SCREEN is BLACK. In white letters we read:
1 EXT. CADILLAC DEALERSHIP - DAY 1
BILL BABOWSKY ("BB"), a wiry, dapper-looking man in his
mid-thirties, is circling a baby blue Cadillac. A
SALESMAN follows on his heels.
She's a beauty.
(looking at Salesman)
Who's the beauty?
I thought maybe you saw some chick
walking by. I lost my concentration.
Why do they call cars 'she'? They
never say 'he'... always 'she.'
The Salesman shrugs his shoulders. BB walks around the
Very nice... very nice.
2 EXT. NEIGHBORHOOD - LINE OF ROW HOUSES - DAY 2
We hear YELLING.
3 INT. ROW HOUSE - DAY 3
NORA, a rather plain, but attractive woman in her early
30's, is yelling up the stairs.
You're a sick man! Sick! Do ya
hear me?! Do ya hear me?!
3 CONTINUED: 3
Peeking around the bannister from the second floor is
ERNEST TILLEY, also in his 30's, handsome in a boyish
Who do ya think I'm screaming at?
How many of you are there up there?
There's only you, and you're a sick
down a few steps)
Where's my white on white shirt?
The nice one, you know.
It's like yelling through a wall
to you. I'm carrying on about
what a disgusting human being you
are, and all you want to know is
where your white on white shirt is.
Yes, the one with the permanent
4 EXT. CADILLAC DEALERSHIP - DAY 4
BB is now sitting in a cubicle in the office with the
Salesman, going over the contract on the car.
Now don't try to hustle me here
... you know what I mean. I hate
being hustled. Give me an honest
price, not one of your 'special'
deals... give me an honest price.
Do I make myself clear?
Now, how much are you willing to
There ya go... there ya go...
you're doing it... you're doing
one of those hustle numbers.
4 CONTINUED: 4
I'm just trying to get an idea
how much you're willing to pay.
Four dollars... I want to pay four
dollars a month.
That's not an honest answer.
What do ya want to hear? That I'd
love to pay three hundred and fifty
a month... is that what you want to
hear? Tell me how much you want me
to pay and I'll tell you how much
I'll pay, but don't do a hustle on
me... I don't like that. How much
do I want to pay? I'd like to pay
5 EXT. TILLEY'S HOUSE - DAY 5
Tilley's leaving the house with his tie undone around
his white on white shirt. He carries his sports jacket,
and Nora is standing at the door yelling at him.
You're being unreasonable. You
don't even want to listen.
I don't know what I did... I got
no idea. If it's my fault, I'm
sorry... I'm sorry. I can do no
better than that. A full
Tilley walks down the steps of the house and goes to his
car -- a Cadillac. He gets inside, STARTS the ENGINE and
pulls away. Nora remains on the porch watching the car
... one lonely figure in a neighborhood of hundreds of
6 EXT. CADILLAC DEALERSHIP - DAY 6
BB and the Salesman are coming out of the office.
6 CONTINUED: 6
If you even have the smallest
problem, call me personally and
I'll just shoot you straight into
the service department.
And I get a loaner if the car's
got to stay?
As we discussed, you get a car if
the car has to be kept overnight.
I get a loaner?
The Salesman nods.
7 INT. TILLEY'S CAR - DAY 7
He drives along, mumbling to himself.
She's gonna drive me to my grave...
I'm headed to my grave... the
woman's driving me insane... it's
not supposed to happen this way.
He starts moving his head -- stretching his neck from
right to left.
It's not even eleven o'clock
and my neck is stiffening up.
He juts his jaw out.
My neck's tight... it's tight.
8 EXT. CADILLAC DEALERSHIP - DAY 8
BB gets into the shiny, baby-blue Cadillac, puts it in
reverse and starts to back out of the car lot.
9 INT. TILLEY'S CAR - DAY 9
Tilley is doing neck exercises, rolling his head from
left to right as he drives. He sees a red light ahead
and starts to slow down, continuing to roll his head.
10 EXT. BB'S CADILLAC - DAY 10
BB sees the light is red and starts to back into the
11 INT. TILLEY'S CAR - DAY 11
Tilley rolls his head back as he slows to 15 miles an
12 EXT. BB'S CADILLAC - DAY 12
BB backs into the street thinking that Tilley's car is
going to stop.
13 INT. TILLEY'S CAR - DAY 13
Tilley is still rolling his head.
14 EXT. STREET - DAY 14
Tilley's Cadillac and BB's Cadillac CRASH into one
another. The entire right rear of BB's shiny, baby-blue
Cadillac is smashed. Both men are shocked and momen-
tarily confused. After a beat, both Tilley and BB bolt
from their cars. Tilley looks at his buckled hood. BB
races up to Tilley's face.
Are you a lunatic? Can't you see
I'm trying to back out of this
lot? There's a red light, you
Me? What are you, crazy? You
just want to back into the middle
of the street like that. A man's
just driving along and you back
into the middle of the street.
What kind of driving is that?
What kind of driving?
14 CONTINUED 14
There's a red light, I'm making
a space for myself... that's
what I'm doing, in order to get
into the street... that's
something ya do!
You came out of nowhere... you
bolted out of no place... bolted
out of nowhere.
Bolted! At six miles an hour I'm
bolting into the street! You
schmuck! You schmuck!
He moves toward Tilley.
Back away from me, do ya hear me?
Back away from me.
Back away? You want me to back
away? I'll back away.
He turns to walk away from Tilley, walks and then turns
back and kicks in the headlight of Tilley's car.
You're a fucking lunatic!
He goes for BB, jumps him and they both fall on to the
trunk of BB's car. People have started to gather and
immediately jump in and pull BB and Tilley apart.
You're a madman! Smashes into
me, attacks me... the man is
People continue to pull them apart.
Come on now, calm down, calm down.
He holds BB's arms. Another MAN grabs for Tilley and
tries to pull him off BB.
Take it easy... take it easy...
14 CONTINUED: (2) 14
(to people watching)
Get this guy! Will ya get this
guy? Backs in front of me, and
then kicks my headlight in...
and I'm crazy. You lunatic!
Tilley makes another jump for BB. Again, people try
pulling them apart.
You're going to prison. Death!
Death! They're going to give
BB looks at his brand new Cadillac with the smashed-in
Car only has one sixteenth of a
mile, and I've been hit.
He turns back and looks at Tilley.
I'm gonna get even with you,
you son of a bitch... I'm gonna
get even with you. This is no
ordinary traffic accident.
You want to drive a Cadillac,
learn how to drive. You want
to get even with somebody? You
picked the wrong person to get
even with. Nobody backs into
traffic, smashes my car and
says they want to get even.
I'm gonna get even!
15 INT. DINER - DAY 15
Seated at a booth are three aluminum siding salesmen
having their late morning breakfast. SAM PICKLES, a
heavyset man in his 50's, delicately butters his toast,
and is shaking his head sadly.
Did ya see 'Bonanza' last night?
Can you tell me why Ben Cartwright
had a colored guy stay over?
15 CONTINUED: 15
GIL, who is pouring half a pound of sugar into his coffee,
Ben Cartwright had a colored guy
stay overnight at the Ponderosa?
MOUSE, who is picking his teeth with a matchbook, squints
at Sam with an investigative look.
Did he know this guy personally?
No... he was just passing through,
asked if he could stay over, and
Ben Cartwright said 'sure thing.'
It doesn't make any sense... he
invites a strange colored guy in...
invited him in to stay. Is that
crazy or what? If a colored guy
came to my door and said 'can I
stay the night,' I'd tell him
'get the fuck out of here'! It's
nothing personal, mind you.
You're not a bigot, is that what
you're telling us?
Me? No, I'm not a bigot.
If you're not, how come you're
making such a big thing out of it?
It's the fact the Ben Cartwright's
on the Ponderosa... he's in the
middle of nowhere. It's not like
he's living on Reisterstown Road
with houses all around... we're
talking about the West here. It's
the idea that a strange guy comes
to the door in the middle of the
West. It doesn't make sense,
that's all I'm saying.
Come on... you're a bigot, that's
what you are.
15 CONTINUED: (2) 15
Listen, I'll sell tin to anybody
... I don't care who he is. A
mark's a mark, whether he's
Chinese, Indian or from Mars...
I'm thoroughly integrated. Makes
no difference to me... I just
wouldn't have one of those guys
sleep in my house.
16 EXT. DINER PARKING LOT - DAY 16
Tilley gets out of his car and enters the diner.
17 INT. DINER - DAY 17
He starts walking to the booth where the other tin men
are. On his way he yells over to the waitress.
Florence, eggs and the toast,
the way I like it.
FLORENCE, who doesn't have too much energy, calls back
Not too gooey. Coffee right
She trails the last word. Sam is still talking about
his problem with "Bonanza."
I just don't believe that 'Bonanza'
is an accurate description of the
West. I say no more.
Tilley slips into the booth next to Sam. He indicates
for Sam to give him more room.
Come on, give me a couple of more
You want me to take my plate...
I'll eat in the parking lot.
17 CONTINUED: 17
Come on, Sam, I'm having a terrible
morning. You're not going to
believe this, some guy just crashed
into me... right in the middle of
the street... then he attacks me.
One of the loonies.
(biting into his
Did ya live?
Did you get his name?
Yeah, I got his name. The police
came... God, I can't believe it...
the guy's an idiot.
He pulls a piece of paper from his pocket.
Yeah, here it is... some Polish
name... Babowski... Bill Babowski
... fucking son of a bitch.
I know the guy... they call him
You know the son of a bitch?
Yeah, he works with Bagel.
He sells aluminum siding? I
don't believe it... of all the
people that could run into me, it
has to be a fucking tin man. How
come I don't know him?
You musta seen him. He hangs
out with Carly Benelli, Cheese
... you know, that group.
I don't know the guy.
17 CONTINUED: (2) 17
Don't you remember, he was up at
the Corral one night when we were
there... he's a good dancer. You
must have seen him.
I don't know the guy.
Gil, he doesn't know the guy.
I thought he knew him, Sam... I
can't believe he doesn't know
He seems to be indicating that
he doesn't know him.
I don't know the guy!
He's a good dancer.
What do you want me to do, date
him? What do I give a shit if
he's a good dancer?
I thought you saw him. I was
amazed, he does a Marengay... I
tell you if I was a girl I'd be
You're not a girl and you're
Florence comes over and puts down some coffee in front
Is it fresh?
Yes, it's fresh!
Just asking, Florence.
17 CONTINUED: (3) 17
Florence starts to walk away.
You're always just asking.
Gil still talking about BB.
I'm telling you, you just can't
believe how well this guy does
I can't wait to see it.
I'll tell you one thing, when I
get a hold of this guy, I'll
break both his legs and then he
won't dance the Marengay too
18 EXT. INDUSTRIAL PARK IN A RUN-DOWN AREA OF TOWN - DAY18
We see BB pulling up to a building in his banged-up,
brand new Cadillac. There are three or four nice
Cadillacs parked outside of the run-down building.
19 INT. OFFICE - DAY 19
The office is filled with second-hand furniture, mis-
matched desks and a conglomeration of styles. In one
corner of the room there are two or three GIRLS working
the telephones -- canvassing -- talking to people on the
phone to see if they're interested in a demonstration on
the benefits of aluminum siding. They all speak in a
very congenial tone of voice.
Good morning, I represent the
Superior Aluminum Siding Company.
We will have a representative
in your neighborhood today.
Would you be interested in seeing
the benefits of our aluminum
19 CONTINUED: 19
GIRL #1 (CONT'D)
Yes... well, we do aluminum siding
which improves the appearance of
your house, and improves the
CAMERA MOVES TO ANOTHER GIRL.
... Which improves the appearance
of your house, and improves the
CAMERA MOVES TO GIRL #3.
... Superior Aluminum Siding
Company. We will have a
CAMERA MOVES TO another corner of the room where we see
4 "tin men" salesmen sitting around one of the desks
playing cards. MOE is beginning to tell a joke. He is
a man in his 50's.
So the guy goes to the doctor for
a physical... they do all those
tests, all that stuff, blah, blah,
BB enters the scene and goes over and gets himself a cup
... Doctor says 'when we get all
the information back, we'll give
you a call.' Leaves the doctor.
One day the telephone rings...
the guy goes and picks it up.
Not the doctor?
19 CONTINUED: (2) 19
That's right, the guy picks it up.
He gets a phone call... it's the
doctor on the line. Doctor says
'I've got some bad news and some
BB join the tin men to listen to Moe's joke.
Guy says 'Well, let me hear the
bad news first.' 'The bad news
is, you've got twenty-four hours
to live.' The guy says 'What's
the worse news?' Doctor says
'I forgot to call you yesterday.'
They all laugh. LOONEY, a thin guy who twitches and
blinks a lot, stands up.
It's good... I like it.
I never heard bad news and worse
news... smart joke.
Yeah... I like it.
It's dumb, but good.
BB, who is not laughing, stands behind Cheese who throws
50 cents into the card game.
Up it fifty cents.
I call... I call. I'm in on this
one... I call.
We get it, you're calling.
I'm not sure.
Stay with him.
I don't know.
19 CONTINUED: (3) 19
Carly, get out of the hand...
I'm holding serious cards. Very
If I'm lying, I'm dying.
Moe throws his hand in, too.
Did you get the new Cadillac?
Yeah. It's already been hit.
Didn't have it five minutes,
backing out of the place, and a
guy comes out of nowhere and
bangs into my car.
So, what ya got?
Cheese throws his hand down.
Pair of sixes.
Shit! Pair of sixes.
How much damage?
I bet it's six hundred bucks.
19 CONTINUED: (4) 19
Six hundred bucks? I'd get rid
of the car. That much damage
it won't be any good. You may
have dented the frame.
I didn't dent the frame.
When you hit the frame, the car
doesn't ride right.
He didn't hit the frame! I'll
tell you this, I'm gonna get the
son of a bitch. If he would
have apologized or something,
but this guy gets out, tries to
push me around.
You're kidding me?
Yeah... the guy's totally off
He takes a sip of his coffee.
I'm gonna get him... just for
the fun of it.
20 EXT. LOWER/MIDDLE CLASS NEIGHBORHOOD - DAY 20
BB's Cadillac moves through the neighborhood, and we see
homes that all look to be about 30 to 40 years old.
21 INT. BB'S CADILLAC - DAY 21
Moe is with BB in the Cadillac. BB is driving. Moe is
looking through some papers.
21 CONTINUED: 21
Now, let me see... we gotta be
at the Hickey house at four.
(he looks at
It's about three-twenty now...
we've got some time on our hands.
You want to get some coffee?
No, I'm up to here with the
He indicates his throat.
They got any good pool halls
I don't know.
You know what would be fun to do..?
Let's try the Life Magazine
22 EXT. WOODEN FRAMED HOUSE - DAY 22
Slightly run-down. We're looking THROUGH the LENS of a
You know, I think we've got to
come over about two feet.
The SCREEN SHAKES as BB moves the camera.
23 INT. WOODEN FRAMED HOUSE - DAY 23
A HOUSEWIFE is looking through the curtains, suspiciously.
CAMERA MOVES TOWARDS the window and we see Moe and BB
moving the 35mm camera around on a tripod. We can
faintly hear their talk.
23 CONTINUED: 23
I think this is a better position...
the light is hitting it, which is
accentuating the effect we're
going for. It's very good...
(in a creative pose)
This shows the flaws in the
24 EXT. WOODEN FRAMED HOUSE - DAY 24
BB and Moe at the camera and tripod.
(under his breath,
She's at the window.
(in a loud voice)
This is going to be terrific in
Terrific in Life Magazine!
(under his breath)
Come on outside, honey.
(in loud voice)
This should be our single biggest
issue of Life Magazine.
We see the Housewife coming out of her front door.
The Housewife approaches BB and Moe suspiciously.
Excuse me. What are you doing?
24 CONTINUED: 24
Oh, I hope we're not disturbing
you, ma'am. We're with Life
Magazine... we'll be out of here
in just a minute.
(still looking through
camera; to Moe)
Move the tripod another foot...
Moe moves the tripod.
What do you mean, Life Magazine?
Two minutes, ma'am, and we'll be
out of here. We just need the
picture for Life Magazine, and
we'll be out of here.
Life Magazine? I don't understand.
It's very simple. Ya know, we're
doing this layout about the
benefits of aluminum siding -- a
'before' and 'after' kind of
A 'before' picture?
So they see your house, and another
one done with aluminum siding...
the other house looking so much
In Life Magazine?
It's a special issue on home
improvements and ways to beautify
24 CONTINUED: (2) 24
A wonderful issue... it's one of
the finest pictorial things we've
done here at Life... the ways you
can improve your house.
(he adjusts the
We're gonna be out of here in no
It's gonna look very good, BB.
My house is going to be the 'before'?
Can't mine be like the 'after'?
No, no... we've got a house that
looked like yours and it's been
done in aluminum... it's very
Yeah... really shows the contrast
of what a house can look like.
What does it cost?
What? The aluminum siding? Oh...
I don't know the figures offhand.
Do you have any idea, Moe?
I think it's fairly reasonable.
Could my house be the 'after' in
Life Magazine and you get another
house for the 'before.'
You mean have your house as the
'after' and find another house
that looks like your house for
Is it possible?
24 CONTINUED: (3) 24
What do ya think, Moe? Would
that be ethical?
Well, we didn't sign any agreement
with the 'after' house. We'd have
to move very quickly, ma'am... you
know what I mean?
You'd have to work out an
arrangement with an aluminum
siding company and they'd have
to do the job very quickly for
us to make our deadline...
we've got a deadline, that's the
BB, what do you think? Can we
slide the deadline, or what? Six
or seven days?
Pressing it. Do you think we
could manage it, Moe?
It's pushing it, BB.
What time would your husband be
home, 'cos he'd have to go over
the figures with the salesman...
that's if there's a salesman
available this evening.
He'll be home at seven.
We might be able to work it.
That would be wonderful.
25 INT. WOODEN FRAMED HOUSE - NIGHT 25
BB and Moe are sitting on a sofa sipping coffee, looking
as if they were members of the family. The Housewife and
her HUSBAND are sitting across the dining room table from
Carly. Carly is going through papers, adding up figures.
Okay... we've got a total of
thirty-seven hundred dollars.
Thirty-seven hundred dollars?
Honey, we're gonna be in Life
ANGLE ON MOE AND BB ON SOFA
Moe, did you call the office
and make sure we can hold up the
issue until this job is completed?
This house really could be a
Thirty-seven hundred dollars!
I tell you what... I've got
an idea. Do you mind my guys
working on a Saturday? 'Cos if
my crew can work on Saturday
next, that'll free my guys up
on Monday. Yeah, that'll really
help me out on another job.
Anyway, if we can do that, I
think I'll be able to knock off
three hundred and fifty dollars
from the job. You see, I've
got an overlapping situation on
Monday... I don't want to go
into it. What do ya think?
We got a deal?
26 INT. HOUSE #1 - MONTAGE - ANGLE ON LOONEY 26
What are the benefits of
aluminum siding? One: you
never have to paint.
27 INT. HOUSE #2 - MONTAGE - ANGLE ON CHEESE 27
... You have much greater
28 INT. HOUSE #3 - MONTAGE - ANGLE ON MOUSE 28
... It cuts down on your heating
29 INT. HOUSE #4 - MONTAGE - ANGLE ON GIL 29
So what we've got is efficiency
and the beautification of your
30 INT. HOUSE - NIGHT 30
Tilley is packing up his sample case. A middle-aged
HUSBAND and wife sit on a couch across from him.
No, I'm sorry, Mr. Tilley, I
just can't afford it.
We haven't even got to discussing
terms. There are so many friendly
financial arrangements that would
hardly be a bite into your weekly
30 CONTINUED: 30
No... not this time.
Well, as I said, you can always
reach me... you've got my card,
and when the time comes, let's
The Husband and wife stand to show Tilley to the door.
Hey, give my best to your little
son... wonderful kid there. What's
his name again, Ronnie?
Randy, right. Well, good night.
31 INT. CADILLAC - NIGHT 31
Sam is singing to the RADIO. Tilley opens the back door
and throws his sample case inside. He gets in the
driver's seat and slams the car door angrily.
I thought I had 'em... I was this
He demonstrates with his fingers.
The amount of time you spent there,
I thought you were ready to send
for me to close it up.
Damn! I thought I had 'em.
Tilley STARTS the CAR and pulls out.
32 INT. PIMLICO HOTEL - BAR/RESTAURANT - NIGHT 32
This is a piano bar with an intimate restaurant at one
end. The PIANIST is playing "The Girl From Ipanema."
32 CONTINUED: 32
'Tall and tan and young and lovely,
the girl from Ipanema goes walking,
and when she passes each one she
passes goes... "Ah!"'
The last word of the verse -- "Ah" -- has great emphasis
put on it and is lengthened considerably. The people
sitting around the piano all join the pianist and say
"Ah" in unison. CAMERA MOVES OVER TO a table where Mouse,
Sam, Tilley, Gil and a few other tin men set. WING, the
head of Gibraltar Aluminum, a tall, strong, imposing
figure, holds court. The table is filled with papers,
folders, etc., as if Wing's office desk had been trans-
ported to the bar. He's reviewing a paper from a job
that Mouse has done.
Forty-six hundred dollars. This
looks like a sound deal. They
own their own house... we won't
have any problem getting the
financing for them. Real good,
He picks up his check book ledger and writes out a check.
So, that's one thousand, one
hundred and thirty-eight dollars.
Finishes writing check and hands it to Mouse.
Thanks, boss. Pleasure doing
business with ya.
Mouse takes the check and pockets it. Wing turns to
Tilley and Sam.
Now, what's your guys' story?
Nothing again... came up short.
Let me get a little advance...
three hundred, just to carry me
for a bit.
Tilley, I'm already carrying you
for, what is it -- twenty-three
hundred? Something like that?
32 CONTINUED: (2) 32
No problem... just in a little
Don't try to go walking on me.
What do you mean, walking? You
think I'm gonna work somewhere
else... you've been very good
to me... very honorable.
He's always said that about you,
Wing. Always said that about you...
I'll give you hundred and fifty.
Wing, I need a bit more than that...
I got expenses.
What's wrong with your wife? She
Yeah, but how much is she gonna
make working at the Social Security
Wing writes out a check and gives it to Tilley.
Come on, Wing, can't you do better
than this... a man in my position
in terms of this firm... I dunno...
All right, I'll give you two
Wing changes amount of check and hands it to Tilley.
Honey, can you get me some
Marlboros and a 7 and 7?
32 CONTINUED: (3) 32
And some scotch, straight up.
Tilley pockets the check.
Now listen, guys, we got a problem
Did she hear me say scotch
My sources tell me this Home
Improvement Commission is for real...
it's no jackpot. These guys are
going to be a real pain in the ass,
so any of the scams that you guys
are pulling, they get wind of it,
they take your license and it's
goodbye to this business.
They take away your license? They
take away your livelihood? What
kind of people are these?
They have no respect for the
Which scams are they talking about?
They got a list?
Any irregularities, you know,
selling a house on the pretense
that it's a model house and
every job sold in the area they
get a kickback... the Life
Magazine hustle... you guys know
all the bullshit numbers we can
Jesus! What a pain in the ass.
Do you think this commission's
gonna stick around or is it gone
with the wind?
32 CONTINUED: (4) 32
They take your license?
33 EXT. STREET - NIGHT 33
BB's Cadillac moves along the street.
34 INT. CADILLAC - NIGHT 34
BB and Moe are in the car driving along.
I wouldn't mind seeing Africa
Not me. I don't want to go
where they've got snakes.
They've got snakes?
I've heard they've got snakes
that'll outrun a horse through
the grass. They got a snake
that bites you... you got eleven
seconds to live. No thank you.
I don't want to spend my good
money to visit with that kind
of jeopardy. I'd like to go to
a place where... hold it!
He hits the brakes suddenly.
BB backs his car halfway up the street. He stops in the
driveway of the Pimlico Hotel parking lot.
The guy who ran into me...
that's his car.
He puts the car into park and opens the car door.
34 CONTINUED: 35
I'll be back, Moe. I'm gonna
even the score.
He gets out of the car, quickly walks over to Tilley's
Cadillac, and with a swift kick, he kicks the headlight
that isn't already broken.
35 INT. ENTRANCE LOBBY TO PIMLICO HOTEL - NIGHT 35
Tilley, Sam, Mouse and Gil are about to leave the hotel.
They're putting their coats on just inside the closed
door. Tilley is halfway into his coat.
Give me eight points I take the
Knicks over the Lakers for 20.
It's too big a spread.
We hear the sound of BREAKING GLASS. Tilley responds to
the sound. He looks out of the glass doors and sees BB
kicking in the headlight of his car. BB runs back
towards his car.
It's that fucking lunatic again.
He races out of the door of the hotel towards BB's car
which pulls away and speeds down the street. Several
of the tin men run after Tilley. He stands in the street
watching the car disappear.
after the car)
Can you believe this guy? Is
he sane or what?
Isn't that something?
What's he got, a gnat up his ass?
What the hell's wrong with the
Don't you recognize him from the
35 CONTINUED: 35
I don't know the guy!
I'll never forget his Marengay.
I'll tell you something, if Mr.
Marengay wants to play... we'll
36 EXT. STREET - PROFILE SHOT - NIGHT 36
of the porches of one row house on top of another.
37 INT. PORCH OF HOUSE - NIGHT 37
Tilley is letting himself into his house. He goes into
the kitchen where Nora is sitting, drinking a cup of
coffee and working on a crossword puzzle. He takes off
his coat and throws it on a chair.
(without looking up
from the crossword
Look at you, quarter to three and
home already. What happened?
You and the fellas run out of
things to talk about?
Please! I'm out there working
myself to the bone, trying to make
He goes over to the refrigerator and gets himself some
What's a five letter word for a
Portuguese overseas province?
M-A-C-A-O... that fits.
37 CONTINUED: 37
What're you doing up so late?
We're off tomorrow.
I think this place may be a little
too large for us.
What are you talking about... this
It's got a lot of overhead to it.
What do you do... spend your time
in the bedroom and the kitchen,
that's all. So why do you need a
living room and a dining room.
He walks over to the back door and looks out.
Why do ya need a back yard?
You're not selling anything?
I'm in a slump.
Last year I'm number three top
seller... year before, right up
there. I can't get my momentum
going this year.
Well, you will. You always do.
I'm not sure I like the idea of
all this overhead breathing down
my neck. When you have a place
like this, that's a lot of
37 CONTINUED: (2) 37
What are you talking about? The
monthly payments on your Cadillac
are more than this whole house.
Why don't you get yourself
something cheaper, like a Chevy?
It doesn't instill confidence in
my clients. Cadillac means that
you're dealing with someone of
I thought I had a couple tonight...
they just slipped away... slipped
I'm gonna take a bath -- my neck's
been tight since this morning.
I'll turn out the lights.
Nora gets up and puts the cups in the sink -- gives a
38 INT. TILLEY'S HOUSE - BATHROOM - NIGHT 38
Tilley is in the tub, lathering himself. Nora enters
and sits on the side of the tub.
You know, Tilley, we hardly ever
do things together.
Do things together that are
What would we do together for
it to be enjoyable?
If we went on a picnic... it
would be fun.
38 CONTINUED: 38
I don't understand a picnic...
we just go some place... we put
a thing on the ground, and we
Yes... it's nice to do that.
Why? I don't get it. It's better
sitting at home and watching TV.
I think there's something nice
about a picnic... it's fun.
What's fun about it? Ants get
into the food... there's bees.
I don't get it. We have to drive,
it takes maybe an hour to get
there, then you sit in grass and
eat. Why is that fun?
I just thought it might be nice
to do something together, that's
all... thought it might be fun.
It doesn't sound like fun to me...
you take the stuff you've got here
in the house, you take it someplace
to eat it. It's just as much fun
eating in front of the TV, and
we do that together, don't we? No
ants and no bees... much more
It's not the same thing.
Scrub my back, will ya, Nora.
Nora picks up the back brush, puts soap on it and starts
scrubbing Tilley's back.
38 CONTINUED: (2) 38
Not too hard!
Don't get me wrong, I'm willing
to do anything with you. I'm
just a little stymied by a
picnic. If you want to go, send
me a postcard.
Nora drops the brush in the tub and walks out of the
What did I say?
39 EXT. INDUSTRIAL PARK - DAY 39
We see Tilley's Cadillac cruising the streets, obviously
looking for someone.
40 INT. TILLEY'S CADILLAC - DAY 40
Tilley is driving with Gil in the passenger seat.
I think you make a left here.
Tilley turns the car.
Yeah... there it is... that's the
place... Superior Aluminum...
that's it over there.
As Tilley pulls up we see BB's car parked outside of the
Okay, Mr. Marengay... here I come.
He reaches into the backseat of the car and takes out a
Hey, Tilley, don't go too wild...
40 CONTINUED: 40
I'll show the son of a bitch.
He gets out of the car, crosses to BB's Cadillac, and
smashes in the windshield and all of the windows of the
(as he smashes,
He'll get a lot of air... won't
be too stuffy in this car when I'm
(calling from Tilley's
Quick, Tilley... let's get out
Tilley runs back to his car and drives away.
41 INT. SUPERIOR ALUMINUM SIDING OFFICE - TIGHT SHOT - DAY 41
Of a map of a 15 block area of Baltimore. Colored pins
are in place indicating various homes that have been
provided with aluminum siding. Another pin goes into
That was a good sale, Double B.
Just got a call on a loan...
we're in business.
We see BAGEL. He's a little guy with a black Fedora and
baggy pants held up with suspenders. BB stands with him.
This whole section has been very
fertile for us.
41 CONTINUED: 41
Moe, Looney and Carly are talking to STANLEY FRANKS, a
young guy in his early 20's. He is dressed in the "Ivy
League" look of the times.
Sure you wanna get into the tin
Money's good, I understand.
Lot of crazy people you're gonna
run into when you're knocking on
those doors. Hermits that don't
see the outside world, Jehovah's
Witnesses that try and sell you
the Bible at the same time you're
trying to sell them tin. People
that are just lonely and want to
Every time you step in that door,
you've got to be fast on your feet.
What's the best way to qualify
How do you know if you can get the
upper hand? How do you know if
you're dealing with a guy who's in
an inferior position to you, or
superior position? How do you
Moe puts Stanley on the defensive.
You just have to talk and feel
41 CONTINUED: (2) 41
Quick way... get a book of
matches out of your pocket to
light your cigarette... you drop
the matches on the floor.
Guy bends down to pick up the
matches for you, you got a mark...
you got this guy in your pocket.
If he looks to you to pick it up,
you've got a long, hard, tough
sell on your hands.
BB walks over to the guys, having just poured himself
You want to get in good with these
people... you want to win their
confidence? Good thing to try...
get a five dollar bill, take it
out when the guy's not looking,
drop it on the ground. Guy looks
back, pick it up, hand it to him
and say, 'Mr. Blah blah, you
musta dropped this five dollar
bill on the ground.' Two things
happen... he says, 'It's not
mine,' you say, 'Musta been, 'cos
it's certainly not mine,' or the
guy takes it. Right away this
guy is thinking you must be one
hell of a nice guy... you're in.
You start chipping away... you
start getting inside those people.
Stanley is quite taken by their information. BB puts
his cup down and grabs his coat.
Come on, Moe, let's split.
Yeah, we'd better go, too. Come
(to Carly who is
Me and Stanley. It's like a first
42 EXT. SUPERIOR ALUMINUM SIDING BUILDING - DAY 42
BB and Moe approach BB's Cadillac. He sees that all the
windows have been smashed in. Moe looks to BB. Looney
walks up from behind.
What? You got a special bargain
when you bought this car? They
come cheaper without windows?
BB reaches into the car and picks up a handful of broken
glass. He tosses it up and down in his hands.
This guy's looking to play tit
for tat. That's not my game.
I'm gonna play hardball.
BB throws the glass down on the ground.
(to Looney, quietly)
What's going on?
Looney just nods for them to go, and they start to walk
over to Looney's Cadillac.
I'm gonna find out everything
about this son of a bitch, and
then I'm gonna find the one thing
that cuts him to the quick.
Let's go inside... make some
BB nods and they start back inside.
43 INT. POOL HALL - TIGHT SHOT 43
of a pool ball ricocheting off an eight ball. The eight
ball drops into the pocket. Tilley throws down his pool
stick. We see his partner is Mouse. Gil sits in a chair
against a wall.
Damn it! Damn it! I can't believe
it... I can't believe I did that.
43 CONTINUED: 43
Well, then, believe it. There's
no sense not to believe it,
because you did it... so believe
it. That's twenty more... you
owe me sixty.
You think I can't add?
He goes to rack to re-set. Mouse goes over and puts a
nickel in the juke box. A RECORD slips into position,
and Harry Belafonte's "Banana Boat Song" begins. Mouse,
in unison with the record, sings, and is totally caught
up in the song.
'Dayo!... da, da, da, da, day.
Daylight come and he wanna go
He sings very loudly, especially on the chorus.
Oh, this is going to be good.
'Dayo!... da, da, da, da, da, da,
(he hits his pool cue
on the ground for
'Daylight come and he wanna go
44 INT. ROOM OFF MAIN POOL HALL 44
Sam is going through some papers on a desk, and comes
across an IRS letter addressed to Tilley. He notices
that it hasn't been opened. He looks at the postdate
mark -- it's five weeks old, dated January 3, 1963.
We can hear the "BANANA BOAT SONG" through the door, with
MOUSE SCREECHING along with it. Sam takes the letter and
goes through the door to the pool hall.
45 INT. POOL HALL 45
He approaches Tilley who's just finished racking the
He nods for Tilley to go over to him. They start to
walk together through the darkened areas of the Pool
Found this on your desk while I
was going over some papers.
He hands the letter to Tilley.
From the IRS. I never even
remember seeing it. I must have
left it with my other bills. I
wonder what it is?
Maybe it's a refund check.
Tilley opens the envelope and looks at the document.
Hum... says here that they haven't
received my 1962 taxes. They seem
to be saying that they didn't
get my check for four thousand
What? It must be a clerical
I can't believe they spend all
that time and energy to write to
me... to single me out.
What are you talking about? You
didn't pay your taxes?
I probably forgot... people
forget their taxes all the time...
just slipped my mind... I got so
many things on my mind.
45 CONTINUED: 45
I figured they could wait a few
years... it's not like they need
my money to build a bomber. You
think they're waiting for my money
before they dig a new road? Are
they all sitting there saying,
'Well, it's time we went to see
that guy on Pimlico Road... can't
run this government without his
four thousand dollars.'
I figured they'd give me a little
leeway. I'm going to pay them...
I know I've got a debt... I just
need a little leeway.
You can't mess around with the
government. Why don't you go to
H & R Block, they'll take care
of your taxes for you.
You think I'm gonna let some
schmuck know all my business...
have some guy pull me over the
coals for spending on this and
that. I need some privacy.
Taxes is serious stuff, Tilley.
I can just see that schmuck in
that little tax shop telling
people my business... how much
I make... how much I spend...
All I can say, is you better get
a lawyer or somebody to look into
this, 'cos the IRS, they don't
Just what I need in my life right
now... I'm in a slump and I've
got the IRS on me. Like when
something goes wrong, it's like...
He throws his arms up in the air in exasperation.
46 EXT. NORA AND TILLEY'S HOUSE - DAY 46
We see Nora leaving her house, walking down the steps
and getting into her car. She STARTS the ENGINE and
pulls away. CAMERA HOLDS for a moment, and then INTO
FRAME comes Moe's car with BB sitting shotgun. They
47 INT. SMALL NEIGHBORHOOD SUPERMARKET - DAY 47
Nora enters. Ten seconds later, BB enters. He pulls a
shopping cart from the stall, and follows Nora.
ANGLE ON MOE
as he walks up to the front of the supermarket and looks
through the window.
ANGLE ON FROZEN FOOD SECTION
Nora is stopped with her cart and is deciding on vege-
tables. BB has a pile of frozen dinners in his arms.
Are these any good do ya know?
These TV dinners?
I don't think they're too good
for you, not a lot of 'em anyway.
She continues to choose her frozen foods. BB continues
talking to her.
My wife died.
Oh, I'm sorry to hear that.
I'm over it now, but it was a
very trying time... very trying...
I've only just started eating
47 CONTINUED: 47
You know what would be a lot more
healthy and satisfying is to get
yourself a chicken... just pop it
in the oven for a couple of hours
with a little bit of seasoning on
it. Makes a good meal, and you
can make sandwiches with the
But then you have to sit and watch
it cook. Something seems sad about
a man sitting alone in a house and
watching a chicken cook.
48 EXT. SUPERMARKET - DAY 48
Moe is looking through the window of the supermarket.
From his POV we see BB and Nora. BB says something and
Nora laughs. Then Nora says something and BB laughs,
holding her arm.
He's an amazing sort... he's got
49 EXT. STREET - ACROSS FROM SUPERMARKET - DAY 49
A man sits behind the wheel of a plain-looking Ford.
Stanley, the new tin man, pulls up in his car behind
him, gets out and walks to the other man's car. He
kneels down and talks to the driver of the car. There
seems to be a serious exchange but with the sound of
TRAFFIC and the cars passing THROUGH FRAME, we're un-
able to hear what is taking place. Stanley nods, taps
the side of the car, car drives off. Stanley goes back
to his car and drives off.
50 INT. MODEST HOUSE - DAY 50
Tilley is selling to a MAN and his WIFE. The Man wears
a seersucker suit and a bow tie -- he is a mousie little
man, and his Wife is the female equivalent.
50 CONTINUED: 50
Thank you, Mr. Tilley. I can't
believe it... this is the most
generous thing anyone's ever done
... Swell! Like a gift from
The Lord has certainly blessed
us this evening.
Well, what can I say... I'm a
modest person... I just do what
I can to help.
He opens the door for Tilley and Tilley walks out.
51 EXT. MODEST HOUSE - DAY 51
As the door closes behind Tilley, he goes to where
Sam's car is parked and gets in the passenger seat.
So, what's the scoop?
We got 'em!
He's very excited.
Take a look at this, Sam.
Tilley shows him the written contract. Written across
the front of the contract in big, bold, black letters
are the words: "THIS JOB IS FREE." Sam looks at Tilley.
Are you fucking crazy? You
just gave them forty-two hundred
dollars in aluminum siding free?!
51 CONTINUED: 51
This is the best scam I've ever
thought of in my whole life.
He kisses his hands with wild smacking sounds. He's
It's in my blood... I'm brilliant
... I'm fucking brilliant... this
is such a brilliant scam... I'm
What are you talking about?
Here it is... you go back in the
house and this is what you say...
52 INT. MODEST HOUSE - TIGHT SHOT ON SAM - DAY 52
Mr. Tilley is crazy... he had a
WIDEN to include Man and Wife from before.
He's been under a lot of pressure
recently... he snapped... he had
a nervous breakdown... it's the
saddest thing I've ever seen.
Let's be honest about it, nobody
gives away forty-two hundred
dollars' worth of aluminum siding
I thought it was very generous,
but sometimes the Lord moves in
52 CONTINUED: 52
Let me tell you something, when I
go and see his boss and show him
this contract, he's out of this
business... he'll lose his home
... his wife and kids will be
thrown out onto the street. He'll
probably spend some time in an
institution, so God knows what
will happen to his wife and kids.
Anyway, it's not your problem.
Why do they have to be thrown out
onto the street?
You don't expect his boss to pick
up the forty-two hundred job, do
Yeah, it's a bad state of affairs.
Let me ask you something, sir.
You don't think there's some way
you could work with me to try
and resolve this, do you?
Let's look at it this way, what
if I can sell you this job at a
wholesale price... kind of lessens
the burden. The big boss won't get
so angry, and maybe won't throw the
guy's wife and kids out... at least
they'll have a roof over their
What kind of wholesale price are
we talking about?
52 CONTINUED: (2) 52
You got a cup of coffee?
I'll get you a coffee... won't be
Let's just sit down and kick this
The Wife goes into the kitchen.
(calling to Wife)
No hurry, ma'am.
The Man turns to sit down, and as he does so, Sam throws
a $5 bill on the ground.
What you doing throwing your
He bends to pick up the $5 note.
I found a five-dollar bill, here
by the side of the chair.
53 INT. CORRAL CLUB - NIGHT 53
The place is crowded... jumping with activity. A local
band is playing on a tiny stage. BB's on the floor
dancing with a girl. He's doing some good moves, and
it's obvious that he's a real crowd pleaser. Sitting
at the bar are Looney, Stanley and Carly.
The buzzard had a great gimmick.
You know, when it came time to
measure a job, he'd cut the
yardstick and reglue it together
... he took out seven inches so
his square footage would always
be higher. That way he'd always
make a few extra bucks on the job.
53 CONTINUED: 53
Stanley laughs and looks at Carly.
Yeah... he'd always put his
hand over the break when he was
measuring. Nobody looks at a
yardstick to see how long it is.
I never did that... I never did
that... I was never very good in
arts and crafts. I could never
make the ruler come out right.
The song ends.
ANGLE ON BB
He pats his dancing partner on her rear, she walks back
to her table, and BB walks over to where Moe is sitting.
BB picks up his beer can, holds it up to Moe as if he's
going to make a toast.
Here's to Nora.
Moe smiles, picks up his can, they tap their cans, and
both take a swig of their beers.
ANGLE ON BAR
Stanley is really enjoying the stories Carly and Looney
What else? Give me another story
... these stories are great!
Just a minute... I've got one.
You know it's like the faster you
can start spiking a job, the guy
can't back out of the deal.
53 CONTINUED: (2) 53
Shoe had some customers that he
thought was fragile on coming for
the buy. He'd say to the guy
'here let me show you how bad a
shape your house is in,' and he'd
rip off a piece of wood, maybe
fifteen feet wide. The guy's
house looks like shit so it makes
it hard for him to back out of
the deal when half the side of
his house is missing. The Shoe's
a fucking wonder.
54 INT. SAM'S CAR - NIGHT 54
Sam is driving and Tilley is rubbing his hands together
Fantastic, Sam! A twenty-seven
hundred sale! 'This job is free'!
What a beaut! I'm out of the
slump! Tilley's riding high again
... Tilley's back! We ought to
go and celebrate. Let's go to
the Corral and have a drink...
we can turn the paperwork in a
Gil says that's where 'Marengay'
Gil keeps saying it... I've never
(laughing and hit-
ting the dashboard)
I'm riding high... twenty-seven
hundred dollars... 'this job is
free'... the man went insane...
lost control of himself... his
wife and children are out on the
Sometimes I'm brilliant... I'm
fucking brilliant... I can't
55 INT. CORRAL CLUB - ANGLE ON MOE AND BB - NIGHT 55
They're looking at the girls, sizing them up.
(pointing to a
See that one, if you were married
to that one two weeks you'd have
to put your head out of the window
for air... this one smothers.
(looking over to
That one is the kind that can't
live without you...
... 'Where were you? When will
you be home?'
I should get out of here. I told
my wife I'd be home early tonight.
Christ! It's not even one o'clock
How long you been married now?
What is it? Twelve... twelve
Holy God! Sixteen years? What
do you think? Is it worth it?
Why do you think?
It's hard to answer.
Seems better than if she wasn't
Quite a recommendation... can't
wait to do it.
55 CONTINUED: 55
ANGLE ON DOOR
Tilley and Sam come through the door and walk over to
Scotch straight up?
Scotch straight up and a rum
and Coke for me.
He looks around the room at the women.
Looks like there's good action
What do you expect, it's half
price night for divorced women.
The place is hopping.
ANGLE ON BB AND MOE
Look how much more complicated
things are now. There used to
be a time you met a girl, you
courted and then you got married
and lived happily ever after.
Now, see that one over there...
(he points to
girl at a table)
... that's Helen Armstrong...
maiden name used to be Tudor.
Get this, she dated Charlie
Rider when I was in high school,
seemed like they were together
forever. They broke up, she
started to go with Lenny
Mardigian, they got married,
she's Helen Mardigian. That
goes on two years... three years,
something like that.
55 CONTINUED: (2) 55
They divorce, dates Billy Small
for a couple of years, lives with
John Isaacs for a year, marries
Tommy Selnini... that marriage
goes in the toilet, but fast.
Now she's dating Charlie Rider
who was divorced by Evelyn Chartoff
who used to be Evelyn Gage before
(beat; he looks at
Moe and laughs)
So much for relationships.
ANGLE ON SAM AND TILLEY AT BAR
I'm beginning to believe in God.
You were never one of those
atheists, were you?
No, I'm not saying that, but I'm
beginning to give God more thought.
So, what did you do? Have some
kind of religious experience?
I tell ya... I took my wife for
lunch yesterday... we went and
had some smorgasbord, and it
kind of happened.
You found God at the smorgasbord?
Sam, people have religious
experiences like on a lake or
when they go up into the mountains,
that kind of thing.
Maybe... but I had mine in a
55 CONTINUED: (3) 55
Sam, you're too much.
I went to get myself a salad
and I started to see all these
vegetables, you know how they
have all those salads laid out
so that when it's time to get to
the main course you won't eat too
much... that scam to get you
filled up so you don't eat too
much chicken and beef and all
that other stuff.
Yeah, yeah... I get the point.
So I see celery, I see the lettuce,
tomatoes, cauliflower... and I
think, all these things come out
of the ground... they just grow
out of the ground. They had corn
-- out of the ground... radish --
out of the ground. You say to
yourself, how can all these things
come out of the ground? You know
what I'm talking about? All these
things are out of the ground.
I mean, how can that be? It just
happened that way? And I'm not
even getting into the fruits...
I'm just dealing with vegetables
right now. With all those things
coming out of the earth, there
must be a God.
(looking at Sam)
I'm not getting the same religious
effect that came over you. I
don't know why, but I don't feel
like running to a church to pray
right this second.
55 CONTINUED: (4) 55
You gotta admit, it's amazing.
(he turns away
and looks across
I don't believe it. See the guy
He looks in the direction of BB.
That's the son of a bitch who
crsahed into my car.
Sam looks over to BB.
ANGLE ON BB AND MOE
BB's looking through the crowd and sees Tilley.
I don't believe it! Mr. Banana
Head is here.
That crazy guy that banged into
my car and smashed my windows in.
I don't fucking believe it! I'm
gonna get him.
ANGLE ON TILLEY
I'm gonna get him!
Both BB and Tilley weave their way through the crowd to
get to one another. In the confusion of all the people,
they both go right past one another and then look around
for one another. They see that they're in the opposite
direction, and end up going towards one another again.
Moe and Sam wander over to their guys.
55 CONTINUED: (5) 55
You got a lot of nerve banging
into my car, and you've got a
lot of fucking nerve smashing
my windows in.
What're you talking about? Why
would I want to break your
You didn't smash my windows in?
I'm a hard-working guy... I
don't go around breaking windows.
I've got better things to do.
You didn't break my windows?!
You didn't break my windows?!
He pushes Tilley.
Push me one more time and I'm
gonna have to redefine your face.
BB pushes him. Tilley starts to go for BB and they
scuffle about. Moe and Sam try to pull the guys apart.
ANGLE ON LOONEY AND CARLY
They move through the crowd to BB and Moe. The band
keeps playing. Moe and Sam, with the help of Looney
and Carly, pull Tilley and BB apart.
Come on, let's go outside... let's
settle this in the parking lot.
Oh, no! You're not gonna get
near my car... you're not gonna
kick in my headlights again...
... What am I talking about? I
didn't even drive tonight. You
wanna duke it? Let's go.
They both head out the door. The other tin men follow,
and others who have been paying attention to this alter-
cation, also follow.
56 EXT. PARKING LOT - NIGHT 56
Tilley and BB come out of the club and start to look for
a place in the lot where there's some room to fight. The
crowd eagerly follows right on the heels of BB and Tilley.
BB and Tilley both take off their sports jackets.
(seeing the people
What is this? What is this crowd
here? We're charging admission?
Back away... give me some elbow
BB and Tilley both take up fighting stances and circle
one another looking to take a shot. A police car pulls
into the lot. The sound of the tires on the gravel
catches Moe's attention and he sees it's the police.
(quietly to BB
Tilley and BB immediately drop their guards and lean
against a car. One cop gets out of the police car and
heads into the club, the other cop stays behind in the
car. No one knows quite what to do since the policeman
is so nearby.
against the car;
You're a lucky man... the police
We'll see who's the lucky one.
He picks up his coat and leaves with Moe.
57 INT. SOCIAL SECURITY OFFICE - TIGHT SHOT OF LARGE CAKE 57
with lit candles on it. The cake reads "FAREWELL ADA."
ANGLE ON CAKE
as it passes row upon row of SECRETARIES typing in the
Social Security office.
57 CONTINUED: 57
All of a sudden everything goes black, the typewriters
stop and all we can see are the lit candles. We hear
a huge chorus from all of the Secretaries in the
Social Security office:
Lights go on again, and we see a group of GIRLS gathered
around the cake placed on one of the desks. At the
center of the group is ADA, in her late twenties, and
I never expected this. What a
Blow out the candles then.
Ada blows out the candles, missing a couple, and getting
help from one of the other Girls.
Nine candles for nine months!
We'll miss you, Ada... you'd
better bring that baby in to
Register him for his social
A couple of girls hand around glasses of Coca-Cola. Nora
stands in the midst of the girls, pleased for Ada. She
I love ya, Ada, and if you're
smart you won't come back.
The cake is being passed out, and people are talking --
it has become somewhat of a party atmosphere. Nora turns
to her friend, NELLIE.
I've just decided... I'm going
out with him.
57 CONTINUED: (2) 57
I have to. I just want to know
what it's like to be with someone
She sips her Coke.
Because if what I've got with
Tilley is as good as it gets, I
(she shrugs her
... I gotta know.
Well, how are you going to manage
Tilley doesn't get home until at
least two in the morning.
I hope you know what you're doing
... you speak to some guy at the
frozen food section for five
minutes, you could jeopardize
your whole marriage.
Everything I've done in my life
has been safe and practical, and
where's that gotten me?
(she lifts her paper
Well, here's to who knows what.
They touch their cups.
58 INT. BB'S APARTMENT - LIVING ROOM 58
This is a two-story apartment in a renovated building.
It has high ceilings and exposed brick. It is sparsely-
furnished, but what there is is decent-looking. We see
Nora and BB dancing closely in the shadows of the dark-
58 CONTINUED: 58
A Frank Sinatra record is playing on the RECORD PLAYER
in the b.g. -- it is "IN THE WEE SMALL HOURS OF THE
MORNING." A bottle of wine is on the coffee table.
The remains of Chinese food in containers are alongside.
I'm still nervous.
Well, I guess that's to be expected.
You want me to take you home?
No, not right now.
They dance quietly for a moment.
Every time I listen to Sinatra, I
always remember when I used to
work in Atlantic City back in the
late 40's... you know, a busboy
job... Sinatra used to play at the
500 Club, and we used to take our
dates and say, 'Hey, you wanna
go and hear Sinatra?' Then we'd
just lean on the door of the club
in the alley and listen to the
music. I think the girls were
looking for something a bit more
I'd go with you and lean against
They dance for a bit and look at one another. He leans
toward her, holds her tight and kisses her. Then the
RECORD STICKS on the words "that's the time"... "that's
the time"... "that's the time"... BB slips off one of his
loafers, while still embracing Nora, kicks it so that it
hits the side of the record table. The RECORD SLIPS
a little and continues to play correctly.
(she looks at BB)
You've got a pretty good aim.
I sure do.
59 INT. BB'S APARTMENT - BEDROOM - NIGHT 59
Nora is sleeping in the bed, BB slips a robe on, looks
at her and then goes down the stairs to the living room.
He takes a piece of paper out of his jacket pocket on
the back of a chair, and dials a number on the telephone.
60 INT. PIMLICO HOTEL - BAR - NIGHT 60
TELEPHONE RINGS at the bar, the BARMAN picks it up.
Yeah, he's here... just a minute.
The Barman calls over to Tilley who we see sitting at a
table with some of the other tin men.
Hey, Tilley, somebody wants ya on
Tilley gets up from the table and goes over to the phone.
Yeah, this is Tilley...
61 INT. BB'S APARTMENT - BEDROOM 61
BB on phone.
Hey, asshole... here's the
ultimate 'fuck you'... I just
poked your wife!
62 INT. PIMLICO HOTEL - BAR 62
Tilley on phone.
What are you talking about?
63 INT. BB'S APARTMENT - BEDROOM 63
BB on phone.
She's in my bed right now with a
big smile on her face.
64 INT. PIMLICO HOTEL - BAR 64
Tilley on phone.
Well, that's just fine by me...
she's a pain in the ass... an
albatross around my neck. You're
welcome to her... keep her... and
may you both rot in hell!
Tilley slams the phone down.
65 INT. LIVING ROOM 65
BB puts the phone down -- looks puzzled.
Is this a setup? That son of a
bitch... I bet he set me up... I
thought I got him, and he got me.
That son of a bitch!
66 EXT. STREET - NIGHT 66
Tilley pulls up in his car in front of his house. He
runs up the front steps.
67 INT. TILLEY'S HOUSE 67
He opens the door, flips on the lights and looks around.
He races upstairs and starts rifling through the closet
and drawers, pulling out Nora's clothes -- her dresses,
skirts, blouses, and coats -- and he opens the window
wide and throws them out. He screams as he tosses
underwear and the rest of her clothes.
67 CONTINUED: 67
I'm a free man! I'm a free man!
He grabs Nora's shoes and throws them out onto the
street. Then he goes into the bathroom and piles all of
her toiletries in his arms, tosses them into a trash can.
Takes a suitcase from a shelf in the bedroom, opens it,
throws in the trash can. He clears out her underwear
drawers and empties them into the suitcase, closes the
suitcase and then throws that out of the window. He's
out of breath, exhausted and sweating. He goes down-
stairs into the kitchen to get himself a drink. He
sees a pair of Nora's slippers under the kitchen table,
he picks them up, opens the back door and tosses them
outside. Locks the door. He stands there as if a
motor is running inside of him. Walks out of the
68 EXT. TILLEY'S HOUSE 68
He exits the house, gets into his car and drives away.
69 INT. TILLEY'S CAR - NIGHT 69
Tilley is driving. The same Sinatra record "IN THE WEE
SMALL HOURS OF THE MORNING" is playing on the car RADIO.
Tilley does his now familiar neck exercises to relieve
tension. He's hard to read... a mixture of happiness
70 EXT. DINER - NIGHT 70
THROUGH the window of the diner we see Tilley sitting
alone at a table drinking a cup of coffee. The Sinatra
record "IN THE WEE SMALL HOURS OF THE MORNING" plays
71 EXT. STREET - NIGHT 71
Nora is getting out of her car in front of her house.
She starts to walk toward the house and stops as she
sees her clothing, shoes, etc. scattered all over the
lawn. She tries to take in the scene -- coats are lying
on hedges, underwear on the flower beds... she's shocked.
71 CONTINUED: 71
Oh, my God!
She just stands there and tears run down her face.
LONG WIDE SHOT
of Nora's BACK TO the CAMERA, with all her possessions
strewn over the front garden of her house.
72 EXT. BB'S FRONT DOOR - NIGHT 72
Nora is standing at the door with her suitcase in hand.
BB is at the door.
He must have gone crazy... I
don't know what happened to him...
he must have found out I was with
you... I don't know... I don't know
what to do.
She starts to cry. She goes to hug BB.
Can I stay with you for a day or
BB puts his arms around Nora.
73 INT. POOL HALL - LONG SHOT - DAY 73
of a nearly empty pool hall. One guy plays alone in
the far corner of the room. Tilley comes down the
stairs of the pool hall and starts to walk toward the
back rooms -- CAMERA FOLLOWS him. He opens the door
and goes through.
74 INT. GIBRALTAR ALUMINUM SIDING COMPANY 74
CAMERA CONTINUES TO FOLLOW him INTO the offices of
Gibraltar Aluminum Siding Company.
74 CONTINUED: 74
We PASS BY THREE GIRLS on telephones -- they are solicit-
ing jobs for the salesmen. CAMERA GOES FROM one Girl TO
Hello, this is Gibraltar Aluminum
Siding Company, we're taking a
... Would you be interested in
our field representative giving you
a home demonstration?
... Home demonstration. We will
have some factory representatives
in your area today as it happens.
A voice calls out.
Tilley! Let me see you.
Tilley walks over to the coffee machine.
Wing, give me a minute to get
a cup of coffee here.
Tilley passes Sam on the way to the coffee machine. Sam
is looking through the sports page of the newspaper,
along with Mouse and Gil.
What about 'Super Highway' in the
seventh... it's paying 7 to 1.
Ran well in its last race.
Gil looking at the newspaper.
Four in the fourth... twenty bucks.
I don't know... it just came to
me -- number four in the fourth.
74 CONTINUED: (2) 74
(looking at Tilley)
Number four in the fourth -- 'Rider's
Revenge' -- 60 to 1, never been in
the money. Nice pick, Tilley.
Why don't you just throw the
twenty dollars in the trash can
'Rider's Revenge'... I like that
name. I've gotta go and see Wing.
(a little pissed off)
Look, we can be scientific from
now to doomsday, but we gotta be
gutsy and go for the big one.
Tilley goes through the door into Wing's office.
75 INT. WING'S OFFICE 75
His office is equally messy and thrown together as
everything else in the Gibraltar offices. As Tilley
closes the door, his coffee, which is filled to the top
of his cup, spills over the top and starts to burn his
He jumps back, and puts his coffee down on a desk, and
wipes his hand on the back of his jacket.
What's up, Wing?
Wing is sitting at his desk which is cluttered with
You lost a sale, Tilley. The
Hudsons' loan didn't go through.
What do ya mean? They wouldn't
clear the loan?
75 CONTINUED: 75
This Mr. Hudson's some guy. He's
got three outstanding shoplifting
charges, failure to pay child
support from a previous marriage
... guy's overdue on his mortgage,
overdue on his car loan, and he
was fired from his last job for
misappropriation of funds.
What's wrong with this world?
There are sick people out there!
Thievin' son of a bitch like that
takes up my time... cuts into
the amount of hours I have
available to deal with other
people interested in my wares!
There's no fucking sympathy for
the working man in this country.
They don't make our job easy,
Wing, it was such a beautiful
thing... you shoulda seen how I
worked. Like a magician... 'this
job is free'! It was my best...
my best! There's no fucking
justice in this world... there
ain't no justice.
Tilley goes to pick up his coffee off the desk.
Did you see the paper?
Take a look at this.
He hands the newspaper to Tilley.
'Home Improvement Commission...
Hearings begin today..." Is this
McCarthyism? What are they gonna
see? If there are any communists?
75 CONTINUED: (2) 75
Just cool down the scams, okay,
Tilley shrugs his shoulders.
76 INT. CONVERTED TOBACCO WAREHOUSE - DAY 76
An area has been set up for hearings to take place. This
seems to be a temporary headquarters until something sub-
stantial can be worked out. There are boxes and crates
all over. There's a long table with a number of commis-
sioners behind it, and a defense table a little way
across the room. MICROPHONES are being used, and the
sound BOOMS -- ECHOING off the walls. A small gallery of
people are watching the proceedings.
ANGLE ON JOHN MASTERS
who is presiding over the hearings. Even though he wears
a tie and a vest, he is nonetheless very sloppily dressed.
To his left and right are two other home improvement
Now, when you made your initial
sales pitch, did you indicate
that you would be giving free
storm windows with the job?
ANGLE ON MURRAY BANKS
A typical aluminum sidings salesman, in his early 40's.
He leans into the microphone.
Free storm windows?
Yes. That you would provide a
free set of storm windows with
the sale of aluminum siding.
No, sir. I wouldn't be able to
make any money if I was giving
away storm windows. My cost of a
storm window is somewhere like...
76 CONTINUED: 76
(cutting him off)
The point being that you had no
intention of giving away the storm
ANGLE ON BB AND MOE
Standing by the door at the back of the warehouse.
The storm windows, as I can recall,
was not an issue. I mentioned
that I thought the storm windows
would cut down on their heating
bill, and that they would obviously
enhance the look of the house with
the aluminum siding work we were
going to do.
So, you weren't dangling a free
set of storm windows as a come-on
to selling them the aluminum siding
job? Because it says here, and
I'm reading from a statement from
What do ya make of all this?
It's the future, Moe... it's the
'It was my understanding that the
storm windows were included in the
price of the sale.'
77 EXT. TOBACCO WAREHOUSE - DAY 77
Moe and BB are walking away from the warehouse toward
BB's car... AWAY FROM CAMERA.
Where do you think they're getting
this information from?
77 CONTINUED: 77
I dunno... looks like any tin man
gets in that hot seat, then he's
Then they can take your license
forever... it don't seem fair.
They walk by a Volkswagen "beetle" car that's parked in
front of BB's Cadillac. BB stops and looks at it.
Boy, I tell ya, I bet you could
sell a ton of these things.
That? Too silly-looking.
BB looks at the car for a few more seconds, then goes
to get into his car.
Ever see a dealership?
They get in the car and drive off.
78 EXT. RACETRACK - ANGLE ON STARTING GATE - DAY 78
as it bolts open and the horses charge out.
79 INT. TURF CLUB AT RACE TRACK - ANGLE ON SAM AND TILLEY 79
Sitting at a table. Sam is studying the racing form,
Tilley is studying the menu.
79 CONTINUED: 79
I keep racking my brain. I gotta
find a way to really get even with
this guy. It isn't enough to
wreck his car... even breaking
into his house and messing it up
or something, that don't have
enough impact. I mean, the man
poked my wife! I gotta come up
with something ingenious...
Sam sees a WAITER approaching and indicates to Tilley to
get off the subject. Waiter arrives at their table.
So, what do ya think?
I think I'll take some meatloaf.
(writes on check)
No, I think I'll have some fish.
No, no... fish doesn't fill you
He closes the menu.
So, it's meatloaf?
What do you think, 'Sally's pride'
in the second?
Get me a Bloody Mary.
Anything other than the Bloody
What number is Sally's Pride?
79 CONTINUED: (2) 79
No, I don't like to eat until
the third race.
Waiter walks off.
(putting his hand
to his forehead)
Six... six... six... six.
I'm thinking one. Whose one?
Then that's it, I'm going with one.
Tilley, this is insane. You're
picking horses because you think
you're clairvoyant or something.
Sam, I'm not doing too well by
checking the stats, so why not.
I put my hand to my forehead, I
see a one -- Mr. Motor in the
second... twenty bucks.
They both look toward the track, the horses race to the
finish line. Number nine streaks across the finish line.
I got it... I got it...
He picks up the racing form.
Three to one... hundred and
Hand to the forehead! Hand to
79 CONTINUED: (3) 79
You're not exactly talking about
a long shot. Mr. Motor, for
instance, is coming off at
50 to 1.
Tilley taps his forehead, with his eyes closed.
Third race, I see a six... I see
a three. I don't think the
verdict's in on that one yet.
Tilley stands up and is going through his money and race
Wing paid a hundred on number five,
he loses, I got hundred and
forty... next race I'll lay down
What you taking in this race?
Thrifty's Delight -- number four --
You take Thrifty's Delight -- 20
bucks, I got 20 on Mr. Motor,
Wing's got a hundred on Night
Fire. What's the odds on Night
Twenty to one.
I don't see Night Fire winning.
Fuck it, I'm not gonna even
place the bet... I just made a
What are you, crazy? What happens
if he wins?
He's not gonna win... I feel it.
79 CONTINUED: (4) 79
Tilley heads towards the betting booths. Wing enters
near the booths, Tilley yells to him.
Hey, Wing, we're sitting just off
the left of the entrance. I'm
gonna lay down your bet right
now. See you in a minute. You
lost the first race, in case you
80 EXT. STREET - DAY 80
BB's Cadillac is moving along the street.
81 INT. BB'S CADILLAC - DAY 81
BB is behind the wheel, Moe is beside him in the
I tell you something, she's
getting on my nerves.
Yeah, yeah... who else is it
gonna be... 'who, Nora"!...
who else is there?
The whole idea of being with a
girl on consecutive nights is
new to me. It's one thing when
they're with you for a night,
but when they live with ya, it's
stretching the point. They got
a lot of things they bring with
them... you go to the bathroom
you see 'things' you never saw
So, what's the todo?
81 CONTINUED: 81
Well, they move your stuff around
and it's not where it used to
be... I'm not used to that.
You mean all this time you've
never lived with a girl?
What?! Did we just meet? How
long we been partners? No, I've
never lived with a girl!
Boy, oh boy! Did you wake up on
the wrong side of the bed today?
Yes, I did. I came in last night,
she was sleeping on my side of
the bed. In my life I never got
out of bed on the left side...
in my life, never from the left.
(beat; he looks
out of the car
I got close once up in the
Catskills. I met this girl,
Dorian. For a week we were
together, but it wasn't the
same because she always went to
her room to change and do all
that stuff. She didn't have
things in my room.
BB gives a big sigh.
All this 'cos I'm trying to get
even with some guy.
You know what? I think I got to
see her and put an end to this.
82 INT. SOCIAL SECURITY OFFICE - DAY 82
We see hundreds of secretaries typing away, and clerks
sitting at desks. BB walks into the office, peeking his
head around the corner, feeling a little uncomfortable.
He starts to walk around trying to find Nora out of all
the secretaries and clerks.
82 CONTINUED: 82
ANGLE ON NELLIE
Nora's friend. She looks up from the typewriter and sees
BB. In his thick overcoat, huddled up, he seems a little
lost, and it's obvious that he's looking for someone.
to Nora at the
Is that him?
(looks up and and
BB wandering around)
BB turns towards Nora. Nora waves to him, happily, with
a twinkle in her eye. BB feels conspicuous -- people
are looking at him. He gives a little wave.
83 INT. SOCIAL SECURITY OFFICE - COFFEE AREA 83
Nora gives BB a small kiss.
I'm glad you stopped by. This
is a real surprise.
Listen, I got a problem.
Oh. How can I help?
quite get the
Well, the problem is... like...
is like... eh, you know... you're
83 CONTINUED: 83
Really. How so?
There's things that are bothering
You know... things.
You know, like things that come
up... stuff... like... you know,
Hard to explain... very hard.
As an example... I came home
last night, I get undressed, and
I realize you're sleeping on my
side of the bed. I've always
slept on that side... it's
something I've always done.
Then why didn't you just nudge
me a bit and tell me to go and
sleep on the other side?
I didn't want to wake you up...
I thought you might think it was
kind of stupid or something.
Well, that's easily changed.
83 CONTINUED: (2) 83
But there are other things...
bigger things. But I realize
just talking about it, they all
sound petty and silly.
Listen, if you think all of this
is going too fast, maybe I should
move out. Is that what you want,
BB looks around, very uncomfortable, and he shrugs.
I really care for you, but if
you think it's best.
I don't want to make you unhappy.
After a long beat.
I don't think we've got to take
Thought I'd come by and get things
off my chest... talk it out.
Listen, I'm going over to Pimlico...
catch the seventh race... wanna
I can't get away from work.
He goes to walk away, then turns back and gives her a
quick kiss. He turns and walks away. Nora watches him
as he walks by the rows and rows of secretaries and
84 INT. TURF CLUB AT RACETRACK - CLOSEUP OF TILLEY - DAY 84
watching a race.
84 CONTINUED: 84
(very excited and
We're taking a thirty-to-one
shot... number eight... come on
number eight... 'Streamers...'
come on, you sucker!
85 EXT. RACETRACK - DAY 85
We see horse number eight in the lead, coming around the
86 EXT. GRANDSTANDS - DAY 86
Moe and BB are watching the race.
87 INT. TURF CLUB - ANGLE ON TILLEY, SAM AND WING - DAY 87
Tilley is still yelling for his horse, Sam and Wing
Thirty-to-one... a hundred bucks
on you, number eight. There's a guy
up here who put a hundred on ya.
Come on... come on... come on,
baby... come on, baby!
88 EXT. RACETRACK - FINISH LINE - DAY 88
Another horse -- number 14 -- races past the winning
89 INT. TURF CLUB - ANGLE ON SAM, TILLEY AND WING - DAY 89
89 CONTINUED: 89
I've got myself a winner.
Tilley turns to look at Wing. Sam turns towards Tilley
looking concerned. We see the totals flashed on the
board indicating that the winning horse pays $16.30.
90 EXT. GRANDSTAND - ANGLE ON MOE AND BB - DAY 90
Way to go... Southern Belle.
Moe tears up his ticket.
Should have bet with me, Moe.
91 INT. TURF CLUB - ANGLE ON WING, SAM AND TILLEY - DAY 91
That was your horse, Wing?
Yeah... Southern Belle. You
oughta know, you bet her for me.
Wing goes to look at form.
I'm gonna go with the favorite
in this one -- Fordnee Lane.
91 CONTINUED: 91
I tell you what, I won sixteen
plus on the other race, from
those winnings you can bet me
Yeah... I wanna bet eight hundred
on Fordnee Lane.
Fordnee lane -- eight hundred.
Sam is looking at Tilley knowing that he's really in a
(calling to Waiter)
Waiter, can you get me a cup of
Tilley looks over to Sam, with panic on his face. Wing
turns back to Tilley and Sam.
You guys want anything else?
Er... hum... er... hey, Wing...
I tell you, I got a problem.
What is it?
It's the eight hundred on Fordnee
Lane. I haven't got it.
No, you got it wrong. You take
it from the sixteen plus I won...
the eight hundred.
91 CONTINUED: (2) 91
I haven't got the winnings.
What do ya mean, you don't have
Wing, it was the craziest thing...
I didn't want to mention it earlier
because it was so nuts... it was
the craziest thing.
I don't know how to even tell you
this without being embarrassed for
myself. It was an accident...
it's like one of those things out
of the blue... it's crazy... you
can't explain it... it happens.
Sam, what is he talking about?
He had an accident of some sort.
It happens... I don't know how...
I don't know how to explain. It's
too crazy, I swear to God, Wing.
Wait a minute... you're telling
me that I didn't win the last race?
You won, Wing... you won, it's just
that you're not getting any money...
it was a fluke. I swear, I don't
know how it could have happened.
A ten-year-old couldn't have made
the mistake I made... I don't
know, I swear.
91 CONTINUED: (3) 91
What the fuck is he talking about?
If there was some way I could
make it up, believe me, I would,
because you know where I stand.
There's a beat while Wing just looks at Tilley.
You know where I stand, Wing. If
there was any way, believe me, I'd
make it up. I'd give you thirty
percent of what you didn't get
because it was a fluke... I'm
willing to make some kind of
You just pocketed the God damned
money... you just took my money
and slipped it into your God
damned pocket, didn't you?
No. I'd split fifty-fifty with
you, that's how badly I feel
under the circumstances.
You get this straight, you son
of a bitch, you owe me sixteen
plus... I want sixteen plus.
Am I trying to shirk my
responsibility? That's not the
way I see it... it was a fluke,
a crazy thing that happened, but
I stand behind my honor on this...
put it on my tab.
What the hell is wrong with him?
What the hell is wrong with him?
He's stealing money from me...
what the hell is wrong with him?
Can you tell me?
91 CONTINUED: (4) 91
I don't know the whole story.
You work with him, Sam... for
Wing is totally frustrated.
What do you mean, wrong? It was
a fluke... it was an accident.
I don't know what the hell went
wrong. It was a one-in-a-million
thing that happened to me when I
went to place that bet. I'm
trying to do what I can.
(shaking his head)
Tilley, what the hell happened
92 EXT. RACETRACK - LATE AFTERNOON 92
Tilley and Sam are leaving the racetrack and walking to
Why didn't you at least give him
the six hundred that you pocketed
from the six races he lost?
Fuck him! It's on my tab. At
least I've got six hundred in my
pocket right now. It's like
another loan. Sam, you got to
think about today. Today, I
got six hundred bucks in my
pocket. You know what I'm saying?
92 CONTINUED: 92
It's like some guy trying to sell
me life insurance. You think I'm
gonna take some money out of my
pocket to give to some jerk so
that somebody can take it when
I'm dead? No, Sam, you gotta
live for today. I'm gonna live
as good as I can every day. You
know what I'm saying?
As Sam and Tilley walk towards Tilley's Cadillac, BB and
Moe are walking to BB's Cadillac parked close to Tilley's
car. They see each other.
(yelling to BB)
Hey, Mr. Marengay went to the
Did you bother to bet, or did
you just hand your money to the
The sarcasm's killing me.
I thought you were looking to
Who's your accountant, mister,
'cos I think you're down in the
Who's stuck with my wife. You or
You want me to believe that you
were setting me up with your
wife as some kind of decoy?
Decoy is the word!
There's a long beat as the two guys eye one another.
Then, almost in a soft apologetic manner, BB speaks.
92 CONTINUED: (2) 92
Okay then, you win.
BB gets into his car.
That guy would never let me win.
He must be setting me up. The
son of a bitch is setting me up,
For crying out loud, why don't
you just leave it at that... you
I couldn't have won.
I smell a rat.
BB's car pulls away. Tilley and Sam watch him go.
93 INT. BB'S CADILLAC - DAY 93
BB's driving and Moe is in the passenger seat.
BB, I think you're getting a
little humility in your blood.
If getting Nora is part of losing,
Thank God I didn't win.
94 EXT. OLD TOBACCO WAREHOUSE - DAY 94
A temporary sign is posted on the door and a painter
is filling in the name -- "HOME IMPROVEMENT COMMISSION."
95 INT. TOBACCO WAREHOUSE - OFFICE - DAY 95
This is the office of the Home Improvement Commission.
Desks, chairs and filing cabinets are all over the place
(not yet organized) and boxes and cartons are stacked
against a wall. ANGLE ON John Masters walking with a
file under his arm. He walks across the half-empty
warehouse where workers are renovating the space. He
approaches a table where Stanley is seated with his
feet up, nursing a hot cup of coffee. Masters throws a
file down on the table.
This is good, Stan... nice work.
Fossey says it should go down
very well with the city council.
Could help us appropriate more
funds. This goes a long way
to establish our credibility in
what we're trying to do.
We hear a LOUD, SAWING noise and HAMMERING echoing
through the warehouse throughout this scene.
There's a lot more where this
You know what I think you should
do now. Why don't you pull some
files... some files that were
completed, others that went
unsold, and I'll have somebody
run it down, talk to the customers
and get some statements.
Pulling files is another thing.
That might not be easy.
To sneak a few here and there
when you can.
I think that might be good.
96 EXT. STREET - NIGHT 96
BB's Cadillac is parked in front of a house.
What do you think if we made this
one of our factory showcase houses?
It's a good location... get a
lot of traffic on this street.
97 INT. HOUSE - NIGHT 97
BB and Moe are selling to MR. and MRS. SHUBNER, a young
couple. The TELEVISION is ON in the background.
What does that mean, Mr. Gable?
You know what I do, Alan? I
pick certain houses that are
strategically located, we put
up the aluminum siding, and for
every referral, for every person
who sees this quality job that
we do... sees how beautiful it
is... I give you two hundred
Two hundred dollars?
That's right. God knows how many
homes we could sell by people
passing this house. It's
perfectly placed for that.
(taking out his
Alan, this is how confident I
feel that this house will drum
up business for me.
He peels off four hundred dollars and hands the money to
97 CONTINUED: 97
Four hundred dollars... I'm
giving you commission on two house
referrals before I put a panel on
the side of your house... that's
how confident I feel.
You think that many people are
I'm certain of it. I'm not giving
away four hundred dollars for my
health... I'm a businessman, and
I'm a good businessman. This is
good business for me. I'm giving
it away 'cos I believe in this
house, believe that it will refer
me to other jobs which means money
in my pocket, which means money in
You got a deal, Mr. Gable.
BB smiles. Suddenly Moe winces in pain.
Something wrong, sir?
Moe collapses to the floor.
98 INT. HOSPITAL CORRIDOR 98
Moe is being wheeled on a gurney by a couple of nursing
attendants. BB walks alongside.
I finally got hold of May... she
was over your sister's.
Oh, I forgot.
She'll be down here shortly.
98 CONTINUED: 98
BB, I don't have any insurance.
If I die, May's got nothing...
nothing... nothing for Leonard.
The only money I've got is in
my pocket. That's all I got.
Just take it easy, Moe... rest.
Did they sign? Did they sign?
Don't worry about it now.
Goddamn it, BB! Did you sign
Don't worry... don't worry. I'll
take care of it tomorrow.
Goddamn, my chest hurts.
I always taught you, BB, never
walk out of a place without a
signed contract. Somebody's
word ain't spit.
They'll sign, Moe. Don't worry,
They round the bend of the corridor.
99 INT. HOSPITAL HALLWAY 99
BB is on a public phone to Nora. We never see Nora, we
just hear her voice.
This is kind of new to me, but I
thought I better call and tell
you I'm gonna be late... maybe
two or three. I never had
anyone there to call before,
but I thought I should call,
99 CONTINUED: 99
Why? Do you think you have some
I dunno... I thought I'd better
call, that's all.
Well, I'm glad you did.
I don't know what's gonna happen
Well, I hope he's okay.
I'll see you when you get in.
She gives BB a kiss on the phone.
(looks at the
He hangs up the phone and walks to a room opposite. He
opens the door and stands in the doorway looking at Moe
who is lying beneath an oxygen tent.
100 INT. DINER - DAY 100
Tilley, Sam, Mouse and Gil are sitting in a booth having
just finished breakfast.
Let me see what the damage is.
(he reaches for the
bill, hums as he
Babum... babum... babum... babum...
He hands the bill to Mouse.
Mouse, figure it out, will ya?
Why don't we just split it five
100 CONTINUED: 100
No way! I didn't eat anything,
so why should I pay for Mouse...
he eats like an animal.
Well, sometimes you'll eat more
than he does, and it'll even out.
No way! He's a pig! He always
eats more than anyone else. Why
should I pay for his food?
What're you talking about?
Today I happened to have eggs and
flapjacks, some cantalope, some
juice and then another juice.
Like an animal! Like an animal!
But yesterday, what did I have?
What did he have?
(turning to Sam)
Sam, what did he have?
Let me get out my notebook. How
the fuck do I know what he had?
Well I don't remember what he
had. Gil, what did he have?
Through the diner window we see Nora's car pull up and
park outside the diner.
Then what did you have?
100 CONTINUED: (2) 100
What is this, a quiz show? We
don't know what you had. What
did you have?
I had very little.
Very little!! You eat like an
animal! It couldn't have been
I didn't have that much... doesn't
We don't remember, I don't know
I could have sworn he had pancakes.
He said he didn't have pancakes.
I'll give you a clue... maple
syrup was used.
I don't give a shit.
There's a KNOCK at the window of the diner.
French toast? He had more than
Yes, but not a lot more.
We hear further RAPPING on the window.
I don't give a damn... it's split
100 CONTINUED: (3) 100
Your wife's knocking on the
Tilley looks to the window, acknowledges Nora and points
to the far end of the diner, she nods and starts walking
across the front of the diner to the door.
101 INT. DINER - DAY 101
Nora and Tilley are sitting alone at a table drinking
Was not long ago you never would
have seen a woman in here.
You don't have to tell me. How
many nights did you drop me off
and come up here all the time?
I know. I was just trying to
be congenial... you know, start
a conversation off, on a nice
kind of light level, you know.
So, what's the scoop, Nora?
Well you know, I think we really
should get divorced.
Makes sense. You want some more
Yeah, I'll have some.
Florence, some coffee here.
It's for the best.
You know, we were kind of fooling
ourselves, weren't we?
101 CONTINUED: 101
Yes, it went wrong somewhere
along the line -- I don't know
Yes, something went wrong... I
Florence walks over and pours coffee for Tilley and Nora,
then walks away.
So you like this guy?
Yeah, I like him.
All in all I guess it'll all work
out for the best.
I'm glad you feel that way.
Yeah, can you figure it out? A
guy bangs into my car, thinks I
did him in, tries to get even with
me by stealing my wife, you two
people fall in love... can you
figure that out?
You telling me you didn't know
this was the guy?
This was that guy?
Yeah, I told you I ran into
another tin man.
He didn't tell me he was a tin
man... he told me he sold baby
101 CONTINUED: (2) 101
It's your life. All I know is
this guy has a bent weather vane.
Oh, God! Not another tin man.
102 INT. SUPERIOR ALUMINUM SIDING COMPANY OFFICE - DAY 102
We see and hear the Girls working the telephones, as
Good afternoon, this is Superior
Aluminum Siding. We're going to
... a salesman in your area
BB is sitting in a chair across from Looney.
Beeb, why don't you let Stanley
work with you. I'm off to Florida
at the end of the week for some
sun and fun. Let Stanley work
with you, and when I get back,
we'll see how Moe's doing.
I don't know. To be honest with
you, I think I'd rather work alone
... he's too green. Is he a pain
in the ass?
No. He don't talk much; he's a
good listener, so he can't really
get on your nerves. He's a lousy
pool player and he can't play
cards for shit, but...
So what good is he?
102 CONTINUED: 102
Studious type... takes a lot of
If this is a sales pitch, I think
you got to work a little harder
'cos I don't think you've got
103 EXT. INDUSTRIAL WAREHOUSE - ANGLE ON BB - DAY 103
As he comes out of the Superior Aluminum building and
walks towards his car. We see Nora driving her Chevy in
front of BB's car. She drives her car forward, and then
reverses it hard into BB's Cadillac. He runs over to
the driver's side of Nora's Chevy.
What are you, crazy?!
Nora drives the car forward and then backwards again
almost running BB down. She rolls down the window (auto-
matically) so that she can yell.
You're a goddamn tin man!
Then she backs the car up. BB tries to go around the
front of the car.
Wait a minute! Wait a minute!
Nora starts to move the car towards him. He moves away,
and her car smashes into the side of his car. She
presses the button to the window and rolls it down
just a shade.
You wanted to win me just to
get even with my husband...
She rolls up the window, floors the car, and drives
103 CONTINUED: 103
ANGLE ON LOONEY
as he walks out of the building. He sees BB's car all
I think you ought to get rid of
this car... it's bad luck.
Nora's CAR SCREECHES around the corner.
Is that the guy again?
No, it's his wife.
There's some kind of sickness
that runs in that family.
104 INT. POOL HALL - TIGHT SHOT OF MOUSE - DAY 104
He's singing "The Banana Boat Song."
'Day-O! da,da,da,da,day... daylight
come and he wanna go home...'
ANGLE ON TILLEY AND GIL
at a table playing pool. Mouse is standing next to his
trusted JUKEBOX, belting out his favorite Harry Belafonte
song. In b.g.:
Why can't they get rid of that
fucking record? It's not a hit
anymore... nobody cares about
this song anymore... it's history.
Mouse continue singing in the background.
We can always smash the juke box,
or break in and steal the record.
104 CONTINUED: 104
(lining up a shot)
He's getting on my nerves. The
guy eats like an animal, and
sings like an asshole.
Maybe it's me, but I'm beginning
to like it.
Tilley hits the ball and sinks the shot.
Yes, sir... yes, sir!
ANGLE ON SAM
He comes out of the back room into the pool hall, and
walks over to the table where Tilley and Gil are playing
pool. He drops an open envelope onto the pool table.
Take a look at this crap.
IRS? They're not gonna leave me
Home Improvement Commission.
With those words there's a genuine moment of concern from
all of the tin men -- even Mouse stops singing. Tilley
picks up the envelope and pulls out the letter.
We've got to appear?
I think that's the gist of what
Gil looks over Tilley's shoulder at the letter. Mouse
Can't we just ignore it? How do
they know we got the letter.
104 CONTINUED: (2) 104
What do you think, Sam?
I dunno... I don't know what
Why is this happening? Am I
paranoid or something? I mean,
why is this happening? The
government is after me... the
state is after me... Mr. Marengay
... somebody is always after me.
What the hell's going on here?
I'm just this guy. What's the
big deal? They can't get along
without me? The government can't
operate unless they've got Tilley's
money... the Commission's after
my job! This shit's driving me
insane! All the lying, thieving,
stealing corporations in this
world, and the IRS takes the
time to come for me? There's
billions of dollars out there
but they've got to come and get
Tilley's four thousand dollars!
(turning to Mouse)
Turn off the fucking Belafonte
song now, or I'm gonna break the
105 INT. CORRAL CLUB - NIGHT 105
BB is sitting at the bar, getting drunk. Stanley sits
next to him. A girl approaches (RUTHIE).
Come on, Beeb, let's dance.
Not tonight, Ruthie, my dancing
shoes are on holiday.
105 CONTINUED: 105
I'm more than sure.
Ruthie moves off. BB takes a shot of whiskey and downs
it, and then drinks some beer.
Who was the best you ever saw?
Best I ever saw? Best tin man
I ever saw?
He holds up his shot glass towards the bartender, and
the bartender fills it up.
Harry Apel... Dandy Flynn... those
guys had good lines, but they
burned themselves out too fast.
Best? Moe's the best... the best
there ever was. If he's in the
door, he's got a sale. The best
What's some of the hustles he
used to pull?
BB downs another shot glass of whisky.
God damn Nora... God damn Nora!
I'm trying to adjust... I'm
putting up with things I never
put up with in my life. I mean,
give me a break... give me a
Stanely wants to get back to the topic of best tin man.
So, what are a couple of things
you and Moe have done?
(still on the
subject of Nora)
It was getting to be real pleasant
... figure that.
More than pleasant. To hell with
105 CONTINUED: (2) 105
How come Moe's so good? Why do
you think, huh?
Great man, Moe. Great man.
BB holds out his glass again to the bartender who refills
it. BB downs the shot and drinks more beer.
I don't know why they're so
irrational... chicks. I dunno.
I think it's because air gets
She probably went back home, to
(looks at his watch)
Eleven-thirty... he wouldn't be
(takes out a $10 bill
from his wallet)
This outght to cover it, Stanley.
He puts the $10 bill down on the bar and walks out of the
106 EXT. STREET - NIGHT 106
Sam's Cadillac moving along a row of houses.
107 INT. CADILLAC - NIGHT 107
Sam is driving the car, Tilley is in the passenger seat,
They got no right. You know what
I'm saying, Sam? They've got no
Tilley takes a drink from a pint of whisky he has open.
107 CONTINUED: 107
They've got nothing concrete
against us, because if it's just
hearsay stuff, it's neither here
Where's my car? What happened
to my car?
It's better I drop you off.
Yeah, it's better.
108 INT. TILLEY'S BATHROOM - NIGHT 108
Tilley is in the bathroom washing his face in the sink,
trying to sober up. He lifts his head out of the water
and bangs it on the faucet. He grabs his head in pain
and then slides down the tiled wall to the floor.
109 EXT. STREET - NIGHT 109
BB's Cadillac pulls up in front of Tilley's house. We
see BB looking up and down the street, with his head out
of the car window. He's very drunk.
He ain't here.
He gets out of the car and looks around the street some
more. He stumbles up to a couple of parked cars, look-
ing for Nora's car. He falls into some trash cans in
front of the house.
110 INT. TILLEY'S HOUSE - BATHROOM - NIGHT 110
Tilley is lying on the floor. His eyes open at the sound
of the TRASH CANS FALLING. He struggles to his feet and
walks through the bedroom. We hear the sound of MORE
TRASH CANS RATTLING.
110 CONTINUED: 110
Tilley goes to the bedroom window and looks out. He
sees BB struggling to his feet, surrounded by trash
cans and garbage.
I knew I could smell a rat! The
son of a bitch is coming for me...
the son of a bitch never wants to
leave me alone!
Tilley walks over to the night table, opens the drawer
and pulls out a revolver.
111 EXT. STREET - NIGHT 111
BB making his way up the front stairs to Tilley's house.
112 INT. TILLEY'S HOUSE - NIGHT 112
Tilley makes his way down the stairs, and creeps to the
You want to rob my God damn house?
I'm gonna make it easy for you.
(unlocks the door
and leaves it
Come and rob Tilley... come on...
take everything he's got.
113 EXT. FRONT DOOR OF TILLEY'S HOUSE - NIGHT 113
BB knocks on the door. The door swings open. He waits
a moment, unsure as to what to do.
11436 INT. TILLEY'S HOUSE - OTHER SIDE OF FRONT DOOR 114
Tilley stands behind the door with the gun, waiting. BB
steps inside the house.
114 CONTINUED: 114
Before he can finish the word "Hello," Tilley hits him
hard in the head with the butt of the gun. BB falls to
the ground unconscious.
115 INT. TILLY'S HOUSE 115
BLACK SCREEN. Then a light goes on, and we see the in-
side of a refrigerator. PULL BACK to reveal Tilley at
the refrigerator in the kitchen of his home. He is
putting eggs and rotten tomatoes from the refrigerator
into a bowl. He looks at a piece of celery, but it's
so wilted and has no strength for his purpose that he
throws it down. He picks up other vegetables, but
settles for the eggs and tomatoes. He closes the re-
frigerator door and makes his way to the living room.
We see BB lying on the floor, unconscious. Tilley sits
down across from him with the bowl in his lap... he
watches BB. BB starts to come to.
You're a sick man! You smash my
car, you steal my wife, and now
you come to rob me! You're one
demented human being.
BB tries to focus on Tilley.
I'm going to call the police and
send you to jail... but I'm going
to humiliate you first.
Tilley throws an egg at BB and hits him in the head. BB
is groggy and confused and still drunk.
What're you doing?
What do ya want to break into
my house for? This ain't the
fucking Rockefeller mansion!
There ain't thirty-eight
television sets here.
115 CONTINUED: 115
They ain't saying 'Nelson, I think
we've had a break-in... count the
sets to see how many we've got
left.' There ain't tons of jewelry
hanging out of drawers... it ain't
like I don't know which watch to
put on, I got so many. I'm a
working man, trying to make an
honest living. What fucking
morality you got, asshole?!!
Tilley throws another egg at BB and hits him in the head
again. Egg yolk drips down BB's face. He tries to get
off the floor, but can't.
You're the craziest human being
on the face of this earth!
Tilley, getting ready with another egg.
What else do you want from me?
Huh? What else?! I've got enough
problems with the I.R.S. busting
my balls and the Home Improvement
Commission bullshit to contend
with. I don't need aggravation
(still trying to get
up; wiping his face)
Nobody does this to me and lives!
(throws an egg)
How do ya like your eggs? Over
(picks up a tomato)
Side of tomatoes?
He throws a tomato.
You're going to rue the day you
ran into my car. This ain't the
end... this is just the beginning.
Tilley throws another egg.
116 INT. POLICE STATION - NIGHT 116
A POLICE OFFICER is interrogating Tilley behind the main
desk of the police station. There's a lot of activity
during this interaction... people coming and going.
A guy breaks into my house and I'm
being charged with assault? It
makes no sense...
(with pencil and paper)
Let's get it down right. The guy
broke into your house, you hit him
in the head with a gun, went to
the refrigerator, took out eggs
and tomatoes and threw them at
I was defending myself... he was
stealing from me.
It doesn't sound like defense to
I wanted to humiliate the guy.
Here I am, out busting my ass all
day making a decent living, I come
home, and some schmuck is trying
to steal from me.
So you hit him with a gun, and
pelted him with eggs and tomatoes?
If I had some soup I would have
thrown soup at him... is there
any law you can't throw eggs?
Mr. Babowski claims he didn't
break into your house.
What did I do? Invite him in so
that I could throw eggs at him?
116 CONTINUED: 116
Maybe Mr. Babowski intended to
break into your house, but these
circumstances of the guy being
pelted with eggs and tomatoes is
something we need to look into.
Tilley shrugs his shoulders.
He's lucky that he didn't rob me
last week, 'cos then my wife was
living at home and we had all
kinds of things in the fridge...
I could have thrown barley soup,
pumpkin pie, candied yams... yeah,
he got off light.
117 EXT. POLICE STATION - DAY 117
Tilley and Sam exit the building. Seconds later BB and
Bagel come out of the police station. Both pair of men
head for their respective Cadillacs. BB has egg stains
all over his suit.
I can't believe it, the man throws
eggs at me and now I'm gonna have
breakfast with him.
His partner says maybe the two of
you can sit down and come to some
kind of settlement.
118 INT. TILLEY'S CAR - DAY 118
Tilley is sitting in the driver's seat and Sam is next
What am I supposed to say to him?
The man has been a pain in the ass
since the day he rammed into my
118 CONTINUED: 118
Just air your differences and
we'll put an end to this.
119 EXT. POLICE STATION - LONG SHOT OF POLICE STATION AND 119
as they start to pull out of the parking lot.
120 INT. COFFEE SHOP - DAY 120
Tilley, Sam, BB and Bagel are sitting at a table together
looking at menus.
(looks up from his
I tell you what... I'll drop the
charges against you, and we can
wipe the slate clean.
I appreciate it.
See how quickly you can clear it
But I don't understand how the
slate gets wiped clean when he
breaks into my house and I'm the
I told you, I wasn't breaking into
your house. I was looking for
All right... all right... I'm too
tired... the slate's clean... the
The WAITRESS approaches.
120 CONTINUED: 120
What will you have?
Couple of eggs over, some hash
browns, some toast -- toasted
dark... butter on the side, large
grapefruit juice and some coffee.
The Waitress writes his order.
On second thought, instead of the
eggs over, if I ordered soft
boiled eggs do you take them out
of the shell or leave them in the
We can see that BB is getting a little irritable.
We leave them in the shell.
I don't like them that way because
they get hot in the hand and it's
hard to scoop the stuff out...
it's not good... and you get
little bits of shell in there and
it doesn't taste good.
Why don't you just order some
scrambled eggs and be done with
it... all right?
If I'm going to order, at least I
ought to be content with my food.
I'm getting a little hungry...
I've got a headache as it is.
Just order some eggs so some other
people can have something to eat
before the lunch trade comes in.
(looks to Sam)
Why do I need a guy telling me
what I should or shouldn't eat?
120 CONTINUED: (2) 120
This is not a four-star restaurant
... we're not having a gourmet
meal... we're ordering breakfast,
for Christ sake!
It so happens I haven't been to
this restaurant before. I don't
know how they do their eggs... if
they're over easy and they're
gooey, I'm not happy with it...
and I'm not happy if the soft
boiled eggs are left in the
(to Waitress, cutting
Can I have some French toast and
a cup of coffee?
Bagel, what do you want?
Hey! I'm ordering here. At least
you can have the courtesy to let a
man order his breakfast.
French toast and a cup of coffee.
Sam, this guy gets on my nerves...
from day one! I knew it then and
I know it now.
Tilley stands up from the table and starts to leave.
I'm back to pressing charges
Tilley turns and is face-to-face with BB.
You want to play that way? This
game ain't over, mister... it
120 CONTINUED: (3) 120
BB stands up. The Waitress steps back and looks
All right, you want to finish it
now? You want to finish it right
now? I'm ready... I'm ready now!
You're ready?! You're ready,
that's what you're saying?!
You're ready now?! I have to be
intimidated... I have to be brought
here to be intimidated...
I can't stand it any longer.
You're driving me out of my mind.
BB lunges for Tilley across the table, Sam and Bagel
try to intervene -- the Waitress doesn't know what to do.
Come on, guys... take it easy...
take it easy.
Get the people with the
straitjackets... this man is out
Tilley and BB pull at one another.
We're gonna finish it... we're
gonna finish it.
Bagel and Sam pull them apart.
Come on, let's get out of here.
Sam ushers Tilley to the door.
I'm not finished with him, Sam.
You heard me... I'm not finished
with you, mister.
120 CONTINUED: (4) 120
He storms out of the coffee shop with Sam. Bagel sits
back, looking relieved. BB composes himself. The
Waitress nervously stands by.
So, I'm having French toast and
121 INT. HOSPITAL - MOE'S ROOM - DAY 121
Moe is in bed, still hooked up to tubes. His breathing
is deliberate and he seems weak. The CAMERA SLOWLY PANS
TO BB who is sitting by Moe's side.
Moe, when you decided to marry
May, how did you know?
How did ya know?
You mean to make up my mind to
Yeah. How did ya know?
Moe shrugs his shoulders as if he doesn't know.
This Nora is a pain in the ass,
Moe... a pain in the ass. It's
worse now than when she used to
You wanna hear something? The
other night at the Corral Club,
I turned down a dance.
121 CONTINUED: 121
You turned down a dance?
What's the odds on that? You
think you can come up with odds
on that one?
Hundred to one BB don't dance...
a hundred to one against.
There's a beat.
I'm getting out of the business,
BB... I've got nothing for all
Lot of good times, Moe.
A lot of good times, but I can't
live off the good times.
You know, my brother-in-law has
offered me a job at Hess Shoes.
I think maybe I should do it. You
get there in the morning, you come
home at night... you get health
benefits... I get to be assistant
That's it, Moe? You're gonna
spend the day measuring people's
feet? 'You're an "E" fit...
you're a "D" wide... you got a
high arch... I'll show you
something in an alligator...
something with a wing tip...' How
can you talk about that all day
Moe, you're the best tin man there
ever was. Nobody's a better
It's over, BB... it's over.
121 CONTINUED: (2) 121
BB looks at Moe for a long beat. He's obviously greatly
affected by this.
So, May's happy about this Hess
Shoe thing, heh?
To say the least.
122 INT. SAM'S CADILLAC - DAY 122
Sam is driving and Tilley is in the passenger seat.
You know, when I saw 'Bonanza' the
other day, something occurred to
me. There's those three guys
living on the Ponderosa and you
never hear them say anything about
wanting to get laid. You never
hear Hoss turn to Little Joe and
say 'I had such a hard-on when I
woke up this morning.' You know
... they never talk about broads
... nothing. Ya never hear Little
Joe say 'Hey, Hoss, I went into
Virginia City and saw a girl with
the greatest ass I ever saw in my
life.' Ya just see 'em walking
around the Ponderosa saying, 'Yes,
Pa,' and 'Where's Little Joe?'
Nothing about broads. I don't
think I'm being too picky... at
least once if they talked about
getting horny. I don't care if
you're living on the Ponderosa or
right here in Baltimore, guys talk
about getting laid.
I'm beginning to think that show
doesn't have too much realism.
What do you think, Tilley?
Sam, I can't concentrate on
122 CONTINUED: 122
I've got too much on my brain,
what with that asshole and the
Home Improvement Commission, I
don't want to have to worry about
whether Little Joe got laid last
Let's go and eat something.
Yeah, we'll go and have some lunch
at the smorgasbord.
123 INT. THOR'S SMORGASBORD RESTAURANT - DAY 123
Tilley and Sam are in line at the buffet. Sam fills up
his tray and moves off to the cashier. Tilley hangs
behind staring at all the food. He looks up to the
God, if you're responsible for all
the stuff down here, maybe you got
a moment's attention for me.
Between the I.R.S., this Home
Improvement Commission and Mr.
Marengay, I got it up to here with
this bullshit. To be frank with
you, I'm in the toilet here. If
you can see your way...
A WOMAN with a tray starts to approach Tilley. Tilley
turns to her.
Listen, I'm praying here... go
I wanted to get some of the salad.
It's out of order... go around.
He signals for her to walk around him. The Woman looks
at him and moves down the line.
123 CONTINUED: 123
(looking up to
Do what you can, all right? I
appreciate it. Amen.
Tilley helps himself to some salad.
124 INT. SUPERIOR ALUMINUM SIDING OFFICE - DAY 124
The usual office activity. BB is at a desk. He picks
up the phone and dials.
Nora Tilley, please.
We hear a WOMAN'S VOICE on the other end of the phone.
What department is she with?
She's with Social Security.
Which department is Social Security?
I dunno... she's there somewhere
... yeah, on the third floor...
she's got a desk towards the back.
Just a moment... checking.
In the b.g. Stanley has gone over to a filing cabinet and
is starting to look through the files. Cheese wanders
over to him.
Stanley, can I help you look for
No, I'm just making myself busy.
Well, I wouldn't do that. Bagel
don't like nobody looking at the
124 CONTINUED: 124
BACK TO BB
on phone. He's still holding for Nora. We hear a RING
on the other end of the phone.
Nora, this is BB.
The PHONE goes DEAD. BB reluctantly puts the receiver
125 INT. TOBACCO WAREHOUSE - DAY 125
The Home Improvement Commission is in session. Tilley
and Sam sit at the defense table. Masters presides over
the commission table where four or five other commis-
to Tilley & Sam)
Didn't you approach Mr. Boloshevski
August 18, 1961, while he was
cutting his front lawn and tell
him that his house had been
selected, as one of only 16 homes
in the state of Maryland, for a
free aluminum siding job?
What's the name again?
Doesn't ring a bell.
Sam, does it ring a bell to you?
(leans into microphone)
It doesn't ring a bell to me either,
Didn't you suggest that for a
nominal labor charge, he would
receive over five thousand dollars'
worth of aluminum siding?
125 CONTINUED: 125
That's an awful lot for nothing.
Doesn't sound like good business
Mr. Boloshevski was ultimately
charged twenty-four hundred
dollars for labor, which according
to our figures is about the average
cost of an aluminum siding job.
(leans into the
I don't get the point of this.
Twenty-four hundred dollars that
you charged for labor, is the same
as if Mr. Boloshevski had purchased
the aluminum siding and had the
Maybe I'm missing the point here,
but if he paid twenty-four hundred,
which is the cost of the job, I
can't see anything wrong with that.
I don't know the guy, but I don't
quite get the problem.
What we're getting at here... what
we're trying to stress, is that
the job was sold under false
terms. The man didn't win any
award... he was not getting
aluminum siding at a special price.
A clear case of deception was
What's he talking about? The man
got the job for twenty-four hundred
dollars, and that's what it costs
in aluminum siding.
125 CONTINUED: (2) 125
Um... I don't know... we have no
recollection of this particular
job, but I don't know if this is
deception. Look, if you work in a
clothing store, some guy tries on
a suit, it looks like shit, but
you tell him it looks wonderful.
The guy's standing there looking
like a sack of shit, the salesman
says what a great suit and the man
buys it. That's deception as far
as I can see, but I don't
understand the deceptiveness that
you say we're responsible for...
if I make myself clear.
I'd go along with that as well.
What we're trying to establish
are the principles that have been
laid down as part of the Home
Improvement code of ethics...
that you cannot mislead someone
intentionally, and I think that's
the principle that applies to this.
Did somebody put a gun to this
guy's head and make him spend
twenty-four hundred dollars? I
don't get the point here. I
don't know the specifics of this
case, not being privy to all the
information, but all I can say is
this guy got a fair price for a
Another commissioner, BUD DELANEY, takes the microphone.
Do you know Mr. and Mrs. Rayburn
of 156 Aberdeen Avenue, Essex?
125 CONTINUED: (3) 125
(looks to Sam
and shrugs his
I think you'd have to familiarize
The couple purchased twenty-eight
hundred dollars' worth of aluminum
siding and the two of you were the
salesmen on record. They say, and
I quote here, 'that they would
have received one hundred and
fifty dollars per home for every
person in the neighborhood who
saw their house and decided to
buy aluminum siding.'
(looking up from
Is that true?
It sounds right.
Are you aware that, according to
the Home Improvement code, you
are not allowed to exceed a
twenty dollar limit in
(shrugs his shoulders)
We wanted to be a little more
generous, that's all.
The couple said that they never
did receive any money from any
other jobs, as you had promised.
We didn't get any leads from them.
Their house was not the showplace
that we thought it would be. It
didn't generate the activity that
we had hoped.
125 CONTINUED: (4) 125
But should a referral turn up in
the community, we'd be more than
happy to give them twenty dollars
instead of the hundred and fifty.
Excuse us for one moment.
He then leans over to Delaney, and they start to confer.
Tilley and Sam watch, wondering what's going on. Masters
leans in the other direction, holding his hand over the
microphone, and he talks to the other commissioners.
They nod in approval, then Masters leans back into the
Thank you very much, gentlemen.
Should there be a reason in the
future to call you back, we would
like to reserve that right.
Glad we could be of some service.
Tilley and Sam get up from the table and walk out of
126 EXT. TOBACCO WAREHOUSE - DAY 126
Tilley and Sam are walking toward Tilley's car.
(rubbing his hands,
We beat 'em, Sam... we beat 'em!
What a piece of cake! No problem!
They ain't got nothing on us...
clean as a whistle... we're clean
as a whistle!
I need a drink. I hate
127 EXT. SOCIAL SECURITY OFFICE - NIGHT 127
Heavy RAIN is falling. Nora, with an umbrella, walks
quickly across the parking lot. Suddenly BB slips
under the umbrella with her.
I don't want to see you anymore.
She pulls away from BB and continues walking. BB walks
behind her, getting soaked in the rain.
I gotta talk to you.
I don't want to listen.
Give me a chance to explain. You
owe me that much.
Nora still walking toward her car in the downpour.
I don't owe you anything.
BB lets her walk away. After a beat, he yells out.
It was a lousy thing to do, okay?
It was a lousy thing to use you
to get back at your husband... but
the fact is that I never would
have met you otherwise.
Nora stops and turns to look at BB.
It was lousy... it was a
disgusting, terrible thing...
but a lot of good came out of it.
What kind of a person would come
up with such a devious thing?
I'm not always a nice guy, I
admit that. I got a lot of
training in deceit... it's an
They stand looking at one another in the rain.
127 CONTINUED: 127
I'd like to know what it is about
me that I have to fall for tin
men. What kind of character flaw
do I have?
I didn't want to have to come
here. I wish that I didn't have
to ever see you again. I've gone
this far in my life without having
to have this kind of thing happen
to me. I was going through life,
sailing along, pretty good...
doing okay, and I tried to get
even with some crazy guy... and
The wet becomes you. Gets rid
of some of the slickness.
I don't like the idea that I'm
not in control of this, but if
this stuff's got to happen, I
guess I've got no choice. I
wanna... ya know...
(he gets angry)
... I wanna be with ya! Okay, I
said that... I said it, okay?! I
wanna be with ya! It pisses the
hell out of me, and I'm gonna
tell you that to your face, but
I want to be with you because...
I miss you and I'd like to live
with you... I'd like to marry
you... and that's that!
Nora eyes him carefully. The rain falls on her umbrella
and the rain beats on BB's head. After a long moment.
I was hoping for something a
little more romantic... but, okay.
A slight smile comes to BB's face.
128 INT. PIMLICO HOTEL - BAR/RESTAURANT - NIGHT 128
Tilley and Sam are sitting at the bar nursing a couple
of drinks. In the b.g., the pianist is playing "Last
Night When We Were Young," and a few people are sitting
around the piano joining in with the song.
Ya know, Tilley, we been working
together for over a year.
Yeah, must be about that.
I've been thinking that sometimes
a different combination makes for
better luck. Ya know what I mean?
I mean, maybe the two of us ain't
the right combination.
I'm just getting used to ya, Sam.
Let's face it, we're not exactly
setting the world on fire.
It's a slump... it's a slump, Sam.
Maybe it's a slump, but like
baseball, some time they have to
change the lineup to get the team
You're not serious about this, are
You're serious? You wanna get
another partner? You don't think
I'm gonna pull out of this?
I know you're gonna... I know
128 CONTINUED: 128
Look, we beat the Commission today
... you know, we got a little bit
of a victory. We split right now
and maybe we can add to that...
you know what I'm saying?
I know... I know. Change in the
lineup. Okay, maybe it'll help...
maybe it'll help.
(he drinks his
You got any ideas for a new
Well, I had a conversation with
Solly Shavitz, so... maybe I'll
go with him.
Mouse is gonna need a new partner
because Dennis is going into used
Mouse! Mouse! He gets on my
nerves... He eats too much.
(beat; he holds
up his whiskey
Here's to some pretty good times,
129 INT. CORRAL CLUB - NIGHT 129
Looney, looking tanned, sits with Stanley at the bar.
BB and Nora are dancing in the b.g.
I don't get it... the broad
smashes into his car and he takes
her dancing. Some kind of dating
ritual that I'm not familiar with.
BB's a pretty good tin man, huh?
129 CONTINUED: 129
Pretty good? Whew! Man's what
legends are made of. Started
selling pots and pans door to
door at sixteen. Nothing he
ANGLE ON BB AND NORA
The song ends and BB walks Nora back to the table they
were sitting at.
You're gonna come back and stay
I dunno... all my things are back
at Nellie's -- the other side of
I know what I could do, I'll go
back to the house... there's
still a few things I left behind
... at least I can get a change
They both sit down. BB looks at Nora.
I'm glad this is working out.
You really happy?
You don't really show a great deal
Honey, for me... I'm a parade.
130 EXT. STREET - TILLEY'S HOUSE - TIGHT SHOT OF HAND - 130
Rattling a special padlock. PULL BACK to reveal Tilley
at his front door, trying to get in.
130 CONTINUED: 130
CAMERA PANS to see Nora's car pulling up in front of the
house. Nora turns off the car lights and exits the car.
She starts up the front walk and stops.
The I.R.S... they need my
furniture. They got some living
room somewhere in this country
that needs to be furnished.
They're taking the furniture?
The furniture, the whole house.
They locked it up... they
(yelling up to him
on the porch)
What do you expect? You expect
to get some preferential treatment
... you're some special case?
You've got to pay your taxes just
like everybody else has to pay
How many arguments did we used to
have about filing your taxes?
We had a lot of arguments.
Nora starts toward him. Tilley sits on the steps.
(as she sits beside him)
There's a responsibility that
you've got to have. It's a long
way from high school, Tilley.
I was doing pretty good there for
a while... doing pretty good. Had
my house, had a wife, a Cadillac...
I still got my Cadillac.
130 CONTINUED: (2) 130
Where are you gonna sleep?
I'll stay at Sam's for a couple
of days until I get set up.
What're you doing here, anyway?
There's just a couple of things
you didn't throw out of the house
... a couple of things I didn't
find in the drawer.
I don't know... I did a pretty
good house cleaning number on you.
Listen, about the divorce. Do you
want to file, or should I file?
I got to be frank with you, this
guy is nuts.
He told me all about it... all
about how you threw eggs at him.
He told you it was about eggs?
The guy tried to break into my
house. He tried to steal things
He was trying to find me. We had
I think you'd be making a big
mistake if you married him.
It's not for you to make decisions
I think maybe I should, because I
think you're being misled... I
think you're confused. I think...
130 CONTINUED: (3) 130
I know what I'm doing.
Nora, listen to me. I know about
(cutting him off)
I appreciate your concern, but
it's not for you...
But this guy is as bad a choice
as you could make. Bad choice.
You're a good one to give advice...
you're sitting on the steps,
locked out of your house because
you can't pay your taxes, and
you're going to give me advice on
I'm not giving you a divorce, and
that's it. I'm looking out for
your welfare. No divorce.
Nora looks at him, starts to say something, then stands
up and walks down the steps of the house toward her car.
(yelling to her)
It's for your own benefit, and
you'll thank me for it.
Nora turns toward Tilley and suddenly snaps.
My benefit! You don't give a
damn about me! You don't give
a damn who I marry. The reason
you don't want me to marry is
because he's the one taking your
wife, and you've got your own
problems with him.
130 CONTINUED: (4) 130
You don't care about me... it's
the same bullshit you're doing.
That's what it always is with you,
Tilley. It's always you! The
I.R.S. took your house... your
furniture! You don't say anything
about my things in the house.
I've got things in the house I
worked damn hard for, and things
that belonged to my family... the
headboard that was given to me by
Aunt Josephine, it's got to be at
least a hundred years old... and
the hand-embroidered footstool...
The hand-embroidered footstool
over by the TV.
I don't remember seeing that.
It's been there forever... it was
It's been there forever? I've
never seen it.
You've never seen it!? You've
never seen it!? You put your feet
on it to watch TV... the
I don't know what you're talking
about. I never put my feet up to
That's the way you are, Tilley, it
doesn't mean anything to you. You
don't care if they take it all
away. It's all you, Tilley!
That's the way it's always been.
130 CONTINUED: (5) 130
She stands there for a moment, then turns back to her
car, gets in, slams the door and drives off. Tilley
stands on the front steps with a puzzled look on his
He walks over to his car, gets in and STARTS the ENGINE...
shaking his head in disbelief.
131 EXT. SUPERIOR ALUMINUM BUILDING - NIGHT 131
BB drives up to the building in his Cadillac, the pas-
senger door opens and Stanley gets out.
Thanks for the lift back, BB.
See ya around.
Stanley closes the car door and BB drives off. Stanley
watches BB's car turn the bend, and then he goes toward
the office door.
132 INT. SUPERIOR ALUMINUM OFFICE - NIGHT 132
Stanley is standing at the filing cabinet going through
files. He takes some files and puts them to one side.
Then, satisfied that he's got everything he needs, he
picks up the files and turns to leave. BB is standing
at the door watching him.
You know something, Stanley, I
can always smell a guy who's not
made of tin.
He walks over to Stanley.
It's against the law to steal
files. I could call and have
you arrested and sent to jail,
132 CONTINUED: 132
I'll put everything back, nobody's
You work for the Commission, is
Stan nods "yes."
Doesn't the Commission have
enough information? They got to
send out guys like you to spy?
Well, we just started out, and if
we had some really good hard facts
of some infractions, it would give
us a lot of credibility in the
BB walks closer to Stanley, looks at him for a second,
grabs him by his tie and pushes him backwards. Stanley
crashes into the filing cabinet.
You know what your big problem
is, Stanley? You're lazy. If
you want to find out stuff, then
you dig... you get on the phone...
you canvas... 'We're from the
Home Improvement Commission...'
Go find your leads... that's what
we do all the time. You're just
lazy, Stanley. If we're doing
something wrong, you should
collect all your evidence.
Instead, you snoop around...
steal files. What is this?
Undercover time? You think
you're breaking up some big drug
ring? Is this the Mafia you've
infiltrated? All you've got here
is a bunch of guys selling tin
for Christ sake!
You want some files?
He walks over to the filing cabinet, flips through some
files and pulls out three files. Stanley has gotten up
from the floor. BB throws the files down on the desk.
132 CONTINUED: (2) 132
Here... here's some jobs I did.
Leave Moe out of this... he quit
Stanley gathers up the files from the desk.
Go on, get out of here.
Stanley starts for the door, and turns back.
Why are you doing this?
If it's not gonna be you, it's
gonna be somebody else... and if
it's not tonight, it's gonna be
Stanley exits the office. BB picks up the files that
Stanley had taken out of the filing cabinet, and starts
to put them back. Then he slams the filing drawers
closed very hard.
133 INT. BB'S HOUSE - BEDROOM - NIGHT 133
BB and Nora are in bed together.
Maybe if I talked to him another
day he'll change his mind. I
mean, he's like that... one day,
he's this way and another day he's
You don't need to talk to him.
I mean, he's probably, you know,
upset about the I.R.S. taking the
house and all our stuff.
After a beat.
Ever see a Volkswagen?
133 CONTINUED: 133
You know, those little Volkswagens.
What does that mean?
It's a car... a little car.
What does that have to do with
I dunno... they're interesting.
What's so interesting about a car?
I dunno. It's a little thing...
you know, a little thing. Guy
tells me they don't even have
radiators... they're air-cooled.
It's interesting... different...
something new. I like it.
134 INT. GIBRALTAR ALUMINUM SIDING OFFICE IN POOL HALL 134
Wing is standing up at the blackboard chalking out
schedules and sales. Tilley stands back and looks at
the board, seeing his name up with Mouse.
134 CONTINUED: 134
Tilley and Mouse. It looks weird,
doesn't it? Looks very weird.
Let's hope you have some better
luck with Mouse.
135 INT. POOL HALL 135
The pool hall is fairly unlit, except for the slight
shaft of light falling over several tables. Gil is play-
ing pool with another tin man. Mouse, Sam, and three or
four other tin men are playing pool.
ANGLE ON STAIRS TO POOL HALL
BB comes down the stairs into the pool hall.
ANGLE ON GIL
He stops playing pool.
(under his breath)
He goes over to the office door, opens it and yells to
Hey, Tilley... Mr. Marengay's
Tilley comes out of the office and stands looking at BB.
Can I talk to you in private, or
do I have to talk to you over
fourteen pool tables?
Tilley moves down the hall toward BB.
135 CONTINUED: 135
We've got enough that's going
down between the two of us, but
the fact of the matter is that I
love your wife, and I want to
I don't care who she marries,
but I don't want her marrying
Why don't we just talk about
this in a nice, rational manner.
Rational? You're going to be
We've got our problems, but let's
try and isolate this particular
Isolate... isolate... I like this
kind of talk. What the hell
nonsense is that?
What are you gonna gain from this
Now let me see here... I've got
to isolate that for a moment and
think it over.
Nobody's going to benefit from
making me mad.
You ought to hear yourself. You
know that? You ought to listen
to the way you talk. You come
in here, you want to take my wife
... you want to isolate this
situation... you want to be
rational. I've got no tolerance
for you, mister. You know what
135 CONTINUED: (2) 135
What you're saying is you don't
want to discuss this, am I
(after a beat)
You like pool?
The other tin men move closer to Tilley and BB, crowding
I enjoy the game.
Why don't we play a little game
of eight ball? If I lose, I
consent to the divorce... if you
lose, you give Nora up... walk
away from her.
BB stares at Tilley; Tilley eyes BB.
HARD CUT TO:
TIGHT SHOT OF CUE BALL
hitting the balls on the break. A seven ball drops into
the pocket. CAMERA PANS TO BB who has a smile on his
face at the successful break he just made. He quickly
moves around the table, lines up a shot and sinks the
ball. Tilley looks a little concerned. BB moves around
the table quickly, confidently. He lines up another
shot. He carefully strokes the pool cue between his
fingers, hits the ball, and sinks the shot. He moves
around the table -- he has a particularly complicated
Combination... side pocket.
The tin men react. BB hits the ball and sinks it.
135 CONTINUED: (3) 135
He quickly surveys the table and sees his next shot. He
hits the ball, it goes toward the pocket, but bounces
back slightly, missing the pocket. Tilley quickly goes
to work. He sinks his first shot... his second. He
makes a difficult shot.
Yes, sir! Yes, sir!
Tilley keeps moving around the table, sinking one ball
after the other. He's enthusiastic, excited and confi-
dent. He sinks another ball, and another. He sinks
every ball, then he eyes the eight ball for the coup de
(trying to shake
You make this one here, and you
Don't I know it... don't I know
He shoots. The eight ball heads for the pocket and
doesn't make it. It hangs up on the felt about two feet
from the pocket.
BB quickly goes to work... sinks every one of his balls.
He eyes the eight ball carefully. Tilley's nervous. A
couple of the tin men make private side bets whether the
ball goes or doesn't. BB lines up the shot; he shoots,
and it misses, hanging up on the lip of the pocket.
Tilley quickly moves and sinks the eight ball.
Yeah... that puts an end to one
of our differences. Now,
135 CONTINUED: (4) 135
I'm gonna beat the crap out of
you. You want it here or do you
want it outside?
BB turns his back on Tilley to move toward the door.
Tilley swings with all his might and hits BB in the back
of the head. BB almost falls to the ground. Tilley goes
to hit him again. BB hits him in the face, knocking him
back. Tilley falls back... BB starts to move toward him.
The tin men move in.
Stay out of this... this is
between the two of us.
BB gets to his feet... the two guys eye one another,
moving. BB quickly moves with incredible cat-like speed
with four hits into the stomach, really fast, and one hit
to Tilley's head. Tilley falls into the rack of pool
cues, they all fall to the ground. BB goes to jump on
Tilley. He slips on one of the pool cues and falls to
ANGLE ON DOOR TO OFFICE
Wing is standing watching the fight. He looks disgusted
... shakes his head.
BACK TO TILLEY AND BB
Tilley moves toward BB. BB hits him hard in the stomach
again. Tilley keeps coming at BB. He rams him and
knocks him to the ground. Tilley pushes BB's head onto
the ground, trying to hit it against the floor. BB gets
a hand free and hits Tilley hard in the side of the
head. The tin men have seen enough and jump in and pull
Tilley and BB apart. AD LIBS: "That's enough, you guys"
... "Come on, break it up." BB and Tilley stand up.
BB brushes his suit down with his hand.
I think our business is finished.
Tilley just stands watching BB. BB walks up the steps
of the pool hall and exits.
136 EXT. INDUSTRIAL ESTATE AREA - DAY 136
BB drives up to the front of the Superior Aluminum
Siding building. He stops the car and gets out. He is
fairly disheveled and has a bruise on his cheek. He
walks up to the entrance of the building.
137 INT. SUPERIOR ALUMINUM SIDING OFFICE - DAY 137
Three or four GIRLS are on the phones canvassing for
... Improves the insulation...
... We'll have a representative
in your area...
Carly, Cheese and Looney are sitting around a desk drink-
... Danny's an example of that.
Danny goes into a bar, chicks
lined up and down the bar. Walks
up to one and says, 'Honey, would
you like to fuck?' She'd slap
him in the face. He'd move down
to the next girl, say the same
thing... she'd slap him. Then
he'd just keep moving down, going
from one girl to the other.
Fifteen, maybe sixteen girls
would tell him to get lost... to
get the hell out of there...
BB enters, says "hi" to the Girls, moves to get a
... Call him names... but he
doesn't take it personal, you see
... he keeps going, and then the
next girl smiles. He says, 'Why
don't you buy me a drink'... he
scores. Every time. He goes
through a lot of girls, takes a
lot of slaps in the face, but he
never takes it personally...
BB moves over to the guys.
137 CONTINUED: 137
... And he always gets what he
Looney looks up and sees BB's face.
Hey, Beeb. What happened to you?
That broad beat the shit out of
I think you must enjoy these
Smashes your car... punches
you in the face...
Bagel walks out of his office and across to NICK, a tin
man sitting at a desk across from Looney. He hands Nick
Bagel, you ought to get a load
of this broad Beeb's messing
Looks a little too romantic for
He walks back to his office.
You know who's no longer married
Well, we ought to know. There's
like a million fucking people
living in Baltimore. How many
guesses do we get?
(NOTE: The following action and dialogue will run
137 CONTINUED: (2) 137
CHEESE A MAN comes into the
It's not that hard if you office from outside.
think about it. He's carrying an envelope.
He approaches Nick, who is
LOONEY closest to the door.
Ruby and Joe.
CHEESE I have a certified letter
No, but they're friends here for William Babowski.
LOONEY (points to BB)
Friends of them... The guy over there.
CARLY The Man approaches BB who
Ed and Ethel? is standing back from the
group a little.
Ed and Ethel aren't that MAN
friendly with Ruby and Joe. William Babowski?
What are you talking about? Yeah.
I went to a party, not two
weeks ago at Ed and Ethel's, MAN
and they invited Ruby and I have a certified letter
Joe over. for you.
CHEESE BB takes the letter.
It doesn't mean they're
friendly because they're MAN
invited to a party. They're (hands BB a piece
friendly, but not that of paper)
friendly. Couple I'm Would you please sign.
thinking about were very,
very tight with Ruby and BB picks up a pen and
Joe. signs the paper.
Do we have any money bet Thank you.
on this, because otherwise
we could be thinking and He turns and exits the
not gaining anything from office. BB looks at the
this discussion. envelope, opens it and
pulls out a summons. He
CARLY reads it: "You are
Frank and Vivien? summoned to appear before
the Home Improvement
LOONEY Commission at 9:30 A.M.
Frank and Vivien broke up? on Wednesday, April 6,
137 CONTINUED: (3) 137
CARLY BB smiles and walks over
I don't know... I'm just to Bagel who is standing
making names up for Christ outside of his office
sake. looking through some files.
BB hands him the summons --
CHEESE Bagel looks at it.
They did break up, but
that's not who I was BAGEL
thinking about. Jesus Christ! I think
you should take some
LOONEY legal counsel, Double B.
I'd like to call on
Vivien... she's one hot BB
broad. Not necessary.
Then why don't you call Better to err on the safe
I stood her up in high I'd rather handle it
school... she's hated me myself.
for nearly fifteen years.
CHEESE Want me to find out what
You stood up Vivien they've got against you?
Marshall? Are you an I know a clerk down there.
idiot! What an idiot. For a price I could get
the inside scoop. These
LOONEY guys are just fishing
I stood her up for Denise, right now.
who happened to have been
my wife. So, yes, I was BB just shakes his head
an idiot. If I knew then "no." Bagel looks at
what I know now... him.
What was your ex-wife's You okay, Double B?
LOONEY Yeah... yeah.
CARLY Because ever since Moe
Denise Essex. Did she have went down you seem a
a sister named Wilma? little off your feed
Thanks for the concern,
CARLY Bagel, but I'll be all
You're kidding me. right.
137 CONTINUED: (4) 137
CHEESE BB puts the summons into
What does this have to do his breast pocket and
with the couple who broke exits the office.
We'll get to that once we've
discussed Wilma... they'll
still be broken up... we'll
get to that in a minute.
How do you know Wilma?
138 EXT. PIMLICO BAR/RESTAURANT - NIGHT 138
Tilley drives into the parking lot of the Pimlico -- he
heads for a dark corner of the lot where about eight cars
are parked. As he's about to park his car, he sees Wing
talking to Masters in the car next to his. Tilley's a
bit confused, stays in his car watching them. After a
couple of beats, Wing gets out of the car and heads for
the Pimlico. Masters drives off. Tilley gets out of
his car and catches up to Wing.
Hey, Wing, isn't that the putz
from the Commission?
Points to car driving out of parking lot.
What the hell's he doing hanging
He wants information.
I nailed his ass the other day,
Wing. Can't lay a finger on me.
I was amazing, you should have
been there. I was amazing... I
was respectful, courteous, but I
was slipping and sliding... they
couldn't touch me.
138 CONTINUED: 138
I got a real problem, Tilley.
Come inside, I'll buy you a drink.
139 INT. PIMLICO BAR - NIGHT 139
Tilley and Wing are sitting at a table. The pianist is
playing, and people are sitting around the piano joining
in with the song.
You're gonna sell me out to the
Commission? Wing, am I hearing
I'm up front with you about this...
I'm up front with ya, Tilley.
I've got my balls in a vice...
what am I gonna do?
Is this about the money I owe
you? Are you just pissed? You
want to get even because of the
horse race? I told ya it was an
Tilley, it's got nothing to do
with the money.
You're selling me out? You're
gonna let them bury me? Jesus
Christ, Wing... Jesus Christ!
I'm not gonna be able to work in
this business? Wing, this was
my chosen field!
Masters was gonna take this
company apart. You're the low man
on the totem pole, Tilley. There's
a lot of guys earning a good
living... no sense for it all to
go up in smoke. You understand,
don't you, Tilley? It's just
139 CONTINUED: 139
Listen, Tilley, you owe me sixteen
plus from the race, and you're in
for over two grand on the books,
so I tell you what... I'll wipe
the slate clean.
He takes out his wallet from his pocket, and peels off
a few notes.
Here's a thou until you get
yourself set up. I can do no
better than that.
(looking at the
You'd sell me out for a lousy
three thousand dollars? Three
thousand dollars and I got to go
down the toilet? Jesus Christ,
Wing, how long the two of us
been busting our asses together
... Jesus Christ! We got some
history to this relationship for
Christ sake. Masters puts a
little squeeze on you, you just
sell out. Three thousand
The bottom line is, I'm running
a business, Tilley.
(he peels off another
couple of hundred
dollars from his
Here's another deuce. I carried
you a long time, Tilley. I've
done a damn sight more than a
lot of other guys would have
done for you... and I don't
see no gratitude from you.
He gets up to leave.
139 CONTINUED: (2) 139
You can finish up whenever you
(throws a few
I'm sorry, Tilley. That's the
way of the world.
He pats Tilley on the back and walks away.
140 EXT. VACANT PARKING LOT - NIGHT 140
Tilley's Cadillac drives into the lot which overlooks
the harbor. We see the harbor city lights surrounding
141 INT. TILLEY'S CADILLAC - NIGHT 141
The RADIO is playing. Tilley stops the car, turns off
the lights, but leaves the radio playing. He leans in-
to the back of the car and takes a pillow off the back
seat. He props the cushion up against the passenger
side, and lies down, looking up to the roof of the car.
142 EXT. CADILLAC IN PARKING LOT - LONG SHOT - NIGHT 142
of the car sitting in the deserted lot.
FADE TO BLACK.
FADE UP ON:
143 INT. BB'S APARTMENT - KITCHEN - EGGS - DAY 143
being fried in a frying pan on a stove.
Bill! Better hurry up,
143 CONTINUED: 143
Eggs being slipped onto a plate with some bacon and
BB comes into the kitchen of his apartment. He is
tying his tie. WIDEN SHOT to include Nora.
I can't believe that you're up
so early. This is a rare occasion.
Yeah. I just got some business
downtown I gotta take care of.
He stands there watching Nora as she prepares the plates
Toast will be ready in a second.
Coffee's on the table.
He continues to stand watching her -- she's not aware
that he's watching her. She waits for the toast to pop
up out of the toaster.
Listen, Nora. I... um... I... er
... lied to you the other day.
Nora is still waiting for the toast, looking inside the
toaster to see if it's getting brown.
I went to see Tilley about the
She turns to look at him.
He was not too agreeable, and
one thing led to another, and we
decided to shoot some pool to
settle the matter.
143 CONTINUED: (2) 143
The toast pops up -- she ignores it.
We played pool. If I won he'd
give you up, if I lost I'd give
You played pool for me?
Nora, I had no choice.
It's the most despicable thing
I've ever heard in my life. I
mean, it's disgusting... guys
shooting pool to determine my
Nora, I had no choice!
Hand me the toast.
Get the toast yourself.
BB takes the toast out of the toaster.
I'm just trying to be honest.
It's been on my mind... on my
He picks up a plate.
This plate yours or mine?
Why don't you take both...
maybe you can choke to death
on one of them.
BB takes one of the plates and goes toward the table.
Nora watches him a beat, amazed that he doesn't seem to
recognize the seriousness of the situation.
143 CONTINUED: (3) 143
How can you be so... how can you
not understand how wrong that is?
I can't understand that mentality!
Shoot pool for me! It's insane.
BB dips his toast into his eggs.
Tilley is not the most rational
man in this world. I tried to
talk to him... he wouldn't
listen. So, what are my options?
You know what I'm saying? What
are my options?
I can't believe you had to shoot
pool! Don't you understand that
... don't you understand how
crazy that is? You're sitting
there... you're eating your eggs
as if it's normal business in
life here! Like feudal lords or
something you used to read about
in history books.
All right, I'm sorry.
He dips more toast into his eggs and eats.
I blew the eight ball.
143 CONTINUED: (4) 143
What does that mean?
It means I'm supposed to give
you up, and I'm never supposed
to see you again.
Will you stop eating the eggs for
a minute! How can you tell me
things like this and casually eat
your eggs?! What does this mean,
Well, I'm supposed to give you
up as part of honoring that
agreement, but I'm not that
honorable a guy.
He smiles, takes a quick sip of his coffee.
I gotta go.
Why are you running off so fast
I told you, I got some business
He gives her a kiss. Starts to go, turns back, gives
her another kiss, more passionate this time.
I'll see you later.
He goes down the hall to walk out the front door.
144 EXT. BB'S APARTMENT - FRONT DOOR - DAY 144
Nora walks behind him, stands and watches him go out the
door and down the front steps. He gets into his car and
drives off. Nora stands at the door watching the car
145 EXT. DOWNTOWN STREET - DAY 145
Tilley pulls his Cadillac into a parking space just a
little up the street from the tobacco warehouse which
houses the Home Improvement Commission. He gets out
of his car, locks the door and starts down the street.
BB's car drives past Tilley. CAMERA FOLLOWS BB's car
as he pulls into a parking space close to the Commission
146 INT. TOBACCO WAREHOUSE - DAY 146
Corridor off the main hearing room. The hearing is not
yet in session. Tilley sits on a bench against a wall.
He glances up, his eyes drop and then he looks ACROSS
CAMERA. CAMERA PANS TO the opposite side of the corri-
dor where BB sits on another bench against a wall. BB
glances off at Tilley and then drops his eyes. CAMERA
PANS BACK TO Tilley. A few beats go by. Both men are
uncomfortable with one another's presence.
(finally, to BB)
You gotta testify, huh?
You got a lawyer?
Nah. I already testified once.
I beat 'em before, I'll beat 'em
You got a high-priced mouthpiece
to speak for ya?
I don't need one. I don't expect
I gave them some pretty
146 CONTINUED: 146
You gave them evidence?
The only way I could think to get
out of this business.
Hey, that's good... that's good,
There's activity in the hallway.
The hearing for the Home Improvement
Commission is now in session.
So... how's Nora?
She's doin' all right.
A MAN comes out of the hearing room.
(turns to BB)
Take good care of her.
147 INT. TOBACCO WAREHOUSE - LONG SHOT OF HEARING ROOM - DAY 147
of the Home Improvement Commission. Five or six
commissioners are behind a long table, led by John
Masters, there is a gallery of observers, and Tilley
sits at the defense table across from the commissioners.
Are you aware that that's a
violation of sections 258 and
147 CONTINUED: 147
I'm not aware of the section
numbers. Sometimes you get a
little overzealous in the heat of
the sales pitch, that's all.
BB is watching the proceedings. CAMERA HOLDS ON him.
Was it the heat of the sales pitch
on February 23rd of this year that
made you write across a contract
'This Job Is Free'?
who is falling apart.
As I remember, no sale was made
concerning those customers.
It fell out because a loan couldn't
be arranged, but the people did
agree in principle.
The point that we'd like to stress,
is that you misled these people.
Told them the job was free. Then
you sent in your closer with some
cover story about how you had
suffered a nervous breakdown, and
a sale was ultimately made for
twenty-three hundred and seventy-
seven dollars. That is misleading
and deceptive sales practice.
It was temporary insanity. I
don't know... it just came over me
... it might have been something
I ate. I don't know... it was
crazy, I'm the first to admit it
was a crazy thing to do. Believe
147 CONTINUED: (2) 147
(cutting him off)
We have other specific examples of
deceptive sales practices on your
behalf concerning a job carried
out on December 11, 1962. You
violated sections 241 and 247.
And concerning a job sold to Mr.
and Mrs. DeFranco on October 9,
1962, violations of sections 251
and 257 took place.
What are all these numbers here?
I'm not familiar with all these
who is watching the proceedings intently.
It is the feeling of this commission
that these infractions are severe
violations of the Home Improvement
Laws, and therefore constitute
misuse of the license to sell
aluminum siding as approved by this
CAMERA ON MASTERS
It is the decision of this
commission to revoke your license
to sell aluminum siding...
CAMERA ON TILLEY
He's not very happy.
... Which will prohibit you from
practicing in the state of
Are you sure? Maybe the guys
want to think this over.
147 CONTINUED: (3) 147
BACK TO MASTERS
Thank you, Mr. Tilley. You may
hand over your license to the
clerk of the commission on your
gets up from the table and goes to the back of the room
to exit the building. He stops at a desk just inside
the door where the clerk is sitting. Tilley pulls out
his wallet, takes out a small document, and throws it
down on the desk. He exits the building.
148 INT. TOBACCO WAREHOUSE - DAY 148
Same as before, except now we see Stanley enter and sit
amongst the observers.
ANGLE ON MASTERS
Will Mr. William Babowski please
BB walks over to the defense table and sits down.
You have the right to have a
lawyer present if you so wish.
I do not wish.
149 EXT. TOBACCO WAREHOUSE - DAY 149
Tilley walks down the street toward his car. Suddenly
he realizes that there's an empty space and his car is
gone. Tilley's a little confused, thinking that perhaps
he parked elsewhere. A YOUNG BLACK KID walks up to
149 CONTINUED: 149
Did you have a car parked here?
Yeah. What about it?
A man told me to say they took it.
Who took it?
Man said, the tax man. Gave me a
dollar to tell you so.
Tilley walks over and stands in the empty space where
his car had been.
Tax man! Fucking I.R.S. How low
can you get? How low can you get?
He walks around in the space as if somehow his car might
reappear. He mumbles to himself.
They're lowlife. How can people
come and take a man's car?... His
150 INT. TOBACCO WAREHOUSE - DAY 150
The hearing is continuing with BB at the defense table,
and Stanley watching.
I think with the number of
violations on your record, Mr.
Babowski, this commission has no
recourse but to revoke your state
CAMERA ON STANLEY
Would you please drop off your
license with the clerk of the
commission on your way out.
150 CONTINUED: 150
(leaning into the
BB gets up and walks to the back of the room. He stops
at the same desk as Tilley, but instead of going into
his wallet like Tilley, he just reaches into his suit
pocket, pulls out a license document and tosses it onto
the table. Then he heads out the door.
151 EXT. TOBACCO WAREHOUSE - DAY 151
BB walks down the street, making for his car. He sees
Tilley still standing in the vacant parking space.
Tilley sees BB. BB stops.
Sorry about your license.
Yeah. You in there?
Yeah. They got my license as well.
Sorry to hear it.
What are you doing standing there?
This is where my car used to be.
I.R.S. Fucking bandits! Bandits!
Thieving sons of bitches!
BB looks at Tilley for a beat.
You need a ride uptown?
I could use one.
151 CONTINUED: 151
They cross the street and go toward BB's Cadillac. BB
gets in the driver's side, Tilley gets in the passenger
side, and the car pulls out.
152 INT. BB'S CADILLAC - DAY 152
BB's driving and Tilley's in the passenger seat.
Some bullshit commission, huh?
Tell me, where's it written it the
Constitution that says you can't
hustle for money? Where's it
written? It ain't like I went
into an alley and hit a guy over
the head with a brick and stole
his money... not like I broke
into somebody's house and stole
his stuff. All I'm doing is
selling... where's the crime in
I don't know what the world's
You're telling me. I don't know
what the world's coming to.
153 INT. BB'S CADILLAC - LITTLE LATER 153
BB's still driving and Tilley's in the passenger seat.
You know what our big crime is?
We're nickel and dime guys. We're
small time hustlers. They got us
because we're hustling nickels and
153 CONTINUED: 153
Nickels and dimes. You got a good
point there, BB. You're right on
the money with that kind of
BB stops the car at a stop sign. Something catches BB's
eye. THROUGH the windshield we see a Volkswagen "beetle"
going from right to left.
ANGLE ON BB
as he watches the car.
Gotta find a new business to get
New? Very hard to find something
new to get into.
BB puts his foot on the gas and starts to drive.
Maybe... maybe not.
Better put on my thinking cap...
not easy to think of something
154 EXT. STREET - LONG TELEPHOTO SHOT OF CITY - DAY 154
showing stacks of houses as the Cadillac drives away.
A MacDonald golden arch is being put in place by a crane
on the horizon line. It's almost as if it's a rainbow
across the far side of town, and the Cadillac will drive
Believe me, we'll find something.
It's just a matter of time.
Yeah... matter of time.
154 CONTINUED: 154
You know, I hear the new Cadillac's
gonna be out in a couple of months.
Yeah... they're changing the body.
I hear it's a beaut.
Maybe I should put in my order now.
What're you talking about? You
ain't got a pot to piss in.
Give me the pot... I'll fill it.
FADE TO BLACK.