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   "Out Of Sight", production draft, by Scott Frank



   




                         "Out of Sight"


                         Screenplay by

                          Scott Frank


                       from the novel by

                         Elmore Leonard



                                        White Final:        08/05/97
                                        Blue Revised:       09/17/97
                                        Pink Revised:       11/11/97
                                        Green Revised:      12/15/97
                                        Goldenrod Revised:  12/16/97
                                        Buff Revised:       03/17/98
                                        Salmon Revised:     03/23/98






     BLACK

     We hear TRAFFIC, some STREET NOISES, then...

     FADE IN: A MIAMI STREET - DAY

     The financial district.  Lots of people in suits.  A shaky,
     spasmodic ZOOM IN finds...

     JACK FOLEY -- forty, big, focused expression -- as he rips a
     tie from around his neck and throws it down in the gutter.  He
     starts across the street, now peeling off his suitcoat and
     dropping that, too, right there on the asphalt as we then...

     WHIP PAN OVER TO REVEAL: A BANK ACROSS THE STREET

     As Foley goes inside, we then...

     CUT TO: A PRINTED BROCHURE THAT READS...

                        LOOKING FOR MONEY?

                  YOU'VE COME TO THE RIGHT PLACE.

     We then PULL BACK TO REVEAL that we're now...

     INSIDE THE BANK

     as Foley stands at a counter holding the above CREDIT APPLICATION
     while he studies the bank layout.

     Foley watches a MAN IN A SUIT, carrying an attache-case, enter
     the bank and move through the gate into the fenced-off business
     area at the front.  An EXECUTIVE rises from his desk, shakes
     hands with the man and they both sit down.

     Foley rosses the brochure in the trash, then crosses to a teller
     window where a nameplate on the counter tells us the young woman
     with the pile of dark hair smiling at him is LORETTA.

                              TELLER/LORETTA
                 How can I help you, sir?

                              FOLEY
                 Loretta, you see that guy talking to
                 your manager, has his case open?

     Foley takes out a ZIPPO LIGHTER and casually, yet expertly,
     begins to fiddle with it as the teller looks across the bank.

                              LORETTA
                 That's Mr. Guindon, one of our assistant
                 managers.  Our manager is Mr. Schoen,
                 but he's not in today.

                              FOLEY
                 But you see the guy with the attache
                 case?

                              LORETTA
                      (looks again)
                 Yes.

                              FOLEY
                 That's my partner.  He has a gun in
                 there.  And if you don't do exactly
                 what I tell you, or you give me any
                 kind of a problem, I'll look over at
                 my partner and he'll shoot your Mr.
                 Guindon between the eyes.

     Loretta goes stiff, swallows, stares back at Foley.

                              FOLEY (CONT'D)
                 Now take one of those big envelopes
                 and put as many hundreds, fifties and
                 twenties as you can pack into it.
                 Nothing with bank straps or rubber
                 bands.  I don't want any dye packs.  I
                 don't want any bait money.  Start with
                 the second drawer and then the one
                 over there, under the computer.  Come
                 on, Loretta, the key's right there
                 next to you.  No bills off the bottom
                 of the drawer.
                      (as she works)
                 First time being robbed?
                      (she nods)
                 You're doing great.  Just smile,
                 Loretta, so you won't look like you're
                 being held up.
                      (she smiles awkwardly)
                 That's the way, you're doing fine.

     We hear a bit of thunder and Foley cuts a fast look out the
     front door.  When he turns back, he sees that Loretta's having
     some trouble fitting all the bills into the envelope.

                              FOLEY (CONT'D)
                 Here, give me the twenties.  I'll put
                 'em in my pocket.  Okay, I haven't had
                 to give my partner a sign; that's good.
                 Now, he's gonna wait thirty seconds
                 till after I'm out the door, make sure
                 you haven't set off the alarm.  If you
                 have, he's gonna shoot Mr. Guindon
                 between the eyes.  Okay?  I think
                 that'll do it.  Thank you, Loretta,
                 and have a nice day.

                              LORETTA
                 You, too.

     Foley heads for the door.  He pauses by Mr. Guindon's desk,
     looks back at Loretta.  Foley smiles at her, then turns to the
     Man sitting with Mr. Guindon, indicates Loretta...

                              FOLEY
                 She's cute, isn't she?

     The man looks across the bank at Loretta.

                              MAN
                 Uh, yeah, I guess so.

     Foley winks at Loretta and walks out.

                              MAN (CONT'D)
                      (to Mr. Guindon)
                 Who was that?

     EXT. BANK - SAME

     As Foley comes out, he calmly walks to a Honda Civic and gets in.

     INT. CAR - SAME

     As Foley tries to start the car.  No go.  He tries again.

                              FOLEY
                 Come on...

     But the car won't start.  Foley bangs on the wheel...

                              FOLEY (CONT'D)
                 Fuck!

     Foley then stiffens as a cop sticks his gun through the open
     window into Foley's ear...

                              COP
                 I think you flooded it.

     Foley looks to the passenger window, where ANOTER COP, smiling,
     now has his gun pointing at him.

                              SECOND COP
                 Get out've the car, sir.

                              FOLEY
                 Wanna hear a funny story?

                              SECOND COP
                 Shut up and get out've the car.

     And as Foley obliges, we then...

     FADE TO WHITE.

     We hear a MAN GRUNT.  Then see Foley in SLOW MOTION as he jumps
     through frame, now we see a basketball come up in his hand as
     we realize he's on his way to the rim when...

     ...ANOTHER GUY rams into him in mid-air, knocks him down.

     EXT. PRISON YARD - DAY

     A BASKETBALL GAME in progress.  All of the men, Foley included,
     are dressed in blue coveralls and white T-shirts.  The game is
     rough.  Hair is pulled.  Eyes are poked.  Faces punched.

     A title reads: "GLADES CORRECTIONAL INSTITUTION.  BELLE GLADE,
     FLORIDA."

     Foley is the oldest player here.  He's getting tired, starts to
     lose his breath.  He finally walks off the court, breathing so
     hard he can't even talk.  He simply motions to SOME YOUNG CONVICT
     to come in and take his place.

     Foley sits down on a bench, tries to catch his breath.  He looks
     across the yard to where...

     A GROUP OF ELDERLY INMATES

     sitting around a wooden picnic table are playing cards.  All of
     them are over sixty.  One of them, a one-legged guy on crutches
     hops away from the table, spits out some tobacco as we...

     INTERCUT THE OLD TIMERS WITH FOLEY WATCHING THEM:

     As we see one old guy is making a picture frame out of old Pal
     Mal and Lucky Strike packs.  Another tends to a tomato bush in
     a tiny patch of garden near the wall.  Another one sits nearby
     painting a picture of a man and a boy fishing from a rowboat.

     Foley is about to get up off the bench when something catches
     his eye.  He watches as...

     TWO LATINO MEN

     both little guys, jog past the game, slow to a walk, then stop
     and begin stretching out.  One of them nods to Foley.  Foley
     nods back, waits for the Latin guys to walk off, then walks
     over to a guard, PUPKO ("PUP"), heavy-set, dumb as dirt.

                              PUP
                 You want something, Foley?

     Foley keeps his eyes fixed on the basketball game.

                              FOLEY
                 Some people are going out of here.
                 What if I told you where and when?

                              PUP
                 How many?

                              FOLEY
                 I expect you to look out for me, Pup,
                 let me run off work details.

                              PUP
                 Okay.  How many going out?

                              FOLEY
                 I hear six.

                              PUP
                 When?

                              FOLEY
                 Looks like tonight.

                              PUP
                 You know who they are?

                              FOLEY
                 I do, but I won't tell you just yet.
                 Meet me in the chapel at eight-thirty,
                 right before lock-down.

     INT. MESS HALL - LUNCH

     As Foley takes his tray up the centre aisle, he scans the sea
     of white T-shirts until he sees the two little Latins sitting
     at a table full of other little Latins.  CHINO -- fifties, in
     shape -- shovels macaroni in his mouth.

     Chino's "wife", LULU, nineteen, looks up from his own neat tray
     of macaroni and jello and watches Foley walk past and sit down
     with a bunch of bikers.

     Foley watches as the guy across from Chino scrapes some macaroni
     off his plate and on to Chino's and Chino wolfs that down, too.

     EXT. MESS - DAY

     Chino steps outside and lights a cigarette.  He puts an arm
     around Lulu, starts to walk off...

                              FOLEY (OS)
                 Today's the day, huh?

     Chino looks over, watches Foley approach, lets his arm slip
     down so he can hook his thumb into Lulu's belt... the next
     thing to having him on a leash.

                              FOLEY
                 You excited?

                              CHINO
                 I told you, man, Super Bowl Sunday.

                              FOLEY
                 Yeah, but I see you moved it up.

                              CHINO
                      (beat)
                 Why you think is today?

                              FOLEY
                 You were out running this morning,
                 sticking to your routine, anybody
                 happened to notice.  But you only did
                 a couple of miles instead of your usual
                 five.  Saving yourself for the main
                 event.  Then I see you inside eating
                 ten pounds of macaroni. Carbohydrates
                 for endurance.

     Chino and Lulu exchange looks.

                              CHINO
                 You want, I tole you you can come.
                 You all right, Foley.  I like you.

                              FOLEY
                 You told me I can come 'cause I caught
                 you digging the fuckin' tunnel, saw you
                 and Lulu coming out of the bushes,
                 thought maybe you two were making out.

     Foley smiles at Lulu, who glares back at him.

                              FOLEY (CONT'D)
                 So what, you finish ahead of schedule?

     Chino looks towards the fence along the front of the yard.

                              CHINO
                 You see what they doing, those posts
                 out there?  Putting up another fence,
                 five metres on the other side of the
                 one that's there.  We wait until Super
                 Bowl Sunday, they could have the second
                 fence built and we have to dig another
                 nine, ten days.  So we going soon as
                 it's dark.  You want -- I mean it --
                 you can still come.

                              FOLEY
                 I appreciate the offer.  And it's
                 tempting.

     Foley looks off towards the visitors' parking area, the fence
     not twenty yards away.

                              FOLEY (CONT'D)
                 But, man, it's a long run to
                 civilization.  A hundred miles to Miami?
                 I'm too old to start acting crazy, try
                 a stunt like that.  You make it out,
                 send me a postcard.

     CUT TO: A NOTEPAD

     where we see someone has written "IT'S MAGIC!" then crossed out
     the "IT'S" and replaced it with the word "LIKE".  We hear THE
     PHONE RING AND...

     REVEAL: INT. ADELE'S APARTMENT - DAY

     Miami Beach Moderne.  ADELE -- mid-thirties, pretty, Foley's ex --
     sits at her kitchen table writing on a pad.  She grabs the phone.

                              ADELE
                 Hello?
                      (then, sighs)
                 Yeah, I accept.

     INT. PRISON HALLWAY - DAY

     Foley on the phone...

                              FOLEY'S VOICE
                 Hey, Adele, how you doing?

     INTERCUTTING FOLEY & ADELE:

                              ADELE
                 Hey, Bank Robber, want some advice?
                 Next time, leave the engine running.

                              FOLEY
                 That's funny, Adele.  How many more
                 times you gonna gimme that one?

                              ADELE
                 Till it's not funny any more.  What do
                 you want, Jack?

                              FOLEY
                 You know that Super Bowl party?  They
                 changed the date.  It's on tonight,
                 eight-thirty.

                              ADELE
                 Didn't you tell me one-time calls aren't
                 monitored?

                              FOLEY
                 I said not as a rule.

                              ADELE
                 So why don't you come right out and
                 tell me what you're talking about?

                              FOLEY
                 Listen to Miss Smarty Mouth.  Out there
                 in the free world.

                              ADELE
                 What's free about it?  I'm looking for
                 work.

                              FOLEY
                 What happened to Mandrake the Magician?

                              ADELE
                 Emil the Amazing.  The bastard fired
                 me and hired another girl, a redhead.
                 I'm working on a new business card,
                 pass out to the cafes.  How's this
                 sound--

                              FOLEY
                      (cuts her off)
                 Listen, Adele, the reason I called,
                 that party is today instead of Sunday.
                 About eight-thirty, like only a few
                 hours from now.  So you'll have to get
                 hold of Buddy, whatever he might be
                 doing...

                              ADELE
                 And the one driving the other car?

                              FOLEY
                 What're you talking about?

                              ADELE
                 Well, seeing as you have so much luck
                 with cars, Buddy thought it might be
                 better to bring two.  He got this guy
                 he says you know from Lompoc, Glenn
                 something.

                              FOLEY
                 Glenn Michaels.

                              ADELE
                 Yeah, that's him.  Buddy says Glenn
                 thinks you guys are real cool.

                              FOLEY
                 He did, huh.  Well, tell Buddy I see
                 Glenn wearing his sunglasses I'll step
                 on 'em.  I might not even take 'em off
                 first.

     INT. RESTAURANT - DAY

     As MARSHALL SISCO -- fifty -- slides a small wrapped box across
     a table...

                              MARSHALL
                 Happy birthday.

     ...to where KAREN SISCO -- twenty-eight, black suit, long hair,
     a knockout -- sits.  She picks up the box and shakes it.

                              KAREN
                 You fit another Chanel suit in here?

                              MARSHALL
                 Something better.  Open it.

     Karen starts to carefully unwrap the present.  Marshall watches,
     takes a sip of his drink, looks around the bar, sees how
     everyone's looking at the two of them...

                              KAREN
                      (opens the box)
                 Oh my God...

     She pulls a gleaming automatic pistol from the box...

                              KAREN (CONT'D)
                 It's beautiful.

                              MARSHALL
                 It's a --

                              KAREN
                 --Sig-Sauer .38.  I love it.

     She leans across the table and kisses him.

                              KAREN (CONT'D)
                 Thanks, Dad.

                              MARSHALL
                 Happy birthday, kid.
                      (then)
                 You want another Coke?

                              KAREN
                      (checks her watch)
                 Can't.  I gotta drive out to Glades,
                 then I'm meeting Ray Nicolet at ten.

                              MARSHALL
                 Which one is that?  The ATF guy?

                              KAREN
                 He was.  Ray's with the F.B.I. now,
                 he switched over.

                              MARSHALL
                 He's still married though, huh?

                              KAREN
                 Technically.  They're separated.

                              MARSHALL
                 Oh, he's moved out?

                              KAREN
                 He's about to.

                              MARSHALL
                 Then they're not separated, are they?

                              KAREN
                 Can we change the subject?

                              MARSHALL
                 What're you doing at Glades?

                              KAREN
                 Serving process, a Summons and
                 Complaint.  Some con doing mandatory
                 life doesn't like macaroni and cheese.
                 He files suit, says he has no choice
                 in what they serve and it violates his
                 civil rights.

                              MARSHALL
                 You know you can always step in, work
                 with me full-time as one of my
                 investigators.

                              KAREN
                 No thanks.

                              MARSHALL
                 You used to like it.

                              KAREN
                 Dad...

                              MARSHALL
                 You'd meet doctors, lawyers -- nothing
                 wrong with them necessarily if they're
                 divorced.  Why settle for some cowboy
                 cop who drinks too much and cheats on
                 his wife?  That's the way those hotshots
                 are, all of 'em.

                              KAREN
                 I really gotta go.

                              MARSHALL
                 We don't get to talk much any more.

                              KAREN
                 How 'bout I come next Sunday and watch
                 the Super Bowl with you?

                              MARSHALL
                 I'd like that.

     She gets up, kisses him again.

                              KAREN
                 Thanks for the gun, Dad.

     INT. FOLEY'S CELL - BELLE GLADE - DAY

     Foley comes in, lies down on the bunk.  He looks about the
     cell.  All he's got to show for himself.  It's now quiet on
     the cellblock.  Foley closes his eyes and we...

     CUT TO: EXT. PRISON AUDITORIUM

     A few hundred cons scream encouragement/insults as MAURICE
     "SNOOPY" MILLER, a lanky, scary, mean-looking black man in boxing
     trunks, hits a white guy with a ferocious hook.

     Title reads: LOMPOC FEDERAL PENITENTIARY.  LOMPOC, CALIFORNIA.
     And then... TWO YEARS AGO.

     AT THE BACK OF THE AUDITORIUM

     Foley leans in a doorway watching with BUDDY BRAGG -- black,
     Foley's age, shaved head.

     The BELL SOUNDS and the white guy staggers to his corner, as
     does Maurice.  GLENN MICHAELS -- surfer look, dark shades --
     counts cash in Maurice's corner, whispers something into the
     fighter's ear.

                              BUDDY
                 Ref don't call it pretty soon, Snoopy's
                 gonna send this guy out in a body bag.

     Foley watches a MAN -- fifties, out of place, not as hard-looking
     as those around him.  The guy looks nervous, can feel the other
     cons' eyes on him as he tries to find a seat.

     The BELL SOUNDS and the white boxer staggers to his feet.
     Maurice steps in and resumes the bloody pummelling.  Foley turns
     and watches the fight now...

                              FOLEY
                 Anyone ever tell you why they call him
                 Snoopy?

     Buddy shakes his head.  Maurice dances around the other guy
     now.  Teases him.

                              FOLEY (CONT'D)
                 He was Maurice "Mad Dog" Miller back
                 when he was pro.  Now you pet him, he
                 goes down.

     The white guy throws a tired, loping roundhouse that barely
     glances off Maurice's jaw.  Sure enough, Maurice makes a big
     show out of snapping his head back, staggering, before he finally
     goes down.

                              BUDDY
                 I don't believe it.

     Foley watches the new inmate as fights erupt all around him
     and, anxious now, he tries to get out of there.

     EXT. PRISON YARD - DAY

     Foley and Buddy sit atop a cement picnic table watching as
     nearby, the "winning" BOXER -- still wearing last night's
     pummelling on his face -- gloats to a group of cons.  He throws
     a fake punch at one of them as he demonstrates his winning
     technique...

                              BUDDY
                 Guy's braggin' he won a thrown fight.
                 Fuckin' pathetic.

     Foley looks at the other side of the yard where Maurice now
     stands at the far side of the yard coldly watching the guy, one
     hand thrust into his pocket.  Foley watches as Maurice stops
     the NEW INMATE -- the older guy who looked out of place at the
     fights -- as he comes out into the yard.

                              FOLEY
                 It's Richard Ripley.

                              BUDDY
                      (looking now)
                 The Wall Street guy?  Oh, yeah.  I
                 didn't recognize him without his rug.

     Foley watches as Maurice talks to the new inmate, the guy
     nodding, acquiescent, respectful.

                              FOLEY
                 Dick the Ripper they called him, on
                 account of all the people he ripped
                 off.

     Foley watches as Ripley now makes a note in a BLACK BOOK.

                              BUDDY
                 What's he doin' here?

                              GLENN (OS)
                 Three years.

     They look to where Glenn Michaels, the blond guy in dark shades
     we saw in Maurice's corner, works out on the bench press a few
     feet away.  He's shirtless, tan, in shape.

                              GLENN
                 He got three years and fined fifty
                 million dollars and wrote 'em a fucking
                 check.  Like that, fifty mil, signed
                 his name.
                      (struggles with the
                       bar)
                 Whoa-- little help here!

                              FOLEY
                 Who you talkin' to, Studs?  Me, or
                 Buddy.  I can't tell, you got those
                 shades on.

                              GLENN
                 You guys-- come on-- this is too heavy!

                              FOLEY
                 I guess the bright glare out here made
                 it hard to see the numbers on the
                 weights.

                              GLENN
                 I'll take the shades off.  Just get
                 this fuckin' thing off me.

     Foley helps him get the bar up.  Glenn sits up.

                              BUDDY
                 How do you know he wrote a check?

                              GLENN
                 He told me.  He works the laundry with
                 me.  The guy loves to talk.

                              FOLEY
                 Yeah, to the U.S. Attorney.  I hear he
                 rolled over on all the snitches he was
                 doing business with and got 'em all
                 brought up.

     He watches Snoopy talking to Ripley, one eye always on the
     swaggering boxer across the yard, one hand in his pocket.

                              GLENN
                 Hey, anybody that can write a check
                 for fifty mil, he says anything I'm
                 all fucking ears.  Like the other day,
                 he tells me how he's got all this money
                 in foreign banks, plus around five mil
                 in uncut diamonds at his house.  He
                 said, quote, "Where I can put my hands
                 on it anytime."

                              BUDDY
                 Cool.  Where's the guy live?

     Foley watches a few more of Maurice's friends surround Ripley.
     Again, Ripley takes out his black book, starts nodding, making
     notations...

                              GLENN
                 Detroit.  Snoopy Miller told me uncut
                 diamonds are as easy to move as cash.

                              FOLEY
                 Ever seen an uncut diamond, Studs?
                 They look like plain old rocks.

                              GLENN
                 So.  What's your point?

                              FOLEY
                 My point is, that's probably what you're
                 gonna end up with.

                              GLENN
                 You think he's lying?

                              FOLEY
                 Use your head.  The guys got five
                 million lying around his house, you
                 really think he's gonna tell some
                 motormouth he just met in prison about
                 it?

     A BELL SOUNDS.  Everyone starts walking for the gate.

     Foley watches as the Boxer and his crew head for the gate,
     Maurice still standing there with his hand in his pocket.

     SLOW MOTION AS the boxer gets to the gate, sees Maurice who
     moves to him now, smiling like he's so glad to see him... his
     left hand clapping the guy on the back, saying something like
     congratulations as now his right hand comes out of his pocket
     and we see the long metal shiv--

                              BUDDY
                      (watching Snoopy)
                 Here it comes.

     Maurice wraps his left arm around the boxer's shoulder and hugs
     him tight for a moment, then quickly moves away.  The Boxer
     stands there like a statue, doesn't move until he's at last
     jostled from behind and his legs fold and he drops to the cement.

                              BUDDY (CONT'D)
                 I guess the Snoop doesn't like to lose,
                 even if it's on purpose.

     We hear a WHISTLE BLOW as a GUARD spots the body.  And now
     everyone moves like hell for the gate... except for...

     Richard Ripley who stands there frozen, staring down at the
     body.

     Foley glances back at the approaching guards, casually takes
     Ripley by the arm as he passes, leads him away from there, talks
     to him as they walk into the block...

                              FOLEY
                 You don't wanna be standing there, the
                 hacks start asking questions you don't
                 wanna answer.

                              RIPLEY
                 Oh, uh, right, thanks...

     Foley then moves away.  He sees Maurice looking back at him,
     giving him a hard stare just before he melts into the crowd.

                                                        DISSOLVE TO:

     INT. FOLEY'S CELL - BELLE GLADE - DAY (NOW)

     He lies there another moment when...

     A PAIROF LEGS swings down over the side from the top bunk.
     Foley's CELLMATE jumps down, walks the three feet or so to the
     toilet, casually pulls down his pants and starts to go to the
     bathroom.  Foley shakes his head and turns away...

     EXT. STRIP MALL - DAY

     As Buddy walks up to a Cadillac Sedan DeVille Concours pulling
     a slim-jim from the back of his pants, about to jimmy the door,
     when he sees...

     A WOMAN -- middle-aged, wearing pearls and high heels -- come
     out of the Winn Dixie pushing a grocery cart full of groceries.

     Buddy sticks the jimmy back in his pants, waits until the woman
     is opening her trunk before coming forward...

                              BUDDY
                 Here, lemme help you with those, ma'am.

     She doesn't seem too sure about it, but lets him load the
     groceries in the trunk and take the key out of the lock.

                              WOMAN
                 I didn't ask for your help, so don't
                 expect a tip.

     Buddy smiles, waves her off.

                              BUDDY
                 That's okay, ma'am.  I'll just take
                 your car.

     She stands there stupidly as he gets in and drives off.

     INT. CHAPEL - DUSK

     In the midst of a remodel.  As door opens and Pup comes in.
     Foley puts a finger to his lips...

                              FOLEY
                 They're right underneath you, Pup.
                 They dug a tunnel.

     Foley watches Pup creep up the aisle towards the front of the
     chapel, eyes on the floor, listening...

                              PUP
                 I don't hear 'em.  Where's the tunnel
                 come out?

     Pup turns his back, walks up the aisle and across the front of
     the pews to a window.

                              FOLEY
                 Second fence post from the tower out
                 there.  Go on, take a look.

     As Pup stares out the window...

                              PUP
                 I don't see nothing there.

     Foley reaches down into a pew where's stashed a FOUR-FOOT
     CRUCIFIX.  He picks it up, starts up the aisle...

                              FOLEY
                 You will directly.  Keep watching.

     INT. KAREN SISCO'S CAR - DUSK

     As the high beams from her car show the prison parking area,
     then the fence strung with razor wire.  Karen parks near the
     fence, lights a cigarette and dials her car phone.

                              KAREN
                 Hi.  Karen Sisco again for Ray Nicolet.
                      (beat)
                 He's not?  Could you tell him that...
                 never mind.  I'll call back.

     Headlights hit Karen's rear-view mirror, a car pulling in behind
     her.  The lights go off, then come on again.  She adjusts the
     mirror to deflect the glare.

     INT. THE CAR BEHIND HER - DUSK

     As Buddy sits watching the cons come in from the athletic field.
     He sees the mirror flash in the car in front of him as Karen
     checks her face out in the rear-view.

     INT. CHAPEL - DUSK

     As Foley moves up behind Pup, he lets his jacket fall to the floor,
     holds the crucifix down against his leg.

                              PUP
                 There some car headlights out there...
                      (then)
                 Jesus Christ...

     Now he pulls his radio from his belt, says into it...

                              PUP (CONT'D)
                 Man outside the fence!  By tower six!
                      (responds to radio)
                 This is Officer Pupko...
                      (then)
                 I'm looking at him, for Christ's sake!

     Okay-- now Foley raises the metal cross, steps in and lays it
     smack against the side of Pup's head.  Drops him clean with one
     swing, bouncing him off the window frame and down without a
     sound coming from him.

     INT. KAREN SISCO'S CAR - NIGHT

     As Karen grabs the court papers off the seat, opens her car
     door, glances at the fence and pauses as she sees A FIGURE there,
     crouching down.

     Karen turns on her headlights.  No, not crouched.  The guy is
     coming out of the ground.  On this side of the fence.

     Head and shoulders appear and another guy comes out of the
     ground.  Right in front of her.

     Karen leans on the horn, holds it down and sees the two guys by
     the fence -- Chino and Lulu -- look into her headlights, poised
     there for a moment before taking off into the dark.  Karen gets
     out of the car...

     INT. BUDDY'S CAR - SAME

     As Buddy watches a spotlight from the tower come on and follow
     the two cons as we then hear the sound of RIFLE REPORTS before
     the men disappear into the dark.

     Then Buddy sees Karen in his headlights, whistles softly as he
     gets a good look at her long legs as she raises the lid to her
     trunk...

                              BUDDY
                 What's she doing?

     He watches her duck her head in the trunk and come out with a
     holstered pistol.

                              BUDDY (CONT'D)
                 Uh-oh.

     But then she throws the pistol in the trunk, ducks in there
     again and comes out this time racking a shotgun.

                              BUDDY (CONT'D)
                 Uh-oh.

     And now Buddy watches her hurry to the front of her car and
     raise the shotgun as we hear A WHISTLE BLOW IN THE COMPOUND.
     Buddy gets out of the car...

     EXT. PARKING AREA - SAME

     As Karen puts the shotgun on two more cons, both filthy dirty,
     standing by the hole they just crawled out of.

                              KAREN
                 Get your hands in the air!

     Buddy watches the two cons, both Latins, make up their minds,
     start edging away -- shit, they've come this far.

     They look out at the spotlight sweeping around in the dark,
     then look the other way, along the fence towards the main gate,
     to see armed hacks coming out on the run, and that decides it
     for the cons.  They take off running...

     Now Buddy watches as Karen puts her pump gun on them, but doesn't
     fire...

     The hacks running from the gate with rifles beat her to it,
     open up all at once and keep firing until the two convicts are
     cut down as they run.

     The hacks glance at Karen, but don't bother with her, more
     interested in the hole the convicts had come out of.  Now they're
     standing by it peering in, edging closer with their weapons
     ready, then they all step back at once, bump into each other
     as...

     A head appears wearing a guard's baseball cap, the guy now saying
     something to the guards, his face smeared with muck, excited,
     pointing towards the orange grove.

     They run off, pausing briefly to kick the convicts they shot to
     see if they're alive, then keep going.

     The man in the hole, Foley, climbs out.  He takes his time,
     puts on a show, standing with his hands on his hips like an
     honest-to-God hack, that serious cap down on his eyes.

     Buddy waves to Foley to come on and Karen turns and puts the
     shotgun on Buddy.  Buddy raises the palm of his hand.

                              BUDDY
                 It's okay, honey, we're good guys.

                              KAREN
                 What're you doing here?

     Not so much asking, but putting it to him the way cops do when
     they're already pretty sure what you're doing.  She glances
     around to include Foley, now coming at her like some creature
     out of the swamp, giving Buddy time to take her around the neck.

     She fights him, jabs him in the gut with the butt end of the
     shotgun before Foley wrenches it from her grip.

     They drag her to the rear end of her car, the trunk lid still
     up, and crouch there as some hacks come running along the fence,
     past the dark gun tower and cross the road towards the orange
     grove.  A moment later, they hear bursts of gunfire, then silence.

                              FOLEY
                 I bet that's all the hacks they send
                 out.  Otherwise nobody's left to mind
                 the store.

                              BUDDY
                 Why don't we talk about it later?

     He turns to see Foley and Karen staring at each other in the
     headlights from Buddy's car; Karen not at all afraid.

                              FOLEY
                 Why you're just a girl.  What do you
                 do for a living you pack a shotgun?

                              KAREN
                 I'm a federal marshal and you're under
                 arrest, both of you guys.

     Foley keeps staring at her like he's giving the situation serious
     thought, but what he says is...

                              FOLEY
                 I bet I smell, don't I?
                      (then)
                 Listen, you hop in the trunk and we'll
                 get out of here.

     Karen looks at him, then gets up, climbs into the trunk.  She's
     reaching around, trying to find her pistol, when...

     Foley gives her a shove and gets in with her, wedging her against
     the wall of the trunk, pressing against her back like they're
     cuddled up in bed.

     He holds her to him, giving her no room to turn and stick the
     gun in his face.  Buddy reaches for the trunk lid and then
     everything goes...

     BLACK

     Total darkness, not a crack or a pinpoint of light showing.
     Then we hear the engine come to life, the car moving along.

                              FOLEY (VO)
                 You comfy?

                              KAREN (VO)
                 If I could have a little more room.

                              FOLEY (VO)
                 There isn't any.  All this shit you
                 got in here.  What is all this stuff
                 anyway?  Handcuffs, chains... what's
                 this can?

                              KAREN (VO)
                 For your breath.  You could use it.
                 Squirt some in your mouth.

                              FOLEY (VO)
                 You devil, it's mace, huh?  What've
                 you got here, a billy?  Use it on poor
                 unfortunate offenders.

     A BEAM OF LIGHT appears as he finds a flashlight and turns it
     on.  He plays the beam along Karen's leg, calms down some as he
     looks at all of her now and finally says...

                              FOLEY (VO)
                 Where's your gun, your pistol?

                              KAREN
                 In my bag, in the car.

     They go over some bumps.  We hear men's voices from somewhere
     far off, outside.

                              KAREN (CONT'D)
                 You know you don't have a chance of
                 making it.  Guards are out here already,
                 they'll stop the car.

     He runs his hand down her thigh, looking for her gun, but also,
     just, well, looking.

                              FOLEY
                 They're off in the cane by now chasing
                 Cubans.  I timed it to slip between
                 the cracks, you might say.

     EXT. CAR - NIGHT

     As Buddy floors it away from the prison, checks the rearview
     mirror...

     INT. TRUNK - SAME

     As Jack tries to wipe some of the mud off his face.

                              FOLEY
                 Boy, it stunk in there.

                              KAREN
                 I believe it.  You've ruined a nine-
                 hundred-dollar suit my dad gave me.

                              FOLEY
                 Yeah, went real nice with that twelve
                 gauge, too.
                      (then)
                 Tell me, why in the world would someone
                 like you ever become a federal marshall?

                              KAREN
                 The idea of going after guys like you
                 appealed to me.

                              FOLEY
                 Guys like me, huh.  Well, listen, even
                 though I've been celibate lately, I'm
                 not gonna force myself on you.  I've
                 never done that in my life.

                              KAREN
                 You wouldn't have time anyway.  We
                 come to a roadblock, they'll run the
                 car, find out in five seconds who it
                 belongs to.

                              FOLEY
                 If they get set up in time, which I
                 doubt.  And even if they do they'll be
                 looking for a buncha little Latin
                 fellas, not a big black guy driving a
                 Ford.

                              KAREN
                 Must be quite a pal, risk his own ass
                 like this.

     More bumps.  Then picking up speed as the road smooths out.

                              FOLEY
                 Who, Buddy?  Yeah.  He's a good guy.
                 Back when we jailed together, he'd
                 call his sister every week without
                 fail.  She's a born-again Christian,
                 does bookkeeping for a televangelist.
                 Buddy calls her up, confesses his sins,
                 tells her about whatever bank he
                 happened to rob.

                              KAREN
                 Buddy.  That's his given name?

                              FOLEY
                      (woops, beat)
                 One I gave him, yeah.
                      (mouths)
                 Fuck...

     INT. CAR - SAME

     As Buddy rifles through Karen's bag while he drives.  He looks up
     from her badge and ID case at the road.

     INT. TRUNK - SAME

                              KAREN
                 So, what's your name?  It'll be in the
                 paper tomorrow anyway.

                              FOLEY
                 Jack Foley.  You've probably heard of
                 me.

                              KAREN
                 Why, are you famous?

                              FOLEY
                 Time I was convicted in California?
                 FBI told me I'd robbed more banks than
                 anyone in the computer.

                              KAREN
                 How many was that?

                              FOLEY
                 Tell you the truth, I don't know.  I
                 started when I was eighteen, driving
                 for my Uncle Cully and his partner,
                 Gus.  They go into a bank this one
                 time in Slidell, Gus jumps the counter
                 to get the tellers and breaks his leg.
                 All three of us ended up in Angola.

                              KAREN
                 That's funny.

                              FOLEY
                 I thought so, too.

                              KAREN
                 It was me, I woulda left ol' Gus on
                 the floor.

                              FOLEY
                 I believe you would have.  Another fall,
                 I did seven years at Lompoc.  And I
                 don't mean the place next door where
                 some of Nixon's people went.

                              KAREN
                 I know the difference.  You were in
                 Lompoc USP, the federal penitentiary.
                 I've delivered people there.  So
                 basically you've spent half your life
                 in prison.

                              FOLEY
                      (beat)
                 Basically.  Yeah.  If I go back now, I
                 do a full thirty years, no time off.
                 Can you imagine looking at that?

                              KAREN
                 I don't have to.  I don't rob banks.

     He looks at her, then looks away as we...

     EXT. CAR - SAME

     As the car turns into a main highway now...

     INT. TRUNK - SAME

     As Foley plays the light down the length of her...

                              FOLEY
                 You don't seem all that scared.

                              KAREN
                 Of course I am.

                              FOLEY
                 You don't act like it.

                              KAREN
                 What do you want me to do?  Scream?  I
                 don't think it would help much.
                      (then)
                 I'm just gonna sit back, take it easy,
                 and wait for you to screw up.

                              FOLEY
                 Jesus, you sound like my ex-wife.

                              KAREN
                 You were married?  All those falls,
                 I'm surprised you had time.

                              FOLEY
                 It was just a year, give or take a few
                 days.  I mean, it's not like we didn't
                 get along or anything.  We had fun, we
                 just didn't have that... that thing,
                 you know?  That spark, you know what I
                 mean?  You gotta have that.

                              KAREN
                      (thinking)
                 Uh-huh.

                              FOLEY
                 We still talk, though.

                              KAREN
                 Sure.

     EXT. CAR - SAME

     As Buddy passes a sign that says "MIAMI, 74 MILES."

     INT. TRUNK - SAME

     As she tries to get a look at him...

                              KAREN
                 You know, this isn't gonna end well,
                 these things never do.

                              FOLEY
                 Yeah, well, if it turns out I get shot
                 like a dog, it'll be in the street,
                 not off a goddamn fence.

                              KAREN
                 You must see yourself as some kind of
                 Clyde Barrow.

     And for a few moments, all we hear is the sound of the car on
     the road.  Then...

                              FOLEY
                 Oh, you mean of Bonnie and Clyde?  Hm.
                 You ever see pictures of him, the way
                 he wore his hat?  You could tell he
                 had that don't-give-a-shit air about
                 him.

                              KAREN
                 I don't recall his hat, but I've seen
                 pictures of him lying dead, shot by
                 Texas Rangers.  Did you know he didn't
                 have his shoes on?

                              FOLEY
                 Is that right?

                              KAREN
                 They put a hundred and eighty-seven
                 bullet holes in Clyde, Bonnie Parker
                 and the car they were driving.  Bonnie
                 was eating a sandwich.

                              FOLEY
                 You're full of interesting facts, aren't
                 you?

                              KAREN
                 It was May, 1934, near Gibsland,
                 Louisiana.

     EXT. HIGHWAY - NIGHT

     Quiet.  Empty.  A moment later the car flies past.

     INT. TRUNK - SAME

                              FOLEY
                 That part in the movie where they get
                 shot?  Warren Beatty and... I can't
                 think of her name.

                              KAREN
                 Faye Dunaway.

                              FOLEY
                 Yeah, I liked her in that movie about
                 TV...

                              KAREN
                 Network.  Yeah, she was good.

                              FOLEY
                 And the guy saying he wasn't gonna
                 take any more shit from anybody...

                              KAREN
                 Peter Finch.

                              FOLEY
                 Yeah, right.  Anyway, that scene where
                 Warren Beatty and Faye Dunaway get
                 shot?  I remember thinking at the time
                 it wouldn't be a bad way to go, if you
                 have to.

                              KAREN
                 Bleeding on a country road.

                              FOLEY
                 It wasn't pretty after, no, but if you
                 were in that car -- eating a sandwich --
                 you wouldn't have known what hit you.

     We HEAR FAINT SIRENS OS...

     INT. CAR - SAME TIME

     As Buddy sees FLASHING LIGHTS approach from the opposite
     direction.  He stays cool as the green and whites get closer...
     closer... then fly right on past.

     INT. TRUNK - SAME

     As the SIRENS SCREAM AT US FOR A MOMENT, then FADE.

                              FOLEY
                 You're sure easy to talk to.  I wonder --
                 say we met under different circumstances
                 and got to talking, say you were in a
                 bar and I came up to you -- I wonder
                 what would happen.

                              KAREN
                 Nothing.

                              FOLEY
                 I mean if you didn't know who I was.

                              KAREN
                 You'd probably tell me.

                              FOLEY
                 I'm just saying I think if we met under
                 different circumstances...

                              KAREN
                 You have to be kidding.

     Silence.  Foley tries to get back to where it was working...

                              FOLEY
                 Another one Faye Dunaway was in I liked,
                 Three Days of the Condor.

                              KAREN
                 With Robert Redford, when he was young.

                              FOLEY
                 Yeah...

     They lie there a moment, think about that as we hear THE CAR
     SLOWING DOWN, coasting, then bumping along the shoulder of the
     road to a stop.

                              KAREN
                 I never thought it made sense, though,
                 the way they got together so quick.

                              FOLEY
                 Really.

                              KAREN
                 I mean, romantically.

                              FOLEY
                 Uh-huh.
                      (then)
                 Well, but if --

     The trunk goes dark again as the car's turned off.

                              BUDDY (OS)
                 You still alive in there?

     And the trunk lid raises so that we see Karen and Foley lying
     in the back.  Foley gets out.  Karen doesn't move.

                              FOLEY (OS)
                 Where in the hell are we?

                              BUDDY
                 That's the turnpike up there.  Glenn's
                 waiting with the other car.

                              FOLEY
                 Okay, honey, come on out of there.

     Karen pushes off, rolls from her right side to her left, brings
     up her Sig Sauer in both hands to put it on them, both standing
     in the opening, in the dark, but right there.

                              KAREN
                 Get your hands up and turn around.
                 Now.

                              FOLEY
                 Shit...

     Foley brings the lid down, he and Buddy moving in opposite
     directions as she begins firing from the inside...

     As Buddy and Foley hook up again in front of the car.  We can
     see they're beneath an overpass.  Foley stares at the trunk.

                              BUDDY
                 We may as well leave her, we're leaving
                 the car and we gotta leave her some place
                 anyway, what's the difference where?

                              FOLEY
                 She's coming with us.

     Foley walks to the passenger seat, reaches in the window.

                              BUDDY
                 Jesus Christ, what were you doing in
                 there?

                              FOLEY
                 Get the shotgun.  And her purse.  I'd
                 like to know who she is.

     Foley takes her wallet, looks at her driver's licence photo.

                              BUDDY
                 I already looked.  Her name is Karen
                 Sisco.  Like the Cisco Kid only spelled
                 different, S-i-s-c-o.

     A sheriff's green-and-white goes screaming past and they keep
     to the narrow space between the car and the concrete abutment
     of the overpass.  When the road quiets down, Foley moves to the
     trunk and bangs on it once with his fist.

                              FOLEY
                 Karen?  Be a good girl now, you hear?
                 Now, I'm gonna open the--

     Foley jumps at the sound of a pistol shot.

                              FOLEY (CONT'D)
                 You're putting holes in your car!

     He looks up to see Buddy holding her shotgun, staring at him.
     He settles down, then...

                              FOLEY (CONT'D)
                 We're not leaving you.  I'm gonna open
                 the trunk enough for you to throw the
                 gun out.  Okay?  You shoot -- Buddy's
                 got your shotgun, says he'll shoot
                 back if you do and I can't stop him.
                 So it's up to you.

     Foley puts his hand out and Buddy, still looking at him funny,
     gives him the keys.

                              VOICE
                 Hey!

     Coming from somewhere above them.

                              VOICE (CONT'D)
                 It's me, Glenn.

     Foley steps out into the open, Buddy close behind him.  They
     look up to see a figure, head and shoulders against the evening
     sky, leaning on the concrete overpass rail.  We can see his
     long blond hair falling beside his face, now half-concealed
     behind dark sunglasses.

                              GLENN
                 Hey, Jack, good to see you, man.  The
                 fuck're you guys shooting at?

     Foley looks at Buddy.

                              FOLEY
                 Do we need him?

                              BUDDY
                 The green-and-whites saw us.  One of
                 'em starts thinking, what's that car
                 doing there?  Ties it to the break and
                 turns around...

     Foley thinks about it, then looks up at the overpass again.

                              FOLEY
                 Oh, hey, Studs?  We thought you were
                 somebody else.

                              GLENN
                 Studs.  Man, I haven't heard that since
                 Lompoc.  What's going on?

                              FOLEY
                 Oh, nuthin'.

     Foley shakes his head, then walks back to the Ford and bangs
     on the trunk.

                              FOLEY (CONT'D)
                 You coming out?

     Foley sticks the key in the lock as Buddy steps up to the trunk
     and racks the pump on the shotgun.  Foley leans close to the
     metal.

                              FOLEY (CONT'D)
                 You hear that?

     He turns the key and raises the lid.  Karen, bunched in there,
     extends her arm, her hand holding the Sig Sauer by the barrel.

                              KAREN
                 You win, Jack.

     "Jack."  Buddy gives him another funny look.

     EXT. TOP OF OVERPASS - NIGHT

     As Glenn removes a note stuck in the side window of a stolen
     Audi that reads "GONE TO GET GAS."

                              FOLEY
                 Have your clothes cleaned and send me
                 the bill.

     Glenn looks over as the three of them reach the top of the grade,
     move through the scrub.  Glenn leans against the car, flashers
     blinking.

                              KAREN
                 I'll send it to you at Glades.

                              GLENN
                 Jesus, what'd you crawl through, a
                 sewer?

                              FOLEY
                 Take your sunglasses off.

                              GLENN
                 I see better with them on.

                              FOLEY
                 You don't take 'em off, I'm gonna throw
                 'em off the overpass while they're
                 still on your head.

     Glenn shrugs, takes them off and sticks them in his jeans.

                              FOLEY (CONT'D)
                 Wait in the car.

                              GLENN
                 You're in civilization now, man, ease
                 up.

                              FOLEY
                 I'd like you to go wait in the car.
                 How's that?  Take her with you and put
                 her in back.

                              GLENN
                 In the trunk?

                              FOLEY
                 The backseat.

     Foley stares at him, waiting.  Glenn motions to Karen...

                              GLENN
                 Come on.  I have to do what I'm told.

     She walks past Foley without looking at him.

                              FOLEY
                 Wait a minute.  Let me have your
                 raincoat.
                      (looks at Buddy)
                 Somebody forgot to bring me clean
                 clothes.

                              BUDDY
                 I brought 'em, they're back at Glades
                 in the Cadillac.  You wanted to take
                 her car.

                              KAREN
                 You can blame me if you want.  I don't
                 mind.

     He doesn't say anything as Glenn takes off the raincoat, folds
     it up, then throws it at Foley's feet.

                              GLENN
                 Here you are, sir.

     Foley watches as Glenn gets his sunglasses out, puts them back
     on and takes Karen by the arm.

                              BUDDY
                 What's wrong with you?

     Karen looks over at Foley, then ducks her head and gets in the
     backseat.

                              FOLEY
                 Why you brought Glenn into this, I'll
                 never know.

                              BUDDY
                 How 'bout the score was his idea to
                 begin with?

                              FOLEY
                 His idea?  Gimme a break.  Fuckin' guy's
                 got a vacant lot for a head.  Was you
                 and me figured the whole thing out.

     Buddy watches Foley struggle with the buttons on the uniform,
     all of them caked with muck.

                              BUDDY
                 You're pulling at it.  Here...

     He lays the shotgun in the grass and comes up, takes the guard
     shirt in his two hands and rips it open, popping buttons and
     tearing the shirt.

                              FOLEY
                 I don't know why, but every time he
                 opens his mouth I want to punch him
                 out.

                              BUDDY
                 He ain't the problem, Jack.

     Foley looks at him.

                              BUDDY (CONT'D)
                 You wanna pull your head outta your
                 ass and tell me why we're bringing her
                 with us?

     INT. CAR - SAME

     As Karen watches Glenn get into the car, sees him as the dome
     light comes on for a second or two before he closes the door.
     He half turns, laying his arm along the top of the seats, runs
     his hand through his hair...

                              GLENN
                 ...if he thinks he can talk to me like
                 this.  Shit, I don't even know what I
                 need them for.

     Karen leans forward to have a look, sees Foley and Buddy against
     the dark foliage.

                              GLENN (CONT'D)
                 I got a big score lined up up north.
                 They wouldn't even know about it, it
                 wasn't for me.  I could do it right
                 now myself, except it's so fucking
                 cold up there in January--

                              KAREN
                 Glenn?

     His head turns so that we can see his designer shades.

                              KAREN (CONT'D)
                 You don't remember me, do you?

                              GLENN
                      (beat)
                 It couldn't have been out at Glades,
                 if that's what you're thinking.  I was
                 never out there.

                              KAREN
                 No, that's not what I'm thinking.

     He raises his hand, strokes his hair away from his face.

                              GLENN
                 But you're sure we've met, huh?

                              KAREN
                 Last fall, I drove you from the Palm
                 Beach county jail to the federal
                 courthouse, twice.  You're Glenn
                 Michaels.
                      (then)
                 I never forget anyone I've cuffed and
                 shackled.

     He doesn't move or say a word, staring at her now like he's
     been turned to stone.

                              KAREN (CONT'D)
                 Let's think for a minute, Glenn, see if
                 we can work this out...

     He turns away, all the way around to look straight ahead...

                              KAREN (CONT'D)
                 Do we have a gun in the car?

                              GLENN
                 I remember you now.  Shit.

                              KAREN
                 Foley's not going to make it.  And if
                 he goes down, Glenn, you go with him.

     She touches his shoulder and he jumps.

                              KAREN (CONT'D)
                 Look, I can understand if you and Foley
                 are close.

                              GLENN
                 We're not.  I'm helping him, yeah--

                              KAREN
                 Wait.  Have you helped him, Glenn?  At
                 this point, technically, I doubt you
                 could be charged with aiding a fugitive.
                 So you still have a choice.  You can
                 help him and risk going down again,
                 get cuffed and shackled, hope to God
                 you pull a reasonable judge, not some
                 hard-on.  Or, if you want to play it
                 another way...

     She pauses.  He turns and looks at her.

                              GLENN
                 Like how?

     EXT. OVERPASS - SAME

     Foley watches a car pass on the highway.

                              BUDDY
                 You want to take her to my place and
                 get cleaned up?  You come out of the
                 bathroom with your after-shave on and
                 she goes, "Oh, I had you all wrong"?

                              FOLEY
                 I want to talk to her again, that's
                 all.  See what would happen under, you
                 know, normal circumstances.

                              BUDDY
                 You're too late, Jack.

     Foley doesn't say anything.  Just takes a deep breath as we
     HEAR THE CAR START and they both look over...

                              BUDDY (CONT'D)
                 He wants to get out of here and I don't
                 blame him.

     They start towards the car.  Then stop and watch as it takes
     off, tires squealing as the rubber hits pavement.  Their backs
     to us, they stand there watching the tailights until they're
     out of sight down the turnpike, neither of them saying a word.

     We hear SQUEAKY FOOTSTEPS OVER...

     CUT TO: A CORRIDOR IN LOMPOC FPC

     As Maurice Miller and his "man" -- a big black bulk named HIMEY
     -- strut purposefully up the hall.  They step into...

     THE PRISON LIBRARY

     Where Richard Ripley sits at one of the tables reading a big
     coffee-table book called "THE WARM WORLD OF TROPICAL FISH."

                              MAURICE
                 Dick.  My man.

     Ripley looks up as Maurice and Himey come strolling into the
     library, sit down on either side of a now very anxious Ripley.

                              MAURICE (CONT'D)
                 I got your fishies for you.

     He sets a small Ziploc with two tiny fish inside down on the
     table.

                              RIPLEY
                      (reaches for them)
                 Thank you...

                              MAURICE
                      (pulls them back)
                 Not so fast, Dick.
                      (off Ripley's look)
                 Starting now, there's gonna be an across
                 the board cost a living increase.

                              RIPLEY
                 What?

                              MAURICE
                 Year ago, I come in here on credit
                 card fraud, but after I shanked that
                 loudmouth pussy on the yard the other
                 day, my Dunn & Broadstreet, has gone
                 way the fuck up.

                              RIPLEY
                 I think it's Dunn & Bradstreet.  But
                 then, I could be wrong...

                              MAURICE
                 Whoever.  The point is, prices are
                 goin' up, too.  Better get your little
                 black book out, Richard.  We got some
                 business to talk about.

     Ripley sighs, takes out his black book and opens it.

                              MAURICE (CONT'D)
                 Let's start with the fish.  They was
                 two grand, but now they's three.

     Ripley looks at the two tiny fish in the bag.

                              MAURICE (CONT'D)
                 That Bausch & Lomb Saline shit you
                 asked for is gonna be eighty bucks.

                              RIPLEY
                      (writing)
                 Well, I need that...

                              MAURICE
                 ...and that extra pillow's gonna be an
                 even three c's.

                              VOICE
                 Hey.

     They all look to where...

     JACK FOLEY

     Sits at the far end of the table, reading a thick manual of
     some kind.  Himey gives him a mean stare.  Foley points to a
     sign that says "QUIET PLEASE."

                              FOLEY
                 Sign says "Shut the fuck up."  Or can't
                 you guys read?

                              MAURICE
                      (beat)
                 There a problem, Foley?

                              FOLEY
                 Yeah.

     Foley shuts the big book -- CHILTON'S AUTO REPAIR.

                              FOLEY
                 Yeah, I got a problem.  This is the
                 dumbest fucking shakedown in the history
                 of dump shakedowns.  Three hundred
                 bucks for a pillow?

                              MAURICE
                 That's right.

                              RIPLEY
                 Sounds high, doesn't it?

                              FOLEY
                 Must be a real soft pillow.

                              MAURICE
                 Faux goose down.

                              RIPLEY
                 Still...

                              FOLEY
                 How much for your company at chow?

                              MAURICE
                 Company, shit.  I watch the man's back.

                              FOLEY
                 I bet.  How much?

                              MAURICE
                 Another C.

     Foley shakes his head, turns to Ripley.

                              FOLEY
                 You're smart, Ripley, you'll tell this
                 guy to fuck off.

                              RIPLEY
                 Really?  Well, I uhhh...

                              FOLEY
                 First of all, if he kills you, he's
                 not gonna get any more money out of
                 you.

     Ripley looks at Maurice: Good point.

                              MAURICE
                 Man doesn't have to get killed.  He
                 could accidentally fall on something
                 sharp, like a shiv.  Or my dick.

     Ripley turns back to Foley now: Also a good point.

                              FOLEY
                 You stick anything in this guy, Snoop,
                 they transfer his ass outta here
                 faster'n you can throw a fight, and
                 you still end up with nothing.

     Ripley nods, takes this in.

                              MAURICE
                 This doesn't concern you, Foley.  Why
                 don't you go on out to the yard, have
                 yourself a smoke?

                              FOLEY
                 I don't smoke.

                              HIMEY
                      (slowly rising)
                 You heard the man.  Go on outta here.

     Foley doesn't move, just gives the guy a bored once over.

                              MAURICE
                 Himey here's a pro-toh-jay of mine.
                 He's ranked number thirty-two in the
                 federal prison system.

                              FOLEY
                      (looking at Himey)
                 Thirty-two outta what, twenty?

     Himey bulldozes forward, pulling his massive fist back to clock
     Foley in the head when...

     ...in one swift motion Foley brings his book up in one hand,
     like he's throwing a pie, and drives the hefty repair manual
     into Himey's face, snapping the big guy's head back, sending
     his feet flying out from under him so that he hits the floor
     back-first with a loud thud.

     Maurice goes for Foley who picks up the chair just as we hear A
     WHISTLE.  They all freeze, look to...

     A PRISONER AT ANOTHER TABLE

     Who nods towards the door.  We PAN OVER just as A GUARD APPEARS,
     takes in the scene as a dazed Himey slowly pulls himself up,
     covers his now bleeding nose.

                              GUARD
                 What's going on here?

                              MAURICE
                 Oh, you know, reading's funnamental
                 an' shit, we just excited.

                              GUARD
                 Clear outta here.

     The guard exits.  Maurice and Foley are still staring at each
     other.

                              RIPLEY
                 Excuse me.  Snoopy?  Did we settle the
                 fish thing?

                              MAURICE
                      (looks at Foley)
                 Yeah.  Sure.  It's all settled.

     He pours the water out of the bag and drops the fish into
     Ripley's open hand.  Maurice then squeezes Ripley's hand into a
     fist, crushing the fish.  He taps his fist to Ripley's.

                              RIPLEY
                 That's how you do it.

     Maurice gives Foley a last look, starts out of the room with
     Himey.  Ripley looks at the crushed fish in his hand, then at
     Foley.

                              RIPLEY
                 Thanks for your help.

                              FOLEY
                 Any time.

     We hear a PHONE RING and then...

     CUT TO: MAURICE MILLER'S HOUSE - THE BEDROOM - (NOW)

     As Maurice lies in bed watching a boxing match on television.

                              MAURICE
                 Stick and jab, fool.  Stick and jab.

     A frisbee whizzes past the television.  We hear A DOG YELP OS.

                              MAURICE (CONT'D)
                 Hey!  Watch that shit!

     Maurice's girlfriend MOSELLE - about thirty, sleepy-eyed, in a
     green bathrobe - picks the frisbee up off the floor as THE PHONE
     RINGS AWAY on the bedside table right next to Maurice.

                              MOSELLE
                      (calls OS)
                 Tuffy.  C'mere, boy...

                              MAURICE
                 You gonna answer the phone?

                              MOSELLE
                 What for?  It's not for me.

     Maurice watches as Moselle now tries to throw the frisbee to a
     little wire-haired terrier, but it just bounces off the dog's
     head.

                              MOSELLE (CONT'D)
                 Bad dog.

                              MAURICE
                      (scoops up the dog)
                 Moselle, the fuck are you doing to my
                 little Tuffy?

     He lovingly nuzzles the dog like it's his child.

                              MOSELLE
                 I'm trainin' Tuffy, so he can be on a
                 Kal Kan commercial, make us some extra
                 money.

     He looks at her.

                              MAURICE
                 That's the dumbest thing I heard in my
                 life.  Everybody knows Kal Kan doesn't
                 pay for shit.  You gonna get a gig,
                 it's gotta be for one of the big three:
                 Science Diet, Iams or that Cycle shit
                 for the fat dogs.  Now answer the fuckin
                 phone.

     She comes over, picks up the phone.

                              MOSELLE
                 Hello?
                      (hands it to Maurice)
                 For you.

                              MAURICE
                      (takes it)
                 This is me.

     EXT. PHONE BOOTH - GAS STATION - NIGHT

     An antsy Glenn with his shades on talks on the phone.

                              GLENN
                 Snoopy.  Glenn Michaels.

     INTERCUTTING GLENN & MAURICE:

                              MAURICE
                 Studs.  Hey, son, you must be one a
                 them psychic friends.  I was just
                 thinkin' about you.

     Glenn watches as some guy in a suit gets out of a black Lincoln
     Town Car and jogs to the john.

                              GLENN
                 Listen, Snoopy, I'm on my way up to
                 Detroit and need a place to crash.

                              MAURICE
                 You crazy, come up here?  It's fuckin
                 one degree outside.

                              GLENN
                 I wanna talk to you about a job.

                              MAURICE
                 Uh-huh.

                              GLENN
                 I can't really go into it right now.
                 I'll just tell you it's someone big.

                              MAURICE
                 Someone?  Gimme a hint.

                              GLENN
                 It's a guy you know.

                              MAURICE
                 Gimme another hint.

                              GLENN
                 It's Richard Ripley.

     Maurice doesn't say a word.

                              GLENN (CONT'D)
                 You there?

                              MAURICE
                 Oh, I'm here, all right.  I'm very here.
                 Question is, why aren't you here?

     EXT. BUDDY'S APARTMENT - SOMEWHERE IN FLORIDA - NIGHT

     As Foley and Buddy hurry up the front steps.

                              FOLEY
                 I'm just saying she wasn't scared.

                              BUDDY
                 Cause she had her hand on her gun the
                 whole time, waiting to make her move.

     Buddy opens the door, looks at Foley.

                              FOLEY
                 You're just jealous it was me in the
                 trunk with her and not you.

                              BUDDY
                 You're right.

     INT. BUDDY'S APARTMENT - NIGHT

     A "hideout."  Not much in the way of furnishings.  Foley follows
     Buddy inside, watches as he bolts the door.

                              FOLEY
                 First thing I'm gonna do is get all
                 this mud off me.

     Foley starts for the bathroom.

                              FOLEY (CONT'D)
                 I've been dreaming about a hot bath
                 for the last six months.  Soak the prison
                 off me.

                              BUDDY
                 There's some lilac oil, you want some,
                 a vanilla candle under the sink.

                              FOLEY
                 Oh, man.

                              BUDDY
                 There's something about a nice hot
                 bath, transforms a person.  It's not
                 just about opening up your pores, know
                 what I mean?  There's just something
                 about the heat and the wet that's
                 calming you know?  Settles me in a way
                 that I really can't articulate.

                              FOLEY
                 I know exactly what you mean.  It's
                 just a feeling.
                      (beat)
                 You know, I could go for some wine
                 tonight.

                              BUDDY
                 There's a store around the corner,
                 I'll be right back.

                              FOLEY
                 Sounds great.

     Foley goes into the bathroom.  A moment later WE HEAR THE BATH
     RUNNING.

     INT. APARTMENT HALLWAY - DAY

     As Buddy leaves the apartment, starts down the hall, KAREN STEPS
     INTO FRAME, watches as he disappears down the stairs.  Gun drawn,
     she then moves towards the apartment.

     INT. BATHROOM - DAY

     As Foley undresses, picks up a candle off the sink and smells
     it.  He notices his nude image in the mirror and checks himself
     out.

     INT. APARTMENT - DAY

     As Karen slips the door.  She looks around, HEARS THE WATER
     RUNNING.

     She racks the slide on her gun, snicks off the safety and starts
     for the bathroom.  Suddenly, the water is turned off.  She stops
     where she is.  She then moves a careful step at a time towards
     the open doorway.

     Gradually the tub comes into view, beginning with Foley's feet
     resting crossed on the other end, then the middle of the tub,
     then she's in the doorway, looking down at...

     Foley, lying there in the tub, his eyes closed.  Karen cuts her
     eyes down the length of him, taking a moment here to check him
     out, long enough for Foley to open his eyes and grab her hand,
     the one holding the gun.

                              FOLEY
                 Hey.

     They look at each other a moment.  He then pulls her down to
     him and kisses her.  She kisses him back.  He then pulls her
     into the tub with him as we now hear...

                              MARSHALL SISCO (VO)
                 Karen...?

     CUT TO: KAREN

     As she opens her eyes.

                              KAREN
                 What?

     REVEAL: A HOSPITAL ROOM - DAY

     Flowers everywhere.  Karen -- bruises on her face -- lies in
     bed.  Her father, Marshall, sits on the chair beside her.

                              MARSHALL
                 You were talking in your sleep.

                              KAREN
                      (beat)
                 What'd I say?

                              MARSHALL
                 "Hey, yourself."

                              KAREN
                 Huh.

     We hear A KNOCK at the door.  They look to where Special Agent
     DANIEL BURDON -- black, forties, expensive suit -- stands in
     the doorway, file in one hand.

                              KAREN (CONT'D)
                 Hello, Daniel.

                              BURDON
                      (to Marshall)
                 Daniel Burdon, FBI.

                              MARSHALL
                 Marshall Sisco.  Karen's dad.

                              BURDON
                 You mind please waiting outside.  We
                 have some business to do here.

     Marshall looks at him a moment.  Then, to Karen...

                              MARSHALL
                 I need to go to the john anyway.

     Burdon waits for Marshall to walk out, then sits down.

                              KAREN
                 I wanna be on the task force, Daniel.

                              BURDON
                 That's nice of you to offer, Karen,
                 but I got all the help I can use right
                 now.  Instead, let's talk about how
                 you got the bump on your head.

                              KAREN
                      (indicates file)
                 Isn't that my report you're holding
                 onto?

                              BURDON
                 Yes, but I want to hear you tell it.
                 Starting with when you tried to grab
                 the wheel -- where was this?

                              KAREN
                 Coming to the Okeechobee exit...

     And now we see it...

     INSIDE THE CAR

     Going over a hundred miles per hour, blowing past cars...

                              KAREN
                 Take the next exit.

                              GLENN
                 What am I supposed to do now?

                              KAREN
                 Glenn, take the exit.

                              GLENN
                 No way, man, no fuckin' way am I gonna
                 turn myself in.

     She reaches over and grabs the wheel.

                              GLENN (CONT'D)
                 The fuck are you doing?!

     He hits the brakes.  The car goes off the road, down the grade,
     the abutment coming right at us as we go back to...

     THE HOSPITAL ROOM

     As Burdon sets the file down, sits back now.

                              KAREN
                 The next thing I knew, the paramedics
                 were taking me out the car.

     Burdon looks at Karen a moment, then...

                              BURDON
                 There's a couple of points I keep
                 wondering about have to do with the
                 two guys that grabbed you.  Buddy is
                 it?  And this fella Jack Foley.  I
                 swear the man must've robbed two hundred
                 banks in his time.

                              KAREN
                 Really?  Huh.  He told me he didn't
                 remember how many he robbed.

                              BURDON
                 You talked to him?

                              KAREN
                 In the trunk, yeah?

                              BURDON
                 What'd you talk about?

                              KAREN
                 Oh... different things, prison, movies.

                              BURDON
                 This fella holds you hostage, you talk
                 about movies?

                              KAREN
                 It was an unusual experience.

                              BURDON
                 Foley made me think of that fella Carl
                 Tillman, the one you were seeing, it
                 turns out the same time he was doing
                 banks.  You recall that?

                              KAREN
                 When I was seeing Carl Tillman, I didn't
                 know he robbed banks.

                              BURDON
                 Yeah, but I had enough reason to believe
                 he did, and I told you.  So you had to
                 at least suspect him.

                              KAREN
                 And what happened to Carl?

                              BURDON
                 The time came, you shot him.  But you
                 didn't shoot Foley or the guy with
                 him.  They're unarmed, you had a shotgun
                 and you let them throw you in the trunk.
                 Okay, now you got your Sig in your
                 hand.  You say in the report you
                 couldn't turn around, he had you pinned
                 down.  But when the trunk opened, how
                 come you didn't cap the two guys then?

                              KAREN
                 Is that what you would've done?

                              BURDON
                 You say in the report Glenn didn't
                 have a gun, but you let him get away,
                 too.

                              KAREN
                 Daniel, what do you work on most of
                 the time, fraud?  Go after crooked
                 bookkeepers.

                              BURDON
                 Karen, I've been with the Bureau fifteen
                 years, on all kinds of investigations.

                              KAREN
                 Have you ever shot a man?  How many
                 times have you been primary through
                 the door?

                              BURDON
                 I have to qualify, is that it?

                              KAREN
                 You have to know what you're talking
                 about.

     We hear CHUCKLING OS.  Burdon glances at the doorway where we
     see Marshall now standing, enjoying this.

                              BURDON
                 We'll talk another time, Karen.  All
                 right?  I'd like to know why Foley put
                 you in that second car when he didn't
                 need you any more.

                              KAREN
                 You'll have to ask him.

                              BURDON
                 Sounds to me like he liked having you
                 around.  I'll see you, Karen.  Mr.
                 Sisco.

                              MARSHALL
                 Agent Burdon.

     Marshall waits for him to walk out...

                              MARSHALL (CONT'D)
                 The white man's Burdon.  That's what
                 everybody calls him in Miami.  The
                 Metro-Dade guys.  He's got a knack for
                 pissing people off.

     She's not listening.  He sits down, takes her hand...

                              MARSHALL (CONT'D)
                 What are you thinking about?

                              KAREN
                 The Sig Sauer you got me for my
                 birthday.

                              MARSHALL
                 Tell you what, you're a good girl, you
                 might get another one for Christmas.

     She looks at him.

                              KAREN
                 I'll get it back when I get Foley.

     EXT. BUDDY'S APARTMENT BUILDING - DAY

     A dozen GERIATRIC RESIDENTS sit on chairs out front as Buddy
     climbs the steps carrying a bag of groceries under one arm,
     newspaper under the other.  An old woman comes out the door as
     Buddy opens it and squints at him.

                              OLD WOMAN
                 Oh--  Are you delivering the oxygen?

                              BUDDY
                 Uh, no, ma'am.  Sorry.

     INT. BUDDY'S APARTMENT - DAY

     Buddy's REAL apartment, not the one Karen pictured in her dream.
     This one's nicer, with a view of the beach.  Jack stands on the
     balcony going through KAREN'S PURSE.

     He pulls out her wallet, checks out her driver's licence photo.
     He does the same with her gym I.D. card.  He finds her address
     book and opens it up.  A photo of her father slips out.  Jack
     examines it a moment, then flips through the book.

     He stares at something in her bag a moment, then reaches in
     and comes up with her us Marshal I.D.  He slips it open and
     studies the badge and the picture opposite.

     He holds on to it, looks out at the ocean, but really sees...

     THE OPEN TRUNK OF THE CAR - LAST NIGHT

     As Karen gets out, saying...

                              KAREN
                 You win, Jack.

     BACK IN THE APARTMENT

     Foley turns away from the view as Buddy walks in, sets the
     grocery bag down on the coffee table.

                              BUDDY
                 You made the front page.

     He holds up the newspaper so that Foley can see his picture on
     the front page: an unflattering mug shot that doesn't look all
     that much like him.

                              BUDDY (CONT'D)
                 They pass this picture around you can
                 go anywhere you want, nobody'll know
                 you.

                              FOLEY
                 I wasn't feeling my best that day.
                 I'd just drawn thirty to life.

                              BUDDY
                 Maybe this'll make you feel better.

     Buddy reaches into the bag, tosses Foley a NEW ZIPPO.

                              FOLEY
                 Thanks.

     Foley catches the lighter, immediately begins playing with it.
     He looks at the paper on the coffee table as Buddy sits down,
     pulls some groceries and a sixpack from the bag.

                              BUDDY
                 Paper says there's ten grand each on
                 you, Chino and Lulu.

                              FOLEY
                 Say anything in there about Karen Sisco?

                              BUDDY
                 Just that she got away.

                              FOLEY
                 Yeah, but what happened after she drove
                 off with Glenn?

                              BUDDY
                 You'll have to ask Glenn.  And most
                 likely, he's on his way to Detroit,
                 where we should be.

     Foley walks back out on to the balcony, looks at the contents of
     Karen's bag spread out on the table.

                              BUDDY (CONT'D)
                 You realize what you're doing?  Worrying
                 about a person that works in law
                 enforcement.  You want to sit down and
                 have cocktails with a girl that tried
                 to shoot you.  You hear what I'm saying?

     Foley holds up the picture of Marshall Sisco.

                              FOLEY
                 Think this old guy is her boyfriend?
                 It's the only picture she carries.

                              BUDDY
                 Am I going to Detroit by myself?

     Foley picks up her drivers licence photo.

                              BUDDY (CONT'D)
                 Longer we hang around down here, Jack,
                 better chance there is either Glenn's
                 gonna fuck up the whole score, or we
                 gonna get busted, or both.

                              FOLEY
                 We'll leave first thing in the morning.

     EXT. MARSHALL SISCO'S CONDO - DAY

     Right on a marina.  Boats bobbing on the water.

                              MARSHALL (VO)
                 Is this Foley?

     INT. MARSHALL SISCO'S CONDO - DAY

     Marshall sits in his chair holding up a newspaper as Karen hands
     him a drink.  She stares at the photograph.

                              KAREN
                 He doesn't even look like that.

                              MARSHALL
                 No?

                              KAREN
                 No, he looks a lot...

     She realizes Marshall's watching her.

                              KAREN (CONT'D)
                 Different.

     The doorbell RINGS.  She ignores his look, gets up.  Walks to
     the door and opens it to reveal RAY NICOLET, boots, leather
     jacket, etc.  Cowboy Cop.

                              KAREN (CONT'D)
                 Hi, Ray.

                              RAY
                 You look great.  Your dad taking good
                 care of you?

                              KAREN
                 He took the week off so we'd have time
                 together.  So far he's worked on his
                 boat every day.  Dad?  Ray Nicolet.

     Marshall gets up, shakes his head.

                              RAY
                 I've heard a lot about you, Mr. Sisco.

                              MARSHALL
                 Likewise.

                              KAREN
                 Ray's with the F.B.I. Task Force,
                 working on the prison break.

                              MARSHALL
                      (eyeing his T-shirt)
                 I see that.

     Ray turns to Karen, holding his jacket open to show the task
     force inscription on his T-shirt in red, the guy's .357 tucked
     into his waistband.

                              MARSHALL (CONT'D)
                 In case no one knows what he does.
                 Tell me, Ray, you ever wear one says,
                 "Undercover"?

                              RAY
                 No.  Course not.

                              KAREN
                      (changing the subject)
                 How's it going?

                              RAY
                 Great.  We got one of 'em.

     Karen looks at him.

                              KAREN
                 Was it Foley?

                              MARSHALL
                      (before he can answer)
                 Off a tip?

                              RAY
                 Yeah, someone spotted two of 'em in
                 this hobo camp out by the airport,
                 called the number--

                              MARSHALL
                 I knew it, soon as I saw they were
                 offering a reward.

     She grabs Nicolet by the arm.

                              KAREN
                 Was it Foley?

     Marshall looks at her.

                              RAY
                 Foley?  Oh.  No, it was one of the
                 Cubans.  Linares.

                              KAREN
                 Oh...

                              RAY
                 We went out there, full SWAT, two
                 choppers, the whole bit, but Linares
                 started shooting anyway.  We put him
                 down, but somehow Chirino got away.

                              MARSHALL
                 Did you pay the guy the reward?

                              RAY
                 Yeah, as soon as we got back.

                              KAREN
                 Foley hadn't been there?

     Her father gives her a look.

                              RAY
                 This place was strictly Cuban.  If
                 Foley had a ride he must have his own
                 agenda. He seems to be the only one
                 knows what he's doing.

     THE PHONE RINGS.  Marshall moves to it.

                              MARSHALL
                 Hello?
                      (beat)
                 Yeah, she is.  Just a minute.
                      (hands her the phone)
                 For you.

                              KAREN
                 Hello?

     CUT TO: FOLEY ON THE PHONE - DAY

     On the balcony.  Flipping through a copy of Vogue while Buddy
     watches television inside.

                              FOLEY
                 Hi.

     INTERCUTTING KAREN & FOLEY - DAY

     Karen just stands there, sees her father looking at her as Ray
     drones on.

                              FOLEY
                 You know who this is?

                              KAREN
                 Yes.

     She walks out to her father's balcony now.

                              FOLEY
                 I just wanted to see if you're okay,
                 make sure Glenn didn't hurt you or,
                 you know, anything.

                              MARSHALL
                 Something I've been wondering, Ray...

     Marshall picks up the newspaper...

                              MARSHALL (CONT'D)
                 It says in the headline, "I slept with
                 a murderer, says shaken Miami woman."
                 She lives in Little Havana, her
                 husband's out of town working when one
                 of the escapees shows up at her door...

     She closes the glass door, so that they won't hear her.

                              KAREN
                 How'd you get this number?

                              FOLEY
                 Who was it answered the phone?

                              KAREN
                 None of your business.

                              FOLEY
                 I'm just worried maybe I'm not old
                 enough for you.

                              KAREN
                 That's my dad.

                              FOLEY
                 Really.  He has a cop's face.

                              KAREN
                 How do you know?  Wait-- you have my
                 wallet.

                              FOLEY
                 And your gun.

                              KAREN
                 Think I could have them back?

                              FOLEY
                 How do we do that?

                              KAREN
                 Let's see.  You could come on by my
                 dad's place, drop 'em off.

                              FOLEY
                 Sure.  I'll just leave 'em with the
                 S.W.A.T. guy answers the door.

     Foley stops flipping through the magazine, stares at what he's
     been looking for: an ad for Defiance perfume.

                              KAREN
                 There's a guy here on the task force
                 right now.  Maybe I should put him on
                 the phone, let you two work it out.

                              FOLEY
                 You won't do that.

                              KAREN
                 Why not?

                              FOLEY
                 Because you're having too much fun.

     She doesn't know what to say to that.  Foley smells the ad.

     INSIDE THE HOUSE

                              MARSHALL
                 ...She fixes him pork chops and rice,
                 the next thing you know they're making
                 love on the sofa.  She says he was
                 very gentle.

                              RAY
                 I spoke to her.  The guy told her he
                 missed his little girl and she felt
                 sorry for him.

                              MARSHALL
                 That's how you score now?

     ON THE PATIO:

     Karen looks inside at her father talking with Ray Nicolet.

                              KAREN
                 My dad's retired.  He was a Private
                 Investigator.  Forty years.  I used to
                 work for him.

                              FOLEY
                 I can just picture that, a cute girl
                 like you following slip-and-fall and
                 whiplash cheaters.

                              KAREN
                 Something I've been wondering, what
                 ever happened to your Uncle Cully?

                              FOLEY
                 Why?  You think he might tell you where
                 I am?

                              KAREN
                 Unless you wanna tell me.

                              FOLEY
                 He's dead.  He did twenty-seven years
                 before he came out and died not too
                 long after in Charity Hospital, I think
                 trying to make up for all the good
                 times he'd missed.
                      (then)
                 That's not gonna be me.

                              KAREN
                 One last score, that the idea?  Move
                 to some island.

                              FOLEY
                 I'm partial to mountains myself.  But
                 if you like islands, we'll make it an
                 island.

                              KAREN
                 Whatta you mean we'll make it an island?

                              FOLEY
                 I just thought maybe you and me could--

     Buddy opens the door, sticks his head out, startles Foley.

                              BUDDY
                 Who you talking to?

                              KAREN
                 Is that Buddy?

     Foley's caught off guard, hangs up the phone.  He looks at Buddy.

                              FOLEY
                 What?!

                              BUDDY
                 You better come see this.

     INT. MARSHALL'S CONDO - DAY

     As Karen stands on the balcony another moment, then hangs up,
     opens the sliding door and walks back into the living room.

                              RAY
                 The woman also said he stole her
                 husband's gun, a twenty-two pistol,
                 and some of his clothes.

                              MARSHALL
                 So the woman's married.  She goes to
                 bed with this prison escapee because
                 he misses his little girl and then
                 tells the world about it.  But you
                 don't reveal her name, you protect
                 her.  It sounds like you're saying
                 it's okay as long as her husband doesn't
                 find out about it.  Like the guy who
                 cheats on his wife, saying what she
                 doesn't know won't hurt her.

                              KAREN
                 Dad.

     He looks over at her now.  Gives her an innocent look.

                              MARSHALL
                 What?

     INT. BUDDY'S APARTMENT - DAY

     As Foley and Buddy watch a news report on the earlier events at
     the hobo camp.  We catch a glimpse of RAY NICOLET, GUN IN HIS
     WAISTBAND, STICKING HIS CHEST OUT FOR THE CAMERA.

     Foley shakes his head as they show a shot of Lulu's body covered
     with a sheet.

                              FOLEY
                 Chino's gonna wanna talk to me.

                              BUDDY
                 He's running for his life, he doesn't
                 give a shit about you.

                              FOLEY
                 He's gotta know by now that I gave him
                 up back at Glades.  He does, he's gonna
                 try to find me.  Maybe go see Adele,
                 see what she knows.

                              BUDDY
                 He knows where she lives?

     Foley doesn't answer.  Buddy mutes the set.  Turns to Foley.

                              BUDDY (CONT'D)
                 Jack?

                              FOLEY
                 We were talking one time, drinking
                 rum.  I may've mentioned Adele, how
                 she worked for a magician.  Chino got
                 interested.  He's like, Yeah?  How
                 does he saw the woman in half?  He
                 wanted to meet her.  Or get a look at
                 her if she ever came to visit.

                              BUDDY
                 So call her up.  Tell her don't talk
                 to any Cubans.

                              FOLEY
                 Her phone's probably tapped.

                              BUDDY
                 And you know they're gonna have some
                 people watching the hotel.

                              FOLEY
                 Shit.

     EXT. MARSHALL SISCO'S BOAT - DAY

     Karen stands there with her car keys and purse as Marshall paints
     the trim on the boat.

                              MARSHALL
                 Remember, pay attention to how she
                 talks about Foley, her tone.  Do it
                 right, she'll tell you things she
                 wouldn't tell Burdon.  Tell her you
                 think he's a nice guy.  No, first tell
                 her about being in the trunk with him,
                 in the dark for half an hour, and see
                 how she takes it.  If she's in on it,
                 what does she get for all the
                 aggravation; cops breathing on her?  I
                 bet nothing.  So she still likes him
                 enough to stick her neck out.  You
                 think that's possible?  What kind of
                 guy is he?

                              KAREN
                 He's pretty laid back, confident.

                              MARSHALL
                 He remind you of that guy, Tillman?

                              KAREN
                 Not at all.

                              MARSHALL
                 But you know he's dirty and you still
                 wanna see him again.

                              KAREN
                 I want to bust his ass, put him in
                 shackles.

                              MARSHALL
                 Maybe.  But you're also curious about
                 the man.  Twice last night you asked
                 your married boyfriend Nicolet about
                 him.  You were concerned, but you didn't
                 want to show it.

                              KAREN
                 My married boyfriend - setting him up
                 with that news story so you could talk
                 about infidelity.  I couldn't believe
                 it.

                              MARSHALL
                 You like the wild ones, don't you?
                 Tillman, Nicolet and now Foley.  You
                 know, I've always said there's a thin
                 line between the cowboy cops and the
                 armed robbers, all those guys that
                 love to pack.

                              KAREN
                 Foley kidnapped me.

                              MARSHALL
                 Yeah, but you talked all the way from
                 GCI to the turnpike.  It sounds more
                 like a first date than a kidnapping.
                 
     She gives him a look.  He goes back to his painting.

                              MARSHALL (CONT'D)
                 Go talk to the ex-wife.

     INT. ADELE DELISI'S APARTMENT - DAY

     As Adele comes in, drops a stack of her cards on the glass-topped
     dining table and turns on the window air-conditioner when THE
     PHONE RINGS.  She grabs it...

                              ADELE
                 Hi, this is Adele speaking.

     EXT. PAYPHONE - DAY

     Adele's neighbourhood.  Near the beach.  Chino on the phone.  He
     wears a painter's cap and a white jumpsuit...

                              CHINO
                 Oh, is this Adele?

                              ADELE (PHONE)
                 Yes, it is.

                              CHINO
                 Uh-- sorry.  Wrong number.

     He hangs up, glances about, then checks the little .22 stuck in
     one of his pockets.  As he then starts off down the street, we
     can see the name "COLOR MY WORLD HOUSEPAINTING" on the back of
     the jumpsuit.

     INT. BUDDY'S CAR - DAY

     Buddy drives.  Foley -- in a bright orange and ochre beach outfit --
     is beside him.  Buddy looks at him, shakes his head.

                              BUDDY
                 Nice disguise.

                              FOLEY
                 I'm a tourist.

                              BUDDY
                 You at least bring the gun?

                              FOLEY
                      (lifts straw bag)
                 In here with my suntan lotion and beach
                 towel.
                      (points)
                 That's her place.

     As they drive past, Buddy indicates a MAN on the steps out front,
     obviously FBI...

                              BUDDY
                 There.  You see the guy sitting on the
                 porch?  The old ladies and one guy?
                 You know they'll have a couple more in
                 a car somewhere.

                              FOLEY
                      (watching something
                       else)
                 Uh-huh...

     Buddy follows Foley's gaze to...

     ACROSS THE STREET

     As a car door opens and Karen Sisco gets out, rifles her purse
     for change.  She drops a quarter, Foley now watching as she
     bends down to grab it, her skirt hiking way up her thigh...

                              BUDDY
                 Oh, my.

     Foley watches, her hair in her face as she tries to reach under
     the car and grab it.

                              BUDDY (CONT'D)
                 Okay, you saw her.  That's all you
                 get.

     They watch as she walks to the Normandie and shows the YOUNG
     AGENT her ID...

                              FOLEY
                 I guess Adele's in good hands.

                              BUDDY
                 Sure looks that way.

                              FOLEY
                      (finally)
                 Let's go to Detroit.

                              BUDDY
                 Now you're talkin'.

     INT. HALLWAY OUTSIDE ADELE'S APARTMENT - DAY

     Adele has the chain on the door, talks to Karen through the
     narrow opening.

                              ADELE
                 You were both in the trunk?  Together?

                              KAREN
                 From Glades to the turnpike.  Then I
                 left with Glenn.

     Karen watches Adele's face in the opening, freshly made up,
     heavy on the eye shadow and lip gloss.

                              KAREN
                 The FBI didn't tell you I was with
                 them?

                              ADELE
                 They didn't tell me anything, they
                 asked questions.

                              KAREN
                 But you know what I'm talking about,
                 don't you?  About Glenn, don't you,
                 and the second car?

                              ADELE
                 I know a Glenn.

     She thinks a moment.  The door closes and opens again, all the
     way.  Adele stands there in a robe, hanging partly open, panties,
     but no bra.

                              ADELE (CONT'D)
                 I'm getting ready to go out.  You can
                 come in if you want, sit down for a
                 minute.  Would you like a Diet Coke?
                 
                              KAREN
                 No, thanks.

     She comes in, checks out the place.  She turns a chair from the
     glasstop table and sits down as Adele comes out of the
     kitchenette with a Diet Coke and packet of cigarettes.

                              ADELE
                 Those are cute shoes.  The kind of
                 jobs I get, I have to wear these killer
                 spikes, they ruin your feet.

     She walks away, comes back with an ashtray.

                              ADELE (CONT'D)
                 When you were in the trunk with Jack...

     Karen waits, watches her light her cigarette.

                              ADELE (CONT'D)
                 He didn't hurt you or anything, did he?

                              KAREN
                 You mean, did he try to jump me?  No,
                 but he was kind of talkative.

                              ADELE
                 He gets that way when he's nervous
                 sometimes.

     Adele sits down at the other end of the table.

                              KAREN
                 You didn't visit him in prison.

                              ADELE
                 He didn't want me to.

                              KAREN
                 Why not?

                              ADELE
                 I don't know.  He was different after
                 he was sentenced, looking at thirty
                 years.  Said it depressed him every
                 time the younger cons called him an
                 old timer.

                              KAREN
                 But you spoke to him on the phone.

                              ADELE
                 He'd call every once in a while.

                              KAREN
                 He called the day he escaped.

                              ADELE
                 He did?  I don't remember.  Did he say
                 about me?  In the trunk?

                              KAREN
                      (beat, lies)
                 He said he wished the two of you could
                 start over, live a normal life.

                              ADELE
                 Huh.  Problem is, Jack's idea of a
                 normal life is robbing banks.  It's
                 all he's ever done.

                              KAREN
                 Did you know that when you married
                 him?

                              ADELE
                 He said he was a card player.  I could
                 live with that.  I never knew he robbed
                 banks till he got busted with that car
                 that caught fire -- if you can imagine
                 something like that happening, comes
                 out of the bank and the car's on fire.
                 I did go see him in jail to tell him I
                 was filing for divorce.  He said,
                 "Okay."  Jack's so easy going.
                      (then)
                 He was fun, but never what you'd call
                 a real husband.

     Adele looks out the window.  Karen waits, looks to an end table
     where she sees a photograph of Jack and Adele on a boat somewhere
     ten years back.

                              ADELE (CONT'D)
                 I'll say one thing for Jack, he was
                 never ugly or mean, or drank too much.
                 He was very considerate, lights on or
                 off, if you know what I mean.

                              KAREN
                 Really.
                      (looking at the picture)
                 Hm.

     She realizes Adele is looking at her.

                              KAREN (CONT'D)
                 Adele, sooner or later, he's gonna get
                 caught.  I'd like to get him before he
                 does something else, makes it worse on
                 himself.

                              ADELE
                 Buddy'll take care of him.  Keep him
                 out've trouble.  He's Jack's conscience.
                 Always has been.
                      (chuckles)
                 He tell you how they met?

     Karen shakes her head.

                              ADELE (CONT'D)
                 Jack came out of a bank he just robbed
                 in Pasadena, couldn't get his stolen
                 car to start.  Battery was dead.  He
                 looks over, sees Buddy sitting in a
                 burgundy Bonneville, goes up, offers
                 him a thousand dollars for a jump.
                 Turns out, Buddy was casing the same
                 bank and saw the whole thing.  Buddy
                 says, I'll take the thousand, but we're
                 leaving in my car, not that piece of
                 shit you come in.
                      (then)
                 They musta robbed fifty banks together.

                              KAREN
                 Till they got busted.