TITLE: SEPTEMBER 26, 1933.

               INT. INDIANA STATE PRISON, MICHIGAN CITY, INDIANA - LINE OF 
               CONVICTS

               Men wear striped cotton uniforms. Each man is against the 
               back of the man in front. They wait. It's freezing. The prison 
               is on silence. Not a word may be spoken. Guards wear large 
               overcoats. They bark a command. The line of striped convicts 
               marches forward in mandated, perfect lock step: right, then 
               left. Regimentation is designed to crush the spirit. These 
               are hard men with shorn hair, broken noses, eyes frozen 
               forward. "Eyeballing" gets you beaten, thrown in the hole. 
               In some of the eyes we SEE a cold ferocity, spirits that are 
               unsurrendered. Like Alcatraz, Leavenworth, and Sing Sing, 
               this is the end of the line.

               PRISON GUARDS

               in visored black caps, black Sam Browne belts, and warm 
               overcoats with three-foot long billy clubs watch the line, 
               poised to unleash.

               AMONG THE HARD MEN ARE ...

               HARRY "PETE" PIERPONT (32), 6 foot 1 with eerie blue eyes.  
               Brilliant, violent, he hates all authority.

               CHARLES MAKLEY (44), squat with an anvil jaw, facial scars 
               and as calm as Pierpont is volatile.

               HOMER VAN METER (27), an incorrigible clown and an unemotional 
               killer. He would continue to ridicule guards even when it 
               cost him months in the hole.

               THESE THREE

               with an older man, WALTER DIETRICH, are in the syncopated 
               footfall of the 7am workline to the prison Shirt Factory ...

               EXT. BRICK STREETS OF MICHIGAN CITY, INDIANA (LOCKPORT)

               is parked at the curb. It waits.

               INT. NASH "RED" HAMILTON (34) (LOCKPORT)

               looks at his watch. With his meticulously parted red hair, 
               he might a bank president. It's 6:55 a.m.

                                     HAMILTON
                         Time.

-----------------------------------------------------------------------------------------------------
                                                                         2.


               Thirty year old JOHN HERBERT DILLINGER is the backseat. He 
               nods. His arms are behind him. We don't know why. Red starts 
               the car and drives forward.

                                                                    CUT TO:

               INT. INDIANA STATE PRISON, SALLYPORT - TURNKEY (STATESVILLE) 

               watches in the observation window (room to the east of  
               sallyport) the Nash pull into the parking area in front of 
               the prison. Hamilton jerks a handcuffed Dillinger out of the 
               backseat and pushes him forward towards the sallyport.  
               Hamilton's wearing a star. Turnkey goes to sallyport itself 
               and opens the gate with a button. 

                                     TURNKEY
                              (opening up)
                         Morning.

               Hamilton shoves Dillinger inside. Hamilton (greenscreen) 
               SEES thru a barred window into the changing room.  

               OVER HAMILTON - FIVE GUARDS (JOLIET)

               Play poker. Beyond them yard.  the barred entrance to the 
               prison 

               ON DILLINGER (STATESVILLE)

               As the exterior bars lock behind, this is the last place 
               John Dillinger wants to have entered. Meanwhile ...

               INT. INDIANA STATE PRISON - THE SHIRT FACTORY: STACKS OF 
               BOXES (JOLIET)

               and bolts of fabric wait for the line of convicts from Sc. 
               Cl. 7am. A KLAXON sounds. Door opens. Convicts enter. Walter 
               Dietrich goes right to the stacks and selects a box with an 
               "X" crayoned on the side. It's labeled "Thread."

               "THREAD" BOX

               arrives with Dietrich at a busy work station with Pierpont, 
               Makley and Van Meter. Under spools we REVEAL surreptitiously 
               four Colt .45 automatics with loaded magazines.

               GUARD DAINARD

               is approached by Pierpont, who suddenly shoves the .45 in 
               his face.

                                     PIERPONT
                         Line up! Line up ... I'll blow your 
                         damn head off!

-----------------------------------------------------------------------------------------------------
                                                                         3.


               Dietrich, Van Meter and Makley control THREE MORE GUARDS. ED 
               SHOUSE, JIM LESLIE and EARL ADAMS - three other Cons - join 
               the escape armed with makeshift clubs and shivs.  Meanwhile...

               INT. SALLYPORT - TURNKEY (JOLIET)  

               Examines Dillinger a second time ...

                                     TURNKEY
                         You just got paroled out of here. (I 
                         thought Warden Kunkle gave you his 
                         lecture on "the road called 
                         straight.") When was that?

                                     DILLINGER
                         Eight weeks ago.

                                     TURNKEY
                         Dillinger? John Dillinger?

                                     DILLINGER
                         That's right. My friends call me 
                         "John".  But a sonuvabitch screw 
                         like you better say "sir" to me. 
                         "Yessir, Mister Dillinger."

               Dillinger's insubordination surprises Turnkey. He turns to 
               "Sheriff" Hamilton as Dillinger's cuffs fall away behind his 
               back and he swings up and cracks the barrel of a Thompson 
               subrnachine gun across the back of Turnkey's head to get his 
               attention while Hamilton aims the sawn-off semi-auto shotgun 
               through the bar to the one Guard who came from the poker 
               table to open the door.

                                     RED/DILLINGER
                         Against the wall! Get your hands up!
                         Get'em up!  Branky!  Open the goddarm 
                         gate or I'll blow you in half!

               As Hamilton and Dillinger step through towards the stunned 
               poker players/guards, at the opposite end of the room... 

               THE YARD GATE

               is keyed open by Guard Dainard with Pierpont's .45 in his 
               back. (B-CAM start on .45 in Dainard back. Then go to 
               Dainard's key in lock and open the door.) Convicts flood in  
               led by Pierpont and Makley and the others. Pierpont kicks 
               over the poker table. Shouse chases one guard to the holding 
               cell bars. Escapees throw the Guards against the wall with 
               pent-up rage.

                                     MAKLEY/VAN METER
                              (to the Guards)
                         Undress! Get your damn clothes off!

-----------------------------------------------------------------------------------------------------
                                                                         4.


               The guards undress. Dillinger leaves changing room once re- 
               dress process has begun. Red follows. 

                                     DILLINGER
                              (to Dietrich and Van 
                              Meter)
                         Walter, there's a black Nash out 
                         front ...
                              (to Shouse, Adams, 
                              Leslie)
                         You guys hit the front gate? You 
                         guys are on your own.

               REAR ON DILLINGER (STATESVILLE)

               Crossing back into the sally port to look out and check the  
               escape route to the Nash. It's clear.

               Hamilton conceals his weapon and exits.

               EXT. SALLY PORT HAMILTON (STATESVILLE)

               Tense but calm, he crosses the front lawn. So far, so good.

               See the Guard Tower loom above Red. Plus WIDE from OVER Guards 
               looking elsewhere while below Red is exposed and vulnerable. 
               Meanwhile ...

               INT. CHANGING ROOM- CU: SHOUSE'S GUARD (JOLIET)

               He takes his time undressing in front of Shouse who wants 
               his pants, too.

                                     SHOUSE
                         Hurry up! C'mon!

               This Guard gives Shouse an insolent look.

                                     SHOUSE (CONT'D)
                         You eyeballing me, you son of a bitch?

               Shouse hammers the Guard's head with a length of steel pipe 
               in an explosion of rage. Guard goes down. Shouse goes wild 
               and caves in his skull, again and again, releasing years of 
               anger.

                                     PIERPONT
                         Cut it out Shouse!

                                     DILLINGER
                              (turns from open door)
                         Shouse!!

-----------------------------------------------------------------------------------------------------
                                                                         5.


               MEANWHILE - CLOSE DAINARD

               thinks that once the killing's begun, he will die ... He 
               grabs for Homer Van Meter's .45.

               Van Meter SHOOTS Dainard. Dainard's knocked to the floor.

               Silence. Blood pools. A SIREN SCREAMS. Meanwhile ...

               EXT. FRONT YARD - RED (STATESVILLE)

               looks up, He checks the guard tower, but ...

               RED'S POV: TOWER GUARDS ARE LOOKING INTO THE PRISON INTERIOR

               where the shots came from.

               OPTIONAL: INT. GUARD TOWER

               the walk.  on guards looking down behind

               EXT. FRONT YARD DILLINGER

               Arrives, takes Red's position to cover his pals' escape. Red 
               gets in the Nash... 

               ESCAPEES

               don't complete their disguises. Half-dressed guards' uniforms, 
               they crash outside ...

               EXT. FRONT YARD - ESCAPEES

               Sprint across the open yard in all directions.

               INT. TOWER - TOWER GUARDS #1 + #2 + #3

               turn, see, and immediately open up. CRACK CRACK CRACK!  Jim  
               Leslie falls, the top of his head taken off. Earl Adams runs 
               on and gets away. Tower Guard FIRES towards Red and Nash and

               EXT. FRONT YARD - WIDE REAR ON DILLINGER

               STOPS AND DIRECTLY takes on the Tower Guard. Exposed, he 
               aims and coolly lays down rounds, FIRES at the tower, forcing 
               the Guards to cover. He changes magazines, backs to the 
               Nash/CAM. It's a measure of Dillinger as a hard man, ready 
               to go toe to toe in lethal combat. Meanwhile, Hamilton's in 
               the Nash, starting it.

               INT. WEST TOWER GUARD #1 

               Is hit. #2 cowers under Dillinger's FIRE as ...

                

-----------------------------------------------------------------------------------------------------
                                                                         6.


               EXT. FRONT YARD - PIERPONT'S  

               Running with the older Dietrich FIRING his .45.

               INT. RED'S NASH - ON MAKLEY + SHOUSE Ll 

               Tumbling in. Dillinger and Van Meter FIRE at the West Tower. 

               Dillinger's full auto fire suppresses the Tower Guards so 
               that ...

               PIERPONT + DIETRICH

               can get to the Nash.

               EXT. STREET - NASH

               takes off. Dillinger's on the running board by the driver.

               His Thompson ROARS, covering Pierpont, who's hauling Dietrich 
               into the backseat.

               BANG!

               Dietrich is hit in the neck by rifle FIRE from the East Tower.

                                     DILLINGER
                         Walter!

               Dillinger and Pierpont grab Walter's arms. He's paralyzed. 
               He drags on the street. They try to pull him into the moving 
               car.

               Dietrich's hopeful eyes look up at them. Then eyes glaze 
               over. He's dead and they know it. They let him go.

               EXT. STREET -DIETRICH'S

               body remains in the center of the street. The Nash picks up 
               speed.

               INT. NASH - HAMILTON

               drives like he has no nerves. Totally focused. Hamilton is 
               the best getaway, or "git" driver in the country.

               DILLINGER'S

               Thompson's empty. He pulls his .45. He shoves it under 
               Shouse's chin.

                                     DILLINGER
                         Walter's dead 'cause of you, you 
                         dumb son of a bitch!

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     SHOUSE
                         Bastard wouldn't do what he was told, 
                         Johnny .... Pete? Homer?

                                     VAN METER
                         Let him have it.

                                     PIERPONT
                         Up to you. Dietrich was your pal.

               Dillinger sees abject fear in Shouse's eyes. Dillinger's 
               mood swings. He lowers the .45 ... Then, he snaps the butt 
               across Shouse's face. Breaks Shouse's cheekbone. Dillinger 
               slams the heavy butt dead center, smashing Shouse's orbital 
               socket.

               Dillinger opens the door and kicks Shouse out of the moving 
               car.

               EXT. FARM ROAD - SHOUSE

               bounces and rolls across the road into a field. The Nash 
               races away into the distance.

                                     DILLINGER
                         How far's the farm?

                                     HAMILTON
                         2.6 miles.

                                                                    CUT TO:

               EXT. PERU, INDIANA - CROSSROADS: IMPATIENT JOHN DILLINGER 
               LATER -

               Watches the roads for pursuit. Dust Bowl America. 1933. Lunar 
               landscape.  CAMERA MOVES ACROSS brown dunes that half cover 
               a wind-blasted farm house.

               INT. FARM HOUSE - PIERPONT, MAKLEY + VAN METER

               hurriedly pull on double breasted suits and shovel down hot 
               cereal at a kitchen table. A busted-out farmer, EDWIN NORRIS, 
               pours coffee into a thermos. A WOMAN at a stove quickly makes 
               fried eggs into sandwiches and wraps them in newspaper.

                                     PIERPONT
                         Okay ... ? Let's go ...

                                     VAN METER
                              (re clothes)
                         Burn those ... okay honey?

-----------------------------------------------------------------------------------------------------
                                                                         8.


               EXT. FARM - A TODDLER

               in a torn smock approaches the Nash and a dust-covered Pontiac 
               parked behind it.

               THE WOMAN

               brings out the sandwiches. She looks 40 but is 20. Edwin 
               Norris is at the door.

                                     DILLINGER
                              (takes two)
                         Thank you, ma'am.

               Dillinger's lopsided smile is charming.

                                     EDWIN NORRIS
                         She's Miss. That's my daughter, Viola.  
                         That'll be eight dollars.

               Viola pulls her toddler brother out of the Nash. Dillinger 
               peels off a $20.

                                     EDWIN NORRIS (CONT'D)
                         Can't change that ...

                                     DILLINGER
                         Well, then, keep the change.

               $12 is a lot of money in 1933. Grateful, Norris goes inside,

               Dillinger, moving past Viola on the way to the Nash... 

                                     VIOLA
                              (low)
                         Take me with you, mister.

               She a hand on forearm. Pierpont, Homer and Makley run for 
               the Pontiac. 

                                     DILLINGER
                         I'm sorry, honey.

               It bothers Dillinger to turn down the girl. Why, is apparent 
               later.

               INT. NASH - DILLINGER'S

               In and the Nash pulls out. He looks back to see Viola 
               wistfully watching them. The toddler reaches for Viola's 
               hand. She pushes the child away. Dillinger hates seeing the 
               kid rejected.

-----------------------------------------------------------------------------------------------------
                                                                         9.


                                     HAMILTON
                         Kid didn't fool with anything, did 
                         he?

               Dillinger, looking back at the boy and the girl, hasn't heard.

                                     HAMILTON (CONT'D)
                         Johnny? All there?

               Dillinger lifts the coats on the backseat: their weapons are 
               as they were.

                                     DILLINGER
                         All here.
                              (changes up)
                         Let's go to Chicago and make some 
                         money.

               The speeding cars throw up tails of dust as they drive west 
               to Chicago.

                                                                    CUT TO:

               EXT. THICK WOODS NEAR EAST LIVERPOOL, OHIO - A MAN - DAY

               moves quickly through woods. They run downhill. He wears 
               expensive hunting clothes. He carries an 8mm Mauser sports 
               rifle with a slim forestock and wrist and a turned-down bolt 
               handle. It's the best rifle made in 1933.

               HE IS MELVIN PURVIS (30)

               cleancut and handsome. A square jaw. Chester Gould modelled 
               Dick Tracy's proile after Purvis. He's not big, but he's 
               tenacious. He's an incarnation of the social elite of his 
               time: white, Southern patrician and a Christian gentleman.

               With Purvis are Special Agents WARREN BARTON (31) and Purvis's 
               friend CARTER BAUM (29).

               They have a harder time in the steep woods. They're chasing 
               someone. They are guided by East Liverpool police chief, 
               FULTZ.

               BOTTOM OF THE HILL - PRETTY BOY FLOYD (29)

               is a big-boned country boy. His blue suit is mud-streaked 
               from his slide down the hill. He carries a Thompson submachine-
               gun with a drum magazine, and he is running for his life.

               PURVIS, FULTZ, BAUM + BARTON

               race after him.

-----------------------------------------------------------------------------------------------------
                                                                        10.


               MUDDY PATH - FLOYD

               half runs, half slips in his dress shoes. Ahead is a cleared 
               orchard. Floyd leaps the fence ...

               WOODS - PURVIS

               jumping over fallen trees ...

               EXT. MIDDLE OF THE ORCHARD

               of apple trees. Floyd's three hundred yards ahead. He zigzags 
               for a deeper forest at the far end. If he can reach it, he 
               has a chance.

               PURVIS

               breaks into the clear.

                                     PURVIS
                         Floyd! Halt!

               Purvis aims the Mauser. Perfect form. Floyd zigzags. Purvis 
               FIRES, misses. Floyd opens up with the Thompson -- wildly at 
               that range.

               .45s splinter nearby branches. Fultz, Baum and Barton seek 
               cover. Purvis works the bolt and chambers another round.

               Floyd is 10 yards from the sheltering forest.

               Purvis kneels onto his right knee. On his upraised left knee 
               he braces his left elbow. He inhales. Starts a smooth squeeze. 
               Halfway through the exhale he FIRES. Floyd's right arm flies 
               up. He's punched forward and crashes to the ground.

               FLOYD

               regains consciousness. Purvis is running in. Floyd's left 
               hand pulls a .45.

                                     BAUM
                         Look out, Melvin!

               Purvis kicks the .45 out of his hand.

                                     PURVIS
                         Pretty Boy Floyd ... You're under 
                         arrest.

               Floyd sits up to see the massive exit wound. His right lung 
               and liver are shot through. He falls back.

-----------------------------------------------------------------------------------------------------
                                                                        11.


                                     FLOYD
                              (rasps)
                         I'm Charles Floyd. Who are you?

                                     PURVIS
                         Melvin Purvis Bureau of Investigation.
                              (beat)
                         Where's your friend Harry Campbell?

                                     FLOYD
                         Ain't gonna tell you shit.

               Floyd looks at the sky.

                                     FLOYD (CONT'D)
                         And I believe you have killed me. So 
                         you can go and rot in hell, you 
                         sonofabitch.

               He lapses, goes cold and dies.

                                                                    CUT TO:

               INT. KITCHEN CAROLE SLAYMAN - DAY (EAST CHICAGO, INDIANA)

               CAROLE SLAYMAN is 33 with green eyes and peroxide blonde 
               hair and bounces down the stairs in a black robe. She crosses 
               through a white kitchen past TWO GIRLS in kimonos. A scarred, 
               African-American bouncer of 50 named SPORT enters ...

                                     SPORT
                         He jus' pulled in.

               EXT. REAR YARD - CAROLE

               sees Dillinger's Pontiac stop in the backyard. It's secluded 
               by a hedge from the street. It's followed by the Plymouth 
               with Pierpont and Van Meter in suits and prison haircuts.

                                     CAROLE
                         Johnny!

               Dillinger cradles the Thompson in his arm and crosses to 
               her.

                                     DILLINGER
                              (to Hamilton)
                         Hey, Red, call Oscar.

                                     HAMILTON
                         Okay. And Berman? Wanna switch-out 
                         the "shorts"?

-----------------------------------------------------------------------------------------------------
                                                                        12.


                                     DILLINGER
                              (adds)
                         Get a Chrysler and an Essex.
                              (to Carole)
                         Hi, doll ... missed you like nobody's 
                         business.

               He half picks her up with one arm around her waist.

                                     DILLINGER (CONT'D)
                              (to Carole)
                         Get a hold of Marty?

                                     CAROLE
                         Sure did ...
                              (laughing)
                         Put me down!

                                     VAN METER
                         Where those gals?!

               As Homer and Pierpont head inside ...

               INT. REAR GARAGE - OSCAR LIEBOLDT - LATER

               OSCAR's a 50 year old German gunsmith. Dillinger rapidly 
               field strips his Thompson.

                                     DILLINGER
                              (re main spring)
                         ... main spring's too tight. Jammed 
                         twice, Oscar.

                                     OSCAR
                         ... I cut off one coil.

                                     DILLINGER
                         And it rides up and to the right.

                                     OSCAR
                              (re Cutts compensator)
                         I widen port ...

               CAROLE APPEARS ON REAR PORCH ACROSS THE YARD. SHE SIGNALS TO 
               JOHNNY.

               Dillinger rises as a 1933 Chrysler and an Essex Terraplane 
               drive in. Out of the Essex steps HARRY BERMAN, a Cicero, 
               Illinois auto dealer for the Syndicate. (Berman will switchout 
               the Dillinger Gang's work cars or "shorts.")

                                     PIERPONT
                         Hiya Harry ...

               DILLINGER

-----------------------------------------------------------------------------------------------------
                                                                        13.


               tosses Pierpont a rubber banded roll of bills, which he hands 
               to Harry while...

               INT. KITCHEN - DILLINGER

               Enters the kitchen. MARTIN ZARKOVICH is there. He looks up.  
               He wears a police badge and a .38 in a shoulder holster.  He  
               is a corrupt detective in the East Chicago, Indiana Police 
               Department.

                                     ZARKOVICH
                         Johnny! How are ya?

               With him is ANNA SAGE, a 40 year old well-dressed madam. She 
               kisses Johnny on the cheek.

                                     DILLINGER
                         Good and so are you. Christmas is 
                         coming early this year.
                              (fat envelope of cash)
                         Extra cake's in here for you and 
                         Anna.
                              (beat)
                         Still in Hammond, doll?

                                     ANNA SAGE
                         I'm in Chicago on North Halstead 
                         now.  Come on by ...

                                     DILLINGER
                         Marty, tell me that me and my boys 
                         are okay ...

                                     ZARKOVICH
                         Long as you stay in East Chicago, 
                         you're in safe haven.

               Dillinger tosses Marty the envelope. This is Dillinger's 
               support and resupply network.

               INT. CAROLE'S BEDROOM- DILLINGER'S -LATER

               in an armchair with his shoes off and his feet on a hassock.

               Paul Whiteman's Big Band is on the console radio. Carole 
               enters and slides onto his lap and snuggles into his shoulder. 
               John glows with the affection.

                                     CAROLE
                         Wanna go out for a few drinks and 
                         some laughs ... ?

-----------------------------------------------------------------------------------------------------
                                                                        14.


                                     DILLINGER
                         No. I want to sit here with you, 
                         baby, stay home and listen to the 
                         radio ...

               John Dillinger seems to want to be a middle-class husband 
               with his little wife Betty. And it feels out of place ...

                                                                    CUT TO:

               INT. CONGRESSIONAL HEARING ROOM - J. EDGAR HOOVER - DAY

                                     MCKELLAR
                              (to Hoover)
                         Why do we need this?

                                     HOOVER
                         Because this government must wage a 
                         war on the wave of crime and 
                         lawlessness sweeping across this 
                         land.

               J. EDGAR HOOVER is a physically short man but has a dynamic 
               presence. He is a dapper patrician who believes in elites. 
               He is completely free from self-doubt. He is youthful and 33 
               years old.

               SUYDAM and TOLSON sit next to him.

               MCKELLAR is Chairman of the Senate Appropriations 
               SubCommittee.

               He's an avuncular man of 62.

                         MCKELLAR
                 So you're looking for 
                 a budget increase to 
                 build up your 
                 department. But by my 
                 tally your Bureau of 
                 Investigation spends 
                 more taxpayer's dollars 
                 catching crooks than 
                 what the crooks you 
                 catch stole in the 
                 first place ...

                                                       MCKELLAR (CONT'D)
                                               Across this land, are people 
                                               who've lost their life's 
                                               savings and have no jobs 
                                               and by my tally, Director 
                                               Hoover, you want to spend 
                                               more taxpayers dollars 
                                               catching crooks than what 
                                               the crooks you catch stole 
                                               in the first place ...

                                     HOOVER
                         That's ridiculous. The Bureau's 
                         apprehended kidnappers, bank robbers, 
                         who have stolen up to ...

                                     MCKELLAR
                         Really? How many criminals you 
                         apprehended?

-----------------------------------------------------------------------------------------------------
                                                                        15.


                                     HOOVER
                         We've arrested and arraigned 213 
                         wanted felons ...

                                     MCKELLAR
                         No. I mean you. How many?

                                     HOOVER
                         As Director I administer ...

                                     MCKELLAR
                         No. How many have you arrested?
                         Personally.

                                     HOOVER
                         I. I've never arrested anybody.

                                     MCKELLAR
                              (incredulous)
                         You never arrested anybody?

                                     HOOVER
                         I'm an administrator.

                                     MCKELLAR
                         With no field experience.

               For once Hoover is silent.

                                     MCKELLAR (CONT'D)
                              (continuing)
                         You are shockingly unqualified, aren't 
                         you, sir?  You have never personally 
                         conducted a criminal investigation 
                         in the field in your life.

               Others in the room stare at Hoover. McKellar leans back ...

                                     MCKELLAR (CONT'D)
                              (continuing)
                         I think you are a front. I think 
                         your prowess as a lawman is a myth 
                         created from a hoopla of headlines 
                         by Mr. Suydam, your publicist, there 
                         ... with crimebusters and G-men with 
                         you set up as Czar. And that is 
                         runnin' wild in my estimation ...

                                     HOOVER
                         Crime is what runs wild!  Criminals, 
                         who flee in fast automobiles across 
                         state lines thereby defeating 
                         jurisdiction because there is no 
                         federal police force to stop them. 
                         And ...

-----------------------------------------------------------------------------------------------------
                                                                        16.


                         MCKELLAR 
                 And if the country 
                 required an expanded 
                 Bureau to be more 
                 effective, I would 
                 question whether you 
                 are the person fit to 
                 run it because ...

                                                       MCCKELLAR
                                               And if the country required 
                                               such a Bureau, I would 
                                               question you are the person 
                                               fit to run it ...

                                     HOOVER
                         I won't be judged by a kangaroo court 
                         of venal politicians ...

                                     MCKELLAR
                              (slams gavel)
                         Because you have allowed these outlaws 
                         to flourish unabated.
                              (slam)
                         Your appropriation request is denied.

               The hearing's over.

               INT. U.S. CONGRESS, CORRIDOR- J. EDGAR HOOVER -DAY

               walks fast through the corridor of congressmen. He talks 
               over his left shoulder to Suydam and Tolson who are pulling 
               on coats. Hoover carries his. They struggle to hear him ...

                                     HOOVER
                              (to Suydam)
                         Does he use prostitutes? Was he soft 
                         on the Reds in 1919? Peppy stuff 
                         like that.  Find out. Feed the 
                         following to Walter Winchell: 
                         "McKellar's a Neanderthal. He's on a 
                         personal vendetta to destroy me."
                              (beat)
                         We will not fight McKellar in his 
                         committee room. We will fight him on 
                         the front page.
                              (to Tolson)
                         Where is Dillinger?

                                     TOLSON
                         Spotted in Hammond, Indiana.

                                     HOOVER
                         How long ago?

                                     TOLSON
                         Yesterday. Another sighting has him 
                         on the Lincoln Highway in Ohio heading 
                         towards Cincinnati.

-----------------------------------------------------------------------------------------------------
                                                                        17.


                                     HOOVER
                              (decides)
                         He's in Hammond. Heading to Chicago...

                                     SUYDAM
                         How do you know?

                                     HOOVER
                         You can have fun in Chicago. What 
                         the hell's there to do in Cincinnati?

               INT. HOOVER'S PRIVATE OFFICE -MELVIN PURVIS

               waits. Hoover - in his overcoat enters. Purvis is gestured 
               to follow. Like an electric current switched on, sudden mood 
               change by Hoover as he hangs up his coat ...

                                     HOOVER
                              (brilliant)
                         Agent Purvis, congratulations.

                                     PURVIS
                         Thank you sir. May I ask why?

                                     HOOVER
                         Pretty Boy Floyd, for which you have 
                         my commendation and personal 
                         gratitude.  Second, you are, as of 
                         this moment, the Special Agent in 
                         Charge of the Chicago field office. 
                         Your task will be to get John 
                         Dillinger.

               Purvis is imbued. Henry Suydam enters ...

                                     SUYDAM
                              (to Hoover)
                         They're ready for him.

                                     HOOVER
                              (pensive)
                         This is Henry Suydam. He is our expert 
                         in press relations.

               INT. BUREAU OF INVESTIGATION - HOOVER ESCORTS PURVIS THROUGH 
               THE OPEN PLAN OFFICE

               Tolson Suydam follow.

                                     HOOVER (CONT'D)
                         Are you up to this task, Mr. Purvis? 

                                     PURVIS
                         Absolutely, sir.

-----------------------------------------------------------------------------------------------------
                                                                        18.


                

               It's like the "Corporate Office of the Future" designed by 
               Albrecht Speer. Agents are at grey metal desks dressed 
               identically in dark suits, white shirts, dark ties. No 
               personal effects. The individual is reduced to a component 
               in a gleaming machine.

               EXT. JUSTICE DEPARTMENT - HOOVER, PURVIS, SUYDAM + TOLSON

               enter from the interior. Suydam positions Hoover and Purvis 
               at the top of the stairs in front of a gathering of 
               photographers, newsmen and Movietone and Liberty Newsreel 
               crews. They are anxious to get pictures and quotes from the 
               hero of the hour, Melvin Purvis. Purvis' look indicates that 
               he was unaware of any of these arrangements.

                                     HOOVER
                              (nods; then:)
                         Today, with President Roosevelt's 
                         support, I am declaring the United 
                         States of America's first War on 
                         Crime.

               Flashbulbs pop.

                                     HOOVER (CONT'D)
                         And I'd like to introduce one of our 
                         finest "G-Men," Agent Melvin Purvis. 
                         I've just made Agent Purvis head of 
                         the Chicago office.

               Hoover turns into profile and shines his best smile and shakes 
               hands with Purvis. Flashbulbs pop. Hoover steps aside so 
               that Purvis can answer the questions...

                                     REPORTER #1 
                         Mr. Purvis. How did you run down 
                         Pretty Boy Floyd?

                                     PURVIS
                              (Dry)
                         Well ... through a cornfield.
                              (light laughter)

               Reporters laugh. They like his dry wit.

                                     REPORTER #2
                         People say John Dillinger is a lot 
                         smarter and a lot tougher.

                                     PURVIS
                         We'll get him.

-----------------------------------------------------------------------------------------------------
                                                                        19.


                                     REPORTER #3
                         What makes you so sure?

                                     PURVIS
                         We have two things Dillinger does 
                         not.

                                     REPORTER #2
                         What are they?

                                     PURVIS
                         The Bureau's techniques of fighting 
                         crlme scientifically. And the 
                         visionary leadership of our Director 
                         J. Edgar Hoover.

               Hoover likes him. Ad lib interview continues. Aside ...

                                     TOLSON
                              (whispers)
                         Our own Clark Gable.

                                     HOOVER
                         Mr. Tolson, when he's done let him 
                         know if he needs anything you will 
                         get it for him.
                              (brilliant smile)
                         And tell him he may call me J.E.

               Hoover leaves. Tolson waits in REAR SHOT watching the 
               controlled media event.

               INT. AMERICAN BANK AND TRUST COMPANY REAR SHOT

                                                                    CUT TO:

               Three men in long overcoats - Pierpont, Makley and Dillinger -  
               enter. To the casual observer they might appear as bank  
               examiners. Makley heads towards Tellers' cages.  Pierpont  
               hangs near the entrance. They stall as Dillinger crosses to 
               rear safe, leaps a marble railing and grabs GROVER WEYLAND.

               Grover almost falls over. Then Pierpont slams down a Guard 
               at a table. He and Makley pull Tommy guns from coats and 
               announce "It's a stick-up!"

               Meanwhile Dillinger propels Weyland towards the vault.

                                     DILLINGER
                         Let's play a game, Mr. President. 
                         It's called spin the dial.

               As he spins him around in front of him and shoves him  
               forward. Their tactics are shock and speed: to get people to  
               comply before they can think. Just then an alarm sounds.

-----------------------------------------------------------------------------------------------------
                                                                        20.


                                     DILLINGER (CONT'D)
                              (starts stopwatch, 
                              shouts to crew)
                         Three minutes!

               Dillinger's crew is non-plussed. As Dillinger and Weyland 
               cross to the vault, we SEE ...

               PIERPONT

               the Lobby Man.

                                     PIERPONT
                         You! Sit down! You too. And you!  
                         ... don't get in our way and you'll 
                         be okay.

               His back is to the front door. He controls the customers on 
               the inside. Women are seated on the floor. Men stand.  It's 
               well-ordered.  Pete doesn't worry about his back because...

               EXT. BANK + STREET - HOMER VAN METER

               is the Lookout. His back is to the front door. His job is to 
               control the people outside the bank on the street. His BAR 
               is hidden by his coat. Crowds start to gather across the 
               street because of the alarm. Homer backs to the wall as if 
               he, too, is a curious pedestrian. Homer's focused. He is 
               rock steady.

               INT. BANK - MAKLEY - DAY

               is rifling the tellers' drawers. He shovels cash into a canvas 
               bag. The Tellers stand aside.

               INT. BANK- NEAR VAULT (BASEMENT) -DILLINGER'S

               reached the vault with Weyland. Weyland obstinate, believing 
               he's clever - hesitates, pretending to search for the key.

                                     WEYLAND
                         Perhaps it's one of these ...

               Dillinger has the Thompson in his right hand, covering half 
               the customers so Makley can work. His left draws one of the 
               two .45s and cracks Grover Weyland across the forehead opening 
               a gash. He aims the .45 between Weyland's eyes ...

                                     DILLINGER
                              (calm)
                         You can be a dead hero or a live 
                         coward.  Open that goddamn vault! 
                         Now!

               He ain't kidding. Weyland gets the joke and OPENS THE VAULT.

-----------------------------------------------------------------------------------------------------
                                                                        21.


               Dillinger checks his watch.

               EXT. BANK - VAN METER

               spots a police car racing up, TAPS the window with the barrel 
               of his BAR.

               INT. BANK - PIERPONT

               glances outside.

                                     PIERPONT
                              (calmly)
                         Company!

               NO ONE inside stops working. They know Van Meter will do his 
               job.

               EXT. BANK - VAN METER

               Keeps his eye on the THREE COPS. Two get behind the cover of 
               parked cars across the street. ONE stays low and starts to  
               run towards Homer in front of the bank.

               PAST HOMER 

               The crowd on the sidewalk growing. How will they get out...? 
               Homer is unresponsive to the chaos, disciplined, doing his 
               job.  Meanwhile...

               EXT. REAR ALLEY OF BANK - RED IN THE BUICK

               Calm. Engine idles. Red sees people run past. Taped to his 
               dash are two "gits" - step by step instructions to two getaway 
               routes. He checks his watch. The minute hand moves into place. 
               He drives evenly out of the alley.

               EXT. BANK FRONT - VAN METER

               is approached by the COP who thinks he's a pedestrian.

                                     COP
                              (to Horner)
                         Move out of there!

                                     VAN METER
                         Why? I wanna watch.
                              (cups ear as if can't 
                              hear)
                         What?

               Cop approaches carrying a shotgun. Meanwhile ...

-----------------------------------------------------------------------------------------------------
                                                                        22.


               INT. BANK - DILLINGER

               Tosses the last bag to Pierpont at the front door. On their  
               way out Dillinger passes a FARMER near a table, his hands  
               the air. Cash on the counter.

                                     DILLINGER
                              (on the move)
                         That your money, mister?

                                     FARMER
                         Yess. It is.

                                     DILLINGER
                         Well, put it away. We're not here 
                         for your money. We're here for the 
                         bank's money.

               Customers appreciate Dillinger. Dillinger loves their 
               appreciation.

               EXT. BANK - HOMER

               slams the approaching Cop in the gut with his BAR, spins him 
               and uses him as a shield. He backs to the front door. 
               Pedestrians flee.  Cops draw down. They cannot shoot without 
               Homer blowing off the Cop's head. Homer opens up on the cop  
               car.  Meanwhile... 

               INT. BANK

                                     PIERPONT
                              (to three Tellers)
                         You three, let's go.

                                     DILLINGER
                         Stay calm, folks, and stay low.

               Pierpont grabs two; Dillinger takes Weyland and Anna Patzke, 
               creating a human shield around Pierpont, Dillinger and Makley.

               EXT. AMERICAN BANK AND TRUST - NOW CITY DETECTIVES

               pull up at the corner to the left.

               DILLINGER, PIERPONT, MAKLEY, VAN METER

               with hostages cross to the Buick. A large crowd is across 
               the street.

               DILLINGER OPENS UP

               and the corner and Detective's car gets hit. Two city 
               detectives go for cover and stay there.

-----------------------------------------------------------------------------------------------------
                                                                        23.


               A DETECTIVE with a deer rifle aims.

               VAN METER

               FIRES past Angry Cop's head. Detective goes down. The Angry 
               Cop's eardrum is blown. His ear bleeds.  As... 

               DILLINGER SHOOTS UP...

               Detective car, police car and another car to drive cops to 
               cover.  As...

               INT. BUICK - MAKLEY + PIERPONT

               Are in. Dillinger with Weyland and Anna Patzke loads them 
               onto the running board. Pierpont holds ANNA PATZKE's arm.

                                     PIERPONT
                         Hold on, honey.

               Van Meter's on driver's side running board with Angry Cop 
               and one of Pierpont's hostages. Buick's moving faster. 
               Dillinger is on the passenger side running board with Weyland 
               and Patzke. The Buick roars away.

               INT. BUICK - RED

               drives with total concentration. Makley coolly reads the 
               git.

                                     MAKLEY
                         .2 miles - turn left at the white 
                         barn.  Right there. Now .. 6 miles 
                         to the new bridge.

               Pierpont breaks out the rear window. He throws two five gallon 
               milk jars full of roofing nails out into the road.

               They scatter.

               EXT. ROAD - TWO POLICE CARS

               hit the nails, their tires blow. Van Meter and Dillinger 
               fire from the running boards at pursuing cop cars. A flurry 
               of fast hits dissuading them to pursue.

               INT. BUICK - HAMILTON

               approaches the bridge, slows.

                                     DILLINGER
                              (to Angry Cop and 
                              Pierpont's hostage)
                         Okay. Beat it!

-----------------------------------------------------------------------------------------------------
                                                                        24.


               They jump off.

               Dillinger pulls Anna Patzke and Weyland inside with him.

               INT. BUICK - DILLINGER

               sees Anna Patzke's shivering from shock and the cold. He 
               puts his coat on her. He plops his hat on her head, too.

                                     DILLINGER
                         Something to remember me by.

               She laughs, nervously, and a little thrilled at being where 
               she is. She glances right and left ...

                                     VAN METER
                              (ominous)
                         Are we taking 'em to the hideout?

                                     DILLINGER
                              (going along with it)
                         That depends.

                                     VAN METER
                         How 'bout it, honey? Can you cook?

                                     ANNA PATZKE
                              (not disinterested)
                         Uh. Sure ... After a fashion.

               They start to hoot and laugh. They think this is hilarious.

                                     ANNA PATZKE (CONT'D)
                         Well, it's true!

                                     VAN METER
                              (confides)
                         When I'm not doing this, I'm a scout 
                         for the movies.

                                     ANNA PATZKE
                         Really?

               This makes them laugh even harder.

               EXT. THICK WOODS

               Pierpont has brought the hostages to a big tree.

                                     PIERPONT
                         Face each other. Join hands.

               Pierpont binds them loosely to the tree.

-----------------------------------------------------------------------------------------------------
                                                                        25.


                                     WEYLAND
                         We'll freeze.

                                     DILLINGER
                         You'll worm your way out of that in 
                         about ten minutes.

               Anna looks over at Dillinger.

                                     DILLINGER (CONT'D)
                         It's okay, doll. You're just gonna 
                         be a little late for dinner.

               Dillinger reaches over, snatches his hat off Anna Patzke's 
               head. He leaves her his coat.

               THE BUICK WORK CAR

               is abandoned.

               TRACK RIGHT + SEE:

               Dillinger's Essex and a Ford drive off past fields with snow 
               on both sides. New cars. Flush with cash. Clean.

               EXT./INT. PURVIS' PIERCE ARROW THRU DOWNTOWN CHICAGO - DAY

               Buildings are new and gleaming. Only a few have boarded-up 
               storefronts. Purvis pulls in front of Pittsfield Building 
               and gets out with Barton. Barton carries an extra two 
               briefcases into the lobby while ...

                                     BAUM (O.S.)
                         ... manufactured by Shragge-Quality 
                         in St. Louis.
                              (add details, e.g. 
                              retail price, 
                              materials, etc.)

               INT. LOBBY/EXT. CHICAGO, LASALLE STREET - CONTINUOUS

               As they walk thru the lobby ...

               INT. CHICAGO: BUREAU OF INVESTIGATION OFFICES - PURVIS

               looks at the gathered agents. New faces. College men.

               BAUM

               holds up the coat Dillinger left on Anna Patzke. This is 
               moving day and simultaneously Purvis is launching his 
               investigation. He wastes no time.

-----------------------------------------------------------------------------------------------------
                                                                        26.


               We note AGENTS COWLEY, RICE, MADALA, CLEGG, RORER and 
               REINECKE. DORIS ROGERS (23) is Purvis' secretary. He brought 
               her from his last post in Alabama along with Barton and Baum.

               We've entered mid-scene.

                                     PURVIS
                         Agents in our offices across the 
                         country are identifying every store 
                         in the United States that sold this 
                         overcoat. Then, we will cross-
                         reference every Dillinger family 
                         member and associate in locales where 
                         that coat was sold.
                              (beat)
                         He was in one of those locales when 
                         it got cold. He bought a coat. Unless 
                         he was traveling through, he was 
                         being harbored. If he returns, we 
                         will be there. It is by such methods 
                         the Bureau will get John Dillinger.
                              (beat)
                         Next. Doris ...

               Doris stops putting away files and supplies.

                                     PURVIS (CONT'D)
                         For those of you who haven't met 
                         her, Miss Rogers is my secretary ...
                              (to Doris)
                         Please contact the Chicago area 
                         telephone exchange supervisors. There 
                         are six.  Request appointments for 
                         Carter Baum and myself.
                              (OPTIONAL)
                         The prohibition against agents in 
                         our bureau being armed has been 
                         lifted.  Shortly you will be provided 
                         Thompson sub-machine guns, BARs and 
                         the .351 Winchester semi-automatic 
                         rifle.
                              (beat)
                         Gentlemen, we are going to be working 
                         very long hours. [Optional: We are 
                         pursuing hardened killers.] It will 
                         be dangerous. Those of you who aren't 
                         prepared for that, should go. And if 
                         you're going to go, please go now.
                              (no one does)
                         Thank you.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        27.


               E/I. ARAGON BALLROOM, CHICAGO - ON DILLINGER - NIGHT

               watching a sexy young woman on the dance floor. He loses 
               sight of her ...

               He looks around behind him. They're expecting someone. Then, 
               the girl appears again and Dillinger sees her again: jet 
               black hair in a bob, brown eyes, high cheekbones from her 
               Indian mother and a great smile. She lights up a room. She 
               is

               BILLIE FRECHETTE (27).

               She feels the stare and looks over. She studies him, then 
               looks away.

               Dillinger's with Pierpont, Makley and Hamilton at a table. 
               It is loaded with steaks and frog legs. They have loaded up 
               on the fruits of their risk and labors: new clothes and lots 
               of food and liquor. Pierpont nudges Dillinger.

               ALVIN KARPIS and Homer Van Meter approach and Alvin sits 
               next to Johnny ... Dillinger adjusts his chair to watch for 
               the girl. He's shoulder to shoulder to Karpis.

                                     DILLINGER
                         Alvin. You hungry? Frog legs? How's 
                         the Barkers?

               [note: Alvin Karpis is cunning and careful. He will outlive 
               everyone, including J. Edgar Hoover, and retire to 
               Torremolinos, Spain, where he will die of heart failure in 
               1979.

               Freddie and Dock Barker are the sons of Ma Barker. After the 
               FBI gunned down the old woman, Hoover labeled her the "crime 
               genius" of the family. According to Volney Davis, she couldn't 
               organize breakfast.]

                                     KARPIS
                         Everyone's good. Ma does needlepoint 
                         and listens to the radio.
                              (leans in; they talk 
                              quietly)
                         Me, Freddie and Dock are looking to 
                         snatch a fella. St. Paul banker, Ed 
                         Bremer. We need a few more hands.

                                     DILLINGER
                         I don't like kidnapping.

                                     KARPIS
                         Yeah? Robbing banks is getting 
                         tougher.

-----------------------------------------------------------------------------------------------------
                                                                        28.


                                     DILLINGER
                         Well, the public don't like 
                         kidnappers.

                                     KARPIS
                         Who gives a damn what the public 
                         likes?

                                     DILLINGER
                         I do. I hide out among them.

                                     KARPIS
                              (shrugs)
                         I am strictly out to make cake ...

                                     DILLINGER
                         ... yeah, then you, Ma and Dock go 
                         and hole up on a farm like hermits 
                         for six months. I grew up on a goddamn 
                         farm. I hate farms. Give me big 
                         cities, crowds and a good time ...

                                     KARPIS
                              (smiles; leans in)
                         We also got a mail train we been 
                         lookin' at, too.

                                     DILLINGER
                              (low)
                         By the way, if someone got pinched 
                         here, who knows their way around?

                                     KARPIS
                         Lawyer named Piquett. Louis Piquett. 
                         We all use him.
                              (writes a phone number)

                                     DILLINGER
                         What's it about this train? ..

                                     KARPIS
                         Needs two, three more right guys to 
                         take it down. It'll be ready to go 
                         in a couple of months. It's a six-
                         hander.

                                     DILLINGER
                              (smiles)
                         Sounds like Jesse James.

                                     KARPIS
                              (low)
                         A million seven, a million eight.

-----------------------------------------------------------------------------------------------------
                                                                        29.


               Dillinger looks at Karpis. In 2007, that would be 22 million 
               dollars.

                                     KARPIS (CONT'D)
                         Federal Reserve shipment. It runs 
                         only twice a month. This is the kind 
                         of score you go away on after.

                                     DILLINGER
                         Where you going?

                                     KARPIS
                         Brazil. Cuba, maybe. What about you?

                                     DILLINGER
                         We're having too good a time today. 
                         We ain't worryin' about tomorrow ...

                                     KARPIS
                         You ought to. What we're doin', don't 
                         last forever.

               They look at each other: two pros at the top of their game.

               Dillinger leans back ...

                                     DILLINGER
                         Keep me in mind on the train.

               Karpis leaves. Dillinger can't see Billie anymore.

                                     VAN METER
                              (agitated)
                         Why not do this snatch?  The Bremer 
                         guy ...
                              (louder)
                         Know how much they made snatchin' 
                         that Hamm Brewery guy? $100,000. And 
                         the beer.

               He's too loud. Dillinger looks at Pierpont.

                                     DILLINGER
                         Quiet down, Homer.

                                     PIERPONT
                         Shut your yap ...

                                     VAN METER
                         Let's get out of here and go ...

               Pierpont and Dillinger exchange a look. Then he, Homer and 
               Makley leave.

-----------------------------------------------------------------------------------------------------
                                                                        30.


                                     DILLINGER
                         Homer stayin' steady enough?

                                     HAMILTON
                              (reading his mind)
                         He's okay.

               As Hamilton leans across the table to wave over Anna who was 
               searching for him, Billie reappears, dancing with a young 
               man. Red sees who Dillinger's looking at.

                                     DILLINGER
                         Three rules I learned from Walter 
                         Dietrich. One: never work when you're 
                         not ready. Two: never work with people 
                         who aren't the best. Three: never 
                         work with people who are desperate.

                                     HAMILTON
                         Well, I got rule four: stay away 
                         from women.

                                     DILLINGER
                         Without women, might as well have 
                         stayed in stir.

               Anna Sage approaches with a young girl for Red.

                                     HAMILTON
                         That's why they invented whores.
                              (getting up)
                         Dillinger ignores Anna's greeting 
                         and seating and keeps his eye on 
                         Billie. Music ends. Next cue is up 
                         tempo. Young man escorts Billie to 
                         her table. He tries to join her. She 
                         turns him down.

               Dillinger finishes his drink, approaches while the band 
               prepares for the next number. He now sees how beautiful Billie 
               is. She's 5 foot 5. With a straight erect build, she stands 
               out in any crowd. She looks Dillinger straight in the eye.  
               Clear skin, dark eyes with humor playing about the edges. He 
               unexpectedly starts to feel nervous. He re-asserts himself.

               He gives her his smoothest grin.

                                     DILLINGER
                         Hi, doll. I don't know why you gave 
                         that fella the "go-by," but I sure 
                         am glad you did.

               Billie looks him over: a well-made man in a good suit with a 
               great smile. And, paradoxes: he easily talks to women but 
               he's not a hustler.

-----------------------------------------------------------------------------------------------------
                                                                        31.


               He's young, but there's a world of experience in his face.

               Open, but he's holding something back.

                                     DILLINGER (CONT'D)
                         What's your name?

                                     BILLIE
                         Billie Frechette.

                                     DILLINGER
                         Buy you a drink?

               Billie looks at her girlfriend, she nods, Billie rises ...

               As they walk across to the bar.

                                     DILLINGER (CONT'D)
                         Is that French?

                                     BILLIE
                         On my father's side. There's an "e" 
                         at the end. Do you have a name?

                                     DILLINGER
                         Jack Harris.

               Music changes to "Bye Bye Blackbird."

                                     BILLIE
                         You dance, Jack?

               A hesitation ...

                                     DILLINGER
                         I don't know how.

               She smiles a pretty smile at him.

                                     BILLIE
                         C'mon, follow me. How come you don't 
                         know how to dance?
                              (he stares at her 
                              feet)
                         Don't look at my feet. Look at my 
                         shoulders.

               She stays an inch or two distant in his arms. It's slow and 
               languorous. He follows her with little difficulty. He can 
               smell the perfume in her black hair.

                                     TORCH SINGER
                              (sings)
                         "Pack-up all my cares and Here I go, 
                         singing low Bye, bye blackbird"

-----------------------------------------------------------------------------------------------------
                                                                        32.


                                     BILLIE
                         This is a two-step.

                                     DILLINGER
                         My, but you are pretty ...  

               They look into each other's eyes. He pulls her closer, wants 
               to kiss her long smooth neck. He almost can't resist ...

               Their lips are an inch apart.

               And then she rests her cheek on his shoulder and the kiss 
               that wasn't hangs in the air around them. He whispers ...

                                     DILLINGER (CONT'D)
                         Where you from, Billie?

               She turns her right ear towards him. She's deaf in her left 
               ear.

                                     BILLIE
                         Flandreau.

                                     DILLINGER
                         Where's Flandreau?

                                     TORCH SINGER
                              (sings)
                         "Where somebody waits for me Sugar's 
                         sweet, so is she Bye, bye blackbird 
                         ... "

                                     BILLIE
                         South Dakota.

                                     DILLINGER
                         Father's French, what's on the other 
                         side?

                                     BILLIE
                         Italian.

                                     DILLINGER
                              (skeptical)
                         Yeah? From South Dakota ... Indian's 
                         more likely than Italian.

               She looks at him. Challenging ...

                                     BILLIE
                         My momma's a Menominee Indian. Most 
                         men don't like to hear that. Okay?

                                     DILLINGER
                         I'm not most men.

-----------------------------------------------------------------------------------------------------
                                                                        33.


                                     BILLIE
                         And I check coats at the Steuben 
                         Club.  And that's not very glamorous, 
                         either.  Okay?
                              (beat)
                         What do you do, Jack?

                                     DILLINGER
                         I'm catching up.

                                     BILLIE
                         On what?

                                     DILLINGER
                         The good life, by meeting someone 
                         like you.
                              (her hair)
                         Dark, beautiful, like the black bird 
                         in that song ...

               She laughs at the flattery covering the evasion and likes it  
               at the same time. Holds his eyes a beat with an ironic look.

               A couple from another group looks at Dillinger. He's cool. 
               He returns the look. They look away.

                                     DILLINGER (CONT'D)
                         Say, how'd you like some dinner?

                                     BILLIE
                         Sure.

               He nods courteously to her girlfriends, grabs her coat, puts 
               a hand around Billie's waist and steers her out ...

                                     TORCH SINGER
                              (sings)
                         "So make my bed and light the light 
                         Cause I'll be home late tonight Bye, 
                         bye blackbird ... "

               EXT. ARAGON BALLROOM DILLINGER + BILLIE - NIGHT

               in their coats on the street. It's cold. Dillinger pulls her 
               close.

               He opens and wraps his overcoat around her. It's a protective 
               gesture. Then he kisses her hard on the lips. She didn't 
               expect that. Her eyes are wide. Their bodies close to each 
               other.

               She kisses him back, long and deep. And she didn't expect to 
               do that, either.

               At last they separate ... and look at each other for a beat.

-----------------------------------------------------------------------------------------------------
                                                                        34.


               INT. GOLD COAST RESTAURANT - MAITRE D' - NIGHT

               Dillinger slips him bills. He and Billie are shown to a table. 
               The clientele North Shore old money and businessmen.

               Ome of the women are in elegant dresses even though it's mid-
               Depression.

               A few stare at Billie. She's out of her class.

                                     DILLINGER
                         What are you gonna have?

               Billie stares at him, ignoring her menu.

                                     BILLIE
                         What is it, exactly, you do for a 
                         living?

               Dillinger looks over the top of his menu.

                                     DILLINGER
                         Well ... I rob banks.

               Then he leans back in his chair and regards her.

                                     DILLINGER (CONT'D)
                         That's where all these people here 
                         put their money.

                                     BILLIE
                         Why'd you tell me that? You could 
                         have made up a story ...

                                     DILLINGER
                         'Cause I can't lie to you.

               She studies him carefully.

                                     BILLIE
                         That's a pretty serious thing to say 
                         to a girl you just met.

                                     DILLINGER
                         I feel like I know you.

                                     BILLIE
                         Well I don't know you. I haven't 
                         been any of the places you've been. 
                         I don't even know what I don't know.

                                     DILLINGER
                         Some of the places I been ain't so 
                         hot.  Where I'm going is a lot better. 
                         Wanna come along?

-----------------------------------------------------------------------------------------------------
                                                                        35.


                                     BILLIE
                         Boy, you are in a hurry.

                                     DILLINGER
                         If you were looking at what I am 
                         looking at, honey, you'd be in a 
                         hurry too.

               She laughs at his flattery, which she is also finding 
               persuasive. She notices some unwelcoming looks ... 
               particularly an elegant blonde woman who stares at Billie, a 
               Depression-era child in her dress.

                                     BILLIE
                              (leans in)
                         Well, it's me they're looking at 
                         this time.

                                     DILLINGER
                         That's 'cause you're beautiful.

               She does not drop her voice.

                                     BILLIE
                         That's nice. But they're looking at 
                         me because they're not used to having 
                         a Menominee Indian girl in their 
                         restaurant in a three dollar dress.

                                     DILLINGER
                              (takes her hand)
                         Listen, doll, that's 'cause they're 
                         all about where people come from.  
                         Only thing important is where 
                         somebody's going.

                                     BILLIE
                         Where are you going?

                                     DILLINGER
                         To the top.

               He's irresistible.

                                     DILLINGER (CONT'D)
                         Let's get out of here.

               Beat. She nods. They get up, get their things.

               On their way ... a man intercepts Dillinger. He is GILBERT 
               CATENA (42), solid with big hands. He's smiling.

                                     CATENA
                              (whispered)
                         Hey Johnny ... !

-----------------------------------------------------------------------------------------------------
                                                                        36.


               Dillinger reacts, changes down, says abruptly ...

                                     DILLINGER
                              (to Billie)
                         Go wait outside.

               Billie turns and walks out of the restaurant. We don't know 
               who Catena is, but they have bad history. Careful, cold ...

                                     DILLINGER (CONT'D)
                         How you been, Gil?

                                     CATENA
                         Real good. I work for Mr. Nitti, 
                         now, ever since I got out.

               Catena indicates FRANK NITTI (47) in a group at a table.

               Sober and educated, Nitti glances in their direction but has 
               no interest.

                                     DILLINGER
                         Looks like a barber.

                                     CATENA
                         Don't go by looks.
                              (beat)
                         He's real smart. We're connected-up 
                         to everybody all over the country 
                         now ...

               From Nitti's table a man gets up and walks straight towards 
               Dillinger. Two heavy duty bodyguards, like sharks, are with 
               him. He is PHIL D'ANDREA. Dillinger unbuttons his jacket. 
               But ...

                                     D'ANDREA
                              (smiles, low)
                         Everytime I read about your bank 
                         jobs, where you give customers back 
                         their money, you crack me up ...
                              (laughs)
                         You need anything, ask Gilbert. 
                         Gilbert knows how to find me.

               D'Andrea continues to the men's room.

                                     DILLINGER
                         See you Gilbert ...

                                     CATENA
                         Good luck, Johnny.

               Catena doesn't like Dillinger.

-----------------------------------------------------------------------------------------------------
                                                                        37.


               EXT. STREET OUTSIDE RESTAURANT - DILLINGER NIGHT

               comes out onto the sidewalk. Billie isn't there. There are 
               two other couples, the women in snug fur coats. He searches 
               the street. She's gone.

                                     DILLINGER
                              (to doorman)
                         See where that girl went?

                                     DOORMAN
                         Nossir. Jumped in a cab and took 
                         off.

               The night, suddenly cold and lonely, wraps around Johnny.

                                                                    CUT TO:

               INT. PHONE COMPANY EXCHANGE - PURVIS - DAY

               An ENGINEER places headphones on Purvis' ears. Acetate disks 
               on turntables mounted within giant carrying cases record 
               phone calls. Cloth insulated wires are strung everywhere.

               Three stenographers sit with black bakelite headphones.

                                     BAUM
                         That noise on the line?  That's called 
                         "swing". Nothing we can do about it. 
                         Worn insulation. Some words get 
                         dropped.  You're listening to a phone 
                         call with a car dealer from 27 minutes 
                         ago. Harry Berman.

               Rice plays back a recording.

                                     VOICE (V .0.)
                         When you drop it, leave the keys on 
                         the floorboard.
                              (muffled; then ...)

                                     BERMAN (V.O.)
                         I got a DeSoto. Bored it out. Rebuilt 
                         the car by myself.

                                     VOICE (V.O.)
                         Okay.

                                     BERMAN (V.O.)
                         Interior's no good.

                                     VOICE (V.O.)
                         Don't matter. It's a work car.

-----------------------------------------------------------------------------------------------------
                                                                        38.


                                     BERMAN (V.O.)
                         When you want it?

                                     VOICE (V.O.)
                         We'll call you.
                              (click)

                                     BAUM
                         We think that's Dillinger's voice.

                                     PURVIS
                         How did we find Berman?

                                     BAUM
                         Off of Dillinger's coat that he left 
                         on that girl. The coat was bought in 
                         Cicero, Illinois at a store that's a 
                         few doors down from Berman's 
                         dealership. Berman we know. He's 
                         supplied cars to the syndicate since 
                         Capone. When Dillinger bought that 
                         coat he must have been at Berman's 
                         switching cars.

                                     PURVIS
                         I want men on duty around the clock. 
                         Soon as they call to drop the DeSoto, 
                         we will tail it. Right to Dillinger.

               EXT. NORTH DEARBORN STREET - JOHN DILLINGER - NIGHT

               gets out of his Buick ...

               INT. STEUBEN CLUB - DILLINGER NIGHT

               enters, sees Billie talking with another hostess, MAY 
               MINCZELES.

               TWO MEN approach. Billie checks their hats and coats. To 
               Dillinger ...

                                     BILLIE
                              (without looking up)
                         May I check your coat, sir?

                                     DILLINGER
                         No, honey. You go get your coat.

               She looks up. So does May. May flashes Billie a look: if you 
               don't want him, I do.

                                     MAY MINCZELES
                         Sounds good to me.

               Dillinger has eyes only for Billie.

-----------------------------------------------------------------------------------------------------
                                                                        39.


                                     DILLINGER
                         You ran out on me.

               A CUSTOMER comes up and puts his ticket on the counter.

                                     BILLIE
                         You left me standing alone on 
                         sidewalk.  

                                     DILLINGER
                         If you're going to be my girl, you 
                         have to swear you'll never do that 
                         again.

                                     CUSTOMER
                         Brown overcoat.

                                     BILLIE
                         Hey! I'm not your girl!
                              (ignoring customer)
                         And I'm not going to say that.

                                     DILLINGER
                         I'm waiting.

                                     CUSTOMER
                         So am I.

                                     DILLINGER
                              (to Billie)
                         "I am never going to run out on you 
                         again." Say it.

                                     BILLIE
                         No.

                                     CUSTOMER
                         My coat?

                                     DILLINGER
                         Well, I will never run out on you. 
                         And that's a promise.

                                     CUSTOMER
                         Well, I want to run out of here. So, 
                         lady, go get me my coat ... ?

               Dillinger lifts the man two feet off the floor and slams him 
               into the wall. Jailhouse rage. Lethal, cold eyes tells the 
               customer everything he needs to know. Dillinger swings him 
               to the counter, grabs the man's ticket, slams thru the half 
               door, finds the coat, tosses at him ...

-----------------------------------------------------------------------------------------------------
                                                                        40.


                                     DILLINGER
                         Keep the tip. Get the hell out of 
                         here.
                              (to Billie)
                         You ain't getting other people's 
                         hats and coats no more either.

               He takes her coat and holds it for her. She doesn't move.

                                     BILLIE
                         No one's ever done that for me before.

                                     DILLINGER
                         You're with me now.

                                     BILLIE
                         I don't know anything about you.

                                     DILLINGER
                         I was raised on a farm in Mooresville, 
                         Indiana. My ma died when I was three. 
                         My daddy beat the hell out of me 
                         because he didn't know no better way 
                         to raise me. I used to do dumb things 
                         but I'm a lot smarter now. I like 
                         baseball, movies, good clothes, fast 
                         cars, whiskey and you.  What else do 
                         you need to know?

               She gets into her coat. Dillinger opens the door for her.

               They exit, watched by May.

               INT. DILLINGER'S APARTMENT, LIVING ROOM - BILLIE - NIGHT

               enters. It's large, low-ceilinged, luxurious and modern - 
               Billie is bowled over. He sits her down on a sofa.

               He goes to get two Marshall Fields boxes and two drinks.

                                     BILLIE
                         You been living here long?

                                     DILLINGER
                         Sure. Since yesterday.

               From a back bedroom Red enters the kitchen in a robe for a 
               drink followed by FAY WRIGHT and a SECOND WOMAN in lingerie.

               Fay catches Billie's eye. Friendly smile. Billie nods.

                                     DILLINGER (O.S) (CONT'D)
                         I got something for you.

-----------------------------------------------------------------------------------------------------
                                                                        41.


               Dillinger has two boxes and drinks. Red and his two women 
               return to their bedroom. Door closes. Distant phonograph.  
               Laughter.

                                     DILLINGER (CONT'D)
                         What's wrong? Open up.

               Billie lifts out a sleeveless dress in dusty pink. It is 
               beautiful. She very touched. The second box has a camel coat 
               with a fur collar. She hesitates ...

                                     BILLIE
                         I'm drinking in a man's apartment 
                         who wants to romance me. And not for 
                         the first time. I'm no Pollyanna. 
                         But there are things that you do, 
                         would bother a girl like me ...

                                     DILLINGER
                         I can make 500 dollars a year if I'm 
                         lucky enough to have a job, which a 
                         third of American working men do 
                         not. Or I can make ten thousand 
                         dollars in a morning.  I'll take my 
                         chances on the bank. No apologies. 
                         We don't go in lookin' to hurt 
                         innocent people. But if anybody tries 
                         to get in our way that's going to be 
                         too bad. That what you want to know?

                                     BILLIE
                         I'm trying to get to know you.

                                     DILLINGER
                         You want to get to know me?

               INT. APARTMENT, DILLINGER'S BEDROOM- DILLINGER'S EYES -NIGHT

               are held by hers. They help each other pull off clothes, 
               both are impatient. The sheets are cold.  She shivers and 
               laughs.  They're uninhibited lovers. Sensuality for her is 
               like being stoned, her lips parted, her eyes half closed.  

               Later, he's on his back and she's on his chest, and they 
               look up out the window through the upside down elm trees to 
               the Chicago moon in the cold sky.

               Then she gets up and wanders around the dark room. She's 
               looking at his stuff. He thinks she's the most beautiful 
               creature he's ever seen ...

               She sees suitcases that are neatly packed, ready to leave in 
               a heartbeat. Everything's so neat. She touches his folded 
               shirt ...

-----------------------------------------------------------------------------------------------------
                                                                        42.


                                     BILLIE
                         ... smooth

                                     DILLINGER
                         I go for the finest. As much as I 
                         can get, as fast as we can get it.
                              (suitcases)
                         Where you goin'?

                                     DILLINGER (CONT'D)
                         What do you mean?

                                     BILLIE
                         You're all packed.

                                     DILLINGER
                         Ready to get up and go in a heartbeat 
                         ... never hesitate.

               She stands next to him now, regarding this man in the bed.

                                     DILLINGER (CONT'D)
                         What are you trying to decide?
                              (no answer)
                         And what's wrong with your left ear?

                                     BILLIE
                         My ex-husband ... was too handy with 
                         his fists.

               He reaches for and pulls her down on top of him. She turns 
               her good ear towards him.

                                     DILLINGER
                         Where's he now?

               He covers her to stay warm.

                                     BILLIE
                         Statesville. He got caught mugging a 
                         mailman ...

                                     DILLINGER
                         ... a criminal mastermind.

                                     BILLIE
                         ... my mistake. I married him. I 
                         didn't know any better ...

               She turns over and puts her mouth next to his ear ...

                                     BILLIE (CONT'D)
                         When I was a girl, we went to live 
                         on the reservation in Flandreau 'cause
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        43.


                                     BILLIE (CONT'D)
                         my daddy died. In Flandreau nothin' 
                         ever happened.
                              (beat)
                         When I was 13, we went to live in 
                         Milwaukee with my Aunt Ines and my 
                         cousin Frances who had a lot of Indian 
                         friends and we went around to churches 
                         and put on plays like "Little 
                         Fireface." And nothing exciting ever 
                         happened there, either. So I haven't 
                         been anywhere or done anything except 
                         come to Chicago and try to make my 
                         way.

                                     DILLINGER
                         Well baby ... I am taking you with 
                         me and you're going to start a whole 
                         new exciting kind of life from right 
                         now.

               She pulls him towards her and they start making love again, 
               she stops ...

                                     BILLIE
                         And what do you want?

                                     DILLINGER
                         To please you.

               That's not what she meant, but gently, he rolls her over on 
               the bed.

               A smile spreads slowly across her lips.

               INT. PHONE COMPANY - BAUM/INT. PURVIS' APARTMENT - PURVIS - 
               NIGHT - INTERCUT

               Baum in his shirtsleeves in front of the recorders is talking 
               to Purvis as he pulls on his coat.

                                     BAUM
                         Rorer tailed it. Berman dropped the 
                         DeSoto at the Sherone Apartments 20 
                         minutes ago and Rorer talked to a 
                         neighbor. Men go in and out at night 
                         carrying heavy suitcases. One looks 
                         like Dillinger ...

                                     PURVIS
                         I'm leaving right now.

               Purvis races out ...

-----------------------------------------------------------------------------------------------------
                                                                        44.


               INT. PURVIS'S PIERCE-ARROW- PURVIS + BAUM

               pull to the curb a discrete distance down the block from the 
               Sherone Apartments. Cowley and Barton join them. It's an 
               upscale yellow-brick apartment building with nice cars front.

                                     PURVIS
                         Where are your men?

                                     COWLEY
                         My car's on Sheridan and Montrose 
                         and Rice and Madala are in the Ford 
                         V-8 on Broadway and Wilson.

                                     PURVIS
                         Blocking vehicles? End of this street?
                         The alley?

               Silence. They aren't "deployed." They're merely "here".

               Cowley gets it. Purvis exchanges a look with Baum, checks 
               his gun.

                                     PURVIS (CONT'D)
                         Carter, take the corner. Keep an eye 
                         on the DeSoto. Barton, you're with 
                         me.

               INT. HALLWAY ON THIRD FLOOR - PURVIS + BARTON - NIGHT

               enter from the elevator. Soundlessly, they approach Apt. 
               302.

               Two voices - a man and a woman's. Barton moves away from the 
               door '95.'95 Purvis knocks. HELEN GILLIS (23) opens the door. 
               From her reaction, she was expecting someone else. She's 
               respectable and pretty.

                                     PURVIS
                         I'm Special Agent Melvin Purvis. Are 
                         you alone?

                                     HELEN GILLIS
                         No - my fiance is here.

                                     PURVIS
                         What's your fiance's name?

                                     HELEN GILLIS
                         Leonard ... McHenry.

                                     PURVIS
                         May we come in?

-----------------------------------------------------------------------------------------------------
                                                                        45.


                                     *

                                     HELEN GILLIS
                         Sure. I'm perfectly safe ... But 
                         come on in.

               She holds the door open.

               INT. APARTMENT 302, LIVING ROOM/DINING ROOM - THEY ENTER

               LEONARD is a thin short man at a table finishing dinner. He 
               is fresh-faced, maybe a junior clerk at an insurance company.

               Not John Dillinger ...

                                     LEONARD
                         Something wrong?

                                     PURVIS
                         You have identification?

                                     LEONARD
                         Honey, would you get my driver's 
                         licence.  It's in my coat pocket.

               Leonard seems reluctant to get up. With his right hand, he 
               takes a forkful of food. His left is under the table. Now, 
               we see that he's hiding a Model 1911. Who is this man?

                                     LEONARD (CONT'D)
                         You're that ... Melvin Purvis. I've 
                         seen your picture!

                                     PURVIS
                         What do you do for a living, Leonard?

                                     LEONARD
                         I travel in ladies shoes.

               He smiles at his joke. Helen enters with his wallet. Barton 
               sees the driver's license.

                                     LEONARD (CONT'D)
                         Show him, honey.

               Helen Gillis puts a foot forward - a red shoe with a bow.

                                     PURVIS
                         Do you carry around a lot of samples?

                                     LEONARD
                         Sure. Big suitcases.

               That makes Purvis seem to buy it.

-----------------------------------------------------------------------------------------------------
                                                                        46.


                                     PURVIS
                              (handing back the 
                              license)
                         Enjoy the rest of your dinner, Mr.
                         McHenry.

                                     LEONARD
                         Thanks.

               INT. CARPETED HALLWAY ON THIRD FLOOR - PURVIS + BARTON

               walk the length of the hall.  Helen closes the door beh:ind 
               them.

                                     PURVIS
                              (low)
                         No one in or out I'll get the others.
                              (at door to stairs 
                              next to the elevator 
                              door)
                         Stay here. You watch that door from 
                         right here.

               Purvis runs downstairs. A beat. Then, Barton hears movement 
               from Apt. 302. Objects being hurriedly shifted. He starts 
               back down the hallway. Halfway between it and the elevator 
               ...

               PING!

               Behind him, the elevator doors open. Barton turn his back on 
               Apt. 302. He's caught between 302 and the elevator ...

                                     TOMMY CARROLL (38)
                         a flat-nosed ex-con enters. He looks 
                         curiously at Barton.

                                     BARTON
                         Bureau of Investigation. What's your 
                         name?
                              (flashes badge)

                                     CARROLL
                         You wanna know my name?

               Barton sees Carroll's eyes flicker, slight smile. He spins 

               AN INDIFFERENT "BABY FACE'' NELSON

               FIRES his .38 Super. BLAM! BLAM!

               Barton's slammed forward. Nelson looks at Barton's prostrate, 
               convulsing body. He FIRES a third round.

-----------------------------------------------------------------------------------------------------
                                                                        47.


               EXT. STREET - PURVIS

                                     PURVIS
                         Go get the men from Sheridan and 
                         Wilson.

               Purvis - reacting to the sounds of gunshots - grabs the 
               Thompson from Baum and runs back inside.

               EXT. SHERONE APARTMENTS - BAUM

               runs to the corner where he has a visual on the building's 
               front and the DeSoto down the alley.

               INT. THIRD FLOOR HALLWAY - PURVIS

               enters, sees 

               BARTON

               in the final moments of life, Barton looks up into Purvis'  
               eyes.  Barton's expression says, "Save me, help me!"

               And Purvis freezes. He does not know what to do. Then, 
               Barton's eyes drift away..he's gone.

               Purvis impels himself to act. He kicks in the door to Apt.  
               302.

               INT. APT 302 - HELEN GILLIS

               screams.

                                     PURVIS
                         Where is he?!

               MEANWHILE ...

               EXT. SHERONE APARTMENTS - BAUM

               sees ...

               BABY FACE NELSON + TOMMY CARROLL

               Cross the alley to the DeSoto. Nelson senses and 
               unhesitatingly LAYS DOWN ROUNDS in short BLASTS of full auto.  
               Tommy Carroll calmly, smoothly starts the DeSoto.  Nelson's 
               barrage punches into the wall, drives Baum to cover as...

               INT. SHERONE APARTMENTS  PURVIS

               slams open a window as the DeSoto accelerates out of the 
               alley. Purvis FIRES. Baum FIRES his pistol. Both are useless 
               at that range. The DeSoto turns left and is gone.

-----------------------------------------------------------------------------------------------------
                                                                        48.


               EXT. SHERONE APARTMENTS - PURVIS

               runs in from the front entrance. Rice and Madala race up in 
               the Bureau's armor-plated Ford V-8.

                                     PURVIS
                         They headed north! Who's in the 
                         Broadway and Wilson car?

                                     RICE
                         That was us. We heard gunfire. So 
                         we...
                              (gets it)
                         ...Came here.

               They're fucked.

                                     MADALA
                         Who was it? Dillinger?

                                     BAUM
                         No.

                                     PURVIS
                         The man we let get away wasn't John 
                         Dillinger. It was Baby Face Nelson.

                                                                    CUT TO:

               INT. CENTRAL NATIONAL BANK, GREENCASTLE, INDIANA - JOHN 
               DILLINGER, HARRY PIERPONT + CHARLIE MAKLEY - DAY

               make a rapid entry wearing overcoats and hats with guns tucked 
               inside, all walk into the bank shoulder to shoulder and. 
               immediately split into three different directions.

               BANK GUARD

               leans on a counter talking to a TELLER.

                                     PIERPONT
                         Excuse me, officer.

               He turns and Pierpont slams him across the face with, a sap 
               and backhands the sap across the back of his head. And ...  
               swings from inside his coat barrel of a Tommy gun.

                                     PIERPONT (CONT'D)
                         Put'ern up! PUt'ern up! This is a 
                         stick-up.  And you folks sit down.

-----------------------------------------------------------------------------------------------------
                                                                        49.


               DILLINGER,

               meanwhile, takes three steps and vaults a five foot divider 
               and pulls and trains two .45s from shoulder holsters on the 
               ASSISTANT MANAGER and TWO TELLERS.

                                     DILLINGER
                         You. Get over to the vault! All of 
                         you back up! Go on! Back up!

               He grabs the Manager by his coat, jerks him off balance, 
               keeping him away from his gun hand and marches him towards 
               the monumental vault door. Makley is shoveling cash into a 
               large open duffel bag.

                                     PIERPONT
                         Stay calm. Sit down folks.

               EXT. STREET - RED HAMILTON

               in a black Studebaker is double-parked with the engine 
               running.

               ECU: THE GIT,

               the detailed map of their getaway route is clipped to the 
               dash.

               HOMER

               on Lookout watches the street. Nothing. Dillinger and Pierpont 
               carrying canvas bags full of money cross through the 
               foreground as... 

               INT. STUDEBAKER - RED

               throws it into gear and they drive away. Homer jumps on the 
               running board. Dillinger looks over his shoulder. Awestruck 
               pedestrians including two awestruck POLICEMEN stare.

               Dillinger FIRES into the air. Everyone ducks. From the other 
               end of Main Street, no pursuit.

                                                                    CUT TO:

               INT. BANKERS BUILDING - PURVIS - DAY (INTERCUT)

               on his phone, hears. Baum is there. Cowley is in the doorway, 
               just outside.

                                     HOOVER (O.S.)
                         In Greencastle, Indiana, John 
                         Dillinger held-up a bank for $74,000 
                         while you were failing to capture 
                         Nelson in Chicago.

-----------------------------------------------------------------------------------------------------
                                                                        50.


               INT. BUREAU OF INVESTIGATION, WASHINGTON - HOOVER

                                     PURVIS
                         Sir, I take full responsibility.
                              (a difficult moment:)
                         And I would like to make a request. 
                         I would like to request that we 
                         transfer men with "special 
                         qualifications" from Dallas ... [ADR: 
                         ... here to Chicago.]

               An El train goes by and makes noise.

                                     HOOVER
                         Excuse me?

                                     PURVIS
                         There are some former Texas and 
                         Oklahoma law men currently with the 
                         Bureau in Dallas ...

                                     HOOVER
                         Was I mistaken in my estimation of 
                         you? I thought you understood the 
                         vision of what I'm building, a modern 
                         force of professional, young men of 
                         the best sort.

                                     PURVIS
                         Absolutely sir. However, the Bureau 
                         has used these men elsewhere.

                                     HOOVER
                         Yes. And they are not our "type."

               Purvis forces himself forward.

                                     PURVIS
                         I am afraid our "type" can not get 
                         the job done...
                              (beat)
                         Without qualified help, I would have 
                         to resign this appointment. Otherwise, 
                         I am leading men to slaughter.

               Hoover's back is against the wall. He does not like it.

                                     HOOVER
                              (dead cold)
                         Mr. Tolson will call you, Agent 
                         Purvis.
                              (click)

               Hoover hung up on him.

-----------------------------------------------------------------------------------------------------
                                                                        51.


               INT. UNION STATION (CHICAGO) - A TRAIN - DAY

               has pulled into track 16. THREE MEN from Texas stand out 
               among passengers. One's face is obscured by a wide brimmed 
               hat. They are --

               SPECIAL AGENTS CHARLES WINSTEAD, CLARENCE HURT + GERRY 
               CAMPBELL

               Stiff from the journey, they stretch, take in the crowd of 
               urbanites. Winstead is in his mid 40s, 5 foot 8, body out of 
               steel cable. Hurt is in his late 30s. These men are ex-Texas 
               Rangers. Unlike flashier Western lawmen of the period, they 
               do not wear Western wear unless they're on a horse. That's 
               for drugstore cowboys out to impress Easterners. Other than 
               their hats and boots, they wear dark suits and ties. They 
               have "special qualifications."

                                     WINSTEAD
                         What'd he say he looked like?

                

                                     HURT
                         Didn't say.

               Their suitcases have been set on the platform. A PORTER 
               approaches.

                                     PORTER
                         Gentlemen need a hand?

                                     CAMPBELL
                         Sure.

               Winstead gestures at their bags and one case. The PORTER 
               goes to lift the case. He can barely raise it. Campbell picks 
               up the other end. They toss it on the cart.

                                     PORTER
                         Hardware salesmen?

                                     WINSTEAD
                         That's right.

               His terse reply makes the garrulous porter stop talking.

               INT. UNION STATION, GREAT HALL - DAY

               The Neoclassical hall is enormous. Still no Purvis.

                                     CAMPBELL
                         I'll call.

-----------------------------------------------------------------------------------------------------
                                                                        52.


                                     HURT
                         I'm going to the men's room.

               Winstead spots a shoe-shine stand. Winstead sits, nods and 
               the SHOE SHINE MAN begins to polish his Western boots. He's 
               startled by the knife in a sheath built into the right boot.

                                     WINSTEAD
                         Work around it.

               From under the brim of his hat, Winstead glances at big city 
               life. He's an ominous presence.

                                     PURVIS (O.S.)
                         Agent Winstead?

                                     WINSTEAD
                              (looks over)
                         That's right.

                                     PURVIS
                         Welcome to Chicago. We have a lot of 
                         work to do.

               But...

                                                                 MEANWHILE:

               EXT. HIALEAH RACE TRACK - PADDOCK: HORSES - DAY

               are paraded by spectators by their owners and grooms.

               FRANK NITTI

               walks through the scattered crowd with Phil D'Andrea.

                                     D'ANDREA
                         Who do you want out front?

                                     NITTI
                              (business as usual)
                         Put Johnny Patton out front on the 
                         other four tracks. Tell Adonis. He 
                         can have the parking concessions, 
                         and maintenance.

                                     D'ANDREA
                              (nods)
                         Annenberg wants to sell you the 
                         remaining equity in Continental News.

                                     NITTI
                         How's he doing on the wire service?

-----------------------------------------------------------------------------------------------------
                                                                        53.


                                     D'ANDREA
                         We're feeding 300 bookies. And he 
                         came up with this gimmick called a 
                         scratch sheet.

                                     NITTI
                         What's that?

                                     D'ANDREA
                         A betting gimmick.

               Another beat. Nitti stops for a beat --

                                     NITTI
                         It's hot out, right?

                                     PHIL D'ANDREA
                         Yes, Frank.

                                     NITTI
                         Ever since those pricks shot me I 
                         can't get warm.
                              (Notices Phil's 
                              attention)
                         What?

                                     D'ANDREA
                         Some people from Chicago over there...

               D'Andrea nods. John Dillinger among the pedestrians nods 
               back. Nitti glances at them; glances away. Dillinger has on 
               sunglasses. Billie is wearing a straw hat.

               EXT. HIALEAH STANDS - HORSES

               gallop by. With Dillinger + Billie is Pierpont, Homer and 
               Makley and some girls.  This is the good life for the 
               privileged few in the middle of the Depression.

               A horse wins; not theirs.  Dillinger was holding his rabbit 
               foot. It calms down ...

                                     PIERPONT
                              (to Dillinger; business)
                         What do you say we drive out 
                         separately?  I want to mark some 
                         jugs in Denver and Phoenix.

                                     DILLINGER
                         Okay. Billie and I want to the Gulf 
                         Coast on the way out West, anyway. 
                         We'll meet you in Tucson on the 25th.

-----------------------------------------------------------------------------------------------------
                                                                        54.


                                     VAN METER
                         I heard one today. Indiana paper.
                              (low)
                         "Wanted. John Dillinger. Dead or 
                         dead."
                              (they crack up)
                         I think we wore out the Midwest for 
                         awhile.

               Billie doesn't laugh. Dillinger pulls her close and she 
               resists his good spirits.

               D'Andrea approaches. 

                                     DILLINGER
                              (to D'Andrea)
                         Hey, Phi1...

                                     D'ANDREA
                         C'mon to the Colonial tonight. It's 
                         our joint.
                              (writing on a card)
                         Be my guest ...

                                     DILLINGER
                         We' be there. No pictures.

                                     D'ANDREA
                         No pictures.
                              (to cocktail waitress)
                         Whatever these boys want, it's on 
                         the house.

               He leaves. Pierpont, Makley and Homer go off to place new 
               bets.  Billie looks at Dillinger. Looks away.

                                     DILLINGER
                         What?

               She is quiet for a moment.

                                     BILLIE
                              (cold)
                         Thank you for taking me on this trip.

                                     DILLINGER
                         You going somewhere, doll, am I?

                                     BILLIE
                         Maybe another will catch your eye 
                         like the bimbo in the paddock. So I 
                         wanted to say "thank you" before 
                         that happened.

-----------------------------------------------------------------------------------------------------
                                                                        55.


                                     DILLINGER
                         You lookin' to leave?

                                     BILLIE
                         No.

                                     DILLINGER
                         Don't kid a kidder.  

                                     BILLIE
                         Then don't play me or a fool. We 
                         both know I end up back at the Steuben 
                         Club... one way or the other.

                                     DILLINGER
                         What does that mean?

               Dillinger puts his rabbit's foot next to him on the seat.

                                     BILLIE
                         You dump me for someone else. Or, 
                         they catch you or kill you. And I 
                         don't want to be there when that 
                         happens.

                                     DILLINGER
                         Who gave you a crystal ball?

                                     BILLIE
                         I don't need one. Ask Homer.

                                     DILLINGER
                         Homer what...?

                                     BILLIE
                         ... and his damn joke..."dead or 
                         dead."

               Some tears come to her eyes.

                                     DILLINGER
                         I'll put you over my knee right now.
                         You're not going anywhere.
                              (beat)
                         We're too good for them. They are 
                         not tough enough, smart enough, or 
                         fast enough. I can hit any bank 
                         anytime. They got to be at every 
                         bank all the time.  That's why we're 
                         on top of the world. And can't put a 
                         glove on us.
                              (beat)
                         I'm going nowhere. And neither are 
                         you.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        56.


                                     DILLINGER (CONT'D)
                         You and I are here for the long haul. 
                         What do you have to say about that?

               CLOSE ON BILLIE

               This the first she allows herself to have any prospect about 
               a future with him.

               She sits on his lap and smothers him with a kiss. Her hat 
               falls off. Patrons nearby glance and look away.  Dillinger 
               doesn't give a damn.

               A new group of horses race.  Dillinger's rabbit's foot is 
               forgotten and falls off the seat.

               EXT. CONGRESS HOTEL, TUCSON, ARIZONA - DOLLY PAST SAGUARO 
               OCOTILLO CACTI - DAY (VFX - PLATE SHOT)

               In harsh Arizona sunlight that breaks chromatically around 
               their shape.  

               INT. CONGRESS HOTEL, TUCSON, ARIZONA - ON THE CLERK - DAY

               writing into a register. CLERK is a big man and Western 
               friendly.

                                     CLERK
                         Mr. and Mrs. Frank Sullivan of Green 
                         Bay, Wisconsin. How was your journey, 
                         sir?

                                     DILLINGER
                         Long.

                                     CLERK
                         I can send up some sandwiches and 
                         beer, if you'd like.

                                     DILLINGER
                         That would be swell. Some friends of 
                         mine should be here already. J.C. 
                         Davies and Mr. Long?

                                     CLERK
                         Out shopping, I believe. I'll let 
                         them know you're in when they come 
                         back.

               Old BELLHOP takes Billie's bag to the elevator. Dillinger 
               carries his own case.

-----------------------------------------------------------------------------------------------------
                                                                        57.


               INT. ROOM 323 - DOOR OPENS

               Dillinger tips the bellhop a dollar. Water runs. Dillinger 
               goes to the window - checks the street, checks for exits in 
               case of emergency. All is cool. 

               INT. BATHROOM - BILLIE

               in the tub. Dillinger enters--  

               Billie dangles a leg over the edge, strikes a pose from the 
               movies. Then another. Dillinger laughs.

                                     DILLINGER
                         Doll, you may need some company. 
                         Like me and my pal, Johnson.

                                     BILLIE
                              (his answer)
                         Get in here. Both of you ...

               She sinks down to wet her hair as ...

               INT. ROOM 323 - DILLINGER

               With Billie on his mind crosses into the bedroom to take off  
               his shirt, kick off his shoes... 

               CRASH!

               THREE MEN burst in. One knocks Dillinger sideways with the 
               butt of his shotgun. He is the Clerk.

               Dillinger falls to his knees. Clerk hits him twice more in 
               the back of his head. Billie rushes into the room and sees 
               this from behind. She's naked. Two men haul Dillinger, bloody 
               and semi-conscious, to his feet and cuff him. Eyman turns to 
               her ...

                                     EYMAN
                         Put clothes on, miss.

               INT. JAIL - DILLINGER

               handcuffed is escorted through the outer cell block briskly.

               He reacts. In the opposite direction in handcuffs chained to 
               shackles, being moved quickly are ...

               PIERPONT + MAKLEY

               escorted by six guards are being moved out of the jail.

                                     DILLINGER
                         What happened?

-----------------------------------------------------------------------------------------------------
                                                                        58.


                                     PIERPONT
                         A fire in the hotel. Firemen found 
                         our guns. Laid for us! Sorry, John.

                                     DILLINGER
                              (shouts after them)
                         Where they taking you?

                                     PIERPONT
                              (shouts back)
                         We're getting Shanghaied to Ohio!

                                     DILLINGER
                         Where's Billie ... ?

               Then they're gone. They now move Dillinger through.

                                     COP EYMAN
                         Your girl has been put on a bus back 
                         to Chicago. We ain't holding her.

               INT. JAIL CELL - DILLINGER - NIGHT

               is reading "Startling Crime" magazine. He HEARS holding cell 
               outer doors opened. He looks over.

               MELVIN PURVIS

               is there. Cowley and Baum are with him. Purvis is brought to 
               the cell. The COP who brought him goes back to his card game 
               with four or five Tucson Deputies. We SEE Special Agents 
               Winstead and Hurt in their suits and ties are there, too.  
               They lounge at ease. A Tucson Deputy gives them coffee. Eye 
               contact with Dillinger.

               But Dillinger reacts to Purvis.

                                     DILLINGER
                              (beat)
                         Well, the man who killed Pretty Boy 
                         Floyd. Floyd might have been "Pretty," 
                         'cause he sure was not "Whiz Kid 
                         Floyd."

               Deputies stifle laughter. Dillinger comes up close to Purvis.  
               They are eyeball to eyeball. Only the bars separate them.

                                     DILLINGER (CONT'D)
                              (loud, for the cop's 
                              benefit)
                         These Arizona deputies, here?
                              (beat)
                         They pulled on us right away. Did 
                         not ask Washington for permission. 
                         Made no mistakes.

-----------------------------------------------------------------------------------------------------
                                                                        59.


               Arizona Deputies enjoy the flattery. Dillinger studies 
               Purvis...

                                     DILLINGER (CONT'D)
                         That fellow Barton ... one who got 
                         killed at the Sherone Apartments.

               Is he getting to Purvis?

                                     DILLINGER (CONT'D)
                         Newspaper said you found him alive. 
                         It's the eyes, right? They look at 
                         you right before they go. Then they 
                         drift into nothing. Keep you up 
                         nights.

                                     PURVIS
                         What keeps you up, nights, Mr. 
                         Dillinger?
                              (a challenge)

                                     DILLINGER
                         Coffee.

               Now Dillinger reads him like an X-ray.

               VERSION #1

                                     DILLINGER (CONT'D)
                         You act like a confident man, Purvis. 
                         But I don't see it. You have a few 
                         qualities.  And you're probably okay 
                         from a distance and there's a group 
                         of you. But right up close, toe to 
                         toe, do or die?  I am used to that. 
                         Are you?

               VERSION #2

                                     DILLINGER (CONT'D)
                         You act like a confident man, Purvis. 
                         But I don't see it. You have a few 
                         qualities.  But your group's only 
                         good from a distance when you got 
                         the guy outnumbered. But up close, 
                         toe to toe, do or die?  Any way you 
                         got to? I am used to that. Are you?

               Purvis has nothing to say. He stares at Dillinger. Then he 
               turns to leave.

                                     PURVIS
                         Goodbye, Mr. Dillinger.

-----------------------------------------------------------------------------------------------------
                                                                        60.


                                     DILLINGER
                         I'll see you down the road.

               From ten feet away.

                                     PURVIS
                              (quietly)
                         No you will not. The only way you 
                         will leave a jail cell is when we 
                         take you out to execute you.

                                     DILLINGER
                         We will see about that.
                              (beat)
                         Go get yourself another line of work, 
                         Melvin.

               Purvis gestures for the guards to let him out --

               Dillinger lays back down on his cot. The Tucson Deputies 
               stare after Purvis, one laughs. After a moment ...

                                     DILLINGER (CONT'D)
                              (to Tucson Deputies)
                         I was joking about the "we'll see 
                         about that." I'll let you boys keep 
                         me in this jail awhile.

                                     COP EYMAN
                         We'd like that, Johnny, but don't 
                         get too comfortable. They're moving 
                         you.

               Tables turned.

                                     DILLINGER
                         Where to?

                                     COP EYMAN
                         Indiana.

                                     DILLINGER
                         Why? I have absolutely nothing I 
                         want to do in Indiana.

                                                                    CUT TO:

               EXT. SKY OVER CHICAGO - AERIAL: FORD TRI-MOTOR LANDING GEAR - 
               NIGHT

               Descends. It's 6:10pm on a snowy Tuesday evening, January 
               30th. Below are dim jeweled street lights in the dark white 
               snow of the city.

-----------------------------------------------------------------------------------------------------
                                                                        61.


               EXT. MIDWAY AIRPORT RUNWAY - FORD TRI-MOTOR

               An assembly of photographers, Chicago P.D. officers and a 
               crowd have come to greet the biggest celebrity in America.

               AS DILLINGER DESCENDS THE AIRPLANE STAIRS

               FLASHBULBS POP. Lake County, Indiana PROSECUTOR ROBERT ESTILL 
               puts Dillinger's jacket over him to guard against the cold.  
               Two huge Chicago cops put Dillinger into the back of a car. 
               With outrider motorcycles, the caravan takes off out of the 
               airport into the snowy night.

               EXT. SOUTHSIDE CHICAGO STREETS - CROWDS - NIGHT

               crane to see the Dillinger convoy as they hear approaching 
               sirens. It heads east towards the Indiana border and the 
               town of Crowne Point.

               INT. LAKE COUNTY COURT HOUSE + JAIL - (CROWN POINT, INDIANA)

               SHERIFF LILLIAN HOLLEY - NIGHT

               at her desk when ...

                                     DEPUTY
                         He's here.

               A diminutive woman, SHERIFF HOLLEY goes to greet the massive 
               cops who bring John Dillinger into her reception area and 
               its crowd of 30 reporters. It's warm, crowded. Here, the 
               large Chicago cops seem out of place, not Dillinger.  
               Dillinger  sizes up the new circumstances and seizes the 
               opportunity. He nods hello to Sheriff Holley...

                                     SHERIFF HOLLEY
                              (to reporters)
                         Back up over there.

               Dillinger looks over the crowd, picking out the receptive 
               reporters. Per the "Chicago Daily News": "His diction was 
               amazing - better in many instances than that of his 
               interviewers- his poise no less so ... There was no hint of 
               hardness about him, no evidence save in the alert presence 
               of armed policemen that he had spent his formative years in 
               a penitentiary. He had none of the sneer of the criminal ...  
               Looking at him for the first time ... he rates as the most 
               amazing specimen of his kind ever seen outside of wildly 
               imaginative moving picture."

                                     SHERIFF HOLLEY (CONT'D)
                         You can take the manacles off of him 
                         now.

-----------------------------------------------------------------------------------------------------
                                                                        62.


                                     REPORTER
                         Johnny, are you glad to see Indiana 
                         again?

               Dillinger's ironic smile ...

                                     DILLINGER
                         I am about as glad to see Indiana as 
                         Indiana is to see me.

               Everybody laughs.

                                     REPORTER #2
                         Did you smuggle the guns into Indiana 
                         State Penitentiary for the big break 
                         of September 26th?

                                     REPORTER
                         How'd you get them in?

                                     DILLINGER
                              (smiles)
                         Right now, you're too inquistive ...

                                     PHOTOGRAPHER
                         Hey Bob ...
                              (to Prosecutor Robert 
                              Estill)
                         Put your arm around Dillinger.

               FLASHBULBS POP. They fluster Estill. Not Dillinger. He props  
               his elbow on the prosecutor's shoulder and cracks a broad 
               grin so that the body language in the image says it's all 
               bonhomie and he's not Public Enemy #1 and the most dangerous  
               man in America. The Prosecutor complies. They look like old 
               pals.

                                     REPORTER
                         When was the last time you were in 
                         Mooresville?

               DILLINGER'S EYES

               SEE him work the reporters. He plays them like a champ. The 
               New York Times called this moment ... "a modern version of 
               the return of the prodigal son."

                                     DILLINGER
                         Ten years ago. I was a wild boy and 
                         foolish. I held up a grocery store 
                         which I never should have done because 
                         Mr. Morgan was a good man. And they 
                         sentenced me to 10 years in the state 
                         penitentiary for a 50 dollar theft.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        63.


                                     DILLINGER (CONT'D)
                         In prison, I met a lot of good fellas. 
                         I helped fix up the break at Michigan 
                         City. Why not? I stick to my pals 
                         and my pals stick to me.

                                     ANOTHER REPORTER
                         How long does it take you to go 
                         through a bank?

                                     DILLINGER
                         One minute and 40 seconds flat.

               Dillinger nods and turns away. The Lake County authorities 
               have no option. He - not the Sheriff ended the press 
               conference.

               INT. FBI OFFICE - NEWSPAPER PICTURE: PROSECUTOR ESTILL

               with his buddy, John Dillinger resting an arm on his shoulder.

                                     HOOVER (O.S.)
                         Why is this clown Estill fraternizing 
                         with the man he is scheduled to 
                         prosecute?!

               REVEAL we are in Hoover's office.

               INT. LAKE COUNTY JAIL, STAIRCASE - LOUIS PIQUETT - DAY

               LOUIS PIQUETT- a former bartender and Chicago gangland's 
               melodramatic mouthpiece - is escorted up the stairs into the 
               cellblock common area by jailor LEWIS BAKER.

               INT. CELL BLOCK TABLE

               Dillinger's waiting for him. Another convict, HERBERT 
               YOUNGBLOOD, makes sure the rest of the cons stay away.  
               Dillinger holds Piquett's business card. They shake hands.

                                     DILLINGER
                         You come highly recommended by Alvin 
                         Karpis. What can you do for me?  
                         [ALT DIAL: At the arraignment they're 
                         going to try to transfer me to the 
                         State Pen.]

                                     PIQUETT
                         What's on your mind?

                                     DILLINGER
                         The electric chair.

               There's none of Dillinger's cocky joie de vivre. That's for 
               reporters.

-----------------------------------------------------------------------------------------------------
                                                                        64.


               INT. LAKE COUNTY COURT - JUDGE MURRAY - DAY

               is on the bench rearranging his cushion. Dillinger is shackled 
               to his chair.

               The courtroom is packed, corning to order. Walls are lined 
               with deputies holding rifles. Reporters scribble. The gavel 
               quiets the crowd.

                                     PIQUETT
                              (on his feet)
                         Your honor!  Are we to have an 
                         arraignment in accord with the laws 
                         of this nation, or is the State to 
                         be permitted to incite an atmosphere 
                         of prejudice?  The very air reeks 
                         with the bloody rancor of intolerant 
                         malice. The clanging of shackles 
                         brings to our minds the dungeons of 
                         the Czars, not the flag-bedecked 
                         liberty of an American courtroom. I 
                         request the court to direct that 
                         those shackles be removed forthwith!

                                     ROBERT ESTILL
                         This is a very dangerous man, your 
                         Honor.

                                     DEPUTY HOLLEY
                              (Lillian Holley's 
                              nephew)
                         And I'm responsible for the 
                         safeguarding of the prisoner.

                                     PIQUETT
                         Who are you?! Are you a lawyer? What 
                         right have you to address this court?

                                     JUDGE MURRAY
                         Alright, remove the handcuffs from 
                         the prisoner.

                                     ROBERT ESTILL
                         Your honor, we'd like to relocate 
                         the prisoner. Only Indiana State 
                         Penitentiary in Michigan City can 
                         guarantee Dillinger will not escape.

                                     JUDGE MURRAY
                         Sheriff Holley?

                                     SHERIFF HOLLEY
                         I concur, your honor.

-----------------------------------------------------------------------------------------------------
                                                                        65.


                                     PIQUETT
                         Sheriff Holley, I think it's a very 
                         nice jail you have right here. What 
                         makes you think there's anything 
                         wrong with it?

                                     SHERIFF HOLLEY
                         There isn't anything wrong with my 
                         jail!  It's the strongest jail in 
                         Indiana.

                                     PIQUETT
                         That's what I thought. But of course, 
                         I don't want to embarrass Mrs. Holley. 
                         I appreciate that as a woman if she's 
                         afraid of an escape ...

                                     SHERIFF HOLLEY
                         I'm not afraid of an escape. I can 
                         take care of John Dillinger or any 
                         other prisoner.

                                     JUDGE MURRAY
                         Okay, Dillinger will stay here.

               Dillinger's staying in Crown Point. Dillinger's relieved.

                                     PIQUETT
                         Thank you, your Honor. The Defense 
                         will need four months to prepare 
                         itself.

                                     ROBERT ESTILL
                         It should take 10 days.

                                     PIQUETT
                         To go on in 10 days would be a legal 
                         lynching of this lad! There's a law 
                         against lynching!

                                     ROBERT ESTILL
                         There's a law against murder!

                                     PIQUETT
                         Then observe the law part. Or just 
                         stand Dillinger against the wall and 
                         shoot him.  No need to throw away 
                         the State's money on this mockery.

                                     JUDGE MURRAY
                              (to both lawyers)
                         Calm down.

-----------------------------------------------------------------------------------------------------
                                                                        66.


                                     PIQUETT
                         I apologize to the court.
                              (indicating Estill)
                         Bob and I respect each other very 
                         much.

                                     JUDGE MURRAY
                              (warns Estill)
                         Watch out or he, too, will be putting 
                         his arm around you.

               Laughter ripples.

                                     JUDGE MURRAY (CONT'D)
                         The trial starts in one month on 
                         March 12th.

               DILLINGER as he stands, handcuffs are reapplied. He leans to 
               Piquett, whispers ...

                                     DILLINGER
                         Atta boy, counselor.

               E/I. LAKE COUNTY JAIL - MORNING

               SAM CAHOON, a 64-year-old janitor, trots through the rain 
               and into the jail. See 12 men with overcoats and shotguns 
               outside the jail. Inside, Cahoon shakes the rain from his 
               coat, waves to a GUARD and passes up the stairs to the ...

               INT. CRIMINAL CELL BLOCK

               GUARD BRYANT pulls lever opening cell doors.

               GUARD BRYANT opens the gate to the common area in between 
               rows of cells after warning prisoners to stand aside. Closes 
               gate.

               Cahoon and TWO TRUSTEES, carrying boxes of toilet paper, 
               soap and Dutch cleanser, enter.

                                     DILLINGER
                         Hey Cahoon ...

               Cahoon approaches. Dillinger jabs something under Cahoon's 
               chin. Cahoon gets a glimpse: it's a small black gun.

                                     DILLINGER (CONT'D)
                         Come on, Sam, we're going places.

               A hulking Herbert Youngblood, holding a length of pipe, 
               materializes next to Dillinger and ushers the Trustees into 
               an empty cell.

-----------------------------------------------------------------------------------------------------
                                                                        67.


                                     DILLINGER (CONT'D)
                         Call Bryant.

                                     CAHOON
                         Bryant!

               Dillinger gets Cahoon to get Bryant to open the door.  
               Dillinger hides. Then they rush the door. Dillinger spins 
               Bryant and coerces him to the barred door to the staircase 
               and raps on the solid door with his billy.

               INT. OUTER CELLBLOCK AREA (BETWEEN CELLBLOCK AND DOOR TO THE 
               STAIRCASE)

                                     DILLINGER
                              (to Bryant)
                         Open it up.

               Bryant opens the barred door. They now face the solid door.

                                     DILLINGER (CONT'D)
                         Call Max.

               OVER/PAST DILLINGER to gun in Bryant's back. He prods Bryant.

                                     DILLINGER (CONT'D)
                              (low)
                         I'll kill you if I have to and don't 
                         think I won't!

                                     BRYANT
                         Max. Open up.

               Solid door giving them access to the stairwell is opened.  
               Dillinger having tossed Max to Youngblood, kicks solid 
               stairwell door open and walks him down the stairs to the 
               first floor.

               BS6 INT. STAIRCASE BS

               Max comes hurtling down, Dillinger after him, grabs keys, 
               opens a barred door to stairwell on the first floor.  
               Youngblood follows with Bryant.

               The last door looms ... Dillinger props Max at the peephole 
               and raps on the door.

               INT. LAKE COUNTY JAIL, BOOKING ROOM - BOOKING ROOM GUARD 
               (SCOTT)

               Opens barred door, looking thru hole in solid door, sees 
               Max, opens solid door. 

               INT. FIRST FLOOR STAIRWELL - DILLINGER 

-----------------------------------------------------------------------------------------------------
                                                                        68.


               pulls Scott into stairwell and dashes for Warden's office.  
               Youngblood clubs unconscious Bryant as Dillinger pulls Scott  
               into stairwell and dashes for Warden's office and Youngblood  
               beats down Scott. 

               INT. WARDEN'S OFFICE 

               WARDEN BAKER and DEPUTY BLUNK are there doing administrative  
               work. Dillinger seizes the Warden, jams the gun under the 
               Warden's chin.

                                     DILLINGER
                              (to Blunk)
                         I will plug the warden.

               INT. BOOKING AREA - DILLINGER 

               Pulls the Warden to the gunsafe.

                                     DILLINGER
                         Open it.

               Out of the gunsafe, Dillinger grabs a .45, a rifle, and a 
               Tommy gun. Youngblood locks the Warden in the stairwell.

                                     WARDEN BAKER
                         That wasn't real. Was it?

               They take Deputy Blunk with them.

               INT. TRANSITIONAL DOORS - DILLINGER, YOUNGBLOOD + DEPUTY 
               BLUNK

               leave the Booking Room through doors leading to ...

               INT. GARAGE - OVER DILLINGER

               He enters. Two Deputies are there. A mechanic named EDWARD 
               SAAGER is hunched over the engine of a 1927 Nash when he 
               feels something shoved into his back. He turns to see... 

                                     YOUNGBLOOD
                         Put your hands up.

                                     DILLINGER
                         Alright, which of these here cars is 
                         the fastest, and you're going with, 
                         so don't lie.

                                     SAAGER
                         That would be the Ford in the corner.
                         It's got the new V-8.

                                     DILLINGER
                         We're taking that.

-----------------------------------------------------------------------------------------------------
                                                                        69.


                                     SAAGER
                              (hesitating)
                         That's Sheriff Lillian Holley's 
                         personal car.

               That even more highly recommends it. Youngblood puts Deputies 
               into a locker and crowbars the door. Dillinger starts ripping 
               ignition wires out of the other cars. Dillinger, Youngblood, 
               Deputy Sheriff Blunk, and Saager are herded into the Sheriff's 
               Ford V-8.

               EXT. CROWN POINT MAIN STREET - (CROWN POINT, INDIANA) FORD V-
               8 - DAY

               with Dillinger driving pulls out of some part of the garage 
               and past the National Guard emplacement. One bored SOLDIER 
               waves, thinking it's the Sheriff. Youngblood's in the backseat 
               covering Saager + Deputy Sheriff Blunk. Dillinger tells Blunk 
               to wave. He waves back. They cruise out of town.

               EXT. STREET/INT. HOLLEY'S FORD V-8 (COLUMBUS, WI)- DILLINGER

               drives down the main street repressing the urgency to speed 
               away. He must look like normal traffic. National Gurd troopers 
               amble on the sidewalk coming out of a cafe. One looks at 
               him. Ahead is a red light. Dillinger stops. Tension.

               The light takes forever to change. The building on the corner 
               seems to hover over them, ominously.

               Finally the light changes to green. Dillinger turns right 
               around the corner. Relief.

               EXT. JAMES STREET- THE '34 FORD

               approaches.

               INT. '34 FORD

                                     DILLINGER
                         Mr. Youngblood? Are we clear?

               Youngblood looks out the rear window, then the side window.

                                     YOUNGBLOOD
                         We are.

               Dillinger floors it. The '34 Ford V-8 rockets ahead.

               Dillinger checks his rearview, then the speedometer. He's 
               impressed with the new flathead V-B's pick-up.

                                     DILLINGER
                         Wow!
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        70.


                                     DILLINGER (CONT'D)
                              (addressing the two 
                              hostages)
                         I'm going to write to Henry Ford. 
                         "Dear Henry Ford, Your 1934 Ford is 
                         the best damned getaway car in 
                         America. Yours truly, John Dillinger."
                              (eyes tense hostages)
                         Relax folks ...

               Dillinger enjoys the speed. He starts to hum. Then ...

                                     DILLINGER (CONT'D)
                         Okay. Who knows "The Last Round-up?"
                              (singing)
                         "Get along little doggie, get 
                         along..."

               EXT. INTERVIEW SITE (WHATEVER'S AVAILABLE THAT MIGHT BE CROWN 
               POINT GARAGE OR BRICK WALL) - SAAGER - DAY

               INT. J. EDGAR'S OFFICE -NIGHT/RADIO INTERVIEW (INTERCUT)

               Only Tolson and J. Edgar Hoover are there in deep shadows.

                                     REPORTER
                         How did he act?

                                     SAAGER
                         Well ... he sang part of the way.

                                     REPORTER
                         What did he sing?

                                     SAAGER
                         You know "The Last Round-up."
                              (half-sings "The Last 
                              Roundup")
                         "Get along little doggie, get 
                         along..."

                                     NARRATOR
                              (Lowell Thomas voice)
                         As John Dillinger escaped from the 
                         Crown Point jail ... or as folks now 
                         call it, the "Clown Point Jail" ... 
                         he appears immune to the forces of 
                         law. And commenting in his fireside 
                         address on March 5th, 1933...

                                     FDR
                         The Federal government, you know, 
                         cannot be held up to mockery in this 
                         way...

-----------------------------------------------------------------------------------------------------
                                                                        71.


               Hoover is rocked. It's as if FDR is saying Hoover is the man 
               responsible for the federal government being mocked ...

                                     NARRATOR
                              (pause; heraldic music)
                         Meanwhile, in Ethiopia the Emperor 
                         Haile Selassie ...

                                                                    CUT TO:

               INT. WALGREENS DRUG STORE, GARY, INDIANA - PHONEBOOTH: 
               DILLINGER - NIGHT

               It's later that same night. Dillinger watches cars, people, 
               then...

                                     BILLIE
                         Hello.

                                     DILLINGER
                              (into the phone)
                         Hey doll. It's me.

               INT. BILLIE'S FURNISHED APARTMENT - NIGHT

               It's basic, the furniture is worn. Billie clutches the phone 
               to her ear.

                                     DILLINGER (PHONE) (CONT'D)
                         Look, I can't talk long. You okay?

               INT. TELEPHONE EXCHANGE - NIGHT 

               Baum is listening intently to John Dillinger. An acetate 
               disc turns. The stylus cuts. Agent Madala is calling Billie's 
               local exchange to see if the operator can trace the call.

                                     BILLIE (O.S.)
                         Yeah. I heard it on the radio. How 
                         'bout you?

               INT. BILLIE'S APARTMENT - BILLIE

                                     DILLINGER
                         Yeah, I'm fine... I'm fine. And I'm 
                         on the road to...

                                     BILLIE
                              (interrupts)
                         Don't come to Chicago, Johnny.

               E93 (MOVED FROM SC 103)INT. ROOM IN TELEPHONE EXCHANGE - 
               BAUM E93

-----------------------------------------------------------------------------------------------------
                                                                        72.


                                     DILLINGER
                         What's that supposed to mean?
                              (beat)
                         I promised I'd look after you, didn't 
                         I?

               INT. WALGREEN'S DRUG STORE - DILLINGER 

               Intercut Dillinger and Billie.

                                     BILLIE
                         Yes.

                                     DILLINGER
                         Well, then I'm going to come over 
                         there, I'm going to get you, and I'm 
                         going to take care of you like always.
                              (beat)
                         You know that don't you? You believe 
                         that?

                                     BILLIE
                         Yes.

                                     DILLINGER
                         Then say it. Say you know that.

                                     BILLIE
                         Baby. Don't come to Chicago.

                                     DILLINGER
                         Say it. Say it. Say that.

                                     BILLIE
                         I know you will take care of me.

                                     DILLINGER
                         Alright then. I gotta get off now.
                              (beat)
                         I love you. Bye.

               Dillinger ends the call. Hamilton waits in a Hudson at the 
               curb. Billie hangs up. Another train goes by.

               INT. TELEPHONE EXCHANGE

               Madala shakes his head to Baum - no trace.

               I/E. PURVIS'S PIERCE-ARROW- ACROSS FROM BILLIE'S APARTMENT 
               BUILDING - PURVIS - NIGHT

               is revealed to be watching Billie. The B of I has cut into 
               Billie and has her under surveillance.

-----------------------------------------------------------------------------------------------------
                                                                        73.


                                     PURVIS
                         She knows we're watching and he knows 
                         we're listening.
                              (ALT DIAL)
                         Sooner or later, she'll go to him. 
                         Or, he's going to come for her.

                                                                    CUT TO:

               EXT. CAROLE SLAYMAN'S WHOREHOUSE, REAR YARD - DILLINGER - 
               DAY OR NIGHT

               Drives the '34 Ford. Next to him, now, is Red Hamilton. The 
               '34 Ford drives into the backyard. Johnny's out and 
               approaching the rear door, his jacket over his right arm 
               partially hiding the Thompson. He's glad to be back ...

                                     DILLINGER
                              (big smile)
                         Hiya Sport.

                                     SPORT
                         How're ya doin' Mr. Johnny? You gotta 
                         hold it right there ...

                                     DILLINGER
                         Where's Carole?

                                     SPORT
                         They got moved to Newport, Kentucky.
                              (beat)
                         Can't stay here no more, Mr. Johnny.

               Not a warm welcome ... The smile falls off Dillinger's face.

                                     DILLINGER
                         Says who?

               INT. KITCHEN - MARTIN ZARKOVICH - DAY

               makes himself visible in the doorway. Unseen are two big 
               cops with shotguns who stay hidden inside.

                                     ZARKOVICH
                              (moves into doorway)
                         Sport's only following orders. So am 
                         I.

               He demonstrates that his palms are empty. He's smart enough 
               not to be armed.

                                     ZARKOVICH (CONT'D)
                         They thought you might come here.

               Zarkovich is nervous. Dillinger reaches for his front pocket.

-----------------------------------------------------------------------------------------------------
                                                                        74.


                                     ZARKOVICH (CONT'D)
                         Your money is no good.

                                     DILLINGER
                         I don't get it.

                                     ZARKOVICH
                         Go talk to your pal, Gilbert.

                                     DILLINGER
                         About what?

                                     ZARKOVICH
                         Talk to Gilbert Catena.

               Dillinger, not taking his eyes off windows and doors, backs 
               away. He knows there are more men. Zarkovich is nervous and 
               frozen because ...

               RED HAMILTON'S

               front sight rests on Zarkovich's heart which he would blow 
               out the back of his chest with the souped-up .351 Winchester.

               Now, Dillinger pulls the '34 Ford out of the backyard with 
               Red still on the running board. Zarkovich almost faints in 
               relief.

                                                                    CUT TO:

               INT. KEDSIE AVENUE CIGAR STORE - GLASS DOOR - DAY

               slams open. Dillinger and Red enter. Red throws two customers 
               outside, closes the door, flips the sign to CLOSED. Dillinger 
               confronts Gilbert Catena with a .45 pulled from a shoulder 
               holster and dead centered on Gilbert's forehead.

                                     DILLINGER
                         I went to East Chicago to lay low. 
                         The welcome mat was not out. I kept 
                         hearing your name.
                              (beat)
                         And at Oscar's, my gear is gone.

               The deadly look in Dillinger's eyes leaves no mistake.

                                     DILLINGER (CONT'D)
                         I am going to ask you once.
                              (beat)
                         And I just did.

                                     GILBERT
                         Let me make a call.

               Dillinger nods.

-----------------------------------------------------------------------------------------------------
                                                                        75.


                                     GILBERT (CONT'D)
                              (into phone)
                         Gimme Phil ...
                              (beat)
                         He's here.
                              (listens)
                         Okay.

               He hangs up. He gestures to a doorway and leading to the 
               second floor. Johnny and Red throw Gilbert up the stairs 
               first.

               INT. SECOND FLOOR - GILBERT, DILLINGER + RED - DAY

               enter. They see office remodeling in progress. FIVE 
               TECHNICIANS run wires, installing phones. EIGHT CLERKS with 
               shades on and ledgers man phones. Other men look over 
               blueprints. They look up. They are Jake Guzik and his brother, 
               Phil D'Andrea and five or six assorted Syndicate soldiers.

               TWO HEAVYSET SOLDIERS

               come forward to frisk Johnny + Red. They gesture for them to 
               open their coats to allow the search.

                                     D'ANDREA
                              (irritated; to Catena)
                         Anybody see him come in?

                                     GILBERT
                         I don't think so.

               SOLDIER ONE approaches ... Dillinger spins the man around, 
               slams a knee into his kidney, pulls him back with a .45 under 
               s jaw, as he draws his second .45 and sweeps the group ...

                                     DILLINGER
                         Wanna know if we're armed? We're 
                         armed.

               He dumps this guy on the floor, his heavy shoe an ounce from 
               crushing his larynx. Red's two Thompsons concealed on shoulder 
               straps are out from under his coat. Frozen time.

               Phil D'Andrea sits on the corner of a table.  Relaxed.

                                     D'ANDREA
                         Look around. What do you see?

                                     DILLINGER
                         A lot of telephones.

-----------------------------------------------------------------------------------------------------
                                                                        76.


                                     D'ANDREA
                         You see money. Last month there were 
                         independent wire services letting 
                         bookies know who won the third race 
                         at Sportmen's Park. 300 of 'em 
                         nationwide. Now there's only one.  
                         Ours. General News. On October 20, 
                         you robbed the bank in Green Castle, 
                         Indiana. You got away with $74,802.  
                         Split 5 ways, that's $14,960.40. You 
                         thought that was a big score.

               Dillinger stares at him. Where's this going?

                                     D'ANDREA (CONT'D)
                              (indicates the room)
                         These phones make that much every 
                         day.  That is how money gets made. 
                         And it keeps getting made, day after 
                         day after day. A river of money. 
                         Flowing right to us. And it gets 
                         deeper and wider every week and every 
                         month.
                              (beat)
                         Unless the cops come through that 
                         door.

                                     DILLINGER
                         Which you pay them not to.

                                     D'ANDREA
                         Right. Unless you're around. Then 
                         they got to come through that door 
                         or any other door, no matter what.
                              (beat)
                         What does that tell you?

                                     DILLINGER
                         I'm popular.

                                     D'ANDREA
                         You're bad for business. What this 
                         is, is called obsolescence.

               Here, the first soldier is pulled away and restrained by the 
               second and dismissed by D'Andrea who keeps talking.

                                     D'ANDREA (CONT'D)
                         So the Syndicate got a new policy.
                              (beat)
                         Guys like you? Karpis? Campbell?  
                         Verne Miller? Shotgun Ziegler?  We 
                         ain't laundering your money or bonds 
                         no more.

-----------------------------------------------------------------------------------------------------
                                                                        77.


                                     D'ANDREA (CONT'D)
                         You ain't holing up in our whorehouses 
                         anymore. No armorers. No doctors. No 
                         nothing. You get it?

               D'Andrea comes closer to him.

                                     D'ANDREA (CONT'D)
                         And I am telling you this because I 
                         have to. I am a messenger. This is 
                         strictly business.
                              (quietly)
                         Personally, need something to tide 
                         you by? You short?

               He reaches into a pocket for cash. Dillinger and Red's look 
               says it. They don't need his fucking money. They start out.

                                     D'ANDREA (CONT'D)
                         All right. But do me a personal favor.

               Dillinger hesitates.

                                     D'ANDREA (CONT'D)
                         My son, Mark. You're his hero.

               D'Andrea pulls out piece of paper and a pen. Dillinger looks 
               at him like he's crazy. Then he signs the autograph.

                                     D'ANDREA (CONT'D)
                         Good luck to you. You too, Red.

               INT. CIGAR STORE - DILLINGER + HAMILTON

               cross through.

                                     HAMILTON
                         Why'd you sign that asshole's paper?

                                     DILLINGER
                         I don't know.

               EXT. JUSTICE DEPT. BUILDING + STAIRCASE - PURVIS WAS KEPT 
               WAITING. HE NOW JOINS HOOVER + SUYDAM

               who are briskly exiting the building. Reporters try to close 
               in. Capitol police keep them away. Hoover's angry. His voice 
               is clipped and rapid-fire.

                                     HOOVER
                         ... they call Crown Point, "Clown 
                         Point."
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        78.


                                     HOOVER (CONT'D)
                         The Bureau of Investigation cannot 
                         catch Public Enemy No. 1, but Arizona 
                         cowboys can. The President of the 
                         United States stated Dillinger is 
                         making a mockery of the system of 
                         justice in this country.  That means 
                         I am allowing Dillinger to make a 
                         mockery of the system of justice in 
                         this country. It is a dark cloud.  
                         There is a silver lining that cloud.  
                         By escaping Crown Point, John 
                         Dillinger has given us a second chance 
                         to get John Dillinger.
                              (beat)
                         Hamilton has a 34 year old sister in 
                         Detroit. Arrest her. Pick up all 
                         known Dillinger associates. Doctors.  
                         Family.  Pierpont's mother in 
                         Indianapolis.  Dillinger's family in 
                         Mooresville. We suspect them of 
                         harboring. Especially foreigners.

                                     PURVIS
                         But Hamilton's family hasn't had 
                         word from Red in years...

                                     HOOVER
                         Convince them to go get "word."  
                         Create informants, Agent Purvis. 
                         Suspects are to be interrogated 
                         "vigorously." "Grilled." Take direct, 
                         expedient action. As they say in 
                         Italy these days... "take off the 
                         white gloves."

               By this point, they're down the Justice Department staircase.

                                     HOOVER (CONT'D)
                         Do we understand each other, Agent 
                         Purvis?

               He says nothing. Purvis is dismissed. Hoover steps in front 
               of a ...

               MOVIETONE NEWS CREW

               where 18 boys, aged 12-15 have been waiting in a line on 
               little boxes. High voltage enthusiasm suddenly imbues Hoover.

                                     HOOVER (CONT'D)
                         What's your name, son?

                                     HARRIS
                         Harris.

-----------------------------------------------------------------------------------------------------
                                                                        79.


               The cameras roll.

                                     HOOVER
                              (turning to camera)
                         G-Men all over the country have picked 
                         up the gauntlet flung down by the 
                         outlaws and wanton murderers. And 
                         these junior crime fighters, these 
                         junior G-men ...

               COLOR DESATURATES into BLACK + WHITE and the Movietone News 
               theme music plays. We don't know why ...

               CUE #1: HOOVER

                                     HOOVER (CONT'D)
                              (continuing)
                         ... every one ... stopped a crime 
                         from occurring and forestalled another 
                         entry into the black book of criminal 
                         deeds.
                              (beat)
                         I am rewarding them with these medals 
                         today. My friend, Harris here, is 
                         the first ...

               Hoover pins the first medal on Harris. He doesn't have to 
               bend down because the boys stand on boxes.

               We are in a newsreel and we HEAR OFFSCREEN ...

                                     DILLINGER (O.S.)
                              (low)
                         You can size up a score like nobody's 
                         business, Tommy. You're a good egg, 
                         but I don't like Nelson.

               WHY IS JOHN DILLINGER'S VOICE HERE?

               OVER CONTINUING BLACK + WHITE NEWSREEL FOOTAGE OF HOOVER

               PULL BACK to reveal ... JOHN DILLINGER. We are in ...

               INT. MOVIE THEATER DILLINGER'S

               listening to Tommy Carroll. Next to Dillinger in the row is 
               Red. Across the aisle a row back is Horner. Shouse is one 
               row in front on the aisle. We haven't seen Shouse since Johnny 
               threw him out of the car in Indiana.

               CUE #2: VERNE MILLER, ETC.

               Now a Movietone FANFARE and cut to photographs of ...

-----------------------------------------------------------------------------------------------------
                                                                        80.


               VERNE MILLER, PRETTY BOY FLOYD, etc...  bullet-ridden corpses 
               and crime photos.

                         TOMMY CARROLL
                    (whispers)
                 You got Lester wrong. 
                 He thinks the world of 
                 you.  Whole country 
                 thinks you're a hero.

                                                       MOVIE ANNOUNCER (V.O.)
                                                  (booming)
                                               Verne Miller, Pretty Boy 
                                               Floyd, Eddie Green, Shotgun 
                                               George Ziegler. All thought 
                                               they could lead a life of 
                                               crime with impunity ...

                                     DILLINGER
                         And what's he here for?

               ON THE SCREEN: Mug shots of Machine Gun Kelly, Clark, Pierpont 
               and Makley.

                         SHOUSE
                    (whispered; eager)
                 I'm willing to let bygones by 
                 bygones...

                                                       MOVIE ANNOUNCER (V.O.)
                                                  (booming)
                                               ... as did the imprisoned 
                                               Machine Gun Kelly, Harry 
                                               Pierpont and Charles Makley, 
                                               convicted of murder in 
                                               Lima, Ohio and sentenced 
                                               to die in the electric 
                                               chair ...

               Shouse holds out his hand ...

               Nothing from Dillinger.

                                     CARROLL
                         John, we gotta all be friends or 
                         this ain't gonna work.

               NOW ON SCREEN APPEARS: Alvin Karpis, the Barkers, Baby Face 
               Nelson, and a cascade of mug shots over ...

                         DILLINGER
                 Red told you.  After 
                 we take the bank, we 
                 bust out Pierpont and 
                 Makley.

                         CARROLL
                 That's going to take some careful 
                 planning.

                                                       MOVIE ANNOUNCER (V.O.)
                                               And now Director J. Edgar 
                                               Hoover would like you, the 
                                               audience, to help us 
                                               apprehend bank robber Harvey 
                                               Bailey, members of the 
                                               BarkerKarpis gang wanted 
                                               for the kidnapping of Edward 
                                               Bremer, Lester Gillis known 
                                               as Baby Face Nelson ...

               CUE #3: DILLINGER PICTURE

               NOW ON THE SCREEN: JOHN DILLINGER

-----------------------------------------------------------------------------------------------------
                                                                        81.


                                                       MOVIE ANNOUNCER (CONT'D)
                                               ... and Public Enemy Number 1, John 
                                               Dillinger.

                         SHOUSE
                    (against Dillinger 
                    picture)
                 C'mon, they got the 
                 prison surrounded by 
                 National Guard ...

               The men are uneasy. A few audience members cheer. Dillinger 
               glances, glances away ...

                                     MOVIE ANNOUNCER (V.O.)
                         And in a moment, please look around 
                         you, ladies and gentlemen, as we 
                         raise the lights. They may be sitting 
                         amongst you.  House lights!

               LIGHTS come up! Shouse tries to rise. Red or Tommy slams him 
               back into his seat.

                                     HAMILTON
                         Oh Jesus ...

                                     MOVIE ANNOUNCER (V.O.)
                         They may be in your row. Turn to 
                         your right and turn to your left ... 
                         If you see them, call the Bureau of 
                         Investigation or your local police.

               Audience turns right and left. Dillinger and Hamilton and 
               Tommy turn their heads, too, searching for desperadoes.

               JOHN DILLINGER

               The exposure is so outrageous it makes Dillinger laugh out 
               loud. That makes the people all around talk and joke.

               INSERT: DILLINGER'S HAND

               grips his .45. Shouse is grey with fear and doesn't turn to 
               look.  Houselights darken. Movietone newsreel ends.

               CUE #4

               Looney Tunes starts. Daffy Duck.

                                     CARROLL
                              (low)
                         After the bank we'll figure out if 
                         we can bust out Pierpont and Makley. 
                         You got my word. Okay?

-----------------------------------------------------------------------------------------------------
                                                                        82.


               Hamilton looks at Dillinger, who nods assent ...

                                     DILLINGER
                         Okay.

                                     HAMILTON
                              (whispers to Shouse)
                         And I got my eye on you. You step 
                         out of line one inch and I will kill 
                         you. Then I will kill your parents 
                         for having had you.

                                     DILLINGER
                         Where's the bank?

                                     CARROLL
                         Sioux Falls. Nelson says there's 
                         $800,000 in there. He got us a great 
                         place to holeup after 'til the heat 
                         blows over.

               DILLINGER + RED

               walk up the aisle to CAMERA. Cartoons continue behind them.

               Homer, rear guard, follows.

                                     HAMILTON
                         "Don't work with people you don't 
                         know and don't work when you're 
                         desperate."  Walter Dietrich. Remember 
                         that?

                                     DILLINGER
                         Walter forgot ... when you're 
                         desperate, that's when you got no 
                         choice.

                                                                    CUT TO:

               INT. LOBBY, SECURITY NATIONAL BANK & TRUST COMPANY (SIOUX 
               FALLS, SOUTH DAKOTA) - ON NELSON - DAY

               He leaps onto a table with his Tommy gun and FIRES a burst 
               through the plate glass.

               EXT. BANK THRU PLATE GLASS

               Window shatters. Outside, a motorcycle cop, HALE KEITH - 
               Responding to a few people, curious about what they see 
               through the window - goes down.

               Now, the bank ALARM goes off.

-----------------------------------------------------------------------------------------------------
                                                                        83.


               INT. BANK - NELSON

                                     BABY FACE NELSON
                         I got one! I got that cop!

               And he fires into the ceiling.

               INT. BANK VAULT - DILLINGER

               with concussed manager, disappointed at paltry cash he's 
               dumping into a half empty sack, turns at the sound of 
               gunshots.

               EXT. BANK - HOMER VAN METER

               Outside, surprised, grabs a semi-pedestrian, ROGER POWERS, 
               as a hostage. Half the crowd has gathered behind cars around 
               corners from the bank. Ominous.

               INT. BANK - ON DILLINGER

               Coming from the vault with a half-empty mailbag and Tommy 
               Carroll, can't believe this is fucking HAPPENING.

               REVERSE

                                     DILLINGER
                              (to Baby Face Nelson)
                         Where the hell's the money we came 
                         here for?!

               DILLINGER

               Grabs hostages as does Red who was Lobby Man.

               EXT. THE SECURITY NATIONAL BANK & TRUST COMPANY

               Dillinger and Hamilton emerge with the Bank President, FOUR 
               TELLERS for a scrum of hostages. Carroll and Nelson have a 
               ragtag bunch. All are almost at the car, but Nelson turns to  
               the onlookers.

                                     NELSON
                         What are you looking at?

               Nelson FIRES over their heads. Hostages scream and try to 
               break loose. Nelson advances on the crowd ...

               Out of a JEWELRY STORE, HARRY BERG, emerges and fires at 
               BABY FACE NELSON, who is wearing a bullet-proof vest. Nelson 
               sprays the area. Berg dives back in his store, BYSTANDER, 
               JACOB SOLOMON, is hit the stomach and crumples. Delay 
               allows...

-----------------------------------------------------------------------------------------------------
                                                                        84.


               EXT. SECOND STORY WINDOW ACROSS THE STREET - DEPUTY

               with a 44-40 Winchester gets a bead on

               DILLINGER

               He squeezes off a ROUND. The shot hits Dilinger the back of 
               the left shoulder and exits upper arm.

                                     DILLINGER
                         Son of a bitch!

               BANG!

               The second shot hits Carroll in the head, knocking off his 
               hat. Dillinger fires up at the DEPUTY, he goes down, hit.  
               Dillinger tries to lift Carroll, blood gushes from his head. 
               He appears to be dead. Dillinger leaves him.  Meanwhile, 
               sixteen year old, JOE PAWLOWSKI -- fueled by adrenaline, 
               runs across the street and jumps onto Nelson's back. Nelson, 
               screaming with rage, throws him through a plate glass window, 
               FIRES two rounds. Gunshop Sniper in the staircase FIRES. 
               Behind Car Sniper FIRES. Dillinger is furious. Dillinger, 
               Red, and Van Meter OPEN UP. PURE CHAOS.  Dillinger grabs 
               Nelson and throws him into the Hudson.

               THE HUDSON

               surges forward. The car proceeds to an intersection and stops. 
               (needs location, next intersection)

                                     DILLINGER (CONT'D)
                         C'mon!

               Shouse can't find his place on the git.

                                     HAMILTON
                         Right! Goddamnit! Right!

               As Shouse makes the turn ...

               INT. FORD, TRAVELING - DILLINGER - DAY

               grimaces with pain. Hamilton helps him off with his overcoat.

               EXT. LITTLE BOHEMIA - FORD - TWILIGHT (LATER)

               pulls in. It's a tourist lodge - a two-story log cabin with 
               a bar, kitchen and dance floor downstairs and bedrooms above.

               EMIL WANATKA, comes out, trailed by his two collies and 
               Nelson's wife HELEN GILLIS plus Tommy Carroll's girl, JEAN 
               DELANEY.

-----------------------------------------------------------------------------------------------------
                                                                        85.


                                     DILLINGER
                         How'd you find this place?

               Dillinger looks at Wanetka. He's uneasy. He trusts nothing 
               about it.

                                     NELSON
                         Couple of Chicago guys told Tommy. 
                         Don't worry, nobody's gonna find us. 
                         He thinks we're salesmen.

               Also coming out is MARIE CONFORTI.

               INT. DILLINGER'S ROOM - MONEY - NIGHT

               being counted.

                                     DILLINGER
                         How much?

               Nobody wants to answer. Hamilton meanwhile uses Atropine 
               sulphate to clean Dillinger's wound.

                                     BABY FACE NELSON
                         $46,120.

                                     DILLINGER
                         That would be less than $800,000, 
                         right?  Right!

                                     VAN METER
                         Still more than $8,000 a man.

                                     DILLINGER
                         Leave me my money and get out.

               Van Meter, Nelson and Shouse exit.

                                     DILLINGER (CONT'D)
                         We gotta cut loose from Nelson.

                                     HAMILTON
                         You need to rest up awhile.

                                     DILLINGER
                         No. We don't get out of here first 
                         thing in the morning, we're going to 
                         wind up dead.

                                     HAMILTON
                         Only you got a chance to make it.

                                     DILLINGER
                         Don't talk like that...

-----------------------------------------------------------------------------------------------------
                                                                        86.


                                     HAMILTON
                         Why? I'm feeling my time's up. When 
                         your time's up, it's up.

               Dillinger lies back in bed, looks around the room, angry and 
               frustrated.

                                     DILLINGER
                         Look, Red, I need two more guns. In 
                         the morning we'll head to Reno and 
                         we'll be okay.

               Hamilton gets up to leave ...

               OVER we HEAR the SOUND OF SOMEONE SCREAMING and CALLING OUT -

               INT. SIOUX FALLS HOSPITAL - TOMMY CARROLL - NIGHT

               in the bed, his head swathed in bandages. He lapses in and 
               out of consciousness, thrashes with pain, shouting out.

               WE'RE ACUTELY AWARE OF PURVIS.

               Uncomfortable, Purvis stands apart from the others. Agents 
               Rorer and Rice are by the bedside. Rorer looks at Purvis, 
               questioningly.

                                     PURVIS
                         This is our only opportunity.

                                     CARROLL
                         Gimme the shot, Doc. Please. I'm 
                         begging you.

                                     RORER
                         Not until you tell us!

               As the pressure inside his skull becomes unbearable --

                                     CARROLL
                         Oh, Mother! Help me! Please, God!

               He begins to scream. It is harrowing. A DOCTOR hurries into 
               the room, Purvis blocks him from the patient. He shoves him 
               back out the door and follows him ...

                                     DOCTOR
                              (spits it out, fury)
                         The bullet entered the back of his 
                         head.  It is resting over his right 
                         eye. His brain swelling. He will be 
                         dead soon.  He is suffering and I 
                         need to sedate him.

-----------------------------------------------------------------------------------------------------
                                                                        87.


                                     PURVIS
                         Not yet. If you interfere, I'll arrest 
                         you.

               From inside.

                                     RORER
                         Where is he?!

                                     CARROLL
                         Give me a shot!  

                                     RORER
                         Dillinger! Then you get the shot! 
                         Where is he?

               The Doctor looks at Purvis. Purvis remains steadfast. But we 
               see Purvis struggling with this. Maybe his soul has just 
               gone to hell.

               Rorer hovers over Tommy Carroll. He blocks our view but his 
               hands press down onto Carroll's skull. More screaming.

               The Doctor walks away. He will not be a witness to torture.

               More screaming. Purvis sees Rorer looking at him. Rorer is 
               sweating. He seems lost...but he nods. He has an answer.

               INT. SIOUX FALLS AIRPORT - NIGHT

               Urgent activity, Rorer, searches the map. Baum waits.  Purvis  
               is on the phone. Outside Winstead, Hurt, Campbell, Madala  
               Rice, and Clegg load cases onto a chartered Ford Trimotor. 

                                     PURVIS
                         Little Bohemia is in Manitowish, 
                         Wisconsin.
                              (looks at Rorer)

                                     RORER
                         Nearest airport to Manitowish is 
                         Rhinelander.

                                     PURVIS
                         Rhinelander, Wisconsin.

               INT. BANKERS' BUILDING, OFFICE - COWLEY - NIGHT

               listens. Agents Suran, Reinecke, Brown (Aaron Weiner) are  
               throwing on coats, grabbing weapons, steel vests, Tommy guns. 

                                     PURVIS (O.S.)
                         Our group will fly down in the plane 
                         to Rhinelander and get cars.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        88.


                                     PURVIS (O.S.) (CONT'D)
                              (to Cowley)
                         Sam, you drive up.

                                     COWLEY
                              (recites)
                         Little Bohemia. Manitowish, Wisconsin.

               INT. LITTLE BOHEMIA, DILLINGER'S ROOM - STATIC: DILLINGER -
               NIGHT

               Frozen in time. Unaware of the danger racing towards him, 
               looks at 

               THE COURTYARD

               fifteen feet below, which is lit up. Dillinger positions a 
               Winchester .351 autoloader next to the window. Moves stiffly 
               across the room to the other window ...

               A DROP FIVE FEET ONTO A LOWER ROOF FROM THE NEXT DOOR.

               Dillinger reloads a Thompson with a 100 round circular 
               magazine from its case. He positions it on the window sill.

               Then he turns on the radio and tries to sleep.

               EXT. PINE WOODS - TWO BUREAU HIRE CARS - NIGHT (SPLIT UNIT)

               On the SAME road Dillinger drove in twilight, race forward, 
               turn off the road, kill their lights and approach the lodge.

               They creep forward, see the lodge and stop. Baum drove. He, 
               Purvis, Madala and Winstead from the first car are joined by 
               Rorer (driver), Hurt, Clegg, Rice, and Campbell from the 
               second car.

                                     PURVIS
                         If you can get Dillinger alive, do 
                         it. If not, put him down. Madala, 
                         you and Clegg cut through the woods. 
                         Stay in the trees.  Come up on it 
                         from the south ... close enough to 
                         see if they're in the barroom there.
                              (beat)
                         Rice and Rorer come up on it from 
                         the north. Kitchen's there. See if 
                         they're in what's probably the dining 
                         room. Stay in the trees.

                                     WINSTEAD
                         If he's in there ... ?

                                     PURVIS
                         We go in.

-----------------------------------------------------------------------------------------------------
                                                                        89.


                                     WINSTEAD
                         And if he isn't?

                                     PURVIS
                              (beat)
                         We go in anyway.

                                     WINSTEAD
                         There is too much real estate out 
                         here.  Too many ways for him to get 
                         out. And there's too few of us to 
                         block him in.
                              (beat)
                         We need blockaded roads behind us.

                                     WINSTEAD (CONT'D)
                         We gotta wait for Cowley's group to 
                         surround'em. This ain't how to do 
                         it.

                                     PURVIS
                              (torn)
                         We must take direct and expedient 
                         action.  I will not risk their 
                         escaping the Bureau again. You and 
                         Hurt take the northeast corner where 
                         the road turns. Cover that and the 
                         front.
                              (to Campbell)
                         You and Baum are with me ...

               Winstead has to accept this. He is not happy.

               Purvis and Baum move off through the woods to the front.

               Winstead and Hurt start off as ordered ...

               ON PURVIS

               leading Baum and Campbell in REAR SHOT, the lodge in front 
               of them. Purvis settles behind a tree, as close as he can 
               get to the front door.

               SLIDE IN over Madala. Also - soundlessly - Winstead and Hurt.

               RICE AND RORER

               agitated, watch three women, Emil Wanatka, and an unseen 
               second man in the dining room.

               EXT. LITTLE BOHEMIA LODGE - PURVIS 

               now SEES three men. Could they be part of the Dillinger gang?  
               They get into a Chevrolet and start the engine.  Reveal  
               they're CCC WORKERS, relieved to be away from Nelson.

-----------------------------------------------------------------------------------------------------
                                                                        90.


               They reverse to turn it around. Turn on the radio. Loud. 
               Collies begin to bark.

               INT. BARROOM - NELSON

               hears the dogs barking. He's curious, alert.

                                     NELSON
                              (to customer)
                         I'm buying you another drink. Siddown 
                         there!

               EXT. LITTLE BOHEMIA WOODS - PURVIS

               Has to decide. Is part of the Dillinger Gang getting away?  
               He can't see who they are. They look suspicious. He steps 
               forward into light from behind cover. His mind races: stop 
               them, let them go and maintain cover, go, don't go!!  He's  
               walking forward.  Finally: 

                                     PURVIS
                         Stop that car!

               INT. CHEVROLET - NIGHT

               The three men inside cannot hear them. They're blasted. Their 
               radio is BLARING. Driver mis-shifts.

               EXT. LITTLE BOHEMIA WOODS - BAUM

                                     BAUM
                              (shouts out)
                         Bureau of Investigation, Federal 
                         Agents.  Nobody move! 

               INT. CHEVROLET - DRUNK DRIVER

               pops the clutch. Laughs. Chevrolet lurches forward - as if

               trying to escape - towards Purvis and the others --

                                     PURVIS
                         Federal Agents! Stop!
                              (beat)
                         Fire!

               Purvis and Baum from the center woods open up. Agents Madala, 
               and Clegg from the south and Rice and Rorer from the north 
               FIRE as well.

               CLOSE ON CHEVROLET

               takes hits from the Agents' tommy guns. Glass shatters, tires 
               explode. It stops, dead. Meanwhile ...

-----------------------------------------------------------------------------------------------------
                                                                        91.


               WINSTEAD + HURT

               in the northeast corner of the woods, cover the windows in 
               the second story where they guess gunfire will soon erupt. 
               It DOES as ...

               INT. BARROOM - NELSON

               BLASTS out the window with a 1911 .45 or the Super .38 when  
               Shouse is running down the stairs from the second floor with 
               three long guns. Homer takes the BAR. Into the barroom, Shouse 
               throws Baby Face Nelson a Thompson. He has the .351.  Homer 
               kills the lights.

               Baby Face Nelson FIRES out the front windows as does Shouse.  
               Homer FIRES out of the left side of the bay window.  The  
               pressure of FBI firepower is dominating. They FIRE back  
               defensively, almost nihilistically against the rounds turning 
               the bar into a sieve. 

               EXT. NORTH WOODS + AND OUT BLDGS - WINSTEAD + HURT

               FIRE only on windows from which they see muzzle flashes from 
               the second story.

               INT. DILLINGER ROOM - BIG PIECES BLOW OUT

               of windows very near Dillinger from Winstead and Hurt fire. 

               INT. DILLINGER'S ROOM- DILLINGER + HAMILTON

               desperately on the defensive, also fight back, exchanging 
               furious fire with Purvis and Baum (Dillinger), and Rice and 
               Rorer (Hamilton) on the northside of the lodge, forcing them 
               back behind out buildings. Splinters fly. Glass shatters.  
               Gunsmoke is thick. And FIRE coming in from the front from 
               Purvis and Baum and Campbell and selectively Winstead and 
               Hurt. The room is turning into a sieve. They fire back, duck 
               for cover.

               EXT. LITTLE BOHEMIA WOODS - THE GUNFIGHT

               on Purvis' group rages as muzzle flashes from their automatic 
               fire light the trees. From BEHIND them SEE TRACERS slamming  
               into Dillinger's and Nelson's windows.

               EXT. LITTLE BOHEMIA LODGE - HITS

               SHOTS OF PIECES of FACADE taking hits from FBI rounds and 
               tracers.

-----------------------------------------------------------------------------------------------------
                                                                        92.


               EXT. LITTLE BOHEMIA WOODS - PURVIS

               Stays low under Dillinger's fire and runs to the Chevrolet,  
               opens the door. The driver and one passenger are dead. A 
               middle aged, unarmed man steps out. Bullets zing around him.

               He promptly sits down on the ground, dead drunk. These are 
               not Public Enemies.

               Purvis is desperate to tactically be smart and contain the 
               men inside, for none of them to get away. He gestures to 
               Rice or Campbell who fire a tear gas grenade into the dining 
               room.  Purvis urgently scans the corners for anyone getting 
               out. 

                                     PURVIS 
                              (shouts to Baum)
                         Watch for'em making a run! 
                              (beat)
                         Where the hell is Cowley?

               INT. LITTLE BOHEMIA, BARROOM - NELSON, SHOUSE + VAN METER

               fire back, and duck under the blistering FBI barrage.  Low, 
               Nelson sees the bar behind him being destroyed. He raises up 
               and FIRES his Thompson. He's searching, thinking ... FIRES... 
               crawls along floor past fireplace...

               EXT. LITTLE BOHEMIA - BAR DOOR - NELSON 

               Opens and FIRES out of it, immediately drawing a concentration 
               of fire from Clegg, Madala and Baum.

               INT. LITTLE BOHEMIA BAR

               Having distracted them, Nelson runs towards the bay window 
               and crashes through it.

               EXT. LITTLE BOHEMIA SOUTH WOODS - NELSON

               crashes through the bay window on the southside FIRING a 
               Tommy gun. Bullets strike the trees around Clegg and Madala.

                                     CLEGG
                         Someone got out!

                                     PURVIS
                         Dillinger?

                                     CLEGG
                         Don't know!

-----------------------------------------------------------------------------------------------------
                                                                        93.


                                     PURVIS
                              (to Baum)
                         Drive 'round the woods and flank 
                         him!

               Purvis runs through the woods after the fleeing figure passing 
               behind Clegg and Madala who take BAR FIRE from Van Meter. 
               Carter Baum raced off in a car. Meanwhile ...

               INT. LITTLE BOHEMIA, DILLINGER BEDROOM - BULLETS - DARK 
               NIGHT

               TEAR through the wooden walls. Dillinger and Hamilton lay 
               down return fire and then crawl out and run past the destroyed 
               bathroom into the northwest bedroom and jump out of Red's 
               window onto a roof, clamber over the peak, and leap to the 
               ground, heading north towards the shore.

               EXT. NORTHEAST LITTLE BOHEMIA WOODS - WINSTEAD POV: TWO 
               FIGURES

               leap off the roof and display as silhouettes against the 
               lake. It's not clear who they are. Chaos.

               RICE AND RORER

               see them too. They take off after them in pursuit.

               EXT. LITTLE BOHEMIA - NORTH WOODS - THE TWO MEN

               are Dillinger and Hamilton who push through dense trees.

               RED and DILLINGER - with difficulty run PAST CAMERA into 
               REAR SHOT and disappear into trees.

               INT. BAR - HOMER

               Lays down rounds and then crashes through the bay window and  
               Shouse follows.

               EXT. PINE WOODS - PURVIS

               runs hard, glimpses the figure. He FIRES but misses, keeps 
               running, desperate ... Baby Face Nelson fires back, runs 
               Thompson to empty and ditches it.  Meanwhile...

               EXT. WOODS - DILLINGER + RED (MADISON LOCATION)

               appear through a screen of trees running but impeded by his 
               shoulder wound. Hamilton helps him. They disappear down a 
               rocky cliff edge to a bank.

               ON DILLINGER + HAMILTON (AT CLOSER JD ENTRY #2)

               enter and run along the path on the bank of the lake.

-----------------------------------------------------------------------------------------------------
                                                                        94.


               WINSTEAD + HURT (CLOSE ENTRY #3)

               come down from above to the path having intercepted but behind 
               Dillinger and Red. Winstead catches sight of their figures 
               through the trees across the ravine.

               WINSTEAD'S POV: DILLINGER + HAMILTON

               distant, WINSTEAD (at STUMP SPLIT)

               gestures Hurt and they split up, Hurt going uphill. We don't 
               know why.

               DILLINGER + HAMILTON

               move fast. Then Dillinger senses, reacting to ...

               HARD CHARGING WINSTEAD,

               from 50 yards FIRES his (INSERT HAND MODEL) 10 gauge shotgun 
               FOUR TIMES.

               DILLINGER + RED 

               Lightning fast, cover behind heavier trees, which are cratered 
               by the heavy shot. And Dillinger, never stopping, RESPONDS 
               COMING OUT OTHER SIDE FIRING his Thompson at ...

               ...WINSTEAD

               rolls forward under the two 5-SHOT BURSTS from Dillinger and 
               ...

               SLO-MO: WINSTEAD'S HANDS,

               while rolling, feed three 10-gauge rounds into the loading 
               port of his shotgun ... and he rolls right up onto one knee, 
               bringing the 10 gauge onto the FAST MOVING figures, loading 
               a fourth and he's FIRING at ...

               FRAGMENTS

               because Dillinger and Red are behind a second set of trees 
               as Dillinger reloads rapidly while

               (PAST DILLINGER) WINSTEAD

               is charging right at him.

               AND DILLINGER + RED

               swing out or up [TO CAM] - exactly where Winstead should be 
               and they do FIRE, but ...

-----------------------------------------------------------------------------------------------------
                                                                        95.


               DILLINGER'S POV: NOTHING

               Winstead's gone. FAST ARM DOWN revealing Winstead on ground 
               as

               DILLINGER + RED 

               SEE DILLINGER know they're being set-up. He shouts: "Go!"

               ON HURT AND HURT FIRES

               DILLINGER+ RED from SIDE (see squib) and FRONT (don't see 
               squib.)

               Hamilton's legs give way. Dillinger hauls him up, still on 
               the run ...

                                     DILLINGER
                         You hit, Red?

                                     HAMILTON
                         I don't think so.

               Dillinger looks at Red's shirt. A blood stain blooms just 
               above his belt. It's bad.

                                     DILLINGER
                         Come on, Red. We can make it.

               As they start up to higher ground, Dillinger throws two quick 
               glances: where Winstead was and branches move. And up to 
               higher elevation. Winstead runs after in pursuit.

               MEANWHILE...

               EXT. DEEP IN THE WOODS - PURVIS - NIGHT

               runs desperately after the shadowy figure. Now we SEE it's 
               ...

               BABY FACE NELSON

               turns and FIRES. Purvis drops behind a felled tree, FIRES 
               back. Nelson FIRES his Thompson empty, ditches it. He sees 
               car lights, ahead, through the trees and ...

               EXT. ROAD - NELSON

               tumbles down the bank onto the road, flags down an approaching 
               car. It's a Bureau car. It screeches to a stop.

               Did they think Nelson's an agent?

-----------------------------------------------------------------------------------------------------
                                                                        96.


               INT. BUREAU RENTED CAR - CARTER BAUM

               at the wheel suddenly realizes it's Nelson. He freezes.

               Nelson, aiming his .38 Special.

                                     NELSON
                         I know you bastards wear bulletproof 
                         vests, so I'll give it to you high 
                         and low ...

               Nelson FIRES. Baum's hit, manages to fall out of the passenger 
               door and run and falls over railing.

               EXT. PINE WOODS - PURVIS

               hears the shooting, races for the road.

               EXT. ROAD - BAUM

               twists, turns, fires a handgun, misses. Nelson FIRES again.

               Three slugs tear into Baum's neck.

               Baum topples over a white fence, lands on his face. Nelson 
               shoots Baum again.

               INT. BUREAU RENTED CAR - NELSON

               pulls out Baum's Tommy gun on the seat next to him.

               EXT. ROAD - PURVIS

               spills down through trees. He FIRES, ineffectually at the 
               disappearing car. He rushes to Baum. A sick gurgling sound 
               is coming from his throat.

                                     PURVIS
                         Carter!

               Baum's eyes flicker.

                                     PURVIS (CONT'D)
                         Who was it? Was it Dillinger?

               Baum shakes his head a fraction.

                                     BAUM
                              (barely audible whisper)
                         Nelson.

               Baum's eyes roll back in his head.

-----------------------------------------------------------------------------------------------------
                                                                        97.


               Madala comes down through the same trees Purvis did. Purvis 
               runs after the car. They dive through the woods to cut it 
               off at a turn in the road.

               EXT. HOUSE - A CAR

               is outside. A man stands on the porch looking, reacting to 
               the sounds of gunshots. He doesn't see and is startled by...

                                     DILLINGER
                         Gimme the keys to that car!  

               He tosses them. Dillinger already has Red inside, starts it 
               and blasts away from the house.

               Winstead running up out of the ravine SEES the car pulling 
               away. It's gone. He and Hurt run for the shoreline to get 
               back to ...

               EXT. WOODS NEAR THE ROAD - PURVIS + MADALA

               tumble onto the road out of the woods and see coming towards 
               them ...

               INT. B OF I CHEVY - COWLEY

               drives. Suran is next to him. Weiner and Another Agent are 
               in back.

                                     SURAN
                         Somebody's on the road!

               Cowley slams on the brakes.

               PURVIS + MADALA

               jump in the Chevy.

                                     PURVIS
                         Turn it around! ... You see a car?

               Cowley u-turns and accelerates.

                                     COWLEY
                         A Ford? It was going the other way...

                                     PURVIS
                              (breathless)
                         Nelson. He killed Carter.

               INT. STOLEN BUREAU CAR, MOVING - NELSON

               speeding. Sees Two Men step into the road, raising weapons, 
               trying to hijack him.

-----------------------------------------------------------------------------------------------------
                                                                        98.


               Nelson laughs. Flash of anger. Slams on the brakes.

                                     NELSON
                         You dumb bastards.

               OVER NELSON: VAN METER + ED SHOUSE

               streaked with mud jump in.

                                     NELSON (CONT'D)
                              (low key)
                         I killed one of the Feds on the 
                         road...

               Homer thinks: how the hell did he get here?

               (Note: Pick-up occurs between Turn 1 and Turn 2)

               EXT. CHEVY - ON PURVIS/INT. CHEVY - COWLEY

               blasts around Turn 1, tires screaming, trying to catch up to 
               the Rented Bureau Car.

                                     PURVIS
                         Faster, Sam!

               They blast around Turn 2 and Purvis' reaction tells us he 
               sees the stolen Bureau car ahead.

               INT. RENTED BUREAU CAR NELSON

               sees them, accelerates.

                                     NELSON
                         They're behind us! Let them have it.

               EXT. CHEVY - PURVIS

               sees Homer Van Meter steady his BAR out the side window from 
               the back seat. Nelson moves over to the left to dodge Purvis' 
               fire and spoils Homer's aim.

               INT. CHEVY - COWLEY

               sees Homer line up again and swerves left. Homer's shots 
               miss

               (note: VFX or squib the side of the road - probably too time 
               consuming) blowing up chunks of tarmac. Purvis and Madala 
               FIRE when Nelson's car is turning right into Turn 3, 
               presenting the right side of the hood.

               EXT. STOLEN BUREAU CAR - BIG INSERT: RIGHT SIDE OF HOOD

               taking hits.

-----------------------------------------------------------------------------------------------------
                                                                        99.


               INT. STOLEN BUREAU CAR - NELSON

               stomps on the gas. Engine splutters. He searches, sees the 
               sideroad ahead off to his right.

               (Note: We must see this side road from the road.) He spins 
               the wheel to veer off the highway onto it ...

               EXT. DIRT ROAD - BUT NELSON'S CAR

               hits a berm, bounces high and rolls over.

               INT. STOLEN BUREAU CAR - NELSON

               struggles to free himself. Shouse's neck's broken. He is 
               dead. Van Meter is clear and running.

                                     NELSON
                         Come back here, help me, you son of 
                         a bitch!

               Homer doesn't. He's gone. The Chevy hurtles towards him, 
               skids sideways!

               PURVIS, COWLEY + MADALA

               are out. Purvis FIRES.

               VAN METER

               is cut down right away, hit 14 times. While ...

               NELSON

               opens up with the Tommy gun, ripping

               COWLEY

               across the chest. As

               MADALA'S

               GAUGE FIRES. NELSON, SLAMMED IN THE CHEST, DROPS TO HIS

               knees, fights on, as ...

               PURVIS'

               Thompson and Madala's second round HIT at the same time. The 
               .45s and double odd shot tear into Nelson's chest and slam 
               him back.

               Purvis rushes to Cowley ...

-----------------------------------------------------------------------------------------------------
                                                                       100.


                                     PURVIS
                              (moving towards him)
                         Rest quiet and you will be alright, 
                         Sam.

               INT. DILLINGER'S STOLEN CAR, PARKED IN A SMALL TOWN - HAMILTON - 
               NIGHT

               is in agony. Dillinger gets in back beside him. He's bought 
               medical supplies from a drug store and whisky. He helps 
               Hamilton to a slug and some pills.

                                     HAMILTON
                         Not like you ain't seen a man die 
                         before.

               He puts his bloody hand in Dillinger's.

                                     HAMILTON (CONT'D)
                              (reading Dillinger's 
                              mind)
                         You gotta let ...
                              (grimacing with pain)
                         You gotta let me go, John.

                                     DILLINGER
                         Bullshit.

                                     HAMILTON
                         And you gotta let go of Billie, too.

               Flash of anger in Dillinger's eyes.

                                     HAMILTON (CONT'D)
                         I know ... you ... you never let no 
                         one down. But this ... time ... you 
                         gotta let go ... you gotta let go.

               Hamilton desperately searches Dillinger's eyes for a response.

               Hamilton's heart stops. Hamilton squeezes Dillinger's hand.

               Dillinger looks away as Hamilton's grip relaxes.

               INT. BLACK BUICK, CHICAGO - JOHN DILLINGER - NIGHT

               drives west on Troy. The neighborhood streets are cold and 
               empty. But ahead Dillinger sees ...

               CHEVROLET 2-DOOR COUPE

               parked under the El tracks. Two men are inside. Silhouettes 
               against steamed windows. They're waiting, watching.

               EXTREMELY CLOSE: DILLINGER'S FACE

-----------------------------------------------------------------------------------------------------
                                                                       101.


               Impassive. He knows exactly who they are. He cruises past, 
               glancing only once, and continues west...

               INT. 1933 CHEVROLET SURVEILLANCE CAR - NIGHT

               The men inside are Agents Reinecke and Rorer. Reinecke wipes 
               the condensation from the windshield. Across the street he 
               sees Billie through her second story window. He makes a 
               notation. Rorer is asleep.

               EXT. ALLEY - SECOND B OF I CAR

               maintains surveillance.

               INT. SECOND B OF I CAR - POV:

               REAR of Billie's apartment.

               INT. FURNISHED APARTMENT - BILLIE - NIGHT

               checks her watch, rises past her window to turn on the radio.

               Paul Whiteman's band signs off followed by a Geritol 
               commercial telling Radioland to stay tuned for the Will Rogers 
               commentary.

               INT. FURNISHED APARTMENT, HALLWAY BILLIE + NEIGHBOR,

               also a dark haired woman. Billie slips her $20. She made her 
               a sandwich. Neighbor gives Billie a shopping bag of clothes 
               and takes Billie's place front of the window by the radio.  
               Billie takes a man's coat out of the bag.

               EXT. REAR ALLEY - SNOW FLURRIES: BILLIE

               in a man's overcoat and hat, crosses the alley to the rear 
               of the buildings opposite.

               EXT. ALLEY - A SECOND FBI CAR + AGENTS

               watch the rear of Billie's building. Agents ignore a man 
               crossing the alley in the cold night.

               INT. REINECKE'S CAR

                                     RORER
                         What's she doing?

                                     REINECKE
                              (looks)
                         Still listening to the radio ...

-----------------------------------------------------------------------------------------------------
                                                                       102.


               EXT. WABANSIA AVENUE - BILLIE

               emerges from the passageway between buildings in a man's 
               coat, which she sheds, revealing the coat Johnny bought her, 
               looks over her shoulder, and crosses into the street. Nothing 
               moves under the skeletal elms in the white snow.

               THEN: HEADLIGHTS

               come on. They stab at her. She can't see in the glare.

               BLACK BUICK PULLS THROUGH - DILLINGER

               opens the door. She jumps in. He's already pulling away...

               INT. AGENTS' OFFICE - NIGHT

               Madala, Clegg, Winstead and the other agents are waiting for 
               a briefing to begin. Purvis enters.

                                     PURVIS
                         We have lost Agent Baum. Agent Cowley 
                         died at five-twenty this evening.

               Grim reactions among the men ... their lost colleagues and 
               friends ...

                                     PURVIS (CONT'D)
                         And right now all of Dillinger's 
                         friends are dead. He is out there.  
                         And he is alone. There will not be a 
                         better chance to run him down.

                                     RORER
                         He could be anywhere - California, 
                         Florida ...

                                     PURVIS
                         He could be anywhere - but he is not 
                         anywhere. What he wants is right 
                         here.  Billie Frechette.

               Purvis sees the men in the back of the room turn towards the 
               door into the bullpen. Then more turn. Turning is a ripple 
               that travels from back of crowd to the front and Purvis now  
               looks to the rear, too. Reinecke stands there ... a desolate  
               look of failure. Purvis knows what's happened. They lost 
               Billie.

               INT. DILLINGER'S BLACK BUICK- BILLIE + JOHNNY - NIGHT

               drive carefully, south on Clark St. Sidewalks are filled 
               with revelers and crowds. He hears on the Motorola radio ...

-----------------------------------------------------------------------------------------------------
                                                                       103.


               INT. HOOVER'S OFFICE - HOOVER

               listens.

                                     WILL ROGERS (O.S.)
                         Well, they said they were going to 
                         get Public Enemy #1. And they had 
                         John Dillinger surrounded ... They 
                         was all ready to shoot him as soon 
                         as he came out. But a bunch of folks 
                         came out ahead, so they shot all 
                         them instead.
                              (radio audience laughs)

               Hoover does not.

               INT. FRANK NITTI'S FOYER (CICERO, ILLINOIS) - FRANK NITTI - 
               EVENING

               Dialing the phone. He and we hear Will Rogers in the 
               background.

                                     WILL ROGERS (O.S.)
                         But, Dillinger did aid law enforcement 
                         in one way today. He is cited as the 
                         reason Congress pushed through the 
                         first national Crime Bill making 
                         criminal enterprise across state 
                         lines a federal offense. Meanwhile, 
                         the Feds ...

               Nitti's on the telephone.

                                     NITTI
                              (to D'Andrea)
                         Okie inbred cocksuckers ... backwoods 
                         sonsabitches. They did this!

                                     D'ANDREA
                         Did what?

                                     NITTI
                         Syphilitic Nelson. Karpis. Dillinger.
                         We're building coast to coast ... We 
                         want it nice and quiet. And they 
                         bring this on us ... ?

                                     D'ANDREA
                         Frank, calm down. They rob banks.

                                     NITTI
                         Right. From state, to state.  That's  
                         called interstate. And we're coast 
                         to coast. Wake up! Now they can use 
                         the laws on us.

-----------------------------------------------------------------------------------------------------
                                                                       104.


                                     WILL ROGERS (O.S.)
                         ... will get Dillinger someday. 
                         Probably when he's with a group of 
                         innocent bystanders they're shooting 
                         and he'll get killed by accident ...
                              (radio audience laughs)

               Nitti crosses to his lounge chair in the living room, staring  
               at the amber radio dial with the trees outside moving the 
               wind.  Meanwhile...

               INT. BLACK BUICK - BILLIE + JOHNNY - NIGHT

               head south out of downtown on Michigan Blvd. A blast of horns. 
               Saturday night revellers cross in front of them.

               A POLICE VAN

               with a siren screams by, going in the opposite direction. He 
               looks at her. It's a concerned look. She reads his mind.

                                     BILLIE
                              (she's tense)
                         I'm fine, baby ...

               That says it all. They are both quiet.

               INT. TELEPHONE COMPANY EXCHANGE - NIGHT

               There are six recorders, now. It's a rat's nest of cloth-
               insulated wiring. Most of the listening stations are 
               abandoned.

               AGENT MADALA

               perseveres, alone in the room except for one stenographer.

               Recorders are labeled. Madala listens to "PROBASCO." Next to 
               him is "AUSTIN STATE TAVERN." MOVE IN. WE'LL SEE THAT AGAIN...

               INT. PURVIS'S APARTMENT OFF MICHIGAN AVENUE - PURVIS - NIGHT

               lets himself in. He's alone. Partying couples leaving a Gold 
               Coast mansion with music from the glow inside are in the 
               streets below. A party is in progress. The apartment is dark.  
               He stands for a moment, letting the darkness wash over him.  
               He allows himself one shot of Bourbon. He moves to the large 
               window overlooking the street. He goes to the corner window, 
               open to the cold air. He sees the sparkling lights, the 
               traffic, the couples, the relaxed celebration. Horns blow.  
               Laughter. He is alone. It is 1934 in Chicago. He downs the 
               shot of bourbon.

-----------------------------------------------------------------------------------------------------
                                                                       105.


               EXT. ROAD THRU DUNES - DILLINGER + BILLIE - NIGHT

               have parked in the dunes at the southern tip of Lake Michigan 
               in Indiana. Dunes are lit by the silver moonlight. Her head 
               is on his shoulder. She holds onto his arm. She drifted 
               asleep. Now she wakes.

                                     BILLIE
                         What time is it?

                                     DILLINGER
                         Four a.m. Sunday morning.

               She's angry ...

                                     DILLINGER (CONT'D)
                         What's wrong?

                                     BILLIE
                         I didn't want to fall asleep.

                                     DILLINGER
                         Why?

                                     BILLIE
                         I want all the time there is.
                              (beat)
                         Johnny. I don't care how short or 
                         how long, I'd rather be on the run 
                         with you, than any other way.

               She holds his arm and presses against his shoulder. Dillinger 
               takes it in. It's everything he hasn't experienced since he 
               was three.  Then...

                                     DILLINGER
                         What if we could get out of here, 
                         altogether?

                                     BILLIE
                         Where? Like the Bahamas?

               For the first time there's a tangible future.

                                     DILLINGER
                         Off this job Alvin's got, maybe we 
                         can go a lot further. They're watching 
                         ports and airports, but I can drive 
                         us into Mexico or hire a plane to 
                         Monterrey. Then a Pan Am clipper to 
                         Rio. From there, anywhere.  Maybe 
                         Singapore. We're only more foreigners 
                         to them. They have no idea who we 
                         are. We can go dancing and have a 
                         lotta laughs anytime we want ...

-----------------------------------------------------------------------------------------------------
                                                                       106.


               Billie glows to the prospect.

                                     DILLINGER (CONT'D)
                         Wanna take that ride with me?

                                     BILLIE
                         I want every moment with you I can 
                         get.

               EXT. DILLINGER FARM (MOORESVILLE, INDIANA) - SOMEHOW JOHN 
               DILLINGER - DAY

               Sits in plain view on a chair. His Thompson rests against 
               the wall. His sister, Audrey, is giving him a haircut.  His  
               father, John Wilson Dillinger, drinks coffee next to him. 
               The January sunlight so direct, it's like Spring. 

               BILLIE

               comes out the door. Dillinger's niece comes up with a Kodak 
               Brownie.

                                     NIECE
                         Can we take a picture?

                                     DILLINGER
                              (nods, to nephew)
                         You got an eye on those federal men?

                                     NEPHEW
                         Yes sir. They're over having breakfast 
                         at Myra's Diner. They've been hanging 
                         around, here, doing for so long, 
                         they just know this is the last place 
                         you're going to show ...

               CLOSER: BILLIE

               watches Johnny. He smiles. This is who he would be if he had  
               not had the troubles in this life, a charismatic young man.

               EXT. FIELD- BILLIE + DILLINGER SR. - LATER

               walk through winter wheat. Dillinger's in the b.g.

                                     BILLIE
                         That how he was when he was a boy?  
                         Carefree and laughing ... ?

                                     JOHN SR.
                         After a while, yes.

               She holds his arm. He looks back at the house.

-----------------------------------------------------------------------------------------------------
                                                                       107.


                                     JOHN SR. (CONT'D)
                         He grew up a motherless child ... 
                         After she was buried when he was 
                         three, he never knew a woman's 
                         comfort. I loved him but didn't know 
                         how to raise him. And that's the 
                         truth.
                              (pause)
                         When he came out of that prison, he 
                         had so many worries. Restless. Bitter. 
                         And a desire to get even.

               A covey of quail flush out of the wheat.

                                     JOHN SR. (CONT'D)
                         Well, now he has gotten even. And he 
                         has you. So, I am not surprised he 
                         is carefree.
                              (beat)
                         What will you and Johnny do?

                                     BILLIE
                         Try to live somewhere else.

                                     JOHN SR.
                              (knows more)
                         Whatever happens, he my boy. And I 
                         have loved him in my heart, always.  
                         Right or wrong, no matter what.

               He is as straight and truthful as the land is flat. She takes 
               his hand and they walk through the fields. 

               INT. BLACK BUICK - TRAFFIC JAM - BRILLIANT DAYLIGHT

               We SEE we're in Johnny's car working his way through downtown 
               streets. We've entered mid-scene.

                                     BILLIE
                         Where's the apartment?

                                     DILLINGER
                         Oakley and Potomac. Bartender's name 
                         is Larry Streng. He'll give you the 
                         keys.

               They drive north over the Clark Street Bridge. Dillinger 
               gives her an envelope.

                                     DILLINGER (CONT'D)
                         5,000 dollars. It buys us a month, 
                         but we're not staying that long.

               EXT. AUSTIN STATE TAVERN - 416 NORTH STATE STREET - 
               DILLINGER'S CAR - DAY

-----------------------------------------------------------------------------------------------------
                                                                       108.


               pulls to the curb on the east side of the street. Billie 
               gets out, walks through the crowds, down the sidewalk and 
               crosses the street to the bar. MOVE IN on the sign. This is 
               the location we saw being tapped at the Telephone Exchange.

               OVER DILLINGER'S SHOULDER

               Watching the distant front of the tavern into which Billie 
               disappeared. Then ...

               FOUR BUREAU AGENTS, REINECKE + MADALA

               run right past Dillinger's Buick. They Join 12 more agents 
               flooding into the Austin State Tavern from the other side.

               INT. CAR - DILLINGER

               is shocked. Frozen. Inside ...

               INT. AUSTIN STATE TAVERN - REINECKE

               roughly handcuffs Billie.

                                     REINECKE
                              (shouts)
                         Who brought you? How'd you get here?

                                     BILLIE
                         ... I took a taxi.

               EXT. TAVERN - REINECKE + MADALA LEADING OUT BILLIE

               There's 20 of them, now. She's totally surrounded.

               INT. BUICK - DILLINGER

               races around the block. Comes up on the same side of the 
               street as the tavern behind the Federal cars.

               THE THOMPSON

               in his lap. He checks his .45.

               HE SEES ... HER

               There she is. Where's an opening? His eyes dart.

               MORE CHICAGO POLICE

               arrive. It's now a sea of blue.

               CLOSER: DILLINGER

               20-30 men surround her.

-----------------------------------------------------------------------------------------------------
                                                                       109.


               BILLIE

               ... hauled towards a Bureau car by Reinecke. He tips her off 
               balance. He bounces her off the door pillar on purpose.

               Dillinger sees this mistreatment.

               DILLINGER

               can do nothing. Tears of frustrated rage stream down his 
               face. Later, he would say he "cried like a baby."

               EXT. STATE STREET DILLINGER + THE BUICK

               are waved to go by, irritatedly, by uniformed Chicago police 
               clearing traffic. Dillinger's Buick drives off into the 
               distance.

               INT. BANKER'S BUILDING - BILLIE - NIGHT

               under a harsh light.

                                     REINECKE
                         What's wrong with you?  Tell us all 
                         about him, maybe you'll get a break. 
                         Maybe you end up doing a couple of 
                         months on a work farm, like a girls' 
                         home or something.

                                     MADALA
                         Where is he? Where were you meeting?  
                         Where were you hiding out?

                                     REINECKE
                         ... or we drop you in a black hole 
                         with the shit and the rats.

               Billie's eyelids fall. She drifts off. Reinecke kicks her 
               awake.

                                     REINECKE (CONT'D)
                              (shouts)
                         Where is he?!

               Billie startles! CLOSER on her chair.

                                     BILLIE
                         I have to ...

               He kicks the chair again. She's being denied a toilet. The 
               humiliation is part of the pressure. Billie's embarrassed.

               Billie urinates on the chair now and the floor. Madala makes 
               a face ...

-----------------------------------------------------------------------------------------------------
                                                                       110.


               Reinecke has gone out to get water for himself.

               INT. OUTER OFFICE - REINECKE

               drinks from a water cooler. In the background are a dozen 
               agents with Tommy guns in every corner as if Public Enemy 
               Number 1 will assault at any moment.

               INT. INTERROGATION ROOM - REINECKE

               re-enters.

                                     REINECKE
                         Lady, you're stinking up my office. 
                         Where were you supposed to meet him!

               He slaps her. Billie's shoulders collapse.

                                     REINECKE (CONT'D)
                         I can't hear you.

                                     BILLIE
                              (nods, very low ...)
                         We were supposed to meet at our 
                         apartment ...

                                     REINECKE
                         Where?

                                     BILLIE
                         On Addison. 1148 ...

                                     REINECKE
                         When?

                                     BILLIE
                         Now.

               INT. 1148 W. ADDISION, APARTMENT - WIDE ON DOOR - NIGHT

               It's shot off its hinges. Reinecke, Madala, and a half dozen 
               AGENTS invade. One gun goes off. Everybody is about to open 
               up until they realize it's one of theirs.

               REVERSE: THE APARTMENT INTERIOR

               It is dead empty. Reinecke looks at the dust on the floor. 
               No one's been here for a month.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                       111.


               INT. COOK COUNTY JAIL - PURVIS, WINSTEAD + RORER - NIGHT

               walk past holding cell with assorted informants, hookers, 
               family members, an older woman (Dillinger's relative?) As he 
               passes one we HOLD ON ...

               INT. CELL - PROBASCO

               in a metal chair, hands at his side handcuffed to the floor.

               His face is a mess. He glares at Purvis.

               INT. B OF I OFFICE, INTERROGATION ROOM- REINECKE'S - NIGHT

               furious. He walks up to Billie, handcuffed, and slaps her 
               across the face, two, three times. Hard. Her ear, her nose 
               bleeds. He almost knocks her out.

                                     REINECKE
                         Where is he!

                                     BILLIE
                              (low voice)
                         Well ...
                              (rising strength)
                         ... he's way the hell away from here 
                         by now, isn't he?

               She looks up at him. And she drops the little girl act. She 
               sent them on a wild goose chase to give her man time to get 
               away.

                                     BILLIE (CONT'D)
                              (calm)
                         You wanted to know where he is, you 
                         dumb flatfoot?  You walked right 
                         past him on State Street. You were 
                         too scared to look around. He was at 
                         the curb in that black Hudson.
                              (beat)
                         You asked me "how I got there?" I 
                         told you I took a taxi. And you 
                         believed that?
                              (laughs)
                         He dropped me off and was waiting 
                         for me.  And you walked right past 
                         him.

               He's furious. Her Native American beauty doesn't soften 
               Reinecke. He visualizes smashing the bones in her face with 
               his fist.

               EXT. OUTER OFFICE - PURVIS + WINSTEAD

               arrive. Rorer follows, Doris rushes up.

-----------------------------------------------------------------------------------------------------
                                                                       112.


                                     DORIS
                         Mr. Purvis, you have to stop this. 
                         Those men cannot abuse a woman that 
                         way.

               Purvis, with Winstead following, moves to the interrogation 
               room.

               INT. INTERROGATION ROOM - BILLIE

                                     BILLIE
                              (to Reinecke)
                         ... and when my Johnny finds out how 
                         you slapped around his girl. You 
                         know what happens to you, fatboy?

               She looks Reinecke square in the eye. Reinecke swings ...  
               gestures to Winstead.

               WINSTEAD

               grabs his wrist, turns him, Reinecke resists, Winstead nearly 
               breaks his wrist.

                                     PURVIS
                         Uncuff her.

               REINECKE

               Tries to pull away.   He can't. The smaller man is Steel 
               cable.  

               Madala uncuffs Billie.

                                     PURVIS (CONT'D)
                         Restroom's down the hall.

               Billie tries to rise. Stumbles.

                                     BILLIE
                         I can't stand up.

               Purvic doesn't hesitate. He picks her up in his arms and 
               carries her through the office to the restroom in the 
               corridor. She puts her hand over her eyes in embarrassment.

                                     PURVIS
                         Miss Rogers...

               Doris Rogers accompanies them.

-----------------------------------------------------------------------------------------------------
                                                                       113.


               INT. JAMES PROBASCO'S HOUSE (2509 NORTH CRAWFORD) - PIQUETT - 
               NIGHT

               In the kitchen, waits. He's agitated. So is PROBASCO. What's 
               he doing out of jail? Rear door slams open. Dillinger enters.  
               Probasco jumps.

               Dillinger throws him an envelope.

                                     DILLINGER
                         $5,000. You run her down.
                              (beat)
                         Lake County jail or Cook County? I 
                         want layouts, blueprints. You visit 
                         her. Tell her I'm coming for her. 
                         I'll get her out.

                                     PROBASCO
                         Need a car? A place to stay? Wanna 
                         stay here?

                                     DILLINGER
                         What happened to you?

                                     PROBASCO
                         I walked into a door.

               Is Probasco is trying to lure Dillinger into a trap?

                                     DILLINGER
                         I'm fine. I got a place.

               INT. BARREL OF FUN NIGHTCLUB - MARTY ZARKOVICH - DAY

               walks in to dark out of brilliant daylight.

               ANNA SAGE

               in a woman's business suit, hat and sunglasses in the dark 
               bar, reacts. Zarkovich is next to her.

                                     ZARKOVICH
                         What did they say?
                              (to Bartender)
                         Seagram and ginger ale.

                                     ANNA SAGE
                         Send me back to Romania.

               Zarkovich, the crooked cop, takes Anna's hand. The 40 year 
               old madam is the true love of his life.

                                     ZARKOVICH
                         You know what to do.

-----------------------------------------------------------------------------------------------------
                                                                       114.


               He turns her chin so that her eyes look right into his.

                                     ZARKOVICH (CONT'D)
                         Plus there's a $25,000 reward.

                                     ANNA SAGE
                         We split.

                                     ZARKOVICH
                         O'Neill's got to be cut in, too. So 
                         it splits three ways.

                                     ANNA SAGE
                         They fix the deportation? Can they 
                         do that with Immigration?

                                     ZARKOVICH
                         These guys can fix anything.

                                                                    CUT TO:

               EXT. LAKEFRONT -PURVIS' CAR- NIGHT

               is parked by "the rocks" where the lakeshore's been infilled.

               It's totally deserted.

                                     ANNA SAGE
                         I want guarantee.

                                     PURVIS
                         If you aid us apprehending John 
                         Dillinger, I will do everything I 
                         can to influence Bureau of Immigration 
                         to let you stay in America.

                                     ANNA SAGE
                         No good.

                                     PURVIS
                         That's all there is.

                                     ANNA SAGE
                              (suspects)
                         I think you did this.  I think you 
                         tell Immigration to pick me up and 
                         to send me back to Romania.

                                     PURVIS
                         How do you socialize with him?

                                     ANNA SAGE
                         We go out, maybe tomorrow night. 
                         Maybe not. Maybe in a week. A month. 
                         Maybe never.

-----------------------------------------------------------------------------------------------------
                                                                       115.


                                     PURVIS
                         I will not guarantee what Immigration 
                         will do. What I can guarantee is 
                         what I will do. If you do not 
                         cooperate, you will be on a boat out 
                         of this country in 48 hours. Do not 
                         play games with me.

               Anna hesitates, caves in to Purvis.

                                     ANNA SAGE
                         Every Sunday night, we go.

                                     PURVIS
                         Who's "we"?

                                     ANNA SAGE
                         Me. Him. Polly Hamilton, one of my 
                         girls.

                                     PURVIS
                         How will we know?

                                     ANNA SAGE
                         I call you Sunday when I know.

               INT. POOLHALL PAYPHONE - MARTY ZARKOVICH - NIGHT

               enters. SEE his car at the curb with Anna, solemn in the 
               passenger seat. He drops a nickel and dials. Listens.  Then...

                                     ZARKOVICH
                         Mr. Nitti. I'm Marty Zarkovich. I 
                         was told to call you.
                              (proud)
                         She gonna play ball.

                                     NITTI
                         Be there. Make sure.

               INT. NITTI'S HOUSE- FRANK NITTI

               Is the co-author of this betrayal.  For a moment Nitti looks 
               regretful

                                     ZARKOVICH
                         Uh, the Feds are plenty serious all 
                         on their own.

                                     NITTI
                         They make speeches. Then they screw 
                         it up. You get your ass there and 
                         you make sure.

-----------------------------------------------------------------------------------------------------
                                                                       116.


                                     ZARKOVICH
                         Yes sir.

               EXT. BLUFF OVERLOOKING TRAIN STATION (STEVENS POINT, 
               WISCONSIN) - U.S. MAIL CAR - DAY

               attached three cars back from the locomotive.

               PULLBACK: Dillinger and Karpis watch it. Dillinger's 
               appearance is different. He's grown a moustache.

                                     KARPIS
                         On Tuesday it will carry the payroll 
                         for seven factories around Rockford.
                              (points to two roads)
                         Two ways in. Route 14 and 11. Two 
                         ways out. Harry handles the door and 
                         the safe ...

               WIDEN to include: HARRY CAMPBELL - ruddy face, large bodied.  
               Also here is Freddie and Dock Barker and Jimmy Probasco.

                                     KARPIS (CONT'D)
                         Dock cuts the telephone five minutes 
                         before .... train arrives, you and 
                         Harry and I go in strong. Dock comes 
                         down the telephone pole by then and 
                         becomes the Lookout Man. Jimmie and 
                         Freddie drive.

                                     DILLINGER
                              (studying layout)
                         What do you figure?

                                     KARPIS
                         $1.5 to $1.7 million. About $300,000 
                         each.
                              (that's $4.5 million 
                              each adjusted for 
                              inflation)
                         Karpis is quiet. They are both feeling 
                         the ghosts of their friends ...

                                     KARPIS (CONT'D)
                         Sorry about Red.

                                     DILLINGER
                         Thanks.

                                     KARPIS
                         I liked Nelson for some reason.

                                     DILLINGER
                         You were in a minority.

-----------------------------------------------------------------------------------------------------
                                                                       117.


                                     KARPIS
                         We had a talk once, at Czernaky's...

                                     DILLINGER
                         Yeah?

                                     KARPIS
                         Well I reminded him ...

               Louis Piquett arrives and distracts Dillinger, interrupting 
               Karpis ...

                                     DILLINGER
                              (to Piquett)
                         You get into Milan Penitentiary? You 
                         see Billie?

                                     PIQUETT
                         Yes, I did. She asked me to give 
                         this to you.

               He hands Dillinger a letter. Dillinger opens it.

                                     BILLIE (V.O.)
                         Don't try and break me out. I am too 
                         well guarded. Two years is not a 
                         long time, anyway. Go away someplace 
                         where you're safe like Mexico and 
                         wait for me. We will be together 
                         again. Your true love in life, Billie.

               And the air goes out of him.

                                     PIQUETT
                         She told me what was in it. It's 
                         good advice.

               Dillinger's distracted ... he looks at Karpis. He takes it 
               as a signal to continue.

                                     KARPIS
                              (continuing)
                         So like I said, I reminded him ...

                                     DILLINGER
                         Reminded who?  

                                     KARPIS
                         Nelson, that he told me if he ever 
                         got $20,000 together, he'd up and 
                         quit forever ...
                              (beat)
                         Then, after he hit the Janesville 
                         bank I said, "Yeah, so...?"
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       118.


                                     KARPIS (CONT'D)
                              (beat)
                         He said, "Well, after I started, I 
                         couldn't stop."

                                     DILLINGER
                         Well, I can. We do this Tuesday, I'm 
                         gone on Wednesday.

                                     KARPIS
                         I been thinking Varadero Beach, 
                         outside Havana. You ever been there?

                                     DILLINGER
                         No. If I go, it better be a lot 
                         further than Cuba.

               And that's the answer. Dillinger plans to score the train. 
               Go to Mexico. Wait for Billie.

               INT. ANNA SAGE APARTMENT - ANNA SAGE - SUNDAY

               at the kitchen table, drinking coffee. She is nervous. She 
               hears a key in the lock. Spins. Door opens. John Dillinger 
               walks in ...

                                     ANNA SAGE
                         Hi Jimmy. Polly, Jimmy's back ...

               We understand that Dillinger's been harbored here all along.

               And he goes under the name Jimmy Alexander.

               DILLINGER

               looks through the apartment like he always does, comes back 
               and goes to the sink and starts running cold water on his 
               wrists to cool down.

                                     DILLINGER
                         Tell you what, doll. You and Polly 
                         and me, we'll go out to a movie 
                         tonight and get in the re-frigeration.

               POLLY HAMILTON enters from a bedroom down the hall, dressed 
               to go out.

                                     ANNA SAGE
                         Where you want to go?
                              (to Polly)
                         Jimmy take us to picture show.

                                     DILLINGER
                              (to Anna)
                         Maybe the Marbro or the Biograph ...

-----------------------------------------------------------------------------------------------------
                                                                       119.


                                     ANNA SAGE
                         I go to store later and make fried 
                         chicken tonight.

               Dillinger turns from the sink, sees Polly dressed to go ...

                                     DILLINGER
                              (to Polly)
                         Where you goin'?

                                     POLLY
                         Streetcar. I gotta go downtown to 
                         get my waitressing license.

                                     DILLINGER
                         I'll take you. It's too hot in here.

               We SLIDE onto Dillinger with his wrists under the water. He 
               turns off the tap and starts out ...

               INT. PURVIS' OFFICE - CLOCK: 3PM

               PHONE RINGS. Purvis snatches it up.

                                     ANNA SAGE (O.S.)
                         We go tonight. I don't know which 
                         theater. Marbro or Biograph. I won't 
                         know 'til last minute.
                              (hangs up)

                                     PURVIS
                         Miss Sage ...

               She hung up.

                                     PURVIS (CONT'D)
                         It is tonight, Marbro. Or the 
                         Biograph...

                                                                    CUT TO:

               INT. AUBURN - DILLINGER + POLLY - DAY

               pull to the curb and stop. Her hand is on his neck.  Dillinger  
               is surprised. He looks out the window with an ironic 
               expression...

                                     POLLY
                         Be right back ...

               REVEAL he parked right in front of the Chicago Police station 
               on 11th and State.  

               Sunlight cuts through the gaps between downtown's skyscrapers 
               and illuminates Dillinger. He smiles his lopsided grin.

-----------------------------------------------------------------------------------------------------
                                                                       120.


                                     DILLINGER
                         I'll go in with you.

               INT. 11TH AND STATE STREET STATION, LOBBY - DILLINGER - DAY

               strolls into the police station like he owns the place. Polly 
               chatters away. He doesn't hear her. We SEE what Johnny sees 
               ...

               DILLINGER POV: REGISTRY

               "Detective Bureau" is on the 6th Floor.

               CU: DILLINGER

               in the belly of the beast. The lopsided grin behind the dark 
               glasses over the moustache ...

                                     DILLINGER
                         How long?

                                     POLLY
                         It might take ten minutes.

                                     DILLINGER
                         I'll meet you outside ...

               She boards an elevator. Her doors close. And Dillinger follows 
               a group of police, bail bondsmen, and civilian workers into 
               a second elevator.

               INT. SIXTH FLOOR, LOBBY - ON DILLINGER

               entering the "Detective Bureau" and we MOVE with him past 
               desks and detectives in the open plan office. He walks with 
               cocky assurance.

               Now he turns down an aisle between desks because he's spotted 
               on one of the glass dividers a sign that exerts a magnetic 
               pull on him. It designates the elite ...

                                    "DILLINGER SQUAD"

               JOHN DILLINGER

               heads right for it.

               ECU: DILLINGER'S HAND

               brushes under his jacket his .45, checking ...

               WIDE - JOHN 

-----------------------------------------------------------------------------------------------------
                                                                       121.


               Enters this section of desks. Shafts of light illuminate 
               papers. A DETECTIVE we may have seen at Midway Airport right 
               past him ...

               Wall charts, crime photos from Crown Point, the American 
               Bank, other banks, Billie, mug shots of all his crew, are 
               posted on walls. Photos of Dillinger are on desks. It's as 
               if it was a shrine to him.

               IN A CORNER SIX OR SEVEN DETECTIVES

               listen to the ninth inning of a White Sox game. Three others 
               work through reports in shirt sleeves. One glances his way.

               Johnny nods. Detective nods back.

               JOHNNY

               crosses through it all, strolls in the lion's den, walks in 
               the belly of the beast - among the hunters.  His audacity 
               elevates him. It is triumph. With all their resources, modern 
               technology and organization, they cannot lay a glove on him.

               He is better than they are.

               His gratification is internal. He leaves behind, as he exits, 
               a wake of absurdity. He passed through and they didn't even 
               know. History was made. Like a ghost, he's gone.

               EXT. CHICAGO POLICE STATION - AUBURN - POLLY - DAY

               enters from the station and jumps in. As Dillinger drives 
               off.

                                     DILLINGER
                         You pass?

                                     POLLY
                              (pouts)
                         I got to go back. They needed a blood 
                         test.

               INT. PURVIS OFFICE - PURVIS' BRIEFING - SUNDAY LATE 
               AFTERNOON

               We SEE the Texans Winstead, Campbell and Hurt, the East 
               Chicago cops, and twenty other agents in the small offices.  
               110 degrees outside.

                                     ZARKOVICH
                         Anna Sage will be with him and will 
                         wear a white blouse over an orange 
                         skirt.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       122.


                                     ZARKOVICH (CONT'D)
                         That's how we'll know it's him. He 
                         may have changed his appearance.  
                         And we do not learn whether he will 
                         go to the Marbro or the Biograph.

                                     RORER
                         Two theaters?

                                     PURVIS
                         That's right. It's undecided to which 
                         he's taking them.

                                     WINSTEAD
                         What's playin'?

                                     PURVIS
                         Excuse me?

                                     WINSTEAD
                         What's playin' at the Marbro? What's 
                         playin' at the Biograph?

               It hadn't occurred to anybody to find that out.

                                     MADALA
                              (from newspaper)
                         ... a Shirley Temple movie called 
                         "Little Miss Marker" is at the Marbro.  
                         Biograph is playing a gangster picture 
                         starring Clark Gable. "Manhattan 
                         Melodrama."

                                     WINSTEAD
                         John Dillinger ain't going to a 
                         Shirley Temple movie.

                                     PURVIS
                         Sergeant Zarkovich and Agent Winstead 
                         will be at the Biograph. As will I 
                         and Special Agent Madala.
                              (beat)
                         Virgil Peterson will coordinate the 
                         Marbro. The rest of you will wait 
                         here until the theater is confirmed. 
                         Since we do not know with certainty 
                         which theater, we will have to take 
                         him on the way out, not the way in. 
                         I will be outside. The signal will 
                         be I light a cigar.

               ALT/OPTIONAL: 

-----------------------------------------------------------------------------------------------------
                                                                       123.


                                     PURVIS (CONT'D)
                         He will be armed and extremely 
                         dangerous.  Try to take him alive if 
                         possible. If not, do what you need 
                         to protect yourself. You will be 
                         armed with handguns only to insure 
                         innocent bystanders are not hit.

               Looks between Zarkovich and Capt. O'Neill. They have to INSURE 
               Dillinger is killed, not captured.

               EXT. MARBRO THEATER - BROWN - NIGHT

               On a pay phone. Patrons buy tickets. He listens ...

                                     BROWN
                         Nothing yet.

               EXT. BIOGRAPH - AGENT RORER

               puts down the pay phone. Mouths "not yet" to ...

               INT. CAR: PURVIS

               down the street in a parked car.

               In the driver's seat is Reinecke. He's tense, trying to stay 
               calm. On his upper lip sweat beads. Does he remember the 
               words of Billie about what Dillinger would do to him?

               CU: PURVIS

               watches the crowds thin as showtime nears. He gets out of 
               the car. Is Dillinger a no-show? Another failure? Another 
               eviscerating memo from Hoover?

               THREE FIGURES BRUSH PAST HIM. A woman's orange skirt. It's 
               Anna Sage, Polly Hamilton, and John Dillinger. They sweep to 
               the ticket booth, pay, and join latecomers rushing inside so 
               that they don't miss the start of the movie.

               PURVIS

               is stunned. Dillinger passed three feet from him.

               INT. THEATER - HH ON BACKS OF DILLINGER, POLLY + ANNA

               It's packed. Johnny and Polly sit three rows from the screen.  
               Anna Sage separates and sits eight rows back on the aisle.  
               "Manhattan Melodrama," starring Clark Gable, William Powell, 
               and Myrna Loy begins with their pictures. 

               EXT. BIOGRAPH- MEANWHILE ... TICKETSELLER

               is quizzed by Purvis...

-----------------------------------------------------------------------------------------------------
                                                                       124.


                                     TICKETSELLER LADY
                         The movie runs an hour and 34 minutes 
                         and it started about 3 minutes ago 
                         so that means it will all be over in 
                         an hour, 30...

               Purvis turns away out of her view. Agent Rorer - at phone 
               booth- whispers in his ear ...

                                     AGENT RORER
                         They're on their way over here from 
                         the Marbro.

               ARM UP as Purvis starts across street and Rorer heads down 
               sidewalk to Reinecke's car OR stays with Purvis.

               INT. THEATER - DILLINGER + POLLY

               absorbed in the movie.

               ON SCREEN: District Attorney (William Powell) listens to his 
               secretary. She is against her boss inviting gangster Blackie 
               Gallagher (Clark Gable), his childhood friend, to his wedding 
               ...

                                     SECRETARY
                         Remember what happened to that 
                         District Attorney in the Midwest. 
                         Just for having his picture taken 
                         with some gangster...?

               The movie is referring to John Dillinger's Crown Point photo 
               session with his arm around Prosecutor Robert Estill.

               USE:

                                     CLARK GABLE 
                         But Blackie's my friend.

               DILLINGER

               laughs out loud. The irony is that the gangster who inspired 
               this Hollywood moment is sitting right here watching this 
               movie. It's a loop.

               EXT. BIOGRAPH - 19 BUREAU AGENTS + 5 EAST CHICAGO COPS

               arrived as Purvis hurries to deploy them. Except after Little 
               Bohemia, he doesn't tell Winstead what to do ...

                                     PURVIS
                         Zarkovich, you, O'Neill and your men 
                         are at that hat store. Suran, Clegg
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       125.


                                     PURVIS (CONT'D)
                         and McCarthy take two agents into 
                         the rear alley.
                              (beat)
                         Rorer, you and Reinecke stay there 
                         in the car.
                              (they deploy)
                         I will be outside the theater. I 
                         will light a cigar when he comes 
                         out.

                                     WINSTEAD
                              (low)
                         Clarence and I are going to be in 
                         that doorway. 30 feet south of the 
                         theater entrance. Gerry, you be in 
                         that tan car.

                                     PURVIS
                         In case he walks north?

                                     WINSTEAD
                         He's gonna walk south and cut through 
                         that alley back to her place.  Gerry, 
                         when you spot him through your 
                         rearview ... you come up on him from 
                         behind.

               The "cowboys" are the only men not deployed by Purvis. They 
               call their own shots.

               EXT. REAR ALLEY - AGENT SURAN + TWO BUREAU AGENTS (CLEGG, 
               MCCARTHY)

               take up positions near a rear exit. Another two go further 
               down.

               CLOSER: A REAR DOOR

               from the basement opens. A trash can is put out by a JANITOR.

               He sees the two groups of men in the alley and quickly closes 
               the door. (They have to appear to be hiding.)

               INT. MANAGER'S OFFICE - JANITOR

               enters.

                                     JANITOR
                         They're comin' to stick us up again.

               He's talking to CHARLIE SHAPIRO, the Essaness theater manager.

                                     CHARLIE
                         Where?

-----------------------------------------------------------------------------------------------------
                                                                       126.


                                     JANITOR
                         In the alley ...

               EXT. BIOGRAPH- CHARLIE SHAPIRO

               approaches the ticket seller.

                                     CHARLIE
                              (low)
                         Irene. Anything strange?

                                     IRENE
                              (whispers)
                         There's a sweaty man that keeps asking 
                         when the movie's gonna end ... Across 
                         the street, there's three, four men 
                         and there's two more around the corner 
                         ... why are they wearing suitcoats 
                         on such a hot night?

                                     CHARLIE
                         Pretend like nothing's going on ...

               He leaves the booth, taking the cash receipts.

               INT. MANAGER'S OFFICE/ON PHONE IN TICKET BOOTH - CHARLIE 
               SHAPIRO

                                     DESK SERGEANT'S VOICE (O.S.)
                         District 37, Sheffield Avenue ...

                                     CHARLIE
                         Get some detectives over here, this 
                         is Charlie Shapiro at the Biograph. 
                         They're gonna stick us up again ...

                                     DESK SERGEANT'S VOICE (O.S.)
                         How do you know, Charlie?

                                     CHARLIE
                         I see them getting in position, like 
                         they're waiting 'til the movie's 
                         over ...

               EXT. BIOGRAPH ALLEY - AGENT SURAN

               The alley suddenly is illuminated by strong headlights from 
               two directions. Before the car stops, a rear door opens and 
               a CHICAGO P.D. DETECTIVE has stepped off the running board 
               with his sawed-off shotgun in Agent Suran's face.

                                     CHICAGO P.D. DETECTIVE
                         Hands up.

-----------------------------------------------------------------------------------------------------
                                                                       127.


                                     SURAN
                         Wait ... ! Hold it! Federal Agent!
                         Department of Justice. Bureau of 
                         Investigation!

                                     CHICAGO P.D. DETECTIVE
                         What do you think you're doing here?

                                     SURAN
                         I'm on a Federal stakeout! And back 
                         those cars out of the alley. But 
                         stay close because we may need you.

                                     CHICAGO P.D. DETECTIVE
                         "You may need us?" Fuck you, college 
                         boy.  Let's see your goddamn badge!

               A ham-sized hand shoves Suran against the wall. Suran's 
               looking down both barrels ...

               INT. BIOGRAPH - SCREEN: MYRNA LOY

                                     MYRNA LOY
                         I love you more than anything, 
                         Blackie, you know...

               She stops.

               DILLINGER'S

               mesmerized by her eyes and soft skin. We SEE in his hyper 
               reality the satin tones on the screen. Myrna Loy's 
               insouciance, like Billie's, speaks to him. Meanwhile ...

               EXT. LINCOLN BOULEVARD - AGENT MCCARTHY + EAST CHICAGO COPS

               SOPSIC + STRETCH

               empty their pockets, trying to identify themselves to TWO 
               HUGE CHICAGO P.D. DETECTIVES who've drawn down on them with 
               a shotgun and .38 or .45 revolver and disarmed them. Zarkovich 
               comes over from the hat store and starts arguing, not 
               believing this is happening. More Chicago PD arrive.

               Meanwhile ...

               Note: INPUT Gallagher condemned.

               INT. CAR - PURVIS

               hurries across the street to straighten out the Chicago P.D.  
               Sergeant.

-----------------------------------------------------------------------------------------------------
                                                                       128.


                                     PURVIS
                         I am Special Agent in Charge Melvin 
                         Purvis of the Bureau of Investigation.
                         You cannot interfere with our 
                         operation here.

                                     CHICAGO P.D. DETECTIVE
                         And I won't 'cause you're okay, Mr.
                         Purvis. But his East Chicago, Indiana 
                         badge don't count. They wait until 
                         my Captain shows.

               Purvis looks at his watch, at his men, well deployed and 
               crosses back to the Biograph.

                                                                    CUT TO:

               INT. BIOGRAPH - SCREEN: BLACKIE GALLAGHER (CLARK GABLE)

               walks the long walk through the cell block ...

               JOHN DILLINGER

               the actual Public Enemy #1 watches the celluloid gangster 
               walk to the electric chair ...

                                     PRISONER
                         So long, Blackie.

               CLARK GABLE

               Stops at the cell.

                                     CLARK GABLE
                         Die the way you lived. All of a 
                         sudden.

               ECU: DILLINGER'S EYES

               startle, Is this a message?

               GRAIN STRUCTURE OF THE FACE OF GABLE

               speaking these important words ...

                                     CLARK GABLE (CONT'D)
                         Living like that doesn't mean a thing. 

               CU: DILLINGER

               He sees inwards. The movie is talking to him...

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                       129.


               EXT. BIOGRAPH - PURVIS

               glances at his watch. He rips a match from the matchbook,

               (+ INSERT) ready to light the cigar.

               The lobby is empty. The dim music of the finale leaks out.

               EXT. DOORWAY - WINSTEAD + CLARENCE HURT

               wait. Winstead coolly watches Purvis.

               INT. CAR- REINECKE'S

               right hand shakes. He can't control it. He grips the steering 
               wheel to make it stop.

               EXT. BAKERY STEPS - ZARKOVICH

               ignores the Chicago detectives arguing with O'Neill and 
               Sopsic.

                                                                    CUT TO:

               INT. BIOGRAPH - DILLINGER

               knows it won't happen. There's no Mexico with Billie. There's  
               no freighter to Manila. He will die. This day, this month, 
               next month. He knows that in this instant.

               JOHN DILLINGER LOOKING UP AT THE SCREEN.

               In this Hollywood version of life, the power of cause and  
               effect operates on the end, as inescapably as gravity. It's 
               a core truth. This is the only end for Blackie Gallagher.  
               And it's as true for John Dillinger in his life as it is for 
               Gallagher. Actions and historical forces have made his time  
               be up. Dillinger SLOWS the flickering images. His 
               concentration slices time into component parts. Gable 
               exchanges last good-byes. He warns his D.A. friend, Ronald 
               Coleman, not to commute his sentence. The images play on 
               Dillinger's face.  They take him over ... alone in the packed 
               theater while 25 Federal Agents and five East Chicago cops 
               wait outside.

               BLACKIE GALLAGHER 

               leaves death row for the execution chamber. 

               ANNA SAGE 

               looks at the backs of heads in the rows in front of her. She 
               doesn't want to miss Dillinger if he leaves.

               A cellblock. The cellblock lights dim, a convict says ...

-----------------------------------------------------------------------------------------------------
                                                                       130.


                                     CONVICT (0. S.)
                         There he goes. They're giving it to 
                         him now.

               CU: JOHN DILLINGER

               The grin. End title music. People stirring. The house lights 
               come up. Johnny doesn't move. He seems liberated. Released 
               somehow. People in front and behind him start to exit. He 
               sits there, holding onto his thoughts for a moment. Relaxed 
               in the here and now.

                                                                    CUT TO:

               EXT. BIOGRAPH - PURVIS (+ ONE SHOT FROM IN LOBBY VERY CLOSE)

               anxiously scans faces emerging from the theater.

               EXT. BIOGRAPH LOBBY - POLLY, THEN DILLINGER + ANNA

               NOTE: LAUNCH PT #1

               file out. Polly takes his arm. Anna is behind him and off to 
               the side. They're in a loose knot of people.

               PURVIS

               sees him. He lights his cigar. It's the signal to move in.

               ACROSS THE STREET: STRETCH + ZARKOVICH

               don't see the signal because the Chicago P.D. detective is 
               now shouting at Zarkovich.

               DILLINGER

               is lost in his awareness of a thing that came intuitively: a 
               knowingness that it is over. It already ended.

               This one time he exits an interior without his careful 
               surveying the exterior.

               PURVIS

               lights a second match. And as he lights his cigar, he looks 
               up to see ...

               JOHN DILLINGER

               look right at him. BUT Dillinger is distracted and does not 
               recognize Purvis.

-----------------------------------------------------------------------------------------------------
                                                                       131.


               INT. CAR REINECKE

               NOTE: LAUNCH PT #2

               saw the signal and Dillinger. He's out of his car.

               DILLINGER, POLLY + ANNA

               turn left at the sidewalk heading south, like Winstead said.

               They pass doorways. Reinecke approaches from 20 feet behind.

               ACROSS THE STREET: ZARKOVICH

               looks up ... sees Dillinger walking away. If Dillinger's 
               taken alive, he's dead. The Chicago cop puts a hand on 
               Zarkovich's chest ...

                                     CHICAGO P.D. DETECTIVE
                         Where you think you're going?

               REAR SHOT: POLLY, DILLINGER + ANNA SAGE

               float down the sidewalk past shadowed doorways ...

               WINSTEAD + HURT

                                     WINSTEAD
                              (cool)
                         That's Dillinger. Straw hat. Glasses.

               Hurt crosses the sidewalk in front of Dillinger and walks 
               north. He'll turn and position himself behind Dillinger on 
               the right. These guys are pros.

               EXT. BAKERY STEPS - ZARKOVICH

               shoves the Chicago Sergeant out of his way and races across 
               the street ...

               EXT. SIDEWALK - REINECKE

               approaches Dillinger from the rear. He's 15 steps behind 
               him. Purvis is ten steps behind Dillinger, on the left close 
               to the storefronts. Now Purvis turns out and reaches for his 
               gun.

               ECU: REINECKE

               Draws his weapon. Aims at the back of Dillinger's head. He 
               walks closer. Sweat runs into Reinecke's eyes. This isn't 
               the firing range with paper targets. This isn't theory. This 
               is the beast. The beast is a gunfighter. The gunfighter is 
               better than you. You beat-up his girl. Your shot will miss.

-----------------------------------------------------------------------------------------------------
                                                                       132.


               You will fail and be helpless ... He hyperventilates... *

               DILLINGER IN LARGE PROFILE

               now passes Winstead Winstead.

               PURVIS

               the doorway. Let him pass. HOLD on is raising his .45 auto, 
               pushing aside three moviegoers.

               REINECKE

               stalls. He doesn't want to be first.

               WINSTEAD

               Steps out of the doorway, now, pushes aside one couple, and 
               falls in up the center of the sidewalk.

               REINECKE'S EYES

               are riveted on Dillinger ...

               AND JOHN DILLINGER

               senses something.

               REAR SHOT: DILLINGER'S NECK + HEAD IN SLO-MOTION

               And now his brain processes what his peripheral vision took 
               in that his intuitive defenses don't like about this 
               landscape. He turns ...

               DILLINGER'S EYES

               see Reinecke.

               DILLINGER POV AND VERY TIGHT LL OVER DILLINGER ONTO REINECKE.

               Reinecke's hand holding the gun frozen in the air, paralyzed 
               with fear. He lacks the power to pull the trigger. His face 
               goes slack.

               DILLINGER'S EYES

               Here's the man who slammed Billie into that car. Dillinger's 
               lethal intent focuses on this one target. In milliseconds...

               INSERT: DILLINGER'S HAND

               draws the Colt.  turning towards Reinecke. Reinecke arrested 
               Dillinger's attention. Dillinger hasn't picked up the others 
               ...

-----------------------------------------------------------------------------------------------------
                                                                       133.


               AS PURVIS

               raises his .45. A moviegoer turns into him!

                                     PURVIS
                         Halt!

               FRONTAL (to SOUTH) DILLINGER RIGHT NOW sees all of them. He 
               pushes the .380 in SLOWED TIME towards Purvis ... and bumps 
               into a pedestrian named Ella Natasky.

               ELLA NATASKY

               starts to fall. Dillinger turns his attention to her for a 
               millisecond. He's a gentleman. His impulse is to reach for 
               her to steady her ...

               FRONTAL ON CHARLES WINSTEAD + SEPARATE OVER DILLINGER ONTO 
               WINSTEAD.

               Winstead pushes past the encumbered Purvis, leans forward 
               ... [and FIRES ... ] He shoots John Dillinger in the back of 
               the head. The heavy .45 round punches through Dillinger's 
               brain stem and exits underneath his right eye.

               John Dillinger stumbles into the alley opening and starts to 
               fall. A second shot from Winstead and two more from Clarence 
               Hurt hit him now. They don't matter ... John Dillinger falls 
               through the air ONTO ... EXTREMELY CLOSE ACROSS THE 
               COBBLESTONES: JOHN DILLINGER'S FACE (as continuous and 
               separate set-up) crashes into the FRAME. One lens of his 
               eyeglasses breaks. The brim of his straw hat snaps. The hat 
               falls away. He struggles, but can't move. He breathes. He 
               tries to speak ...

               OVER WINSTEAD + PURVIS

               standing over Dillinger. Purvis snatches the .380 automatic 
               out of Dillinger's hand. Purvis unloads Dillinger's gun. His 
               gun-handling of Dillinger's gun is a lot better than his 
               gunhandling of his own under stress.

               CLOSE FROM EYE-HEIGHT ... WINSTEAD

               sees Dillinger's trying to say something.

               JOHNNY'S LIPS (A-CAM)

               form speech and Winstead's ear is next to his mouth. We and 
               Winstead hear ...

                                     DILLINGER
                         ...tell Billie...

                

-----------------------------------------------------------------------------------------------------
                                                                       134.


               ECU: Only Charles Winstead (ear) hears the rest.

                                     PURVIS
                         What did he say?

                                     WINSTEAD
                         I couldn't hear him.

                                     PURVIS
                         You look after this. I need to call 
                         Washington.
                              (beat)
                         Cover his face. Keep the damn  
                         photographers away.

               WIDER ANGLE: As Purvis exits he passes Zarkovich shouldering  
               through the gathering crowd of pedestrians into ECU.

               Zarkovich POV - he sees the head wound, the glazing over of 
               Dillinger's eyes. He knows he's safe.

               SUBJECTIVE: JOHN DILLINGER'S EYES FROM PAVEMENT (FRAZIER)

               get dreamy, then they seem to focus far away. Then they seem 
               to focus not at all.

               AERIAL: LINCOLN AVENUE

               Purvis starts away and we SEE the Biograph marquee, the 
               trolley tracks in the cobblestone street, the alley, and the 
               hundreds of people moving towards the locus of the dead John 
               Dillinger.

                                                                    CUT TO:

               INT. CANAL STREET DRY CLEANERS (NEW ORLEANS) - HOOVER -

               ANOTHER DAY

               watches Tolson who is at the window. Tolson gets a sign.

               Hoover straightens his collar. He brushes lint off his pants 
               leg. Tolson waits. Hoover waits.

               EXT. CANAL STREET HOTEL DOOR

               opens. Alvin Karpis comes out. In the hot, humid New Orleans, 
               his suit coat is off ... He crosses the street towards his 
               Lincoln Coupe. His eyes land on a man on a bench across the 
               street looking at him over a newspaper.

               THE MAN IS CHARLES WINSTEAD

               The newspaper hides a sawn-off, 10 gauge Winchester lever 
               action shotgun.

-----------------------------------------------------------------------------------------------------
                                                                       135.


               ALVIN LOOKS TO HIS LEFT: CLARENCE HURT

               leans on a lamp post. His body hides a .351 Winchester rifle.

               ALVIN KARPIS 

               NOW freezes. He makes them immediately. He doesn't hesitate.  
               He opens his hands to demonstrate he is holding nothing and 
               lets his jacket fall to the ground. He knows they intend to  
               kill him. Snipers are on roofs. In this instant, Karpis knows  
               he is done. One objective races into his mind: stay alive.

               KARPIS

               stretches his arms, wide. Winstead has dropped the newspaper.  
               The sawed-off 10 gauge is aimed squarely at Alvin's chest.

               Karpis is displaying he is unarmed. Winstead approaches 
               warily. His weapon would cut Alvin in half. Clarence, the 
               rifle at his shoulder, inches forward. The Texas gunfighters 
               with real trigger-time have taken Alvin Karpis.

                                     ALVIN KARPIS
                         I am unarmed.

                                     WINSTEAD
                         Don't even breathe sudden.

               WINSTEAD + CAMPBELL + HURT

               are each 10 feet from him. Clarence pats him down. Karpis is 
               clean.

                                     HURT
                         Put your hands on the roof of that 
                         Lincoln.
                              (he does)

               Other agents come running. Someone's yelling: "Bring him 
               in."

               While they wait...

                                     WINSTEAD
                         Where you from?

                                     ALVIN KARPIS
                         Mostly Chicago.
                              (beat)
                         You?

                                     WINSTEAD
                         Fort Worth. Clarence is from Tyler.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       136.


                                     WINSTEAD (CONT'D)
                              (pause)
                         Alvin. You sly dog. If you'd a even 
                         had that jacket on ...

               The agents with their revolvers out, converge around Karpis.

                                     HURT
                              (to Agent)
                         Any handcuffs around here?

                                     SPECIAL AGENT
                         There's no handcuffs.

                                     WINSTEAD
                         Give me your tie.

               They had not planned on needing handcuffs. One agent is 
               excited. His gun pointed at Karpis shakes. Karpis looks at 
               it, then at Hurt.

                                     HURT
                              (to Agent)
                         Put that down.

               The agent drops his gun. Now ...

               EXT. STREET - HOOVER

               in his white suit and Tolson rush in from the dry cleaners.

               Agents part. Suddenly Hoover and Tolson stand in front of 
               Alvin Karpis. Hoover's .38 Chief Special is at his side.

                                     TOLSON
                              (prompting)
                         "You are under ... "

                                     HOOVER
                              (prompted)
                         You are under arrest for the ... 
                         Wahpeton, South Dakota bank robbery.

               Tolson waves to an agent across the street.

               WIDE ON THE CORNER: REPORTERS + PHOTOGRAPHERS

               are now released and rush towards us.

               HOOVER

               regains his composure.

-----------------------------------------------------------------------------------------------------
                                                                       137.


                                     HOOVER (CONT'D)
                         I heard of your fishing prowess. I 
                         myself, always wanted to catch a 
                         marlin ...

                                     ALVIN KARPIS
                         You're thinking of my partner, Harry 
                         Campbell.

                                     HOOVER
                         Are you relieved it's over? I'm sure 
                         you are.
                              (pause)
                         You know you will feel much better 
                         once you get everything off your 
                         chest.
                              (pause)
                         Why don't you tell me where Harry 
                         Campbell is?

               After a moment ...

                                     ALVIN KARPIS
                         Who do you think you're talking to?

               Hoover is silent.

                                     REPORTERS + PHOTOGRAPHERS
                         Hoover separates from Karpis.

                                     NEWSMEN
                         Mr. Hoover! Director!

                                     HOOVER
                         Karpis said he'd never be taken alive, 
                         but I took him without firing a shot.
                              (beat)
                         That marks him as a yellow rat. He 
                         was scared to death when I arrested 
                         him.
                              (beat)
                         That's all I got to say.

               Suydam and the special publicist, COURTNEY COOPER address 
               them.

                                     REPORTER #1
                         Mr. Hoover captured Karpis?

                                     SUYDAM
                         Mr. Hoover personally placed Alvin 
                         Karpis under arrest today. Karpis
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       138.


                                     SUYDAM (CONT'D)
                         reached for a rifle, but the Director 
                         was too fast.

                                                                    CUT TO:

               INT. CLYDE TOLSON'S OUTER OFFICE - MELVIN PURVIS - DAY

               waits. It looks like he's been waiting for awhile. People 
               who pass act as if he is invisible. They look right through 
               him.

                                     TOLSON
                         The Director will see you now.

               INT. HOOVER'S OFFICE - HOOVER- DAY

               Purvis stands in front of the desk. On the right of the desk 
               is a plaster death mask of John Dillinger.

                                     HOOVER
                              (without looking up)
                         Agent Purvis.

                                     PURVIS
                         Yes sir. I came to ...

                                     HOOVER
                              (sees Purvis staring 
                              at the death mask)
                         A medical student in the morgue made 
                         that cast of Dillinger's face. Where 
                         are you now? In the fingerprinting 
                         section, correct? It's a reminder of 
                         the war we wage against the punks 
                         and hoodlums.

               Purvis looks at Hoover. This was the golden boy who Hoover 
               came to despise.

                                     PURVIS
                         Sir, (I will tell you that) John 
                         Dillinger was an Outlaw and he was 
                         my Adversary. But he was no punk. 
                         And he was no hoodlum.
                              (beat)
                         I came here to say that I have no 
                         future in your Bureau. And I do not 
                         desire one.  I quit.

               Purvis tosses his badge on Hoover's desk and walks out.

               Hoover couldn't care less.

-----------------------------------------------------------------------------------------------------
                                                                       139.


               INT. MILAN WOMEN'S PRISON- GRANITE WALL- DAY

               PAN LEFT and fall EXTREMELY CLOSELY onto the face of Charles 
               Winstead. He waits.

               WIDER - WINSTEAD

               is in an interview cell.

               INT. CELL BLOCK - TRACKING A WOMAN'S FEET

               in prison issue shoes down the cellblock corridor. ARM UP. 
               It Billie Frechette. She walks with two guards behind her.

               INT. INTERVIEW CELL - DOOR OPENS

               Billie enters. She's surprised to see Winstead.

                                     WINSTEAD
                         How are you doing, Billie? I'm Special 
                         Agent Winstead.

                                     BILLIE
                         If you come here to ask me more damned 
                         questions. "Where's this one or that 
                         one?  Did I know Vern Miller? Who 
                         did what ... ?"

               Winstead shakes head no.

                                     WINSTEAD
                         I didn't come here for you to tell 
                         me something. I carne here to tell 
                         you something.

               CLOSER: BILLIE

               She sees in Winstead's face, the look of people she grew up 
               Billie senses none of the cunning of the lawyer/special agents 
               she's been dealing with. She leans forward, indicates a 
               cigarette out of Winstead's pocket.

               HE HANDS HER ONE AND LIGHTS

                                     BILLIE
                         Okay, Mr. Winstead. What do you got 
                         to tell me?

               Winstead leans forward.

                                     BILLIE (CONT'D)
                              (continuous)
                         They say you're the man who shot 
                         him?

-----------------------------------------------------------------------------------------------------
                                                                       140.


                                     WINSTEAD
                         That's right. One of them.

                                     BILLIE
                         So why are you coming here to see 
                         me? To see the damage you done?

                                     WINSTEAD
                         Because he asked me to.

               This gets Billie's attention and she looks more closely at 
               Winstead.

                                     WINSTEAD (CONT'D)
                         When he went down, he said something. 
                         And I put my ear next to his mouth 
                         and what I think he said was this. 
                         He said ...
                              (beat)
                         " ... tell Billie for me ... Bye Bye 
                         Blackbird ... "

               Billie has to rise and turn away from Winstead so that he 
               doesn't see her overcome with emotion. Winstead knows this.

               It is the measure of this man that he respected the privacy 
               of John Dillinger's message and only told her.

                                         THE END