door, clutching her suitcase. A beat, then a goodlooking GUY, whos obviously just woken up, answers with a blanket wrapped around him. We recognize him as the DJ from the wedding. Ali just looks at him. ALI Oh. Im sorry. I think I have the wrong apartment. GUY You look familiar... ALI So do you...but Im looking for Sean. (off his blank look) Brown hair, about 510, early 30s? GUY Oh. Sean! I thought he said John. Hes asleep. Come in. The guy turns and shuffles inside. Ali follows as he leads her into the bedroom. The guy points to Sean asleep in bed. That him? GUY (CONTD)

Ali nods as Seans eyes open, confused to see her. Hi Sean. ALI

SEAN What are you doing here? ALI Its a long story. Sean looks over and notices the guy in the blanket. SEAN Ali, this is--Mike.

105. GUY

Mark.

SEAN Mark??? [then, non-plussed] Oh... Anyone want coffee? ALI Ill make it. You two get acquainted. INT. SEANS KITCHEN - ALI looks out the window at grimy Hollywood as her cell RINGS. She pauses, thinking its Jack, then answers to HEAR: MARCUSS VOICE Hey there... ALI Oh, hi Marcus... MARK (yawns, walking by) Is the coffee ready? MARCUS Whos that? ALI Mark. Or Mike. Jurys still out. MARCUS Should I be jealous? ALI Only if you had your eye on Sean. MARCUS You sound down. ALI (pauses, then--) Maybe a little... MARCUS Well I know JUST the cure for that. ALI And whats that? MARCUS ME. But you turned me down.

106. A beat as Ali thinks about this. Then-ALI Havent you heard? No is the new yes. INTERCUT - THE SPOTLIT STAGE - ALI belts, continuing number. ALI (CONTD) YOU CAN'T KEEP LYING TO YOURSELF LIKE THIS. CAN'T BELIEVE YOU PLAYED YOURSELF OUT LIKE THIS... INT. JACKS APARTMENT - DAY - JACK

leans down, collecting clothes Ali left behind, when he sees a plastic bag peeking beneath the couch. He opens it, takes out the broken frame and torn old PHOTO of Ali, her mother and Nanna. Jack sits on the couch, staring down at ten year old Ali, fragile, young, beautiful... He gently traces her face with his finger tip--as O.S. WE HEAR: A KEY in the door. He turns expectantly to see...NATALIE. Talking before shes even closed the door behind her. NATALIE I forgive you, Jack, I do... Jack puts the photo down beside him, stands to face her. Natalie... JACK

NATALIE Its okay, I understand. I was gone a long time, you were lonely...but we can make this work. Come to New York. Well start fresh. JACK New York...? My life is here. NATALIE They have bartenders in New York. JACK (stung) Im talking about...my music. NATALIE Jack, your musics the past. Youve given it a good shot. (MORE)

107. NATALIE (CONT'D) Come to New York. Its time to figure out your future. Jack nods and looks at her. JACK Youre right. He picks up her bag and puts it in her arms. JACK (CONTD) And I just did. Good-bye Natalie. She looks at him...stunned as he opens the front door. She scowls, shaking her head and walks out as SLAM! INTERCUT - THE SPOTLIT STAGE - ALI turns, big finish-ALI BUT I COULD SWEAR THAT WE WERE THROUGH, I STILL WANT TO WONDER 'BOUT THE THINGS YOU DO. MR. JONES... EXT. SEANS APARTMENT BUILDING - ALI

walks out with her suitcase toward Marcus BENTLEY. Marcus takes it, opening the door. We watch as his Bentley takes off. It rounds the corner as WE HOLD and see JACKS MOTORCYCLE thunder up. He gets off, runs to the building. EXT. SEANS APARTMENT - IN THE STAIRWELL - JACK races up. Up-top, Sean and Mark--exchange awkward good-byes. Well, bye. SEAN

MARK You...take care.

Sean.

Mark turns, heading down as Jack races up--calling-JACK Is Ali here?! MARK (as he passes Jack) Gone... Mark continues down--Jack whips around, looks at him, then back up at Sean who nods.

108. SEAN With Marcus. Shit! JACK

SEAN I told you to pounce. I told you she liked you. When opportunity knocks--you gotta open the door. It doesnt keep knocking. Jack pauses, turns away, slowly walking back down the stairs. SEAN shakes his head, then turns to go back inside and as he pauses, NOTICING... MARK...who looks up at Seans window, hesitating--then gets in his car. Sean stands there--realizing hes doing the same thing. A beat, then Sean steps back out. Hey, You! SEAN (CONTD)

MARK (looks up) Its Mark! SEAN You wanna have breakfast?! Off Marks smile WE CUT TO: INT. MARCUS HOUSE - AFTERNOON - ALI Follows as Marcus heads through the kitchen to the fridge. MARCUS My mother always said theres only one thing to do--when youre feeling blue... He opens the fridge and pulls out CHAMPAGNE. ALI She was a poet... MARCUS ...And a drunk. Ali laughs as he POPS the cork, fills two glasses, hands her one. He CLINKS her glass.

109. MARCUS (CONTD) To your new place... ALI What...new place? CLOSE SHOT - A DOOR - MARCUS Opens it, and ushers Ali into a posh, lavish, 1000 square foot quest room. MARCUS Its yours... Move in. ALI Marcus, its beautiful...but--I--I couldnt... MARCUS Why not? You cant move back in with the gay roommate, right? ALI Actually, Sean said I could stay as long as I want. MARCUS I was talking about the one with the eyeliner... Ali shoots him a look. He grins--grabbing her suitcase and plopping it on the bed. Unpack. MARCUS (CONTD) My house is yours.

ALI Marcus--its not even on the bus route. MARCUS Thats the first and last time the term bus route will ever be mentioned in this house. (motions out window) I have four cars--Im sure we can find one you like... Off her stunned reaction, WE CUT TO:

110. EXT. MARCUS HOLLYWOOD HILLS GAZEBO - SUNSET - MARCUS & ALI Sit at a table, overlooking the panoramic view of L.A. against a FIERY, RED SKY. Marcus fills her wineglass. MARCUS Vintage 61 Cabernet Reserve. She drinks, and smiles as a light wind rustles her hair. Mmmm. ALI Otherwise known as heaven.

He smiles, dipping bread in tapanade as she relaxes. Better? MARCUS

ALI (nods, surprised) Yeah... She sips, looking out at a giant BILLBOARD--at eye level. MARCUS Someday your name will be up on one of those. Right. ALI

MARCUS It might be sooner than you think. She looks at him curious. He shrugs. MARCUS (CONTD) I talked to Sebastian today. You made quite an impression. ALI (thrilled) Whatd he say? MARCUS Just that...he wants to make a demo with you. ALI Are you serious?!! When? MARCUS Tuesday. Hes got a little window.

111. ALI Tuesday? This Tuesday? MARCUS Why? Is that too soon? No. ALI Its just... MARCUS

What?

ALI Its just...pretty freakin awesome. He laughs, fills her glass with wine. Looks at her. Moves a strand of her hair back. Their eyes meet. A sexy moment. ALI (CONTD) Ive had too much wine. And my judgement is off. He smiles. Touches her face. MARCUS Ordinarily, Id kiss you right now. But weve already established youre no ordinary girl. Ali looks at him, tipsy. Their chemistry palpable. Right... A heartbeat passes. ALI (CONTD) Well then maybe Ill just have to kiss you. She pulls him into a sexy, passionate kiss. INT. JACKS BEDROOM - SUNRISE - A PENSIVE JACK Lies sleepless in bed as he HEARS A DOOR SHUT. He sits up-expectant--then heads to the living room. No one. He sighs and looks at the PHOTO of Ali with her mom and Nanna. A beat, then he pushes it face down. ALI

112. INT. MARCUSS LUXE BEDROOM - MORNING - A SLEEPING ALI Lies in a tangle of 1000-thread count sheets as her eyes blink open. She sits up--alone in bed, getting her bearings. ALI Where am I? She spots a Warhol-esque PRINT of MARCUS on the wall. She raises her brows then looks, freaked at her disheveled reflection in a giant mirror--smeared marcara, hair askew. Who am I? ALI (CONTD)

She spots her and Marcuss clothes in a trail on the floor and bites her lip, remembering last night. INT. MARCUS LIVING ROOM - MORNING - A FRESH-SHOWERED ALI Enters, a stranger in a strange land, to see STAFF milling about. She HEARS a SPLASH! Looks out the glass windows. Marcus is swimming laps. The HOUSEKEEPER passes her, nods morning -- Ali smiles as she NOTICES...a long table full of cool, miniature MODELS of BUILDINGS. She takes them in, pausing at a tall, sleek MODEL of a glass HIGH-RISE--towering above the other models. She runs her finger lightly over it-intrigued--then glances at the address marker: 7800 Sunset Blvd. ALI stares, heart-pounding. She LOOKS UP as Marcus enters, toweling himself dry. ALI What is this? MARCUS Well, when it grows up its going to be a mixed-use space: retail and residential. ALI This is the address of the Burlesque Lounge. Marcus shrugs, drying his hair. MARCUS Tess is right--it does have the best view on the Sunset Strip-and no windows. Im gonna give it a thousand...

113. Ali looks at him incredulously. ALI What about all the--history? Its a landmark. MARCUS Not according to the city. ALI Does Tess know about this? No. MARCUS

ALI What makes you think she would ever sell the lounge? MARCUS Because she has to. Shes going under. Its financial. ALI But that club is her life! Ali squints at him as if seeing him for the first time. MARCUS Cmon babe. I know you get it. This is business, its not personal. ALI Not personal??? Its pretty Goddamn personal to Tess. And Coco. And Sean. And Alexis. And what about Jesse? And Dave, the lighting guy? And its pretty goddamn personal to ME. She looks at him--GRABS her bag and HEADS for the door-- he follows her through the house-MARCUS Where are you going? ALI To the club. Where I work. MARCUS Well dont leave mad. She throws OPEN the front door-- turns back--

114. ALI Cmon babe. I know you get it. Its just business. Its not personal. She flips him off and SLAMS the door behind her as WE HEAR MACK THE KNIFE. INT. BURLESQUE LOUNGE - ON STAGE - THE BOISTEROUS SAILOR BAND PLAYS, SINGING with BARTENDERS and BAR BACKS--in a rousing, fun Guys Number--with AUDIENCE participation. BARTENDERS OH, THE SHARK BABE, HAS SUCH TEETH, DEAR. AND IT SHOWS THEM--PEARLY WHITE. JUST A JACKNIFE, HAS OLD MACHEATH, BABE--AND HE KEEPS IT OUT OF SIGHT... INTERCUT - BURLESQUE LOUNGE BARTENDERS BARTENDERS (CONTD) OUT ON THE SIDEWALK, SUNDAY MORNING, LIES A BODY, JUST OOZING LIFE...AND SOMEONES SNEAKING, ROUND THE CORNER, COULD THAT SOMEONE--BE MACK THE KNIFE! I SAID LOOKOUT OLD MACKYS BACK! The song ENDS with a big cymbal CRASH as a DIZZYING WHIP PAN SPINS us TO-SEAN. Behind the bar. Tess comes in the door dressed to the nines in a very tailored business suit with her hair up, looking very professional -- Sean looks upSEAN Howd it go...? Before she can answer he sees the look on her face-Oh, shit. SEAN (CONTD)

She grabs a bottle of Tequila and a glass, turns to walk off-SEAN (CONTD) Whatre you gonna do? TESS Right now? Get really drunk.

115. SEAN What can I do to help? TESS Order more Tequila. THE FRONT DOORS Open as Ali bursts in and spots Tess, quickly crossing to herALI Tess! I have to talk to you-Tess walks off, Ali shadows her-TESS No-- not now-ALI But I have to tell you that Marcus Gerber is trying to buy the lounge and -She knows. SEAN

ALI --tear it down to build a twenty story skyscraper right here! Tess STOPS. Slowly turns back and looks at Ali. ALI (CONTD) (sheepishly) I just saw the plans. Tess looks at her. Stunned. Ali stands there, breathless, waiting for her reaction. But Tess just turns, continues upstairs to her office and SLAMS the door. Ali starts after Tess but Sean stops her-ALI (CONTD) Shes got to do something! She cant just let him-SEAN Not now, trust me. Just let it go, girl. She just got turned down for another loan at the bank. (off her look) Its either foreclose, or sell to Marcus. (MORE)

116. SEAN (CONT'D) Shes running out of options but shell figure it out. Shes a survivor. SEAN (CONTD) Meanwhile, you may want to focus on your life for a minute. She looks at him. ALI Whats that supposed to mean? SEAN Jack came after you, you know. ALI (stunned) When? SEAN After you left with Marcus. [checks watch] And if you hurry, you just might catch him. What? ALI Where is he?

SEAN LAX. Flying to New York on the red-eye. ALI To be with Natalie? SEAN Pedal faster, baby. He and Natalie broke up. And he left you this. He reaches beneath the bar, and lifts a wrapped package. Ali OPENS it to see her LITTLE GIRL PHOTO with her MOTHER and NANNA that Jack repaired in a new silver frame. Ali stares at it, tears welling. She looks up at Sean, then turns, racing off! A beat, then she stops-ALI I dont have a-Sean reaches in his pants pocket and tosses her his KEYS. SEAN American to JFK. Go!

Ali takes off! O.S WE HEAR BABY WHAT YOU WANT ME TO DO over:

117. SERIES OF SHOTS: A) EXT. PARKING LOT - NIGHT - ALI (in a Prius) PEELS out of the lot--weaving through traffic as she lifts her CELL-B) INT. AIRPORT - CLOSE SHOT - A CELL PHONE in a plastic bowl moves through a security X-RAY MACHINE. JACKS MESSAGE (O.S.) This is Jack, leave me a message. FIND JACK, on the other side, as his belongings come down the conveyer belt. He grabs them, and cuts off his CELL. C) EXT. STREET - ALI skids through a light, veering past cars-D) INT. CONCOURSE - JACK reaches Gate 43--to see a long LINE. He gets in back. E) INT. AIRPORT TERMINAL - ALI bolts through the front door-and frantically checks the DEPARTURES MONITOR--finds: NEW YORK, JFK, GATE 43. NOW BOARDING. F) INT. TERMINAL - NIGHT - Ali races up the escalator-approaching SECURITY. SECURITY GUY Boarding pass? ALI I have to talk to someone, hes-SECURITY GUY No one is allowed past this point without a boarding pass-ALI But I have to speak to him-SECURITY GUY Sorry maam-ALI I HAVE TO GET TO GATE 43! SECURITY GUY Well, theres gate 43 right there-He points to the first GATE beyond security--as Ali spots JACK, in line, about to board the plane. Hes wearing his iPOD headset. Deaf to the world. ALI Jack! Jack!! JACK!!!

118. ALL HEADS TURN looking at Ali, except Jack, who cant hear. A PLUMP WOMAN in front of him looks at Ali. Ali POINTS to Jack. The woman taps Jack, and points. He looks up, stunned to see-ALI. Standing on the other side of security. Jack takes his ear phones off. Smiles, and crosses over to her carrying his bag--they are separated by several feet of security ropes-JACK Ali? What are you doing here?! ALI Sean told me youre going to New York. Please dont go! JACK But--I have to. I got a gig touring with a band. What? Who? ALI

JACK The Blue Notes. Jazz fusion, baby. Its all about the music. No way! ALI

JACK Their key-boardist fell out. My buddys their drummer and thought of me. ALI JACK!!! Thats amazing! I knew this would happen! Im so happy for you! Ali looks at him. A heartbeat passes. Theyre lost in each others eyes for a moment. JACK Ill be back in five weeks. Will you be here? I will be. ALI

He nods, sadly. Then, almost afraid to ask... JACK What about Marcus?

119. ALI ...Marcus who? As tears well up in her eyes. She smiles through them. They just look at each other. Still separated by the ropes. JACK So, Im thinking...should I kiss you goodbye? [then] No...I think Ill wait. Its only five weeks. ALI I cant wait that long! ANGLE ON-- A MALE AND FEMALE SECURITY GUARD listening to their whole exchange-ATTENDANT (ON P.A.) Final boarding for Gate 43... JACK I gotta go--thats my flight-Jack picks up his bags. We can see its killing Ali-JACK (CONTD) Ill call you when I get there. Take care of Miles Davis. Ali looks at him, confused. JACK (CONTD) Our cat. I named him. And she smiles--and he smiles again. Neither really wanting this last moment together to end. She waves. He nods. And with that he turns and walks off to board. Ali just stands there, watching him go. Then...finally turns, and walks away. ON JACK, walking back to the gate as...he STOPS. Turns back, looking for Ali, but shes gone--he quickly walks to the rope again--searching for her in the crowd-FEMALE SECURITY GUARD Boy, you get out there and kiss that girl! Now! Jack just looks at her-- then quickly turns to walk past the Male Security guard-MALE SECURITY GUARD Go ahead---but you gotta come through Security again.

120. JACK Then Ill miss my flight. FEMALE SECURITY GUARD Martin! You let that boy kiss his girl! Martin looks at Jack, then-MALE SECURITY GUARD Ah, hell. Go ahead. Bags stay here. Jack drops his bags, takes a running JUMP over the ROPES and RUNS through the crowded concourse-- everyone is startled. Ahead, Ali walks reliving that last moment with Jack. She approaches the escalator and HEARS: Ali! JACK (O.S.)

She turns. Jack is there. In one fantastically romantic MOVE he pulls her into his arms and LAYS ONE ON HER. Its an EPIC KISS that prompts envious stares from PASSERSBY. We HEAR the LAST CALL for passengers. Jack looks at Ali. ALI Go get em, Mr. Jones. He smiles, disappears into the crowd. Ali just stands there watching him. Godsmacked by the kiss. EXT. BURLESQUE LOUNGE - LATE NIGHT - SEANS CAR as Ali whips into a space--and heads to the front entrance. Across the street, CONSTRUCTION WORKERS from the towering, almost-finished LOFTS HOOT, CAT-CALLING. She flips them off. INT. BURLESQUE LOUNGE - ALI Enters and SEES...a SPOTLIGHT on STAGE which finds an UMBRELLA, as it turns toward the audience to REVEAL... dolledup TESS, faking her best smile as-TESS Gentlemen hold onto your hats. Ladies hold onto your gentlemen. We might not have any windows... (she motions) ...but we have the best view on the Sunset Strip...

121. The CROWD HOOTS as Ali blinks--a lightbulb going off. Oh my god! ALI

Ali pushes through the crowd, races backstage and up the spiral staircase-INT. TESSS CLUTTERED OFFICE - AN EMOTIONAL TESS blinks back tears as she takes down a PHOTO of her with the Burlesque Girls. She looks up as Ali bursts in! TESS You could knock! Its still my office--at least for another 24 hours. ALI Tess--Im sorry. Its just-TESS Trust me, NOT now-Tess turns back to the photo wall-ALI Have you ever heard of air rights? TESS Air rights...? Ali nods as O.S. WE HEAR INTRO MUSIC (To Be Written) OVER: TWO SETS of FIERCE HEELS and LEGS as they stride in unison. WE PAN UP as Tess and Ali enter...the EXTERIOR of the LOFT BUILDING. INT. LOFT BUILDING - SALES OFFICE A smartly-dressed BUSINESS MAN sits at his mahogany desk deep in a phone conversation as...WHAM! The door to his office SLAMS open! In stride Tess and Ali, an overwrought ASSISTANT close on their heels-BUSINESS MAN (into phone) Jim--Jim--hang on-- Im gonna have to call you back--Jim! DAMN IT! I hung up on him! Nancy-- get Jim back on the line--

122. Assistant scurries out-- Business Man turns to Tess-- a perplexed look on his face-BUSINESS MAN (CONTD) Back with more noise complaints? TESS You offered to buy my club a couple of years ago and I said no. BUSINESS MAN And now youve changed your mind. TESS Not exactly. Tess smiles at him. Looks at Ali, who isnt smiling. Elbows Ali who starts smiling. Tess walks up to his desk and sits herself down. Ali sits as well. BUSINESS MAN Im confused. TESS (turning on the charm) Just go with me....theres a pretty good ending, I promise. How much will these condos youre building sell for? BUSINESS MAN They start at $1M and up, depending on the floor and obviously, the view. The better the view, the higher the sales price. TESS What if I told you a high-rise was going up where my club is? (turns to Ali) Would a twenty story high-rise block his condos views? ALI Oh, yeah. A TEN story high-rise would block his views. A twenty story high-rise would decimate his views. Leave a lot of angry homeowners staring across the street at fluorescent lighting and dirty windows.

123. TESS (turns back to him) So, Mr...? Anderson. BUSINESS MAN

TESS OK, Mr. Anderson. Your pretty ocean million dollar views are going away because Im selling my building to a developer tomorrow whos going to have his twenty stories framed up by the time you start selling-- or rather, TRY to start selling these condos. (takes a breath) OR... I can put you in a position where your buyers could be guaranteed of having their million dollar views forever. BUSINESS MAN Im listening. TESS As am I. As long as youre telling me youll have a check to me by 5:00 today. INT. BURLESQUE LOUNGE - VINCE Sits laughing with his POSSE. His cocktail waitress/GIRLFRIEND approaches with an EMPTY TRAY. She leans in, whispering-COCKTAIL WAITRESS Vince--they cut you off at the bar. Said you had to pay cash. What? VINCE

He looks up spotting Tess--who finger-waves from the bar. He stands, furious, approaching Tess. VINCE (CONTD) What the hell is going on? Im co-owner of this place. TESS Not anymore, Vince. Im buying you out.

124. VINCE (snorts) You cant buy me out. TESS Actually--according to page 4 of our agreement--I can. VINCE What? In the next 48 hours? Why wait? TESS

She hands him a CASHIERS CHECK. Vince stares at it, stunned. VINCE Whats this? TESS I realize its been a long time since youve seen one, but its called a check. He stares stunned at the total--then at her... VINCE Where the hell did you get this money? TESS (shrugs) Not your business anymore. And neither is the lounge. (points) Im sure you know where the door is...it used to be half yours. (re: waitress) And take HER with you. She turns and walks off right up to...Ali. Who SPINS AROUND, sitting on a bar stool. Having heard the whole thing. Tess sits on a bar stool next to her. ALI That was sweet. TESS Girl, that was a whole lot better than sweet. They laugh.

125. TESS (CONTD) Hey Alicat? Do you remember when I made fun of you wanting to sling drinks and said that everybody has a dream? ALI You didnt mean it. Youre just a cast iron heartless bitch. Tess laughs. Then...looks at Ali. TESS Well, I just wanted to thank you for helping me...hang on to mine. ALI Wow. Youre welcome. A moment between them-- Tess takes a deep breath-TESS Now get your cute little butt and that big ole voice up on stage, cause this is Burlesque, baby girl. Where the women are always on top and the men like it that way. Like Ive always said-ALI/TESS ...you cant keep a good girl down. TESS And you ever tell ANYONE we had a conversation this queer, Ill kick your ass. Ali crosses her heart, turns and walks toward the stage-- as Tess watches her with a smile. INT. BURLESQUE LOUNGE CAMERA MOVES through the BLACKNESS to...a SPOTLIGHT. We move down the smoke filled shaft of light as... Ali and the Burlesque Girls, RISE into view. Ali is wearing a diamond studded Jean Paul Gaultier type harness top and sequined hot-pants. She SINGS her big, dramatic finale (To Be Written) The Burlesque Girls, in similar costumes, back her. CAMERA MOVES through the packed house as WE SEE Georgia, Sean, Mark (the DJ)--and Tess, who double-takes at MR. ANDERSON-- the cute BUSINESS MAN, who smiles.

126. ON STAGE - ALI and the entire company explode in a surreal whirl of dancing. Turning. Kicking. Arched backs. Turned out toes. Legs overhead. Rhinestones. Garters. Fishnets! ALI reaches the front of the stage, lights FADE, leaving her standing in a single SPOTLIGHT as she finishes in dramatic finale. Smokey shafts of light blast out behind her...to wild APPLAUSE! CAMERA MOVES ACROSS the ROOM as WE FADE IN the SOUNDS of people TALKING. Glasses CLINKING. All the background sounds of a busy, hip nightclub. A LOUD DRUM ROLL takes us to... A LOW CAMERA moves across a black stage as WE MOVE IN on the FOOTLIGHTS which become a MILLION BRILLIANT LIGHTS blasting into camera--blinding us until they form into letters reading...

BURLESQUE