PEDDLER:    Oh I come from a land
    From a faraway place
    Where the caravan camels roam
    Where they cut off your ear /Where it's flat and immense
    If they don't like your face /And the heat is intense
    It's barbaric, but hey--it's home!
    When the wind's at your back
    And the sun's from the west
    And the sand in the glass is right
    Come on down,
    Stop on by
    Hop a carpet and fly
    To another Arabian night!

    Arabian nights
    Like Arabian days
    More often than not
    Are hotter than hot
    In a lot of good ways

    Arabian nights
    'Neath Arabian moons
    A fool off his guard
    Could fall and fall hard
    Out there on the dunes.

    Ah, Salaam and good evening to you worthy friend.
    Please, please, come closer--(Camera zooms in hitting
    peddler in face) Too close, a little too close.  (Camera
    zooms back out to CU)There.Welcome to Agrabah.  City of
    mystery, of enchantment, and the finest merchandise this
    side of the river Jordan, on sale today, come on down!
    Heh, heh.  Look at this! Yes!  Combination hookah and
    coffee maker--also makes Julienne fries.  Will not break
    (taps it on table), will not--(it falls apart)--it
    broke.  Ooohhh!  Look at this! Pulls out Tupperware) I
    have never seen one of these intact before.  This is the
    famous Dead Sea Tupperware. Listen.  (Pries it open,
    makes raspberry sound.)  Ah, still good. (Camera begins
    to pan to right.  PEDDLER hurries to catch it.)  Wait,
    don't go!  (Stop pan.)I can see that you're only
    interested in the exceptionally rare.  I think then, you
    would be most rewarded to consider...this.  (PEDDLER
    pulls the MAGIC LAMP out from his sleeve.) Do not be
    fooled by its commonplace appearance.  Like so many
    things, it is not what is outside, but what is inside
    that counts.  (Another pan, this one slower to left.
    Again, PEDDLER rushes to catch up.)  This is no ordinary
    lamp!  It once changed the course of a young man's life.
    A young man who liked this lamp was more than what he
    seemed.  A diamond in the rough.  Perhaps you would like
    to hear the tale?  (PEDDLER pours shiny sand from the
    lamp into his hand.)  It begins on a dark night (PEDDLER
    throws sand into the sky, where it forms a starry
    nightscape.) , where a dark man waits, with a dark
    purpose.

(Camera tilts down to find JAFAR sitting on his horse and IAGO
    on his shoulder.  GAZEEM comes riding up to the pair.)

JAFAR:  You...are late.
GAZEEM:A thousand apologies, O patient one.
JAFAR:  You have it, then?
GAZEEM:I had to slit a few throats to get it.  (Pulls out
        half of the medallion.  JAFAR reaches out for it,
        but GAZEEM yanks it back.)  Ah, ah, ahhh!  The treasure!
        (IAGO squawks as he flies by and grabs the medallion.)  Ouch!
JAFAR:  Trust me, my pungent friend.  You'll get what's
        coming to you.
IAGO:   What's coming to you!  Awk!

(JAFAR pulls out the second half of the medallion.  He connects
    them, and the insect medallion begins to glow.  Finally, it
    flies out of JAFAR's hand, scaring the horses, and is off
    towards the dunes.)

JAFAR:  Quickly, follow the trail!

(All ride off, following the glowing speck of light, until
    it reaches a large dune.  It separates into two and the
    halves plunge into the dune.  All that remains are two glowing
    points of light on the dune.  But then the dune begins to rise
     up, transforming into a giant lion's head, with the glowing
    points serving as the eyes.)

JAFAR:  At last, after all my years of searching,  the cave
        of wonders!
IAGO:       Awk!  Cave of wonders!
GAZEEM: By Allah!
JAFAR:  Now, remember!  Bring me the lamp.  The rest of the
        treasure is yours, but the lamp is mine!

(GAZEEM starts to approach the lion's mouth, which forms the
    entrance to the cave.  He chuckles as he goes.)

IAGO:   Awk, the lamp!  Awk,  the lamp!  (Now that IAGO and
    JAFAR are alone, IAGO opens up in normal English.)
    Jeez, where'd ya dig this bozo up?

(JAFAR puts his finger to his lips and shushes him.  GAZEEM reaches
    the cave, but is blown away by the roar of the cave's speaking.)

CAVE:       Who disturbs my slumber?
GAZEEM: It is I, Gazeem, a humble thief.
CAVE:       Know this.  Only one may enter here.  One whose
        worth lies far within.  A diamond in the rough.

(GAZEEM turns to JAFAR with a questioning look.)

JAFAR:  What are you waiting for?  Go on!

(GAZEEM hesitates, then moves one foot inside the cave.  With
    great apprehension, he plants his foot down.  Nothing happens.
      Relieved, he begins his trek again.  Then another roar comes.
     He turns back, but the lion's mouth slams shut and the dune
    collapses back to normal.  All that are left are JAFAR, IAGO,
     and the two separated halves of the medallion.)

CAVE:       Seek thee out, the diamond in the rough.

(IAGO unburied himself from the sand, coughing as he does so.)

IAGO:       I can't believe it.  I just don't believe it. We're
        never gonna get a hold of that stupid lamp!  Just
        forget it.  Look at this.  Look at this.  I'm so
        ticked off that I'm molting!  (He flies up to
        JAFAR's shoulder.)
JAFAR:  Patience, Iago.  Patience.  Gazeem was obviously
        less than worthy.
IAGO:       (Extremely sarcastically) Oh, there's a big
        surprise.  That's an incred--I think I'm gonna have
        a heart attack and die from not surprise!  What're
        we gonna do?  We got a big problem here,a big prob-
        (JAFAR pinches his beak shut.)
JAFAR:  Yes, we do.  Only one may enter.  I must find this
        one, this...diamond in the rough.

(Cut to a rooftop, where ALADDIN rushes up to the edge, carrying
    a loaf of bread.  He almost drops it over the edge.)

GUARD:  Stop, thief!  I'll have your hands for a trophy,
        street rat!
ALADDIN:    (Looks back, then down, then at the bread.)  All
        this for a loaf of bread?

(He jumps off, landing on two ropes strung between buildings, with
    drying clothes on them.  He skies down them, collecting bits
    and pieces of clothing on him as he goes.  Finally, he's
    nearing the end of the rope, at a window, when a woman reaches
     out and slams the shutters closed.  ALADDIN slams into the
    shutters and falls to the street, his fall being broken by
    numerous awnings and the pile of clothes around him.  He pulls
     off the top layer of clothes and is about to enjoy his bread
    when...)

GUARD 1:    There he is!
GUARD 2:    You won't get away so easy!
ALADDIN:    You think that was easy?

(He looks at three women, laughing at him.)

GUARD 1:    You two, over that way, and you, with me.  We'll
        find him.

(ALADDIN pulls a sheet over him and wraps himself as a disguise.
    He rushes over to the women.)

ALADDIN:    Morning, ladies.
WOMAN 1:    Getting into trouble a little early today, aren't
        we Aladdin?
ALADDIN:    Trouble?  No way.  You're only in trouble if you
        get caught--

(A hand grabs ALADDIN's shoulder and yanks him back.  It's the
    first GUARD.  ALADDIN's disguise falls off.)

ALADDIN:    I'm in trouble!
GUARD:  ...and this time--(A screeching sound from ABU,
        then the guard's turban is pulled down over his
        eyes.  ABU dances on the GUARD's head, laughing.)
ALADDIN:    Perfect timing, Abu!
ABU:        Hello!
ALADDIN:    Come on, let's get outta here!
        Gotta keep...one jump ahead of the breadline
        One swing ahead of the sword
        I steal only what I can't afford
        That's everything!

(ALADDIN battles a GUARD wielding a sword.  He dodges a couple of
    swings, then pulls down the GUARD's pants.  ABU raspberries the
    GUARD, then dodges an attack.  The GUARD swings at ALADDIN,
    but destroys a barrel of fish.  As ALADDIN runs off, the GUARD
     pulls a fish over his lower body as a pair of pants.)

        One jump ahead of the lawmen
        That's all, and that's no joke
        These guys don't appreciate I'm broke!

(ALADDIN and ABU scamper up a pile of barrels, then kick one down
    on top of another GUARD.)

GUARDS: (one at a time) Riffraff! Street rat!
        Scoundrel! Take that!
ALADDIN:    Just a little snack, guys!

(ALADDIN scampers to the top of a platform. The GUARDS shake the
    platform back and fro trying to knock him off.)

GUARDS: Rip him open, take it back guys!
ALADDIN:    I can take a hint, gotta face the facts
        You're my only friend, Abu!
WOMEN:  Who?!?

(ALADDIN jumps off the platform to certain death, only to grab ABU's
    hands like an acrobat.  The pair swing into a harem.)

        Oh, it's sad Aladdin's hit the bottom
        He's become a one-man rise in crime

(ABU finds a plate full of fruit and stuffs his mouth full like a
    chipmunk.)

WOMAN:  I'd blame parents, except he hasn't got 'em!
ALADDIN:    Gotta eat to live, gotta steal to eat
        Tell you all about it when I got the time!

(ALADDIN and ABU exit.  Cut to MUSCLEMAN flexing to a crowd.  The
    GUARDS rush past.  Cut to ALADDIN and ABU behind the MUSCLEMAN,
     matching his moves, until they make a mistake and are discovered.)

        One jump ahead of the slowpokes
        One skip ahead of my doom
        Next time gonna use a nom de plume.
        One jump ahead of the hitmen
        One hit ahead of the flock
        I think I'll take a stroll around the block.

(A chase sequence, in which ALADDIN and ABU, pursued by the GUARDS,
    race through a flock of sheep, hurdle a MAN sleeping on a bed of
    nails {of course one extremely large GUARD lands on him}.  ABU
     disguises himself with jewels until a SHOPKEEPER discovers him.

CROWD:  Stop, thief! Vandal!
        Outrage! Scandal!
ALADDIN:    Let's not be too hasty

(ALADDIN is surrounded by GUARDS in front of a door. The door opens
    and a large, ugly LADY comes out.)

LADY:   Still I think he's rather tasty

(ALADDIN tumbles away, then puts his arm around a GUARD, acting
    like they're all chums.)

ALADDIN:    Gotta eat to live, gotta steal to eat
        Otherwise we'd get along!
GUARDS: WRONG!

(They all jump into a pile and fight.  When they stop, ALADDIN and
    ABU are gone.  They are sneaking away in barrels.  They run
    across a flaming pit, followed by GUARDS who hop up and down,
    screaming in pain as they cross the rocks.  ALADDIN and ABU
    pass a SWORD SWALLOWER, then ABU goes back, pulls the sword
    out of the SWALLOWER's mouth.  ABU advances on the guards,
    who retreat in fear.)

GUARD 1:    He's got a sword!
GUARD 2:    You idiot--we've ALL got swords!!

(ABU sets the sword down gently, then runs.  ALADDIN and ABU are
    once again surrounded, with GUARDS coming from left and right.
      He jumps up and climbs a robe trick being done on the street,
     as the GUARDS all crash into each other.)

ALADDIN:    One jump ahead of the hoofbeats!
CROWD:  Vandal!
ALADDIN:    One hop ahead of the hump!
CROWD:  Street rat!
ALADDIN:    One trick ahead of disaster
CROWD:  Scoundrel!
ALADDIN:    They're quick--but I'm much faster
CROWD:  Take that!

(The GUARDS chase ALADDIN up a staircase into a room.  He grabs a
     carpet and jumps out the window)

ALADDIN:    Here goes, better throw my hand in
        Wish me happy landin'
        All I gotta do is jump!

(The GUARDS follow him out the window, but they go straight down to
     the street, and land in a pile with the sign "Crazy Hakim's
    Discount Fertilizer."  ALADDIN uses the carpet as a parachute
    to land safely and out of danger. ALADDIN and ABU high-five each
    other.)

ALADDIN:    And now, esteemed effendi, we feast!  All right!

(ALADDIN breaks the bread in two and gives half to ABU, who begins
    to eat.  But ALADDIN looks over and sees two young children
    rummaging through the garbage for food.  The GIRL sees him, then
    drops her find and tries to hide.  ALADDIN looks at them, then
    the bread, then at ABU.)

ABU:        Uh-oh!

(ABU takes a big bite of his food, but ALADDIN gets up and walks
    over to the children.  The GIRL pulls her brother back.)

ALADDIN:    Here, go on--take it.

(The children giggle with delight.  ABU tries to swallow his bite,
    then looks guilty. He walks over to the children and offers his
     bread to them.  In delight, they pet him on the head.)

ABU:        Ah, don't.  Huh?

(ABU sees ALADDIN walking into the daylight, where there is a parade
    going on.ALADDIN peers over the shoulders of people.  He sees
    PRINCE ACHMED riding on a horse.)

BYSTANDER 1:    On his way to the palace, I suppose.
BYSTANDER 2:    Another suitor for the princess.

(ALADDIN is startled as the two children come running out from the
    alley. The BOY runs out in front of the PRINCE's horse,
    startling it.)

PRINCE: Out of my way, you filthy brat!

(The PRINCE brings up his whip to attack the children, but ALADDIN
    jumps in front of them and catches the whip.)

ALADDIN:    Hey, if I were as rich as you, I could afford some manners
PRINCE: Oh--I teach you some manners!

(The PRINCE kicks ALADDIN into a mud puddle. The crowd laugh at him.)

ALADDIN:    Look at that, Abu.  It's not every day you see a
        horse with two rear ends!

(The PRINCE stops and turns back to ALADDIN.)

PRINCE: You are a worthless street rat.  You were born a
        street rat, you'll die a street rat, and only
        your fleas will mourn you.

(ALADDIN rushes the PRINCE, but the doors to the castle slam shut
    in his face.)

ALADDIN:    I'm not worthless.  And I don't have fleas.  Come
        on, Abu.  Let's go home.

(ALADDIN makes the climb to his home with the view, then tucks in
    ABU for the night.)

ALADDIN:    Riffraff, street rat.
        I don't buy that.
        If only they'd look closer
        Would they see a poor boy?  No siree.
        They'd find out, there's so much more to me.

(He pulls back a curtain to reveal the beautiful palace.)

        Someday, Abu, things are gonna change.  We'll be
        rich, live in a palace, and never have any problems
        at all.

(Dissolve to same shot during day.  Cut to int. of SULTAN's chamber.
     The door bursts open, and PRINCE ACHMED storms in, missing the
    rear end of his pants.)

PRINCE: I've never been so insulted!

SULTAN: Oh, Prince Achmed.  You're not leaving so soon, are
        you?

PRINCE: Good luck marrying her off!

SULTAN: Oh, Jasmine!  Jasmine!  Jasmine!  (The SULTAN goes
        off into the garden looking for his daughter.  He
        finds her, but is interrupted by RAJAH, JASMINE's
        pet tiger, who blocks him off.  RAJAH has a piece
        of the PRINCE's undershorts in his mouth.The SULTAN
        grabs the cloth and yanks it out of RAJAH's mouth.)
        Confound it, Rajah!  So, this is why Prince Achmed
        stormed out!
JASMINE:    Oh, father.  Rajah was just playing with him,
        weren't you Rajah.  (RAJAH comes over and allows
        JASMINE to pet and hug him.)  You were just playing
        with that overdressed, self-absorbed Prince Achmed,
        weren't you?  (She cuddles with RAJAH, enjoying the
        moment, until she looks up at her angry father. )
        Ahem.
SULTAN: Dearest, you've got to stop rejecting every suitor
        that comes to call.  The law says you...
BOTH:       ...must be married to a prince.

(They walk over to a dove cage.)

SULTAN: By your next birthday.
JASMINE:    The law is wrong.
SULTAN: You've only got three more days!
JASMINE:    Father,  I hate being forced into this.  (She takes
        a dove out of the cage and pets it.) If I do marry,
        I want it to be for love.
SULTAN: Jasmine, it's not only this law.  (She hands him
        the dove, and he puts it back in the cage.) I'm not
        going to be around forever, and I just want to make
        sure you're taken care of, provided for.
JASMINE:    Try to understand.  I've never done a thing on my
        own. (She swirls her finger in the water of the
        pond, petting the fish.)I've never had any real
        friends. (RAJAH looks up at her and growls.)
        Except you, Rajah.  (Satisfied, he goes back to
        sleep.)  I've never even been outside the palace
        walls.
SULTAN: But Jasmine, you're a princess.
JASMINE:    Then maybe I don't want to be a princess.  (She
        splashes the water.)
SULTAN: Oooohhh!  Allah forbid you should have any
        daughters!

(RAJAH looks up and thinks for a second.  JASMINE goes to the dove
    cage and yanks open the door.  The birds fly off into freedom.
      She watches them go.  Cut to int. of SULTAN's chambers.)

SULTAN: I don't know where she gets it from.  Her mother
        wasn't nearly so picky.  (A shadow falls over him.
        He looks up startled and sees JAFAR.)  Ooh, oh.
        Ah, Jafar--my most trusted advisor.  I am in
        desperate need of your wisdom.
JAFAR:  My life is but to serve you, my lord.  (He bows.)
SULTAN: It's this suitor business.  Jasmine refuses to
        choose a husband.  I'm at my wit's-end.
IAGO:   (In the parrot voice) Awk!  Wit's-end.
SULTAN: Oh, ha ha.  Have a cracker, pretty polly!  (He
        pulls a cracker out from his pocket.  IAGO looks
        terrified.  Then the SULTAN stuffs it in IAGO's
        mouth.  IAGO grimaces as he tries to eat it.  JAFAR
        and the SULTAN both laugh.)
JAFAR:  Your majesty certainly has a way with dumb animals.
        (IAGO glares at him.)  Now then, perhaps I can
        divine a solution to this thorny problem.
SULTAN: If anyone can help, it's you.
JAFAR:  Ah, but it would require the use of the mystic blue
        diamond.
SULTAN: Uh, my ring?  But it's been in the family for
        years.
JAFAR:  It is necessary to find the princess a suitor.
        (JAFAR says the word 'princess' with the accent on
        the second syllable, "cess."  He turns his staff
        with a cobra head towards the SULTAN.  The eyes of
        the staff begin to glow. The room darkens, JAFAR's
        voice slows down and deepens.  The SULTAN's eyes
        get a hypnotized look.)  Don't worry.  Everything
        will be fine.
SULTAN: Everything...will be...fine.
JAFAR:  The diamond.
SULTAN: Here, Jafar. Whatever you need will be fine.

(The SULTAN removes his ring and hands it to JAFAR. The room returns
    to normal as JAFAR pulls back the staff.)

JAFAR:  You are most gracious, my liege.  Now run along and
        play with your little toys.
SULTAN: (Still hypnotized)  Yes...that'll be...pretty good.

(JAFAR and IAGO exit.  We follow them. When they're out of the room,
    the parrot spits out the cracker.)

IAGO:       I can't take it anymore!  If I gotta choke down on
        one more of those moldy, disgusting crackers...bam!
        Whack!

(JAFAR pulls a rope, which reveals a hidden entrance to his chambers.)

JAFAR:  Calm yourself, Iago.
IAGO:       Then I'd grab him around the head.  Whack! Whack!
JAFAR:  (Speaking over IAGO.)  Soon, I will be sultan, not
        that addlepated twit.
IAGO:       And then I stuff the crackers down his throat!  Ha
        ha!

(The pair pass through a door and slam it shut.  Diss. to ext. gardens
    at night.  A shadowy figure walks through.  We see it is JASMINE
    in disguise.  She reaches the palace wall, then begins to climb it.
      She is tugged from behind by RAJAH.)

JASMINE:    Oh, I'm sorry, Rajah.  But I can't stay here and
        have my life lived for me.  I'll miss you.(She
        begins to climb again, and is helped up by RAJAH,
        who begins to whine and whimper.)  Good bye!

(She disappears over the wall. Cut to daytime on the street  ALADDIN
    and ABU are up to their capers again.  They are on top of the
    awning of a fruit stand.)

ALADDIN:        Okay, Abu.  Go!

(ABU dips over the edge and looks at the PROPRIETOR.)

PROPRIETOR: (To passing crowd)  Try this, your taste buds
            will dance and sing. (ABU grabs a melon and
            hangs there, distracting his attention.)  Hey,
            get your paws off that.
ABU:            Blah blah blah!
PROPRIETOR: Why, you!  Get away from here, you filthy ape!

(He grabs the melon away from ABU.  But in the foreground, ALADDIN
    dips down and snatches another melon from the stand.)

ABU:            Bye bye!

(He zings back up.  The PROPRIETOR takes the melon to the front,
    where he places it on top of a stack.  He looks confused, like
    he has just done this.)

ALADDIN:    Nice goin' Abu.  Breakfast is served.

(ALADDIN and ABU on the roof break open the melon and eat.  We see J
    ASMINE walking through the street.)

SHOPKEEPER 1:   Pretty lady, buy a pot.  No finer pot in brass
            or silver.
SHOPKEEPER 2:   Sugar dates, sugar dates and figs!  Sugar
            dates and pistachios!
SHOPKEEPER 3:   Would the lady like a necklace.  A pretty
            necklace for a pretty lady.

(She is charmed by the action, but is startled by a fish thrust
    into her face.)

SHOPKEEPER 4:   Fresh fish!  We catch 'em, you buy 'em!
JASMINE:    I don't think so.  (She backs away, but bumps into
        a fire eater, who is startled into swallowing his
        fire.)  Oh, excuse me.  (He gulps, then belches
        fire from his mouth.  JASMINE is disgusted.  He is
        pleased and taps his stomach.  ALADDIN sees her,
        and a strange look comes over his face.)  I'm
        really very sorry.
ALADDIN:    (He's obviously deeply in love with her.)  Wow!

(She pulls the hood of her cloak over her head.  ABU sees him and
    jumps up on his shoulder, waving his hand in front of ALADDIN's
    face.)

ABU:        Uh oh.  Hello?  Hello?

(JASMINE stops at the fruit stand and sees a young homeless child
    reaching for a piece of fruit.  She picks one up and gives it to
    him.)

JASMINE:        Oh, you must be hungry.  Here you go.  (The
            boy runs off.)
PROPRIETOR: You'd better be able to pay for that.
JASMINE:        (Mystified) Pay?
PROPRIETOR: No one steals from my cart!
JASMINE:        Oh, I'm sorry sir.  I don't have any money.
PROPRIETOR: Thief!
JASMINE:        Please, if you let me go to the palace, I can
            get some from the Sultan.
PROPRIETOR: Do you know what the penalty is for stealing?

(He takes her hand and pins it down on the table, intending to
    chop it off.)

JASMINE:        No, no please!

(The sword drops, but his hand is stopped by ALADDIN's.)

ALADDIN:        Thank you kind sir.  I'm so glad you've found
            her. I've been looking all over for you.
JASMINE:        (whispering) What are you doing?
ALADDIN:        (whispering back) Just play along.
PROPRIETOR: You know this girl?
JASMINE:        Sadly, yes.  She is my sister.  She's a little
            crazy.  (He circles his finger around his ear.
            She is shocked.  The PROPRIETOR grabs him by
            the vest.)
PROPRIETOR: She said she knows the Sultan!
ALADDIN:        She thinks the monkey is the Sultan.

(ABU is picking a pocket.  He hears this, then straightens up.
    JASMINE, playing along, kneels and bows to ABU.)

JASMINE:        Oh, wise Sultan.  How may I serve you?
ABU:            Well, blah blah blah blah.
ALADDIN:        Tragic, isn't it?  (He leans forward, picking
            up another apple from the cart with his
            foot.) But, no harm done.  (Walks over to
            Jasmine.)  Now come along sis. Time to see the
            doctor.
JASMINE:        (To a camel standing nearby) Oh, hello doctor.
            How are you?
ALADDIN:        No, no, no. Not that one. (To ABU, whose
            pockets are bulging.) Come on, Sultan.

(ABU bows to the crowd and everything he's stolen from the cart falls
    out.)

PROPRIETOR: Huh?  What is it?  (ABU picks up what he can
            carry, and the trio run off.) Come back here,
            you little thieves!

(Cut to int. of JAFAR's lab.  IAGO is running on a gear in a bizarre
    contraption.  At the top of the contraption is a storm brewing.)

IAGO:       (huffing and puffing)  With all due respect, your
        rottenness, couldn't we just wait for a real storm?
JAFAR:  Save your breath, Iago.  Faster!  (He places the
        SULTAN's ring in the contraption.)
IAGO:       Yes, o mighty evil one.

(IAGO runs faster.  A lightning bolt streaks through the ring, passing
    into an hourglass below.  The sands begin to swirl.)

JAFAR:  Ah, sands of time--reveal to me the one who can
        enter the cave.  (The sand in top forms the Cave of
        Wonders.  It falls through into a storm, but it
        shows ALADDIN climbing up a ladder, followed by
        JASMINE who is covered in her cloak.) Yes, yes!
        There he is.  My diamond in the rough!
IAGO:       That's him?!?!   That's the clown we've been
        waitin' for? (IAGO loses his footing and is sucked
        into the gears.)
JAFAR:  Let's have the guards extend him an invitation to
        the palace, shall we?

(IAGO goes flying past and slams into the wall upside down.)

IAGO:   Swell.

(JAFAR laughs hideously, and the camera zooms in on the sandstorm with
    ALADDIN in it.  Finally, we dissolve into the real ALADDIN climbing
    to the top of the ladder, followed by JASMINE.)

ALADDIN:    Almost there.

(JASMINE climbs over the top, but trips and falls into ALADDIN's arms.
    She stands up.)

JASMINE:    I want to thank you for stopping that man.
ALADDIN:    Uh, forget it.  (He grabs a pole.)  So, uh, this is
        your first time in the marketplace, huh?

(ALADDIN pole vaults to the next building, leaving JASMINE behind.)

JASMINE:    Is it that obvious?
ALADDIN:    Well, you do kinda stand out.  (He stares at her,
        still in love.  She returns the look.  But he
        realizes what he is doing, and returns to normal.)
        I mean, uh, you don't seem to know how dangerous
        Agrabah can be. (He lays a plank between the
        buildings for her to walk over, but as he is leaned
        down, she vaults over his head.  He looks back in
        surprise.  She tosses the pole to him.  Both
        ALADDIN's and ABU's eyes bulge.)
JASMINE:    I'm a fast learner.
ALADDIN:    Right.  C'mon, this way.  (They go inside the roof
        of a building, dodging planks and beams as they
        go.)  Whoa.  Watch your head there.  Be careful.
JASMINE:    Is this where you live?
ALADDIN:    Yep.  Just me and Abu.  Come and go as we please.
JASMINE:    Fabulous.
ALADDIN:    Well, it's not much, (he pulls back the curtain and
        exposes the palace) but it's got a great view.
        Palace looks pretty amazing, huh?
JASMINE:    Oh, it's wonderful.
ALADDIN:    I wonder what it would be like to live there, to
        have servants and valets...
JASMINE:    Oh, sure.   People who tell you where to go and how
        to dress.
ALADDIN:    It's better than here.  Always scraping for food
        and ducking the guards.
JASMINE:    You're not free to make your own choices.
ALADDIN:    Sometimes you feel so--
JASMINE:    You're just--
BOTH:       (in unison) --trapped.

(They look at each other, realizing that they're perfect for one
    another.  But ALADDIN then realizes where he is, and breaks the
    look.  He takesthe apple out of ABU's hand and rolls it down his
    arm into the hand of JASMINE.)

ALADDIN:    So, where're you from?
JASMINE:    What does it matter?  I ran away, and I am not
        going back.
ALADDIN:    Really?  (He takes a bite from the apple in his
        hand, then hands it to ABU, who has a disgusted
        look on his face.)
ABU:        Why you!

(ALADDIN walks over and sits next to JASMINE.)

JASMINE:    My father's forcing me to get married.
ALADDIN:    That's--that's awful.  (ABU appears from behind the
        princess and tries to steal the apple.) Abu!

(ABU races up to a higher point, chattering and cursing as he goes.)

JASMINE:    What?
ALADDIN:    Abu says that--uh--that's not fair.
ABU:        What?
JASMINE:    Oh did he?
ALADDIN:    Yeah, of course.
JASMINE:    And does Abu have anything else to say?
ALADDIN:    Well, uh, he wishes there was something he could do
        to help.
ABU:        Oh, boy!
JASMINE:    Hmm, tell him that's very sweet.

(ALADDIN and JASMINE have been getting closer and closer, until
    ALADDIN leans in to kiss her.  He is interrupted, however,
    by the GUARDS, who have found them.)

GUARD:  Here you are!
ALADDIN and JASMINE:    They've found me!  (To each other) They're
                after you?
JASMINE:    My father must have sent them--
ALADDIN:    Do you trust me?
JASMINE:    What?
ALADDIN:    Do you trust me? (He extends his hand)
JASMINE:    Yes. (She takes it.)
ALADDIN:    Then jump!

(They both jump off the roof, fall and land in a pile of salt.  They
    try to get away, but the exit is blocked by a GUARD.)

GUARD:  We just keep running into each other, don't we,
        street rat?

(Again, the GUARD's turban is pulled down by ABU, but more guards are
    here and block the exit.  The first GUARD pulls ABU off his head and
     throws him in a vase.  Three other GUARDS grab ALADDIN.)

GUARD:  It's the dungeon for you, boy.
ALADDIN:    Hey, get off of me!
JASMINE:    Let go of him.
GUARD:  (Not realizing she is the princess) Look what we
        have here, men--a street mouse.  (He throws her
        down.)
JASMINE:    (standing up and pulling off the hood of her cloak)
        Unhand him, by order of the princess.

(The GUARDS suddenly stop and bow, forcing ALADDIN to bow as well.)

GUARD:  Princess Jasmine.
ALADDIN:    The princess?
ABU:        (peeking out from the vase) The princess?
GUARD:  What are you doing outside the palace?  And with
        this street rat?
JASMINE:    That's not your concern.  Do as I command.  Release
        him!
GUARD:  Well, I would, princess, but my orders come from
        Jafar.  You'll have to take it up with him.

(The GUARDS drag ALADDIN out, bowing as they go.)

JASMINE:    (getting a very pissed-off look) Believe me, I
        will.

(Cut to int. of palace, JAFAR emerging from his secret chambers.  He
    slides the door shut carefully, but the princess comes storming
    in before he is finished.  He slams it shut, pinning IAGO inside
    the door frame.)

JASMINE:    Jafar?
JAFAR:  Oh, uh, princess.
IAGO:       Awk! Jafar, I'm stuck!
JAFAR:  How may I be of service to you? (He spreads out his
        cape, hiding the door.)
JASMINE:    The guards just took a boy from the market, on your
        orders.
JAFAR:  Your father's charged me with keeping peace in
        Agrabah.  The boy was a criminal.
JASMINE:    What was the crime?
IAGO:       I can't breathe, Jafar!
JAFAR:  Why, kidnapping the princess, of course.
IAGO:       If you could just--(JAFAR kicks him back inside the
        door and it slams shut)--wow, that hurt!
JASMINE:    He didn't kidnap me! I ran away!
JAFAR:  (Walking away as if shocked) Oh, dear!  Oh, why
        frightfully upsetting.  Had I but known.
JASMINE:    What do you mean?
JAFAR:  Sadly, the boy's sentence has already been carried
        out.
JASMINE:    What sentence?
JAFAR:  (with a sinister tone)  Death.  (JASMINE gasps.)
        By beheading.
JASMINE:    No!  (She collapses to the floor.)
JAFAR:  I am exceedingly sorry, princess.
JASMINE:    How could you?  (She runs from the room crying.)

(IAGO finally makes it out through the door.  He flies up and lands on
    JAFAR's shoulder, coughing.)

IAGO:       So, how did  it go?
JAFAR:  I think she took it rather well.  (They both get a
        sinister smile on their faces.)

(Diss. to JASMINE at night, crying at the edge of the fountain.  RAJAH
    comes over to comfort her.  She pets him.)

JASMINE:    It's all my fault, Rajah.  I didn't even know his
        name.

(Cut to int. of dungeon.  Rats scurry by, and we descend until we see
    ALADDIN chained to the wall.)

ALADDIN:    (to himself) She was the princess.  I don't believe
        it.  I must have sounded so stupid to her.
ABU:        (from a distance) Yoo-hoo!  Aladdin? Hello!

(ABU appears at the window at the top of the dungeon.)

ALADDIN:    Abu!  Down here!  Hey, c'mon--help me outta these.

(ABU stops, then begins chattering wildly, dropping to the ground.  He
     wraps a cloth around his head and makes his eyes big in an
     imitation of the princess.)

ALADDIN:    Hey, she was in trouble.  Ah, she was worth it.

(ABU jumps up on ALADDIN's shoulders and pulls a small set of tools
    out of his pocket, then frees ALADDIN.)

ABU:        Yeah, yeah, yeah.
ALADDIN:    Don't worry, Abu.  I'll never see her again.  I'm a
        street rat, remember, and there's a law. She's
        gotta marry a prince, she deserves it.

(ABU finally frees ALADDIN's hands.)

ABU:        Ta da!
ALADDIN:    (Rubbing his wrists) I'm a--I'm a fool
OLD MAN:    You're only a fool if you give up, boy.

(We see an OLD MAN sitting in the corner that neither ALADDIN nor ABU
    have seen before.)

ALADDIN:    Who are you?
OLD MAN:    A lowly prisoner, like yourself.  But together,
        perhaps we can be more.
ALADDIN:    I'm listening.
OLD MAN:    There is a cave, boy.  A cave of wonders.  Filled
        with treasures beyond your wildest dreams.
        Treasure enough to impress even your princess, I'd
        wager.

(Listeners will note that the OLD MAN pronounced the word
    'princess' as "prin-CESS" rather than the standard pronunciation
     of "PRIN-cess."   The OLD MAN turns his back, and IAGO sticks
    his head out of JAFAR's "old man" disguise.)

IAGO:       Jafar, can ya hurry it up?  I'm dyin' in here!
ALADDIN:    But the law says that only a prince can marry--
OLD MAN:    You've heard of the golden rule, haven't you boy?
        Whoever has the gold makes the rules.(He grins,
        showing a hideously bad mouth.)
ALADDIN:    So why would you share all of this wonderful
        treasure with me?
OLD MAN:    I need a young man with strong legs and a strong
        back to go in after it.
ALADDIN:    Ah, one problem.  It's out there, we're in here?

(The OLD MAN walks to a wall and pushes open a hidden exit.)

OLD MAN:    Mmm, mmm, mmm.,  Things aren't always what they
        seem.  So, do we have a deal?

(ALADDIN looks at ABU, who shrugs his shoulders.)

ABU:        Oh, hmm.

(Cut to desert scene.  We see ALADDIN leading a horse with the
    OLD MAN and ABU on it.  Diss. to cave of wonders.)

CAVE:       Who disturbs my slumber?
ALADDIN:    It is I, Aladdin.
CAVE:       Proceed.  Touch nothing but the lamp.

(The cave opens up with a roar, and a staircase appears in front of
    ALADDIN. )

OLD MAN:    Remember, boy--first fetch me the lamp, and then
        you shall have your reward.
ALADDIN:    C'mon, Abu.  (to ABU hiding under the shoulder of
        his vest.)

(ALADDIN begins to descend the staircase.  He reaches the bottom
    and enters a golden chamber filled with treasure.)

ALADDIN:    Would ya look at that!
ABU:        Uh oh!
ALADDIN:    Just a handful of this stuff would make me richer
        than the sultan!

(ABU peeks out, sees the treasure, then bolts for it.)

ALADDIN:    Abu!

(ABU stops in mid run, hovering over a rug on the floor.)

ALADDIN:    Don't...touch...anything!  We gotta find that lamp.

(They begin to make their way through the room when the CARPET rises
    off the floor and begins following them.  ABU gets the feeling
    they're being followed.)

ABU:        Huh?

(He turns, and the CARPET lies flat on the floor.  He continues, and
    the CARPET begins to follow again.  Again, ABU turns back, but the
     CARPET is rolled up and leaning against a pile of treasure. ABU
     runs to ALADDIN and tugs his pant leg.)

ABU:        Aladdin!  Aladdin!
ALADDIN:    Abu, will ya knock it off?

(Again the CARPET follows, but this time, when ABU turns, the carpet
    jumps to the other side.  It reaches down with a tassel and pulls
    ABU's tail.  When ABU jumps around, CARPET again goes to the other
     side.  This time, ABU lands in a karate stance.  CARPET reaches
    down and plucks ABU's hat off, then puts it on himself.  ABU sits
    thinking for a second, until CARPET waves a tassel in front of his
     face.  ABU and CARPET both jump scared, and run away.  ABU tackles
     ALADDIN and turns his head to look at the CARPET.)

ALADDIN:    Abu, what are you--crazy?

(The CARPET peeks out from behind a pile of treasure.)

ALADDIN:    A magic carpet!  C'mon.  C'mon out.  I'm not gonna
        hurt you.

(The CARPET slowly comes out, shyly, then picks up ABU's hat and dusts
    it off.  It flies over to ALADDIN and hands the hat to ABU next to
     him.  ABU screeches, and jumps onto ALADDIN's shoulder.)

ALADDIN:    Take it easy, Abu.  He's not gonna bite.

(The CARPET again picks up ABU's hat and hands it to him.  ABU shakes
    his fist and screeches at it.  CARPET begins to walk away, "sadly.")

ALADDIN:    Hey, wait a minute.  Don't go.  Maybe you can help
        us.  (CARPET looks back, excited. It then flies
        over and wraps around the pair.)  Hey, whoa!  You
        see, we're trying to find this lamp.  (CARPET
        motions for them to follow it.)  I think he knows
        where it is.

(They pass through a long cave, until they emerge in a giant
    underground cavern.  In the centre of the room is a tall pillar,
     with a staircase going up to it.  It is surrounded by water
     with unevenly placed stones forming a bridge.  At the top of
    the pillar is a beam of light.  ALADDIN begins to cross the bridge.)

ALADDIN:    Wait here!
ABU:        Oh.  Huh?

(ABU sees a shrine with a golden monkey.  The outstretched paws hold a
    giant ruby.  ABU is hypnotically drawn to it.   ALADDIN climbs the
     stairs quickly.  CARPET sees ABU and grabs his tail trying in vain
     to hold him back.  ALADDIN finally reaches the MAGIC LAMP.)

ALADDIN:    This is it?  This is what we came all the way down
        here to--  (He looks down and sees ABU break free
        of CARPET's hold and lunge toward the jewel.)  Abu-
        NO!

(ABU grabs the jewel.  There is a rumbling and the room begins to
    shake.)

CAVE VOICE: Infidels!
ABU:            Uh oh!
CAVE VOICE: You have touched the forbidden treasure.  (ABU
               places the jewel back into the paw, but the jewel
                and the shrine melt into lava.) Now you
                will never again see the light of day!

(ALADDIN races down the steps, but they flatten into a ramp, and he
    skies down until he flies into the air.  The water has turned into
     lava.  He is falling toward it, when all of a sudden CARPET appears
    and catches him.   ABU is standing on one of the rocks of the
    bridge. He looks left and right and sees rocks exploding into lava.
    Then CARPET races over and ALADDIN grabs him, just as the last rock
     is exploding.)

ALADDIN:    Whoa!  Carpet, let's move!

(Together, they race back through the caves dodging walls and falling
    debris.  ABU grabs ALADDIN's head and covers his eyes.)

ALADDIN:    Abu, this is no time to panic!  (He pulls ABU off
        his head and sees they are flying into a wall.)
        Start panicking.

(CARPET goes into a dive, then through another cave.  Finally, they
    emerge through the internal entrance.  Outside, the cave begins to
     growl and close.  CARPET and company are almost to the top when a
    boulder drops on carpet, sending it to the floor.  ALADDIN  grabs
    onto the rock wall and holds on.  He sees the OLD MAN at the top,
    within reach.)

ALADDIN:    Help me out!
OLD MAN:    Throw me the lamp!
ALADDIN:    I can't hold on.  Give me your hand.
OLD MAN:    First give me the lamp!

(ALADDIN reaches in and pulls out the MAGIC LAMP.  He hands it up, a
    nd the OLD MAN raises it above his head.)

OLD MAN:    Ha ha ha ha!  Yes!  At last!  Ha ha ha ha!

(ALADDIN has climbed out with the assistance of ABU.  But the OLD
     MAN kicks aside ABU and grabs ALADDIN's wrist.)

ALADDIN:    What are you doing?
OLD MAN:    Giving you your reward.  (JAFAR returns to his
        normal voice.) Your eternal reward.

(He pulls out a crooked dagger and is about to stab ALADDIN, when
    ABU bites him on the wrist.  He screams, but lets go of ALADDIN,
     who falls into the cave.  OLD MAN throws ABU into the cave as
     well.  They fall.  CARPET sees this, but is pinned under a
     boulder.  It struggles to break free, then does.  It races
     up and catches ALADDIN, but he has already hit the wall several
    times, and is unconscious.  On the surface, the cave roars one
    final time, then sinks back into the sand.  JAFAR pulls off
     his disguise.)

JAFAR:  Heh heh heh! It's mine.  It's all mine! I (He can't
        find it in his pocket)--- where is it?  No. NO!!

(Kiss fade to JASMINE's bedroom.  She is sitting on her bed, next
    to RAJAH who looks sad. The SULTAN walks in.)

SULTAN: Jasmine?  Oh, dearest.  What's wrong?
JASMINE:    Jafar...has...done something... terrible.  (She
        looks as if she's been crying.)
SULTAN: There, there, there, my child--we'll set it right.
        Now, tell me everything.

(Cut to int. of cave.  ALADDIN lies unconscious on the CARPET.
    ABU tries to wake him.)

ABU:        Oh, oh. Aladdin?  Wake up.  Aladdin.

(CARPET rises up, lifting ALADDIN up.  He awakes slowly.)

ALADDIN:    Oh, my head. (He looks at the entrance sealed in.)
        We're trapped.  (Angry, shaking his fists at the
        entrance) That two faced son-of-a-jackal!  (Calmer)
        Whoever he was, he's long gone with that lamp.
ABU:        Aha!

(ABU pulls out the MAGIC LAMP.)

ALADDIN:    Why, you hairy little thief!  Looks like such a
        beat-up, worthless piece of junk.  Hey, I think
        there's something written here, but it's hard to
        make out.

(He rubs the LAMP.  Suddenly smoke comes out of the hole, the
    LAMP begins to shake and glow, but ALADDIN holds onto the
    LAMP, and our wonderful friend, the GENIE comes out.)

GENIE:  Aaaaahhhhh!  OY!  Ten-thousand years will give ya
        such a crick in the neck!  (He hangs ALADDIN on a
        nearby rock.  Then he pulls his head off and spins
        it around, yelling as he does so.  CARPET pulls a
        ALADDIN down.)  Whoa!  Does it feel good to be
        outta there! (GENIE uses the lamp end of himself as
        a microphone.) Nice to be back, ladies and
        gentlemen.  Hi, where ya from? (Sticks the mic in
        ALADDIN's face.)  What's your name?
ALADDIN:    Uh, Al--uh--Aladdin.
GENIE:  (Says his name as if he's discovered something
        major) Aladdin! (A neon sign lights up with
        ALADDIN's name on it, circled by chase lights.  The
        sign changes to reflect the GENIE's upcoming line.)
        Hello, Aladdin.  Nice to have you on the show.  Can
        we call you 'Al?' Or maybe just 'Din?'  Or how
        bout 'Laddi?'  (GENIE disappears, then a dog
        wrapped in plaid jumps in.) Sounds like 'Here, boy!
        C'mon, Laddi!'
ALADDIN:    (Shaking his head) I must have hit my head harder
        than I thought.
GENIE:  (Still a dog) Do you smoke?  Mind if I do? (Dog
        poofs into smoke, then back to the GENIE.  ABU
        screeches wildly.)  Oh, sorry Cheetah--hope I
        didn't singe the fur!  Hey, Rugman!  Haven't seen
        you in a few millennia!  Slap me some tassel!  Yo!
        Yeah! (CARPET flies over and high fives the GENIE.
        GENIE looks at ALADDIN.)  Say, you're a lot smaller
        than my last master. (Lifts his beer-gut.)  Either
        that or I'm gettin' bigger.  Look at me from the
        side--do I look different to you?
ALADDIN:    Wait a minute!  I'm--your master?
GENIE:  (Slaps a diploma in ALADDIN's hand and a
        mortarboard on his head.)  That's right!  He can
        be taught!! What would you wish of me, (as Arnold
        Schwarzenegger)  the ever impressive,(inside a
        cube) the long contained, (as a ventriloquist with
        a dummy) often imitated, (tosses the dummy aside)
        but never duplicated--

(He multiplies into multiple GENIES who surround him.)

DUP. GENIES:    Duplicated, duplicated,  duplicated,
            duplicated,  duplicated,  duplicated,
            duplicated, duplicated, duplicated.
GENIE:  (Says it like a ring announcer at a boxing match.)
        Genie!  Of!  The Lamp!  (Goes into Ed
        Sullivan)  Right here direct from the lamp, right
        here for your enjoyment wish fulfillment.
        Thank youuuuu!
ALADDIN:    Whoa!  Wish fulfillment?
GENIE:  Three wishes to be exact.  And ix-nay on the
        wishing for more wishes.  (Turns into a slot
        machine, arm pulls down and three GENIEs appear in
        the windows.)  That's it--three.  (Three GENIE
        caballeros come out of the slot.)  Uno, dos, tres.
        (Changes into b/w Groucho Marx.)  No
        substitutions, exchanges or refunds.  (The duck
        drops with the secret word "Refunds.'
ALADDIN:    (To ABU) Now I know I'm dreaming.
GENIE:  (Music for "Friend Like Me" begins) Master, I don't
        think you quite realize what you've got here! So
        why don't you just ruminate, whilst I illuminate
        the possibilities.  (GENIE lights up like a
        fluorescent light)

    Well Ali Baba had them forty thieves
    Scheherazadie had a thousand tales
    But master you in luck 'cause up your sleeve
    You got a brand of magic never fails!

(GENIE produces 40 thieves who surround ALADDIN with swords.
    GENIE appears in his vest, then sticks his arms out and boxes
    the thieves into submission.)

    You got some power in your corner now
    Some heavy ammunition in your camp
    You got some punch, pizzazz, yahoo and how
    See all you gotta do is rub that lamp
    And I'll say

(Boxing ring appears, ALADDIN in the corner, being massaged
    by GENIE.  Then GENIE turns into a pile of fireworks and
    explodes.  Then GENIE appears inside lamp and grabs ALADDIN's
     hand and rubs lamp with it.)

    Mister Aladdin sir
    What will your pleasure be?
    Let me take your order, jot it down
    You ain't never had a friend like me
    No no no!

(GENIE produces a table and chairs, then writes down things on a
    note pad, like a waiter. )

    Life is your restaurant
    And I'm your maitre' d!
    C'mon whisper what it is you want
    You ain't never had a friend like me.

(GENIE appears as a plate of chicken, then returns to normal,
    but enlarges his ear to listen to ALADDIN.  Finally, he explodes
     into four duplicate GENIEs.)

    Yes sir, we pride ourselves on service
    You're the boss, the king, the shah!
    Say what you wish, it's yours!  True dish
    How about a little more Baklava?

(The GENIEs give him a shave, haircut and manicure, then ALADDIN
    appears in a comfy chair (eh?)  surrounded by the treasure
    and being fanned by women.  The GENIE appears and fills the
    screen with baklava.)

    Try some of column 'A'
    Try all of column 'B'
    I'm in the mood to help you dude
    You ain't never had a friend like me

(ALADDIN rises up on a column of food with a giant A on top,
    then jumps to another column with a B on top.  He falls off
    and is caught by a cushion held by GENIE.  He opens his mouth,
    and his tongue turns into a staircase.  A miniature GENIE
     dressed like a magician comes out.)

(The mini GENIE does a little dance with the GENIE's two giant
    hands.  At the end, they surround the mini GENIE and squish
    him into nothing.)

    Can your friends do this?
    Do your friends do that?
    Do your friends pull this out their little hat
    Can your friends go poof!
    Well looky here
    Can your friends go Abracadabra, let 'er rip
    And then make the sucker disappear?

(The GENIE pulls off his head, duplicates it, then juggles them.
    He tosses them to ALADDIN, who juggles with one hand and spins
    one of the heads on his fingertip like a basketball.  He tosses
     the heads back onto the GENIE, who proceeds to try and pull
     himself out of a hat at his base.  He spirals around and around
     until he turns into a white rabbit.  The rabbit transforms into
    a purple dragon (very reminiscent of Figment from EPCOT Center).
     The dragon breathes fire, which turns into three HAREM GIRLS,
    who dance around ALADDIN.  Just as he begins to enjoy them,
     they disappear.)

    So don't you sit there slack jawed, buggy eyed
    I'm here to answer all your midday prayers
    You got me bona fide, certified
    You got a genie for a charg? d'affairs!
    I got a powerful urge to help you out
    So what you wish I really want to know
    You got a wish that's three miles long, no doubt
    So all you gotta do is rub like so, and oh!
 

(GENIE imitates what he is calling ALADDIN, then turns into a
    certificate which rolls up and surrounds ALADDIN.  GENIE pulls
     a list {written in Arabic} out of ALADDIN's ear, which he uses
    to rub his behind like drying off after a shower.)

    Mister Aladdin, sir, have a wish or two or three
    I'm on the job, you big nabob
    You ain't never had a friend, never had a friend
    You ain't never had a friend, never had a friend
    You ain't never...had a... friend... like...me!
    You ain't never had a friend like me!

(The dancing HAREM GIRLS reappear, and ALADDIN leans in to kiss one.
     She turns into the GENIE, who zaps four dancing elephants into
    existence.  To the other direction, he zaps in four dancing camels,
     and a grand finale dancing number ensues.  ABU grabs as much gold
     as he can, but the GENIE wraps everything up in a cyclone and
    zaps it away until they're all back in the cave.  GENIE has a
    neon "APPLAUSE" sign on his back. ABU turns his hat over and
    sees that is is empty.)

GENIE:  So what'll it be, master?
ALADDIN:    You're gonna grant me any three wishes I want?
GENIE:  (As William F. Buckley) Ah, almost.  There are a
        few provisos, a couple of quid pro quos
ALADDIN:    Like?
GENIE:  Ah, rule number one: I can't kill anybody.  (He
        slices his head off with his finger.)  So don't
        ask.  Rule two: I can't make anyone fall in love
        with anyone else.  (Head turns into a big pair of
        lips which kiss ALADDIN.)  You little punim, there.
        (Lies flat, then gets up and transforms into a
        zombie.) Rule three: I can't bring people back from
        the dead.  It's not a pretty picture, (He grabs
        ALADDIN and shakes him) I don't like doing it!  (He
        poofs back to normal.)  Other than that, you got
        it!
ALADDIN:    (Looks at ABU as if plotting) Ah, provisos?  You
        mean limitations?  On wishes? (To ABU) Some all
        powerful genie--can't even bring people back from
        the dead. I don't know, Abu--he probably can't even
        get us out of this cave.  Looks like we're gonna
        have to find a way out of here--

(They start to leave, but a big blue foot stomps down in front of
    them.)

GENIE:  Excuse me?  Are you lookin' at
        me?  Did you rub my lamp? Did you wake me up, did
        you bring me here?  And all of a sudden, you're
        walkin' out on me?  (Gets madder and madder) I
        don't think so, not right now.  You're gettin' your
        wishes, so siddown!  (They all get on CARPET.
        GENIE takes the form of a stewardess, with lots of
        arms pointing out the exits.)  In case of
        emergency, the exits are here, here, here,
        here,here, here, here, here, here, here, here,
        here, anywhere!  Keep your hands and arms inside
        the carpet.  Weeee'rrrrrreee...outta here!

(The CARPET and passengers fly out of the sand in the desert and off
    into the distance.  Cut to int. of SULTAN's chamber. JAFAR is
    there with IAGO, JASMINE and the SULTAN.)

SULTAN: Jafar, this is an outrage.  If it weren't for all
        your years of loyal service... . From now on,
        you are to discuss sentencing of prisoners with me,
        before they are beheaded.
JAFAR:  I assure you, your highness, it won't happen again.
SULTAN: Jasmine, Jafar, now let's put this whole messy
        business behind us.  Please?
JAFAR:  My most abject and humblest apologies to you as
        well, princess.  (He takes her hand to kiss it, but
        she yanks it away.)
JASMINE:    At least some good will come of my being forced to
        marry.  When I am queen, I will have the
        power to get rid of you.
SULTAN: That's nice.  All settled, then.  Now, Jasmine,
        getting back to this suitor business, (he
        looks and sees Jasmine walking out) Jasmine?
        Jasmine!  (He runs after her.)
JAFAR:  If only I had gotten that lamp!
IAGO:       (As JASMINE) I will have the power to get rid of
        you!  D'oh!  To think--we gotta keep kissing
        up to that chump, and his chump daughter for the
        rest of our lives...
JAFAR:  No, Iago.  Only until she finds a chump husband.
        Then she'll have us banished--or beheaded!
BOTH:       Eeewww!
IAGO:       (Has an idea) Oh!  Wait a minute!  Wait a minute!
        Jafar?  What if you were the chump husband?
JAFAR:  (He looks at IAGO in insult)  What?
IAGO:       Okay, you marry the princess,all right? Then, uh,
        you become sultan!
JAFAR:  Oh!Marry the shrew?  I become sultan.  The idea has
        merit!
IAGO:       Yes, merit! Yes!  And then we drop papa-in-law and
        the little woman off a cliff!  (Dive bombs into the
        floor)  Kersplat!
JAFAR:  Iago, I love the way your foul little mind works!

(Both laugh as we cut to an oasis in the desert, where CARPET is
    coming in for a landing.)

GENIE:  (Still as stewardess) Thank you for choosing Magic
        Carpet for all your travel needs.  Don't stand
        until the rug has come to a complete stop.  (As
        ALADDIN and ABU get off down the stairway formed by
        CARPET) Thank you.  Good bye, good bye!  Thank you!
        Good bye!  (Back to normal)  Well, now.  How about
        that, Mr.  doubting mustafa?
ALADDIN:    Oh, you sure showed me.  Now about my three wishes-
GENIE:  Dost mine ears deceive me?  Three? You are down by
        ONE, boy!
ALADDIN:    Ah, no--I never actually wished to get out of the
        cave.  You did that on your own.

(GENIE thinks for a second, then his jaw drops.  He turns into a
    sheep.)

GENIE:  Well, don't I feel just sheepish?  All right, you
        baaaaad boy,  but no more freebies.
ALADDIN:    Fair deal.  So, three wishes.  I want them to be
        good.  (To GENIE) What would you wish for?

(GENIE is hanging like a hammock between two trees.)

GENIE:  Me?  No one's ever asked me that before. Well, in
        my case, ah, forget it.
ALADDIN:    What?  No, tell me.
GENIE:  Freedom.
ALADDIN:    You're a prisoner?
GENIE:  It's all part-and-parcel, the whole genie gig.
        (Grows gigantic, voice echoes) Phenomenal cosmic
        powers!  (Shrinks down, cramped in MAGIC LAMP.)
        Itty bitty living space
ALADDIN:    Genie, that's terrible.
GENIE:  (Comes out of the LAMP) But, oh--to be free.  Not
        have to go "Poof! What do you need? Poof! What do
        you need? Poof! What do you need?"  To be my own
        master, such a thing would be greater than all the
        magic and all the treasures in all  the world! But
        what am I talking about, here?  Let's get real
        here.  It's not gonna happen.  Genie, wake up and
        smell the hummus
ALADDIN:    Why not?
GENIE:  The only way I get outta this is if my master
        wishes me out.  So you can guess how often that's
        happened.
ALADDIN:    I'll do it. I'll set you free.
GENIE:  (Head turns into Pinocchio's with a long nose) Uh
        huh, right.  Whoop!
ALADDIN:    No, really, I promise.  (He pushes the nose back in
        and GENIE's head returns to normal.) After make my
        first two wishes, I'll use my third wish to set you
        free.   (He holds out his hand)
GENIE:  Well, here's hopin'.  (Shakes ALADDIN's hand.)
        O.K.   Let's make some magic!  (Turns into a
        magician.)  So how 'bout it.  What is it you want
        most?
ALADDIN:    Well, there's this girl--
GENIE:  Eehhh! (Like a buzzer, and GENIE's chest shows a
        heart with a cross through it.)  Wrong!  I can't
        make anybody fall in love, remember?
ALADDIN:    Oh, but Genie.  She's smart and fun and...
GENIE:  Pretty?
ALADDIN:    Beautiful.  She's got these eyes that just...and
        this hair, wow...and her smile.
GENIE:  (Sitting in a Parisian cafe with ABU and CARPET.)
        Ami.  C'est l'amour.
ALADDIN:    But she's the princess.  To even have a chance, I'd
        have to be a--hey, can you make me a prince?
GENIE:  Let's see here.  (Has a "Royal Cookbook".) Uh,
        chicken a'la king? (Pulls out a chicken with a
        crown on its head)  Nope.  Alaskan king crab?
        (Yanks out his finger, and we see SEBASTIAN the crab from
        "The Little Mermaid"  clamped on.)  Ow, I
        hate it when they do that.  Caesar's salad? (A
        dagger comes out and tries to stab him.) Et tu,
        Brute?  Ah, to make a prince.  (Looks slyly at
        ALADDIN.)  Now is that an official wish?  Say the
        words!
ALADDIN:    Genie, I wish for you to make me a prince!
GENIE:  All right!  Woof woof woof woof! (Takes on square
        shoulders and looks like Arsenio Hall. Then becomes
        a tailor/fashion designer.)  First, that fez and
        vest combo is much too third century. These
        patches--what are we trying to say--beggar?  No!
        Let's work with me here. (He takes ALADDIN's
        measurements, snaps his fingers and ALADDIN is
        outfitted in his prince costume.)  I like it, muy
        macho!  Now, still needs something.  What does it
        say to me?  It says mode of transportation.  Excuse
        me, monkey boy!  Aqui, over here!  (ABU tries to
        cover himself with CARPET, but GENIE zaps him and
        he flies over.)
ABU:        Uh oh!
GENIE:  Here he comes, (ALADDIN and GENIE are on a game
        show set, where ALADDIN stands behind a podium with
        "AL" on it.)  And what better way to make your
        grand entrance on the streets of Agrabah, than
        riding your very own brand new camel!  Watch out,
        it spits!  (A door bearing the GENIE's head on it
        opens, where ABU is transformed into a camel.  He
        spits out the side of his mouth on cue.  But the
        GENIE's not sure.)  Mmm, not enough.  (He snaps his
        fingers and ABU turns into a fancy white horse.)
        Still not enough.  Let's see.  What do you need?
        (The GENIE snaps his fingers repeatedly, turning
        ABU into:  a duck, an ostrich, a turtle, and a '57
        Cadillac, with license plate "ABU 1."   (That one's
        a guess, I don't know cars, but judging by the tail
        fins, 'nuff said.)  Finally, he's returned to
        normal.)  Yes!!  Esalalumbo,  shimin dumbo!  Whoa!!
        (And on the keyword of the spell, Dumbo, ABU turns
        into an elephant.  CARPET struggles to get out from
        under ABU's size 46 feet.)  Talk about your trunk
        space, check this action out!

(ABU sees his reflection in a pool of water, then jumps into a tree.
     The tree naturally bends right back down to the ground, where ABU
     hangs on and looks at ALADDIN upside down.)

ALADDIN:    Abu, you look good.
GENIE:  He's got the outfit, he's got the elephant, but
        we're not through yet.  Hang on to your turban,
        kid, cause we're gonna make you a star!

(We zoom out slowly with the oasis in the distance, as fireworks
    begin to explode outward.  Cut to a CU of a pile of toys.
    (Look for the BEAST here.)  We tilt up and see the SULTAN
    balancing them.  He carefully balances the last piece on top,
     then sits back and sighs.  JAFAR storms in, though, and the
    pile collapses.)

JAFAR:  Sire, I have found a solution to the problem with
        your daughter.
IAGO:   Awk!  The problem with your daughter!
SULTAN: Oh, really?
JAFAR:  (Unrolling a scroll) Right here.  "If the princess
        has not chosen a husband by the appointed time,
        then the sultan shall choose for her."
SULTAN: But Jasmine hated all those suitors!  (He tries to
        stuff a cracker into IAGO's mouth.  IAGO backs
        away.  The SULTAN absentmindedly pulls the cracker
        back.)  How could I choose someone she hates?
        (IAGO is relieved, but the SULTAN quickly stuffs a
        cracker in his mouth.)
JAFAR:  Not to worry, my liege.  There is more.  If, in the
        event a suitable prince cannot be found, a princess
        must then be wed to...hmm...interesting.
SULTAN: What?  Who?
JAFAR:  The royal vizier!  Why, that would be...me!
SULTAN: Why, I thought the law says that only a prince can
        marry a princess, I'm quite sure.
JAFAR:  Desperate times call for desperate measures, my
        lord.  (He pulls out the staff and hypnotizes the
        SULTAN with it.)
SULTAN: Yes...desperate measures...
JAFAR:  You will order the princess to marry me.
SULTAN: I...will order...the princess...to...(the spell
        breaks momentarily)...but you're so old!
JAFAR:  (Holds the staff closer) The princess will marry
        me!
SULTAN: The princess will marry...(the spell is again
        broken, this time by the trumpet fanfare of "Prince
        Ali".)  What? What is that?  That music!  Ha ha ha.
        Jafar., you must come and see this!

(We see an advancing parade, led by what appears to be the GENIE in
    human form as a MAJOR.)

MARCHERS:   Make way for Prince Ali!
SWORDSMEN: Say hey!  It's Prince Ali!
MAJOR:  Hey, clear the way in the old bazaar,
    Hey you, let us through, it's a bright new star,
    Now come, be the first on your block to meet his eye!
    Make way, here he comes,
    Ring bells, bang the drums.
    You're gonna love this guy

(The MAJOR mingles amongst different crowd members.)

    Prince Ali, fabulous he, Ali Ababwa!
    Genuflect, show some respect
    Down on one knee

(ABU the elephant marches through town, with ALADDIN (ALI) on his back.)

    Now try your best to stay calm
    Brush up your Sunday Salaam
    And come and meet his spectacular coterie.

(IAGO is dancing to the music until JAFAR glares at him.  The
    MAJOR "wheelbarrows" six men up onto ABU's trunk.  They stand
    on each other's shoulders as ALI shakes hands.)

    Prince Ali, mighty is he, Ali Ababwa!
    Strong as ten regular men, definitely
    He faced the galloping hordes
    A hundred bad guys with swords
    Who sent those goons to their lords, why Prince Ali!

(The pile collapses on ALI, but a GENIE (tm) brand lightning bolt
    zaps the pile and he ends up holding them all up in an acrobatic
     wheel formation.  The GENIE turns into an old man, then a child
    and speaks the last two lines to the crowd.)

CHORUS OF MEN:(Carrying the camels) He's got seventy-five golden camels!

(In pops a typical parade commentator)

HARRY:  Don't they look lovely, June?

CHORUS OF WOMEN:    (On a float)  Purple peacocks, he's got fifty-three!

(In comes another commentator.)

JUNE:   Fabulous, Harry, I love the feathers!

GENIE:  (GENIE is off screen, a giant balloon gorilla proceeds down
            the parade)
    When it comes to exotic type mammals
    Has he got a zoo, I'm telling you
    It's a world class menagerie!

(GENIE pops in as a leopard, then a goat, and speaks the last two
    lines to the two children from earlier.  We cut to a balcony,
    where three HAREM GIRLS are joined by the HAREM GENIE.)

    GENIE:
        GIRLS: (in couterpoint)
    Prince Ali, Handsome is he, Ali Ababwa
        There's no question this Ali's alluring
    That physique, how can I speak
        Never ordinary, never boring
    Weak at the knee
        Everything about the man just plain impresses
    Well, get on out in that square
        He's a wonder, he's a whiz, a wonder
    Adjust your veil and prepare
        He's about to pull my heart asunder
    To gawk and grovel and stare at Prince Ali!
        And I absolutely love the way he dresses!

(JASMINE has been watching from the balcony of the palace.  She
    humphs it off, then leaves.)

CHORUS: He's got ninety-five white Persian monkeys!
    (He's got the monkeys, let's see the monkeys!)
    And to view them, he charges no fee!
    (He's generous, so generous)
    He's got slaves, he's got servants and flunkies!
    (Proud to work for him)
    They bow to his whim, love serving him
    They're just lousy with loyalty to Ali!  Prince Ali!

(ALADDIN throws gold coins out to the people, who rush over to
    collect them.  ABU and the parade march up the steps of the
    palace and inside.  The SULTAN runs back inside to the door
    to the throne room, but JAFAR stands in front of the door.
    Suddenly, it bursts open, with ABU leading the way, and crushing
     JAFAR and IAGO behind the door.)

GENIE:  Prince Ali!
    Amorous he!  Ali Ababwa
    Heard your princess was a sight lovely to see!
    And that,good people, is why
    He got dolled up and dropped by
    With sixty elephants, llamas galore
    With his bears and lions
    A brass band and more
    With his forty fakirs, his cooks, his bakers
    His birds that warble on key
    Make way for Prince Ali!

(More and more fanfare build up until ALADDIN flies off ABU's back
    on MAGIC CARPET and flies down to the SULTAN.  JAFAR slams the
     door shut.)

SULTAN: (Clapping) Splendid, absolutely marvelous.
ALADDIN:    (Takes on a deeper voice.)  Ahem.  Your majesty, I have
            journeyed from afar to seek your daughter's hand.
SULTAN: Prince Ali Ababwa!  Of course.  I'm delighted to
        meet you.  (He rushes over and shakes ALI's hand.)
        This is my royal vizier, Jafar.  He's delighted
        too.
JAFAR:  (Extremely dryly) Ecstatic.  I'm afraid, Prince
        Abooboo--
ALADDIN:    --Ababwa!
JAFAR:  Whatever.  You cannot just parade in here uninvited
        and expect to--
SULTAN: ...by Allah, this is quite a remarkable device.
        (He tugs at the tassels, and they tug his
        moustache.)  I don't suppose I might...
ALADDIN:    Why certainly, your majesty.  Allow me.

(He helps the SULTAN up onto the CARPET, and he plops down.
    JAFAR pins the CARPET down on the floor with the staff.)

JAFAR:  Sire, I must advise against this--
SULTAN: --Oh, button up, Jafar.  Learn to have a little fun.

(He kicks away the staff and CARPET and SULTAN fly away.  IAGO, who
    was standing on the head of the staff, falls down, repeatedly
     bopping the staff with his beak as he descends.  SULTAN and
    CARPET fly high into the ceiling, then begin a dive-bomb attack,
     flying under ABU, scaring him.  The flight continues in the
    background, while JAFAR and ALI talk in the foreground.)

JAFAR:  Just where did you say you were from?
ALADDIN:    Oh, much farther than you've traveled, I'm sure.
        (He smiles.  JAFAR does not.)
JAFAR:  Try me.  (IAGO lands on the staff.)
SULTAN: Look out, Polly!

(They all duck in time as the CARPET whizzes centimetres over their
    heads.  CARPET returns and the SULTAN chases IAGO around the room.)

IAGO:       Hey, watch it. Watch it with the dumb rug!

(The CARPET zooms underneath IAGO, who sighs, wipes his brow, and
    crashes into a pillar.  He crashes to the floor, and his head
    is circled by miniature SULTANS on CARPETS, saying "Have a cracker,
    have a cracker.  The real SULTAN begins his final approach.)

SULTAN: Out of the way, I'm coming in to land.  Jafar,
        watch this!  (He lands.)
JAFAR:  Spectacular, your highness.
SULTAN: Ooh, lovely.  Yes, I do seem to have a knack for
        it.  (CARPET walks over to ABU dizzily, then
        collapses.  ABU catches it.)  This is a very
        impressive youth. And a prince as well.   (Whispers
        to JAFAR) If we're lucky, you won't have to marry
        Jasmine after all.
JAFAR:  I don't trust him, sire.
SULTAN: Nonsense.  One thing I pride myself on Jafar, I'm
        an excellent judge of character.
IAGO:   Oh, excellent judge, yeah, sure...not!!!

(JASMINE walks in quietly.)

SULTAN: Jasmine will like this one!
ALADDIN:    And I'm pretty sure I'll like Princess Jasmine!
JAFAR:  Your highness, no.  I must intercede on Jasmine's
        behalf.  (JASMINE hears this and gets mad.) This
        boy is no different than the others.  What makes
        him think he is worthy of the princess?
ALADDIN:    Your majesty, I am Prince Ali Ababwa! (He pricks
        JAFAR's goatee, which springs out in all
        directions.)  Just let her meet me.  I will win
        your daughter!
JASMINE:    How dare you!  (They all look at her surprised.)
        All of you, standing around deciding my future?  I
        am not a prize to be won!  (She storms out.)
SULTAN: Oh, dear.  Don't worry, Prince Ali.  Just give
        Jasmine time to cool down.  (They exit.)
JAFAR:  I think it's time to say good bye to Prince

        Abooboo.

(Diss to JASMINE on her balcony at night.  We tilt down and find
    ALADDIN and company in the courtyard.)

ALADDIN:    What am I going to do?  Jasmine won't even let me
        talk to her.  I should have known I couldn't pull
        off this stupid prince wish.  (ABU struggles with
        his elephant paws to open a banana.  He squishes
        it, and the banana squirts into his eye.  He then
        tosses the banana peel into a heaping pile of the
        same.)
GENIE:  (to carpet, playing chess) So move!  (CARPET does,
        knocking a black piece off the board.)  Hey.
        That's a good move.  (As Rodney Dangerfield) I
        can't believe it--I'm losing to a rug.
ALADDIN:    Genie, I need help.
GENIE:  (as Jack Nicholson) All right, sparky, here's the
        deal.  You wanna court the little lady, you gotta
        be a straight shooter, do ya follow me?
ALADDIN:    What?
GENIE:  (Back to normal, wearing a mortarboard. He points
        out his words on a blackboard)  Tell her
        the...TRUTH!!!
ALADDIN:    No way!  If Jasmine found out I was really some
        crummy street rat, she'd laugh at me. (He
        puts on his turban, which lights up as the GENIE.)
GENIE:  A woman appreciates a man who can make her laugh!
        (ALADDIN pulls the chain turning off the light.
        GENIE comes out holding the real turban.)  Al, all
        joking aside, you really oughtta be yourself.
ALADDIN:    Hey, that's the last thing I want to  be.  Okay,
        I'm gonna go see her.  I gotta be smooth, cool,
        confident.  How do I look?
GENIE:  (Sadly) Like a prince.

(ALADDIN flies up to the balcony on CARPET.  JASMINE is on her bed,
    sighing.  RAJAH is by her side.)

ALADDIN:    (From a distance) Princess Jasmine?

(RAJAH looks up and growls.)

JASMINE:    Who's there?
ALADDIN:    It's me--Prince Ali.  Ahem--(Then he jumps to his
        deep voice) Prince Ali Ababwa.
JASMINE:    I do not want to see you.
ALADDIN:    No, no, please princess.  Give me a chance. (RAJAH
        growls and advances on him.)
JAFAR:  Just leave me alone.
ALADDIN:    Down kitty!

(Over the edge of the balcony, CARPET is watching with GENIE below.)

GENIE:  How's our beau doing?

(CARPET cuts his neck with his finger.)

ALADDIN:    Good kitty, take off.  Down kitty. (He takes off
        his turban to brush RAJAH away.)
JASMINE:    (She looks at him thinking she has seen him
        before.)  Wait, wait.  Do I know you?
ALADDIN:    (Quickly replaces his turban) Uh, no, no.
JASMINE:    You remind me of someone I met in  the marketplace.
ALADDIN:    The marketplace?  (A bee buzzes around his head.)
        I have servants that go to the marketplace for me.
        Why I even have servants who go to the marketplace
        for my servants, so it couldn't have been me you
        met.
JASMINE:    (She looks disappointed.)  No, I guess not.
BEE:        (It's the GENIE) Enough about you, Casanova.  Talk
        about her! She's smart,  fun, the hair, the eyes.
        Anything--pick a feature!
ALADDIN:    Um, Princess Jasmine?  You're very...
BEE:        Wonderful, glorious, magnificent, punctual!
ALADDIN:    Punctual!
JASMINE:    Punctual?
BEE:        Sorry.
ALADDIN:    Beautiful.
BEE:        Nice recovery.
JASMINE:    Hmm.  I'm rich too, you know.
ALADDIN:    Yeah!
JASMINE:    The daughter of a sultan
ALADDIN:    I know.
JASMINE:    A fine prize for any  prince to marry.
ALADDIN:    Uh, right.  Right.  A prince like me.
BEE:        (Buzzing in his ear) Warning! Warning!
JASMINE:    Right, a prince like you.  And every other stuffed  shirt,
             swaggering, peacock I've met!
BEE:        (Rear end on fire, wearing goggles and crashing) Mayday!
              Mayday!
JASMINE:    Just go jump off a balcony! (She turns and walks away)
ALADDIN:    What?
BEE:        Stop her! Stop her! Do you want me to sting her?
ALADDIN:    (Swats at bee) Buzz off!
BEE:        Okay, fine.  But remember--bee yourself! (BEE buzzes into
             his turban)
ALADDIN:    Yeah, right!
JASMINE:    What!?!
ALADDIN:    Uh, you're right.  You aren't just some prize to be
        won.  (He looks disappointed.)  You should be free
        to make your own choice.  (JASMINE and RAJAH look
        at each other in confusion.)  I'll go now. (He
        steps up on the ledge and drops off.)
JASMINE:    No!
ALADDIN:    (Pokes his head up from over the edge) What?  What?
JASMINE:    (Now she's amazed) How--how are you doing that?
        (She looks over the edge and sees the CARPET.)
ALADDIN:    It's a magic carpet.
JASMINE:    It's lovely.  (CARPET takes JASMINE's hand with a
        tassel.)
ALADDIN:    You, uh, you don't want to go for a ride, do you?
        We could get out of the palace, see the world.
JASMINE:    Is it safe?
ALADDIN:    Sure.  Do you trust me?
JASMINE:    (She looks at him at the saying of that all-
        important line) What?
ALADDIN:    (Extends his hand the same as before) Do you trust
        me?
JASMINE:    (Gets a sly grin on her face) Yes.

(She takes his hand and gets up on CARPET.  It zooms into the sky,
    knocking them both into sitting positions.  The music of "A Whole
     New World" swells.  JASMINE looks back and sees RAJAH looking
    up at her questioningly.  She gasps as they fly over the palace
     wall and into the sky.)

ALADDIN:    I can show you the world
    Shining, shimmering, splendid.
    Tell me princess, now when did you last
    Let your heart decide?

(CARPET zooms down through the town, stopping slightly to pick a
    flower.  It gives the flower to ALADDIN, who gives it to JASMINE.
      She smiles.)

    I can open your eyes
    Take you wonder by wonder
    Over, sideways, and under
    On a magic carpet ride
 

(CARPET does as ALADDIN sings, then zooms into the clouds.)

    A whole new world!
    A new fantastic point of view
    No one to tell us no
    Or where to go
    Or say we're only dreaming

(JASMINE looks back and watches Agrabah disappear from sight.  CARPET
    flies in and out of the clouds.)

JASMINE:    A whole new world
    A dazzling place I never knew
    But when I'm way up here
    It's crystal clear
    That now I'm in a whole new world with you!

ALADDIN:    Now I'm in a whole new world with you!

(They each catch a small cloud as CARPET continues the flight.  It
    then circles a pillar of clouds, giving a swirly look to it.)

JASMINE:    Unbelievable sights
    Indescribable feeling
    Soaring, tumbling, freewheeling
    Through an endless diamond sky

(They join a flock of birds in the sky.  One of them looks terrified
    and squawks.  CARPET does somersaults and flips, at times putting
    ALADDIN and JASMINE in free-fall, but catching them.  They then
    zoom above the clouds where a starry night awaits them.)

JASMINE:    A whole new world!
ALADDIN:    Don't you dare close your eyes
JASMINE:    An hundred thousand things to see
ALADDIN:    Hold your breath--it gets better!
JASMINE:    I'm like a shooting star,
    I've come so far
    I can't go back to where I used to be!

(They zoom down over a river, apparently the Nile, for beyond the
     ship's sails are the Great Pyramids.  They wave at a worker
     sculpting the complete nose of the Sphinx.  He smiles, but
    chisels too much and breaks off the front section of the nose.)

ALADDIN:    A whole new world!
JASMINE:    Every turn a surprise
ALADDIN:    With new horizons to pursue
JASMINE:    Every moment, red-letter

(They fly alongside wild horses running.  JASMINE pets one of them.)

BOTH:   I'll chase them anywhere
    There's time to spare
    Let me share this whole new world with you

    A whole new world
    That's where we'll be

(They fly through Greece, where ALADDIN grabs an apple from a
    tree and rolls it down his arm to JASMINE, who is now sure
    she is dealing with ALADDIN, not PRINCE ALI.)

ALADDIN:    A thrilling chase
JASMINE:    A wondrous place
BOTH:       For you and me!

(CARPET hovers along over a lake, and we see the reflection of
    the moon in the lake.  Fireworks burst and we see the couple
    at a Chinese New Year celebration, sitting on a rooftop.)

JASMINE:    It's all so magical.
ALADDIN:    Yeah.
JASMINE:    (She looks at him and decides to burst the bubble)
        It's a shame Abu had to miss this.
ALADDIN:    Nah.  He hates fireworks.  (CARPET looks up
        realizing what is happening.)  He doesn't really
        like flying either. (And now ALADDIN realizes it)
        That is...oh no!
JASMINE:    (She pulls off his turban) You are the boy from the
        market!  I knew it.  Why did you lie to me?
ALADDIN:    Jasmine, I'm sorry.
JASMINE:    Did you think I was stupid?
ALADDIN:    No!
JASMINE:    That I wouldn't figure it out?
ALADDIN:    No.  I mean, I hoped you wouldn't.  No, that's not
        what I meant.
JASMINE:    Who are you?  Tell me the truth!
ALADDIN:    The truth? (He looks at CARPET who wave him on,
        giving up hope.)  The truth...the truth is...I
        sometimes dress as a commoner to escape the
        pressures of palace life.  (CARPET slumps down in
        defeat.)  But I really am a prince! (The feather on
         his turban falls down over his eyes.)
JASMINE:    Why didn't you just tell me?
ALADDIN:    Well, you know, um...royalty going out into the
        city in disguise, it sounds a little strange,
        don't you think?
JASMINE:    Not that strange.

(She flicks up the feather and cuddles with him.  CARPET puts a
    tassel under his "chin" and looks mystified.  Dissolve to ext.
    of palace balcony, where ALADDIN and JASMINE return.  CARPET
    forms a set of steps and she descends.  ALADDIN then descends
     just below the balcony.)

JASMINE:    Good night, my handsome prince.
ALADDIN:    Sleep well, princess.

(They slowly lean forward to kiss, but CARPET bumps him up and they
    kiss sooner than expected.  She walks away slowly then turns and
    looks at him. Finally she enters her room through the curtain.)

ALADDIN:    Yes!  (He falls back onto the CARPET, who descends
        to the ground.) For the first time in my life,
        things are starting to go right.

(He looks up at JASMINE's balcony, and four sets of hands grab him.)

ALADDIN:    Hey!  What?  (A gag is tied around his mouth.
        Muffled words) Abu!  Abu!  (We see the elephant
        hanging from a net tied in a tree.)
GUARD:  Hold him!

(Shackles are placed on his feet and his hands.  Another GUARD ties
    CARPET in a knot around a tree.)

JAFAR:  I'm afraid you've worn out your welcome, Prince
        Abooboo.  (Walks away.)  Make sure he's
        never found.

(A GUARD hits him in the head, and he falls unconscious.  Cut to a
    cliff, where GUARDS laugh as ALADDIN's body drops into the water.
      He is conscious now, but his feet are tied to a rock.  The rock
     hits the sea bottom, then the turban lands and the lamp tumbles
    out.  He sees this and struggles to rub the lamp.  However, he
    loses consciousness and falls to the floor.  The lamp, unsettled
    by his movement, rolls down and rubs against his hands. It shakes,
    and GENIE emerges with a bath brush, rubber duckie, and shower cap)

GENIE:  Never fails.  Get in the bath and there's a rub at
        the lamp.  (Squeaks the duck)  Hello.  (Sees
        unconscious ALADDIN) Al?  Al!  Kid, snap out of it!
        You can't cheat on this one!  I can't help you
        unless you make a wish.  You have to say  "Genie I
        want you to save my life."  Got it?  Okay.  C'mon
        Aladdin!!  (He grabs ALADDIN by the shoulders and
        shakes him.  His head goes up, then falls.)  I'll
        take that as a yes.  (Head turns into a siren.)
        Wooga!  Wooga!  (Turns into a submarine.)  Up
        scope!  (He babbles in something that sounds like
        German.  On the surface, a giant water spout
        emerges, and lands on top of the cliff.  ALADDIN
        reawakes and coughs the water out of his lungs.)
        Don't you scare me like that!
ALADDIN:    Genie, I--uh, I-uh...(He can't think of how to say
        it, so they just hug each other.)  Thanks, Genie.
GENIE:  Oh, Al.  I'm gettin' kind of fond of you, kid.  Not
        that I want to pick out curtains or anything.

(Cut to JASMINE in her room, humming "A Whole New World" and brushing
   her hair.  The SULTAN appears in one of the double doors,hypnotized.)

SULTAN: Jasmine!
JASMINE:    Oh, father--I just had the most wonderful time.
        I'm so happy.
SULTAN: (Still monotone from the hypnosis) You should be,
        Jasmine. I have chosen a husband for you.
JASMINE:    What?
SULTAN: (The other door opens and reveals JAFAR.)  You will
        wed Jafar.

(JASMINE gasps at the sight of him.)

JAFAR:  You're speechless, I see.  A fine quality in a
        wife.
JASMINE:    I will never marry you.  (She goes to the SULTAN)
        Father, I choose Prince Ali!
JAFAR:  Prince Ali left!

(A quick pan finds ALADDIN standing in the doorway to the balcony.)

ALADDIN:    Better check your crystal ball  again, Jafar!
JASMINE:    Prince Ali!

(JAFAR gasps at the sight of ALADDIN.)

IAGO:       How in the he--(back to parrot-ese)--uh, awk!
ALADDIN:    Tell them the truth, Jafar!  You tried to have me
        killed.
JAFAR:  What?  (He goes to the SULTAN)  Ridiculous
        nonsense, your highness.  He is obviously lying.
        (He brings the staff close to the SULTAN's face.)
SULTAN: Obviously...lying.

(ALADDIN sees the staff with its glowing eyes.)

JASMINE:    Father, what's wrong with you?
ALADDIN:    I know!

(ALADDIN grabs the staff and smashes it on the floor. JAFAR flinches
    and the spell is broken for good.)

SULTAN: Oh, oh, oh my!
ALADDIN:    Your highness, Jafar's been controlling you with
        this!  (He advances the staff)
SULTAN: What?  Jafar?  You, you traitor!

(The trio advances on JAFAR.)

JAFAR:  Your majesty, all of this can be explained.
SULTAN: Guards! Guards!
IAGO:       Well, that's it--we're dead, forget about it.  Just
        dig a grave for both of us.  We're dead.

(But JAFAR sees the lamp in ALADDIN's pocket.  He makes a move, but
    is grabbed by guards.)

SULTAN: Arrest Jafar at once.
JAFAR:  This is not done yet, boy!

(JAFAR pulls a vial from his pocket.  ALADDIN sees this and rushes
    him, but JAFAR throws the vial to the floor.  A large red cloud
    appears.  When it is gone, so is JAFAR.)

SULTAN: Find him, search everywhere!
ALADDIN:    Jasmine, are you all right?
JASMINE:    Yes.

(They lean in to kiss, but the SULTAN barges between them.)

SULTAN: Jafar, my most trusted counselor, plotting against
        me all this time.  Just horrible.  How will I ever-
        (He stops in mid sentence and looks at the pair.)
        Can it be true?  My daughter has finally chosen a
        suitor? (She nods) Ha ha!  Praise Allah!  You
        brilliant boy, I could kiss you!   I won't--I'll
        leave that to my--.  You two will be wed at once!
        Yes, yes.  And you'll be happy and prosperous, and
        then my boy, you will be sultan!
ALADDIN:    Sultan?
SULTAN: Yes, a fine upstanding youth like yourself, a
        person of your unimpeachable moral character is
        exactly what this kingdom needs!  (ALADDIN looks
        concerned at this.)

(Cut to int. of JAFAR's chambers.  JAFAR and IAGO enter.)

IAGO:       We gotta get outta here!  We gotta get--  I gotta
        start packing, your highness.  Only essentials.
        (IAGO starts throwing things out of his cage.
        JAFAR smiles broadly.)  Travel light! Bring the
        guns, the weapons, the knives (Stops and takes out
        a picture of himself    and JAFAR) and how about
        this picture?  I don't know--I think I'm making a
        weird face in it. (JAFAR starts to laugh wildly.)
        Oh, boy--he's gone nuts.  He's cracked.  (IAGO
        flies down to him and knocks on his head.)  Jafar?
        Jafar?  Get a grip, Jafar! (JAFAR grabs him around
        the neck) Good grip!
JAFAR:  Prince Ali is nothing more than that ragged urchin
        Aladdin.  He has the lamp, Iago.
IAGO:       Why that miserable--
JAFAR:  But you are going to relieve him of it!
IAGO:       Me?

(Cut to ext. of palace.  ALADDIN is looking at the gardens.)

ALADDIN:    Sultan?  They want me to be sultan?

(GENIE comes out of lamp)

GENIE:  Huzzah!  Hail the conquering hero!  (Turns into a
        one-man band.  He sees ALADDIN walk away with his
        head hung.  He stops, scratches his head, comes up
        with an idea, then zooms over to ALADDIN.  He holds
        up his hands like a director scoping a picture and
        we look through them.)  Aladdin, you've just won
        the heart of the princess.  What are you gonna do
        next?  (ALADDIN looks at him, then walks away in
        sadness to the bed, where he falls on it and sighs.
        GENIE again is confused, then goes to him and pulls
        out a script labeled "Aladdin." Whispering: )
        Psst, your line is "I'm going to free the genie."
        Anytime.
ALADDIN:    Genie...I can't.
GENIE:  Sure you can.  You just go "Genie, I wish you
        free."  (He grabs ALADDIN's head and uses
        him as a mock ventriloquist's dummy.  ALADDIN pulls away.)
ALADDIN:    I'm serious.  Look, I'm sorry--I really am. But
        they want to make me sultan--no!, They want to make
        Prince Ali sultan.  Without you, I'm just Aladdin.
GENIE:  Al, you won!
ALADDIN:    Because of you!  The only reason anyone thinks I'm
        anything is because of you.  What if they find out
        I'm not really a prince?  (Quietly)  What if
        Jasmine finds out?  I'll lose her.  Genie, I can't
        keep this up on my own.  I can't wish you free.
GENIE:  (Sarcastically) Hey, I understand.  After all,
        you've lied to everyone else.  Hey, I was beginning
        to feel left out.  Now, if you'll excuse me,
        master. (He says the last word in disgust, then
        poofs back into the lamp.)

(ABU and CARPET are watching from the window.)

ABU:        Ohhh.
ALADDIN:    Genie, I'm really sorry. (A tongue comes out of the
        spout and raspberries him.)   Well, fine. (He slams
        a pillow on top of the LAMP.)  Then just stay in
        there!  (He looks at ABU and CARPET.)  What are you
        guys looking at? (They both leave.) Look, I--I'm
        sorry.  Wait, Abu-- wait--I'm sorry, I didn't--
        wait, c'mon.  (He sighs.)  What am I doing?
        Genie's right--I gotta tell Jasmine the truth.
JASMINE:    (From a distance)  Ali, oh Ali--will you come here?
ALADDIN:    (Putting on his turban) Well, here goes.  (He walks
        into the garden.)  Jasmine?  Where are you?

(We see IAGO wearing a beak and standing on stilts next to a FLAMINGO
    in the pond.  He is imitating JASMINE's voice.)

IAGO:       Ahem--In the menagerie, hurry.
ALADDIN:    I'm coming.

(We see ALADDIN hurry past, not noticing the birds.  IAGO laughs,
    then turns back and looks into the face of a FLAMINGO, who is
    panting.)

FLAMINGO:   D'uh!
IAGO:       Ya got a problem, pinky?  (He sweeps the bird's
        feet out from under it. IAGO runs into the palace
        and finds the lamp under the pillow.)  Boy, Jafar's
        gonna be happy to see you!  (Stretches his face
        like JAFAR's and imitates it.)  Good work, Iago!
        (Normal) Ah, go on.  (JAFAR) No, really--on a scale
        of one to ten, you are an eleven! (Normal) Ah,
        Jafar--you're too kind.  I'm embarrassed, I'm
        blushing.  (He flies away with the lamp.)

(Cut to the palace entrance.  The SULTAN is standing on top, making
    an announcement to the people.)

SULTAN: People of Agrabah, My daughter has finally chosen a
        suitor!

(Cut to behind the curtain, where JASMINE is peeking.  ALADDIN
    appears at the bottom of the stairs.)

ALADDIN:    Jasmine?
JASMINE:    Ali, where have you been?
ALADDIN:    There's something I've got to tell you.
JASMINE:    The whole kingdom has turned out for father's
        announcement!
ALADDIN:    No! But Jasmine, listen to me, please!
JASMINE:    Good luck!  (She pushes him out onto the platform
        with the SULTAN, where he overlooks the entire
        crowd.)
SULTAN: ...Ali Ababwa!
ALADDIN:    Oh, boy!

(Far above, IAGO and JAFAR watch through a window.)

IAGO:   Look at them, cheering that little pipsqueak.
JAFAR:  Let them cheer.

 (He lifts the lamp and rubs it.  GENIE comes out.)

GENIE:  You know Al, I'm getting (turns and sees JAFAR)
        reallyyyyyy--I don't think you're him.  (He
        descends and consults a playbill.)  Tonight, the
        role of Al will be played by a tall, dark and
        sinister ugly man.
JAFAR:  I am your master now.  (He throws GENIE to the
        ground and puts his foot on GENIE's face.)
GENIE:  I was afraid of that.
JAFAR:  Genie, grant me my first wish.  I wish to rule on
        high, as sultan!!!

(Cut to ext where dark clouds circle the castle.  The castle shakes.
    The roof rips off and the SULTAN and ALADDIN duck.)

ALADDIN:    Whoa!
SULTAN: Bless my soul.  What is this?  What is going on?

(His turban lifts off his head.  When he grabs it, his whole body
    flies up, then is stripped of all his clothing except his boxer
     shorts.  The clothing reappears on JAFAR.)

JAFAR:  Heh heh heh!
SULTAN: Jafar, you vile betrayer.
IAGO:       That's Sultan Vile Betrayer to you.
ALADDIN:    Oh, yeah?  Well, we'll just see about that!  (Pulls
        off his own turban, but finds it empty)  The lamp!
JAFAR:  Finders-keepers, Abooboo.

(They both look up and see a gigantic GENIE lift the palace into
    the clouds..  ALADDIN whistles and CARPET flies up to greet him.
      They fly up near the GENIE's head.)

ALADDIN:    Genie!  No!
GENIE:  Sorry, kid--I got a new master now.  (He places the
        palace on top of a mountain.)
SULTAN: Jafar, I order you to stop!
JAFAR:  There's a new order now--my order!  Finally, you
        will bow to me!

(The SULTAN bows, but JASMINE does not.)

JAFAR:  We'll never bow to you!
IAGO:       Why am I not surprised?
JAFAR:  If you will not bow before a sultan, then you will
        cower before a sorcerer!  (To GENIE)  Genie, my
        second wish--I wish to be the most powerful
        sorcerer in the world!

(GENIE extends his finger.  ALADDIN tries to stop him, but he cannot,
    and another GENIE (tm) brand lightning bolt  strikes JAFAR,
     returning him to his normal look.)

IAGO:       Ladies and gentlemen, a warm Agrabah welcome for
        Sorcerer Jafar!
JAFAR:  Now where were we?  Ah, yes--abject humiliation!
        (He zaps JASMINE and the SULTAN with his staff, and
        they both bow to him. RAJAH comes running at him.
        He zaps RAJAH, and the tiger turns into a kitty-
        cat.)  Down, boy!  Oh, princess--(lifts her chin
        with his staff)--there's someone I'm dying to
        introduce you to.
ALADDIN:    (off-camera) Jafar!  Get your hands off her!

(JAFAR zaps ALADDIN.  CARPET flies away.)

JAFAR:  Prince Ali
    Yes, it is he,
    But not as you know him.
    Read my lips and come to grips
    With reality

(JAFAR brings the two of them closer in the air.)

    Yes, meet a blast from your past
    Whose lies were too good to last
    Say hello to your precious Prince Ali!

(JAFAR zaps ALI back to ALADDIN.)

IAGO:       Or should we say Aladdin?
ALADDIN:    Jasmine, I tried to tell you.

JAFAR:  So Ali turns out to be merely Aladdin
    Just a con, need I go on?
    Take it from me
    His personality flaws
    Give me adequate cause
    To send him packing on a one-way trip
    So his prospects take a terminal dip
    His assets frozen, the venue chosen
    Is the ends of the earth, whoopee!
    So long,
IAGO:       Good bye, see ya!
JAFAR:  Ex-Prince Ali!

(JAFAR has zapped ABU back to normal.  He sends the two of them into
    a tall pillar, then launches it like a rocket, but not before
    CARPET can get in.  F2B, then we see a snowy wasteland, where
    the pillar crashes and rolls.  It finally comes to a stop.
    ALADDIN emerges, obviously very cold.)

ALADDIN:    Abu?  Abu!  (He looks back at a shivering pile of
        snow.)  Oh, this is all my fault--I should have
        freed the genie when I had the chance.  (He digs
        out ABU and cradles him inside his vest.)  Abu!
        Are you okay?  I'm sorry, Abu--I made a mess of
        everything, somehow.  I gotta go back and set
        things right.  (He starts to walk through the snow,
        and he eventuallysteps on a frozen CARPET.)
        Carpet!  (He looks up and sees CARPET is pinned by
        the pillar.  He tugs to try and free CARPET.  He
        can't do it, so he begins to remove snow from the
        base of the pillar.)   Abu, start digging!  That's
        it!  (Finally, enough snow has been removed, and
        the pillar begins to roll.  ALADDIN runs away,
        looks back, then slides into place.  The pillar
        rolls over him, and when it is gone, ALADDIN and
        ABU are left sitting in the patch of snow made by
        the window of the pillar.)  Yeah!  All right!  (He
        looks up at his turban, made out of scared ABU.
        CARPET shakes off the snow and rushes over to pick
        them up.)  Now, back to Agrabah!  Let's go!

(We cut back to ext. long shot of Agrabah, shrouded in red clouds.
    Cut to int. and slow zoom of throne room. IAGO has the SULTAN
    tied up like a marionette, and JASMINE is chained next to the
    throne.)

IAGO:       Puppet ruler want a cracker? Here's your cracker.
        Shove 'em all right down your throat.  Here, have
        lots!

(JAFAR pulls the chain, and JASMINE walks up to him holding an apple.)

JAFAR:  Leave him alone!

(IAGO stops for a second, then continues.)

JAFAR:  It pains me to see you reduced to this, Jasmine.
        (He takes a bite out of the apple she is holding.)
        A beautiful desert bloom such as yourself should be
        on the arm of the most powerful man in the world.
        (He waves his finger and a crown appears.) What do
        you say, my dear?  Why,  with you as my queen...

(She picks up a glass of wine and throws it in his face.)

JASMINE:    Never!
JAFAR:  I'll teach you some respect! (She falls back as he
        raises his hand to slap her.  Then he stops.)  No.
        Genie, I have decided to make my final wish.  I
        wish for Princess Jasmine to fall desperately in
        love with me.

(We see ALADDIN race back into town.)

GENIE:  (Again as Buckley) Ah, master-- there are a few
        addendas, some quid pro quo-
JAFAR:  Don't talk back to me, you stupid blue lout!  You
        will do what I order you to do, slave!

(JASMINE looks up and sees ALADDIN in the window, motioning her to
    play along.)

JASMINE:    (She stands and puts the crown on her head.)
        Jafar!  I never realized how incredibly
        handsome you are.

(The GENIE's jaw drops.)

JAFAR:  That's better.  (He pulls the GENIE's jaw up like a
        shade.)  Now, pussycat, tell me more
        about...myself.
JASMINE:    You're tall, well dressed...

(JAFAR walks over to her.  ALADDIN jumps down with ABU and GENIE
    sees them.)

GENIE:  Al!  Al, little buddy!
ALADDIN:    Shh!
GENIE:  (Literally zips his mouth shut, then unzips it.)
        Al, I can't help you--I work for senor psychopath,
        now.  (His head turns into JAFAR's, then back.)
ALADDIN:    Hey--I'm a street rat, remember? (He rezips GENIE's
        mouth.)  I'll improvise.

(He slides down a pile of coins and hides close to JAFAR and JASMINE.
    JAFAR's back is to ALADDIN.)

JAFAR:  Go on.
JASMINE:    And your beard...is so...twisted!  (She has her
        arms around him.  She pretends to twist with her
        finger, but she is actually motioning for ALADDIN
        to come over.  He makes his move.  IAGO sees him.)

IAGO:       Jaf--mmmmmm! (ABU grabs him and covers his mouth.)
JAFAR:  And the street rat?
JASMINE:    What street rat?

(They are about to kiss when IAGO manages to knock over a bowl.  JAFAR
    turns to look, but JASMINE grabs him back and kisses him.  ALADDIN
     looks disgusted.  IAGO and ABU both look disgusted.)

ABU:        Yuck!
JAFAR:  That was--(he sees ALADDIN's reflection in her
        crown.) You!!  How many times do I have
        to kill you, boy?

 (He zaps ALADDIN.  JASMINE rushes him, and he throws her to the
    ground.  ALADDIN rushes and grabs the staff.)

ALADDIN:    Get the lamp!

(JASMINE runs to it.  JAFAR, however, shakes off ALADDIN, then
    zaps her into an hourglass.)

JAFAR:  Ah, ah, ah, princess--Your time is up!

(Sand begins to fall from the top onto her.)

ALADDIN:    Jasmine!
IAGO:       Oh, nice shot, Jaf-- (he is knocked out by ABU.)

(ABU rushes for the lamp.)

JAFAR:  Don't toy with me!  (He's zapped into a toy monkey.
ALADDIN:    Abu!
 

(CARPET rushes in.)

JAFAR:  Things are unraveling fast, now boy. (CARPET is
        zapped and unravels.  ALADDIN again rushes for the
        lamp.)  Get the point?  (His path is blocked by
        large swords sticking in the floor.  JAFAR grabs
        the lamp and laughs hideously. ALADDIN pulls a
        sword out of the floor.) I'm just getting warmed
        up!  (He breathes a ring of fire around ALADDIN.)
ALADDIN:    Are you afraid to fight me yourself, you cowardly
        snake?
JAFAR:  A snake, am I?  Perhaps you'd like to see how
        snake-like I can be!  (He smiles broadly, and we
        see a snake's tongue come out from behind his
        teeth.  He then turns into a giant cobra, and the
        ring of fire around ALADDIN becomes part of the
        snake encircling ALADDIN.  The snake JAFAR makes
        moves on ALADDIN, and on the third try, ALADDIN
        swings the sword and hits JAFAR.  Cut to GENIE
        cheerleaders wearing 'A' sweaters.)

GENIE:  Rickem, rockem, rackem, rake--stick that sword into
        that snake!
JAFAR:  You stay out of thissss!

(GENIE waving a tiny pennant with a 'J' on it.)

GENIE:  (Weakly) Jafar, Jafar, he's our man--if he can't do it,
        GREAT!

(ALADDIN uses the distraction to make a break for the hourglass where
    JASMINE is trapped.  However, JAFAR sees this and blocks the path.
     ALADDIN is thrown away, and he loses his sword.)

JASMINE:    Aladdin!

(ALADDIN jumps on a large gem and slides across the floor, grabbing
    the sword on his way.  He turns a corner, but the pursuing snake
    cannot, and the front half of JAFAR crashes through a wall and
    hangs outside the palace.  ALADDIN jumps up on the snake's back
     and stabs it.  JAFAR screams in agony.  ALADDIN again tries to
     free the princess.)

ALADDIN:    Hang on, Jasmine!

(He is about to hit the glass with his sword when JAFAR grabs him.)

JAFAR:  (laughs hideously)  You little fool!  You thought
        you could defeat the most powerful being on earth!
IAGO:       (with GENIE coming up behind him) Squeeze him,
        Jafar--Squeeze him like a--awk! (GENIE elbows him
        out of the way)
JAFAR:  Without the genie, boy, you're nothing!
ALADDIN:    (Has an idea)  The genie!  The genie!  The genie
        has more power than you'll ever have!
JAFAR:  What!!
ALADDIN:    He gave you your power, he can take it away!
GENIE:  Al, what are you doing?  Why are you bringing me
        into this?
ALADDIN:    Face it, Jafar--you're still just second best!
JAFAR:  You're right!  His power does exceed my own!  But
        not for long!

(JAFAR circles around the GENIE.)

GENIE:  The boy is crazy.  He's a little punch drunk.  One
        too many hits with the snake  (His hand
        turns into a snake and he hits his head with it.)
JAFAR:  Slave, I make my third wish!  I wish to be an all
        powerful genie!
GENIE:  (Reluctantly) All right, your wish is my command.
        Way to go, Al.

(GENIE zaps JAFAR with the last GENIE (tm) brand lightning bolt.
    JAFAR's snake form dissipates and he turns into a genie.  We
     see JASMINE's raised hand disappear under the sand.  ALADDIN
    runs over and finally smashes the glass.  Sand and princess
     pour out.)

JAFAR:  Yes!  Yes!  The power! The absolute power!
JASMINE:    (to ALADDIN) What have you done?
ALADDIN:    Trust me!

(A black lamp appears at JAFAR's base.  JAFAR is busy conjuring.)

JAFAR:  The universe is mine to command, to control!
ALADDIN:    Not so fast, Jafar!  Aren't you forgetting something?
    (JAFAR looks down questioningly) You wanted to be a genie, you
    got it!  And everything that goes with it!

(Shackles appear on JAFAR's wrists.)

JAFAR:  No!  No!
IAGO:       I'm gettin' out of here!  Come on, you're the
        genie, I don't want--

(IAGO tries to fly away, but is sucked in with JAFAR.)

ALADDIN:    Phenomenal cosmic powers!  Itty bitty living space.
GENIE:  Al, you little genius, you!

(ABU turns back to normal, the CARPET re-ravels, JASMINE, the SULTAN
    and RAJAH are standing together.  RAJAH jumps up into the arms of
     the SULTAN, then they are all transformed.  The SULTAN is crushed
     because of the weight of the new RAJAH.  The palace reappears
     where it used to be in the city.  ALADDIN is left holding the
    new lamp.)

JAFAR:  (Both from inside the lamp.)  Get your blasted beak
        out of my face!
IAGO:       Oh, shut up, you moron!
JAFAR:  Don't tell me to shut up!
GENIE:  Allow me.  (He takes the lamp and goes to the
        balcony.  He is now wearing a baseball cap.  He
        winds up as if to throw the lamp, but opens his
        palm flat and flicks it out into the desert
        with his finger.) Ten- thousand years in a cave of
        wonders ought to chill him out!

(JAFAR and IAGO continue to argue as they fade out.  JASMINE walks
    over to ALADDIN.  They hold hands, but both look sad.)

ALADDIN:    Jasmine, I'm sorry I lied to you about being a
        prince.
JASMINE:    I know why you did.
ALADDIN:    Well, I guess...this... is goodbye?  (GENIE pokes
        his head around the corner shocked at what he is
        hearing.)
JASMINE:    Oh, that stupid law.  This isn't fair--I love you.
GENIE:  (Wipes away a tear)  Al, no problem. You've still
        got one wish left.  Just say the word and you're a
        prince again.
ALADDIN:    But Genie, what about your freedom?
GENIE:  Hey, it's only an eternity of servitude.  This is
        love.  (He leans down next to her.)  Al, you're
        not gonna find another girl like her in a million
        years.  Believe me, I know.  I've looked.
ALADDIN:    Jasmine, I do love you, but I've got to stop
        pretending to be something I'm not.
JASMINE:    I understand.

(They take one final look into each other's eyes, then ALADDIN turns
    to the GENIE.)

ALADDIN:    Genie, I wish for your freedom.
GENIE:  One bona fide prince pedigree coming up.  I--what?
ALADDIN:    (He holds the lamp up to GENIE.)  Genie, you're
        free!

(A transformation scene ensues, in which the shackles fall off
    GENIE's wrist and the lamp falls uselessly to the ground.
     GENIE picks it up and looks at it.)

GENIE:  (He can't believe it.)  Heh, heh!  I'm free. I'm
        free.  (He hands the lamp to ALADDIN.)  Quick,
        quick, wish for something outrageous.  Say  "I want
        the Nile."   Wish for the Nile.  Try that!
ALADDIN:    I wish for the Nile.
GENIE:  No way!!  (Laughs hysterically.  He bounces around
        the balcony like a pinball.)  Oh does that feel
        good!  I'm free!  I'm free at last!  I'm hittin'
        the road.  I'm off to see the world!  I--

(He is packing a suitcase, but looks down and sees ALADDIN looking
    very sad.)

ALADDIN:    Genie, I'm--I'm gonna miss you.
GENIE:  Me too, Al.  No matter what anybody says, you'll
        always be a prince to me.

(They hug.  The SULTAN steps forward.)

SULTAN: That's right.  You've certainly proven your worth
        as far as I'm concerned. It's that law that's the
        problem.
JASMINE:    Father?
SULTAN: Well, am I sultan or am I sultan?  From this day
        forth, the princess shall marry whomever she deems
        worthy.
JASMINE:    (She smiles widely and runs into ALADDIN's arms.)
        Him!  I choose...I choose you, Aladdin.
ALADDIN:    Ha, ha.  Call me Al.

(They are about to kiss when giant blue hands pull everybody together.
    GENIE is decked out in a Hawaiian shirt with golf clubs and a Goofy
     hat.)

GENIE:  Oh, all of ya. Come over here.  Big group hug!
        Mind if I kiss the monkey?  (He kisses ABU.)  Ooh,
        hairball!  Well, I can't do any more damage around
        this popsicle stand.  I'm outta here!  Bye, bye,
        you two crazy lovebirds.  Hey, Rugman: ciao!  I'm
        history!   No, I'm mythology!  No, I don't care
        what I am--I'm free!

(The GENIE flies up into the blue sky leaving a trail of sparkles
    behind him.  They cut (a jump cut to make matters worse)
     to fireworks exploding over a nightscape. We tilt down and see
     ALADDIN and JASMINE flying on CARPET.)

ALADDIN:    A whole new world
JASMINE:        A whole new life
BOTH:   (with off-camera chorus)    For you and me!
MEN'S CHORUS:   A whole new world!

(They fly off into the moonlight, and after they have disappeared,
    the moon turns and reveals the GENIE's laughing face.  Suddenly
    the film is grabbed "off the projector", the GENIE lifts it up
     and looks at the audience.)

GENIE:  Made ya look!

(Drops the film back to normal, with the normal moon.  Fade to black.
    The end.)

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