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ALL SCRIPTS



    S T R A N G E   D A Y S

    by James Cameron & Jay Cocks

    from a story by James Cameron

    AUGUST 11, 1993

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

    1:06 AM DEC 30, 1999

    Blackness.  We hear:

                             VOICE
              Ready?

                             SECOND VOICE (LENNY)
              Yeah.  Boot it.

    A burst of bright white static exploding across the
    darkness.  A high whine on the audio track gives way to
    street sounds and rapid breathing.

    AN IMAGE wavers and stabilizes: A nervous POV.  We're in a
    car, sitting in the backseat, and we're nervous, the view
    swinging around, showing the street rolling by outside the
    windows, then whipping back to the two guys in the front
    seat.

    Our POV looks down at a SMALL RECORDING DEVICE in "our"
    hands.  A red LED is flashing.  We slip the recorder into
    a coat pocket.

                             OUR VOICE
              Okay.  It's goin'.  I'm recording.

    The guy riding shotgun, LANE, is just pulling a pantyhose
    over his head, smearing his features into a pig-like mask.
    He turns, DIRECTLY TO THE LENS, pissed off.

                             LANE
              Good one, dickhead.  Thanks for
              waitin' till I get this fuckin thing
              on.  You tryin' ta I.D. me, or
              what?

    He tosses another pantyhose right at us and we catch it.
    Our POV looks down, into the pantyhose, which comes up
    over our field of view.

    We realize: this is not some ride-along verite video.

    WE ARE ONE OF THESE GUYS.  Real honest-to-God point of
    view, with no cuts, no music.  This is not film, it is
    human experience.

    The driver is a Hispanic guy named "SPAZ" DIAZ.  Lane is a
    white guy who looks very strung out.  Couple of
    crackheads.  The car is a mid-seventies barge, piebald
    with primer.

                             LANE
              Next alley... just pull in slow.
                      (turning to us)
              Hurry up will ya.  Here.

    He hands us a big stainless steel revolver.  The POV looks
    down as our shaky hands snap open the cylinder, check the
    rounds, snap it closed.

    Diaz pulls the barge into an alley.  The headlights
    illuminate overflowing dumpsters.  A Chicano busboy is
    making trash runs out the back door of a restaurant, which
    he has chocked open.  The busboy goes back inside.

                             LANE
              Let's go.

    Out of the car, quickly, our own breathing loud in our
    ears.  We even hear our own heartbeat, racing now.
    Through the door, after Lane, moving fast.

    Into the kitchen.  Fluorescent glare.  The busboy turning,
    surprised, Lane putting the shotgun in his face.  Freezing
    him.  Lane puts a finger to his lips: "quiet" in any
    language.

    Our hand puts the magnum in the THAI COOK's face.  We get
    them down on the greasy floor, Lane controlling them with
    the shotgun.  He looks at us, snaps his eyes toward the
    front room.

    We hear voices as we approach the swing door.  Go through.

    Whip pan left, then right.  Scoping the layout.  Low-rent
    THAI place.  Red wallpaper.  Closing time.  Middle-aged
    Thai OWNER, by the cash-register, counting money.  Young
    Thai WAITRESS, cleaning up.  They look up, stunned, as we
    put the gun on them.

                             OUR VOICE
                      (shouting, edgy)
              Don't move, don't talk, don't do
              nothing.

    Our POV is whipping around, from the front door to the
    owner to the kitchen where Lane is standing in the doorway
    covering the cook and busboy, back to the owner as he
    steps back from the cash-register.

    We scoop up the big wad of bills: seven, eight hundred
    bucks in tens and fives.

    Now yelling, herding the owner and the waitress into the
    kitchen, the owner trying to calm the girl in singsongy
    Thai, Lane shouting at him to shut up.

    Into the walk-in cooler.  The steel door closes on four
    scared pair of eyes.  POV looking around, seeing... a
    dish-rack.  Our hand pulls out a spoon, drops the spoon
    handle through the hole in the cooler door-latch.  Locking
    them in.

    Lane heading out the back door.  Laughing, as he looks at
    the wad of cash our hand is waving in front of him.
    We follow Lane to the car.  Snap a look down the alley one
    way, then the other.

    Shit!  Cop Black-and-White pulling into the far end of the
    alley.  Heartbeat goes triple time.  Scrambling into the
    car.

    Door not even closed and SPAZ has it in reverse, burning
    rubber as he launches back down the alley.
    SCRUNCH!  The car grinds along one wall as SPAZ steers
    wildly backward.  Sparks right next to us.  Then--
    KBOOM!  As we slam into a dumpster and push it right out
    into the street.

    The cop has his lights and siren on, and is roaring at us
    as SPAZ cranks the wheel and punches it down the street.
    He curses in English and Spanish as he weaves between
    cars.  We pull off the stocking to see better.

    The cop car surges onto the street behind us.

    Looking ahead.  A red light.  Cars stopped, blocking the
    way.  Cutting to the right, onto the sidewalk, around the
    cars, into the intersection.

    A near miss with cross traffic, then accelerating.
    Another red light ahead.

                             LANE
              Don't stop!

    Truck entering the intersection.  Everyone yelling.  SPAZ
    cuts the wheel but too late...

    Clipping the truck and spinning.
    The street outside smearing past like the view from a
    Tilt-a-whirl.

    Then KBLAM!  Hitting something, God-knows-what, and
    launching up and over, and--

    KRUNCH!  Crushing metal and an explosion of broken glass.

    It gets quiet and still.  Tinkling glass as Lane moves.
    Then SPAZ is screaming.  The car is upside down.

    Crawling out of the side window.  A frenzy now.
    Whip pan to see the cops pulling up.

    Then whipping back to the wreck.  The engine is burning.
    Flames spreading rapidly.  SPAZ inside, pinned, upside
    down, blood pumping across his face.

    Our hands pulling Lane out.  He comes up running.

    We run after him, sprinting toward the welcoming darkness
    of an alley.

    Panting breath and heartbeats and sirens and somebody
    yelling.
    Gunshots.  Looking back.  Cops next to their car, firing.
    Ahead, Lane running into shadow.

    Then a door opening, a man coming out of a metal firedoor.
    Lane grabbing him, throwing him out of the way, holding
    the door open as we dive through into--

    A stairwell.  Lane sprinting up, two steps at a time.
    Trying the door at the second floor landing.  Locked.
    Shit.

    Running up.  Dizzying whirl as we run, up and up.

    The POV is finally broken by a...

                                                 CUT TO:

    INT.  UNDERGROUND GARAGE

    But we don't know where we are yet.  We see a man in
    extreme close-up: just his eyes and mouth.  The eyes are
    closed, the eyeballs tracking under the lids, like he is
    watching a movie in there.  This is LENNY.

                             LENNY
              This is great... the doors are all
              locked.  Who are these losers,
              friends of yours?

                                                 CUT TO:

    BACK TO POV as we reach the fifth floor landing.  Lane is
    coming unglued as he finds this door locked.  We look
    down, see cops coming two floors below.  One cranks off a
    couple rounds at us and we snap back from the railing.
    Pounding up the last flight.  Finally!  The door is
    unlocked.

    Blasting through it, behind Lane, onto the roof.  Running
    all out past AC units and pipes, air vents.  Looking up:
    an LAPD helicopter orbiting close.  It flicks the xenon
    onto us and we are running in a vibrating circle of blue
    daylight.

    Running along the edge of the roof.  Looking down.  Car
    burning upside down in the street below.  The gas tank
    explodes, filling the street with orange light.  We don't
    slow.  We're running all out.

                             LENNY (V.O.)
              Wow... the gas tank is a nice touch.
              Oh, oh, end of the line boys.

    Ahead, in POV we see the edge of the roof coming up.
    Beyond it is another building, about ten feet lower and
    separated by a 20 foot alley.

    But Lane doesn't slow down.  He leaps across the void and
    makes it to the other building, landing in a sprawl.
    We reach the edge and look down.  Six stories.  No ladders
    or fire-escapes.  Whip to behind us.  Cops running across
    the roof.

                             LANE
              Come on!  Fucking jump man!

    The POV backs up from the edge and then runs toward it...
    Out into the void.  Moving... airborne... then...
    WHAM!  Right into the parapet wall.

    Slipping down.  Brick wall right in our face.  Bloody
    fingers grabbing for a rusty piece of pipe running along
    the edge.

    Looking down... feet dangling over a sixty foot drop.
    A cat walking through a patch of light in the alley below,
    oblivious.
    Breathing raspy.  Snapping a look up as the pipe gives
    way.
    A keening whine coming from us as we scramble to climb up
    but...
    Snapping a look down--
    Walls rushing past, sound of wind, and our own raspy
    scream--
    Ground rushing up--

    Split second impression of a cat, looking up, yowling and
    running out of the way as--
    Pavement fills frame.  A burst of violent red light.
    Sound like a gunshot... but no echo.

    Only silence.  And blackness.

                                                CUT TO:

    INT.  UNDERGROUND PARKING GARAGE

    Lit by miles of fluorescent.  Empty and echoing.  Close on
    Lenny.  He has something on his head.  Something that
    looks like a mutated set of Walkman headphones, except
    they have little gecko fingers that fit along the temples
    and over the forehead.  PLAYBACK "TRODES".  Lenny whips
    off the trodes, gasping as if he got gutpunched.

                             LENNY
              Goddamnit!  You know I don't deal in
              snuff.  How many times I hafta tell
              you?!

    Lenny is with a guy everybody knows as "TICK", a pale-
    skinned creature of the night in T-shirt and leather
    jacket.  Tick is a bottomfeeder in the techno-underground
    of the near future.

                             TICK
              Don't have a fucking coronary, Lenny.

                             LENNY
              Well you could've at least warned
              me.  You know I hate the zap... when
              they die.  It just brings down your
              whole day.  Jeez, Tick.

                             TICK
              Sorry.

    LENNY NERO is low thirties.  Handsome.  Charming.  And you
    better check to see if you still have your ring after you
    shake with him.  He is wearing an expensive Italian
    jacket, and what he thinks of as a "power tie." His Rolex
    isn't real.  His greasy hair is too long and curls around
    his collar.  He needs to shave.  A little sleazy.  But he
    has energy, and heavy street smarts.

    Lenny is sitting on the hood of his '97 BMW 1035i.  Tick
    is facing him, sitting in the back of his beat-to-shit
    70's van.  There are a lot of tapes and tech stuff piled
    inside the van.  Lenny has a Haliburton case open next to
    him, like a drug dealer.  In fact the whole setup looks
    like a drug deal, but it's not.  Though it is illegal.
    The case holds Lenny's personal playback deck, his trodes,
    and a rack of the little tapes in which he deals.  They
    are about the size of DAT tapes, and hold about 30 minutes
    of sensory experience... everything a person sees, hears,
    and feels... recorded directly from the cerebral cortex at
    the moment it is happening.

                             LENNY
              How'd you get the tape?  Why didn't
              the cops put it in evidence?

                             TICK
              With all the blood I guess they
              didn't see the rig.  Guy had it
              under a wig.

                             LENNY
              Yeah, but how'd it get to you?

                             TICK
              I got ways, Lenny, I got ways.
                      (off Lenny's impatient
                       look)
              Okay, okay... I got a deal with some
              a the paramedics.  My guy pages me
              and I pick it up at the morgue.  So
              whaddya think?  This clip's gotta be
              worth at least a grand.  Right?

                             LENNY
              Tick.  Not to dash your hopes, but I
              don't deal this kind of product, you
              know that.  I'll give you four for
              it, cause I've gotta cut off the
              last bit.  And my customers want
              uncut.

                             TICK
              Fuck that!  The last part's the
              best.  You dry-dive six stories and
              blammo!  Jack right into the Big
              Black.

                             LENNY
              I don't deal black-jack clips!  It's
              policy.  I got ethics here.

                             TICK
              Yeah, when did that start?  Come on,
              man!  It's what people want to see,
              and you know it.

                             LENNY
              So lay it off to somebody else.

                             TICK
              Come on, Lenny.  I got expenses.  I
              got to get this rig fixed.  Look at
              it...

    Tick holds up a zip-lock bag containing the Walkman-sized
    stainless steel CORTICAL RESONANCE RECORDER, the record
    deck we saw earlier in the POV.  Also in the bag is the
    SQUID NET, a matrix of sensors designed to conform to the
    human head (this is different from playback trodes).  The
    whole works are covered with congealed blood.

                             TICK
              Give me six at least.  This's a good
              clip, here.  Gets you pumpin'.

                             LENNY
              Yeah, well, the first part's okay.
              Better than the usual soaps you
              bring me.

                             TICK
              Now that is cold, Lenny.  I always
              bring you choice.

    Lenny fishes around in a cardboard box at Tick's feet,
    pulling out a tape.

                             LENNY
              Sure, like this low-grade shit here,
              some girl in a fight with her
              boyfriend... it's a test-pattern.
              Nothing happens.  I'm snorin'.

                             TICK
              Hey, you're always saying, 'Bring me
              real life.  Bring me street life.
              And, like, one man's mundane and
              desperate existence is another man's
              Technicolor.'

                             LENNY
              I said that?  Look, I'll take it for
              five, and you'll make out okay,
              because in this case it's pure
              cream, you don't have to cut
              anything back to the wearer.

                             TICK
              Ha!  That's for fucking sure.

                             LENNY
              What else you got?

                                                CUT TO:

    MONTAGE/SERIES OF SHOTS

    Lenny in his BMW, driving through the LA streets.
    Streetlights and neon flare across the windshield in a
    calligraphy of light.  Lenny works the cellular, gets
    messages on his DIGITAL PAGER, weaves in and out of
    traffic -- punches the buttons on his radio, changing
    stations all the time.  Raw, nervous energy: like a kid
    who can't stay still.  It's a hard hustle in the big food
    chain.

                             LENNY
              Look, Jerr.  I'm nothing if not a
              man of my word.  I'll drop the money
              by tomorrow, next day latest.  It's
              a little crazed right now.  Yeah, on
              my mother's eyes, I swear.  Thanks,
              buddy.
                      (hangs up)
              Prick.
                      (to the car ahead
                       honking)
              What kinda move you call that?!
              Lemmings.

    Lenny turns up the radio.  SELECTED DRIVE-BY IMAGES, as
    the talk-radio provides commentary.

    Lenny's car passing under glowing Santa Clauses on the
    light-poles.  Banners proclaiming the coming "Millennium
    LA" festivities.

                             TALK-RADIO HOST
              ... it's a little after 2 am on
              December 30th, 1999... the second to
              last day of the whole darn century,
              and the phone lines are open.  Dan
              from Silverlake, you're on the air.

    Transition to a rougher section of town.  Buildings roll
    by endlessly, tagged by gangs in graphic tribal patterns.
    some are burnt-out ruins.

                             DAN FROM SILVERLAKE
              Uh, hi.

                             HOST
              So Dan, are you looking forward to
              the New Year?

    A building is burning out of control.  In the foreground,
    silhouetted, a drunk sleeps soundly on a bus-bench.

                             DAN
              Not really.  I mean what's the
              point?  Nothing changes New Years
              day.  The economy sucks, gas is over
              three bucks a gallon, fifth grade
              kids are shooting each other at
              recess... the whole thing sucks,
              right?  So what the hell are we
              celebrating?

    A shanty-camp of homeless people under a freeway overpass.
    Homes made of cardboard and carpet remnants.  Their lives
    in shopping carts.

                             HOST
              You're a glass-is-half-empty kind of
              guy, aren't you Dan?  Well I for one
              happen to think that us making it
              2000 years is worth celebrating--

    Lenny cuts him off, punching to another station, and MUSIC
    blasts.  Something fast... a rap-metal hybrid.  Anger and
    energy.

    WE CUT IN fast blitzes of images like a burst of automatic
    weapons fire: helicopters on patrol, people running in the
    streets, buildings smoldering, fists raised, shouting
    people, paramedics rushing a body into an ambulance,
    Korean store owners armed to the teeth, a body covered by
    a yellow plastic sheet, blood running down the gutter.
    Cops in riot gear, with M-16s, on patrol in a Hispanic
    neighborhood.

    BACK TO LENNY coming out of a bar with a nervous
    businessman.  We don't hear the conversation.  MUSIC OVER.
    Lenny palms a roll of bills from the guy as he slips a
    squid tape into the pocket of the businessman's suit
    jacket.  Lenny claps him on the shoulder and walks away.
    Lenny's beeper goes off and he pauses to look at the
    number.

    ON LENNY DRIVING.

    Ahead, through the windshield we see a police checkpoint.
    The cops have thrown a block across the street and are
    shinning their lights in the cars as they creep through.
    Lenny slaps his ID against the side window with one hand,
    not missing a beat in his conversation.  This is just part
    of life in LA.

                             LENNY
                      (on cellular)
              Jimbo.  I'm there, Jimmy.  Right now,
              can't you hear me knockin'?

    CUT TO LENNY working his way through a crowded club, music
    pounding.  Strobe lights.  We don't see much.  He hears
    his phone rings and pulls the tiny DIGITAL CELLULAR out of
    his breast pocket.  Sticks a finger in his other ear and
    answers.

    CUT TO LENNY, back in the BMW, on the streets.  On the
    move.

                             LENNY
              -- so you line up the talent, shoot
              the clip, get it to me by Monday.
              OK?  Client wants a guy and two
              girls, the guy wears... yeah, I
              know, thinks he's being original.
              Girls have to be young.  So don't
              use your mother like you usually do.
              Yeah, you too, pendejo.  And no big
              tits... French tits.  That's it...
              like Champagne glasses... you got
              it.  What a pro.  Page me.

    LENNY PULLS UP to the security checkpoint of a gated
    community.  The white upper-middle class hiding behind
    walls and paid security.

                             LORI
              If you read the Bible, Mark, you'd
              know that there won't be another
              thousand years.  Right now we are in
              the Last Days, as foretold in the
              book of--

                             HOST
              The Last Days?  You mean the coming
              of the Apocalypse, right?  The
              Rapture?

    Lenny fishes around in the glove compartment, flipping
    through about twenty plastic security passes for different
    parts of town, all bogus.  He finds the right one and
    flips it onto the dash.

                             LORI
              Yes, that's right.  You only have to
              look at the signs... there are wars
              and rumors of wars--

    The RENT A COP at the guardshack hits him with his light.

                             LENNY
                      (lying)
              I live here.

    The cop waves him through.  Lenny is the right color.

                             HOST
              Now just so the rest of us know how
              much time is left, when is the
              Rapture supposed to hit, exactly?
              Is it midnight New Year's Eve?

    And WE CUT to a burst of news videotape, enlarged, noisy,
    distorted... images of a great gathering in the desert,
    the faithful waiting for God's sign as the millennium
    approaches.

                             HOST
              Is that midnight LA time, or Eastern
              Standard or what?  I mean, what time
              zone is God in, anyway?

                             LORI
              I pray for you all.

    Lenny's BMW cruises past an overturned burning car.  There
    is no-one around.  He barely glances at it.  Common sight
    these days.  If it is the end of the world, Lenny's not
    going to let it break his rhythm.

                             LENNY
                      (cellular)
              I just got something in, Bobby, you
              might appreciate.  A 211 at a Thai
              joint goes south, and these three
              scuzzballs end up in a gun-and-run.
              It's a beauty, two thumbs up.
              Parental discretion advised.  I'm
              talking it's the master, not some
              stepped-on copy.  One of a kind.

    LENNY INSIDE A GLOOMY BAR.  He slides into a booth with
    NORM SKINNER, a paunchy guy with thinning hair who dresses
    too young.  A pretty, stoned-looking girl is leaning
    against Skinner.

                             LENNY
              Yo, Skinner.  The Skin Man.
                      (fingering his
                       jacket)
              Red leather.  Nice feminine touch.

                             SKINNER
                      (laughing)
              Fuck you, Nero.

                             LENNY
              Whattya got for me?

    CUT TO: POV of a woman writhing above us in ecstasy.
    Lovemaking in point-of-view.  We look down, see OUR BODY,
    a woman's body... our hands moving over the other woman's
    torso.  The image is dark, a primal impression.  Sound of
    harsh breathing, rustling sheets.

    BACK TO LENNY in the booth with Skinner.  Lenny has
    Skinner's tape running in a playback deck clipped to his
    belt, next to his pager.  He is hunched over the table,
    "sampling" the merchandise by touching a few of the trode
    pads to his temple without putting on the whole headset.
    Like a coke dealer taking a little on the fingernail.

                             LENNY
              Yeah, I can use this...
                      (to the stoned girl)
              ... but honey you gotta move your
              eyes slower next time.  It's too
              jerky.

                             SKINNER
              It was her first time, Lenny.  Cut
              her some slack.

    TIGHT SLOWMO SHOTS... ABSTRACT: SQUID tapes and money
    changing hands.  A SQUID tape sliding sensuously into a
    deck.

    TIGHT CU LENNY, through the windshield of his car.  Neon
    moving over him.

    NEWS FOOTAGE: LAPD Aerospatiales circling, their xenon
    lights turning night into day, giving the impression of a
    futuristic war zone.

    INSIDE THE COCKPIT, the infrared camera shows green-screen
    images of people in cars, in their homes... like footage
    of hyenas shot at night in total darkness.

    The impression is of a society under siege, an occupied
    nation... a watched society where the camera eye and the
    police spotlight define our reality.

                             HOST
              Go ahead, caller, you're on the air.

                             VOICE
              My name's DeWayne, and I got a New
              Year's resolution for the po-lice.
              Hey, yo Five Oh, you better get down
              with 2-K.

    CRASH Unit cops with a bunch of Salvadoran gang kids
    racked up against a storefront.  A dozen 16 year-old girls
    and guys, hands against the wall, acting bored, as the
    cops walk up and down, reading IDs.

                             HOST
              2-K?  What's that DeWayne?

    A group of cops have two black guys proned out.  Nearby a
    crowd jeers, shouting insults.  A black kid throws a beer
    bottle and one of the cops chases him into the crowd.

                             DEWAYNE
              2-K.  The big two thousand.  Comin
              tomorrow night.  Out with the old
              and in wit da new.  See for the Man,
              no new is good new, what I'm sayin.
              He like to keep it the way it is.
              But we going to take it, make it
              new, make it our own.  History gonna
              start right here, right now--

    LENNY cuts him off as his cellular call connects.

                             LENNY
              Hi, Dave, this is Lenny.
                      (pause)
              Nero.  Lenny Nero.  That's right.
              Oh, is it late?  Sorry.  It's just
              that I have something that might be
              of interest, and since I always call
              you first--
                      (pause)
              Uh, huh.  Well, what would be a good
              time?  Okay, sure.  Catch you then.

                                                CUT TO:

    A GAME ARCADE.  Light and noise as the customers drop
    quarters for synthetic thrills.  Lenny is talking to a
    nice-looking street kid in his early 20's named EDUARDO.

                             EDUARDO
              Let me get this straight... you
              gonna pay me 200 bucks to put on a
              hair net and bang some beautiful
              babe.  I don't know, I gotta think
              about this.

    Lenny smiles and pulls out a SQUID-net.  He motions
    Eduardo into the shadows.

                             LENNY
              Okay, let's get you wired up.  I
              hope this axle grease you got in
              your hair doesn't screw up the squid
              receptors.

                             EDUARDO
              What's all this squid shit?

    As Lenny works, fitting the network of sensors over
    Eduardo's head, he holds class.

                             LENNY
              Superconducting QUantum Interference
              Device.  SQUID.  Got it?  There's
              gonna be a test.

                             EDUARDO
              Hey, fuck you, man.

                             LENNY
              Easy, Eduardo, easy.  Preserve a
              sense of humor at all times.  Okay,
              the receptor rig... what I'm putting
              on your head... sends a signal to
              the recorder.
                      (Lenny holds up the
                       recorder)
              See we call it "being wired," but
              there's no wire.  You gotta keep the
              recorder close... five, six feet
              away max, like in your jacket pocket
              by the bed or wherever you're going
              to close escrow, know what I mean?

                             EDUARDO
              Yeah, right.

    Lenny fits a wig from his briefcase over Eduardo's head,
    turning him into a headbanger.  Eduardo scowls at this
    set-back to his suavete.

                             LENNY
              Some tips.  Don't dart your eyes
              around.  Don't look in the mirror or
              you'll ID yourself.  OK?  You got a
              half hour of tape, so give me some
              lead-in to the main event.  But
              don't wait too long, I don't want to
              be going out for popcorn.  And don't
              act natural.  Don't act at all.
              Just forget the thing is on.  Got
              it?

                             EDUARDO
              No problem.

                             LENNY
              A star is born.

                                                CUT TO:

    EXT.  TRAIN YARD - NIGHT

    A woman's feet moving along the steel rail of a train
    track at night.  The woman has no shoes, her feet bare.

    IRIS stumbles along the track, clutching one shoe
    pointlessly to her chest.  She is swearing and crying,
    runny mascara leaving two tragic streaks down her pale
    face.  Despite this we see that she is attractive, though
    her dress and make-up seem designed to convey overt
    sexiness.  Her white skin is complemented by a wild mane
    of curly red hair.

    She is in her early twenties, and the harshness of her
    life has just begun to harden her features.  She looks
    lost and without hope, in fear of her life.  Her breath
    comes in hitching sobs, and her eyes are wild.

    She runs between cold steel walls of freight cars, looking
    behind her frequently.  A police helicopter is circling.
    Its xenon beam plays over the train yard, sweeping over
    the cars.  She hunches into the shadows of a freight-car
    as the beam passes over.  Looking under the cars she sees
    an LAPD patrol car cruising down a street adjoining the
    yard, its searchlight sweeping toward her.  It moves on.

    She continues her run, moving away from the direction of
    the patrol car.  She reaches a chain-link fence.  Crying,
    she scrambles over it, cutting her hands and ripping her
    dress.  Another patrol car passes two blocks away.  She
    crouches in the tall grass until it rounds a corner out of
    sight.

                                                CUT TO:

    EXT.  ALLEY AND STREET - NIGHT

    Iris sprints down an alley between buildings.  Rats
    scatter into the shadows ahead of her.  She doesn't seem
    to notice.  All she cares about are the police lights, and
    the sound of the helicopter droning, circling.

    She pauses at the mouth of the alley, scanning the well-
    lit street beyond.  There are people here: downtown low-
    life street people.  A half-block away is a brightly lit
    sign marking the entrance to a Red-Line subway station.

    She walks along the sidewalk, her eyes on the sign,
    feeling exposed as she walks openly, her heart pounding.
    She is a mess, but in this section of town people barely
    glance at her.

    LOW ANGLE on her bare feet, standing out amid the shoes
    and boots of winter.

    SHE CROSSES the street, and reaches the sidewalk just as a
    black-and-white rounds the corner at the end of the block,
    behind her.

    IN THE CRUISER are TWO COPS, who are scanning the street.
    They look intense.  Revved up.  They are BURDEN SPREG, a
    massive, barrel-chested street-lifer in his mid-forties,
    and DWAYNE ENGELMAN, an aggressive hard-on in his twenties
    with a brush cut, a Nautilus body, and a face like a
    ferret.

                             ENGELMAN
              She's a hooker, vice'll have her in
              the book.  We can pick her up later.

                             SPREG
              No.  Now.

    IRIS knows the cops are behind her.  She is terrified to
    turn.  Finally she can't stand it any more.  She breaks
    into a run.  The patrol car speeds up suddenly, roaring
    after her.

    Iris sprints along in her bare feet, all-out like a track
    runner.  The black-and-white screeches to the curb next to
    her and the cops jump out.

    Iris hits the stairs down to the subway station at a full-
    tilt boogie, knocking down some poor old guy whose
    groceries go flying.

                                                CUT TO:

    INT.  SUBWAY STATION AND TRAIN

    Iris trips on the landing, spins sprawling across the
    filthy tile floor, and comes up running.  Panting with
    fear and exertion she clears the turnstiles like a
    hurdler.

    The cops pound down the stairs two at a time.  Spreg draws
    his 9mm.  In his eyes we see an unaccountable craziness...
    a hunter who has as much at stake somehow as the prey.

    Street people fall back as Spreg thunders through them.
    They aren't about to get in the way of this juggernaut cop
    and his boy wonder.

    The two cops reach the platform.  No Iris in sight.

    MOVING WITH THEM as they slow to a walk, scanning.  A
    couple of low-lifes standing around, waiting for trains,
    eye them warily as Spreg gets a call on his Rover.

                             DISPATCHER (V.O.)
              Do you request back-up?

                             SPREG
              Negative.  Suspect is a black male,
              age 35 to 40.  We're handling it.

    A train pulls into the station with a whoosh of air.  A
    few people board.  There is only the sound of the cops'
    footsteps as they move along the empty platform.  With a
    pneumatic hiss the train's doors begin to close.

    Suddenly Iris breaks from behind a column up ahead at a
    full sprint.  Spreg unleashes his size 13 cop shoes,
    thundering along the platform to intercept her.  Engelman
    straight-arms his pistol.

                             ENGELMAN
              FREEZE!

    Iris clears the doors just as they hiss shut.  Her
    momentum carries her clear across the car, where she slams
    into the far wall and staggers back, almost falling.  She
    gasps for breath and looks up to see...

    ... Spreg crashing against the outside of the doors she
    just came through as the train starts to move.  He tries
    to force the doors apart... can't.  He aims his gun
    through the window.

    Thinking fast Iris dives to his side of the car and
    presses herself up against the solid wall next to the
    door, where he can't see her.

    OUTSIDE, Spreg is running next to the accelerating train.
    He swings his pistol, smashing the window with the butt.

    Iris screams as Spreg lunges through the opening next to
    her like some uniformed nightmare and grabs her.  He is
    still running alongside, pulling on her.  Trying to drag
    her right out through the window.

    She struggles.  Bites his beefy hand.  He swears and lets
    go.  Then makes one last grab.  Gets his fingers into her
    long mane of hair.  Yanks on her.  She comes half out the
    window, screaming.

    Then... RIP!  The hair pulls off her head.

    Spreg drops away, behind the speeding train, holding a
    red wig.  He looks at it stupidly, then raises his pistol
    and fires at Iris.

    She jerks back through the window and drops to the floor.
    A couple of shots hit the metal outside.  We see Iris has
    short hair, platinum white.  In it are a few of the many
    pins which held the wig securely in place.  She gasps for
    air, sobbing and hugging her knees, trembling all over.

    SPREG STANDS on the platform, watching the train
    disappear, as Engelman runs up.  Spreg looks at the wig in
    his hand, disgusted.  He turns it and looks inside, at the
    cap.

    CLOSE ON THE CAP inside the wig: there is an intricate
    network of sensors in a grid over the entire underside of
    the wig.  The sensors are connected by wires, in a pattern
    like the veins of a leaf, bundling to a small, flat metal
    box, the size of a cigarette case.  It is a SQUID NET.

    Iris was wired.  Spreg just stares at the SQUID NET, eyes
    going crazy wide.

                             ENGELMAN
              Oh shit.

                                                CUT TO:

    EXT./ INT.  LENNY'S APARTMENT - NIGHT

    IT'S 4 AM.  Lenny trudges through a heavy security gate
    into the center court of his ratty building.  The pool
    furniture is in the pool.  Gang graffiti marks the walls.
    Bars on all the windows.  One of the doors looks like
    somebody opened it with an ax.  The pool lights give the
    place an eerie, dead glow.  Can out slick Lenny really
    live in this dump?

    Through a barred window we see Lenny approaching as we
    hear the OUTGOING MESSAGE on his answering machine in the
    F.G.

    BEEP.  And...

                             IRIS (V.O.)
              Lenny, goddamn it, you got to be
              there, you got to help me, come on,
              pick up, pick up...

    Through the window we see Lenny fishing in his pocket for
    his keys.

                                                CUT TO:

    EXT.  ALL NIGHT GAS STATION - NIGHT

    Iris at a pay phone in the cold of an all-night gas
    station.

                             IRIS
              ... you got to be there for me...
              COME ON!  Shit, I'll call later.

                                                CUT TO:

    INT.  LENNY'S APARTMENT

    As Lenny unlocks the door, all he hears is Iris' "I'll
    call later." He picks up the phone as the connection
    breaks.

                                                CUT TO:

    EXT.  ALL NIGHT GAS STATION - NIGHT

    Iris continues to grip the phone even after she has hung
    up.  She looks desolate, without hope.

                                                CUT TO:

    INT.  LENNY'S APARTMENT

    LENNY doesn't stop to play back Iris' message, or any of
    the twenty others on his machine.  He just deadbolts the
    door and locks a steel bar across the door frame, then
    carries his Haliburton...

    ... toward the bedroom.  And we see the truth of his
    reality.  Lenny's crib is a shit-box.  It is a small one-
    bedroom, barely furnished.  A couple of chairs.  Swap-meet
    couch.  Cardboard boxes full of tech gear stacked in the
    corners, unidentified electronics components piled on a
    table, cables strung everywhere.  God knows what this
    stuff is.  There is aluminum foil taped to all the
    windows.  Fast food cartons, empty Coke cans, pizza boxes
    everywhere.  The bachelor apartment from hell.  High-tech
    low-life.

    He goes into the bedroom.  Mattress on the floor.  Same
    infernal interior decoration, but this room is dominated
    by racks of tapes... Squid tapes.

    Lenny pours himself a vodka from a bedside bottle, takes
    off his clothes and hangs them over a chair.  He sits on
    the bed in his underwear, looking lonely and depressed.
    This is the private Lenny: No plans.  No dreams.  Nothing
    to look forward to but another day of the hustle.

    He puts a set of playback trodes carefully on his head,
    fishes around in a shoe box among a bunch of tapes,
    squinting at the hand-written labels: they all say
    "FAITH." Only the dates are different.

    He selects one and inserts it in the deck, makes some
    minute adjustments.  Sips his vodka.  Leans back.  Closes
    his eyes.  And hits PLAY.

    PLAY BACK SEQUENCE/ POV:

    We are moving along the Venice boardwalk, following a
    YOUNG WOMAN on Rollerblades.  By our motion, it is obvious
    that we are on Rollerblades too, and not doing so well.
    The woman is laughing, turning circles around us, cracking
    up at our discomfort.
    We hear Lenny's voice complaining a mile a minute, and we
    realize the POV is his.  The girl takes our hands, skating
    backward, towing us along the boardwalk.  It is a sunny
    afternoon, and it is the usual boardwalk freak show all
    around us.

    The woman is FAITH JUSTIN, a singer.  Lenny is desperately
    in love with her.  It's not hard to see why.  She is
    beautiful, in an alive, dynamic way.  Her hair is a wild
    dark mane, and her eyes are spectacular... intense.  She
    moves with a lithe, sinuous grace.  We are staring at her
    eyes instead of concentrating on skating.

    Whammo!  The POV spins and we are sitting, looking up at
    Faith as she circles, laughing.  She skates over to help
    us up.

    CUT TO LENNY, on his bed, smiling.  He punches Fast
    Forward.

    BACK TO POV.  A kinetic blur of digital hash, then...

    We are following Faith, now holding her skates, up the
    steps to a beach apartment.  Inside it is funky and
    comfortable.

    Music from a disk player she left on.  Bob Marley singing
    "Three Little Birds".  Faith, covered with a sheen of
    sweat, sways to the music as she goes into a bedroom.  We
    follow her.

    She comes out of the small bathroom with a towel, starts
    to dry off.  Sunlight comes in the window lighting up
    Faith like she is in a spotlight.  We move up behind her
    and take the towel away, and now we see Lenny standing
    behind Faith in the mirror over the dresser.

    He puts his arms around her and they sway together to the
    music.  He runs his fingers in lazy circles over her
    sweaty belly.  Then leans down and licks the sweat off her
    shoulder, all the while watching her in the mirror.  A
    voyeur recording his voyeurism through his own eyes, so he
    can replay and relive the moment.

    Their eyes meet in the mirror.

    They both watch as Lenny slides his hand up under her
    halter and caresses her nipples.  She moans softly,
    responding.  She turns to him, and our POV shifts directly
    to her.  She is right in front of us, in TIGHT CLOSE UP.
    The intimacy is power.

                             FAITH
                      (laughs)
              Hey, you going to watch or you going
              to do?

                             LENNY
              Watch and see.

    We lean toward her, until her eyes fill frame as they
    close in a kiss.  We (Lenny) keeps ours open.  Our hands
    pull her halter over her head.  Then she pulls up on
    Lenny's T-shirt, laughing.  We see it go over our eyes,
    blocking the view for a moment.

    Then Faith kisses Lenny's bare chest.  We are looking down
    at her, looking down across our body, Lenny's body, as
    Faith kisses lower, kneeling in front of us, unbuckling
    our belt and we--

    CUT TO LENNY in the here and now.  Lost in playback memory
    bliss.  He inhales sharply behind a wave of electronically
    recorded pleasure.

    BACK TO POV.  Lenny pulls Faith up to his face, kissing
    her, then pushing her gently to the bed, where we lie down
    together in a pool of sunlight slashing across the tangled
    sheets.  She looks up, right at us...

                             FAITH
              I love your eyes, Lenny.
                      (she touches our
                       eyelids)
              I love the way they see.

    CUT TO LENNY, lost in the swirl of sensation.  He touches
    his tongue to his fingertip.

    IN POV we look down at Faith as we enter her.  She gasps
    and closes her eyes, grabbing the headboard with both
    hands.  There is only the sound of gasping breaths, the
    creaking bed frame.  She rocks with the rhythm of our
    thrusts, borne away by the intensity until she cries out.

    CUT TO LENNY, reliving the past, under the electrodes.  He
    reacts to the past orgasm.  The tape ends, Lenny slowly
    takes off the trodes.  There is a tiny tear at the corner
    of his eye.

                                                CUT TO:

    INT.  LENNY'S APARTMENT/SERIES OF SHOTS

    2:14 PM, DECEMBER 30

    Lenny cracks an eye as the Sony 35" blinks on in alarm
    mode: news flashes of the day before New Year's Eve...
    police preparations for the epic Millennium L.A. shebang
    downtown, the National Guard doing riot prep, etc.

    Sunlight comes like lasers through holes in the aluminum
    foil over the windows.  Lenny goes to the kitchen in his
    underwear, searches for breakfast in the fridge, which is
    empty except for a red-white-and-blue 2-stick popsicle.
    Good morning.

    The TV screen shows a murder scene with cops milling
    around, yellow plastic over three crumpled forms on the
    ground.  It cuts to a file photo of a severe-featured
    black man.

                             ANCHORWOMAN
              ... bodies of two men found early
              this morning under the Hollywood
              freeway have been identified as rap
              star Jeriko One and bandmember James
              Polton, known to fans as "Replay".
              A third body, that of a woman, has
              not yet been identified.  With his
              band, the Prophets of Rage, Jeriko
              One's outspoken political stance
              and violent lyrics have stirred
              nationwide controversy...

    CUT TO: A little later.  Lenny sucks on the popsicle while
    he puts the night's wardrobe together.  This is a ceremony
    he observes carefully.  Suit laid out on the bed, shirt
    beneath the jacket.  Lenny matches a tie to the ensemble
    -- well, maybe -- tries another -- that's the one.

                                                CUT TO:

    Lenny, behind the wheel of the BMW.  He is revved up, his
    look dialed-in.  He's on the move.  Seizing the day.

                             LENNY
                      (on cellular)
              You know I can get you anything you
              want, anytime you want it, just not
              right now.  We'll hook up at the
              club later.  Around eleven.  Yeah.

    Lenny wheels into a parking lot, finds a space, grabs his
    Haliburton and steps out, heading for the front door of
    the Coral Lounge.

                                                CUT TO:

    INT.  CORAL LOUNGE

    The decor is sort of Polynesian.  Goofy tropical motif
    murals on the walls.  The place has a mixed bag of
    customers, including upwardly mobile low-lifes who have
    graduated from the streets and use it as a kind of office.
    It is a crossroads for druggies, upscale hookers, junior
    entertainment suits slumming after a day in the pressure
    cooker.

    Lenny cruises through like he owns the place, greeting a
    number of the early regulars.  We get the impression he
    knows everybody, all the time, everywhere he goes.  He
    leans on the bar.

                             BARTENDER
              Hey, Lenny.

                             LENNY
              Anything without an umbrella.

    He gets backslapped by a guy in a satin racing jacket:
    Fabrizio.

                             FABRIZIO
              Lenny my man, I think you want to
              meet a friend of mine.

    Lenny follows Fabrizio's look to a guy, dressed LA power-
    casual, sitting at a booth across the room.

                             LENNY
              Looks like money to me.

    Lenny grabs his drink off the bar and follows Fabrizio
    across the room.

                             FABRIZIO
              Don't forget your friends.

                             LENNY
              10 percent, Fabri, like always.

    They slide into the booth with KEITH.

                             FABRI
              Keith, this is Lenny.  Guy I was
              telling you about.  He can get you
              anything you--

                             LENNY
                      (cutting him off)
              Just a second.  Not to be rude,
              Keith, but I got to ask, are you a
              cop?

                             KEITH
              I understand.  No, I'm not.

                             LENNY
              You understand?  Attorney!  Right?
              Am I right?

                             KEITH
              That's right.

    Lenny sizes the guy up, looks around the edge of the
    table.

                             LENNY
              Tassel shoes.  Entertainment law,
              would be my guess.
                      (off the guy's scowl)
              Relax.  I just like to guess, is
              all.  It's my job to know people and
              what they want... what's behind
              their eyes.

                             FABRIZIO
              Lenny gives people their heart's
              desire.  Ain't that right, Lenny?

                             LENNY
              That's right.  My second question I
              gotta ask, so we get our bearings
              here... have you ever jacket in?
              Have you ever wiretripped?

                             KEITH
              No.

                             LENNY
                      (a winning grin)
              A virgin brain!  Well we're going to
              start you off right.  So what do you
              know about this?  Save us some
              time...

                             KEITH
                      (shrugs)
              Just what I've read.  That the
              technology was developed for the
              Feds, to replace the body wire.  And
              now it's gone black market.  So, uh,
              do I get the deck from you?

                             LENNY
              I'll set you up, get you a deck at
              my cost... since my thing is the
              software.

                             KEITH
              Clips.

                             LENNY
              That's right.  Clips.
                      (Lenny leans in,
                       working the guy)
              Look, I want you to know what we're
              talking about here.  This isn't like
              TV only better.  This is life.  It's
              a piece of somebody's life.  Pure
              and uncut, straight from the
              cerebral cortex.  You're there.
              You're doing it, seeing it, hearing
              it... feeling it.

                             KEITH
              What kind of things exactly?

                             LENNY
              Exactly anything.  Whatever you
              want.  Whoever you want to be.
                      (handing Fabrizio a
                       twenty)
              Fabri, get us another round, would
              you.

    Fabrizio gets the hint and heads for the bar.

                             LENNY
              You want to go skiing without
              leaving your den, you can.  But I'm
              assuming a guy like you, you wanna
              go skiing you fly to Aspen.  That's
              not what you're interested in here.
              It's about the stuff you can't
              have... right?  The forbidden
              fruit.

    Keith nods, mesmerized by Lenny.

                             LENNY
              Like running into a liquor store
              with a .357 magnum in your hand,
              feeling the adrenalin pumping
              through your veins.  Or...
                      (pointing discreetly)
              ... see that guy, with the drop-dead
              Philipino girl friend?
                      (Keith looks)
              Wouldn't you like to be that guy for
              twenty minutes?  The right twenty
              minutes.  I can make it happen.  And
              you won't even tarnish your wedding
              ring.

    Keith touches his ring self-consciously, then grins.

                             KEITH
                      (hooked like a carp)
              Sounds good.

                             LENNY
              I can get you what you want.  You
              just have to talk to me.  I'm your
              priest, your shrink, your main
              connection to the switchboard of
              souls.  I'm the Magic Man, the Santa
              Claus of the Subconscious.  You say
              it, you even think it, you can have
              it.  You want a girl, you want two
              girls?  I don't know what your thing
              is or what you're curious about...
              you want a guy?  You want to be a
              girl... see what that feels like?
              You want a nun to tie you up?  It's
              all doable.

                             KEITH
                      (flushed, sweating,
                       ready)
              Talk to me about costs, here.

                             LENNY
              Listen, before we get into numbers,
              I want you to try a taste.  I got a
              deck with me.

                             KEITH
              What?  Right Here?

                             LENNY
                      (grinning)
              Step into my office.

                                                CUT TO:

    INT.  CORAL LOUNGE/MEN'S ROOM

    Close on Keith's face, as he sits on the sink counter
    reacting to a Squid tape.  He jerks... his mouth drops
    open... he gasps.  His hands start to move over his body,
    feeling it wonderingly.  He gasps again, tilts his head
    down, moans... and Lenny hits Pause on the Playback.
    Keith opens his eyes to a grinning Lenny.

                             LENNY
              You were just an eighteen year old
              girl taking a shower.  Are you
              beginning to see the possibilities
              here?

                                                CUT TO:

    EXT.  PARKING LOT/CORAL LOUNGE

    A figure moves stealthily from the shadows and approached
    Lenny's car: Iris, hair dyed black now, wearing jeans and
    a coat but still showing scars from last night's pursuit.
    She tries the door of the car: locked.  She looks toward
    the Coral Lounge, debates whether to go look for Lenny.
    Better not.

    She takes a Squid tape from her pocket, and scribbles a
    note on the label: "HELP ME.  IRIS." She drops the tape
    through a 2-inch gap in Lenny's sun roof... and it bounces
    off the seat, onto the floor.

    She looks through the windshield, totally distraught,
    trying to see where the tape landed... and sees the
    reflection of cop cruiser lights coming down the street.
    She crouches next to the BMW, trying to blot herself out.
    And when the cruiser passes, she slumps to the ground,
    crying, afraid to move.

                                                CUT TO:

    INT.  CORAL LOUNGE

    A man in his late 30s: longish hair, no shave since the
    weekend, army jacket bulking over a massive frame.  A
    daunting figure as he approaches the bartender.

                             MAN (MAX)
              Where is he?

    Bobby, the bartender, cocks his eye toward the restrooms.

                                                CUT TO:

    INT.  CORRIDOR/CORAL LOUNGE

    Lenny unlocks the men's room door and walks down the dingy
    corridor with her new customer, Keith.

                             KEITH
              Yeah, I'm interested, but can we get
              someplace a little less public?

                             LENNY
                      (grinning)
              You nervous?  Forget it.  The cops
              have more to worry about in this
              city than the squid-trade, believe
              me--

    Behind them, the door of the women's bathroom whips open
    and the guy in the army jacket grabs Lenny from behind and
    SLAMS him face-first into the wall, jamming a .45 against
    his skull.

                             MAN (MAX)
              Don't move!  That's it, assume the
              position you miserable techno-perv
              puke.

    Cop style, the man in the army jacket kicks Lenny's feet
    apart.  Starts to cuff him.

                             MAN
                      (to Keith)
              Beat it fuckwad.

    Ash-white, Keith lays a smoke trail down the hall.  On the
    main floor of the club, Fabrizio sees him splitting and
    hurries after him.

    Back in the corridor, Lenny spins around and shoves his
    attacker against the opposite wall.  The guy offers no
    resistance.  In fact, he's too weak from laughing.

                             MAN (MAX)
              Gotcha.

                             LENNY
              Damnit, Max, I was with a client!
              You think that's funny?  To mess
              with a man's livelihood?  It's not
              funny!

                             MAX
              You see the look on that preppy
              puke's face?  Fuckin' pissed in his
              Topsiders.

                             LENNY
                      (laughing a little)
              Okay.  It was funny.  But it cost me
              money.

                             MAX
              Come on, amigo, the world's full of
              marks.  And nobody knows how to work
              'em like you do, pal.  You could
              sell a goddamn rat's asshole for a
              wedding ring!  Let me buy you a
              drink.

                             LENNY
              Least you can do.

    Max Peltier, which he mispronounces "Pelcher", slings his
    arm fraternally over Lenny's shoulder.  They cross to the
    bar.  Max roars greetings to several regulars, pushing
    between strangers like an out of control tractor.

                             REGULAR
              Yo, Pelcher!  Mad Max!

                             MAX
              Fuckin' A right I'm mad!  I might
              kill every man in here.  But first
              I'm buyin' my buddy here a drink.
                      (seeing another
                       regular)
              Hey O'Neal!  You were right, your
              wife does give good head.

    Max lurches onto a barstool and hunches there like a
    misanthropic bear, pounding the bartop.

                             MAX
              Bobbyyyy!  Tequila por favor!
              Double shots.  Make it Tres
              Generaciones, huh.  Nothin' but the
              best for my good friend Lenny, the
              finest cop that ever got thrown off
              the vice squad.  Hey, nice tie.

                             LENNY
              Thanks, Max.

                             MAX
              D'you always have to dress like a
              fuckin' pimp?

                             LENNY
              This tie cost more than your entire
              wardrobe.

                             MAX
              That's not sayin' much.

                             LENNY
              It's the one thing that stands
              between me and the jungle.

    Max raises his double shooter.

                             MAX
              To the jungle!  Where outa the blue
              some shitbird can cap you in the
              back of the head and ruin your whole
              day.

    He downs it in two fierce gulps.

                             LENNY
              You were lucky, Max.

                             MAX
              Yup.  So darn lucky.  I wake up with
              a .22-short floating in my brainpan,
              and a cop pension I can't live off
              of.  Good thing I wasn't any
              luckier.  Bobby!  Another shooter
              right here!

    Bobby pours for Max.

                             MAX
              You seen Faith lately?

    Lenny reacts visibly to the name, his whole demeanor
    sagging.

                             LENNY
              Naw.  She won't call me.

                             MAX
              Just as well, Lenny.  You gotta get
              past it.  I mean sure, Faith was by
              far the most outstanding woman a guy
              like you could ever hope to get, I
              mean it's completely and deeply
              humiliating that she's gone, but
              it's over, campadre.

                             LENNY
              Thanks, Max.  I'm touched by your
              concern.

    CUT TO: Iris, working her way from the front door, staying
    on the fringe of the crowd, wary, moving toward Max and
    Lenny at the bar.

                             MAX
              I just hate to see you pining away.
              It makes me want to vomit, frankly.
                      (philosophically)
              Broken hearts are for assholes.

                             LENNY
                      (seeing Iris)
              Hey, Iris, you okay?

                             IRIS
              Lenny, I got to talk to you, it's
              serious...

                             MAX
                      (looking at her face)
              What happened, honey, some john get
              rough on you?

                             IRIS
                      (to Lenny)
              I mean talk private.  Please, I'm in
              trouble, and so is Faith.

                             MAX
                      (as Lenny reacts to
                       the name)
              There it is, the magic fuckin' word.

    Lenny takes Iris by the arm and pulls her away from the
    bar.

                             IRIS
              Can we go to your car?  There's
              something you have to see right
              away.

    He nods and steers her toward the front door of the Coral
    Lounge.

                             LENNY
              What's going on?

                                                CUT TO:

    EXT.  CORAL LOUNGE/PARKING LOT - NIGHT

    Lenny and Iris come out the front door.

                             IRIS
              It's a bad situation... if they get
              me I know they're going to -- OH
              SHIT!

    She bridles like a startled horse.  Lenny looks at what
    she sees: a red beam, sweeping the parking lot.  Must be
    the cops.  He turns back...

    She's gone.  What the hell?

    He looks back at the red light... and edges around the
    corner to see what the cops are up to...

    It's not a cop car.  It's a tow-truck, with Lenny's BMW on
    the hook.  Lenny runs to the TOW DRIVER, who looks like a
    biker only meaner.

                             LENNY
              Hang on, that's my car--

                             TOW DRIVER
              Not anymore.  Belongs to the bank.

                             LENNY
              Hey wait a second...

    Ignoring him, the driver has started the hydraulic lift,
    and Lenny makes the mistake of grabbing his beefy arm.
    The guy whips around, putting the muzzle of a .38 in
    Lenny's face.

                             LENNY
              Oh, yeah, that's the answer!  Two
              million years of human evolution and
              that's the best idea you can come up
              with?
                      (driver continues
                       with the hoist)
              Okay.  Look, whattya get to repo a
              car?  Two hundred?  Two fifty?  I'll
              pay you three fifty, right now.  All
              you gotta do is drop it off the hook
              and say you came by, your mark
              wasn't here.  Simple.  Make a few
              bucks.  Do a good deed.  Huh?

                             DRIVER
              You got the cash on you?

                             LENNY
              I was going to write you a check, if
              that's--

    The guy is getting into his truck.

                             LENNY
              Okay, okay, I totally respect that
              call.  I would want cash.  They'll
              take my check inside... I can see
              you're pressed for time, just give
              me two minutes... here keep my watch
              for collateral.

    He hands the guy his watch.

                             LENNY
              It's a Rolex.  Be right back.  Two
              minutes.

    Lenny gets to the front door of the Coral Lounge, turns
    just in time to see the tow-truck pulling out.  Lenny runs
    after his car, yelling, watching it recede.

                             LENNY
              Son of a bitch!

    Lenny walks back to the bar.  He sets his Haliburton up on
    the truck of a car and pops it open.  He takes out a tiny
    digital cellular phone and dials a number.  While it's
    ringing he takes another, identical Rolex knock-off out of
    the briefcase and slips it on.

                                                CUT TO:

    INT.  CAR - NIGHT

    A hand pulls a ringing cellular out of a black jacket.
    Follow the hand and phone to the face of a black woman.
    LORNETTE "MACE" MASON.  Late twenties.  Striking features.
    Hair pulled back tight to her skull.  She is driving, but
    we don't see the car, or anything but her face.

                             MACE
              Hello?  Hey Lenny, whatup?
                      (listens a beat;
                       then)
              Uh huh.  Uh huh.  Sure.  So what
              happened to your car this time?

                                                CUT TO:

    EXT.  CORAL LOUNGE - NIGHT

    A black limo pulls into the lot.  It is a Continental
    armored stretch, downsized from today's standards.  The
    door opens and Mace gets out.  She is compactly built,
    dressed in black slacks, a conservative black jacket,
    heavy rubber-soled shoes.  She glances around as she heads
    for the Coral Lounge entrance, the unconscious sweeping
    gaze of a security professional.

                                                CUT TO:

    INT.  CORAL LOUNGE

    Mace scopes the room quickly, professionally, then heads
    for the bar.

    ON Max and Lenny at the bar.

                             MAX
              See, if you packed your piece you
              could've made the guy see sense.

                             LENNY
              Uh unh, carrying a gun wrecks the
              line of a fine jacket.

                             MAX
              An ex-cop that doesn't carry.  It's
              embarrassing.  I oughta not be seen
              with you.
                      (as she slips up
                       behind them)
              Hey, Mace.  What's goin' on?

    She plants herself between Max and Lenny and takes a
    generous handful of their nachos.

                             MACE
              Greetings, gents.
                      (to Lenny)
              So let's hear this week's sad story.

                             LENNY
              They jerked my wheels, d'you believe
              it?  I mean it's outrageous, the
              computer errors the banks are making
              lately.  Have you noticed?

    Mace and Max exchange a weary look.

                             MACE
              No.  I haven't noticed because I
              make my payments.  So, Max Pelcher,
              how's the P.I. business?

                             MAX
              Sucks.
                      (attention caught by
                       TV)
              Hey, Bobby, turn that up.

    The Bartender obeys: it's more news about the Jeriko One
    killing.  There's file footage of Jeriko and his band, the
    Prophets of Rage; interview with a lot of furious fans,
    mostly black inner city kids; and a news clip of Jeriko at
    an outdoor rally, exhorting the crowd with near religious
    fervor:

                             JERIKO ONE (ON T.V.)
              The LAPD is a military force turned
              against its own people.  We live in
              a police state!  The mayor and the
              city council sit up in their offices
              with their social programs that
              don't work... they're rearranging
              deck chairs on the Titanic.  But the
              new day is coming!  Two-K is coming!
              The day of reckoning is upon us.
              History ends and begins again right
              here!  Right now!

    Max raises a glass in salute to the TV screen.

                             MAX
              To the end of all things!
                      (slugs down the shot)
              You know how I know it's the end of
              the world?  Because everything's
              been done, every kind of music's
              been tried, every government's been
              tried, every fuckin' hairstyle.
              How you gonna make it another
              thousand years, for Chrissake?

    On the TV, clip of Jeriko's speech has been replaced by an
    interview with Jeriko One's manager.  TRAN VO.  Tran is
    Vietnamese, and around Lenny's age.  He's angular, suave,
    cool as an early frost.  Dialed in.  Lenny sees his face
    on the screen like a personal nightmare.

                             MAX
              I'm telling ya, it's over.  We used
              it all up--

                             LENNY
                      (riveted to the TV)
              Shutup a second!

                             MACE
              Hey, isn't that Tran Vo?

                             MAX
              Yup.  He was Jeriko's manager.
                      (to screen)
              Bummer, Tran!  Lost your golden
              goose.  Couldn't happen to a nicer
              guy.

                             MACE
              But I mean isn't he Faith's new--
                      (she mouths the word
                       "boyfriend")

                             MAX
              Sssssh!  Not in front of Lenny.  You
              may trigger a maudlin display which
              will force us to tranquilize him.

    ON THE SCREEN, Tran is being jostled as he walks,
    answering the reporters questions in a glare of minicam
    lights.

                             REPORTER
              The LAPD have said they believe
              this is a gang-related incident.
              Can you comment on that, Mr. Vo?

                             TRAN
              We have no facts yet.  All we know
              for sure is that we have lost a
              great artist, that a great voice for
              change is now silent...

    Lenny, scowling, pushes away from the bar.  Mace goes with
    him.

                             LENNY
              Thanks for giving me a ride.  I just
              have a few stops, mostly on the west
              side--

                             MACE
              Whoa, whoa, whoa.  I said I'd
              drop you home, but I'm not taking
              you on your sleazoid rounds.  I've
              already pulled twelve hours today.

                             LENNY
                      (upbeat again)
              Come on, Mace.  This is gonna be a
              big night.  Can't you feel it?  The
              energy in the air?  There's money to
              be made, dreams to sell.

                             MACE
              Sleaze to peddle.

                             LENNY
              Just a couple of hours.  It'll be
              fun--

                             MACE
              Excuse me.  What part of NO don't
              you understand?

                             LENNY
              Mace, you're my friend.  I need you.
              Plus I'll give you 25% of what I
              make tonight.

                             MACE
              Lenny, this may be a hard concept
              for you, but friends don't have to
              pay their friends.

    Lenny starts to whine like a puppy.  Mace gives up.

                             MACE
              Jeez, you're pathetic.  Okay, I got
              a pickup at the St. James.  I'll
              take you there, you can get a cab.

                             LENNY
                      (an arm around her
                       like a buddy)
              Mace!  You're a life-saver.

                             MACE
                      (resigned)
              Driving Mr. Lenny.

                                                CUT TO:

    INT.  LIMO - NIGHT

    As Lenny and Mace cruise the night streets, passing the
    ongoing pageant of cops and decay.  Mace glances at Lenny,
    sitting next to her in front, and at his omnipresent
    Haliburton.

                             MACE
              So, what's up with you?  Another
              busy night selling porno to
              wireheads?

                             LENNY
              No, wrong... I sell experiences.
              Sex is only part of it.

                             MACE
              Buncha techno-perv jerkoffs.

                             LENNY
              Way I look at it, I actually perform
              a humanitarian service.  I save
              lives.

                             MACE
              Uh huh, I wanna hear this part.

                             LENNY
              Okay, take some executive... bored
              with his life, bored with his
              wife... he picks up a hooker or some
              girl at a bar.  Then he goes around
              for months, torn up worrying that
              he's got AIDS, that he'll infect his
              wife.  And maybe he really does
              catch something--

                             MACE
              Price he pays for being a
              scumsucking pig.

                             LENNY
              Everybody needs to take a walk to
              the dark end of the street sometime,
              it's what we are.  But now the risks
              are outa line.  The streets are a
              war zone.  And sex can kill you.  So
              you slip on the trodes, you get what
              you need and it keeps you from
              jumping your tracks.

                             MACE
              Lenny, this shit's illegal.

                             LENNY
              Define illegal.

                             MACE
              Me bailing your sorry pale ass out
              of jail twice in the last six
              months.

                             LENNY
                      (kidding)
              Yeah, but that was for love.

                             MACE
              Define love.

                                                CUT TO:

    EXT.  ST. JAMES CLUB - NIGHT

    Mace's limo wheels up to the hotel on the strip.

    A soberly-dressed Japanese executive is waiting next to
    the doorman.

    INSIDE the car, Mace spots him and scowls.

                             MACE
              Dammit, Lenny, you made me late.

    Lenny opening the door before the car stops.

                             LENNY
              What's his name?

                             MACE
              Fumitsu.

                             LENNY
              Mr. Fumitsu, good evening sir,
              Leonard Nero, Security Express.
              Lornette Mason here is just
              completing our routine driver
              evaluation.  We do it to make sure
              that out VIP clients, such as
              yourself, are always treated as
              honored guests.  I just need to ride
              up front and take some notes, if you
              don't mind.

    Fumitsu nods politely and Lenny opens the car door for
    him.  Lenny jogs around behind the car to the front
    passenger door.

                             MACE
              Um, excuse me.
                      (can't stand to say
                       it)
              Sir.  Excuse me.  Mr. Nero.

    She walks calmly to him.

                             MACE
                      (hissing through her
                       teeth)
              What the fuck are you doing?

                             LENNY
                      (winning smile,
                       innocent)
              Coming with you.

                             MACE
              You will not live to see the
              morning.

                                                CUT TO:

    EXT.  HANCOCK PARK HOUSE - NIGHT

    As the limo stops at an elegant home in this top-bucks,
    old-line residential area.  There is a loud party in
    progress, with a couple of hundred guests spread through
    the house and backyard.  Mace scowls deeply as Lenny gets
    out of the car and starts into the party with Mr. Fumitsu.
    They are laughing uproariously and getting along like old
    friends.

                                                CUT TO:

    EXT.  HANCOCK PARK HOUSE - NIGHT

    Mace, having a cigarette with other security drivers,
    watches Lenny through the tall windows of the old Spanish
    house.  She sees him working the room, rubbing up against
    the money, networking.  No dialogue.  A pantomime of Lenny
    working his prime turf.  She stares at him for a while,
    then looks at her watch.  Sighs.

                                                CUT TO:

    EXT./ INT.  HANCOCK PARK HOUSE/GARDEN - NIGHT

    ... as a tall, stern figure suddenly slides into Lenny's
    path, a top cop named PALMER STRICKLAND.

                             STRICKLAND
              Nero.

                             LENNY
                      (uh-oh)
              Strickland.

                             STRICKLAND
              Commissioner Strickland.

                             LENNY
              Sure.  Whatever.  See, since you
              shitcanned my career, I don't even
              have to call you sir.  One of life's
              small pleasures.

                             STRICKLAND
              Aren't you peddling your wares a
              little far from your usual gutter?

                             LENNY
              I was invited here by a close
              friend, Mr. Fumitsu, see he's right
              over there.

    Lenny waves.  Fumitsu waves back from across the room.

                             STRICKLAND
              I don't like disappointments, Nero.
              And do you know what disappoints me
              very much?

                             LENNY
              Your sex life?

                             STRICKLAND
              Your existence.

                                                CUT TO:

    EXT.  HANCOCK PARK HOUSE - NIGHT

    Mace sits in her limo, talking on the cellular.

                             MACE
              Now listen to me... you have to get
              to bed young man.  I mean it.  No
              watching "Tales from the Crypt".  I
              don't care what Cecile says.  I'll
              see you in the morning, baby.
              Night, night.

    As she hangs up, she glances out the window in time to
    see...

    Lenny flying over a hedge.  He lands on the sidewalk, then
    scrambles up and brushes himself off as TWO SECURITY TYPES
    loom toward him.  He adjusts his wardrobe and walks with
    dignity (but quickly) toward the car.

                             MACE
              Are we having a bad night?

                             LENNY
                      (glancing back)
              Let's talk in the car.

                                                CUT TO:

    INT./ EXT.  MACE'S LIMO - NIGHT

    As Mace pulls out, Lenny starts fitting a pair of playback
    trodes to his head.  Mace glances at him in disgust.  He
    hits his playback button.

    Lenny's POV as he talks to Faith.  Back when things were
    good.  He's wiring her.  They are playful, like a couple
    of kids.

                             FAITH
              I feel like you're turning me into a
              VCR.

                             LENNY
              I just want to see what we're like
              together through your eyes.

    He turns OFF the record button.  STATIC.  Then TAPE
    RESTARTS.  We see the two of them standing together,
    reflected in a mirror.

    We are Faith now.

                             FAITH
              I don't feel anything.  Is it on?

                             LENNY
              Forget it's there.

                             FAITH
              Make me forget it, baby.

    He turns her to him.  They begin to make love.  Faith's
    face fills our field of view, eyes closed in dreamy
    passion.

    A sudden FLASH OF LIGHT.  Lenny opens his eyes to see...
    Mace's glowing countenance.

    She has stopped the car, torn the trodes from Lenny's head
    and tossed them out the window.  Now she's yanking him out
    of the car by his lapels.

                             LENNY
              Hey, careful on the jacket.  This is
              Armani.
                      (he looks at her)
              You angry?

                             MACE
              I've had enough of this shit.
                      (getting back into
                       the car)
              You're on foot, Lenny.

                             LENNY
              In LA?  Are you crazy?

    Mace starts to peel out, but Lenny leaps and plasters
    himself on the hood.  Mace pretends she doesn't see him.

                             LENNY
                      (as they drive along)
              Can I come in please?  I'm having a
              hard time hearing the stereo.

    Mace jams on the brakes and Lenny slides off in front of
    the car.  Now she starts to move forward...

                             LENNY
              I need my case.  It's still in the
              back.

                             MACE
              Get it.

    He quickly moves around the car and climbs in the back
    door.  Lenny grabs his Haliburton but instead of getting
    out, he leans through the divider window, next to Mace.

                             LENNY
              Listen, can we talk a little bit
              here, like two rational adults?

    Mace hits a button on the dash.  The privacy divider rises
    suddenly, pinning Lenny to the ceiling.

                             LENNY
              That would be no.

                             MACE
              I've had it.  No more wirehead shit
              in my car.  You understand?  You
              want to poach your lobes, do it
              somewhere else.

                             LENNY
              Okay, you got my attention, but this
              is cutting off the circulation to my
              head, here.  D'you mind?

    She lowers the divider, releasing him.  Lenny straightens
    his jacket and tie.  Runs a hand through his greasy hair.

                             LENNY
              I thought we were friends.

                             MACE
              No, see a friend is more than one
              person constantly doing favors for
              another.  You just suck people along
              with your schemes and your scams and
              your slick act.  Well I'm out.  I
              got a kid, I got rent, I got an ex-
              husband someplace who doesn't send
              me a dime of support... I'm just
              trying to hold on here.

                             LENNY
              So am I.  Just trying to get by.

                             MACE
              No, you're just trying to get off.

                             LENNY
              Macey... I've never seen you like
              this.

                             MACE
              Lenny, you're turning into some
              kinda squid-head low-life.  You're
              always broke, you just go from one
              score to the next.  And you're
              getting strung out... you don't even
              see it.  Getting high on your own
              supply like some crack dealer.

                             LENNY
              I know you wouldn't be saying all
              this if you didn't care about me.
              Thanks, Mace.  Really.

                             MACE
              Look, I gotta get some sleep.

                             LENNY
              You still like me, don't you?  We're
              still buddies?

    She hates it that she can't resist his pathetic charm.

                             MACE
                      (a tiny smile)
              Yeah.  I don't see a way out of it.

                             LENNY
              Macey, I know you're tired, but can
              you drop me at the Retinal Fetish?
              It's on your way.

                             MACE
              Jesus, Lenny.

                             LENNY
              Begging?  Groveling?  Any pathetic
              behavior at all?  Will that help?
              Faith's there tonight, and I've got
              to talk to her.

                             MACE
              Sure, Lenny.
                      (she puts the car in
                       gear)
              The only thing worse than a junkie
              is someone in love.

                                                CUT TO:

    EXT.  RETINAL FETISH - NIGHT

    As Mace pulls to a stop in the parking lot and Lenny opens
    the door.

                             LENNY
              Come on, let me buy you a drink.
              Let's drink and make up.
                      (Mace shakes her
                       head)
              Alright, I'm going to see Faith.
              That means you can watch me suffer.
              I'll be in agony, you'll feel so
              much better.  Total and thorough
              payback, whatdya say?

    Mace smiles, shaking her head in wonder at this madman.

                                                CUT TO:

    INT.  RETINAL FETISH

    Mace accompanies Lenny into the pounding din of the
    Retinal Fetish.  The place is a fringe hangout, a
    converted schmata factory transformed into a warren of
    dark rooms and corridors off the main dance floor.  A
    thundering labyrinth.  Steel cage-like partitions of
    chain-link give the place a harsh, concentration-camp
    atmosphere.  The music is a bass tech-thump, and the
    clientele are young and on the rough side.  Cybergrunge.

    There are many large video screens running a continuous
    montage of wild graphics and images... a flurry of
    disturbing videos: MTV baptized by William Burroughs.

    The Fetish is a street-tech hangout, a meeting place for a
    lot of digital-underground types that Lenny knows.  You
    can buy and sell what you want here: illicit hardware and
    software, as well as chemicals for the wetware (brain).

    Lenny and Mace are greeted inside by two suited guys with
    metal detectors.  They barely notice as they are scanned:
    it's routine there days.  Mace shows her gun, a Sig Saur
    9mm, and her state carry-permit.  The security guys check
    her pistol like a coat, giving her a claim check.

    Through the crowd in the lounge Lenny's eyes go
    immediately to one table.  It seems to be in a pool of
    light all it's own; or maybe this is just in Lenny's mind.
    SLOW MOTION: Lenny watches a man at the table holding
    court, with a beautiful young woman sitting next to him.

    It is TRAN VO.  He's a mover and shaker in the record
    business: he produces, he manages, he tries to keep
    everyone in his orbit.

    The woman is FAITH JUSTIN.  We recognize her from playback
    as Lenny's ex-girlfriend.  But now her hair has been dyed
    jet black and frames her face in a wild tangle.  She is
    wearing as expensive custom leather jacket over a sheer
    silk top.  She has on too much make-up, which gives her
    features a feral-doll quality.  Faith looks like what she
    is, a rock star wannabe.  But the look is red-hot.

    Tran looks around the room.  His eyes miss nothing.  And
    show nothing.  His hand -- unhurried, graceful, remarkable
    -- brushes past Faith's cheek, barely touching her.  His
    fingers pick up a strand of hair, tuck it like a treasure
    behind her ear... fingers touching her head now... a
    moment of suspended time.

    ... and she trembles.  Just a little.  For a second.

    Tran and Faith are flanked on either side by an entourage
    consisting of music types, various hangers on, and Tran's
    personal security force of four: JOEY CORTO, a whippet-
    thin skinhead; DUNCAN, a none-too-bright armbreaker in the
    classic mold; a massively built ex-jock type called WADE
    BEEMER; and a sixteen year old Asian stone fox, CINDY
    MINH, aka 'VITA', possibly the most lethal of the four.

                             LENNY
              Who's the new side of beef in Tran's
              posse?

                             MACE
              Guy named Wade Beemer.  Used to be a
              running back for the Rams in '96 and
              '97.

                             LENNY
              Rams... that's football, right?

    He can't take his eyes off Faith.  Mace scowls at the
    tableau and pulls Lenny toward the bar.

                             MACE
              Forget her.

                             LENNY
              She still loves me.

                             MACE
              She thinks you're a bucket of dog
              vomit.  Trust me on this.

                             LENNY
              She's my destiny.

                             MACE
              Destiny?  You living in a perfume
              commercial?  She's a hard-climber
              that dropped you like a used tampon
              when she got a better ride.

                             LENNY
              You'll see.

    Mace gives up, shakes her head and Lenny plunges into the
    crowd... toward Faith.  Several patrons greet him, just as
    in the Coral Lounge, but uncharacteristically, Lenny
    virtually ignores them.

    Approaching the main table now.  Ringside.  Tran sees him;
    no reaction.  Now Faith sees him: her reaction's a little
    tougher to read.  Pissed off, maybe, or just tense.

    Tran's security force has seen Lenny coming.  But they
    stay casual.

    Lenny doesn't break stride.  It's like a game of chicken
    without cars.  Beemer stands, covering Lenny with his
    shadow.  Vita looks up at Lenny with cobra eyes.  Tran
    gives him a glance; royalty amused by Lenny's presumption.

                             TRAN
              You come to peddle me some tapes,
              Lenny?  For old time's sake?  Make a
              couple bucks for the holidays?

                             LENNY
              You're not a client anymore, Tran.
              I wouldn't sell you the sweat off a
              dead dog's balls.

                             TRAN
                      (glancing at Faith,
                       back at Lenny)
              I already got everything I need from
              you.

                             FAITH
              Cut it out, Tran.

                             LENNY
              Too bad about your guy Jeriko.
              Tough break.

                             TRAN
              Show a little respect, Nero.  The
              man was an important artist.

                             LENNY
              Yeah, important for your label.
              Which no doubt is why you're in
              mourning.  Don't worry, his
              records'll sell out now he's dead.
              You'll make out.

                             TRAN
              I always do.

                             LENNY
              Faith, can I talk to you a second?

                             FAITH
              I don't think that's a good idea,
              Lenny.

                             LENNY
              I just got to talk to you for one
              second.

                             TRAN
              About what?

                             LENNY
              That would be between me and Faith,
              wouldn't it?

    Tran takes one of his beautiful hands and passes it slowly
    in the general area between his table and Lenny.

                             TRAN
              I don't feel anything between you.
              See, your trouble is you assume too
              much, Lenny.  You assume there's
              something where there's nothing.
              You assume you have a life.  But
              you're only hustling pieces of other
              lives on tape, and broken parts of
              your own.

    Faith glances at Tran, then cuts her eyes to Lenny.

                             FAITH
                      (icy)
              We have nothing to talk about,
              Lenny.

                             TRAN
              Joey, make sure Mr. Nero gets safely
              to his car.

    Joey smirks, glances at Beemer who rises like a wall.

                             LENNY
              Faith, call me, okay?

                             FAITH
              No, Lenny.

    Wade gets Lenny in a wrist-grip come along hold and starts
    him moving.  She looks at him -- slowly, gaze unwavering.
    As Beemer ushers Lenny through the crowd, Tick greets him
    coming the other way.

                             LENNY
              Tick, listen, I can't stop right
              now.  but I'll call you tomorrow
              about that thing we were talking
              about.

    He's working the room even as he's getting dragged
    outside.

                             TRAN
              Lenny the loser.  Panhandler of
              stolen dreams.

                             FAITH
              Leave him alone, Tran.

                             TRAN
              He's no concern of mine, as long as
              you don't talk to him.  Don't talk
              to anybody.  You understand?  Not
              with everything that's going on
              right now.

                             FAITH
              You're too goddamned paranoid.

                             TRAN
              Paranoia's only reality on a finer
              scale.

                                                CUT TO:

    EXT.  RETINAL FETISH

    Beemer deposits Lenny on the curb and goes back inside.

    A SMALL CROWD of people enters the club.  Lenny brushes
    off his jacket, falls into step at the rear of the
    entering crowd.

                                                CUT TO:

    INT.  RETINAL FETISH

    Lenny climbs to a landing overlooking the dance floor.
    Through chain link he sees a swirl of activity below.  And
    one face, looking up at him.  Kind of casual.  Lenny
    clocks the guy: cop instincts coming out.  Decides he
    doesn't know him.  But we do.  It's Spreg.  Lenny walks
    on, crosses to a door, and enters...

                                                CUT TO:

    INT.  VJ BOOTH/RETINAL FETISH

    A tiny room overlooking the dance floor.  Crammed with
    electronic gear, at the center of which is Tex Arcana,
    whipping from one deck to another, hands flying.  He's in
    a wheelchair, which pivots nimbly, managing to high-five
    Lenny as he walks in.

                             LENNY
              So, those rascals still haven't
              grown back yet, huh?

                             TEX
                      (peering under the
                       blanket on his lap)
              Nope.  Guess not.  Any day now,
              though.

                             LENNY
                      (handing Tex a Squid)
              Present.  Something I had made.  Let
              me know what you think.

                             TEX
              Hey, alright.  Got something here
              for you, too.
                      (passes him an
                       envelope)
              It just showed up tonight, don't
              know who left it.

                             LENNY
              Fan mail from some flounder?

    Lenny looks at the envelope, which has "Nero" hand-printed
    in block letters.  Tex takes a pull from a flask as he
    takes a squid-deck out of a drawer and sticks the tape in.
    He puts on the headset and pushes PLAY.

    IN POV we are on a beach.  Early morning.  We are running
    flat out, with the wind.  Looking down... we are barefoot
    on the wet sand.  Foaming water races up the sand and
    breaks around our strong male legs.  Looking up again, to
    see our running companion... a beautiful lithe woman in
    shorts and T-shirt.  She laughs and we speed up.  An
    exquisite moment of pure life force.

    TIGHT ON TEX'S FACE... as a tear leaks from the corner of
    his eye.  He is smiling like he is listening to beautiful
    music.  We see the quiet magnificence of Lenny's gift.

    Tex opens his eyes.  Looks for Lenny to say thanks: but
    Lenny's gone.  Not a guy to hang around for thanks-yous.

                                                CUT TO:

    INT.  RETINAL FETISH

    As Lenny comes down the stairs from the VJ booth, tearing
    open the envelope.  An unmarked Squid tape falls into his
    hand.

    The HOUSE LIGHTS dim and the STAGE LIGHTS come up.  And
    Faith is standing there.  Like she beamed in.  She is
    wearing a revealing leather outfit, showing a lot of her
    milk-white skin.  Her black hair frames her eyes, giving
    her an intense feral look.  Faith starts to sing.
    Beautiful, unearthly, clear notes.

    SUDDENLY the band kicks down with a wall of thundering
    sound.  Faith explodes into motion.  Her body convulses
    like a 440 volt mainline is hooked up to her.  Her voice
    becomes a scream, an inchoate wail, a police siren.  The
    pain and rage of an entire, hell-bent tormented planet on
    its eve of judgment.

    Lost in the song, Faith has found herself.  She wheels
    across the stage, slashing her head up and down so that
    her hair bursts in the strobe-flashes like flak.

    A techno-erotic pagan.  A force of nature.

    Lenny is mesmerized.  He has seen this before, many times.
    But it always has the same effect on him.  He is
    transported into another world by her, a world in which
    there is only the two of them.

    TIGHT ON MACE, eyes on the stage... a big piece of the
    puzzle suddenly fits.  She's never seen Faith perform
    before.  Holy shit.

    Faith doesn't play to the audience, or engage them in any
    way.  She is merely taking what's in her head and letting
    it out.  She doesn't care if they are there or not.  Now
    shrieking into the silence after a climatic downbeat, and
    holding the note... holding it longer than you believe she
    possibly could.  Then nothing.

    When it is over she just drops the microphone and walk
    away.  Fuck you.

                                                CUT TO:

    INT.  RETINAL FETISH/BACKSTAGE & DRESSING ROOM

    At BACKSTAGE, Lenny wends his way through the warren of
    corridors... past dim rooms full of wire junkies and
    playback freaks, all trapped into Squid nirvana: post-
    modern opium dens.  Sinister and scary.  He glimpses
    Faith, going into her dressing room.  He hurries...

    ... but she doesn't even look around when his reflection
    appears in the cracked mirror above the crummy vanity
    table.  She is drenched with sweat.  Spent.  Chugging a
    beer.  This is the first time they have been alone
    together in real-time for months.  Pain and the memory of
    joy.

                             LENNY
              Hi, baby.  I've missed you.

                             FAITH
              I know.  Lenny, if Tran finds you
              talking to me he'll hurt you.

                             LENNY
              I'm already hurting.

    She doesn't turn.  Just watches him in the mirror.  Most
    of the scene plays this way.  It is a cold parody of their
    love-making playbacks.

                             FAITH
              You have to go.  I mean it.

                             LENNY
              Yeah, OK, whatever you say.  Just
              answer one question.  Is anything
              wrong?  Iris said you might be in
              trouble.

                             FAITH
                      (startled, turning
                       to him)
              You talked to Iris?  When?

                             LENNY
              Tonight.

                             FAITH
              Well I haven't seen her in months.
              Who knows what's going on in her
              head.  You're really running out of
              excuses to come around, aren't you?

                             LENNY
              I know you Faith.  You're afraid of
              something.  What's going on?

                             FAITH
              Let it alone, Lenny.  It'll take
              care of itself.

                             LENNY
              It's Tran, isn't it?  This guy is
              poison, Faith.  Listen to me.  He's
              got you walled in on all sides.  And
              he uses the wire too much, he gets
              off on tape, not on you.

                             FAITH
              That's a good one, coming from you.

                             LENNY
              Why don't you just split?  You don't
              love him, anybody can see that.  And
              to him you're just some kinda
              possession, like a Ferrari,
              something to show the other guys.

                             FAITH
              He has his uses too.

                             LENNY
              What?  He gonna record you on his
              label?

                             FAITH
              Maybe.

                             LENNY
              Come on, Faith!  He's just toying
              with you.  And when he gets bored,
              you'll be yesterday's papers.

    Lenny is right behind her now.  He puts his hands on her
    shoulders, tenderly.

                             LENNY
              Look, baby, I've watched you create
              yourself out of nothing.  You're
              like a goddamn cruise missile,
              targeted on making it.  And you
              will.

                             FAITH
              Damn right.

                             LENNY
              It's you up on that stage, not him.
              You don't need him.

    She shrugs away from his touch.  Cold again.

                             FAITH
              You have to get out of here.  If
              Tran catches you he'll... he's
              acting crazy.  He's doing way too
              much playback and he's getting
              completely paranoid.  He's such a
              control freak, he's even paying Max
              to follow me around.

                             LENNY
              Max Pelcher?  You're kidding?

                             FAITH
              Yeah, for about a month now.  Lenny,
              just stay away from Tran, okay?  And
              stay away from me.  Stop trying to
              rescue me.  Those days are over.
              I'm a big girl now.  Stop trying to
              save me, okay, because I don't need
              saving... Just... give up on me.

                             LENNY
              Can't do it.

                             FAITH
              You know one of the ways movies
              still have Squid beat?  Because they
              always say "The End." You always
              know when it's over.  It's over!
              Now please leave.  I have to go on
              again in a couple of minutes.

    She looks at him and, after a moment, he nods and leaves.
    As the door closes behind him, Faith tosses her towel on
    the table.  She looks frightened and alone.

                             FAITH
              Hell.

                                                CUT TO:

    INT.  RETINAL FETISH/CORRIDOR AND MAIN FLOOR

    Turning a corner from the dressing room into the CORRIDOR,
    Lenny runs into Max.

                             LENNY
              Shoulda told me about your new gig,
              buddy.

                             MAX
              I was gonna tell ya.  Hey, it's just
              a job.  I feel like shit about it.

                             LENNY
              You should feel like shit.

                             MAX
              I figured, what the hell, I could
              take the prick's money and make sure
              Faith was OK at the same time.  Do
              us both good.  Right?

                             LENNY
              Fairly twisted logic, Max, even for
              you.
                      (already over it)
              Hey, at least you got a job!
                      (slaps him on the
                       back)
              Watch her for me.  Stay on her.

                             MAX
              I'm on her.

    Lenny climbs the stairs to the MAIN FLOOR, pushing his way
    through the crowd.

    Vita, watching the backstage area leans over to Tran,
    whispers in his ear.  Tran makes a sign to Beemer, and he
    stands to go after Lenny.

    Mace, at the bar, sees the Tran-Vita-Beemer action, looks
    around for Lenny.  Can't find him.  But figures there's
    got to be only one reason Beemer's on the prowl: he's
    looking for Lenny.  She whips out her cellular.

    CUT TO: Beemer, grabbing Lenny in a painful come-along
    hold and hustling him toward the back of the club.

    Lenny's cellular rings.

                             LENNY
              Can I get that?

    He reaches for his cellular, connects with...

    MACE, over by the bar.

                             MACE
              Hey Lenny, where the hell are you, I
              think Tran's got Beemer looking for
              you.

    BACK TO: Lenny, as he's hustled out the rear door.

                             LENNY
              Thanks for the tip.

                                                CUT TO:

    EXT.  ALLEY/RETINAL FETISH - NIGHT

    Beemer shoves Lenny into the alley and shuts the door
    behind him.

                             LENNY
              I recognize you.  You're Wade
              Beemer.  Running back for the Rams,
              am I right?

    Beemer, who was about to go to work on Lenny, pauses.

                             BEEMER
              Yeah, that's right.

                             LENNY
              I saw you play, man.  You were good.
              Like a fucking freight train I
              remember saying.  So what happened,
              injuries or what?

                             BEEMER
              Bullshit politics.

                             LENNY
              It's always politics.  Like this
              thing we're in here, he's paying you
              to tune me up, right?  But I could
              pay you more not to.  See what I
              mean?  I could write you a check
              right now--

                             BEEMER
              Come on, let's go, I got to get
              back.

                             LENNY
                      (pulling money out
                       of his pocket)
              Okay cash!  Logical.  Here's
              everything I have on me, what do you
              say?  How about a Rolex?

                             BEEMER
                      (barely a glance at
                       it)
              I already got a real one.  Come on,
              it won't be too bad.  It's not
              personal.

                             LENNY
                      (taking off the
                       Armani carefully)
              Just not the eyes.

    Beemer swings.

                                                CUT TO:

    EXT.  PARKING LOT/RETINAL FETISH - NIGHT

    As Lenny approaches the car, moving painfully, dabbing at
    a bloody nose.  Mace looks at him pityingly.

                             LENNY
              They oughta get some lights back
              there.  A person could get killed
              slipping on those stairs.  Let's go.

    CUT TO: an eerie NIGHT VISION SHOT of Mace and Lenny
    getting into the limo.  Then we see: Spreg and Engelman,
    the two street Hun cops.  Watching.

                                                CUT TO:

    INT.  MACE'S LIMO

    Lenny slumps in the back seat.

                             MACE
              You're some piece of work, you know
              that.  Just calmly backstroking
              around in the big toilet bowl, and
              somehow you never let it touch you.
              I mean, between Vice and this so-
              called occupation you're in now, you
              must've seen it all.

                             LENNY
              I have crawled through the gutter...
              through every wrinkle in the human
              brain.

                             MACE
              What I'm saying.  But you still come
              out this goofball romantic.

                             LENNY
              It is my sword and my shield, Macey.

    Lenny finds the anonymous tape in his pocket.  He looks a
    it, puzzled.

                             MACE
              What's that?  Present from Faith?

                             LENNY
              No idea.

    He opens his briefcase, pops the tape into the deck, puts
    the Squid rig on and closes his eyes.  Maybe he can forget
    about Faith a minute.  He punches PLAY.

    POV SEQUENCE: the first thing we notice is that the POV is
    distorted visually.  The colors are de-saturated.  Almost
    black and white.  Yet the detail is crisp and clear,
    almost hyper-real.

    WE ARE WALKING down a windowless hallway at a large hotel.
    An apparently endless row of doors.  The Wearer's glance
    goes to the numbers on the doors from time to time.

    We come to a particular door.  There is a DO NOT DISTURB
    sign on the door.  The Wearer moves to the room next door.
    Looks both ways.  The corridor is empty.

                             LENNY
              It's a test pattern so far.

    "Our" hands appear, quickly pulling on latex surgical
    gloves.  They look like male hands.  The snapping of the
    rubber is the only sound in the corridor.  The POV hunches
    down to the lock and we see the hands go to work with
    lock-picking tools.  Several seconds and the lock is very
    professionally picked.

                             LENNY
              Alright, a little B&E action.

    We enter the dark room, which is vacant.  The drapes are
    open and we see city lights.  It is night.  One gloved
    hand picks up the guest directory and looks at it in the
    moonlight coming in the window: the SUNSET SHERATON.

    The Wearer drops the directory and the hands reappear
    holding... a black ski-mask.  He pulls it on, leaving the
    subsequent POV seen through the eye-holes of the mask.

    The Wearer now looks into a mirror on the dresser.  He has
    avoided his reflection up until now.  We see a man,
    dressed in a jogging suit and black fanny-pack, and of
    course the ski-mask.  Totally anonymous.

                             LENNY
              Hey, getting good.  Solid suspense
              build.

    The Wearer crosses to the balcony door.  Opens it quietly
    and goes outside, moving to the wall dividing this room's
    balcony from the one next door.

    The Wearer climbs the railing and, six stories above the
    pavement, slips around the wall, stepping down onto the
    other balcony.  We hug the wall, looking furtively into
    the room.  It is a suite.  In the living room we see a
    woman making herself a drink at the mini-bar.  She
    turns...

    It is Iris.  She is wearing a T-shirt and panties.
    Probably ready for bed.  She looks like she can't sleep.
    Pours the Scotch shakily.

    CUT TO LENNY, the streetlight washing across his face.  He
    gets suddenly serious with a flash of premonitory dread.

    IN POV we see Iris go into the bedroom, out of sight.  We
    can hear the television on in there.  Using a steel jimmy
    the Wearer slips the latch on the balcony slider and
    silently opens it, slipping inside.

    We stalk quietly to the bedroom door, listening to her
    movements.  Water running in the bathroom.  We come around
    the door frame.  Bedroom dark, bathed in TV glow.  Iris in
    the bathroom, washing her face with cold water.

    We move toward her.  Crossing the room as she reaches for
    a towel.  We are now only a couple of feet away.  She
    comes out of the bathroom, walking right past us, drying
    her face.  She lowers the towel, turning away... her eyes
    whip back.  Widening in terror.

    She reacts with surprising speed, diving across the bed.
    We go after her.

    Her hand goes under the pillow and comes out with a small
    automatic.  She whips it around toward us but we grab it
    and twist it away before she can fire.  She smashes the
    palm of her hand into our face and rolls off the bed,
    lightning-fast.

    We follow her as she scrambles up, running through the
    bedroom door.  Across the living room and down the short
    hall to the front door.  Closing rapidly on her as she
    somehow gets the chain off the door and gets out into the
    hall.

    Slam!  We tackle her against the far wall of the corridor.
    Our right hand comes into view holding a small electric
    stunner.  ZAP!  We nail her right in the back between the
    shoulder blades.

    She sags to the floor, gasping.  We zap her again.  The
    Wearer's glance does a 180 both ways down the corridor...
    nobody in sight.  We clamp our hand over Iris' mouth and
    drag her back into her room, locking the door.

    ON LENNY, reacting.  Going white.

                             MACE
              What is it?

                             LENNY
              Go to the Sunset Sheraton.  RIGHT
              NOW!  Just go!  GO!

    Lenny goes back under the wire, seeing...

    WE ARE DRAGGING a semiconscious Iris into the bathroom...
    propping her up with her back against the white tile
    wall... grabbing her hands and handcuffing them one by one
    to the steel towel rack above her.  She is moaning.  And
    crying.

                             IRIS
                      (voice distorted)
              I haven't seen your face... I
              haven't heard your voice... you can
              still let me go...

    ZAP!  The Wearer hits her with the stunner again.  She
    jerks and gasps for breath.  We see our latex-gloved
    finger come up in front of us and hear SSSHHH.

    Moving quickly now.  Our hands unbuckle the fanny pack.
    Pull out something... a set of playback trodes.  Our hands
    place them on her head.  She stares uncomprehending.
    What?  We catch a glimpse of some electronics stuff inside
    the pack... a record deck, some wires, a small metal box.

                             LENNY
              Holy shit.  He's jacking her in to
              his own output.  She's seeing what
              he's seeing.  She's seeing herself.

    Iris can now see herself as the Wearer sees her... wide-
    eyed with terror, white-lipped, weeping.  Helpless.  And
    she can feel what he feels.

    The Wearer's hand goes back into the fanny-pack and pulls
    out something else.  A black athletic headband.  We slip
    it over her head, down over her eyes.  A blindfold.  Now
    she can only see what the wearer sees.

    And also from the bag we pull... a yellow plastic object.
    With our thumb we extend the five inch blade of the razor
    knife, the type with tips that can be broken off by
    segments when they get dull.  It extends with an ominous
    clicking sound.

    We lower it toward her and cut up the middle of her T-
    shirt, laying it open.  Exposing her torso.  We then look
    down and slide the knife under the side band of her
    panties, slicing them off.  We put the knife up to her
    throat, and she whimpers, afraid to cry out, and then we
    draw the flat side of the blade across her body as if to
    tease her with the prospect of her death.

    MACE LOOKS AT LENNY'S EXPRESSION of dawning horror and
    pulls the car to the curb about a half-block from the
    Sunset Sheraton.  Lenny is hyperventilating, shifting in
    his seat as if ants are crawling over him.  He is
    experiencing the stalker's exhilaration.

    IN POV we see the Wearer pull his jogging pants down below
    his knees (R-rated please) and reach for Iris.  Kneeling
    in front of her, he pushes her legs apart and pulls her
    hips forward onto him, pushing into her.

    Iris is feeling and seeing what he sees and feels... She
    feels her own pain and humiliation swirling with the
    killer's exhilaration.

    ON LENNY, sweating and barely able to breath.  Mace stops
    the tape... concerned by Lenny's reaction.  He opens his
    eyes... Mace see the fear there, of what the tape may
    reveal.  But he shakes his head.  He has to know.  He
    pushes her hand away and punches PLAY.

    IT FLOODS INTO HIS HEAD AGAIN.  The sweaty, grunting
    horror.  The stalker picks up her slit T-shirt and quickly
    wraps it around her neck.  He knots it tight and twists
    one powerful hand into the knot.  The muscles in his
    forearm look like cables as he turns the knot tighter.

    The stalker viciously twists the knot a full turn and the
    T-shirt fabric almost disappears into the skin under her
    jaw.

    Via her trodes, Iris watches herself die.  Her death comes
    at the moment of his orgasm which is fed to her...
    blasting off the planet on total overload... terror, pain,
    death merging with ecstasy and exultation at the same
    instant.

    ON LENNY, crying out and grabbing for the trodes, but he
    just holds onto them, as if they are sucking his brains
    out of his skull.

                             LENNY
                      (like a mantra)
              On my God.  Oh my God.

    BACK TO POV, a glimpse of the Wearer's hand relaxing the
    knot.  Iris' head lolls.  Her mouth is slack and open.  We
    remove her blindfold.  Her eyes are half-lidded.  Very
    dead looking.  Our fingers gently push them wide open.

    BACK TO LENNY, looking like he has been gut kicked.  He
    gasps for breath.

    TO POV, as the killer's hand calmly moves Iris' head from
    side to side... studying her dead face.  Her staring eyes.
    He leans very close to her and stares into one dead eye,
    the pupil wide, seeing nothing.

    A burst of static.  End of tape.

    Lenny opens his eyes.  He fumbles open the car door and
    practically rolls out onto the sidewalk.  The trodes pull
    off his head as he lurches up, reeling across the sidewalk
    to a darkened storefront where he leans for support.  He
    doubles over and heaves up the contents of his stomach.

    Mace circles around the car and catches him as he sags to
    his knees.  She holds his shoulders while he throws up
    again.

                             MACE
              My God, Lenny.  What is it?

                             LENNY
              Black.  Jack.

                             MACE
              Blackjack?  I don't understand--

                             LENNY
              Snuff clip.  It was Iris.  She said
              she needed my help and I... aw
              Jesus, Mace... the sick fucker
              killed her.

                             MACE
              Are you sure it's real?

    Lenny looks up, in the direction of the hotel.  Mace
    follows his glance.  They notice for the first time: cop
    lights; cop cars; ambulance; coroner's wagon.

    CLOSE on Iris' body, in a bag, being loaded into the
    coroner's van.

                                                CUT TO:

    EXT.  PARKING LOT/DIM SUM JOINT/LITTLE TOKYO - NIGHT

    Neon reflections on the roof of Mace's limo as it pulls
    into the lot and slides up to Max's car.  Max is sitting
    in the open door, feet on the pavement, eating dumplings
    from a take-out carton.  He looks up as Lenny and Mace get
    out of the limo.  Sees their expressions.

                             MAX
              Ohhhh shit.

    TIME CUT: Lenny, sitting on the hood of Mace's Lincoln,
    has his head propped in his hands.  His eyes are
    distant... replaying.  Still shocked to his soul.  Mace
    paces nearby.

    Max sits in the open door of his car ten feet away, trodes
    on, playing back the tape.  His face is transformed into
    an ashen mask lit by neon... mouth open in shock.  With
    shaky hands he stops the deck.

    Opens his eyes.  Long beat.  He glances down at the dim-
    sum carton in his hands.

                             MAX
              Well... I've lost my appetite.
                      (lofts it into a
                       nearby dumpster)
              For about a year.

    He gets to his feet, offering the deck and trodes to Mace.

                             MACE
              No way.

    Max pulls a hip-flask full of tequila from his army jacket
    and takes an eye-watering pull.  Offers it to Lenny, who
    follows suit.

                             MAX
              You alright?  Y'okay?

                             LENNY
              Yeah.  No, not really.

                             MAX
              Let's work it.

                             LENNY
              Not now... I don't want to think
              about it--

                             MAX
              Come on, Lenny.  You used to be good
              at this stuff.  Play it down.
              What's the perp doing?

                             LENNY
              He stalks her.  He rapes her.  Then
              he does her...

                             MAX
              And he records it.  Thrill kill.
              Wants to see it again.  And again.

                             LENNY
              He records himself raping and
              killing her--

                             MAX
              But at the same time he's sending
              the signal to her--

                             LENNY
              So she feels... what he feels...
              while he's in her.  The thrill while
              he's killing her... is sent to her,
              heightening her fear... which in
              turn heightens the turn on for him.
                      (turns to him)
              I've seen a lot, Max.

                             MAX
              So've I.  Too much.

                             LENNY
              But this is a bad one.

                             MAX
              Top ten.

                             LENNY
              He makes her see her own death,
              feeds off the reaction... killer and
              victim merging... orgasm and agony
              merging.  And he records it all.

                             MACE
              And gives it to you.

                             LENNY
              Wants to share.

                             MAX
              That's right.  He wants to share.
              Needs an audience.  This is one sick
              puppy.

                             LENNY
              Why me?

    Mace is hugging herself.  Edgy and tense.

                             MACE
              Cause you're the man, right?  The
              Magic Man.  If it's got something to
              do with the wire, sooner or later it
              washes up on your beach.

                             LENNY
              I've never dealt in black-jacks.
              Never.  Everybody knows that.

                             MAX
              He's skull-fucking you, bud.  Trying
              to get a reaction.  Maybe pushing
              you to do something.

                             MACE
              Maybe he just figures Lenny will
              appreciate what he's created.  It's
              the dark end of the street, Lenny.
              How do you like it now?

                             LENNY
              Jesus, Mace.  Back off.

                             MACE
              This guy is someone you know, one of
              your squid-head contacts.

                             MAX
              Problem is, Lenny knows everybody.

                             MACE
              Take the tape to the cops.

                             LENNY
              Uh unh.  No way!  They'd crucify me.

                             MACE
              So some psycho wire-freak gets to
              keep running around--

                             MAX
              Naw, he's right.  They'll figure
              Lenny's the perp, or go through his
              client list, ruin his life... such
              as it is.  Look, I'll call the guys
              in Homicide... tell them she was a
              friend of mine and they'll keep me
              in the loop.  Get me the forensics
              and all that.
                      (he opens his car
                       door)
              Get some sleep.  I'll call you when
              I get something.
                      (he starts his car)
              And Lenny... I'd keep moving if I
              were you.

                                                CUT TO:

    INT.  ELEVATOR AND TRAN'S LOFT

    The elevator is huge -- big enough for a truck -- and
    Lenny seems small in the huge space, while shadows crawl
    across his body as the old machinery pulls him up
    toward...

    FAITH, in the loft above.  She looks into the vast
    bedroom...

    ... at Tran sitting in a chair, tranced out under playback
    trodes, his eyes closed.  She softly closes the sliding
    door and walks across the cavernous main room.  The place
    is lit by the flickering reflections from a series of huge
    television screens along both walls.  Otherwise there is
    little light.  The cavernous loft is sparsely but very
    expensively furnished.  Haute-tech design.  Total contrast
    to Lenny's ratty digs.

    LENNY'S POV through the cage-door of the elevator as it
    reaches the loft and Faith is revealed, waiting for him in
    the shadows.  He slides open the cage-door and she moves
    quickly to him.

                             FAITH
                      (whispering, furtive)
              You're crazier than I thought,
              Lenny.  Coming here... Tran's just
              in there.

                             LENNY
              Iris is dead.  She was murdered.

    Faith stiffens.  We see the fear, now, exposed.

                             FAITH
              Who did it?

                             LENNY
              Don't know.  But this guy's real
              damaged goods.  Iris knew someone
              was after her... and she said you
              were in danger too.
                      (he grabs her
                       shoulders)
              Now no more games, Faith.  Whatever
              you're hiding, whatever's going on,
              you have to get out of here now.
              Come with me right now.  Don't even
              think about it.

                             FAITH
              Then what?  Then what, Lenny?!  You
              going to protect me?  Big tough guy.
              You're a talker, Lenny.  You don't
              even have a gun.

                             LENNY
                      (hurt)
              I have a gun.  It's under my bed.

                             FAITH
              You don't know what you're fucking
              with here.

                             LENNY
              Tell me.

    A VOICE from the shadows, like the whisper of a blade in
    the air.

                             TRAN
              Go ahead, Faith.  Tell him.

    Tran steps forward, totally at ease with the situation.
    Out of the shadows behind him step Joey Corto, Duncan and
    Vita Minh.

                             FAITH
              Look, Tran... Lenny just came by to
              give me some bad news.  An old
              friend of mine has been murdered.
              You remember Iris?

                             TRAN
              A tragic story, no doubt.
                      (to Lenny)
              How'd you get up here?

                             LENNY
              Charm.

                             TRAN
                      (looks at Faith)
              Uh huh.  Look, Nero.  I'll make you
              an offer.
                      (he grabs Faith by
                       the arm, steps
                       closer)
              Take her.  Right now.  If she wants
              to go, if she's unhappy here, she
              can go.  I'll let her choose.  Faith
              always knows what she wants.
                      (he turns her loose)
              Hands off.  See?

    Lenny glances at the open elevator right behind him.  So
    close.  She just has to take one step to him... and they
    will be out of there.  Together.

                             LENNY
              It's alright.  He means it.

                             TRAN
                      (to Faith)
              I do mean it.
                      (to Lenny)
              And I mean this... if Faith stays
              you go away and never come back.
              You scuttle back into your cockroach
              hole and never cross my vision
              again.  You understand?

    She glares at them both for a long moment.  Emotions play
    across her face, complex and unreadable.  She steps back,
    taking her place at Tran's side.

                             FAITH
              I made my choice, Lenny.

                             TRAN
                      (to Lenny, nodding
                       toward the elevator)
              You're going down.

    Joey Corto and Duncan shove Lenny roughly backward into
    the elevator.  Corto slams the gate shut and slaps a
    button to lower the lift.  The last thing Lenny sees as he
    descends is Faith's face, above him.

                             FAITH
              I don't love you, Lenny.  Give up.

                                                CUT TO:

    INT.  BEDROOM AREA/TRAN'S LOFT

    Faith is crying as Tran comes up behind her.

                             FAITH
              You said you were going to get her
              out of this.

                             TRAN
              Maybe now you appreciate the danger
              we're in.
                      (he moves very close)
              It was touching the way you stood by
              me in there.  "Stand by your man".
              I was moved.  You were very good.  I
              don't think he even understands that
              you did it for him.

                             FAITH
              He doesn't know what's going on.
              Leave him alone.

                             TRAN
              I'd love to.  But he keeps showing
              up.  And you keep talking to him.  I
              can't have that--

    And he slaps her.  Really hard.  Decks her.  He's
    trembling with rage... and something else.  Fear.

                             TRAN
              The only time a whore should open
              her mouth is when she's giving head.

                             FAITH
              Fuck you.

                             TRAN
                      (walking away)
              Maybe later.

                                                CUT TO:

    INT.  ELEVATOR/TRAN'S LOFT

    The huge elevator, with Lenny its sole occupant, descends
    through the shadows toward the first floor.  Lenny watches
    the shadow patterns on the wall through the iron grillwork
    door.  He's still thinking about Faith...

    ... even when the elevator reaches the first floor and
    Mace comes into view.  She's waiting for him.  He steps
    forward.  But he can't open the grillwork door.  And the
    elevator doesn't stop.  It keeps going down.  Lenny,
    spooked, works the door hard... as Mace disappears from
    view above him...

    ... and the elevator bumps to a stop in the basement.
    With Vita and the beef squad waiting for Lenny, stoney-
    faced.  Last stop.  All out.

    Lenny tries to keep the door shut, but Duncan wrenches it
    open.  Vita grabs Lenny and twists his arm painfully
    behind him in one fluid move.  They hustle him toward a
    dank basement room near the elevator.

                             LENNY
                      (speed-rap)
              Listen, can we be smart here?  I
              could make it really worth your
              while... I could cut you a check for
              500 each... hell, make it an even
              grand... I'm not saying you don't
              land a couple shots, just go light
              is all I'm saying... here, take my
              Rolex.

                             CORTO
              Lemme see.

    A glimmer of hope in Lenny's eye as he whips it off his
    wrist.  Corto doesn't even look at it.  Gets it over his
    hand about mid-way, then -- using the watch like a pair of
    brass knuckles -- clobbers Lenny in the face.  Watch parts
    go flying as Corto steps away and Duncan slams Lenny up
    against a column.

    Vita weighs in... gut-punching Lenny savagely.  She works
    him expertly, with a series of painful jabs.

    He sags to his knees.  Not only is this painful.  It's
    goddamn humiliating.  And Duncan and Corto enjoy every
    second of it.

                             CORTO
              We tried to find a smaller girl, to
              beat the shit out of you, Lenny...
              but it was short notice.

    Vita grabs Lenny by his hair and pulls him up with one
    rock-hard arm.  She is cocking back the other arm for a
    pile-driver punch when...

    Suddenly a dark shape materializes behind her.  Mace
    drives Vita head first into the steel column.

    Duncan lunges in and grabs for Mace.  This is a mistake.
    Mace doesn't fight fancy.  And she doesn't fight fair.
    She fights to win.  And she is awesomely fast.  Her moves
    are street moves, coupled with arm-locks and come-alongs
    she has been trained to use as a security driver.

    Lenny recovers enough to size up Vita, who is still a
    little stunned.  She has blood dripping in her eyes and
    can't see too well.

    But she charges him.  And -- being the gent that he is --
    he busts her over the head with a dusty old folding chair.

    Mace drops Duncan about the time Vita is hitting the
    ground, leaving...

    CORTO, who fumbles out a Beretta 9mm and sticks it in
    Mace's face.  He sniggers, loving the upper hand.

                             MACE
              Safety's on.

    And like a jerk, he looks.

    She snaps sideways in a headfake and closes blindingly
    fast, twisting the gun out of his hand.  She continues to
    twist his wrist brutally and Corto goes down to one knee,
    groaning.  She takes his Beretta and backhands the barrel
    hard across his face.  Mace releases his wrist and he
    crumples in a heap.

    She and Lenny back out the door.  Then Lenny runs back in
    and kicks Corto in the ribs.

                             MACE
              Lenny!

    Mace grabs him and pulls him out of the room, then slams
    the metal firedoor behind them, locking it with a piece of
    junk wedged behind the release bar.

                                                CUT TO:

    EXT.  STREET - NIGHT

    Mace and Lenny hotfoot it toward the parked limo.  Mace is
    disassembling the Beretta without looking at it.  She
    chucks pieces over a chain-link fence as they go.  Lenny
    brushes himself off, checking his jacket for damage.  He
    is high from winning the fight.

                             LENNY
              Is this great fabric or what?

                             MACE
              You ever wonder why you get beat up
              a lot?

                             LENNY
              Never really thought about it.

                                                CUT TO:

    INT.  LENNY'S APARTMENT

    Squid POV: the killer enters the vacant hotel room,
    passing the mirror on the dresser.

                             LENNY (V.O.)
              Come on... look in the mirror.  You
              know it's there, you're keeping your
              eyes off it, you bastard... SHIT!
              Who are you?

    CUT TO: Lenny, yanking the wire off his head, Mace near
    him.

                             LENNY
              He knows what he's doing.  He's worn
              before... a lot.

                             MACE
              So that gives you something.

                             LENNY
              It gives me... I don't know... maybe
              two hundred people who I know wear.

    As he talks Lenny fiddles with some custom electronics
    gear.  The back is off the deck, and he has a ribbon wire
    connecting it to some kind of amplifier black-box which he
    is using to boost the gain.

                             MACE
              Don't crank the gain any more.
              You're gonna fry yourself.

                             LENNY
              I need to see more... get more
              detail.  Something.  I feel his
              presence, so strong...

    Mace watches, concerned, as Lenny puts the trodes back on
    and hits playback.

    Squid POVs: strobe-like images of Iris' rape and death,
    separated by burst of static...

    ... as Lenny keeps hitting the forward and rewind buttons,
    searching the tape for clues, reacting to the feelings on
    the tape, trying to manage his revulsion...

    ... until Mace yanks the trodes off and Lenny sags back on
    the couch.  He rubs his eyes.  He is seeing ghosts,
    afterimages burned into his visual cortex.  The room is
    alive with them, shimmering.

                             MACE
              No more, Lenny.

                             LENNY
              Yeah.  I'm ghosting pretty bad.

    Lenny see Iris' terrified face.  Literally.  It floats
    iridescent on his living room wall, fading slowly.

                             LENNY
              She came to me for help.  I should
              have read it better... I just
              figured, y'know... another strung-
              out hooker having a bad night.

                             MACE
              It's not your fault.

    Lenny gets up, staggering to the kitchen.  She goes with
    him.

                             LENNY
              Sex killers act alone.  So there's
              no information on the street, which
              is how cases get made.  Cops know
              they'll never nail this guy the
              second they look at the scene.

    Lenny sucks down four Tylenol with a long pull from a
    bottle of vodka.

                             LENNY
              And anyway, nobody gives a shit
              about a dead hooker.  They're
              roadkill.

    Requiem for Iris.  Mace watches Lenny rubbing his eyes,
    waiting for the Tylenols to hit.

                             LENNY
              See, it's all about what they see
              walking in.  A dead hooker,
              handcuffs, penetration... they'll
              see a trick gone wrong.  Random
              kill.  The kind you never solve.

                             MACE
              But that doesn't add, does it.

                             LENNY
              No it doesn't.

                             MACE
              Because Iris knew somebody was after
              her.

    Lenny, wound up like a Swiss movement, starts pacing.

                             LENNY
              She said "If they get me".  They.
              Which means the whole sex-killer
              thing is a cover, which means
              somebody whacked her for a reason.

                             MACE
              So the guy's not a sicko.

                             LENNY
              If he could do what's on that tape,
              he's a sicko.

                             MACE
              Okay, so he's a freak who thinks
              he's sane pretending to be a freak.
              The point is, he was a hitter.
              Somebody wanted to shut her up.  But
              why not just put a little lead in
              her ear?

                             LENNY
              Because it had to look random.  Not
              connected to anything or anyone.
                      (he seems to run out
                       of energy)
              But then why give the rape to me?

                             MACE
              That's where it gets a little
              strange.

                             LENNY
              And what about the guy that was
              following me?

                             MACE
              Now you're really getting paranoid.

    Lenny collapses on the couch, rubbing his temples.

                             LENNY
              The question is not whether I am
              paranoid, but whether I am paranoid
              enough.  You want to rub my neck?

                             MACE
              Sure.

    Mace sits next to him and starts to work.  Strong, knowing
    fingers.  Lenny starts to relax a little.

                             LENNY
              How's Zander?

                             MACE
              OK.  He asks about you all the time.
              It's been weeks since you've seen
              him.

    Lenny sort of keels over.  His head slumps in her lap.

                             MACE
              I'm sorry about getting on your case
              earlier.  I just see you getting
              sucked in deeper and deeper, and I
              -- anyway.  I'm sorry.

                             LENNY
                      (drifting off,
                       joking)
              S'okay.  I know you still love me.

    She looks down at him, gently brushes his hair off his
    sweaty forehead in an unconsciously maternal gesture.  He
    is out cold.

    Mace gazes at Lenny's sleeping face in a way we haven't
    seen before: unguarded.  Caring.  Loving.

    And we get it: she does love him.  It makes no sense, and
    it is a great burden to her that he doesn't see her... but
    there it is.

    She shakes it off: she doesn't want to deal with it now.
    Maybe not ever.  She leans her head back against the ratty
    top of the couch, sighs.  And keeps her hand moving
    soothingly on his head.

                                                CUT TO:

    EXT./ INT.  MACE'S HOUSE/INGLEWOOD - DAY

    Mace pulls the limo into the driveway of a modest stucco
    house in Inglewood.  It's dawn.  A neighbor is walking the
    dog.  Mace heads into the house, picking up a couple of
    toys left scattered in the front yard.

    Inside, ZANDER, age 6, is watching TV in his pajamas and
    eating a bowl of cereal.  Behind him, on the couch, is
    Mace's younger sister CECILE, zee'd-out.  Zander frowns at
    her and looks at a red-plastic (toy) watch.

                             ZANDER
              Where were you Mom?  Did you meet a
              guy?

                             MACE
              Just Lenny.

                             ZANDER
              Right.  That explains it.

                             MACE
              Are you going to make me beg?

    Zander scrambles over to his mom, throws his arms around
    her.  Big hug.

                             MACE
                      (looking at weird
                       stuff in cereal)
              What is that?

                             ZANDER
              Cheerios and wieners.  I made it
              myself.  It's good.

                             MACE
              Well give me some then... I'm
              starving.

                                                CUT TO:

    INT.  LENNY'S APARTMENT

    2:20  P.M.  DEC 31

    Lenny wakes up to the sound of the phone ringing.  He is
    on the couch, still clothed.  He hears Max's voice on the
    answer machine and groggily grabs the receiver.

                             MAX (V.O.)
              Hey, the last day of the world and
              you spend it in bed.

                             LENNY
              W'sup, Max?

                                                CUT TO:

    EXT.  A.M.E. CHURCH AND STREET/SOUTH CENTRAL - DAY

    Max, on the cellular, across the street from a church
    where mourners stream out of a memorial for Jeriko One.
    The sidewalk and street are clogged with fans, and further
    off -- a cordon of very anxious-looking crowd control
    cops.

                             MAX
              Not a whole hell of a lot.  They've
              just been saying words over Jeriko.
              Tensions running pretty high down
              here.  I'm telling you.

    WHAT MAX SEES across the street... SLOWMO as Tran comes
    out of the church with Faith next to him.  Corto, Vita,
    Duncan and Beemer form a loose protective shell around
    them as the press bears down, shouting out questions.
    Tran ushers Faith into a waiting limo and climbs in after
    her.  The rest of the muscle keeps the press away from the
    car as it pulls away.

    CUT TO: Max, still on the phone to Lenny.

                             LENNY (V.O.)
              Faith OK?

                             MAX
              Yeah.  She's leaving with Tran so I
              got to boogie.  Real quick... Iris
              checked into the Sheraton last night
              under a false name.  Paid cash.

                             LENNY
              Looks like she was holding out.

                             MAX
              Yup.  Hey, so I heard you dropped in
              on Tran last night.  Another slick
              Lenny move.

                             LENNY (V.O.)
              He's in this somehow... I don't know
              how.  Just stay close to Faith.

                             MAX
              I'm on her, amigo.  No worries.
              Gotta jam.

                                                CUT TO:

    INT.  LENNY'S APARTMENT

    As Lenny is hanging up he notices something.  A MANILA
    ENVELOPE stuck between the steel bars and the glass of his
    front window, next to the door.  "NERO" is printed on the
    envelope.

    Oh shit.  He opens the door, looking both ways.  No-one is
    around.  He fishes out the envelope from behind the bars
    and takes it inside.  Of course it contains a tape.  He
    stares at it with dread.

    Lenny sits down and put the tape in his playback deck.  He
    picks up the trodes and places them on his head.  He
    notices his hands are shaking.  He takes a deep breath and
    punches PLAY.

    POV SEQUENCE: DAY.  As expected we see the de-saturated
    signature look of the killer's vision.  The Wearer is
    walking through the courtyard of Lenny's apartment
    building.  We recognize it by the unkempt pool, the sunken
    deck furniture.  We walk through a breezeway to an ally-
    like courtyard behind the building.  We approach a door...
    the back door to Lenny's apartment.

    The killer picks the lock on the back door.  Opens the
    door and enters.  The apartment is dark, blacked out.  We
    are in the kitchen.  We stop and listen.  Water dripping
    in the sink.  Soft snoring from the living room.

    Moving to the other room.  Slowly, silently.  Furtively
    looking around the door frame to the living room.  There
    is Lenny, crashed out on the couch.

    Now moving stealthily toward him.  Kneeling down beside
    him.  Lenny, burned out from the night before, is deep
    under.  Our hand comes into view, holding the yellow
    plastic razor knife.  With his thumb, the killer extends
    the blade... click, click, click, click.

    The blade flashes in a beam of sunlight as it moves toward
    Lenny.  The killer lays it gently against Lenny's throat.
    Draws it slowly across... not leaving a mark.

    The POV backs away and -- static as the tape ends.

    LENNY, IN THE PRESENT, whips off the trodes, freaking.  He
    feels around his throat with one hand... can't feel
    anything.

    Crossing quickly to a mirror near the front door, he
    inspects his neck minutely.  There is a hair-line red line
    over his carotid.  He looks around the room wildly, his
    heart hammering.  Slowly, he gets his breathing under
    control.

    Then... he hears something in the kitchen.  A tiny click.

    His eyes go wide.  Hyperventilating, Lenny moves silently
    into the bedroom.  He fishes around under the bed and
    pulls out a GLOCK 22 .45 auto pistol.  He stalks silently
    toward the kitchen.

    Then he looks at the butt of the pistol-grip: no magazine.
    He un-stalks back to the bed and finds a loaded magazine
    under a bunch of dirty socks.  He inserts it quietly,
    wincing as he chambers a round.

    Heart thudding, he works his way to the kitchen door.  He
    edges around the frame, pie-ing the room.  Cop reflexes
    intact.

    Mace is sitting at the kitchen table, giving him a funny
    look.  She is drinking a cup of coffee, made from the
    bottle of instant on the counter.  She is dressed
    casually, in bicycle pants, work boots and oversized nylon
    jacket over a tank-top.

                             MACE
              Whatup Lenny?

                             LENNY
                      (hands shaking)
              Jesus, Mace!

                                                CUT TO:

    INT.  LENNY'S APARTMENT

    A little later.  As Lenny tosses stuff into a folding bag:
    clothes, a playback deck, a box of .45 hollow points.  He
    grabs his grimy old Second Chance body armor from the LAPD
    and stuffs it into his Haliburton.  When Mace sees him do
    that, she knows things are freaky.

                             MACE
              Where we going?

                             LENNY
              Anywhere.
                      (finger to his lips)
              We'll talk about it in the car.

    Mace glances around... unnerved by the possibility of
    audio surveillance.

                             LENNY
              Hand me that box of tapes, will you?

    He's pointing to a shoe box full of "Faith" tapes.  Mace
    hands them over with obvious distaste.  He throws them in
    the bag, starts to zip it...

    ... then sees his reflection in the bedroom mirror:
    something's the matter.

                             MACE
              What is it?

                             LENNY
              This tie doesn't go with blue!

    He yanks off the tie and grabs another.

                                                CUT TO:

    INT./ EXT.  MACE'S LIMO AND STREET - DAY

    Mace and Lenny drive through the streets of LA on the last
    day of this millennium.  There are cops in body armor and
    helmets on some street corners, holding automatic rifles.
    Helicopters orbit endlessly.  And a National Guard tank
    rumbles down the street.  State of siege.  The car radio
    is on, with KROQ's poor Man hyping the impending
    Millennium LA party.

                             POOR MAN
              ... the New Years Eve mega-bash of
              the century.  Ten square blocks of
              madness, with live music, fireworks
              and the actual rich and famous of LA
              hobnobbing with us peons.  Also
              yours truly the Poor Man will be
              there at the KROQ bandshell, giving
              away "Millennium LA" and "KROQ 2-K"
              T-shirts by the truckload--

    Lenny is keyed up and tense.  He keeps looking out the
    back window.

                             MACE
              Will you relax.  There's nobody back
              there.

                             LENNY
              Mace, the guy had a knife.  To my
              throat.  In my living room.
              Relaxing might be right out, okay?!

                             MACE
              You better keep a low profile for a
              while.

                             LENNY
              No shit.  You got someplace in mind?

                                                CUT TO:

    EXT.  BACKYARD/MACE'S HOUSE - DAY

    On Zander, face lighting up, giving Lenny a high five.
    Lenny drops his bag, shakes, does a little silly hand
    choreography -- a goof on a bro grip -- that makes Zander
    laugh.  Mace watches this ritual and smiles herself.
    Zander can call out a part of Lenny that Mace would like
    to see more of.

    Cecile is there, hanging out with her boyfriend CURTIS,
    and Curtis' friend VEJ.  These two guys are about 18,
    dressed in gangsta garb.  They are listening to "The
    Prophets of Rage" on a CD player, and watch Lenny with a
    dispassion that flirts with distaste.

                             ZANDER
              What do you got?

                             LENNY
                      (pulls a tape out of
                       his pocket)
              Today I have...

                             MACE
                      (seeing the tape)
              Lenny, have you lost it completely?

                             LENNY
              Easy, there, Mom.  Easy.  This is
              audio only.
                      (hands tape to
                       Zander)
              John Coltrane.  "A Love Supreme."
              Give it a listen, let me know what
              you think, maybe you won't go for it
              now, but it'll get in your head and
              grow like a seed into something
              really beautiful.

                             ZANDER
              Let's play it now!

                             LENNY
              Later.  Your mom'n I are heading
              right back out.

    Groans of outrage and protestations of unfairness from
    Cecile, Vej and Curtis follow this bad news.  Cecile even
    musters the gumption to speak up.

                             CECILE
              Hey, come on, I been baby-sitting a
              full 24 hours, I have to get ready
              for the party tonight...

                             MACE
              Cecile.

    Mace frosts her with a look.  You don't mess with Mace.

                             MACE
                      (to a disappointed
                       Zander)
              You're not the only little boy I
              have to look out for, honey.

    Zander nods: OK.  Lenny gives him the grip.  Zander's hand
    outmaneuvers his, and the boy smiles in triumph.

                                                CUT TO:

    INT.  UNDERGROUND PARKING GARAGE

    POV: squid tape of Iris' death.  Quick barrages of the
    savage imagery interspersed with bursts of static...

    ... until Tick slips off the trodes.  He's been totaled by
    what he's seen.

                             TICK
              Whoa.  That is one unbelievable
              piece of eyefuck.

                             LENNY
              Skip the art criticism, Tick, what
              can you tell me about the wearer.

                             TICK
              Well... the guy's fucked up.

                             MACE
              We know that, Tick.

                             TICK
              No, I mean the killer's got some
              kind of distortion in his visual
              cortex.  The color and gray-scale
              values are all messed up, like color
              blindness.

    He gives the tape a fast run through his processing
    equipment.

                             TICK
              Lookit, you see the peak period
              ratios there?  Could be some kind of
              tumor or brain lesion or something.
              Some kind of trauma
                      (shaking his head)
              This is not good.  I don't like this
              at all...

                             LENNY
              What?

                             TICK
              Well, it's cutting awful close to
              me.  I mean she was just here.

                             LENNY
              Who was just here?

                             TICK
              Iris, man.  Pay attention.

                             LENNY
              Wait, wait... wait a minute.  Iris
              was here?!

                             TICK
              Yeah, she came by last night.
              Shaking like a junkie, wanting me to
              make a copy of some clip.

                             LENNY
              What clip?  What was it?

                             TICK
              I don't know, man, she wouldn't let
              me see it.  Said I wouldn't want to
              see it.  She said she was going to
              give it to you to hold for her.
              Like insurance or somethin'

                             LENNY
              She never gave me a tape.

                             MACE
                      (to Lenny)
              Think back about what she said.
              Exactly what she said.

                             LENNY
                      (revved up)
              She wanted to go out to my car,
              something about my car...

                             MACE
              Something in your car...

    Lenny and Mace swap a look: oh shit.

                                                CUT TO:

    EXT.  SAN PEDRO IMPOUND YARD - DUSK

    6:05  P.M.

    The last night of this millennium is falling.  Mace's limo
    pulls to the curb.  The yard is located in the vast no-
    man's land of storage lots, cranes and warehouses near
    harbor piers.  The impound office is locked.  Closed for
    New Years Eve.

    CUT TO Lenny and Mace cutting the chain off the gate with
    the long-handled bolt-cutters.  They enter the yard.  Mace
    is carrying a blunt object that looks like a ray-gun.  A
    TAZER.

    Right on cue a huge Rottweiller bounds out of the shadows
    at them, growling, its head low on an attack run.  Mace
    fires and the tazer lights up the with 120,000 volts (low
    amperage, not lethal).  It whines and flips over twice,
    then runs off behind some parked cars.

                             LENNY
              That's a handy little attitude
              adjuster.
                      (sees his car)
              Damn.  I'm boxed in.

    Lenny and Mace approach his BMW, blocked in by ten other
    cars, so he's not getting it back this trip.  He unlocks
    the door and looks inside with a tiny Mag-Lite while Mace
    covers them with the tazer.  A puppy-like whine comes
    occasionally from behind some cars nearby.  We catch a
    glimpse of the puzzled, snuffling Rottweiller eyeing them
    warily.

    Lenny finds the tape on the floormat, passenger side,
    still wrapped in the note.  He reads the note: "HELP ME.
    IRIS."

                             MACE
              What's it say?

    He crumples the note.

                             LENNY
              Nothing.  Let's go play this back.

    CUT TO LENNY AND MACE returning to the limo.  As they
    reach the car they are hit by two flashlight beams.  It is
    the two cops, SPREG AND ENGELMAN, out of uniform, but
    looking very serious with their pistols aimed at Lenny and
    Mace.  They have been following Lenny, knowing sooner or
    later he would lead them to the tape.

                             SPREG
              Give me the tape.  Right now.

                             LENNY
              What tape?  I'm just trying to get
              my car back but the place is
              closed--

                             SPREG
              Shut the fuck up Nero.

    Engelman grabs a fist-full of hair at the top of Mace's
    head and jams his 9mm into the back of her skull.

                             MACE
                      (cool and even)
              Lenny, give them the tape.

                             LENNY
              It's in my case.  Okay?  I'm going
              to open my case...

                             ENGELMAN
              Facing us, where we can see it.

    Lenny slowly opens the Haliburton.  He takes out the tape
    and holds it out toward Spreg.

                             LENNY
              Take it and turn her loose.  Okay?

                             SPREG
              Absolutely.

    And you see in his eyes that it isn't going to go that
    way.  Spreg edges forward and takes the tape.  Then he
    points his pistol at Lenny's head, about to fire--

    Which is when the pissed-off Rottweiller shoots through
    the open gate like a black torpedo and tears into
    Engelman's leg.  Engelman screams in pain.  Mace twists
    out of his grip.  Engelman shoots the dog.

    Lenny swings up his Haliburton, using it as a shield, and
    dives for the car.  The case takes three rounds from
    Spreg's 9mm before Lenny gets behind cover.

    Mace just seems to vanish.  She reappears over the trunk
    of the limo and puts two rounds squarely into Spreg's
    chest, knocking him down.  Lenny and Mace scramble into
    the car, starting it up.

    Spreg sits up, pulling up his shirt to make sure his body
    armor stopped the slugs.  No blood.  He comes up firing.
    He and Engelman empty their magazines at the limo as it
    pulls away.  No damage.  They realize the limo is a bullet
    proof security model and run to their pickup truck, parked
    nearby, to give chase.

    Spreg's face is a mask of rage.  He slams the truck in
    gear and accelerates after the limo before Engelman even
    has the door closed.

                                                CUT TO:

    INT./ EXT.  LIMO AND SAN PEDRO STREET - NIGHT

    Mace has the big car floored.  She looks in the rear-view
    as the truck gains on them.  Mace is doing her thing...
    what she's trained for.  Security driving.  She whips some
    moves in the big car, but the truck is closing on them.

                             LENNY
                      (holding on)
              Oh no, we're not being followed,
              Lenny, Don't be so paranoid, Lenny.

    They hear rounds hitting the car, and look back.  The
    truck is right behind them.

                             LENNY
              Shit!

                             MACE
              Take it easy.  The glass is bullet
              resistant.

                             LENNY
              Bullet resistant?  Whatever happened
              to bullet proof?

                             MACE
              Lenny.  Calm down.  This is what I
              do.

    THE LIMO slides broadly through a turn, side slamming a
    parked van.  Mace accelerates.  The truck stays with them.

    Engelman is leaning out the passenger side window with an
    AK-47 assault rifle.  He rips off several burst which
    riddle the limo, cracking the glass in starburst patterns.
    The Lexan-laminated windows are cracked to hell, but the
    rounds don't come all the way through.

    Spreg's truck comes alongside, ramming them.  The impact
    drives them sideways.  Mace swerves to miss a light-
    standard and finds herself roaring between warehouse
    buildings which front the harbor.

    The truck stays right with them.  Engelman fires bursts at
    the tires, shredding them off the rims.  The limo thunders
    along on steel rims, throwing rooster-tails of orange
    sparks.

    Mace finds herself boxed in by the buildings.  No way to
    turn.  Ahead is a short concrete pier.  She hits the
    brakes and the limo skids on its rims out onto the pier,
    stopping before it reaches the end.

    They are trapped.

                                                CUT TO:

    EXT.  SAN PEDRO PIER - NIGHT

    Engelman and Spreg jump out of the truck, taking cover
    behind it.  They rake the limo with bursts from their AK-
    47s.

    INSIDE THE CAR.  Lenny and Mace keep their heads down
    below the door frame.  It sounds like they are inside a
    steel drum in some psychotic Calypso band.  But the
    armored body panels hold.

    Lenny is punching his cellular.

                             LENNY
              Goddamnit!!  911 is busy!

                             MACE
              It's okay, Lenny
                      (he looks at her
                       hopefully)
              They'd never get here in time
              anyway.

    Mace has reloaded her Sig and is trying to open the door
    on her side (away from the bad guys).  It is jammed from
    the sideswiping.

    Spreg reaches into the bed of the truck and pulls out a
    gallon gas can.  He uncaps it and throws it across the
    pavement.  It slides under the limo, glugging its contents
    onto the ground.  Spreg grabs a road-flare from under the
    seat of the truck and strikes the cap, lighting it.

    He tosses the flare under the limo...

    KA-WHOOMPH!!  The gas can explodes in a fireball.  The
    Continental is engulfed in flames.  From the inside all
    Lenny and Mace can see is fire.  All the windows are
    covered in roaring flames.

                             MACE
                      (matter-of-fact)
              This is bad.

                             LENNY
              The gas tank's going to go any
              second!

    Mace slams the car into gear and floors it.  The powerful
    Lincoln thunders forward.  It crashes through a chain-link
    fence and launches right off the end of the pier.  A
    fireball plunging in a meteoric arc into the oily black
    water.

    Inside, they are slammed forward by the impact.  The car
    sinks.

    UNDERWATER: The car hits bottom, twenty feet down, sitting
    there amid the junk.  Shafts of light play down from the
    big streetlights at the end of the pier.

    INSIDE, Lenny and Mace are in a flooding black tomb.

                             LENNY
              Are you out of your fucking mind?!

                             MACE
              Fire's out, isn't it?

    She scrambles into the back seat.  She wrenches at the
    rear seatback, pulls it free... and crawls half-into the
    huge trunk.  Water is up around their legs.  She grabs her
    shotgun: a sawed-off ten-gauge.

                             MACE
              Get in here.  Come on Lenny, move
              it.  MOVE!!

    Mace yanks him toward her and he tumbles in.

                             MACE
              Get ready to hold your breath.

    She aims the ten-gauge at the trunk latch mechanism.

                             MACE
              Lenny, kick out hard, then just
              follow me. Okay?

    He nods.  BLAM!!  She blows the trunk latch into shrapnel.
    The trunk lid belches open in a whoosh of bubbles.  Lenny
    and Mace kick out, heading toward the lights of the pier.

    ON THE SURFACE: Mace breaks the surface slowly alongside
    the slimy concrete wall.  Lenny comes up beside her,
    spluttering.  Her hand goes over his mouth.  They are in
    the inky shadows under a massive bumper made of rail-road
    ties.

    Engelman and Spreg are standing above them, scanning the
    black water over the barrels of their AKs.

                             SPREG
              Let's get out of here.

    They run back to the truck and high-tail it out of there.

    Down below, Lenny and Mace are clinging to the pier,
    chest-deep in the water.  They hear the truck pulling
    away.  They let out a big exhalations of relief.

    CUT TO LENNY AND MACE walking on the pier, shoes
    squishing.  They leave a shiny trail behind them.

                             MACE
              I can't believe we had to give them
              the damn tape.

                             LENNY
              Yeah, me neither.  It was one of my
              favorites.  Me and Faith in a hot
              tub on my birthday.  I'm going to
              really miss it.

    He feels around in his jacket pocket.  He pulls out the
    MYSTERY TAPE... nice and dry in its plastic case.  He
    holds it up to show a grinning Mace.

                             LENNY
              Are we impressed yet?

                                                CUT TO:

    INT./ EXT.  FREEWAY AND CURTIS' CAR - NIGHT

    7:45  P.M.

    Lenny and Mace, still wet, riding in the back seat of
    Curtis' car.

                             CURTIS
                      (pissed)
              I got better things to do on New
              Year's Eve than be some kinda damn
              chauffeur...

                             MACE
              Hey Curtis?  Just drive.

    Curtis swears.  But he shuts up and drives.

                             LENNY
              Those two guys were cops.

                             MACE
              You sure?

                             LENNY
              It's the walk.  Something.  Anyway,
              they'll run your plates and get your
              address.  We gotta keep moving.

    Mace takes it in.  She nods.

                                                CUT TO:

    INT.  MACE'S HOUSE

    Mace comes in the front door and walks straight to the TV,
    switching it off.  Zander and Cecile are shocked.

                             CECILE
              Lornette, girl... what's going on?

    Lenny goes past them and starts grabbing his stuff...
    wardrobe bag, playback gear.

                             MACE
                      (to Zander)
              We're going to aunt Cecile's, honey.
              We're going to watch fireworks from
              there.  Let's go.  Chop chop.

                             ZANDER
              Aw, Mom!

                             LENNY
              Come on Zander.  You can ride on my
              shoulders.  Here you go.

    Lenny hoists him overhead and goes out the door.  Cecile
    catches up to Mace in the hall, just as she is opening a
    locked cabinet and pulling out a little .380 auto, holster
    and ammo.

                             MACE
              Cecile, get in the car.  Now.

                                                CUT TO:

    INT./ EXT.  STREET AND CIVIC - NIGHT

    Sirens pierce the night.  Two pillars of fire are visible
    blocks away.  There are dark crowds of people everywhere.
    People on the sidewalks, lighting fireworks.  There are
    flashes and explosions.  It could be a celebration, or a
    war zone.  Maybe both.  Or one about to turn into the
    other.

    Mace is driving, scanning the streets.  She has her .380
    auto in her hand, resting in her lap.  Lenny is riding
    shotgun, while Curtis, Cecile and Zander are in the back
    seat.

                                                CUT TO:

    EXT.  CECILE'S APARTMENT - NIGHT

    It is gang territory pure and simple.  Blacks and
    Hispanics.  Graffiti everywhere.  Burned-out buildings.
    Lenny sees abject poverty, here.  Even so, people are
    partying.

    They pull up to the front of Cecile's apartment building
    and get out.

    There are some homeboys chillin' on the front steps who
    give Mace the local hand-sign.  She returns the sign
    automatically as she carries Zander past them.

                             ONE OF THE BOYS
              Yo, Mace.  Whatup wit you, homegirl?
              You never come roun' here no more.

    Lenny follows with his wardrobe bag.  The homeboys give
    Lenny the eye as he brushes past them.  Mace chills them
    with a glare.

                             MACE
              He's with me.

                                                CUT TO:

    INT.  CECILE'S APARTMENT - NIGHT

    A small and dingy place.  Cecile has done her best to make
    it a home.

    Mace and Lenny go into the kitchen and shut the door.

    He quickly sets up his playback deck on the table.  He
    puts on the trodes and pulls the tape out of his pocket.
    Then he pauses, looking at it apprehensively... knowing
    that it contains the answer to all this madness.

    He puts it into the deck.  The deck closes.  He punches
    PLAY.

                                                CUT TO:

    INT.  APARTMENT/LIVING ROOM - NIGHT

    Mace watches Zander lighting bottle rockets with Curtis on
    the balcony of the apartment... visible through the
    window.  Staccato fireworks nearby sound like automatic
    weapons, making her flinch.  She goes back into the...

    KITCHEN.  Where she sees Lenny sitting at the table,
    trodes in his hands.  Stunned.  Face the color of old
    cement.  Hands shaking.

                             MACE
              Tell me.

                             LENNY
              I can't tell you.  You've got to
              see.

                             MACE
              Uh unh.  I won't do it.

                             LENNY
              Mace.  I know what you think about
              the wire.  But I'm asking you to do
              this.  It's that important.

    Mace sees how serious he is.  She nods: OK.  He puts the
    trodes on her.

                             LENNY
              Sorry this has to be your first
              playback.

    He hits play and Mace reacts as the sensory input hits
    her.  She opens her eyes...

                             LENNY
              Keep your eyes closed, or you'll see
              double.

    She bites her lip as the sensation of being another person
    floods through her.

    POV SEQUENCE: We are Iris.  Riding in a car.  Fixing our
    makeup in a mirror on the passenger side sun visor.  Iris
    flips the sun visor back up, revealing the moving street.
    It is night.

    We look down, and recognize the dress Iris was wearing
    when we first saw her, two nights ago.  She puts her
    lipstick into a purse which is belted to her waist.  Iris
    turns her head and we see the driver.

    It is JERIKO ONE.  He is laughing, talking to someone in
    the back seat.  Iris looks and we see REPLAY, Jeriko's
    sideman, and another woman, DIAMANDA.  They are amorously
    entwined.  Then they are all laughing and passing around a
    bottle of Jim Beam.  The car stereo is thumping loudly.

    Iris' POV swings around and looks down, seeing Jeriko's
    hand caressing her thigh.  She puts her hand on his chest
    and leans close to him.  Jeriko grins, then looks up and
    swears at a wash of red/blue cop flash.

                             JERIKO
              Shit.  Fuckin' Five-O

    Our POV swings to the rear-view mirror and we see an LAPD
    car behind us, with the gumball machine on.  A spotlight
    hits us and we hear a single whoop on the siren.  Jeriko
    pulls over, but they are on an overpass... no shoulder.

                             COP VOICE
                      (on bullhorn)
              Go to the bottom of the ramp.

    Jeriko and Replay are both swearing.  He pulls the car
    down the ramp, stopping on a deserted street in a
    warehouse district.  Our POV looks around nervously.
    Black shadows and concrete pillars.  No-one around.  Cars
    whoosh by on the bridge above but they might as well be on
    Mars.  The car is stopped next to a train yard.  We hear
    the rumble of diesels nearby, the clank of freightcars.

    We see the outlines of TWO COPS advancing through the beam
    of the spotlight, their guns drawn.

                             JERIKO
                      (jumping out of the
                       car)
              Goddamn, now what you pull me over
              for?  If I was going any slower I'd
              be parked--

                             COP VOICE 1
              Get down on your knees and put your
              hands on your head.  Now!

                             COP VOICE 2
              Everyone else, out of the car and
              down on the ground.

    Our POV comes up and out of the car.  Jeriko is
    righteously pissed off.  He's not following orders.

                             COP VOICE 1
              Put your hands behind your head
              right now!

    He goes along, madder than ever.  The cops get Replay down
    on his knees as well, in the wet gutter next to the curb.

    The cops are closer now.  We see that they are SPREG and
    ENGELMAN.

                             ENGELMAN
                      (to us)
              Put your hands on the hood of the
              car and don't move.

    We exchange a look with Diamanda.  Fucking cops.  But
    Jeriko is winding them up.  Not giving them the pleasure
    of the humiliation.  You can see it escalating.

                             JERIKO
              I suppose you stopped us cause you
              had suspects fitting our description
              in the area, what you're gonna tell
              me.  What was the description?  Two
              black males in a car?  Yeah, right,
              I heard that one before...

    As Engelman pulls out Jeriko's wallet, looks at his ID,
    Jeriko checks name tags.

                             JERIKO
              Well you stopped the wrong black
              male tonight officer... what is it?
              Spreg.  Officer Spreg.  Cause I'm
              the 800 pound gorilla in your mist,
              fucker.  I make more in a day than
              you make in a year, and my lawyers
              love to spend my money dragging
              sorry-ass Aryan robocops like you
              into court.  Get a man down on the
              ground with no probable cause.  Fuck
              you!

                             SPREG
              Shut the fuck up!

    He kicks Jeriko down on his face.  Jeriko hits the ground
    hard.

                             DIAMANDA
                      (yelling)
              Leave the fuck off of us, we weren't
              doing anything...

                             SPREG
              Shut up!  Don't make me walk over
              there.

    Engelman shows the ID to Spreg, saying something we can't
    hear.

                             SPREG
              You're that rap puke?  Jeriko One?
              You're the one getting all the
              gangbangers to form citizens groups
              and go downtown... trying to rake
              the LAPD over a cheese grater?

                             JERIKO
              That's right.  And you're gonna be
              in my next song, motherfucker, it's
              called Robo-Spreg.

    Replay starts laughing.  Diamanda stifles a giggle.  Spreg
    is white-lipped with rage.  Years of frustration coming to
    a head.  Too many disciplinary actions, too many
    suspensions, too little appreciation of the tough job they
    do.

                             JERIKO
              It's a song about a cop who meets
              his worst nightmare, a nigger with
              enough political juice to crush his
              ass like a stink bug.  You're gonna
              be famous.

    Spreg looks around the empty street.  Looks at Engelman.
    Down at Jeriko, proned out on the pavement.  Replay's
    laughter in his ears.

                             SPREG
              I don't think so.

    And shoots him BLAM!  BLAM!  Twice in the back of the
    head.  Just like that.

    Diamanda screams.  Replay tries to roll to his feet.
    Spreg shoots him twice in the stomach.  Replay is
    screaming.  Rolling around, holding his guts.

                             SPREG
                      (shouting)
              Hey... I don't hear you laughing!

    Engelman's yelling something at him we can't hear.  Spreg
    turns, eyes wide with adrenaline.

                             SPREG
              Get the bitches.

    Engelman hesitates and then spins toward us.  Diamanda is
    screaming, backing away from Engelman.  Spreg shoots
    Replay four more times.

    We spin one-eighty and start to run.  Hear shots... BLAM!
    BLAM!  BLAM!  Spin back... to see Diamanda dropping to her
    knees.  Engelman shoots her again.  Then raises his gun
    toward us.

    We spin away.  The world becomes a kinetic blur.  The
    sound of shots.  We see puffs of dust on the ground in
    front of us.  Missed shots.  We tumble over a guardrail
    and roll down an embankment... get up and keep running.

    Train tracks ahead.  Looking back... here come Spreg and
    Engelman down the embankment, overtaking us.  We hear the
    thunder of a train... spinning again to look forward.
    Freight-train doing fifty on the nearest track.  Almost to
    us.

    We leap forward.  Over the track.  The diesel roars past
    behind us.  Looking back... a black wall of moving steel.
    Backing away from it.

    We see Engelman and Spreg crouching down... trying to aim
    through the wheels.  Hear the impotent pop of their guns
    over the roar of the train.

    Turning to run again.  We see a tiny hole appear in a sign
    right in front of us with a metallic SPANG.  Running and
    running.

    Looking back.  No pursuit.  Train still rolling by.  Can't
    see the cops.  Running, running.  Heart pounding and lungs
    heaving.  Sobbing sounds coming from somewhere, seeming to
    fill the night.

    Looking down... one shoe on, one shoe off.  Iris' hand
    takes off the remaining shoe, clutches it to her chest.
    We move forward into the dark train-yard as--

    THE TAPE ENDS.

    And Mace sits stone still.  Shakes.  For a beat.  And
    another.  Then she tears the trodes off and throws them
    across the room, near where Lenny is on the cellular.

                             LENNY
                      (into phone)
              Hang on.  Hang on, Max.
                      (looks at Mace)
              You see?

                             MACE
              I see.
                      (trembling)
              I see the earth opening up and
              swallowing us all.

                             LENNY
              Yeah I know.
                      (into cellular)
              So what do we do?

                                                CUT TO:

    INT./ EXT.  MAX'S CAR - NIGHT

    As Max drives along a crowded downtown street.

                             MAX
                      (into phone)
              Don't talk to anybody.  Anybody.
              You're invisible.  Okay?  Just meet
              me at Tick's in a half hour.  And
              Lenny... don't get pulled over.

                                                CUT TO:

    INT.  CECILE'S APARTMENT - NIGHT

    Lenny pushes "End" on his cellular and looks at Mace.  The
    first-time impact of the Squid experience, and the killing
    of Jeriko, still haunts her.  We've never seen Mace
    scared.  But she looks scared now.

                             LENNY
              We got to make another copy of this.
              Little life insurance.

                             MACE
              You know what this tape could do if it
              gets out.

                             LENNY
                      (tucking Glock in
                       his waistband)
              I've got a good idea, yeah.

                             MACE
              People finding out... seeing... that
              the LAPD just flat out executed
              Jeriko One.  Jesus.  Maybe they
              ought to see.

                             LENNY
              Maybe.  But tonight is probably not
              the best night.  Come on, we're
              rollin'.

                                                CUT TO:

    EXT.  CECILE'S APARTMENT - NIGHT

    Cecile catches them on the steps as they are leaving.

                             CECILE
              Lornette, when you gonna stop laying
              off everything on me?  We had plans
              tonight--

                             MACE
                      (steely)
              Listen to me, little sister.
              There's something going on, and it's
              very big.  Now you've got to take
              care of Zander.  And stay off the
              streets tonight... you hear me on
              this?

    Cecile gets the message.  She nods.

                             MACE
              Curtis.  What about you?  Do we
              understand each other?  You stay
              put.

                             CURTIS
              Yeah.  I'm wit it.

    Mace and Lenny go on down the steps to the car.

                             CURTIS
                      (to Cecile)
              Damn!  She worse than you.

                                                CUT TO:

    INT./ EXT.  CIVIC AND STREET - NIGHT

    Lenny and Mace see helicopters circling as they maneuver
    the dark streets.  Xenon searchlights crisscross the
    rooftops nearby.  They see patrol cars passing on cross-
    streets, lights flashing.  It feels like the entire LAPD
    is looking for them.

    Everywhere in the street there are small crowds, street
    parties in progress.  People drinking and firing bottle
    rockets.  The police watch everything.

                             LENNY
              So, let's see, I've got Tran's
              goons, some squidhead psycho and the
              LAPD all trying to kill me.  Happy
              new year, Lenny.

                             MACE
              Well, look at the plus side.

                             LENNY
              There's a plus side?

                             MACE
              Yeah.  You gave up your hot tub tape
              to save me.  That's real progress
              for you.

                             LENNY
              It was a tough call.

                             MACE
              I still can't square the psycho
              smarts of whoever did Iris with
              those two cops.

                             LENNY
              I don't think those cops did Iris.
              I think whoever Iris was wearing for
              killed her.

                             MACE
              Why?

                             LENNY
              To break the trail.  If those cops
              had gotten hold of her, they would
              have beat it out of her who she was
              wearing for, and then gone after
              them too.  Our killer is running as
              scared as we are.  Which makes him
              really dangerous.  Judging by how
              scared I am.

    They pull up to the checkpoint; Lenny squirrels into the
    seat, hiding in the shadows, as Mace flashes her security
    pass and the cop waves them on.

    Lenny lets his breath out slowly.

                                                CUT TO:

    INT.  UNDERGROUND GARAGE/TICK'S VAN

    Lenny and Mace pull in with a SQUEAL of brakes and park
    the car.  Sound of rock music -- some kind of refried
    psychedelia -- coming from Tick's van down the ramp.

    Mace and Lenny get out, approaching the van.  Hearing
    tires squeal, they turn to see Max pull up.  He gets out
    wearing an ill-fitting rental tux.  Music louder, echoing
    in the empty garage, even though the van is shut tight.

                             MAX
              Sounds like Tick's already
              celebrating.

                             LENNY
              You may be a little overdressed for
              this party.
                      (Lenny pounds on the
                       van door)
              Yo, Tick!  It's Lenny.  Open up!

    Mace slips out her .380, on alert.

                             LENNY
                      (knocks again, then opens
                       rear van door)
              Tick, I got to talk to you, man...
              oh shit.

    Tick's slumped in the back of the van with playback trodes
    on his head.  He's breathing, but otherwise he's still.
    Near lifeless.  A cyborg after a power outage.  All the
    equipment in the van is trashed.

                             LENNY
                      (as he starts to
                       examine Tick)
              He's been cooked-off

                             MAX
              Is he dead?

                             LENNY
              No.  But his frontal lobes are like
              two runny eggs.  They put an
              amplifier in-line to boost the
              signal till it french-fried his
              brain.

    Mace hits "Off" on the built-in CD player.  The sudden
    silence is creepy.  Lenny gets right in front of Tick's
    eyes, shouting at him, at the top of his lungs.

    TICK'S POV: We see a roaring blizzard of inchoate static.
    Somewhere in the middle of it is a suggestion of Lenny's
    face, almost invisible.  We hear the tiniest ghost of his
    voice, like a radio playing two blocks away.

                             LENNY
              He's totally cut off from the outer
              world.

                             MACE
              How long does it last?
                      (off Lenny's look)
              Oh.

                             MAX
              Those two psycho cops are on a
              slash-and-burn to find the tape and
              cover their tracks.

                             MACE
              This seems a little sophisticated
              for them.  These are not subtle
              guys.

                             MAX
              There's more to this whole thing
              than you think.

                             LENNY
              Whattya mean?

                             MAX
              All I'm saying... you don't know how
              high up the food chain this thing
              goes.  I've heard stuff.

                             LENNY
              What stuff?

                             MAX
              Smoke.  Rumors.  I've heard stuff
              about a death squad.  A group a guys
              loyal to the hardline school.  Guys
              that've had too many years of city
              hall and the review boards and the
              goddamn media pissing down their
              necks, suspending cops right and
              left, tying their hands... while
              outa the other side a their mouths
              these same people're squealing save
              us, save us, do something you
              fucking morons, crime is totally out
              of control.

    Lenny takes this in.  All the fight goes out of him.  This
    is just too overwhelming.

                             LENNY
              Jesus.

                             MAX
              Yeah.  So don't walk near me in
              public, alright.

                             LENNY
              Thanks, buddy.  See... things
              weren't bad enough.  They weren't
              fucking bad enough!

                             MACE
              The only card we have to play is the
              tape.  You know, we get it to the
              media somehow...

                             LENNY
              Yeah, right, blow it open.

                             MAX
                      (interrupting)
              Mace... no disrespect... but you run
              this on the 11 o'clock news, by
              midnight you got the biggest riot in
              history.  They'll see the fucking
              smoke from Canada.

                             LENNY
              Okay... what about Strickland?

                             MAX
              No.  Bad idea.

                             MACE
              Who's Strickland?

                             LENNY
              Deputy Commissioner Palmer
              Strickland.  The sanctimonious prick
              who busted me out.  His ass is so
              tight when he farts only dogs can
              hear it.  I know this guy.  If
              there's one cop who's not dirty
              it's him.

                             MAX
              Listen to me, Lenny... stay away
              from cops.  All cops.  You have no
              way of knowing who you can trust.

    Mace looks from one to the other with a growing expression
    of outrage.

                             MACE
              So you're saying we just pretend is
              didn't happen?  It happened!  The
              LAPD executed one of the most
              important black men in America!  Who
              the fuck are you to bury this?!

                             MAX
              Fine.  Do you want blood running
              waist deep in the storm drains?  The
              gangbangers'll spread like a wave
              through this city and burn it to the
              ground.  And when the fires start
              the street cops'll be capping off at
              anything that moves.  It'll be all-
              out war and you know it.

                             MACE
              Yeah, well maybe it's time for a
              war!

                             MAX
              You really want that on your head?

                             LENNY
              Hey, Max, Mace... whoa... time out.

                             MAX/MACE
                      (together/annoyed)
              What!?

                             LENNY
              Whoever killed Iris did Tick.  It's
              the same sick wirehead shit.  Same
              reason... to burn the trail.  If
              Faith knows anything about this, and
              I think she does, then she's on the
              list.  So... who's driving?

                                                CUT TO:

    EXT.  RETINAL FETISH/ALLEY - NIGHT

    Roadies are loading out gear through the back doors of the
    club into a van in the alley.  Lenny and Mace ENTER FRAME
    and we follow them between the roadies, going through the
    doors into...


    INT.  RETINAL FETISH

    A grungy black corridor.  The thunder of music gets louder
    with each step as Lenny and Mace walk down the corridor
    with purposeful strides.

    Through chainlink partitions and banks of dark equipment,
    Lenny catches glimpses of the stage.  He can see Faith in
    a blue-white spotlight.  She is a whirling dervish,
    convulsing with the divine madness of her music.  Beyond
    her, beyond the lights, in the gloom... Lenny can just see
    Tran and his entourage.  Dressed in tuxes, they look out
    of place... clearly on their way somewhere else as the
    evening progresses.

    Faith whirls to a stop as the band crashes in a final
    downbeat.  The spotlight goes out and the set is over.

    ON TRAN, clapping.  Watching.

    NEARBY, Max arrives through the crowd, scanning for
    Tran... spotting him.

    BACKSTAGE... FAITH, bathed in sweat, walking along a dark
    corridor backstage.  WE TRACK WITH HER, as she walks
    through the shadows, like a fighter returning from the
    ring, soaked and breathing hard.

    A HAND shoots from a black doorway and covers her mouth,
    pulling her into the shadows.  Terrified for a split
    second... before she recognizes that it is Lenny.  He
    pulls her into the room and closes the door.  It is Tex
    Arcana's VJ control room, full of monitors and constantly
    changing graphic images.  Tex is not there.

                             FAITH
              Lenny!  Jesus!  You scared the Hell
              out of me.

    Faith sees that Mace is standing there, in the shadows,
    waiting.  She turns back to Lenny with a frown.

                             FAITH
              What's going on?

                             LENNY
              Faith, we know about Jeriko.  Iris
              made me a copy of the tape.

                             FAITH
              Oh God, Lenny.  I was trying to keep
              you out of this.

    But she seems relieved now that he knows, now that there
    is someone to talk to.

                             LENNY
              How did it happen?  What was Iris
              doing riding around with Jeriko
              wearing a wire?

                             FAITH
              We should talk alone.

                             LENNY
              No.  Mace is in this.

                             MACE
              Tell us.

                             FAITH
              Tran's gotten obsesses with
              playback, a total wiretrip junkie.
              And he's such a control freak, he's
              been having people followed,
              videotaped... recording his business
              partners' calls.  Wiring up people
              left and right.

                                                CUT TO:

    INT.  CLUB/MAIN FLOOR

    Tran looks at his watch and gets up from the table,
    impatient.

                             TRAN
              Let's go get her.  We're late.

    Max shows up suddenly, right in front of him.  Stopping
    him.

                             MAX
              Tran, listen.  I was wondering how
              you want me to work it tonight, down
              at the Bonaventure.  You want me
              downstairs at the party or upstairs
              at the suite?  Where you going to
              be, mostly?

                                                CUT TO:

    INT.  TEX'S ROOM

    While Max stalls, Faith talks.

                             FAITH
              Tran and Jeriko weren't getting
              along.  He was afraid Jeriko was
              getting ready to dump him, but he
              wasn't sure, so he started with the
              surveillance.  A couple nights ago
              he wires up Iris and sends her and
              the other girl, Diamanda, over to
              Jeriko's table.

    CUT TO: TWO NIGHTS AGO, Iris, wearing a wig, leaves Tran's
    table with Diamanda and moves toward... a booth in the
    Retinal Fetish where Jeriko One sits with Replay.  Iris
    stands over Jeriko for just a moment.  Then he nods,
    smiles a little, and moves over to make room for her in
    the booth right next to him.

                             FAITH
              That night Iris calls up, freaking.
              She comes over and Tran watches the
              tape.  He just loses it.  He can't
              believe the disaster she's gotten
              him into.  He's terrified the cops
              will beat it out of her who she was
              working for, and come looking for
              him.

    CUT TO: TRAN'S LOFT as a tear-streaked and frantic Iris is
    telling Tran about how the cops tried to kill her (we
    don't hear).  Tran backhands her furiously, his face thin-
    lipped with rage.  She crumples to the floor, sobbing.
    Tran keeps looking at the squid tape in his hand like it's
    poison.

                             LENNY
              Kinda guy you can count on in a
              pinch.

                             MACE
              Why didn't he just go public with
              the tape?  Save himself that way.

    CUT TO: An image of Tran burning the squid tape.  It
    blazes in his hand and he hurls it into the fireplace like
    a venomous snake.

                             FAITH
              The scandal would wipe him out.  If
              it got out that he had his own
              artists under surveillance... he'd
              lose all his other acts.  He'd be
              over.

    Now we see Tran, more composed, comforting Iris.  He wipes
    at her tear-streaked face.  Hands her a wad of bills.

                             FAITH
              So finally he gives Iris some cash
              and tells her to check into the
              hotel under a wrong name till he
              figures out what to do.

                             LENNY
              Yeah... he figured out what to do
              all right.

                             FAITH
              You think Tran killed her?

                             LENNY
              The killer knew right where she was.
              Because he put her there.

                             FAITH
              What a nightmare.

                                                CUT TO:

    INT.  MAIN FLOOR

    Tran impatiently gestures to Corto.

                             TRAN
              Go get her, Joey.  Stupid bitch.
                      (to Max)
              We'll talk about this later.

                                                CUT TO:

    INT.  TEX'S ROOM

    Mace is getting the sixth sense feeling that seconds
    count.

                             MACE
              Come on.  We're out of here.

    Lenny gets close to Faith, taking her face in his hands.

                             LENNY
              Leave here with me, right now.

    Mace sighs heavily, rolls her eyes toward the ceiling.
    Faith considers her options.  Then she smiles at him.

                             FAITH
              Okay, Lenny.  My guardian angel.

    Faith hugs him, and he clutches her.  Mace locks her jaw
    and looks away.  This is hard for her.

                                                CUT TO:

    INT.  CORRIDOR

    Mace leads the way, with Lenny following, gripping Faith's
    hand like Orpheus leading Eurydice out of Hell.  They push
    through shapes of people in the thundering dark corridor.
    Half-lit, in alcoves, far-gone wireheads loll in semi-
    consciousness.  Faith looks back and sees:

    TRAN'S POSSE rounding a corner... spotting them.  They
    start shoving through the crowd like juggernauts, knocking
    protesting people out of the way.

    Mace, Lenny and Faith break into a run, pounding down the
    corridor.

    Behind them, Duncan leads the charge.  Suddenly TEX ARCANA
    shoots into the hallway, intentionally blocking their path
    with his wheelchair.  Duncan crashes over him, toppling
    the chair, and they both sprawl to the floor.  Vita,
    Beemer and Corto go around the sprawl.

    Tex, like many legless men, has incredibly strong arms.
    Lenny looks back to see him pounding Duncan's head against
    the floor...

                             TEX
              Teach you...
                      (pound)
              to mess with...
                      (pound)
              a helpless cripple!

    Lenny et al reach the main floor of the club where they
    shove through the buffeting crowd amid strobe-flashes and
    a wall of sound.

    Behind them we see Corto and Beemer hurling partiers
    aside, cutting a swath, while Vita moves like a mongoose
    through tall grass.  Mace drops back, going tail-end-
    Charlie... her bodyguard mode kicking in.

    ON LENNY AND FAITH, charging through the jostling crowd,
    Lenny is looking back, then he looks ahead and...

    TRAN is right in front of him.  In the whirling shapes and
    colors of the crowd, he is an island of composure in a
    white tux.  He holds a glass of champagne in one hand, the
    bottle in the other.  In one lightning-fast move he
    uppercuts with the bottle, clipping Lenny under the jaw.
    Faith screams as Lenny staggers.  Tran swings again,
    smashing the bottle over the back of Lenny's head.  Lenny
    sprawls on the floor amid champagne foam and glass.

    Lenny, blood flowing in his eyes, rises blearily to see
    Faith being pulled away by Tran, who has her arm twisted
    viciously behind her back.  They go around a chain-link
    divider and double back, heading for the exit.  Lenny
    staggers to the chainlink, sagging to his knees again as
    Faith passes within a few inches of him.  He slips down
    the chainlink, into unconsciousness, as her image is lost
    in the pounding darkness.

    Mace gets to him through the crowd, and then whirls like a
    cat as the Posse arrives.  She stands guard over him like
    a rabid dog, her .380 auto straightarmed and covering them
    expertly.  Corto eyes her with hatred.  The stitches on
    his nose and the bruised swelling are a reminder of his
    last run-in with her.  He backs off.

                             CORTO
                      (to the others)
              Not here.  Lets go.

    They back off, fading into the crowd... catching up with
    Tran at the exit.

    Mace watches them recede.  Then she bends to Lenny.  Max
    arrives a moment later and they lift him to his feet.

                                                CUT TO:

    EXT.  RETINAL FETISH/ALLEY - NIGHT

    Max and Mace support a semi-conscious Lenny, hustling him
    to the car.  As they are putting him in the car, TWO LAPD
    OFFICERS come through the crowd, eyeing the bleeding
    Lenny.

                             MAX
              Everything's cool.  Too much to
              drink.

    Lenny picks this moment to slump sideways, falling half
    out of the car.  The squid tape of the Jeriko kill falls
    out of his jacket pocket and clatters to the pavement.
    Mace's eyes go wide.  The boot of one of the cops is
    inches from it.

                             MACE
              Yeah, uh... he slipped on the
              stairs.  We're taking him to
              emergency.
                      (to the nearest cop)
              Excuse me.

    The cop steps back, giving Mace room to push Lenny back up
    in the seat.  She surreptitiously kicks the tape under the
    car, over to the driver's side.

                             COP
              Go to Cedars.  It's closest.

    Mace nods and goes around the car.  Max starts asking them
    questions and the cops turn away, distracted.  She picks
    up the tape and gets in.  Closes the door.  Let's out a
    big breath.

                                                CUT TO:

    INT.  PARKING GARAGE/BONAVENTURE HOTEL - NIGHT

    A line of expensive cars waiting to valet park.  Tran's
    limo jumps the line and swoops up parallel to the elevator
    doors.  The posse get out, scowling at the valet who
    swallows his protest.  Tran emerges, helping Faith out
    with a firm grip on her arm which he does not release as
    they head for the elevators.

    They push through a group waiting for an elevator... men
    in tuxes, women in gowns and diamonds.  The elevator opens
    and Tran's entourage sweeps inside.  Beemer and Duncan
    block any civilians from entering.


    INT.  ELEVATOR

    They ride in silence a moment.  Faith is pale, her jaw
    clenching.  Tran has her arm in a tight grip.  There is a
    march-to-the-gallows feel about the moment.

                             FAITH
              Well, I'm certainly in the mood for
              a party.

                             TRAN
                      (to Wade)
              Take her up to the suite.
                      (to Faith)
              Have a glass of champagne... or
              six... I'll be up in a while to help
              you ring in the New Year.

                             FAITH
              I live for the moment.

    The elevator doors open, revealing...


    INT.  FOYER AND BALLROOM

    The heart of the MILLENNIUM L.A. New Year's ball.  A
    glitterati event in full swing.  Red carpet, minicam
    lights and paparazzi.  Limos pulling up outside four deep.
    Movie stars rubbing elbows with politicos, music movers
    and shakers chatting with city hall types.  This is a
    party to celebrate the millennium, sure, but its main
    function is to celebrate the celebrants: if you're here,
    there's no need to be anywhere else.  There is a heavy
    police presence, as well as lots of private security.

    Tran exits the elevator with Vita Minh, Joey Corto and
    Duncan.  They wedge through the crowd, Tran smiling.
    Nodding to people he knows.

                                                CUT TO:

    INT.  CECILE'S APARTMENT - NIGHT

    Lenny is in a chair in the kitchen, listening to Max on
    the cellular.  He is holding a dish-towel full of ice
    cubes on his scalp.  It is soaked with blood and his
    Armani jacket and silk shirt are spattered.  Mace lifts
    the ice pack to check that the bleeding has stopped.

                             MACE
              You are a pussy-whipped sorry-ass
              motherfucker, you know that?

    She slaps the ice pack back down.

                             LENNY
              Owww!!  Take it easy.
                      (to phone)
              Uh huh.  So where are they now?

                                                CUT TO:

    INT.  BALLROOM/BONAVENTURE HOTEL

    TIGHT ON MAX, leaning against a pillar.  He looks over his
    shoulder, around the column.

    MAX'S POV: through a dense throng of glitterati we see
    Tran and his entourage seated at a table, holding court
    with music types and politicos.

                             MAX
              He's got her up in the room, under
              guard.  And he's still working the
              party... acting smooth like nothin's
              nothin'.  So buddy... I say we work
              a trade.

                             LENNY (V.O.)
              What do you mean?

                             MAX
              Give him the tape.  See?  It's
              fucking brilliant!  The tape for
              Faith.  I know he'll go for it.  I
              can set it up.

                             LENNY (V.O.)
              This is what we laughingly refer to
              as a plan, right?

                             MAX
              Come on!  If he gives us any shit,
              we kill 'em all.  Whattya say?
                      (same old Max)
              Just get your butt down here.  If
              I'm not at the shindig downstairs
              go to the room.  It's 2203.  You
              writin'?

                                                CUT TO:

    INT.  APARTMENT

    On Lenny, at the table.  He dabs his finger in the blood
    on the ice pack and writes the number on the table top.

                             LENNY
              2-2-0-3.  Got it.  Stay on her.

                             MAX (V.O.)
              I intend to.

    Lenny punches END.  Mace looks at the number written in
    blood on the white formica.  Her eyes ratchet up, boring
    into Lenny.  Not noticing, he gets up, still woozy, and
    staggers to his wardrobe bag across the room.

                             LENNY
              Okay, we gotta get over there.
                      (opens the bag)
              Can you borrow a dress from Cecile
              or something--

                             MACE
              I'm not going.

                             LENNY
              Whatya mean?  We're going!  Tran's
              gonna do her right there unless--

                             MACE
              Lenny... shutup.  Just park your
              mouth and listen.  It's a set-up.
              Think about it!  Why's he been
              sending you tapes?  To freak you,
              get you to rush in without thinking.
              Then they put one in you, put one in
              her, put the gun in your hand...
              crime of passion.  This guy's bent
              enough to think of that.

    Lenny nods, hearing what she is saying.

                             LENNY
              That sounds right.
                      (but it changes
                       nothing)
              I'm going.

    He reaches into his wardrobe bag... pulling out the box of
    "Faith" tapes and setting it aside, then pulling out the
    suit.  Mace's frustration explodes as anger.

    She grabs his shoebox full of tapes.  Holds them up to
    him.

                             MACE
              You gonna get yourself killed for
              this?  This toxic-waste bitch!

    She dumps the box of tapes on the floor.  She starts
    stomping on them with one heel, crunching several into
    junk.

                             LENNY
              What the fuck are you doing?!

    Lenny freaks out and scrambles to pick them up, trying to
    stop her, push her away.  They struggle for a pathetic,
    tragic moment.

    Mace snaps.  She grabs him by the lapels and swings him
    around, slamming him back against a wall.

                             MACE
              Lenny!  This is your life, Lenny!
              Right here.  Right now.  This is
              realtime... not playback.  Real...
              time.  Time to get real.  Understand
              what I'm saying... she doesn't love
              you.  Maybe she did once, I don't
              know, but she doesn't now.  These
              are used emotions.  It's time to
              trade them in.

    Mace's tone becomes more gentle.  We see that her outburst
    is, beneath it all, coming from a place of compassion.

                             MACE
              Lenny, memories were meant to fade.
              They're designed that way for a
              reason.

    Lenny seems to crumple.  He knows he has to let go.  But
    it is so painful.

                             LENNY
              Have you ever been in love with
              somebody who didn't return that
              love?

    Mace gives him a look like, jeez Lenny, are you dumb
    sometimes.

                             MACE
              Yeah.  Lenny.  I have.

                             LENNY
              It didn't stop you from loving them.
              Right?  Or understanding them, or
              being able to forgive them...

                             MACE
              I guess.

                             LENNY
              And it didn't stop you from wanting
              to protect them.  Did it?

                             MACE
              No.  It didn't.

    Lenny's eyes are brimming with tears.  He makes no attempt
    to hide it... doesn't brush them away.

                             LENNY
              I worked Vice, Narcotics... Violent
              Crimes... and I saw every known
              depravity.  I was lost, Mace.  In
              outer darkness.  Then I busted this
              strung-out little teeny-hooker.
              When I met Faith she was just
              another runaway giving twenty dollar
              blowjobs to buy crank.  Another lost
              soul.

                             MACE
              You never told me.

                             LENNY
              But she was different.  There was a
              light in her eyes... and she had
              this voice.  It was scary, all that
              pain coming out of that little body.
              Like she could take all the hurt and
              rage of the entire world and lift it
              up to heaven in one voice.  I helped
              her.  And I promised her that I'd
              always be there... to protect her.
                      (long pause)
              See?  It's not about what's in her
              head.  It's what's in mine.  I can't
              let go of the promise.  It's...
              like... it's all I have left.

                             MACE
              No, it's not.

    Mace takes his face in her hands.  She kisses him lightly
    on the cheek, where the tear-track is.

                             MACE
              Come on, Lenny.  Let's go to a
              party.

                                                CUT TO:

    EXT.  STREET AND BONAVENTURE HOTEL - NIGHT

    11:07  P.M.

    IT IS THE MOTHER OF ALL PARTIES.  IN AN AERIAL SHOT we see
    there must be 100,000 people jamming the closed streets of
    downtown L.A.  Arc lights sweep the sky.  There are two
    outdoor bandstands, with live music pounding.  There are
    lasers, strobe-lights.  People are literally dancing in
    the streets... if they can move at all.  Huge projection
    video screens are set up all over the place.

    LA is connected to other cities all over the world by
    satellite, sharing in the celebration in different time
    zones.  The excitement has been building all evening as
    midnight sweeps across the country toward the West Coast.
    It looks like a U2 concert 10 blocks long: a multimedia
    blow-out.

    Madness in the streets.  And Lenny and Mace are stuck in
    it.  The Civic can't move in the middle of this millennial
    Mardi Gras.  People swarm around, pounding on the Civic as
    they go by, or press their faces against the glass.  It
    may be the party of the century, but it looks like the
    middle of a third world revolution.

                             MACE
              That's it.  Let's bail.

    And she's out of the car, leaving the keys, ignoring the
    protesting horns behind her.  And we see that she's
    wearing a short black cocktail dress.  Lenny comes around
    the car, through the wild crowd.  He's in his other suit.
    Snappy.

    Mace unselfconsciously hikes up her dress and slips her
    .380 auto into a holster velcroed to her leg.  She pulls
    the dress down and you can't see the gun, hidden between
    her upper thighs.

    In fact, it looks like she couldn't be concealing a
    quarter anywhere on her body.  The dress is cut low at the
    top and high at the bottom, showing plenty of muscular
    legs.  High heels doing great things for her calves.  Her
    braids now loose and full, like a mane.

    Lenny glances at Mace and does a double take.  He is
    caught by a sudden realization:

                             LENNY
              Mace... you're a girl.

                             MACE
              Good, Lenny.  I can see why the
              detective gig didn't work out.  Come
              on.

    They push their way through the swirling mass of humanity.
    Mace moving like a wedge, security training coming to the
    fore.  The whole street is vacuum-packed with people.
    Filled with cars deserted in the general euphoria, an
    unparted Red Sea of man and machine.

    They will move through the various strata of society as
    they work their way in to the party's inner sanctum.  It
    is like all of LA, from poorest to richest, compressed
    into a few square blocks.  There are cops everywhere.
    Cops on motorcycles, cops in cars, cops in riot gear.

    Lenny scopes out the security at the front entrance...
    metal detectors, cops... plus you have to have a 500
    dollar-a-plate ticket.

                             LENNY
              Got your ticket?

                             MACE
              No.  They must have sent it to my
              beach house by mistake.

    Lenny motions toward the back of the hotel and Mace
    follows.  They pass a uniformed cop who is standing thirty
    feet away, his back to them.

    REVERSE ANGLE: It is SPREG.  His black eyes scan the
    crowd.

                                                CUT TO:

    INT.  HOTEL KITCHEN

    ON LENNY AND MACE moving with purpose through the vast
    steaming factory of the kitchen where a thousand dinners
    are being prepared.  They are ignored by the bustling
    staff.

                                                CUT TO:

    INT.  HOTEL BALLROOM

    Lenny and Mace emerge from a service door into the
    glitterati crowd, heading into the ballroom.

    They scan the room.

                             LENNY
              You see Tran?

                             MACE
              Uh unh.

    Lenny whips out his cellular and recalls Max's number.  He
    hears the phone connect.  It starts to ring.

    LENNY'S POV... as the crowd parts for a moment.  He sees
    PALMER STRICKLAND talking to a city-hall type.  Lenny
    turns away before Strickland sees him.

                             LENNY
                      (to the ringing
                       phone)
              Come on, Max.  Come on, buddy...
                      (two more rings)
              Damnit.

    He looks around now.  Starting to feel the creeping edge
    of panic.  No Tran.  No Max.

                             LENNY
              Alright.  We're going up.

                             MACE
              And do what?  Take on his whole
              posse?

                             LENNY
              I still got one ace to play.  Tran's
              got what I want... and I've got what
              he wants...

    Lenny pulls the Jeriko tape out of his breast-pocket and
    holds it up.  Mace just stares at him completely outraged.

                             MACE
              That's the original.  There are no
              copies.

                             LENNY
                      (not getting it)
              Exactly.  That's why it's a make-
              able deal.

    Mace gets very, very close to Lenny, and her voice drops
    to an odd, cold... lethal-sounding... growl.

                             MACE
              Look.  That tape is a lightning bolt
              from God.  It's worth more than you,
              more than me, more than Faith.  You
              understand?  It can change things.
              Things that need changing before we
              all go off the end of the road.  And
              you do not have the right to use it
              for currency.
                      (Lenny's eyes are
                       wide)
              You go... you go alone.  This is
              where I draw the line.  I care about
              you Lenny... a lot more than you
              know... which makes us both pretty
              stupid.  But you pawn that tape, you
              mean nothing to me.

    Lenny doesn't know what to say.  Tough choice.  He
    clenches his jaw...

    And turns away.  He strides into the crowd, heading for
    the lobby and the elevators.

    ON MACE, watching him go.  Wanting to run and stop him.
    But she's said what there is to say.  She turns away,
    desolate and churning with emotion.  The moment lengthens
    as she wrestles with it.  You see her fury, her sadness...
    and her protective instincts.  Her resolve fails her.
    Ultimately, she must protect him if she can.

                             MACE
              Ah, hell.  Lenny--

    She turns, running toward the lobby.  And...
    BOOM.  Slams into him.  He came back.

    Lenny takes her hand and puts the tape in her palm.
    Closes her fingers on it.

                             LENNY
              See that guy?
                      (pointing)
              The one with the ramrod up his ass.
              That's Strickland.

    Mace follows his look to Strickland, across the room.

                             LENNY
              Take it to him.

                             MACE
              A cop?  You want me to trust a cop?!

                             LENNY
              No.  Trust me.

    He unclips his playback deck from his belt and hands it to
    her.

                             MACE
                      (nodding slowly)
              Oh boy.
                      (she takes a deep
                       breath)
              What if you're wrong?

                             LENNY
              Then we'll be right where we are
              now.

                             MACE
              Yeah, right.  Fucked.

                                                CUT TO:

    INT.  BONAVENTURE ELEVATOR

    It is a glass-cage scenic elevator, running up the outside
    of the building.  10th floor.  The last passengers step
    out.  When the doors whoosh closed and Lenny's left alone
    there's only the sound of Muzak Christmas carols.  The
    elevator rises, the lights of LA spread out below.  He is
    hyperventilating.

                                                CUT TO:

    INT.  HOTEL BALLROOM

    Mace threads her way past tables circling a dance floor
    full of dancers and makes her way through celebs air-
    kissing each other.

    But as she gets near Strickland's table, he stands up and
    excuses himself.  He starts toward the men's room.  And
    Mace follows him.

                                                CUT TO:

    INT.  MEN'S ROOM/HOTEL

    A few guys in tuxes tending to themselves.  Strickland
    enters, crossing to a urinal.  He unzips.

    Mace steps up beside him.  Guys behind her looking on,
    slack-jawed.  Mace pays no attention to them.  Strickland,
    stern and flinty-eyed, raises one eyebrow.

                             STRICKLAND
              Yes?

    She puts the playback deck on top of Strickland's urinal.
    He scowls.

                             MACE
              There's a tape in there you need to
              see.  I mean right now.

    While see is looking at Strickland, a young LAPD OFFICER
    comes out of a stall, and goes to the sink.  He glances in
    the mirror at Mace.

                             STRICKLAND
              If it wasn't New Year's Eve, I'd
              arrest you for possession of illegal
              equipment--

                             MACE
                      (interrupting)
              Just look at the tape!  You want to
              know who killed Jeriko One?  Go in
              the stall right now and hit Play.

    The young cop steps up behind her.

                             YOUNG COP
              Sir, is there a problem here?

    Mace turns.  Oh shit.  She backs away from them.

                             MACE
              Damn!  I knew it--

    Strickland motions with his eyes and the cop grabs for
    her.  Mace twists viciously out of his grip, knocks him
    down and vanishes out the door.

    STRICKLAND hefts the recorder, pondering it.  His
    expression is opaque.

                                                CUT TO:

    INT.  HALLWAY/BONAVENTURE HOTEL

    Lenny comes out of the elevator.  Standing at the corner,
    where he can watch the elevators and the corridor, is Wade
    Beemer.  Lenny doesn't break stride.  Just walks toward
    Beemer.  He's not afraid anymore.  He's pissed off.
    Beemer moves toward him.

                             LENNY
              Now, Wade, can we talk here, like
              two human beings--

    We think he's starting the usual negotiation.  But when he
    gets in range he lets fly with a line-drive right,
    straight into Beemer's face.  We're talking a John Wayne
    haymaker punch.  He staggers back, surprised and dazed,
    and Lenny knees him right in the gut as hard as he can.

    He drops to his knees, sucking wind.  Lenny draws his
    Glock and puts it behind Beemer's ear, pulling a pair of
    handcuffs off his belt.  Okay, we're starting to believe
    he might have been a cop once.

                             LENNY
              It's not personal.

                                                CUT TO:

    INT.  BALLROOM

    Mace, moving fast as she can through the crowd and past
    the tables when...

    ... she's grabbed by DUNCAN.  He gets her in a good tight
    come-along.  Like any good security person, the hold is
    not so obvious that the party around them is disrupted.
    VITA MINH steps up next to her, closing ranks.

    MACE IS WALKED around behind the bandstand.  Joey Corto
    walks up to her, looking mean and smug.

    Mace twists one hand free and snaps it out in a blur.  Her
    open palm breaks Corto's nose with an audible crunch.
    Corto screams and grabs his face.

                             CORTO
              Aw, not the fucking nose!!

    She slams her foot down on Duncan's instep and snaps her
    head back simultaneously in a reverse head-butt.  He keeps
    the hold.  Mace drives her free hand back into the
    approximate position of his nuts.  Even though Duncan
    looks like he bench-presses Buicks, this has the desired
    effect.

    Mace jerks away from him, shoving him back through a
    buffet table.  Vita draws a knife in a lightning move
    but...

    Suddenly Mace is standing there with her dress hiked up
    and her pistol straight-armed, with the muzzle right in
    her face.  Vita says the smartest line of the night.

                             VITA
              Hey, enjoy the party.

    Mace spins and sprints through dumbfounded glitterati, her
    gun innocuously tight to her side.  She spots a red "Exit"
    sign above a fire door and goes through.

                                                CUT TO:

    INT.  STAIRWELL AND PENTHOUSE/BONAVENTURE

    Lenny closes the stairwell door, giving us a quick glimpse
    of Beemer handcuffed to the steel railing.  Lenny moves
    down the empty corridor.

    He approaches suite 2203.  The door is ajar.  Always a bad
    sign.

                                                CUT TO:

    EXT.  STREET - NIGHT

    Mace finds herself back in the millennium madness, among
    the street crowd who don't even notice her.  She holsters
    the gun and moves away from possible pursuit.  The sky
    explodes with purple light as huge fireworks go off
    overhead.  A crack like thunder follows.  Then more
    flashes.

    The countdown to midnight has begun.  The party is
    building to a crescendo.  It seems to have a surreal,
    nightmarish quality.  She passes a MIME in a clock suit,
    who keeps adjusting the hands closer to midnight.

                                                CUT TO:

    INT.  SUITE 2203

    As Lenny enters the suite.  It is very quiet.  Dark.

    Lenny's heart is pounding.  He moves through the luxurious
    suite, gun in the low-ready position.

    Lenny can barely breathe from the tension.  He notices
    that one balcony door is open.  The roar of the crowd
    comes in like the sound of surf from far below.  Fireworks
    explode across the sky, and the cheers sound like distant
    screams of slaughter.

    His feet crunch on broken glass... a shattered champagne
    bottle.  A lamp is knocked over.  He reaches the door to
    the bedroom and looks in.  The room is empty.  The bed is
    unmade, the bedspread and sheet pulled off.  This isn't
    right.  None of this is right.

                                                CUT TO:

    EXT.  STREET PARTY/HOTEL

    Mace is scanning warily as she circles the hotel, looking
    for a way back in.  She turns and sees ENGELMAN in the
    crowd, not twenty feet from her.  He is looking right at
    her.  Not recognizing her for a moment.  Then... he
    realizes who she is.

    He starts toward her and Mace pushes people out of the
    way, breaking into a run.  Engelman charges after her,
    pulling out his rover to call Spreg.

                                                CUT TO:

    INT.  PENTHOUSE/BONAVENTURE

    Lenny looks back at the living room.  Suddenly he notices
    something on the coffee table.  It is an envelope, with
    NERO hand-printed on it.  He is drawn to it, hypnotically.
    He opens it...

    ... and with a nightmarish sense of destiny a SQUID TAPE
    falls out into his hand.

                                                CUT TO:

    EXT.  STREET - NIGHT

    Now both Spreg and Engelman are stalking Mace through the
    crowd.  Spreg catches a glimpse of her running and he
    charges after her, like a bull, with his gun drawn.  He
    hammers through anybody that gets in his way.

    Mace kicks off her high heels and goes flat out, an Indian
    runner.

    Sprinting through the crowd, she sees an apparition ahead
    of her... a guy wearing Death's Head make-up and a black
    shroud, carrying a huge cardboard scythe in one hand and a
    doll (New Year's Baby) in the other.  Death watches her
    pass.

                                                CUT TO:

    INT.  PENTHOUSE/BONAVENTURE

    LENNY, moving as if he's in a trance, puts the trodes on
    his head.  TIGHT ON THE PLAY BUTTON as his finger punches
    down.

    IN POV we approach room 2203.  It is the familiar
    monochromatic vision of the killer.  Our hands open the
    door quietly with a keycard.  We enter the suite.

    Some of the lights are on.  We see Faith out on the
    balcony.  Watching the sea of madness below.  She comes
    back in, carrying an empty champagne glass.  She grabs a
    bottle off an end-table and up-ends it.  Empty.  She hurls
    it across the room, and it shatters against the wall.

    We approach her, standing with her back to us.  Closer.
    Only a few feet now.  She whips around, startled.  Gasping
    loudly.  But then... she recognizes the wearer.

                             FAITH
              Oh.  I didn't hear you come in.

    THE RECORDING STOPS, in a blast of static.  Lenny jerks at
    the discontinuity in the input, he is so keyed up.

    THE RECORDING RESTARTS: A new image resolves out of
    static.  Faith is pushed roughly down on the bed.  We
    climb onto the bed, straddling her, and she gasps.  We
    turn her onto her back.

    She has been blindfolded.  The Wearer goes SSSHHH.  A
    warning.  Like the hiss of a snake.  Our hands seize her
    wrists and handcuff them one by one to the iron frame at
    the head of the bed.

    The hands go out of sight and then reappear holding a set
    of trodes.  They are placed on her head... the spidery
    gecko-hand device almost disappearing in her black hair.

    LENNY'S guts have turned to water.  He is shaking his head
    in horror...

                             LENNY
              No, no, no...

    IN POV we see one of our hands come up holding the yellow
    plastic razor knife.  The blade clicks out to its full
    length.

    Our hands reach down and slowly slit her dress open,
    starting between her breasts and going down out of sight.
    She groans, squirming away from the cold knife.  The
    killer's hands open the material, exposing her white body,
    which in his peculiar vision is pure ivory.  The knife
    deftly cuts off her panties.

    We unbuckle our pants and reach for her, grasping her
    hips, pulling her to us.

    ON LENNY, gagging.  Overcome by revulsion and horror,
    mixing obscenely with the pleasure flooding into him from
    the tape.

    BACK TO POV as we pull our belt out of the belt loops of
    our pants and wrap it around Faith's neck.  Faith begins
    to pant in tiny rapid breaths.  We tighten the belt
    slowly.

    LENNY tears the trodes from his head.  He clutches his
    stomach, gasping for breath.  Carrying the playback deck,
    he staggers into the bedroom... to the bed.  He stares
    wildly around the room.

    One whole wall of the bedroom is mirrored.  In the mirror
    he spots a shape, on the floor beyond the bed.  It is
    covered in the bed sheet, but it is clearly a human form,
    propped up against the wall on the far side of the night
    stand.  He missed it in his earlier look from the bedroom
    door.

    Lenny moves around the bed and reaches down to the foot of
    the figure, grasping the edge of the sheet with a
    trembling hand.  With horrified apprehension he pulls on
    the sheet.

    It reveals the head and upper body of... Tran Vo.

    The last thing he expected.  Lenny leans close and sees
    that Tran is breathing shallowly, but his eyes are vacant.
    He looks like Tick did.

    Lenny sits on the bed and puts the trodes back on.  The
    fireworks and screaming outside sound like some
    nightmarish war, like the sound of the world coming to an
    end.  But all Lenny cares about is what's on the tape.  He
    hits PLAY.

    THE POV CONTINUES where it left off.  Faith's body lurches
    with the Wearer's thrusts.  His hand tightens the belt.

    Lenny feels the climax building.

    Faith's body shakes as the killer comes... she cries out
    herself, in pain... or is it?  The killers hand releases
    the belt.  We see Faith gasping for breath and moaning.

    Suddenly the POV whips sideways to the mirrored closet
    doors along one wall.  In the mirror is a reflection of
    the bed and on it Faith.  And on her...

    ... MAX.

    Pants down, her legs pulled up around him.  They are both
    gasping for breath, spent, following their shattering
    orgasms.  He runs his hands over her sweat-slick belly.

    LENNY is stunned beyond his power to imagine.  He does not
    have the strength or the will to stop the tape.

    IN POV Max's hands remove her blindfold.  She looks right
    at us, still gasping with the aftershocks of her pleasure.
    Max's hands undo the handcuffs, freeing her.  She reaches
    for us, her eyes glittering with sated lust.  We slump
    forward onto her, and her face fills the POV.

                             FAITH
              I love you.

    Lenny is reeling with these revelations.  His best friend
    is the killer.  And the woman he loved loves him.  But the
    tape is not over...

    THE POV CONTINUES as Max's eyes whip around in response to
    a sound behind them.  The bedroom door is opening.  Tran
    is standing there, stunned.  Maybe the first time he's
    ever been surprised in his life.  What a way to start.

    Like lightning we are off the bed snatching our .45 from
    the night stand and whipping around... putting the muzzle
    right in Tran's face.  We pull him roughly across the
    room, too stunned to resist.

                             TRAN
              You're going to die, you're both
              going to fucking die.

    We slam him back against the mirror wall and jam the
    muzzle of the gun right in his mouth: a deadly gag.  Using
    the gun we push him down until he is sitting on the floor
    with his back to the mirror.

    Our eyes whip to Faith.  She is freaking out.  We see
    Max's reflection in the mirror as he talks to her, talking
    fast.

                             MAX
              This piece of puke hired me to kill
              you, baby.  Do you believe that?
              Isn't that right, Tran?  You
              pinhead.

                             FAITH
              Oh my God.  I don't believe this is
              happening.

                             MAX
              Believe it.  Now bring me the
              trodes, baby.  Come on, quick.

                             FAITH
              What're you going to do?

    Still in a kind of stupor, she hands him the trodes.  Max
    puts the trodes on Tran's head, then pulls something out
    of his pocket.  It is a booster box.  He plugs it into the
    deck.  He takes the gain control and cranks it all the way
    up.  He's setting up a cook-off.  Tran's eyes go wide when
    he figures that out, starts to splutter.

                             FAITH
              You can't just... kill him.

                             MAX
              I'm not.  Just a little poach job.

                             FAITH
              Jesus.

                             MAX
              Hey, he was going to kill you.  And
              this ratfuck paid to have Iris
              killed, to save his own sorry ass.

    Tran freaks at that point but Max jams the gun deep into
    his throat, up to the trigger guard, choking off his
    words.

                             MAX
              You shut the fuck up, right now,
              I'm gonna pull this fuckin' trigger!

    K-BANG!  Faith shrieks, thinking Max shot him.  But it's
    just the start of the fireworks outside (remember all this
    has already happened relative to Lenny entering the
    suite).

                             MAX
              Look, baby, it's now of never... the
              guy is a known input junkie, so a
              little OD won't surprise anybody.
              It's the only way we can be
              together.  You know it's true.

                             FAITH
              My God.

    We don't know if her reaction is to the horror of what is
    about to happen, or to the realization that she has the
    capacity to let it happen.

                             MAX
              Here's how much I love you, baby.

    She stares, transfixed, as Max reaches for the deck.  He
    punches PLAY.  Max puts his hand over Tran's mouth to
    muffle his screams as the input hits his brain like a
    screaming chainsaw of static from Hell.  The screaming
    outside, the pandemonium, give the moment a special
    madness.

    The POV turns, looking out the window... staring fixedly
    at burst after burst of brilliant fireworks.  Like the
    fireworks inside Tran's head.

    THE TAPE ENDS.

    Lenny takes off the trodes.  He is wrung out, drenched
    with sweat.  We see that there is a figure standing in the
    doorway behind him.  Lenny turns, not surprised to see Max
    there with his .45 aimed at Lenny's chest.  Max's surgical
    gloves look incongruous with his tux.

                             MAX
              Don't make any assumptions about our
              friendship, Lenny.

    Lenny stands up, slowly.

                             LENNY
              No.  I suppose not.  I didn't know
              you were colorblind, Max.

                             MAX
              Only way I could stand your ties.

    Max moves up to him cautiously, and takes the Glock out of
    Lenny's waistband.

                             MAX
              I'll have that.  Glock 22.  Nice.

                             LENNY
              Where's Faith?

                             MAX
              I sent her to the party.  I figured
              I'd wait up here until you killed
              Tran.

                             LENNY
              What makes you think I'm gonna kill
              Tran?

    Max looks out the window at the fireworks.  Waits for a
    flash, knowing that the bang will follow.  Keeping his own
    .45 on Lenny, he aims Lenny's Glock at the catatonic Tran.
    BLAM!  One right into Tran's forehead.  The crack of
    thunder from the fireworks masks the sound.

                             MAX
              You just did.

                             LENNY
              Jesus!

                             MAX
              You know, statistically that's the
              second most common word people say
              right before they die.  Shit being
              number one.

    Max sticks Lenny's Glock in his waistband, keeping his own
    .45 trained on Lenny.  Lenny knows the next bullet is for
    him.  He does what he does best... talk.

                             LENNY
              So... I killed Tran.  Then you ran
              in, being on his payroll, and shot
              me.

                             MAX
              That's pretty much the way it
              happened.

    CUT TO FAITH in the living room, moving silently up to the
    edge of the door frame.  She looks through the crack
    between the door and the jam.  Her POV: Max with the gun
    on Lenny.

                             LENNY
              Wait a minute.  Now I'm remembering.
              I killed Iris too, didn't I?

                             MAX
              That's right.  They'll find the
              original of her snuff clip in your
              apartment.  The one I left for you
              at the club was a copy.

                             LENNY
              Was I a really busy guy?  Did I do
              Tick too?

                             MAX
              You bet.  Did you like it?

    Lenny drops the cutesy role.

                             LENNY
              So why Max... why d'ya have to do
              Iris?  She never hurt anybody.

    CU FAITH, reacting to this.

                             MAX
              Picture it... I feel like I gotta
              share this with somebody.  It's too
              perfect.

                             LENNY
              I won't say anything.

                             MAX
              I know.  So, I'm working for this
              puke, right?  And he says he'll pay
              me quite large to do the hooker.
              But also I gotta do his bitch
              girlfriend cause she knows the whole
              score and she's totally out of
              control.

    Lenny nods.  Starting to see it.

                             MAX
              Only he doesn't know about me and
              Faith.  So I say to myself, if I
              turn the job down, he just gets
              somebody else.  And I lose Faith...
              to coin a phrase.  So to buy time, I
              do the skank.  I still gotta do
              something about Tran... I figure
              it's him or me... but I can't cap
              him without a chump to take the
              fall.  And who better than his
              girlfriend's loser ex-boyfriend... a
              known criminal... who has been seen
              hassling them in public numerous
              times.

                             LENNY
              And who was, regrettably, also your
              best fucking friend.

                             MAX
              No plan is perfect, Lenny.  Hey,
              cheer up.  World's gonna end in ten
              minutes anyway.

                             LENNY
              You must be so pleased, I followed
              your jellybean trail right here,
              like a good little chump.

                             MAX
              You got froggy on me a couple times.

    CUT TO: The Underground Garage, where Tick has been
    cooked-off.  We see Max running his number on Mace and
    Lenny.  Lenny buying it.

                             MAX (V.O.)
              I thought that riff about the Death
              Squad was pretty good.  I hadda keep
              you from bringing the cops into it.

    AND BACK again to REAL TIME.

                             LENNY
              So there never was a death squad.

                             MAX
              Naawww.

                             LENNY
              Just those two loose-cannon cops
              running around covering their butts.

                             MAX
              Yeah.  Pretty zany, huh?  All this
              shit caused by a random traffic
              stop.  Hey... nothing means nothing.
              You know that.  Look around... the
              whole planet's in total chaos.  You
              gotta take what you can, while you
              can.  Cause some shitbird can come
              up and put a fuckin' .22 in the back
              a your head any second.

    CUT TO: A brief, violent flash from the Jeriko tape: Spreg
    shoots Jeriko.

                             LENNY
              How did you hook up with Faith?

                             MAX
              This dink hires me a month ago to
              eyeball her, right?  But Faith knows
              me from you, right, so she comes up
              to me and says, 'Hey Max why you
              following me?' I say, 'I'll buy you
              a drink and explain.' And she says...

                             FAITH
              'So, do you enjoy watching me?'

    Max turns and sees her in the doorway.

                             MAX
              You were supposed to go downstairs,
              baby.

                             FAITH
              I know.  I don't always do exactly
              what I'm told.
                      (she walks slowly
                       toward them)
              So I said, 'Do you enjoy watching
              me?'  And you said -- come on Max.

                             MAX
              I said, 'Yeah.  I'd even do it for
              free.'

                             FAITH
              Uh huh.  And I said, 'That's good,
              because I like the feeling of
              someone watching me.  I acquired
              the taste from Lenny.'

    Lenny looks between Faith and Max, feeling like the
    asshole of the western world.  Faith moves up close to
    Max.  She puts her hands lightly on his shoulders,
    caressing them.  Max grins, realizing she is 100% with
    him.

                             MAX
                      (to Lenny)
              And then she said, 'Since we're
              going to be spending so much time
              together--'

                             FAITH
              'We might as well make the best of
              it.'

                             LENNY
                      (crushed)
              Jesus, Faith.

    Faith runs her hands appreciatively over Max's shoulders
    and arms.  Then, in an eyeblink, she grabs his forearm in
    both hands and deflects the gun.

                             FAITH
              Lenny!!

    Lenny jumps in, wrestling Max for the gun.  Faith pulls
    the Glock out of Max's waistband and throws it across the
    room.

                             MAX
              Fucking bitch!!

    BLAM!  BLAM!  Max fires wildly, trying to hit Lenny, who
    is just barely keeping the muzzle out of his face.  Faith
    grabs Max's hair, trying to pull him away...

    His "hair" comes off in her hands.  A prosthetic wig,
    containing the squid-net array.  Max's head is shaved to a
    Sinead O'Connor stubble.  He looks demonic, grimacing with
    effort as he struggles with Lenny.

    He continues firing.  The shots hit the mirrors.  ANGLES
    of the reflected images of them shattering.  Faith,
    screaming, reflected, her face fragmenting into shards.
    The crystal chandelier shatters, reigning glassy snow on
    them from above.

    Max is stronger and heavier than Lenny, but Lenny has one
    advantage: Max has managed to make him really angry.
    Lenny gives a guttural cry and drives Max backward into
    the doorframe.  They tumble together into the living room,
    falling together over the couch.  Lenny pounds Max's hand
    against the glass coffee table, shattering it.  He forces
    Max's hand along a glass edge, cutting it, and Max drops
    the gun.  Lenny reaches for it, but Max kicks it away a
    split-second before his hand touches it.  It skitters
    under the couch, out of play.

    Max punches Lenny brutally in the face, then in the gut,
    and grabs him with both hands.  He hurls him against the
    wall.  Lenny staggers off the wall into several vicious
    punches from Max.  We feel the tide turning.  Lenny goes
    down to one knee.

    Max pulls out his knife and flicks it open.  Lenny throws
    a lamp.  Max ducks and charges through.  Lenny spins away
    from the downthrust.

    The knife embeds itself in his shoulder blade, sunk into
    the bone.  Lenny punches Max in the throat and jerks away,
    pulling the knife handle out of Max's hand.  Max tackles
    him and they crash together through a sliding glass door
    onto the balcony.  Explosion of flying glass.

    Max pulls a dazed Lenny to his feet and rushes him
    backward toward the railing.  At the last instant, Lenny
    twists with all his strength and spins Max into the
    railing, using his weight against him.  He pushes hard and
    Max topples.

    As he is going over, Max grabs Lenny's tie, pulling him
    over.  Max is dangling 12 stories above the oblivious
    crowd, his entire weight hanging from Lenny's tie.  Lenny
    has one arm and one foot hooked around the railing, and he
    is being strangled by the tie.

    Lenny is starting to black out.  In agony he gropes with
    his free hand to his own shoulder blade, finding the
    handle of the knife.  He jerks it out of himself.  Max
    sees it coming a split second before it happens.

    Lenny slashes the knife across the tie, just above Max's
    hands.

    Max takes the express elevator to Hell.  He hits 12
    stories down, on top of a video truck.

    Lenny stands there panting, bleeding down the back of his
    jacket.  Faith runs to the railing and looks down.  All
    the strength goes out of her legs.  She sags to the floor.
    Fireworks continue to boom across the sky.

    Lenny looks down at her, gazing at the object of his
    quest.  She looks up at him, her wet eyes seemingly at the
    bottom of a deep well from which he cannot save her.

    He turns and walks away.  It's hard.  But he keeps
    walking.

                                                CUT TO:

    EXT.  STREET - NIGHT

    DOWN BELOW, in the madness of the crowd, we move with
    Spreg as he searches for Mace.  He sees her from behind,
    walking near one of the stages.  He moves up behind her,
    aiming his pistol at the back of her head.  She turns
    and...

    ... it isn't Mace.  Another girl in a similar dress.
    Spreg curses and looks around.

    Engelman catches a glimpse of Mace running.  He points to
    her position and Spreg charges after her.  He has his
    baton laid back along his forearm and is clubbing people
    out of the way as he runs.

    Mace sprints barefoot through the crowd, pushing people
    out of her way.  Strobe-lights from the stage and flashes
    from the fireworks give the crowd a nightmarish look.

    Spreg fires at her.  People drop, their screams drowned
    out by the pandemonium.  The gunshots don't register above
    the concussions from the fireworks.  No one notices the
    shootings.  Spreg continues to fire, missing her as people
    block his shots.  Mace won't fire back in the crowd.

    ON SPREG, coming to a stop at the base of a lighting
    tower.  He has lost sight of her.  He starts to reload his
    pistol.  Mace comes up to him silently from behind the
    tower and hammer punches him behind the ear with the butt
    of her pistol.

    Spreg comes around with a roar, slamming the baton across
    her forearm.  Her .380 clatters to the ground.  Mace
    bodyslams him back against the steel tower, smashing her
    palm up under his chin.  His head raps off the metal.
    Mace is like a she-panther.  She rips the baton out of his
    hands and cracks him once across the windpipe.  He drops
    to his knees, gagging and unable to breathe.

    A shot hits the metal space-frame next to her head.  She
    spins to see Engelman, charging toward her.  Before he can
    fire again she drops behind the kneeling, gasping Spreg,
    using him as a human wall.  She clamps an arm around his
    neck, controlling him, and pulls his tazer from his belt.

    She shoots Engelman in the chest from 8 feet.  He
    convulses and drops instantly to the pavement, flopping
    like a fish.  She holds the current on him while she goes
    over and kicks his gun away.

    She takes Engelman's cuffs from his belt.  Spreg glares at
    her through the blood running into his eyes.  She raises
    the baton.

                             MACE
              All the way down!  RIGHT NOW!!

    He slowly drops to the pavement, face down.  Now that
    she's got them both proned out, she quickly handcuffs one
    of Spreg's hands to one of Engelman's.

    The crowd of partiers stares.  Can't believe what they're
    seeing.  Mace takes Spreg's cuffs and attaches his other
    wrist to the base of the tower.  That's when THREE LAPD
    COPS in riot gear burst through the surrounding crowd and
    see a black girl crouching over two of LA's finest with a
    police baton.  The cops advance toward her.

                             MACE
              Wait.  Let me tell you what's going
              on here--

    The nearest shoots her with a tazer.  She spasms and goes
    to her hands and knees.  One of the cops kicks her down.
    She cries out, trying to explain, but she can't get the
    breath as the batons start to fall.  The crowd around them
    watches fascinated, gasping.

    Mace sees another cop arrive and start to uncuff Spreg.

                             MACE
              NO!!  NO!!!

    They crack her with their batons, telling her to stay
    down.  Another one kicks her in the stomach.

    A BLACK KID in the crowd leaps onto one of the kicking
    cops.

    And then they come out of the crowd... one, then three,
    then half a dozen.  Just normal people... black, white,
    Latino people... that can't watch this happen any more.
    They jump the cops, swarming them, wrestling them down.
    It becomes a brawl.

    Then cops are running in from everywhere.  We see the
    trigger point of a full-scale riot.  Cops in full riot-
    gear, with Lexan shields, push the crowd back, clearing a
    space.  A helicopter XENON comes straight down from above,
    like the divine light of God.

    Mace hugs herself, at the center of it, unable to get up.
    Within seconds there are twenty cops there, and more on
    the way, forming a human wall.  They get the crowd settled
    down.

    Through the phalanx of riot cops comes Palmer Strickland
    and several ranking officers.  He surveys the scene.
    Strickland looks down at Mace and then at Spreg and
    Engelman, who are getting to their knees, though still
    handcuffed to each other and the steel tower.  The beat
    extends... Strickland unreadable, face stern as Moses.
    Then...

    He points at the two prone cops.

                             STRICKLAND
                      (to the nearest
                       officers)
              These two are under arrest for
              murder.

    Strickland looks Spreg in the eye and holds up Lenny's
    squid tape.  Spreg and Engelman react, knowing they are
    over.  The helicopter Xenon gives the whole moment an
    otherworldly quality.  Like they are in some celestial
    court of judgment.

                             STRICKLAND
              Get some medical attention for this
              woman.

    Lenny pushes through from behind Strickland.  He runs to
    Mace and kneels next to her.

                             LENNY
              Are you okay?

    A trickle of blood runs down her face.  She nods weakly
    and reaches for him.  They hug, then they both wince in
    pain.  Mace sees the cops running in to arrest Spreg and
    Engelman.  One of them unhooks Spreg from the tower.

                             MACE
              I got 'em, Lenny.

    ENGELMAN LUNGES, grabbing a gun from the holster of the
    closest cop.  He waves them back with it.  Then puts it in
    his mouth and fires.

    He topples against Spreg, spraying him with his spurting
    blood.  Spreg clutches him, lowering him to the ground,
    bathing in his blood.  You see him going insane, right at
    that moment.  His face is suddenly demonic.

    SPREG, the street-monster cop, RISES IN SLOW MOTION.  His
    glare is fixed on Lenny and Mace.  He has Engelman's gun
    in one blood-drenched hand.

    Lifting the dead weight of Engelman by the handcuff, he
    begins to drag the body, lurching toward Mace.  He keeps
    the pistol down along his side.  Spreg exists at the
    center of a circle of cops who don't know what to do.  He
    has a gun so they can't rush him.  But he's a cop, so they
    can't shoot him.  Several officers shout at him to drop
    the weapon.  You barely hear them over the pandemonium of
    the crowd, the helicopter, the fireworks.

                             LENNY
              SHOOT!

    Like a scene from a nightmare the blood-drenched Spreg,
    completely unhinged, lurches toward them.  Engelman's body
    slides over the ground, leaving a snail-track of blood a
    foot wide.

                             SPREG
              YOU FUCKING NIGGER BITCH!!

    He raises Engelman's pistol, points it at her and...

    Lenny throws himself across her, turning his back to take
    the fire, and...

    POW POW POW!  The LAPD executes Spreg in a hail of fire.
    He drops like a sack of cement.

    The smoke clears.  Lenny blinks... realizing he is alive.

    He faints.  Mace shakes him, thinking he is shot.  He
    opens his eyes.

                             LENNY
              Yeah, what?

    CUT TO SEVERAL MINUTES LATER.  Mace and Lenny are being
    escorted through the crowd by Strickland and a number of
    cops who part the rowdy mob before them.

    Lenny and Mace are both limping, bruised, cut up.  Lenny's
    arm is drenched with blood from his shoulder wound.  They
    support each other like two soldiers after a battle.

    Mace sees Faith... FAITH, escorted by a couple of cops,
    passing near them.  She is in handcuffs and her eyes are
    dull.  Mace turns back to Lenny...

                             MACE
              Are we under arrest?

                             LENNY
              Naw.  They just have to ask us a
              few questions... for about six
              hours.

    They pass DEATH, with the (plastic) BABY still in his
    arms.  Life out of Death in the endless continuum.  Lenny
    pushes the scythe out of the way so they can get past.

    They reach a row of police cars and an ambulance.  The EMT
    guys run to Lenny, helping him painfully out of his suit
    jacket.  Strickland motions Mace toward a waiting squad
    car.  Lenny sees...

    The CLOCK MIME, who smiles at him and puts his hands at
    midnight.  We hear a roar passing through the crowd.  A
    huge chanting and cheering, that becomes thunderous as
    everyone begins to shout the countdown to midnight.

                             CROWD
              TEN!  NINE!  EIGHT!...

    Lenny and Mace look around... the wonder of it sinking in.

                             CROWD
              SEVEN!  SIX!  FIVE!...

    Mace and Lenny let it wash over them... the deliverance
    from darkness.

                             CROWD
              FOUR!  THREE!  TWO!  ONE!  HAPPY NEW
              YEAR!

    The exultation of the moment flows through them as the
    people lift their voices in a great cheer.  Balloons are
    released, confetti and streamers fly in a blizzard.
    Couples grab each other and kiss passionately.

                             MACE
                      (grinning)
              Hey, Lenny.  We made it.

                             LENNY
              Yeah.  We did.

    She hugs him.  Then pulls back.  Friends... yes.  And
    always.  But there's that line that she can't cross.  Only
    he can do that.

                             MACE
              Well...
                      (she shrugs)
              Get going.  You're still bleeding.

                             LENNY
              See you downtown.

                             MACE
              Yeah.  See you there.

    TRACKING WITH LENNY as he walks toward the ambulance.
    They open the back door for him.  The walk is
    hallucinatory... with confetti falling like snow, and the
    hysteria of the crowd.  He looks back at Mace as the
    paramedics help him up into the ambulance.  The back doors
    close.

    ON MACE, watching him go.  A cop gently takes her arm,
    opening the squad car door for her.  She turns away, her
    face sad amid the exultation of the crowd.  She gets into
    the back seat.  The door slams.  Strickland gets in next
    to her.  The driver starts the car.  They start to move,
    and...

    There is pounding on the glass, startling her, and...
    The door is wrenched open...
    A hand comes in, grabbing her arm, pulling her out...

    Lenny.  His eyes are full of emotion.
    He grabs her in his arms, fiercely, and kisses her... like
    there's no tomorrow.  She grabs his head and won't let him
    break, even if he wanted to, which he doesn't.

    Strickland, in the car, rolls his eyes and looks at his
    watch.  Reflex.  Because if there's one time you don't
    need a watch, it's...

    12:01  A.M.  JANUARY 1, 2000

    PULL BACK AND UP as Lenny and Mace stay locked together,
    while the cops wait for them, and the world begins again.

                             THE END

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

	

Strange Days



Writers :   James Cameron  Jay Cocks
Genres :   Crime  Thriller  Sci-Fi  Mystery  Action  Drama


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