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ALL SCRIPTS


                           HEAT

                            by

                       Michael Mann




            FOR EDUCATIONAL PURPOSES ONLY




REVISED DRAFT
March 3, 1994




Converted to PDF by SCREENTALK
www.screentalk.org

EXT. CEDARS-SINAI - WIDE - DAY

A monolith with alienating foregrounds. A bus pulls in on
Beverly. NEIL McCAULEY and a nurse get off. Neil carries
a paper bag and wears white pants like a hospital attendant.
Neil is an ice-cold professional: very big, very tough.
At 42 his short black hair is graying. He spent eight
years in McNeil and three in San Quentin. He got out and
hit the street in 1987. Four of the McNeil years were
spent in the hole. Neil's voice is street, but his language
is precise like an engineer's. He's very careful and very
good. Neil runs a professional crew that pulls down high
line, high number scores and does it anyway the score has
to be taken down: if on the prowl (a burglary), that's
fine; if they have to go in strong (armed), that's fine
too. And if you get in their way, that's got to be your
problem. His lifestyle is obsessively functional. There's
no steady woman or any encumbrance. Neil McCauley keeps
it so there's nothing he couldn't walk from in 30 seconds
flat.

ANGLE

Right now, he enters the big double doors and pulls a white
intern's coat from his paper bag.

                                                  CUT TO:

INT. CEDARS-SINAI CORRIDOR - TRAVELING TWO SHOT - DAY

We DOLLY on Neil as he crosses through the long crowded
corridor. Patients, nurses, interns and doctors pass by.
A P.A. broadcasts occasional messages.

PROFILE

Nail crosses under an "EMERGENCY" sign and keeps going
towards the exit doors.

TRAVELING - FRONTAL

Neil APPROACHES THE CAMERA. From the other direction two
ambulance attendants wheel an old man under oxygen and
pass by Neil.

                                                  CUT TO:

WIDE REAR SHOT

Without breaking his stride from the moment he got off the
bus, Neil exits through the doors, examines four ambulances
parked in the slots, climbs into one and drives off. Maybe
he's stolen it. We don't know.

                                                  CUT TO:

       Converted to PDF by www.screentalk.org            2.


EXT. R & C CONSTRUCTION SUPPLIES - ON CHRIS - DAY

CHRIS SHIHERLIS crosses past stacks of gravel and cement
with a white-coated BLACK CLERK. Chris wears a hard hat
over a mongol cut, Levi's, black boots and a sleeveless
sweat shirt and carries on one shoulder a 150 lb., red,
Milwaukee Tool Company case. He looks like a construction
worker by day who by night hits L.A's slams, jams and raves.
He's 29, from Austin, Texas. Chris is also a highline
pro: a boxman who knows five ways to open any safe made.
Right now he's buying a hollow core drill. He and McCauley
were cellmates in San Quentin Penitentiary from 1984 to
1987. Chris hit the streets in 1988. He's a hot dog and
spends money as fast as he makes it. Right now, he and
the Clerk exit to the sales counter.

                                                    CUT TO:

EXT. SALES COUNTER - TWO SHOT

As they approach, the Clerk goes behind it.

                      CLERK
          What you working on?

                       CHRIS
          Drillin' some post holes into
          concrete ...

                      CLERK
              (re: toolcase)
          With that you can ream solid
          steel. Check, charge, or cash?

                       CHRIS
          Cash. Put "Jack's Fencing" on
          the receipt.

                       CLERK
          $788.   30

Chris pays; Clerk writes receipt.

                      CLERK
              (continuing)
          ...that a good racket? I ought
          to get out from behind this
          counter...

                      CHRIS
              (takes receipt)
          Yeah.
              (beat)
          Take it easy.

He leaves with the heavy red case.

       Converted to PDF by www.screentalk.org           3.


INT. "TOYS 'R' US STORE" - ON CERRITO - DAY

MICHAEL CERRITO - at 40 - is looking at a doll house.
He's a wide, thick, coarse-featured big man. Sicilian
from Sunnyside, he's spent 15 years in Attica, Joliet and
Marion penitentiaries. He's strictly a "cowboy": his
natural inclination towards a score is "...get the guns
and let's go." He's been off smack and everything else
for five years. He's clean and sober. He's the nicest
guy on the block and a loving father. If you get in his
way, he'll kill you as soon as look at you. If you asked
him about the contradictions, he wouldn't know what you
were talking about.

CLOSE OR DOLL HOUSE DETAILS

It's 3 x 6 and two feet high. Miniature room sets are
inside. Cerrito's thick fingers close the door. He picks
it up. WIDEN. He crosses to a counter and MIDDLE-AGED
CLERK.

                      CERRITO
          Wrap this here up.

                      CLERK
          Yessir. You're going to have a
          happy little girl.

                       CERRITO
          Two.   I got two girls.

                         CLERK
          That's nice.

                       CERRITO
          Yeah. And gimme those three
          masks there.

Clerk takes down Clark Gable, Three-eyed Monster, and
Beautiful Lady, full-head rubber masks.

                      CERRITO
              (continuing)
          Gimme Donald Duck, too

                      CLERK
              (does and laughs)
          A little early for Halloween?

                     CERRITO
          Yeah. Halloween's coming early
          this year. What do I owe you?

                                                 CUT TO:

       Converted to PDF by www.screentalk.org             4.


INT. CONDOMINIUM - A HAND - MORNING

Slides across the back of JUSTINE'S thigh.

JUSTINE'S AND HANNA'S FACES

She is 29, auburn,  languorous, her eyes are closed and she
makes love with her  husband, VINCENT HANNA. Pressing her
face to his, their  hair intertwined... It's morning. We
are in an expensive  condominium.

WIDE

The two bodies locked into the rhythms of their love-making,
twisted in white sheets. OFF SCREEN a shower runs.

                                                   CUT TO:

INT. SHOWER - HANNA

Is in it. The water streams off his body. The glass is
misted. He turns off only the hot and breathes fast in
the cold spray. OFF SCREEN a cigarette lighter CLICKS.

                                                   CUT TO:

BEDROOM - JUSTINE

smoking, still under the white sheets, watches Hanna dress.

                      JUSTINE
          ... taking me out to breakfast?

                      HANNA
              (looks at watch)
          Can't. Bosko's waiting..

                      LAUREN
              (passing door)
          Hi Vincent. Mom, where's my
          barrettes?

LAUREN, Justine's daughter, is 15 and tall and anxious.

                         HANNA
          Hi, sweetie.

                      JUSTINE
          I saw them on the kitchen
              (to Hanna)
          Want me to make coffee?

                      HANNA
              (to Lauren in other
               room)
          No school today?

       Converted to PDF by www.screentalk.org               5.


                         LAUREN (O.S.)
             Daddy's picking me up! We're
             going to see the new site and
             then shopping and lunch.
                 (beat)
             They're not on the table.

                         JUSTINE
             Then I don't know...
                 (to Hanna)
             He's already half an hour late.

                         HANNA
             He gonna show? Or the son of a
             bitch gonna stand her up like
             last time?

Hanna clips a 2" .38 in his waistband.       Justine shrugs and
shakes her head.

                         JUSTINE
                 (starting out of
                  bed)
             Want the coffee?

                         HANNA
             I'm out of time...

He leaves.

                         JUSTINE
             Falls back on the pillow,
             disappointed. It's as if she'd
             been stood-up. The bed sheet
             falls half off of her. She's
             exposed, vulnerable. She looks
             out the window, occluded by light
             muslin, away from us and exhales.

                                                       CUT TO:

INT. MACARTHUR PARK, MEN'S ROOM - ON WAINGRO - DAY

Bare-chested washing at a sink. WAINGRO'S 27. He sports
prison tattoos including an Aryan Brotherhood swastika
covering his abdomen. He's a graduate of the "gladiator
academies," Chino and Tracy.

He's dressed in Army and Navy Store gray workman's clothes.
He combs his long hair straight back off his round forehead.
Now he tucks his shirt in and puts on wrap around shades.

                                                       CUT TO:

       Converted to PDF by www.screentalk.org               6.


EXT. MACARTHUR PARK - WAINGRO

Waits. His shell jacket is in a tight roll under his arm.
Then a garbage truck - a Dempsey Dumpster (the kind with a
power forklift on the front) - pulls up.

                                                    CUT TO:

INT. TRUCK - WIDE - DAY

Michael Cerrito is the driver.

                         CERRITO
          You Waingro?

                         WAINGRO
          Yeah.

He climbs in. Cerrito pulls out. Waingro - delayed -
offers his hand. Cerrito has to wait until he finishes
his gear change to shake it. The timing's a little weird.

                      WAINGRO
              (continuing loud)
          You're Cerrito huh?
              (pause)
          What kinda guy is this Neil?

                         CERRITO
              (loud)
          Okay.

Just do like he says.    Exactly... like ... he ... says.

They have to talk loudly over the clapped-out ENGINE'S
NOISE.

                                                    CUT TO:

EXT. ALLEY - ON GARBAGE TRUCK - DAY

It's ABRUPTLY QUIET. The truck's parked. The two men sit
idly. Waingro finishes take-out coffee and tosses the
empty.

INT. TRUCK - CERRITO

Lights a cigarette. Belatedly, he offers one to Waingro.
Waingro lights up. The two men relax under the swirls of
blue smoke.

                      WAINGRO
          You guys always work together?

                      CERRITO
          All the time.

       Converted to PDF by www.screentalk.org              7.


                      WAINGRO
          Real tight crew, huh?

                      CERRITO
          That's right.

Awkward pause.

                      WAINGRO
          This works good, maybe I could
          go again?

Cerrito looks at Waingro.   He wants to protect his
concentration.

                       CERRITO
          Yeah.   Stop talking, slick...

It ends the conversation. Waingro drums his fingernails
on the dash. He's anxious.

                                                      CUT TO:

CHEVY TOWTRUCK - ON TOWNER - DAY

TOWNER'S a sloppy, nondescript man in his 40's. He slouches
behind the wheel. A Bearcat 210 Scanner is under the dash
and a walkie-talkie on the seat. As in the garbage truck,
it's quiet and he waits. Then:

                      NEIL (V.O.)
              (radio filter)
          You ready if I need you?

                      TOWNER
              (into radio; low)
          Yeah.

                      NEIL (V.O.)
              (radio filter)
          Got their air?

                       TOWNER
          Yeah.

At a low level we HEAR POLICE CALLS.

                                                      CUT TO:

INT. AMBULANCE - TWO SHOT - DAY

Chris and Neil are sitting in the front seat of the
ambulance Neil drove away from the hospital.

       Converted to PDF by www.screentalk.org             8.


                      RADIO ANNOUNCER
              (radio filter)
          ...Daddio's jazz patio on KDCA.
          Brought to you this fine day,
          which is A-okay, by Twister.
          Hey, mister, go out and buy a
          bottle of that
          Twister...Wiiiiiine...

                         NEIL
          Turn it off.

Chris turns it OFF.   A little anxiety develops.

                                                     CUT TO:

INT. GARBAGE TRUCK - TWO SHOT - DAY

                      CERRITO
              (checks watch)
          Time.

Waingro stubs out his cigarette in nervous jabs. Cerrito
pulls from a paper bag two of the rubber masks he bought
and surgical gloves. He and Waingro put them on quickly.
Cerrito has the monster mask three eyes and a twisted mouth.
Waingro is a beautiful woman. Their movements now are
very fast. Cerrito pulls the truck out of the alley.

CERRITO'S POV:

As we approach the street an armored truck passes by. We
fall in behind. At this point we realize these men are
going to pull down an armed robbery of this armored truck.
But, we turn LEFT. The armored truck went straight. Then
we turn RIGHT. However we SEE the armored truck again.
It turned left. Our paths will intersect at 90 degrees.
Meanwhile:

                                                     CUT TO:

INT. AMBULANCE - ON NEIL - DAY

He checks the chamber and then inserts into the    grip of
his 9mm. Browning a 14-shot clip. Chris works      the slide
of a Remington 810, 12-gauge shotgun and puts on    a welder's
helmet. Neil pulls on the rubber mask of Donald     Duck and
slings a stopwatch on a string around his neck.

                      CHRIS
          Their response time?

                      NEIL
          Two minutes, fifty seconds.

                                                     CUT TO:

       Converted to PDF by www.screentalk.org             9.


EXT. STREET - WIDE ON AMBULANCE + STREET BEHIND IT

The lumbering armored truck approaches...

                        NEIL (V.O.)
                (calm)
            We ought to be down the chute
            into the escape route in 2:20.
                (beat; breath)
            Here we go...

                                                     CUT TO:

INT. ARMORED TRUCK - DRIVER'S POV: APPROACHING AMBULANCE -
DAY

With FLASHERS going. Suddenly it pulls diagonally across
the narrow street, as if trying a three point turn: Driver
of the armored truck slams on his brakes.

                                                     CUT TO:

INT. GARBAGE TRUCK - CERRITO'S POV: ARMORED TRUCK IN
PROFILE - DAY

We're accelerating at it.

CERRITO'S FOOT

punches the accelerator.

FRONTAL: GARBAGE TRUCK

a prehistoric beast charging at us.

CERRITO'S POV: JAMMING

at the armored truck.

COLLISION

We SLAM into it,

WIDE: ARMORED TRUCK

knocked onto its side, crushes against a wall.

                                                     CUT TO:

INT. ARMORED CAR - DRIVER - DAY

Stunned, pinned inside. Their world is sideways.     It rains
desposit slips. GUARD ONE grabs the radio mike:

        Converted to PDF by www.screentalk.org        10.


                       GUARD #1
               (into mike)
           211! We're being taken down!

EXT. ALLEY - ON REAR OF ARMORED TRUCK

Neil, Chris, Cerrito and Waingro are on the move...

INT. CHEVY APACHE PICKUP - TOWNER - DAY

Listens to his BEARCAT POLICE SCANNER,

                       DISPATCHER (V.O.)
               (radio filter)
           Car 74, what's your ETA to the
           211 in progress Hoover and 14th?
           Over.

                       CAR 74 (V.O.)
               (radio filter)
           Car 74. Three minutes. Over.

                       DISPATCHER (V.O.)
               (radio filter)
           Car 74. Take it. Car 37, you're
           back-up. Car...

                       TOWNER
               (into radio to Neil)
           There's the call. Three minutes.

                                                  CUT TO:

EXT. STREET - VEIL

With his radio earpiece starts a CHRONOMETER with a LOUD
CLICK.

ARMORED TRUCK - CHRIS

in a welder's mask with the hollow core drill drives the
10" diameter bit into the truck's armored plating. Neil
looks at his stopwatch.

                       WATCH:
           28, 29, 30, 31, 32...

CLOSE - DRILL BIT

SCREAMING of metal as the hollow-core bit tears through
steel.

SHOTS

Neil with his Browning. Cerrito has an AR15 with its stock
collapsed. Waingro has a 9mm. Beretta.

        Converted to PDF by www.screentalk.org                11.


CHRIS

The bit has cut a 10" circle into the side through the
armored plating. Now Chris heaves the drill aside, steps
away, swings up his shotgun as...

CERRITO

swings a sledgehammer at the 10" disc.        It falls inside
as.

NEIL

pulls the pin and tosses a grenade into the hole.        It
EXPLODES and pours smoke.

                          NEIL
                  (yelling after it)
             Next one blows you up!    Out!
             Now...
                  (beat;'shouts)
             Now!

INT. ARMORED CAR - GUARD ONE

Coughing.     His mask doesn't work.   He lurches for the
door...

EXT. STREET - ARMORED CAR

Door crashes down, opens, Guard One falls out. Then GUARD
TWO. The DRIVER comes out his door. Cerrito grabs him.
Neil handles the two Guards.

                         NEIL
             Up against the wall!

He yanks their guns away - his 9mm.      At the back of each
man's head in turn.

THE DRIVER

tries to twist away as a reflex. Cerrito cracks him in
the face with the AR15, driving him to the wall.

WIDE: CERRITO + WAINGRO

cover the three. Neil moves into the Armored Truck to
join Chris who's already inside, ripping it apart,
searching. We see him disregard cash.

NEIL'S STOPWATCH

1:12.

       Converted to PDF by www.screentalk.org            12.


                      NEIL
              (to Chris)
          8o seconds left.    Move it.

WAINGRO

behind the Beautiful Lady mask: trying hard to do good.
His gun jumps from Guard to Guard to Guard.

NEIL

looks at Waingro.   WIDEN.   Waingro's aware of Neil's
scrutiny.

                      WAINGRO
              (to Guard Two)
          Flatten - up against it!    Higher!

He slaps the back of Guard Two's head with the gun barrel.

                      GUARD TWO
              (a big, boastful
               man, quietly)
          ...you didn't have that gun..

                        WAINGRO
          What?!

                       CERRITO
              (cuts in; cool)
          That's true, slick, cause you're
          a real tough guy. But he has
          the gun. And me, too. So shut
          the fuck up.

WIDE

Neil and Chris emerge from the van with one manila envelope.

                      NEIL
          Move out!
              (checks watch)
          38 seconds left!

WIDE: WAINGRO

It's like Waingro can't hear. He's fixated with Guard
Two. Guard Two turns and looks at him arrogantly - more
concerned with his masculine pride than his safety. He's
a stupid man.

WAINGRO'S POV: VERY WIDE

Things happen slowly.

         Converted to PDF by www.screentalk.org          13.


                        WAINGRO (O.S.)
                (quietly)
            ...hadda mouth off? In front of
            them?

Waingro's arm points out at the man - with the gun at the
end - and FIRES.

ANGLE

Guard Two is blown up against the wall.    Driver moves...

NEIL

leaving, spins.

DRIVER

reaching for a two-inch hammerless .38 back-up tucked in
his boot. As he brings it up...

NEIL'S 9MM. BROWNING

FIRES TWO HAMMERED-ON SHOTS.

CERRITO'S AR15

covers Guard One. Guard One stares at the men in the masks.
Once killing begins, he knows what will happen. Cerrito
looks at Neil...

NEIL

angry; nods.

CERRITO

kills Guard One with THREE SHOTS.

ON AMBULANCE

Neil literally throws Waingro into the back.

INT. AMBULANCE - ON CERRITO - DAY driving, lays rubber
down the alley. ON NEIL at watch.

                        NEIL
                (disgusted)
            Ten. Nine.
                (tosses the watch;
                 into walkie-talkie
                 to Towner)
            Blew the margin. Here we come.

                                                    CUT TO:

         Converted to PDF by www.screentalk.org          14.


INT. WHITE CHEVY APACHE TOWTRUCK - ON TOWNER - DAY

We HEAR police dispatcher on the Bearcat scanner.

                        TOWNER
                (into radio)
            One on your tail.

                        NEIL
                (V.O.)
            Here we come.

Towner drops the walkie-talkie out the window.    He's
fastened a professional racing harness.

                                                     CUT TO:

EXT. STREET - REAR SHOT ON AMBULANCE - DAY

Skidding right into another side street.

REVERSE: BLACK + WHITE

in Code 3 scraping between the garbage truck and wall -
roars TO CAMERA. One cop already has his shotgun up.

                                                     CUT TO:

EXT. SIDE STREET - WIDE: AMBULANCE - DAY

Left down the street with FLASHERS going.

WIDE PROFILE: AMBULANCE

Streaks THROUGH THE FRAME.     HOLD and SEE the Chevy towtruck
with Towner.

TOWNER

guns the engine.

BLACK + WHITE

bounces around the corner, the rear end comes out, skidding
left. Towner floors the towtruck. We SEE it's heavy front
bumper RAM the police car sideways.

EXT. GAS STATION - BLACK + WHITE

Is SMASHED SIDEWAYS into the station, careens off two cars
filling up...

ANGLE

... plows through a rack of pumps, takes out the air and
water reservoirs and wraps itself around a lamppost.

        Converted to PDF by www.screentalk.org           15.


Towner's towtruck's gone.

                                                     CUT TO:

EXT. RESIDENTIAL SIDE STREET - AMBULANCE - DAY

Pulls in and parks. Everyone abandons it, leaving masks,
rubber gloves, equipment, outer clothing inside. They
cross to a Chevrolet Caprice. They climb in. They pull
out.

                                                     CUT TO:

EXT. GAS STATION - WIDE - DAY

One   cop has a cut forehead, tries to stand. Two more black
and   whites pull in - flashers going. The driver staggers
out   from behind the wheel and tries to shake clarity into
his   head. He sits on the pavement.

                                                     CUT TO:

EXT. LAX PARKING LOT - WIDE BETWEEN THE CARS - DAY

Planes ROAR overhead in landings or takeoffs. Yellow vapor
lamps glare. It's gaudy with lights. Neil and a man named
NATE are parked next to each other facing opposite
directions. Nate's 50 - an ex-prize fighter with his nose
all over his face in a silver Mercedes. His big muscles
have gone to flab. He wears a yellow rayon shirt. He's
deeply tanned and pock-narked.

Nate functions as a middleman and fence for Neil. All
calls from people who want to contact Neil come to Nate.
Right now he examines the manila envelope from the armored
truck. Neil's in a Lincoln Town car, gray suit, white
shirt, no tie.

CLOSE: ENVELOPE

contains 80 x $20,000 negotiable Treasury Certificates.
Nate's counting.

                       NATE
           A million, six at 40 cents onna
           dollar's 640. Here's a hundred
           forty thou front money. Get you
           the rest, 2-3 days.

WIDE - FROM THE FRONT

Nate gives a large envelope to Neil.

                       NATE
           What happened out there?

      Converted to PDF by www.screentalk.org   16.


                      NEIL
          I don't want to talk about it.

                      NATE
              (re-examining
               securities)
          Wait a minute.

                      NEIL
          What's the matter?

                       NATE
              (laughs)
          You know who these belong to?

                      NEIL
              (takes manila
               envelope)
          "Malibu Securities ...

                      NATE
          You know John Van Zant?

                       NEIL
          No.

                      NATE
          Malibu Securities is a brokerage
          he controls. Planned
          bankruptcies, made out during
          the S&L's, money laundering...

Nate pulls T.C.'s.

                      NATE
              (continuing; laughs)
          You ripped off his Treasury
          Certificates.

                       NEIL
          So what?

He's got insurance.

                      NATE
          That's the point. On top of
          collecting his insurance, maybe
          he wants to buy back his bonds.
          From him I can get you 60 cents
          on the dollar instead of 40.
          Means an extra 320 to you.

                       NEIL
          Try it on.

       Converted to PDF by www.screentalk.org             17.


                      NATE
          You know Cezar Kelso?

                      NEIL
          By reputation.

                      NATE
          He's got this score he's putting
          out and wants you to look at.

                      NEIL
          What do I need look at his score
          for? I got my own.

                      NATE
          He said you'll get near eight
          figures. Very clean.

                      NEIL
              (beat; then:)
          9:00a.M. tomorrow.

                      NATE
          Take it easy.

Neil starts the car.   Nate pulls away in his Mercedes.

WIDE

an L1011 ROARS overhead.   Neil pulls out.

                                                   CUT TO:

EXT. ALLEY - WIDE ON PAVEMENT - DAY

We're looking at chalk outlines of the bodies of Guard one
and Driver from the armored truck. The pavement is
bloodstained. Bright lights illuminate the crime scene.

                      HANNA (O.S.)
          Where's the ambulance?

                      HEINZ (O.S.)
          They dumped it four blocks from
          here...

WIDEN TO REVEAL Hanna who we now identify as a police
lieutenant of detectives. He's just arrived. The alley's
been roped off with sawhorses labeled "crime area." The
armored truck with the holed side is still there. One of
Hanna's crew, DRUCKER, a black intelligence analyst and
technician at 45, was already there. A uniformed SGT.
HEINZ was there first and by procedure took command. It's
his crime scene.

      Converted to PDF by www.screentalk.org          18.


                      HEINZ
          Masks, guns, radios - all left
          behind. No prints.

                      HANNA
          What about the crash, the white
          towtruck.

Two more of Hanna's crew arrive in an unmarked car and
join him: CASALS - bald at 30 and wiry; BOSKO - a huge,
oversized man.

                      HEINZ
          Hasn't turned up. Got a witness:
          janitor next door.

                       HANNA
          I.D. anybody? Plate?
          Description?

                      HEINZ
          Shhaaapes ...
              (beat)
          One big. One thin.    He heard
          it...

Guy's nearly blind.

                      HANNA
              (re: body outlines)
          What about them?

                      DRUCKER
          According to the janitor, he...
              (Guard Two outline)
          Started mouthing off to one of
          the gunmen.

                      HANNA
          Oh, that was smart.

                       DRUCKER
          I figure the other went for...
              (points)
          ... that gun when the shooting
          started. One guy called a guard
          "slick."

                       HANNA
          "Slick?"

                       DRUCKER
          Yeah.   And they ignored the loose
          cash.

Converted to PDF by www.screentalk.org   19.


               HANNA
   'Cause they had no time, cause
   they knew our response time,
   cause they were on our air.

               HEINZ
   You recognize their m.o.?

               HANNA
   Yeah. Their m.o. is that they
   are good. Once it escalated
   into a Murder One beef for all
   of them after they killed the
   first two, they popped guard
   number three 'cause it didn't
   rake any difference anymore, so
   why leave a living witness?
   Drop of a hat? They'll rock and
   roll. Also: the way they went
   into the side indicates they are
   equipped to go in on the prowl.
   So also start looking for recent
   highline burgularies that have
   'mystified' us.
       (to Drucker)
   Run the "slick" bit to the FBI
   and see what it kicks out.

               DRUCKER
   I called it in already.

               HANNA
       (to Casals)
   Split the fences. I'll take
   Cuzomano and Torena. You take
   the East side. Go through the
   tapes of who we been listening
   to.
       (to Drucker)
   Hang in with Forensics on all
   physical evidence.
       (to Bosko)
   How'd they know the route of the
   van and what it was carrying?
   Does Gage print the day's routes?
   What do they do with the
   printouts? Who collects their
   trash? Run makes on all their
   middlemanagement. Did someone
   give this score up?
       (beat)
   Check the three guards. See if
   one of them was a tipster.

        Converted to PDF by www.screentalk.org        20.


                        BOSKO
           What's the vibe: home-grown or
           out-of-town?

                       HANNA
           Out-of-town. Frankly, I hope
           they are scoring once and passing
           through. And I doubt it.

                       HEINZ
           This going to stay in Area?

                       HANNA
           This look like boosters working
           the local Seven Eleven to you?
           It goes to Major Crime.
               (to his crew)
           Go to work.

They move toward the Forensic Unit, scraping tire rubber
and measuring distances as we

                                                  CUT TO:

INT. EARLY 60'S COFFEE SHOP - WIDE - NIGHT

It's 1963 futuristic: flagstone and rubber plants. Most
of the patrons are night people: pimps, hookers, customers,
disintegrating couples, etc. We PAN AROUND the interior
and settle on a booth by a window. In the booth are Chris
and Cerrito on one side and Waingro alone.

                       WAINGRO
           Anybody want some pie?

CERRITO

looks at Waingro, sips his coffee, and looks away again
Waingro is nervous.

CHRIS

sees something in the parking lot.

DOOR - NEIL

enters, crosses to the booth, slides in across from Waingro.

CLOSE

The four men huddle together and talk in a whisper. Neil
pulls out three yellow envelopes, presumably full of money.
Neil will talk about Waingro in the third person as if he
inanimate.

         Converted to PDF by www.screentalk.org            21.


                        NEIL
                (whispered)
            This is a partial   split, but I
            took out of ours   - every - to
            make up...
                (Waingro's)
            ...his full end.    Because I want
            to settle him up   and get rid of
            this jagoff right   now.

Cerrito and Chris looks at Waingro.

                        CERRITO
            Okay.

Chris nods.    Waingro's speechless.   Neil flips him an
envelope.

                        NEIL
                (whispering)
            Fuck off.

Waingro doesn't move.

                        WAINGRO
                (whispered; tense)
            I had to dust him!

Neil grabs the back of Waingro's neck, slams the side of
his face onto the table top and flicks the middle finger
of his left against waingro's temple. Neil could kill
him.

                        NEIL
                (whispered)
            Electricity and chemicals a little
            fucked up?
                (flick)
            You a shooter? Speed? What?

Flick.    Cerrito looks around the coffee shop: it's quiet.

                        NEIL
                (continuing;
                 whispered)
            You didn't have to. Now we got
            extra heat off a clean score.

Waingro does nothing. Neil shoves him into the corner of
the booth. Plates fall. All three get up and walk out.

                                                     CUT TO:

EXT. COFFEE SHOP, REAR PARKING LOT - WIDE - NIGHT

Neil, Cerrito and Chris cross past cars.

       Converted to PDF by www.screentalk.org         22.


ANGLE - WAINGRO

whines, cries and charges into Neil's shoulder from behind
and spins him around, wanting to explain to him. This
time:

NEIL

knees Waingro in the stomach. Waingro folds over. Neil
slams both open palms on Waingro's ears and knees him in
the face. Waingro sprawls over a car hood and falls off.

CLOSER - NEIL

kicks Waingro in the side driving him between cars where
it is more secluded while Cerrito and Chris casually look
a-round and back away to cover him because they know Neil
is going to kill him now. As Neil draws his .45 ...

                         CERRITO
              (low)
          Hold it.

Neil looks. Across the street cruises a black and white.
He watches it pass. His attention goes back to Waingro.
As his .45 comes up.

CLOSER: NEIL

turning, mildly surprised.

NEIL'S POV: NOTHING

Waingro's disappeared.

WIDER: NEIL

searches under cars, carefully.    Nothing.

HIGH + WIDE

Waingro's gone. Neil with Cerrito and Chris following
scan the spaces and shadows as they back out of the large
parking lot.

                                                  CUT TO:

INT. SHIHERLIS APARTMENT - ON CHARLENE - NIGHT

CHARLENE - twenty-six, in skin-tight black pants and black
hair. They're on their way out. The apartment is heavy
on computer games, video gear, appliances and children's
furniture. Re: envelope:

      Converted to PDF by www.screentalk.org         23.


                      CHARLENE
              (counts the money)
          Where's the rest?

                       CHRIS
          That's it.

                      CHARLENE
          Eight thousand dollars?   You
          gotta be kidding me!

Chris enters from the bedroom. While buttoning a shirt,
he's mostly oblivious. It frustrates the hell out of
Charlene.

                      CHRIS
              (off-handed)
          I squared the bookies and we had
          to pay off some guy and were
          short to start 'cause the rest
          is comin', in a coupla days. So
          don't sweat it.
              (checks watch)
          We're late.

Slips on a boot.

                      CHARLENE
          Listen to me. "As The World
          Turns" can get interrupted with
          a news flash of you splattered
          all over the street ...

Pulls on boot two.

                      CHARLENE
              (continuing; running
                on)
          I can get sent up on an accessory
          beef. Your son, Dominick, winds
          up in a home. For $8,000?
              (voice breaks)
          Honey, for $8,000, it ain't worth
          the risk. Risk versus reward?
          Baby?

                      CHRIS
          Don't worry about money. Neil's
          got...
              (checks watch)
          Hey, if we're goin', let's go.

                      CHARLENE
          Where's the club you were going
          to open?

      Converted to PDF by www.screentalk.org   24.


                       CHRIS
          Here comes the "showgirl with a
          future" bit.

                      CHARLEJ
          Shut up! I left for a good thing.
              (beat)
          Why am I even talking to you? I
          can't talk to you. All you are
          is a child growin' older...

                      CHRIS
          The hell's that mean?

                      CHARLENE
          It means we're not making forward
          progress like real adults and
          you won't listen.

                      CHRIS
          I told you: me and Neil got
          planned ...

                      CHARLENE
          "Me and Neil." I'm married to
          you, now. This isn't the fucking
          joint.

                      CHRIS
          Don't mouth off to me!

                      CHARLENE
              (screams)
          I want out of here!

                       CHRIS
              (shouts)
          Well there's the fucking door!
              (opens it)
          Only leave Dominick, the bank
          book and the car keys on the
          kitchen table!

                      CHARLENE
          You can keep that other crap!
          But Dominick goes with me.

Chris shoves her up against the wall.

                      CHRIS
              (suddenly low)
          I'll find ya and kill you, you
          bitch, wherever you are - you
          ever try to take Dominick away
          from me.

      Converted to PDF by www.screentalk.org            25.


He means it. She knows it. He takes the car keys and
goes. She's frozen to the spot.

                                                   CUT TO:

EXT. CERRITO'S BUNGALOW - WIDE - NIGHT

A modest West L.A. bungalow that's been remodeled beyond
neighborhood values. A 1990 Coupe de Ville's in the drive.
Cerrito pulls his black '93 Eldorado up behind it. A
NEIGHBOR shuts off his sprinkler. Cerrito gets out and
pulls the wrapped up doll house out of the trunk.

                      ANITA (O.S.)
              (to Michael)
          Daddy, daddy!

WIDEN TO INCLUDE ANITA CERRITO (7) running up with LINDA
CERRITO (9) not far behind. She jumps into her dad's arms.

                                                   CUT TO:

INT. CERRITO HOUSE - ON CERRITO - DAY

Entering: home theater system, Hawaiian art prints in
lacquer frames.

ELAINE CERRITO - a dark, heavy-set woman who was dynamite
at 25 and still sensual at 40 - enters from kitchen and
kisses cerrito.

                        ELAINE
          Hungry?

                        CERRITO
          Starving.

                      ELAINE
              (searching)
          You okay?

                      CERRITO
              (nods; gives her
               envelope)
          Put this away.

                      ANITA
              (whispers)
          Daddy, what's in the box?

She exits to kitchen.   Cerrito sits down and pulls Anita
onto his lap.

                      CERRITO
          What do you care?

      Converted to PDF by www.screentalk.org             26.


They start shouting: c'mon c'mon.    Elaine enters with her
class of red wine.

                      CERRITO
              (continuing)
          Open it up.

They run out. He whispers to Elaine who sits on the side
of his chair and drapes an arm across his shoulder. Michael
Cerrito is a family man and the nicest guy on the block.

                                                     CUT TO:

INT. UNDERGROUND GARAGE, ENTRANCE - A RECTANGLE OF NIGHT
SKY - NIGHT

Then Neil's Town Car enters down the ramp and passes
through. It's deserted and quiet.

                                                     CUT TO:

EXT. GARAGE - ON NEIL - NIGHT

Driving away in his personal car, an Eldorado in black.

                                                     CUT TO:

EXT. SANTA MONICA 3RD STREET - ON NEIL - NIGHT

It's almost deserted. Neil enters from Arizona Avenue.
He's alone. It's windy. The collar of his gray suit is
up, the lapels are closed over his white shirt.

                                                     CUT TO:

INT. HENESSEY AND INGALLS BOOKSTORE - NEIL - NIGHT

Looks at a large book in the Engineering section. He
specifically flips back and forth between full-color plates
of electronic micrographs of different kinds of steel.

                      EADY (0. C.)
          Help you with something?

                        NEIL
              (looks)
          No thanks.

WIDEN TO INCLUDE EADY TSE - 28, 5'8". Chinese, long black
hair to her waist. Her face is high cheek-boned and
intelligent. She wears a gray corduroy smock over a
turtleneck shirt and jeans. She speaks English in American
vernacular with only the slightest trace of an accent.

      Converted to PDF by www.screentalk.org          27.


                      NEIL
              (continuing)
          You closing in a few minutes?

Eady leans back against the book case.

                      EADY
          Yeah.
              (yawns)
          Excuse me.
              (beat)
          You interested in metals?

                          NEIL
                (alert)
          No.
              (lies)
          It's the color reproduction of
          these plates...

                      EADY
          We have a first edition of
          Kandinsky's Theory of Color with
          hand pulled lithographic prints
          bound in. Would you like see
          it?

                          NEIL
          Sure.

Crossing store.

                      EADY
          I see you in here before.

                      NEIL
          You're open late.       Not many open
          this late.
              (beat)
          What's your name?

Holds out hand.

                       EADY
          Eady.   Eady Tse.      What's yours?

                     NEIL
              (lies)
          Bukowski. Neil Bukowski.

He holds onto her hand and stares down into her face.
They both smile. She laughs and looks away first. They
continue to a rear locked case.

                                                  CUT TO:

      Converted to PDF by www.screentalk.org            28.


INT. HANNA'S CAR TRAVELLING - HANNA - NIGHT

Floating through the green xenon nightgown, hits a stored
number in his cellular phone's memory.

                       CASALS (V.O.)
          M. C. U.

                      HANNA
              (cuts in)
          Bobby, it's me.

                      CASALS (V.O.)
          Boss, whoever's fencing the Bearer
          Bonds is either highline or out-
          of-town. Everyone's talking
          about it. No one knows about
          it.
              (beat)
          Schwartz went through the indexes
          on recent surveillance tapes?
          No armored cars. No witnesses
          on who stole the ambulance.

                      HANNA
          Albert Torena call me back?

                       CASALS (V.O.)
          No.

                                                    CUT TO:

INT. HANNA CONDOMINIUM - HANNA - NIGHT

Lets himself in the door.   He's beat.   He throws his coat
at the chair.

INT. KITCHEN - STOVE

The dried-out remains of dinner. Hanna roots around, grabs
a lamb chop, forgets the rest and goes into the living
room. INT. HANNA LIVING ROOM - JUSTINE sees Hanna, goes
back to book.

                       HANNA
          Hi.

                      JUSTINE
          Where have you been?

                      HANNA
          Work. Harvey show or'd Lauren
          get stood up again?

                      JUSTINE
          He didn't even call her.

      Converted to PDF by www.screentalk.org            29.


                         HANNA
             What an asshole. She okay?

                         JUSTINE
             She's been in her room all day
             and won't talk. So "no," she's
             not okay. And neither am I.
                 (even tempered)
             If I try to create something
             like a mood between us you back
             away. I made a great dinner for
             us. That was four hours ago.
                 (beat)
             At least get yourself a plate...

                         HANNA
             There's three dead bodies in an
             alley off Adams.
                 (beat)
             I'm really sorry the lamb got
             overcooked.

Justine looks at him, elegantly rises, exits into the
bedroom and closes the door.

                         HANNA
             Looking after her is tired.
             Very tired. He doesn't know why
             he said what he did. He regrets
             it. So he turns on his TV to
             watch the news and his eyes glaze
             over.

                                                  CUT TO:

INT. DINER - GRILLMAN - NIGHT

Flips eggs, bastes, and covers them. The grill is all
quilted steel and immaculate. At the other end of the
counter a waiter reads a paper.

NEIL AND EADY

on stools.

                         EADY
             What do you do?

                         NEIL
                 (looks at her, then
                  away)
             Swimming pools. Institutional.
             Schools, State, counties. I'm
             on the sales end.
                         (MORE)

         Converted to PDF by www.screentalk.org        30.


                        NEIL (CONT'D)
                (to Grillman)
            Let me have another coffee.
                (beat)
            You like selling books?

                         EADY
                (simply)
            Yeah. Especially fine art books.
            I study them.

                         NEIL
            Yeah?   Like what?

A little hesitant, Eady drinks her coffee.

                        NEIL
                (continuing)
            Tell me.

                        EADY
            There's a Skira edition of
            Delacroix charcoal sketches, I
            like...

                         NEIL
            What else?

                        EADY
            Asian art work.

                                                   CUT TO:

EXT. EADY'S HOUSE, BALCONY - NEIL + EADY - NIGHT

The house is high in the hill's over sunset. They stare
down at the City - like an ocean of small lights. From
the previous scene we HEAR:

                        EADY (V.O.)
            The plates are mezzotints. They
            evoke a feeling Japanese painters
            called "sabi". They believed
            there were eight scenes of
            transcendental loneliness. They
            painted them over and over again.
            One is a flock of geese hovering
            over a field. There's always
            mist. It's painted just as the
            leader touches down.

Pause.    They drink scotch in highball glasses.

                        NEIL
            City of lights.

      Converted to PDF by www.screentalk.org               31.


                         EADY
          Yeah.

                      NEIL
          I flew over the arctic once at
          40,000 feet. The moonlight was
          blue on all the snow. It felt
          like that.

There's a long pause.    Then:

                      EADY
          Do you travel a lot?

                         NEIL
          Yeah.

                      EADY
          Are you lonely?

                        NEIL
          I'm alone.    Not lonely.

He pulls her closer.    A pre-dawn red band cracks the
horizon.

                         NEIL
                 (continuing)
          You?

                      EADY
          I get lonely.

His hands hold her face as he looks into her eyes and she
moves to him.

                                                DISSOLVE TO:

INT. BEDROOM - WHITE - NIGHT

Fills the screen as we PAN ALONG the drapery of sheets to
Neil's wide-awake eyes. Next to him Eady's asleep.

                                                DISSOLVE TO:

SAME - HIGH ANGLE OVER NEIL ONTO EADY - LATER

Neil is dressed now.    He stands at the foot of the bed
looking at Eady.

                                                DISSOLVE TO:

NEIL'S HAND

enters with a glass of water wrapped in a paper napkin and
sets it on the bedside table.

      Converted to PDF by www.screentalk.org             32.


It's odd: a convict's meticulousness. He moves the covers
up to her chin. There is to his touch, tenderness, as if
they were longtime lovers.

We realize what we are seeing is the emotionality Neil
McCauley keeps in the closet.

                                               DISSOLVE TO:

HIGH + WIDE

Neil is gone. He paused for that moment before he left,
as if to engrave her image in his memory.

                                                    CUT TO:

INT. ALBERT TORENA'S APARTMENT - ALBERT TORENA - DAY

Answers the door. Daylight floods in past the silhouette
of Hanna who shoves Torena in the chest, knocking him into
the apartment. Hanna, following him in...

                      HANNA
          You were supposed to get back to
          me last night. So where the
          fuck were you, Albert?

                      ALBERT
          I couldn't break free, man!

                      HANNA
          I oughta violate your ass right
          now.

                      ALBERT
          I was all night hitting up Los
          vatos like one of those flamenco
          matador guys. Cuttin' in real
          smooth. Generating leads and
          shit. I'm a dancer, man!

ALBERT TORENA'S an anorexic Latino fence. Hanna scans the
apartment. Religious objects crowd the mantle. Fourteen
stolen tv's in packing cases in the dining room.

                      HANNA
          You're a bust-out speed freak
          jackin' metamphetamine again.
              (beat)
          I'm in a hurry.

                      ALBERT
          You talk to my brother, Raoul.
          He meet you tonight at...

      Converted to PDF by www.screentalk.org            33.


                       HANNA
          No.   Right now.

                      ALBERT
          I implore him, man. But he say
          "no."
              (beat)
          He in Phoenix. Tonight's the
          best I can do for you. The Zebra
          on Crenshaw. Eleven o'clock.

                      HANNA
          You be there, too.

                        ALBERT
          Mon, I go

                        HANNA
          Be there!

Hanna leaves.

INT - TRAILER - CEZAR KELSO - DAY

                      CEZAR
          I picked you out to pitch it to
          first, but don't think you're
          the only action in town and I'm
          giving it away. 'Cause I'm not.

                                                    CUT TO:

WIDEN TO INCLUDE NEIL - who doesn't say anything.   CEZAR
KELSO'S a large crippled man in a wheelchair.

                        NEIL
          What is it?

                      CEZAR
          A bank. On Thursdays it gets
          cash deposits for distribution
          to other branches. The branches
          have to buttress their cash
          accounts to handle Friday payroll
          checks from a Toyota and Nissan
          plant, a steel mill and two
          refineries. One day a week,
          Thursday, the main branch carries
          the full whack.

                      NEIL
          You want a $100,000 advance,
          against a full 101. Why?

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               CEZAR
   'Cause I can get it. 'Cause
   this is the best thing I seen in
   three years. 'Cause a screw-up
   makes 10 percent of nothin' equal
   nothin'. And 'cause those are
   the terms and they ain't
   negotiable.

               NEIL
   On the prowl or strong?

               CEZAR
   Strong. Through the front door.
   During the day.

               NEIL
   How many guys?

                CEZAR
   Four.   Three plus a driver.

               NEIL
   That's not a $100,000 worth
   anything. You're giving me an
   address to what's strictly a
   cowboy score: "Get the guns and
   let's go!" We smash, grab and
   boogie while they hit the alarm.

               CEZAR
   Three alarms. And that's why
   the price. 'Cause you chop-in
   through the roof the night before
   on the prowl and bypass 'em. I
   got circuit diagrams, blue prints,
   the works. So yeah, they hit
   the alarms, but nothing gonna
   happen.

               NEIL
   Do I have to kill people?

               CEZAR
   I doubt it. Two men have the
   two keys to open the box.

               NEIL
   Full architectural, plumbing and
   electric, camera placements?

                CEZAR
   All of it.

               NEIL
   What do you estimate?

      Converted to PDF by www.screentalk.org          35.


                      CEZAR
          Eight point, one. Eight point,
          two million dollars.

That gives Neil pause. Kelso gets satisfaction from Neil's
reaction to the amount. Then:

                      CEZAR
              (continuing)
          Where's Nate?

                       NEIL
          He hadda make a call.
              (beat)
          You're on.
              (rising)
          Here's five grand earnest money.
          You get the rest after lunch.

They shake hands.

                                                  CUT TO:

EXT. TRAILER COURT, PAY PHONE - NATE - DAY

                      NATE
          Look, Van Zant. Nobody knew the
          merch was yours or they would
          have respected it. Be that as
          it may: now you get 100% from
          the insurance company and you're
          even, plus you can get the bonds
          back for 60 cents onna dollar.
          You make an additional 40%.
          Your operation doesn't skip a
          beat, and everybody's making
          out.

                                                  CUT TO:

INT. MALIBU SECURITIES, VAN ZANT OFFICE - VAN ZANT - DAY

On the phone to Nate. There's green forest and blue water
dioramas inset into wood-panelled walls.

                      VAN ZANT
              (into phone)
          Sure. You got a deal.

                      NATE (0.   S.)
              (phone filter)
          Good. Cause there's    no percentage
          in everybody getting   their
          underwear in a twist   over this.

      Converted to PDF by www.screentalk.org          36.


                      VAN ZANT
              (into phone)
          Absolutely. You have your man
          call me to set the meet.

                      NATE (O.S.)
              (phone filter)
          Usually I'm the mailman.

                      VAN ZANT
              (into phone)
          I don't want to involve extra
          people. What the fuck do I want
          all kinds of people meeting each
          other for?

                      NATE (O.S.)
              (phone filter)
          Okay.

                      VAN ZANT
              (into phone)
          Nice talking to you...
              (click)
          Van Zant hangs up. He's a tall
          avuncular man with a flabby belly
          and Arrow shirts: an accountant.
          HUGH BENNY, a very large juice
          collector, is in the office.

                      HUGH
              (incredulous)
          You gonna deal with these people?

                      VAN ZANT
          So word hits the streets it's
          okay to steal my stuff? I'm
          gonna kill the sonsa-bitches.

                                                  CUT TO:

EXT. KELSO TRAILER COURT - NEIL - DAY

Entering from Kelso's trailer, meets Nate halfway to the
car. Walking and talking:

                         NEIL
          I bought it.

                      NATE
          What I tell you?

                         NEIL
          The bonds?

      Converted to PDF by www.screentalk.org             37.


                      NATE
          We're on. You call him
          tomorrow...
              (gives slip paper)
          ... and set a meet.

                       NEIL
          How is he?

                       NATE
          Very cool.   He's a businessman.

They walk to their cars and leave.

                                                     CUT TO:

INT. LILLIAN'S CAR - LILLIAN AND BREEDAN - DAY

Pull into Robert's Coffee Shop in Culver City. BREEDAN at
29 he's an ex-Eight Trey Hoover Street Crip with lots of
scars who just did five years in San Quentin and is
straightening up. He's gangster clean and pressed and
it's there in his body movements and eyes.

                      LILLIAN
          Here it is.
              (kisses him)
          You okay?

                      BREEDAN
          Don 't worry, baby.   Gonna do
          good.

She laughs and drives away.

                                                     CUT TO:

INT. ROBERT'S COFFEE SHOP, KITCHEN - BREEDAN - DAY

Enters the kitchen. The manager is SOLENKO - large with
gray features, smallpox scars and thinning hair. He's
forty-five. NOISE OF DISHWASHER, P.A., POTS CLATTERING.
Solenko throws orders together and plates onto the metal
counter for waitress to pick up. They shout over the
RACKET.

                      BREEDAN
              (has to shout)
          I'm Breedan. You Solenko?

                       SOLENKO
              (shouts)
          Yeah. Fucking hillbilly grill
          ran didn't show. Been here since
          4:30. You know this kinda
          operation?

      Converted to PDF by www.screentalk.org              38.


                       BREEDAN
              (shouts)
          The grill. Yeah.

                       SOLENKO
              (shouts)
          Grill? Empty the garbage, mopout
          the toilets. You gimme a hard
          time, I'll find something to
          violate you back and blow your
          parole.
              (beat)
          You kick back 25% of your salary
          to me under the table. Grierson
          your parole officer? Right?

                      BREEDAN
              (shouts OVER NOISE)
          Yeah.

                      SOLENKO
              (shouts back)
          Check it out. Change in the
          back. Hurry up.

At this point we don't know what David Breedan's doing in
this picture.

                                                     CUT TO:

INT. XYZ DISCOUNT APPLIANCES BACK OFFICE - JOE CUZOMANO -
DAY

Hears a buzzer and looks up.     His eyes go to a video
monitor.

VIDEO MONITOR: HANNA

among the racks and tv sets playing the sane soap.

                      HANNA (0 .S.)
              (filtered)
          Cuzomano. Open up.

Joe pushes a button. The electric lock is released.
CUZOMANO is a 300-pound fat man.

                      HANNA
          Whaddaya hear, whaddaya say?.

                      CUZOMANO
          Hiya, Vincent. About what?

      Converted to PDF by www.screentalk.org           39.


                      HANNA
          About this crew that knocked
          down three guards yesterday and
          took a Gates Armored truck.
          Bearer Bonds. Start making calls.

Cuzomano starts punching numbers into his phone.

                      CUZOMANO
              (into phone)
          It's Cuzomano. Get me Francis.
              (while we're waiting)
          How'd I hear about this?

                      HANNA
          Ridin' the airwaves. On every
          news channel. Turn on a fucking
          radio!
              (pause)
          Try to broker the Bonds. Make
          some money. Then you'll shift
          into Flip-o-matic and tell me
          who they are. And what they are
          doing next.

                      CUZOMANO
              (Francis is on the
               line)
          Hey, Francis!
              (Francis answers)
          That score went down yesterday?
              (beat)
          Yeah, I'm lookin' to handle all
          or a piece of the merch. All I
          got are yo-yo's. One brings me
          a container of Armani suits? He
          didn't know they were knockoffs.
          Schmuck stole knockoffs. They
          should make stupidity a felony.
              (beat)
          You hear who they been downed
          to?

Cuzomano gets an answer. He shakes his head "no" to Hanna.
Hanna's out the door. Cuzomano breathes easier.

                                                   CUT TO:

EXT. NEIL'S APARTMENT BUILDING - WIDE - DAY

The Camaro slides soundlessly down Wilshire and into the
underground garage of a high-rise, green glass steel.

                                                   CUT TO:

       Converted to PDF by www.screentalk.org              40.


INT. NEIL'S - APARTMENT - NEIL - DAY

Enters. It's white and barren. A TV SET     in one corner on
the floor PLAYS a MUTE GAME SHOW. Chris    is rolled up in a
blanket in front of it. The apartment is    lived in by one
man. It tells us Neil's personal life is    a blank.

NEIL

comes out of the bedroom with a pillow. He yanks Christ
shoes off. Neil punches a number. RINGING. Then:

                      CHARLENE (V.O.)
              (phone filter)
          Hello?

                      NEIL
              (into phone)
          Chris is here. I called so you
          shouldn't worry. What's wrong?

                                                    CUT TO:

INT. SHIHERLIS BEDROOM - CLOSE ON CHARLENE IN BED - DAY

Charlene rubs sleep from her eyes.    Switches hands on the
phone.

                       CHARLENE
               (into phone; wary)
          Husband and wife stuff.    That's
          all.

                      NEIL (V.O.)
              (phone filter)
          He can sleep it off here.

                      CHARLENE
              (into phone)
          Thanks, Neil.

She hangs up and closes her eyes.    She hates his guts.

                                                    CUT TO:

INT. NEIL'S APARTMENT, KITCHEN - CHRIS - DAY

Is hung over. Neil brings coffee to a Formica table.
Chris's shirt from last night is ripped and his lip's cut.
He looks like hell. Neil puts his Browning on the table.

                      NEIL
          What happened to you?

      Converted to PDF by www.screentalk.org          41.


                         CHRIS
             When you going to get some
             furniture?

                         NEIL
             When I get around to it.

                         CHRIS
             My mouth tastes like a sewer.

Chris crosses to the sink and turns the dish sprayer onto
his face and the back of his neck.

                         CHRIS
                 (continuing; comes
                  down)
             Charlene's going to leave me.

Big pause.

                            NEIL
                    (quietly)
             Why?

                         CHRIS
             There ain't no steaks in the
             freezer.

                         NEIL
             With everything we been taking?

                         CHRIS
             Last trip to Vegas and the
             Superbowl took care of that.
             When you gonna get an old lady?

                         NEIL
             When I get around to it. You
             got something else on the side?

                         CHRIS
             Nothing regular.

                         NEIL
                 (quiet)
             She got another man?

                            CHRIS
             No.

                         NEIL
                 (quietly)
             You sure?

      Converted to PDF by www.screentalk.org             42.


                       CHRIS
              (rising)
          Yeah, I'm sure.

                      NEIL
          Jimmy - whatsisname - Bohunk, in
          the joint used to say: "On the
          street you wanna be makin' roves,
          you don't put anything in your
          life you can't walk out on in 30
          seconds flat if you spot heat
          around the corner."

                      CHRIS
          Jimmy Banghart. And to hell
          with Jimmy Banghart.
              (beat)
          I'd rather go ten rounds with
          Jesus Christ than fuck with her.
          But she and Dominick save my
          life, man; everyday. Everyday...

                      NEIL
          So?

                      CHRIS
          So.

Their feelings and understanding run deep.    Chris is
committed to making it work.

                      NEIL
          Taking delivery from Van Zant on
          the rest of the armored car cash.
          I gotta drop a deposit on Kelso.
          He's got a bank score.

                      CHRIS
          What about the platinum?   It's
          ready to fall ...

                      NEIL
          That goes, too. Meet me at the
          coffee shop at noon. I got stuff
          to do...

Neil slips his Browning back into his waistband.

                                                    CUT TO:

INT. HOTEL ROOM - MARCIANO - DAY

MARCIANO is Las Vegas sharp at 48: a tall, tanned,
ponytailed, middle-aged hustler and sucker for a young
chick. His phone is ringing. He answers it.

      Converted to PDF by www.screentalk.org        43.


                        MARCIANO
                (into phone)
            Hello?

INT. SHIHERLIS BEDROOM - CHARLENE - DAY

Drinking coffee, speeding.

                        CHARLENE
                (into phone)
            Alan.

                           MARCIANO (V.O.)
                   (phone filter)
            Hey!

                        CHARLENE
                (into phone)
            I've had it with him. I've had
            it. Can you get us out of here?

                        MARCIANO
                (into phone)
            Absolutely. I got a coupla orders
            to write. Meet you at 12.

EXT. HAMBURGER STAND - CLOSE NEIL - DAY

On phone.

                        EADY (V. 0.)
                (after a pause;
                 phone filter)
            Hello?

                        NEIL
            How you doing?

                                                CUT TO:

INT. EADY'S HOUSE - EADY - DAY

In an ink-stained smock.

                        EADY
                (into phone)
            Neil. I wondered when you'd
            call.

                        NEIL (V.O.)
                (phone filter)
            I been real busy.

                        EADY
                (into phone)
            Good.

      Converted to PDF by www.screentalk.org            44.


                         NEIL (V..O.)
                 (phone filter)
             Can I see you?

                         EADY
                 (into phone)
             I was worried... was just...
                 (uncomfortable)
             ...the one night. You know?

                         NEIL (V.O.)
                 (phone filter)
             Not for me it wasn't.

                         EADY
                 (into phone)
             Me either.

                         NEIL (V.O.)
                 (phone filter)
             Tonight. I'll pick you up at
             work.

She hangs up.    He wonders about doing this, puts it aside.

                                                    CUT TO:

EXT. HAMBURGER STAND, PHONE BOOTH - NEIL

Takes a deep breath. Maybe he's not sure of what he's
into. It passes. He crosses the counter.

Across the street is the Hiawatha Motel in 40's stucco and
desert pastels and Charlene's yellow El Dorado parked next
to a Lexus in front of Room 18.

                         NEIL
                 (to Cook)
             Change for a dollar?

                         COOK
             There you go, honey.

NEIL DIALS

                         TELEPHONIST (V.O.)
                 (phone filter)
             Malibu Securities.

                         NEIL
                 (into phone)
             Yeah. Van Zant.

Suddenly Neil turns because he sees.

      Converted to PDF by www.screentalk.org           45.


NEIL'S POV: ALAN MARCIANO

leaves Room 18, waves goodbye to Charlene and crosses to
Lexus.

                         VAN ZAPT (V.O.)
                 (phone filter)
          Yes?

                      NEIL
              (into phone)
          About the merchandise.    What's
          the story?

In the b.g. Marciano pulls away.

                      VAN ZANT (V.O.)
              (phone filter)
          Give me your number and somebody
          will call you right back from a
          different line to set the meet.

                      NEIL
              (into phone)
          333-6089.

He hangs up. He waits.     The PHONE RINGS. He answers. He
says nothing. He nods.     He hangs up. He crosses the street
lot to the Motel.

EXT. ROOM 18 - WIDE

Neil knocks.

                         CHARLENE (O.S.)
          Yes?

                         NEIL
          Open up.

She does. She closes her eyes, resigned to doom.    He walks
past her into the room.

                                                   CUT TO:

INT. ROOM 18 - WIDE - DAY

One unmade bed. Neil looks.At the tacky interior. He
crosses to the bathroom and turns on the water. He advances
on Charlene who's backing up.- She falls over a waste can.

                      NEIL
          Who was that guy?

                      CHARLENE
          I won't tell you.

      Converted to PDF by www.screentalk.org            46.


                      NEIL
          Listen...

Neil kicks the waste can out of the way.    It clatters across
the room.

                      NEIL
              (continuing)
          We got to know who he is!

                      CHARLENE
          Nobody, Neil! A liquor wholesaler
          from Las Vegas. Alan Marciano.

                      NEIL
          What he tell you? How connected
          he is? Get you a spot in a show?

                      CHARLENE
          I figured it out for myself!

Neil closes in.

                      NEIL
          Chris is gonna straighten it up
          with you. And you ...

                      CHARLENE
          It's too late! I'm sick of it!
          I'm sick of you.

                      NEIL
          I'm not part of your situation!

Charlene gets attentive.   She's backed into the corner and
can't get any smaller.

                      NEIL
              (continuing)
          Not anymore. And Chris has got
          two big jobs back-to-bick. You
          will give Chris this shot.
              (beat)
          After that, he fucks up, then
          okay.
              (beat)
          I will finance setting you up,
          separate, myself. Dominick will
          go with you. And my word counts.
          But right now he is puttin' it
          all on the line. So for the
          three of you, you are goin', to
          give Chris one more shot.

Neil grabs the whole lower part of her face in one hand.
His face is inches from hers.

      Converted to PDF by www.screentalk.org           47.


                      NEIL
              (continuing; quietly)
          Now that is what it is gonna be
          .

Charlene hesitates; then acquiesces.

                      CHARLENE
              (quietly)
          All right.

Neil leaves.

EXT. CRENSHAW BLVD. - HANNA'S CAR - NIGHT,

Weaves through traffic.    Horns BLARE.

                                                   CUT TO:

EXT. ZEBRA CLUB - DOORMAN - NIGHT

A muscular black man named ALPHONSE has his back to us at
the rear delivery entrance to a mall awash with Korean
neon.

                      HANNA (O.S.)
          Gimme all your money!

Hanna's jammed two fingers in his back.   Alphonse spins;
sees it's Hanna.

                      ALPHONSE
          Cuz, one day you get coldblasted
          with that shit.

                      HANNA
          Ain't gonna be you, mo-fo.

                      ALPHONSE
              (low)
          Homeboys talkin' about it.
          Nothin' solid. Just B-boy jive
          'bout outta-towners. Crew's
          from outta town. I hear
          something; I drop a dime.

                         HANNA
          You holdin'?

Alphonse flips Hanna a small vial of coke.

                         ALPHONSE
          Onna house.

      Converted to PDF by www.screentalk.org            48.


Filtering up from downstairs comes 80dB of Jane's
Addiction's cover of "Sympathy for the Devil".

                                                    CUT TO:

INT. FREIGHT ELEVATOR - HANNA - NIGHT

Descending alone uses a small, black, carbon steel sheath
knife to take two hits from the vial. He shakes off the
initial blast, pockets the vial, the doors open, Jane's
Addiction's LOUDER. We're ...

INT. ZEBRA - HANNA

Crosses through the mostly black, affluent crowd of players,
gangsters, dopesters, models and security in business suits
openly carrying and wearing headset radios. Hanna crosses
through like he owns the place, gestures to the bartender
and slides into...

INT. BOOTH - RAOUL TORENA

                      HANNA
          What do you got?

                      RAOUL
              (conspiratorial)
          This crew's ripping Porsches out
          of Orange County. Horrell, Piper
          and Voight. They're working in
          the back of a trim shop on Irvine.
          Somebody was to pay him a visit
          this weekend, they'd find a
          metallic blue Turbo...

RAOUL TORENA, Albert's brother, is a thirty-five-year-old
with crew-cut black hair and a Varri Uomo sport jacket.
WIDEN To INCLUDE Hanna.

                      HANNA
          ...lookin' for me to rid you of
          your competition?

                      RAOUL
          I'm a good citizen.

                      HANNA
          You got something to say, or
          what?

                      RAOUL
          Mi carnal: if I tell  you what I
          got to tell you, how  do I know
          you gonna do what the  fuck I
          just told you I need  to get done?

      Converted to PDF by www.screentalk.org             49.


Hanna's gaze drifts up into Raoul's eyes: it's deadly.

                      ALBERT
              (alarmed)
          Raoul, Hanna do what he say!
          That's why I reached for you..

Hanna jerks Raoul by the front of his Verri Uomo which is
being destroyed in Hanna's fists.

                      HANNA
          I'm not your 'carnal, you little
          motherfucker.
              (beat)
          And you 'know' 'cause I say so...
          after I hear what you got to
          tell me!

                       RAOUL
          Okay!   Okay...

Hanna throws him back against the bench.

                      RAOUL
              (continuing)
          This is valuable shit! I could
          get killed telling you this shit!

Low, flat and deadly:

                      HANNA
          You can get killed ... walking
          down the street...

                      RAOUL
              (whisper)
          A dude I knew in McNeil's been
          out a couple, three years.

                        HANNA
          Yeah?

                      RAOUL
          He's an action junkie. If he'd
          said nothin', I'd a thought
          nothin'. But he goes on and on
          into extra overtime on how he
          ain't been do-in' nothin' and
          then I know this cat's got
          something goin' down...

Raoul leans back in the booth, nods his head, proud of
this pearl of information. Hanna looks at Albert like
he's crazy.

      Converted to PDF by www.screentalk.org      50.


                      HANNA
              (to Albert)
          What's wrong with you? You drag
          me here to waste my time like
          this?
              (to Raoul)
          You saw a guy on the street...
          who's an ex-con?

                      RAOUL
          Yeah.

                      HANNA
          ...what do you expect for that?
          A Junior G-Man badge?

                      RAOUL
          You gonna make the call on the
          Porsches?

                      HANNA
          Are you kidding?

Hanna gets up to leave.

                      RAOUL
          I'm telling you this slick is
          double-duty! A real doubleblank
          mo-fo.

                      HANNA
          What?

                      RAOUL
          Huh ... ?

                      HANNA
          You said "slick."

                      RAOUL
          Yeah, that's what he calls people.
          "Slick."

Hanna plays it low key.   Hanna sits back down.

                      HANNA
          Tell me about him...

                       RAOUL
              (thinks)
          Six feet, built. Lotta jailhouse
          tattoos. Peacock right here.
          Probably was a shooter once Heavy
          time: Attica, Marion, could do a
          nickel or dine standing on his
                       (MORE)

      Converted to PDF by www.screentalk.org         51.


                       RAOUL (CONT'D)
          ear. He's in C-block two days,
          and in the shower some Muslim
          comes up into his face and he
          cuts the guy a new opening for a
          colostomy bag and goes back to
          shampooing his hair...
              (laughs)

                      HANNA
              (leans in)
          What's his ... name..

                     RAOUL
              (easy)
          Cerrito. Michael Cerrito.

                                                 CUT TO:

INT. CAR - HANNA - NIGHT

On the phone. The back side of downtown is a wall of light
moving past as ...

                       BOSKO (V.O.)
              (filter)
          Jacket's two inches thick.    38
          busts since 1976.

INT. LAPD, MCU OFFICE - BOSKO - NIGHT

Hanna's on the speaker phone.   Casals enters.

                      BOSKO
              (into phone;
               continuing)
          Two for murder one. Eleven for
          armed robbery. Three convictions.
          Two out of a three year beef in
          Attica. Three years in
          Statesville. Five years in
          Riker's Island off a knock-back
          to involuntary manslaughter
          Narcotics record. Methadone
          treatment. Two kids. Wife's
          named Elaine. Strictly a cowboy.

                      HANNA (V.O.)
          Who else have I got?

                      SCHWARTZ
          Drucker, Casals and me, boss

                      HANNA (V.O.)
          Bob, get on the house.
                      (MORE)

      Converted to PDF by www.screentalk.org             52.


                      HANNA (V.O.) (CONT'D)
          24 hour surveillance, title
          search, the works. Drucker and
          Casals bug the car and whatever
          else we need, remembering it
          won't be evidentiary.
              (beat)
          When he moves or sits - like in
          a restaurant.

INTERCUT WITH:

Bosko answers another phone, puts that line on "hold" as...

                      HANNA (V.O.)
              (continuing)
          I want pictures of who he moves
          and sits with. Then run makes
          on them and their cars. They
          got jackets? I want to see who
          they move and they sit with and
          give them the same treatment.
              (beat)
          Bosko. Work the neighborhood.
          Tail the wife. Look for a drop
          that could garage a work car and
          tools. That's it.

                      BOSKO
              (re: phone)
          Richie the Medical Examiner's
          holding.

                       HANNA
              (into phone)
          Conference him in.
              (clicks)
          Yeah? Richie?

                      RICHIE (V.O.)
          Vincent, can you fall by a crime
          scene on the strip? I think I
          got another one.

"Sympathy for the Devil" gets LOUDER and washes across
onto...

                                                  CUT TO:

EXT. SUNSET. BOULEVARD MOTEL AND ALLEY - NIGHT

Neon under the vapor lamps. O.S. the cacophony of horns
and sirens. Pimps and hookers crowd the background. A
crime scene area near the garbage cans is roped off. An
ambulance, black-and-whites, a Medical Examiner's van clog
the alley.

        Converted to PDF by www.screentalk.org        53.


CRANE DOWN as Hanna's car pulls in and he approaches the
Medical Examiner, RICHIE, 25-35, black, diamond earring,
gray lab coat.

                       RICHIE
               (to Hanna)
           Here's how we found her.

POLAROID - BLACK PROSTITUTE

in a nightgown, folded over the lip of a garbage can at
the waist. She's a pitiful rag doll. Someone killed her
and then threw her away.

HANNA

is too controlled.    Anger's underneath.

                         HANNA
           How old?

                       RICHIE
           Sixteen, seventeen.

                       HANNA
           How'd she die, Richie?

                       RICHIE
           Blunt instrument. Cerebral
           hematoma.

                       HANNA
           Who are they?

THEIR POV: HEAVYSET BLACK WOMAN

and two stunned young boys. She's crying and arguing with
two uniformed LAPD trying to hold her back. One LAPD is a
black woman. The heavyset woman doesn't really know what
happened yet except it's bad.

                         RICHIE (O.S.)
               (low)
           The family.

                       HANNA (O.S.)
           What the hell are they doin'
           here?

RICHIE + HANNA

                       RICHIE
               (low; shrugs)
           It's fucked up. Somebody inside
           knew the girl and called the
           family.

      Converted to PDF by www.screentalk.org           54.


Now Richie bends over the body bag on the ground and unzips
it. We don't see the dead girl. We only see Hanna. A
third uniformed officer in the background spins away.

                      HANNA
          Oh, this is nice.

                      RICHIE
          I wanted you to see this 'cause
          I got a feeling it's serial and
          gonna end up in your court.

                      HANNA
          Homicide getting anywhere?

                      RICHIE
          Nowhere.

Hanna rises. The mother's arguing with the man cop because
she wants to see. Horror and hysteria blossoming through
shock. She pushes the uniformed cop of the way. Hanna
goes to try to help. They grapple.

                      MOTHER
              (reaches out)
          Baby! Where's my baby.!

Anguish. It's a mess. The woman collapsing into Hanna's
arms. For one moment Hanna's eyes lock onto hers. He
freezes. One doesn't forget the look he sees in her eyes.

                                                   CUT TO:

EXT. DRIVE-IN THEATER - CAPRICE WORK CAR - DAY

driven by Neil to camera appears and disappears up and
down the earthwork ramps. We don't know what he's doing
in one the last drive-in theaters in California at high
noon.

WIDE FROM THE REAR

The white screen reveals its cracks and patches.

CLOSE ON ENTRANCE

A yellow full size Dodge pickup with darkened windows
enters. It hesitates and then slowly drives toward Neil -
up and the ramps between the speaker poles.

ON DODGE PICK UP

circling wide and coming up almost parallel to the Caprice.
As the driver pulls to a stop we see an envelope on the
da...

         Converted to PDF by www.screentalk.org         55.


                        NEIL
            You keep your hands in sight! I
            tell you what to do, how to do
            it.

                         DRIVER
            Yessir.   I'm just the delivery
            boy.

                        REAR SHOTS
            Of the two vehicles. Out of the
            covered bed of the pick-up a
            small man slowly slips out.

MAN

crawls under the pick-up and   Neil's car and emerges on the
passenger side behind Neil's   rear wheel in Neil's blind
spot. He inches towards the    window. He  carries a 15-shot
Colt .22 Woodsman with a huge   silencer.  He is totally
relaxed and professional.

NEIL

concentrates on the driver, who's calm.

                        NEIL
            Now, with your right hand only:
            throw the envelope in my back
            seat.

DRIVER

Starts to reach for the envelope and tosses it into Neil's
car.

NEIL

sees his eyes dart.    Neil glances at his right rear view
mirror.

NEIL'S POV: MAN

with the silenced .22.

WIDE FROM THE FRONT

Neil floors the Caprice and it catapults and bucks over
rows of ramps.

REAR SHOT - MAN

pumps SHOTS into the rear of the Caprice.

       Converted to PDF by www.screentalk.org           56.


INT. CAPRICE - NEIL

Jerks out his 9mm Browning as .22 SLUGS DRILL precise HOLES
THROUGH THE WINDSHIELD.

EXT. DRIVE-IN - VERY WIDE

Neil throws the Caprice through a skidding 180 degree turn
and accelerates toward the man who moves back towards the
Dodge pickup for cover.

INT. PICKUP - DRIVER

Panics now.   The Dodge takes off, abandoning the man with
the .22.

INT. CAPRICE - NEIL'S POV: SKY-GROUND

PITCH BACK AND FORTH, UP AND DOWN.   The Man runs, turns,
stands, and FIRES.

EXT. DRIVE-IN - PROFILE: CAPRICE AND ABANDONED GUNMAN

Who FIRES until the Caprice smashes into him.

INT. CAPRICE - NEIL

Skids around to a stop and bails out.

EXT. DRIVE-IN - DODGE PICKUP

Accelerating to the exit lane, kicking up billows of dust.

INT. PICK-UP - DRIVER'S POV - CLEAR EXIT

Until Cerrito and Chris fold out from either side of the
exit gate with shotguns. They FIRE:

                                                   CUT TO:

EXT. DRIVE-IN - WIDE

The windshield is blown out and the Driver's half into the
back seat. The car rolls over onto its side. Cerrito
FIRES into the exposed gas tank. It BLOWS UP.

NEIL

approaches the fallen Gunman and with the 9mm.   Browning
at his temple, kicks away the .22.

                      GUNMAN
              (coughs blood)
          Can I Make it?

        Converted to PDF by www.screentalk.org            57.


Neil looks at his smashed, twisted body and bleeding mouth
He's choking to death. Neil shakes his head "no."

                       NEIL
           You're all done, pal.

                         GUNMAN
           Do it.

He closes his eyes.

NEIL

aims.   FIRES ONCE.

VERY WIDE FROM THE TOP OF THE DRIVE-IN SCREEN - SUNSET

The whole landscape. Neil with      the gun heavy at the end
of his arm walks from the Gunman     to the Caprice. Chris
and Cerrito - like duck hunters     - cradle their shotguns
and cross to a Lincoln away from     the burning pickup.

                                                      CUT TO:

INT. MALIBU SECURITIES, VAN ZANT OFFICE - VAN ZANT - NIGHT

Phone rings.   Occupied, he casually answers.

                       NEIL (O.S.)
           John Van Zant?

                         VAN ZANT
           Yeah.    Who's this?

                       NEIL (O.S.)
           Neil McCauley.

Van Zant reacts, racing, trying to cover.

                       VAN ZANT
           This kid I sent to straighten
           you up on the money... didn't
           call. Is ... uh... everything
           alright?

                       NEIL
               (laid back)
           Tell you what: keep the money.

                         VAN ZANT
           What?

                       NEIL
               (slow)
           "... keep ... the ... money."

      Converted to PDF by www.screentalk.org              58.


                      VAN ZANT
              (fast)
          It's a lot of money!    What are
          you doing?

                      NEIL
              (slow)
          What am I doin' I'm talking into
          an empty telephone.

                      VAN ZANT
          I don't understand.

                      NEIL
              (matter of fact)
          'Cause there is a dead man on
          the other end of this line...

Neil hangs up. Hugh Benny has entered.       Van Zant looks at
the phone, then Hugh:

                       VAN ZANT
              (shouts)
          Who are these people?    Huh?!

                                                      CUT TO:

INT. CHINESE RESTAURANT, PHONE BOOTH - NEIL - NIGHT

Is re-dialing.

                      KELSO (V.O.)
              (phone filter)
          Yeah?

                      NEIL
              (into phone)
          You got a clean line?

                                                      CUT TO:

INT. KELSO TRAILER - CEZAR KELSO - NIGHT

In his wheelchair.   He checks a meter attached to his
telephone wire.

                      KELSO
              (into phone)
          Yeah.

                      NEIL (V.O.)
          (Phone filter) I got a delay
          dropping the $50,000.

         Converted to PDF by www.screentalk.org       59.


                        KELSO
                (into phone)
            You don't have a delay. What
            you don't have is a deal.
                (beat)
            Swing by and collect your envelope
            sometime. Goodbye.

Starts to hang up.

                        NEIL (V.O.)
                (phone filter)
            Wait a minute, pal-o!!

Kelso does.

INT. CHINESE RESTAURANT - NEIL

                        NEIL
                (into phone)
            You're going to wait for me for
            a week. I'll buy a week with
            the five. It's above and beyond
            the fifty and if I wash, you
            keep it.
                (beat)
            You're going to wait for me 'cause
            you want me to take it down.
            You know it's got better odds
            with me in.
                (pause)
            Now do we have an understanding?

                        KELSO (V.O.)
                (phone filter)
            Seven days.

CLICK.

WIDE ON ROUND TABLE

Michael and Elaine Cerrito, Chris and Charlene, Towner and
his wife ANNA - a striking black woman we'll see later -
sit around the table and sing "Happy Anniversary" to the
tune of "Happy Birthday" as a Chinese waiter brings Elaine
and Michael Cerrito a cake; Neil returns.

                        VOICES
            ...Happy anniversary to you.
            Happy anniversary dear Michael
            and Elaine. Happy anniversary
            to you.

Everyone applauds and laughs and raises glasses of plum
wine except Cerrito who drinks club soda. Elaine and
Michael blow out the candles.

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The skeleton of a steamed sea bass is in the center of the
table.

                                                  CUT TO:

INT. MEN'S ROOM OF CHINESE RESTAURANT - CLOSE ON FAUCET -
NIGHT

It's a LOUD TORRENT - TILT UP TO THREE SHOT: Neil, Cerrito
and Chris are clustered around the sink. The water runs
seemingly aimlessly. It also would drown out a bug.

                      NEIL
              (loud over water)
          We'll down platinum through Nate.
          The deal is 72% of today's quote
          on the Bourse in the New York
          Times.

                      CERRITO
              (loud over water)
          You got the black boxes for the
          alarms?

                       CHRIS
              (loud over water)
          Yeah. Towner delivered.   They're
          in the drop.

                      NEIL
              (loud over water)
          We pass by couple times tomorrow
          afternoon. Check nothing strange
          in the neighborhood. Tomorrow
          night: we take it down. You set
          on the rear door.

                      CHRIS
              (loud over water)
          I'm going to punch it...
              (beat)
          What do we do about Van Zant?

                      NEIL
              (loud over water)
          Kill him...after the score.

                       CHRIS
              (loud)
          Kelso?

                      NEIL
              (loud)
          We'll use Nate's advance off the
          platinum when I down the merch
          to pay Kelso for the bank package.

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Neil turns off the water and they leave.

                                                     CUT TO:

INT. CHINESE RESTAURANT - PLUM WINE AT TABLE - LATER

Elaine drinks. WIDEN. Michael whispers in her ear. She
smiles. Then she laughs and drapes an arm around his neck
and plants a kiss that almost knocks him over. The party,
winding down. Everyone luxuriates in the afterglow.

CHARLENE AND CHRIS

sedate, comfortable, each in separate thoughts.

                       CHRIS
               (quietly)
           You okay?

                          CHARLENE
           I'm fine.

                       CHRIS
               (arm around her)
           Makin' it happen this time...

                         CHARLENE
           I hope so.    I really hope so.

They're close for this moment: the afterglow of the dinner.

NEIL

looks at Charlene.

CHARLENE

sees and holds his look and then her attention shifts to
Elaine.

NEIL

checks his watch.     Waiter approaches Neil with the bill.

                          MICHAEL
                  (to Neil)
           Hey!

                       CHRIS
           Let me have it!

                          NEIL
               (smiles)
           I got it.

                                                     CUT TO:

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EXT. CHINESE RESTAURANT - NEIL - NIGHT

And everyone else exits from the restaurant, say their
goodbyes and go to their cars: Neil's Lincoln, Chris's
Seville, Cerrito's Sedan de Ville, Towner to a restored El
Camino. WE HEAR:   BEEP-BEEP-BEEP.

                      HANNA (O.S.)
          A goddamn convention.

We HEAR a soft FILM ADVANCE and SHUTTER.

                      CASALS (O.S.)
          Who's "slick?"

PULL BACK TO REVEAL REAR SHOTS of Hanna, Drucker, Casals
and a surveillance team on the roof across the street behind
some neon.

                      DRUCKER
          Cerrito, the wide one. He's
          hugged twice. One if he finds
          it behind the wheel wall. The
          back-up's in the firewall. We
          got their plates.

                      CASALS
          Yeah.

                      DRUCKER
          One with the hair is Shiherlis.
          Got a revolving tail and a tap
          on the house phone.

                      HANNA
              (re Neil)
          Who's the big guy?

                      DRUCKER
          First time we're seeing him.

Hanna rolls away from his line of sight and says to his
men:

                      HANNA
          Next time this crew scores?
          When they walk in that door?
          They will get the surprise of a
          lifetime.

                                                  CUT TO:

EXT. EADY'S HOUSE, DECK - TWO SHOT - NIGHT

Neil's shirt's open. Eady's in a terry robe. They've
made love. It's late. They're awake. After a moment:

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                      NEIL
              (holds her close:
               looks at her face)
          Come away with me.

                      EADY
          What?
              (surprised)
          Where?

                            NEIL
          New Zealand.

                            EADY
          When?

                            NEIL
          Soon.

                      EADY
          You're kidding.

                      NEIL
          What's stopping you?     What's
          here?

                       EADY
              (laughs)
          I don't know you.

                      NEIL
          What's to know?

                      EADY
          Are you married?

                            NEIL
                 (laughs)
          Why?

                      EADY
          Way you come and go.

                      NEIL
          I deal with state officials.
          County. Weird hours. A lot of
          traveling, entertaining.

                      (beat)
          The last thing I am is married.

There's a pause, then:

                      EADY
          You don't know me at all, Neil...

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                      NEIL
          I know enough.

                      EADY
          My father wanted me to marry
          someone in Taipei. It was like
          I was a piece of furniture: "Go
          be his wife." After I left he
          won't talk to me. Because I
          went on my own. I can't let
          people tell roe what to do again.
          And that trust comes from knowing
          someone over time.
              (avoids Neil)
          This is hard between us for me.
          Because I like you very much.

Neil looks right into Eady's face.

                      NEIL
          I have to leave. Come away with
          me.
              (beat)
          No one will ever tell you what
          to do... You'll never lose
          yourself with me.

She believes him.   So do we.

                                                     CUT TO:

INT. SOUTH LA BREA MOTEL - CLOSE ON HOOKER - NIGHT

She's a BLACK PROSTITUTE - all of 18. She looks bored and
chews gum as she puts on a rayon Japanese Kimono and exits.

ANGLE ON BED - WAINGRO

sits on the edge of the rumpled bed in his Jeans. He wears
a neck brace. His face is still swollen and bruised from
Neil's beating. His belt isn't buckled. He's in a daze.
O.S. we HEAR a TOILET FLUSH. Prostitute returns. Waingro
looks over at her:

                         PROSTITUTE
              (tired)
          Hey, baby.

                      WAINGRO
          Showed you a good time?     Huh?

                       PROSTITUTE
          Oh, yeah.   You fly. You cool.

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                         WAINGRO
             Don't lie to me. I can always
             tell when people lie to me.

                         PROSTITUTE
             I ain't lyin'! You a hot dog.
             You a cowboy. You hung like a
             horse and this was the monster
             fuck of my young life.
                 (pause)
             Now I gotta get my ass streetside.

                         WAINGRO
             You don't have a truth-telling
             style.

                         PROSTITUTE
             The fuck's wrong with you?

Waingro winds up and cracks the girl.     She knocks over a
cheap lamp and bounces off a wall.

PROSTITUTE

on her stomach on the floor, dazed. Waingro kicks her and
throws a small table at her. It smashes apart.

                          WAINGRO
                 (shouts)
             You think I'm some john? I'm a
             stone killer! I'm a sky-blue
             bad ass, bitch!

                                                     CUT TO:

INT. MIRACLE MILE BAR - ON WAINGRO - NIGHT

At the bar drinking alone. The logs of an Asian girl dance
Most patrons are Korean. BARTENDER approaches.

                         BARTENDER
                 (tired smile)
             Once again?

                         WAINGRO
                 (feeling good now)
             Sure, good buddy. Set it up.

BARTENDER

pours and Waingro knocks it back, watches the Asian dancer
and pops a five and a ten to him across the bar.

                         WAINGRO
             I'm looking to get into something.

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                       BARTENDER
              (smiles)
          Yeah? Where you been?

                      WAINGRO
          Chino, Tracy. I'm a cowboy,
          heavy-hitter. Billy Ricketts
          said to come see you.

Bartender writes on a cocktail napkin.

                      BARTENDER
          Go see this guy. This guy always
          putting guys on.

Waingro flips the Bartender a $20.

                       WAINGRO
          Thanks.

Another woman takes Waingro's eyes. He spins around on
his bar stool and grabs her arm as she passes. Big smile.
Its...

LILLIAN

Breedan's woman. She, too, is a dancer and her shift's
over. She's wearing a raincoat over tights and a sweatshirt
She jerks her arm away.

                       LILLIAN
               (heavy)
          Get your fucking hand off my
          arm!

Waingro backs way off and shrugs.    Lillian leaves.

                                                       CUT TO:

INT. LILLIAN'S CAR - LILLIAN - NIGHT

Down the Strip.   The RADIO is on.

                      RADIO ANNOUNCER (V.O.)
              (radio filter)
          Hey, hey!
              (beat)
          ...there, old aware ones, and
          you, too, my fair ones. When
          tears are falling like rain the
          groove is strictly Col-trane...

Lillian turns right up into the driveway and pulls into
Robert's Coffee Shop.

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She asks Solenko who's behind the cash register something,
then leaves, heading across the street to...

                                                   CUT TO:

INT. NARROW POLYNESIAN BAR - BREEDAN - NIGHT

A back corner, loaded, looks up.

                       BREEDAN
          Hey!

                      LILLIAN (O.S.)
          Let's go, baby.

Big drunk smile.   She helps him up and supports his weight.

                                                   CUT TO:

EXT. POLYNESIAN BAR, TWO SHOT - NIGHT

It's later. Breedan's been sick. Now he's sober. They
sit near trash barrels under a huge plaster half shell,
fishing nets and blue lights.

                      BREEDAN
          I got any left?

                      LILLIAN
          There's other paychecks. You
          blow it off. It's worth it,
          baby, cause you mess with that
          man and you be violated right
          back to San Quentin. So you got
          to handle it 'til we get you a
          different job.

                        BREEDAN
               (energy)
          Yeah. That motherfucker ain't
          invented the hard time this
          gangster can't handle!.
               (crashes)
          Why you stickin' with me, Lillian?
          Why?

Lillian stares right at him.

                      LILLIAN
          'Cause I'm proud of you.   Proud
          you my man.

                       BREEDAN
              (cracks up)
          Proud of me?
                       (MORE)

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                         BREEDAN (CONT'D)
                 (beat)
             What you proud of me for?

                         LILLIAN
                 (beat)
             Come on home.

Breedan puts one arm around her waist and they strenuously
rise.

                                                    CUT TO:

EXT. EMA PRECIOUS METALS, REAR - WIDE ON ALLEY - NIGHT

Nothing. Hold. Then the Pontiac work car cruises     the
alley. It's dark, but we recognize Cerrito driving    with
Neil in the passenger seat. Pontiac does not slow    down at
ERA, keeps going to the end of the block and turns   left.

                                                    CUT TO:

INT. EMA PRECIOUS METALS, INC. - HANNA - NIGHT

Staked out inside. With him are Schwartz, Casals, Bosko
and two uniformed policemen: BRUCE and BERRYMAN.

Bruce rearranges himself. Hanna shoots him a lock. He
stops fidgeting. Hanna looks at wall clock: 10:30p.M.

EXT. EMA PRECIOUS METALS, REAR ALLEY - PONTIAC

Cruises the alley a second time.    Again, it doesn't stop.

                                                    CUT TO:

EXT. ADJACENT ROOFTOP - CAPT. JACKSON - NIGHT

And a ten man   SWAT Team are spread out across roofs. The
men wear flack   vests and carry an array of shotguns and
assault rifles   and shotguns. Everybody Is still. CAPT.
JACKSON uses a   periscope to see over the edge:

JACKSON'S POV: ALLEY

Abandoned.

INT. EMA - HANNA'S STAKE-OUT

                         BRUCE
                 (into radio)
             Okay.
                 (to Hanna)
             Captain Jackson wants to know
             what's goin' on.

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                       HANNA
               (into his radio)
           Nothing. Clear the air.

He clicks off makes a drinking motion to...

HANNA

...who shakes his head "no." He puts a finger over his
lips meaning silence. Hanna looks at the clock. It's
12:03 a.m. Hanna takes a deep breath. He closes and opens
his eyes. They wait.

EXT. ALLEY - WIDE ON ALLEY - LATER

Nothing. Then the Pontiac with its lights off rolls
forward. Chris gets out with a salesman's sample case and
pads down the five steps to the rear entry of the jewelry
store. Chris is in a black suit and sneakers. There are
surgical gloves on his hands. The others stay in the car.

TIGHTER: CHRIS

assembles a heavy lock punch from the black case.      It's
formidable. He nods.

CERRITO

in lineman's gear  is out of the car and he quickly climbs
the telephone pole  like an experienced lineman. The
telephone pole is  next to the roof upon which Jackson and
the SWAT Team are  staked-out.

TOP OF POLE - CERRITO

arrives. He's 18 inches away from 11 cops.       Team nor
Cerrito are aware of each other.

INT. EMA, INC. - HANNA

Neither the SWAT moves his head to ease the strain: A
hearing aid receiver's in hit ear. He looks at his men.
The clock says 1:10 a.m.

Casals, leg convulses. Bruce is the worst. He writhes
with cramped muscles. Bosko's bulk doesn't move.

HANNA

gestures for Bruce to quiet down.

EXT. ALLEY - CERRITO

Maneuvers past P.G.E. gear and opens the GTE junction box.
He hangs a small suitcase over the door with three black
boxes and six alligator clips and starts searching for

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pairs of colored wires and bridging the jewelry store's
alarm circuits.

EXT. ROOF - JACKSON

Doesn't know Cerrito is there. He hears BREATHING. He's
curious. He raises his head over the edge and his eyes go
wide. WIDEN. He's inches from the back of Cerrito's head.
Cerrito twists and turns and jerks back in effort - almost
touching Jackson. Cerrito's too absorbed to sense Jackson's
presence. Jackson carefully closes his eyes and sinks
down.

EXT. EMA, INC., REAR ENTRANCE - CHRIS

He gets a nod from Cerrito.   He slams the lock punch with
a cut down sledge hammer.

ECU: DOOR

A I" circle is punched into the steel lock mechanism next
to the cylinder, exposing electrical wiring and magnetic
tumblers and "gates."

ECU: CHRIS' FINGERS

like a cardiac surgeon's, have  a balletic grace as they
manipulate the tumblers so the  groove cut in each one lines
up. As they do, a bar of metal   called the "fence" falls
into the channel created by the  lined-up gates, unlocking
the mechanism.

WIDE: CHRIS

touches the door. It swings - soundlessly - open on its
hinges.  Surprisingly, they now pack up. Neil, Chris and
Cerrito climb into the Pontiac and drive away. The door
was left wide open.

EXT. ROOF - JACKSON

                        JACKSON
                (into walkie-talkie)
            Where'd...they...go?

INT. EMA, INC. - ON HANNA

                        HANNA
                (pissed; into mike)
            Fell back to see if the alarm
            bypasses held. If they did,
            they'll be back. Stay the fuck
            off the radio!

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INT. EMA, BASEMENT - WIDE ON VAULT DOOR

Nothing. It's black. Then there's light. Neil's entered.
He illuminates the vault with his penlight.

CHRIS

sets up a heavy drill and tapes a template with drill points
marked to the door.

INT. EMA, INC. - BRUCE

Is in agony. His muscles are cramped - he rolls on the
floor trying to control himself. His head inches up, drops
back.

HANNA

calms Bruce with hand gestures.

WIDE

The clock says 2:00 a.m.

                       HANNA
               (tense whisper)
           Quiet! !

Bruce starts shaking, violently. He twists. His belt
buckle hits the floor. There is the smallest TAP. Hanna
closes his eyes.

INT. BASEMENT - NEIL

Looks up at the ceiling. Down at the floor. He thinks.
Pause. This is the first tire we've heard them speak in
this sequence.

                       NEIL
               (he decides; whispers)
           ...We walk.

                       CHRIS
               (tense whisper; re:
                the box)
           I'm 60 seconds away. It's a rat
           or something.

                       NEIL
               (whispers)
           It is not an animal sound.   We
           are out of here.

                       CHRIS
               (tense whisper)
           We need the cash!!

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                      NEIL
              (tense whisper;
               already going)
          We walk!! Now.

No argument.   Chris puts down his equipment.

They strip off and drop their surgical gloves. Chris  tosses
his shop coat on the floor. Both unpin the lapels of  what
is revealed to be dark suits with shirts underneath.  They
abandon everything. They walk out the back door and  keep
going.

EXT. ROOFTOP - ON JACKSON

                      JACKSON
              (into radio;
               whispered)
          They're leaving. Why are they
          leaving?!

ROOFTOP POV: WIDE ON ALLEY BELOW

Neil and Chris enter, approach the Pontiac with Cerrito
behind the wheel.

                      JACKSON (O.S.)
              (radio filter;
               whispered)
          I can take 'em, now!

                      HANNA (V.O.)
              (radio filter;
               whispered)
          Let 'em go.

INT. EMA, INC. - HANNA

                      JACKSON (V.O.)
              (radio filter)
          At least we got 'em on a...

For the first time in the last seven minutes we hear a
normal voice. Its LOUD.

                      HANNA
              (cuts him off; into
               radio)
          Let em go. We got nothing! Not
          even a burglary. They didn't
          fucking steal anything yet.
          Don't you get it? All we've
          got's breaking and entry.

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EXT. ROOFTOP POV: ON ALLEY BELOW

Neil and Chris are in the Pontiac.   Jackson's men are
poised.

                       JACKSON (V.O.)
               (radio filter)
           I'm not letting them walk!

                       HANNA
           The fuck you aren't! That's
           exactly what you are gonna do.
           It's my investigation. And my
           authority supersedes your rank!
           And I am not settling for some
           chicken shit misdemeanor!

Cerrito pulls away. At the end he turns on his headlights,
signals like a good driver, and turns right.

INT. EMA, INC., FIRST FLOOR - WIDE

Manna snaps off the radio.

                       HANNA
           Back to work.

Then he pitches the radio in a line drive at Bruce, barely
missing his head.

RADIO

SMASHES into pieces.

                                                   CUT TO:

EXT. GENERAL LIQUORS, LAS VEGAS - WIDE - DAY

A "Las Vegas Police Department" car pulls to the curb.
Hanna and Schwartz get out and cross the crabgrass, dirt,
and debris-filled forecourt to a cheaply constructed wood
and glass one-story building.

                                                   CUT TO:

MARCIAN0'S OFFICE - MARCIANO - DAY

Hangs up the phone.    We HEAR the DOOR OPEN.

                       MARCIANO
               (rising; big smile)
           What can I do for you guys?
           Ignores his hand and shoves him
           back into his office chair with
           an open hand.

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CLOSER

Hanna rips open Marciano's desk drawer finds a gun, unloads
it, throws it on the floor, finds a small tape recorder,
pops the tape out and tosses it to Schwartz. Then he
flashes a badge at Marciano.

                        MARCIANO
            L.A.P.D. Who the hell you think
            you're pushing around? You got
            no jurisdiction and I know people
            here!

                       SCHWARTZ
            Who? The fucking Tooth Fairy!
            So what?

                        HANNA
            You go back to Newark on a New
            Jersey warrant for smuggling
            cigarettes up from North Carolina
            three years ago or you go to
            work for us. Cut and dried.
            That...is...it.

                        MARCIANO
            Oh, my God...

                        HANNA
            Charlene Shiherlis.

                        MARCIANO
            Who?

                        SCHWARTZ
            "Who?" The stranger you been
            talkin' dirty to on the telephone
            every day for the last month.

                        MARCIANO
            You can't tie me to her!

                        HANNA
            Who has to. You're onna plane
            to New Jersey, jagoff.

                        MARCIANO
            Oh, man...
                (to himself)
            Why did I get mixed up with that
            bitch?

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                         HANNA
                 (sits down)
             'Cause she's got a great ass and
             you goT your head all the way up
             it.

                           MARCIANO
                   (defeated)
             So?

                         HANNA
             So it's no big thing. I don't
             even want her. You can have
             her, after. I want her husband
             and all his buddies; that's all.
             And you're gonna help.

                                                  CUT TO:

INT. ROBERT'S COFFEE SHOP - NEIL + CHRIS - DAY

in a booth next to the window. Out the window is morning
traffic on Beverly Boulevard. Empty coffee cups say they've
been there a while. They lean close and talk low. Neil's
explosive behind it.

                         NEIL
             LAPD? The G? What? Where the
             hell did this heat come from?

                         CHRIS
             Maybe it's only the EMA score,
             not us.

                         NEIL
                 (low)
             Wake up!
                 (beat)
             Assume they got our phones, our
             houses bugged, I beepers on all
             the cars. We got major problems..
             Where's Cerrito?

Neil looks over at the cook behind the high counter and
recognizes him.

NEIL'S POV: DAVID BREEDAN

                         NEIL (O.S.)
             Recognize the cook?

                           CHRIS
             No.

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                      NEIL
          D Block. San Q. Did a nickel on
          armed robbery.

INT. KITCHEN - BREEDAN

Grim, cold, working his ass off on five breakfast orders
simultaneously.

                         NEIL (O.S.)
          Hey, David.     How you doing?

Breedan turns, recognizes Neil and warms as if the sun
rose.

                       BREEDAN
          Hey, Homeboy! All right!
              (flips eggs; checks
               orders)
          How bout you?

                      NEIL
              (sits on counter)
          Gettin' by. You okay?

                      BREEDAN
              (embarrassed; re:
                job)
          Yeah. Temporary. Know what I
          mean?

Neil looks out and sees Cerrito.

                       NEIL
          Sure.   See you around.

INT. RESTAURANT - ON BOOTH

Neil slides in.

                      NEIL
              (to Cerrito)
          What took you so long?

                      CERRITO
              (low)
          My car. Bugs. Two of 'em.
          Count 'em. One in the wheel
          well. Second behind the fire
          wall. Night of the party? I
          dropped Elaine and swung by EMA
          to check out the junction box...

He doesn't have to s