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                                    "DOUBLE INDEMNITY"

                                      Screenplay by

                            Billy Wilder and Raymond Chandler

                                    Based on the novel

                          "Double Indemnity In Three Of A Kind"

                                            by

                                      James M. Cain

                

               CHARACTERS

               WALTER NEFF
               PHYLLIS DIETRICHSON
               BARTON KEYES
               LOLA DIETRICHSON
               MR. DIETRICHSON
               NINO ZACHETTI
               MR. NORTON
               MR. JACKSON
               SAM GORLOPIS

                

                                       SEQUENCE "A"

               FADE IN:

               A-1 LOS ANGELES - A DOWNTOWN INTERSECTION

               It is night, about two o'clock, very light traffic.

               At the left and in the immediate foreground a semaphore 
               traffic signal stands at GO. Approaching it at about thirty 
               miles per hour is a Dodge 1938 coupe. It is driven erratically 
               and weaving a little, but not out of control.

               When the car is about forty feet away, the signal changes to 
               STOP. Car makes no attempt to stop but comes on through.

               A-2 A LIGHT NEWSPAPER TRUCK

               is crossing the intersection at right angles. It swerves and 
               skids to avoid the Dodge, which goes on as though nothing 
               had happened. The truck stops with a panicky screech of tires. 
               There is a large sign on the truck: "READ THE LOS ANGELES 
               TIMES". The truck driver's infuriated face stares after the 
               coupe.

               A-3 THE COUPE

               continues along the street, still weaving, then slows down 
               and pulls over towards the curb in front of a tall office 
               building.

               A-4 THE COUPE

               stops. The headlights are turned off. For a second nothing 
               happens, then the car door opens slowly. A man eases himself 
               out onto the sidewalk and stands a moment leaning on the 
               open door to support himself. He's a tall man, about thirty-
               five years old. From the way he moves there seems to be 
               something wrong with his left shoulder.

               He straightens up and painfully lowers his left hand into 
               his jacket pocket. He leans into the car. He brings out a 
               light-weight overcoat and drapes it across his shoulders. He 
               shuts the car door and walks toward the building.

               A-5 ENTRANCE OF THE BUILDING

               Above the closed, double-plate glass doors is lettered: 
               "PACIFIC BUILDING". To the left of entrance there is a 
               drugstore, closed, dark except for a faint light in the back. 
               The man comes stiffly up to the doors. (CAMERA HAS MOVED UP 
               WITH HIM). He tries the doors. They are locked. He knocks on 
               the glass. Inside, over his shoulder, the lobby of the 
               building is visible: a side entrance to the drugstore on the 
               left, in the rear a barber shop and cigar and magazine stand 
               closed up for the night, and to the right two elevators. One 
               elevator is open and its dome light falls across the dark 
               lobby.

               The man knocks again. The night watchman sticks his head out 
               of the elevator and looks toward entrance. He comes out with 
               a newspaper in one hand and a half-eaten sandwich in the 
               other. He finishes the sandwich on the way to the doors, 
               looks out and recognizes the man outside, unlocks the door 
               and pulls it open.

                                     NIGHT WATCHMAN
                         Hello there, Mr. Neff.

               Neff walks in past him without answering.

               A-6 INT. LOBBY

               Neff is walking towards elevator. Night watchman looks after 
               him, relocks door, follows to elevator. Neff enters elevator.

               A-7 ELEVATOR

               Neff stands leaning against wall. He is pale and haggard 
               with pain, but deadpans as night watchman joins him.

                                     NIGHT WATCHMAN
                         Working pretty late aren't you, Mr. 
                         Neff?

                                     NEFF
                              (Tight-lipped)
                         Late enough.

                                     NIGHT WATCHMAN
                         You look kind of all in at that.

                                     NEFF
                         I'm fine. Let's ride.

               Night watchman pulls lever, doors close and elevator rises.

                                     NIGHT WATCHMAN
                         How's the insurance business, Mr. 
                         Neff?

                                     NEFF
                         Okay.

                                     NIGHT WATCHMAN
                         They wouldn't ever sell me any. They 
                         say I've got something loose in my 
                         heart. I say it's rheumatism.

                                     NEFF
                              (Scarcely listening)
                         Uh-huh.

               Night watchman looks around at him, turns away again and the 
               elevator stops.

                                     NIGHT WATCHMAN
                              (Surly)
                         Twelve.

               The door opens. Across a small dark reception room a pair of 
               frosted glass doors are lettered: PACIFIC ALL-RISK INSURANCE 
               COMPANY - FOUNDED 1906 - MAIN OFFICE. There is a little light 
               beyond the glass doors.

               Neff straightens up and walks heavily out of the elevator, 
               across reception room to doors. He pushes them open. The 
               night watchman stares after him morosely, works lever, 
               elevator doors start to close.

               A-8 TWELFTH FLOOR INSURANCE OFFICE

               (Note for set-designer: Our Insurance Company occupies the 
               entire eleventh and twelfth floors of the building. On the 
               twelfth floor are the executive offices and claims and sales 
               departments. These all open off a balcony which runs all the 
               way around. From the balcony you see the eleventh floor below: 
               one enormous room filled with desks, typewriters, filing 
               cabinets, business machines, etc.)

               Neff comes through the double entrance doors from the 
               reception room. The twelfth floor is dark. Some light shines 
               up from the eleventh floor. Neff takes a few steps then holds 
               on to the balcony railing and looks down.

               A-9 THE ELEVENTH FLOOR FROM ABOVE - NEFF'S POINT OF VIEW

               Two colored women are cleaning the offices. One is dry-mopping 
               the floor, the other is moving chairs back into position, 
               etc. A colored man is emptying waste baskets into a big square 
               box. He shuffles a little dance step as he moves, and hums a 
               little tune.

               A-10 NEFF

               Moves away from the railing with a faint smile on his face, 
               and walks past two or three offices (CAMERA WITH HIM) towards 
               a glass door with number twenty-seven on it and three names: 
               HENRY B. ANDERSON, WALTER NEFF, LOUIS L. SCHWARTZ. Neff opens 
               the door.

               A-11 INT. NEFF'S OFFICE - DARK

               Three desks, filing cabinets, one typewriter on stand, one 
               dictaphone on fixed stand against wall with rack of records 
               underneath, telephones on all three desks. Water cooler with 
               inverted bottle and paper cup holder beside it. Two windows 
               facing toward front of building. Venetian blinds. No curtains. 
               Waste basket full, ash trays not emptied. The office has not 
               been cleaned.

               Neff enters, switches on desk lamp. He looks across at dicta 
               phone, goes heavily to it and lifts off the fabric cover. He 
               leans down hard on the dictaphone stand as if feeling faint. 
               He turns away from dictaphone, takes a few uncertain steps 
               and falls heavily into a swivel chair. His head goes far 
               back, his eyes close, cold sweat shows on his face. For a 
               moment he stays like this, exhausted, then his eyes open 
               slowly and look down at his left shoulder. His good hand 
               flips the overcoat back, he unbuttons his jacket, loosens 
               his tie and shirt. This was quite an effort. He rests for a 
               second, breathing hard. With the help of his good hand he 
               edges his left elbow up on the arm-rest of the chair, supports 
               it there and then pulls his jacket wide. A heavy patch of 
               dark blood shows on his shirt. He pushes his chair along the 
               floor towards the water cooler, using his feet and his right 
               hand against the desk, takes out a handkerchief, presses 
               with his hand against the spring faucet of the cooler, soaks 
               the handkerchief in water and tucks it, dripping wet, against 
               the wound inside his shirt. Next, he gets a handful of water 
               and splashes it on his face. The water runs down his chin 
               and drips. He breathes heavily, with closed eyes. He fingers 
               a pack of cigarettes in his shirt pocket, pulls it out, looks 
               at it. There is blood on it. He wheels himself back to the 
               desk and dumps the loose cigarettes out of the packet. Some 
               are blood-stained, a few are clean. He takes one, puts it 
               between his lips, gropes around for a match, lights cigarette. 
               He takes a deep drag and lets smoke out through his nose.

               He pulls himself toward dictaphone again, still in the swivel 
               chair, reaches it, lifts the horn off the bracket and the 
               dictaphone makes a low buzzing sound. He presses the button 
               switch on the horn. The sound stops, the record revolves on 
               the cylinder. He begins to speak:

                                     NEFF
                         Office memorandum, Walter Neff to 
                         Barton Keyes, Claims Manager. Los 
                         Angeles, July 16th, 1938. Dear Keyes: 
                         I suppose you'll call this a 
                         confession when you hear it. I don't 
                         like the word confession. I just 
                         want to set you right about one thing 
                         you couldn't see, because it was 
                         smack up against your nose. You think 
                         you're such a hot potato as a claims 
                         manager, such a wolf on a phoney 
                         claim. Well, maybe you are, Keyes, 
                         but let's take a look at this 
                         Dietrichson claim, Accident and Double 
                         Indemnity. You were pretty good in 
                         there for a while, all right. You 
                         said it wasn't an accident. Check. 
                         You said it wasn't suicide. Check. 
                         You said it was murder. Check and 
                         double check. You thought you had it 
                         cold, all wrapped up in tissue paper, 
                         with pink ribbons around it. It was 
                         perfect, except that it wasn't, 
                         because you made a mistake, just one 
                         tiny little mistake. When it came to 
                         picking the killer, you picked the 
                         wrong guy, if you know what I mean. 
                         Want to know who killed Dietrichson? 
                         Hold tight to that cheap cigar of 
                         yours, Keyes. I killed Dietrichson. 
                         Me, Walter Neff, insurance agent, 35 
                         years old, unmarried, no visible 
                         scars --
                              (He glances down at 
                              his wounded shoulder)
                         Until a little while ago, that is. 
                         Yes, I killed him. I killed him for 
                         money -- and a woman -- and I didn't 
                         get the money and I didn't get the 
                         woman. Pretty, isn't it?

               He interrupts the dictation, lays down the horn on the desk. 
               He takes his lighted cigarette from the ash tray, puffs it 
               two or three times, and kills it. He picks up the horn again.

                                     NEFF
                              (His voice is now 
                              quiet and contained)
                          It began last May. About the end of 
                         May, it was. I had to run out to 
                         Glendale to deliver a policy on some 
                         dairy trucks. On the way back I 
                         remembered this auto renewal on Los 
                         Feliz. So I decided to run over there. 
                         It was one of those Calif. Spanish 
                         houses everyone was nuts about 10 or 
                         15 years ago. This one must have 
                         cost somebody about 30,000 bucks -- 
                         that is, if he ever finished paying 
                         for it.

               As he goes on speaking, SLOW DISSOLVE TO:

               A-12 DIETRICHSON HOME - LOS FELIZ DISTRICT

               Palm trees line the street, middle-class houses, mostly in 
               Spanish style. Some kids throwing a baseball back and forth 
               across a couple of front lawns. An ice cream wagon dawdles 
               along the block. Neff's coupe meets and passes the ice cream 
               wagon and stops before one of the Spanish houses. Neff gets 
               out. He carries a briefcase, his hat is a little on the back 
               of his head. His movements are easy and full of ginger. He 
               inspects the house, checks the number, goes up on the front 
               porch and rings the bell.

                                     NEFF'S VOICE
                         It was mid-afternoon, and it's funny, 
                         I can still remember the smell of 
                         honeysuckle all along that block. I 
                         felt like a million. There was no 
                         way in all this world I could have 
                         known that murder sometimes can smell 
                         like honeysuckle...

               A-13 EXT. DIETRICHSON HOME - ENTRANCE DOOR

               Neff rings the bell again and waits. The door opens. A maid, 
               about forty-five, rather slatternly, opens the door.

                                     NEFF
                         Mr. Dietrichson in?

                                     MAID
                         Who wants to see him?

                                     NEFF
                         The name is Neff. Walter Neff.

                                     MAID
                         If you're selling something --

                                     NEFF
                         Look, it's Mr. Dietrichson I'd like 
                         to talk to, and it's not magazine 
                         subscriptions.

               He pushes past her into the house.

               A-14 HALLWAY - DIETRICHSON HOME

               Spanish craperoo in style, as is the house throughout. A 
               wrought-iron staircase curves down from the second floor. A 
               fringed Mexican shawl hangs down over the landing. A large 
               tapestry hangs on the wall. Downstairs, the dining room to 
               one side, living room on the other side visible through a 
               wide archway. All of this, architecture, furniture, 
               decorations, etc., is genuine early Leo Carrillo period. 
               Neff has edged his way in past maid who still holds the door 
               open.

                                     MAID
                         Listen, Mr. Dietrichson's not in.

                                     NEFF
                         How soon do you expect him?

                                     MAID
                         He'll be home when he gets here, if 
                         that's any help to you.

               At this point a voice comes from the top of the stairs.

                                     VOICE
                         What is it, Nettie? Who is it?

               Neff looks up.

               A-15 UPPER LANDING OF STAIRCASE - (FROM BELOW)

               Phyllis Dietrichson stands looking down. She is in her early 
               thirties. She holds a large bath-towel around her very 
               appetizing torso, down to about two inches above her knees. 
               She wears no stockings, no nothing. On her feet a pair of 
               high-heeled bedroom slippers with pom-poms. On her left ankle 
               a gold anklet.

                                     MAID'S VOICE
                         It's for Mr. Dietrichson.

                                     PHYLLIS
                              (Looking down at Neff)
                         I'm Mrs. Dietrichson. What is it?

               A-16 SHOOTING DOWN FROM UPPER LANDING

               Neff looks up, takes his hat off.

                                     NEFF
                         How do you do, Mrs. Dietrichson. I'm 
                         Walter Neff, Pacific All-Risk.

               A-17 PHYLLIS

                                     PHYLLIS
                         Pacific all-what?

               A-18 NEFF

                                     NEFF
                         Pacific All-Risk Insurance Company. 
                         It's about some renewals on the 
                         automobiles, Mrs. Dietrichson. I've 
                         been trying to contact your husband 
                         for the past two weeks. He's never 
                         at his office.

               A-19 PHYLLIS

                                     PHYLLIS
                         Is there anything I can do?

               A-20 NEFF

                                     NEFF
                         The insurance ran out on the 
                         fifteenth. I'd hate to think of your 
                         getting a smashed fender or something 
                         while you're not fully covered.

               A-21 PHYLLIS

               She glances over her towel costume.

                                     PHYLLIS
                              (With a little smile)
                         Perhaps I know what you mean, Mr. 
                         Neff. I've just been taking a sun 
                         bath.

               A-22 NEFF

                                     NEFF
                         No pigeons around, I hope... About 
                         those policies, Mrs. Dietrichson -- 
                         I hate to take up your time --

               A-23 PHYLLIS

                                     PHYLLIS
                         That's all right. If you can wait 
                         till I put something on, I'll be 
                         right down. Nettie, show Mr. Neff 
                         into the living room.

               She turns away as gracefully as one can with a towel for a 
               wrapper.]

               A-24 ENTRANCE HALL

               Neff watches Phyllis out of sight. He speaks to the maid 
               while still looking up.

                                     NEFF
                         Where would the living room be?

                                     MAID
                         In there, but they keep the liquor 
                         locked up.

                                     NEFF
                         That's okay. I always carry my own 
                         keys.

               He goes through the archway. Maid goes off the other way.

               A-25 LIVING ROOM

               Neff comes into the room and throws his briefcase on the 
               plush davenport and tosses his hat on top of it. He looks 
               around the room, then moves over to a baby grand piano with 
               a sleazy Spanish shawl dangling down one side and two cabinet 
               photographs standing in a staggered position on top. Neff 
               glances them over: Mr. Dietrichson, age about fifty-one, a 
               big, blocky man with glasses and a Rotarian look about him; 
               Lola Dietrichson, age nineteen, wearing a filmy party dress 
               and a yearning look in her pretty eyes. Neff walks away from 
               the piano and takes a few steps back and forth across the 
               rug. His eyes fall on a wrinkled corner. He carefully 
               straightens it out with his foot. His back is to the archway 
               as he hears high heels clicking on the staircase. He turns 
               and looks through the arch.

                                     NEFF'S VOICE
                         The living room was still stuffy 
                         from last night's cigars. The windows 
                         were closed and the sunshine coming 
                         in through the Venetian blinds showed 
                         up the dust in the air. The furniture 
                         was kind of corny and old-fashioned, 
                         but it had a comfortable look, as if 
                         people really sat in it. On the piano, 
                         in couple of fancy frames, were Mr. 
                         Dietrichson and Lola, his daughter 
                         by his first wife They had a bowl of 
                         those little red goldfish on the 
                         table behind the davenport, but, to 
                         tell you the truth, Keyes, I wasn't 
                         a whole lot interested in goldfish 
                         right then, nor in auto renewals, 
                         nor in Mr. Dietrichson and his 
                         daughter Lola. I was thinking about 
                         that dame upstairs, and the way she 
                         had looked at me, and I wanted to 
                         see her again, close, without that 
                         silly staircase between us.

               A-26 STAIRCASE (FROM NEFF'S POINT OF VIEW)

               Phyllis Dietrichson is coming downstairs. First we see her 
               feet, with pom-pom slippers and the gold anklet on her left 
               ankle. CAMERA PULLS BACK SLOWLY as she descends, until we 
               see all of her. She is wearing a pale blue summer dress.

                                     PHYLLIS' VOICE
                         I wasn't long, was I?

                                     NEFF'S VOICE
                         Not at all, Mrs. Dietrichson.

               CAMERA PULLS BACK WITH HER INTO THE LIVING ROOM.

                                     PHYLLIS
                         I hope I've got my face on straight.

                                     NEFF
                         It's perfect for my money.

                                     PHYLLIS
                              (Crossing to the mirror 
                              over the fireplace)
                         Won't you sit down, Mr. -- Neff is 
                         the name, isn't it?

                                     NEFF
                         With two f's, like in Philadelphia. 
                         If you know the story.

                                     PHYLLIS
                         What story?

                                     NEFF
                         The Philadelphia story. What are we 
                         talking about?

                                     PHYLLIS
                              (She works with her 
                              lipstick)
                         About the insurance. My husband never 
                         tells me anything.

                                     NEFF
                         It's on your two cars, the La Salle 
                         and the Plymouth.

               He crosses to the davenport to get the policies from his 
               briefcase. She turns away from the mirror and sits in a big 
               chair with her legs drawn up sideways, the anklet now clearly 
               visible.

                                     NEFF
                         We've been handling this insurance 
                         for three years for Mr. Dietrichson...
                              (His eyes have caught 
                              the anklet)
                         That's a honey of an anklet you're 
                         wearing, Mrs. Dietrichson.

               Phyllis smiles faintly and covers the anklet with her dress.

                                     NEFF
                         We'd hate to see the policies lapse. 
                         Of course, we give him thirty days. 
                         That's all we're allowed to give.

                                     PHYLLIS
                         I guess he's been too busy down at 
                         Long Beach in the oil fields.

                                     NEFF
                         Could I catch him home some evening 
                         for a few minutes?

                                     PHYLLIS
                         I suppose so. But he's never home 
                         much before eight.

                                     NEFF
                         That would be fine with me.

                                     PHYLLIS
                         You're not connected with the 
                         Automobile Club, are you?

                                     NEFF
                         No, the All-Risk, Mrs. Dietrichson. 
                         Why?

                                     PHYLLIS
                         Somebody from the Automobile Club 
                         has been trying to get him. Do they 
                         have a better rate?

                                     NEFF
                         If your husband's a member.

                                     PHYLLIS
                         No, he isn't.

               Phyllis rises and walks up and down, paying less and less 
               attention.

                                     NEFF
                         Well, he'd have to join the club and 
                         pay a membership fee to start with. 
                         The Automobile Club is fine. I never 
                         knock the other fellow's merchandise, 
                         Mrs. Dietrichson, but I can do just 
                         as well for you. I have a very 
                         attractive policy here. It wouldn't 
                         take me two minutes to put it in 
                         front of your husband.

               He consults the policies he is holding.

                                     NEFF
                         For instance, we're writing a new 
                         kind of fifty percent retention 
                         feature in the collision coverage.

               Phyllis stops in her walk.

                                     PHYLLIS
                         You're a smart insurance man, aren't 
                         you, Mr. Neff?

                                     NEFF
                         I've had eleven years of it.

                                     PHYLLIS
                         Doing pretty well?

                                     NEFF
                         It's a living.

                                     PHYLLIS
                         You handle just automobile insurance, 
                         or all kinds?

               She sits down again, in the same position as before.

                                     NEFF
                         All kinds. Fire, earthquake, theft, 
                         public liability, group insurance, 
                         industrial stuff and so on right 
                         down the line.

                                     PHYLLIS
                         Accident insurance?

                                     NEFF
                         Accident insurance? Sure, Mrs. 
                         Dietrichson.

               His eyes fall on the anklet again.

                                     NEFF
                         I wish you'd tell me what's engraved 
                         on that anklet.

                                     PHYLLIS
                         Just my name.

                                     NEFF
                         As for instance?

                                     PHYLLIS
                         Phyllis.

                                     NEFF
                         Phyllis. I think I like that.

                                     PHYLLIS
                         But you're not sure?

                                     NEFF
                         I'd have to drive it around the block 
                         a couple of times.

                                     PHYLLIS
                              (Standing up again)
                         Mr. Neff, why don't you drop by 
                         tomorrow evening about eight-thirty. 
                         He'll be in then.

                                     NEFF
                         Who?

                                     PHYLLIS
                         My husband. You were anxious to talk 
                         to him weren't you?

                                     NEFF
                         Sure, only I'm getting over it a 
                         little. If you know what I mean.

                                     PHYLLIS
                         There's a speed limit in this state, 
                         Mr. Neff. Forty-five miles an hour.

                                     NEFF
                         How fast was I going, officer?

                                     PHYLLIS
                         I'd say about ninety.

                                     NEFF
                         Suppose you get down off your 
                         motorcycle and give me a ticket.

                                     PHYLLIS
                         Suppose I let you off with a warning 
                         this time.

                                     NEFF
                         Suppose it doesn't take.

                                     PHYLLIS
                         Suppose I have to whack you over the 
                         knuckles.

                                     NEFF
                         Suppose I bust out crying and put my 
                         head on your shoulder.

                                     PHYLLIS
                         Suppose you try putting it on my 
                         husband's shoulder.

                                     NEFF
                         That tears it.

               Neff takes his hat and briefcase.

                                     NEFF
                         Eight-thirty tomorrow evening then, 
                         Mrs. Dietrichson.

                                     PHYLLIS
                         That's what I suggested.

               They both move toward the archway.

               A-27 HALLWAY - PHYLLIS AND NEFF GOING TOWARDS THE ENTRANCE 
               DOOR

                                     NEFF
                         Will you be here, too?

                                     PHYLLIS
                         I guess so. I usually am.

                                     NEFF
                         Same chair, same perfume, same anklet?

                                     PHYLLIS
                              (Opening the door)
                          I wonder if I know what you mean.

                                     NEFF
                         I wonder if you wonder.

               He walks out.

               A-28 EXT. DIETRICHSON HOME - (DAY)

               Shooting past Neff's parked car towards the entrance door, 
               which is just closing. Neff comes towards the car, swinging 
               his briefcase. He opens the car door and looks back with a 
               confident smile.

                                     NEFF'S VOICE
                              (Over scene)
                         She liked me. I could feel that. The 
                         way you feel when the cards are...

               A-29 ENTRANCE DOOR, DIETRICHSON HOME

               In the upper panel the peep window opens and Phyllis looks 
               out after Neff.

                                     NEFF'S VOICE
                         falling right for you, with a nice 
                         little pile of blue and yellow chips 
                         in the middle of the table. Only 
                         what I didn't know then was that I 
                         wasn't playing her. She was playing 
                         me -- with a deck of marked cards -- 
                         and the stakes weren't any blue and 
                         yellow chips. They were dynamite. I 
                         went back to the office that afternoon 
                         to see if I had any mail. It was the 
                         same afternoon you had that Sam 
                         Gorlopis on the carpet, that truck 
                         driver from Inglewood, remember, 
                         Keyes?

               A-30 NEFF

               He sits in his car, presses the starter button, looking back 
               towards the little window in the entrance door.

               A-31 ENTRANCE DOOR

               The peep window is quickly closed from inside.

               A-32 STREET

               Neff makes a U-turn and drives back down the block.

                                                               DISSOLVE TO:

               A-33 LONG SHOT - INSURANCE OFFICE - TWELFTH FLOOR - (DAY) - 
               CAMERA HIGH

               Activity on the eleventh floor below. Typewriters working, 
               adding machines, filing clerks, secretaries, and so forth. 
               Neff, wearing his hat and carrying his briefcase, enters 
               from the vestibule. He walks towards his office. He passes a 
               few salesmen, etc. There is an exchange of greetings. Just 
               as he reaches his office a secretary comes out. She stops.

                                     SECRETARY
                         Oh, Mr. Neff, Mr. Keyes wants to see 
                         you. He's been yelling for you all 
                         afternoon.

                                     NEFF
                         Is he sore, or just frothing at the 
                         mouth a little? Here, park these for 
                         me, sweetheart.

               He hands her his hat and briefcase and continues right on, 
               CAMERA WITH HIM, to a door lettered:

                              BARTON KEYES - CLAIMS MANAGER

               Keyes' voice is heard inside, plenty loud. Neff grins as he 
               opens the door and goes in.

               A-34 KEYES: OFFICE - (DAY)

               A minor executive office, not too tidy: large desk across 
               one corner, good carpet, several chairs, filing cabinet 
               against one wall, a dictaphone on the corner of the desk.

               Keyes is sitting behind the desk with his coat off but his 
               hat on. A cigar is clamped in his mouth, ashes falling like 
               snow down his vest, a gold chair and elk's tooth across it. 
               On the other side of the desk sits Sam Gorlopis. He is a 
               big, dumb bruiser, six feet three inches tall -- a dirty 
               work shirt and corduroy pants, rough, untidy hair, broad 
               face, small piggish eyes. He holds a sweat-soaked hat on his 
               knee with a hairy hand. He is chewing gum rapidly. As Neff 
               opens the door, Keyes is giving it to Gorlopis.

                                     KEYES
                         Wise up, Gorlopis. You're not kidding 
                         anybody with that line of bull. You're 
                         in a jam and you know it.

                                     GORLOPIS
                         Sez you. All I want is my money.

                                     KEYES
                         Sez you. All you're gonna get is the 
                         cops.

               He sees Neff standing inside the door.

                                     KEYES
                         Come in, Walter. This is Sam Gorlopis 
                         from Inglewood.

                                     NEFF
                         Sure, I know Mr. Gorlopis. Wrote a 
                         policy on his truck. How are you, 
                         Mr. Gorlopis?

                                     GORLOPIS
                         I ain't so good. My truck burned 
                         down.

               He looks cautiously sideways at Keyes.

                                     KEYES
                         Yeah, he just planted his big foot 
                         on the starter and the whole thing 
                         blazed up in his face.

                                     GORLOPIS
                         Yes, sir.

                                     KEYES
                         And didn't even singe his eyebrows.

                                     GORLOPIS
                         No sir. Look, mister. I got twenty-
                         six hundred bucks tied up in that 
                         truck. I'm insured with this company 
                         and I want my money.

                                     KEYES
                         You got a wife, Gorlopis?

                                     GORLOPIS
                         Sure I got a wife.

                                     KEYES
                         You got kids?

                                     GORLOPIS
                         Two kids.

                                     KEYES
                         What you got for dinner tonight?

                                     GORLOPIS
                         We got meat loaf.

                                     KEYES
                         How do you make your meat loaf, 
                         Gorlopis?

                                     GORLOPIS
                         Veal and pork and bread and garlic. 
                         Greek style.

                                     KEYES
                         How much garlic?

                                     GORLOPIS
                         Lotsa garlic, Mr. Keyes.

                                     KEYES
                         Okay, Gorlopis. Now listen here. 
                         Let's say you just came up here to 
                         tell me how to make meat loaf. That's 
                         all, understand? Because if you came 
                         up here to claim on that truck, I'd 
                         have to turn you over to the law, 
                         Gorlopis, and they'd put you in jail. 
                         No wife. No kids --

                                     GORLOPIS
                         What for?

                                     KEYES
                              (Yelling)
                         And no meat loaf, Gorlopis!

                                     GORLOPIS
                         I didn't do nothin'.

                                     KEYES
                         No? Look, Gorlopis. Every month 
                         hundreds of claims come to this desk. 
                         Some of them are phonies, and I know 
                         which ones. How do I know, Gorlopis?
                              (He speaks as if to a 
                              child)
                         Because my little man tells me.

                                     GORLOPIS
                         What little man?

                                     KEYES
                         The little man in here.

               He pounds the pit of his stomach.

                                     KEYES
                         Every time one of those phonies comes 
                         along he ties knots in my stomach. 
                         And yours was one of them, Gorlopis. 
                         That's how I knew your claim was 
                         crooked. So what did I do? I sent a 
                         tow car out to your garage this 
                         afternoon and they jacked up that 
                         burned-out truck of yours. And what 
                         did they find, Gorlopis? They found 
                         what was left of a pile of shavings.

                                     GORLOPIS
                         What shavings?

                                     KEYES
                         The ones you soaked with kerosene 
                         and dropped a match on.

               Gorlopis cringes under the impact.

                                     GORLOPIS
                         Look, Mr. Keyes, I'm just a poor 
                         guy. Maybe I made a mistake.

                                     KEYES
                         That's one way of putting it.

                                     GORLOPIS
                         I ain't feelin' so good, Mr. Keyes.

                                     KEYES
                         Sign this and you'll feel fine.

               He puts a blank form in front of him and points.

                                     KEYES
                         Right there. It's a waiver on your 
                         claim.

               Gorlopis hesitates, then signs laboriously.

                                     KEYES
                         Now you're an honest man again.

                                     GORLOPIS
                         But I ain't got no more truck.

                                     KEYES
                         Goodbye, Gorlopis.

                                     GORLOPIS
                              (Still bewildered)
                         Goodbye, Mr. Keyes.

               He stands up and goes slowly to the door and turns there.

                                     GORLOPIS
                         Twenty-six hundred bucks. That's a 
                         lot of dough where I live.

                                     KEYES
                         What's the matter, Gorlopis? Don't 
                         you know how to open the door? Just 
                         put your hand on the knob, turn it 
                         to the right, pull it toward you --

                                     GORLOPIS
                              (Doing just as Keyes 
                              says)
                         Like this, Mr. Keyes?

                                     KEYES
                         That's the boy. Now the same thing 
                         from the outside.

                                     GORLOPIS
                              (Stupefied)
                         Thank you, Mr. Keyes.

               He goes out, closing the door after him. Keyes takes his 
               cigar stub from his mouth and turns it slowly in the flame 
               of a lighted match. He turns to Neff.

                                     KEYES
                         What kind of an outfit is this anyway? 
                         Are we an insurance company, or a 
                         bunch of dimwitted amateurs, writing 
                         a policy on a mugg like that?

                                     NEFF
                         Wait a minute, Keyes. I don't rate 
                         this beef. I clipped a note to that 
                         Gorlopis application to have him 
                         thoroughly investigated before we 
                         accepted the risk.

                                     KEYES
                         I know you did, Walter. I'm not 
                         beefing at you. It's the company. 
                         The way they do things. The way they 
                         don't do things. The way they'll 
                         write anything just to get it down 
                         on the sales sheet. And I'm the guy 
                         that has to sit here up to my neck 
                         in phony claims so they won't throw 
                         more money out of the window than 
                         they take in at the door.

                                     NEFF
                              (Grinning)
                         Okay, turn the record over and let's 
                         hear the other side.

                                     KEYES
                         I get darn sick of picking up after 
                         a gang of fast-talking salesmen dumb 
                         enough to sell life insurance to a 
                         guy that sleeps in the same bed with 
                         four rattlesnakes. I've had twenty-
                         six years of that, Walter, and I --

                                     NEFF
                         And you loved every minute of it, 
                         Keyes. You love it, only you worry 
                         about it too much, you and your little 
                         man. You're so darn conscientious 
                         you're driving yourself crazy. You 
                         wouldn't even say today is Tuesday 
                         without you looked at the calendar, 
                         and then you would check if it was 
                         this year's or last year's calendar, 
                         and then you would find out what 
                         company printed the calendar, then 
                         find out if their calendar checks 
                         with the World Almanac's calendar.

                                     KEYES
                         That's enough from you, Walter. Get 
                         out of here before I throw my desk 
                         at you.

                                     NEFF
                         I love you, too.

               He walks out, still grinning.

               A-35 EXT. OFFICES - TWELFTH FLOOR

               Neff comes out of Keys' office and walks back along the 
               balcony. Activity of secretaries going in and out of doors, 
               etc. Neff enters his own office.

                                     NEFF'S VOICE
                              (Over scene)
                         I really did, too, you old crab, 
                         always yelling your fat head off, 
                         always sore at everyone. But behind 
                         the cigar ashes on your vest I kind 
                         of knew you had a heart as big as a 
                         house... Back in my office there was 
                         a phone message from Mrs. Dietrichson 
                         about the renewals. She didn't want 
                         me to come tomorrow evening. She 
                         wanted me to come Thursday afternoon 
                         at three-thirty instead. I had a lot 
                         of stuff lined up for that Thursday 
                         afternoon, including a trip down to 
                         Santa Monica to see a couple of live 
                         prospects about some group insurance. 
                         But I kept thinking about Phyllis 
                         Dietrichson and the way that anklet 
                         of hers cut into her leg.

               A-36 INT. NEFF'S OFFICE

               Anderson, a salesman, sits at one of the desks, filling out 
               a report. Neff enters, goes to his own desk. He looks down 
               at some mail. On top there is a typewritten note. He reads 
               it, sits down and leafs through his desk calendar.

               A-37 INSERT - CLOSEUP - CALENDAR PAGE

               Showing date: THURSDAY 23 May and five or six appointments 
               penciled in tightly on the page.

                                                               DISSOLVE TO:

               A-38 DIETRICHSON HOME - ENTRANCE HALL - (DAY)

               THE CAMERA PANS with Phyllis Dietrichson's feet and ankles 
               as she comes down the stairs, her high heels clicking on the 
               tiles. The anklet glistens on her leg as she moves. THE CAMERA 
               PANS ON. Phyllis has reached the entrance hall, and as she 
               walks toward the front door her whole body becomes visible. 
               She wears a gay print dress with a wide sash over her hips. 
               She opens the door. Outside is Neff, wearing a sport coat, 
               flannel slacks. He takes his hat off.

                                     PHYLLIS
                         Hello, Mr. Neff.

               He stands there with a little smile.

                                     PHYLLIS
                         Aren't you coming in?

                                     NEFF
                         I'm considering it.

               He comes in.

                                     PHYLLIS
                         I hope you didn't mind my changing 
                         the appointment. Last night wasn't 
                         so convenient.

                                     NEFF
                         That's okay. I was working on my 
                         stamp collection.

               She leads him toward living room.

               A-39 DIETRICHSON LIVING ROOM

               Phyllis and Neff come through archway. She heads toward a 
               low tea table which stands in front of the davenport, with 
               tall glasses, ice cubes, lemon, a pot of tea, etc.

                                     PHYLLIS
                         I was just fixing some iced tea. 
                         Would you like a glass?

                                     NEFF
                         Unless you have a bottle of beer 
                         that's not working.

                                     PHYLLIS
                         There might be some. I never know 
                         what's in the ice box.
                              (Calls)
                         Nettie!... 

               She pours herself a glass of tea.

                                     PHYLLIS
                         About those renewals, Mr. Neff. I 
                         talked to my husband about it.

                                     NEFF
                         You did?

                                     PHYLLIS
                         Yes. He'll renew with you he told 
                         me. In fact, I thought he'd be here 
                         this afternoon.

                                     NEFF
                         But he's not?

                                     PHYLLIS
                         No.

                                     NEFF
                         That's terrible.

                                     PHYLLIS
                              (Calls again, 
                              impatiently)
                         Nettie!... Nettie!... Oh, I forgot, 
                         it's the maid's day off.

                                     NEFF
                         Don't bother, Mrs. Dietrichson. I'd 
                         like some iced tea very much.

                                     PHYLLIS
                         Lemon? Sugar?

                                     NEFF
                         Fix it your way.

               She fixes him a glass of tea while he is looking around. He 
               slowly sits down.

                                     NEFF
                         Seeing it's the maid's day off maybe 
                         there's something I can do for you.

               She hands him the tea.

                                     NEFF
                         Like running the vacuum cleaner.

                                     PHYLLIS
                         Fresh.

                                     NEFF
                         I used to peddle vacuum cleaners. 
                         Not much money but you learn a lot 
                         about life.

                                     PHYLLIS
                         I didn't think you'd learned it from 
                         a correspondence course.

                                     NEFF
                         Where did you pick up this tea 
                         drinking? You're not English, are 
                         you?

                                     PHYLLIS
                         No. Californian. Born right here in 
                         Los Angeles.

                                     NEFF
                         They say native Californians all 
                         come from Iowa.

                                     PHYLLIS
                         I wanted to ask you something, Mr. 
                         Neff.

                                     NEFF
                         Make it Walter.

                                     PHYLLIS
                         Walter.

                                     NEFF
                         Right.

                                     PHYLLIS
                         Tell me, Walter, on this insurance -- 
                         how much commission do you make?

                                     NEFF
                         Twenty percent. Why?

                                     PHYLLIS
                         I thought maybe I could throw a little 
                         more business your way.

                                     NEFF
                         I can always use it.

                                     PHYLLIS
                         I was thinking about my husband. I 
                         worry a lot about him, down in those 
                         oil fields. It's very dangerous.

                                     NEFF
                         Not for an executive, is it?

                                     PHYLLIS
                         He doesn't just sit behind a desk. 
                         He's right down there with the 
                         drilling crews. It's got me worried 
                         sick.

                                     NEFF
                         You mean a crown block might fall on 
                         him some rainy night?

                                     PHYLLIS
                         Please don't talk like that.

                                     NEFF
                         But that's the idea.

                                     PHYLLIS
                         The other day a casing line snapped 
                         and caught the foreman. He's in the 
                         hospital with a broken back.

                                     NEFF
                         Bad.

                                     PHYLLIS
                         It's got me jittery just thinking 
                         about it. Suppose something like 
                         that happened to my husband?

                                     NEFF
                         It could.

                                     PHYLLIS
                         Don't you think he ought to have 
                         accident insurance?

                                     NEFF
                         Uh huh.

                                     PHYLLIS
                         What kind of insurance could he have?

                                     NEFF
                         Enough to cover doctors' and hospital 
                         bills. Say a hundred and twenty-five 
                         a week cash benefit. And he'd rate 
                         around fifty thousand capital sum.

                                     PHYLLIS
                         Capital sum? What's that?

                                     NEFF
                         That's if he got killed. Maybe I 
                         shouldn't have said that.

                                     PHYLLIS
                         I suppose you have to think of 
                         everything in your business.

                                     NEFF
                         Mr. Dietrichson would understand. 
                         I'm sure I could sell him on the 
                         idea of some accident protection. 
                         Why don't I talk to him about it.

                                     PHYLLIS
                         You could try. But he's pretty tough 
                         going.

                                     NEFF
                         They're all tough at first.

                                     PHYLLIS
                         He's got a lot on his mind. He doesn't 
                         want to listen to anything except 
                         maybe a baseball game on the radio. 
                         Sometimes we sit all evening without 
                         saying a word to each other.

                                     NEFF
                         Sounds pretty dull.

               Phyllis shrugs.

                                     PHYLLIS
                         So I just sit and knit.

                                     NEFF
                         Is that what you married him for?

                                     PHYLLIS
                         Maybe I like the way his thumbs hold 
                         up the wool.

                                     NEFF
                         Anytime his thumbs get tired --

                                     PHYLLIS
                         I want to ask you something, Mr. 
                         Neff. Could I get an accident policy 
                         for him -- without bothering him at 
                         all?

                                     NEFF
                         How's that again.

                                     PHYLLIS
                         That would make it easier for you, 
                         too. You wouldn't even have to talk 
                         to him. I have a little allowance of 
                         my own. I could pay for it and he 
                         needn't know anything about it.

                                     NEFF
                         Wait a minute. Why shouldn't he know?

                                     PHYLLIS
                         Because I know he doesn't want 
                         accident insurance. He's superstitious 
                         about it.

                                     NEFF
                         A lot of people are. Funny, isn't 
                         it?

                                     PHYLLIS
                         If there was a way to get it like 
                         that, all the worry would be over. 
                         You see what I mean, Walter?

                                     NEFF
                         Sure. I've got good eyesight. You 
                         want him to have the policy without 
                         him knowing it. And that means without 
                         the insurance company knowing that 
                         he doesn't know. That's the set-up, 
                         isn't it?

                                     PHYLLIS
                         Is there anything wrong with it?

                                     NEFF
                         I think it's lovely. And then, some 
                         dark wet night, if that crown block 
                         fell on him --

                                     PHYLLIS
                         What crown block?

                                     NEFF
                         Only sometimes they have to have a 
                         little help. They can't quite make 
                         it on their own.

                                     PHYLLIS
                         I don't know what you're talking 
                         about.

                                     NEFF
                         Of course, it doesn't have to be a 
                         crown block. It can be a car backing 
                         over him, or he can fall out of an 
                         upstairs window. Any little thing 
                         like that, as long as it's a morgue 
                         job.

                                     PHYLLIS
                         Are you crazy?

                                     NEFF
                         Not that crazy. Goodbye, Mrs. 
                         Dietrichson.

               He picks up his hat.

                                     PHYLLIS
                         What's the matter?

                                     NEFF
                         Look, baby, you can't get away with 
                         it.

                                     PHYLLIS
                         Get away with what?

                                     NEFF
                         You want to knock him off, don't 
                         you, baby.

                                     PHYLLIS
                         That's a horrible thing to say!

                                     NEFF
                         Who'd you think I was, anyway? A guy 
                         that walks into a good-looking dame's 
                         front parlor and says "Good afternoon, 
                         I sell accident insurance on husbands. 
                         You got one that's been around too 
                         long? Somebody you'd like to turn 
                         into a little hard cash? Just give 
                         me a smile and I'll help you collect." 
                         Boy, what a dope I must look to you!

                                     PHYLLIS
                         I think you're rotten.

                                     NEFF
                         I think you're swell. So long as I'm 
                         not your husband.

                                     PHYLLIS
                         Get out of here.

                                     NEFF
                         You bet I will. You bet I'll get out 
                         of here, baby. But quick.

               He goes out. She looks after him.

               A-40 EXT. DIETRICHSON HOME - (DAY)

               Neff bangs the front door shut, walks quickly to his car and 
               drives away.

                                                               DISSOLVE TO:

                                     NEFF'S VOICE
                              (Over scene)
                         So I let her have it, straight between 
                         the eyes. She didn't fool me for a 
                         minute, not this time. I knew I had 
                         hold of a redhot poker and the time 
                         to drop it was before it burned my 
                         hand off. I stopped at a drive-in 
                         for a bottle of beer, the one I had 
                         wanted all along, only I wanted it 
                         worse now, to get rid of the sour 
                         taste of her iced tea, and everything 
                         that went with it. I didn't want to 
                         go back to the office, so I dropped 
                         by a bowling alley at Third and 
                         Western and rolled a few lines to 
                         get my mind thinking about something 
                         else for a while.

               A-41 DRIVE-IN RESTAURANT - (DAY)

               Shooting past Neff sitting behind the wheel of his car The 
               car hop hangs a tray on the door and serves him a bottle of 
               beer.

                                                               DISSOLVE TO:

               A-42 INT. BOWLING ALLEY

               Neff bowling. He rolls the ball with an effort at 
               concentration, but his mind is not really on the game.

                                                               DISSOLVE TO:

               A-43 EXT. APARTMENT HOUSE - (DUSK)

               It is late afternoon. The apartment house is called the LOS 
               OLIVOS APARTMENTS. It is a six-story building in the Normandie-
               Wilshire district, with a basement garage. THE CAMERA PANS 
               UP the front of the building to the top floor windows, as a 
               little rain starts to fall.

                                                               DISSOLVE TO:

                                     NEFF'S VOICE
                              (Continuing)
                         I didn't feel like eating dinner 
                         when I left, and I didn't feel like 
                         a show, so I drove home, put the car 
                         away and went up to my apartment.

               A-44 INT. NEFF'S APARTMENT - LIVING ROOM - (DUSK)

               It is a double apartment of conventional design, with kitchen, 
               dinette, and bathroom, squarecut overstuffed borax furniture. 
               Gas logs are lit in the imitation fireplace. Neff stands by 
               the window with his coat off and his tie loose. Raindrops 
               strike against the glass. He turns away impatiently, paces 
               up and down past a caddy bag with golf clubs in it, pulls 
               one out at random, makes a couple of short swings, throws 
               the club on the couch, paces again.

                                     NEFF'S VOICE
                              (Continuing)
                         It had begun to rain outside and I 
                         watched it get dark and didn't even 
                         turn on the light. That didn't help 
                         me either. I was all twisted up 
                         inside, and I was still holding on 
                         to that red-hot poker. And right 
                         then it came over me that I hadn't 
                         walked out on anything at all, that 
                         the hook was too strong, that this 
                         wasn't the end between her and me. 
                         It was only the beginning.

               The doorbell rings.

                                     NEFF'S VOICE
                              (Continuing)
                         So at eight o'clock the bell would 
                         ring and I would know who it was 
                         without even having to think, as if 
                         it was the most natural thing in the 
                         world.

               Neff goes to the door and opens it.

                                     PHYLLIS
                         Hello.

               Neff just looks at her.

                                     PHYLLIS
                         You forgot your hat this afternoon.

               She has nothing in her hands but her bag.

                                     NEFF
                         Did I?

               He looks down at her hands.

                                     PHYLLIS
                         Don't you want me to bring it in?

                                     NEFF
                         Sure. Put it on the chair.

               She comes in. He closes the door.

                                     NEFF
                         How did you know where I live?

                                     PHYLLIS
                         It's in the phone book.

               Neff switches on the standing lamp.

                                     PHYLLIS
                         It's raining.

                                     NEFF
                         So it is. Peel off your coat and sit 
                         down.

               She starts to take off her coat.

                                     NEFF
                         Your husband out?

                                     PHYLLIS
                         Long Beach. They're spudding in a 
                         new well. He phoned he'd be late. 
                         About nine-thirty.

               He takes her coat and lays it across the back of a chair.

                                     PHYLLIS
                         It's about time you said you're glad 
                         to see me.

                                     NEFF
                         I knew you wouldn't leave it like 
                         that.

                                     PHYLLIS
                         Like what?

                                     NEFF
                         Like it was this afternoon.

                                     PHYLLIS
                         I must have said something that gave 
                         you a terribly wrong impression. You 
                         must surely see that. You must never 
                         think anything like that about me, 
                         Walter.

                                     NEFF
                         Okay.

                                     PHYLLIS
                         It's not okay. Not if you don't 
                         believe me.

                                     NEFF
                         What do you want me to do?

                                     PHYLLIS
                         I want you to be nice to me. Like 
                         the first time you came to the house.

                                     NEFF
                         It can't be like the first time. 
                         Something has happened.

                                     PHYLLIS
                         I know it has. It's happened to us.

                                     NEFF
                         That's what I mean.

               Phyllis has moved over to the window. She stares out through 
               the wet window-pane.

                                     NEFF
                         What's the matter now?

                                     PHYLLIS
                         I feel as if he was watching me. Not 
                         that he cares about me. Not any more. 
                         But he keeps me on a leash. So tight 
                         I can't breathe. I'm scared.

                                     NEFF
                         What of? He's in Long Beach, isn't 
                         he?

                                     PHYLLIS
                         I oughtn't to have come.

                                     NEFF
                         Maybe you oughtn't.

                                     PHYLLIS
                         You want me to go?

                                     NEFF
                         If you want to.

                                     PHYLLIS
                         Right now?

                                     NEFF
                         Sure. Right now.

               By this time, he has hold of her wrist. He draws her to him 
               slowly and kisses her. Her arms tighten around him. After a 
               moment he pulls his head back, still holding her close.

                                     NEFF
                         How were you going to do it?

                                     PHYLLIS
                         Do what?

                                     NEFF
                         Kill him.

                                     PHYLLIS
                         Walter, for the last time --

               She tries to jerk away but he holds her and kisses her again.

                                     NEFF
                         I'm crazy about you, baby.

                                     PHYLLIS
                         I'm crazy about you, Walter.

                                     NEFF
                         That perfume on your hair. What's 
                         the name of it?

                                     PHYLLIS
                         Something French. I bought it down 
                         at Ensenada.

                                     NEFF
                         We ought to have some of that pink 
                         wine to go with it. The kind that 
                         bubbles. But all I have is bourbon.

                                     PHYLLIS
                         Bourbon is fine, Walter.

               He lets her go and moves toward the dinette.

               A-45 THE DINETTE AND KITCHEN

               It contains a small table and some chairs. A low glass-and-
               china cabinet is built between the dinette and kitchen, 
               leaving a space like a doorway. The kitchen is the usual 
               apartment house kitchen, with stove, ice-box, sink, etc. It 
               is quite small.

               Neff goes to the ice-box and Phyllis drifts in after him.

                                     NEFF
                         Soda?

                                     PHYLLIS
                         Plain water, please.

                                     NEFF
                         Get a couple of glasses, will you.

               He points at the china closet. He has taken a tray of ice 
               cubes from the refrigerator and is holding it under the hot-
               water faucet.

                                     NEFF
                         You know, about six months ago a guy 
                         slipped on the soap in his bathtub 
                         and knocked himself cold and drowned. 
                         Only he had accident insurance. So 
                         they had an autopsy and she didn't 
                         get away with it.

               Phyllis has the glasses now. She hands them to him. He dumps 
               some ice cubes into the glasses.

                                     PHYLLIS
                         Who didn't?

                                     NEFF
                         His wife.

               He reaches for the whiskey bottle on top of the china closet.

                                     NEFF
                         And there was another case where a 
                         guy was found shot and his wife said 
                         he was cleaning a gun and his stomach 
                         got in the way. All she collected 
                         was a three-to-ten stretch in 
                         Tehachapi.

                                     PHYLLIS
                         Perhaps it was worth it to her.

               Neff hands her a glass.

                                     NEFF
                         See if you can carry this as far as 
                         the living room.

               They move back toward the living room.

               A-46 LIVING ROOM

               Phyllis and Neff go toward the davenport. She is sipping her 
               drink and looking around.

                                     PHYLLIS
                         It's nice here, Walter. Who takes 
                         care of it for you?

                                     NEFF
                         A colored woman comes in twice a 
                         week.

                                     PHYLLIS
                         You get your own breakfast?

                                     NEFF
                         Once in a while I squeeze a 
                         grapefruit. The rest I get at the 
                         corner drugstore.

               They sit on the davenport, fairly close together.

                                     PHYLLIS
                         It sounds wonderful. Just strangers 
                         beside you. You don't know them. You 
                         don't hate them. You don't have to 
                         sit across the table and smile at 
                         him and that daughter of his every 
                         morning of your life.

                                     NEFF
                         What daughter? Oh, that little girl 
                         on the piano.

                                     PHYLLIS
                         Yes. Lola. She lives with us. He 
                         thinks a lot more of her than he 
                         does of me.

                                     NEFF
                         Ever think of a divorce?

                                     PHYLLIS
                         He wouldn't give me a divorce.

                                     NEFF
                         I suppose because it would cost him 
                         money.

                                     PHYLLIS
                         He hasn't got any money. Not since 
                         he went into the oil business.

                                     NEFF
                         But he had when you married him?

                                     PHYLLIS
                         Yes, he had. And I wanted a home. 
                         Why not? But that wasn't the only 
                         reason. I was his wife's nurse. She 
                         was sick for a long time. When she 
                         died, he was all broken up. I pitied 
                         him so.

                                     NEFF
                         And now you hate him.

                                     PHYLLIS
                         Yes, Walter. He's so mean to me. 
                         Every-time I buy a dress or a pair 
                         of shoes he yells his head off. He 
                         won't let me go anywhere. He keeps 
                         me shut up. He's always been mean to 
                         me. Even his life insurance all goes 
                         to that daughter of his. That Lola.

                                     NEFF
                         Nothing for you at all, huh?

                                     PHYLLIS
                         No. And nothing is just what I'm 
                         worth to him.

                                     NEFF
                         So you lie awake in the dark and 
                         listen to him snore and get ideas.

                                     PHYLLIS
                         Walter, I don't want to kill him. I 
                         never did. Not even when he gets 
                         drunk and slaps my face.

                                     NEFF
                         Only sometimes you wish he was dead.

                                     PHYLLIS
                         Perhaps I do.

                                     NEFF
                         And you wish it was an accident, and 
                         you had that policy. For fifty 
                         thousand dollars. Is that it?

                                     PHYLLIS
                         Perhaps that too.

               She takes a long drink.

                                     PHYLLIS
                         The other night we drove home from a 
                         party. He was drunk again. When we 
                         got into the garage he just sat there 
                         with his head on the steering wheel 
                         and the motor still running. And I 
                         thought what it would be like if I 
                         didn't switch it off, just closed 
                         the garage door and left him there.

                                     NEFF
                         I'll tell you what it would be like, 
                         if you had that accident policy, and 
                         tried to pull a monoxide job. We 
                         have a guy in our office named Keyes. 
                         For him a set-up like that would be 
                         just like a slice of rare roast beef. 
                         In three minutes he'd know it wasn't 
                         an accident. In ten minutes you'd be 
                         sitting under the hot lights. In 
                         half an hour you'd be signing your 
                         name to a confession.

                                     PHYLLIS
                         But Walter, I didn't do it. I'm not 
                         going to do it.

                                     NEFF
                         Not if there's an insurance company 
                         in the picture, baby. So long as 
                         you're honest they'll pay you with a 
                         smile, but you just try to pull 
                         something like that and you'll find 
                         out. They know more tricks than a 
                         carload of monkeys. And if there's a 
                         death mixed up in it, you haven't 
                         got a prayer. They'll hang you as 
                         sure as ten dimes will buy a dollar, 
                         baby.

               She begins to cry. He puts his arms around her and kisses 
               her.

                                     NEFF
                         Just stop thinking about it, will 
                         you.

               He holds her tight. Their heads touch, side by side, THE 
               CAMERA SLOWLY STARTS TO RECEDE as we

                                                               DISSOLVE TO:

               A-47 INT. NEFF'S OFFICE - (NIGHT)

               Neff sits in the swivel chair, talking into the dictaphone. 
               He has hooked the wastebasket under his feet to sit more 
               comfortably. As he talks, a little cough shakes him now and 
               then.

                                     NEFF
                         So we just sat there, and she kept 
                         on crying softly, like the rain on 
                         the window, and we didn't say 
                         anything. Maybe she had stopped 
                         thinking about it, but I hadn't. I 
                         couldn't. Because it all tied up 
                         with something I had been thinking 
                         about for years, since long before I 
                         ever ran into Phyllis Dietrichson. 
                         Because, in this business you can't 
                         sleep for trying to figure out the 
                         tricks they could pull on you. You're 
                         like the guy behind the roulette 
                         wheel, watching the customers to 
                         make sure they don't crook the house. 
                         And then one night, you get to 
                         thinking how you could crook the 
                         house yourself. And do it smart. 
                         Because you've got that wheel right 
                         under your hands. And you know every 
                         notch in it by heart. And you figure 
                         all you need is a plant out in front, 
                         a shill to put down the bet. And 
                         suddenly the doorbell rings and the 
                         whole set-up is right there in the 
                         room with you... Look, Keyes, I'm 
                         not trying to whitewash myself. I 
                         fought it, only maybe I didn't fight 
                         it hard enough. The stakes were fifty 
                         thousand dollars, but they were the 
                         life of a man, too, a man who'd never 
                         done me any dirt. Except he was 
                         married to a woman he didn't care 
                         anything about, and I did...

                                                               DISSOLVE TO:

               A-48 INT. NEFF'S APARTMENT LIVING ROOM

               CAMERA MOVES SLOWLY towards the davenport again. Neff sits 
               in one corner with his feet on the low table. He is smoking 
               his cigarette and staring at the ceiling. Phyllis has been 
               sitting fairly close to him. She gets up slowly and crosses 
               to her rain coat, lying over a chair.

                                     PHYLLIS
                         I've got to go now, Walter.

               Neff does not answer. He keeps on staring at the ceiling. 
               She starts to put the rain coat on.

                                     PHYLLIS
                         Will you call me, Walter?

               Neff still does not answer.

                                     PHYLLIS
                         Walter!

               He looks at her slowly, almost absently.

                                     PHYLLIS
                         I hate him. I loathe going back to 
                         him. You believe me, don't you, 
                         Walter?

                                     NEFF
                         Sure I believe you.

                                     PHYLLIS
                         I can't stand it anymore. What if 
                         they did hang me?

                                     NEFF
                         You're not going to hang, baby.

                                     PHYLLIS
                         It's better than going on this way.

                                     NEFF
                         -- you're not going to hang, baby. 
                         Not ever. Because you're going to do 
                         it the smart way. Because I'm going 
                         to help you.

                                     PHYLLIS
                         You!

                                     NEFF
                         Me.

                                     PHYLLIS
                         Do you know what you're saying?

                                     NEFF
                         Sure I know what I'm saying.

               He gets up and grips her arm.

                                     NEFF
                         We're going to do it together. We're 
                         going to do it right. And I'm the 
                         guy that knows how.

               There is fierce determination in his voice. His fingers dig 
               into her arm.

                                     PHYLLIS
                         Walter, you're hurting me.

                                     NEFF
                         There isn't going to be any slip up. 
                         Nothing sloppy. Nothing weak. It's 
                         got to be perfect.

               He kisses her.

                                     NEFF
                         You go now.

               He leads her towards the door.

                                     NEFF
                         Call me tomorrow. But not from your 
                         house. From a booth. And watch your 
                         step. Every single minute. It's got 
                         to be perfect, understand. Straight 
                         down the line.

               They have now reached the door. Neff opens it. Phyllis stands 
               in the doorway, her lips white.

                                     PHYLLIS
                         Straight down the line.

               She goes quietly. He watches her down the corridor. Slowly 
               he closes the door and goes back into the room. He moves 
               across the window and opens it wide. He stands there, looking 
               down into the dark street. From below comes the sound of a 
               car starting and driving off. The rain drifts in against his 
               face. He just stands there motionless. His mind is going a 
               hundred miles a minute.

                                                                  FADE OUT:

                                   END OF SEQUENCE "A"

                                       SEQUENCE "B"

               FADE IN:

               B-1 INT. NEFF'S OFFICE - (NIGHT)

               Neff sits slumped in his chair before the dictaphone. On the 
               desk next to him stands a used record. The cylinder on the 
               dictaphone is not turning. He is smoking a cigarette. He 
               kills it then lifts the needle and slides off the record 
               which is on the machine and stands it on end on the desk 
               beside the other used record. He reaches down painfully to 
               take another record from the rack beneath the dictaphone, 
               looks at it against the light to make sure it has not been 
               used, then slides it into place on the machine and resets 
               the needle. He lifts the horn and resumes his dictation.

                                     NEFF
                         The first thing we had to do was fix 
                         him up with that accident policy. I 
                         knew he wouldn't buy, but all I wanted 
                         was his signature on an application. 
                         So I had to make him sign without 
                         his knowing what he was signing. And 
                         I wanted a witness other than Phyllis 
                         to hear me give him a sales talk. I 
                         was trying to think with your brains, 
                         Keyes. I wanted all the answers ready 
                         for all the questions you were going 
                         to spring as soon as Dietrichson was 
                         dead.

               Neff takes a last drag on his cigarette and kills it by 
               running it under the ledge of the dictaphone stand. He drops 
               the stub on the floor and resumes.

                                     NEFF
                         A couple of nights later I went to 
                         the house. Everything looked fine, 
                         except I didn't like the witness 
                         Phyllis had brought in. It was 
                         Dietrichson's daughter Lola, and it 
                         made me feel a little queer in the 
                         belly to have her right there in the 
                         room, playing Chinese checkers, as 
                         if nothing was going to happen.

                                                                  DISSOLVE:

               B-2 A BOARD OF CHINESE CHECKERS CAMERA WITHDRAWS AND 
               GRADUALLY REVEALS THE DIETRICHSON LIVING ROOM - NIGHT

               The checker-board is on the davenport between Phyllis and 
               Lola. Mr. Dietrichson sits in a big easy chair. His coat and 
               tie are over the back of the chair, and the evening paper is 
               lying tumbled on the floor beside him. He is smoking a cigar 
               with the band on it. He has a drink in front of him and 
               several more inside him. In another chair sits Neff, his 
               briefcase on the floor, leaning against his chair. He holds 
               his rate book partly open, with a finger in it for a marker. 
               He is going full swing.

                                     NEFF
                         I suppose you realize, Mr. 
                         Dietrichson, that, not being an 
                         employee, you are not covered by the 
                         State Compensation Insurance Act. 
                         The only way you can protect yourself 
                         is by having a personal policy of 
                         your own.

                                     DIETRICHSON
                         I know all about that. The next thing 
                         you'll tell me I need earthquake 
                         insurance and lightning insurance 
                         and hail insurance.

               Phyllis looks up from the checker-board and cuts in on the 
               dialogue. Lola listens without much interest.

                                     PHYLLIS
                              (To Dietrichson)
                         If we bought all the insurance they 
                         can think up, we'd stay broke paying 
                         for it, wouldn't we, honey?

                                     DIETRICHSON
                         What keeps us broke is you going out 
                         and buying five hats at a crack. Who 
                         needs a hat in California?

                                     NEFF
                         I always say insurance is a lot like 
                         a hot water bottle. It looks kind of 
                         useless and silly hanging on the 
                         hook, but when you get that stomach 
                         ache in the middle of the night, it 
                         comes in mighty handy.

                                     DIETRICHSON
                         Now you want to sell me a hot water 
                         bottle.

                                     NEFF
                         Dollar for dollar, accident insurance 
                         is the cheapest coverage you can 
                         buy, Mr. Dietrichson.

                                     DIETRICHSON
                         Maybe some other time, Mr. Neff. I 
                         had a tough day.

                                     NEFF
                         Just as you say, Mr. Dietrichson.

                                     DIETRICHSON
                         Suppose we just settle that automobile 
                         insurance tonight.

                                     NEFF
                         Sure. All we need on that is for you 
                         to sign an application for renewal.

               Phyllis throws a quick glance at Neff. As she looks back she 
               sees that Lola is staring down at her wrist watch.

                                     LOLA
                         Phyllis, do you mind if we don't 
                         finish this game? It bores me stiff.

                                     PHYLLIS
                         Got some thing better to do?

                                     LOLA
                         Yes, I have.

               She gets up.

                                     LOLA
                              (To Dietrichson)
                         Father, is it all right if I run 
                         along now?

                                     DIETRICHSON
                         Run along where? Who with?

                                     LOLA
                         Just Anne. We're going roller skating.

                                     DIETRICHSON
                         Anne who?

                                     LOLA
                         Anne Matthews.

                                     PHYLLIS
                         It's not that Nino Zachetti again?

                                     DIETRICHSON
                         It better not be that Zachetti guy. 
                         If I ever catch you with that ---

                                     LOLA
                         It's Anne Matthews, I told you. I 
                         also told you we're going roller 
                         skating. I'm meeting her at the corner 
                         of Vermont and Franklin -- the north-
                         west corner, in case you're 
                         interested. And I'm late already. I 
                         hope that is all clear. Good night, 
                         Father. Good night, Phyllis.

               She starts to go.

                                     NEFF
                         Good night, Miss Dietrichson.

                                     LOLA
                         Oh, I'm sorry. Good night, Mr. --

                                     NEFF
                         Neff.

                                     LOLA
                         Good night, Mr. Neff.

                                     PHYLLIS
                         Now you're not going to take my car 
                         again.

                                     LOLA
                         No thanks. I'd rather be dead.

               She goes out through the archway.

                                     DIETRICHSON
                         A great little fighter for her weight.

               Dietrichson sucks down a big swallow of his drink.

               Neff has taken two blank forms from his briefcase. He puts 
               the briefcase on Mr. Dietrichson's lap and lays the forms on 
               top. Phyllis is watching closely.

                                     NEFF
                         This is where you sign, Mr. 
                         Dietrichson.

                                     DIETRICHSON
                         Sign what?

                                     NEFF
                         The applications for your auto 
                         renewals. So you'll be protected 
                         until the new policies are issued.

                                     DIETRICHSON
                         When will that be?

                                     NEFF
                         In about a week.

                                     DIETRICHSON
                         Just so I'm covered when I drive up 
                         North.

               Neff takes out his fountain pen.

                                     NEFF
                         San Francisco, Mr. Dietrichson?

                                     DIETRICHSON
                         Palo Alto.

                                     PHYLLIS
                         He was a Stanford man, Mr. Neff. And 
                         he still goes to his class reunion 
                         every year.

                                     DIETRICHSON
                         What's wrong with that? Can't I have 
                         a little fun even once a year?

                                     NEFF
                         Great football school, Stanford. Did 
                         you play football, Mr. Dietrichson?

                                     DIETRICHSON
                         Left guard. Almost made the varsity, 
                         too.

               Neff has unscrewed his fountain pen. He hands it to Mr. 
               Dietrichson. Dietrichson puts on his glasses.

                                     NEFF
                         On that bottom line, Mr. Dietrichson.

               Dietrichson signs. Neff's and Phyllis' eyes meet for a split 
               second.

                                     NEFF
                         Both copies, please.

               He withdraws the top copy barely enough to expose the 
               signature line on the supposed duplicate.

                                     DIETRICHSON
                         Sign twice, huh?

                                     NEFF
                         One is the agent's copy. I need it 
                         for my files.

                                     DIETRICHSON
                              (In a mutter)
                         Files. Duplicates. Triplicates.

               Dietrichson grunts and signs again. Again Neff and Phyllis 
               exchange a quick glance.

                                     NEFF
                         No hurry about the check, Mr. 
                         Dietrichson. I can pick it up at 
                         your office some morning.

               Casually Neff lifts the briefcase and signed applications 
               off Dietrichson's lap.

                                     DIETRICHSON
                         How much you taking me for?

                                     NEFF
                         One forty-seven fifty, Mr. 
                         Dietrichson.

               Dietrichson stands up. He is about Neff's height but a little 
               heavier.

                                     PHYLLIS
                         I guess that's enough insurance for 
                         one evening, Mr. Neff.

                                     DIETRICHSON
                         Plenty.

               Dietrichson has poured some more whisky into his glass. He 
               tries the siphon but it is empty. He gathers up his coat and 
               tie and picks up his glass.

                                     DIETRICHSON
                         Good night, Mr. Neff.

               Neff is zipping up his briefcase.

                                     NEFF
                         Good night, Mr. Dietrichson. Good 
                         night, Mrs. Dietrichson.

                                     DIETRICHSON
                         Bring me some soda when you come up, 
                         Phyllis.

               Dietrichson trundles off towards the archway.

                                     PHYLLIS
                              (To Neff)
                         I think you left your hat in the 
                         hall.

               Phyllis leads the way and Neff goes after her, his briefcase 
               under his arm.

               B-3 HALLWAY DIETRICHSON RESIDENCE - (NIGHT)

               Phyllis enters through the living room archway with Neff 
               behind her. She leads him towards the door. On the way he 
               picks up his hat. In the BACKGROUND Dietrichson begins to 
               ascend the stairs, carrying his coat and glass. Phyllis and 
               Neff move close to the door. They speak in very low voices.

                                     PHYLLIS
                         All right, Walter?

                                     NEFF
                         Fine.

                                     PHYLLIS
                         He signed it, didn't he?

                                     NEFF
                         Sure he signed it. You saw him.

               Phyllis opens the door a crack. Both look at the stairs, 
               where Dietrichson is going up. Phyllis takes her hand off 
               the doorknob and holds on to Neff's arm.

                                     NEFF
                              (Looking up)
                         Watch it, will you.

               Phyllis slowly drops her hand from his arm. Both look up as 
               Dietrichson goes across the balcony and out of sight.

                                     NEFF
                         Listen. That trip to Palo Alto When 
                         does he go?

                                     PHYLLIS
                         End of the month.

                                     NEFF
                         He drives, huh?

                                     PHYLLIS
                         He always drives.

                                     NEFF
                         Not this time. You're going to make 
                         him take the train.

                                     PHYLLIS
                         Why?

                                     NEFF
                         Because it's all worked out for a 
                         train.

               For a second they stand listening and looking up as if they 
               had heard a sound.

                                     PHYLLIS
                         It's all right. Go on, Walter.

                                     NEFF
                         Look, baby. There's a clause in every 
                         accident policy, a little something 
                         called double indemnity. The insurance 
                         companies put it in as a sort of 
                         come-on for the customers. It means 
                         they pay double on certain accidents. 
                         The kind that almost never happen. 
                         Like for instance if a guy got killed 
                         on a train, they'd pay a hundred 
                         thousand instead of fifty.

                                     PHYLLIS
                         I see.
                              (Her eyes widen with 
                              excitement)

                                     NEFF
                         We're hitting it for the limit, baby. 
                         That's why it's got to be a train.

                                     PHYLLIS
                         It's going to be a train, Walter. 
                         Just the way you say. Straight down 
                         the line.

               They look at each other. The look is like a long kiss. Neff 
               goes out. Slowly Phyllis closes the door and leans her head 
               against it as she looks up the empty stairway.

               B-4 EXT. DIETRICHSON RESIDENCE - (NIGHT)

               Neff, briefcase under his arm, comes down the steps to the 
               street, where his Dodge coupe is parked at the curb. He opens 
               the door and stops, looking in.

               Sitting there in the dark corner of the car, away from the 
               steering wheel, is Lola. She wears a coat but no hat.

                                     LOLA
                         Hello, Mr. Neff. It's me.

               Lola gives him a sly smile. Neff is a little annoyed.

                                     NEFF
                         Something the matter?

                                     LOLA
                         I've been waiting for you.

                                     NEFF
                         For me? What for?

                                     LOLA
                         I thought you could let me ride with 
                         you, if you're going my way.

               Neff doesn't like the idea very much.

                                     NEFF
                         Which way would that be?

                                     LOLA
                         Down the hill. Down Vermont.

                                     NEFF
                              (Remembering)
                         Oh, sure. Vermont and Franklin. North-
                         west corner, wasn't it? Be glad to, 
                         Miss Dietrichson.

               Neff gets into the car.

               B-5 INT. COUPE - (NIGHT) - (TRANSPARENCY)

               Neff puts the briefcase on the ledge behind the driver's 
               seat. He closes the door and starts the car. They drift down 
               the hill.

                                     NEFF
                         Roller skating, eh? You like roller 
                         skating?

                                     LOLA
                         I can take it or leave it.

               Neff looks at her curiously. Lola meets his glance.

                                     NEFF
                         Only tonight you're leaving it?

               This is an embarrassing moment for Lola.

                                     LOLA
                         Yes, I am. You see, Mr. Neff, I'm 
                         having a very tough time at home. My 
                         father doesn't understand me and 
                         Phyllis hates me.

                                     NEFF
                         That does sound tough, all right.

                                     LOLA
                         That's why I have to lie sometimes.

                                     NEFF
                         You mean it's not Vermont and 
                         Franklin.

                                     LOLA
                         It's Vermont and Franklin all right. 
                         Only it's not Anne Matthews. It's 
                         Nino Zachetti. You won't tell on me, 
                         will you?

                                     NEFF
                         I'd have to think it over.

                                     LOLA
                         Nino's not what my father says at 
                         all. He just had bad luck. He was 
                         doing pre-med at U.S.C. and working 
                         nights as an usher in a theater 
                         downtown. He got behind in his credits 
                         and flunked out. Then he lost his 
                         job for talking back. He's so hot-
                         headed.

                                     NEFF
                         That comes expensive, doesn't it?

                                     LOLA
                         I guess my father thinks nobody's 
                         good enough for his daughter except 
                         maybe the guy that owns Standard 
                         Oil. Would you like a stick of gum?

                                     NEFF
                         Never use it, thanks.

               Lola puts a stick of gum in her mouth.

                                     LOLA
                         I can't give Nino up. I wish father 
                         could see it my way.

                                     NEFF
                         It'll straighten out all right, Miss 
                         Dietrichson.

                                     LOLA
                         I suppose it will sometime.
                              (Looking out)
                         This is the corner right here, Mr. 
                         Neff.

               Neff brings the car to a stop by the curb.

                                     LOLA
                         There he is. By the bus stop.

               Neff looks out.

               B-6 CORNER VERMONT AND FRANKLIN - (NIGHT)

               Zachetti stands waiting, hands in trouser pockets. He is 
               about twenty-five, Italian looking, open shirt, not well 
               dressed.

               B-7 INT. COUPE - (NIGHT) - LOLA AND NEFF

                                     LOLA
                         He needs a hair-cut, doesn't he. 
                         Look at him. No job, no car, no money, 
                         no prospects, no nothing.
                              (Pause)
                         I love him.

               She leans over and honks on the horn.

                                     LOLA
                              (Calling)
                         Nino!

               B-8 ZACHETTI

               He turns around and looks towards the car.

                                     LOLA'S VOICE
                         Over here, Nino.

               Zachetti walks towards the car.

               B-9 THE COUPE

               Neff and Lola. She has opened the door. Zachetti comes up.

                                     LOLA
                         This is Mr. Neff, Nino.

                                     NEFF
                         Hello, Nino.

                                     ZACHETTI
                              (Belligerent from the 
                              first word)
                         The name is Zachetti.

                                     LOLA
                         Nino. Please. Mr. Neff gave me a 
                         ride from the house. I told him all 
                         about us.

                                     ZACHETTI
                         Why does he have to get told about 
                         us?

                                     LOLA
                         We don't have to worry about Mr. 
                         Neff, Nino.

                                     ZACHETTI
                         I'm not doing any worrying. Just 
                         don't you broadcast so much.

                                     LOLA
                         What's the matter with you, Nino? 
                         He's a friend.

                                     ZACHETTI
                         I don't have any friends. And if I 
                         did, I like to pick them myself.

                                     NEFF
                         Look, sonny, she needed the ride and 
                         I brought her along. Is that anything 
                         to get tough about?

                                     ZACHETTI
                         All right, Lola, make up your mind. 
                         Are you coming or aren't you?

                                     LOLA
                         Of course I'm coming. Don't mind 
                         him, Mr. Neff.

               Lola steps out of the car.

                                     LOLA
                         Thanks a lot. You've been very sweet.

               Lola catches up with Zachetti and they walk away together.

               B-10 INT. COUPE

               Neff looks after them. Slowly he puts the car in gear and 
               drives on. His face is tight. Behind his head, light catches 
               the metal of the zipper on the briefcase. Over the shot comes 
               the COMMENTARY:

                                     NEFF'S VOICE
                         She was a nice kid and maybe he was 
                         a little better than he sounded. I 
                         kind of hoped so for her sake, but 
                         right then it gave me a nasty feeling 
                         to be thinking about them at all, 
                         with that briefcase right behind my 
                         head and her father's application in 
                         it. Besides, I had other problems to 
                         work out. There were plans to make, 
                         and Phyllis had to be in on them...

                                                               DISSOLVE TO:

               B-11 EXT. SUPER MARKET - (DAY)

               There is a fair amount of activity but the place is not 
               crowded. Neff comes along the sidewalk into the shot. He 
               passes in front of the fruit and vegetable display and goes 
               between the stalls into the market.

                                     NEFF'S VOICE
                              (Continued)
                         ...but we couldn't be seen together 
                         any more and I had told her never to 
                         call me from her house and never to 
                         call me at my office. So we had picked 
                         out a big market on Los Feliz. She 
                         was to be there buying stuff every 
                         day about eleven o'clock, and I could 
                         run into her there. Kind of 
                         accidentally on purpose.

               B-12 INT. MARKET

               Neff stops by the cashier's desk and buys a pack of 
               cigarettes. As he is opening the pack he looks back casually 
               beyond the turnstile into the rear part of the market.

               B-13 ROWS OF HIGH SHELVES IN MARKET

               The shelves are loaded with canned goods and other 
               merchandise. Customers move around selecting articles and 
               putting them in their baskets. Phyllis is seen among them, 
               standing by the soap section. Her basket is partly filled. 
               She wears a simple house dress, no hat, and has a large 
               envelope pocketbook under her arm.

               B-14 INT. MARKET

               Neff has spotted Phyllis. Without haste he passes through 
               the turnstile towards the back.

               B-15 THE SHELVES

               Phyllis is putting a can of cleaning powder into her basket. 
               Neff enters the shot and moves along the shelves towards 
               her, very slowly, pretending to inspect the goods. A customer 
               passes and goes on out of scene. Phyllis and Neff are now 
               very close. During the ensuing low-spoken dialogue, they 
               continue to face the shelves, not looking at each other

                                     PHYLLIS
                         Walter.

                                     NEFF
                         Not so loud.

                                     PHYLLIS
                         I wanted to talk to you, Walter. 
                         Ever since yesterday.

                                     NEFF
                         Let me talk first. It's all set. The 
                         accident policy came through. I've 
                         got it in my pocket. I got his check 
                         too. I saw him down in the oil fields. 
                         He thought he was paying for the 
                         auto insurance. The check's just 
                         made out to the company. It could be 
                         for anything. But you have to send a 
                         check for the auto insurance, see. 
                         It's all right that way, because one 
                         of the cars is yours.

                                     PHYLLIS
                         But listen, Walter ---

                                     NEFF
                         Quick, open your bag.

               She hesitates, then opens it. Neff looks around quickly, 
               slips the policy out of his pocket and drops it into her 
               bag. She snaps the bag shut.

                                     NEFF
                         Can you get into his safe deposit 
                         box?

                                     PHYLLIS
                         Yes. We both have keys.

                                     NEFF
                         Fine. But don't put the policy in 
                         there yet. I'll tell you when. And 
                         listen, you never touched it or even 
                         saw it, understand?

                                     PHYLLIS
                         I'm not a fool.

                                     NEFF
                         Okay. When is he taking the train?

                                     PHYLLIS
                         Walter, that's just it. He isn't 
                         going.

                                     NEFF
                         What?

                                     PHYLLIS
                         That's what I've been trying to tell 
                         you. The trip is off.

                                     NEFF
                         What's happened?

               He breaks off as a short, squatty woman, pushing a child in 
               a walker, comes into sight and approaches. She stops beside 
               Neff, who is pretending to read a label on a can. Phyllis 
               puts a few cakes of soap into her basket.

                                     WOMAN
                              (To Neff)
                         Mister, could you reach me that can 
                         of coffee?
                              (She points)
                         That one up there.

                                     NEFF
                              (Reaching up)
                         This one?

               She nods. Neff reaches a can down from the high shelf and 
               hands it to her.

                                     WOMAN
                         I don't see why they always have to 
                         put what I want on the top shelf.

               She moves away with her coffee and her child. Out of the 
               corner of his eye Neff watches her go. He moves closer to 
               Phyllis again.

                                     NEFF
                         Go ahead. I'm listening.

                                     PHYLLIS
                         He had a fall down at the well. He 
                         broke his leg. It's in a cast.

                                     NEFF
                         That knocks it on the head all right.

                                     PHYLLIS
                         What do we do, Walter?

                                     NEFF
                         Nothing. Just wait.

                                     PHYLLIS
                         Wait for what?

                                     NEFF
                         Until he can take a train. I told 
                         you it's got to be a train.

                                     PHYLLIS
                         We can't wait. I can't go on like 
                         this.

                                     NEFF
                         We're not going to grab a hammer and 
                         do it quick, just to get it over 
                         with.

                                     PHYLLIS
                         There are other ways.

                                     NEFF
                         Only we're not going to do it other 
                         ways.

                                     PHYLLIS
                         But we can't leave it like this. 
                         What do you think would happen if he 
                         found out about this accident policy?

                                     NEFF
                         Plenty. But not as bad as sitting in 
                         that death-house.

                                     PHYLLIS
                         Don't ever talk like that, Walter.

                                     NEFF
                         Just don't let's start losing our 
                         heads.

                                     PHYLLIS
                         It's not our heads. It's our nerve 
                         we're losing.

                                     NEFF
                         We're going to do it right. That's 
                         all I said.

                                     PHYLLIS
                         Walter maybe it's my nerves. It's 
                         the waiting that gets me.

                                     NEFF
                         It's getting me just as bad, baby. 
                         But we've got to wait.

                                     PHYLLIS
                         Maybe we have, Walter. Only it's so 
                         tough without you. It's like a wall 
                         between us.

               Neff looks at his watch.

                                     NEFF
                         Good-bye baby. I'm thinking of you 
                         every minute.

               He goes off. She stares after him.

                                                               DISSOLVE TO:

               B-16 NEFF'S OFFICE - (DAY)

               He is wearing a light grey suit and has his hat on. He is 
               standing behind his desk opening some mail, taking a few 
               papers out of his briefcase, checking something in his rate 
               book, making a quick telephone call. But nothing of this is 
               heard.

                                     NEFF'S VOICE
                         After that a full week went by and I 
                         didn't see her once. I tried to keep 
                         my mind off her and off the whole 
                         idea. I kept telling myself that 
                         maybe those fates they say watch 
                         over you had gotten together and 
                         broken his leg to give me a way out. 
                         Then it was the fifteenth of June. 
                         You may remember that date, Keyes. I 
                         do too, only for a very different 
                         reason. You came into my office around 
                         three in the afternoon...

               Keyes enters with some papers in his hand.

                                     NEFF
                         Hello, Keyes.

                                     KEYES
                         I just came from Norton's office. 
                         The semi-annual sales records are 
                         out. You're high man, Walter. That's 
                         twice in a row. Congratulations.

                                     NEFF
                         Thanks. How would you like a cheap 
                         drink?

                                     KEYES
                         How would you like a fifty dollar 
                         cut in salary?

                                     NEFF
                         How would I -- Do I laugh now, or 
                         wait until it gets funny?

                                     KEYES
                         I'm serious, Walter. I've been talking 
                         to Norton. There's too much stuff 
                         piling up on my desk. Too much 
                         pressure on my nerves. I spend half 
                         the night walking up and down in my 
                         bed. I've got to have an assistant. 
                         I thought that you --

                                     NEFF
                         Me? Why pick on me?

                                     KEYES
                         Because I've got a crazy idea you 
                         might be good at the job.

                                     NEFF
                         That's crazy all right. I'm a 
                         salesman.

                                     KEYES
                         Yeah. A peddler, a glad-hander, a 
                         back-slapper. You're too good to be 
                         a salesman.

                                     NEFF
                         Nobody's too good to be a salesman.

                                     KEYES
                         Phooey. All you guys do is ring door-
                         bells and dish out a smooth line of 
                         monkey talk. What's bothering you is 
                         that fifty buck cut, isn't it?

                                     NEFF
                         That'd bother anybody.

                                     KEYES
                         Look, Walter. The job I'm talking 
                         about takes brains and integrity. It 
                         takes more guts than there is in 
                         fifty salesman. It's the hottest job 
                         in the business.

                                     NEFF
                         It's still a desk job. I don't want 
                         a desk job.

                                     KEYES
                         A desk job. Is that all you can see 
                         in it? Just a hard chair to park 
                         your pants on from nine to five. 
                         Just a pile of papers to shuffle 
                         around, and five sharp pencils and a 
                         scratch pad to make figures on, with 
                         maybe a little doodling on the side. 
                         That's not the way I see it, Walter. 
                         To me a claims man is a surgeon, and 
                         that desk is an operating table, and 
                         those pencils are scalpels and bone 
                         chisels. And those papers are not 
                         just forms and statistics and claims 
                         for compensation. They're alive, 
                         they're packed with drama, with 
                         twisted hopes and crooked dreams. A 
                         claims man, Walter, is a doctor and 
                         a blood-hound and a cop and a judge 
                         and a jury and a father confessor, 
                         all in one.

               The telephone rings on Neff's desk. Automatically Keyes grabs 
               the phone and answers.

                                     KEYES
                         Who? Okay, hold the line.

               He puts the phone down on the desk and continues to Neff:

                                     KEYES
                         And you want to tell me you're not 
                         interested. You don't want to work 
                         with your brains. All you want to 
                         work with is your finger on a door-
                         bell. For a few bucks more a week. 
                         There's a dame on your phone.

               Neff picks the phone up and answers.

                                     NEFF
                         Walter Neff speaking.

               B-17 INT. PHONE BOOTH - MARKET

               Phyllis is on the phone.

                                     PHYLLIS
                         I had to call you, Walter. It's 
                         terribly urgent. Are you with 
                         somebody?

               B-18 NEFF'S OFFICE

               Neff on the phone. His eye catches Keyes', who is walking up 
               and down.

                                     NEFF
                         Of course I am. Can't I call you 
                         back... Margie?

               B-19 PHYLLIS - ON PHONE

                                     PHYLLIS
                         Walter, I've only got a minute. It 
                         can't wait. Listen. He's going 
                         tonight. On the train. Are you 
                         listening, Walter? Walter!

               B-20 NEFF - ON PHONE

               His eyes are on Keyes. He speaks into the phone as calmly as 
               possible.

                                     NEFF
                         I'm listening. Only make it short... 
                         Margie.

               B-21 PHYLLIS - ON PHONE

                                     PHYLLIS
                         He's on crutches. The doctor says he 
                         can go if he's careful. The change 
                         will do him good. It's wonderful, 
                         Walter. Just the way you wanted it. 
                         Only with the crutches it's ever so 
                         much better, isn't it?

               B-22 NEFF'S OFFICE

               Neff on phone.

                                     NEFF
                         One hundred percent better. Hold the 
                         line a minute.

               He covers the receiver with his hand and turns to Keyes, who 
               is now standing at the window.

                                     NEFF
                         Suppose I join you in your office, 
                         Keyes --

               He makes a gesture as if expecting Keyes to leave. Keyes 
               stays right where he is.

                                     KEYES
                         I'll wait. Only tell Margie not to 
                         take all day.

               Neff looks at Keyes' back with a strained expression, then 
               lifts the phone again.

                                     NEFF
                         Go ahead.

               B-23 PHYLLIS, ON PHONE

                                     PHYLLIS
                         It's the ten-fifteen from Glendale. 
                         I'm driving him. Is it still that 
                         same dark street?

               B-24 NEFF, ON PHONE

               He is still watching Keyes cautiously.

                                     NEFF
                         Yeah -- sure.

               B-24A CLOSEUP - PHYLLIS - ON PHONE

                                     PHYLLIS
                         The signal is three honks on the 
                         horn. Is there anything else?

               B-24B CLOSEUP NEFF, ON PHONE

                                     NEFF
                         What color did you pick out?

               B-25 PHYLLIS, ON PHONE

                                     PHYLLIS
                         Color?
                              (She catches on)
                         Oh, sure. The blue suit, Walter. 
                         Navy blue. And the cast on his left 
                         leg.

               B-26 NEFF, ON PHONE

                                     NEFF
                         Navy blue. I like that fine.

               B-27 PHYLLIS, ON PHONE

                                     PHYLLIS
                         This is it, Walter. I'm shaking like 
                         a leaf. But it's straight down the 
                         line now for both of us. I love you, 
                         Walter. Goodbye.

               B-28 NEFF'S OFFICE

               Neff on the phone.

                                     NEFF
                         So long, Margie.

               He hangs up. His mouth is grim, but he forces a smile as 
               Keyes turns.

                                     NEFF
                         I'm sorry, Keyes.

                                     KEYES
                         What's the matter? The dames chasing 
                         you again? Or still? Or is it none 
                         of my business?

                                     NEFF
                              (With a sour smile)
                         If I told you it was a customer --

                                     KEYES
                         Margie! I bet she drinks from the 
                         bottle. Why don't you settle down 
                         and get married, Walter?

                                     NEFF
                         Why don't you, for instance?

                                     KEYES
                         I almost did, once. A long time ago.

               Neff gets up from his desk.

                                     NEFF
                         Look, Keyes, I've got a prospect to 
                         call on.

               Keyes drives right ahead.

                                     KEYES
                         We even had the church all picked 
                         out, the dame and I. She had a white 
                         satin dress with flounces on it. And 
                         I was on my way to the jewelry store 
                         to buy the ring. Then suddenly that 
                         little man in here started working 
                         on me.

               He punches his stomach with his fist.

                                     NEFF
                         So you went back and started 
                         investigating her. That it?

               Keyes nods slowly, a little sad and a little ashamed.

                                     KEYES
                         And the stuff that came out. She'd 
                         been dyeing her hair ever since she 
                         was sixteen. And there was a manic-
                         depressive in her family, on her 
                         mother's side. And she already had 
                         one husband, a professional pool 
                         player in Baltimore. And as for her 
                         brother --

                                     NEFF
                         I get the general idea. She was a 
                         tramp from a long line of tramps.

               He picks up some papers impatiently.

                                     KEYES
                         All right, I'm going. What am I to 
                         say to Norton? How about that job I 
                         want you for?

                                     NEFF
                         I don't think I want it. Thanks, 
                         Keyes, just the same.

                                     KEYES
                         Fair enough. Just get this: I picked 
                         you for the job, not because I think 
                         you're so darn smart, but because I 
                         thought maybe you were a shade less 
                         dumb than the rest of the outfit. I 
                         guess I was all wet. You're not 
                         smarter, Walter. You're just a little 
                         taller.

               He goes out. Neff is alone. He watches the door close, then 
               turns and goes slowly to the water cooler. He fills a paper 
               cup and stands holding it. His thoughts are somewhere else. 
               After a moment he absently throws the cupful of water into 
               the receptacle under the cooler. He goes back to the desk. 

               He takes his rate book out of his brief case and puts it on 
               the desk. He buttons the top button of his shirt, and pulls 
               his tie right. He leaves the office, with his briefcase under 
               his arm.

                                     NEFF'S VOICE
                         That was it, Keyes, and there was no 
                         use kidding myself any more. Those 
                         fates I was talking about had only 
                         been stalling me off. Now they had 
                         thrown the switch. The gears had 
                         meshed. The machinery had started to 
                         move and nothing could stop it. The 
                         time for thinking had all run out. 
                         From here on it was a question of 
                         following the time table, move by 
                         move, just as we had it rehearsed. I 
                         wanted my time all accounted for for 
                         the rest of the afternoon and up to 
                         the last possible moment in the 
                         evening. So I arranged to call on a 
                         prospect in Pasadena about a public 
                         liability bond. When I left the office 
                         I put my rate book on the desk as if 
                         I had forgotten it. That was part of 
                         the alibi.

                                                               DISSOLVE TO:

               B-29 EXT. NEFF'S APT. HOUSE DAY

               Neff's coupe comes down the street and swings into the garage 
               and goes down the ramp into the basement.

                                     NEFF'S VOICE
                         I got home about seven and drove 
                         right into the garage. This was 
                         another item to establish my alibi.

               B-30 INT. GARAGE

               There are about eight cars parked. A colored attendant in 
               coveralls and rubber boots is washing a car with a hose and 
               sponge. Neff's car comes into the shot and stops near the 
               attendant. Neff gets out with his briefcase under his arm.

                                     ATTENDANT
                         Hiya there, Mr. Neff.

                                     NEFF
                         How about a wash job on my heap, 
                         Charlie?

                                     ATTENDANT
                         How soon you want it, Mr. Neff? I 
                         got two cars ahead of you.

                                     NEFF
                         Anytime you get to it, Charlie. I'm 
                         staying in tonight.

                                     ATTENDANT
                         Okay, Mr. Neff. Be all shined up for 
                         you in the morning.

               Neff is crossing to the elevator. He speaks back over his 
               shoulder:

                                     NEFF
                         That left front tire looks a little 
                         soft. Check it, will you?

                                     ATTENDANT
                         You bet. Check 'em all round. Always 
                         do.

               Neff enters the elevator.

                                                               DISSOLVE TO:

               B-31 NEFF'S APT. - (DAY)

               Neff enters. He walks straight to the phone, dials, and starts 
               speaking into the mouthpiece, but only the COMMENTARY is 
               heard.

                                                                  DISSOLVE:

                                     NEFF'S VOICE
                         Up in my apartment I called Lou 
                         Schwartz, one of the salesmen that 
                         shared my office. He lived in 
                         Westwood. That made it a toll call 
                         and there'd be a record of it. I 
                         told him I had forgotten my rate 
                         book and needed some dope on the 
                         public liability bond I was figuring. 
                         I asked him to call me back. This 
                         was another item in my alibi, so 
                         that later on I could prove that I 
                         had been home.

               B-32 INT. NEFF'S LIVING ROOM

               Neff comes into the living room from the bedroom, putting on 
               the jacket of his blue suit. THE PHONE RINGS. He picks up 
               the receiver and starts talking, unheard, as before. He makes 
               notes on a pad.

                                                               DISSOLVE TO:

                                     NEFF'S VOICE
                         I changed into a navy blue suit like 
                         Dietrichson was going to wear. Lou 
                         Schwartz called me back and gave me 
                         a lot of figures...

               B-33 NEFF

               He is folding a hand towel and stuffing it into his jacket 
               pocket. He then takes a large roll of adhesive tape and puts 
               that into his pants pocket.

                                                               DISSOLVE TO:

                                     NEFF'S VOICE
                              (Cont'd)
                         I stuffed a hand towel and a big 
                         roll of adhesive tape into my pockets, 
                         so I could fake something that looked 
                         like a cast on a broken leg... Next 
                         I fixed the telephone and the 
                         doorbell, so that the cards would 
                         fall down if the bells rang. That 
                         way I would know there had been a 
                         phone call or visitor while I was 
                         away. I left the apartment house by 
                         the fire stairs and side door. Nobody 
                         saw me. It was already getting dark. 
                         I took the Vermont Avenue bus to Los 
                         Feliz and walked from there up to 
                         the Dietrichson house. There was 
                         that smell of honeysuckle again, 
                         only stronger, now that it was 
                         evening.

               B-34 & B-35 INSERTS OF OPEN TELEPHONE BELL BOX (ON BASEBOARD) 
               & DOORBELL (ABOVE ENTRANCE DOOR)

               Neff's hand places a small card against the bell clapper in 
               each of these.

                                                               DISSOLVE TO:

               B-36 FIRE STAIRS, APT. HOUSE (NIGHT)

               CAMERA PANS with Neff going down the stairs in his blue suit, 
               with a hat pulled down over his eyes.

                                                               DISSOLVE TO:

               B-37 EXT. DIETRICHSON HOME - (NIGHT) - LONG SHOT - NO 
               TRAFFIC

               Some windows are lit. Neff comes into the shot and approaches 
               cautiously. He looks around and then slides open the garage 
               door.

               B-38 INT. GARAGE

               Neff closes the garage door. Very faint light comes in at a 
               side window. He opens the rear door of the sedan, gets in 
               and closes the door after him. The dark interior of the car 
               has swallowed him up.

                                     NEFF'S VOICE
                         Then I was in the garage. His car 
                         was backed in, just the way I told 
                         Phyllis to have it. It was so still 
                         I could hear the ticking of the clock 
                         on the dashboard. I kept thinking of 
                         the place we had picked out to do 
                         it, that dark street on the way to 
                         the station, and the three honks on 
                         the horn that were to be the signal... 
                         About ten minutes later they came 
                         down.

                                                               DISSOLVE TO:

               B-39 EXT. DIETRICHSON HOUSE

               The front door has opened and Dietrichson is half-way down 
               the steps. He is walking with crutches, wearing the dark 
               blue suit and a hat. The cast is on his left leg. There is 
               no shoe on his left foot. Only the white plaster shows. 
               Phyllis comes after him, carrying his suitcase and his 
               overcoat. She wears a camel's-hair coat and no hat. She 
               catches up with him.

                                     PHYLLIS
                         You all right, honey? I'll have the 
                         car out in a second.

               Dietrichson just grunts. She passes him to the garage, CAMERA 
               WITH HER, and slides the door open.

               B-40 INT. GARAGE

               THE CAMERA IS VERY LOW INSIDE THE SEDAN, shooting slightly 
               upwards from Neff's hiding place. The garage door has just 
               been opened. Phyllis comes to the car, opens the rear door. 
               She looks down, almost INTO THE CAMERA. A tight, cool smile 
               flashes across her face. Then, very calmly, she puts the 
               suitcase and overcoat in back on the seat (out of shot). She 
               closes the door again.

               B-41 EXT. GARAGE

               Dietrichson stands watching Phyllis as she gets into the car 
               and drives out to pick him up. She stops beside him and opens 
               the right-hand door. Dietrichson climbs in with difficulty. 
               She helps him, watching him closely.

                                     PHYLLIS
                         Take it easy, honey. We've got lots 
                         of time.

                                     DIETRICHSON
                         Just let me do it my own way. Grab 
                         that crutch.

               She takes one of the crutches from him.

                                     DIETRICHSON
                         They ought to make these things so 
                         they fold up.

               For a moment, as he leans his hand on the back of the seat, 
               there is danger that he may see Neff. He doesn't. He slides 
               awkwardly into the seat and pulls the second crutch in after 
               him. He closes the door. The car moves off.

                                                               DISSOLVE TO:

               B-42 INT. CAR

               Phyllis driving and Dietrichson beside her, face TOWARDS THE 
               CAMERA. Dietrichson has a partly smoked cigar between his 
               teeth. They are in the middle of a conversation.

                                     DIETRICHSON
                         Aw, stop squawkin' can't you, Phyllis? 
                         No man takes his wife along to a 
                         class reunion. That's what class 
                         reunions are for.

                                     PHYLLIS
                         Mrs. Tucker went along with her 
                         husband last year, didn't she.

                                     DIETRICHSON
                         Yeah, and what happened to her? She 
                         sat in the hotel lobby for four days 
                         straight. Never even saw the guy 
                         until we poured him back on the train.

               B-43 CLOSEUP ON NEFF'S FACE LOW DOWN IN THE CORNER BEHIND 
               DIETRICHSON

               His face is partly covered by the edge of a traveling rug 
               which he has pulled up over him. He looks up at Dietrichson 
               and Phyllis in the front seat.

                                     PHYLLIS' VOICE
                         All right, honey. Just so long as 
                         you have a good time.

                                     DIETRICHSON'S VOICE
                         I won't do much dancing, I can tell 
                         you that.

               B-44 HEADS & SHOULDERS OF DIETRICHSON & PHYLLIS - AS SEEN BY 
               NEFF

                                     PHYLLIS
                         Remember what the doctor said. If 
                         you get careless you might end up 
                         with a shorter leg.

                                     DIETRICHSON
                         So what? I could break the other one 
                         and match them up again.

                                     PHYLLIS
                         It makes you feel pretty good to get 
                         away from me, doesn't it?

               B-45 PHYLLIS & DIETRICHSON - FACING CAMERA

                                     DIETRICHSON
                         It's only for four days. I'll be 
                         back Monday at the latest.

                                     PHYLLIS
                         Don't forget we're having the Hobeys 
                         for dinner on Monday.

                                     DIETRICHSON
                         The Hobeys? We had them last. They 
                         owe us a dinner, don't they?

                                     PHYLLIS
                         Maybe they do but I've already asked 
                         them for Monday.

                                     DIETRICHSON
                         Well, I don't want to feed the Hobeys.

               B-46 CLOSEUP - PHYLLIS' FACE ONLY

               There is a look of tension in her eyes now. She glances around 
               quickly. The car has reached the dark street Neff and she 
               picked out.

                                     DIETRICHSON'S VOICE
                         And I don't want to eat at their 
                         house either. The food you get there, 
                         and that rope he hands out for cigars. 
                         Call it off, can't you?

               Phyllis does not answer. She doesn't even breathe. Her hand 
               goes down on the horn button. She honks three times.

                                     DIETRICHSON'S VOICE
                         What are you doing that for? What 
                         the --

               This is as far as his voice will ever get. It breaks off and 
               dies down in a muffled groan. There are struggling noises 
               and a dull sound of something breaking. Phyllis drives on 
               and never turns her head. She stares straight in front of 
               her. Her teeth are clenched.

                                                               DISSOLVE TO:

               B-47 PARKING SPACE ADJOINING GLENDALE STATION - NIGHT

               The station is visible about sixty yards away. There is no 
               parking attendant. Ten or twelve cars are parked diagonally, 
               not crowded. The train is not in yet, but there is activity 
               around the station. Passengers and their friends, redcaps 
               and baggage men, news vendors, etc.

               The Dietrichson sedan drives into the shot past CAMERA and 
               parks in the foreground at the outer end of the line, several 
               spaces from the next car, facing away from the CAMERA. Both 
               front doors are open. Phyllis gets out and from the other 
               side crutches emerge, and a man (seen entirely from behind, 
               and apparently Dietrichson) climbs out awkwardly. While he 
               is steadying himself on the ground with the crutches, Phyllis 
               has taken out Dietrichson's suitcase and overcoat. She walks 
               around the car and rolls up the right front window. She closes 
               and locks the car door. She tries the right rear door and 
               takes a last look into the dim interior of the car. Then she 
               and the man walk slowly away from the car to the end of the 
               station platform and along it toward the station building, 
               Phyllis walks several steps ahead of the man.

               B-48 PHYLLIS & THE MAN - WALKING

               CAMERA FOLLOWING THEM, a little to one side, so that Phyllis 
               is clearly seen but the man's face is not.

                                     MAN
                              (In a subdued voice)
                         You handle the redcap and the 
                         conductor.

                                     PHYLLIS
                         Don't worry.

                                     MAN
                         Keep them away from me as much as 
                         you can. I don't want to be helped.

                                     PHYLLIS
                         I said don't worry, Walter.

               B-49 PHYLLIS & THE MAN, WALKING DOWN PLATFORM, CAMERA NOW 
               PRECEDING THEM

               Only at this point is it quite clear that THE MAN IS NEFF.

                                     NEFF
                         You start just as soon as the train 
                         leaves. At the dairy sign you turn 
                         off the highway onto the dirt road. 
                         From there it's exactly eight-tenths 
                         of a mile to the dump beside the 
                         tracks. Remember?

                                     PHYLLIS
                         I remember everything.

                                     NEFF
                         You'll be there a little ahead of 
                         the train. No speeding. You don't 
                         want any cops stopping you -- with 
                         him in the back.

                                     PHYLLIS
                         Walter, we've been through all that 
                         so many times.

                                     NEFF
                         When you turn off the highway, cut 
                         all your lights. I'm going to be 
                         back on the observation platform. 
                         I'll drop off as close to the spot 
                         as I can. Wait for the train to pass, 
                         then blink your lights twice.

               Phyllis nods. They go on. Over them is heard the noise of 
               the train coming into the station and its lights are seen.

               B-50 GLENDALE STATION PLATFORM

               The train is just coming to a stop. The passengers move 
               forward to the tracks. Phyllis, carrying the suitcase and 
               overcoat, and Neff, still a little behind her, come TOWARDS 
               THE CAMERA. A redcap sees them and runs up. He takes the 
               suitcase out of Phyllis' hand.

                                     REDCAP
                         San Francisco train, lady?

               Phyllis takes an envelope containing Dietrichson's ticket 
               from the pocket of the overcoat. She reads from the envelope.

                                     PHYLLIS
                         Car nine, section eleven. Just my 
                         husband going.

                                     REDCAP
                         Car nine, section eleven. Yessum, 
                         this way please.

               Phyllis hands the overcoat to the redcap, who leads her and 
               Neff towards car number nine. Neff still hangs back and keeps 
               his head down, the way a man using crutches might naturally 
               do.

               B-51 EXT. CAR #9: B-52: B-53

               The pullman conductor and porter stand at the steps. The 
               conductor is checking the tickets of passengers getting on. 
               The redcap leads Phyllis and Neff into the SHOT. The conductor 
               and porter see Neff on his crutches and move to help him.

                                     PHYLLIS
                         It's all right, thanks. My husband 
                         doesn't like to be helped.

               The redcap goes up the steps into the car. Neff laboriously 
               swings himself up onto the box and from there up on the steps, 
               keeping his head down. Meantime, Phyllis is holding the 
               attention of the conductor and porter by showing them the 
               ticket.

                                     CONDUCTOR
                         Car nine, section eleven. The 
                         gentleman only. Thank you.

               Phyllis nods and takes the ticket back. Neff has reached the 
               top of the steps. She goes up after him and gives him the 
               ticket. They are now close together.

                                     PHYLLIS
                         Goodbye, honey. Take awful good care 
                         of yourself with that leg.

                                     NEFF
                         Sure, I will. Just you take it easy 
                         going home.

                                     PHYLLIS
                         I'll miss you, honey.

               She kisses him. There are shouts of "ALL ABOARD". The redcap 
               comes from inside the car.

                                     REDCAP
                         Section eleven, suh.

               Phyllis takes a quarter from her bag and gives it to the 
               redcap.

                                     PORTER
                              (Shouting)
                         All aboard!

               Redcap descends. Phyllis kisses Neff again quickly.

                                     PHYLLIS
                         Good luck, honey.

               She runs down the steps. The porter picks up the box. He and 
               the conductor get on board the train. Phyllis stands there 
               waving goodbye as the train starts moving, and the porter 
               begins to close the car door. Phyllis turns and walks out of 
               the shot in the direction of the parked car.

               B-54 INT. PLATFORM CAR NUMBER NINE - MOVING TRAIN - (NIGHT) - 
               DIM LIGHT

               Neff and the Porter. The conductor is going on into the car. 
               Neff is half turned away from the porter.

                                     NEFF
                         Can you make up my berth right away?

                                     PORTER
                         Yes, sir.

                                     NEFF
                         I'm going back to the observation 
                         car for a smoke.

                                     PORTER
                         This way, sir. Three cars back.

               He holds the vestibule door open. Neff hobbles through.

                                                               DISSOLVE TO:

               B-55 INT. PULLMAN CAR - DIM

               Most of the berths are made up. As Neff hobbles along, another 
               porter and some passengers make way for the crippled man 
               solicitously.

                                                               DISSOLVE TO:

               B-56 PLATFORM BETWEEN TWO CARS - VERY DIM

               The train conductor meets Neff and opens the door for him. 
               Neff hobbles on through.

                                                               DISSOLVE TO:

               B-57 INT. PARLOR CAR - MOVING TRAIN

               Four or five passengers are reading or writing. As Neff comes 
               through on his crutches they pull in their feet to make room 
               for him. One old lady, seeing that he is headed for the 
               observation platform, opens the door for him. He thanks her 
               with a nod and hobbles through.

               B-58 OBSERVATION PLATFORM

               Dark except for a little light coming from inside the parlor 
               car. The train is going at about fifteen miles an hour between 
               Glendale and Burbank. Neff has come out and hobbled to the 
               railing. He stands looking back along the rails. SUDDENLY A 
               MAN'S VOICE speaks from behind him.

                                     MAN'S VOICE
                         Can I pull a chair out for you?

               Neff looks around. He sees a man sitting in the corner smoking 
               a hand-rolled cigarette. He is about fifty-five years old, 
               with white hair, and a broad-brimmed Stetson hat. He looks 
               like a small town lawyer or maybe a mining man. Neff does 
               not like the man's presence there very much. He turns to him 
               just enough to answer.

                                     NEFF
                         No thanks, I'd rather stand.

                                     MAN
                         You going far?

                                     NEFF
                         Palo Alto.

                                     MAN
                         My name's Jackson. I'm going all the 
                         way to Medford. Medford, Oregon. Had 
                         a broken arm myself once.

                                     NEFF
                         Uh-huh.

                                     JACKSON
                         That darn cast sure itches something 
                         fierce, don't it? I thought I'd go 
                         crazy with mine.

               Neff stands silent. His mind is feverishly thinking of how 
               to get rid of Jackson.

                                     JACKSON
                         Palo Alto's a nice little town. You 
                         a Stanford man?

                                     NEFF
                         Used to be.

               He starts patting his pockets as if looking for something.

                                     JACKSON
                         I bet you left something behind. I 
                         always do.

                                     NEFF
                         My cigar case. Must have left it in 
                         my overcoat back in the section.

               Jackson takes out a small bag of tobacco and a packet of 
               cigarette papers.

                                     JACKSON
                         Care to roll yourself a cigarette, 
                         Mr. --?

                                     NEFF
                         Dietrichson. Thanks. I really prefer 
                         cigars.
                              (Looking around)
                         Maybe the porter --

                                     JACKSON
                         I could get your cigars for you. Be 
                         glad to, Mr. Dietrichson.

                                     NEFF
                         That's darn nice of you. It's car 
                         nine, section eleven. If you're sure 
                         it's not too much trouble.

                                     JACKSON
                         Car nine, section eleven. A pleasure.

               He rises and exits into the parlor car. Neff turns slowly 
               and watches Jackson go back through the car. Then he moves 
               to one side of the platform and looks ahead along the track 
               to orientate himself. He gives one last glance back into the 
               parlor car to make sure no one is watching him. He slips the 
               crutches from under his arms and stands on both feet. He 
               drops the crutches off the train onto the tracks, then quickly 
               swings his body over the rail.

               B-59 EXT. MOVING OBSERVATION CAR - CAMERA FOLLOWING

               Neff is hanging onto the railing. He looks down, then lets 
               go and drops to the right-of-way. THE CAMERA STOPS. The train 
               recedes slowly into the night. Neff has fallen on the tracks. 
               He picks himself up, rubs one knee and looks back along the 
               line of the tracks and off to one side.

               B-60 DARK LANDSCAPE - RAILROAD TRACKS

               Close beyond the edge of the right-of-way, the silhouette of 
               a dump shows up. Beside it looms the dark bulk of the 
               Dietrichson sedan. The headlights blink twice and go out.

               B-61 NEFF

               He starts running towards the car. He runs a little awkwardly 
               because of the improvised cast on his left foot.

               B-62 CAR IN THE DARK

               The front door opens and Phyllis steps out. She closes the 
               door and looks in the direction of the tracks. The uneven 
               steps of Neff running towards her are heard. She opens the 
               back door of the car and leans in. She pulls the rug off the 
               corpse (which is not visible) and stands looking into the 
               car, unable to take her eyes off what she sees, while at the 
               same time her hands mechanically begin to fold the rug. The 
               running steps grow louder and Neff comes into the SHOT 
               breathing hard. He reaches her.

                                     NEFF
                         Okay. This has to go fast. Take his 
                         hat and pick up the crutches.

               Neff points back towards the tracks. He reaches into the car 
               and begins to drag out the body by the armpits. Phyllis coolly 
               reaches past him and takes the hat off the dead man's head. 
               She turns to go.

                                     NEFF
                         Hang on to that rug. I'll need it.

               Phyllis moves out of the shot carrying the hat and rug.

               B-63 NEFF

               He gets a stronger hold on the dead Dietrichson and drags 
               him free of the car and towards the tracks. The corpse is 
               not seen.

               B-64 PHYLLIS

               She has reached the point where one of the crutches lies. 
               She picks it up and goes for the other crutch a short distance 
               away. She carries both crutches, the hat and the rug towards 
               Neff.

               B-65 NEFF

               He has reached the railroad tracks. The corpse is lying beside 
               the tracks, face down. Phyllis comes up to Neff. He takes 
               the crutches and the hat from her. He throws the crutches 
               beside the corpse. He takes the hat from Phyllis and tosses 
               it carelessly along the track.

                                     NEFF
                         Let's go. Stay behind me.

               He takes the rug from her and they move back towards the 
               car, Phyllis first, then Neff walking almost backwards, 
               sweeping the ground over which the body was dragged with the 
               rug as they go.

               B-66 THE CAR

               They reach it together.

                                     NEFF
                         Get in. You drive.

               She gets in. Neff sweeps the ground after him as he goes 
               around the car to get in beside her. He throws the rug into 
               the back of the car.

               B-67 INT. CAR

               Phyllis is behind the wheel. Neff beside her is just closing 
               the door. He props his wrapped foot against the dashboard 
               and begins to tear off the adhesive tape while at the same 
               time Phyllis presses the starter button. The starter grinds, 
               but the motor doesn't catch. She tries again. It still doesn't 
               catch. Neff looks at her. She tries a third time. The starter 
               barely turns over. The battery is very low.

               Phyllis leans back. They stare at each other desperately. 
               After a moment Neff bends forward slowly and turns the 
               ignition key to the OFF position. He holds his left thumb 
               poised over the starter button. There is a breathless moment. 
               Then he presses the starter button with swift decision. The 
               starter grinds with nerve-wracking sluggishness. Neff twists 
               the ignition key to ON and instantly pulls the hand-throttle 
               wide open. With a last feeble kick of the starter, the motor 
               catches and races. He eases the throttle down and slides 
               back into his place. They look at each other again. The 
               tenseness of the moment still shows in their faces.

                                     NEFF
                         Let's go, baby.

               Phyllis releases the hand brake and puts the car in reverse. 
               Neff is again busy unwrapping the tape from his leg. The car 
               moves.

               B-68 DARK LANDSCAPE - WITH DUMP

               The car, with the headlights out, backs up, swings around 
               and moves off along the dirt road the way it came.

                                                               DISSOLVE TO:

               B-69 INT. SEDAN - DRIVING ALONG HIGHWAY IN TRAFFIC

               Phyllis and Neff facing towards CAMERA. Neff is bent over, 
               peeling the towel and plaster off his foot, which is out of 
               shot. Phyllis is calm, almost relaxed. Neff straightens up. 
               They are talking to each other. Their lips are seen moving 
               but what they say is not heard. They stop talking. Phyllis 
               stares straight ahead. Neff is pulling adhesive tape off the 
               wrapped towel that was on his foot. He folds the adhesive 
               into a tight ball, rolls the towel up, puts both into his 
               pockets.

                                                               DISSOLVE TO:

                                     NEFF'S VOICE
                         On the way back we went over once 
                         more what she was to do at the 
                         inquest, if they had one, and about 
                         the insurance, when that came up. I 
                         was afraid she might go to pieces a 
                         little, now that we had done it, but 
                         she was perfect. No nerves. Not a 
                         tear, not even a blink of the eyes...

               B-70 DARK STREET NEAR NEFF'S APT. HOUSE

               The sedan drives into the shot and stops without pulling 
               over to the curb.

                                     NEFF'S VOICE
                              (Cont'd)
                         She dropped me a block from my 
                         apartment house.

               The car door opens. Neff starts to get out.

                                     PHYLLIS
                         Walter.

               Neff turns back to her.

                                     PHYLLIS
                         What's the matter, Walter. Aren't 
                         you going to kiss me?

                                     NEFF
                         Sure, I'm going to kiss you.

               Phyllis bends towards him and puts her arms around him.

                                     PHYLLIS
                         It's straight down the line, isn't 
                         it?

               Phyllis kisses him. In the kiss he is passive.

                                     PHYLLIS
                         I love you, Walter.

                                     NEFF
                         I love you, baby.

                                                               DISSOLVE TO:

               B-71 FIRE STAIRS - (NIGHT)

               Neff going up.

                                     NEFF'S VOICE
                         It was two minutes past eleven as I 
                         went up the fire stairs again. Nobody 
                         saw me this time either.

                                                               DISSOLVE TO:

               B-72 B-73 INSERTS

               Telephone bell box and the door bell. The cards are still in 
               position. Neff's hand takes them out.

                                     NEFF'S VOICE
                              (Cont'd)
                         In the apartment I checked the bells. 
                         The cards hadn't moved. No calls. No 
                         visitors.

                                                               DISSOLVE TO:

               B-74 LIVING ROOM - NEFF'S APT. NIGHT - ELECTRIC LIGHTS ON

               Neff comes from the bedroom, wearing the light grey suit he 
               wore before the murder, only with out a tie. He buttons his 
               jacket, looks around the room, and opens the corridor door.

                                     NEFF'S VOICE
                         I changed the blue suit. There was 
                         one last thing to do. I wanted the 
                         garage man to see me again.

                                                               DISSOLVE TO:

               B-75 BASEMENT GARAGE - (NIGHT)

               Fifteen or twenty cars are parked now. Charlie, the attendant 
               has washed Neff's car and is now polishing the glass and 
               metal work. Neff comes from the elevator. Charlie sees him. 
               He straightens up.

                                     CHARLIE
                         You going to need it after all, Mr. 
                         Neff? I'm about through.

                                     NEFF
                         It's okay, Charlie. Just walking 
                         down to the drug store for something 
                         to eat. Been working upstairs all 
                         evening. My stomach's getting sore 
                         at me.

               He walks up the ramp towards the garage entrance.

               B-76 STREET OUTSIDE APT. HOUSE - (NIGHT) - SHOOTING TOWARDS 
               GARAGE ENTRANCE

               Neff comes out at the top of the ramp and starts to walk 
               down the street, not too fast. CAMERA PRECEDES HIM. He walks 
               about ten or fifteen yards. At first his steps sound hard 
               and distinct on the sidewalk and echo in the deserted street. 
               But slowly, as he goes on, they fade into utter silence. He 
               walks a few feet without sound, then becomes aware of the 
               silence. He stops rigidly and looks back. CAMERA STOPS WITH 
               HIM. He stands like that for a moment, then turns toward the 
               CAMERA again. There is a look of horror on his face now. He 
               walks on, CAMERA AHEAD OF HIM again. Still his steps make no 
               sound.

                                     NEFF'S VOICE
                         That was all there was to it. Nothing 
                         had slipped, nothing had been 
                         overlooked, there was nothing to 
                         give us away. And yet, Keyes, as I 
                         was walking down the street to the 
                         drug store, suddenly it came over me 
                         that everything would go wrong. It 
                         sounds crazy, Keyes, but it's true, 
                         so help me: I couldn't hear my own 
                         footsteps. It was the walk of a dead 
                         man.

                                                                  FADE OUT:

                                   END OF SEQUENCE "B"

                                       SEQUENCE "C"

               FADE IN:

               C-1 NEFF'S OFFICE - NIGHT

               Neff sits before the dictaphone. There are four cylinders on 
               end on the desk next to him. He gets up from the swivel chair 
               with great effort and stands a moment unsteadily. The wound 
               in his shoulder is paining him. He is very weak as he slowly 
               crosses to the water cooler. He takes the blood stained 
               handkerchief from inside his shirt and soaks it with fresh 
               water.

               The office door opens behind him. He turns, hiding the 
               handkerchief behind his back. In the doorway stands the 
               colored man who has been cleaning up downstairs. He is 
               carrying his big trash box by a rope handle.

                                     COLORED MAN
                         Didn't know anybody was here, Mr. 
                         Neff. We ain't cleaned your office 
                         yet.

                                     NEFF
                         Let it go tonight. I'm busy.

                                     COLORED MAN
                         Whatever you say, Mr. Neff.

               He closes the door slowly, staring at Neff with an uneasy 
               expression. Neff puts the soaked handkerchief back on his 
               wounded shoulder, then walks heavily over to his swivel chair 
               and lowers himself into it. He takes the dictaphone horn and 
               speaks into it again.

                                     NEFF
                         That was the longest night I ever 
                         lived through, Keyes, and the next 
                         day was worse, when the story broke 
                         in the papers, and they were talking 
                         about it at the office, and the day 
                         after that when you started digging 
                         into it. I kept my hands in my pockets 
                         because I thought they were shaking, 
                         and I put on dark glasses so people 
                         couldn't see my eyes, and then I 
                         took them off again so people wouldn't 
                         get to wondering why I wore them. I 
                         was trying to hold myself together, 
                         but I could feel my nerves pulling 
                         me to pieces....

                                                               DISSOLVE TO:

               C-2 INSURANCE OFFICE - TWELFTH FLOOR - DAY

               Neff comes through the reception room doors with his hat on 
               and his briefcase under his arm. He walks towards his office, 
               but half way there he runs into Keyes. Keyes is wearing his 
               vest and hat, no coat. He is carrying a file of papers and 
               smoking a cigar.

                                     KEYES
                         Come on, Walter. The big boss wants 
                         to see us.

                                     NEFF
                         Okay.

               He turns and walks beside Keyes, CAMERA AHEAD of them

                                     NEFF
                         That Dietrichson case?

                                     KEYES
                         Must be.

                                     NEFF
                         Anything wrong?

                                     KEYES
                         The guy's dead, we had him insured 
                         and it's going to cost us money. 
                         That's always wrong.

               He stops by a majolica jar full of sand and takes a pencil 
               from his vest. He stands over the jar extinguishing his cigar 
               carefully so as not to damage it.

                                     NEFF
                         What have you got so far?

                                     KEYES
                         Autopsy report. No heart failure, no 
                         apoplexy, no predisposing medical 
                         cause of any kind. He died of a broken 
                         neck.

                                     NEFF
                         When is the inquest?

                                     KEYES
                         They had it this morning. His wife 
                         and daughter made the identification. 
                         The train people and some passengers 
                         told how he went through to the 
                         observation car.. It was all over in 
                         forty-five minutes. Verdict, 
                         accidental death.

               Keyes puts the half-smoked cigar into his vest pocket with 
               the pencil. They move on.

                                     NEFF
                         What do the police figure?

                                     KEYES
                         That he got tangled up in his crutches 
                         and fell off the train. They're 
                         satisfied. It's not their dough.

               They stop at a door lettered in embossed chromium letters: 
               EDWARD S. NORTON, JR. PRESIDENT. Keyes opens the door. They 
               go in.

               C-3 INT. RECEPTION ROOM - MR. NORTON'S OFFICE

               A secretary sitting behind a desk. As Keyes and Neff enter, 
               the door to Norton's private office is opened. From inside, 
               Mr. Norton is letting out three legal looking gentlemen. 
               Norton is about forty-five, very well groomed, rather pompous 
               in manner.

                                     NORTON
                              (To the men who are 
                              leaving)
                         I believe the legal position is now 
                         clear, gentlemen. Please stand by. I 
                         may need you later.

               He sees Keyes and Neff.

                                     NORTON
                         Come in, Mr. Keyes. You too, Mr. 
                         Neff.

               Neff has put down his hat and briefcase. He and Keyes pass 
               the legal looking men and follow Norton into his office.

               C-4 INT. NORTON'S OFFICE

               Naturally it is the best office in the building; modern but 
               not modernistic, spacious, very well furnished; flowers, 
               smoking stands, easy chairs, etc. Norton has gone behind his 
               desk. Keyes has come in, and Neff after him closes the door 
               quietly. Norton looks disapprovingly at Keyes' shirt sleeves.

                                     NORTON
                         You find this an uncomfortably warm 
                         day Mr. Keyes?

               Keyes takes his hat off but holds it in his hands.

                                     KEYES
                         Sorry, Mr. Norton. I didn't know 
                         this was formal.

               Norton smiles frostily.

                                     NORTON
                         Sit down, gentlemen.
                              (To Keyes)
                         Any new developments?

               Keyes and Neff sit down, Norton remains standing.

                                     KEYES
                         I just talked to this Jackson long 
                         distance. Up in Medford, Oregon.

                                     NORTON
                         Who's Jackson?

                                     KEYES
                         The last guy that saw Dietrichson 
                         alive. They were out on the 
                         observation platform together talking. 
                         Dietrichson wanted a cigar and Jackson 
                         went to get Dietrichson's cigar case 
                         for him. When he came back to the 
                         observation platform, no Dietrichson. 
                         Jackson didn't think anything was 
                         wrong until a wire caught up with 
                         the train at Santa Barbara. They had 
                         found Dietrichson's body on the tracks 
                         near Burbank.

                                     NORTON
                         Very interesting, about the cigar 
                         case.

               He walks up and down behind his desk thinking hard.

                                     NORTON
                         Anything else?

                                     KEYES
                         Not much. Dietrichson's secretary 
                         says she didn't know anything about 
                         the policy. There is a daughter, but 
                         all she remembers is Neff talking to 
                         her father about accident insurance 
                         at their house one night.

                                     NEFF
                         I couldn't sell him at first. Mrs. 
                         Dietrichson opposed it. He told me 
                         he'd think it over. Later on I went 
                         down to the oil fields and closed 
                         him. He signed the application and 
                         gave me his check.

                                     NORTON
                              (Dripping with sarcasm)
                         A fine piece of salesmanship that 
                         was, Mr. Neff.

                                     KEYES
                         There's no sense in pushing Neff 
                         around. He's got the best sales record 
                         in the office. Are your salesmen 
                         supposed to know that the customer 
                         is going to fall off a train?

                                     NORTON
                         Fall off a train? Are we sure 
                         Dietrichson fell off the train?

               There is a charged pause.

                                     KEYES
                         I don't get it.

                                     NORTON
                         You don't, Mr. Keyes? Then what do 
                         you think of this case? This policy 
                         might cost us a great deal of money. 
                         As you know, it contains a double 
                         indemnity clause. Just what is your 
                         opinion?

                                     KEYES
                         No opinion at all.

                                     NORTON
                         Not even a hunch? One of those 
                         interesting little hunches of yours?

                                     KEYES
                         Nope. Not even a hunch.

                                     NORTON
                         I'm surprised, Mr. Keyes. I've formed 
                         a very definite opinion. I think I 
                         know -- in fact I know I know what 
                         happened to Dietrichson.

                                     KEYES
                         You know you know what?

                                     NORTON
                         I know it was not an accident.

               He looks from Keyes to Neff and back to Keyes.

                                     NORTON
                         What do you say to that?

                                     KEYES
                         Me? You've got the ball. Let's see 
                         you run with it.

                                     NORTON
                         There's a widespread feeling that 
                         just because a man has a large office --

               The dictograph on his desk buzzes. He reaches over and 
               depresses a key and puts the earpiece to his ear.

                                     NORTON
                              (Into dictograph)
                         Yes?... Have her come in, please.

               He replaces the earpiece. He turns back to Keyes and Neff.

                                     NORTON
                         -- that just because a man has a 
                         large office he must be an idiot. 
                         I'm having a visitor, if you don't 
                         mind.

               Keyes and Neff start to get up.

                                     NORTON
                         No, no. I want you to stay and watch 
                         me handle this.

               The secretary has opened the door.

                                     SECRETARY
                         Mrs. Dietrichson.

               Neff stands staring at the door. He relaxes with an obvious 
               effort of will. Phyllis comes in. She wears a gray tailored 
               suit, small black hat with a veil, black gloves, and carries 
               a black bag. The secretary closes the door behind her. Mr. 
               Norton goes to meet her.

                                     NORTON
                         Thank you very much for coming, Mrs. 
                         Dietrichson. I assure you I appreciate 
                         it.

               He turns a little towards Keyes.

                                     NORTON
                         This is Mr. Keyes.

                                     KEYES
                         How do you do.

                                     PHYLLIS
                         How do you do.

                                     NORTON
                         And Mr. Neff.

                                     PHYLLIS
                         I've met Mr. Neff. How do you do.

               Norton has placed a chair. Phyllis sits. Norton goes behind 
               his desk.

                                     NORTON
                         Mrs. Dietrichson, I assure you of 
                         our sympathy in your bereavement. I 
                         hesitated before asking you to come 
                         here so soon after your loss.

               Phyllis nods silently.

                                     NORTON
                         But now that you're here I hope you 
                         won't mind if I plunge straight into 
                         business. You know why we asked you 
                         to come, don't you?

                                     PHYLLIS
                         No. All I know is that your secretary 
                         made it sound very urgent.

               Keyes sits quietly in his chair with his legs crossed. He 
               has hung his hat on his foot and thrust his thumbs in the 
               armholes of his vest. He looks a little bored. Neff, behind 
               him, stands leaning against the false mantel, completely 
               dead-pan.

                                     NORTON
                         Your husband had an accident policy 
                         with this company. Evidently you 
                         don't know that, Mrs. Dietrichson.

                                     PHYLLIS
                         No. I remember some talk at the house --

               She looks towards Neff.

                                     PHYLLIS
                         -- but he didn't seem to want it.

                                     NEFF
                         He took it out a few days later, 
                         Mrs. Dietrichson.

                                     PHYLLIS
                         I see.

                                     NORTON
                         You'll probably find the policy among 
                         his personal effects.

                                     PHYLLIS
                         His safe deposit box hasn't been 
                         opened yet. It seems a tax examiner 
                         has to be present.

                                     NORTON
                         Please, Mrs. Dietrichson, I don't 
                         want you to think you are being 
                         subjected to any questioning. But 
                         there are a few things we should 
                         like to know.

                                     PHYLLIS
                         What sort of things?

                                     NORTON
                         We have the report of the coroner's 
                         inquest. Accidental death. We are 
                         not entirely satisfied. In fact we 
                         are not satisfied at all.

               Phyllis looks at him coolly.

               Keyes looks vaguely interested.

               Neff is staring straight at Phyllis.

                                     NORTON
                         Frankly, Mrs. Dietrichson, we suspect 
                         suicide.

               Phyllis doesn't bat an eyelash.

                                     NORTON
                         I'm sorry. Would you like a glass of 
                         water?

                                     PHYLLIS
                         Please.

                                     NORTON
                         Mr. Neff.

               He indicates a thermos on a stand near Neff. Neff pours a 
               glass of water and carries it over to Phyllis. She has lifted 
               her veil a little. She takes the glass from his hand.

                                     PHYLLIS
                         Thank you.

               Their eyes meet for a fraction of a second.

                                     NORTON
                         Had your husband been moody or 
                         depressed lately, Mrs. Dietrichson? 
                         Did he seem to have financial worries, 
                         for instance?

                                     PHYLLIS
                         He was perfectly all right and I 
                         don't know of any financial worries.

                                     NORTON
                         There must have been something, Mrs. 
                         Dietrichson. Let us examine this so-
                         called accident. First, your husband 
                         takes out this policy in absolute 
                         secrecy. Why? Because he doesn't 
                         want his family to suspect what he 
                         intends to do.

                                     PHYLLIS
                         Do what?

                                     NORTON
                         Commit suicide. Next, he goes on 
                         this trip entirely alone. He has to 
                         be alone. He hobbles all the way out 
                         to the observation platform, very 
                         unlikely with his leg in a cast, 
                         unless he has a very strong reason. 
                         Once there, he finds he is not alone. 
                         There is a man there. What was his 
                         name, Keyes?

               Norton flips his fingers impatiently at Keyes who doesn't 
               even bother to look up.

                                     KEYES
                         His name was Jackson. Probably still 
                         is.

                                     NORTON
                         Jackson. So your husband gets rid of 
                         this Jackson with some flimsy excuse 
                         about cigars. And then he is alone. 
                         And then he does it. He jumps. 
                         Suicide. In which case the company 
                         is not liable.
                              (Pause)
                         You know that, of course. We could 
                         go to court --

                                     PHYLLIS
                         I don't know anything. In fact I 
                         don't know why I came here.

               She makes as if to rise indignantly.

                                     NORTON
                         Just a moment, please. I said we 
                         could go to court. I didn't say we 
                         want to. Not only is it against our 
                         practice, but it would involve a 
                         great deal of expense, a lot of 
                         lawyers, a lot of time, perhaps years.

               Phyllis rises coldly.

                                     NORTON
                         So what I want to suggest is a 
                         compromise on both sides. A settlement 
                         for a certain sum, a part of the 
                         policy value --

                                     PHYLLIS
                         Don't bother, Mr. Norton. When I 
                         came in here I had no idea you owed 
                         me any money. You told me you did. 
                         Then you told me you didn't. Now you 
                         tell me you want to pay me a part of 
                         it, whatever it is. You want to 
                         bargain with me, at a time like this. 
                         I don't like your insinuations about 
                         my husband, Mr. Norton, and I don't 
                         like your methods. In fact I don't 
                         like you, Mr. Norton. Goodbye, 
                         gentlemen.

               She turns and walks out. The door closes after her. There is 
               a pregnant pause. Keyes straightens up in his chair.

                                     KEYES
                         Nice going, Mr. Norton. You sure 
                         carried that ball.

               Norton pours himself a glass of water and stands holding it.

                                     KEYES
                         Only you fumbled on the goal line. 
                         Then you heaved an illegal forward 
                         pass and got thrown for a forty-yard 
                         loss. Now you can't pick yourself up 
                         because you haven't got a leg to 
                         stand on.

                                     NORTON
                         I haven't eh? Let her claim. Let her 
                         sue. We can prove it was suicide.

               Keyes stands up.

                                     KEYES
                         Can we? Mr. Norton, the first thing 
                         that hit me was that suicide angle. 
                         Only I dropped it in the wastepaper 
                         basket just three seconds later. You 
                         ought to take a look at the statistics 
                         on suicide sometime. You might learn 
                         a little something about the insurance 
                         business.

                                     NORTON
                         I was raised in the insurance 
                         business, Mr. Keyes.

                                     KEYES
                         Yeah. In the front office. Come on, 
                         you never read an actuarial table in 
                         your life. I've got ten volumes on 
                         suicide alone. Suicide by race, by 
                         color, by occupation, by sex, by 
                         seasons of the year, by time of day. 
                         Suicide, how committed: by poisons, 
                         by fire-arms, by drowning, by leaps. 
                         Suicide by poison, subdivided by 
                         types of poison, such as corrosive, 
                         irritant, systemic, gaseous, narcotic, 
                         alkaloid, protein, and so forth. 
                         Suicide by leaps, subdivided by leaps 
                         from high places, under wheels of 
                         trains, under wheels of trucks, under 
                         the feet of horses, from steamboats. 
                         But Mr. Norton, of all the cases on 
                         record there's not one single case 
                         of suicide by leap from the rear end 
                         of a moving train. And do you know 
                         how fast that train was going at the 
                         point where the body was found? 
                         Fifteen miles an hour. Now how could 
                         anybody jump off a slow moving train 
                         like that with any kind of expectation 
                         that he would kill himself? No soap, 
                         Mr. Norton. We're sunk, and we're 
                         going to pay through the nose, and 
                         you know it. May I have this?

               Keyes' throat is dry after the long speech. He grabs the 
               glass of water out of Norton's hand and drains it in one big 
               gulp.

               Norton is watching him almost stupefied. Neff stands with 
               the shadow of a smile on his face. Keyes puts the glass down 
               noisily on Norton's desk.

                                     KEYES
                         Come on, Walter.

               Norton doesn't move or speak. Keyes puts his hat on and 
               crosses towards the door, Neff after him. With the doorknob 
               in his hand Keyes turns back to Norton with a glance down at 
               his own shirt sleeves.

                                     KEYES
                         Next time I'll rent a tuxedo.

               They go out.

                                                               DISSOLVE TO:

               C-5 NEFF - AT DICTAPHONE - (NIGHT)

               There is a tired grin on his face as he talks into the horn.

                                     NEFF
                         I could have hugged you right then 
                         and there, Keyes, you and your 
                         statistics. You were the only one we 
                         were really scared of, and instead 
                         you were almost playing on our team...

                                                               DISSOLVE TO:

               C-6 NEFF'S APARTMENT - EVENING - ALMOST DARK IN THE ROOM

               The corridor door opens letting light in. Neff enters with 
               his hat on and his briefcase under his arm. He switches the 
               lights on, closes the door, puts the lights on, closes the 
               door, puts the key in his pocket. At this moment the telephone 
               rings. He picks up the phone.

                                     NEFF'S VOICE
                         That evening when I got home my nerves 
                         had eased off. I could feel the ground 
                         under my feet again, and it looked 
                         like easy going from there on it.

                                     NEFF
                         Hello... Hello, baby.... Sure, 
                         everything is fine... You were 
                         wonderful in Norton's office.

               C-7 INT. TELEPHONE BOOTH IN A DRUG STORE

               Phyllis is on the phone. She is not dressed as in Norton's 
               office.

                                     PHYLLIS
                         I felt so funny. I wanted to look at 
                         you all the time.

               C-8 NEFF ON TELEPHONE IN HIS APARTMENT

                                     NEFF
                         How do you think I felt? Where are 
                         you, baby?

               C-9 PHYLLIS ON PHONE

                                     PHYLLIS
                         At the drug store. Just a block away. 
                         Can I come up?

               C-10 NEFF'S APARTMENT - (NIGHT) - NEFF ON PHONE

                                     NEFF
                         Okay. But be careful. Don't let 
                         anybody see you.

               He hangs up, takes off his hat and drops hat and briefcase 
               on the davenport. He looks around the room and crosses to 
               lower the venetian blinds and draw the curtains. He gathers 
               up the morning paper which is lying untidily on the floor 
               and puts it in the waste-paper basket.

               The door bell rings.

               Neff stops in sudden alarm. It can't be Phyllis. The time is 
               too short. For a second he stands there motionless, then 
               crosses to the door and opens it.

               In the open door stands Keyes.

                                     NEFF
                         Hello, Keyes.

               Keyes walks past him into the room. His hands are clasped 
               behind his back. There is a strange, absent-minded look in 
               his eyes. Neff closes the door without taking his eyes off 
               Keyes.

                                     NEFF
                         What's on your mind?

               Keyes stops in the middle of the room and turns.

                                     KEYES
                         That broken leg. The guy broke his 
                         leg.

                                     NEFF
                         What are you talking about?

                                     KEYES
                         Talking about Dietrichson. He had 
                         accident insurance, didn't he? Then 
                         he broke his leg, didn't he?

                                     NEFF
                         So what?

                                     KEYES
                         And he didn't put in a claim. Why 
                         didn't he put in a claim? Why?

                                     NEFF
                         What the dickens are you driving at?

                                     KEYES
                         Walter. There's something wrong. I 
                         ate dinner two hours ago. It stuck 
                         half way.

               He prods his stomach with his thumb.

                                     KEYES
                         The little man is acting up again. 
                         Because there's something wrong with 
                         that Dietrichson case.

                                     NEFF
                         Because he didn't put in a claim? 
                         Maybe he just didn't have time.

                                     KEYES
                         Oh maybe he just didn't know he was 
                         insured.

               He has stopped in front of Neff. They look at each other for 
               a tense moment. Neff hardly breathes.

               Keyes shakes his head suddenly.

                                     KEYES
                         No. That couldn't be it. You delivered 
                         the policy to him personally, didn't 
                         you, Walter? And you got his check.

                                     NEFF
                              (Stiff-lipped, but 
                              his voice is as well 
                              under control as he 
                              can manage)
                         Sure, I did.

               Keyes prods his stomach again.

                                     KEYES
                         Got any bicarbonate of soda?

                                     NEFF
                         No I haven't.

               Keyes resumes his pacing.

                                     KEYES
                         Listen, Walter. I've been living 
                         with this little man for twenty-six 
                         years. He's never failed me yet. 
                         There's got to be something wrong.

                                     NEFF
                         Maybe Norton was right. Maybe it was 
                         suicide, Keyes.

                                     KEYES
                         No. Not suicide.
                              (Pause)
                         But not accident either.

                                     NEFF
                         What else?

               There is another longer pause, agonizing for Neff. Finally 
               Keyes continues:

                                     KEYES
                         Look. A man takes out an accident 
                         policy that is worth a hundred 
                         thousand dollars if he is killed on 
                         a train. Then, two weeks later, he 
                         is killed on a train. And not in a 
                         train accident, mind you, but falling 
                         off some silly observation car. Do 
                         you know what the mathematical 
                         probability of that is, Walter? One 
                         out of I don't know how many billions. 
                         And add to that the broken leg. It 
                         just can't be the way it looks, 
                         Walter. Something has been worked on 
                         us.

                                     NEFF
                         Such as what?

               Keyes doesn't answer. He goes on pacing up and down. Finally 
               Neff can't stand the silence any longer.

                                     NEFF
                         Murder?

                                     KEYES
                              (Prods stomach again)
                         Don't you have any peppermint or 
                         anything?

                                     NEFF
                         I'm sorry.
                              (Pause)
                         Who do you suspect?

                                     KEYES
                         Maybe I like to make things easy for 
                         myself. But I always tend to suspect 
                         the beneficiary.

                                     NEFF
                         The wife?

                                     KEYES
                         Yeah. That wide-eyed dame that didn't 
                         know anything about anything.

                                     NEFF
                         You're crazy, Keyes. She wasn't even 
                         on the train.

                                     KEYES
                         I know she wasn't, Walter. I don't 
                         claim to know how it was worked, or 
                         who worked it, but I know that it 
                         was worked.

               He crosses to the corridor door.

                                     KEYES
                         I've got to get to a drug store. It 
                         feels like a hunk of concrete inside 
                         me.

               He puts his hand on the knob to open the door.

               C-11 CORRIDOR - APARTMENT HOUSE - NIGHT - LIGHTS ON

               The hallway is empty except for Phyllis who has been standing 
               close to the door of Neff's apartment, listening. The door 
               has just started to open. Phyllis moves away quickly and 
               flattens herself against the wall behind the opening door. 
               Keyes is coming out.

                                     KEYES
                         Good night, Walter.

               Neff, behind him, looks anxiously down the hallway for 
               Phyllis. Suddenly his eye catches a glimpse of her through 
               the crack of the partly opened door. He pushes the door wide 
               so as to hide her from Keyes.

                                     NEFF
                         Good night, Keyes.

                                     KEYES
                         See you at the office in the morning.

               He has reached the elevator. He pushes the call button and 
               turns.

                                     KEYES
                         But I'd like to move in on her right 
                         now, tonight, if it wasn't for Norton 
                         and his stripe-pants ideas about 
                         company policy. I'd have the cops 
                         after her so quick her head would 
                         spin. They'd put her through the 
                         wringer, and, brother, what they 
                         would squeeze out.

                                     NEFF
                         Only you haven't got a single thing 
                         to go on, Keyes.

               The elevator has come up and stopped.

                                     KEYES
                         Not too much. Twenty-six years 
                         experience, all the percentage there 
                         is, and this lump of concrete in my 
                         stomach.

               He pulls back the elevator door and turns to Neff with one 
               last glance of annoyance.

                                     KEYES
                              (Almost angrily)
                         No bicarbonate of soda.

               Keyes gets into the elevator. The door closes. The elevator 
               goes down.

               Neff stands numb, looking at the spot where Keyes was last 
               visible. Without moving his eyes he pulls the door around 
               towards him with his left hand. Phyllis slowly comes out.

               Neff motions quickly to her to go into the apartment. She 
               crosses in front of him and enters. He steps in backwards 
               after her.

               C-12 INT. NEFF'S APARTMENT

               Phyllis has come a few steps into the room. Neff, backing in 
               after her, closes the door from inside and turns slowly. 
               They look at each other for a long moment in complete silence.

                                     PHYLLIS
                         How much does he know?

                                     NEFF
                         It's not what he knows. It's those 
                         stinking hunches of his.

                                     PHYLLIS
                         But he can't prove anything, can he?

                                     NEFF
                         Not if we're careful. Not if we don't 
                         see each other for a while.

                                     PHYLLIS
                         For how long a while?

               She moves toward him but he does not respond.

                                     NEFF
                         Until all this dies down. You don't 
                         know Keyes the way I do. Once he 
                         gets his teeth into something he 
                         won't let go. He'll investigate you. 
                         He'll have you shadowed. He'll watch 
                         you every minute from now on. Are 
                         you afraid, baby?

                                     PHYLLIS
                         Yes, I'm afraid. But not of Keyes. 
                         I'm afraid of us. We're not the same 
                         any more. We did it so we could be 
                         together, but instead of that it's 
                         pulling us apart. Isn't it, Walter?

                                     NEFF
                         What are you talking about?

                                     PHYLLIS
                         And you don't really care whether we 
                         see each other or not.

                                     NEFF
                         Shut up, baby.

               He pulls her close and kisses her.

                                                                  FADE OUT:

                                   END OF SEQUENCE "C"

                                       SEQUENCE "D"

               FADE IN:

               D-1 INSURANCE OFFICE - TWELFTH FLOOR - ANTEROOM - (DAY)

               Two telephone operators and a receptionist are at work. 
               Several visitors are waiting in chairs. Lola Dietrichson is 
               one of them. She's wearing a simple black suit and hat, 
               indicating mourning. Her fingers nervously pick at a 
               handkerchief and her eyes are watching the elevator doors 
               anxiously.

               (Now and then the telephone operators in the background are 
               heard saying, "PACIFIC ALL-RISK. GOOD AFTERNOON.")

               The elevator comes up and the doors open. Several people 
               come out, among them Neff, carrying his briefcase. Lola sees 
               him and stands up, and as he is about to pass through the 
               anteroom without recognizing her she stops him.

                                     LOLA
                         Hello, Mr. Neff.

               Neff looks at her a little startled.

                                     NEFF
                         Hello.

               His voice hangs in the air.

                                     LOLA
                         Lola Dietrichson. Don't you remember 
                         me?

                                     NEFF
                              (On his guard)
                         Yes. Of course.

                                     LOLA
                         Could I talk to you, just for a few 
                         minutes? Somewhere where we can be 
                         alone?

                                     NEFF
                         Sure. Come on into my office.

               He pushes the swing door open and holds it for her. As she 
               passes in front of him his eyes narrow in uneasy speculation.

               D-2 TWELFTH FLOOR - BALCONY

               Neff comes up level with Lola and leads her towards his 
               office, CAMERA WITH THEM.

                                     NEFF
                         Is it something to do with -- what 
                         happened?

                                     LOLA
                         Yes, Mr. Neff. It's about my father's 
                         death.

                                     NEFF
                         I'm terribly sorry, Miss Dietrichson.

               He opens the door of his office and holds it for her. She 
               enters.

               D-3 INT. NEFF'S OFFICE - (DAY)

               Lou Schwartz, one of the other salesmen, is working at his 
               desk. Lola enters, Neff after her.

                                     NEFF
                              (To Schwartz)
                         Lou, do you mind if I use the office 
                         alone for a few minutes?

                                     SCHWARTZ
                         It's all yours, Walter.

               He gets up and goes out. Lola has walked over to the window 
               and is looking out so Schwartz won't stare at her. Neff places 
               a chair beside his desk.

                                     NEFF
                         Won't you sit down?

               At the sound of the closing door she turns and speaks with a 
               catch in her voice.

                                     LOLA
                         Mr. Neff, I can't help it, but I 
                         have such a strange feeling that 
                         there is something queer about my 
                         father's death.

                                     NEFF
                         Queer? Queer in what way?

                                     LOLA
                         I don't know why I should be bothering 
                         you with my troubles, except that 
                         you knew my father and knew about 
                         the insurance he took out. And you 
                         were so nice to me that evening in 
                         your car.

                                     NEFF
                         Sure. We got along fine, didn't we.

               He sits down. His face is grim and watchful.

                                     LOLA
                         Look at me, Mr. Neff. I'm not crazy. 
                         I'm not hysterical. I'm not even 
                         crying. But I have the awful feeling 
                         that something is wrong, and I had 
                         the same feeling once before -- when 
                         my mother died.

                                     NEFF
                         When your mother died?

                                     LOLA
                         We were up at Lake Arrowhead. That 
                         was six years ago. We had a cabin 
                         there. It was winter and very cold 
                         and my mother was very sick with 
                         pneumonia. She had a nurse with her. 
                         There were just the three of us in 
                         the cabin. One night I got up and 
                         went into my mother's room. She was 
                         delirious with fever. All the bed 
                         covers were on the floor and the 
                         windows were wide open. The nurse 
                         wasn't in the room. I ran and covered 
                         my mother up as quickly as I could. 
                         Just then I heard a door open behind 
                         me. The nurse stood there. She didn't 
                         say a word, but there was a look in 
                         her eyes I'll never forget. Two days 
                         later my mother was dead.
                              (Pause)
                         Do you know who that nurse was?

               Neff stares at her tensely. He knows only too well who the 
               nurse was.

                                     NEFF
                         No. Who?

                                     LOLA
                         Phyllis. I tried to tell my father, 
                         but I was just a kid then and he 
                         wouldn't listen to me. Six months 
                         later she married him and I kind of 
                         talked myself out of the idea that 
                         she could have done anything like 
                         that. But now it's all back again, 
                         now that something has happened to 
                         my father, too.

                                     NEFF
                         You're not making sense, Miss 
                         Dietrichson. Your father fell off a 
                         train.

                                     LOLA
                         Yes, and two days before he fell off 
                         that train what was Phyllis doing? 
                         She was in her room in front of a 
                         mirror, with a black hat on, and she 
                         was pinning a black veil to it, as 
                         if she couldn't wait to see how she 
                         would look in mourning.

                                     NEFF
                         Look. You've had a pretty bad shock. 
                         Aren't you just imagining all this?

                                     LOLA
                         I caught her eyes in the mirror, and 
                         they had that look in them they had 
                         before my mother died. That same 
                         look.

                                     NEFF
                         You don't like your step-mother, do 
                         you? Isn't it just because she is 
                         your step-mother?

                                     LOLA
                         I loathe her. Because she did it. 
                         She did it for the money. Only you're 
                         not going to pay her, are you, Mr. 
                         Neff? She's not going to get away 
                         with it this time. I'm going to speak 
                         up. I'm going to tell everything I 
                         know.

                                     NEFF
                         You'd better be careful, saying things 
                         like that.

                                     LOLA
                         I'm not afraid. You'll see.

               She turns again to the window so he won't see that she is 
               crying. Neff gets up and goes to her.

                                     LOLA
                         I'm sorry. I didn't mean to act like 
                         this.

                                     NEFF
                         All this that you've been telling me -- 
                         who else have you told?

                                     LOLA
                         No one.

                                     NEFF
                         How about your step-mother?

                                     LOLA
                         Of course not. I'm not living in the 
                         house any more. I moved out.

                                     NEFF
                         And you didn't tell that boy-friend 
                         of yours? Zachetti.

                                     LOLA
                         I'm not seeing him any more. We had 
                         a fight.

                                     NEFF
                         Where are you living then?

                                     LOLA
                         I got myself a little apartment in 
                         Hollywood.

                                     NEFF
                         Four walls, and you just sit and 
                         look at them, huh?

               She turns from the window with a pathetic little nod.

                                     LOLA
                              (Through her tears)
                         Yes, Mr. Neff.

                                                               DISSOLVE TO:

               D-4 LA GOLONDRINA (NIGHT)

               In the foreground, Neff and Lola are having dinner. In the 
               background the usual activity of Olvera Street -- sidewalk 
               peddlers, guitar players, etc.

                                     NEFF'S VOICE
                         So I took her to dinner that evening 
                         at a Mexican joint down on Olvera 
                         Street where nobody would see us. I 
                         wanted to cheer her up..

                                                               DISSOLVE TO:

               D-5 INT. NEFF'S COUPE (DAY)

               Neff and Lola driving along the beach near Santa Monica. 
               Neff is wearing a light summer suit, very much in contrast 
               to Lola's mourning. Apparently she is telling him a story 
               and now and then she laughs, but there is no sound.

               CAMERA MOVES PAST HER TO A: CLOSE SHOT OF NEFF behind the 
               steering wheel. He is only half listening to Lola. His mind 
               is full of other thoughts.

                                     NEFF'S VOICE
                         Next day was Sunday and we went for 
                         a ride down to the beach. She had 
                         loosened up a bit and she was even 
                         laughing... I had to make sure she 
                         wouldn't tell that stuff about Phyllis 
                         to anybody else. It was dynamite, 
                         whether it was true or not. And I 
                         had no chance to talk to Phyllis. 
                         You were watching her like a hawk, 
                         Keyes. I couldn't even phone her for 
                         fear you had the wires tapped.

               D-6 INSURANCE OFFICE - 12TH FLOOR - DAY

               Neff, with his hat on and no briefcase, is walking toward 
               Keyes' office. As he comes up close to the door, he stops 
               with a startled expression on his face. On a chair beside 
               the door sits a familiar figure. He is Jackson, the man from 
               the observation platform of the train. He is wearing his 
               Stetson hat and smoking a cigar. He is studying something in 
               the file folder. Neff recognizes him immediately but Jackson 
               does not look up. Neff controls his expression and goes on 
               to open the door to Keyes' office.

                                     NEFF'S VOICE
                         Monday morning there was a note on 
                         my desk that you wanted to see me, 
                         Keyes. For a minute I wondered if it 
                         could be about Lola. It was worse. 
                         Outside your door was the last guy 
                         in the world I wanted to see.

               D-7 INT. KEYES' OFFICE

               Neff is just closing the door from the inside. Keyes, his 
               coat off, is lying on his office couch, chewing on a cigar, 
               as usual.

                                     KEYES
                         Come in. Come in, Walter. I want to 
                         ask you something. After all the 
                         years we've known each other, do you 
                         mind if I make a rather blunt 
                         statement?

                                     NEFF
                         About what?

                                     KEYES
                         About me. Walter, I'm a very great 
                         man. This Dietrichson business. It's 
                         murder, and murders don't come any 
                         neater. As fancy a piece of homicide 
                         as anybody ever ran into. Smart and 
                         tricky and almost perfect, but --

               Keyes bounces off the couch like a rubber ball.

                                     KEYES
                         but, I think Papa has it all figured 
                         out, figured out and wrapped up in 
                         tissue paper with pink ribbons on 
                         it.

                                     NEFF
                         I'm listening.

               Keyes levels a finger at him.

                                     KEYES
                         You know what? That guy Dietrichson 
                         was never on the train.

                                     NEFF
                         He wasn't?

                                     KEYES
                         No, he wasn't, Walter. Look, you 
                         can't be sure of killing a man by 
                         throwing him off a train that's going 
                         fifteen miles an hour. The only way 
                         you can be sure is to kill him first 
                         and then throw his body on the tracks. 
                         That would mean either killing him 
                         on the train, or -- and this is where 
                         it really gets fancy -- you kill him 
                         somewhere else and put him on the 
                         tracks. Two possibilities, and I 
                         personally buy the second.

                                     NEFF
                         You're way ahead of me, Keyes.

                                     KEYES
                         Look, it was like this. They killed 
                         the guy -- the wife and somebody 
                         else -- and then the somebody else 
                         took the crutches and went on the 
                         train as Dietrichson, and then the 
                         somebody else jumped off, and then 
                         they put the body on the tracks where 
                         the train had passed. An 
                         impersonation, see. And a cinch to 
                         work. Because it was night, very few 
                         people were about, they had the 
                         crutches to stare at, and they never 
                         really looked at the man at all.

                                     NEFF
                         It's fancy all right, Keyes. Maybe 
                         it's a little too fancy.

                                     KEYES
                         Is it? I tell you it fits together 
                         like a watch. And now let's see what 
                         we have in the way of proof. The 
                         only guy that really got a good look 
                         at this supposed Dietrichson is 
                         sitting right outside my office. I 
                         took the trouble to bring him down 
                         here from Oregon. Let's see what he 
                         has to say.

               Keyes goes to the door and opens it.

                                     KEYES
                         Come in, Mr. Jackson.

               Jackson enters with the file folder.

                                     JACKSON
                         Yes sir, Mr. Keyes. These are fine 
                         cigars you smoke.

               He indicates the cigar he himself is smoking.

                                     KEYES
                         Two for a quarter.

                                     JACKSON
                         That's what I said.

                                     KEYES
                         Never mind the cigar, Jackson. Did 
                         you study those photographs? What do 
                         you say?

                                     JACKSON
                         Yes, indeed, I studied them 
                         thoroughly. Very thoroughly

                                     KEYES
                         Well? Did you make up your mind?

                                     JACKSON
                         Mr. Keyes, I'm a Medford man. Medford, 
                         Oregon. Up in Medford we take our 
                         time making up our minds --

                                     KEYES
                         Well you're not in Medford now. I'm 
                         in a hurry. Let's have it.

               Jackson indicates the file folder he is holding.

                                     JACKSON
                         Are these photographs of the late 
                         Mr. Dietrichson?

                                     KEYES
                         Yes.

                                     JACKSON
                         Then my answer is no.

                                     KEYES
                         What do you mean no?

                                     JACKSON
                         I mean this is not the man that was 
                         on the train.

                                     KEYES
                         Will you swear to that?

                                     JACKSON
                         I'm a Medford man. Medford, Oregon. 
                         And if I say it, I mean it, and if I 
                         mean it, of course I'll swear it.

                                     KEYES
                         Thank you.

               Keyes turns to Neff.

                                     KEYES
                         There you are, Walter. There's your 
                         proof.

               Keyes remembers he forgot to introduce Jackson.

                                     KEYES
                         Oh, Mr. Jackson, this is Mr. Neff, 
                         one of our salesmen.

                                     JACKSON
                         Please to meet you, Mr. Neff. Pleased 
                         indeed.

                                     NEFF
                         How do you do.

                                     JACKSON
                         Very fine, thank you. Never was 
                         better.

                                     KEYES
                         Mr. Jackson, how would you describe 
                         the man you saw on that observation 
                         platform?

                                     JACKSON
                         Well, I'm pretty sure he was a younger 
                         man, about ten or fifteen years 
                         younger than the man in these 
                         photographs.

                                     KEYES
                         Dietrichson was about fifty, wasn't 
                         he, Walter?

                                     NEFF
                         Fifty-one, according to the policy.

                                     JACKSON
                         The man I saw was nothing like fifty-
                         one years old. Of course, it was 
                         pretty dark on that platform and, 
                         come to think of it, he tried to 
                         keep his back towards me. But I'm 
                         positive just the same.

                                     KEYES
                         That's fine, Jackson. Now you 
                         understand this matter is strictly 
                         confidential. We may need you again 
                         down here in Los Angeles, if the 
                         case comes to court.

                                     JACKSON
                         Any time you need me, I'm at your 
                         entire disposal, gentlemen. Expenses 
                         paid, of course.

               Keyes picks up the telephone on his desk and speaks into it.

                                     KEYES
                         Get me Lubin, in the cashier's office.

               Meanwhile, Jackson crosses over to Neff and, during the 
               ensuing dialogue between him and Neff, we hear Keyes' low 
               voice on the phone in background. We do not hear what he 
               says.

                                     JACKSON
                              (To Neff)
                         Ever been in Medford, Mr. Neff?

                                     NEFF
                         Never.

                                     JACKSON
                         Wait a minute. Do you go trout 
                         fishing? Maybe I saw you up Klamath 
                         Falls way.

                                     NEFF
                         Nope. Never fish.

                                     JACKSON
                         Neff. Neff. I've got it! It's the 
                         name. There's a family of Neffs in 
                         Corvallis.

                                     NEFF
                         No relation.

                                     JACKSON
                         Let me see. This man's an automobile 
                         dealer in Corvallis. Very reputable 
                         man, too, I'm told.

               Keyes rejoins them at this point.

                                     KEYES
                         All right, Mr. Jackson. Suppose you 
                         go down to the cashier's office -- 
                         room twenty-seven on the eleventh 
                         floor. They'll take care of your 
                         expense account and your ticket for 
                         the train tonight.

                                     JACKSON
                         Tonight? Tomorrow morning would suit 
                         me better. There's a very good 
                         osteopath down here I want to see 
                         before I leave.

               Keyes has opened the door for Jackson.

                                     KEYES
                         Okay, Mr. Jackson. Just don't put 
                         her on the expense account.

               Jackson doesn't get it.

                                     JACKSON
                         Goodbye, gentlemen. A pleasure.

               He goes out.

                                     KEYES
                         There it is, Walter. It's beginning 
                         to come apart at the seams already. 
                         A murder's never perfect. It always 
                         comes apart sooner or later. And 
                         when two people are involved it's 
                         usually sooner. We know the 
                         Dietrichson dame is in it, and 
                         somebody else. Pretty soon we're 
                         going to know who that somebody else 
                         is. He'll show. He's got to show. 
                         Sometime, somewhere, they've got to 
                         meet. Their emotions are all kicked 
                         up. Whether it's love or hate doesn't 
                         matter. They can't keep away from 
                         each other. They think it's twice as 
                         safe because there are two of them. 
                         But it's not twice as safe. It's ten 
                         times twice as dangerous. They've 
                         committed a murder and that's not 
                         like taking a trolley ride together 
                         where each one can get off at a 
                         different stop. They're stuck with 
                         each other. They've got to ride all 
                         the way to the end of the line. And 
                         it's a one-way trip, and the last 
                         stop is the cemetery.

               He puts a cigar in his mouth and starts tapping his pockets 
               for matches.

                                     KEYES
                              (Continued)
                         She put in her claim and I'm going 
                         to throw it right back at her.
                              (Pats his pockets 
                              again)
                         Have you got one of those?

               Neff strikes a match for him. Keyes takes the match out of 
               his hand and lights his cigar.

                                     KEYES
                         Let her sue us if she dares. I'll be 
                         ready for her -- and that somebody 
                         else. They'll be digging their own 
                         graves.

                                                               DISSOLVE TO:

               D-8 TELEPHONE BOOTH IN JERRY'S MARKET - DAY

               Neff is in the booth dialing a number, and as she waits he 
               looks around to make sure he is not watched.

                                     NEFF
                              (Into phone)
                         Mrs. Dietrichson?... This is Jerry's 
                         market. We just got in a shipment of 
                         that English soap you were asking 
                         about. Will you be coming by this 
                         morning?... Thank you, Mrs. 
                         Dietrichson.

               Neff hangs up.

                                                               DISSOLVE TO:

               D-9 EXT. JERRY'S MARKET - DAY

               The LaSalle stops in front of the market. Phyllis steps out 
               and goes into the market, looking around.

               D-10 SHELVES IN THE REAR OF MARKET

               Neff is moving slowly along the shelves, outwardly calm but 
               with his nerves on edge. From beyond him Phyllis approaches. 
               She stops beside him, facing the same way, with a couple of 
               feet separating them.

                                     PHYLLIS
                         Hello, Walter.

                                     NEFF
                              (In a harsh whisper)
                         Come closer.

               Phyllis moves close to him.

                                     PHYLLIS
                         What's the matter?

                                     NEFF
                         Everything's the matter. Keyes is 
                         rejecting your claim. He's sitting 
                         back with his mouth watering, waiting 
                         for you to sue. He wants you to sue. 
                         But you're not going to.

                                     PHYLLIS
                         What's he got to stop me?

                                     NEFF
                         He's got the goods. He's figured out 
                         how it was worked. He knows it was 
                         somebody else on the train. He's dug 
                         up a witness he thinks will prove 
                         it.

                                     PHYLLIS
                         Prove it how? Listen, if he rejects 
                         that claim, I have to sue.

                                     NEFF
                         Yeah? And then you're in court and a 
                         lot of other things are going to 
                         come up. Like, for instance, about 
                         you and the first Mrs. Dietrichson.

               Phyllis looks at him sharply, sideways.

                                     PHYLLIS
                         What about me and the first Mrs. 
                         Dietrichson?

                                     NEFF
                         The way she died. And about that 
                         black hat you were trying on -- before 
                         you needed a black hat.

               A customer comes along the aisle toward them. They move apart. 
               The customer passes. Phyllis draws close again.

                                     PHYLLIS
                         Walter, Lola's been telling you some 
                         of her cockeyed stories. She's been 
                         seeing you.

                                     NEFF
                         I've been seeing her, if you want to 
                         know. So she won't yell her head off 
                         about what she knows.

                                     PHYLLIS
                         Yes, she's been putting on an act 
                         for you, crying all over your 
                         shoulder, that lying little --

                                     NEFF
                         Keep her out of it. All I'm telling 
                         you is we're not going to sue.

                                     PHYLLIS
                         Because you don't want the money any 
                         more, even if you could get it? 
                         Because she's made you feel like a 
                         heel all of sudden.

                                     NEFF
                         It isn't the money any more. It's 
                         our necks now. We're pulling out, 
                         understand.

                                     PHYLLIS
                         Because of what Keyes can do? You're 
                         not fooling me, Walter. It's because 
                         of Lola. What you did to her father. 
                         You can't take it that she might 
                         find out some day.

                                     NEFF
                         I said, leave her out of it.

                                     PHYLLIS
                         Walter, it's me I'm talking about. I 
                         don't want to be left out of it.

                                     NEFF
                         Stop saying that. It's just that it 
                         hasn't worked out the way we wanted. 
                         We can't have the money. We can't go 
                         through with it, that's all.

                                     PHYLLIS
                         We have gone through with it, Walter. 
                         The tough part is all behind us. We 
                         just have to hold on now and not go 
                         soft inside, and stick together, 
                         close, the way we started out.

               Phyllis takes his arm, forgetting where she is. He pulls 
               away.

                                     NEFF
                         Watch it, will you. Someone's coming.

               One of the market help, pushing a small hand-truck loaded 
               with packaged goods, comes along the aisle. He stops and 
               begins to restock a shelf very close to Neff and Phyllis. 
               They go off slowly in opposite directions. CAMERA PANS with 
               Neff as he walks toward another shelf, one that stands away 
               from the wall. Phyllis appears on the opposite side of the 
               shelf and stops, facing toward him. They now continue their 
               low-voiced dialogue through the piled-up merchandise.

                                     PHYLLIS
                         I loved you, Walter. And I hated 
                         him. But I wasn't going to do anything 
                         about it, not until I met you. It 
                         was you had the plan. I only wanted 
                         him dead.

                                     NEFF
                         Yeah, and I was the one that fixed 
                         him so he was dead. Is that what 
                         you're telling me?

               Phyllis takes off her dark glasses for the first time and 
               looks at him with cold, hard eyes.

                                     PHYLLIS
                         Yes. And nobody's pulling out. We 
                         went into it together, and we're 
                         coming out at the end together. It's 
                         straight down the line for both of 
                         us, remember.

               Phyllis puts the glasses on again and goes.

               Over Neff's face, as he looks after her, comes the COMMENTARY.

                                     NEFF'S VOICE
                         Yeah. I remembered all right. Just 
                         as I remembered what you had told 
                         me, Keyes, about that trolley car 
                         ride and how there was no way to get 
                         off -- until the end of the line.

                                                               DISSOLVE TO:

               D-11 INT. NEFF'S OFFICE - (NIGHT)

               Neff is dictating into the dictaphone.

                                     NEFF
                         Yeah, I remembered it all right. 
                         Just as I remembered what you had 
                         told me, Keyes, about that trolley 
                         car ride, and how there was no way 
                         to get off until the end of the line, 
                         where the cemetery was. And I got to 
                         thinking what cemeteries are for. 
                         They're to put dead people in, I 
                         guess that was the first time I ever 
                         thought about Phyllis that way. Dead, 
                         I mean, and how things would be if 
                         she was dead. Because the way it was 
                         now she had me by the throat. She 
                         could hang me higher than a kite any 
                         day she felt like it. And there was 
                         nothing I could do, except hold my 
                         breath and watch that day come closer 
                         and closer, and maybe pray a little, 
                         if I still knew how to pray... I saw 
                         Lola three or four times that week. 
                         I guess it sounds crazy, Keyes, after 
                         what I had done, but it was only 
                         with her that I could relax and let 
                         go a little. Then one night we drove 
                         up into the hills above Hollywood 
                         Bowl...

                                                               DISSOLVE TO:

               D-12 HOLLYWOOD HILLS (NIGHT) (TRANSPARENCY)

               Neff and Lola are climbing over a low hill in the foreground. 
               The sky is starlit and music from the Bowl comes over the 
               scene from below (Cesar Franck D Minor Symphony). As he helps 
               her climb up, CAMERA PANS with them and shows the expanse of 
               the Bowl below, a packed audience, and the orchestra on the 
               lighted shell.

               They sit down on the grass. Neff sits near her, not too close. 
               It is very dark and they are silhouetted against the shell 
               lights. Neff puts a cigarette in his mouth and strikes a 
               match. The flame lights up Lola's face. Neff glances at her. 
               She is crying. He lights his cigarette and blows out the 
               match. A pause follows.

                                     NEFF
                         Why are you crying?

               Lola doesn't answer.

                                     NEFF
                         You won't tell me?

                                     LOLA
                              (In a choked voice)
                         Of course I will, Walter. I wouldn't 
                         tell anybody else but you. It's about 
                         Nino.

                                     NEFF
                         Zachetti? What about him?

                                     LOLA
                         They killed my father together. He 
                         and Phyllis. He helped her do it. I 
                         know he did.

                                     NEFF
                         What makes you say that?

                                     LOLA
                         I've been following him. He's at her 
                         house, night after night. It was 
                         Phyllis and him all the time. Maybe 
                         he was going with me just for a blind. 
                         And the night of the murder --

                                     NEFF
                         You promised not to talk that way 
                         any more.

                                     LOLA
                         -- he was supposed to pick me up 
                         after a lecture at U.C.L.A. -- but 
                         he never showed up. He said he was 
                         sick. Sick! He couldn't show up, 
                         because the train was leaving with 
                         my father on it.

               She begins to cry again.

                                     LOLA
                         Maybe I'm just crazy. Maybe it's all 
                         just in my mind.

                                     NEFF
                         Sure, it's all in your mind.

                                     LOLA
                         I only wish it was, Walter, because 
                         I still love him.

               Over Neff's face, as he listens to the music, comes the 
               commentary.

                                                               DISSOLVE TO:

               D-13 LOBBY OF PACIFIC BLDG. (DAY)

                                     NEFF'S VOICE
                         Zachetti. That's funny. Phyllis and 
                         Zachetti. What was he doing up at 
                         her house? I couldn't figure that 
                         one out I tried to make sense out of 
                         it and got nowhere. But the real 
                         brain-twister came the next day. You 
                         sprang it on me, Keyes, after office 
                         hours, when you caught me down in 
                         the lobby of the building.

               About 5:00 P.M. or a little later. A stream of office 
               employees is coming out of an elevator; a second elevator 
               reaches the lobby and some more office employees come out, 
               among them Neff, wearing his hat and carrying his briefcase.

               CAMERA PRECEDES HIM as he walks toward the entrance doors. 
               He is stopped by Keyes' voice, off to one side.

                                     KEYES' VOICE
                         Oh, Walter, just a minute.

               Neff stops and looks towards the cigar counter, as he moves 
               towards him. Keyes is standing there buying cigars. He is 
               stuffing them into his pockets.

                                     NEFF
                         Hello, Keyes.

                                     KEYES
                         Hang onto your hat, Walter.

                                     NEFF
                         What for?

                                     KEYES
                         Nothing much. The Dietrichson case 
                         just busted wide open.

                                     NEFF
                         How do you mean?

                                     KEYES
                         The guy showed. That's how.

                                     NEFF
                         The somebody else?

                                     KEYES
                         Yeah. The guy that did it with her.

                                     NEFF
                         No kidding?

                                     KEYES
                         She's filed suit against us, and 
                         it's okay by me. When we get into 
                         that courtroom I'll tear them apart, 
                         both of them. Come on -- I'll buy 
                         you a martini.

                                     NEFF
                         No thanks, Keyes.

                                     KEYES
                         With two olives.

                                     NEFF
                         I've got to get a shave and a 
                         shoeshine. I've got a date.

                                     KEYES
                         Margie. I still bet she drinks from 
                         the bottle.

               He bites off the end of the cigar and puts the cigar into 
               his mouth. He starts tapping his pockets for a match, as 
               usual. Neff strikes a match for him.

                                     NEFF
                         They give you matches when they sell 
                         you cigars, Keyes. All you have to 
                         do is ask for them.

                                     KEYES
                         I don't like them. They always explode 
                         in my pockets. So long, Walter.

               Keyes goes toward the street and OUT OF SCENE. Neff moves 
               back into the lobby, CAMERA FOLLOWING HIM. As he reaches the 
               elevator, he looks back over his shoulder, to make sure Keyes 
               is gone, then steps into the empty elevator.

                                     NEFF'S VOICE
                         You sure had me worried, Keyes. I 
                         didn't know if you were playing cat-
                         and-mouse with me, whether you knew 
                         all along I was the somebody else. 
                         That's what I had to find out, and I 
                         thought I knew where to look...

                                     NEFF
                              (To elevator operator)
                         Twelve.

                                                               DISSOLVE TO:

               D-14 ENTRANCE - OFFICE. 12TH FLOOR RECEPTION ROOM (DAY)

               Neff comes out of the elevator. The receptionist is just 
               tidying up her desk. She has her hat on and is preparing to 
               leave. Neff passes on through the swinging doors to the 
               twelfth floor balcony.

                                     NEFF'S VOICE
                         Upstairs, the last of the people 
                         were just leaving.

               D-15 12TH FLOOR BALCONY

               Neff enters from the reception room. A couple of belated 
               employees are leaving for the day. Neff goes toward Keyes' 
               office, looks around to make sure he is unobserved, enters.

                                     NEFF'S VOICE
                         I made sure nobody saw me go into 
                         your office.

               D-16 KEYES' OFFICE (DAY)

               Neff has just come in. He goes over to Keyes' desk and 
               searches the papers on it. He tries the desk drawers and 
               finds them locked. His eye falls on the dictaphone on the 
               stand beside the desk. A record is on it, the needle is about 
               two-thirds of the way towards the end. He lifts the needle 
               and sets it back to the beginning of the record, sets the 
               switch to playback position. He lifts the arm off the bracket 
               and starts the machine. Keyes' voice is heard coming from 
               the horn:

                                     KEYES' VOICE
                              (From Dictaphone)
                         Memo to Mr. Norton. Confidential. 
                         Dietrichson File. With regard to 
                         your proposal to put Walter Neff 
                         under surveillance, I disagree 
                         absolutely. I have investigated his 
                         movements on the night of the crime, 
                         and he is definitely placed in his 
                         apartment from 7:15 P.M. on. In 
                         addition to this, I have known Neff 
                         intimately for eleven years, and I 
                         personally vouch for him, without 
                         reservation...

               Neff stops the machine. He sits down slowly, still holding 
               the horn. He is deeply moved. After a moment, he presses the 
               switch again.

                                     KEYES' VOICE
                              (From Dictaphone)
                         ...Furthermore, no connection 
                         whatsoever has been established 
                         between Walter Neff and Mrs. Phyllis 
                         Dietrichson, whereas I am now able 
                         to report that such a connection has 
                         been established between her and 
                         another man. This man has been 
                         observed to visit the Dietrichson 
                         home on the night of July 9th, 10th, 
                         11th, 12th and 13th. We have succeeded 
                         in identifying him as one Nino 
                         Zachetti, former medical student, 
                         aged twenty-eight, residing at Lilac 
                         Court Apartments 1228 N. La Brea 
                         Avenue. We have checked Zachetti's 
                         movements on the night of the crime 
                         and have found that they cannot be 
                         accounted for. I am preparing a more 
                         detailed report for your consideration 
                         and it is my belief that we already 
                         have sufficient evidence against 
                         Zachetti and Mrs. Dietrichson to 
                         justify police action. I strongly 
                         urge that this whole matter be turned 
                         over to the office of the District 
                         Attorney. Respectfully, Barton Keyes.

               Neff sits, staring blankly at the wall. The cylinder goes on 
               revolving, but no more voice comes -- only the whir of the 
               needle on the empty record. At last he remembers to replace 
               the horn. He hangs it back on its hook. The machine stops. 
               Neff gets up from the chair, walks slowly to the door and 
               goes out.

               D-17 12TH FLOOR, BALCONY

               Neff has just come out of Keyes' office. He walks slowly 
               back towards the reception room entrance, then stands there 
               looking out through the glass doors. All the employees have 
               now left. Neff is entirely alone. He moves as if to go out, 
               then stops rigidly as his face lights up with excitement of 
               a sudden idea. He turns quickly and walks on to his own office 
               and enters.

               D-18 NEFF'S OFFICE (DAY)

               Neff walks across to his desk, lifts the telephone and dials 
               a number. (During the ensuing telephone conversation, only 
               what he says is heard. The pauses indicate speeches at the 
               other end of the line).

                                     NEFF
                         Phyllis? Walter. I've got to see 
                         you... Tonight... Yes, it has to be 
                         tonight... How's eleven o'clock? 
                         Don't worry about Keyes. He's 
                         satisfied... Leave the door on the 
                         latch and put the lights out. No, 
                         nobody's watching the house... I 
                         told you Keyes is satisfied. It's 
                         just for the neighbors... That's 
                         what I said. Yeah. Eleven o'clock. 
                         Goodbye, baby.

               Neff hangs up and stands beside the desk with a grim 
               expression on his face, takes a handkerchief out and wipes 
               perspiration from his forehead and the palms of his hands. 
               The gesture has a symbolic quality, as if he were trying to 
               wipe away the murder. Over his face comes the commentary.

                                                               DISSOLVE TO:

                                     NEFF'S VOICE
                         I guess I don't have to tell you 
                         what I was going to do at eleven 
                         o'clock, Keyes. For the first time I 
                         saw a way to get clear of the whole 
                         mess I was in, and of Phyllis, too, 
                         all at the same time. Yeah, that's 
                         what I thought. But what I didn't 
                         know was that she was all set for 
                         me. That she had outsmarted me again, 
                         just like she always had...

               D-19 HALL STAIRWAY OF DIETRICHSON HOME (NIGHT)

               The lights are turned on. Phyllis is coming down the stairs. 
               She wears white lounging pajamas, and she is carrying 
               something small and heavy concealed in a scarf in her right 
               hand. She reaches the front door, opens it slightly, fixes 
               the catch so that the door can be opened from outside. She 
               switches off the porch light and the hall light. She moves 
               towards the living room, where there is still light on.

                                     NEFF'S VOICE
                         She was all set and waiting for me. 
                         It could have been something in my 
                         voice when I called her up that tipped 
                         her off. And it could have been that 
                         she had the idea already. And an 
                         idea wasn't the only thing she had 
                         waiting for me.

               D-20 LIVING ROOM

               On the long table behind the davenport, one of the lamps is 
               lit. The only other light in the room is a standing lamp 
               beside the desk. A window toward the back is open, and through 
               it comes the SOUNDS OF MUSIC, probably a neighboring radio.

               Phyllis enters and crosses to the table. She puts out the 
               lamp, then moves over to the desk and puts out the lamp there. 
               The room is filled with bright moonlight coming in at the 
               windows.

               Phyllis crosses to the chair by the fireplace (the one she 
               sat in the first time Neff came to the house). She lifts the 
               loose cushion and puts what was in the scarf behind it. As 
               she withdraws the scarf, there is a brief glint of something 
               metallic before she covers the hidden object with the cushion 
               again.

               She turns to the low table in front of the davenport and 
               takes a cigarette from the box. She takes a match and is 
               about to strike it when, just then, she hears a car coming 
               up the hill. She listens, motionless. The car stops. A car 
               door is slammed.

               Calmly, Phyllis strikes the match and lights her cigarette. 
               She drops the match casually into a tray, goes back to the 
               chair, sits down and waits, quietly smoking. There are 
               footsteps outside the house.

               Over the chair in which Phyllis is sitting, the hallway is 
               visible through the arch. The front door opens. Neff comes 
               in, he is silhouetted against the moonlight as he stands 
               there. He closes the door again.

                                     PHYLLIS
                              (In foreground)
                         In here, Walter.

               Neff comes through the arch and walks slowly towards her.

                                     NEFF
                         Hello, baby. Anybody else in the 
                         house?

                                     PHYLLIS
                         Nobody. Why?

                                     NEFF
                         What's that music?

                                     PHYLLIS
                         A radio up the street.

               Neff sits down on the arm of the davenport, close to her.

                                     NEFF
                         Just like the first time I was here. 
                         We were talking about automobile 
                         insurance. Only you were thinking 
                         about murder. And I was thinking 
                         about that anklet.

                                     PHYLLIS
                         And what are you thinking about now?

                                     NEFF
                         I'm all through thinking. This is 
                         goodbye.

                                     PHYLLIS
                         Goodbye? Where are you going?

                                     NEFF
                         It's you that's going, baby. Not me. 
                         I'm getting off the trolley car right 
                         at this corner.

                                     PHYLLIS
                         Suppose you stop being fancy. Let's 
                         have it, whatever it is.

                                     NEFF
                         I have a friend who's got a funny 
                         theory. He says when two people commit 
                         a murder they're kind of on a trolley 
                         car, and one can't get off without 
                         the other. They're stuck with each 
                         other. They have to go on riding 
                         clear to the end of the line. And 
                         the last stop is the cemetery.

                                     PHYLLIS
                         Maybe he's got something there.

                                     NEFF
                         You bet he has, Two people are going 
                         to ride to the end of the line, all 
                         right. Only I'm not going to be one 
                         of them. I've got another guy to 
                         finish my ride for me.

                                     PHYLLIS
                         So you've got it all arranged, Walter.

                                     NEFF
                         You arranged it for me. I didn't 
                         have to do a thing.

                                     PHYLLIS
                         Just who are you talking about?

                                     NEFF
                         An acquaintance of yours. A Mr. 
                         Zachetti. Come on, baby, I just got 
                         into this because I knew a little 
                         something about insurance, didn't I? 
                         I was just a sucker. I'd have been 
                         brushed-off as soon as you got your 
                         hands on the money.

                                     PHYLLIS
                         What are you talking about?

                                     NEFF
                         Save it. I'm telling this. It's been 
                         you and that Zachetti guy all along, 
                         hasn't it?

                                     PHYLLIS
                         That's not true.

                                     NEFF
                         It doesn't make any difference whether 
                         it's true or not. The point is Keyes 
                         believes Zachetti is the guy he's 
                         been looking for. He'll have him in 
                         that gas chamber before he knows 
                         what happened to him.

                                     PHYLLIS
                         And what's happening to me all this 
                         time?

                                     NEFF
                         Don't be silly. What do you expect 
                         to happen to you? You helped him do 
                         the murder, didn't you? That's what 
                         Keyes thinks. And what's good enough 
                         for Keyes is good enough for me.

                                     PHYLLIS
                         Maybe it's not good enough for me. 
                         Walter. Maybe I don't go for the 
                         idea. Maybe I'd rather talk.

                                     NEFF
                         Sometimes people are where they can't 
                         talk. Under six feet of dirt, for 
                         instance. And if it was you, they'd 
                         just charge it up to Zachetti, 
                         wouldn't they. One more item on his 
                         account. Sure they would. That's 
                         just what they're going to do. 
                         Especially since he's coming here, 
                         tonight... Oh, in about fifteen 
                         minutes from now, baby. With the 
                         cops right behind him. It's all taken 
                         care of.

                                     PHYLLIS
                         And that'd make everything lovely 
                         for you, wouldn't it?

                                     NEFF
                         Right. And it's got to be done before 
                         that suit of yours comes to trial, 
                         and Lola gets a chance to sound off, 
                         and they trip you up on the stand, 
                         and you start to fold up and drag me 
                         down with you.

                                     PHYLLIS
                         Listen, Walter. Maybe I had Zachetti 
                         here so they won't get a chance to 
                         trip me up. So we can get that money 
                         and be together.

                                     NEFF
                         That's cute. Say it again.

                                     PHYLLIS
                         He came here the first time just to 
                         ask where Lola was. I made him come 
                         back. I was working on him. He's 
                         crazy sort of guy, quick-tempered. I 
                         kept hammering into him that she was 
                         with another man, so he'd get into 
                         one of his jealous rages, and then 
                         I'd tell him where she was. And you 
                         know what he'd have done to her, 
                         don't you, Walter.

                                     NEFF
                         Yeah, and for once I believe you. 
                         Because it's just rotten enough.

                                     PHYLLIS
                         We're both rotten, Walter.

                                     NEFF
                         Only you're just a little more rotten. 
                         You're rotten clear through. You got 
                         me to take care of your husband, and 
                         then you got Zachetti to take care 
                         of Lola, and maybe take care of me 
                         too, and then somebody else would 
                         have come along to take care of 
                         Zachetti for you. That's the way you 
                         operate isn't it, baby.

                                     PHYLLIS
                         Suppose it is, Walter. Is what you've 
                         cooked up for tonight any better?

               Neff gets up from the davenport. He listens to the music for 
               a moment.

                                     NEFF
                         I don't like this music anymore. 
                         It's too close. Do you mind if I 
                         shut the window?

               Phyllis just stares at him. He goes quietly over to the window 
               and shuts it and draws the curtain. Phyllis speaks to his 
               back:

                                     PHYLLIS
                              (Her voice low and 
                              urgent)
                         Walter!

               Neff turns, something changes in his face. There is the report 
               of a gun. He stands motionless for a moment, then very slowly 
               starts towards her. CAMERA IS SHOOTING OVER HIS SHOULDER at 
               Phyllis as she stands with the gun in her hand. Neff stops 
               after he has taken a few steps.

                                     NEFF
                         What's the matter? Why don't you 
                         shoot again? Maybe if I came a little 
                         closer?

               Neff takes a few more steps towards her and stops again.

                                     NEFF
                         How's that. Do you think you can do 
                         it now?

               Phyllis is silent. She doesn't shoot. Her expression is 
               tortured. Neff goes on until he is close to her. Quietly he 
               takes the gun out of her unresisting hand.

                                     NEFF
                         Why didn't you shoot, baby?

               Phyllis puts her arms around him in complete surrender.

                                     NEFF
                         Don't tell me it's because you've 
                         been in love with me all this time.

                                     PHYLLIS
                         No. I never loved you, Walter. Not 
                         you, or anybody else. I'm rotten to 
                         the heart. I used you, just as you 
                         said. That's all you ever meant to 
                         me -- until a minute ago. I didn't 
                         think anything like that could ever 
                         happen to me.

                                     NEFF
                         I'm sorry, baby. I'm not buying.

                                     PHYLLIS
                         I'm not asking you to buy. Just hold 
                         me close.

               Neff draws her close to him. She reaches up to his face and 
               kisses him on the lips. As she comes out of the kiss there 
               is realization in her eyes that this is the final moment.

                                     NEFF
                         Goodbye, baby.

               Out of the shot the gun explodes once, twice. Phyllis quivers 
               in his arms. Her eyes fill with tears. Her head falls limp 
               against his shoulder. Slowly he lifts her and carries her to 
               the davenport. He lays her down on it carefully, almost 
               tenderly. The moonlight coming in at the French doors shines 
               on the anklet. He looks at it for the last time and slowly 
               turns away. As he does so, he puts his hand inside his coat 
               and it comes out with blood on it. Only then is it apparent 
               that Phyllis' shot actually did hit him. He looks at the 
               blood on his fingers with a dazed expression and quickly 
               goes out of the room, the way he came.

               D-21 EXT. DIETRICHSON HOME - (NIGHT)

               Neff comes out of the house. He closes the front door with 
               his right hand. His left arm hangs limp. He takes a few steps 
               down the walk, then suddenly hears somebody approaching. He 
               moves behind the palm tree near the walk.

               A man comes up the steps towards the front door -- Zachetti. 
               Just as he reaches the door, Neff calls to him.

                                     NEFF
                         Hey you. Come here a minute. I said 
                         come here, Zachetti.

               Zachetti turns and approaches him slowly.

                                     NEFF
                         The name is Neff.

                                     ZACHETTI
                         Yeah? And I still don't like it. 
                         What do you want?

                                     NEFF
                         Look, kid, I want to give you a 
                         present.

               He takes some loose change out of his pocket and holds out a 
               coin.

                                     NEFF
                         Here's a nice new nickel.

                                     ZACHETTI
                         What's the gag?

                                     NEFF
                         Suppose you go back down the hill to 
                         a drug store and make a phone call.

               Neff starts to drop the nickel into Zachetti's handkerchief 
               pocket. Zachetti knocks his hand away.

                                     ZACHETTI
                         Keep your nickel and buy yourself an 
                         ice cream cone.

                                     NEFF
                         The number is Granite 0386. Ask for 
                         Miss Dietrichson. The first name is 
                         Lola.

                                     ZACHETTI
                         Lola? She isn't worth a nickel. And 
                         if I ever talk to her, it's not going 
                         to be over any telephone.

                                     NEFF
                         Tough, aren't you? Take the nickel. 
                         Take it and call her. She wants you 
                         to.

                                     ZACHETTI
                         Yeah? She doesn't want any part of 
                         me.

                                     NEFF
                         I know who told you that, and it's 
                         not true. She's in love with you. 
                         Always has been. Don't ask me why. I 
                         couldn't even guess.

               Zachetti just stares at him. Neff moves again to put the 
               nickel into Zachetti's pocket. This time Zachetti allows him 
               to do it.

                                     NEFF
                         Now beat it. Granite 0386, I told 
                         you.

               He motions toward the street below.

                                     NEFF
                         That way.

               Zachetti goes slowly past him. Neff grabs him and pushes him 
               almost violently down the walk. Zachetti goes out of shot. 
               The sound of his steps dies away as Neff looks after him. 
               Then, far off in the distance, the SIREN OF A POLICE CAR is 
               heard.

               Neff moves off through the shrubbery toward the side of the 
               house where he parked his car.

                                                               DISSOLVE TO:

               D-22 NEFF'S OFFICE - (NIGHT)

               The desk lamp is still lighted. Outside the windows, the 
               dawn is slowly breaking.

               Neff is still clutching the horn of the dictaphone. There 
               are eight or nine used cylinders on the desk beside him. A 
               widening stain of blood shows on the left shoulder of his 
               gray jacket. He is very weak by now, and his voice holds a 
               note of utter exhaustion.

                                     NEFF
                         It's almost four-thirty now, Keyes. 
                         It's cold. I wonder if she's still 
                         lying there alone in that house, or 
                         whether they've found her by now. I 
                         wonder a lot of things, but they 
                         don't matter any more, except I want 
                         to ask you to do me a favor. I want 
                         you to be the one to tell Lola, kind 
                         of gently, before it breaks wide 
                         open... Yes, and I'd like you to 
                         look after her and that guy Zachetti, 
                         so he doesn't get pushed around too 
                         much. Because...

               Suddenly he stops his dictation with an instinctive feeling 
               that he is not alone in the room.

               As he turns in his chair the CAMERA PULLS BACK slowly. The 
               office door is wide open. Keyes is standing a few steps inside 
               it. Behind him, on the balcony outside, stands the night 
               watchman and the colored janitor, peering curiously into the 
               room over Keyes' shoulder.

               Slowly, and without taking his eyes off Neff's face, Keyes 
               reaches back and pushes the door shut.

               Neff hangs up the dictaphone horn. He looks at Keyes with a 
               faint, tired grin and speaks very slowly.

                                     NEFF
                         Hello, Keyes.

               Keyes moves towards him a few steps and stands without 
               answering.

                                     NEFF
                         Up pretty early, aren't you? I always 
                         wondered what time you got down to 
                         work.

               Keyes, staring at him, still does not answer.

                                     NEFF
                         Or did your little man pull you out 
                         of bed?

                                     KEYES
                         The janitor did. Seems you leaked a 
                         little blood on the way in here.

                                     NEFF
                         Wouldn't be surprised.

               Neff makes a motion indicating the used cylinders standing 
               on the desk.

                                     NEFF
                         I wanted to straighten out that 
                         Dietrichson story for you.

                                     KEYES
                         So I gather.

                                     NEFF
                         How long have you been standing there?

                                     KEYES
                         Long enough.

                                     NEFF
                         Kind of a crazy story with a crazy 
                         twist to it. One you didn't quite 
                         figure out.

                                     KEYES
                         You can't figure them all, Walter.

                                     NEFF
                         That's right. You can't, can you? 
                         And now I suppose I get the big 
                         speech, the one with all the two-
                         dollar words in it. Let's have it, 
                         Keyes.

                                     KEYES
                         You're all washed up, Walter.

                                     NEFF
                         Thanks, Keyes. That was short anyway.

               They stare at each other for a long moment, then, with intense 
               effort Neff gets up on his feet and stands there swaying a 
               little. His face is covered with sweat. His shoulder is 
               bleeding. He is on the verge of collapse.

                                     KEYES
                         Walter, I'm going to call a doctor.

                                     NEFF
                              (Bitterly)
                         What for? So they can patch me up? 
                         So they can nurse me along till I'm 
                         back on my feet? So I can walk under 
                         my own power into that gas chamber 
                         up in San Quentin? Is that it, Keyes?

                                     KEYES
                         Something like that, Walter.

                                     NEFF
                         Well, I've got a different idea. 
                         Look here. Suppose you went back to 
                         bed and didn't find these cylinders 
                         till tomorrow morning, when the office 
                         opens. From then on you can play it 
                         any way you like. Would you do that 
                         much for me, Keyes?

                                     KEYES
                         Give me one good reason.

                                     NEFF
                         I need four hours to get where I'm 
                         going.

                                     KEYES
                         You're not going anywhere, Walter.

                                     NEFF
                         You bet I am. I'm going across the 
                         border.

                                     KEYES
                         You haven't got a chance.

                                     NEFF
                         Good enough to try for.

                                     KEYES
                         You'll never make the border.

                                     NEFF
                         That's what you think. Watch me.

               Neff starts to move towards the door, staggering a little, 
               holding himself upright with great effort.

                                     KEYES
                              (In a voice of stony 
                              calm)
                         You'll never even make the elevator.

               Neff has reached the door. He twists the knob and drags the 
               door open. He turns in it to look back at Keyes' implacable 
               face.

                                     NEFF
                         So long, Keyes.

               Neff goes out, leaving the door wide open. THE CAMERA FOLLOWS 
               his staggering walk along the BALCONY TOWARDS THE ELEVATOR 
               LOBBY. The sound of his breathing is so harsh and loud that 
               for a moment it dominates the scene. Finally he reaches the 
               swing doors leading into the lobby and starts to push them 
               open. At this moment he collapses. He clutches the edge of 
               the door and as it swings around with him he falls to the 
               floor. He tries to struggle up but cannot rise.

               In background comes the sound of a telephone being dialed.

                                     KEYES' VOICE
                         Hello... Send an ambulance to the 
                         Pacific Building on Olive Street... 
                         Yeah... It's a police job.

               There is the sound of the phone being replaced in its cradle. 
               Then there are footsteps growing louder along the balcony 
               and Keyes walks slowly into the shot. He kneels down beside 
               Neff.

                                     KEYES
                         How you doing, Walter?

               Neff manages a faint smile.

                                     NEFF
                         I'm fine. Only somebody moved the 
                         elevator a couple of miles away.

                                     KEYES
                         They're on the way.

                                     NEFF
                              (Slowly and with great 
                              difficulty)
                         You know why you didn't figure this 
                         one, Keyes? Let me tell you. The guy 
                         you were looking for was too close. 
                         He was right across the desk from 
                         you.

                                     KEYES
                         Closer than that, Walter.

               The eyes of the two men meet in a moment of silence.

                                     NEFF
                         I love you too.

               Neff fumbles for the handkerchief in Keyes' pocket, pulls it 
               out and clumsily wipes his face with it. The handkerchief 
               drops from his hand. He gets a loose cigarette out of his 
               pocket and puts it between his lips. Then with great 
               difficulty he gets out a match, tries to strike it, but is 
               too weak. Keyes takes the match out of his hand, strikes it 
               for him and lights his cigarette.

                                                                  FADE OUT:

                                         THE END

                

               The following pages are for an alternate ending that director 
               Billy Wilder actually shot but later decided against.

                                     KEYES
                         They're on the way.

                                     NEFF
                              (Slowly and with great 
                              difficulty)
                         You know why you didn't figure this 
                         one, Keyes? Let me tell you. The guy 
                         you were looking for was too close. 
                         He was right across the desk from 
                         you.

                                     KEYES
                         Closer than that, Walter.

               The eyes of the two men meet in a moment of silence.

                                     NEFF
                         I love you too.

               Neff fumbles for the handkerchief in Keyes' pocket, pulls it 
               out and clumsily wipes his face with it. Then, clutching the 
               handkerchief against his shoulder, he speaks to Keyes for 
               the last time.

                                     NEFF
                         At the end of that... trolley line... 
                         just as I get off... you be there... 
                         to say goodbye... will you, Keyes?

                                                                  FADE OUT:

                                   END OF SEQUENCE "D"

                                       SEQUENCE "E"

               FADE IN:

               E-1 WITNESS ROOM IN DEATH CHAMBER - SAN QUENTIN (DAY)

               Showing the witness room and approximately one-half of the 
               gas chamber. BOOM SHOT towards guard standing BACK TO CAMERA 
               at entrance door. Except for this guard the room is empty.

               Guard opens the door. Two other guards enter, followed by a 
               group of witnesses and newspaper men, each of whom removes 
               his hat as he enters the room. They form a group around the 
               outside of the gas chamber, some looking in through the glass 
               windows, some standing in the background on low platforms 
               against the wall.

               THE CAMERA SLOWLY BEGINS TO MOVE IN AND DOWN, AND CENTERS ON 
               Keyes, as he enters the room and stands behind the door. His 
               face is seen through the bars of the door, which is then 
               closed, and CAMERA MOVES TO A CLOSEUP. His eyes follow the 
               action of the closing door, then slowly look towards the gas 
               chamber.

               E-2 THE GAS CHAMBER, EMPTY

               On its windows show reflections of the spectators, including 
               the face of Keyes.

               The door to the gas chamber opens in the background, and 
               beyond that another door opens. Neff comes in between two 
               guards. He is wearing a white open-necked shirt, blue denim 
               pants, and walks barefooted on a cocoanut matting. He moves 
               into the gas chamber, looks through the windows in the 
               direction of Keyes and nods quickly, recognizing him. The 
               guards turn him around and seat him in one of the two metal 
               chairs, with his back to the witnesses. They strap his arms, 
               legs and body to the chair. The guards go out.

               E-3 THE DOOR TO THE GAS CHAMBER

               It is open. The three guards come out of the gas chamber 
               into the ante-chamber, where stand the warden, executioner, 
               two doctors, the minister and the acid man, and possibly 
               several guards.

               The executioner and one guard close the door. The guard spins 
               the big wheel which tightens it. The wheel at first turns 
               very quickly, then, as it tightens, the guard uses 
               considerable force to seal the chamber tight. The guard steps 
               out of the shot. The gas chamber is now sealed.

               E-4 THE WITNESSES AND KEYES

               They are intently watching Neff in the gas chamber.

               E-5 THE ANTE-CHAMBER

               The warden looks slowly around the room, sees that everyone 
               is in his proper place and that the stethoscope, which one 
               doctor holds, is connected with the outlet in the wall of 
               the gas chamber. Also that the man in charge of the acid is 
               ready. The warden makes a motion to the acid man. The acid 
               man releases the mixed acid into a pipe connecting with a 
               countersunk receptacle under Neff's chair. (This action is 
               only suggested). The warden looks at the clock, then turns 
               to the executioner and nods.

               E-6 THE EXECUTIONER - MED. SHOT - CAMERA SHOOTING DOWN FROM 
               HIGH ANGLE TOWARDS EXECUTIONER

               He pushes a metal lever. (This immerses the pellets of cyanide 
               in the acid under the chair.)

               E-7 INT. GAS CHAMBER - MED. SHOT

               CAMERA IS SHOOTING ABOVE Neff's head (just out of shot), 
               towards spectators standing outside the gas chamber, Keyes 
               in the center. Gas floats up into scene between CAMERA and 
               spectators. Keyes, unable to watch, looks away.

               E-8 THE FIRST DOCTOR - CLOSE SHOT

               as he listens on stethoscope connected with the gas chamber. 
               He glances at the clock above his head.

               E-9 THE SECOND DOCTOR - CLOSE SHOT

               He stands to right of the gas chamber door, taking notes on 
               a pad. He glances towards First Doctor (out of scene) and 
               looks through venetian blinds into the gas chamber. The acid 
               man stands near him.

               E-10 THE FIRST DOCTOR

               CAMERA SHOOTING FROM HIGH ANGLE TOWARDS HIM as he listens on 
               stethoscope. The doctor glances at the clock again. He takes 
               his stethoscope from his ears. He nods to the warden, This 
               indicates that the man is dead. CAMERA PANS with warden as 
               he turns to open the door connecting the ante-chamber with 
               the witness room.

               E-11 THE WITNESS ROOM - LONG SHOT FROM HIGH ON BOOM DOWN ON 
               WITNESSES GROUPED AROUND GAS CHAMBER

               The door connecting with the ante-chamber opens. A guard 
               comes through.

                                     GUARD
                         That's all, gentlemen, Vacate the 
                         chamber, please.

               The guard withdraws and closes the door by which he entered. 
               The witnesses slowly start to file out. A guard has opened 
               the outer door. The witnesses put their hats on as they pass 
               through. A few go close to the windows of the gas chamber to 
               look in at the dead man before they leave.

               All the witnesses have now left, except Keyes, who stands, 
               shocked and tragic, beyond the door. The guard goes to him 
               and touches his arm, indicating to him that he must leave. 
               Keyes glances for the last time towards the gas chamber and 
               slowly moves to go out.

               E-12 CORRIDOR OUTSIDE THE DEATH CHAMBER

               CAMERA SHOOTING IN THROUGH THE OPEN DOOR AT KEYES, who is 
               just turning to leave. Keyes comes slowly out into the dark, 
               narrow corridor. His hat is on his head now, his overcoat is 
               pulled around him loosely. He walks like an old man. He takes 
               eight or ten steps, then mechanically reaches a cigar out of 
               his vest pocket and puts it in his mouth. His hands, in the 
               now familiar gesture, begin to pat his pockets for matches.

               Suddenly he stops, with a look of horror on his face. He 
               stands rigid, pressing a hand against his heart. He takes 
               the cigar out of his mouth and goes slowly on towards the 
               door, CAMERA PANNING with him. When he has almost reached 
               the door, the guard stationed there throws it wide, and a 
               blaze of sunlight comes in from the prison yard outside.

               Keyes slowly walks out into the sunshine. stiffly, his head 
               bent, a forlorn and lonely man.

                                                                  FADE OUT:

                                         THE END

Double Indemnity



Writers :   James M. Cain  Billy Wilder  Raymond Chandler
Genres :   Crime  Film-Noir  Drama


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