Out of Sight (1998)
      
Directed by Steven Soderbergh
      
Written by Scott Frank
      
Based on the novel by Elmore Leonard

George Clooney ............. John Michael 'Jack' Foley
Jennifer Lopez ........................... Karen Sisco
Ving Rhames .............................. Buddy Bragg
Mike Malone ............................ Bank Customer
Don Cheadle .................. Maurice 'Snoopy' Miller
Dennis Farina ......................... Marshall Sisco
Albert Brooks ....... Richard 'Dick the Ripper' Ripley
Nancy Allen ..................... Midge, Ripley's Maid
Catherine Keener ........................ Adele Delisi
Isaiah Washington .................... Kenneth 'Kenny'
Steve Zahn ............................ Glenn Michaels
Luis Guzmán ........... Jose Portencio 'Chino' Chirino
Keith Loneker .......................... White Boy Bob
   
White Final:        08/05/97 
Blue Revised:       09/17/97 
Pink Revised:       11/11/97 
Green Revised:      12/15/97 
Goldenrod Revised:  12/16/97 
Buff Revised:       03/17/98 
Salmon Revised:     03/23/98        
   
     BLACK

     We hear TRAFFIC, some STREET NOISES, then...

 1   FADE IN: A MIAMI STREET - DAY                                  1   

     The financial district.  Lots of people in suits.  A shaky, 
     spasmodic ZOOM IN finds...

     JACK FOLEY -- forty, big, focused expression -- as he rips a 
     tie from around his neck and throws it down in the gutter.  
     He starts across the street, now peeling off his suitcoat 
     and dropping that, too, right there on the asphalt as we 
     then...

     WHIP PAN OVER TO REVEAL: A BANK ACROSS THE STREET

     As Foley goes inside, we then...

     CUT TO: A PRINTED BROCHURE THAT READS...

     LOOKING FOR MONEY?

     YOU'VE COME TO THE RIGHT PLACE.

     We then PULL BACK TO REVEAL that we're now...

     INSIDE THE BANK

     as Foley stands at a counter holding the above CREDIT 
     APPLICATION while he studies the bank layout.

     Foley watches a MAN IN A SUIT, carrying an attache-case, 
     enter the bank and move through the gate into the fenced-off 
     business area at the front.  An EXECUTIVE rises from his 
     desk, shakes hands with the man and they both sit down.

     Foley tosses the brochure in the trash, then crosses to a 
     teller window where a nameplate on the counter tells us the 
     young woman with the pile of dark hair smiling at him is 
     LORETTA.

                           TELLER/LORETTA
               How can I help you, sir?

                           FOLEY
               Loretta, you see that guy talking to 
               your manager, has his case open?

     Foley takes out a ZIPPO LIGHTER and casually, yet expertly, 
     begins to fiddle with it as the teller looks across the bank.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 2


                           LORETTA
               That's Mr. Guindon, one of our 
               assistant managers.  Our manager is 
               Mr. Schoen, but he's not in today.

                           FOLEY
               But you see the guy with the attache 
               case?

                           LORETTA
                    (looks again)
               Yes.

                           FOLEY
               That's my partner.  He has a gun in 
               there.  And if you don't do exactly 
               what I tell you, or you give me any 
               kind of a problem, I'll look over at 
               my partner and he'll shoot your Mr. 
               Guindon between the eyes.

     Loretta goes stiff, swallows, stares back at Foley.

                           FOLEY (CONT'D)
               Now take one of those big envelopes 
               and put as many hundreds, fifties 
               and twenties as you can pack into 
               it.  Nothing with bank straps or 
               rubber bands.  I don't want any dye 
               packs.  I don't want any bait money.  
               Start with the second drawer and 
               then the one over there, under the 
               computer.  Come on, Loretta, the 
               key's right there next to you.  No 
               bills off the bottom of the drawer.
                    (as she works)
               First time being robbed?
                    (she nods)
               You're doing great.  Just smile, 
               Loretta, so you won't look like you're 
               being held up.
                    (she smiles awkwardly)
               That's the way, you're doing fine.

     We hear a bit of thunder and Foley cuts a fast look out the 
     front door.  When he turns back, he sees that Loretta's having 
     some trouble fitting all the bills into the envelope.

                           FOLEY (CONT'D)
               Here, give me the twenties.  I'll 
               put 'em in my pocket.  Okay, I haven't 
               had to give my partner a sign; that's 
               good.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 3


                           FOLEY (CONT'D)
               Now, he's gonna wait thirty seconds 
               till after I'm out the door, make 
               sure you haven't set off the alarm.  
               If you have, he's gonna shoot Mr. 
               Guindon between the eyes.  Okay?  I 
               think that'll do it.  Thank you, 
               Loretta, and have a nice day.

                           LORETTA
               You, too.

     Foley heads for the door.  He pauses by Mr. Guindon's desk, 
     looks back at Loretta.  Foley smiles at her, then turns to 
     the Man sitting with Mr. Guindon, indicates Loretta...

                           FOLEY
               She's cute, isn't she?

     The man looks across the bank at Loretta.

                           MAN
               Uh, yeah, I guess so.

     Foley winks at Loretta and walks out.

                           MAN (CONT'D)
                    (to Mr. Guindon)
               Who was that?

 2   EXT. BANK - SAME                                               2   

     As Foley comes out, he calmly walks to a Honda Civic and 
     gets in.

 3   INT. CAR - SAME                                                3   

     As Foley tries to start the car.  No go.  He tries again.

                           FOLEY
               Come on...

     But the car won't start.  Foley bangs on the wheel...

                           FOLEY (CONT'D)
               Fuck!

     Foley then stiffens as a cop sticks his gun through the open 
     window into Foley's ear...

                           COP
               I think you flooded it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 4


     Foley looks to the passenger window, where ANOTHER COP, 
     smiling, now has his gun pointing at him.

                           SECOND COP
               Get out've the car, sir.

                           FOLEY
               Wanna hear a funny story?

                           SECOND COP
               Shut up and get out've the car.

     And as Foley obliges, we then...

     FADE TO WHITE.

     We hear a MAN GRUNT.  Then see Foley in SLOW MOTION as he 
     jumps through frame, now we see a basketball come up in his 
     hand as we realize he's on his way to the rim when...

     ...ANOTHER GUY rams into him in mid-air, knocks him down.

 4   EXT. PRISON YARD - DAY                                         4   

     A BASKETBALL GAME in progress.  All of the men, Foley 
     included, are dressed in blue coveralls and white T-shirts.  
     The game is rough.  Hair is pulled.  Eyes are poked.  Faces 
     punched.

     A title reads: "GLADES CORRECTIONAL INSTITUTION.  BELLE GLADE, 
     FLORIDA."

     Foley is the oldest player here.  He's getting tired, starts 
     to lose his breath.  He finally walks off the court, breathing 
     so hard he can't even talk.  He simply motions to SOME YOUNG 
     CONVICT to come in and take his place.

     Foley sits down on a bench, tries to catch his breath.  He 
     looks across the yard to where...

     GROUP OF ELDERLY INMATES

     sitting around a wooden picnic table are playing cards.  All 
     of them are over sixty.  One of them, a one-legged guy on 
     crutches hops away from the table, spits out some tobacco as 
     we...

     INTERCUT THE OLD TIMERS WITH FOLEY WATCHING THEM:

     As we see one old guy is making a picture frame out of old 
     Pal Mal and Lucky Strike packs.  Another tends to a tomato 
     bush in a tiny patch of garden near the wall.  Another one 
     sits nearby painting a picture of a man and a boy fishing 
     from a rowboat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 5


     Foley is about to get up off the bench when something catches 
     his eye.  He watches as...

     TWO LATINO MEN

     both little guys, jog past the game, slow to a walk, then 
     stop and begin stretching out.  One of them nods to Foley.  
     Foley nods back, waits for the Latin guys to walk off, then 
     walks over to a guard, PUPKO ("PUP"), heavy-set, dumb as 
     dirt.

                           PUP
               You want something, Foley?

     Foley keeps his eyes fixed on the basketball game.

                           FOLEY
               Some people are going out of here.  
               What if I told you where and when?

                           PUP
               How many?

                           FOLEY
               I expect you to look out for me, 
               Pup, let me run off work details.

                           PUP
               Okay.  How many going out?

                           FOLEY
               I hear six.

                           PUP
               When?

                           FOLEY
               Looks like tonight.

                           PUP
               You know who they are?

                           FOLEY
               I do, but I won't tell you just yet.  
               Meet me in the chapel at eight-thirty, 
               right before lock-down.

 5   INT. MESS HALL - LUNCH                                         5   

     As Foley takes his tray up the centre aisle, he scans the 
     sea of white T-shirts until he sees the two little Latins 
     sitting at a table full of other little Latins.  CHINO -- 
     fifties, in shape -- shovels macaroni in his mouth.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 6


     Chino's "wife", LULU, nineteen, looks up from his own neat 
     tray of macaroni and jello and watches Foley walk past and 
     sit down with a bunch of bikers.

     Foley watches as the guy across from Chino scrapes some 
     macaroni off his plate and on to Chino's and Chino wolfs 
     that down, too.

 6   EXT. MESS - DAY                                                6   

     Chino steps outside and lights a cigarette.  He puts an arm 
     around Lulu, starts to walk off...

                           FOLEY (O.S.)
               Today's the day, huh?

     Chino looks over, watches Foley approach, lets his arm slip 
     down so he can hook his thumb into Lulu's belt... the next 
     thing to having him on a leash.

                           FOLEY (CONT'D)
               You excited?

                           CHINO
               I told you, man, Super Bowl Sunday.

                           FOLEY
               Yeah, but I see you moved it up.

                           CHINO
                    (beat)
               Why you think is today?

                           FOLEY
               You were out running this morning, 
               sticking to your routine, anybody 
               happened to notice.  But you only 
               did a couple of miles instead of 
               your usual five.  Saving yourself 
               for the main event.  Then I see you 
               inside eating ten pounds of macaroni. 
               Carbohydrates for endurance.

     Chino and Lulu exchange looks.

                           CHINO
               You want, I tole you you can come.  
               You all right, Foley.  I like you.

                           FOLEY
               You told me I can come 'cause I caught 
               you digging the fuckin' tunnel, saw 
               you and Lulu coming out of the bushes,
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 7


                           FOLEY (CONT'D)
               thought maybe you two were making 
               out.

     Foley smiles at Lulu, who glares back at him.

                           FOLEY (CONT'D)
               So what, you finish ahead of schedule?

     Chino looks towards the fence along the front of the yard.

                           CHINO
               You see what they doing, those posts 
               out there?  Putting up another fence, 
               five metres on the other side of the 
               one that's there.  We wait until 
               Super Bowl Sunday, they could have 
               the second fence built and we have 
               to dig another nine, ten days.  So 
               we going soon as it's dark.  You 
               want -- I mean it -- you can still 
               come.

                           FOLEY
               I appreciate the offer.  And it's 
               tempting.

     Foley looks off towards the visitors' parking area, the fence 
     not twenty yards away.

                           FOLEY (CONT'D)
               But, man, it's a long run to 
               civilization.  A hundred miles to 
               Miami?  I'm too old to start acting 
               crazy, try a stunt like that.  You 
               make it out, send me a postcard.

                                                CUT TO: A NOTEPAD

     where we see someone has written "IT'S MAGIC!" then crossed 
     out the "IT'S" and replaced it with the word "LIKE".  We 
     hear THE

     PHONE RING AND...

 7   REVEAL: INT. ADELE'S APARTMENT - DAY                           7   

     Miami Beach Moderne.  ADELE -- mid-thirties, pretty, Foley's 
     ex -- sits at her kitchen table writing on a pad.  She grabs 
     the phone.

                           ADELE
               Hello?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 8


                           ADELE (CONT'D)
                    (then, sighs)
               Yeah, I accept.

 8   INT. PRISON HALLWAY - DAY                                      8   

     Foley on the phone...

                           FOLEY'S VOICE
               Hey, Adele, how you doing?

     INTERCUTTING FOLEY & ADELE:

                           ADELE
               Hey, Bank Robber, want some advice?  
               Next time, leave the engine running.

                           FOLEY
               That's funny, Adele.  How many more 
               times you gonna gimme that one?

                           ADELE
               Till it's not funny any more.  What 
               do you want, Jack?

                           FOLEY
               You know that Super Bowl party?  
               They changed the date.  It's on 
               tonight, eight-thirty.

                           ADELE
               Didn't you tell me one-time calls 
               aren't monitored?

                           FOLEY
               I said not as a rule.

                           ADELE
               So why don't you come right out and 
               tell me what you're talking about?

                           FOLEY
               Listen to Miss Smarty Mouth.  Out 
               there in the free world.

                           ADELE
               What's free about it?  I'm looking 
               for work.

                           FOLEY
               What happened to Mandrake the 
               Magician?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 9


                           ADELE
               Emil the Amazing.  The bastard fired 
               me and hired another girl, a redhead.  
               I'm working on a new business card, 
               pass out to the cafes.  How's this 
               sound--

                           FOLEY
                    (cuts her off)
               Listen, Adele, the reason I called, 
               that party is today instead of Sunday.  
               About eight-thirty, like only a few 
               hours from now.  So you'll have to 
               get hold of Buddy, whatever he might 
               be doing...

                           ADELE
               And the one driving the other car?

                           FOLEY
               What're you talking about?

                           ADELE
               Well, seeing as you have so much 
               luck with cars, Buddy thought it 
               might be better to bring two.  He 
               got this guy he says you know from 
               Lompoc, Glenn something.

                           FOLEY
               Glenn Michaels.

                           ADELE
               Yeah, that's him.  Buddy says Glenn 
               thinks you guys are real cool.

                           FOLEY
               He did, huh.  Well, tell Buddy I see 
               Glenn wearing his sunglasses I'll 
               step on 'em.  I might not even take 
               'em off first.

 9   INT. RESTAURANT - DAY                                          9   

     As MARSHALL SISCO -- fifty -- slides a small wrapped box 
     across a table...

                           MARSHALL
               Happy birthday.

     ...to where KAREN SISCO -- twenty-eight, black suit, long 
     hair, a knockout -- sits.  She picks up the box and shakes 
     it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 10


                           KAREN
               You fit another Chanel suit in here?

                           MARSHALL
               Something better.  Open it.

     Karen starts to carefully unwrap the present.  Marshall 
     watches, takes a sip of his drink, looks around the bar, 
     sees how everyone's looking at the two of them...

                           KAREN
                    (opens the box)
               Oh my God...

     She pulls a gleaming automatic pistol from the box...

                           KAREN (CONT'D)
               It's beautiful.

                           MARSHALL
               It's a --

                           KAREN
               --Sig-Sauer .38.  I love it.

     She leans across the table and kisses him.

                           KAREN (CONT'D)
               Thanks, Dad.

                           MARSHALL
               Happy birthday, kid.
                    (then)
               You want another Coke?

                           KAREN
                    (checks her watch)
               Can't.  I gotta drive out to Glades, 
               then I'm meeting Ray Nicolet at ten.

                           MARSHALL
               Which one is that?  The ATF guy?

                           KAREN
               He was.  Ray's with the F.B.I. now, 
               he switched over.

                           MARSHALL
               He's still married though, huh?

                           KAREN
               Technically.  They're separated.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 11


                           MARSHALL
               Oh, he's moved out?

                           KAREN
               He's about to.

                           MARSHALL
               Then they're not separated, are they?

                           KAREN
               Can we change the subject?

                           MARSHALL
               What're you doing at Glades?

                           KAREN
               Serving process, a Summons and 
               Complaint.  Some con doing mandatory 
               life doesn't like macaroni and cheese.  
               He files suit, says he has no choice 
               in what they serve and it violates 
               his civil rights.

                           MARSHALL
               You know you can always step in, 
               work with me full-time as one of my 
               investigators.

                           KAREN
               No thanks.

                           MARSHALL
               You used to like it.

                           KAREN
               Dad...

                           MARSHALL
               You'd meet doctors, lawyers -- nothing 
               wrong with them necessarily if they're 
               divorced.  Why settle for some cowboy 
               cop who drinks too much and cheats 
               on his wife?  That's the way those 
               hotshots are, all of 'em.

                           KAREN
               I really gotta go.

                           MARSHALL
               We don't get to talk much any more.

                           KAREN
               How 'bout I come next Sunday and 
               watch the Super Bowl with you?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 12


                           MARSHALL
               I'd like that.

     She gets up, kisses him again.

                           KAREN
               Thanks for the gun, Dad.

10   INT. FOLEY'S CELL - BELLE GLADE - DAY                         10   

     Foley comes in, lies down on the bunk.  He looks about the 
     cell.  All he's got to show for himself.  It's now quiet on 
     the cellblock.  Foley closes his eyes and we...

                                   CUT TO: EXT. PRISON AUDITORIUM

     A few hundred cons scream encouragement/insults as MAURICE 
     "SNOOPY" MILLER, a lanky, scary, mean-looking black man in 
     boxing trunks, hits a white guy with a ferocious hook.

     Title reads: LOMPOC FEDERAL PENITENTIARY.  LOMPOC, CALIFORNIA.

     And then... TWO YEARS AGO.

     AT THE BACK OF THE AUDITORIUM

     Foley leans in a doorway watching with BUDDY BRAGG -- black, 
     Foley's age, shaved head.

     NnThe BELL SOUNDS and the white guy staggers to his corner, 
     as does Maurice.  GLENN MICHAELS -- surfer look, dark shades --
     counts cash in Maurice's corner, whispers something into the 
     fighter's ear.

                           BUDDY
               Ref don't call it pretty soon, 
               Snoopy's gonna send this guy out in 
               a body bag.

     Foley watches a MAN -- fifties, out of place, not as hard-
     looking as those around him.  The guy looks nervous, can 
     feel the other cons' eyes on him as he tries to find a seat.

     The BELL SOUNDS and the white boxer staggers to his feet.

     Maurice steps in and resumes the bloody pummeling.  Foley 
     turns and watches the fight now...

                           FOLEY
               Anyone ever tell you why they call 
               him Snoopy?

     Buddy shakes his head.  Maurice dances around the other guy 
     now.  Teases him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 13


                           FOLEY (CONT'D)
               He was Maurice "Mad Dog" Miller back 
               when he was pro.  Now you pet him, 
               he goes down.

     The white guy throws a tired, loping roundhouse that barely 
     glances off Maurice's jaw.  Sure enough, Maurice makes a big 
     show out of snapping his head back, staggering, before he 
     finally goes down.

                           BUDDY
               I don't believe it.

     Foley watches the new inmate as fights erupt all around him 
     and, anxious now, he tries to get out of there.

11   EXT. PRISON YARD - DAY                                        11   

     Foley and Buddy sit atop a cement picnic table watching as 
     nearby, the "winning" BOXER -- still wearing last night's 
     pummeling on his face -- gloats to a group of cons.  He throws 
     a fake punch at one of them as he demonstrates his winning 
     technique...

                           BUDDY
               Guy's braggin' he won a thrown fight.  
               Fuckin' pathetic.

     Foley looks at the other side of the yard where Maurice now 
     stands at the far side of the yard coldly watching the guy, 
     one hand thrust into his pocket.  Foley watches as Maurice 
     stops the NEW INMATE -- the older guy who looked out of place 
     at the fights -- as he comes out into the yard.

                           FOLEY
               It's Richard Ripley.

                           BUDDY
                    (looking now)
               The Wall Street guy?  Oh, yeah.  I 
               didn't recognize him without his 
               rug.

     Foley watches as Maurice talks to the new inmate, the guy 
     nodding, acquiescent, respectful.

                           FOLEY
               Dick the Ripper they called him, on 
               account of all the people he ripped 
               off.

     Foley watches as Ripley now makes a note in a BLACK BOOK.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 14


                           BUDDY
               What's he doin' here?

                           GLENN (O.S.)
               Three years.

     They look to where Glenn Michaels, the blond guy in dark 
     shades we saw in Maurice's corner, works out on the bench 
     press a few feet away.  He's shirtless, tan, in shape.

                           GLENN (CONT'D)
               He got three years and fined fifty 
               million dollars and wrote 'em a 
               fucking check.  Like that, fifty 
               mil, signed his name.
                    (struggles with the 
                    bar)
               Whoa-- little help here!

                           FOLEY
               Who you talkin' to, Studs?  Me, or 
               Buddy.  I can't tell, you got those 
               shades on.

                           GLENN
               You guys-- come on-- this is too 
               heavy!

                           FOLEY
               I guess the bright glare out here 
               made it hard to see the numbers on 
               the weights.

                           GLENN
               I'll take the shades off.  Just get 
               this fuckin' thing off me.

     Foley helps him get the bar up.  Glenn sits up.

                           BUDDY
               How do you know he wrote a check?

                           GLENN
               He told me.  He works the laundry 
               with me.  The guy loves to talk.

                           FOLEY
               Yeah, to the U.S. Attorney.  I hear 
               he rolled over on all the snitches 
               he was doing business with and got 
               'em all brought up.

     He watches Snoopy talking to Ripley, one eye always on the 
     swaggering boxer across the yard, one hand in his pocket.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 15


                           GLENN
               Hey, anybody that can write a check 
               for fifty mil, he says anything I'm 
               all fucking ears.  Like the other 
               day, he tells me how he's got all 
               this money in foreign banks, plus 
               around five mil in uncut diamonds at 
               his house.  He said, quote, "Where I 
               can put my hands on it anytime."

                           BUDDY
               Cool.  Where's the guy live?

     Foley watches a few more of Maurice's friends surround Ripley.

     Again, Ripley takes out his black book, starts nodding, making 
     notations...

                           GLENN
               Detroit.  Snoopy Miller told me uncut 
               diamonds are as easy to move as cash.

                           FOLEY
               Ever seen an uncut diamond, Studs?  
               They look like plain old rocks.

                           GLENN
               So.  What's your point?

                           FOLEY
               My point is, that's probably what 
               you're gonna end up with.

                           GLENN
               You think he's lying?

                           FOLEY
               Use your head.  The guys got five 
               million lying around his house, you 
               really think he's gonna tell some 
               motormouth he just met in prison 
               about it?

     A BELL SOUNDS.  Everyone starts walking for the gate.

     Foley watches as the Boxer and his crew head for the gate, 
     Maurice still standing there with his hand in his pocket.

     SLOW MOTION AS the boxer gets to the gate, sees Maurice who 
     moves to him now, smiling like he's so glad to see him... 
     his left hand clapping the guy on the back, saying something 
     like congratulations as now his right hand comes out of his 
     pocket and we see the long metal shiv--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 16


                           BUDDY
                    (watching Snoopy)
               Here it comes.

     Maurice wraps his left arm around the boxer's shoulder and 
     hugs him tight for a moment, then quickly moves away.  The 
     Boxer stands there like a statue, doesn't move until he's at 
     last jostled from behind and his legs fold and he drops to 
     the cement.

                           BUDDY (CONT'D)
               I guess the Snoop doesn't like to 
               lose, even if it's on purpose.

     We hear a WHISTLE BLOW as a GUARD spots the body.  And now 
     everyone moves like hell for the gate... except for...

     Richard Ripley who stands there frozen, staring down at the 
     body.

     Foley glances back at the approaching guards, casually takes 
     Ripley by the arm as he passes, leads him away from there, 
     talks to him as they walk into the block...

                           FOLEY
               You don't wanna be standing there, 
               the hacks start asking questions you 
               don't wanna answer.

                           RIPLEY
               Oh, uh, right, thanks...

     Foley then moves away.  He sees Maurice looking back at him, 
     giving him a hard stare just before he melts into the crowd.

                                                     DISSOLVE TO:

12   INT. FOLEY'S CELL - BELLE GLADE - DAY (NOW)                   12   

     He lies there another moment when...

     A PAIR OF LEGS swings down over the side from the top bunk.

     Foley's CELLMATE jumps down, walks the three feet or so to 
     the toilet, casually pulls down his pants and starts to go 
     to the bathroom.  Foley shakes his head and turns away...

13   EXT. STRIP MALL - DAY                                         13   

     As Buddy walks up to a Cadillac Sedan DeVille Concours pulling 
     a slim-jim from the back of his pants, about to jimmy the 
     door, when he sees...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 17


     A WOMAN -- middle-aged, wearing pearls and high heels -- 
     come out of the Winn Dixie pushing a grocery cart full of 
     groceries.

     Buddy sticks the jimmy back in his pants, waits until the 
     woman is opening her trunk before coming forward...

                           BUDDY
               Here, lemme help you with those, 
               ma'am.

     She doesn't seem too sure about it, but lets him load the 
     groceries in the trunk and take the key out of the lock.

                           WOMAN
               I didn't ask for your help, so don't 
               expect a tip.

     Buddy smiles, waves her off.

                           BUDDY
               That's okay, ma'am.  I'll just take 
               your car.

     She stands there stupidly as he gets in and drives off.

14   INT. CHAPEL - DUSK                                            14   

     In the midst of a remodel.  As door opens and Pup comes in.

     Foley puts a finger to his lips...

                           FOLEY
               They're right underneath you, Pup.  
               They dug a tunnel.

     Foley watches Pup creep up the aisle towards the front of 
     the chapel, eyes on the floor, listening...

                           PUP
               I don't hear 'em.  Where's the tunnel 
               come out?

     Pup turns his back, walks up the aisle and across the front 
     of the pews to a window.

                           FOLEY
               Second fence post from the tower out 
               there.  Go on, take a look.

     As Pup stares out the window...

                           PUP
               I don't see nothing there.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 18


     Foley reaches down into a pew where's stashed a FOUR-FOOT 
     CRUCIFIX.  He picks it up, starts up the aisle...

                           FOLEY
               You will directly.  Keep watching.

15   INT. KAREN SISCO'S CAR - DUSK                                 15   

     As the high beams from her car show the prison parking area, 
     then the fence strung with razor wire.  Karen parks near the 
     fence, lights a cigarette and dials her car phone.

                           KAREN
               Hi.  Karen Sisco again for Ray 
               Nicolet.
                    (beat)
               He's not?  Could you tell him that...  
               never mind.  I'll call back.

     Headlights hit Karen's rear-view mirror, a car pulling in 
     behind her.  The lights go off, then come on again.  She 
     adjusts the mirror to deflect the glare.

16   INT. THE CAR BEHIND HER - DUSK                                16   

     As Buddy sits watching the cons come in from the athletic 
     field.

     He sees the mirror flash in the car in front of him as Karen 
     checks her face out in the rear-view.

17   INT. CHAPEL - DUSK                                            17   

     As Foley moves up behind Pup, he lets his jacket fall to the 
     floor, holds the crucifix down against his leg.

                           PUP
               There some car headlights out there...
                    (then)
               Jesus Christ...

     Now he pulls his radio from his belt, says into it...

                           PUP (CONT'D)
               Man outside the fence!  By tower 
               six!
                    (responds to radio)
               This is Officer Pupko...
                    (then)
               I'm looking at him, for Christ's 
               sake!

     Okay-- now Foley raises the metal cross, steps in and lays 
     it smack against the side of Pup's head.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 19


     Drops him clean with one swing, bouncing him off the window 
     frame and down without a sound coming from him.

18   INT. KAREN SISCO'S CAR - NIGHT                                18   

     As Karen grabs the court papers off the seat, opens her car 
     door, glances at the fence and pauses as she sees A FIGURE 
     there, crouching down.

     Karen turns on her headlights.  No, not crouched.  The guy 
     is coming out of the ground.  On this side of the fence.

     Head and shoulders appear and another guy comes out of the 
     ground.  Right in front of her.

     Karen leans on the horn, holds it down and sees the two guys 
     by the fence -- Chino and Lulu -- look into her headlights, 
     poised there for a moment before taking off into the dark.  
     Karen gets out of the car...

19   INT. BUDDY'S CAR - SAME                                       19   

     As Buddy watches a spotlight from the tower come on and follow 
     the two cons as we then hear the sound of RIFLE REPORTS before 
     the men disappear into the dark.

     Then Buddy sees Karen in his headlights, whistles softly as 
     he gets a good look at her long legs as she raises the lid 
     to her trunk...

                           BUDDY
               What's she doing?

     He watches her duck her head in the trunk and come out with 
     a holstered pistol.

                           BUDDY (CONT'D)
               Uh-oh.

     But then she throws the pistol in the trunk, ducks in there 
     again and comes out this time racking a shotgun.

                           BUDDY (CONT'D)
               Uh-oh.

     And now Buddy watches her hurry to the front of her car and 
     raise the shotgun as we hear A WHISTLE BLOW IN THE COMPOUND.

     Buddy gets out of the car...

20   EXT. PARKING AREA - SAME                                      20   

     As Karen puts the shotgun on two more cons, both filthy dirty, 
     standing by the hole they just crawled out of.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 20


                           KAREN
               Get your hands in the air!

     Buddy watches the two cons, both Latins, make up their minds, 
     start edging away -- shit, they've come this far.

     They look out at the spotlight sweeping around in the dark, 
     then look the other way, along the fence towards the main 
     gate, to see armed hacks coming out on the run, and that 
     decides it for the cons.  They take off running...

     Now Buddy watches as Karen puts her pump gun on them, but 
     doesn't fire...

     The hacks running from the gate with rifles beat her to it, 
     open up all at once and keep firing until the two convicts 
     are cut down as they run.

     The hacks glance at Karen, but don't bother with her, more 
     interested in the hole the convicts had come out of.  Now 
     they're standing by it peering in, edging closer with their 
     weapons ready, then they all step back at once, bump into 
     each other as...

     A head appears wearing a guard's baseball cap, the guy now 
     saying something to the guards, his face smeared with muck, 
     excited, pointing towards the orange grove.

     They run off, pausing briefly to kick the convicts they shot 
     to see if they're alive, then keep going.

     The man in the hole, Foley, climbs out.  He takes his time, 
     puts on a show, standing with his hands on his hips like an 
     honest-to-God hack, that serious cap down on his eyes.

     Buddy waves to Foley to come on and Karen turns and puts the 
     shotgun on Buddy.  Buddy raises the palm of his hand.

                           BUDDY
               It's okay, honey, we're good guys.

                           KAREN
               What're you doing here?

     Not so much asking, but putting it to him the way cops do 
     when they're already pretty sure what you're doing.  She 
     glances around to include Foley, now coming at her like some 
     creature out of the swamp, giving Buddy time to take her 
     around the neck.

     She fights him, jabs him in the gut with the butt end of the 
     shotgun before Foley wrenches it from her grip.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 21


     They drag her to the rear end of her car, the trunk lid still 
     up, and crouch there as some hacks come running along the 
     fence, past the dark gun tower and cross the road towards 
     the orange grove.  A moment later, they hear bursts of 
     gunfire, then silence.

                           FOLEY
               I bet that's all the hacks they send 
               out.  Otherwise nobody's left to 
               mind the store.

                           BUDDY
               Why don't we talk about it later?

     He turns to see Foley and Karen staring at each other in the 
     headlights from Buddy's car; Karen not at all afraid.

                           FOLEY
               Why you're just a girl.  What do you 
               do for a living you pack a shotgun?

                           KAREN
               I'm a federal marshal and you're 
               under arrest, both of you guys.

     Foley keeps staring at her like he's giving the situation 
     serious thought, but what he says is...

                           FOLEY
               I bet I smell, don't I?
                    (then)
               Listen, you hop in the trunk and 
               we'll get out of here.

     Karen looks at him, then gets up, climbs into the trunk.  
     She's reaching around, trying to find her pistol, when...

     Foley gives her a shove and gets in with her, wedging her 
     against the wall of the trunk, pressing against her back 
     like they're cuddled up in bed.

     He holds her to him, giving her no room to turn and stick 
     the gun in his face.  Buddy reaches for the trunk lid and 
     then everything goes...

     BLACK

     Total darkness, not a crack or a pinpoint of light showing.

     Then we hear the engine come to life, the car moving along.

                           FOLEY (V.O.) (CONT'D)
               You comfy?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 22


                           KAREN (V.O.)
               If I could have a little more room.

                           FOLEY (V.O.)
               There isn't any.  All this shit you 
               got in here.  What is all this stuff 
               anyway?  Handcuffs, chains... what's 
               this can?

                           KAREN (V.O.)
               For your breath.  You could use it.  
               Squirt some in your mouth.

                           FOLEY (V.O.)
               You devil, it's mace, huh?  What've 
               you got here, a billy?  Use it on 
               poor unfortunate offenders.

     A BEAM OF LIGHT appears as he finds a flashlight and turns 
     it on.  He plays the beam along Karen's leg, calms down some 
     as he looks at all of her now and finally says...

                           FOLEY (V.O.) (CONT'D)
               Where's your gun, your pistol?

                           KAREN
               In my bag, in the car.

     They go over some bumps.  We hear men's voices from somewhere 
     far off, outside.

                           KAREN (CONT'D)
               You know you don't have a chance of 
               making it.  Guards are out here 
               already, they'll stop the car.

     He runs his hand down her thigh, looking for her gun, but 
     also, just, well, looking.

                           FOLEY
               They're off in the cane by now chasing 
               Cubans.  I timed it to slip between 
               the cracks, you might say.

21   EXT. CAR - NIGHT                                              21   

     As Buddy floors it away from the prison, checks the rearview 
     mirror...

22   INT. TRUNK - SAME                                             22   

     As Jack tries to wipe some of the mud off his face.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 23


                           FOLEY
               Boy, it stunk in there.

                           KAREN
               I believe it.  You've ruined a nine-
               hundred-dollar suit my dad gave me.

                           FOLEY
               Yeah, went real nice with that twelve 
               gauge, too.
                    (then)
               Tell me, why in the world would 
               someone like you ever become a federal 
               marshall?

                           KAREN
               The idea of going after guys like 
               you appealed to me.

                           FOLEY
               Guys like me, huh.  Well, listen, 
               even though I've been celibate lately, 
               I'm not gonna force myself on you.  
               I've never done that in my life.

                           KAREN
               You wouldn't have time anyway.  We 
               come to a roadblock, they'll run the 
               car, find out in five seconds who it 
               belongs to.

                           FOLEY
               If they get set up in time, which I 
               doubt.  And even if they do they'll 
               be looking for a buncha little Latin 
               fellas, not a big black guy driving 
               a Ford.

                           KAREN
               Must be quite a pal, risk his own 
               ass like this.

     More bumps.  Then picking up speed as the road smooths out.

                           FOLEY
               Who, Buddy?  Yeah.  He's a good guy.  
               Back when we jailed together, he'd 
               call his sister every week without 
               fail.  She's a born-again Christian, 
               does bookkeeping for a televangelist.  
               Buddy calls her up, confesses his 
               sins, tells her about whatever bank 
               he happened to rob.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 24


                           KAREN
               Buddy.  That's his given name?

                           FOLEY
                    (woops, beat)
               One I gave him, yeah.
                    (mouths)
               Fuck...

23   INT. CAR - SAME                                               23   

     As Buddy rifles through Karen's bag while he drives.  He 
     looks up from her badge and ID case at the road.

24   INT. TRUNK - SAME                                             24   

                           KAREN
               So, what's your name?  It'll be in 
               the paper tomorrow anyway.

                           FOLEY
               Jack Foley.  You've probably heard 
               of me.

                           KAREN
               Why, are you famous?

                           FOLEY
               Time I was convicted in California?  
               FBI told me I'd robbed more banks 
               than anyone in the computer.

                           KAREN
               How many was that?

                           FOLEY
               Tell you the truth, I don't know.  I 
               started when I was eighteen, driving 
               for my Uncle Cully and his partner, 
               Gus.  They go into a bank this one 
               time in Slidell, Gus jumps the counter 
               to get the tellers and breaks his 
               leg.  All three of us ended up in 
               Angola.

                           KAREN
               That's funny.

                           FOLEY
               I thought so, too.

                           KAREN
               It was me, I woulda left ol' Gus on 
               the floor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 25


                           FOLEY
               I believe you would have.  Another 
               fall, I did seven years at Lompoc.  
               And I don't mean the place next door 
               where some of Nixon's people went.

                           KAREN
               I know the difference.  You were in 
               Lompoc USP, the federal penitentiary.  
               I've delivered people there.  So 
               basically you've spent half your 
               life in prison.

                           FOLEY
                    (beat)
               Basically.  Yeah.  If I go back now, 
               I do a full thirty years, no time 
               off.  Can you imagine looking at 
               that?

                           KAREN
               I don't have to.  I don't rob banks.

     He looks at her, then looks away as we...

25   EXT. CAR - SAME                                               25   

     As the car turns into a main highway now...

26   INT. TRUNK - SAME                                             26   

     As Foley plays the light down the length of her...

                           FOLEY
               You don't seem all that scared.

                           KAREN
               Of course I am.

                           FOLEY
               You don't act like it.

                           KAREN
               What do you want me to do?  Scream?  
               I don't think it would help much.
                    (then)
               I'm just gonna sit back, take it 
               easy, and wait for you to screw up.

                           FOLEY
               Jesus, you sound like my ex-wife.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 26


                           KAREN
               You were married?  All those falls, 
               I'm surprised you had time.

                           FOLEY
               It was just a year, give or take a 
               few days.  I mean, it's not like we 
               didn't get along or anything.  We 
               had fun, we just didn't have that... 
               that thing, you know?  That spark, 
               you know what I mean?  You gotta 
               have that.

                           KAREN
                    (thinking)
               Uh-huh.

                           FOLEY
               We still talk, though.

                           KAREN
               Sure.

27   EXT. CAR - SAME                                               27   

     As Buddy passes a sign that says "MIAMI, 74 MILES."

28   INT. TRUNK - SAME                                             28   

     As she tries to get a look at him...

                           KAREN
               You know, this isn't gonna end well, 
               these things never do.

                           FOLEY
               Yeah, well, if it turns out I get 
               shot like a dog, it'll be in the 
               street, not off a goddamn fence.

                           KAREN
               You must see yourself as some kind 
               of Clyde Barrow.

     And for a few moments, all we hear is the sound of the car 
     on the road.  Then...

                           FOLEY
               Oh, you mean of Bonnie and Clyde?  
               Hm.  You ever see pictures of him, 
               the way he wore his hat?  You could 
               tell he had that don't-give-a-shit 
               air about him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 27


                           KAREN
               I don't recall his hat, but I've 
               seen pictures of him lying dead, 
               shot by Texas Rangers.  Did you know 
               he didn't have his shoes on?

                           FOLEY
               Is that right?

                           KAREN
               They put a hundred and eighty-seven 
               bullet holes in Clyde, Bonnie Parker 
               and the car they were driving.  Bonnie 
               was eating a sandwich.

                           FOLEY
               You're full of interesting facts, 
               aren't you?

                           KAREN
               It was May, 1934, near Gibsland, 
               Louisiana.

29   EXT. HIGHWAY - NIGHT                                          29   

     Quiet.  Empty.  A moment later the car flies past.

30   INT. TRUNK - SAME                                             30   

                           FOLEY
               That part in the movie where they 
               get shot?  Warren Beatty and... I 
               can't think of her name.

                           KAREN
               Faye Dunaway.

                           FOLEY
               Yeah, I liked her in that movie about 
               TV...

                           KAREN
               Network.  Yeah, she was good.

                           FOLEY
               And the guy saying he wasn't gonna 
               take any more shit from anybody...

                           KAREN
               Peter Finch.

                           FOLEY
               Yeah, right.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 28


                           FOLEY (CONT'D)
               Anyway, that scene where Warren Beatty 
               and Faye Dunaway get shot?  I remember 
               thinking at the time it wouldn't be 
               a bad way to go, if you have to.

                           KAREN
               Bleeding on a country road.

                           FOLEY
               It wasn't pretty after, no, but if 
               you were in that car -- eating a 
               sandwich -- you wouldn't have known 
               what hit you.

     We HEAR FAINT SIRENS OS...

31   INT. CAR - SAME TIME                                          31   

     As Buddy sees FLASHING LIGHTS approach from the opposite 
     direction.  He stays cool as the green and whites get 
     closer...  closer... then fly right on past.

32   INT. TRUNK - SAME                                             32   

     As the SIRENS SCREAM AT US FOR A MOMENT, then FADE.

                           FOLEY
               You're sure easy to talk to.  I wonder --
               say we met under different 
               circumstances and got to talking, 
               say you were in a bar and I came up 
               to you -- I wonder what would happen.

                           KAREN
               Nothing.

                           FOLEY
               I mean if you didn't know who I was.

                           KAREN
               You'd probably tell me.

                           FOLEY
               I'm just saying I think if we met 
               under different circumstances...

                           KAREN
               You have to be kidding.

     Silence.  Foley tries to get back to where it was working...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 29


                           FOLEY
               Another one Faye Dunaway was in I 
               liked, Three Days of the Condor.

                           KAREN
               With Robert Redford, when he was 
               young.

                           FOLEY
               Yeah...

     They lie there a moment, think about that as we hear THE CAR 
     SLOWING DOWN, coasting, then bumping along the shoulder of 
     the road to a stop.

                           KAREN
               I never thought it made sense, though, 
               the way they got together so quick.

                           FOLEY
               Really.

                           KAREN
               I mean, romantically.

                           FOLEY
               Uh-huh.
                    (then)
               Well, but if --

     The trunk goes dark again as the car's turned off.

                           BUDDY (O.S.)
               You still alive in there?

     And the trunk lid raises so that we see Karen and Foley lying 
     in the back.  Foley gets out.  Karen doesn't move.

                           FOLEY (O.S.)
               Where in the hell are we?

                           BUDDY
               That's the turnpike up there.  Glenn's 
               waiting with the other car.

                           FOLEY
               Okay, honey, come on out of there.

     Karen pushes off, rolls from her right side to her left, 
     brings up her Sig Sauer in both hands to put it on them, 
     both standing in the opening, in the dark, but right there.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 30


                           KAREN
               Get your hands up and turn around.  
               Now.

                           FOLEY
               Shit...

     Foley brings the lid down, he and Buddy moving in opposite 
     directions as she begins firing from the inside...

     As Buddy and Foley hook up again in front of the car.  We 
     can see they're beneath an overpass.  Foley stares at the 
     trunk.

                           BUDDY
               We may as well leave her, we're 
               leaving the car and we gotta leave 
               her some place anyway, what's the 
               difference where?

                           FOLEY
               She's coming with us.

     Foley walks to the passenger seat, reaches in the window.

                           BUDDY
               Jesus Christ, what were you doing in 
               there?

                           FOLEY
               Get the shotgun.  And her purse.  
               I'd like to know who she is.

     Foley takes her wallet, looks at her driver's licence photo.

                           BUDDY
               I already looked.  Her name is Karen 
               Sisco.  Like the Cisco Kid only 
               spelled different, S-i-s-c-o.

     A sheriff's green-and-white goes screaming past and they 
     keep to the narrow space between the car and the concrete 
     abutment of the overpass.  When the road quiets down, Foley 
     moves to the trunk and bangs on it once with his fist.

                           FOLEY
               Karen?  Be a good girl now, you hear?  
               Now, I'm gonna open the--

     Foley jumps at the sound of a pistol shot.

                           FOLEY (CONT'D)
               You're putting holes in your car!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 31


     He looks up to see Buddy holding her shotgun, staring at 
     him.

     He settles down, then...

                           FOLEY (CONT'D)
               We're not leaving you.  I'm gonna 
               open the trunk enough for you to 
               throw the gun out.  Okay?  You shoot -- 
               Buddy's got your shotgun, says he'll 
               shoot back if you do and I can't 
               stop him.  So it's up to you.

     Foley puts his hand out and Buddy, still looking at him funny, 
     gives him the keys.

                           VOICE
               Hey!

     Coming from somewhere above them.

                           VOICE (CONT'D)
               It's me, Glenn.

     Foley steps out into the open, Buddy close behind him.  They 
     look up to see a figure, head and shoulders against the 
     evening sky, leaning on the concrete overpass rail.  We can 
     see his long blond hair falling beside his face, now half-
     concealed behind dark sunglasses.

                           GLENN
               Hey, Jack, good to see you, man.  
               The fuck're you guys shooting at?

     Foley looks at Buddy.

                           FOLEY
               Do we need him?

                           BUDDY
               The green-and-whites saw us.  One of 
               'em starts thinking, what's that car 
               doing there?  Ties it to the break 
               and turns around...

     Foley thinks about it, then looks up at the overpass again.

                           FOLEY
               Oh, hey, Studs?  We thought you were 
               somebody else.

                           GLENN
               Studs.  Man, I haven't heard that 
               since Lompoc.  What's going on?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 32


                           FOLEY
               Oh, nuthin'.

     Foley shakes his head, then walks back to the Ford and bangs 
     on the trunk.

                           FOLEY (CONT'D)
               You coming out?

     Foley sticks the key in the lock as Buddy steps up to the 
     trunk and racks the pump on the shotgun.  Foley leans close 
     to the metal.

                           FOLEY (CONT'D)
               You hear that?

     He turns the key and raises the lid.  Karen, bunched in there, 
     extends her arm, her hand holding the Sig Sauer by the barrel.

                           KAREN
               You win, Jack.

     "Jack."  Buddy gives him another funny look.

33   EXT. TOP OF OVERPASS - NIGHT                                  33   

     As Glenn removes a note stuck in the side window of a stolen 
     Audi that reads "GONE TO GET GAS."

                           FOLEY
               Have your clothes cleaned and send 
               me the bill.

     Glenn looks over as the three of them reach the top of the 
     grade, move through the scrub.  Glenn leans against the car, 
     flashers blinking.

                           KAREN
               I'll send it to you at Glades.

                           GLENN
               Jesus, what'd you crawl through, a 
               sewer?

                           FOLEY
               Take your sunglasses off.

                           GLENN
               I see better with them on.

                           FOLEY
               You don't take 'em off, I'm gonna 
               throw 'em off the overpass while 
               they're still on your head.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 33


     Glenn shrugs, takes them off and sticks them in his jeans.

                           FOLEY (CONT'D)
               Wait in the car.

                           GLENN
               You're in civilization now, man, 
               ease up.

                           FOLEY
               I'd like you to go wait in the car.  
               How's that?  Take her with you and 
               put her in back.

                           GLENN
               In the trunk?

                           FOLEY
               The backseat.

     Foley stares at him, waiting.  Glenn motions to Karen...

                           GLENN
               Come on.  I have to do what I'm told.

     She walks past Foley without looking at him.

                           FOLEY
               Wait a minute.  Let me have your 
               raincoat.
                    (looks at Buddy)
               Somebody forgot to bring me clean 
               clothes.

                           BUDDY
               I brought 'em, they're back at Glades 
               in the Cadillac.  You wanted to take 
               her car.

                           KAREN
               You can blame me if you want.  I 
               don't mind.

     He doesn't say anything as Glenn takes off the raincoat, 
     folds it up, then throws it at Foley's feet.

                           GLENN
               Here you are, sir.

     Foley watches as Glenn gets his sunglasses out, puts them 
     back on and takes Karen by the arm.

                           BUDDY
               What's wrong with you?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 34


     Karen looks over at Foley, then ducks her head and gets in 
     the backseat.

                           FOLEY
               Why you brought Glenn into this, 
               I'll never know.

                           BUDDY
               How 'bout the score was his idea to 
               begin with?

                           FOLEY
               His idea?  Gimme a break.  Fuckin' 
               guy's got a vacant lot for a head.  
               Was you and me figured the whole 
               thing out.

     Buddy watches Foley struggle with the buttons on the uniform, 
     all of them caked with muck.

                           BUDDY
               You're pulling at it.  Here...

     He lays the shotgun in the grass and comes up, takes the 
     guard shirt in his two hands and rips it open, popping buttons 
     and tearing the shirt.

                           FOLEY
               I don't know why, but every time he 
               opens his mouth I want to punch him 
               out.

                           BUDDY
               He ain't the problem, Jack.

     Foley looks at him.

                           BUDDY (CONT'D)
               You wanna pull your head outta your 
               ass and tell me why we're bringing 
               her with us?

34   INT. CAR - SAME                                               34   

     As Karen watches Glenn get into the car, sees him as the 
     dome light comes on for a second or two before he closes the 
     door.

     He half turns, laying his arm along the top of the seats, 
     runs his hand through his hair...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 35


                           GLENN
               ...if he thinks he can talk to me 
               like this.  Shit, I don't even know 
               what I need them for.

     Karen leans forward to have a look, sees Foley and Buddy 
     against the dark foliage.

                           GLENN (CONT'D)
               I got a big score lined up up north.  
               They wouldn't even know about it, it 
               wasn't for me.  I could do it right 
               now myself, except it's so fucking 
               cold up there in January--

                           KAREN
               Glenn?

     His head turns so that we can see his designer shades.

                           KAREN (CONT'D)
               You don't remember me, do you?

                           GLENN
                    (beat)
               It couldn't have been out at Glades, 
               if that's what you're thinking.  I 
               was never out there.

                           KAREN
               No, that's not what I'm thinking.

     He raises his hand, strokes his hair away from his face.

                           GLENN
               But you're sure we've met, huh?

                           KAREN
               Last fall, I drove you from the Palm 
               Beach county jail to the federal 
               courthouse, twice.  You're Glenn 
               Michaels.
                    (then)
               I never forget anyone I've cuffed 
               and shackled.

     He doesn't move or say a word, staring at her now like he's 
     been turned to stone.

                           KAREN (CONT'D)
               Let's think for a minute, Glenn, see 
               if we can work this out...

     He turns away, all the way around to look straight ahead...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 36


                           KAREN (CONT'D)
               Do we have a gun in the car?

                           GLENN
               I remember you now.  Shit.

                           KAREN
               Foley's not going to make it.  And 
               if he goes down, Glenn, you go with 
               him.

     She touches his shoulder and he jumps.

                           KAREN (CONT'D)
               Look, I can understand if you and 
               Foley are close.

                           GLENN
               We're not.  I'm helping him, yeah--

                           KAREN
               Wait.  Have you helped him, Glenn?  
               At this point, technically, I doubt 
               you could be charged with aiding a 
               fugitive.  So you still have a choice.  
               You can help him and risk going down 
               again, get cuffed and shackled, hope 
               to God you pull a reasonable judge, 
               not some hard-on.  Or, if you want 
               to play it another way...

     She pauses.  He turns and looks at her.

                           GLENN
               Like how?

35   EXT. OVERPASS - SAME                                          35   

     Foley watches a car pass on the highway.

                           BUDDY
               You want to take her to my place and 
               get cleaned up?  You come out of the 
               bathroom with your after-shave on 
               and she goes, "Oh, I had you all 
               wrong"?

                           FOLEY
               I want to talk to her again, that's 
               all.  See what would happen under, 
               you know, normal circumstances.

                           BUDDY
               You're too late, Jack.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 37


     Foley doesn't say anything.  Just takes a deep breath as we 
     HEAR THE CAR START and they both look over...

                           BUDDY (CONT'D)
               He wants to get out of here and I 
               don't blame him.

     They start towards the car.  Then stop and watch as it takes 
     off, tires squealing as the rubber hits pavement.  Their 
     backs to us, they stand there watching the tailights until 
     they're out of sight down the turnpike, neither of them saying 
     a word.

     We hear SQUEAKY FOOTSTEPS OVER...

                                                         CUT TO: 

36   A CORRIDOR IN LOMPOC FPC                                      36   

     As Maurice Miller and his "man" -- a big black bulk named 
     HIMEY

     -- strut purposefully up the hall.  They step into...

37   THE PRISON LIBRARY                                            37   

     Where Richard Ripley sits at one of the tables reading a big 
     coffee-table book called "THE WARM WORLD OF TROPICAL FISH."

                           MAURICE
               Dick.  My man.

     Ripley looks up as Maurice and Himey come strolling into the 
     library, sit down on either side of a now very anxious Ripley.

                           MAURICE (CONT'D)
               I got your fishies for you.

     He sets a small Ziploc with two tiny fish inside down on the 
     table.

                           RIPLEY
                    (reaches for them)
               Thank you...

                           MAURICE
                    (pulls them back)
               Not so fast, Dick.
                    (off Ripley's look)
               Starting now, there's gonna be an 
               across the board cost a living 
               increase.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 38


                           RIPLEY
               What?

                           MAURICE
               Year ago, I come in here on credit 
               card fraud, but after I shanked that 
               loudmouth pussy on the yard the other 
               day, my Dunn & Broadstreet, has gone 
               way the fuck up.

                           RIPLEY
               I think it's Dunn & Bradstreet.  But 
               then, I could be wrong...

                           MAURICE
               Whoever.  The point is, prices are 
               goin' up, too.  Better get your little 
               black book out, Richard.  We got 
               some business to talk about.

     Ripley sighs, takes out his black book and opens it.

                           MAURICE (CONT'D)
               Let's start with the fish.  They was 
               two grand, but now they's three.

     Ripley looks at the two tiny fish in the bag.

                           MAURICE (CONT'D)
               That Bausch & Lomb Saline shit you 
               asked for is gonna be eighty bucks.

                           RIPLEY
                    (writing)
               Well, I need that...

                           MAURICE
               ...and that extra pillow's gonna be 
               an even three c's.

                           VOICE
               Hey.

     They all look to where...

     JACK FOLEY

     Sits at the far end of the table, reading a thick manual of 
     some kind.  Himey gives him a mean stare.  Foley points to a 
     sign that says "QUIET PLEASE."

                           FOLEY
               Sign says "Shut the fuck up."  Or 
               can't you guys read?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 39


                           MAURICE
                    (beat)
               There a problem, Foley?

                           FOLEY
               Yeah.

     Foley shuts the big book -- CHILTON'S AUTO REPAIR.

                           FOLEY (CONT'D)
               Yeah, I got a problem.  This is the 
               dumbest fucking shakedown in the 
               history of dumb shakedowns.  Three 
               hundred bucks for a pillow?

                           MAURICE
               That's right.

                           RIPLEY
               Sounds high, doesn't it?

                           FOLEY
               Must be a real soft pillow.

                           MAURICE
               Faux goose down.

                           RIPLEY
               Still...

                           FOLEY
               How much for your company at chow?

                           MAURICE
               Company, shit.  I watch the man's 
               back.

                           FOLEY
               I bet.  How much?

                           MAURICE
               Another C.

     Foley shakes his head, turns to Ripley.

                           FOLEY
               You're smart, Ripley, you'll tell 
               this guy to fuck off.

                           RIPLEY
               Really?  Well, I uhhh...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 40


                           FOLEY
               First of all, if he kills you, he's 
               not gonna get any more money out of 
               you.

     Ripley looks at Maurice: Good point.

                           MAURICE
               Man doesn't have to get killed.  He 
               could accidentally fall on something 
               sharp, like a shiv.  Or my dick.

     Ripley turns back to Foley now: Also a good point.

                           FOLEY
               You stick anything in this guy, Snoop, 
               they transfer his ass outta here 
               faster'n you can throw a fight, and 
               you still end up with nothing.

     Ripley nods, takes this in.

                           MAURICE
               This doesn't concern you, Foley.  
               Why don't you go on out to the yard, 
               have yourself a smoke?

                           FOLEY
               I don't smoke.

                           HIMEY
                    (slowly rising)
               You heard the man.  Go on outta here.

     Foley doesn't move, just gives the guy a bored once over.

                           MAURICE
               Himey here's a pro-toh-jay of mine.  
               He's ranked number thirty-two in the 
               federal prison system.

                           FOLEY
                    (looking at Himey)
               Thirty-two outta what, twenty?

     Himey bulldozes forward, pulling his massive fist back to 
     clock Foley in the head when...

     ...in one swift motion Foley brings his book up in one hand, 
     like he's throwing a pie, and drives the hefty repair manual 
     into Himey's face, snapping the big guy's head back, sending 
     his feet flying out from under him so that he hits the floor 
     back-first with a loud thud.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 41


     Maurice goes for Foley who picks up the chair just as we 
     hear A WHISTLE.  They all freeze, look to...

     PRISONER AT ANOTHER TABLE

     Who nods towards the door.  We PAN OVER just as A GUARD 
     APPEARS, takes in the scene as a dazed Himey slowly pulls 
     himself up, covers his now bleeding nose.

                           GUARD
               What's going on here?

                           MAURICE
               Oh, you know, reading's funnamental 
               an' shit, we just excited.

                           GUARD
               Clear outta here.

     The guard exits.  Maurice and Foley are still staring at 
     each other.

                           RIPLEY
               Excuse me.  Snoopy?  Did we settle 
               the fish thing?

                           MAURICE
                    (looks at Foley)
               Yeah.  Sure.  It's all settled.

     He pours the water out of the bag and drops the fish into 
     Ripley's open hand.  Maurice then squeezes Ripley's hand 
     into a fist, crushing the fish.  He taps his fist to Ripley's.

                           RIPLEY
               That's how you do it.

     Maurice gives Foley a last look, starts out of the room with 
     Himey.  Ripley looks at the crushed fish in his hand, then 
     at Foley.

                           RIPLEY (CONT'D)
               Thanks for your help.

                           FOLEY
               Any time.

     We hear a PHONE RING and then...

                                                         CUT TO: 

38   MAURICE MILLER'S HOUSE - THE BEDROOM - (NOW)                  38   

     As Maurice lies in bed watching a boxing match on television.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 42


                           MAURICE
               Stick and jab, fool.  Stick and jab.

     A frisbee whizzes past the television.  We hear A DOG YELP 
     OS.

                           MAURICE (CONT'D)
               Hey!  Watch that shit!

     Maurice's girlfriend MOSELLE - about thirty, sleepy-eyed, in 
     a green bathrobe - picks the frisbee up off the floor as THE 
     PHONE RINGS AWAY on the bedside table right next to Maurice.

                           MOSELLE
                    (calls OS)
               Tuffy.  C'mere, boy...

                           MAURICE
               You gonna answer the phone?

                           MOSELLE
               What for?  It's not for me.

     Maurice watches as Moselle now tries to throw the frisbee to 
     a little wire-haired terrier, but it just bounces off the 
     dog's head.

                           MOSELLE (CONT'D)
               Bad dog.

                           MAURICE
                    (scoops up the dog)
               Moselle, the fuck are you doing to 
               my little Tuffy?

     He lovingly nuzzles the dog like it's his child.

                           MOSELLE
               I'm trainin' Tuffy, so he can be on 
               a Kal Kan commercial, make us some 
               extra money.

     He looks at her.

                           MAURICE
               That's the dumbest thing I heard in 
               my life.  Everybody knows Kal Kan 
               doesn't pay for shit.  You gonna get 
               a gig, it's gotta be for one of the 
               big three: Science Diet, Iams or 
               that Cycle shit for the fat dogs.  
               Now answer the fuckin phone.

     She comes over, picks up the phone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 43


                           MOSELLE
               Hello?
                    (hands it to Maurice)
               For you.

                           MAURICE
                    (takes it)
               This is me.

39   EXT. PHONE BOOTH - GAS STATION - NIGHT                        39   

     An antsy Glenn with his shades on talks on the phone.

                           GLENN
               Snoopy.  Glenn Michaels.

     INTERCUTTING GLENN & MAURICE:

                           MAURICE
               Studs.  Hey, son, you must be one a 
               them psychic friends.  I was just 
               thinkin' about you.

     Glenn watches as some guy in a suit gets out of a black 
     Lincoln Town Car and jogs to the john.

                           GLENN
               Listen, Snoopy, I'm on my way up to 
               Detroit and need a place to crash.

                           MAURICE
               You crazy, come up here?  It's fuckin 
               one degree outside.

                           GLENN
               I wanna talk to you about a job.

                           MAURICE
               Uh-huh.

                           GLENN
               I can't really go into it right now.  
               I'll just tell you it's someone big.

                           MAURICE
               Someone?  Gimme a hint.

                           GLENN
               It's a guy you know.

                           MAURICE
               Gimme another hint.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 44


                           GLENN
               It's Richard Ripley.

     Maurice doesn't say a word.

                           GLENN (CONT'D)
               You there?

                           MAURICE
               Oh, I'm here, all right.  I'm very 
               here.  Question is, why aren't you 
               here?

40   EXT. BUDDY'S APARTMENT - SOMEWHERE IN FLORIDA - NIGHT         40   

     As Foley and Buddy hurry up the front steps.

                           FOLEY
               I'm just saying she wasn't scared.

                           BUDDY
               Cause she had her hand on her gun 
               the whole time, waiting to make her 
               move.

     Buddy opens the door, looks at Foley.

                           FOLEY
               You're just jealous it was me in the 
               trunk with her and not you.

                           BUDDY
               You're right.

41   INT. BUDDY'S APARTMENT - NIGHT                                41   

     A "hideout."  Not much in the way of furnishings.  Foley 
     follows Buddy inside, watches as he bolts the door.

                           FOLEY
               First thing I'm gonna do is get all 
               this mud off me.

     Foley starts for the bathroom.

                           FOLEY (CONT'D)
               I've been dreaming about a hot bath 
               for the last six months.  Soak the 
               prison off me.

                           BUDDY
               There's some lilac oil, you want 
               some, a vanilla candle under the 
               sink.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 45


                           FOLEY
               Oh, man.

                           BUDDY
               There's something about a nice hot 
               bath, transforms a person.  It's not 
               just about opening up your pores, 
               know what I mean?  There's just 
               something about the heat and the wet 
               that's calming you know?  Settles me 
               in a way that I really can't 
               articulate.

                           FOLEY
               I know exactly what you mean.  It's 
               just a feeling.
                    (beat)
               You know, I could go for some wine 
               tonight.

                           BUDDY
               There's a store around the corner, 
               I'll be right back.

                           FOLEY
               Sounds great.

     Foley goes into the bathroom.  A moment later WE HEAR THE 
     BATH RUNNING.

42   INT. APARTMENT HALLWAY - DAY                                  42   

     As Buddy leaves the apartment, starts down the hall, KAREN 
     STEPS INTO FRAME, watches as he disappears down the stairs.  
     Gun drawn, she then moves towards the apartment.

43   INT. BATHROOM - DAY                                           43   

     As Foley undresses, picks up a candle off the sink and smells 
     it.  He notices his nude image in the mirror and checks 
     himself out.

44   INT. APARTMENT - DAY                                          44   

     As Karen slips the door.  She looks around, HEARS THE WATER 
     RUNNING.

     She racks the slide on her gun, snicks off the safety and 
     starts for the bathroom.  Suddenly, the water is turned off.  
     She stops where she is.  She then moves a careful step at a 
     time towards the open doorway.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 46


     Gradually the tub comes into view, beginning with Foley's 
     feet resting crossed on the other end, then the middle of 
     the tub, then she's in the doorway, looking down at...

     Foley, lying there in the tub, his eyes closed.  Karen cuts 
     her eyes down the length of him, taking a moment here to 
     check him out, long enough for Foley to open his eyes and 
     grab her hand, the one holding the gun.

                           FOLEY
               Hey.

     They look at each other a moment.  He then pulls her down to 
     him and kisses her.  She kisses him back.  He then pulls her 
     into the tub with him as we now hear...

                           MARSHALL SISCO (V.O.)
               Karen...?

                                                    CUT TO: KAREN

     As she opens her eyes.

                           KAREN
               What?

45   REVEAL: A HOSPITAL ROOM - DAY                                 45   

     Flowers everywhere.  Karen -- bruises on her face -- lies in 
     bed.  Her father, Marshall, sits on the chair beside her.

                           MARSHALL
               You were talking in your sleep.

                           KAREN
                    (beat)
               What'd I say?

                           MARSHALL
               "Hey, yourself."

                           KAREN
               Huh.

     We hear A KNOCK at the door.  They look to where Special 
     Agent DANIEL BURDON -- black, forties, expensive suit -- 
     stands in the doorway, file in one hand.

                           KAREN (CONT'D)
               Hello, Daniel.

                           BURDON
                    (to Marshall)
               Daniel Burdon, FBI.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 47


                           MARSHALL
               Marshall Sisco.  Karen's dad.

                           BURDON
               You mind please waiting outside.  We 
               have some business to do here.

     Marshall looks at him a moment.  Then, to Karen...

                           MARSHALL
               I need to go to the john anyway.

     Burdon waits for Marshall to walk out, then sits down.

                           KAREN
               I wanna be on the task force, Daniel.

                           BURDON
               That's nice of you to offer, Karen, 
               but I got all the help I can use 
               right now.  Instead, let's talk about 
               how you got the bump on your head.

                           KAREN
                    (indicates file)
               Isn't that my report you're holding 
               onto?

                           BURDON
               Yes, but I want to hear you tell it.  
               Starting with when you tried to grab 
               the wheel -- where was this?

                           KAREN
               Coming to the Okeechobee exit...

     And now we see it...

     INSIDE THE CAR

     Going over a hundred miles per hour, blowing past cars...

                           KAREN (CONT'D)
               Take the next exit.

                           GLENN
               What am I supposed to do now?

                           KAREN
               Glenn, take the exit.

                           GLENN
               No way, man, no fuckin' way am I 
               gonna turn myself in.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 48


     She reaches over and grabs the wheel.

                           GLENN (CONT'D)
               The fuck are you doing?!

     He hits the brakes.  The car goes off the road, down the 
     grade, the abutment coming right at us as we go back to...

     THE HOSPITAL ROOM

     As Burdon sets the file down, sits back now.

                           KAREN
               The next thing I knew, the paramedics 
               were taking me out the car.

     Burdon looks at Karen a moment, then...

                           BURDON
               There's a couple of points I keep 
               wondering about have to do with the 
               two guys that grabbed you.  Buddy is 
               it?  And this fella Jack Foley.  I 
               swear the man must've robbed two 
               hundred banks in his time.

                           KAREN
               Really?  Huh.  He told me he didn't 
               remember how many he robbed.

                           BURDON
               You talked to him?

                           KAREN
               In the trunk, yeah?

                           BURDON
               What'd you talk about?

                           KAREN
               Oh... different things, prison, 
               movies.

                           BURDON
               This fella holds you hostage, you 
               talk about movies?

                           KAREN
               It was an unusual experience.

                           BURDON
               Foley made me think of that fella 
               Carl Tillman, the one you were seeing,
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 49


                           BURDON (CONT'D)
               it turns out the same time he was 
               doing banks.  You recall that?

                           KAREN
               When I was seeing Carl Tillman, I 
               didn't know he robbed banks.

                           BURDON
               Yeah, but I had enough reason to 
               believe he did, and I told you.  So 
               you had to at least suspect him.

                           KAREN
               And what happened to Carl?

                           BURDON
               The time came, you shot him.  But 
               you didn't shoot Foley or the guy 
               with him.  They're unarmed, you had 
               a shotgun and you let them throw you 
               in the trunk.  Okay, now you got 
               your Sig in your hand.  You say in 
               the report you couldn't turn around, 
               he had you pinned down.  But when 
               the trunk opened, how come you didn't 
               cap the two guys then?

                           KAREN
               Is that what you would've done?

                           BURDON
               You say in the report Glenn didn't 
               have a gun, but you let him get away, 
               too.

                           KAREN
               Daniel, what do you work on most of 
               the time, fraud?  Go after crooked 
               bookkeepers.

                           BURDON
               Karen, I've been with the Bureau 
               fifteen years, on all kinds of 
               investigations.

                           KAREN
               Have you ever shot a man?  How many 
               times have you been primary through 
               the door?

                           BURDON
               I have to qualify, is that it?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 50


                           KAREN
               You have to know what you're talking 
               about.

     We hear CHUCKLING OS.  Burdon glances at the doorway where 
     we see Marshall now standing, enjoying this.

                           BURDON
               We'll talk another time, Karen.  All 
               right?  I'd like to know why Foley 
               put you in that second car when he 
               didn't need you any more.

                           KAREN
               You'll have to ask him.

                           BURDON
               Sounds to me like he liked having 
               you around.  I'll see you, Karen.  
               Mr. Sisco.

                           MARSHALL
               Agent Burdon.

     Marshall waits for him to walk out...

                           MARSHALL (CONT'D)
               The white man's Burdon.  That's what 
               everybody calls him in Miami.  The 
               Metro-Dade guys.  He's got a knack 
               for pissing people off.

     She's not listening.  He sits down, takes her hand...

                           MARSHALL (CONT'D)
               What are you thinking about?

                           KAREN
               The Sig Sauer you got me for my 
               birthday.

                           MARSHALL
               Tell you what, you're a good girl, 
               you might get another one for 
               Christmas.

     She looks at him.

                           KAREN
               I'll get it back when I get Foley.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 51


46   EXT. BUDDY'S APARTMENT BUILDING - DAY                         46   

     A dozen GERIATRIC RESIDENTS sit on chairs out front as Buddy 
     climbs the steps carrying a bag of groceries under one arm, 
     newspaper under the other.  An old woman comes out the door 
     as Buddy opens it and squints at him.

                           OLD WOMAN
               Oh--  Are you delivering the oxygen?

                           BUDDY
               Uh, no, ma'am.  Sorry.

47   INT. BUDDY'S APARTMENT - DAY                                  47   

     Buddy's REAL apartment, not the one Karen pictured in her 
     dream.

     This one's nicer, with a view of the beach.  Jack stands on 
     the balcony going through KAREN'S PURSE.

     He pulls out her wallet, checks out her driver's licence 
     photo.

     He does the same with her gym I.D. card.  He finds her address 
     book and opens it up.  A photo of her father slips out.  
     Jack examines it a moment, then flips through the book.

     He stares at something in her bag a moment, then reaches in 
     and comes up with her U.S. Marshal I.D.  He slips it open 
     and studies the badge and the picture opposite.

     He holds on to it, looks out at the ocean, but really sees...

     THE OPEN TRUNK OF THE CAR - LAST NIGHT

     As Karen gets out, saying...

                           KAREN
               You win, Jack.

     BACK IN THE APARTMENT

     Foley turns away from the view as Buddy walks in, sets the 
     grocery bag down on the coffee table.

                           BUDDY
               You made the front page.

     He holds up the newspaper so that Foley can see his picture 
     on the front page: an unflattering mug shot that doesn't 
     look all that much like him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 52


                           BUDDY (CONT'D)
               They pass this picture around you 
               can go anywhere you want, nobody'll 
               know you.

                           FOLEY
               I wasn't feeling my best that day.  
               I'd just drawn thirty to life.

                           BUDDY
               Maybe this'll make you feel better.

     Buddy reaches into the bag, tosses Foley a NEW ZIPPO.

                           FOLEY
               Thanks.

     Foley catches the lighter, immediately begins playing with 
     it.

     He looks at the paper on the coffee table as Buddy sits down, 
     pulls some groceries and a sixpack from the bag.

                           BUDDY
               Paper says there's ten grand each on 
               you, Chino and Lulu.

                           FOLEY
               Say anything in there about Karen 
               Sisco?

                           BUDDY
               Just that she got away.

                           FOLEY
               Yeah, but what happened after she 
               drove off with Glenn?

                           BUDDY
               You'll have to ask Glenn.  And most 
               likely, he's on his way to Detroit, 
               where we should be.

     Foley walks back out on to the balcony, looks at the contents 
     of Karen's bag spread out on the table.

                           BUDDY (CONT'D)
               You realize what you're doing?  
               Worrying about a person that works 
               in law enforcement.  You want to sit 
               down and have cocktails with a girl 
               that tried to shoot you.  You hear 
               what I'm saying?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 53


     Foley holds up the picture of Marshall Sisco.

                           FOLEY
               Think this old guy is her boyfriend?  
               It's the only picture she carries.

                           BUDDY
               Am I going to Detroit by myself?

     Foley picks up her drivers licence photo.

                           BUDDY (CONT'D)
               Longer we hang around down here, 
               Jack, better chance there is either 
               Glenn's gonna fuck up the whole score, 
               or we gonna get busted, or both.

                           FOLEY
               We'll leave first thing in the 
               morning.

48   EXT. MARSHALL SISCO'S CONDO - DAY                             48   

     Right on a marina.  Boats bobbing on the water.

                           MARSHALL (V.O.)
               Is this Foley?

49   INT. MARSHALL SISCO'S CONDO - DAY                             49   

     Marshall sits in his chair holding up a newspaper as Karen 
     hands him a drink.  She stares at the photograph.

                           KAREN
               He doesn't even look like that.

                           MARSHALL
               No?

                           KAREN
               No, he looks a lot...

     She realizes Marshall's watching her.

                           KAREN (CONT'D)
               Different.

     The doorbell RINGS.  She ignores his look, gets up.  Walks 
     to the door and opens it to reveal RAY NICOLET, boots, leather 
     jacket, etc.  Cowboy Cop.

                           KAREN (CONT'D)
               Hi, Ray.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 54


                           RAY
               You look great.  Your dad taking 
               good care of you?

                           KAREN
               He took the week off so we'd have 
               time together.  So far he's worked 
               on his boat every day.  Dad?  Ray 
               Nicolet.

     Marshall gets up, shakes his head.

                           RAY
               I've heard a lot about you, Mr. Sisco.

                           MARSHALL
               Likewise.

                           KAREN
               Ray's with the F.B.I. Task Force, 
               working on the prison break.

                           MARSHALL
                    (eyeing his T-shirt)
               I see that.

     Ray turns to Karen, holding his jacket open to show the task 
     force inscription on his T-shirt in red, the guy's .357 tucked 
     into his waistband.

                           MARSHALL (CONT'D)
               In case no one knows what he does.  
               Tell me, Ray, you ever wear one says, 
               "Undercover"?

                           RAY
               No.  Course not.

                           KAREN
                    (changing the subject)
               How's it going?

                           RAY
               Great.  We got one of 'em.

     Karen looks at him.

                           KAREN
               Was it Foley?

                           MARSHALL
                    (before he can answer)
               Off a tip?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 55


                           RAY
               Yeah, someone spotted two of 'em in 
               this hobo camp out by the airport, 
               called the number--

                           MARSHALL
               I knew it, soon as I saw they were 
               offering a reward.

     She grabs Nicolet by the arm.

                           KAREN
               Was it Foley?

     Marshall looks at her.

                           RAY
               Foley?  Oh.  No, it was one of the 
               Cubans.  Linares.

                           KAREN
               Oh...

                           RAY
               We went out there, full SWAT, two 
               choppers, the whole bit, but Linares 
               started shooting anyway.  We put him 
               down, but somehow Chirino got away.

                           MARSHALL
               Did you pay the guy the reward?

                           RAY
               Yeah, as soon as we got back.

                           KAREN
               Foley hadn't been there?

     Her father gives her a look.

                           RAY
               This place was strictly Cuban.  If 
               Foley had a ride he must have his 
               own agenda. He seems to be the only 
               one knows what he's doing.

     THE PHONE RINGS.  Marshall moves to it.

                           MARSHALL
               Hello?
                    (beat)
               Yeah, she is.  Just a minute.
                    (hands her the phone)
               For you.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 56


                           KAREN
               Hello?

50   CUT TO: FOLEY ON THE PHONE - DAY                              50   

     On the balcony.  Flipping through a copy of Vogue while Buddy 
     watches television inside.

                           FOLEY
               Hi.

51   INTERCUTTING KAREN & FOLEY - DAY                              51   

     Karen just stands there, sees her father looking at her as 
     Ray drones on.

                           FOLEY
               You know who this is?

                           KAREN
               Yes.

     She walks out to her father's balcony now.

                           FOLEY
               I just wanted to see if you're okay, 
               make sure Glenn didn't hurt you or, 
               you know, anything.

                           MARSHALL
               Something I've been wondering, Ray...

     Marshall picks up the newspaper...

                           MARSHALL (CONT'D)
               It says in the headline, "I slept 
               with a murderer, says shaken Miami 
               woman."  She lives in Little Havana, 
               her husband's out of town working 
               when one of the escapees shows up at 
               her door...

     She closes the glass door, so that they won't hear her.

                           KAREN
               How'd you get this number?

                           FOLEY
               Who was it answered the phone?

                           KAREN
               None of your business.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 57


                           FOLEY
               I'm just worried maybe I'm not old 
               enough for you.

                           KAREN
               That's my dad.

                           FOLEY
               Really.  He has a cop's face.

                           KAREN
               How do you know?  Wait-- you have my 
               wallet.

                           FOLEY
               And your gun.

                           KAREN
               Think I could have them back?

                           FOLEY
               How do we do that?

                           KAREN
               Let's see.  You could come on by my 
               dad's place, drop 'em off.

                           FOLEY
               Sure.  I'll just leave 'em with the 
               S.W.A.T. guy answers the door.

     Foley stops flipping through the magazine, stares at what 
     he's been looking for: an ad for Defiance perfume.

                           KAREN
               There's a guy here on the task force 
               right now.  Maybe I should put him 
               on the phone, let you two work it 
               out.

                           FOLEY
               You won't do that.

                           KAREN
               Why not?

                           FOLEY
               Because you're having too much fun.

     She doesn't know what to say to that.  Foley smells the ad.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 58


     INSIDE THE HOUSE

                           MARSHALL
               ...She fixes him pork chops and rice, 
               the next thing you know they're making 
               love on the sofa.  She says he was 
               very gentle.

                           RAY
               I spoke to her.  The guy told her he 
               missed his little girl and she felt 
               sorry for him.

                           MARSHALL
               That's how you score now?

     ON THE PATIO:

     Karen looks inside at her father talking with Ray Nicolet.

                           KAREN
               My dad's retired.  He was a Private 
               Investigator.  Forty years.  I used 
               to work for him.

                           FOLEY
               I can just picture that, a cute girl 
               like you following slip-and-fall and 
               whiplash cheaters.

                           KAREN
               Something I've been wondering, what 
               ever happened to your Uncle Cully?

                           FOLEY
               Why?  You think he might tell you 
               where I am?

                           KAREN
               Unless you wanna tell me.

                           FOLEY
               He's dead.  He did twenty-seven years 
               before he came out and died not too 
               long after in Charity Hospital, I 
               think trying to make up for all the 
               good times he'd missed.
                    (then)
               That's not gonna be me.

                           KAREN
               One last score, that the idea?  Move 
               to some island.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 59


                           FOLEY
               I'm partial to mountains myself.  
               But if you like islands, we'll make 
               it an island.

                           KAREN
               Whatta you mean we'll make it an 
               island?

                           FOLEY
               I just thought maybe you and me could--

     Buddy opens the door, sticks his head out, startles Foley.

                           BUDDY
               Who you talking to?

                           KAREN
               Is that Buddy?

     Foley's caught off guard, hangs up the phone.  He looks at 
     Buddy.

                           FOLEY
               What?!

                           BUDDY
               You better come see this.

52   INT. MARSHALL'S CONDO - DAY                                   52   

     As Karen stands on the balcony another moment, then hangs 
     up, opens the sliding door and walks back into the living 
     room.

                           RAY
               The woman also said he stole her 
               husband's gun, a twenty-two pistol, 
               and some of his clothes.

                           MARSHALL
               So the woman's married.  She goes to 
               bed with this prison escapee because 
               he misses his little girl and then 
               tells the world about it.  But you 
               don't reveal her name, you protect 
               her.  It sounds like you're saying 
               it's okay as long as her husband 
               doesn't find out about it.  Like the 
               guy who cheats on his wife, saying 
               what she doesn't know won't hurt 
               her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 60


                           KAREN
               Dad.

     He looks over at her now.  Gives her an innocent look.

                           MARSHALL
               What?

53   INT. BUDDY'S APARTMENT - DAY                                  53   

     As Foley and Buddy watch a news report on the earlier events 
     at the hobo camp.  We catch a glimpse of RAY NICOLET, GUN IN 
     HIS WAISTBAND, STICKING HIS CHEST OUT FOR THE CAMERA.

     Foley shakes his head as they show a shot of Lulu's body 
     covered with a sheet.

                           FOLEY
               Chino's gonna wanna talk to me.

                           BUDDY
               He's running for his life, he doesn't 
               give a shit about you.

                           FOLEY
               He's gotta know by now that I gave 
               him up back at Glades.  He does, 
               he's gonna try to find me.  Maybe go 
               see Adele, see what she knows.

                           BUDDY
               He knows where she lives?

     Foley doesn't answer.  Buddy mutes the set.  Turns to Foley.

                           BUDDY (CONT'D)
               Jack?

                           FOLEY
               We were talking one time, drinking 
               rum.  I may've mentioned Adele, how 
               she worked for a magician.  Chino 
               got interested.  He's like, Yeah?  
               How does he saw the woman in half?  
               He wanted to meet her.  Or get a 
               look at her if she ever came to visit.

                           BUDDY
               So call her up.  Tell her don't talk 
               to any Cubans.

                           FOLEY
               Her phone's probably tapped.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 61


                           BUDDY
               And you know they're gonna have some 
               people watching the hotel.

                           FOLEY
               Shit.

54   EXT. MARSHALL SISCO'S BOAT - DAY                              54   

     Karen stands there with her car keys and purse as Marshall 
     paints the trim on the boat.

                           MARSHALL
               Remember, pay attention to how she 
               talks about Foley, her tone.  Do it 
               right, she'll tell you things she 
               wouldn't tell Burdon.  Tell her you 
               think he's a nice guy.  No, first 
               tell her about being in the trunk 
               with him, in the dark for half an 
               hour, and see how she takes it.  If 
               she's in on it, what does she get 
               for all the aggravation; cops 
               breathing on her?  I bet nothing.  
               So she still likes him enough to 
               stick her neck out.  You think that's 
               possible?  What kind of guy is he?

                           KAREN
               He's pretty laid back, confident.

                           MARSHALL
               He remind you of that guy, Tillman?

                           KAREN
               Not at all.

                           MARSHALL
               But you know he's dirty and you still 
               wanna see him again.

                           KAREN
               I want to bust his ass, put him in 
               shackles.

                           MARSHALL
               Maybe.  But you're also curious about 
               the man.  Twice last night you asked 
               your married boyfriend Nicolet about 
               him.  You were concerned, but you 
               didn't want to show it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 62


                           KAREN
               My married boyfriend - setting him 
               up with that news story so you could 
               talk about infidelity.  I couldn't 
               believe it.

                           MARSHALL
               You like the wild ones, don't you?  
               Tillman, Nicolet and now Foley.  You 
               know, I've always said there's a 
               thin line between the cowboy cops 
               and the armed robbers, all those 
               guys that love to pack.

                           KAREN
               Foley kidnapped me.

                           MARSHALL
               Yeah, but you talked all the way 
               from GCI to the turnpike.  It sounds 
               more like a first date than a 
               kidnapping.

     She gives him a look.  He goes back to his painting.

                           MARSHALL (CONT'D)
               Go talk to the ex-wife.

55   INT. ADELE DELISI'S APARTMENT - DAY                           55   

     As Adele comes in, drops a stack of her cards on the glass-
     topped dining table and turns on the window air-conditioner 
     when THE PHONE RINGS.  She grabs it...

                           ADELE
               Hi, this is Adele speaking.

56   EXT. PAYPHONE - DAY                                           56   

     Adele's neighbourhood.  Near the beach.  Chino on the phone.  
     He wears a painter's cap and a white jumpsuit...

                           CHINO
               Oh, is this Adele?

                           ADELE (PHONE)
               Yes, it is.

                           CHINO
               Uh-- sorry.  Wrong number.

     He hangs up, glances about, then checks the little .22 stuck 
     in one of his pockets.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 63


     As he then starts off down the street, we can see the name 
     "COLOR MY WORLD HOUSEPAINTING" on the back of the jumpsuit.

57   INT. BUDDY'S CAR - DAY                                        57   

     Buddy drives.  Foley -- in a bright orange and ochre beach 
     outfit -- is beside him.  Buddy looks at him, shakes his 
     head.

                           BUDDY
               Nice disguise.

                           FOLEY
               I'm a tourist.

                           BUDDY
               You at least bring the gun?

                           FOLEY
                    (lifts straw bag)
               In here with my suntan lotion and 
               beach towel.
                    (points)
               That's her place.

     As they drive past, Buddy indicates a MAN on the steps out 
     front, obviously FBI...

                           BUDDY
               There.  You see the guy sitting on 
               the porch?  The old ladies and one 
               guy?

     You know they'll have a couple more in a car somewhere.

                           FOLEY
                    (watching something 
                    else)
               Uh-huh...

     Buddy follows Foley's gaze to...

     ACROSS THE STREET

     As a car door opens and Karen Sisco gets out, rifles her 
     purse for change.  She drops a quarter, Foley now watching 
     as she bends down to grab it, her skirt hiking way up her 
     thigh...

                           BUDDY
               Oh, my.

     Foley watches, her hair in her face as she tries to reach 
     under the car and grab it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 64


                           BUDDY (CONT'D)
               Okay, you saw her.  That's all you 
               get.

     They watch as she walks to the Normandie and shows the YOUNG 
     AGENT her ID...

                           FOLEY
               I guess Adele's in good hands.

                           BUDDY
               Sure looks that way.

                           FOLEY
                    (finally)
               Let's go to Detroit.

                           BUDDY
               Now you're talkin'.

58   INT. HALLWAY OUTSIDE ADELE'S APARTMENT - DAY                  58   

     Adele has the chain on the door, talks to Karen through the 
     narrow opening.

                           ADELE
               You were both in the trunk?  Together?

                           KAREN
               From Glades to the turnpike.  Then I 
               left with Glenn.

     Karen watches Adele's face in the opening, freshly made up, 
     heavy on the eye shadow and lip gloss.

                           KAREN (CONT'D)
               The FBI didn't tell you I was with 
               them?

                           ADELE
               They didn't tell me anything, they 
               asked questions.

                           KAREN
               But you know what I'm talking about, 
               don't you?  About Glenn, don't you, 
               and the second car?

                           ADELE
               I know a Glenn.

     She thinks a moment.  The door closes and opens again, all 
     the way.  Adele stands there in a robe, hanging partly open, 
     panties, but no bra.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 65


                           ADELE (CONT'D)
               I'm getting ready to go out.  You 
               can come in if you want, sit down 
               for a minute.  Would you like a Diet 
               Coke?

                           KAREN
               No, thanks.

     She comes in, checks out the place.  She turns a chair from 
     the glasstop table and sits down as Adele comes out of the 
     kitchenette with a Diet Coke and packet of cigarettes.

                           ADELE
               Those are cute shoes.  The kind of 
               jobs I get, I have to wear these 
               killer spikes, they ruin your feet.

     She walks away, comes back with an ashtray.

                           ADELE (CONT'D)
               When you were in the trunk with 
               Jack...

     Karen waits, watches her light her cigarette.

                           ADELE (CONT'D)
               He didn't hurt you or anything, did 
               he?

                           KAREN
               You mean, did he try to jump me?  
               No, but he was kind of talkative.

                           ADELE
               He gets that way when he's nervous 
               sometimes.

     Adele sits down at the other end of the table.

                           KAREN
               You didn't visit him in prison.

                           ADELE
               He didn't want me to.

                           KAREN
               Why not?

                           ADELE
               I don't know.  He was different after 
               he was sentenced, looking at thirty 
               years.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 66


                           ADELE (CONT'D)
               Said it depressed him every time the 
               younger cons called him an old timer.

                           KAREN
               But you spoke to him on the phone.

                           ADELE
               He'd call every once in a while.

                           KAREN
               He called the day he escaped.

                           ADELE
               He did?  I don't remember.  Did he 
               say about me?  In the trunk?

                           KAREN
                    (beat, lies)
               He said he wished the two of you 
               could start over, live a normal life.

                           ADELE
               Huh.  Problem is, Jack's idea of a 
               normal life is robbing banks.  It's 
               all he's ever done.

                           KAREN
               Did you know that when you married 
               him?

                           ADELE
               He said he was a card player.  I 
               could live with that.  I never knew 
               he robbed banks till he got busted 
               with that car that caught fire -- if 
               you can imagine something like that 
               happening, comes out of the bank and 
               the car's on fire.  I did go see him 
               in jail to tell him I was filing for 
               divorce.  He said, "Okay."  Jack's 
               so easy going.
                    (then)
               He was fun, but never what you'd 
               call a real husband.

     Adele looks out the window.  Karen waits, looks to an end 
     table where she sees a photograph of Jack and Adele on a 
     boat somewhere ten years back.

                           ADELE (CONT'D)
               I'll say one thing for Jack, he was 
               never ugly or mean, or drank too
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 67


                           ADELE (CONT'D)
               much.  He was very considerate, lights 
               on or off, if you know what I mean.

                           KAREN
               Really.
                    (looking at the picture)
               Hm.

     She realizes Adele is looking at her.

                           KAREN (CONT'D)
               Adele, sooner or later, he's gonna 
               get caught.  I'd like to get him 
               before he does something else, makes 
               it worse on himself.

                           ADELE
               Buddy'll take care of him.  Keep him 
               out've trouble.  He's Jack's 
               conscience.  Always has been.
                    (chuckles)
               He tell you how they met?

     Karen shakes her head.

                           ADELE (CONT'D)
               Jack came out of a bank he just robbed 
               in Pasadena, couldn't get his stolen 
               car to start.  Battery was dead.  He 
               looks over, sees Buddy sitting in a 
               burgundy Bonneville, goes up, offers 
               him a thousand dollars for a jump.  
               Turns out, Buddy was casing the same 
               bank and saw the whole thing.  Buddy 
               says, I'll take the thousand, but 
               we're leaving in my car, not that 
               piece of shit you come in.
                    (then)
               They musta robbed fifty banks 
               together.

                           KAREN
               Till they got busted.

                           ADELE
               That wasn't Jack's fault.  No, that 
               was on account of Buddy, for some 
               reason, decided to call his sister 
               and confess to a job before they'd 
               done it instead of after.  She called 
               the FBI and they both went down, 
               ended up at Lompoc.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 68


                           ADELE (CONT'D)
                    (then)
               I think Buddy felt kinda bad about 
               that.

                           KAREN
               Any idea where I could find Buddy?  
               Or Glenn?

     Adele looks at Karen, then jumps at the sound of three quick 
     raps on the door.

                           CHINO'S VOICE
               Adele?  You in there?

                           ADELE
               Yes.

                           CHINO
               I want to speak with you, please.

                           ADELE
               Who is it?

                           CHINO'S VOICE
               I talk to the guy you work for, Emil.  
               He tole me your number and where you 
               live.  See, I'm looking for an 
               assistant and would like to speak to 
               you.

                           ADELE
               Oh.  Uh-huh.

                           CHINO'S VOICE
               You did work for Emil, right?

                           ADELE
               Yeah, I was Emil's box-jumper for 
               almost four years.

                           CHINO'S VOICE
               You were his what, his box?

                           ADELE
               His assistant.

     Karen looks at the door.  Something's wrong... through the 
     glass bricks that line one side of the door, we see blurred 
     movement on the other side, someone doing something...

                           ADELE (CONT'D)
               You say you perform in the Miami 
               area?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 69


                           CHINO'S VOICE
               Yes, around here.  I was a mayishan 
               in Cuba before I come here.  Manuel 
               the Mayishan was my name.

     And now Karen and Adele look at each other.

                           CHINO'S VOICE (CONT'D)
               Can you open the door?

     Karen shakes her head "no."

                           ADELE
               I'm not dressed.

                           CHINO'S VOICE
               Listen to me.
                    (lowers his voice)
               I'm a good friend of Jack Foley.

     Boom.  Karen gets to her feet, brings her bag to the edge of 
     the table, sees Adele staring at her.

                           KAREN
               Ask him his name.

                           ADELE
               Who are you?

                           CHINO'S VOICE
                    (beat)
               Jose Chirino.

     Karen brings her Beretta out of the bag.

                           CHINO'S VOICE (CONT'D)
               Or maybe you hear Jack Foley call me 
               Chino.  I'm the same person.

     Karen moves along the table to Adele...

                           KAREN
                    (soft)
               Tell him to wait in the hall, you 
               have to get dressed.  Say it loud.

     As Adele speaks, Karen racks the slide on her 9mm.

                           ADELE
               Wait in the hall!  I have to get 
               dressed!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 70


                           CHINO'S VOICE
               Tell me where is Jack Foley, I don't 
               bother you no more.

     Karen motions for Adele to keep talking as she takes a 
     position beside the door, where we now see Chino's silhouette 
     in one of the three glass panels in the centre of the door.

                           ADELE
               I don't know where he is.

                           CHINO'S VOICE
               Listen, I'm the one help Jack escape 
               from prison.  He tole me, I can't 
               find him to see you.  So why don't 
               you open this fucking door.  Okay?  
               So we can speak.

                           ADELE
                    (staring at Karen)
               Go away, or I'll call the police.

                           CHINO'S VOICE
               Why you want to do that, to a frien'?

     Adele says nothing.  Then...

                           CHINO'S VOICE (CONT'D)
               Okay, you don't want to help me, I'm 
               leaving.
                    (then)
               I'm going now.  I see you maybe some 
               time, okay?  Bye bye.

                           KAREN
                    (low)
               Go in the bedroom and --

     Suddenly, Chino's fist -- wrapped in his shirt -- explodes 
     through one of the glass panels.  Adele and Karen both jump 
     as Chino pushes his arm through, reaches for the door knob...

     ...but Karen grabs the knob first and, using all of her weight 
     as leverage, pivots and flings the door open with Chino's 
     arm still sticking through the glass...

     ...the force of which slingshots the man into the room where 
     he bangs against a wall and falls to the floor.  Dazed, Chino 
     reaches for his .22 as he now tries to get to his feet.

     Karen brings up her Beretta in two hands, cocks it and puts 
     the front sight on his chest.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 71


                           KAREN (CONT'D)
               Leave it where it is.

                           CHINO
                    (frowning)
               Wait.  You not Adele?

                           KAREN
               I'm a federal marshal and you're 
               under arrest.  Put the gun on the 
               table.  I mean, now.

                           CHINO
               Oh.  Then this must be Adele...

     He now aims the gun point-blank at Adele.

                           KAREN
               Put it down or I'll shoot.

                           CHINO
               You wouldn't shoot me, would you?

                           KAREN
               What do you want to bet?

                           CHINO
                    (beat)
               I could walk out of here.

                           KAREN
               If you move, if you look at her again, 
               you're dead.

     Chino doesn't move.  Keeps his gun on Adele.  Karen starts 
     walking towards him...

                           KAREN (CONT'D)
               You can live or die, it's up to you.

                           CHINO
               Oh, is that right?  You going to 
               shoot me?  Nice girl like you?
                    (smiles)
               I don't think so.

                           KAREN
               You don't, huh?

     And with that, she kicks him in the knee.  Chino buckles 
     over and she hits him on the side of the head with her gun...

                           ADELE
               On your knees.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 72


     He does as he's told.  Karen raises his jacket, feels around 
     his waist from behind.

                           ADELE (CONT'D)
               Lie face down on the floor.

                           CHINO
                    (hurting)
               What?!

     She kicks him over onto his stomach and stays there.  She 
     puts her foot to his back as she reaches for the phone, dials.  
     She sees Adele staring at her.

                           CHINO (CONT'D)
                    (to Adele)
               Excuse me...

     Karen looks at Adele a moment, then says into the phone...

                           KAREN
               Daniel Burdon, please.  Karen Sisco.

                           CHINO
               Excuse me, Adele?

                           ADELE
               Yes.

                           CHINO
               You do the sawing of the box in half 
               trick with you inside?

                           ADELE
                    (beat)
               Yes.

                           CHINO
               Tell me, how do you do that?

     Adele looks at Karen, who shoves Chino's head to the floor 
     with her foot.

                           KAREN
               Shut up.

                           BURDON (PHONE)
               Karen.  Where are you?  I been trying 
               to get a hold of you.

                           KAREN
               Daniel.  Listen --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 73


                           BURDON
               Where are you?  I been trying to 
               reach you.

                           KAREN
               I'm at Adele Delisi's.

                           BURDON
               What-- we already talked to her.  
               That's a dead end.

                           KAREN
                    (looking at Chino)
               Yeah, I know.  I was just leaving.  
               Why were you trying to reach me?

                           BURDON
               There was a Buddy Bragg at Lompoc 
               around the same time Foley was there.  
               We got an address for him at the 
               Adams Hotel in Hallandale.  I want 
               you to go there, see if you can get 
               the manager to i.d.  him as the other 
               guy.  If he does, you call me right 
               away...

                           KAREN
               All right, but...

                           BURDON
               But don't you do anything.  You just 
               have a seat, wait for me to get there.

                           KAREN
               Sure, Daniel.

                           BURDON
               Now.  What is it you wanted to tell 
               me?

                           KAREN
               Oh, I was just wondering, if I were 
               to bring in Chirino, would you put 
               me on the task force?

                           BURDON
                    (impatient)
               What?  Is that what you're calling 
               me about?

                           KAREN
               Yes or no, Daniel.  If I get him, 
               will you let me go after Foley?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 74


                           BURDON
               Yeah, sure, Karen.  You bring in 
               Chirino, you can be on the task force.

                           KAREN
               That's all I wanted to know.

                           BURDON
               Good.  Now forget about the ex-wife 
               and get over to the Adams Hotel.

     Karen hangs up, looks at Adele.  Adele nods.

                           ADELE
               You're good.

                           KAREN
               Thank you.

59   INT. BUDDY'S APARTMENT - NIGHT                                59   

     As Foley and Buddy quickly pack up their stuff.

                           FOLEY
               First thing we do, we get to Detroit, 
               we find Glenn, then we find a window 
               to throw him out of.

                           BUDDY
               I been thinkin', if I was Glenn, I 
               was up there to take down the Ripper, 
               where would I go?

                           FOLEY
               Well, first off, if you were Glenn, 
               you wouldn't be thinking.

                           BUDDY
               Remember Snoopy Miller, his old pal 
               from Lompoc?

                           FOLEY
               Snoopy.  Christ, I thought he'd be 
               brain dead by now.

                           BUDDY
               He isn't fighting no more.  Glenn 
               told me the Snoop's been managing 
               some guys up there now, works out at 
               the Kronk.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 75


60   INT. SHALAMAR APARTMENTS - LOBBY - NIGHT                      60   

     The ancient residents stop what they're doing as Burdon enters 
     with eight guys in jackets and wool shirts hanging out, 
     running shoes, half of them carrying what look like athletic 
     bags.

     Karen meets them as they all walk to the elevator.

                           BURDON
               You get the key?

                           KAREN
               They're in 7D.

     She hands it to him as they wait for the elevator.

                           BURDON
               I want two men outside, front and 
               back. Conway and Jessup go on up to 
               seven, cover both ends of the hall.

     Burdon, Karen and the remaining four SWAT team agents.  Burden 
     looks at them one at a time.

                           BURDON (CONT'D)
               You're primary, you're secondary, 
               you're point man.

                           KAREN
               You're gonna use a ram?

                           BURDON
               Yeah, why?

                           KAREN
               The manager's door is metal.

     They all look at her.

                           KAREN (CONT'D)
               You know what I mean?  They might 
               all be.  And a ram on a metal door 
               makes an awful lot of noise for what 
               good it does.

     Burdon looks at her, not all that happy she spoke up.  The 
     fourth man raises the shotgun, a three-inch strip of metal 
     taped to the muzzle.

                           FOURTH MAN
               I got a shock-lock round in my shotgun 
               oughta do the trick.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 76


                           BURDON
               Fine.  Whatever.

     He sees the elevator still hasn't come down.

                           BURDON (CONT'D)
               Fuck it.  Let's take the stairs.D 
               Karen...

     Burdon pauses, looks at Karen, hands her a radio.

                           BURDON (CONT'D)
               Take the radio, stay down here in 
               the lobby, watch the elevator.

                           KAREN
               What?  Daniel, I wanna go upstairs.

                           BURDON
               You can go wait out in the car, you 
               want to.

     She doesn't say anything.

                           BURDON (CONT'D)
               Now you see Foley and this guy Bragg 
               come in behind us, whatta you do?

                           KAREN
                    (pissed)
               Call and tell you.

                           BURDON
               And you let them come up.  You don't 
               try to make the bust yourself.  You 
               understand?

     Before she can answer, an old woman steps in, asks Burdon...

                           OLD WOMAN
               Are you delivering the oxygen?

     Burdon looks at her, then nods for his men to start up the 
     stairs.

61   ON THE SEVENTH FLOOR - DAY                                    61   

     Everyone's in position as Burdon eases the key into the lock, 
     turns it.  The door won't budge, a dead bolt holds it shut.

     The guy with the shotgun puts the strip of metal against the 
     seam, where the lock enters the frame, the muzzle of the 
     shotgun exactly three inches now from the dead bolt, and 
     looks over his shoulder at Burdon.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 77


     With the sound of the blast, we then...

62   CUT TO:  INSIDE THE ELEVATOR - DAY                            62   

     As Foley and Buddy ride down with an old lady.  The doors 
     open.

     The woman doesn't move.

                           BUDDY
               Is this your floor, mother?

                           OLD LADY
               Oh.  Yes, it is.

63   INT. THE LOBBY - SAME TIME - DAY                              63   

     As an old gent in a golf cap smiles at Karen sitting there 
     on the couch in front of the elevator...

                           OLD GENT
               Like to play some gin?

                           KAREN
               No, thank you.

     He creeps off towards the elevator.

64   INT. BUDDY'S APARTMENT - DAY                                  64   

     As Burdon and his men fan out through the place...

65   INT. LOBBY - DAY                                              65   

     As we hear Burdon's voice.

                           BURDON (RADIO)
               Karen.  They're not up here.  Keep 
               your eyes open.

     Karen looks off towards the street entrance, then back at 
     the elevator where the man is still waiting, leaning on his 
     cane.

     The elevator door opens to reveal Buddy and Foley.

                           OLD GENT
               Going up?

     Buddy and Foley don't answer.  The old man starts to get on, 
     feeling with his cane, taking forever.

     Karen and Foley are staring at each other.  He doesn't move.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 78


     Not until the elevator door begins to close.

     Buddy sees Karen, helps the old man aboard as...

     Karen picks up her radio, is about to speak into it when...

     Foley raises his hand.  And waves as the door closes.

66   INT. ELEVATOR - DAY                                           66   

     As the elevator resumes going down.

                           OLD GENT
               Shit, I wanted to go up.

                           BUDDY
               Let's just hope there's no one in 
               the garage.

                           FOLEY
               She looked right at me.  She didn't 
               yell or get excited.  She didn't 
               move.

67   INT. BUDDY'S CAR - DAY                                        67   

     As they get in and Buddy starts the car...

                           BUDDY
               They know where I live, I guess they 
               know what I drive, so maybe we should 
               pick up another car on the way.

                           FOLEY
               She just sat there, looking right at 
               me.

     Buddy gives him a look, shakes his head and then burns rubber 
     out of the garage as we...

68   CUT TO: A CLOSE-UP OF KAREN - DAY                             68   

     Staring straight ahead.

                           BURDON (ON THE RADIO)
               Karen.  Report.  You see anything?  
               Karen?  You there?  Karen...?

69   INT. AIRPORT TERMINAL - DAY                                   69   

     As Marshall walks Karen to the gate.

                           MARSHALL
               He waved to you?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 79


                           KAREN
               I couldn't swear to it, but I'm pretty 
               sure he did.

                           MARSHALL
               You wave back?

                           KAREN
               I didn't have time.

                           MARSHALL
               I imagine you would've though.

     She shakes her head.

                           KAREN
               Buddy's sister Regina Mary Bragg got 
               two calls from Buddy up in Detroit 
               this morning, called Burdon.  She's 
               also the one gave Burdon Buddy's 
               address.

                           MARSHALL
               So?

                           KAREN
               So what I want to know is why Buddy 
               still calls his sister every week 
               even after she turned him in.

                           MARSHALL
               He doesn't seem to hold a grudge.
                    (then)
               What I want to know is why, they got 
               such a big score up north, did Foley 
               hang around Miami for so long?
                    (looks at her)
               Any thoughts on that one?

                           KAREN
               None I'd like to share.

     She gives him a kiss...

                           KAREN (CONT'D)
               I'll call soon as I get in.

                                                     DISSOLVE TO:

70   EXT. BLOOMFIELD HILLS - DETROIT - DAY                         70   

     Snow.  Everywhere.  A black Lincoln Town Car creeps through 
     the neighbourhood full of big, beautiful snow-covered homes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 80


                           MAURICE (V.O.)
               I don't just manage fighters, or 
               deal product any more...

71   INT. CAR - SAME                                               71   

     Glenn -- sunglasses -- sits in the back with Maurice, aka 
     "Snoopy" -- wearing a purple bandanna and his own dark 
     sunglasses.

                           MAURICE
               I've diversified since the last time 
               you saw me.  I've vertically 
               integrated and now I'm into home 
               invasions and the occasional grand 
               larceny.

     Glenn just nods, stares out the window.

                           MAURICE (CONT'D)
               White Boy Bob's my all-around man, 
               my bodyguard when I feel I need one, 
               and my driver.

     Maurice indicates WHITE BOY BOB, a fucking huge, depraved-
     looking white guy now squeezed in behind the wheel.

                           MAURICE (CONT'D)
               Watch the road, boy.
                    (then)
               I like this Town Car.  We can cruise 
               the man's neighborhood without getting 
               the police or private security people 
               on our ass.

                           GLENN
               Sure, right, they see Bigfoot driving 
               around a black guy wearing shades 
               and a lavender fucking bandanna, no, 
               they won't think anything of it.

                           MAURICE
               It's lilac, man, the color, and the 
               style's made known by Deion and other 
               defensive backs in the pros.  I could 
               be one of them living out here with 
               doctors of my race and basketball 
               players.  Okay, here comes Mr. 
               Ripley's house up on the left.  Yeah.  
               The brick wall.  There's his drive, 
               right there.

     The car creeps past a huge Tudor-style country house.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 81


                           MAURICE (CONT'D)
               You sure Foley and his pal aren't 
               coming up here, do this themself?

                           GLENN
               If they're not busted now, they're 
               gonna be.
                    (then)
               It's wide open.

72   EXT./INT. CAR - MAURICE NEIGHBORHOOD IN DETROIT - LATER       72   

     People on the street with vacant expressions watch as the 
     black Town Car moves past the broken-down homes, cars on 
     blocks and snow-covered trash.

                           GLENN
               So you still haven't said, how you 
               wanna do it?

                           MAURICE
               I'll show you, soon as I get one 
               more guy I'm gonna need, Moselle's 
               brother, Kenneth.  Along with White 
               Boy there.

                           GLENN
               What?

     The car pulls to the kerb and KENNETH -- a wiry black man in 
     a bright yellow T-shirt and red baseball cap backward, always 
     seems to be high on some chemical or another - gets in.

                           MAURICE
               You get everything?

     Kenneth tosses a gym bag into the back seat.  Glenn stares 
     at it.  Something about the bag makes him uneasy.  Maybe 
     it's the HACKSAW that sticks partially out of the opening.

                           MAURICE (CONT'D)
               Cool.  Kenneth, this is the man I 
               told you about, Glenn.

                           KENNETH
               The one gonna help us rip off the 
               rich guy?

                           MAURICE
               That's right.

                           GLENN
               Help you...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 82


     White Boy Bob pulls out again.  Glenn looks at the two psychos 
     in front, then turns to Maurice.

                           GLENN (CONT'D)
               Wait a minute.  I'm letting you in 
               on this, not all your friends.

                           MAURICE
               You just ask me how we gonna do it.  
               That's what I'm here for, tell you 
               how.  We the experts.

     Glenn can't believe this is happening.

                           MAURICE (CONT'D)
               Thing I'm worried about is you.

                           GLENN
               Me?

                           MAURICE
               Yeah.  If you can step up and actually 
               do it.  Understand?  'Stead of just 
               talking the talk.

                           GLENN
               Can I do what?

                           MAURICE
               Walk in a house with me, do this 
               cross-dressin' nigga named Eddie 
               Solomon I used to sell to been dealin' 
               on his own.

                           GLENN
               What-- when?

                           MAURICE
               Right now, son.

                           GLENN
               I don't have to prove shit to you.  
               The Ripley job is my job.  You're 
               either in or you're not.  You wanna 
               pop some crack dealer pissed you 
               off, that's your problem, not mine.

                           MAURICE
               Look, Glenn, I know you cool, but 
               you don't have to give me no tone of 
               voice, okay?  You don't like what 
               I'm saying, you can get out anywhere 
               along here you want.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 83


                           GLENN
               I think you're forgetting, this is 
               my car.  I drove it up here.

                           MAURICE
               Hey, shit, come on.  I say I want 
               this car, man, it's mine.  You go 
               get yourself another one.  I say I'm 
               in on Ripley?  I'm in, with or without 
               your ass.  I say I want you to come 
               along on another job, see if you for 
               real or not, guess what you gonna 
               do?

     Glenn looks at Maurice, now ice-cold behind the shades.

                           WHITE BOY BOB
               We're here.

     Glenn looks out the window as they pull up in front of a 
     decrepit-looking two-story house.  Maurice opens the gym 
     bag, passes the hack saw and a HAND AXE up to White Boy Bob, 
     a SAWED-OFF SHOTGUN to Kenneth, and takes out a big .45 for 
     himself.

                           MAURICE
               Let's go see Eddie.

     Glenn hesitates, then slowly gets out of the car as we hear...

                           RIPLEY (V.O.)
               Must take balls, do what you do.

73   EXT. LOMPOC FPC - YARD - DAY                                  73   

     As Foley walks with Ripley across the yard.

                           RIPLEY
               Tell me something.  What's it like, 
               walk in a bank with a gun, stick it 
               up?

                           FOLEY
               I don't know.  I never used a gun.

                           RIPLEY
               Really?

                           FOLEY
               You'd be surprised what all you can 
               get, you ask for it the right way.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 84


                           RIPLEY
                    (smiles)
               You're the reason, Jack, I don't 
               keep all my money in banks.

                           FOLEY
               No?  Where do you keep it, Dick?
                    (Ripley smiles)
               I'm talking about all those uncut 
               diamonds you told Glenn about.

                           RIPLEY
                    (still smiling)
               I know what you're talking about.

                           FOLEY
               You're the one with balls, Dick, say 
               something like that to someone like 
               Glenn.  Or maybe you just forgot 
               where you were for a minute.

                           RIPLEY
               Yeah, but who's gonna believe Glenn?  
               I mean, do you believe Glenn?

                           FOLEY
               Of course not.

                           RIPLEY
               Plus, even it was true, he'd still 
               have to figure out where I keep 'em.

                           FOLEY
               Doesn't have to figure out shit.  
               You told him you keep 'em at your 
               house.

                           RIPLEY
                    (shrugs, big smile)
               It's a big house.

     Ripley sits down on one of the picnic tables, looks around 
     the yard.

                           RIPLEY (CONT'D)
               Tell me something, Jack, how much 
               longer you in here?

                           FOLEY
               Twenty-two months, three days, two 
               hours.  Why?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 85


                           RIPLEY
               I was just thinking that I could use 
               a guy like you, someone knows how to 
               ask for things the right way.  I'm 
               talkin' about when you're outta here.  
               I mean, you can't rob banks for ever.

     Foley looks at Ripley.

                           FOLEY
               It's a little late for me.

                           RIPLEY
               Hey, Jack?  Bullshit.  I didn't make 
               my first million until I was forty-
               two.  Forty-two.  You really want to 
               change, it's never too late.

                           FOLEY
               I don't know.  I'm not exactly the 
               nine-to-five type.

                           RIPLEY
               Who is?  But then you gotta look at 
               a job as more than just work.  You 
               gotta look at it as peace of mind.  
               As security, you know what I mean?  
               I got offices in Detroit, Miami, 
               Boston, take your pick.

                           FOLEY
               My ex-wife's in Miami.  It's nice 
               down there.

                           RIPLEY
               No need to decide now.  Be like the 
               fish.  Let whatever happens happen.

                           FOLEY
               The fish?

                           RIPLEY
               Yeah, fish live in the present.  
               They don't dwell on yesterday and 
               they don't worry about tomorrow.  
               Even when a big fish attacks a little 
               fish, there's no neurosis involved.  
               No guilt afterward.  No whining on 
               some fish-shrink's couch.  They just 
               do it.  They accept.

                           FOLEY
               I can't say that I've paid that much 
               attention to 'em before.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 86


                           RIPLEY
               The fish saved my life.  Two years 
               ago, I found out I had high blood 
               pressure.  So my doctor, he tells me 
               to go get an aquarium, look at the 
               fish every time I felt myself 
               stressing out.

                           FOLEY
               And the guy sent you a bill for this?

                           RIPLEY
               It works.  You should try it sometime.

                           FOLEY
               The next time I walk into a bank.

     Ripley shakes his head, then gets up...

                           RIPLEY
               Think about my offer, Jack.

     Foley watches him go.

                           BUDDY (V.O.)
               Hey, Jack...

                                        CUT TO: CLOSE UP OF FOLEY

     As he turns to us.

                           FOLEY
               What?

     PULL BACK TO REVEAL: WE'RE INSIDE A CAR

     Across the street from the KRONK RECREATION CENTER -- a red-
     brick building in a bleak, depressing neighbourhood.

                           BUDDY
               You see this one...

     Buddy reads from a newspaper while Foley watches the gym.

                           BUDDY (CONT'D)
               "Fight over tuna casserole may have 
               spurred slaying."  Seems this woman's 
               live-in boyfriend, seventy years 
               old, complained about her tuna noodle 
               casserole and she shot him in the 
               face with a twelve-gauge.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 87


                           BUDDY (CONT'D)
               Police found noodles in the woman's 
               hair and think the guy dumped the 
               casserole dish on her before she 
               shot him.  They'd been together ten 
               years.

                           FOLEY
               Love is funny.

     Buddy looks at him.  Notices something over Foley's shoulder.

                           BUDDY
               Hey--

     And now Foley turns and looks over as the black Town Car 
     pulls into the Kronk parking lot.

74   INT. TOWN CAR - SAME                                          74   

     Kenneth and White Boy Bob nod along to some rap tape in the 
     front seat.  Glenn sits in the back, looking pale, hugging 
     himself, shaking.  Maurice looks out the window...

                           MAURICE
               Was a time you see a gold Mercedes 
               over in the parking lot has a license 
               plate on it say HITMAN?  You know 
               Tommy Hearns is inside.  Seeing the 
               car would get our juices flowing.

     Maurice looks at Glenn now and grins.

                           MAURICE (CONT'D)
               You already got your juices flowing, 
               huh?  Pissed your pants back there 
               at Eddie's house, didn't you?

     Glenn just looks at Maurice.

                           MAURICE (CONT'D)
               That was some shit, huh?

                           GLENN
                    (indicates Kenneth)
               Why'd he have to do that to that 
               girl?

                           MAURICE
               Yeah, Kenneth, why you have to do 
               that to that poor girl.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 88


                           KENNETH
                    (smiles)
               Do what?

     Glenn says nothing, just looks at Kenneth.

                           MAURICE
               Just wait till we get inside Ripley's 
               house.

     And he and Whiteboy start laughing as they get out of the 
     car.

                           GLENN
               It's all right with you, I'll just 
               hang in the car.

                           MAURICE
                    (beat)
               No.  You gonna stay close to me from 
               now on.  So you don't disappear on 
               me.

                           GLENN
               Why would I do that?

     Maurice looks at him, starts laughing.  White Boy Bob and 
     Kenneth join in.  Maurice leans over... Glenn flinches as 
     Maurice opens Glenn's jacket so that we can see the BLOOD 
     splattered on his T-shirt.

                           MAURICE
               Was worse than you imagined, wasn't 
               it?
                    (then, smiles)
               Baby, you with the bad boys now.

75   INT. FOLEY AND BUDDY'S CAR - SAME                             75   

     As they watch Glenn and Snoopy and White Boy Bob get out of 
     the car.

                           BUDDY
               Whatta you think?

                           FOLEY
               I think Glenn opened his big mouth 
               and now we got us another partner.

                           BUDDY
               Or two.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 89


76   INT. BOXING GYM - DAY                                         76   

     Glenn sits on a bench near the rear wall, facing the ring.

     Kenneth grabs a magazine, walks into the john.  A shirtless 
     White Boy Bob lifts weights while Maurice moves around the 
     ring calling to the boxers inside.

                           MAURICE
               Stick and jab!

                           VOICE
               Hey, Studs, how you doing?

     He looks up, sees Buddy and Foley coming this way.

                           GLENN
               Jesus Christ, what're you guys doing 
               here?

     They sit down on either side of him, close.

                           FOLEY
               Weren't you expecting us?

                           GLENN
               That broad you picked up -- did you 
               know she was a US Marshal, for Christ 
               sake?

     Now he turns to Buddy as Buddy stands up, takes off his 
     overcoat and sits down again.

                           GLENN (CONT'D)
               She knew me from some bullshit dope 
               bust.  She drove me to court.  Twice.  
               You know what she said, we're in the 
               car on the turnpike?  "I never forget 
               anybody I've cuffed and shackled."

                           FOLEY
               Yeah?  She said that to you?

     Glenn turns to see Foley with a mild expression on his face, 
     almost smiling.

                           FOLEY (CONT'D)
               What happened to your shades?  Someone 
               finally step on 'em?

                           GLENN
                    (touches his head)
               I don't know...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 90


     Foley notices the blood on Glenn's shirt.

                           FOLEY
               Whose blood you got all over you?

                           GLENN
               These guys, man, they're crazy.
                    (looks off)
               Shit.

     Foley follows his gaze, sees Maurice coming this way, White 
     Boy Bob beside him, carrying his shirts.

                           FOLEY
               Is that Snoopy?  In the purple doo 
               rag?

                           BUDDY
               What's he do now, tell fortunes?

     Maurice stands at the edge of the ring apron, looks from 
     Foley to Buddy and back again, pretty serious about it.

                           WHITE BOY BOB
               We have a problem here?

                           MAURICE
                    (walking over)
               Jack Foley, famous bank robber.

                           FOLEY
               Snoopy Miller, famous fight thrower.

                           MAURICE
               It seems to me I been reading about 
               you in the newspaper.  Busted out of 
               some joint in Florida, huh?

                           FOLEY
               Low class of people there, Snoop.

                           WHITE BOY BOB
               You call him that again I'll put 
               your head through the wall.

                           BUDDY
               What?  You mean Snoop?

                           MAURICE
               Nobody calls me Snoop no more or 
               Snoopy, is what White Boy's trying 
               to say.  He's a little crude, you 
               understand.  No, I left that Snoopy 
               shit behind me.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 91


                           BUDDY
               But you call this bozo White Boy?

                           GLENN
               White Boy Bob.
                    (baiting)
               White Boy used to be a fighter.

                           BUDDY
               What's he do now outside of shoot 
               his mouth off?

     White Boy Bob stares down Buddy who couldn't give a shit.

                           FOLEY
               Like being back in the yard, huh?

                           MAURICE
               Just like it.  Nobody backing down.  
               You back down, you pussy.  Tell me 
               what you and Buddy doing up here in 
               the cold?

                           FOLEY
               Glenn didn't tell you?

                           GLENN
               I thought you guys were busted.

                           FOLEY
               Why?  Just because you left us 
               standing on the side of the road?

     Foley looks at Glenn.  Glenn shrugs, laughs nervously.  Foley 
     smiles, laughs with him, maybe a little too hard.  Now Maurice 
     starts laughing.  Buddy, too.  White Boy's lost, looking 
     from one guy to the next as Foley gets up, faces Maurice, 
     his smile going away as he says...

                           FOLEY (CONT'D)
               Look, Snoop, I don't know what Glenn 
               promised you or what you think you're 
               gonna get, but the deal is me and 
               Buddy get half of whatever we take 
               from Ripley, understand?  How you 
               and Glenn cut up the rest is up to 
               you.

                           MAURICE
               Let's go outside and talk.

                           FOLEY
               What's the matter with right here?  
               It's nice and warm.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 92


                           MAURICE
               Warm?  Man, it's ninety-five degrees 
               in here, sometimes a hundred -- the 
               way Emanuel always kep' it so his 
               boys'd sweat, get lean and mean like 
               Tommy Hearns.  No, I ain't talking 
               any business in here.  To me this is 
               holy ground, man.  You understand?  
               I got to be someplace anyway.  Y'all 
               want to talk, come to the fights 
               tomorrow night, we'll sit down and 
               look at it good.  The State Theater.

     Foley nods then looks at Glenn as Buddy gets up.

                           FOLEY
               We'll see you tomorrow then.

     Maurice then watches as they walk out.

                           MAURICE
               White Boy, how much is the reward on 
               the man again?

                           WHITE BOY BOB
               Ten gees.

                           MAURICE
               Uh-huh.
                    (then)
               You recall, did it say dead or alive?

77   EXT. CRIME SCENE - NIGHT                                      77   

     The same decrepit two-storey place Maurice et al hit earlier.

     Now it's a CRIME SCENE.  A SMALL CROWD of neighborhood gawkers 
     stand just behind the yellow tape.  A HUGE SPOTLIGHT lights 
     up the front yard.  Karen pulls up in her rental car, gets 
     out and badges the visibly-freezing COP at the tape, working 
     crowd control.

                           KAREN
               I'm looking for Ray Cruz.

                           COP
               He's inside.
                    (pissed)
               With everybody else.

     Karen ducks under the tape and starts up the walk.  She pauses 
     to watch as two CORONER'S ASSISTANTS cover with a sheet a 
     DEAD BLACK WOMAN who lies just below a broken upstairs window.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 93


78   INT. HOUSE - SAME                                             78   

     Hell.  Karen has to step over a body minus a face that lies 
     in the doorway.  Straight ahead on the stairs is another 
     body, A MAN ON HIS BACK, head down the stairs, shotgun blast 
     to the chest.  He wears a dress, now bunched up around his 
     waist.

     Congealed blood runs down the stairs.  COPS and CRIME SCENE 
     TECHS are everywhere.  Karen looks at the guy on the stairs.

                           VOICE
               Called themselves the Youngboys.

     Karen looks over as RAYMOND CRUZ, a stocky, genial-looking 
     detective comes out of the kitchen.

                           CRUZ
               Ironic, isn't it?

                           KAREN
               How are you, Raymond?

                           CRUZ
               Freezing.  But I'm getting warmer.

     He kisses her on the cheek.  She indicates the body by the 
     door.

                           KAREN
               Quite a mess.

                           CRUZ
               Yeah.  And I thought everyone liked 
               Eddie.

                           KAREN
               Who?

                           CRUZ
               Dude in the dress is Eddie Solomon, 
               used to buy scag off a corner till 
               he kicked it and found his happiness 
               with crack and then started dealing 
               himself.  Word on the street was he 
               was saving up for an operation.

                           KAREN
               What is it with crack and 
               transsexuals?

                           CRUZ
               Yeah, Eddie was a real character.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 94


                           CRUZ (CONT'D)
               Had these girls cooked the rocks he 
               called the Rockettes.

                           KAREN
               Yeah.  I saw one of 'em outside.

                           CRUZ
               Yonelle.  Looks like someone raped 
               her, shot her, then threw her out 
               the window.
                    (shakes his head)
               Fuckin' animals.

     This shuts them both up.  Cruz indicates the door.

                           CRUZ (CONT'D)
               Let's get some air.

     She starts to follow him out, pauses as she sees something 
     on the ground...

     BROKEN PAIR OF SUNGLASSES

     Wrap-around... a lot like the ones she remembers Glenn 
     wearing.

     Karen stares at them a moment, then walks out.

79   EXT. CRIME SCENE - NIGHT                                      79   

     As Cruz and Karen walk to his car, STROBES FLASH as press 
     photographers struggle to shoot the crime scene.

                           CRUZ
               Other than we had so much fun the 
               last time we worked together.  You 
               gonna tell me why you're comin' to 
               me instead of the FBI?

                           KAREN
               I report to the FBI, first thing 
               they're gonna do is ask me to go get 
               some coffee.

                           CRUZ
               You know, I'm not in homicide any 
               more.

                           KAREN
               No, I didn't know that.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 95


                           CRUZ
               Yeah, I'm crimes against persons and 
               property now, also sex crimes and 
               child abuse.

                           KAREN
               Detroit, you must be pretty busy.

                           CRUZ
               Yeah, and, as you can see, home 
               invasions are big, too.

                           KAREN
               Listen, Raymond, a year ago, DEA had 
               this guy Glenn Michaels on possession 
               with intent but couldn't make it 
               stick.  In his statement, Glenn said 
               he went up to Detroit to visit a 
               friend and look into job opportunities -- 
               if you can believe that.

                           CRUZ
               Who was the friend?

                           KAREN
               Guy named Maurice Miller, also known 
               as Snoopy, a former prizefighter.

                           CRUZ
               Christ, I know Snoopy Miller.  He's 
               a fuckin' wackjob thinks he's Sugar 
               Ray Leonard.  Hangs out with a couple 
               other Grade-A nutcases over on the 
               West side.

                           KAREN
               I'll need a last known address.

                           CRUZ
               That's fine, but I don't want you to 
               talk to Miller alone.

                           KAREN
               Come on, Raymond, I'm a federal 
               officer, I'm armed.

     He turns and looks at her.

                           CRUZ
               Yes, you are.  I'll call you tomorrow 
               with the address.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 96


     As he gets into his car, we then:

                                              CUT TO: A NEWSPAPER

     The crime scene from the night before.  A shot of Karen and 
     Ray Cruz as they exit the house.  A headline reads "TRIPLE 
     MURDER" blah-blah-blah...

                           BUDDY (PHONE)
               You have the paper?

80   REVEAL: FOLEY'S HOTEL ROOM - DAY                              80   

     Foley, wearing a suit now, no shoes, no tie, looks at the 
     newspaper photograph of Karen.

                           FOLEY
               It's a terrific shot of her.

81   INT. BUDDY'S ROOM - SAME                                      81   

     Buddy looking at the same shot...

                           BUDDY
               Outside of that.

     INTERCUTTING FOLEY & BUDDY

                           FOLEY
               Doesn't say what she's doing up here, 
               but I don't think it has anything to 
               do with us.

                           BUDDY
               She came up here on her vacation, 
               'cause she likes shitty weather.

     Foley reaches in one of the bags from the Jewish Recycling 
     Center and pulls out a tie.

                           FOLEY
               I think she's after Glenn.  The girl 
               still with you?

                           BUDDY
               They don't stay the night, Jack, 
               'less you pay for it.

                           FOLEY
               You tell your sister about it?

                           BUDDY
               Just hung up.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 97


                           FOLEY
               How long you talk to her?

                           BUDDY
               Two hours.

                           FOLEY
               How long were you with the girl?

                           BUDDY
               Forty-five minutes.

                           FOLEY
               You didn't tell your sister about 
               Ripley, did you?  'Cause I don't 
               wanna go through that again.

                           BUDDY
               Forget about my sister.  If Karen 
               Sisco's tailing Glenn, we're fucked.

     Tomorrow night at the fights we all get picked up.

                           FOLEY
               Let's drive by where we're meeting 
               and have a look.  Maybe take a look 
               at Ripley's place while we're at it.

     Foley hangs up.  He faces the mirror, starts to tie his tie.

                           RIPLEY (V.O.)
               I guess next time I see you, you'll 
               be wearing a suit and tie...

82   INT. RIPLEY'S CELL - DAY                                      82   

     Foley leans in the doorway watching as Ripley, dressed in a 
     jogging suit, and under the watchful eye of A GUARD, gathers 
     up his belongings.  He's going home.

                           FOLEY
               I still haven't made up my mind yet.

                           RIPLEY
               What's to think about?

                           FOLEY
               You goin' right back to work?

                           RIPLEY
               First, I'm goin' to Israel for a 
               year, study the Talmud, work on a 
               Kibbutz...  then come back, maybe 
               take some tennis lessons.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 98


     He tears a picture off the wall...

                           RIPLEY (CONT'D)
               Here...
                    (hands it to Foley)
               Something to remember me by.

     Foley stares at the photograph of sea life.

                           RIPLEY (CONT'D)
               It's not the real thing, but it's 
               still nice to look at.

     Foley looks at Ripley, who extends his hand.

                           RIPLEY (CONT'D)
               See you on the outside, Jack.

83   INT. FOLEY'S HOTEL ROOM - DAY                                 83   

     Foley finishes tying his tie, stares into the mirror, takes 
     in the overall effect.

                           FOLEY
                    (smiles)
               Hi!  I just broke outta jail!

     His smile fades, he then sits down heavily on the bed, looks 
     at the picture of Karen another moment, then sets the paper 
     aside, grabs the Yellow Pages, flips to HOTELS, and dials 
     the phone...

                           VOICE (PHONE)
               Atheneum Hotel.

                           FOLEY
               Karen Sisco, please.

                           VOICE
                    (pause, then)
               I'm sorry, but there's no one by 
               that name registered.

                           FOLEY
               Thank you.

     He dials the next number...

                           VOICE
               Best Western...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 99


84   EXT. MAURICE "SNOOPY" MILLER'S HOUSE - DAY                    84   

     Red brick, showing its age.  Karen rings the doorbell and 
     then waits with her hands shoved into the pockets of her 
     dark, navy coat.  The door opens to reveal Moselle in her 
     green silk robe holding her arms close against the cold.

                           KAREN
               Moselle Miller?

                           MOSELLE
               What do you want?

                           KAREN
               I'm looking for Maurice.

                           MOSELLE
               You find him, tell him the dog got 
               run over and I'm out of grocery money.

                           MALE VOICE
               Moselle.  Who you talking to?

                           MOSELLE
               Lady looking for Maurice.

                           MALE VOICE
               What's she want?

                           MOSELLE
               Hasn't said.

                           KAREN
               That's not Maurice?

                           MOSELLE
               That's Kenneth, my brother.  He's 
               talking on the phone.

                           MALE VOICE
               Ask what she want with him?

                           MOSELLE
               You ask her.  Maurice's business is 
               none of my business.

     Sounding tired or bored.  She turns from the door and walks 
     into the living room.  Karen steps inside, pushes the door 
     closed and steps into the foyer.

                           MALE VOICE
               How do I know?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 100


     Karen peers into a study, a small room with empty bookcases 
     and sees Kenneth in his backward red baseball cap as he talks 
     on the phone...

                           KENNETH
               The State, huh.  Who's fighting?

     Karen walks into the living room, where Moselle sits on the 
     sofa lighting a cigarette.

                           MOSELLE
               You like to sit down?

                           KAREN
               Thanks.

     Karen takes a chair and looks around the room: dismal, gray 
     daylight in the windows, dark wood and white stucco, the 
     fireplace full of trash, plastic cups, wrappers, a pizza 
     box.

                           KAREN (CONT'D)
               I'm looking for a friend of mine I 
               think Maurice knows.

                           MOSELLE
               You not with probation, one of those?

                           KAREN
               No.

                           MOSELLE
               You a lawyer?

                           KAREN
                    (smiles)
               No, I'm not.  Maybe you know him.  
               Glenn Michaels?

     Moselle draws on her cigarette, blows out a stream of smoke.

                           MOSELLE
               Glenn?  No, I don't know any Glenn.

                           KAREN
               He said he stayed here last November.

                           MOSELLE
               Here?  In this house?

                           KAREN
               He said he stayed with Maurice.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 101


                           MOSELLE
               Well, he ain't even here that much.  
               I like to know where he goes, but at 
               the same time I don't want to know, 
               you understand?

                           KAREN
                    (beat)
               Your dog was killed?

                           MOSELLE
               Got run over by a car.

                           KAREN
               What did you call it?

     Moselle looks at the couch, where a MANGLED FRISBEE sits.

                           MOSELLE
               Was a she, name Tuffy.

                           KAREN
                    (nods, then)
               Where do you think I might find 
               Maurice?

                           MOSELLE
               I don't know -- the gym, the fights.  
               I know he don't miss the fights.  
               Having some tomorrow night at the 
               State Theater.  He use to take me.

                           KAREN
               The State Theater?

                           VOICE
               What you want with Maurice?

     Karen turns, sees Kenneth standing in the arched entrance 
     from the foyer.

                           MOSELLE
               She looking for a man name of Glenn.

                           KENNETH
               Did I ask you?  Go on out of here.  
               Do something with yourself.

     He waits until Moselle gets up, not saying a word, walks 
     away from them through the dining room.  Karen watches him 
     come toward her now in kind of an easy strut.  She indicates 
     the scar over his eye...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 102


                           KAREN
               You're a fighter?

                           KENNETH
               How you know that?

                           KAREN
               I can tell.

                           KENNETH
               I was...

     He moves his head in what might be a feint.

                           KENNETH (CONT'D)
               Till I got my retina detached two 
               time.

     He's standing so close to her, Karen has to look up at him.

                           KAREN
               What'd you fight, middleweight?

                           KENNETH
               Light to super-middleweight, as my 
               body developed.  You go about what, 
               bantam?

                           KAREN
               Flyweight.

                           KENNETH
               You know your divisions.  You like 
               the fights?  Like the rough stuff?  
               Yeah, I bet you do.
                    (moves closer)
               Like to get down and tussle a little 
               bit?  Like me and Tuffy, before she 
               got run over, we use to get down on 
               the floor and tussle.  I say to her, 
               "You a good dog, Tuffy, here's a 
               treat for you."  And I give Tuffy 
               what every dog love best.  You know 
               what that is?  A bone.
                    (real close)
               I can give you a bone, too, girl.

                           KAREN
               You're not my type.

                           KENNETH
               Don't matter.  I let the monster 
               out, you gonna do what it wants.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 103


                           KAREN
               Just a minute.

     Her hand goes into her bag next to the chair.

                           KENNETH
               Bring your own rubbers with you?

     Her hand comes out of the bag holding what looks like the 
     grip on a golf club.  Kenneth grins at her...

                           KENNETHN
               What else you have in there, mace?  
               Have a whistle, different kinds of 
               female-protection shit?

     Karen pushes out of the chair to stand with him face-to-face.

                           KAREN
               I have to go, Kenneth.

     She gives him a friendly poke with the black vinyl baton 
     that's like a golf club grip.

                           KAREN (CONT'D)
               Maybe we'll see each other again, 
               okay?

     She steps aside and brushes past him.  He grabs her left 
     wrist...

                           KENNETH
               We gonna tussle first.

     Karen flicks the baton and sixteen inches of chrome steel 
     shoots out of the grip.  She pulls an arm's length away from 
     him and chops the rigid shaft at his head, Kenneth hunching, 
     ducking away...

                           KENNETH (CONT'D)
               God damn...

     He lets go of her and Karen gets the room she needs, so that 
     when he comes at her, she whips the shaft across the side of 
     his head and he howls, stops dead, presses a hand over his 
     ear.

                           KENNETH (CONT'D)
               What's wrong with you?

                           KAREN
               You wanted to tussle, we tussled.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 104


     And she walks out.  She sees Moselle standing there in the 
     foyer.

     Karen looks at her a moment, puts the baton in her purse and 
     comes out with a business card.

                           KAREN (CONT'D)
               I wrote my hotel number on there -- 
               in case you run into Glenn.

     Moselle slips the card into the pocket of her robe.  Karen 
     smiles at her and walks out the door.

85   EXT. RICHARD RIPLEY'S HOUSE - DAY                             85   

     It's snowing pretty hard when Foley and Buddy pull up out 
     front.

86   INT. BUDDY'S CAR - SAME                                       86   

     Buddy wipes the condensation off his window, so they can see 
     the house.

                           BUDDY
               Now that's a really big house.

                           FOLEY
               Jesus, look at that wall.  Place 
               almost looks like a prison.

                           BUDDY
               No doubt the man's got some big-ass 
               security system.

                           FOLEY
               Time comes, we knock on the door.  
               See if he wants to talk about old 
               times.

     Go in the easy way.

                           BUDDY
               Yeah?  You think he'll let us in, we 
               got Snoopy and the muscle-bound 
               asshole with us?

                           FOLEY
               Who says anybody's gonna be with us?  
               I say we go to the fights tomorrow, 
               find out what the Snoop's big plan 
               is, then go in ahead of those guys -- 
               alone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 105


                           BUDDY
               Let Glenn deal with the Snoop, while 
               we're off livin' the good life.

                           FOLEY
               Tell me something, Buddy.  You know 
               anyone who's actually done one last 
               big score and gone to live the good 
               life?  Cause it occurred to me that 
               everyone talks about doing it, but I 
               don't know anyone who's actually 
               gone and done it.  Do you?

                           BUDDY
                    (beat)
               What about that D.B. Cooper guy?

     Foley looks at him.

                           BUDDY (CONT'D)
               I mean, they don't know for sure 
               he's dead.
                    (then)
               Look, there's always a chance we'll 
               walk out've there with nothing.  I 
               say let fate decide.

                           FOLEY
               Let fate decide?  What're you, the 
               fuckin' Dali Lama now?

                           BUDDY
               My sister believes in fate, but not 
               hell.  That's why she stopped praying 
               for the lost souls since you don't 
               hear that much about purgatory 
               anymore.

     But every day she asks her boss to pray I don't fuck up.  
     Whatta you think, you think there's a hell, Jack?

                           FOLEY
               Yeah, it's called Glades Correctional 
               Institution and I'm sure as shit not 
               going back there or any place like 
               it.

                           BUDDY
               You might not have a choice.

     Foley looks at him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 106


                           BUDDY (CONT'D)
               They put a gun on you, you'll go 
               back.

                           FOLEY
               They put a gun on you, you still 
               have a choice, don't you?

     Foley turns back to the house.  And now we hear...

                           MR. HEARN (V.O.)
               I think you're gonna fit right in...

87   INT. RIPLEY ENTERPRISES PERSONNEL OFFICE - DAY                87   

     The personnel guy, MR. HEARN, sits behind his desk, squeezing 
     a grip exerciser and smiling warmly at Foley, who wears a 
     shitty suit and tie.

                           MR. HEARN
               Now Mr Ripley and I have had a long 
               discussion about your role in the 
               company and it was his feeling that 
               you would be happiest working down 
               here in Miami.  How's that sound to 
               you?

                           FOLEY
               Great.

     Mr. Hearn pauses, looks down at Foley...

                           MR. HEARN
               You're about a 42 long, right?

                           FOLEY
               What?

     But Mr. Hearn walks out without answering.  Foley looks at 
     the desktop, where a spoon sticks out of a half-eaten fruit-
     on-the-bottom yogurt, which in turn sits beside a half-eaten 
     Powerbar.

     Foley shakes his head, takes out his zippo, starts to play 
     with it.

                           MR. HEARN
               Okay.  Let's see how she fits.

     Foley turns as Mr. Hearn bounces back into the room with 
     what looks like a UNIFORM draped over one arm.

                           FOLEY
               What is this?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 107


                           MR. HEARN
               Your uniform.

                           FOLEY
               My what?

     Mr. Hearn shows him the yellow patch that reads SECURITY on 
     one arm.  Foley smiles... amused... angry... hurt...

                           FOLEY (CONT'D)
               Are you kidding me?

88   RICHARD RIPLEY'S OFFICE                                       88   

     View.  Wet bar.  Huge fucking aquarium.

                           RECEPTIONIST (O.S.)
               Sir, you can't go in there...

     Ripley looks up from his desk as Foley steps in, the 
     receptionist right behind him now.

                           RIPLEY
               Jack?  Whoa-- what's the problem?  
               Take it easy, let's talk...

     Meanwhile, Ripley pushes a PANIC BUTTON beneath his desk...

                           FOLEY
               A security guard?  Are you fucking 
               kidding me?

     Ripley considers Foley a moment, then...

                           RIPLEY
               You know, I wasn't sure you'd show 
               up.  But I was pretty sure that, if 
               you did, you'd throw the job in my 
               face.
                    (then)
               Understand something, Jack.  Up to 
               this point, everything you've done 
               with your life means absolutely 
               nothing in the real world.  Less 
               than nothing.

     Foley says nothing.

                           RIPLEY (CONT'D)
               You're a bank robber.  This is not a 
               marketable skill.  There are no old 
               bank robbers out in the world living 
               on pensions.  You know this.  That's 
               why you're here right now.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 108


     Still Foley says nothing.

                           RIPLEY (CONT'D)
               Today, I'm offering you a lousy job 
               at a lousy wage.  You think you're 
               better than that?  Fine.  Show me.  
               Show me that you're really willing 
               to change and we'll talk about 
               something better.  A lot better.  
               But first, Jack, you gotta earn it.

                           FOLEY
               How, Dick?  The way you earned it?  
               By marrying some rich broad owns the 
               company, selling it off a piece at a 
               time, then divorcing her?  What is 
               this Knute Rockne, pull yourself up 
               by the bootstraps bullshit?  Back in 
               prison, guy like you, place like 
               that, you were ice cream for freaks.  
               You were a goddamn dumpling.  Maurice 
               and a dozen other guys coulda bled 
               you till you had nothing.  Till you 
               were nothing.  I saved your ass.  So 
               you'll pardon me if I don't wanna 
               sit on a fuckin stool all day saying 
               "sign in here please" or "hey, pal, 
               you can't park there."  Okay, Dick?  
               I can't do it.

                           RIPLEY
               Jack, I'm disappointed.  I guess I 
               misjudged you.

     Two massive SECURITY GUARDS appear in the doorway...

                           FOLEY
               Hey, what job he promise you guys?

                           GUARD
               There's two ways we can do this.

                           FOLEY
               Yeah?  What are they?

                           RIPLEY
               Gentlemen.  I think we've calmed 
               down now.  Haven't we, Jack?

                           FOLEY
               Oh, yeah, I'm calm.  In fact, I'm 
               totally "relaxed..."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 109


     And with that he picks up a paperweight (A LEAD FISH) and 
     wings it at the aquarium, shattering the glass.

89   EXT. RIPLEY'S BUILDING - FLORIDA - DAY                        89   

     As Foley is physically thrown out of the building by the two 
     guards.  He picks himself up.  He kicks at the guards, who 
     wave him off, go back inside.

     Foley then starts down the steps, pauses as he sees...

     THE BANK ACROSS THE STREET

     The one from the opening.  Foley looks at it a moment, then 
     calmly starts to take off his tie, drops it in the gutter as 
     he starts across the street...

                                                          CUT TO:

90   INT. BUDDY'S CAR - DAY                                        90   

     As Buddy pulls away from the house, Foley pulls out the 
     clipping of Karen he tore out of the morning paper.  He's 
     written the name "WESTIN" on it.

                           FOLEY
               Listen, I gotta get some better shoes, 
               few other things before tomorrow.  
               Why don't you drop me off at the Ren 
               Cen, we'll hook up later?

                           BUDDY
               Yeah, and I better call my sister.

                                            CUT TO: THE SNOWSTORM

     It's really coming down.  We then PULL BACK TO REVEAL we're 
     looking out of a window inside the cocktail lounge at the 
     top of the Westin.

     A table of three young EXECUTIVE-LOOKING GUYS in suits are 
     laughing at something until Karen is ushered by a WAITRESS 
     to an adjacent table.

                           KAREN
               Jack Daniel's, please, water on the 
               side.

     She turns, sees her reflection in the glass against the 
     overcast sky, snow swirling, blowing in gusts, seven hundred 
     feet above the city, down there somewhere.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 110


                           EXECUTIVE GUY'S VOICE
               Celeste, do us again, please, and 
               put the lady's drink on our bill.

     She turns to see them raising snifter glasses to her, smiling, 
     pleasant-looking guys in dark suits.

                           KAREN
               Thanks anyway.

                           WAITRESS
                    (drifting over)
               They want to buy you a drink.

                           KAREN
               I get that.  Tell them I'd rather 
               pay for my own.

     She then watches the three guys looking at the waitress 
     delivering the message.  Then they look at Karen.  She gives 
     them a shrug, turns to watch the snow.  Her drink arrives.  
     She takes a sip, looks up as one of the guys comes over...

                           EXECUTIVE GUY
               Excuse me.  My associates and I made 
               a bet on what you do for a living.

     She glances at the table, the other two watching.

                           EXECUTIVE GUY (CONT'D)
               And I won.  Hi, I'm Philip.

                           KAREN
               If it's okay with you, Philip, I'd 
               like to just have a quiet drink and 
               leave.  Okay?

                           PHILIP
               Don't you want to know what I guessed?  
               How I know what you do for a living?

                           KAREN
               Tell you the truth, I'm not even 
               mildly curious.  Really, I don't 
               want to be rude, Philip, I'd just 
               like to be left alone.

     She turns back to the snowstorm.  She sees his reflection 
     turn and leave.  A moment later, the next one appears at the 
     table.

                           EXECUTIVE GUY #2
               I think I know why you're depressed -- 
               if I may offer an observation.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 111


     She just looks at him.  So sure of himself.

                           EXECUTIVE GUY #2 (CONT'D)
               I have a hunch you're the new sales 
               rep and your customer isn't exactly 
               knocked out by the idea of a young 
               lady, even one as stunning as you, 
               handling the account.  Am I close?
               Hi, I'm Andy.

     She says nothing to him.

                           ANDY
               We're ad guys.  We flew in from New 
               York this morning to pitch Hiram 
               Walker Distillery, present this test-
               market campaign for their new 
               margarita mix.  What we do, we show 
               this guy who looks like a Mexican 
               bandido, you know, with the big 
               Chihuahua hat, the bullet belts--

                           KAREN
               Andy?  Really.  Who gives a shit?

     He gives her a sympathetic expression.

                           ANDY
               Want to tell me what happened?

                           KAREN
               Beat it, will you?

     She stares at the guy until he turns away.  She sips her 
     drink, stares once more out at the blizzard.  After a few 
     moments, another dark suit appears, reflected in the window.

                           VOICE
               Can I buy you a drink?

     Boom.  Not one of the executive guys.  She stares at the 
     reflection for a moment, then slowly turns, looks up at JACK 
     FOLEY now standing there in his new navy blue suit.

                           KAREN
                    (beat)
               Yeah, I'd love one.
                    (then)
               Would you like to sit down?

     He pulls the chair out, looking at her.  The three guys at 
     the other table now staring as he sits down.  Foley offers 
     his hand...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 112


                           FOLEY
               I'm Gary.

     She hesitates, then shakes his hand...

                           KAREN
               I'm Celeste.

     She smiles with him.  When she lowers her hand to the table, 
     his hand comes down to cover hers.  She watches his expression 
     as she brings her hand out slowly, his eyes not leaving hers, 
     and lays her hand on his.  The tips of her fingers brush his 
     knuckles, lightly back and forth.

                           KAREN (CONT'D)
               It takes hours to get a drink around 
               here.  There's only one waitress.

                           FOLEY
               I can go to the bar.

                           KAREN
               Don't leave me.

                           FOLEY
               Those guys bother you?

                           KAREN
               No, they're all right.  I meant, you 
               just got here.

     She picks up her drink and places it in front of him.

                           KAREN (CONT'D)
               Help yourself.

     She watches him take a sip, smack his lips.

                           FOLEY
               You like bourbon?

                           KAREN
               Love it.

                           FOLEY
                    (passes the glass 
                    back)
               Well, we got that out of the way.
                    (then)
               Tell me, Celeste.  What do you do 
               for a living?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 113


                           KAREN
               I'm a sales rep.  I came here to 
               call on a customer and they gave me 
               a hard time because I'm a girl.

                           FOLEY
               Is that how you think of yourself?

                           KAREN
               What, as a sales rep?

                           FOLEY
               A girl.

                           KAREN
               I don't have a problem with it.

                           FOLEY
               I like your hair.  And that suit.

                           KAREN
               I had one just like it -- well, it 
               was the same idea, but I had to get 
               rid of it.

                           FOLEY
               You did?

                           KAREN
               It smelled.

                           FOLEY
               Having it cleaned didn't help, huh?

                           KAREN
               No.
                    (then)
               What do you do for a living, Gary?

                           FOLEY
                    (beat)
               How far do we go with this?

     This stops her, throws her off balance.

                           KAREN
               Not yet.  Don't say anything yet.  
               Okay?

                           FOLEY
               I don't think it works if we're 
               somebody else.  You know what I mean?  
               Gary and Celeste, Jesus, what do 
               they know about anything?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 114


                           KAREN
               It's your game.  I've never played 
               this before.

                           FOLEY
               It's not a game.  Something you play.

                           KAREN
               Well, does it make sense to you?

                           FOLEY
               It doesn't have to, it's something 
               that happens.  It's like seeing a 
               person you never saw before -- you 
               could be passing on the street -- 
               you look at each other and for a few 
               seconds, there's a kind of 
               recognition.  Like you both know 
               something.  But then the next moment 
               the person's gone, and it's too late 
               to do anything about it, but you 
               remember it because it was right 
               there and you let it go, and you 
               think, "What if I had stopped and 
               said something?"  It might happen 
               only a few times in your life.

                           KAREN
               Or once.

     They look at each other a moment, then...

                           FOLEY
               Why don't we get out of here.

     They both get up.  The ad guys at the table watch as she 
     follows Foley to the elevator.  Karen winks at them.

91   INT. ELEVATOR - NIGHT                                         91   

     As they ride down to Karen's room.  She looks at him, looks 
     away.  The doors open and they exit.

92   INT. HER HOTEL SUITE                                          92   

     As he follows her in.  She walks to the bar, fixes them each 
     a drink.  He checks out the room, takes in her view.

                           KAREN
               How'd you find me?

     He comes over to her, takes out the newspaper clipping with 
     her picture and shows it to her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 115


                           KAREN (CONT'D)
               Oh, God...

                           FOLEY
               I called your room from downstairs.

                           KAREN
               If I had answered, what were you 
               gonna say?

                           FOLEY
               Well, I'd say who I was and do you 
               remember me and ask if you'd like to 
               meet for a drink.

                           KAREN
               If I remembered you.  I came looking 
               for you.  I would've said sure, let's 
               do it.  But for all you knew I could 
               show up with a SWAT team.  Why would 
               you trust me?

                           FOLEY
               It would be worth the risk.

     She looks at him, touches his face with her hand...

                           KAREN
               You like taking risks.

                           FOLEY
               So do you.

     He kisses her now, puts his arms around her.

                           KAREN
               What's the hurry, Jack?  You have to 
               be somewhere?

     She hands him his drink.  They both drink, then...

                           KAREN (CONT'D)
               Sooner or later...

     She stops and he looks at her over the rim of her glass.

                           KAREN (CONT'D)
               You really wear that suit.

                           FOLEY
               That's not what you were about to 
               say.

     She shrugs, lets it go.  He puts down his drink, kisses her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 116


     She lets him, then moves to the couch.

                           KAREN
               Remember how talkative you were?  In 
               the trunk?  Adele said you do that 
               when you're nervous.

                           FOLEY
               She did, huh.

                           KAREN
               You kept touching me, feeling my 
               thigh.

                           FOLEY
               Yeah, but in a nice way.

     He sits down and they kiss again.  This time she peels his 
     jacket off.  He does the same with hers.  He's starting to 
     unbutton her blouse when--

                           FOLEY (CONT'D)
                    (unbuttoning)
               I might've smelled like a sewer, but 
               you could tell I was a gentleman.  
               They say John Dillinger was a pretty 
               nice guy.

                           KAREN
               He killed a police officer.

     He stops.  Looks at her.

                           FOLEY
               I hear he didn't mean to.  The cop 
               fell as Dillinger was aiming at his 
               leg and got him through the heart.

                           KAREN
               You believe that?

                           FOLEY
               Why not?

     She looks at him, decides to get off this subject.  Anyway 
     he's finished unbuttoning her blouse and is now putting his 
     hands inside her shirt.  She closes her eyes.

                           KAREN
               You know that Sig .380 you took was 
               my favourite.  My father gave it to 
               me.

     As he kisses her on the neck.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 117


                           KAREN (CONT'D)
               What were you gonna do with me?

                           FOLEY
               I don't know.  I hadn't worked that 
               part out yet.  All I knew was that I 
               liked you, and I didn't want to leave 
               you there, never see you again.

                           KAREN
               You waved to me in the elevator.

     She's loosening his tie, unbuttoning his shirt.

                           FOLEY
               I wasn't sure you caught that.

                           KAREN
               I couldn't believe it.  I was thinking 
               of you by then, a lot, wondering 
               what it would be like if we did meet.  
               Like if we could take a time-out...

                           FOLEY
               Really?  I was thinking the same 
               thing.  If we could call time and 
               get together for a while.

     They look at each other a moment.

                           FOLEY (CONT'D)
               You know I saw you on the street.

                           KAREN
               Where?

                           FOLEY
               Outside Adele's.

     He starts to kiss her again, but--

                           KAREN
               You were going to see her?

                           FOLEY
               To warn her about Chino.

                           KAREN
               So she did help you?

                           FOLEY
               I don't think we should get into 
               that.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 118


                           KAREN
               No, you're right.  Or Buddy.  I won't 
               ask if he's with you or what you're 
               doing here in Detroit.  Or if you've 
               run into Glenn Michaels yet.

                           FOLEY
               Don't talk like that, okay?  You 
               scare me.

     And he moves to kiss her, but she stands up, holds out her 
     hand.

                           KAREN
               Come on.

     He gets up and she leads him across the room...

93   INT. BEDROOM - SAME                                           93   

     Jack sits on the bed to take off his shoes, stands up to 
     take off his pants.

                           KAREN
               Are you gonna leave your tie on?

     He looks at her, down to her bra and panties, watches as she 
     gets out of the rest of her clothes and comes over to him, 
     standing close to help him with the tie...

                           FOLEY
               My God, look at you.

     When her clothes are off, she loops the tie around his neck 
     again and then as she turns off the light...

     She kisses him.  He sits down on the bed, drawing her back 
     with him, the only light now coming from the sitting room.

                           FOLEY (CONT'D)
               You having fun?

     She smiles and then they start to make love as we then...

     FADE OUT.

                                                         CUT TO: 

94   KAREN                                                         94   

     Eyes open, serious now.

     REVEAL

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 119


     She's lying in Jack's arms.  She looks at him a moment, then 
     moves away from him to sit up and swing her legs off the 
     bed.

                           FOLEY
               You coming back?

                           KAREN
               I'm just going to the bathroom.

     She gets up and crosses the room to the bathroom and closes 
     the door.  Foley picks up his Zippo off the night table.

95   INT. BATHROOM - SAME                                          95   

     She comes in.  Looks at herself in the mirror.  Suddenly 
     feels self-conscious.  She grabs a bathrobe off the door.

96   INT. BEDROOM - SAME                                           96   

     Foley lies there, fiddling with the Zippo, staring up at the 
     ceiling.  She comes out again and stands looking down at 
     him.

                           KAREN
               I want you to know something.  I 
               wasn't looking for just a fuck, if 
               that's what you're thinking.

                           FOLEY
               Why are you mad?

                           KAREN
               Or I did it for some kind of kinky 
               thrill.  Score with a bank robber 
               the way some women go for rough trade.

                           FOLEY
               What about my motive?  Now I can say 
               I fucked a US Marshal.  You think I 
               will?

                           KAREN
               I don't know.

     He raises the covers, but she just stands there.

                           FOLEY
               I know of a guy he goes in the bank 
               holding a bottle he says is 
               nitroglycerin.  He scores some cash 
               off a teller, he's on his way out 
               when he drops the bottle.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 120


                           FOLEY (CONT'D)
               It shatters on the tile floor, he 
               slips in the stuff, cracks his head 
               and they've got him.  The nitro was 
               canola oil.  I know more fucked-up 
               bank robbers than ones that know 
               what they're doing.  I doubt one in 
               ten can tell a dye pack when he sees 
               one.  Most bank robbers are fucking 
               morons.  To go to bed with a bank 
               robber for kinky thrills, as you 
               say, you'd have to be as dumb as 
               they are.  I know you're not dumb, 
               so why would I think that?  Why would 
               you think I might think that?

     She comes over and sits down on the bed.

                           KAREN
               You're not dumb.

                           FOLEY
               I don't know about that.  You can't 
               do three falls and think you have 
               much of a brain.

     They lie there for a few moments, Karen watching him.  He 
     senses this, looks at her...

                           FOLEY (CONT'D)
               You getting serious on me now?

                           KAREN
               I'm trying not to.  I just wanna 
               know what's gonna happen.

                           FOLEY
                    (beat)
               You know.

     And he kisses her.

97   EXT. DETROIT - DAY                                            97   

     The sun is out.  The snow has stopped falling.  A white 
     blanket covers everything.

98   INT. KAREN'S HOTEL ROOM - SAME                                98   

     Karen opens her eyes, wakes up.  She closes them again, lies 
     on her side, but doesn't move for a moment.  Then...

                           KAREN
               Oh, for Christ sake, grow up.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 121


     She opens her eyes and rolls on to her back.  She turns her 
     head:

     Foley's gone.  She gets out of bed.

99   INT. SITTING ROOM - SAME                                      99   

     Karen comes into the room tying her robe.  She looks at the 
     coffee table where...

     Something wrapped in a napkin lies by the half-empty bottle 
     and the ice bucket.  She picks it up and slowly unfolds the 
     "gift" from Foley:  Her Sig-Sauer .38.

100   INT. FOLEY'S HOTEL ROOM - DAY                               100   

     Buddy stands at the window looking out as Foley -- in his 
     underwear -- sits at the table reading the newspaper, a room-
     service breakfast, a bottle of Jim Beam close by.

                           BUDDY
               It took you, what, seven hours to 
               buy a pair of shoes?

                           FOLEY
               I saw Karen Sisco.

     Buddy turns to him.

                           BUDDY
               And she saw you?

                           FOLEY
               Yes, she did.

                           BUDDY
               So how's that work, a wanted felon 
               socializing with a U.S. Marshal?

                           FOLEY
               You know how I felt about her.

                           BUDDY
               Did you give her a jump?  If you did 
               I might begin to understand where 
               your head's at.

                           FOLEY
               It wasn't about getting laid.  I 
               just wanted to know what might've 
               happened if things were different.

                           BUDDY
               You find out?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 122


                           FOLEY
               Yeah, I did.

     Buddy watches Foley pour a shot of Jim Beam in his coffee.

                           BUDDY
               So what's that mean?  That you're 
               disappointed by what you found or 
               you're sorry you robbed all those 
               banks?

                           FOLEY
               I don't know.

101   INT. KAREN'S HOTEL ROOM - DAY                               101   

     Karen sits there staring at a Wild Turkey bottle, a couple 
     of glasses.  She reaches for the phone, dials.  A moment 
     later, we hear MARSHALL SISCO'S ANSWERING MACHINE and she 
     hangs up.

102   INT. STATE THEATER - NIGHT                                  102   

     A ring set up on stage.  Men hang out on the side.  Where 
     movie seats used to be are rows of round nightclub tables; a 
     row of them on each of four levels rising a step at a time 
     up through the theatre to the bar.  Rap music booms out of 
     speakers as fighters are announced.

     Everyone in here is black except for Glenn and White Boy Bob 
     who sit at a table in the front row while Maurice in a dude 
     black felt cap set on his head just right and shades walks 
     along the apron of the stage.

                           MAURICE
               Stick and jab, stick and jab!

     White Boy Bob throws down a beer and gives Glenn's shoulder 
     a jab.

                           WHITE BOY BOB
               You drink like a girl.

     White Boy looks around to see if there are any other morons 
     sitting nearby who think it's funny.  Kenneth comes through 
     for his pal and laughs.

103   INT. THEATER - SAME                                         103   

     As Karen walks through the bar, pauses as she sees Glenn 
     sitting with White Boy and Kenneth.  She steps back into the 
     shadows as Glenn glances anxiously about.

     ON GLENN

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 123


     As he pushes his chair back.

                           GLENN
               I got to go take a piss.

     He hesitates, sees the car keys on the table in front of 
     White Boy Bob.  But before he can grab them...

                           WHITE BOY BOB
               What're you telling us for?  You 
               want somebody to hold your little 
               pecker?

     Glenn gets up, sees his coat on the back of the chair, but 
     knows he can't take it with him.  He walks away from the 
     table.

104   EXT. STATE THEATER - PARKING LOT - SAME TIME                104   

     Glenn exits the theater and crosses to the parking lot.

     Karen exits right after, watches him get into the Town Car.

105   INT. TOWN CAR - SAME TIME                                   105   

     Glenn behind the wheel, half lying on his right side as he 
     tries to rip open the locked glove compartment.  His head 
     jerks around as Karen opens the door.  He sits up straight 
     as she gets in with him.

                           KAREN
               Glenn, are you trying to steal this 
               car?

                           GLENN
               Jesus, I don't believe it.

                           KAREN
               Another one of those days, huh, 
               nothing seems to go right?

     He raises his empty hands.

                           GLEN
               I don't have the keys.

                           KAREN
               I see that.

                           GLENN
               I mean I'm not stealing the fucking 
               car.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 124


                           KAREN
               You're not?

                           GLENN
               I already stole it.  Last week or 
               whenever it was, in West Palm.  I 
               can't be stealing it again, can I?

                           KAREN
               The two guys you were with -- that 
               one, that isn't Maurice Miller, is 
               it?  I've seen Snoopy's mug shot and 
               that didn't look like him.

                           GLENN
               Jesus.  How'd you know about Snoopy?

     Karen looks at him, shakes her head.

                           KAREN
               Glenn, I know your life history, who 
               your friends are, where you've been 
               and now, it looks like, where you're 
               going.  Put your hands on the wheel.

                           GLENN
               You're gonna bust me for picking up 
               a car?

                           KAREN
               For the car, for aiding and abetting 
               a prison escape, and conspiring to 
               do whatever you came here for.

                           GLENN
               Listen, these guys, they're gonna be 
               out here any minute looking for me.  
               They're fucking animals.

                           KAREN
               What's going on, Glenn?

                           GLENN
               Nothing.  I just wanna get the fuck 
               outta here.

                           KAREN
               But I thought the whole thing was 
               your idea?

                           GLENN
               Rippin' off Ripley was my idea, but 
               these guys, man, they're into shit I 
               can't handle.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 125


                           KAREN
               Ripley?  You mean the Wall Street 
               guy?

                           GLENN
               Yeah, the plan was to pick him up at 
               his office tomorrow, take him out to 
               his house in Bloomfield Hills.  Now, 
               I don't give a shit what they do.

                           KAREN
               And is Foley a part of this?

                           GLENN
               He's supposed to be, but he hasn't 
               shown up yet, which is a good thing 
               for him.

                           KAREN
               Why's that?

                           GLENN
               Maurice is gonna kill him, try and 
               collect the reward.

                           KAREN
                    (beat)
               But you say he hasn't shown up, you 
               think he backed out?

                           GLENN
               I don't know-- he doesn't exactly 
               confide in me.

                           KAREN
               Gee, I wonder why not.

                           GLENN
               I'm freezing my ass off.

                           KAREN
               You want to get out of here, run, 
               it'll warm you up.

                           GLENN
               Really?

                           KAREN
               But listen, Glenn.  If you're lying 
               to me...

                           GLENN
               I know, you'll find me.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 126


                           GLENN (CONT'D)
               Jesus, I believe it.  I keep thinking 
               if you hadn't driven me to federal 
               court last summer, you wouldn't even 
               know who I am.

                           KAREN
               If I didn't know you, Glenn, by 
               tomorrow you'd be in jail or dead.  
               Look at it that way.  Go on.

     And he takes off.  She sits there another moment, then flicks 
     her cigarette out the door, gets out the car.

106   EXT. PARKING LOT - SAME                                     106   

     Karen looks across the street at the theatre, sees people 
     leaving.  A few seconds later, she steps behind a car and 
     watches as Buddy and Foley pull into the lot.

107   INT. THEATER - SAME                                         107   

     Maurice sits with White Boy and Kenneth as Foley and Buddy 
     come down the aisle to their table.

                           MAURICE
               Where you been?  You miss the big 
               boys, come in time for the walkout 
               fights.  Well, shit, you may as well 
               pull up a chair.

     Foley and Buddy remain standing.

                           MAURICE (CONT'D)
               Kenneth, this is Mr. Jack Foley and 
               this is Mr. Buddy, famous bank 
               robbers.

     Foley nods to the raincoat draped over the back of a chair.

                           FOLEY
               Who's sitting here?

                           MAURICE
               Your homie, Glenn.  Only thing, he 
               went to the men's about a while ago 
               and never came back.

     Foley gives Buddy a look.  White Boy Bob grins at them.

                           WHITE BOY BOB
               I think he must've fell in.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 127


                           MAURICE
               I sent these two looking for him, 
               they come back shaking their heads.

                           FOLEY
               Well, if he left his coat and he's 
               been gone a while.

                           WHITE BOY BOB
               The car's still there.  I looked.

                           MAURICE
                    (to the ring)
               Reggie, push off and hit, man.  Push 
               him off.

                           FOLEY
               We're leaving.

                           MAURICE
               The fuck you talking about?

                           FOLEY
               Snoop, if you don't know where Glenn 
               is...

     Maurice takes Foley by the arm, moves him away from the table.

                           MAURICE
               Look, what you worried about Glenn 
               for?  What's he know?

                           FOLEY
               I thought everything.

     Foley watches the fighters: one of them patient, moving in 
     while the other one takes wild swings and misses...

                           MAURICE
               Glenn knows everything we suppose to 
               do tomorrow.  Glenn could tell 
               somebody that, yeah, but it don't 
               mean shit.  You understand?  'Cause 
               Glenn don't know I changed the plan.
                    (then)
               It's happening tonight.

     Foley looks at Maurice now.

                           MAURICE (CONT'D)
               Soon as we leave here.  Stop home 
               and pick up what we need and go do 
               it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 128


                           FOLEY
                    (beat)
               Give me a minute, talk to Buddy.

                           MAURICE
               You got two minutes, that's all.  
               Make up your mind.

                           FOLEY
               I wasn't asking permission.

     Foley walks up to the bar with Buddy.

                           FOLEY (CONT'D)
               They want to go tonight, before Glenn 
               gets in any trouble, opens his big 
               mouth.

                           BUDDY
               Whatta you wanna do?

     Foley takes out his lighter, begins playing with it.

                           BUDDY (CONT'D)
               You know they gonna set us up.

                           FOLEY
               I get that feeling, yeah.

                           BUDDY
               But you still think you can get the 
               diamonds fore they do?

     Foley looks at him a moment, then...

                           FOLEY
               I'll make you a deal.  Get out of 
               here.  Right now.  I'll do the job 
               with the Snoop, meet you wherever 
               you want and give you half.

                           BUDDY
               Half for doing what?

                           FOLEY
               Getting me out of Glades for starters.

                           BUDDY
               And who watches your back?

     ON MAURICE

     As he sits down with White Boy Bob and Kenneth, watches as 
     Buddy and Foley talk up at the bar.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 129


                           MAURICE
               Man has all that reward on his head 
               and still talks like a con in the 
               yard.  You know what I'm saying?  
               Like he's a man you don't mess with.  
               Yeah, well, what I say to Jack Foley 
               is buuullshit.

108   EXT. MAURICE'S HOUSE - NIGHT                                108   

     It's snowing as Maurice, White Boy Bob, Kenneth, Buddy, and 
     Foley pile into the back of a van, the name of some plumbing 
     and heating company on the side.

     We PULL BACK TO REVEAL that we're watching from inside Karen's 
     car.  She waits for the van to pull away, then follows.

109   INT. VAN - NIGHT                                            109   

     Kenneth -- the fucking maniac -- at the wheel.  Buddy and 
     Foley piled into the back of the van full of plastic pipe 
     and equipment.  Maurice pulls on a pair of white coveralls.

                           FOLEY
               That what they're wearing these days 
               to break and enter?

                           MAURICE
               Break and enter, shit.  Take it and 
               git, how it's done.  Don't waste any 
               time.  That's how you do it.

                           FOLEY
               So you've done this before, huh?

                           MAURICE
               Shit, yeah.  White Boy even got busted 
               for it.
                    (then)
               White Boy, tell these boys the reason 
               you went down on that burglary that 
               time.

                           WHITE BOY BOB
               I left my wallet in the house I 
               robbed.

     The guy grins at them.  Foley can't believe it.

                           MAURICE
               Takes the TV, the VCR, some other 
               shit and leaves his wallet on the 
               floor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 130


                           FOLEY
               That's a wonderful story, Snoop.  
               I'm very excited about tonight.

                           MAURICE
               Hey.  You learn from doing.

     Foley and Buddy exchange looks.  Maurice turns around, a 
     Beretta in his hand.  Foley looks at him.  Buddy tenses.

                           MAURICE (CONT'D)
               You know how to use one a these?

                           FOLEY
               I've seen 'em used on TV.

     Maurice hands Foley the Beretta.  Then reaches into a bag, 
     comes up with a .38 he hands to Buddy.

110   INT. KAREN'S CAR - SAME                                     110   

     As Karen tries to keep up with the van.  But with the snow 
     and the way Kenneth drives, she starts to lose them.  She 
     speeds up around a corner and loses control of the car.

111   EXT. STREET - SAME                                          111   

     As Karen's car does a 360 in the ice and snow.

112   INT. VAN - NIGHT                                            112   

     Buddy and Foley are jostled about the back from Kenneth's 
     insane driving.

                           BUDDY
               Slow down.

     Kenneth grins in the mirror, punches it more.  Buddy gets 
     out the .38 and touches it to the back of Kenneth's head.

                           BUDDY (CONT'D)
               Get ready to grab the wheel when I 
               shoot this asshole.

     Kenneth, his eyes freaked with speed, glares at Buddy in the 
     mirror.

                           MAURICE
               Do like he says, man.  Slow down.

113   EXT. KAREN'S CAR - NIGHT                                    113   

     As a pissed-off Karen gets out of her car, watches the van 
     disappear.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 131


                           KAREN
               Shit --

114   INT. KAREN'S CAR - SAME                                     114   

     She takes out her cellphone, punches a number, re-orients 
     her car at the same time.

115   EXT. RICHARD RIPLEY'S HOUSE - NIGHT                         115   

     As the van creeps by one way, then the other, then pulls 
     into the driveway.

116   INT./EXT.  VAN - RIPLEY'S HOUSE                             116   

     All five of them in the back end of the van now, bumping 
     into each other until Maurice lets White Boy out the rear 
     end, leaving the doors open enough so he can watch.  He then 
     racks the slide on a .45.

                           MAURICE
               "An army .45 will stop all jive." 
               Huey P. said that.

                           BUDDY
               You think he was talking about walking 
               into people's houses when he said 
               it?

     Maurice looks at Buddy.  Buddy holds his gaze.  Then the 
     coach lights on either side of the front entrance come on.

                           MAURICE
                    (pulls his mask down)
               Get ready to go skiing.

     Now the front door opens...

                           MAURICE (CONT'D)
               Here we go.

     We catch a glimpse of a WOMAN in the doorway, arms folded 
     over her bathrobe as White Boy gives her a push and steps 
     inside the house with her.

     Maurice is out of the truck and Kenneth, with a shotgun, is 
     scrambling to be next.  Buddy catches him by his jacket collar 
     and holds him squirming until Foley is out.

     The minute Kenneth's feet hit the driveway he turns the 12-
     gauge on Buddy, still in the truck.  Foley takes the barrel 
     in one hand and shoves it straight up in Kenneth's face.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 132


                           FOLEY
               Go on in the house before you get 
               hurt.

     Kenneth puts his face up close to Foley's and stares at him 
     good before going inside.  Foley turns to Buddy...

                           FOLEY (CONT'D)
               There's still time, take me up on my 
               offer.

                           BUDDY
               I'm not leaving you alone with these 
               assholes.

117   INT. HOUSE - FOYER - SAME                                   117   

     Where Maurice has the woman backed against a table.  She's 
     in her forties, with thick red hair hanging free.  She looks 
     ready to take a swing at whoever approaches...

                           WOMAN
               I work here.  I'm the maid.

     Kenneth reaches out, opens her robe and we get a flash of 
     flimsy bra and low-cut panties before she slaps him away.

                           WOMAN/MAID
               Fuck off.

                           KENNETH
               Hey, shit, we're gonna have a party.

                           MAURICE
               Not yet.  Where's Mr. Ripley?

                           MAID
               I told you, he isn't here.

                           MAURICE
               Out for the evening?

                           MAID
               He's in Florida.  Palm Beach.

                           MAURICE
                    (beat)
               When's he due back?

                           FOLEY
               Jesus Christ, what difference does 
               it make?  You want to wait for him?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 133


                           MAID
               Mr. Ripley's down for the season.  
               Christmas to Easter.

                           MAURICE
               You here all by yourself?

                           MAID
                    (beat)
               That's right, just me.

     Foley catches the hesitation, glances at Buddy.

                           MAURICE
               Where's Ripley's safe at, he keep 
               his valuables in.

                           MAID
               I don't have any idea.

                           MAURICE
               Let's go upstairs, have a look at 
               the man's bedroom.  All right now, 
               you and Mr. Buddy check the rooms 
               down here.  Look at the wall behind 
               any pictures hanging on it.  Look at 
               the walls in the closets.  The man 
               has a safe, it's gonna be up there 
               somewhere.

                           FOLEY
               How about his place in Florida?  If 
               you'd called, we could've checked 
               his walls down there before we left.  
               That is, if you'd checked to see 
               where he was.  You follow me?

     Maurice gives him a look, pulls the maid up the stairs.  
     Kenneth and White Boy Bob follow...

                           MAURICE
               You set off any kind of alarm and 
               you're a dead Hazel.  Understand?

     Kenneth puts his arm around the maid.

                           KENNETH
               What's you name, mama?

     He hooks a finger in the waist of her panties, pulls on the 
     elastic, is about to look in there when Maurice backhands 
     him across the face.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 134


                           MAURICE
               First money, then pussy.

     Alone with Buddy now, Foley rolls his mask up on his head.

                           FOLEY
               You ever wear one of these?

                           BUDDY
               I don't ski.

                           FOLEY
               Stay with the maid.  I'm gonna have 
               a look around.

118   INT. KAREN'S CAR - NIGHT                                    118   

     Karen on the phone... snow falling all around her.

                           RAYMOND CRUZ (PHONE)
               I'll send a unit over there, see if 
               there's anything going on.

                           KAREN
               Tell me where Ripley's house is.  
               I'll meet them there.

                           CRUZ (PHONE)
               Karen, you gonna promise me you're 
               not gonna go in, do anything stupid 
               till I get there...

119   INT. BEDROOM - SAME TIME                                    119   

     Full of fat, cushy chairs and a sofa, everything white or 
     black, a wet bar, a big TV, CD player.  Buddy moves into the 
     doorway, peers inside.

     Kenneth is trying to find a radio station while Maurice and 
     White Boy Bob ransack the place.  White Boy Bob checks under 
     the mattress...

                           WHITE BOY BOB
               Hey--

     Maurice and Kenneth look over expectantly.

                           WHITE BOY BOB (CONT'D)
               I found a rubber.

                           MAURICE
               White Boy, the man's not gonna hide 
               no diamonds under the fuckin' 
               mattress.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 135


     Maurice looks out the door, sees Buddy in the doorway.

                           MAURICE (CONT'D)
               Where's Foley?

                           BUDDY
               Checkin' the other rooms, like you 
               said.

                           MAURICE
                    (to White Boy)
               Go keep an eye on him.

     White Boy Bob slips out of the room.  Maurice turns to 
     Kenneth, who's still playing with the stereo.

                           MAURICE (CONT'D)
               Kenneth, fuck the radio, put on a 
               CD.

                           KENNETH
                    (looking them over)
               I don't recognize none of these bands.

                           MAURICE
               Just pick one, put it on.

120   INT. UPSTAIRS HALLWAY - SAME                                120   

     White Boy Bob watches from the end of the hall as Foley peers 
     into each of the bedrooms.  Foley sees a back staircase and 
     starts down.  A moment later White Boy Bob follows.

121   INT. DOWNSTAIRS HALLWAY - SAME                              121   

     White Boy Bob comes down the stairs.  No sign of Foley.  
     White Boy starts down one hallway, then turns back.  Now 
     he's lost.

     He opens a door, starts to walk into a closet, then backs 
     out.

     He goes down the hall, turns into...

     THE KITCHEN - SAME

     Where White Boy Bob enters, calls out tentatively.

                           WHITE BOY BOB
               Uh, Foley?

     He takes in the huge room, the massive sub-zero refrigerator.

     He moves to the freezer, opens it, takes in the FROZEN STEAKS.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 136


                           WHITE BOY BOB (CONT'D)
               Cool.

122   INT. HALLWAY (DOWNSTAIRS) - SAME                            122   

     As Foley quietly moves to the doorway, peers into the kitchen, 
     watches White Boy Bob starts going through the freezer, taking 
     out steaks and stacking them up on the counter.  Foley shakes 
     his head and moves on.

123   INT. LIBRARY (DOWNSTAIRS) - SAME                            123   

     Dark.  As Foley steps into the doorway, we BOOM DOWN to reveal 
     a LIGHTED AQUARIUM in f.g.  He comes into the room, sits 
     down in an armchair beside the fish tank.

     He leans close to the glass, stares at the fish a moment.  
     He sees a door reflected there and turns to look across the 
     room, sees how the phone cord disappears underneath.

                           FOLEY
               They cut the lines, Richard.

     Silence.  The door opens and we see a terrified Richard Ripley 
     sitting on top of a toilet, the phone in his lap.

                           RIPLEY
               Foley?  That you?

                           FOLEY
               How are you, Richard?

                           RIPLEY
               Jesus Christ, what the hell are you 
               doing here?  What's going on?  Who's 
               upstairs?

                           FOLEY
               Maurice Miller, couple of his friends.

                           RIPLEY
               Maurice?  From Lompoc?  Good God.

     Ripley moves to the doorway.

                           RIPLEY (CONT'D)
               Have they got Midge up there?

                           FOLEY
               What kinda man lets a woman answer 
               the door, this time a night?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 137


                           RIPLEY
               We thought it might be her husband.  
               Sometimes he comes and checks up on 
               her.  She told him I was down in 
               Florida.

                           FOLEY
               A minute or two, you're gonna wish 
               you were.

     Ripley looks at him.  Foley pats the back of a chair.

                           FOLEY (CONT'D)
               Why don't you come on over here, sit 
               down, Richard, have a look at your 
               fish.

124   EXT. BLOOMFIELD HILLS - ROAD - SAME                         124   

     As Karen slowly negotiates her way through the snowstorm.

125   INT. RIPLEY'S BEDROOM - SAME                                125   

     The music ON LOUD (Herb Alpert -- Tijuana Taxi).  Buddy stands 
     in the doorway, watches Maurice, out of his coveralls, as he 
     takes suits and sport coats from the walk-in closet to look 
     them over.  He tries on a coat, turns to the maid.

                           MAURICE
               How do I look, mama?

                           MAID
               Like a fag.

     Maurice smiles at her, goes back into the closet.  Kenneth 
     stares at the maid, nodding slowly.

                           KENNETH
               I think she like to tussle with me.  
               Get boned a way she gonna remember.

     She looks to the doorway, where Buddy now starts to take a 
     step into the room, when Maurice comes out of the closet...

                           MAURICE (O.S.)
               Motherfucker!

     He sticks his head out of the closet.

                           MAURICE (CONT'D)
               I found the safe.

     Buddy backs out of the room.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 138


126   EXT. RICHARD RIPLEY'S HOUSE - SAME                          126   

     As Karen drives slowly past the house.  White Boy Bob emerges 
     with an armload of steaks and sets them on the front steps.

                           MAURICE
               White Boy!  Get your ass up here!

     White Boy Bob hurries back into the house.

127   INT. RIPLEY'S LIBRARY - SAME                                127   

     Ripley sits on the couch across from Foley.  He keeps looking 
     up at the ceiling.

                           RIPLEY
               What do you want from me, Jack?  
               Name it.  You want money?

                           FOLEY
               You gonna write me a check?

                           RIPLEY
               We'll go to my bank.  I'll make a 
               withdrawal.

     Foley just looks at him.  Buddy sticks his head in the room.

                           BUDDY
               They found the safe.

                           FOLEY
               You remember Buddy, don't you, 
               Richard?

                           BUDDY
               Yeah, hi.  Nice house.

                           RIPLEY
               Thank you.

128   INT. BEDROOM - CLOSET DOORWAY - SAME                        128   

     White Boy Bob comes in as Kenneth and Maurice are getting 
     ready to blast the safe with the shotgun and pistol.

                           MAURICE
               We gonna open up this fucker...

     Maurice and his boys open fire on the safe.  The maid covers 
     up as bullets begin ricocheting all over the room.

                           MAURICE (CONT'D)
               Jesus...!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 139


129   EXT. HOUSE - SAME TIME                                      129   

     Karen sees the muzzle flashes in the upstairs window and 
     quickly gets out of the car.

130   INT. STUDY - SAME                                           130   

     As Buddy and Ripley look up.

                           RIPLEY
                    (gets up)
               Good God... they're shooting Midge!

                           FOLEY
                    (pushes him down)
               Siddown, Dick.  They're trying to 
               open the safe, not your maid.

131   INT. BEDROOM                                                131   

     As Maurice, Kenneth and White Boy Bob get ready to fire again.

                           MAURICE
               A'ight, this time we gotta get the 
               motherfuckin' trajectory right...
                    (pause)
               Okay, on three:  One... Two...

                           MAID
               The combination is three-ten-forty-
               four.

     They all turn to look at her, guns still pointing at the 
     safe.

                           MAID (CONT'D)
               Richard's birthday.

132   EXT. HOUSE - SAME                                           132   

     As Karen cautiously makes her way towards the front door.

133   INT. BEDROOM - SAME                                         133   

     As Maurice finally gets the safe open.  They all anxiously 
     peer inside.  Maurice narrows his eyes, reaches in, pulls 
     out one of three toupees.  He stares at it.

                           MAURICE
               ...the fuck is this...

                           WHITE BOY BOB
               Are they dead?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 140


     He looks at White Boy Bob...

                           MAURICE
               Go find Foley.  NOW!

134   INT. RIPLEY'S STUDY - SAME                                  134   

     As Foley leans forward in the chair now...

                           RIPLEY
               I can't believe you're still angry 
               with me, Jack, after all this time.

                           FOLEY
               I'm not angry, Richard.
                    (staring at the tank)
               In fact, I'm completely relaxed.  
               Thing is, I can't tell if it's the 
               fish that're cooling me out or all 
               those uncut diamonds on the bottom 
               of the tank there.

     Ripley sags, closes his eyes.

                           BUDDY
               Damn--

     And now Buddy takes a closer look and now we, too, see that 
     strewn about the bottom of the aquarium are dozens of uncut 
     diamonds of various sizes.

                           FOLEY
               Dumbfuck Glenn was right, there's 
               about five million worth in there, 
               wouldn't you say, Richard?

                           RIPLEY
               Five point two.

                           BUDDY
               They look like plain old rocks.

                           FOLEY
               They sure do.

     He gets up, looks at Buddy.

                           FOLEY (CONT'D)
               Go get a bag.

     Foley turns to Richard as Buddy comes back into the room 
     with a plastic bag, starts reaching into the tank.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 141


                           FOLEY (CONT'D)
               I were you, I'd get up and run.

                           RIPLEY
               I'm not leaving Midge.

                           FOLEY
               Don't be an asshole, Richard.  They're 
               gonna kill you.

                           RIPLEY
               If that's my fate, so be it.  I'm 
               not leaving.
                    (then)
               I love her, Jack.

     Foley looks at Buddy.  Now what?

                           BUDDY
               C'mon.

     Foley just looks at Ripley, who doesn't move.

                           FOLEY
               Good luck, Richard.

                           MAURICE (O.S.)
               Someone down here?

     Buddy and Foley slip out the other door, down the hall, just 
     as Maurice walks in, some of Ripley's clothes over his arm.

                           MAURICE (CONT'D)
               Well, if it isn't the Ripper hisself.

                           RIPLEY
               Are those my suits?

                           MAURICE
               Where you been hiding, Dick?

135   EXT. HOUSE - SAME                                           135   

     A now-freezing Karen hugs a retaining wall, watches as Foley 
     and Buddy emerge from the house.

     AT THE VAN

     As Buddy leans under the dash.  Foley looks up at the house 
     where we see shadows moving about in the upstairs window, 
     hear the faint pumping of the music.  We hear the VAN START.

                           BUDDY
               Okay.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 142


     Buddy straightens up, looks at Foley.

                           BUDDY (CONT'D)
               Come on.

                           FOLEY
               Shit.

                           BUDDY
               What?

                           FOLEY
               They're gonna rape the maid, aren't 
               they.

                           BUDDY
               From the looks of those boys, the 
               Ripper too.

                           FOLEY
               And then they'll kill 'em.

                           BUDDY
               At least.

     Foley looks at the diamonds in the bag.

                           FOLEY
               We made it, didn't we?

                           BUDDY
               All you gotta do is get in.

     Again Foley looks at the diamonds, then...

                           FOLEY
               I'm going back inside.

                           BUDDY
               I'll go with you.

     Foley finally hands him the bag with the diamonds in it...

                           FOLEY
               No, you dump the van, meet me at the 
               airport.  I'll take one of Ripley's 
               cars.

                           BUDDY
               Jack --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 143


                           FOLEY
               Listen, Buddy, the shit that's about 
               to go down, you'll be on the phone 
               with your sister for a month.  Let 
               me do this part alone.

     Buddy just looks at him.

                           FOLEY (CONT'D)
               I'm saying this isn't your problem.  
               Far as I'm concerned, we're square.

     Foley turns to go.

                           BUDDY
               Hey...

     Buddy hands him his gun.  Foley takes it, stuffs it in the 
     back of his pants, and then turns back to the house.

                           FOLEY
               Now get outta here.

                           KAREN
               As she watches Foley go back inside.  
               A moment later, the van pulls out of 
               the driveway.  Karen makes a decision, 
               starts for the side of the house...

136   INT. RIPLEY'S HOUSE - THE FOYER - SAME                      136   

     Foley enters and we hear the maid scream.  Foley starts up 
     the stairs.

137   INT. RIPLEY'S STUDY                                         137   

     Maurice and White Boy Bob both have their guns to Ripley's 
     head.

                           RIPLEY
                    (hears the scream)
               Midge.

                           MAURICE
               Forget about her.  Tell me where the 
               money's at.

                           RIPLEY
               Foley's got it.

                           MAURICE
               Where the fuck is Foley?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 144


138   INT. UPSTAIRS HALL - SAME                                   138   

     Foley comes up the stairs, heads for Ripley's bedroom.  The 
     door is closed now...

                           FOLEY
               Midge?

     He steps to one side, is about to reach for the knob when 
     suddenly the DOOR IS BLASTED OFF ITS HINGES.

139   INT. KITCHEN (DOWNSTAIRS) - SAME TIME                       139   

     Karen comes through the door, hears the gunshot, stops cold.

140   INT. HALLWAY (UPSTAIRS) - SAME                              140   

     As Foley steps into the doorway and we see Kenneth and the 
     maid bare, both sitting up in bed, Kenneth racking the 
     shotgun, the maid turning away from him, gathering the covers 
     that hang off her side of the bed...

     ...and coming around to throw them like a net at Kenneth as 
     the shotgun goes off and the covers catch fire as Foley pumps 
     one two three shots into Kenneth somewhere under there.

141   INT. RIPLEY'S STUDY - SAME                                  141   

     As Ripley tries to get away...

                           RIPLEY
               Midge!

     Maurice grabs him by the collar, spins him around and whips 
     him across the face with his gun.  He and White Boy Bob then 
     both hit Ripley on the head until he goes down and stays 
     down.

                           MAURICE
                    (to WBB)
               You take the front stairs, I'll take 
               the back.

142   INT. RIPLEY'S BEDROOM - SAME                                142   

     As the maid jumps up and drags the burning covers from the 
     bed and sees Kenneth now, the bullet holes in his chest, 
     staring blankly back at him.  She then looks at Foley.

                           MAID
                    (cold)
               Where's Dick?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 145


                           FOLEY
               Downstairs.
                    (then)
               But wait here.  There's two more.

143   INT. UPSTAIRS HALLWAY - SAME                                143   

     As Foley starts out of the room and immediately hears...

                           WHITE BOY BOB
               Hold it, asshole!

     Foley sees White Boy Bob at the bottom of the stairs.

                           WHITE BOY BOB (CONT'D)
               Drop the gun.

     Nowhere to go, Foley has to comply.

                           WHITE BOY BOB (CONT'D)
               Now stay right there.  Don't move.

     White Boy Bob starts to jog up the stairs two at a time, all 
     the while keeping his eyes fixed on Foley.

                           WHITE BOY BOB (CONT'D)
               Maurice!  I got Foley!

144   INT. RIPLEY'S BACK STAIRCASE - SAME                         144   

     As Maurice starts up the backstairs...

                           WHITE BOY BOB
               Maurice!  Up here!

     ...and a moment later, Karen comes out of the kitchen into 
     the downstairs hallway -- just missing each other.

145   INT. STAIRCASE - SAME                                       145   

     As White Boy Bob gets maybe half way up when he catches a 
     toe on one of the risers and pitches forward.  Stupidly, he 
     tries to break his fall with the elbow of his gun hand and 
     ends up jamming his chin down onto the muzzle of his gun 
     which, unfortunately for him, goes off, firing a bullet 
     through his head and killing him instantly.

     To say the least, Foley is stunned by this freak accident.  
     He stands there looking at the dead bulk on the stairs.

                           FOLEY
                    (finally)
               You learn from doing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 146


     Foley bends down to pick up his gun and we see MAURICE COMING 
     UP THE BACK STAIRCASE, his gun raised, and now firing away...

     Foley is forced to jump back behind a pillar as Maurice keeps 
     firing at him, shots ricocheting off the pillar, the railing, 
     the wall...

146   INT. DOWNSTAIRS HALLWAY - SAME                              146   

     As Karen hugs the wall at the sound of gunshots, sees Ripley 
     lying on the floor of the study...

147   INT. UPSTAIRS HALLWAY - SAME                                147   

     As we hear CLICK as the breech opens on Maurice's now empty 
     .45 And now Foley steps out from behind the pillar and calmly 
     bends down, picks up his gun, Maurice still walking forward...

                           MAURICE
               Jack, you don't use a gun, do you?

                           FOLEY
               Not until recently.

                           MAURICE
                    (still coming)
               Nervous?

                           FOLEY
               A little.

                           MAURICE
                    (getting close)
               This kind of setup, you don't have 
               any idea what the fuck you're doing -- 
               do you?

                           FOLEY
               You're right.  So why take a chance--

     Foley pulls the trigger.  CLICK.  Maurice hesitates, surprised 
     that Foley would pull the trigger, then the two of them at 
     the same time rush each other, begin a messy mano a mano, 
     now using their spent guns as bludgeons.

148   INT. RIPLEY'S STUDY - SAME                                  148   

     As Karen carefully comes into the room, Ripley lets out a 
     low GROAN.  She's bending down to check him when HER PHONE 
     RINGS.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 147


149   INT. UPSTAIRS HALLWAY - SAME                                149   

     As Foley and Maurice grapple on the floor near the head of 
     the stairs.

150   INT. STUDY - SAME                                           150   

     As Karen answers her phone, checks Ripley...

                           KAREN
               Hello?

                           CRUZ
               We're a few minutes away.  Just sit 
               tight, stay outta the house till we 
               get there, understand?

                           KAREN
               Oh-kay...

151   INT. UPSTAIRS HALLWAY - SAME                                151   

     As Foley finally shoves Maurice down the stairs.  Maurice 
     rolls down a few steps, right over White Boy Bob, as...

     Foley gets up, runs back to the bedroom.

152   INT. RIPLEY'S BEDROOM - SAME                                152   

     As Foley enters, goes straight to Kenneth's body, begins 
     searching for the shotgun (lifting the covers, turning over 
     the body, etc) with no success...

                           FOLEY
               Shit...

153   INT. STAIRWELL - SAME                                       153   

     As Maurice attempts to prise the gun out from under the dead 
     bulk of White Boy Bob.

154   INT. RIPLEY'S BEDROOM - SAME                                154   

     As Foley, exasperated, stands back up...

                           MIDGE (O.S.)
               This what you want?

     Foley looks to where Midge stands -- now back in her bathrobe, 
     but more importantly, clutching the shotgun.  Foley crosses 
     and takes it from her, begins to stride out of the room, 
     when --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 148


                           MIDGE (CONT'D)
               It's empty.

     Foley just looks at her.

155   INT. STAIRWELL - SAME                                       155   

     As Maurice finally rolls White Boy Bob over, grabs the gun...

156   INT. RIPLEY'S BEDROOM - SAME                                156   

     As Foley sticks his hand in Kenneth's coveralls, comes out 
     with a shell, loads the gun, snaps it shut...

157   INT. STAIRWELL - SAME                                       157   

     As Maurice cocks the pistol, takes a step up the stairs...

                           KAREN (O.S.)
               Maurice--

     Maurice spins around, points his gun down at Karen, now 
     standing in the foyer, her own gun pointing up at him...

158   EXT. HOUSE - SAME TIME                                      158   

     As Raymond Cruz and several green-and-whites arrive...

159   INT. RIPLEY'S BEDROOM - SAME                                159   

     As Jack, about to exit, stops cold as he HEARS TWO GUNSHOTS, 
     then a BODY FALL.

     He stands still.  Not sure who was just shot.  After a long 
     moment, we then hear:

                           KAREN (O.S.)
               Jack?

     He sees Midge looking at him, closes his eyes, sags against 
     the wall.

                           KAREN (CONT'D)
               I know you're up there.

160   INT. FOYER - SAME                                           160   

     As Foley steps into the hallway, his ski mask now pulled 
     down over his face.  He holds Kenneth's shotgun in one hand 
     and his pistol in another.

                           KAREN
               Come on, Jack -- don't.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 149


                           FOLEY
               Pretend I'm somebody else.

                           KAREN
               You think I'd shoot you?

     Foley brings up the pistol and the shotgun.  AND NOW WE HEAR 
     THE SIRENS...

                           FOLEY
               If you don't, one of those guys will.

                           KAREN
               What're you now, a desperado?  Put 
               the guns down.

                           FOLEY
               I told you, I'm not going back.

     He raises the guns hip-high and we hear sounds behind Karen, 
     but she's quick to raise her hand, though she doesn't turn 
     or look around.

                           KAREN
               Don't do this.  Please.

     They stand there staring at each other.

                           FOLEY
               No more time outs.

     He raises the guns.  She sadly shakes her head.

                           KAREN
               You win, Jack.

     She fires and he falls to the staircase, dropping the guns, 
     grabbing hold of his right thigh.  And now Cruz and several 
     other cops enter... Karen motions them to stop...

                           CRUZ
               Karen, I told you not to--

                           KAREN
               Wait, I know him --okay?

     She goes up the staircase to where Foley is lying and gently 
     lifts the ski mask and looks at his sad eyes.

                           KAREN (CONT'D)
               I'm sorry, Jack, but I can't shoot 
               you.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 150


                           FOLEY
               You just did, for Christ sake.

                           KAREN
               You know what I mean.

     She glances about, makes sure no one can hear, then leans 
     closer to him.

                           KAREN (CONT'D)
               I wish things were different.  I'm 
               sorry, Jack.

     Foley looks like he's in pain.  He watches as she walks back 
     down the stairs.  As a couple of uniform cops rush past her 
     and pick up Foley, a shaky Ripley staggers into the foyer.

                           MIDGE
               Richard!

     She comes running down the stairs into his arms.  They 
     embrace.

     He looks at Foley over her shoulder...

                           RIPLEY
                    (sympathetic)
               Listen, Jack...
                    (but then)
               What'd you do with my diamonds?

     Foley just looks at him.

161   EXT. BUSY STREET - NIGHT                                    161   

     As Buddy pulls the van into an alley.  He jumps out, jogs 
     back to the street and hails a cab...

162   INT. CAB - SAME                                             162   

     Buddy suddenly gets in, bangs on the bulletproof glass.

                           BUDDY
               The airport.

     The cab pulls away.  Buddy glances up front, then pulls the 
     Ziploc bag from his coat and holds it up.  There's a bit of 
     water in along with the diamonds.  A tiny fish swims in the 
     water.  Something about this makes Buddy smile as we...

                                                     DISSOLVE TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 151


163   EXT. KAREN'S HOTEL - MORNING                                163   

     The sun is out.  The sky is clear.

                           KAREN (V.O.)
               They don't know yet if they want to 
               bring him up on the homicides.

164   INT. KAREN'S HOTEL ROOM - MORNING                           164   

     Karen on the phone.  Her suitcase on the bed.

                           KAREN
               I doubt if they will.  The Bureau's 
               put a detainer on him, so when they're 
               through with him here he'll go back 
               to Florida.

165   INT. MARSHALL SISCO'S SITTING ROOM - SAME                   165   

     Marshall on the phone...

                           MARSHALL
               You gonna go get him?

                           KAREN
               It's possible.  Why?

                           MARSHALL
               I was just thinking... you could 
               have a nice time with him on the 
               plane -- like picking up where your 
               interlude, or whatever you call it, 
               left off.  And then throw him in the 
               can.

                           KAREN
               He knew what he was doing.  Nobody 
               forced him to rob banks.

                           MARSHALL
               My little girl, the tough babe.

     Karen hangs up, stares thoughtfully out the window.

166   INT. PRISON CELL - DAY                                      166   

     Where Foley stands staring out of his window.

                           VOICE
               Foley.

     As Foley turns around and faces a FEDERAL MARSHAL in the 
     doorway, we see that Foley's hands and feet are shackled.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 152


167   INT/EXT. PRISON STATION GARAGE - DAY                        167   

     The Marshal leads Foley from the building to where a black 
     government van waits.  The Marshal helps Foley inside.

                           FEDERAL MARSHAL
               Have a nice trip.
                    (looks OS)
               I'll get the other one.

168   INT/EXT. VAN - SAME                                         168   

     As Foley sits down, stares at the floor.  He looks depressed.

     We hear the front door open, then close.

                           KAREN (O.S.)
               Jack?

     He looks to where Karen looks at him through a steel grate 
     that separates the front from the back.

                           KAREN (CONT'D)
               I got you a present, something for 
               the road.

     She pushes A ZIPPO THROUGH the grate.

                           KAREN (CONT'D)
               I have to take it away, though, soon 
               as the ride's over.

     Before Foley can say anything, the back door is opened once 
     more and the Marshal helps ANOTHER PRISONER -- a black man 
     with a shaved head -- into the back of the van.

                           FEDERAL MARSHAL
               Jack Foley meet Hejira Henry.

     An annoyed Foley stares at the guy as the marshal shuts the 
     door then gets in up front with Karen.

                           FOLEY
               Hejira?  What kinda name is that?

                           HEJIRA
               Islamic.

                           FOLEY
               What's it mean, "No Hair"?

                           HEJIRA
               The Hejira was the flight of Mohammed 
               from Mecca in 622.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 153


                           FOLEY
               The flight?

                           HEJIRA
               The brothers in Leavenworth gave me 
               the name.

                           FOLEY
               You were at Leavenworth, huh?

                           HEJIRA
               For a time.

                           FOLEY
               Meaning?

                           HEJIRA
               Meaning time came, I left.

                           FOLEY
               You busted out?

                           HEJIRA
               I prefer to call it an exodus from 
               an undesirable place.

                           FOLEY
                    (interested now)
               And how long was it before they caught 
               up with you?

                           HEJIRA
               That time?

                           FOLEY
               There were others.

                           HEJIRA
               Yeah.  That was the ninth.

                           FOLEY
                    (really interested)
               The ninth?

                           HEJIRA
               Ten, you count the prison hospital 
               in Ohio I walked away from.

                           FOLEY
               You must be some kinda walker, Henry.

                           HEJIRA
               Hejira.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 154


                           FOLEY
               And so now you're off to Glades.

                           HEJIRA
               Apparently, yeah.  I was supposed to 
               leave last night with the lady 
               marshal, but for some reason she 
               wanted to wait.

                           FOLEY
                    (looks at Karen)
               She did, huh.

                           HEJIRA
               Cheaper I guess, take us both down 
               in one van.

                           FOLEY
               Yeah, could be.  Or maybe she thought 
               we'd have a lot to talk about.

                           HEJIRA
               Like what?

                           FOLEY
               I don't know.
                    (then)
               It's a long way down to Florida.

     Foley glances at her, then turns back to Heiira Henry and 
     considers the guy; a smile on Foley's face, his spirits a 
     little higher than when he first sat down, as we then...

                                                 CUT TO BLACK    

                               The End