page 13.

                                  GREEN WORM
                               (timidly)
                        You got it right.  They ain't
                        never seen no worms with arms
                        before.  Course neither have I.
                                  MARSHALL
                        At last, one of us.
pg 13 worms.gif (70411 bytes)
              He extends his hand out to shake.  The green worm comes the
              rest of the way out of the can for a closer look at the
              extended arm.
              An embarrassed Marshall sees the green worm has no arms.
                                  MARSHALL
                               (continuing)
                        Oops!  Ah, sorry!
                                  GREEN WORM
                        For what?
                                  MARSHALL
                        You know.  About your losing your
                        arms.
                                  GREEN WORM
                        What are you talking about.  I
                        never had arms.  Worms don't have
                        arms.  They're not supposed to
                        have arms.
                                  LENNY
                        Just relax, friend.
              Lenny puts his arm up around the green worm's shoulders (if
              he had any) to comfort him.
                                  LENNY
                               (continuing)
                        I can see right off that things
                        here in Hollywood are different
                        than the rest of the world.
 
								page 14.
 
 
              Marshall joins Lenny and the green worm.
                                  MARSHALL
                               (pick it up)
                        ... but in the real world ...
                        well, worms have arms.
              An orange worm (he has no arms, but otherwise, very much like
              Lenny and Marshall) pops up out of the circle of dirt that
              has been cut out of the sidewalk for the tree to grow through.
                                  ORANGE WORM
                        Ah, I  doooooooon't think so.
                                  LENNY
                               (freaked)
                        Oh, man!  Not another one.  This
                        place is startin' to freak me out!
                               (to the orange worm)
                        Oooops, sorry.
                                  MARSHALL
                          What do you figure the odds are
                        of running into two of these guys
                        in one day?
                                  ORANGE WORM
                        Maybe you haven't noticed but
                        we're not the freaks around here.
                                  LENNY
                        Well, duhhh!  You're not?  You
                        better take another look at
                        yourself, pal.
              Thirty more (armless) worms pop up out of the dirt.
                                  MANY ORANGE WORMS (UNISON)
                               (valley girl sing-
                                song)
                        Helllllllllllllll-loooooooow ...
              Lenny and Marshall give each other a bewildered stare.
              WIDER ANGLE to include Benny.
              Benny has been crouched behind the trash can watching.  He
              SPRINGS OUT, SCOOPS up Lenny and Marshall in his fist, races
              back to his bus, and dives in the open door, slamming it
              closed behind him.
              INT:  BENNY'S BUS
 
								page 15.
              He's sitting in a seat of the empty bus and shaking with
              excitement.
                                  BENNY
                               (excitedly to the
                                camera)
                        I don't believe it!  Worms with
                        arms!  WORMS WITH ARMS!!!
              He looks down at his closed fist.
                                  BENNY
                               (continuing)
                        Back in Nevada, I heard rumors
                        about these things but nobody ever
                        caught one!  I'm gonna be rich ---
                        rich --- RICH!!!
              Lenny's head and arms pop up through the top of Lenny's
              closed fist.  He's pissed.
                                  LENNY
                               (pissed)
                        Pal!  You better open your sweaty
                        fist fast!
                                  BENNY
                               (mock fright)
                        Ouuuuuuugh --- is the big bad worm
                        gonna hurt me?
                               (laughs)

              Marshall peeks out from between Lenny's fingers.
                                  MARSHALL
                        You better listen to him, buddy!
                                  BENNY
                               (still mock fright)
                        Ouuuuuugh --- now I'm realllllly
                        scared!  Two tough worms!
              CLOSER ON Benny and the two worms as Lenny reaches down,
              grabs one of Benny's fingers, and starts bending it back.
                                  BENNY
                               (continuing; in pain)
                        Hey! Ouch! Stop that you little
                        slim-wod!
              Benny fumbles around on the trash-covered bus floor for
              anything he can hit the worm with.  He grabs an empty jar,
              slams it down over his fist and the two worms.

 					
								page 16.
              He jerks his hand out and screws the cap on.
              ANOTHER ANGLE ON Benny and the worms.
                                  BENNY
                               (continuing; devilish
                                giggle)
                        Now, you puke-sticks.  Let's see
                        you get out of there!
              Benny plops the jar on the trash covered dashboard.
                                  BENNY
                               (continuing)
                        Enjoy the tour, freaks.  I'm gonna
                        cash you in for big bucks!
              EXT. HOLLYWOOD AND VINE - DAY
              The smoke-spewing bus makes its way through the congested
              street and out of sight.
                                                       WIPE TO:
 
              EXT. UCLA CAMPUS - DAY
 
              Benny's dilapidated bus chugs up to a HANDICAPPED PARKING
              SIGN and stops.  The bus doors creak open and Benny, carrying
              the worm jar, gets out.
              As he passes a couple of students in wheelchairs, one shouts
              at him.
                                  STUDENT
                        Hey!  That's handicapped parking,
                        creep.
              Without even turning or missing a beat, Benny starts a major
              limp.  He rounds the corner, out of sight of the students in
              the wheelchairs and goes back to his normal/abnormal gait.
              As he walks along, he keeps passing one gorgeous, bikini-
              clad, book-carrying student (all girls) after another.
                                  BENNY
                               (his tongue is
                                dragging)
                        Man, these California chicks are
                        something else!
								page 17. 
 
              CLOSE ON Lenny and Marshall.  Their faces (their eyes are
              popping out of their heads) are smashed up against the side
              of the glass jar.
                                  LENNY
                        Man, these California chicks are
                        something else!
              ANOTHER ANGLE ON Benny carrying the jar as he walks into a
              building with a MARQUEE that reads UCLA RESEARCH DEPARTMENT.
              INT. HALLWAY OF RESEARCH BUILDING
              The hall is jammed with all sizes and shapes of cages.  Each
              one has a different kind of animal.  They're in different
              stages of being shaved, hooked-up-to, grafted on with,
              stitched up, hung up, and screwed up.
              As Benny walks by all this horror, he's totally unaffected.
              He stops in front of a large observation window and looks in.
              BENNY'S POV:
              A doctor and his assistant are shoving more and more
              cigarettes into the already packed mouth of a giant gorilla
              who is strapped down to a chair.  The gorilla is gagging and
              gasping for air.  Suddenly, he sneezes and the cigarettes
              (like nails) are blasted out of his mouth, nailing the doctor
              and assistant to the wall.
              In another corner a little bunny is strapped in a miniature
              electric chair.  The technician throws the switch and the
              bunny is zapped into a pile of smoldering, frizzled fur.
              PAN ON over to a tattered cat being lowered by a claw-like
              device into the open mouth of a huge snake.  The cat is
              fighting to stay out of the reach of the snake.  The claw
              opens and the cat drops into the snake's open mouth.
              The smiling snake gulps the cat down.  We see the lump of the
              kicking and screeching cat moving down the inside of the
              snake's body.  Suddenly, a large bowling ball falls from
              above and the soggy cat is blasted out the other end of the
              snake.
              ANGLE ON Benny as he smiles an approving smile.  He's holding
              the worm jar under his arm.
              ANGLE ON Lenny and Marshall in the Jar.  The two worms are
              horrified at what they have been watching but they can't take
              their eyes off the scene.

		 						page 18.
 
                                  LENNY
                               (hypnotic trance)
                        I --- I --- don't think  we're
                        still in Kansas, Marshall ---
                                  MARSHALL
                               (shaky)
                        Nevada!  You mean Nevada.
                                  LENNY
                               (still traumatized)
                        Yeah!  Yeah!  Whatever.
                                  SECURITY GUARD (OS)
                               (yells)
                        HEY!  YOU!
              They are instantly jerked OS.
              ANGLE ON Benny and SECURITY GUARD.  The guard is holding
              Benny up by the back of his shirt and shouts in his face.
              Benny is still holding the worm jar in his hand.
                                  SECURITY GUARD
                        Where's  your badge?  You ain't
                        suppose to be in this building
                        without no badge!
              The guard pulls Benny closer.
                                  SECURITY GUARD
                               (continuing)
                        You ain't one of them bleedin'-
                        heart-anti-vivisectionists-
                        protestors-creeps, are you?
                                  BENNY
                               (stammering for words)
                        Not me!  I --- I like vivisection!
                        I love vivisectors!  Watchin'
                        people cuttin up live animals is
                        my life.
                                  SECURITY GUARD
                               (with a smile)
                        You too?  Me too!
                                  SECURITY GUARD
                               (continuing; stern
                                again)
                        But you still ain't suppose to be
                        in here without no badge!
              Benny shoves the worm jar in the face of the guard.
 
			 					page 19.
 
                                  BENNY
                        I got something special here!
                                  SECURITY GUARD
                        Yeah?  Yeah?  So what?  Worms in
                        a jar!
                                  BENNY
                        Take another look, buster!
              The guard, still holding Benny up in the air with one hand,
              snatches the jar out of Benny's hand.  He looks closer.
                                  SECURITY GUARD
                        Okay!  I looked!  Big deal!  Worms
                        with arms!
              He shoves the jar back in Benny's hand.
                                  SECURITY GUARD
                               (continuing)
                        You got any idea what's runnin'
                        around this place with extra arms,
                        tails, heads.  You name it, we got
                        it!
              EXT: RESEARCH BUILDING
              Benny comes flying out the door from a swift kick by the
              Guard.  Benny BOUNCES down the sidewalk and SLAMS into the
              side of a near-by building.  The worm jar goes flying.  Benny
              is out cold.
              The OS guard's voice fades as he walks back down the hall.
                                  SECURITY GUARD (OS)
                        Sheeeeeesh!  Worms with arms!  Kid's
                        stuff!
              PAN WITH THE BOTTLE
              It rolls down the sidewalk, bounces over some stairs, glances
              off the tennis shoe of a student, and rolls down the grassy
              lawn.
              ANGLE ON a PEDIGREED DOG and the worm jar.  The dog GRABS the
              worm jar and runs OS.
                                  WENTWORTH (OS)
                               (affected snooty
                                accent)
                        Oh...Good, dog!  Goooood, dog!

								page 20. 
              ANGLE ON WENTWORTH who is meticulously dressed, holding a
              tennis racket in one hand, with a tennis sweater wrapped
              around his waist.
              The dog comes bounding up with the worm jar in his mouth.
              Wentworth takes the jar out of the dog's mouth.
                                  WENTWORTH
                        What have you got there, ol' pup?
              He holds it up for a closer look.
                                  WENTWORTH
                               (continuing)
                        Hmmmmm.  Worms in a jar.  Worms
                        with arms.
              He glances OS in the direction of the research building.
                                  WENTWORTH
                               (continuing)
                        It must be from the research
                        building.
              He glances back down at the jar, then at the dog.
                                  WENTWORTH
                               (continuing)
                        I suppose I have to take it back.
                                  LENNY (OS)
                               (yells)
                        DON'T TAKE IT BACK!
              A surprised Wentworth looks around.
                                  WENTWORTH
                        Who said that?
                                  LENNY
                        I said that!  In the jar!
              CLOSE ON Wentworth and the worms in the jar. He holds the jar
              up to his face for a closer look.
                                  LENNY
                               (continuing;
                                demanding)
                        Take off the lid!  It's gettin
                        rank in here.
                                  MARSHALL
                        Not to mention --- we're running
                        out of air.
go_back.gif (2221 bytes)                                                                go_on.gif (2215 bytes)