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FLINT: (V.O.) Have you ever felt like you were a little bit different? Like you had something unique to offer the world, if you could just get people to see it? Then you know exactly how it felt... to be me.

TEACHER: Go ahead, Flint.

Young Flint steps to the front and addresses the class.

YOUNG FLINT: (NERVOUSLY) What is the number one problem facing our community today? Untied shoelaces.

The children, all with untied shoelaces, stare at him.

YOUNG FLINT: Which is why I’ve invented a laceless alternative foot covering, Spray-On Shoes.

He sprays the can on his feet. The other kids look impressed.

KIDS: Wow! / Whoa!

FLINT: Voila!

YOUNG BRENT: How’re you gonna get ‘em off, nerd?

The kids LAUGH as young Flint tugs and strains to take off the shoes, but they won’t come off.

YOUNG BRENT: (CONT’D) What a geek! He wants to be smart, but that’s lame!

On Flint, flailing, upset.

EXT. SWALLOW FALLS - STREET - LATER

Flint runs down the empty street, crying in the rain.

FLINT: (V.O.) I wanted to run away that day... but you can’t run away from your own feet.

INT. FLINT’S BEDROOM - CONTINUOUS

Flint, SNIFFLING, tries to BITE his shoes off, but it does nothing. Then he pulls out a SCREWDRIVER. It breaks in half. SCISSORS bend around his foot. A CINDER BLOCK cracks in half. These things are indestructible.

INTERCUT: INT. HALLWAY - CONTINUOUS

TIM, Flint’s gruff blue-collar dad, and FRAN, his warm mother, approach the door. Fran gestures for Tim to speak.

TIM: Uh... Not every sardine is meant to swim, son.

YOUNG FLINT: I don’t understand fishing metaphors!

Flint flops on the bed.

TIM: (O.S.) What did I say?

FRAN: (O.S.) Don’t worry.

Fran opens the door.

FRAN: (CONT’D) Honey, I think your shoes are wonderful.

She enters and sits on the bed as Flint hides his face in his pillow.

YOUNG FLINT: Everyone just thinks I’m a weirdo.

Fran gestures to Flint’s wall of posters of great inventors: Tesla, Farnsworth, Edison, etc.

FRAN: So? People probably thought that these guys were weirdos too! But that never stopped them. (THEN) I was saving this for your birthday, but, here...

With a sly smile she holds up an adult-size LAB COAT.

YOUNG FLINT: (GASPS) A professional-grade lab coat. Just like the real guys wear!

He puts it on. It’s way too big for him.

YOUNG FLINT: (CONT’D) It fits perfect.

FRAN: The world needs your originality, Flint. You just have to grow into it. And I know that you’re gonna do big things someday.

Flint gives her a smile and hugs her, inspired.

CUT TO: Flint draws a poster of himself in the lab coat with the words “BEST INVENTOR EVER.” He slaps it on the wall. Then he runs out of the house and up into his tree house lab where he starts on a new project.

FLINT: (V.O.) From that moment on, I was determined to invent something great.

VIDEO DIARIES: We see Flint and some of his many inventions through the years... CHYRON: REMOTE CONTROL TV

YOUNG FLINT: Remote Control Television!

He pushes a button. The TV gets up and walks over to Tim on the couch, who clicks it on...

Then the TV quickly KICKS down the door and runs away amid frightened pedestrians.

FLINT: (V.O.) Eventually.

CHYRON: HAIR UN-BALDER

TEEN FLINT: Hair unbalder!

Flint pours a hair tonic on Tim’s head. Hair POOFS out suddenly, completely covering his face like a wolfman. Tim and Flint SCREAM. CHYRON: FLYING CAR

FLINT: Flying car!

A car with rockets attached shoots off from the docks, but dives straight down into the water. CHYRON: MONKEY THOUGHT TRANSLATOR

FLINT: (CONT’D) Monkey Thought Translator.

In his father’s tackle shop, Flint shows off STEVE, a vervet monkey with a device strapped to his chest and head.

STEVE: Hungry! Hungry hungry hungry hungry!

FLINT: How wise-- No, Steve! No, no, no, no--

Steve goes on a rampage, knocking over shelves, scaring customers, and pulling a chunk of Tim’s moustache off. CHYRON: RAT-BIRDS

FLINT: (CONT’D) Rat-birds. (TO RATBIRDS) Hey, what’s going on, little guys--

RAT-BIRDS, half-rat, half-parrot, all-disturbing, escape from a cage and terrorize the townspeople, including EARL, the town cop.

We have a closeup of a world map.

FLINT: (V.O.) My dream was to help my home town, a tiny island hidden under the ‘A’ in Atlantic..called Swallow Falls.

Scenes of the dreadful Swallow Falls and its inhabitant’s diet.

FLINT: (V.O.) We were famous for sardines, until the day the Baby Brent Sardine Cannery closed for good, right after everyone in the world realized that sardines are super gross. Soon, all of us were stuck eating the sardines that no one else wanted. Poached, fried, boiled, dried, candied, and juiced. Life became gray and flavorless. But when all seemed lost, I stared at defeat... and found hope.

TITLE CARD: CLOUDY WITH A CHANCE OF MEATBALLS.

INT. FLINT’S LAB - DAY

We see a shadowy figure walking through an awesome, futuristic lab full of glowing lights and machinery. This is grown-up FLINT LOCKWOOD, still in his lab coat, still wearing those spray-on shoes. He stops to look at the posters of great inventors on a wall just like in his old bedroom 15 years ago.

FLINT: (V.O.) My name is Flint Lockwood, and I was about to invent a machine that turns water... into food.

He turns into the light, dramatically.

FLINT: (CONT’D) Steve, my best friend and trusted colleague!

Reveal STEVE, a VERVET MONKEY. His thought translator contraption says:

STEVE: Steve.

FLINT: Can I count on your help?

Steve holds up a sardine can, offering.

STEVE: Can.

FLINT: I knew I could!

This initiates an AWESOME BUILDING MONTAGE! Exciting MUSIC!

Flint pushes a button.

FLINT: (CONT’D) Button on.

He starts a reel to reel recorder.

FLINT (CONT’D) Memory activate.

He draws blueprints.

FLINT (CONT’D) Blueprints... awesome!

He creates a contained NUCLEAR EXPLOSION.

FLINT: (CONT’D) Begin nano-mutation.

He lowers a disco ball into a microwave.

FLINT: (CONT’D) Radiation matrix secure.

He uses a computer mouse.

FLINT: (CONT’D) Computer, boot!

He paints sci-fi lines on the machine.

FLINT: (CONT’D) Coolness enhancement, complete!

Flint does a Hadouken pose.

FLINT: (CONT’D) Engage coffee break.

EXCITING MUSIC STOPS. Flint and Steve SIP COFFEE on a break.

Long beat, then... MUSIC’S BACK! Flint plugs in two cords.

FLINT: (CONT’D) Networking power grid!

He then plugs many cords into many surge protectors and plugs - he has to take one out of Steve’s mouth - the last one into the finished machine, clearly made out of a colander, microwave, blender and other kitchen appliance parts. But it also looks kind of cool.

FLINT: (CONT’D) Beginning conversion of water into food.

Flint pours water into the top.

FLINT: (CONT’D) Hydrating protein matrix.

He flips switches and turns knobs on the machine.

FLINT: (CONT’D) Calibrating flavor panel.

He tightens a screw on the bottom of the machine.

FLINT: (CONT’D) Priming Chow Plopper.

He types into his computer.

FLINT (CONT’D): Uploading cool machine voice.

MACHINE: Cheeseburger.

He flips on a switch and

FLINT: Everyone is going to love this.

Flint waits hopefully as the Chow Plopper bulges bigger and bigger... A cheeseburger-shaped CLOUD forms slowly above a plate at the bottom, becoming more and more like a real cheeseburger. It’s at 60%... 70%... 80%... 90%... A HUGE SPARK shocks Flint!

FLINT: (CONT’D) WAHAHAOOO!

Almost instantly, a power surge goes up through the cables and out the lab. Power goes out.

INT. TIM’S LIVING ROOM - MORNING

Tim sits on the couch, reading the paper. All the appliances EXPLODE at once. Black.

Far view of the house and lab.

TIM (O.S.): FLIIIIIINT!!!

FLINT (O.S).): Sorry, Dad!

INT. FLINT’S LAB - CONTINUOUS

On his way out, Flint passes Steve, who bangs a pipe against a metal bucket.

FLINT: Steve, keep working.

HUMMING AN IMAGINARY SOUNDTRACK (the same as the full orchestra one playing in the previous scene), Flint runs up to a vault-like door and puts his hand up to a fake looking scanner.

FLINT: (CONT’D) Scanning hand.

Making his own sound effects, he presses a button and the door opens into a large empty hallway. Approaching the doorway at the other end, Flint inputs the code on his Simon.

FLINT: (CONT’D) (BEEPING NOISES)

After a few more of his own sound effects he opens the door to the elevator and heads down.

EXT. FLINT’S LAB - CONTINUOUS

FLINT makes ELEVATOR NOISES as he heads down the pneumatic tube elevator from the top of his lab to the ground. The tube goes under the ground and then pops up inside a Port-A-Potty. Flint exits and runs over to the house while still humming the imaginary soundtrack. Neighbor kids watch and laugh, including CAL, 8.

CAL: That’s a really weird dude.

INT. TIM’S HOUSE - CONTINUOUS

Flint enters through the back door.

FLINT: Reenergizing power unit. (SOUND EFFECTS)

Flint opens the FUSE BOX. Twiddles... Lights go ON. Tim is behind him, arms crossed. Flint turns and is surprised.

FLINT: (CONT’D) Yah! Jeez.

He backs into the fuse box and FALLS DOWN. He pops back up and starts to leave, nervously.

FLINT: (CONT’D) See you, dad.

EXT. TIM’S BACKYARD - CONTINUOUS

Flint goes back out towards his lab. Tim follows outside, where Steve bangs on stuff.

TIM Flint, um... er... don’t you think it’s time to give up this inventing thing and get a real job?

Fint stops.

FLINT: No, why?

TIM: Well, all your technology stuff, it just ends in disaster.

FLINT: The ratbirds, yes, they escaped and bred at a surprising rate, but I took care of that problem and disposed of them.

Behind Flint, three RAT-BIRDS descend, pick up a neighbor kid, and fly away with him, SCREAMING.

CAL: Billy, just play dead!

TIM: Flint, you don’t keep throwing your net where there aren’t any fish.

FLINT: What?

TIM: I want you to work full time at the tackle shop.

FLINT: The tackle shop?! Aww, Dad, no!

TIM: Tackle is a good career.

As Flint pleads with his dad, Steve climbs up on Tim’s shoulder and reaches for his moustache. Tim’s uncomfortable.

FLINT: Please, I’m so close with this one. I just have to hook it up to the power station and give it more power and it’ll work, and then you can sell food in the shop, and then everyone won’t have to eat sardines anymore. It is going to be so awesome.

Tim removes Steve and DROPS him. Time to lay down the law.

TIM: I’m sorry, son.

STEVE: Ouch.

TIM: No more inventing.

Tim turns to go inside.

FLINT: Dad. I know I can do this. (THEN) And Mom did too.

Tim freezes but doesn’t turn. Flint looks at him guiltily. He knows he crossed the line.

FLINT: (V.O.) It had been almost ten years since mom died, and Dad still didn’t understand me like she did.

Flint tries to take back what he said.

FLINT: (CONT’D) Dad, I--

TIM: Come on, let’s open the shop.

And he walks off.

EXT. TACKLE SHOP - DAY

Tim excitedly unveils an “AND SON's” sign added to “TIM’S SARDINE BAIT & TACKLE”.

TIM: Tim and Son Sardine Bait and Tackle. You feelin’ it?

FLINT: (TRYING) Mmm-hmm.

Tim walks in, happy, as he enters the store and Flint MOPES and he follows him inside.

EXT. SWALLOW FALLS - DAY

TV COMMERCIAL:

A cartoon baby tips over a wagon of sardines.

KID VOICES (V.O.) Look out, Baby Brent!

BABY BRENT Uh-oh!

TV ANNOUNCER #1: (V.O.) Baby Brent Sardines.

TV ANNOUNCER #2: (V.O.) Hand-packed in Swallow Fall--

The crude animation of the commercial freezes and the diminutive MAYOR walks in front of the obvious blue screen frozen image.

MAYOR: As your mayor, I know it's time to put our sardine canning past behind us. And look to the future: Sardine Tourism!

A cheesy graphic: “TOURISM!” over four different crappy shots of town.

MAYOR: (CONT’D) That’s why without consulting anyone, I spent the entire town budget on the thing that is under this tarp. Which I will be unveiling today at nooon! Featuring a live appearance by Baby Brent himself--!

Another cheesy graphic spins at camera: “NOON!”

INT. TACKLESHOP - DAY

Reveal we are watching the Mayor’s commercial on a TV in the shop as Flint stacks Baby Brent Sardine cans listlessly. He is not wearing his labcoat. There are a couple old-timers (JOE TOWN and RUFUS) in the shop eating sardines, also watching the TV. Flint sighs. “BABY” BRENT enters. Flint’s longtime bully, and the town’s only celebrity, Brent has let himself go. He’s overweight, lazy, and wears a baby blue track suit with “BB” embroidered on it. He has a lady on each arm.

BRENT: What is up, everybody?

JOE TOWNE & RUFUS: Hey, it’s Baby Brent!

BRENT: (TO FLINT) Whatcha doin’? Stacking cans with me on ‘em as a baby? Uh oh!

He does the Baby Brent pose, knocking over some of the cans Flint just stacked. The old timers love it, LAUGHING.

FLINT: (ANNOYED) Hi Baby Brent.

BRENT: (LAUGHS) Anyways, who wants to watch me cut the ribbon at the Mayor’s unveiling thing? I’ll be using these bad boys to help save the town.

He shows off a pair of huge golden scissors. Flint saddens slightly at his reflection. Joe Towne and Rufus OOH.

BRENT: (CONT’D) Boy-yo! (AS HE EXITS) Alright you guys! Sardines! Yeah! Swallow Falls Forever!

JOE TOWNE: Oh, what a rascal.

Flint frowns as he watches Brent and his posse exit past the window. Tim approaches Flint from the back room as the Old-Timers leave.

TIM: Listen, you, uh... Maybe you wanna go to that unveiling?

Flint thinks for a beat. Then:

FLINT: (CASUAL) You know, Dad, why don’t you go ahead. I’ll hold down the fort here.

TIM: (PLEASANTLY SURPRISED) Really? You sure you can handle it?

FLINT: Yeah, Dad, I’m pretty sure I’ll be fine.

TIM: Huh. Alright, then. I’ll be back in half an hour, skipper.

FLINT: Okay, byeeee.

Tim leaves. Flint looks around sneakily then runs away HUMMING HIS SOUNDTRACK again. He grabs his lab coat on the way out.

EXT. SARDINE CIRCLE - MOMENTS LATER

Backstage, the Mayor grabs the chain link fence, tense. Brent sits behind him, eating sardines out of a tin.

MAYOR: This hellhole’s too small for me, Brent. I want to be big. I want people to look at me and say, “That is one big mayor.” And that’s why this has to work. It has to work! Otherwise, I’m just a tiny mayor of a tiny town full of tiny sardine-sucking knucklescrapers.

Brent’s knuckles are scraping the ground, mouth full of fish.

BRENT: But not me, right?

MAYOR: Oh, not you, Brent, no. You’ve always been like a son to me.

The Mayor rolls his eyes, straightening his tie.

ON STAGE: The Mayor bounds on stage and up to the microphone.

MAYOR: (CONT’D) (POSITIVE) Hey, hey everybody!

REVEAL there are less than 30 20 people there.

MAYOR: (CONT’D) Under this tarp is the greatest tourist attraction ever built by humans!

REVEAL Flint and Steve tiptoeing towards the power station, carrying his machine.

FLINT: It just needs seventeen thousand more gigajoules. Go, go, go, go, go, go, go!

Flint makes a break for it but is STOPPED immediately by EARL, the local overzealous cop who plays by the rules. He hides the machine behind his back.

EARL: What are you doing, Flint Lockwood?

FLINT: Just holding my hands behind my back respectfully, sir.

EARL: You know what you are, Flint Lockwood?

FLINT: No.

EARL: A shenaniganizer! A tomfool! You see my beautiful angel son, Cal?

Cal is there. And he brought his attitude.

CAL: ‘Sup.

EARL: I love him so much. This is my only son. I want him to have a bright future. A future in which you don’t ruin our town’s day with one of your crazy science doodleybopper thingies.

FLINT: Well, you know, that’s all behind me--

EARL: You see this contact lens, Flint Lockwood?

He holds a contact lens.

FLINT: Mm-hmm.

EARL: This contact lens represent you.

FLINT: Alright.

EARL: And my eye represents my eye.

FLINT: Okay. He very deliberately puts the contact on his eye.

EARL: I got my eye... on... you.

FLINT: Oh, my gosh, a jaywalker.

EARL: Hey!

Earl RUNS down the street and tackles the jaywalker. OOF!

ON THE MAYOR

MAYOR: And I’ve arranged for live coverage from a major network and their most experienced professional reporter!

EXT. NEW YORK CITY

CHYRON: Yesterday

PRODUCTION COORDINATOR: (V.O.) Oh, just send the intern.

INT. WEATHER NEWS NETWORK SET - YESTERDAY

A cute young intern, SAM SPARKS, delivers coffee to the crew members on set. The PRODUCER and PRODUCTION COORDINATOR stand in the foreground.

PRODUCTION COORDINATOR: She’s cute and she’s super perky.

WNN PRODUCER: Well, those are the only things we look for in a TV weather person. Intern! How would you like to do a weather report from a rinky-dink island in the middle of the ocean as a favor to my cousin?

Sam, excited, drops her tray of coffees on the ground.

SAM: Really?!

EXT. NEW YORK - DAY

Sam drives the weathervan, with her silent but adept cameraman MANNY in the passenger seat.

SAM: Can you believe it, Manny? Temporary professional meteorologist. Woo!

Manny holds the wheel as she gestures.

EXT. OCEAN - DAY

Sam and Manny are sitting in their van as it travels on a ferry across the ocean.

SAM: Okay, Manny what about this? (PRACTICING) Welcome, America, I’m Sam Sparks. Hello, America, Sam Sparks here. America, hi, I didn’t see you there. It’s me, Sam Sparks. (THEN, EXCITED) On my way! Across the ocean!

EXT. SARDINE CIRCLE - TODAY

AT THE POWER STATION, Flint creeps past DANGER! ELECTRICITY! signs. The Mayor DRONES ON in the background.

MAYOR: (O.S.) Now, when she gets here, I want to see a lot of smiling faces...

Flint looks up at the huge, scary electrical tower.

FLINT This is a great idea.

EXT. SARDINE CIRCLE - MOMENTS LATER

ON TV: The WNN logo.

WNN PRODUCER: (V.O.) Weather news network. Weather news happens... or not.

The well-coiffed WNN ANCHOR speaks to camera. INSET is Sam, in front of the growing crowd at Swallow Falls’ town center.

WNN ANCHOR: Now we’re over to Swallow Falls where our intern is on her first day on the job. Or should I say first gray on the job, looks pretty cloudy there, intern?

SAM: (WHISPERING UNDER ANCHOR) Hello, America, I’m Sam Sparks. Hello, America, I’m Sam Sparks. Beat.

Sam is extremely nervous.

SAM: Hello, Sam Sparks, I’m America. It’s Swallow Falls degrees... and, uh, let’s just go to the mayor.

She gestures to the mayor, who addresses the excited crowd.

MAYOR: Thank you and welcome national television audience!

AT THE POWER STATION, we sees QUICK CUTS of Flint connecting lots of jumper cables together on the electrical tower. We PAN UP to the top of the electrical tower over scary zapping coils to find Flint at the very top STRUGGLING to connect one last cable -- and he’s ELECTROCUTED and falls to the ground.

FLINT: YAHHH!!!

ON THE MAYOR.

MAYOR: And now, here to cut the ceremonial ribbon, Swallow Falls’ favorite son, Baby Brent!

Brent walks on stage from behind a curtain and RIPS OFF his tracksuit, revealing a DIAPER.

MAYOR: (CONT’D) He’s still got it, folks!

BRENT: Yeah! Hahaha! I’m the best person in the whole town!

The crowd APPLAUDS. He makes his SIGNATURE POSE, knocking over a wagon of sardines, and the crowd goes nuts.

BRENT: (CONT’D) Uh-oh!

BACK AT THE POWER STATION, we see run back to his machine. He raises the jumper cables high, about to attach them...

FLINT: Food synthesis go!

ON EARL in the crowd with his WIFE and son CAL. Suddenly he jolts to attention. He looks down.

EARL: My chest hairs are tingling. Something’s wrong.

Earl acrobatically flips away toward the power station.

ON THE MAYOR.

MAYOR: So here it is, the attraction the whole world has been waiting for-- Sardine Land!

Brent cuts the ribbon with the giant scissors and the tarp falls, revealing a tiny Sea World-like THEME PARK. Applause.

ON THE ATTRACTIONS as each tarp falls.

MAYOR: (CONT’D) With rides! And exhibits! And featuring Shamo, the world’s largest sardine, and his flaming hoop of glory!

Above a few stands and rides,SHAMO, while large for a sardine, is still dwarfed by his COLOSSAL FISH BOWL, with a ring of fire to jump through. Shamo does not look excited about the ring of fire.

MAYOR: (CONT’D) Those of you in the Splash Zone, look out!

ON JOE TOWNE in the front row of the bleachers, where ONE SEAT is marked “SPLASH ZONE.”

JOE TOWNE: Yeah!

ON EARL, doing OVERZEALOUS ACTION COP POSES. He sees Flint and GASPS.

ON FLINT, who finally connects the cables to the machine.

MACHINE: Cheeseburger.

It starts to power up and Flint looks excited.

EARL: Flint Lockwood!

Flint turns and sees Earl running.

FLINT: Uh, just a second! I’m in the middle of a yaaaaah!

A SPARK sends the machine SHOOTING off horizontally like a missile, with Flint dragged behind it, hanging on to jumper cables for dear life.

FLINT: (CONT’D) Yeeeeeeeeeeeaaaaghgh!

ON MANNY AND SAM, broadcasting, unaware of the danger.

SAM: (ON TV) Well, looks like things in Swallow Falls are sardine to get better. For--

WHAM! The machine knocks Manny’s camera into Sam, Flint flies over. The lens smooshes right up against her face. She looks ridiculous.

SAM: (CONT’D) <*SMOOSHED FACE NOISES*>

INT. WNN STUDIO - CONTINUOUS

The Anchor looks at Sam’s smooshed face in shock.

WNN ANCHOR: Aah!

EXT. SARDINE CIRCLE - DAY

Flint looks back as the machine rockets him away from Sam.

FLINT: Aah, sorry!

The machine (and Flint) whips into Sardine Land, knocks around out Shamo’s fish bowl scaffolding, and ricochets back. And time SLOWS DOWN as the machine and Flint pass by Tim. Tim SCOWLS. Oops. Flint STRUGGLES to stop the machine by planting his feet, waterskiing on his spray-on shoes, tearing up the sidewalk, and is finally stopped by a STOP sign. The machine breaks away from the jumper cables and shoots up, disappearing into the sky. Flint looks up at the machine he lost...

FLINT: (CONT’D) No...

OOF! And he’s tackled by Earl.

EARL: You’re under arrest, Flint Lockwood. Thank goodness you only caused minimal damage to Sardine Land.

But behind them, there’s a noise. They both look at Shamo’s bowl scaffolding... KRAAAAAAK! The scaffolding gives way, the bowl topples over and SPLASHES its water everywhere but the Splash Zone.

JOE TOWNE: Oh, come on!

The bowl starts to roll around the town like a giant wheel of destruction.

ON THE SARDINE MUSEUM, which is SMASHED by the bowl.

ON THE VIRTUAL SARDINE EXPERIENCE. People lie down in it like sardines as the lid is rolled up over them. The bowl SMASHES into it.

ON THE MAYOR, as the bowl smashes into the stage and sends him FLYING.

MAYOR: Aaaaggh!

ON SHAMO, screaming inside the bowl.

ON THE CROWD, fleeing.

ON BRENT, running with the giant ceremonial scissors.

BRENT: I really shouldn’t be running with these!

Flint and Steve RUN as the bowl bears down on them, but they aren’t fast enough and give up -- only to be saved when the lip of the bowl rolls over them, leaving them unharmed.

BRENT: (CONT’D) Run, run, run, jump, jump, run, run, jump!

ON THE BOWL, as it continues on its path of destruction through Sardine Circle and people run SCREAMING. THE BOWL bounces through a parking lot, exploding a car which propels the bowl up in the air and throws Shamo through the flaming hoop and towards the ocean and freedom....

SHAMO: (GURGLY) Yippee!

Then he’s immediately SNATCHED UP by a flying ratbird. The bowl falls back to the ground, landing upside-down on top of Flint and Steve, trapping them inside.

THROUGH THE GLASS BOWL, Flint sees all the destruction he caused.

FLINT: (DEFEATED) Ay papi.

Everyone glares at Flint. The Mayor. Brent. Cal and Earl. All incredibly angry. And then there’s a disappointed Tim. Flint looks at his dad, full of regret. Everyone turns their back on Flint, last of all, Tim. Flint hits his head against the glass in despair. Then... CRAAAACK! It sends a crack up to the top of the bowl and the whole thing shatters. Everyone turns and GASPS. Flint and Steve stare at the crowd, then quickly run away.

EXT. DOCKS - DAY

We find Flint, with Steve, hanging on the ladder at the end of the docks, hiding underneath. He SIGHS. They both hear footsteps, and try to stay out of sight... It’s a gloomy looking Sam, who walks to the end of the dock and SIGHS. She tosses her microphone ANGRILY into the water. Then she PLOPS down, and her heels hit Flint in the eyes.

FLINT: AAAAAAAAAAH

SAM: Oh my gosh! I am so sorry. Are you okay? I didn’t get a chance to--

FLINT: It’s okay. It’s just pain.

SAM: Sorry, I am not myself today. My whole career was ruined by some crazy jerk riding a homemade rocket.

Flint looks away suspiciously.

SAM: (CONT’D) Wait a minute. (THEN) What is going on with your feet?

FLINT: Spray-on shoes. They, uh, don’t come off.

She grabs his foot and yanks it toward her until he’s hanging upside down.

SAM: Cool! This could solve the untied shoes epidemic. What are they made of, some kind of elastic biopolymer adhesive?

Music plays as Flint gets all dreamy.

FLINT: (SMITTEN) Yeah, exactly...

SAM: (SUDDENLY NERVOUS) I mean... (GIGGLES) Wow, they’re shiny. (THEN) I’m Sam.

She lets go of his foot and his head slams into the ladder again, causing him to YELP.

FLINT: (IN LOVE) Flint.

STEVE: Steve!

SAM: (EXCITED AGAIN) Is that a monkey thought translator?!

STEVE: Steve.

SAM: Ha! Incredible!

Flint is just staring at her enchanted, .We can barely make out Sam putting it all together.

SAM: (CONT’D) Did you make all of this stuff? (THEN, REALIZING) You hit me with the rocket!

FLINT: You kicked me in the face!

SAM: I said I was sorry!...

SPLAT. Some yellow goop lands on the ladder. Steve licks it. Flint SNIFFS it and is about to taste when ZING! A PICKLE SLICE lands in the water. Sam notices none of this.

SAM (CONT’D) Oh! Do you know how hard it is to break into the weather game? I spent my entire life building up to that moment. You get one shot at the show...

ZING! Behind Flint, something lands in a garbage can on the docks, causing it to rattle. Flint gets up and walks to it.

SAM: (CONT’D) (REALIZING SOMETHING’S AMISS) ...And if you don’t make it, it’s back to cleaning the barometers...

Flint looks into the garbage can. There’s a SLICE OF CHEESE inside. He reaches for it.

FLINT: Cheese?

Suddenly a ratbird appears from the shadows of the can, startling Flint. It snatches the cheese and flies away.

FLINT: (CONT’D) Aaaah!

Flint starts to piece it together.

FLINT: (CONT’D) But that could only mean...

ROLLING THUNDER causes Flint to turn and look up at the sky. Sam turns and reacts in the same way. Steve does the same. All over town, people turn to the sky and react. Rufus takes off his hat, a woman takes off her glasses, Joe Towne takes off his beard.

Back on the dock: We finally reveal beautiful burger-shaped clouds dropping perfectly-prepared cheeseburgers into the ocean and along the dock. It’s RAINING CHEESEBURGERS!!!!

STEVE: Excited! Excited!

Flint stares to the heavens and LAUGHS as beautiful burgers float down all around them. A burger lands in his hand. He takes a delicious bite.

FLINT: My machine works... It really wooooooorks!

Sam overhears and approaches.

SAM: Your machine? Is that what that rocket was?

FLINT: (MOUTH FULL) Uh... Do you like it?

Sam also catches a burger and tucks in.

SAM: (MOUTH FULL) I love it! (LAUGHS) This is just amazing! Look at this. This is the greatest weather phenomenon in history!

Flint is happy. Then, he realizes:

FLINT: (MOUTH FULL) Hey, aren’t you a weather girl?

Sam’s jaw drops, and so does she her cheeseburger

EXT. SWALLOW FALLS - SAME TIME

Sweeping shot over the town as burgers rain down.

SAM: (O.S.) Manny, get your camera!

People slowly come out of hiding and start to enjoy the delicious burgers. All except -- Tim, who stands inside the doorway of his shop and just stares at the sky in disbelief. Back in town, people CHEER!

INT. WNN NEWS DESK - MOMENTS LATER

The WNN Anchor touches his earpiece, getting a message from his producer.

WNN ANCHOR: This just in, our humiliated weather intern is apparently back for more.

EXT. SARDINE CIRCLE - CONTINUOUS

IN CAMERA: Burgers rain behind an excited Sam.

SAM: Thanks, Patrick. Okay, everybody. You are not gonna believe this one, but I am standing in the middle of a burger rain. You may have seen a meteor shower, but you’ve never seen a shower meatier than this.

On Flint, surveying the scene, as Sam continues behind him. The town is going crazy with the burgers.

SAM: (CONT’D) For a town stuck eating sardines, this is totally manna from heaven.

JOE TOWNE: This tastes significantly better than sardines!

Cal shoves one into his mouth and ENJOYS IT. We see the mayor steal burgers from people as he walks.

MAYOR: This is gonna be big!

The mayor shoves three burgers into his mouth. A crowd gathers to watch Sam’s report as they eat.

SAM: (ON TV) This food-weather was created intentionally by meekish backyard tinkerer, Flint Lockwood.

Earl and everyone around him STOPS.

EARL: Flint Lockwood?!

Everyone turns and looks at Flint.

FLINT: Hi.

Earl jumps over to Flint and tackles him again. OOF! The burgers STOP RAINING.

EARL: You’re under arrest for ruining Sardine Land.

But before he can cuff him... Sam runs up.

SAM: Flint, those burgers were awesome! The producer called and he was all like (DEEP VOICE) “Everybody loves that food weather.”

The Mayor approaches, excited.

MAYOR: Food weather.

EARL: What?

MAYOR: This could be even bigger than Sardine Land.

SAM: Can you make it rain food again? Please?

EARL: No--

FLINT: Well, I don’t really know if I--

Cal runs up.

CAL: You’re gonna do it again?

EARL: Oh, you gotta be kidding!

SAM: Please please please please please...

Flint looks at her. God, she’s adorable. His view is stuffed by onlookers.

FLINT: Yes!

SMASH CUT TO: INT. TIM’S LIVING ROOM - MOMENTS LATER

Tim blocks the way to the port-a-potty.

TIM No.

FLINT: Dad, just give me one more chance.

TIM: We both know this was an accident.

FLINT: I know, but--

TIM: Cheeseburgers from the sky, that’s not natural.

FLINT: My invention could save the whole town. You would be so proud of me, Dad. Plus, (WHISPERS) there’s a girl here.

TIM: (SIGHS) Can you look me in the eye and tell me you’ve got this under control, and it’s not gonna end up in a disaster?

Tim raises his unibrow so that his eyes are visible.

FLINT: (LOOKING AWAY) Yes?

Not good enough. Flint strains to look him in the eye, but his eyeballs wander and twitch. Finally he gets his eyes on his dad.

FLINT: (CONT’D) (SUPER-FAST) I’vegotthisundeecontrolandit'snotgoingtoendupindisaster. (WHEW)

Flint tries to catch his breath. Unibrow back down.

TIM: Alright.

FLINT: Thanks, Dad!

TIM: Oh, sure.

Flint calls over to Sam.

FLINT: Okay. So, Sam. (OPENS THE PORT-APOTTY DOOR) This is where the magic happens.

Sam and Manny exchange a look.

INT. ELEVATOR - DAY

Sam, Flint, Steve, and Manny are inside, crammed together. Last, Steve licks Sam’s microphone.

STEVE: Lick, lick, lick, lick, lick, lick.

This happens for a while.

INT. FLINT'S LAB - MOMENTS LATER

The curtain opens and they step into the MAIN CHAMBER. Sam is a little weirded out.

LAB VOICE: Welcome, Flint.

SAM: Wow. You seriously spend a lot of time alone.

FLINT: What?

Flint shows Sam a diagram of the machine.

FLINT: So here’s how it works: Water goes in the top. and food comes out the bottom.

SAM: So when you shot it up into the stratosphere, you figured it would induce a molecular phase change in the vapor from the cumulonimbus layer?

FLINT: That’s actually a really smart observation.

SAM: (SUDDENLY NERVOUS) I mean, the clouds probably have water in them, which I guess is why you shot it up there in the first place.

FLINT: (SUDDENLY NERVOUS) Right, right. That’s why I did that...on purpose.

SAM: Right, yeah.

FLINT: Right.

Both LAUGH AWKWARDLY and Flint backs out of frame. Flint points to a diagram of water molecules forming into hexagons from radiation waves.

FLINT: The machine uses a principal of hydro-genetic mutation. Water molecules are bombarded with microwave radiation, which mutates their genetic recipe into any kind of food you want.

SAM: So, pizza?

FLINT: Yes.

SAM: Mashed potatoes?

FLINT: Yes.

SAM: Peas?

FLINT: Yes, that’s also a food.

SAM: Steak?

FLINT: Yes.

SAM: Apples?

FLINT: Mmm-hmm

SAM: Applesauce?

FLINT: Yes.

SAM: Can it do a B.L.T.?! .

FLINT: (KINDLY) I’m pretty sure I said any kind of food.

SAM:: Chicken wings?!

FLINT: Okay, well, just think about what you’re saying and if it’s a food, then yes it can.

SAM:: Baloney?

FLINT: Baloney! That is a food.

Sam gets a dreamy look in her eyes.

SAM: Ooh... How about Jell-O?

FLINT: (FLIRTS BADLY) Do you like Jell-O?

SAM: I love Jell-O.

FLINT: [excited] I love Jell-O too! And peanut butter, right?

SAM: Oh, no, no. I am severely allergic to peanuts.

FLINT: (LYING) Yeah, me too!

SAM: So what’s it called?

FLINT: Peanut allergy.

SAM: No, the machine.

FLINT: Of course. It’s called the Flint Lockwood Diatonic Super Mutating Dynamic Food Replicator. Or, for short: (DRAMATIC TURN) the FLDSMDFR.

SAM: Fldsmdndffursur?

FLINT: (DRAMATIC TURN) FLDSMDFR.

SAM: Fldsmdndffursur?

FLINT: (POINTING AT THE LETTERS) FLD. SM. DFR.

SAM: Oh. (THEN) Manny, make sure you get this, he’s going to make the food now.

FLINT: Uh, now? (CAUGHT) Well, the thing is, I can’t... (GETS IDEA) wait to show you this hilarious internet video!

Flint clicks his mouse and distracts Sam with a YouTube video -- A CUTE CAT DJ playing “Fight the Power.”

SAM: What? What is this...? (LAUGHING) It’s so cute...

As Sam watches, laughing, Flint - rigs a remote control system using a SATELLITE DISH and a bunch of wires.

FLINT: (WHISPERING) Pushing. Folding. Connecting. Taping. Turning. Painting. Switching. Staring. Motivating. Placing button.

He sets up a RED “SEND” BUTTON, and re-boots the computer. Sam’s still laughing.

SAM: I can’t believe I’ve been watching this for three hours!

FLINT: I know! (Laughs)

Flint types at his computer. Sam comes over, still laughing. Flint finishes his typing and the central screen now reads “ENTER FOOD CODE:”

FLINT: (SOTTO) It’s working. (THEN) What do you guys want for breakfast?

Steve pops into frame.

STEVE: Gummi Bears.

FLINT: Whoa, Steve, no! We both know how you get around Gummi Bears.

Sam began to think.

SAM: How about... eggs?

FLINT: And toast?

SAM: Orange juice.

FLINT & SAM: And bacon!

Flint very subtly leans in and closes his eyes, thinking he might get a kiss.

SAM: [confused] What are you doing?

FLINT: Nothing. (THEN) To the computer!

Flint types the food code into the computer.

SAM: So, you’re sure this is safe?

FLINT: Don’t worry. I have a Dangeometer that lets us know if the food is going to over-mutate.

REVEAL a “DANGEOMETER” GAUGE with a needle safely in the green. Pay no attention to the yellow or red. That won’t come back later.

SAM: Ooh, what happens if the food overmutates?

FLINT: I dunno, but that’ll never happen. All right. This probably won’t explode.

SAM: What?

Flint pushes the RED SEND BUTTON. WE TRAVEL past the button to the Dangeometer, along wires to the satellite dish which sends the signal up into the--

EXT. STRATOSPHERE - CONTINUOUS

Where the machine floats peacefully. An 8-bit graphic of an bacon strip pops onto the VIEW SCREEN.

MACHINE VOICE: Bacon.

We ZOOM inside the machine to see the water molecules re-forming into little molecular bacon strips.

INT. WEATHERMAP - DAY

Sam stands in front of a map with food-weather symbols.

SAM: (ON TV) Well, those cheeseburgers were only the beginning, because a breakfast system is on its way to Swallow Falls. My forecast: sunny... side up.

MONTAGE MUSIC CUE: SUNSHINE, LOLLIPOPS by Lesley Gore.

EXT. SWALLOW FALLS - DAY

CLOUD’S EYE VIEW of Breakfast raining on Swallow Falls.

QUICK CUTS: Joe Towne leaves the tackle shop to catch SUNNY SIDE UP EGGS. A woman catches PANCAKES on a plate while she drives to work. . A little girl tilts orange juice caught in an upside-down umbrella into the mouth of a gurgling little boy. The Mayor rips open a storm drain on the side of a building and bacon pours into his mouth. Ratbirds snack on breakfast foods on a powerline. Flint watches happy breakfast eaters. The mayor walks up, covered in bacon.

MAYOR: Flint, my boy, can you do lunch?

EXT. CITY HALL - LUNCHTIME

It’s now raining sandwiches. The Mayor is eating and pacing. Brent holds up flashcards to illustrate the Mayor’s points, kind of like Bob Dylan, but not really.

MAYOR: Alright, here’s the skinny. You keep making it rain the snackadoos, weather girl provides free advertising, I have taken out a very high interest loan to convert this po-dunk town into a tourist foodtopia. All you have to do is make it rain food three meals a day, every day, for the forseeable future, and in thirty days, we hold a grand reopening of the island as a must-see cruise destination, and everyone everywhere is going to love your invention.

He has a flashcard of people throwing up a stick-figure Flint who has a big smile and hearts all around him.

FLINT: You think so?

The Mayor takes this opportunity to eat the sandwich out of Flint’s hands.

MAYOR: (MOUTH FULL) I know so.

INT. FLINT’S LAB - DAY

Flint types the menu into his computer and SLAPS the button.

EXT. SWALLOW FALLS - VARIOUS

Now it’s raining checking legs. A woman catches a turkey leg on her way to work.

SAM: Now that’s what I call poultry in motion.

QUICK SHOTS The Mayor munches on a ham hock as he points offscreen. The “FALLS” in the “SWALLOW FALLS” sign on the cannery is detonated and replaced with “CHEWAND” so that it now reads “CHEWANDSWALLOW.” The buildings get facelifts: “Gas Station” becomes “Anti-Gas Tablets.” Stores become “Nothing but Floss”, “Bibs,” Apple but with a Chicken leg as its symbol and the “International House of Cumin"

EXT. SWALLOW FALLS - DAY

In JUMP CUTS, to camera:

KID #1: Mr. Lockwood, may I please have waffles?

WOMAN #1: Falafels.

KID #2: Jelly beans.

RUFUS: Avocado!

Flint writes down their requests.

FLINT: Coming right up!

INT. - FLINT’S LAB

Flint types on the food at hyper speed. He presses the signal button, and the dial on the Dangeometer moves up

EXT. SWALLOW FALLS - DAY

Sam reports in front of piles of food on the ground.

SAM: Leftovers? Not a problem with Flint Lockwood’s latest invention, the Outtasighter. So named because it catapults uneaten food out of sight, and therefore, out of mind.

Flint and Steve are inside a fantastical contraption. Its huge fork and spoon arms SCRAPE leftovers onto the giant plate, which drops it into the bowl in the back. He pulls the lever and the bowl CATAPULTS the food way into the distance. QUICK SHOTS The Baby Brent Sardines billboard is replaced with one for “Flint Lockwood Brand Napkins.” Brent GASPS in horror. People eat from mouth funnels, and we see the mouth funnels store in the background. A RAINBOW OF JELLYBEANS rains into the open mouths of waiting kids.

KIDS & CAL: Jellybeans! / Awesome!

Throughout, people keep ordering more food and the music gets faster and faster.

MAN #1: Pizza!

MAN #2: Donuts!

We follow a DONUT that falls from the sky and into Cal’s mouth.

WOMAN #2: Pie!

STEVE: Gummi bears!

Flint gives him a stern look.

MAN #3: Fish!

RATBIRD: <*SQUAWK*.

PEOPLE: (DEMANDING FOOD WALLA) Pizza / bologna / I want/ gimme/ more/ come on! / etc...

Suddenly the MUSIC completely CUTS OUT. ON THE MAYOR, who is now really FAT.

MAYOR: A pizza, stuffed inside a turkey, the whole thing deep fried and dipped in chocolate. (BEAT) It’s me, the Mayor.

FLINT: Oh... uh, you look different. Did you get a new... haircut?

MAYOR: Yes, I did. Thank you for noticing.

The music comes back in. ON FLINT TYPING. ON MORE FOOD FALLING. The Foodster RATTLES and SHAKES with overuse.

MACHINE VOICE: (FOOD WALLA)

EXT. TACKLE SHOP - DAY

Across the street from his dad’s shop, Flint looks on. Fathers and sos walk past the shop window, laughing and eating the falling food...

Inside, the shop is completely quiet and empty. Tim stands at the counter, alone.

INT. TACKLESHOP - DAY

Tim changes a sign from “SARDINES 10% OFF” to “SARDINES 100% OFF.” Flint enters.

FLINT: Hey Dad. I’m headed back the lab. If you wanna come I could show you how I make the food...

Tim hides the sign.

TIM: Eh, no thanks. That techno-food. It-it’s too complicated for an old fisherman.

FLINT: Got it. Flint turns to leave.

TIM: Could still use your help around here, though, you know.

FLINT: I’m working with the mayor now, Dad. I mean, the town’s grand reopening is in, like, a week.

TIM: Right. Got it.

Flint leaves.

INT. FLINT’S LAB - MOMENTS LATER

Flint adjusts the angle of the satellite.

SFX: DOORBELL.

It’s Earl talking into the camera

EARL: (OVER INTERCOM) Flint Lockwood!

EXT. TIM’S BACKYARD - NIGHT

Earl stands outside the PORT-A-POTTY, hat in hand. A hatch opens on the side of the lab, and Flint sticks his head out.

FLINT: Yeah?

EARL: Uh, it’s my son Cal’s birthday tomorrow and I was just wondering if you could make it rain something special.

FLINT: Well, I’m pretty backed up on requests. Plus, you’re always mean to me.

EARL: It’d be just one time. For my special angel’s special day.

FLINT: Uh, I don’t know. You know, I don’t want to overwork the machine, so...

EARL: Okay. I knew it was a long shot... I just wanted Cal to see how much his father loves him. I thought you would understand. You know how fathers are always trying to express their love and appreciation for their sons.

This hits Flint hard.

FLINT: Earl, wait.

Flint closes the hatch, runs over to the Dangeometer and sees it’s almost into the yellow. Uh oh! Wait-- he taps it and the needle moves barely back into the green.

FLINT: (CONT’D) Phew.

Then Flint runs off. Steve taps it again, and it moves back a bit into the yellow.

FLINT: I’ve got an idea.

EXT. SWALLOW FALLS - FIRST LIGHT

A rat bird perched on a wire COCK-A-DOODLE-DOOS.

INT. CAL’S BEDROOM - MORNING

Cal wakes up and rushes to the window. It’s snowing... beautiful, colored snowflakes. And there are balls of the stuff on every house. Could it be?

CAL: Whoa!

REVEAL Earl and his wife, REGINA, watching proudly from the door.

EARL: Happy Birthday, son.

CAL: Dad...?

EARL: This is your day. Go have fun.

Cal rushes down the hallway...

CAL: I love you guys! You’re awesome!

EARL: I love you, too, son!

REGINA: Have a good time, baby!

Cal opens the door and out into--

EXT. SWALLOW FALLS, SUBURBS - CONTINUOUS

A GLORIOUS LANDSCAPE covered with 31 different flavors of ICE CREAM. Cal and every kid in town burst out of their houses.

KIDS: ICE CREEEEEAM!!!!!!!!!!!!!!!

Cal leaps headfirst into the snow and makes a face-down snow angel, MUNCHING ice cream.

CAL: Yeah! Cool!

ON A NEAPOLITAN ICE CREAM FIELD, where chocolate and vanilla are covered with kids. One WEIRD KID runs into the strawberry.

WEIRD KID: Strawberry’s my favorite!

ON KIDS finishing a SNOWMAN, DEVOURING IT, then repeating.

ON THE BOWL OF THE OUTTASIGHTER, where kids have climbed in. The plate drops scooped-up ice cream into their mouths and then catapults both ice cream and kids into the distance. Hopefully nothing happens to them.

KIDS: Yeaaaahh!

ON EARL AND CAL, on their roof, getting on a sled.

CAL: C’mon, Dad.

EARL: I don’t know, Cal. This doesn’t look SAAAAAAAAAA-

Too late. Cal pushes off and they swoosh down into an open DUMPSTER full of ice cream. They LAUGH.

EARL :(CONT’D) I love you, son.

CAL: I know, dad. You tell me every day.

ON FLINT, watching them with envy. He SIGHS. Sam approaches.

SAM: Flint this is amazing! And designing the ice cream to accumulate into scoops? I don’t know how you’re gonna top this!

FLINT: Maybe with hot fudge?

He LAUGHS awkwardly. She doesn’t. Then, Cal and a bunch of kids call from afar.

CAL: Hey Flint, you wanna be in a snowball fight with us?

Flint steps back, afraid.

SAM: Flint, what’s the problem?

FLINT: I-I’ve never actually been in a snowball fight.

SAM: Really?

FLINT: I don’t even know the rules. Is there like a point system, or is it... to the death?

SAM: No-- You’ve never-- I mean look, even Steve is throwing chocolate snowballs.

Steve THROWS what look like chocolate snowballs. A beat as Flint and Sam look on uncomfortably.

SAM: (CONT’D) Oh.

FLINT: Hmm.

SAM: Yech.

FLINT: (PICKS UP SNOW) So, like this?

He throws a snowball, weakly.

SAM: No, harder than that.

FLINT: (REALIZING) Oh

He starts throwing snowballs as hard as he can.

FLINT: (CONT’D) Snowball! Snowball! Snowball!

He pelts Cal, an old man, and a child, knocking them over.

SAM: Well, there’s something to be said for enthusiasm.

Sam watches, happy for Flint, as he joyfully wails on different members of the town.

FLINT: Snowball! Snowball! Snowball!

INT. HOUSE - CONTINUOUS

Flint runs into a house and nails a dad reading the paper...

FLINT: Snowball!

...and his little girl and boy in a bedroom.

FLINT: (CONT’D) Snowball, and snowball!

KIDS’ MOM: (O.S.) Kids? What’s going on?

He snowballs the wife.

FLINT: Snowball!

Flint runs back out into the street, chased by the kids.

KIDS: Snowball! Snowball!

EXT. SWALLOW FALLS - DAY

Still at snow day, Sam reports.

SAM: I scream, you scream, we all scream for Flint Lockwood’s latest tasty town-wide treat, with flurries of frozen fun on what the mayor declared to be an ice cream snow day.

EXT. NEW YORK CITY, TIMES SQUARE - CONTINUOUS

On the JUMBOTRON, Sam continues her report.

SAM: He’d also like invite everyone in the world to catch a cruise liner and come on down this Saturday for the grand opening of Chew and swallow, a town that is truly a la mode...

PARIS: People watch Sam on a TV at the Eiffel Tower.

FRENCH VOICE: (DUBBED FRENCH) ...a town that is truly... a la mode...

CAIRO: People watch Sam in front of the PYRAMIDS.

EGYPTIAN VOICE: (DUBBED ARABIC) ...a town that is truly... a la mode...

LONDON: Crowds watch Sam in front of BIG BEN.

BRITISH VOICE: (DUBBED BRITISH ACCENT) ...a town that is truly... topped with ice cream.

EXT. SWALLOW FALLS - DAY

Sam continues to report, as everyone has fun.

SAM: ...with today's scoop for the Weather News Network, I'm Sam Sparks!

We can hear Cal in the distance.

CAL: Flint, this is the best breakfast ever!

INT. FLINT’S LAB - NIGHT

Flint is sitting on his bed, tapping his foot, thinking HARD. Then he brightens up with a genius smile and points upward. Eureka!

FLINT: (GASP) That’s it!

QUICK CUTS: Flint on his computer “HOW TO TALK TO GIRLS”; Flint in a romantic scene with Steve in a blonde wig making the monkey “oo oo” mouth; Standing by the button-pusher which pushes a button; holding the phone nervously, staring at a notepad. Lots of crumpled pieces of paper are around.

FLINT: (CONT’D) Researching! Role-playing! Dialing! Waiting!

INTECUT WITH: INT. WEATHERVAN - CONTINUOUS

Sam answers her phone.

SAM: Sam Sparks.

FLINT: HANGING UP!

Flint slams the phone down.

MORE QUICK CUTS:

FLINT: (CONT’D) Regretting! Re-Psyching! Saying what I’m doing!

SAM: (ANSWERS PHONE) Flint?

FLINT: (READING, INTO PHONE) Hi Sam how are you that’s nice I was wondering if you would like to go on a d... activity with me tomorrow?

SAM: (INTO PHONE) Um, okay.

FLINT: Great bye meet me in the forest! (HANGS UP) Nailed it.

He walks out of the lab excitedly.

FLINT: (CONT’D) Gotta go, Steve. Keep an eye on the lab for me!

Unseen by Flint, Steve sits by the Dangeometer, which is in the yellow. He smashes an ice cream cone on his head.

STEVE: Steve.

EXT. BETREED GRASSY MOUND - DAY

Flint and Sam walk along a grassy hill. Behind them, unnoticed, the WALKING TV runs by.

SAM: Where are we going?

FLINT: Oh, nowhere, I just thought it’d be nice for the two of us to... go on a walk together. Like you do... as friends. (FAKE) Oh my, what’s that?

Sam stops in her tracks.

SAM: Wow!

REVEAL an enormous yellow/orange JELL-O MOLD, refracting the setting sun like a stained-glass castle. It’s breathtaking.

SAM: (CONT’D) Oh, Jell-O’s my favorite.

FLINT: You never made a request, so, I made one for you.

Flint disappears into the Jell-O. Sam looks confused.

SAM: Flint? Flint?

FLINT: (O.S.) Join me.

His arm pokes out of the Jell-O. He PULLS her inside.

SAM: Whoa!

INT. JELL-O MOLD, BALLROOM - CONTINUOUS

Once inside, she tries to gain her balance on the squishy Jell-O floor, then realizes she’s in a beautiful Jell-O cathedral.

SAM: (AMAZED) Who-oooa. But, how did you...?

FLINT: Oh, I just made it rain Jell-0 in the middle of the night, then I gathered it all up with the Outtasighter before everyone woke up and then I brought it here and pressed it into a gigantic custom carved plastic tupperware mold I made. No big deal.

Flint is playing a Jell-O piano.

FLINT: (CONT’D) Everything’s made of Jell-O. This piano, those sconces, that ghetto blaster, that Jell-O, that aquarium, that Venus de Milo with your face on it next to a Michelangelo’s David that also has your face.

Sam gives a weirded-out look. Flint does several high vertical bounces.

FLINT: (CONT’D) Come on, Sam, what are you waiting for?

She looks at the EXIT sign. What will she do?

SAM: Nothing!

She suddenly does a bunch of fast little manic jumps.

SAM: (CONT’D) Woooo! Yeahhhhhhhh!!!

MUSIC PLAYS AS -- Flint and Sam bounce around the room like crazy.

Sam pushes Flint down the Jell-O stairs and he laughs and bounces.

ON MICHELANGELO’S DAVID. They both fly in and take bites out of it. Both jump in and out of frame making goofy poses. Sam jumps off the balcony onto a diving board, then lands in a Jell-O SWIMMING POOL.]

SAM: Cannonball!!!

FLINT: (RIGHT BEHIND HER) Bellyflop!

He smacks on the surface.

FLINT: (CONT’D) Why did I do that?

INT. JELL-O MOLD, CUPOLA ATTIC - LATER

Sam and Flint watch the sun set through the refracted light of the Jell-O wall. Long beat as Flint is nervous.

SAM: So, Jell-O.

FLINT: Right, right, right.

SAM: It’s a solid, it’s a liquid, it’s a visco-elastic polymer made of polypeptide chains but you eat it-- (CATCHES HERSELF) I mean... it tastes good. (GIGGLES)

FLINT: (CONFUSED) Why do you do that?

SAM: Do what?

FLINT: Say something super smart, and then bail from it?

SAM: Can you keep a secret?

FLINT: No. (OFF LOOK) But this time, sure. Yeah.

SAM: Okay, well, it was a really long time ago, but I too was... a nerd.

FLINT: Too?

SAM: When I was a little girl, I wore a ponytail, I had glasses, and I was totally obsessed with the science of weather.

START FLASHBACKS: Young Sam (glasses, ponytail) in her bedroom staring at a poster of a Doppler.

SAM (V.O): Other girls wanted a Barbie, I wanted a Doppler Weather Radar 2000 Turbo. But all the kids used to taunt me with this lame song. It wasn’t even clever!

Flint tries not to laugh at “glasses to see.”

FLINT: (STIFLES LAUGH, THEN, OFF HER LOOK) Go on.

Sam looks annoyed. Then she continues.

SAM: So I got a new look, gave up the sciency smart stuff, and I was never made fun of again. [holds up her glasses] And I still need these glasses, but I never wear them.

FLINT: I’ll bet you look great with glasses on.

SAM: Oh, I’m really not--

He grabs her glasses and starts to put them on her.

FLINT: And on they go.

SAM’S P.O.V. -- as her glasses go on, a blurry handsome guy becomes a sharply in-focus, nerdy Flint.

SAM: Whoa!

FLINT: What?

SAM: Nothing.

FLINT: Wait.

He quickly scoops up some Jell and molds it.

FLINT: (CONT’D) It’s a Jell-O scrunchie.

He puts her hair up in a ponytail.

FLINT: (CONT’D) And now, the reveal.

Her MAKE-UNDER complete, he gazes at the new nerdy Sam.

FLINT: (CONT’D) Wow. I mean, you were okay before, but now... you’re beautiful.

SAM: No, I’m not. I can’t go on out in public like this.

FLINT: Well, why not? I mean, this is the real you, right? Smart, bespectacled... who wouldn’t want to see that?

SAM: (CHARMED) You know, I’ve never met anyone like you, Flint Lockwood.

FLINT: (CHARMED) Me either. But about you.

Sam closes her eyes and leans in for a kiss. Flint stares at her nervously. He closes his eyes, puckers, then puffs his cheeks out in an I’ve-never-kissed-a-girl way. They’re mere inches away when-- Flint’s cell PHONE RINGS -- it’s his voice singing:

SAM: Is your phone ringing?

FLINT: That’s weird. Someone must have changed my ring. (LOOKS AT PHONE) Oh, it’s the mayor. Do you mind if I take this?

SAM: No, no, no. Go ahead, take it. That’s fine, really. I should be going too, it’s getting late.

FLINT (COVERS PHONE) I’m so sorry. It’s just really important. I’m just going to step outside real quick.

He walks through the wall and FALLS. Sam cringes as he lands with an OOF.

EXT./INT. ROOFLESS RESTAURANT - NIGHT

OMINOUS LOOKING CLOUDS. CRANE DOWN to reveal the facade of the Bibs store. Tim waits there for Flint, wearing a TIE, clearly uncomfortable. Flint runs in, very excited.

FLINT: Dad, you came! I had the best day I have so much to tell you!

TIM: Do I look alright?

FLINT: You look great, come on let’s go! Flint drags him off.

EXT. THE ROOFLESS RESTAURANT - MOMENTS LATER

The Roofless, a fancy restaurant with a crowd WAITING. Brent is in line at the velvet rope.

FLINT: Oh, it was so cool, I almost kissed a girl-- (GREETING PEOPLE) Hey. How’s it going?

Brent argues with the BOUNCER.

BRENT: It’s Baby Brent. You know? “Uh oh!” I should be on the list!

Flint and Tim go straight to the front.

FLINT: Hey, Brian.

The Bouncer lets them ENTER. Brent watches, horrified.

BRENT: (NEAR TEARS) WHAAAT?!?! You’re letting that guy in? That guy’s a nerd!!

The door closes in Brent’s face.

INT. THE ROOFLESS RESTAURANT - CONTINUOUS

It is raining steaks. There is no ceiling.

TOWNSPERSON: Hey, Flint Lockwood!

FLINT: Oh, thank you. Thanks so much.

JOE TOWNE: A toast! To Flint and his delicious steaks.

FLINT: Oh, thanks. Thank you. Oh, wow.

TIM: (UNCOMFORTABLE) Very nice place.

WAITER: Salt, pepper. Pepper, salt.

EARL: Flint Lockwood!

Earl puts out a fist for Flint to hit, and he slaps it 5.

FLINT: Earl!

As Flint and Tim sit down at their table, Tim notices the absence of any ceiling.

TIM: So, no roof?

FLINT: Yup. You just hold out your plate. And I even made it rain your favorite: meat.

Tim looks around the room as -- large steaks hit the tables all around them, rattling silverware. Everyone else enjoys it, but Tim is a bit freaked out.

FLINT: Okay. So, you know how the grand reopening of the town is tomorrow? Well, the mayor has asked me to cut the ribbon. He said my invention saved the town! Aren’t you proud of me?!

Tim looks torn. Then-- SLAM! A large steak lands Tim’s plate, STARTLING him. He looks down at it. He looks at Flint, who’s still celebrating, arms in the air, and doesn’t want to have to burst Flint’s balloon.

TIM: Well... Doesn’t this steak look a little big to you?

FLINT: Yeah, it’s a big steak. I mean, Every steak is not exactly the same size. Did you even hear what I just said?

WHAM! Another big steak lands between them, knocking their glassware off the table.

TIM: Son, look around. I’m not sure this is good for people. Maybe you should think about turning this thing off.

FLINT: It’s making everybody happy. Everybody except you. When are you gonna accept that this is who I am instead of trying to get me to work in some boring tackle shop?

Flint gets HIT on the head by a steak.

TIM: Well, you seem like you know what you’re doing, then. I guess I’ll just get out of your way.

Tim heads off. The steak falls off Flint’s head.

EXT. TIM’S TACKLESHOP - LATER

CLOSE ON a fish being ground up into chum. REVEAL Tim, alone, working the chum grinder. He pauses to SIGH, then continues grinding.

EXT. TIM’S TACKLESHOP - SAME

Hot dogs rain down. One hits the “And Son” Tim tacked onto the tackle shop sign and knocks it to the ground.

EXT. STREET - EVENING

Flint walks down the street, muttering.

FLINT: Get with the times, man. I mean, there’s no pleasing that guy. He just wants to take anything good I do and just smoosh it-- AAAAAAHH!

A THREE-FOOT LONG HOT DOG plops down in front of Flint. He looks around to see several other large hot dogs around his neighborhood, including his dad’s yard, which is full of hotdogs.

FLINT: (CONT’D) These are big hot dogs.

He looks up to the clouds, grave.

INT. FLINT’S LAB - MOMENTS LATER

Flint looks at a scanner with a huge HOT DOG in it.

FLINT: Oh, man. (DEEP BREATH) I mean, this isn’t that bad, is it, Steve?

Steve has smeared mustard on his face and hands.

STEVE: Yellow.

Flint goes over to the Dangometer which is in the yellow.

FLINT: You’re right, Steve. The Dangometer is in the yellow. I don’t know what to do.

He hears a WHIRRING SOUND and turns to see...

MAYOR: I do... declare these hot dogs to be delicious!

The Mayor, now GROTESQUELY FAT, riding in from the shadows on a RASCAL SCOOTER and munching on a HOT DOG piled with ICE CREAM and DONUTS.

FLINT: Waahh!!! Oh no!

Steve runs away.

FLINT: How did you get in here?

MAYOR: Tomorrow’s the big day, Flint. The entire town’s fate is resting on your food-weather! I’m thinking pasta. Some light apps. I know you won’t let us down.

He wheels back into the shadows, still staring at him.

FLINT: Well, Mr. Mayor, I think there’s something you should see.

The mayor returns.

MAYOR: WHAT?

Flint leads the mayor over to the scanner, and pulls up a display of a stable group of atoms forming a hot dog molecule on the computer monitor.

FLINT: This is the molecular structure of a hot dog that fell last week. And this is the molecular structure of a hot dog that fell today.

He pushes a button, revealing a very scary looking rapidly moving group of molecules.

FLINT: (CONT’D) The machine uses microwave radiation to mutate the genetic recipe of the food. The more we ask it to make, the more clouds it takes in, the more radiation it emits, the more these food molecules could over-mutate. I think that’s why the food is getting bigger.

MAYOR: Here’s what I heard: blah blah blah, science science science, bigger. And bigger is better. Everyone’s gonna love these new portion sizes.

He shoves the entire hot dog in his mouth and swallows it.

MAYOR: (CONT’D) (MOUTH FULL) I know I do.

Flint looks over to the button, unsure.

FLINT: My dad thinks I should turn it off...

MAYOR: Geniuses like us are never understood by their fathers, Flint.

FLINT: But what if things go--

The Mayor starts circling Flint.

MAYOR: Who needs the approval of one family member when you can have it from millions of acquaintances? Not to mention that little cutlet Sam Sparks... and me? I’ve always felt you were like a son to me, Flint. And I’m going to be so proud of you tomorrow when you cut that ribbon, save the town, and prove to everybody what a great inventor you are. So here’s the cheese: You can keep it going, get everything you’ve ever wanted, and be the great man I know you can be. Or, you can turn it off, ruin everything, and no one will ever like you. It’s your choice...

Tight on Flint’s eyes thinks about this. The word ‘choice’ echoes in his mind -- except not really.

MAYOR: (CONT’D) (WHISPERING) Choice, choice, choice...

FLINT: (DEEP BREATH) Okay...

IN THE REFLECTION OF THE MONITOR: Flint approaches, and the Mayor looks over Flint’s shoulder creepily as he types in the code.

FLINT: (CONT’D) I mean, bigger is better, right?

MAYOR: Oh yeah.

Flint SLAPS the BUTTON. BOOM! We go from the SATELLITE DISH up to the--

EXT. STRATOSPHERE - NIGHT

The machine, with some food caked-on itself, rattles as the monitor cycles through the food.

EXT. CHEW AND SWALLOW

INTERNATIONAL CROWDS get off the cruise ships and head into town. A sign reads “WELCOME TOURISTS!” Oversized appetizers rain.

CROWDSPERSON #1: Looks safe to me!

CROWDSPERSON #2: And sanitary too!

INT. NEWS VAN - DAY

Sam’s alone in the back studying herself in the mirror. She takes her glasses on and off, on and off...

SAM’S POV: as she puts her glasses on, the shot gets FOCUSED, and we can see what’s behind her. With her newfound vision, she sees an old-fashioned SUITCASE LAPTOP in the corner. She blows off dust to see it reads “Doppler Weather Radar 2000 Turbo.”Sam flops it on the table, opens it with awe, and pushes START. It begins to boot up and she smiles. She can see her reflection there in the screen, and she finally likes what she sees. Then a weather image loads up.

On Sam, who adjusts some knobs and we see a red spinning glow on her face as she GASPS.

EXT. CHEW AND SWALLOW - DAY

The mayor rolls up to the stage.

MAYOR: Who’s hungry?! Welcome, tourists, to Chewandswallow!

FRENCH TOURIST: That is one big mayor.

MAYOR: Delight in our Nacho Cheese Hotsprings! Allow your kids to eat all the junk food they want in our completely unsupervised Kidz Zone!

Cal is among the kids playing in piles of junkfood.

CAL: I have jelly beans for teeth!

MAYOR: And when the fun is done, gaze upon the sunset cresting over Mount Leftovers! From which we’re protected by a presumably indestructible dam!

Outtasighters launch leftovers onto an ever-growing mound behind the dam.

MAYOR: (CONT’D) We’ve got people here today from all around the world. From as far as China to West Virginia. Also, I think there’s some Canadians here...

BACKSTAGE ON FLINT, looking around through the enormous curtain of himself. Flint nervously slicks down his hair. He wears a tuxedo t-shirt. Sam approaches.

SAM: Flint, you need to look at this.

FLINT: Why aren’t you on TV? You’re supposed to be broadcasting this.

SAM: There’s a problem. I think the food’s getting bigger--

FLINT: I know, it’s great. Bigger portion sizes. Everyone loves it.

He gestures to passersby catching a jumbo jumbo prawn.

SAM: Flint, I’m not sure we’re doing the right thing here.

FLINT: (HEATED) Sam, listen--

SAM: What if we’ve bitten off more than we can chew?

FLINT: Ugh. For the first time in my life, everybody loves something that I’ve done. Why can’t you just be happy for me and go say the weather or something? Jeez.

Flint turns away from her. Sam is shocked.

MAYOR: (O.S.) And without further ado, our town’s hero, and my metaphorical son, Flint Lockwood!

Flint runs out to grand APPLAUSE. He soaks it in.

FLINT: Thank you! Thank you everyone! Yeah! Woo!

CROWD: Yeah! Flint! / Sign my shrimp! / Flint Lockwood! / I admire your quirkiness!

MAYOR: Brent, we’re gonna need you to hand over the ceremonial scissors.

ON BRENT, who can’t believe it.

BRENT: But...

The scissors are taken and handed to Flint.

BRENT: (CONT’D) No! You can’t--! You can’t take them! No! I’m Baby Brent!

Desperate, he pulls off his clothes, down to his diaper.

BRENT: (CONT’D) (PATHETICALLY) Uh-oh!

CROWD & JOE TOWNE: Boo! / Put your clothes back on!

BRENT: Who am I?!

Brent runs away, crying. Flint gets the scissors. He feels how beautiful they are.

MAYOR: (WHISPERS) Go ahead, Flint. Everybody loves you.

The crowd ROARS! The Nacho Cheese Hotsprings shoot Bellagiostyle cheese fountains! Behind him, the Mayor slips away.

CUT TO: INT. TACKLE SHOP - SAME

Tim still grinds chum, alone. The celebratory chanting of “Lockwood” can be heard faintly in the distance. Tim SIGHS.

EXT. CHEW AND SWALLOW - SAME

Flint closes his eyes as he cuts the ribbon. Cheers from the crowd! Suddenly, a flock of ratbirds take off. The sky turns green, then orange in danger. Steve senses something and starts screaming.

STEVE: Danger! Danger! Danger!

Steve runs off. The wind picks up. Flint TASTES THE AIR.

FLINT: Salt and pepper wind...?

SMACK! Flint is HIT by a giant DRY LEAF. He SNIFFS it.

FLINT: (CONT’D) (OH NO) Oregano.

A look of horror in his eyes. ZOOM out to see the main course: a massive SPAGHETTI TORNADO!!! All buildings its strands touch are demolished, and meatballs are launched like boulders from the cone.

FLINT: (CONT’D) Mamma Mia!

He turns back to Sam, who gives him an angry glare then runs off towards her van, determined.

FLINT: (CONT’D) Sam, wait, no! I can turn it off!

Flint looks up at the twister...then past it at his lab.

FLINT: (CONT’D) (DETERMINED) I can turn it off...

He gives a primal SCREAM and runs towards his lab, with the twister in between! We follow him as huge MEATBALLS smash down around him as everyone else runs away in the opposite direction. Cars and objects are lifted into the air...

FLINT: (CONT’D) Hey, kids, it’s all gonna be okay-- Oh, no.

And he gets sucked into the eye of the storm. Inside it’s calm. Flint runs in the air past a MAN IN A TUB...

FLINT: (CONT’D) Pardon me...

MAN IN TUB: Pardon me!

...then reaches Joe Towne, sitting in his car as it floats through the eye of the storm. Flint opens the back passenger door, climbs through, and exits the other side of the car, still flying.

FLINT: Excuse me.

JOE TOWNE: Aw, no problem.

He flies out of the twister and LOSES HIS LAB COAT...

FLINT: No! .

..but keeps air-running over pieces of debris (garlic bread, stop signs, mailboxes, a stepladder) as though they were stairs until he’s back on the ground, in front of the lab. Steve’s there waiting for him outside of the Port-A-Potty.

STEVE: Gummi Bears.

FLINT: Not now, Steve.

Steve hops onto his shoulder and they enter the Port-a-Potty.

EXT. CHEW AND SWALLOW - DAY

The twister is headed for Sardine Circle. The cruise ships back up and peel out of town as fast as possible.

INT. ROOFLESS RESTAURANT - DAY

In the restaurant, everyone holds out their plates expectantly. A WAITER walks by with condiments.

WAITER: Condiments? Pepper?

Giant spaghetti and sauce buries them.

EXT. CHEW AND SWALLOW - DAY

ON TIM, in the Tackle Shop, watching people outside panic.

TIM: (WORRIED) Flint...

Just then an enormous meatball nearly crashes into the shop.

ON SAM, through Manny’s handheld camera, as she gives a report. She’s still in her glasses and ponytail.

SAM: This is Sam Sparks live from Chewandswallow, where a spaghetti twister--

She is inset by the ANCHOR.

WNN ANCHOR: Whoa, whoa, Sam, hey! We love a good storm over here, but you look like a nerd!

SAM: (IGNORING HIM) Patrick, several children are stranded in the path of this tomato tornado.

IN THE KIDZONE, Cal and the other kids look up from gorging themselves and try to run...only they are slow and fat and crippled by STOMACH ACHES. Most crawl their way out but Cal--

CAL: My tummy hurts...

ON EARL, who sees Cal on the TV monitors in the TV repair shop...

EARL: Cal! .

..and he makes a break for him.

SAM: It’s becoming a spinning semolina nightmare, twirling a path of--

WNN ANCHOR: Yikes. What is that, a scrunchie? I haven’t seen one of those since 1995!

SAM: What? We have an actual weather emergency-

Then she gets squished by a garlic bread into the screen, just like last time.

WNN ANCHOR: (LAUGHING THROUGH TEARS) Well, we’ll get right back to that storm, and hopefully Sam will look a little more appealing. (PRESSING BUTTON) Boop!

They switch over to footage of a puppy in a field with different local temperatures CHYRONED over it.

INT. FLINT’S LAB - DAY

Flint bursts in. Steve is clinging to Flint’s head.

FLINT: (PANTING) Steve, we just have to upload the kill code and it will shutdown the --

REVEAL the Mayor, furiously typing at Flint’s computer.

FLINT: Oooooh, what are you doing here?!

MAYOR: I’ve been up here ordering up dinner for the last ten minutes. Why? Is something going on?

FLINT: I’ve gotta stop the machine. Everyone’s in danger because of me.

Flint rushes for the machine in an attempt to turn it off but is bounced away by the mayor’s large belly.

MAYOR: Oh, it can’t be that bad.

The Mayor hits the big red “SEND” button. Foods start to cycle on the computer screen, which creates a SCARY STROBE LIGHTING EFFECT.

MAYOR: Well, I’m outta here.

FLINT: (DETERMINED) I can still stop the order with the kill code!

Flint makes it to the computer and types. He’s about to hit the SEND button and stop the machine...

FLINT: (CONT’D) Sending kill code...

MAYOR: I’m back!

...but the Mayor chokes him with a jumbo JUMBO PRAWN, dragging him away.

FLINT: (CHOKING) Got to get the button!

Flint grabs a huge HOT PEPPER and shoves it in the Mayor’s eye. Flint races back... Steve rolls around, having a great time tossing food.

STEVE: Play, fun, fun, play, fun!

MAYOR: Hey, Flint! It’s been nice to beet you!

The Mayor tosses a big RADISH at Flint.

FLINT: That’s a radish!

Flint in midair dodges the beet/radish and it flies on, and smashes into the satellite dish, blowing it up. BOOM! The satellite is in a million pieces. Flint finally pushes the button. Nothing happens.

ON THE SCREEN: “ERROR: CONNECTION LOST. KILL CODE NOT SENT”

FLINT: That was the only way to communicate with the machine... (GRAVE) What exactly did you order?

MAYOR: A Vegas-style all-you-can-eat buffet?

They all stare up at the monitor. Oh no.

EXT. STRATOSPHERE - CONTINUOUS

Now almost completely covered in food, the FLDSMDFR monitor glows an ominous RED.

EXT. SARDINE CIRCLE - DAY

Overhead: the clouds part. The twister is gone. But it has created a path of mess and destruction in its wake. People start coming out of the mess, stunned. Two of them are SAM AND MANNY. Sam coughs.

JOE TOWNE: Everyone okay?

TOWNSPEOPLE: Yeah. / Yep. / I’m good.

Sam opens up the Doppler. Earl runs up with Cal in his arms.

EARL: Help, somebody! Help me please! It’s my son.

SAM: We need a doctor! Is anyone here a doctor? Anyone?!

MANNY: (STEPPING UP) I am a doctor.

SAM: You are?

MANNY: I was, back in Guatemala. I came here for a better life. Pretty great decision, eh?

Manny pulls out a STETHOSCOPE and listens to Cal’s heart.

EARL: How is he, doc?

MANNY: (SERIOUS) He’s in a food coma.

REALLY CONCERNED MAN: Oh no!

Everyone GASPS, especially Earl.

MANNY: Too much junk food. I need a celery. Stat!

Someone hands him a stalk of celery.

JOE TOWNE: Here you go.

Manny snaps it in half under Cal’s nose. Cal COUGHS and wakes up.

CAL: Daddy?

EARL: Oh, Cal... Cal! I love you, son.

CAL: <*BARF!*>

Earl kisses Cal on the lips and smiles.

EARL: Looks like everything turned out okay.

SAM: Not yet it hasn’t. That spaghetti twister was just an amuse bouche compared to what’s on the way.

TOWNSPERSON: (WHISPERS) What’s an amuse bouche?

SAM: Manny, patch us through.

Manny prepares for a broadcast. The satellite goes up. He plugs in some cables.

SAM: (CONT’D) Go.

INT. WNN STUDIOS Inset is an attractive woman with the headline “OTTERS GET WET!”

WNN ANCHOR: Cute report, Nancy!

Static started to appear.

WNN ANCHOR: (CONT’D) Hey! Four eyes?!

Sam has pirated in from CHEW AND SWALLOW! As she speaks, we cut around the world to see people’s horrified reactions.

SAM Can it, Patrick! We are about to be in the epicenter of a perfect foodstorm. It’s going to spread across the globe. I’ve calculated the Coriolis acceleration of the storm system. First it’ll hit New York, then Paris, then the Jianguang Pass in Eastern China. And in four hours, the entire Northern Hemisphere will be one big potluck.

ON TIM, walking out of the Tackle Shop to survey the mess. He looks over at the power line and sees Flint’s dirty LAB COAT. He picks it up and looks at it. Clouds form.

EXT. JUNKYARD - DAY

Tim enters and hears a low moan.

TIM: Flint?.

He follows the sound and finds Flint in a rusty barrel, curled up under some junk.

TIM: (CONT’D) Flint?

FLINT: Hey, Dad.

TIM: What are you doing?

FLINT: Well, I tried to help everybody, but instead I ruined everything. I’m just a piece of junk. So I threw myself away. Along with all these dumb inventions. (RE: SPRAYON SHOES, ETC) This is junk. This is junk. (RE: SELF) This is junk.

TIM: Look, son, you... Listen, when your boat is... When it’s listing, if it’s not running... You know, uh--

FLINT: Don’t worry, Dad, I get it. Mom was wrong about me. I’m not an inventor. I should’ve just quit when you said.

Tim looks at his son in a trashcan, as low as can be.

TIM: Well, when it rains, you put on a coat.

He holds up Flint’s lab coat.

FLINT: Dad, you know I don’t understand fishing meta--

Flint looks up to see the lab coat.

FLINT: (CONT’D) What...?

Flint stands up in the barrel, junk falling off him, and takes the coat.

FLINT: (CONT’D) My coat.

Flint looks at it for a beat, then realizes what his dad means, looks back for Tim, but he’s gone into the house. Flint gets a determined look.

FLINT: (CONT’D) Come on, Steve, we’ve got diem to carpe.

Steve pops up out of the trashcan next to Flint.

INT. ELEVATOR/FLINT’S LAB

Flint and Steve up to the lab in heroi-comic fashion.

SUPER FAST MONTAGE: He downloads the termination recipe onto a USB flash drive. Flint draws up plans. Pushes buttons. Calculates something. Measures something. Welds something.

FLINT: Kill code downloading. Redesigning. Virtualizing. Cutting. Welding. Forging. Wiring.

Steve hits a bucket with a spoon.

STEVE: Helping.

FLINT: Testing.

Flint presses a button and jet engines shoot above him.

FLINT: Yes!

EXT. JUNKYARD - DAY

The doors of a secret garage open. Then headlights turn on and a CRAZY CAR drives towards us with Flint and Steve inside looking determined.

FLINT: Flying Car 2... Now with wings.

EXT. CHEWANDSWALLOW - CONTINUOUS

A giant WATERMELON smashes into the cannery sending goop and huge seeds flying all over town. A dozen enormous CHOCOLATE DONUTS roll down the street, chasing Joe Towne and others.

JOE TOWNE: I had a weird dream like this once!

A Man with a giant MACARONI over his head runs around blindly, trying to get it off.

MACARONI GUY: I HAVE A MACARONI ON MY HEAD!!!

An enormous pancake covers the school. Kids outside watch, excited.

KIDS: No school!

A CHERRY breaks a shop window and a man steals a TV. The walking TV breaks the window next to it and kidnaps the store owner. Amid the chaos and panic: SCREECH! Flint rolls up, steps out of the car, faces the crowd, and a still-mad Sam.

FLINT: Everyone! I want to apologize. Especially to you, Sam. But I have a plan. This flash drive contains a kill code. I will fly up into that foodstorm, plug it into the machine and shut it down forever, while you guys evacuate the island using--

MAYOR: This is all his fault! Get him!

CROWD & JOE TOWNE: There he is! / Get him! / Let’s rock his car back and forth!

Flint JUMPS back into his car and Steve locks the door. People start rocking the car. Earl enters.

EARL: HEY!!!

Everyone stops in their tracks. Earl flips onto the hood.

EARL: (CONT’D) This mess we’re in, it’s all our faults. Me, I didn’t even protect my own son.

On the crowd, NODDING in agreement. Sam, Brent, others.

EARL: (CONT’D) Look, I’m as mad at Flint as you are. In fact, when he gets out of that car, I’m going to slap him in the face. I know Flint Lockwood made the food, but it was made to order. And now it’s time for all of us to pay the bill.

The crowd CHEERS AND CLAPS. Brent sheds his Pizza cover and salutes as shrimps shoot down in order. Steve licks the windshield. Flint gets out and gets on the hood.

FLINT: Thank you, Earl.

Earl SLAPS Flint.

FLINT (CONT’D) Ow.

EARL: Sorry.

FLINT: It’s okay.

EARL: (TO CROWD) Let’s go build some boats!

The crowd CHEERS. Earl exits. Sam steps onto the hood.

SAM: I’m coming with you. You’re gonna need someone to navigate you through that storm. (SOFTENS) I can’t let you do this alone.

FLINT: Oh, Sam, I’m so sorry-

-He goes in for a kiss and gets denied. Again.

SAM: Are you kidding?

FLINT: Well, I just thought that--

SAM: No.

FLINT: Okay.

Manny steps onto the car.

MANNY: You are going to need a copilot.

SAM: You’re a pilot too?

MANNY: Yes. I am also a particle physicist.

SAM: Really?

MANNY: No, that was a joke. I am also a comedian.

All LAUGH.

STEVE: Ha! Ha! Ha!

FLINT: Let’s do this!

BRENT: (O.S.) I’m coming, too.

Brent steps onto the hood. He’s heavy.

FLINT: (POLITE) Brent! Uh, that’s okay.

BRENT: No, it’s not okay. I've been coasting on my fame since I was a baby..but it was all just an illusion. Maybe up there, I’ll find out who I really am.

FLINT: Uh, car’s pretty full, so...

But Flint can’t turn down Brent and his puppy dog expression.

EXT. SWALLOW FALLS - DAY

Everybody is jammed in the car. Flint drives, Manny sits on the console, Sam is in passenger seat, and Brent and Steve are in the back.

BRENT: (LAUGHS) Yeah! Brent!

FLINT: Okay.

Flint, with new resolve, takes off in the car-plane. They pass a flock of ratbirds who seem to nod solemnly as Flint gives them a thumbs up. They fly by Tim outside the tackle shop.

TIM: Good luck, son.

EXT. CHEW AND SWALLOW, STREET - DAY

TRIUMPHANT MUSIC PLAYS as the weird, rickety car-plane takes off!

INT./EXT. CAR-PLANE - CONTINUOUS

Flint steers through clouds as G-force makes the plane shake like crazy

STEVE: (SHAKY) Steeeeeve.

The Doppler goes off. A GREEN MIST covers the windshield.

SAM: Pea soup fog!

They’re flying blind. Something hits them.

FLINT: Manny, hit the wipers!

Manny pushes twelve buttons...

SAM (RE: DOPPLER) Flint, there’s massive gastro-precipitation accumulated around the machine. It’s almost as if it’s-- .

..Manny finishes his button pushing sequence and the wipers finally come on.

FLINT: (GRAVE) Inside a giant meatball.

Everyone looks out the window. As they emerge from the fog, REVEAL a FOOD ASTEROID -- a huge mass of congealed food with food-blasting blowholes. The FLDSMDFR in the center. Sam looks out the window, seeing white clouds sucked in through the top; black food clouds shoot out the bottom.

SAM: Water goes in the top, a food hurricane comes out the bottom.

BRENT: I’m glad I’m wearing a diaper.

They continue their approach to the monstrous meatball. A PIZZA PIE breaks apart into slices that follow them. Sam looks in the side view mirror and sees them as they shoot pepperonis like bullets.

SAM: Anybody order pizza? (Gasps)

FLINT: Hold on!

BRENT: The pizza’s chasing us?!

FLINT: Sentient food? That’s impossible!

SAM: Unless its molecular structure’s mutated into superfood-

FLINT & SAM: --that’s been genetically engineered to protect the FLDSMDFR.

STEVE: Pizza!

FLINT, SAM & BRENT: AAAAAAAAAHH!

STEVE Pizza, pizza, pizza!

They REACT as a topping hits the plane. A cool PIZZA SLICE DOGFIGHT ensues! Flint is a bad pilot, and in the ruckus almost drops the flash drive.

FLINT: Whew! That was close. I mean, can you imagine if we lost this kill code?

TONG! A MUSHROOM SLICE breaks a window and knocks the flash drive out of Flint’s hand and out the window. Long beat.

BRENT: Uh-oh!

EXT. CHEW AND SWALLOW - DAY

Huge food SMASHES the buildings on all sides of Tim’s Tackle Shop. RING, RING. Tim answers his old land-line phone.

TIM: Tim’s Tackle Shop.

INTERCUT WITH: INT. CAR-PLANE - CONTINUOUS

Flint is on his phone mid-pizza dogfight.

FLINT: Dad, you’re okay, great! Um, I need a favor, the fate of the world depends on it.

TIM: Okay, then, skipper, what do you need?

FLINT: I just need you to go into my lab, get on a computer and e-mail a file to my cell phone.

Beat of Tim wide-eyed with the notion of using a computer.

TIM: Ummmm-uhhh... Alright.

Tim hangs up. The dogfight continues. Flint is still a bad pilot.

MANNY: Want me to drive?

FLINT: Yeah, okay.

Manny is an awesome pilot, outflanking the pizzas with ease.

FLINT: (CONT’D) Wow. You’re a lot better than me.

SAM: Uh-huh.

They come upon the huge INTAKE HOLE that is sucking clouds into the top of meateroid. Flint turns the Doppler map and points.

FLINT: Okay, here’s the plan. Sam and I will enter the meateroid through the intake here, which should lead us straight to the FLDSMDFR. Manny, you and Steve will stay on the plane. (GRABS CAN OF SPRAY-ON SHOES FROM STEVE) Don’t spray that in your mouth. Once my dad emails me the kill code, we’ll destroy the machine, and rendezvous here at the Western blowhole in... how long until the world’s destroyed?

SAM: About twenty minutes.

FLINT: Just before then.

BRENT: What about me, Brent, what do I do?

FLINT: Uh, you can be president of the backseat.

BRENT: (EXCITED, THEN) Oh.

FLINT: Deploy hatch!

The hatch pops off like on an F-16.

FLINT: (CONT’D) Car upside down... go!

Manny does a barrel roll and Flint and Sam fall onto the car plane ceiling. They stare out the hatch to the long drop.

FLINT: (CONT’D) Ladies first? No? Alright.

Flint, then Sam (still clutching the Doppler) LEAP out into the huge, meaty hole. Brent JUMPS OUT after them...

BRENT Wait for me!

...except that he gets stuck in the hatch.

BRENT: (CONT’D) (STRUGGLING) I’m good.

Finally he pops free and falls after them. Sam and Flint free fall down the hole, unaware of Brent.

SAM: (YELLING) As long as we stay on course, it should be a straight shot to the--

Brent SLAMS into them and takes them off course.

BOTH: AAHHH!

BRENT Yeah!

INT. FOOD ASTEROID, FOOD TUNNEL - CONTINUOUS

Flint, Sam and Brent tumble into a pitch black tunnel.

BRENT: We’re a team!!!

INT. FOOD ASTEROID, FOOD TUNNEL - DAY

Flint creates a TORCH from a marshmallow and a shrimp skewer, and lights it on a flaming cherries jubilee. It illuminates the scary walls of a tunnel made of giant congealed food.

FLINT: Whoa.

SAM: (POINTS TO DOPPLER MAP) We’ve landed here in some kind of exhaust vent. But if we go this way, the Flamidabager should be right down this air shaft. (THEN) Brent, get out of that pie.

Brent is eating a pie in the wall.

BRENT: (MOUTH FULL) What’s up?

EXT. TIM’S BACKYARD - MOMENTS LATER

Tim faces the PORT-A-POTTY elevator...and pauses, reluctant. Then he gets in and flushes.

INT. ELEVATOR TUBE - MOMENTS LATER

Tim shoots up the tube, SCREAMING.

INT. FLINT’S LAB - MOMENTS LATER

Tim enters with awe and faces the computer, showdown style.

LAB COMPUTER: Welcome, Flint.

INT. SCARY FOOD CAVE - MOMENTS LATER

Flint, Sam and Brent face a huge cavern which has a river of boiling hot oil running through it. And they have to get to the other side!

FLINT: That’s fry oil.

They carefully begin to cross it, using french fries and chicken nuggets as floating platforms. As they cross--

PHONE: “Flint you have a call, Flint you have a call.”

FLINT: (INTO PHONE) Dad! Uh, okay, great. On the screen there’s a file marked “kill code.”

INTERCUT WITH: INT. FLINT’S LAB - CONTINUOUS

Tim stares at the computer as if it were a spaceship.

TIM: Wha...? Huh?

FLINT: Move that into my e-mail window, type in my name and press “send.”

Tim looks around the lab for a window.

TIM: Window?

FLINT: Okay, Dad. You see the thing that looks like a little piece of paper?

TIM: What?

FLINT: Use the mouse to drag it.

TIM: Drag it?

FLINT: Drag it.

TIM: Drag it?

FLINT: Drag it.

Tim puts the mouse on the screen and tries to move the arrow.

FLINT: Great. Okay, great. Okay, great.

TIM: It’s not dragging.

FLINT: Drag it across the desktop.

Tim literally drags the keyboard across the top of the desk. Papers, equipment and the keyboard CRASH onto the floor.

TIM: That didn’t do anything.

FLINT: Of course it didn’t! You know what? Aaaaarghh!

INT CHEW AND SWALLOW

Townspeople build boats out of giant sandwiches and swiss cheese sails with pretzel stick masts as Earl instructs them.

EARL: Go! Go! Go! Hoist those sails! Toast that bread! We’re running out of time!

Earl stops and looks up as the Dam starts to rumble ominously. Earls chest hairs tingle.

EARL: (CONT’D) Let’s move out! Go! Go! Go! We can do it! Come on, move it, move it, good job, that’s what I’m talking about! Everybody head to the docks!

Everyone runs out of the pancake, holding the boats over their heads. They dodge enormous food. As the first boat arrives at the docks, the Mayor arrives from out of nowhere and PLOWS through the crowd.

MAYOR: Wait, wait! I have an important announcement. (BEAT) See ya, suckers!

He steals the first bread boat and shoves off.

MAYOR: (O.S.) (CONT’D) Bon voyage... and bon appetit!

He chows down on his own bread boat as he sails away. Everyone on the docks is mad, knowing it was the mayor's fault. Meanwhile, Earl, Regina and Cal run with their boat, but Cal loses his grip and falls.

EARL: Cal?!

REGINA: Calvin!

Cal looks up at the dam. A cherry lands -doop! -on top of the food mound... and the Dam breaks open! A massive AVALANCHE OF FOOD sweeps into town, destroying buildings.

EARL: Cal, get back here!

CAL: (STUNNED) Foodalanche.

EARL: Cal! I’m not gonna lose you again!

Earl picks Cal up and starts running.

REGINA: Baby!

Earl TOSSES CAL to Regina. Then he picks up their boat and carries it -- with his family on it -- towards the water as the foodalanche rolls towards them, right on his heels.

REGINA: Hold on tight, Calvin!

A GIANT CHERRY flies at them and Regina bats it away with a candy cane. Earl leaps into the air with his wife, child and boat, through a huge falling nacho chip and they all LAND SAFELY on the water, pushed out to sea by the foodalanche.

EARL: Everybody head south! We’ve got to stay ahead of that storm!

INTERCUT: INT. FLINT’S LAB / MEATEROID - CONTINUOUS

The foodalanche is headed for Flint’s lab. Tim is still trying to send that email.

TIM: Now what?

FLINT Just click send!

SAM: Flint, the Fliminadifiserser's right down there!

FLINT: Dad, hurry!

TIM: Send? Send...? Oh, wait--

BAM! The foodalanche crashes in. Before he can hit the button, Tim is knocked over. Flint hears cacophony on the line.

FLINT: Dad? Dad?! Can you hear me? Dad?!

Brent turns and looks around, SCARED. But Flint is still focused on his phone.

BRENT: Hey guys?

Sam and Flint turn to see giant ROAST CHICKENS covering the ceiling.

FLINT: (SOTTO) Holy crapballs.

They try to run...

FLINT: (CONT’D) Go, go, go, go, go, go, go! ..

.but the roast chickens drop down and surround them!

FLINT, SAM & BRENT: AAAAAH!

The lead chicken approaches Brent.

BRENT: Aw, I don’t know, I think they’re kind of cute. I mean, this one just walked up to me and--

In one horrifying move, the biggest roast chicken SWALLOWS Brent down his gullet.

BRENT: (CONT’D) (MUFFLED) Aaaaaahhh!

FLINT & SAM: They ate Brent!!

The chickens totally surround Flint and Sam and there’s no escape.

FLINT: (TERRIFIED) Dad, I’m surrounded by man-eating chickens right now. ,So if this is goodbye, thanks for trying to set me straight. Figured it out a little late I guess. (THEN) Okay bye.

At this, Tim’s arm emerges from the rubble! Then he DRAGS his whole body out of the food, reaches for the mouse and pushes the button. SEND! Flint looks at his phone and sees “Email Received. Subject: Kill Code. 1 attachment”

FLINT: (CONT’D) Dad!

A chicken swallows the phone out of Flint’s hand.

FLINT: (CONT’D) Hey, give me that phone back!

He reaches for the phone, but suddenly another chicken falls over, SCREAMING and CONVULSING. The other chickens lean in to see what’s happening. Brent shoves his head through the neck of the chicken and assumes control of its arms and legs.

FLINT: Baby Brent?

BRENT: I’m not Baby Brent anymore. I’m Chicken Brent!

He pulls out his diaper and drops it on the floor.

BRENT: (CONT’D) And I’m finally contributing to society! Crotch kick!

He PUNCHES and KICKS the other chickens with a vengeance. Flint’s Cell phone pops out of one of them. He picks up Flint and Sam and gets them out of harms way for the moment.

BRENT: (CONT’D) Now go, you crazy kids, and save the world.

FLINT: You did it, Chicken Brent! You really did it.

BRENT: Go, go, go, go!

Flint and Sam escape while Chicken Brent stays behind and holds off the chickens.

SAM: It should be right down this... hole.

They skid to a stop as we REVEAL a deep, nasty looking pit lined with bumpy stalactites.

SAM: That’s peanut brittle. If either one of us touches it, we’ll go into anaphylactic shock.

Flint looks guilty.

FLINT: Actually, I’m not entirely allergic to peanuts. I might have just said that to get you to like me.

SAM: So you really thought having allergies would make you more attractive?

FLINT: Ehhhhhhhh.

EXT. SKY/INT. CAR-PLANE - DAY

Manny adeptly steers around various oncoming foods. Steve tries to grab Manny’s pencil thin moustache.

STEVE: Moustache... moust--!

Manny GRUNTS at him and he recoils. Wide, we see the black clouds spreading.

EXT. NEW YORK CITY, TIMES SQUARE - DAY

Black clouds roll in. Everyone looks up. On the jumbotron a sign reads “TRY BAGELS - SURPRISINGLY HIGH IN CALORIES!” CRASH! A huge bagel takes out the sign!

NEW YORK WOMAN: Sesame bagel!

NEW YORK CITIZENS: Taxi! Taxi!

A CUSTOMER holds his hot dog up to a VENDOR.

CUSTOMER: I asked for extra mustard.

And EXTRA MUSTARD drenches him from above. Two HOMELESS PROPHETS stand next to each other wearing sandwich boards. One reads “The World Ends Tomorrow.” The other reads “The World Ends Today.” Prophet #1 is crushed by a PRETZEL.

PROPHET #2: Haha! I was right!

EXT. AROUND THE WORLD - DAY

A CLUB SANDWICH uses the Eiffel Tower as a toothpick, complete with olive on top.

FRECHMAN Sacre bleu!

TOURISTS enjoy the manmade beauty of Mt. Rushmore -- until the presidents are smashed with CREAM PIES!! Lincoln from behind.

TOURISTS Aaaaaaaaaahhhh!

HOT TEA rains down on Big Ben...and Londoners.

LONDONERS: Hot tea! / It’s scalding!

At the GREAT WALL OF CHINA, a giant fortune cookie lands and breaks open. A tourist reads the fortune:

TOURIST: You are about to be crushed by a giant corn.

Just then, a giant cob of corn rolls down the wall towards the tourists.

INT. WNN NEWSROOM - SAME

The WNN Anchor reports from the newsdesk.

WNN ANCHOR: It looks like the foodstorm is following an unusual pattern of hitting the world’s most famous landmarks first and is now spreading to the rest of the--

A GIANT PRETZEL crashes into the newsroom.

WNN ANCHOR: (CONT’D) What the what?

INT. FOOD ASTEROID, SPIKY PIT - MOMENTS LATER

Brent is STRUGGLING to hold off the chickens.

BRENT Hurry up, guys!

Using a LICORICE ROPE, Sam lowers Flint down the shaft. Sam STRUGGLES with Flint’s weight..

FLINT: After I plug my phone into the FLDSMDFR and destroy it, I’ll tug on the licorice twice and you’ll pull me back up, okay?

SAM: (STRUGGLING) Sounds great.

RUMBLE! Flint SCREAMS as Sam loses her grip on the licorice rope and he falls. Sam regains control of the rope, but slips down the shaft in the midst of a bunch of peanut brittle shards.

SAM: (CONT’D) Agh.

Sam looks down at her arm. It’s been pricked!

FLINT: You got cut, didn’t you?

Sam’s arm and face swell up like a balloon.

SAM: (SUPER STUFFED) Ah.... It’s just a scratch.

FLINT: Brent, you need to take Sam back to the plane to get her an allergy shot!

Brent is kicked and punched by a group of angry chickens.

BRENT: Just a second...

SAM: What? No!

FLINT: Let go, Sam.

SAM: I’m not gonna let you go. Flint, you’ll be stuck down there.

Flint looks down into the dark pit, then back up at Sam.

FLINT: It’s not ideal, no.

SAM: (DESPERATE) Come with us. We’ll start over. We’ll live underground. Use bacon for clothes.

FLINT: Sam, that’s not a very good plan.

SAM: It is if it means I don’t have to lose you! (BEAT) Look, I like you, okay.

FLINT: Like-- Like, as a friend?

Her head still is swollen and pink.

SAM: No. Like, like you like you.

Flint is shocked. After all this time, she reciprocated.

FLINT: Me too. But about you.

A tender shared gaze. He BITES the licorice rope, falling into the blackness.

FLINT: (CONT’D) Goodbye, Sam.

SAM: Flint! No!

Sam stumbles backwards and falls. Chickens swarm her, until Brent arrives! He tosses her onto his back and races out through the tunnel, bowling over the other chickens.

BRENT: Hang on, Sam! Dr. Manny’s got the medicine for your face!

INT. FOOD ASTEROID, FOOD CAVE - DAY

FLINT: Aaaaahhh!

Flint LANDS, pulls himself up and discovers he’s in an enormous food cavern. At the center is the FLDSMDFR, in a uvula-like column of gelatin, above an undulating pit. The machine “inhales” a bunch of clouds and releases a mass of black smoke down the pit.

INT. FOOD ASTEROID, FOOD TUNNEL - DAY

Brent PANTS as he gallops down the food tunnel with Sam on his back, chased by chickens.

SAM: (GROGGY) Manny, we’re on our way, hurry...

MANNY: (V.O.) Hang on, Sam, I’m circling the blowhole.

EXT. SKY/INT. CAR-PLANE - DAY

Manny adeptly steers. THUNK, THUNK -- something hits the underside of the wings.

MANNY: Was is das?

Steve jumps up onto Manny’s face, then hides under the seat.

STEVE: Scared.

On the wing, large GUMMI BEARS pull themselves up and tear the wing apart. The plane plummets. Terrified, Steve slowly raises his head and looks out the window. His eyes open wide in shocked glee.

STEVE: Gummy Bears!

He imagines the gummy bears in sparkling light begging to be eaten.

STEVE: HUNGRYYYY!!!

Steve leaps out onto the wing, DEVOURING the gummi bears and RIPPING APART their cute Gummi bodies. Heads and limbs fly.

STEVE: Steve. HUNGRY! HUNGRY! GUMMI BEARS!

But the plane is still in a tailspin!

INT. FOOD ASTEROID, FOOD TUNNEL - DAY

Brent reaches the end of the tunnel and pauses. There’s no sign of Manny.

BRENT: Ohhhh, Manny where are you?!

ON STEVE, who rips out the heart of the last Gummi Bear and eats it.

ON BRENT, looking back FEARFULLY as the chickens close in. With no choice, he leaps out of the blowhole into mid-air, SCREAMING as he plummets... But Manny flies in at the last second and Brent SLAMS into the windshield.

INT. CAR-PLANE/EXT. SKY - CONTINUOUS

Brent lowers Sam into the plane..

BRENT: She touched a peanut or something!

INT. FOOD ASTEROID, FOOD CAVE - DAY

Flint makes his way toward the machine, HUMMING HIS SOUNDACK and moving like a kid pretending to be an action hero. He accidentally steps on a tortilla chip, CRUNCH, alerting the machine to his presence. Immediately the top half of the uvula lifts the FLDSMDFR up and it fires a GIANT CORN at Flint.

MACHINE VOICE: Corn.

The corn rips into the ground in front of him, digging a huge crater in the spot where Flint was just standing. The machine noses forward, still attached to the uvula, and uses a beam of light to scan the room for Flint -- he’s nowhere to be found. The light beam passes over a row of food embedded in one of the walls -- strawberries, hot dogs, pickles -- nothing. Except -- that’s not a hot dog, it’s Flint in a bun! But the machine doesn’t see him, and the uvula returns it to the gelatinous column to continue pumping food around the world. Flint slips out of the bun and inside a cocktail olive and runs over to a corner. He grabs items as he goes -- a strand of spaghetti, a shrimp -- and ties them tightly together...

FLINT: Grabbing. Tying. Throwing.

...then tosses the end with the shrimp through the hole of a donut hanging from the ceiling and the tail of the shrimp hooks in.

FLINT (CONT’D) Waiting...

Flint times it so the machine has just “exhaled,” then swings out on the spaghetti strand...

FLINT: Swinging!

...wrapping it around the uvula like a tetherball so that the machine can’t suck in any clouds. Flint lands right next to the machine and immediately pulls out his cell phone with the kill code.

FLINT: (CONT’D) Sorry, old friend. The kitchen’s closed!

He jams the phone into the machine’s port. But instead of the kill code, it turns out Tim sent him the CAT DJ VIDEO.

FLINT: (CONT’D) Dad, no...

Suddenly the uvula rears up, snapping the spaghetti, lifting the FLDSMDFR, and Flint has to hang on for dear life as the machine becomes a bucking bronco, flailing wildly and shooting food in all directions. Flint slips, barely holding onto one of the legs of the machine as he dangles above the huge pit. The FLDSMDFR sucks in clouds until the uvula looks like a giant balloon filling the most of the cave, and prepares to unload on Flint. All seems lost, but then he looks down at the hole and notices his feet, still covered -- at always -- in the indestructible Spray-On Shoes. His eyes go WIDE. Flint pulls out his can of SPRAY-ON SHOES...

FLINT: When it rains, you put on a coat.... Of Spray-on Shoes!!! Yeah!

...and SPRAYS the Chow Plopper, SEALING IT SHUT FOREVER. The machine bursts at the seams. Flint looks up at the machine and steels himself...then LETS GO and falls down through the food hole, out the column of black smoke with a serene smile as the machine explodes... BOOM! The explosion expands outward, following Flint down the hole. It gets closer and closer until it overtakes him.

INT. CAR-PLANE - DAY

SAM: (O.S.) (GROGGY) What’s happening... Chickens...

Manny grabs an EPI PEN and jams it into Sam’s leg and she wakes up with a start! Her swelling instantly goes down.

SAM: (CONT’D) Where’s Flint?

As they streak towards us, the meateroid EXPLODES!

SAM: (CONT’D) NOOOOOOOOOOO!!!

Brent consoles Sam with a sticky, chickeny hug.

BRENT: I know, kid. I know.

EXT. AROUND THE WORLD - DAY

Paris, London, New York -- a RIPPLE of explosive energy clears the skies. Everyone CHEERS!

EXT. OCEAN - DAY

Everyone on the boats watches the explosion clear the sky. Tim climbs out unharmed from the Port-A-Potty. He looks up at the sky and watches, hopeful, as the car-plane approaches.

EXT. CHEWANDSWALLOW - LATER

The breadboats return to shore as the car-plane lands. The island is covered with giant food. Manny, Steve, Chicken Brent and Sam emerge to CHEERS. Then Sam closes the door to the plane. Tim approaches Sam expectantly.

TIM: Flint?

SAM: (HANGS HEAD) I’m sorry.

TIM: Oh...

Tim’s face falls. He starts to tear up. Sam puts her hand on Tim’s shoulder.

SAM: Your son was a great man.

Behind them, a FLOCK OF RATBIRDS flies down from the sky. The crowd points and GASPS. Sam and Tim turn to see ratbirds gently place a smoking, woozy Flint on the ground. Flint gives the ratbirds a thumbs up. They SQUAWK their approval. Everyone runs over to HUG our hero.

FLINT: Steve!

STEVE: Steve!

BRENT: Flint!

FLINT: Brent!

STEVE: Steve.

CAL: Flint!

FLINT: Cal!

STEVE: Steve!

EARL: Flint!

FLINT: Earl!

MACARONI GUY: (MUFFLED) Flint!

FLINT: You... guy!

STEVE: Steve.

Then Sam approaches.

FLINT Sam.

SAM Flint.

FLINT Sam.

SAM Flint.

They look into each other’s eyes. Tim approaches.

TIM: Flint.

FLINT: Dad.

STEVE: Steve.

TIM: (AWKWARD) Flint... oh. When you... when you cast your line... if it’s not straight... you, umm...

Father and son stand there awkwardly. Beat.

SAM: Oh, for crying out loud.

Sam tears off Steve’s THOUGHT TRANSLATOR and puts it on Tim. Suddenly the box allows him to gush his true feelings.

TIM: (THROUGH TRANSLATOR) I’m proud of you, Flint. I’m amazed that someone as ordinary as me could be the father of someone as extraordinary as you. You’re talented, you’re a total original, and your lab is breathtaking. Your mom, she always knew you were going to be special and if she were alive today, she’d tell us both, “I told you so.” Now, look, when I take this thing off and you hear me make a fishing metaphor, just know that fishing metaphor means... (SPOKEN) I love my son.

FLINT: I love you too, dad.

Flint hugs his dad. He’s never been happier. The crowd CHEERS. Tim nudges Flint over to Sam. Flint turns to her.

FLINT: So where were we...?

SAM: You were about to kiss me.

FLINT: Were you going to kiss me back?

SAM: Why don’t you find out?

FLINT: Because I don’t want to go for it and then get shut down again.

SAM: Just kiss me!

She closes her eyes and leans in, puffing her cheeks out in the same never-kissed-anyone face Flint made earlier. Flint makes the same face and goes for it. It’s the most awkward, nerdiest, and somehow still immensely satisfying on-screen kiss ever. As we begin a huge cinematic PULL OUT, we hear...

TIM: That’s my son.

BRENT: Yeah! I’m a chicken!

We pull back through the same clouds that led us into the movie, and ratbirds fly by, WIPING to

THE END

EXT. OCEAN - DAY

The Mayor bobs on what’s left of his mostly-eaten boat, completely alone in the open ocean...

MAYOR: This was not well thought out.

Roll credits!

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