Doctor Evil Saves the World?

                                 (C) 2002- 2003 Don Boner

                               Unfinished Work in Progress. 

                                  Donboner@ameritech.net 
                     www.dl-sites.com


               FADE IN:

               INT. DOCTOR EVIL'S BOARD ROOM -- AFTERNOON

               Everyone is sitting around the large conference table; Scott 
               is there with Frau Farbissina and others.  The sign on the 
               wall reads 'DE Empire, Inc LTD'

                                     NUMBER TWO
                         Today is a great day in the annals 
                         of evil. Thanks to Muhammad Assold 
                         Murat de Sade, the world will forget 
                         all about Doctor Evil, and he can 
                         return today and wreak havoc on 
                         mankind. Muhammad why don't you tell 
                         the group all you accomplished this 
                         great feat.

               Muhammad Assold Murat de Sade  has only one arm and a beard, 
               big nose and dark glasses. 

               Muhammad Assold Murat de Sade is a French Arab chemist who 
               invented the popular leisure drug odyssey commonly called on 
               the street 'de boss ai maon . Drug Czar Jimmy Straitface 
               once called  Muhammad Assold Murat de Sade 'the worse varmint 
               to ever graduate from Harvard'

                                     MUHAMMAD ASSOLD MURAT DE SADE
                         It was very easy, I seeded the clouds 
                         with H9E7, which once inhaled by 
                         everyone causes them to forget all 
                         about Doctor Evil. Of course we all 
                         took the antidote before we released 
                         the chemical. Doctor Evil is a Free 
                         Man, thanks to me. As long as no one 
                         drinks  3 ounces of V8 juice and 6 
                         ounces of beer no one will remember 
                         Doctor Evil.
                              (Speaking in broken 
                              French Middle Eastern 
                              accent.)

                                     NUMBER TWO
                         Thank you  Muhammad, Carl, signal 
                         Doctor Evil its time to return.

               Carl takes out his Evil Cell Phone and calls Doctor Evil.

                                                                  FADE OUT:

               EXT. SPACE DOCTOR EVILS' SPACE SHIP RETURNS TO EARTH -- 
               EVENING

               Doctor Evil returns to earth on the bumpy ride back to earth. 

                                                                  FADE OUT:

-----------------------------------------------------------------------------------------------------
                                                                         2.


               INT. DOCTOR EVIL'S BOARD ROOM -- DAY

               Doctor Evil walks into the Board room waving his hands, 
               everyone is there Mini-Me, Scot, Frau Farbissina, Number 
               Two, Fat Bastard, Muhammad and others.

                                     DOCTOR EVIL
                         Please stay seated.  Thanks to 
                         Muhammad and Number Two I am back 
                         ready to do evil and now my plans 
                         are,

               Interrupted by Number Two.

                                     NUMBER TWO
                         Doctor Evil, we acknowledge what a 
                         great evil man you are, in fact the 
                         world has never witness a greater 
                         evil than you. But times have changed, 
                         the fact is your organization DE's 
                         Empire is very wealthy now, but 
                         knowing you need to do evil I have a 
                         suggestion, may I stand?

               Looking at Doctor Evil who has his hands on the 'buttons'

                                     DOCTOR EVIL
                         OK, if you must!

               Number Two stands up looking at Doctor Evil's hands.

                                     NUMBER TWO
                         We own a great many assets, for 
                         example we own a mattress factory 
                         outside Cleveland. We make a decent 
                         profit, but you could close the 
                         factory move it to Mexico, replacing 
                         all 500 employees and we could double 
                         our profit!

                                     DOCTOR EVIL
                         But what if we got caught?
                              (Looking Confused.)

                                     NUMBER TWO
                         We did nothing wrong, but you would 
                         have the great pleasure of taking 
                         away 500 peoples jobs! Many will not 
                         find other work and they will loose 
                         their houses when the bank forecloses.

               Doctor Evil Smiles.

                                     DOCTOR EVIL
                         I like it, tell me more!

               Frau Farbissina jumps up.

-----------------------------------------------------------------------------------------------------
                                                                         3.


                                     FRAU FARBISSINA
                         Now Wait! We own the bank that has 
                         the mortgage , we would be shooting 
                         ourselves in the foot!

               Doctor Evil slams his fist on the table. 

                                     DOCTOR EVIL
                         Damn What's an Evil person to do?

                                     NUMBER TWO
                         Well Doctor Evil that's the price 
                         you pay for being the second richest 
                         person in the world.
                              (Doctor Evil looks 
                              angry)

                                     DOCTOR EVIL
                         What?

               After a beat

                                     DOCTOR EVIL (CONT'D)
                         Who is the richest?

               CLOSE-UP OF NUMBER TWO  

                                     NUMBER TWO
                         Phil Rates Founder of Microhard 
                         Software.

               CLOSE-UP OF DOCTOR EVIL

                                     DOCTOR EVIL
                         Phil Rates!

                                     NUMBER TWO
                         Yes Doctor Evil, sometimes I forget 
                         about you being in and out of current 
                         events, but Phil Rates started 
                         Microhard  Software while you were 
                         frozen in space, today Microhard 
                         Software is used by 99% of all 
                         computers in the world.

                                     DOCTOR EVIL
                         Yes this in and out can really screw
                          you up. Ok lets kill Phil Rates!
                              (angrily)

                                     NUMBER TWO
                         Wait Doctor Evil, even you can't 
                         kill Phil Rates!

-----------------------------------------------------------------------------------------------------
                                                                         4.


                                     SCOTT EVIL
                         Hey if you did, that would be so 
                         cool, like you would become a hero 
                         of all the world, everyone hates 
                         Phil Rates and Microhard.

               Everyone in the room says" yes"

               Number Two looks like he has an idea

                                     NUMBER TWO
                         You know Scott may be on to something. 
                         We won't kill him we will just kill 
                         his business. Suppose we announce we 
                         are going to release a new Computer 
                         operating system called Dresser 2004!

                                     DOCTOR EVIL
                         So are we going to create this  
                         'Operating System?'
                              (Using both hands to 
                              make a quote)

                                     NUMBER TWO
                         No, we only say we have created it, 
                         we can start rumors on the Internet 
                         hell we can even have  the operating 
                         system reviewed by the press. Muhammad 
                         can you create a chemical that will 
                         allow us to convince technical 
                         reviewers that they have tried the 
                         operating system?

                                     MUHAMMAD ASSOLD MURAT DE SADE
                         Of course I can.

                                     DOCTOR EVIL
                         I still don't understand!
                              (with a puzzled look 
                              on his face)

                                     NUMBER TWO
                         Doctor Evil what we'll do is buy a 
                         lot of Microhard stock then a few 
                         weeks later when you announce that 
                         we have a brand-new operating system 
                         Dresser 2004.  We will sell all our 
                         stock and the stock price will drop.  
                         Then we will turn the operating system 
                         over to the reviewers who will put 
                         in a good review then the stock prices 
                         will drop more.  Then Doctor Evil, 
                         people will think you saved the world 
                         by ridding the world of Microhard. 
                         You become a kinder more gentler 
                         Evil person.

-----------------------------------------------------------------------------------------------------
                                                                         5.


                                     SCOTT EVIL
                         Yep, like a compassionate Evil dude!

               Doctor Evil still has a confused look on his face that slowly 
               becomes a smile.

                                               DISSOLVE TO: OPENING CREDITS

               FADE IN:

               INT. M1 HEADQUARTERS -- DAY

               Austin Powers is walking into Basil Exposition Office at M1.

                                     AUSTIN POWERS
                         So Basil, like what's so important 
                         that you had to see me right now?  
                         Hey wait right now was then, so now 
                         is when, can you dig it, there is no 
                         'right now'

               Basil sets down behind his desk and motions for Austin to 
               sit down.

                                     BASIL EXPOSITION
                         Now Austin you know you are one of 
                         our best agents?

                                     AUSTIN POWERS
                         Like wow so I am finally getting the 
                         top spy of the month award, I mean 
                         you didn't really.

               Basil waves his hands in the air.

                                     BASIL EXPOSITION
                         Now Austin let me finish.  You know 
                         its very important that we all follow 
                         all the rules here.

               Austin interrupts Basil. 

                                     AUSTIN POWERS
                         That was a legitimate expense, like 
                         I was interrogating that chick, I 
                         just did the interrogating in the 
                         bed, I mean
                              (Looking very defensive)

               Basil again interrupts Austin.

                                     BASIL EXPOSITION
                         Now Austin you've got to let me 
                         finish.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                         6.


                                     BASIL EXPOSITION (CONT'D)
                              (Angrily)
                         Because of all these years you were 
                         frozen it turns out you're now well 
                         over the mandatory retirement age.  
                         So I am afraid  this will be your 
                         last day.  You need to clean out 
                         your desk and leave, and please turn 
                         all you keys and secret codes to 
                         Roger on your way out.

                                     AUSTIN POWERS
                         You've got to be kidding!
                              (Shocked)
                         What am I going to do now?

               Basil gets up and comes over to Austin and puts his hand on 
               his shoulder.

                                     BASIL EXPOSITION
                         Austin, I envy you.  Now you will 
                         have all kind of time for the ladi, 
                         I mean Chicks.  You can travel, maybe 
                         even settle down.  Come on I'll help 
                         you clean out your desk.

               Both Austin and Basil get up and leave the office.

                                                                    CUT TO:

               EXT. OUTSIDE HUMPING TO PLEASE LINGERIE SHOP -- DAY

               Austin enter the 'Humping to Please Lingerie Shop.  It is a 
               small shop in a busy business district.  A sign in the window 
               reads 'All our models are Humping to Please, discreet 
               Billing'.

                                                               DISSOLVE TO:

               INT. INSIDE HUMPING TO PLEASE LINGERIE SHOP -- DAY

               There is a  small waiting  area with a counter to the right.  
               There are eight curtains leading out of the waiting area.  
               The room is dimly lit with a reddish glow.  Austin goes up 
               to the counter.  He is very depressed.  A heavyset woman 
               approaches.

                                     AUSTIN POWERS
                         Is Judy in?

                                     STORE CLERK 1
                         Who?

                                     AUSTIN POWERS
                         Judy Putsout!

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     STORE CLERK 1
                         Hold on, Putsout, a man wants you!
                              (yelling to her back)

               Judy comes from behind the curtain wearing a scantily clad 
               lingerie.

                                     JUDY PUTSOUT
                         Austin you look terrible.  What's 
                         wrong?

                                     AUSTIN POWERS
                         They canned be baby.  I feel awful.  
                         Can we go to my pad now?

                                     JUDY PUTSOUT
                         Now?

               A beat

                                     JUDY PUTSOUT (CONT'D)
                         OK, Marge I am gone for today.  Tell 
                         Gladis.

                                                               DISSOLVE TO:

               EXT. OUTSIDE HUMPING TO PLEASE LINGERIE SHOP -- DAY

               Austin and Judy leave the shop.  The sight of Judy causes 
               automobile wrecks and pedestrians to bump into each other as 
               they stare at Judy.

                                                                    CUT TO:

               INT. AUSTIN'S PAD WITH JUDY PUTSOUT -- AFTERNOON

               Austin is setting on the sofa with Judy Putsout who is trying 
               to comfort Austin. 

                                     AUSTIN POWERS
                         Like Judy, I don't know what I am 
                         going to do now, being a spy was the 
                         only thing I was really good at.

                                     JUDY PUTSOUT
                         Come on Austin, there is something 
                         else you are good at, I mean why 
                         don't you write a book about chicks, 
                         you're pretty good with them.

               Austin  jumps up.

                                     AUSTIN POWERS
                         That's it, I'll write a book titled.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                         8.


                                     AUSTIN POWERS (CONT'D)
                         'How to Really Pickup, Really Horny 
                         Chicks who will Shag Your Brains 
                         Out'

                                                               DISSOLVE TO:

               INT. DOCTOR EVIL'S BOARD ROOM DAY

               Everyone is sitting around the table in the board room. 
               Doctor Evil enters waving his hands.

                                     DOCTOR EVIL
                         Please everyone remain seated.

               Doctor Evil Walks to the head of the table.

                                     DOCTOR EVIL (CONT'D)
                         I've been doing some investigation 
                         about Microhard  and with Scott's 
                         help, Scott!  Where is Scott.  Look 
                         I gave instructions for everyone to 
                         be here at 9:00 AM sharp, I arrive 
                         at 9:30 and I expect to see everyone 
                         here.  Scott!
                              (yelling)
                         OK he's  in big trouble this time, 
                         I'll send him to the torture chamber 
                         for three days.  Scott!

                                     FRAU FARBISSINA
                         Now, he is only a teenager.

                                     DOCTOR EVIL
                         I don't care, when I was a teenager 
                         I was foreclosing on widows property, 
                         I had orphans working 16 hours a day 
                         in my father's factory.  Scott!

               Scott comes into the room as if he has been a sleep stretches 
               his arms.

                                     SCOTT EVIL
                         Don't holler, what's the big deal?

                                     DOCTOR EVIL
                         Young man you're late.

                                     SCOTT EVIL
                         You're full of,

                                     DOCTOR EVIL
                         Watch what you say.  I told you to 
                         be here at the meeting at 9:00 its 
                         9:30 so what do you have to say for 
                         yourself?

-----------------------------------------------------------------------------------------------------
                                                                         9.


               Scott walks over to Doctor Evil.

                                     SCOTT EVIL
                         Like it's only 8:30 and you're crazy 
                         look at my watch.

                                     NUMBER TWO
                         Doctor Evil, 
                         I don't think Scott knew about  
                         Daylight Saving Time, remember he 
                         was raised in Arizona and they don't 
                         have Daylight Saving Time.

               Doctor Evil looks at Scott's watch and motions for him to 
               set down.  Doctor Evil looks a little confused.

                                     DOCTOR EVIL
                         Why Not?

                                     NUMBER TWO
                         I believe the state legislature feels 
                         it would be the federal government 
                         controlling them and they're against 
                         that.

                                     DOCTOR EVIL
                         So the rest of the frigging country 
                         is on daylight saving time and Arizona 
                         isn't!  That's crazy.

                                     NUMBER TWO
                         Well actually Indiana isn't on 
                         daylight saving time either or that 
                         is most of Indiana  isn't on daylight 
                         saving time, some of the city's in 
                         Northern Indiana and Southern Indiana 
                         are on daylight saving time.

                                     DOCTOR EVIL
                         Wait a minute that's insane how does 
                         anyone in Indiana know what time it 
                         is? -
                         Why isn't Indiana on daylight saving
                          time?

                                     NUMBER TWO
                         Well I guess the farmers feel  corn 
                         won't grow in daylight saving time.

                                     DOCTOR EVIL
                         Who cares about corn.

                                     NUMBER TWO
                         Well actually Doctor Evil we own 10,
                         000 acres, 

-----------------------------------------------------------------------------------------------------
                                                                        10.


                                      
                          

               Frau Farbissina whispers in Number Two's ears.

                                     NUMBER TWO
                         Make that 10,500 acres of corn fields 
                         in Indiana.  We just bought some 
                         foreclosed family farm yesterday.

                                     DOCTOR EVIL
                         So we are growing corn in Indiana?

                                     NUMBER TWO
                         No we don't growth the corn we just 
                         have corn fields, the federal 
                         government pays us a subsidy not to 
                         grow corn.  Last year we got about 
                         $2 million which we use to buy more 
                         foreclosed family farms.

                                     DOCTOR EVIL
                         The world has gone mad, and they 
                         call me evil!

               Scott starts to get up from his chair. 

                                     SCOTT EVIL
                         Do I need to stay for this?

                                     DOCTOR EVIL
                         Set down, we are here to talk about 
                         Microhard.  I can't believe people 
                         use their operating system.  It 
                         crashes all the time,  I can't watch 
                         movies and write a letter at the 
                         same time without getting a blue 
                         screen.  If you call Microhard for 
                         support, they put you on hold forever 
                         and then they blame the word processor 
                         that they created for crashing the 
                         operating system.  Its nuts.

               Everyone agrees by nodding their head.

                                     DOCTOR EVIL (CONT'D)
                         So I have decided that instead of 
                         just telling people we have built a 
                         better operating system, we will 
                         really build one, now what we,

               Number Two interrupts him

                                     NUMBER TWO
                         Doctor Evil how are we going to create 
                         an operating system?

-----------------------------------------------------------------------------------------------------
                                                                        11.


                                     SCOTT EVIL
                         That's the cool part!  We borrow 
                         some of Microhard's software engineers 
                         and make them an offer they can't 
                         refuse!

                                     DOCTOR EVIL
                         Scott are you at the head of the 
                         table?  I don't think so.  Now when 
                         you are at the head of this table 
                         you can answer the questions.  
                         Understand!

               Scott Lowers his head. 

                                     DOCTOR EVIL (CONT'D)
                         Now Number Two, what we are going to 
                         do is, well lets see, OK Scott you 
                         tell em.'

               Scott stands up with a gleam in his eyes. 

                                     SCOTT EVIL
                         Like thanks already!, This is so 
                         cool.  Here's the deal, every year 
                         Microhard rents a yacht and takes 
                         all there senior software engineers 
                         on an all day cruise in the Puget 
                         Sound.  Like I understand everyone 
                         gets real loaded.  All we do is nap 
                         some of the best ones.

                                     NUMBER TWO
                         But how are we going to nap them?

               Doctor Evil stands up looking upset. 

                                     DOCTOR EVIL
                         Look I am just the leader, I don't 
                         need to provide all the details, 
                         beside anyone who can get money from 
                         the government for not planting corn 
                         can I am sure figure out how to pull 
                         off this simple caper.

               Number Two writes some stuff down in his PAD.

                                                                    CUT TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- MORNING

               Inside Phil Rates very large Office, Phil is pacing the floor.  
               Steve Ballsher is Trying to calm him down, The Office has a 
               faked window that keeps changing outside scenes, it is some 
               type of prototype 'Living Adjustment Enhancer' that Phil has 
               patented.

-----------------------------------------------------------------------------------------------------
                                                                        12.


                                     PHIL RATES
                         Do I have to go on this damn staff 
                         cruise?  Hell I don't like those 
                         programmers anyway?

                                     STEVE BALLSER
                         Look Phil we go through this every 
                         year.  I know you don't like them, I 
                         don't like them either, but one day 
                         a year we need to treat them like 
                         kings.

                                     PHIL RATES
                         But all they talk about is bits and 
                         bytes.  Hell don't they have a life?

                                     STEVE BALLSER
                         Well maybe if you didn't make them 
                         work 75 hours a week they could talk 
                         about something else.

                                     PHIL RATES
                         What?

                                     STEVE BALLSER
                         Never mind, let's go on the cruise 
                         and don't try to pickup any of the 
                         women this year, I think Janet has a 
                         spy on board.

                                     PHIL RATES
                         Janet?

                                     STEVE BALLSER
                         Your wife!,  Phil I don't want to 
                         have to pay another two million 
                         dollars to her like I did last year.  
                         Put the receiver in your ear, so you 
                         can know who to give the bonus checks 
                         out to.

               Phil takes the ear receiver from Steve and puts it in his 
               ear 

                                     PHIL RATES
                         I just hope no one falls off the 
                         boat this year.

                                     STEVE BALLSER
                         Don't worry Phil, I've hired a new 
                         security company.  They will have 
                         three boats following us.  They are 
                         also tough enough to stop any pictures 
                         from being taken by the press.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        13.


                                     STEVE BALLSER (CONT'D)
                         I don't want to have to pay a lot of 
                         money again this year to destroy the 
                         pictures.  Here are the bonus 
                         envelopes.

               Steve hands the envelopes to Phil. 

                                                               DISSOLVE TO:

               EXT. THE BOAT DOCK -- MORNING

               Phil and Steve are walking to the boat dock to board the 
               yacht.  They stop at the gang plank. 

                                     STEVE BALLSER
                         Phil I would like you to meet our 
                         new security team.

               Steve takes a two way radio out of his pocket and speaks 
               into it.  A very large shadow starts walking toward the two 
               men.  The shadow gets closer it is Fat Bastard AKA Halsey 
               Harland.

                                     HALSEY  HARLAND  
                         Top of the morning gents.  How are 
                         you Mr. Steve?

                                     STEVE BALLSER
                         Halsey Harland  this is Microhard 
                         founder and CEO Phil Rates.

               Halsey Harland shakes hands with Phil.

                                     HALSEY  HARLAND
                         Mr. Phil, sir it is my pleasure to 
                         meet you on this grand morning.  And 
                         don't you be worrying about the press, 
                         if we see any of those scoundrel we 
                         will Kill them all.

                                     PHIL RATES
                         What?

                                     HALSEY  HARLAND
                         That is to say sir, we will separate 
                         them from any information and pictures 
                         they may have.  Yes sir its a pleasure 
                         to defend Microhard.  The SSS will 
                         be taking care of you.

               Phil looks shocked.

                                     PHIL RATES
                         What?

-----------------------------------------------------------------------------------------------------
                                                                        14.


                                     HALSEY  HARLAND
                         The Scottish Security Service!  If 
                         we can't do it no one can.  Top of 
                         the morning to you both, have a great 
                         cruise.

               Halsey goes around the the gang plank and gets into a smaller 
               boat.  Phil and Steve get on the yacht.  Steve gets out his 
               walkie-talkie.

                                     STEVE BALLSER
                         Ok control, open the public gate.
                              (speaking into the 
                              radio)

               A group of about 25-50 screaming females come running down 
               the barricaded area.  Some carry signs saying " Damn it, 
               Janet is a slut.  Dump her take me." And " I want Phil, to 
               father my child" and "Take me, I'm great in bed" Some of the 
               women are throwing their panties at the boat.  The guards 
               have a hard time holding back the crowd as the software 
               engineers come up the gang plank.  Phil is watching the whole 
               episode with delight.

                                     PHIL RATES
                         I want the little blond in the blue 
                         dress.

               Steve looks very upset.

                                     STEVE BALLSER
                         Phil !

                                     PHIL RATES
                         Steve you know Janet is just a gold 
                         digging slut.  Look just make it 
                         happen!  Tell everyone we have hired 
                         her as my personal server today.

                                                                    CUT TO:

               EXT. ON THE YACHT DAY

               One at a time the software engineers go up to Phil to shake 
               his hand and receive their bonus check.  Steve makes sure 
               each engineer spends no more than five minutes with Phil.  
               One slightly over weight man with a short beard and dirty 
               tee shirt that has a scantily clad woman on it approaches.

                                     PHIL RATES
                         Calvin Brewer, I am so glad to see 
                         someone I really know.  How long 
                         have you been working for me now, is 
                         it 20 years?
                              (Shaking hands with 
                              Calvin)

-----------------------------------------------------------------------------------------------------
                                                                        15.


                                     CALVIN BREWER
                         Yep it will be 20 years next March.  
                         It's a long way from your garage?  
                         What did you think about 'The Forward 
                         Pass?
                              (lowering his voice 
                              as he spoke)
                         I mean that will keep us on top for 
                         another 20 years once we perfect it.

               Phil moves closer to Calvin.

                                     PHIL RATES
                         I think its the best idea you ever 
                         had.  I know the bios will be able 
                         to support it within the next two 
                         years.  I was talking to Ray about 
                         it the other day.

               Handing Calvin his envelope.

                                     PHIL RATES (CONT'D)
                         Everyone knows there would not be a 
                         Microhard if it wasn't for the work 
                         that you, Benedick and Dean did.  
                         And don't go and try to buy into 
                         another major league team this year.  
                         Save some of the money!

                                     CALVIN BREWER
                         And Phil, thanks for the million you 
                         donated to The Alliance for Intercity 
                         Teens.  I know the kids would like 
                         to thank you.

               Turning to Calvin.

                                     PHIL RATES
                         I am glad I could help.  Enjoy the 
                         cruise.

               Calvin leaves.

                                                                    CUT TO:

               EXT. ON THE YACHT DAY

               A security guard takes notice of what was said.  He has an 
               earphone on and is taking notes.  

                                                                    CUT TO:

               EXT. ON THE YACHT DAY

               After Calvin leaves Phil turns to Steve.

-----------------------------------------------------------------------------------------------------
                                                                        16.


                                     PHIL RATES
                         I can't believe how dumb Calvin is.  
                         Hell he could ask for one million 
                         dollars a year, and It would still 
                         be under paying him.  What a schmuck.  
                         And those loser kids he works with.  
                         Well at least we get a tax write 
                         off.

                                     STEVE BALLSER
                         I know, I wouldn't be surprised if 
                         he isn't into this teen thing just 
                         to pickup someone.  I can see it 
                         now, we will need to spend all kinds 
                         of money to beat the Statutory Rape 
                         laws.  I mean god can you see anyone 
                         going to bed with him?  Oh well at 
                         least the other two don't hang out 
                         with the undeserving poor.  

               Steve motions for the next person to come up It's Benedick 
               Fairfax, A skinny nerd with a shit eating grin on his face.

                                     PHIL RATES
                         Benedick, I was just telling Steve 
                         how glad I was that I would get to 
                         see you.

                                     BENEDICK FAIRFAX
                         Yea, I mean, I kind of enjoy the 
                         cruises, Hope we have better food 
                         than last year.
                              (Looking lost)
                         Let's see what was I going to ask 
                         you, Wait a minute I remember, OK 
                         yea ugh oh what did you think about 
                         'The Forward Pass?'

                                     PHIL RATES
                         Its great, you guys have done it 
                         again.
                              (Whispering in 
                              Benedick's ear)
                         And I am sure this will speak for 
                         its self.

               Handing Benedick the bonus envelope.  Benedick opens and 
               takes out the check and looks confused.

                                     BENEDICK FAIRFAX
                         Now what's this for, oh yea the work 
                         I did, Hay thanks a lot.  Have you 
                         seen Joyce.

-----------------------------------------------------------------------------------------------------
                                                                        17.


                                     STEVE BALLSER
                         Now Benedick, let's not be whipping 
                         anything out this year.  Keep the 
                         python in its cage.  Or at least 
                         wait until she has had a couple of 
                         drinks, OK?

               Patting Benedick on the back.  Benedick nods his head and 
               leaves.

                                     PHIL RATES
                         I mean Benedick so creepy, his brains 
                         are fried.  I don't know how he gets 
                         any thing done at work.
                              (Looking at Steve)

                                     STEVE BALLSER
                         What to you expect?  After all he 
                         did over do it a bit.  You know what 
                         he has done to himself?

               A Beat

                                     STEVE BALLSER (CONT'D)
                         16 hours a day in front of a PC will 
                         do that to anyone.

               Someone with a shy look on his face approaches.

                                     PHIL RATES
                         Dean, good to see you again, how are 
                         you?

                                     DEAN AINSWORTH
                         Ok

                                     STEVE BALLSER
                         You had  another great year.  Phil 
                         has something for you.
                              (Turning to Phil)

                                     PHIL RATES
                         Dean, thanks for your hard work.

               He hands Dean the envelope.

                                     DEAN AINSWORTH
                         Ok, thanks.

               Dean walks away.

                                     PHIL RATES
                         Have you ever met anyone as 
                         introverted as Dean?  I don't think 
                         I have heard him say more then ten 
                         words?  Oh well I am sure glad we 
                         keep them insured!

-----------------------------------------------------------------------------------------------------
                                                                        18.


                                     STEVE BALLSER
                         Yep, I wish we could get more then 
                         10 million dollars for each of the 
                         Key employees, but it would raise 
                         the red flag.  Anyway 'The Forward 
                         Pass' will keep us in business for 
                         another 20 years.

               Phil looks over the yacht and the people on it, like a King 
               looking over his kingdom.

                                     PHIL RATES
                         Yes it  will kick ANL's butt they 
                         don't even know 'The Forward Pass' 
                         was their idea, or at least Sally 
                         Swinger's idea.

                                     STEVE BALLSER
                         Phil, shut up, the walls may have 
                         ears, remember they are still looking 
                         for her.

               Phil and Steve leave the area they are in walking toward the 
               bar.

               CU OF AREA WHERE THEY ARE STANDING. WE SEE A MCI BUG.

                                                                    CUT TO:

               EXT. ON THE YACHT DAY

               An explosion is heard.  There is lots of smoke.  Two security 
               guards grab Phil and Steve and take them to one side of the 
               boat where they disembark for a smaller boat that has just 
               pulled up.  There is pandemonium everywhere.  Two other guards 
               grab  Calvin, Benedick, and Dean spraying something in their 
               face.. Then they are thrown overboard.

               EXT. IN THE WATER DAY

               Calvin, Benedick and Dean are descending into the water.  
               They are unconscious.  A very small  submarine moves toward 
               them.  The submarine doors open and someone pulls them inside.

                                                                    CUT TO:

               EXT. ON THE YACHT DAY

               Everyone is panicked.  People are diving off the boat as  
               the boat PA announces.  'Off the boat.  It's going to blow!'  
               The three security boats are joined by four other boats 
               pulling folks from the water.  As the last person is pulled 
               from the water all the rescue boats race to get away from 
               the stricken yacht before it blows up.  The yacht is ablaze 
               and explodes.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        19.


               EXT. HALSEY  HARLAND'S  SECURITY BOAT DAY

               Halsey has a walkie-talkie and his belting out orders as he 
               walks toward Phil and Steve.

                                     STEVE BALLSER
                         What the hell happen.

                                     HALSEY  HARLAND
                         Hold on sir!.

               A beat

                                     HALSEY  HARLAND (CONT'D)
                         The engine blew, and that set fire 
                         in the engine room.  Hold on.
                              (As he talks in the 
                              walkie-talkie)
                         I don't care.  I want a count and I 
                         want it now!
                              (Turning back to Steve)
                         I think we have picked-up everyone, 
                         I'll know in a minute.

                                     PHIL RATES
                         How could you know  some of the people 
                         were picked-up be the other boats?

                                     HALSEY  HARLAND
                         Those were our extra boats Mr. Phil.  
                         Hold on.

                                     STEVE BALLSER
                         But I thought I only paid for three 
                         security boats.

                                     HALSEY  HARLAND
                         That you did, But I always have 
                         backups, just in case.  Hold on 
                         please.

               Halsey is talking into the walkie-talkie.  He is upset.

                                     HALSEY  HARLAND (CONT'D)
                         I have some bad news.  There are 
                         three  people missing.  I'll have 
                         their names shortly.

               A beat

                                     HALSEY  HARLAND (CONT'D)
                         Are the divers looking!
                              (Into the walkie-talkie)
                         OK I understand.

               A beat

-----------------------------------------------------------------------------------------------------
                                                                        20.


                                     HALSEY  HARLAND (CONT'D)
                         I am afraid I have some very bad 
                         news.  The three are Calvin Brewer ,  
                         Benedick Fairfax, and   Dean 
                         Ainsworth.  It looks like we lost 
                         them.

               Turning to Steve and Phil.

                                     STEVE BALLSER
                         My God, are you sure?

                                     HALSEY  HARLAND
                         Yes Sir!

                                     PHIL RATES
                         Halsey don't worry, you did everything 
                         you could.  I need to ask you, and 
                         don't think I am cold.  Can we keep 
                         this quite for awhile?  I mean I can 
                         control the people who work for me, 
                         can you keep your people from saying 
                         anything?

                                     HALSEY  HARLAND
                         Not to worry, no one will say 
                         anything.  You can count on me Sir.
                              (With a somber look 
                              on his face)

                                     PHIL RATES
                         Steve you need to get a press release 
                         out saying everyone was rescued.  
                         And get aboard each boat to control 
                         our people.  Can we get Steve to 
                         each of the other boats.
                              (Turning to Halsey)

                                     HALSEY  HARLAND
                         Consider it done.

                                     PHIL RATES
                         Ok everyone lets get to work!

               Steve starts making phone calls on his secure cell phone.  
               Halsey turns and the looks on his face turns into a smile 
               once he is out of site of Steve and Phil.  The boat they are 
               on move closer to another boat.  Halsey walks passed  the 
               lady with the blond hair and blue dress and winks at her as 
               she goes below to get out of site.  Steve gets on another 
               boat still talking on his cell phone as the boat that Phil 
               is on moves closer to shore.

                                                               DISSOLVE TO:

-----------------------------------------------------------------------------------------------------
                                                                        21.


               INT. DOCTOR EVIL'S BOARD ROOM DAY

               Everyone is seated in the board room.  Doctor Evil enters 
               the room waving his hands.

                                     DOCTOR EVIL
                         Please stay seated.

               Some of the people around the table shake their heads as 
               they look down so as not to be seen by Doctor Evil.  Doctor 
               Evil takes is place at the head of the table.  Number Two 
               hands Doctor Evil a report of the events of yesterday on the 
               yacht.  Doctor Evil reads the report in record time smiling 
               as he reads each page.

                                     DOCTOR EVIL (CONT'D)
                         I Can't believe it!  Phil Rates 
                         kidnaped Sally Swinger from ANL.  
                         That's terrible!

               Number Two coughs.

                                     DOCTOR EVIL (CONT'D)
                         What we it was for the better good.  
                         Is everyone OK?

                                     NUMBER TWO
                         Yes, they all think they have been 
                         working for us forever.  I have moved 
                         300 computer programmers from   other 
                         operations to help create our new 
                         operating system.  The latest estimate 
                         is it will take another four weeks.  
                         In three weeks we will leak the story 
                         that three senior software engineers 
                         were lost in the accident to the 
                         press.  Then the following day you 
                         will unveil Dresser 2004 at the annual 
                         Microhard Haters Conference.  We 
                         will dump all our microhard stock 
                         the next day.

               Doctor Evil is looking around the table.

                                     SCOTT EVIL
                         Yea, you know that Benedick Fairfax   
                         invented Pac Man when he was 12 years 
                         old?
                              (looking at Doctor 
                              Evil)

                                     DOCTOR EVIL
                         What's a Pac Man?

               Doctor Evil has a very confused look on his face.

-----------------------------------------------------------------------------------------------------
                                                                        22.


                                     SCOTT EVIL
                         On man, you see that's what I am 
                         talking about.  Why can't you be 
                         normal like other kids dads.  Frank's  
                         dad was Pac Man champion in 82!

               Doctor Evil is upset.

                                     DOCTOR EVIL
                         What the hell is a Pac Man?
                              (turning to Number 
                              Two)

                                     NUMBER TWO
                         You know what pinball is?

                                     DOCTOR EVIL
                         Of course, when I was a kid, I 
                         invented a slog nickel, it had a 
                         wire on it.  One night I 'broke the 
                         bank' at the Truck Stop., So is Pac 
                         Man like that, cost a nickel?

                                     NUMBER TWO
                         Well I believe it cost a quarter 
                         back in the 80's, but it was a game, 
                         kind of like pinball.  The object of 
                         the game was to eat all stuff, before 
                         you were gobble up.

                                     DOCTOR EVIL
                         Ok, I want a Pac Man game here today!

                                     NUMBER TWO
                         Doctor Evil, the games are almost 
                         antique, and they will cost a lot of 
                         money.  Are you sure you want one.

                                     DOCTOR EVIL
                         Number two, how much do I pay you?

                                     NUMBER TWO
                         Let's see, my salary is $900,000.00 
                         a year.

                                     DOCTOR EVIL
                         Yes but I paid you over fifty million 
                         dollars last year!  So where did the 
                         other money come from?

                                     NUMBER TWO
                         Doctor Evil, that's just the standard 
                         compensation package, bonus's, stock 
                         options, no interest, never need to 
                         repay executive loans, that sort of 
                         stuff.

-----------------------------------------------------------------------------------------------------
                                                                        23.


                                     DOCTOR EVIL
                         Well I believe you can afford to buy 
                         me a Pac Man game!  Scott
                              (turning to Scoot)
                         I challenge you to a game in the 
                         morning.

                                     SCOTT EVIL
                         Cool!

               INT. DOCTOR EVIL'S BOARD ROOM DAY

               Everyone except Doctor Evil and Scott are seated at the table.  
               Scott enters followed by Doctor Evil

                                     SCOTT EVIL
                         Everyone, it was awesome!  His score 
                         was 3,333,360 !  A perfect score!  
                         Like No one ever scored 3,333,360 .
                              (Addressing the 
                              assembled group)
                         That was so Cool!
                              (Turning to Doctor 
                              Evil)

               The two take there seats at the table.

               Doctor Evil Stands and Looks around the table.

                                     DOCTOR EVIL
                         No wonder the world is in such a bad 
                         shape.  That Pac Man game would make 
                         any kid bad, it teaches violence to 
                         young kids.  I'm glad to see the 
                         game is no longer around.  Teaching 
                         all the evil could create very evil 
                         people.  I mean I can't stand too 
                         much competition.

                                     NUMBER TWO
                         Well Doctor Evil today's games make 
                         Pac Man look like a Sunday School 
                         Lesson.  There is realistic blood, 
                         Sex and Death and Mutilation, that 
                         sort of thing.

               Doctor Evil looks at Number Two with a discussed look on his 
               face.

                                     DOCTOR EVIL
                         I mean what moron would create such 
                         games for kids?  That's insane

               Number Two Interrupts Him.

-----------------------------------------------------------------------------------------------------
                                                                        24.


                                     NUMBER TWO
                         Well Actually Doctor Evil we own the 
                         company that creates the most violence 
                         games.  The company earns us a 
                         fortune.  Our research shows that 
                         the mature action packed, which as 
                         you know is the same as saying 
                         violence - evil games are played by 
                         unsuspecting kids as young as ten 
                         years old.  So we know they will be 
                         our customers for many years to come.  
                         But you shouldn't worry about someone 
                         as Evil as you, I mean you are the 
                         top dog, uno numero, the big cheese.

               Doctor Evil tries to say something.

                                     NUMBER TWO (CONT'D)
                         The Chairman of the board, the Big 
                         Kahuna, the Top Dog, De Man, die 
                         Numerus eine, The Big Boss, The Top 
                         of the heap. 

                                     DOCTOR EVIL
                         All right enough of this!  Number 
                         Two please bring us up to date.

                                     NUMBER TWO
                         Well Doctor Evil, The annual meeting 
                         of International Microhard Hater's 
                         Association is next week.  You are a 
                         secret Guest.  You will stun the 
                         world by announcing a new Operating 
                         System that will be released soon.  
                         Doctor Evil you will become the hero 
                         of the group.

               Doctor Evil seems pleased.

                                                               DISSOLVE TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- AFTERNOON

               Phil is setting at his desk looking this way then the other 
               way.  He has a board look on his face.  Steve comes into the 
               office.

                                     STEVE BALLSER
                         Phil.

               Phil ignores Steve.

                                     STEVE BALLSER (CONT'D)
                         Phil!

               Phil looks at Steve.

-----------------------------------------------------------------------------------------------------
                                                                        25.


                                     PHIL RATES
                         Yes what's up.

               Steve comes around Phil's large desk close to Phil.

                                     STEVE BALLSER
                         Something is up at the annual meeting 
                         of International Microhard Hater's 
                         Association next week.  The Keynote 
                         speaker is a secret.  But those ass 
                         holes are getting the press to attend.  
                         I don't understand.

               Phil shakes his head.

                                     PHIL RATES
                         Look Steve, let them make fools of 
                         themselves, look what are they going 
                         to do tell the world they have 
                         acquired a majority of the stock?  
                         Relax I'm worried about those SOB's 
                         at the Justice Department, I thought 
                         after the election things would be 
                         different.

                                     STEVE BALLSER
                         Don't worry about them, you know you 
                         gave the Attorney General's brother 
                         that big contract.  They are not 
                         going to bother us any more.  But I 
                         don't know about the idiots who will 
                         meet next week.

                                     PHIL RATES
                         Let them have their seven minutes of 
                         fame.  Beside in a few years I will 
                         control everything.

                                                                  FADE OUT:

               FADE IN:

               INT. A LARGE MEETING HALL -- DAY

               A large hall with a few hundred people.  There are signs on 
               the Wall that read' Microhard Software Sucks' Phil Rates is 
               the Devil' " Boycott Microhard' Someone on the speaker stand 
               is bring the meeting to order.

                                     SPEAKER1
                         Welcome to the annual meeting of 
                         International Microhard Hater's 
                         Association.  It is so good to see 
                         everyone.  I know after you hear our 
                         surprise guess speaker you will know 
                         that our prayers have been answered.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        26.


                                     SPEAKER1 (CONT'D)
                         And so I call to order this the 
                         fifteen annual meeting of 
                         International Microhard Hater's 
                         Association.

               Cheers from the crowd!

                                     SPEAKER1 (CONT'D)
                         Now it is my pleasure to introduce 
                         you to our President and founder 
                         Nathan Zusman.

               More Cheers.

                                     NATHAN ZUSMAN
                         Thank you.  Thank you.  And Thank 
                         you Tommy for that great introduction.
                              (pause)
                         Are you ready to see the destruction 
                         of Microhard?

               The crowd shouts back Yes

                                     NATHAN ZUSMAN (CONT'D)
                         I can't hear you.

               The crowd shouts louder.

                                     NATHAN ZUSMAN (CONT'D)
                         That's better.  Today it is my 
                         pleasure to introduce you to a great 
                         and good man.  A man who unlike the 
                         other chickens and cowards has decided 
                         to take on Rates and his bug ridden 
                         software.  A man who at great cost 
                         and sacrifice will change the world 
                         and I know become a hero to everyone.  
                         I am pleased to introduce you to our 
                         new friend and benefactor.  Doctor 
                         Evil.

               The crowd yells its approval.  Doctor Evil goes up to the 
               podium and waves his hands around.

                                     DOCTOR EVIL
                         Please stay seated.  Thank you.  Yes 
                         thank you very much.  OK
                              (pause)
                         You know it was just recently that I 
                         tried to use a computer.  Well What 
                         do you  think happen?  It locked up.  
                         It didn't work.  So I called the 
                         folks at Microhard Support, after it 
                         took me an hour to find a phone number 
                         to call.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        27.


                                     DOCTOR EVIL (CONT'D)
                         Well after they took my fifty dollars 
                         they told me it was the
                              (making a quotation 
                              mark with his hands)
                         Computer.  The Computer.  Well it 
                         turns out I make the computer and 
                         well the computer is find, the problem 
                         is that Microhard's Operating System 
                         Sucks!

               The crowd yells its approval.

                                     DOCTOR EVIL (CONT'D)
                         So I turned to Number Two, he's second 
                         in command,   and told him let's 
                         build an Operating System that works!

               More yells.

                                     DOCTOR EVIL (CONT'D)
                         Number Two who usually agrees with 
                         what I say, tells me no one can 
                         compete with Phil Rates, the richest 
                         man in the world.  Well I am not the 
                         richest man in the world but I am 
                         not the dumbest man either.  I tell 
                         Number Two let's build a better 
                         Operating System.  And friends I am 
                         here today to tell you that in a few 
                         weeks I am releasing a new operating 
                         system that will work and run all 
                         the software you are currently 
                         running.  The Operating System is 
                         called Dresser 2004!

               More yells from the crowd!

                                     DOCTOR EVIL (CONT'D)
                         So what do you think I should charge 
                         for an Operating System that actually 
                         works?  $299.00 well that's what 
                         Phil Rates charges.  No, I say No, 
                         not $299.00 what would you say if I 
                         told you we are to sell Dresser 2004 
                         for $199.00?

               More yells from the crowd.

                                     DOCTOR EVIL (CONT'D)
                         But wait a minute I wanted to 
                         something really big.  So if you 
                         order now you will not have to pay 
                         $199.00.  How does $99.00 sound?

               The crowd yells Yes.

-----------------------------------------------------------------------------------------------------
                                                                        28.


                                     DOCTOR EVIL (CONT'D)
                         OK, No I can do better than that.  
                         Anyone who places an order within 
                         the next 7 days can receive Dresser 
                         2004 which will retail for only 
                         $199.00 for
                              (pause)
                         Now listen up.  Only $49.99.  That's 
                         right $49.99 make your check out to 
                         DE Empire and I'll even pay shipping 
                         and handling.  Mail your check to me 
                         Doctor Evil, Tucson AZ  and I'll see 
                         that you will be the first to receive 
                         this new Operating System.  It comes 
                         with a money back Guarantee.

               The crowd goes crazy.

                                     DOCTOR EVIL (CONT'D)
                         And now here is the commercial that 
                         we will run on prime time on all 
                         network and cable channels on Thursday 
                         night.

               The house lights dim and an image is displayed on the screen.  
               Doctor  Evil waves and leaves.

                                                                    CUT TO:

               INT. A HOME OFFICE -- CONTINUOUS

               A man is setting in front of his computer typing something.  
               He looks upset as he his moving his mouse around.  HE bangs 
               his hand into the table.

                                     VOICE OVER
                         We all know the 99% of the worlds 
                         computers use Microhard's Operating 
                         System.  We all know of the 
                         frustration we feel when the Operating 
                         System crashes, or nothing seems to 
                         work.

               The man picks up the phone and pounds a number.

                                     VOICE2
                         Your approximate time on hold will 
                         be 2 hours.

               The man throws the phone to the floor.

                                     VOICE OVER
                         What you may not know is the software 
                         that powers your Television is also 
                         made by the incompetent people at 
                         Microhard.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        29.


                                     VOICE OVER (CONT'D)
                         Not only that, they  make the software 
                         that powers your microwave and coffee 
                         maker.
                              (pause)
                         But after all these years of 
                         frustration with software that never 
                         works there is finally hope.

               A light beam from space shines on the man and his computer.

                                     VOICE OVER (CONT'D)
                         Doctor Evil has created a new 
                         Operating System that will change 
                         the way you work.  An Operating System 
                         that works, the first time and every 
                         time. 24/7 support with software 
                         engineers who will answer your call 
                         within 60 seconds.

               The screen on the computer changes to the Dresser 2004 desk 
               top.

                                     VOICE OVER (CONT'D)
                         Best of all this new Operating System, 
                         Dresser 2004 cost only $199.00 But 
                         if you order now you can receive 
                         Dresser 2004 for only $49.99.  That's 
                         right $49.99.  Make your check out 
                         to DE Empire and mail today to Doctor 
                         Evil Tucson AZ. 

                                                               DISSOLVE TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- LATER

               Phil Rate is banging his hand on his desk.  Steve is in the 
               office.

                                     PHIL RATES
                         What the hell is going on.  How could 
                         anyone develop an Operating System 
                         and no one here knew anything about 
                         it?  Who is this Doctor Evil?

                                     STEVE BALLSER
                         Look Phil I am upset too.  I am trying 
                         to find out.  Calm down.

               Someone comes barging into Phil's Office.

                                     PHIL RATES
                         Counter what do you want.

                                     B COUNTER
                         The stock just dropped 30%.  Someone 
                         just dumped a large block of stock.

-----------------------------------------------------------------------------------------------------
                                                                        30.


               B throws  some papers on Phil's desk.

                                     STEVE BALLSER
                         That's just great.  Look Phil I've 
                         got as much, more to loose than you.  
                         I am not going back to selling used 
                         cars!
                              (pause)
                         B why are you still in room you are 
                         just the old CFO and CFO's are a 
                         dime a dozen these days, that is if 
                         they are not all in prison.

                                     B COUNTER
                         Do you want to buy more stock.

                                     PHIL RATES
                         Yes

                                     STEVE BALLSER
                         No, Phil let's wait and see what 
                         happens.  We have a large payment 
                         due the banks next week.  We had 
                         better hold on the cash we have.

                                     PHIL RATES
                         OK

               B leaves the room as another man bumps into him as he enters 
               the office.

                                     DICK DICKSON
                         You sent for me.

               Phil looks up at Dick and then at Steve.

                                     PHIL RATES
                         Who the hell is that?

                                     STEVE BALLSER
                         That's Dick Dickson VP of security.
                              (pause)
                         Dick what do you know about this 
                         Doctor Evil?

                                     DICK DICKSON
                         Nothing!  No one can find any 
                         information about Doctor Evil, but 
                         DE Empire is a very large 
                         conglomerate, it's private, we assume 
                         Doctor Evil is the owner.  The front 
                         man at DE Empire is Number Two.

                                     STEVE BALLSER
                         Number Two!

-----------------------------------------------------------------------------------------------------
                                                                        31.


                                     PHIL RATES
                         Number Two!

                                     DICK DICKSON
                         Number Two.  We don't

                                     PHIL RATES
                         Is there an echo in here?  Dick why 
                         didn't your boys know about any of 
                         this?

                                     DICK DICKSON
                         I don't know.  We were surprised as 
                         you were.

               Phil gets up and shakes his head.

                                     PHIL RATES
                         OK Dick thank you.

               Dick leaves.  Steve is looking at Phil.

                                     STEVE BALLSER
                         What a Prick.

                                     PHIL RATES
                         Who?

                                     STEVE BALLSER
                         Dick.

                                     PHIL RATES
                         What's Dick's a prick?

                                     STEVE BALLSER
                         Yes.  Phil lets get that man we had 
                         for the company cruse to do some 
                         under cover work.  I bet he can gig 
                         up some dirt of the Doctor Evil 
                         fellow.

                                     PHIL RATES
                         What cruse?

                                     STEVE BALLSER
                         The cruse with software engineers, 
                         you remember the one where we lost 
                         our star developers!

                                     PHIL RATES
                         Right, OK set it up.

                                                               DISSOLVE TO:

-----------------------------------------------------------------------------------------------------
                                                                        32.


               INT. DOCTOR EVIL'S BOARD ROOM -- AFTERNOON

               Everyone is at the table.  Doctor enters the room carrying a 
               bunch of newspapers he starts waving his hand.

                                     DOCTOR EVIL
                         Please everyone stay seated.

               Number Two looks around the table.  Everyone is trying to 
               hold back a chuckle.

                                     NUMBER TWO
                         Doctor Evil, no one was standing!

                                     DOCTOR EVIL
                         Well you should stand when I enter 
                         the room.  I am the new hero of the 
                         world.  Here what does it say say.

               Doctor throws the paper on the Table.

               Frau Farbissina picks up the paper. 

                                     FRAU FARBISSINA
                         Let's see oil prices sore, thousands 
                         laid off at energy giant.

               Doctor Evil grabs the paper from Frau Farbissina.

                                     DOCTOR EVIL
                         No.  Here.  It says Doctor Evil and 
                         his new Operating System, Dresser 
                         2004 saves the World.  Not bad for a 
                         kid from Shithall Kansas.

               Number Two looks agitated.

                                     NUMBER TWO
                         Doctor Evil may I get down to 
                         business?

                                     DOCTOR EVIL
                         Well the bathroom is down the hall.
                              (laughing)
                         OK, so how much money did we take 
                         in.

                                     NUMBER TWO
                         So far we have received 13 million 
                         checks.  We estimate when all is 
                         said and done we will receive another 
                         20 million checks.

                                     DOCTOR EVIL
                         Well that's not too bad.

-----------------------------------------------------------------------------------------------------
                                                                        33.


                                     NUMBER TWO
                         Well it gets better.  We are 
                         automatically signing everyone up 
                         for premium support for $99.00 per 
                         year and we are debiting their bank 
                         account now that we have all their 
                         account numbers.

                                     DOCTOR EVIL
                         What if anyone questions the debit 
                         from their bank accounts?

                                     NUMBER TWO
                         That's the great part.  We will 
                         explain that they will be assigned a 
                         personal support person, if they 
                         persists we will credit back the 
                         money, but about 80% will never notice 
                         or call.  It's like when you buy 
                         something at a store and the sign 
                         reads on sale for 99 cents.  But 
                         when the item is scanned it scans 
                         for $1.25.  Most people will never 
                         notice those who do are told it was 
                         a computer error.

               Doctor Evil has a confused look on his face.

                                     DOCTOR EVIL
                         And  there are stores that do this?

                                     NUMBER TWO
                         Of course, all stores do that, 
                         otherwise they would never stay in 
                         business.  We sell special scanners 
                         to help stores charge more that the 
                         advertise price.  They sell like hot-
                         cakes.

                                     DOCTOR EVIL
                         OK anything else?

               Fat Bastard slowly stands up.

                                     FAT BASTARD
                         You are not going to believe this.  
                         Phil Rates as hired me to spy on 
                         Doctor Evil.

               Everyone in the room laughs.  Doctor Evil makes a telescope 
               with his hands looking around the table.  Everyone laughs.  
               Fat Bastard also makes a telescope with his large hands and 
               points it at Doctor Evil, who is across the table.  The two 
               men look into their telescopes looking over every inch of 
               each other.  Everyone in the room laughs more.  Number two 
               is waving his hands trying to get folks to calm down.

-----------------------------------------------------------------------------------------------------
                                                                        34.


                                     NUMBER TWO
                         You know this is just the break we 
                         need.

                                     DOCTOR EVIL
                         What are you talking about?  Having 
                         Fat Bastard spy on me is the the 
                         break we need.

                                     NUMBER TWO
                         Look Doctor Evil, we can have Fat 
                         Bastard tell Phil Rates that you 
                         wish you had never tired to create 
                         an operating system, and that you 
                         wish you could meet with him to work 
                         out some deal.

                                     DOCTOR EVIL
                         Why?

                                     NUMBER TWO
                         His confidences will go up, he will 
                         agree to meet with you alone, Phil 
                         Rates is never alone outside his 
                         office.

                                     DOCTOR EVIL
                         Oh I see when we meet then I can 
                         kill him.  Good I like, the SOB 
                         deserve to die, look at all the 
                         suffering he has caused the word his 
                         crappie software he created.

               Number hold his hands.

                                     NUMBER TWO
                         No Doctor Evil we are not kill Phil 
                         Rates, but you are going to kill his 
                         ego.  You will meet with him, put 
                         him down, then the next day we will 
                         dump more Microhard software  stock 
                         and the stock will really take a 
                         nose dive.  Fat Bastard this is what 
                         you tell Phil Rates.

                                                               DISSOLVE TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- AFTERNOON

               Fat Bastard, Steve is with Phil who is behind his desk.

                                     HALSEY  HARLAND
                         So sir as you can see this Doctor 
                         Evil fellow well he's blowing smoke, 
                         so my advice is for you to set up a 
                         meeting.

-----------------------------------------------------------------------------------------------------
                                                                        35.


                                     STEVE BALLSER
                         Thank you Halsey, Phil do you have 
                         any questions?
                              (Turning to Phil)

                                     PHIL RATES
                         No, god job Halsey.

               Fat Bastard leaves the office.  Phil gets up from his chair 
               and walks around to where Steve was setting.  Steve stands 
               up.

                                     PHIL RATES (CONT'D)
                         I don't know, I mean if things were 
                         going that bad why didn't some of 
                         his people call us.

                                     STEVE BALLSER
                         Phil, look this is our lucky day.  
                         Doctor Evil doesn't know that we 
                         know things aren't going all that 
                         well for him, so if you call him up 
                         now, you know on the pretense that 
                         you want to see the rhetoric calmed 
                         down.  When we meet with him offer 
                         to cover his loses and have him back 
                         off.

                                     PHIL RATES
                         So you think I should call him, or 
                         should you set up the meeting?

                                     STEVE BALLSER
                         I'll call this Number Two character 
                         to set up the meeting, I'll call him 
                         him now.

               Steve picks up the phone.

                                     STEVE BALLSER (CONT'D)
                         Margie get Number Two on the line, 
                         at DE Empire.

                                                               DISSOLVE TO:

               INT. DOCTOR EVIL'S BOARD ROOM AND PHIL RATES OFFICE-SPLIT 
               SCREEN DAY

               Someone busses the intercom.  Number is standing in the board 
               room Doctor Evil is beside him close to a speaker phone.

                                     INTERCOM VOICE
                         Number Two is on line one.

               Steve punches a button ont he speaker phone.

-----------------------------------------------------------------------------------------------------
                                                                        36.


                                     STEVE BALLSER
                         Number Two, hello, this is Steve 
                         Ballser of Microhard.

                                     NUMBER TWO
                         Hello, are you alone, is anyone else 
                         on the call?

               Steve winks at Phil.

                                     STEVE BALLSER
                         No I am all by my self, anyone else 
                         on your end?

                                     NUMBER TWO
                         No just me.

               Doctor Evil covers his mouth to keep the phone from picking 
               up his laugher.

                                     STEVE BALLSER
                         Good.  Look a nasty ad campaign is 
                         going to cost us both money, I would 
                         like for you and Doctor Evil and 
                         Phil and I to have a private meeting, 
                         you know to see if we could work 
                         anything out.  I think I can convince 
                         Phil to meet with you folks.

                                     NUMBER TWO
                         You know Steve, that's funny because 
                         I was just thinking the same thing.  
                         But Doctor Evil would want to meet 
                         alone with Phil.  I know how Doctor 
                         Evil thinks.  So If Phil is willing 
                         to meet him alone in a public place, 
                         say in Mighty Mac's House of New 
                         Music, at well lets say 8:30 tonight 
                         before the crowd arrives we have a 
                         deal.

               Doctor Evil is shaking his head yes, Phil is shaking his 
               head no he is very upset.  Steve presses the mutt switch.

                                     STEVE BALLSER
                         Phil, calm down!

               Steve turns the mutt switch off.

                                     STEVE BALLSER (CONT'D)
                         Let me run this by Phil, if I can 
                         catch him and I'll get back to you.  
                         OK?

-----------------------------------------------------------------------------------------------------
                                                                        37.


                                     NUMBER TWO
                         Steve, I can keep Doctor Evil's 
                         schedule clear tonight for long, so 
                         call me back within twenty minutes.  
                         Good Bye

                                                               DISSOLVE TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- CONTINUOUS

               Phil is upset.

                                     PHIL RATES
                         Look I can't meet anyone by myself.  
                         I mean what if ask me a question you 
                         know I really don't have a clue about 
                         anything.

               Steve is trying to calm down Phil.

                                     STEVE BALLSER
                         Look Phil it will be OK, it's not 
                         the guy is going to kill you!  We 
                         will wire you so we will know what 
                         is being said and I'll have the SWAP 
                         team a block away.  This could be 
                         our chance, if they're worried we 
                         can go in for the kill, just don't 
                         seem too anxious, lets see what he 
                         has to say.

                                                               DISSOLVE TO:

               INT. DOCTOR EVIL'S BOARD ROOM DAY

               Number two is talking to the hands free phone.  Both Doctor 
               Evil and Number are very happy.

                                     NUMBER TWO
                         Good, Doctor Evil will meet him 
                         tonight.  Good bye

               Number two turns to an elated Doctor Evil.

                                     NUMBER TWO (CONT'D)
                         He going to meet you.  I'll have the 
                         signal busters setup.  His people 
                         will hear a fake conversion taking 
                         place.  Also I'll take care of the 
                         SWAP team.

               Doctor Evil looks very happy as the both leave the room.

                                                               DISSOLVE TO:

-----------------------------------------------------------------------------------------------------
                                                                        38.


               INT. MIGHTY MAC'S HOUSE OF NEW MUSIC -- NIGHT

               Doctor Evil is setting at a table in a dimly lit bar.  The 
               band is doing a sound check playing a few bars of their songs 
               that will perform later that night.  Cautiously Phil Rates 
               approaches the table, looks over everything.  His eyes are 
               looking around.  Doctor Evil is becoming impatient that Phil 
               has not sit down.  Slowly Phil takes a seat by Doctor Evil.

                                     PHIL RATES
                         Doctor Evil, I am Phil Rates it is 
                         good to meet you.

               Holding out his hand.

                                     DOCTOR EVIL
                         OK, enough of the nicely!  So you 
                         are the Phil Rates, the richest man 
                         the world, maybe the universe.  You 
                         know I wanted to kill you but Number 
                         Two said I shouldn't, Scott, my son 
                         was all ready with the Mk14 I gave 
                         me him for his birthday.  Kids what 
                         do you do?

               Phil is not sure how to take what Doctor Evil is saying, he 
               thinks its some kind of joke.

                                     PHIL RATES
                         Yes today's kids, I don't know, they 
                         just don't want to work hard, they 
                         want it and they want it now, they 
                         hate any competition for their 
                         affection, it's ME, ME, ME.  I don't 
                         where they get that from.

                                     DOCTOR EVIL
                         Well like I told Scott why waist the 
                         bullets, my idea was to drop you in 
                         a cage with man eating penguins.  
                         They kill you slowly, you know first 
                         they eat your eyeballs, then they 
                         eat your noise, well the fingers are 
                         next, well you get the idea.  But I 
                         don't know if you are good enough 
                         for my man eating penguins!

               Phil is becoming upset, he can't figure out what to say, he 
               is waiting for his team to come rescuer him but little does 
               he know that they are hearing a quiet conversation.

                                     PHIL RATES
                         You're crazy there are no such thing 
                         as man eating penguins!

-----------------------------------------------------------------------------------------------------
                                                                        39.


                                     DOCTOR EVIL
                         Yes there are!  I did some gene 
                         splicing, you know we took a man 
                         eating shark and a penguin and well 
                         we created a man eating penguin.  I 
                         have about a hundred of them now.

                                     PHIL RATES
                         Why would you want to have man eating 
                         penguins?

                                     DOCTOR EVIL
                         Well it's the help, these days that 
                         are, well how can I say it, you know 
                         they are crap!  So when they really 
                         screw up into the cage they go with 
                         the man eating penguins for a couple 
                         of hours.  Of course then they come 
                         out of the hole minus an yes or noise 
                         but I'll tell you one thing they 
                         don't screw up again!

                                     PHIL RATES
                         Really?
                              (pause)
                         Anyway could I buy some of them?

                                     DOCTOR EVIL
                         No!  Create your own.  Look we are 
                         not here to talk about the sorry 
                         state of the help you hire.  We are 
                         here to tell you it's over.  It over, 
                         you're done, coputed, finished, washed 
                         up.

               Just then mini-me walks over to the table.  Phil is shocked 
               as he first looks at Doctor and then Mini-me.

                                     DOCTOR EVIL (CONT'D)
                         Mini-me, this is the one and only 
                         Phil Rates chairman of Microhard 
                         Software.

               Mini-me spits at Phil the spit hits his trousers at his 
               crotch.

                                     PHIL RATES
                         What the hell, I am getting out of 
                         here.

               Phil starts to stand up when mini-me kicks him in the knee.

                                     DOCTOR EVIL
                         You leave when I say you can leave, 
                         not before.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        40.


                                     DOCTOR EVIL (CONT'D)
                         You know I can see it now, oh excuse 
                         me, where are my manners, Phil Rates 
                         this is Mini-me, he is a clone of 
                         me, well we hadn't perfected the 
                         process but I do rather like him, I 
                         mean he would never suggest that I 
                         use a bullet to kill you like Scott 
                         my crazy son.

               Phil is afraid and wonders why no one has arrived to rescue 
               him.

                                     PHIL RATES
                         So what are you going to do now.

                                     DOCTOR EVIL
                         I am going home, in a few months you 
                         will be standing in front of the 
                         Lexus Dealer begging for a few hundred 
                         dollars to buy a bottle of Dom 
                         Perignon.  What I sight.  You see 
                         Phil, the whole world loves me, and 
                         well I must say you brought this on 
                         yourself releasing software that 
                         doesn't work, terrible support.  All 
                         those updates.  Oh well I will enjoy 
                         watching your empire tumble and since 
                         you may be working for me soon 
                         remember what I told you about the 
                         penguins.

               Doctor Evil get up and starts to walk out.  He turns and 
               looks a Phil one last time.

                                     DOCTOR EVIL (CONT'D)
                         You can leave now.

               Phil just sits there for a moment or two, he is getting very 
               mad.  Phil slams his fist into the table, then pushes the 
               table over and leaves.

                                                               DISSOLVE TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- MORNING

               Phil is pacing the floor, Steve is there his head is lowered, 
               Dick Dickson is standing beside Phil.

                                     PHIL RATES
                         Ok let me get this straight, you 
                         didn't here Doctor Evil threaten me 
                         with man eating penguins, or the 
                         clone who spit on me?

-----------------------------------------------------------------------------------------------------
                                                                        41.


                                     STEVE BALLSER
                         Look Phil we have been over this 
                         many times.  Doctor Evil must have 
                         planted a something to disrupt the 
                         wire that was on you, the only thing 
                         we heard was casual conversion, You 
                         know what I can't understand is how 
                         he knew to broadcast the fake 
                         conversions over the frequencies we 
                         were using, or how he altered the TV 
                         camera we planted.  Even the three 
                         people we had in the place did not 
                         see what was really going on.  Somehow 
                         he knew what we would do.

                                     DICK DICKSON
                         We must have a mole.

                                     PHIL RATES
                         What?

                                     DICK DICKSON
                         A mole.

                                     STEVE BALLSER
                         Dick's right there must be a mole, 
                         you know someone who is giving Doctor 
                         Evil information.

                                     PHIL RATES
                         I know what a mole is I am not stupid!
                              (pause)
                         But who?

                                     DICK DICKSON
                         The way I see it you and Steve knew 
                         about this so one of you must be the 
                         mole!

                                     STEVE BALLSER
                         Dick you're crazy!  I had my girl 
                         setup the security with your office, 
                         so how do we know you are not the 
                         mole.

                                     PHIL RATES
                         So you think Dick is a mole?

                                     STEVE BALLSER
                         Right now I don't know who to trust.  
                         Now Dick get out there and find out 
                         where the leak is, and stop the leak!

               Dick leaves the room.  Steve turns to Phil.

                                     STEVE BALLSER (CONT'D)
                         What a prick!

-----------------------------------------------------------------------------------------------------
                                                                        42.


                                     PHIL RATES
                         Who?

                                     STEVE BALLSER
                         Dick!

                                     PHIL RATES
                         So Dick's a prick?

                                     STEVE BALLSER
                         Phil !!

                                     PHIL RATES
                         Ok so what do we do now?

                                     STEVE BALLSER
                         We need to run a hard hitting ad 
                         campaign.

               Steve goes over to the intercom.

                                     STEVE BALLSER (CONT'D)
                         Maggie, get Madison in her pronto.

                                     PHIL RATES
                         Who's Madison?

                                     STEVE BALLSER
                         Madison Ave, our adman, one of the 
                         top admen in the country.

                                                               DISSOLVE TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- LATER

               Phil is fiddling with some stuff on his desk.  Steve is pacing 
               the floor.  Madison enters the office.  He is a small very 
               thin mad wearing the three piece Brooks Brothers Suit.

                                     MADISON AVE
                         Gentlemen, would you like that in 
                         red or blue, you know if you care 
                         enough to give give the best.  Not 
                         only that, you'll save first time 
                         and every time.

                                     STEVE BALLSER
                         Madison!  Hold up, we need your help.  
                         We have got to fight this Doctor 
                         Evil fellow, I mean let's take the 
                         gloves off, hit below the belt.  We 
                         need an ad campaign that frightens 
                         people, I want to get a close to 
                         malice as I can, without loosing a 
                         lawsuit.

-----------------------------------------------------------------------------------------------------
                                                                        43.


                                     MADISON AVE
                         OK, I've got it.  We'll be on the 
                         air in three days!

                                                                  FADE OUT:

               FADE IN:

               INT. SOMEONE'S HOME -- AFTERNOON

               Inside Joe's home Joe is watching TV but hears a noise.  He 
               opens the front door to see what is going on.

                                                                    CUT TO:

               EXT. OUTSIDE THE HOUSE -- CONTINUOUS

               Joe sees a wrecker picking up his car.  Joe runs outside.

                                     JOE SOMEONE
                         What's going on?  Why are you towing 
                         my car?

               The guy in the tow truck moves his head out the window.

                                     TOW DRIVER
                         Hay, I've got orders to repossess 
                         your car.  You don't pay, you can't 
                         drive.

                                     JOE SOMEONE
                         I paid my car payment on my computer 
                         last week!

                                     TOW DRIVER
                         That's not what our records show 
                         buddy.

               The tow pulls off with Joe looking very angry and confused.  
               A car pulls into the driveway and a prim looking middle woman 
               with glasses approaches Joe.

                                     PRIM WOMAN
                         Joe I am taking little  Sara and 
                         placing her in child protection.  We 
                         receive an Email that you are beating 
                         her!

               Joe is shocked!

                                     JOE SOMEONE
                         That's crazy.  I would never harm my 
                         little angle.  What Email?

               The Prim woman hands Joe a note.  Joe looks at the note in 
               disbelief.

-----------------------------------------------------------------------------------------------------
                                                                        44.


                                     JOE SOMEONE (CONT'D)
                         That's not what I typed on my 
                         computer!  I typed that Sara had 
                         beaten everyone in the spelling bee!  
                         I don't understand.

               Little Sara comes out of the house and the Prim Woman grabs 
               and Little Sara resists as the Prim Woman drags her off.

                                     LITTLE SARA
                         Daddy don't let take me away, daddy.

                                     VOICE OVER
                         Don't let this happen to you.  If 
                         you use a computer to pay your bills 
                         or send email you can't afford to 
                         take chances on a unproved Operating 
                         System.  Stay with Microhard, because 
                         you know exactly what you're getting!

                                                                  FADE OUT:

               FADE IN:

               INT. DOCTOR EVIL'S BOARD ROOM -- CONTINUOUS

               The TV screen goes blank.  Doctor Evil bangs is fist on the 
               table.  Number Two jumps up.

                                     NUMBER TWO
                         Doctor Evil, that's great.  They did 
                         just what I had hoped they would do.

               Doctor Evil looks confused.

                                     DOCTOR EVIL
                         I don't understand.  What if people 
                         believe this?

                                     NUMBER TWO
                         Just give me a couple of minutes.

               The phone beside Number Two rings.  Number Two picks up the 
               phone.

                                     NUMBER TWO (CONT'D)
                         Yes.  OK.  Good

               Number Two hangs up the phone.

                                     NUMBER TWO (CONT'D)
                         Doctor here is our response ad that 
                         will be on the air within the next 
                         hour.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        45.


               INT. SOMEONE'S HOME -- AFTERNOON

               Inside Joe's home Joe is watching TV but hears a noise.  He 
               opens the front door to see what is going on.

                                                                    CUT TO:

               EXT. OUTSIDE THE HOUSE -- CONTINUOUS

               Joe sees a wrecker picking up his car.  Joe runs outside.

                                     VOICE OVER
                         Here are facts.  No one has ever had 
                         a car repossessed who uses Dresser 
                         2004.  No One!

                                                                    CUT TO:

               INT. SOMEONE'S HOME -- AFTERNOON

               A young child age 10 or 11 is standing beside an male adult 
               who is is steed.  They child looks sad.  The adult looks 
               frustrated.  As the camera moves we see they are looking at 
               a computer screen.  The camera continue to move and we see 
               it is the Blue screen of death.

                                     VOICE OVER
                         So why does Microhard lie?  Why don't 
                         they tell us about the thousands of 
                         errors in their operating system?  
                         Why don't they tell us about 
                         frustration we have when we try to 
                         phone for technical support?  Tell 
                         the Phil Rates and the people at 
                         Microhard to stop lying.  Call 1-800-
                         STOP-LIE and tell Microhard to stop.

                                                                    CUT TO:

               INT. DOCTOR EVIL'S BOARD ROOM -- CONTINUOUS

               Doctor Evil is elated.  Everyone in the room is cheering 
               Number Two.

                                     DOCTOR EVIL
                         How can we get that commercial on 
                         the air so soon?
                              (looking confused)

                                     NUMBER TWO
                         I purchased the time two hours after 
                         the Microhard commercial ran.  It 
                         seems that folks in the Broadcast 
                         Industry hate Microhard worse that 
                         others.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        46.


                                     NUMBER TWO (CONT'D)
                         They believe Phil Rates will try to 
                         take over their industry next.  They 
                         tipped me off when he made his buy.  
                         We'll send the spot by satellite and 
                         saturate the air.

                                     DOCTOR EVIL
                         Well Number Two I hate to admit it 
                         but you did good.  Good job!

                                     NUMBER TWO
                         Of course they will retaliate but it 
                         will take them 5 or 6 days to get 
                         another ad on the air.  And wait 
                         until you see our response to it!

               Everyone looks pleased and the camera moves back with Doctor 
               Evil smiling.

                                                                    CUT TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- AFTERNOON

               Phil Rates is pounding his fist on his table.  Steve and 
               Dick are watching his outrage.

                                     PHIL RATES
                         How did they get a spot on the air 
                         so soon?  I'm tired of playing 
                         softball.  It's time to Kill Doctor 
                         Evil.

                                     STEVE BALLSER
                         Phil don't talk like that.  Calm 
                         down.
                              (pause)
                         You need to talk to our lawyer if 
                         you are going exterminate anyone.

               Steve goes over to the intercom,

                                     STEVE BALLSER (CONT'D)
                         Get Al in her on the double.

                                     PHIL RATES
                         Who is Al?

                                     STEVE BALLSER
                         Al Screwyou,  our corporate  attorney 
                         and your private attorney.  We hired 
                         him from the firm of Screwyou and 
                         Wiggle.  If you plan on killing anyone 
                         you need to talk to Screwyou first.

               Al Screwyou a large slight overweight man in his fifties 
               charges into the office

-----------------------------------------------------------------------------------------------------
                                                                        47.


                                     AL SCREWYOU
                         Al Screwyou, now we can get to the 
                         bottom of things.  Gentlemen, and I 
                         use that term loosely, what can I do 
                         to you today?

                                     STEVE BALLSER
                         It's this Doctor Evil character, we, 
                         well need to see that he is 
                         eliminated.  Do you have any 
                         suggestions.

                                     DICK DICKSON
                         I am not sure I should be hearing 
                         all of this.

                                     PHIL RATES
                         Shut up Dick!

                                     AL SCREWYOU
                         Dick you're always popping up where 
                         you are not wanted.  But you better 
                         stay because we need you.

                                     DICK DICKSON
                         OK but I am not taking the fall on 
                         this one.  Screwyou this your idea.

                                     AL SCREWYOU
                         OK, what we need to do is call in 
                         the Eliminator, Arnie Schwarzenejjer 
                         the number assassin according to the 
                         latest New York Times- CNN pole.  If 
                         anyone can kill Doctor Evil it is 
                         The Eliminator!

                                     STEVE BALLSER
                         So how much is this going to cost?

                                     PHIL RATES
                         I don't care what it costs.  I want 
                         see Doctor Evil's head on a silver 
                         platter!

                                     DICK DICKSON
                         OK I've heard enough.  I don't what 
                         to know the details.  Good-bye!

               Dick leaves the office.

                                     AL SCREWYOU
                         Look I have the Eliminator here before 
                         the end of the day, and now Gentlemen, 
                         and you too Phil if you will excuses
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        48.


                                     AL SCREWYOU (CONT'D)
                         me I'll get to work right after I 
                         fill out my time sheet.

                                                                    CUT TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- EVENING

               Phil and Steve are seated.  The Eliminator pushes in the 
               door and the large door crumbles like a cupcake.

                                     PHIL RATES
                         Arnie would you like to seat down?

               The Eliminator is angry.  He grabs a chair and throws it 
               though the window and and grabs Phil by the neck and lifts 
               Phil him up.

                                     ELIMINATOR
                         Don't call me Arnie!  Understand?

               The Eliminator puts Phil back on the floor.

                                     PHIL RATES
                         I am sorry Mr. Eliminator I didn't 
                         mean any disrespect.
                              (Going back over to 
                              sit behind his desk)
                         So tell me how will you eliminator 
                         Doctor Evil?

               The Eliminator looking around the room.

                                     ELIMINATOR
                         I would like to arrive in an Apache 
                         Helicopter with six of my best men.  
                         Then we would blow up the walls a 
                         rush the compound killing everyone 
                         in site until we found Doctor Evil.  
                         Then I would like to make him hold 
                         an explosive and watch him as he was 
                         blown into a thousand pieces.

                                     PHIL RATES
                         That sounds great.  When can you 
                         start?

                                     ELIMINATOR
                         Like I said I would like to do all 
                         that.
                              (pause)
                         But with the new guidelines for 
                         private assassins I can't!

                                     PHIL RATES
                         That's terrible.  What guidelines?

-----------------------------------------------------------------------------------------------------
                                                                        49.


                                     STEVE BALLSER
                         That's right the government has poked 
                         it's nose it the assassin business.

                                     ELIMINATOR
                         It's almost enough to make a person 
                         want to run for public office!
                              (pause)
                         But don't worry at lease I can still 
                         kill him and I will.

                                     PHIL RATES
                         Great.  When?

                                     ELIMINATOR
                         As soon as I am paid.

                                     PHIL RATES
                         How much?

                                     ELIMINATOR
                         Fifteen person of the Microhard stock 
                         now and another ten percent when the 
                         job is completed.

                                     STEVE BALLSER
                         What?  That's highway  robbery!  
                         Phil!

                                     PHIL RATES
                         OK it's a lot of money but it will 
                         be worth it.
                              (pause)
                         It's a deal.  I have Screwyou transfer 
                         the stock.

                                                                  FADE OUT:

               FADE IN:

               INT. DOCTOR EVIL'S BOARD ROOM -- NIGHT

               Doctor Evil is alone in the board room.  He is working on 
               his computer.  At the other end of the room the Eliminator 
               quietly  moves making sure he is unseen.  Doctor thinks he 
               hears a noise, he looks up but the Eliminator hides and 
               reminds unseen.  Doctor returns his attention to the computer.  
               The Eliminator moves closer and draws his gun.  Just then 
               Doctor evil looks up and see the Eliminator.

                                     DOCTOR EVIL
                         You're late!

                                     ELIMINATOR
                         Sorry they were working on the 
                         highway.

-----------------------------------------------------------------------------------------------------
                                                                        50.


                                     DOCTOR EVIL
                         Well that's no excuse, they are always 
                         working working on the frigging 
                         Highway.
                              (Upset)
                         So what did you get?

                                     ELIMINATOR
                         Fifteen percent of the stock!

                                     DOCTOR EVIL
                         That's great!

               Just then Scott comes into the room.

                                     SCOTT EVIL
                         Oh man that's it!  Look is it OK if 
                         I kill my best friend Roger, he just 
                         asked  Lilian to the Monster Tractor 
                         pull!

                                     DOCTOR EVIL
                         Young man don't come barging in hear 
                         when I doing business!  Beside you 
                         know the rules, you can only kill 
                         one person per month so Roger will 
                         have to wait!

                                     SCOTT EVIL
                         That's not fair!  Your stupid rules 
                         don't make any since.  Why can't you 
                         be like other dads.?  My friend Tom 
                         can kill as many people as he wants!

               Scott storms out of the room.

                                     DOCTOR EVIL
                         Kids!

                                     ELIMINATOR
                         I know, it's not like the old days 
                         when you could punish a kid by 
                         chaining them to a stake outside.  
                         But it's just a phase he is going 
                         through, in a few years he won't  
                         care if he kills anyone for months.

                                     DOCTOR EVIL
                         So tell me what happen.

                                     ELIMINATOR
                         You owe me ten bucks.
                              (pause)
                         I threw the chair out the window!

                                     DOCTOR EVIL
                         Get out of here!

-----------------------------------------------------------------------------------------------------
                                                                        51.


                                     ELIMINATOR
                         It scared the crap out of him.  Then 
                         when I picked him up my his collar I 
                         think he messed in his pants!  What 
                         a smock!

                

                                                        SKIP TO END FOR NOW

                

               Skip to the end for Now.

               Skip to the end for Now.

               Skip to end for now! 

                

               INT. SEA ATC AIRPORT TERMINAL -- AFTERNOON

               At the arrival area of the Sea ATC airport a young large 
               bust women with a very low cut blouse and a very short skirt 
               is watching the passages as they walk pass the restricted 
               area.  The women see Austin Powers and runs up to him.

                                     WILLU LICKME 
                         Austin Powers
                              (Pause)
                         Willu Lickme?

               Austin looks surprised as he checks the young women out.

                                     AUSTIN POWERS
                         Well yes, but not here, I mean not 
                         in a public place baby?

               Ms Lickme looks confused.

                                     WILLU LICKME
                         You are Austin Powers?  I'm Willu 
                         Lickme.  I'm from the publishing 
                         company and I'm going to take you to 
                         the TV station.

                                     AUSTIN POWERS
                         Oh, forgive me I thought you wanted 
                         me to

               Just then a airport announcement drowns out the rest of what 
               Austin was saying.

                                     AIRPORT VOICE
                         Fight 69 from Spokane has just touched 
                         downed.

               Willu Lickme is confused because she did not hear all that 
               Austin had said.  She shakes her head.

-----------------------------------------------------------------------------------------------------
                                                                        52.


                                     WILLU LICKME
                         What?

                                     AUSTIN POWERS
                         Never mind.  I am too tried anyway.  
                         Do I have time to go the hotel and 
                         rest for a bit.

               The two are walking toward the baggage area.

                                     WILLU LICKME
                         No, the show is live in less than 
                         three hours and Larry wants everyone 
                         in the studio one hour before air 
                         time.  But you are on first so after 
                         your interview I can take you to 
                         your hotel, but you should wait around 
                         I believe the local press will be 
                         there to talk to you.

               Austin is upset and shakes his head as a Limo driver greets 
               them and motions them out the door.

                                                                    CUT TO:

               INT. TV STUDIO DRESSING ROOM -- EVENING

               Makeup people are working on Austin.  A producer is pacing 
               the floor.

                                     TV PRODUCER
                         Mr Powers I am so glad you are on 
                         our show tonight.  I gave copies of 
                         your book to everyone I know, of 
                         course not my wife.

               Austin nods.

                                     TV PRODUCER (CONT'D)
                         I mean she already left me once before 
                         for another women!

                                     AUSTIN POWERS
                         Oh!

                                     TV PRODUCER
                         Well let's see I have everything you 
                         requested.  Do you want something to 
                         drink now?

                                     AUSTIN POWERS
                         No man, I am too tired, you know I 
                         don't want to fall asleep during the 
                         hour that Larry is interviewing me!

               The TV Producer look confused.

-----------------------------------------------------------------------------------------------------
                                                                        53.


                                     TV PRODUCER
                         Mr. Powers you are only on for the 
                         first 10 minutes.  Larry is 
                         interviewing Doctor Evil.

                                     AUSTIN POWERS
                         Who?

                                     TV PRODUCER
                         Doctor Evil, you know the great man 
                         who who destroyed Phil Rates and his 
                         empire Microhard.

               Austin looks boarded.

                                     AUSTIN POWERS
                         Sorry I don't follow Polities here 
                         in the States.  So who is Doctor 
                         Evil anyway?

               The TV Producer hands him a copy of Time Magazine.

                                     TV PRODUCER
                         Here you can read all about him.  He 
                         was voted man of the year.  A lot of 
                         people hope he will run for President.
                              (pause)
                         Maybe I can arrange for you to meet 
                         him.

                                     AUSTIN POWERS
                         Oh that would be cool!  I have never 
                         meet a man of the year.

                                                                    CUT TO:

               INT. LARRY KING SET -- LATER

               Larry and Austin are seated.  A copy of Austin's book is on 
               Larry's desk.

                                     LARRY KING
                         So Austin what's next on your agenda.

                                     AUSTIN POWERS
                         Well I was hopping to take Ms. Lickme 
                         back to my hotel room.

                                     LARRY KING
                         Well I see we are out of time, the 
                         book, a best seller, worldwide 'How 
                         to Really Pickup really Horny Chicks 
                         who will Shag Your Brings Out' 
                         published by the Vatican Press.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        54.


                                     LARRY KING (CONT'D)
                              (Pause)
                         Now don't go away, when we return we 
                         will spend the rest of our hour with 
                         the most beloved man in America, 
                         Doctor Evil, voted Time's Man of the 
                         year, and at last count there were 
                         42 states with active committees to 
                         Draft Doctor Evil for President.  We 
                         see what he has to say about this an 
                         other topics, and we will include 
                         your calls.  So stay where you are.

                                     TV PRODUCER
                         We are off the air for 2 minutes.

               Austin shakes hands with Larry and leaves the set.  He and 
               Doctor Evil cross paths as Doctor Evil is walking to take 
               his seat.  The two look at each other.

                                                                    CUT TO:

               INT. TV STUDIO DRESSING ROOM -- LATER

               Austin is sitting in a chair and Willu Lickme walks into the 
               dressing room.  Austin looks up at her.

                                     AUSTIN POWERS
                         Hay baby how did I do?

               Willu Lickme puts her arm around Austin and her partially 
               exposed large breast cover the front of his face.

                                     WILLU LICKME
                         Oh Austin you send chills down my 
                         back Oh-Oh- Oh my god just caressing 
                         my face is Oh.

                                     AUSTIN POWERS
                         Hold on Baby.

               Austin pulls her back.

                                     AUSTIN POWERS (CONT'D)
                         I had a long hard, very hard flight.  
                         How about something to drank?

               Willu Lick me shakes her head yes.  Austin grabs two  large 
               highball glasses and goes over the mini refrigerator in the 
               room and pulls out two beers and one V8 juice.  He pours 
               some beer into one glass and then pours some V8 into the 
               glass.

                                     AUSTIN POWERS (CONT'D)
                         OK baby, I'll sample the drank first.

-----------------------------------------------------------------------------------------------------
                                                                        55.


               Austin takes a slip and then start preparing the other glass.  
               He looks up at the TV monitor where Larry King is Interviewing 
               Doctor Evil.  Austin drops the other glass he was pouring.

                                     AUSTIN POWERS (CONT'D)
                         Oh my Good it's Doctor Evil.  You 
                         better run for it.

               Austin pushes Willu Lickme out the door.

                                     AUSTIN POWERS (CONT'D)
                         Help!

               Two Television Station guards arrive at Austin's room.  They 
               enter the room and seeing the glass with the beer and V8 
               each a gulp.  They hear Austin cry for help again so they 
               run down the hall after him to see what the trouble is.

                                     GUARD
                         What's the trouble Mr. Powers?

               Austin is running toward the room  where Doctor Evil and 
               Larry are at.  The two Guards run after Austin.

                                     AUSTIN POWERS
                         That's Doctor Evil, I've got to stop 
                         him!

               Austin runs into the set.  There is total chaos on the set 
               as Austin grabs Doctor Evil.

                                                                    CUT TO:

               INT. THE STUDIO SET -- CONTINUOUS

                                     AUSTIN POWERS
                         All right Doctor Evil.  It's over!

                                     LARRY KING
                         Austin What's the problem That's 
                         Doctor Evil the most beloved man in 
                         the country!

               The Guard who drank some of the mixture realizes who Doctor 
               Evil is and draws his gun.

                                     GUARD
                         Larry Austin is right.  That man is 
                         Doctor Evil he tried to destroy the 
                         world.  I don't why no one remembers.

               Austin eyes roll around.  He notices the guards mustache is 
               damp.

                                     AUSTIN POWERS
                         Wait a minute!  Someone bring me my 
                         glass.  Now!

-----------------------------------------------------------------------------------------------------
                                                                        56.


               Someone arrives on the set with what is left in Austin's 
               glass.  Austin gives the glass to Larry.

                                     AUSTIN POWERS (CONT'D)
                         Here take a sip.

                                     LARRY KING
                         Well OK.

               Larry takes a sip of the brink and his eyes almost pop out 
               as he looks at Doctor Evil.

                                     LARRY KING (CONT'D)
                         Austin you are right.  That is The 
                         Evil Doctor, Doctor Evil.
                              (pause)
                         What's in the drank that let me 
                         remember him?

                                     AUSTIN POWERS
                         Let's see.
                              (looking into the 
                              camera)
                         Yes, take 6 ounces of beer and 2 
                         ounces of V8 juice.  Now everyone 
                         must mixup that drank now!

               Austin turns to Doctor Evil.

                                     AUSTIN POWERS (CONT'D)
                         Well it looks your plans are spoiled  
                         again!

                                     DOCTOR EVIL
                         I wouldn't be so sure.  I didn't 
                         arrive here alone.

               Just then mini-me walks into the set carrying a very large 
               Ak14, the gun is almost as big as he is.  He throws Doctor 
               Evil a very small pistol.  Austin looks at mini-me and then 
               Doctor Evil.  The guard drops the gun he had pointed at Doctor 
               Evil.  Austin turns to Doctor Evil.

                                     AUSTIN POWERS
                         Why is his bigger than yours?

               Doctor is upset he points his gun at Austin.

                                     DOCTOR EVIL
                         Size doesn't matter!  You of all 
                         people should know that!
                              (pause)
                         Now enough of this.  Austin Powers 
                         do you have anything to say before I 
                         kill you on National TV?

-----------------------------------------------------------------------------------------------------
                                                                        57.


                                     AUSTIN POWERS
                         I don't think the votes have been 
                         tabulated yet!  Beside you would 
                         never kill me tonight.  The final 
                         episode of Survivor is on, no one is 
                         watching us.

                                     DOCTOR EVIL
                         You're wrong!  The final episode of 
                         Survivor was last week!  We have a 
                         huge audience!

                                     AUSTIN POWERS
                         So there you go, what about all those 
                         witness even OJ's lawyers couldn't 
                         get you out of this one.

                                     DOCTOR EVIL
                         I don't need anymore frigging lawyers.  
                         You see after I kill you I plan to 
                         eliminate everyone.
                              (Looking at Austin 
                              then into the TV 
                              Camera)
                         You see I have a satellite and from 
                         now on for 24 hours a day, seven 
                         days a week, 365 days a year the 
                         only thing on radio and TV will be 
                         the WrestleMania 2001.  People will 
                         go crazy after just a few days.

                                     AUSTIN POWERS
                         Well I for one like WrestleMania 
                         2001, It was a lot better than this 
                         year!  I don't believe

                                     DOCTOR EVIL
                         Shut up!  And now you will die.

               Austin throws the glass in is hand at Doctor Evil knocking 
               the gun out of his hand.  The guard jumps Mini-Me and takes 
               the AK 14 out of his hands.  Doctor Evil pushes the desk 
               over and runs for the door with Mini-Me right behind him.  
               Just then a large black Hummer limo bursts into the studio.  
               The large lettering on the hummer says Evil-mobile.  Doctor 
               Evil and mini-Me jump into the limo that speeds away.

                                                                    CUT TO:

               INT. INSIDE THE SPEEDING LIMO -- MOMENTS LATER

               Doctor Evil and Mini-Me are seated.  A panel raises from the 
               floor.  A big red button with lettering 'Launch Me'

                                     DOCTOR EVIL
                         We've got to get out of here fast.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        58.


                                     DOCTOR EVIL (CONT'D)
                         Buckle up, or as my nemesis Austin 
                         Powers would say, Click it or Lick 
                         it Baby.

               Doctor Evil pushes the button and the seat starts shaking 
               soon the back on the limo is launched into space.

                                                                    CUT TO:

               INT. LARRY KING SET -- LATER

               Larry is trying to composed himself.  Someone speaks through 
               a speaker

                                     VOICE OVER
                         We are still Live.

                                     LARRY KING
                         Well what a night.  Austin  Powers 
                         you are new hero of the world.  Thank 
                         You.
                              (Pause)
                         Anything else you have to say?

               Austin moves closer to the turned over desk.

                                     AUSTIN POWERS
                         I am just a spy, catching evil people 
                         is what I do best.

                                     LARRY KING
                         Hold on, the Producer just told me 
                         we have an overseas call on line 2. 
                         Let's see who it is.
                              (Larry press the button 
                              on the phone.)
                         Hello caller you have a message for 
                         Austin Powers.

                                     BASIL EXPOSITION
                         Hello, can you hear me?

                                     LARRY KING
                         Yes you are live on the air.  Go 
                         ahead.

                                     BASIL EXPOSITION
                         Austin this Basil, are you OK.

                                     AUSTIN POWERS
                         Nothing that five minutes with Willu 
                         Lickme can't fix.

                                     BASIL EXPOSITION
                         Yes, OK, it's is you.  Good show.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        59.


                                     BASIL EXPOSITION (CONT'D)
                         Austin I just got off the phone with 
                         the queen,

                                     AUSTIN POWERS
                         Basil this is live Television you 
                         know you should be a little more 
                         discreet about your orientation.

                                     BASIL EXPOSITION
                         No Austin, I am talking about the 
                         Queen, your Queen.  Anyway the Queen 
                         has issued a Royal Degree Ordering 
                         you back into the service of Her 
                         majesty  Spy service.  So I expect 
                         to see back at M1 right away.  That 
                         is as soon as you finish with Ms 
                         Lickme.

               Austin is elated.

                                                                    CUT TO:

               INT. INSIDE PHIL RATES OFFICE AT MICROHARD. -- CONTINUOUS

               Phil and Steve are watching.  Both are very happy.  Phil 
               removes a file from his desk and hands it to Steve who looks 
               at it.  Steve smiles and shakes his head.

                                     PHIL RATES
                         That was close, no we can resume our
                          plans. 

                                     STEVE BALLSER
                         Nothing ca stop us now.

                                                                    CUT TO:

               INT. DOCTOR'S EVIL SPACE SHIP -- CONTINUOUS

               Doctor Evil is shivering as he watching his monitor.

                                     DOCTOR EVIL
                         I don't get it, Phil Rates gets to 
                         stay there and carry out is diabolic 
                         plans and I'm stuck here in frigin 
                         cold space, where the justice!

                                                                  FADE OUT:

                                                            THE END CREDITS