Fade In: PRESENT DAY, NEW ENGLAND EXT.

VICTORIAN HOME - DAY The rambling, old place is in desperate need of repairs and paint. A fresh, clear morning in the dead of winter. Not a cloud in the sky. Icy, barren trees. AUNT ZOEY, 70s, white hair in a bun, a sweater over a flowered dress, digs with a shovel and a pick in the front yard, two buckets by her side. AUDREY MILLER, 21, adorable, bright, blonde, tortoise framed glasses, grad student, exits the front door, carting out her old red bicycle with its rusty bell and a book bag, crammed with books. AUDREY Morning, Aunt Zoey! AUNT ZOEY (looks up) What? Oh, good morning Audrey, dear. Sleep well? Coming down the steps, Audrey notices one bucket is full of ticking timepieces. Aunt Zoey takes out a clock, drops it in a hole and covers it with dirt. AUDREY What are you doing? AUNT ZOEY What's it look like? AUDREY Uh, planting? AUNT ZOEY Yup. AUDREY And you're growing...? AUNT ZOEY Why, time, of course. Aunt Zoey drops a watch into her next hole. Audrey grabs it out of the hole. AUDREY Wait, wasn't this Uncle Harry's? Recognizing it,

2. Aunt Zoey takes the watch from Audrey, puts it back in the hole and covers it with dirt. AUNT ZOEY I miss your Uncle terribly, you know. I wish he'd come back from the grocery store. AUDREY Aunt Zoe, Uncle Harry passed away eleven years ago. AUNT ZOEY Exactly. Audrey looks in the other bucket -- full of light bulbs. AUNT ZOEY (CONT'D) Anyway, it's too early in the season for the bulbs. Audrey reaches into her pocket and holds out her hand. Zoey turns over the quarter in Audrey's palm. AUDREY Seed money for when Uncle's pension runs out and my student loans come due? AUNT ZOEY Audrey dear, everyone knows money doesn't grow on trees. (beat) Isn't it time for you to be off to school? AUDREY (kisses her) Be good! AUNT ZOEY Of course, dear, of course. Don't worry about me! I've work to do. Audrey rides off toward the University. She looks back to see Aunt Zoey engrossed again in her gardening. AUDREY (V.O.) I grew up an orphan raised by my dear Aunt Zoey. Like a baby duck, I bonded to my surrogate mother -great intentions but totally out of her mind. It hardly prepared me for life which I was nonetheless determined to meet head on. Aunt

3. A horn honks, Audrey looks back at where she is going. has to swerve to avoid an angry motorist. AUDREY (V.O.) (CONT'D) Then again, no matter what your upbringing, there are some days you should just stay in bed. If only a flash had come from out of the blue, "Don't make a single move today. You're going to take a regrettable wrong turn." And she does, right in front of another angry motorist. AUDREY (V.O.) (CONT'D) But that's all very well in retrospect, isn't it? She smiles and waves, continuing on her way toward the gleaming ivory towers of Massachusetts Institute. MONTAGE OVER CREDITS - QUICK CUTS re brainwashing... INT. THEATRE - NIGHT A vaudeville magician pours water with a goldfish in one ear and out the other. EXT. RIVERBANK - DAY She

A woman washes a brain clean on a rock. INT. LAUNDROMAT - DAY

A brain tumbles in a washing machine. INT. DRY CLEANERS - DAY

Instead of shirts, patrons drop off and pick up brains. INT. THEATRE - NIGHT The vaudeville magician pulls a handkerchief in one ear and out the other, to dry. CREDITS END EXT. HARVARD - DAY Science minded students flood onto the campus... EXT. MIT - DAY Science minded students flood onto the campus....

4. EXT. TECH INSTITUTE - DAY Science minded students flood onto the campus...all sexes, shapes and sizes, head across campus by foot and bicycle, Audrey weaving on her bike among them. VOICE #1 (V.O.) If we can just achieve nuclear fusion as a viable energy alternative -VOICE #2 (V.O.) -- Vegas this weekend? New equation to try out at the tables -VOICE #3 (V.O.) -- Angelina Jolie's genetic material from her dry cleaners. Want to help me clone her? -EXT. TECH INSTITUTE - CLASSROOM - DAY A huge amphitheater of science classroom of smart and eager grad students. A sea of geeky, hormone driven young men and women. Audrey slips in next to her girlfriend, KATE, 22, dark haired, also wears glasses, sultry, sexy, chews her pencil. The lecturer, BENJAMIN FISHER, 26, tall, dark, brooding, eccentric genius, scribbles a complex formula on the board. Benjamin is not at all conscious of his looks, but through a fluke of nature, he is very handsome. BENJAMIN Even sexual attraction can be reduced to a simple biochemical logarithm. Audrey scribbles madly on a pad, copying the formula into her notes trying to catch up to Benjamin. KATE Now sexual attraction is a topic I could explore with him. You're not taking this all down, are you? AUDREY He's brilliant. I hear he's experimenting on how to improve human intelligence. KATE Yeah, and the head of the Department and all his cronies are out to get him. He's out of his mind. (MORE)

5. KATE (CONT'D) (realizes) You're not going to talk to him about your Aunt, are you? AUDREY Of course I am. I don't want him, I want his brain. KATE Oh come on. You have to admit he's really cute, that is if you like wild, untamed animals. Grrr. Do you think he's housebroken? AUDREY (sarcastic) He's positively dreamy. KATE Say it like you mean it. AUDREY (blushing) Okay. He's positively dreamy. KATE I knew it! And he has all the right genetic material. (off Audrey's look) I stole a used kleenex out of his wastebasket. His DNA is totally amazing. But he's married to his work. Even sleeps in the lab. I suppose that could be kind of exciting. Brilliant, dedicated, adorable. What more could a girl want? AUDREY World peace. And the cure for Aunt Zoey's dementia. Benjamin finishes filling the blackboard with his formula. BENJAMIN What's wrong with this formula? (beat) Well, why are you all just sitting there like so much protoplasm? The tension in the room is palpable. A lone hand goes up. Benjamin turns and calls on the bold STUDENT.

6. STUDENT What if the X quotient duplicated the variable q representing an enhanced reproductive drive? BENJAMIN That's the stupidest idea I've ever heard of. KATE (aside, to Audrey) I hear he's looking for an assistant. AUDREY (aside, to Kate) He is? KATE Of course, he'll never take anyone. AUDREY He hasn't taken anyone. (V.O.) My heart pounded like a billion zillion charged electronic particles banging into each other at a trillion kilometers an hour. You do the math. Audrey shoots up her hand and waves it wildly in the air. BENJAMIN (hesitates, dubious) Um. Yes? AUDREY May I? Dubious, Benjamin shrugs, affirmative. KATE (to Audrey) Good luck out there. Audrey squeezes across her row to the aisle. On her way, a male student puts his hand on her ass. She swats it off. AUDREY (V.O.) There I was, following my heart, besides I was really worried about Aunt Zoey, she was all I had. Following my heart? Wow, talk about a bad idea. Some egghead who lived in a padded cell must have dreamed that one up.

7. She walks down the aisle to the board. All eyes are on her. A few wolf whistles acknowledge her simple good looks. BENJAMIN (annoyed) Class, your brains are the organs which should be engaged. AUDREY Maybe they should all get their grey matter washed out with soap. Benjamin finds the concept interesting. BENJAMIN Hmm. He hands Audrey the chalk. another. She erases a number and enters

BENJAMIN (CONT'D) Nice try. But you really aren't familiar with the laws of attraction, are you? AUDREY (blurts) Neither apparently are you. Everyone gasps at her audacity. Even Audrey. Surprised but intrigued, Benjamin watches Audrey correct his work. You could drop a pin in the room as she finishes, expectant. Amazing everyone, Benjamin nods in agreement. applause from the surprised class. Scattered The

Benjamin looks into Audrey's eyes, she looks into his. world melts away. BENJAMIN I think you should stay after class. More catcalls and wolf whistles, some elbow nudging. BENJAMIN (CONT'D) (glares at class) About the position as my research assistant. INT. COLLEGE LAB - DAY

A laboratory that has seen better days. Cages of laboratory animals. Behind a window, an experiment is being conducted. A MALE SUBJECT presses a lever for erotic holograms of naked women. Mostly, he gets past presidents or electric shocks.

8. Bread and water stand by untouched. AUDREY Don't you think you should stop? mean, you have enough data -I The man

Benjamin, wearing a lab coat, raps on the glass. turns around, wild-eyed. BENJAMIN (into a microphone) Drink something or you could die.

The subject lunges in the air, throwing himself angrily at the glass. He hits the glass and falls, stunned for a moment. Then jumps right back on his lever. BENJAMIN (CONT'D) Over and over again we have proven that humans are merely preprogrammed procreation machines dominated by hostile-aggressive, pseudo-mating tendencies and driven by the drive for satisfaction. The subject faints dead out. A research assistant enters the experimentation room to revive him and take him away. AUDREY But what about love? BENJAMIN You mean the thumping of the organ known as the heart in response to glandular chemical stimulus? He turns, and notices her gazing moonstruck at him. All the lab animals, keen, watch Benjamin and Audrey interact. BENJAMIN (CONT'D) What? AUDREY (embarrassed) It's just you're so, so, brilliant. BENJAMIN You're not so bad yourself. (catching himself) I mean, out of all my applicants, you have the highest aptitude. AUDREY Oh.

9. BENJAMIN And you're not afraid of a challenge. AUDREY (brightens) Oh. BENJAMIN And your eyes are...really blue. AUDREY (succumbing) Oh, Dr. Fisher. BENJAMIN Just kidding. Why would I choose an assistant because their eyes are blue? AUDREY Oh yeah, of course. me? You're hiring

BENJAMIN Your thesis on the mathematical probability of man's inherent goodness is fucking brilliant. AUDREY Really? BENJAMIN Just wrong. AUDREY I'm still working on it. (V. O.) Bottom line, I should've known then and there. I have an intellect, a semblance of self-respect. But did I listen? No. Do you when you're in love? (surprised) You do? Well, goodie for you. CALENDAR PAGES A wall calendar displays the month of January. January tears off. February is next, Valentine's Day circled in red. INT. COLLEGE LAB - DAY The calendar is on the wall. Audrey wears a lab coat too, now. She holds a valentine card behind her back.

10. Benjamin passes a banana to the lab monkey, out of his cage, perched on the counter. Benjamin makes notes as he watches the monkey peel and eat the banana. AUDREY Dr. Fisher? BENJAMIN You can call me Benjamin. AUDREY Benjamin, I have a confession to make. About the reason I took this job. BENJAMIN I hope it's not about some childish crush. We have more important things to do. AUDREY (crushed) No, of course not. Audrey edges over to a wastebasket, and unseen, drops in the valentine card which is addressed to Dr. Fisher. AUDREY (CONT'D) I mean, there's actually something I really need to talk to you about. I mean, I think it's something you might really be interested in. In class, when I said that thing about washing grey matter out with soap -Benjamin turns away from the monkey and looks at Audrey, drinking her in. Nervous, she chatters on. AUDREY (CONT'D) I have this aunt and she has this problem -Sensing something in the air, the lab animals turn and watch with interest. AUDREY (CONT'D) And I think that brainwashing, I mean literally washing her brain might really... (trailing off) ...Dr. Fisher? I mean, Benjamin... Benjamin leans in, unable to resist. He is going to kiss Audrey, right then and there, in the lab, right in front of the leering lab monkey -- but suddenly, he starts to wheeze.

11. AUDREY (CONT'D) Dr. Fisher! Benjamin lapses into a full scale asthma attack. Benjamin! AUDREY (CONT'D) Are you okay? BENJAMIN (croaks) No. AUDREY Dr. Fisher! Audrey searches his pockets, grabs an inhaler and administers it. AUDREY (CONT'D) Dr. Fisher! The monkey picks this very moment to toss aside its banana, jump onto Audrey's shoulders, search her hair for bugs. Benjamin comes around, regaining control of himself. BENJAMIN (coughing) He likes you. AUDREY (trying to be pleased) Oh. BENJAMIN (wheezes) He's trying to impress you. It's instinctive. Positive behavior geared toward betterment of the species. Audrey looks over her shoulder and the monkey grins at her. BENJAMIN (CONT'D) Except of course the two of you could never mate. Audrey cringes. The monkey, undaunted, maintains his perch. Benjamin rewards the monkey with peanuts from his pocket. The gleeful monkey shells them and munching, showers Audrey with peanut leavings. AUDREY (V.O.) Love is blind, love is ignorant, love is completely dumb. (MORE)

12. AUDREY (V.O.) (CONT'D) Those of you who think you're smart at love, I don't believe you for a minute. Anyway, this is not your story. It's mine and I'm clear that I'm a perfect idiot. At love. BENJAMIN I have something I want to show you -INT. HALLWAY - NIGHT Benjamin stands at an unmarked door with a plastic bucket. Audrey, the attentive monkey clinging to her, is behind him. BENJAMIN (excited) I've never shown this to anyone. AUDREY (unsure) Really? She swats at the monkey. BENJAMIN I mean, I'd like to know what you think. AUDREY (touched) Really? Furtive, he unlocks the door. Audrey follows him inside.

Nervous, the monkey jumps off her and scampers back into the laboratory. INT. UNMARKED STORAGE CLOSET - DAY Completely dark. We cannot see a thing.

BENJAMIN (O.S.) What if certain troublesome organs interfere with the actual functioning of the human brain? I want to see if I can improve on the original design. Benjamin switches on the light. AUDREY (uneasy) Oh, wow.

13. Benjamin has assembled a laboratory for himself here. Part operating room, part hardware store. And strapped to table is his own version of Frankenstein's monster under a sheet. He hands Audrey a visor and puts a visor on himself. Under Benjamin's direction, Audrey tucks new parts from the bucket into the monster and Benjamin solders him shut with a blow torch. BENJAMIN Just a few finishing touches. An amalgam of odds and ends, some inanimate made animate, some organic and -He steps back and pulls back the sheet. HAMM, in a state of rest, short but solidly constructed, wild haired as a troll doll. Surly and pathetic, reminiscent of both Igor and the Hunchback of Notre Dame. Audrey gasps. BENJAMIN (CONT'D) So he's no Brad Pitt. Benjamin gets busy, hooking the lifeless Hamm up to various plugs and electrodes. He puts electrodes on his own head. BENJAMIN (CONT'D) And now to imbibe it with intelligence. Ready? AUDREY Are you sure about this? BENJAMIN Are you questioning me? Audrey, reluctant, throws the switch, sparks fly. Benjamin and the monster on the table jerk and twitch as energy flows from Benjamin into Hamm. The process completes itself. Benjamin leans over Hamm. Hamm's eyes flutter open. see each other for the first time. HAMM Who the hell are you? BENJAMIN I'm Benjamin, your Creator. I didn't catch your name. Benjamin and Audrey undo his straps. They

14. HAMM You heard this one? A guy meets his Creator. He grants the guy three wishes. Unfortunately, the first one is "Make me a ham sandwich." Name is Hamm, hold the sandwich, pleased to meet you. Hamm tries to extend his right hand to Benjamin, but his arm is stiff. He sits up and tries to rotate it. HAMM (CONT'D) Jesus, what d'ya use to put me together? Chicken wire? BENJAMIN (defensive) Some. You've got a real liver. HAMM A real liver. Where'd you get it, the deli counter? Hamm notices Audrey as he gets up off the table. HAMM (CONT'D) Hey, who's the hot broad? BENJAMIN This is Audrey, my assistant. Hamm, gallant, kisses her hand. HAMM (to Audrey) Pleased to meet you. up with this jerk? BENJAMIN I heard that! HAMM (to Benjamin) I'm very happy for you. My right ear is completely plugged. Nice work, Einstein. Hamm looks around. HAMM (CONT'D) What kind of an operation is this? Is this legal?

How'd you hook

15. EXT. LABORATORY - NIGHT

Benjamin with Hamm, thrown over his shoulder, goes around the back to the dumpster. Audrey follows. HAMM Where we going? I don't suppose you're taking me home to meet your mother? Benjamin nods to Audrey who manages to open the dumpster lid. Benjamin tosses Hamm in. HAMM (CONT'D) Hey, what is this? Benjamin slams the lid. BENJAMIN Well, back to the drawing board. AUDREY You just going to leave him like this? HAMM (V.O.) (muffled, from inside the dumpster) You just going to leave me like this? BENJAMIN Pickup's in the morning. He should feel right at home at the city dump. Or would you rather I call a social worker? He'd be rather hard to explain. Benjamin leaves. Audrey hesitates by the dumpster, not knowing what to do. HAMM (V.O.) Is anybody out there? He BANGS a few times from inside. HAMM (V.O.) (CONT'D) (angry) I said, is anybody out there? Scared, Hamm starts to whimper. HAMM (V.O.) (CONT'D) It's dark in here. (cheering up) But there's lots to eat.

16. The sound of Hamm sampling the snacks. HAMM (V.O.) (CONT'D) Yech, it's garbage. (scared again) It's cold, it's dark. (hollers) I want my mommy! The sound of Hamm crying is too much for tender-hearted Audrey to bear. She opens the lid. Hamm is so busy crying, he does not notice. She taps him on the shoulder. AUDREY Come on, let's get you out of there and cleaned up. HAMM (all cheered up) Hamm, just call me Hamm. INT. HALLWAY - NIGHT Hamm trails after Audrey like a puppy, down the darkened hallway toward the lighted doorway of the laboratory. HAMM I'll be good, I promise. You'll never regret this as long as you live. AUDREY (V.O.) I never could resist strays. I always kept a bowl of milk on the back porch just in case. EXT. VICTORIAN HOME - NIGHT Back porch. Aunt Zoey feeds a zillion cats.

AUDREY (V.O.) Aunt Zoey must be wondering where I am. I hope she feeds the cats. INT. LABORATORY - NIGHT Audrey and Hamm enter on Benjamin and the monkey, sharing a banana. A pack of security guards, guns drawn on Benjamin, leap into the room, followed by a trio of enraged PROFESSORS. The monkey screams and jumps back into his cage. SECURITY GUARD #1 Freeze!

17. Benjamin grabs his notes and stuffs them in his shirt. Audrey backs away toward the door, trying to keep Hamm behind her. PROFESSOR #1 (re Audrey) And I suppose this is your coconspirator? BENJAMIN She knows nothing. It's true. he is. Benjamin looks at her. AUDREY (CONT'D) A third? HAMM You know, you could use some work on your self-esteem. PROFESSOR #2 (re glimpse of Hamm) Who's that? AUDREY He's my little brother. He's, um, challenged, and very shy. HAMM I'm right, aren't I? She backs Hamm out into the hallway. INT. COLLEGE - HALLWAY - DAY HAMM It all explains why you're with that loser, doesn't it? AUDREY Benjamin? I'm not with Benjamin. Not the way you mean. HAMM And what way is that? AUDREY You don't know about, the birds and the bees? AUDREY I'm half the brain that

18. HAMM Call me crazy, but I want to hear you explain it, step by step, while I hang on your every word. Audrey slaps him. HAMM (CONT'D) What was that for? INT. COLLEGE LABORATORY - NIGHT The guards have Benjamin up against the wall. PROFESSOR #3 You are hereby stripped of all grants and fellowships and expelled from the University for pilfering vital organs and otherwise messing with the local cadavers jeopardizing the very future of medicine -Benjamin tries to speak. PROFESSOR #2 -- We don't want to know why! PROFESSOR #1 -- And for blatant, undiluted and unexploitable idealism in the face of corporate sponsorship. PROFESSOR #3 Go! Audrey sighs and leaves. dark and rebellious. Benjamin starts to slouch out,

BENJAMIN This isn't the last you've heard of me! He sweeps his arm across the counter where he had been working, sweeping his blue fluid, beakers, test tubes everything, to the floor. Amid the resulting chaos, he runs for the door and shuts the lights plunging the laboratory into darkness... HALLWAY Benjamin, Audrey and Hamm run for the exit... LABORATORY

19. The professors and the security guards scramble in the darkness, fire shots in the air, knock over equipment... In the chaos, the monkey escapes following Benjamin, Audrey and Hamm... EXT. FRATERNITY ROW - NIGHT A huge full moon rising. Unrealistically big, as it lingers at the horizon, filling the eastern sky. The frat houses party. Revelers stumble around with beer and girls. The storm cellar door opens from the basement of a frat house. Hamm peers out cautiously. HAMM The coast is clear. Audrey and Benjamin cautiously climb out after Hamm, Audrey pulling out her red bicycle and book bag. The monkey follows last. The odd bunch make their way across the lawn, avoiding the drunken frat boys and their girls. They step over an inebriated couple making it right there on the lawn. Ignoring the loud music and flying beer bottles and bodies, they head away down the road, toward the moon, silhouetted against it. BENJAMIN Brain washing. AUDREY Brain washing? BENJAMIN I like it. Bathe away folds, wrinkles and toxins. Clean like new, the brain will prevail over the other throw back organs. Result, peace on earth, goodwill toward men. AUDREY But won't that make the brain more susceptible to the urgings of the heart? HAMM (to himself) And the murmurings of the groin? A frat boy crosses their path running after a scantily clad giggling female.

20. BENJAMIN Nonsense, the super brain, fresh and clean, will finally dominate the functioning of the species. AUDREY And? BENJAMIN And they'll beat a path to our door! HAMM And that's a good thing, right? They pass a car bouncing as its occupants copulate. BENJAMIN The lesser organs will be relegated to the back seat where they belong. And if we need a next generation, we can make it in a petri dish. The monkey jumps onto the back of the car, peering briefly inside. BENJAMIN (CONT'D) What if, in place of man's obsession with sex and violence, science cultured constructive traits like kindness, generosity, nobility, creativity -AUDREY -- Love? BENJAMIN Well, maybe. (beat) But actually Audrey, I believe the love you are so enthused over is only yet another, more elaborate form of delivering satisfaction. They arrive at the Victorian and look up at it, framed against the moon. BENJAMIN (CONT'D) We, on the other hand, will embark on a noble quest, completely devoid of satisfaction.