"DONNIE BRASCO"

                                            by

                                      Paul Attanasio

                            Based on the book, "Donnie Brasco"

                                            by

                          Joseph D. Pistone with Richard Woodley

                                      REVISED DRAFT

                                      July 27, 1992

                

               EXT. DAY. WASHINGTON, D.C.

               An AERIAL VIEW of the nation's capital, MOVING IN on the 
               stolid limestone box of FBI HEADQUARTERS. Supered below:

                         FBI HEADQUARTERS. WASHINGTON, D.C. 1981.

                                                                    CUT TO:

               INT. DAY. FBI HEADQUARTERS

               A spacious corner OFFICE. American flag, FBI seal, and a 
               plush carpet -- Federal blue.

               CLENDON HOGUE, 40s, barrel chest, shrewd eyes over half-moon 
               glasses, PRESIDES behind a vast desk. The impressive mien of 
               earned authority. Before him:

               JULES BONOVOLONTA, late 40s, Green Beret veteran, SUPERVISOR, 
               140 pounds of pugnacity and gristle. Ex-street agent cramped 
               by headquarters.

               PAT MARSHALL, late 30s, a CASE AGENT, compulsively organized, 
               with haunted choirboy's eyes.

               CLARENCE LEBOW, early 40s. Assistant SECTION CHIEF. Brooks 
               Brothers, heavy starch.

                                     LEBOW
                         It's going down tonight.

                                     JULES
                         Says who? A fucking wire.

                                     LEBOW
                         A reliable wire.

                                     JULES
                         A fiction writer.

               Hogue peruses SURVEILLANCE PHOTOS of Sonny Red and Sonny 
               Black. Then reads the INFORMANT'S REPORT.

                                     MARSHALL
                         Is that the 209, sir?

                                     LEBOW
                         There's going to be a war between 
                         Sonny Red and Sonny Black -- it's 
                         all over the streets.

                                     JULES
                         Clarence, you couldn't find the 
                         streets with an asphalt detector.

                                     MARSHALL
                         Sonny Black goes, everyone with him 
                         goes.

                                     JULES
                         That's doesn't mean it's tonight.

                                     LEBOW
                         Even if it's not tonight -- and I'm 
                         not saying it's not tonight -- it 
                         could still be tonight because it 
                         could be any night.

                                     JULES
                         Fuck you, Clarence.

                                     LEBOW
                         Hey! I'm a Mormon!

                                     HOGUE
                         You have some objection to these 
                         guys killing each other?

                                     MARSHALL
                         It's just that -- one of them's one 
                         of us.

                                     HOGUE
                         An informant?

                                     JULES
                         An agent. Undercover.

                                     HOGUE
                         Then why are you depending on an 
                         informant? What does the agent say?
                              (off awkward looks)
                         When's the last time you spoke to 
                         him?

                                     JULES
                         Three weeks.

                                     MARSHALL
                         Three weeks and two days.

                                     HOGUE
                         He checks in every three weeks?

                                     MARSHALL
                         He checks in when he checks in, sir.

                                     JULES
                         We had to make up the rules as we 
                         went along --

                                     HOGUE
                         My predecessor started this?

                                     JULES
                         His predecessor.

                                     LEBOW
                         It's been five years.

                                     MARSHALL
                         Five years and three months.

                                     JULES
                         I am not gonna blow a chance to 
                         cripple the entire fucking Mafia 
                         just because some fucking empty suit 
                         in Blue Carpet Land --

                                     LEBOW
                         I am so sick of your superior New 
                         York attitude --

                                     JULES
                         -- thinks there's gonna be a shootout 
                         tonight after the fucking tarantella.

                                     LEBOW
                         You're going to risk a man's life 
                         just to make cases.

                                     JULES
                              (right back)
                         Making those cases is his life.

                                     HOGUE
                         And how many cases do we have?

                                     MARSHALL
                              (guessing)
                         A hundred, two hundred...

                                     HOGUE
                         Which one?

                                     JULES
                         The truth is we don't know.

                                     HOGUE
                         Let me get this straight. Nobody 
                         knows where he is. Nobody's spoken 
                         to him. He's been undercover five 
                         years. He might very well get killed 
                         tonight -- at a fucking wedding -- 
                         not because he's one of us, but 
                         because he's one of them. I've been 
                         on the job one fucking week. And 
                         it's my fucking decision? How the 
                         hell did this happen?

               Awkward looks and foot shuffling all around.

                                     MARSHALL
                         What time's the wedding?

                                     LEBOW
                         Eight o'clock tonight.

               THE CLOCK

               on the wall reads "9:36."

                                     HOGUE
                         Who is this fucking guy?

                                                               DISSOLVE TO:

               INT. NIGHT. BAR — WASHINGTON (1975)

               CLOSE ON

               JOE PISTONE, 30s, athlete's build, body languid with a 
               killer's confidence. Eyes dead as a shark's. He chafes at 
               his rep-striped tie and off-the-rack suit.

               WIDER

               LeBow, Marshall, and two other SUITS around the table. Jules 
               delivers a TOAST. Supered below:

                               BLACKIE'S. WASHINGTON, D.C.

                                     JULES
                         ...And so, Joe, we wish you bon voyage 
                         with this farewell drink. We'd give 
                         you a farewell dinner -- but why 
                         spend all that money when you'll 
                         just come crawling back to your old 
                         desk?

               Laughter around the table. The CLINK of glasses...

                                     LEBOW
                         I would love to know how you sold 
                         them on this.

                                     DONNIE
                         I told them I wanted to get far away 
                         from you, Clarence, They got it 
                         instantly.

                                     LEBOW
                         We've had our best guys on this since, 
                         what, Valachi? Twenty years?

                                     MARSHALL
                         Who knows? We never tried anything 
                         like this.

                                     LEBOW
                         What does that tell you?

                                     MARSHALL
                         The Director thought it would be too 
                         corrupting.

                                     JULES
                         Then maybe I should do it. I'm in a 
                         mood to be corrupted.

                                     LEBOW
                         You know what these people are like. 
                         They're all married to each other's 
                         cousin.

                                     JULES
                              (shrugs)
                         It's six months.

                                     MARSHALL
                         I think it's great. Undercover's a 
                         new area. Get in on the ground floor.

                                     LEBOW
                         It's a wild goose chase. I'm saying 
                         this as a friend.

                                     JOE
                         What do I know? I'm just a dumb 
                         guinea.

                                     LEBOW
                         Don't talk that way, Joe.
                              (beat)
                         Because, you know, you are just a 
                         dumb guinea.

               LAUGHTER from the group. Joe doesn't know whether to join in 
               or punch somebody. Jules hands him a large beribboned BOX.

                                     JULES
                         Here you go, Joe.

               Joe opens the box. A wide-brimmed Al Capone FEDORA. Uproarious 
               laughter from the group.

                                     LEBOW
                         If you already have one, you can 
                         return it.

                                     JULES
                         Put it on!

               Against his will, Joe puts on the hat. More laughter from 
               the group.

                                                                    CUT TO:

               EXT. DAY. SUBURBS

               Three exuberant TOMBOYS play football on the front lawn of a 
               modest split-level home: TERRY, 13, rebel in a hurry; KERRY, 
               10, the good girl; and SHERRY, 8, the baby.

               Terry hikes the ball, drops back to throw...

               A PASS

               spirals up into the air... where it's INTERCEPTED by Joe, 
               who appears out of nowhere.

                                     SHERRY
                         Daddy, Daddy!

               Joe feints, tries to dodge the girls... Then sidesteps...

                                     JOE
                         I'm out of bounds. Stop! This -- 
                         look -- this is out of bounds!

               They tackle him anyway. Grab his legs till he TOPPLES in a 
               laughing heap.

               MAGGIE PISTONE, a pretty, strong-willed blonde in her 30s, 
               emerges at the front door. SMILES at the scene. Then FROWNS 
               as she realizes --

                                                                    CUT TO:

               INT. LATER. LAUNDRY ROOM

               Joe stands in his suit jacket and boxer shorts while Maggie 
               tries to remove the GRASS STAINS on the pants knees.

                                     MAGGIE
                         I swear to God, Joe, I have to spray 
                         you with Scotchgard every morning.

               Joe embraces her from behind.

                                     JOE
                         What am I supposed to do? Terry 
                         tackles like her mother.

               He gropes at her. She moves his hands off...

                                     MAGGIE
                         Illegal holding.

               His hands go back to groping. She smacks them....

                                     JOE
                         Roughing the passer.

                                     MAGGIE
                         I suppose I should be grateful that 
                         it's not blood stains, or powder 
                         burns. Like the old days.

                                     JOE
                         I got some good news today. We're 
                         going back to Jersey.

                                     MAGGIE
                         You're kidding! You got transferred?

                                     JOE
                         The kids can see their grandparents. 
                         Plus it's GS-13. That's two thousand 
                         more.

                                     MAGGIE
                         My God! When did this all happen?

                                     JOE
                         Just today.

                                     MAGGIE
                         What aren't you telling me?

                                     JOE
                         Nothing.

                                     MAGGIE
                         I know enough about the Bureau that 
                         nothing happens this quickly, Joe. 
                         Especially if it involves a raise.

                                     JOE
                         Remember that guy I met at Quantico, 
                         that supervisor? Berada? Be asked 
                         for me. Safe and Hijackings, in New 
                         York.

                                     MAGGIE
                         But this is a desk job, right?
                              (beat)
                         I thought we agreed about you going 
                         back on the street again.

                                     JOE
                         This is different. It's undercover.

                                     MAGGIE
                         What does that mean, undercover?

                                     JOE
                         Undercover. You know, undercover.

                                     MAGGIE
                         Will you come home at night?

                                     JOE
                         It's a good opportunity.

                                     MAGGIE
                         Undercover in what?

                                     JOE
                         An FBI wife doesn't ask, Maggie.

                                     MAGGIE
                         Will you be home on the weekends?

                                     JOE
                         It's just six months.

                                     MAGGIE
                         You waited till this was all decided. 
                         You never asked me -- you knew what 
                         I was going to say. What do you want 
                         from me, Joe?

                                     JOE
                         I want you to say, 'It's okay'. 'It's 
                         great'.

                                     MAGGIE
                         You finally got to headquarters and 
                         now you're going back on the street.

                                     JOE
                         Don't you understand? I buy a Brooks 
                         Brothers suit but there's always a 
                         button that comes off or a stain 
                         that won't come out -- it's like the 
                         suit knows I don't belong in it. I 
                         sit in a room with Clarence and the 
                         rest of them and the only way I know 
                         something's funny is when everyone 
                         else laughs. Everything, all day, 
                         it's just
                              (gestures)
                         This much off.

                                     MAGGIE
                         You're as smart as they are.

                                     JOE
                         I could be a fucking Ph.D. from 
                         Harvard and it wouldn't matter -- I 
                         cannot win. To do something that's 
                         never been done, that they say can't 
                         be done, that they can't do -- don't 
                         you see? That's the only way I'm 
                         ever gonna fit in with them. On my 
                         terms.

               She looks at him. Smiles. She loves him for who he is, as 
               frustrating as that can be. She embraces, kisses him.

                                     MAGGIE
                         Well, at least you warned me. 
                         Remember? 'Maggie, if you marry me...

                                     JOE
                              (unison)
                         ...you're in for a big adventure.'

               They kiss again. And kiss. Joe kicks the door to the laundry 
               room SHUT behind him.

                                                                    CUT TO:

               MONTAGE

               -- Present day. The CLOCK at FBI headquarters: 10:07. Hogue 
               RIPS through the case file. A LETTER addressed to the Director 
               of the FBI:

                                     BERADA (V.O.)
                         'To Director: Surveillance and 
                         informant contacts to date have been 
                         negative...'

               -- Joe is ushered through the fluorescent-lit warren that is 
               the BULLPEN of the New York FBI office. Shakes hands with 
               GUY BERADA, 50s, a Bronx bull with an unlit cigar.

                                     BERADA (V.O.)
                         '...regarding being able to penetrate 
                         the conveyance of stolen property by 
                         La Cosa Nostra...'

               -- Joe lines up at the DMV. FLASH! -- his photo for a driver's 
               license.

               Now he's DONNIE BRASCO. The name types out:

                                 D-0-N-A-L-D B-R-A-S-C-O

                                     BERADA (V.O.)
                         ...UCA Joseph D. Piston utilizing 
                         the name 'Donnie Brasco'...

               -- An FBI COMPUTER prints out a "yellow sheet" of his prior 
               arrests for burglary -- "a.k.a. DON THE JEWELER"...

               -- In the jewelry district, a HASIDIC JEW tutors Donnie, who 
               looks at a diamond through a loupe... Donnie surveys a small 
               APARTMENT with a REALTOR... Donnie opens a BANK ACCOUNT...

               BACK TO PRESENT DAY

               -- Hogue reads down the BUDGET for the operation... 
               Apartment...   $491.60 
               Furniture...   $ 90.30 
               Utilities...   $ 35.00 
               Rental car...  $220.00 
               Spending money $800.00

                                     BERADA (V.O.)
                         '...This would be accomplished by 
                         UCA frequenting locations listed 
                         below and attempting to engage in 
                         conversation and do business with 
                         said fences...'

               FLASH BACK

               -- Donnie sits in Carmelo's drinking club soda and watching 
               basketball. At the other end of the bar, two TOUGH GUYS play 
               BACKGAMMON...

               DISSOLVE to another night, another game, another barstool -- 
               CLOSER to the Tough Guys... On the backgammon board, as the 
               pieces move closer to the goal...

               DISSOLVE to another night, as Donnie moves closer to the 
               game... On the board again, as the pieces move closer...

               DISSOLVE to another night, as Donnie moves closer... And 
               another... On the board, as the pieces move closer, and the 
               hand moving them... belongs to Donnie.

               -- Donnie enters his apartment, sparsely furnished with a 
               bed, TV, weight bench and weights... Gets on the phone...

               STEVE BURSEY, 30s, Donnie's wiry and wild-eyed CONTACT AGENT, 
               on the "hello phone" at the FBI office in New York.

                                     BURSEY
                              (to phone)
                         Hello?

                                                               CROSSCUTTING

               Donnie at a PAY PHONE.

                                     DONNIE (O.S.)
                         Is this Bursey?

               Bursey cradles the phone on his shoulder, TYPES...

                                     BURSEY (V.O.)
                         To the file: Contact with UCA on 
                         July 7, 1976...

               BACK TO PRESENT DAY

               -- Hogue reviews SURVEILLANCE PHOTOS of Donnie in Carmelo's... 
               In the Rainbow Room.

                                     BURSEY (V.O.)
                         ...UCA reported no significant 
                         contacts...

               FLASH BACK

               -- Donnie in Separate Tables, a restaurant on Third Avenue...

                                     BURSEY (V.O.)
                         ...no significant contacts...

               -- Donnie wanders the aisles at a drug store, searching for 
               a GREETING CARD. Selects one. MATCH CUT to Maggie opening 
               the same card.

               Inside it reads, "MISS YOU, LOVE," and NO SIGNATURE.

               -- A TRUCK HIJACKING takes place on an access road to Kennedy 
               Airport.

               In a choreographed ballet, the DRIVER gives up the keys to a 
               crew of TOUGH GUYS... Then Donnie and VINNIE THE FENCE help 
               unload cartons of PERFUME from the truck...

                                     BURSEY (V.O.)
                         ...UCA purchased two dozen cartons 
                         Yves St. Laurent 'Eau My Sin' 
                         perfume...

               -- Donnie plays backgammon at Carmello's... On the board, as 
               the pieces move CLOSER... Vinnie introduces him to JILLY 
               GRECA, a tough-looking WISEGUY in his late 40s.

                                     BURSEY (V.O.)
                         ...UCA was introduced to Giuliano 
                         Greca, a.k.a. Jilly...

               -- Donnie opens a carton of WATCHES...

                                     DONNIE
                         These go for 80 apiece. My end's 20.

                                     BURSEY (V.O.)
                         ...UCA sold 50 Pateau Mitsu Boshi 
                         Boeki digital watches...

               He hands them to... Jilly. Who inspects them. Takes the 
               carton.

               Peels off bills to Donnie.

               BACK TO PRESENT

               -- Hogue, with headphones on, stubs out a cigarette...

               FLASH BACK

               -- Donnie sits in Hippopotamus... Casa Bella... An after 
               hours joint... The pieces on the backgammon board as they 
               move CLOSER... Donnie collapses heavily on his bed, amidst 
               the spare furnishings of his apartment...

                                     BURSEY (V.O.)
                         ...UCA reported no significant 
                         contacts...

               BACK TO PRESENT

               -- Hogue opens a BUDGET FOLDER...

                                     BERADA (V.O.)
                         New York office requests an extension 
                         of six months due to...

               FLASH BACK

               -- Donnie and Berada at a booth in the Cockeyed Clam, a manila 
               FILE between them.

                                     BERADA
                         I got you another six months. I told 
                         them it takes time.

                                     DONNIE
                         Same budget?

                                     BERADA
                         Same budget. Look, Joe, not that I 
                         don't see any movement, but -- do 
                         you see any movement? I got my neck 
                         out on this.

                                     DONNIE
                         Whatever it takes, I'm gonna get 
                         these bastards.

                                     BERADA
                         Do me a favor. Just get one bastard.

               Donnie READS from the file.

                                     DONNIE
                              (frustrated)
                         '...no significant contacts...'

                                     BERADA
                         One other thing. You know how it is 
                         with the 'B'. They saw some of the 
                         surveillance pictures...

                                     DONNIE
                         What?

                                     BERADA
                         They want you to shave the moustache.

                                     DONNIE
                         I'm undercover!

                                     BERADA
                         You're still in the FBI. That's the 
                         rules.

                                                                    CUT TO:

               INT. DAY. CASA BELLA

               WINTER -- fog on the windows. DISCO plays on the jukebox. 
               Drinking DEMITASSE in the late afternoon:

               BENJAMIN "LEFTY" RUGGIERO, early 50s, gaunt and raspy-voiced, 
               SWITCHED-ON with nerves, testy and restless. He lights up an 
               English Oval. Sitting around him:

               DOMINIC "SONNY BLACK* NAPOLITANO, middle 40s. Fireplug 
               muscles, dyed black hair. Sleepy as a lion after a big meal. 
               Don't fuck with the lion.

               NICHOLAS "NICKY" SANTORA, late 30s, teddy bear paunch. Plays 
               the fool.

               JOHN "BOOBIE" CERASANI, early 40s, gun-metal hard. All 
               business. Nobody's Fool.

               SUPERED BELOW:

                        CASA BELLA RESTAURANT. LITTLE ITALY. 1976.

                                     LEFTY
                         You can't say to me a Lincoln is 
                         better than a Cadillac.

                                     NICKY
                         It's the better automobile, no 
                         question. Head and shoulders.

                                     LEFTY
                         Geddadaheah. Geddadaheah before you 
                         make me mad.

                                     SONNY
                         Lefty, how you gonna be mad at Nicky?

                                     LEFTY
                         I ain't mad at him. I'm mad at his 
                         stupidity.

               AT THE BAR

               A man sits, unfolds a newspaper. The bartender looks up-- 
               it's Donnie.

                                     DONNIE
                         Coffee.

               BACK ON TABLE

                                     LEFTY
                         Ain't no comparison. Cadillac got 
                         more acceleration, more power, more— 
                         better handling, better looking, 
                         more legroom for your legs, more 
                         power --

                                     BOOBIE
                         You said that.

                                     LEFTY
                         Said what?

                                     BOOBIE
                         More power.

                                     LEFTY
                         Be got me so fucking aggravated, 
                         Boobie, I forgot what I said.

                                     NICKY
                         I'll tell you one thing -- the Lincoln 
                         is longer.

                                     LEFTY
                         Longer what?

                                     BOOBIE
                         Whaddaya talkin' about? Longer 
                         wheelbase?

                                     NICKY
                         Longer. Like longer. In inches. It's 
                         a longer car.

                                     LEFTY
                         You know something, Nicky, you don't 
                         make no fucking sense sometimes.

                                     NICKY
                         You got two cars. One's longer. All 
                         things being equal, the longer car 
                         is the one gonna get there first.

                                     LEFTY
                         Ain't the question all things being 
                         equal. One's a Cadillac and one's a 
                         Lincoln.

                                     NICKY
                         The one's longer gets there first. 
                         That's scientific fact.
                              (to Sonny)
                         What's better, a Lincoln or a 
                         Cadillac?

                                     LEFTY
                         Why're you asking him?

                                     NICKY
                         I'm asking him.

                                     LEFTY
                         Why don't you ask me?

                                     NICKY
                         I asked you already.

                                     LEFTY
                         That's right. And I told you there's 
                         no comparison.

                                     SONNY
                         What the fuck are you arguing about? 
                         Mercedes got it all over both of 
                         them.

                                     NICKY
                         Fuggedaboudit. Mercedes? That's a 
                         Jewish car. They didn't get it enough 
                         from the Germans in the war -- now 
                         they gotta be robbed by them.

               JUDY approaches -- the WAITRESS, early 20s. NEW to the job. 
               Sonny takes her hand, KISSES it.

                                     SONNY
                         Angel, how about some pastries for 
                         the table?

               LEFTY WATCHES DONNIE

               sipping coffee at the bar. Leans over to Nicky.

                                     LEFTY
                         Who's that?

                                     NICKY
                         Don. Don the Jeweler. Jilly brought 
                         him around.

                                     LEFTY
                         Jilly Four Eyes?

                                     NICKY
                         Not Jilly Four Eyes. You know, Jilly. 
                         From Queens Jilly.

                                     LEFTY
                         He's a jewel guy? He knows jewels?

                                     NICKY
                         What -- you got a thing to lay off?

                                     LEFTY
                         Ain't the question, I got a thing. 
                         I'm saying, if I had a thing, he 
                         could lay it off?

                                     NICKY
                         Whaddayou got to lay off?

               SONNY WITH JUDY

               as he punctuates his order with KISSES of her hand.

                                     SONNY
                         A little cannoli.
                              (kiss)
                         Svingi.
                              (kiss)
                         Zeppole.
                              (kiss)
                         Sfogliatelli.
                              (kiss)

                                     JUDY
                         We're out of sfogliatelli.

                                     SONNY
                         Oh. Then you gotta give me that kiss 
                         back.

               She giggles, kisses Sonny on the cheek.

                                     JUDY
                         Can I ask you guys something? You 
                         guys are wiseguys, right?

                                     SONNY
                         What makes you think we're wiseguys?

                                     JUDY
                         What other grown men would have 
                         nothing better to do than sit here 
                         all afternoon drinking coffee and 
                         nobody says anything?

               They all look at each other.

                                     NICKY
                         We could be cops.

               LAUGHTER all around. Lefty steals another look at Donnie as 
               he sits placidly drinking his coffee.

                                                                    CUT TO:

               EXT. LATER. LITTLE ITALY

               Lefty RUMMAGES in the trunk of his Cadillac. Takes out several 
               DESIGNER DRESSES, on hangers. Two cartons of TUNA FISH. Two 
               large STEREO SPEAKERS. Rummages some more. Finds A JEWEL 
               BOX.

                                                                    CUT TO:

               INT. LATER. CASA BELLA

               Donnie sips his coffee at the bar, reads the paper. The 
               restaurant is otherwise DESERTED -- Sonny and the other guys 
               have left. Lefty approaches him.

                                     LEFTY
                         You Don the Jeweler?

               Donnie looks up to the Bartender. The Bartender nods. Lefty 
               reaches in his pocket, produces

               A FIVE-CARAT DIAMOND RING

                                     LEFTY
                         That's a beauty, eh? That's some 
                         beautiful thing.

               Donnie looks it over. Gives it to Lefty.

                                     DONNIE
                         Give it to your wife.

                                     LEFTY
                         How'm I gonna give it to my wife? I 
                         ain't married.

                                     DONNIE
                         You got a girlfriend?

                                     LEFTY
                         Yeah. Louise.

               He returns the diamond to Lefty.

                                     DONNIE
                         Marry her.

                                     LEFTY
                         Are you for real? I'm asking if you 
                         want to middle a diamond here. All I 
                         want for my end's eight thousand.

                                     DONNIE
                         I'm saying give it to somebody don't 
                         know any better. It's a fugazy.

                                     LEFTY
                         How can you say it's a fugazy? You 
                         looked at it two seconds.

                                     DONNIE
                         Go ahead, try and sell it, you wanna 
                         be a dunsky.

                                     LEFTY
                              (angry)
                         I'm a dunsky? Let me tell you 
                         something, my friend -- do you know 
                         who you're talking to?

               The Bartender, SCARED -- he knows what Lefty's capable of. 
               Quickly mixes a SPRITZER.

                                     BARTENDER
                         Here, Left, have a spritzer.

                                     LEFTY
                              (sputtering)
                         My family, my children -- my mother 
                         can hold her head up in any 
                         neighborhood in the city when she 
                         walks down the block. In all the 
                         Five Boroughs I'm known, fuggedaboudit -- 
                         I'm known all over the world. You 
                         ask around -- ask anybody about Lefty 
                         from Mulberry Street.

                                     DONNIE
                         I'm sorry. It was just a 
                         misunderstanding. Okay?

               Donnie backs off, EXITS. Lefty takes the diamond out, looks 
               at it -- FUMES. The Bartender slides the spritzer over.

                                     BARTENDER
                         On the arm.

                                     LEFTY
                         Fugazy. Fugazy my fucking ass.

                                                                    CUT TO:

               EXT. LATER. CASA BELLA

               Donnie exhales out his tension -- unwinds from the dicey 
               moment with Lefty. Pulls his collar up against the cold, 
               heads up the block.

               Takes a last look back inside at Lefty.

                                                                    CUT TO:

               INT. LATER. JEWELER

               A JEWELER, loupe in his eye, examines the diamond.

                                     JEWELER
                         It's a fake.

                                     LEFTY
                         This's a fake?

                                     JEWELER
                         Nothing is what it seems.

               Lefty takes the fugazy back. Pockets it.

                                     LEFTY
                         Because that's what I'm thinking. I 
                         thought it was a fake.
                              (beat)
                         It's a good fake, though, ain't it.

                                     JEWELER
                         It's a very good fake.

                                     LEFTY
                         That's what I'm saying. I thought it 
                         was a fake. That's what I thought.

               Lefty takes the fugazy back. Pockets it.

                                                                    CUT TO:

               EXT. DAY. NEW JERSEY — SUBURBS

               Donnie drives the big station wagon, Maggie alongside him. 
               The girls in back.

                                     SHERRY
                         Daddy, will you be home Easter?

                                     MAGGIE
                         Don't ask Daddy those questions.

                                     SHERRY
                         Mommy, will Daddy be home Easter?

                                     TERRY
                         You still believe in the Easter bunny?

                                     KERRY
                         You're such a snot, Terry.

                                     MAGGIE
                              (to Terry)
                         He'll try his best.

                                     TERRY
                              (to Kerry)
                         Don't look at me. I think it's great 
                         he's never home.

                                     SHERRY
                         Denise in school asked me today what 
                         Daddy's job is.

                                     MAGGIE
                         What'd you tell her?

                                     SHERRY
                         None of her beeswax.

                                     TERRY
                         Just tell her he's a salesman on the 
                         road a lot. I mean, who cares what 
                         he really does?

                                     MAGGIE
                              (stern)
                         You be proud of what your father 
                         does. Do you understand me? Your 
                         father is an outstanding individual.

                                     TERRY
                         Jesus. Lighten up. That's not the 
                         point.

                                     KERRY
                         Shut up, Terry.

                                                                    CUT TO:

               EXT. LATER. GRANDPARENTS' HOUSE

               The station wagon pulls up. The kids run out into the embrace 
               of Maggie's PARENTS. Maggie climbs out, turns.

                                     MAGGIE
                         You said it was going to be six 
                         months, Joe.

                                                                    CUT TO:

               INT. DAY. ACERG, INC.

               A storefront for fenced goods. WISEGUYS play cards, smoke 
               cigarettes. The PAY PHONE rings. Jilly picks it up.

                                                                    CUT TO:

               INT. SAME TIME. FBI SAFEHOUSE

               A phone line patched into a reel-to-reel TAPE RECORDER among 
               rows of tape recorders. VOICE-ACTIVATED—it clicks on, 
               UNSPOOLS...

                                     JILLY (O.S.)
                         Hello?

                                                                    CUT TO:

               INT. MORNING. CASA BELLA

               Lefty talks on a pay phone. Watches a MAN, indistinct in the 
               background, sipping coffee at the bar.

                                     LEFTY
                         He's okay?

                                     PHONE (O.S.)
                         Don the Jeweler? Stand-up guy. Ain't 
                         a leech, good earner. Keeps to 
                         himself.

               RACK FOCUS

               to Donnie at the bar, sipping coffee. Lefty watches him.

                                                              FLASH CUT TO:

               INT. THE PRESENT. FBI HEADQUARTERS

               Hogue listens on headphones.

                                     LEFTY (O.S.)
                         Where's he from?

                                     PHONE (O.S.)
                         California. He's a jewel guy.

                                     LEFTY (O.S.)
                         Where California? L.A.?

                                     PHONE (O.S.)
                         Do you know how fucking big California 
                         is? How the fuck should I know? He's 
                         a jewel guy.

               THE CLOCK reads "10:25".

                                     LEFTY (O.S.)
                         Jilly -- he's a stand-up guy, Jilly?

                                     PHONE (O.S.)
                         Look, Left, I said I knew him. I 
                         didn't say I fucked him.

               Hogue hits FAST FORWARD... The tape SQUEALS...

               MATCH SOUND

                                                              FLASH CUT TO:

               EXT. THE PAST. CADILLAC

               The SCREECH of rubber and THE CADILLAC LOGO as Donnie pulls 
               away from the curb in a screaming-yellow Coupe de Ville. 
               Lefty lights an English Oval.

                                     LEFTY
                         Nice car.
                              (beat)
                         Go to 46th and 1st, I gotta make a 
                         collection.

                                     DONNIE
                         What happened with that fugazy?

                                     LEFTY
                         Man oh man, I gotta school you, my 
                         friend. Di'n't Jilly school you?

               The smoke is thick now... Donnie powers down his window.

                                     DONNIE
                         School me in what?

                                     LEFTY
                         Donnie, put your window up, Donnie. 
                         I' m gonna catch a draft.

               Donnie powers his window back up.

                                     LEFTY
                         A non-wiseguy never asks a wiseguy a 
                         question. A non-wiseguy don't even 
                         talk to a wiseguy unless the wiseguy 
                         talks to him first. Capeesh?

                                     DONNIE
                         Yeah. I got it.

                                     LEFTY
                         You don't raise your hands to a 
                         wiseguy. You don't mess with his 
                         women -- wife or girlfriend or 
                         daughter. Just keep your mouth shut -- 
                         don't put business on the street.

                                     DONNIE
                         Follow the rules.

               A CAB cuts them off. Lefty leans over. HONKS the horn.

                                     LEFTY
                         Cocksucker! Motherfucker cutting you 
                         off.
                              (resuming)
                         You gotta have rules. Otherwise, 
                         what are we? We're like animals.

               He leans over. VICIOUSLY honks the horn again. RESUMES with 
               one eye on the cab...

                                     LEFTY
                         Wiseguy has a bag, you pick up the 
                         bag. Wiseguy runs a tab, you pick up 
                         the tab. Wiseguy is always right -- 
                         even if he's wrong he's right. All 
                         the way up the line. Connected guy 
                         to wiseguy to skipper to boss.

                                     DONNIE
                         Like the Army.

                                     LEFTY
                         What?

                                     DONNIE
                         I said it's like the Army. Chain of 
                         command.

                                     LEFTY
                         Ain't nothing like the Army. The 
                         Army, it's some guy you don't know 
                         sends you to whack out some other 
                         guy you don't know. The Army's a 
                         jerkoff outfit.

                                     DONNIE
                         I mean the same principle.

                                     LEFTY
                         Ain't the question, Donnie. You see, 
                         that's why I gotta school you. Because 
                         otherwise you get everything upside 
                         down.
                              (beat)
                         You got a girl?

                                     DONNIE
                         Yeah. In California.

                                     LEFTY
                         Good. Let her enjoy herself in 
                         California.

               The cab CUTS OFF Donnie again... And Lefty BLOWS...

                                     LEFTY
                         Donnie, catch up with that cocksucker.

                                     DONNIE
                         Which cocksucker?

                                     LEFTY
                         He cut you off again,
                              (pointing)
                         That fucking -- The cab! That one! 
                         Donnie --

               Donnie SPEEDS up, chases the cab... Lefty opens the GLOVE 
               COMPARTMENT.

               Hits a BUTTON and the TRUNK pops OPEN.

               A RED LIGHT

               The cab stops. Lefty JUMPS out of the Cadillac...

               IN THE TRUNK

               Lefty pulls out a JACK, hustles up to the cab.

               THE CABBIE

               A PAKISTANI, 30s, oblivious. Then he sees Lefty approach in 
               his sideview mirror.

                                     LEFTY
                         What's fucking wrong with you? Hah? 
                         There's no fucking etiquette of the 
                         road with you?

               The Cabbie flips a "FUCK YOU" signal with his middle finger... 
               Rolls up his window.

                                     LEFTY
                         Fuck who? Fuck me?

               DONNIE OUT

               of the Cadillac, running toward Lefty... INSIDE the cab, a 
               nervous PASSENGER gathers her shopping bags...

               SMASH!

               as the Cabbie's window CAVES IN... Lefty with the JACK... 
               SWINGS down hard on the windshield. From INSIDE, a spider's 
               web of shattered glass.

               DONNIE APPROACHES

               Worry on his face. The Passenger FLEES down the block.

               THE CABBIE

               hangs out the window, grabbing and punching at Lefty. Lefty 
               YANKS him out of the car.

                                     DONNIE
                         Left, c'mon. Enough.

               Donnie grabs Lefty, trying to pull him off. A DRIVER heckles 
               from a passing car.

                                     DRIVER
                         Fuck you!

                                     DONNIE
                         Hey, fuck you!

               The Cabbie hangs onto Lefty. Lefty SNAPS off the cab's 
               ANTENNA, starts to WHIP the Cabbie with it. The Cabbie BITES 
               Lefty. Lefty YELPS, backs off.

               ON—THE ACCELERATOR

               as the Cabbie SLAMS his foot down. The light turns RED. The 
               cab FISHTAILS through crossing traffic... The Cabbie trembles 
               with fear, looks in his rear-view mirror as he speeds away.

               WATCHING HIM

               Donnie and Lefty, as DRIVERS in passing cars shoot looks of 
               disapproval their way. Lefty lights a cigarette.

                                     LEFTY
                         These fucking guys. They come to 
                         this country, they flaunt the rules 
                         of the road. They give the 'fuck 
                         you' sign to a man in the street...

                                     DONNIE
                         What kind of bullshit is that?

                                     LEFTY
                         Fucking sand nigger. I will never 
                         fucking understand it. Why is it 
                         always the guy who drives a car for 
                         a living is the worst fucking driver 
                         there is?

                                                                    CUT TO:

               INT. DAY. RESTAURANT

               Donnie sits at a bar with a drink. Lefty listens to the OWNER, 
               toughlooking, 30s, as he WRIGGLES.

                                     LEFTY
                         I just want what's owed.

                                     OWNER
                         You know, you're not the only guy's 
                         owed money.

                                     DONNIE
                         You didn't wanna pay it you 
                         shouldn't've borrowed it.

                                     OWNER
                         Who's this cocksucker?

               Like LIGHTNING, Donnie SLAPS the owner hard -- forehand, 
               backhand.

               GRABS HIS COLLAR

               BELTS HIM HARD an uppercut in the solar plexus. The Owner 
               SAGS to his knees.

               NAUSEA in waves. Donnie finds the Owner's WALLET in his jacket 
               pocket. Takes the money from the wallet. Peels off a five, 
               STUFFS it in the Owner's mouth.

                                     DONNIE
                         That's for the drink.

                                                                    CUT TO:

               INT. LATER. CADILLAC

               CASH as Lefty counts it out. Donnie drives through the Lower 
               East Side WATERFRONT.

                                     LEFTY
                              (scolding)
                         Donnie -- why'd you pay for that 
                         drink? Wiseguy never pays for a drink.

                                     DONNIE
                         Okay. I didn't know.

                                     LEFTY
                         Always on the arm.
                              (chuckles)
                         You scared that guy, though, managgia -- 
                         that cracks me up. I got 26 fucking 
                         hits under my belt and you're the 
                         one he's scared of.

               Lefty CATCHES himself -- shouldn't have said that about the 
               hits.

               BROODS a beat.

                                     LEFTY
                         Hey, Donnie, pull over.

                                                                    CUT TO:

               INT. LATER. CADILLAC

               TOOLS out on the front seat. Lefty UNSCREWS the dashboard. 
               Donnie leans in.

                                     LEFTY
                         Hand me them pliers.

                                     DONNIE
                         The vise grip or the needle nose?

                                     LEFTY
                         Fuggedaboudit. I'll get it myself.

               He leans out. Takes the pliers. Goes back to work dismantling 
               the dashboard.

                                     DONNIE
                         I don't know, Left. This is the best 
                         car I ever had.

                                     LEFTY
                         You didn't hear that? That rattling?

                                     DONNIE
                         I never had any trouble with this 
                         car.

                                     LEFTY
                         Give me a hand with this.

               Lefty and Donnie PULL OFF the dashboard. Lefty looks inside. 
               Feels around.

                                     LEFTY
                              (satisfied)
                         It's clean.

                                     DONNIE
                              (getting it)
                         Hey, you got something to say to me, 
                         Left, say it to my face.

                                     LEFTY
                         I ain't saying nothing, Donnie.

                                     DONNIE
                         You think I got a fucking wire in my 
                         car?

                                     LEFTY
                         Did I say that?

                                     DONNIE
                         What do you think -- you think I'm a 
                         fucking rat stoolpigeon?

                                     LEFTY
                         You can't be too careful these days. 
                         Even the ears have ears.
                              (beat)
                         C'mon. They need some bodies on the 
                         street down at Toyland.

                                                                    CUT TO:

               EXT. DAY. TOYLAND — LITTLE ITALY

               A CAR pulls up and two prosperous-looking SKIPPERS get out -- 
               DOMINICK "BIG TRIN" TRINCHERA, fat and fortyish, and PHILIP 
               "PHILLY LUCKY" GIACCONE, 40s, shrewd eyes behind glasses. 
               They disappear into an unimposing SOCIAL CLUB. WISEGUYS stand 
               guard in the cold outside.

               Lefty arrives with Donnie in tow.

                                     LEFTY
                         Nicky, this's Donnie.
                              (they nod)
                         How'd Minx's Magic do in the fifth?

                                     WISEGUY #1
                         He lost.

                                     LEFTY
                         How could he lose?

                                     WISEGUY #1
                         What the fuck does he give a fuck? 
                         He's a horse. You're the one that's 
                         out ten grand.

                                     LEFTY
                         Fuck! Now I gotta bet another dime 
                         Sunday just to get to where I was 
                         yesterday.

               RED COWBOY BOOTS

               move up the block... They belong to ALPHONSE "SONNY RED" 
               INDELICATO, 50s, barrel chest. With him, his son, ANTHONY 
               BRUNO INDELICATO, 20s, pale and balding, COKED OUT.

                                     LEFTY
                              (aside, to Donnie)
                         Fucking Sonny Red.

               Sonny Red stops, confronts Lefty.

                                     SONNY RED
                              (nods to Donnie)
                         Who's this?

                                     LEFTY
                         This's Donnie, a friend of mine.

                                     BRUNO
                         Just stand there and look dangerous, 
                         friend.

                                     LEFTY
                              (proud)
                         Yeah, he does look dangerous, don't 
                         he?

               Bruno SNORTS in disgust as he and his father move along.

                                     LEFTY
                         Sonny Red, everything's a beef with 
                         him, him and Bruno, that son of his.

                                     DONNIE
                         He don't look so dangerous himself.

                                     LEFTY
                         Ah, he's a stone degenerate, he's 
                         coked-up half the time. Like all 
                         these fucking kids nowadays.

               A huge LINCOLN pulls up. BODYGUARDS jump out of the car. And 
               CARMINE "LILO" GALANTE, 69, fat and bald, huge CIGAR, emerges 
               from the Lincoln. AWESTRUCK, all watch as, surrounded by 
               WISEGUYS, Galante disappears into the club. Lefty watches, 
               stubs out his cigarette. Turns to Donnie.

                                     LEFTY
                         The boss.

                                                                    CUT TO:

               EXT. SUNSET. ROOF

               Lefty tends to the PIGEON COOPS on his roof, Donnie alongside 
               him.

               LOUISE, early 30s, a good-looking woman in stretch pants, 
               brings Lefty a SPRITZER.

                                     LOUISE
                         Here you go, Bennie. You sure you 
                         don't wanna spritzer, Donnie?

                                     DONNIE
                         No thanks, Louise.

                                     LOUISE
                         You change your mind, I'm downstairs.

               She heads downstairs. Donnie turns back to Lefty.

                                     LEFTY
                         Not for nothing, but... how'd you 
                         know that was a fugazy?

                                     DONNIE
                         Jewels are my business. If I buy a 
                         fugazy, I lose. I hate to lose.

                                     LEFTY
                         That's a good business, jewels? Good 
                         money in it?

                                     DONNIE
                         Pretty good.

                                     LEFTY
                         You keep your nose clean, be a good 
                         earner, listen to what I school you -- 
                         there ain't a crystal ball big enough 
                         for what we could do.

                                     DONNIE
                              (off pigeon)
                         Did you know there used to be falcons 
                         in New York?

                                     LEFTY
                         They got everything in this fucking 
                         city.

                                     DONNIE
                         Peregrine falcons. They lived across 
                         the river.

                                     LEFTY
                         In Queens?

                                     DONNIE
                         In the Palisades.

                                     LEFTY
                         The Palisades is Jersey, Donnie.

                                     DONNIE
                         I'm saying that's why there's so 
                         many pigeons now. The falcons used 
                         to hunt 'em and kill 'em off.

                                     LEFTY
                         I love these fucking pigeons. I'd 
                         die before I'd let anybody touch 
                         these pigeons.

                                     DONNIE
                         Those falcons could read a newspaper 
                         from a mile up.

                                     LEFTY
                         A bird could read the newspaper?

                                     DONNIE
                         I'm saying their eyesight.

                                     LEFTY
                         Hey, Donnie -- you got a couple 
                         hundred, Donnie? I got some things I 
                         gotta take care of.

               Donnie reaches in his wallet.

                                     DONNIE
                         What do you want, two hundred?

               Lefty leans over, PEERS into his wallet.

                                     LEFTY
                         Whaddaya got there, three hundred? 
                         Gimme three hundred.

               Donnie hands over the $300 -- EMPTIES his wallet. Lefty takes 
               it, folds it into a ROLL. Puts the hundred on the outside...

                                     LEFTY
                         Don't be carrying your money in a 
                         wallet no more. Wiseguy got his money 
                         in a roll, like this. Beaner on the 
                         outside.

                                     DONNIE
                         You're the boss.

                                     LEFTY
                         I'm not the boss, Donnie. The boss 
                         ends up dead or in jail. Why the 
                         fuck would I want to be the boss?

                                     DONNIE
                         It's just an expression.

                                     LEFTY
                         And shave off that moustache. That's 
                         against the rules.

                                     DONNIE
                         Hey, Left, if it's okay, I'm gonna 
                         run. I'll see you tomorrow.

                                     LEFTY
                         Do I gotta school you in everything? 
                         Tomorrow's Mother's Day. Wiseguys 
                         don't work on Mother's Day.

                                                                    CUT TO:

               INT. NIGHT. THE COCKEYED CLAM

               Donnie sits with Berada as he reads over some documents.

                                     BERADA
                         Benjamin Ruggiero. a.k.a. 'Lefty,' 
                         'Lefty Guns,' 'Lefty Two Guns.' A 
                         couple of bullshit cases, never did 
                         time.

                                     DONNIE
                         This is way beyond what we talked 
                         about -- fences and hijackers. This 
                         is a made guy. Do you know what that 
                         means? There's only maybe 3000 made 
                         guys in the whole fucking country.

                                     BERADA
                              (smiles)
                         It means you're in, kid.

                                     DONNIE
                         Can you believe it -- a made guy?
                              (muses)
                         A very peculiar made guy.

                                                              FLASH CUT TO:

               INT. THE PRESENT. FBI HEADQUARTERS

               Hogue reads a memorandum. LeBow on the phone.

                                     BERADA (V.O.)
                         ...In light of the above contacts, 
                         we request an additional six months...

                                     HOGUE
                         Berada's the guy who ran this?

                                     JULES
                         I took over when he retired.

               LeBow covers the receiver with his hand.

                                     LEBOW
                         The surveillance is in place at the 
                         church hall.

                                                                    CUT TO:

               EXT. DAY. CHURCH HALL — NEW JERSEY

               A large RECEPTION HALL adjoining a Catholic CHURCH. Sounds 
               of a BIG BAND tuning up inside. Up the block:

               MA BELL REPAIR VAN

               parked by a telephone pole. FBI #1, in the guise of a 
               telephone LINESMAN, climbs the pole...

                                                                    CUT TO:

               INT. SAME TIME. SURVEILLANCE VAN

               An FBI TECH TEAM monitors listening devices. An array of 
               SURVEILLANCE PHOTOS and MUG SHOTS as they're spread over a 
               small table. TECH #1 looks with BINOCULARS through ONE-WAY 
               GLASS.

                                     TECH #1
                              (to phone)
                         ...By tonight we'll have a guy 
                         inside...

                                                                    CUT TO:

               INT. SAME TIME. FBI HEADQUARTERS

               LeBow covers the phone, turns to Hogue.

                                     LEBOW
                         They're gonna put in one of our guys 
                         as a busboy tonight.

                                     JULES
                         Who?

                                     LEBOW
                         I don't know.

                                     JULES
                         I want to know. If we're gonna put a 
                         guy inside, I want it to be one of 
                         our best guys.

               LeBow goes back to the phone. Hogue turns to Jules.

                                     HOGUE
                         I want to talk to Berada.

                                                              FLASH CUT TO:

               INT. THE PAST. PISTONE HOME

               Donnie SHAVES his moustache in the bathroom. Sounds of the 
               FRONT DOOR unlocking and then closing downstairs.

                                     MAGGIE (O.S.)
                         Joe?

                                     DONNIE
                         Up here.

               ON MAGGIE

               as she heads up the stairs...

                                     MAGGIE
                         I had no idea you were coming home. 
                         I'm supposed to go to the movies 
                         tonight with the Grants.

               She enters the bathroom as he wipes the shaving cream off 
               his face.

               He looks up, half his moustache SHAVED OFF. Her face FALLS.

                                     MAGGIE
                         Oh, Joe, don't --
                              (beat)
                         Forget it.

                                     DONNIE
                         What's the matter?

                                     MAGGIE
                         I liked your moustache. It's the 
                         only thing I liked about this thing 
                         of yours.

                                     DONNIE
                         Well, what do you want me to do now?

                                     MAGGIE
                         I want you to ask me.

                                     DONNIE
                         You could've said something.

                                     MAGGIE
                         What would you suggest I do -- tell 
                         Berada to get a message to you that 
                         I like your moustache?

                                     DONNIE
                         That's not the point.

                                     MAGGIE
                         I have to ask you about every frigging 
                         thing.

               She jockeys for room at the mirror to put on her makeup.

                                     DONNIE
                         Maggie, I'll be two seconds.

                                     MAGGIE
                         They were supposed to pick me up 
                         five minutes ago.

                                     DONNIE
                         You're going to the movies with the 
                         Grants?

                                     MAGGIE
                         Why don't you come?

                                     DONNIE
                         The last thing I want to do tonight 
                         is go to the movies with the Grants.

                                     MAGGIE
                         I'm not canceling.

               Agitated, he starts to compulsively organize the medicine 
               chest, the shelves.

                                     DONNIE
                         Where is everybody? I didn't say 
                         anything? I'm sure I said something.

                                     MAGGIE
                         Joseph -- I think I'd remember.

                                     DONNIE
                         Well, they should be home anyway. 
                         What time is it?

                                     MAGGIE
                         Sherry's sleeping over at Mom's, 
                         she's teaching her how to sew. Kerry's 
                         at choir practice.

                                     DONNIE
                         Where's Terry?

                                     MAGGIE
                         She's with her boyfriend.
                              (off his rearranging)
                         Leave my stuff alone.

                                     DONNIE
                         What boyfriend?

                                     MAGGIE
                         Kenny. What are you worried about? I 
                         was 14 when we started dating.

                                     DONNIE
                         That's what I'm worried about.

                                     MAGGIE
                         He's a nice kid. Nice family. He's 
                         on the wrestling team.

                                     DONNIE
                         I'm sure he is. I 'm sure he's 
                         practicing his takedowns right now.

                                     MAGGIE
                         Maybe I'11 shave my head next time -- 
                         see how you like it.

               A car horn HONKS outside. Donnie's rearranging grows more 
               agitated...

                                     DONNIE
                              (angry)
                         I expect you to have some sense of 
                         priorities. I put a roof over your 
                         head. I put clothes on everybody's 
                         back. I put gas in the car.

               Maggie grabs his wrists... He wrestles her off.

                                     MAGGIE
                         Leave my stuff alone.

                                     DONNIE
                         I give you whatever I can give. What 
                         I can't give you is a moustache. I 
                         don't have a choice. I have to shave 
                         the moustache.

                                     MAGGIE
                         I don't give a shit about the 
                         moustache. But if you're gonna live 
                         your life however the fuck you want 
                         then let me live mine.

               She storms out. He balls up a towel, HURLS it against the 
               wall.

                                                                    CUT TO:

               INT. NIGHT. PISTONE HOME—BEDROOM

               Maggie sleeps. Donnie, WIDE AWAKE, stares at the ceiling. 
               Hears an ENGINE. A car door.

               4:32 A.M.

               on the clock. He gets up. Looks through the blinds. Sees his 
               daughter Terry as she kisses her boyfriend good night.

               DONNIE'S POV

               Terry kisses and kisses... And kisses... Falls back onto the 
               hood of the car and slides down it. Donnie senses that he's 
               losing control of his family.

                                                                    CUT TO:

               INT. DAY. FBI HEADQUARTERS

               Hogue looks up at the clock.

               12 NOON

               A tape plays on the TAPE RECORDER...

                                     LEFTY (O.S.)
                         Hello?

                                     DONNIE (O.S.)
                         Left? Donnie. I'm just checking in.

                                     LEFTY (O.S.)
                         Where you been, Donnie? You gotta 
                         check in.

                                     DONNIE (O.S.)
                         That's what I said. I'm checking in.

                                     LEFTY (O.S.)
                         Did you see the paper?

                                     DONNIE (O.S.)
                         I just woke up.

                                     LEFTY (O.S.)
                         How come every morning you're reading 
                         the paper except this morning?

                                     DONNIE (O.S.)
                         I just woke up, Left.

                                     LEFTY (O.S.)
                         Fuggedaboudit. You better fucking 
                         get down here.

               Click! And a DIAL TONE...

                                                                    CUT TO:

               INT. DAY. CADILLAC

               The FRONT PAGE of the New York Post -- a PHOTOGRAPH of Carmine 
               Galante, his cigar still clenched in his teeth, sprawled 
               bloody, DEAD in a Brooklyn restaurant. Under the headline:

               RUBOUT

               Lefty folds the paper in disgust, lights an English Oval -- 
               even more JUMPY than usual. Donnie drives Lefty's Cadillac 
               across the Brooklyn Bridge.

                                     LEFTY
                         The Boss gets whacked. The fucking 
                         boss -- you don't even know the 
                         fucking boss exists until he gets 
                         whacked, and then your whole fucking 
                         life gets turned around.

                                     DONNIE
                         Where're we going?

                                     LEFTY
                         Brooklyn. I got sent for.
                              (mutters)
                         The boss gets whacked. Another thing 
                         I get left out of.

                                     DONNIE
                         What does that mean, you got sent 
                         for?

                                     LEFTY
                         What do you think it means? I got 
                         sent for by Sonny Black. I'm telling 
                         you, I'm sick with this.

                                     DONNIE
                         Sonny Red?

                                     LEFTY
                         Did I say Sonny Red? Not Sonny Red. 
                         Sonny Black.
                              (gestures)
                         And don't ride the brake. Don't drive 
                         my Cadillac the way you drive your 
                         car.

                                     DONNIE
                         How do you know what he wants?

                                     LEFTY
                         That fucking Sonny Black. I know 
                         him. He gets upped to skipper, first 
                         thing he's gonna do is go out and 
                         buy a big fucking Mercedes.

                                     DONNIE
                         They should up you before they up 
                         Sonny Black.

                                     LEFTY
                         It's his reward for whacking the 
                         boss. Do I have to explain every 
                         fucking thing to you?

                                     DONNIE
                         I thought you and Sonny Black were 
                         friends.

                                     LEFTY
                         If you ever whacked a guy, Donnie, 
                         you wouldn't ask such stupid 
                         questions.

                                     DONNIE
                         I whacked a guy once.

                                     LEFTY
                         When?

                                     DONNIE
                         In an argument.

                                     LEFTY
                         An argument don't count.
                              (derisive)
                         An argument -- you whack your wife 
                         in an argument.

                                     DONNIE
                         I'm just saying.

                                     LEFTY
                         Ain't the question. Don't say you 
                         know when you don't know.

                                     DONNIE
                         It could be anything Sonny sent for 
                         you for.

                                     LEFTY
                         I got sent for, Donnie. With This 
                         Thing, you go in alive and you come 
                         out dead. And the one that kills you 
                         is your best fucking friend.

               Lefty lights another cigarette. Donnie powers the window 
               down a crack. Lefty glares at him. Donnie powers the window 
               back up.

                                                                    CUT TO:

               EXT. DAY. TEE MOTION LOUNGE — BROOKLYN

               Donnie drives up Withers Street. Pulls up to a three-story 
               building in a working-class neighborhood. Lefty takes a last 
               drag of his cigarette, climbs out.

                                     LEFTY
                         Anything happens, make sure Louise 
                         gets the Cadillac.

                                                                    CUT TO:

               INT. DAY. MOTION LOUNGE

               Nicky and Boobie play gin. Neil Diamond's "Love on the Rocks" 
               plays on the JUKEBOX. Lefty enters.

                                     NICKY
                              (sings)
                         'Love on the rocks, ain't no 
                         surprise.' Look't this hand. This 
                         ain't a hand. This's a deformed 
                         fucking Creature of the Black Lagoon 
                         fucking claw.

                                     BOOBIE
                         Left.

                                     NICKY
                         Left. 'Love on the rocks, ain't no 
                         surprise.'
                              (to Boobie)
                         Ming'! I knew you was gonna grab 
                         that!

               Lefty, white with fear, sits down with his back to the wall.

                                     NICKY
                         'Love on the rocks, ain't no 
                         surprise.'

                                     BOOBIE
                         It ain't no fucking surprise neither.

                                     NICKY
                              (laying out cards)
                         Gin.

                                     BOOBIE
                         Nicky, that ain't gin.

                                     NICKY
                         Geddadaheah, that's gin.

                                     BOOBIE
                         You got two sevens.

               Boobie shows him his cards.

                                     NICKY
                         Whaddaya mean I got two sevens? I 
                         know I had three sevens.

                                     BOOBIE
                         From now on we play the honor system. 
                         You don't even show me your hand.

                                                                    CUT TO:

               EXT. DAY. MOTION LOUNGE

               Donnie sits in the car. Drums his fingers on the wheel.

               THINKS... Then reaches behind himself --

               UNSNAPS THE HOLSTER

               strapped to his belt, holding his COMBAT KNIFE. Climbs out 
               of the car. Up a couple of steps. And through the door...

                                                                    CUT TO:

               INT. MOTION LOUNGE

               ...into the Motion Lounge. Nicky and Boobie shoot wary looks 
               at him.

               Who's this? Lefty turns to them.

                                     LEFTY
                         It's okay. He's a friend of mine.

               Lefty glares at Donnie -- ACCUSES him with his eyes: who 
               told you to come in here? Donnie sits down -- something in 
               the placid atmosphere that tells him: this is how it happens. 
               Nicky peers over as Boobie writes on the SCOREPAD.

                                     NICKY
                         You giving me credit for that?

               Boobie slides him the scorepad.

                                     BOOBIE
                         Fine. You keep score.

                                     NICKY
                         I don't know how.

                                     BOOBIE
                         How the hell can you play gin if you 
                         don't know how to keep score?

                                     NICKY
                         I'm a natural.

               THE FLUSH OF A TOILET

               as Sonny emerges from the bathroom, reading a slip of paper.

               Crumples it, throws it in the trash.

                                     SONNY
                              (complaining)
                         Two hundred in action and we came 
                         out with 35. That fucking Bootshe 
                         runs that book like an old lady. 
                         That's gonna change.
                              (off Donnie)
                         Who's this fucking guy?

                                     BOOBIE
                         He's with Lefty.

                                     SONNY
                              (to Lefty)
                         C'mon. Let's go take a ride.
                              (to Donnie)
                         You too.

               Donnie and Lefty share a look of FEAR.

                                                                    CUT TO:

               EXT. DAY. MOTION LOUNGE

               They emerge. Parked in the back -- a brand-new MERCEDES. 
               Lefty looks at it. Turns to Donnie.

                                     LEFTY
                              (mutters)
                         What the fuck did I tell you?

               Sonny unlocks the car.

                                     SONNY
                         Hey, Left -- ride up front with me.

                                                                    CUT TO:

               INT. DAY. MERCEDES

               Sonny drives on the Long Island Expressway. Lefty in the 
               front seat, EDGY. Boobie and Nicky flank Donnie in back. He 
               glances nervously at them. Sizes them up.

                                     SONNY
                         Ain't this beautiful, the ride on 
                         this?

                                     NICKY
                         Hey, Sonny -- can't you drive any 
                         faster? I got a date tonight out in 
                         Jersey.

                                     SONNY
                         Which broad is this?

                                     NICKY
                         This is the one from the calendar. 
                         Remember that calendar I showed you? 
                         Miss Pennzoil Air Filter of 1976.

               Sonny and Boobie MIME holding two big BREASTS.

                                     SONNY AND BOOBIE
                              (unison)
                         CHE MENNEL.

                                     NICKY
                         That's the one.

               Lefty, NERVOUS, pulls down the sun visor. Looks at Boobie in 
               the mirror.

                                     SONNY
                         Hey, Left, what'cha doing?

                                     LEFTY
                         Just checking my part.

                                     SONNY
                              (chuckling)
                         Ah, Left -- what am I gonna do without 
                         you?
                              (to Donnie)
                         What would you do without this guy, 
                         hah, kid? You'd have to find yourself 
                         a new goombah.

               Lefty getting VERY NERVOUS...

                                     NICKY
                         That was something about the boss, 
                         wasn't it?

                                     SONNY
                         We all gotta go sometime.

               Lefty, TERRIFIED, looks at Boobie again. Boobie nods. Donnie 
               WATCHES this... Thinks: what to do?

                                                                    CUT TO:

               EXT. DAY. KENNEDY AIRPORT

               They walk from the parked Mercedes toward a FREIGHT HANGAR. 
               The scene is otherwise DESERTED. Lefty NERVOUS, lights a 
               cigarette.

               Planes periodically ROAR overhead.

                                     NICKY
                              (sings)
                         'Love on the rocks, ain't no 
                         surprise.'

                                     LEFTY
                         Sonny, what is this? We glomming 
                         something?

               Sonny opens the door.

                                     SONNY
                         After you.

               Lefty walks into the DARKNESS... A terrifying SILENCE... 
               Then --

               RRRRRRROAR!

                                                                    CUT TO:

               INT. HANGAR

               The LIGHTS come up. A pale and shaken Lefty looks straight 
               into the eyes of a LION CUB as it GROWLS. A bluff FREIGHT 
               HANDLER holds the lion on a leash.

                                     LEFTY
                         Christ. I think I shit my pants.

                                     FREIGHT HANDLER
                         It was supposed to go to some animal 
                         dealer. Fuck him. I'll tell him it 
                         got lost.

                                     SONNY
                         Look, Left, he likes you.

               The cub nuzzles and sniffs at Lefty.

                                     LEFTY
                              (to Lion)
                         Get the fuck outta here.

                                     SONNY
                         That's for you, Left. For your 
                         birthday. Batter late than never.

                                     LEFTY
                         That's why you sent for me?

                                     SONNY
                         Yeah, why? Whaddayou think, you was 
                         gonna get whacked?
                              (laughing)
                         Lefty thought he's gonna get whacked!

                                     NICKY
                              (laughing)
                         What a pisser!

                                     SONNY
                         What, over that 175 grand you owe 
                         down in Little Italy? Don't worry, 
                         chooch.
                              (hard)
                         Now you owe it to me.

                                                                    CUT TO:

               EXT. NIGHT. THE MOTION LOUNGE

               Donnie, Lefty and the Lion pile into the Cadillac. Sonny, 
               Nicky and Boobie wave as they drive off.

                                                                    CUT TO:

               INT. NIGHT. CADILLAC

               They drive back to Manhattan, the Lion GROWLING in the back 
               seat.

               Lefty turns around.

                                     LEFTY
                              (to Lion)
                         Jesus Christ -- shaddup already!

                                     DONNIE
                         He's hungry, Left,

               INT. NIGHT. WHITE CASTLE

                                                                    CUT TO:

               "Home of the Square Hamburger." Lefty and Donnie approach 
               the counter.

                                     LEFTY
                         Forty hamburgers.

                                                                    CUT TO:

               EXT. NIGHT. WHITE CASTLE

               Donnie and a melancholy Lefty sit on the hood of the Cadillac, 
               throwing hamburgers to the Lion.

                                     LEFTY
                         Thirty years, there ever was a piece 
                         of work to be done -- call Lefty -- 
                         I never complained. But do I get 
                         upped? They passed me by. Sonny Black 
                         gets upped. I don't get fucking upped.

                                     DONNIE
                         At least you got Louise.

                                     LEFTY
                         Sonny Black has four broads don't 
                         add up to Louise. You got a girl?

                                     DONNIE
                         Yeah. I told you, in California.

                                     LEFTY
                         That's a good thing. One broad's 
                         enough. She's a good woman, Louise. 
                         My son Tommy, she's more of a mother 
                         to him than my ex-wife, that bitch,
                              (beat)
                         My own fucking son's a junkie, you 
                         believe it?

                                     DONNIE
                         You should give him a smack in the 
                         mouth once in a while.

                                     LEFTY
                         Believe me, I got bruises on my hands. 
                         My daughter, Janet -- 28 years old, 
                         she ain't married. My daughter 
                         Francine, she's out in California. 
                         She ain't married. I'm telling you, 
                         Donnie, I gotta worry 24 hours a 
                         day. A woman like Louise, I can't do 
                         right by her -- I ain't got three 
                         bucks in my pocket. I got cancer of 
                         the prick. My ex-wife, she still 
                         lives in the building. I see her on 
                         the stairs, I gotta have three 
                         spritzers just to calm down.

                                     DONNIE
                         What do you mean, cancer of the prick?

                                     LEFTY
                         Cancer of the prick. Oh, yeah, you 
                         didn't know that? Fuggedaboudit. I'm 
                         in the medical books with that.

                                     DONNIE
                         I never heard of that.

                                     LEFTY
                         I ain't a mutt -- 30 years busting 
                         my hump, for what? Sonny Black they 
                         up to skipper. Do I get upped? I'm 
                         like Claude Rains -- I'm the Invisible 
                         fucking Man.

                                     DONNIE
                         You know, Left, not for nothing, but 
                         six hours ago you thought you's gonna 
                         get whacked.

                                     LEFTY
                         Ain't the question, Donnie. Did I 
                         say I was gonna get whacked?

                                     DONNIE
                         No.

                                     LEFTY
                         Don't say you know when you don't 
                         know, Donnie. You don't know.

                                     DONNIE
                         I don't know 'cause you don't tell 
                         me. How come you didn't tell me about 
                         that money you owe?

                                     LEFTY
                         Fugggedabqudit. You know what the 
                         vig is on that? That fucking 
                         Blackstein is gonna have the arm on 
                         me every fucking week.

                                     DONNIE
                         Maybe I could help you out.

                                     LEFTY
                         I'll tell you something -- I went in 
                         front of all the skippers, Sonny Red 
                         and Philly Lucky and all of them. I 
                         went on the record with you. You 
                         know what that means?

                                     DONNIE
                         I don't know.

                                     LEFTY
                         You don't?

                                     DONNIE
                         I do?

                                     LEFTY
                         You got no fucking idea, my friend. 
                         I'm your man now -- Jesus Christ 
                         can't touch you because I represent 
                         you.

                                     DONNIE
                         You and me, Left.

                                     LEFTY
                         I got Louise and I got you.

               They toss hamburgers to the Lion, the White Castle beside 
               them, lit bright against the bleak urban landscape.

                                                                    CUT TO:

               INT. DAY. PISTONE HOME

               A party for Kerry's CONFIRMATION. A PRIEST hobnobs with 
               Donnie's extended family. UNCLE BOB arrives, looks for Kerry.

                                     UNCLE BOB
                         Where's Kerry?
                              (finding her)
                         Kerry, that's the prettiest 
                         confirmation dress I've ever seen.

               Terry sulks in a corner. Maggie enters with a tray of cookies.

                                     UNCLE BOB
                         Is Joe here?

                                     MAGGIE
                         He's on the phone.

               The cheery hubbub subsides as the noise of Donnie's hollering 
               CRESCENDOES in the next room...

                                     DONNIE (O.S.)
                         I don't give a fuck, Left!... What 
                         the fuck do you want me to do?... I 
                         don't give a fuck what that 
                         motherfucker says -- you believe him 
                         or me?

               Awkward looks all around. MRS. PISTONE, 60s, Donnie's MOTHER, 
               sidles up to Maggie.

                                     MRS. PISTONE
                         Who's bothering Joseph?

                                                                    CUT TO:

               INT. NIGHT. PISTONE BEDROOM

               Donnie sleeps. Maggie lies awake.

                                     MAGGIE
                         I want a divorce.

                                     DONNIE
                         There hasn't been a divorce in my 
                         family back to Julius Caesar. Divorce 
                         someone else.

                                     MAGGIE
                         I'm serious.

                                     DONNIE
                         Maggie, I'm tired. Go to sleep.

                                     MAGGIE
                         Will you see a therapist?

                                     DONNIE
                         It's just another six months.

                                     MAGGIE
                         I can't sleep for six months, Joe.

                                                                    CUT TO:

               INT. DAY. OFFICE

               SHELLY BERGER, late 40s, flannel shirt, earth shoes -- 
               PSYCHOTHERAPIST -- sits with Donnie and Maggie.

                                     MAGGIE
                         ...He comes home at all hours of the 
                         night, without announcing when or 
                         why, or where he's been for three 
                         weeks. Or three months. Then he 
                         expects everything to be just the 
                         way he wants it. He vacuums the entire 
                         house. Do you know another man who 
                         vacuums? It's abnormal. Of course, 
                         he expects the girls to drop their 
                         lives when he shows up...

                                     DONNIE
                         I'm their father, Maggie. I ring 
                         that doorbell I expect them home.

                                     MAGGIE
                         They think it's a Jehovah's witness.
                              (to Berger)
                         You'd think he'd tell me where he 
                         goes or what he's doing --

                                     DONNIE
                         That's for your own protection.

                                     MAGGIE
                         Ha!
                              (to Berger)
                         I know he's cheating on me --

                                     DONNIE
                         I don't have to listen to that 
                         bullshit.

                                     MAGGIE
                         No, why don't you just leave? That's 
                         what you're good at.

                                     BERGER
                         Please just listen without saying 
                         anything -- that's the task for today. 
                         Otherwise you just replay the old 
                         pathology.
                              (beat)
                         Maggie, you were talking about Joe's 
                         disappearances.

                                     MAGGIE
                         I never go out anymore. What couple 
                         wants to go out with a third wheel? 
                         Even when he's home it's not like we 
                         have any friends any more.

                                     BERGER
                         So you resent him for expressing 
                         your autonomy needs?

                                     MAGGIE
                         Yes, I resent him.

                                     BERGER
                         For expressing your autonomy needs.

                                     MAGGIE
                              (unsure)
                         Yes.

                                     BERGER
                         And you, Joe -- what do you think 
                         you're running from?

                                     DONNIE
                         I ain't runnin' from nothin'.

                                     MAGGIE
                              (mimics)
                         'I ain't runnin' from nuttin'. The 
                         man I married was a college man.
                              (to Berger)
                         Sorry.

                                     BERGER
                              (resuming, to Donnie)
                         Being the distancer forces Maggie 
                         into the role of the pursuer. That 
                         gives you a feeling of power. 
                         Simultaneously you resent Maggie for 
                         expressing the very intimacy needs 
                         that in your own life you've --

                                     DONNIE
                         I'm an undercover agent for the FBI!

                                     MAGGIE
                         I didn't marry the FBI, Joe.

               He writes on a pad. Donnie tries to peek at what he's writing.

                                     BERGER
                         Okay. I want you to split the week 
                         in half. Monday, Wednesday and Friday 
                         are Joe's intimacy days. Tuesdays, 
                         Thursdays, and Saturdays are Maggie's. 
                         On your day, you make one intimacy 
                         request. Your partner agrees in 
                         advance to meet it. Whatever it is.

                                     DONNIE
                         What's that -- an intimacy request?

                                     BERGER
                         An intimacy request. Like 'Rub my 
                         back,' or 'Help me work out this 
                         problem with the kids.' Odd day, 
                         even day, Sunday's off.
                              (beat)
                         And masturbate. I recommend it, for 
                         both of you. It's a good way to blow 
                         off stress.

                                                                    CUT TO:

               INT. EVENING. CADILLAC

               Donnie drives. Maggie SULKS, looks out the window.

                                     DONNIE
                         Can I ask you something?

                                     MAGGIE
                         NO.

                                     DONNIE
                         How much is this costing?

               Maggie doesn't say anything.

                                     DONNIE
                         Okay, Maggie -- I want you to answer 
                         my question. This is my intimacy 
                         request.

                                     MAGGIE
                         A hundred dollars.

                                     DONNIE
                         That was a hundred dollars?

                                     MAGGIE
                         That's what I said, Joe.

                                     DONNIE
                         A hundred dollars. And how many of 
                         these do you think we'll need?

                                     MAGGIE
                         I don't know.

                                     DONNIE
                         One hundred dollars.

                                     MAGGIE
                         Is this still your intimacy request? 
                         Because otherwise I'd rather not 
                         discuss it anymore.

                                     DONNIE
                         I gotta work a ten hour day risking 
                         my life to make a hundred dollars!

                                     MAGGIE
                         Who are you risking your life for? 
                         Not me, Joe.

                                     DONNIE
                              (mincing)
                         'Will you rub my back'? Va'a'fonaooll.

                                     MAGGIE
                         You're an animal.

                                     DONNIE
                         You know what my intimacy request is 
                         for him? It's very intimate. He can 
                         take that bill he's gonna send me 
                         and shove it up his ass.

               Maggie starts to PUNCH him.

                                     MAGGIE
                         You're an animal! Animal!

               Donnie tries to fend her off while he drives. The car swings 
               wildly.

               Approaching the opposite way:

               A TRACTOR TRAILER

               Donnie SWERVES. The car tumbles off the road onto a soft 
               shoulder.

               Maggie continues to hit at Donnie. He wrestles with her.

                                     MAGGIE
                         I hope
                              (punch)
                         those guys you're hanging out with
                              (punch)
                         are laying you
                              (punch)
                         because I'm
                              (punch)
                         not anymore!

               He looks at her. She looks at him. And they

               KISS PASSIONATELY

               grappling in the front seat... He grabs her. Pulls her toward 
               him.

               Realizes that she is encumbered by something. She deftly 
               unhooks the belt. Kisses his neck...

                                     MAGGIE
                              (under her breath)
                         Do it.

               But he's not buying.

                                     DONNIE
                         Maggie -- who told you to wear a 
                         seat belt?

                                     MAGGIE
                         What?

                                     DONNIE
                         It's a simple question. You never 
                         wore a seat belt before, Maggie.

                                     MAGGIE
                         Wait a minute -- is this -- you think 
                         I'm having an affair?

                                     DONNIE
                         I didn't say that. It's interesting 
                         that you would say that, though.

                                     MAGGIE
                         You're right -- I'm secretly seeing 
                         a man who wants me to 'Buckle Up for 
                         Safety'. We have three children, Joe -- 
                         remember them? One of us has to play 
                         it safe.

               She SLAMS out of the car...

               OUT ON THE SHOULDER

               with cars whipping by... Donnie chases after her.

                                     DONNIE
                         I just asked a simple question. You're 
                         the one that brought it up with the 
                         affair.

                                     MAGGIE
                         Bullshit. It's so frigging ironic 
                         that you'd think I'm up to something. 
                         My nights are homework and basketball 
                         games. What are your nights?

                                     DONNIE
                         You know what I'm doing.

                                     MAGGIE
                         I don't know a goddam thing.

                                     DONNIE
                         I'm doing the job. That's the job.

                                     MAGGIE
                         I live like a widow, Joe. That's the 
                         only way I can deal with this, with 
                         the photographs and memories and our 
                         children, and I go on with my life. 
                         Like you're already dead.

                                     DONNIE
                         It's for your own protection.

                                     MAGGIE
                         It's not protecting me -- it's killing 
                         me.

                                                                    CUT TO:

               INT. NIGHT. PISTONE HOME

               Maggie sleeps. Donnie lies awake.

                                     DONNIE
                         When did you all of a sudden from 
                         nowhere start saying, 'Do it', Maggie?

                                     MAGGIE
                         What? Go to sleep.

                                     DONNIE
                         'Do it.' You never said that -- 'Do 
                         it'. You never talked that way before.

                                                                    CUT TO:

               INT. MORNING. PISTONE HOME

               Kerry wakes up to an odd groaning and whining noise...

               DOWNSTAIRS

               Donnie compulsively vacuums the living room.

                                                                    CUT TO:

               INT. LATER. PISTONE BEDROOM

               Bursey INSTALLS a special BLACK PHONE. The girls WATCH with 
               Donnie.

                                     BURSEY
                         This is a New York number -- it 
                         patches through to here.

               Maggie flutters through wearing her SWEATSUIT.

                                     MAGGIE
                         I'm sorry to run out, honey. I have 
                         an aerobics class. Take care of 
                         yourself.

               She gives him a peck on the cheek, exits. Donnie turns to 
               the girls

                                     DONNIE
                         That's a special phone. You don't 
                         call on it. You don't answer it. 
                         Nobody touches that phone under any 
                         circumstances. Understood?

                                     TERRY
                         Jawohl, Herr Commandant!

               Terry gives Donnie a NAZI SALUTE. Goosesteps out of the 
               bedroom.

                                     DONNIE
                         Hey. Hey!

               Donnie CHASES her a couple of steps. She HURTLES down the 
               stairs.

               SLAMS out the door. Donnie turns back. Bursey shrugs, 
               continues to install the phone. Kerry and Sherry indict him 
               with their eyes.

               Exit the bedroom.

                                                                    CUT TO:

               INT. MORNING. CADILLAC

               Donnie drives through a driving RAIN. Looks in the REAR-VIEW 
               MIRROR.

               Gets suspicious. Turns. A car turns with him... FOLLOWING 
               him.

               DONNIE TENSE

               He turns again. Again, the car FOLLOWS. Donnie looks again 
               in the rear-view mirror. Something FAMILIAR about that car... 
               Turns again.

               A scowl of RECOGNITION plays across Donnie's face. And he 
               goes COLD... Approaching an intersection:

               A YELLOW LIGHT

               Donnie slows, then SPEEDS through the intersection as the 
               yellow light goes RED... Checks his mirror—the other car is 
               STUCK at the light.

               INSIDE THE OTHER CAR

               It's Maggie. She SMACKS the steering wheel in ANGER.

                                     MAGGIE
                         Fuck you. Fuck fuck fuck you.

                                                              FLASH CUT TO:

               EXT. THE PRESENT. FBI HEADQUARTERS

               A HELICOPTER whips across the familiar face of Washington, 
               D.C. Lands on the roof of FBI headquarters. FBI MEN, including 
               Marshall, rush to meet it. Emerging from the chopper -- IT'S 
               BERADA.

               Indomitable black eyes burn in a face grey with illness.

                                                                    CUT TO:

               INT. DAY. FBI HEADQUARTERS

               Berada, surrounded by suits. Hogue paces with DOCUMENTS.

                                     HOGUE
                         $9,000 for miscellaneous -- 
                         miscellaneous what?... A $22,000 
                         car... $40,000 for X-rated videotapes?

                                                              FLASH CUT TO:

               INT. THE PAST. THE COCKEYED CLAM

               Donnie meets with a younger Berada.

                                     BERADA
                         ...I got an agent down in Florida, 
                         Fred Calvin -- I got my finger in 
                         the dike and he's got his thumb up 
                         his ass. A million bucks in it and 
                         Calvin's got nothing.

                                     DONNIE
                         Meanwhile three years I've been 
                         undercover and I can't get a fucking 
                         two thousand dollar raise.

                                     BERADA
                         Joe --

                                     DONNIE
                              (correcting him)
                         Donnie. Call me Donnie -- I don't 
                         wanna get confused.

                                     BERADA
                         We've been through this. To get a 
                         raise you gotta go up to supervisor 
                         grade.

                                     DONNIE
                         I supervise my prick. Not even three 
                         years -- three and a half years.

                                     BERADA
                         GS-14 is supervisors. That's the 
                         rules.

                                     DONNIE
                         Fuggedaboudit.

                                     BERADA
                         Now what the hell's this about porno 
                         tapes?

                                     DONNIE
                         I need 40 grand, I gotta middle some 
                         porno tapes.

                                     BERADA
                         Forty grand for porno tapes?

                                     DONNIE
                         You'll get it back. It's nothing. 
                         Half of them are for fags.

                                     BERADA
                         Oh, that makes me feel much better. 
                         You don't watch it, you're gonna be 
                         back in the buckets listening to the 
                         Bulgarians all day.

                                                              FLASH CUT TO:

               INT. THE PRESENT. FBI HEADQUARTERS

               Berada addresses Hogue from his wheelchair.

                                     BERADA
                         He has to do some not-so-nice things, 
                         sir. He's not undercover in the Camp 
                         Fire Girls.

                                     HOGUE
                              (reading)
                         'UCA requests four handguns, 
                         preferably .38 caliber, to assist in 
                         a bank robbery'?

                                                                    CUT TO:

               INT. THE PAST. THE COCKEYED CLAM

                                     DONNIE
                         You take out the firing pin. The 
                         guns don't work. What the fuck are 
                         you worried about?

                                     BERADA
                         NO.

                                     DONNIE
                         Why not?

                                     BERADA
                         How'm' I gonna explain that to 
                         Washington?

                                     DONNIE
                         Hey, Guy, you have to explain this 
                         to Washington, that's your fucking 
                         job. For me to do my job I need the 
                         fucking guns.

                                     BERADA
                         There's no procedures for this.

                                     DONNIE
                         I don't give a fuck about the fucking 
                         procedures. You think
                              (gestures)
                         they have fucking procedures? Hah? I 
                         want the fucking guns and I want the 
                         fucking money. Understood?

               Berada stares at Donnie, frightened. On his face we see his 
               doubts about what's happening to Donnie.

                                                              FLASH CUT TO:

               INT. THE PRESENT. FBI

                                     BERADA
                         You guys said no to the guns. I don't 
                         see why it's coming up now.

                                     LEBOW
                         There's a 209 that says Sonny Black 
                         might get hit tonight. And Joe would 
                         get hit as one of his crew.

                                     BERADA
                         What does Joe say?

                                     MARSHALL
                         We don't know where Joe is.

                                     BERADA
                         What do you mean -- you lost him?

                                     HOGUE
                         Didn't you think at any point that 
                         this was getting a little out there?

                                     BERADA
                         Everything in this operation was a 
                         judgement call, sir. And we relied 
                         on his judgement. He was the one in 
                         the field.

                                     HOGUE
                              (with documents)
                         These requests have your name on 
                         them. Why the hell did you go ahead 
                         with this?

                                                                    CUT TO:

               INT. THE PAST. THE COCKEYED CLAM

                                     DONNIE
                         Santo Trafficante -- how long's he 
                         been the boss of Florida? You could 
                         put his head on your wall.
                              (Berada thinks)
                         If I go down to Florida and vouch 
                         for this jerkoff, whatever his name 
                         is --

                                     BERADA
                         Fred Calvin.

                                     DONNIE
                         Every door in Florida will open for 
                         this guy Calvin like it was on ball 
                         fucking bearings. But I want the 
                         guns. The money. And no more fucking 
                         bullshit.

                                     BERADA
                         Don't talk to me like you're talking 
                         to them, Joe.

                                     DONNIE
                         Donnie.

                                     BERADA
                         Joe.

                                     DONNIE
                         Don't waste my time. With all this 
                         bullshit about procedures, you'll do 
                         whatever it takes to get these guys. 
                         Same as me.

               Berada mulls it over a beat.

                                     BERADA
                         You really think we could get 
                         Trafficante?

               Donnie gets up. Turns.

                                     DONNIE
                         If I vouch for this guy and he fucks 
                         up -- I'll put a bullet in his fucking 
                         head.

               Donnie exits. Berada WORRIES that this is getting out of 
               hand.

                                                                    CUT TO:

               INT. THE PRESENT. FBI HEADQUARTERS

               Berada stares at Hogue, stone-faced.

                                     BERADA
                         There was never any moment when I 
                         thought Joe or the operation was out 
                         of control, sir.

                                                                    CUT TO:

               EXT. THE PAST. MOTION LOUNGE

               A LION IN WINTER. Lefty in his overcoat, the Lion on its 
               leash. A cold DRIZZLE falls. The Lion stops, sniffs at an 
               AUTOMOBILE. Lifts a leg:

               PEES ON THE TIRE

               Lefty, embarrassed, looks around. NEIGHBORS watch from windows -- 
               some amused, some disapproving. The Lion moves to the next 
               car.

               Sniffs. Pees on the tire. And then to the next:

               SONNY'S MERCEDES

               The Lion sniffs. Lefty tugs on the leash. The Lion resists, 
               sniffs some more. Lefty tugs harder. The Lion lifts its leg... 
               Lefty YANKS on the leash -- the Lion ROARS. Lefty DRAGS the 
               Lion into the Motion Lounge.

                                                                    CUT TO:

               INT. DAY. MOTION LOUNGE

               Donnie takes a football bet on the pay phone.

                                     DONNIE
                         We got the Colts giving two and a-
                         half. Yeah,
                              (writing)
                         nickel on the Colts.

               INSIDE

               Sonny presides over a BOARD MEETING of the Sonny Black 
               Corporation.

               Nicky, Boobie and other WISEGUYS -- including BOOTS and LEGS -- 
               pore over crumpled scraps of paper. Sonny makes notes in a 
               little spiral NOTEBOOK. Donnie joins them.

                                     BOOBIE
                         We had that load of jeans -- remember? 
                         Two hundred grand on that...

               The Lion shakes its mane, SPRAYS WATER over everyone.

                                     NICKY
                         Va'n'aool', all over everything! 
                         Lefty -- how'm I gonna read this?

                                     LEFTY
                         That'll teach you to improve your 
                         penmanship.

               Lefty lays a PARKING METER out on a card table. Picks up a 
               SLEDGE HAMMER.

                                     BOOTS
                         There's that guy that's making the 
                         Quaaludes for us.

                                     DONNIE
                         What're we selling that for? I know 
                         a guy I think I could off them to.

                                     NICKY
                         Sixty cents apiece. I think it's 60. 
                         Is it 60?

                                     BOOTS
                         We're doing a dime a week.

               WHAM!

               an echoing CLANGOR as Lefty whacks at the parking meter with 
               the sledge hammer.

                                     SONNY
                         If you're holding out on me, Boots, 
                         I'm gonna chop you up.

                                     BOOTS
                         I ain't holding out. It's ten grand 
                         a week. That's it.

                                     SONNY
                         It should be 25.
                              (to Boobie)
                         You ever off that load of sunglasses?

               Boobie nods, gives thumbs up.

                                     NICKY
                         Bullshit, Boobie.

                                     BOOBIE
                         I did so, Nicky.

                                     NICKY
                         Who you gonna lay off 18 cases of 
                         sunglasses to?

                                     BOOBIE
                         I laid it off... to the same guy I 
                         heisted it from.
                              (to Sonny)
                         Twenty-five grand.

               Sonny writes in his notebook.

               WHAM! Another deafening smash at the parking meter.

                                     SONNY
                         Will you stop it with that?

                                     LEFTY
                         How else'm I gonna open it? Open 
                         sesame?

                                     SONNY
                         What are you gonna get out of that, 
                         Left? Fifty bucks?

                                     LEFTY
                         Ain't the question.

                                     SONNY
                         You know, you guys -- you don't 
                         fucking think. I'm the skipper now -- 
                         I gotta answer. Sonny Red's got 75 
                         million alone just with that trucking 
                         company out in Jersey and I got fifty 
                         bucks of fucking dimes.

                                     LEFTY
                         A score's a score.

                                     SONNY
                         You're like a bunch of fucking niggers 
                         on welfare.

                                     DONNIE
                         What about Florida? I know a guy 
                         down there, he has some vending 
                         machines he's trying to move.

                                     LEFTY
                         Let him move them to New York.

                                     DONNIE
                         Plus he has a club down there. He's 
                         looking for partners that can give 
                         him peace of mind.

                                     SONNY
                         You know this guy?

               WHAM! Another bang at the parking meter. Lefty GLOWERS at 
               Donnie. A look that says: SHUT UP.

                                     DONNIE
                         I knew him ten years ago, in 
                         Baltimore. He was okay then.

                                     SONNY
                         Where in Florida? The Beach?

                                     DONNIE
                         Tampa.

                                     LEFTY
                         For your information they got their 
                         own outfit down there and their own 
                         boss.

                                     LEGS
                         Santo Trafficante.

                                     LEFTY
                         Thank you.

                                     NICKY
                         All the economy's moving down there, 
                         Florida, 'cause of the Oil Crisis. I 
                         heard it on the news.

                                     BOOBIE
                         The economy gotta be good for there 
                         to be good moneymaking for crooks.

                                     LEGS
                         Who can get a fucking thing going in 
                         this fucking city? It's 5000 wiseguys 
                         all chasing the same nickel.

                                     NICKY
                         Hey, Sonny, maybe we could do 
                         something with Disneyworld down there. 
                         Wiseguy Mountain. Wiseguys of the 
                         Caribbean. Everybody fucks Minnie 
                         Mouse up the ass. Can you imagine?
                              (gestures)
                         You grab her by those big fucking 
                         ears --

               Uproarious LAUGHTER from the group. Then suddenly --

               SONNY EXPLODES

               In a RAGE, he stands up, THROWS HIS CHAIR, knocks over the 
               card table.

                                     SONNY
                         You think this is a fucking joke? 
                         Hah? One day I'm gonna die, and I'm 
                         gonna be in this same fucking room, 
                         with these same fucking guys, talking 
                         about these same fucking scams that 
                         never amount to anything, and that's 
                         how I'll know I got sent to fucking 
                         Hell.

               Sonny STORMS out. The guys sit, look at each other. Some 
               dazed.

               Some calculating. Boobie picks up the toppled table.

                                     BOOBIE
                         We better start earning or somebody's 
                         gonna get clipped.

               Then Sonny RETURNS. Pale and shaken.

                                     SONNY
                         I can't even imagine it. What kind 
                         of people -- in broad fucking daylight -- 
                         what kind of a world --

                                     NICKY
                         What happened?

                                     SONNY
                         They stole the Mercedes.

                                                                    CUT TO:

               EXT. DAY. MOTION LOUNGE

               The guys file out. STARE at the EMPTY SPACE where the Mercedes 
               used to be.

                                                                    CUT TO:

               EXT. NIGHT. LAGUARDIA AIRPORT

               From the runway, as a JETLINER takes off...

                                                                    CUT TO:

               INT. NIGHT. AIRPLANE

               Nicky and Boobie play GIN in the second row of the FIRST 
               CLASS section. Their GIRLFRIENDS sit beside them. Sonny 
               SNOOZES behind them on the shoulder of Judy, the waitress we 
               met at the outset.

               Lefty and Donnie sit along the opposite wall, in the smoking 
               section,

                                     LEFTY
                              (sotto)
                         Donnie?

                                     DONNIE
                         What?

                                     LEFTY
                         Why'd you inject that, Donnie, with 
                         Florida?

                                     DONNIE
                         I didn't inject anything, Left.

                                     LEFTY
                         You injected that. Don't tell me no. 
                         I know you, Donnie, you don't say 
                         nothing unless there's a reason for 
                         it.

                                     DONNIE
                         I don't know, Left. I was just 
                         bullshitting around.

                                     LEFTY
                         Listen to me, Donnie. I swear on -- 
                         I don't know which to swear on, my 
                         dead father, my mother, who I love, 
                         my children -- I swear to you, 
                         something's going on that you don't 
                         know about.

                                     DONNIE
                         I know.

                                     LEFTY
                              (flaring)
                         That's the problem is, you don't 
                         know.

                                     DONNIE
                         You don't explain it to me.

                                     LEFTY
                         You think you can trust Sonny Black? 
                         Sonny Black is one big fat fucking 
                         snake in the, uh, uh...

                                     DONNIE
                         Snake in the grass,

                                     LEFTY
                         You can't say that, Donnie. Sonny 
                         Black is the skipper. You don't open 
                         your mouth about him.

                                     DONNIE
                         I was agreeing with you.

                                     LEFTY
                         Ain't the question. Now you're 
                         responsible for this. And because I 
                         represent you I'm responsible -- for 
                         the whole fucking Magilla fucking 
                         Gorilla I'm responsible.

                                     DONNIE
                         What are you so upset for? This could 
                         be great.

                                     LEFTY
                         I die wit'cha, you understand? You 
                         walk on a chalk fucking line, Donnie. 
                         I got two grenades at home -- I'd 
                         blow up Mulberry Street, you did 
                         something wrong.

                                     DONNIE
                         I'm not gonna do nothing wrong.

                                                                    CUT TO:

               INT. DAY. KING'S COURT

               Cracked leatherette and gaffer's tape. TOPLESS DANCERS move 
               greyly through their paces, ignored by the scattered 
               customers. Donnie watches through the glass of a PHONE BOOTH. 
               Supered below:

                              KING'S COURT. TAMPA, FLORIDA.

                                     DONNIE
                              (to phone)
                         I'm in Florida.

                                     MAGGIE (O.S.)
                         What are you doing in Florida?

                                     DONNIE
                         What do you think I'm doing? I'm 
                         working.

               DONNIE 'S POV

               as a Dancer bends over, waggles her bare butt...

                                     MAGGIE (O.S.)
                         It's twelve degrees here.

               INSIDE

               FRED CALVIN, a.k.a. "CALVINO", late 30s, beefy and bluff, 
               tours Lefty through the club. Shows him the LOCKERS behind 
               the bar...

                                     CALVINO
                         You run it as a 'bottle club,' members 
                         only -- keep your own liquor in the 
                         lockers, pay for setups. That way 
                         there's no liquor license.

                                     LEFTY
                         What kind of name is that, 'Calvino'?

                                     CALVINO
                         Napolitan'.
                              (resuming)
                         Banquet room, six tennis courts, 
                         swimming pool in the back...

                                     LEFTY
                         You gonna put any money in this?

                                     CALVINO
                         First class all the way, Left -- 
                         that was my original plan. Then the 
                         minute I opened the joint I discovered 
                         I had partners -- these goombahs. 
                         'Gimme two hundred.' 'Gimme three 
                         hundred.' I said, 'Hey -- I got a 
                         wife for that!'

               Lefty shoots him a withering look.

                                     LEFTY
                         Wait here.

               INSIDE THE PHONE BOOTH

               Donnie watches Lefty approach.

                                     MAGGIE
                         It's Terry's Sweet Sixteen on Friday. 
                         Did you forget?

                                     DONNIE
                         No, I didn't forget.

                                     MAGGIE (O.S.)
                         Are you going to be here?

                                     DONNIE
                         I'm gonna try. Look, Maggie, I gotta 
                         go.

                                     MAGGIE (O.S.)
                         Because it's less disappointing if 
                         you'd just say so.

                                     DONNIE
                         I'll be there, okay? I gotta go. 
                         Bye.

               Donnie moves to hang up. Remembers. Puts the phone back to 
               his mouth...

                                     DONNIE
                         I love you.

               ...into a DIAL TONE. Lefty lights an English Oval as Donnie 
               emerges.

                                     DONNIE
                         So whaddaya think?

                                     LEFTY
                         I hate Neapolitans. You vouch for 
                         this guy, Donnie?

                                     DONNIE
                         Like anybody else. I knew him ten 
                         years ago, he was okay then.

                                     LEFTY
                         What kind of man begrudges his wife?

                                     DONNIE
                         Look, I'm just making the 
                         introduction. You make the decision.

               Lefty looks around. SMILES.

                                     LEFTY
                         You imagine -- we have our own joint 
                         down here?

                                     DONNIE
                         It's up to you, Left.

                                     LEFTY
                         I just gotta sit down with the man 
                         down here.

                                     DONNIE
                         You know him? Trafficante?

                                     LEFTY
                         Fuggedaboudit. All over the world 
                         I'm known.
                              (getting an idea)
                         Like a yacht. We gotta take him out 
                         on a yacht, have a drink, relax, 
                         then he knows these are men of men 
                         he's dealing with.

                                     DONNIE
                         I know a broad down here, her brother 
                         has a boat. Big fucking yacht.

                                     LEFTY
                         Get that boat, Donnie. Stay away 
                         from the broad.

               Calvino joins them.

                                     CALVINO
                         Hey -- who's the best looking guy in 
                         Florida?

               He slaps a HUNDRED DOLLAR BILL to his forehead.

                                     CALVINO
                         Me!

               He laughs, puts his arm around an unamused Lefty.

                                                                    CUT TO:

               EXT. DAY. THE TAHITIAN

               Sonny broods by the motel pool. Judy and the other girlfriends 
               sit across the way. QUIET in the heat. Boobie rubs suntan 
               oil on himself. Nicky reads his paper. Lefty and Donnie arrive 
               in their street clothes.

                                     SONNY
                              (morose)
                         Broad daylight. I still can't get 
                         over it. You have to ask yourself -- 
                         what kind of people? They take a 
                         Mercedes -- a man's private property, 
                         they take it right off the street.

                                     BOOBIE
                         Sonny, fuggedaboudit. It's over.

                                     SONNY
                         I don't know what the world's coming 
                         to. I honestly don't.

                                     NICKY
                         Ever since they got rid of the death 
                         penalty, the whole fucking society's 
                         going down the tubes. Like I'm 
                         watching the news last night --

                                     SONNY
                         Hey, Lefty, why didn't you bring 
                         Louise?

                                     LEFTY
                         Don't equate Louise with them broads, 
                         Sonny. I bring Louise when you bring 
                         your wives.

                                     SONNY
                              (shouts)
                         Hey, Judy -- come over here and give 
                         everybody a blow job.

               Judy gives him the finger. Sonny smiles, turns to the others.

                                     SONNY
                         Isn't she spunky?

                                     NICKY
                         I'm watching the news last night. 
                         I'm lying there in bed and I see 
                         these guys from Iran, and these guys 
                         are whipping themselves.

                                     LEFTY
                         Who?

                                     NICKY
                         Iranians. You imagine? They whip 
                         themselves, with whips.

                                     SONNY
                         Lot of broads into that.

                                     LEFTY
                         Geddaddaheah, Nicky -- whipping 
                         themselves. I never heard of that.

                                     NICKY
                         Donnie, am I right?

                                     DONNIE
                         What?

                                     LEFTY
                         How come you're asking him? How come 
                         you don't ask me?

                                     NICKY
                         You just said you never heard of it.

                                     LEFTY
                         That's right. I never heard of such 
                         a fucking thing.

                                     DONNIE
                         It's like part of their religion, 
                         Left. It's called self-flagellation. 
                         They think it'll bring them closer 
                         to God.

                                     BOOBIE
                         I'd like to bring them closer to 
                         God.

                                     SONNY
                         You see how smart he's getting, 
                         Donnie, reading that paper?

                                     NICKY
                         That's what they oughtta do. Send 
                         over a bunch of wiseguys. Put a gun 
                         in your pocket, straighten them right 
                         out.

                                     LEFTY
                         Nicky, why'd I wanna go to Iran?

                                     NICKY
                         I'm saying you gotta be strong with 
                         these people.

                                     LEFTY
                         Don't tell me where I go and don't 
                         go.

                                     NICKY
                         We didn't have these problems with 
                         Nixon. And there was law and order 
                         in the streets.

               Donnie watches as the group offers a unanimous AMEN with 
               their eyes.

                                     SONNY
                              (to Lefty)
                         Everything check out with the club?

                                     LEFTY
                         Yeah.
                              (to Nicky)
                         I ain't got three dollars in my 
                         pocket, Nicky, I'm gonna go to Iran?

                                     NICKY
                         Fuggedaboudit.

                                     SONNY
                         The man down here says okay?

                                     LEFTY
                         I'm taking care of it. I gotta reach 
                         out -- in a month I'll come back and 
                         sit down with the man.

                                     SONNY
                         He knows who you are?

               ZZZZH! the whir of an autowinder and a black-and-white FREEZE 
               FRAME, All over

                                     LEFTY
                         Fuggedaboudit, Sonny, the world I'm 
                         known.

               ZZZZH!

               ZZZZH!

                                     NICKY
                         You are not known in Iran.

               And another freeze frame. Boobie gets up, dives in the pool 
               and another FREEZE FRAME.

                                                                    CUT TO:

               INT. NIGHT. SAFE HOUSE

               A nerve center set up in a hotel suite. FBI AGENTS with 
               headphones listen to WIRETAPS, bustle in and out. Donnie, 
               exhausted, sits with Bursey and Jules.

                                     DONNIE
                         I need a boat. Lefty loves boats. He 
                         wants something special to show off 
                         for Trafficante.

                                     BURSEY
                         Anything else?

                                     DONNIE
                         Yeah. What happened to my expense 
                         check? It's gotta be three months 
                         already.

               Bursey gets called to the phone, approaches.

               BARBARA JONES, 30s, a PROSECUTOR,

                                     JULES
                         Joe, this's Barbara Jones. She's an 
                         assistant US Attorney.

                                     DONNIE
                         Donnie. Call me Donnie.
                              (to Jules)
                         I gotta get reimbursed, Jules. It's 
                         fucking ridiculous.

                                     JONES
                         We're missing bits and pieces on a 
                         lot of these cases. On the 
                         loansharking --

                                     DONNIE
                         Donnie Brasco has the worst fucking 
                         credit rating in the history of the 
                         Mafia.

                                     JONES
                         Like I was saying, with the 
                         loansharking -- we have to get 
                         somebody on tape with what the rate 
                         of interest is.

               Bursey covers the phone.

                                     BURSEY
                         Does Sally Paintglass report to Nicky?

                                     DONNIE
                         Not Nicky. Nicky Cigars.

                                     BURSEY
                              (to phone)
                         Not Nicky. Nicky Cigars.

                                     DONNIE
                         Miss Jones, how many do I have solid?

                                     JONES
                         Indictments? I don't know. Fifty. 
                         Sixty.

                                     BURSEY
                              (calling out)
                         Who's Nicky Glasses?

                                     DONNIE
                         Nicky Glasses. Little Nicky.

                                     JONES
                         Joe --

                                     DONNIE
                         Donnie. Call me Donnie. I don't wanna 
                         get confused.
                              (to Jules)
                         What about the club? When's it gonna 
                         be ready?

                                     JULES
                         It'll be ready when you come back 
                         down.

                                     DONNIE
                         You gonna spend any money to fix it 
                         up or is it gonna stay a dump?

               Bursey moves to the coffee machine. Jules sits with Donnie, 
               hands him the NAGRA TAPE RECORDER. He sticks it inside his 
               COWBOY BOOT.

                                     BURSEY
                         You want some coffee, Joe?

                                     DONNIE
                              (correcting him)
                         Donnie.

                                     JONES
                         The loansharking predicates are very 
                         specific. It's really important that 
                         you focus on these things.

                                     DONNIE
                         What about the boat? I need that 
                         fucking boat. You know, I ask Berada 
                         to do something and he just says, 
                         'Done'.

                                     JULES
                         Maybe that's why he's in the hospital.

                                     JONES
                         The state says twice the lawful rate. 
                         Can you get that on tape?

                                     DONNIE
                         Just get me that fucking boat, okay?

               Bursey rejoins them, stirring his coffee.

                                     BUPSEY
                         They got that boat down here on that 
                         other investigation -- 
                         whatchamacallit. Big fucking yacht.

                                     DONNIE
                         Perfect.

                                     BURSEY
                              (laughing)
                         The agents dress up as Arab sheiks 
                         trying to bribe Congressmen. You 
                         think that'll ever amount to anything?

                                                                    CUT TO:

               EXT. NIGHT. MARINA

               Lefty talks to a CAPTAIN, 50s, topsiders and cutoffs.

                                     LEFTY
                         Five grand for that bucket for one 
                         day?

                                     CAPTAIN
                         Just listen to me --

                                     LEFTY
                         I listen to my prick. How can you 
                         say five grand?

                                     CAPTAIN
                         You don't want it, don't rent it.

               Lefty looks up. DOUBLETAKES.

               LEFTY'S POV

               as he looks down the dock, where BOOBIE meets with two 
               COLOMBIANS by a cigarette boat. He hands them a paper bag 
               full of cash to the Colombians. They hand him a BRIEFCASE. 
               Lefty backs into the shadows. Watches, TROUBLED, as Boobie 
               climbs into his car, drives away.

                                     LEFTY
                              (sotto)
                         What the fuck is he up to?

                                                                    CUT TO:

               EXT. MORNING. TAMPA AIRPORT

               The guys head toward the terminal, followed by Calvino, 
               burdened by their LUGGAGE. He lumbers like a pack-animal.

                                     SONNY
                         Left, you wanna take care of the 
                         bags? We'll be in the lounge.

               Sonny heads inside with Nicky and Boobie. Lefty looks around.

                                     LEFTY
                         Where's that fucking redcap?

               Lefty wanders off, looks up the block. Calvino stands on the 
               curb with Donnie. Looks up and down. DOUBLETAKES.

                                     CALVINO
                              (aside)
                         Oh, Jesus -- that's Hollman, Joe.

               "Joe." RAGE flickers almost imperceptibly in Donnie's eyes.

               CALVINO'S POV

               HOLLMAN, 50s, a sharply-dressed LAWYER, climbs out of a 
               Mercedes.

               Moves to the trunk, opens it.

                                     CALVINO
                         He'll make us for sure. He was the 
                         USDA with --

                                     DONNIE
                              (hard)
                         Shut up and calm down. I'll take 
                         care of it.

               Lefty rejoins them.

                                     LEFTY
                         Now listen to me, Fred -- you 
                         listening to me?

               CALVINO'S POV

               Hollman helps his wife out of the car. Shuts the door... The 
               REDCAP shows up. Starts ticketing the bags.

                                     LEFTY
                         Just get that club fixed up. Anybody 
                         says anything, you just tell them to 
                         have their people get in touch with 
                         your people in New York.

               Hollman drops his bags in line behind our guys. His wife 
               fishes in her pocketbook for the tickets...

                                     LEFTY
                         Mulberry Street. Ask for Lefty.

                                     CALVINO
                         Okay, Left.

                                     REDCAP
                              (to Lefty)
                         Excuse me, sir -- your tickets?

                                     LEFTY
                              (ignoring Redcap)
                         When we come back down, we'll sit 
                         down with Who's Who and straighten 
                         everything out.

                                     HOLLMAN
                              (to Lefty)
                         Excuse me -- he needs your tickets.

               And then he... RECOGNIZES Donnie.

                                     HOLLMAN
                         Joe?

               Donnie ignores him.

                                     DONNIE
                              (to Calvino)
                         Help this fucking guy put the bags 
                         up on the cart. You got the tickets, 
                         Left?

                                     HOLLMAN
                              (persisting)
                         Joe Pistone?

               Lefty's SUSPICION rises. Hollman moves to take Donnie by the 
               elbow.

               And Donnie WHIRLS on him.

                                     DONNIE
                              (angry)
                         Hey, buddy -- what the fuck are you 
                         selling?

                                     HOLLMAN
                         I'm sorry -- I thought I recognized 
                         you.

                                     DONNIE
                              (to Lefty)
                         Get a load of this guy. The oldest 
                         fucking scam in the book. Pretend 
                         you recognize someone and meanwhile 
                         his partner here takes your wallet,
                              (to Wife)
                         He fuck you, honey, or does he just 
                         thieve with you?

                                     HOLLMAN
                         That's my wife.

                                     MRS. HOLLMAN
                         C'mon, honey.

                                     DONNIE
                         Hah? with his fucking pencil prick?

                                     HOLLMAN
                              (ironic)
                         My mistake.

               She draws him away. They move toward the terminal.

                                     DONNIE
                              (after them)
                         'Cause if he ain't fucking you, honey, 
                         come up to First Class. We got two 
                         toilets up there.

               Calvino gives the bag to a REDCAP. Looks in his wallet.

                                     DONNIE
                         Fucking guy pissing up my leg.

                                     LEFTY
                         Relax. You're gonna bust a blood 
                         vessel.

                                     DONNIE
                         You can't even go to the fucking 
                         airport any more without some fucking 
                         Hare Krishna or somebody puts his 
                         hand in your pocket.

                                     CALVINO
                              (to Lefty)
                         You got change for a twenty?

               Lefty takes the twenty, gives the REDCAP two dollars. KEEPS 
               the twenty.

                                     LEFTY
                         Send the tickets for me and Donnie. 
                         We'll come back down in a month.

                                     CALVINO
                         Sounds good to me.
                              (about the twenty)
                         Hey Left --

               But Lefty's already on his way inside. Donnie lingers a beat.

                                     CALVINO
                         I wanted change from a twenty. He 
                         took the twenty --

                                     DONNIE
                              (sotto)
                         You ever call me Joe again I'll cut 
                         your throat.

                                                                    CUT TO:

               INT. NIGHT. PISTONE HOME — MINNESOTA

               The door unlocks, and Donnie tiptoes into the house. The 
               middle of the night. Goes into the kitchen for a snack. Opens 
               the refrigerator.

               A BIRTHDAY CAKE

               half-eaten, with the elided legend, "HAPPY SWEET SIXTEEN, 
               TERRY." He missed the party.

                                     DONNIE
                         Shit.

               INT. NIGHT. TERRY'S ROOM

                                                                    CUT TO:

               Terry lies awake. A shaft of light hits her face as Donnie 
               opens the door.

                                     DONNIE
                         Terry? You awake?

                                     TERRY
                         Yeah.

               Donnie goes to her. Sits on the bed.

                                     DONNIE
                         I' m sorry I missed your party.

                                     TERRY
                         It's okay. Uncle Bob flew in.

                                     DONNIE
                         I'm not the kind of guy that breaks 
                         his promises.

                                     TERRY
                         That's what Mom said.

                                     DONNIE
                         I'm sure that's only part of what 
                         Mom said.

                                     TERRY
                         That's between you two.

                                     DONNIE
                         What'd she say -- she wants a divorce? 
                         That's just her way of blowing off 
                         steam.

                                     TERRY
                         She was worried something happened 
                         to you.

                                     DONNIE
                         Nothing's gonna happen to me, Terry. 
                         Nothing's gonna happen to us -- I 
                         won't let it. Okay?

                                     TERRY
                         Look, I understand. It's your job.

                                     DONNIE
                         I'm doing the right thing. I know 
                         it's a sacrifice. It's the same thing 
                         I always tell you kids -- do your 
                         best, work hard, never quit. That's 
                         how I live my life. I just had no 
                         way of knowing it would go this far.

                                     TERRY
                         It was just a birthday party, Dad. 
                         You don't have to go through this 
                         big apology.

                                     DONNIE
                         You're getting grown-up now. I want 
                         you to understand.

                                     TERRY
                         Half the kids in school don't have 
                         fathers.

                                     DONNIE
                         You have a father, Terry.

                                     TERRY
                         That's not what I meant.

                                     DONNIE
                         Maybe I'm not there for the good 
                         times, but I'm there if you need me.

                                     TERRY
                         I know that, Dad.

                                     DONNIE
                         It's just another six months.

               "Another six months." That phrase. Like a knife in her heart.

                                     TERRY
                         Whenever. It's no big deal.

                                     DONNIE
                         Come here. Give me a hug.

               Terry sits up, hugs her father. Struggles against the tears. 
               And loses.

                                     TERRY
                              (sobbing)
                         I hate you. I'm sorry. I hate you so 
                         much.

               He takes this like a blow. Hugs her tighter.

                                                                    CUT TO:

               INT. MORNING. PISTONE HOME

               Donnie convenes a FAMILY MEETING over breakfast. Terry, Kerry 
               and Maggie sit, sullen, around the kitchen table. Sherry 
               runs down the stairs, sits down.

                                     SHERRY
                         Sorry I'm late.

                                     DONNIE
                         Okay. I called this family meeting 
                         because there's something we have to 
                         talk about. I know what I'm doing 
                         involves a lot of sacrifice from 
                         everyone, but this is something 
                         patriotic for the country that you 
                         can all be proud of.
                              (beat)
                         I called the meeting because we're 
                         gonna have to move.

                                     TERRY
                         I'm not moving.

                                     DONNIE
                         This isn't a democracy, Terry. This 
                         is a dictatorship. And that's my 
                         decision. It's getting too dangerous.

                                     MAGGIE
                         Well, I don't want to move either, 
                         Joe. Move where?

                                     DONNIE
                         There's too many people here who 
                         know us.

                                     MAGGIE
                         Those people are known as 'friends,' 
                         Joe. You told me when we started 
                         this that we'd be moving back close 
                         to the family. That was the deal.

                                     DONNIE
                         We're moving to Minnesota and changing 
                         our name to 'Anderson'. That's the 
                         deal. It's done.

                                     SHERRY
                         'Anderson'? Yeeccch...

                                     TERRY
                         Fuck that. I'm staying here.
                         I'll live with Kenny.

                                     DONNIE
                         That language is unacceptable, young 
                         lady. You sit down.

               Terry gets up, walks out. Maggie gets up, too.

                                     MAGGIE
                         Well, Mr. 'Anderson', you've topped 
                         yourself. Where'd you get that name -- 
                         'Father Knows Best'?

                                     DONNIE
                         Where are you going? Don't you want 
                         to discuss this?

                                     MAGGIE
                         Apparently there's nothing to discuss. 
                         I'm going to get the mail.

                                     KERRY
                         What about our friends?

                                     DONNIE
                         You'll make new friends.

                                     SHERRY
                         We're not in the FBI, Dad.

                                     DONNIE
                         Minnesota's great. Lakes and 
                         everything. We can get a nice piece 
                         of land there. Maybe we can even get 
                         a horse.

               Maggie comes back inside, reading the MAIL. Flips a letter 
               to Donnie.

                                     MAGGIE
                         You know the US government? The one 
                         you're doing this patriotic work 
                         for, that we can all be proud of?

                                     DONNIE
                         What's this?

                                     MAGGIE
                         The IRS. We got audited.

                                                                    CUT TO:

               EXT. DAY. TAMPA HARBOR

               A magnificent hand-built 75-foot motor yacht docked at the 
               marina.

               Lefty BEAMS, arms folded in satisfaction, beside Donnie. 
               Sonny, Nicky, Boobie and the girls arrive, carrying COOLERS. 
               They marvel at the boat.

                                     NICKY
                         Left, that's some fucking boat.

                                     SONNY
                         Cozz'. That's beautiful.

               Judy gives Lefty a kiss. He blushes.

                                     LEFTY
                         Sonny -- lookit what the name is. 
                         That's like my name.

               Sonny looks at the stern. Emblazoned across it: "THE LEFT 
               HAND"

                                     SONNY
                         That's some fucking irony, ain't it?

                                     LEFTY
                         That's hand-built in Taiwan, that 
                         boat.

                                     BOOBIE
                         What is that, half a million?

                                     LEFTY
                         Fuggedaboudit. There's one thing I 
                         know, it's boats. This's gotta be a 
                         million dollars, this boat.
                              (gestures toward boat)
                         Go ahead. Get comfortable. I'm gonna 
                         wait for the man.

               Sonny and the others head toward the boat. Lefty turns to 
               Donnie.

                                     LEFTY
                         Can you imagine this? I'm gonna sit 
                         down with the boss. Remember that 
                         day when we were freezing our nuts 
                         off, watching all of them going to 
                         sit down with the boss?

                                     DONNIE
                         Sonny Red and all them big puffers.

                                     LEFTY
                         In New York I never sat down with 
                         the boss in my life. This was a great 
                         idea I had, Florida.

                                     DONNIE
                         Hey, Left.

               Donnie nods toward the parking lot. Lefty looks, sees a 
               LINCOLN TOWN CAR pull up.

                                     LEFTY
                         That's him. That's Trafficante.

               Lefty jogs up the dock as STEVE DISALVO, 40s, Trafficante's 
               ENFORCER, emerges from the Lincoln.

                                     DISALVO
                         You Lefty?

                                     LEFTY
                         Nice to meet you, Mr. Trafficante.

                                     DISALVO
                         This's Mr. Trafficante.

               Lefty turns as SANTO TRAFFICANTE, 70s, a feeble old man with 
               a pork pie hat, is helped from the car by his entourage of 
               FLORIDA WISEGUYS.

               He and Lefty shake hands.

                                     LEFTY
                         That's the boat I arranged for you, 
                         Mr. Trafficante. We got a full bar, 
                         every kind of music, telephone, 
                         everything. You want anything -- 
                         anything you want -- you just ask 
                         Lefty.

               Trafficante peers down the dock through thick prescription 
               SUNGLASSES.

                                     TRAFFICANTE
                         Which one's Sonny Black?

                                                              FLASH CUT TO:

               INT. NIGHT. FBI

               Hogue looks at large color SURVEILLANCE PHOTOS of "The Left 
               Hand" as it tools around Tampa harbor. As the party 
               progresses, Sonny Black and Trafficante split off and move 
               to the bow. Then Donnie joins Sonny and Trafficante. Sonny 
               introduces them...

               OVER THIS

               taped dialogue from the group in the stern, with seagulls, 
               surf, and the sounds of a party...

               CLOSE ON -- HOGUE

               as his face turns grim...

               HOLD ON -- SURVEILLANCE PHOTO

               as Donnie shakes hands with Trafficante.

                                     HOGUE
                         An FBI man shaking hands with the 
                         boss of Florida? Did it ever occur 
                         to anyone that that is simply not 
                         possible?

                                     JULES
                         Score one for our side.

                                     HOGUE
                         What makes you so sure he's on our 
                         side?

                                                              FLASH CUT TO:

               EXT. THE PAST. BOAT

               Sonny and Donnie stand in the bow, look out over the water.

                                     SONNY
                         You can live your life like a man 
                         down here. I bet if you took my blood 
                         pressure right now it'd be down one 
                         hundred per cent. Sonny Red's got 
                         Jersey and we got Florida, and 
                         Florida's better than Jersey, right?

                                     DONNIE
                         He can stick Jersey up his ass.

                                     SONNY
                         This is a great idea I had, Florida.

                                     DONNIE
                         Once Lefty arranged it with 
                         Trafficante --

                                     SONNY
                         Fuggedaboudit. What Lefty don't 
                         understand is guys like Trafficante, 
                         their day is done.

                                     SONNY
                         A 70 year old brain can't compare 
                         with guys like us, because where 
                         he's got like 20 more years experience 
                         in his day, we got 50 more years in 
                         our day. And we're living in our 
                         day. Capeesh?

                                     DONNIE
                         Simple arithmetic.

                                     SONNY
                         Like with jeans, who had the idea 
                         with jeans and now look how much 
                         money they're making?

                                     DONNIE
                         Some young guy.

                                     SONNY
                         Lefty's a dynamite-guy, no question. 
                         But you know, the thing with him 
                         is... he's trying to help you but he 
                         hurts you. He gets those two or three 
                         wines in him...

                                     DONNIE
                         You just gotta take it with a grain 
                         of salt.

                                     SONNY
                         The books open up in December, I'm 
                         gonna propose you. You know what 
                         that means?

                                     DONNIE
                         Fuggedaboudit. Be a made guy? That 
                         would be unbelievable.

                                     SONNY
                         What I'm saying is this. You don't 
                         have to report to Lefty no more. 
                         From now on you can report to me.

               CLOSE ON -- DONNIE

               as he calculates the advantages and dangers of his new 
               offer...

               IN THE STERN

               Lefty broods, nurses a spritzer. Watches Donnie with eyes 
               full of anger and resentment. Boobie sidles up to him.

                                     BOOBIE
                         Can I ask you something? Did you get 
                         this boat or did Donnie get this 
                         boat?

                                     LEFTY
                         Some broad down here he used to know, 
                         it belongs to her brother.

                                     BOOBIE
                         He knows a lot of broads, Donnie.

                                     LEFTY
                         If Donnie had a dollar for every 
                         broad of all his broads, he could 
                         buy the fucking boat himself.

                                     BOOBIE
                         If Donnie's got so many broads, how 
                         come we never seen none of them?

                                     LEFTY
                         He uses them broads like Kleenex. He 
                         won't spend a dollar to take a lady 
                         out.

               Boobie drinks, takes a beat.

                                     BOOBIE
                         You ever notice Donnie'll buy guns 
                         from you, if you're offing guns, but 
                         you never see him be the one offing 
                         guns?

               Lefty thinks a beat.

                                                                    CUT TO:

               INT. NIGHT. TAHITIAN

               Donnie takes off his cowboy boots. Takes the Nagra out of 
               his boot Rewinds the tape. Plays it.

                                     DONNIE (O.C.)
                         I just got some things I gotta take 
                         care of, back in the city.

                                     SONNY (O.S.)
                         When you come back, you represent me 
                         in Florida.

               He SNAPS it off. Hides it back in his cowboy boot.

                                                                    CUT TO:

               INT. DAY. LAGUARDIA AIRPORT

               Donnie and Lefty wait with the crowd at the BAGGAGE CAROUSEL.

                                     LEFTY
                         I'm telling you, it's good to be 
                         back in New York. That fucking Florida 
                         baked everybody's brain. When Sonny 
                         gets out of the fucking sun he's 
                         gonna realize what a miserable fucking 
                         idea you had.

                                     DONNIE
                         How long's he gonna stay down there?

                                     LEFTY
                         Do I know?
                              (resuming)
                         I never saw so many old people in my 
                         life. Who the fuck wants to go to 
                         Florida? Sometimes you are one stupid 
                         cocksucker, Donnie.

               Donnie FLARES at the word "cocksucker."

               THEIR POV

               as Lefty's SUITCASE moves toward them. Donnie doesn't budge.

                                     LEFTY
                         Donnie -- that's my bag, Donnie. 
                         Donnie --

                                     DONNIE
                         Nobody calls me cocksucker. 
                         Understood?

                                     LEFTY
                         You get that fucking bag.

                                     DONNIE
                         I'm not getting it.

                                     LEFTY
                         Pick it up.

                                     DONNIE
                         NO.

                                     LEFTY
                         Pick up the fucking bag.

                                     DONNIE
                         No fucking way, Left.

                                     LEFTY
                         Don't think you got the wood over my 
                         eyes, Donnie. I watch you siding up 
                         to Sonny Black.

                                     DONNIE
                         That's got nothing to do with it.

                                     LEFTY
                         Now you're on your fucking high 
                         horses.

                                     DONNIE
                         I got no fucking loyalty to Sonny 
                         Black. That ain't the issue.

                                     LEFTY
                              (off bags)
                         Donnie -- that's the other one!

                                     DONNIE
                         Nobody calls me cocksucker.

                                     LEFTY
                         For your information I'll call you 
                         whatever the fuck I want. I call you 
                         cocksucker. I call you motherfucker. 
                         I call you, uh, uh...

               Other PASSENGERS start to clear them a wide berth...

                                     DONNIE
                         You're the fucking cocksucker. Huh? 
                         You fucking cocksucker -- how does 
                         it feel?

                                     LEFTY
                         Fuck. My fucking knife's in the bag.

               Lefty's chases after the suitcase...

                                     DONNIE
                         Go ahead, Left. Fucking whack me. 
                         Stab me. Right in the fucking baggage 
                         claim.

                                     LEFTY
                         You pick up that bag, Donnie.

                                     DONNIE
                         Whack me! Because you know what? You 
                         make me so fucking mad I'm gonna 
                         whack you and then I'm gonna get 
                         whacked for whacking you anyway!

                                     LEFTY
                         You can't call me cocksucker, Donnie.

                                     DONNIE
                         I ain't picking up the bag.

                                     LEFTY
                         You pick it up.

                                     DONNIE
                         I ain't.

                                     LEFTY
                         You pick up that bag, Donnie.

                                                                    CUT TO:

               INT. LATER. LAGUARDIA

               Donnie and Lefty stand ALONE by the carousel, arms folded, 
               as their suitcases go around.

                                                               DISSOLVE TO:

               INT. NIGHT. PISTONE HOME — MINNESOTA

               Terry and Kerry and their new BOYFRIENDS make out on their 
               parents' bed. Limbs writhing in adolescent lust. Then a 
               RING...

               THE LEFTY PHONE

               by the bedside. They stop, watch it ring. Then Terry's hand 
               MOVES toward the forbidden phone. This close...

                                     KERRY
                         Terry!

               INT. NIGHT. LEFTY'S APARTMENT

                                                                    CUT TO:

               Lefty SLAMS the phone down. Sits with a huff in his chair. 
               Louise brings him a spritzer.

                                     LOUISE
                         Here you go, Bennie.

                                     LEFTY
                         Did Donnie call today?

                                     LOUISE
                         No. I don't know when's the last 
                         time I heard from him. Is he out of 
                         town?

                                     LEFTY
                         Shut up, Louise.

               On Louise, hurt -- Lefty doesn't talk to her that way. She 
               exits.

               Lefty, frustrated, turns on the TV.

                                                                    CUT TO:

               INT. NIGHT. JAPANESE RESTAURANT

               A Japanese MAITRE D' greets Sonny, Donnie, Nicky and Boobie 
               at the door.

                                     MAITRE D'
                         Good evening. Please step this way.

               The Maitre d' ushers them inside. Donnie lingers behind, 
               NERVOUS...

                                     NICKY
                         My wife says it's very in, Japanese. 
                         She heard it on John Gambling. Very 
                         big now.

               The Maitre d' stops them.

                                     MAITRE D'
                         Please to remove your shoes.

               DONNIE'S COWBOY BOOT

               with the Nagra in it. The Maitre d' waits for Donnie's shoes, 
               GESTURES... Donnie thinking fast...

                                     DONNIE
                         Get a load of this guy.
                              (to Maitre d')
                         How about you take off your fucking 
                         pants?

                                     NICKY
                         That's part of the thing of it, 
                         Donnie. You take off your shoes and 
                         sit on the floor.

                                     DONNIE
                         I'm not taking my shoes off for this 
                         guy.

                                     MAITRE D'
                         I'm afraid is necessary.

                                     SONNY
                         C'mon, Donnie. Just take off your 
                         fucking shoes and let's eat.

                                     BOOBIE
                         What's the big deal?

                                     DONNIE
                         Hey, Boobie, who won the fucking 
                         war?

                                     SONNY
                         Donnie -- I'm hungry and I ain't in 
                         the mood.

                                     DONNIE
                         I ain't doing it.

                                     SONNY
                         Take off your fucking shoes or I'm 
                         gonna chop off your fucking legs.

                                     MAITRE D'
                         Is house rule.

                                     DONNIE
                         I grew up an orphan because my Dad 
                         took a fucking bullet in Okinawa, 
                         and I'll lose my boot up his fucking 
                         asshole before I'll take orders from 
                         fucking Mr. Moto here.

                                     MAITRE D'
                         Is house rule.

                                     SONNY
                         I wanna fucking eat, Donnie.

                                     MAITRE D'
                         Rule of house.

               The moment of truth.

               DONNIE BLOWS

               GRABS the Maitre d' and RAMS him through the doors of the 
               MEN'S ROOM.

                                                                    CUT TO:

               INT. MEN'S ROOM

               Donnie and the Maitre d' go at it. The little guy's game, 
               quick and tough. Then the other SWARM inside. And the MASSACRE 
               begins.

               FISTS AND KICKS

               crunch down on the Maitre d'. Donnie in with them -- EXCITED 
               by the fray, the adrenaline RUSH. He KICKS the Maitre d' 
               hard... The Maitre d' SCREAMS...

                                                                    CUT TO:

               INT. THE PRESENT. FBI

               Hogue listens to the tape... Donnie's hard breathing... The 
               Maitre d's screams... The THUDS of Donnie's kicks...

                                                              FLASH CUT TO:

               INT. THE PAST. MEN'S ROOM

               Nicky takes a roll of quarters. Holds it in his fist, PUNCHES 
               hard across the Maitre d's brow. Blood TORRENTS from the 
               gash... Blinded by the blood, the Maitre d' swings wildly...

               BOOBIE SLIPS

               on the blood and falls into the PUDDLE... Sees the STAINS on 
               his slacks... In a rage now... Boobie grabs a GARBAGE CAN, 
               swings it at the Maitre d', who sinks in a heap, unconscious. 
               The guys continue to KICK at him...

               CLOSE ON -- DONNIE

               as he backs away, APPALLED by the explosion of violence -- 
               and his part in it.

                                                              FLASH CUT TO:

               INT. SAME TIME. FBI

               PHOTOS of the Maitre d', bloodied and bruised, taken at the 
               hospital afterwards. Hogue inspects them.

               OVER THIS

               the tape plays...

                                     BOOBIE (O.S.)
                         How many times I gotta tell you, 
                         Nicky? The head bleeds like a 
                         motherfucker.

                                     NICKY (O.S.)
                         Try club soda. Sometimes that works, 
                         club soda.

                                     BOOBIE (O.S.)
                         Goddam Brioni suit.

                                     HOGUE
                         This is what the FBI does? You're 
                         telling me this is the fucking FBI?

                                     BERADA
                         You think Joe went over to the other 
                         side?

                                     HOGUE
                         I think that's a question worth 
                         asking, don't you?

                                     BERADA
                         Ask him the fuck yourself.

                                     HOGUE
                         From everything we know what he did 
                         is simply not possible. Then you 
                         look at the guns and the porno tapes 
                         and
                              (with photos)
                         this. That is not the behavior of an 
                         FBI agent. I listen to those tapes 
                         and that is not the speech of an FBI 
                         agent.

                                     JULES
                         I'm tired of defending what we did. 
                         You're so sure he went over the other 
                         side? Maybe we should fucking arrest 
                         him.

                                     LEBOW
                         We should pull him out, is what we 
                         should do.

                                     JULES
                         We don't even know where the fuck he 
                         is, Clarence. Remember?

                                     BERADA
                         Joe's a seducer. He seduced them.

                                     HOGUE
                         Well, maybe he fucking seduced you.

               THE CLOCK

               on the wall reads "9:30." The phone RINGS. Jules grabs it. 
               Listens a beat. Turns to the others.

                                     JULES
                         The guy inside spotted Sonny Black 
                         at the wedding. Donnie's with him.

                                                                    CUT TO:

               INT. SAME TIME. CHURCH HALL

               FBI #2, in the guise of a BUSBOY, pours water. Keeps an eye 
               on our guys at a remote table, amidst several hundred GUESTS.

               AT THE TABLE

               Our guys, dour and nervous, sit with their wives. Donnie 
               with a blonde BIMBO.

                                     SONNY
                         What kind of a fucking table is this? 
                         We're in fucking Siberia with this 
                         table.

               RED COWBOY BOOTS

               approach beneath tuxedo pants. Sonny Red, accompanied by his 
               son Bruno and Big Trin, claps Sonny Black on the back.

                                     SONNY RED
                         I heard you was down in Florida.

                                     SONNY
                         Yeah, you know -- take the sun. I 
                         didn't want to come back.

                                     SONNY RED
                         You got friends in Florida?

                                     SONNY
                         They're very friendly down there, 
                         the people.

               Sonny Red pinches Sonny's cheek.

                                     SONNY RED
                         Nice color you got. Red!

               Bruno and Big Trin laugh uproariously. They move on as our 
               guys look daggers their way.

                                     SONNY
                         I gotta go to the John.

               Sonny gets up. All the guys get up with him. Follow Sonny to 
               the John.

               SONNY RED

               watches them from his table. Then looks up.

               SONNY RED'S POV

               of the FBI "busboy" as he clears the salad dishes... Sonny 
               Red whispers something to Bruno.

                                                                    CUT TO:

               INT. SAME TIME. FBI HEADQUARTERS

               Hogue turns to LeBow.

                                     HOGUE
                              (covering phone)
                         You're sure the informant said 
                         tonight?

                                     LEBOW
                         The hit's going down tonight.

                                     JULES
                         In about two fucking minutes they're 
                         gonna start getting suspicious about 
                         that surveillance van.

                                     HOGUE
                              (to phone)
                         Anything from the guy inside?

                                     JULES
                         We have a guy inside, sir -- Joe's 
                         the guy inside. And clearly he doesn't 
                         think there's a problem.

                                     LEBOW
                         He can't stay undercover forever. If 
                         it's not now, it's next week. Or 
                         next month.

                                     HOGUE
                              (to phone)
                         If they leave, stay with them.

                                     JULES
                         Are you out of your fucking mind? A 
                         fucking New Jersey telephone repair 
                         van in the rear-view mirror all the 
                         fucking way to Brooklyn? Why don't 
                         you just put a bullet in his head?

                                                                    CUT TO:

               INT. SAME TIME. BATHROOM

               Boobie and Donnie enter first, hands ready by the guns in 
               their cummerbunds. Check all the stalls. Nicky posts himself 
               by the door and Sonny enters with Lefty. Sonny goes into the 
               STALL. Closes the door behind him.

                                     NICKY
                         I heard the zips went in with Sonny 
                         Red.

                                     BOOBIE
                         The only ones in with us is us.

               VILE NOISES

               emanate from the stall. The guys stand around, awkward, 
               nervous, watching.

                                     LEFTY
                         Christ, Sonny -- what'd you eat for 
                         lunch?

                                     SONNY
                         Judy.

               The guys LAUGH. Then FLINCH as the door OPENS... Hands at 
               their guns...

               PHILLY LUCKY

               holds his hands up, palms up.

                                     PHILLY LUCKY
                         Where's Sonny?

               The toilet FLUSHES. Sonny emerges. Looks to Philly Lucky.

                                     PHILLY LUCKY
                         Sonny wanted me to tell you -- he 
                         wants to schedule a sitdown. Hash 
                         everything out.

                                                                    CUT TO:

               INT. LATER. FBI HEADQUARTERS

               Hogue looks at the clock: "11:10". Looks at Jules. Gets back 
               on the phone.

                                     HOGUE
                              (to phone)
                         What's going on?

                                     TECH #1 (O.S.)
                         They're coming out.

                                                                    CUT TO:

               EXT. SAME TIME. CHURCH HALL

               Sonny hands his car keys to his wife.

                                     SONNY
                         You go home with Irene. We're going 
                         out bouncing.
                              (to Boobie)
                         C'mon. We'll take your car.

               His wife gives Sonny a perfunctory kiss on the cheek. She 
               and Boobie's wife climb into Sonny's new Mercedes.

                                                                    CUT TO:

               INT. SAME TIME. FBI HEADQUARTERS

               Hogue covers the phone. Turns to the others.

                                     HOGUE
                         They're putting the wives in a 
                         separate car.

                                     JULES
                         Just get that van out of there.

                                     LEBOW
                         We just found him. Now you want to 
                         unfind him?

                                     MARSHALL
                         Seems like a false alarm, thank God.

                                     LEBOW
                         Tonight maybe it's a false alarm. So 
                         tomorrow night he gets killed. Or he 
                         kills somebody -- did you ever think 
                         of that?

                                     JULES
                         You make it sound like Joe's the 
                         only one in danger from these guys -- 
                         eight million people in the city of 
                         New York are in danger from these 
                         guys. If they walk away from this 
                         because we don't have the cases 
                         they'll be stronger than they ever 
                         were.

                                     MARSHALL
                         You have to make a decision, sir.

                                     HOGUE
                         I can't make a decision this way! 
                         It's fucking insanity!

                                     JULES
                         You have to get that van out of there. 
                         Just give me the phone.

                                     HOGUE
                         It's my watch. It's my call.

                                     JULES
                              (right back)
                         Then make the fucking call. Either 
                         you trust him or you don't. That's 
                         what it's always been with this. 
                         Either you trust Joe or you don't.

               Hogue thinks a long beat. Gets back on the phone.

                                     HOGUE
                              (to phone)
                         Okay. Wrap it up and get out of there.

                                                                    CUT TO:

               EXT. NIGHT. CHURCH HALL

               Sonny, Boobie, Lefty, Nicky and Donnie walk toward the cars. 
               Lefty and Nicky split off toward Lefty's Cadillac.

                                     SONNY
                         Donnie -- ride with us.

               Nicky and Lefty climb into Lefty's Cadillac. Sonny, Boobie 
               and Donnie approach Boobie's Cadillac. Donnie reaches for 
               the back door.

                                     SONNY
                              (to Donnie)
                         Why don't you sit in front?

               A sudden chord of TERROR plays up Donnie's spine. Donnie 
               looks to Lefty for help... For some indication... But his 
               eyes are DEAD. They all climb in Boobie's Cadillac.

               THE SURVEILLANCE VAN

               pulls away from the curb, drives off... Boobie pulls out of 
               the lot in is Cadillac, drives off in the opposite direction.

                                                                    CUT TO:

               INT. SAKE TIME. FBI HEADQUARTERS

               Hogue BROODS as the FBI men roll down their sleeves, pull on 
               their jackets, snap closed their briefcases...

                                     JULES
                         I told you that wire was a fucking 
                         fiction writer.

                                     LEBOW
                         He's never been wrong before.

                                     HOGUE
                         What exactly did the informant say?

                                     LEBOW
                         He said the hit's going down tonight 
                         at the wedding.

                                     HOGUE
                         Did he say a hit on Sonny Black?

                                     LEBOW
                         A hit. There's a war between Sonny 
                         Red and Sonny Black -- they're both 
                         at the wedding -- I interpolated 
                         that --

                                     HOGUE
                         Who was this informant? Where does 
                         his information come from?

                                     LEBOW
                         He's close to guys who are close to 
                         the guys in Sonny Black's, crew. 
                         He's very reliable.

                                     HOGUE
                         Goddamit!

               Hogue frantically dials the phone.

                                     LEBOW
                         What?

                                     HOGUE
                         Sonny Black's not the target. Sonny 
                         Black's the shooter!

                                     LEBOW
                         I just assumed —-

                                     MARSHALL
                         Oh my God.

                                                                    CUT TO:

               INT. LATER. BOOBIE'S CADILLAC

               Boobie drives, Donnie beside him. The menacing QUIET of the 
               open road. Past PROSPECT PARK...

                                     SONNY
                         Hey, Boob, remember how we used to 
                         run around here, when we was kids? 
                         We used to have running races...

                                     BOOBIE
                         I whipped your ass many a time.

                                     SONNY
                         Fuggedaboudit.

                                     BOOBIE
                         When I raced wit'cha, it looked like 
                         you're standing still.

                                     SONNY
                         Oh, yeah? Pull over.

                                     BOOBIE
                         Fuggedabouit. I whipped your ass. 
                         Your day is done.

                                     SONNY
                         Pull over. We're gonna see whose day 
                         is done. C'mon, Donnie. You do the 
                         on the marks.

               Boobie pulls over. They pile out of the car.

                                                                    CUT TO:

               EXT. NIGHT. PROSPECT PARK

               Boobie and Sonny crouch at an imaginary starting line.

                                     SONNY
                         Okay. We're running to the fountain.

                                     BOOBIE
                         Okay.

                                     SONNY
                         You remember the fountain?

                                     BOOBIE
                         I remember the fountain.

                                     SONNY
                         Donnie -- you do the 'on your marks'.

                                     DONNIE
                         On your marks. Get set. Go!

               They JUMP off the line... RUNNING through the blackness... 
               Sonny takes an early lead, but Boobie's leaner... Starts to 
               pull away... Looks over at Sonny, GRINS...

               DONNIE PEERS

               into the darkness... Sees them DISAPPEAR into the trees.

               SONNY AND BOOBIE RUN

               huffing and puffing... They disappear into the darkness... 
               And Donnie realizes that he's

               ALONE IN THE DARK

               Turning, around and around... A RAT with no place to hide...

               THE RACE CONTINUES

               Boobie looks over at Sonny, pulls away...

               DONNIE IN TERROR

               Adrenaline rushes through him. As he turns, and turns, and 
               WAITS... For the bullet that will kill him...

               BOOBIE RUNS

               Sonny yards behind him. Then Sonny STOPS. Reaches into his 
               waistband. And pulls out

               A PISTOL

               Boobie running FREE in the night... Reaches the fountain, 
               holds up his arms in victory. Leans over, hands on knees, 
               WHEEZING. Turns, smiling. And his smile FRACTURES.

               DONNIE FLEES

               Jogs a couple of steps to find some cover... Then hears

               A DISTANT GUNSHOT

               as it echoes through the park. Donnie crouches by reflex. 
               From the shadows, a man STAGGERS toward Donnie -- it's Boobie, 
               bleeding profusely from a head wound... Sonny chases him... 
               The champagne POP! of more GUNSHOTS...

               SONNY AIMS

               fires... His .45 JAMS...

                                     SONNY
                         Fucking son of a bitch! Donnie, get 
                         'im!

               Boobie STAGGERS, bleeding from three wounds now... Running 
               toward his car... Donnie runs toward him... The CRUNCH of 
               wet grass...

               DONNIE TACKLES HIM

               Boobie falls heavily... BLOOD belches out of his mouth...

                                     BOOBIE
                         Help me...

               Sonny catches up. Grabs his .45 by the barrel and savagely 
               SMASHES Boobie in the head. A thick sound—like a melon falling 
               off a shelf.

               Again and again... Blood EVERYWHERE... Donnie backs off, 
               looks up, as

               LEFTY ARRIVES

               in his Cadillac. Nicky beside him. Sonny tosses Boobie's 
               keys to Donnie.

                                     SONNY
                         Pull his car around, I think he has 
                         a bag in the trunk.

                                                                    CUT TO:

               INT. LATER. LEFTY'S APARTMENT

               Lefty pours Donnie a Scotch. Sits down with a spritzer.

                                     LEFTY
                         He was holding out on him. Fucking 
                         coke deal Boobie was running down in 
                         Florida.

                                     DONNIE
                         Sonny found out about it?

                                     LEFTY
                         Do I still gotta school you after 
                         whatever fucking years? That's the 
                         worst thing you could do to a man 
                         like Sonny Black. You could pull his 
                         cock before you could take a dollar 
                         out of his pocket.

                                     DONNIE
                         How'd he find out?

                                     LEFTY
                         Who?

                                     DONNIE
                         Sonny.

                                     LEFTY
                         Why the fuck are you asking so many 
                         fucking questions, Donnie?

                                     DONNIE
                         I don't know, Left. Boobie was a 
                         friend of all of us.

                                     LEFTY
                         Boobie wasn't no friend to you, 
                         Donnie, believe me.

                                     DONNIE
                         What are you talking about?

                                     LEFTY
                         Ain't nobody gonna give you a pass 
                         no more, Donnie. You walk on a chalk 
                         fucking line from now on.

               CLOSE ON -- DONNIE

               as he realizes that Lefty sold out Boobie to save him.

                                     DONNIE
                         You told Sonny that Boobie was holding 
                         out?

                                     LEFTY
                         Ain't the question.

                                     DONNIE
                         Because of me? What was Boobie saying?

                                     LEFTY
                         Ain't the question, Donnie.

               Lefty finishes his spritzer. Gets up to make another.

                                     LEFTY
                         I don't know what made you think I'd 
                         give you up. I had too many fucking 
                         disappointments in my life. Never in 
                         the fucking end of the earth will I 
                         give you up.

                                                                    CUT TO:

               INT. NIGHT. DONNIE'S APARTMENT

               Donnie holds the Nagra in his hand. The SOUNDS of the murder 
               as it plays...

                                     BOOBIE (O.S.)
                              (on tape)
                         Help me...

               Then the CRUNCH as Donnie tackles him. Donnie rips the tape 
               out of the Nagra, throws it in the sink. BURNS it.

                                                                    CUT TO:

               INT. DAY. THE MOTION LOUNGE

               Donnie watches "The Today Show" on the TV over the bar. The 
               guys plan gin.

                                     JOHN PALMER (O.S.)
                         ...In other news an FBI sting has 
                         resulted in the arrests of over 100 
                         state and Federal officials...

               ON THE SCREEN

               Surveillance images of FBI "SHEIKS" dressed in flowing 
               caftans... Then the image cuts to VIDEO of the same "sheiks" 
               partying with CONGRESSMEN on a docked YACHT...

                                     PALMER (O.S.)
                         ...Known as ABSCAM, it was the largest 
                         such operation in the Bureau's 
                         history...

               Donnie peers more closely at the TV.

               CLOSE ON -- THE STERN

               with the name "The Left Hand" emblazoned on it.

                                     SONNY
                         Donnie, pull up a chair.

               Donnie takes a last look at the TV. Joins Sonny, Nicky and 
               Lefty at the card table as Nicky shuffles the cards.

                                     NICKY
                              (to Donnie)
                         You know how to keep score?

               A moment of recognition that BOOBIE'S GONE.

                                                                    CUT TO:

               EXT. DAY. PISTONE HOME

               Donnie mows the grass. Row after precise row. RAKES the 
               clippings into identical, evenly spaced PILES. Fills up TRASH 
               BAGS, piles them neatly on the curb.

               IN THE DRIVEWAY

               A STATION WAGON parked next to Maggie's CORVETTE. Donnie 
               notices that the station wagon is filthy. RUNS a finger 
               through the dirt on the hood.

               DONNIE CLEANS

               the pile of TRASH in the well of the car -- McDonald's 
               wrappers, Tampax wrappers, a copy of Mademoiselle, a lipstick, 
               a basketball... DUMPS it. Pulls out the ASHTRAY. Something 
               that makes him suspicious...

               DONNIE RUBS THE ASHES

               between his fingers. RECOGNITION... He DIGS into the space 
               between the seats. Finds a quarter. A paper clip. And then:

               A SEED

                                                                    CUT TO:

               INT. DAY. PISTONE HOME

               Terry stumbles down the stairs in her bathrobe, half-asleep. 
               She hears Donnie CRASH inside, and something tells her it's 
               about her.

               ABOUT FACE into the bathroom...

               IN THE LIVING ROOM

               Donnie hears the bathroom door upstairs CLICK, locked. Turns 
               as Maggie enters from the kitchen.

                                     DONNIE
                         Where's Terry? She still asleep?

                                     MAGGIE
                         I think so. What's the matter?

                                     DONNIE
                         Asleep. Perfect. Asleep at 12 noon. 
                         It all fits the profile.

                                     MAGGIE
                         What profile? Joe, you're scaring 
                         me.

                                     DONNIE
                         The twelve warning signs. Our daughter 
                         Terry is a drug user.

               INSIDE THE BATHROOM

               Terry listens by the door.

                                     TERRY
                         Shit.

               BACK IN THE LIVING ROOM

               as Donnie counts off the "warning signs" of drug addiction.

                                     DONNIE
                         Oversleeping. Short attention span. 
                         Hostility to authority. Binge eating --

                                     MAGGIE
                         That would apply to every teenager 
                         in America.

                                     DONNIE
                         Don't tell me my business. Do you 
                         know what this is?

               He holds out the marijuana seed. Maggie peers at it.

                                     DONNIE
                         This is a marijuana seed.

                                     MAGGIE
                         Where did you find that?

                                     DONNIE
                         Maggie, I am an FBI agent. That's 
                         who I am. I am out there risking my 
                         life, 18, 20 hours a day, weekends, 
                         Christmas --

                                     MAGGIE
                         You don't have to tell me, Joe.

                                     DONNIE
                         Well, what do you think I'm doing it 
                         for? I am spending my life to put 
                         away the guys that make money off 
                         this shit, and I'm damned to hell if 
                         I'm gonna have it in my house.

                                     MAGGIE
                         You know, Jules called me this week. 
                         Do you know they're looking for you?

                                     DONNIE
                         Don't change the subject.

                                     MAGGIE
                         I'm not changing the subject. You're 
                         the subject, Joe. You're becoming 
                         like them.

                                     DONNIE
                         I'm not the fucking pothead.

                                     MAGGIE
                         You don't see it.

               Donnie turns, heads up the stairs, Maggie following.

                                     DONNIE
                         Geddadaheah. Go weigh yourself or 
                         something. Sleeping Beauty and I are 
                         going out to the woodshed.

                                     MAGGIE
                         In my next life I'm gonna marry a 
                         Jewish doctor.

                                     DONNIE
                         In the fucking car that I make the 
                         payments on, in the fucking driveway 
                         of the house that I pay the fucking 
                         mortgage on -- a goddam marijuana 
                         seed --

                                     MAGGIE
                              (defiant)
                         How do you know it isn't mine?

               Donnie stops a beat. RAGE drumming up inside him, rage that 
               CRESCENDOES as he

               SMACKS HER BACKHAND

               She looks up at him. Not hurt. But devastated. Donnie moves 
               to comfort her, to apologize... Maggie SMACKS HIM BACK.

               Then storms out of the house. Donnie BROODS, looks up to the 
               landing as Sherry and Kerry come out from their rooms. From 
               outside, SOUNDS of Maggie as she SLAMS into her Corvette and 
               zooms out of the driveway, engine ROARING and tires 
               SQUEALING...

                                                              SMASH CUT TO:

               INT. DAY. HOSPITAL

               Donnie BANGS through swinging doors, past ORDERLIES in white 
               coats, his face tight with anxiety, his skin green in the 
               cold fluorescent light.

               AT THE DESK

               He bulls past two waiting GUESTS, accosts the NURSE.

                                     DONNIE
                         I'm looking for my wife. Mrs. 
                         Anderson. Maggie Anderson. She was 
                         in an accident? I'm her husband.

               The Nurse gives him a form on a clipboard.

                                     NURSE
                         Here you go. You're Mr. Anderson?

                                     DONNIE
                         Where is she?

                                     NURSE
                         Only the immediate family is allowed 
                         in ICU. Do you have a driver's 
                         license?

               He gives her his driver's license.

                                     DONNIE
                         Is she okay?

                                     NURSE
                         Excuse me. This says, 'Donald Brasco'.

                                     DONNIE
                         Christ. Let me just see her. She'll 
                         tell you who I am.

                                     NURSE
                         We can't do that.

                                     DONNIE
                         If I could see her we could clear 
                         this whole thing up.

                                     NURSE
                         I'm sorry, sir. We need proof of ID.

                                     DONNIE
                         I need ID to see my fucking wife? 
                         I'm her husband! Who the fuck else 
                         would I be?

               A DOCTOR, cold-blooded, 30s, arrives.

                                     DOCTOR
                         Mr. Anderson?

                                                                    CUT TO:

               INT. NIGHT. X-RAY ROOM

               The DOCTOR shows Donnie the X-rays.

                                     DOCTOR
                         Collapsed lung. Broken wrist, 
                         collarbone. Multiple lacerations 
                         from the glass. The most serious 
                         injury was from her contact lenses -- 
                         they smashed into her corneas. They're 
                         torn up pretty badly. She may lose 
                         an eye.

                                     DONNIE
                         Can't I see her?

                                     DOCTOR
                         We'll see if she stabilizes in a 
                         couple of hours.

                                                                    CUT TO:

               EXT. LATER. WAITING ROOM

               Donnie sits, anxious. The girls sit alongside him.

                                     KERRY
                         We had a family meeting, Dad. You 
                         have to quit.

                                     DONNIE
                         Look, Mom's gonna be okay.

                                     TERRY
                         This isn't a democracy. This is a 
                         dictatorship.

                                     KERRY
                         A dictatorship of us.

                                     DONNIE
                         I know how you're feeling. But it's 
                         just --

                                     SHERRY
                         Just another six months.

                                     DONNIE
                         Maybe just a few more weeks.

                                     KERRY
                         Forget it, Dad. It's the job or us.

                                     TERRY
                         End of discussion.

               Kerry stares him down. Terry looks away. Donnie puts his arm 
               around her. She shrugs it off.

                                                                    CUT TO:

               INT. NIGHT. INTENSIVE CARE

               Maggie lies in bed, eyes BANDAGED, her face a web of GASHES. 
               Wrist in a cast. A thick TUBE runs from a LUNG MACHINE into 
               her mouth.

               Donnie takes her hand. She holds his HARD.

                                     DONNIE
                         The doctor says you're gonna be okay. 
                         We just have to get you into 
                         rehabilitation as soon as we can. 
                         You'll be as good as new before you 
                         know it.

               The lung machine whirs and wheezes...

                                     DONNIE
                         Maggie, listen to me, Maggie, because 
                         this is what it is. The minute I 
                         come out from under all these guys 
                         I'm with, they will all be killed -- 
                         because of me. Because they trusted 
                         me.
                              (beat)
                         I gotta go back.

               Maggie pulls her hand back. Turns away from him. He can tell 
               she's not buying...

                                     DONNIE
                         I have a chance here to become a 
                         made guy -- an FBI agent a made guy 
                         in the Mafia. It's gonna happen the 
                         end of the year. And then I'll come 
                         out. Then it'll all be over. You'll 
                         have me for the rest of your life.

               Maggie waves him away. Turns away from him. A NURSE enters 
               and Donnie, with sadness but no regrets, exits.

                                                                    CUT TO:

               INT. NIGHT. LAGUARDIA AIRPORT

               Donnie dials at a pay phone, cradles the receiver while it 
               rings.

                                     DONNIE
                         Louise? It's Donnie.

                                                                    CUT TO:

               INT. NIGHT. LEFTY'S APARTMENT

               Louise on the phone in the kitchen.

                                     LOUISE
                         What is it -- Tuesday? I haven't 
                         seen him since Sunday. I thought he 
                         was with you.

                                                                    CUT TO:

               INT. SAME TIME. AIRPORT

               Donnie pumps a quarter into the pay phone. Bursey picks up 
               at the other end.

                                     BURSEY (O.S.)
                         Hello, Bursey.

                                     DONNIE
                         Look, I think that sitdown's tonight. 
                         I can't find Lefty.

                                     BURSEY (O.S.)
                         Why didn't you go?

                                     DONNIE
                         Only made guys can go to a sitdown.

                                     BURSEY (O.S.)
                         So what do you want me to do?

                                     DONNIE
                         I don't know. Listen to me -- I'm 
                         worried.

                                                                    CUT TO:

               EXT. NIGHT. BIG TRIN'S HOUSE

               Big Trin drives Philly Lucky, Sonny Red and Anthony Bruno in 
               his big Lincoln.

                                     SONNY RED
                         All my fucking life I hadda be Sonny 
                         Red. Sonny Red and Sonny Black. I 
                         got upped. Then he got upped. Finally 
                         the night has come. Tomorrow morning 
                         I can just be 'Sonny'. Not Red. The 
                         one and only. 'Sonny'.

                                     BRUNO
                         Where you got the guns?

                                     BIG TRIN
                         Relax. They're in the basement.

                                     BRUNO
                         The basement of your house?

                                     BIG TRIN
                         Hey, Sonny, my jacket's losing its 
                         crease. Will you tell your kid to 
                         stop breathing on me?

                                     BRUNO
                         I wanna get there in time to set up.

               Big Trin pulls into his driveway.

                                     SONNY RED
                         The sitdown's in two hours. I waited 
                         my whole life, Bruno, you can wait 
                         two hours.

               They climb out of the car. Philly Lucky stays put.

                                     BIG TRIN
                         What the hell's wrong with you?

                                     PHILLY LUCKY
                         I ain't going in your fucking 
                         basement. You got spiders all over 
                         that basement.

                                     BIG TRIN
                         He's scared of spiders. What a piece 
                         of work.

                                     PHILLY LUCKY
                         Leave me the keys. I wanna play the 
                         radio.

               Big Trin flips him the keys.

               TWO WOODEN DOORS

               alongside the house, leading down into the basement. With a 
               groan, Big Trin bends, pulls them open. Flips a LIGHT SWITCH. 
               On. Off.

               Nothing.

                                     BIG TRIN
                         Shit. Bulb must be out. Watch your 
                         step.

               Sonny Red and Anthony Bruno follow him down...

               INSIDE THE CAR

               Philly Lucky starts the car. Turns on the radio. Frank Sinatra 
               sings "Nice Work If You Can Get It." And PULLS AWAY.

               DOWN THE STAIRS

               go Big Trin, Sonny Red and Anthony Bruno, down into the dark, 
               damp concrete and sawdust in their nostrils.

                                     BIG TRIN
                         Where's that fucking flashlight?

               BANG!

               and the flash of a SHOTGUN firing. BANG! BANG! as shotguns 
               EXPLODE. By the light of the flashes we see Sonny, Lefty and 
               Nicky. BANG! And another flash. BANG! BANG! BANG!

               Then a pause. Nicky reaches up, screws in the light bulb. 
               Lights on. Revealing the blasted corpses of Sonny Red and 
               Big Trin...

               BRUNO

               jumps out from behind a cabinet, RUNS out the door. Sonny 
               wheels, FIRES. The stairs SPLINTER as the blast lands just 
               under Bruno's escaping feet. Lefty moves to chase him.

                                     SONNY
                         Fuggedaboudit, Left. We'll give the 
                         contract to Donnie.

               Nicky takes out a Hefty bag and a long-bladed BUTCHER KNIFE... 
               Sets to carving up the bodies...

                                                                    CUT TO:

               INT. NIGHT. DONNIE'S APARTMENT

               Carrying his mail, Donnie enters a DARK room. MOONLIGHT 
               filters through the blinds. He closes the door. Flips the 
               light switch.

               NOTHING

               Instantly, he falls into a fighting crouch, knife at the 
               ready. His hand trembles with adrenaline. He moves with his 
               back to the wall, straining to see into the black room.

               TO THE KITCHEN

               He pivots in a combat stance -- nobody. Then pivots again. 
               His free hand fumbles in the kitchen drawer. Finds a 
               FLASHLIGHT. The beam SWEEPS across the room. Donnie moves on 
               cat feet to the bathroom.

               The shower curtains drawn shut. Donnie tears them back, 
               THRUSTS the knife... Into air.

               Donnie thinks a beat. Snaps the flashlight back on. Riffles 
               through his mail. Rips open

               THE ELECTRIC BILL

               reads by the light of the flashlight DISCONNECT NOTICE: NON-
               PAYMENT OF BILL.

               Donnie, a dimly-seen dervish of RAGE... He hurls the 
               flashlight... Throws a chair and it SPLINTERS... Grabs the 
               bar from his weight bench and starts to swing...

               SMASH!

               and an electric sizzle as the television implodes. Donnie 
               drops the bar and throws a bookcase to the ground. PUNCHES 
               at the wall... Again and again and again... Then sags to the 
               ground... Weeping... Or LAUGHING...

                                     DONNIE
                         The electric bill... I can't get 
                         over it... The fucking 'B' didn't 
                         pay the fucking electric bill!

                                                                    CUT TO:

               INT. DAY. HOSPITAL

               Maggie convalesces -- her wounds have begun to heal and she's 
               no longer intubated, although her eyes are still bandaged. 
               Jules enters, sits down beside her. Takes her hand.

                                     JULES
                         It's Jules, Maggie.

                                     MAGGIE
                         I could hear your cheap shoes all 
                         the way down the hall.

                                     JULES
                         How're you feeling?

                                     MAGGIE
                         Scared. Alone.

                                     JULES
                         Did you see Joe?

                                     MAGGIE
                         You mean did Joe see me?

                                     JULES
                         The 'B' wants him to come out.

                                     MAGGIE
                         He'll never come out.

                                     JULES
                         You don't believe the shit that comes 
                         up. I have to argue with them that 
                         he hasn't gone over to the other 
                         side.

                                     MAGGIE
                         Joe? He wouldn't have the imagination. 
                         I wish he'd become a gangster -- at 
                         least we could pay our frigging bills.

                                     JULES
                         Maybe you could talk to him.

                                     MAGGIE
                         Do you know what this is about, Jules? 
                         This is about a promotion.

                                     JULES
                         I talked to him about that.

                                     MAGGIE
                         Not from you -- from them. He wants 
                         to be a made guy.

               CLOSE ON -- JULES

               as he hears this... He knows that this has gone too far.

                                     MAGGIE
                         For years I tried to figure out what 
                         made Joe tick. And then I finally 
                         figured it out -- there's nothing 
                         ticking. He's got his rules and he's 
                         gonna live by his rules. The job is 
                         the job. Start what you finish. When 
                         he's in the FBI he wants to be the 
                         best and when he's in the Mafia he 
                         wants to be the best -- like it's 
                         all some frigging basketball game.
                              (disdainfully)
                         Men.

                                     JULES
                         Maggie... Maybe this is none of my 
                         business, but --

                                     MAGGIE
                         Don't worry -- I'm not gonna leave 
                         him. I didn't have him when I had 
                         him. Now that it's almost over I'm 
                         goddamned if I'll let someone else 
                         have him.

                                                                    CUT TO:

               INT. NIGHT. LEFTY'S APARTMENT

               Christmas decorations, and a tree. Lefty watches a NATURE 
               PROGRAM on TV. A leopard moves stealthily...

                                     NARRATOR (O.S.)
                         ...Cloaked by the high grasses of 
                         the African savanna, the stalking 
                         leopard moves stealthily...

               Louise enters with Donnie.

                                     LOUISE
                         Bennie, Donnie's here.

                                     NARRATOR (O.S.)
                         ...Separated from the herd, the 
                         gazelle senses danger...

               Lefty RAPT in his easy chair...

                                     LEFTY
                         Bennie loves animals.

               ON THE SCREEN

               The leopard charges... Teeth tear at the gazelle... And soon 
               the leopard and her family feed on a bloody carcass.

                                     NARRATOR (O.S.)
                         ...Hunter and hunted, predator and 
                         prey -- the endless cycle of nature, 
                         repeated once again...

                                     LEFTY
                         Mino! You see that?

                                     LOUISE
                         I'll be inside if you need me.

                                     LEFTY
                         We're going out, Louise.

               Louise exits inside. SATISFIED, Lefty snaps off the show 
               with his REMOTE CONTROL. Turns to Donnie.

                                     LEFTY
                         They found Bruno. He's shacking up 
                         with a broad down City Island. On a 
                         boat.

               He opens up a drawer. Takes out a GUN. Loads it with 
               bullets...

                                     LEFTY
                         You know what this means, don't you? 
                         You're gonna get straightened out. 
                         You become a made guy, Donnie, you 
                         can lie, you can cheat, you can steal, 
                         you can whack out whoever you want 
                         and it's all completely legitimate. 
                         Being a made guy's the greatest thing 
                         in the world.

               Lefty reaches into the drawer. Hands another gun to Donnie.

               CLOSE ON -- DONNIE

               as he looks at the gun in his hand.

                                                                    CUT TO:

               EXT. NIGHT. MARINA — CITY ISLAND

               Donnie and Lefty sit and wait in Donnie's Cadillac. Lefty 
               smokes.

                                     DONNIE
                         Maybe he ain't gonna show.

                                     LEFTY
                         He'll show.

                                     DONNIE
                         I' m just saying -- maybe we should 
                         forget about it, pop him tomorrow 
                         night.

                                     LEFTY
                         We can't pop him tomorrow night, for 
                         your information. Tomorrow night we 
                         got the wake for Big Trin.

                                     DONNIE
                         I forgot.

                                     LEFTY
                         Fuggedaboudit -- it's better this 
                         way anyway. Wait when nobody's around.

               DONNIE'S POV

               of the deserted marina...

                                     DONNIE
                         That's some boat this broad has.

                                     LEFTY
                         Fuggedaboudit. There's one thing I 
                         know, it's boats.

                                     DONNIE
                         What is that -- a hundred grand?

                                     LEFTY
                         Donnie -- Where'd you get that boat 
                         down in Florida?

                                     DONNIE
                         I told you. That was this girl I 
                         used to see down there, it's her 
                         brother's.

                                     LEFTY
                         What's her name?

                                     DONNIE
                         Florence.

                                     LEFTY
                         Florence what?

               DONNIE'S POV

               In the distance, a TRANS AM pulls up near the boat they're 
               watching, Bruno emerges. Locks his car. Climbs onto the 
               boat...

                                     DONNIE
                         C'mon, that's him.

                                     LEFTY
                         Florence what, Donnie?

                                     DONNIE
                         Hey, Left -- what do you care, 
                         Florence what? Florence Italy.

                                     LEFTY
                         Donnie -- why do you want to lie to 
                         me, Donnie? Did I ever lie to you 
                         once all these years about the time 
                         of day?

                                     DONNIE
                         I'm not lying.

                                     LEFTY
                         How many fucking times did I have 
                         you over for dinner at my fucking 
                         house? You fucking rat bastard --

                                     DONNIE
                         Hey, Left -- that's the problem? Are 
                         we gonna whack this guy or what?

                                     LEFTY
                         I went on the fucking record with 
                         you, Donnie. You could walk on the 
                         street and punch any man in the mouth 
                         because I stood up for you.

                                     DONNIE
                         What is the fucking problem?

               Lefty reaches in his pocket. A piece of paper, folded, torn 
               from "Newsweek". The headline:

                       ABSCAM: FBI 'SHEIKS' STING CORRUPT LAWMAKERS

               Beneath the headline, a PHOTO of the "sheiks" partying on a 
               yacht -- "THE LEFT HAND". Donnie looks up from the article. 
               Sees

               A GUN

               in Lefty's hand.

                                     LEFTY
                         That's a fucking Federal boat, Donnie. 
                         That's our boat.

                                     DONNIE
                         Hold on a minute, Left. The boat 
                         with Trafficante? That ain't the 
                         same boat.

                                     LEFTY
                         Don't tell me that ain't the same 
                         boat, Donnie! That's a fucking Federal 
                         boat! That's a Taiwan-made boat, 
                         there's only five like that in the 
                         world.

                                     DONNIE
                         I really don't think that's the same 
                         boat, Left.

                                     LEFTY
                         Lookit that. You see that? 'The Left 
                         Hand.' That's like my name.

                                     DONNIE
                         Maybe her brother's a fucking agent. 
                         How would I know? I thought he was 
                         in real estate.

                                     LEFTY
                         Ain't the question, Donnie. You still 
                         ain't answered me why we're fucking 
                         on a fucking Federal fucking boat!

                                     DONNIE
                         You're right, Left. I'm a fucking 
                         rat.

                                     LEFTY
                         You're a rat?

                                     DONNIE
                         I met your girls. I talked to Tommy 
                         for you I don't know how many fucking 
                         times. I don't know how many times I 
                         had dinner with you and Louise. I 
                         lived with you, Left -- partners. 
                         Five fucking years, I ever had a 
                         hundred bucks in my pocket, I gave 
                         you half. And the whole time I was a 
                         fucking rat. You're right.

                                     LEFTY
                         Donnie -- did I say you was a rat, 
                         Donnie?

                                     DONNIE
                         You'd have to be the biggest fucking 
                         mutt in the history of the Mafia.

                                     LEFTY
                         You fucking laxed, Donnie. Don't get 
                         on your high horses.

               DONNIE'S POV

               as Bruno emerges from the boat. Lights a cigarette. Looks 
               around,

                                     DONNIE
                         Shit. He's up again.

                                     LEFTY
                         How the fuck am I supposed to explain 
                         this to Sonny?

                                     DONNIE
                         You ask me it's the funniest fucking 
                         thing in the world. Those fucking 
                         agents could scam Senators and 
                         Congressmen and meanwhile we had a 
                         party on their boat and they didn't 
                         get a fucking thing on us. Sonny'll 
                         laugh his ass off.

                                     LEFTY
                         Where is the joke, Donnie?

                                     DONNIE
                         We outsmarted the agents. We got a 
                         higher I.Q. than the fucking 
                         Congressmen.

                                     LEFTY
                         You got so many black marks on you 
                         now, Donnie, a fucking Einstein 
                         couldn't count them.

                                     DONNIE
                         What black marks?

                                     LEFTY
                         That time with the luggage and, uh, 
                         uh... the other time.

                                     DONNIE
                         Are we gonna whack this fucking guy 
                         or not?

                                     LEFTY
                         I ain't no fucking mutt, Donnie.

               Donnie checks the action on his gun...

                                     DONNIE
                         How the fuck did I know it was a 
                         fucking Federal boat?

                                     LEFTY
                         I die wit'cha. I'm your best friend, 
                         Donnie.

               Donnie opens the door, climbs out, gun in hand.

                                     DONNIE
                         That's right, Left -- you're my best 
                         friend.

               "Your best friend is the one who kills you." Donnie FREEZES. 
               Lefty looks at him.

               LEFTY'S GUN

               pointed at Donnie's back... As his finger moves toward the 
               trigger.

               Then suddenly --

               LIGHT EXPLODES

               from police cherrytops... SWARMS of FBI MEN in blue 
               windbreakers with big white letters -- "FBI" -- descend on 
               the car, guns drawn. They GRAB Donnie and Lefty. Jules hustles 
               Donnie away.

                                     LEFTY
                              (calling)
                         Donnie, don't say nothing. Don't say 
                         nothing to them.

                                     JULES
                         Congratulations. It's over, Joe.

                                     DONNIE
                         What do you mean, it's over?

                                     JULES
                         You're coming out.

                                     DONNIE
                         What the fuck? Nobody --. I'm not 
                         coming out.

                                     JULES
                         It's over, Joe.

                                     DONNIE
                         It's not over. I'm too close!

               Donnie starts to run. FBI MEN are on top of him, wrestling 
               him down.

               Donnie STRUGGLES, exchanges a look with Lefty as he's dragged 
               away.

                                     LEFTY
                         Donnie, don't say nothing!

                                                                    CUT TO:

               INT. DAY. MOTION LOUNGE

               PHOTOS OF DONNIE

               at the FBI Academy at Quantico, then with Berada, LeBow and 
               other FBI MEN, as Marshall and Jules show them to Sonny, 
               Nicky and Boobie.

                                     MARSHALL
                         You know this guy as Donnie Brasco. 
                         He's an FBI agent. We just wanted to 
                         tell you.

                                                                    CUT TO:

               EXT. DAY. MOTION LOUNGE

               Sonny, Nicky, Lefty, Legs and Philly Lucky watch as the FBI 
               men drive off. They stand on the street corner -- DEATH and 
               disbelief written in their faces.

                                     SONNY
                         You believe that fucking guy? There's 
                         no fucking way Donnie could be an 
                         agent.

                                     NICKY
                         The culliones on him, bluffing us 
                         like that.

                                     LEGS
                         You think they got him?

               ON A ROOFTOP

               A TECH TEAM aims a PARABOLIC MICROPHONE and a TELEPHOTO LENS. 
               The whir of an autowinder and a FREEZE FRAME as they stand 
               outside.

                                     SONNY
                         No way he could be an agent.

                                     LEGS
                         Nowadays they can doctor a picture 
                         any fucking way they want.

                                     PHILLY LUCKY
                         It still don't explain that boat.

                                     NICKY
                         Fuggedaboudit, Philly.

               Lefty listens. Says nothing. He knows the truth. ZZZH! And 
               another FREEZE FRAME.

                                     SONNY
                         That boat was a set-up. Then we think 
                         Donnie's a rat and we get scared and 
                         fuggedaboudit.

                                     NICKY
                         Maybe they brainwashed him. Like in 
                         that movie, with Sinatra?

               ZZZH! ANOTHER SHOT. ZZZH!

                                     PHILLY LUCKY
                         They say he's an agent, I say he's a 
                         fucking agent.

                                     SONNY
                         You're talking through your ass.

                                     NICKY
                         You didn't know him.

                                     SONNY
                         You didn't know Donnie, Philly.

               CLOSE ON -- LEFTY

               as he listens. Says nothing.

                                                                    CUT TO:

               INT. NIGHT. LEFTY'S APARTMENT

               Lefty sits, BROODS, watches TV. The phone rings.

                                     LEFTY
                         Hello?
                              (listens)
                         Yeah, okay, Nicky. Okay.

               He hangs up. Thinks a beat. As he looks into his open grave... 
               Takes off his GOLD WATCH, sticks it in a drawer. Then the 
               CROSS he wears around his neck. The KEYS to his Cadillac. 
               Closes the drawer as Louise enters.

                                     LOUISE
                         Who was that?

                                     LEFTY
                         Nicky. I'm going out.

               He gives Louise a kiss.

                                     LEFTY
                         Don't wait up for me.

                                     LEFTY
                         Donnie calls, tell him if it was 
                         gonna be anyone, I'm glad it was 
                         him.

                                                                    CUT TO:

               INT. DAY. FBI HEADQUARTERS

               Donnie sits at his desk, preparing his testimony. Marshall 
               drops some SURVEILLANCE PHOTOS off.

                                     MARSHALL
                         They just took these yesterday.

               Donnie picks them up.

               DONNIE'S POV

               Photos of Lefty's rooftop. As the PIGEON COOPS are dismantled.

               JULES

               in his office. Donnie ducks in. Jules looks up, sees Donnie 
               struggle a beat with his emotion. Then the mask descends 
               again.

                                     DONNIE
                         You can stop looking for Lefty.

                                                                    CUT TO:

               INT. ANOTHER DAY. FEDERAL COURTHOUSE — MANHATTAN

               Under heavy guard, Donnie walks up a back staircase. Up a 
               marble hallway. Doors open and he enters the courtroom. A 
               HUSH falls as the MAFIA DEFENDANTS, lined up in the docks -- 
               all faces we've seen earlier, including Sonny, Nicky, Legs, 
               and Philly Lucky -- turn and look at him.

                                     PROSECUTOR
                         The government calls Special Agent 
                         Joseph D. Pistone.

               CLOSE ON -- DONNIE

               as he takes in the proof of his accomplishment. With the 
               knowledge of what it has cost him.

               FREEZE FRAME. A final CRAWL runs over this, The evidence 
               collected by "Donnie Brasco" led to over 200 indictments.

               After testifying. Special Agent Joseph D. Pistone left the 
               FBI. He lives with his wife under an assumed name in an 
               undisclosed location.

               There is an $500,000 open contract on his head.

               The FBI denied him a pension. The IRS assessed him $7,000 in 
               back taxes and penalties.

                                                             FADE TO BLACK:

               CREDITS ROLL

                                         THE END