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ALL SCRIPTS






	MILLER'S CROSSING -- by Joel and Ethan Coen









                            Miller's Crossing

                        An Original Screenplay By

                                Joel Coen

                                   and

                               Ethan Coen



















1.   FADE IN:
     CLOSE SHOT   A WHISKEY TUMBLER

     That sits on an oak side bar under a glowing green bankers
     lamp, as two ice cubes are dropped in.  From elsewhere in
     the room:

                           Man  (off)
          I'm talkin' about friendship.  I'm talkin' about
          character.  I'm talkin' about--hell, Leo, I ain't
          embarassed to use the word--I'm talkin' about
          ethics.

     Whiskey is poured into the tumbler, filling it almost to
     the rim, as the offscreen man continues.

          . . . You know I'm a sporting man.  I like to
          make the occasional bet.  But I ain't that
          sporting.


     THE SPEAKER

     A balding middle-aged man with a round, open face.  He
     still wears his overcoat and sits in a leather chair in the
     dark room, illuminated by the offscreen glow of a desk
     lamp.  This is Johnny Caspar.

     Behind him stands another man, harder looking, wearing an
     overcoat and hat and holding another hat--presumably
     Caspar's.  This is Bluepoiont Vance.

                           Caspar (cont'd)
          When I fix a fight, say--if I pay a three-to-one
          favorite to throw a goddamn fight--I figure I got
          a right to expect that fight to go off at three-
          to-one.  But every time I lay a bet with this
          sonofabitch Bernie Bernheim, before I know it the
          odds is even up--or worse, I'm betting the short
          money. . .

     Behind Caspar we hear the clink of ice in the tumbler and a
     figure emerges from the shadows, walking away from the
     glowing bar in the backgound.

          . . . The sheeny knows I like sure things.  He's
          selling the information I fixed the fight.  Out-
          of-town money comes pourin' in.  The odds go
          straight to hell.  I don't know who he's sellin'
          it to, maybe the Los Angeles combine, I don't
          know.  The point is, Bernie ain't satisfied with
          the honest dollar he can make off the vig.  He
          ain't satisfied with the business I do on his
          book.  He's sellin' tips on how I bet, and that
          means part of the payoff that should be ridin' on
          my hip is ridin' on someone else's.  So back we
          go to these questions--friendship, character,
          ethics.

     The man with the whiskey glass has just passed the camera
     and we cut to the:


     REVERSE

     Another well dressed, middle aged man, behind a large
     polished oak desk, listening intently.  This is Leo.  He is
     short but powerfully built, with the face of a man who has
     seen things.

     The man with the whiskey enters frame and passes Leo to
     lean against the wall behind him, where he listens quietly.

                           Caspar
          . . . So its clear what I'm sayin'?

                           Leo
          Clear as mud.

     Caspar purses his lips but continues unfazed.

                           Caspar
          It's a wrong situation.  It's gettin' so a
          businessman can't expect no return from a fixed
          fight.  Now if you can't trust a fix, what can
          you trust?  For a good return you gotta go
          bettin' on chance, and then you're back with
          anarchy.  Right back inna jungle.  On account of
          the breakdown of ethics.  That's why ethics is
          important.  It's the grease makes us get along,
          what separates us from the animals, beasts a
          burden, beasts a prey.  Ethics.  Whereas Bernie
          Bernheim is a horse of a different color ethics-
          wise.  As in, he ain't got any.  He's stealin'
          from me plain and simple.

     Leo leans back in his chair.

     The man behind Leo raises the whiskey glass to his lips.

     He is trimmer and younger than Leo, perhaps in his thir-
     ties, dark-complected, with a pencil mustache and a gaunt
     intensity that is not entirely healthy-looking.  This is
     Tom.

     As he drinks, he studies Caspar and Bluepoint.

                           Leo
          You sure it's Bernie, selling you out?

     For the first time the man behind Caspar speaks:

                           Bluepoint
          It ain't elves.

                           Leo
          Nobody else knows about the fix?

                           Caspar
          No one that ain't got ethics.

                           Leo
          What about the fighters you pay to tank out?

                           Bluepoint
          We only pick fighters we can put the fear of God
          in.

                           Leo
          Any other bookies know?  You play anyone else's
          book?

                           Caspar
          I lay an occasional bet with Mink Larouie.

                           Bluepoint
          But it ain't Mink, I'll vouch for that.

                           Leo
          How do you know?

     Caspar shakes his head.

                           Caspar
          It ain't Mink.  Mink is Bluepoint's boy.

                           Leo
          Mm.  And of course, Bluepoint always knows about
          the fix.

                           Bluepoint
          What the hell is that supposed to mean?

                           Leo
          Let it drift.  All it means is a lot of people
          know.

                           Caspar
          I guess you ain't been listening.  Sure other
          people know.  That's why we gotta go to this
          question of character, determine just who exactly
          is chiseling in an my fix.  And that's how we
          know it's Bernie Bernheim.  The Motzah Kid.
          'Cause ethically, he's kinda shaky.

                           Leo
          You know Bernie's chiseling you because he's a
          chiseler.  And you know he's a chiseler because
          he's chiseling you.

     Airily:

                           Caspar
          Sometimes you just know.

                           Leo
          . . . So you wanna kill him.

                           Bluepoint
          For starters.



     Leo nods, thinking.  He swivels to look interrogatively at
     Tom.

     Tom gives an almost imperceptable shrug.  The ice cubes in
     his glass clink.

     Leo turns back to Caspar, pauses.

                           Leo
          . . . Sorry, Caspar.  Bernie pays me for protec-
          tion.


     Tom, peering over his drink, does not entirely conceal his
     surprise.

     Caspar stares at Leo, his mouth open.  It is not the
     response he expected.

                           Caspar
          . . . Listen, Leo, I ain't askin, for permission.
          I'm tellin' you as a courtesy.  I need to do this
          thing, so it's gonna get done.

                           Leo
          Then I'm telling you as a courtesy that you'll
          have trouble.  You came here to see if I'd kick
          if you killed Bernie.  Well there's your answer.

     Caspar's voice is harder:

                           Caspar
          Listen Leo, I pay off to you every month like a
          greengrocer--a lot more than the Motzah--and I'm
          sick a gettin' the high hat--

                           Leo
          You pay off for protection, just like everyone
          else.  Far as I know--and what I don't know in
          this town ain't worth knowing--the cops haven't
          closed any of your dives and the O.A. hasn't
          touched any of your rackets.  You haven't bought
          any license to kill bookies and today I ain't
          selling any.  Now take your flunky and dangle.

     Caspar is staring at Leo.  He looks at Tom, then rises
     slowly to his feet.  Back at Leo:

                           Caspar
          Ya know I'm tryin'. . . I'm tryin not to raise my
          voice in anga.  I've always gone along to get
          along.  But you make me lay off the Matzoh and
          you're givin' me the needle.  I told you the
          sheeny was robbin' me blind, I told you I wanna
          put him in the ground and I'm telling you now I'm
          sick a the high hat.

     He swipes his hat from Bluepoint.

          . . . You think I'm some guinea fresh off the
          boat and you think you can kick me.  But I'm too
          big for that now.

     He puts his hands on the desk and leans towards Leo.
     The cords stand out on his ndck.

          I'm sick-of takin' the strap from you, Leo.  I'm
          sick a marchin' down to this goddamn office to
          kiss your Irish ass and I'M SICK A THE HIGH HAT!

     Caspar stops, out of breath.  He is red faced and panting.
     Bluepoint has put a gently restraining hand an his shoul-
     der.

     Leo and Tom stare at Caspar impasssively.

     After a beat Caspar shuts his mouth.  His eyes lose some of
     their glaze.  He looks at Bluepoint's hand, turns and
     strides towards the door.

                           Caspar
          . . . Youse fuckin' fancy-pants, all of ya.

     He opens the docr, but Leo's voice stops him.

                           Leo
                        (softly)
          Johnny.  You're exactly as big as I let you be
          and no bigger and don't forget it.  Ever.

     Caspar looks at Lea from the open doorway.  After a beat he
     chuckles.

                           Caspar
          Ats right, Leo, you're the big-shot around here.

     He dances over at Tom again, then back to Leo:

          . . . And I'm just some schnook likes to get
          slapped around.

     He leaves, Bluepoint following, shutting the door.

     After a beat Tom crosses in front of the desk and sits down
     in the chair Caspar has just vacated.  Leo chuckles and
     leans back in his chair.

                           Leo
          Twist a pig's ear.  Watch him squeal.

     Tom swallows the last of his drink and stares ruminatively
     down at his glass.

                           Tom
          . . . Bad play, Leo.

     Leo, unfazed, grins at Tom.

                           Leo
          Got up on the wrong side, huh?

                           Tom
          Same side as always.

                           Leo
          That's what I mean.  Still owe money to--who's
          your bookie?  Lazarre? 

                           Tom
          Mm.

                           Leo
          I could put it right for you.

                           Tom
          Thanxs Leo, I don't need it.

                           Leo
          In a pig's eye.  You haven't played a winner in
          six weeks.  People'll speak ill of me if I let
          him break your legs.

     Tom grins back, for the first time.

                           Tom
          People'll say I had it coming.

                           Leo
          And they'll be right, but that ain't the point.
          Call me a big-hearted slob, but I'm gonna square
          it for ya.

     He picks up a phone on his desk and starts to dial.

          . . . Yeah, I think I'll do that, this very same
          night.  Looking at you moping around takes away
          all my . . . What did you call it?  Joy de veever.

     Tom stands and walks over to the desk.

                           Tom
          Joi de vivre.

     He takes the receiver from Leo and prongs the phone.

                           Leo
          Well look, if your gonna laugh at me, the hell
          with you.

     Tom walks to the door, putting an his hat.

                           Tom
          And with you.  I'll square myself with Lazarre if
          you don't mind.  Thats why God invented cards.

     He pauses in the doorway and turns back to Leo.

          . . . There is something you can do for me.

                           Leo
          Name it.

                           Tom
          Think about what protecting Bernie gets us.
          Think about what offending Caspar loses us.

     Leo chuckles good-naturedly.

                           Leo
          Come on, Tommy, you know I don't like to think.

     Tom has stepped into the hallway and, just as he closes the
     door:

                           Tom
          Yeah.  Well, think about whether you should start.

     The door clicks shut.

     CUT TO BLACK



2.   FADE IN:
     THE WOODS   CREDIT SEQUENCE

     Although it is day, the tree cover gives an effect of
     almost cathedral-like darkness.  The sun filters down
     through the leaves in gently shifting patterns.

     We hear only the sound of the wind and the creaking and
     groaning of tree limbs in the breeze.

     Head titles are supered over the dissolving series of woods
     scenes.

     In the last woods scene the angle is low--almost ground-
     level.  The sun dapples the floor of the forest, which is
     carpeted with pine needles.

     With a whoosh of rustling leaves the wind gusts a fedora
     into frame.  For a moment it lies still in the foreground,
     sunlight rippling over it, making it seem almost alive.
     Then the wind picks up again and the hat tumbles away from
     us, end over end, in slow motion into the background,
     impossibly far away until . . . it dissappears.

     As we fade out, we hear a distant knocking.


3.   FADE IN:
     CLOSE SHOT   TOM

     Unshaven, eyes closed, motionless.

     The head credits continue over this one-shot scene.

     The knocking continues, faintly, offscreen.  As we hear a
     door opening we pull back to a looser shot, revealinq that
     Tom is slumped back on a tired green sofa.

     A fat hand enters to shake Tom's shoulder.

                           Voice
          Wake up, Tommy.

     Without ocening his eyes:

                           Tom
          I'm awake.

                           Voice
          You're eyes were shut.

                           Tom
          Who're you gonna believe?

     Tom sits up, though it seems like an effort.  He looks
     sick.

     From a small mirror behind the couch we see that we are in
     the back room of a gambling establishment.  The leavings of
     a card game litter a table in the middle background.

                           Tom
          . . . How'd I do?

                           Voice
          What do you think.  You're a millionaire.  You
          gonna remember your friends?

     Tom reaches up to feel his head, and looks stupidly about.

                           Tom
          . . . Where's my hat?

                           Voice
          You bet it, ya moron.  Good thing the game broke
          up before you bet your shorts.

     After a beat of staring at nothing in particular, Tom
     abruptly lurches to his feet and staggers out of frame.

     The other man sits heavily onto the couch that Tom has just
     vacated.  He is Fat Tony, a big man wearing an apron.

     He watches as we hear Tom, offscreen, staggering across the
     room, bumping into something which scrapes and then
     clatters over, opening a door, staggering across tile, and
     then vomiting.

     Fat Tony watches with mild interest.

     Finally:

                           Tom's Voice
          . . . Who left with my hat?

                           Tony
          Verna.  Verna and Mink.

                           Tom
          . . . Who?

     Louder:

                           Tony
          Mink and Verna.

     Offscreen we hear a tap running.

                           Tom
          . . . Thunderclap running tonight?

                           Tony
          Yeah.

                           Tom
          What's she leave at?

                           Tony
          Three-to-one, more'n likely.  Lay off, Tom.  You
          shouldn't go deeper in the hole.

                           Tom
          Tell Lazarre I want five hundred on the nose.

     Tony shrugs.

                           Tony
          You would have it.

                           Tom
          . . . Somebody hit me?

                           Tony
          Yeah.  Mink hit you.

                           Tom
          . . . Whyzat?

     Tony inspects a hangnail on his thumb.

                           Tony
          You asked him to.



4.   CUT TO:
     A HALLWAY

     A loose shot looking over Tom's shoulder as he knocks on an 
     partment door.  Head credits continue.

     The door swings open and Verna, an attractive but hard-
     looking woman in her late twenties or early thirties looks
     coldly out at Tom.

                           Tom
                  (still slightly woozy)
          Miss me?

                           Verna
          You again.  What now?

                           Tom
          I want my hat.

                           Verna
          . . . Is that all you came for?

                           Tom
          Yeah.  I want my hat.

                           Verna
          I won it.  It's mine.

                           Tom
          What're you gonna do with it?

                           Verna
          Drop dead.

     She slams the door.

     There is a long, motionless beat.  Tom raises his hand and
     knocks again, missing the door completely on his first try.

     After a knock or two the door swings open again.

                           Tom
          I need a drink.

                           Verna
          Why didn't you say so.

     She steps away from the door and Tom enters the apartment.
     As the door clicks shut we cut to black, and the last of
     the movie's head credits.

     Music clays under the credits, mixed in with the woods
     sounds we heard earlier.  As the last of the credits is
     fading to black we hear a distant knocking, and from black
     we:



5.   CUT TO:
     CLOSE SHOT   A FEDORA

     Lying on a marble bureau top in a dark room.  A gently
     rippling cookie plays over it--light from a streetlamp
     thrown through a curtained window.  Reflected in the bureau
     mirror behind the fedora we see the soft glow of a burning
     cigarette.


     REVERSE

     Tracking in on Tom, sitting in bed, smoking, staring at the
     bureau.  The rippling street light plays over him from the
     window.  We hear a distant knocking.


     WIDER

     The bedroom, as Tom swings his legs around and gets out of
     bed.

     Tom throws on a dressing gown and leaves the bedroom
     through its double oak pocket doors, closing the doors
     behind him.


6.   LIVING ROOM

     Also dark, lit only by streetlight filtering in.

     The knocking is louder here.  Tom crosses the room,
     silhouetted against the windows, to the apartment's front
     door.  Light fans in as he opens it.

     Shiftng uncomfortably in the hallway is Leo, in an
     overcoat and fedora.

                           Leo
          'Lo, Tommy.  Sorry about the hour.

                           Tom
          I'll live.  What's the rumpus?

                           Leo
          Can i come in?

     Tom thinks about this for the slightest beat.

                           Tom
          Sure.

     He lets Leo precede him into the living room.

     Tom turns on a lamp that sits on a rolling bar.

          . . . Drink?

                           Leo
          I wouldn't mind. . . I tried calling earlier.

                           Tom
          I got home late.

     As Tom sits down facing Leo with two drinks:

                           Leo
          Well. . . Sorry about the hour.

                           Tom
          Uh-huh.

     He waits, with no apparent impatience.

     The older man is uncomfortable; he is having trouble
     finding the words.  Finally he lifts his glass and swallows
     it in one gulp.

                           Leo
          . . . Not bad. . .

                           Tom
          Better than the paint we sell at the club.

                           Leo
          That it is. . . That it is. . .

                           Tom
          Thought about cutting Bernie loose?

     Leo is shuffling his hat nervously from hand to hand.

                           Leo
          Can't do it, Tommy, can't do it. . . That's sort
          of why I'm. . . Tommy. . . I don't know where
          Verna is.

     Tom fixes him with a level stare, then takes a sip of his
     drink.

                           Tom
          Uh-huh.

                           Leo
          I know what you're thinking:  What else is new?
          But the situation now, I'm worried. . .

     Tom blows out air.

                           Tom
          Verna can take care of herself.  Maybe better
          than you can.

                           Leo
          What does that mean?

     Tom stands up, takes Leo's glass and walks back over to the
     bar.

                           Tom
          Want another?

                           Leo
          No.  What does that mean?

     Tom turns to look at Leo, pauses, then decides to speak:

                           Tom
          How far has she got her hooks into you?

                           Leo
          That's a hell of a question.

                           Tom
          It's a grift, Leo.  If she didn't need you to
          protect her brother from Johnny Caspar, d'you
          think she'd still go with you on slow carriage
          rides through the park?  That is the deal, isn't
          it?  You keep Bernie under wraps 'till Caspar
          cools down?

                           Leo
          Jesus but you're a prickly pear.  What's wrong
          with her wanting her brother taken care of?

                           Tom
          Not a thing.  I don't blame her.  She sees the
          angle--which is you--and she plays it.  She's a
          grifter, just like her brother.  They probably
          had grifter parents and grifter grandparents and
          someday they'll each spawn little grifter kids--

                           Leo
          Stop it, Tommy.  I don't like to hear my friends
          run down.  Even by other friends.

     Tom shrugs.

                           Tom
          Friendship's got nothing to do with it.

                           Leo
          The hell you say.  You do anything to help your
          friends.  Just like you do anything to kick your
          enemies.

                           Tom
          Wrong, Leo.  You do things for a reason.

                           Leo
          Okay, Tom, you know the angles--Christ, better
          than anybody.  But you're wrong about this.  You
          don't know what's in Verna's heart. . .

     Tom stares down into his drink.  There is an awkward pause.
     Then finally, without looking up:

                           Tom
          Leo, throw her down.  And her brother, too. Dump
          her.

     Leo looks like he has just been stepped on.

                           Leo
          Jesus, Tom. . . Verna's okay. . .

     He nods to himself.

          She's a little wild, but she's okay.  I
          like her.

     Tom smiles.

                           Tom
          Yeah, you like her.  Like the Kaiser likes
          cabbage.  You're dizzy for her.

     Leo scowls at Tom.

                           Leo
          What of it?  Jesus, Tom, ain't you ever been bit
          by that bug?

                           Tom
          Leo, if she's such an angel, why are you looking
          for her at four in the morning?

     Leo digs his hands into his pockets and slouches back,
     profoundly embarassed.

                           Leo
          I put a tail on her this afternoon.

                           Tom
          Hah!

                           Leo
          Yeah, I asked Rug Daniels to follow her around--
          just, you know, just to keep her out of trouble.

                           Tom
          And to tell you what trouble she was managing to
          whip up herself.

                           Leo
          It wasn't to spy, Tom; I was worried.  After that
          meeting with Caspar, well--you can't be too
          careful.

                           Tom
          Uh-huh.  And what did Rug tell you that has you
          scurrying over here?

                           Leo
          That's just it.  Nothing.  He's disappeared.

     Tom laughs humorlessly.

                           Tom
          So you've lost your ladyfriend and the tail you
          put an her.

                           Leo
          I guess it does sound pretty sorry at that. . .

     He looks from his empty glass up to Tom.

          . . . Help me out, Tom.  I wouldn't know where to
          start looking.  You know Rug's crowd, you know
          the people Verna runs with.  I'm just worried
          now, with things the way they are between me and
          Caspar--

     Tom gives a wave of disgust.

                           Tom
          You shouldn't be confronting Johnny Caspar, it's
          what I've been trying to tell you.  You can't
          trade body blows with him.  He's gotten too
          strong.

     For the first time Leo displays some testiness:

                           Leo
          I reckon I can still trade body blows with any
          man in this town. . .

     He sighs, looks back down at his drink.

          . . . Except you, Tom.

                           Tom
          And Verna.

     Leo smiles good-naturedly.

                           Leo
          Okay, give me the needle.  I am a sap, I deserve
          it. . .

     He stands and walks to the door.

     Tom doesn't move.  His eyes remain fixed on the chair Leo
     has just vacated.

     Leo pauses in the open doorway.

          . . . Thanks for the drink.  Let me know if you
          hear anything. . .

     The door closes and he is gone.

     Tom grimaces and stands up.  Sunlight is just starting to
     come in through the windows, defining for the first time
     the corners of the large semi-circular room as Tom walks
     across it to the bedroom.  Distant early-morning traffic
     noise is filtering up from the street.


7.   INT  BEDROOM

     As Tom opens the double oak doors and enters, leaving them
     open.

     He crosses to the bed and sits an its edge, hunched
     forward, thinking.  Behind him, a woman stirs.

                           Woman
                        (sleepily)
          Who was that?

                           Tom
          Leo. . .

     He takes a cigarette from the nightstand and lights it.

          . . . He's looking for you.

     Verna stiffens.

                           Verna
          Did you tell him I was here?

                           Tom
          No.

     Verna relaxes.

                           Verna
          Did you put in a good word for my brother?

                           Tom
          No.

                           Verna
          You said you would.

                           Tom
          . . . I said I'd think about it.

                           Verna
          What did you tell him?

     Tom is lost in thought.  He exhales smoke.

                           Tom
          . . . Did you see Rug Daniels last night?

                           Verna
          No.  What did you tell Leo?

     Tom finally turns to face her.  After looking at her for a
     beat:

                           Tom
          . . . I told him you were a tramp and he should
          dump you.

     A shoe flies past his head and hits the wall behind him.

                           Verna
          You're a son of a bitch, Tom.



7.   EXT  ALLEYWAY   EARLY MORNING

     We are on an extreme close shot of a small dog.  Behind
     him, in the distance, we can see the mouth of the alley.

     The dog is on point, perfectly still, one front leg crooked
     and raised off the ground, his ears pointed straight up,
     his eyes in a fixed stare.


     A MAN

     is slouched, half-sitting, against the wall of the alley.
     He is motionless.  His mouth is agape.  His eyes are rolled
     up in a lifeless stare.

     He is wearing an overcoat but it is unbuttoned and reveals
     a blood stain in the middle of his chest.  His fedora lies
     on the ground near one of his splayed hands.

     There is something subtly odd about his hair.


     CLOSE SHOT   A LITTLE BOY

     Perhaps five years old.  He stares down at the dead man in
     front of him.


     CLOSE SHOT   THE MAN

     Staring vacantly.


     THE BOY

     After a moment, he reaches forward.


     THE MAN

     As the boy's hand enters frame.  The boy pokes once at the
     man's shoulder.

     There is no reaction.

     The boy touches the top of the man's head.

     The man's hair slips forward a couple of inches over over his
     forehead.


     THE BOY

     Staring.


     THE MAN

     Also staring, his skewed hairpiece ill becoming his stunned
     expression.

     The boy reaches forward and takes the hairpiece off the
     man's head.  Now a bald man stares off into smace, still
     looking stunned, still quite dead.

     WIDE SHOT   THE ALLEY

     The dead man and the little bov face each other in profile
     in the middle foreground.  In the background, between them,
     the little boy's dog faces us, still on point, still
     whining.

     The little boy is fascinated by the hairpiece he holds.  He
     turns it over and around, and looks from it to the dead
     man.

     Suddenly the boy turns and runs, away from us, towards the
     mouth of the alley, still clutching the hairpiece.

     As he passes the dog it turns and runs after him, wagging
     its tail, happy to be leaving.

     FADE OUT



9.   FADE IN:
     INT   DINER EVENING

     A man sits facing us at the counter in the foreground.  His
     face is hidden by the newspaper he is reading.

     The page of the newspaper being presented to the camera
     bears a story headlined:  GANGSTER SLAIN.  The subhead:
     Politician's "Aide" Found Dead in Alley.

     After a beat the diner drops the paper to the counter, and
     we see that it is Tom, wearing overcoat and hat.  He is
     grimacing at whatever he was reading.  He stands and digs
     into his pocket.


     REVERSE

     Looking down at the newspaper an the counter, next to a
     steaming cup of coffee.  Tom's hand enters to put some
     change on the counter, leaves, and we hear his receding
     footsteps.

     The headlined story on the page Tom was reading is:
     THUNDERCLAP INJURED IN RACING MISHAP.



10.  CUT TO:
     TRACKING IN TO CLOSE SHOT   PLAQUE

     Set into the brick of a building's exterior, it reads:
     SHENANDOAH CLUB.  In script underneath: Members Only.



11.  INT   THE CLUB   NIGHT

     Tracking towards the front door as Tom enters.  He puts his
     coat and hat on the check counter.

                           Tom
          Hello, Beryl--

     Her arm sweeps across frame to slap Tom hard.

                           Check Girl (off)
          Ain't you got a conscience?

     Tom stares dumbly.


     ON BERYL

     A diminutive woman in a french maid's uniform with a pill
     box hat.  She rocks her weight on one leg with her hands
     proceed defiantly on her hips.

          . . . It's a little voice inside that tells you
          when you been a heel!

                           Tom
          Mine's been mum lately--what'd I do?

                           Beryl
          Stood me up is all.  Made me wait an hour and a
          half is all?  Or maybe you don't remember sayin'
          you'd pick me up after work last night.  I seen
          heels in my time, sure, plenty of 'em!  But none
          so low as couldn't tell me to my face when they
          was sick of me! . . .

     She throws a check number at him.

          . . . You know where you can stick it!



12.  CUT TO:
     TRACKING SHOT

     Pulling Tom as he walks across the gambling floor.  He is
     joined bv a nervous young man in a tuxedo.

                           Mink
          'Lo Tom.  What's the rumpus?

                           Tom
          Mink.

     Mink throws a glance back in the direction of the coat
     check.

                           Mink
          . . . I see you got your hat back.

                           Tom
          Yeah, what of it.

                           Mink
          Not a thing, Tommy.  I got not a thing to say.
          Listen, Bernie wants to see you.  It's important.

                           Tom
          Well I'm right here, and I'm not made of glass.

                           Mink
          Yeah, but he's nervous walkin' around in public.
          He's a right guy, but he's nervous, Tommy!  He's
          very nervous!  Who wouldn't be?!

     Tom looks at Mink for the first time.

                           Tom
          Mink--

                           Mink
          The spot he's in, who wouldn't be!  He asked me
          to ask you to ask Leo to take care of him.  You
          know, put in a good word with Leo.  Leo listens
          to you.  Not that Leo wouldn't help the Motzoh
          anyway!  A guy like Bernie?  A square gee like
          the Motzah!  A straight shooter like him?

                           Tom
          I don't get it, Mink--

                           Mink
          What's to get?!  It's as plain as the nose--

                           Tom
          I thought you were Bluepoint's sycophant.

                           Mink
          Yeah Tom, that's right.  But a guy can have more
          than one friend, can't he?  Not that I'd want
          Bluepoint to know about it, but a square gee like
          the Motzah?  He's a right guy, Tom!  He's a
          straight shooter!  I know he's got a mixed
          reputation, but for a sheeny he's got a lot a
          good qualities!

     Tom has reached the foot of a large staircase.  He turns to
     look at Mink with mild curiosity.

                           Tom
          Why should I care what happens to Bernie?

                           Mink
          C'mon Tom, you like Bernie dontcha?

                           Tom
          I don't like anybody, Mink, you know that.

                           Mink
          Well, you like his sister.

                           Tom
          What's that supposed to mean?

                           Mink
          Nothing, Tom.  If it ain't my business I got not
          a thing to say.

     Tom studies Mink for a beat.

                           Tom
          What's going an between you and Bernie?

                           Mink
          Nothin, Tom!  We're just friends--you know,
          amigos?

     He sics on his cigarette and looks nervously around the
     floor, then back at Tom, who stares coolly back.

                           Tom
          You're a fickle boy, Mink.  If Bluepoint found
          out you had another "amigo"--well, I don't peg
          him for the understanding type.

     Mink is startled.  In a high shrill voice, as Tom walks up
     the stairs, clutching his drink:

                           Mink
          Find out!?  How would he find out?!  Damnit Tom,
          me and you ain't even been talking!  Jesus Tom,
          damnit, Jesus!



13.  INT   LEO'S OFFICE

     Pulling Tom as he enters the office.

                           Leo (off)
          'Lo, Tom.  You know O'Gar. . .


     REVERSE

     Leo faces us from behind his desk.

     Seated in two chairs facing the desk, twisting around to
     greet Tom, are two men.  O'Gar is a large man wearing a
     police uniform.  Dale Levander wears a suit; a florid man
     with a shock of white hair, in his mid-sixties.

                            Leo
          . . . and the mayor.

                            Tom
          I ought to.  I voted for him six times last May.

     Levander chuckles.

                           Levander
          And that ain't the record, either.

     Tom is crossing to the bar.

                           Leo
          Verna turned up.  She's downstairs.

     Tom, his back to Leo as he pours a drink, stiffens.

                           Tom
          . . . She say where she'd been?

                           Leo
          No, I uh. . . didn't want to press her.  Hear
          about Rug?

     Drink in hand, Tom turns and crosses to perch an a corner
     of Leo's desk.

                           Tom
          Yeah, R.I.P.

                           Leo
          They took his hair, Tommy.  Jesus that's strange.
          Why would they do that?

                           Tom
          Maybe it was Injuns.

                           Leo
          Eye-ties, more like it.  Giovanni Casparro.

                           Tom
          So you figure it was Caspar bumped Rug?

     Leo, with a puzzled smile, glances at O'Gar and the mayor,
     and then back at Tom.

                           Leo
          . . . Well it's pretty obvious ain't it?

                           Tom
          Mm. . . So what's the plan?

                           Leo
          Jump on the guinea hard.  With both feet.

     He looks at the mayor who shifts uncomfortably in his seat.

          . . . Give him the low-down, Dale.

                           Mayor
          Yes, well. . . Leo here has just reminded us that
          Mr. Caspar operates several clubs in our city
          wherein the patrons imbibe of rum and play at
          games of chance.

     Morosely:

                           O'Gar
          And we're sunnosed to stop the party.

                           Tom
          Uh-huh. . .

     Looking at Leo, he jerks his head towards the two men.

          . . . They don't seem too happy about it, Leo.

                           O'Gar
          Naw, it ain't that, Tom.

                           Mayor
          Jesus, Tom!  We do as we're told!

     Tom ignores them.

                           Tom
          Maybe they're right not to like it.  Stirring up
          this hornets' nest won't be good for anyone.  And
          it'll mean killing.

                           Leo
          Well I'm not thrilled about it either, but I
          can't just lay down to Caspar.

                           Tom
          You could do worse.  You might not like it, but
          giving up Bernie Bernheim is a pretty small price
          to pay for peace.  Business is business and a
          war's going to hurt everybody.  Bernie plays with
          fire, he's got to deal with the consequences--
          even if that means he gets bumped off.

                           Leo
          Sweet Jesus, Tom, that ain't even the point
          anymore.  Caspar pooped Rug.  The day I back down
          from a fight, Caspar is welcome to the rackets,
          this town, and my place at the table.  I didn't
          start this thing, but--

     Tom's voice is sharp:

                           Tom
          You did start it--you and Verna--

     The mayor has risen to his feet.  Uncomfortably:

                           Mayor
          We can dangle, Leo, if you'd prefer.

                           Leo
          Siddown Dale, we're all friends here.

                           Tom
          --and Caspar hasn't broken the rules, Bernie has-
          -and you too, by helping him.  And if that isn't
          enough, consider that if you make it a war, you
          have more to lose than Caspar.

     Leo is getting up from behind the desk and walking over to
     stare out the window.

                           Leo
          Okay, but more to beat him with.  Jesus, Tom, the
          two of us've faced worse odds.

                           Tom
          But never without reason.  It helps to have one.

     Leo doesn't reply.  Tom is irritated, but shrugs indif-
     ference.

          . . . Well, it's your call.

     He gets to his feet and starts for the door.

          . . . My opinion use to count for something
          around here, but it's always yours to take or
          leave.

     Leo has turned from the window and is striding after Tom,
     gesturing appologetically.

                           Leo
          Aw, c'mon Tommy.  Its not like that. . .

     The door clicks shut.

          . . . Goddamnit.  Goddamn kid is just like a
          twist.



14.  CUT TO:
     FAT TONY

     Tending the downstairs bar as Tom stalks over.

                           Tom
          Gimme a stiff one.

                           Tony
          No small talk, huh?  They shoot vour nag?

     Tony has finished pouring a shot of whiskey which Tom
     immediately knocks back.

                           Tom
          If there's any justice.  Verna around?

                           Tony
          She stepped into the ladies, room.  You got
          Lazarre's five hundred?

                           Tom
          He'll have to carry me for a few days.

     Tom is pouring himself another drink.

                           Tony
          He ain't gonna like that.  Couldn't, you get it
          from Leo?

     Tom is irritated:

                           Tom
          It's not Leo's debt.  I'll pay my own way.

                           Tony
          I admire a man of principle.  Does this go on the
          tab?

     Drink in hand, Tom is already walking away.



15.  INT   LADIES' LOUNGE

     As Tom bangs through the door, still carelessly holding his
     tumbler of whiskey.  A rogue lock of hair hangs down over
     his forehead.

                           Tom
          Close your eyes, ladies, I'm coming through.


     REVERSE

     The hubbub of female voices evaporates as all turn to look
     at the male intruder.

     The lounge's decor is done in various shades of pink.  Some
     of the women apply make-up facing the large bulb-encircled
     mirrors on overstuffed seashell shaped pink chairs.  Other
     women sit, smoking, in the banquettes that line the other
     wall.

     All react to Tom's entrance with surprise mixed with
     various degrees of outrage, and they hurry to gather their
     things and leave.  The one exception is Verna, who looks at
     Tom with unperturbed distaste.

     As he crosses to her seashell chair:

                           Tom
          Who's the warpaint for?

                           Verna
          Go home and dry out.

                           Tom
          You don't need it for Leo, believe me.  He
          already thinks you're the original Miss Jesus.

     She glances hurriedly around the lounge, but the last of
     the women are already leaving.

                           Verna
          . . . What the hell's the matter with you?

                           Tom
          What's the matter with you?  Afraid people might
          get the right idea?

     Verna studies him for a beat.

                           Verna
          Leo's got the right idea.  I like him, he's
          honest and he's got a heart.

     Tom weaves a couple of steps closer to her.

                           Tom
          Then its true what they say.  Opposites attract.

                           Verna
          Do me a favor and mind your own business.

     She turns back to the mirror and starts applying her
     lipstick.  Tom drops down to face her in the mirror.

                           Tom
          This is my business.  Intimidating helpless women is
          part of what I do.

                           Verna
          Then find one and intimidate her.

     Tom swallows the rest of his drink in one gulp.

                           Tom
          Leo's upstairs getting ready to shoot himself in
          the foot on your account.

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

                           Tom
          He's gonna go to the mat for your brother.  And
          it's gonna hurt him.

                           Verna
          I don't know Leo's business, but he's a big boy.

                           Tom
          He used to be.

     Verna causes with the lipstick.  She looks at Tom intently
     but her tone softens.

                           Verna
          Look.  What do you want, Tom?  You want me to
          pretend I don't care what happens to Bernie?
          Well I do.  He's my brother and I don't want him
          to get hurt.  If Leo wants to help him out I'll
          step out with him, show him a good time in
          return.  There's no harm in that.

                           Tom
          There's a name for that kind of business arrange-
          ment.

                           Verna
          I'll do what I have to for Bernie and there's no
          reason for you to try and queer that.  Regardless
          of what you think of me, Bernie's a decent guy.

                           Tom
          A straight shooter, huh?  A square gee?

                           Verna
          Yeah, sneer at him like everyone else.  Just
          because he's different.  People think he's a
          degenerate.  People think he's scum.  Well he's
          not.

                           Tom
          Poor misunderstood Bernie.

     Verna swivels around to stare quizzically at Tom.

                           Verna
          . . . What is this about?  You want me to stop
          seeing Leo . . . Why don't you just say so?

                           Tom
          I want you to quit spinning Leo in circles and
          pointing him where to go.

                           Verna
          I forgot--that's your job, isn't it?

                           Tom
          I'll do what I have to to protect Leo.  I'm
          asking you--politely, for me--to leave him alone.
          I don't have to ask.  If I told him about our
          little dance last night, your pull would dry up
          pretty fast.

     Now Verna is irritated:

                           Verna
          So would yours.  I don't like being threatened.

                           Tom
          I don't like being played for a sucker.  That
          game might work with Leo but it won't work with
          me.

                           Verna
          You think last night was just more campaigning
          for my brother?

                           Tom
          I can see the angles. . .

     He grabs her by the arm and drags her roughly to her feet.

          . . . And I know if there was a market for little
          old ladies, you'd have Grandma Bernheim first on
          line.

                           Verna
               (struggling to get out of his grasp)
          You're a pathetic rumhead.

                           Tom
          And I love you, Angel.

     Tom takes her hat off, tosses it onto the chair, and kisses
     her roughly on the lips.

     Verna breaks away and socks him on the jaw.  Tom staggers
     back, upsetting a table of toiletries and landing against a
     banquette.

     He throws his empty whiskey glass at Verna.

     She ducks and it smashes into the mirror.

     They stand staring at each other for a beat, breathing
     hard.  Tom has a smear of lipstick near one side of his
     mouth.

     Finally:

                           Verna.
          . . . I suppose you think you've raised hell.

     She picks up her stole and heads for the door.

     Tom stands staring at her back, swaying, ever so slightly.

                           Tom
          Sister, when T've raised hell you'll know it.



16.  CUT TO:
     INT   TOM'S APARTMENT

     A wide shot, facing the semi-circular windows, the door of
     the apartment behind us.  A large easy chair in the middle
     foreground faces away from us: a smaller chair is at the
     window end of the room, facing us.

     At the cut we hear the ringing of the telephone.

     Offscreen we can hear the unhurried scrape of a key in the
     lock, then the door opening, then the door closing.

     Tom's back enters frame as he strolls into the room and
     then disappears briefly through an open doorway to the
     right.  We hear an icebox door opening and closing, and
     then Tom reenters again, still not reacting to the insis-
     tently ringing phone.  He is now holding a balled-up towel.

     He walks over to the facing chair at the window end of the
     room, shrugs off his overcoat, drapes it on the chair,
     sits, crosses his legs, takes off his hat, tosses it onto
     the upraised toes of his crossed leg, tilts his head back,
     and presses the towel against his forehead--apparently it
     is an icepack.

     We are beginning to track slowly towards him.

     After a beat he takes out a cigarette, lights it, and
     reaches back for the phone that refuses to stop ringing.

                           Tom
          Yeah. . .

     He casually looks forward, just off to one side, at a
     specific point in space.  He does not react to whatever he
     is hearing.

          . . . I need a couple days. . . Because I don't
          have it now. . .

     We are almost in close shot now.  His gaze is still fixed
     and emotionless.

          . . . Because I say so. . . What would be good
          enough?. . . Well, if it'll make him feel any
          better, tell Lazarre he can send someone by to
          break my legs.  I won't squawk.

     He prongs the earpiece, still looking off.  The track has
     stopped in close shot.  He exhales a stream of smoke, then
     after a beat:

          . . . 'Lo, Bernie.


     REVERSE

     Slouched in a chair, in the corner of the room, facing Tom,
     is Bernie Bernheim.  He is about thirty and wears his
     overcoat and hat and a good-natured smile.  He holds an
     apple in one hand and a paring knife in the other.  The
     long peel of the apple corkscrews down off the knife.

                           Bernie
          'Lo, Tom.  What's the rumpus?

                           Tom
          C'mon in, make yourself at home.

                           Bernie
          Yeah, you weren't here so I thought I'd do that.
          Didn't wanna answer the phone, though.  Figured
          it wasn't for me.

                           Tom
          Uh-huh.

     After a silent beat, Bernie chuckles.

                           Bernie
          . . . I get it, get to the point, huh?  Okay.
          The point is: I'm a good guy.

                           Tom
          I've heard that from a lot of people today.

     Bernie slices off an apple section and holds it out to Tom,
     who shakes his head.

                           Bernie
          Good guy, lot of friends--that's the way it
          works.  Maybe if you appreciated me a little
          more, you wouldn't be making waves with Leo.

     He pops the slice in his mouth.

          It's a bad time to be doing that.  I mean, right
          now we're both in a jam.  I hear you're on a bad
          streak, short of funds, and I've got that
          psychotic guinea mad at me.  Don't ask me why;
          I'm just a small-timer trying to get by, like
          everyone else.  I need help from my friends.
          Like Leo.  And you.

                           Tom
          Leo gets your sister, what're you selling me?

                           Bernie
          C'mon Tom, its not like that at all.  Wasn't
          my idea.  She'll sleep with anyone, you know
          that.  She's even tried to teach me a thing or
          two about bed artistry.  Can you believe that--my
          own sister!  Some crackpot idea about saving me
          from my friends. . .

     Bernie laughs pleasantly.

          She's a sick twist all right.  I guess some
          guys like that.

                           Tom
          She speaks highly of you.

     Bernie shrugs.

                           Bernie
          Yeah, well, you stick by your family.  The point
          is, I can help you with your debts if that would
          make us friends.  My motto is, a guy can't have
          too many.  Big payday Saturday, Tom.  You could
          be in on it.

     For the first time, Tom is interested.

                           Tom
          Another fix?  Which fight?

                           Bernie
          Well that's confidential at the moment.  But it
          doesn't have to stay that way.

     Tom gives Bernie a speculative eye.

                           Tom
          How d'you know about it?  Caspar isn't laying any
          more bets with you.

                           Bernie
          Mm.

     Tom gives a humorless smile.

                           Tom
          . . . You must really have Mink jumping through
          hoops.

     Bernie is getting to his feet wiping the knife blade on his
     coat.

                           Bernie
          Like I say, you can't have too many.

     He pauses at the open door, looks up and down the hall and
     turns to look at Tom.

          . . . We got a deal?

                           Tom
          . . . I'll think about it.

     On his way out:

                           Bernie
          I wouldn't want it any other way.

     On the click of the door latch we cut to:



17.  STREET   DAY

     Pulling Tom along the sidewalk.

                           Tom
          Cud. . .

     He is calling out to a short rail-like man lounging against
     a building who joins him as he walks.  Cud has small sharp
     features except for one cheek, which is hugely distended by
     a wad of chewing tobacco.

          . . . My credit still good with you?

     Cud gives a so-so flutter of his hand.

          . . . Give me a hundred across on Tailor Maid in
          the third tonight.

     Cud shakes his head.

                           Cud
          Lazarre won't like it.

                           Tom
          Try fifty across.

     Cud shrugs.

                           Cud
          I'll try.  That'll make another one-fifty you owe
          him.

                           Tom
          Only if I lose, Cud.

                           Cud
          Tommy, the way you're goin'--horses got knees?

                           Tom
          I dunno.  Fetlocks.

                           Cud
          Well the way you're goin', if I was a horse I'd
          be down on my fetlocks prayin' you don't bet on
          me.

     Another man, a huge man, has walked up to flank Tom's other
     side.  This is Frankie.

                           Frankie
          Drift, small guy.

                           Cud
          Drop dead, ape.

                           Frankie
          C'mon Tom, my boss wants to see you.  He didn't
          have time to engrave nothin' formal.

     Cud starts to fade away.

                           Cud
          I'll see you later, Tommy.  I gotta go spit.



18.  INT   ROOM

     It is a large room with a couple of card tables, straight-
     backed chairs, a ratty sofa--a sparsely furnished card room
     off the main floor of a club.

     At the cut we are tracking behind Tom into the room as
     Frankie and Tic-Tac, a small ferret-faced-man, escort him
     in.  We hear a woman's voice speaking rapid-fire Italian.

     Bluepoint is sitting on the couch, wearing his overcoat and
     his hat pushed back an his forehead.

     Sitting at one of the card tables is Caspar.  With him is
     his wife, a short, very round Italian woman, and his son,
     Johnny Jr.  Johnny Jr., about five years old, is also very
     round.  He wears a suit with short pants that reveal
     dimpled knees.

     Bluepoint, an the couch, is watching the domestic scene
     without any particular warmth.

                           Caspar
          Whaddya mean he's eatin' too much?  Whadduz the
          goddamn doctor know?

     He turns to the little boy.

          . . . What you eat for lunch?

                           Johnny Jr.
          A hot dog.

                           Caspar
          Just a hot dog?

     The boy shakes his head.

                           Johnny Jr.
          A hot dog and mustard.

     Caspar throws his head back and roars with laughter.

                           Caspar
          A hot dog with mustard!  A hot dog with mustard!
          You hear that, Bluepoint!  The kids as smart as a
          whip!  Even Uncle Bluepoint thinks that's funny.

     Bluenpoint's face is a solem mask.

          . . . Whadduz the goddamn doctor know!

     Caspar wipes away tears of mirth and digs in his pocket
     with his left hand.  Extending two closed fists towards the
     boy:

          . . . G'head, which hand is the penny in?

     The boy touches his right fist.

          . . . Choose again.

     The boy just looks at him.

          . . . Okay, here ya go.  Take the penny.  Shiny
          new penny.

     To his wife.

          . . . Take the kid.  Wait in the car.  Give'm
          a penny, boys.

     Tic-Tac and Frankie dig in their pockets for change as the
     boy and his mother cross to the door.

                           Frankie
          I ain't got a penny, boss.

     Caspar has turned his attention to a check book that lies
     on the table in front of him.  As he writes:

                           Caspar
          Ah, well, that's a penny ya owe him.  'Lo Tom,
          what's the rumpus?  You like kids?

                           Tom
          No.

     Absently:

                           Caspar
          Uh-huh.  Have a seat.  G'ahead.

     He tears out the check.

          . . . Well, you're missin' out on a complete
          life.  I know, kids, big deal, but still, I'm
          tellin' ya.

     He blows on the check.

          . . . Anyway. . . Thanks for comin' by.  I just
          wrote this check out to your bookmaker, Lazarre.
          It's for an even fifteen hundred, which is more
          than I hear you owe him but I figure you can
          always use some money on the cuff, a high roller
          such as yaself whaddya say?

                           Tom
          . . . Thanks.

     Caspar laughs.

                           Caspar
          Always the yapper, huh?  Well, you're welcome.
          You wanna know why I'm putting you square with
          Lazarre?

                           Tom
          Not particularly.

                           Caspar
          Bad feeling.  It ain't a good thing.  It's a
          poison, kid.  I want everybody to be friends.  I
          do this, you're friends with Lazarre, he's
          friends with you, and you're friends with me.
          And all you gotta do, show you're a friend, is to
          give me Bernie Bernheim.  You know it's the right
          thing anyway; I can't keep any discipline if I
          can't punish the people I need to punish.  The
          Motzah steals from me, I can't have Leo givin'
          him a shiny new penny. . .  You find some way to
          make Leo understand that.

                           Tom
          So the deal is, I give you the Motzah, smooth it
          over with Leo, and you bail me out with Lazarre.

                           Caspar
          Yeah, then we're all friends again: You, me,
          Leo, Bluepoint.

     Bluepoint sneers from the couch:

                           Bluepoint
          We can maybe have tea sometime.

                           Caspar
          C'mon, Bluepoint.  Friends is a mental state.
          Wuddya say, kid?

                           Tom
          . . . I'll think about it.

                           Caspar
          He'll think about it.  Hear that, Bluepoint?
          That's terrific.  The kid's a thinker.

                           Bluepoint
          Does he want a pillow for his head?

                           Caspar
          Okay kid, think about it.  It's a mental state.
          But make it quick, my family's waitin'.

                           Tom
          I'll think about it and tell you later.

                           Bluepoint
          He needs to think in the thinking room.

     Caspar shakes his head sadly.

                           Caspar
          Kid, if it'll help you think, you should know
          that if you don't do this you won't be in any
          shape to walk outa here.

     Tom considers this.

                           Tom
          . . . Would that be physically, or just a mental
          state?

     Caspar stares at him for a beat, then slowly starts to tear
     up the check.

                           Caspar
          . . . That ain't friendly, kid.  I make you a
          nice offer, I get the high hat.

     He gets up and walks over to the door.  Tic-Tac opens it
     for him and precedes him out.

     Before following Caspar out the door, Bluepoint grins at
     Tom.

                           Bluepoint
          Too bad for you, smart guy.

     He leaves, shutting the door.

     The room is quiet.

     Tom looks at Frankie, the large man, who looks back.

     Frankie stands, takes off his suit coat, and hangs it
     carefully on a rack by the door.

     He approaches Tom.

                           Tom
          Hold it.

     Frankie complies.  Tom is standing and shrugging off his
     coat.  He folds it neatly and turns to lay it on the chair
     he was in.

     When he turns around again he is holding the chair and he
     smashes it into Frankie's face.

     Frankie staggers back but doesn't drop.  He reaches up to
     his nose and his hand comes away bloody.

                           Frankie
          . . . Jesus, Tom.

     Tom still holds the chair.

     Frankie looks at him for a moment, then walks over to the
     door, opens it, and leaves, shutting it behind him.

     The room is very quiet.  Tom stands facing the door, still
     holding the chair.  After a beat or two, he starts to put
     it down.

     The door opens and he quickly raises the chair again.

     Tic-Tac, the little man with the hawk nose, is striding
     into the room, briskly approaching Tom.  Frankie, the
     gorilla, follows cautiously.

     Tic-Tac blocks Ton's swing of the chair with his forearm,
     wraps both arms around it and pulls it awav from Tom.  As
     Frankie circles Tom, Tic-Tac tosses the chair across the
     room.

     Frankie, now behind Tom, wallops him in the small of the
     back.  The blow sends him staggering towards Tic-Tac, who
     cracks him in the jaw.

     Frankie grabs Tom's hair and yanks his head back as Tic-Tac
     works on his midsection.  Tom's hands are reaching back to
     grope for Frankie.

     Still holding his hair with one hand, Frankie cuffs Tom
     awkwardly on the side of the head.  Tom staggers around and
     Tic-Tac, now behind him, also hits him on the side of the
     head.

     Tom goes down.  His head hits the floor with a thunk.

     We are on a low angle an the floor.  Behind Tom's head, in
     the background, we see the door to the room.

     The door splinters in with a loud crash.

     Frankie's feet are walking up alongside Tom's head, as blue
     uniforms stream into the room.

                           Frankie
          Just in the nick of time, huh?

     He brings his foot back to deliver a walloping kick to the
     back of Tom's head.  On the impact we cut to:

     BLACK

     Over black we hear the sound of running water.



19.  FADE IN:
     TOM

     Gasping for air as his head is pulled out from under a
     running faucet.

     The uniformed policeman who was holding him there and is
     now pulling him back up, grins at him.

                           Cop
          No harm done.  Unless your friend broke his foot.

     Tom is still woozy.

                           Tom
          . . . Wuzzit. . . How long. . . What day is it?

                           Cop
          Friday, 12th of September, 1929.  Same as when
          you left us, about ten seconds ago. . .

     He is leading Tom by the arm out of the cramped bathroom,
     back into the card room where he was beat up.  Another cop
     has Frankie cuffed in a straightbacked chair and is taking
     roundhouse swings at him.  He pauses, breathing heavily.

                           Second Cop
          . . . 'Lo, Tom.  Care to skin a knuckle an your
          playmate here?

                           Tom
          No. . . thanks, Delahanty. . .

     As Tom and the first cop leave the card room:

                           Second Cop
          Well if you change your mind, we'll be inter-
          rogatin' for a while. . .

     Tom and his escort are emerging onto the casino floor.

                           First Cop
          What was that party about, anyway?

                           Tom
          We do this every weekend.

     Blue uniforms are everywhere.  Some are escorting tuxedoed
     patrons and employees to the exit; some wield axes on the
     gaming equipment; others are using nightsticks to smash the
     bottles behind the bar.  Tom winces at this and lights a
     cigarette.

                           Tom
          Jesus. . .

     He takes a battle and glass from a table as they walk by.

          . . . What the hell is the matter with you
          people?

                           First Cop
          Well, they said make it hurt. . . So we make it
          hurt.

22.  EXT   THE BUILDING

     We see that the building's facade claims to be SABBATINI'S
     ANTIQUES AND COLLECTIBLES.

     Tom weaves across the street with his battle and glass
     towards O'Gar, the police chief, leaning against a squad
     car, chewing a toothpick.  He is watching morosely as his
     men load other men into paddywagons; the street is clogged
     with police vehicles.

                           Tom
          Drink, O'Gar?

     O'Gar does not bother to look at Tom as they talk; he is
     unhappily watching the spectacle.

                           O'Gar
          I'm an duty.

     Tom pours himself a glass.

                           Tom
          To Volstead. . .

     He tosses back a shot.

          . . . Any news on Rug?

                           O'Gar
          Still dead, far as I know.

                           Tom
          Get a slug out of him?

                           O'Gar
          Yeah, a .22.  Listen, Tom, I'm just the chief
          around here, so don't bother telling me if you
          don't happen to feel like it, but what the hell
          is Leo doing?

                           Tom
          Ours is not to reason why, friend.

                           O'Gar
          Balls.  Look at this mess.  Make him listen to
          you, Tom.  It ain't right, all this fuss over one
          sheeny.  Let Caspar have Bernie--Jesus, what's
          one Hebrew more or less?

     He nods at the building.

          . . . We're burning our mealticket here.

                           Tom
          Leo'll do what suits him, and you'll do what he
          tells you.  Last I heard Leo's still running this
          town.

                           O'Gar
          He won't be for long if this keeps up.  It's no
          good for anyone--you said as much yourself.

                           Tom
          First off, O'Gar, I can say what I please to Leo
          and about him. . .

     He taps him on the chest.

          . . . You can't.  Second, once Leo decides--
          that's that.  And if that sticks going down,
          there are plenty of other coppers wouldn't mind
          being chief, and could swallow it clean.

     O'Gar looks chastened.

                           O'Gar
          Jesus, Tom, I was just speculatin' about a
          hypothesis.  I know I don't know nothin'.  It's
          just a damn mess is all--

     He is interrupted by gunfire from an upper story of the
     facing building.

     O'Gar's men react, finding cover, returning the fire.

     O'Gar unholsters his gun as he and Tom scramble for cover.

          . . . a goddamn mess.



23.  HALLWAY

     We are shooting over Tom's shoulder as he knocks at the
     door to Verna's apartment.

     After a beat, Verna opens the door.

     On seeing who it is she starts to swing the door shut.

     Tom puts his toe in the doorway and leans into the door.

     As he pushes his way in:

                           Tom
          Thanks, don't mind if I do.


24.  INT   APARTMENT

     As Verna gives up and Tom enters.

     Verna walks over to the phone.  As she dials, Tom tosses
     his hat onto a chair and checks the apartment to see if
     they're alone.

                           Verna
          Hello, officer, I'd like to report an intruder at
          346 West--

     Tom grabs the phone away from her.

                           Tom
          Who's this?. . . 'Lo, Shad, Tom Duchaisne here.
          We won't be needing any today. . . That's right,
          my mother.  She didn't recognize me.  Lemme talk
          to Mulvaney.

     He takes a flask out of his packet and looks across the
     room towards Verna.

          . . . Miss me?

                           Verna
          Drop dead.

     We hear a voice barking through the line and Tom turns back
     to the phone.

                           Tom
          . . . 'Lo Sean, tell O'Car to send a car over to
          Leo's tonight.  If we're going to be banging away
          at Caspar we ought to be ready for him to bang
          back. . . Yeah.

     He hangs up the phone and tips the flask back, draining the
     last drop.

                           Verna
          What do you want?

     Tom is crossing to the bar.

                           Tom
          I was in the neighborhood, feeling a little
          daffy.  Thought I'd drop in for an apperitif.

     He pours himself a drink.

          . . . Rug Daniels is dead.

                           Verna
          Gee, that's tough.

                           Tom
          Don't get hysterical.  I've had enough excitement
          for one nigit without a dame going all weepy on
          me.

                           Verna
          I barely knew the gentleman.

                           Tom
          Rug?  Bit of a shakedown artist.  Not above the
          occasional grift, but you'd understand that.  All
          in all not a bad guy, if looks, brains and
          personality don't count.

                           Verna
          You better hope they don't.

     He gives her a sick grin.

                           Tom
          . . . Yeah well, we're none of us the saint I
          hear your brother is.

                           Verna
          Who killed him?

                           Tom
          Leo thinks Caspar did.

                           Verna
          But you know better.

                           Tom
          I do now.  Caspar just tried to buy me into
          settling his tiff with Leo, which held hardly do
          if he was waging war.  So I figure you killed
          him, Angel.  You or Saint Bernard.

                           Verna
          Why would I--or my brother--kill Rug Daniels or
          anybody else?

                           Tom
          Rug was following you.  He knew about you and me.
          That wouldn't help your play with Leo, would it?

     He looks at her.  She holds his gaze.

                           Verna
          You think I murdered someone.  Come on, Tom, you
          know me a little.

                           Tom
          Nobody knows anybody--not that well.

                           Verna
          You know or you wouldn't be here.

                           Tom
          Not at all, sugar.  I came to hear your side of
          the story--how horrible Rug was, how he goaded
          you into it, how he tried to shake you down--

                           Verna
          That's not why you came either.

     Tom shrugs.

                           Tom
          Tell me why I came.

     Verna looks at him.

                           Verna
          The oldest reason there is.

                           Tom
          There are friendlier places to drink.

                           Verna
          Why can't you admit it?

                           Tom
          Admit what?

                           Verna
          Admit you don't like me seeing Lee because you're
          jealous.  Admit it isn't all cool calculation
          with you--that you've got a heart--even if it's
          small and feeble and you can't remember the last
          time you used it.

                           Tom
          If I'd known we were going to cast our feelings
          into words I'd have memorized the Song of
          Solomon.

     Verna smiles.

                           Verna
          . . . Maybe that's why I like you, Tom.  I've
          never met anyone made being a sonofabitch such a
          point of pride.

     She turns to walk across the room.

          . . . Though one day you'll pay a crice for it.

     Tom grabs her wrist.

                           Tom
          Okay, Verna.  But until then, let's get stinko.

     He draws her close.

                           Verna
          . . . Let's do something else first.

     She reaches up, takes off his hat, and tosses it casually
     away.  We pan with the hat to where it lands on the floor,
     in front of a curtained window.

                           Tom  (off)
          Yeah.  Let's do plenty.



25.  DISSOLVE THROUGH TO:
     ANOTHER WINDOW   NIGHT

     A living room window, open, its white sheers billowing
     lazily in the draft.

     Faintly, from another room in the house, we can hear a
     phonograph playing John McCormack singing "Danny Boy".

     At the cut we hear a thump, close by, and briefly the
     sounds of a struggle.  We then hear a breathy, gurgling
     sound, which quickly subsides.

     The living room is late-night quiet.

     The shot is a lateral track, which brings us off the window
     to an end table in the foreground.  On the end table is a
     pouch of Bull Durham, a package of rolling papers, a cup of
     coffee with steaming rising off of it, and a section of a
     newspaper.  The draft gently lifts a couple rolling papers
     off the table.

     The continuing track takes us off the end table and,
     booming down, shows us an upset chair and the legs of the
     man who occupied it.

     We track along the man's body to discover that he is face-
     down on the section of newspaper he was reading, blood
     oozing out of his slit throat onto the newspaper.

     The continuing track shows that, between the fingers of one
     outflung hand, a cigarette burns.  It is resting on the
     newspaper.

     We see the feet of another man who is turning and walking
     away from the man on the floor, into the background.  We
     pan over to watch him recede, framing out all of the dying
     man except his outflung hand and cigarette.

     As the walking man recedes, more and more of his topcoated
     body crops in.  By the time he reaches the house's front
     door, in the deep background, we can see him full figure.

     The newspaper in the foreground is crackling into flame.
     The rug it rests on is beginning to smoke and discolor.

     As the man in the background opens the front door we jump
     in:


     OVER HIS SHOULDER

     Waiting in the darkness just outside is another man in a
     topcoat and fedora.  He is holding two tommy guns.

     The men do not exchange words.

     The man outside hands his partner a tommy gun and follows
     him as he walks back into the house.

     Still faint, we continue to hear "Danny Boy".  We also hear
     the lick of flames.


26.  A VICTROLA

     The song is louder at the cut.  We are in an upstairs
     bedroom.


     LEO

     Stretched out an his bed, wearing a robe over his pyjamas,
     smoking a cigar, listening--but only to the phonograph.
     Its sound covers any other noise in the house.


27.  STAIRWAY

     A close track on the two pairs of feet climbing the stairs.
     We see only the feet, the swaying hems of the topcoats and,
     occasionally dipping into frame, the muzzles of the two
     tommy guns.


26.  BEDROOM

     Leo, is motionless, looking down, a puzzled expression.


     HIS POV

     The floor.

     Thin smoke is beginning to sift up through the floorboards.


28.  STAIRWAY

     Tracking on the approaching feet.  The song grows louder.


26.  BEDROOM

     Leo, looking, slowly taking the cigar from his mouth.


     BEDROOM DOOR

     From inside as--CRASH--it is kicked in.


     LEO

     Hitting the floor and rolling under the bed.


     THE TWO GUNMEN

     Striding into the room.


     LEO

     On his belly under the bed, facing the door, swinging a
     handgun in front of him.


     HIS POV

     From floor level, the bottom of the mattress above us, the
     floorboards stretching away.

     The bed crops the two gunmen mid-shin as they swing their
     guns up, firing.

     RAT-TAT-TAT-TAT--the hems of their coats sway as they fire.

     The floorboards in front of us are pocked by bullet hits
     that walk across the floor towards the bed and hit the
     mattress.

     The mattress above us dances under the gunfire as ticking
     sprays down at the floor.

     Smoke curls up throuch the floorboards.


     LEO

     Jaw clamped on his cigar, he starts firing.


     HIS POV

     Blood spurts as one gunman takes a hit in the ankle.

     He staggers and his tommy gun clatters to the floor.


     LEO

     Still firing.


     HIS POV

     The other gunman is ducking out the door.

     The injured gunman pitches forward, head towards us, his
     hat rolling off.


     LEO

     Firing.


     HIS POV

     A bullet hit in the top of the fallen man's head.


     LEO

     Rolling out from under the bed.

     He stoops to pick up the dead man's tommy gun.  Thick smoke
     seeps up through the floor.

     The phonograph plays.

     Leo ducks through another door.


28.  HALLWAY

     Facing down the length of the dark hallway, towards the
     mouth of the stairs.

     As Leo leaps across frame in the foreground, to enter a
     facing room, muzzle flashes erupt at the end of the hall--
     where the other gunman has been waiting in the darkness.


29.  SECOND ROOM

     Leo throws open a window.


30.  EXT

     As Leo rolls out onto the long sloping eave of a front
     porch.

     His gun skates down the eave and falls.  Leo grabs the rain
     gutter, hangs by his hands and drops down to the front
     lawn.

     The first floor of the house is in flames.

     From a high angle the camera swoops down on Leo as he picks
     up the gun and backs away from the house, looking up at the
     second story.  His open robe flaps in the breeze.  The dead
     cigar is still clamped between his teeth.


     LEO'S POV

     The second floor window that he just emerged from.
     Staccato gunfire erupts in the dark room.

     The strobing gunfire makes a strobing shadow of the gunman,
     whose back is to us as he rakes the room with fire.


     LEO

     Firing, the gun jumping and bucking in his hands.


29.  INSIDE THE ROOM

     The gunman, riddled with bullets and showered with broken
     glass, spins around, his thompson still firing uncontrol-
     lably.

     Bullets dance across the walls and ceiling, blast out the
     remaining glass and sing harmlessly into the trees outside.


     BACK TO LEO

     As we hear the screech of skidding tires.  A black coupe
     takes a curve on the street behind him, machine gun fire
     spitting out of the back window.

     Leo turns, in the glow of the fanning flames, walking
     calmly into the street, firing at the receeding car.


     ON THE CAR

     Growing smaller, still snitting fire and lead.


     PULLING LEO

     Still walking calmly up the street, the gun still bucking
     in his hands.  Bullets whistle by and claw up the pavement
     around him.


     BEHIND LEO

     His robe whips back in the breeze.  He fires again and we
     hear the distant sound of shattering glass.  The car
     weaves, runs up off the road, hits a tree and bursts into
     flame.

     A figure emerges from the car and staggers off into the
     darkness.  He is on fire.


     CLOSE ON LEO

     As he stops, squinting, raising the gun.


     HIS POV

     The burning gunman zig-zagging into the darkness.


     BACK TO LEO

     A faint smile curls around the cigar.  He drops the muzzle
     of the gun.

                           Leo
          Huhh. . .

     The shell of the car explodes in a fireball as we:



31.  CUT TO:
     UPSTAIRS HALLWAY   SHENANDOAH CLUB

     The explosion echoes over the cut as we track up the
     hallway behind Tom and a tall cadaverous man with pre-
     maturely white hair.  This is Dead Terry McGill.

     Gunmen of every description line the hallway, lounging
     against the walls, barely acknowledging the two men.

                           Tom
          Who's winning?

                           Terry
          We are, for the nonce.

                           Tom
          What's the disposish?

                           Terry
          Last night?  Four to one.  Dana Cudahy went up
          with the house.

                           Tom
          And theirs?

                           Terry
          One burned.

                           Tom
          The other three?

                           Terry
          Lead.

                           Tom
          Whose?

                           Terry
          Leo's.

     He is opening the door to admit Tom.  In a low, gravelly
     voice:

          . . . The old man's still an artist with a
          thompson.


32.  INT   LEO'S OFFICE

     As Tom enters.

     Leo is bellowing into the phone:

                           Leo
          --well find him, goddamnit!  Go see if he fell in
          the john!  And get him, over here!

     He slams down the phone.

          . . . Sonofabitch!  No chief!  Who's running the
          goddamned store?

     Tom goes to the bar to pour himself a drink.

                           Tom
          Can't raise O'Gar?

                           Leo
          No, nor the mayor either.

                           Tom
          Hmm.

     He takes a sip.

          . . . That's not good.  They're running.

                           Leo
          They wouldn't dare.

                           Tom
          I don't know, Leo.  I warned you not to hit
          Caspar's club--

                           Leo
          I'm still here, ain't I?

                           Tom
          Caspar's play hurt you anyway.

                           Leo
          Hah!  That sorry sonofabitch just slit his own
          throat.  He just made me decide to step on him--

                           Tom
          Listen to me Leo.  Last night made you look
          vulnerable.  You don't hold elected office in
          this town.  You run it because people think you
          run it.  Once they stop thinking it, you stop
          running it.

                           Leo
          Jesus, Tom, sounds like a bad break for me I
          wasn't killed.

                           Tom
          I mean it, Leo.  Start taking Caspar seriously.

                           Leo
          Don't sing me the blues again, Tommy.  I need
          your help.  He shoots, we gotta answer--

                           Tom
          That's what got you in this mess.

                           Leo
          I know, I know.  Retreat to win.  Give up Bernie.
          That'll solve all our problems.

                           Tom
          It won't anymore, I'll grant that.  Now its
          either you or Caspar.  But going toe-to-toe with
          a psychopath'll get you nowhere.  It'll force
          everyone to choose sides just when you're looking
          shaky.

                           Leo
          The hell I do!

                           Tom
          Then where's the mayor?  Why aren't there any
          police here?  Why weren't there police at your
          place last night?

                           Leo
          I didn't ask for any.

                           Tom
          I did.

     Leo chuckles.

                           Leo
          Mother hen, huh?  What's the matter, Tommy, you
          think I can't take care of myself?

                           Tom
          I know you can't.  Here's the smart play, Leo:
          you lay back, give up Bernie, let Caspar think
          he's made his point.  Wait for him to show you a
          weakness--

                           Leo
          Please, Tom. . .

     Tom stares at him.

                           Tom
          You're sticking on Bernie.  Sticking your neck
          out for a guy who'd chop you off at the heels if
          there was two bits in it.

     Leo leans back in his chair, puts his feet up, and gazes
     out the window.

                           Leo
          . . . Tom, it ain't all as clear-cut as you make
          it. . . Bernie's--Well hell, you know about me
          and Verna. . . Things now are--not that I haven't
          been a gentleman, but. . . I, uh. . . I plan to
          ask her to marry me, Tom.

     There is a long, awkward silence.  Leo avoids Tom's look
     but finally responds to the silence:

          . . . I guess you think that's a bonehead play.

                           Tom
          Do you think she wants you to?

                           Leo
          How the hell do I know, Tom?. . .  I think she
          does. . . Yeah, 'course she does.  I know, I
          know, you think different but--well, we just
          differ on that.

                           Tom
          Leo.

     Tom takes a deep breath, and exhales.

          . . . Caspar didn't kill Rug.

     Absently:

                           Leo
          Course he did.

                           Tom
          No.  Think about it.  Just this one time.  Who
          was Rug following?

     This gets Leo's attention.  He turns to look at Tom.

                           Leo
          . . . Huh?

                           Tom
          It needn't have been that sinister.  A strange
          man, following her down a dark alley, late at
          night. . . I've told you, Leo, she can take care
          of herself.

     Leo stares at Tom.  He seems somewhat dazed.

                           Leo
          . . . Tom, why're you saying that?  Christ, Tom.
          I just told you, I plan to. . .

                           Tom
          They pulled a .22 slug out of him.  A pop gun,
          Leo--a woman's gun.

                           Leo
          . . . That's a whiskey dream.  Verna wouldn't
          panic--shoot someone--just because he was
          following her.

     He gazes off again, shaking his head.

          . . . No. . . It wouldn't have happened that way
          in the first place, and if it had she would have
          told me. . . I know you don't like her, Tom, but
          I trust Verna as much as I trust you.

                           Tom
          On her account you'll burn the town down.

                           Leo
          Don't worry, Tom.  We'll still be standing when
          the smoke clears.

     Tom's tone is gentle:

                           Tom
          Okay Leo.  Then maybe it wasn't that innocent.
          Maybe Rug knew something she didn't like him
          knowing, and wouldn't want you to know.  He was
          following her.  He knew who she was seeing.  He
          knew where she was sleeping, and who with. . .

     Leo has taken his feet off the sill and has turned back to
     face Tom.  He studies him carefully.

                           Leo
          Maybes don't make it so.

     Tom's suddenly very earnest, almost beseeching.

                           Tom
          They're more than maybes.  You've trusted me
          before, and never lost anything by it.  Trust me
          on this.

                           Leo
          This is too important.

                           Tom
          I don't ask much, and I don't ask often.  Trist
          me on this.

                           Leo
          Tommy--

                           Tom
          Trust me on this or the hell with you.

                           Leo
          You don't mean that.

                           Tom
          . . . She was at my place.  The night Rug was
          following her; the night you dropped by.

     Leo is still staring impassively at Tom.  Tom doesn't
     flinch from his gaze.

     After a long beat Leo gets up slowly from his chair, walks
     over to the window, shoves his hands in his pockets and
     gazes out.

     For a moment Tom looks at Leo's motionless back, but he has
     nothing left to say.  He rises, plucks his hat from the
     desk and goes to the door.  Before exiting, he looks back.

     Leo, in long shot, is still gazing out the window.

     Tom exits.


33.  HALLWAY

     Pulling Tom up the hall.

     Behind him we can see the door to Leo's office opening and
     Leo coming out.  He strides up the hall after Tom.

     Tom turns as Leo reaches him.

     Leo, without breaking stride, seems to walk right into him,
     throwing a punch that catches Tom on the chin and sends him
     stumbling back, his hat flying off.

     The men 1ining the hall watch with casual interest.

     Tom staggers into one of the men who catches him.  Another
     man has picked up Tom's hat and now hands it to him.  The
     first man shoves Tom back into the middle of the hall just
     in time for the approaching Leo to land another punch
     against his jaw.

34.  This blow sends Tom rolling down the staircase, still
     clutching his hat.

     Leo is clomping down the stairs; his army of private
     retainers clomp down behind him.  In his shirtsleeves and
     chomping an unlit cigar, Leo looks like a labor leader
     taking the rank and file to the barricades.

     Tom claws himself up the wall to his feet.

     Leo has reached the floor and still without breaking stride
     uppercuts Tom with a blow that straightens him up and sends
     him staggering like a drunk into gamblers in evening
     dresses and tuxedos.

     A path clears for Leo and his entourage.  He has not
     slackened his pace, but is also not hurrying.  Tom weaves,
     watching Leo approach, but makes no attempt to defend
     himself.

     Leo grabs his own wrist with one hand and swings his elbow
     up to catch Tom with a sharp blow on the side of his face.

     Tom spins into a screaming lady in a sequined evening dress
     and sinks to the floor grabbing at her bodice and skirt for
     support.  She bats at him with her handbag as he slips
     down.

     Fat Tony emerges from the crowd and helps Tom to his feet.
     He raises his hand to stop Leo.

                           Tony
          Okay, Leo.  I'll throw him out.

     Leo stops, panting.  He is looking at Tom, but speaking to to
     Tony.

                           Leo
          . . . Yeah.  Do that. . . It's the kiss-off.  If
          I never see him again it'll be soon enough.



35.  CUT TO:
     TOM'S APARTMENT

     Wide shot of his living room, facing the windows.  It is
     night.

     Tom sits with his back to us at the window, feet propped up
     on the sill.  He is smoking a cigarette.  A full ashtray on
     a table at his side indicates that he has been sitting
     there for some time.

     We are slowly tracking in.

     The telephone sits on the the arm of his chair.  After a
     moment he stubs out the cigarette, picks up the phone and
     dials.

                           Tom
          . . .'Lo Frankie its Tom, how's the flunky
          business?. . . I've had worse; your ventilator
          healing up?

     Offscreen we hear a knocking at the door to the apartment.
     Tom ignores it.

          . . . Tell Caspar its already forgotten.  I'd
          like to see him. . .

     The knocking continues.

          . . . All right, do what you have to do and let
          me know.

     He cradles the phone, lights another cigarette, takes a
     drag, blows a thoughtful cloud of smoke and turns to face
     the door.  After a beat he rises and leaves frame.


     THE DOOR

     As Tom swings it open.  Verna stands in the hallway
     outside.  After a wordless beat she moves past him into the
     apartment.  Tom turns and follows her.

     He walks over to his bar, pours two drinks, then crosses
     the room to Verna who has seated herself, hands her a drink
     and sits down in a chair facing hers.

                           Verna
          . . . It worked, whatever you did; Leo told me
          we're quits.  But you know I didn't have anything
          to do with Rug.

                           Tom
          Maybe not. . . Anyway, that isn't what soured him
          on you.

     The thought is bitter but her tone isn't:

                           Verna
          Oh, you and me, huh?  You always take the long
          way around to get what you want, don't you Tom.
          . . . You could have just asked.

     Tom looks at her.

                           Tom
          . . . What did I want?

     Verna returns his look, then answers evenly:

                           Verna
          Me.

     After a beat Tom, his eyes still on Verna, brings the glass
     to his lips and takes a sip.  The ice cubes clink.

     FADE OUT



36.  FADE IN:
     THE BEDROOM

     Tom sits perched on the edge of the bed, smoking a ciga-
     rette.  Verna is in bed behind him.  The lamp on the
     nightstand is burning a faint yellow.

     The telephone rings.

     As Tom reaches for it, Verna stirs behind him.

                           Tom
          Yeah?

     He reaches over to switch off the light; when he does the
     room remains illuminated by dull gray light; it is dawn.

          . . . Yeah yeah, when?. . . Okay.

     He hangs up, and continues to smoke, staring absently off.

                           Verna
          . . . You're still up?

     Tom answers without turning to face her:

                           Tom
          Yeah.

                           Verna
          . . . What're you chewing over?

                           Tom
          . . . Remembering something. . .

                           Verna
          What was it?

     Tom turns to look at her, then turns back and looks out the
     window.

                           Tom
          Just a dream.  I was walking in the woods, don't
          know why. . . The wind came up and blew my hat
          off. . .

                           Verna
          And you chased it, right?  You ran and ran and
          finally you caught up to it and picked it up but
          it wasn't a hat anymore.  It had changed into
          something else--something wonderful.

                           Tom
          No. It stayed a hat.  And no I didn't chase it.
          I watched it blow away. . .

     He takes a drag an the cigarette.

          . . . Nothing more foolish than a man chasing his
          hat.

     Tom rouses himself, rises, and we pan to follow as he picks
     up a shirt and starts buttoning it in the bureau mirror.

                           Verna
          Where're you going?

                           Tom
          Out.

     Verna stares at him.

                           Verna
          . . . Don't let on more than you have to.

     Tom shrugs.

                           Tom
          Just have to do a few things.

                           Verna
          You and Leo might still be able to patch
          things up.

     Tom grimaces into the mirror.

                           Tom
          Me and Leo are finished.  Nothing's going to
          change that.

                           Verna
          You never know.  He's got a big heart.

                           Tom
          We're quits--as far as I'm concerned, never mind
          him.  And if Leo did want me back he's an even
          bigger sap than I thought.

                           Verna
          . . . Then why don't we just pick up and leave
          town?  There's nothing keeping you here.  I know
          there's nothing keeping me.

     Tom is starting to knot a tie.

                           Tom
          What about Bernie?

                           Verna
          He could come with us.

                           Tom
          You, me and Bernie.  Where would we go, Verna?
          Niagara Falls?

                           Verna
          Why do you hate him?

                           Tom
          I don't hate anyone.

                           Verna
          Or like anyone.

                           Tom
          Whatever.  Where is Bernie?

     Verna looks at him.

                           Verna
          Why?

                           Tom
          Leo can't protect him anymore.  I ought to tell
          him to skip.

                           Verna
          The Royale.  Room three-oh-two.

     She gazes off.

          . . . I guess we both double-crossed Leo, there's
          no getting around that.  I guess he's well rid of
          both of us.

                           Tom
          Mm.

                           Verna
          The two of us, we're about bad enough to deserve
          each other.

                           Tom
          Are we?

                           Verna
          We're a couple of heels, Tom.  Yes we are.



37.  PULLING TOM

     Into a dark office.  Behind him, Frankie, his nose swathed
     with bandages, is closing the door from the outside.

                           Caspar (off)
          'Lo, Kid.  You know O'Gar. . .


     TOM'S POV

     Caspar sits behind his desk.  Bluenoint sits slouched on a
     couch to one side, wearing his hat, his hands jammed into
     the pockets of his overcoat.

     In two chairs facing the desk, away from us, sit two men
     who are twisting around to smile at Tom.

                           Caspar
          . . . and the mayor.

                           Tom
          'Lo, boys.

                           Mayor
          Tom's a big booster.  Always has been.

                           Caspar
          S'fine, s'fine.  Well, Tom and me's got the
          proverbial fat to chew--

     The mayor and O'Gar are already rising to their feet.

                           Mayor
          Well, let us know if you need anything. . .

                           Caspar
          Yeah, happy days.  Have a seat, kid. . .

     Tom sits into one of the vacated chairs facing Caspar.

          . . . So you had enough time to think about it?

                           Tom
          Yeah, well, circumstances have changed.

                           Caspar
          Don't I know it.  Last night, I know Bluepoint
          was disappointed the bulls showed up before
          Frankie and Tic-Tac could really pin your ears
          back, but I said, Relax, Bluepoint, I got a
          feeling about this kid.  Take the long view.  The
          kid and Leo are gonna go bust-o.  If the kid ain't
          ready yet, well, he soon will be.  Matter of
          time.  I said, the kid's too smart for Leo.
          That's what I said.  Like a psychic.  Ask
          Bluepoint if I didn't.  Like a goddamn psychic.
          G'ahead.  Ask him.

     Tom turns to look at Bluepoint.

                           Tom
          You vouch for this psychic business?

     From the couch, Bluepoint sneers:

                           Bluepoint
          That's right, smart guy.

     Caspar cheerfully continues, oblivious to any hostility in
     the room:

                           Caspar
          I know you knew protecting the Motzah was a dumb
          idea.  I know you been wise to all of Leo's dumb
          ideas lately.  Only a matter of time.  Bust-o.

     He chuckles.

          . . . That's why last night we didn't put the arm
          on you.  Only Leo.

                           Tom
          Seeing how you squiffed your play on Leo, I can
          be only so grateful.

                           Bluepoint
          That's brave, coming from Little Miss Punching
          Bag.

                           Caspar
          C'mon Bluepoint.  Friends now, huh?

                           Bluepoint
          Nuts.

     Caspar smiles at Tom.

                           Caspar
          So we get a little jingle.  And I figure you know
          Leo's on his way out.  It's only a matter of time
          before we get him.  Am I right, kid?

                           Tom
          Maybe.

     Caspar laughs.

                           Caspar
          What maybe.  You know or you wouldn't be bust-o.
          So I guess you're looking for a job?

                           Tom
          I might be.

     Caspar laughs.

                           Caspar
          You got references?  You been to college, kid?
          We only take yeggs what's been to college.  Ain't
          that right, Bluepoint?

     Bluepoint says nothing.  His scowl is set in cement.

          . . . I'm jokin', of course.  We all know you can
          be useful to us, a smart kid such as yaself, the
          man who walks behind the man and whispers in his
          ear.  I guess you could be useful, in spades.

                           Tom
          Yeah.  I can do plenty for you.  But the fact is
          that right now Leo's still got all his vital
          signs and once he hears about this he'll be more
          anxious to get to me than to either of you.

                           Caspar
          I'm tellin' ya not to worry about Leo.  We got
          plans for him.

                           Tom
          Yeah?  What?

                           Bluepoint
          Not so fast there, Kaputnik.

     There is a beat through which Caspar continues to smile at
     Tom.

                           Caspar
          . . . I think what the Bluepoint is trying to say
          is, there'll be time to talk about that.  That
          can be tabled for a later date.  See, the last
          time we jawed you gave-me the high hat.  So I
          guess I'm sayin', maybe we want your confidence
          before we give you ours.  You gotta put somethin'
          on the table.  Ante up.

                           Tom
          Fair enough.  Where shall we start.

                           Caspar
          Hear that, Bluepoint?  All business!  I told you
          he was a good kid!  Where shall we start!  All
          business!. . .

     He rocks back in his chair and dries his eyes.  Tom smiles
     pleasantly.  Finally Caspar sighs.

          . . . Well, we could start for instance with the
          Motzah. . . Like where's the Motzah?  You could
          maybe tell us that. . .

                           Tom
          The Royale.  Room three-oh-two.  You might find
          Mink with him.

                           Bluepoint
          The hell you say.

                           Tom
          Sure, Bernie and Mink are as cozy as lice.

     He turns to look at Bluepoint.

          . . . And it ain't just business.

     Caspar looks at Bluepoint.  Bluepoint's eyes bare into Tom.

                           Bluepoint
          This guy's lying.

     Tom shrugs.

                           Tom
          Why would I?

                           Bluepoint
          This guy's wrong.  This guy's all wrong.  Mink is
          clean and this clown is a smart guy.

     Caspar is still staring at Bluepoint, no longer smiling.

                           Caspar
          Easy enough to find out, ain't it?  You find
          Mink, bring him back here.

     He nods at Tom.

          . . . You go down to the car.  I'll send Frankie
          and Tic-Tac with you to the Royale.  If Bernie's
          there, Frankie and Tic-Tac'll take care of him.

                           Bluepoint
          And if he's not there?

     Tom shrugs.

                           Tom
          I'll sit facing the corner in a funny hat.



38.  CUT TO:
     INT   CAR

     Tom sits behind the wheel of the parked car; we are an his
     profile.

     Tom's face is rigidly set; we don't know why as we watch
     him for a short beat.

     BAM--with a loud impact Bernie Bernheim's face is slammed
     against the driver's window.  Tom still faces forward.

     Bernie is wailing as he is muscled back away from the
     window by two topcoated torsos--their faces above the car
     window.

     They muscle Bernie out of frame towards the rear of the car
     and we hear the back door being opened.

     Bernie's voice, off, is near hysteria:

                           Bernie
          Frankie, let me go, I'm prayin' to ya, Jesus God-
          -Tom!  Jesus!

     As Frankie and Tic-Tac pile Bernie into the back, we
     continue to hold on Tom's face.  He still does not react.

                           Bernie
          . . . Are you part of this?!  You can't be part
          of this!  I think these guys're gonna whack me!
          You gotta talk to 'em, Tommy!

                           Frankie
          You gimme a headache, you little sheeny.

To Tom:

                           Tic-Tac
          Okay, we're going to Miller's Crossing.

     Tom still doesn't react.  There is a beat of Bernie's crying.
     Finally:

                           Frankie
          . . . Lets go!

     As Tom reaches forward and starts the car:

                           Bernie
          You're not part of this!  Tom!  Help me!  These
          guys are gonna whack me!

                           Tic-Tac
          Whack you inna mouth you don't shut up.



39.  MILLER'S CROSSING   WIDE

     Day.  A wooded area outside of town.  The wind blows.

     The car pulls into frame and stops on the shoulder.  The
     backseat passengers--Frankie, Tic-Tac and Bernie--emerge;
     Tom remains in the driver's seat.

     Bernie is weeping, loudly; he has lost control.  Frankie
     takes out a gun and whacks him smartly on the side of his
     head.  The blow sends him stumbling over towards Tic-Tac,
     who kicks him down.

     The blows haven't quelled Bernie's sobbing.

                           Tic-Tac
          I don't want you runnin' anywhere.

     Frankie takes a swig from his flask and hands it to Tic-
     Tac, who leans in the car window.


     INT    CAR

     Tom gazes forward, jaw set, eyes off the doings outside.

     As Tic-Tac hands his gun in through the window:

                           Tic-Tac
          Okay.  Take him in the woods and whack him.

                           Tom
          Huh?  I don't. . .

                           Tic-Tac
          Yeah, that's right, the boss wants you to do it.
          Make sure you're with the good guys.

     Tom stares dumbly at the gun.  Tic-Tac holds it, grip
     towards Tom, motionless.

     After a beat he takes the gun.

                           Tic-Tac
          You know how to do this, right?  You gotta
          remember to put one in his brain.  Your first
          shot puts him down, then you put one in his
          brain.  Then he's dead, then we go home.

     Tom opens his door.


     WIDE   EXT

     Bernie is still on the ground, sobbing, not responding to
     Frankie who prods him with his foot.

                           Frankie
          Get up.

                           Bernie
          I can't get up!  I can't get up!

     Frankie drags him to his feet.

                           Frankie
          Get up and walk, you chiselin' little yid.

     He pushes him towards the woods and reaches for the whiskey
     flask.

     Bernie stumbles off; Tom follows him.


40.  TRACK

     Through the woods, pulling the two men, Bernie in the
     foreground.  Tree limbs groan in the wind.

     Bernie is stumbling, his clothes rumpled and dirty, his
     face stained by tears and blood from the gun blow.  His
     shaking voice strains for a tone of reasonableness:

                           Bernie
          . . . Tommy, you can't do this.  You don't bump
          guys.  You're not like those animals back there.
          . .

     Tom marches on, face drawn, silent.

          . . . It's not right, Tom.  They can't make us do
          this.  It's a wrong situation.  They can't make
          us different people than we are.  We're not
          muscle, Tom.  I never killed anybody.  I used a
          little information for a chisel, that's all.  I
          couldn't help it, Tom, it's my nature.  Somebody
          hands me an angle, I play it.  I don't deserve to
          die for that!  D'you think I do?  I'm just a
          grifter!  Huh, Tom?

     Still no response from Tom.  Bernie is fighting a losing
     battle to keep himself from whining.

          . . . But I'll tell you what, I never crossed a
          friend.  Huh, Tom?  Never killed anybody, never
          crossed a friend.  Nor you, I'll bet.  We're not
          like those animals.  You can't do this!  You're
          not like those animals.  This is not us!  This is
          some hop dream!

     Tom's face is a ---ny mask.  Bernie is losing control
     again.  He starts to weep.

          . . . It's a dream!  Tommy!  I'm praying to you!
          I can't die!  I can't die!  Out here in the
          woods!  Like a dumb animal!  I can't die!

     He turns and sinks to his knees, wailing, his hands clasped
     in front of him, staring up at Tom.

          . . . You can't kill me.  I'm praying to you!
          look in your heart!  I'm praying to you!  Look in
          your heart!

     Tom stares down at Bernie, his face drawn and pale.

          . . . I'm praying to you!  Look in your heart!

     Slowly Tom raises the gun and levels it at Bernie's head.

          . . . Look in your heart!  Look in your--

     BOOM!  The gun blast is deafening.  With it, Bernie's
     sobbing abruptly stops.

     The shot echoes away in the woods, taking the wind with it,
     leaving silence.


     CLOSE   BERNIE

     Still kneeling, in shock, staring wide-eyed at Tom.

     Finally, whispering:

                           Bernie
          . . . Tommy.

                           Tom
          Shutup.  You're dead, get me?

     Still whispering:

                           Bernie
          I understand.  I'm dead.  God bless you--

                           Tom
          Shutup.  You have to disappear.  You have to
          blow, for good.  Nobody can see you, nobody can
          know.

                           Bernie
          God bless you--

                           Tom
          Go somewhere no one knows you.  Anyone sees you,
          you really are dead, I don't care, you're not my
          problem any more.

                           Bernie
          Of course not.  Of course not.  You've done your
          share.  Thank you.  Don't worry, I understand.
          Thank you--

                           Tom
          Shutup. Just get the hell out, before I change
          my mind.

     Bernie is already on his feet, and running.


     CLOSE ON TOM

     Watching Bernie go.


     TRACKING

     Pulling Bernie as he runs.  Foreground trees flash by.  In
     the background we see Tom standing, his gun dangling at his
     side.

     Boom!--another gun blast.  Running, Bernie reacts, but Tom
     has only fired into the ground.

     On the echo of the shot we cut to:


41.  WIDE   THE ROAD

     Tic-Tac and Frankie are leaning against the car, trading
     the flask back and forth.

     In the background, Tom emerges from the woods.

                           Frankie
          Put one in his brain?

     Tom takes a few steps more before answering:

                           Tom
          . . . Yeah.

                           Frankie
          Attaboy.

     FADE OUT


     Over black we hear the sound of coins being dropped into a
     phone box.

42.  FADE IN

     Looking down a deserted street towards a glowing phone
     booth on a dark corner.  Tom stands inside the booth
     waiting, the receiver to his ear.

                           Tom
          Mink?  Tom Duchaisne.  Where've you been?. . .


     CLOSE ON TOM

     Inside the phone booth.

          . . . Well you're lucky, Bluepoint's been looking
          for you.  Bernie's dead--Stop wailing and listen
          to me.  Caspar knows you were in on selling out
          his fix. . . I guess I gave him that idea.  Sorry
          Mink, we were chatting and it just slipped out.--
          Shutup and let me talk.  You've gotta make
          yourself missing, but let me know where you hole
          up.  You're gonna say some things for me. . .
          Some stories.  About Bluepoint, to Caspar--don't
          worry, I'll let you know.  For now just dis-
          appear. . . Yeah, I got you into it.  Just
          remember, Mink, I'm the only one who can get you
          out.

     Tom hangs up the phone, turns around and opens up the glass
     door.

     WHOMMMP!  A fist slams into his stomach, driving him back
     into the phone booth, knocking his hat off of his head.

     The man who hit him leans down, picks up the hat, dusts it
     off and hands it into the booth.  It is Dead Terry, the
     tall cadaverous man we saw earlier outside of Leo's office.
     A cigarette dangles from his lower lip.

     Behind him a black sedan is parked at the curb.  Three or
     four gunmen stand on the sidewalk looking warily up and
     down the road.

     Tom looks up, the color drained from his face, and reaches
     feebly out for his hat.

                           Tom
          'Lo, Terry.  Getting out the vote?

     Dead Terry flicks his cigarette away and smiles.

                           Terry
          Message from Leo.  Leo says, if you're smart
          you'll sit this one out--not that he cares one
          way or the other.  Leo says if you're on the
          wrong side you take your chances, like anyone
          else.  Leo says he gives no special favors.
          That's all.

                           Tom
          Mm. . .

     Terry starts to turn away.

          . . . Tell Leo he's not God on the throne, he's
          just a cheap mick political boss with no brains
          and an office that looks like a French whore-
          house.

     Tom moves to exit the booth but Terry lays a hand on his
     shoulder.

                           Terry
          One more thing. . .

     He cracks Tom across the chin with a clean left hook,
     knocking him back into the booth again.

     Tom rubs his chin, looking up at Terry.

                           Tom
          Leo say that too. . . ?

     As Terry and the gunmen get into the car:

                           Terry
          No, I said that.  Cross Leo and next time I'll
          say plenty.

     We FADE OUT as the door slams and the car roars off.

     Over black we hear:

                           Caspar
          When you're right you're right, but you never say
          I told you so.

43.  FADE IN

     On Tom, sitting into frame in Caspar's office.

                           Tom
          So what'm I right about?

     Behind his desk, Caspar is smiling.

                           Caspar
          Well, I'll tell ya, but first you gotta promise
          not to say I told you so.

     Tom's eyes hold an Caspar's.  He is taking out a pack of
     cigarettes.

                           Tom
          I never say that.  And I don't like people who
          do.

                           Caspar
          Mink was robbin' me right along with the Mptzah.

                           Tom
          . . . What convinced you of that?

                           Caspar
          Mink Larouie took a powder.  We can't find him.
          Bluepoint's makin' excuses for him, but personal-
          ly, I think you were right.  I think Mink and
          Bernie was in it together.  I think Mink heard
          you'd bumped the Motzah, and lit out.  The lousy
          sonofabitch.

     His eyes on Caspar, Tom takes out a cigarette, lights it,
     takes a deep drag.

                           Tom
          . . . I told you so.

     Caspar laughs.

                           Caspar
          Okay.  You got a lip on ya.  Ats all right.  I
          don't generally care for it, but that's all
          right. . . You were a good sport to bump the
          Motzah.  I just like to make sure my friends is
          my friends.  So.

     He throws his hands up.

          . . . Friends, right?

                           Tom
          How d'you know Mink skipped?

                           Caspar
          Bluepoint can't find him.

                           Tom
          So he says.

     Caspar stares at Tom.

                           Caspar
          Meanin' what, exactly?

                           Tom
          Maybe nothing. . . I didn't give it much thought
          until now, since a guy will say pretty much
          anything when he knows his number is up, but just
          before I bumped Bernie he swore to me that
          Bluepoint and Mink were setting him up.  That
          they were the ones that were selling out your
          fix.

     Caspar looks at Tom.

                           Caspar
          'Zat so. . .

     He thinks for a beat.

          . . . Like you say, a guy'll say anything.

                           Tom
          . . . Uh-huh.  So why isn't Bluepoint here?

                           Caspar
          Well. . .

     He figdets.

          . . . He don't care for you, kid.  Maybe it's
          only fair to tell you. . .  After you left us, he
          tried to sell me on a double-cross.  He says to
          me, why don't we double-cross you and give you
          the bump once we get the Motzah.  But I figure a
          deals a deal, you're square with me, you bump the
          Motzah, I'll hold up my end.  Question of ethics.
          Everything above board, that's how I like it, so
          everybody knows who's a friend and who's an
          enemy. . .  But Bluepoint wouldn't cross me.  We
          go back.

                           Tom
          Uh-huh. . . Course, there's always that wild card
          when love is involved. . .

     Caspar is staring intently at Tom.  After a beat:

                           Caspar
          . . . I know Mink is Bluepoint's boy, but I still
          don't make it that way.

                           Tom
          Mm.  Well, then there's nothing to worry about.

     Caspar seems lost in thought:

                           Caspar
          Yeah. . .

     We hear the door to the office open offscreen and Johnny
     Jr. runs into frame clutching a scrolled piece of paper.

                           Johnny Jr.
          Poppa!  Poppa!  I got a prize from the--

     Caspar holds his hand up to quiet the youngster, still
     looking at Tom.

                           Caspar
          Just a minute.

     As Tom rises to his feet:

          . . . Course, there's no reason not to be
          careful--

                           Johnny Jr.
          Poppa!  Poppa!  The sisters gave me a--unnnh!

     Cascar has cuffed him sharply on the side of the head.
     He points at Tom.

                           Caspar
          Sh