28 INT. DRESSING ROOM -- NIGHT 28

Dressing room activity swirls around him, as William simply
listens. He holds a small microphone. His stoic look gives away
little of the full body rush he's experiencing. As the other
band members drift across frame, Russell Hammond, a true rock and roll believer, speaks as he straps on his guitar and gets ready
for the show. To the kid, every word is reckless gem.

RUSSELL
... and it's okay, because rock and
roll is a LIFESTYLE... and a way of
thinking and it's not about money and
"popularity!"

JEFF
Some money would be nice.

Jeff sprays some shaving cream into his palm, and rubs it into
his scalp - poor man's mousse.

RUSSELL
- but it's a voice that says here I
am... and FUCK YOU if you can't
understand me.

Russell smooths the strings of his guitar with a small cloth
from his guitar case. The kid notices all these close-up
details of rock.
RUSSELL (cont'd)
And one of those people is gonna save the
world and that means that ROCK AND ROLL
CAN SAVE THE WORLD -- all of us together.

The kid's eyes dance. He checks to make sure he's getting the
recording. He listens intently.

JEFF
And the chicks are great.

RUSSELL
But we didn't do it for that! We are
here because we needed to fuckin be
here, not just 'cause we needed to
away from Troy, Michigan, WHICH WE
DID... but what it all comes down to
is that thing. The Indefinable Thing,
when people catch something from your
music, the thing you put into it. I'm
talking about... what am I talking
about?

WILLIAM
(elegantly)
The buzz?
RUSSELL
THE BUZZ! And the chicks, the
whatever, is an off-shoot of THE BUZZ.
And like -- you saying you liked "Fever
Dog?" That is the fucking buzz, man.
All we get are these fucking old-ass
interviewers who don't understand,
don't LISTEN, don't appreciate why we
are here, which is the fuckin' BUZZ.

William nods, holds his microphone steady. Russell tunes his
guitar, ripping through unamplified guitar licks as he speaks.
Jeff hustles to reclaim his own connection to the interviewer.

JEFF
The next album will be even better.
More texture.

RUSSELL
But... it's not what you put in, is
it? It's what you leave out. Listen
to... listen to Marvin Gaye...

Russell's face grows rapturous as he discusses this piece of
music.
RUSSELL (cont'd)
A song like "What's Going On." That
single "woo" at the end of the second
verse - you know that woo - that single
"woo."

WILLIAM
(proudly)
I know that, "woo."

RUSSELL
(he does it)
That's what you remember. The silly
things, the little things... there's
only one, and it makes the song. It's
what you leave out. That's rock and
roll.

William nods, says nothing, keeps the microphone pointed.
Activity surrounds him.

JEFF
(impressed)
We used to talk more about this stuff.

RUSSELL
Okay. See, this is maybe the most
honest we've ever been in an interview
because you know our music. You're
the first press guy we've made friends
with. We don't normally talk like
this to them. And you're supposed to
be The Enemy! What are you - 18?

WILLIAM
Yeah.

RUSSELL
There you go. Still young enough to
be honest.

DICK
(walkie talkie crackling)
Ten minutes 'till showtime, anyone who
isn't in the band -- out!

Russell takes a last swig of beer. A roadie whisks his guitar
away.

DICK (cont'd)
All this luggage is going to L.A.!

William is swept out in the chaos of the pre-show ritual,
past the pile of luggage by the door. It's a colorful heap of
suitcases, featuring colorful laminated band tags, each with a
number.

29 INT. BACKSTAGE STEPS -- NIGHT -- MINUTES LATER 29

William sits on the backstage steps, writing feverishly in his
notebook. Behind him, two steps higher, Penny Lane scoots
into place.

PENNY LANE
I found you a pass.

WILLIAM
(amped, distracted)
Thanks. I got in with Stillwater.
(as he writes)
The guitarist, Russel Hammond, he
just thoroughly opened up. He is by
far the best and most honest interview
I've ever done.
(she nods)
I've only done two, but you know.
He's number one.

PENNY LANE
You're learning. They're much more
fun on the way up.

William nods, still scribbling. She eases down into place on
the step next to him. Her proximity cause him to look at
her, his eyebrows rising. She smooths them down with two single
fingers.

PENNY LANE (cont'd)
How old are you?

WILLIAM
Eighteen.

PENNY LANE
Me too.
(beat)
How old are we really?

WILLIAM
Seventeen.

PENNY LANE
Me too.

WILLIAM
Actually I'm 16.

PENNY LANE
Me too. Isn't it funny? The truth
just sounds Different.

WILLIAM
(confesses)
I'm 15.

PENNY LANE
You want to know how old I really am?

WILLIAM
(immediately)
No.

She looks upstairs, soaking in the sound of another band tuning
up. Music is her religion.

WILLIAM (cont'd)
How did you get started in all this?

PENNY LANE
It's a long story.

WILLIAM
(quick study)
Right. Right.

PENNY LANE
We live in the same city. We should
be friends.

She takes his backstage pass form his shirt and puts it on his
thigh - the cooler location. Nearby, the dressing room door
opens, and the Stillwater exits. Excitement level rises as
they mass in the hallway with instruments. We hear the amped
voice of Russell growing nearer.

RUSSELL
The Enemy!

He approaches, as William stands. Penny watches, hanging out
of Russell's eyesight.

Standing in the supercharged hallway, the kid is anxious to
introduce his new friends.

WILLIAM
Russell, this is Penny Lane.

PENNY LANE
(stepping into view)
Pleasure.

RUSSELL
Penny Lane? Like the song, right?

PENNY LANE
Have we met?

THEY SHAKE

And do not let go, for too long. There is history in their
shake. Their eyes tell all. Shot takes us to William, who
puts two and two together. It isn't hard. They clearly know
each other. Well.

WILLIAM
Well, I guess you've... you've met.

DICK
Penny Lane! God's gift to rock and
roll!! You're back!
(privately)
Marc Bolan. Please.

Other band members pass, adjusting clothes for show time,
waiting in the hallway... and now singing the Beatles song
"Penny Lane."

RUSSELL
Come on, let's go.
(noting kid's shyness)
Both of you.

30 INT. BACKSTAGE -- NIGHT 30

House lights go down. Cheers rise. Dick's flashlight dances
on the ground just in front of them, guiding their way in the
dark to the stage steps.

RUSSELL
- get in the huddle.

Russell pulls William into the band's huddle.

SHOT LOOKING UP AT THEM

Their band ritual, psyching together, arms on each other's
shoulders in a circle. They sing a dew lines of the classic
"Train Kept A-Rollin'" (or "Go See Cal" from the Cal Worthington
ad) They all touch feet, and then break, heading for the stage.
Russell directs Penny to his side of the stage. The kid follows.
Plugging in, still in darkness, Russell hits a practice chord --
thwack. He steps on effects pedal. Applause. (Adlib onstage
private patter, between members, goading each other -- the stuff
no audience ever hears) Twenty feet away, Dick prepares to
address the crowd from the darkened stage. It is his favorite
moment of the evening, the highlight of his job.

DICK
From Troy, Michigan. Please welcome --
(importantly)
Stillwater.

Light hits the stage, and the band launches into their opening
song, "If You Say Nothing." Audience response is strong.
Shot lingers on the face of William as he soaks in the most
undeniably exciting moment of any concert, the first thirty
seconds.

Jeff the singer grabs the microphone and launches into some
vocal pyrotechnics. Russell looks over to Penny and William,
at stage right, grinning, pretending to trip on his cord, an
elegant show-off move of a musician who is now where he
belongs... before seriously stepping forward for the first
guitar lead of the night. The kid looks over to see Penny
watching Russell.

31 EXT. BACKSTAGE -- NIGHT -- LATER 31

Cases are shut and rolled toward the trucks. Stillwater heads
for their bus. Jeff the singer says goodbye to Estrella Starr,
like a sailor leaving port. Russell lingers behind, saying
goodbye to William, loading his own equipment. Black Sabbath
passes with entourage, heading to the stage.

RUSSELL
(privately)
So. You want to come up to L.A., we'll
be at the "Riot House" all week.

WILLIAM
"The Riot House?"

RUSSELL
The Continental Hyatt House! It's on
Sunset Strip.

WILLIAM
(attempting cool)
Right. Right.

All the while, just over the kid's shoulder, Russell scans the
backstage crowd of hangers-on. Looking perhaps for Penny Lane.

DICK
Let's blow this burg!

RUSSELL
(exiting)
Well tell your friend Miss Penny Lane
to Call Me. Tell her "It ain't
California without her. We want her
around like last summer." Say it
like that.

WILLIAM
Got it.

RUSSELL
(returns, whispers)
Oh, I'm under the name - Harry Houdini.

JEFF
(exiting, to William)
The Enemy!! Yeah!! Come to L.A.,
we'll take some more.

Russell joins Jeff, exiting and laughing. A good show is still
in the air.

WILLIAM
Later Jeff! See you, Dick. Larry.
Ed.
(and now the roadies)
Mick, Gregg, Red Dog, Scully, Frosty,
Estrella, The Wheel!

ROADIES DICK
Laterrrr! We'll see you down the
line.

William is deliriously happy, hands upraised. He turns to see
Penny.

WILLIAM
PENNY!

PENNY
(calming him)
Hey. Hey. Be cool.

WILLIAM
You just missed Russell! He says he's
at the "Riot House" all week and to call
him. He's under the name Harry Houdini.
Do you know about the "Riot House?"

PENNY LANE
I think I've heard of it.

WILLIAM
He had a message for you! He said,
"It's not California without you. We
want you around like last summer."
(consults notebook)
Actually he said "ain't." "It ain't
California - "

PENNY LANE
I get the gist.

WILLIAM
How well do you guys know each other?

She smiles privately.

WILLIAM (cont'd)
I got it. No problem. Long story.
Alright! I gotta go.

Elsewhere in the arena, Black Sabbath is performing "Sweet
Leaf." The kid could care less. He has bonded with Stillwater.
He heads for the door. Penny walks with him. He's loving it.
They pass a still-scowling Scotty, flashing passes, as they
exit out into the ramp area.

32 EXT. SPORTS ARENA -- NIGHT 32

Penny takes out an eyeliner pencil, writes her number on the
back of his green notebook.

PENNY LANE
Call me if you need a rescue. We live
in the same city.

WILLIAM
I think I live in a different world.

They stand in the night air. The parking lot is largely silent
now, save for the thudding bass sounds of Black Sabbath. In
the distance, we hear Elaine's insistent whistle.

PENNY
Speaking of the world. I've made a
decision.
(a very serious secret)
I'm going to live in Morocco for one
year. I need a new crowd.

He nods. He is a rapt audience for this flashy girl.

PENNY (cont'd)
Do you want to come?

WILLIAM
Yes.

In the distance, we hear the family whistle growing louder.

PENNY
It's a plan. You've got to call me.

WILLIAM
Okay.

PENNY
It's all happening.

WILLIAM
It's all happening.

He nods coolly. He waits until she turns, and the sprints
through the parking lot, to the distant family whistle.