from a place called evening shade. woman: ? set in my ways ? losing track of the days ? ? never getting caught up ? ? love was never brought up ? ? it's not the thing to do ? both: ? ooh ? it was you ? then came you ? you made me leap without taking a look ? ? never thought forever was the best i could do ? ? then came you ? it was you and me and you ? ? then came you ? it was you and me and you ? ? then came you smoked oysters. why do we always have to have smoked oysters? what's wrong with smoked oysters? look at them. they're small, gray, and fishy, like my aunt melina.

bite your tongue, katherine. it was never proven. oh, come on, george. she was caught with 500 marked cards and an o-56 in her pantyhose. circumstantial evidence. thank you, f. lee zorba. crazy fox to red dragon. hang on, davey. i'm just gathering supplies. over. bill and cassie are gonna be up any minute. we got to hurry. oops. then i'd better hurry. as soon as the game starts, just like my friends raymond seltzer and bob hope. no relation. and for your information, young man, i don't happen to be yelling. it's bill that yells. i merely emphasize my point. loudly. very loudly. well, i'm a sportscaster, all right? i have a natural resonance to my voice. a certain timbre, a trill.

[ clears throat ] uh, would you take that dill havarti and the pheasant p?t? in the other room, please? dill havarti. yeah. katherine, why do we have dill havarti? and what the heck is it anyway? well, think of it as exotic american slices and move on. yeah? well, i'd like to think of good old-fashioned american peppermint patties. can i have some of that? no. why? the peppermint patties are mine and davey's for our campout in the tree house tonight. yeah, but i love them. just give me a couple of them. don't be so-- no. will you please hand me the cheese balls? he gets the cheese balls, too, huh? you bet. okay. i have the sandwich cookies, vanilla fruit bars, and the chocolate cherries. we get special treats 'cause no school tomorrow. chocolate cherries? he gets chocolate cherries. i don't have any school tomorrow.

[ chuckles ] sorry, george. me and davey are the only two guys allowed in the tree house tonight. but that's not fair. i helped build that tree house. i laid the linoleum. i know, but tonight it's just me and davey. it's part of our best friends' oath. give me that. i think you're being quite childish. he is a child. oh, and i'm not? red dragon to crazy fox. red dragon to crazy fox. over. this is crazy fox. hi, davey. over. hi, webster. can i ask why you're using walkie-talkies right here in the kitchen when you're standing beside each other less than two feet apart? ma'am, can we play or what? sure! oh, i'm so glad that we got you those walkie-talkies, 'cause now you can walkie and talkie. of course, it doesn't work if you're standing still and talking.

oh. coming! george, try not to be too competitive tonight. katherine, i'm surprised at you. i'm not the one that's competitive. it's bill. i'm a -- i'm a mellow fellow. i'm a -- i'm a hammock swaying in the breeze. of course, if he gets in the way of my hammock... [ chuckles ] may the games begin. well, george? i'm thinking, okay? i'm thinking. broccoli puff? no, thanks. but i will have a deviled egg and a cocktail knish. come on, george. you have two seconds, and then it's old beulah the buzzer. one, two. wah! time's up. ponce de le?n and johnny mathis. that's ridiculous, darling. she's right. we're right, katherine! but too late. what do you mean, too late? come on. you're cheating. we're too late? i quit.

s. you should be good at this game. listen, if you boys can't get along, why don't we just call this evening off? no. no, no, no, no. no way. not with this gem of a question. come here. [ laughs ] there is no trivia question i cannot answer. that's right. my bill is quite a trivial person. oh. sorry. well, george, are you gonna ask the question or not? okay, katherine. here's where we're gonna rack it up. oh, look. it's 8:30. will you go check on the kids and let me ask the question? no, darling. i want to be here when he blows it. well? history. [ chuckles ] bill's best subject. [ chuckles ] "who...was the last to sit on the peacock throne?" [ laughs ] give me a moment here, okay? [ laughs ] we got him, katherine.

i want everyone here when he loses. shah mohammad reza pahlavi. [ cassie, bill laughing ] am i right or am i right? spell it. this game doesn't call for spelling. oh-ho-ho-ho-ho. he can't spell it, katherine. he can't spell it. that's it. no, no, no, no, no. i'm gonna check on the kids. the other kids. he can't spell it. i'll heat up the knishes. spell it. what do you mean, spell it? [ chuckles ] webster: knock-knock. davey: who's there? banana. banana who? knock, knock. who's there? banana. web. come on. banana who? knock, knock. who's there? orange. orange who? orange you glad i didn't say banana? boy, that's an old one. yeah, but it still cracks me up. yeah. yeah.

's it! we can become the granola cola bowler brothers. [ laughs ] you crack me up, web. yeah. i do that, don't i? that's what best friends do. yeah. yeah. hey, and best friends tell each other everything so they'll know everything. yeah. yeah. web, can i tell you something? [ creaking ] sure. did you hear that? yeah. ma'am. why are you watering the shrubs so late at night? i'm, uh, watering because, uh, the shrubs need water. but the can's empty. i don't want to drown the suckers. yeah. sure. right. well, you need anything up there? blankets, food, oxygen?

[ sighs ] mothers. i guess they just can't help it. yeah. yeah. you having a good time, too, davey? [ muttering ] i-i beg your pardon? mm-hmm. he can't talk now. his mouth is full of cheddar balls. oh, but he looks lonely. yeah. he's been marooned in outer space for a year. and i just rescued him and brought him back to our moon base. wow. well, no wonder he's so hungry. ohh. i remember camping out in my own tree house. ma'am? the cook would make these little niblets -- duck ? l'orange, veal piccata, frogs legs provencale. ma'am? i know. i wax poetic. what's a wax poetic? well, davey, it's when -- it's okay, ma'am. i'll -- i'll explain it to him later.

ma'am, we're just pretending. she always talks like that. cassie: okay, george. the question is -- "what product's secret formula is 7x?" 7x? yeah. 7x what? bill: [ laughing ] shh! that is so easy. i-i can't believe it. billy, stop heckling. my bill is such a heckler. vaseline. [ laughs ] coca-cola. 7x is coca-cola? you're cheating. oh, yeah? look at the card. i could've sworn it was vaseline. give me back my card. ? nanny nanny na-na ? oh, boys, you're behaving like children. oh, okay. oh, no. the children are actually behaving very well.

these boys could take lessons from the ones outside. ma'am, he threw a marshmallow at me! what? yeah? well, you hit me first. did not! did too! did not! did too! boys, please. mrs. papadapolis, he's being mean. it's my tree house, and i can do whatever i want. george: come on. and i don't want him in it anymore. go home, davey. you're not my best friend anymore. web. katherine: what -- and i never want to see you again. webster -- then you never will! good! davey -- hey! webster! davey! nobody leave. davey! oh, webster. how could you just come in and interrupt this game? i'll take you home! mean to. well, you did. and then you talked to david like that. how could you be so rude to your friend? he's not my friend. i don't have any friends. and you know what? i don't care! webster.

oh, well, i understand. if you have to tinkle, i'll talk faster. would you ask your mother to call me when she gets home? thank you. well? oh, mrs. wilson wasn't home, but davey had a message for webster. which was? pbht! that's funny. you know, that's exactly what webster had to say about davey, only he stuck out his tongue when he went "pbht!" i wish one of those kids would tell us what happened last night. about the fight? oh, come on, katherine. kids don't hold grudges. you know, they're like little slinkies. you know, they -- they bounce back. you know, bada-bing bada-boom. "pbht!" doesn't sound like "bada-bing bada-boom" to me. that's because you don't know kid language like i do, darling. believe me, this mind thinks like a child. nah, i'm not gonna touch that one.

kid? i was an extremely well-liked, beautifully behaved child. except i did clobber marianne mcgillicuddy in the third grade with my book bag. hmm. why? well, why? she deserved it. she accused me of buying my school uniform wholesale. and you were certainly justified. i hope you hit that little hussy with your charge plate. hi, guys. hey, how's it going? oh, i know why you're rushing down here. you're rushing right over to that phone to call your friend davey up, aren't you? huh? [ chuckles ] what friend davey? i know you didn't want to talk about it last night, and that was fine with us, but we got to talk about it today. what happened out there? honey, a friendship is just too important to lose over one silly little fight.

things over, and they work things out. well, i'm not gonna work anything out with dumb old whatever-his-name-is wilson. i don't like him. i told him that yesterday. and i'll tell him the same thing today. come on. wait a minute now. i mean, you brought the kid over here, you gave him your best cheese balls, and then you kicked him out. and i think you owe him an apology. come on. why? you get mad at bill every game night, and you don't apologize. well, yes, but -- but george and bill are adults. it's different. why? well, it's...symbiotic. it's -- it's platonic. it's, uh, patriotic. i don't know why. it just is. well, i don't care. i'm not gonna apologize to you-know-who. not ever, ever, ever.

i'll do it.

weweb, cass and bill are here! webster: i'll be down in a minute, george! he'll be down in a minute. george, i want you to know i think what you're doing is wonderful. oh, thanks, cass. you know, i'm just trying to show, uh, web that it's okay, you know, to apologize to a friend. takes a big man, george. now, when we get to the actual apology, where do you want me? here okay? yeah, that's -- that's fine. it really doesn't matter. i think he should look compassionate. don't you think he should look compassionate? compassionate's nice. no. the, uh, first stage should be stern. i'll let the compassion creep in as george's groveling becomes more pitiful.

[ whispering ] good point. george has asked me to remind you that at one point in his life, he was paid to hurt people... and he liked it. he loved it. hey, i was just kidding. [ chuckles ] i wouldn't mess you up, big fella. no, this is for the kid. hi, guys. what's up? hey. well, you know, you made me realize something the other day. i did? yeah. and i want you to see me realize what you made me realize. huh? don't ask him to repeat that. i've been thinking about what you said about bill the other day, and i do owe him an apology.

. oh, boy. this is gonna be fun. we're very proud of you, george. okay. i'm gonna do it now. bill, i, uh, i just want -- i want you to know that i, uh... i want to apologize for doubting your veracity. what's "budacity"? you usually call him a cheater. well -- no, no, no. the kid is actually right. you do call me a cheater. fine. okay. well, all right. fine. fine. okay. bill, i want to apologize for calling you a cheater. [ clears throat ] that's all right. now, you get on the phone and call davey. wait a minute, george. what about the time you called him a pea brain, a boob, and a knucklehead? he called you that? yes. yes, he did. you see, cass, he doesn't want to apologize.

okay. i want to apologize for calling you a pea brain... [ muffled ] ...a boob, and a knucklehead. [ telephone ringing ] what? you heard me. no, i didn't. i said i was sorry! i heard that. i think we all heard that. now, if you'd like to apologize for having called me a fan dancer. [ thudding ] [ ringing continues ] bill: this is an apology? george: fan dancer, fan dancer. hello? oh, mrs. wilson. fan dancer, fan dancer, fan dancer. that's davey's mother? uh-huh. i'm not home. i'm going up to my room. and i'm not coming out until davey leaves chicago. george: very funny. cassie: now, george, don't get offended. he's okay. [ indistinct arguing ] oh, don't be ridiculous. no, no. i love you in that. um, can i call you back? george: fan dancer, fan dancer.

bill: no apology is necessary in your department. hello? hi. george: fan dancer has nothing to do with it. i just found out why webster and davey have been fighting. boy, isn't this great? donating books to the library. boy, are we terrific. what a family we are. katherine: mm-hmm. george, you were apologizing to bill so i'd apologize to davey, right? you got it. well, forget it. i don't have any apologies in me. davey says things he doesn't mean. no matter what he says, he pushed me first. i don't think we're talking about pushing. i think we're talking about two boys who really like each other very much. oh, yeah? mm-hmm. if he likes me so much, then why is he moving away next week? you're gonna miss him a lot, aren't you?

's the use of having friends anyway? as soon as you break them in, they're gone. they move someplace different and make new friends and forget all about you. just 'cause he's moving away doesn't mean you two can't be friends. are you kidding? do you know how far away florida is? yeah. of course. i mean, if you think you're gonna walk there or take a bike, it's quite a way. but i mean, all you have to do is pick up the itsy-bitsy phonesy-wonesy, and biddy-bing biddy-boom, yeah. [ scraping ] here we are, forever and ever. d.w. and w.l.p. yeah. yeah. and you'll never erase me? never. so, when do you have to leave? tuesday. i hate tuesdays.

davey, i kind of got you something for a going-away gift. what am i gonna do with a fur hat and earflaps in florida?

guys, can i play one round? i made up my own cards and everything. web, this game's for grown-ups. oh, what's the matter, billy boy? you afraid of a little competition from an intelligent kid? come on, sweetheart. i'll play. what are the categories? frogs, gum, my wind-up toys... mm-hmm. ...and mud. mud? how many questions can there be about mud? if you have to ask, it's not your category. ma'am, pick a color. um, i like green. that's frogs. oh. what do you get when you cross superman and a bullfrog? what? what? i don't know, but when it leaps tall buildings,

woman: ? set in my ways ? losing track of the days ? ? never getting caught up ? ? love was never brought up ? ? it's not the thing to do ? both: ? ooh ? it was you ? then came you ? you made me leap without taking a look ? ? never thought forever was the best i could do ? ? then came you ? it was you and me and you ? ? then came you ? it was you and me and you ?

? hey ? that old rare roast beef's got me in its spell ? but if catherine doesn't get home too soon ? it's gonna be done too well ? those spuds are poppin' ? those peas look great ? champ, do you have the salad for the ? - salad plate? ? salad plate, hey, salad - george, could you stop singing? i'm hungry and where's ma'am anyway? ? and where's ma'am anyway - she promised me she'd be home hours ago to help me with my skit for school. - i told ya if ya need someone with the skit for school to call me doctor showbiz!

- who's vic immature? - he's an actor with a very fine, healthy head of hair. (audience laughs) - hello, hello, hello! - it's about time. - yeah, we're starved, where were you? did you buy me a turtle? - da dum! - wow, thanks, ma'am! - i been tied up with professor flugel down at city hall. - what do you think i should name him? - professor flugel? - nah, too formal. - guess who's been watching the news a lot. so, who's this professor flugel? - i met him in the mayor's office and he is most brilliant man i have ever met in my life. he speaks six languages, he plays concert violin, and he makes his own cheese, you're gonna love him. - can we love him after we eat? - sure, certainly! you know, the best thing about the professor?

- what's social thought? - obviously, it's a course on how to be thoughtful in social situations. like, for instance, should the turtle tops and bronskis sit at the same table? - you're kidding? - yes, he is. social thought deals with the... the big ideas in civilization. it's philosophical, it's metaphysical. (giggling) and it's also very funny! - it's funny? - well, i mean i haven't started the course, not 'til tomorrow, but bob was saying... - bob? bob who? - flugel, robert byron flugel, my professor. anyway, at lunch, and we were talking... - [george] wait a minute, wait a minute, you had lunch with your professor before you even had a class? - it was a nothing lunch, i don't even remember his name.

can i have some flagel? could you... (audience laughing) pass the... that's it. - i don't know, i still wish ma'am had time to help me with my skit. i think this is silly. - silly? you happen to be performing a classic, sophisticated allegory reflecting the human condition! now, c'mon, say your lines. - okay. "somebody been eating my porridge," said the papa bear. (audience laughing) "somebody been eating my porridge," said the mama bear. "somebody been eating my porridge," said the baby bear. "and she ate it all." - [george] up, all up.

- hi guys. - yay, you're home! - [katherine] yeah. - let's order pizza with everything on it except anchovies! i hate anchovies! - okay. - and please tell george not to make me do the three bears. - don't make him do the three bears. - thank you. - so, how was your first day in class? - fabulous. before class professor flugel and i discussed the curriculum over a platter of sea urchin and sushi and things. oh, the way he uses his chopsticks. and then we went to the geology department, and he let me examine his rocks. - you examined his rocks? - briefly, very briefly. oh, george, i just feel my horizons expanding already. - i kinda liked your old horizons, you know.

- george! you cut me to the quick, you aren't even listening to a thing i'm saying! - i heard every flugel you fluttered, i mean uttered. - oh! i can't believe this, you are actually jealous. - i'm jealous? (laughing) c'mon, katherine, i been accused of a lot of things, but jealous i'm not, i've never been jealous. - yes, you have, george. you said you were jealous when ma'am came home from the health club with some guy's sweat socks. - i said zealous. - jealous! - zealous! - [webster] jealous! - zealous! - [webster] jealous! - [katherine] boys. that magnificent hunk that i met at the health club gave me those socks as a gift. i thought it was a lovely gesture. now, about professor flugel, he's my teacher, and i like my teacher, haven't you ever liked your teacher? - yup, second grade, ms. oliver.

ask her to marry me. i really made a fool of myself over her. - webster, please. - right, i'll go organize my hats. - so, do you really think that i'm jealous, katherine? - industrial strength. - well, just to show you how wrong you are, darling, i am going to, get this, i am going to have a little t for me and you, web, and fagel. - that's flugel. - whatever! - you're on. - you know, catherine, this is gonna hard to believe for you, but i'm kind of excited that the old professor's coming to dinner tonight here. - yeah, me too. i never met a fuddy duddy before. - fuddy duddy? - yeah, that's what george called him.

- spectacles? - right, and a bald head and he's boring, and he goes rump a lot. (chuckling) - is that how george described professor flugel? - i think so, did i leave anything out, george? - no, why don't you go set the table? - i already did. (doorbell rings) - uh oh, here's bagel! - that's flagel, flugel. webster. - i'll get it! i'll get it! got it! - you know, george... i think you might be mistaken about professor flugel. - oh, i know, darling, i'm just having fun. exaggerating, i'm sure he's a very nice, well-preserved old geezer. lot of those old fuddy duddies are. - professor bob is here.

- and you must be george? - yes, i often am. - pleasure. looks like you could use some help. - looks aren't everything. (audience laughing) - you did do extensive research in children's literature, didn't you, bob? - now i don't know how extensive it was. i just happened to love reading books for young people. guess i'm just a kid at heart. (laughing) - what's so funny? - nothing. - i'm sorry, i could even bore myself sometimes when i ramble on. - robert, please, there's no way in the world anyone could ever accuse you of being boring. i mean you're an art enthusiast. you like ballet, theater, poetry, literature, the fine art of cigar rolling, i mean you are

have in common. (loud thump) - and you are a lovely woman, but i'm afraid i gonna have to cut this evening short. - we understand. - we do? - my research assistant is out ill, and i have a proposal for a new that i'm writing that's due tomorrow. - maybe i could help. - that's very nice of you to offer, but i wouldn't dream of taking you away from your family. - nonsense, i find research stimulating and exciting. you don't mind, do ya, honey? - mind? me mind? - thank you. - you've gotta be you. - what a nice guy. - but it's your turn to tuck me in. - well, i'll be home before that. oh, thank you, darling, it was a wonderful dinner. and i love both of you. - george, webster, tonight was terrific.

- goodnight! - goodnight! - night! (audience laughs) - george, are you okay? - huh? yeah, yeah, sure. - you're not mad that ma'am went off, are you? - no, no, no. - good, 'cause you don't have to be. you still have me, ya know.

- it's 2am, it seems like ten. would you like to come in? oh, already in! - no, thank you, i better get to bed.

- oh, well, maybe i could help you. - you are a very sweet woman. (laughs) was that funny? - you're a very sweet man. - so. - so. it's late, i guess we better get some sleep. goodnight. (soft thump) (audience laughs) (snoring)

(sighs) - george, went to see bob. more work on the book. more work on the book. on the book. (doorbell rings) - there's someone at the door. tell you what? i'll get it.

hi uncle jerry! - good morning, webster! how's your skit coming? - terrible, george wants me to do the three bears, and ma'am is never home. - i know, she decides to take this course in social thought, and suddenly i become her personal lending library. well, that's a nice turtle. - thanks. jerry, george is becoming a zombie. - i beg your pardon? - can we talk? - always. - he isn't himself, i don't know who he is. he doesn't smile a lot lately. - oh, what does katherine say? - i don't know, she's always out with professor flugel. but she seems really happy. hey, maybe george should go out with professor flugel. - i don't think that's the answer.

are we gonna do? - tell you what? i'll go talk to george, you know, man to man. it's the only way. - what are you gonna say? - i don't know. but i am sure it'll get me thrown out of a window. (soft curious music) - that piranha she seein' is none of your damn business. huh? huh? - alright, maybe i'm out of line. if you don't wanna talk to me, i'll go, but if you should change your mind... te, jerry, it's just... jer, i don't know, she's spending so much time with this guy, flugel, i mean it's... - scary? - [george] yes, yes! - c'mon, george, she's only known the guy for few days! - [george] but that's the point, she only knew me for two weeks and we got married, and i wasn't even a professor! - you're right, you're in big trouble. - you're a real comfort, jer. - why don't you try talking to katherine.

- no, it's too honest. jer, it's my pride. you have anything else in mind? - well, we could try sneaky. - i knew you'd come through, jer.

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- i don't think parents should be allowed to dress their kids like this. - well, don't look at me, it was jerry's idea. - so, call me a perfectionist, we are doing the three bears! what do you wanna wear? tutus? - these are orchestra seats, and the orchestra's getting restless! - we'll be right there, why won't you have a nice glass of seltzer water? - but i'm so uncomfortable. - webster, you must understand there are times when one must sacrifice for their art. - sacrifice is fine, i just feel ridiculous! how's my tail? (audience laughs) - it looks fine to me! - [katherine] gentlemen, i don't want to alarm you, but i'm losing my bubbles. - okay, okay. - wait a minute, this is all different from my three bears. i don't even know what i'm saying anymore.

es, please. - i hope you guys know what you're doing. - web, look at me, do i look like i don't know what i'm doing? (audience laughs) - hi cutie. - hi ma'am! - love your pelt. - thanks, ready? - hey, there's no business like show business, so get on with the show! - hope ya like it. - oh, i'm sure i'll love it. - don't be so sure. by george papadapolis. once upon a time, there were three bears. a baby bear. (laughing) - and the papa bear. - and the mama bear. - who, because of prior commitments, couldn't play with us today. - and the baby bear was sad. - and the papa bear was mad.

"somebody's been sleeping in my bed." and papa bear said, "it must be mama, "'cause she ain't been sleepin' in mine." (laughing) - you're right, i don't like it. - c'mon, darling, this is our little play. go 'head, web. - and the baby bear said, "how come?" - and the papa said, "because it's academy!" - yes, i'm the academic, and it is problemic, nse, and an apple a day for the teacher they say, and to be teacher's pet is the best job to get. - no, i'm wrong, i don't not like it, i hate it. - lest ye forget. baby bear, and papa bear are still your best bet! - and the mama bear came home, and we put on this show.

r would like to have mama bear here. i mean they don't call it the three bears for nothing. (clapping) - would somebody please explain this whole thing to me? because i'll be honest, i'm losing it. - right, c'mon, webster. why don't we go rethink the three bears for the third grade? - will you please get me out this suit? - of course. - papa bear, i love you. - okay, so i was jealous, so sue me. ow! it's my tail. katherine, i'm only human, you know? in spite of what i might look like at this particular moment - well, i'm sort of glad you were jealous.

a reason really to be jealous? - very little. almost nothing, certainly not flugel! well, i mean, of course... you know, i felt very flattered that he might have been attracted to me. of course, i was a little attracted to him. okay, a lot, but the point is that katherine, was opening up. the atmosphere was so charged with ideas and people were thinking. they were thinking, george, not about defective rotisseries and office and money back guarantees, but... honey, i think i might wanna go back to school.

- really? - yeah, i'll buy ya a loose leaf binder, three hole. - i love it when you talk stationary. - aw, look it! papa bear is kissing mama bear. - now i understand what the play was about. no, i don't. (audience laughs) (audience applauds)

captioning made possible by u.s. department of education, phillips petroleum, alcoa foundation coca-cola foundation, rockwell international, and sony corporation ? what would we do, baby ? ? without us ? ? what would we do, baby ? ? without us ? ? and there ain't no nothing ? ? we can't love each other through ? ? what would we do, baby ? ? without us ?