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ALL SCRIPTS


            ANALYZE THIS

                  Screenplay by
PETER TOLAN and HAROLD RAMIS and KENNETH LONERGAN

                    Story by
        KENNETH LONERGAN and PETER TOLAN



                July 1998 Draft




              FOR EDUCATIONAL
               PURPOSES ONLY

1   CREDITS BEGIN OVER BLACK.                                    1

    DOMINIC MANETTA

    a man in his 70s, narrates nostalgically OVER a MONTAGE
    of related news photos.

                            MANETTA (V.O.)
              1957 was a big year. The Russians
              put that Sputnik into outer space,
              the Dodgers played their last game
              at Ebbets Field, 'that guy' shot
              Frank Costello in the head, and
              missed, and the Gallo brothers
              whacked Albert Anastasia in that
              barber shop in the Park Sheraton
              Hotel. It was total chaos. With
              Anastasia gone, Vito Genovese
              figures he's king shit, but Carlo
              Gambino and 'Joe Bananas' both
              want to be boss of all bosses. So
              they call a meeting -- a big
              meeting.


2   EXT. UPSTATE NEW YORK - DAY                                  2

    CREDITS CONTINUE. In FADED 16mm documentary-style, we
    see a country road winding through rolling hills. At the
    top of the hill, a black '57 Cadillac appears and sweeps
    through the peaceful landscape.

                            MANETTA (V.O.)
              It was the first time the whole
              commission was ever gonna meet
              face to face. Bosses and wiseguys
              were comin' in from all over the
              country, and all the New York
              families, too -- maybe sixty
              bosses, the whole wiseguy world --
              all headin' toward this little
              town upstate to figure out what's
              what.


3   EXT. ROADSIDE - DAY                                          3

    A sign reads, "Entering Apalachin - pop. 342." The black
    Cadillac speeds past the sign, then another black Caddy,
    then a black Lincoln, then another Caddy, a Lincoln, etc.

                            MANETTA (V.O.)
              Your father and me, we were goin'
              up with Tommy D., Fat Tommy.
                            (MORE)

                                                   (CONTINUED)

                                                             2.

3   CONTINUED:                                                    3


                               MANETTA (V.O.CONT'D)
                 He was running the family at the
                 time. Anyway, I don't know what
                 anybody was thinking, but some
                 asshole thought it would be a good
                 idea to have this meeting at Joe
                 Babara's farm in the country where
                 nobody would notice.


4   EXT. RURAL GAS STATION - DAY                                  4

    A local state police deputy is gassing up his motorcycle
    when the parade of shiny black cars rolls by. He looks
    up and scratches his head at the unusual sight.

                               MANETTA (V.O.)
                 Turns out the local cops were
                 watching Joe Babara like a hawk.
                 So now you got about fifty Caddies
                 and Lincolns pullin' into Apalachin
                 and some deputy sheriff with cow
                 shit on his shoes notices all the
                 traffic and calls the Feds.


5   EXT. JOE BABARA'S ESTATE - DAY                                5

    The Caddies and Lincolns are all parked around a rambling
    country manor. Bosses and wiseguys are meeting and
    greeting each other on the big front porch.

    One WISEGUY is trying to shoo a cow away from his car.

                               WISEGUY
                 You wanna be a ribeye?   Get away
                 from the fuckin' car.


6   EXT. WOODS - SAME TIME                                        6

    Federal agents start moving in quietly, heavily-armed,
    wearing big FBI arm bands.

                               MANETTA (V.O.)
                 The meeting never even got
                 started. The Feds moved in --


7   EXT. HOUSE - DAY                                              7

    Agents with weapons drawn charge the house and start
    breaking down the front door.

                                                              3.

8    EXT. BACK OF HOUSE - SAME TIME                                  8

                             MANETTA (V.O.)
               -- and we moved out.

     Gangsters in shiny suits are squeezing through windows
     and leaping off balconies.


     WIDE - WISEGUYS

     fleeing into the surrounding woods and fields.

                             MANETTA (V.O.)
               Your papa and me hid in a field
               with hay or corn, some kinda
               foliage, I don't know.


9    EXT. FARM FIELD - DAY                                           9

     Two wiseguys in suits crouch in the tall grass.
     Suddenly they see a John Deere harvester bearing down on
     them.

                             MANETTA (V.O.)
               Then along comes this farmer who
               almost runs us over in a tractor,
               so your father hauls out his piece,
               this .44 cannon he used to carry,
               and hijacks the goddamn tractor.
               Funniest fuckin' thing I ever saw.


10   EXT. COUNTRY ROAD - DAY                                         10

     The farmer goes flying off the harvester and the two
     wiseguys drive off on it.

     The farmer looks up to see the John Deere disappear in a
     swirling cloud of dust that FILLS the SCREEN.

     END CREDITS.

                                                      DISSOLVE TO:


11   SWIRLING CLOUD OF CREAM                                         11

     on top of an espresso. PULL BACK as a hand reaches in
     and runs a lemon rind along the rim of the cup. The
     espresso is picked up and sipped by MANETTA, the aging
     boss of a prominent New York crime family.

                                                      (CONTINUED)

                                                               4.

11   CONTINUED:                                                      11

     INT. RITZ CLAM BOX - LATE AFTERNOON (PRESENT)

     The place is nearly empty. Manetta is talking to PAUL
     VITTI, a dark, intense, intelligent man in his late
     forties, and a powerful boss in his own right.

                                MANETTA
                  Anyway, Carlo Gambino came out of
                  it capo de tutti capi, and that
                  was the last time the whole
                  commission tried to meet -- until
                  now.

                                VITTI
                         (brooding)
                  I don't know. I don't like it.
                  What do we need a meeting for?
                  Let everybody worry about their
                  own business.

     They finish eating.

                                MANETTA
                  The '57 meeting was about how we
                  were going to divide up the whole
                  country. This meeting is about
                  how we're gonna survive. You got
                  'made' guys informing for the
                  Feds; bosses going to jail;
                  everybody's dealing drugs; people
                  are getting whacked without
                  permission. And on top of
                  everything, now we got the Chinese
                  Triads and these crazy Russians to
                  deal with. Everything's changing.
                  We need a leader. Someone with
                  fresh ideas. Someone like you.
                  It's gonna be a new century, Paul.
                  We gotta change with the times.

                                VITTI
                  What are we gonna get, a fuckin'
                  web site?

                                MANETTA
                  You remember what else happened in
                  1957, Paul?

                                VITTI
                  Yeah, I remember.

                                MANETTA
                  When your father died, I promised
                  him I'd always look out for you.
                  Come to the meeting.
                                                       (CONTINUED)

                                                                5.

11   CONTINUED:    (2)                                               11

     They get up to leave. Vitti drops some money on the
     table. Bodyguards follow them to the door. The waiters
     and the owner bow to them as they pass. They are almost
     out the door when Vitti hesitates.

                                VITTI
                  Wait a second. I'm just gonna
                  grab a toothpick.

     The instant he steps back inside, Manetta and his
     bodyguard are struck by an incredible VOLLEY of GUNFIRE,
     which BLOWS OUT all the GLASS in the DOOR and WINDOWS.

     Vitti's bodyguard, JELLY, grabs him and throws him behind
     the counter, shielding him with his body.

     Outside, the shooting has stopped and curious bystanders
     are looking in the broken windows. Vitti's eyes well up
     with tears.

                                                      CUT TO:


12   KLEENEX                                                         12

     being pulled out of a box. CAROLINE, a woman in her
     early thirties, dabs at her eyes with the tissue. She's
     sitting on the couch in --


     INT. BEN'S OFFICE - SAME TIME

     The office is warm, comfortable, and nicely decorated.

                                 CAROLINE
                         (weepy)
                  I kept telling him that I needed
                  room to grow and find myself as a
                  person. Not just as a woman but
                  as an independent entity.

     BEN SOBOL

     her therapist, seems to be listening intently.

                                CAROLINE
                  I told him I needed to get in
                  touch with my uniqueness, but he
                  couldn't handle that. He said I
                  was driving him away. Do you
                  think I was driving him away, Dr.
                  Sobol?

     Ben leans forward sympathetically.

                                                      (CONTINUED)

                                                                6.

12   CONTINUED:                                                       12

     He's in his mid-forties, has an expressive face and a
     quick wit, and despite the occasional lapse, he is a
     gifted and caring psychologist.

                                BEN
                  Things end, Caroline. That's just
                  a part of life. It's how we deal
                  with things ending that's important.

                                CAROLINE
                  I just can't believe it's over between
                  me and Steve. Maybe there's still
                  hope.

                                BEN
                  Well, he did take out a restraining
                  order against you. I have to be
                  honest, that's usually not a good
                  sign.

                                CAROLINE
                  But what should I do?

                                BEN
                  Well, Caroline, I think the first
                  thing you have to do...
                         (voice rising)
                  ... is stop whining about this
                  pathetic loser! You're a tragedy
                  queen!
                         (mocking)
                  'Steve doesn't respect me. Steve
                  doesn't love me anymore.' Who gives
                  a shit! Get a fucking life! You
                  are, without a doubt, the most
                  boring human being I have ever met!
                  Please, say something interesting
                  before I lapse into a goddamn coma!

     Caroline looks curiously at Ben, unperturbed.

                                CAROLINE
                  Dr. Sobol?


     BEN

     Lost in his fantasy, not really listening.    He comes
     to attention and tries to cover.

                                                        (CONTINUED)

                                                                7.

12   CONTINUED:    (2)                                               12

                                BEN
                  Yes. Yes. I was just reflecting
                  on your whole -- situation. It's
                  very interesting what you were
                  just saying. I want you to think
                  about it, and I'm going to think
                  about it, so we'll both think
                  about it and we'll continue next
                  week when I get back from my
                  vacation.

     Caroline bursts into tears again.

                                 BEN
                  Or not.

                                                      CUT TO:


13   INT. UPSTAIRS HALLWAY - DAY                                     13

     Ben rushes upstairs and into his bedroom. His 14-year-old
     son MICHAEL is in his room putting on a tuxedo.

                                 MICHAEL
                  You're late.

                                BEN
                         (changing hurriedly)
                  I know. I couldn't get rid of my
                  last patient. I think she was a
                  tick in a past life.

                                MICHAEL
                  Yeah, what's Caroline's problem?
                  Your boyfriend's gone, he hates
                  your guts, get over it.

                                BEN
                  Michael! What did I tell you?
                  You can't listen to my sessions!
                  It's private stuff.

                                MICHAEL
                  I can't help it. I hear you
                  through the vent in my room.

                                 BEN
                  Funny how that happens when you
                  lie on the floor and put your ear
                  up against it.

                                                      (CONTINUED)

                                                               8.

13   CONTINUED:                                                      13

                                MICHAEL
                  Okay, okay. How's that guy who
                  dreams about shitting trout?

                                BEN
                         (entering, putting
                          on his tux shirt)
                  Fine. He moved up to striped
                  bass. Put on your cummerbund.
                  Boy, have you grown. Did your
                  mother move next door to a
                  nuclear power plant?

                                MICHAEL
                         (struggling with the
                          cummerbund)
                  Why do we have to wear rented
                  clothes to Grandpa's party? This
                  blows.

                                 BEN
                         (helping him)
                  We have to dress up because
                  Grandpa can't have a good time
                  unless everyone else is extremely
                  uncomfortable.
                         (looks at Michael
                          and makes a quick
                          decision)
                  Forget the tux. Regular clothes.

     Ben exits, pulling off the tux shirt.

                                MICHAEL
                         (taking off his
                          tux shirt)
                  Are you ambivalent about Grandpa
                  Isaac?

                                BEN (O.S.)
                         (from his room)
                  Ambivalent? Where do you get that stuff?

                                MICHAEL
                  Mom.

                                BEN
                         (annoyed)
                  She's not supposed to do that, you
                  know.
                                (MORE)

                                                       (CONTINUED)

                                                                  9.

13   CONTINUED:    (2)                                                 13

                                BEN (CONT'D)
                  Your mother and I, when we
                  got divorced, we agreed we wouldn't
                  put you in the middle, or use you
                  as a go-between to talk about each
                  other. So just do me a favor and
                  tell your mother to shut her big
                  mouth.
                         (comes back into
                          Michael's room)
                  Did she say anything about me
                  getting married again? I think
                  she could be feeling a little anger
                  about it.

                                MICHAEL
                  Oh, yeah. She really cares. She
                  says you're intimidated by women
                  your own age, and that's why you
                  go for these young babes.

                                BEN
                         (fuming)
                  Okay. Listen, for two seconds,
                  pretend I'm not your father.
                  I'm just some guy, okay?

                                MICHAEL
                  You gonna vent?

                                BEN
                  Yeah.
                         (venting)
                  I hate her! I really hate her!
                         (a beat, then
                          brightly)
                  Okay. Dad again. Let's go.

                                                        CUT TO:


14   EXT. WAREHOUSE - SAME TIME                                        14

     Paul Vitti gets out of his car and walks to the warehouse
     with his most trusted soldier, Jelly, a hulking bruiser,
     and his sidekick JIMMY, a tightly-wound ferret with chips
     on both shoulders.

                                VITTI
                  So what did you find out?

                                                        (CONTINUED)

                                                                 10.

14    CONTINUED:                                                       14

                                 JELLY
                          (as they walk)
                   The word is Primo Sindone must have
                   ordered it, but, uh --

      He hesitates.

                                 VITTI
                   What?

      Jelly looks at Jimmy.

                                 VITTI
                   What?

                                 JELLY
                          (reluctantly)
                   A lot of people think you set him
                   up.

                                 VITTI
                   Why the fuck would I want to kill
                   Dominic? He was like a father to
                   me.

                                 JELLY
                   So you could be the big boss.
                   Everybody figures you're lookin'
                   to wipe out the competition before
                   the big meeting.

                                 VITTI
                   Oh, is that what they figure?

                                 JELLY
                   It's alright with me if you did --

                                 VITTI
                   I didn't kill him! I told you
                   that! Don't you hear?

                                                       CUT TO:


14A   INT. WAREHOUSE - CONTINUOUS ACTION                               14A

      They enter a room where other Vitti family soldiers,
      EDDIE COKES, TUNA, and JOHNNY BIGS are waiting. In the
      middle of the room, a young rat named NICKY SHIVERS is
      tied to a chair under a strong overhead light. When he
      speaks, we get a hint of mental incompetence.

                                                         (CONTINUED)

                                                                11.

14A   CONTINUED:                                                      14A

                                 NICKY
                   Please, Mr. Vitti, I told 'em I
                   don't know anything but they don't
                   believe me 'cause that one time I
                   said Little Joe hit Dukey and it
                   turned out he didn't but I didn't
                   know because --

                                 JIMMY
                          (smacks him)
                   Shut the fuck up!

      Nicky goes suddenly quiet. He watches in terror as Jimmy
      steps aside and Vitti moves close holding a short length
      of lead pipe.

                                 VITTI
                   Nicky, you know me, right?

                                  NICKY
                   Yeah.   You're Mr. Vitti.

                                 VITTI
                   And you know what I'm gonna do to
                   you if you lie to me, right?

                                 NICKY
                   Uh, you're gonna crack me on the
                   head with that pipe?

                                  JIMMY
                          (slaps him)
                   It's a rhetorical question, you
                   fuckin' idiot.

                                 VITTI
                   I'm only gonna ask you this one
                   time. Who killed Dominic Manetta?

                                   NICKY
                   I don't know.

                                  VITTI
                          (roars)
                   Don't fuckin' lie to me!

                                 NICKY
                          (in tears)
                   Honest to God, I don't know!

                                 VITTI
                   You little rat bastard...

                                                        (CONTINUED)

                                                               12.

14A   CONTINUED:    (2)                                              14A

      Vitti winds up to brain him with the pipe. They all
      wince in anticipation of the blow. But Vitti just
      freezes there with his arm upraised. Then he drops his
      arm and seems to sag.

                                 VITTI
                   Forget about it. He doesn't know
                   anything.

      He tosses the pipe aside.

                                 VITTI
                   Get him outta here.

      Jimmy looks at Jelly in surprise.


15    INT. MINIVAN - LATER                                           15

      Ben is driving to the party with Michael. Sitting in
      stopped traffic, he checks his mirrors anxiously.

                                 BEN
                          (to himself,
                           urgently)
                   Look at this. Everybody's nuts.
                   Ooh, I hate walking into that
                   house late.

                                 MICHAEL
                   I think you're reacting like this
                   because you're mad we have to
                   go to this party.

                                 BEN
                   No. Don't. I'm not going to be
                   analyzed by someone who up until
                   a few years ago believed in
                   Santa. Sorry, but we only have
                   room for one Dr. Sobol in this
                   family.

                                 MICHAEL
                   But there's two Dr. Sobols.
                   There's you and Grandpa.

                                 BEN
                          (a beat)
                   Can we talk about something else?

                                 MICHAEL
                   Are you going to read Grandpa's
                   new book? Mom says you won't
                   because you're...

                                                       (CONTINUED)

                                                                  13.

15   CONTINUED:                                                         15

                                BEN
                  Does your mother talk about
                  anything else or is it just me
                  twenty-four hours a day?

     Wham!   Ben REAR-ENDS the CAR in front of them.

                                BEN
                  That's your mother's fault!   Your
                  mother did that! Damn!

                                                        CUT TO:


16   EXT. EAST 90TH STREET - NIGHT                                      16

     The minivan has rear-ended a black Lincoln Town Car. The
     trunk has sprung open and Nicky Shivers can be seen in
     the trunk, bound and gagged, kicking and squirming.
     Muffled shouts can be heard through the duct tape over
     his mouth.

     Jelly and Jimmy jump out of the Lincoln and slam the top
     of the trunk just as Ben gets out of the minivan to
     inspect the damage.

                                JIMMY
                         (heading Ben off)
                  What's the matter with you?   Are
                  you some kind of moron?

                                 BEN
                  I'm sorry.   It's totally my fault.

     Ben looks at the damage. The Lincoln has gotten the
     worst of it. The rear bumper is hanging off, and Jelly
     is struggling to latch the trunk.

                                JIMMY
                  Did you see anything?

                                BEN
                  I was talking to my son.   I took
                  my eyes off the road --

                                JIMMY
                  Forget that bullshit.   Did you see
                  anything?

     Jelly steps in to defuse the situation, warning Jimmy off
     with a look.

                                                        (CONTINUED)

                                                               14.

16   CONTINUED:                                                      16

                                JELLY
                  That's all right, sir. It's our
                  fault for being in front of you
                  like that.

                                 BEN
                         (surprised)
                  Well, I should have been watching.
                  Let me give you my insurance
                  information --

                                 JELLY
                  It's okay.   Forget about it.

                                BEN
                  Really? It looks like your whole
                  rear end might be screwed up.

     Jimmy is reattaching the rear bumper and securing the
     trunk lid with duct tape.

                                JELLY
                  No, it was like that before.

                                BEN
                  Maybe we should call the police?

                                  JELLY
                           (suddenly menacing)
                  Why?    Fuck the police.

                                 BEN
                  Right!   Fuck 'em.

     HORNS start HONKING behind them.

                                BEN
                  At least take my card. You might
                  look at the damage in the morning
                  and change your mind.

     Jelly takes the card and reads it.

                                JELLY
                  You're a doctor?

                                  BEN
                  Ph.D.    Psychologist.

                               JELLY
                  A shrink. You talk to a lotta
                  nuts, huh?

     Ben hears KICKING from inside the car trunk.

                                                       (CONTINUED)

                                                                 15.

16   CONTINUED:    (2)                                                 16

                                JELLY
                  Pings and knocks. Cheap gas.
                  Hey, how do those minivans handle?

                                 JIMMY (O.S.)
                  Jelly!   Let's go!

                                JELLY
                  Take it easy, Doc.

     Ben looks totally confused as Jelly hustles back to his
     car.

                                                       CUT TO:


17   INT. SOBOL HOME - LIVING ROOM - ISAAC SOBOL                       17

     Ben's father, at the piano in the spacious, elegant,
     tastefully-decorated living room, surrounded by adoring
     guests, playing and singing an exuberant rendition of
     "You Must Have Been a Beautiful Baby." Isaac is a silver-
     haired patrician, overloaded with self-esteem.

                                 ISAAC
                         (ending the sing-
                          along)
                  All right, neurotics only! Well,
                  you must have been a beautiful
                  ba-a-by, 'cause baby look at you
                  now, thank God for Prozac, baby
                  look at you now!


     BEN AND MICHAEL

     standing off to the side talking to Ben's mother DOROTHY.
     In the corner is a large advertising display featuring
     Isaac's smiling picture on the front cover of his new
     book, Tell Me What You Feel, Tell Me What You Want.

                                BEN
                  What do you mean you're not
                  coming? It's my wedding.

                                DOROTHY
                  We understand it's a special day
                  for you, Benny, but your father
                  and I can't just pick up and
                  leave town every time you decide
                  to get married.

                                                       (CONTINUED)

                                                               16.

17   CONTINUED:                                                      17

                                BEN
                  Every time? This is a once-in-a-
                  -- twice-in-a-lifetime thing.

     Isaac joins them.

                                BEN
                  Dad, you're not coming to my
                  wedding?

                                ISAAC
                  We want to be there, but I have
                  three book signings next weekend.
                  I can't piss off these big book
                  stores. If I cancel, they'll
                  stick me down on the bottom shelf.
                  That's how they are.

                                BEN
                  Yeah, that's the word on the
                  street. The self-help book
                  business is full of vindictive
                  pricks.

                                 DOROTHY
                          (looking around)
                  Ben!   The language.

                                BEN
                  I'm sorry, but I've been alone
                  for eight years, now I've finally
                  met someone I want to spend the
                  rest of my life with and I would
                  really like you to meet her
                  before we get married. You're
                  going to be her family. I think
                  it's better she knows that up
                  front.

                                ISAAC
                  You're really hostile tonight.

                                 BEN
                  I'm joking.

                                DOROTHY
                         (jumping in)
                  I think I'll go talk to the mayor.

                                BEN
                  The mayor's here?

                                DOROTHY
                  I can only hope.

                                                       (CONTINUED)

                                                               17.

17   CONTINUED:    (2)                                               17

     Dorothy exits.

                                  ISAAC
                  What's wrong?

                                 BEN
                  Nothing.   Everything's fine.

                                ISAAC
                  How's your practice?

                                BEN
                  It's great. Just great. I've got
                  some very interesting patients --
                  extremely interesting.
                  Fascinating actually.

                                MICHAEL
                  Dad has a patient who dreams he
                  shits trout.

                                  BEN
                  Thanks, Mike.

                                ISAAC
                  Excuse us, Michael.

     Isaac pulls Ben into the foyer.

                                ISAAC
                  Why are you wasting your time out
                  there in the boondocks? New York
                  City is the Mecca of Madness.

                                BEN
                  I'm just not sure I could spend my
                  life dealing with people whose
                  biggest crisis is how to fire the
                  maid.

                                ISAAC
                  It beats a guy with an ass full
                  of flounder.

                               BEN
                  Trout! And don't minimize my
                  practice.

                                 ISAAC
                  Why are you getting so defensive?
                  This is about your own feelings
                  of inadequacy.

                                                       (CONTINUED)

                                                                  18.

17   CONTINUED:    (3)                                                  17

                                BEN
                  You always turn it back on me.
                  Why do you do that?

                                ISAAC
                  Why do you think I do that?

                                BEN
                  Why do you think I think you do
                  that? Go ahead, now you ask me
                  why I think you think I think you
                  do that.

                                 ISAAC
                  Enough. I want you to think about
                  what I said. And when you're ready
                  to talk to me like a normal person,
                  I'll be at the piano with
                  Regis Philbin.
                         (as he crosses away)
                  Rege!

                                REGIS PHILBIN
                  I'm not singing, Isaac!

                                ISAAC
                  Now, ladies and gentlemen, at the
                  piano, Regis Philbin!

     Applause and laughter from the guests. Ben grabs a
     glass of champagne from a passing waiter's tray.

                                BEN
                         (to the waiter)
                  Thomas Wolfe was right. You can't
                  go home again -- because your
                  parents still live there.

                                                        CUT TO:


18   INT. OLD LION SOCIAL CLUB - NIGHT                                  18

     Vitti's men converse quietly while a soldier sweeps the
     room for bugs. He gives the "all clear" and SALVATORE
     MASIELLO, the old consigliere, speaks.

                                MASIELLO
                  The Manetta family is asking a lot
                  of questions. They think we hit
                  Dominic.

     CARLO MANGANO, the burly underboss of the Vitti family,
     jumps in.

                                                        (CONTINUED)

                                                                19.

18   CONTINUED:                                                       18

                                MANGANO
                  Forget Dominic! They were after
                  Paul.
                         (to Vitti)
                  It's a miracle you survived. I
                  thank God.

                                VITTI
                  Yeah, thank God. All I know is if
                  I didn't have some veal stuck in
                  my teeth, I'd be laying there with
                  Dominic.

                                JOHNNY BIGS
                  This is all about the big meeting.
                  Primo Sindone wants to run the
                  whole show.

                                MANGANO
                  Yeah, but Primo's a boss. He
                  knows the rules. He couldn't go
                  after Dominic and Paul unless the
                  other families gave their
                  permission.

                                 VITTI
                         (starting to sweat)
                  If they did, we're heading for one
                  big fuckin' war.
                         (having trouble
                           breathing)
                  Talk to Zello and Baldassare.
                  Find out what you can. We got two
                  weeks. If the other New York
                  bosses are against us, I want to
                  know it before I walk into that
                  meeting.

     He feels a stabbing pain in his chest.

                                MANGANO
                  You all right, Paul? You don't
                  look good.

                                VITTI
                  I'm a little choked up here.   I
                  gotta get some air.

     He walks outside. Jelly follows.     Mangano looks
     quizzically after them.

                                                      CUT TO:

                                                               20.

19   EXT. OUTSIDE THE OLD LION - CONTINUOUS ACTION                   19

     Vitti is having trouble breathing.

                             JELLY
               You feel all right?

                             VITTI
               I feel like shit. This whole
               thing is like a huge fuckin'
               headache.

                             JELLY
                      (concerned)
               You havin' one of those
               mindgrains?

     Sweating profusely now, Vitti feels another stabbing
     chest pain.

                              VITTI
               Get the car.

                                                     CUT TO:


20   INT. EMERGENCY ROOM - LATER                                     20

     Vitti is putting on his shirt. He looks considerably
     better. Jelly is sitting down, tapping his own knee with
     the little rubber hammer. Nothing moves.

     DOCTOR SHULMAN, a young cardiology resident, enters.

                             DOCTOR
               Good news, Mr. Evans.   Your heart
               is just fine.

                             VITTI
               How could it be fine? I've had
               like eight heart attacks in the
               last three weeks.

                             DOCTOR
               Well, based on everything, I'd say
               you probably had an anxiety
               attack.

                              VITTI
                       (a beat)
               What?

                             DOCTOR
               An anxiety attack. A panic
               attack. I can give you some Xanax
               if it happens again soon --

                                                     (CONTINUED)

                                                                21.

20   CONTINUED:                                                       20

                                VITTI
                         (menacing)
                  Look at me. Do I look like a guy
                  who panics?

                                DOCTOR
                         (nervous now)
                  There's nothing -- I mean -- it's
                  a common thing --

                                 VITTI
                  Where did you go to medical
                  school? I had a heart attack, you
                  quack bastard.

                                DOCTOR
                         (very scared now)
                  Well, not according to these --

     As Vitti moves toward the Doctor, Jelly instinctively
     grabs the Doctor from behind and holds him while Vitti
     wraps the blood pressure cuff around his neck.

                                VITTI
                         (low and deadly,
                          pumping up the
                          cuff with the
                          squeeze-ball)
                  Listen to me, jerk-off. I had a
                  mild heart attack and now it's
                  over. You understand?

     The Doctor nods vigorously, his eyes bugging out as the
     pressure around his neck increases.

                                VITTI
                  If anyone asks you, you never saw
                  me, and I was never here. Is that
                  clear?

                                 DOCTOR
                          (strangled)
                  Yes.

                                 VITTI
                  Good.
                         (to Jelly)
                  Take the chart.

     Jelly releases the Doctor, grabs all the papers and
     follows Vitti out the door.

                                                      CUT TO:

                                                             22.

21   EXT. HOSPITAL - MOMENTS LATER                                 21

     Vitti and Jelly come walking out the emergency room exit.
     Vitti stops.

                             VITTI
               Jelly, I need you to do something
               for me as my friend.

                                JELLY
               Anything.

                             VITTI
               You have to find me a doctor.

                             JELLY
               We just came from the doctor.

                             VITTI
               Not that kind of doctor.   I need a
               head doctor.

                             JELLY
               You're gonna change your face like
               Sonny Black? Don't get his nose
               though, he looks like a pig.

                             VITTI
               Not a plastic surgeon, ya spoostud.
               Do I have to spell everything out?

                                JELLY
               It saves time.

                             VITTI
               I need you to find me a
               psychiatrist.

                             JELLY
               Wow. This is like the Psychic
               Network or something. I just ran
               into a psychiatrist. Actually he
               ran into me.

                             VITTI
               Is he any good?

                             JELLY
               Yeah, he seemed like a smart guy.
               He had a business card and
               everything --

                             VITTI
               He had a card? That's a real
               fuckin' achievement.

                                                     (CONTINUED)

                                                                 23.

21   CONTINUED:                                                        21

                                JELLY
                  What do you need a shrink for
                  anyway?

                                VITTI
                  It's not for me. It's for a
                  friend. This friend is having
                  some problems, so I'm going to ask
                  the shrink some questions and get
                  some answers for my friend.

                                  JELLY
                  Got it.

                                VITTI
                  And nobody can know. If anyone
                  hears I'm talking to a shrink, it
                  could be interpreted the wrong
                  way. You know what I mean?

                                JELLY
                  Of course. Absolutely.
                         (then)
                  Can I ask you one thing?

                                  VITTI
                  What?

                                  JELLY
                  This friend.    Is it me?

                                                       CUT TO:


22   INT. BEN'S OFFICE - DAY                                           22

     Ben is with a patient, CARL ANDERSON, a high-strung
     milquetoast in his late forties.

                                BEN
                  Carl, I'm detecting a pattern
                  here. You seem to settle too
                  easily for things.

                                  CARL
                  You're right.    I do.

                                BEN
                  No, well, there you go. You
                  just did it again. I suggested
                  something and you immediately
                  agreed.

                                                       (CONTINUED)

                                                                 24.

22   CONTINUED:                                                        22

                                  CARL
                  You're right.    I did.

                                BEN
                  Why do you think you do that?

                                  CARL
                  I don't know.

                                 BEN
                  Well, sometimes people do it
                  because they fear rejection or
                  disapproval, but you can't let
                  that worry you, Carl. And you
                  can't agree with things just for
                  the sake of agreeing. Stand
                  your ground. Don't let people
                  roll over you.

     The door opens and Jelly enters.

                                  JELLY
                  Dr. Sobol?

                                  BEN
                  Excuse me!    I'm in a session here.

                                JELLY
                  Yeah, I know, I'm sorry.

                                BEN
                  You're... You're one of the guys
                  I rear-ended the other night.

                                  JELLY
                  Bingo.
                         (to Carl)
                  Get outta here.

     Jelly takes Carl by the elbow and lifts him off the
     couch.

                                 JELLY
                  Upsa-daisy.   You got a coat,
                  nutbar?

                                BEN
                  What are you doing?

                                  JELLY
                  He's leaving.

                                                         (CONTINUED)

                                                                 25.

22   CONTINUED:    (2)                                                 22

                                BEN
                  The hell he is. He's not going
                  anywhere until we're done with his
                  session.

     Jelly pulls a big roll of bills out of his pocket,
     removes the rubber band, and peels off a couple of
     fifties.

                                JELLY
                         (to Carl)
                  I'll give you a hundred bucks to
                  get out of here.

     Carl looks at the money, then he gives Ben a plaintive
     look.

                                BEN
                  Don't take it, Carl.

     Carl looks back to Jelly.

                                JELLY
                         (peeling off another
                          bill)
                  A hundred and fifty.

                                BEN
                  He's not leaving.


                                 CARL
                         (trembling)
                  Three hundred.

                                JELLY
                         (pays him)
                  You're not that fuckin' crazy.

     Carl takes the money, gives Ben the thumbs up and
     exits. Jelly follows him to the door and waves for
     someone to come in.

                                BEN
                  Listen, if you're upset about your
                  car, I can understand that. But
                  you don't just barge in here --

     Paul Vitti steps into the office.    Ben freezes.   Jelly
     crosses to take Vitti's coat.

                                VITTI
                  You know who I am?

                                                       (CONTINUED)

                                                                   26.

22   CONTINUED:    (3)                                                   22

                                    BEN
                  Yes.

                                    VITTI
                  No you don't.

                                    BEN
                  Okay.

                                VITTI
                  You've seen my picture in the papers?

                                    BEN
                  Yes.    And no.    Sometimes.   Never.

                                VITTI
                  Jelly, wait outside.

     Jelly exits. Vitti walks around the room, taking
     everything in. He picks up the phone and listens.          Hangs
     up.

                                    VITTI
                  Sit down.

                                    BEN
                  Sure.

     Ben sits quickly on the coffee table. He crushes a box
     of tissues, then moves them out from under his ass.
     Vitti picks up a stack of CDS and looks through them.

                                VITTI
                  Tony Bennett, huh?

                                 BEN
                  Yeah.   He's my favorite.

     Vitti picks up an autographed baseball bat from Ben's
     desk.

                                BEN
                         (puts up his hands)
                  Mr. Vitti, I tried to give the guy
                  my insurance information, but he
                  wouldn't take it. Seriously, I
                  tried several times because it was
                  all my please don't kill me.

                                VITTI
                  I was just gonna ask if you liked
                  baseball.

                                                           (CONTINUED)

                                                                27.

22   CONTINUED:    (4)                                                22

                                 BEN
                  Yes.   Big Yankee fan.

     Vitti puts the bat down.

                                BEN
                  Mr. Vitti. Not that it's your
                  fault, but your friend, he
                  interrupted a patient's session
                  and that's -- not good. I think
                  this is a matter for our insurance
                  companies, don't you think?

                                VITTI
                  I don't care about the car.

                                   BEN
                  Then what -- ?

                                VITTI
                  A friend of mine is having a
                  problem and he might have to see a
                  shrink, so I'm going to ask you a
                  couple questions. Do we sit?

                                BEN
                  Whatever makes you comfortable.

     Ben starts for his chair, but Vitti sits in it first.
     Ben sits on the couch. Vitti adjusts the cuffs of his
     shirt, and runs a hand down the crease in his slacks.

                                VITTI
                  Okay, the first thing I gotta know
                  about is privacy. You must hear
                  a lot of weird shit in here. How
                  do I know you won't go testifying
                  -- not testifying -- but, you know,
                  talking about it to somebody else.

                                BEN
                  I won't discuss a patient with
                  anyone for any reason, unless I
                  know the patient may be a danger
                  to himself. Like if I'm concerned
                  a patient might kill himself...

                                VITTI
                  Not fuckin' likely --

                                BEN
                  -- or kill someone else.

                                                        (CONTINUED)

                                                                28.

22   CONTINUED:    (5)                                                22

     Ben looks to Vitti for a response.    Vitti stares at him
     for a long, uncomfortable beat.

                                   VITTI
                  So who starts?

                                BEN
                  Why don't you tell me why you think
                  you need therapy?

                                VITTI
                  I don't need therapy. I'm helping
                  out my friend. You didn't hear me
                  say that?

                                 BEN
                  Right.   I'm sorry.

                                VITTI
                  You guys are supposed to be so
                  great when it comes to listening.
                  You can't remember what I said two
                  seconds ago.

                                BEN
                  I'm very sorry.

                                VITTI
                  I have to tell you, Doc, I'm not
                  thrilled with the level of service
                  up to this point.

                                BEN
                  Why don't you tell me about your
                  friend?

                                VITTI
                  He's a powerful guy. Never had
                  a problem dealing with things,
                  you know? Now all of a sudden,
                  he's falling apart. He cries
                  for no reason. He's having
                  trouble sleeping. And then he
                  started having these attacks. You
                  know, can't breathe, dizzy, chest
                  pains -- like you think you're
                  gonna die.

                                   BEN
                  Panic attacks.

                                                        (CONTINUED)

                                                              29.

22   CONTINUED:    (6)                                              22

                                VITTI
                  What's with all you doctors and
                  the fuckin' panic? Did I say
                  panic?

                                BEN
                  Not panic. Dizzy -- breathing --
                  chest pain attacks.

                                VITTI
                  Right. So the question is, what
                  can he do to make it stop?

     Ben decides to go for it.

                                BEN
                  I'm going to go out on a limb
                  here. I think your friend is you.

                                VITTI
                  You -- you -- you -- you have a
                  gift, my friend. Go on.

                                BEN
                  Medication could help, but if you
                  really want to get to the bottom
                  of this, you're going to want to
                  get some kind of therapy.

                                 VITTI
                  With you?

                                BEN
                         (hedging)
                  With me? Oh, I don't know. I'd
                  have to look at my schedule. I'm
                  very heavily booked right now and
                  I'm going on a short vacation
                  tomorrow.

                                VITTI
                  Where you going?

                                BEN
                  I don't really share that
                  information with...

                                 VITTI
                  Where?

                                 BEN
                  Miami Beach.

                                                      (CONTINUED)

                                                                  30.

22    CONTINUED:    (7)                                                 22

                                 VITTI
                   You know, this could be good. Just
                   getting that off my chest, I feel
                   better already. It's like a load
                   is off my shoulders. Thank you.

                                 BEN
                   Well, I really didn't do anything --

                                 VITTI
                   You did something. The load?
                   Off. Where is it? Don't know.
                   You're good, Doctor. I'll be in
                   touch. But listen to me.
                          (leaning close,
                           menacing)
                   If I talk to you and it turns me
                   into a fag, I'll kill you. You
                   understand?

                                 BEN
                   Could we define 'fag,' because
                   some feelings may come up --

      Vitti silences him with a wave of his hand.

                                 VITTI
                   I go fag, you die. Got it?

                                 BEN
                   Yes.

      Vitti gives Ben a little pat on the cheek, then turns
      and exits. Ben is stunned.

                                                        CUT TO:


23    OMITTED                                                           23


23A   EXT. BACK YARD - LATER                                            23A

      Ben comes out the back door of the house carrying a
      couple of suitcases. Michael follows behind him with
      his bags. They cross to the car in the driveway.

                                 BEN
                   I hope you didn't leave any food
                   in your room. I don't want to
                   come home and find a science fair.

                                                        (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                     31.

23A   CONTINUED:                                                           23A

                                  MICHAEL
                   I didn't.   Hey, Dad? One thing
                   though.

                                  BEN
                   Yeah?

                                 MICHAEL
                   I go fag, you die.

                                BEN
                   Michael! That's it!      I am sealing
                   that vent.

                                 MICHAEL
                   You are so cool, Dad. Was that
                   really Paul Vitti?

                                 BEN
                          (throwing the bags
                           in the car)
                   I didn't ask to see his Mafia
                   decoder ring, but yeah, it was
                   him. And you cannot tell anyone
                   he was here. You understand?

                                 MICHAEL
                   Should I take it off the internet?

                                  BEN
                   What?

                                  MICHAEL
                   I'm kidding!

                                                           CUT TO:


24    OMITTED                                                              24


24A   EXT. MIAMI BEACH - DAY                                               24A

      Helicopter SHOT of the hotels fronting the crowded beaches.


24B   EXT. HOTEL SWIMMING POOL (MIAMI) - DAY                               24B

      LAURA MacNAMARA, a pretty and charming TV news
      correspondent, is on the air live, surrounded by her
      camera crew. Kids are frolicking in the pool, splashing
      off the water slide behind her.

                                                           (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                32.

24B   CONTINUED:                                                      24B

                                 LAURA
                   So judging from the mob scene
                   around the pool here today, I
                   think you'd have to say that
                   there's nothing 'off' about the
                   'off-season' in Miami Beach this
                   summer. Now, on a personal note,
                   this is my last report for
                   W.V.B.F. I'm getting married
                   to a wonderful man and moving
                   to New York, so if you're up
                   that way, watch for me on the
                   W.P.I.X. news team. Thanks for
                   everything, Miami.
                          (voice catching
                           slightly)
                   For the last time, this is Laura
                   MacNamara, W.V.B.F. news.

      She pulls a bouquet out from behind her back and tosses
      it to the camera.

                                  LAURA
                   Catch!

      She smiles for a long beat.

                                  PRODUCER
                   We're clear.

      Laura's smile abruptly disappears.

                                 LAURA
                          (to the crew, all
                           business)
                   I'll do the re-asks, then you guys
                   can just shoot the inserts and
                   pack it up.
                          (looks off)
                   Ben!

      Laura runs to Ben, standing on the sidelines, and
      embraces him. Michael is there too.

                                 LAURA
                   This is him, everyone!    This is
                   the guy!

                                  BEN
                          (to the crew)
                   Hi, everybody.

                                                        (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                33.

24B   CONTINUED:    (2)                                               24B

                                 LAURA
                          (as she hugs him)
                   Oh, I missed you.

                                 BEN
                   I missed you too. Michael, say
                   hello.

                                 MICHAEL
                   Hi, Laura.

                                 LAURA
                          (a little too big)
                   This is Michael? I don't think so.
                   If I remember correctly, Michael
                   was a little boy, and this, this
                   is a great big kid. Hey, you.
                   Tell us what you did with Michael
                   Sobol.

      Ben and Michael look at each other out of the corners of
      their eyes.

                                LAURA
                   Okay. Come on. Give me a break.
                   I'm trying.

                                 MICHAEL
                   No, it was nice, but I'm fourteen
                   so it wasn't -- you know -- age
                   appropriate.

                                  LAURA
                          (smiles
                           appreciatively)
                   Sorry. Just smack me if I do that
                   again.
                          (hugs him)
                   How are you, Michael?

                                 MICHAEL
                   Great.

      There is an awkward silent moment, everyone smiling
      uncomfortably.

                                 BEN
                   Mike, you want to go look at the
                   camera?

                                 MICHAEL
                   Why would I want to look at the
                   camera?

                                                        (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                  34.

24B   CONTINUED:    (3)                                                 24B

                                 BEN
                   'Cause I bet there's all kinds of
                   cool video stuff over there. Why
                   don't you check it out?

                                 MICHAEL
                          (gets the hint)
                   Oh, yeah.
                          (to Laura)
                   Is it okay?

                                LAURA
                   Go ahead. If you break something,
                   don't worry. I'm out of here.

      Michael crosses to the camera crew.

                                 LAURA
                   You think he likes me?

                                  BEN
                   Michael?   He's crazy about you.   I
                   am too.

      They embrace.

                                 LAURA
                   You are? And you still really
                   want to get married?

                                  BEN
                   Of course.

                                 LAURA
                   But what if you get tired of me?
                   I know so many couples that were
                   really happy, then they got
                   married and just completely lost
                   interest in each other.

                                 BEN
                   That's not going to be us.

                                 LAURA
                   I just don't want to lose the
                   passion.

                                 BEN
                   Yes, I'm brimming with passion.
                   I'm up to here with passion.

                                                          (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                  35.

24B   CONTINUED:    (4)                                                 24B

                                 LAURA
                   I want us to be like animals.
                   You know just screaming and
                   sweating and tearing at each
                   other all the time --

                                 BEN
                   The sweating shouldn't be a
                   problem. The tearing sounds
                   painful.

      The SOUND GUY crosses over.

                                 SOUND GUY
                          (embarrassed)
                   Uhh, Laura? You want me to take
                   your mic, or at least turn it off?

      Laura looks over at the crew. It's obvious that Michael
      and the crew have heard this whole exchange.

                                  LAURA
                   Oh my God.


25    OMITTED                                                           25
&                                                                       &
25A                                                                     25A


25B   INT. WALDORF-ASTORIA - HOTEL CORRIDOR - NIGHT                     25B

      A room service cart with the remains of a sumptuous meal
      is standing in the hall outside one of the rooms.

                                  SHEILA (O.S.)
                   Oh my God!   Oh, yes. Oh, yes.

                                                        CUT TO:


26    INT. HOTEL ROOM - SAME TIME                                       26

      Vitti is in bed making love to his mistress, SHEILA, a
      pretty woman in her late 20s. They're really going at
      it.

                                 SHEILA
                   Oh, yes. Oh, yes.
                          (then)
                   Is everything okay, Paul?

                                                        (CONTINUED)

     ANALYZE THIS - Rev. 7/9/98                                35A.

26   CONTINUED:    (A1)                                               26

                                VITTI
                  What are you talking for?   I'm
                  trying to do this here.

                                SHEILA
                  You seem -- distracted.

                                VITTI
                  I got things on my mind.    Stop
                  talking.

                                SHEILA
                  Okay, I'm sorry. Just relax,
                  baby.

     He goes back to lovemaking.

                                SHEILA
                         (after a beat)
                  Were you thinking about your wife?

                                                       (CONTINUED)

     ANALYZE THIS - Rev. 7/21/98                                36.

26   CONTINUED:                                                       26

                                VITTI
                  No, I wasn't thinking about my
                  wife.
                         (a long beat)
                  Now I'm thinking about my wife.
                  Goddamn it, Sheila, why can't you
                  keep your mouth shut!

     Completely frustrated now, he gets out of bed, leaving
     her alone and confused.

                                SHEILA
                         (small voice)
                  I'm sorry, Paul.

                                                      CUT TO:


27   INT. BEN'S MIAMI HOTEL ROOM - NIGHT                              27

     Ben and Laura are nestled together in bed, asleep.

                                JELLY (O.S.)
                         (whispering)
                  Dr. Sobol. Dr. Sobol.

     Ben stirs.

                                BEN
                  Mom?

     Jelly's head pops up on Ben's side of the bed. Ben wakes
     up and his eyes go wide. Jelly puts a finger to his lips.

                                JELLY
                  Mr. Vitti wants to see you.   I
                  have your robe.

                                                      CUT TO:


28   OMITTED                                                          28


29   UNDERWATER                                                       29

     Kelp. Rocks. Bubbles. A mermaid swims INTO VIEW and
     meets up with another mermaid. They do beautiful back
     flips under the water.

                                VITTI (O.S.)
                  You no-good little two-bit piece
                  of shit bastard!

                                                      (CONTINUED)

     ANALYZE THIS - Rev. 7/21/98                               37.

29   CONTINUED:                                                      29

     We PULL BACK to see the mermaids through the viewing
     windows of a large tank behind the bar of the --


     INT. WIKI WACHI LOUNGE - LITTLE LATER

     A tacky dive with a tropical motif.    Ben, in his robe, is
     being berated by Vitti.

                                VITTI
                  I got news for you. I'm still
                  fucked up. Whatever you did the
                  other day, it didn't take. You
                  did nothing for me.

                                BEN
                         (indignant)
                  I did nothing? What did you
                  expect? I saw you for five
                  minutes. I don't work miracles,
                  Mr. Vitti. And I'll tell you
                  something else. I don't appreciate
                  it when someone breaks into my
                  hotel room and kidnaps me. I don't
                  go for that. I have a family and
                  a life and a serious practice, and
                  I don't have time for your
                  bullshit!
                         (sheepishly)
                  That got away from me near the
                  end.

     Vitti stares at Ben.

                                VITTI
                  I couldn't get it up tonight.

                                BEN
                         (stopped cold)
                  You mean sexually?

                                VITTI
                  No, I mean for the big game
                  against Michigan State. Of course
                  sexually!

                                BEN
                  You flew fifteen hundred miles and
                  dragged me out of bed in the
                  middle of the night because you
                  couldn't get an erection?

                                VITTI
                  Doesn't that prove I'm motivated?

                                                       (CONTINUED)

     ANALYZE THIS - Rev. 7/21/98                              38.

29   CONTINUED:    (1A)                                             29

                                BEN
                  You can take a pill for that, you
                  know.

                                                      (CONTINUED)

                                                               39.

29   CONTINUED:    (2)                                               29

                                VITTI
                  No, that's a cheat. You start with
                  the pills, next thing you know you
                  got implants with pumps. I think
                  a hard-on should be gotten
                  legitimately or not at all.

                                BEN
                  Did you see that embroidered on a
                  pillow somewhere?

                                VITTI
                  Are you gonna help me or not?

                                BEN
                  I don't believe this. All right.
                  Has this happened before?

                                VITTI
                  The dead dick thing? Never.
                  Well, one time. Tonight. And
                  another time.

                                BEN
                  So twice?

                                VITTI
                  Do the math. Two times.
                         (a beat)
                  There was another time. But it
                  was after a big meal, so, you
                  know, that don't count.

                                BEN
                  Listen, being unable to perform
                  three or four times --

                                VITTI
                  Five.

                                BEN
                  Five times -- it isn't the end of
                  the world.

                                VITTI
                  Maybe not to you -- look at you --
                  but if I can't get it up, that
                  makes me less of a man and I can't
                  have that.
                                (MORE)

                                                       (CONTINUED)

                                                               40.

29   CONTINUED:    (3)                                               29

                                VITTI (CONT'D)
                         (moving closer
                          to Ben)
                  In my business I deal with
                  animals. They may seem dumb to an
                  educated guy like you, but make no
                  mistake about it, Doctor, animals
                  are very cunning. And they sense
                  weakness. Right now I'm an
                  injured animal. It's only a
                  matter of time before one of the
                  lions out there catches the scent.
                  Then I'm dead. That's the way it
                  is. If you don't understand that,
                  then you don't understand the life
                  I live and you don't understand
                  me.

                                 BEN
                          (nodding)
                  Okay.

                                VITTI
                  I have until the end of the week
                  to get strong or they're gonna eat
                  me up. If they don't kill me in
                  the meantime.

                                BEN
                  What happens next week?

                                VITTI
                  I can't tell you and you don't
                  want to know.

                                BEN
                  It's impossible. I can't do
                  anything that fast. And even
                  if I could, what's my goal here?
                  To make you a happy, well-adjusted
                  gangster?

                                VITTI
                  Look, the other day I saw a
                  commercial on television, some kid
                  playing with a couple of puppies.
                  I cried for 45 minutes. Slap a
                  pair of tits on me, I'm a woman!

                                 BEN
                  I'm sorry.   I can't help you.

                                VITTI
                  You're turning me down?

                                                       (CONTINUED)

                                                               41.

29   CONTINUED:    (4)                                               29

                                BEN
                  Mr. Vitti, when I got into family
                  therapy, this was not the family I
                  had in mind. I'm turning you down.

                                VITTI
                  You with your schmucky little
                  office in your schmucky little
                  house out there in Schmuckville --
                  you're turning me down? What, so
                  you can spend more time listening
                  to housewives piss and moan about
                  how nobody fucks them right?

                                BEN
                  I'd like to go now.

                                VITTI
                         (starts to cry)
                  You see this? This is what I'm
                  talking about! I'm a dead man!

     Ben turns away and starts for the door.

                                VITTI
                         (through the tears)
                  You call yourself a doctor? You
                  should be ashamed. A real doctor
                  couldn't turn his back on a person
                  who's suffering!

                                BEN
                         (finally)
                  All right.
                         (hands him a
                          handkerchief)
                  What happened with your wife tonight?

                                 VITTI
                         (wiping away his
                          tears)
                  I wasn't with my wife. I was
                  with my girlfriend.

                                BEN
                  You have a girlfriend? We could
                  do two months on that alone.

                                VITTI
                  What, you're gonna start
                  moralizing with me now?

                                                       (CONTINUED)

                                                               42.

29   CONTINUED:    (5)                                               29

                               BEN
                  Okay. Do you have marriage
                  problems?

                                 VITTI
                  No.

                                BEN
                  Then why do you have a girlfriend?

                                VITTI
                  I do things with her I can't do
                  with my wife.

                                BEN
                  Why can't you do those things with
                  your wife?

                                VITTI
                  Hey. That's the mouth she kisses
                  my children good night with.
                  What's the matter with you?

                                BEN
                  Okay, okay. Have you been under a
                  lot of stress lately?

                                VITTI
                  You mean like seeing your best
                  friend murdered? Yeah, I got
                  stress.

                                BEN
                  Well, based on what you told me
                  before about your attacks, I'd
                  say that's probably it then.

                                VITTI
                  It's just stress?

                                BEN
                  I doubt if there's anything
                  physically wrong with you.

                                 VITTI
                          (brightening, pointing
                           a finger at Ben)
                  You.   You. You're very good.

                                BEN
                  There's a lot more to it --

                                                       (CONTINUED)

                                                               43.

29   CONTINUED:    (6)                                               29

                                VITTI
                  No, you're right. You're right on
                  the money. I can feel the juices
                  rushing back to my manhood as we
                  speak.

                                BEN
                  Well, I didn't need to know that.

                                VITTI
                  This settles it. You're my
                  shrink.

                                BEN
                  I can't treat you, Mr. Vitti. I
                  don't think you're really ready to
                  open up and deal with --

                                VITTI
                  Listen to you. The honesty.
                  Nobody -- and I mean nobody --
                  talks to me like this. I'm ready.
                  Let's do it.

                                 BEN
                  You don't hear the word 'no' that
                  often, do you?

                                VITTI
                  I hear it all the time. Only it's
                  more like, 'No, no, please, no!'


                                BEN
                         (relenting)
                  All right. I'm here for two more
                  days. When we get back to New
                  York, I'll treat you exclusively
                  for two weeks. I just need to
                  figure out what to tell my other
                  patients.

                                VITTI
                  You want me to clear your schedule
                  for you?

                                BEN
                  No thanks, I'll handle it.   Now
                  can I go?

     Vitti throws his arms around him and kisses him on both
     cheeks. A look of concern crosses Ben's face.

                                                       (CONTINUED)

      ANALYZE THIS - Rev. 7/21/98                               44.

29    CONTINUED:    (7)                                               29

                                 VITTI
                   Thank you.

                                                      CUT TO:


29A   INT. BEN'S MIAMI HOTEL ROOM - NIGHT                             29A

      Ben enters.    Laura is sitting up in bed, pissed off.

                                 LAURA
                   What is wrong with you? I woke
                   up, you were gone, no note or
                   anything. I've been going out of
                   my mind, Ben. I walked all over
                   the hotel looking for you. I
                   almost called the police!

                                 BEN
                   Okay, listen. I'm going to tell
                   you the truth. I had a serious
                   patient emergency.

                                 LAURA
                   You have patients in Florida?

                                 BEN
                   Just one. He followed me here
                   from New York. I had to go.

                                 LAURA
                   Who is this patient?

                                                      (CONTINUED)

                                                                45.

29A   CONTINUED:                                                      29A

                                 BEN
                   Paul Vitti!
                          (a beat)
                   Paul Vitti.

      A long beat.

                                 LAURA
                          (worried)
                   Oh, Ben.

                                   BEN
                   I know.    But don't worry. It's
                   not like   he's a real patient.
                   He's got   this idea in his head
                   that I'm   helping him. It's crazy.

                                 LAURA
                   You're not going to treat him.

                                   BEN
                   No.

                                 LAURA
                   Tell me you're not.

                                   BEN
                   I'm not!

                                 LAURA
                   That would be too scary. You
                   don't want a person like that in
                   your life, believe me. I've
                   covered the mob down here. I've
                   seen what they can do.

                                 BEN
                   Listen, it's been taken care of.
                   I told him I couldn't see him
                   again. He understood and it's
                   over.

                                   LAURA
                   You sure?

      Ben nods.

                                 LAURA
                          (tearing up)
                   I was so worried.

      He hugs her and holds her tightly, feeling like a jerk
      for lying to her.

                                                      CUT TO:

                                                             46.

30   INT. SEWING ROOM (NEW YORK) - NEXT MORNING                    30

     Immigrant garment workers cut and sew fabric.


31   INT. OFFICE - CONTINUOUS ACTION                               31

     This is Sindone headquarters. A few of his trusted guys
     are in attendance: HANDSOME JACK, POTATOES, and MOONY,
     his consigliere.

                             MOONY
               It doesn't figure. We take out
               Manetta, what does Vitti do?
               Nothing. Why doesn't he move?

     PRIMO SINDONE, a vain, pompous Mussolini, is standing on
     a stool in his underwear, being fitted for a suit by a
     nervous tailor.

                              SINDONE
               Fuck him.

                             MOONY
               I'm telling you, Primo, he's
               planning something big. The shit
               is really gonna come down.

                             SINDONE
               Then let it come down. Vitti's a
               tough guy but a lot of tough guys
               got fed to the crabs off Red Hook
               over the years.
                      (looking down at
                       the tailor)
               You been down there a long time.
               Are you measuring my inseam or
               contemplating a lifestyle change?

     Sindone nods for the tailor to get out.

                              MOONY
               Primo?   What about Vitti?

                             SINDONE
               Vitti. Vitti. The whole time we
               were growing up, he was the smart
               guy; I was the dope. My father
               was a nickel-and-dime shitheel;
               his father had it all. Vito
               Genovese blew it at Apalachin
               because he forgot to kill Gambino
               before the meeting.
                             (MORE)

                                                     (CONTINUED)

                                                                 47.

31    CONTINUED:                                                        31

                                 SINDONE (CONT'D)
                   I won't make the same mistake. I
                   want Paul Vitti dead -- now. You
                   two astronauts think you can handle
                   that?

      Handsome Jack and Potatoes nod their agreement.

                                 HANDSOME JACK
                   You got it, Primo.

                                                         DISSOLVE TO:


32    MAN WITH FISH HANGING FROM HIS MOUTH                              32

      A killer whale leaps up and takes it from between his
      teeth.


      EXT. MIAMI SEAQUARIUM - CONTINUOUS ACTION

      The audience in the stands applaud as the killer whale
      splashes back into the water.


32A   LAURA AND MICHAEL                                                 32A

      are clapping.    Ben is clearly bored.


                                 LAURA
                          (to Ben)
                   Come on. Get into it.

                                 BEN
                   I don't understand. They jump
                   out of the water, they splash,
                   they eat fish. It's not a real
                   stretch for a whale. If they
                   did a number from West Side
                   Story, then I'd be into it.

                                 LAURA
                   Just stop.
                          (to Michael)
                   We're having fun, right?

                                 MICHAEL
                   Well, to be real honest. I'm
                   not having as much fun as it
                   looks like I am. I'm pretending,
                   you know, because we have to
                   bond and everything.

                                                         (CONTINUED)

                                                                  48.

32A   CONTINUED:                                                        32A

      Laura looks at Ben.

                                 BEN
                          (to Laura)
                   You've got to admire the openness.

                                 MICHAEL
                          (a tad too excited)
                   Here comes the whale again!


32B   TANK                                                              32B

      The whale leaps high in the air and crashes back down,
      sending a wall of water flying into the first few rows.


      JELLY AND JIMMY

      walking by the tank, get soaked by the huge wave.

                                 JIMMY
                   Fuck me!


      STANDS

      Ben looks and sees Jelly beckoning him.

                                  BEN
                          (to Laura and
                            Michael)
                   I'm hungry. Yeah, I'm going to
                   get a hot dog. Who wants a
                   hot dog?

                                 MICHAEL
                          (rising)
                   I'll go with you.

                                 BEN
                   No, I'll go. You're pretending
                   to have a good time. I don't
                   want to spoil that. Be right
                   back.

                                                        CUT TO:


33    EXT. VOMITORIUM - MOMENTS LATER                                   33

      Ben confronts Jelly and Jimmy, who are soaked to the skin.

                                                        (CONTINUED)

                                                                 49.

33   CONTINUED:                                                        33

                                  BEN
                  What is this?    Are you guys
                  following me?

                                 JIMMY
                  Fuckin' fifteen-hundred dollar
                  suit. You think the whales piss
                  in that water?

                                JELLY
                  No, I think they use the men's
                  room next door at the Burger King.
                         (to Ben)
                  Mr. Vitti wants to see you.

                                BEN
                  Is this a joke?

                                JELLY
                  You're an employee of Mr. Vitti's.
                  That means you're on call twenty-
                  four hours a day just like the
                  rest of us.

                                BEN
                  No, he and I discussed this. I
                  told him I'd see him when I got
                  got back to New York.

                                JELLY
                  Don't be a skavootz. It is what
                  it is. If he needs you sooner,
                  you go.

                                BEN
                  No, I'm not going, and if you
                  bother me again I won't treat him
                  at all. Understand? That's it.
                  End of story.

                                                       CUT TO:


34   AQUARIUM VIEWING WINDOW                                           34

     Ben plunges into the tank in the middle of a school of
     sharks. He screams silently underwater and swims
     desperately for the top.

     A couple of families watching THROUGH the viewing window
     laugh and applaud as if it's part of the show.

                                                       CUT TO:

                                                              50.

35   SANDCASTLE                                                     35

     An alligator loafer steps down on it. We TILT UP TO a
     SEVEN-YEAR-OLD BOY with a shovel and pail.

                                  BOY
                  Asshole.

     After a beat, a ten dollar bill falls where the
     sandcastle was. The Boy's face instantly brightens.

                                BOY
                  Thanks, mister.


     EXT. BEACH - DAY

     The alligator loafer belongs to Jelly. He's walking with
     Jimmy and other bodyguards who form a loose protective
     perimeter around Ben and Vitti as they walk along the
     shore. All the guys are wearing loud Jersey beach
     outfits.

                                BEN
                  They threw me in the shark tank,
                  Paul. The shark tank!

                                VITTI
                  They were trying to make a point.

                                BEN
                  What, that you're a scary guy?
                  I get it.

                                VITTI
                  You're in a mood, you know that?

                                BEN
                  Yeah, I get that way when a shark
                  tries to chew on my ass.

                                  VITTI
                  Okay.   Okay.   Calm down.

                                 BEN
                  I don't want to calm down. My
                  girl friend saw me all wet?
                  I told her I fell into a tank
                  with the manatees. I lied to
                  her last night, now this. I
                  don't like it.

                                 VITTI
                  Manatees.   That's a funny word.
                  Manatees.

                                                      (CONTINUED)

                                                              51.

35   CONTINUED:                                                     35

                                BEN
                  I'm glad you're entertained.
                  What's the problem?

                                VITTI
                  Oh, I can tell you really care.

                                 BEN
                  Okay.   What's going on?

                                VITTI
                  I had an episode. Not an actual
                  panic attack, but I started
                  panicking a little thinking I
                  might have one. Does that seem
                  weird to you?

                                BEN
                  I'm redefining 'weird' on an
                  hourly basis. What were you
                  thinking about when you started
                  feeling anxious?

                                VITTI
                  I don't know. The usual bullshit.
                  Family problems.

                                BEN
                  Which family?
                         (referring to
                          bodyguards)
                  This one?

                                VITTI
                  No, regular family.

                                 BEN
                         (stops)
                  I want you to draw a picture of a
                  house. In the sand.

                                VITTI
                  What kind of house? A warehouse?
                  A whorehouse? My house? What
                  house?

                                 BEN
                  A house.

                                 VITTI
                  Why?

                                BEN
                  I'll tell you after you do it.

                                                      (CONTINUED)

                                                               52.

35   CONTINUED:    (2)                                               35

     Vitti bends over and starts drawing in the sand.

                                VITTI
                  This is good. I come to Florida
                  and draw pictures in the sand like
                  a jerkoff.


36   BENCH                                                           36

     TINO, a local Miami hitman, is covertly watching Ben and
     Vitti on the beach. He talks into a cell phone.

                                TINO
                  I don't know what they're doing.
                  He's talking to some guy. Looks
                  like Vitti is drawing something in
                  the sand... What's he drawing?
                  What am I, Superman? I'm a
                  hundred yards away -- I can't see
                  shit... No way, he's got that fat
                  Jelly with him and his partner,
                  Jimmy Boots. We could take him
                  out with a rifle and a scope, but
                  I don't have any of that shit with
                  me. My scope's in the shop...
                  Nah, it's a warranty item... Hey,
                  don't sweat it. You told me to
                  take care of him, I'll take care
                  of him... Okay, I'll call you
                  back.


37   BACK ON BEACH                                                   37

     Vitti finishes drawing.

                                 VITTI
                  There.   You happy?

                                BEN
                  Where are the people?

                                 VITTI
                  What people?   You told me to draw
                  a house.

                                BEN
                  I know. But usually when people
                  draw a house they draw people.
                  Where are the people who live in
                  your house?

                                                       (CONTINUED)

                                                               53.

37   CONTINUED:                                                      37

                                VITTI
                  Well, you see, they'd come out and
                  say hello, but the whole family's
                  in the Witness Protection Program.
                  It's very sad. What the fuck you
                  want from me?

     They start walking.

                                BEN
                  Okay, forget the house. I'm going
                  to say some words, and you say
                  the first thing that comes into
                  your mind.

                                VITTI
                  Good, more games. Shoot.

                                   BEN
                  Home --

                                   VITTI
                  -- plate.

                                   BEN
                  Mother --

                                   VITTI
                  -- fucker.

                                   BEN
                  Father --

                                VITTI
                  -- forgive me for I have sinned.

                                   BEN
                  Wife?

                                   VITTI
                            (clears his throat)
                  Love.

                                   BEN
                  Son?

     Vitti looks out to sea.

                                   BEN
                  Son?

     Ben can't see his face, but Vitti's eyes are full of
     tears. He wipes his eyes.

                                                       (CONTINUED)

                                                                54.

37   CONTINUED:    (2)                                                37

                                VITTI
                  See this? Again with the crying.
                  Let's get out of here. We're
                  being watched. Don't look.
                  There's Feds on the roof of
                  the hotel.

                                BEN
                  How do you know that?

                                VITTI
                  I'm a criminal. It's my job.

                                                      CUT TO:


38   EXT. HOTEL ROOF - DAY                                            38

     FBI AGENTS STEADMAN, RICCI, and PROVANO CLICK away with
     long-lens CAMERAS as they watch from the rooftop.

                                AGENT RICCI
                  Who's the new face?

                                AGENT STEADMAN
                  I don't know. Get somebody down
                  there to see what he drew in the
                  sand.


                         AGENT PROVANO
                  Whoever this guy is, he must be
                  important to the family.

                                AGENT STEADMAN
                  Maybe he's Vitti's new
                  consigliere. Put his picture
                  on the wire and see what you
                  come up with.

                                                     CUT TO:


39   INT. VITTI'S SUITE - DAY                                         39

     Vitti, Ben and Jelly enter the suite. MARIE, Vitti's
     wife, and their children, THERESA, 14, ANNA, 10, and
     ANTHONY, seven, are there. Vitti greets them warmly,
     suddenly a different man.

                                VITTI
                  Look at this, the whole crew.
                         (kissing Marie)
                  You all right? Good flight?

                                                      (CONTINUED)

                                                               55.

39   CONTINUED:                                                      39

                                MARIE
                  Yeah, we're fine. We're on our
                  way to the pool. Kids, get your
                  stuff. We'll get out of your way.

                                VITTI
                  That's okay. Marie, this is a
                  friend of mine, Ben Sobol.
                         (as they AD LIB
                          greetings)
                  He's -- from the boat. A fishing
                  boat captain. Cuban refugee.

                                MARIE
                         (shaking his hand)
                  Nice to meet you, Senor Sobol.

     Ben looks to Vitti, then to Marie.

                                   BEN
                  Gracias.

                                VITTI
                  And this is Theresa and Anna --

                                   ANNA
                  Anne.

                                VITTI
                  -- Anna, and the big guy, Anthony.

     Anthony gives Ben a manly handshake.

                                   ANTHONY
                  How you doin'?

                                BEN
                  Nice to meet you.

                                VITTI
                         (noticing Theresa's
                          bikini)
                  Jesus, Theresa, you are not
                  wearing that suit to the pool.

                                THERESA
                  What do you want me to wear, a
                  one-piece?

                                VITTI
                  I want you to wear one of those
                  Arab bathrobes with a veil over
                  your face, is what I want.

                                                       (CONTINUED)

                                                                 56.

39   CONTINUED:    (2)                                                 39

                                  THERESA
                  Mom!

                                MARIE
                  Don't worry about it, Paul.    We'll
                  be back in time for dinner.

                                  VITTI
                  Okay, babe.    Hey, Anthony.   Guess
                  what I got?

                                  ANTHONY
                  What?

                                VITTI
                         (holds up some
                          tickets)
                  Marlins and the Braves -- right
                  behind home plate, tonight.

                                  ANTHONY
                  You and me?

                                VITTI
                  Of course, you and me.
                         (hugs him)
                  Have fun at the pool. Stay out
                  of the deep end. And don't swim
                  for a couple hours after you eat.

                                  ANTHONY
                  Okay, Papa.

     He kisses his father and exits with the others.

                                VITTI
                         (to Jelly)
                  Send Jimmy down with them.

                                  JELLY
                  Already done.

     Jelly exits.

                                  BEN
                  Nice family.    Cuban fishing boat
                  captain?

                                VITTI
                  I can't tell Marie you're a
                  shrink. She'd worry, you know.

                                                         (CONTINUED)

                                                              57.

39   CONTINUED:    (3)                                              39

                                BEN
                  About this? I think she'd be
                  more worried about your career
                  choice.

                                VITTI
                  Just keep going with the therapy.

     He crosses to the bar, pours himself a drink, and lights
     a cigarette.

                                BEN
                  You know, normally a patient
                  wouldn't smoke or drink during a
                  session.

                                VITTI
                         (blowing smoke)
                  That's an interesting fact I'll
                  have to remember if I'm ever on
                  'Jeopardy.'

                                BEN
                  So tell me about your father.

                                VITTI
                  My father. He was a big man in
                  the neighborhood -- very well
                  respected. Everybody loved him,
                  God rest his soul.

                                BEN
                  He passed away?

                                VITTI
                  No, I just like saying 'God rest
                  his soul.' Yeah, he passed away.
                  He died when I was about twelve.

                                  BEN
                  How?

                                  VITTI
                  Heart attack.    Sudden thing.

                                BEN
                  Were you and your father close?

                                VITTI
                  Close? Yeah, you know, pretty
                  close. I guess we weren't getting
                  along that great right then.

                                                      (CONTINUED)

                                                               58.

39   CONTINUED:    (4)                                               39

                                   BEN
                  Why was that?

                                  VITTI
                  I was hangin'   out in the
                  neighborhood.    I had a borghata
                  -- like a kid   gang -- hooligan
                  shit, nothin'   big. But my
                  father didn't   like it.

                                BEN
                  You fought about it?

                                VITTI
                  He slapped the shit out of me.

                                   BEN
                  And then?

                                VITTI
                  And then that night he died.

                                BEN
                  How did that feel?

                                VITTI
                  It felt great! How did it feel?
                         (shrugs)
                  I don't know.

                                BEN
                  Well, think about it. Were you
                  angry, were you afraid? Sad?

                                   VITTI
                  Yeah, I guess.

                                BEN
                  Any feelings of guilt?

                                 VITTI
                  About what?   I didn't kill him.

                                BEN
                  I'm just speculating, but maybe in
                  some way you wanted him to die.

                                VITTI
                  Why would I want my father to die?

                                                       (CONTINUED)

      ANALYZE THIS - Rev. 7/24/98                                  59.

39    CONTINUED:    (5)                                                  39

                                 BEN
                   Well, you said you were fighting.
                   You were rebelling against his
                   authority. There may have been
                   some unresolved Oedipal conflict.

                                   VITTI
                   English.

                                 BEN
                   Oedipus was a Greek king who
                   killed his father and married his
                   mother.

                                 VITTI
                   Fuckin' Greeks.

                                   BEN
                   It's an   instinctual developmental
                   drive.    The young boy wants to
                   replace   his father so he can
                   totally   possess his mother.

                                 VITTI
                   Are you saying I wanted to fuck my
                   mother?

                                 BEN
                   It's a primal fantasy --

                                 VITTI
                   Have you seen my mother? That is
                   the sickest fucking thing I've
                   ever heard.

                                   BEN
                   It's Freud.

                                 VITTI
                   Well, then Freud's a sick fuck,
                   and you are too for bringing it
                   up.

                                                         CUT TO:


39A   OMITTED                                                            39A
and                                                                      and
40                                                                       40

      ANALYZE THIS - Rev. 7/24/98                           60/61.

40A   INT. OCEAN VIEW RESTAURANT - NIGHT                           40A

      Laura's family, the MacNamaras, and a few close friends
      have gathered for the rehearsal dinner. There are three
      tables in a roped-off section of the restaurant with large
      floral centerpieces, a small bar in the corner. The
      MacNamaras, SCOTT and BELINDA, are standing with Laura,
      Ben, Michael and a couple of other relatives.

                              BELINDA
                Well, isn't this wonderful, all
                of us finally getting to spend
                some time together.

                                                    (CONTINUED)

      ANALYZE THIS - Rev. 7/22/98                              62.

40A   CONTINUED:                                                     40A

                                 SCOTT
                   All set for the big day, Ben?

                                 BEN
                   Can't wait, Scott.    Can I call
                   you 'Scott?'

                                 SCOTT
                   My friends call me 'Captain.'

                                 BEN
                   Captain.

                                 BELINDA
                   Well, if tomorrow goes as
                   well as the rehearsal, I'd say
                   it's going to be a beautiful
                   wedding.

                                 BEN
                   Yes, thanks for going to all this
                   trouble, and I have to thank you
                   and the Captain for something
                   else.

                                 SCOTT
                   For what?

                                 BEN
                          (pointing to Laura)
                   For this.

      Everyone "ahhs" as Ben gives Laura a peck on the cheek.
      Michael makes a face.

                                 LAURA
                          (to Ben)
                   Would you like a drink, because
                   I'm definitely having eight or
                   nine.

                                 BELINDA
                          (disapproving)
                   Shall we go to the table?

      As the woman go to their seats, Scott holds Ben back for a
      private moment.


                          SCOTT
                   Ben, there's a lot I'd like to
                   say to you, but I'm going to
                   skip the big father-in-law
                   speech because I know you've
                   been married before.

                                                       (CONTINUED)

      ANALYZE THIS - Rev. 7/22/98                                63.

40A   CONTINUED: