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ALL SCRIPTS


                           HEAT

                            by

                       Michael Mann




            FOR EDUCATIONAL PURPOSES ONLY




REVISED DRAFT
March 3, 1994




Converted to PDF by SCREENTALK
www.screentalk.org

EXT. CEDARS-SINAI - WIDE - DAY

A monolith with alienating foregrounds. A bus pulls in on
Beverly. NEIL McCAULEY and a nurse get off. Neil carries
a paper bag and wears white pants like a hospital attendant.
Neil is an ice-cold professional: very big, very tough.
At 42 his short black hair is graying. He spent eight
years in McNeil and three in San Quentin. He got out and
hit the street in 1987. Four of the McNeil years were
spent in the hole. Neil's voice is street, but his language
is precise like an engineer's. He's very careful and very
good. Neil runs a professional crew that pulls down high
line, high number scores and does it anyway the score has
to be taken down: if on the prowl (a burglary), that's
fine; if they have to go in strong (armed), that's fine
too. And if you get in their way, that's got to be your
problem. His lifestyle is obsessively functional. There's
no steady woman or any encumbrance. Neil McCauley keeps
it so there's nothing he couldn't walk from in 30 seconds
flat.

ANGLE

Right now, he enters the big double doors and pulls a white
intern's coat from his paper bag.

                                                  CUT TO:

INT. CEDARS-SINAI CORRIDOR - TRAVELING TWO SHOT - DAY

We DOLLY on Neil as he crosses through the long crowded
corridor. Patients, nurses, interns and doctors pass by.
A P.A. broadcasts occasional messages.

PROFILE

Nail crosses under an "EMERGENCY" sign and keeps going
towards the exit doors.

TRAVELING - FRONTAL

Neil APPROACHES THE CAMERA. From the other direction two
ambulance attendants wheel an old man under oxygen and
pass by Neil.

                                                  CUT TO:

WIDE REAR SHOT

Without breaking his stride from the moment he got off the
bus, Neil exits through the doors, examines four ambulances
parked in the slots, climbs into one and drives off. Maybe
he's stolen it. We don't know.

                                                  CUT TO:

       Converted to PDF by www.screentalk.org            2.


EXT. R & C CONSTRUCTION SUPPLIES - ON CHRIS - DAY

CHRIS SHIHERLIS crosses past stacks of gravel and cement
with a white-coated BLACK CLERK. Chris wears a hard hat
over a mongol cut, Levi's, black boots and a sleeveless
sweat shirt and carries on one shoulder a 150 lb., red,
Milwaukee Tool Company case. He looks like a construction
worker by day who by night hits L.A's slams, jams and raves.
He's 29, from Austin, Texas. Chris is also a highline
pro: a boxman who knows five ways to open any safe made.
Right now he's buying a hollow core drill. He and McCauley
were cellmates in San Quentin Penitentiary from 1984 to
1987. Chris hit the streets in 1988. He's a hot dog and
spends money as fast as he makes it. Right now, he and
the Clerk exit to the sales counter.

                                                    CUT TO:

EXT. SALES COUNTER - TWO SHOT

As they approach, the Clerk goes behind it.

                      CLERK
          What you working on?

                       CHRIS
          Drillin' some post holes into
          concrete ...

                      CLERK
              (re: toolcase)
          With that you can ream solid
          steel. Check, charge, or cash?

                       CHRIS
          Cash. Put "Jack's Fencing" on
          the receipt.

                       CLERK
          $788.   30

Chris pays; Clerk writes receipt.

                      CLERK
              (continuing)
          ...that a good racket? I ought
          to get out from behind this
          counter...

                      CHRIS
              (takes receipt)
          Yeah.
              (beat)
          Take it easy.

He leaves with the heavy red case.

       Converted to PDF by www.screentalk.org           3.


INT. "TOYS 'R' US STORE" - ON CERRITO - DAY

MICHAEL CERRITO - at 40 - is looking at a doll house.
He's a wide, thick, coarse-featured big man. Sicilian
from Sunnyside, he's spent 15 years in Attica, Joliet and
Marion penitentiaries. He's strictly a "cowboy": his
natural inclination towards a score is "...get the guns
and let's go." He's been off smack and everything else
for five years. He's clean and sober. He's the nicest
guy on the block and a loving father. If you get in his
way, he'll kill you as soon as look at you. If you asked
him about the contradictions, he wouldn't know what you
were talking about.

CLOSE OR DOLL HOUSE DETAILS

It's 3 x 6 and two feet high. Miniature room sets are
inside. Cerrito's thick fingers close the door. He picks
it up. WIDEN. He crosses to a counter and MIDDLE-AGED
CLERK.

                      CERRITO
          Wrap this here up.

                      CLERK
          Yessir. You're going to have a
          happy little girl.

                       CERRITO
          Two.   I got two girls.

                         CLERK
          That's nice.

                       CERRITO
          Yeah. And gimme those three
          masks there.

Clerk takes down Clark Gable, Three-eyed Monster, and
Beautiful Lady, full-head rubber masks.

                      CERRITO
              (continuing)
          Gimme Donald Duck, too

                      CLERK
              (does and laughs)
          A little early for Halloween?

                     CERRITO
          Yeah. Halloween's coming early
          this year. What do I owe you?

                                                 CUT TO:

       Converted to PDF by www.screentalk.org             4.


INT. CONDOMINIUM - A HAND - MORNING

Slides across the back of JUSTINE'S thigh.

JUSTINE'S AND HANNA'S FACES

She is 29, auburn,  languorous, her eyes are closed and she
makes love with her  husband, VINCENT HANNA. Pressing her
face to his, their  hair intertwined... It's morning. We
are in an expensive  condominium.

WIDE

The two bodies locked into the rhythms of their love-making,
twisted in white sheets. OFF SCREEN a shower runs.

                                                   CUT TO:

INT. SHOWER - HANNA

Is in it. The water streams off his body. The glass is
misted. He turns off only the hot and breathes fast in
the cold spray. OFF SCREEN a cigarette lighter CLICKS.

                                                   CUT TO:

BEDROOM - JUSTINE

smoking, still under the white sheets, watches Hanna dress.

                      JUSTINE
          ... taking me out to breakfast?

                      HANNA
              (looks at watch)
          Can't. Bosko's waiting..

                      LAUREN
              (passing door)
          Hi Vincent. Mom, where's my
          barrettes?

LAUREN, Justine's daughter, is 15 and tall and anxious.

                         HANNA
          Hi, sweetie.

                      JUSTINE
          I saw them on the kitchen
              (to Hanna)
          Want me to make coffee?

                      HANNA
              (to Lauren in other
               room)
          No school today?

       Converted to PDF by www.screentalk.org               5.


                         LAUREN (O.S.)
             Daddy's picking me up! We're
             going to see the new site and
             then shopping and lunch.
                 (beat)
             They're not on the table.

                         JUSTINE
             Then I don't know...
                 (to Hanna)
             He's already half an hour late.

                         HANNA
             He gonna show? Or the son of a
             bitch gonna stand her up like
             last time?

Hanna clips a 2" .38 in his waistband.       Justine shrugs and
shakes her head.

                         JUSTINE
                 (starting out of
                  bed)
             Want the coffee?

                         HANNA
             I'm out of time...

He leaves.

                         JUSTINE
             Falls back on the pillow,
             disappointed. It's as if she'd
             been stood-up. The bed sheet
             falls half off of her. She's
             exposed, vulnerable. She looks
             out the window, occluded by light
             muslin, away from us and exhales.

                                                       CUT TO:

INT. MACARTHUR PARK, MEN'S ROOM - ON WAINGRO - DAY

Bare-chested washing at a sink. WAINGRO'S 27. He sports
prison tattoos including an Aryan Brotherhood swastika
covering his abdomen. He's a graduate of the "gladiator
academies," Chino and Tracy.

He's dressed in Army and Navy Store gray workman's clothes.
He combs his long hair straight back off his round forehead.
Now he tucks his shirt in and puts on wrap around shades.

                                                       CUT TO:

       Converted to PDF by www.screentalk.org               6.


EXT. MACARTHUR PARK - WAINGRO

Waits. His shell jacket is in a tight roll under his arm.
Then a garbage truck - a Dempsey Dumpster (the kind with a
power forklift on the front) - pulls up.

                                                    CUT TO:

INT. TRUCK - WIDE - DAY

Michael Cerrito is the driver.

                         CERRITO
          You Waingro?

                         WAINGRO
          Yeah.

He climbs in. Cerrito pulls out. Waingro - delayed -
offers his hand. Cerrito has to wait until he finishes
his gear change to shake it. The timing's a little weird.

                      WAINGRO
              (continuing loud)
          You're Cerrito huh?
              (pause)
          What kinda guy is this Neil?

                         CERRITO
              (loud)
          Okay.

Just do like he says.    Exactly... like ... he ... says.

They have to talk loudly over the clapped-out ENGINE'S
NOISE.

                                                    CUT TO:

EXT. ALLEY - ON GARBAGE TRUCK - DAY

It's ABRUPTLY QUIET. The truck's parked. The two men sit
idly. Waingro finishes take-out coffee and tosses the
empty.

INT. TRUCK - CERRITO

Lights a cigarette. Belatedly, he offers one to Waingro.
Waingro lights up. The two men relax under the swirls of
blue smoke.

                      WAINGRO
          You guys always work together?

                      CERRITO
          All the time.

       Converted to PDF by www.screentalk.org              7.


                      WAINGRO
          Real tight crew, huh?

                      CERRITO
          That's right.

Awkward pause.

                      WAINGRO
          This works good, maybe I could
          go again?

Cerrito looks at Waingro.   He wants to protect his
concentration.

                       CERRITO
          Yeah.   Stop talking, slick...

It ends the conversation. Waingro drums his fingernails
on the dash. He's anxious.

                                                      CUT TO:

CHEVY TOWTRUCK - ON TOWNER - DAY

TOWNER'S a sloppy, nondescript man in his 40's. He slouches
behind the wheel. A Bearcat 210 Scanner is under the dash
and a walkie-talkie on the seat. As in the garbage truck,
it's quiet and he waits. Then:

                      NEIL (V.O.)
              (radio filter)
          You ready if I need you?

                      TOWNER
              (into radio; low)
          Yeah.

                      NEIL (V.O.)
              (radio filter)
          Got their air?

                       TOWNER
          Yeah.

At a low level we HEAR POLICE CALLS.

                                                      CUT TO:

INT. AMBULANCE - TWO SHOT - DAY

Chris and Neil are sitting in the front seat of the
ambulance Neil drove away from the hospital.

       Converted to PDF by www.screentalk.org             8.


                      RADIO ANNOUNCER
              (radio filter)
          ...Daddio's jazz patio on KDCA.
          Brought to you this fine day,
          which is A-okay, by Twister.
          Hey, mister, go out and buy a
          bottle of that
          Twister...Wiiiiiine...

                         NEIL
          Turn it off.

Chris turns it OFF.   A little anxiety develops.

                                                     CUT TO:

INT. GARBAGE TRUCK - TWO SHOT - DAY

                      CERRITO
              (checks watch)
          Time.

Waingro stubs out his cigarette in nervous jabs. Cerrito
pulls from a paper bag two of the rubber masks he bought
and surgical gloves. He and Waingro put them on quickly.
Cerrito has the monster mask three eyes and a twisted mouth.
Waingro is a beautiful woman. Their movements now are
very fast. Cerrito pulls the truck out of the alley.

CERRITO'S POV:

As we approach the street an armored truck passes by. We
fall in behind. At this point we realize these men are
going to pull down an armed robbery of this armored truck.
But, we turn LEFT. The armored truck went straight. Then
we turn RIGHT. However we SEE the armored truck again.
It turned left. Our paths will intersect at 90 degrees.
Meanwhile:

                                                     CUT TO:

INT. AMBULANCE - ON NEIL - DAY

He checks the chamber and then inserts into the    grip of
his 9mm. Browning a 14-shot clip. Chris works      the slide
of a Remington 810, 12-gauge shotgun and puts on    a welder's
helmet. Neil pulls on the rubber mask of Donald     Duck and
slings a stopwatch on a string around his neck.

                      CHRIS
          Their response time?

                      NEIL
          Two minutes, fifty seconds.

                                                     CUT TO:

       Converted to PDF by www.screentalk.org             9.


EXT. STREET - WIDE ON AMBULANCE + STREET BEHIND IT

The lumbering armored truck approaches...

                        NEIL (V.O.)
                (calm)
            We ought to be down the chute
            into the escape route in 2:20.
                (beat; breath)
            Here we go...

                                                     CUT TO:

INT. ARMORED TRUCK - DRIVER'S POV: APPROACHING AMBULANCE -
DAY

With FLASHERS going. Suddenly it pulls diagonally across
the narrow street, as if trying a three point turn: Driver
of the armored truck slams on his brakes.

                                                     CUT TO:

INT. GARBAGE TRUCK - CERRITO'S POV: ARMORED TRUCK IN
PROFILE - DAY

We're accelerating at it.

CERRITO'S FOOT

punches the accelerator.

FRONTAL: GARBAGE TRUCK

a prehistoric beast charging at us.

CERRITO'S POV: JAMMING

at the armored truck.

COLLISION

We SLAM into it,

WIDE: ARMORED TRUCK

knocked onto its side, crushes against a wall.

                                                     CUT TO:

INT. ARMORED CAR - DRIVER - DAY

Stunned, pinned inside. Their world is sideways.     It rains
desposit slips. GUARD ONE grabs the radio mike:

        Converted to PDF by www.screentalk.org        10.


                       GUARD #1
               (into mike)
           211! We're being taken down!

EXT. ALLEY - ON REAR OF ARMORED TRUCK

Neil, Chris, Cerrito and Waingro are on the move...

INT. CHEVY APACHE PICKUP - TOWNER - DAY

Listens to his BEARCAT POLICE SCANNER,

                       DISPATCHER (V.O.)
               (radio filter)
           Car 74, what's your ETA to the
           211 in progress Hoover and 14th?
           Over.

                       CAR 74 (V.O.)
               (radio filter)
           Car 74. Three minutes. Over.

                       DISPATCHER (V.O.)
               (radio filter)
           Car 74. Take it. Car 37, you're
           back-up. Car...

                       TOWNER
               (into radio to Neil)
           There's the call. Three minutes.

                                                  CUT TO:

EXT. STREET - VEIL

With his radio earpiece starts a CHRONOMETER with a LOUD
CLICK.

ARMORED TRUCK - CHRIS

in a welder's mask with the hollow core drill drives the
10" diameter bit into the truck's armored plating. Neil
looks at his stopwatch.

                       WATCH:
           28, 29, 30, 31, 32...

CLOSE - DRILL BIT

SCREAMING of metal as the hollow-core bit tears through
steel.

SHOTS

Neil with his Browning. Cerrito has an AR15 with its stock
collapsed. Waingro has a 9mm. Beretta.

        Converted to PDF by www.screentalk.org                11.


CHRIS

The bit has cut a 10" circle into the side through the
armored plating. Now Chris heaves the drill aside, steps
away, swings up his shotgun as...

CERRITO

swings a sledgehammer at the 10" disc.        It falls inside
as.

NEIL

pulls the pin and tosses a grenade into the hole.        It
EXPLODES and pours smoke.

                          NEIL
                  (yelling after it)
             Next one blows you up!    Out!
             Now...
                  (beat;'shouts)
             Now!

INT. ARMORED CAR - GUARD ONE

Coughing.     His mask doesn't work.   He lurches for the
door...

EXT. STREET - ARMORED CAR

Door crashes down, opens, Guard One falls out. Then GUARD
TWO. The DRIVER comes out his door. Cerrito grabs him.
Neil handles the two Guards.

                         NEIL
             Up against the wall!

He yanks their guns away - his 9mm.      At the back of each
man's head in turn.

THE DRIVER

tries to twist away as a reflex. Cerrito cracks him in
the face with the AR15, driving him to the wall.

WIDE: CERRITO + WAINGRO

cover the three. Neil moves into the Armored Truck to
join Chris who's already inside, ripping it apart,
searching. We see him disregard cash.

NEIL'S STOPWATCH

1:12.

       Converted to PDF by www.screentalk.org            12.


                      NEIL
              (to Chris)
          8o seconds left.    Move it.

WAINGRO

behind the Beautiful Lady mask: trying hard to do good.
His gun jumps from Guard to Guard to Guard.

NEIL

looks at Waingro.   WIDEN.   Waingro's aware of Neil's
scrutiny.

                      WAINGRO
              (to Guard Two)
          Flatten - up against it!    Higher!

He slaps the back of Guard Two's head with the gun barrel.

                      GUARD TWO
              (a big, boastful
               man, quietly)
          ...you didn't have that gun..

                        WAINGRO
          What?!

                       CERRITO
              (cuts in; cool)
          That's true, slick, cause you're
          a real tough guy. But he has
          the gun. And me, too. So shut
          the fuck up.

WIDE

Neil and Chris emerge from the van with one manila envelope.

                      NEIL
          Move out!
              (checks watch)
          38 seconds left!

WIDE: WAINGRO

It's like Waingro can't hear. He's fixated with Guard
Two. Guard Two turns and looks at him arrogantly - more
concerned with his masculine pride than his safety. He's
a stupid man.

WAINGRO'S POV: VERY WIDE

Things happen slowly.

         Converted to PDF by www.screentalk.org          13.


                        WAINGRO (O.S.)
                (quietly)
            ...hadda mouth off? In front of
            them?

Waingro's arm points out at the man - with the gun at the
end - and FIRES.

ANGLE

Guard Two is blown up against the wall.    Driver moves...

NEIL

leaving, spins.

DRIVER

reaching for a two-inch hammerless .38 back-up tucked in
his boot. As he brings it up...

NEIL'S 9MM. BROWNING

FIRES TWO HAMMERED-ON SHOTS.

CERRITO'S AR15

covers Guard One. Guard One stares at the men in the masks.
Once killing begins, he knows what will happen. Cerrito
looks at Neil...

NEIL

angry; nods.

CERRITO

kills Guard One with THREE SHOTS.

ON AMBULANCE

Neil literally throws Waingro into the back.

INT. AMBULANCE - ON CERRITO - DAY driving, lays rubber
down the alley. ON NEIL at watch.

                        NEIL
                (disgusted)
            Ten. Nine.
                (tosses the watch;
                 into walkie-talkie
                 to Towner)
            Blew the margin. Here we come.

                                                    CUT TO:

         Converted to PDF by www.screentalk.org          14.


INT. WHITE CHEVY APACHE TOWTRUCK - ON TOWNER - DAY

We HEAR police dispatcher on the Bearcat scanner.

                        TOWNER
                (into radio)
            One on your tail.

                        NEIL
                (V.O.)
            Here we come.

Towner drops the walkie-talkie out the window.    He's
fastened a professional racing harness.

                                                     CUT TO:

EXT. STREET - REAR SHOT ON AMBULANCE - DAY

Skidding right into another side street.

REVERSE: BLACK + WHITE

in Code 3 scraping between the garbage truck and wall -
roars TO CAMERA. One cop already has his shotgun up.

                                                     CUT TO:

EXT. SIDE STREET - WIDE: AMBULANCE - DAY

Left down the street with FLASHERS going.

WIDE PROFILE: AMBULANCE

Streaks THROUGH THE FRAME.     HOLD and SEE the Chevy towtruck
with Towner.

TOWNER

guns the engine.

BLACK + WHITE

bounces around the corner, the rear end comes out, skidding
left. Towner floors the towtruck. We SEE it's heavy front
bumper RAM the police car sideways.

EXT. GAS STATION - BLACK + WHITE

Is SMASHED SIDEWAYS into the station, careens off two cars
filling up...

ANGLE

... plows through a rack of pumps, takes out the air and
water reservoirs and wraps itself around a lamppost.

        Converted to PDF by www.screentalk.org           15.


Towner's towtruck's gone.

                                                     CUT TO:

EXT. RESIDENTIAL SIDE STREET - AMBULANCE - DAY

Pulls in and parks. Everyone abandons it, leaving masks,
rubber gloves, equipment, outer clothing inside. They
cross to a Chevrolet Caprice. They climb in. They pull
out.

                                                     CUT TO:

EXT. GAS STATION - WIDE - DAY

One   cop has a cut forehead, tries to stand. Two more black
and   whites pull in - flashers going. The driver staggers
out   from behind the wheel and tries to shake clarity into
his   head. He sits on the pavement.

                                                     CUT TO:

EXT. LAX PARKING LOT - WIDE BETWEEN THE CARS - DAY

Planes ROAR overhead in landings or takeoffs. Yellow vapor
lamps glare. It's gaudy with lights. Neil and a man named
NATE are parked next to each other facing opposite
directions. Nate's 50 - an ex-prize fighter with his nose
all over his face in a silver Mercedes. His big muscles
have gone to flab. He wears a yellow rayon shirt. He's
deeply tanned and pock-narked.

Nate functions as a middleman and fence for Neil. All
calls from people who want to contact Neil come to Nate.
Right now he examines the manila envelope from the armored
truck. Neil's in a Lincoln Town car, gray suit, white
shirt, no tie.

CLOSE: ENVELOPE

contains 80 x $20,000 negotiable Treasury Certificates.
Nate's counting.

                       NATE
           A million, six at 40 cents onna
           dollar's 640. Here's a hundred
           forty thou front money. Get you
           the rest, 2-3 days.

WIDE - FROM THE FRONT

Nate gives a large envelope to Neil.

                       NATE
           What happened out there?

      Converted to PDF by www.screentalk.org   16.


                      NEIL
          I don't want to talk about it.

                      NATE
              (re-examining
               securities)
          Wait a minute.

                      NEIL
          What's the matter?

                       NATE
              (laughs)
          You know who these belong to?

                      NEIL
              (takes manila
               envelope)
          "Malibu Securities ...

                      NATE
          You know John Van Zant?

                       NEIL
          No.

                      NATE
          Malibu Securities is a brokerage
          he controls. Planned
          bankruptcies, made out during
          the S&L's, money laundering...

Nate pulls T.C.'s.

                      NATE
              (continuing; laughs)
          You ripped off his Treasury
          Certificates.

                       NEIL
          So what?

He's got insurance.

                      NATE
          That's the point. On top of
          collecting his insurance, maybe
          he wants to buy back his bonds.
          From him I can get you 60 cents
          on the dollar instead of 40.
          Means an extra 320 to you.

                       NEIL
          Try it on.

       Converted to PDF by www.screentalk.org             17.


                      NATE
          You know Cezar Kelso?

                      NEIL
          By reputation.

                      NATE
          He's got this score he's putting
          out and wants you to look at.

                      NEIL
          What do I need look at his score
          for? I got my own.

                      NATE
          He said you'll get near eight
          figures. Very clean.

                      NEIL
              (beat; then:)
          9:00a.M. tomorrow.

                      NATE
          Take it easy.

Neil starts the car.   Nate pulls away in his Mercedes.

WIDE

an L1011 ROARS overhead.   Neil pulls out.

                                                   CUT TO:

EXT. ALLEY - WIDE ON PAVEMENT - DAY

We're looking at chalk outlines of the bodies of Guard one
and Driver from the armored truck. The pavement is
bloodstained. Bright lights illuminate the crime scene.

                      HANNA (O.S.)
          Where's the ambulance?

                      HEINZ (O.S.)
          They dumped it four blocks from
          here...

WIDEN TO REVEAL Hanna who we now identify as a police
lieutenant of detectives. He's just arrived. The alley's
been roped off with sawhorses labeled "crime area." The
armored truck with the holed side is still there. One of
Hanna's crew, DRUCKER, a black intelligence analyst and
technician at 45, was already there. A uniformed SGT.
HEINZ was there first and by procedure took command. It's
his crime scene.

      Converted to PDF by www.screentalk.org          18.


                      HEINZ
          Masks, guns, radios - all left
          behind. No prints.

                      HANNA
          What about the crash, the white
          towtruck.

Two more of Hanna's crew arrive in an unmarked car and
join him: CASALS - bald at 30 and wiry; BOSKO - a huge,
oversized man.

                      HEINZ
          Hasn't turned up. Got a witness:
          janitor next door.

                       HANNA
          I.D. anybody? Plate?
          Description?

                      HEINZ
          Shhaaapes ...
              (beat)
          One big. One thin.    He heard
          it...

Guy's nearly blind.

                      HANNA
              (re: body outlines)
          What about them?

                      DRUCKER
          According to the janitor, he...
              (Guard Two outline)
          Started mouthing off to one of
          the gunmen.

                      HANNA
          Oh, that was smart.

                       DRUCKER
          I figure the other went for...
              (points)
          ... that gun when the shooting
          started. One guy called a guard
          "slick."

                       HANNA
          "Slick?"

                       DRUCKER
          Yeah.   And they ignored the loose
          cash.

Converted to PDF by www.screentalk.org   19.


               HANNA
   'Cause they had no time, cause
   they knew our response time,
   cause they were on our air.

               HEINZ
   You recognize their m.o.?

               HANNA
   Yeah. Their m.o. is that they
   are good. Once it escalated
   into a Murder One beef for all
   of them after they killed the
   first two, they popped guard
   number three 'cause it didn't
   rake any difference anymore, so
   why leave a living witness?
   Drop of a hat? They'll rock and
   roll. Also: the way they went
   into the side indicates they are
   equipped to go in on the prowl.
   So also start looking for recent
   highline burgularies that have
   'mystified' us.
       (to Drucker)
   Run the "slick" bit to the FBI
   and see what it kicks out.

               DRUCKER
   I called it in already.

               HANNA
       (to Casals)
   Split the fences. I'll take
   Cuzomano and Torena. You take
   the East side. Go through the
   tapes of who we been listening
   to.
       (to Drucker)
   Hang in with Forensics on all
   physical evidence.
       (to Bosko)
   How'd they know the route of the
   van and what it was carrying?
   Does Gage print the day's routes?
   What do they do with the
   printouts? Who collects their
   trash? Run makes on all their
   middlemanagement. Did someone
   give this score up?
       (beat)
   Check the three guards. See if
   one of them was a tipster.

        Converted to PDF by www.screentalk.org        20.


                        BOSKO
           What's the vibe: home-grown or
           out-of-town?

                       HANNA
           Out-of-town. Frankly, I hope
           they are scoring once and passing
           through. And I doubt it.

                       HEINZ
           This going to stay in Area?

                       HANNA
           This look like boosters working
           the local Seven Eleven to you?
           It goes to Major Crime.
               (to his crew)
           Go to work.

They move toward the Forensic Unit, scraping tire rubber
and measuring distances as we

                                                  CUT TO:

INT. EARLY 60'S COFFEE SHOP - WIDE - NIGHT

It's 1963 futuristic: flagstone and rubber plants. Most
of the patrons are night people: pimps, hookers, customers,
disintegrating couples, etc. We PAN AROUND the interior
and settle on a booth by a window. In the booth are Chris
and Cerrito on one side and Waingro alone.

                       WAINGRO
           Anybody want some pie?

CERRITO

looks at Waingro, sips his coffee, and looks away again
Waingro is nervous.

CHRIS

sees something in the parking lot.

DOOR - NEIL

enters, crosses to the booth, slides in across from Waingro.

CLOSE

The four men huddle together and talk in a whisper. Neil
pulls out three yellow envelopes, presumably full of money.
Neil will talk about Waingro in the third person as if he
inanimate.

         Converted to PDF by www.screentalk.org            21.


                        NEIL
                (whispered)
            This is a partial   split, but I
            took out of ours   - every - to
            make up...
                (Waingro's)
            ...his full end.    Because I want
            to settle him up   and get rid of
            this jagoff right   now.

Cerrito and Chris looks at Waingro.

                        CERRITO
            Okay.

Chris nods.    Waingro's speechless.   Neil flips him an
envelope.

                        NEIL
                (whispering)
            Fuck off.

Waingro doesn't move.

                        WAINGRO
                (whispered; tense)
            I had to dust him!

Neil grabs the back of Waingro's neck, slams the side of
his face onto the table top and flicks the middle finger
of his left against waingro's temple. Neil could kill
him.

                        NEIL
                (whispered)
            Electricity and chemicals a little
            fucked up?
                (flick)
            You a shooter? Speed? What?

Flick.    Cerrito looks around the coffee shop: it's quiet.

                        NEIL
                (continuing;
                 whispered)
            You didn't have to. Now we got
            extra heat off a clean score.

Waingro does nothing. Neil shoves him into the corner of
the booth. Plates fall. All three get up and walk out.

                                                     CUT TO:

EXT. COFFEE SHOP, REAR PARKING LOT - WIDE - NIGHT

Neil, Cerrito and Chris cross past cars.

       Converted to PDF by www.screentalk.org         22.


ANGLE - WAINGRO

whines, cries and charges into Neil's shoulder from behind
and spins him around, wanting to explain to him. This
time:

NEIL

knees Waingro in the stomach. Waingro folds over. Neil
slams both open palms on Waingro's ears and knees him in
the face. Waingro sprawls over a car hood and falls off.

CLOSER - NEIL

kicks Waingro in the side driving him between cars where
it is more secluded while Cerrito and Chris casually look
a-round and back away to cover him because they know Neil
is going to kill him now. As Neil draws his .45 ...

                         CERRITO
              (low)
          Hold it.

Neil looks. Across the street cruises a black and white.
He watches it pass. His attention goes back to Waingro.
As his .45 comes up.

CLOSER: NEIL

turning, mildly surprised.

NEIL'S POV: NOTHING

Waingro's disappeared.

WIDER: NEIL

searches under cars, carefully.    Nothing.

HIGH + WIDE

Waingro's gone. Neil with Cerrito and Chris following
scan the spaces and shadows as they back out of the large
parking lot.

                                                  CUT TO:

INT. SHIHERLIS APARTMENT - ON CHARLENE - NIGHT

CHARLENE - twenty-six, in skin-tight black pants and black
hair. They're on their way out. The apartment is heavy
on computer games, video gear, appliances and children's
furniture. Re: envelope:

      Converted to PDF by www.screentalk.org         23.


                      CHARLENE
              (counts the money)
          Where's the rest?

                       CHRIS
          That's it.

                      CHARLENE
          Eight thousand dollars?   You
          gotta be kidding me!

Chris enters from the bedroom. While buttoning a shirt,
he's mostly oblivious. It frustrates the hell out of
Charlene.

                      CHRIS
              (off-handed)
          I squared the bookies and we had
          to pay off some guy and were
          short to start 'cause the rest
          is comin', in a coupla days. So
          don't sweat it.
              (checks watch)
          We're late.

Slips on a boot.

                      CHARLENE
          Listen to me. "As The World
          Turns" can get interrupted with
          a news flash of you splattered
          all over the street ...

Pulls on boot two.

                      CHARLENE
              (continuing; running
                on)
          I can get sent up on an accessory
          beef. Your son, Dominick, winds
          up in a home. For $8,000?
              (voice breaks)
          Honey, for $8,000, it ain't worth
          the risk. Risk versus reward?
          Baby?

                      CHRIS
          Don't worry about money. Neil's
          got...
              (checks watch)
          Hey, if we're goin', let's go.

                      CHARLENE
          Where's the club you were going
          to open?

      Converted to PDF by www.screentalk.org   24.


                       CHRIS
          Here comes the "showgirl with a
          future" bit.

                      CHARLEJ
          Shut up! I left for a good thing.
              (beat)
          Why am I even talking to you? I
          can't talk to you. All you are
          is a child growin' older...

                      CHRIS
          The hell's that mean?

                      CHARLENE
          It means we're not making forward
          progress like real adults and
          you won't listen.

                      CHRIS
          I told you: me and Neil got
          planned ...

                      CHARLENE
          "Me and Neil." I'm married to
          you, now. This isn't the fucking
          joint.

                      CHRIS
          Don't mouth off to me!

                      CHARLENE
              (screams)
          I want out of here!

                       CHRIS
              (shouts)
          Well there's the fucking door!
              (opens it)
          Only leave Dominick, the bank
          book and the car keys on the
          kitchen table!

                      CHARLENE
          You can keep that other crap!
          But Dominick goes with me.

Chris shoves her up against the wall.

                      CHRIS
              (suddenly low)
          I'll find ya and kill you, you
          bitch, wherever you are - you
          ever try to take Dominick away
          from me.

      Converted to PDF by www.screentalk.org            25.


He means it. She knows it. He takes the car keys and
goes. She's frozen to the spot.

                                                   CUT TO:

EXT. CERRITO'S BUNGALOW - WIDE - NIGHT

A modest West L.A. bungalow that's been remodeled beyond
neighborhood values. A 1990 Coupe de Ville's in the drive.
Cerrito pulls his black '93 Eldorado up behind it. A
NEIGHBOR shuts off his sprinkler. Cerrito gets out and
pulls the wrapped up doll house out of the trunk.

                      ANITA (O.S.)
              (to Michael)
          Daddy, daddy!

WIDEN TO INCLUDE ANITA CERRITO (7) running up with LINDA
CERRITO (9) not far behind. She jumps into her dad's arms.

                                                   CUT TO:

INT. CERRITO HOUSE - ON CERRITO - DAY

Entering: home theater system, Hawaiian art prints in
lacquer frames.

ELAINE CERRITO - a dark, heavy-set woman who was dynamite
at 25 and still sensual at 40 - enters from kitchen and
kisses cerrito.

                        ELAINE
          Hungry?

                        CERRITO
          Starving.

                      ELAINE
              (searching)
          You okay?

                      CERRITO
              (nods; gives her
               envelope)
          Put this away.

                      ANITA
              (whispers)
          Daddy, what's in the box?

She exits to kitchen.   Cerrito sits down and pulls Anita
onto his lap.

                      CERRITO
          What do you care?

      Converted to PDF by www.screentalk.org             26.


They start shouting: c'mon c'mon.    Elaine enters with her
class of red wine.

                      CERRITO
              (continuing)
          Open it up.

They run out. He whispers to Elaine who sits on the side
of his chair and drapes an arm across his shoulder. Michael
Cerrito is a family man and the nicest guy on the block.

                                                     CUT TO:

INT. UNDERGROUND GARAGE, ENTRANCE - A RECTANGLE OF NIGHT
SKY - NIGHT

Then Neil's Town Car enters down the ramp and passes
through. It's deserted and quiet.

                                                     CUT TO:

EXT. GARAGE - ON NEIL - NIGHT

Driving away in his personal car, an Eldorado in black.

                                                     CUT TO:

EXT. SANTA MONICA 3RD STREET - ON NEIL - NIGHT

It's almost deserted. Neil enters from Arizona Avenue.
He's alone. It's windy. The collar of his gray suit is
up, the lapels are closed over his white shirt.

                                                     CUT TO:

INT. HENESSEY AND INGALLS BOOKSTORE - NEIL - NIGHT

Looks at a large book in the Engineering section. He
specifically flips back and forth between full-color plates
of electronic micrographs of different kinds of steel.

                      EADY (0. C.)
          Help you with something?

                        NEIL
              (looks)
          No thanks.

WIDEN TO INCLUDE EADY TSE - 28, 5'8". Chinese, long black
hair to her waist. Her face is high cheek-boned and
intelligent. She wears a gray corduroy smock over a
turtleneck shirt and jeans. She speaks English in American
vernacular with only the slightest trace of an accent.

      Converted to PDF by www.screentalk.org          27.


                      NEIL
              (continuing)
          You closing in a few minutes?

Eady leans back against the book case.

                      EADY
          Yeah.
              (yawns)
          Excuse me.
              (beat)
          You interested in metals?

                          NEIL
                (alert)
          No.
              (lies)
          It's the color reproduction of
          these plates...

                      EADY
          We have a first edition of
          Kandinsky's Theory of Color with
          hand pulled lithographic prints
          bound in. Would you like see
          it?

                          NEIL
          Sure.

Crossing store.

                      EADY
          I see you in here before.

                      NEIL
          You're open late.       Not many open
          this late.
              (beat)
          What's your name?

Holds out hand.

                       EADY
          Eady.   Eady Tse.      What's yours?

                     NEIL
              (lies)
          Bukowski. Neil Bukowski.

He holds onto her hand and stares down into her face.
They both smile. She laughs and looks away first. They
continue to a rear locked case.

                                                  CUT TO:

      Converted to PDF by www.screentalk.org            28.


INT. HANNA'S CAR TRAVELLING - HANNA - NIGHT

Floating through the green xenon nightgown, hits a stored
number in his cellular phone's memory.

                       CASALS (V.O.)
          M. C. U.

                      HANNA
              (cuts in)
          Bobby, it's me.

                      CASALS (V.O.)
          Boss, whoever's fencing the Bearer
          Bonds is either highline or out-
          of-town. Everyone's talking
          about it. No one knows about
          it.
              (beat)
          Schwartz went through the indexes
          on recent surveillance tapes?
          No armored cars. No witnesses
          on who stole the ambulance.

                      HANNA
          Albert Torena call me back?

                       CASALS (V.O.)
          No.

                                                    CUT TO:

INT. HANNA CONDOMINIUM - HANNA - NIGHT

Lets himself in the door.   He's beat.   He throws his coat
at the chair.

INT. KITCHEN - STOVE

The dried-out remains of dinner. Hanna roots around, grabs
a lamb chop, forgets the rest and goes into the living
room. INT. HANNA LIVING ROOM - JUSTINE sees Hanna, goes
back to book.

                       HANNA
          Hi.

                      JUSTINE
          Where have you been?

                      HANNA
          Work. Harvey show or'd Lauren
          get stood up again?

                      JUSTINE
          He didn't even call her.

      Converted to PDF by www.screentalk.org            29.


                         HANNA
             What an asshole. She okay?

                         JUSTINE
             She's been in her room all day
             and won't talk. So "no," she's
             not okay. And neither am I.
                 (even tempered)
             If I try to create something
             like a mood between us you back
             away. I made a great dinner for
             us. That was four hours ago.
                 (beat)
             At least get yourself a plate...

                         HANNA
             There's three dead bodies in an
             alley off Adams.
                 (beat)
             I'm really sorry the lamb got
             overcooked.

Justine looks at him, elegantly rises, exits into the
bedroom and closes the door.

                         HANNA
             Looking after her is tired.
             Very tired. He doesn't know why
             he said what he did. He regrets
             it. So he turns on his TV to
             watch the news and his eyes glaze
             over.

                                                  CUT TO:

INT. DINER - GRILLMAN - NIGHT

Flips eggs, bastes, and covers them. The grill is all
quilted steel and immaculate. At the other end of the
counter a waiter reads a paper.

NEIL AND EADY

on stools.

                         EADY
             What do you do?

                         NEIL
                 (looks at her, then
                  away)
             Swimming pools. Institutional.
             Schools, State, counties. I'm
             on the sales end.
                         (MORE)

         Converted to PDF by www.screentalk.org        30.


                        NEIL (CONT'D)
                (to Grillman)
            Let me have another coffee.
                (beat)
            You like selling books?

                         EADY
                (simply)
            Yeah. Especially fine art books.
            I study them.

                         NEIL
            Yeah?   Like what?

A little hesitant, Eady drinks her coffee.

                        NEIL
                (continuing)
            Tell me.

                        EADY
            There's a Skira edition of
            Delacroix charcoal sketches, I
            like...

                         NEIL
            What else?

                        EADY
            Asian art work.

                                                   CUT TO:

EXT. EADY'S HOUSE, BALCONY - NEIL + EADY - NIGHT

The house is high in the hill's over sunset. They stare
down at the City - like an ocean of small lights. From
the previous scene we HEAR:

                        EADY (V.O.)
            The plates are mezzotints. They
            evoke a feeling Japanese painters
            called "sabi". They believed
            there were eight scenes of
            transcendental loneliness. They
            painted them over and over again.
            One is a flock of geese hovering
            over a field. There's always
            mist. It's painted just as the
            leader touches down.

Pause.    They drink scotch in highball glasses.

                        NEIL
            City of lights.

      Converted to PDF by www.screentalk.org               31.


                         EADY
          Yeah.

                      NEIL
          I flew over the arctic once at
          40,000 feet. The moonlight was
          blue on all the snow. It felt
          like that.

There's a long pause.    Then:

                      EADY
          Do you travel a lot?

                         NEIL
          Yeah.

                      EADY
          Are you lonely?

                        NEIL
          I'm alone.    Not lonely.

He pulls her closer.    A pre-dawn red band cracks the
horizon.

                         NEIL
                 (continuing)
          You?

                      EADY
          I get lonely.

His hands hold her face as he looks into her eyes and she
moves to him.

                                                DISSOLVE TO:

INT. BEDROOM - WHITE - NIGHT

Fills the screen as we PAN ALONG the drapery of sheets to
Neil's wide-awake eyes. Next to him Eady's asleep.

                                                DISSOLVE TO:

SAME - HIGH ANGLE OVER NEIL ONTO EADY - LATER

Neil is dressed now.    He stands at the foot of the bed
looking at Eady.

                                                DISSOLVE TO:

NEIL'S HAND

enters with a glass of water wrapped in a paper napkin and
sets it on the bedside table.

      Converted to PDF by www.screentalk.org             32.


It's odd: a convict's meticulousness. He moves the covers
up to her chin. There is to his touch, tenderness, as if
they were longtime lovers.

We realize what we are seeing is the emotionality Neil
McCauley keeps in the closet.

                                               DISSOLVE TO:

HIGH + WIDE

Neil is gone. He paused for that moment before he left,
as if to engrave her image in his memory.

                                                    CUT TO:

INT. ALBERT TORENA'S APARTMENT - ALBERT TORENA - DAY

Answers the door. Daylight floods in past the silhouette
of Hanna who shoves Torena in the chest, knocking him into
the apartment. Hanna, following him in...

                      HANNA
          You were supposed to get back to
          me last night. So where the
          fuck were you, Albert?

                      ALBERT
          I couldn't break free, man!

                      HANNA
          I oughta violate your ass right
          now.

                      ALBERT
          I was all night hitting up Los
          vatos like one of those flamenco
          matador guys. Cuttin' in real
          smooth. Generating leads and
          shit. I'm a dancer, man!

ALBERT TORENA'S an anorexic Latino fence. Hanna scans the
apartment. Religious objects crowd the mantle. Fourteen
stolen tv's in packing cases in the dining room.

                      HANNA
          You're a bust-out speed freak
          jackin' metamphetamine again.
              (beat)
          I'm in a hurry.

                      ALBERT
          You talk to my brother, Raoul.
          He meet you tonight at...

      Converted to PDF by www.screentalk.org            33.


                       HANNA
          No.   Right now.

                      ALBERT
          I implore him, man. But he say
          "no."
              (beat)
          He in Phoenix. Tonight's the
          best I can do for you. The Zebra
          on Crenshaw. Eleven o'clock.

                      HANNA
          You be there, too.

                        ALBERT
          Mon, I go

                        HANNA
          Be there!

Hanna leaves.

INT - TRAILER - CEZAR KELSO - DAY

                      CEZAR
          I picked you out to pitch it to
          first, but don't think you're
          the only action in town and I'm
          giving it away. 'Cause I'm not.

                                                    CUT TO:

WIDEN TO INCLUDE NEIL - who doesn't say anything.   CEZAR
KELSO'S a large crippled man in a wheelchair.

                        NEIL
          What is it?

                      CEZAR
          A bank. On Thursdays it gets
          cash deposits for distribution
          to other branches. The branches
          have to buttress their cash
          accounts to handle Friday payroll
          checks from a Toyota and Nissan
          plant, a steel mill and two
          refineries. One day a week,
          Thursday, the main branch carries
          the full whack.

                      NEIL
          You want a $100,000 advance,
          against a full 101. Why?

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               CEZAR
   'Cause I can get it. 'Cause
   this is the best thing I seen in
   three years. 'Cause a screw-up
   makes 10 percent of nothin' equal
   nothin'. And 'cause those are
   the terms and they ain't
   negotiable.

               NEIL
   On the prowl or strong?

               CEZAR
   Strong. Through the front door.
   During the day.

               NEIL
   How many guys?

                CEZAR
   Four.   Three plus a driver.

               NEIL
   That's not a $100,000 worth
   anything. You're giving me an
   address to what's strictly a
   cowboy score: "Get the guns and
   let's go!" We smash, grab and
   boogie while they hit the alarm.

               CEZAR
   Three alarms. And that's why
   the price. 'Cause you chop-in
   through the roof the night before
   on the prowl and bypass 'em. I
   got circuit diagrams, blue prints,
   the works. So yeah, they hit
   the alarms, but nothing gonna
   happen.

               NEIL
   Do I have to kill people?

               CEZAR
   I doubt it. Two men have the
   two keys to open the box.

               NEIL
   Full architectural, plumbing and
   electric, camera placements?

                CEZAR
   All of it.

               NEIL
   What do you estimate?

      Converted to PDF by www.screentalk.org          35.


                      CEZAR
          Eight point, one. Eight point,
          two million dollars.

That gives Neil pause. Kelso gets satisfaction from Neil's
reaction to the amount. Then:

                      CEZAR
              (continuing)
          Where's Nate?

                       NEIL
          He hadda make a call.
              (beat)
          You're on.
              (rising)
          Here's five grand earnest money.
          You get the rest after lunch.

They shake hands.

                                                  CUT TO:

EXT. TRAILER COURT, PAY PHONE - NATE - DAY

                      NATE
          Look, Van Zant. Nobody knew the
          merch was yours or they would
          have respected it. Be that as
          it may: now you get 100% from
          the insurance company and you're
          even, plus you can get the bonds
          back for 60 cents onna dollar.
          You make an additional 40%.
          Your operation doesn't skip a
          beat, and everybody's making
          out.

                                                  CUT TO:

INT. MALIBU SECURITIES, VAN ZANT OFFICE - VAN ZANT - DAY

On the phone to Nate. There's green forest and blue water
dioramas inset into wood-panelled walls.

                      VAN ZANT
              (into phone)
          Sure. You got a deal.

                      NATE (0.   S.)
              (phone filter)
          Good. Cause there's    no percentage
          in everybody getting   their
          underwear in a twist   over this.

      Converted to PDF by www.screentalk.org          36.


                      VAN ZANT
              (into phone)
          Absolutely. You have your man
          call me to set the meet.

                      NATE (O.S.)
              (phone filter)
          Usually I'm the mailman.

                      VAN ZANT
              (into phone)
          I don't want to involve extra
          people. What the fuck do I want
          all kinds of people meeting each
          other for?

                      NATE (O.S.)
              (phone filter)
          Okay.

                      VAN ZANT
              (into phone)
          Nice talking to you...
              (click)
          Van Zant hangs up. He's a tall
          avuncular man with a flabby belly
          and Arrow shirts: an accountant.
          HUGH BENNY, a very large juice
          collector, is in the office.

                      HUGH
              (incredulous)
          You gonna deal with these people?

                      VAN ZANT
          So word hits the streets it's
          okay to steal my stuff? I'm
          gonna kill the sonsa-bitches.

                                                  CUT TO:

EXT. KELSO TRAILER COURT - NEIL - DAY

Entering from Kelso's trailer, meets Nate halfway to the
car. Walking and talking:

                         NEIL
          I bought it.

                      NATE
          What I tell you?

                         NEIL
          The bonds?

      Converted to PDF by www.screentalk.org             37.


                      NATE
          We're on. You call him
          tomorrow...
              (gives slip paper)
          ... and set a meet.

                       NEIL
          How is he?

                       NATE
          Very cool.   He's a businessman.

They walk to their cars and leave.

                                                     CUT TO:

INT. LILLIAN'S CAR - LILLIAN AND BREEDAN - DAY

Pull into Robert's Coffee Shop in Culver City. BREEDAN at
29 he's an ex-Eight Trey Hoover Street Crip with lots of
scars who just did five years in San Quentin and is
straightening up. He's gangster clean and pressed and
it's there in his body movements and eyes.

                      LILLIAN
          Here it is.
              (kisses him)
          You okay?

                      BREEDAN
          Don 't worry, baby.   Gonna do
          good.

She laughs and drives away.

                                                     CUT TO:

INT. ROBERT'S COFFEE SHOP, KITCHEN - BREEDAN - DAY

Enters the kitchen. The manager is SOLENKO - large with
gray features, smallpox scars and thinning hair. He's
forty-five. NOISE OF DISHWASHER, P.A., POTS CLATTERING.
Solenko throws orders together and plates onto the metal
counter for waitress to pick up. They shout over the
RACKET.

                      BREEDAN
              (has to shout)
          I'm Breedan. You Solenko?

                       SOLENKO
              (shouts)
          Yeah. Fucking hillbilly grill
          ran didn't show. Been here since
          4:30. You know this kinda
          operation?

      Converted to PDF by www.screentalk.org              38.


                       BREEDAN
              (shouts)
          The grill. Yeah.

                       SOLENKO
              (shouts)
          Grill? Empty the garbage, mopout
          the toilets. You gimme a hard
          time, I'll find something to
          violate you back and blow your
          parole.
              (beat)
          You kick back 25% of your salary
          to me under the table. Grierson
          your parole officer? Right?

                      BREEDAN
              (shouts OVER NOISE)
          Yeah.

                      SOLENKO
              (shouts back)
          Check it out. Change in the
          back. Hurry up.

At this point we don't know what David Breedan's doing in
this picture.

                                                     CUT TO:

INT. XYZ DISCOUNT APPLIANCES BACK OFFICE - JOE CUZOMANO -
DAY

Hears a buzzer and looks up.     His eyes go to a video
monitor.

VIDEO MONITOR: HANNA

among the racks and tv sets playing the sane soap.

                      HANNA (0 .S.)
              (filtered)
          Cuzomano. Open up.

Joe pushes a button. The electric lock is released.
CUZOMANO is a 300-pound fat man.

                      HANNA
          Whaddaya hear, whaddaya say?.

                      CUZOMANO
          Hiya, Vincent. About what?

      Converted to PDF by www.screentalk.org           39.


                      HANNA
          About this crew that knocked
          down three guards yesterday and
          took a Gates Armored truck.
          Bearer Bonds. Start making calls.

Cuzomano starts punching numbers into his phone.

                      CUZOMANO
              (into phone)
          It's Cuzomano. Get me Francis.
              (while we're waiting)
          How'd I hear about this?

                      HANNA
          Ridin' the airwaves. On every
          news channel. Turn on a fucking
          radio!
              (pause)
          Try to broker the Bonds. Make
          some money. Then you'll shift
          into Flip-o-matic and tell me
          who they are. And what they are
          doing next.

                      CUZOMANO
              (Francis is on the
               line)
          Hey, Francis!
              (Francis answers)
          That score went down yesterday?
              (beat)
          Yeah, I'm lookin' to handle all
          or a piece of the merch. All I
          got are yo-yo's. One brings me
          a container of Armani suits? He
          didn't know they were knockoffs.
          Schmuck stole knockoffs. They
          should make stupidity a felony.
              (beat)
          You hear who they been downed
          to?

Cuzomano gets an answer. He shakes his head "no" to Hanna.
Hanna's out the door. Cuzomano breathes easier.

                                                   CUT TO:

EXT. NEIL'S APARTMENT BUILDING - WIDE - DAY

The Camaro slides soundlessly down Wilshire and into the
underground garage of a high-rise, green glass steel.

                                                   CUT TO:

       Converted to PDF by www.screentalk.org              40.


INT. NEIL'S - APARTMENT - NEIL - DAY

Enters. It's white and barren. A TV SET     in one corner on
the floor PLAYS a MUTE GAME SHOW. Chris    is rolled up in a
blanket in front of it. The apartment is    lived in by one
man. It tells us Neil's personal life is    a blank.

NEIL

comes out of the bedroom with a pillow. He yanks Christ
shoes off. Neil punches a number. RINGING. Then:

                      CHARLENE (V.O.)
              (phone filter)
          Hello?

                      NEIL
              (into phone)
          Chris is here. I called so you
          shouldn't worry. What's wrong?

                                                    CUT TO:

INT. SHIHERLIS BEDROOM - CLOSE ON CHARLENE IN BED - DAY

Charlene rubs sleep from her eyes.    Switches hands on the
phone.

                       CHARLENE
               (into phone; wary)
          Husband and wife stuff.    That's
          all.

                      NEIL (V.O.)
              (phone filter)
          He can sleep it off here.

                      CHARLENE
              (into phone)
          Thanks, Neil.

She hangs up and closes her eyes.    She hates his guts.

                                                    CUT TO:

INT. NEIL'S APARTMENT, KITCHEN - CHRIS - DAY

Is hung over. Neil brings coffee to a Formica table.
Chris's shirt from last night is ripped and his lip's cut.
He looks like hell. Neil puts his Browning on the table.

                      NEIL
          What happened to you?

      Converted to PDF by www.screentalk.org          41.


                         CHRIS
             When you going to get some
             furniture?

                         NEIL
             When I get around to it.

                         CHRIS
             My mouth tastes like a sewer.

Chris crosses to the sink and turns the dish sprayer onto
his face and the back of his neck.

                         CHRIS
                 (continuing; comes
                  down)
             Charlene's going to leave me.

Big pause.

                            NEIL
                    (quietly)
             Why?

                         CHRIS
             There ain't no steaks in the
             freezer.

                         NEIL
             With everything we been taking?

                         CHRIS
             Last trip to Vegas and the
             Superbowl took care of that.
             When you gonna get an old lady?

                         NEIL
             When I get around to it. You
             got something else on the side?

                         CHRIS
             Nothing regular.

                         NEIL
                 (quiet)
             She got another man?

                            CHRIS
             No.

                         NEIL
                 (quietly)
             You sure?

      Converted to PDF by www.screentalk.org             42.


                       CHRIS
              (rising)
          Yeah, I'm sure.

                      NEIL
          Jimmy - whatsisname - Bohunk, in
          the joint used to say: "On the
          street you wanna be makin' roves,
          you don't put anything in your
          life you can't walk out on in 30
          seconds flat if you spot heat
          around the corner."

                      CHRIS
          Jimmy Banghart. And to hell
          with Jimmy Banghart.
              (beat)
          I'd rather go ten rounds with
          Jesus Christ than fuck with her.
          But she and Dominick save my
          life, man; everyday. Everyday...

                      NEIL
          So?

                      CHRIS
          So.

Their feelings and understanding run deep.    Chris is
committed to making it work.

                      NEIL
          Taking delivery from Van Zant on
          the rest of the armored car cash.
          I gotta drop a deposit on Kelso.
          He's got a bank score.

                      CHRIS
          What about the platinum?   It's
          ready to fall ...

                      NEIL
          That goes, too. Meet me at the
          coffee shop at noon. I got stuff
          to do...

Neil slips his Browning back into his waistband.

                                                    CUT TO:

INT. HOTEL ROOM - MARCIANO - DAY

MARCIANO is Las Vegas sharp at 48: a tall, tanned,
ponytailed, middle-aged hustler and sucker for a young
chick. His phone is ringing. He answers it.

      Converted to PDF by www.screentalk.org        43.


                        MARCIANO
                (into phone)
            Hello?

INT. SHIHERLIS BEDROOM - CHARLENE - DAY

Drinking coffee, speeding.

                        CHARLENE
                (into phone)
            Alan.

                           MARCIANO (V.O.)
                   (phone filter)
            Hey!

                        CHARLENE
                (into phone)
            I've had it with him. I've had
            it. Can you get us out of here?

                        MARCIANO
                (into phone)
            Absolutely. I got a coupla orders
            to write. Meet you at 12.

EXT. HAMBURGER STAND - CLOSE NEIL - DAY

On phone.

                        EADY (V. 0.)
                (after a pause;
                 phone filter)
            Hello?

                        NEIL
            How you doing?

                                                CUT TO:

INT. EADY'S HOUSE - EADY - DAY

In an ink-stained smock.

                        EADY
                (into phone)
            Neil. I wondered when you'd
            call.

                        NEIL (V.O.)
                (phone filter)
            I been real busy.

                        EADY
                (into phone)
            Good.

      Converted to PDF by www.screentalk.org            44.


                         NEIL (V..O.)
                 (phone filter)
             Can I see you?

                         EADY
                 (into phone)
             I was worried... was just...
                 (uncomfortable)
             ...the one night. You know?

                         NEIL (V.O.)
                 (phone filter)
             Not for me it wasn't.

                         EADY
                 (into phone)
             Me either.

                         NEIL (V.O.)
                 (phone filter)
             Tonight. I'll pick you up at
             work.

She hangs up.    He wonders about doing this, puts it aside.

                                                    CUT TO:

EXT. HAMBURGER STAND, PHONE BOOTH - NEIL

Takes a deep breath. Maybe he's not sure of what he's
into. It passes. He crosses the counter.

Across the street is the Hiawatha Motel in 40's stucco and
desert pastels and Charlene's yellow El Dorado parked next
to a Lexus in front of Room 18.

                         NEIL
                 (to Cook)
             Change for a dollar?

                         COOK
             There you go, honey.

NEIL DIALS

                         TELEPHONIST (V.O.)
                 (phone filter)
             Malibu Securities.

                         NEIL
                 (into phone)
             Yeah. Van Zant.

Suddenly Neil turns because he sees.

      Converted to PDF by www.screentalk.org           45.


NEIL'S POV: ALAN MARCIANO

leaves Room 18, waves goodbye to Charlene and crosses to
Lexus.

                         VAN ZAPT (V.O.)
                 (phone filter)
          Yes?

                      NEIL
              (into phone)
          About the merchandise.    What's
          the story?

In the b.g. Marciano pulls away.

                      VAN ZANT (V.O.)
              (phone filter)
          Give me your number and somebody
          will call you right back from a
          different line to set the meet.

                      NEIL
              (into phone)
          333-6089.

He hangs up. He waits.     The PHONE RINGS. He answers. He
says nothing. He nods.     He hangs up. He crosses the street
lot to the Motel.

EXT. ROOM 18 - WIDE

Neil knocks.

                         CHARLENE (O.S.)
          Yes?

                         NEIL
          Open up.

She does. She closes her eyes, resigned to doom.    He walks
past her into the room.

                                                   CUT TO:

INT. ROOM 18 - WIDE - DAY

One unmade bed. Neil looks.At the tacky interior. He
crosses to the bathroom and turns on the water. He advances
on Charlene who's backing up.- She falls over a waste can.

                      NEIL
          Who was that guy?

                      CHARLENE
          I won't tell you.

      Converted to PDF by www.screentalk.org            46.


                      NEIL
          Listen...

Neil kicks the waste can out of the way.    It clatters across
the room.

                      NEIL
              (continuing)
          We got to know who he is!

                      CHARLENE
          Nobody, Neil! A liquor wholesaler
          from Las Vegas. Alan Marciano.

                      NEIL
          What he tell you? How connected
          he is? Get you a spot in a show?

                      CHARLENE
          I figured it out for myself!

Neil closes in.

                      NEIL
          Chris is gonna straighten it up
          with you. And you ...

                      CHARLENE
          It's too late! I'm sick of it!
          I'm sick of you.

                      NEIL
          I'm not part of your situation!

Charlene gets attentive.   She's backed into the corner and
can't get any smaller.

                      NEIL
              (continuing)
          Not anymore. And Chris has got
          two big jobs back-to-bick. You
          will give Chris this shot.
              (beat)
          After that, he fucks up, then
          okay.
              (beat)
          I will finance setting you up,
          separate, myself. Dominick will
          go with you. And my word counts.
          But right now he is puttin' it
          all on the line. So for the
          three of you, you are goin', to
          give Chris one more shot.

Neil grabs the whole lower part of her face in one hand.
His face is inches from hers.

      Converted to PDF by www.screentalk.org           47.


                      NEIL
              (continuing; quietly)
          Now that is what it is gonna be
          .

Charlene hesitates; then acquiesces.

                      CHARLENE
              (quietly)
          All right.

Neil leaves.

EXT. CRENSHAW BLVD. - HANNA'S CAR - NIGHT,

Weaves through traffic.    Horns BLARE.

                                                   CUT TO:

EXT. ZEBRA CLUB - DOORMAN - NIGHT

A muscular black man named ALPHONSE has his back to us at
the rear delivery entrance to a mall awash with Korean
neon.

                      HANNA (O.S.)
          Gimme all your money!

Hanna's jammed two fingers in his back.   Alphonse spins;
sees it's Hanna.

                      ALPHONSE
          Cuz, one day you get coldblasted
          with that shit.

                      HANNA
          Ain't gonna be you, mo-fo.

                      ALPHONSE
              (low)
          Homeboys talkin' about it.
          Nothin' solid. Just B-boy jive
          'bout outta-towners. Crew's
          from outta town. I hear
          something; I drop a dime.

                         HANNA
          You holdin'?

Alphonse flips Hanna a small vial of coke.

                         ALPHONSE
          Onna house.

      Converted to PDF by www.screentalk.org            48.


Filtering up from downstairs comes 80dB of Jane's
Addiction's cover of "Sympathy for the Devil".

                                                    CUT TO:

INT. FREIGHT ELEVATOR - HANNA - NIGHT

Descending alone uses a small, black, carbon steel sheath
knife to take two hits from the vial. He shakes off the
initial blast, pockets the vial, the doors open, Jane's
Addiction's LOUDER. We're ...

INT. ZEBRA - HANNA

Crosses through the mostly black, affluent crowd of players,
gangsters, dopesters, models and security in business suits
openly carrying and wearing headset radios. Hanna crosses
through like he owns the place, gestures to the bartender
and slides into...

INT. BOOTH - RAOUL TORENA

                      HANNA
          What do you got?

                      RAOUL
              (conspiratorial)
          This crew's ripping Porsches out
          of Orange County. Horrell, Piper
          and Voight. They're working in
          the back of a trim shop on Irvine.
          Somebody was to pay him a visit
          this weekend, they'd find a
          metallic blue Turbo...

RAOUL TORENA, Albert's brother, is a thirty-five-year-old
with crew-cut black hair and a Varri Uomo sport jacket.
WIDEN To INCLUDE Hanna.

                      HANNA
          ...lookin' for me to rid you of
          your competition?

                      RAOUL
          I'm a good citizen.

                      HANNA
          You got something to say, or
          what?

                      RAOUL
          Mi carnal: if I tell  you what I
          got to tell you, how  do I know
          you gonna do what the  fuck I
          just told you I need  to get done?

      Converted to PDF by www.screentalk.org             49.


Hanna's gaze drifts up into Raoul's eyes: it's deadly.

                      ALBERT
              (alarmed)
          Raoul, Hanna do what he say!
          That's why I reached for you..

Hanna jerks Raoul by the front of his Verri Uomo which is
being destroyed in Hanna's fists.

                      HANNA
          I'm not your 'carnal, you little
          motherfucker.
              (beat)
          And you 'know' 'cause I say so...
          after I hear what you got to
          tell me!

                       RAOUL
          Okay!   Okay...

Hanna throws him back against the bench.

                      RAOUL
              (continuing)
          This is valuable shit! I could
          get killed telling you this shit!

Low, flat and deadly:

                      HANNA
          You can get killed ... walking
          down the street...

                      RAOUL
              (whisper)
          A dude I knew in McNeil's been
          out a couple, three years.

                        HANNA
          Yeah?

                      RAOUL
          He's an action junkie. If he'd
          said nothin', I'd a thought
          nothin'. But he goes on and on
          into extra overtime on how he
          ain't been do-in' nothin' and
          then I know this cat's got
          something goin' down...

Raoul leans back in the booth, nods his head, proud of
this pearl of information. Hanna looks at Albert like
he's crazy.

      Converted to PDF by www.screentalk.org      50.


                      HANNA
              (to Albert)
          What's wrong with you? You drag
          me here to waste my time like
          this?
              (to Raoul)
          You saw a guy on the street...
          who's an ex-con?

                      RAOUL
          Yeah.

                      HANNA
          ...what do you expect for that?
          A Junior G-Man badge?

                      RAOUL
          You gonna make the call on the
          Porsches?

                      HANNA
          Are you kidding?

Hanna gets up to leave.

                      RAOUL
          I'm telling you this slick is
          double-duty! A real doubleblank
          mo-fo.

                      HANNA
          What?

                      RAOUL
          Huh ... ?

                      HANNA
          You said "slick."

                      RAOUL
          Yeah, that's what he calls people.
          "Slick."

Hanna plays it low key.   Hanna sits back down.

                      HANNA
          Tell me about him...

                       RAOUL
              (thinks)
          Six feet, built. Lotta jailhouse
          tattoos. Peacock right here.
          Probably was a shooter once Heavy
          time: Attica, Marion, could do a
          nickel or dine standing on his
                       (MORE)

      Converted to PDF by www.screentalk.org         51.


                       RAOUL (CONT'D)
          ear. He's in C-block two days,
          and in the shower some Muslim
          comes up into his face and he
          cuts the guy a new opening for a
          colostomy bag and goes back to
          shampooing his hair...
              (laughs)

                      HANNA
              (leans in)
          What's his ... name..

                     RAOUL
              (easy)
          Cerrito. Michael Cerrito.

                                                 CUT TO:

INT. CAR - HANNA - NIGHT

On the phone. The back side of downtown is a wall of light
moving past as ...

                       BOSKO (V.O.)
              (filter)
          Jacket's two inches thick.    38
          busts since 1976.

INT. LAPD, MCU OFFICE - BOSKO - NIGHT

Hanna's on the speaker phone.   Casals enters.

                      BOSKO
              (into phone;
               continuing)
          Two for murder one. Eleven for
          armed robbery. Three convictions.
          Two out of a three year beef in
          Attica. Three years in
          Statesville. Five years in
          Riker's Island off a knock-back
          to involuntary manslaughter
          Narcotics record. Methadone
          treatment. Two kids. Wife's
          named Elaine. Strictly a cowboy.

                      HANNA (V.O.)
          Who else have I got?

                      SCHWARTZ
          Drucker, Casals and me, boss

                      HANNA (V.O.)
          Bob, get on the house.
                      (MORE)

      Converted to PDF by www.screentalk.org             52.


                      HANNA (V.O.) (CONT'D)
          24 hour surveillance, title
          search, the works. Drucker and
          Casals bug the car and whatever
          else we need, remembering it
          won't be evidentiary.
              (beat)
          When he moves or sits - like in
          a restaurant.

INTERCUT WITH:

Bosko answers another phone, puts that line on "hold" as...

                      HANNA (V.O.)
              (continuing)
          I want pictures of who he moves
          and sits with. Then run makes
          on them and their cars. They
          got jackets? I want to see who
          they move and they sit with and
          give them the same treatment.
              (beat)
          Bosko. Work the neighborhood.
          Tail the wife. Look for a drop
          that could garage a work car and
          tools. That's it.

                      BOSKO
              (re: phone)
          Richie the Medical Examiner's
          holding.

                       HANNA
              (into phone)
          Conference him in.
              (clicks)
          Yeah? Richie?

                      RICHIE (V.O.)
          Vincent, can you fall by a crime
          scene on the strip? I think I
          got another one.

"Sympathy for the Devil" gets LOUDER and washes across
onto...

                                                  CUT TO:

EXT. SUNSET. BOULEVARD MOTEL AND ALLEY - NIGHT

Neon under the vapor lamps. O.S. the cacophony of horns
and sirens. Pimps and hookers crowd the background. A
crime scene area near the garbage cans is roped off. An
ambulance, black-and-whites, a Medical Examiner's van clog
the alley.

        Converted to PDF by www.screentalk.org        53.


CRANE DOWN as Hanna's car pulls in and he approaches the
Medical Examiner, RICHIE, 25-35, black, diamond earring,
gray lab coat.

                       RICHIE
               (to Hanna)
           Here's how we found her.

POLAROID - BLACK PROSTITUTE

in a nightgown, folded over the lip of a garbage can at
the waist. She's a pitiful rag doll. Someone killed her
and then threw her away.

HANNA

is too controlled.    Anger's underneath.

                         HANNA
           How old?

                       RICHIE
           Sixteen, seventeen.

                       HANNA
           How'd she die, Richie?

                       RICHIE
           Blunt instrument. Cerebral
           hematoma.

                       HANNA
           Who are they?

THEIR POV: HEAVYSET BLACK WOMAN

and two stunned young boys. She's crying and arguing with
two uniformed LAPD trying to hold her back. One LAPD is a
black woman. The heavyset woman doesn't really know what
happened yet except it's bad.

                         RICHIE (O.S.)
               (low)
           The family.

                       HANNA (O.S.)
           What the hell are they doin'
           here?

RICHIE + HANNA

                       RICHIE
               (low; shrugs)
           It's fucked up. Somebody inside
           knew the girl and called the
           family.

      Converted to PDF by www.screentalk.org           54.


Now Richie bends over the body bag on the ground and unzips
it. We don't see the dead girl. We only see Hanna. A
third uniformed officer in the background spins away.

                      HANNA
          Oh, this is nice.

                      RICHIE
          I wanted you to see this 'cause
          I got a feeling it's serial and
          gonna end up in your court.

                      HANNA
          Homicide getting anywhere?

                      RICHIE
          Nowhere.

Hanna rises. The mother's arguing with the man cop because
she wants to see. Horror and hysteria blossoming through
shock. She pushes the uniformed cop of the way. Hanna
goes to try to help. They grapple.

                      MOTHER
              (reaches out)
          Baby! Where's my baby.!

Anguish. It's a mess. The woman collapsing into Hanna's
arms. For one moment Hanna's eyes lock onto hers. He
freezes. One doesn't forget the look he sees in her eyes.

                                                   CUT TO:

EXT. DRIVE-IN THEATER - CAPRICE WORK CAR - DAY

driven by Neil to camera appears and disappears up and
down the earthwork ramps. We don't know what he's doing
in one the last drive-in theaters in California at high
noon.

WIDE FROM THE REAR

The white screen reveals its cracks and patches.

CLOSE ON ENTRANCE

A yellow full size Dodge pickup with darkened windows
enters. It hesitates and then slowly drives toward Neil -
up and the ramps between the speaker poles.

ON DODGE PICK UP

circling wide and coming up almost parallel to the Caprice.
As the driver pulls to a stop we see an envelope on the
da...

         Converted to PDF by www.screentalk.org         55.


                        NEIL
            You keep your hands in sight! I
            tell you what to do, how to do
            it.

                         DRIVER
            Yessir.   I'm just the delivery
            boy.

                        REAR SHOTS
            Of the two vehicles. Out of the
            covered bed of the pick-up a
            small man slowly slips out.

MAN

crawls under the pick-up and   Neil's car and emerges on the
passenger side behind Neil's   rear wheel in Neil's blind
spot. He inches towards the    window. He  carries a 15-shot
Colt .22 Woodsman with a huge   silencer.  He is totally
relaxed and professional.

NEIL

concentrates on the driver, who's calm.

                        NEIL
            Now, with your right hand only:
            throw the envelope in my back
            seat.

DRIVER

Starts to reach for the envelope and tosses it into Neil's
car.

NEIL

sees his eyes dart.    Neil glances at his right rear view
mirror.

NEIL'S POV: MAN

with the silenced .22.

WIDE FROM THE FRONT

Neil floors the Caprice and it catapults and bucks over
rows of ramps.

REAR SHOT - MAN

pumps SHOTS into the rear of the Caprice.

       Converted to PDF by www.screentalk.org           56.


INT. CAPRICE - NEIL

Jerks out his 9mm Browning as .22 SLUGS DRILL precise HOLES
THROUGH THE WINDSHIELD.

EXT. DRIVE-IN - VERY WIDE

Neil throws the Caprice through a skidding 180 degree turn
and accelerates toward the man who moves back towards the
Dodge pickup for cover.

INT. PICKUP - DRIVER

Panics now.   The Dodge takes off, abandoning the man with
the .22.

INT. CAPRICE - NEIL'S POV: SKY-GROUND

PITCH BACK AND FORTH, UP AND DOWN.   The Man runs, turns,
stands, and FIRES.

EXT. DRIVE-IN - PROFILE: CAPRICE AND ABANDONED GUNMAN

Who FIRES until the Caprice smashes into him.

INT. CAPRICE - NEIL

Skids around to a stop and bails out.

EXT. DRIVE-IN - DODGE PICKUP

Accelerating to the exit lane, kicking up billows of dust.

INT. PICK-UP - DRIVER'S POV - CLEAR EXIT

Until Cerrito and Chris fold out from either side of the
exit gate with shotguns. They FIRE:

                                                   CUT TO:

EXT. DRIVE-IN - WIDE

The windshield is blown out and the Driver's half into the
back seat. The car rolls over onto its side. Cerrito
FIRES into the exposed gas tank. It BLOWS UP.

NEIL

approaches the fallen Gunman and with the 9mm.   Browning
at his temple, kicks away the .22.

                      GUNMAN
              (coughs blood)
          Can I Make it?

        Converted to PDF by www.screentalk.org            57.


Neil looks at his smashed, twisted body and bleeding mouth
He's choking to death. Neil shakes his head "no."

                       NEIL
           You're all done, pal.

                         GUNMAN
           Do it.

He closes his eyes.

NEIL

aims.   FIRES ONCE.

VERY WIDE FROM THE TOP OF THE DRIVE-IN SCREEN - SUNSET

The whole landscape. Neil with      the gun heavy at the end
of his arm walks from the Gunman     to the Caprice. Chris
and Cerrito - like duck hunters     - cradle their shotguns
and cross to a Lincoln away from     the burning pickup.

                                                      CUT TO:

INT. MALIBU SECURITIES, VAN ZANT OFFICE - VAN ZANT - NIGHT

Phone rings.   Occupied, he casually answers.

                       NEIL (O.S.)
           John Van Zant?

                         VAN ZANT
           Yeah.    Who's this?

                       NEIL (O.S.)
           Neil McCauley.

Van Zant reacts, racing, trying to cover.

                       VAN ZANT
           This kid I sent to straighten
           you up on the money... didn't
           call. Is ... uh... everything
           alright?

                       NEIL
               (laid back)
           Tell you what: keep the money.

                         VAN ZANT
           What?

                       NEIL
               (slow)
           "... keep ... the ... money."

      Converted to PDF by www.screentalk.org              58.


                      VAN ZANT
              (fast)
          It's a lot of money!    What are
          you doing?

                      NEIL
              (slow)
          What am I doin' I'm talking into
          an empty telephone.

                      VAN ZANT
          I don't understand.

                      NEIL
              (matter of fact)
          'Cause there is a dead man on
          the other end of this line...

Neil hangs up. Hugh Benny has entered.       Van Zant looks at
the phone, then Hugh:

                       VAN ZANT
              (shouts)
          Who are these people?    Huh?!

                                                      CUT TO:

INT. CHINESE RESTAURANT, PHONE BOOTH - NEIL - NIGHT

Is re-dialing.

                      KELSO (V.O.)
              (phone filter)
          Yeah?

                      NEIL
              (into phone)
          You got a clean line?

                                                      CUT TO:

INT. KELSO TRAILER - CEZAR KELSO - NIGHT

In his wheelchair.   He checks a meter attached to his
telephone wire.

                      KELSO
              (into phone)
          Yeah.

                      NEIL (V.O.)
          (Phone filter) I got a delay
          dropping the $50,000.

         Converted to PDF by www.screentalk.org       59.


                        KELSO
                (into phone)
            You don't have a delay. What
            you don't have is a deal.
                (beat)
            Swing by and collect your envelope
            sometime. Goodbye.

Starts to hang up.

                        NEIL (V.O.)
                (phone filter)
            Wait a minute, pal-o!!

Kelso does.

INT. CHINESE RESTAURANT - NEIL

                        NEIL
                (into phone)
            You're going to wait for me for
            a week. I'll buy a week with
            the five. It's above and beyond
            the fifty and if I wash, you
            keep it.
                (beat)
            You're going to wait for me 'cause
            you want me to take it down.
            You know it's got better odds
            with me in.
                (pause)
            Now do we have an understanding?

                        KELSO (V.O.)
                (phone filter)
            Seven days.

CLICK.

WIDE ON ROUND TABLE

Michael and Elaine Cerrito, Chris and Charlene, Towner and
his wife ANNA - a striking black woman we'll see later -
sit around the table and sing "Happy Anniversary" to the
tune of "Happy Birthday" as a Chinese waiter brings Elaine
and Michael Cerrito a cake; Neil returns.

                        VOICES
            ...Happy anniversary to you.
            Happy anniversary dear Michael
            and Elaine. Happy anniversary
            to you.

Everyone applauds and laughs and raises glasses of plum
wine except Cerrito who drinks club soda. Elaine and
Michael blow out the candles.

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The skeleton of a steamed sea bass is in the center of the
table.

                                                  CUT TO:

INT. MEN'S ROOM OF CHINESE RESTAURANT - CLOSE ON FAUCET -
NIGHT

It's a LOUD TORRENT - TILT UP TO THREE SHOT: Neil, Cerrito
and Chris are clustered around the sink. The water runs
seemingly aimlessly. It also would drown out a bug.

                      NEIL
              (loud over water)
          We'll down platinum through Nate.
          The deal is 72% of today's quote
          on the Bourse in the New York
          Times.

                      CERRITO
              (loud over water)
          You got the black boxes for the
          alarms?

                       CHRIS
              (loud over water)
          Yeah. Towner delivered.   They're
          in the drop.

                      NEIL
              (loud over water)
          We pass by couple times tomorrow
          afternoon. Check nothing strange
          in the neighborhood. Tomorrow
          night: we take it down. You set
          on the rear door.

                      CHRIS
              (loud over water)
          I'm going to punch it...
              (beat)
          What do we do about Van Zant?

                      NEIL
              (loud over water)
          Kill him...after the score.

                       CHRIS
              (loud)
          Kelso?

                      NEIL
              (loud)
          We'll use Nate's advance off the
          platinum when I down the merch
          to pay Kelso for the bank package.

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Neil turns off the water and they leave.

                                                     CUT TO:

INT. CHINESE RESTAURANT - PLUM WINE AT TABLE - LATER

Elaine drinks. WIDEN. Michael whispers in her ear. She
smiles. Then she laughs and drapes an arm around his neck
and plants a kiss that almost knocks him over. The party,
winding down. Everyone luxuriates in the afterglow.

CHARLENE AND CHRIS

sedate, comfortable, each in separate thoughts.

                       CHRIS
               (quietly)
           You okay?

                          CHARLENE
           I'm fine.

                       CHRIS
               (arm around her)
           Makin' it happen this time...

                         CHARLENE
           I hope so.    I really hope so.

They're close for this moment: the afterglow of the dinner.

NEIL

looks at Charlene.

CHARLENE

sees and holds his look and then her attention shifts to
Elaine.

NEIL

checks his watch.     Waiter approaches Neil with the bill.

                          MICHAEL
                  (to Neil)
           Hey!

                       CHRIS
           Let me have it!

                          NEIL
               (smiles)
           I got it.

                                                     CUT TO:

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EXT. CHINESE RESTAURANT - NEIL - NIGHT

And everyone else exits from the restaurant, say their
goodbyes and go to their cars: Neil's Lincoln, Chris's
Seville, Cerrito's Sedan de Ville, Towner to a restored El
Camino. WE HEAR:   BEEP-BEEP-BEEP.

                      HANNA (O.S.)
          A goddamn convention.

We HEAR a soft FILM ADVANCE and SHUTTER.

                      CASALS (O.S.)
          Who's "slick?"

PULL BACK TO REVEAL REAR SHOTS of Hanna, Drucker, Casals
and a surveillance team on the roof across the street behind
some neon.

                      DRUCKER
          Cerrito, the wide one. He's
          hugged twice. One if he finds
          it behind the wheel wall. The
          back-up's in the firewall. We
          got their plates.

                      CASALS
          Yeah.

                      DRUCKER
          One with the hair is Shiherlis.
          Got a revolving tail and a tap
          on the house phone.

                      HANNA
              (re Neil)
          Who's the big guy?

                      DRUCKER
          First time we're seeing him.

Hanna rolls away from his line of sight and says to his
men:

                      HANNA
          Next time this crew scores?
          When they walk in that door?
          They will get the surprise of a
          lifetime.

                                                  CUT TO:

EXT. EADY'S HOUSE, DECK - TWO SHOT - NIGHT

Neil's shirt's open. Eady's in a terry robe. They've
made love. It's late. They're awake. After a moment:

      Converted to PDF by www.screentalk.org   63.


                      NEIL
              (holds her close:
               looks at her face)
          Come away with me.

                      EADY
          What?
              (surprised)
          Where?

                            NEIL
          New Zealand.

                            EADY
          When?

                            NEIL
          Soon.

                      EADY
          You're kidding.

                      NEIL
          What's stopping you?     What's
          here?

                       EADY
              (laughs)
          I don't know you.

                      NEIL
          What's to know?

                      EADY
          Are you married?

                            NEIL
                 (laughs)
          Why?

                      EADY
          Way you come and go.

                      NEIL
          I deal with state officials.
          County. Weird hours. A lot of
          traveling, entertaining.

                      (beat)
          The last thing I am is married.

There's a pause, then:

                      EADY
          You don't know me at all, Neil...

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                      NEIL
          I know enough.

                      EADY
          My father wanted me to marry
          someone in Taipei. It was like
          I was a piece of furniture: "Go
          be his wife." After I left he
          won't talk to me. Because I
          went on my own. I can't let
          people tell roe what to do again.
          And that trust comes from knowing
          someone over time.
              (avoids Neil)
          This is hard between us for me.
          Because I like you very much.

Neil looks right into Eady's face.

                      NEIL
          I have to leave. Come away with
          me.
              (beat)
          No one will ever tell you what
          to do... You'll never lose
          yourself with me.

She believes him.   So do we.

                                                     CUT TO:

INT. SOUTH LA BREA MOTEL - CLOSE ON HOOKER - NIGHT

She's a BLACK PROSTITUTE - all of 18. She looks bored and
chews gum as she puts on a rayon Japanese Kimono and exits.

ANGLE ON BED - WAINGRO

sits on the edge of the rumpled bed in his Jeans. He wears
a neck brace. His face is still swollen and bruised from
Neil's beating. His belt isn't buckled. He's in a daze.
O.S. we HEAR a TOILET FLUSH. Prostitute returns. Waingro
looks over at her:

                         PROSTITUTE
              (tired)
          Hey, baby.

                      WAINGRO
          Showed you a good time?     Huh?

                       PROSTITUTE
          Oh, yeah.   You fly. You cool.

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                         WAINGRO
             Don't lie to me. I can always
             tell when people lie to me.

                         PROSTITUTE
             I ain't lyin'! You a hot dog.
             You a cowboy. You hung like a
             horse and this was the monster
             fuck of my young life.
                 (pause)
             Now I gotta get my ass streetside.

                         WAINGRO
             You don't have a truth-telling
             style.

                         PROSTITUTE
             The fuck's wrong with you?

Waingro winds up and cracks the girl.     She knocks over a
cheap lamp and bounces off a wall.

PROSTITUTE

on her stomach on the floor, dazed. Waingro kicks her and
throws a small table at her. It smashes apart.

                          WAINGRO
                 (shouts)
             You think I'm some john? I'm a
             stone killer! I'm a sky-blue
             bad ass, bitch!

                                                     CUT TO:

INT. MIRACLE MILE BAR - ON WAINGRO - NIGHT

At the bar drinking alone. The logs of an Asian girl dance
Most patrons are Korean. BARTENDER approaches.

                         BARTENDER
                 (tired smile)
             Once again?

                         WAINGRO
                 (feeling good now)
             Sure, good buddy. Set it up.

BARTENDER

pours and Waingro knocks it back, watches the Asian dancer
and pops a five and a ten to him across the bar.

                         WAINGRO
             I'm looking to get into something.

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                       BARTENDER
              (smiles)
          Yeah? Where you been?

                      WAINGRO
          Chino, Tracy. I'm a cowboy,
          heavy-hitter. Billy Ricketts
          said to come see you.

Bartender writes on a cocktail napkin.

                      BARTENDER
          Go see this guy. This guy always
          putting guys on.

Waingro flips the Bartender a $20.

                       WAINGRO
          Thanks.

Another woman takes Waingro's eyes. He spins around on
his bar stool and grabs her arm as she passes. Big smile.
Its...

LILLIAN

Breedan's woman. She, too, is a dancer and her shift's
over. She's wearing a raincoat over tights and a sweatshirt
She jerks her arm away.

                       LILLIAN
               (heavy)
          Get your fucking hand off my
          arm!

Waingro backs way off and shrugs.    Lillian leaves.

                                                       CUT TO:

INT. LILLIAN'S CAR - LILLIAN - NIGHT

Down the Strip.   The RADIO is on.

                      RADIO ANNOUNCER (V.O.)
              (radio filter)
          Hey, hey!
              (beat)
          ...there, old aware ones, and
          you, too, my fair ones. When
          tears are falling like rain the
          groove is strictly Col-trane...

Lillian turns right up into the driveway and pulls into
Robert's Coffee Shop.

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She asks Solenko who's behind the cash register something,
then leaves, heading across the street to...

                                                   CUT TO:

INT. NARROW POLYNESIAN BAR - BREEDAN - NIGHT

A back corner, loaded, looks up.

                       BREEDAN
          Hey!

                      LILLIAN (O.S.)
          Let's go, baby.

Big drunk smile.   She helps him up and supports his weight.

                                                   CUT TO:

EXT. POLYNESIAN BAR, TWO SHOT - NIGHT

It's later. Breedan's been sick. Now he's sober. They
sit near trash barrels under a huge plaster half shell,
fishing nets and blue lights.

                      BREEDAN
          I got any left?

                      LILLIAN
          There's other paychecks. You
          blow it off. It's worth it,
          baby, cause you mess with that
          man and you be violated right
          back to San Quentin. So you got
          to handle it 'til we get you a
          different job.

                        BREEDAN
               (energy)
          Yeah. That motherfucker ain't
          invented the hard time this
          gangster can't handle!.
               (crashes)
          Why you stickin' with me, Lillian?
          Why?

Lillian stares right at him.

                      LILLIAN
          'Cause I'm proud of you.   Proud
          you my man.

                       BREEDAN
              (cracks up)
          Proud of me?
                       (MORE)

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                         BREEDAN (CONT'D)
                 (beat)
             What you proud of me for?

                         LILLIAN
                 (beat)
             Come on home.

Breedan puts one arm around her waist and they strenuously
rise.

                                                    CUT TO:

EXT. EMA PRECIOUS METALS, REAR - WIDE ON ALLEY - NIGHT

Nothing. Hold. Then the Pontiac work car cruises     the
alley. It's dark, but we recognize Cerrito driving    with
Neil in the passenger seat. Pontiac does not slow    down at
ERA, keeps going to the end of the block and turns   left.

                                                    CUT TO:

INT. EMA PRECIOUS METALS, INC. - HANNA - NIGHT

Staked out inside. With him are Schwartz, Casals, Bosko
and two uniformed policemen: BRUCE and BERRYMAN.

Bruce rearranges himself. Hanna shoots him a lock. He
stops fidgeting. Hanna looks at wall clock: 10:30p.M.

EXT. EMA PRECIOUS METALS, REAR ALLEY - PONTIAC

Cruises the alley a second time.    Again, it doesn't stop.

                                                    CUT TO:

EXT. ADJACENT ROOFTOP - CAPT. JACKSON - NIGHT

And a ten man   SWAT Team are spread out across roofs. The
men wear flack   vests and carry an array of shotguns and
assault rifles   and shotguns. Everybody Is still. CAPT.
JACKSON uses a   periscope to see over the edge:

JACKSON'S POV: ALLEY

Abandoned.

INT. EMA - HANNA'S STAKE-OUT

                         BRUCE
                 (into radio)
             Okay.
                 (to Hanna)
             Captain Jackson wants to know
             what's goin' on.

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                       HANNA
               (into his radio)
           Nothing. Clear the air.

He clicks off makes a drinking motion to...

HANNA

...who shakes his head "no." He puts a finger over his
lips meaning silence. Hanna looks at the clock. It's
12:03 a.m. Hanna takes a deep breath. He closes and opens
his eyes. They wait.

EXT. ALLEY - WIDE ON ALLEY - LATER

Nothing. Then the Pontiac with its lights off rolls
forward. Chris gets out with a salesman's sample case and
pads down the five steps to the rear entry of the jewelry
store. Chris is in a black suit and sneakers. There are
surgical gloves on his hands. The others stay in the car.

TIGHTER: CHRIS

assembles a heavy lock punch from the black case.      It's
formidable. He nods.

CERRITO

in lineman's gear  is out of the car and he quickly climbs
the telephone pole  like an experienced lineman. The
telephone pole is  next to the roof upon which Jackson and
the SWAT Team are  staked-out.

TOP OF POLE - CERRITO

arrives. He's 18 inches away from 11 cops.       Team nor
Cerrito are aware of each other.

INT. EMA, INC. - HANNA

Neither the SWAT moves his head to ease the strain: A
hearing aid receiver's in hit ear. He looks at his men.
The clock says 1:10 a.m.

Casals, leg convulses. Bruce is the worst. He writhes
with cramped muscles. Bosko's bulk doesn't move.

HANNA

gestures for Bruce to quiet down.

EXT. ALLEY - CERRITO

Maneuvers past P.G.E. gear and opens the GTE junction box.
He hangs a small suitcase over the door with three black
boxes and six alligator clips and starts searching for

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pairs of colored wires and bridging the jewelry store's
alarm circuits.

EXT. ROOF - JACKSON

Doesn't know Cerrito is there. He hears BREATHING. He's
curious. He raises his head over the edge and his eyes go
wide. WIDEN. He's inches from the back of Cerrito's head.
Cerrito twists and turns and jerks back in effort - almost
touching Jackson. Cerrito's too absorbed to sense Jackson's
presence. Jackson carefully closes his eyes and sinks
down.

EXT. EMA, INC., REAR ENTRANCE - CHRIS

He gets a nod from Cerrito.   He slams the lock punch with
a cut down sledge hammer.

ECU: DOOR

A I" circle is punched into the steel lock mechanism next
to the cylinder, exposing electrical wiring and magnetic
tumblers and "gates."

ECU: CHRIS' FINGERS

like a cardiac surgeon's, have  a balletic grace as they
manipulate the tumblers so the  groove cut in each one lines
up. As they do, a bar of metal   called the "fence" falls
into the channel created by the  lined-up gates, unlocking
the mechanism.

WIDE: CHRIS

touches the door. It swings - soundlessly - open on its
hinges.  Surprisingly, they now pack up. Neil, Chris and
Cerrito climb into the Pontiac and drive away. The door
was left wide open.

EXT. ROOF - JACKSON

                        JACKSON
                (into walkie-talkie)
            Where'd...they...go?

INT. EMA, INC. - ON HANNA

                        HANNA
                (pissed; into mike)
            Fell back to see if the alarm
            bypasses held. If they did,
            they'll be back. Stay the fuck
            off the radio!

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INT. EMA, BASEMENT - WIDE ON VAULT DOOR

Nothing. It's black. Then there's light. Neil's entered.
He illuminates the vault with his penlight.

CHRIS

sets up a heavy drill and tapes a template with drill points
marked to the door.

INT. EMA, INC. - BRUCE

Is in agony. His muscles are cramped - he rolls on the
floor trying to control himself. His head inches up, drops
back.

HANNA

calms Bruce with hand gestures.

WIDE

The clock says 2:00 a.m.

                       HANNA
               (tense whisper)
           Quiet! !

Bruce starts shaking, violently. He twists. His belt
buckle hits the floor. There is the smallest TAP. Hanna
closes his eyes.

INT. BASEMENT - NEIL

Looks up at the ceiling. Down at the floor. He thinks.
Pause. This is the first tire we've heard them speak in
this sequence.

                       NEIL
               (he decides; whispers)
           ...We walk.

                       CHRIS
               (tense whisper; re:
                the box)
           I'm 60 seconds away. It's a rat
           or something.

                       NEIL
               (whispers)
           It is not an animal sound.   We
           are out of here.

                       CHRIS
               (tense whisper)
           We need the cash!!

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                      NEIL
              (tense whisper;
               already going)
          We walk!! Now.

No argument.   Chris puts down his equipment.

They strip off and drop their surgical gloves. Chris  tosses
his shop coat on the floor. Both unpin the lapels of  what
is revealed to be dark suits with shirts underneath.  They
abandon everything. They walk out the back door and  keep
going.

EXT. ROOFTOP - ON JACKSON

                      JACKSON
              (into radio;
               whispered)
          They're leaving. Why are they
          leaving?!

ROOFTOP POV: WIDE ON ALLEY BELOW

Neil and Chris enter, approach the Pontiac with Cerrito
behind the wheel.

                      JACKSON (O.S.)
              (radio filter;
               whispered)
          I can take 'em, now!

                      HANNA (V.O.)
              (radio filter;
               whispered)
          Let 'em go.

INT. EMA, INC. - HANNA

                      JACKSON (V.O.)
              (radio filter)
          At least we got 'em on a...

For the first time in the last seven minutes we hear a
normal voice. Its LOUD.

                      HANNA
              (cuts him off; into
               radio)
          Let em go. We got nothing! Not
          even a burglary. They didn't
          fucking steal anything yet.
          Don't you get it? All we've
          got's breaking and entry.

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EXT. ROOFTOP POV: ON ALLEY BELOW

Neil and Chris are in the Pontiac.   Jackson's men are
poised.

                       JACKSON (V.O.)
               (radio filter)
           I'm not letting them walk!

                       HANNA
           The fuck you aren't! That's
           exactly what you are gonna do.
           It's my investigation. And my
           authority supersedes your rank!
           And I am not settling for some
           chicken shit misdemeanor!

Cerrito pulls away. At the end he turns on his headlights,
signals like a good driver, and turns right.

INT. EMA, INC., FIRST FLOOR - WIDE

Manna snaps off the radio.

                       HANNA
           Back to work.

Then he pitches the radio in a line drive at Bruce, barely
missing his head.

RADIO

SMASHES into pieces.

                                                   CUT TO:

EXT. GENERAL LIQUORS, LAS VEGAS - WIDE - DAY

A "Las Vegas Police Department" car pulls to the curb.
Hanna and Schwartz get out and cross the crabgrass, dirt,
and debris-filled forecourt to a cheaply constructed wood
and glass one-story building.

                                                   CUT TO:

MARCIAN0'S OFFICE - MARCIANO - DAY

Hangs up the phone.    We HEAR the DOOR OPEN.

                       MARCIANO
               (rising; big smile)
           What can I do for you guys?
           Ignores his hand and shoves him
           back into his office chair with
           an open hand.

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CLOSER

Hanna rips open Marciano's desk drawer finds a gun, unloads
it, throws it on the floor, finds a small tape recorder,
pops the tape out and tosses it to Schwartz. Then he
flashes a badge at Marciano.

                        MARCIANO
            L.A.P.D. Who the hell you think
            you're pushing around? You got
            no jurisdiction and I know people
            here!

                       SCHWARTZ
            Who? The fucking Tooth Fairy!
            So what?

                        HANNA
            You go back to Newark on a New
            Jersey warrant for smuggling
            cigarettes up from North Carolina
            three years ago or you go to
            work for us. Cut and dried.
            That...is...it.

                        MARCIANO
            Oh, my God...

                        HANNA
            Charlene Shiherlis.

                        MARCIANO
            Who?

                        SCHWARTZ
            "Who?" The stranger you been
            talkin' dirty to on the telephone
            every day for the last month.

                        MARCIANO
            You can't tie me to her!

                        HANNA
            Who has to. You're onna plane
            to New Jersey, jagoff.

                        MARCIANO
            Oh, man...
                (to himself)
            Why did I get mixed up with that
            bitch?

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                         HANNA
                 (sits down)
             'Cause she's got a great ass and
             you goT your head all the way up
             it.

                           MARCIANO
                   (defeated)
             So?

                         HANNA
             So it's no big thing. I don't
             even want her. You can have
             her, after. I want her husband
             and all his buddies; that's all.
             And you're gonna help.

                                                  CUT TO:

INT. ROBERT'S COFFEE SHOP - NEIL + CHRIS - DAY

in a booth next to the window. Out the window is morning
traffic on Beverly Boulevard. Empty coffee cups say they've
been there a while. They lean close and talk low. Neil's
explosive behind it.

                         NEIL
             LAPD? The G? What? Where the
             hell did this heat come from?

                         CHRIS
             Maybe it's only the EMA score,
             not us.

                         NEIL
                 (low)
             Wake up!
                 (beat)
             Assume they got our phones, our
             houses bugged, I beepers on all
             the cars. We got major problems..
             Where's Cerrito?

Neil looks over at the cook behind the high counter and
recognizes him.

NEIL'S POV: DAVID BREEDAN

                         NEIL (O.S.)
             Recognize the cook?

                           CHRIS
             No.

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                      NEIL
          D Block. San Q. Did a nickel on
          armed robbery.

INT. KITCHEN - BREEDAN

Grim, cold, working his ass off on five breakfast orders
simultaneously.

                         NEIL (O.S.)
          Hey, David.     How you doing?

Breedan turns, recognizes Neil and warms as if the sun
rose.

                       BREEDAN
          Hey, Homeboy! All right!
              (flips eggs; checks
               orders)
          How bout you?

                      NEIL
              (sits on counter)
          Gettin' by. You okay?

                      BREEDAN
              (embarrassed; re:
                job)
          Yeah. Temporary. Know what I
          mean?

Neil looks out and sees Cerrito.

                       NEIL
          Sure.   See you around.

INT. RESTAURANT - ON BOOTH

Neil slides in.

                      NEIL
              (to Cerrito)
          What took you so long?

                      CERRITO
              (low)
          My car. Bugs. Two of 'em.
          Count 'em. One in the wheel
          well. Second behind the fire
          wall. Night of the party? I
          dropped Elaine and swung by EMA
          to check out the junction box...

He doesn't have to say anymore.

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                         CHRIS
             Without the platinum how do we
             buy the bank score?

                         NEIL
             I cash in T-bills to pay-off
             Kelso. That's not our problem.

                         CERRITO
             What the hell happened to Van
             Zant and our 750?

                         NEIL
             With the heat we got, you wanna
             play World War Two in the streets
             with Van Zant?

                         CERRITO
             Van Zant gets a pass?!

                         NEIL
             Fuck Van Zant. I got more
             motivation to whack him than you
             do. He is a luxury. Our problem
             is: jam and take the bank or
             split.
                 (beat)
             And I mean right fucking now.
             Do not go home, pack, nothing.
             Thirty seconds from now we are
             on the road. Gone.

No answer.    Chris and Cerrito are thinking.

                         CHRIS
             For me, the bank's worth the
             stretch. I say accept the risk,
             stay.

                         NEIL
             Michael?

                         CERRITO
                 (quietly)
             I roll with you. Whatever...

                         NEIL
                 (quietly)
             Not on this one, Michael. On
             this one you make up your own
             mind.

                         CERRITO
                 (he can't)
             ...you figure this the best thing
             to do?

      Converted to PDF by www.screentalk.org        78.


                        NEIL
           I got some plans. To go away
           after. So for me, it's worth
           the stretch.

Chris is surprised.

                       NEIL
               (continuing)
           But, Elaine takes good care of
           you. You got plenty put away.
           T. Bonds; real estate. If I
           were you, I'd be smart and cut
           loose of this.

CERRITO

thinks.   The he shrugs, laughs:

                       CERRITO
           Hey. To me the action's half
           the juice anyway. I'm in.

                        NEIL
           All right.   All right.

                                                CUT TO:

EXT. WILIMINGTON OIL FIELDS - OIL PUMP - DAY

WIDEN. It's a desolate area - empty space. Off in the
distance is a manufacturing plant and a billboard. PAN
LEFT and HOLD on Cerrito's Coupe de Ville. It pulls down
the dirt access road, lurching up and down on its soft
shocks, and raising billows of tan dust. It stops. Neil -
in a gray chamois jacket over a black T-shirt - gets out.
He hasn't shaved in a couple of days. Chris and Michael
Cerrito get out the left side. They walk TO CAMERA and:

                       CERRITO
           That the place?

                        NEIL
           Yeah. You see how the road leads
           back around?

                        CERRITO
           Yeah.

                       NEIL
           That's the escape route...

VERY LONG SHOT: NEIL, CERRITO AND CHRIS

the three men point. Chris draws a map. Then they climb
back into the sky-blue Cadillac and drive away.

        Converted to PDF by www.screentalk.org           79.


                         SCHWARTZ (O.S.)
           This is it.

PULL BACK and REVEAL Schwartz with binoculars and Casals
with earphones. They had been surveilling Neil and Cerrito.
There's a tape recorder with a directional microphone in a
parabolic dish.

                        CASALS
           I know.   Let's go!

WIDER

The two men run back from their observation position to an
unmarked car parked a hundred yards behind.

                                                  CUT TO:

SAME SCENE - WIDE - LATER - SUNSET

It's later. The CAMERA PANS the empty, desolate landscape
of oil pumps, dirt roads and a solitary billboard.

                       HANNA (O.S.)
           What are they taking down out
           here?

PULL BACK to REVEAL Hanna, Schwartz, Casals and Bosko.
Hanna looks through binoculars.

                        CASALS
           They were looking at something
           southwest...

                       HANNA
           What's's that down there?

                       CASALS
           An auto parts company. They're
           going to knock over a payroll?

                       SCHWARTZ
           The company only pays by check.

                        HANNA
           Maybe they're gonna steal the
           hub caps ...

O.S. we HEAR a CLICK.

                       HANNA
               (continuing)
           A billboard. Oil pumps.     What
           the hell's goin' on?

      Converted to PDF by www.screentalk.org           80.


                      SCHWARTZ
          That's what we were trying to
          figure.

ANGLE ON HANNA

Recognition dawns.

                      HANNA
          I got an idea what they're looking
          at. You know what they're looking
          at?

Hanna turns his back on the rest of the detectives and a
big smile dawns upon his face. He raises his arms out
wide. Hanna turns in one direction, then another. Schwartz
doesn't understand.

                      HANNA
              (continuing; to
               Schwartz)
          Is that guy something; or is
          that guy something? I mean, you
          gotta give this crew credit.
          They are so fucking good...
              (beat)
          Know what he's looking at?

VERY TIGHT ON HANNA IN 3/4 REAR SHOT

The image vibrates. Hanna says more. We don't hear it.
We HEAR a CAMERA SHUTTER CLICK. The IMAGE FOCUSES and
DEFOCUSES. Another CLICK.

                      HANNA
          Us. The L.A.P.D. The Police
          Department. We just got made...

Hanna laughs.

EXT. KNOLL - L.S. HANNA - TWILIGHT

Pull back to reveal he's being surveilled by Neil. He's
been photographing Hanna with a black Nikon on a tripod
with a 1300Mm Questar Reflector lens. Neil's made his
tail. The recce in the blue Cadillac was bait. Neil half
returns Hanna's smile. He climbs into the Caprice. Cerrito
roars off, leaving a cloud of dust which billows into mauve
against the deep sky.

                                                   CUT TO:

EXT. KELSO'S TRAILER - WIDE - NIGHT

Neil comes out with Nate.   Kelso moves in his Wheelchair
and closes the door.

      Converted to PDF by www.screentalk.org              81.


They cross to Nate's Buick and get in.   Neil carries a
large, black sample case.

                                                    CUT TO:

INT. NATE'S MERCEDES - TWO SHOT - TRAVELING - DAY

Vapor lights glide past. Neil examines circuit diagrams
and architectural blueprints of the bank. Next he unfolds
a pasted-together 180 degree view of the street.

                      NATE
          Worth it?

                      NEIL
              (impressed)
          There's enough circuit diagrams
          and blueprints here to build the
          bank.
              (beat)
          It's terrific.

Neil puts the materials back in the case and snaps it shut.
Next, Nate hands Neil a thick envelope. Inside are the
pictures Neil took of Hanna and xeroxes of Hanna's
employment records.

                      NATE
          His name is Hanna; first name,
          Vincent. I smeared this sergeant
          in vice five yards. Hanna's all
          over you. He's a hot dog.
          Lieutenant in major Crimes Unit.
          He's taken down some heavy crews.
          Blew away Frankie Yonder in
          Chicago and he was a fucking
          maniac. Was working Narcotics
          before that. He's good, Neil.
          Dedicated. Divorced three times.
          Current wife's Justine. He's
          why the extra heat.
              (pause)
          Vice sergeant says Hanna likes
          you. Thinks you're some kind of
          'star.' 'You do this sharp, you
          do that sharp. Look how sharp
          this guy is to figure that.'

Neil laughs.

                      NATE
              (continuing)
          Funny as a heart attack.
              (pause)
          With this guy and this much heat,
          you should pass on the bank.

      Converted to PDF by www.screentalk.org          82.


                         NEIL
             I've had heat before.

                         NATE
             That's not the point.

                         NEIL
             This one's worth the stretch

                            NATE
             You sure?

                          NEIL
             I'm sure.   Drop me at the garage.

                                                  CUT TO:

INT. VAN ZANT OFFICE - ON VAN ZANT - DAY

He's checking a computer print-out against a ledger sheet.
He looks like he's been sleeping in his clothes. His door
opens. He's startled.

HUGH BENNY

in an iridescent gold suit no tie - sticks his head in.
He breaks the ankles of people who - for the most part -
work for a living and have fallen behind on a juice loan.
He looks the part.

                         HUGH
             Hear from him yet?

                            VAN ZANT
             Not a thing.

                         HUGH
             Maybe he went away.

                         VAN ZANT
                 (sarcastic)
             Yeah. Sure.
                 (beat)
             Not hearing bothers me more...
                 (an afterthought)
             Where's this guy?

Hugh gestures down the corridor.

WAINGRO

enters.

      Converted to PDF by www.screentalk.org             83.


                         HUGH
                 (re Waingro)
             This guy here...we put him on.
             Turns out he knows McCauley.

                          WAINGRO
             Waingro. My name's Waingro.
                 (smiles)

                         VAN ZANT
             I been living in this office day
             and night. What's with your
             friend?

                         WAINGRO
             I know all about how he thinks.
             We took some major scores
             together. He's probably busy
             right now. But he's real
             thorough. He won't forget you...

                         VAN ZANT
                 (wry)
             That's reassuring.

                         WAINGRO
             Yeah, I got some moves I could
             make here, that could be a big
             help to you...

                                                     CUT TO:

INT. HANNA CONDO - HANNA - 6:OO P.M.

enters.   he's beat.    He enters kitchen.

INT. KITCHEN - WIDE

It's a mess with dirty dishes stacked in the sink.

                         HANNA
             Justine?

No answer.

INT. JUSTINE'S BATHROOM - JUSTINE

Putting on makeup. She's dressed up: short black dress,
fish net stockings.

                         HANNA
             Where we going?

No answer.    Hanna gets it.

       Converted to PDF by www.screentalk.org           84.


                      HANNA
              (continuing; acid)
          Where are you going?

                       JUSTINE
          Out.

Hanna leaves. Then Justine looks at where he stood. Her
cold demeanor cracks, then reassembles and she lights a
roach, takes a hit, dumps it in the toilet and finishes
her makeup.

INT. KITCHEN - HANNA

starts cleaning dishes in the sink.    A DOOR CLOSES (O.S.).
He pumps Liquid Vel. It suds. Hanna    picks up a plate to
wash it. He looks at it. Pauses.      Then he SMASHES the
plate into the piles of dirty dishes   and rests on his
forearms.

                                                    CUT TO:

EXT. 405 - TRAFFIC - NIGHT

under the flight path near LAX.    We CRANE DOWN and pick up
Neil's Town Car.

                                                    CUT TO:

INT. TOWN CAR - NEIL - NIGHT

driving, looks into the rear mirror. FLASHERS hit his car
and a spotlight waves him over. He checks for helicopters.
There are none.

NEIL'S POV: ONE UNMARKED POLICE CAR

This is a routine stop.    It's early evening, rush hour.

NEIL

slips his 9mm.   Browning under his thigh and pulls over.

EXT. 405 SHOULDER - WIDE

Both cars pull onto the shoulder. Out of the unmarked
police car walks Vincent Hanna in jeans and a sweatshirt.
He approaches Neil's car.

NEIL

watches Hanna approach, wary.    He didn't expect this to
happen.

                      HANNA
          You know I'm on you.    Let's talk.

      Converted to PDF by www.screentalk.org          85.


                      NEIL
              (beat; then)
          Sure. Buy me a cup of coffee.

Hanna crosses back to his car.

                                                  CUT TO:

EXT. FOOD STAND - HANNA + NEIL - NIGHT

at a table. Headlights stream by to and from the airport:
business people, families going on vacations, people living
normal lives who have never used guns to kill people, never
experienced physical violence, some who have never been
stolen from and never steal. Surrounded on all sides by
this flow of normalcy:

                      HANNA
          Seven years in San Quentin. In
          the hole for three. McNeil before
          that.

                       NEIL
          Yeah.

                      HANNA
          Was McNeil as tough as they say?

                      NEIL
          You looking to become a
          penologist?

                      HANNA
          You looking to go back? I chased
          some crews, the guys were lookin'
          to fuck up and get busted back.

                      NEIL
          You must have worked some dipshit
          crews.

                      HANNA
          I worked all kinds.

                      NEIL
              (pause)
          You see me doing thrill-seeker
          liquor store holdups with a "Born
          to Lose" tattoo on my chest?

                      HANNA
          No, I do not.

                       NEIL
          Right.   And I...
                       (MORE)

      Converted to PDF by www.screentalk.org    86.


                      NEIL (CONT'D)
              (low threat)
          I am never going back.

The adversarial intensity is eye-to-eye.

                      HANNA
          Then don't take down scores.

                       NEIL
          I do what I do best. I take
          scores. You do what you do best
          trying to stop guys like me.
              (shrugs)

                      HANNA
          You never wanted a normal-type
          life?

                      NEIL
          What the fuck is that?    Barbecues
          and ballgames?

                      HANNA
          That's part of it.

                         NEIL
          That's nice.     That your life?

                      HANNA
          No. My wife spends half her
          time on the couch. My
          stepdaughter's got problems 'cause
          her real father's a world class
          asshole. And every moment I
          got, I'm chasing guys like you.

                      NEIL
          A man told me once: you want to
          make moves? Don't keep anything
          in your life you're not willing
          to walk out on in 30 seconds
          flat if you feel the heat around
          the corner.
              (pause)
          So if you're chasing me and you
          gotta move when I move, how do
          you expect to keep a family?

                      HANNA
          What are you, a monk?

                         NEIL
          No.
              (pause)
          I got a woman.

      Converted to PDF by www.screentalk.org          87.


                      HANNA
          What do you tell her?

                      NEIL
          She thinks I sell swimming pools.

                      HANNA
          And if you spot me around the
          corner. You gonna walk out on
          her? Leave her flat? Like that?
          Not even say goodbye?

                      NEIL
          That's the discipline.

                      HANNA
          What you're left with is pretty
          empty.

                      NEIL
          Yeah?
              (beat)
          Then maybe you and me, we should
          both go do somethin' else, pal.

                      HANNA
          I don't know how to do anything
          else.

                      NEIL
              (the shared
               confession)
          ...neither do I.

                      HANNA
          And I don't much want to.

                      NEIL
          Neither do I.

Both of these guys look at each other and recognize the
mutuality of their condition. Hanna's light laughter:

                      HANNA
          We're sitting here like a coupla
          regular fellas. You do what you
          do. I do what I gotta do. What
          happens if I am there and I got
          to put you away?
              (pause)
          I won't like it. But, if it's
          between you and some poor bastard
          whose wife you're going to make
          into a widow, brother, you are
          gonna go down. 'Cause you don't
                      (MORE)

      Converted to PDF by www.screentalk.org              88.


                        HANNA (CONT'D)
            have to be there. You coulda
            gone and been a... a mailman.

                        NEIL
            There's a flip side to that coin.
            What if you got me boxed in and
            I gotta put you down?
                (beat)
            'Cause no matter what, you will
            not get in my way.
                (beat)
            But now that we been face to
            face, I would not feel good about
            that. But I won't hesitate.
            Not for one second.

                         HANNA
                (smiles)
            Maybe it'll happen that way.    Or
            who knows ...

                         NEIL
            ...maybe we'll never see each
            other again.

They look at each other for a moment.      Neil's wry smile.

                        HANNA
                (to waitress)
            Can we have the bill.

                                                      CUT TO:

INT. HANNA'S OFFICE - HANNA - NIGHT

entering.

                        DRUCKER
            They dumped us!

                        HANNA
            What?

                        DRUCKER
            They dumped us.

                        HANNA
            I was just with him!

                        DRUCKER
            With who?

                        HANNA
            Whattaya mean, "they dumped us"?!

      Converted to PDF by www.screentalk.org              89.


                      DRUCKER
          Chris slipped his tail.      And
          Chris doesn't talk about     jobs
          with Charlene so there's     nothing
          for Marciano to get from     her.

                      HANNA
              (to Casals)
          Cerrito?

                      CASALS
          Disappeared. No calls to the
          house. Not home.

                      HANNA
          Locators on their cars?!

                      CASALS
              (painful)
          Cerrito dumped his on a UPS van.
          Surveillance tailed a UPS van to
          Oxnard.

Hanna picks up phone to call someone.

                       HANNA
              (shouts)
          They dumped all our tails?!!

                        CASALS
          Yeah.

All at the same time.   About nine p.m.

                       HANNA
              (shouts)
          I had coffee with McCauley half
          an hour ago. What happened?

                      CASALS
          Our tail saw you. McCauley pulled
          into a car wash. Car came out.
          He didn't.

Hanna's got no one to call.      He throws the phone at the
wall.

                      HANNA
          Does anybody have Any     idea where
          the fuck these people     are at?
          'Cause whatever they     are gonna
          do, they are doing it     right now!

No one does.

                                                      CUT TO:

        Converted to PDF by www.screentalk.org        90.


EXT. ALLEY - WIDE - NIGHT 1:00A.M.

We see nothing. The alley is black. We HEAR a BUZZ.
ZOOM IN to a figure in black - almost invisible. The BUZZ
becomes an intense TEARING SOUND. At the end of the ZOOM
we realize it's Neil.

                       NEIL
               (whispers)
           Got it. it's eighteen inches
           in.

CHRIS

opens his satchel and takes out a voltmeter.

                                                  CUT TO:

INT. BANK - UPPER STORAGE ROOM - WIDE - NIGHT

It's deserted and unlit. We HEAR the SCRAPING NOISE of
Neil and Chris working. SLOWLY ZOOM INTO the upper corner
near the ceiling: A row of large fuse boxes. We ZOOM INTO
the center one. A sign: "Lighting and Alarm Systems"

                                                  CUT TO:

INT. ROBERT'S COFFEE SHOP - ON NEIL - DAY

He, Cerrito and Chris sit in a back booth. No one says
anything and they wait. There's the monotonous drone of
MUSAK. Neil watches the cook behind the high counter.

ANGLE ON KITCHEN - BREEDAN

Sees Neil and nods.   Neil waves.

                       NEIL
           Where the hell's Towner? I wanted
           to pass by early. I want to
           check the slot for the work car.

Chris looks at the wall clock: 12:30.

SOLENKO

crosses to CASHIER - an old lady with red lipstick.

                       SOLENKO
               (re: Neil, Chris
                and Cerrito)
           How long those guys been sitting
           back there?

                       CASHIER
           Hour or so...

         Converted to PDF by www.screentalk.org        91.


                        SOLENKO
                (crossing to grill)
            They think this a hotel?

SOLENKO'S POV: OF NEIL, CHRIS AND CERRITO

in the booth. They're tense. Solenko doesn't know he
ought not to want to mess with them.

                        SOLENKO (O.S.)
                (tough)
            Twenty minutes, then I toss their
            asses out of here.

INT. KITCHEN - BREEDAN - DAY

flips six eggs on the grill, throws frozen French fries in
the oil, turns bacon, flips pancakes and dumps eight pieces
of bread in the toaster. Solenko enters.

                        BREEDAN
                (without turning)
            You spell me? I didn't take my
            break yet ...

                        SOLENKO
            That spic, Cisco Kid, whatever,
            didn't show. After the lunch
            rush, haul out the garbage and
            mop the back. Take your break
            later.

Breedan takes it out on the toaster handles - banging down
each one.

BOOTH - CERRITO

on his fifth coffee, looks up.

                          CERRITO
            Here he is.

TOWNER

crosses through and joins them.     He's tense.

                         TOWNER
            Hey!   I'm out! I can't go.

                        NEIL
            What are you talking about?

                        TOWNER
            Anna's got a perforated appendix.
            We took her to the hospital.
                        (MORE)

      Converted to PDF by www.screentalk.org          92.


                         TOWNER (CONT'D)
             They're operating right now.
             It's a mess. I got to get back
             there...

                         NEIL
             What the hell I do for a driver?!

                         TOWNER
             Look, I got her sister there,
             waiting at the hospital. I came
             over 'cause I didn't want to
             talk on the phone.
                 (continuing: rises)
             I got to get back. Last thing
             I'd do is let you down, Neil...

                         NEIL
             What do you call this?    Backing
             me up?

                         TOWNER
                 (tense; angry)
             I waited too long trying to get
             past today! So now maybe she
             got peritonitis.
                 (beat)
             I got to be there...

He leaves.

                         CHRIS
             What the fuck do we do now?

In answer, Neil rises and goes back into the restaurant
kitchen.

INT. KITCHEN - TWO SHOT - DAY

Neil enters.    Breedan turns.

                         NEIL
             Here comes your second chance
             for a change of luck...

                             BREEDAN
             Yeah?

                         NEIL
             Need a driver. Remember the
             drill?

                             BREEDAN
             Yeah.   When?

      Converted to PDF by www.screentalk.org               93.


                           NEIL
            To-day.

                        BREEDAN
                (looks at Solenko)
            You're on.

                        NEIL
            Out back in five.

Neil leaves. Breedan rips off his apron. Eggs are burning
on the grill. The toast is smoking - clouds billow.
Sprinklers come on. Breedan couldn't care less.

SOLENKO

races in.

BREEDAN

rolls his apron into a ball and throws it away.

                         SOLENKO
                (shouts)
            Where the fuck you going?

Breedan throws Solenko out of the way.      Solenko slips and
falls into the wet mess on the floor.

                                                      CUT TO:

INT. TOWNER'S HOUSE KITCHEN - TOWNER'S PICKUP - DAY

approaches, parks. He cuts the engine.       FOOTSTEPS.   Then
Towner enters his living room.

                           WAINGRO (O.S.)
            They buy it?

WAINGRO

is revealed leaning against the door jam to the rear
bedroom. He straightens his clothes. A baseball bat rests
against the wall.

                           TOWNER
            Yeah.

                        WAINGRO
                (buddy-buddy)
            I got to hand it to you, sport.
            You're slick, pal smart how you
            handled all this. On the ball.
            Yeah.

         Converted to PDF by www.screentalk.org       94.


He winks. Hugh Benny (from Van Zant's office) rests against
a bamboo bar with a 9mm. Beretta in his waistband.

                       TOWNER
                (wry)
            Thanks. Where's Anna?

                        WAINGRO
            She's resting. It's going down
            anyway? On schedule?

                        TOWNER
            That's right.

                        WAINGRO
                (to Hugh)
            Make the call.

Hugh crosses to the phone.

                           TOWNER
            Where's she?

                           WAINGRO
            I dunno.

                        TOWNER
            Know what happens when Neil finds
            out? To both of us?

                        WAINGRO
            I know what's gonna happen.
            Nothing's gonna happen. 'Cause I
            got it master minded. I got it
            jammed. This is solid. Take it
            from the kid.

                        TOWNER
            You hope.
                (pause)
            What do you mean, you don't know
            where she is?

Towner looks at Hugh.

HUGH

dialing the phone - stares at Towner with a blank look.

TOWNER

Fear blossoms. He races to the bathroom off the kitchen
from which Waingro entered.

      Converted to PDF by www.screentalk.org            95.


                      TOWNER
              (screams)
          Anna?

                      WAINGRO
              (following; to his
               back)
          ...showing her a good time.

We see Anna's arm on the floor. Waingro's picked up the
baseball bat he rested against the door jamb.

                                                    CUT TO:

EXT. FIRST COMMERCIAL BANK OF WILMINGTON - TRAVELING PAST
ENTRANCE - DAY

We PAN to HOLD IT. The entrance is on the street.    The
parking lot is on the side.

                      NEIL (O.S.)
          There's the slot.

PULL BACK to REVEAL we're SHOOTING from inside a Mercury
station wagon. Breedan drives. By now   we're WIDE all the
way from behind the rear seat. Cerrito  and Chris sit in
the rear. Ahead, cones block parking in  one slot.

                      BREEDAN
          Looks right. Come out the door,
          your angle takes you into the
          car. Don't have to run around
          the doors. You want them open?

                      NEIL
          No. 'Cause time is not a problem.
          And I want nothing to look weird.

                      BREEDAN
          Po-lice response time?

                      NEIL
          There is none.

                      BREEDAN
          Why?

                      CHRIS
          Cause we bypassed all the alarms
          last night.
              (continuing)
          For you this whole gig is a slow
          cruise down Hawthorne...

       Converted to PDF by www.screentalk.org            96.


Cerrito hands out women's stockings.     The men rip open the
packages and start to roll them up.

                                                     CUT TO:

INT. DIVISION HEADQUARTERS, HANNA'S OFFICE - BURGLARY
DETECTIVE - DAY

named HARRY DIETER - crosses through the corridor, taking
his tine - stopping for water and the candy bar machines -
enroute to Hanna's office.

                                                     CUT TO:

INT. MERCURY WAGON - CERRITO - DAY

Breedan at the curb on a residential street off Hawthorne
in view of the bank. Cerrito from a paper bag hands out
three H & K model 53 small machine-guns and gives Breedan
a .45 and two extra clips.

CLOSE SHOTS

Neil, Chris   and Cerrito wear their stubby weapons concealed
under nylon   shell jackets on shoulder straps. They shove
into place   the curved clips, and release the top bolts,
jacking the   first rounds into chambers.

NEIL

checks his watch.

                         NEIL
                 (with finality)
             Drop us in the slot.   Let's take
             it down.

The Mercury wagon pulls from the curb.

CERRITO

checks and he re-checks his gun.

BREEDAN

drives. Cool. Unharrassed. His own ran, performing the
simple and critical task of driving a station wagon and
obeying perfectly every single rule of the California
Vehicle Code.

EXT. - HAWTHORNE AVENUE - MERCURY

APPROACHES CAMERA. Breedan puts on the left turn signal
and for the sign. Hawthorne is crowded with housewives,
women and kids and commercial traffic.

       Converted to PDF by www.screentalk.org            97.


There's a Safeway down from them with afternoon shoppers
and newspaper racks.

                                                   CUT TO:

INT. HANNA OFFICE - DIETER - DAY

enters.

                       DIETER
              (casual)
          Hey, Casals. I got this tip
          phoned in about this bank. It
          mean anything to you?

Casals, bored, looks at the paper and explodes out of his
chair. Running for Hanna's desk:

                       CASALS
              (shouts)
          Vincent! Vincent!

                      WIDE
          Hanna comes up, coffee in his
          hand.

                      CASALS
          Commercial Bank! Wilmington!
          2:50!

They look up at clock.

THEIR POV: IT'S 2:43.

WIDE

Hanna spills his coffee and runs out without his coat.
Casals, Bosko and Schwartz follow.

                                                   CUT TO:

INT. HENESSEY AND INGALLS, STOCKROOM - CLOSE ON EADY - DAY

unpacking a box of new books.   A RADIO DRONES in the
background.

                      RADIO ANNOUNCER (V.O.)
              (radio filter;
               strident)
          This is L.A.'s all news, 24-hour,
          around the clock coverage of the
          day's local, national and
          international news, sports,
          finance and weather, brought to
          you by ...

        Converted to PDF by www.screentalk.org         98.


Eady has crossed to the RADIO and now turns it OFF.

                                                   CUT TO:

INT. APARTMENT - DOMINICK - DAY

rolls on the white rug. WIDEN. Charlene holds out her
finger and Dominick grips it like a monkey and she pulls
him up.

ANGLE

She crosses and turns an the TV without volume. A
newscaster appears. Charlene turns her back on the TV.
On all fours, she advances on Dominick. He shrieks and
laughs and crawls away.

                                                   CUT TO:

INT. BANK - ON STREET DOOR - DAY

Neil and Chris enter the street door. Chris lingers by
the guard. He reads a Rosicrucian handout. They smile at
each other. Neil approaches the window of teller JOHN
FISKE.

ON SIDE DOOR

Cerrito enters and hesitates to tie his shoe near Guard
FRANK MAGID.

NEIL

in line, waits: an old lady finishes and leaves.

                         JOHN
                 (to Neil)
           Hi!

                          NEIL
           Hi!

Can I borrow your pen, John?

                          JOHN
               (smiles)
           Sure thing!

John reaches into the side jacket pocket.

NEIL

pulls his stocking mask down over his face. He reaches
over the counter and grabs smiling John Fiske's lapels and
yanks him over the counter top and throws him across the
floor. Meanwhile:

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                       CERRITO
           Say, Frank...?

Magid turns. Cerrito saps him expertly on the right
shoulder, paralyzing his gun arm, spins him and swipes the
sap across his neck. Meanwhile:

CHRIS

has smashed Guard One in the stomach with the H & X -
doubling him up. Now he braces him against the wall,
disarms and handcuffs him. He jerks on his stocking mask.

WIDE - THE BANK

There are two FEMALE TELLERS and four CUSTOMERS. Neil
moves toward the bank Officers at their desks, specifically,
while bringing up his H & K.

                       NEIL
               (very nicely)
           Ladies and gentlemen!  We are
           holding up this bank.
               (continuing)
           We want to hurt nobody.  You do
           exactly like we say and you come
           away okay. We're here  for the
           bank's money, not your money...

TIMMONS

with Neil approaching, frantically stomps the alarm button
under his desk.

                       NEIL
           ...you people behind the windows:
           the salaries this bank pays aren't
           big enough to take risks for, so
           think of your take-home pay before
           you risk your life.

FACES

of Tellers and customers. Scared, but Neil's monologue
holds their attention. Throughout he's approaching Timmons.

                       NEIL
               (to customers -
                like a commercial)
           ...don't forget your money is
           insured by the Federal Government.
           You're not going to lose a penny.
           Relax and you'll get through
           this okay.
                       (MORE)

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                         NEIL (CONT'D)
                 (nice)
             Any of the ladies feel ill or
             anybody with heart trouble wants
             to sit down, go right ahead.

He smiles.

NEIL

reaches Timmons.

                            NEIL
                 (smiles)
             The key.

                            TIMMONS
             What key?

Neil slams a punch into Timmons' face in calculated contrast
to his friendliness. It's an object lesson to customers
of the result of disobeying. Timmons flips backwards over
his chair.

NEIL

hauls him up, rips open his white shirt and pulls the key
an a lariat off his neck.

                         NEIL
             Don't touch your face.   Let it
             bleed.

The white shirt is already splattered with blood.        Customers
watch. They do not want this to happen to them.

CERRITO

pulls a straight razor and leans over Guard Magid. He
slits his pants leg and pocket open and extracts the other
key and it.

PAN 0N KEY

through the air and is caught by Chris.        throws Timmons'
key. PAN it to Chris.

CHRIS

spins the ring handle for five seconds. The massive round
vault door opens. It reveals a second, rectangular door.

CERRITO

handcuffs Magid.    handcuffs Timmons to his chair.

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INT. VAULT

Chris inserts both keys, turns them simultaneously and the
second massive door opens inward.

LOW ANGLE: STEEL INNER SANCTUM

Inside is the four-wheel cart and the two large canvas
bags of money. WIDEN TO REVEAL Neil is there as well and
opens the Hefty Garbage bag while Chris whips out an Exacto
blade and slices the canvas bags open to check the contents.

THE CANVAS BAG

disemboweled, spills money. Lots of it.    Chris loads both
into two Hefty bags Neil holds open.

NEIL

tosses one on his shoulder like a sailor's duffle bag, his
machine-gun in front...

                                                   CUT TO:

EXT. BANK - WIDE FROM FRONT - DAY

Cerrito exited the bank via the side door and now moves
quickly TO CAMERA up the side - his stocking mask off -
his H & K low, concealed.

NEIL

exits the bank through the front door TO CAMERA. The
sidewalk is crowded with school kids now and housewives.
No one pays attention as Neil tosses the first bag to
Cerrito...

                                                   CUT TO:

INT. HANNA'S CAR - HANNA, SCHWARTZ + BOSKO - DAY

racing  in and out through the Hawthorne Boulevard traffic
to get  past cars. Drucker and casals follow in a second
car.   No sirens. Schwartz drives. The bank is seen 200
yards  ahead..

                          SCHWARTZ
             Too many people. This isn't how
             to handle it
                 (shouts)
             Vincent! Fuck this crew! Let
             'em go!

CLOSE: HANNA

has to decide.

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HANNA'S POV: CERRITO'S

dumped the FIRST BAG in the station wagon and Neil's
reentering the bank for the SECOND BAG.

HANNA

as car pulls in.

                        HANNA
                (to Bosko)
            Left flanking fire.   street.

He made the decision.

                                                    CUT TO:

EXT. BANK AND STATION WAGON - CERRITO - DAY

awaiting bag number two. Breedan - calm and alert - IDLES
THE ENGINE in Drive while braking with his left foot.

PROFILE:

NEIL

coming out with the second bag. Chris follows - backwards
covering the interior. Neil avoids a lady pushing a
supermarket shopping cart, looks up and SEES:

NEIL'S POV: HANNA + SCHWARTZ

entering rapidly but surreptitiously 50 yards down the
sidewalk. Bosko's moving 90 degrees to the right, crossing
the street. There would be no, there was no, and there
never is any, warning. Neil Hanna and Schwartz with 12-
gauges OPEN FIRE. World War III ERUPTS. Now we hear
distant POLICE SIRENS.

CHRIS

is hit in the neck.

NEIL'S

FIRING 3-SHOT BURSTS that blow up Schwartz and a lamppost
and hit a woman who falls over her shopping cart, shrieking.
Hanna's behind the lamppost.

BOSKO

across the   street with his AR-180, opens up on the station
wagon which   takes HITS. A  BLACK AND WHITE slides sideways
and COP #1   with a shotgun runs across the street hollering
at kids who   stop and stare and drop school books.

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                         COP # 1
            Drop!   Drop down!

CERRITO

over the station wagon roof FIRES a BURST at Bosko, then
swings onto Cop #1 and fires, killing him. Cerrito jumps
into the wagon.

THE STREET - WIDE: A BUS

The driver panics and slams on his brakes and his bus full
of people stalls in the combat zone between Bosko and the
wagon.

                        BOSKO (O.S.)
                (screams)
            Get the bus out of here..

NEIL

shielded by the green bag of money which has taken hits,
FIRES at Hanna and backs to Chris.

HANNA

pulls Schwartz to cover.

CHRIS

dazed - holding his bleeding neck while Neil FIRES into
the parking lot...

PARKING LOT

...hitting Casals getting out of his car.    Casals sits
down as if stunned.

MAN

pulling his car out of the lot ducks behind the wheel and
crashes it into a parked car.

EXT. BANK - CERRITO

                        CERRITO
                (to Neil)
            C'mon! C'mon! C'mon!

Neil can't rake it through the incoming FIRE from Hanna
and Cop #2 to the station wagon and Cerrito and knows it.

                        NEIL
                (to Breedan and
                 Cerrito)
            Go!! Go!!

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ON STATION WAGON

Breedan floors it.

HANNA

re-emerges, kneels and PUMPS SHOTS into the station wagon.

BOSKO

rounds the bus with the AR-180 and OPENS UP

STATION WAGON

draws everyone's FIRE.    Breedan ducks and pilots it through
the gauntlet.

NEIL

has taken off down the sidewalk, supporting Chris. TIGHTEN.
He runs in among crowds of civilians. He knocks over a
man, breaks through. People are screaming, staring,
shocked.

INT. STATION WAGON - BREEDAN

getting BLOWN APART by Hanna, Bosko, and Cop #2 falls over
the wheel and then is thrown back.

EXT. STREET - STATION WAGON

tires are BLOWN OUT.

It spins across the street on steel rims and crashes
sideways into a parked car on the east side of Hawthorne.

INT. STATION WAGON - CERRITO

shot three times, holds his abdomen and bails, returning
FIRE. Breedan, like a rag doll is half over into the rear
seat and still being hit by more rounds. We HOLD on David
Breedan. He's dead.

                                                    CUT TO:

EXT. SIDE STREET - CERRITO

east up a side street past people who stand on their lawns
and stare - traumatized.

WIDER

Bosko and Cop #3 chase Cerrito. Cerrito FIRES a long BURST.
They can't fire back because of the people.

                                                    CUT TO:

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EXT. SAFEWAY - TRACKING NEIL + CHRIS - DAY

and the money - running, skipping and dodging past all
manner of pedestrians, newspaper coin boxes, fruit vendors
and parking meters. People dodge, scream and fall down.
It's chaos.

TRACKING HANNA

a half block behind, chasing Neil - pushing through the
same people.

                        HANNA
                (shouts at
                 pedestrians)
            Get down! Get down

EXT. SAFEWAY PARKING LOT - NEIL + CHRIS

Neil - supporting Chris - throws a lady, who was getting
out, back into her Olds Cutlass. He dumps Chris and the
money in the back seat and turns on Hanna.

NEIL

extends the collapsible stock braces on the roof for
accuracy and FIRES over the roof of other cars and through
people at Hanna closing in 5o yards away.

                                                  CUT TO:

EXT. SAFEWAY - HANNA + CIVILIANS

who panic. SHOOTING. Windows EXPLODE. A lady holds her
ears and shrieks. A newspaper coin box SHATTERS. A man's
bag of groceries explode milk and eggs everywhere. He
goes down.

HANNA

doesn't have a clear shot and drops, dragging people down
with him.

NEIL

behind the wheel - burns rubber pulling out of the lot
over curbstones and through a fence into the alley.

EXT. ALLEY - WIDE

Suddenly Neil drives very normally and jerks the lady
upright next to him like a wife. He drives away.

HANNA

runs to the alley - pulling his radio:

        Converted to PDF by www.screentalk.org        106.


                        HANNA
                (into radio)
            This is Hanna!
                (no response; shakes
                 it)
            Come in...

No response. Dead batteries. He throws the radio at the
Safeway wall: SMASH. And runs up the alley. Meanwhile:

                                                   CUT TO:

EXT. SIDE STREET - WIDE - DAY

Cerrito runs TO CAMERA through kids playing in a front
yard, looking over his shoulder at Drucker and Bosko who
can't fire because of the kids.

CERRITO

up a girl out of the yard.

                        CERRITO
                (nice)
            C'mere, honey.

She's the   same age as his own daughters. He holds her to
his chest   with one arm as a shield against Drucker and
Bosko. He    FIRES a wild THREE SHOT BURST running up the
sidewalk.    Meanwhile:

EXT. ALLEY - HANNA

emerges,   cuts right. He brings up his 9mm. Smith and
Wesson.    He slows. He stops. Hear his BREATHING. WIDEN
and PAN   AROUND. Cerrito is running right at Hanna and
doesn't   see him.

OVER HANNA'S SHOULDER: CERRITO'S

attention on Drucker and Bosko. Cerrito FIRES. The little
girl sees Hanna because he's aiming the 9mm. directly at
her with both hands. She stares into his eyes.

CERRITO

turns, sees Hanna. He starts swinging around the H & K on
its shoulder strap..

HANNA

FIRES ONCE.

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WIDE - CERRITO

is hit dead center in the forehead and topples backwards
like a felled oak. The little girl falls half on and off
his dead chest, screaming.

WIDE - HANNA, DRUCKER + BOSKO

get to Cerrito simultaneously.      Bosko pulls the girl up
and turns her away.

BOSKO

takes the girl and folds her into his bear-like chest. He
carries her off. He holds onto her and wraps his jacket
around her. Tears stream down his face.

HANNA

standing there in the center of the mess: bodies, disabled
vehicles, people, shouting, SIRENS arriving, etc.

                                                      CUT TO:

INT. DR. BOB'S DOG AND CAT HOSPITAL SURGERY - CHRIS - DAY

is unconscious on the table. BOB, a veterinarian of 55 in
a white coat and bald head, works on him. DOGS BARK O.S.
from the kennels.

A CLAMP CLATTERS into the bowl. Chris moans in a dry rasp
and convulses. Bob motions to Neil to hold Chris'
shoulders.

NEIL

holds Chris down.

                           BOB (O.S.)
            Bottom tray.

With one hand Neil gives Bob a tray of syringes.

WIDE - THE SURGERY

Bob's back obscures a series of injections into Chris'
neck and shoulder.

It's a veterinarian surgery and the metal table Chris is
an is for holding down dogs. Long leather straps aren't
buckled. There's pictures of cocker spaniels on the walls.
Spent syringes CLATTER into pans.

                                                      CUT TO:

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INT. DR. BOB'S OFFICE - DR. BOB - DAY

washes his hands in the sink. Neil sits on his desk.     A
tv plays news footage from Bosnia.

                      DOC
          Blood loss and shock and he'll
          have a lot of pain in the shoulder
          and back, but I'll give you
          quarter-grain phials of morphine.
          Subcutaneous injections.

                      NEIL
              (nods)
          What's the bottom line?

                      DR. BOB
          Missed the carotid artery by
          millimeters. There is mostly
          tissue damage. And the collar a
          bone's smashed. Can he rest
          awhile?

                      NEIL
          Six, seven hours.   What do I owe
          you?

News coverage switches to scenes from the robbery with the
commentator in a window.

                      DR. BOB
          It's got to be twenty thou.

                      NEIL
          What is this?

                      DR. BOB
          You're number one with a bullet
          on the six o'clock news. It's
          at least double the risk. So
          I'm doubling my price.

Neil opens a shopping bag and stacks packets of bills.
News coverage switches to sports and weather.

                      NEIL
          You're wrong. It's four times
          the risk. 'Cause something happens
          to him, I'm coming back for you.
          And I'm double the worst trouble
          you ever had.

Bob looks at Neil's eyes and believes it.

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INT. SURGERY - CHRIS - DAY

on his stomach, breathing heavily.

                        NEIL
            I'll be back for you.

                        CHRIS
                (a little dazed;
                 rasp)
            Charlene? Get her out!

                        NEIL
            First, I got to know if our escape
            route got ratted-out along with
            everything else.

                          CHRIS
                (rasps)
            Who...

                        NEIL
            Who wasn't around Towner.

Chris hacks, coughs; Neil helps him spit into a steel pan.

                                                  CUT TO:

EXT. HAWTHORNE - WIDE - SUNSET

It's the taped-off crime scene where Michael Cerrito
dropped. News media are all over. Spectators mill.
Emergency vehicles FLASHERS spin. Motorcycle cops re-route
traffic.

ANGLE

The battered Mercury wagon is still in situ, being dusted
by two TECHNICIANS for prints. We HEAR a car pull in o.S.
and.

                        ELAINE (O.S.)
                (screaming; shouting)
            Get out of my way!
                (shrieks; sobs)
            Michael. Michael. Michael.
            Michael!!!

ELAINE CERRITO

knocks over a Uniformed Cop and runs down the sidewalk to
the chalked outline of Cerrito's body on the cement and
lawn.

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CLOSER

Another cop moves to stop her. She dodges him. Disheveled,
screaming, hysterical - she throws herself on the bloodied
ground Michael Cerrito died upon and clutches at the outline
drawing of his body and blood stains as if it were him.

NEWS CAMERAMAN

with lights moves in and tapes her. A Police woman tries
to help Elaine up. Elaine bats her away.

                                                  CUT TO:

EXT. ROBERT'S COFFEE SHOP - ON LILLIAN - NIGHT

enters from the coffee shop and crosses the street TO
CAMERA.

                                                  CUT TO:

INT. POLYNESIAN BAR, DOOR LILLIAN - NIGHT

enters. A TV mounted high in the corner BROADCASTS the
news with the SOUND OFF. A Man in a motorcycle jacket
plays the pinball machine. It CLICKS, bells RING, lights
FLASH.

LILLIAN

crosses to the bar and leans over.

                        LILLIAN
            Say, bartender... ?

BARTENDER

rings up a sale, changing a $20.

                        BARTENDER
            In a minute, lady.

Lillian waits. Behind and above her the Newscaster cuts
from Last coast storms to coverage of the bank robbery
aftermath: bullet holes in windows, Cerrito's body,
Breedan's body, etc.

LILLIAN

sees none of it.   Then: impatient:

                        LILLIAN
                (shouts to Bartender)
            You seen that fella I pulled out
            of here the other night? Big
            fella with a beard?

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More robbery aftermath plays across the screen.

BARTENDER

at end of bar. Finishes with the customer.       On his way to
Lillian he turns up the TV volume.

                        TV ANNOUNCER (V.O.)
            ...dead were Michael T. Cerrito,
            Caucasian male and the driver,
            an unidentified black male in
            his early 30's, who died enroute
            to St. Vincent's Hospital...

As the bartender reaches her - WIDEN TO INCLUDE Lillian.
She stares at the television - stunned - at seeing David's
face on the paramedic stretcher in a FREEZE FRAME.

                        BARTENDER
                (to Lillian)
            What can I get you, ma'am?
                (she says nothing)
            Lady, you okay.

She stares at the TV and holds onto the deep polished grain
of the bar.

                                                      CUT TO:

INT. SHIHERLIS APARTMENT - WIDE - NIGHT

Charlene ignores Dominick playing at her feet as she watches
the news coverage of the bank robbery with her hand over
the mouth.

CHARLENE

rises, picks up Dominick, crosses to the phone. She punches
11 digits. We HEAR the phone RING on the other end.

                        MARCIANO (V.O.)
                (phone filter)
            Yeah.

                         CHARLENE
                 (into phone)
            Harry? If you want me, Come
            right down and get me and Dominick
            out.

                        MARCIANO (V.O.)
                (phone filter; eager)
            Sugar. I'll catch the 8 o'clock
            and rent a car. I'll be there
            at your place in two hours.
                        (MORE)

       Converted to PDF by www.screentalk.org              112.


                         MARCIANO (V.O.) (CONT'D)
           Get packed.    Okay? I'll be right
           there.

Charlene hangs up.   The PHONE RINGS again.     She doesn't
answer.

                                                      CUT TO:

INT. TOWN CAR - NEIL - NIGHT

on the phone.   No answer.   He hangs up.

                                                      CUT TO:

INT. MARCIANO HOME - MARCIANO - NIGHT

WIDEN TO INCLUDE Las Vegas uniformed Cop and a
PLAINCLOTHESMAN who's risen put of his seat. A tape
recorder's attached to the telephone.

                       PLAINCLOTHESMAN
           Let's get you on that plane.

                                                      CUT TO:

EXT. TOWNER'S HOUSE - ESTABLISHING - NIGHT

The white frame house with one palm tree in front on the
hilltop overlooking downtown L.A. No lights are on. It's
sinister.

                                                      CUT TO:

INT. TOWNER LIVING ROOM - ON WINDOW - NIGHT

It's gray muslin drapes blow   in TO CAMERA on the night
wind. SLOWLY we TRACK LEFT    into the draperies and shadows.
it's eerie. Suddenly a face    is there. It's Neil, flattened
against the wall, his .45 in   his hand.

WIDE

Neil FLASHES his penlight around the room.      Nothing.

INT. TOWNER BEDROOM - DOOR

It opens silently. Neil's cautious, sweeping his .45 into
the corners, clearing them. He looks around. There's a
wallet with money and scattered clothes. It means they
haven't split.

INT. TOWNER KITCHEN - LOW

Neil - cautiously - enters. Nothing.      O.S. we HEAR WATER
RUNNING from another room. TIGHTEN.

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Neil works his way to the SOUND.     He crosses to the bathroom
off the kitchen.

INT. TOWNER BATHROOM - ON NEIL

through the crack in the door. He starts to push it open.
Something blocks it. The water SOUNDS are LOUDER. Neil
shines his light INTO CAMERA.

NEIL'S POV: WIDE - ON THE FLOOR

Towner is near death, beaten to a pulp. Something or
someone is in the shower stall. Blood's all over.

ANOTHER ANGLE

Neil uses his penlight. He puts a towel under Towner's
head. Towner's face - against the white octagonal tile
floor - is a mess. He opens his eyes. TILT UP to Neil.

                            NEIL
          Who?

                      TOWNER
              (whispers)
          Made me...Anna...?

Neil crosses to the shower stall and looks in.    He comes
back to Towner.

                      NEIL
              (grim)
          She's dead...
              (beat)
          So's Cerrito and Breedan...the
          guy who stood in...for you.
              (beat)
          Who did this...?

                      TOWNER
              (whispers)
          They had Anna.

                            NEIL
                 (Softly)
          Who?

                            TOWNER
          Waingro.

                        NEIL
          Waingro?    On his own?

     Converted to PDF by www.screentalk.org            114.


                      TOWNER
              (whispers)
          Uh-uh. For someone.     The other
          worked for...said...

Coughs and shakes his head.    He doesn't remember the name.
Neil thinks. Then:

                        NEIL
          Van Zant?

Towner nods his head.

                      NEIL
              (continuing)
          You sure?

                      TOWNER
              (nods; whispers)
          Uh-huh.

                      NEIL
          You say anything about our exit?
          Our out?

                      TOWNER
              (whispers)
          ...don't remember.    I...

                        NEIL
          C ' mon!

                      TOWNER
              (implores; whispers)
          Neil...Neil...I don't think so.

Neil can't get a straight answer.

                      NEIL
              (low)
          The house clean?

Towner nods.

                      NEIL
              (continuing; rising)
          I'll call the medics.

PAN RIGHT with Neil.    He turns off the water in the sink
and leaves.

                                                    CUT TO:

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EXT. PUBLIC PHONE IN GAS STATION - NEIL - NIGHT

The freeway's nearby. Traffic ZOOMS past. It's all
concrete, public toilets, and green vapor lights.

                      NEIL
              (quietly; into phone)
          ...Nate.

                      NATE (V.O.)
          You on a cellular?

                        NEIL
                (into phone)
          No.

                      NATE (V. 0. )
              (phone filter)
          A brick house on Swallow Drive
          in Bel Air.

                      NEIL
              (quietly; into phone)
          Next: Waingro. Okay?

                      NATE (V.O.)
              (phone filter)
          You got the time...?

                      NEIL
              (into phone)
          I'll make time.
              (beat)
          I need a new "out" laid on.

                      NATE (V.O.)
              (phone filter)
          Do you know it's blown?

                      NEIL
              (into phone)
          How can I trust it?

Hangs up. Neil drops another quarter and dials again.
After a moment.

                      EADY (V. 0.)
              (phone filter)
          Hello?

                      NEIL
              (into phone)
          Things are screwed up. You're
          not flying out after me. We go
          together.
                      (MORE)

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                         NEIL (CONT'D)
             You and me got to straighten
             something up first. I'll be by
             later.

                         EADY (V. 0.)
                 (phone filter)
             What's wrong? Neil?

Neil hangs up.

                                                     CUT TO:

EXT. VAN ZANT HOUSE, FRONT DOOR - WIDE - NIGHT

Neil enters directly from the front door and RINGS the
bell. It's a $3,000,000, 70's modern. Neil puts his finger
over the peephole. After a few moments:

                                                     CUT TO:

INT. HOUSE - VAN ZANT - NIGHT

can't see. Tries light switch. Nothing.       He puts his ear
to the door to hear if someone's there.

                          VKN ZANT (O.S.)
             Who is it?

No answer.

EXT. HOUSE - NEIL

kicks the door in.

INT. HOUSE - VAN ZANT

goes flying back.

NEIL

is four feet away. The big .45 Automatic is aimed into
the center of Van Zant's chest.

                          NEIL
             Waingro.   Where is he?

                          VAN ZANT
                 (shouts)
             How the hell should I know?

Neil pulls the trigger: TWO LOUD SHOTS blow Van Zant back
into his foyer. He slides 15 feet across the highly
polished black and white tiled floor. Neil walks away.

                                                     CUT TO:

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EXT. L.A. CENTRAL MARKET PARKING LOT - WIDE - NIGHT

Porters wheel huge loads of fruits and vegetables and sides
of beef. Massive semi's pull through the lot.

                        NEIL (O.S.)
          How much?

                        NATE
          $165,000.

                      NEIL (O.S.)
          That's a rip-off.

ZOOM onto cars parked side by side facing opposite
directions: Neil's Lincoln and Nate's Cadillac. They talk
car-to-car.

                        NATE
          You want   a good getaway and you're
          hot with   a big score in your
          pocket.    You're a media event.
          What the   fuck do you expect?

                      NEIL
          What do I get for those dollars?

                      NATE
          You end up in Ireland with good
          papers and plastic.

                        NEIL
          Via what?

                      NATE
          Lear jet to Vancouver. Then
          commercial to Reykjavik; then
          Dublin.

                        NEIL
          Reliable?

                        NATE
          For those   bucks? 100 per cent.
          I got the   plastic on me. The
          passports   will be on the plane.
          Who's the   third?

                      NEIL
          A girl. With her own papers.
              (takes cards)
          What are these good for?

                      NATE
          Forty-five to sixty days.

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                        NEIL
          How soon?

                      NATE
          Twenty-four hours.

                      NEIL
          Make it twelve.

                       NATE
          You're going for an important
          ride. If they say twenty-four
          for it to be right, then it's
          twenty-four!

                      NEIL
          You checked all around?

                      NATE
          All around.
              (beat)
          You and I go way back, kiddo, I
          bought you the best.

Neil says nothing.    Then:

                      NEIL
          Where's the pick-up?

                      NATE
          Santa Monica Airport. They're a
          legit operation. I won't have
          details until tomorrow morning.

He hands over a small briefcase.

                      NATE
              (Continuing)
          What is it?

                      NEIL
          Kelso's share. Ten per cent.
          $400,000. That's less the 50
          advance. The other bag was with
          Cerrito.

                                                   CUT TO:

INT. LAPD CORRIDOR - ON HANNA, DRUCKER + FARINA - HAND
HELD

They're moving fast down the corridor.   Hanna is throwing
everything into motion.

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                      HANNA
              (to Farina)
          You stick with the Charlene
          Shiherlis piece.

                      FARINA
          Marciano's on a plane in here
          from, Las Vegas to pick her up.
          We got a house I set..

                      HANNA
          Maybe Chris or Neil will come
          for her. Frankly, I doubt it.
              (to Drucker;
               continuing)
          You work Neil's transport from
          here on the phones.

                      DRUCKER
          McCauley's gotta be gone. He
          hadda have a getaway planned.

                      HANNA
          And now he's gotta get a new
          one! Would you trust it after
          this afternoon?
              (beat)
          Someone, somewhere's agenting it
          for him. That's a main track.
          We got Shiherlis setting up.
          That's a main track. I want
          more.

                      FARINA
          How much time we got?

Hanna turns toward a door.

                      HANNA
          Eight, ten, twelve hours. For
          him to set up a new out. After
          that? He's gone. Bam! Bye-
          bye.

Hanna exits through the door.

                                                  CUT TO:

INT. INTERROGATION ROOM - WIDE - NIGHT

Hanna and Drucker enter. Bosko's there with HARRY DIETER
the burglary cop who gave Casals the tip on the bank job.

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                        HANNA
                (to Bosko; sarcastic)
            He's the burglary cop with the
            "terrific tip?"

                           BOSKO
            Yeah.

                           DIETER
            Who are you?

                         HANNA
            Hanna.   Where'd it come from?

                        DIETER
                (defensive)
            I got my informants.      Just like
            you got...

Hanna kicks a chair out of the way and bounces Dieter up
against the wall. Bosko starts to restrain him.

                        HANNA
                (explodes)
            I got Schwartz. Dead. Casals
            got no liver. He's dying. Don't
            come on to me with "confidential
            source" crap!

He slams Dieter into the wall.

                         DIETER
                (shouts)
            Hugh. Hugh Benny.       He gives me
            tips...!

Hanna's gone.    Bosko follows.

                                                      CUT TO:

INT. HUGH BENNY'S APARTMENT -FRONT DOOR - NIGHT

HOLD. Then it EXPLODES      off its top binges and hangs
disabled. Hanna comes      through with the cut down sledge
hammer. He's backed up      by Bosko and Berryman - another
middle-aged heavyweight     - with a regulation 12-gauge.

REVERSE - LIVING ROOM - HUGH BENNY

himself a heavyweight, races across the room for the rear.
Hanna tackles him.

BOSKO

hauls Hugh up, kicking, punching and bouncing him off the
walls. Hugh swings at Bosko.

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Bosko knocks it aside, and spins him to Hanna.    Hanna throws
him into the bathroom.

INT. BATHROOM - BENNY

crashing in. Hanna throws him through the shower door
into the bath tub. Hugh's cut.

                       HANNA
              (shouts)
          Who ratted-out McCauley?     C'mon!
          Who? You?

                                                    CUT TO:

EXT. MARINA DEL RAY CONDOS - NIGHT

Farina gets out of an unmarked car with   Charlene Shiherlis
and a sleeping Dominick and they cross   into the building.
It's a rough cedar, two-story studio.    A second car empties
four cops - including Cop $4 and Cop #5   - carrying flack
vests and M-16's. As they confer about    positioning...

                                                    CUT TO:

INT. SECOND FLOOR APARTMENT - CHARLENE - FIGHT

enters and sees Marciano already there.    Surprised:

                      CHARLENE
              (screams)
          Whose side are you on?

                      MARCIANO
          I'm on yours.

                      CHARLENE
          You slimy piece of shit.     What a
          joke.

                      MARCIANO
          You told me you want out from
          under? You're scared to death
          of Neil. You wanted out? This
          is out!

                      CHARLENE
          What's your end?

                      MARCIANO
          You dump broad! How'd I get
          into this?

                         FARINA
          Hey, hey!     Go easy on the lady!

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                           MARCIANO
                   (surprised)
            Huh?

                        FARINA
            You heard me. She had a rough
            ride.
                (beat)
            Go mix her a drink. Cabinet
            above the sink.

                           MARCIANO
            Fuck her.

                        FARINA
            Get the fuck in there!

Marciano does. Charlene seems to soften and relax and
take satisfaction at Marciano's put-down.

                        FARINA
                (continuing; soft)
            He's right. And you know it.
            You think you'd be betraying
            Chris?

                           CHARLENE
                   (right to his face)
            Yes.

                        FARINA
            Well, you're right. You would
            be. But if you don't betray
            Chris, you betray Dominick.
            Because he becomes an orphan
            when you go to prison as an
            accessory 'cause you got no living
            parents to take him. Then he
            ends up state-raised and fucked
            for life. Your son Dominick's
            innocent. He didn't choose a
            life like that. Chris did.

Charlene rises and crosses to a bedroom and looks in the
door - presumably at Dominick.

                        FARINA
                (continuing)
            Give up Chris. You get off clean.
            Do it for your kid.

Charlene sits - shell-shocked - dressed in black with white
face and red lipstick. Marciano re-enters with a drink
for her.  Charlene looks towards the bedroom containing
Dominick, then nods her head "yes." Farina dials a number.

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                       FARINA
               (continuing; into
                cellular phone)
           Vincent. It's me. We're set
           here. She'll make the call.

Charlene dials a number into the regular phone.   Then:

                       CHARLENE
               (into phone)
           I'm going to give you an address
           of where I'm staying. Could you
           get it to Chris?

                                                   CUT TO:

INT.   HUGH BENNY'S APARTMENT - HANNA - FIGHT

                       HANNA
               (into phone)
           Okay.

He hangs up. Redials Drucker. In the b.g. Hugh Benny is
handcuffed, soaking wet and half-conscious on the floor.
Berryman watches him.

                       DRUCKER (O.S.)
           M. C. U.

                       HANNA
               (into phone)
           It's me. Tracks back to this
           union guy, Van Zant. He had
           some beef with Neil. Neil already
           settled it. Van Zant got dead
           earlier tonight.
               (pause)
           Now Hugh Benny has reformed his
           wayward life and become a born-
           again good citizen. So, he's
           revealed the key player is this
           cowboy Waingro. Used to be part
           of Neil's crew. Waingro committed
           a double murder today on Towner,
           a driver, and his old lady.
               (pause)
           Meanwhile Waingro's checked into
           the Airport Hyatt House under
           "Jamieson." Maybe Neil will make
           a move on him, but not likely.
               (pause)
           Get the word to bailbondsmen,
           bookies, snitches in County,
           etc. where Waingro is. And get
           a team down there to set it up.

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                      DRUCKER (V.O.)
              (phone filter)
          Want me to do it?

                       HANNA
               (into phone)
          No. You stay on who's agenting
          Neil's getaway. What have you
          got?

                       DRUCKER (V.O.)
              (phone filter)
          Nothing yet.

Hanna hangs up.

                       HANNA
              (to Berryman)
          He's here. He's still here.    I
          can feel it.

                      BERRYMAN
          For how long?

                      HANNA
          Eight, ten hours max.

                                                   CUT TO:

INT. EADY'S HOUSE - EADY - NIGHT

was in bed. Now   she answers the door. The bamboo shades
are partly raised  revealing the L.A. basin - the city of
light. She wears   a red and black Japanese kimono. Neil
McCauley enters.   Eady stares at him as he crosses to the
fridge and drinks  from a bottle of club soda.

                      EADY
              (quietly)
          What did you do?
              (re TV)
          Was that you?

                      NEIL
          It's what I don't do.
              (beat)
          I don't sell swimming pools. It
          would have been okay. You would
          have flown out after. You didn't
          need to do a thing. Now I'm
          jammed. We got to go together.
          Because we get dropped in a place
          and then I decide: New Zealand
          or Brazil or Tunisia, whatever.
          I can't leave a string back here
          to where I am.

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                      EADY
              (confused)
          What.

He realizes he's way ahead of her.

                      NEIL
          I rob and steal for a living.
          Do you understand?

                       EADY
              (amazed)
          You killed people?

                      NEIL
          If they got in the way.    Yes.
          It's their problem.

                      EADY
          The woman on the grass...where
          her husband got shot..

                      NEIL
          Elaine Cerrito.
              (pause)
          Michael Cerrito's wife. Michael
          was my friend. He knew the risks.
          He didn't have to be there. He
          coulda been a...been a mailman.
              (he stops)

                      EADY
          I don't believe it.

                        NEIL
          Believe it.

She stares at him.

                      NEIL
              (continuing)
          Eady. Get packed.     Get dressed.
          Let's go.

Eady runs out the door.

                                                  CUT TO:

EXT. HILLSIDE - WIDE - NIGHT

Eady - in her black and red kimono - tears up the steep
hillside of golden fountain grass TO CAMERA from her house
on the side of the hill. We HEAR her BREATHING.

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                        NEIL
                (after her)
            Eady! !

ANOTHER ANGLE

She keeps going.   Neil catches her and she falls into the
grass.

CLOSE - TWO SHOT

                        EADY
                (explosively
                 hysterical)
            Why you do this to me!    What I
            do to you?!

                        NEIL
            Shut up!

She does.   She goes totally blank.    Neil picks her up.

                                                      CUT TO:

INT. EADY'S HOUSE - WIDE - DAY

It's morning.    Eady's affect is flat, robotic.

                        NEIL
                (soft)
            Use these credit cards. They
            say "Mr. and Mrs." I reserved
            the car. Buy me some clothes.
            Here's a list. I can't go home
            for my stuff. Can you do it?

                        EADY
            When's it over?

                        NEIL
            Twenty-two hours. Then we fly
            out of here...clean.

He kisses her.    She doesn't respond.    She stares at him.

                        EADY
            I want you to let me go.     When
            will you let me go?

                        NEIL
            You can go now. There's the
            door, you want out...

                        EADY
            No, I have to do what you say.
            But will you let me leave after?

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                        NEIL
            It will be different...

She starts to leave.    Neil stops her.    She glances at him
and leaves.

                                                       CUT TO:

INT. CAR - HANNA - DAY

driving.

It's morning.    He's been up all night.

INT. HANNA CONDO - HANNA - DAY

entering door.

COOKING SOUNDS.    He stops.    Frozen.

FARINA'S POV:

A MAN

on his sofa watching his TV.      His name is RALPH.

                        JUSTINE (O.S.)
                (ignorant of Hanna's
                 presence; to Ralph)
            It's ready...

JUSTINE

enters, sees Hanna.

                       JUSTINE
                (cool)
            Oh. Meet Vincent.

                        RALPH
            Excuse me. You didn't tell me
            you were...

Ralph sees Hanna's 2" .38 in his waistband.

                        RALPH
                (continuing)
            Oh, my God...

                        HANNA
            What's your name?

                         RALPH
                (frozen)
            I should....Ralph...I'm...

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Hanna's reaction to Ralph is vacant of emotion.

                      HANNA
          I'm Vincent Hanna.

                      JUSTINE
          Don't you even get angry?

                      HANNA
              (to Justine)
          I'm angry.
              (to Ralph)
          Ralph, you can ball my wife.
          You can lounge around her $1.7
          million condominium on her sofa.
          You can do all those things.
          But you do not get to watch my
          fucking TV...!

Hanna lifts it off the table, spilling framed pictures.   A
commercial segues to a quiz show.

                      HANNA
              (continuing; to
               Justine)
          I've never screwed around. I've
          been true blue to you since the
          day we met.

                      JUSTINE
          It would have been preferable if
          you had! You made me do this!

                      HANNA
          Right I had Ralph fuck you 'cause
          it makes me feel so good.

                      JUSTINE
          Put down the television. You
          look ridiculous.
              (he doesn't)
          Dr. Prince says I'm trying to
          get your attention. Christ! I
          have to pay someone to figure
          out my life with you.

                      RALPH
          Maybe I should...

                      HANNA
          Shut up!

                      JUSTINE
          Why's it my job to figure it all
          out and explain it to you?

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                      HANNA
          'Cause you're the one who spends
          all the time on the couch.

                      JUSTINE
          And what do you do?

                      HANNA
          What do I do? I speak the English
          language. Words. Sentences
          even.

                      JUSTINE
          How admirable: proletarian candor.

                       HANNA
          Thank you.

                      JUSTINE
          Except you don't say a damned
          thing. You neglect me. You
          don't call. I can worry about
          you or not. So I withdraw. You
          don't notice. You're walking
          through our life chloroformed,
          Vincent. Wake up. It's almost
          over.

She unplugs the TV. The image Hanna's holding dies.   Hanna
looks at her and leaves.

                                                  CUT TO:

EXT. DR. BOB'S DOG AND CAT HOSPITAL, KENNELS - WIDE - DAY

Basset Hounds BAY. Nate, Neil and Chris walk between the
cages of parked pets - all of whom make a RACKET. The
talk loudly over it. Chris' left arm is in a canvas sling.
His hair has been cut short. He looks different. Dogs
BARK throughout.

                      NATE
          I got Cerrito's share deposited
          in the Delaware Trust for Elaine.
          She's pretty bad...
              (pause)
          Passports. Traveler's checks.
          Plastic.
              (hands them over)
          Hangar 17. Plane call letters
          are 1011 Sierra. Touches down,
          holds for five minutes and splits.
          The plane will stand an FAA check.
          Filed flight plan. The works.
                      (MORE)

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                      NATE (CONT'D)
              (to Chris)
          Here's the address Charlene said
          she was at. But I don't have
          documents for her.

                      CHRIS
          I'm not flying. I'm drivin'.

                      NATE
              (looks at Neil; to
               Chris)
          Fly. Send for her later.
              (to Neil)
          Can't you talk to him?

                      NEIL
          I been trying.

                      NATE
              (to Neil)
          Talk to you in three hours in
          case there's changes.

Nate leaves.

NEIL + CHRIS

                      NEIL
          Use the Camaro. Its clean and
          will stand a DMV check.

Registration in the glove box.

                      CHRIS
          How you getting around?

                      NEIL
          Someone's picking me up.

                      CHRIS
          A girl on the side?

                       NEIL
              (laughs)
          See you, cowboy.

                      CHRIS
          So long, brother.

They embrace.   Neil slaps the side of his face slowly -
and leaves.

                                                   CUT TO:

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INT. MERCEDES 560 SL, TRAVELING - NEIL + EADY - DAY

                       EADY
               (driving)
           Clothes are in the trunk.

                          NEIL
           Any trouble?

                        EADY
           No.   When's it over?

                       NEIL
           Six hours. 8 p.m.

She stops for a red light - a little sharply.

                       NEIL
               (continuing)
           I'll buy you lunch. Everything's
           smooth. We're going to fly
           away...

Neil looks for Eady's reaction: no response.

                                                  CUT TO:

INT. FARINA APARTMENT - WIDE DAY

FARINA'S

been up all night and looks it. Bags of take-out food and
coffee containers litter the table. Dominick crawls over
and up Farina's leg.

Charlene comes over. Farina picks Dominick up and makes a
face and growls. Dominick laughs. Charlene smiles and
takes him. Phone RINGS. Farina takes it, listens. Then:

                       FARINA
               (into phone)
           Not a thing. What about you?

                                                  CUT TO:

INT. HANNA OFFICE - WIDE - DAY

Hanna, Drucker and Bosko - more all-nighters with one day
growths - pore through files and hang on phones.

It's frantic.    Hanna's on with Farina.

                       HANNA
               (into phone)
           Someone's agenting Neil's stuff?
                       (MORE)

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                     HANNA (CONT'D)
          Who? The Tooth Fairy? Talk to
          you later.

Hanna hangs up.   He thinks for a second.

                      HANNA
              (continuing; suddenly
               to Drucker)
          ...how did Charlene get the Marina
          address passed to Chris?

They come up out of their chairs and Hanna's punching
numbers. He's furious.

                      HANNA
              (continuing; to
               Drucker)
          I don't believe I didn't think
          of this.
              (into phone)
          Farina?

                                                  CUT TO:

EXT. SAN DIEGO FREEWAY, PHONE BOOTH - NEIL - TWILIGHT

Green vapor lights have ignited on the freeway behind them.
Neil drops the quarter and dials. Eady sits in the Mercedes -
waiting. Behind them streams of cars and headlights pass
by. We HEAR a PHONE RING.

                      NATE (V.O.)
              (phone filter)
          Yeah?

                      NEIL
              (into phone)
          Hi ya.

                      NATE (V. 0.)
              (phone filter)
          You okay?

                      NEIL
              (into phone)
          Yeah, Breedan's end?

                       NATE
              (phone filter)
          Still can't find nobody. It's
          in the Delaware Trust. You tell
          me later what to do. And about
          your ride. No changes. Right
          on schedule.

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                       NEIL
               (into phone)
           Okay...

Starts to hang up...

                       NATE (V. 0.)
               (phone filter)
           By the by: I heard your pal is
           checked into the Airport Hyatt
           under "Jamieson"...if you still
           care...

Neil doesn't answer.

                         NATE (V.O.)
               (continuing; phone
                 filter)
           I figured you wouldn't waste the
           time.

In the background Eady turns on the radio and watches Neil
in the phone booth and rests her chin on her hand on the
door.

                        NEIL
               (into phone)
           You figured right.
               (smiles)
           Take it easy, old man.

                        NATE
                (phone filter; laughs)
           You take it easy. Be careful,
           huh?

Neil hangs up and turns to Eady.    He stands there.    He
nods.

                       NEIL
               (to Eady)
           That was the last bridge.

Eady looks away.

NEIL

gets in and hugs her desperately. It's the most emotional
we've ever seen him. Eady responds not at all. Neil lets
her loose.

                                                       CUT TO:

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INT. NATE'S STOREFRONT TAX OFFICE - NATE - DUSK

hangs up - still  smiling. Behind him - out the    window -
two cars SCREECH  to a halt. Hanna's the first    one out.
Bosko and Drucker  are in the second car. Guns    drawn, they
bust into the Tax  office. As they come through    the door:

                                                     CUT TO:

INT. HANNA'S CAR, TRAVELING WIDE ON REAR SEAT - NIGHT

Nate's handcuffed behind his back between Hanna and Bosko.

                        HANNA
            He blows out of here, you'll do
            his time. I want...

                        NATE
                (shouts back)
            Screw what you want.    Who the
            fuck are you?

                         HANNA
                (shouts)
            Your worst nightmare.    Hard time,
            Nate!

                        NATE
                (shouts back)
            I ain't looking at shit, and you
            know it! So don't con me.

                        BOSKO
                (grabs Nate; to
                 Hanna)
            I'll work him...

                        NATE
                (shouts at Bosko)
            Go ahead!

                        HANNA
                (to Bosko)
            Don't touch him!
                (to Nate)
            Accessory. Armed robbery and
            murder one. Dealing stolen
            merchandise and securities. You
            agent for Neil. At least the
            armored car and bank. Everything
            I tie him into, I tie you into.
            Two cops dead. Other bodies on
            the sidewalk. You understand
            that kind of heat? You fucking
            get it!

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                         NATE
          Neil who...?

                                                    CUT TO:

INT. DIVISION, BOOKING ROOM - TRACKING ON - NIGHT

Hanna dragging in Nate followed by Drucker and Bosko. A
Booking Officer's in front of a cage. Hanna throws Nate
at the cage.

                      HANNA
              (shouts to Drucker)
          Book him on Accessory to Armed
          Robbery, Murder One, A.D.W., and
          Trafficking Stolen Merchandise.
              (shouts at Nate)
          The Nazi's in Quentin will turn
          your ass into a satchel. You're
          an old man. Gimme Neil!

                      NATE
              (shouts back)
          What I'll give you is so many
          false arrest lawsuits, you won't
          have time to write traffic
          tickets!

Nate's dragged away.

                                                    CUT TO:

INT. HANNA'S OFFICE - HANNA - NIGHT

with Drucker and Bosko - enters and kicks a chair out of
the way.

                      HANNA
          Get me Farina.

Drucker punches in the number.

                      DRUCKER
          Can we put Nate away?

                      HANNA
          With a staff of five or six
          marshaling physical evidence for
          six months after two years' worth
          of continuances...maybe he'll do
          18 months. Won't fucking happen.
              (to Bosko)
          Check the bait.

                         BOSKO
          Waingro?

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                        HANNA
           Yeah.   At the hotel.

Bosko starts dialing. Drucker hands Hanna the phone with
Farina on the other end.

                                                     CUT TO:

EXT. PACIFIC PALISADES CLIFFS - TWO SHOT- TWILIGHT

The sun is setting beyond Point Dume. Neil and Eady are
at the edge of the sea cliff. He checks his watch. He
looks cut at the sky. He wears clothes Eady bought.

POV: SANTA MONICA BAY

The swells rock a few small boats near the reef: PAN RIGHT.
The sun is gone. The sky To the LEFT the bulk of a 747
rises over the ocean slowly, as if gravity didn't exist.

                       NEIL
           Look over there.

EADY

watches screaming gulls swirling below against the water.

                        NEIL
               (talks to the back
                of her)
           I don't even know how to think
           like this...cause this has
           happened to me late in my life.
           But I got some expectations.
           For us. You can walk right now
           if you want. Walk away. Or
           you...on your own...you choose
           to come with me. I got enough
           in there to take care of us for
           forever.

There's no response.

                       NEIL
               (continuing)
           Eady.

She turns and looks into his eyes.   He touches the side of
her face.

                       NEIL
               (continuing)
           Eady?

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She folds into his arms and they stand there against the
darkening sky and red cirrus.

                                                   CUT TO:

EXT. MARINA - WIDE ON ALLEY FROM ROOF - TWILIGHT

Neil's Lincoln driven by Chris enters and parks near six
guys playing shirts and skins under two spotlights. He
winces from the pain. His arm is in the sling. He looks
at the piece of paper Nate gave him and looks up TOWARDS
CAMERA at the address. He doesn't get out of the car.

                      COP #6 (V.O.)
              (radio filter; matter
               of fact)
          Richie. A possible moved into
          the zone.

                      COP #5 (V.O.)
              (radio filter)
          We got him.

                      FARINA (V.O.)
              (radio filter)
          I copy.

PULL BACK TO REVEAL we're SHOOTING FROM the roof of the
apartment building DOWN onto the alley and in the
FOREGROUND, prone on the roof is COP #5 in flack vest with
an AR-180 rifle with a nite-site scope aimed at Chris.
Two buildings away is Cop #4.

                                                   CUT TO:

INT. HANNA'S OFFICE - WIDE - NIGHT

Hanna's on the phone.

                      FARINA (V.O.)
              (phone filter)
          Got a live one.

                      HANNA
              (into phone)
          I'll hold.

                                                   CUT TO:

INT. SECOND FLOOR APARTMENT - FARINA - NIGHT

WIDEN TO INCLUDE Charlene, two cops and Marciano (very
nervous). Farina folds away from the window and sets down
the phone - off the hook. -

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                        FARINA
                (to Charlene)
            C'mon, sugar: show yourself

                        MARCIANO
                (to Charlene)
            Do it!

                        FARINA
                (to Marciano)
            Shut up!!

Marciano fades back. Charlene sits frozen to the spot.
It's as if the pressure had battered her into a stupefied
tranquillity.

                        FARINA
                (continuing)
            One second at the window.   Then
            it's all over...

                        CHARLENE
            looks at Farina. She slowly
            crosses to the window. Marciano
            has faded to the back of the
            room.

                                                      CUT TO:

EXT. ALLEY - CHRIS

looks up.

CHRIS POV: CHARLENE

looks down at Chris - deep into his eyes.      She's disturbed.
She's unsure. Then she decides.

CHRIS

looking up into Charlene's open face from inside the
Lincoln. He starts to get out. Then he sees...

CHARLENE

And we TILT DOWN her body to her hand at her side. Her
hand subtly waves him away, gestures towards the roof.

INT. APARTMENT - REAR SHOT ON CHARLENE

                        CHARLENE
                (irritated)
            For Christ's sake...that's not
            even him. That's not Chris.

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EXT. ALLEY - WIDE ON CHRIS

turns to basketball players.

                      CHRIS
              (loud; tight)
          Any of you guys know anything
          for rent around here?

                      BASKETBALL PLAYER #1
          Alberiz's grocery on Dell Avenue
          got cards on the wall.

He dribbles and fakes a hook shot and passes.   Chris starts
to look down the alley.

                      FARINA
              (radio filter)
          Unit two. This is command.
          Take him at the street. Check
          him out.

INT. APARTMENT - WIDE

                      UNIT TWO (V.O.)
              (radio filter)
          10-4.

Charlene crosses back to her chair. Farina stares at her
unsure. Marciano re-enters and paces idly.

                      MARCIANO
              (worried)
          Where the hell is he?

                      CHARLENE
              (taunts him)
          Maybe he's not coming.

                      MARCIANO
              (explodes)
          You better hope he shows! Or
          you're going to the can, you two
          dollar...

Farina grabs Marciano, spins and slams him into the wall.

                      FARINA
              (shouts at cop)
          Get him the hell out of here!

                      UNIT TWO (V.O.)
              (radio filter)
          Command.

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                      FARINA
              (into radio)
          Yeah?

                       UNIT TWO (V.O.)
              (radio  filter)
          This guy's  John Pearson. Valid
          I.D. car's  registered to one
          Bukowski.   Ran a make to DMV.
          It's clean.   So's the car.

                      FARINA
              (into radio)
          Let him go.

Farina clicks off the radio and picks up the phone.

                      FARINA
              (continuing; to
               Charlene)
          Want a cup of coffee while we
          wait, Mrs. Shiherlis?

                      CHARLENE
              (sad smile)
          That would be nice.

Farina dials. Charlene closes her eyes. it's like she
sees the gray institution of a women's prison. She shuts
her eyes tighter to make the vision go away. Tears start
flowing.

                                                    CUT TO:

INT. HANNA'S OFFICE - HANNA - NIGHT

                      FARINA (V.O.)
              (phone filter)
          False alarm, Lieutenant.

Hanna hangs up.   He dials another number.   It rings.

                                                    CUT TO:

INT. HYATT HOUSE LOBBY - DESK CLERK - NIGHT

DESK CLERK/COP - in hotel blazer - answers the phone.

                      HANNA (V.O.)
              (phone filter)
          What's the score?

                      DESK CLERK/COP
              (into phone)
          On this Waingro?
                      (MORE)

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                        DESK CLERK/COP (CONT'D)
            I just told Bosko. Zero.
            Nothing's happening.

                                                  CUT TO:

INT. HANNA'S OFFICE - HANNA

hangs up.

                        HANNA
            You know what?
                (beat)
            Neil's gone. Bam!   Flyin' like'
            a bird.

                         BOSKO
                (jumps up)
            C'mon! How do you know?   We
            still got...

                        HANNA
            What do we got?
                (as if to Neil)
            Bon voyage, motherfucker, you
            were good.
                (low)
            I'm going to the hotel. I'm
            gonna take a shower. I'm gonna
            sleep for a month.

                                                  CUT TO:

EXT. POLICE PARKING L0T - HANNA - NIGHT

gets into his Olds with his TV set still on the front seat
and pulls out, laying rubber.

                                                  CUT TO:

INT. CAR - HANNA - NIGHT

stops sharply for a red light. The TV bounces against the
dash. Hanna looks at it. It's idiotic. He drops the car
into park, opens the passenger door.

WIDER - HANNA'S

foot comes up. He braces his back against the driver's
door and kicks the TV set out of the car.

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EXT. STREET - THE TV SET

SMASHES onto the pavement. Passengers at a bus stop stare
at Hanna. The light changes green. Hanna pulls away.

                                                     CUT TO:

INT. HOLIDAY INN: HANNA'S ROOM WIDE - NIGHT

It's empty. Out the windows the mustard Hollywood glare
stays low into the building.

ANGLE - A SHADOWY FIGURE

surreptitiously moves through the room examining things.
It's a woman and in rear shot she is naked. We HEAR a key
in the lock. She turns: it is Lauren.

DOOR

opens. Hanna - disgusted - tips off his clothes and throws
them at the furniture. He turns on the shower and goes
in. He didn't see Lauren.

INT. SHOWER - HANNA

under the water, half opens his eyes and just stands there.

LAUREN'S BARE LEGS

enter the bathroom and quietly slide the shower curtain.
Hanna doesn't hear her.

HANNA + LAUREN

from the front.    He's oblivious.   She's behind him.

ANGLE

She does two things: she runs her hands across his stomach
and says:

                        LAUREN
            ...Daddy?

Hanna, terror-stricken, swings around and Lauren, screaming,
starts assaulting him.

WIDE

They slip in the tub and crash onto the bottom. Hanna can
barely restrain Lauren who has the strength of someone in
a psychotic episode.

                                                     CUT TO:

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EXT. CHILDREN'S HOSPITAL - BLACK AND WHITE - DAY

Code 3, pulls up and Justine runs out and sees:

JUSTINE'S POV: HANNA CARRYING LAUREN

out of a police ambulance wrapped in a towel like a baby.
His face is scratched and bleeding.

She struggles, but bent double in his arms, she's
immobilized. Attendants rush at them with a stretcher
with restraining belts. Hanna shoulders them aside and
races into emergency.

                                                   CUT TO:

INT. EMERGENCY CORRIDOR - TRACKING HANNA WITH LAUREN AS
JUSTINE - DAY

catches up.

                      HANNA
              (to Lauren)
          You're gonna be okay, baby.
          Your mommy and me are here.
          Everybody's here. We're going
          to take care of you. We love
          you...

Lauren relaxes in his arms, carried like a baby; and tears
stream down her face.

JUSTINE

one arm locked around Hanna - trying to see her daughter.
Then Lauren goes wild again and Hanna tightens.

                      ORDERLY
          Let me take her.

                       HANNA
          I got her.

                      DOCTOR
          Watch her tongue!

                      HANNA
          She's not epileptic!   This isn't
          a seizure.

                      DOCTOR
              (to nurse)
          5 mg of Thorazine.

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HOSPITAL WAITING ROOM - HANNA + JUSTINE - LATER

his arm around her.    She leans back against him.

                      HANNA
          You okay, baby?

She shrugs. Then she moves closer to him and be pulls her
into his shoulder.

                                                     CUT TO:

INT - MERCEDES - NEIL + EADY - NIGHT

Neil drives.   He's pensive.   He sees the "Hyatt" sign.

                      RADIO ANNOUNCER (V.O.)
              (radio filter)
          Hey there, old aware ones, and
          you, too, my fair ones ...

Neil KILLS THE RADIO.

                        EADY
          What is it?

                        NEIL
              (lies)
          Nothing.

He turns the RADIO BACK ON.

                      RADIO ANNOUNCER (V.O.)
              (radio filter)
          Brought to you this fine day
          which is A-okay!

The Mercedes is in the left. Suddenly Neil pulls across
three lanes and shoots up an offramp - fast. Neil checks
his watch.

                      NEIL
          I got this errand to run that I
          forgot.

                      EADY
          The airport is right there.    Is
          there time?

                      NEIL
              (continuing)
          Sure. It's a thing I got to
          take care of... is all.

                                                     CUT TO:

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EXT. HYATT HOUSE HOTEL - WIDE ON FRONT - NIGHT

A lot of traffic and lights. Neil drives the Mercedes
past the front and turns left at the corner into a dark
side street on the side of the hotel. He parks.

                       NEIL
               (getting out)
           Leave it running.

NEIL

crossing the street in his dark suit towards the hotel's
side entrance.

                       NEIL
           ...be right back, Eady.

He waves without looking.

                       EADY
               (worried)
           Neil...?

Some employees exit.

                                                  CUT TO:

INT. OFFICE - ON PAINTERS - NIGHT

Two house PAINTERS and all their gear are in an empty office
in front of a big picture window. Out the picture window
across the street is the Hyatt House. They're not painting.
They're playing gin on a cardboard box. Maybe they're on
their break.

CLOSE ON ONE PAINTER

He has a Nite vision light accumulater scope and looks
across at the hotel.

PAINTER ONE'S POV: STREET + MERCEDES

with Eady, exiting employees and Neil slips in the side
door.

PAINTER ONE

pans his scope up the hotel.

                       PAINTER TWO
           What's going on?

                         PAINTER ONE
           Nothing.    He's watching TV.

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PAINTER ONE'S POV: ROOM 1403 + WAINGRO

across the way.   He watches TV with his feet up.

PAINTERS

are police - Waingro's surveillance team.

                       PAINTER TWO
           We going to finish this game or
           what?

                                                    CUT TO:

INT. LOCKER ROOM - NEIL - NIGHT

crosses to a desk and red wall phone near some lockers.
The place is abandoned.

                        OPERATOR (V.O.)
               (phone filter)
           Hyatt House.

                       NEIL
               (into phone; familiar)
           Hi. It's the kitchen again.
           A... "Jamieson" ordered a BLT
           and they got his room number
           screwed up.

                       OPERATOR (V.O.)
               (phone filter)
           They're always doing that.
               (beat)

                       NEIL
               (into phone)
           Thanks, love.

Neil starts ransacking the lockers.

                                                    CUT TO:

EXT. HOTEL - EADY - NIGHT

in the Mercedes. Waiting. She stares at something strange.
WIDEN: it's her hand. It spasms. She grabs onto the
steering wheel to make it stop.

                                                    CUT TO:

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HOTEL LOCKER ROOM - NEIL'S

found a Hyatt security uniform.   He puts on the short jacket
and San Brown belt and hat.

                                                     CUT TO:

INT. HYATT HOUSE, LOBBY - SERVICE DOOR: NEIL - NIGHT

enters and crosses to the elevators.   He glances to his
left.

NEIL'S POV: DESK CLERK

talks on his police radio.   TILT DOWN.   A 9mm.   Beretta is
under the counter top.

NEIL

continues to the elevators. It says he KNOWS Waingro is a
trap. He knows the LAPD are here. He's come for him
anyway.

                                                     CUT TO:

INT. SERVICE ELEVATOR - NEIL'S HAND - NIGHT

punches 14. PAN AROUND to Neil. The elevator rises. He
pulls his .45 and checks that there's a round in the
chamber. He slips it back into his waistband, cocked and
locked.

                                                     CUT TO:

INT. HOTEL, 14TH FLOOR ELEVATOR LOBBY - DOORS - NIGHT

slide open. Neil emerges. He does two things. He wedges
the ash tray to hold open the elevator door. Then, he
smashes the glass and sets off the fire alarm. Immediately
a SIREN SOUNDS. The building's elevators - except Neil's
descend. We HEAR:

                       PA (V.O.)
           A fire has been reported. Please
           leave your rooms now. Proceed
           down marked fire exits. Use the
           staircases. Do not use the
           elevators. This is NOT a drill.
           A fire...etc.

                                                     CUT TO:

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INT. APARTMENT - ON PAINTERS - NIGHT

                       PAINTER ONE
               (still looking)
          Yeah. Whyn't you call out for
          pizza? Sausage, peppers,
          onions...
               (suddenly)
          Hey.

                         PAINTER TWO
              (ready)
          What?

                      PAINTER ONE
          That chick on the ninth floor
          got naked and she's pressing
          herself against the glass again.

                      PAINTER TWO
              (crosses to window)
          Let me see.

Painter One looks through the scope. He looks down at the
ninth floor and laughs. Then he looks away and sees
something else:

PAINTER TWO'S POV: ROOM

Waingro goes to a drawer, pulls out a gun and starts towards
the door.

                         PAINTER TWO (O.S.)
              (shouts)
          Oh, boy...!

                                                     CUT TO:

INT. HOSPITAL WAITING ROOM - HANNA WITH JUSTINE

                      OPERATOR (V.O.)
              (PA system)
          Lt. Hanna. Telephone. Lt. Hanna.

Hanna crosses to the nurse's station.    TIGHTEN.   He answers:

                      HANNA
              (into phone)
          Fuck McCauley. You handle it.
          Call Bosko and Drucker in. Get
          me at the hospital after.

JUSTINE

watching Hanna, heard the conversation.

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HANNA

rejoins her and takes her hand. He looks at her and then
at the floor. He puts an around her.

                        JUSTINE
                (really questioning)
            ...Will things change between
            us?

                        HANNA
                (beat)
            I don't know...
                (beat)
            Probably not...
                (beat)
            ...but I am reminded of how much
            I love you. But that may not be
            enough.

                         JUSTINE
                 (kisses him)
            You have to go to work, don't
            you?

                        HANNA
                (touches her face)
            Yeah.

As he's rising.

                        JUSTINE
            Be careful, Vincent. Be very
            careful...
                (beat)
            Let's keep on trying?

HANNA

walking backwards, facing her, nods "yes." The last thing
in the world he wants to do is leave. Then he turns and
starts running down the white marble corridor...

                                                 CUT TO:

INT. 14TH FLOOR CORRIDOR - NEIL - NIGHT

in the hotel security uniform approaches against the flow
of people leaving the floor. The emergency LIGHTING is on
and the PA fire alarm message still SOUNDS. Neil taps his
flashlight on the doors of 1404, 1405 and 1406 as well as
1403.

                        WAINGRO (O.S.)
            Yeah?

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                       NEIL
           I'm hotel security. We're
           evacuating the floor.

                       WAINGRO (O.S.)
           I can't leave.

                       NEIL
           Sir, I'm afraid you'll have to.

                                                     CUT TO:

INT. ROOM 1403 - WAINGRO - NIGHT

looks through the peep hole.

WAINGRO'S POV: NEIL'S BACK AND CORRIDOR

A few patrons exit past the uniformed Neil.     It looks
legitimate.

                                                     CUT TO:

INT. 14TH FLOOR HALLWAY - DOOR TO 1403

opens silently, half-way.

NEIL

looks inside.   Waingro's obviously hidden behind the door

WIDE

Neil kicks the door and...

INT. 1403 - DOOR

smashes into Waingro. Neil hits the door again and it
smashes into waingro a second time.

NEIL

reaches around, grabs Waingro by the arm, dislocates his
shoulder, breaks his collarbone and throws him across the
room. Waingro's gun goes flying.

WAINGRO

on the sofa, seeing Neil McCauley. He feels his internal
organs drop through the floor. He looks away.

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LOW + WIDE

                         NEIL
             I should have dumped you in that
             parking lot. Look at me, you
             sick fuck.

Waingro won't look at Neil.

                         NEIL
                 (continuing)
             Gimme your eyes. 'Cause you're
             gonna die.

Waingro, pathetically, obeys and looks up.      Neil's .45
EXPLODES TWICE.

CLOSER: NEIL

now looks out the window, searching.

NEIL'S POV: HIGH RISE ACROSS THE STREET + "PAINTER" TWO

staring at Neil through the Nite vision scope, disbelieving.
Neil sees "Painter" One is shouting into his police radio...

INT. 1403 - NEIL'S

surprised not at all. He expected the police. He turns
away from the window, looks once at Waingro and leaves the
room.

                                                      CUT TO:

INT. MERCEDES - EADY - NIGHT

twisted in her seat, trying to see, frightened by the noise
and sirens. WIDEN. An L.A.P.D. fire engine ROARS in.
Now an unmarked car skids into the driveway. Drucker,
Bosko and others spill out carrying shotguns. A black and
white parks perpendicular to the traffic flow and halts
cars. She's worried, confused.

                                                      CUT TO:

INT. ROOM 1403 - WAINGRO - NIGHT

dead iN sitting position on the sofa with his head back as
if he fell asleep watching the football game.

                                                      CUT TO:

INT. HANNA'S UNMARKED CAR - HANNA - NIGHT

cruising scanning the streets.    He's aggressively searching
for something.

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                      HANNA
              (into radio)
          Casals come in.

                      CASALS (V.O.)
              (radio filter)
          Vincent. I'm in the southeast
          stairwell.

                      HANNA
              (into radio)
          What's the situation?

                      CASALS (V.O.)
              (radio filter)
          Three teams are moving up the
          other three stairwells to the
          14th floor. Elevators are out
          of commission because of the
          fire alarm. Surveillance said
          McCauley looked right at 'em.
          Didn't seem surprised.

                      HANNA
              (into radio)
          It means he knew we were here
          and came anyway.

                      CASALS (V.O.)
              (radio filter;
               continuing)
          I got two Special Weapons Teams
          deployed at the front and back
          exits. Choppers.

On their way.   You want a command center in the...

                       HANNA
              (into radio;
               interrupts)
          Yeah, yeah, that's fine.   Stay
          on it. 10-4.

For some reason Hanna's disinterested. He's moving down a
different track. He's cruising the streets looking for
something else.

HANNA'S POV: SIDE STREETS

adjoining the hotel are cluttered with emergency vehicles,
cars, pedestrians, on-lookers, service people from adjoining
buildings.

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HANNA

trying to see through, past, around everything.    We don't
know what it is he's looking

HANNA'S POV: FIRE ENGINE, AMBULANCE, MERCEDES, BLACK AND
WHITE...

Then Hanna's P.O.V. PANS LEFT back to the Mercedes. The
woman waiting in the passenger seat. It is Eady. She's a
block down. A woman waiting...in a car...alone.

CLOSER: HANNA

It's what he was looking for.

EXT. STREET - WIDE

Hanna is out of the car in the jammed street, running
towards Eady and the Mercedes a block away.

EXT. HOTEL, SIDE DOOR - NEIL

emerges and APPROACHES CAMERA.    In the foreground is Eady
in the Mercedes.

CLOSER: NEIL

calm, assured, approaches the car for the short drive to
the airport. Then, Neil senses and...

SIDE ANGLE: NEIL

turns and looks over his left shoulder.

NEIL'S POV: VINCENT HANNA

a half block away, running through vehicles and incoming
on-lookers right at him.

NEIL MCCAULEY

stops.    He turns to Eady.

EADY

looks at him, quizzically.

HANNA

running towards Neil and Eady.

EADY

climbing out of the Mercedes, now, confused...

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NEIL

starting to leave, moving at an oblique angle.     Looking at
her ... leaving her ...

EADY

next to the Mercedes. Shouting at Neil. We can't hear
what she says. SIRENS and NOISE of an ambulance.

HANNA

AMBULANCE pulls in front of him, blocks him. He's around
it, pushing a news crew out of the way, stops.

MERCEDES WITH EADY

in the street.    Alone.   No Neil.

HANNA

spins around, searching.

HIGH + WIDE: HANNA

in the sea of people and vehicles, crossing drivewaYs and
landscaping. Hanna - against the tide - moving away from
the crime scene and police barricades to neighboring
buildings.

FRONTAL: HANNA

through the crowd, searching.     People pushed aside so he
can see. Then...

HANNA POV: THROUGH OFFICE BUILDING LOBBY TO REAR PARKING
LOT

A figure is running between cars. Beyond are the lights
of an L1011 ten feet off the ground about to touch down.

                                                     CUT TO:

EXT. RUNWAY APRON - L1011 - NIGHT

ROARING through the frame. Reveal Neil jumping a     fence
and running across the grass between power units    and the
racks of lights strobing their arrow sequence at    the head
of the runway. Beyond is Sepulveda Boulevard and     normal
traffic.

NEIL

running towards us.

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EXT. RUNWAY - L1011

it's landing gear down, its lights blasting into the lens
fills the frame as it descends to the runway. It wipes
out the strobe racks in a chaotic blast of xenon.

EXT. RUNWAY APRON - LONG SHOT:

HANNA

runs across the grass between the fence to the strobe
lights.

CLOSER: HANNA

among the   structures housing the ballasts for the lights.
The ROAR   of a 757's 95,000 lbs. of thrust beats an him.
He spins   to protect his face. His clothes and hair are
whipped.    As he runs to us ...

CLOSER: HANNA

looks up..

HANNA POV: UP INTO LIGHTS SEARCHING FOR NEIL. SUDDENLY:

NEIL (SLO MO)

is there. His .45 is up, centered into Hanna's face.
He's eight feet away, framed against the glaring racks of
strobes.

NEIL'S HAND (SLO MO)

squeezing the trigger, both eyes over the front sight,
moving laterally on target through the liquid air and
lights...

NEIL'S .45 (SLO MO)

as the trigger's squeezed and the sear's released and...

MACRO: THE .45's HAMMER (SLO MO) falling.

HANNA (SLO MO)

coming up with his 9mn.    He's too late...

NEIL

The hammer drops.    Nothing.   His .45 misfires.

HANNA (SLO MO)

His 9mm.    coming up...

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NEIL'S HAND (SLO MO)

swipes across the .45's slide.

MACRO: THE BREECH OF NEIL'S .45 (SLO MO)

The misfired round, ejected and spinning away. The new
round, moving forward, the slide returning to battery...

HANNA

FIRES THREE perfectly controlled, hammered-on SHOTS.     His
front sight barely moved.

NEIL

HIT THREE TIMES in the chest - is blown back into the racks
of lights. He lies still.

HANNA

approaches, slowly.    His gun hand drops to his side.

WIDE: NEIL + HANNA

Neil's   on the ground, his back against the rack. One arm
is in   his lap. The other is flung over the top bar of the
strobe   rack. Neil looks at Hanna and gestures with his
hand.    Hanna takes it. Neil holds on tight.

NEIL

last breath.

                        NEIL
            ...not half bad.

                        HANNA
            ...pretty good your own self.

Then Neil's eyes dim.    And he dies.

LONG REAR SHOT: HANNA + NEIL

Neil's head has fallen onto his shoulder. Hanna still
grips his hand and looks down the runway into the west at
the lines of blue runway lights like rivers. The two of
them stay there like that.

                           THE END


Heat



Writers :   Michael Mann
Genres :   Action  Crime  Drama  Thriller


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