KNOCKED UP Written by Judd Apatow EXT. BEN'S HOUSE - DAY BEN STONE, 23, cute in a chunky Jewish guy sort of way, boxes one of his roommates, MARTIN. His other roommates, JAY and JASON fight with broom sticks. JONAH drinks beer on the couch spectating. QUICK IMAGES: We see Ben and Jay fighting. At one point they fight with gloves which are on fire, balancing on a plank over a dirty pool. Ben now has a fishbowl filled with weed smoke over his head. There is a smoking joint in his mouth, making the bowl get cloudier and cloudier. He starts coughing hysterically and takes it off. A boom box is playing. The boys are now free style rapping. It is terrible but they are having a blast. Pot is being smoked. Beer is around. EXT. AMUSEMENT PARK - A DIFFERENT DAY Ben and roommates ride a terrifying rollercoaster. INT. ALLISON'S BEDROOM - MORNING ALISON SCOTT, pretty, 24, wakes up to her radio alarm. INT. DEBBIE AND PETE'S HOUSE, BEDROOM Allison's sister, DEBBIE, sleeps on the floors of the bedroom, while her husband, PETE, sleeps on the bed with their eight-year- old daughter SADIE. CHARLOTTE, age three, jumps on the bed. CHARLOTTE Sadie, wake up. SADIE Oh my gosh. CHARLOTTE Daddy, wake up. Charlotte hits Pete. PETE Okay, I'm up. EXT. BACKYARD - MORNING She exits a guest house and walks to the main house dressed for work. INT. KITCHEN - MORNING Debbie, is making breakfast for Charlotte and Sadie. Pete enters the kitchen. KNOCKED UP - 2. DEBBIE I need you to take the kids to school this morning. PETE Oh, I would, but I'm supposed to work out. DEBBIE What? PETE I got an appointment with a trainer. I can't cancel now, he'll charge me. DEBBIE Well, you didn't tell me. PETE Yeah I did. Last week, I told you. DEBBIE You didn't tell me. PETE I did. And then I wrote it on the calendar like you told me to. DEBBIE No, you didn't tell me. PETE I did tell you. DEBBIE Well, you didn't, but what are we going to do? Because I have an appointment so you're taking the kids to school. Pete holds Charlotte in front of him. DEBBIE (CONT'D) Don't use the baby to cover your tracks. ALISON I can drive them. I'll drive them to school. PETE Thank you very much. DEBBIE Great. Good. You turned my sister into a limo driver. ALISON I don't mind. PETE (TO CHARLOTTE) It all worked out! KNOCKED UP - 3. INT. ALLISON'S CAR - DAY Alison drives the kids to school. Charlotte and Sadie sit in the back. Charlotte GIGGLES. ALISON What are you giggling about? SADIE (TO CHARLOTTE) Be quiet. You're starting to annoy me. CHARLOTTE Poo poo. ALISON Ladies. Nice. SADIE You know what I did the other day? ALISON What? SADIE I Googled "murder." ALISON You Googled "murder?" SADIE Yeah. ALISON Why? I mean what did it say? SADIE It didn't say anything. It just showed pictures of people lying dead on the floor and...blood everywhere and ugh... ALISON That was just ketchup. (BEAT) Who wants to hear some music? SADIE I want to hear "Rent." CHARLOTTE I want to hear Green Day! SADIE No, we're listening to "Rent." CHARLOTTE Well, I want to listen to Green Day. Sadies takes Charlotte's doll. SADIE Well, I got your baby! KNOCKED UP - 4. Charlotte WHINES. ALISON Don't taunt her. Come on. SADIE Here. Sadie shoves the doll at Charlotte. ALISON Sadie! CHARLOTTE (CRYING) Ow! ALISON Why did you just do that? Don't throw things at your sister! CHARLOTTE She hit me. ALISON Did you hit her? SADIE I did not. ALISON Make her happy. (TO CHARLOTTE) It's okay. SADIE It won't make her happy. She spilled all the marbles on the floor. ALISON Well, give her her marbles back. INT. BEN'S HOUSE - DAY In a living room of the house the guys have created an office for their web site. There are a few large tables, several computers which they work at, and a few TV sets which have movies running on them. Ben and his friends are holding a meeting. They each have a note pad and pen, and Jonah is on a computer. They smoke a joint and drink beers. JASON All right? Now, are you sure you understand the terms of the bet? `Cause this is serious. MARTIN Oh, no. KNOCKED UP - 5. JASON Martin, listen. You don't shave your beard or cut your hair for one year, and if you can do that, I will pay your rent. But if you shave, then you have to pay all five of our rents. MARTIN Thanks for the free money, bitch. JONAH Hey, Martin, was it weird when you joined the Taliban, being American and everything like that? Like when you see a woman driving a car, do you just get pissed? JASON Just watch your back, Serpico. You never know who your friends are. MARTIN You guy can't make fun of the me the whole time. JASON But, Martin, it's a competition. It's called "The Dirty Man Competition." We're gonna make fun of you until you shave the beard. That's the rules. JAY That's the whole point. You're supposed to be tempted into shaving. BEN Your face looks like Robin Williams' knuckles. MARTIN You guys aren't allowed to make fun of me. It's not part of the rules. JASON Martin, why didn't you just listen to me when I was explaining the rules? You just looked at me with that blank stare of yours. It was like talking to a wax statue. BEN Okay, guys, are you ready? So... "Only at `Flesh of the Stars.com' will customers be able to find exactly how long into what movies their favorite stars are exposed." JASON Nice. JAY Oh, fuckin' booya. BEN Pretty good, right? KNOCKED UP - 6. JONAH Yeah. JASON Yeah, ka-ching. Ka-ching. Ka-ching. JONAH Guys, let's start loggin', all right? Charles Manson? Do you have any other thoughts? MARTIN Good, awesome, let's start this off with a bang. Jamie Lee Curtis. I got an hour and ten minutes in "Trading Places." Uh, both chesticles. JAY Ah, I got something. A three-titted alien from "Total Recall?" JONAH Aw, she's not famous. JASON (IMITATING SCHWARZENEGGER) "Damn it, Cohaagen, give the people the air." INT. E ENTERTAINMENT TELEVISION STUDIO - DAY RYAN SEACREST stands in front of a series of cameras. Alison stands behind with a clipboard and headset. RYAN SEACREST So if you want that perfect tan like the stars, he's the one to see. We'll be right back on "E! News." Stay with us. ALISON (into her headset) Okay. RYAN SEACREST Okay, is Jessica Simpson here yet? ALISON Let me check. RYAN SEACREST Is she on her way? ALISON Hey, guys? RYAN SEACREST She's left her house? ALISON (into her headset) Okay, let me know when she's pulling in. (MORE) KNOCKED UP - 7. ALISON (CONT'D) (TO RYAN) She's about to pull in. RYAN SEACREST Is she camera-ready? ALISON (into her headset) Is she camera-ready? RYAN SEACREST If she's going to be in hair and makeup for three hours. I can't do it. I'm not going to be here. I got to do "American Idol." It's live. I got to do it. I got to be there. What are we going to interview her about? ALISON Nothing personal. RYAN SEACREST No personal questions. ALISON No personal questions. Don't ask her about her sister and her nose job. RYAN SEACREST No plastic surgery questions. ALISON She doesn't want to talk about her boobs or her father's comments about her boobs. RYAN SEACREST Great. We'll talk about the Middle East and maybe an idea of an exit strategy. Maybe she has a good pitch. Should I ask her about Korea? Maybe have her point it out to us on a globe? I don't understand the young talent in this town! It doesn't make any sense. I got four jobs. Hell, I'm more famous than half the people we talk to anyway! No one stands up. No one has the balls to sit them down and say, "Look, just cut the shit."But everybody works for `em. They're all on the payroll. They're all sucking the teat! Nobody sits `em down, eye-to- eye, one-on-one, and says... "Cut the shit." And all these stars just to fuck it up. That's what they do. They fuck my day up! And it pisses me off! And now I'm sweating. ALISON You know what? You want us to just come and get you when she gets here? You want to head to the green room for a minute? Just chill out? RYAN SEACREST That's a good idea. KNOCKED UP - 8. ALISON Want us to bring you anything? You want some water? RYAN SEACREST No. ALISON You want a cookie? RYAN SEACREST Cookie, yeah, cookie. Thanks. ALISON Okay, we'll get you a cookie. RYAN SEACREST I'm sorry I'm pissy. JILL, one of the E! executives, approaches Alison. JILL Alison? ALISON Yeah? JILL Jack and I need to see you in his office. INT. JACK'S OFFICE, E! ENTERTAINMENT - DAY Allison's boss, JACK, early forties, is at his desk. Alison and Jill sit in the office. JACK Thanks for coming in, Alison. Well, we wanted to talk to you today because we had a little debate on the conference call with New York about you. ALISON You were talking about me? JACK We were wondering aloud to one another whether or not you would be good for on-camera. ALISON What'd you decide? JILL They decided that they like you. And they would like to put you on camera. ALISON Really? JILL I know. I was so surprised, too. KNOCKED UP - 9. ALISON Oh, my God. This is the best news ever. Thank you so much. This is great! JACK Congratulations. ALISON Thank you. JACK I'll take that smile as a "Yes, I'll do it." ALISON Absolutely. I'm so excited. Oh, my God. JILL It's a lot of work. Can't wait to see what happens. It's going to be tough. Tough job. JACK About the work, most immediately, there's going to be some things that you're going to be able to get that other people in the office don't get. One of them: Gym membership. ALISON You want me to lose weight? JACK I don't want you to lose weight. JILL We can't legally ask you to do that. JACK We didn't say lose weight. JILL No. JACK I might say "tighten." ALISON "Tight." JACK A little...tighter? JILL Just like toned and smaller. JACK Don't make everything smaller. I don't want to generalize that way. Tighter. JILL We don't want you to lose weight. We just want you to be healthy. KNOCKED UP - 10. ALISON Okay. JILL You know, by, by eating less. We would just like it if you...go home and step on the scale and write down how much you weigh and subtract it by, like, twenty. ALISON Twenty. JILL And then weigh that much. JACK Just remember, you've got it here, you've got it here, and everybody's going see you right there. INT. HOUSE - NIGHT Debbie and Alison hug. Pete is on the couch wearing headphones. DEBBIE Yay! That's so exciting! ALISON Yay! DEBBIE Oh my god! (TO PETE) Hey! PETE Huh? ALISON I got a promotion. PETE Oh, congratulations! ALISON Thank you. PETE Hey, maybe you can get your own place now. ALISON Oh, let's not get ahead of ourselves. Yay! DEBBIE Let's go celebrate. ALISON Okay, let's do it. KNOCKED UP - 11. DEBBIE Pete'll watch the kids? PETE Yeah! We can watch "Taxicab Confessions." DEBBIE What are you going to do? ALISON I don't know! Debbie and Alison SHRIEK. DEBBIE I'm so excited. ALISON Yay! INT. CAR - NIGHT Alison and Debbie drive to a nightclub. DEBBIE I walked in on him masturbating one night. ALISON Ooh! Did you get the deer-in-the- headlights look? Did he freeze or did he finish? DEBBIE No, he tried to pretend like he wasn't doing anything under the covers. ALISON Oh, no! DEBBIE I buy these nice towels and he whacks off into them. ALISON "Deb and Pete forever" DEBBIE And once he does that into them once, they're never soft ever again. EXT. NIGHTCLUB - NIGHT Alison and Debbie are walking over. DEBBIE I can always tell if I'm looking good based on whether or not we get in. They reach the front. The Bouncer looks at them and waves them in. KNOCKED UP - 12. BOUNCER Ladies? ALISON Guess we're looking good. DEBBIE If I didn't get in, I would have lost my shit. Ben and the guys are standing at the head of the line. BEN What's going on man? How long you gonna make us wait out here, for Christ's sake? JAY Come on! What the fuck! INT. NIGHTCLUB Ben sits with his friends, Jason, Jonah, Jay, and Martin. BEN You know what movie I just saw again the other day which is fucking, like, mind-blowing, and I haven't seen it since it came out? "Munich." JAY "Munich!" JONAH Dude, "Munich" fuckin' rules. JAY "Munich" is awesome! BEN That movie was Eric Bana kicking fuckin' ass! They all agree. BEN (CONT'D) Dude, every movie with Jews, we're the ones getting killed. "Munich" flips it on its ear. We cappin' motherfuckers. JONAH Not only killing, but fuckin', like, takin' names. BEN If any of us get laid tonight, it's because of Eric Bana in "Munich." JONAH I agree with that. JAY I agree. KNOCKED UP - 13. BEN You know what is not helping us get laid? Is the shoe bomber, Richard Reid, over here at our table. I like your shoes. JONAH How was "Burning Man" this year? BEN Fuck you guys, I'm glad I'm not Jewish. BEN (CONT'D) So are we. MARTIN Fine. Screw it. BEN You weren't "chosen" for a reason. JAY Yeah. Ahh! JASON Ohh!!! Meanwhile, Debbie and Alison head for the bar. DEBBIE It's like everyone in here is twelve years old. Debbie SIGHS. DEBBIE (CONT'D) Am I too old to be here? ALISON What? DEBBIE Am I too old to be here? ALISON No, of course not. DEBBIE Does it look weird that I'm here? ALISON No, not at all. DEBBIE Am I hotter than these little bitches? ALISON Yes! You look amazing. DEBBIE Guys in here would fuck me, right? KNOCKED UP - 14. ALISON Yes. DEBBIE That's weird to say, but, it makes me feel better. ALISON You look hot. DEBBIE I believe you. ALISON I'm getting us drinks. Alison leaves for the bar. INT. NIGHTCLUB BAR - MOMENTS LATER Ben is already at the bar attempting to get the BARTENDER's attention. BEN Yo, a beer over here, please? You're gonna be embarrassed when you realize I'm Wilmer Valderrama. God. ALISON (to the Bartender) Oh, Hey! Excuse me! BEN He's literally ignoring this entire half of the bar. Don't even bother. ALISON Yeah, awesome. BEN A beer over here, please? He looked at us! Did you see that? ALISON Yeah, that was rough. BEN And if you can't get service, what am I gonna do, you know? ALISON Great. It's going to be that night. BEN Okay, you want a beer? ALISON Yeah. BEN Just observe. KNOCKED UP - 15. Ben leans over the bar and picks up two bottles of beer and drops money on the bar. BEN (CONT'D) (cont'd) There you go. BARTENDER Come on, man! BEN Here you go! For your trouble! Thank you. Ben hands one beer to Alison BEN (CONT'D) (cont'd) (TO ALISON) There you go. ALISON Thank you. BEN Okay, enjoy it. ALISON Are you sure? BEN I'm sure. I tried that once before at The Comedy Store and I got punched in the ear. ALISON Thanks a lot, Oh, fuck, fuck! I'm supposed to get one for my sister. BEN Oh, here, take mine. Ben hands Alison his beer. ALISON No, that's okay. I'll wait. I'll, he'll get me-- BEN (INTERRUPTING) Please, I very rarely look cool. This is a big moment for me. Just take it. ALISON Thank you. Awesome. BEN No problem. ALISON I'm Alison. BEN I'm Ben. An awkward beat passes between them. KNOCKED UP - 16. ALISON Well, have a great night. BEN Okay, you too. Have a-- ALISON Thanks for the beer. BEN Okay, enjoy, be nice to them. ALISON Bye. Thanks again. Alison leaves the bar to rejoin Debbie. BEN I'll see ya later. (TO HIMSELF) No, I won't, `cause I'm a pussy. INT. NIGHTCLUB - CONTINUOUS Ben rejoins his friends. JASON What's up, daddy? BEN That girl. She, she totally gave me an opening, man, and I locked up. I just want to get shit-faced, though, you know? I'll just jerk it later. It's cool. JASON Are you fuckin' crazy, man? She looks...smart. Who's that she's sitting with? BEN It's her sister. JASON Her sister? BEN Yeah. JASON Dude, it's the dream. What are we doin' standing here man? Let's go. Come on, follow me. (TO MARTIN) You stay here. MARTIN Why? JASON `Cause your face looks like a vagina. KNOCKED UP - 17. MARTIN Dick! Ben and Jason head toward Alison and Debbie. JASON Hey, which one's the sister? Jonah approaches Martin. JONAH Hey, Crockett. You still partyin' with Tubbs these days? MARTIN Come on, man. I'm getting it from all angles here. I don't like it anymore. JONAH I know, I don't either. Was it weird when you changed your name from Cat Stevens to Yusuf Islam? MARTIN Yeah, it was really awkward. JONAH All right, man. I got to take off. See ya, "Scorsese on coke." Jay GROWLS loudly. MARTIN What's that? JAY Chewbacca. It's, you know, it's Chewie. MARTIN Oh, another beard joke. JAY Fuck. MARTIN Fuckin' hilarious! Meanwhile, Ben and Jason get to Alison and Debbie's table. BEN Hey. ALISON Hey. BEN Hi, this is my friend, Jason. I just wanted to see how my beers were doin'. ALISON This is my sister, Debbie. KNOCKED UP - 18. BEN Oh, hi, I'm Ben. DEBBIE Hi, Ben? BEN Yes. DEBBIE Nice to meet you. JASON How ya doin'? DEBBIE Good, how are you? JASON Just trying not to stare. ALISON She's married. DEBBIE (TO ALISON) Why do you have to say that? ALISON What? JASON It's a shame. You're beautiful. DEBBIE Thank you. ALISON She has two kids, too. DEBBIE Shut up! ALISON What? It's nothing to be ashamed of. BEN You think that's gonna stop him from hitting on her? It's not, at all. JASON I love kids. DEBBIE Really? JASON Yeah, absolutely. Debbie's cell phone RINGS. KNOCKED UP - 19. DEBBIE Excuse me. (into the phone) Hello? BEN Cool phone. ALISON Yeah, she's got a really cool phone. DEBBIE (into the phone) What? Is it a rash or is it the chicken pox? I don't know! Google it. Okay. All right, bye. (to Alison et al) I got to go. Sadie might have the chicken pox. JASON I had the chicken pox three times. I have no immunity to it. BEN We don't have the heart to tell him it's herpes. JASON It's not herpes if it's everywhere. DEBBIE (TO ALISON) Are you coming? Alison and Ben exchange a strange look. ALISON Um, uh, you know, I'm all dressed, so I'll just hang out. DEBBIE Really? ALISON Yeah, I'll take a cab home. DEBBIE Be safe. ALISON I will. JASON Bye, lovely. DEBBIE Bye. Debbie leaves. JASON All right, I'm gonna let you two get to know each other. KNOCKED UP - 20. INT. NIGHTCLUB - NIGHT QUICK CUTS Ben and Alison talking, dancing and drinking. BEN Cheers. ALISON Cheers. BEN To you. Ben and Alison take pictures of each other with their cell phones. ALISON No, no. You know, the like, Entertainment News channel? BEN Oh, E! ALISON E! Ben and Alison dance, clearly pretty drunk now. We see Ben's friends in the background, also dancing. Ben pretends to throw dice while dancing. JONAH Dude, I think he's doing the dice thing too much. JAY That's really all he's got. Alison and Ben take another shot. Alison runs her fingers through Ben's hair. ALISON I love your curly hair! It's so great. Do you, like, use product or anything? You put anything in it? BEN I use Jew. You want to get out of here? ALISON Yeah, let's go. We can go hang out at my place? BEN Yes, uh, uh, uh... ALISON I'll show you my audition tape. BEN Wicked. KNOCKED UP - 21. ALISON It's really funny. BEN Okay, I'm really excited to watch that. They exit the club. EXT. NIGHTCLUB - MOMENTS LATER Alison and Ben stagger out of the club and head down the sidewalk. BEN We should get a cab. Ben grabs Alison and they kiss. EXT. BACKYARD - LATER Ben and Alison stagger across Pete and Debbie's yard towards the guest house. BEN This is a big yard! ALISON Shh! BEN Let's go swimming right now. Let's just do that. ALISON No. BEN I'm doin'-- Whoo! INT. ALLISON'S BEDROOM - MOMENTS LATER Alison and Ben collapse on the bed and make out. They take off their shirts. BEN You're prettier than I am. They continue to make out. ALISON Do you have a condom? BEN I do. ALISON Okay. BEN It's in my pants. I have a condom. KNOCKED UP - 22. ALISON Okay. BEN I'll get it. Ben grabs his pants and takes out a condom. BEN (CONT'D) Man. Ben struggles to put on the condom. BEN (CONT'D) Come on. ALISON Hurry up. BEN (to the condom) Stupid fucker. ALISON What are you doing? BEN I almost got it. Just give me a second. ALISON Oh, God, just do it already! BEN Okay. Ben throws the condom on the floor and rolls over onto Alison. BEN (CONT'D) Good thing I'm drunk. This is lasting forever. ALISON Yeah, it's awesome. BEN I just doubled my record time. (BEAT) I'm sorry I'm sweating on you. ALISON Okay, just stop taking. EXT. GUEST HOUSE - MORNING Establishing shot of the guest house in morning light. INT. GUEST HOUSE - MORNING Ben is SNORING, his ass fully exposed. Alison is wide awake, clearly kept up by his unattractive snoring. She stares at him, not sure how she feels about what happened last night. KNOCKED UP - 23. She nudges him with her foot. BEN Fuck off, Martin. I said, fuck off Martin. Ben awakens and turns around. ALISON Hi. BEN Oh. Hey. ALISON Hey. Ben assesses the situation. BEN I'm naked. ALISON Yeah. BEN (WHISPERING) Did we have sex? ALISON Yes. BEN Nice. (BEAT) What time is it? ALISON Seven-thirty. BEN Why the fuck are we awake? Let's go back to sleep. ALISON I have to go to work. BEN Really? ALISON Do you need to get to work or anything? BEN No work today. Do you want to get breakfast? ALISON Okay. KNOCKED UP - 24. EXT. GUEST HOUSE - MORNING Alison and Ben walk to their cars. Suddenly Pete walks out of the house with the kids. ALISON `Morning. PETE Good morning Alison. BEN I'm Ben. What's happenin', man? PETE Ben. BEN How's it goin'? Pete shakes Ben's hand and smiles. PETE (PLAYFULLY) Ah, to be young. ALISON Stop it. PETE You stop it. ALISON See ya later. BEN All righty. PETE See ya later. Enjoy the day. (TO CHARLOTTE) Never do what they did. CHARLOTTE I'm gonna do it. PETE You are? Uh-oh. Someone's getting home- schooled. INT. DINER - DAY Alison is in the booth. Ben emerges from the bathroom. BEN Whew. I just yacked, something nasty. I feel way better, though. I think that's the secret. You just gotta puke. Did you puke? ALISON No. KNOCKED UP - 25. BEN You can. I won't think it's gross or anything. ALISON I'm fine. BEN Oh, okay. ALISON I just need some coffee, so... BEN You know, the best thing for a hangover's weed. Do you smoke? Do you smoke weed? ALISON Not really. BEN You don't? ALISON No. BEN At all? ALISON Mm-mm. BEN Like in the morning? ALISON No, I just don't. BEN It's the best medicine. `Cause it fixes everything. Jonah broke his elbow once. We just got high and, it still clicks, but, I mean, he's okay. ALISON Right. BEN Yeah. Last night was great...what I remember of it? ALISON Right, yeah. BEN Yeah. ALISON We had a great time. BEN Yeah. So what do you do? KNOCKED UP - 26. ALISON I work at E! BEN The television channel? ALISON Uh-huh, remember? BEN Wow. ALISON We had, we had this conversation last night. I, I told you about my promotion and I was out celebrating it. No? BEN I don't remember that at all. ALISON I'm super excited about it. I'm actually doing my first on-air interview today. BEN With who? ALISON Matthew Fox. BEN Matthew Fox from "Lost?" ALISON Yeah. BEN You know what's interesting about him? ALISON What? BEN Nothing. Will you tell him he's an asshole for me? ALISON No. BEN Someone needs to. Like who gives a shit? ALISON I hope a lot of people actually because that's what my job entails, is making sure people care about what he has to say. I'm interviewing him. BEN Maybe it's just me. Maybe I just don't give a shit. I'm just saying he deserves a beat down. KNOCKED UP - 27. ALISON It's sort of embarrassing to ask at this point, but what do you do for work? BEN Me and my roommates have started...we're starting an Internet website. ALISON Oh, cool, what is it? BEN I'll give you the virtual experience okay? How's that? You're at your computer. Who's an actress you like? ALISON Mary Tyler Moore? BEN No, that does not work at all. Let's say you love Meg Ryan. ALISON I do. BEN Great. Who doesn't? Let's say you like her so much, you want to know every movie where she shows her tits. And not just that, but how long into that movie she shows her tits. Come to our web page, exclusively, type in `Meg Ryan.' Bam! `In the Cut,' thirty-eight minutes in, forty-eight minutes in, like an hour and ten minutes in. She's like naked that whole fuckin' movie. She does full-frontal in that movie. ALISON (DISGUSTED) Wow. BEN They should have called her Harry, not Sally. ALISON Really. BEN I'll show it to you. I'll show you Meg Ryan's bush. ALISON (EXASPERATED) Okay. BEN Cool. ALISON I actually need to get going, so. KNOCKED UP - 28. BEN Awesome. Can I get your number? Alison is incredulous. BEN (CONT'D) We had fun, right? We should hook up again. ALISON I'm gonna give you my card because that'll be the best way... BEN If you want to contact me, I don't have a cell right now because of payment complications, but you can email me at the web page, I check it. It's Ben at flesh of the stars, one word, dot com. Alison gets out of the booth. Ben gets up too. BEN (CONT'D) So, awesome. ALISON All right then. Nice to meet you. Ben puts his arms out for a hug. Alison complies. Ben kisses the air. ALISON (CONT'D) Take care. BEN Okay, uh, see ya. Alison exits the diner. BEN (CONT'D) Bye! (TO HIMSELF) That was fuckin' brutal. Yeah, that was brutal. CARD: 8 WEEKS LATER INT. E ENTERTAINMENT TELEVISION STUDIO - DAY Alison is standing on stage with JAMES FRANCO. ALISON Hi, I'm Alison Scott and we're here today with James Franco from "Spider Man." ALISON (CONT'D) How are you? JAMES FRANCO Great. KNOCKED UP - 29. ALISON Thanks for coming. JAMES FRANCO Of course. ALISON Tell me, were you a big fan... Alison GULPS and appears uncomfortable. ALISON (CONT'D) ...I'm sorry, let me take that again. JAMES FRANCO Okay. ALISON Tell me, were you a big fan of the comic books growing up? JAMES FRANCO No, actually, I didn't read any of the comic books until I got the movie. Alison stares at the floor looking ill. She breathes heavily. JAMES FRANCO (cont'd) Are you okay? ALISON Uh-huh. Yeah, just, what about the comic books? Keep talking. JAMES FRANCO Like I said I really wasn't into them, but now that I did the research, I think they're pretty amazing. Alison runs offstage and VOMITS into a trash can. Repeatedly. JAMES FRANCO (cont'd) What the fuck? Alison continues to puke. INT. EDITING BAY Alison and her editor, BRENT, are watching the Franco/puking clips. BRENT Is that the sound of you puking? JAMES FRANCO (ON TV MONITOR) If this is one of those fuckin' joke shows, I'm not into it. BRENT We should put this on YouTube. ALISON Shut up. KNOCKED UP - 30. BRENT This is hilarious. ALISON You're an asshole. BRENT Look how sweaty you are. You look like Dom DeLuise. ALISON I don't need to see it again. It's gonna make me throw up. BRENT You look like Jabba the Hutt dying. Brent HISSES like Jabba the Hutt. ALISON You're such an asshole. BRENT I'm just jerking your chain. I'll fix this. No problem. ALISON Yeah, maybe if you can just edit this out and we can re-- Alison swallows hard. ALISON (CONT'D) --we can reshoot my questions. Alison looks ill again. BRENT What's up? Alison is frantically looking for a place to vomit. BRENT (CONT'D) (cont'd) Whoa, whoa, whoa, no, no, no. Over here. Not on the mixing board, not on the mixing board. Alison finds the trash and VOMITS. BRENT (CONT'D) Are you okay? ALISON Oh my god. Oh my god. BRENT Are you sick? ALISON I don't know. BRENT What'd you eat? KNOCKED UP - 31. ALISON I haven't eaten today yet. BRENT You haven't eaten yet? ALISON Do you have a napkin or something? Brent grabs a stray piece of paper. BRENT Here, here. What do you have, like the flu? ALISON I don't know. BRENT God, I hope you're not pregnant. ALISON It's impossible. You have to have sex to get pregnant. Alison reacts with a sad realization. Brent picks up the phone. BRENT (into the phone) B.K. It's Brent Master Five. Alison just puked. Dude, that's what I said. She's probably pregnant, right? ALISON Oh, shit. BRENT (into the phone) How does she look right now? She looks like she just realized that she's pregnant. INT. DEBBIE AND PETE'S HOUSE, BEDROOM - NIGHT Debbie and Alison are sitting on the bed. ALISON No, I can't be pregnant. Right? That was what, eight weeks ago? DEBBIE Did you miss your period? ALISON No. Wait. I don't know. Shit. I don't know. I can't remember. I was, I mean, I've been really stressed at work. I can't remember my last period. DEBBIE Are you the lady who doesn't realize she's pregnant until she's sitting on the toilet and a kid pops out? KNOCKED UP - 32. ALISON Can you not joke right now? Don't joke right now. This is really serious. DEBBIE Did I meet him? ALISON Yeah. You know, he was kind of like medium height, sort of...chubby. Blonde, curly hair. Remember? DEBBIE With the man boobs. ALISON Yes! Here, I have this thing of him on my phone. Alison takes out her phone to play a video. BEN (ON PHONE VIDEO) Hey! I live in your phone! This is the best night of my life! I gotta pee. DEBBIE Oh god. How did this happen? ALISON Oh, shit. DEBBIE Well there's only one way to find out. INT. DRUG STORE Alison and Debbie run down the aisles looking for pregnancy tests. DEBBIE They're here! Here they are! Over here! Every test on the shelf is pulled into their basket. ALISON Okay. "Positive Choice." DEBBIE "Easy, One, Two, Three." They run toward the check out counter. INT. DEBBIE AND PETE'S HOUSE, BATHROOM - MOMENTS LATER They dump all the tests on the floor. Alison sits on the toilet and rips one test open. She puts the applicator between her legs. ALISON Here. Hurry up now. Come on. The test reads positive. KNOCKED UP - 33. ALISON (CONT'D) Get more! Get me a few more! DEBBIE Did you try the "Ova-Sure?" Alison furiously drinks some juice. ALISON I'm dripping, I'm dripping. Wait. They check another test. DEBBIE Good! A smiley face! Oh, I think that's bad. ALISON How long does this one take? DEBBIE These can't all be positive. Let me try one. Pete enters to see Debbie sitting on the toilet. Debbie urinates on the test and checks it. ALISON God, you really had to pee. Debbie picks up a test. It's positive. DEBBIE What is this? What the hell is this? ALISON I think you picked up the wrong one. DEBBIE Fuck. That scared me. That would suck. Alison glares at Debbie. DEBBIE (CONT'D) I'm sorry. That scared me. EXT. DEBBIE AND PETE'S HOUSE, POOL - NIGHT Alison is on a chaise lounge. Debbie is sitting nearby. ALISON It's gonna be fine. Right? Debbie contemplates. ALISON (CONT'D) (cont'd) Right? DEBBIE Of course it will be fine. It's gonna be fine. KNOCKED UP - 34. ALISON Shit. DEBBIE You just need to call him. ALISON Maybe I don't need to call him until after I see the doctor. DEBBIE You need to call. ALISON I don't want to call him. I don't need to call him. DEBBIE You should call. ALISON I can't call him anyway. He doesn't even have a phone. He didn't even have a number to give me. DEBBIE He doesn't have a phone? ALISON Said some kind of billing issue. DEBBIE He can't afford a phone? Sadie has a phone. ALISON Shit, you're right. I got to call. I don't know. I'm gonna have to look him up on his stupid website. DEBBIE What kind of website does he have? INT. DEBBIE AND PETE'S HOUSE, OFFICE Debbie and Alison sit at the computer looking at Flesh Of the Stars. DEBBIE He spelling "coming" wrong. Oh it's "cum." That's gross. ALISON Just go to "Contact Us." DEBBIE Ben? ALISON Yeah. Debbie begins to type the email. KNOCKED UP - 35. DEBBIE "What is your number? I need to speak with you right away." Send? ALISON Yep. DEBBIE You're sure? ALISON Yeah. EXT. BEN'S HOUSE - NIGHT Ben and his roommates are sitting around smoking weed. JAY I love weed. JONAH I could smoke weed every second of every day. Ben wears a gas mask attached to a bong. BEN (through the mask) Jay, I am your stoner. Everyony LAUGHS. Jason sits with his laptop. JASON Hey, Benjamin? BEN Yeah. JASON "Flesh of the Stars" just got an e- mail. BEN Really? JASON Would you like me to read it to you? BEN Yeah, sure. JASON "Ben, what is your number? I need to speak to you right away. Alison Scott" BEN, JASON & JONAH Ohhhhhh! BEN Shit! Someone wants seconds, mama! KNOCKED UP - 36. Jason types a reply while Ben watches on. JASON "Looking forward to speaking with you." BEN Yeah. Do one of those smiley faces at the end. Fuckin' A. Those are sexy. JASON Sent. INT. DEBBIE AND PETE'S HOUSE, OFFICE Alison paces as she dials Ben's number. EXT. BEN'S HOUSE The phone RINGS. BEN Uh-oh! JAY Somebody wants another piece! BEN Shhh.... JAY (WHISPERING) Booty, booty, booty call. INTERCUT: BEN (into the phone) Hello? ALISON (into the phone) Hi, Ben, this is Alison. I don't know if you remember me. BEN (into the phone) Oh, yeah, Alison. What's up? Ben is humping Jason's head. JONAH She like-a the way your dick tastes. ALISON (into the phone) I actually was just wondering if maybe you, wanted to get together, like tomorrow night? KNOCKED UP - 37. BEN (into the phone) I've been meaning to call you so we could hook up again. You know what I'm sayin'? ALISON (into the phone) Let's meet up maybe tomorrow night? You wanna just grab some dinner? BEN (into the phone) Why not? Meeting of minds sounds good. What do you say Geisha House, Hollywood, nine o'clock? ALISON (into the phone) Sure. That's cool. Can we make it more like six, though? I'd like to keep it early. BEN (into the phone) Six o'clock. Beat the rush. Yeah, leave more time for afterwards. Dessert. Sweet. ALISON (into the phone) Okay. I'll just meet you there, then, at six. All the guys mime having sex with each other. BEN (into the phone) I'll see you there. Take care. Peace. ALISON Oh, shit. BEN I'm gonna get laid mother fuckers! High fives all around for Ben and the roommates. INT. GEISHA HOUSE - NIGHT Ben and Alison sit at a table in the crowded restaurant. BEN Nice place, huh? ALISON It's really nice. BEN Sorry it took so long to get a table. I didn't realize you needed a reservation. KNOCKED UP - 38. ALISON That's okay. BEN You look very pretty, though. ALISON Thanks. Yeah, I just thought, I don't know, I thought maybe it'd be cool to hang out a little bit and... We didn't really get to talk much last time so I THOUGHT-- BEN That we didn't. ALISON I thought maybe we'd just talk and get to know each other...better. BEN Cool. Okay, I'll start. I'm Canadian. ALISON That's cool. BEN From Vancouver. I live here illegally, actually. Don't tell anyone. But it works out in my advantage, ultimately, `cause I don't have to pay any taxes. So financially that's helpful `cause I don't have a lot of money. I'm not poor or anything but I eat a lot of spaghetti. ALISON So the web page is it just something that you guys do for fun? Do you have a real job? BEN Well, that is our job. ALISON Oh. BEN We don't technically get money for the hours we put in, but it is our job. ALISON So, how do you...? BEN How do I pay rent and shit? ALISON Right. BEN When I was in high school, I got ran over by a postal truck. KNOCKED UP - 39. ALISON Oh, my God. BEN It was my foot more than anything. But, I got fourteen grand from the British Columbia government. ALISON Right. BEN And that really lasted me until now. It's been almost ten years. I have like nine hundred bucks left. So that should last me for I'm not a mathematician, but like another two years or some shit...I think. ALISON Yeah. So, I have something I really need to tell you. It's kind of why I called you. Here it goes. I'm pregnant. BEN Fuck off. ALISON What? BEN What? ALISON I'm pregnant...? BEN With emotion? ALISON With a baby. You're the father. BEN I'm the father. ALISON Yes! BEN How the fuck could this happen? ALISON I don't know. I thought you were wearing a condom. BEN No. ALISON What? BEN I wasn't. KNOCKED UP - 40. ALISON Why not? BEN Because you told me not to. ALISON What are you talking about? BEN What am I talking about? You told me not to. ALISON I did not tell you not to wear a condom. BEN Here's what happened, okay? I will give you a play-by-play of my memory. I almost had the condom on my dick. It was on the cusp and then you said, "Just do it, already." ALISON I didn't mean do it without a condom. I mean "do it" like "hurry up," like "get fucking going!" BEN Well, I assumed you were wearing a patch, or like a dental dam or one of those fuckin' butterfly clips or something like that. ALISON What the hell is a dental dam? BEN It's like Saran Wrap! It's disgusting, okay? But I thought you had one. Why the fuck didn't you stop me once we started? ALISON Oh, my God! I don't know! I couldn't tell that you didn't have one on! Obviously, I was drunk! BEN Was your vagina drunk? Did you think it's the thinnest condom on earth I have on? I'm a fuckin' inventor? I made a dick-skin condom? He hollowed out a penis and put it on? What the fuck?! ALISON You are unbelievable. BEN Okay, you know what? Maybe, I've reacted unfavorably. So what happens now? I don't know how this works. KNOCKED UP - 41. ALISON I am going to the doctor next week...and I thought you could come with me to the gynecologist. BEN So you haven't seen him, though? ALISON No. BEN So you don't know if you're pregnant. ALISON Well, I'm not a hundred percent sure. BEN You're not a hundred percent sure. I bet you're not pregnant. INT. DOCTOR'S OFFICE, WAITING ROOM - DAY Ben and Alison sit in the crowded waiting room. DR. PELLAGRINO'S NURSE Alison Scott? ALISON Yeah, yeah. (TO BEN) Come on. BEN I'm supposed to go? ALISON Yes. INT. DOCTOR'S OFFICE, EXAMINATION ROOM Alison is in a gown on the table. Ben stands by looking at the diagrams on the wall. DR. PELLAGRINO enters. DR. PELLAGRINO Hello. My name is Thomas Pellagrino. BEN I'm Ben Stone. DR. PELLAGRINO Hi, there, champ. And you must be Debbie's sister...Alice. ALISON Alison. DR. PELLAGRINO Hi. How are ya? KNOCKED UP - 42. ALISON Good. DR. PELLAGRINO So, what can I help you with today, Mister and Mrs. Stone? ALISON I took a home pregnancy test and it said I was pregnant, so here we are. DR. PELLAGRINO Let's have a look. Legs up. Alison puts her legs up and leans back. BEN Nice office. DR. PELLAGRINO Thank you. Dr. Pellagrino examines Allison's genital area. DR. PELLAGRINO(cont'd) Well, you do look a lot like your sister. Dr. Pellagrino picks up a long cone shaped device. DR. PELLAGRINO(cont'd) This is gonna be cold. (TO BEN) And you're next. I'm just kidding. Dr. Pellagrino looks at Ben and shrugs like saying "this is just part of the job" as he puts the cone device inside Alison. DR. PELLAGRINO (CONT'D) (cont'd) There's the cervix. And the uterus. See that? That dark sac there, that's the amniotic sac. And right there, in the middle is the embryo. Do you see that flicker? You know what that is? That's the heartbeat. Yeah, it looks like you are pregnant. About eight or nine weeks, I'd say. Congratulations. Alison points to the monitor. ALISON That, that's it? DR. PELLAGRINO Yep. Take good care of it. Now the fun part starts. Let me make a picture for ya, huh? That'll be fun. Alison begins to CRY. DR. PELLAGRINO (CONT'D) (cont'd) Well, I'll meet ya in my office. I'll give ya a little time alone, there. KNOCKED UP - 43. Alison continues to cry. Ben stands by SILENTLY, stunned. BEN Oh, God. It's okay. INT. BEN'S HOUSE - NIGHT All the roommates and Ben sit around passing a bong. JONAH I can't fuckin' believe you didn't wear a bag! Who does that?! JASON Why did we go to Costco and buy a year's supply of condoms if you weren't gonna use `em, man? JONAH I can't believe you did this. You fucked everything up. JASON Look, the real point is not to get yourself in this position. That's what you have to realize. You gotta know all the tricks. Like, for example, if a woman's on top, she can't get pregnant. It's just gravity. JONAH Everyone knows that. JASON What goes up must come down. JAY I think it's awesome that you're gonna have a kid, man. Think of it like this. It's just an excuse to play with all your old toys again. JONAH You know what I think you should do? Take care of it. JAY Tell me you don't want him to get an "A word." JONAH Yes, I do, and I won't say it for little Baby Ears over there, but it rhymes with shmish-mortion." I'm just saying -- hold on Jay, cover your ears -- you should get a "shmish-morshmion" are the "shmish-morshmion" clinic. JAY Ben, you cannot let these monsters have any part of your child's life. All right? I'm gonna be there to rear your child. KNOCKED UP - 44. JASON You hear that, Ben? Don't let him near the kid. He wants to rear your child! Ben gets up and leaves the room. JONAH Aw, Ben. Ben, come on, man. JASON I'm just kidding you. JAY Oh, great. Now he's upset. JASON I won't let him do it. INT. RESTAURANT - DAY Alison and her mother, BETTY, sit over lunch. BETTY Alison, just take care of it. Take care of it. Move on. What's gonna happen with your career? Or how, how are you gonna tell them? ALISON Well, I'm not gonna tell them for a while. I have a while before I have to say anything. BETTY How could you not tell them? ALISON Well, they're not gonna know. I mean, I'm only gonna start to show when I'm like, I don't know, six months or something. Seven months. BETTY Three months. ALISON No. BETTY Three months. Fat in the face, jowls, fast ass. ALISON Debbie didn't get fat. BETTY Debbie is a freak of nature. ALISON Mom, you know, it's important to me that you be supportive. KNOCKED UP - 45. BETTY I cannot be supportive of this. This is a mistake. This is a big, big mistake. Now think about your stepsister. Now, you remember what happened with her? She had the same situation as you and she had it taken care of. And you know what? Now she has a real baby. Honey, this is not the time. INT. DINER - DAY Ben and his father, HARRIS, sit at a table over lunch. HARRIS I'm gonna be a grandfather. BEN You happy about that? HARRIS Absolutely. Delighted. BEN This is a disaster. HARRIS No, this is not a disaster. BEN It is, you know? HARRIS An earthquake is a disaster. Your grandmother having Alzheimer's so bad she doesn't even know who the fuck I am, that's a disaster. This is a good thing. This is a blessing. BEN I had a vision for how my life would go and this definitely is not it. HARRIS Wait. Are you living your vision right now? BEN I am kinda living my vision, yeah. HARRIS Well, that is sad, I'm telling you. Life doesn't care about your vision. Okay? BEN Okay. HARRIS Stuff happens. You just got to deal with it. Roll with it. That's the beauty of it all. KNOCKED UP - 46. BEN I just don't get how I tell the kid not to do drugs when I do drugs. I'll feel like a hypocrite. HARRIS Well you remember what I told you? When you were a teenager? BEN What did you say? HARRIS I said, "No pill, no powders." BEN That's right, that's right. HARRIS Right. If it grows in the ground, it's probably okay. BEN I guess it worked. You told me not to smoke pot all those years. And then I found out you were smoking pot that whole time. HARRIS Not the whole time. Just in the evenings and all day every weekend. Not that much. BEN Honestly, though, when you look at me, do you not think at all, like, you know, if he just never existed, I would have avoided a massive heap of trouble? You know? HARRIS Absolutely not. I love you totally and completely. You're the best thing that ever happened to me. BEN I'm the best thing that ever happened to you? HARRIS Yeah. BEN Now I just feel bad for you. INT. ALLISON'S GUEST HOUSE - NIGHT Alison dials the phone. INT. BEN'S HOUSE, BEN'S BEDROOM - CONTINUOUS Ben picks up. KNOCKED UP - 47. INTERCUT: BEN Hello? ALISON Hi, Ben? BEN Hey Alison, how's it goin'? ALISON Good, good. You know, I was just calling to, let you know that, I've decided to keep the baby.That's what's happening with that. BEN Good. That's good. That's what I was hoping you'd do. So, awesome. ALISON Yeah, yeah, it is good. BEN I know we didn't plan this and neither of us really thought it was gonna happen but life is like that, you know? You can't plan for it and even if we did, life doesn't care about your plans, necessarily, and you just kinda have to go with the flow and I just know my job is to just support you in whatever it is you wanna do. I'm in, so whatever you wanna do, I'm gonna do. Alison WEEPS softly into the phone. BEN(CONT'D) I'm on board. Yaaay. ALISON I really appreciate you saying that. BEN No problem. I'll tell you, maybe if you could help me by telling me, like one thing that I am supposed to do, then that would be good, `cause I literally have no idea whatsoever. ALISON I have no idea either. BEN Do you want to, like, get together and talk about it or something like that? ALISON Yeah, sure. BEN Like a date? I mean... KNOCKED UP - 48. ALISON Yeah. EXT. BEN'S HOUSE Alison drives up to Ben's House. INT. BEN'S HOUSE Alison KNOCKS on the door and Ben answers. BEN HEY ALISON Hi. BEN You look beautiful. ALISON Thank you. BEN No problem. Come on in. Ben leads Alison into the living room where the rest of the roommates are hanging out. BEN (CONT'D) Everyone, this is Alison. ALISON Hi. JASON Ally. Hey. Jason. I'm sure you remember. ALISON Yes. JASON You look beautiful. ALISON Thank you. JASON Your body's responding really well to the pregnancy. ALISON Thank you. JASON It's amazing how fast the milk arrives. How's your sis? ALISON She's good. KNOCKED UP - 49. JASON Oh, good. Tell her "What's up" for me. ALISON Okay. JASON All right, I'm gonna go make a protein shake. BEN And this, uh, beautiful young man is Jonah. ALISON Hi. JONAH Hey. BEN Okay, that's Martin and Jodi over there. ALISON Hi. BEN I'm gonna grab my shirt. Just take a seat if you want. Ben exits. Jonah is watching the lesbian sex scene in "Wild Things." JONAH Just another day at the office. Do you have any acting experience? ALISON No. MARTIN How's it goin'? You wanna toke? ALISON Eh, no. I'm good. JODI Hi. ALISON Hi. JODI I'm Jodi. ALISON Yeah, hi. JODI I heard you were pregnant. ALISON Mm-hm. KNOCKED UP - 50. JODI Oh, aren't you scared? The way it's gonna come out of your...It's gonna hurt a lot I bet. Your vagina...That's so sick. ALISON I don't know. JODI Are you hungry? ALISON I'm okay right now. Thank you. JODI You must be angry at the baby whenever it steals your food, huh? "Oh it's mine, not yours." But, you know... Because you're family, you got to share. ALISON Right. Jay enters the room in a towel after a shower. JAY Man, my balls are shaved. My pubes are trimmed. I'm ready to fuckin' rock this shit. JONAH What the fuck, man?! If I go in there and see fuckin' pubes sprinkled on the toiled seat, I'm gonna fuckin' lose my mind! Last time I went to the bathroom, Jay, I took a shit and my shit looked like a fuckin' stuffed animal! JAY You're embarrassing me in company! JONAH You embarrass yourself! JAY Oh, great. I hope you have a great evening! Jay exits. Ben enters in his new shirt. BEN All right. Let's go. See you guys later. EXT. MICELLI'S RESTAURANT Establishing shot. KNOCKED UP - 51. INT. MICELLI'S RESTAURANT Alison and Ben sit in a booth over appetizers. ALISON The funny thing is I really had never even thought about having a baby. BEN Yeah. ALISON If this hadn't happened, I don't think I would have wanted to have a baby for, like, I don't know, at least ten years. BEN At least! God, honestly, I just got used to the notion that someone would even have sex with me. I didn't think this would happen. EXT. JACADI, BABY CLOTHING STORE - NIGHT Establishing shot. INT. JACADI, BABY CLOTHING STORE Ben puts on a baby hat and holds a baby outfit in front of him. BEN Get ready. This will be coming out of you in seven months. This is exactly what our baby will look like. ALISON It's a beautiful picture, Ben. BEN It is. It's not bad. (in a French accent) Hello, Mommy. Our baby's gonna be French Canadian. I like that. ALISON With a little hint of Spanish. BEN Exactly, I'm not good with accents. EXT. BOOKSTORE - NIGHT Establishing shot. INT. BOOKSTORE Ben and Alison browse the baby section. KNOCKED UP - 52. BEN Baby books. ALISON Awesome. BEN "What to Expect When You're Expecting." ALISON What can we expect? BEN Well, you can't eat sushi. You can't smoke. You can't smoke marijuana. You can't smoke crack. And you can't jump on trampolines. This is basically a giant list of things you can't do. ALISON It sounds thrilling. BEN I'm gonna be sitting there on the trampoline smoking crack. And you're not gonna have anything to do. You're gonna be bored. But I can't wait to read these, honestly. I put these in front of my toilet, though, they'll be read by tomorrow morning. Do you want me to get you that? ALISON Yeah, thank you. BEN No problem. These are heavy. EXT. MALL - NIGHT Ben and Alison walk side-by-side carrying their purchases. They both reach over and hold hands. INT. DEBBIE AND PETE'S HOUSE, BATHROOM - NIGHT Debbie and Pete get ready for bed at separate sinks. PETE So what do you think? Should we have sex tonight? DEBBIE Ugh. Sounds awful. I'm just really constipated. Do you really want to? PETE Well, now. DEBBIE Shut up. KNOCKED UP - 53. PETE That's pretty crazy how your sister's pregnant. DEBBIE We have to help her. PETE I think they'll be fine. They'll work it...Look at us. It happened to us. DEBBIE We'll help her raise the baby. PETE Well...fuck! EXT. ALLISON'S GUEST HOUSE Establishing shot. INT. ALLISON'S GUEST HOUSE Alison and Ben stand while kissing. BEN At least we don't have to use a condom, you know? Alison pulls away. BEN (CONT'D) (cont'd) But we can. I brought some just in case. I don't have V.D. or anything. I mean, I don't, I thought-- ALISON It's not that. BEN It's just I thought we could get a little...fun out of your situation, you know? ALISON Okay, first of all, it's not my situation. It's our situation. BEN I know that. ALISON And just because I'm pregnant, I'm not some ruined woman and all romance goes out the door. BEN I'm sorry. I like you a lot. That's all this is. ALISON I like you, too. KNOCKED UP - 54. BEN Sweet. ALISON A little, so far. I mean, we have seven months before the baby comes. We don't have to rush it. BEN Yeah. ALISON We should really just try to get to know each other and...give this a real shot. You know? We got ourselves into this situation. We kind of have to. BEN For the baby, right? ALISON Exactly. Okay, if this was our second date, what would you do? BEN B.J. If I'm just being honest. I told my roommates that I thought I was gonna get a B.J., so... ALISON You know what? For the sake of getting to know one another, can you not talk like that? BEN I can do that. I'm really nervous. ALISON I'm nervous, too. I'm really nervous. BEN Yeah. Ben and Alison kiss. ALISON You're a sweet guy, right? BEN I think I am. ALISON Don't fuck me over, okay? BEN I wouldn't do that. Just so you know, I'm the guy girls fuck over. I'm that guy. So you don't fuck me over, okay? ALISON Okay. BEN I couldn't take it. I can't raise this baby alone. KNOCKED UP - 55. Ben and Alison kiss. EXT. DEBBIE AND PETE'S HOUSE - MORNING Establishing shot. INT. DEBBIE AND PETE'S HOUSE, KITCHEN Debbie, Pete, Charlotte, Sadie, Alison and Ben eat breakfast together. CHARLOTTE Who's he? BEN I'm Ben Stone. ALISON He's my boyfriend. PETE That's nice. SADIE I never met him before. ALISON He's a new boyfriend. BEN But a boyfriend. SADIE So he came over for breakfast because he's your new boyfriend? DEBBIE He came from his house, drove over to our house because he thought it would be fun to have breakfast with us, so he drove his car from his house to our house to have breakfast. PETE Because he likes breakfast so much. CHARLOTTE I love breakfast. BEN You guys wanna hear something neat? We're gonna have a baby together. SADIE What? BEN Yeah, a baby. SADIE Well, you're not married. Aren't you supposed to be married to have a baby? KNOCKED UP - 56. PETE You don't have to be. DEBBIE But they should be because they love each other and people who love each other get married and have babies. SADIE Where do babies come from? DEBBIE Where do you think they come from? SADIE Well, I think a stork, he drops it down, and then, a hole goes in your body and there's blood everywhere, coming out of your head, and then you push your belly-button, and then your butt falls off and then you hold you butt and you have to dig and you find a little baby. DEBBIE That's exactly right. EXT. DEBBIE AND PETE'S HOUSE, BACKYARD Ben is in a playhouse with Sadie while Charlotte jumps on the trampoline. CHARLOTTE Feed the teddy bear. BEN I feed your bear the grass? Know what your bear would also like to do with some grass? Smoke it. Allison and Debbie watch Ben and the kids from the patio. ALISON (TO DEBBIE) What do you think of him? He's funny, right? Ben throws the bear's bowl. BEN Fetch. All right, bring it back. DEBBIE (TO ALISON) He's playing fetch with my kids. He's treating my kids like they're dogs. ALISON (TO DEBBIE) No's he not. Ben throws the bear this time. KNOCKED UP - 57. BEN Go get it! Fetch! DEBBIE (TO ALISON) Plays fetch with the kids. BEN All right! ALISON (TO DEBBIE) He's trying. He's making an effort. CHARLOTTE I don't wanna play this anymore. BEN Bring it back. DEBBIE (TO ALISON) He's overweight. Where does that end? How old is he? ALISON (TO DEBBIE) Twenty-three. DEBBIE (TO ALISON) Looks thirty-three. He can barely get in and out of that little house. Imagine how much bigger he's going to get. Ben tries to exit the playhouse but gets stuck a couple times. DEBBIE (CONT'D) That means he has bad genes. Your kid is going to be overweight. ALISON Shit. BEN I'm gonna get you! Ben chases the girls on top of the trampoline. BEN (CONT'D) I'm gonna get you! Whoa! Ben falls off the trampoline onto the grass. The kids love it. ALISON (TO DEBBIE) Just give him a break. DEBBIE (TO ALISON) Okay, I'll try. KNOCKED UP - 58. Charlotte pegs a beach ball at Ben's head. EXT. PLAYGROUND - DAY Ben and Pete sit while Charlotte and Sadie blow bubbles. BEN They seem to love bubbles. PETE They go ape-shit over bubbles. BEN They're really going ape-shit. PETE That's an incredible thing about a child. What's so great about bubbles? BEN They float. You can pop them. I mean, I get it. I get it. PETE I wish I liked anything as much as my kids like bubbles. BEN That's sad. PETE It's totally sad. Their smiling faces just point out your inability to enjoy anything. BEN Am I going to be okay, man? PETE Who knows? Is anybody okay? I'm not okay. You're asking the wrong guy. Just don't ask me to lend you any money, you know? BEN Can I just have some? PETE No. EXT. BEN'S HOUSE - DAY Jason and Jonah play ping-pong while the rest of the roommates, including Ben, watch. JASON I have fifteen years of tennis lessons. KNOCKED UP - 59. JONAH And twelve years of sucking dick lessons. JAY (TO BEN) So? BEN I can't ref the next games, by the way. I got to go meet gynecologists with Alison. She doesn't like her gynecologist. JAY You think she likes you? BEN She's trying to. JAY She's entertaining the idea of liking you. BEN Exactly. I'll take that. JAY Wll, see she's bringing you to the gynechiatrist. She must like you. BEN That's pretty good, I think. JASON You know who I'd like to get pregnant is that Felicity Huffman, man. Ever since "Transamerica," I can't get her out of my mind. BEN Guys, I hate to crack the whip, but it's kind of, uh, business meeting time. I need moolah. When do you think we can launch this site? JAY Geez. JONAH You can't rush this. You know what happens to these sites when they go up and they don't function well? They die. BEN Seriously, guys, let's say I want to launch today. Let's start... let's use that as a jumping off point. Let's make this happen. What can we do? JONAH Look, man, I didn't go to Yale so I could work twelve hours a day. KNOCKED UP - 60. JASON I thought you went to Santa Monica City College. JONAH I went where I went, Jason. BEN I'm not asking you to work twelve hours a day. I mean, you guys watch movies without nudity in them. JASON I'll tell you what, man. We could probably get it online in three months. BEN Thank you. Yes! Three months. JONAH Come on, Jason! Jason serves the ball and Jonah hits it as hard as he can to win the game. JONAH (CONT'D) Fuck off! JASON Yeah, well, you still have a little dick, Cartman. EXT. TOWN STREET - DAY Ben and Alison drive to the gynecologist. INT. DOCTOR'S OFFICE Alison is on the examination table while DR. KUNI examines her. DR. KUNI Do you smoke cigarettes? ALISON No. DR. KUNI Do you smoke cigarettes? ALISON I have on occasion. DR. KUNI On occasion? When? When was the last time you had one cig? You know, on, you know, a little...I need to know or I will not be your doctor. KNOCKED UP - 61. INT. GYM Ben and Alison are in a spin class. Ben is sweating profusely. ALISON How ya doing? BEN I'm breathing like James Gandolfini over here. A person next to them peddles extremely fast. BEN (CONT'D) (to nearby athlete) Slow down, man. You're making me look like a jackass. INT. DOCTOR'S OFFICE Alison is on the table with her legs up while a YOUNG DOCTOR examines her. Ben sits by Alison. YOUNG DOCTOR How long you kids been married? BEN We're not. ALISON No. YOUNG DOCTOR You're single? BEN She's not single. She's just not married. YOUNG DOCTOR Are you two together? Alison and Ben share a look of disbelief that the doctor is hitting on her. INT. BEN'S HOUSE, KITCHEN - DAY Jodi and Alison are in the kitchen, cutting vegetables. JODI Hey, you wanna trade boyfriends? Just kidding. Kind of. INT. DOCTOR'S OFFICE Alison is on the table while a FEMALE DOCTOR examines her. Ben watched on. KNOCKED UP - 62. FEMALE DOCTOR Wow. That is not your vagina. That's your asshole. That happens about five times a day. INT. BEN'S HOUSE Alison and Ben sit on the couch. The rest of the roommates are all suited up for paintball. JAY Are you sure you don't want to come paint-balling? BEN Have fun, guys. Seriously, watch the eyes. JAY All right. JASON See ya, Ally. JONAH Peace. JAY Bye. Alison looks at Ben. BEN I don't want to go. I swear to God. I want to see "Breathless" at the LACMA. INT. BEN'S HOUSE - DAY Alison is watching a movie during a scene with a topless woman. ALISON Boobs! Boobs! Boobs! Ben runs in. BEN Hold on, pause it, pause it, pause it. ALISON Boobs and bush. Ben hops on the couch the log the scene for the website. ALISON (CONT'D) Good boobs. BEN Those are good ones! We're like thirty- five seconds in. ALISON Right over the beginning credits. KNOCKED UP - 63. BEN Nice. Credit bush. You never get opening-credit bush. ALISON I know. That's so crazy. EXT. DEBBIE'S HOUSE, POOL - DAY Alison sits on the side as Ben plays with Charlotte and Sadie in the pool. BEN You got me. You got me. INT. DOCTOR'S OFFICE - DAY Ben and Alison sit across the desk from DR. HOWARD. ALISON How many doctors are there in your practice? Just because I'm sort of looking for a more personal experience. I want to make sure that you're my doctor on the day and... DR. HOWARD I understand. We have three other doctors in the practice but I'm your man, okay? I don't take vacations. I hate Hawaii. I went to the Caribbean when I was fourteen and I'm never going back. ALISON I feel really good about this. (TO BEN) I think we found our doctor. BEN Really? ALISON Yeah. BEN Oh, my God. Are you serious right now? DR. HOWARD You look relieved. BEN I am very relieved. DR. HOWARD All right. BEN I can't imagine meeting and more of you people. KNOCKED UP - 64. ALISON You're being dramatic. We didn't meet that many. CARD: 16 WEEKS. INT. E ENTERTAINMENT TELEVISION STUDIO Alison is being measured by the WARDROBE LADY. WARDROBE LADY Ooh. Do they know? ALISON Pardon? WARDROBE LADY The belly. ALISON The doughnuts, they call to me. WARDROBE LADY YOU'RE-- Jill walks by. JILL Hey, Alison! ALISON Hi. JILL Great job. ALISON Thanks. JILL (TO HERSELF) For you. WARDROBE LADY You're pregnant aren't you? ALISON What? WARDROBE LADY I mean, you've put on like eight pounds, nine. It's all in your uterus. ALISON Oh, shit. I haven't told them. Do you think they're gonna be mad? I'm really chickening out about this. WARDROBE LADY It's okay. We can hide this. We'll dress you in black and we'll emphasize your boobs. KNOCKED UP - 65. ALISON Awesome. WARDROBE LADY Your boobs are going to be big. And then they're going to be like scary big. But then they'll go down. And then they'll stay down. ALISON Just don't say anything, okay? Please don't say anything. WARDROBE LADY I won't. Just tell them. They'll be cool. Everybody loves somebody pregnant. EXT. DEBBIE AND PETE'S HOUSE - DAY Establishing shot. INT. DEBBIE AND PETE'S HOUSE, LIVING ROOM Debbie and Pete use a laptop. Ben enters. DEBBIE Ooh. Did you see this sex offender website? These are all the sex offenders in our neighborhood. Debbie points to the screen which has a map with red dots spread over it. PETE Looks like your computer has chicken pox. DEBBIE Those are sex offenders. These people live in our neighborhood. PETE We'll skip their houses when we're trick or treating. What do you want me to do? Form a posse? (TO BEN) Got your six-shooter on ya? I got my lynching rope. DEBBIE You shouldn't take it so lightly. PETE I don't take it lightly. I'm not going to go over to any of these people's houses and say, "Hey, you mind? Can you baby sit?" DEBBIE If I didn't care about these things, you wouldn't care about anything. Care more. KNOCKED UP - 66. PETE You're so concerned with stuff, like don't get them vaccinated, don't let them eat fish. There's mercury in the water. Jesus, how much "Dateline NBC" can you watch? DEBBIE I know we're supposed to be nice with each other right now, but I'm having a really hard time. I'm struggling with it right now. PETE What am I doing? DEBBIE Because I want to rip your fucking head off because you're so fucking stupid! This is scary. DEBBIE (CONT'D) These are our children. You fucking dipshit! PETE I literally am at a point where I don't know what I can say. DEBBIE So I'm the bad guy because I'm trying to protect our kids from child molesters and mercury? And you're cool because you don't give a shit? PETE Yeah. DEBBIE Yeah? Is that it? PETE Pretty much. DEBBIE God, you're an asshole. PETE Don't do this in front of Ben. DEBBIE I don't give a shit about Ben. PETE Sorry, Ben. BEN It's okay. I didn't think she did, anyway. Alison enters. ALISON Okay, come on! Let's go. KNOCKED UP - 67. PETE I can't go. This band is doing a showcase out in the Valley. I got to go. DEBBIE It's Saturday. PETE I got to go. INT. BABY CLOTHES AND ACCESSORIES STORE Debbie and Alison are browsing the baby furniture. Ben trails behind. DEBBIE You don't want to know the sex of the baby? That's no fun. ALISON Ben knows, but I've sworn him to secrecy. DEBBIE I'll get it out of him. Ben are looks at Baby Bjorn baby carriers. He brings ones to Alison. BEN Hey. Think we'll ever be as happy as Baby Bjorn couple is? ALISON We are that happy. BEN Yeah. You look happy. ALISON Which is awesome. Because I never like guys like you. It's great. BEN You keep saying that. I know. Alison and Ben walk over to Debbie who is in front of a crib. DEBBIE This is it. This is perfect. BEN Nice. Ben looks at the price tag. BEN (CONT'D) Holy shit, it's fourteen hundred bucks. KNOCKED UP - 68. ALISON (TO DEBBIE) We can just borrow yours. Is that okay? DEBBIE No. You need your own crib. BEN There's one of these in an alley behind my house. We could just grab that. Just rub Purell all over it. DEBBIE You know what? Let me buy it. I need to get you a baby present anyway, and I would love to get it for you. ALISON No. DEBBIE I'm serious. I want to. ALISON No. It's too much. BEN (whispering to Alison) Shh. Yes. We'll take it obviously. I mean don't insult the woman. She wants to get us a gift. DEBBIE Right. BEN Want to buy me some new clothes? What else can I squeeze out of you? XBOX360, XBOX360. EXT. BABY CLOTHES AND ACCESSORIES STORE Alison and Ben are carrying clothes to the car. Alison stops in her tracks when she sees a group of two young women and a man approaching. ALISON It's so hot in the Valley. GIRL #1 Hey! GIRL #2 Oh, my God! ALISON Oh, shit. GIRL #1 Alison! KNOCKED UP - 69. ALISON Hi! GIRL #2 Oh, it's so good to see you. ALISON You too. Oh, my God. GIRL #2 We've been watching you on E! It's the coolest thing. ALISON Yeah, it's been super-exciting, just crazy busy. I'm so sorry I haven't called. GIRL #2 Oh, it's fine. (TO BEN) Hi, I'm Ashley. ALISON This is my friend, Ben. BEN I'm Ben. GIRL #2 I went to school with Alison. GIRL #1 So, okay, so is Debbie having another baby? BEN No. Alison is. GIRL #2 What?! I just saw you a couple months ago. You're pregnant? ALISON It was a big surprise. BEN It's a really funny story, actually, if you guys, if you got a second to hear it. ALISON It's not really funny. GIRL #1 Tell us. ALISON It's not funny. BEN Let them be the judge, okay? I think it's funny. KNOCKED UP - 70. ALISON All right. BEN You know they say don't drink and drive? GUY #1 Right. BEN Don't drink and bone! GIRL #2 Wow. EXT. RECORD STORE - DAY Establishing shot. INT. RECORD STORE Ben and Pete browse the records. BEN Yeah, she was acting weird and I really think it's just because I haven't made an honest woman out of her. She's carrying my bastard child. No one wants that. PETE That's what I did. I married Debbie when she got pregnant. BEN You think she's, like, hiding me? Like, she's, like, embarrassed by me or something like that? PETE Probably. I'd hide you. BEN How much do wedding rings cost? PETE It really depends, you know? I think you're supposed to spend three months pay on a ring. BEN That'll be easy. I don't make any money. PETE Really? I thought there was a lot of money in porn. KNOCKED UP - 71. BEN God, it's not porn? All we do is we show you what nude scenes are in what movies. PETE Like Mister Skin? BEN Who's Mister Skin? PETE Dude, Mister Skin. Pete imitates the Mister Skin logo smile. INT. BEN'S HOUSE - DAY Ben and the roommates look at the Mister Skin website. JONAH We've wasted fourteen months of our lives. BEN This is exactly the same as our site. How the fuck did this happen? JONAH Mister Skin! That's even a better name than ours! MARTIN Well, fuck me in the beard. JASON Dude, they got the top ten group shower scenes! Why didn't you think of that, Jay! JAY Don't put this on me! BEN God damn it! MARTIN Well shit. I saw it online at one point, but I guess I didn't connect the dots. JONAH What are we gonna do now? BEN All we need to do is think of a new, better idea that no one else has thought of already. JASON "Spiderman Three" starts in eight minutes. KNOCKED UP - 72. JONAH Shit. Don't worry. We'll figure it out. Jonah, Jason and Martin exit. Ben and Jay sit at the desk. BEN You know what? Just because this site exists doesn't mean ours won't work. Good things come in pairs. JAY For sure. BEN "Volcano," "Dante's Peak." "Deep Impact," "Armageddon." "Wyatt Earp," "Tombstone." JAY Panda Express, Yoshinoya Beef Bowl. BEN Exactly. We can work together. This helps us, if anything. JAY We're golden. EXT. ALISON'S GUEST HOUSE - AFTERNOON Establishing shot. INT. ALISON'S GUEST HOUSE Alison sits on the bed while Ben kneels in front of her. BEN Alison, I'm sure this isn't how you pictured it being exactly and it's not how I wanted it. That is why I'm presenting you with this empty box. It's a promise, Alison. A promise that one day I will fill this with a ring that you deserve, a beautiful ring. I can't afford it yet. I've picked it out, though. It's at De Beers and it's really nice. So, basically, I'm asking you, will you marry me? Because I'm in love with you. ALISON I love you too. BEN Really? That's so nice to hear. That's the first time a girl's ever said that to me. ALISON But here's the thing. KNOCKED UP - 73. BEN There's a thing? ALISON I don't really know yet what that love means. It's so new and it's so exciting. It's great. I don't know. We've only known each other for seventeen weeks. BEN Look, I thought you felt weird that we're having a baby and we're not engaged. I'm going to get off my knee. It hurts. Ben sits next to Alison on the bed. ALISON I'm okay with that. We're just doing what we can. I don't want us to put any more pressure on ourselves than we have. BEN That makes sense. ALISON I didn't hurt your feelings, did I? BEN No. I just wanted to do right by you. If you don't want to, that's totally cool. ALISON I really do love you. BEN I know. Thanks. You mentioned that. It's nice. INT. DEBBIE AND PETE'S HOUSE, BEDROOM - NIGHT Debbie and Alison eat ice cream in bed and watch TV. ALISON Ben proposed to me. He did. It was really sweet. I feel a little bad. He was wearing this great button-down. He tucked it in. He got down on one knee. He didn't have an actual ring, though, just an empty box but he had this whole spiel about when he has the money, he'll buy me the ring I deserve. DEBBIE The box was empty? ALISON He can't afford a ring. KNOCKED UP - 74. DEBBIE So he got down on one knee and gave you an empty box? ALISON Yes. DEBBIE I'm sorry. ALISON Get over it. If you'd been there, you would have cried. DEBBIE You need to train him. Oprah said that when two people meet they should point out each other's differences and flaws. ALISON I thought you should love people for who they are. DEBBIE You criticize them a lot, so they get so down on themselves they have to change. ALISON You don't think that's naggy? DEBBIE In the end, they thank you for it. I/E DEBBIE'S CAR - DAY Debbie drives Alison and the girls in her car. DEBBIE You can't commit to him. You don't even know him. I don't even know Pete after ten years. I don't know what he's up to. He's miserable. ALISON Why do you say that? DEBBIE I think he's cheating on me. He's always going to business meetings at odd hours. Then I try to call him on his cell phone and he says he's in bad cell phone reception areas when he's in good reception areas. ALISON Maybe he's working late. Maybe he's trying to sign a new band. I can't imagine Pete doing that. DEBBIE There's no part of you that thinks maybe he's a dirty little scumbag? KNOCKED UP - 75. ALISON No. DEBBIE I think he might be. INT. DEBBIE AND PETE'S HOUSE, OFFICE - DAY Debbie installs software on the computer while Alison watches. DEBBIE "Memory Spy Web Memory Software. Locate history, files, websites visited, hidden downloads, e-mail history. Memory Spy." Let's see you hide from me now, little man. Alison is disturbed by this whole ordeal. CARD: 24 WEEKS LATER. INT. FANCY RESTAURANT Debbie, Pete, Alison and Ben eat dinner together. PETE You're not going to tell them? ALISON No. I don't have to. It's illegal for them to fire me over it. And I get three months maternity leave if I stay. So I'm not going to tell them. DEBBIE Good plan. PETE I like it. BEN It's a good plan until her water breaks over Robert De Niro's shoes. (impersonating Robert De NIRO) My shoes. There's baby goo on them. PETE (impersonating Robert De NIRO) These shoes? On these shoes? Did you puke on my shoes? BEN (impersonating Robert De NIRO) Is your water on my shoes? KNOCKED UP - 76. PETE (back as Pete) Isn't it weird, though, when you have a kid and all your dreams and hopes go right out the window. DEBBIE What changed for you? What went out the window? You do everything exactly the same. PETE No, I love what I'm doing. But say before you're married with children you want to live in India for a year. You can do it. DEBBIE You want to go to India? Go to India! Seriously. PETE Do you want to go to India? DEBBIE No. You can go. BEN I get what he means. Honestly, when I found out about... Ben motions towards Alison. BEN (CONT'D) ...I had this flash of me in a white Ford Bronco hauling ass for Canada. The chopper's taping it, and I bust through the border and I'm free! I kept thinking that. Alison stares at Ben. BEN (CONT'D) It was a flash! ALISON What do you mean? BEN Don't look at me. We can talk about our fears here. If Doc Brown screeched up to you in the DeLorean and said, "Alison, I got the car here. What do you want to do?" No part of you would think, "Maybe I'll go back to that night and put a condom on Ben's dick?" You never got that flash? ALISON No. What are you talking about? PETE "Where we're going, we don't need roads." KNOCKED UP - 77. BEN You wouldn't do that? ALISON I don't know who Doc Brown is. What are you talking about? BEN Doc Brown is Christopher Lloyd. He invented the DeLorean time machine. PETE Everyone has a time machine image. DEBBIE I have a really good idea. Why don't you two get in your time machine, go back in time and fuck each other? PETE Who needs a time machine? Ben holds up his drink. BEN This is my time machine! PETE (TO BEN) I'll throw you in my DeLorean and gun it to 88. BEN (TO PETE) You are a funny motherfucker, man. (TO DEBBIE) How can you fight with him? I just want to kiss his face. He's cute. PETE (TO BEN) I like the way you move. BEN This is fun! We should do this more. This is the most fun I've had in a really long time. EXT. BEN'S HOUSE - NIGHT Establishing shot. INT. BEN'S HOUSE, BEN'S BEDROOM Ben and Alison are having sex. Ben is on top. ALISON Come on, harder. BEN I can't. KNOCKED UP - 78. ALISON Why? Just do it deeper. BEN I can't. ALISON Why? BEN I'll poke the baby if I go deeper. ALISON Just do it! BEN Please don't yell at me. ALISON The doctor and Debbie said it's fine. Come on! Ben stops. BEN I'm sorry, can we change positions? I'm going to crush the baby. ALISON That's ridiculous! BEN No, it's not. It has no shell. ALISON Millions of people have sex when they're pregnant! It just works! BEN I weigh over 200 pounds. ALISON Just get over it. BEN I can't do it. Can you just get on top? All I can see if our baby, poked in the face by my penis. ALISON Trust me, you're not even close. Okay, fine. Alison moves on top. Alison abruptly stops. ALISON (CONT'D) I can't do this. I can't focus like this. I look disgusting from this angle. I can feel you looking at my chins. BEN You look beautiful. Your chin looks so skinny. KNOCKED UP - 79. ALISON And my boobs are all like, squishy and they're flopping around. I can feel it and it's distracting. It's all National Geographic. BEN (WHISPERING) Do you want to do it doggie style? ALISON No. I do not want you to fuck me like a dog. BEN I'm not fucking you like a dog. It's doggie style. It's just the style. I'm, it's not like a dog. We don't have to go outside or anything. Ben and Alison lie down side by side, Ben is behind. BEN (CONT'D) Here we go. Is it good? ALISON Yeah. BEN Should I go slower? ALISON Harder. BEN Just tell me when you're close. ALISON Just go harder. BEN Okay. ALISON Keep going! Ben recoils. BEN Oh, God. Oh, fuck! ALISON What happened? BEN The baby. It kicked my hand. ALISON It always kicks. BEN No, no, no, no, no. KNOCKED UP - 80. ALISON It's fine. BEN Not like this. No, this was a warning kick. ALISON Just keep going. BEN This was a bad kick. ALISON It's fine! It's fine! BEN Look. My dick must be like an inch away from its face and it's coming, just coming in at its face. What if it kicked because it didn't like it? I can't do that to our baby. That's the first thing it's going to see. ALISON What are you talking about? BEN It's having the baby between us, it just makes it weird. I'm sorry. It just freaks me out a bit. It's a little weird. ALISON I have totally lost it now. BEN You've totally lost it? ALISON I've lost it. BEN Okay. ALISON Great, you know what? Just forget it. Alison turns her back to Ben and gets settled to sleep. ALISON (CONT'D) (holding back tears) Don't worry. I won't make you do this again. BEN Shit. INT. BEN'S HOUSE, LIVING ROOM - NIGHT Ben smokes his bong. Suddenly, there is an earthquake. KNOCKED UP - 81. INT. BEN'S HOUSE, BEN'S BEDROOM Alison wakes up from the earthquake in a panic. ALISON Ben? INT. BEN'S HOUSE, LIVING ROOM Ben stands up and tries to steady himself. BEN Fuck me. Jay runs through the room towards the front door. JAY Oh my God! It's the Russians. Martin carries Jodi out. MARTIN Jodi! I'll protect you! Ben clutches his bong and runs to the door. Alison runs to the door as well. ALISON Ben! BEN Oh, my God! Oh, no! Oh, no! EXT. BEN'S HOUSE - MOMENTS LATER Jay, Martin, Alison, Jodi, Jonah, Jason and Ben stand on the street. Jason is naked. Jonah's girlfriend ALEX is also naked. JAY That was horrible! That was so horrible. JASON You're fine, man. JAY When will it be light out? JASON Take it easy. JAY When will it be light out? JASON Did anybody turn off the gas? MARTIN I didn't do it. KNOCKED UP - 82. JASON Oh, motherfucker. Jason runs back to the house. JONAH Martin, this is my friend, Alex. She's a pretty incredible person. MARTIN Nice to meet you. Martin holds out his hand to shake Alex's. She removes one hand from covering her breast to shake his hand. Jonah immediately covers her breast with his hand. JONAH Whoa, whoa, whoa. Dude! Not cool, Martin. MARTIN That's, that wasn't... JONAH Hey, are you serious, Howard Hughes? JODI What happened? MARTIN Nothing. Nothing happened. Come on. ALISON (TO BEN) Where were you? BEN Look, I forgot you were sleeping over. I'm sorry okay? ALISON Yeah, because you were getting high off your huge bong. How am I supposed to be comfortable with the idea that you can take care of me and the baby if you are always getting high? BEN You want me to stop smoking pot because there's an earthquake once every ten years? That makes no sense, Alison. You're being irrational. Just relax. We're all scared. Oh, shit, the cops. A cop car rolls by. Ben throws his bong behind him and it SHATTERS on the payment. BEN (CONT'D) California. Hey! KNOCKED UP - 83. INT. BEN'S HOUSE, BEN'S BEDROOM Ben and Alison sort through the debris of porn, trash and weed among other things. Alison finds Ben's bank statement that indicates he only has only $117.13. BEN You know it's times like this I'm glad I don't own nice things. It's a big mess, but there's only like fifty bucks worth of shit here. That's kind of the good thing. You know, my dad told me, "Don't move to Northridge." But you figure, what are the chances of that happening twice, you know? Alison picks up a huge sword. ALISON What is this? BEN It's a ninja weapon. I hope this place doesn't get condemned. That would suck. Alison finds a shopping bag with the baby books they bought. None of them have been read. Alison sadly puts them back without Ben noticing. CARD: 28 WEEKS LATER. INT. BEN'S HOUSE - DAY Ben's phone RINGS. BEN Hello? INT. ALISON'S WORK Alison is at her desk at work. ALISON Hey it's me. INTERCUT: BEN You! ALISON Hi! So, listen. Will you do me a big favor? Debbie wants us to come over and have dinner tonight. She thinks Pete is cheating on her. KNOCKED UP - 84. BEN Really? ALISON Yeah. Well, she saw one of his e-mails and there's an address. Ugh. BEN Oh, man. I don't want to do that. ALISON Ben, come on. BEN He's not cheating on her. ALISON How do you know? BEN I just know. ALISON Are you sure? BEN I'm one hundred percent sure he's not cheating. ALISON Are you really? BEN No. It actually kind of makes sense that he would cheat. ALISON Why? BEN Because Debbie's a pain in the ass and Pete's awesome? ALISON Well, why don't you just come over then, and, we'll just diffuse the situation a little? INT. DEBBIE AND PETE'S HOUSE, DINING ROOM - NIGHT Alison, Ben, Pete and Debbie have dinner. PETE I'm just saying the music industry is different now. Steely Dan would never even have a chance. BEN Well, maybe it's because Steely Dan gargles my balls. PETE They're incredible. KNOCKED UP - 85. BEN They really aren't good, man. PETE Old Steely Dan. BEN If I ever listen to Steely Dan, I want you to slice my head off with an Al Jarreau LP. PETE I should get going. I'm supposed to see this band tonight in Hollywood. Actually, they're playing in Laurel Canyon, so I'll call you because the reception's terrible over there. BEN That's true. PETE And I don't want you to worry. I'm just going to jump in the shower. It would be terrible if I smelled worse than the band. DEBBIE Okay. Have fun. Ben exits. BEN You guys are crazy. He's acting totally normal and hilarious. EXT. FANTASY BASEBALL HOUSE - NIGHT Debbie pulls up in front of the house in her car with Alison and Ben. BEN (TO ALISON) She doesn't have a gun, does she? ALISON No. I don't think so. BEN Oh, great. INT. FANTASY BASEBALL HOUSE Debbie tries the front door, it's unlocked. They enter. BEN Looks like no one's home. DEBBIE Why was the door unlocked? Wait here. KNOCKED UP - 86. BEN I just feel bad for Pete. ALISON What? BEN I feel like this isn't a good way to get caught cheating, it shouldn't be like this. ALISON Well, maybe he should have thought of that before he was cheating. BEN (through a fake cough) Pete! ALISON Stop it. BEN I coughed. What do you want from me? Debbie checks upstairs. DEBBIE There's nobody up there. BEN Thank you. DEBBIE I guess I was wrong. BEN I told you. Can we get out of here, please? ALISON Yeah, come on. Let's go. A MURMUR comes from a far room. DEBBIE Did you hear that? ALISON What? BEN I didn't hear anything. ALISON Come on. Debbie leads them into a room, where Pet sits with a lot of GUYS dressed in baseball clothing. FANTASY BASEBALL GUY #1 Ten seconds. KNOCKED UP - 87. PETE Carlos Delgado. FANTASY BASEBALL GUY #2 Excellent choice. Too bad I got him three rounds ago. FANTASY BASEBALL GUY #1 You're still on the clock. PETE Oh shit! FANTASY BASEBALL GUY #1 You gotta do something. We need a name here. PETE Hideki Matsui. FANTASY BASEBALL GUY #1 Ugh, you just took my whole outfield. PETE Sorry, Charlie. DEBBIE What is this? PETE Debbie. DEBBIE What the fuck is this? PETE It's our fantasy baseball draft. FANTASY BASEBALL GUY #2 We said no wives. DEBBIE Your fantasy what? PETE It's, it's our draft...for fantasy baseball. I told you all about this. Got Matsui. Debbie turns and walks out of the room. PETE (CONT'D) Aw, shit. FANTASY BASEBALL GUY #2 Hey, Pete, don't let the door hit you in the vagina on the way out! Come on, who's going? EXT. FANTASY BASEBALL HOUSE Pete and Debbie are in the driveway while Alison and Ben watch from the street. KNOCKED UP - 88. PETE I should have told you. DEBBIE What else have you been lying about? PETE Nothing. BEN (TO ALISON) That guy said, "Don't let the door hit you in the vagina on the way out." DEBBIE Where were you on Wednesday? PETE I'm going to be honest with you. ALISON (TO BEN) Yeah, I heard him. BEN (TO ALISON) That was hilarious. DEBBIE That would be a good idea. PETE You've been mad because I've been working so much and I didn't want to upset you. DEBBIE I wouldn't be mad. PETE You would be. DEBBIE I don't get mad. PETE It's a fantasy baseball draft. I'm not cheating or anything. DEBBIE No, this is worse. PETE How is this worse? DEBBIE This is you wanting to be with your friends more than your family. PETE Look, the reason I make that up is because if I told you what I was really doing, you would just get mad. So, you think I'm seeing a band, I do my fantasy draft, and it's win/win. KNOCKED UP - 89. DEBBIE Well, what did you do last Wednesday night when you said you went to see a band? PETE I went to the movies. DEBBIE With who? PETE By myself. DEBBIE What'd you see? PETE "Spiderman Three." DEBBIE Why do you want to go by yourself? Why didn't you ask me to go? PETE Because I needed to get away, you know? With work and you and the kids, sometimes I just need some time to myself. DEBBIE I need time for myself. I want time for myself, too. Debbie holds back tears. DEBBIE (CONT'D) You're not the only one. PETE It's not that big of a deal. DEBBIE (THROUGH TEARS) I like Spiderman. PETE Okay, so let's see "Spiderman Three" next week. DEBBIE I don't want to go see it now. PETE Well... DEBBIE I don't want to have to ask you to ask me. I want you to just come up with it on your own. PETE What? I don't even know what to say. Uh, what do you want me to do? KNOCKED UP - 90. DEBBIE You just think because you don't yell that you're not mean, but this is mean. PETE I'm not being mean. I'm being honest. You're telling me I need to be honest. JUST-- DEBBIE No, you're not. You're lying. PETE I'm doing it because I need to keep my sanity a little bit. DEBBIE You know what? I don't want you at the house anymore. Okay? PETE Come on. Debbie heads for the car. BEN Oh, shit, she's coming back. I/E ALISON CAR - DAY Alison drives to the gynecologist with Ben. BEN How come we go to the gynecologist so often? I bet we have to go so much so we can pay for that three-hundred- thousand-dollar machine he has. ALISON I cannot stop thinking about what an asshole Pete is. BEN That's a little strong, I would say. ALISON Really? Because that had to be one of the most selfish things I've ever witnessed. BEN It's understandable. I even think it's kind of funny. ALISON What's funny about it? BEN Well, you won't laugh now, I wouldn't imagine, but you know, the situation. (MORE) KNOCKED UP - 91. BEN (CONT'D) We break into this stranger's house thinking we're going to find him sleeping with a woman, and then it's a bunch of nerds playing fantasy baseball.If you saw that on television, you would laugh. ALISON Is that what you think? BEN Yeah. ALISON Is that what you want to do, Ben? BEN I don't even like baseball. I'm just saying when you're a guy and you have a family and you have responsibility, you lose that male camaraderie, and I get that. I totally understand where he's coming from. ALISON Why do you guys always go to that place? You miss male camaraderie. What do I give a shit? Go hang out with your bearded freak friends. I don't care. You want to hang out with guys that look like the Shoe Bomber, it's all on you, man. BEN Well what the fuck am I supposed to say to that? ALISON You should just support me! You know, you should just support everything I say because at this juncture in my life, I'm allowed to be wrong! BEN So if you're wrong, I have to support it? ALISON Yes! BEN I can't tell you that you're acting like a lunatic? ALISON Oh, that's helpful. You have to do nothing! BEN I've sacrificed a lot of shit to this! ALISON You are just fucking sitting there! You haven't sacrificed anything! KNOCKED UP - 92. BEN I have. ALISON I've had to sacrifice my job, my body, my youth, my vagina! BEN You've sacrificed your vagina? ALISON Yes! It will never look the same after this! BEN Well. Fine. I'll pay for vaginal reconstructive surgery. ALISON You can't pay for shit! You can barely buy spaghetti. BEN You're right. Fine! ALISON You know what? Get out of the car. BEN Oh! You know what? Why don't you not threaten me?! ALISON You should just get out of the fucking car. BEN I'm not going to get out of the car in the middle of nowhere! No! ALISON Get out of the car. BEN No! ALISON I own this car! Get out of my car! BEN No. ALISON Get out of my car! BEN No. ALISON (YELLING) Get out of my fucking car! Ben gets out of the car and immediately KNOCKS on the window. KNOCKED UP - 93. BEN Can you let me back in the car, please? Have you calmed down? Did you take a breath? I have no clue where we are! Alison just glares at him. BEN (CONT'D) Fine. Go. Great. Alison drives off. INT. DR. HOWARD'S OFFICE - LATER Alison stands on a scale while DR. HOWARD'S NURSE weighs her. ALISON You know what? Maybe I should take my shoes off. Or my belt buckle. My belt buckle's huge. DR. HOWARD'S NURSE Don't worry about gaining weight. Your baby wants you to gain a whole mess of weight. Ben walks into the room, winded. ALISON (TO BEN) Are you fucking kidding me? BEN Why don't you take off your earrings, too? They weigh about eighty pounds. They're made out of moon rocks aren't they? ALISON Do not make fun of me. Okay? I am hormonal, I am terrified, and I am falling apart, so stop treating everything like it's a big joke! BEN I'm sorry you're freaking out, but I just walked three fucking miles through Koreatown to get here. Sorry if I'm trying to lighten the mood a little. The Nurse leaves. ALISON Well, don't! Okay?! You can't take anything seriously! You didn't even read the baby books. BEN I didn't read the baby books! What's gonna happen? How did anyone ever give birth without a baby book?! (MORE) KNOCKED UP - 94. BEN (CONT'D) That's right, the ancient Egyptians fucking engraved "What to Expect When You're Expecting" on the pyramid walls! I forgot about that! Who gives a flying fuck about the baby books?! ALISON It just shows your lack of commitment, Ben! That you're not in this with me! BEN Did you just say my lack of commitment? Because that's what it sounded like. It almost seems as though you forgot I proposed to you like an asshole! And you said no to me! ALISON If you feel that way, you should just go. Really. Just go. Because we didn't mean to do this together, okay? And, and we tried to make it work and that was good, I suppose. Alison holds back tears. ALISON (CONT'D) But it doesn't work. Because we are two completely different people. And I think it would just be easier for both of us if we stop fooling ourselves. BEN You know what? I know this isn't you talking, it's your hormones, but I would just like to say, "Fuck you, hormones! You are a crazy bitch, hormones! Not Alison! Hormones!" Fuck them. It's a girl. Buy some pink shit! ALISON Nice. You are such an asshole. You know what? Go fuck your fucking bong, you fuck! BEN I will fuck my bong. Doggie-style, for once. Ben exits while giving Alison the finger as her walks away. Dr. Howard's Nurse returns. DR. HOWARD'S NURSE Are you ready? ALISON I'm really sorry about all that. That was really inappropriate. DR. HOWARD'S NURSE That's okay. It happens all the time here. It's fine. KNOCKED UP - 95. ALISON I don't feel so stupid, then. DR. HOWARD'S NURSE Not at all. EXT. DEL'S SALOON - NIGHT Establishing shot. INT. DEL'S SALOON Ben and Pete drink at the bar. BEN I totally know what you're talking about, man. If I wrote out the list of shit Alison doesn't let me do it would be endless. Don't smoke pot. Don't have samurai swords in your room. Don't have illegal grow operations in the house. I could go on all fucking day. Have I told her to stop doing anything ever? No. PETE Marriage is like that show "Everybody Loves Raymond," but it's not funny. All the problems are the same, but it's... Instead of all the funny, pithy dialogue, everybody's just really pissed off and tense. Marriage is like an unfunny, tense version of "Everybody Loves Raymond," but it doesn't last twenty-two minutes. It lasts forever. BEN Let's get out of here, man. Honestly, let's just go. Let's go to Vegas. PETE Let's do it. BEN Yeah. PETE Why not? INT. ALISON'S HOUSE - NIGHT Alison watches a pregnancy show on TV. Debbie marches into the guest house. DEBBIE Get up. ALISON What? KNOCKED UP - 96. DEBBIE We're not going to do this. Seriously. Debbie turns off the television. ALISON What are you doing? DEBBIE We have to do something! And have fun! ALISON I'm just so tired. DEBBIE I know you're tired. But we're going to be untired! We're going to go live! ALISON Ugh. I hate you so much sometimes. DEBBIE We're going to be positive. ALISON How many Red Bulls have you had? DEBBIE I've had about three Red Bulls in the last fifteen minutes. And I feel fabulous! We're going to create a new life and it's going to be awesome! Let's go! EXT. BEN'S HOUSE Ben and Pete KNOCK on the front door. BEN Since when do we lock this fucking thing? Come on! Jason opens the door with Jonah and Jay. All of their eyes are very infected. JASON Yo. We can't go, dude. Sorry. BEN Holy crap! What happened? JONAH We got pink eye. BEN What? You giving each other butterfly kisses or something? JASON Very funny. That's not how you get pink eye. You get it from poo particles making their way into your ocular cavities. KNOCKED UP - 97. JAY Hey, Ben. BEN Yo. JAY How's it going? I farted on Jason's pillow as a practical joke. He farted on Jonah's, thinking it was mine. And then eventually pink-eyes my pillow. I'm not proud of this. But, I think we've all forgiven each other. But, we can't go anywhere. PETE You can get pink eye from farting in a pillow? JONAH Totally. PETE That's awesome. JONAH Yeah, but you got to be bare-assed. Martin enters the doorway, his eyes are the worst. BEN Jesus. Martin got it bad! What, did someone take a dump right in your eye? MARTIN No. No pink eye for me. I'm just really...high. BEN Well stay back, guys. I got to get my suit. Ben enters the house and the guys pretend they're going to rub their faces on him. Pete stays outside. JASON (TO PETE) Are you Debbie's husband? PETE Yeah. Jason shuts the door on Pete. I/E. PETE'S CONVERTIBLE - NIGHT Pete drives with Ben to Vegas. They are wearing suits. BEN This is fun! KNOCKED UP - 98. PETE This is great. We're going to have the best time ever. BEN We make a good team, man. PETE Yep. It's like I can't come here with Debbie. She doesn't understand. It's like she wants to hold me in, and she was telling Alison she could train you. BEN She thinks she could train me? PETE Yeah, like you're running the Triple Crown. BEN She can't train this! I'm like Siegfried and Roy's Bengal. You think I'm trained. I'll bite your fucking face off. PETE That's right. BEN In front of a crowd, baby. PETE This is better. Besides I don't know if I have enough of these babies to go around. Pete brandishes a bag of mushrooms. BEN Oh, my God. Are these mushrooms? PETE I got them from a roadie for the Black Crowes. BEN I'm eating them. PETE Oh, no, save it! I got tickets to Cirque du Soleil. BEN You do?! No you don't. PETE I swear to God, man. BEN Holy shit! PETE I see the beam of light. KNOCKED UP - 99. BEN There it is, baby. PETE Woo-hoo. You're so money that you don't even know how much money you have. INT. STRIP CLUB Ben and Pete receive lap dances from topless strippers. BEN I love Vegas, man. PETE This is the greatest place on earth. BEN It's really amazing here. The stripper straddles Pete and pulls his tie through her legs so that he face is pulled against her butt. PETE Whoa. You got my tie. This is awesome. BEN Now that's how you get pink eye. EXT. NIGHTCLUB - NIGHT Debbie and Alison approach the nightclub, passing the line, straight to the DOORMAN. The Doorman lets TWO PRETTY GIRLS past the rope. DOORMAN (to the Two Pretty Girls) Hey, what's up, baby girl? Debbie and Alison move up to the doorman. DEBBIE Hi. DOORMAN What's up? End of the line, please. DEBBIE Really? DOORMAN Yeah. DEBBIE Oh, come on. DOORMAN Look, we're at capacity, okay? We'll let some people in when it clears out a little. You'll get right in if you go back to the end of the line. KNOCKED UP - 100. DEBBIE We come here all the time. It's not a big deal. It doesn't really look that crowded in there. DOORMAN Hey, look, I don't make the rules. DEBBIE Please? DOORMAN No. TWO CUTE GIRLS approach. The Doorman lifts the rope for them. DOORMAN (CONT'D) Hey, what's up, shorty? What's up pretty girls? See y'all when y'all get out. Take care of yourself. DEBBIE What was that? What the fuck was that? DOORMAN It is what it is, sweetie. Now can you step to the back, please? ALISON (TO DEBBIE) You know what? Maybe we should just go. DEBBIE You don't need to call me sweetie. DOORMAN Yeah, but maybe you should listen to your friend. DEBBIE No, you don't need to call me sweetie. DOORMAN All right, you want to come in, you're going to have to go to the end of the line and wait like everybody else. DEBBIE I'm not going to go to the end of the fucking line. Who the fuck are you? I have just as much of a right to be here as any of these little skanky girls! What, am I not skanky enough for you?! You want me to hike up my fucking skirt?! What the fuck is your problem?! I'm not going anywhere! You're just some `roided out freak with a fucking clipboard. And your stupid little fucking rope! You may have power now, but you're not God. You're a doorman! Okay? You're a doorman! So...fuck you, you fucking fag with your fucking little faggy gloves. KNOCKED UP - 101. The Doorman grabs Debbie and takes her aside. DOORMAN Come here, come on. The Doorman takes Debbie aside. DOORMAN (WHISPERING) I know. You're right. I'm so sorry. I fucking hate this job. I don't want to be the one to pass judgement and decide who gets in. This shit makes me sick to my stomach. I get the runs from the stress. It's not because you're not hot. I would love to tap that ass. I would tear that ass up. I can't let you in because you're old as fuck...for this club, not, you know, for the earth. DEBBIE What? DOORMAN You old. She pregnant. Can't have a bunch of old, pregnant bitches running around. That's crazy. I'm only allowed to let in five percent black people. He said that. Five percent. That mean if there's twenty-five people here, I get to let in one-and-a-quarter black people. So I got to hope there's a black midget in the crowd. DEBBIE Now I feel guilty. I'm sorry. DOORMAN Why y'all want to be in here anyway? Y'all need to be at a yoga class or something. (REGARDING ALISON) What the fuck is she doing at the club? That's not even good parenting right there. Your old ass should know better than that. DEBBIE Oh, God. Ugh. Debbie takes Alison away. EXT. VEGAS POOL - NIGHT Ben and Pete hold neon yard glasses and walk past numerous swimsuit-clad men and women. BEN Have the mushrooms kicked in yet? Ben and Pete CHUCKLE uncontrollably. KNOCKED UP - 102. EXT. TREASURE ISLAND HOTEL - NIGHT Establishing shot. INT. CIRQUE DU SOLEIL Ben and Pete watch from the crowd as acrobats climb poles. BEN AND PETE Ohhhhhh! BEN This was a great idea, man. PETE This is the best idea I've ever had in my life. Two bare-chested male acrobats start to balance on top of each other. BEN What are they going to do? What in the world are they doing? If I shaved my stomach and my chest, I would look exactly like that. Those guys are at work right now. (imitating one of the ACROBATS) What'd you do today? Oh, just lifted my brother. The crowd starts to APPLAUD for the acrobats. BEN (CONT'D) No! Don't applaud! He'll fall! I'm freaking out right now, man! Many acrobats in devilish outfits take the stage. BEN (CONT'D) The mushrooms are turning on me! A clown dressed as a GIANT BABY is part of the act. Ben YELLS frantically. GIANT BABY Papa. BEN I am not your papa. A giant Snail comes out onto the stage. BEN (CONT'D) I can't deal with this shit, man! Ben stands up and runs down the aisle towards the exit. KNOCKED UP - 103. EXT. STREET NEAR NIGHTCLUB - NIGHT Debbie and Alison sit on the curb. DEBBIE (WEEPING) It's over. ALISON What's over? DEBBIE My youth. ALISON Don't say that. DEBBIE It's true. I just want to dance. I love dancing. ALISON So dance. DEBBIE I can't dance. I'm embarrassed. ALISON I should be embarrassed. I'm a fucking whale and I'm trying to get into some stupid club and-- DEBBIE You look beautiful. You're young and you're tall and you got the good lips and boobs. I'm going to be alone. ALISON Debbie, no, you're not. DEBBIE Yes, I am. Oh, God! Fucking, men! I get worse looking and he gets better looking, and it's so fucking unfair. Oh, fuck. We should go. My babysitter always gets mad when we come home past twelve. She's such a pissy little high- school cunt. INT. VEGAS HOTEL ROOM - NIGHT Ben curls up on the bed with his shirt and boxers on. A scene from "CHEAPER BY THE DOZEN" plays on the television. Steve Martin juggles all of his children. STEVE MARTIN (ON TV) Let's move, gang! Come on, come on, come on! Jessica, can you get these plates and put them on the table, please?! KNOCKED UP - 104. BEN This isn't funny. That guy has twelve kids. It's not funny. This is sick. This is a sick movie. That's a lot of responsibility to be joking about. That's not funny. I got to turn this off. It's freaking me out. Pete moves several chairs into the bedroom. PETE There are five different types of chairs in this hotel room. BEN Holy fuck. What are they all doing in here? PETE These are five different types of chair. BEN Get them out of here, man. This is too many chairs for one room. PETE There's a guy that works for this hotel. His whole job is to find chairs. Pete moves to a tall chair. PETE (CONT'D) Look at this one. Look at it. It's gold and red and it's kind of shiny. Shiny thread? Unbelievable. It is beautiful, and it feels amazing. BEN The tall one's gawking at me and the short one's being very droll. I don't like them. Pete switches to another chair. PETE Oh, wow! BEN It's weird that chairs even exist when you're not sitting on them. Pete switched to another tall chair. PETE I'm up high! I'm really high up. BEN I should've read the baby books. PETE Why didn't you read the baby books? KNOCKED UP - 105. BEN Because then it's real, you know? PETE Dude, it's real whether or not you read those books. That baby's coming. Pete sits on another chair. PETE (CONT'D) Oh, man! BEN Think they'll take us back? PETE Yes. But I don't know why. Do you ever wonder how somebody could even like you? BEN All the time, man. Like every day. I wonder how you like me. PETE How can Debbie like me? She likes me. I mean, she loves me. The biggest problem in our marriage is that she wants me around. She loves me so much that she wants me around all the time. That's our biggest problem. And I can't even accept that? Uh, like that upsets me?! Ben sits up from the bed. BEN What? PETE She's the one. She loves me. BEN You can't believe...that people love you? I love you, man! Debbie loves you! PETE I don't think I can accept her love. There's something wrong with me. BEN You can't accept love? PETE I don't know what it is. BEN Love? The most beautiful, shiny, warmy thing in the world? You can't accept it? PETE I have to go to this other chair. KNOCKED UP - 106. Pete switches to a new chair. PETE (CONT'D) Oh, this is a better energy. BEN You can't accept pure love? You can't accept Debbie? She's chosen to give you her life. She's picked you as her life partner! But you play fantasy baseball because you can't accept her love? Ben BURPS. BEN (CONT'D) Ugh. I could accept it, man. And Debbie's amazing, man. She's cool and she's funny and she smells good and she's nice and her hair always looks different. She's too good for you, man. Pete shoves his hand in his mouth. PETE Tastes like a rainbow. BEN You're disgusting. You're an urchin. And she busts your balls because you're a little bitch! You're a filthy bitch! And I'd bust your balls! Debbie wants to give her life to you and Alison doesn't want to do that with me. And it makes me sad all day. I want to go home. PETE (with fist in mouth) I want to go home, too. EXT. DEBBIE AND PETE'S HOUSE - DAY Establishing shot. EXT. DEBBIE AND PETE'S HOUSE, BACKYARD Debbie and Alison set up Sadie's princess birthday party. ALISON Everything looks beautiful. DEBBIE Thanks. I went kind of overboard, huh? ALISON No, it's great. DEBBIE Your daughter only turns eight once. Is Ben going to come? KNOCKED UP - 107. ALISON I don't think so. I don't know why he would. EXT. DEBBIE AND PETE'S HOUSE Ben approaches the house with a present. He wears a button-down shirt and long khaki shorts. He KNOCKS on the door. Sadie opens the door. BEN Oh, hey, what up dog? SADIE Where have you been? BEN Around. You know, just kind of doing my thing. SADIE Why is everybody so mad at you? BEN I don't know. Are they mad? What have they been saying? SADIE They've been saying, like "blah-blah- blah-blah. Ben's a prick." BEN They said that? SADIE A lot. BEN That sucks. SADIE What does it mean? BEN Penis. It means penis. SADIE Oh. (CHUCKLING) Penis. INT. DEBBIE AND PETE'S HOUSE, KITCHEN Pete and Debbie prepare food as Ben walks in. Pete wears a crown. PETE Babe, we're running low on plates. (TO BEN) Hey Ben! What's up, man? KNOCKED UP - 108. BEN What's happening, man? DEBBIE Hey, Ben. BEN Hey, Debbie. DEBBIE How are you? BEN Good. How are you? Ben and Debbie kiss hello. DEBBIE Hi. (TO PETE) Did you just get pink cupcakes or yellow and pink cupcakes? PETE I just got yellow cupcakes. DEBBIE I thought I said to get pink cupcakes. PETE I can run out. I'll get some more. DEBBIE Nah, it's no big deal. PETE I don't mind. DEBBIE No it doesn't matter. PETE You sure? DEBBIE Yeah. You look really cute in that. Pete and Debbie kiss. Debbie exits. BEN Well, that was fast, you pussy. PETE You're the one that got dressed up like a cholo on Easter to come to this party. BEN How are things at Butt-Fucking-Ham Palace? KNOCKED UP - 109. PETE You look like Babe Ruth's gay brother, Gabe Ruth. BEN Well played, sir. That was good. PETE You going to talk to Alison? BEN Yeah, I was about to. PETE Right on. Ben hands Pete his gift for Sadie. BEN It's a doll. PETE Thanks, Ben. EXT. DEBBIE AND PETE'S HOUSE, BACKYARD Alison and Ben talk off to the side. ALISON I just don't think we can make it work. BEN We can get back on track and everything's going to be great. ALISON You're just being nice. And I'm being nice and just because we're two nice people doesn't mean we should stay together. I don't want this baby to determine the rest of our lives. You know? Me not wanting to do this alone isn't enough of a reason to drag you into a relationship with me. It's just not fair. And, and don't repeat this, but, God, I don't want to end up like Debbie. BEN But Debbie's happy. ALISON She's happy today. But every day is a constant struggle for them because they're not right for each other. You know? And they have to force it and I don't want us to have to do that. I don't want to force you to be what I think you should be. That's wrong of me because you're great. You really are. You're great the way you are and, I mean, you like to get high and you like to do shrooms in Vegas. KNOCKED UP - 110. BEN I didn't do shrooms in Vegas. ALISON And who am I to stop you? Who am I to tell you that that's wrong? It's not wrong. It's who you are. It's what you enjoy and that's your life and... BEN I'm not that guy anymore. ALISON We can be friends. And you can be there when the baby is born, and in the baby's life as much as you want. I hope you will be. BEN If you give me a shot to just show you that I'm con-- Debbie approaches. DEBBIE Excuse me? BEN Oh, shit. DEBBIE (TO ALISON) Can you grab the video camera? We're going to sing "Happy Birthday" now. ALISON Yeah. (TO BEN) I'm sorry. I got to go. I'm sorry. BEN It's okay. ALISON I'll be right back. We'll finish talking. INT. DEBBIE AND PETE'S HOUSE, KITCHEN Ben stomps back into the kitchen. Pete is carrying the birthday cake. PETE What happened? BEN Thanks for warning me, man. I just walking into a fucking buzz saw! She rejected me! Because you, for some insane reason, told Debbie that I did mushrooms with you in Vegas! She gets mad because I smoke pot! (MORE) KNOCKED UP - 111. BEN (CONT'D) Now I'm upping it to fucking psychedelics! Thanks! PETE Really? I thought that she'd take you back. BEN You know why she just rejected me? Because you're such a shitty husband, she thinks I'm going to turn into a shitty husband! Ben exits. Pete starts to carry the cake to the backyard. PETE (SINGING) "Happy Birthday to you. Happy Birthday to you." EXT. MTV MOVIE AWARDS - DAY Alison interviews JESSICA ALBA. JESSICA ALBA When are you due? ALISON I got two months. JESSICA ALBA Really? Wow. Well, you're so big already. ALISON Yeah. Alison interviews ANDY DICK. ANDY DICK When is that baby popping out? ALISON I got two months to go. ANDY DICK Really? Are you dilated yet? Andy tries to stick his hand up Alison's dress. ALISON Wow, wow. Alison interviews EVA MENDES. EVA MENDES You look fantastic. ALISON Thanks, thanks. KNOCKED UP - 112. EVA MENDES Are you going to, like, give birth right now? Alison interviews STEVE CARELL. STEVE CARELL Wow! You're about to drop any second. ALISON You know what? STEVE CARELL I love your broach here. ALISON You don't need to lie to me. I don't appreciate it. I know I look like a fat cow. And I'm sweating profusely. STEVE CARELL No, you don't look like a...fat cow at all. You look great. So, I have to get going in. They're calling me. ALISON Steve, hey! Help me out. Give me an interview, please. STEVE CARELL Well, I just need to run in. Steve starts to pull away. ALISON You know what? Just say into the camera, "You're watching E! Entertainment." Just give me that. STEVE CARELL Congratulations. ALISON No, Steve, don't be an asshole! Come on. STEVE CARELL I'm not being an asshole. INT. EDITING BAY Alison and Brent watch the MTV Movies Awards footage. BRENT Wow. You managed to turn Steve Carell into an asshole. No easy feat. ALISON Shut up, Brent. KNOCKED UP - 113. INT. BEN'S HOUSE - NIGHT Ben sits on the couch and talks to Harris on the telephone. BEN You screwed me, Dad, okay? You said everything was going to be fine and nothing is fine. Nothing is fine. HARRIS (O.S.) Ben, I've been divorced three times. Why would you listen to me? BEN Because you were the only one giving me advice! And it was, it was terrible advice! HARRIS (O.S.) You can go around blaming everyone else, but in the end, until you take responsibility for yourself, none of this is going to work out. BEN I don't know how to take responsibility for myself, okay? I didn't read the baby books! HARRIS (O.S.) You didn't read the books? BEN I should smoke less pot. I don't know what to do! I'm an idiot! What, tell me what to do! HARRIS (O.S.) I don't know. I don't know. Ben, I love ya. What can I tell ya? BEN Just tell me what to do. INT. JETSET STUDIOS - DAY Ben sits at his work desk as his new BOSS walks by. Ben has gotten a job designing web pages. BOSS Stone, you settling in okay? BEN Best job I ever had. BOSS Like to hear it. INT. BEN'S NEW APARTMENT - DAY Ben is being shown an apartment by a realtor. KNOCKED UP - 114. INT. DR. HOWARD'S OFFICE Dr. Howard gives Alison a sonogram. Ben is not there. EXT. BEN'S HOUSE - DAY Ben's roommates help him move his stuff into a moving van. INT. YOGA STUDIO - DAY Alison and Debbie participate in a baby exercise class among other couples. INT. BABY CLOTHES STORE Ben asks a salesman about baby clothes. INT. ALISON'S GUEST HOUSE - DAY Alison folds baby clothes in her nursery. INT. BEN'S NEW APARTMENT - DAY Ben hangs up wrapping paper as wall paper in his makeshift nursery. INT. JACK'S OFFICE, E! ENTERTAINMENT - DAY Alison, Jill and Jack are in the office. JACK Alison, thank you for coming in. I don't want to shock you, but know what's under that jacket. You're pregnant, have been for a while. From my count, you're right around eight months. And I don't know why you felt you couldn't tell us. ALISON I'm really sorry. JILL This is Hollywood. We don't like liars. ALISON I just wasn't expecting this and, I didn't know how to handle it, and I didn't want to lose my job. I'm really sorry. JACK It's unfortunate that you didn't tell us because you would've found out that we thought it's great. KNOCKED UP - 115. ALISON Really? JILL Yeah. JACK So, we did some research. And turns out, people like pregnant. ALISON Oh, my God! JACK The bigger you are, the bigger your numbers. JILL I was surprised because I feel the opposite. JACK We're going to do a whole maternity month on "E, Exclamation, Mommy." You're going to interview all the pregnant celebs. ALISON Really? JACK Yes. JILL Scary! JACK If you're pregnant, they're pregnant, you can talk about being pregnant. JILL It just grosses me out...when I know that people are pregnant. Because I think about the birth. Everything's so wet. JACK And everything that goes into it. None of the gross stuff. But you know, hopes, dreams, whatever. It's going to be great. ALISON Oh, my God. This is such good news. Thank you so much. JACK You're welcome. And then, after the baby is out, tighten it back up. JILL Tight. And please don't lie to us again. Because maybe someday we could be friends. KNOCKED UP - 116. ALISON Okay. I won't. I'm sorry. JILL I just don't like secrets. INT. DEBBIE AND PETE'S HOUSE - DAY Alison holds the door while Pete, Debbie, Charlotte and Sadie move their bags to the car. PETE You know, it's a rare thing that you live to see the day your wildest dreams come true. I mean what is there left to want? I get to go to Legoland. DEBBIE Shut up, Pete. PETE Say it! ALISON Legoland! DEBBIE Don't get them all riled up before the drive. PETE I shouldn't have given them all that meth then. DEBBIE We'll be back on Sunday. PETE Or Saturday. You never know. We might see it all in one day. DEBBIE Sunday. Let's go. INT. ALISON'S GUEST HOUSE - NIGHT Alison watches the lesbian pool scene from "Wild Things." She suddenly get a pain in her belly. She winces. ALISON Ow, ow, ow. INT. BEN'S NEW APARTMENT Ben's phone RINGS. BEN Hello? KNOCKED UP - 117. INT. BEN'S OLD HOUSE - CONTINUOUS Jason sits in a chair. Jonah stands behind him. JASON Hey, what's up daddy? What are you doing? INT. BEN'S NEW APARTMENT - CONTINUOUS Ben reads a baby book. BEN Just smoking a joint, drinking some beers, you know. Rocking. INTERCUT: JASON I think we're about to go to a new club. You coming? BEN No. I'm going to pack it in soon. JONAH (TO JASON) What's he doing? JASON (TO JONAH) He says he's going to call it a night. (TO BEN) Dude, it's like eight-fifteen, man. BEN I know. I'm just tired. JONAH (TO JASON) Is he depressed? JASON (TO BEN) You depressed? BEN No, I feel great. I like it. JASON (TO JONAH) He says no. JONAH (TO JASON) Ask him if he's going to kill himself. JASON (TO BEN) You going to kill yourself? BEN No, I'm not. Okay? Thank you. KNOCKED UP - 118. JONAH (TO JASON) Tell him not to jerk off with a noose around his neck. It's dangerous. JASON (TO BEN) You shouldn't jerk off with a noose around your neck because it's dangerous. BEN Okay, very good. JONAH (TO JASON) Oh, and tell him if he has to, tell him he needs a teammate or a spotter there. JASON (TO BEN) Right. And if you do, um, you should have a teammate or a spotter there. BEN Great. JASON (TO JONAH) He says your mom's already there. JONAH That's cool, man. INT. ALISON'S GUEST HOUSE Alison paces while on the phone. ALISON (TO HERSELF) Okay, okay, okay. (into the phone) Hi, Dr. Howard? INT. MEXICAN RESTARAUNT - CONTINUOUS DR. ANGELO walks into the restaraunt. DR. ANGELO No, this is Dr. Angelo. How can I help you? INT. ALISON'S GUEST HOUSE - CONTINUOUS ALISON I'm a patient of Dr. Howard's and I'm going into labor and I need to speak with him. KNOCKED UP - 119. INTERCUT: DR. ANGELO I actually don't know where he is tonight. But I've made myself available to his patients and I'd be happy to help you. ALISON Can you help me find him? Can you give me his number? DR. ANGELO Oh, no. You know what? Actually, I'm under strict instructions not give out his number, but I can help you through this. ALISON No, no, no, no. I want to speak to my own doctor. You really won't give me his number? Because this is my first baby and he promised that he would be here for me and I need you to give me his number, okay? DR. ANGELO Dr. Howard is not available tonight. Bet everything's going to be okay, I assure you. ALISON No, I don't want you to help me because I have no idea who you are! I want my own goddamned doctor! You make sure he calls me! Alison clicks off the phone. ALISON (CONT'D) (TO HERSELF) Oh, shit. Okay. Oh, shit. Alison calls Ben. INT. BEN'S NEW APARTMENT Ben's sleeps in his bed. His phone RINGS. He blindly fishes for the phone. BEN Hello? I/E BEN'S CAR - NIGHT Ben feverishly drives to Alison. BEN (TO CAR) Oh, don't run out of gas! Don't run out of gas! Come on! KNOCKED UP - 120. INT. ALISON'S GUEST HOUSE - NIGHT Ben runs into Alison's guest house. It is empty. BEN Hello? EXT. DEBBIE AND PETE'S HOUSE, BACKYARD Ben uses the back door to get into the house. INT. DEBBIE AND PETE'S HOUSE, BEDROOM Ben checks every room in the house. BEN Please be in here. Hello? Hello! INT. DEBBIE AND PETE'S HOUSE, BATHROOM Ben finds Alison in a bubble bath surrounded by candles and SOOTHING MUSIC. BEN Hello? Alison. Hello? ALISON Ben? BEN Alison. What is this, like a water birth? What are we doing? Should we go? ALISON Shh! Just relax, okay? Just be mellow, because that's what this is all about. Because if it gets too stressful in here then the baby is born into a stressful environment and then he's wired for stress for the rest of his life. So just...just be calm. BEN (WHISPERING) Okay. Okay. Let's relax. Do you want to talk about things? I feel really bad about a lot of the shit I did. I can't believe I said some of that. That's all I think about in my head. IT-- ALISON I don't want to talk about it. BEN But maybe we could bring the baby into a reconciled place so, we can talk-- KNOCKED UP - 121. ALISON No. I don't want to go there. Don't go there, okay? BEN Okay. ALISON Help me stay relaxed. BEN So, what should I do? ALISON You need to call Dr. Howard. Ben goes into the hall and calls Dr. Howard's house. INT. DR. HOWARD'S HOUSE Dr. Howard's housekeeper, MARIA, answers the phone. MARIA Hello? INT. DEBBIE AND PETE'S HOUSE, BATHROOM BEN Hello, this is Ben Stone. I'm calling on behalf of Alison Scott. We need Dr. Howard. It's an emergency. INT. DR. HOWARD'S HOUSE MARIA He's at San Francisco at Bar Mitzvah. INTERCUT: BEN He's at a Bar Mitzvah in San Francisco? Do you know when he gets back? MARIA In three days. BEN Do you have his cell number, by any chance? Ben pops his head around the corner to talk to Alison. BEN (CONT'D) (TO ALISON) Hey! Good news. I got his number right here. I'm going to call him right now. ALISON Great. Thank you so much. I'm so glad you're here. Thank you. KNOCKED UP - 122. BEN I'm glad I'm here, too. Thank you. I shouldn't have told you you were a fucking lunatic. I shouldn't have said that. I feel terrible about it. ALISON No, it's okay. We're past it. I'm sorry I told you to fuck your bong. BEN It's okay. I didn't ALISON Let's just drop it now. We're over it. BEN I'm going to call him right now. You're doing so great. Ben slips into the hallway and calls Dr. Howard. DR. HOWARD (O.S.) Hello, it's Dr. Howard. I'm not here right now. Please leave a message. BEN (into the phone) Hey, Doc Howard. Ben Stone calling. Guess what the fuck's up? Alison's going into labor and you are not fucking here. Now, where are you? You're at a fucking Bar Mitzvah in San Francisco, you motherfucking piece of shit! And you know I'm going to have to do now? I'm going to have to kill you. I'm going to have to pop a cap in your ass. You're dead! You're Tupac! You are fucking Biggie, you piece of shit! I hope you fucking die or drop the fucking chair and kill that fucking kid! Hope your plane crashes. Peace, fucker! Ben goes back to Alison. ALISON Hey. BEN Hey. ALISON Did you talk to him? BEN I didn't talk to him directly, I left him a very nice message, though. What I'm about to tell you isn't that bad. You should know that going in. We can get through this and it's just a little hiccup, but everything will be fine. Do you trust me when I say everything will be fine? KNOCKED UP - 123. ALISON I can deal with it. BEN Okay. So, Dr. Howard is at a Bar Mitzvah. ALISON A Bar Mitzvah? BEN It's a Jewish rite of passage. And he's going to be there for the next three days, so he will not be able to be here tonight. ALISON It's okay. What do you think we should do? BEN I know exactly what to do. All we do is we'll get in the car, I'll drive to the hospital, and on the way, we will call every gynecologist we've met. Someone will be available. You know? ALISON I can do that. BEN Good. We still have time. I mean, how far apart are your contractions? ALISON I think, like, seven minutes. BEN Seven minutes! See? Not until four minutes is it really coming. And has your water broken, even? ALISON I don't know. I'm in the tub. BEN That's a good point. Have you had, have you had your bloody show? ALISON What's that? BEN It's a bloody mucusy discharge. But it only comes out right before the baby's going to come, so if that hasn't happened, we have time. We can make it to the hospital. It's no problem. ALISON You read the baby books. BEN Yeah. I did. I read three of them, actually. KNOCKED UP - 124. ALISON Thank you. BEN You're welcome. EXT. HOSPITAL - NIGHT Ben drives Alison's car. They park in a handicapped spot. ALISON Wait. Are we allowed to park here? BEN It's okay. Ben takes a handicapped placard out of his jacket pocket and hangs it on the mirror. BEN (CONT'D) I stole this from Martin's grandma. ALISON Oh. That was really sweet of you. BEN Thanks. INT. HOSPITAL - FRONT DESK Alison and Ben approach the desk. A male nurse, SAMUEL, and a FEMALE NURSE tend to them. BEN (TO ALISON) We're close. Home stretch. (to Female Nurse) Hello. This is Alison Scott. Dr. Kuni said he would let you know we were coming? FEMALE NURSE He did. We'll take good care of you. Samuel? SAMUEL Yeah? FEMALE NURSE This is Alison Scott. Please admit her into room 307. SAMUEL All right. Hi. BEN You're our nurse? SAMUEL That's why I'm holding the clipboard. So, uh, what else is up with you guys? KNOCKED UP - 125. Ben and Alison stare at Samuel. SAMUEL (CONT'D) I'm just joking. Let's have a baby! INT. HOSPITAL ROOM Samuel is adjusting Alison's IV. SAMUEL So, I'm sorry it took me so long to find that vein. That little guy really didn't want me to find him. ALISON Is that the baby on that one right there? Alison points to some equipment by her bed side. SAMUEL Yeah. That's how we can tell how the little guy or gal is doing. ALISON Okay. A groggy Dr. Kuni enters. DR. KUNI Hello, Alison, Ben. Interesting night. BEN We really, really appreciate you coming, man. DR. KUNI What else do I have to do, I mean, besides sleep? I was only kidding. What happened to your doctor? BEN He's at a Bar Mitzvah in San Francisco. He didn't tell us though. DR. KUNI Nice. BEN Yeah. DR. KUNI Lucky for you I don't have any Jewish friends. ALISON Dr. Kuni, I really want to do this naturally. I don't want to use drugs. DR. KUNI Let's just take a look and see what happens, okay? Fetal heart rate is good. Samuel, where are we? KNOCKED UP - 126. SAMUEL Four centimeters. DR. KUNI Four centimeters what? SAMUEL Dilated. DR. KUNI Dilated. That's right. Focus. Pay attention, okay? We're a team. Okay? INT. HOSPITAL - WAITING ROOM Jonah, Jason, Jay and Martin sit in the waiting room. JONAH I want to get the fuck out of here. JAY What? JONAH I just want to get the fuck out of here. JAY Just relax, man, just relax. JONAH I don't fucking like hospitals. JAY Jonah, this is beautiful. I just think you need to relax and embrace the beauty of another life joining our gang. We're having a baby. We are having a baby. JONAH I'm not having shit besides a fucking panic attack. There's probably a fucking room back there full of dead bodies! You guys want to be here when one rolls out and just fucking coughs malaria into our face? JAY Jesus. JONAH Fucking shit. INT. HOSPITAL ROOM Ben massages Alison's back. BEN Is that good? KNOCKED UP - 127. ALISON Oh, yeah, get in there. BEN I could do this all day. The fetal heart monitors begins to BEEP. ALISON What was that? BEN What the hell was that? Samuel hurries in to check the monitor. BEN (CONT'D) What's that, what's happening? Dr. Kuni enters. DR. KUNI Well, boy and girls, what seems to be the problem? SAMUEL Decels. DR. KUNI Oh, dear. Okay. Alison, I need you to turn on your back now, okay? The baby's heart rate is slowing. Okay? BEN It's going to be okay. (to Dr. Kuni) Is it going to be fine? Alison turns onto her back. DR. KUNI It's going to be fine. Okay? (TO ALISON) You're going to feel a little bit of a push. Dr. Kuni tries to reposition the baby. BEN What are you doing? DR. KUNI I'm turning the baby so I can take the pressure off the cord. ALISON Oh, my God. The monitors stops beeping. KNOCKED UP - 128. DR. KUNI We're good. The heartbeat's stronger, but we're not out of the woods. We need to get things going now. I think the cord is wrapped around the neck. Okay? BEN What? DR. KUNI So I'm going to give you some medicine, pop the bag and get things going, okay? I don't want to leave the baby in there for long and we can give you some medicine for the pain. ALISON No, no, no, no. I don't want the baby to be born all drugged out. It's not my birth plan. DR. KUNI Now, things change. We don't have time to debate this. ALISON What? No. But no, I'm not comfortable with that. I'm not. BEN No. Would you please just listen to her? DR. KUNI Fine. Do what you want to do. BEN Whoa, whoa, whoa, what? DR. KUNI Should I leave? Do you want to be the doctor? Because I really don't need to be here. BEN No. What we want is to take a second to talk about our options, okay? That's all we want. DR. KUNI No. You mean you want to take a second to tell me how to do my job. My job is to get that baby out safely. Or I can go home! You just let me know. You be the doctor. BEN Can we talk outside in the hall for a second? INT. HOSPITAL - HALLWAY Ben and Dr. Kuni stand in the hallway. KNOCKED UP - 129. DR. KUNI That woman is a control freak, and she needs to let go and let me do my job. BEN Look, she's just having a hard time because her and her doctor had a very specific birth plan. And they wanted it to be a very special experience. DR. KUNI Okay. if you want a special experience, go to a Jimmy Buffet concert. We have a new birth plan: Get the baby out safely. BEN Look, man, will you help us out? I have no idea what I'm doing. You can be as big a dick to me as you want. Just be nice to her, man. That's all I ask. Just please be nice to her. Ben's stomach GROWLS loudly. DR. KUNI Are you okay? BEN I think so. DR. KUNI I'm sorry. Let's start fresh. BEN Thank you, man. DR. KUNI This is healthy. This is good. I think we're bonding. INT. HOSPITAL ROOM Dr. Kuni and Ben come back into the room. DR. KUNI Alison, I apologize for being a little brash, but if you're okay with it, it's rather important we break the bag and give you some medicine to speed things up. Because once the bag is broken, I don't want there to be an infection. ALISON Whatever. Do what you have to do. Dr. Kuni exits. ALISON (CONT'D) (whispering to Ben) Oh, my God. What a nightmare that guy is. KNOCKED UP - 130. BEN I know, I know. Look, I talked to him. I think he'll be more cool now. ALISON I'm so sorry I broke up with you. BEN You really don't need to be. And you know, I knew you'd give me another shot. I figured it'd be a lot sooner than this, you know? ALISON I was just in such a panic from all of this. And watching Debbie and Pete together, and my ass got so fat. BEN No, no. ALISON It did. I just never, for one minute, thought that the guy who got me pregnant would actually be the right guy for me. BEN Me neither. ALISON I guess he is. INT. HOSPITAL - HALLWAY Martin and Jonah wheel around the corner in wheelchairs. JONAH All right, Martin, who am I? (IMPERSONATING STEPHEN HAWKING) People think I'm smart because I speak in a robot voice. MARTIN Stephen Hawking. JONAH (IMPERSONATING STEPHEN HAWKING) I fuck my nurse with my ever-expanding cock. (STOPS IMPERSONATION) All right. Let's murderball. Come here! I'm going to murderball you! Jonah kicks Martin's wheelchair over. MARTIN Oh, fuck. KNOCKED UP - 131. JONAH Stay down! MARTIN Jonah, you shithead! INT. HOSPITAL ROOM Debbie and Pete come into the room. Pete holds a camcorder. DEBBIE Hi. I can't believe I go out of town and this happens. ALISON I know. DEBBIE I'm sorry, but I'm not going anywhere. ALISON Screw Legoland. PETE All right, how do you want this? You want this over the shoulder? I can do whatever you want. I can get in there. Kind of Spike Lee angles. ALISON No, you can shoot the waiting room. That would be great. DEBBIE (TO BEN) Well, thank you. I've got it from here. ALISON Debbie. BEN (TO DEBBIE) Can I talk to you in the hall for a second? DEBBIE Why? INT. HOSPITAL - HALLWAY Ben and Debbie talk in the hallway alone. BEN I'd like to be in there with Alison...without you. DEBBIE Okay. I understand how you feel, but this isn't up to you. KNOCKED UP - 132. BEN Look, Debbie, you are high off your ass if you think you're coming into that room. If you take one step towards that door, I will tell security there's a crazy chick in a pink dress snatching up babies. Okay? So don't even try to come into that room. That's my room now. That little area with the Pepsi machine...that's your area. My room. Your area. Stay in your area. Stay out of my room. Back the fuck off. INT. HOSPITAL - WAITING ROOM Debbie sits down in a seat next to Pete. PETE What are you doing here? DEBBIE He just kicked me out. He told me to leave. But I guess it's good, right? He said he's going to take care of her. He really seems on his game. I think he's going to be a good dad. I think I like him. Thank God. PETE I wish I'd gotten that on tape. INT. HOSPITAL ROOM Alison is in labor. She is PANTING. ALISON Go! Holy shit, almighty! Oh, shit, this really hurts! DR. KUNI Ah, I see we're well on our way. ALISON I want the epidural! Okay? Give me the epidural! BEN Give it to her. Give her the epidural, okay? ALISON Okay? BEN Give it to her now. DR. KUNI Alison, we're past the point of an epidural. The cervix is fully dilated. KNOCKED UP - 133. ALISON No, seriously, I want an epidural! I know there's time! DR. KUNI We can't give you the epidural. ALISON Take the time! I'll make sure it doesn't come out! I'll stop pushing. BEN We have time. ALISON I'll stop, oh, please, please, please! BEN Just do it, please! DR. KUNI I'm sorry. We have no time. We're going to just have to do this the all natural way, okay? The way you wanted to do it. Okay? Ready? ALISON Okay. DR. KUNI Here comes another contraction, okay? I want you to push. Okay, ready? Good, good, good. ALISON I feel everything! Oh, my God! It's happening. SAMUEL Maybe we can take it down just a little. I think you're going to scare the other pregnant women. ALISON Are you fucking kidding me? Are you kidding me? INT. HOSPITAL - WAITING ROOM Alison's SHRIEKING is heard in the waiting room. JAY Jesus. JONAH Oh. This is messed up. Something's wrong in there. JASON No, no. I mean, granted, gynecology's only a hobby of mine, but it sounds to me like she's crowning. Is that right, Deb? KNOCKED UP - 134. DEBBIE Yeah. That's what it sounds like for everyone. Everyone goes through this. JAY No, I disagree with you. That sounds terrible. I'm going to go sneak a peek, see if there's anything I can do. Jay goes to Alison's room. INT. HOSPITAL ROOM Alison is in agony. Ben, Dr. Kuni and nurses are hunched around her. DR. KUNI It's crowning! I'm seeing the head! ALISON Oh, God. Honey, what does it look like, Ben? Been peers down between Alison's legs. We actually see the crowning shot as the baby's head is being pushed out of Alison's vagina. BEN Oh, God. ALISON What? BEN You don't want to see it. You don't WANT-- ALISON No, I want to see it! BEN It's beautiful. You don't want to, though. ALISON No, I want to see... A nurse holds a mirror for Alison. She sees the actual crowning shot. ALISON (CONT'D) ...it! Oh, God! Oh, God! DR. KUNI Okay, we're almost home! One, two-- Jay bursts in. JAY You okay in here? KNOCKED UP - 135. Jay sees the crowning shot. JAY (CONT'D) Jesus! ALISON Get out! JAY Yeah, okay. INT. HOSPITAL - WAITING ROOM Jay solemnly returns to his chair. JASON You all right, buddy? JAY One sec. JONAH What did it look like? JAY I shouldn't have gone in there. Don't go in there. Promise me you don't go in there. JONAH Me go in there? That's the last fucking place I want to go. Like I'm going to go in there. Try getting a boner now. Jason beams at Debbie. JASON What's up Deb? DEBBIE Hey. Pete looks at Debbie. INT. HOSPITAL ROOM The birth is still in progress. DR. KUNI Push. One, two, three. ALISON Oh, God! DR. KUNI You've passed the shoulders. One more big push. Good. The baby comes out. Dr. Kuni cleans it up. KNOCKED UP - 136. ALISON Oh, Ben. I did it. BEN You did it. ALISON It's out. BEN You did it. Oh, my God, you did it. Dr. Kuni hands the baby to Alison. ALISON Hi, baby. I love you, Ben. BEN I love you so much, too. Oh, my God. DR. KUNI Congratulations, you two. Beautiful. ALISON Thank you. DR. KUNI You did so great. You were amazing. ALISON Pretty baby. BEN You got out. You made it out. Welcome. INT. HOSPITAL - WAITING ROOM MARTIN You ever get so bored you just stare at your balls? JONAH I bet you do, late John Lennon. MARTIN Here we go again. DEBBIE (whispering to Pete) Who is that? Is that Ben's rabbi? Is he the one who cuts the penis? PETE I think it's Matisyahu. MARTIN Awesome. JASON You want out of the bet? MARTIN I want out of the bet. KNOCKED UP - 137. JASON You know what you have to say. Just say it, man. I think now is the time. MARTIN "Jason, you're the master." JASON You heard it, right? JAY Yeah. JASON All right. You're out of the bet. You're done. Martin hugs Jason. JASON (CONT'D) Your face smells like an old man's balls. MARTIN Thank you. INT. HOSPITAL ROOM Debbie and Pete come to check in on Alison. DEBBIE Oh, my God. Hello. My goodness. She's beautiful. She's beautiful. I love you, Ben. BEN I love you, Debbie. DEBBIE (TO PETE) We're going to have another baby. PETE Okay. Pete turns the camera on himself and shakes his head "no." DEBBIE Hello, baby. INT. HOSPITAL - WAITING ROOM Ben enters the waiting room to talk to the guys. BEN Gentlemen, it's a girl! THE GUYS Ohhhhhhh! BEN Yeah! KNOCKED UP - 138. They all hug. JAY We got a daughter! Mazel Tov! JASON Congratulations, Daddy! JAY We got a beautiful little girl! BEN Let's meet her! She's awesome. JAY A beautiful little girl! JASON Let's meet her. Aw. INT. HOSPITAL ROOM - LATER Alison sleeps while Ben holds the baby. Everyone else has gone home. BEN (to the baby) And then your mommy said, "Just do it, already," which was very confusing to Daddy. So I listened to the most literal translation of that and I just did it, already. What would you do? Don't tell Mommy, but it was the smartest thing I ever did, listening to her, because now you're here. Isn't that nice? I think it is. EXT. HOSPITAL - DAY Ben and a Nurse push Alison and the baby in a wheelchair. I/E ALISON'S CAR Ben drives while Alison and the baby are in the back seat. ALISON I hope your apartment's big enough for the three of us. BEN It definitely is. That's why I got one in East LA. The rent. It's huge! The only thing is we have to decide if we're going to be Crips or Bloods before we get there. ALISON Well, I look good in red. KNOCKED UP - 139. BEN I look good in blue. The fighting continues. We could just throw off everyone and become Latin Kings. ALISON Yeah. BEN We both look good in gold. ALISON Good choice. I would yell at you about driving so slow, except the baby's here. BEN No, these guys can honk all they want. I ain't going faster than twelve. It might take us around three hours to get home, though. The car moves slowly down the highway with a line of cars waiting behind them. FADE OUT.
UP Written by Pete Docter, Bob Peterson & Thomas McCarthy 1. A 1930's NEWSREEL. NEWSREEL ANNOUNCER (V.O.) "Movietown News" presents... Spotlight on Adventure! The mysterious SOUTH AMERICAN JUNGLE. A massive waterfall cascades down a gigantic, flat-topped mountain. NEWSREEL ANNOUNCER (V.O.) What you are now witnessing is footage never before seen by civilized humanity: a lost world in South America! Lurking in the shadow of majestic Paradise Falls, it sports plants and animals undiscovered by science. Who would dare set foot on this inhospitable summit? A painted portrait of a dashing young adventurer. NEWSREEL ANNOUNCER (V.O.) Why, our subject today: Charles Muntz! A massive DIRIGIBLE descends on an airfield. NEWSREEL ANNOUNCER (V.O.) The beloved explorer lands his dirigible, the "Spirit of Adventure," in New Hampshire this week, completing a year long expedition to the lost world! INT. MOVIE THEATRE - CONTINUOUS Of everyone watching in the modest, small town theater, no one is more enthralled than 8 year old CARL FREDRICKSEN. NEWSREEL ANNOUNCER (O.S.) This lighter-than-air craft was designed by Muntz himself, and is longer than 22 Prohibition paddy- wagons placed end to end. Young Carl stares, mouth agape, wearing leather flight helmet and goggles -- just like his idol on the silver screen. NEWSREEL ANNOUNCER (V.O.) And here comes the adventurer now! 2. NEWSREEL FOOTAGE: the dashing Muntz descends down the gangplank to the delight of the crowd. His dogs trail him. NEWSREEL ANNOUNCER (V.O.) Never apart from his faithful dogs, Muntz conceived the craft for canine comfort! It's a veritable floating palace in the sky... An opulent dining room. NEWSREEL ANNOUNCER (V.O.) ...complete with doggie bath and mechanical canine walker. One dog runs suffers through mechanized bath time, while a second wears an electrode helmet and runs on a treadmill. NEWSREEL ANNOUNCER (V.O.) And Jiminy Cricket, do the locals consider Muntz the bee's knees! And how! Cameras flash as Muntz stands heroic, striking his signature "thumbs up" stance. MUNTZ "Adventure is out there!" In the theater, Young Carl returns the thumbs up. NEWSREEL ANNOUNCER (V.O.) But what has Muntz brought back this time? Muntz speaks to a crowded auditorium, on stage beside a curtained object. MUNTZ Gentlemen, I give you: the Monster of Paradise Falls! He pulls away the drape to reveal a GIANT BIRD SKELETON. CROWD Ooh! Young Carl leans forward, eyes bulging. NEWSREEL ANNOUNCER (V.O.) And golly, what a swell monster this is. But what's this? Skeptical scientists analyze the bones. 3. NEWSREEL ANNOUNCER (V.O.) Scientists cry foul! The National Explorers Society accuses Muntz of fabricating the skeleton! YOUNG CARL No! Muntz's portrait is removed from a wall of paintings of other famous explorers. NEWSREEL ANNOUNCER (V.O.) The organization strips Muntz of his membership. Muntz's "Explorer's Society" badge is ceremoniously RIPPED from his jacket. Carl GASPS. Muntz stands next to his dirigible at an airfield. He grimly addresses the crowd. NEWSREEL ANNOUNCER (V.O.) Humiliated, Muntz vows a return to Paradise Falls and promises to capture the beast... alive! MUNTZ I promise to capture the beast... alive! In the theater, young Carl smiles. MUNTZ And I will not come back until I do! The crowd CHEERS. Muntz gives his thumbs up from the cockpit as the dirigible lifts off. NEWSREEL ANNOUNCER (V.O.) And so the explorer is off to clear his name. Bon voyage Charles Muntz, and good luck capturing the Monster of Paradise Falls! Carl looks like he just witnessed a miracle. DISSOLVE TO: 4. EXT. SMALL TOWN NEIGHBORHOOD, 1930'S - DAY - CONTINUOUS Young Carl "flies" his blue balloon ("The Spirit of Adventure" hand-written on it) as he runs along the sidewalk. He still wears helmet and goggles. TITLE CARD: WALT DISNEY PICTURES PRESENTS NEWSREEL ANNOUNCER (V.O.) Here's Charles Muntz piloting his famous dirigible!! TITLE CARD: A PIXAR ANIMATION STUDIOS FILM NEWSREEL ANNOUNCER (V.O.) He hurdles Pike's Peak! Carl jumps over a small rock. NEWSREEL ANNOUNCER (V.O.) He hurdles the Grand Canyon! Carl jumps over a crack in the sidewalk. NEWSREEL ANNOUNCER (V.O.) He hurdles Mount Everest! Carl jumps over a tree stump... and smacks into it instead. NEWSREEL ANNOUNCER (V.O.) He... goes around Mount Everest! Is there nothing he cannot do? TITLE CARD: UP NEWSREEL ANNOUNCER (V.O.) Yes, as Muntz himself says: "Adventure is--" GIRL'S VOICE (O.S.) "Adventure is out there!" Carl stops. Who said that? The voice comes from a dilapidated HOUSE, windows boarded up and lawn overgrown with weeds. The weather vane atop the house turns, pulled by ropes. GIRL'S VOICE (O.S.) Look out! Mount Rushmore! Hard to starboard. Must get the Spirit of Adventure over Mount Rushmore... 5. Carl walks toward the voice. GIRL'S VOICE (O.S.) Hold together old girl. How're my dogs doing? Ruff ruff! INT. DILAPIDATED HOUSE, HALLWAY - CONTINUOUS Carl squeezes through the broken door into the foyer. He follows the voice toward the living room. GIRL'S VOICE (O.S.) All engines ahead full! Let's take her up to 26,000 feet! Rudders eighteen degrees towards the south. INT. DILAPIDATED HOUSE, LIVING ROOM - CONTINUOUS Carl rounds the corner to see... ELLIE, an eight year old girl, her mussy red hair barely visible beneath her flight helmet and goggles. Bare footed, her overalls are patched and dirty. The old house has been transformed into a make-believe dirigible cockpit. Ellie steers, the wheel made from a rusty old bicycle. YOUNG ELLIE It's a beautiful day, winds out of the east at ten knots. Visibility... unlimited. (yells a command) Enter the weather in the logbook! The navigator (her hamster) skitters in its cage. Ellie uses two tied-together Coke bottles as binoculars. YOUNG ELLIE Oh! There's something down there! I will bring it back for science. Awwww, it's a puppy! Carl is distracted by the Muntz newspaper clippings taped to the wall. YOUNG ELLIE (O.S.) No time! A storm! Lightning! Hail! Ellie pops up in front of Carl. 6. YOUNG ELLIE What are you doing!?! Carl screams. He lets go of his balloon. It floats through a broken part of the ceiling and disappears. Ellie circles Carl accusingly. YOUNG ELLIE Don't you know this is an exclusive club? Only explorers get in here. Not just any kid off the street with a helmet and a pair of goggles. Do you think you got what it takes? Well, do you?!? Carl FUMPHERS. YOUNG ELLIE Alright, you're in. Welcome aboard. She offers her hand. Carl looks down, embarrassed. YOUNG ELLIE What's wrong? Can't you talk? Carl is frozen. Ellie softens. YOUNG ELLIE Hey, I don't bite. She takes off her helmet. Her hair frizzes out in all directions. She removes a homemade GRAPE SODA CAP pin from her shirt and pins it on Carl. YOUNG ELLIE You and me, we're in a club now. Carl smiles. YOUNG ELLIE I saw where your balloon went. Come on, let's go get it! Carl watches her stride out of the room. She pops back in. YOUNG ELLIE My name's Ellie. She grabs his hand. Carl blushes as she pulls him out of the room. 7. INT. DILAPIDATED HOUSE, UPSTAIRS YOUNG ELLIE There it is. Carl and Ellie look across the attic at the balloon. Between them the floor has collapsed, save one rickety beam. Carl GULPS. YOUNG ELLIE Well, go ahead. She pushes him out onto the beam. YOUNG ELLIE Go on. Carl steels his courage. He puts on his goggles, starts forward... and FALLS through the floor. CUT TO: EXT. SMALL TOWN NEIGHBORHOOD STREET - DAY Ambulance. SIREN blaring. EXT. CARL'S HOUSE - NIGHT One lone light on upstairs. INT. CARL'S ROOM Carl in bed, reading a book by flashlight, his arm in a CAST. Into the room floats Carl's lost BLUE BALLOON. Carl jumps and CALLS OUT in fright. YOUNG CARL (re: arm) Ow! A head pops up from outside the open window. YOUNG ELLIE Hey kid!! Carl SCREAMS, hitting himself in the face with the cast. YOUNG CARL Ow!! 8. Ellie climbs in the window. YOUNG ELLIE Thought you might need a little cheerin' up. I got somethin' to show ya! INT. CARL'S ROOM - MOMENTS LATER The two hunker under a blanket tent with a flashlight. Ellie whispers, as if to protect a National Secret. YOUNG ELLIE I am about to let you see something I have never shown to another human being. Ever. In my life. Carl's eyes widen in alarm. YOUNG ELLIE You'll have to swear you will not tell anyone. Carl nods. YOUNG ELLIE Cross your heart. Do it! Carl crosses. Ellie unveils... YOUNG ELLIE My Adventure Book! It's a reused photo album with the words "My Adventure Book" written across it. She opens it to a photo of Charles Muntz. YOUNG ELLIE You know him. Carl smiles excitedly. YOUNG ELLIE Charles Muntz, explorer. When I get big, I'm going where he's going: South America. She turns the page to a map. YOUNG ELLIE It's like America... but south. Wanna know where I'm gonna live? 9. She turns to an engraving of a large waterfall. A small hand- drawn picture of Ellie's clubhouse is glued to the top. YOUNG ELLIE (reading caption) "Paradise Falls, a land lost in time." I ripped this right out of a library book. Carl GASPS in horror. YOUNG ELLIE I'm gonna move my clubhouse there, and park it right next to the falls. Who knows what lives up there? And once I get there... She flips through her book, revealing a page marked, "STUFF I'M GOING TO DO." Past that, the pages are blank. YOUNG ELLIE Well, I'm saving these pages for all the adventures I'm gonna have. Only... I just don't know how I'm gonna get to Paradise Falls. Ellie closes the book, disappointed. Carl has a thought. He looks at his toy dirigible. YOUNG ELLIE That's it! You can take us there in a blimp! Swear you'll take us. Cross your heart! Cross it! Cross your heart. Carl does. YOUNG ELLIE Good. You promised. No backing out. Carl shakes his head "no." YOUNG ELLIE Well, see you tomorrow kid! Bye. Ellie hops up and jumps out the window. YOUNG ELLIE "Adventure is out there!!" She pops back in. 10. YOUNG ELLIE You know, you don't talk very much. I like you. Carl looks out the window after her in amazement. He rests his head on his balloon. YOUNG CARL Wow. The balloon pops. CUT TO: INT. CHURCH - DAY FLASH! A photo is taken of the wedding couple: Carl and Ellie, now 19. She jumps at him and gives him a big kiss. Ellie's side of the church erupts like wild frontiersmen. A gun shot is fired in the air. Carl's side, rigid puritans in black, clap politely. EXT. DILAPIDATED HOUSE - DAY Carl carries her past a "SOLD" sign. It's the same house where they met as kids. EXT. CARL AND ELLIE'S HOUSE - DAY Still in their wedding clothes: She saws as he hammers. INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - DAY They push two chairs into place side by side in the living room. EXT. CARL AND ELLIE'S HOUSE - DAY Ellie finishes painting "Carl & Ellie" on their MAILBOX. Carl leans in to admire her work but leaves a messy paint handprint on the mailbox! Oh well; Ellie adds her handprint as well. They smile. EXT. CARL AND ELLIE'S HOUSE - DAY Their house now matches Ellie's colorful CLUB HOUSE DRAWING from her childhood Adventure Book. 11. EXT. RURAL HILLSIDE - DAY They run up a hillside together. They lie side by side on a picnic blanket. She describes the clouds. He watches as a cloud transforms into a turtle. Carl closes his eyes and smiles. He's lucky to be with her. EXT. ZOO - DAY Ellie emerges from the South America House, dressed in her Zookeeper's uniform. Carl shows off his new BALLOON CART and uniform. Behind him the balloons lift his cart off the ground. Carl jumps to catch it. She giggles. INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - DAY Carl and Ellie sit side by side in their chairs, reading. Without looking up from their books, they hold hands. EXT. RURAL HILLSIDE - DAY Again at their picnic spot, they watch clouds. Ellie sees an elephant with wings. Carl gives it a try and points out a BABY. Ellie lights up, excited. She sees ALL the clouds as babies! Carl is stunned... but smiles. INT. CARL AND ELLIE'S HOUSE, BABY ROOM - DAY Ellie finishes painting a wall mural of a stork carrying a bundle in its beak. Carl hangs a mobile above the crib. INT. DOCTOR'S OFFICE - AFTERNOON Carl touches Ellie's shoulder as the doctor explains. Ellie drops her head in her hands. EXT. CARL AND ELLIE'S HOUSE, LIVING ROOM - AFTERNOON Carl looks out the window. Ellie sits alone under a tree, the wind in her hair. 12. EXT. CARL AND ELLIE'S HOUSE, YARD - AFTERNOON Carl joins Ellie. He hands her the Adventure Book. She smiles. INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - AFTERNOON Ellie paints a MURAL of their house atop Paradise Falls over the mantle. Carl organizes a compass, map, binoculars, and native bird figurine beneath the painting. It's their shrine to Adventure. INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - AFTERNOON Carl sets A JAR on a table, "PARADISE FALLS" written on it. Ellie drops in a few coins. She looks at Carl and crosses her heart. Carl crosses his. A SERIES OF SHOTS The jar slowly fills as Carl and Ellie toss in spare change. Their car blows a tire. The two stand by the jar, reluctant. Carl BREAKS the jar. New tire. Carl in the hospital with a broken leg. Breaking jar. A storm rages. A tree falls, crushing the roof. Breaking jar. INT. CARL AND ELLIE'S HOUSE, FRONT HALL - MORNING Carl struggles to tie his tie. Ellie helps. They walk out the front door arm in arm. INT. CARL AND ELLIE'S HOUSE, FRONT HALL - 3 YEARS LATER Ellie struggles to tie Carl's tie as they rush out the door. A SERIES OF SHOTS as Ellie straightens Carl's ties. Stylish 1950's ties. Wide 60's ties. Paisley 70's ties. 13. INT. CARL AND ELLIE'S HOUSE, FRONT HALL - 30 YEARS LATER Older Carl and Ellie smile at themselves in the hall mirror. EXT. ZOO - DAY Carl in his 60's. They still work happily side by side at the zoo. Carl's cart lifts off the ground. He casually leans an elbow on it. INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - NIGHT Carl and Ellie dance in the evening candlelight. The PARADISE FALLS JAR sits off to the side, now dusty and forgotten. INT. CARL AND ELLIE'S HOUSE, LIVING ROOM WINDOW - AFTERNOON Carl cleans the inside of the window. Ellie cleans the outside. INT. CARL'S HOUSE, LIVING ROOM - AFTERNOON Carl vacuums the Adventure Shrine on the mantle. Carl smiles at a photo of Ellie as a child, wearing her flight helmet and goggles. He looks up at the mural of their house at Paradise Falls. His smile fades. Behind him, Ellie sweeps the floor. Their dream has gone unfulfilled. Carl has an idea. EXT. TRAVEL AGENCY - DAY Carl buys two tickets to South America. EXT. RURAL HILLSIDE - AFTERNOON Carl hurries excitedly up picnic hill. He hides the airline tickets in his basket. Behind him, Ellie falters and falls. She tries to get up but falls again. Something is wrong. He runs to her. 14. INT. HOSPITAL ROOM - DAY Ellie lies in a hospital bed. She looks through her ADVENTURE BOOK. A BLUE BALLOON floats in to the room. Carl stands at the door. He smiles and walks to her bedside. Ellie pushes her Adventure Book toward him. She weakly pats his cheek and adjusts his tie. He kisses her on the forehead. INT. CHURCH - AFTERNOON Carl sits alone, next to a huge bouquet of balloons. EXT. CARL AND ELLIE'S HOUSE - DUSK Carl walks into the house, holding a single blue balloon. FADE TO BLACK. INT. CARL'S BEDROOM - MORNING - SEVERAL YEARS LATER An ALARM CLOCK BUZZES. An aged hand shuts it off and picks up the nearby glasses. CARL sits alone in his double bed. He rubs his face. GRUNTS. He gets out of bed, STRETCHING, GRUNTING and CRACKING BONES. He grabs his cane, with four tennis balls stuck to the bottom spokes. INT. CARL'S STAIRCASE - LATER Now dressed, Carl rides his ELDERLY ASSISTANCE CHAIR down the staircase. This takes a LONG, LONG time. Three quarters of the way down, the chair stops. He bangs the armrest and the chair restarts. INT. CARL'S KITCHEN - LATER Carl eats breakfast by himself. 15. INT. CARL'S LIVING ROOM WINDOW - LATER Carl cleans the window with a cloth. His lonely reflection stares back at him. INT. CARL'S LIVING ROOM - LATER Carl dusts the mantle and Shrine to Adventure. INT. CARL'S HOUSE, FRONT HALL - LATER Carl looks in the hall mirror. He puts on his hat and considers his reflection. He straightens his GRAPE SODA PIN. EXT. CARL'S HOUSE, PORCH - CONTINUOUS Many LOCKS are heard unlocking from inside. The door opens, but bangs against the safety chain. Carl GRUMBLES in frustration. Carl opens the door, walks out onto his porch, pulls the door shut, and looks as if he's about to go somewhere. He sits in his porch chair. EXT. CARL'S NEIGHBORHOOD - CONTINUOUS Carl's house is the lone surviving square on the block not under construction. Machinery and workers circle busily. High rise buildings are being erected all around. EXT. CARL'S HOUSE, PORCH - MORNING Carl looks at the activity around him. CARL Quite a sight, huh Ellie? (noticing mailbox) Uhp, mail's here. Carl walks to the mailbox. He touches Ellie's faded HANDPRINT and smiles. He looks through the mail. He sees a SHADY OAKS RETIREMENT VILLAGE pamphlet full of images of happy old people. Carl scoffs. 16. CARL Shady Oaks Retirement. Oh brother. Carl notices DUST on his mailbox. CARL Hm. He pulls up a LEAF BLOWER. He revs it and blasts off the dust. TOM, the CONSTRUCTION FOREMAN, notices. CONSTRUCTION FOREMAN TOM Hey! `Morning, Mr. Fredricksen! Need any help there? CARL No. Yes. Tell your boss over there that you boys are ruining our house. He points across the lot to a business man in a suit talking on a cell phone - the REAL ESTATE DEVELOPER. CONSTRUCTION FOREMAN TOM Well just to let you know, my boss would be happy to take this old place off your hands, and for double his last offer. Whaddya say to that? The leaf blower blasts off his hat. CONSTRUCTION FOREMAN TOM Uh, I take that as a no, then. CARL I believe I made my position to your boss quite clear. CONSTRUCTION FOREMAN TOM You poured prune juice in his gas tank. CARL Oh yeah, that was good. Here, let me talk to him. Tom hands Carl his MEGAPHONE. CARL (in megaphone) You in the suit. Yes, you. Take a bath, hippy! Tom grabs the megaphone. 17. CONSTRUCTION FOREMAN TOM (to Boss, re Carl) I am not with him! (to Carl) This is serious. He's out to get your house! Carl walks to his front door. CARL Tell your boss he can have our house. CONSTRUCTION FOREMAN TOM Really? CARL When I'm dead! Carl SLAMS the door. CONSTRUCTION FOREMAN TOM I'll take that as a maybe! INT. CARL'S LIVING ROOM - DAY - LATER Carl sits in his chair watching TV. A KNOCK at the door. EXT. CARL'S HOUSE, PORCH - DAY The door opens. A Wilderness Explorer stands, reading from a Wilderness Explorer Manual. He is in uniform, complete with sash, neckerchief, hat, and an enormous backpack stuffed with every piece of equipment there is. This is RUSSELL, age 8. Russell, nose buried in his MANUAL, reads to Carl. RUSSELL "Good afternoon. My name is Russell. And I am a Wilderness Explorer in Tribe 54, Sweatlodge 12. Are you in need of any assistance today, sir?" As he finishes the script, Russell smiles up at Carl. CARL No. 18. RUSSELL I could help you cross the street. CARL No. RUSSELL I could help you cross your yard. CARL No. RUSSELL I could help you cross your... porch? CARL No. RUSSELL Well, I gotta help you cross something. CARL Uh, no. I'm doing fine. Carl closes the door in Russell's face. INT. CARL'S HOUSE, FRONT HALL - CONTINUOUS Carl listens through the door. Is the kid gone? He opens it. RUSSELL "Good afternoon. My name is Russell." CARL Uh... kid... RUSSELL "And I am a Wilderness Explorer in Tribe 54, Sweatlodge 12." CARL Kid. KID!! Russell stops... but goes back to reading. RUSSELL "Are you in need of any assistance today Sir?" CARL Thank you, but I don't need any help! 19. Carl swings the door shut, but a small camping boot stops it. RUSSELL Ow. Carl opens the door. Russell stands at attention. CARL (RESIGNED) Proceed. RUSSELL "Good afternoon. My-" CARL But skip to the end! Russell points to his SASH. It is covered with badges except for one glaringly empty space. RUSSELL See these? These are my Wilderness Explorer badges. You may notice one is missing. It's my Assisting the Elderly badge. If I get it I will become a Senior Wilderness Explorer! Russell makes the Explorer Sign: his thumbs form a "W", his fingers the "wings" of a bird, then the "claws" of a bear. RUSSELL "The wilderness must be explored! CAW-CAW! RAAAR!" This sets Carl's hearing aid off. Carl GRUMBLES in pain. RUSSELL It's gonna be great! There's a big ceremony, and all the dads come, and they pin on our badges... CARL So you want to assist an old person? RUSSELL Yep! Then I will be a Senior Wilderness Explorer! Carl leans in close to Russell. 20. CARL (CONSPIRATORIALLY) You ever heard of a snipe? RUSSELL Snipe? CARL Bird. Beady eyes. Every night it sneaks in my yard and gobbles my poor azaleas. I'm elderly and infirm. I can't catch it. If only someone could help me... RUSSELL Me! Me! I'll do it! CARL Oh, I don't know, it's awfully crafty. You'd have to clap your hands three times to lure it in. RUSSELL I'll find it, Mr. Fredricksen! CARL I think its burrow is two blocks down. If you go past -- RUSSELL Two blocks down! Got it! Russell runs down the block clapping and calling. RUSSELL Sniiiipe! Here Snipey Snipey... CARL (calls after Russell) Bring it back here when you find it! Carl rolls his eyes and begins to close his door. He stops short. A large truck is backing up, getting dangerously close to ELLIE'S MAILBOX. CONSTRUCTION WORKER STEVE Okay, keep her coming... And... stop. Stop! STOP!! The truck hits Ellie's mailbox, crushing the front. 21. Carl is shocked. He runs to the box. CARL What? Hey! Hey you! What do you think you're doing? CONSTRUCTION WORKER STEVE I am so sorry, sir... The worker bangs on the mailbox, trying to fix it. CARL Don't touch that! CONSTRUCTION WORKER STEVE No no, let me take care of that for you. Carl grabs the mailbox, trying to wrestle it from the worker. CARL (STRUGGLING) Get away from our mailbox! CONSTRUCTION WORKER STEVE Hey sir, I... CARL I don't want you to touch it! Carl HITS the worker with his cane. He falls to the sidewalk. The worker rubs his head. Blood. Carl backs up toward his door, cradling his mailbox. What has he done? Passerbys stare. Workers gather, as does the REAL ESTATE DEVELOPER. Carl backs into his house. INT. CARL'S LIVING ROOM Carl shuts his door. He closes the curtains. He peeks out the window. The injured worker is helped to his feet. A police car pulls up. The Real Estate Developer looks toward Carl's house. His hand rests on Carl's fence. 22. INT. COURTHOUSE HALLWAY - DAY Carl sits alone on a bench holding a Court Summons. INT. COURTROOM - DAY A GUARD opens the door. Carl enters. The REAL ESTATE DEVELOPER watches him enter. EXT. CARL'S HOUSE - LATE EVENING A Police Officer drops Carl at his front gate. OFFICER EDITH Sorry Mr. Fredricksen. You don't seem like a public menace to me. Take this. She hands him a pamphlet for SHADY OAKS RETIREMENT VILLAGE. OFFICER EDITH The guys from Shady Oaks will be by to pick you up in the morning, okay? The officer drives off, leaving Carl alone. Carl faces the house. He touches Ellie's dented mailbox. CARL What do I do now, Ellie? INT. CARL'S HOUSE, HALLWAY - NIGHT All is quiet but the slow ticking of the clock. The empty hall. The front hall mirror. The kitchen. INT. CARL'S HOUSE, CLOSET Carl pulls out a suitcase. A book tips over. Ellie's Adventure Book. INT. CARL'S HOUSE, LIVING ROOM Carl sits in his chair slowly paging through the book. 23. He turns to the page marked "STUFF I'M GOING TO DO." He closes the book and sighs. Carl looks at the Adventure Shrine, and the PAINTING of their house by Paradise Falls. He holds the Shady Oaks pamphlet. Carl's brows furrow. He looks up at the shrine, and crosses his heart. EXT. CARL'S HOUSE - NIGHT Lights are on inside the house. MATCH DISSOLVE TO: EXT. CARL'S HOUSE - MORNING A SHADY OAKS RETIREMENT VILLAGE van pulls up. Nurses GEORGE and A.J. walk to Carl's door and KNOCK. Carl answers, holding a suitcase. CARL Morning gentlemen. NURSE GEORGE Good morning, Mr. Fredricksen. You ready to go? CARL Ready as I'll ever be. Would you do me a favor and take this? Carl hands over his suitcase. CARL I'll meet you at the van in just a minute. I... want to say one last goodbye to the old place. NURSE GEORGE Sure. Take all the time you need, sir. Carl closes the door. Rather sharply. The nurses head back to the van. 24. NURSE A.J. Typical. He's probably going to the bathroom for the eightieth time. Empty helium tanks are strewn on the front lawn. NURSE GEORGE You'd think he'd take better care of his house. A SHADOW falls over the nurses. They turn to look. A giant tarp rises behind Carl's house. It unfolds to reveal THOUSANDS OF BALLOONS. The balloons rise up like some massive multi-colored cumulus cloud forming a thunderhead above the house. Strings tug at the chimney. The house strains. Pipes bend, then break. Electrical wires spark and snap. The house rips away from its foundation. The nurses duck and YELL as the house soars over them. Carl looks out the window and LAUGHS. CARL So long boys! I'll send you a postcard from Paradise Falls! INT. APARTMENT - CONTINUOUS Balloons spill colored light into a little girl's room as the house floats past. EXT. TOWN The shadow of the house drifts through an intersection. EXT. SHOP WINDOW A family watches the house float down the street. EXT. ABOVE THE TOWN Carl waves at a high-rise window washer, who tentatively waves back. The house crests the top of a building, drifting over and away from the city. Carl looks out his window. Good riddance. 25. INT. CARL'S HOUSE, LIVING ROOM Carl sets a compass next to the map of South America. EXT. CARL'S HOUSE, BEDROOM WINDOW Sails made from stitched-together curtains emerge from the windows and billow in the wind. Carl steers using ropes attached to the weather vane. INT. CARL'S HOUSE, LIVING ROOM The compass needle rotates to point SOUTH. EXT. CARL'S HOUSE The house turns. Carl looks out the window, satisfied. He checks the balloons. INT. CARL'S HOUSE, LIVING ROOM Carl kisses a photo of Ellie. CARL We're on our way, Ellie. Carl kneels at the fireplace and plunks the balloon strings tied to the grate. He CHUCKLES and settles into his chair. He closes his eyes and smiles. SHADOWS move gently across the fireplace mantle. EXT. CARL'S HOUSE, FLOATING The house drifts through the clouds. INT. CARL'S HOUSE, LIVING ROOM Carl relaxes in his chair. KNOCK KNOCK KNOCK. CARL Huh? 26. He stares at the front door. Nothing. CARL Hm. KNOCK KNOCK KNOCK. He bolts up and approaches the door. He looks out the peep hole. Nothing but the porch and clouds. He throws it open. EXT. CARL'S HOUSE, PORCH - DAY - CONTINUOUS Nothing. He looks left. Nothing. He looks right. Russell. He looks... Russell?!! RUSSELL Hi, Mr. Fredricksen. It's me, Russell. CARL What are you doing out here, kid? Russell is plastered up against the wall, terrified and holding on for dear life. RUSSELL I found the snipe and I followed it under your porch, but this snipe had a long tail and looked more like a large mouse. The flag on Russell's backpack blows off and falls through the clouds. RUSSELL Please let me in? CARL No. Carl slams the door, leaving Russell alone. Beat. The door opens again. CARL Oh, alright, you can come... Russell runs into the house past Carl. CARL ...in. 27. INT. CARL'S HOUSE, HALLWAY - CONTINUOUS Russell PANTS, panicked. He looks into living room. RUSSELL Huh. I've never been in a floating house before. Carl follows Russell into the living room. Russell chuckles and points at the photo of young Ellie. RUSSELL Goggles. Look at this stuff! Russell finds Ellie's house drawing sitting on the pages of the open atlas. RUSSELL Wow, you going on a trip? (reads from the engraving) "Paradise Falls: A Land Lost in Time." You going to South America, Mr. Fredricksen? Carl takes the page and puts it in his pocket. CARL Don't touch that. You'll soil it. RUSSELL You know, most people take a plane, but you're smart because you'll have all your TV and clocks and stuff. Russell runs over to the steering rig. RUSSELL Whoah. Is this how you steer your house? Does it really work? CARL Kid, would you stop with the -- Russell steers and the house tilts, knocking Carl back and forth. RUSSELL Oh, this makes it go right, and that way's left. CARL Let go of the -- knock it off! Russell looks out the window in front of him. 28. RUSSELL Hey look, buildings! EXT. CARL'S HOUSE, WINDOW - CONTINUOUS Russell and Carl arrive at the window. RUSSELL That building's so close I could almost touch it. That gives Carl an idea. CUT TO: Carl lowers Russell on a rope below the floating house. RUSSELL Wow! This is great! You should try this, Mr. Fredricksen! Look, there's a bus that could take me home two blocks away! (looking up) Hey, I can see your house from here! CARL (struggling to hold on) Don't jerk around so much, kid! The rope slips through Carl's hands. Russell FALLS. CUT TO: Carl stands beside Russell at the window. Russell's fall had been a daydream. CARL Well, that's not gonna work. Carl leaves Russell at the window. RUSSELL I know that cloud, it's a Cumulo Nimbus. Did you know that the Cumulo Nimbus... INT. CARL'S HOUSE, LIVING ROOM - DAY - CONTINUOUS GRUMBLING, Carl kneels at the fireplace to cut a few balloon strings with his housekeys. 29. CARL Stayed up all night blowing up balloons, for what? RUSSELL ...warm air goes by cool air, and the airs go by each other and that's how we get lightning. CARL That's nice, kid. Carl turns off his hearing aid. Silence. He smiles. Russell tries to get Carl's attention. A storm is brewing in the distance. RUSSELL (nearly silent) Mr. Fredricksen, there's a big storm coming. It's starting to get scary. We're gonna get blown to bits! We're in big trouble, Mr. Fredricksen! A huge lightning bolt flash lights up the room. Carl turns on his hearing aid. CARL What are you doing over there? RUSSELL Look! EXT. CARL'S HOUSE, WINDOW - CONTINUOUS Carl joins Russell at the window. RUSSELL See? Cumulo Nimbus. INT. CARL'S HOUSE, LIVING ROOM - CONTINUOUS The tiny house is heading for a MASSIVE STORM. Carl STRUGGLES to steer the house away but is blown into the storm. The steering mechanism recoils and sends Carl flying. Plates fall from the walls and furniture slides as the house is rocked in the storm. Russell's backpack slides toward the front door. 30. RUSSELL My pack! Russell HOPS on top of the backpack. RUSSELL Got ya! The pack slides toward the OPEN FRONT DOOR. Russell screams. He's about to slide out when the house tilts and the door swings shut. The Paradise Falls jar rolls past Carl. He chases after it. Ellie's chair slides across the room. Carl gasps and runs to protect it. The photo of Ellie rocks and slides off the wall. Carl lunges to catch it. EXT. CARL'S HOUSE, FLOATING The storm rages. The house is tossed into the storm clouds. All goes black. INT. CARL'S HOUSE, LIVING ROOM - MORNING Carl is asleep. A finger pokes Carl's face. Nothing. The finger pokes Carl's face again. Carl WAKES UP. RUSSELL Whew! I thought you were dead. CARL Wha... what happened? Carl STRUGGLES to rise from the pile of Ellie's things he'd been protecting. RUSSELL I steered us. I did! I steered the house! CARL Steered us? 31. RUSSELL After you tied your stuff down you took a nap, so I went ahead and steered us down here. EXT. CARL'S HOUSE, WINDOW Carl opens the window and looks out. CARL Huh? EXT. CARL'S HOUSE, FLOATING The house floats motionless above an ocean of clouds. EXT. CARL'S HOUSE, WINDOW CARL Can't tell where we are. INT. CARL'S HOUSE, LIVING ROOM RUSSELL Oh we're in South America all right. It was a cinch, with my Wilderness Explorer GPS. Russell holds up his WILDERNESS EXPLORER GPS UNIT. CARL GP-what? RUSSELL My dad gave it to me. It shows exactly where we are on the planet. With this baby, we'll never be lost! Russell gestures, tossing the unit out the window. EXT. CARL'S HOUSE, FLOATING Carl and Russell watch the tiny GPS unit descend into the clouds. RUSSELL Oops. 32. INT. CARL'S HOUSE, LIVING ROOM Carl kneels by the fireplace and cuts at the balloon strings. CARL We'll get you down, find a bus stop. You just tell the man you want to go back to your mother. RUSSELL Sure, but I don't think they have busses in Paradise Falls. EXT. CARL'S HOUSE, FLOATING A small cluster of balloons fly up and away from the house. INT. CARL'S HOUSE, LIVING ROOM CARL There. That ought to do it. Here, I'll give you some change for bus fare. Russell follows Carl toward the front door. RUSSELL Nah, I'll just use my city bus pass. EXT. CARL'S HOUSE, FLOATING The house lowers into the fog. RUSSELL (O.S.) Whoah, that's gonna be like a billion transfers to get back to my house. EXT. CARL'S HOUSE, PORCH Carl and Russell stand on the porch as the house moves down into and through the thick, dark clouds. RUSSELL Mr. Fredricksen, how much longer? CARL Well, we're up pretty high. Could take hours to get down. Something flashes by them in the fog. Carl leans forward. 33. CARL (MUMBLING) ...that thing was...building or something. Another dark object whooshes past them. Carl ducks. RUSSELL What was that, Mr. Fredricksen? CARL We can't be close to the ground yet. A brief view of rocks directly below them. Carl GASPS. EXT. MOUNTAIN, ROCKY LANDSCAPE BAM!!! The house CRASHES into the ground. Russell and Carl fly off the porch and onto the ground. They land hard. Carl's house is floating away! Carl runs after the GARDEN HOSE dragging across the ground. CARL Wait, wait! No don't, don't, don't! Carl grabs the hose and is PULLED UP in the air. CARL Whoah! Hey, hey! Russell JUMPS onto Carl's leg and the extra weight pulls them to the ground. CARL Russell, hang on! Carl and Russell slide toward the edge of a CLIFF EDGE. RUSSELL Whoah! They slide toward the edge... and stop. The drop is thousands of feet. Carl is TERRIFIED. CARL Walk back! Walk back! 34. RUSSELL Okay! Russell PULLS Carl by the leg away from the cliff edge. Carl, still hanging from the hose, looks around. Fog blankets the mysterious landscape, revealing only scattered rocks. CARL (out of breath) Where... where are we? RUSSELL This doesn't look like the city or the jungle, Mr. Fredricksen. The wind picks up and they STRUGGLE against it. CARL (to house) Don't worry, Ellie. I got it. The wind clears the fog, slowly revealing a crescent shaped, flat-topped mountain on which they stand. Across it, some ten miles away, is PARADISE FALLS. Carl stares. He can't believe it. CARL There it is. Ellie, it's so beautiful. The landscape is stunning. Carl shows Russell the engraving with the Ellie drawing of the house atop the falls. CARL We made it. We made it! Russell, we could float right over there. Climb up. Climb up! RUSSELL You mean assist you? CARL Yeah, yeah. Whatever. RUSSELL Okay, I'll climb up! Russell CLIMBS Carl, stepping on his leg, arms, and face. 35. CARL Watch it. RUSSELL Sorry. The hose jiggles as Russell CLIMBS out of frame. CARL Now, when you get up there, go ahead and hoist me up! Got it?! Russell continues to grunt and strain off screen. CARL You on the porch yet?! Russell is just inches above Carl, still STRUGGLING to climb. He slides down onto Carl's head, exhausted. CARL What? That's it?! I came all this way just to get stuck at the wrong end of this rock pile? Aw, great! Carl paces. RUSSELL Hey, if I could assist you over there, would you sign off on my badge? CARL What are you talking about? RUSSELL We could walk your house to the falls! CARL Walk it? RUSSELL Yeah, after all, we weigh it down. We could walk it right over there. Like a parade balloon. Carl considers this. 36. EXT. MOUNTAIN, ROCKY LANDSCAPE, DAY - LATER The house floats against the sky. The hose descends from the house and "Y"s to tie to both Carl and Russell. They wear the hose like a harness, pulling the house as they walk. CARL Now, we're gonna walk to the falls quickly and quietly, with no rap music or flash-dancing. Russell inspects his surroundings. RUSSELL (DISTRACTED) Uh-huh. CARL We have three days, at best, before the helium leaks out of those balloons. And if we're not at the falls when that happens... RUSSELL Sand! CARL ...we're not getting to the falls! RUSSELL I found sand! Carl ROLLS HIS EYES. He looks up at the house. CARL Don't you worry, Ellie. We'll get our house over there. Russell looks up at the house. Who's Carl talking to? RUSSELL Huh. (shrugs it off) This is fun already, isn't it? By the time we get there, you're gonna feel so assisted... Oh, Mr. Fredricksen, if we happen to get separated, use the Wilderness Explorer call. Caw caw, raaar!! The WILDERNESS EXPLORER CALL sets off Carl's hearing aid. 37. RUSSELL Wait. Why are we going to Paradise Falls again? CARL Hey, let's play a game. It's called: "See who can be quiet the longest." RUSSELL Cool! My mom loves that game! They head toward Paradise Falls, some 10 miles away. DISSOLVE TO: EXT. MOUNTAIN, JUNGLE CLEARING - DAY Mist hangs ominously over a rocky landscape. Something tall blasts through a maze of rocks. Two dark shapes are chasing the prey. Each has a light. Hunters. EXT. MOUNTAIN, GROVE OF TREES - CONTINUOUS The prey dodges various TRAPS, one after another. A metal cage slams shut, a hidden net, darts on a trip wire. The prey runs into a clearing surrounded by rocks: a dead end. EXT. MOUNTAIN, CLEARING - CONTINUOUS The hunters surround the prey, stepping out into the light: a sinister Doberman Pinscher, a Rottweiler, and a bulldog, each wearing large, HIGH-TECH COLLARS. They surround the prey. Escape looks impossible. WOOSH! The bird moves impossibly fast, jumping over the three dogs and escaping in a flash. The dogs head off in pursuit. A HIGH PITCHED SQUEAL stops the dogs short, their ears wincing in pain. They whimper and run off. 38. EXT. MOUNTAIN, THICK JUNGLE - DAY - CONTINUOUS Carl steps out from behind a shrub. The SQUEALING is in fact his HEARING AID. CARL Darn thing. (calling back) C'mon, Russell, would you hurry it up? Russell plods forward, dragging his feet. RUSSELL I'm tiiiired. And my knee hurts. CARL Which knee? RUSSELL My elbow hurts and I have to go to the bathroom. CARL I asked you about that five minutes ago! RUSSELL Well, I didn't have to go then! Russell goes limp and lies face down in the dirt. RUSSELL I don't want to walk anymore. Can we stop? CARL Russell! If you don't hurry up, the tigers will eat you. RUSSELL There's no tigers in South America. Russell rolls over to show Carl a badge. RUSSELL Zoology. CARL Oh, for the love of Pete. Go on into the bushes and do your business. RUSSELL Okay! Here, hold my stuff. 39. Somehow energized, Russell jams his pack into Carl's hands, secures his rope to a tree and tromps off into the shrubs. He goes into the woods carrying a small shovel in one hand and a pile of leaves in another. RUSSELL I've always wanted to try this! Carl waits, standing by the tree his house is tied to. RUSSELL (O.S.) Mr. Fredricksen? Am I supposed to dig the hole before or after? CARL Eugh! None of my concern! Beat. RUSSELL (O.S.) Oh. It's before! Carl covers his ears. EXT. MOUNTAIN, THICK JUNGLE - CONTINUOUS Russell pats down a mound and SIGHS in satisfaction. He is about to return to Carl when he spots some TRACKS. RUSSELL Huh? Tracks?! (REALIZING) Snipe! Russell follows the tracks into the dark jungle, clapping. RUSSELL Here, snipe... Come on out, snipe. Snipe! The footprints continue for a time, then stop. RUSSELL Huh. Russell munches on a chocolate bar. Something RUSTLES in the bushes behind him. He turns to look. Behind him, A BEAK takes a nibble of the chocolate and zips out. 40. Russell turns. Nothing there. Another nibble! Zip! RUSSELL Ha! Gotcha! Russell peers into the shrub. RUSSELL Don't be afraid, little snipe. I am a Wilderness Explorer so I am a friend to all of nature. Want some more? Russell holds out the chocolate. The beak pokes out and nibbles. RUSSELL Hi boy. Don't eat it all. Come on out. The beak zips back into the bushes. RUSSELL Come on. Don't be afraid little snipe. Nice snipe. Good little snipe. Nice... A massive shadowy creature rises up over Russell. RUSSELL ...giant snipe! EXT. MOUNTAIN, THICK JUNGLE CLEARING Carl checks the knot on his hose harness. Russell and the massive creature step up behind him. RUSSELL I found the snipe! CARL (humoring him) Oh, did you? RUSSELL Are they tall? CARL Oh yes, they're very tall. 41. RUSSELL Do they have a lot of colors? CARL They do indeed. RUSSELL Do they like chocolate? CARL Oh ye- Chocolate? Carl turns to look. Next to Russell stands a 13 foot tall, multicolored BIRD. Carl SCREAMS. CARL What is that thing?! RUSSELL It's a snipe! CARL There's no such thing as a snipe! RUSSELL But you said snipes eat-- Carl grabs Russell, pulling him away from the bird. The bird HISSES at Carl and grabs Russell back. It cradles Russell like a baby. RUSSELL Whoah! Russell GIGGLES. Carl pokes at the bird with his cane, trying to scare it off. CARL Go on, get out of here. Go on! Shoo! The bird HISSES. It takes Russell up into a tree, swinging him around playfully. It looks scary and fun. RUSSELL (LAUGHING) Whoah! Whoah! 42. CARL Careful, Russell! RUSSELL (LAUGHING) Hey, look Mr. Fredricksen, it likes me! CARL Russell! The bird grooms Russell. RUSSELL (LAUGHING) No stop, that tickles! Carl pokes the bird with his cane. CARL Get out of here. Go on, git! The bird sets Russell down. It stalks Carl, HISSING and ruffling its feathers. CARL Aaaah! RUSSELL Uh-oh! No no no no no Kevin, it's okay. Mr. Fredricksen is nice! Russell pats Carl on the head. CARL "Kevin"? RUSSELL Yeah, that's his name I just gave him. The bird pats Carl on the head with its beak. CARL Hey. Beat it! Vamoose! Scram! Carl waves his cane. The bird eats it. CARL Hey! That's mine! The bird chokes and the cane comes back up. 43. CARL Aaah! Shoo, shoo! Get out of here. Carl shoos the bird away. The bird mimics him. CARL Go on, beat it. GRUMBLING, Carl gives up and throws his hands in the air. The bird mimics this as well. RUSSELL Can we keep him? Please?? I'll get the food for him, I'll walk him, I'll change his newspapers... CARL No. RUSSELL (RECITING) "An Explorer is a friend to all, be it plants or fish or tiny mole." CARL That doesn't even rhyme. RUSSELL Yeah it does. Russell points up to the roof of Carl's house. RUSSELL Hey, look! Kevin! CARL What? Get down! You're not allowed up there! The bird is on Carl's roof. It swallows a balloon. It POPS. The bird coughs up the deflated balloon. Russell GIGGLES. CARL You come down here right now! The bird jumps down and hides behind Russell. CARL Sheesh! Can you believe this, Ellie? RUSSELL Ellie? (gets idea) (MORE) 44. RUSSELL (cont'd) Uh, hey Ellie, could I keep the bird? Uh-huh. Uh-huh. (to Carl) She said for you to let me. CARL (to Ellie) But I told him no -- (catches himself) I told you no! N-O. The bird HISSES at Carl. EXT. MOUNTAIN, ROCKY LANDSCAPE - DAY Carl and Russell pull the house through the mist. Russell discreetly drops chocolate pieces along their trail. The bird follows, eating. CARL I see you back there! It "hides" behind a rock, still totally visible. CARL Go on, get out of here. Shoo! Go annoy someone else for a while. VOICE (O.S.) Hey, are you okay over there? The bird dashes away. CARL Uh, hello? Carl and Russell look around. In the midst, some 100 feet away, they see the FIGURE OF A MAN. CARL Oh! Hello sir! Thank goodness. Carl walks toward the man. CARL It's nice to know someone else is up here! VOICE I can smell you. 45. Carl stops. CARL What? You can smell us? VOICE I can smell you. As they get closer, they realize the man is in fact a ROCK. CARL Hey. Russell GIGGLES. RUSSELL You were talking to a rock. Russell points to another rock shape. RUSSELL Hey, that one looks like a turtle! Sure enough. RUSSELL Look at that one! That one looks like a dog! The "rock" walks forward. RUSSELL It is a dog! CARL What? RUSSELL Uh, we're not allowed to have dogs in my apartment. The dog nuzzles Russell, who nervously pets it. RUSSELL Hey, I like dogs! CARL (calls out) We have your dog! (to self) Wonder who he belongs to? RUSSELL Sit boy. 46. The dog sits. RUSSELL Hey look, he's trained! Shake! The dog raises his paw and Russell shakes it. RUSSELL Uh-huh. Speak. DUG Hi there. Carl and Russell freeze. CARL Did that dog just say "Hi there?" DUG Oh yes. Carl JUMPS back. DUG My name is Dug. I have just met you and I love you. Dug jumps up on to Carl. CARL Uh..wha? Dug wears a high-tech collar. The dog's thoughts come out of it as words through a speaker. It can talk. Unfortunately, it talks non-stop. DUG My master made me this collar. He is a good and smart master and he made me this collar so that I may talk -- SQUIRREL!! Dug stares transfixed at a tree. False alarm. DUG My master is good and smart. CARL It's not possible. DUG Oh it is, because my master is smart. 47. RUSSELL Cool! What do these do, boy? He inspects the collar and twists a dial. DUG Hey would you- (CLICK) -cuerdo con tigo- (CLICK) I use that collar- (CLICK) -watashi wa hanashi ma- (CLICK) -to talk with, I would be happy if you stopped. CARL Russell, don't touch that. It could be radioactive or something. Dug sniffs the ground around Carl and Russell. DUG I am a great tracker. My pack sent me on a special mission all by myself. Have you seen a bird? I want to find one and I have been on the scent. I am a great tracker, did I mention that? BAM! The bird tackles Dug and HISSES. DUG Hey, that is the bird! I have never seen one up close but this is the bird. (to Carl) May I take your bird back to camp as my prisoner? CARL Yes! Take it! And on the way, learn how to bark like a real dog! DUG Oh I can bark! Dug BARKS. DUG And here's howling! Dug HOWLS. The bird HISSES at Dug. 48. RUSSELL Can we keep him? Please please please? CARL No. Russell falls to his knees, pleading. RUSSELL But it's a talking dog! CARL It's just a weird trick or something. Let's get to the falls. Carl grabs Russell. The bird follows, as does Dug. DUG Please be my prisoner. Oh please oh please be my prisoner. EXT. MOUNTAIN, THICK JUNGLE CLEARING - DAY Footprints. A dog's nose follows the tracks. This is GAMMA, a bulldog. GAMMA Oh, here it is. I picked up the bird's scent! A second dog: BETA, a Rottweiler. BETA Wait a minute, wait a minute! What is this? Chocolate. I smell chocolate. GAMMA I'm getting prunes and denture cream! Who are they? BETA Ah man, Master will not be pleased. We'd better tell him someone took the bird, right Alpha? ALPHA, a Doberman pinscher, sits with his back to them. ALPHA (high-pitched voice) No. Soon enough the bird will be ours yet again. 49. Alpha's voice is high and squeaky, as if he's breathed in helium. ALPHA (CONT'D) Find the scent, my compadres and you two shall have much rewardings from Master for the toil factor you wage. Beta and Gamma look at each other. BETA Hey Alpha, I think there's something wrong with your collar. You must have bumped it. GAMMA Yeah, your voice sounds funny! Beta and Gamma LAUGH. Alpha turns. They stop laughing. ALPHA Beta. Gamma. Mayhaps you desire to -- SQUIRREL! All three dogs look for the squirrel. False alarm. ALPHA (CONT'D) Mayhaps you desire to challenge the ranking that I have been assigned by my strength and cunning? BETA No no. But maybe Dug would. You might want to ask him. Beta and Gamma SNICKER derisively. GAMMA Yeah, I wonder if he's found the bird on his very special mission. ALPHA Do not mention Dug to me at this time. His fool's errand will keep him most occupied, most occupied indeed. Ha ha ha. Do you not agree with that which I am saying to you now? BETA Sure, but the second Master finds out you sent Dug out by himself, none of us will get a treat. 50. ALPHA You are wise, my trusted Lieutenant. Alpha powers up a video screen on Beta's collar. ALPHA (CONT'D) This is Alpha calling Dug. Come in, Dug. The screen shows ground moving past: the view from Dug's collar. DUG Hi Alpha. Hey, your voice sounds funny. ALPHA I know, I know! Have you seen the bird? DUG Why yes, the bird is my prisoner now. GAMMA Yeah, right. The screen view adjusts to see the bird. It hisses. ALPHA Impossible! Where are you?! DUG I am here with the bird and I will bring it back and then you will like me. Oh, gotta go. On the collar screen, the dogs get a fleeting glimpse of a boy's face. It's Russell. RUSSELL (on video screen) Hey Dug! Who you talking to? The video screen goes blank. The dogs BARK excitedly. BETA What's Dug doing? GAMMA Why's he with that small mailman? 51. BETA Where are they? Alpha pushes a button on Beta's collar. A TRACKING DEVICE locates Dug. ALPHA There he is. Come on! The dogs sprint off into the jungle. EXT. MOUNTAIN, JUNGLE - DAY The bird drags Dug, still clamped onto it's leg. DUG Oh please oh please oh PLEASE be my prisoner! RUSSELL Dug, stop bothering Kevin! DUG That man there says I can take the bird and I love that man there like he is my master. The bird HISSES. CARL I am not your master! The bird tries to shake Dug off its leg. Dug jumps up on it. DUG I am warning you, once again, bird! RUSSELL Hey! Quit it! DUG I am jumping on you now, bird. Russell tries to separate them, which pulls on Carl's tether. CARL Russell! At this rate we'll never get to the falls! Carl pulls on the tether, knocking Russell over. Carl falls, pulling the house into a tall rock. SMASH! Carl GASPS. He turns his anger to the group. 52. CARL I am nobody's master, got it? (points to bird) I don't want you here, (points to Dug) ...and I don't want you here. (points to Russell) I'm stuck with you. And if you two don't clear out of here by the time I count to three- Dug sees the tennis balls on Carl's cane. DUG A ball! Oh boy oh boy! A ball! CARL Ball? Carl pops off one of the tennis balls. CARL You want it boy? Huh? Huh? Yeah? DUG Oh oh oh! Yes, I do. I do ever so want the ball! CARL Go get it!! Carl throws the ball far away. Dug chases after it. DUG Oh boy, oh boy! I will get it and then bring it back! CARL (WHISPERS) Quick Russell, give me some chocolate. RUSSELL Why? CARL Just give it to me! Carl grabs some chocolate and waves it at the bird. CARL Bird. Bird! Carl THROWS the chocolate. The bird runs after it. 53. Carl grabs Russell and runs. CARL C'mon Russell! RUSSELL Wait. Wait, Mr. Fredricksen. EXT. MOUNTAIN HILLSIDE Carl pulls them down a slope. He slips. EXT. MOUNTAIN TREETOPS Above the tree line, the house SMASHES into a tree. CARL Daah! EXT. MOUNTAIN STREAM Carl and Russell crossing the river balance on rocks. Carl slips and his foot goes into the water. CARL Aaahh... EXT. MOUNTAIN JUNGLE RUSSELL What are we doing? Carl pushes through thick jungle leaves. BUGS buzz around him. EXT. MOUNTAIN STEEP HILLSIDE Carl climbs up the hill. He FALLS over a dead branch. RUSSELL Hey, uh, we're pretty far now. Kevin's gonna miss me. EXT. MOUNTAIN, JUNGLE CLEARING - CONTINUOUS They climb over a ridge. Dug and the bird are nowhere in sight. Carl sits down on a rock, BREATHING HARD. 54. CARL I think that did the trick. He turns. Dug. With the ball in his mouth. DUG Hi, Master. CARL Afternoon. Carl turns the other way. The bird. It HONKS at him. Dug drops the slobbery ball on Carl's lap. EXT. MOUNTAIN, FLAT ROCKY AREA - NIGHT A clap of thunder. Lightning flashes reveal rain pouring down on the house. Beneath it, Carl and Russell are kept dry, sitting around a pathetic flickering campfire. Carl looks at Dug, asleep, wrapped around the bird's leg. He rolls his eyes and looks up at the house. CARL Well, thanks for keeping us dry anyway, Ellie. RUSSELL (O.S.) Which one's the front? Russell struggles to set up the tent. He reads his manual. RUSSELL Is this step three, or step five? Carl ROLLS HIS EYES at Russell's ineptness. RUSSELL There! Russell struggles with a tent pole, trying to winch it into place. Carl can't watch. An off screen SMACK! Russell walks to Carl. Miraculously, he looks unscathed. RUSSELL All done. Russell turns, revealing a large RED WELT on his face. 55. RUSSELL (pointing to tent) That's for you! The tent pole springs loose, catapulting the tent over the cliff. RUSSELL Awh. Tents are hard. CARL Wait, aren't you "Super Wilderness Guy?" With the GPM's and the badges? RUSSELL Yeah, but... can I tell you a secret? CARL No. RUSSELL Alright, here goes. I never actually built a tent before. There. I said it. CARL You've been camping before, haven't you? RUSSELL Well, never outside. CARL Well, why didn't you ask your Dad how to build a tent? RUSSELL I don't think he wants to talk about this stuff. CARL Why don't you try him sometime? Maybe he'll surprise you. RUSSELL Well, he's away a lot. I don't see him much. CARL He's got to be home sometime. 56. RUSSELL Well, I called, but Phyllis told me I bug him too much. CARL Phyllis? You call your own mother by her first name? RUSSELL Phyllis isn't my mom. Carl realizes he put his foot in it. CARL Oh. The two sit silently together, watching the fire. RUSSELL But he promised he'd come to my Explorer ceremony to pin on my Assisting the Elderly badge, so he can show me about tents then, right? Carl studies Russell's sad optimism. He looks at the missing badge on Russell's sash. CARL Hey, uh, why don't you get some sleep. Don't want to wake up the traveling flea circus. Dug nuzzles around the sleeping bird's leg. RUSSELL Mr. Fredricksen, Dug says he wants to take Kevin prisoner. We have to protect him! Russell YAWNS and lies down on the rock next to Carl. RUSSELL Can Kevin go with us? CARL Alright. He can come. RUSSELL Promise you won't leave him? CARL Yeah. 57. RUSSELL Cross your heart? Carl looks down at Russell. CARL Cross my heart. Carl sits at the campfire, the others asleep. He shakes his head and looks up at the house. CARL What have I got myself into, Ellie? DISSOLVE TO: EXT. MOUNTAIN, FLAT ROCKY AREA - MORNING A frog sits next to Carl's glasses. It CROAKS. Carl's hand smacks it like an alarm clock. The frog hops away. Carl rises, looking up at the house. CARL Morning Sweetheart. The balloons on the house are wilting. CARL We better get moving. He scans the camp. The bird is gone. CARL Huh. Bird's gone. Maybe Russell won't notice. (calls out) Alright, everybody up! Russell sits up with a SNORT. RUSSELL Where's Kevin? He's wandered off! Kevin! Dug, find Kevin! Dug crazily searches and sniffs, looking for the bird. DUG Find the bird. Find the bird... POINT! Dug goes rigid like a pointer dog and "points" to the left. 58. RUSSELL Oh, look! There he is. Russell points to the right. The bird is on top of Carl's house. Dug turns around. DUG POINT! The bird has gathered a pile of food on Carl's roof. CARL Hey, that's my food! Get off my roof! DUG Yeah, get off of his <>! In the distance, BABY BIRDS call out. The bird CALLS back. CARL What is it doing? DUG The bird is calling to her babies. RUSSELL Her babies! Kevin's a girl? The bird gobbles the food and jumps off the roof. DUG Her house is over there in those twisty rocks. Miles off is a huge grouping of rocks; the LABYRINTH. The baby birds call from somewhere inside. DUG She has been gathering food for her babies and must get back to them. The bird "hugs" Russell goodbye and pats Carl on the head with her beak. She HISSES at Dug. RUSSELL Wait, Kevin's just leaving? But you promised to protect her! RUSSELL Her babies need her, we gotta make sure they're together. 59. The bird hurries off toward the labyrinth. Carl gathers up the hose tether. CARL Sorry Russell. We've lost enough time already. RUSSELL Yeah... EXT. MOUNTAIN, EDGE OF JUNGLE - MOMENTS LATER The bird rounds a corner and hears rustling in the bushes ahead. She scampers back toward the house. EXT. MOUNTAIN, FLAT ROCKY AREA Russell chews on some chocolate. RUSSELL This was her favorite chocolate. Because you sent her away, there's more for you. Carl rolls his eyes and SIGHS. They hear rustling from the bushes behind them. CARL Huh? RUSSELL Kevin? Beta and Gamma, run toward Carl and Russell, viciously barking and growling. Carl protects Russell with his cane. Dug is conflicted. Alpha walks forward and stares menacingly at Carl. He turns toward Dug. ALPHA (high-pitched voice) Where's the bird? You said you had the bird. DUG Oh, yes. Oh, yes. Since I have said that, I can see how you would think that. 60. ALPHA Where is it? DUG Uh, tomorrow. Come back tomorrow and then I will again have the bird. Yes. Alpha BARKS angrily. ALPHA You lost it. Why do I not have a surprised feeling? Well, at least you now have lead us to the small mailman and The One Who Smells of Prunes. Carl and Russell look at Dug. He turned on them! Dug shamefully lowers his head. ALPHA Master will be most pleased we have found them, and will ask of them many questions. (commanding, to Carl) Come! CARL Wait, we're not going with you. We're going to the falls! Gamma and Beta BARK fiercely at Carl. CARL Get away from me! Get down! The dogs lead Carl and Russell like prisoners. Dug follows. The house is pulled after them, and on the roof: THE BIRD. EXT. MOUNTAIN, DESOLATE ROCKY AREA - DAY Alpha leads Carl and Russell through a canyon. Dogs patrol the tops of the canyon walls. Four more large dogs join the group. Carl and Russell watch warily and continue their march. They round a bend. Before them is a MASSIVE CAVE OPENING. 61. EXT. MOUNTAIN, CAVE ENTRANCE The house and balloon canopy are dwarfed as the group approaches the huge cave opening. DOZENS OF DOGS step out of the cave. Carl and Russell stop. More dogs approach from the side. Every way Carl turns there are more dogs! Growling and snarling, the dogs surround Carl and Russell. Closer... closer... From the darkness a voice: VOICE (O.S.) Stay! The dogs stop. A figure peers out from the darkness. It examines Carl, Russell, and the floating house. VOICE You came here in that? CARL Uh... yeah. VOICE In a house? A floating house? The man laughs. Carl and Russell laugh along nervously. VOICE That is the darndest thing I've ever seen! You're not after my bird, are you? But if you need to borrow a cup of sugar, I'd be happy to oblige! The dogs LAUGH uproariously at the man's joke. VOICE Well, this is all a misunderstanding. My dogs made a mistake. The figure walks out toward Carl into the light. Carl recognizes him! CARL Wait, are you Charles Muntz?! MUNTZ Well... Yes. 62. CARL The Charles Muntz? Muntz gives him the "thumbs up." MUNTZ "Adventure is out there!" Carl GIGGLES with glee. CARL It's really him! (to Russell) That's Charles Muntz! RUSSELL (EXCITED) It is?!? (CONSIDERS) Who's Charles Muntz? CARL Him! DOG WALLA Yes! It is him! He is! CARL I'm Carl Fredricksen. My wife and I, we were your biggest fans! Carl rushes to shake Muntz's hand. Muntz is charmed. MUNTZ Well, you're a man of good taste! Muntz LAUGHS at his joke. Carl joins in. MUNTZ You must be tired. Hungry? RUSSELL Uh-huh. MUNTZ (to dogs) Attention everyone! These people are no longer intruders. They are our guests. The dogs CHEER. 63. DOG WALLA Follow me! I like you temporarily. You do smell like prunes. I will not bite you. Muntz walks into the cave. Carl and Russell excitedly follow. INT. CAVE - CONTINUOUS CARL Wow. Carl's eyes adjust to the dark. Muntz's dirigible the "Spirit of Adventure" is tethered in the cave. MUNTZ (O.S.) I'm sorry about the dogs -- hope they weren't too rough on you. GAMMA (O.S.) We weren't! MUNTZ Go ahead and moor your airship right next to mine. Muntz gestures to a pylon, where Carl ties off the house. Muntz and the dogs walk up the gangplank of the dirigible. CARL We're not actually going inside the "Spirit of Adventure" itself?! MUNTZ Oh. Would you like to? CARL Would I?!?! Carl GIGGLES like a little boy. CARL Wait up, Mr. Muntz! Carl and Russell follow up the ramp. CARL Jiminy Cricket. Dug follows, but is blocked by Alpha and Beta. BETA Not you. 64. GAMMA What do we do with Dug? ALPHA He has lost the bird. Put him in the Cone of Shame. Dug WHIMPERS. EXT. DIRIGIBLE GANGPLANK - MOMENTS LATER Alpha, Gamma and Beta walk into the dirigible. Dug sits forlornly with a PLASTIC CONE around his neck. DUG I do not like the Cone of Shame. INT. DIRIGIBLE - TROPHY ROOM Carl and Russell are speechless as they walk into the room. It's a treasure trove of giant skeletons, stuffed creatures, and rare cultural artifacts. Various servant dogs dust and polish as Muntz leads Carl and Russell through the room. MUNTZ Most of the collection is housed in the world's top museums: New York, Munich, London... `Course I kept the best for myself. CARL Did you ever! Will you look at that? MUNTZ Oh yes, the Arsinoitherium. Beast charged while I was brushing my teeth. Used my shaving kit to bring him down. A dog approaches carrying a menu. Muntz waves it off. MUNTZ Oh, surprise me. (to Carl) Only way to get it out of Ethiopia at the time was to have it declared as "dental equipment!" Muntz LAUGHS. Behind him, a dog can't resist gnawing at one of the bones. 65. CARL Oh my gosh, the Giant Somalian Leopard Tortoise! MUNTZ Oh, you recognize it? I'm impressed! That's an interesting story there... A dog approaches with a bottle of champagne in his mouth. Muntz glances at the bottle. MUNTZ Hm, excellent choice. (to Carl) I found it on safari with Roosevelt. Two dogs work together to remove the cork from the bottle. POP! They sloppily pour two glasses. MUNTZ He and I fell into a habit of playing gin rummy in the evenings. And did he cheat? Oh, he was horrible! Muntz and Carl LAUGH. Alpha interrupts. ALPHA (high-pitched voice) Master, dinner is ready. MUNTZ Oh dear, broken translator. It's that loose wire again. (leans down, fixes it) There you go big fella. ALPHA (deep scary voice) Thank you Master. Russell reacts. RUSSELL I liked his other voice. Muntz LAUGHS. MUNTZ Well, dinner is served! Right this way. 66. INT. DIRIGIBLE, DINING ROOM Muntz leads Carl and Russell into the dining room and up to a large table. MUNTZ So how are things stateside? Almost tempted to go back a few times, but I have unfinished work here... Please. Dogs pull back chairs for them. They sit. Dog waiters place napkins on their laps. MUNTZ I hope you're hungry because Epsilon is the finest chef I've ever had. Dogs bring out covered plates, look at each other, and remove the silver plate covers at the same time. The meals look delicious. MUNTZ Oh, Epsilon, you've done it again! RUSSELL Yes!! Russell is served a hot dog. His waiter can't resist and eats a bite. RUSSELL Hey! Another dog pours some juice then takes a big slurp from his glass. RUSSELL Hey! Carl looks around, still enthralled. CARL Oh my Ellie would have loved all this. You know, it's because of you she had this dream to come down here and live by Paradise Falls. He gestures toward HIS HOUSE, tethered outside the porthole window. 67. MUNTZ I'm honored. And now you've made it! CARL You're sure we're not a bother? I'd hate to impose. MUNTZ No no! It's a pleasure to have guests -- a real treat. The dogs erupt into excited barking. DOG WALLA Treat?! Treat! I want a treat! MUNTZ No no, quiet! Calm down. Calm down... In the excitement a dog swipes the rest of Russell's hot dog. RUSSELL Hey! MUNTZ (CONT'D) Shouldn't've used that word... Having guests is a delight. More often I get thieves, come to steal what's rightfully mine. CARL No! Muntz picks up a lantern and walks to the back of the room. MUNTZ They called me a fraud, those... dah! But once I bring back this creature, my name will be cleared. The lantern illuminates photographs, drawings, samples, feathers. Hundreds of them... all of THE BIRD. Kevin. This is Muntz's obsession. He looks over to a full size skeleton. MUNTZ Beautiful, isn't it? I've spent a lifetime tracking it. Sometimes years go by between sightings... (MORE) 68. MUNTZ (cont'd) I've tried to smoke it out of that deathly labyrinth where it lives... Can't go in after it. Once in, there's no way out. Lost so many dogs... Muntz is lost in reverie. MUNTZ And here they come, these bandits, and think the bird is theirs to take! But they soon find that this mountain is a very dangerous place. Distracted Russell finally notices the skeleton. RUSSELL Hey, that looks like Kevin! MUNTZ "Kevin?" RUSSELL Yeah! That's my new giant bird pet. I trained it to follow us. Muntz and Alpha exchange glances. MUNTZ Follow you? Impossible. How? RUSSELL She likes chocolate. Russell holds up a chocolate bar to show Muntz. MUNTZ Chocolate? RUSSELL Yeah, I gave her some of my chocolate. She goes ga-ga for it. Carl swipes the chocolate from Russell and pockets it. CARL But it ran off! It's gone now. Muntz stares. He walks to a table full of flight helmets. 69. MUNTZ You know, Carl. These people who pass through here, they all tell pretty good stories. A "Surveyor" making a map. Using his cane, Muntz topples a helmet from the table. It rolls across the floor. MUNTZ A "Botanist" cataloguing plants. Muntz topples another helmet. He lifts a third to show Carl. MUNTZ An old man taking his house to Paradise Falls. He drops the helmet. It rolls to Carl's feet. MUNTZ That's the best one yet. I can't wait to hear how it ends. Carl glances around nervously. Out the window, sitting on the roof of his house, sits THE BIRD! CARL Well! It's been a wonderful evening, but we'd better be going. Carl gets up and pulls Russell from the table. MUNTZ Oh, you're not leaving? CARL We don't want to take advantage of your hospitality. Come on Russell. Carl leads Russell toward the door. RUSSELL But we haven't even had dessert yet. Muntz follows behind them slowly, menacingly. 70. MUNTZ No, the boy's right. You haven't had dessert. Epsilon here makes a delicious Cherries Jubilee. Carl pulls Russell along, Muntz following behind like something out of a bad dream. MUNTZ Oh, you really must stay. I insist! We have so much more to talk about! A distant HAUNTED WAIL. Everyone stops. RUSSELL Kevin? Muntz walks to the window and looks out. Atop the roof he sees THE BIRD. MUNTZ It's here. He turns back to Carl... but they're gone. MUNTZ (to dogs) Get them! INT. CAVE Carl and Russell untie Carl's house from the pylon. CARL Hurry! RUSSELL I am hurrying! Dogs descend down the ramp behind them. RUSSELL They're coming! Carl and Russell run toward the cave opening. Dogs block the cave opening. Carl stops short. DUG (O.S.) Master, over here! 71. Dug points to a tunnel opening deeper inside the cave. Carl and Russell run toward him. The cave leads to a steep incline. The dogs are getting closer. There's no choice but to JUMP. The lift from the overhead balloons allows Carl and Russell to leap down the incline, like astronauts. DUG Go toward the light, master! Dogs climb down the rocks, closing in on Carl and Russell. The bird sees the dogs. She jumps off the house and lifts Carl and Russell on her back. She runs through the cave, towing the house behind her. Russell and Carl HANG ON for dear life. BANG BANG BANG! Balloons pop as they scrape across the ceiling. The house lowers. Ahead, a giant rock sits in their path. Carl tugs at the house but it CRASHES against the rock, pulling Russell onto the ground. CARL Russell! Dragging on the ground, Russell gets BUMPED around badly. EXT. MOUNTAIN, CANYON - CONTINUOUS The dogs close in on Russell. Alpha bites at his heels. Carl fends off Alpha with his cane. CARL Get back!! Alpha is about to bite when an avalanche of boulders rains down! The dogs stop short. Carl looks back as the bird keeps running. Dug is up on the canyon wall. He caused the avalanche! DUG Go on Master! I will stop the dogs! Dug jumps down to block the path of the approaching dogs. 72. DUG Stop you dogs!! The dogs run around Dug. Alpha bites Dug by the neck and throws him out of the path. The bird carries Carl, Russell dragging along behind. She rounds a corner. Russell SWINGS OUT over the abyss. The bird jumps from rock spire to spire. Russell swings back and forth wildly in the air. RUSSELL Help! Help! Russell does the WILDERNESS EXPLORER CALL. CARL Gimme your hand! Carl holds out his cane so that Russell can GRAB it and Carl PULLS him back onto the bird. Meanwhile Dug manages to rejoin his friends, but just in time to reach the end of the line -- A CLIFF EDGE. A river winds 100 feet below. Carl looks above to see the house's momentum pulling forward. RUSSELL Hang on to Kevin! Carl grabs onto Kevin and picks Dug up by the collar. Just as the dogs reach our gang, the house's momentum carries them across the chasm. Alpha bites the bird on the leg but is kicked loose and falls into the river below. Carl LANDS HARD but safely across the river chasm. The dogs are stuck on the other side. Carl painfully gets up. He looks up at his house. It's still intact. He breathes a SIGH OF RELIEF. RUSSELL (O.S.) Kevin! The bird tries to stand but SQUAWKS pitifully and falls back to the ground. Russell rushes to her side. 73. The bird's leg has been injured badly by the dog bite. She can't stand. Russell applies a bandage. From the distant labyrinth of rocks, the BIRD BABIES call. Kevin CALLS back to them. She tries to stand, but can't. Russell runs to her side. RUSSELL No no no! Kevin! Stay down. (to Carl) She's hurt real bad. Can't we help her get home? Carl looks at the bird's wounds. He looks to the rock maze, then to his house. He knows the right thing to do. And he hates himself for it. CARL Alright. But we've got to hurry. INT. DIRIGIBLE, COCKPIT Dripping wet dogs cower in front of a menacing Muntz. MUNTZ You lost them? BETA Uh, it was Dug. GAMMA Yeah, he's with them. He helped them escape! Muntz snarls in anger. MUNTZ Wait. Wait a minute. Dug... He leans over a RADAR TRACKING DEVICE. CUT TO: EXT. MOUNTAIN - NIGHT - CONTINUOUS DUG'S COLLAR SCREEN powers on, and a signal zeroes in on Dug's location. 74. Dug, oblivious, looks out over the landscape, sniffing. Carl and Russell peek out from behind a tree. CARL See anything? DUG No, my pack is not following us! Boy they are dumb. Dug scampers back to Carl and Russell, who pull the house from behind a tree canopy. CARL This is crazy. I finally meet my childhood hero and he's trying to kill us! What a joke. DUG Hey, I know a joke. A squirrel walks up to a tree and says I forgot to store acorns for winter and now I am dead. Ha! It is funny because the squirrel gets dead. They pull the house, keeping it hidden behind the trees. CARL Careful Russell. The house bumps into a tree, jostling the injured BIRD on the porch. RUSSELL You okay, Kevin? Kevin goes back to sleep. Russell looks at her BANDAGED LEG. RUSSELL You know what, Mr. Fredricksen? The wilderness isn't quite what I expected. CARL Yeah? How so? RUSSELL It's kinda... wild. I mean, it's not how they made it sound in my book. CARL Hmm, get used to that, kid. 75. RUSSELL My dad made it sound so easy. He's really good at camping, and how to make fire from rocks and stuff. He used to come to all my Sweatlodge meetings. Russell smiles at the thought. RUSSELL And afterwards we'd go get ice cream at Fentons. I always get chocolate and he gets butter- brickle. Then we'd sit on this one curb, right outside, and I'll count all the blue cars and he counts all the red ones, and whoever gets the most, wins. I like that curb. He looks up at Carl. RUSSELL That might sound boring, but I think the boring stuff is the stuff I remember the most. They walk in silence. Carl understands. The bird babies CALL OUT in the distance. Kevin CALLS BACK. RUSSELL Look, there it is! Russell spots the labyrinth, now close by. He tries to run but is pulled back by his tether. LAUGHING, Carl unclips Russell's tether. CARL Hold on Russell, stand still! Carl ties the hose harnesses to a tree, securing the house. Russell helps Kevin off the porch and the group run toward the labyrinth entrance. Kevin is reenergized by the sound of her babies. She runs off ahead. Carl and Russell LAUGH. CARL Look at that bird go! CARL Wait up, you overgrown chicken! 76. RUSSELL That's it, go Kevin! Go find your babies! Just as they approach the entrance to the labyrinth, a fierce spotlight hits them. MUNTZ'S DIRIGIBLE lowers overhead. RUSSELL Run Kevin! Run! A net shoots out and binds her. She falls and CALLS OUT. RUSSELL Oh no! The net catches on a rock. Carl and Russell run to her aid. CARL Russell, give me your knife! Carl saws frantically at the net. MUNTZ (O.S.) Get away from my bird! Muntz and his dogs descend from the dirigible. Beside them, a group of dogs drag forward CARL'S HOUSE. Muntz hurls a lit lantern. Flames burst up beneath the house. Heat waves ripple up. Balloons POP. Carl's house LOWERS into the fire. INT. CARL'S HOUSE, LIVING ROOM - CONTINUOUS Inside the living room, Ellie's photo crashes to the floor. EXT. MOUNTAIN, LABYRINTH GATE - CONTINUOUS CARL No! Carl panics. He rushes toward the house, dropping the knife. Muntz motions to the dogs. They swarm past Russell, knocking him down and grabbing the bird in the net. RUSSELL No! Carl pulls his house away from the flames. 77. The bird CALLS OUT plaintively as the dogs drag her into the dirigible. Muntz follows the bird up the ramp of the dirigible. MUNTZ Careful. We want her in good shape for my return. RUSSELL Let her go! Stop! Russell runs after the dogs, but the gangplank closes. The dirigible flies off. RUSSELL Kevin! Carl beats out the flames with his jacket. He extinguishes the flames. Carl collapses on the side of his house. RUSSELL You gave away Kevin. You just gave her away. CARL This is none of my concern. I didn't ask for any of this! DUG Master. It's alright. CARL I am not your master! And if you hadn't a shown up, none of this would have happened! Bad dog! Bad dog! Dug slinks off, tail between his legs. Carl angrily puts on the harness. CARL Now, whether you assist me or not, I am going to Paradise Falls if it kills me. He walks off. Russell falls in behind. An angry dawn breaks. 78. EXT. MOUNTAIN, ROCKY TERRAIN - DAY Now barely aloft, Carl pulls the house across the rocky landscape. Russell's harness drags along side, empty. Russell walks behind. EXT. MOUNTAIN HILLSIDE - MORNING With the last of his energy, Carl drags the house into place. The house groans as it comes to rest. Carl drops the hose harness and walks to the edge of a cliff. EXT. PARADISE FALLS - MORNING He looks over. He's finally made it: Paradise Falls. Torrents of water careen over the massive cliff edge. Carl takes out Ellie's childhood drawing. Next to him stands the real house, just like Ellie wanted. RUSSELL (O.S.) Here. Behind him, Russell throws his sash on the ground. RUSSELL I don't want this anymore. Russell walks away. He sits on a rock, alone. Carl picks up the sash. He walks up the steps of his house. INT. CARL'S HOUSE, HALLWAY - CONTINUOUS The door opens. Carl steps in. He's back in his house for the first time in days. INT. CARL'S HOUSE, LIVING ROOM - CONTINUOUS Carl and Ellie's things are strewn across the floor, a mess from the rough journey. Carl rights Ellie's chair, sets the lamp upright, slides the table into position. He pushes their two chairs back into their place. 79. Carl closes his eyes, takes a deep breath, and sits. Quiet. Nothing, save the distant sound of the falls outside. Carl surveys the room. The ADVENTURE BOOK rests on a table near him. He opens it and puts Ellie's drawing back. He looks through the pages, remembering the newspaper clippings and old photographs, the dreams of young Ellie. He turns to the page marked: STUFF I'M GOING TO DO. Carl sighs. He managed to bring the house to the falls, but Ellie never made it. He closes the book. But as he does, Carl sees something he hadn't before. The blank pages at the end are no longer blank. A WEDDING PHOTO of the two of them. On a picnic. Celebrating birthdays. Another and another... photos of their ordinary life together, the ups and downs. Carl's face warms. Ellie lived the life she wanted: she saw adventure in everyday life. A photo of the two of them sitting side by side, together, in their chairs. Beneath it, Ellie has written: "THANKS FOR THE ADVENTURE -- NOW GO HAVE A NEW ONE! LOVE, ELLIE." Carl smiles. He looks over to Ellie's empty chair. On the arm is Russell's sash. Carl picks it up. He looks to Ellie's chair. He crosses his heart. EXT. CARL'S HOUSE - MOMENTS LATER Carl walks from the house and calls from the porch. CARL Russell? 80. But Russell is nowhere to be seen. A shadow crosses Carl. He looks up to see Russell floating off, hanging from a BUNCH OF BALLOONS. CARL Russell! RUSSELL I'm gonna help Kevin even if you won't! Russell fires up a LEAF BLOWER and steers himself off into the sky. CARL No, Russell! No! Carl runs back to his house and tries in desperation to lift it. He struggles, but the house doesn't budge. The balloons have lost too much helium. Furious, he THROWS a chair off his porch. It lands atop the mountain rocks with a thud. This gives him an idea. CUT TO: The GRAMOPHONE smashes onto the rocky ground. Chairs, dressers, tables; Carl throws them all out of the house. Slowly, one corner of the house lifts. Then another. Carl struggles to push a refrigerator from the porch. It teeters... and falls. The house lifts off! CARL Wahhoo! The house floats off into the sky, leaving a huge pile of things. Beside it sits Carl and Ellie's chairs, side by side atop Paradise Falls. EXT. CARL'S HOUSE, FLOATING The house soars into the air, sails billowing. INT. CARL'S HOUSE, LIVING ROOM Inside the house, Carl adjusts his steering, scans the skies. 81. KNOCK KNOCK KNOCK. Carl's eyes go wide. CARL Russell? INT. CARL'S HOUSE, PORCH - CONTINUOUS The door swings open. CARL Dug! DUG I was hiding under your porch because I love you. Can I stay? CARL Can you stay? Well, you're my dog aren't you? And I'm your master! DUG You are my master?! Dug lunges forward and overwhelms Carl with dog kisses. DUG Oh boy. Oh boy! EXT. CARL'S HOUSE, FLOATING - CONTINUOUS The house flies off into the sky. CARL (O.S.) Good boy, Dug. You're a good boy! EXT. OPEN SKY - DAY Russell steers through the clouds toward the DIRIGIBLE. INT. DIRIGIBLE - CONTINUOUS Dogs play poker. Behind them, Russell flies past with the leaf blower. They turn to look. EXT. DIRIGIBLE Russell steers wobbly toward an open dirigible window. He smashes into the wall. 82. RUSSELL Ooph! He tries again and TUMBLES through the window. INT. DIRIGIBLE - CONTINUOUS Russell releases the balloons and picks up the leaf blower, ready for action. RUSSELL Yes! Don't worry Kevin! I'll save - Growling dogs move toward him. Russell blows the leaf blower at the dogs. INT. DIRIGIBLE, CAGE ROOM Muntz stares into the bird's cage, mesmerized. She's miserable and scared. MUNTZ And they wouldn't believe me. Just wait till they get a look at you. Alpha enters. ALPHA Master! The small mailman has returned. MUNTZ What? INT. DIRIGIBLE Dogs tie Russell to a chair. RUSSELL Let me go! Muntz enters. MUNTZ Where's your elderly friend? Russell blows the leaf blower in Muntz's face. RUSSELL He's not my friend anymore. 83. Muntz grabs the leaf blower and drags Russell out. MUNTZ Well, if you're here, Fredricksen can't be far behind. INT. DIRIGIBLE, TROPHY ROOM Muntz drags Russell through the trophy room. RUSSELL Where are you keeping Kevin!? INT. DIRIGIBLE, RAMP ROOM - CONTINUOUS Muntz sets Russell down and walks to a control panel. RUSSELL Let me go! BETA Scream all you want, small mailman. GAMMA None of your mailman friends can hear you. RUSSELL I'll unleash all my Wilderness Explorer training! Muntz is about to throw a switch when he looks out the porthole. Flying toward him is CARL'S HOUSE! MUNTZ Alpha! Fredricksen's coming back. Guard that bird. If you see the old man, you know what to do. Muntz pulls the switch and walks out of the room. RUSSELL Hey, where are you going? I'm not finished with you! MUNTZ Nice talking with you. Muntz slams the door. Light emerges from the floor. Russell is on the ramp, which is opening. Russell REACTS. 84. INT. DIRIGIBLE, COCKPIT Muntz enters the cockpit and takes the wheel. MUNTZ Where are you, Fredricksen? EXT. DIRIGIBLE The dirigible turns, revealing Carl's house sneaking up behind. INT. CARL'S HOUSE, LIVING ROOM Carl steers toward the cockpit. He dons Russell's sash, then hooks his cane onto his back. He's fighting for a cause. He hears SCREAMING. It's Russell! Tied to his chair, he slides down the ramp as it lowers, closer and closer to the edge. CARL Russell! Carl steers his house to the dirigible. EXT. DIRIGIBLE, RAMP - CONTINUOUS Carl flings the hose, HOOKING it to the ramp railing. Using his cane as a zip line, Carl slides to Russell, catching him just as Russell slides off the ramp edge. They land safely together. RUSSELL Mr. Fredricksen! CARL Dug! Bring `er over! Dug winches in the hose caddy, pulling the house closer to the dirigible ramp. Carl carries Russell into the house. INT. CARL'S HOUSE - CONTINUOUS Carl sets Russell, still bound, down in the front hall. 85. RUSSELL You came back for Kevin! Let's go get her. CARL I'm getting Kevin. You stay here! RUSSELL But I want to help! CARL I don't want your help. I want you safe! Carl leaps back into the dirigible. Dug follows. Russell STRUGGLES against his bonds. INT. DIRIGIBLE, HALLWAY Carl and Dug sneak down a hall. They see dogs ahead and hide. CARL How do we get past these dogs? DUG Uh... POINT! Dug points to a grate in the wall. INT. DIRIGIBLE, GAS CELL AREA Dug leads Carl "backstage" through a vent shaft into the dirigible. They sneak past two biplanes. INT. DIRIGIBLE, CAGE ROOM They emerge through a grate near the ceiling. They look down into the room where the bird is kept in a cage. CARL Kevin! The bird recognizes Carl and CRIES OUT. CARL Don't worry Kevin, we're on our way! Alpha enters, leading a group of dogs. Carl and Dug duck into the shadows and watch unnoticed from above. 86. ALPHA Allow no one to be entering through these doors. Guard well that bird, my minions. CARL (WHISPERS) What do we do now, Dug? Dug is lost in ecstacy, chomping on a tennis ball on the end of Carl's cane. INT. DIRIGIBLE, CAGE ROOM - MOMENTS LATER Carl drops down from the ceiling and stands on the cage. He bangs his cane. All the dogs turn. He grabs a ball from his cane and waves it in the air. CARL Who wants the ball? DOGS Me! I do! I want the ball! CARL Then go get it! Carl throws the ball. The dogs scramble after it. INT. DIRIGIBLE, HALLWAY OUTSIDE OF CAGE ROOM - CONTINUOUS The dogs pile into the hallway in pursuit. DOGS I'm gonna get there first! Oh gonna get the ball! I'm gonna get it! Gamma catches it.. GAMMA I got it!! Behind them Carl shuts the door. The dogs realize their mistake. GAMMA Uh-oh. 87. INT. DIRIGIBLE, CAGE ROOM Carl opens the cage door. CARL I'm sorry Kevin. Let's get you out of here. INT. DIRIGIBLE, COCKPIT Muntz scans the horizon. Suddenly the in-ship communicator comes to life. DOG WALLA (on radio) Master! He's gone! The old man! He's here! He's got the bird! The bird's gone! MUNTZ What? Calm down! One at a time! EXT. CARL'S HOUSE, FRONT PORCH Russell STRUGGLES to break free of the chair. RUSSELL I want to help! He manages to get his arms free. RUSSELL Ha ha! Except that all his struggling causes the chair to hop out on the porch and fall off. Russell SCREAMS as he falls. The hose unspools. Russell reaches the end of the hose. Russell grabs onto it and the chair jostles free, falling thousands of feet down. The house drifts away from the dirigible. INT. DIRIGIBLE, COCKPIT The melee of conflicting reports from the dogs continues. DOG WALLA He's in Hall D! He's in Hall B! It's the old man! 88. MUNTZ Does anyone know where they are?!?! On cue, Russell SPLATS into the dashboard window of the control room and SQUEEGEES across, dangling from the hose. Muntz stares, slack-jawed. RUSSELL Whoooaaah! The house floats off. MUNTZ (into radio) Grey leader! Take down the house! EXT. CARL'S HOUSE Russell clings to the end of the hose, swaying in the wind. What's that noise? From beneath the dirigible emerges... EXT. OPEN SKY - CONTINUOUS From beneath the dirigible, three spitfire airplanes emerge. As they get closer, it is clear they are being flown by DOGS. BETA (into radio) Grey leader, checking in. GAMMA Grey 2, checking in. OMEGA Grey 3, checking in. The planes fall into formation and fly toward the house. BETA Target sighted. The Dog Squadron Leader bites down on a squeaky bone chew toy that fires poison darts. The biplanes fire and strafe Carl's house with darts. Russell SCREAMS, swaying beneath it on the hose. INT. DIRIGIBLE, TROPHY ROOM Carl, Dug and the bird escape through the trophy room. 89. CARL Come on, Kevin. Behind the door, Muntz is waiting for them. He grabs a sword from the wall display and attacks. Dug hears and BITES Muntz on the leg. Muntz kicks Dug loose and out the door. He slams it shut. INT. DIRIGIBLE, OUTSIDE OF TROPHY ROOM - CONTINUOUS Locked out, Dug jumps on the door and barks. He hears growling and turns around. There stands Alpha and the other dogs. DUG Hi. INT. DIRIGIBLE, HALLWAY Dug runs. The dogs give chase. INT. DIRIGIBLE, TROPHY ROOM Muntz swings his sword at Carl but misses. Carl uses his cane to defend himself. OLD MAN SWORD FIGHT! Muntz smashes his trophy collection as he swings for Carl. His sword gets stuck in a mounted skeleton. Carl swings his cane and hits Muntz on the head. The tennis balls bounce the cane off Muntz and smack Carl in the face. Muntz pulls the sword free. He raises the sword over his head to strike and his back CRACKS loudly. He's stuck! Carl raises his cane over his head and his back CRACKS too. Carl and Muntz STRUGGLE to move. Muntz CRACKS his back free and kicks Carl in the chest, knocking him against a trophy. He has the upper hand now. He throttles him with his arm and lifts his sword. MUNTZ Any last words, Fredricksen? Come on, spit it out! Carl spits his FALSE TEETH at Muntz. He falls backwards. 90. Carl collects his teeth and motions for Kevin. CARL Come on! Muntz advances on Carl, who struggles to protect the bird. Muntz is a wild man now, smashing and destroying anything that gets in his way. MUNTZ Enough! I'm taking that bird back with me alive or dead! Carl trips and falls to the floor. Muntz is about to deal the final blow. INT. DIRIGIBLE, COCKPIT Meanwhile Alpha backs Dug into the control panel. He bumps a a LEVER. EXT. DIRIGIBLE - CONTINUOUS The entire dirigible rocks wildly to the side. INT. DIRIGIBLE, TROPHY ROOM Muntz is knocked off balance. He slides to one side. Trophy cases slide after him. The dirigible tilts to the other side. The broken trophy cases barrel straight toward Carl! Carl is thrown into a window which bursts open. Carl falls through but manages to grab the frame with his cane. He dangles out over open air. He sees the biplanes circling the house, Russell hanging beneath it. The ship corrects again. Carl climbs back inside. Muntz comes at Carl. CARL Come on, Kevin! 91. EXT. SIDE OF DIRIGIBLE - CONTINUOUS Carl climbs the work ladder up the side of the dirigible. He pushes the bird along as he goes. Muntz follows up. INT. DIRIGIBLE, COCKPIT Alpha throws Dug viciously across the room. Alpha throws him again and Dug crashes into the steering wheel, knocking a radar shade off the control panel. Alpha moves in. Dug hides behind the steering wheel. ALPHA I will have many enjoyments for what I am about to do, Dug. Alpha lunges at Dug through the steering wheel. Dug cowers, but then notices the RADAR SHADE. As Alpha lunges again, Dug jams the shade over Alpha's head. Alpha's head is stuck, trapped by the cone. The dogs all GASP. MISC DOG He wears the Cone of Shame! ALPHA (high-pitched voice) What? Do not just continue sitting! Attack! The bump caused his collar to go funny again. The dogs all howl with laughter. ALPHA (high pitched voice) No! No! Stop your laughing! Get this off of me! DUG Listen you dog! Sit! Surprised at Dug's moxy, Alpha sits. All other dogs sit too. DOG WALLA Yes, Alpha. 92. DUG Alpha? I am not Alpha, he is- (REALIZING) Oohhhh! EXT. CARL'S HOUSE Russell TRIES TO CLIMB the hose. His hands are about to give out. The biplanes head straight at Russell. RUSSELL (out of breath) I can't do it! Behind him, Carl is climbing the side of the dirigible for dear life, Muntz closing in. CARL (far in the distance) Russell! RUSSELL Huh? Carl calls for help: the WILDERNESS EXPLORER CALL. RUSSELL You leave Mr. Fredricksen alone! Russell CLIMBS! He's more machine than boy now. Biplanes shooting the whole way, he climbs up onto the porch. The biplanes close in. Russell yells to them. RUSSELL Hey! (pointing down) Squirrel! All the dog pilots snap to attention. GAMMA Squirrel? OMEGA Where's the squirrel?! 93. The planes dive, crash into each other. The dog pilots parachute out. GAMMA I hate squirrels. EXT. SIDE OF DIRIGIBLE Carl climbs. Muntz grabs Carl's foot. Carl defends himself with his cane, knocking Muntz off the ladder. Muntz catches on to a rung of the ladder. He watches Carl and the bird climb. Muntz descends the ladder. EXT. DIRIGIBLE, TOP - DAY Carl and the bird make it to the top of the dirigible. Suddenly, a trap door opens. Carl GASPS... but it's Dug! CARL Dug! Dug jumps up on Carl, licking his face. DUG Master! The house bears down on them. They run to meet it. CARL Russell!! Over here!! Let's go! Russell steers the house toward Carl. RUSSELL Mr. Fredricksen! The house slows and lowers atop the airship. Carl HOISTS the bird up onto the porch. CARL Come on, Kevin! Carl helps Dug onto the porch. He climbs up himself... BLAM! Muntz appears on top of the dirigible with a rifle! A bullet blasts through Carl's balloon strings. A third of them break or shoot skyward. The house plummets, crashing onto the dirigible. 94. Carl is THROWN from the house onto the airship. The house slides toward the edge, Russell, Dug and Kevin still inside. CARL No! Carl SCRAMBLES to grab the hose trailing from the sliding house. The house slides on to the dirigible's tail fin. Holding the hose, Carl digs in his heels and is just able to stop it. The house teeters on the very edge of the tail fin. CARL Russell! Get out of there! Russell, Dug and Kevin run toward the front porch. BLAM! A bullet smashes the door jam next to them. Muntz storms toward the house. Carl holds desperately to the hose. CARL No! Leave them alone! Russell and others duck inside and slam the door. The house tilts, threatening to tip off at any second. Carl holds on for his life. Muntz POUNDS on the door with the butt of the rifle. INT. CARL'S HOUSE, HALLWAY Russell, Dug and Kevin back away from the door. EXT. DIRIGIBLE, TOP The house slides farther over the edge. Carl struggles to hold on. The hose caddy is ripping free from the house! The bolts pop from the wooden siding... it's about to go! INT. CARL'S HOUSE Russell, Dug and Kevin run into the living room. 95. EXT. DIRIGIBLE, TOP Muntz KICKS the door. Suddenly, Carl has an idea. CARL Russell! Hang on to Kevin! Don't let go of her! INT. CARL'S HOUSE, LIVING ROOM Confused, Russell follows Carl's directions. He Dug and the bird huddle together. Muntz breaks through the door. He lifts his rifle and sights the bird... Through the window, Carl yells out. EXT. DIRIGIBLE, TOP CARL Kevin! Chocolate! Carl holds aloft a bar of chocolate. INT. CARL'S HOUSE, LIVING ROOM Kevin lunges, pushing past Muntz and knocking the rifle from his hands. Muntz lunges after them. EXT. CARL'S HOUSE - CONTINUOUS The hose caddy breaks free. Kevin leaps through the window, Russell and Dug hanging from her side. Muntz leaps after them. But balloon strings tangle around his leg and pull him back. Muntz hangs for a moment... It's thousands of feet from the ground.... He falls. 96. EXT. DIRIGIBLE, TOP PANTING, Carl is left holding the hose. He PULLS himself toward the edge. The hose curves beneath the tail fin. Finally it swings out... RUSSELL That was cool! Russell and Dug dangle from it, sitting on Kevin. The bird holds on to the hose with her beak. Carl LAUGHS, relieved. CARL Don't jerk around so much, kid! Russell climbs up, followed by the bird and Dug. DUG Oh I am ready to not be up high. Carl LAUGHS heartily as Dug jumps on him and licks his face. Carl looks into the distance. His house, now empty, floats softly down into the clouds, and disappears. RUSSELL Sorry about your house, Mr. Fredricksen. Carl smiles. He puts his arm around Russell. CARL You know, it's just a house. Carl, Russell, Dug and Kevin stand on the tail of the airship floating off over the clouds. DISSOLVE TO: EXT. MOUNTAIN, LABYRINTH GATE - AFTERNOON Carl and Russell hold and cuddle the baby birds. The babies peck at Carl's head. Carl and Russell LAUGH. CARL Ow! Ow! Ow! RUSSELL Look at you. You're so soft. 97. Kevin CALLS OUT, waiting for the babies at the gate to the LABYRINTH. Time to go. CARL/RUSSELL (DISAPPOINTED) Awwww! RUSSELL I wish I could keep one. The babies run to the bird. One stops to HISS at Dug. Carl has misplaced something. CARL Huh, where's my cane? I just had it here... Kevin starts HACKING. She COUGHS up the cane. Babies start HACKING too. They COUGH up tennis balls. CARL You know what? Keep `em. A little gift from me to you. The bird family enters the labyrinth. Carl and Russell wave. RUSSELL Bye Kevin! The bird looks back toward Carl and Russell and CALLS OUT one last time before disappearing into the mist. INT. DIRIGIBLE, COCKPIT - LATER Carl and Russell both wear matching leather flight helmets and goggles. RUSSELL Ready? Carl gives a thumbs up. CARL Ready! 98. EXT. DIRIGIBLE Muntz's dirigible ascends into the sky. Dug and all of MUNTZ'S DOGS stick their heads out the dirigible windows, barking as they fly into the sunset. DISSOLVE TO: INT. AUDITORIUM CAMP MASTER STRAUCH ...and by receiving their badges, the following Explorers will graduate to Senior Explorers. Each Junior Wilderness Explorer stands next to his father. As the Camp Master announces the achievement he hands the father a badge, who pins it to his son's sash. CAMP MASTER STRAUCH For Extreme Mountaineering Lore... Congratulations, Jimmy. (hands badge to dad) For Wild Animal Defensive Arts... Congratulations, Brandon. (hands badge) For Assisting the Elderly... Russell is tanned and dirty. And alone. CAMP MASTER STRAUCH Uh, Russell? Is there... someone that... uh... The Camp Master CLEARS HIS THROAT uncomfortably. Russell looks for his dad in the audience. CARL (O.S.) Excuse me. Pardon me. Old man coming through. Carl takes his place next to Russell. CARL (to Camp Master) I'm here for him. CAMP MASTER STRAUCH Congratulations, Russell. Sir... The Camp Master hands Carl the badge and continues down the line. 99. CARL Russell, for assisting the elderly, and for performing above and beyond the call of duty, I would like to award you the highest honor I can bestow: The Ellie Badge. Carl pins the badge onto the missing spot on Russell's sash. It's Ellie's GRAPE SODA PIN. RUSSELL Wow. Carl smiles. They salute each other. Russell gives Carl a hug. Carl returns it. Russell's mom sits in the audience with Dug. Russell proudly shows her the badge. CAMP MASTER STRAUCH Alright, I think that covers everybody... So let's give a big Explorer Call to our brand new Senior Wilderness Explorers! Ready everybody? The Camp Master leads the audience in the WILDERNESS EXPLORER CALL. Muntz's dogs sit in the back, BARKING in approval. DISSOLVE TO: EXT. CURB OUTSIDE FENTONS ICE CREAM PARLOR - DAY Carl and Russell sit on a curb licking ice cream cones. Russell has chocolate and Carl has butter-brickle. Cars pass by. RUSSELL Blue one. CARL Red one. DUG Grey one. CARL Red one. 100. Russell GIGGLES. RUSSELL That's a bike! CARL It's red, isn't it? RUSSELL Mr. Fredricksen, you're cheating. CARL No, I'm not. Red one. RUSSELL That's a fire hydrant. They LAUGH. CARL Maybe I need new glasses. Overhead, MUNTZ'S DIRIGIBLE is parked, its ladder in the handicapped parking spot. DISSOLVE TO: EXT. PARADISE FALLS - AFTERNOON On top of Paradise Falls sits Carl's house, just as Ellie imagined it. THE END