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Dear David Bowie...

Well, it's Monday morning, which,
let's face it, in Cincinnati, is redundant.

I'm getting ready for school,
or, as I like to call it,

Guant�namo with a lunch period.

My mom says
that's seeing the glass half-empty.

Personally, I just hope one day
to actually see the glass.

Will, you're going to be late.

Will?

Are you writing another letter
to David Bowie?

Doesn't it bother you
that he never writes back?

- He knows that would only intimidate me.
- See, why can't I process rejection like that?

Good. Let's go.

So, what does the white whale
symbolize here?

School isn't gut-wrenchingly awful.

Mostly, it's just kind of like novocaine
for the soul.

I tend to make snap judgments
about people

based on what kind of music they like.
Like these kids are into hip-hop lite,

the kind where some rapper does one verse
of a Christina Aguilera song.

Then there's the "Trustafarians. "

Rich suburban white kids with knit caps
and $2,000 dreadlocks extensions.

The indie-rock clique is made up of me
and one other kid I refuse to meet

until he bathes
and stops flattening his hair with his hand.

What can I say?

I think I just kind of missed the memo
about how to fit in in Cincinnati.

I'm sorry. That was an accident.

- Dewey.
Dewey!

Dewey!

Oh, well. As a wise musician once said,

"I have become comfortably numb. "

Well, that's all for now.

Your number-one fan, Will Burton.

What's the one thing I could say right now
to make this better?

You quit your job
and we're moving out of Cincinnati?

I quit my job
and we're moving out of Cincinnati.

- You're a cat and I'm just your play toy.
- No, no, I mean it, I mean it.

- Aunt Nan gave me a job.
- In Jersey?

Yeah! Yeah, and it's more money,
and flexible hours...

- Seriously?
- Yeah! And it's perfect.

The schools in Jersey
start second semester later.

Mom!

What? What is it?

I mean, it's not going
to be any different there.

Okay, there's the Will Burton
I know and love.

God, for a moment,
you were actually possessed

by a happy, well-adjusted teenager.

- It might be different. Different kids.
- Yeah, but same me.

Hey, hey. You are not the problem.
You are terrific.

Will.

Listen, honey, if you miss out on life,
they win.

- If you just put your hand in mine
- If you just put your hand in mine

- We're gonna leave all our troubles behind
- We're gonna leave all our troubles behind

- We'll walk and don't look back
- We'll walk and don't look back

- Don't look back
- Don't look back

Okay, Mick Jagger recorded this
with Peter Tosh.

It's almost ska.
It's like reggae, but it pops more,

and they don't sing about Jah.

You have no idea
what I'm talking about, do you?

No.

But it's nice to see you so happy!

Lodi!

Will, honey, it's a big day tomorrow.
Get to bed.

Well?

Elvis is entering the building.

- Unharmed?
- Completely.

All right!
See, I told you it would be different here.

Night and day.

Dear David Bowie,

there's one big advantage to
my new school over my old one: anonymity.

All those years of wishing I could
make myself invisible?

Turns out, all I had to do
was move to New Jersey.

Happy New Year, Van Buren! What's up?

I just have one question for you.

What's gonna happen
3, 600 hours from right now?

- Bandslam!
- Bandslam!

And who's gonna bring home the gold?

- Glory Dogs!
- Glory Dogs!

Give it up for Ben Wheatly
and the Glory Dogs!

Lunch today was like
a Nuremberg rally produced by MTV.

Yes, you're number one!

Out of nowhere,
people were acting like maniacs

over something called Bandslam.

- I love you, Ben!
What's up, Van Buren?

All right.

As we all know, last year at Bandslam,

the Glory Dogs tied for second
with the Burning Hotels.

Well, that's not happening this year.
You know why?

Why?

'Cause there's some new dogs
in the pound.

First up, all the way from Montclair,

Living with his dad, who he hates,
just to play with the Dogs:.

Dylan Dyer!

Exactly how big is
this whole Bandslam thing around here?

Texas high-school-football big.

- You're new.
- Yeah.

Let me see your class schedule.

We have Human Studies together.

What's your name?

Will Burton. What's yours?

Last, but certainly not least,
everybody loves a drummer.

We got a bad boy on the kit,
and his name is Boe!

The "5" is silent.

Kit is crazy.

Incredible.

- What are you doing?
- Let me have a...

What are you doing?

Dear David Bowie,

today in my Human Studies class,
our teacher, Miss Wittenberg,

said the two words I dread more
than any others in the English language.

Buddy up.

This semester,
I want you to pick someone in the class

and create a presentation
that will show us who that person truly is.

Now, you can use photography,
poetry, video. Get creative, people.

You'll have to get together after school.

We're gonna know each other
in ways we never expected.

Hey!

Hey, Good Samaritan,
do you like kids?

- What!

- Do you like kids? It's a simple question.

Of course you do.
All Good Samaritans like kids.

It's in the handbook.

Come on, we don't have a lot of time.

Wait!

- This is a daycare program

our fair school set up
with Lindsay Elementary around the corner.

Open. Right now.
Right now, right now, right now.

- I'm sorry. Are you okay?

- Do not come near me!

Are you all right?

If anything happened to my cello,
I'm going to sue his parents.

Seems all right.

It's impossible to tell until you play it.
It's not like it's a viola.

Do you want to start?

What's your favorite color?

Come on. I mean,
we have to dig a little deeper than that.

This project counts for, like, half our grade.

Look,

why don't we take each other
to, like, our most favorite spot

and our least favorite spot
in the whole world?

Ok!

- Can I get back to you on that?

- Why do you talk like that?

- Like what?

- Like that.

Why do you look like that?

- I just do.

- Same here.

I used to stutter.

Emotion is overrated.

There may be a middle ground.

Idiots.

Morons.

- They're not gonna want to listen to that.

- Halt.

Way to soothe the savage beast.

You are a weirdo, aren't you, Will Burton?

- Beef jerky!

Beef Jerky!

- Beef jerky!

Beef jerky. Teriyaki flavor.
They... They love it.

Okay, ready?

You.

Who's...

Oh, uh...

That's Mr. Berry. He "supervises. "

All right, everybody, sit down.
Come on, monsters.

- Name?

- Will. Will Burton.

Charlotte Barnes.

Ladies and gentlemen!

Will Burton is in the house!

Can I have your iPod?

Hey, Rory,
you want to listen to some of Will's music?

Is it like your band? Glory Dogs rock.

Ex-band, Rory.

She wants you to do this every week?

You know, just 'cause someone
tells you to do something

doesn't mean you have to do it.

Why is she still here?

I thought you trained these dogs
at Aunt Nan's kennel.

She's getting placed tomorrow,
with a lady who has tummy issues.

Yeah. Right, Mazzy? Mazzy, Maalox.

So, now, since when are you so interested
in daycare?

Since when do you talk to the dogs
like that?

Since when did you get so good
at changing the subject?

- That's appetizing.
- Yeah, and it's not Maalox. Mazzy, Maalox.

So, what's this Charlotte like?

Not only is she the coolest person
who's ever spoken to me,

she's potentially the coolest person
on the whole planet.

But please,
don't make a big deal about it, okay?

- Is she pretty?
- Mom!

We are not going to sit here,
do each other's nails

and gossip about crushes, okay?
Not gonna happen.

Tylenol is not Maalox.
Well, it's not a bad idea. High five!

You walk home from school?

School bus waits for no one.
Not even art class.

Hey, want to see the coolest place ever?

- My dad used to bring me here.
- Is he dead?

No. Take it back.

I take it back. Sorry.
Just the way you were talking about him.

No, I'm sorry.

It's just last summer he got sick,

and I don't like putting stuff like that
into the universe, you know?

Can I ask a question?

You're a senior.

- Was that the end of the question?
- Why are you hanging out with me?

I don't do whys.
Okay. The Velvet Underground.

If I'm going to teach you the basics,
we might as well start with the best.

Well, actually,
if we're gonna start with the Velvets,

I'd rather listen to the 1969 self-titled
The Velvet Underground.

Unless you think the band went downhill
when Lou Reed fired John Cale.

Who are you?

Will.

Do you know a lot about music?

Yeah.

- Why hasn't this come up before?
- We didn't really have a before.

Good point.

- My dad's a musician.
- No way. Have I heard of him?

No, he's what they call a sideman.

If The Who need a keyboard
during their tour,

or Sonic Youth wants a synth part
on a track...

Wait, he tours with The Who?

I know it sounds cool, but I mean,
it just means he's never around.

That's why my mom divorced him.

So, what's the deal with the whole
Bandslam thing? It's like a town obsession.

Yeah. That's because the winner
gets an actual bona fide record deal.

Seriously?
Yep. Seriously.

Do any other bands from the school enter?

Going up against Glory Dogs
would be like burning the American flag.

- Then why'd you quit?
- I told you, I don't do whys.

Besides, I'm thinking
of starting another band.

Hey, come hear us jam on Saturday.

Give us the benefit
of your vast musical knowledge.

- I don't really do well in groups.
- Always do the thing that scares you.

Hello, London!

I want you to want me

I need you to need me

I'd love you to love me, yeah

And I'm begging you to beg me

Shine up the old brown shoes
Put on a brand-new shirt

Get home early from work
If you say that you love me

Didn't I, didn't I, didn't I see you crying?

Didn't I, didn't I, didn't I see you crying?

- Who's this?
- Oh!

Hey! This would be the coolest kid ever.

Knows absolutely everything about music.

Guys, this is Will. Will, this is guys.

- What's up?
- So, what do you think?

I mean, it's pretty tasty, huh?

Did you catch how, like, my bass line,
it shadowed his lead guitar?

I mean, it was almost like I was a bodyguard
for his riff, dude. He was like...

And I was like... And he was like...
And I was like... And he was like...

Dear David Bowie, how do you tell
Pinocchio he'll never be a real boy?

Okay, okay!

Okay!

Look, I know you're going for this kind of

Thin Lizzy, dual guitar,
third-above harmony.

- Right.
- But, I mean, it's tough, sonically,

to pull off, because you can't
get the bass sound fat enough,

or even in the same octave
to create any real presence.

Especially if your instruments
aren't exactly tuned to each other.

- I bloody well told you!
- Did you? When?

Bug, you stupid git, I don't need any
more of your bloody nonsense.

I don't need any
of your bloody Englishisms.

You're not English, Omar, you are
from Newark. Get that hand out of my...

Hey, wait, wait, whoa, whoa. Can it.

Look, we were afraid of sounding too slick.

No, you're safe.

What else?

I mean,
they don't really want to hear what I...

No, what else?

I can't stress how badly
you need an actual drummer.

Well, what about me, then?

No offense, but it seems
like you're trying way too hard

to be Flea from the Red Hot Chili Peppers.

I am not.

Okay. It's just with all the jumping around
and the shorts...

Come on, man. I don't want to be Flea.
I don't even like Flea.

- Yeah, what's your name?
- Bug.

- I mean, what's the band called, anyway?
- Glory Dogs.

Isn't that the name of the other band?

No. They're Ben Wheatly
and the Glory Dogs.

Like Bruce Springsteen
and the E Street Band,

or Tom Petty and the Heartbreakers.
You get it?

That way, he can fire whoever he wants to
whenever he wants to,

and it stays his band.

Look, are we through here,
because I'm starving.

Yes. Come on.
So, Will, every Saturday at noon, right here.

And don't be late.

So, Omar, where exactly in England
is New Jersey?

Bug, leave it out.

Miles Feltenstien is a puzzle.

An enigma.

A sphinx.

- So, I guess we should get together again.
Okay, sure. What about your house?

Can you have friends over?

Friends. Don't have those.

Me neither.

Maybe we could not have friends together.

Actually, I might have one friend.
You know Charlotte Barnes?

- Since I was 10. She's a senior.
- Yeah, I thought that was weird, too.

So there's a 50% chance
that I might be the punch line

to some elaborate practical joke,

but she seems pretty sincere.
Are you friends?

Ever hear a stutterer laugh?

Ha.

- Be careful, Will.
- Why?

Leopards and cheerleaders
don't change their spots.

She's a cheerleader?

Was. Last year. Junior prom queen, too.

That's amazing to me.
I mean, she seems so...

Not.

She's got her own Wikipedia page.

You're head cheerleader?
I read your Wikipedia page.

Was. That was last year. Another life.

Hey, I notice you never say anything
about my vocals.

Afraid I'll stop being your friend
if you rip me a new one?

What? No. You're amazing.

- Don't get infatuated with me.
- I'm not getting infatuated with you!

Please, Louise!
You'd eat my laundry for a month if I asked.

But I'm never going to ask you, Will.

This has just become
my new least favorite memory.

Yeah, yeah, yeah, we get it.

Hey, Charlotte.

- What's up, guys?
Hey.

What's going on? Omar.

Hey, you got a little something
on your upper lip there.

Don't talk to him.

Why? All right, what did I do?

Do you have a head injury?

I did not screw them over.

I have a chance to play with my heroes,
you know?

Dylan Dyer is an artist, right, Omar?
You said so yourself.

- He's all right.
- "He's all right"? The guy's a monster!

- Well, what about loyalty?
- No one's saying you aren't good,

'cause you guys are good.
You guys are really good.

We just have to be great, you know?

And sometimes you just have to realize
when it's time to step aside.

- Like right now. I have tables.
Why are you being like this?

You quit before any of this
even happened with them.

All right, can we just please
go somewhere and talk?

- I'm working.
- Okay, then tomorrow, after last period.

- I'm hanging out with Will.
- Who the heck is Will?

That the heck is Will.
Say hello, the heck is Will.

Hi.

You gotta be kidding me.

Will happens to be my friend
and the manager of my new band.

- Whoa! Hey.
- What?

- Your band? You guys are a band now?
- Yeah.

- And he's your manager?
Yeah.

- This is crazy!
- Holla.

It gets worse.

This year, Van Buren's
sending two bands to Bandslam.

What? What? No.

You guys are going up against Glory Dogs?

We are Glory Dogs!

You have changed, Charlotte.
Everybody says so.

Everybody's right.

My cell phone died.

- So, what happened?
- I got caught up.

All day?

With Charlotte.

I'm managing her band.

You're what?
I thought you were doing daycare.

- She's very demanding.
- Well, shouldn't we talk about this?

No. I think we should trust me.

Well, I do trust you.

It's just that five minutes ago
you were afraid to get on a school bus,

and now you're managing a band.

It's all just moving a little fast,
don't you think?

I made some friends, Mom.

I know.
It's uncharted territory for both of us.

Twizzler?

Food of the gods.

It's ska.

I like it.

- It's like reggae, but they made it their own.
- Exactly.

There you are. Hey.

Wait. Don't tell me you're the world-famous
Sa5m-the-5-is-silent.

For that alone, you are my hero.

- I'm Charlotte. Nice to meet you.
- I've known you since fifth grade.

You used to babysit me.

Huh.

Come on. Time for the ankle-biters.
They'll eat their own if we're late.

- Are we still gonna meet up after school?
- Yeah, it's a date.

Not like a "date" date. You know,
we're just working on a project for class.

- It's not like we're dating.
- She gets it, Will.

Okay. See you.

Nice seeing you again, Sa5m-the-5-is-silent.

Genius.

Dear David Bowie,

despite my usual worries and fears
and complaints,

Van Buren does not actually
completely suck.

As for the band,
they finally agreed to add a drummer,

but only if it's Basher Martin.

Apparently, he's the best drummer
in school,

but all he takes are auto shop
and anger management classes.

Which he failed.

Twice.

I just have to be cool.
I just have to walk right up to him and say...

Drums.

What about them?

Look. You can either say
what's on your mind,

or take your little afro
and go ahead and scurry back...

You play.

Wow, this is hard.

I'm Will. I manage this awesome band.

We need a drummer for Bandslam.

Hey, look, I'm sorry.

You know, I need things in my life
that keep me calm.

You know,
I hate the whole Bandslam thing.

It's just a bunch of lemmings
chasing after a record deal,

but they don't care about their art.

You know, I care about art.

And if you do too,
then how can this be enough for you?

I mean, you're a musician,

and here you are going through life,
passing people every day,

and no one knows that inside,
you're this golden god.

Don't you feel like Clark Kent?

I do kind of feel like Clark Kent.

Look, I'll tell you what.
Have them make a rehearsal demo.

I'll check it out, see how they sound.

No. That would be like licking the pages
of a cookbook.

You have to actually go hear them.
Play with them.

Make them great.

Who's the babe?

I dig older chicks 'cause they're
the only ones who really get me.

That's my...

Older sister.

Well, she actually hangs out with the band,
like, all the time.

All the time.

So, you know...

Didn't I, didn't I, didn't I see you crying?

Didn't I, didn't I, didn't I see you crying?

I can't believe I'm doing this.

I have a very slim shot at being popular
if this whole band thing works out.

You can help me do it.

He is 17 years old!

He likes older chicks.

I look ridiculous.

No, you look great. We'll run you
through a carwash on the way home.

- How old did you tell him I was?
- Twenty-three.

God!

Dude, that was sick.

Look, it was obviously better,
but we still need a fuller sound.

- What?
- I'm thinking we bring in

some more players, just for Bandslam.

That's the dumbest idea I've ever heard.
Get out of my house.

- We don't need any more players!
- Hey!

We have a guest.

Hi. Thanks.

And Will's right. We probably should
bring in some other players.

- You mean, like, use sidemen?
- Hold on, wait. Use what men?

Sidemen. Will's dad is a sideman.

Plays with lots of famous bands.
Is that what you meant, Will?

Will's dad is joining the band?

... these huge stadium crowds at that time,
and I'm thinking,

"What are these people doing here?
Why have they come to see me?

"They should be seeing Phil Collins.
They were definitely... "

I'm taking a shower.
I'm taking three showers.

Will, what's a sideman?

'... your mother and I,
we tried to protect you from all this,

"but... Well, if you must know,
your sister ran away. "

"Why did you kill Ziggy?"
It was hard for all of us...

Yo, his name is Chet
and you know he's crunk

He likes the girls that got the junk

He's a paperboy
And he's making them bills

He got these diamonds all up in his grills

He makes the grades from day to day

When he go to the club he don't gotta pay

Hey, we're almost the only ones left to go.
We should get together.

Soon, I promise, 'cause I really
have to work on the band now, you know?

They have to sound fuller.

They're Living on Cheap Trick covers.
It's embarrassing.

You don't have to. You want to.

You haven't heard them.
Believe me, I have to.

You want to.

Dear David Bowie,

first thing we need is a brass section.

Though, granted, Van Buren
has a limited pool to choose from.

The pianists around here are all classical.

If Arcade Fire can have a cello,
we can have a cello.

- Need a hand?
- Need a Stanford-Binet test?

What? Sorry. It looked heavy.

I have eight weeks
to turn them into an actual band.

We need to take all this
psychotic energy and talent

and turn it into something new.

Okay, look, let's just start
by playing something simple.

You guys ever heard of blue beat?

Basher, get behind your drum kit.

Please?

All right, now, give me a Sly and Robbie
kind of groove, you know?

- Something 2 Tone.
- I don't do blue beat.

Everybody knows
you could beat that kit senseless,

but real power is in holding back.

Control, you know, finding a groove.
Come on.

Use some hi-hat.

Okay, you know what a reggae groove is.
Cross stick.

There we go. Kick drum.

Sweet. No wonder you are a legend.

All right, Bug, come on, come on.

All right, listen to what he's doing
and try and play against it.

Okay, that's good.

There we go.

That is what I'm talking about. That is what
you call a rhythm section. Everybody!

Come on. Just make up your part.

Don't worry about it being perfect, okay?

Just make it fit to what you're hearing.

And after the one,
let me hear some trombone.

Trumpet.

And sax.

Will Burton, you are amazing...

Mon.

You guys are gonna sound great.

But for Bandslam,
we need to find that one great song

- that says who we really are.
- So what exactly are you looking for?

I mean, I don't know,
but I will when I hear it.

What else?

All right, we have to talk
about the band name.

I mean, there can't be two Glory Dogs.
There just can't.

- Why? We are the Glory Dogs!
- We are the Glory Dogs. Yeah?

Honestly, the name just sucks.

It's lame and generic
and sounds like a Springsteen cover band.

Okay, well, what do you want to call us?

I Can't Go On, I'll Go On.

I Can't a What a What?

I Can't Go On, I'll Go On.
It's evocative. It's memorable.

It's ridiculous!
And it's not a name, all right?

Don't say that!
- Glory Dogs, it says we're scruffy,

- you know? We bite.
- You know, it is a name.

Like Get Cape. Wear Cape. Fly,

or Clap Your Hands Say Yeah,
which are both great bands.

This is where I draw the line.
I am not giving Ben Glory Dogs!

Get your ego out of it!

Will knows more about this stuff
in his little finger

than the rest of us put together.

You actually think we were better
before Will came along?

Yeah, we were a joke.
Now we have a shot at being a band.

Come on, to I Can't Go On, I'll Go On!

Fine. Fine.

- How was your day?
Inappropriate! Inappropriate!

- Honey, I was just...
- Taking a shower!

Years from now, some shrink will pick out
this moment in time...

Fine, fine, but hurry up.

You're pulling away from me. A little bit.

And I don't know how I feel about it.
I just... I have to say that out loud.

We are not having this discussion now.

Can we continue this after rehearsal?

Please?

On the seventh hour of the seventh day

The seventh son was looking
for a seventh-stage getaway

The word came down from a blinding light

You got one chance, baby
Baby, you better do it right

Well, I was driving down on the 101

And it was late at night and I was thinking
about the things I'd done

All of my regrets

And baby, all of my fears

Yeah, I was slipping the car
From gear to gear to gear

Hey, hey, hey

Godbless the child

Godbless his soul

God perish the idea
that he'll die before he's old

You gotta be cool

You got to behave

Man, there'll be a time for that
when I'm lying in my grave

You gotta watch your step
or you'll lose your way

Take heed of the others
and do everything they say

Watch out for the man

Who never tolls the bells

'Cause if I fear for the devil
and I fear for myself

Then I'm gonna have to fear
for everybody else

I'm gonna fly

And I'm gonna live

Until the day I die

And I ain't got time

To wonder why

I'm gonna live

Till the day I die

We still have that stupid
Human Studies project to finish,

and we haven't hung out
since you've become Joe Cool Rock 'n' Roll.

You still haven't taken me
to your favorite place.

- 'Cause I've never been there.
- How can it be your favorite place, then?

What?

Will.

What now? Huh?

Got you.

Oh, no.

- Check it out.
- Cool.

CBGB's.

The nerve center of everything that mattered
in music in the past 40 years,

and it closed
before I ever got to step inside.

Now they're turning it
into some cheesy clothing store.

It's better that way.
Now it can never disappoint you.

What are you doing?

Come on.

- Look at it.
- Yeah, it's a toilet.

Are you kidding me?

Birthplace of punk!

The Ramones.

Patti Smith.

Do you know how many times
she must've spit on this floor?

Bad Brains.

Without CBGB's,
there'd be no Sex Pistols or The Clash.

So U2 doesn't get inspired
to form a band in Ireland.

And the Killers don't hear U2 in Vegas
and decide to pick up guitars.

The list is endless!

Wow. I'm starting to feel
like a Japanese tourist.

Then the rent got jacked, like, 2,000%.

So now CBGB's is just a T-shirt
Paris Hilton wears if she wants to look cool.

I knew it'd be my favorite place.

So, what's yours?

Now this is.

It's all right. You lived.

I think if you tried signaling,
people would honk less.

- They don't need to know my business.
- It's not really a privacy issue.

Pretty good rehearsal today,
don't you think?

So, what's up with you and Sa5m?

- You like her.
- She's my friend.

- No, you "like her" like her.
- Shut up.

- Have you kissed her yet?
- No.

Have you ever kissed any girl?

Remember how I said that "eating
your laundry for a month" conversation

was my least favorite memory?
We have a new champion.

You gotta go for her. Carpe diem.

You're crazy. She'd laugh at me.

Trust me, that girl is one kiss away
from doodling "Mrs. Will Burton"

all over her sneakers.

I wouldn't even know what to do.

Okay. I only do this for people with dazzling
artistic ability and whose initials are W. B.

Come here.

Don't have an aneurysm.
This is strictly educational.

Commit everything I do and say to memory.
How you handle this moment with Sa5m

will haunt you, good or bad,
for the rest of your life.

All right.

First, start by gently moving
a strand of hair from her face.

Go ahead.

Allows you to touch her
without freaking her out.

Nice.

Now that your hand is there,
turn it into a caress down her cheek.

Once you've made physical contact,
never cede your ground.

It's very important.

Now, lower your hand
to the back of her neck.

Then lean in. Slowly. Slowly.

Breathe.

Slight parting of the lips, and...

I bet you'll never forget that song
for the rest of your life.

Night, Will.

Good night, Charlotte.

I am so going to heaven.

Hello, Mother.

- Morning.
- Morning.

You busy after school?
Have you ever been to the Overlook?

What's the Overlook?

What?

Dear David Bowie,
I wouldn't tell anyone this but you.

Boy, you sure like to read, huh?

My shrink says it allows me
to control something in my life.

This was it,
the moment that would haunt me,

for better or worse,
for the entire rest of my life.

Start with a strand of hair.

She's wearing a hat!

- What are you doing?
- You...

What was next? Caress!

This was not a caress.
This was petting. I'm petting her.

Okay, enough. This was it.

Have you seen Evil Dead II?

No.

It's my favorite movie ever.

You never get to see it in a theatre,

but it's playing at the college
Saturday night.

They don't card anyone there.
Would you want to go?

Sure. I'd love to.

Cool.

All in all, I think it went pretty well.
Your number-one fan, Will Burton.

But it's fun, it's fun.
You know, I've been in a few bands, and...

Boy, you tied the heck
out of that shoe.

Considering it was already tied
and everything.

- Can't be too careful.
- You don't have an inhaler, do you?

'Cause if you do,
you might want to get it ready.

- No!
- Yeah.

You're getting a sneak peek
at the competition,

and I'm not talking Glory Dogs.

Burning Hotels?
But I didn't think there was any way that...

Where there's a will...

Dear David Bowie,
I know it's not saying much,

but this is the coolest thing
that ever happened to me.

I got in, you got out

I walked in, you walked out

As usual I'm stuck in the middle

I'm closer to closure

Admitting that it's over

As usual I'm stuck in the middle

And now you know

That you control everything

As usual I'm stuck in the middle

And now I'm drowning

Where's Will?

In myself again

Yes, I'm drowning

In myself again

White at night

I am dead

White at night

I am dead

Who knows how I got out?

As usual I'm stuck in the middle

I am such a jerk. But it was Burning Hotels!

I had to see the competition.
Don't I get a Burning Hotels pardon?

Tell me one thing.

- Were you with her?
- Yeah.

Are you in love with Charlotte?

What?

- You are.
- I'm not.

- I'm not.
- You had a thing. I don't care.

Look, just remember.
She's trouble. Girls like that always are.

That's ridiculous.
I'm not in love with Charlotte.

You still haven't washed your hand yet.
It was that special, being with her.

- Here you go.
- Thanks.

Sa5m should be home any minute.

What is this project
that you're working on about?

Each other. We're supposed to show
the class who the other person really is.

Yeah.

You sheltered me from harm

Kept me warm

Kept me warm

You gave my life to me

Set me free

It was a competition. She didn't win.

Yeah. Judges were idiots.

Morons.

All the years I had with you

And I would give everything I own

I'd give up my life, my heart, my home

I would give everything I own

What are you doing?

- Here we go.
- What's wrong? That was amazing.

- I can't believe you showed that to him.
- Why not? What's the big deal?

Why are you here?

- I came to apologize again.
- Just go.

She'll forgive you.
I happen to be a girl. I know these things.

Yeah. Okay.

Hey, we got our first post.
"Lower your mortgage rates now. "

Does spam count?

You weren't reading my IM, were you?

You mean the one from Phil
that said "love you"?

- Yeah.
- No.

Good.

He's my dad.

- And you call him Phil?
- That's his name.

Hi. I've been looking for you.

Well, you found me.

I went back up to Hunter Mountain again.
Got stuck on the exact same lift as last year.

No way.
Seriously.

It seems it's not as magical
when you're by yourself.

What'd you do?

Same thing I did last year.
I cried like a little girl.

Listen, Charlotte.

I was thinking that maybe it's time for you
to give me another chance.

Look...

- What's this?
- This is me risking complete humiliation.

Say, won't you stay

We can talk about nothing at all

You are so corny.

Or sit here and make up the words

As we go along

They told me maybe she's crazy

A little like you

Everyone said you were nothing but trouble

And all that I know
is that I've never been here before

I don't need to pretend anymore

Strange, so strange

You are hilarious.

When it feels better being alone

You'll accept there is nobody else

Then set it in stone

And they told me maybe she's crazy

A little like you

Everyone said...

Will and I were just updating our band's
MySpace page.

You know that kid, Will Burton?
Do some recon.

Find out everything you can about him.

They'll have his records in the office.
Where he's from, where he went to school.

His guidance counsellor report,
that'll have all the good stuff. All right?

Everything. And do it today.

Whoa. Yo, dude,
we don't actually work for you.

It's not like you're the Joker
and we're your henchmen.

Fine. I'll do it myself.

All right, best for last. Sa5m, Will?
Tell us who you are.

My project is Will Burton.

I'm pointing
because it's hard to tell who he is.

I was going to use photographs
for this presentation,

but then I realized, the real Will Burton
can't be captured on film.

Instead,

you need this.

Will is a reflective surface.

He mirrors back at you
whatever you want to see.

He reflects you back to you.

And it's nice for awhile.

You stop feeling lonely.

But then you realize,
he's doing that with everyone.

The only person he can't do it for

is Will.

Because he doesn't have a clue

who he is.

Okay, well, that was very creative.

And really mean. Okay, Will, you're up.

If I told you things I did before

Told you how I used to be

Would you go along with someone like me?

If you knew my story word for word

Had all of my history

Would you go along with someone like me?

And we don't care about the young folks

Talking about the young style

And we don't care about the old folks

Talking about the old style too

And we don't care about our own faults

Talking about our own style

All we care about is talking

Talking only me and you

And we don't care about the young folks

Talking about the young style

And we don't care about the old folks

Talking about the old style too

And we don't care about our own faults

Talking about our own style

All we care about is talking

Talking only me and you

Talking only me and you

Dear David Bowie,

sometimes it seems like things
actually work out.

English, Irene. English. There is
no such thing as conversational Elvish.

Sorry, Dewey.

It's what they call you, isn't it?

No.

It was at your last school.
Or do you prefer "Junior"?

Do you know your buddy,
his full name is Will Burton, Jr.?

Did you know that I don't care?

Well, he told you
his dad was famous, right?

Or infamous, right, Dewey?
I mean, you still close to the old man?

You probably don't get to talk to him
much anymore, do you?

- I don't know what you're talking about.
- Well, I think you do, Dewey.

I think you do, Dewey.

Okay, that was surreal. Are you okay?

I don't... I got... I gotta...

What are you doing?

You didn't answer my texts,
and you left me alone with the monsters.

Sorry, I'm sick.

My spidey-sense tells me you're lying.

I'm thinking about changing schools.

No way, my little friend. I'm not facing
the Neanderthals without you.

Besides, if you change schools,
then you can't gain access to this.

- What's that?
- Something private.

Something I would only show
the manager of my band.

Or my best friend.

Scooch.

Okay. You said we needed one song
that says who we are.

Well, these say who I am.

Little brothers.

Little brothers again.

- For your dad?
- No.

Not for him, exactly.

Inspired by him, I guess.
You know, things he said to me.

But it's not just about my dad anymore.
That'd be, hello, weird.

It's about everything.

Wow, that's articulate.

You know, there's other stuff in here, too.

- I'm not saying any of it's good...
- Thanks.

Hey. By accepting this, it means that there
will be no more talk of changing schools.

Agreed?

- Man, I'm good.
- Charlotte!

- Charlotte! My mom is in the...
- I knew you were ticklish.

You are so ticklish, I knew it.

Somebody wanna tell me
what's going on in here?

Get off his bed.

Wait. You don't think...

I saw you kiss him in the car.

Well, that was
for educational purposes only.

I wanna die.

Did you hear that? He wants to die.
He needs help, Karen.

Then I'll help him. I'm his mom.

But I am wise in the ways of Will.

I'm actually here, you know. These covers
don't literally make me disappear.

You know what I think?
I think you're full of it, Charlotte.

And when I think someone's full of it,
I don't trust them.

Mom, will you stop interfering?

Sorry, I'm not your friend,
I'm your mother. That's my job.

No, Mom, you're supposed to give me
a little breathing room so I can have a life,

instead of just saying that's what you want.

- He's got a point, Karen.
- And you, I'm not a manager.

I don't take on the biggest band
in school and change destiny. I can't.

Will you both just please leave me alone?

Get out.

- Somebody called me Dewey today.
- What? How?

- He must've found out about Dad.
- I hate them all.

- Me too.
- You, however, I love.

Yeah, but you married Dad.
We can't really trust your taste.

I was 19. And he was a drummer.

And overnight it made my mother
finally take me seriously,

which is really all I wanted.

- Mom?
- I... What?

You're doing that thing
where you talk to me like I'm Oprah.

I'll tell you this, though.
I'd marry him all over again to get you.

I promise you're going to get
everything you deserve out of life.

And a little bit of the next guy's.

I'll never be

A knight in armor with a sword in hand

Ora kamikaze fighter

Don't count on me

To storm the barricades and take a stand

Or hold my ground

You'll never see any scars or wounds

I don't walk on coals

I won't walk on water

I am no prince

I am no saint

I am not anyone's wildest dream

But I will stand behind

And be someone to fall back on

That's the song.

Some comedy

You're bruised and beaten down

And I am the one who's looking for a favor

Still, honestly

You don't believe me
But the things I have

Are the things you need

You look at me like I don't make sense

Like a waste of time
Like it serves no purpose

I am no prince
I am no saint

And if that's what you believe you need

You're wrong
You don't need much

You need someone to fall back on

And I'll be that
I'll take your side

If I'm the only one

I'm used to that

I've been alone

I'd rather be

The half of us

The least of you

The best of me

And I will be

I'll be your prince
I'll be your saint

I will go crashing through fences
in your name

I will, I swear

I'll be someone to fall back on

I'll be the one who waits

And for as long as you let me

I will be the one you need

I'll be someone to fall back on

Someone to fall back on

One to fall back on

Dear David Bowie,

just when it looked like things
might be okay,

disaster struck.

What's going on? Where is everybody?

- Art class is cancelled today.
- Why? What happened?

Charlotte's father passed away.

I assumed you knew.

No.

This was a mistake. We shouldn't be here.

She didn't return any of my calls.

- You going to be okay?
- Yeah.

Okay.

Go, she's your friend. She needs you.

Boys...
- I got them.

Charlotte?

- What do you want, Will?

- What do I want?

I just want you to know that I'm here
for you.

Okay, got it. What else?

And not to worry about the daycare.

I can handle that until you come back.

That's it.

Listen, I'm sorry, okay.

It's just a lot to deal with right now,
and I sort of want to be alone.

Okay. I get it, yeah.

And look, about the band...

Don't even worry about the band, okay?

We'll use Phil's Song for Bandslam.

Or not. We don't have to use Phil's Song.

We can find another song, or...

Hey, go ahead.

Knock yourselves out.

I mean, it's a beautiful song, Charlotte.

It would make your dad proud.

It would be like he's there.

Stop! Please, just stop!

There is no us, Will.

I'm not in the band.

What?

No, no, no.

Okay, we'll find another song...

It's not about the song.

- I quit. I just quit.
- Why?

- I don't do "why"!

No, you have to. You just have to!

Please!

Losing a father you love so much
.

you change your whole life

for him.

or having a father you're so ashamed of,

you make up a whole life for him.

People like me.

So we were just this

experiment to try and make your dad okay?

No, I know how crazy this must sound...

Honestly, Charlotte!

the thing that never made sense

was you being my friend in the first place.

Hey!

While you're up there on your high horse,

ask yourself who are you
to judge me about lying?

Dewey!

You really want to know why?

Last summer, when my dad got sick,

I promised God, the universe,

anyone who'd listen,

that I'd be different.

Better. Nicer.

My dad hated the way I acted
when I was with Ben.

The way I treated kids who weren't popular.

So, I changed.

I started volunteering with the monsters.

I left my friends.

I left my band.

I left everything that set me apart
from people like...

Charlotte?

I'm sorry.

I called.

I don't know if you got any of my messages.

Yeah, I got them. Thanks.

I wish you would've called me back.

Why?

Why?

I don't know. I mean, you told Ben.

So?

- Is anything wrong?
- Yeah.

Yeah, my dad died.

No, I know.

I wish I could've met him.

I'm sure he was a great man.

He was.

I got to do this.

Can I have some beef jerky?

Is he kidding?

You warned me about her.

I didn't listen.

She can't help it.
It's how girls like that are hardwired.

How are we hardwired?

I mean, sure, right now, I am just a kid.

Whatever.

What's going to change?

Nothing.

I'm just going to be

unhappy,

alone,

scared of, like, everything.

You're not alone, Will.

Experiment? We were just her experiment?

I keep thinking...

What?

Well, if you were just part of
Charlotte's experiment this whole time,

then, what is reality?

What if Charlotte and her experiment are

really a part of someone else's
larger experiment?

I mean, what if we're being manipulated
by some greater intelligence than our own?

And if so, is there really such a thing
as free will?

Am I moving my hand,

or was it predetermined by a force
I'm not even aware of?

Charlotte times a trillion.

See, this is why you don't have friends!

All right, this is ridiculous! She doesn't
get to make our whole lives a lie!

I mean, it was real for me.
Wasn't it real for you?

I say we refuse to let Charlotte
screw this up for us.

I mean, we've worked too hard.

We're doing Bandslam.

You're crazy.
Why?

How long have you got?

It won't work.
What song are we going to do?

Phil's Song. She said we could.

Oh, yeah? And who's going to sing it?

You say your patience is longer
than my face

Oh, yeah, but I can see right through
your plastic case

Oh, you're running round
like your life is some type of race

You know I'm trying
but I cannot keep your pace

Oh, so take your blizzard
somewhere else, little girl

Your stormy weather ain't welcome here

I Can't Go On, I'll Go On.

Can't not buy it, buy it.

- Hey.
- Hey.

How are the guys holding up?
Have you been backstage?

Yeah, they're fine. Actually, they're great.

Think I'll go and wish them luck.

Okay.

Hey! Dennis Ardmore.

What?

Dennis Ardmore.
Does that name ring a bell?

No. Should it?

I guess not. I just didn't know how much
research you all had done, so...

But he would've been about your age now.

Except that Will's father got drunk in
the middle of the afternoon,

like he did every afternoon,

and ran him over while he was walking
home from school.

I heard. I'm sorry.

Yeah. Did you hear that Will insisted
that I bring him to the funeral?

That's what kind of kid he is.

Twelve years old, he walks right up to
Dennis Ardmore's parents,

and asked their forgiveness.

Everyone hated Will's dad.

Well, who wouldn't? I mean...

And then they put him away, and it's
like they just turned it all on his kid.

It was awful.

So just give him a break.

Please? Not a lot of people have.

So I don't know what you were planning
on saying to him, or doing, but just don't.

Just don't. Okay?

Don't make up with him. Don't be his friend.

Why not?

Because, I don't think he'll recover
if you leave him twice.

I've never met a kid like Will.

My friends have never met a kid like Will.

The monsters have never met a kid like Will.

And I want you to let me apologize to him
because I want to keep knowing him.

You know, I like who I am
when I'm with Will.

And I will do anything in the world
to be that person again.

So, please,

don't ask me not to.

Okay.

Thank you.

I said, "Okay. " I'm not going to hug you.

Okay.

And by the way,
I'm really glad you don't wear

those little groupie outfits
all the time, Karen.

You'll need this.

All right.

And I'm so sorry about your father.

Tax and total it for me

I'll pay my bill and run so fast

Separation is our love now

Well, we're toast.

I don't know. They're okay.

I hear the band to watch

is I Can't Drive Stick, I'll Drive Stick,
or something like that.

Look, let me just speak.

The whole experiment thing,
not my finest hour.

I was angry and stupid
and really, really confused.

And I'm sorry.

Are you kidding me?

Okay, quick recap.

Charlotte dumps Ben,
turns you guys into a band,

finds the genius that is Will,

then, does one stupid thing

because her father has died,

realizes, and comes to apologize.

And you're not going to
accept the apology?

Plus, I really miss you guys.

Is that real?

Hundred percent.

The only thing that matters is seeing
you guys kick some serious butt tonight.

And you're singing Phil's Song.

- Is that okay?
- Yeah. Of course.

And I'll be the girl in front,
screaming my head off while you do.

Keep it hot like steam, that's your dream

Baby, get up off me

It's so clean, the way I've been
Gots me looking glossy

On the scene with the queen
That be acting bossy

I don't want no drama, little mama
So please get up off me

Yeah, you know how I blow
Till you're feeling dizzy

Lots of soul, that's the goal

Yeah, go ahead. Copy that.

Way to be impartial.

Way to be realistic about your chances.

Way to say "way" just because I did.

Yeah. Standing by. Follow spots.

And now, from Martin Van Buren
High School in Lodi, New Jersey,

Ben Wheatly and the Glory Dogs!

You're number one!

Thank you.

Thank you so much.

I'd like to dedicate this next song
to someone very special to me.

She taught me a lot,

and she wrote this song.

So, Charlotte, this one's for you.

I'll never be

A knight in armor with a sword in hand

Whoa, whoa! No, no, no!

Don't count on me

To storm the barricades and take a stand

I didn't know. I swear. I didn't know.

- No, no, no.
- What?

You'll never see

It's old. Ben knew it. He probably thought
he was doing something nice for me.

I had no idea, Karen.
You've got to believe me!

I am no prince

I am no saint

I am not anyone's wildest dream

What are we going to do?
We can't sing the same song.

I don't know anything else.

Yes, you do.

And it's famous and only has, like,
four chords.

Alley. Now!

Someone to fall back on

Someone to fall back on

Come on!

We need another minute.

We don't have another minute! They just...

We need another minute!

Our last band is also from
Martin Van Buren High.

I don't know what they're putting
in the water in Lodi,

but give it up for I Can't Go On, I'll Go On!

That's us! Come on!

What's going on?

Get on stage.

- Where?
- On stage!

- Why? No! What am I going to do?
- You're going to stall!

- They hate me.
- Go!

Say something, for God's sake,
say something.

Dewey!

Dewey!

Oh, my God!

Dewey!

Where's the band?

Dewey!

Dewey.

Dewey!

Dewey!

Dewey! Dewey! Dewey!

Dewey. Dewey. Dewey.

Dewey. Come on! Dewey.

Dewey. Dewey. Dewey.

Dewey... Yeah, come on!

Dewey! Dewey! Dewey!

Do we want to rock?

Wake up, New Jersey!

I said, do we want to rock?

Because I have seen the future

and their name is,

I Can't Go On, I'll Go On!

You shelter me from harm

You kept me warm

Kept me warm

You gave my life to me

Set me free

The finest years I ever knew

All the years I had with you

And I would give everything I own

One time

Give up my life, my heart, my home

Two times

I would give everything I own

Just to have you once again

You taught me how to love

What it's of

You never said too much
But still you showed the way

And I knew from watching you

Nobody else could ever know

The part of me that can't let go

And I would give everything I own

Give up my life, my heart, my home

I would give everything I own

Just to have you once again

Just to have you once again

Is there someone you know

You're loving them so

But taking them all for granted

You may lose them one day

Someone takes them away

And they don't hear the words
you long to say

I would give everything I own

Give up my life, my heart, my home

I would give anything I own

Just to have you

I gotta have you

I would give everything I own

Everything I own

Give up my life, my heart, my home

I would give everything I own

Everything, everything I own

- Just to have you
- Just to have you

I would give everything I own

Give up my life, my heart, my home

I would give everything I own

Give up my life, my heart, my home

I would give

Everything, everything I own
Everything, everything I own

Everything, everything I own
Everything, everything I

Own

Dude! That was sick!

The whole thing with Ben singing
the song, I swear, I didn't know.

I know. I know.

That... They were ridiculously good!

Who are you? You are...

- Mom.
- Where do you come from?

Cute lead singer I hope to make
my girlfriend is actually laughing at me.

All right. Fine.

It's time to leave.

And the winner of this year's Bandslam is...

From Greenwich High School in
Greenwich, Connecticut, The Daze!

Over here, please.

Can we get a smiley one right here?

One more.
$10,000.

The part of me that can't let go

Forget The Daze,
these guys rocked harder than anybody.

You should post it.

Give up my life,
my heart, my home

If you feel like singing a song

And you want other people to sing along

Then just sing what you feel

Don't let anyone say it's wrong

And if you're trying to paint a picture

But you're not sure which colors belong

Just paint what you see

Don't let anyone say it's wrong

Hey!

Kyra17-1, what's up?

I told you, the dash is silent.

Or stung awake in the night

It's all right to be frightened

When there's a light

What light?

There's a light

What light?

There's a light

White light

There's a light

White light

Well, there's a light

One light

There's a light

White light

And there's a light

Dear Will Burton,

it says on your MySpace page

that you manage I Can't Go On, I'll Go On.

Nice name.

I really like your band.

You know, I'm starting an indie label.

Are you signed to anyone?

Maybe we can sit down and have a chat.

Oh, my God!

All the best.

David Bowie.

White light

Well, there's a light

White light

There's a light

White light

There's a light

White light

There's a light

- Hey.
- Hey.

Smile.

- Hey.
- Hey.

- You look great.
- Thanks.

It's my new makeup,
"I Can't Wear Blush, I'll Wear Blush. "

Hey, you got room for one more?
No!

Shotgun.
No way.

I called shotgun like an hour ago.

Don't it blow your mind?

Don't it blow your mind like the first time?

Circle of voices
in a crowded room

Plays in my head
so out of time

Kill me with kindness
never enough I find

Don't it blow your mind?

Don't it blow your mind again?

Don't it blow your mind for the third time?

The dream is never over

The dream is never over

Envision a future still in black and white

Colors of youth run into gold

Blue is for sorrow,
red is for sadder light

Don't it blow your mind?

Don't it blow your mind again?

Don't it blow your mind for the third time?

The dream is never over

The dream is never over

To my favorite teacher

Told me never give up

To my fifth grade crush

Who I thought I really loved

To the guys I miss
and the girls we kissed

Where are you now?

To my ex-best friends

Don't know how we grew apart

To my favorite band

And sing-alongs in my car

To the face I see
in my memories

Where are you now?

Where are you now?

'Cause I'm thinking of you

You showed me how

How to live like I do

If it wasn't for you

I would never be who I am

To my first girlfriend

I thought for sure
was the one

To my last girlfriend

Sorry that I screwed it up

To the ones I loved

Didn't show it enough

Where are you now?

Where are you now?

'Cause I'm thinking of you

You showed me how

How to live like I do

If it wasn't for you

I would never be who I am

I know we'll never see
those days again

And things will never
be that way again

But that's just how it goes

People change but I know

I won't forget you

To the ones who cared

And who were there
from the start

To the love that left

And took a piece of my heart

To the few who'd swear

They'd never go anywhere

Where are you now?

Where are you now?

'Cause I'm thinking of you

You showed me how

How to live like I do

If it wasn't for you

I would never be who I am

If it wasn't for you

I would never be who I am

If it wasn't for you

I'd be nothing

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