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- Stellar.

- "The best thing for being
sad is to learn something.

That's the only thing
that never fails.

You may grow old and
trembling in your anatomies,

you may lie awake at night

listening to the
disorder of your veins.

You may miss your only love.

You may see the world about you

devastated by evil lunatics,

or know your honor trampled
in the sewer of baser minds.

There is only one thing
for it then, to learn.

Learn why the world
wags and what wags it.

That is the only thing which
the mind can never exhaust.

Never alienate,
never be tortured by,

never fear or distrust,

and never dream of regretting.

Learning is the
only thing for you.

Look what a lot of things
there are to learn."

Can anyone tell me
where that came from?

- T.H. White said
it in his book,

"The Once and Future King".

- Very good, yes.

Now, can anyone tell
me what it means?

If I were in your seats,

I wouldn't want to answer
that question either.

But since I'm up
here, I'll do my best.

Learning is the one thing in
the universe that doesn't lie.

What do I mean by that?

No matter how you look
at it, learning is truth.

Even if the thing
you've learned is a lie,

you've still learned it.

You can always learn to unlearn
something you've learned.

Now, forgive me if I'm
confusing the hell out of you,

but learning is
something that nobody

in the history of the universe

has ever been able to master.

There's no way for one
person to learn everything.

In fact, there's no way
for everyone together

to learn everything.

So, why learn?

Why get an education?

Just to get a job?

There are plenty of
people out there with jobs

who don't have an education,

they're doing just fine.

So, what's the big deal about
education, about learning?

Because if we all stop
trying to learn something

just because we'll
never know it all,

we'd all be stupid.

So, because this is day 1,

and we're all getting
to learn each other's

names a little bit,

I'm gonna pass this ball around

and when it comes to you,

state your name and one
interesting fact about you.

Incoming.

- Uh, my name's
Calvin, I'm new here,

and football is my game.

- Hey guys, I'm Raymond,
you can call me Ray,

and I'm really into music.

- Thanks.

Uh, my name is
Wayne, Wayne Stein.

My favorite meal is home cooked

macaroni and cheese with
meatballs, and milk.

- Hi, my name's Kerri,

and I really like taking
still photographs.

- My name's Tracy, and I can
run a mile in under 7 minutes.

- Name's Slones, Carl,

and my favorite MLB player
is probably Hank Aaron.

- I'm Sarah, and
I actually share

a birthday with Sally Fields.

- Hey, my name's Shane,
and I can bench a lot.

- Hi, my name is Tommy,
and I enjoy writing.

- And my name is Mr. Murphy.

I've taught for nearly 20 years.

I love school.

Feel free to stay late, ask me
anything, I'm here for that.

I have a very aggressive
teaching style,

and I'm sorry if I
ever offend any of you,

but know that we're family now.

It's gonna be a
great year, okay?

And one more thing, the
faculty has let me know

that the cafeteria
has some sewer damage,

so for the time being,

we're gonna be having
lunches in here, okay?

So, to start our first class,

we're going to talk
about, wait for it...

Love.

Yes, I can see some of the
puzzled looks on your faces,

you probably thought I
was gonna say something

like algebra or physics,
or maybe Spanish.

But no, love.

We can live without math,
science, English, history,

postage stamps, even
water for a few days.

But love is the one thing
we truly can't live without.

True love is unconditional,
safe, yet dangerous.

And the beauty of it all,

is it can be found
just about anywhere.

Something funny, Mr. Williams?

- Uh, yeah.

Yeah, something's funny.

- Would you mind sharing it
with the rest of the class?

- No, no, it's too rich.

Please, I insist.

- Okay.

You see, it's just this thing,

I thought it to
be a little funny

that you're up here
preaching about love,

but you don't know what it is.

- I know what love is.

- Oh, really?

You're married, is that it?

I mean, 'cause, guessing
from the looks of it,

I'd say no.

You see, I don't think
people actually love people.

You can't love someone
more than yourself.

But to get back to
your question there,

so if you're married,
well, ipso facto,

then there's no way it's real.

Love, that is.

- All right, everybody stand up.

We're going to do
a little exercise.

Let's go, stand
up, on your feet!

Everybody standing?

Good.

Now, sit if you've ever
taken care of someone sick

and sacrificed something
for their benefit.

Sit if you've ever
had a friend so close

you can tell them anything
without them worrying

about spilling the beans.

Sit if you believe in God.

Sit if you were born.

Someone gave birth to you.

They didn't have to,
there was ways around it.

But you're here, I'm
here, they're here.

That's love.

On that note, lunch.

Tony Easterday, could
you please come to the office?

Your mom's here.

Thank you.

- Who can tell me what this is?

Yes, Wayne?

It's a globe, sir.

- Correct!

That it is.

Now, the globe
represents something.

What does it represent?

Does somebody other than
Mr. Stein have any thoughts?

Mr. Slones, please.

- This may be an elementary
answer, but is it the world?

- That's not elementary,
you answered the question.

So, what is the world
made up of exactly?

Let's move past the obvious,
land, water, people, things.

Any thoughts?

You know, when I was a
kid, I had a teacher.

And he told me that the
world was a bad place

made up of bad things
and bad people.

He said the world
was filled with hate,

lies, and fast food,
and none of it was good.

Took me a while, but I realized

that's what he chose to believe.

So, I decided I'm gonna believe

what I want to about the world.

That it's a good place,
filled with truth,

love, and fast food,
the kind that is good.

I ran into this teacher again

some years after I graduated

and I told him what I
thought of his class

and what I chose to believe in.

And you know what he said to me?

He said, "Murphy, what
the hell do you know?

You probably read the Bible

and don't even know how
to spell "Armageddon".

And in that moment, it
came to me, and I said,

"You're right, I don't know
how to spell Armageddon,

but it's not the
end of the world."

So, back to our original point,

what is the world
made up of exactly?

To me, the scientific answer
doesn't mean bullshit.

The Earth's core could be
made of a molten, hot ash

or a giant wad of bubblegum.

I like to think the center
of the world is the latter.

Shit, it's free candy, get it!

- "My skin is a kind of sort of

brownish pinkish
yellowish white.

My eyes are greyish
blueish green,

but I'm told they look
orange in the night.

My hair is a reddish
blondish brown,

but its silver when its wet,

and all the colors inside of me

have not been invented yet."

Wayne Stein.

Writer, filmmaker, genius,
self proclaimed prodigy.

Whoa!

- It's 1919, and
Germany is on its knees!

How does it get to the
other end of the room

which is 1939?

- Hitler goes to Munich!

- Correct, next!

- Germany fails to make
reparation payments.

- Bingo!

- The Nuremberg Laws are passed?

- Yes, next!

- Hitler was a Nazi.

- We're past that.

- Hitler was a Jew.

- Not even close.

- Nazi Germany.

- Read the book tonight.

Next!

- Uh, Hitler kills Jews.

Poland's friends
with Germany, yes!

That's history 101 and PE

all wrapped up into
one today, folks.

- Look, when I say one
roll, I mean one roll.

Not two, not three,
or four, or 10, one!

You're feeding these animals

like they're members
of the damn Senate

for crying in the night!

So quit trying to make
friends with the garbage

and do what you're paid
taxpayer dollars to do!

- Yeah, you moron!

Quit feeding them all the grub!

- You look here, you big dummy.

I ever catch you pulling
a stunt like that again,

and I'll knock your teeth
out with a tire iron.

Got it?

Damn it!

- As you can see, I've gotten
my workout in for the week.

Now, I've got a little
exercise I want you to do.

I wanted to do this last week

when we had our lecture on love,

but since we had a little
interruption from Mr. Williams,

I decided to move on.

Now that we're all
in a better mood,

I'd like us to continue
to get to know each other.

So, here's what we're gonna do.

I want you all to stand
up, push the desks out,

and partner up with a
member of the opposite sex.

Come on, everyone stand up.

Don't look at me like I'm
completely retarded, just do it.

Excellent.

All right, partner up, come on.

Don't be shy.

- Uh, Mr. Murphy,
there's no more girls,

what are we supposed to do?

- Uh, Carl, why don't
you come up here with me,

and the other two partner up,

and we'll rotate through
in a little while.

Okay, here's what
we're gonna do.

I'm gonna turn on some music,

and when the music starts,

you'll begin dancing
with your partner.

Now, relax, this doesn't mean

you have to ask them out on a
date or fall in love with them

or anything like that,

but if you've decided that you
have fallen for your partner,

I suggest you go down
to the local jail first

and get some advice
from an inmate.

No, I'm serious.

Why do you think those bums

are always getting
lady visitors?

They know how to
smooth talk 'em.

Okay, let me strike up the band.

All right.

Okay, everybody talk, dance.

Carl, don't be a queer.

Stand there and put
your hands on my hips.

- So, what do you do besides
throw balls around all day?

- I read.

I read books, sometimes.

I don't know, what about you?

- Oh, an athlete and a scholar.

I live on 34th Street, and
I have two older brothers,

and I love the movie
Gone with the Wind.

Have you seen that?

- Uh...

- In '75 I lost my first tooth.

- Oh.

- It was shaped exactly
like an arrowhead.

I was eating one of those Oreos,

the two cookies with
the cream in the middle,

and then snap!

Off goes my pearly whites.

Man down, man down!

I called for a search
and rescue mission.

I pulled the now bloody
cookie out of my mouth,

and there in the middle
of it was a tooth

out there in its lonesome.

I took the tooth and
put it under my pillow.

The next morning I woke up

and instead of tooth, it was
a quarter, all to myself.

I spent it on a soda.

- So, how much do you bench?

- Well, it depends.

- On what?

- How I'm feeling.

- How are you feeling?

- Right now?
- Yeah.

- Feeling pretty strong.

- We literally look like
the biggest pair of queers

in the Midwest right now.

- I realize that.

Look, just ask me a question,

that's why we're doing
this thing anyway.

- All right, fine.

What's your favorite color?

- Uh, purple?

- Oh my god.

- Okay, everyone switch
up to a new partner.

Raymond!

This song's so hot!

- Hey.

- Need a partner?

- Throw it here.

You sure know how to pick
a dance partner there, pal.

- Okay, he wasn't
my first choice.

- Second choice
was much prettier.

- Oh, well, all
right, Mr. High Jock.

You know, I saw you
going googly eyes

over Kerri Kennedy
standing there.

- What do you mean?

- "What do you mean?"

Come on, you were
staring at her so hard

I thought her dress
was gonna fall off.

- I mean, she's pretty.

- Oh, yeah.

So, you gonna make
a move or what?

- What, no.

I mean, she's probably more
interested in Shane anyway.

- Shane?

That guy's a complete tool.

- Maybe, but he's
got the confidence.

- Okay, Shane is not
confident, he's a dirt bag.

He's cocky.

He's the cockiest
dirt bag I ever saw.

There's a difference, trust me.

You should ask her out
on a date sometime.

- You got advice?

- I was the guy dancing with
another guy today, remember?

Not exactly James Dean myself.

You need advice from a pro.

- Like Shane?

- All right, I can
give Shane advice.

- Like what?

- Drop dead.

- Okay.

Today we're going
to talk about blood.

But first, we'll
need to get some.

I'm going to give each of
you something to cut with,

and you can start on each other.

There you go.

A screwdriver for you.

For you.

Scissors for you.

And a knife for you.

I'm gonna go grab my ice
pick, I'll be right back.

Don't join the circus, Wayne,

you'll give yourself
a heart attack.

No, today we're going to
talk about adrenaline!

- Hi.

- Can I help you?

- Yeah, I'm doing a
project for school.

Or, it's more of
a research paper,

but I'm just trying
to get a good story

from inmates and crooks
and other sort of felons

just to sort of document
for my class, for school.

- We keep the scumbags
up on the top floor.

Just don't let any
of those bastards

out of their cells.

Do you want me to make a face

or pose or something so
you can take a picture?

- Actually, I was wondering if

I could ask you some questions.

The other day during Mr.
Murphy's lectures, he was...

That's our teacher, Mr. Murphy.

He was saying something
about how people in jail

know all about girls and love

because when they're in here,

that's usually all they've got.

So, he didn't say
it just like that,

but it got me thinking.

- It got you thinkin', huh?

- Yeah.

See, there's this
girl in the class,

and she's really pretty, right?

She's got these eyes,
and she doesn't say much,

but I don't know, there's
something about her.

- Did you talk to her?

- Well, no, see,
that's the thing.

I don't know how.

- I don't think it's
you don't know how,

I think it's you're afraid.

- No, it's just-

- Cal, you're in jail
talking to a random convict.

Talking is not the
problem, it's fear.

- Okay, then how
do I not be afraid?

- Now, who can tell
me what this is?

Oh, for Pete's dragon,
everyone knows what this is,

it's a camera!

- Mr. Murphy, I
was gonna say that.

- Thank you, Wayne,
I feel better now.

Now, let me tell you
why this little gadget

is so remarkable.

Does anyone know
what Noah looks like?

You know, the guy who
built the big ass ark?

Does anyone know what
Moses looks like?

- He had a beard.

- Did he?

So I've heard.

Does anyone know what
Charlie Chaplin looks like?

Clark Gable, Jimmy Stewart?

See, that's because those
guys are all immortal.

They can never die.

They've been captured
on film forever.

Luckily for some of those guys,

they're never gonna
see a day past 25.

Film gives us the
power and the ability

to capture a moment in time,

and we can hang on to
that moment forever.

Through film, people can live
to be immortal and ageless.

Now that's art, is it not?

What other medium can
accurately translate

a person from the real world

into a realm where the
world itself stands still?

Now, a lot of people
will go telling you

not to go out to Hollywood

and try to make it
big as an actor,

you'll end up in
the food industry.

But I say what the
hell, go for it!

If you're in, you're in to stay.

There's a spot picked
out for you for eternity.

The rest of the world
is going to be able

to share in that moment
that you created once

forever and ever.

I say it's worth a shot.

Say cheese.

You develop this picture
and get it to me,

you keep the camera.

Deal?

- Thank you.

Roy!

You dinosaur, get up here!

I thought I told you to
keep this hallway clean.

There's boxes all over here!

I thought I told you to
pick those up last week.

You're slow as a turtle!

♪ Hungry heart ♪

♪ You knew me from the start ♪

♪ You and me ♪

♪ We should be wild and free ♪

♪ Oh, we were never ♪

- Hello?

Is this Mr. Goyer?

Hi, this is Tommy Cunningham.

I have a script
that I've written

that I think you'd be very
interested in reading.

It would make a great film.

Look, if you just
give it a readthrough,

I know you'd...

Okay.

I understand.

Thanks for your time.

♪ For you and me ♪

- Uh, hey, it's me again.

Would it be could if I did more
interviews for that project?

Uh, sir?

- Unless you're
planning on breaking

all the dirt bags out of here,

I don't frankly
give a rat's ass.

- I just thought
you'd appreciate me
asking, that's all.

- What does this say?

It says police.

Now, how can I help you?

This is the county jail,

not the bumper car
rides at the Six Flags.

Now, get!

- All right, here's what you do.

Go to class early the next
time you go into school,

but pick up some nice
flowers before you go.

Then when you get in,
leave them on her desk.

But don't let her know right
away that they're from you.

Kinda just let
her figure it out,

and it'll spark
the conversation.

- Okay, but how
is she gonna know

that they're from me?

- Girls are smart.

She should be able
to pinpoint it,

unless you picked out the
dumbest broad in the world.

- Okay.

I'll give that a shot.

But what do I do
when she figures out

that they are from me?

- Just let the
conversation flow,

and don't be such a robot.

- And then after that?

- Come back for part 3.

- You came in early
to ask me to prom?

- Well, no.

These are...

Can I just leave
them on this desk?

- You're in love
with someone else?

Oh, that breaks my heart, Cal.

You want her to know
those are from you?

Don't be shy, it's okay.

- I mean, no, not yet.

- Don't you think it'll
be a little obvious

when everyone walks in

and it's just you,
me, and the flowers?

Why don't you get lost and
come back right before class?

That way nobody will know.

- All right, I'll
do that, thanks.

- Cal.

Forget your pack?

- Oh.

Thank you.

- Oh, that sly dog.

Why didn't you tell me you
were making a move, lover boy?

- What are you talking about?

I didn't make a move.

- The flowers on her
desk weren't from Shane,

the pain in the ass, pal.

I figured that much.

- All right, so I
got her flowers.

It's not like I asked
her to the theater.

- Well, you might as well have.

- Besides, she probably thinks
that they came from Shane.

Did the guy a favor, I guess.

- Well, then tell
her you got 'em.

She'll be more
flattered that way

than if she goes on thinking
the world's biggest toolbox

brought her some flowers
off his mom's kitchen table.

- Where do you think I got 'em?

- Don't tell her that.

So, what's your next move?

- I don't know.

I haven't really
thought that far ahead.

- I think you should
ask her to a movie,

I bet she'd love that.

And it'll help her figure out

that it was you that
brought her the flowers.

- Eh.

I'll think about it.

- Hey, check this out.

I bet you didn't
know I was a punter.

What do you think the
yardage on that was?

- Eh, negative four yards.

- Son of a bitch.

- The toilet's down the hall.

And your diplomas?

- Those you have to earn.

- That's what I heard.

- From who?

Who are you?

- What if I told you
I'm a 13 year old kid

looking to enroll here?

- You sound 40.

- What if I told you I'm an
inmate from the county jail

looking to enroll here?

- I'd ask how you got out.

- I fit through the bars.

Why you here so late?

- Counterfeiting
lottery tickets.

Better chance of
winning that way.

- Bullshit.

- You be honest with me and
I'll be honest with you.

- I'm looking to learn
about business and stuff.

How to make a lot of money.

- You got the wrong guy,
look where you're at.

- Maybe, but you got resources.

- Resources?

What resources?

I've got pens, paper,
a few books, that's it.

- Can you read?

- What?

- You don't hear so
good, but can you read?

- I'm a teacher.

- So, can you
teach me something?

- Listen.

The reason I stay late every
night and often never leave

is because I care
about education.

I care about my
students, this building.

And I don't have
anyone to go home to.

- Thanks for being
honest with me.

- So, how did you get out?

- Can you keep a secret?

- I've got no one to tell.

- My cell is faulty.

I can muscle it to its fault
and slide the doors open.

I think this is God
giving me a second chance.

- If that's the case, why
don't you just run away?

- Because I know I'll probably
end up in the same place.

Once you're in the system,

it's a hard cycle to break.

- Fair enough.

You know, teaching dangerous
people is a dangerous thing.

- I ain't gonna hurt you.

- I wonder if I can
get that in writing.

- I'm working on a
short story, Shane.

Do you want to hear
what the storyline is?

It's a rather intricate
yet simplistic one.

One to do with
friendship and love,

without the romantic
kind of love, per se.

What I'm really trying to do is

bring out the tones out
of inanimate objects.

And one of the hardest
things to do as a filmmaker,

and this is still my
opinion, take it or leave it,

is to try to get the
audience, that's you,

to feel emotionally
connected to something

that's not real in a sense.

One that doesn't have
emotions or thoughts.

You know what I mean?

Well, the real reason I
decided to go this route

is because I wanted to
try to bring out the tones

out of inanimate objects.

And plus there was nobody else
to play the parts, you know?

So I went with the
next best option, toys.

- That's a real good
story, Wayne, really.

- I thought you'd like it.

So, when it's all finished,

do you think maybe you
can come over to my house

and we can have our own
little premier of sorts?

- You got cigarettes at home?

- And don't forget about
Calvin, he is gorgeous.

- Yeah, what about Cal, Kerri?

- I'm not into him.

He seems nice, but, again,

I'm just not interested
in dating right now.

- I'd date him.

- I would too.

- If he does ask you out,
don't break his heart.

- But if you do...

- Let him know we're available.

- So, um, what do you want to do

when you get out of school?

- Well, my mom wants
me to go into business,

and my dad wants me to
go into business too, so,

I guess I'm going into business.

- Is that what you want?

- What?

- I mean, is business
what you want to get into?

- Well, yeah, yeah.

- Carl.

We're seniors.

In a couple months from
now, we're gonna graduate.

Me, you, Wayne,
we're not like them.

Everybody else is
just, I don't know.

I guess another
brick in the wall.

- So, if you can say one
thing to anyone in this room

without getting in trouble,

what would you say, and to who?

- Uh, let me think about it.

- Oh, no, don't think about it.

I want the first thing
off the top of your head,

what comes to mind?

- All right.

I'd tell Kerri
Kennedy that she is

the prettiest girl I ever saw,

and I'd like to take
her out sometime.

- That's poetic, Cal.

You're a modern day Romeo.

- All right, all right.

Who would you ask and
what would you say?

- I'd tell Shane
to suck a brick.

Then I'd call him a queer
and kick him in the boys.

- That's sweet, Ray.

- "What you are, you are
by accidents or birth.

What I am, I am by myself.

There are and will be
a thousand princes,

but there is only
one Beethoven."

So, this one's for you,
Ray, the music lover.

- My main man Cal.

How can I be of
service to you today?

- Well, I took your advice
and got her flowers.

- I told you it would
work like magic.

- It didn't work at all,

she thinks that they
came from Shane.

- And why would she think that?

- Because he winked at her
when she first saw 'em,

played it off like he got them.

- Then why didn't
you say something?

- What was I supposed to say?

- "Hey, dill hole, one more week

and I'll gouge your
eyes out with a spoon!"

- Okay, and then she
thinks I'm a psycho.

- Look, man.

You gotta quit beating
around the bush.

Stop trying to be Mr.
Mystery Romance Man,

or she'll never find out,

and she'll never
give you a chance.

I mean, you're a
good looking kid,

so I don't see why you're
scared to just ask her.

Just do it, man.

- You want me to ask her out?

- Yeah.

- On a date?

- Yeah.

- I mean, what if she says no?

- What if she says yes?

- And then I'll
have more questions.

- That's what I'm here for.

But I can't help you if you
don't use what I give you.

- I know, I know.

I'll ask.

- Fingers crossed, Cal.

- Today is gonna be a fun day.

It's one of my favorite
days of the year.

Show and tell!

I know, I know, it sounds
childish and elementary,

but why do you think elementary
school was so much fun?

And then when you get to
middle school and high school,

the fun gets all sucked out!

Because they suck it
out, the fun stuff,

like show and tell.

So, you should've all remembered

to bring some
things in for today.

To get things started,

we're gonna draw some
names out of a hat.

'Cause that's a little
bit more fun, right?

Wayne!

You're lucky
contestant number one!

Get on up here, show
us what you've got!

- Uh, do I start?

You may start.

- All right, this is
my 8 millimeter camera.

As some of you know,
I am a filmmaker.

I pride myself on
being a director.

Steven Spielberg,
Stanley Kubrick,

and Richard Donner are
some of my inspirations.

I have yet to make a film

with actual live
people in it because

I don't have any
friends that actually

want to be in the film,

so I usually go with
miniature toy figures.

But these past few months,

I have been taking stock
footage of you guys

that I can use for
future productions.

So, I hope that one day you
guys will all be honored

to be in a Wayne Stein film.

Thank you.

- Very good, very good.

Wayne, that's weird.

Probably illegal.

Okay, next up is...

Shane!

Get on up here!

- Am I good?

Uh...

I brought in this football.

I wanted to bring
in my weight set,

but obviously there's
not enough room

in this classroom
for all that, so...

I like football, and I had
this one laying around,

so I figured I'd bring
it for show and tell,

and it's a good opportunity
to let you boys know

that we're playing
a little pickup game

here in the neighborhood.

The practice field,
later this afternoon.

And I don't know,
some of you guys

are getting your asses kicked.

So come out and
watch, girls, and...

That's it.

- Not bad, not bad.

All right.

Next up is...

Raymond!

Come on up here.

- Hey, guys.

When I was thinking
about what I could bring

for show and tell I
thought maybe I'd grab

some headphones or an album,

but I figured you guys probably

already knew that about
me, so, I brought these.

And they're rocks, I
found them last summer

when I was vacationing
up north with my family.

You can find them
around the Petoskey area

on the beaches and stuff,

and, well, they're
actually fossils.

So I'm guessing that most of you

probably already
know what they are,

but if you haven't been
able to figure it out yet,

I brought...

Dog shit?

Dog shit?

You're an asshole!

- Ain't that some shit, huh?

- Uh, Kerri.

Hey.

Pretty crazy day today, huh?

- Yeah, it was.

- I was just wondering if
you're not busy tomorrow,

if you'd want to go
to the movies with me?

- Um, hey.

I really appreciate
you asking me,

I know it takes
a lot of courage.

But I don't feel like
I know you well enough

to go with the movies with you.

Sorry.

- All right, guys, we're
gonna run the 915 throwback.

Sanders, I need you open.

On one, on one.

Ready, break!

- All right, Cal's
gonna lob this one up,

so watch the play action
outside, all right?

Ready, break!

- Red 19, red 19!

- Watch Sanders, watch Sanders!

- Set, hut!

- Watch the pass,
watch the pass!

- Yes!

- All tied up,
Mayfield, our ball.

Set, hut!

- Do you want my
jock after the game?

- Is that hidden from
your mom, Parker?

- Red 18, red 18, hut!

Blue 22, blue 22!

Hut!

Woo!

That's how we do, let's go!

Bo knows, brother, Bo knows!

Red 43, red 43, hut!

- Did you guys see it?

- So, you're the middle school
boy who wants a diploma.

Yeah, that's me.

- Grab a chair, pull it over.

You've gotta be the
biggest individual

I've seen in 20 years.

- You didn't call
the cops, did you?

- My word is my bond, friend.

So, let's get started, shall we?

First thing we're going to do...

I want you to draw me a picture

of how you see
yourself right now.

- Are you kidding me?

- No, draw, you, right here.

- I want to learn about
money, business, success.

Even I got past the first
grade and all this shit.

- Look, I can't help
you if you don't take

what I'm giving you right here.

- Okay, if you say so.

- Okay, now, explain this to me.

- Well, that's me, I'm in jail,

and here's a hole
just big enough

for me to poke my head through.

Over here is the Sun.

I guess it represents
happiness, happily ever after,

new life, you know,
freedom and stuff.

- Okay.

What's this in the middle?

- That's the ocean.

It's deep, fire, long.

Represents life, I guess.

- Very good.

One more thing for you to do.

I want you to draw
me another picture

of where you see yourself,

where you want to be exactly.

Okay, now explain this one.

- Well, these are all
the things that I want.

I want money, of course.

I don't want to ever have
to worry about money.

I want to be well off.

I want to have a
couple of kids someday.

I want a restaurant
or a hardware store,

you know, something that
I can just call my own.

Have a nice car to
drive around in.

And I put these
books here because

I want to be smart, educated.

A house.

I drew this girl
because I figure

if I'm gonna have kids someday,

I'm gonna need a wife, right?

I wouldn't mind having a girl.

- Excellent.

What's the meaning
behind the circle?

- I thought the circle
is the only shape

that doesn't have any edges.

It doesn't stop,
it just keeps going

around and around,
no beginning, no end.

It's just open, it's...

I don't know.

And I put all that
stuff in there

because I just don't
want it in a box.

I don't want my life in a box.

It's been there too long.

- You're not all
that dumb, Lawrence.

You got heart.

- Well, that's what
my ex-girlfriend

used to tell me all the time.

- Oh!

So, Lawrence has had a
lady in his life recently.

- No, no, not recently,

but a long time ago.

- Oh, I see.

Does she have a name?

- Yeah.

Cindy.

She was great.

But things just didn't
work out between us.

- Cindy.

She have a last name?

- Schuler.

- Holy shit.

Did you graduate from
Stonebridge High, Class of '55?

- I didn't graduate, but
that would've been the year.

- Downey.

Lawrence Downey.

You son of a bitch,
don't you remember?

It's me, Billy!

- Oh, shit.

- Man, I remember when
you were dating Cindy.

I was head over heels for
her, and you were just...

I was so jealous of you.

- Well, you married her, not me.

- That's true, I loved her.

But in all those years,
she never looked at me

the way she looked at you.

- Ah, sorry.

- It's okay.

- So, how's she doing?

- She died.

It was 12 years ago now.

- I'm sorry to hear that.

- It's okay, not your fault.

Cancer's fault.

What are the chances
that God would bring

two bums like us together again

after all these years?

- Is that called karma?

- That's called irony,
Lawrence, irony.

- Well, listen, I understand
if you don't want to help me,

but don't call the station,

just give me some time
to get out of town.

- Lawrence, sit.

I don't hate you.

I don't even dislike you.

I'm going to help you.

I know you're a good person

who's just got himself
in a bad situation,

made a couple bad choices.

Right now I'm going to
call you my student,

you can call me your teacher.

At the end of all this, we'll
call each other friends.

All right.

Now, let me teach
you some good shit.

Oh my gosh.

Is he dead?

- I'll go mouth to
mouth and find out.

- Oh, is the inmate still here?

- Mr. Murphy, it's us.

We all got tested, and well,

it turns out we're
your children.

- Oh, Wayne, in your dreams.

- I actually did have a
dream about that once.

- She was probably just
shocked in the moment,

didn't know how to
respond, that's all.

- Okay, then why'd she
say no instead of yes?

- Because she wants
you to ask her again.

- Nah uh, no way.

- Come on, Cal, you
said it yourself.

She smiled, clapped at the game.

She saw how much you
was a stud out there.

- No, that doesn't
mean anything.

- It means you have her
exactly where you want her.

- Okay, but if I ask
her to the movies again,

I'm just gonna sound desperate.

- Well, don't ask
her to the movies,

ask her to something new.

- Such as?

- I don't know, the right
thing will come to you.

And when it does,
just go for it.

Don't let fear stop
you from asking,

because then it's still a no.

- Okay.

I mean, I guess I'll
think of something.

- Knock 'em dead, Cal.

- Wendy, shut up!

- As we wrap up this afternoon,

I wanted to let you all know

about something very special,

which I'm sure most
of you know already.

I want to remind and
encourage you all

to be a part of prom
that's happening

not this weekend, but next.

Prom is one of those things
you just never forget it,

and you don't want to miss it.

So, I encourage you guys
to ask a pretty girl

and have a fun night.

And just for the record,
I am free that night too.

Don't be shy.

- Look, Cal, any girl
you ask to a dance

is bound to say yes.

I don't want
just any girl, I want Kerri.

- Well, she's bound
to say yes too.

- Why does everyone
keep saying that?

Don't you know she said no to me

the first time I asked her out?

- Who's everyone?

And so what?

That was then.

She was just nervous
the hottest stud

in class asked her out.

- Shut up.

- Look.

Girls love to go
out and be seen.

She wants to be asked.

- I don't see you asking anyone.

- Oh, I'll make my move.

I've got my eye on Tracy, slick.

- Oh, yeah?

You're gonna ask her?

- Yeah.

Yeah, we'll see.

- Wait, what?

- Well, look, if you ask
Kerri and she says yes,

then yeah, I'm
totally gonna ask her.

But if she says no, well
then, forget it, I give up.

Get outta here!

- Look, it's not about
how you play the game,

it's about whether
you win or lose.

- Okay, Potsie.

- Hey...

Call me the Fonz.

- What if Shane
asks Tracy first?

- Well then, I guess I'd have
to find out where he lives,

sneak into his house, find
him sleeping in his bed,

and then beat him over the head

with a sock full of padlocks.

- Here's what you need
to take from all of this.

You can have the fanciest
stuff, nicest cars,

hot wife, it's okay,
they're all okay.

But one day you're gonna
get to the end of your life

and you're gonna
realize you're going

in one of two places.

Heaven or hell.

And you get to choose,
it's your choice.

And of course, everyone picks
heaven, everyone wants heaven.

But nobody ever wants to make
the hard choices to get there.

Now, you get to choose, okay?

But once you choose,
you can't re-choose.

All right?

Now, right now you're
in a hell, figuratively.

Well, literally speaking,
considering your situation.

But you still have the
choice to choose the heaven.

Freedom.

That's the difference right now.

I say all this to
tell you to make sure

that you're keeping the
main thing the main thing.

When you get out of here

and you start a new
life for yourself,

and I know that you will,

always remember to keep
your priorities straight.

Otherwise, you know
where you'll end up?

Right back in hell.

And life doesn't often
give you second chances,

but you've got one in
front of you right now.

Take advantage of it.

- Have you ever
considered preaching?

- Have you ever considered
running for president?

Knock, knock.

- Mr. Williams.

What are you doing here?

- I was looking
for my bag and...

Who's he?

- Just a friend of mine,

I'm helping him with his taxes.

- He have a name?

- Calvin.

- Pleasure to meet you, Calvin.

- Look, Shane, normally
I'd have you stick around,

but this tax stuff
is rather personal.

Would you mind grabbing
your bag and taking off?

- Oh, yeah, of course.

Oh, shit, my bag's not here.

I must've left it at the park.

All right, night, fellas.

- Roy!

There's a mark over here.

If you're mopping
and you don't have

a caution wet sign up,

then clearly you're
not doing it right!

When you're done with
this, do it again!

Damn it!

Which one of
these looks like the Earth?

The circle!

The line.

Shane is actually
correct on this, Mr. Stein.

The Earth is round.

Yes, I know,
but that wasn't the question.

The question was, what
does the Earth look like?

And to our eyes, the Earth...

All right, so that's enough
physics for my brain.

You guys get outdoors,
enjoy your afternoons,

and I'll see you here on Monday.

- Hey, Kerri.

- Hey.

- That was some pretty
interesting science
stuff today, huh?

- Yeah.

I had no idea about that stuff.

- Yeah, me neither.

Has anyone asked
you to prom yet?

- No.

- No?

Hey, and I know what
you said the other day,

and well, prom seems pretty
fun and everyone's going,

so I guess what I'm saying is,

if you're free that evening,

then maybe you'd
want to come with me?

- Sure.

That'd be great.

- Okay.

Okay, cool.

All right, I'll
pick you up at 6:30?

- Sounds good.

- Okay.

- I'm looking
forward to it, Cal.

Have a good weekend.

- Have a good weekend, Kerri.

Yes!

- Nah uh, no way, there's no way

you're gonna convince
me that the Padres

are gonna win the series.

- You're ignorant, Lawrence.

And while ignorance is
bliss, it's not always right.

- They're not gonna win,
no matter what they do.

I mean, the JV team
has a better chance

of winning than they do.

- All right, well, as your
teacher and your friend,

I'm advising you not to put
your money on the Dodgers.

- And as your friend,
I'm advising you

not to put your
money on the Padres.

- All right.

So, what's your plan now?

- I'm gonna go west.

- How soon?

- I'm gonna pack up my stuff

and leave as soon as
the coast is clear.

Maybe tomorrow night
or the night after.

- Okay, sounds good.

- Yeah.

Thank you.

A, for not calling the
cops in the beginning,

and B, for not shunning me
when you realized who I was,

and C, for being a
friend, a great teacher.

It really means a lot to me.

- Thank you very much.

Do me a favor.

- What's that?

- When you get out,
drop me a line.

- You're never home,
you would never answer.

- True.

Send me a letter then.

- Fair enough.

- Good luck.

Are you gonna ask her to dance,

or are you just gonna stand here

drooling over her all night?

- I will, I will, just-

- Well, come on, man!

She's expecting it, you
asked her to this thing.

- I know, I know.

- All you fly love birds
aboard Flight 19K5,

this is your captain speaking.

We've reached a cruising
altitude of 30,000 feet.

It's time to spread
those wings wide

and let love fly.

Fellas, squeeze
your ladies close

and guide her side to side.

Come on.

- All right, pal, that's us.

Well, go.

- So, would you like to dance?

- I would.

- I like your dress.

You look really pretty in it.

- Thank you.

- You know, I wouldn't
have rather asked anyone

other than you.

- I'm glad you asked me, Cal.

- Hey!

Scumbag!

Hey, I'm talking to you!

Lawrence, I'm talking to you!

Holy shit!

Hey!

Hey!

- How cute would it be if
Kerri and Cal got married?

- Can you picture you
and me getting married?

- They would be
so cute together.

- Well, yeah, I guess
if she says yes.

- Is he thinking about asking?

- Are you kidding me?

Googly eyes over there
goes into gaga land

every time that
girl's in the room.

He'd of asked her yesterday

if he knew she'd say yes.

- That's so cute.

He's like a modern day Romeo.

- Yeah?

Well, you know what
happened to Romeo.

- He fell in love?

- He dropped dead.

- Ladies and gentlemen,

you've been an amazing
crowd this evening,

but Cupid still has one
more arrow in his quiver.

So, point it at the love
that makes your heart shiver.

Here's one more memory
for your memory banks,

brought to you courtesy of
your evening's fly captain.

- Maybe we should dance closer,

so we don't have to worry
about where to look.

- Okay.

- And he was
determined, stubborn,

and a little ignorant but...

Carl!

I encourage daydreaming,
but not that kind.

So, my point is,

you don't have to do
what your parents say,

you don't have to do
what your friends say.

You don't even have
to do what I say.

Listen to your heart.

Sometimes it doesn't make sense.

Society tells you to go to
school, get an education,

find a job, blah, blah, blah.

But I'm telling you,

if that's not what
your heart says to do,

then don't do it.

Find what makes you
happy and do that.

And if you don't know,

you've got some time
to figure it out.

Just don't take too long, okay?

And he was
right there this morning,

I saw him with my own eyes.

And he wasn't
see-through neither.

And that refrigerator,

he's not gonna squeeze
between those bars.

- Well, no shit!

- So, what are you gonna do?

- Knock, knock, Albert Einstein!

- Get up, Lawrence!

Hey, what are you guys doing?

- You're getting
hauled over, scumbag!

Let's go, let's go!

It's been too long, Lawrence!

- Don't look so sad, Larry.

We've got a visitor
coming for ya.

He'll be here about
quarter to noon.

- Bastards!

- On a traffic
light is the green

on the top or the bottom?

- Um, bottom.

Correct.

What two letters are not
on the telephone dial?

- B and W?

Eh, wrong.

Q and Z.

When we walk, does
your left arm move

with your right
or your left leg?

- Uh...

- Pop trivia, Shane, not chess.

- Swings with both, right?

- No, your left arm moves
with your right leg,

that's how we stay balanced.

How many hot dog buns
in a standard package?

- 8?

- 6.

American flag, top
stripe red or white?

- Uh, white.

No, no, no, red.
- Nice pump fake, yes, red.

What side of the blouse
are a woman's buttons on?

- Right.

- Correct.

Sleepy, Happy, Sneezy,
Grumpy, Dopey, Doc.

Who's missing?

- Bashful, Professor.

- Can I help you officers?

- We were hoping we could
give your class a little demo.

Teach these younglings
about Miranda Rights.

Why don't you go ahead and put
your hands behind your back?

What are you talking about?

- You have the right
to remain silent.

And hum-dumb-diddly-doo.

You know the rest.

- Sorry, kids.

This is just a misunderstanding.

Be back here on Monday,

or I'll give you an assignment
none of you will like.

I'll be back.

- Settle down.

- I'll be back!

- The only thing you kids need
to learn today, authority.

A-U-T...

Thority.

Shane.

Tell your momma her
garden looks real nice.

- Come on.

Get in there!

Now, see what you get for
making friends with assholes?

Nobody likes that guy.

- Lawrence?

- Right next door, buddy.

- I guess I'm your new neighbor.

I'm sorry about this, man.

- Hey, it's not your fault.

- I know that much.

It's your boy that sold us out.

- Shane?

- Backpack boy.

- Yeah, that's him.

- I wouldn't worry
about it though.

They can't charge you.

Just got you in here to
scare you a little bit.

You'll be out in a day or two.

- How about you?

- Eh, it's my new cell.

I figure they're gonna keep
me in here for a while.

- Sorry.

- Remember all that talk
about second chances?

- Yeah.

- Was it all some bullshit?

- No.

But you're past that
now, onto third chances.

Is there such a thing?

- Never heard of it.

But I've been wrong before.

- Well, let's hope that
you're wrong this time.

- Yeah.

Let's hope.

- All right, look, pal.

You can't keep waiting for
the perfect moment forever,

'cause sooner or later you're
gonna miss your chance.

- I'm gonna do it,
I'm gonna do it.

I mean, you'd be nervous too

if you're asking the
prettiest girl in the school.

- All right, I'll tell
you what you should do.

Before you go out tonight,
do a lot of speed.

It'll help calm your nerves.

- No, no, Ray,
you're insane, man!

- Look, Cal.

You just gotta calm down.

- I'm calm.

- Buy her some flowers.

She'll know you mean
business that way.

- Did Tommy like his flowers?

- You know, I
really think he did.

- Look, sir...

If you just give it one
read, I know you'd...

I am, I am.

But that's not...

It has potential.

I understand.

- Rise and shine, teach!

- So, all in all I give
jail 3 out of 10 stars.

I'm guessing prison
would probably be a 1,

but you know, jail...

It's not all that
bad, some nice things.

Gives you some time to think.

But as shocKing as it sounds,

school's a lot more fun, right?

All right, that's enough
ranting, you guys are dismissed.

Shane, can you stay
after for a second?

How are ya?

- Look, I didn't think
they were gonna throw you

in the brink, all right?

- So, why'd you tell?

- To put him back
where he belongs.

- He's just trying
to learn, Shane.

- Yeah, well, frankly,
I don't give a shit.

- Hey.
- Hi.

- I got these for you.

- Thank you, that was nice.

- Should we sit?

- Yeah, yeah.

- So, I was just thinking,

well, I guess if
you'd be interested,

I was wondering if you'd
want to go together.

With me, obviously.

- I don't quite know
how to say this...

I think you're a
great guy, Calvin,

and you're sweet, really.

I had an amazing time at prom,

and I was so flattered
that you asked me,

but I'm not interested
in going steady with you.

I see us more as friends,

and I'd like for it
to stay that way,

I just don't want
to lead you on.

- Yeah, no, I understand.

- You're sweet, Cal.

You're a good friend.

- Lawrence?

- No, it's Carl.

Hey.

What's going on?

- Uh, not much.

Do you remember the other day

when you hit me in the
face with the ball?

Oh, look,
I'm really sorry about that.

- Look, it's totally
cool, just after I woke up

you were talking about
doing what you want in life,

and how you shouldn't
be concerned

about what the whole
world thinks of you,

and that really hit me.

My parents want me
to go to college

and study business and play it
all safe in life after that,

and that's not
what I want to do.

I thought at first maybe
I was just being stupid

or dreaming too big,

and that it was
only just dreams,

but I've thought about it,
and I've prayed about it,

and after high school,
I'm gonna move out west.

I want to be an actor.

This is all just so crazy, like,

I wanted to do this
for such a long time

but I haven't been
man enough to say it,

and I haven't told anyone,

I just thought you should
be the first to know

since this is kind of on you.

- I'm proud of you, Carl.

Don't forget about me
when you make it big.

- I won't.

How about you take
my autograph now?

There you go.

- Right after you
make your first movie,

I'm taking this
to the pawn shop.

Counting clouds, Mr. Williams?

- Something like that.

- I like to do
that too sometimes.

Helps clear my head.

- Oh, really?

How about your problems?

- Well, I suppose that
depends on the problems.

You know, I usually like
to sit at this bench

and read in the afternoons.

How long are you
planning on lounging?

- Through the night.

It's cold at night, you know.

- I know.

- All right, grab
your bag and jacket,

let's walk back to school.

What for?

- Better spot for lounging.

Let's go, on your feet.

- Nobody's gonna know
about this, right?

- Lips sealed.

- Why are you doing this for me?

- Shane, even punks like you

need a warm place
to sleep at night.

Now let's go, on your feet.

Chop, chop!

You know the best part
about staying here?

- What?

- You don't have to wake
up until exactly 8:00.

- Yeah, I guess that's true.

- And of course, it's free.

All right, Shane.

Goodnight.

- Hey.

Thanks.

- Don't mention it.

Remember at the
beginning of the year

when we talked about the things
that you can live without?

Math, science, even
water for a few days.

But the one day we couldn't
live without was love.

That it was unconditional,
safe, yet dangerous,

and that the beauty of it all

is it could be found
just about anywhere?

Remember this.

If there's one thing I'd like
you to take from this year,

remember that lesson.

Not the physics demonstration
or the show and tell.

At the beginning of the year,

I didn't know any of you.

Now, you all have a
special place in my heart.

And I know that sounds a
little cliche and sappy,

we still have a
little ways to go,

but we've all been
through a lot,

and this just felt
timely to say.

All right, you guys
all get out of here,

have a great weekend, and
I'll see you on Monday.

Miss Kennedy, what
can I do for you?

- This is for you.

A deal's a deal.

Well, I'll be damned.

- Ready, break!

Blue 42, blue 42, set, hut!

- And I promise it'll
be worth your time.

Look...

I'm not gonna stop calling
until you give it one look.

One look, that's it.

And if it's garbage and that's
what you think, then fine.

I'll never call again.

But please, just
give it one shot.

I understand.

Thank you.

Thank you.

Yes!

Yes!

Yes!

Oh my...

Yes!

Yes, yes!

Oh my god.

- Well, the man's
not a damn ghost!

His cell was locked, I
personally tested it myself.

So, you tell me how in
the hell he just vanishes!

- I'm not responsible
for this podunk.

I don't see how it's possible

for this guy to play
Houdini like he does.

- Well, you better
figure it out real quick

before the county comes
and shuts this place down,

and your ass is
serving hot fries

down at the local drive through.

Where in the hell does
he think he's going?

Roy!

Roy, come back here,
I want to talk to you!

Roy!

I'm not done with
you, you big dummy.

Roy!

Are those floors mopped?

Hey!

I'm gonna inspect those,
and if they're not done,

you're getting
right back up here.

Roy!

Roy!