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ALL SCRIPTS





   "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.

                              ADELE
                 That wasn't Jack's fault.  No, that
                 was on account of Buddy, for some
                 reason, decided to call his sister and
                 confess to a job before they'd done it
                 instead of after.  She called the FBI
                 and they both went down, ended up at
                 Lompoc.
                      (then)
                 I think Buddy felt kinda bad about
                 that.

                              KAREN
                 Any idea where I could find Buddy?  Or
                 Glenn?

     Adele looks at Karen, then jumps at the sound of three quick
     raps on the door.

                              CHINO'S VOICE
                 Adele?  You in there?

                              ADELE
                 Yes.

                              CHINO
                 I want to speak with you, please.

                              ADELE
                 Who is it?

                              CHINO'S VOICE
                 I talk to the guy you work for, Emil.
                 He tole me your number and where you
                 live.  See, I'm looking for an assistant
                 and would like to speak to you.

                              ADELE
                 Oh.  Uh-huh.

                              CHINO'S VOICE
                 You did work for Emil, right?

                              ADELE
                 Yeah, I was Emil's box-jumper for almost
                 four years.

                              CHINO'S VOICE
                 You were his what, his box?

                              ADELE
                 His assistant.

     Karen looks at the door.  Something's wrong... through the glass
     bricks that line one side of the door, we see blurred movement
     on the other side, someone doing something...

                              ADELE (CONT'D)
                 You say you perform in the Miami area?

                              CHINO'S VOICE
                 Yes, around here.  I was a mayishan in
                 Cuba before I come here.  Manuel the
                 Mayishan was my name.

     And now Karen and Adele look at each other.

                              CHINO'S VOICE (CONT'D)
                 Can you open the door?

     Karen shakes her head "no."

                              ADELE
                 I'm not dressed.

                              CHINO'S VOICE
                 Listen to me.
                      (lowers his voice)
                 I'm a good friend of Jack Foley.

     Boom.  Karen gets to her feet, brings her bag to the edge of
     the table, sees Adele staring at her.

                              KAREN
                 Ask him his name.

                              ADELE
                 Who are you?

                              CHINO'S VOICE
                      (beat)
                 Jose Chirino.

     Karen brings her Beretta out of the bag.

                              CHINO'S VOICE (CONT'D)
                 Or maybe you hear Jack Foley call me
                 Chino.  I'm the same person.

     Karen moves along the table to Adele...

                              KAREN
                      (soft)
                 Tell him to wait in the hall, you have
                 to get dressed.  Say it loud.

     As Adele speaks, Karen racks the slide on her 9mm.

                              ADELE
                 Wait in the hall!  I have to get
                 dressed!

                              CHINO'S VOICE
                 Tell me where is Jack Foley, I don't
                 bother you no more.

     Karen motions for Adele to keep talking as she takes a position
     beside the door, where we now see Chino's silhouette in one of
     the three glass panels in the centre of the door.

                              ADELE
                 I don't know where he is.

                              CHINO'S VOICE
                 Listen, I'm the one help Jack escape
                 from prison.  He tole me, I can't find
                 him to see you.  So why don't you open
                 this fucking door.  Okay?  So we can
                 speak.

                              ADELE
                      (staring at Karen)
                 Go away, or I'll call the police.

                              CHINO'S VOICE
                 Why you want to do that, to a frien'?

     Adele says nothing.  Then...

                              CHINO'S VOICE (CONT'D)
                 Okay, you don't want to help me, I'm
                 leaving.
                      (then)
                 I'm going now.  I see you maybe some
                 time, okay?  Bye bye.

                              KAREN
                      (low)
                 Go in the bedroom and --

     Suddenly, Chino's fist -- wrapped in his shirt -- explodes
     through one of the glass panels.  Adele and Karen both jump as
     Chino pushes his arm through, reaches for the door knob...

     ...but Karen grabs the knob first and, using all of her weight
     as leverage, pivots and flings the door open with Chino's arm
     still sticking through the glass...

     ...the force of which slingshots the man into the room where he
     bangs against a wall and falls to the floor.  Dazed, Chino
     reaches for his .22 as he now tries to get to his feet.

     Karen brings up her Beretta in two hands, cocks it and puts the
     front sight on his chest.

                              KAREN (CONT'D)
                 Leave it where it is.

                              CHINO
                      (frowning)
                 Wait.  You not Adele?

                              KAREN
                 I'm a federal marshal and you're under
                 arrest.  Put the gun on the table.  I
                 mean, now.

                              CHINO
                 Oh.  Then this must be Adele...

     He now aims the gun point-blank at Adele.

                              KAREN
                 Put it down or I'll shoot.

                              CHINO
                 You wouldn't shoot me, would you?

                              KAREN
                 What do you want to bet?

                              CHINO
                      (beat)
                 I could walk out of here.

                              KAREN
                 If you move, if you look at her again,
                 you're dead.

     Chino doesn't move.  Keeps his gun on Adele.  Karen starts
     walking towards him...

                              KAREN (CONT'D)
                 You can live or die, it's up to you.

                              CHINO
                 Oh, is that right?  You going to shoot
                 me?  Nice girl like you?
                      (smiles)
                 I don't think so.

                              KAREN
                 You don't, huh?

     And with that, she kicks him in the knee.  Chino buckles over
     and she hits him on the side of the head with her gun...

                              ADELE (CONT'D)
                 On your knees.

     He does as he's told.  Karen raises his jacket, feels around
     his waist from behind.

                              ADELE (CONT'D)
                 Lie face down on the floor.

                              CHINO
                      (hurting)
                 What?!

     She kicks him over onto his stomach and stays there.  She puts
     her foot to his back as she reaches for the phone, dials.  She
     sees Adele staring at her.

                              CHINO (CONT'D)
                      (to Adele)
                 Excuse me...

     Karen looks at Adele a moment, then says into the phone...

                              KAREN
                 Daniel Burdon, please.  Karen Sisco.

                              CHINO
                 Excuse me, Adele?

                              ADELE
                 Yes.

                              CHINO
                 You do the sawing of the box in half
                 trick with you inside?

                              ADELE
                      (beat)
                 Yes.

                              CHINO
                 Tell me, how do you do that?

     Adele looks at Karen, who shoves Chino's head to the floor with
     her foot.

                              KAREN
                 Shut up.

                              BURDON (PHONE)
                 Karen.  Where are you?  I been trying
                 to get a hold of you.

                              KAREN
                 Daniel.  Listen --

                              BURDON (PHONE)
                 Where are you?  I been trying to reach
                 you.

                              KAREN
                 I'm at Adele Delisi's.

                              BURDON (PHONE)
                 What-- we already talked to her.  That's
                 a dead end.

                              KAREN
                      (looking at Chino)
                 Yeah, I know.  I was just leaving.
                 Why were you trying to reach me?

                              BURDON (PHONE)
                 There was a Buddy Bragg at Lompoc around
                 the same time Foley was there.  We got
                 an address for him at the Adams Hotel
                 in Hallandale.  I want you to go there,
                 see if you can get the manager to i.d.
                 him as the other guy.  If he does, you
                 call me right away...

                              KAREN
                 All right, but...

                              BURDON (PHONE)
                 But don't you do anything.  You just
                 have a seat, wait for me to get there.

                              KAREN
                 Sure, Daniel.

                              BURDON (PHONE)
                 Now.  What is it you wanted to tell
                 me?

                              KAREN
                 Oh, I was just wondering, if I were to
                 bring in Chirino, would you put me on
                 the task force?

                              BURDON (PHONE)
                      (impatient)
                 What?  Is that what you're calling me
                 about?

                              KAREN
                 Yes or no, Daniel.  If I get him, will
                 you let me go after Foley?

                              BURDON (PHONE)
                 Yeah, sure, Karen.  You bring in
                 Chirino, you can be on the task
                 force.

                              KAREN
                 That's all I wanted to know.

                              BURDON (PHONE)
                 Good.  Now forget about the ex-wife
                 and get over to the Adams Hotel.

     Karen hangs up, looks at Adele.  Adele nods.

                              ADELE
                 You're good.

                              KAREN
                 Thank you.

     INT. BUDDY'S APARTMENT - NIGHT

     As Foley and Buddy quickly pack up their stuff.

                              FOLEY
                 First thing we do, we get to Detroit,
                 we find Glenn, then we find a window
                 to throw him out of.

                              BUDDY
                 I been thinkin', if I was Glenn, I was
                 up there to take down the Ripper, where
                 would I go?

                              FOLEY
                 Well, first off, if you were Glenn,
                 you wouldn't be thinking.

                              BUDDY
                 Remember Snoopy Miller, his old pal
                 from Lompoc?

                              FOLEY
                 Snoopy.  Christ, I thought he'd be
                 brain dead by now.

                              BUDDY
                 He isn't fighting no more.  Glenn told
                 me the Snoop's been managing some guys
                 up there now, works out at the Kronk.

     INT. SHALAMAR APARTMENTS - LOBBY - NIGHT

     The ancient residents stop what they're doing as Burdon enters
     with eight guys in jackets and wool shirts hanging out, running
     shoes, half of them carrying what look like athletic bags.
     Karen meets them as they all walk to the elevator.

                              BURDON
                 You get the key?

                              KAREN
                 They're in 7D.

     She hands it to him as they wait for the elevator.

                              BURDON
                 I want two men outside, front and back.
                 Conway and Jessup go on up to seven,
                 cover both ends of the hall.

     Burdon, Karen and the remaining four SWAT team agents.  Burden
     looks at them one at a time.

                              BURDON (CONT'D)
                 You're primary, you're secondary, you're
                 point man.

                              KAREN
                 You're gonna use a ram?

                              BURDON
                 Yeah, why?

                              KAREN
                 The manager's door is metal.

     They all look at her.

                              KAREN (CONT'D)
                 You know what I mean?  They might all be.
                 And a ram on a metal door makes an awful
                 lot of noise for what good it does.

     Burdon looks at her, not all that happy she spoke up.  The fourth
     man raises the shotgun, a three-inch strip of metal taped to
     the muzzle.

                              FOURTH MAN
                 I got a shock-lock round in my shotgun
                 oughta do the trick.

                              BURDON
                 Fine.  Whatever.

     He sees the elevator still hasn't come down.

                              BURDON (CONT'D)
                 Fuck it.  Let's take the stairs.
                 Karen...

     Burdon pauses, looks at Karen, hands her a radio.

                              BURDON (CONT'D)
                 Take the radio, stay down here in the
                 lobby, watch the elevator.

                              KAREN
                 What?  Daniel, I wanna go upstairs.

                              BURDON
                 You can go wait out in the car, you
                 want to.

     She doesn't say anything.

                              BURDON (CONT'D)
                 Now you see Foley and this guy Bragg
                 come in behind us, whatta you do?

                              KAREN
                      (pissed)
                 Call and tell you.

                              BURDON
                 And you let them come up.  You don't
                 try to make the bust yourself.  You
                 understand?

     Before she can answer, an old woman steps in, asks Burdon...

                              OLD WOMAN
                 Are you delivering the oxygen?

     Burdon looks at her, then nods for his men to start up the
     stairs.

     ON THE SEVENTH FLOOR - DAY

     Everyone's in position as Burdon eases the key into the lock,
     turns it.  The door won't budge, a dead bolt holds it shut.

     The guy with the shotgun puts the strip of metal against the
     seam, where the lock enters the frame, the muzzle of the shotgun
     exactly three inches now from the dead bolt, and looks over his
     shoulder at Burdon.

     With the sound of the blast, we then...

     CUT TO:  INSIDE THE ELEVATOR - DAY

     As Foley and Buddy ride down with an old lady.  The doors open.
     The woman doesn't move.

                              BUDDY
                 Is this your floor, mother?

                              OLD LADY
                 Oh.  Yes, it is.

     INT. THE LOBBY - SAME TIME - DAY

     As an old gent in a golf cap smiles at Karen sitting there on
     the couch in front of the elevator...

                              OLD GENT
                 Like to play some gin?

                              KAREN
                 No, thank you.

     He creeps off towards the elevator.

     INT. BUDDY'S APARTMENT - DAY

     As Burdon and his men fan out through the place...

     INT. LOBBY - DAY

     As we hear Burdon's voice.

                              BURDON (RADIO)
                 Karen.  They're not up here.  Keep
                 your eyes open.

     Karen looks off towards the street entrance, then back at the
     elevator where the man is still waiting, leaning on his cane.

     The elevator door opens to reveal Buddy and Foley.

                              OLD GENT
                 Going up?

     Buddy and Foley don't answer.  The old man starts to get on,
     feeling with his cane, taking forever.

     Karen and Foley are staring at each other.  He doesn't move.
     Not until the elevator door begins to close.

     Buddy sees Karen, helps the old man aboard as...

     Karen picks up her radio, is about to speak into it when...

     Foley raises his hand.  And waves as the door closes.

     INT. ELEVATOR - DAY

     As the elevator resumes going down.

                              OLD GENT
                 Shit, I wanted to go up.

                              BUDDY
                 Let's just hope there's no one in the
                 garage.

                              FOLEY
                 She looked right at me.  She didn't
                 yell or get excited.  She didn't move.

     INT. BUDDY'S CAR - DAY

     As they get in and Buddy starts the car...

                              BUDDY
                 They know where I live, I guess they
                 know what I drive, so maybe we should
                 pick up another car on the way.

                              FOLEY
                 She just sat there, looking right at
                 me.

     Buddy gives him a look, shakes his head and then burns rubber
     out of the garage as we...

     CUT TO: A CLOSE-UP OF KAREN - DAY

     Staring straight ahead.

                              BURDON (ON THE RADIO)
                 Karen.  Report.  You see anything?
                 Karen?  You there?  Karen...?

     INT. AIRPORT TERMINAL - DAY

     As Marshall walks Karen to the gate.

                              MARSHALL
                 He waved to you?

                              KAREN
                 I couldn't swear to it, but I'm pretty
                 sure he did.

                              MARSHALL
                 You wave back?

                              KAREN
                 I didn't have time.

                              MARSHALL
                 I imagine you would've though.

     She shakes her head.

                              KAREN
                 Buddy's sister Regina Mary Bragg got
                 two calls from Buddy up in Detroit
                 this morning, called Burdon.  She's
                 also the one gave Burdon Buddy's
                 address.

                              MARSHALL
                 So?

                              KAREN
                 So what I want to know is why Buddy
                 still calls his sister every week even
                 after she turned him in.

                              MARSHALL
                 He doesn't seem to hold a grudge.
                      (then)
                 What I want to know is why, they got
                 such a big score up north, did Foley
                 hang around Miami for so long?
                      (looks at her)
                 Any thoughts on that one?

                              KAREN
                 None I'd like to share.

     She gives him a kiss...

                              KAREN (CONT'D)
                 I'll call soon as I get in.

                                                        DISSOLVE TO:

     EXT. BLOOMFIELD HILLS - DETROIT - DAY

     Snow.  Everywhere.  A black Lincoln Town Car creeps through the
     neighbourhood full of big, beautiful snow-covered homes.

                              MAURICE (VO)
                 I don't just manage fighters, or deal
                 product any more...

     INT. CAR - SAME

     Glenn -- sunglasses -- sits in the back with Maurice, aka "Snoopy" --
     wearing a purple bandanna and his own dark sunglasses.

                              MAURICE
                 I've diversified since the last time
                 you saw me.  I've vertically integrated
                 and now I'm into home invasions and
                 the occasional grand larceny.

     Glenn just nods, stares out the window.

                              MAURICE (CONT'D)
                 White Boy Bob's my all-around man, my
                 bodyguard when I feel I need one, and
                 my driver.

     Maurice indicates WHITE BOY BOB, a fucking huge, depraved-
     looking white guy now squeezed in behind the wheel.

                              MAURICE (CONT'D)
                 Watch the road, boy.
                      (then)
                 I like this Town Car.  We can cruise
                 the man's neighbourhood without getting
                 the police or private security people
                 on our ass.

                              GLENN
                 Sure, right, they see Bigfoot driving
                 around a black guy wearing shades and
                 a lavender fucking bandanna, no, they
                 won't think anything of it.

                              MAURICE
                 It's lilac, man, the color, and the
                 style's made known by Deion and other
                 defensive backs in the pros.  I could
                 be one of them living out here with
                 doctors of my race and basketball
                 players.  Okay, here comes Mr. Ripley's
                 house up on the left.  Yeah.  The brick
                 wall.  There's his drive, right there.

     The car creeps past a huge Tudor-style country house.

                              MAURICE (CONT'D)
                 You sure Foley and his pal aren't coming
                 up here, do this themself?

                              GLENN
                 If they're not busted now, they're
                 gonna be.
                      (then)
                 It's wide open.

     EXT./INT. CAR - MAURICE NEIGHBORHOOD IN DETROIT - LATER

     People on the street with vacant expressions watch as the black
     Town Car moves past the broken-down homes, cars on blocks and
     snow-covered trash.

                              GLENN
                 So you still haven't said, how you
                 wanna do it?

                              MAURICE
                 I'll show you, soon as I get one more
                 guy I'm gonna need, Moselle's brother,
                 Kenneth.  Along with White Boy there.

                              GLENN
                 What?

     The car pulls to the kerb and KENNETH -- a wiry black man in a
     bright yellow T-shirt and red baseball cap backward, always
     seems to be high on some chemical or another - gets in.

                              MAURICE
                 You get everything?

     Kenneth tosses a gym bag into the back seat.  Glenn stares at
     it.  Something about the bag makes him uneasy.  Maybe it's the
     HACKSAW that sticks partially out of the opening.

                              MAURICE (CONT'D)
                 Cool.  Kenneth, this is the man I told
                 you about, Glenn.

                              KENNETH
                 The one gonna help us rip off the rich
                 guy?

                              MAURICE
                 That's right.

                              GLENN
                 Help you...

     White Boy Bob pulls out again.  Glenn looks at the two psychos
     in front, then turns to Maurice.

                              GLENN (CONT'D)
                 Wait a minute.  I'm letting you in on
                 this, not all your friends.

                              MAURICE
                 You just ask me how we gonna do it.
                 That's what I'm here for, tell you
                 how.  We the experts.

     Glenn can't believe this is happening.

                              MAURICE (CONT'D)
                 Thing I'm worried about is you.

                              GLENN
                 Me?

                              MAURICE
                 Yeah.  If you can step up and actually
                 do it.  Understand?  'Stead of just
                 talking the talk.

                              GLENN
                 Can I do what?

                              MAURICE
                 Walk in a house with me, do this cross-
                 dressin' nigga named Eddie Solomon I
                 used to sell to been dealin' on his
                 own.

                              GLENN
                 What-- when?

                              MAURICE
                 Right now, son.

                              GLENN
                 I don't have to prove shit to you.
                 The Ripley job is my job.  You're either
                 in or you're not.  You wanna pop some
                 crack dealer pissed you off, that's
                 your problem, not mine.

                              MAURICE
                 Look, Glenn, I know you cool, but you
                 don't have to give me no tone of voice,
                 okay?  You don't like what I'm saying,
                 you can get out anywhere along here
                 you want.

                              GLENN
                 I think you're forgetting, this is my
                 car.  I drove it up here.

                              MAURICE
                 Hey, shit, come on.  I say I want this
                 car, man, it's mine.  You go get
                 yourself another one.  I say I'm in on
                 Ripley?  I'm in, with or without your
                 ass.  I say I want you to come along
                 on another job, see if you for real or
                 not, guess what you gonna do?

     Glenn looks at Maurice, now ice-cold behind the shades.

                              WHITE BOY BOB
                 We're here.

     Glenn looks out the window as they pull up in front of a decrepit-
     looking two-story house.  Maurice opens the gym bag, passes the
     hack saw and a HAND AXE up to White Boy Bob, a SAWED-OFF SHOTGUN
     to Kenneth, and takes out a big .45 for himself.

                              MAURICE
                 Let's go see Eddie.

     Glenn hesitates, then slowly gets out of the car as we hear...

                              RIPLEY (V.O.)
                 Must take balls, do what you do.

     EXT. LOMPOC FPC - YARD - DAY

     As Foley walks with Ripley across the yard.

                              RIPLEY
                 Tell me something.  What's it like,
                 walk in a bank with a gun, stick it
                 up?

                              FOLEY
                 I don't know.  I never used a gun.

                              RIPLEY
                 Really?

                              FOLEY
                 You'd be surprised what all you can
                 get, you ask for it the right way.

                              RIPLEY
                      (smiles)
                 You're the reason, Jack, I don't keep
                 all my money in banks.

                              FOLEY
                 No?  Where do you keep it, Dick?
                      (Ripley smiles)
                 I'm talking about all those uncut
                 diamonds you told Glenn about.

                              RIPLEY
                      (still smiling)
                 I know what you're talking about.

                              FOLEY
                 You're the one with balls, Dick, say
                 something like that to someone like
                 Glenn.  Or maybe you just forgot where
                 you were for a minute.

                              RIPLEY
                 Yeah, but who's gonna believe Glenn?
                 I mean, do you believe Glenn?

                              FOLEY
                 Of course not.

                              RIPLEY
                 Plus, even it was true, he'd still
                 have to figure out where I keep 'em.

                              FOLEY
                 Doesn't have to figure out shit.  You
                 told him you keep 'em at your house.

                              RIPLEY
                      (shrugs, big smile)
                 It's a big house.

     Ripley sits down on one of the picnic tables, looks around the
     yard.

                              RIPLEY (CONT'D)
                 Tell me something, Jack, how much longer
                 you in here?

                              FOLEY
                 Twenty-two months, three days, two
                 hours.  Why?

                              RIPLEY
                 I was just thinking that I could use a
                 guy like you, someone knows how to ask
                 for things the right way.  I'm talkin'
                 about when you're outta here.  I mean,
                 you can't rob banks for ever.

     Foley looks at Ripley.

                              FOLEY
                 It's a little late for me.

                              RIPLEY
                 Hey, Jack?  Bullshit.  I didn't make
                 my first million until I was forty-
                 two.  Forty-two.  You really want to
                 change, it's never too late.

                              FOLEY
                 I don't know.  I'm not exactly the
                 nine-to-five type.

                              RIPLEY
                 Who is?  But then you gotta look at a
                 job as more than just work.  You gotta
                 look at it as peace of mind.  As
                 security, you know what I mean?  I got
                 offices in Detroit, Miami, Boston,
                 take your pick.

                              FOLEY
                 My ex-wife's in Miami.  It's nice down
                 there.

                              RIPLEY
                 No need to decide now.  Be like the
                 fish.  Let whatever happens happen.

                              FOLEY
                 The fish?

                              RIPLEY
                 Yeah, fish live in the present.  They
                 don't dwell on yesterday and they don't
                 worry about tomorrow.  Even when a big
                 fish attacks a little fish, there's no
                 neurosis involved.  No guilt afterward.
                 No whining on some fish-shrink's couch.
                 They just do it.  They accept.

                              FOLEY
                 I can't say that I've paid that much
                 attention to 'em before.

                              RIPLEY
                 The fish saved my life.  Two years
                 ago, I found out I had high blood
                 pressure.  So my doctor, he tells me
                 to go get an aquarium, look at the
                 fish every time I felt myself stressing
                 out.

                              FOLEY
                 And the guy sent you a bill for this?

                              RIPLEY
                 It works.  You should try it sometime.

                              FOLEY
                 The next time I walk into a bank.

     Ripley shakes his head, then gets up...

                              RIPLEY
                 Think about my offer, Jack.

     Foley watches him go.

                              BUDDY (V.O.)
                 Hey, Jack...

     CUT TO: CLOSE UP OF FOLEY

     As he turns to us.

                              FOLEY
                 What?

     PULL BACK TO REVEAL: WE'RE INSIDE A CAR

     Across the street from the KRONK RECREATION CENTER -- a red-
     brick building in a bleak, depressing neighbourhood.

                              BUDDY
                 You see this one...

     Buddy reads from a newspaper while Foley watches the gym.

                              BUDDY (CONT'D)
                 "Fight over tuna casserole may have
                 spurred slaying."  Seems this woman's
                 live-in boyfriend, seventy years old,
                 complained about her tuna noodle
                 casserole and she shot him in the face
                 with a twelve-gauge.  Police found
                 noodles in the woman's hair and think
                 the guy dumped the casserole dish on
                 her before she shot him.  They'd been
                 together ten years.

                              FOLEY
                 Love is funny.

     Buddy looks at him.  Notices something over Foley's shoulder.

                              BUDDY
                 Hey--

     And now Foley turns and looks over as the black Town Car
     pulls into the Kronk parking lot.

     INT. TOWN CAR - SAME

     Kenneth and White Boy Bob nod along to some rap tape in the
     front seat.  Glenn sits in the back, looking pale, hugging
     himself, shaking.  Maurice looks out the window...

                              MAURICE
                 Was a time you see a gold Mercedes
                 over in the parking lot has a license
                 plate on it say HITMAN?  You know Tommy
                 Hearns is inside.  Seeing the car would
                 get our juices flowing.

     Maurice looks at Glenn now and grins.

                              MAURICE (CONT'D)
                 You already got your juices flowing,
                 huh?  Pissed your pants back there at
                 Eddie's house, didn't you?

     Glenn just looks at Maurice.

                              MAURICE (CONT'D)
                 That was some shit, huh?

                              GLENN
                      (indicates Kenneth)
                 Why'd he have to do that to that girl?

                              MAURICE
                 Yeah, Kenneth, why you have to do that
                 to that poor girl.

                              KENNETH
                      (smiles)
                 Do what?

     Glenn says nothing, just looks at Kenneth.

                              MAURICE
                 Just wait till we get inside Ripley's
                 house.

     And he and Whiteboy start laughing as they get out of the car.

                              GLENN
                 It's all right with you, I'll just
                 hang in the car.

                              MAURICE
                      (beat)
                 No.  You gonna stay close to me from
                 now on.  So you don't disappear on me.

                              GLENN
                 Why would I do that?

     Maurice looks at him, starts laughing.  White Boy Bob and Kenneth
     join in.  Maurice leans over... Glenn flinches as Maurice opens
     Glenn's jacket so that we can see the BLOOD splattered on his T-
     shirt.

                              MAURICE
                 Was worse than you imagined, wasn't
                 it?
                      (then, smiles)
                 Baby, you with the bad boys now.

     INT. FOLEY AND BUDDY'S CAR - SAME

     As they watch Glenn and Snoopy and White Boy Bob get out of the
     car.

                              BUDDY
                 Whatta you think?

                              FOLEY
                 I think Glenn opened his big mouth and
                 now we got us another partner.

                              BUDDY
                 Or two.

     INT. BOXING GYM - DAY

     Glenn sits on a bench near the rear wall, facing the ring.
     Kenneth grabs a magazine, walks into the john.  A shirtless
     White Boy Bob lifts weights while Maurice moves around the ring
     calling to the boxers inside.

                              MAURICE
                 Stick and jab!

                              VOICE
                 Hey, Studs, how you doing?

     He looks up, sees Buddy and Foley coming this way.

                              GLENN
                 Jesus Christ, what're you guys doing
                 here?

     They sit down on either side of him, close.

                              FOLEY
                 Weren't you expecting us?

                              GLENN
                 That broad you picked up -- did you
                 know she was a US Marshal, for Christ
                 sake?

     Now he turns to Buddy as Buddy stands up, takes off his overcoat
     and sits down again.

                              GLENN (CONT'D)
                 She knew me from some bullshit dope
                 bust.  She drove me to court.  Twice.
                 You know what she said, we're in the
                 car on the turnpike?  "I never forget
                 anybody I've cuffed and shackled."

                              FOLEY
                 Yeah?  She said that to you?

     Glenn turns to see Foley with a mild expression on his face,
     almost smiling.

                              FOLEY (CONT'D)
                 What happened to your shades?  Someone
                 finally step on 'em?

                              GLENN
                      (touches his head)
                 I don't know...

     Foley notices the blood on Glenn's shirt.

                              FOLEY
                 Whose blood you got all over you?

                              GLENN
                 These guys, man, they're crazy.
                      (looks off)
                 Shit.

     Foley follows his gaze, sees Maurice coming this way, White Boy
     Bob beside him, carrying his shirts.

                              FOLEY
                 Is that Snoopy?  In the purple doo
                 rag?

                              BUDDY
                 What's he do now, tell fortunes?

     Maurice stands at the edge of the ring apron, looks from Foley
     to Buddy and back again, pretty serious about it.

                              WHITE BOY BOB
                 We have a problem here?

                              MAURICE
                      (walking over)
                 Jack Foley, famous bank robber.

                              FOLEY
                 Snoopy Miller, famous fight thrower.

                              MAURICE
                 It seems to me I been reading about
                 you in the newspaper.  Busted out of
                 some joint in Florida, huh?

                              FOLEY
                 Low class of people there, Snoop.

                              WHITE BOY BOB
                 You call him that again I'll put your
                 head through the wall.

                              BUDDY
                 What?  You mean Snoop?

                              MAURICE
                 Nobody calls me Snoop no more or Snoopy,
                 is what White Boy's trying to say.
                 He's a little crude, you understand.
                 No, I left that Snoopy shit behind me.

                              BUDDY
                 But you call this bozo White Boy?

                              GLENN
                 White Boy Bob.
                      (baiting)
                 White Boy used to be a fighter.

                              BUDDY
                 What's he do now outside of shoot his
                 mouth off?

     White Boy Bob stares down Buddy who couldn't give a shit.

                              FOLEY
                 Like being back in the yard, huh?

                              MAURICE
                 Just like it.  Nobody backing down.
                 You back down, you pussy.  Tell me what
                 you and Buddy doing up here in the
                 cold?

                              FOLEY
                 Glenn didn't tell you?

                              GLENN
                 I thought you guys were busted.

                              FOLEY
                 Why?  Just because you left us standing
                 on the side of the road?

     Foley looks at Glenn.  Glenn shrugs, laughs nervously.  Foley
     smiles, laughs with him, maybe a little too hard.  Now Maurice
     starts laughing.  Buddy, too.  White Boy's lost, looking from
     one guy to the next as Foley gets up, faces Maurice, his smile
     going away as he says...

                              FOLEY (CONT'D)
                 Look, Snoop, I don't know what Glenn
                 promised you or what you think you're
                 gonna get, but the deal is me and Buddy
                 get half of whatever we take from
                 Ripley, understand?  How you and Glenn
                 cut up the rest is up to you.

                              MAURICE
                 Let's go outside and talk.

                              FOLEY
                 What's the matter with right here?
                 It's nice and warm.

                              MAURICE
                 Warm?  Man, it's ninety-five degrees
                 in here, sometimes a hundred -- the
                 way Emanuel always kep' it so his boys'd
                 sweat, get lean and mean like Tommy
                 Hearns.  No, I ain't talking any
                 business in here.  To me this is holy
                 ground, man.  You understand?  I got
                 to be someplace anyway.  Y'all want to
                 talk, come to the fights tomorrow night,
                 we'll sit down and look at it good.
                 The State Theater.

     Foley nods then looks at Glenn as Buddy gets up.

                              FOLEY
                 We'll see you tomorrow then.

     Maurice then watches as they walk out.

                              MAURICE
                 White Boy, how much is the reward on
                 the man again?

                              WHITE BOY BOB
                 Ten gees.

                              MAURICE
                 Uh-huh.
                      (then)
                 You recall, did it say dead or alive?

     EXT. CRIME SCENE - NIGHT

     The same decrepit two-storey place Maurice et al hit earlier.
     Now it's a CRIME SCENE.  A SMALL CROWD of neighbourhood gawkers
     stand just behind the yellow tape.  A HUGE SPOTLIGHT lights up
     the front yard.

     Karen pulls up in her rental car, gets out and badges the visibly-
     freezing COP at the tape, working crowd control.

                              KAREN
                 I'm looking for Ray Cruz.

                              COP
                 He's inside.
                      (pissed)
                 With everybody else.

     Karen ducks under the tape and starts up the walk.  She pauses
     to watch as two CORONER'S ASSISTANTS cover with a sheet a DEAD
     BLACK WOMAN who lies just below a broken upstairs window.

     INT. HOUSE - SAME

     Hell.  Karen has to step over a body minus a face that lies in
     the doorway.  Straight ahead on the stairs is another body, A
     MAN ON HIS BACK, head down the stairs, shotgun blast to the
     chest.  He wears a dress, now bunched up around his waist.

     Congealed blood runs down the stairs.  COPS and CRIME SCENE
     TECHS are everywhere.  Karen looks at the guy on the stairs.

                              VOICE
                 Called themselves the Youngboys.

     Karen looks over as RAYMOND CRUZ, a stocky, genial-looking
     detective comes out of the kitchen.

                              CRUZ
                 Ironic, isn't it?

                              KAREN
                 How are you, Raymond?

                              CRUZ
                 Freezing.  But I'm getting warmer.

     He kisses her on the cheek.  She indicates the body by the door.

                              KAREN
                 Quite a mess.

                              CRUZ
                 Yeah.  And I thought everyone liked
                 Eddie.

                              KAREN
                 Who?

                              CRUZ
                 Dude in the dress is Eddie Solomon,
                 used to buy scag off a corner till he
                 kicked it and found his happiness with
                 crack and then started dealing himself.
                 Word on the street was he was saving
                 up for an operation.

                              KAREN
                 What is it with crack and transsexuals?

                              CRUZ
                 Yeah, Eddie was a real character.  Had
                 these girls cooked the rocks he called
                 the Rockettes.

                              KAREN
                 Yeah.  I saw one of 'em outside.

                              CRUZ
                 Yonelle.  Looks like someone raped
                 her, shot her, then threw her out the
                 window.
                      (shakes his head)
                 Fuckin' animals.

     This shuts them both up.  Cruz indicates the door.

                              CRUZ (CONT'D)
                 Let's get some air.

     She starts to follow him out, pauses as she sees something on
     the ground...

     A BROKEN PAIR OF SUNGLASSES

     Wrap-around... a lot like the ones she remembers Glenn wearing.
     Karen stares at them a moment, then walks out.

     EXT. CRIME SCENE - NIGHT

     As Cruz and Karen walk to his car, STROBES FLASH as press
     photographers struggle to shoot the crime scene.

                              CRUZ
                 Other than we had so much fun the last
                 time we worked together.  You gonna
                 tell me why you're comin' to me instead
                 of the FBI?

                              KAREN
                 I report to the FBI, first thing they're
                 gonna do is ask me to go get some
                 coffee.

                              CRUZ
                 You know, I'm not in homicide any more.

                              KAREN
                 No, I didn't know that.

                              CRUZ
                 Yeah, I'm crimes against persons and
                 property now, also sex crimes and child
                 abuse.

                              KAREN
                 Detroit, you must be pretty busy.

                              CRUZ
                 Yeah, and, as you can see, home invasions
                 are big, too.

                              KAREN
                 Listen, Raymond, a year ago, DEA had
                 this guy Glenn Michaels on possession
                 with intent but couldn't make it stick.
                 In his statement, Glenn said he went
                 up to Detroit to visit a friend and
                 look into job opportunities -- if you
                 can believe that.

                              CRUZ
                 Who was the friend?

                              KAREN
                 Guy named Maurice Miller, also known
                 as Snoopy, a former prizefighter.

                              CRUZ
                 Christ, I know Snoopy Miller.  He's a
                 fuckin' wackjob thinks he's Sugar Ray
                 Leonard.  Hangs out with a couple other
                 Grade-A nutcases over on the West side.

                              KAREN
                 I'll need a last known address.

                              CRUZ
                 That's fine, but I don't want you to
                 talk to Miller alone.

                              KAREN
                 Come on, Raymond, I'm a federal officer,
                 I'm armed.

     He turns and looks at her.

                              CRUZ
                 Yes, you are.  I'll call you tomorrow
                 with the address.

     As he gets into his car, we then:

     CUT TO: A NEWSPAPER

     The crime scene from the night before.  A shot of Karen and Ray
     Cruz as they exit the house.  A headline reads "TRIPLE MURDER"
     blah-blah-blah...

                              BUDDY (PHONE)
                 You have the paper?

     REVEAL: FOLEY'S HOTEL ROOM - DAY

     Foley, wearing a suit now, no shoes, no tie, looks at the
     newspaper photograph of Karen.

                              FOLEY
                 It's a terrific shot of her.

     INT. BUDDY'S ROOM - SAME

     Buddy looking at the same shot...

                              BUDDY
                 Outside of that.

     INTERCUTTING FOLEY & BUDDY

                              FOLEY
                 Doesn't say what she's doing up here,
                 but I don't think it has anything to
                 do with us.

                              BUDDY
                 She came up here on her vacation, 'cause
                 she likes shitty weather.

     Foley reaches in one of the bags from the Jewish Recycling Center
     and pulls out a tie.

                              FOLEY
                 I think she's after Glenn.  The girl
                 still with you?

                              BUDDY
                 They don't stay the night, Jack, 'less
                 you pay for it.

                              FOLEY
                 You tell your sister about it?

                              BUDDY
                 Just hung up.

                              FOLEY
                 How long you talk to her?

                              BUDDY
                 Two hours.

                              FOLEY
                 How long were you with the girl?

                              BUDDY
                 Forty-five minutes.

                              FOLEY
                 You didn't tell your sister about
                 Ripley, did you?  'Cause I don't wanna
                 go through that again.

                              BUDDY
                 Forget about my sister.  If Karen
                 Sisco's tailing Glenn, we're fucked.
                 Tomorrow night at the fights we all
                 get picked up.

                              FOLEY
                 Let's drive by where we're meeting and
                 have a look.  Maybe take a look at
                 Ripley's place while we're at it.

     Foley hangs up.  He faces the mirror, starts to tie his tie.

                              RIPLEY (V.O.)
                 I guess next time I see you, you'll be
                 wearing a suit and tie...

     INT. RIPLEY'S CELL - DAY

     Foley leans in the doorway watching as Ripley, dressed in a
     jogging suit, and under the watchful eye of A GUARD, gathers up
     his belongings.  He's going home.

                              FOLEY
                 I still haven't made up my mind yet.

                              RIPLEY
                 What's to think about?

                              FOLEY
                 You goin' right back to work?

                              RIPLEY
                 First, I'm goin' to Israel for a year,
                 study the Talmud, work on a Kibbutz...
                 then come back, maybe take some tennis
                 lessons.

     He tears a picture off the wall...

                              RIPLEY (CONT'D)
                 Here...
                      (hands it to Foley)
                 Something to remember me by.

     Foley stares at the photograph of sea life.

                              RIPLEY (CONT'D)
                 It's not the real thing, but it's still
                 nice to look at.

     Foley looks at Ripley, who extends his hand.

                              RIPLEY (CONT'D)
                 See you on the outside, Jack.

     INT. FOLEY'S HOTEL ROOM - DAY

     Foley finishes tying his tie, stares into the mirror, takes in
     the overall effect.

                              FOLEY
                      (smiles)
                 Hi!  I just broke outta jail!

     His smile fades, he then sits down heavily on the bed, looks at
     the picture of Karen another moment, then sets the paper aside,
     grabs the Yellow Pages, flips to HOTELS, and dials the phone...

                              VOICE (PHONE)
                 Atheneum Hotel.

                              FOLEY
                 Karen Sisco, please.

                              VOICE
                      (pause, then)
                 I'm sorry, but there's no one by that
                 name registered.

                              FOLEY
                 Thank you.

     He dials the next number...

                              VOICE
                 Best Western...

     EXT. MAURICE "SNOOPY" MILLER'S HOUSE - DAY

     Red brick, showing its age.  Karen rings the doorbell and then
     waits with her hands shoved into the pockets of her dark, navy
     coat.  The door opens to reveal Moselle in her green silk robe
     holding her arms close against the cold.

                              KAREN
                 Moselle Miller?

                              MOSELLE
                 What do you want?

                              KAREN
                 I'm looking for Maurice.

                              MOSELLE
                 You find him, tell him the dog got run
                 over and I'm out of grocery money.

                              MALE VOICE
                 Moselle.  Who you talking to?

                              MOSELLE
                 Lady looking for Maurice.

                              MALE VOICE
                 What's she want?

                              MOSELLE
                 Hasn't said.

                              KAREN
                 That's not Maurice?

                              MOSELLE
                 That's Kenneth, my brother.  He's
                 talking on the phone.

                              MALE VOICE
                 Ask what she want with him?

                              MOSELLE
                 You ask her.  Maurice's business is
                 none of my business.

     Sounding tired or bored.  She turns from the door and walks
     into the living room.  Karen steps inside, pushes the door
     closed and steps into the foyer.

                              MALE VOICE
                 How do I know?

     Karen peers into a study, a small room with empty bookcases and
     sees Kenneth in his backward red baseball cap as he talks on
     the phone...

                              KENNETH
                 The State, huh.  Who's fighting?

     Karen walks into the living room, where Moselle sits on the sofa
     lighting a cigarette.

                              MOSELLE
                 You like to sit down?

                              KAREN
                 Thanks.

     Karen takes a chair and looks around the room: dismal, gray
     daylight in the windows, dark wood and white stucco, the
     fireplace full of trash, plastic cups, wrappers, a pizza box.

                              KAREN (CONT'D)
                 I'm looking for a friend of mine I think
                 Maurice knows.

                              MOSELLE
                 You not with probation, one of those?

                              KAREN
                 No.

                              MOSELLE
                 You a lawyer?

                              KAREN
                      (smiles)
                 No, I'm not.  Maybe you know him.
                 Glenn Michaels?

     Moselle draws on her cigarette, blows out a stream of smoke.

                              MOSELLE
                 Glenn?  No, I don't know any Glenn.

                              KAREN
                 He said he stayed here last November.

                              MOSELLE
                 Here?  In this house?

                              KAREN
                 He said he stayed with Maurice.

                              MOSELLE
                 Well, he ain't even here that much.  I
                 like to know where he goes, but at the
                 same time I don't want to know, you
                 understand?

                              KAREN
                      (beat)
                 Your dog was killed?

                              MOSELLE
                 Got run over by a car.

                              KAREN
                 What did you call it?

     Moselle looks at the couch, where a MANGLED FRISBEE sits.

                              MOSELLE
                 Was a she, name Tuffy.

                              KAREN
                      (nods, then)
                 Where do you think I might find Maurice?

                              MOSELLE
                 I don't know -- the gym, the fights.
                 I know he don't miss the fights.  Having
                 some tomorrow night at the State
                 Theater.  He use to take me.

                              KAREN
                 The State Theater?

                              VOICE
                 What you want with Maurice?

     Karen turns, sees Kenneth standing in the arched entrance from
     the foyer.

                              MOSELLE
                 She looking for a man name of Glenn.

                              KENNETH
                 Did I ask you?  Go on out of here.  Do
                 something with yourself.

     He waits until Moselle gets up, not saying a word, walks away
     from them through the dining room.  Karen watches him come toward
     her now in kind of an easy strut.  She indicates the scar over
     his eye...

                              KAREN
                 You're a fighter?

                              KENNETH
                 How you know that?

                              KAREN
                 I can tell.

                              KENNETH
                 I was...

     He moves his head in what might be a feint.

                              KENNETH (CONT'D)
                 Till I got my retina detached two time.

     He's standing so close to her, Karen has to look up at him.

                              KAREN
                 What'd you fight, middleweight?

                              KENNETH
                 Light to super-middleweight, as my
                 body developed.  You go about what,
                 bantam?

                              KAREN
                 Flyweight.

                              KENNETH
                 You know your divisions.  You like the
                 fights?  Like the rough stuff?  Yeah,
                 I bet you do.
                      (moves closer)
                 Like to get down and tussle a little
                 bit?  Like me and Tuffy, before she
                 got run over, we use to get down on
                 the floor and tussle.  I say to her,
                 "You a good dog, Tuffy, here's a treat
                 for you."  And I give Tuffy what every
                 dog love best.  You know what that is?
                 A bone.
                      (real close)
                 I can give you a bone, too, girl.

                              KAREN
                 You're not my type.

                              KENNETH
                 Don't matter.  I let the monster out,
                 you gonna do what it wants.

                              KAREN
                 Just a minute.

     Her hand goes into her bag next to the chair.

                              KENNETH
                 Bring your own rubbers with you?

     Her hand comes out of the bag holding what looks like the grip
     on a golf club.  Kenneth grins at her...

                              KENNETHN (CONT'D)
                 What else you have in there, mace?
                 Have a whistle, different kinds of
                 female-protection shit?

     Karen pushes out of the chair to stand with him face-to-face.

                              KAREN
                 I have to go, Kenneth.

     She gives him a friendly poke with the black vinyl baton that's
     like a golf club grip.

                              KAREN (CONT'D)
                 Maybe we'll see each other again, okay?

     She steps aside and brushes past him.  He grabs her left wrist...

                              KENNETH
                 We gonna tussle first.

     Karen flicks the baton and sixteen inches of chrome steel shoots
     out of the grip.  She pulls an arm's length away from him and
     chops the rigid shaft at his head, Kenneth hunching, ducking
     away...

                              KENNETH (CONT'D)
                 God damn...

     He lets go of her and Karen gets the room she needs, so that
     when he comes at her, she whips the shaft across the side of
     his head and he howls, stops dead, presses a hand over his ear.

                              KENNETH (CONT'D)
                 What's wrong with you?

                              KAREN
                 You wanted to tussle, we tussled.

     And she walks out.  She sees Moselle standing there in the foyer.
     Karen looks at her a moment, puts the baton in her purse and
     comes out with a business card.

                              KAREN (CONT'D)
                 I wrote my hotel number on there -- in
                 case you run into Glenn.

     Moselle slips the card into the pocket of her robe.  Karen smiles
     at her and walks out the door.

     EXT. RICHARD RIPLEY'S HOUSE - DAY

     It's snowing pretty hard when Foley and Buddy pull up out front.

     INT. BUDDY'S CAR - SAME

     Buddy wipes the condensation off his window, so they can see
     the house.

                              BUDDY
                 Now that's a really big house.

                              FOLEY
                 Jesus, look at that wall.  Place almost
                 looks like a prison.

                              BUDDY
                 No doubt the man's got some big-ass
                 security system.

                              FOLEY
                 Time comes, we knock on the door.  See
                 if he wants to talk about old times.
                 Go in the easy way.

                              BUDDY
                 Yeah?  You think he'll let us in, we
                 got Snoopy and the muscle-bound asshole
                 with us?

                              FOLEY
                 Who says anybody's gonna be with us?
                 I say we go to the fights tomorrow,
                 find out what the Snoop's big plan is,
                 then go in ahead of those guys --
                 alone.

                              BUDDY
                 Let Glenn deal with the Snoop, while
                 we're off livin' the good life.

                              FOLEY
                 Tell me something, Buddy.  You know
                 anyone who's actually done one last
                 big score and gone to live the good
                 life?  Cause it occurred to me that
                 everyone talks about doing it, but I
                 don't know anyone who's actually gone
                 and done it.  Do you?

                              BUDDY
                      (beat)
                 What about that D.B. Cooper guy?

     Foley looks at him.

                              BUDDY (CONT'D)
                 I mean, they don't know for sure he's
                 dead.
                      (then)
                 Look, there's always a chance we'll
                 walk out've there with nothing.  I say
                 let fate decide.

                              FOLEY
                 Let fate decide?  What're you, the
                 fuckin' Dali Lama now?

                              BUDDY
                 My sister believes in fate, but not
                 hell.  That's why she stopped praying
                 for the lost souls since you don't
                 hear that much about purgatory anymore.
                 But every day she asks her boss to
                 pray I don't fuck up.  Whatta you think,
                 you think there's a hell, Jack?

                              FOLEY
                 Yeah, it's called Glades Correctional
                 Institution and I'm sure as shit not
                 going back there or any place like it.

                              BUDDY
                 You might not have a choice.

     Foley looks at him.

                              BUDDY (CONT'D)
                 They put a gun on you, you'll go back.

                              FOLEY
                 They put a gun on you, you still have
                 a choice, don't you?

     Foley turns back to the house.  And now we hear...

                              MR. HEARN (VO)
                 I think you're gonna fit right in...

     INT. RIPLEY ENTERPRISES PERSONNEL OFFICE - DAY

     The personnel guy, MR. HEARN, sits behind his desk, squeezing a
     grip exerciser and smiling warmly at Foley, who wears a shitty
     suit and tie.

                              MR. HEARN
                 Now Mr Ripley and I have had a long
                 discussion about your role in the
                 company and it was his feeling that
                 you would be happiest working down
                 here in Miami.  How's that sound to
                 you?

                              FOLEY
                 Great.

     Mr. Hearn pauses, looks down at Foley...

                              MR. HEARN
                 You're about a 42 long, right?

                              FOLEY
                 What?

     But Mr. Hearn walks out without answering.  Foley looks at the
     desktop, where a spoon sticks out of a half-eaten fruit-on-the-
     bottom yogurt, which in turn sits beside a half-eaten Powerbar.

     Foley shakes his head, takes out his zippo, starts to play with
     it.

                              MR. HEARN
                 Okay.  Let's see how she fits.

     Foley turns as Mr. Hearn bounces back into the room with what
     looks like a UNIFORM draped over one arm.

                              FOLEY
                 What is this?

                              MR. HEARN
                 Your uniform.

                              FOLEY
                 My what?

     Mr. Hearn shows him the yellow patch that reads SECURITY on one
     arm.  Foley smiles... amused... angry... hurt...

                              FOLEY (CONT'D)
                 Are you kidding me?

     RICHARD RIPLEY'S OFFICE

     View.  Wet bar.  Huge fucking aquarium.

                              RECEPTIONIST (OS)
                 Sir, you can't go in there...

     Ripley looks up from his desk as Foley steps in, the receptionist
     right behind him now.

                              RIPLEY
                 Jack?  Whoa-- what's the problem?
                 Take it easy, let's talk...

     Meanwhile, Ripley pushes a PANIC BUTTON beneath his desk...

                              FOLEY
                 A security guard?  Are you fucking
                 kidding me?

     Ripley considers Foley a moment, then...

                              RIPLEY
                 You know, I wasn't sure you'd show up.
                 But I was pretty sure that, if you
                 did, you'd throw the job in my face.
                      (then)
                 Understand something, Jack.  Up to
                 this point, everything you've done
                 with your life means absolutely nothing
                 in the real world.  Less than nothing.

     Foley says nothing.

                              RIPLEY (CONT'D)
                 You're a bank robber.  This is not a
                 marketable skill.  There are no old
                 bank robbers out in the world living
                 on pensions.  You know this.  That's
                 why you're here right now.
                 
     Still Foley says nothing.

                              RIPLEY (CONT'D)
                 Today, I'm offering you a lousy job at
                 a lousy wage.  You think you're better
                 than that?  Fine.  Show me.  Show me
                 that you're really willing to change
                 and we'll talk about something better.
                 A lot better.  But first, Jack, you
                 gotta earn it.

                              FOLEY
                 How, Dick?  The way you earned it?  By
                 marrying some rich broad owns the
                 company, selling it off a piece at a
                 time, then divorcing her?  What is
                 this Knute Rockne, pull yourself up by
                 the bootstraps bullshit?  Back in
                 prison, guy like you, place like that,
                 you were ice cream for freaks.  You
                 were a goddamn dumpling.  Maurice and
                 a dozen other guys coulda bled you
                 till you had nothing.  Till you were
                 nothing.  I saved your ass.  So you'll
                 pardon me if I don't wanna sit on a
                 fuckin stool all day saying "sign in
                 here please" or "hey, pal, you can't
                 park there."  Okay, Dick?  I can't do
                 it.

                              RIPLEY
                 Jack, I'm disappointed.  I guess I
                 misjudged you.

     Two massive SECURITY GUARDS appear in the doorway...

                              FOLEY
                 Hey, what job he promise you guys?

                              GUARD
                 There's two ways we can do this.

                              FOLEY
                 Yeah?  What are they?

                              RIPLEY
                 Gentlemen.  I think we've calmed down
                 now.  Haven't we, Jack?

                              FOLEY
                 Oh, yeah, I'm calm.  In fact, I'm totally
                 "relaxed..."

     And with that he picks up a paperweight (A LEAD FISH) and wings
     it at the aquarium, shattering the glass.

     EXT. RIPLEY'S BUILDING - FLORIDA - DAY

     As Foley is physically thrown out of the building by the two
     guards.  He picks himself up.  He kicks at the guards, who wave
     him off, go back inside.

     Foley then starts down the steps, pauses as he sees...

     THE BANK ACROSS THE STREET

     The one from the opening.  Foley looks at it a moment, then
     calmly starts to take off his tie, drops it in the gutter as he
     starts across the street...

                                                             CUT TO:

     INT. BUDDY'S CAR - DAY

     As Buddy pulls away from the house, Foley pulls out the clipping of
     Karen he tore out of the morning paper.  He's written the name 
     "WESTIN" on it.

                              FOLEY
                 Listen, I gotta get some better shoes,
                 few other things before tomorrow.  Why
                 don't you drop me off at the Ren Cen,
                 we'll hook up later?

                              BUDDY
                 Yeah, and I better call my sister.

     CUT TO: THE SNOWSTORM

     It's really coming down.  We then PULL BACK TO REVEAL we're
     looking out of a window inside the cocktail lounge at the top of
     the Westin.

     A table of three young EXECUTIVE-LOOKING GUYS in suits are
     laughing at something until Karen is ushered by a WAITRESS to
     an adjacent table.

                              KAREN
                 Jack Daniel's, please, water on the
                 side.

     She turns, sees her reflection in the glass against the overcast
     sky, snow swirling, blowing in gusts, seven hundred feet above
     the city, down there somewhere.

                              EXECUTIVE GUY'S VOICE
                 Celeste, do us again, please, and put
                 the lady's drink on our bill.

     She turns to see them raising snifter glasses to her, smiling,
     pleasant-looking guys in dark suits.

                              KAREN
                 Thanks anyway.

                              WAITRESS
                      (drifting over)
                 They want to buy you a drink.

                              KAREN
                 I get that.  Tell them I'd rather pay
                 for my own.

     She then watches the three guys looking at the waitress
     delivering the message.  Then they look at Karen.  She gives
     them a shrug, turns to watch the snow.  Her drink arrives.  She
     takes a sip, looks up as one of the guys comes over...

                              EXECUTIVE GUY
                 Excuse me.  My associates and I made a
                 bet on what you do for a living.

     She glances at the table, the other two watching.

                              EXECUTIVE GUY (CONT'D)
                 And I won.  Hi, I'm Philip.

                              KAREN
                 If it's okay with you, Philip, I'd
                 like to just have a quiet drink and
                 leave.  Okay?

                              PHILIP
                 Don't you want to know what I guessed?
                 How I know what you do for a living?

                              KAREN
                 Tell you the truth, I'm not even mildly
                 curious.  Really, I don't want to be
                 rude, Philip, I'd just like to be left
                 alone.

     She turns back to the snowstorm.  She sees his reflection turn
     and leave.  A moment later, the next one appears at the table.

                              EXECUTIVE GUY #2
                 I think I know why you're depressed --
                 if I may offer an observation.

     She just looks at him.  So sure of himself.

                              EXECUTIVE GUY #2 (CONT'D)
                 I have a hunch you're the new sales
                 rep and your customer isn't exactly
                 knocked out by the idea of a young
                 lady, even one as stunning as you,
                 handling the account.  Am I close?
                 Hi, I'm Andy.

     She says nothing to him.

                              ANDY
                 We're ad guys.  We flew in from New
                 York this morning to pitch Hiram Walker
                 Distillery, present this test-market
                 campaign for their new margarita mix.
                 What we do, we show this guy who looks
                 like a Mexican bandido, you know, with
                 the big Chihuahua hat, the bullet belts--

                              KAREN
                 Andy?  Really.  Who gives a shit?

     He gives her a sympathetic expression.

                              ANDY
                 Want to tell me what happened?

                              KAREN
                 Beat it, will you?

     She stares at the guy until he turns away.  She sips her drink,
     stares once more out at the blizzard.  After a few moments,
     another dark suit appears, reflected in the window.

                              VOICE
                 Can I buy you a drink?

     Boom.  Not one of the executive guys.  She stares at the
     reflection for a moment, then slowly turns, looks up at JACK
     FOLEY now standing there in his new navy blue suit.

                              KAREN
                      (beat)
                 Yeah, I'd love one.
                      (then)
                 Would you like to sit down?

     He pulls the chair out, looking at her.  The three guys at the
     other table now staring as he sits down.  Foley offers his
     hand...

                              FOLEY
                 I'm Gary.

     She hesitates, then shakes his hand...

                              KAREN
                 I'm Celeste.

     She smiles with him.  When she lowers her hand to the table,
     his hand comes down to cover hers.  She watches his expression
     as she brings her hand out slowly, his eyes not leaving hers,
     and lays her hand on his.  The tips of her fingers brush his
     knuckles, lightly back and forth.

                              KAREN (CONT'D)
                 It takes hours to get a drink around
                 here.  There's only one waitress.

                              FOLEY
                 I can go to the bar.

                              KAREN
                 Don't leave me.

                              FOLEY
                 Those guys bother you?

                              KAREN
                 No, they're all right.  I meant, you
                 just got here.

     She picks up her drink and places it in front of him.

                              KAREN (CONT'D)
                 Help yourself.

     She watches him take a sip, smack his lips.

                              FOLEY
                 You like bourbon?

                              KAREN
                 Love it.

                              FOLEY
                      (passes the glass
                       back)
                 Well, we got that out of the way.
                      (then)
                 Tell me, Celeste.  What do you do for
                 a living?

                              KAREN
                 I'm a sales rep.  I came here to call
                 on a customer and they gave me a hard
                 time because I'm a girl.

                              FOLEY
                 Is that how you think of yourself?

                              KAREN
                 What, as a sales rep?

                              FOLEY
                 A girl.

                              KAREN
                 I don't have a problem with it.

                              FOLEY
                 I like your hair.  And that suit.

                              KAREN
                 I had one just like it -- well, it was
                 the same idea, but I had to get rid of
                 it.

                              FOLEY
                 You did?

                              KAREN
                 It smelled.

                              FOLEY
                 Having it cleaned didn't help, huh?

                              KAREN
                 No.
                      (then)
                 What do you do for a living, Gary?

                              FOLEY
                      (beat)
                 How far do we go with this?

     This stops her, throws her off balance.

                              KAREN
                 Not yet.  Don't say anything yet.  Okay?

                              FOLEY
                 I don't think it works if we're somebody
                 else.  You know what I mean?  Gary and
                 Celeste, Jesus, what do they know about
                 anything?

                              KAREN
                 It's your game.  I've never played
                 this before.

                              FOLEY
                 It's not a game.  Something you play.

                              KAREN
                 Well, does it make sense to you?

                              FOLEY
                 It doesn't have to, it's something
                 that happens.  It's like seeing a person
                 you never saw before -- you could be
                 passing on the street -- you look at
                 each other and for a few seconds,
                 there's a kind of recognition.  Like
                 you both know something.  But then the
                 next moment the person's gone, and
                 it's too late to do anything about it,
                 but you remember it because it was
                 right there and you let it go, and you
                 think, "What if I had stopped and said
                 something?"  It might happen only a
                 few times in your life.

                              KAREN
                 Or once.

     They look at each other a moment, then...

                              FOLEY
                 Why don't we get out of here.

     They both get up.  The ad guys at the table watch as she follows
     Foley to the elevator.  Karen winks at them.

     INT. ELEVATOR - NIGHT

     As they ride down to Karen's room.  She looks at him, looks
     away.  The doors open and they exit.

     INT. HER HOTEL SUITE

     As he follows her in.  She walks to the bar, fixes them each a
     drink.  He checks out the room, takes in her view.

                              KAREN
                 How'd you find me?

     He comes over to her, takes out the newspaper clipping with her
     picture and shows it to her.

                              KAREN (CONT'D)
                 Oh, God...

                              FOLEY
                 I called your room from downstairs.

                              KAREN
                 If I had answered, what were you gonna
                 say?

                              FOLEY
                 Well, I'd say who I was and do you
                 remember me and ask if you'd like to
                 meet for a drink.

                              KAREN
                 If I remembered you.  I came looking
                 for you.  I would've said sure, let's
                 do it.  But for all you knew I could
                 show up with a SWAT team.  Why would
                 you trust me?

                              FOLEY
                 It would be worth the risk.

     She looks at him, touches his face with her hand...

                              KAREN
                 You like taking risks.

                              FOLEY
                 So do you.

     He kisses her now, puts his arms around her.

                              KAREN
                 What's the hurry, Jack?  You have to
                 be somewhere?

     She hands him his drink.  They both drink, then...

                              KAREN (CONT'D)
                 Sooner or later...

     She stops and he looks at her over the rim of her glass.

                              KAREN (CONT'D)
                 You really wear that suit.

                              FOLEY
                 That's not what you were about to say.

     She shrugs, lets it go.  He puts down his drink, kisses her.
     She lets him, then moves to the couch.

                              KAREN
                 Remember how talkative you were?  In
                 the trunk?  Adele said you do that
                 when you're nervous.

                              FOLEY
                 She did, huh.

                              KAREN
                 You kept touching me, feeling my thigh.

                              FOLEY
                 Yeah, but in a nice way.

     He sits down and they kiss again.  This time she peels his jacket
     off.  He does the same with hers.  He's starting to unbutton
     her blouse when--

                              FOLEY (CONT'D)
                      (unbuttoning)
                 I might've smelled like a sewer, but
                 you could tell I was a gentleman.
                 They say John Dillinger was a pretty
                 nice guy.

                              KAREN
                 He killed a police officer.

     He stops.  Looks at her.

                              FOLEY
                 I hear he didn't mean to.  The cop
                 fell as Dillinger was aiming at his
                 leg and got him through the heart.

                              KAREN
                 You believe that?

                              FOLEY
                 Why not?

     She looks at him, decides to get off this subject.  Anyway he's
     finished unbuttoning her blouse and is now putting his hands
     inside her shirt.  She closes her eyes.

                              KAREN
                 You know that Sig .380 you took was my
                 favourite.  My father gave it to me.

     As he kisses her on the neck.

                              KAREN (CONT'D)
                 What were you gonna do with me?

                              FOLEY
                 I don't know.  I hadn't worked that
                 part out yet.  All I knew was that I
                 liked you, and I didn't want to leave
                 you there, never see you again.

                              KAREN
                 You waved to me in the elevator.

     She's loosening his tie, unbuttoning his shirt.

                              FOLEY
                 I wasn't sure you caught that.

                              KAREN
                 I couldn't believe it.  I was thinking
                 of you by then, a lot, wondering what
                 it would be like if we did meet.  Like
                 if we could take a time-out...

                              FOLEY
                 Really?  I was thinking the same thing.
                 If we could call time and get together
                 for a while.

     They look at each other a moment.

                              FOLEY (CONT'D)
                 You know I saw you on the street.

                              KAREN
                 Where?

                              FOLEY
                 Outside Adele's.

     He starts to kiss her again, but--

                              KAREN
                 You were going to see her?

                              FOLEY
                 To warn her about Chino.

                              KAREN
                 So she did help you?

                              FOLEY
                 I don't think we should get into that.

                              KAREN
                 No, you're right.  Or Buddy.  I won't
                 ask if he's with you or what you're
                 doing here in Detroit.  Or if you've
                 run into Glenn Michaels yet.

                              FOLEY
                 Don't talk like that, okay?  You scare
                 me.

     And he moves to kiss her, but she stands up, holds out her hand.

                              KAREN
                 Come on.

     He gets up and she leads him across the room...

     INT. BEDROOM - SAME

     Jack sits on the bed to take off his shoes, stands up to
     take off his pants.

                              KAREN
                 Are you gonna leave your tie on?

     He looks at her, down to her bra and panties, watches as she
     gets out of the rest of her clothes and comes over to him,
     standing close to help him with the tie...

                              FOLEY
                 My God, look at you.

     When her clothes are off, she loops the tie around his neck
     again and then as she turns off the light...

     She kisses him.  He sits down on the bed, drawing her back with
     him, the only light now coming from the sitting room.

                              FOLEY (CONT'D)
                 You having fun?

     She smiles and then they start to make love as we then...

     FADE OUT.

     CUT TO: KAREN

     Eyes open, serious now.

     REVEAL

     She's lying in Jack's arms.  She looks at him a moment, then
     moves away from him to sit up and swing her legs off the bed.

                              FOLEY
                 You coming back?

                              KAREN
                 I'm just going to the bathroom.

     She gets up and crosses the room to the bathroom and closes the
     door.  Foley picks up his Zippo off the night table.

     INT. BATHROOM - SAME

     She comes in.  Looks at herself in the mirror.  Suddenly
     feels self-conscious.  She grabs a bathrobe off the door.

     INT. BEDROOM - SAME

     Foley lies there, fiddling with the Zippo, staring up at the
     ceiling.  She comes out again and stands looking down at him.

                              KAREN
                 I want you to know something.  I wasn't
                 looking for just a fuck, if that's
                 what you're thinking.

                              FOLEY
                 Why are you mad?

                              KAREN
                 Or I did it for some kind of kinky
                 thrill.  Score with a bank robber the
                 way some women go for rough trade.

                              FOLEY
                 What about my motive?  Now I can say I
                 fucked a US Marshal.  You think I
                 will?

                              KAREN
                 I don't know.

     He raises the covers, but she just stands there.

                              FOLEY
                 I know of a guy he goes in the bank
                 holding a bottle he says is
                 nitroglycerin.  He scores some cash
                 off a teller, he's on his way out when
                 he drops the bottle.  It shatters on
                 the tile floor, he slips in the stuff,
                 cracks his head and they've got him.
                 The nitro was canola oil.  I know more
                 fucked-up bank robbers than ones that
                 know what they're doing.  I doubt one
                 in ten can tell a dye pack when he
                 sees one.  Most bank robbers are fucking
                 morons.  To go to bed with a bank robber
                 for kinky thrills, as you say, you'd
                 have to be as dumb as they are.  I
                 know you're not dumb, so why would I
                 think that?  Why would you think I
                 might think that?

     She comes over and sits down on the bed.

                              KAREN
                 You're not dumb.

                              FOLEY
                 I don't know about that.  You can't do
                 three falls and think you have much of
                 a brain.

     They lie there for a few moments, Karen watching him.  He senses
     this, looks at her...

                              FOLEY (CONT'D)
                 You getting serious on me now?

                              KAREN
                 I'm trying not to.  I just wanna know
                 what's gonna happen.

                              FOLEY
                      (beat)
                 You know.

     And he kisses her.

     EXT. DETROIT - DAY

     The sun is out.  The snow has stopped falling.  A white blanket
     covers everything.

     INT. KAREN'S HOTEL ROOM - SAME

     Karen opens her eyes, wakes up.  She closes them again, lies
     on her side, but doesn't move for a moment.  Then...

                              KAREN
                 Oh, for Christ sake, grow up.

     She opens her eyes and rolls on to her back.  She turns her head:
     Foley's gone.  She gets out of bed.

     INT. SITTING ROOM - SAME

     Karen comes into the room tying her robe.  She looks at the
     coffee table where...

     Something wrapped in a napkin lies by the half-empty bottle and
     the ice bucket.  She picks it up and slowly unfolds the "gift"
     from Foley:  Her Sig-Sauer .38.

     INT. FOLEY'S HOTEL ROOM - DAY

     Buddy stands at the window looking out as Foley -- in his
     underwear -- sits at the table reading the newspaper, a room-
     service breakfast, a bottle of Jim Beam close by.

                              BUDDY
                 It took you, what, seven hours to buy
                 a pair of shoes?

                              FOLEY
                 I saw Karen Sisco.

     Buddy turns to him.

                              BUDDY
                 And she saw you?

                              FOLEY
                 Yes, she did.

                              BUDDY
                 So how's that work, a wanted felon
                 socializing with a U.S. Marshal?

                              FOLEY
                 You know how I felt about her.

                              BUDDY
                 Did you give her a jump?  If you did I
                 might begin to understand where your
                 head's at.

                              FOLEY
                 It wasn't about getting laid.  I just
                 wanted to know what might've happened
                 if things were different.

                              BUDDY
                 You find out?

                              FOLEY
                 Yeah, I did.

     Buddy watches Foley pour a shot of Jim Beam in his coffee.

                              BUDDY
                 So what's that mean?  That you're
                 disappointed by what you found or you're
                 sorry you robbed all those banks?

                              FOLEY
                 I don't know.

     INT. KAREN'S HOTEL ROOM - DAY

     Karen sits there staring at a Wild Turkey bottle, a couple of
     glasses.  She reaches for the phone, dials.  A moment later, we
     hear MARSHALL SISCO'S ANSWERING MACHINE and she hangs up.

     INT. STATE THEATER - NIGHT

     A ring set up on stage.  Men hang out on the side.  Where movie
     seats used to be are rows of round nightclub tables; a row of
     them on each of four levels rising a step at a time up through
     the theatre to the bar.  Rap music booms out of speakers as
     fighters are announced.

     Everyone in here is black except for Glenn and White Boy Bob
     who sit at a table in the front row while Maurice in a dude
     black felt cap set on his head just right and shades walks along
     the apron of the stage.

                              MAURICE
                 Stick and jab, stick and jab!

     White Boy Bob throws down a beer and gives Glenn's shoulder a jab.

                              WHITE BOY BOB
                 You drink like a girl.

     White Boy looks around to see if there are any other morons
     sitting nearby who think it's funny.  Kenneth comes through for
     his pal and laughs.

     INT. THEATER - SAME

     As Karen walks through the bar, pauses as she sees Glenn sitting
     with White Boy and Kenneth.  She steps back into the shadows as
     Glenn glances anxiously about.

     ON GLENN

     As he pushes his chair back.

                              GLENN
                 I got to go take a piss.

     He hesitates, sees the car keys on the table in front of White
     Boy Bob.  But before he can grab them...

                              WHITE BOY BOB
                 What're you telling us for?  You want
                 somebody to hold your little pecker?

     Glenn gets up, sees his coat on the back of the chair, but knows
     he can't take it with him.  He walks away from the table.

     EXT. STATE THEATER - PARKING LOT - SAME TIME

     Glenn exits the theater and crosses to the parking lot.
     Karen exits right after, watches him get into the Town Car.

     INT. TOWN CAR - SAME TIME

     Glenn behind the wheel, half lying on his right side as he tries
     to rip open the locked glove compartment.  His head jerks around
     as Karen opens the door.  He sits up straight as she gets in
     with him.

                              KAREN
                 Glenn, are you trying to steal this
                 car?

                              GLENN
                 Jesus, I don't believe it.

                              KAREN
                 Another one of those days, huh, nothing
                 seems to go right?

     He raises his empty hands.

                              GLEN
                 I don't have the keys.

                              KAREN
                 I see that.

                              GLENN
                 I mean I'm not stealing the fucking
                 car.

                              KAREN
                 You're not?

                              GLENN
                 I already stole it.  Last week or
                 whenever it was, in West Palm.  I can't
                 be stealing it again, can I?

                              KAREN
                 The two guys you were with -- that
                 one, that isn't Maurice Miller, is it?
                 I've seen Snoopy's mug shot and that
                 didn't look like him.

                              GLENN
                 Jesus.  How'd you know about Snoopy?

     Karen looks at him, shakes her head.

                              KAREN
                 Glenn, I know your life history, who
                 your friends are, where you've been
                 and now, it looks like, where you're
                 going.  Put your hands on the wheel.

                              GLENN
                 You're gonna bust me for picking up a
                 car?

                              KAREN
                 For the car, for aiding and abetting a
                 prison escape, and conspiring to do
                 whatever you came here for.

                              GLENN
                 Listen, these guys, they're gonna be
                 out here any minute looking for me.
                 They're fucking animals.

                              KAREN
                 What's going on, Glenn?

                              GLENN
                 Nothing.  I just wanna get the fuck
                 outta here.

                              KAREN
                 But I thought the whole thing was your
                 idea?

                              GLENN
                 Rippin' off Ripley was my idea, but
                 these guys, man, they're into shit I
                 can't handle.

                              KAREN
                 Ripley?  You mean the wall street guy?

                              GLENN
                 Yeah, the plan was to pick him up at
                 his office tomorrow, take him out to
                 his house in Bloomfield Hills.  Now, I
                 don't give a shit what they do.

                              KAREN
                 And is Foley a part of this?

                              GLENN
                 He's supposed to be, but he hasn't
                 shown up yet, which is a good thing
                 for him.

                              KAREN
                 Why's that?

                              GLENN
                 Maurice is gonna kill him, try and
                 collect the reward.

                              KAREN
                      (beat)
                 But you say he hasn't shown up, you
                 think he backed out?

                              GLENN
                 I don't know-- he doesn't exactly
                 confide in me.

                              KAREN
                 Gee, I wonder why not.

                              GLENN
                 I'm freezing my ass off.

                              KAREN
                 You want to get out of here, run, it'll
                 warm you up.

                              GLENN
                 Really?

                              KAREN
                 But listen, Glenn.  If you're lying to
                 me...

                              GLENN
                 I know, you'll find me.  Jesus, I
                 believe it.  I keep thinking if you
                 hadn't driven me to federal court last
                 summer, you wouldn't even know who I
                 am.

                              KAREN
                 If I didn't know you, Glenn, by tomorrow
                 you'd be in jail or dead.  Look at it
                 that way.  Go on.

     And he takes off.  She sits there another moment, then flicks
     her cigarette out the door, gets out the car.

     EXT. PARKING LOT - SAME

     Karen looks across the street at the theatre, sees people
     leaving.  A few seconds later, she steps behind a car and watches
     as Buddy and Foley pull into the lot.

     INT. THEATER - SAME

     Maurice sits with White Boy and Kenneth as Foley and Buddy come
     down the aisle to their table.

                              MAURICE
                 Where you been?  You miss the big boys,
                 come in time for the walkout fights.
                 Well, shit, you may as well pull up a
                 chair.

     Foley and Buddy remain standing.

                              MAURICE (CONT'D)
                 Kenneth, this is Mr. Jack Foley and
                 this is Mr. Buddy, famous bank robbers.

     Foley nods to the raincoat draped over the back of a chair.

                              FOLEY
                 Who's sitting here?

                              MAURICE
                 Your homie, Glenn.  Only thing, he
                 went to the men's about a while ago
                 and never came back.

     Foley gives Buddy a look.  White Boy Bob grins at them.

                              WHITE BOY BOB
                 I think he must've fell in.

                              MAURICE
                 I sent these two looking for him, they
                 come back shaking their heads.

                              FOLEY
                 Well, if he left his coat and he's
                 been gone a while.

                              WHITE BOY BOB
                 The car's still there.  I looked.

                              MAURICE
                      (to the ring)
                 Reggie, push off and hit, man.  Push
                 him off.

                              FOLEY
                 We're leaving.

                              MAURICE
                 The fuck you talking about?

                              FOLEY
                 Snoop, if you don't know where Glenn
                 is...

     Maurice takes Foley by the arm, moves him away from the table.

                              MAURICE
                 Look, what you worried about Glenn
                 for?  What's he know?

                              FOLEY
                 I thought everything.

     Foley watches the fighters: one of them patient, moving in while
     the other one takes wild swings and misses...

                              MAURICE
                 Glenn knows everything we suppose to
                 do tomorrow.  Glenn could tell somebody
                 that, yeah, but it don't mean shit.
                 You understand?  'Cause Glenn don't
                 know I changed the plan.
                      (then)
                 It's happening tonight.

     Foley looks at Maurice now.

                              MAURICE (CONT'D)
                 Soon as we leave here.  Stop home and
                 pick up what we need and go do it.

                              FOLEY
                      (beat)
                 Give me a minute, talk to Buddy.

                              MAURICE
                 You got two minutes, that's all.  Make
                 up your mind.

                              FOLEY
                 I wasn't asking permission.

     Foley walks up to the bar with Buddy.

                              FOLEY (CONT'D)
                 They want to go tonight, before Glenn
                 gets in any trouble, opens his big
                 mouth.

                              BUDDY
                 Whatta you wanna do?

     Foley takes out his lighter, begins playing with it.

                              BUDDY (CONT'D)
                 You know they gonna set us up.

                              FOLEY
                 I get that feeling, yeah.

                              BUDDY
                 But you still think you can get the
                 diamonds fore they do?

     Foley looks at him a moment, then...

                              FOLEY
                 I'll make you a deal.  Get out of here.
                 Right now.  I'll do the job with the
                 Snoop, meet you wherever you want and
                 give you half.

                              BUDDY
                 Half for doing what?

                              FOLEY
                 Getting me out of Glades for starters.

                              BUDDY
                 And who watches your back?

     ON MAURICE

     As he sits down with White Boy Bob and Kenneth, watches as Buddy
     and Foley talk up at the bar.

                              MAURICE
                 Man has all that reward on his head
                 and still talks like a con in the yard.
                 You know what I'm saying?  Like he's a
                 man you don't mess with.  Yeah, well,
                 what I say to Jack Foley is buuullshit.

     EXT. MAURICE'S HOUSE - NIGHT

     It's snowing as Maurice, White Boy Bob, Kenneth, Buddy, and
     Foley pile into the back of a van, the name of some plumbing
     and heating company on the side.

     We PULL BACK TO REVEAL that we're watching from inside Karen's
     car.  She waits for the van to pull away, then follows.

     INT. VAN - NIGHT

     Kenneth -- the fucking maniac -- at the wheel.  Buddy and Foley
     piled into the back of the van full of plastic pipe and
     equipment.  Maurice pulls on a pair of white coveralls.

                              FOLEY
                 That what they're wearing these days
                 to break and enter?

                              MAURICE
                 Break and enter, shit.  Take it and
                 git, how it's done.  Don't waste any
                 time.  That's how you do it.

                              FOLEY
                 So you've done this before, huh?

                              MAURICE
                 Shit, yeah.  White Boy even got busted
                 for it.
                      (then)
                 White Boy, tell these boys the reason
                 you went down on that burglary that
                 time.

                              WHITE BOY BOB
                 I left my wallet in the house I robbed.

     The guy grins at them.  Foley can't believe it.

                              MAURICE
                 Takes the TV, the VCR, some other shit
                 and leaves his wallet on the floor.

                              FOLEY
                 That's a wonderful story, Snoop.  I'm
                 very excited about tonight.

                              MAURICE
                 Hey.  You learn from doing.

     Foley and Buddy exchange looks.  Maurice turns around, a Beretta
     in his hand.  Foley looks at him.  Buddy tenses.

                              MAURICE (CONT'D)
                 You know how to use one a these?

                              FOLEY
                 I've seen 'em used on TV.

     Maurice hands Foley the Beretta.  Then reaches into a bag, comes
     up with a .38 he hands to Buddy.

     INT. KAREN'S CAR - SAME

     As Karen tries to keep up with the van.  But with the snow and
     the way Kenneth drives, she starts to lose them.  She speeds up
     around a corner and loses control of the car.

     EXT. STREET - SAME

     As Karen's car does a 360 in the ice and snow.

     INT. VAN - NIGHT

     Buddy and Foley are jostled about the back from Kenneth's insane
     driving.

                              BUDDY
                 Slow down.

     Kenneth grins in the mirror, punches it more.  Buddy gets out
     the .38 and touches it to the back of Kenneth's head.

                              BUDDY (CONT'D)
                 Get ready to grab the wheel when I
                 shoot this asshole.

     Kenneth, his eyes freaked with speed, glares at Buddy in the
     mirror.

                              MAURICE
                 Do like he says, man.  Slow down.

     EXT. KAREN'S CAR - NIGHT

     As a pissed-off Karen gets out of her car, watches the van
     disappear.

                              KAREN
                 Shit --

     INT. KAREN'S CAR - SAME

     She takes out her cellphone, punches a number, re-orients her
     car at the same time.

     EXT. RICHARD RIPLEY'S HOUSE - NIGHT

     As the van creeps by one way, then the other, then pulls into
     the driveway.

     INT./EXT.  VAN - RIPLEY'S HOUSE

     All five of them in the back end of the van now, bumping into
     each other until Maurice lets White Boy out the rear end, leaving
     the doors open enough so he can watch.  He then racks the slide
     on a .45.

                              MAURICE
                 "An army .45 will stop all jive."
                 Huey P. said that.

                              BUDDY
                 You think he was talking about walking
                 into people's houses when he said it?

     Maurice looks at Buddy.  Buddy holds his gaze.  Then the coach
     lights on either side of the front entrance come on.

                              MAURICE
                      (pulls his mask down)
                 Get ready to go skiing.

     Now the front door opens...

                              MAURICE (CONT'D)
                 Here we go.

     We catch a glimpse of a WOMAN in the doorway, arms folded over
     her bathrobe as White Boy gives her a push and steps inside the
     house with her.

     Maurice is out of the truck and Kenneth, with a shotgun, is
     scrambling to be next.  Buddy catches him by his jacket collar
     and holds him squirming until Foley is out.

     The minute Kenneth's feet hit the driveway he turns the 12-gauge
     on Buddy, still in the truck.  Foley takes the barrel in one
     hand and shoves it straight up in Kenneth's face.

                              FOLEY
                 Go on in the house before you get hurt.

     Kenneth puts his face up close to Foley's and stares at him
     good before going inside.  Foley turns to Buddy...

                              FOLEY (CONT'D)
                 There's still time, take me up on my
                 offer.

                              BUDDY
                 I'm not leaving you alone with these
                 assholes.

     INT. HOUSE - FOYER - SAME

     Where Maurice has the woman backed against a table.  She's in
     her forties, with thick red hair hanging free.  She looks ready
     to take a swing at whoever approaches...

                              WOMAN
                 I work here.  I'm the maid.

     Kenneth reaches out, opens her robe and we get a flash of flimsy
     bra and low-cut panties before she slaps him away.

                              WOMAN/MAID
                 Fuck off.

                              KENNETH
                 Hey, shit, we're gonna have a party.

                              MAURICE
                 Not yet.  Where's Mr. Ripley?

                              MAID
                 I told you, he isn't here.

                              MAURICE
                 Out for the evening?

                              MAID
                 He's in Florida.  Palm Beach.

                              MAURICE
                      (beat)
                 When's he due back?

                              FOLEY
                 Jesus Christ, what difference does it
                 make?  You want to wait for him?

                              MAID
                 Mr. Ripley's down for the season.
                 Christmas to Easter.

                              MAURICE
                 You here all by yourself?

                              MAID
                      (beat)
                 That's right, just me.

     Foley catches the hesitation, glances at Buddy.

                              MAURICE
                 Where's Ripley's safe at, he keep his
                 valuables in.

                              MAID
                 I don't have any idea.

                              MAURICE
                 Let's go upstairs, have a look at the
                 man's bedroom.  All right now, you and
                 Mr. Buddy check the rooms down here.
                 Look at the wall behind any pictures
                 hanging on it.  Look at the walls in
                 the closets.  The man has a safe, it's
                 gonna be up there somewhere.

                              FOLEY
                 How about his place in Florida?  If
                 you'd called, we could've checked his
                 walls down there before we left.  That
                 is, if you'd checked to see where he
                 was.  You follow me?

     Maurice gives him a look, pulls the maid up the stairs.  Kenneth
     and White Boy Bob follow...

                              MAURICE
                 You set off any kind of alarm and you're
                 a dead Hazel.  Understand?

     Kenneth puts his arm around the maid.

                              KENNETH
                 What's you name, mama?

     He hooks a finger in the waist of her panties, pulls on the
     elastic, is about to look in there when Maurice backhands him
     across the face.

                              MAURICE
                 First money, then pussy.

     Alone with Buddy now, Foley rolls his mask up on his head.

                              FOLEY
                 You ever wear one of these?

                              BUDDY
                 I don't ski.

                              FOLEY
                 Stay with the maid.  I'm gonna have a
                 look around.

     INT. KAREN'S CAR - NIGHT

     Karen on the phone... snow falling all around her.

                              RAYMOND CRUZ (PHONE)
                 I'll send a unit over there, see if
                 there's anything going on.

                              KAREN
                 Tell me where Ripley's house is.  I'll
                 meet them there.

                              CRUZ (PHONE)
                 Karen, you gonna promise me you're not
                 gonna go in, do anything stupid till I
                 get there...

     INT. BEDROOM - SAME TIME

     Full of fat, cushy chairs and a sofa, everything white or black,
     a wet bar, a big TV, CD player.  Buddy moves into the doorway,
     peers inside.

     Kenneth is trying to find a radio station while Maurice and
     White Boy Bob ransack the place.  White Boy Bob checks under
     the mattress...

                              WHITE BOY BOB
                 Hey--

     Maurice and Kenneth look over expectantly.

                              WHITE BOY BOB (CONT'D)
                 I found a rubber.

                              MAURICE
                 White Boy, the man's not gonna hide no
                 diamonds under the fuckin' mattress.

     Maurice looks out the door, sees Buddy in the doorway.

                              MAURICE (CONT'D)
                 Where's Foley?

                              BUDDY
                 Checkin' the other rooms, like you
                 said.

                              MAURICE
                      (to White Boy)
                 Go keep an eye on him.

     White Boy Bob slips out of the room.  Maurice turns to Kenneth,
     who's still playing with the stereo.

                              MAURICE (CONT'D)
                 Kenneth, fuck the radio, put on a CD.

                              KENNETH
                      (looking them over)
                 I don't recognize none of these bands.

                              MAURICE
                 Just pick one, put it on.

     INT. UPSTAIRS HALLWAY - SAME

     White Boy Bob watches from the end of the hall as Foley peers
     into each of the bedrooms.  Foley sees a back staircase and
     starts down.  A moment later White Boy Bob follows.

     INT. DOWNSTAIRS HALLWAY - SAME

     White Boy Bob comes down the stairs.  No sign of Foley.  White
     Boy starts down one hallway, then turns back.  Now he's lost.
     He opens a door, starts to walk into a closet, then backs out.
     He goes down the hall, turns into...

     THE KITCHEN - SAME

     Where White Boy Bob enters, calls out tentatively.

                              WHITE BOY BOB
                 Uh, Foley?

     He takes in the huge room, the massive sub-zero refrigerator.
     He moves to the freezer, opens it, takes in the FROZEN STEAKS.

                              WHITE BOY BOB (CONT'D)
                 Cool.

     INT. HALLWAY (DOWNSTAIRS) - SAME 

     As Foley quietly moves to the doorway, peers into the kitchen,
     watches White Boy Bob starts going through the freezer, taking
     out steaks and stacking them up on the counter.  Foley shakes
     his head and moves on.

     INT. LIBRARY (DOWNSTAIRS) - SAME

     Dark.  As Foley steps into the doorway, we BOOM DOWN to reveal
     a LIGHTED AQUARIUM in f.g.  He comes into the room, sits down
     in an armchair beside the fish tank.

     He leans close to the glass, stares at the fish a moment.  He
     sees a door reflected there and turns to look across the room,
     sees how the phone cord disappears underneath.

                              FOLEY
                 They cut the lines, Richard.

     Silence.  The door opens and we see a terrified Richard Ripley
     sitting on top of a toilet, the phone in his lap.

                              RIPLEY
                 Foley?  That you?

                              FOLEY
                 How are you, Richard?

                              RIPLEY
                 Jesus Christ, what the hell are you
                 doing here?  What's going on?  Who's
                 upstairs?

                              FOLEY
                 Maurice Miller, couple of his friends.

                              RIPLEY
                 Maurice?  From Lompoc?  Good God.

     Ripley moves to the doorway.

                              RIPLEY (CONT'D)
                 Have they got Midge up there?

                              FOLEY
                 What kinda man lets a woman answer the
                 door, this time a night?

                              RIPLEY
                 We thought it might be her husband.
                 Sometimes he comes and checks up on
                 her.  She told him I was down in
                 Florida.

                              FOLEY
                 A minute or two, you're gonna wish you
                 were.

     Ripley looks at him.  Foley pats the back of a chair.

                              FOLEY (CONT'D)
                 Why don't you come on over here, sit
                 down, Richard, have a look at your
                 fish.

     EXT. BLOOMFIELD HILLS - ROAD - SAME

     As Karen slowly negotiates her way through the snowstorm.

     INT. RIPLEY'S BEDROOM - SAME

     The music ON LOUD (Herb Alpert -- Tijuana Taxi).  Buddy stands
     in the doorway, watches Maurice, out of his coveralls, as he
     takes suits and sport coats from the walk-in closet to look
     them over.  He tries on a coat, turns to the maid.

                              MAURICE
                 How do I look, mama?

                              MAID
                 Like a fag.

     Maurice smiles at her, goes back into the closet.  Kenneth stares
     at the maid, nodding slowly.

                              KENNETH
                 I think she like to tussle with me.
                 Get boned a way she gonna remember.

     She looks to the doorway, where Buddy now starts to take a step
     into the room, when Maurice comes out of the closet...

                              MAURICE (OS)
                 Motherfucker!

     He sticks his head out of the closet.

                              MAURICE (CONT'D)
                 I found the safe.

     Buddy backs out of the room.

     EXT. RICHARD RIPLEY'S HOUSE - SAME

     As Karen drives slowly past the house.  White Boy Bob emerges
     with an armload of steaks and sets them on the front steps.

                              MAURICE
                 White Boy!  Get your ass up here!

     White Boy Bob hurries back into the house.

     INT. RIPLEY'S LIBRARY - SAME

     Ripley sits on the couch across from Foley.  He keeps looking
     up at the ceiling.

                              RIPLEY
                 What do you want from me, Jack?  Name
                 it.  You want money?

                              FOLEY
                 You gonna write me a check?

                              RIPLEY
                 We'll go to my bank.  I'll make a
                 withdrawal.

     Foley just looks at him.  Buddy sticks his head in the room.

                              BUDDY
                 They found the safe.

                              FOLEY
                 You remember Buddy, don't you, Richard?

                              BUDDY
                 Yeah, hi.  Nice house.

                              RIPLEY
                 Thank you.

     INT. BEDROOM - CLOSET DOORWAY - SAME

     White Boy Bob comes in as Kenneth and Maurice are getting ready
     to blast the safe with the shotgun and pistol.

                              MAURICE
                 We gonna open up this fucker...

     Maurice and his boys open fire on the safe.  The maid covers up
     as bullets begin ricocheting all over the room.

                              MAURICE (CONT'D)
                 Jesus...!

     EXT. HOUSE - SAME TIME

     Karen sees the muzzle flashes in the upstairs window and quickly
     gets out of the car.

     INT. STUDY - SAME

     As Buddy and Ripley look up.

                              RIPLEY
                      (gets up)
                 Good God... they're shooting Midge!

                              FOLEY
                      (pushes him down)
                 Siddown, Dick.  They're trying to open
                 the safe, not your maid.

     INT. BEDROOM

     As Maurice, Kenneth and White Boy Bob get ready to fire again.

                              MAURICE
                 A'ight, this time we gotta get the
                 motherfuckin' trajectory right...
                      (pause)
                 Okay, on three:  One... Two...

                              MAID
                 The combination is three-ten-forty-four.

     They all turn to look at her, guns still pointing at the safe.

                              MAID (CONT'D)
                 Richard's birthday.

     EXT. HOUSE - SAME

     As Karen cautiously makes her way towards the front door.

     INT. BEDROOM - SAME

     As Maurice finally gets the safe open.  They all anxiously peer
     inside.  Maurice narrows his eyes, reaches in, pulls out one of
     three toupees.  He stares at it.

                              MAURICE
                 ...the fuck is this...

                              WHITE BOY BOB
                 Are they dead?

     He looks at White Boy Bob...

                              MAURICE
                 Go find Foley.  NOW!

     INT. RIPLEY'S STUDY - SAME

     As Foley leans forward in the chair now...

                              RIPLEY
                 I can't believe you're still angry
                 with me, Jack, after all this time.

                              FOLEY
                 I'm not angry, Richard.
                      (staring at the tank)
                 In fact, I'm completely relaxed.  Thing
                 is, I can't tell if it's the fish
                 that're cooling me out or all those
                 uncut diamonds on the bottom of the
                 tank there.

     Ripley sags, closes his eyes.

                              BUDDY
                 Damn--

     And now Buddy takes a closer look and now we, too, see that
     strewn about the bottom of the aquarium are dozens of uncut
     diamonds of various sizes.

                              FOLEY
                 Dumbfuck Glenn was right, there's about
                 five million worth in there, wouldn't
                 you say, Richard?

                              RIPLEY
                 Five point two.

                              BUDDY
                 They look like plain old rocks.

                              FOLEY
                 They sure do.

     He gets up, looks at Buddy.

                              FOLEY (CONT'D)
                 Go get a bag.

     Foley turns to Richard as Buddy comes back into the room with a
     plastic bag, starts reaching into the tank.

                              FOLEY (CONT'D)
                 I were you, I'd get up and run.

                              RIPLEY
                 I'm not leaving Midge.

                              FOLEY
                 Don't be an asshole, Richard.  They're
                 gonna kill you.

                              RIPLEY
                 If that's my fate, so be it.  I'm not
                 leaving.
                      (then)
                 I love her, Jack.

     Foley looks at Buddy.  Now what?

                              BUDDY
                 C'mon.

     Foley just looks at Ripley, who doesn't move.

                              FOLEY
                 Good luck, Richard.

                              MAURICE (OS)
                 Someone down here?

     Buddy and Foley slip out the other door, down the hall, just as
     Maurice walks in, some of Ripley's clothes over his arm.

                              MAURICE (CONT'D)
                 Well, if it isn't the Ripper hisself.

                              RIPLEY
                 Are those my suits?

                              MAURICE
                 Where you been hiding, Dick?

     EXT. HOUSE - SAME

     A now-freezing Karen hugs a retaining wall, watches as Foley
     and Buddy emerge from the house.

     AT THE VAN

     As Buddy leans under the dash.  Foley looks up at the house
     where we see shadows moving about in the upstairs window, hear
     the faint pumping of the music.  We hear the VAN START.

                              BUDDY
                 Okay.

     Buddy straightens up, looks at Foley.

                              BUDDY (CONT'D)
                 Come on.

                              FOLEY
                 Shit.

                              BUDDY
                 What?

                              FOLEY
                 They're gonna rape the maid, aren't
                 they.

                              BUDDY
                 From the looks of those boys, the
                 Ripper too.

                              FOLEY
                 And then they'll kill 'em.

                              BUDDY
                 At least.

     Foley looks at the diamonds in the bag.

                              FOLEY
                 We made it, didn't we?

                              BUDDY
                 All you gotta do is get in.

     Again Foley looks at the diamonds, then...

                              FOLEY
                 I'm going back inside.

                              BUDDY
                 I'll go with you.

     Foley finally hands him the bag with the diamonds in it...

                              FOLEY
                 No, you dump the van, meet me at the
                 airport.
                 I'll take one of Ripley's cars.

                              BUDDY
                 Jack --

                              FOLEY
                 Listen, Buddy, the shit that's about
                 to go down, you'll be on the phone
                 with your sister for a month.  Let me
                 do this part alone.

     Buddy just looks at him.

                              FOLEY (CONT'D)
                 I'm saying this isn't your problem.
                 Far as I'm concerned, we're square.

     Foley turns to go.

                              BUDDY
                 Hey...

     Buddy hands him his gun.  Foley takes it, stuffs it in the back
     of his pants, and then turns back to the house.

                              FOLEY
                 Now get outta here.

     KAREN
     
     As she watches Foley go back inside.  A moment later, the van
     pulls out of the driveway.  Karen makes a decision, starts for
     the side of the house...

     INT. RIPLEY'S HOUSE - THE FOYER - SAME

     Foley enters and we hear the maid scream.  Foley starts up
     the stairs.

     INT. RIPLEY'S STUDY

     Maurice and White Boy Bob both have their guns to Ripley's head.

                              RIPLEY
                      (hears the scream)
                 Midge.

                              MAURICE
                 Forget about her.  Tell me where the
                 money's at.

                              RIPLEY
                 Foley's got it.

                              MAURICE
                 Where the fuck is Foley?

     INT. UPSTAIRS HALL - SAME

     Foley comes up the stairs, heads for Ripley's bedroom.  The
     door is closed now...

                              FOLEY
                 Midge?

     He steps to one side, is about to reach for the knob when
     suddenly the DOOR IS BLASTED OFF ITS HINGES.

     INT. KITCHEN (DOWNSTAIRS) - SAME TIME

     Karen comes through the door, hears the gunshot, stops cold.

     INT. HALLWAY (UPSTAIRS) - SAME

     As Foley steps into the doorway and we see Kenneth and the maid
     bare, both sitting up in bed, Kenneth racking the shotgun, the
     maid turning away from him, gathering the covers that hang off
     her side of the bed...

     ...and coming around to throw them like a net at Kenneth as the
     shotgun goes off and the covers catch fire as Foley pumps one
     two three shots into Kenneth somewhere under there.

     INT. RIPLEY'S STUDY - SAME

     As Ripley tries to get away...

                              RIPLEY
                 Midge!

     Maurice grabs him by the collar, spins him around and whips him
     across the face with his gun.  He and White Boy Bob then both
     hit Ripley on the head until he goes down and stays down.

                              MAURICE
                      (to WBB)
                 You take the front stairs, I'll take
                 the back.

     INT. RIPLEY'S BEDROOM - SAME

     As the maid jumps up and drags the burning covers from the bed
     and sees Kenneth now, the bullet holes in his chest, staring
     blankly back at him.  She then looks at Foley.

                              MAID
                      (cold)
                 Where's Dick?

                              FOLEY
                 Downstairs.
                      (then)
                 But wait here.  There's two more.

     INT. UPSTAIRS HALLWAY - SAME

     As Foley starts out of the room and immediately hears...

                              WHITE BOY BOB
                 Hold it, asshole!

     Foley sees White Boy Bob at the bottom of the stairs.

                              WHITE BOY BOB (CONT'D)
                 Drop the gun.

     Nowhere to go, Foley has to comply.

                              WHITE BOY BOB (CONT'D)
                 Now stay right there.  Don't move.

     White Boy Bob starts to jog up the stairs two at a time, all
     the while keeping his eyes fixed on Foley.

                              WHITE BOY BOB (CONT'D)
                 Maurice!  I got Foley!

     INT. RIPLEY'S BACK STAIRCASE - SAME

     As Maurice starts up the backstairs...

                              WHITE BOY BOB
                 Maurice!  Up here!

     ...and a moment later, Karen comes out of the kitchen into the
     downstairs hallway -- just missing each other.

     INT. STAIRCASE - SAME

     As White Boy Bob gets maybe half way up when he catches a toe
     on one of the risers and pitches forward.  Stupidly, he tries
     to break his fall with the elbow of his gun hand and ends up
     jamming his chin down onto the muzzle of his gun which,
     unfortunately for him, goes off, firing a bullet through his
     head and killing him instantly.

     To say the least, Foley is stunned by this freak accident.  He
     stands there looking at the dead bulk on the stairs.

                              FOLEY
                      (finally)
                 You learn from doing.

     Foley bends down to pick up his gun and we see MAURICE COMING
     UP THE BACK STAIRCASE, his gun raised, and now firing away...

     Foley is forced to jump back behind a pillar as Maurice keeps
     firing at him, shots ricocheting off the pillar, the railing,
     the wall...

     INT. DOWNSTAIRS HALLWAY - SAME

     As Karen hugs the wall at the sound of gunshots, sees Ripley
     lying on the floor of the study...

     INT. UPSTAIRS HALLWAY - SAME

     As we hear CLICK as the breech opens on Maurice's now empty .45
     And now Foley steps out from behind the pillar and calmly bends
     down, picks up his gun, Maurice still walking forward...

                              MAURICE
                 Jack, you don't use a gun, do you?

                              FOLEY
                 Not until recently.

                              MAURICE
                      (still coming)
                 Nervous?

                              FOLEY
                 A little.

                              MAURICE
                      (getting close)
                 This kind of setup, you don't have any
                 idea what the fuck you're doing -- do
                 you?

                              FOLEY
                 You're right.  So why take a chance--

     Foley pulls the trigger.  CLICK.  Maurice hesitates, surprised
     that Foley would pull the trigger, then the two of them at the
     same time rush each other, begin a messy mano a mano, now using
     their spent guns as bludgeons.

     INT. RIPLEY'S STUDY - SAME

     As Karen carefully comes into the room, Ripley lets out a low
     GROAN.  She's bending down to check him when HER PHONE RINGS.

     INT. UPSTAIRS HALLWAY - SAME

     As Foley and Maurice grapple on the floor near the head of the
     stairs.

     INT. STUDY - SAME

     As Karen answers her phone, checks Ripley...

                              KAREN
                 Hello?

                              CRUZ (PHONE)
                 We're a few minutes away.  Just sit
                 tight, stay outta the house till we
                 get there, understand?

                              KAREN
                 Oh-kay...

     INT. UPSTAIRS HALLWAY - SAME

     As Foley finally shoves Maurice down the stairs.  Maurice rolls
     down a few steps, right over White Boy Bob, as...
     
     Foley gets up, runs back to the bedroom.

     INT. RIPLEY'S BEDROOM - SAME

     As Foley enters, goes straight to Kenneth's body, begins
     searching for the shotgun (lifting the covers, turning over
     the body, etc) with no success...

                              FOLEY
                 Shit...

     INT. STAIRWELL - SAME

     As Maurice attempts to prise the gun out from under the dead bulk
     of White Boy Bob.

     INT. RIPLEY'S BEDROOM - SAME

     As Foley, exasperated, stands back up...

                              MIDGE (O.S.)
                 This what you want?

     Foley looks to where Midge stands -- now back in her bathrobe,
     but more importantly, clutching the shotgun.  Foley crosses and
     takes it from her, begins to stride out of the room, when --

                              MIDGE (CONT'D)
                 It's empty.

     Foley just looks at her.

     INT. STAIRWELL - SAME

     As Maurice finally rolls White Boy Bob over, grabs the gun...

     INT. RIPLEY'S BEDROOM - SAME

     As Foley sticks his hand in Kenneth's coveralls, comes out with
     a shell, loads the gun, snaps it shut...

     INT. STAIRWELL - SAME

     As Maurice cocks the pistol, takes a step up the stairs...

                              KAREN (OS)
                 Maurice--

     Maurice spins around, points his gun down at Karen, now standing
     in the foyer, her own gun pointing up at him...

     EXT. HOUSE - SAME TIME

     As Raymond Cruz and several green-and-whites arrive...

     INT. RIPLEY'S BEDROOM - SAME

     As Jack, about to exit, stops cold as he HEARS TWO GUNSHOTS,
     then a BODY FALL.

     He stands still.  Not sure who was just shot.  After a long moment,
     we then hear:

                              KAREN (OS)
                 Jack?

     He sees Midge looking at him, closes his eyes, sags against the
     wall.

                              KAREN (OS) (CONT'D)
                 I know you're up there.

     INT. FOYER - SAME

     As Foley steps into the hallway, his ski mask now pulled down
     over his face.  He holds Kenneth's shotgun in one hand and his
     pistol in another.

                              KAREN
                 Come on, Jack -- don't.

                              FOLEY
                 Pretend I'm somebody else.

                              KAREN
                 You think I'd shoot you?

     Foley brings up the pistol and the shotgun.  AND NOW WE HEAR
     THE SIRENS...

                              FOLEY
                 If you don't, one of those guys will.

                              KAREN
                 What're you now, a desperado?  Put the
                 guns down.

                              FOLEY
                 I told you, I'm not going back.

     He raises the guns hip-high and we hear sounds behind Karen,
     but she's quick to raise her hand, though she doesn't turn or
     look around.

                              KAREN
                 Don't do this.  Please.

     They stand there staring at each other.

                              FOLEY
                 No more time outs.

     He raises the guns.  She sadly shakes her head.

                              KAREN
                 You win, Jack.

     She fires and he falls to the staircase, dropping the guns,
     grabbing hold of his right thigh.  And now Cruz and several
     other cops enter... Karen motions them to stop...

                              CRUZ
                 Karen, I told you not to--

                              KAREN
                 Wait, I know him --okay?

     She goes up the staircase to where Foley is lying and gently
     lifts the ski mask and looks at his sad eyes.

                              KAREN (CONT'D)
                 I'm sorry, Jack, but I can't shoot
                 you.

                              FOLEY
                 You just did, for Christ sake.

                              KAREN
                 You know what I mean.

     She glances about, makes sure no one can hear, then leans closer
     to him.

                              KAREN (CONT'D)
                 I wish things were different.  I'm
                 sorry, Jack.

     Foley looks like he's in pain.  He watches as she walks back
     down the stairs.  As a couple of uniform cops rush past her and
     pick up Foley, a shaky Ripley staggers into the foyer.

                              MIDGE
                 Richard!

     She comes running down the stairs into his arms.  They embrace.
     He looks at Foley over her shoulder...

                              RIPLEY
                      (sympathetic)
                 Listen, Jack...
                      (but then)
                 What'd you do with my diamonds?

     Foley just looks at him.

     EXT. BUSY STREET - NIGHT

     As Buddy pulls the van into an alley.  He jumps out, jogs back
     to the street and hails a cab...

     INT. CAB - SAME

     Buddy suddenly gets in, bangs on the bulletproof glass.

                              BUDDY
                 The airport.

     The cab pulls away.  Buddy glances up front, then pulls the
     Ziploc bag from his coat and holds it up.  There's a bit of
     water in along with the diamonds.  A tiny fish swims in the
     water.  Something about this makes Buddy smile as we...

                                                        DISSOLVE TO:

     EXT. KAREN'S HOTEL - MORNING

     The sun is out.  The sky is clear.

                              KAREN (VO)
                 They don't know yet if they want to
                 bring him up on the homicides.

     INT. KAREN'S HOTEL ROOM - MORNING

     Karen on the phone.  Her suitcase on the bed.

                              KAREN
                 I doubt if they will.  The Bureau's
                 put a detainer on him, so when they're
                 through with him here he'll go back to
                 Florida.

     INT. MARSHALL SISCO'S SITTING ROOM - SAME

     Marshall on the phone...

                              MARSHALL
                 You gonna go get him?

                              KAREN
                 It's possible.  Why?

                              MARSHALL
                 I was just thinking... you could have
                 a nice time with him on the plane --
                 like picking up where your interlude,
                 or whatever you call it, left off.
                 And then throw him in the can.

                              KAREN
                 He knew what he was doing.  Nobody
                 forced him to rob banks.

                              MARSHALL
                 My little girl, the tough babe.

     Karen hangs up, stares thoughtfully out the window.

     INT. PRISON CELL - DAY

     Where Foley stands staring out of his window.

                              VOICE
                 Foley.

     As Foley turns around and faces a FEDERAL MARSHAL in the doorway,
     we see that Foley's hands and feet are shackled.

     INT/EXT. PRISON STATION GARAGE - DAY

     The Marshal leads Foley from the building to where a black
     government van waits.  The Marshal helps Foley inside.

                              FEDERAL MARSHAL
                 Have a nice trip.
                      (looks OS)
                 I'll get the other one.

     INT/EXT. VAN - SAME

     As Foley sits down, stares at the floor.  He looks depressed.
     We hear the front door open, then close.

                              KAREN (OS)
                 Jack?

     He looks to where Karen looks at him through a steel grate that
     separates the front from the back.

                              KAREN
                 I got you a present, something for the
                 road.

     She pushes A ZIPPO THROUGH the grate.

                              KAREN (CONT'D)
                 I have to take it away, though, soon
                 as the ride's over.

     Before Foley can say anything, the back door is opened once
     more and the Marshal helps ANOTHER PRISONER -- a black man with
     a shaved head -- into the back of the van.

                              FEDERAL MARSHAL
                 Jack Foley meet Hejira Henry.

     An annoyed Foley stares at the guy as the marshal shuts the
     door then gets in up front with Karen.

                              FOLEY
                 Hejira?  What kinda name is that?

                              HEJIRA
                 Islamic.

                              FOLEY
                 What's it mean, "No Hair"?

                              HEJIRA
                 The Hejira was the flight of Mohammed
                 from Mecca in 622.

                              FOLEY
                 The flight?

                              HEJIRA
                 The brothers in Leavenworth gave me
                 the name.

                              FOLEY
                 You were at Leavenworth, huh?

                              HEJIRA
                 For a time.

                              FOLEY
                 Meaning?

                              HEJIRA
                 Meaning time came, I left.

                              FOLEY
                 You busted out?

                              HEJIRA
                 I prefer to call it an exodus from an
                 undesirable place.

                              FOLEY
                      (interested now)
                 And how long was it before they caught
                 up with you?

                              HEJIRA
                 That time?

                              FOLEY
                 There were others.

                              HEJIRA
                 Yeah.  That was the ninth.

                              FOLEY
                      (really interested)
                 The ninth?

                              HEJIRA
                 Ten, you count the prison hospital in
                 Ohio I walked away from.

                              FOLEY
                 You must be some kinda walker, Henry.

                              HEJIRA
                 Hejira.

                              FOLEY
                 And so now you're off to Glades.

                              HEJIRA
                 Apparently, yeah.  I was supposed to
                 leave last night with the lady marshal,
                 but for some reason she wanted to wait.

                              FOLEY
                      (looks at Karen)
                 She did, huh.

                              HEJIRA
                 Cheaper I guess, take us both down in
                 one van.

                              FOLEY
                 Yeah, could be.  Or maybe she thought
                 we'd have a lot to talk about.

                              HEJIRA
                 Like what?

                              FOLEY
                 I don't know.
                      (then)
                 It's a long way down to Florida.

     Foley glances at her, then turns back to Heiira Henry and
     considers the guy; a smile on Foley's face, his spirits a little
     higher than when he first sat down, as we then...

     CUT TO BLACK.






   

Out of Sight



Writers :   Scott Frank
Genres :   Comedy  Crime  Drama  Romance  Thriller


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