scripts/Ratatouille.txt

                                                            1.



                                                   FADE IN:

A TELEVISION SET

- tuned to a DOCUMENTARY. As an old fashioned World GLOBE
rotates in a sea of clouds, the EIFFEL TOWER slowly comes
into view over the horizon, dwarfing FRANCE underneath it.

                  T.V. NARRATOR
        Although each of the world’s
        countries would like to dispute
        this fact, we French know the
        truth; the best food in the World
        is made in France. The best food in
        France is made in Paris, and the
        best food in Paris, some say, is
        made by Chef Auguste Gusteau.

We see images of GUSTEAU: cooking, signing his cookbook, in
front of his famous restaurant. Gusteau is in his early
forties, but his massive girth makes him look older.

                  T.V. NARRATOR
        Gusteau’s restaurant is the toast
        of Paris, booked five months in
        advance, and his dazzling ascent to
        the top of Fine French Cuisine has
        made his competitors envious. He is
        the youngest Chef ever to achieve a
        five star rating. Chef Gusteau’s
        cookbook “Anyone Can Cook!” has
        climbed to the top of the best-
        seller list. But not everyone
        celebrates its success.

A tall, gaunt, severe-looking MAN with fish-belly white
skin appears on the TV screen. SUPER: ANTON EGO-FOOD
CRITIC”.

Beneath that, in italics, is his moniker: The Grim Eater.

                  EGO
        Amusing title, “Anyone Can Cook”.
        What’s even more amusing is that
        Gusteau actually seems to believe
        it. I, on the other hand, take
        cooking seriously and no-- I don’t
        think “anyone” can do it --

TITLES (OVER BLACK):

The SOUND of wind rattling barren branches --
                                                                2.


    WALT DISNEY PICTURES PRESENTS

    A PIXAR FILM

                                                        FADE IN:


1   EXT. FRENCH COUNTRYSIDE - LATE AFTERNOON                         1

    A light rain falls on a SMALL FARMHOUSE. The last remaining
    dead leaves tremble in the gusts. The quiet is shattered by
    a LOUD GUNSHOT that lights up the inside of the cottage.
    CAMERA pushes down and in toward a single window.

    RATATOUILLE

    As we move closer, we begin to hear muffled SOUNDS OF
    STRUGGLE; furniture being bumped, dishes breaking, an
    indescribable CRASH, followed by an OLD LADY’S SHRIEK.

    We’re close to the WINDOW now, when it is suddenly
    SHATTERED by a COOKBOOK. Instantly the action FREEZES.

    Underneath its splayed pages, shielding himself from the
    shards of splintering glass is, inexplicably, a RAT-REMY.
    He’s scrawny, frightened, almost comic. It’s hard not to
    feel sympathetic towards the little guy.

                      REMY (V.O.)
            This is me. I think it’s apparent I
            need to rethink my life a little
            bit. What’s my problem? First of
            all --


2   EXT. OUTSIDE THE FARMHOUSE - DUSK - WEEKS EARLIER                2

    A SILHOUETTE darts out from behind a wooden barrel, pausing
    upright against a blood red sky. Mangy, sinister, the
    opposite of Remy. This is how most humans see RATS.

                      REMY (V.O., CONT'D)
            -- I’m a rat. Which means life is
            hard.

    Assured the coast is clear, the SINISTER RAT scampers out
    into the yard, followed by DOZENS MORE RATS. The RATS move
    across the expanse of grass toward a COMPOST HEAP, which
    sits in the middle of a field under the darkening sky.

    Resourceful and well coordinated, the rats grab bits of
    decomposing food and carry it off. REMY is among them,
    drearily going through garbage.
                                                                3.


                      REMY (V.O.)
            And secondly -- I have a highly
            developed sense of taste and smell.

    Suddenly he catches a SCENT; which leads him to uncover a
    nearly untouched piece of PASTRY, a discarded NAPOLEON.

                      REMY
                 (sniffing Napoleon)
            Flour, eggs, sugar, vanilla bean,
            small twist of lemon --

    The Napoleon suddenly erupts, and out pops Remy’s pudgy
    brother EMILE, covered in cream and completely oblivious to
    the destruction he’s wrought.

                      EMILE
            You can smell all that? Wow. You
            have a gift.

    Again the ACTION FREEZES.

                      REMY (V.O.)
            This is Emile. My brother. He’s
            easily impressed.

    RESUME ACTION: An older rat, DJANGO, comes into view. He
    snorts dismissively, plucks an APPLE CORE from the compost.

                      DJANGO
            So you can smell ingredients. So
            what?

                      REMY (V.O.)
            This is my Dad. He’s never
            impressed. He also happens to be
            the leader of our clan.

    Remy catches another scent and FROWNS; this new scent is
    different somehow, wrong. He follows the scent to Django --

                      REMY (V.O.)
            So what’s wrong with having highly
            developed senses?

    Django is about to eat the APPLE CORE when Remy lunges at
    him, snatching the core from his hands.

                      REMY
            Whoa whoa whoa! DON’T EAT THAT!!


3   INT. SHED - MINUTES LATER                                        3
                                                              4.


    Still holding the APPLE CORE, Remy sniffs the air,
    following a scent to a tarp in the corner. He lifts it,
    REVEALING: a can of RAT POISON. The other rats REACT.
    Django’s impressed.

                      REMY (V.O.)
            Turns out that funny smell was rat
            poison. Suddenly Dad didn’t think
            my talent was useless. I was
            feeling pretty good about my gift.
            Until Dad gave me a job --


4   INT. FARMHOUSE - COMPOST PILE - DAY                            4

    A line of rats file past REMY, holding up rotted scraps of
    food so that each one passes under his nose.

                      REMY (V.O.,CONT’)
            -- that’s right -- “poison
            checker”.

    As Remy sniffs with all the gusto of a lifelong DMV
    employee, the line shuffles forward with each “clean”.

                      REMY
                 (sniffs before each one)
            Clean. Clean. Clean-erino.
            Cleaneriffic. Close to Godliness --

    The rat under inspection stands there, unsure as to whether
    or not he’s been approved.

                      REMY
            -- which means “clean”. You know--
            “Cleanliness is close to--?”
                 (no response)

    Remy waits, expecting the rat to get his joke. Beat.

                      REMY
            -- never mind. Move on --

    The rat moves on. Remy rolls resumes his bored inspection.


5   INT. ATTIC - LATE AFTERNOON                                    5

    Django & Remy stand on a beat-up chair, overlooking the rat
    clan as they go about their day.

                      REMY (V.O.)
            Well, it made my Dad proud.
                                                             5.


                      DJANGO
            Now don’t you feel better, Remy?
            You’ve helped a noble cause.

                      REMY
            Noble? We’re thieves, Dad. And what
            we’re stealing is-- let’s face it,
            garbage.

                      DJANGO
            It isn’t stealing if no one wants
            it.

                      REMY
            If no one wants it, why are we
            stealing it?

    They continue to quarrel. It’s clear this is an old
    argument.

                      REMY (V.O.)
            Let’s just say we have different
            points of view.


6   INT. ATTIC - NIGHT                                            6

    Django and Emile are gobbling up an assortment of RUBBISH,
    which is in fact dinner. REMY watches them, appalled. He
    looks down at his own plate in disgust.

                      REMY (V.O., CONT’D)
            This much I knew: if you are what
            you eat, then I only want to eat
            the good stuff.

    He pushes the rotted food away. Django reacts.

                      REMY (V.O.)
            But to my Dad --

                      DJANGO
            Food is fuel. You get picky about
            what you put in the tank, your
            engine is gonna die. Now shut up
            and eat your garbage.

                      REMY
            If we’re going to be thieves, why
            not steal the good stuff in the
            kitchen? Where nothing is poisoned.

                         DJANGO
                                                                6.


            First of all; we are NOT thieves.
            Secondly; Stay out of the kitchen
            and away from the humans. It’s
            dangerous.


7   EXT. OUTSIDE THE FARMHOUSE - DUSK                                7

    Remy watches the farmhouse, drawn to the warm light and the
    sounds emanating from inside.

                      REMY (V.O.)
            I know I’m supposed to hate humans.
            But there’s something about them --


8   INT. FARMHOUSE - KITCHEN                                         8

    Remy carefully sneaks into the kitchen.

                      REMY (V.O., CONT’)
            -- they don’t just survive, they
            discover, they create. Just look at
            what they do with food.

    The TV is tuned to the same show we saw in the opening.
    CHEF GUSTEAU is cooking, speaking to the camera. Remy
    watches.

                      GUSTEAU (ON T.V.)
            Good food is like music you can
            taste, color you can smell. There
            is excellence all around you. You
            need only be aware to stop and
            savor it.

    Remy notices a leftover plate of FRUITS & CHEESES. He picks
    up a small slice of cheese and takes a bite.

                      REMY (V.O.)
            Gusteau was right. Each flavor was
            totally unique.

    As Remy closes his eyes his surroundings FADE TO BLACK. A
    amorphus COLORED SHAPE appears above his head accompanied
    by a cello bass line.

                      REMY (V.O., CONT’)
            Oh, yeah. Amazing. But combine one
            flavor with another --

    Cheese still in his mouth, Remy takes a bite of the
    STRAWBERRY.
                                                                 7.


                       REMY
             -- and something new was created.

     New COLORED SHAPES and musical signatures appear; swirling
     and dancing in harmony with the others.

     A light SNAPS ON, breaking the spell. The OLD LADY has
     awakened. Remy drops the food and scampers away.


9    EXT. FIELD - DAY                                                 9

     Remy follows a pleasant scent in the air. It leads him to a
     beautiful MUSHROOM.

                       REMY (V.O.)
             So now I had a secret life. The
             only one who knew about it was
             Emile.


10   EXT. BEHIND THE FARMHOUSE - LATE AFTERNOON                       10

     Emile is atop a full garbage can, rooting around under the
     lid. Remy calls up from the tall grass below.

                       REMY
             Emile! Psst- hey, Emile --!

     Emile looks up, holding the remains of a brown-bag lunch.

                       REMY
                  (giddy)
             Look! I found a mushroom! Come on,
             you’re good at hiding food, help me
             find a good place to put this!


11   EXT. GRASSY FIELD - LATE AFTERNOON                               11

     Remy and Emile walk together; Emile on all fours, dragging
     the enormous bag he grips between his teeth, while Remy
     walks upright, carefully cradling his mushroom.

                       REMY (V.O.)
             He doesn’t under-stand me, but I
             can be myself around him --

                       EMILE
             Why are you walking like that?

                        REMY
                                                            8.


        I don’t want to constantly have to
        wash my paws. Do you ever think
        about how we walk on the same paws
        that we handle food with? Do you
        ever think about what we put into
        our mouths??

                  EMILE
        All the time.

                  REMY
             (he shudders)
        When I eat, I don’t want to taste
        everywhere my paws have been.

                  EMILE
        Well, okay. But if Dad sees you
        walking like that, he’s not gonna
        like it.

Remy SNIFFS Emile’s BAG. His eyes LIGHT UP.

                  REMY
        What have you got there?

He disappears into the bag, RIFLES through it, emerging
with --

                  REMY
        Cheese?? You found CHEESE? And not
        just any cheese -- Tomme De Chevre
        de Pays! That would go beautifully
        with my mushroom!! And! And and and
        --

He sniffs the air, quickly finds a plant nearby. He PLUCKS
it from the ground, his excitement growing by the second.

                  REMY
        -- this rosemary!! With, maybe with
        --

He grabs a paw full of grass from the ground, tasting the
milky base. Smiling, he squeezes a few drops on the
mushroom.

                  REMY
        -- a few drops from this sweet
        grass!

                  EMILE
        Well -- throw it on the pile I
        guess, and we’ll --
                                                                 9.


                       REMY
             We don’t want to throw this in with
             the garbage! This is special!

                       EMILE
             But we gotta return to the colony
             before sundown or Dad’s gonna --

                       REMY
             Emile! There are possibilities
             unexplored here. We’ve gotta cook
             this! Now, exactly how we cook this
             is the real questi --

     Remy STOPS, his gaze locking on the SMOKING CHIMNEY atop
     the farmhouse roof. He GRINS.

                       REMY
             -- ooooohh yeah. Come on!


12   EXT. ROOFTOP - LATER                                             12

     Remy has skewered the mushroom and cheese onto part of the
     TV antennae, which he has bent over the smoking chimney
     top, hand turning it like a rotisserie.

                       REMY
             The key is to keep turning it, get
             the smoky flavor nice and even --

     Lightning flickers in the far distance, followed a moment
     later by a RUMBLE of thunder. Emile watches, concerned.

                       EMILE
             That storm’s getting closer. Hey,
             you think that maybe we shouldn’t -
             -

     KRAAAK!!! A BOLT OF LIGHTNING hits the TV antennae,
     knocking both rats off the rooftop. They make a LONG FALL,
     landing with a THUD into a the soft dirt.

     Miraculously, Remy and Emile are alive, their smoking fur
     sticks out in an electrified frazzle. Remy holds the rod
     up, keeping the cheesy mushroom, now transformed by
     lightning into an amazing, puffed out shape, completely
     clean.

                       REMY
                  (moaning)
             Whoaaa -- ohhh --
                  (idly bites mushroom)
                                                             10.


             -- ohmmmmmnnn you gotta taste
             this!!! It’s got this kind of --
                  (smacks lips)
             -- burny, melty -- it’s not really
             a smoky flavor, it’s a certain --
             it’s kind of like a --
                  (makes a sound effect)
             -- it’s got a --
                  (sound effect)
             -- kind of taste, don’t you think?
             What would you call that flavor?

                       EMILE
             Lightning-y?

                       REMY
             Yeah! It’s LIGHTNING-Y! We’ve gotta
             do that AGAIN! Okay. When the next
             storm comes we’ll go up on the roof
             --

     Remy’s eyes suddenly go BLANK with a pre-emptive thought.

                       REMY
             I KNOW WHAT THIS NEEDS! Saffron! a
             little saffron would MAKE THIS!


13   INR. FARMHOUSE KITCHEN - MINUTES LATER                        13

     Emile frets, looking nervously at the old lady, still fast
     asleep in front of the TV. Remy RUMMAGES through her
     spices.

                       REMY
             Saffron -- saffron -- hmn --

                       EMILE
             Not good. Don’t like it. She’s
             gonna wake up.

                       REMY
             I’ve been down here a million
             times. She turns on the cooking
             channel-- boom. Never wakes up.

                       EMILE
             You’ve been here a million times??

                       REMY
                  (resumes rooting)
             I’m telling ya, saffron’ll be just
             the thing. Gusteau swears by it.
                                                             11.


                       EMILE
             Okay, who’s Gusteau?

     Remy pushes aside some COOKBOOKS, revealing a well-worn
     copy of “AUGUST GUSTEAU’S ANYONE CAN COOK!” on the shelf.

                       EMILE
             Wait-- you read?

                       REMY
                  (guilty)
             Well, not -- excessively.

                       EMILE
             Oh, man. Does dad know?

                        REMY
             You could fill a book -- a LOT of
             books -- with things dad doesn’t
             know. And they have. Which is why I
             read.
                   (pointed)
             Which is also our secret.

     He resumes rummaging through the spices. Emile FRETS.

                       EMILE
             I don’t like secrets. All this
             cooking and reading and TV watching
             while we read and cook. It’s like
             you’re involving me in crime. And I
             let you. Why do I let you?


14   INT. FARMHOUSE ATTIC - SAME MOMENT                            14

     RATS stream in from a crack in the wall, throwing food from
     the compost pile on to a heap. DJANGO is at the center,
     overseeing things. He turns away, distracted --

                       DJANGO
             What’s taking those kids so long?


15   INT. KITCHEN - REMY AND EMILE                                 15

     Remy locates a tiny vial of saffron, holds it up.

                       REMY
             Ah. Aquila saffron. Italian.
             Gusteau says it’s excellent. Good
             thing the old lady is a food lov--
                                                           12.


Something on the TV attracts Remy’s attention; the great
Chef Gusteau is being interviewed.

                  REMY
        -- hey! That’s Gusteau! Emile, look
        --

                  GUSTEAU (TV)
        Great cooking is not for the faint
        of heart. You must be imaginative,
        strong-hearted, you must try things
        that may not work. And you must not
        let anyone define your limits
        because of where you come from.
        Your only limit is your soul. What
        I say is true, anyone can cook but
        only the fearless can be great.

Remy grins, nodding in agreement.

                  REMY
        Pure poetry.

                  TV NARRATOR
        But it was not to last. Gusteau’s
        restaurant lost one of its five
        stars after a scathing review by
        France’s top food critic Arnot Ego.

Remy drifts closer to the TV, drawn to the shocking news.

                  TV NARRATOR
        It was a severe blow to Gusteau,
        and the great Chef died shortly
        afterward, which, according to
        tradition, meant the loss of
        another star.

                  REMY
             (stunned)
        Gusteau is dead?

Suddenly the TV SNAPS OFF! Remy & Emile spin around to see
the OLD LADY is awake and WIELDING A SHOT GUN.

                  REMY
        RUN!!

Remy and Emile SCATTER! Emile panics, races toward the
attic.

                  REMY
        NO! You’ll lead her to the colony!
                                                           13.


The Lady BLASTS huge holes in the ceiling just behind the
scrambling Emile. He LEAPS CLEAR and lands on the end of a
HANGING LIGHT FIXTURE. The old lady has him. She levels the
gun barrel at the helplessly dangling Emile.

REMY hides his eyes. EMILE braces for the end. CLICK.

The shotgun is EMPTY. The OLD LADY REACTS: WHAT? EMILE
REACTS: Huh? I’m not dead? REMY LOOKS UP: Emile is still
alive? The OLD LADY curses, ejecting the shells.

EMILE SEES his opportunity, starts SCRAMBLING to pull
himself up onto the light. THE OLD LADY SEES THIS and
rushes for more shells. REMY sees an opening and takes off
to help Emile.

Rifling through her desk drawers, the OLD LADY SPIES REMY
coming out of hiding to help EMILE. She REDOUBLES HER
EFFORTS to find a box of shells.

EMILE struggles his fat body up to the precarious LIGHT
FIXTURE.

                  EMILE
        Help! Remy! Help!

                  REMY
        Emile, start swinging the light!
        I’ll try to grab you!

OLD LADY hears Remy calling for Emile, but from her POV all
we hear is a SQUEAKING SOUND. OLD LADY finds a SHELL BOX:
EMPTY. She YANKS OPEN another desk drawer.

REMY arrives at the light fixture, reaches out for EMILE.

                  REMY
        Emile! Swing to me!

Remy looks up, considering the streets above. He looks back
to the illustration. Gusteau has resumed his frozen pose.

OLD LADY, nothing in the drawer, she decides to look in the
book shelf, LOOKING BACK to see if the TWO RATS are still
together and struggling, still sitting ducks.

Finding no shells in the desk, the LADY goes for the
cabinet, LOOKING BACK to the TWO sitting duck RATS. The
lady FINDS a fresh box of SHELLS, spilling them in her
excitement.

REMY STRAINS to lift EMILE. The LADY drops to her knees,
picks up a shell, loading it as EMILE’s feet get purchase.
                                                                14.


     The LADY chambers her SHELL and SWINGS the SHOTGUN AROUND.

     The RATS scramble up into a new blast hole at the base of a
     hanging fixture. It EXPLODES in buckshot!

     SILENCE.

     Then a loud CRACK.

     The lady LOOKS UP: a large FISSURE snakes across the
     ceiling, connecting the wide circle of SHOTGUN HOLES, a
     massive CHUNK OF CEILING breaks free and comes crashing
     down, bringing with it the FLOOR of the ATTIC above, its
     furniture, and HUNDREDS OF SURPRISED RATS.

     The Old Lady FREAKS! She runs from the room.

                          DJANGO
                EVACUATE!!! EVERYONE TO THE BOATS!

     RATS grab assorted belongings as they make their escape.
     Remy and Emile run with the terrified mob. Suddenly, Remy
     stops, looks back to Gusteau’s COOKBOOK --

                            REMY
                The book!

     -- and TURNS BACK, rushing into the flood of fleeing rats!


16   EXT. OUTSIDE THE FARMHOUSE - CONTINUOUS                          16

     RATS are diving out the windows, streaming through cracks,
     racing across the grass to the banks of a nearby stream.


17   EXT. BY THE STREAM - CONTINUOUS                                  17

     The rats run into the tall grass, pulling aside camouflage,
     REVEALING several WATERCRAFT built from junk. The RATS push
     them into the water and climb aboard. DJANGO urges them on.

                          DJANGO
                GO GO GO! MOVE MOVE MOVE!


18   INT. THE FARMHOUSE KITCHEN                                       18

     Remy, the last remaining rat, struggles with GUSTEAU’S
     COOKBOOK. A strange BREATHING SOUND causes him to look up:
     the LADY is back, now sporting a World War 2 GAS MASK, and
     GAS CANISTER. She starts after Remy, SPRAYING GAS
     everywhere.
                                                                15.


     With a burst of adrenaline Remy hoists the COOKBOOK onto
     his back and makes a running LEAP through the window --


19   EXT. OUTSIDE THE FARMHOUSE                                       19

     -- and lands on the lawn in a shower of glass. It appears
     the COOKBOOK itself is struggling to catch up to the
     fleeing rats.

                       REMY
             Wait! Wait for me!


20   EXT. ON THE RIVER                                                20

     RAIN starts to fall. The last RAT BOAT has shoved off from
     shore, but DJANGO’s boat lingers under the FOOTBRIDGE.

                       DJANGO
             Everybody here? We have everybody?
             Wait a minute, where’s Remy?!

     At the shore, Remy throws the book into the water and
     starts paddling toward the tunnel after the colony.

                       REMY
             Right here! I’m coming! I’m coming!

                       DJANGO
             Hold on son!
                  (to other rats)
             Give him something to grab on to!

     GIT, a huge, muscular lab rat, grabs a SPATULA and hoists
     it out over the water toward Remy.

                       DJANGO
             Come on boy!

     Remy reaches out, desperately paddling with his other paw.

                       DJANGO
             Paddle son! Come on, reach for it!
             You can do it!

     Remy has almost reached the end of the spatula BLAM!

     A BLAST hits the water, sends Remy flying backward. The OLD
     LADY has taken position at the footbridge above. She FIRES
     at Django’s boat, missing as his boat enters the tunnel.

                         DJANGO
                                                               16.


             Remy!

                         REMY
             Dad!

                       DJANGO
             Come on, you can make it! You can
             make it!

     Remy climbs back aboard the cookbook and PADDLES into the
     drainpipe before the LADY can get off a shot. She CURSES.


21   INT. TUNNEL - CONTINUOUS                                        21

     Remy paddles. Ahead, Django’s BOAT vanishes into the dark.

                       REMY
             Guys wait! Stop! Hold up! Wait for
             me! Hold UP!

     Remy decides to go.

     Frightened SHOUTS echo into SILENCE.

                         REMY
             DAD??
                     (no response)
             Dad?

     Silence. Remy strains to see into the darkness. He begins
     to make out SHAPES; the channel forking into TWO TUNNELS.

                       REMY
             Which way?

     He paddles towards the right tunnel, changes his mind,
     veers toward the left. He paddles, picking up speed. Then
     he hears a LOW RUMBLE.

     He stops, suddenly alert. The rumble becomes a ROAR. Remy
     whirls, PADDLES furiously the opposite direction. He’s
     headed toward the edge of a waterfall!

     But it’s too late. Over the edge go Remy and the COOKBOOK,
     tumbling into the rapids below.

     Remy is tossed about like a rag doll, buffeted in every
     direction by the churning water. He struggles for air
     finally breaking the surface, he GULPS a breath and is
     PLUNGED back under.
                                                               17.


     The stone walls blur past him as he claws back to the
     surface. Through the tumult he spies his one chance up
     ahead-- the COOKBOOK. He swims toward it, finally catching
     it, he pulls himself aboard.

     The rapids pass, the waters become calm. He looks back,
     amazed he’s still alive. He collapses, exhausted.

                                                    DISSOLVE TO:


22   INT. SOMEWHERE IN THE SEWER SYSTEM - NIGHT                      22

     A soaked and exhausted Remy has pulled his battered
     cookbook to the sewer bank. It’s dark and cold, it smells
     bad, but he’s safe. Maybe the clan will find him. He waits.

     The COOKBOOK has dried out a bit, and there is just enough
     light seeping through a grate above for Remy to read it.

                       REMY (V.O.)
             I waited. For a sound -- a voice --
             a sign. Something --

     Remy flips a crinkled page, to a appetizing photo of
     pastry.

     His stomach GROWLS. He looks away, turning to a drawing of
     GUSTEAU on the opposite page.

     The ILLUSTRATION comes to life; speaking to Remy--

                       GUSTEAU
             If you are hungry, go up and look
             around, Remy. Why do you wait and
             mope?

                       REMY
             I’ve just lost my family. All my
             friends. Probably forever.

                       GUSTEAU
             How do you know?

                       REMY
             Well, I --
                  (what is he doing?)
             You are an illustration. Why am I
             talking to you?

                       GUSTEAU
                  (shrugs)
                                                             18.


             You just lost your family. All your
             friends. You are lonely.

                       REMY
             Yeah, well, you’re dead.

                       GUSTEAU
             Ah, but that is no match for
             wishful thinking. If you focus on
             what you’ve left behind you will
             never be able to see what lies
             ahead. Now go up and look around.

     Remy looks up, considering the streets above. He looks back
     to the illustration. Gusteau has resumed his frozen pose.
     Remy decides to go.

     WE FOLLOW REMY

     as he scurries up into a BUILDING, between walls, through
     pipes, under floors,allowing GLIMPSES into the HUMAN world
     around him. Remy moves through a crack, emerges into --


23   INT. APARTMENT KITCHEN                                        23

     In the next room A PARTY is in progress. Remy spies a loaf
     of BREAD. Famished, he grabs it, prepares to take a bite
     when a SPRITE in the form of GUSTEAU appears, smaller than
     Remy, glowing and semi-transparent.

                       GUSTEAU
             What are you doing?!!

                       REMY
                  (startled, defensive)
             I’m hungry! I don’t know where I am
             and I don’t know when I’ll find
             food again --

                       GUSTEAU
             Remy. You are better than that. You
             are a cook! Cooks make. Thieves
             take. You are not a thief.

                       REMY
                  (reconsidering)
             But I am hungry --

                       GUSTEAU
             Food will come, Remy. Food always
             comes to those who love to cook --
                                                             19.


     The GUSTEAU SPRITE VANISHES. Remy shakes it off. He puts
     the bread down, denying his growing hunger, and moves on.


24   INT. BETWEEN THE WALLS                                        24

     Remy MOVES, following his exceptional nose. We see glimpses
     of many French lives;

     A PAINTER carefully paints a nude model we can’t see.

     An DOG barks aggressively, warning Remy away from his flat.

     A LOVERS QUARREL. Remy watches from above, through a crack
     in the ceiling; SHE shakily waves a pistol at a defiant HE.

                       QUARRELING WOMAN
             You think I am playing, Francois?
             You think I am PLAYING??

                       QUARRELING MAN
             You don’t have the guts!

     Losing interest, Remy moves on. A BULLET splinters the
     floor in front of him. Remy rushes back to the crack and
     SEES the couple struggling with the smoking gun. The MAN
     wrenches it free, it clatters to the floor. They glare at
     each other, blood in their eyes and KISS.

     Remy rolls his eyes and moves on, through dark, tight
     spaces into a pipe and emerges onto --


25   EXY. OUTSIDE THE BUILDING - ROOFTOPS - DUSK                   25

     CAMERA follows as Remy scampers along railings and ledges,
     past windows, up vines, BOOMING UP as the ROOFTOP FALLS
     AWAY TO REVEAL --

     A STUNNING PANORAMA; PARIS AT NIGHT.

     It is GORGEOUS, a vast, luminous jewel. Remy is GOBSMACKED.

                       REMY
             Paris? All this time I’ve been
             underneath PARIS? It’s beautiful.

     Remy’s takes in the sea of shimmering lights then sees a
     HUGE SIGN atop a building several blocks away. It’s
     GUSTEAU, a frying pan in each hand. The SIGN marvels at the
     panorama.

                       GUSTEAU SIGN
                                                             20.


             The MOST beautiful.

                       REMY
             Gusteau’s? Your restaurant?? You’ve
             led me to your restaurant!

                       GUSTEAU SIGN
                  (not entirely sure)
             It seems as though I have. Yes.
             There it is! I have led you to it!

                       REMY
             I gotta see this --

     Remy heads off toward the restaurant.


26   INT. KITCHEN - GUSTEAU’S RESTAURANT                           26

     WAITERS and COOKS bustle back and forth preparing elaborate
     meals with energetic precision; the complex dance of Haute
     Cuisine. Professional cooking at its finest.

     While the COOKS range wildly in age and nationality, only
     one is female; a French cook in her late twenties named
     COLETTE.

     A small, nasty-looking MAN sporting a thin mustache and a
     toque almost as large as the rest of him, ENTERS. This is
     the head Chef, SKINNER. Several COOKS call out greetings to
     him.

     He looks annoyed as LA ROUSSE nudges him.

                       LA ROUSSE
             Hey boss! Look who’s here! This is
             Linguini, Renata’s little boy.

     La Rousse gestures to LINGUINI, a gawky young man with a
     unruly mop of red hair sitting on a stool in the corner. He
     jumps up and awkwardly approaches Skinner.

                       LA ROUSSE
             All grown up, eh? You remember
             Renata, Gusteau’s old flame?

                       SKINNER
                  (distracted)
             Ahh yes. How are you, uh --

                         LA ROUSSE
             Linguini.
                                                           21.


                  SKINNER
        Yes. Linguini. So nice of you to
        visit. How is--?

                  LINGUINI
        My mother.

                    SKINNER
        Renata.

                  SKINNER
             (impatient)
        Yes. Renata. How is she?

                  LINGUINI
        Good. Well, not g-- she’s been
        better -- I mean, uh --

                    HORST
        She died.

                  SKINNER
        Oh. I’m sorry.

                  LINGUINI
        Don’t be. She believed in heaven so
        she’s-- covered --
             (awkward)
        -- you know. Afterlife wise.

Skinner stares at Linguini for a long, perplexed moment.

Linguini suddenly hands a sealed envelope to him.

                  SKINNER
        What’s this?

                  LINGUINI
        She left it for you. I think she
        hoped it would help. Me. Get a job.
        Here--?

                  LA ROUSSE
        Of course, Gusteau wouldn’t
        hesitate. Any son of Renata’s--

                  SKINNER
             (cutting him off)
        Yes. Well, we could file this, and
        if something suitable opens up--

                  LA ROUSSE
        We’ve already hired him.
                                                                22.


                       SKINNER
                  (outraged)
             What?! How dare you hire someone
             without my --

                       HORST
             We needed a garbage boy.

     Skinner processes this, calming as he does.

                       SKINNER
             Oh. Garbage. Well --
                  (to Linguini, thin smile)
             -- I’m glad it worked out.

     Skinner disappears into his office, which once belonged to
     the great Gusteau himself. Linguini turns back to the other
     cooks, who are already handing him his work clothes.


27   EXT. ROOFTOP - ABOVE GUSTEAU’S KITCHEN - MINUTES LATER           27

     Remy and the Gusteau sprite look down through the SKYLIGHT
     into GUSTEAU’S kitchen. Remy watches, rapt as the CHEFS
     scurry about, preparing the gourmet meals.

                       REMY
             I can’t believe it. A real gourmet
             kitchen and I get to watch.

                       GUSTEAU
             You’ve read my book. Let us see how
             much you know. Which is the Chef?

     Remy points out SKINNER, who is berating another cook.

                         REMY
             That guy.

                       GUSTEAU
             Very good. Who is next in command?

                       REMY
             The Sous Chef there.
                  (points out HORST)
             The Sous is responsible for the
             kitchen when the Chef’s not there.

     REMY’S POV: ISOLATING THE COOKS as Remy points them out.

                         REMY (O.C.)
                                                          23.


        Saucier; in charge of sauces, very
        important. Chef de Partie, DemiChef
        de Partie -- both important --
             (pointing)
        Commis, Commis, Commis they’re
        cooks. Very important.

                  GUSTEAU
        You are a clever rat. Now, who is
        that?

Gusteau is pointing at the garbage boy LINGUINI, who is
clumsily steering a mop and bucket through the kitchen.

                  REMY
        Oh, him? He’s nobody.

                  GUSTEAU
        Not nobody. He is part of the
        kitchen.

                  REMY
             (dismissive)
        He’s a Plongeur or something.
        Washes dishes or takes out the
        garbage. He doesn’t cook.

                  GUSTEAU
        But he could.

Below, LINGUINI accidentally knocks over the pot of soup,
spilling it. Remy gives Gusteau a patronizing chuckle.

                  REMY
        No.

What WE SEE, but Remy doesn’t: desperate that no one
notices his mistake, Linguini quickly replaces the pot on
the burner, and MOPS up the floor.

                  GUSTEAU
        How do you know? What do I always
        say? “Anyone can cook”.

                  REMY
        Well, yeah. Anyone can. That
        doesn’t mean that anyone should.

                  GUSTEAU
        Well that is not stopping him. See?
                                                                24.


     Remy watches aghast as Linguini quickly chums some water
     from another pot into the soup to refill it to it’s former
     level, haphazardly throws in a few spices and vegetables.

                       REMY
             No! This is terrible! He’s ruining
             the soup! And nobody’s noticing?!
             It’s your restaurant! Do something!

                       GUSTEAU
             What can I do? I am a figment of
             your imagination --

                       REMY
             But HE’S RUINING THE SOUP! We’ve
             got to tell someone that he’s R --

     The skylight suddenly gives way, and Remy PLUNGES down--


28   INT. GUSTEAU’S KITCHEN                                           28

     With a SPLASH Remy lands in a sink filled with soapy
     dishwater. He paddles to the surface, climbs onto the
     counter and tumbles over the edge, hitting the floor with a
     SPLAT.


29   INT. KITCHEN FLOOR - UNDER THE COUNTER - CONTINUOUS              29

     Remy HIDES. GIANT FEET (belonging to busy COOKS) boom by on
     either side. Surrounded by the enemies of rat kind, Remy is
     PETRIFIED. From REMY’S POV the kitchen is a terrifying
     place; full of FIRE and NOISE. He runs out from under the
     counter.

     The door to the walk-in OPENS, knocking Remy across the
     floor and under the stove. Above him rows of burners
     IGNITE.

     He races across a walkway, under another counter and out
     the other side, nearly run over by a DINING CART. REMY
     dives underneath it, using it to cross the kitchen
     camouflaged.

     Sticking his head out, Remy spots an OPEN WINDOW on the far
     wall: a way out! He runs for it, climbing up a dish rack to
     the counter. He is nearly to the OPEN WINDOW.

     He scrambles up onto a copper pot toward it, but the lid
     slips and he falls inside. He LOOKS UP.

     REMY’S POV: OUT FROM UNDER THE POT LID
                                                                25.


     -- the window is MOVING AWAY. What’s happening?!

     WIDEN TO REVEAL--

     -- the POT is being carried away by one of the COOKS. The
     chef sets the pot down near a stove and exits. As Remy
     heads back toward the window, a wonderful SCENT hits his
     nose. He SNIFFS, following it to a PAN filled with
     vegetables.

     Enticed, he crawls inside, and it is only then that he
     notices the LARGE TURKEY, moments before a COOK picks up
     the pan and slides it into the oven!

     Remy barely escapes before the oven door CLOSES, SPRINGING
     from the oven to another passing trolley, which bursts
     into--


30   INT. THE DINING ROOM - CONTINUOUS                                30

     Remy is wheeled into the plush hush of the restaurant, and
     pulls up to a table of well-dressed DINERS. A WAITERS HAND
     reaches down for a peppermill, grabbing REMY instead which
     startles both of them. The HAND instantly RELEASES Remy,
     who quickly leaps on to another passing trolley, the one
     heading back to the kitchen.


31   INT. GUSTEAU’S KITCHEN - CONTINUOUS                              31

     Remy jumps off the trolley and hides. He looks up at the
     window --

     REMY’S POV

     -- the WINDOW has been CLOSED! Linguini crosses into his
     view and tastes the soup. It’s horrible, so horrible that
     he runs to the window, opens it, SPITS the soup out into
     the alley and exits LEAVING THE WINDOW OPEN.

     RESUME REMY

     He sees his opening and runs for it, climbing a broom
     handle to a shelf above the stove that leads to the OPEN
     WINDOW.

     Dodging jars of spices he runs through the steam from the
     soup bubbling directly below. It’s so disgusting that
     without thinking, he grabs a spice from the counter, throws
     a dash in. He starts for the window, thinks better of it,
     adds some leeks, adds some pepper, starts back to the
     window and STOPS.
                                                           26.


His gaze returns to the boiling pot. He looks back at the
kitchen: the cooks haven’t noticed him. He looks at the
window: it is still open, and the path to it is clear.

The GUSTEAU SPRITE APPEARS--

                  GUSTEAU
        Remy! What are you waiting for?

                  REMY
        Is this going to become a regular
        thing with you?

                  GUSTEAU
        You know how to fix it. This is
        your chance.

Remy considers this. Then, filled with purpose, he jumps to
the stove top, turns the burner down, hops up to the spigot
to add water to the soup.

Quickly losing himself, Remy proceeds to remake the soup,
alternately smelling, tasting and adding ingredients to it.

He grabs a pawful of spices to toss in and SUDDENLY SEES
LINGUINI, wide-eyed and brandishing a ladle.

They STARE at each other for a long moment, deer caught in
each others headlights. Remy drops the spices into the
soup.

                  SKINNER (OS)
        THE SOUP! WHERE IS THE SOUP?

The two STARTLE; Remy tries to run for the window. Linguini
slams a colander over him, both hiding and trapping him.

                  SKINNER
        Out of my way, Garbage boy!

Skinner spots the ladle in Linguini’s hand. He seizes
Linguini by his collar.

                  SKINNER
        You are COOKING? How dare you cook
        in my kitchen!

Remy starts to push the colander toward the open window.

                  SKINNER
                                                                27.


             Where do you get the gall to even
             attempt something so monumentally
             idiotic? I should have you drawn
             and quartered! I’ll do it! I think
             the law is on my side!
                  (calling out)
             LaRousse! Draw and quarter this
             man! AFTER you put his head in the
             duck press to squeeze the fat out!

     As Skinner berates Linguini, LALO ladles the soup into a
     tureen, which he takes to the pass. Linguini watches
     helplessly as the waiter MUSTAFA carries his soup out to
     the dining room.

                       LINGUINI
             Oh, no... no no, ohhhh nooo--

                       SKINNER
             What are you blathering about?!

                       LINGUINI
                  (points, dumbstruck)
             -but don’t let- th-- sou -- soup--!

                       SKINNER
             Soup?
                  (suddenly understands)
             STOP THAT SOUP! Noooo!

     But Mustafa is gone and it is TOO LATE. Skinner anxiously
     looks through the door windows into the dining room--

     SKINNER’S POV: THE DINING ROOM

     --the soup is served to a WOMAN DINER. She tastes it,
     REACTS visibly, and motions for the waiter.


32   INT. RESUME KITCHEN - GUSTEAU & SKINNER                          32

     Wilting, Skinner turns his building rage toward Linguini.

                       SKINNER
             Linguini! You’re FIRED! F-I-R-E-D!
             FIRED!

     MUSTAFA, the waiter, sticks his head through the double-
     doors, speaking low to Skinner.

                       MUSTAFA
             She wants to speak to the Chef.
                                                                28.


     Color drains from Skinner’s face. He sighs, heads out into
     the dining room to take his medicine. Linguini creeps
     toward the exit, but is collared by the Sous Chef HORST.

     On the counter, Remy inches the colander towards the
     window. Colette sticks a spoon into the soup and tastes.
     It’s GOOD.

     Mustafa and Skinner re-enter from the dining room,
     Skinner’s face a riot of bewilderment.

                       COLETTE
             What did the customer say?

                       MUSTAFA
             It wasn’t a customer. It was a
             critic.

                          COLETTE
                     (fearful)
             Ego??

                       SKINNER
                  (dazed)
             Solene LeClaire.

                       COLETTE
             LeClaire? What did she say?

                       MUSTAFA
             She liked the soup.


33   INT. UNDER THE COLANDER                                          33

     The GUSTEAU SPRITE stops Remy.

                         GUSTEAU
             Wait--

                       REMY
             What do mean “wait’? You’re the
             reason I’m in this mess!

                       GUSTEAU
             Someone is asking about your soup!

     RESUME SCENE

     The bustle of the kitchen has STOPPED DEAD as Skinner
     tastes the soup. His eyes betray a truth; the soup is
     delicious. And he HATES that. He turns to Linguini, his
     face DARK.
                                                             29.


                       SKINNER
             What are you playing at?

                       LINGUINI
                  (totally confused)
             I, uhm, didn’t-- am I still fired?

                       COLETTE
             You can’t fire him.

                       SKINNER
                  (wheels on her)
             What--!?

                       COLETTE
             LeClaire likes it. She made a point
             of telling you so. If she writes a
             review to that effect, and finds
             out you fired the cook responsible
             --

                       SKINNER
             He’s a garbage boy --

                       COLETTE
             -- who made something she liked.
             How can we claim to represent the
             name of Gusteau if we don’t uphold
             his most cherished belief?

                       SKINNER
             What belief is that, Mademoiselle
             Tatou?

                       COLETTE
             Anyone can cook.


34   INT. UNDER THE COLANDER                                       34

     The Gusteau sprite NUDGES Remy.

     RESUME SCENE

     The other COOKS murmur their assent. The turn of the tide
     isn’t lost on Skinner. His face softens into an icy smile.

                       SKINNER
                                                                30.


             Perhaps I’ve been a bit harsh on
             our new garbage boy. He has taken a
             bold risk, and we should reward
             that, as Chef Gusteau would have.
             If he wishes to swim in dangerous
             waters who are we to deny him?


35   INT. UNDER THE COLANDER                                          35

     Remy’s totally absorbed in this conflict. A COUGH causes
     Remy to looks up: the GUSTEAU SPRITE gestures at the
     window.

                       GUSTEAU
             You were escaping?

                       REMY
             Oh. Yeah --

     Remy resumes pushing toward the window.

     BACK TO SCENE

     Skinner turns to Colette, gives her a withering smile.

                       SKINNER
             Since you have expressed such an
             interest in his cooking career, you
             should be responsible for it.

     Colette’s face falls. Skinner turns to the other cooks.

                       SKINNER
             Anyone else?
                  (they look away)
             Then back to work--!

     The cooks resume their work. Skinner wheels on Linguini.

                       SKINNER
             You are either very lucky or very
             Unlucky. You will make the soup
             again, and this time I’ll be paying
             attention. Very close attention.

     Off to the side, REMY has almost made it to the window.

                       SKINNER
             They think you might be a cook. But
             you know what I think, Linguini? I
             think you’re a sneaky, overreaching
             little --
                                                                31.


                  (he SPIES REMY)
             -- RAAAAT!!!

     REMY RUNS. The OTHER COOKS come after him. Skinner SWINGS a
     MOP at Remy, breaking dishes and blocking his escape.

                       SKINNER
             Linguini! Get a something to trap
             it in!!

     Linguini CLAPS a jar over Remy. Seals it.

                       LINGUINI
             What should I do now?

                        SKINNER
             Kill it.

                        LINGUINI
             Now?

                       SKINNER
             No! Not in the kitchen, are you
             mad?? Do you know what would happen
             to us if anyone knew we had a rat
             in our kitchen?

                       SKINNER
             They’d close us down!! Our
             reputation is hanging by a thread
             as it is. Take it away from here,
             far away. Kill it, dispose of it.
             Go!

     Linguini nods and quickly EXITS the kitchen’s back door.


36   EXT. ALLEY BEHIND GUSTEAU’S KITCHEN - CONTINUOUS - NIGHT         36

     Linguini hops aboard a bicycle and peddles into the gloom,
     carrying Remy in the jar with him.


37   EXT. ALONG THE SEINE - NIGHT                                     37

     The waterfront, normally so beautiful, seems dark and
     foreboding this night. Linguini slows his bicycle and pulls
     up under a street lamp near a bridge underpass. He climbs
     off the bicycle and prepares to drop the jar into the
     water.

     Remy is PETRIFIED. His heart racing, he presses his paws
     against the glass, staring at Linguini with terrified eyes.
                                                                32.


     Linguini HESITATES then PULLS BACK, shouting at Remy.

                       LINGUINI
             Don’t look at me like that! You
             aren’t the only one who’s trapped.
             They expect me to cook it again!
                  (Remy looks up: HUH?)
             I’m not ambitious, I wasn’t trying
             to cook, I was just trying to stay
             out of trouble. You’re the one who
             was getting fancy with the spices!
             What’d you throw in there? Oregano?
                  (Remy SHAKES HEAD: “NO”)
             No? What, rosemary?
                  (Again, Remy shakes head)
             That’s a spice, isn’t it? Rosemary?
                  (At this Remy NODS)
             You didn’t put rosemary in there?

     Remy shakes his head. Linguini SLUMPS down on the bank,
     sets the Remy jar next to him.

                       LINGUINI
             I need this job. I’ve lost so many.
             I don’t know how to cook and now
             I’m talking to a rat as if you
             actually understand what I’m say--
                  (sudden realization)
             --did you NOD?? You UNDERSTAND ME??
                  (Remy NODS)
             So I’m not crazy. Wait a second,
             wait a second. I can’t cook. Can I?
                  (Remy shakes his head)
             But you can. Right?
                  (Remy thinks uncertainly)
             Don’t be so modest, you’re a rat
             for Pete’s sake. Whatever you did,
             they liked it.
                  (lost in thought)
             Yeah. This could work. Hey, they
             liked the soup--

     With an expansive gesture Linguini accidentally KNOCKS
     REMY’S JAR INTO THE SEINE. Horrified, Linguini DIVES IN
     after it.

                                                    JUMP CUT TO:


38   EXT. ALONG BANKS OF SEINE - MINUTES LATER                        38

     Linguini sits on a bench, soaking wet, the jar with Remy
     successfully retrieved and sitting next to him.
                                                                33.


                        LINGUINI
             They liked the soup. You think you
             could do it again?
                   (Remy NODS)
             I’m gonna let you go. But we’re
             together on this. Right?
                   (Remy NODS again)
             Okay.

     Linguini sets the jar down on its side and carefully OPENS
     the lid. Remy looks up at him and TAKES OFF, escaping into
     the darkness. CACKLING as he runs, Remy LOOKS BACK at --

     REMY’S POV: PULLING AWAY FROM LINGUINI

     -- who stands forlorn and alone under the bridge.

     WITH REMY

     He slows to a stop, moved by this pitiful sight.

     WITH LINGUINI

     He SIGHS, defeated. Turns sadly to his bicycle. Then a
     SOUND: the CLICKING of tiny claws on cement. Linguini looks
     up--

     REMY, very cautiously, is coming toward him, back into the
     light. Remy looks at Linguini who SMILES.


39   INT. LINGUINI’S FLAT - NIGHT                                     39

     Darkness. we hear KEYS fumbling in a lock. Linguini KICKS
     the warped door a few times, opening it enough to enter,
     and wrestle his bicycle through. He turns on a light,
     REVEALING a tiny, odd-shaped room; two doors in the wall;
     one a bathroom, the other a closet, both tiny. One window,
     a table with two chairs. Hotplate. A miniscule, ancient
     refrigerator.

     A ratty couch doubles as a bed, a portable black & white
     t.v. rests precariously on one arm.

                       LINGUINI
             This is it. It’s not much, but it’s
             --
                  (he looks around)
             -- not much.
                  (to Remy, shrugs)
             Could be worse; there’s heat and
             light and a couch with a TV. So,
             y’know -- what’s mine is yours.
                                                               34.


     Remy looks over the new digs. He likes them just fine.

     LATER

     Fast asleep on the couch, Linguini is bathed in the
     flickering light from an old and very romantic FRENCH MOVIE
     on TV. TWO LOVERS stand handsomely in the swirling steam of
     a soon to depart locomotive, staring into each other’s eyes
     --

                       HER (TV)
             Are you-- is this a dream?

                       HIM (TV)
             The best kind of dream. One we can
             share.

     Tucked in to an OVEN MITT near the window sill, REMY gazes
     dreamily at the lights of Paris. The romantic MOVIE MUSIC
     swells, underscoring his emotions.

     Remy grins, slowly closes his eyes. Dreaming.


40   INT. LINGUINI’S FLAT - MORNING                                  40

     Linguini AWAKENS with a start. He looks up at the oven mitt
     --

                       LINGUINI
             Morning, little Chef. Rise and sh -
             -

     -- and suddenly realizes REMY IS GONE.

                       LINGUINI
             Idiot! I knew this would happen! I
             let a rat into my place and tell
             him what’s mine is his?

     Linguini yanks open the refrigerator door and looks inside.

                       LINGUINI
             Eggs GONE! STUPID! He’s stolen food
             and hit the road! What’d I expect?
             That’s what I get for trusting a ra
             --

     As Linguini moves around the tiny alcove HE SEES REMY,
     quite pleased with himself as he cooks omelettes on the
     hotplate. Two places have been set at the tiny table.

                       LINGUINI
                                                                35.


             Wh--? Hey. What -- is that for me?

     Remy nods and deftly (but with considerable effort) sets
     the large omelette onto Linguini’s plate. Linguini sits and
     puts a forkful into his mouth.

                        LINGUINI
             It’s good. What’d you put in this?
                  (Remy holds up basil
                  leaf)
             Where’d you get that?

     Remy moves to the window and points to the roof garden of a
     nearby flat. Linguini looks down at the enterprising rat.

                       LINGUINI
             Look. It’s delicious. But don’t
             steal. I’ll buy some spices, okay?

     Remy shrugs and turns to eat. Linguini glances at his
     clock.

                       LINGUINI
             Oh no. We’re gonna be late, and on
             the first day!

     Linguini SHOVES the rest of the eggs into his mouth and
     grabs his coat. Famished, Remy opens wide, ready for his
     first bite of food, when Linguini snatches him up--

                       LINGUINI
             Ca’mon, little Chef!

     -- and runs out of the apartment.


41   INT. GUSTEAU’S KITCHEN - MORNING                                 41

     The cooks are circled around Colette, listening with
     interest as she reads a review aloud from the morning
     paper.

                       COLETTE
             “Though I, like many other critics,
             had written off Gusteau’s as
             irrelevant since the great Chef’s
             death, the soup was a revelation, a
             spicy yet subtle taste experience.”

     Skinner has ENTERED, and is now stopped in his tracks.

                       SKINNER
                  (stunned)
                                                             36.


             LeClaire?

                         COLETTE
             Yes!
                  (resumes reading)
             ”Against all odds, Gusteau’s has
             recaptured our attention. Only time
             will tell if they deserve it.”


42   EXT. IN ALLEY OUTSIDE GUSTEAU’S                               42

     Linguini waits outside, Remy in palm, staring uncomfortably
     at the kitchen entrance, working up the nerve to go inside.

                       LINGUINI
             Well, uhm --

     Aware he can’t enter the kitchen carrying a rat, Linguini
     looks half heartedly for places to conceal Remy; under his
     shirt, up his sleeves, in his sock rejecting each in turn.

     Out of ideas, Linguini slowly opens the top of his pants.
     Remy looks up at him, APPALLED.

                       LINGUINI
                  (desperate)
             Look, I know it’s weird and stupid,
             but neither of us can do this
             alone. So we gotta do it together,
             right? You with me??

     Remy gives a reluctant NOD. Linguini glares at the kitchen
     entrance, psyching himself up.

                       LINGUINI
             So -- LET'S DO THIS THING!!


43   INT. KITCHEN - GUSTEAU’S                                      43

     The back door SLAMS OPEN. All heads swing to a slightly
     crazed LINGUINI standing in the doorway. He wilts a bit
     with the attention, and attempts to cross inconspicuously
     to his station, the hidden rat causing a strangely spastic
     lurch.

     The other COOKS watch with bewildered amusement.

     Linguini arrives at his station and looks uneasily at the
     new TOQUE resting there: his new toque. He swallows,
     placing it on his head, and suddenly notices Skinner
     standing there.
                                                                37.


                       SKINNER
             Welcome to hell. Now, recreate the
             soup. Take as long as you need, all
             week if you must.

     Skinner EXITS. Linguini looks at his station with dread, a
     blocked writer facing a blank page.

                       LINGUINI
             Soup.


44   INT. LINGUINI’S STATION - MINUTES LATER                          44

     Raw soup stock bubbles at a low boil on the stove. Linguini
     stares at the variety carefully prepared of ingredients
     herbs, spices, diced vegetables, etc that have been and
     laid out at his station. He’s completely unsure of where to
     start.

     REMY peeks out from Linguini’s collar and examines the
     scene. He scrambles underneath Linguini’s shirt and across
     his chest, tickling him. Linguini LAUGHS.

     Remy’s head pops out from Linguini’s SHIRT CUFF, sees
     Linguini reaching for a SPICE TIN; the WRONG spice. Remy
     signals Linguini to stop, but Linguini pays no attention,
     so Remy gives Linguini’s HAND a NIP.

     Linguini YELPS, dropping the entire spice tin INTO THE
     SOUP. Appalled, Remy gives Linguini an admonishing bite.

     Linguini YELPS and CURSES, SWATS Remy in retaliation. Remy
     scurries to the other arm (GIGGLE) and gives Linguini
     another nip (more YELPS & CURSINGS).

     The OTHER COOKS marvel at the strangeness of the spastic,
     giggling, yelping Linguini. Visibly panicked, the
     giggling/yelping Linguini TURNS, lurching from his station
     to the food safe, and closing himself inside.


45   INT. INSIDE FOOD VAULT - CONTINUOUS                              45

     Linguini RIPS his shirt open, exposing his chest and arms,
     which are covered in angry red BITE MARKS.

                       LINGUINI
             AAAAAAAAGGGGGGHHHHH!!!
                  (looks at Remy
                  accusingly)
             AAAAAAAAGGGGGGHHHHH!!!
                  (gestures at bite marks)
                                                             38.


             AAAAAAAAGGGGGGHHHHH!!!

     Remy stares at the nearly hysterical Linguini.

                       LINGUINI
             This is NOT gonna work, little
             chef! I am gonna LOSE IT if we do
             this anymore. We gotta figure out
             something else. Something that
             doesn’t involve any biting or
             nipping or running up and down my
             body with your little rat feet. The
             biting; NO. Scampering; NO. No
             scampering or scurrying.
             Understand, little chef?
                  (beat)
             Little chef?

     Remy’s gaze has drifted away from Linguini, to the shelves
     LOADED with premium food. Remy looks weak with longing.

                       LINGUINI
             Oh, you’re hungry.

     Guilty, Linguini breaks a chunk from a round of cheese and
     offers it to Remy, who scarfs it down. Linguini, calmer
     now, straightens his clothes as he thinks out loud.

                       LINGUINI
             Okay, the way I see it; you know
             how to cook. And I know how to
             appear human. We just need to work
             out a system so that I do what you
             want in a way that doesn’t look
             like I’m being controlled by a tiny
             rat chef oh WOULD YOU LISTEN TO ME?
             I’M INSANE I’M INSANE I’M INSIDE A
             REFRIGERATOR TALKING TO A RAT ABOUT
             GOURMET COOKING I WILL NEVER PULL
             THIS OFF.


46   INT. KITCHEN - OUTSIDE FOOD VAULT                             46

     Passing the food vault Skinner hears a VOICE from within.

                         SKINNER
             Linguini?


47   INT. INSIDE FOOD VAULT                                        47
                                                               39.


     Remy, still eating, listens as Linguini pours his heart
     out.

                       LINGUINI
             -- we gotta communicate! I can’t be
             checking for a yes or no head shake
             from a rat th --

     Suddenly the vault door JERKS OPEN. THREE THINGS HAPPEN
     FAST:

     1) Skinner sees a fleeting glimpse of LINGUINI WITH REMY.

     2) Linguini HITS THE LIGHT SWITCH-- the room GOES DARK.

     3) Skinner instantly FLICKS THE LIGHTS BACK ON to see
     Linguini standing exactly as before. But Remy is GONE.

                       SKINNER
             The rat! I saw it!

                       LINGUINI
             No, a rat?

                       SKINNER
                  (searching about
                  Linguini)
             Yes, yes-- a rat! Right next to you
             --
                  (stops, suspicious)
             -- what ARE YOU DOING IN HERE???

                       LINGUINI
             I’m just familiarizing myself with
             -- y’know, the vegetables and such.

                        SKINNER
             Get out.

     Linguini makes a hasty exit. Skinner calls out after him.

                       SKINNER
             ONE CAN GET TOO FAMILIAR WITH
             VEGETABLES YOU KNOW!


48   INT. KITCHEN - CONTINUOUS                                       48

     Linguini speaks to Remy, who he’s hidden under his TOQUE--

                       LINGUINI
             That was close. You okay up there?
                                                                40.


49   INT. INSIDE LINGUINI’S TOQUE                                     49

     Remy’s surroundings are visible through the thin fabric. He
     looks up AND SEES they are about to COLLIDE with a WAITER
     CARRYING A TRAY PILED WITH DISHES. Remy YANKS BACK
     LINGUINI’S HAIR like horses REINS, CAUSING LINGUINI to jerk
     backwards in an impossible limbo-arch, pivoting under the
     tray of dishes and BACK UP AGAIN, miraculously averting
     disaster.

     Linguini blinks in amazement: what just happened? He ducks
     into the BATHROOM.

     LINGUINI removes his toque, looks at Remy in the mirror.

                       LINGUINI
             How did you do that??

     Still grasping hanks of Linguini’s hair in his paws, Remy
     SHRUGS. Linguini’s shoulders SHOOT UP to his ears.
     Startled, Remy drops his arms; Linguini’s shoulders drop.

                       LINGUINI
             Whooaah--!

     A gleam comes into the rats’ eyes. He JERKS the left hank,
     causing Linguini’s LEFT ARM to SHOOT UP IN THE AIR.

                       LINGUINI
                  (marveling)
             Wow. That’s strangely
             involuntaREEE-

     Remy is yanking tufts of Linguini’s hair like a kid with a
     new toy. Linguini jerks around like a helpless puppet.

     Remy stops, looks at the panting Linguini in the mirror.

                       REMY (V.O.)
             One look and I knew, each of us had
             the same crazy idea.


50   INT. LINGUINI’S FLAT - NIGHT                                     50

     MONTAGE: LEARNING TO COOK

     Using hanks of Linguini’s hair to control Linguini’s
     actions, Remy pilots Linguini(who is blindfolded to keep
     him from cheating) through an increasingly complex series
     of cooking tasks, everything from cutting vegetables to
     flipping crepes.
                                                                41.


     During this comic montage we see Remy learning precisely
     how to pilot Linguini, and at the same time, Linguini is
     learning how to surrender himself to being “piloted”.

     By dawn, Linguini and Remy have meshed into one finely
     honed cooking machine.

                                                    DISSOLVE TO:


51   INT. KITCHEN - NEXT DAY                                          51

     Linguini stands off to the side, fretting as Skinner pulls
     a ladle of soup from a Linguini’s pot and tastes it.

                       SKINNER
             Congratulations. You were able to
             repeat your accidental success. But
             you will need to know more than
             soup, if you are to survive in my
             kitchen, boy. Colette --

     Skinner gestures to COLETTE, who watches with a scowl.

                       SKINNER
             -- will be responsible for teaching
             you how we do things here.

     Skinner grins and EXITS. Linguini crosses to Colette.

                       LINGUINI
                  (a little too smooth)
             Listen, I just want you to know how
             honored I am to be studying under a
             --

     Colette STABS a knife through Linguini’s shirtsleeve,
     pinning it to the table. Her voice is low, intense.

                       COLETTE
             No, you listen. I just want you to
             know exactly who you are dealing
             with. How many women do you see in
             this kitchen?

                       LINGUINI
             Well, I hah -- um --

     She brings a second knife down through Linguini’s sleeve --

                       COLETTE
             Only me. Why do you think that is??
                                                                42.


                       LINGUINI
                  (spooked, sputtering)
             Well -- huh--! I-- hoo--

                       COLETTE
             Because Haute Cuisine is an
             antiquated hierarchy built upon
             rules written by stupid old men,
             rules designed to make it
             impossible for women to enter this
             world. But still I am here. How did
             this happen?

     Linguini burbles in a desperate attempt at nonchalance.

                       LINGUINI
             Because-- you, ah-- hah--

     Colette SLAMS a third knife through Linguini’s sleeve,
     thoroughly pinning it. Linguini is truly frightened.

                       COLETTE
             Because I’m the toughest cook in
             this kitchen. I’ve worked too hard
             for too long to get here, and I’m
             not going to jeopardize it for some
             garbage boy who got lucky. Got it??

     Linguini NODS pathetically. Colette pulls the knife handles
     out with a single JERK and Linguini topples to the floor.

     Colette EXITS. Linguini peeks over the counter, dazzled.

                       LINGUINI
             Wow --


52   INT. SKINNER’S OFFICE                                            52

     Skinner watches as ad man FRANCOIS DUPUIS finishes pitching
     his campaign for the latest GUSTEAU’S FROZEN FOOD product.

     The trademark Chef Gusteau art has been re-painted; Gusteau
     now sports a kimono, coolie hat, and chopsticks. Behind
     this are similar campaigns for GUSTEAU’S FRENCH PIZZA and
     GUSTEAU’S MICROWAVE BURRITOS. Skinner is captivated.

                       DUPUIS
             “Easy to cook, easy to eat, Gusteau
             makes Chinese food ‘Chine-Easy!’”.

                       SKINNER
             Excellent work Francois, as usual.
                                                                43.


                       DUPUIS
             It’s good, isn’t it?

     Skinner stands, offering a handshake to signal the end of
     the meeting. As Francois packs up his portfolio, preparing
     to leave, Skinner straightens the photo of himself with
     Gusteau that hangs on the wall.

                       SKINNER
             I want you to work up something for
             my latest frozen food concept:
             “Gusteau’s Corn Puppies”. Like corn
             dogs, only smaller, bite size!

                       DUPUIS
                  (starts sketching in pad)
             What are corn dogs?

                       SKINNER
             Cheap sausages dipped in batter and
             deep fried. You know -- American.
             Whip something up, maybe Gusteau in
             overalls and Huckleberry Tom hat --

                       DUPUIS
                  (displaying his sketch)
             Or as a giant ear of corn in doggie
             makeup?

                       SKINNER
             Yes, but with dignity.

     Dupuis EXITS. Skinner moves to his desk and the stack of
     UNOPENED MAIL there, and begins to shuffle through it;
     bill, bill, bill and the PINK ENVELOPE given to him by
     Linguini.

     He opens the envelope and reads; his bored eyes growing
     wider and wider with each line. He GASPS, seizing the
     phone.

                       SKINNER
             Get my lawyer!


53   INT. SKINNER’S OFFICE - AN HOUR LATER                            53

     Skinner’s lawyer TALON LABARTHE is reading GUSTEAU’S WILL.

                       TALON
                                                           44.


        The will stipulates that, if after
        a period of two years from the date
        of death no heir appears, Gusteau’s
        business interests, including the
        restaurant and the rights to his
        name and image will pass to his
        Sous Chef. You.

                  SKINNER
        I know what the will stipulates!
             (brandishing letter)
        What I want to know is if this
        letter, if this boy, changes
        anything!

Skinner raises the window blinds, revealing a view of the
kitchen and Linguini, who looks unusually awkward among the
practiced cooking staff. Talon looks from Linguini to a
framed photo of GUSTEAU.

                  TALON
        There’s not much resemblance--

                  SKINNER
             (drops blinds)
        There’s NO resemblance at all! He’s
        not Gusteau’s son! Gusteau had no
        children! And what of the timing of
        all this? The deadline in the will
        expires in less than a month!

Talon drifts around the office, searching for something.

                  SKINNER
        Suddenly some boy arrives with a
        letter from his “recently deceased”
        mother claiming Gusteau as his
        father? Highly suspect!

Talon spies a TOQUE inside a DISPLAY CASE. He turns to
Skinner.

                  TALON
        This is Gusteau’s?
             (Skinner NODS)
        May I?

                  SKINNER
        Of course, of course.

Talon carefully opens the display case, removes GUSTEAU’S
TOQUE and begins to inspect it.
                                                             45.


                       TALON
             But the boy does not know?

                       SKINNER
                  (brandishing the letter)
             She claims she never told him OR
             Gusteau! And asks that I not tell!

                       TALON
             Why you? What does she want?

     Talon spies something on the toque: a HAIR. He pulls a pair
     of TWEEZERS from his coat, removes the hair, folding it
     carefully inside a handkerchief, and pocketing it.

                       SKINNER
             A job. For the boy.

                       TALON
             Only a job?

                       SKINNER
             Well, yes.

                       TALON
             Then what are you worried about? If
             he works here you’ll be able to
             keep an eye on him, while I do a
             little digging, find out how much
             of this is real.
                  (getting his coat)
             I’ll need you to collect some DNA
             samples from the boy, hair maybe.

                       SKINNER
             The whole thing is HIGHLY SUSPECT.
             He KNOWS something!!

                       TALON
             Relax. He’s a garbage boy. I think
             you can handle him.

     Talon exits. Skinner stands inert, spooked.


54   INT. KITCHEN                                                  54

     Linguini finishes dicing a red pepper. He sets down his
     knife, carefully scoops up the small pile of dicings, walks
     over to a giant pot and drops it in, returning to repeat
     the procedure. Colette, who has watched this, interrupts--

                       COLETTE
                                                              46.


             What are you doing?

                       LINGUINI
             I’m cutting. Vegetables. I’m
             cutting the vegetables?

                       COLETTE
             NO. You waste energy and time!

     Colette slides a chair up to the end of Linguini’s prep
     table and slams the pot down on its seat so that the top is
     level with the table’s surface.

                       COLETTE
             You think cooking is a cute job,
             huh? Like mommy in the kitchen?

     She snatches Linguini’s KNIFE from him with one hand,
     several vegetables with the other. With frightening speed
     she dices them; flicking each diced pile into the pot with
     the knife; dice, flick, dice, flick.

                       COLETTE
             Well mommy never had to face the
             dinner rush when the orders come
             flooding in and every dish is
             different and none are simple and
             all have different cooking times
             but must arrive on the customers
             table at exactly the same time, hot
             and perfect. Every second counts --

     In MOMENTS Colette has completed a ten-minute Linguini job.

                       COLETTE
             -- and you CAN NOT BE MOMMY!!!!

                                                       TIME CUT:


55   INT. KITCHEN - ANOTHER DAY                                     55

     Linguini is cooking. He takes a pan off the burner and sets
     it to one side, which is already cluttered with utensils.

     Colette sees the mess and is outraged.

                       COLETTE
             What is this???

     Linguini stammers. Colette quickly clears his station,
     pitching it all into a sink full of dishwater.
                                                             47.


                       COLETTE
             Keep your station clear. When the
             meal rush comes what will happen??
             Messy stations slow things down,
             food doesn’t go, orders pile up,
             disaster!! I’ll make this easy to
             remember; keep your station clear
             or I WILL KILL YOU.

                                                       TIME CUT:

     Colette grabs Linguini by the arm and holds up his sleeves,
     which are smeared with multi-colored STAINS.

                       COLETTE
             Your sleeves look like you threw up
             on them. Keep your hands and arms
             in, close to the body like this --
                  (she demonstrates)
             -- see? Always return to this
             position. Cooks move fast; sharp
             utensils, hot metal, keep your arms
             in, you will minimize cuts and
             burns and keep your sleeves clean.
             Mark of a chef; messy apron, clean
             sleeves.

                                                       TIME CUT:


56   INT. KITCHEN - ANOTHER DAY                                    56

     Linguini and Colette shell peas. Colette’s manner is
     easier, more collegial.

                       COLETTE
             I know the Gusteau style cold. In
             every dish Chef Gusteau always has
             something unexpected. I will show
             you, I memorized all his recipes --

                       LINGUINI
                  (writing it down)
             “Always do something unexpected”.

                       COLETTE
             No. “Follow the recipe”.

                       LINGUINI
             But you just said --

                       COLETTE
                                                               48.


             It was his job to be unexpected. It
             is our job to --

                       COLETTE & LINGUINI
             -- follow the recipe.

                                                       TIME CUT:


57   INT. KITCHEN - ANOTHER DAY                                      57

     Colette pulls a loaf from a basket of freshly baked bread
     and shows it to Linguini.

                       COLETTE
             How do you tell how good bread is
             without tasting it? Not the smell,
             not the look, but the sound of the
             crust. Listen--

     She holds the loaf to her ears, Linguini leans in to
     listen.


58   INT. INSIDE LINGUINI’S TOQUE                                    58

     Remy also LEANS IN to listen. Colette gives the bread a
     SQUEEZE. The CRACKLE is seductive.

     RESUME SCENE

     She and Linguini SMILE at the pleasing CRUNCH.

                       COLETTE
             -- a symphony of crackles. Only
             great bread sounds this way.

                                                       TIME CUT:


59   INT. ANOTHER DAY - EARLY MORNING                                59

     Colette and Linguini have begun their prep. There is a new
     relaxation between them.

                       COLETTE
             The only way to get the best
             produce is to have first pick of
             the day, and there are only two
             ways to get first pick; grow it
             yourself or bribe a grower.
                                                        49.


She gestures to the back door. Outside a PRODUCE SELLER,
conversing amicably with La Rousse, sets down a crate of
gorgeous fruit and vegetables. La Rousse slips him money.

                  COLETTE
        Voila! The best restaurants get
        first pick.

                                                  TIME CUT:

Linguini and Colette cook side by side, their manner now as
easy and familiar as old friends.

                  COLETTE
        People think Haute Cuisine is
        snooty, so chefs must also be
        snooty. But not so.

ON LALO, who bobs to radio music as he sautés, cooking with
a efficient, yet theatrical flourish.

                  COLETTE (V.O.)
        Lalo there, ran away from home at
        twelve, got hired by circus people
        as an acrobat, got fired for
        messing around with the
        ringmaster's daughter.

CAMERA SWINGS to HORST. He glances about with shifty eyes.

                  COLETTE (V.O.)
        Horst has done time.

                    LINGUINI(V.O.)
        What for?

                  COLETTE (V.O.)
        No one knows for sure. He changes
        the story every time you ask him.

JUMP CUTS: HORST explains various reasons for
incarceration.

                   HORST
        I defrauded a major corporation.
        I robbed the second largest bank in
        France using only a ballpoint pen.
             (CUT)
        I created a hole in the ozone over
        Avignon.
             (CUT)
        I killed a man with --
             (he holds it up)
                                                           50.


        -- this thumb.

CAMERA MOVES to POMPIDOU. He works dough with expert
precision.

                  COLETTE (V.O.)
        Don’t ever play cards with
        Pompidou. He’s been banned from
        both Las Vegas and Monte Carlo.

CAMERA MOVES to LAROUSSE as he slips into the food safe.

                  COLETTE (V.O.)
        La Rousse ran guns for the
        resistance.

                  LINGUINI (V.O.)
        Which resistance?

                  COLETTE (V.O.)
        He won’t say. Apparently they did
        not win.

RESUME COLETTE & LINGUINI

                  COLETTE
        So you see, we are artists.
        Pirates. More than cooks are we.

                    LINGUINI
        “We”?

                  COLETTE
        Oui. You are one of us now, oui?.

                     LINGUINI
                (surprised, touched)
        Oui.

They exchange smiles and resume work. PAUSE.

                  LINGUINI
        Thank you, by the way, for all the
        advice about cooking.

                  COLETTE
        Thank you, too.

                    LINGUINI
        For what?

                  COLETTE
        For taking it.
                                                              51.


60   INT. INSIDE SKINNER’S CAR - MOVING - NIGHT                     60

     Skinner listens to the radio. Suddenly he SITS UP--

     HIS POV THROUGH WINDSHIELD:

     Remy scampers across the alley to the kitchen entrance
     behind GUSTEAU’S and into the hands of a kneeling Linguini.

                         SKINNER
             The rat!!

     RESUME SKINNER

     He JAMS the brakes, throws the car into reverse. As
     Linguini is brought back into view we see that REMY IS
     GONE. Still kneeling, Linguini holds up a set of KEYS.

                       LINGUINI
                  (to Skinner, chuckles)
             I just dropped my keys.

     Skinner is BAFFLED.


61   INT. GUSTEAU’S - DINING AREA - NIGHT                           61

     There is noticeably more energy and fewer empty tables in
     the dining room. Mustafa arrives at a table of FOOD SNOBS.

                       MUSTAFA
             Have you decided?

                       FOOD SNOB #1
             Well, the new soup is excellent but
             --

                       FOOD SNOB #2
             -- but we order it every time.

                       FOOD SNOB #3
             What else do you have?

                       MUSTAFA
             We have a very nice Foie Gras --

                       FOOD SNOB #1
                  (impatient)
             Yes, the old standby, you used to
             be famous for it. What does the
             Chef have that’s new?
                                                              52.


     Mustafa stands there, slack-jawed and blinking.


62   INT. KITCHEN                                                   62

     Mustafa crashes through the swinging doors in a panic.

                       SKINNER
             This is simple. Just pull out an
             old Gusteau recipe, something we
             haven’t made in a while and --

                       MUSTAFA
             They know about the old stuff. They
             like Linguini’s soup --

                       SKINNER
             Linguini? They are asking for food
             from LINGUINI?

                       LALO
             A lot of customers like the soup.
             That’s all we were saying.

                       POMPIDOU
             Were we saying that?

     An IDEA comes to Skinner. Dark pleasure blooms on his face.

                       SKINNER
             Very well. If it’s Linguini they
             want --

     He pulls Horst close and speaks to him quietly.

                       SKINNER
             -- tell them “Chef” Linguini has
             prepared something special for
             them, something definitely “off-
             menu”. Oh, and don’t forget to
             stress its “Linguini-ness”.

                       HORST
             Oui, Chef.

     Skinner turns to Linguini, a big shark-smile on his face.

                       SKINNER
             Now is your chance to try something
             worthy of your talent, Linguini. A
             forgotten favorite of the Chef’s:
             “Sweetbread a la Gusteau”! Colette
             will help you!
                                                              53.


                       COLETTE
             Oui, Chef.

                       SKINNER
             Now hurry up. Our diners are
             hungry!

     Skinner turns to go to his office, a worried La Rousse
     rushes up to him, speaking in a low, concerned voice.

                       LA ROUSSE
             Are you sure? That recipe was a
             disaster. Gusteau himself said so.

                       SKINNER
             Just the sort of challenge a
             budding chef needs.

     Skinner disappears inside his office, humming to himself.


63   INT. KITCHEN - WITH COLETTE & LINGUINI                         63

     Linguini looking over Colette’s shoulder as she stares at
     an old, yellowing recipe card, sizing up it’s ingredients.

                       COLETTE
             Sweetbread a la Gusteau. Sweetbread
             cooked in a salt crust with
             cuttlefish tentacles. Drizzled with
             --snail porridge --
                  (with increasing
                  distaste)
             Douglas fir puree, beetroot mousse
             and pollen, dried white fungus and
             dipped in anchovy liquorice sauce.
             Huh.

     Sounds awful. Colette shrugs it off and turns to Linguini.

                       COLETTE
             I don’t know this recipe. But it is
             Gusteau, so--
                  (calling out)
             Lalo! We have some veal stomach
             soaking, yes??

                       LALO (O.S.)
             Yes, the veal stomach, I get that.

                       LINGUINI
             Uh-- veal stomach?
                                                                54.


64   INT. INSIDE LINGUINI’S TOQUE - MINUTES LATER                     64

     Remy pilots Linguini’s hand to lift the small pot of snail
     porridge off the burner and up to Linguini’s toque for an
     obligatory sniff. Remy looks at the porridge, then at the
     rack of fresh spices. Suddenly Remy pilots Linguini to go
     for the SPICES, lifting them rapidly one by one up the
     toque to SNIFF. Remy selects one that smells right and
     dumps it in the pot.

     LINGUINI suddenly LEANS FORWARD, tilting his toque over the
     fragrant STEAM from the simmering pot.


65   INT. INSIDE LINGUINI’S TOQUE                                     65

     Remy takes a WHIFF, likes what he smells. Inspired, he
     pilots Linguini out into the kitchen.

     LINGUINI is alarmed by his sudden ramble, completely unsure
     of where he’s going, what he’s looking for.


66   INT. UNDER THE TOQUE                                             66

     Remy maneuvers Linguini spasmodically past the other cooks
     stations, wildly sniffing around for the next ingredient, a
     composer hunting for the next note in a new symphony. He
     catches a pleasing scent in Lalo’s station.

     LINGUINI SNATCHES some SHALLOTS from Lalo, who looks up in
     SHOCK, but Linguini is already gone, racing back to his
     station to add the new ingredients to a heating pan.

     Linguini JERKS forward, tilting his toque over the pan,
     then PEELS OUT of his station, once again on the move.


67   INT. KITCHEN - SAME TIME                                         67

     Linguini ZIPS about snatching ingredients from the other
     cooks stations, a Porche apologizing for its driver.

                       LINGUINI
                  (ad-lib to cooks)
             Pardon me, just need to borrow this
             real quick, sorry, apparently I
             need this, I’ll be right back --

     To the others, Linguini looks deranged; a man who’s clearly
     lost control of both his body and his faculties.
                                                             55.


     Linguini careens back into his station and DUMPS the
     ingredients into his pan, startling Colette.

                       COLETTE
             What are you doing? We are supposed
             to be preparing the Gusteau recipe.

                       LINGUINI
                  (stirring, flipping pan)
             I’m, uh, this is the recipe--

                       COLETTE
             The recipe doesn’t call for white
             truffle oil! What else have you--

                       COLETTE
                  (she looks in his pan)
             You are improvising?? This is no
             time to experiment, the customers
             are waiting!

                       LINGUINI
             You’re right --
                  (to REMY, nudging toque)
             -- I should listen to you!

     Linguini suddenly SLAPS his own face, then LEANS his toque
     over the Sweetbread.

     Both Colette and Linguini are working quickly now, but on
     separate dishes, giving the appearance of a competition.

                       HORST
             The special??

                       COLETTE
             Come get it!


68   INT. UNDER THE TOQUE                                          68

     Remy watches anxiously as Colette sets the plate at the
     pass to be picked up, a hank of hair in each paw, waiting
     for an opening. Colette glances at the recipe.

                       COLETTE
             Oh-- I forgot to add the liquorice!

     She rushes back to get it. Remy sees his chance. Linguini
     finds himself grabbing his pan and hurtling toward Colette.


69   INT. AT THE PASS                                              69
                                                          56.


Colette is about to add the liquorice sauce when Linguini
swoops in and BLOCKS HER HAND. Colette is STUNNED. Her eyes
FLASH at Linguini, who looks petrified, his left hand holds
his pan of saute, which trembles over the Sweetbread.

                  COLETTE
        Don’t -- you -- dare.

                  LINGUINI
        I’m not, I’m not, I’m--

Linguini dumps his saute over Colette’s dish the moment
before it is swept away by the waiter Mustafa.

                    LINGUINI
        -- sorry.

Skinner enters, smiling as he walks up to Horst.

                  SKINNER
        Is Linguini’s dish done yet?

                  HORST
        Ya. It’s as bad as we remember.
        Just went out.

                  SKINNER
             (serene)
        Did you taste it?

                  HORST
        Of course before he changed it.

                  SKINNER
        Good- WHAT? How could he change it?

                  HORST
        He changed it as it was going out
        the door!

Skinner starts toward the door to the dining room, just as
MUSTAFA busts through it, excited.

                  MUSTAFA
        They love it! Other diners are
        already asking about it, about
        Linguini. I have seven more orders!

Colette is nonplussed. Skinner FLINCHES, then forces a
smile.

                  SKINNER
        That’s wonderful.
                                                                57.


70   INT. INSIDE LINGUINI’S TOQUE                                     70

     Remy slaps his paws together, relishing the night ahead.

     MONTAGE

     Crosscut between the dining room and the kitchen: orders
     pile up as word of the “special” spreads between diners.
     Remy pilots Linguini, preparing plate after plate of their
     hit.


71   INT. KITCHEN - LATER                                             71

     The dinner rush is over. The cooks congratulate their new
     comrade Linguini, toasting him glasses of table wine.

     Skinner watches from across the kitchen, STARING at the boy
     with a mixture of confusion, envy and resentment. As
     Linguini pass in front of a light Skinner SEES IT: a
     strange shadow within Linguini’s toque the SILHOUETTE OF A
     RAT. Skinner’s EYES going WIDE.


72   INT. BACK ENTRANCE - GUSTEAU’S                                   72

     After a quick look around to make sure no one’s watching,
     Linguini removes his toque and lets Remy out.

                         LINGUINI
               Take a break little Chef, get some
               air. We really did it tonight.

     Linguini unfolds a napkin, revealing a miniature picnic;
     fruit, bread, cheeses. Remy pooped but exhilarated beams at
     Linguini, who raises his glass in a salute to the rat.

     Linguini smiles and turns back inside.


73   INT. KITCHEN - CONTINUOUS                                        73

     We follow Linguini as he crosses the kitchen, humming
     happily to himself. PANNING INTO FRAME is SKINNER; perched
     high atop a tray rack, waiting like a cat ready to pounce.

     He SNATCHES the toque from Linguini’s head and gapes in
     confusion when he sees nothing on top of the boy’s head. He
     looks at Linguini and SMILES.

                         SKINNER
                    (dangling the toque)
               Got your toque!
                                                               58.


     Skinner hops to the ground, fluffing the toque with his
     hand before handing it back to the mystified Linguini.

                       SKINNER
             Seriously now, I’d love to have a
             little talk with you, Linguini in
             my office.

                       LINGUINI
             Am I in trouble?

                       SKINNER
             Trouble? Noo, a little wine, a
             friendly chat. Just us cooks.

     Colette watches Skinner steer Linguini into his office.

                       HORST
                  (to Colette, re:
                  Linguini)
             The Plongeur won’t be coming to you
             for advice anymore, eh Colette?
                  (nods to Skinner’s
                  office)
             He’s gotten all he needs.

     He exits chuckling. Colette slowly turns away, stung.


74   INT. INSIDE SKINNER’S OFFICE                                    74

     Skinner settles in behind the massive desk that was
     formerly Gusteau’s. Linguini sits uneasily at a chair
     facing him, still holding his little glass of wine.

                       SKINNER
             Toasting your success, eh Linguini?
             Good for you.

                       LINGUINI
             I just took it to be polite, they
             were being so nice to me, I don’t
             really drink, you know --

                       SKINNER
             Of course you don’t. I wouldn’t
             either if I was drinking that --

     Skinner plucks the glass from Linguini’s hand, pours it
     into a wastebasket, and offers up a newly opened bottle of
     wine.

                       SKINNER
                                                                59.


             -- but you would have to be an
             idiot of elephantine proportions
             not to appreciate this ‘61 Chateau
             Latour. And you, M’sieur Linguini,
             are no idiot.
                  (raising his glass)
             Let us toast your non-idiocy! A
             votre sante!

     They clink and DRINK.


75   INT. OUTSIDE KITCHEN - BACK ENTRANCE - GUSTEAU’S                 75

     Remy munches contentedly and stares at the starry sky,
     loving his bread, his cheese, his life. He breaks the top
     off a grape and holding the stem like a wine glass, slowly
     sips it into a raisin.

     Something STIRS behind the trash cans. Remy FREEZES,
     suddenly alert. Some kind of CREATURE is eating in the
     shadows. Remy grabs the cheese knife and timidly goes to
     investigate.

     The creature LOOKS UP, its glowing eyes fix on Remy. Remy
     GULPS, raises the knife. The creature LEAPS into the light-
     -

                         EMILE
             REMY!

                         REMY
             Emile--??

     They rush to each other, hugging and laughing.

                       REMY
             And what are you eating??

     Emile stares at Remy, chewing. He looks down, pondering the
     unrecognizable wad in his hands for a long beat. He FROWNS.

                       EMILE
             I don’t really know. I think it was
             some sort of wrapper once.

                       REMY
             What--? No.

     Remy grabs the wad and throws it away with a flourish.

                         REMY
                                                             60.


             You’re in Paris now, baby. My town.
             No brother of mine eats rejecta-
             menta in my town!

     Remy turns on his heel and marches back into the kitchen.


76   INT. KITCHEN - MOMENTS LATER                                  76

     Remy climbs to the pull handle on the FOOD SAFE DOOR and
     hesitates there. LAUGHTER emanates from inside of Skinner’s
     office. Remy leaps to the handle and with considerable
     effort pushes it open, UNLOCKING the massive door. GUSTEAU
     appears.

                       GUSTEAU SPRITE
             Remy, you are stealing? You told
             Linguini he could trust you.

                       REMY
             And he can. It’s for my brother.

                       GUSTEAU SPRITE
             The boy could lose his job.

                       REMY
             Which means I would, too. It’s
             under control, okay?

     Remy shoves past the Gusteau spite and into the safe. The
     sprite VANISHES.


77   INT. INSIDE SKINNER’S OFFICE - SAME TIME                      77

     Linguini sits back in his chair, looking a bit tipsy.

                       SKINNER
             More wine?

                       LINGUINI
             I shouldn’t. But okay.

     He offers his glass to Skinner, who refills it generously.

                       SKINNER
             So where did you train, Linguini?

                       LINGUINI
                  (chuckles, drinking)
             Train? Alright --

                       SKINNER
                                                             61.


             Surely you don’t expect me to
             believe this is your first time
             cooking?

                         LINGUINI
             It’s not.

                       SKINNER
             I KNEW IT!

                       LINGUINI
             It’s my --
                  (stops, counts on
                  fingers)
             -- second, third, four -- fifth
             time. Monday was my first time.
                  (Skinner wilts)
             But I’ve taken out the garbage lots
             of times before this, that’s why I
             --

                       SKINNER
                  (cutting him off,
                  pouring)
             Yes yes yes. Have some more wine.
             Tell me about your interests. Do
             you like animals?

                       LINGUINI
             What--? Animals? What kind?

                       SKINNER
             Oh, the usual. Dogs, cats, horses,
             guinea pigs --
                  (pointed)
             -- rats.


78   INT. BACK ENTRANCE - GUSTEAU’S - MINUTES LATER                78

     Remy carries a small bundle of gourmet foodstuffs from the
     kitchen, only to find Emile again munching on garbage.

                       REMY
             I brought you something to-- AGH!!
             No no NO! Spit that out right now!
                  (Emile does, shamed)
             I have GOT to teach you about food!
             Close your eyes.

     As Emile closes his eyes, his SURROUNDINGS FADE TO BLACK.
     Remy delicately holds a hunk of cheese under Emile’s nose--
                                                          62.


                  REMY
        Now take a bite of thi--

Emile INHALES it. Horrified, Remy scolds him like a bad
pet.

                  REMY
        -- NO NO NO! Don’t just hork it
        down!

                    EMILE
        Too late.

Annoyed, Remy hands him another piece of cheese. Emile eats
it, this time more carefully.

                  REMY
        Chew it slowly, think only about
        the taste. See?

A vague, grayish BLOB half-forms above his head. It MOVES
to undefined MUSIC as Emile struggles to experience the
food.

                  EMILE
        Not really.

                  REMY
        Creamy, salty sweet. An oaky
        nuttiness? You detect that?

Emile opens his eyes (surroundings reappear), looks at
Remy.

                  EMILE
        Oh, I’m detecting nuttiness.

                  REMY
        Close your eyes. Now taste this.
             (gives him a strawberry)
        Whole different thing, right?
        Sweet, crisp, slight tang on the
        finish?

The BLOB reappears, but this time with a hint of color.

                    EMILE
        Okay.

                  REMY
        Now try them together. Uh-huh. See?
                                                             63.


     Emile eats both together and chews, concentrating. Slowly
     the weak COLORS become bolder and more complimentary. They
     begin to dance and intermingle as a little MELODY takes
     shape.

                       EMILE
             Okay, I think I’m getting a little
             something there. It might be the
             nuttiness. Could be the tang.

                       REMY
             That’s it! Now imagine every great
             taste in the world being combined
             into infinite combinations, tastes
             that no one has tried yet!!
             Discoveries to be made!

                       EMILE
             I think -- you lost me again.

     Emile opens his eyes. The SHAPES and SOUND FADE AWAY.
     Sensing Remy’s disappointment, Emile reassures him.

                       EMILE
             But that was interesting. Most
             interesting garbage I ever -- HEY!
             What are we doing? Dad doesn’t know
             you’re alive. We’ve gotta go to the
             colony!! Everyone will be thrilled!

                       REMY
             Yeah, but, uh, thing is, I kinda
             have to -- uh --

     Remy gestures vaguely at the kitchen. Emile frowns.

                       EMILE
             What? What do you “hafta” more than
             family? What’s more important?

     He glares furiously at Remy, whose resolve starts to
     crumble.

                       REMY
             Well, it wouldn’t hurt to visit.


79   INT. INSIDE SKINNER’S OFFICE - STILL LATER                    79

     A few EMPTY BOTTLES of wine litter Skinner’s desk. Linguini
     is BOMBED, but Skinner’s increasingly desperate inquisition
     is getting nowhere.
                                                                64.


                       SKINNER
             I KNOW you know something about
             RATS! You know you do!!

                       LINGUINI
             You know who know do whacka do.
             Ratta tatta- hey! Why do they call
             it that?

                       SKINNER
             What?!

                       LINGUINI
             Ratatouille. There’s a dish called
             that, it’s like a stew, right? Why
             do they call it that? If you’re
             gonna name a food you should give
             it a name that sounds delicious.
             Ratatouille doesn’t sound
             delicious. It sounds like rat. And
             patooty. Rat patooty! Which does
             NOT sound delicious.

     Linguini drinks, finds his glass empty. He smiles, offering
     his glass for Skinner to refill.

                       SKINNER
                  (scowling)
             Regrettably --

     He drops the empty bottle into the trash with a loud THUNK.

                       SKINNER
             -- we are all out of wine.


80   INT. INSIDE SEWER - RAT COMMONS - A LITTLE LATER                 80

     Several channels converge into a wide, open area as dreary
     and uninviting as any sewer, save for a flotilla of tiny
     BOATS illuminated by a scattering of multi-colored lanterns
     that answer the gloom with magic.

     Holding their clasped paws up victoriously, Django turns
     from Remy to face the assembled crowd of rats.

                       DJANGO
             MY SON -- HAS RETURNED!

     An enormous CHEER erupts. Emile joins Django and Remy as
     the clan crowds around them. Remy’s joy is clouded with
     doubt; what about his new life?
                                                             65.


81   INT. RAT ENCAMPMENT - LATER                                   81

     A PARTY is in full swing. The entire rat clan has come out
     to bop to boisterous MUSIC played by a jazzy RAT BAND,
     kicking down the jams in a unique gypsy/jitterbug dance
     style that takes full advantage of their tails and all four
     legs.

     Joined by his sons, Django sits at a prime table. A WAITER
     RAT quickly serves a round of drinks in well-worn thimbles
     between them. Emile and Django suck theirs down. Remy takes
     a discreet whiff and sets it aside.

                       DJANGO
             And finding someone to replace you
             for poison checker has been a
             disaster. Nothing’s been poisoned,
             thank God, but it hasn’t been easy.
             You didn’t make it easy.

                       REMY
             I know. I am sorry, Dad.

                       DJANGO
             Well, the important thing is that
             you’re home.

                       REMY
             Yeah -- well, uh, about that --

                       DJANGO
             You look thin. Why is that? A
             shortage of food or a surplus of
             snobbery?

     Emile joins in as Django cracks up at his own joke.

                       DJANGO
             It’s tough out there in the big
             world all alone, isn’t it?

                       REMY
             Sure but, it’s not like I’m a kid
             anymore.

     A well-wisher drops by to say hello to Django. Remy takes
     advantage of the distraction to quickly deliver the bad
     news.

                       REMY
             I can take care of myself. I’ve
             found a nice spot not far away, so
             I’ll be able to visit often.
                                      66.


          DJANGO
     (resuming conversation)
Nothing like a cold splash of
reality to make you --
     (sudden realization)
-- “visit”?

          REMY
I will, I promise. Often.

          DJANGO
You’re not staying?

          REMY
It’s not a big deal, Dad.
     (gently)
You didn’t think I was going to
stay forever, did you? Eventually a
bird’s gotta leave the nest.

          DJANGO
We’re not birds, we’re rats. We
don’t leave nests, we make them
bigger.

          REMY
Maybe I’m different kind of rat.

          DJANGO
Maybe you’re not a rat at all.

          REMY
Maybe that’s a good thing.

          EMILE
     (trying to break tension)
Hey, the band’s really on tonight!

          REMY
Rats! All we do is take, Dad. I’m
tired of taking. I want to make
things! I want to add something to
this world.

          DJANGO
You’re talking like a human.

          REMY
Who are not as bad as you say.

           DJANGO
Oh yeah?
                                                             67.


                         EMILE
             Oh man --

                       DJANGO
             What makes you so sure?

     Remy hesitates for a beat, suddenly careful.

                       REMY
             I’ve uh, been able to, uh, observe
             them at a close-ish sort of range.

                       DJANGO
             Yeah? How close?

                       REMY
             Close enough. And they’re, y’know,
             not so bad. As you say. They are.

     Django GLARES at Remy, scrutinizing him.

                       DJANGO
             Come with me, I got something I
             want you to see.

     He moves from the table, dropping to all fours and heading
     off. Reluctantly, Remy does likewise, leaving Emile alone.

                       EMILE
             You know, I think I’ll stay here.


82   INT. KITCHEN - GUSTEAU’S RESTAURANT - SAME TIME               82

     The sound of raindrops patter against the skylight.
     Skinner, bundled up in a well-tailored overcoat, throws a
     scarf around his neck. Linguini tipsily hands him his
     beret.

                       SKINNER
             Make sure the floors and counter-
             tops are clean before you lock up.

                       LINGUINI
             You want me to stay and clean?

                       SKINNER
             Is that a problem?

     Linguini slumps and drunkenly shakes his head “no”.

                       SKINNER
             Good boy. See you tomorrow.
                                                             68.


     Skinner exits, humming. Linguini watches him go with weary
     eyes. He turns to face the messy kitchen and wilts.


83   EXT. PARIS STREET - NIGHT                                     83

     It’s raining harder now. Django and Remy arrive at a drain
     opening, through which can be glimpsed the rough
     cobblestones of a city street.

                       DJANGO
             We’re here.

     Django scrambles out the curb-side drain and turns to face
     the storefront behind them. Remy sits next to him and looks
     up, following his father’s gaze. His jaw drops in horror.

     Displayed in the window of the small shop are a variety of
     nasty looking metal traps, RAT TRAPS to be precise, and
     along side of those hang row after row of DEAD RATS.

                       DJANGO
             Take a good, long look, Remy. This
             is what happens when a rat gets a
             little too comfortable around
             humans.

     Remy looks away. Django’s tone is tender, but firm.

                       DJANGO
             The world we live in belongs to the
             enemy. We must live carefully. We
             look out for our own kind, Remy.
             When all is said and done, we’re
             all we’ve got.

     His point made, Django turns to go. Remy stares up at the
     horrible window, then softly says--

                         REMY
             No.

                          DJANGO
                     (stops in his tracks)
             What?

                       REMY
             No, Dad. I don’t believe it. You’re
             telling me that the future is --
             can ONLY be --
                  (points at window)
             -- more of this?
                                                                69.


                       DJANGO
             This is the way things are. You
             can’t change nature.

                       REMY
             Change IS nature, Dad. The part
             that we can influence. And it
             starts when we decide.

     With that, Remy turns and walking upright on two legs
     starts back to Gusteau’s. Django calls after him.

                       DJANGO
             Where you goin’?

                       REMY
             With luck forward.


84   EXT. OUTSIDE BACK KITCHEN ENTRANCE - GUSTEAU’S - MORNING         84

     The storm has passed and the sky is cloudless and clear. As
     a weary Remy exits the sewer, the fresh air hits his
     nostrils and he draws it in like a sweet memory.

     He exhales, renewed and happy to be back in his brave new
     world. Forgetting himself, he trots for the kitchen
     entrance on two legs, throwing a reckless wave at a passing
     CYCLIST.

     The cyclist DOUBLE-TAKES, craning his neck to look at the
     bizarre sight and collides with a parked car.


85   INT. KITCHEN - GUSTEAU’S RESTAURANT                              85

     Remy enters and looks around. No one has arrived yet. Remy
     steps on to the counter top and surveys the kitchen,
     savoring the day ahead. And then he hears the sound.
     SNORING.

     He TAKES COVER and peers out. No one is there, but the
     SNORING persists. He peers cautiously over the edge--

     REMY’S POV

     -- as Remy walks forward, REVEALING:

     LINGUINI curled up on the floor and slumbering like a
     vagrant. Remy looks at the clock, realizing with horror
     that the others are about to arrive.
                                                                70.


     Remy jumps onto Linguini’s head like a rough rider on a
     fallen horse and expertly TUGGING hanks of Linguini’s hair,
     manages to get the boy up on his feet.

     But Linguini remains FAST ASLEEP. Remy lifts one of
     Linguini’s heavy EYELIDS and waves frantically at a staring
     eye but Linguini is OUT COLD.

     The SOUND of a motorcycle arriving at the rear entrance
     causes Remy to looks around in desperation. He spies a pair
     of SUNGLASSES near the cook’s lockers.

     Colette ENTERS, unpleasantly surprised to find LINGUINI
     already at work. She crosses to their station and starts
     prep. Remy has hidden Linguini’s shut eyes behind
     sunglasses, unintentionally giving him the air of a smug
     ROCK STAR.

     Though Linguini remains fast ASLEEP, Remy pulls his hair to
     keep the boy’s limbs working somewhat convincingly.

                       COLETTE
                  (cool, formal)
             Good morning.

                                                       INTERCUT:

     UNDER LINGUINI’S TOQUE/ COLETTE & LINGUINI

     Remy pulls hair, nervously puppeting the sleeping Linguini.

     How can he make Linguini answer? He PULLS a side hair hank
     causing Linguini’s head to loll to Colette, give her a lazy
     nod, then turn back to his work.

                       COLETTE
             So. The Chef. He invited you in for
             a drink? That’s big, that’s big.
             What did he say?


86   INT. UNDER LINGUINI’S TOQUE                                      86

     Remy hesitates. There’s no hair he can pull for speech!
     Desperate, he pulls the head-turn hair again.

     RESUME SCENE

     Linguini’s head lolls lazily back to Colette, the effect
     being a smug “What do you think he said, babe?”

                       COLETTE
             What-- you can’t tell me?
                                                                71.


     Linguini is silent. He resumes cutting. Colette goes cold.

                       COLETTE
             Oh. Forgive me for intruding on
             your deep, personal relationship
             with the Chef. I see how it is. You
             get me to teach you a few kitchen
             tricks to dazzle the boss, and then
             you blow past me?


87   INT. UNDER LINGUINI’S TOQUE                                      87

     Things are going bad fast. Remy keeps Linguini chopping,
     hoping desperately for an idea to salvage the situation.

                       REMY
             Ca’mon. Wake up, wake up--!

     RESUME SCENE

     Linguini keeps chopping vegetables like a hip zombie. His
     smirking face rolls in Colette’s direction.

                       COLETTE
                  (small, hurt)
             I thought you were different. I
             thought you thought I was
             different. I thought--

     Now, seemingly looking straight at her, Linguini SNORES.

     Colette GASPS and delivers a roundhouse SLAP to Linguini’s
     face. Linguini CORKSCREWS and CRASHES to the floor.

     Linguini now completely awake and utterly confused at the
     crucial chunk of his life he’s somehow missed, looks up at
     the furious Colette with wide eyes.

                       COLETTE
             I didn’t have to help you. If I
             looked out only for myself, I could
             have let you drown. But --
                  (this is hard for her)
             -- I wanted you to succeed. I liked
             you. My mistake.

     Colette turns, storming out the kitchen’s back door. Both
     Linguini and Remy- who peers out of Linguini’s fallen
     toque, watch he go. Linguini turns to Remy.

                       LINGUINI
                                                             72.


             It’s over, Little Chef. I can’t do
             it anymore.

     He grabs the toque with Remy inside and runs after Colette.


88   EXT. OUTSIDE GUSTEAU’S - ALLEY BEHIND KITCHEN - CONTINUOUS    88

     Colette is already on her motorcycle. Linguini runs to her.

                       LINGUINI
             Stop--! Don’t motorcycle away--
                  (She atops, looks at him)
             Look. I’m no good with words. I’m
             no good with food, either. At least
             not without your help.

                       COLETTE
             I hate false modesty. It’s just
             another way to lie. You have talent
             --

                       LINGUINI
             But I don’t! Really! It’s not me!


89   INT. UNDER LINGUINI’S TOQUE                                   89

     Remy eyes widen: this can’t be happening.

     RESUME LINGUINI & COLETTE

                       LINGUINI
             And when I added those extra
             ingredients instead of following
             the recipe like you said-- that
             wasn’t me either!

                       COLETTE
             What do you mean?

                       LINGUINI
             I mean I wouldn’t have done that. I
             would’ve followed the recipe, I
             would’ve followed your advice. I
             would’ve followed your advice to
             the ends of the earth because I
             love -- your advice.

                       COLETTE
             But?

                       LINGUINI
                                                               73.


             But, I have a secret.


90   INT. UNDER LINGUINI’S TOQUE                                     90

     Remy’s really getting worried now.

                       REMY
                  (softly)
             Don’t do it --

     RESUME SCENE

     Colette’s eyes narrow. She’s not liking the sound of this.

                       LINGUINI
             It’s sort of disturbing.

     Linguini chuckles sheepishly, then straightens as if to
     make an announcement, taking a deep breath.

                       LINGUINI
             I have a rr -- aah--uht --

                       COLETTE
             What?

                       LINGUINI
             I have a rahh -- tsh-

                       COLETTE
             You have a rash?

                       LINGUINI
             NO! No -- I have this tiny, a
             little, uh, little, a--
                  (quickly blurts it out)
             -- tiny chef who tells me what to
             do.

                       COLETTE
             A tiny chef.

                       LINGUINI
             Yes, yes, he’s, uh, uhhhmmn --
                  (points to toque)
             -- he’s up here--

                       COLETTE
             In your brain.

                       LINGUINI
             Why is it so hard to talk to you??
                                                                74.


                   (gathering courage)
             Okay. Here we go. You -- inspire
             me. I’m going to risk it all. I’m
             going to risk looking like the
             biggest idiot psycho you’ve ever
             seen.

     Colette is starting to get scared. We follow her HAND as it
     drops discreetly into her BAG and emerges clutching a tiny
     cannister of PEPPER SPRAY. Linguini continues, impassioned.

                       LINGUINI
             You wanna know why I’m such a fast
             learner? Why I’m such a great cook?
             Don’t laugh! I’m going to show you-
             -

     Colette looks WORRIED. With great resolve and trembling
     hands, Linguini slowly reaches up to remove his toque--


91   INT. INSIDE LINGUINI’S TOQUE                                     91

     Through the cloth Remy watches LINGUINI’S HANDS CLOSING IN
     about to expose him and ruin it all! He YANKS on Linguini’s
     hair, thrusting Linguini forward toward Colette’s face--

     ON LINGUINI

     -- as he plants a big KISS on Colette’s lips. Colette is
     frozen, pepper spray in hand, her shock and surprise
     surpassed only by Linguini’s own.


92   INT. INSIDE LINGUINI’S TOQUE                                     92

     With furrowed brows and gritted teeth, Remy maintains
     Linguini’s forward thrust kiss. This could go either way.

     INTERCUT LINGUINI & COLETTE

     -- as they continue their startled kiss, their eyes flash
     through a myriad of emotions; surprise, fear, anger,
     vulnerability, happiness, and finally surrender. Their arms
     wrap around each other.


93   INT. INSIDE LINGUINI’S TOQUE                                     93

     Remy COLLAPSES with relief. For the moment anyway, the
     fragile charade survives.
                                                                75.


94   INT. INSIDE EGO’S OFFICE - LATE AFTERNOON                        94

     A very tall, very narrow room, simultaneously grand and
     claustrophobic. Its soaring windows are framed by heavy
     velvet drapes pulled nearly shut, allowing in only a thin
     sliver of pale light.

     The few pieces of antique furniture in the room are equally
     tall, narrow, straight-backed and uncomfortable looking.

     The faded burgundy walls are decorated with framed
     photographs and magazine covers, precisely arranged around
     a massive PORTRAIT PAINTING. Their single subject, a tall,
     cadaverous man dressed in an expensive suit; ANTON EGO the
     same Anton Ego who now sits at a desk that is the rooms
     focal point, looming over an ancient typewriter like a
     vulture with better posture.

     The rooms lone door opens, and a short, pudgy man in his
     mid-thirties enters. This is Ego’s assistant, AMBRISTER
     MINION.

                       EGO
             What is it, Ambrister?

                       MINION
             Gusteau’s.

                       EGO
             Finally closing is it?

                       MINION
             No.

     Linguini AWAKENS. Someone is POUNDING is at his office
     door.

                       EGO
             More financial trouble?

                       MINION
             No, it’s --

                       EGO
                  (losing patience)
             -- announced a new line of
             microwave eggroles, what? Spit it
             out.

                       MINION
             -- it’s come back. It’s --
                  (bewildered)
             -- popular.
                                                             76.


     Ego looks up, eyes flashing.

                       EGO
             I haven’t reviewed Gusteau’s in
             years.

                        MINION
             No, Sir.

     Ego pulls open his files, deftly riffling through folders.

                       EGO
             My last review condemned it to the
             tourist trade.

                       MINION
             Yes, Sir --

     Ego locates the review and plucks it from the files,
     reading it aloud as if it were divinely inspired.

                       EGO
             I said--
                  (reading)
             “Gusteau has finally found his
             rightful place in history, right
             alongside another, equally famous
             Chef-- Monsieur ‘Boyardee’”.

                       MINION
             Touche’ --

     Rising from his desk, Ego moves menacingly toward Minion.

                       EGO
             That is where I left it. That was
             my last word. THE last word.

                        MINION
             Yes.

                       EGO
             Then tell me, Ambrister --

     Ego now LOOMS over the cowering Minion.

                       EGO
             -- how could it be -- “popular”?


95   INT. SKINNER’S OFFICE - DAY                                   95
                                                        77.


Skinner is seated at his desk, his head in his hands. Talon
sits in a chair across from him, sipping an espresso.

                  SKINNER
        No no no NO NO NOOO!

                  TALON
             (matter of fact)
        The DNA matches, the timing works,
        everything checks out. He is
        Gusteau’s son.

                  SKINNER
        This can’t just happen! The whole
        thing is a set-up! The boy knows!

Skinner goes to his window, parts the blinds to the
kitchen.

                  SKINNER
        Look at him out there, pretending
        to be an idiot! He’s toying with my
        mind, like a cat with a ball! Of
        something!

                   TALON
        String?

                  SKINNER
        Yes! Playing dumb! Taunting me with
        that rat!

                   TALON
        Rat?

                  SKINNER
        Yes! He’s consorting with it!
        Deliberately trying to make me
        think it’s important!

                   TALON
        The rat.

                   SKINNER
        Exactly.

The lawyer is watching Skinner now, eyes wide with worry.

                  TALON
             (delicately)
        Is the rat “important”?

                   SKINNER
                                                               78.


             Of course not! He just wants me to
             think that it is! Oh, I see the
             theatricality of it; a rat appears
             on the boy’s first night, I order
             him to kill it and now he wants me
             to see it everywhere -- woooooooo -
             -
                  (snaps fingers wildly)
             -- it’s here, no it isn’t, it’s
             HERE! Am I seeing things, am I
             crazy, is there a phantom rat or is
             there not? But ohhh no! I refuse to
             be sucked into his little game of -
             -

     Skinner is suddenly aware that Talon is staring at him.

                       TALON
             Should I be concerned about this?
                  (pointedly)
             About you?


96   INT. KITCHEN                                                    96

     Linguini/Remy are cooking. As Colette walks by, Linguini’s
     eyes, then head start to follow her --


97   INT. INSIDE LINGUINI’S TOQUE                                    97

     Remy wonders why Linguini’s head has drifted away from the
     task at hand. He looks up: sees Colette. Rolling his eyes
     at Linguini’s limited concentration, he pulls Linguini’s
     hair --

     RESUME SCENE

     Linguini’s head jerks face forward. He frowns, annoyed at
     Remy’s correction. Colette is cooking at the oven behind
     him now. And Linguini’s eyes have drifted back to her
     following the curves of her legs slowly up to her FACE.

     She turns, catching him and SMILES. He smiles back.


98   INT. INSIDE LINGUINI’S TOQUE                                    98

     With waning patience, Remy again JERKS Remy back on task.


99   INT. SKINNER’S OFFICE - SAME TIME                               99
                                                            79.


    Skinner PACES back and forth in front of Talon.

                       SKINNER
             I can’t fire him! He’s getting
             attention! If I fire him now
             everyone will wonder why and the
             last thing I want is people looking
             into this!

                       TALON
             What are you so worried about?
             Isn’t it good to have the press?
             Isn’t it good to have Gusteau’s
             name getting headlines?

                       SKINNER
                  (points at Linguini
                  photo)
             Not if they’re over HIS face!!
             Gusteau’s already has a face, and
             it’s fat and lovable and familiar!
             And it sells burritos! Millions and
             millions of burritos!

                       TALON
             The deadline passes in three days,
             then you can fire him whenever he
             ceases to be a valuable. You’re
             still in charge, and no one will
             ever know.

    Talon prepares to leave, hesitates at the door--

                       TALON
             You know, I was worried about the
             hair sample you gave me. I had to
             send it back to the lab.

                      SKINNER
             Why?

                       TALON
             Because the first time it came back
             identified as “rodent hair”.

    Talon shrugs, chuckles and EXITS. Skinner stares, HAUNTED.


100 INT. KITCHEN                                                  100

    Under Remy’s direction, Linguini reaches for a spice.
    Colette interrupts, handing him another one.
                                                               80.


                       COLETTE
             No, no. Try this. It’s better.


101 INT. UNDER THE TOQUE                                             101

    Remy looks at the offered spice, and scowls; he begs to
    differ. As Linguini reaches to take the spice, Remy pulls
    back on his hair--

                                                         INTERCUT:

    LINGUINI & COLETTE WITH REMY

    Linguini FLINCHES, his hand HESITATING; withdrawing then
    reaching forward-back-forward-back.

    Colette watches this odd display, still holding the spice
    out. Linguini grabs the wrist of his reaching hand, forcing
    it toward the spices, as REMY TUGS at Linguini’s hair,
    directing him just as hard in the opposite direction.

    It’s a battle for control that Linguini WINS; his hand
    finally grabs the spice tin. He smiles at Colette.

    Underneath the toque, Remy GRIMACES.


102 EXT. ALLEYWAY BEHIND KITCHEN - LATER                             102

    The dinner rush finished, Linguini and Colette exit the
    kitchen laughing and holding hands. She pulls him aboard
    her motorcycle and they peel out into the young Paris
    night.


103 EXT. PARIS STREETS - TRAVELING - NIGHT                           103

    Linguini and Colette laugh and scream as the wind rips by,
    Linguini barely able to hang on to his toque and we realize
    REMY IS STILL INSIDE, HOLDING ON FOR DEAR LIFE!

    As Colette takes a sharp turn, Linguini drops his arms to
    steady himself and his TOQUE (WITH REMY INSIDE) FLIES OFF
    HIS HEAD and tumbles to the street!

    Dazed, Remy emerges from the battered toque to see
    Colette’s cycle disappear over the horizon!
                                                               81.


    Car horns BLARE. Remy turns to see a massive    WALL OF
    TRAFFIC barreling toward him. He dives clear    as CARS roar
    past, wheels screech and lights flash in all    directions as
    he madly scrambles out of their way, finally    making it to
    the curb.

    Remy looks up as a young woman recoils, jumping back into
    her sweethearts arms.

                       WOMAN
             A RAT!

    Her escort swats at Remy with his coat. Remy runs, jumping
    into a nearby STORM DRAIN.


104 INT. INSIDE THE STORM DRAIN                                      104

    Remy tumbles to the cement floor, his heart pounding.
    Through the grate he sees the legs of the WOMAN and her
    ESCORT.

                       WOMAN (O.S.)
             Disgusting little creatures --

    Remy listens, pained. He spies his reflection in a pool of
    water at this feet. He turns, slowly disappearing into the
    sewer’s darkness.

                       REMY (V.O.)
             I was reminded how fragile it all
             was. How the world really saw me.
             And it just kept getting better --


105 EXT. OUTSIDE BACK ENTRANCE - GUSTEAU’S - DAWN                    105

    Remy emerges from the curb drain, turns into the alley
    behind GUSTEAU’S and heads up the back steps.

                       EMILE (O.S.)
             Psst! Remy --

    Remy turns. EMILE peeks out from behind the trash cans,
    where he waits with a GROUP OF RATS, including GIT, the lab
    rat.

                       EMILE
             Hey little brother! We were afraid
             you weren’t gonna show up!

                       GIT
             Hey Remy. Howya doin’?
                                                            82.


                        OTHER RATS
                   (assorted greetings)

    Remy takes Emile aside, speaking in an angry whisper.

                       REMY
             You told them? Emile, that’s
             exactly what I said not to do!

                       EMILE
             But they’re my friends. I didn’t
             think you meant-- I was telling ‘em
             about tasting, about the nutty tang
             and look, I’m sorry. I’m sorry

                       REMY
             Don’t tell me you’re sorry, tell
             them you’re sorry.

    GIT has approached.

                       GIT
             There a problem over here?

                       REMY
             No.
                  (SCOWLS at Emile)
             No, there is not. Wait here.


106 INT. KITCHEN - MOMENTS LATER                                  106

    Assured the kitchen is empty, Remy hops to door handle of
    the food safe and grabs it with both arms, plants his feet
    on the door and pulls. The handle doesn’t budge, the door
    is LOCKED. Remy is puzzled. He looks toward SKINNER’S
    OFFICE.


107 INT. SKINNER’S OFFICE                                         107

    Remy enters, a little nervous, and scampers up to Skinner’s
    desk. A framed black and white PHOTO of Gusteau speaks.

                       GUSTEAU PHOTO
             Remy, what are you doing in here?

                       REMY
             Emile shows up-- I said not to, but
             he goes and blabs- it’s a disaster.
             Anyway, they’re hungry, the food
             safe is locked, I need the key.
                                                           83.


                  GUSTEAU PHOTO
        They want you to steal food?

                  REMY
        Yes. No -- it’s complicated. It’s
        family. They don’t have your
        ideals.

The collection of cardboard GUSTEAU STANDEES come to life:

                  TEXAN GUSTEAU
        Ideals? If Chef Fancy Pants had any
        ideals you think I’d be hawkin’
        barbecue over here?

                  MEXICAN GUSTEAU
        Or Microwave burritos?

                  COLONEL GUSTEAU
        Or tooth- I say, toothpickin’
        Chicken? S’about as French as a
        Corn Dawg!

The SKETCH of Gusteau as a dog-like ear of corn BARKS.

                  CORN DOG GUSTEAU
             (waves COMING SOON sign)
        Woof! Rumming Roon!

                  TEXAN GUSTEAU
        HAH! We’re inventin’ new ways to
        sell out over here!

                  SCOTTISH GUSTEAU
        Will ye’ be wantin’ some HAGGIS
        BITES, then?

                  GUSTEAU PHOTO
        I cannot control how they use my
        image Remy, I am dead!

                  REMY
        Will you guys SHUT UP??
             (they do, instantly)
        I’ve gotta think!

Remy climbs over the edge of Skinner’s desk, pushes open
the drawer, and begins to rummage through its contents.

                  REMY
                                                           84.


        Word’s getting out and if I can’t
        keep them quiet, the entire clan’s
        going to be after me with their
        mouths open and --
             (he finds the key)
        --ah! Here it is. Hey --

Remy notices a FILE labeled “Gusteau: Last Will &
Testament”. He turns to the Gusteau portrait.

                  REMY
        -- your will --!

                  GUSTEAU PHOTO
        This used to be my office.

Remy pulls the file from the drawer and lays it on the
desk.

                  REMY
        This is interesting. Mind if I --?

                  GUSTEAU PHOTO
        Not at all.

Remy flips open the file. There, alongside Gusteau’s will,
are recent press clippings featuring LINGUINI, and the
letter to Skinner from Linguini’s mother.

                  REMY
        “Linguini”? Why would Linguini be
        filed with your will?

MUSIC BUILDS as Remy reads; his eyes jumping between the
LETTER and the WILL, his eyes getting BIGGER until --

                  REMY
        HE’S YOUR SON???

                  GUSTEAU
        I -- have a -- SON?

                  REMY
        YES. How could you not know this??

                  GUSTEAU
             (defensive)
        I am a figment of your imagination!
        You did not know! How could I??

                  REMY
        Well, YOUR SON is the rightful
        owner of this restaurant!
                                                            85.


    SKINNER OPENS the office door and FREEZES, stunned by the

    bizarre sight of a RAT on his desk top. Remy SNATCHES the

    DOCUMENTS in his mouth and RUNS.


108 EXT. OUTSIDE BACK KITCHEN ENTRANCE - MORNING - CONTINUOUS     108

    Remy races out into the street. Hot on his heels, Skinner
    runs smack into LALO on a moped. Before the mortified Lalo
    can apologize Skinner is back on his feet.

                       SKINNER
             No -- NO --! The rat! It’s stolen
             my documents! It’s getting away!!

    With an crazed shriek, Skinner pushes Lalo off the scooter,
    jumps on and roars off down the street.


109 EXT. PARIS STREETS - CONTINUOUS                               109

    Skinner screeches to a stop at the INTERSECTION, looks
    around wildly for Remy. He sights the DOCUMENTS scampering
    through traffic and guns the motor, recklessly giving
    chase.


110 EXT. NEAR THE SEINE - MOVING WITH SKINNER                     110

    Closing in on Remy, Skinner reaches down to snatch the
    documents when the rat suddenly VEERS. Skinner’s Moped
    plunges down a flight of steps to the river, where it lays
    in a heap at the bottom.

    Skinner looks up, sees REMY looking down at him from the
    balustrade, documents still clutched in his mouth. Remy
    LAUGHS. A gust from a passing BUS sweeps the WILL from
    Remy’s open jaws and high into the air, where it flutters
    out over the river’s edge.


111 EXT. MOVING ALONG THE BANKS - CONTINUOUS                      111

    SKINNER sees his chance. He clambers aboard the Moped and
    takes off after the will, dodging obstacles and passers-by
    to pursue from the banks below. Remy chases it from the
    balustrade above, the letter still in his mouth.

    THE WILL begins to descend, flitting toward Skinner below,
    who reaches for it, his fingers spreading wide.
                                                               86.


    Remy makes two desperate LEAPS; from the balustrade to a
    tree, from the tree into the air just above Skinner where
    he--

    INTERCEPTS the will sailing toward the water and landing
    with a FWOP on the canvas roof of a Bateux Mouche. Remy
    can’t believe he’s got both documents again.

    Neither can Skinner. He ditches the Moped and LEAPS to the
    deck of the Seine boat.


112 EXT. ON THE SEINE - MOVING BETWEEN THE BOATS                     112

    Remy, documents in mouth, leaps to another passing boat,
    Skinner still hot on his tail.

    A jam of water traffic keeps this game alive, the two
    leaping from boat to boat, but the last leap, to a DINING
    BOAT is too far. Remy tries anyway; launching into the air,
    the documents in his mouth sweep back like WINGS and he
    catches an updraft!

    He SAILS across the gulf, landing miraculously on the deck.

    Skinner crazily follows, making the leap of his life as he
    stretches out for the dining boats’ railing and falls
    short, grasping instead the tablecloth of a couple dining
    near the railing, which he yanks out from under their
    breakfast like an inept magician as he plunges into the
    river.

    Skinner sputters in the middle of the Seine as Remy hops up
    to a bridge passing overhead, scampering safely away with
    Skinner’s papers.


113 INT. GUSTEAU’S - SKINNER’S OFFICE - AN HOUR LATER                113

    Skinner returns to his office, soaked and furious, only to
    find LINGUINI sitting at his desk.

                       SKINNER
             You?? Get out of my office.

                       COLETTE
             He’s not in your office. You are in
             his.

    Colette holds up GUSTEAU’S WILL. Skinner’s jaw drops. He
    looks at Linguini, who can only shrug with embarrassment.

    THE FRONT PAGE OF A NEWSPAPER
                                                               87.


    -- spins into a close up. Above a PHOTO OF LINGUINI, a
    deer-in headlights look on his face, a HEADLINE reads:

    RISING STAR CHEF DECLARED LEGAL OWNER OF GUSTEAU’S


114 INT. SKINNER’S - NOW LINGUINI’S OFFICE - DAY                     114

    Linguini is surrounded by the other COOKS, who raise flutes
    of champagne in a toast to their new owner. Laughing,
    Colette and Linguini hug. Watching from the shadows, REMY
    smiles.

    MONTAGE

    SERIES OF SHOTS, to music, illustrating (A) Linguini’s
    rise,(B) Skinner’s fall, and (C) the happy changes to
    GUSTEAU’S.

                                                         INTERCUT:

    (A) Various NEWSPAPER headlines: “LINGUINI CANCELS FROZEN
    FOOD” “GUSTEAU’S REGAINS A LOST STAR”. Linguini shows Remy
    their new, larger apartment.

    (B) A disheveled Skinner alternates between spying on
    Gusteau’s (looking for the rat in the kitchen) and stewing
    (over the loss of his little empire, and the glowing press
    coverage of Linguini).

    (C) Linguini and Colette raise the blinds in Skinner’s old
    office, opening it to light and a clear view of the
    Kitchen.

    In the alley behind the kitchen, the COOKS symbolically
    burn the GUSTEAU STANDEES created to promote Skinner’s
    hated FROZEN FOOD line. All cheer as the FLAMES rise
    higher.


115 INT. DINING AREA - GUSTEAU’S - EARLY EVENING - DAYS LATER        115

    FLASHES POP. Linguini sits at a table, posing for photos.
    Several JOURNALISTS hover nearby shouting questions.

                        REPORTER #1
              Chef Linguini! Chef Linguini! Your
              rise has been meteoric, and yet you
              have no formal training. What is
              the secret to your genius?


116 INT. INSIDE LINGUINI’S TOQUE                                     116
                                                              88.


    Remy reacts to the question, looking down at the head
    beneath him as if to say: ”Yeah smart guy, what is your
    secret?”

    RESUME SCENE

                       LINGUINI
             I’m Auguste Gusteau’s son. It’s in
             my blood, I guess.

                       REPORTER #3
             But you weren’t aware of that fact
             until very recently --

                       LINGUINI
             No --

                       REPORTER #3
             -- and it resulted in your taking
             ownership of this restaurant. How
             did you find out?

    ON REMY: His face says “Because I risked my neck”.

    WITH LINGUINI

                       LINGUINI
             Some part of me just knew --
                  (lamely, trying it out)
             -- the Gusteau part?


117 INT. UNDER THE TOQUE                                            117

    Remy tugs a hair tuft, causing Linguini to bop himself in
    the head with his frying pan.

                       REPORTER #1
             Where do you get your inspiration?

                       LINGUINI
             Inspiration?

    Again, Remy pricks up his ears.

                       LINGUINI
             Inspiration has many names. Mine is
             named Colette.

                       REMY
             WHAT?!!

    WITH LINGUINI
                                                            89.


    An outraged SQUEAK erupts from inside Linguini’s toque.
    Linguini quickly muffles Remy’s squeaks with both hands as
    he sets his toque down on the table. Linguini sucks on his
    teeth, making a squeaking sound.

                       LINGUINI
             Something stuck in my teeth.


118 INT. OFFICES - MINISTRY OF HEALTH - DAY                       118

    Drab and cluttered. A battered telephone rings at the desk
    of NADAR LESSARD, a bored bureaucrat. He turns from a pile
    of paperwork and answers.

                       LESSARD
             Health Inspector.


119 INT. PHONE BOOTH - ACROSS FROM GUSTEAU’S - SAME TIME          119

    Anxious, unshaven, and wrapped in a trench coat that makes
    him look vaguely like a pervert, Skinner speaks into a pay
    phone as he stares at the line of dinner customers across
    the street, waiting to enter Gusteau’s. INTERCUT as needed.

                       SKINNER
             I wish to report a rat infestation.
             It’s taken over my restauran -- er
             -- Gusteau’s restaurant --!

                       LESSARD
             Gusteau’s, eh? I can drop by.
                  (consults appointment
                  log)
             First opening is -- three months.

                       SKINNER
             It must happen now!

                       LESSARD
             Monsieur, I have the information,
             if someone cancels I’ll slot you
             in.

                       SKINNER
             But -- but the rat, it--

    Lessard hangs up. Skinner listens to the dial tone,
    deflated.

                       SKINNER
             -- stole my documents --
                                                              90.


120 INT. KITCHEN - GUSTEAU’S RESTAURANT                             120

    Horst looks at the clock, scowls, and turns to Colette.

                       HORST
             It’s past opening time.

                       COLETTE
             He should’ve finished an hour ago.

    She heaves an annoyed sigh and heads out to the dining
    area.


121 INT. DINING AREA                                                121

    Colette enters the swirl of activity to confront Linguini.
    He shoots her a cocky smile, offering her a glass of
    champagne.

                       LINGUINI
             Bon jour, Mon Cherie. Join us. We
             were talking about my inspiration.

                       COLETTE
                  (to journalists)
             Yes, he calls it his “tiny Chef.”

    Linguini muffles another SQUEAK of protest from under his
    toque. He shoots Colette a reprimanding look, leans in and
    says in a low, tight voice.

                       LINGUINI
             Not that, dearest, I meant you.

    Just then the front door swings open, spilling cold light
    and air into the warmth of the restaurant. The press swings
    its attention to the tall, backlit spectre at the entrance,
    whispering his legendary name: “Ego”. He glides through
    them without acknowledging their presence, and stops in
    front of Linguini, who is still seated.

                       EGO
             You are Monsieur Linguini?

                       LINGUINI
             Uh, hello.

                       EGO
                                                             91.


             Pardon me for interrupting your
             premature celebration. But I
             thought it only fair to give you a
             sporting chance as you are new to
             this game.


122 INT. UNDER THE TOQUE                                           122

    Remy watches with fear and awe.

                         LINGUINI
             Uh, game?

                       EGO
             Yes. And you’ve been playing
             without an opponent. Which is, as
             you may have guessed, against the
             rules.

    RESUME SCENE

                       LINGUINI
             You’re Anton Ego.

    Ego chuckles, turning to the gallery, a lion almost
    sympathetic toward the sacrificial lamb.

                       EGO
             You’re slow for someone in the fast
             lane.

                       LINGUINI
             And you’re thin for someone who
             likes food.

    The lamb bites back. A murmur of surprised delight ripples
    through the assembled. Ego’s eyes FLASH.

                       EGO
             I don’t “like” food, I love it. If
             I don’t love it, I don’t --
             swallow.

    Linguini SWALLOWS. Upper hand regained, Ego sniffs--

                       EGO
             I will return tomorrow night with
             high expectations. Pray you don’t
             disappoint me.

    Ego turns and sweeps out of the restaurant. There is a
    heavy PAUSE. Colette turns to the assembled press.
                                                            92.


                       COLETTE
             Listen, we hate to be rude, but,
             we’re French. And it’s dinner time.

    She pulls Linguini from the table and heads to the kitchen.
    He calls back to the press in apology--

                       LINGUINI
             She meant to say “it’s dinner time,
             and we’re French”--!


123 INT. HEAD CHEF’S OFFICE - MOMENTS LATER                       123

    Remy stands on the desk top, glowering at Linguini.

                       LINGUINI
             Don’t give me that look. You were
             distracting me in front of the
             press. How am I supposed to
             concentrate with you yanking my
             hair all the time?

    Linguini sticks out his hand, offering Remy a now familiar
    ramp to his post atop Linguini’s head. Remy shoots Linguini
    an “about time” look, climbs up his arm and under his
    toque.

                       LINGUINI
             And that’s another thing. Your
             opinion isn’t the only one that
             matters here. Colette knows how to
             cook too, you know--


124 INT. UNDER THE TOQUE                                          124

    The last straw. Remy grabs a hair hank and pulls too hard.

                       LINGUINI
             -- OW!! Alright that’s it!!


125 EXT. OUTSIDE BACK KITCHEN ENTRANCE - DUSK                     125

    The door bangs open, Linguini storms out, mashing his toque
    against his head, angrily shuts the door behind him. He
    yanks his toque off and gets in Remy’s tiny face--

                       LINGUINI
             You take a break, little chef. I’m
             not your puppet, and you’re not my
             uh, puppet -- controlling -- guy.
                                                               93.


126 EXT. FROM THE ROOF ABOVE                                         126

    SKINNER watches this strange scene, his jaw hanging open.

                       SKINNER
             The rat is the cook!

                       LINGUINI
             You cool off and get your mind
             right, little chef. Ego is coming
             and I’ve gotta focus!

    Skinner watches as Linguini storms back into the kitchen.
    He EXITS, ducking down the fire escape.

    RESUME REMY

    He’s FURIOUS. In a pint-sized fit of rage he kicks a can,
    then, tottering under its weight, picks up a bottle to
    throw against the wall and suddenly finds himself face to
    face with EMILE and his RAT PALS.

                       EMILE
             Wow. I’ve never seen that before.

                       GIT
             Yeah, it’s like you’re his fluffy
             bunny or something.

    The other rats laugh. Remy’s face goes hard.

                       EMILE
             I’m sorry about all the guys, Remy.
             I tried to limit them, but--

                        REMY
             You know what? It’s okay.
                   (To group)
             I’ve been selfish. You guys hungry?
                   (RATS respond eagerly)
             Dinner’s on me. We’ll go after
             closing time. In fact --
                   (to Emile, evil grin)
             -- tell Dad to bring the whole
             clan.


127 INT. LINGUINI’S APARTMENT - NIGHT                                127

    Linguini returns, calling out in the darkened apartment.

                       LINGUINI
             Little chef?
                                                              94.


    He looks in Remy’s little sleeping area, finding it EMPTY.


128 INT. KITCHEN - GUSTEAU’S - NIGHT                                128

    Horst puts the kitchen to bed. He pulls on his coat and
    turns the LIGHTS OUT. Beat. A metal GRATE in the floor
    lifts up, Remy and Django peek out.

                       DJANGO
             This is great, son. An inside job.
                  (too loudly)
             I see the appeal--!

                       REMY
             Shhh!

    Remy climbs out, looks around, signals the coast is clear.
    An army of RATS- a crack FOOD THEFT UNIT pour in after him,
    mobilizing effectively to raid the vault as he opens the

    door, when all of a sudden LINGUINI RETURNS to the kitchen.

                       LINGUINI
             Little Chef? Little Chef?

    The CLAN RATS instantly freeze, camouflaging themselves. It
    is both amazing and precarious, any close look will betray
    the deception. Remy steps out, revealing himself to
    Linguini.

                       LINGUINI
             Hey, Little Chef. I thought you
             went back to the apartment. Then
             when you weren’t there, I don’t
             know, it didn’t seem right --

    As Linguini opens up to Remy, we cut to QUICK SHOTS: visual
    gags of the rat clan hiding in plain sight, desperate to
    avoid discovery. Remy listens, distracted.

                       LINGUINI
             -- to leave things the way we did
             so I came back, hoping you’d be
             here. And here you are.

    Linguini is so absorbed in his own feelings that he’s
    utterly blind to the fact that the food safe door is ajar,
    and that he’s caught the rats MID-HEIST.

                       LINGUINI
                                                            95.


             Look. I don’t want to fight. I’ve
             been under a lot of- you know,
             pressure. A lot has changed in not
             very much time, you know. I’m
             suddenly a Gusteau and I gotta be a
             Gusteau or you know, people will be
             disappointed. It’s weird --

    INSIDE THE FOOD SAFE: MORE QUICK SHOTS

    RATS HIDE; up on the shelves, in EGG CARTONS, inside the
    holes in a wedge of SWISS CHEESE, submerged in an open sack
    of COFFEE BEANS, leaving only their tiny NOSES visible.

    EMILE hides in the center of an ASPARAGUS BUNCH held
    together by a rubber band. His eyes latch on to a juicy
    BUNCH OF GRAPES, which hang literally in front of his face.

    Enticed, he leans forward just enough to get his lips
    around the end of a single grape, and s-l-o-w-l-y SUCKS IT
    OFF THE STEM into his mouth, swallowing it whole. Mmmnn.

    He glances up: another grape beckons. Emile leans for it--

                       LINGUINI
             -- I’ve never disappointed anyone
             before because nobody’s ever
             expected anything of me. And the
             only reason anyone expects anything
             from me now is because of you.

    REMY listens to Linguini, shamed by his kind words.

                       LINGUINI
             I haven’t been fair to you. You’ve
             never failed me, and I should never
             forget that.


129 INT. INSIDE THE FOOD SAFE                                     129

    Emile, now stuffed and lumpy with grapes, eyes the last
    REMAINING GRAPE on the stem. Balancing on a CHEESE WHEEL,
    he lashes the asparagus rubber band to the shelf and leans
    out

    over the edge, straining to reach the lone grape.

                       LINGUINI
             The most honorable friend a guy
             could ever ask--
                                                             96.


    The cheese wheel SHIFTS. Emile loses his balance and falls,
    hits the floor spread-eagled. The CHEESE lands on top of
    him, causing his bellyful of GRAPES to machine gun from his
    mouth and hit the back of Linguini’s neck.

    He TURNS sees that the food safe door is OPEN.

                       LINGUINI (CONT'D)
             What is this? What’s going on--

    He pulls open the door and flips the light on. The RATS
    FLEE spilling from the shelves in a squeaking, fur covered
    WAVE that rushes past Linguini’s feet and out the open
    door.

                       LINGUINI
                  (to Remy, betrayed)
             You’re stealing from me??
             How could you? I thought you were
             my friend, I trusted you!


130 EXT. OUTSIDE KITCHEN - REAR ENTRANCE - CONTINUOUS              130

    The door bursts open and a flood of rats pour out the rear
    door into the alley, Linguini behind them brandishing a
    mop.

                       LINGUINI
             Get out! You and all your rat
             buddies! And don’t come back! Or
             I’ll treat you the way restaurants
             are supposed to treat pests!

    Linguini ducks back inside, SLAMMING the door behind him.
    Remy stares in silence, devastated by what he’s done.
    DJANGO and the rest of the RAT CLAN emerges from the
    shadows, gathering around the group including Remy and
    Emile.

                       REMY
             You’re right, Dad. Who am I
             kidding? We are what we are. And
             we’re rats.

    Remy turns, unconsciously drops to four legs and walks
    slowly away, his voice distant and sad.

                       REMY
             Well, he’ll leave soon, and now you
             know how to get in. Steal all you
             want.
                                                              97.


                       DJANGO
             You’re not coming?

                       REMY
             I’ve lost my appetite.


131 INT. DINING ROOM - GUSTEAU’S RESTAURANT - NIGHT                 131

    Strangely, Linguini is dressed as a WAITER. He waits on a
    lone DINER, whose face is hidden behind a menu.

                       LINGUINI
             Do you know what you’d like, sir?

    The MENU lowers, revealing EGO. He GRINS, ravenous.

                       EGO
             Yes; I’d like your heart, roasted
             on a spit--!

    Linguini is frozen in fear, his heart pounding as Ego’s
    cold

    chuckle turns into a ROAR.


132 INT. INSIDE HEAD CHEF’S OFFICE - MORNING - CONTINUOUS           132

    Linguini AWAKENS. Someone is POUNDING is at his office
    door.

                       LINGUINI
             C--come, COME IN!!

    The door opens and Colette leans in, speaking tenderly.

                       COLETTE
             Today is a big day. You should say
             something to them.

                       LINGUINI
             Like what?

                       COLETTE
             You are the boss. Inspire them.


133 INT. KITCHEN - MINUTES LATER                                    133

    Linguini places a step ladder at the front of the kitchen
    and stands on the top step. He clears his throat.
                                                               98.


                       LINGUINI
             Attention. Attention everyone.

    The staff pauses and turns their attentions to Linguini.

                       LINGUINI
             Tonight is a big night. Appetite is
             coming and he’s going to have a big
             Ego.
                  (stops, corrects himself)
             I mean Ego. He’s coming. The
             critic? And he’s going to order.
             Something. Something from our menu.
             And we’ll have to cook it. Unless
             he orders something cold. Like a
             salad.

    The COOKS exchange confused glances. Colette wilts. This is
    not the inspiration she had in mind.


134 EXT. OUTSIDE REAR KITCHEN ENTRANCE - GUSTEAU’S - SAME            134
    MOMENT

    Remy is watching this through the kitchen window. He sighs.

                       EMILE
             Just can’t leave it alone, can ya’?

    Emile is by the trash. Remy HOPS DOWN and walks over to
    him.

                       REMY
             You really shouldn’t be here during
             restaurant hours, it’s not safe.

                       EMILE
             I’m hungry. And I don’t need the
             inside food to be happy. The key,
             my friend, is to not be picky.
             Observe.

    Emile lifts the corner of a toppled-over BOX, exposing a
    chunk of CHEESE. Emile chuckles, reaching for the cheese..

                       REMY
             No-- WAIT--

    Remy grabs Emile’s tail and pulls him clear. A HINGE DROPS,
    trapping Remy inside a CAGE. Emile rushes to Remy,
    panicked.

                       EMILE
                                                             99.


             Oh no! What’ll we do?! I’ll go get
             Dad!

    A SHADOW looms over them. Emile quickly hides. SKINNER
    picks up the trap/cage, grinning ear to ear.

                       SKINNER
             You may think you are a chef, but
             you are still only a rat.


135 INT. KITCHEN - SAME TIME                                       135

    The cooks are sitting now, bored out of their minds.
    Linguini is still talking.

                       LINGUINI
             -- sure he took away a star last
             time he reviewed this place. Sure,
             it probably killed Gust -- Dad.

                       LALO
                  (softly to himself)
             Oh, this is very bad juju here-o.

                       LINGUINI
             But I’ll tell you one thing--

    Mustafa bursts through the dining room door, interrupting--

                       MUSTAFA
             Ego is here.

    The air is suddenly sucked from the room. The cooks stand
    alert, frightened. Sensing what is needed, Colette steps
    up.

                       COLETTE
             Arnot Ego is just another customer.
             Let’s cook!

    An intent look sweeps the faces of the staff. With a burst
    of grunts, cries and hand claps they return to work.

                       LINGUINI
                  (a beat too late)
             Yeah--! Let’s-- okay --


136 EXT. STREET NEAR GUSTEAU’S - MOMENTS LATER                     136

    Remy’s cage is set down inside the trunk of SKINNER’S CAR.
    Remy looks up at Skinner.
                                                           100.


                       SKINNER
             So! I have in mind a simple
             arrangement; you will create for me
             a new line of Chef Skinner frozen
             foods, and I, in return, will not
             kill you.

    Remy STARTLES, looks aghast. Laughing, Skinner SLAMS SHUT
    the trunk and EXITS toward the restaurant. Nearby, EMILE
    watches cautiously.

                       SKINNER
             Au revoir, rat!


137 INT. GUSTEAU’S RESTAURANT - DINING AREA - NIGHT               137

    Mustafa draws a deep breath, gathering courage. He turns
    and approaches Ego’s table.

                       MUSTAFA
             Do you know what you’d like this
             evening, sir?

    Ego lifts his gaze to Mustafa.

                       EGO
             Yes, I think I do. After reading a
             lot of overheated puffery about
             your new cook, you know what I’m
             craving? A little perspective.

    Ego SNAPS his menu shut and hands it to Mustafa.

                       EGO
             That’s it. I’d like some fresh,
             clear, well-seasoned perspective.
             Can you suggest a good wine to go
             with that?

                       MUSTAFA
                  (baffled)
             With what, sir?

                       EGO
             Perspective. Fresh out, I take it?

                       MUSTAFA
             Uh -- I’m sorry?

                       MUSTAFA
                                                           101.


             Very well. Since you’re all out of
             perspective and no one else seems
             to have it in this bloody town,
             I’ll make you a deal; you provide
             the food, I’ll provide the
             perspective. Which would go nicely
             with a bottle of Cheval Blanc 1947.

                       MUSTAFA
             Uhm, I’m afraid I -- I didn’t --
             your dinner selection?

    Ego jumps to his feet, suddenly eye to eye with Mustafa.

                       EGO
             Tell your “Chef Linguini” that I
             want whatever he dares to serve to
             me. Tell him to “hit me with his
             best shot”.

    Mustafa scurries off. Seated at a nearby table (and
    disguised in a trenchcoat, sunglasses and beret), SKINNER
    jerks his head toward Ego and speaks to his waiter--

                       SKINNER
                  (deep voice)
             I will have whatever he is having.


138 INT. INSIDE SKINNER’S CAR TRUNK                               138

    Remy sits in the corner of his cage, alone and defeated.
    The GUSTEAU SPRITE appears. He studies Remy, speaking
    quietly.

                       GUSTEAU
             So, we’ve given up.

                       REMY
             Why do you say that?

                       GUSTEAU
                  (looks around, shrugs)
             We are in a cage. Inside a car
             trunk. Awaiting a future in frozen
             food products.

                       REMY
             No, I’m the one in a cage. I’ve
             given up. You are free.

                       GUSTEAU
                                                              102.


             I am only as free as you imagine me
             to be. As you are.

                       REMY
             Oh please. I’m sick of pretending.
             I pretend to be a rat for my
             father. I pretend to be a human
             through Linguini. I pretend you
             exist so I have someone to talk to!
             You only tell me stuff I already
             know! I know who I am! Why do I
             need you to tell me? Why do I need
             to pretend?

    Gusteau smiles with affection and relief.

                       GUSTEAU
             Ah, but you don’t, Remy --

    He floats to Remy, puts his hands squarely on the rat’s
    shoulders

                       GUSTEAU
             -- you never did.

    And with that, Gusteau FADES AWAY. A loud THUNK as
    something hits the street pavement outside.


139 INT. CATHEDRAL ACROSS FROM GUSTEAU’S - DUSK                      139

    A STONE GARGOYLE has just missed the trunk of Skinner’s car
    and SHATTERED on the pavement. DJANGO, clearly annoyed,
    calls to GIT the muscle bound lab rat, who’s perched on the
    one gargoyle-less balustrade above.

                       DJANGO
             No. My OTHER left!

    Git grunts, moves to the next gargoyle and PUSHES.


140 INT. INSIDE SKINNER’S CAR TRUNK                                  140

    Remy, alert and excited now, calls out.

                       REMY
             Dad?!!

    WHAM! --the top of the trunk suddenly CAVES IN from the
    second GARGOYLE’s impact. Light streams in as EMILE
    appears.
                                                           103.


                       REMY
             Emile!

    Django joins Emile as he grabs the cage latch from the
    outside. Straining with all their might, the three rats pop
    it open. Remy jumps out, gives Django and Emile quick hugs
    --

                       REMY
             I love you guys.

    -- then scrambles out the trunk and takes off toward
    GUSTEAU’S.

                       DJANGO
             Where you going??

                       REMY
                  (calling back)
             Back to the restaurant! They’ll
             fail without me!

                       DJANGO
             WHY DO YOU CARE??

                       REMY
             BECAUSE I’M A COOK!!


141 INT. INSIDE KITCHEN - GUSTEAU’S - SAME TIME                   141

    CHAOS. Tempers are flaring, orders are piling up and the
    kitchen is dissolving under Linguini’s leadership. Holding
    a pan filled with grey glop, Horst confronts Linguini.

                       HORST
             It’s your recipe! How can you not
             know your own recipe??

                       LINGUINI
             I didn’t write it down, it just
             came to me!

                       HORST
             Well make it come to you again,
             because we can’t serve this!!

                       MUSTAFA
             Where’s my order??

                       LINGUINI
             Can’t we serve them something
             else?? Something I didn’t invent??
                                                           104.


                       LA ROUSSE
             This is what they’re ordering!!

                       LINGUINI
             Make them order something else!!
             Tell them we’re all out!

                       POMPIDOU
             We can’t be all out, we just opened

                       LA ROUSSE
             I have another idea; what if we
             served them what they order??

                       COLETTE
             We will make it. Just tell us what
             you did!

                       LINGUINI
             I don’t know what I did!

                       HORST
             We need to tell the customers
             something!

                       LINGUINI
                  (hysteria building)
             Then tell them-- tell them-- AUGH!!

    Linguini runs into his office and slams the door closed.

                       LA ROUSSE
                  (to Lalo, beat)
             “Augh”?


142 EXT. OUTSIDE BACK KITCHEN ENTRANCE - GUSTEAU’S - SAME TIME    142

    Django and Emile rush to stop Remy as he heads toward the
    kitchen door --

                       DJANGO
             Remy!

                       EMILE
             They’ll see you! STOP!

    -- but Remy pushes them away long enough to get inside the
    doorway, exposing himself to two COOKS. The other rats
    HIDE.

                       COLETTE
                                                       105.


        He’s come far too fast! Could you
        do more with as little experience??

                  HORST
        We are not talking about me! We’re
        talking about what to do right n--!

Horst suddenly FREEZES, his gaze fixed on the back
entrance. There, smack dab in the middle of the doorway,
sits REMY, as brash as a tiny gunslinger entering a saloon.

                   COLETTE
        RAAAAT!!

Instantly the other COOKS seize dangerous utencils and
CHARGE at Remy. But REMY DOESN’T MOVE. Suddenly, a voice
SHOUTS --

                  LINGUINI
        DON’T TOUCH HIM!!

Miraculously, everyone STOPS, their weapons raised, their
gaze shifting to LINGUINI, who rushes in front of the
group.

                  LINGUINI
        I know this sounds insane. But
        well, the truth sounds insane
        sometimes, but that doesn’t mean
        it’s not. The truth.

The COOKS exchange confused glances.

                  LINGUINI
        And the truth is I have no talent
        at all. But this Rat, he’s the one
        behind these recipes. He’s the
        cook. The real cook. Little Chef?

The COOKS watch in amazement as Remy hops onto his lowered
palm. Linguini lifts Remy up to his head to demonstrate.

                  LINGUINI (CONT’D)
        He’s been hiding under my toque. He
        chooses the ingredients, the
        spices.

Linguini picks up some spices lifting them to Remy’s nose.
The other cooks react; this strange and familiar action of
Linguini’s is suddenly stranger than ever.

                   LINGUINI
                                                             106.


             -- he’s been controlling my
             actions.

    Remy gives Linguini’s hair a few tugs to demonstrate,
    Linguini’s limbs move correspondingly.

                       LINGUINI
             He’s the reason I can cook the food
             that’s exciting everyone, the
             reason Ego is outside that door.
             You’ve been giving me credit for
             his gift. I know it’s a hard thing
             to believe, but hey, you believed I
             could cook, right?

    Linguini laughs. The cooks stare. He looks at them,
    earnest.

                       LINGUINI
             Look. This works. It’s crazy, but
             it works. We can be the greatest
             restaurant in Paris. And this rat,
             this brilliant little Chef can lead
             us there. Whaddya say? You with me?

    For a moment no one moves. Then HORST, tears welling up in
    his eyes, crosses to a grateful, moved Linguini and hands
    him his apron and toque EXITING silently out the back door.

    Linguini watches stunned as, one by one, the rest of the
    STAFF exits with him, leaving only COLETTE.

    Colette locks eyes with Linguini, both anger and tears
    welling up. Her hand comes up to slap him but doesn’t.

    Her hand just trembles, and finally drops to her side. She
    pushes past Linguini and out the door.

    Linguini looks out at Dining room: Ego WAITS, drumming his
    fingers. Soon the customers will get restless. Linguini
    exchanges a sad look with Remy, shrinks into his office,
    closes the door behind him.


143 EXT. PARIS STREETS - MOVING WITH COLETTE - NIGHT                143

    COLETTE speeds her motorcycle recklessly through the
    streets, crying. A car horn BLASTS. She STARTLES, hits the
    brakes and skids TO A STOP, nearly running the red light.

    She exhales, her heart racing at the close call. She looks
    up. A familiar COOKBOOK beckons from the display window of
    a used book store: Gusteau’s “ANYONE CAN COOK”.
                                                         107.


Colette stares at it, feeling a pang of emotion.

CLOSE ON THE COOKBOOK.

CLOSE ON COLETTE. Behind her the traffic light TURNS green.

WIDE SHOT: The traffic on either side of her begins to go.
Colette sits atop her motorcycle motionless.

RESUME GUSTEAU’S KITCHEN

Alone in the empty kitchen, Remy faces the dining room
door, feeling Ego on the other side, waiting. Remy slowly
turns away then realizes that DJANGO is also there.

                  REMY
        Dad--!
             (he goes to Django)
        Dad, I-- I don’t know what to say.

                  DJANGO
        I was wrong about your friend. And
        about you.

                  REMY
        Dad, I don’t want you to think I’m
        choosing this over family. I can’t
        choose between two halves of
        myself.

                  DJANGO
        I’m not talking about cooking. I’m
        talking about guts. This really
        means that much to you?

Almost apologetically, Remy NODS. Django sighs, then lets
out a loud whistle. The RAT CLAN emerges from the shadows,
quickly surrounding them.

                  DJANGO
        We’re not cooks, but we are family.
        You tell us what to do and we’ll
        get it done.

A DOOR CREAK turns the rats attention to the back door
where-THE HEALTH INSPECTOR has just entered.

His eyes bug at the surreal sight: the KITCHEN IS FILLED
WITH RATS. Slowly, he backs toward the EXIT and BOLTS!

                  REMY
        STOP THAT HEALTH INSPECTOR!
                                                              108.


    Immediately DJANGO leads half the RAT CLAN after the
    inspector, yelling as he exits out the door.

                         DJANGO
               DELTA TEAM FOLLOW ME! THE REST OF
               YOU STAY AND HELP REMY!


144 EXT. ALLEY BEHIND GUSTEAU’S - INSIDE INSPECTOR’S CAR             144

    The inspector JAMS his keys into the ignition and turns.
    The ENGINE won’t turn over. He glances at the rear view
    mirror and sees: a ground-level STAMPEDE OF RATS moving out
    from the kitchen TOWARD HIM.

    The RATS engulf the car, covering it like a blanket. The
    ENGINE comes to life. Tires SQUEAL, smoking as the car
    roars from the alley in reverse and pulls a 180 into the
    street, the rats covering it like a grey moss.


145 INT. KITCHEN - SAME TIME                                         145

    The dishwasher opens with a WHOOSH of steam: DOZENS OF RATS
    EMERGE, their fur clean and fluffy. They disperse with Swat
    Team precision as Remy barks orders.

                         REMY
               TEAM THREE WILL BE HANDLING FISH,
               TEAM FOUR: ROASTED ITEMS, TEAM
               FIVE: GRILL, TEAM SIX: SAUCES! GET
               TO YOUR STATIONS! LET’S GO GO GO!

    LINGUINI

    Emerges from his office and is astonished by the sight.
    Remy and the rats see this is suddenly PAUSE. Linguini
    walks up to Remy, suddenly filled with purpose.

                         LINGUINI
               We need someone to wait tables.

    Remy NODS.

                                                           CUT TO:


146 INT. CHEFS OFFICE                                                146

    Linguini turns his backpack upside down. A pair of ROLLER
    BLADES hit his desk with a CLUNK.
                                                              109.


147 INT. DINING AREA                                                 147

    Linguini, wearing the blades and a WAITERS OUTFIT, explodes
    through the double doors and sweeps into the dining room,
    distributing MENUS to the diners with economical precision,
    followed miraculously by DRINKS, BREAD, WATER.

    He arrives at Skinner’s table to refill his water.

                       LINGUINI
             No, I’m sorry for any delay, but
             we’re a little short tonight.

    Skinner glances at EGO, who is scowling as he scribbles in
    a note pad. A big smile stretches across Skinner’s face.

                       SKINNER
             Please. Take all the time you need.


148 INT. KITCHEN                                                     148

    The kitchen is going like blazes; RATS are sauteing,
    spicing, grilling, cooking up a storm. Remy, nearly
    overwhelmed with the scale of production, is miraculously
    handling it.

    Stationed at the pass, EMILE wipes the sauce of the edges
    of the plates with a cloth, the last crucial bit of quality
    control. Tempted by the sauce, he tries to sneak a lick.

                       REMY (O.S.)
             EMILE!

                       EMILE
                  (stopping himself)
             Sorry!


149 INT. DINING AREA - SAME TIME                                     149

    Ego looks impatiently at his watch, scribbles in his
    notepad. Then his eyes fall to the soup. He pulls the bowl
    to him, dips a spoon in, TASTING IT. Not bad --


150 INT. KITCHEN                                                     150

    The RATS are functioning like a well-oiled machine; the
    perfectly prepared meals hit the pass as quickly as
    Linguini can grab them. The back door pushes open to
    REVEAL:
                                                             110.


    COLETTE staggered by the bizarre spectacle. Looking like
    she may vomit, she wheels back to the exit, when Linguini
    rushes in, throwing his arms around her.

                       LINGUINI
             Colette! You came back. Colette, I-
             -

                       COLETTE
             DON’T say a word. If I think about
             it I might change my mind. Just
             tell me what the rat wants to cook.

    MOMENTS LATER

    Remy flips through Gusteau’s recipe box, finds a certain
    card and pulls it, showing it to Colette. She frowns.

                       COLETTE
             Ratatouille? It’s a peasant dish.
             Are you sure you want to serve this
             to Ego?

    Remy NODS. Colette shrugs and starts to prepare the dish.

    A TIRE SCREECH is followed by a LOUD CRASH outside. COLETTE
    looks up as the back door bangs open: the HEALTH INSPECTOR,
    bound and gagged, floats across the floor on a cushion of
    RATS, who quickly dump him in the food safe.

    Colette shrugs, going with the strange night, and goes to
    add the first spice to the ratatouille, but is blocked by a
    WOODEN SPOON. She looks up: sees it’s held by Remy.

                       COLETTE
             What. I’m making the ratatouille --

    He looks at the her ingredients and makes a face.

                       COLETTE
             Well, how would you prepare it?

    Remy PAUSES, considering this.


151 INT. KITCHEN - DINING AREA                                      151

                                                        INTERCUT:

    (1) Remy REIMAGINING the ratatouille; re-inventing it step
    by step and demonstrating what he wants to Colette, who
    expertly follows through.
                                                           111.


    WITH (2) LINGUINI skating around the dining room, a ONE-MAN
    WAIT STAFF.

    MUSIC CRESCENDOS as LINGUINI delivers the meal to EGO’S
    TABLE. Linguini then serves the identical meal to Skinner,
    who’s appalled and amused to find that Ego has been served-
    -

                       SKINNER
             Ratatouille? They must be joking --

    He looks over at Ego, who seems equally unimpressed.

    ON EGO

    He pokes a fork into the vegetables, examines them for a
    moment, then brings the food to his lips.

    Linguini watches, withering.

    As Ego’s lips close around the ratatouille, the sound, the
    restaurant around him is WHISKED AWAY.

    FLASHBACK:


152 EXT. FRENCH COUNTRYSIDE - A LIFETIME AGO                      152

    We are inside a cozy cottage on a golden summer day. The
    front door is open, a newly crashed BICYCLE lays on the
    ground outside. Next to it stands a five year old ANTON EGO
    with a skinned knee, valiantly holding back tears.

    His young mother turns from her cooking, and gives him a
    sympathetic smile. Like all mothers, she knows what to do.

    MOMENTS LATER

    Young EGO, already feeling better, is at a table. His
    mother touches his cheek and sets a freshly made bowl of
    ratatouille before him, warm and inviting. The boy takes a
    spoonful into his mouth--

    --AND THE PRESENT RUSHES BACK--

    Ego is frozen. Astounded. His PEN slips from his hand. It
    CLATTERS to the floor, breaking the spell.

    Ego blinks. His eyes fall to his empty fork, which he holds
    suspended near his mouth. Slowly a long-lost feeling blooms
    inside him. He smiles. And has another forkful.
                                                              112.


    Skinner has seen this. He looks at his ratatouille and
    tastes it. He’s stunned; loving and hating it all at once--

                       SKINNER
                  (as he eats)
             No -- no, it can’t be --


153 INT. KITCHEN                                                     153

    Skinner BURSTS through the double doors.

                       SKINNER
             Who cooked the ratatouille?! I
             demand to know!

    A kitchen full of RATS all stop and LOOK UP AT HIM.

                                                          CUT TO:


154 INT. INSIDE FOOD SAFE                                            154

    Skinner, bound and gagged, is tossed roughly into the
    corner, where he lands next to the equally bound and gagged
    HEALTH INSPECTOR. They yell muffled protests as the door
    slams shut.


155 INT. DINING AREA                                                 155

    A long FINGER dabs the last smear of remaining sauce from
    the plate of ratatouille. We follow it to Ego’s smiling
    lips. He kisses the sauce off his finger tip and turns to
    Linguini.

                       EGO
             I can’t remember the last time I
             asked a waiter to give my
             compliments to the Chef. And now I
             find myself in the extraordinary
             position of having my waiter be the
             Chef.

                       LINGUINI
             I’m just your waiter tonight.

                       EGO
             Then who do I thank for the meal?

    Linguini stares for a moment, wondering how to respond.

                       LINGUINI
                                                           113.


             Excuse me a minute.

    Linguini skates to the kitchen doors, where Colette has
    been watching from a distance. Ego squints; Linguini and
    Colette are visible through the window panels in a heated
    discussion. Linguini returns to Ego’s table, this time with
    Colette.

                       EGO
             Ah, you must be the Ch--

                       COLETTE
                  (interrupts)
             If you wish to meet the Chef you
             will have to wait until all the
             other customers have gone.

    Taken aback by the unprecedented demand, Ego acquiesces.

                         EGO
             So be it.

    Colette and Linguini exchange a look.

                                                   DISSOLVE TO:

    LATER.

    The restaurant has cleared, save for Ego, who waits with
    grim patience. Linguini and Colette emerge from the kitchen
    and silently cross to Ego’s table, Linguini holding a toque
    upright on the flat of and outstretched hand.

    Ego stares, his curiosity piqued by this strange sight.
    Linguini takes a breath and lifts up the toque, revealing
    REMY sitting up on the palm of his hand.

                       REMY (V.O.)
             At first, Ego thinks it’s a joke,
             but as Linguini explains, Ego’s
             smile disappears.

    A SERIES OF SHOTS: Inside the rat-filled kitchen, Linguini
    and Remy demonstrate their unique working style to Ego,
    first together, then with Remy alone. Colette withers as
    Ego STARES at this in grim deadpan.

                       REMY (V.O.)
             He doesn’t react beyond asking an
             occasional question.


156 INT. DINING AREA                                              156
                                                           114.


    Linguini and Colette are now seated at a table opposite
    Ego. Remy sits on the table facing Ego, who occasionally
    glances down at him. Finally Ego gets up, and bows
    slightly.

                       REMY (V.O.)
             And when the story is done, Ego
             stands, thanks us for the meal--

                       EGO
             Thank you for the meal.

                       REMY (V.O., CONT’)
             -- and leaves without another word.


157 INT. EGO’S OFFICE - NIGHT                                     157

    In a SERIES OF SHOTS Ego is seen pacing, brooding, staring
    out one of the enormous picture windows flanking his
    portrait into the night, visibly unsettled.

                       REMY (V.O.)
             The following day his review
             appears --

                       EGO (V.O.)
             In many ways the work of a critic
             is easy. We risk very little, yet
             enjoy a position over those who
             offer up their work and their
             selves to our judgement. We thrive
             on negative criticism, which is fun
             to write and to read.

    -- until finally, he sits down at his desk and begins to
    write.

                       EGO (V.O.)
             But, the bitter truth we critics
             must face is that, in the grand
             scheme of things, the average piece
             of junk is probably more meaningful
             than our criticism designating it
             so. But there are times when a
             critic truly risks something and
             that is in the discovery and
             defense of the new.

    MONTAGE: AFTER CLOSING - NIGHT (TO DAWN)
                                                             115.


    Linguini and Colette emerge from Gusteau’s kitchen into the
    brisk night air, Remy with them, walking upright. No one
    knows what to think. Colette and Linguini HUG anyway.

                       EGO (V.O.)
             The world is often unkind to new
             talent, new creations. The new
             needs friends.

    In the alley behind the kitchen, the strange human/rat
    alliance amicably part ways and head to their respective
    homes above and below the streets of Paris. Only Remy stays
    behind, electing to take in the night and think.

                       EGO (V.O.)
             Last night I experienced something
             new, an extraordinary meal from an
             singularly unexpected source. To
             say that both the meal and its
             maker have challenged my
             preconceptions about fine cooking,
             is a gross understatement, they
             have rocked me to my core.

    EGO’S V.O. CONTINUES as we DISSOLVE between LINGUINI,
    COLETTE, EMILE and DJANGO, and see that no one, rat or
    human is able to sleep this night.

                       EGO (V.O., CONT’D)
             In the past I have made no secret
             of my disdain for Chef Gusteau’s
             famous motto: “Anyone Can Cook”.
             But I realize only now do I truly
             understand what he meant. Not
             everyone can become a great artist,
             but a great artist can come from
             anywhere.

    MONTAGE CONCLUDES with REMY staring at the Eiffel Tower as
    the sky creeps into dawn.

                       EGO (V.O.,CONT’D)
             It is difficult to imagine more
             humble origins than those of the
             genius now cooking at Gusteau’s,
             who is, in this critic’s opinion,
             nothing less than the finest Chef
             in France.


158 INT. KITCHEN - GUSTEAU’S - MORNING                              158

    V.O. CONTINUES as a Colette & Linguini read EGO’S REVIEW--
                                                              116.


                       EGO (V.O.,CONT’D)
             I will be returning to Gusteau’s
             soon, hungry for more.

    Colette and Linguini HUG. Gathered with them in Gusteau’s
    kitchen, Remy & the rat clan CHEER.

                       REMY (V.O.)
             It was a great night. The happiest
             of my life. But the only thing
             predictable about life is its--

    SHOT: A bored worker for the MINISTRY OF HEALTH pastes
    “CLOSED” notices over the front door of GUSTEAU’S.

                       REMY (V.O., CONT)
             -- unpredictability. We had to let
             Skinner and the health inspector
             loose, and of course they squealed.
             The food didn’t matter. Once it got
             out there were rats in the kitchen,
             the restaurant was closed and Ego
             lost his job and his credibility.

    But don’t feel too bad for him.


159 INT. A BISTRO - DAY - THE PRESENT                                159

    In a tiny, warmly lit room, a GROUP OF RATS (including
    DJANGO & EMILE) are seated around a basket, which has been
    overturned and covered with a napkin to function as a
    table, listening as REMY finishes his story.

                       REMY
             -- he’s doing very well as a small
             business investor. He seems very
             happy.

    Seated next to Remy, a teenage rat frowns, skeptical.

                       TEEN RAT
             How do you know?

    Remy smiles and points through the small window into the
    main dining room. There ANTON EGO, whose face now has color
    and a few new pounds, dines happily at a prime table.

    A small BELL rings. Remy glances down into the kitchen.
    Colette is looking up at him, tapping her wristwatch.

                       REMY
                  (to other rats)
                                                              117.


             Gotta go. Dinner rush.

    He takes off, jumping into a counter-weighted BASKET made
    especially for him. He’s quickly dropped into the kitchen.


160 INT. BISTRO KITCHEN - CONTINUOUS                                 160

    The BASKET with Remy drops to the counter and Remy hops
    off. Colette sets down a plate of Remy’s now-famous
    Ratatouille, leaving the finish to Remy.

                       COLETTE
             You know how he likes it.

    Remy nods and quickly, expertly finishes the presentation.
    WE FOLLOW LINGUINI, now the Maitre ‘d, as he takes the
    plate into the dining room and delivers it to Ego.

                       LINGUINI
             Can I interest you in a dessert
             this evening?

                       EGO
             Don’t you always?

                       LINGUINI
             Which one would you like?

    Ego grins, turns toward the window in the kitchen door
    where Remy is watching, and calls out--

                       EGO
             Surprise me!

    Remy signals Ego in the affirmative and goes off to create
    something delicious.

    CAMERA pulls away from this happy scene to reveal a BISTRO
    jammed with open-minded foodies; a hip, cultured mixture of
    bohemians of all ages, all there to enjoy good food and
    life.

    CAMERA CONTINUES out the window and we are --


161 EXT. OUTSIDE THE BISTRO - PARIS - DUSK                           161

    A long line of customers has formed outside, waiting to get
    in. An elegant METAL SIGN comes into view, featuring a rat
    wearing a CHEF’S TOQUE, along with the bistro’s name LA
    Ratatouille.
               118.


          FADE OUT:

THE END