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                            Quentin Tarantino's

                         R E S E R V O I R   D O G S








       October 22, 1990

                               -----------------


       This movie is dedicated to these following sources of

       inspiration:


                               TIMOTHY CAREY

                                ROGER CORMAN

                                ANDRE DeTOTH

                                CHOW YUEN FAT

                               JEAN LUC GODDARD

                             JEAN PIERRE MELVILLE

                               LAWRENCE TIERNEY

                                 LIONEL WHITE

                             ---------------------

                                 RESERVOIR DOGS

1      INT. UNCLE BOB'S PANCAKE HOUSE - MORNING

       Eight men dressed in BLACK SUITS, sit around a table at a
       breakfast cafe.  They are MR. WHITE, MR. PINK, MR. BLUE,
       MR. BLONDE, MR. ORANGE, MR. BROWN, NICE GUY EDDIE CABOT,
       and the big boss, JOE CABOT.  Most are finished eating and
       are enjoying coffee and conversation.  Joe flips through a
       small address book.  Mr. Pink is telling a long and
       involved story about Madonna.

                              MR. PINK 
                 "Like a Virgin" is all about a
                 girl who digs a guy with a big
                 dick.  The whole song is a
                 metaphor for big dicks.

                              MR. BLUE
                 No it's not.  It's about a girl
                 who is very vulnerable and she's
                 been fucked over a few times.
                 Then she meets some guy who's
                 really sensitive--

                              MR. PINK
                 --Whoa...whoa...time out Greenbay.
                 Tell that bullshit to the
                 tourists.

                              JOE
                         (looking through his
                          address book)
                 Toby...who the fuck is Toby?
                 Toby...Toby...think...think...
                 think...

                              MR. PINK
                 It's not about a nice girl who
                 meets a sensitive boy.  Now
                 granted that's what "True Blue" is
                 about, no argument about that.

                              MR. ORANGE
                 Which one is "True Blue?"

                              NICE GUY EDDIE
                 You don't remember "True Blue?"
                 That was a big ass hit for
                 Madonna.  Shit, I don't even
                 follow this Tops In Pops shit, and
                 I've at least heard of "True
                 Blue."

                              MR. ORANGE
                 Look, asshole, I didn't say I
                 ain't heard of it.  All I asked
                 was how does it go?  Excuse me
                 for not being the world's biggest
                 Madonna fan.

                              MR. BROWN
                 I hate Madonna.

                              MR. BLUE
                 I like her early stuff.  You know,
                 "Lucky Star," "Borderline" - but
                 once she got into her "Papa Don't
                 Preach" phase, I don't know, I
                 tuned out.

                              MR. PINK
                 Hey, fuck all that, I'm
                 making a point here.  You're gonna
                 make me lose my train
                 of thought.

                              JOE
                 Oh fuck, Toby's that little china
                 girl.

                              MR. WHITE
                 What's that?

                              JOE
                 I found this old address book in a
                 jacket I ain't worn in a coon's
                 age.  Toby what?  What the fuck
                 was her last name?

                              MR. PINK
                 Where was I?

                              MR. ORANGE
                 You said "True Blue" was about a
                 nice girl who finds a sensitive
                 fella.  But "Like a Virgin" was a
                 metaphor for big dicks.

                              MR. PINK
                 Let me tell ya what "Like a
                 Virgin"'s about.  It's about some
                 cooze who's a regular fuck
                 machine.
                 I mean all the time, morning, day,
                 night, afternoon, dick, dick,
                 dick, dick, dick,
                 dick, dick, dick, dick, dick,
                 dick.

                              MR. BLUE
                 How many dicks was that?

                              MR. WHITE
                 A lot.

                              MR. PINK
                 Then one day she meets a John
                 Holmes motherfucker, and it's
                 like, whoa baby.  This mother
                 fucker's like Charles Bronson in
                 "The Great Escape."  He's diggin
                 tunnels.  Now she's gettin this
                 serious dick action, she's feelin
                 something she ain't felt since
                 forever.  Pain.

                              JOE
                 Chew?  Toby Chew?  No.

                              MR. PINK
                 It hurts.  It hurts her.  It
                 shouldn't hurt.  Her pussy should
                 be Bubble-Yum by now.  But when
                 this cat fucks her, it hurts.  It
                 hurts like the first time.  The
                 pain is reminding a fuck machine
                 what is was like to be a virgin.
                 Hence, "Like a Virgin."

       The fellas crack up.

                              JOE
                 Wong?

                              MR. PINK
                 Fuck you, wrong.  I'm right!  What
                 the fuck do you know about it
                 anyway?  You're still listening to
                 Jerry-fucking-Vale.

                              JOE
                 Not wrong, dumb ass, Wong!  You
                 know, like the Chinese name?

       Mr. White snatches the address book from Joe's hand.  They
       fight, but they're not really mad at each other.

                              MR. WHITE
                 Give me this fucking thing.

                              JOE
                 What the fuck do you think you're
                 doin?  Give me my book back!

                              MR. WHITE
                 I'm sick of fuckin hearin it Joe,
                 I'll give it back when we leave.

                              JOE
                 Whaddaya mean, give it to me when
                 we leave, give it back now.

                              MR. WHITE
                 For the past fifteen minutes now,
                 you've just been droning on with
                 names.  "Toby...Toby...Toby...
                 Toby Wong...Toby Wong...Toby
                 Chung...fuckin Charlie Chan."  I
                 got Madonna's big dick outta my
                 right ear, and Toby Jap I-don't-
                 know-what, outta my left.

                              JOE
                 What do you care?

                              MR. WHITE
                 When you're annoying as hell, I
                 care a lot.

                              JOE
                 Give me my book.

                              MR. WHITE
                 You gonna put it away?

                              JOE
                 I'm gonna do whatever I wanna do
                 with it.

                              MR. WHITE
                 Well, then, I'm afraid I'm gonna
                 have to keep it.

                              MR. BLONDE
                 Joe, you want me to shoot him for
                 you?

                              MR. WHITE
                 Shit, you shoot me in a dream, you
                 better wake up and apologize.

                              NICE GUY EDDIE
                 Have you guys been listening to K-
                 BILLY's super sounds of the
                 seventies weekend?

                              MR. PINK
                 Yeah, it's fuckin great isn't it?

                              NICE GUY EDDIE
                 Can you believe the songs they
                 been playin?

                              MR. PINK
                 No, I can't.  You know what I
                 heard the other day?  "Heartbeat -
                 It's Lovebeat," by little Tony
                 DeFranco and the DeFranco Family.
                 I haven't heard that since I was
                 in fifth fuckin grade.

                              NICE GUY EDDIE
                 When I was coming down here, I was
                 playin it.  And "The Night the
                 Lights Went Out in Georgia" came
                 on.  Now I ain't heard that song
                 since it was big, but when it was
                 big, I heard it a million-
                 trillion times.  I'm listening to
                 it this morning, and this was the
                 first time I ever realized that
                 the lady singing the song, was the
                 one who killed Andy.

                              MR. BLUE
                 You didn't know Vicki Lawrence
                 killed the guy?

                              NICE GUY EDDIE
                 I thought the cheatin wife shot
                 Andy.

                              MR. BLONDE
                 They say it in the song.

                              NICE GUY EDDIE
                 I know, I heard it.  I musta zoned
                 out whenever that part came on
                 before.  I thought when she said
                 that little sister stuff, she was
                 talkin about her sister- in-law,
                 the cheatin wife.

                              JOE
                 No, she did it.  She killed the
                 cheatin wife, too.

                              MR. PINK
                 You know the part in "Gypsies,
                 Tramps and Theives," when she says
                 "Poppa woulda shot his if he knew
                 what he'd done?"  I could never
                 figure out what he did.

       The table laughs.  The WAITRESS comes over to the table.
       She has the check, and a pot of coffee.

                              WAITRESS
                 Can I get anybody more
                 coffee.

                              JOE
                 No, we're gonna be hittin it.
                 I'll take care of the check.

       She hands the bill to him.

                              WAITRESS
                 Here ya go.  Please pay at the
                 register, if you wouldn't mind.

                              JOE
                 Sure thing.

                              WAITRESS
                 You guys have a wonderful day.

       They all mutter equivalents.  She exits and Joe stands up.

                              JOE
                 I'll take care of this, you guys
                 leave the tip.
                         (to Mr. White)
                 And when I come back, I want my
                 book back.

                              MR. WHITE
                 Sorry, it's my book now.

                              JOE
                 Blonde, shoot this piece of shit,
                 will ya?

       Mr. Blonde shoots Mr. White with his finger.  Mr White
       acts shot.  Joe exits.

                              NICE GUY EDDIE
                Okay, everybody cough up green for
                the little lady.

       Everybody whips out a buck, and throws it on the table.
       Everybody, that is, except Mr. White.

                              NICE GUY EDDIE
                 C'mon, throw in a buck.

                              MR. WHITE
                 Uh-uh.  I don't tip.

                              NICE GUY EDDIE
                 Whaddaya mean you don't tip?

                              MR. WHITE
                 I don't believe in it.

                              NICE GUY EDDIE
                 You don't believe in tipping?

                              MR. PINK
                         (laughing)
                 I love this kid, he's a madman,
                 this guy.

                              MR. BLONDE
                 Do you have any idea what these
                 ladies make?  They make shit.

                              MR. WHITE
                 Don't give me that.  She don't
                 make enough money, she can quit.

       Everybody laughs.

                              NICE GUY EDDIE
                 I don't even know a Jew who'd have
                 the balls to say that.  So let's
                 get this straight. You never ever
                 tip?

                              MR. WHITE
                 I don't tip because society says I
                 gotta.  I tip when somebody
                 deserves a tip.  When somebody
                 really puts forth an effort, they
                 deserve a little something extra.
                 But this tipping automatically,
                 that shit's for the birds.  As far
                 as I'm concerned, they're just
                 doin their job.

                              MR. BLUE
                 Our girl was nice.

                              MR. WHITE
                 Our girl was okay.  She didn't do
                 anything special.

                              MR. BLONDE
                 What's something special, take ya
                 in the kitchen and suck your dick?

       They all laugh.

                              NICE GUY EDDIE
                 I'd go over twelve percent for
                 that.

                              MR. WRITE
                 Look, I ordered coffee.  Now we've
                 been here a long fuckin time, and
                 she's only filled my cup three
                 times.  When I order coffee,  I
                 want it filled six times.

                              MR. BLONDE
                 What if she's too busy?

                              MR. WHITE
                 The words "too busy" shouldn't be
                 in a waitress's vocabulary.

                              NICE GUY EDDIE
                 Excuse me, Mr. White, but the last
                 thing you need is another cup of
                 coffee.

       They all laugh.

                              MR. WHITE
                 These ladies aren't starvin to
                 death.  They make minimum wage.
                 When I worked for minimum wage, I
                 wasn't lucky enough to have a job
                 that society deemed tipworthy.

                              NICE GUY EDDIE
                 Ahh, now we're getting down to it.
                 It's not just that he's a cheap
                 bastard--

                              MR. ORANGE
                 --It is that too--

                              NICE GUY EDDIE
                 --It is that too.  But it's also
                 he couldn't get a waiter job.  You
                 talk like a pissed off dishwasher:
                 "Fuck those cunts and their
                 fucking tips."

                              MR. BLONDE
                 So you don't care that they're
                 counting on your tip to live?

       Mr. White rubs two of his fingers together.

                              MR. WHITE
                 Do you know what this is?  It's
                 the world's smallest violin,
                 playing just for the waitresses.

                              MR. BLONDE
                 You don't have any idea what
                 you're talking about.  These
                 people bust their ass. This
                 is a hard job.

                              MR. WHITE
                 So's working at McDonald's, but
                 you don't feel the need to tip
                 them.  They're servin ya food, you
                 should tip em.  But no, society
                 says tip these guys over here, but
                 not those guys over there.  That's
                 bullshit.

                              MR. ORANGE
                 They work harder than the kids at
                 McDonald's.

                              MR. WHITE
                 Oh yeah, I don't see them cleaning
                 fryers.

                              MR. BROWN
                 These people are taxed on the tips
                 they make.  When you stiff 'em,
                 you cost them money.

                              MR. BLONDE
                 Waitressing is the number one
                 occupation for female non-college
                 graduates in this country.  It's
                 the one jab basically any woman
                 can get, and make a living on.
                 The reason is because of tips.

                              MR. WHITE
                 Fuck all that.

       They all laugh.

                              MR. WHITE
                 Hey, I'm very sorry that the
                 government taxes their tips.
                 That's fucked up.  But that ain't
                 my fault.  it would appear that
                 waitresses are just one of the
                 many groups the government fucks
                 in the ass on a regular basis.
                 You show me a paper says the
                 government shouldn't do that, I'll
                 sign it.  Put it to a vote, I'll
                 vote for it.  But what I won't do
                 is play ball.  And this non-
                 college bullshit you're telling
                 me, I got two words for that:
                 "Learn to fuckin type."  Cause if
                 you're expecting me to help out
                 with the rent, you're in for a big
                 fuckin surprise.

                              MR. ORANGE
                 He's convinced me.  Give me my
                 dollar back.

       Everybody laughs.  Joe's comes back to the table.

                              JOE
                 Okay ramblers, let's get to
                 rambling.  Wait a minute, who
                 didn't throw in?

                              MR. ORANGE
                 Mr. White.

                              JOE
                         (to Mr. Orange)
                 Mr. White?
                         (to Mr. White)
                 Why?

                              MR. ORANGE
                 He don't tip.

                              JOE
                         (to Mr. Orange)
                 He don't tip?
                         (to Mr. White)
                 You don't tip?  Why?

                              MR. ORANGE
                 He don't believe in it.

                              JOE
                         (to Mr. Orange)
                 He don't believe in it?
                         (to Mr. White)
                 You don't believe in it?

                              MR. ORANGE
                 Nope.

                              JOE
                         (to Mr. Orange)
                 Shut up!
                         (to Mr. White)
                 Cough up the buck, ya cheap
                 bastard, I paid for your goddamn
                 breakfast.

                              MR. WHITE
                 Because you paid for the
                 breakfast, I'm gonna tip.
                 Normally I wouldn't.

                              JOE
                 Whatever.  Just throw in your
                 dollar, and let's move.
                         (to Mr. Blonde)
                 See what I'm dealing with here.
                 Infants.  I'm fuckin dealin with
                 infants.

       The eight men get up to leave.  Mr. White's waist is in
       the F.G.  As he buttons his coat, for a second we see he's
       carrying a gun.  They exit Uncle Bob's Pancake House,
       talking amongst themselves.


2      EXT. UNCLE BOB'S PANCAKE HOUSE - DAY

       CREDIT SEQUENCE:

       When the credit sequence is finished, we    FADE TO BLACK:

       Over the BLACK we hear the sound of SOMEONE SCREAMING in
       agony.

       Under the screaming, we hear the sound of a car HAULING
       ASS, through traffic.

       Over the screams and the traffic noise, we hear SOMEBODY
       ELSE SAY:

                              SOMEBODY ELSE (OS)
                 Just hold on buddy boy.

       Somebody stops screaming long enough to say:

                            SOMEBODY (OS)
                 I'm sorry.  I can't believe
                 she killed me.  Who would've
                 fuckin thought that?

                                                        CUT TO:

3      INT. GETAWAY GAR (MOVING) - DAY

       The Somebody screaming is Mr. Orange.  He lies in the
       backseat.  He's been SHOT in the stomach.  BLOOD covers
       both him and the backseat.

       Mr. White is the Somebody Else.  He's behind the wheel of
       the getaway car.  He's easily doing 80 mph, dodging in and
       out of traffic.  Though he's driving for his life, he
       keeps talking to his wounded passenger in the backseat.

       They are the only two in the car.

                              MR. WHITE
                 Hey, just cancel that shit right
                 now!  You're hurt.  You're hurt
                 really fucking bad, but you ain't
                 dying.

                              MR. ORANGE
                         (crying)
                 All this blood is scaring the shit
                 outta me.  I'm gonna die, I know
                 it.

                              MR. WHITE
                 Oh excuse me, I didn't realize you
                 had a degree in medicine.  Are you
                 a doctor?  Are you a doctor?
                 Answer me please, are you a
                 doctor?

                              MR. ORANGE
                 No, I'm not!

                              MR. WRITE
                 Ahhhh, so you admit you don't know
                 what you're talking about.  So if
                 you're through giving me your
                 amateur opinion, lie back and
                 listen to the news.  I'm taking
                 you back to the rendezvous, Joe's
                 gonna get you a doctor, the
                 doctor's gonna fix you up, and
                 you're gonna be okay.  Now say it:
                 you're gonna be okay.  Say it:
                 you're gonna be okay!

       Mr. Orange doesn't respond.  Mr. White starts pounding on
       the steering wheel.

                              MR. WHITE
                 Say-the-goddamn-words: you're
                 gonna be okay!

                              MR. ORANGE
                 I'm okay.

                              MR. WHITE
                         (softly)
                 Correct.

4      INT. WAREHOUSE - DAY

       The CAMERA does a 360 around an empty warehouse.  Then the
       door swings open, and Mr. White carries the bloody body of
       Mr. Orange inside.

       Mr. Orange still is MOANING loudly from his bullet hit.

       Mr. White lays him down upon a mattress on the floor.

                              MR. WHITE
                 Just hold on buddy boy.  Hold on,
                 and wait for Joe.  I can't do
                 anything for you, but when Joe
                 gets here, which should be anytime
                 now, he'll be able to help you.
                 We're just gonna sit here, and
                 wait for Joe.  Who are
                 we waiting for?

                              MR. ORANGE
                 Joe.

                              MR. WHITE
                 Bet your sweet ass we are.

       Mr. White gets up from over Mr. Orange and starts to prowl
       around the warehouse.

                              MR. ORANGE
                         (yelling)
                 Don't leave me!

       Mr White bends back over him and takes his hand.

                              MR. WHITE
                 I ain't going anywhere.  I'm right
                 here.  I'm not gonna leave ya.

                              MR. ORANGE
                 Larry, I'm so scared, would you
                 please hold me.

       Mr. White very gently embraces the bloody Mr. Orange.
       Cradling the young man, Mr. White whispers to him.

                              MR. WHITE
                         (whispering)
                 Go ahead and be scared, you've
                 been brave enough for one day.  I
                 want you to just relax now.
                 You're not gonna die, you're gonna
                 be fine.  When Joe gets here,
                 he'll make ya a hundred percent
                 again.

       Mr. White lays Mr. Orange back down on the mattress.  He's
       still holding his hand.  Mr. Orange looks up at his
       friend.

                              MR. ORANGE
                 Look, I don't wanna be a fly in
                 the ointment, but if help doesn't
                 come soon, I gotta see a doctor.
                 I don't give a fuck about jail, I
                 just don't wanna die.

                              MR. WHITE
                 You're not gonna fucking die, all
                 right?

                              MR. ORANGE
                 I wasn't born yesterday.  I'm
                 hurt, and I'm hurt bad.

                              MR. WHITE
                 It's not good...

                              MR. ORANGE
                 Hey, bless your heart for what
                 you're trying to do.  I was
                 panicking for a moment, but I've
                 got my senses back now.  The
                 situation is, I'm shot in the
                 belly.  And without medical
                 attention, I'm gonna die.

                              MR. WHITE
                 I can' take you to a hospital.

                              MR. ORANGE
                 Fuck jail!  I don't give a shit
                 about jail.  But I can't die.  You
                 don't have to take me in.  Just
                 drive me up to the front, drop me
                 on the sidewalk.  I'll take care
                 of myself.  I won't tell them
                 anything.  I swear to fucking god,
                 I won't tell 'em anything.  Look
                 in my eyes, look right in my eyes.
                         (Mr. White does)
                 I-won't-tell-them-anything.
                 You'll be safe.

                              MR. WHITE
                 Lie back down, and try to--

                              MR. ORANGE
                 I'm going to die!   I need a
                 doctor!  I'm begging you,
                 take me to a doctor.
       
       Mr. Orange lays his head back on the mattress.  Spent from
       his outburst, he quietly mutters to himself:

                              MR. ORANGE
                 Take me to a doctor, take me to a
                 doctor, please.

       Suddenly, the warehouse door BURSTS open and Mr.
       Pink steps inside.

                              MR. PINK
                 Was that a fucking set-up or what?

       Mr. Pink sees Mr. Orange on the floor, shot and bloody.

                              MR. PINK
                 Oh fuck, Orange got tagged.

       Throughout this scene, we hear Mr. Orange moaning.

                              MR. WHITE
                 Gun shot.

                              MR. PINK
                 Oh that's just fucking great!
                 Where's Brown?

                              MR. WHITE
                 Dead.

                              MR. PINK
                 Goddamn, goddamn!  How did he die?

                              MR. WHITE
                 How the fuck do you think?  The
                 cops shot him.

                              MR. PINK
                 Oh this is bad, this is so bad.
                         (referring to Mr.
                          Orange)
                 Is it bad?

                              MR. WHITE
                 As opposed to good?

                              MR. PINK
                 This is so fucked up.  Somebody
                 fucked us big time.

                              MR. WHITE
                 You really think we were set up?

                              MR. PINK
                 You even doubt it?  I don't think
                 we got set up, I know we got set
                 up!  I mean really, seriously,
                 where did all those cops come
                 from, huh?  One minute they're not
                 there, the next minute
                 they're there.  I didn't hear any
                 sirens.  The alarm went off, okay.
                 Okay, when an alarm goes off, you
                 got an average of four minutes
                 response time.  Unless a patrol
                 car is cruising that street, at
                 that particular moment, you got
                 four minutes before they can
                 realistically respond.  In one
                 minute there were seventeen blue
                 boys out there.  All loaded for
                 bear, all knowing exactly what the
                 fuck they were doing, and they
                 were all just there!  Remember
                 that second wave that showed up in
                 the cars? Those were the ones
                 responding to the alarm.  but
                 those other motherfuckers were
                 already there, they were waiting
                 for us.
                         (pause)
                 You haven't thought about this?

                              MR. WHITE
                 I haven't had a chance to think.
                 First I was just trying to get the
                 fuck outta there.  And after we
                 got away, I've just been dealin
                 with him.

                              MR. PINK
                 Well, you better start thinking
                 about it.  Cause I, sure as fuck,
                 am thinking about it.  In fact,
                 that's all I'm thinking about.  I
                 came this close to just driving
                 off.  Whoever set us up, knows
                 about this place.  There could've
                 been cops sitting here waiting for
                 me.  For all we know, there's
                 cops, driving fast, on their way
                 here now.

                              MR. WHITE
                 Let's go in the other room...

       The camera creeps along a wall, coming to a corner.  We
       move past it, and see down a hall.

5      INT. BATHROOM HALLWAY - DAY

       At the end of the hall is a bathroom.  The bathroom door
       is partially closed, restricting our view.  Mr. Pink is
       obscured, but Mr. White is in view.

                              MR. PINK (OS)
                 What the fuck am I doing here?  I
                 felt funny about this job right
                 off.  As soon as I felt it I
                 should said "No thank you", and
                 walked.  But I never fucking
                 listen.  Every time I ever got
                 burned buying weed, I always knew
                 the guy wasn't right.  I just felt
                 it.  But I wanted to believe him.
                 If he's not lyin to me, and it
                 really is Thai stick, then whoa
                 baby.  But it's never Thai stick.
                 and I always said if I felt that
                 way about a job, I'd walk.  And I
                 did, and I didn't, because of
                 fuckin money!

                              MR. WHITE
                 What's done is done, I need you
                 cool.  Are you cool?

                              MR. PINK
                 I'm cool.

                              MR. WHITE
                 Splash some water on your face.
                 Take a breather.

       We hear the sink running, and Mr. Pink splashing water on
       his face.

                              MR. WHITE
                 I'm gonna get me my smokes.

       Mr White opens the bathroom door, walks down the hall, and
       OUT OF FRAME.  We see Mr. Pink, his back turned towards
       us, bent over the sink.  Then he grabs a towels, and dries
       his face.  Mr White ENTERS FRAME with a pack of
       Chesterfields in his hand.

                              MR. WHITE
                 Want a smoke?

                              MR. PINK
                 Why not?

       The two men light up.

                              MR. WHITE
                 Okay, let's go through what
                 happened.  We're in the place,
                 everything's going fine.  Then the
                 alarm gets tripped.  I turn around
                 and all these cops are outside.
                 You're right, it was like, bam!  I
                 blink my eyes are they're there.
                 Everybody starts going apeshit.
                 Then Mr. Blonde starts shootin all
                 the--

                              MR. PINK
                 --That's not correct.

                              MR. WHITE
                 What's wrong with it?

                              MR. PINK
                 The cops didn't show up after the
                 alarm went off.  They didn't show
                 till after Mr. Blonde started
                 shooting everyone.

                              MR. WHITE
                 As soon as I heard the alarm, I
                 saw the cops.

                              MR. PINK
                 I'm telling ya, it wasn't that
                 soon.  They didn't let their
                 presence be known until after Mr.
                 Blonde went off.  I'm not sayin
                 they weren't there, I'm sayin they
                 were there.  But they didn't move
                 in till Mr. Blonde became a
                 madman.  That's how I know we were
                 set up.  You can see that,
                 can't you, Mr. White?

                              MR. WHITE
                 Look, enough of this "Mr White"
                 shit--

                              MR. PINK
                 --Don't tell me your name, I don't
                 want to know!  I sure as hell
                 ain't gonna tell ya
                 mine.

                              MR. WHITE
                 You're right, this is bad.
                         (pause)
                 How did you get out?

                              MR. PINK
                 Shot my way out.  Everybody was
                 shooting, so I just blasted my way
                 outta there.

                                                        CUT TO:


6      EXT. CROWDED CITY STREET - DAY

       Mr. Pink is hauling ass down a busy city sidewalk.  He has
       a canvas bag with a shoulder strap in one hand, and a .357
       MAGNUM in the other.  If any BYSTANDERS get in his way, he
       just knocks them down.  We DOLLY at the same speed, right
       along side of him.

       FOUR POLICEMEN are running after Mr. Pink.  We DOLLY with
       them.

       We DOLLY with a young woman on roller skates.  ROLLERGIRL
       is plugged into a walkman.  We hear the song she's
       listening to LOUD over the SOUNDTRACK.  She's twirling and
       skating backwards to the beat of the song.

       Rollergirl turns a corner and COLLIDES with Mr. Pink.  The
       man and woman CRASH to the ground.

       Mr. Pink rolls into the street, in front of a moving car
       that SCREECHES to a stop, narrowly avoiding running over
       him.


7      INT. CAR (STOPPED) - DAY

       The CAMERA is in the backseat. A SHOCKED WOMAN is the
       car's driver.  Mr. Pink pulls himself up from the hood,
       shakes it off, and points his magnum at the driver.

                              MR. PINK
                 Get outta the car!  Get the fuck
                 outta the car!

       The Shocked Woman starts screaming.

       Mr. Pink tries to open the driver's side door, but it's
       locked.

                              MR. PINK
                 Open the fucking door!

       EXTREME C.U. DRIVER'S SIDE WINDOW

       Mr. Pink SMASHES it in our face.


8      EXT. STREET - DAY

       DOLLY with Cops coming up fast.

       Mr. Pink DRAGS the Shocked Woman out of the car.

       The Cops reach the corner, guns aimed.

       Using the car as a shield, Mr. Pink FIRES three shots at
       the Cops.

       Everybody HITS the ground, or scatters.

       Mr. Pink HOPS in the car.

       Cops FIRE.


9      INT. CAR (MOVING) - DAY

       CAMERA in the backseat, Mr. Pink FLOORS it.  SPEEDING down
       the street, with the Cops FIRING after him.

                                                        BACK TO:


10     INT. BATHROOM - DAY

       Mr. Pink and Mr. White still talking in the bathroom.

                              MR. PINK
                 Tagged a couple of cops.  Did you
                 kill anybody?

                              MR. WHITE
                 A few cops.

                              MR. PINK
                 No real people?

                              MR. WHITE
                 Uh-uh, just cops.

                              MR. PINK
                 Could you believe Mr. Blonde?

                              MR. WHITE
                 That was one of the most insane
                 fucking things I've ever seen.
                 Why the fuck would Joe hire
                 somebody like that?

                              MR. PINK
                 I don't wanna kill anybody.  But
                 if I gotta get out that door, and
                 you're standing in my way, one way
                 of the other, you're gettin outta
                 my way.

                              MR. WHITE
                 That's the way I look at it.  A
                 choice between doin ten years, and
                 takin out some stupid
                 motherfucker, ain't no choice at
                 all.  But I ain't no madman
                 either.  What the fuck was Joe
                 thinkin?  You can't work with a
                 guy like that.  That mother-
                 fucker's unstable.  What do you
                 think?  Do you think he panicked,
                 or ya think he's just trigger-
                 happy?

                              MR. PINK
                 I think he's a sick fuckin maniac!
                 We're awful goddamn lucky he
                 didn't tag us, when
                 he shot up the place.  I came this
                 fucking close--
                         (hold up two fingers
                          and makes a tiny
                          space between them)
                 --to taking his ass out myself.
                 Everybody panics.  When things get
                 tense, everybody panics.
                 Everybody.  I don't care what your
                 name is, you can't help it.  It's
                 human nature.  But ya panic on the
                 inside.
                 Ya panic in your head.  Ya give
                 yourself a couple a seconds of
                 panic, then you get a grip and
                 deal with the situation.  What you
                 don't do, is shoot up the place
                 and kill everybody.

                              MR. WHITE
                 What you're supposed to do is act
                 like a fuckin professional.  A
                 psychopath is not a professional.
                 You can't work with a psychopath,
                 'cause ya don't know what those
                 sick assholes are gonna do next.
                 I mean, Jesus Christ, how old do
                 you think that black girl was?
                 Twenty, maybe twenty-one?

                              MR. PINK
                 Did ya see what happened to
                 anybody else?

                              MR. WHITE
                 Me and Mr. Orange jumped in the
                 car and Mr. Brown floored it.
                 After that, I don't know what went
                 down.

                              MR. PINK
                 At that point it became every man
                 for himself.  As far as Mr. Blonde
                 or Mr. Blue are concerned, I ain't
                 got the foggiest.  Once
                 I got out, I never looked back.

                              MR. WHITE
                 What do you think?

                              MR. PINK
                 What do I think?  I think the cops
                 caught them, or killed 'em.

                              MR. WHITE
                 Not even a chance they punched
                 through?  You found a hole.

                              MR. PINK
                 Yeah, and that was a fucking
                 miracle.  But if they did get
                 away, where the fuck are they?

                              MR. WHITE
                 You don't think it's possible, one
                 of them got ahold of the diamonds
                 and pulled a--

                              MR. PINK
                 Nope.

                              MR. WHITE
                 How can you be so sure?

                              MR. PINK
                 I got the diamonds.

                              MR. WHITE
                 Where?

                              MR. PINK
                 I got 'em, all right?

                              MR. WHITE
                 Where?  Are they out in the car?

                              MR. PINK
                 No, they're not in the car.  No, I
                 don't have them on me.  Ya wanna
                 go with me and get 'em?  Yes, we
                 can go right now.  But first
                 listen to what I'm telling you.
                 We were fuckin set up!  Somebody
                 is in league with the cops.  We
                 got a Judas in our midst.  And I'm
                 thinkin we should have our fuckin
                 heads examined for waiting around
                 here.

                              MR. WHITE
                 That was the plan, we meet here.

                              MR. PINK
                 Then where is everybody?  I say
                 the plan became null and void once
                 we found out we got a rat in the
                 house.  We ain't got the slightest
                 fuckin idea what happened to Mr.
                 Blonde or Mr. Blue.  They could
                 both be dead
                 or arrested.  They could be
                 sweatin 'em, down at the station
                 house right now.  Yeah they don't
                 know the names, but they can sing
                 about this place.
                 I mean, that could be happening
                 right now.  As we speak, the cops
                 could be in their cars, drivin
                 here this minute.

                              MR. WHITE
                 I swear to god I'm fuckin jinxed.

                              MR. PINK
                 What?

                              MR. WHITE
                 Two jobs back, it was a four man
                 job, we discovered one of the team
                 was an undercover cop.

                              MR. PINK
                 No shit?

                              MR. WHITE
                 Thank god, we discovered in time.
                 We hadda forget the whole fuckin
                 thing.  Just walked away from it.

                              MR. PINK
                 So who's the rat this time?  Mr.
                 Blue?  Mr. Blonde?  Joe?  It's
                 Joe's show, he set this whole
                 thing up.  Maybe he set it up to
                 set it up.

                              MR. WHITE
                 I don't buy it.  Me and Joe go
                 back a long time.  I can tell ya
                 straight up, Joe definitely didn't
                 have anything to do with this
                 bullshit.

                              MR. PINK
                 Oh, you and Joe go back a long
                 time.  I known Joe since I was a
                 kid.  But me saying Joe definitely
                 couldn't have done it is
                 ridiculous.  I can say I
                 definitely didn't do it, cause I
                 know what I did or didn't do.  But
                 I can't definitely say that about
                 anybody else, 'cause I don't
                 definitely know.  For all I know,
                 you're the rat.

                              MR. WHITE
                 For all I know, you're the rat.

                              MR. PINK
                 Now you're using your head. For
                 all we know, he's the rat.

       Mr. Pink points OFFSCREEN to Mr. Orange.  Mr. White's
       expression changes.

                              MR. WHITE
                 Jesus Christ!


11     INT. WAREHOUSE - DAY

       They run over to Mr. Orange, who's unconscious.  The
       CAMERA hovers over the action.  Mr. Pink reaches him
       first.

                              MR. PINK
                 Is he dead?

       Mr. White pushes him out of the way.  He feels the pulse
       on Mr. Orange's neck.

                              MR. PINK
                 So, is he dead or what?

                              MR. WHITE
                 He ain't dead.

                              MR. PINK
                 So what is it?

                              MR. WHITE
                 I think he's just passed out.

                              MR. PINK
                 He scared the fuckin shit outta
                 me.  I thought he was dead fer
                 sure.

       Mr. White stands up and walks over to a table.

                              MR. WHITE
                 He will be dead fer sure, if we
                 don't get him to a hospital.

                              MR. PINK
                 We can't take him to a hospital.

                              MR. WHITE
                 Without medical attention, this
                 man won't live through the night.
                 That bullet in his belly is my
                 fault.  Now while that might not
                 mean jack shit to you, it means a
                 helluva lot to me.  And I'm not
                 gonna just sit around and watch
                 him die.

                              MR. PINK
                 Well, first things first, staying
                 here's goofy.  We gotta book up.

                              MR. WHITE
                 So what do you suggest, we go to a
                 hotel?  We got a guy who's shot in
                 the belly, he can't walk, he
                 bleeds like a stuck pig, and when
                 he's awake, he screams in pain.

                              MR. PINK
                 You gotta idea, spit it out.

                              MR. WHITE
                 Joe could help him.  If we can get
                 in touch with Joe, Joe could get
                 him to a doctor, Joe could get a
                 doctor to come and see him.

       During Mr. Pink's dialog, we slowly ZOOM in to a 
       C.U. of Mr. White.

                              MR. PINK (OS)
                 Assuming we can trust Joe, how we
                 gonna get in touch with him?  He's
                 supposed to be here, but he ain't,
                 which is making me nervous about
                 being here.  Even if Joe is
                 on the up and up, he's probably
                 not gonna be that happy with us.
                 Joe planned a robbery, but he's
                 got a blood bath on his hands now.
                 Dead cops, dead robbers, dead
                 civilians...Jesus Christ!  I tend
                 to doubt he's gonna have a lot of
                 sympathy for our plight.  If I was
                 him, I'd try and put as much
                 distance between me and this mess
                 an humanly possible.

                              MR. WHITE
                 Before you got here, Mr. Orange
                 was askin me to take him to a
                 hospital.  Now I don't like
                 turning him over to the cops, but
                 if we don't, he's dead.  He begged
                 me to do it.  I told him to hold
                 off till Joe got here.

                              MR. PINK (OS)
                 Well Joe ain't gettin here.  We're
                 on our own.  Now, I don't know a
                 goddamn body who can help him, so
                 if you know somebody, call 'em.

                              MR. WHITE
                 I don't know anybody.

                              MR. PINK (OS)
                 Well, I guess we drop him off at
                 the hospital.  Since he don't know
                 nothin about us, I say it's his
                 decision.


       MR. WHITE'S POV:

       C.U. OF MR. PINK.

                              MR. WHITE (OS)
                 Well, he knows a little about me.

                              MR. PINK
                 You didn't tell him your name, did
                 ya?

                              MR. WHITE (OS)
                 I told him my first name, and
                 where I'm from.

       There is a long silence and a blank look from Mr. Pink,
       then he SCREAMS:

                              MR. PINK
                 Why!

                              MR. WHITE (OS)
                 I told him where I was from a few
                 days ago.  It was just a casual
                 conversation.

                              MR. PINK
                 And what was tellin him your name
                 when you weren't supposed to?

                              MR. WHITE (OS)
                 He asked.

       Mr. Pink looks at Mr. White like he's retarded.

                              MR. WHITE (OS)
                 We had just gotten away from the
                 cops.  He just got shot.  It was
                 my fuckin fault he got shot.  He's
                 a fuckin bloody mess - he's
                 screaming.  I swear to god, I
                 thought we was gonna die right
                 then and there.  I'm tryin to
                 comfort him, telling him not to
                 worry, he's gonna be okay, I'm
                 gonna take care of him.  And he
                 asked me what my name was.  I
                 mean, the man was dyin in my arms.
                 What the fuck was I supposed to
                 tell him, "Sorry, I can't give out
                 that information, it's against the
                 rules.  I don't trust you
                 enough."?  Maybe I shoulda, but I
                 couldn't.

                              MR. PINK
                 Oh, I don't doubt is was quite
                 beautiful--

                              MR. WHITE (OS)
                 Don't fuckin patronize me.

                              MR. PINK
                 One question: Do they have a sheet
                 on you, where you told him you're
                 from?

                              MR. WHITE (OS)
                 Of course.

                              MR. PINK
                 Well that's that, then.  I mean, I
                 was worried about mug shot
                 possibilities already.  But now he
                 knows: (a) what you look like, (b)
                 what your first name is,
                 (i) where you're from and (d) what
                 your specialty is.
                 They ain't gonna hafta show him a
                 helluva lot of pictures for him to
                 pick you out.  That's it right,
                 you didn't tell him anything else
                 that could narrow down the
                 selection?

                              MR. WHITE (OS)
                 If I have to tell you again to
                 back off, me an you are gonna go
                 round and round.

       Mr. Pink walks out of the C.U. and turns his back on Mr.
       White.  Mr. White's POV PANS over to him.

                              MR. PINK
                 We ain't taking him to a hospital.

                              MR. WHITE (OS)
                 If we don't, he'll die.

                              MR. PINK
                 And I'm very sad about that.  But
                 some fellas are lucky, and some
                 ain't.

                              MR. WHITE (OS)
                 That fuckin did it!

       Mr. White's POV CHARGES toward Mr. Pink.

       Mr. Pink turns toward him in time to get PUNCHED hard in
       the mouth.

       END OF POV

       Mr. White and Mr. Pink have a very ungraceful and
       realistic fight.  They go at each other like a couple of
       alley cats.

       As Mr. White SWINGS and PUNCHES, he SCREAMS:

                               MR. WHITE

                 You little motherfucker!

       Mr. Pink YELLS as he HITS:

                              MR. PINK
                 Ya wanna fuck with me?!  You wanna
                 fuck with me?!  I'll show you who
                 you're fuckin with!

       The two men end up on the floor KICKING and SCRATCHING.

       Mr. White gets Mr. Pink in a HEADLOCK.

       Mr. Pink reaches in his jacket for his gun, and pulls it
       out.

       Mr. White sees this, immediately lets go of Mr. Pink,
       and goes for his own weapon.

       The two men are on the floor, on their knees, with their
       guns outstretched, aiming at one another.

                              MR. WHITE
                 You wanna shoot me, you little
                 piece of shit?  Take a shot!

                              MR. PINK
                 Fuck you, White!  I didn't create
                 this situation,  I'm just dealin
                 with it.  You're acting like a
                 first-year fuckin thief.  I'm
                 actin like a professional.  They
                 get him, they can get you, they
                 get you, they get closer to me,
                 and that can't happen.  And you,
                 you motherfucker, are looking at
                 me like it's my fault.  I didn't
                 tell him my name.  I didn't tell
                 him where I was from.  I didn't
                 tell him what I knew better than
                 to tell him.  Fuck, fifteen
                 minutes ago, you almost told me
                 your name.  You, buddy, are stuck
                 in a situation you created.  So if
                 you wanna throw bad looks
                 somewhere, throw 'em at a mirror.

       Mr. Pink lowers his gun and walks towards White.

                              MR. PINK
                 So if you wanna shoot somebody,
                 put that gun in your mouth and
                 shoot yourself.

       Then from OFF SCREEN we hear:

                              VOICE (OS)
                 You kids don't play so rough.
                 Somebody's gonna start crying.


12     INT. WAREHOUSE - DAY - MEDIUM C.U. ON MR. BLONDE

       The Voice belongs to the infamous Mr. Blonde.

       Mr. Blonde sits on a counter, drinking a fast food coke
       and eating a hot dog.

                              MR. PINK
                 Mr. Blonde!  You okay?  We thought
                 you might've gotten caught.  What
                 happened?

       Mr. Blonde doesn't answer, he just hops off the counter
       and starts walking around the warehouse, checking the
       place out.

       He doesn't look at either Mr. Pink or Mr. White, he
       just eats his hot dog and sips his coke.

       This is making Pink and White nervous as hell.  But Mr.
       Pink tries to talk through it.

       We HANDHOLD follow Mr. Blonde around the warehouse.

                              MR. PINK
                 Really, how did you get away?

       Mr. Blonde walks the loft.  Silent.

                              MR. PINK
                 You saw what happened to me,
                 I found a hole and booked.

       Silence.

                              MR. PINK
                 Where's Mr. Blue?

       Blonde looks in the bathroom.

                              MR. PINK
                 We were hopin you two would be
                 together.

       Blonde looks out the window.

                              MR. PINK
                 That was the big question we had,
                 what happened to Mr.
                 Blue and you?

       Blonde walks away from the window.

                              MR. PINK
                 We were worried the cops got ya.

       Blonde bends down over Mr. Orange.

                              MR. PINK
                 He got it in the belly.  He's
                 still alive, but won't be for
                 long.

                              MR. WHITE
                 Enough!  You better start talkin
                 to us, asshole, cause we got shit
                 we need to talk about.  We're
                 already freaked out, we need you
                 actin freaky like we need a fuckin
                 bag on our hip.

       Mr. Blonde looks at his two partners in crime, then moves
       towards them.

                              MR. BLONDE
                 So, talk.

                              MR. WHITE
                 We think we got a rat in the
                 house.

                              MR. PINK
                 I guarantee we got a rat in the
                 house.

                              MR. BLONDE
                 What would ever make you think
                 that?

                              MR. WHITE
                 Is that supposed to be funny?

                              MR. PINK
                 We don't think this place is safe.

                              MR. WHITE
                 This place just ain't secure
                 anymore.  We're leaving, and you
                 should go with us.

                              MR. BLONDE
                 Nobody's going anywhere.

       Silence takes over the room.  Mr. Blonde stops moving.

       After a few beats the silence is broken.

                              MR. WHITE
                         (to Mr. Pink)
                 Piss on this turd, we're outta
                 here.

       Mr. White turns to leave.

                              MR. BLONDE
                 Don't take another step, Mr.
                 White.

       Mr. White explodes, raising his gun and charging towards
       Mr. Blonde.

                              MR. WHITE
                 Fuck you, maniac!  It's your
                 fuckin fault we're in so much
                 trouble.

       Mr. Blonde calmly sits down.  He looks to Mr. Pink.

                              MR. BLONDE
                         (referring to Mr.
                          White)
                 What's this guy's problem?

                              MR. WHITE
                 What's my problem?  Yeah, I gotta
                 problem.  I gotta big problem with
                 any trigger-happy madman who
                 almost gets me shot!

                              MR. BLONDE
                 What're you talkin about?

                              MR. WHITE
                 That fuckin shooting spree in the
                 store.

                              MR. BLONDE
                 Fuck 'em, they set off the alarm,
                 they deserve what they got.

                              MR. WHITE
                 You almost killed me, asshole!  If
                 I had any idea what type of guy
                 you were, I never would've agreed
                 to work with you.

                              MR. BLONDE
                 You gonna back all day, little
                 doggie, or are you gonna bite?

                              MR. WHITE
                 What was that?  I'm sorry, I
                 didn't catch it.  Would you repeat
                 it?

                              MR. BLONDE
                         (slowly)
                 I said: "Are you gonna bark all
                 day, dog, or are you gonna bite."

                              MR. PINK
                 Both of you two assholes knock it
                 the fuck off and calm down!

                              MR. WHITE
                         (to Mr. Blonde)
                 So you wanna git bit, huh?

                              MR. PINK
                 Cut the bullshit, we ain't on a
                 fuckin playground!
                         (pause)
                 I don't believe this shit, both of
                 you got ten years on me, and I'm
                 the only one actin like a
                 professional.  You guys act like a
                 bunch of fuckin niggers.  You ever
                 work a job with a bunch of
                 niggers?  They're just like you
                 two, always fightin, always sayin
                 they're gonna kill one another.

                              MR. WHITE
                         (to Mr. Pink)
                 You said yourself, you
                 thought about takin him out.

                              MR. PINK
                 Then.  That time has passed.
                 Right now, Mr. Blonde is the only
                 one I completely trust.  He's too
                 fuckin homicidal to be workin with
                 the cops.

                              MR. WHITE
                 You takin his side?

                              MR. PINK
                 Fuck sides!  What we need is a
                 little solidarity here.
                 Somebody's stickin a red hot poker
                 up our asses and we gotta find out
                 whose hand's on the handle.  Now I
                 know I'm no piece of shit...
                         (referring to Mr.
                          White)
                 And I'm pretty sure you're a good
                 boy...
                         (referring to Mr.
                          Blonde)
                 And I'm fuckin positive you're on
                 the level.  So let's figure out
                 who's the bad guy.

       Mr. White calms down and puts his gun away.

       Mr. Blonde returns to the persona we saw at the beginning,
       talking about Madonna.

                              MR. BLONDE
                 Well, that was sure exciting.
                         (to Mr. White)
                 You're a big Lee Marvin fan,
                 aren't you?  Me too.  I don't know
                 about the rest of you fellas, but
                 my heart's
                 beatin fast.
                         (pause for a beat)
                 Okay you guys, follow me.

       Mr. Blonde hops out of his chair and heads for the door.

       The other two men just follow him with their eyes.

                              MR. WHITE
                 Follow you where?

                              MR. BLONDE
                 Down to my car.

                              MR. WHITE
                 Why?

                              MR. BLONDE
                 It's a surprise.

       Mr. Blonde walks out.


13     EXT. WAREHOUSE - DAY

       Three cars are parked out front.  Mr. Blonde is walking
       towards the car he drove.  Mr. White and Mr. Pink are
       walking behind.  The Camera is HANDHELD following behind
       them.

                              MR. PINK
                 We still gotta get out of here.

                              MR. BLONDE
                 We're gonna sit here and wait.

                              MR. WHITE
                 For what, the cops?

                              MR. BLONDE
                 Nice Guy Eddie.

                              MR. PINK
                 Nice Guy Eddie?  What makes you
                 think Nice Guy's anywhere but on a
                 plane half way to Costa Rica?

                              MR. BLONDE
                 Cause I just talked to him.  He's
                 on his way down here, and nobody's
                 going anywhere till be gets here.

                              MR. WHITE
                 You talked to Nice Guy Eddie?  Why
                 the fuck didn't you say that in
                 the first place?

                              MR. BLONDE
                 You didn't ask.

                              MR. WHITE
                 Hardy-fuckin-har.  What did he
                 say?

                              MR. BLONDE
                 Stay put.  Okay, fellas, take a
                 look at the little surprise I
                 brought you.

       Mr. Blonde opens up the truck of his car.  A handcuffed,
       uniformed POLICEMAN is curled up inside the trunk.

                              MR. BLONDE
                 So while we're waitin for Nice Guy
                 Eddie, what say we have a little
                 fun finding out who the rat is.


       INSERT: TITLE CARD "MR. BLONDE".


14     INT. JOE CABOT'S OFFICE - DAY

       We're inside the office of Joe Cabot.  Joe's on the phone,
       sitting behind his desk.

                              JOE
                         (into phone)
                 Sid, I'm tellin you don't worry
                 about it.  You had a bad couple of
                 months, it happens.
                         (pause)
                 Sid, Sid, Sid...Stop, you're
                 embarrassing me.  I don't need to
                 be told what I already know.  When
                 you have bad months, you do what
                 every business man in the
                 worlds does, I don't care if he's
                 Donald Trump or Irving the tailor.
                 Ya ride it out.

       There's a KNOCK on Cabot's office door.

                              JOE
                 Come in.

       One of Cabot's goons, TEDDY, opens the door and steps
       inside.  Cabot covers the receiver with his hand and looks
       towards the man.

                              TEDDY
                 Vic Vega's outside.

                              JOE
                 Tell him to come in.

       Teddy leaves.

                              JOE
                         (into phone)
                 Sid, a friend of mine's here.  I
                 gotta go.
                         (pause)
                 Good enough, bye.

       He hangs up the phone, stands, and walks around to the
       front of the desk.

       Teddy opens the office door, and TOOTHPICK VIC VEGA walks
       in.

       Toothpick Vic Vega is none other than our very own Mr.
       Blonde.  Vic is dressed in a long black leather seventies
       style jacket.

       Joe stands in front of his desk with his arms open.

       The two men embrace each other.  Teddy leaves, closing the
       door behind him.

                              JOE
                 How's freedom kid, pretty fuckin
                 good, ain't it?

                              VIC
                 It's a change.

                              JOE
                 Ain't that a sad truth.  Remy
                 Martin?

                              VIC
                 Sure.

                              JOE
                 Take a seat.

       Joe goes over to his liquor cabinet.  Vic sits in a chair
       set in front of Joe's desk.

                              JOE
                         (while he pours the
                          drink)
                 Who's your parole officer?

                              VIC
                 A guy named Koons.  Craig Koons.

                              JOE
                 How is he?

                              VIC
                 Fuckin asshole, won't let me leave
                 the halfway house.

                              JOE
                 Never ceases to amaze me.  Fuckin
                 jungle bunny goes out there, slits
                 some old woman's throat for
                 twenty-five cents.  Fuckin nigger
                 gets Doris Day as a parole
                 officer.  But a good fella like
                 you gets stuck with a ball-bustin
                 prick.

       Joe walks back around his desk and sits in his chair.

       Vic swallows some Remy.

                              VIC
                 I just want you to know, Joe, how
                 much I appreciate your care
                 packages on the inside.

                              JOE
                 What the hell did you expect me to
                 do?  Just forget about you?

                              VIC
                 I just wanted you to know, they
                 meant a lot.

                              JOE
                 It's the least I could do Vic.  I
                 wish I coulda done more.
                         (Joe flashes a side
                          grin at Vic)
                 Vic. Toothpick Vic.  Tell me a
                 story?  What're your plans?

                              VIC
                 Well, what I wanna do is go back
                 to work.  But I got this Koons
                 prick deep up my ass.  He won't
                 let me leave the halfway house
                 till I get some piece of shit job.
                 My plans have always been to be
                 part of the team again.

       There's a KNOCK at the door.

                              JOE
                 Come in.

       The door opens and in walks Joe's son, Nice Guy Eddie.
       Vic turns around in his seat and sees him.

                              EDDIE
                         (to Vic)
                 I see ya sittin here, but I don't
                 believe it.

       Vic gets out of his seat and hugs Eddie.

                              EDDIE
                 How ya doin, Toothpick?

                              VIC
                 Fine, now.

                              EDDIE
                 I'm sorry man, I shoulda picked
                 you up personally at the pen.
                 This whole week's just been crazy.
                 I've had my head up my ass the
                 entire time.

                              VIC
                 Funny you should mention it.
                 That's what your father and I been
                 talkin about.

                              EDDIE
                 That I should've picked you up?

                              VIC
                 No.  That your head's been up your
                 ass.  I walk through the door and
                 Joe says "Vic, you're back, thank
                 god.  Finally somebody who knows
                 what the fuck he's doing.  Vic,
                 Vic, Vic, Eddie, my son, is a fuck
                 up."  And I say "Well, Joe, I
                 coulda told you that."  "I'm
                 ruined!  He's ruining me!  My son,
                 I love him, but he's taking my
                 business and flushing it down the
                 fuckin toilet!"
                         (to Joe)
                 I'm not tellin tales out of
                 school.  You tell 'im Joe.
                 Tell 'im yourself.

                              JOE
                 Eddie, I hate like hell for you to
                 hear it this way.  But when Vic
                 asked me how's business, well, you
                 don't lie to a man who's just done
                 four years in the slammer for ya.

       Eddie bobs his head up and down.

                              EDDIE
                  Oh really, is that a fact?

       Eddie JUMPS Vic and they fall to the floor.

       The two friends, laughing and cussing at each other,
       wrestle on the floor of Joe's office.

       Joe's on his feet yelling at them.

                              JOE
                         (yelling)
                 Okay, okay, enough, enough!
                 Playtime's over!  You wanna roll
                 around on the floor, do it in
                 Eddie's office, not mine!

       The two men break it up.  They are completely disheveled,
       hair a mess, shirttails out.  As they get themselves
       together, they continue to taunt one another.

                              EDDIE
                 Daddy, did ya see that?

                              JOE
                 What?

                              EDDIE
                 Guy got me on the ground, tried to
                 fuck me.

                              VIC
                 You fuckin wish.

                              EDDIE
                 You tried to fuck me in my
                 father's office, you sick bastard.
                 Look, Vic, whatever you wanna do
                 in the privacy of your own home,
                 go do it.  But don't try to fuck
                 me.  I don't think of you that
                 way.  I mean, I like you a lot--

                              VIC
                 Eddie, if I was a pirate, I
                 wouldn't throw you to the crew.

                              EDDIE
                 No, you'd keep me for yourself.
                 Four years fuckin punks in the ass
                 made you appreciate prime rib when
                 you get it.

                              VIC
                 I might break you, Nice Guy, but
                 I'd make you my dog's bitch.
                 You'd be suckin the dick and going
                 down on a mangy T-bone hound.

                              EDDIE
                 Now ain't that a sad sight, daddy,
                 walks into jail a white man, walks
                 out talkin like a nigger.  It's
                 all that black semen been shootin
                 up his butt.  It's backed up into
                 his brain and comes out of his
                 mouth.

                              JOE
                 Are you two finished?  We were
                 talkin about some serious shit
                 when you came in Eddie.  We got a
                 big problem we're tryin to solve.
                 Now Eddie, would you like to sit
                 down and help us solve it, or do
                 you two wanna piss fart around?

       Playtime is over and Vic and Eddie know it.  So they both
       take seats in front of Joe's desk.

                              JOE
                 Now Vic was tellin me, he's got a
                 parole problem.

                              EDDIE
                 Really?  Who's your P.O.?

                              VIC
                 Craig Koons.

                              EDDIE
                 Koons?  Oh shit, I hear he's a
                 motherfucker.

                              VIC
                 He is a motherfucker.  He won't
                 let me leave the halfway house
                 till I get some piece of shit job.

                              EDDIE
                 You're coming back to work for us,
                 right?

                              VIC
                 I wanna.  But I gotta show this
                 asshole I got an honest-to-
                 goodness job before he'll let me
                 move out on my own.  I can't work
                 for you guys and be worried about
                 gettin back before ten o'clock
                 curfew.

                              JOE
                         (to Eddie)
                 We can work this out, can't we?

                              EDDIE
                 This isn't all that bad.  We can
                 give you a lot of legitimate jobs.
                 Put you on the rotation at Long
                 Beach as a dock worker.

                              VIC
                 I don't wanna lift crates.

                              EDDIE
                 You don't hafta lift shit.  You
                 don't really work there.  But as
                 far as the records are concerned,
                 you do.  I call up Matthews, the
                 foreman, tell him he's got a new
                 guy.  You're on the schedule.  You
                 got a timecard, it's clocked in
                 and out for you everyday, and you
                 get a pay check at the end of the
                 week.  And ya know dock workers
                 don't do too bad.  So you can move
                 into a halfway decent place
                 without Koons thinkin "what the
                 fuck."  And if Koons ever wants to
                 make a surprise visit, you're gone
                 that day.  That day we sent you to
                 Tustin.  We gotta bunch of shit
                 you needed to unload there.
                 You're at the Taft airstrip pickin
                 up a bunch of shit and bringing it
                 back.  Part of your jab is goin
                 different places - and we got
                 places all over the place.

                              JOE
                         (to Vic)
                 Didn't I tell ya not to worry?
                         (to Eddie)
                 Vic was worried.

                              EDDIE
                 Me and you'll drive down to Long
                 Beach tomorrow.  I'll introduce
                 you to Matthews, tell him what's
                 going on.

                              VIC
                 That's great, guy, thanks a bunch.
                         (pause)
                 When do you think you'll need me
                 for real work?

                              JOE
                 Well, it's kinda a strange time
                 right now.  Things are kinda--

                              EDDIE
                 --Nuts.  We got a big meeting in
                 Vegas coming up.  And we're kinda
                 just gettin ready for that right
                 now.

                              JOE
                 Let Nice Guy set you up at Long
                 Beach.  Give ya some cash, get
                 that Koons fuck off your back, and
                 we'll be talking to ya.

                              EDDIE
                 Daddy, I got an idea.  Now just
                 hear it out.  I know you don't
                 like to use any of the boys on
                 these jobs, but technically, Vic
                 ain't one of the boys.  He's been
                 gone for four years.  He ain't on
                 no one's list.  Ya know he can
                 handle himself, ya know you can
                 trust him.

       Joe looks at Vic.

       Vic has no idea what they're talking about.

                              JOE
                 How would you feel about pullin a
                 heist with about five other guys?

                              VIC
                 What's the exposure like?

                              JOE
                 Two minutes, tops.  It's a tough
                 two minutes.  It's a hold up,
                 daylight, during business hours,
                 dealing with a crowd.  But you
                 have the fellas to deal with the
                 crowd.  It's a jewelry store.
                 They're getting a big shipment of
                 South African diamonds on a
                 certain day.  They're like a way
                 station.  It's gonna get picked up
                 the next day and sent to Hamburg.
                 When you walk through the door,
                 you'll know right where to go for
                 the rich stones.
                 The fellas are good, me and Nice
                 Guy picked em.  Nobody knows
                 anybody else.  Nobody's connected.
                 I don't use connected guys for
                 this shit.

                              VIC
                 What's the cut?

                              JOE
                 Juicy, man, real juicy.

       Toothpick Vic smiles.

       So does Nice Guy Eddie.

                                                        CUT TO:


15     INT. NICE GUY EDDIE'S CAR (MOVING) - DAY

       Nice Guy Eddie is driving to the rendezvous talking on his
       portable car phone.  The sounds of the seventies are
       coming out of his car radio in the form of "Love Goes
       Where My Rosemary Goes" by Edison Lighthouse.

                              EDDIE
                         (into phone)
                 Hey Dov, we got a major situation
                 here.
                         (pause)
                 I know you know that.  I gotta
                 talk with daddy and find out what
                 he wants done.


       FLASH ON

16     INT. WAREHOUSE - DAY

       The Cop is standing in the warehouse with his hands cuffed
       behind his back.  Mr. White, Mr. Pink and Mr. Blonde
       surround him and proceed to beat the shit out of him.
       "Love Grows .." PLAYS over the soundtrack.


17     BACK TO NICE GUY EDDIE

                              EDDIE
                         (into phone)
                 All I know is what Vic told me.
                 He said the place turned into a
                 fuckin bullet festival.  He took a
                 cop as hostage, just to get the
                 fuck out of there.


       FLASH ON

18     WAREHOUSE

       The three men are stomping the cop into the ground.


19     BACK TO EDDIE

                              EDDIE
                         (into phone)
                 Do I sound like I'm jokin?  He's
                 fuckin driving around with the cop
                 in his trunk.
                         (pause)
                 I don't know who did that.  I
                 don't know who has the loot, if
                 anybody has the loot.  Who's dead,
                 who's alive, who's caught, who's
                 not...
                 I will know, I'm practically
                 there.  But what do I tell these
                 guys about daddy?
                         (pause)
                 You sure that's what he said?
                         (pause)
                 Okay, that's what I'll tell em.

                                                        CUT TO:


20     EXT.  WAREHOUSE - DAY

       Three cars belonging to the other guys are parked outside
       the warehouse.

       Eddie drives his car up to the warehouse.  He gets out of
       the car, looks at the other cars parked outside.

                              EDDIE
                         (to himself)
                 Fucking assholes.

       Eddie makes a beeline for the front door, BANGS it open,
       and steps inside the warehouse.


21     INT. WAREHOUSE - DAY

       The robbers have the cop tied to a chair and are still
       WAILING on him.

       Nice Guy Eddie walks in and everybody jumps.

                              EDDIE
                 What in Sam Hill is goin on?

       Mr. Pink and Mr. White speak together.

                    MR. PINK                      MR. WHITE
          Hey, Nice Guy, we got a     You're askin what's goin
          cop.                        on?  Where the fuck is 
                                      Joe?

       Nice Guy sees Mr. Orange.

                              EDDIE
                 Holy shit, this guy's all fucked
                 up!

                              MR. WHITE
                 No shit, he's gonna fuckin die on
                 us if we don't get him taken care
                 of.

                              MR. PINK
                 We were set up, the cops were
                 waiting for us.

                              EDDIE
                 What?  Nobody set anybody up.

                              MR. PINK
                 The cops were there waitin for us!

                              EDDIE
                 Bullshit.

                              MR. PINK
                 Hey, fuck you man, you weren't
                 there, we were.  And I'm tellin
                 ya, the cops had that store staked
                 out.

                              EDDIE
                 Okay, Mr. Detective, who did it?

                              MR. PINK
                 What the fuck d'you think we've
                 been askin each other?

                              EDDIE
                 And what are your answers?  Was it
                 me?  You think I set you up?

                              MR. PINK
                 I don't know, but somebody did.

                              EDDIE
                 Nobody did.  You assholes turn the
                 jewelry store into a wild west
                 show, and you wonder why cops show
                 up.

                              MR. BLONDE
                 Where's Joseph?

                              EDDIE
                 I ain't talked to him.  I talked
                 to Dov.  Dov said he's comin out
                 here, and he's fucking pissed.

                              MR. PINK
                         (to Mr. White)
                 I told ya he'd be pissed.

                              MR. WHITE
                         (pointing to Mr.
                          Orange)
                 What are you gonna do about him?

                              EDDIE
                 Jesus Christ, give me a fuckin
                 chance to breathe.  I got a few
                 questions of my own, ya know.

                              MR. WHITE
                 You ain't dying, he is.

                              EDDIE
                 I'll call somebody.

                              MR. WHITE
                 Who?

                              EDDIE
                 A snake charmer, what the fuck
                 d'you think.  I'll call a doctor,
                 take care of him, fix 'm right up.
                 No, where's Mr. Brown and Mr.
                 Blue?

                              MR. PINK
                 Brown's dead, we don't know about
                 Blue.

                              EDDIE
                 Nobody saw what happened to Mr.
                 Blue?

                              MR. BLONDE
                 Well, he's either dead or he's
                 alive or the cops got him or they
                 don't.

       DOLLY to MEDIUM on the cop.

                              EDDIE (OS)
                 I take it this is the bastard you
                 told me about.
                         (referring to the
                          cop)
                 Why the hell are you beating on
                 him?

                              MR. PINK
                 So he'll tell us who the fuck set
                 us up.

                              EDDIE
                 Would you stop it with that shit!
                 You beat on this prick enough,
                 he'll tell ya he started the
                 Chicago fire.  That don't
                 necessarily make it so.  Okay,
                 first things fucking last, where's
                 the shit?  Please tell me somebody
                 brought something
                 with them.

                              MR. PINK
                 I got a bag.  I stashed it till I
                 could be sure this place wasn't a
                 police station.

                              EDDIE
                 Well, let's go get it.  We also
                 gotta get rid of all those cars.
                 It looks like Sam's hot car lot
                 outside.
                         (pointing to Mr.
                          Blonde)
                 You stay here and babysit Orange
                 and the cop.
                         (referring to Mr.
                          Pink and Mr. White)
                 You two take a car each, I'll
                 follow ya.  You ditch it, I'll
                 pick you up, then we'll pick up
                 the stones.  And while I'm
                 following you, I'll arrange for
                 some sort of a doctor for our
                 friend.

                              MR. WHITE
                 We can't leave these guys with
                 him.

       Meaning Mr. Blonde.

                              EDDIE
                 Why not?

       Mr. White crosses to Mr. Blonde.

                              MR. WHITE
                 Because this guy's a fucking
                 psycho.  And if you think
                 Joe's pissed at us, that
                 ain't nothing compared to how
                 pissed off I am at him, for puttin
                 me in the same room as this
                 bastard.

                              MR. BLONDE
                         (to Eddie)
                 You see what I been puttin up
                 with?  As soon as I walk through
                 the door I'm hit with this shit.
                 I tell 'm what you told me about
                 us stayin put and Mr. White whips
                 out his gun, sticks it in my face,
                 and starts screaming "You
                 motherfucker, I'm gonna blow you
                 away, blah, blah, blah."

                              MR. WHITE
                 He's the reason the place turned
                 into a shooting gallery.
                         (to Mr. Pink)
                 What are you, a silent partner?
                 Fuckin tell him.

                              MR. PINK
                 He seems all right now, but he
                 went crazy in the store.

                              MR. WHITE
                 This is what he was doin.

       Mr. White acts out Mr. Blonde shooting everybody in the
       store.

                              MR. BLONDE
                 I told 'em not to touch the alarm.
                 They touched it.  I blew 'em full
                 of holes.  If they hadn't done
                 what I told 'em not it, they'd
                 still be alive.

                              MR. WHITE
                 That's your excuse for going on a
                 kill crazy rampage?

                              MR. BLONDE
                 I don't like alarms.

                              EDDIE
                 What does it matter who stays with
                 the cop?  We ain't lettin him go.
                 Not after he's seen everybody.
                 You should've never took him outta
                 your trunk in the first place.

                              MR. PINK
                 We were trying to find out what he
                 knew about the set up.

                              EDDIE
                 There is no fuckin set up!
                         (Eddie takes charge)
                 Look, this is the news.  Blondie,
                 you stay here and take care of
                 them two.  White and Pink come
                 with me, 'cuz if Joe gets here and
                 sees all those fucking cars
                 parked out front, he's going to be
                 as mad at me as he is at you.

       Eddie, Mr. White and Mr. Pink walk out of the warehouse
       talking amongst themselves.


22     INT. WAREHOUSE - DAY - MR. BLONDE AND COP

       Mr. Blonde closes the door after them.  He then slowly
       turns his head towards the cop.

                              MR. BLONDE
                 Alone at last.

       
       C.U. COP'S FACE.

                              MR. BLONDE (OS)
                 Now where were we?

                              COP
                 I told you I don't know anything
                 about any fucking set up.  I've
                 only been on the force eight
                 months, nobody tells me anything!
                 I don't know anything!  You can
                 torture me if you want--

                              MR. BLONDE (OS)
                 --Thanks, don't mind if I do.

                              COP
                 Your boss even said there wasn't a
                 set up.

                              MR. BLONDE (OS)
                 First off, I don't have a boss.
                 Are you clear about that?

       He SLAPS the cop's face.

                              MR. BLONDE (OS)
                 I asked you a question.  Are you
                 clear about that?

                              COP
                 Yes.

                              MR. BLONDE (OS)
                 Now I'm not gonna bullshit you.  I
                 don't really care about what you
                 know or don't know.  I'm gonna
                 torture you for awhile regardless.
                 Not to get information, but
                 because torturing a cop amuses me.
                 There's nothing you can say,
                 there's nothing you can do.
                 Except pray for death.

       He puts a piece of tape over the cop's mouth.


       COP'S POV

       Mr. Blonde walks away from the cop.

                              MR. BLONDE
                 Let's see what's on K-BILLY'S
                 "super sounds of the seventies"
                 weekend.

       He turns on the radio.

       Stealer's Wheel's hit "Stuck in the Middle with You" PLAYS
       over the speaker.

       NOTE: This entire sequence is timed to the music.

       Mr. Blonde slowly walks toward the cop.

       He opens a large knife.

       He grabs a chair, places it in front of the cop and sits
       in it.

       Mr. Blonde just stares into the cop's/our face, holding
       the knife, singing along with the song.

       Then, like a cobra, he LASHES out.

       A SLASH across the face.

       The cop/camera moves around wildly.

       Mr. Blonde just stares into the cop's/our face, singing
       along with the seventies hit.

       Then he reaches out and CUTS OFF the cop's/our ear.

       The cop/camera moves around wildly.

       Mr. Blonde holds the ear up to the cop/us to see.

       Mr. Blonde rises, kicking the chair he was sitting on out
       of the way.


23     INT./EXT. WAREHOUSE - DAY - HANDHELD SHOT

       We follow Mr Blonde as he walks out of the warehouse...

       ...to his car.  He opens the trunk, pulls out a large can
       of gasoline.

       He walks back inside the warehouse...


24     INT. WAREHOUSE - DAY

       ...carrying the can of gas.

       Mr. Blonde POURS the gasoline all over the cop, who's
       BEGGING him not to do this.

       Mr. Blonde just sings along with Stealer's Wheel.

       Mr. Blonde LIGHTS up a match and, while mouthing:

                              MR. BLONDE
                 "Clowns to the left of me,
                 Jokers to the right.  Here I am,
                 stuck in the middle with you."

       He moves the match up to the cop...

       ...When a bullet EXPLODES in Mr. Blonde's chest.

       The HANDHELD camera WHIPS to the right and we see the
       bloody Mr. Orange FIRING his gun.

       We cut back and forth between Mr. Blonde taking BULLET
       HITS and Mr. Orange emptying his weapon.

       Mr. Blonde FALLS down dead.

       Mr. Orange crawls to where the cop is, leaving a bloody
       trail behind him.

       When he reaches the cop's feet he looks up at him.

                              MR. ORANGE
                         (feebly)
                 What's your name?

                              COP
                 Jeffrey.

                              MR. ORANGE
                 Jeffrey what?

                              COP
                 Jeffrey Andrews.

                              MR. ORANGE
                 Listen to me, Jeffrey
                 Andrews.  I'm a cop.

                              JEFFREY
                 I know.

                              MR. ORANGE
                         (surprised)
                 You do?

                              JEFFREY
                 Your name's Freddy something.

                              MR. ORANGE
                 Freddy Newendyke.

                              JEFFREY
                 Frankie Ferchetti introduced us
                 once, about five months ago.

                              MR. ORANGE
                 Shit.  I don't remember that at
                 all.

                              JEFFREY
                 I do.
                         (pause)
                 How do I look?

       The gun-shot Mr. Orange looks at the kid's GASHED face and
       the hole in the side of his head where his ear used to be.

                              MR. ORANGE
                 I don't know what to tell you
                 Jeffrey.

       Jeffrey starts to weep.

                              JEFFREY
                 That fucking bastard!  That
                 fucking sick fucking bastard!

                              MR. ORANGE
                 Jeffrey, I need you to hold on.
                 There's officers positioned and
                 waiting to move in a block away.

                              JEFFREY
                         (screaming)
                 What the fuck are they waiting
                 for?  That motherfucker cut off my
                 ear!  He slashed my face!  I'm
                 deformed!

                              MR. ORANGE
                 And I'm dying.  They don't know
                 that.  All they know is they're
                 not to make a move until Joe Cabot
                 shows up.  I was sent undercover
                 to get Cabot.  You heard 'em, they
                 said he's on his way.  Don't pussy
                 out on me now, Jeffrey.  We're
                 just gonna sit here and bleed
                 until Joe
                 Cabot sticks his fuckin head
                 through that door.

                                                        CUT TO:


       INSERT: TITLE CARD  "MR. ORANGE & MR. WHITE"


25     INT.  DENNY'S - NIGHT

       A tough-looking black man named HOLDAWAY, who sports a
       Malcom X beard, a green Chairman Mao cap with a red star
       on it, and a military flack jacket, digs into a Denny
       bacon, cheese and avocado burger.  He sits in a booth all
       alone.  He's waiting for somebody.  As he waits, he
       practically empties an entire bottle of ketchup on his
       french fries, not by mistake either--that's just how he
       likes it.

       We see Mr. Orange, now known as FREDDY NEWENDYKE, wearing
       a high school letterman jacket, enter the coffee shop,
       spot Holdaway, and head his way.  Holdaway sees Freddy bop
       towards him with a wide-ass alligator grin plastered
       across his face.

       CAMERA DOLLIES FAST down AISLE to MEDIUM SHOT of Holdaway.
       We fear Freddy OFF SCREEN.

                              FREDDY (O.S.)
                 Say "hello" to a motherfucker
                 who's inside.  Cabot's doing a job
                 and take a big fat guess who he
                 wants on the team?

                              HOLDAWAY
                 This better not be some Freddy
                 joke.

       LOW ANGLE

       looking up at Freddy, who's standing at the table.

                              FREDDY
                 It ain't no joke, I'm in there.
                 I'm up his ass.

       CU ON HOLDAWAY

       Holdaway just looks at his pupil for a moment, then
       smiles.

                              HOLDAWAY
                 Congratulations.


26     EXT.  DENNY'S - NIGHT

       We see through the window of the restaurant Freddy slide
       into the booth across from Holdaway.  Freddy's doing a lot
       of talking, but we can't hear what they're saying.


27     INT.  DENNY'S - NIGHT

       FREEZE FRAME ON HOLDAWAY

       We are frozen on a MEDIUM CU of Holdaway listening to
       Freddy.  We HEAR RESTAURANT NOISE and Freddy OFF SCREEN.

                              FREDDY (O.S.)
                 Nice Guy Eddie tells me Joe wants
                 to meet me.  He says I should just
                 hang around my apartment and wait
                 for a phone call.  Well after
                 waiting three goddamn days by the
                 fuckin phone, he calls me last
                 night and says Joe's ready, and
                 he'll pick me up in fifteen
                 minutes.

       The freeze frame ENDS.  Holdaway comes suddenly up to
       speed and says:

                              HOLDAWAY
                 Woo all picked you up?

       From here to end we cut back and forth.

                              FREDDY
                 Nice Guy.  When we got to the
                 bar...

                              HOLDAWAY
                 ...What bar?

                              FREDDY
                 The Boots and Socks in Gardena.
                 When we got there, I met Joe and a
                 guy named Mr. White.  It's a phony
                 name.  My name's Mr. Orange.

                              HOLDAWAY
                 You ever seen this motherfucker
                 before?

                              FREDDY
                 Who, Mr. White?

                              HOLDAWAY
                 Yeah.

                              FREDDY
                 No, he ain't familiar.  He ain't
                 one of Cabot's soldiers either.
                 He's gotta be from outta town.
                 But Joe knows him real well.

                              HOLDAWAY
                 How can you tell?

                              FREDDY
                 The way they talk to each other.
                 You can tell they're buddies.

                              HOLDAWAY
                 Did the two of you talk?

                              FREDDY
                 Me and Mr. White?

                              HOLDAWAY
                 Yeah.

                              FREDDY
                 A little.

                              HOLDAWAY
                 What about?

                              FREDDY
                 The Brewers.

                              HOLDAWAY
                 The Milwaukee Brewers?

                              FREDDY
                 Yeah.  They had just won the night
                 before, and he made a killing off
                 'em.

                              HOLDAWAY
                 Well, if this crook's a Brewers
                 fan, his ass has gotta be from
                 Wisconsin.  And I'll bet you
                 everything from a diddle-eyed Joe
                 to a damned-if-I-know, that in
                 Milwaukee they got a sheet on this
                 Mr. White motherfucker's ass.  I
                 want you to go through the mugs of
                 guys from old Milwaukee with a
                 history of armed robbery, and put
                 a name to that face.

       Holdaway takes a big bite out of his burger.

                              HOLDAWAY
                         (with his mouth full)
                 What kinds questions did Cabot
                 ask?

                              FREDDY
                 Where I was from, who I knew, how
                 I knew Nice Guy, had I done time,
                 shit like that.

       Holdaway's talked enough, he's eating his burger now.  He
       motions for Freddy to elaborate.

                              FREDDY
                 He asked me if I ever done armed
                 robbery before.  I read him my
                 credits.  I robbed a few gas and
                 sips, sold some weed, told him
                 recently I held the shotgun while
                 me and another guy pulled down a
                 poker game in Portland.

       CAMERA MOVES from a MEDIUM on Freddy to a CU.

                              HOLDAWAY (O.S.)
                 Didja use the commode story?

                              FREDDY
                 Fuckin-A.  I tell it real good,
                 too.


28     INT.  MEN'S ROOM - L.A. TRAIN STATION - NIGHT

       Freddy and Holdaway at one of their many rendezvous.
       Holdaway wears an extra large Lakers sweatshirt.  Freddy
       sits on one of the sinks, wearing his high school jacket,
       looking at pieces of paper stapled together.

                              FREDDY
                 What's this?

                              HOLDAWAY
                 It's a scene.  Memorize it.

                              FREDDY
                 What?

                              HOLDAWAY
                 A undercover cop has got to be
                 Marlon Brando.  To do this job you
                 got to be a great actor.  You got
                 to be naturalistic.  You got to be
                 naturalistic as hell.  If you
                 ain't a great actor you're a bad
                 actor, and bad acting is bull shit
                 in this job.

                              FREDDY
                         (referring to the
                          papers)
                 But what is this?

                              HOLDAWAY
                 It's a amusing anecdote about a
                 drug deal.

                              FREDDY
                 What?

                              HOLDAWAY
                 Something funny that happened to
                 you while you were doing a job.

                              FREDDY
                 I gotta memorize all this shit?

                              HOLDAWAY
                 It's like a joke.  You remember
                 what's important, and the rest you
                 make your own.  The only way to
                 make it your own is to keep sayin
                 it, and sayin it, and sayin it,
                 and sayin it, and sayin it.

                              FREDDY
                 I can do that.

                              HOLDAWAY
                 The things you gotta remember are
                 the details.  It's the details
                 that sell your story.  Now this
                 story takes place in this men's
                 room.  So you gotta know the
                 details about this men's room.
                 You gotta know they got a blower
                 instead of a towel to dry your
                 hands.  You gotta know the stalls
                 ain't got no doors.  You gotta
                 know whether they got liquid or
                 powdered soap, whether they got
                 hot water or not, 'cause if you do
                 your job when you tell your story,
                 everybody should believe it.  And
                 if you tell your story to somebody
                 who's actually taken a piss in
                 this men's room, and you get one
                 detail they remember right,
                 they'll swear by you.


29     INT.  FREDDY'S APARTMENT - DAY

       Freddy paces back and forth, in and out of frame,
       rehearsing the anecdote.  He's reading it pretty good, but
       he's still reading it from the page, and every once in a
       while he stumbles over his words.

                              FREDDY
                 ...this was during the Los Angeles
                 marijuana drought of '86.  I still
                 had a connection.  Which was
                 insane, 'cause you couldn't get
                 weed anyfuckinwhere then.  Anyway,
                 I had a connection with this
                 hippie chick up in Santa Cruz.
                 All and my friends knew it.  And
                 they'd give me a call and say,
                 "Hey, Freddy, you buyin some, you
                 think you could buy me some too?"
                 They knew I smoked, so they'd ask
                 me to buy a little for them when I
                 was buyin.  But it got to be
                 everytime I bought some weed, I
                 was buyin for four or five
                 different people.  Finally I said,
                 "Fuck this shit."  I'm makin this
                 bitch rich.  She didn't have to do
                 jack shit, she never even had to
                 meet these people.  I was fuckin
                 doin all the work.  So I got
                 together with her and told her,
                 "Hey, I'm sick of this shit.  I'm
                 comin through for everybody, and
                 nobody's comin through for me.
                 So, either I'm gonna tell all my
                 friends to find their own source,
                 or you give me a bunch of weed,
                 I'll sell it to them, give you the
                 money, minus ten percent, and I
                 get my pot for free."  So, I did
                 if for awhile...

       Freddy exits frame

                                                        CUT TO:


30     EXT.  PARKING LOT - DAY

       Another empty frame, except obviously outside.  Freddy
       enters frame from the same direction he exited in the
       previous scene, finishing his sentence.  When we move to a
       wider shot we see Freddy performing his monolog to
       Holdaway in a parking lot.  Holdaway sits on the hood of
       his beat-up car.  Freddy paces back and forth as he
       performs his story.

                              FREDDY
                 ...but then that got to be a pain
                 in the ass.  People called me on
                 the phone all the fuckin time.  I
                 couldn't rent a fuckin tape
                 without six phone calls
                 interrupting me.  "Hey, Freddy,
                 when's the next time you're gettin
                 some?"  "Motherfucker, I'm tryin
                 to watch 'Lost Boys'-- when I have
                 some, I'll let you know."  And
                 then these rinky-dink pot heads
                 come by--there's my friends and
                 everything, but still.  I got all
                 my shit laid out in sixty dollar
                 bags.  Well, they don't want sixty
                 dollars worth.  They want ten
                 dollars worth.  Breaking it up is
                 a major fuckin pain in the ass.  I
                 don't even know how much ten
                 dollars worth is.  "Well, fuck,
                 man, I don't want that much
                 around.  If I have that much
                 around I'll smoke it."  "Hey, if
                 you guys can't control your
                 smokin, that's not my problem.
                 You motherfuckers been smokin for
                 five years, be a adult about it."
                 Finally I just told my connection,
                 count me out.  But as it turns
                 out, I'm the best guy she had, and
                 she depended alot on my business.
                 But I was still sick to death of
                 it.  And she's trying to talk me
                 into not quitin.
                 Now this was a very weird
                 situation, 'cause I don't know if
                 you remember back in '86, there
                 was a major fuckin drought.
                 Nobody and anything.  People were
                 livin on resin and smokin the wood
                 in their pipes for months.  And
                 this chick had a bunch, and was
                 beggin me to sell it.  So I told
                 her I wasn't gonna be Joe the Pot
                 Man anymore.  But I would take a
                 little bit and sell it to my
                 close, close, close friends.  She
                 agreed to that, and said we'd keep
                 the same arrangement as before,
                 ten percent and free pot for me,
                 as long as I helped her out that
                 weekend.  She had a brick of weed
                 she was sellin, and she didn't
                 want to go to the buy alone...

                                                        CUT TO:


31     INT.  BOOTS AND SOCKS BAR - NIGHT

       Freddy, Joe, Nice Guy Eddie and Mr. White all sit around a
       table in a red-lighted smokey bar.  Freddy continues his
       story.  The crooks are enjoying the hell out of it.

                              FREDDY
                 ...Her brother usually goes with
                 her, but he's in county
                 unexpectedly.

                              MR. WHITE
                 What for?

                              FREDDY
                 Traffic tickets gone to warrant.
                 They stopped him for something,
                 found the warrants on 'im, took
                 'im to jail.  She doesn't want to
                 walk around alone with all that
                 weed.  Well, I don't wanna do
                 this, I have a bad feeling about
                 it, but she keeps askin me, keeps
                 askin me, finally I said okay
                 'cause I'm sick of listening to
                 it.  Well, we're picking this guy
                 up at the train station.

                              JOE
                 You're picking the buyer up at the
                 train station?  You're carrying
                 the weed on you?

                              FREDDY
                 Yeah, the guy needed it right
                 away.  Don't ask me why.  So we
                 get to the train station, and
                 we're waitin for the guy.  Now I'm
                 carrying the weed in one of those
                 carry-on bags, and I gotta take a
                 piss.  So I tell the connection
                 I'll be right back, I'm goin' to
                 the little boys room...

                                                        CUT TO:


32     INT.  MEN'S ROOM - TRAIN STATION - DAY

       MEDIUM ON FREDDY

       He walks through the door with a carry-on bag over his
       shoulder.  Once he's inside, he stops in his tracks.  We
       move into a CU.

                              FREDDY (V.O.)
                 ...So I walk into the men's room,
                 and who's standing there?

       FREEZE FRAME

       on Freddy standing in front of six Los Angeles County
       Sheriffs and one German Shepherd.  All of their eyes are
       on Freddy.  Everyone is frozen.

                              FREDDY (V.O.)
                 ...six Los Angeles County Sheriffs
                 and a German Shepherd.

                              NICE GUY EDDIE (V.O.)
                 They were waiting for you?

                              FREDDY (V.O.)
                 No.  They were just a bunch of
                 cops hangin out in the men's room,
                 talkin.  When I walked through the
                 door they all stopped what they
                 were talking about and looked at
                 me.


33     BACK TO BAR

       ECU MR. WHITE

                              MR. WHITE
                 That's hard, man.  That's a fuckin
                 hard situation.


34     BACK TO MEN'S ROOM

       ECU GERMAN SHEPHERD

       barking his head off.

                              FREDDY (V.O.)
                 The German Shepherd starts
                 barkin'.  He's barkin' at me.  I
                 mean it's obvious he's barkin' at
                 me.

       We do a slow 360 around Freddy in the men's room.  We can
       hear the dog barking.

                              FREDDY (V.O.)
                 Every nerve ending, all of my
                 senses, the blood in my veins,
                 everything I has was screaming,
                 "Take off, man, just take off, get
                 the fuck outta there!"  Panic hit
                 me like a bucket of water.  First
                 there was the shock of it--BAM,
                 right in the face!  Then I'm just
                 standin there drenched in panic.

       SLOW MOTION

       CAMERA does a PAN from face to face of the sheriffs.

                              FREDDY (V.O.)
                 And all those sheriffs are lookin
                 at me and they know. They can
                 smell it.  As sure as that fuckin
                 dog cam, they can smell it on me.

       FREEZE FRAME

       Back to the same freeze frame shot of Freddy standing in
       front of the sheriffs.  It suddenly jerks to life, and
       moves to speed.  The dog is barking.  Freddy moves to his
       right, out of frame.  We stay on the sheriffs.  One
       sheriff yells at the dog.

                              SHERIFF #1
                 Shut up!

       The dog quiets down.  Sheriff #2 continues with his story.
       A couple of the sheriffs look over at Freddy off screen,
       but as Sheriff #2 talks, turn their attention to him.

                              SHERIFF #2
                 So my gun's drawn, right?  I got
                 it aimed right at him.  I tell
                 'em, "Freeze, don't fuckin move."
                 And the little idiot's lookin at
                 me, nodding his head "Yes," sayin
                 "I know...I know...I know."
                 Meanwhile his right hand is
                 creepin towards his glove box.  So
                 I scream at him, "Asshole, you
                 better fuckin freeze right now!"
                 And he's still lookin right at me,
                 saying
                 "I know...I know...I know."  And
                 his right hand's still going for
                 the glove box.

       The CAMERA PANS away from the sheriffs to Freddy, up
       against the urinal, playing possum, pretending to piss.

                              SHERIFF #2 (O.S.)
                 I tell 'im, "Buddy, I'm gonna
                 shoot you in the face right now if
                 you don't put your hands on the
                 fuckin dash."  And the guy's
                 girlfriend, a real sexy Oriental
                 bitch, starts screamin at him,
                 "Chuck, are you out of your mind?
                 Put your hands on the dash like
                 the officer said."  And then like
                 nothing, the guy snaps out of it
                 and casually puts his hands on the
                 dash.

       Freddy finishes his playing possum piss, and walks past
       the sheriffs over to the sink.  The CAMERA PANS with him.
       A sheriff is sitting on a sink.  He looks down and watches
       Freddy wash his hands.

                              SHERIFF #1
                 What was he goin for?

                              SHERIFF #2
                 His registration.  Stupid fuckin
                 citizen, doesn't have the
                 slightest idea how close he came
                 to gettin shot.

       Freddy finishes washing his hands.  He goes to dry them,
       but there's only those hand drying machines.  Freddy turns
       on the drying machine.  He can't hear anything the
       sheriffs say now.  The sound of the machine dominates the
       sound track.

       These following shots are SLOW MOTION.

       CU OF FREDDY

       CU of his HANDS, rubbing each other getting blown dry

       SHOT OF SHERIFFS talking.  We can't hear them because of
       the machine.

       CU OF MACHINE

       MEDIUM OF SHERIFF ON SINK, smoking a cigarette, glancing
       over at Freddy.

       CU OF GERMAN SHEPHERD

       Machine turns off.

                                                        CUT TO:


35     INT. OFFICE - DAY

       CU MUG SHOT OF MR. WHITE

                              FREDDY (OS)
                 That's him, that's Mr. White.

       FULL SCENE

       An office upstairs in the undercover division of the
       police station.


       TWO SHOT OF FREDDY AND HOLDAWAY

       look at mug shot.

                              HOLDAWAY
                 Lawrence Dimick.  Let's see what
                 we got on him.

       CU OF COMPUTER SCREEN

       the name DIMICK, LAWRENCE is typed in.


       C.U. ENTER BUTTON IS PRESSED


       C.U. OF FEMALE COMPUTER OPERATOR, JODIE SEIGEL.

                              JODIE
                 This is your life, Lawrence
                 Dimick!


       C.U. OF COMPUTER PRINTER

       printing out sheet.  The noise of the printer plays loud
       over the soundtrack. Jodie's hand comes into FRAME and
       tears sheet from the printer.

                                                        CUT TO:


36     INT. HOLDAWAY'S OFFICE - DAY

       Holdaway sits behind his desk.  Freddy sits on the edge of
       the desk eating a Double-Double with cheese.  They look
       into the CAMERA.

       We hear Jodie's voice OFFSCREEN.

                              JODIE (OS)
                 Lawrence "Larry" Dimick.  Also
                 known as Lawrence Jacobs and Alvin
                 "Al" Jacobs.  This guy is Mr. Joe-
                 Armed-Robbery.  He's
                 a pro and he makes it a habit not
                 to get caught.


       MEDIUM SHOT OF JODIE

       DOLLY slowly into C.U.

                              JODIE
                 He's only been convicted twice,
                 which is pretty good for somebody
                 living a life of crime.  Once for
                 armed robbery, when he was twenty-
                 one, in Milwaukee.


       C.U. FREDDY

                              FREDDY
                 What was it?


       JODIE

                              JODIE
                 Payroll office at a lumber yard.
                 First offense - he got eighteen
                 months.  He didn't get busted
                 again until he was thirty-two.
                 And then it was a backdoor bust.
                 A routine vice squad roust.  They
                 roust this bar, out buddy Lawrence
                 is in there knocking down a few.
                 He gets picked up.  He's wearing
                 on his person an outlaw .45
                 automatic, apparently his weapon
                 of choice.  Also, on his finger is
                 a diamond ring from a jewelry
                 store robbery a year earlier.  He
                 got two years back inside for
                 that.


       TWO SHOT OF HOLDAWAY AND FREDDY

       Freddy winces.

                              FREDDY
                 Goddamn, that's hard time.


       JODIE

                              JODIE
                 So far, it's the only time he's
                 ever done.


       CU HOLDAWAY

                              HOLDAWAY
                 Was this vice squad bullshit in
                 Milwaukee?


       JODIE

                              JODIE
                 No.  The vice squad roust was in
                 L.A.  He's been in Los Angeles
                 since '77.


       DOLLY BEHIND HOLDAWAY'S DESK

       from left to right.

                              FREDDY
                 When did he do this time?

                              JODIE
                 Back in '83, got out late '86.  I
                 found something else out I think
                 you two should be aware of.
                 About a year and a half ago, up in
                 Sacramento, an undercover cop,
                 John Dolenz, worked his way into a
                 bank job.  Apparently before the
                 job they found out he was a cop.
                 Now picture this:  It's Dolenz's
                 birthday, a bunch of cops are
                 waiting in his apartment for a
                 surprise party.  The door opens,
                 everyone yells "Surprise!", and
                 standing in the doorway is Dolenz
                 and this other guy sticking a gun
                 in Dolenz's ribs.  Before anybody
                 knows what's going on, this
                 stranger shoots Dolenz dead and
                 starts firing two .45 automatics
                 into the crowd.

                              HOLDAWAY
                 What happened?

       The DOLLY moves behind Jodie.

                              JODIE
                 It was a mess.  Cops got hit,
                 wives got hit, girlfriends got
                 hit, his dog got hit.  People got
                 glass in their faces.  Three were
                 killed, six were wounded.

                              FREDDY
                 They couldn't pin the killing on
                 one of the bank robbers?

                              JODIE
                 They tried, but they didn't have a
                 positive I.D. and all those guys
                 had alibis.  Besides, we really
                 didn't have anything on them.  We
                 had the testimony of a dead man
                 that they were talking
                 about committing a robbery.  They
                 never went ahead with the bank
                 job.

       The DOLLY completes its circle.

                              FREDDY
                 And Larry Dimick was one of the
                 boys?

                              JODIE
                 He was probably the one.


       ON HOLDAWAY

                              HOLDAWAY
                 Just how sure are you with your
                 cover?

       PAN to C.U. on Freddy.

                              FREDDY
                 Today they may know something,
                 tomorrow they may know something
                 else.  But yesterday they didn't
                 know anything.


       C.U. OF MR. WHITE'S MUG SHOT

                              FREDDY (OS)
                 What's the next step?

                              HOLDAWAY (OS)
                 Do what they told ya.  Sit in your
                 apartment and wait for 'em to call
                 you.  We'll have guys posted
                 outside who'll follow you when
                 they pick you up.


35     INT.  FREDDY'S APARTMENT - DAY

       C.U. TELEPHONE

       It RINGS.  Freddy answers it, we FOLLOW the receiver up to
       his face.

                              FREDDY
                 Hello.

                              NICE GUY EDDIE (OS)
                         (through phone)
                 It's time.  Grab your jacket--


36     INT. NICE GUY EDDIE'S CAR (PARKED) - DAY

       C.U. of Nice Guy Eddie speaking into the car phone.

                              EDDIE
                 --We're parked outside.

                              FREDDY (OS)
                         (through phone)
                 I'll be right down.

       We hear the CLICK of Freddy hanging up through the phone.
       Nice Guy places the receiver back in its cradle.

                              EDDIE
                 He'll be right down.


39     INT. FREDDY'S APARTMENT - DAY

       The CAMERA follows Freddy as he hops around the
       apartment getting everything he needs.  He puts on
       his jacket and slips on some sneakers.

       DOLLY fast toward the front door knob.  Freddy's hand
       comes into FRAME, grabs the knob, then lets go.  We MOVE
       UP to his face.

       Fear.

                              FREDDY
                         (to himself)
                 Don't pussy out on me now.  They
                 don't know.  They don't know shit.
                         (pause)
                 You're not gonna get hurt.  You're
                 fucking Baretta and they believe
                 every word, cuz
                 you're super cool.

       He exits FRAME. We stay put and hear the door open and
       close OFF SCREEN.


40     EXT. FREDDY'S APARTMENT - DAY

       COPS' POV

       From inside an unmarked car across the street, the TWO
       COPS watching Freddy see him walk out of his building and
       up to Eddie's parked car.

                              COP #1 (OS)
                 There goes our boy.

                              COP #2 (OS)
                 I swear, a guy has to have rocks
                 in his head the size of Gibraltar
                 to work undercover.

                              COP #1 (OS)
                 Do you want one of these?

                              COP #2 (OS)
                 Yeah, gimme the bear claw.

       Freddy gets into the car and it pulls into traffic.

       Cop #1 starts the engine and follows.


41     INT. NICE GUY EDDIE'S CAR (MOVING) - DAY

       Nice Guy Eddie is behind the wheel.  Mr. Pink is
       in the passenger seat.  Freddy and Mr. White are in the
       backseat together.

                              MR. PINK
                 ...Hey, I know what I'm talkin
                 about, black women ain't the same
                 as white women.

                              MR. WHITE
                         (sarcastically)
                 There's a slight difference.

       The car laughs.

                              MR. PINK 
                 Go ahead and laugh, you know what
                 I mean.  What a while bitch will
                 put up with, a black bitch won't
                 put up with for a minute.  They
                 got a line, and if you cross it,
                 they fuck you up.

                              EDDIE
                 I gotta go along with Mr. Pink on
                 this.  I've seen it happen.

                              MR. WHITE
                 Okay, Mr. Expert. If this is such
                 a truism, how come every nigger I
                 know treats his woman like a piece
                 of shit?

                              MR. PINK
                 I'll make you a bet that those
                 same damn niggers who were showin
                 their ass in public, when their
                 bitches get 'em home, they chill
                 the fuck out.

                              MR. WHITE
                 Not these guys.

                              MR. PINK
                 Yeah, those guys too.

                              EDDIE
                 Let me tell you guys a story.  In
                 one of daddy's clubs there was
                 this black cocktail waitress named
                 Elois.

                              MR. WHITE
                 Elois?

                              EDDIE
                 Yeah, Elois. E and Lois.  We
                 called her Lady E.

                              MR. WHITE
                 Where was she from, Compton?

                              EDDIE
                 No.  She was from Ladora Heights.

                              MR. PINK
                 The black Beverly Hills.  I knew
                 this lady from Ladora Heights
                 once.
                         (in a stuck up black
                          female voice)
                 "Hi, I'm from Ladora Heights, it's
                 the black Beverly Hills."
                              EDDIE
                 It's not the black Beverly Hills,
                 it's the black Palos Verdes.
                 Anyway, this chick, Elois, was a
                 man-eater-upper.  I bet every guy
                 who's ever met her has jacked off
                 to her at least once.  You know
                 who she looked like?  Christie
                 Love.  'Member that TV show "Get
                 Christie Love"?  She was a black
                 female cop.  She always used to
                 say "You're under arrest, sugar."

                              MR. PINK
                 I was in the sixth grade when that
                 show was on.  I totally dug it.
                 What the fuck was the name of the
                 chick who played Christie
                 Love?

                              EDDIE
                 Pam Grier.

                              MR. PINK
                 No, it wasn't Pan Grier, Pan Grier
                 was the other one.  Pan Grier made
                 the movies.  Christie Love was
                 like a Pam Grier TV show, without
                 Pam Grier.

                              MR. PINK
                 What the fuck was that chick's
                 name?  Oh this is just great, I'm
                 totally fuckin tortured now.

                              EDDIE
                 Well, whoever she was, Elois
                 looked like her.  So one night I
                 walk into the club, and no Elois.
                 Now the bartender was a wetback,
                 he was a friend of mine, his name
                 was Carlos.
                 So I asked him "Hey, Carlos,
                 where's Lady E tonight?"  Well
                 apparently Lady E was married to
                 this real piece of dog shit.  I
                 mean a real animal.  And
                 apparently he would so things to
                 her.

                              FREDDY

                 Do things?  What would he do?  You
                 mean like beat her up?

                              EDDIE
                 Nobody knows for sure what he did.
                 We just know he did something.
                 Anyway, Elois plays it real cool.
                 And waits for the next time this
                 bag of shit gets drunk.  So one
                 night the guy gets drunk and
                 passes out on the couch.  So while
                 the guy's
                 inebriated, she strips him naked.
                 Then she takes some crazy glue and
                 glues his dick to his belly.

       The car reacts to how horrible that would be.

                              EDDIE
                 I'm dead fuckin serious.  She put
                 some on his dick and some on his
                 belly, then stuck 'em together.
                 The paramedics had to come and cut
                 it loose.

       The car reacts badly.

                              MR. WHITE
                 Jesus Christ!

                              FREDDY
                 You can do some crazy things with
                 it.

                              EDDIE
                 I don't know what he did to her,
                 but she got even.

                              MR. WHITE
                 Was he all pissed off?

                              MR. PINK
                 How would you feel if you had to
                 do a handstand every time you took
                 a piss.

       The car laughs.


42     EXT. WAREHOUSE - DAY

       Nice Guy Eddie pulls up outside the warehouse.
       The four men climb out of the car and follow Eddie inside.


43     INT. WAREHOUSE - DAY

       The four men enter the building.

       At the other end of the warehouse, sitting in chairs, are
       Mr. Blonde, Mr. Brown, Mr. Blue and Joe Cabot.

       We shoot this from OVERHEAD, looking down on the men.

                              JOE
                         (to everybody)
                 ...So they're talkin about how
                 they get their wives off, and the
                 French guys says:
                        (in a bad French
                         accent)
                 "All I gotta do is take my pinky
                 and tickle my Fifi's little oo la
                 la  and she rises a foot off the
                 bed."

       Back to Joe.

                 So the dago says:


       CU ON JOE

                              JOE
                          (in a good Brooklyn
                           accent)
                 "That's nothin.  When I take the
                 tip of my tongue and wiggle it
                 against my Mary Louise's little
                 fun pimple, she rises two feet off
                 da bed."  Then our friend from
                 Poland says:
                         (in dumb voice)
                 "You guys ain't no cocksmen. When
                 I get through fuckin my Sophie, I
                 wipe my dick on the curtains and
                 you know what?  She hits the
                 roof!"

       Joe laughs like a crazy man.

                              JOE
                 Ha, ha, ha, ha, ha, ha!

       We hear a lot of laughing OFF SCREEN.

                              JOE
                 Ain't that a masterpiece?  Stupid
                 fuckin Polack, wipes his dick on
                 the drapes.

       Joe's eyes greet the new arrivals.

                              JOE
                 You're here, great!

       Joe EXITS C.U.

       We now have everybody from the Uncle Bob's Pancake House
       scene together again.  Some sit on folding chairs, some
       stand.  Joe sits in front of them on the edge of a table.
       A blackboard with a layout of the jewelry store is off to
       the right.

       We do a 360 around the men.

                              EDDIE
                 We woulda gotten here sooner, but
                 we got backed up around La Brea
                 and Pico.

                              JOE
                 No hurry.
                         (to the boys)
                 All right, let's get to know one
                 another.  With the exception of
                 Eddie and myself, who you already
                 know, you'll be using aliases.
                 Under no circumstances are you to
                 tell one another your real name or
                 anything else about yourself.
                 That includes where you're from,
                 your wife's name, where you
                 might've done time, about a bank
                 in St. Petersburg you might've
                 robbed.  You guys don't say shit
                 about who you are, where you been
                 or what you've done.  Only thing
                 you guys can talk about is what
                 you're going to do.  This way the
                 only ones who know who the members
                 of the team are are Eddie and
                 myself.  And that's the way I like
                 it.  Because in the unlikely event
                 of one of you getting apprehended
                 by the cops, not that I expect
                 that to happen - it most
                 definitely should not happen - it
                 hasn't happened, you don't have
                 anything to deal with.  You don't
                 know any names.  You know my name,
                 you know Eddie's name.  That I
                 don't care about.  You gotta prove
                 it.  I ain't worried.  Besides,
                 this way you gotta trust me.  I
                 like that.  I set this up and
                 picked the men I wanted for it.
                 None of you came to me, I
                 approached all of you.  I know
                 you.  I know your work, I know
                 your reputation.  I know you as
                 men.  Except for this guy.

       Joe points a finger at Freddy.

       Freddy shits a brick.

                              JOE
                 But he's OK.  If he wasn't OK, he
                 wouldn't be here.  Okay, let me
                 introduce everybody to everybody.
                 But once again, at the risk of
                 being redundant, if I even think I
                 hear somebody telling or referring
                 to somebody by their Christian
                 name...
                         (Joe searches for the
                          right words)
                 ...you won't want to be you.
                 Okay, quickly.
                         (pointing at the men
                          as he gives them a
                          name)
                 Mr. Brown, Mr. White, Mr. Blonde,
                 Mr. Blue, Mr. Orange, and Mr.
                 Pink.

                              MR. PINK
                 Why am I Mr. Pink?

                              JOE
                 Cause you're a faggot.

       Everybody laughs.

                              MR. PINK
                 Why can't we pick out our own
                 colors?

                              JOE
                 I tried that once, it don't work.
                 You get four guys fighting over
                 who's gonna be Mr. Black.  Since
                 nobody knows anybody else, nobody
                 wants to back down.  So forget it,
                 I pick.  Be thankful you're not
                 Mr. Yellow.

                              MR. BROWN
                 Yeah, but Mr. Brown?  That's too
                 close to Mr. Shit.

       Everybody laughs.

                              MR. PINK
                 Yeah, Mr. Pink sounds like Mr.
                 Pussy.  Tell you what, let me be
                 Mr. Purple.  That sounds good to
                 me, I'm Mr. Purple.

                              JOE
                 You're not Mr. Purple, somebody
                 from another job's Mr. Purple.
                 You're Mr. Pink.

                              MR. WHITE
                 Who cares what your name is?  Who
                 cares if you're Mr. Pink, Mr.
                 Purple, Mr. Pussy, Mr. Piss...

                              MR. PINK
                 Oh that's really easy for you to
                 say, you're Mr. White.  You gotta
                 cool-sounding name.  So tell me,
                 Mr. White, if you think "Mr. Pink"
                 is no big deal, you wanna trade?

                              JOE
                 Nobody's trading with anybody!
                 Look, this ain't a goddamn fuckin
                 city counsel meeting!  Listen up
                 Mr. Pink.  We got two ways here,
                 my way or the highway.  And you
                 can go down either of 'em.  So
                 what's it gonna be, Mr. Pink?

                              MR. PINK
                 Jesus Christ, Joe.  Fuckin forget
                 it.  This is beneath me.  I'm Mr.
                 Pink, let's move on.

       CAMERA leaves the team and goes to the blackboard
       with the layout of the jewelry store on it.

                              JOE (OS)
                 Okay fellas, let's get into this.

                                                        CUT TO:


44     EXT. BLEACHERS - DAY

       Freddy and Holdaway sit on some bleachers in an empty
       little league baseball field.

                              HOLDAWAY
                 Okay, we're gonna station men
                 across the street from Karina's
                 Fine Jewelry.  But their orders
                 will be not to move in unless the
                 robbery gets out of control.  You
                 gotta make sure they don't have to
                 move in.  You're inside to make
                 sure that everything goes
                 according to Hoyle.  We have men
                 set up a block away from the
                 warehouse rendezvous.  They got
                 complete visibility of the
                 exterior.  So as soon as Joe Cabot
                 shows up, we'll see it.

                              FREDDY
                 What's your visibility of the
                 interior?

                              HOLDAWAY
                 We can't see shit on the inside.
                 And we can't risk gettin any
                 closer for fear they'll spot us.

                              FREDDY
                 This is bullshit, Jim.  I get all
                 the fuckin danger of having you
                 guys in my back pocket but none of
                 the safety.

                              HOLDAWAY
                 What's the matter, Newendyke?  Job
                 too tough for ya?  No one lied to
                 you.  You always knew we'd hang
                 back until Joe Cabot showed up.

                              FREDDY
                 Oh this is great.  You ain't
                 giving me no fuckin protection
                 whatsoever.  But you are giving me
                 an attitude.

                              HOLDAWAY
                 Since when does an undercover cop
                 have protection?  Freddy, you came
                 into this thing with your eyes
                 wide open, so don't start screamin
                 blind man now.  I understand
                 you're nervous.  I wish the
                 warehouse had more visible
                 windows, but it doesn't.  We have
                 to make do with the cards we're
                 dealt.

                              FREDDY
                 I didn't say I wasn't gonna do it.
                 I'm just remarking on how shitty
                 the situation is!

                              HOLDAWAY
                 I don't mean to be harsh with ya,
                 but I've found tough love works
                 best in these situations.  We have
                 to get Joe Cabot in the company of
                 the thieves and in the same
                 vicinity as the loot.
                 We don't care about these other
                 bastards.  We're willing to offer
                 them good deals to testify against
                 Cabot.

                              FREDDY
                 Isn't this risk unorthodox?

                              HOLDAWAY
                 What?

                              FREDDY
                 Letting them go ahead with the
                 robbery?

                              HOLDAWAY
                 The whole idea behind this
                 operation is to catch Joe Cabot
                 red-handed.  We bust these hired
                 hands, we ain't accomplished shit.
                 Letting them go through with the
                 heist is a risk, but Cabot's jobs
                 are very clean.  We got people
                 surrounding the perimeter.  We got
                 a guy and a gal on the inside
                 posing as a couple shopping for
                 rings.  We could replace the
                 employees with cops, but we'd run
                 the risk of tipping 'em off.

                              FREDDY
                 That's out.  They know the faces
                 of who works what shift.

                              HOLDAWAY
                 These guys are professionals.
                 We're professionals.  It's a risk,
                 but I think it's a calculated
                 risk.


45     EXT. KARINA'S FINE JEWELRY - DAY

       We see MOS SHOTS of the outside of the jewelry store.

       CUSTOMERS coming and going.  STORE CLERKS waiting on
       customers through the windows.

       While we look at this we HEAR over the soundtrack Mr.
       White and Freddy talking OFF SCREEN.

                              MR. WHITE (VO)
                 Let's go over it.  Where are you?

                              FREDDY (VO)
                 I stand outside and guard the
                 door.  I don't let anybody come in
                 or go out.

                              MR. WHITE (VO)
                 Mr. Brown?

                              FREDDY (VO)
                 Mr. Brown stays in the car.  He's
                 parked across the street till I
                 give him the signal, then he pulls
                 up in front of the store.

                              MR. WHITE (VO)
                 Mr. Blonde and Mr. Blue?

                              FREDDY (VO)
                 Crowd control.  They handle
                 customers and employees in the
                 display area.


46     INT. MR. WHITE'S CAR (PARKED) - DAY

       Mr. White and Freddy sit in a car parked across the street
       from the jewelry store, staking it out.

                              MR. WHITE
                 Myself and Mr. Pink?

                              FREDDY
                 You two take the manager in the
                 back and make him give you the
                 diamonds.  We're there for those
                 stones, period.  Since no display
                 cases are being fucked with, no
                 alarms should go off.  We're out
                 of there in two minutes, not one
                 second longer.  What if the
                 manager won't give up the
                 diamonds?

                              MR. WHITE
                 When you're dealing with a store
                 like this, they're insured up the
                 ass.  They're not supposed to give
                 you and resistance
                 whatsoever.  If you get a customer
                 or an employee who thinks he's
                 Charles Bronson, take the butt of
                 your gun and smash their nose in.
                 Drops 'em right to the floor.
                 Everyone jumps, he falls down,
                 screaming, blood squirts out his
                 nose.  Freaks everybody out.
                 Nobody says fuckin shit after
                 that.  You might get some bitch
                 talk shit to ya.  But give her a
                 look, like you're gonna smash her
                 in the face next.  Watch her shut
                 the fuck up.  Now if it's a
                 manager, that's a different story.
                 The managers know better than to
                 fuck around.  So if one's givin
                 you static, he probably thinks
                 he's a real cowboy.  So what you
                 gotta do is break that son-of-a-
                 bitch in two.  If you wanna know
                 something and he won't tell you,
                 cut off one of his fingers.  The
                 little one.  Then you tell 'im his
                 thumb's next.  After that he'll
                 tell ya if he wears ladies
                 underwear.  I'm hungry, let's get
                 a taco.

                                                        CUT TO:


47     EXT. ALLEY - DAY

       It's the moment of the robbery.  The alley is empty.

       In the distance we hear all hell breaking loose.  Guns
       FIRING, people SHOUTING and SCREAMING, sirens WAILING,
       glass BREAKING...

       A car whips around the corner, into the alley.

       The doors BURST open, Freddy and Mr. White hop out.

       Freddy opens the driver's side door.  A bloody SCREAMING
       Mr. Brown FALLS out.

                              MR. BROWN
                         (screaming)
                 My eyes!  My eyes!  I'm blind, I'm
                 fucking blind!

                              FREDDY
                 You're not blind, there's just
                 blood in your eyes.

       Mr. White loads his two .45 automatics.  He RUNS to the
       end of the alley just as a police car comes into SIGHT.

       FIRING both .45's, Mr. White massacres everyone in the
       patrol car.

       Freddy, holding the dying Mr. Brown, looks on at Mr.
       White's ambush in shock.

       Mr. Brown lifts his head up, blood in his eyes.

                              MR. BROWN
                 Mr. Orange?  You're Mr. Orange,
                 aren't you?

       By the time Freddy turns his head back to him, Mr. Brown
       is dead.

       Mr. White RUNS up to Freddy.

                              MR. WHITE
                 Is he dead?

       Freddy doesn't answer, he can't.

                              MR. WHITE
                 Did he did or not?

       Freddy, scared.

                              FREDDY
                 I'm sorry.

                              MR. WHITE
                 What?  Snap out of it!

       Mr. White GRABS Freddy by the coat and YANKS him along as
       he RUNS.

       They EXIT the alley and FLEE down a street.

       A car with a FEMALE DRIVER comes up on the two men.

       Mr. White JUMPS in her path, stopping the car.  He points
       his jun at her.

                              MR. WHITE
                 Get us outta here!

       Mr. White climbs into the backseat.

       Freddy starts to climb in.

       The Female driver comes up with a gun from under her seat.

                              MR. WHITE
                 The bitch's got a gun!

       She SHOOTS Freddy in the stomach.

       On instinct Freddy brings up his gun and SHOOTS her in the
       face.


       C.U. ON FREDDY

       as he FALLS to the ground he realizes what's happened
       to him and what he's done.  SLOW MOTION.

       Mr White DRAGS the dead female driver out of the car.  He
       SHOVES Freddy in the backseat and DRIVES away.


48     INT. GETAWAY CAR (MOVING) - DAY

       Freddy holding his stomach and doubled over in pain is
       CRYING.

       We replay the scene between Freddy and Mr. White in the
       getaway car.  Except this time, we never leave Freddy.

                              MR. WHITE (OS)
                 Just hold on buddy boy.

                              FREDDY
                 I'm sorry.  I can't believe she
                 killed me...


       CUT FROM FREDDY IN THE BACKSEAT TO:


49     INT. NICE GUY EDDIE'S CAR (MOVING) - DAY

       Mr. Pink is behind the wheel, Nice Guy Eddie is in the
       passenger seat going through the satchel with the
       diamonds.  Mr. White is in the backseat.  The car is
       SPEEDING back to the garage.

                              EDDIE
                         (looking through the
                          case)
                 You know, all things considered,
                 this was pretty successful.

                              MR. WHITE
                 I don't believe you just said
                 that.

                              EDDIE
                 No, it was messy as hell, but do
                 you realize how much you got away
                 with?  There's over two million
                 dollars worth of diamonds here.

                              MR. PINK
                 I love this guy.

                              EDDIE
                 Hey, what's done is done.  We can
                 all sit around and have a big cry
                 about it or we can deal with the
                 situation at hand.

                              MR. WHITE
                 The situation as hand isn't that
                 fuckin satchel.  You and Joe have
                 a responsibility to your men.

                              EDDIE
                 Hey, it's the best I could do.

                              MR. WHITE
                 The man is fucking dying.

                              EDDIE
                 And I'm telling you, Bonnie'll
                 take care of him.

                              MR. WHITE
                 He needs a doctor, not a fuckin
                 nurse.

                              EDDIE
                 Ask me how many doctors I called.
                 You wanna embarrass yourself, ask
                 me how many doctors I called.

                              MR. WHITE
                 Obviously not enough.

                              EDDIE
                 Fuck you! You gotta little black
                 book, then whip is out.  If not,
                 listen how it is.  I called three
                 doctors and couldn't get through
                 to shit.  Now, time being a
                 factor, I called Bonnie.  Sweet
                 broad, helluva broad, and a
                 registered nurse.  Told her a
                 bullshit story, upside:  she said
                 bring him to her apartment.

                              MR. WHITE
                 If he dies I'm holding you
                 personally responsible.

                              EDDIE
                 Fuck you buddy boy!  Okay, you
                 wanna play that way.  I am
                 personally leaving myself
                 vulnerable with this Bonnie
                 situation.  I don't think she'll
                 call the cops, but I don't know
                 for sure.  But me being too nice-
                 a-fuckin-guy was willin to risk
                 it.  But no fuckin more.
                         (he grabs his
                          portable phone)
                 I'm callin Bonnie back and tellin
                 her to forget it.  You take care
                 of your friend, you know so much
                 about it.

                              MR. PINK
                 Goddamnit, will you guys grow up!

                              EDDIE
                 I don't need to grow up, my
                 friend.  I am a grown up.  I'm
                 being responsible, I'm taking care
                 of business.

                              MR. WHITE
                 Cut the shit!  I don't think you
                 called anybody except some cooze
                 you once fucked, who happens to
                 wear orthopedic shoes.  And I
                 don't think that's good enough
                 care for a gut-shot man.

                              EDDIE
                 Yeah, well I don't give a flying
                 fuck what you think!

                              MR. PINK
                         (to Mr. White)
                 Look, he's not sayin this bitch is
                 gonna operate on him.  She's gonna
                 give him better attention than we
                 can until we can get a doctor.
                 Nobody's forgotten about doctors.
                 Joe'll get one in a snap.  This is
                 something we're doing in the
                 meantime.  I think both of you are
                 actin like a couple of assholes.

                              EDDIE
                 Yeah, right.  I arrange a nurse, I
                 leave myself wide open, and I'm an
                 asshole.


50     INT. WAREHOUSE - DAY

       MEDIUM SHOT on the door.  Nice Guy Eddie, Mr. White and
       Mr. Pink walk through it.  They stop in their tracks.

       We see what they see.  Mr. Blonde, lying on the ground,
       shot full of holes.  The cop slumped over in his chair, a
       bloody mess, Mr. Orange lying at the cop's feet, holding
       his wound.  Eddie, Mr. White and Mr. Pink walk into the
       shot.

                              EDDIE
                 What the fuck happened here?

       Eddie runs over to his friend Mr. Blonde/Toothpick Vic.

                              MR. WHITE
                         (to Mr. Orange)
                 What happened?

                              MR. ORANGE
                         (very weakly)
                 Blonde went crazy.  He slashed the
                 cop's face, cut off his ear and
                 was gonna burn him alive.

                              EDDIE
                         (yelling)
                 Who cares what he was gonna do to
                 this fuckin pig?

       Eddie whips out his gun and SHOOTS the cop.  The cop and
       the chair tip over.  Eddie stands over him and SHOOTS him
       once more.

                              EDDIE
                         (to Mr. Orange)
                 You were saying he went crazy?
                 Something like that?  Worse or
                 better?

                              MR. ORANGE
                 Look, Eddie, he was pullin a burn.
                 He was gonna kill the cop and me.
                 And when you guys walked through
                 the door, he was gonna blow you to
                 hell and make off with the
                 diamonds.

                              MR. WHITE
                         (to Eddie)
                 Uhuh, uhuh, what's I tell ya?
                 That sick piece of shit was a
                 stone cold psycho.

                              MR. ORANGE
                         (to Eddie)
                 You could've asked the cop, if you
                 didn't just kill him.  He talked
                 about what he was going to do when
                 he was slicing him up.

                              EDDIE
                 I don't buy it.  It doesn't make
                 sense.

                              MR. WHITE
                 It makes perfect fuckin sense to
                 me.  Eddie, you didn't see how he
                 acted during the job, we did.

       Mr. Pink walks over to the cop's body.

                              MR. PINK
                 He's right about the ear, it's
                 hacked off.

                              EDDIE
                         (to Mr. Orange)
                 Let me say this out loud, just to
                 get it straight in my mind.
                 According to you, Mr. Blonde was
                 gonna kill you.  Then when we came
                 back, kill us, grab the diamonds,
                 and scram.  That's your story?
                 I'm correct about that, right?

                              MR. ORANGE
                 Eddie, you can believe me or not
                 believe me, but it's the truth.  I
                 swear on my mother's eternal soul
                 that's what happened.

       The CAMERA mover into a C.U. of Nice Guy Eddie.

       There's a long pause while he rolls over what Mr. Orange
       has said.  Finally:

                              EDDIE
                 You're a fuckin liar.  Now why
                 don't you drop the fuckin fairy
                 tale and tell me what really
                 happened?

                              MR. WHITE (OS)
                 He told you what really happened.
                 You just can't deal with it.

                              MR. ORANGE (OS)
                 Okay, you're right, I'm lying.
                 Even though I'm fuckin dyin I'm
                 not above pullin a fast one.  Get
                 rid of Blonde, we share his split
                 - no, scratch that, I shot him
                 'cause I didn't like his hair
                 style.  I didn't like his shoes
                 either.  If it has just been his
                 hair, I'd've maybe, maybe I said,
                 let him live.  But hair and
                 footwear together, he's a goner.

                              EDDIE
                 The man you killed was just
                 released from prison.  He got
                 caught at a company warehouse full
                 of hot items.  He could've walked
                 away.  All he had to do was say my
                 dad's name.  But instead he shut
                 his mouth and did his time.  He
                 did four years for us, and he did
                 'em like a man.  And we were very
                 grateful.  So, Mr. Orange, you're
                 tellin me this very good friend of
                 mine, who did four years for my
                 father, who in four years never
                 made a deal, no matter what they
                 dangled in front of him, you're
                 telling me that now, that now this
                 man is free, and we're making good
                 on our commitment to him, he's
                 just gonna decide, right out of
                 the fuckin blue, to rip us off?

       Silence.

                              EDDIE
                 Mr. Orange, why don't you tell me
                 what really happened?

                              VOICE (OS)
                 Why?  It'll just be more bullshit.

       Eddie steps out of his C.U. and we see Joe Cabot standing
       in the warehouse doorway.  He walks into the room.

                              JOE
                         (pointing to Mr.
                          Orange)
                 This man set us up.

       CAMERA does a 360 around the men.

                              EDDIE
                 Daddy, I'm sorry, I don't know
                 what's happening.

                              JOE
                 That's okay, Eddie, I do.

                              MR. WHITE
                         (to Joe)
                 What the fuck are you talking
                 about?

                              JOE
                         (pointing to Mr.
                          Orange)
                 That piece of shit.  Workin with
                 the cops.

                              MR. WHITE   MR. PINK   EDDIE
                 What?

                              JOE
                 I said this lump of shit is workin
                 with the LAPD.


       MR. ORANGE'S POV

       Looking up from the floor at everybody.

       Joe looks down at Mr. Orange.

                              JOE
                 Aren't you?

                              MR. ORANGE (OS)
                 I don't have the slightest fuckin
                 idea what you're talkin about.

                              MR. WHITE
                         (very calmly to Joe)
                 Joe, I don't know what you think
                 you know, but you're wrong.

                              JOE
                 Like hell I am.

                              MR. WHITE
                         (very calmly)
                 Joe, trust me on this, you've made
                 a mistake.  He's a good kid. I
                 understand you're hot, you're
                 super-fuckin pissed.  We're all
                 real emotional.  But you're
                 barking up the wrong tree.  I know
                 this man, and he wouldn't do that.

                              JOE
                 You don't know jack shit.  I do.
                 This rotten bastard tipped off the
                 cops and got Mr. Brown and Mr.
                 Blue killed.

                              MR. PINK
                 Mr. Blue's dead?

                              JOE
                 Dead as Dillinger.

                              EDDIE
                 The motherfucker killed Vic.

                              MR. WHITE
                 How do you know all this?

                              JOE
                 He was the only one I wasn't a
                 hundred percent on.  I should have
                 my fucking head examined for goin
                 forward when I wasn't a hundred
                 percent.  But he seemed like a
                 good kid, and I was impatient and
                 greedy and all the things that
                 fuck you up.

                              MR. WHITE
                         (screaming)
                 That's your proof?

                              JOE
                 You don't need proof when you got
                 instinct.  I ignored it before,
                 but not no more.

       He WHIPS out a revolver and aims it at Mr. Orange.

       Mr. White brings his .45 up at Joe.

       Eddie and Mr. Pink are shook awake by the flash of
       firearms.

       Eddie raises his gun, pointing it at Mr. White.

                              EDDIE
                 Have you lost your fucking mind?
                 Put your gun down!

       Mr. Pink fades into the B.G., wanting no part of this.

                              MR. WHITE
                 Joe, you're making a terrible
                 mistake I can't let you make.

                              EDDIE
                 Stop pointing your fuckin gun at
                 daddy!

       Joe, never taking his eyes off Mr. Orange.

                              JOE
                 Don't worry, Eddie.  Me and Larry
                 have been friends a long time, he
                 ain't gonna shoot.  We like each
                 other too much.

                              MR. WHITE
                 Joe, if you kill that man, you die
                 next.  Repeat, if you kill that
                 man, you die next!

       We get many different angles of the Mexican standoff.


       MEDIUMS ON EVERYBODY

       Mr. Orange holding his belly, looking from left to right.

       Joe pointing down on Mr. Orange.  Not taking his eyes off
       him.

       Mr. White pointing at Joe, looking like he's ready to
       start firing any minute.

       Eddie scared shitless for his father, gun locked on Mr.
       White.

       Mr. Pink walking backwards away from the action.

       Nobody says nothing.


       FOUR SHOT

       of guys ready for violence.  Mr. Pink in the B.G.

                              MR. PINK
                 C'mon, guys, nobody wants this.
                 We're supposed to me fuckin
                 professionals!

       Joe raises his head to Mr. White.

                              JOE
                 Larry, I'm gonna kill him.

                              MR. WHITE
                 Goddamn you, Joe, don't make me do
                 this!

                              JOE
                 Larry, I'm askin you to trust me
                 on this.

                              MR. WHITE
                 Don't ask me that.

                              JOE
                 I'm not askin, I'm betting.

       Joe's eyes go back to Mr. Orange.

                              EDDIE
                 Daddy, don't!

       Joe FIRES three times, HITTING Mr. Orange with every one.

       Mr. White SHOOTS Joe twice in the face.  Joe brings his
       hands up to his face, screaming, and falls to the ground.

       Eddie FIRES at Mr. White, HITTING him three times in the
       chest.

       Mr. White brings his gun around on Eddie and SHOOTS him.

       The two men FALL to their knees, FIRING at each other.

       Eddie COLLAPSES, dead.

       Joe's dead.

       Mr. Orange lies perfectly still, except for his chest
       heaving.  The only SOUND we hear is his loud breathing.

       Mr. White is SHOT full of holes, but still on his knees,
       not moving.

       Mr. Pink is standing motionless.  Finally he grabs the
       satchel of diamonds and RUNS out the door.

       We hear outside a CAR START.  Then the SOUND of a BULLHORN
       yells out:

                              POLICE FORCE (OS)
                 Freeze! Get out of the car and lie
                 face down on the ground!

                              MR. PINK (OS)
                 Don't shoot!

       We now hear SIRENS, the SOUNDS of more CARS DRIVING UP,
       MEN RUNNING to the warehouse.

       While all this noise is going on, Mr. White tries to stand
       but FALLS DOWN.  He somehow makes it to where Mr. Orange
       lies.

       He lifts Mr. Orange's head, cradling it in his lap and
       stroking his brow.

                              MR. WHITE
                         (with much effort)
                 Sorry, kid.  Looks like we're
                 gonna do a little time.

       Mr. Orange looks up at him and, with even more of an
       effort:

                              MR. ORANGE
                 I'm a cop.

       Mr. White doesn't say anything, he keeps stroking Orange's
       brow.

                              MR. ORANGE
                 I'm sorry, I'm so sorry.

       Mr. White lifts his .45 and places the barrel between Mr.
       Orange's eyes.

       The CAMERA MOVES into an EXTREME C.U. of Mr White.

       The SOUNDS of outside STORM inside.  We don't see
       anything, but we HEAR a bunch of shotguns COCKING.

                              POLICE FORCE (OS)
                 Freeze, motherfucker!  Drop your
                 fucking gun!
       
       Mr White looks up at them, smiles, PULLS the trigger.

       BANG

       We hear a BURST of SHOTGUN FIRE.

       Mr. White is BLOWN out of frame, leaving it empty.


Reservoir Dogs



Writers :   Quentin Tarantino
Genres :   Action  Crime  Thriller


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