The Silence of the Lambs (1991)
      
Directed by Jonathan Demme
      
Written by Ted Tally
      
Based on the novel by Thomas Harris
      
2nd draft July 28, 1989

NOTE
For legal reasons, the names of three of Tom Harris's
characters have had to be changed. It is my hope, and
certainly Tom's, that the original names can be
restored in time for the making of this movie.
   
For the purposes of this draft, however, 
Jack Crawfordhas become "Ray Campbell,"
Frederick Chilton has become "Herbert Prentiss," 
and Dr. Hannibal Lecter is called "Dr. Gideon Quinn. 
   
Jodie Foster ..................... Clarice M. Starling
Anthony Hopkins .................. Dr. Hannibal Lecter
Scott Glenn ............................ Jack Crawford
Kasi Lemmons ............................ Ardelia Mapp
Lawrence A. Bonney ................. F.B.I. Instructor
Lawrence T. Wrentz ................... Agent Burroughs
Ted Levine .................. Jame 'Buffalo Bill' Gumb
Anthony Heald .................. Dr. Frederick Chilton
Frankie Faison ................. Nurse Barney Matthews
Don Brockett .............................. Psychopath
Frank Seals Jr. .................. Brooding Psychopath
Stuart Rudin .......................... Multiple Miggs
Masha Skorobogatov ............ Young Clarice Starling
Jeffrey Lane ........................ Clarice's Father
Leib Lensky ................................. Mr. Lang       
   

     FADE IN:

 1   INT. GRUBBY HOTEL CORRIDOR - DAY (DIMLY LIT)                   1   

     A woman's face BACKS INTO SHOT, her head resting against 
     grimy wallpaper. She is tense, sweaty, wide-eyed with 
     concentration.

     This is CLARICE STARLING - mid-20's, trim, very pretty. She 
     wears Kevlar body armor over a navy windbreaker, khaki pants. 
     Her thick hair is piled under a navy baseball cap. A revolver, 
     clutched in her right hand, hovers by her ear. She raises a 
     speedloader, in her left hand, locks it into her cylinder, 
     twists and reloads.

     CLOSE ON

     a guest room door, with a small, wired pack attached to its 
     knob.

     Suddenly, wish a sharp CRACK!, the knob explodes, and the 
     door bursts open.

     WITH CLARICE - MOVING SHOT -

     as she runs around a corner, through a cloud of smoke. She 
     shoulders aside the shattered door and rushes inside, gun at 
     the ready in both hands...

                                                          CUT TO:

 2   INT. HOTEL ROOM - DAY                                          2   

     CLARICE'S POV - MOVING - as she first sees, sitting on the 
     edge of a bed - a FEMALE HOSTAGE. Black, late 20's, gagged, 
     hands behind her back. Then, SWIVELING... she sees a startled 
     MALE SUSPECT - white, mid-20's - standing by a window with a 
     rifle in his hands. He is turning towards her...

     CLARICE

     drops into a combat crouch, gun extended, and shouts.

                           CLARICE
               Freeze! FBI!

     CLARICE'S POV - SLOW MOTION -

     all natural SOUND suspended - as the Suspect faces her with 
     a strange, pleading expression. The rifle is rising in his 
     hands, but oddly enough, it is held across his chest, not 
     pointing. Then another puzzling detail registers...

     THE SUSPECT'S HANDS

                                                       (CONTINUED)

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                                                             p. 2


     are taped to his gun, away from the trigger; he couldn't use 
     it even if he tried. Suddenly we hear a metallic CLICK, which 
     reg-isters with unnatural amplification, as -

     CLARICE

     reacts, drops to the floor, rolling sideways, and -

     THE "HOSTAGE"

     pulls a revolver out from behind her back, still in SLOW 
     MOTION, raising it in her untied hands. She fires repeatedly, 
     flames leaping from the muzzle; the SOUND is an echoing roar 
     in these close quarters, but -

     CLARICE

     Has come up on one knee, beside an armchair, and is already 
     firing back herself, two quick SHOTS, which send -

     THE "HOSTAGE" pitching over the bed, backwards, to shudder 
     and lie still in a haze of gunsmoke. Clarice rushes to her, 
     clamping one knee down on her gun hand, still keeping her 
     covered in case of movement.

     HOLD for a few beats... then we hear the shrill blast of a 
     WHISTLE from somewhere, O.S., as normal ACTION and SOUND are 
     restored.

                           BRIGHAM (O.S.)
               Okay, people, good exercise...

     Clarice relaxes, lowering her gun. The lights brighten.

     PULLING BACK -

     we see that we're in some sort of auditorium, with the "hotel 
     room" and its "corridor" built as a training set. JOHN BRIGHAM 
     walks onto this set, thumbing a stopwatch. Mid-40's, ex-
     Marine.

     His T-shirt's lettering says "Firearms Instructor / FBI 
     Academy."

                           BRIGHAM (CONTD.) (CONT'D)
               Starling's reaction time was 
               excellent.  Let's break. Critique in 
               five.

     class of about forty young FBI trainees, of both sexes, begins 
     to rise from their seats, mingling and chatting.

     CLARICE

                                                       (CONTINUED)

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                                                             p. 3


     nods amiably to the "Suspect", then gives her "Hostage" a 
     hand up. It's ARDELIA MAPP, her roommate. Her broad, clever 
     face breaks into a big smile, as they both remove ear plugs. 
     Clarice's voice has just a soft trace of southern accent.

                           ARDELIA
               Damn, Clarice, how'd you make me?

                           CLARICE
                    (indicating her gun)
               Never cock. Just squeeze.

                           ARDELIA
                    (grins)
               I love it when you talk dirty.

     As Brigham joins them, Clarice can't resist a star pupil's 
     little smile of pride. He frowns good-naturedly.

                           BRIGHAM
               What're you laughin' at, Junior G-
               Man?  She got off four rounds to 
               your two.

     He takes out a steel-coiled grip flexer, drops it onto her 
     palm.

                           BRIGHAM (CONT'D)
               One hundred reps, each hand, every 
               day.  Now tidy up, the Section Chief 
               wants to see you.

     He nods a direction, then moves off. Clarice, with her smile 
     finally fading, looks out into the auditorium.

     SPECIAL AGENT RAY CAMPBELL

     sits on the top step of the aisle, looking down at her. He 
     is 53, strongly built. He rises impassively, exits through 
     the back door.

     He carries a think manila envelope under one arm.

     ARDELIA

     who is helping Clarice unbuckle her bullet-proof vest, follows 
     her worried gaze.

                           CLARICE
               What'd I do?

                                                       (CONTINUED)

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                                                             p. 4


                           ARDELIA
               Stay cool. Just remember to call him 
               "God."

                                                          CUT TO:

 3   EXT. FBI ACADEMY GROUNDS, QUANTICO, VIRGINIA - DAY             3   

     Campbell is watching a group of trainees on the firing range, 
     as Clarice joins him. He looks tired, haunted. Between master 
     and student, we sense a subtle, muted tug of sexuality.

                           CAMPBELL
               Starling, Clarice M., good morning.

                           CLARICE
               Good morning, Mr. Campbell.

                           CAMPBELL
               Your instructors tell me you're doing 
               well. Top quarter of the class.

                           CLARICE
               I hope so. They haven't posted 
               anything.

                           CAMPBELL
               A job's come up and I thought about 
               you.  Not really a job, more of - an 
               interesting errand. Walk me to my 
               car, Starling.

     They begin to cross the academy grounds. A group of trainees 
     jogs by, in matching sweats, following a p.e. coach.

                           CAMPBELL (CONTD.) (CONT'D)
               We're trying to interview all of the 
               serial killers now in custody, for a 
               psychobehavioral profile. Could be a 
               big help in unsolved cases. Most of 
               them have been happy to talk to us. 
               They have a compulsion to boast, 
               these people... Do you spook easily, 
               Starling?

                           CLARICE
               Not yet.

                           CAMPBELL
               You see, the one we want most refuses 
               to cooperate. I want you to go after 
               him again today, in the asylum.

                                                       (CONTINUED)

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                                                             p. 5


                           CLARICE
               Who's the subject?

                           CAMPBELL
               The psychiatrist - Dr. Gideon Quinn.

     Clarice stops walking, goes very still. A beat.

                           CLARICE
               The cannibal...

     Campbell doesn't respond, except to study her face.

                           CLARICE (CONTD.) (CONT'D)
               Yes, well... Okay, right. I'm glad 
               for the chance, sir, but - why me?

                           CAMPBELL
               You're qualified and available. And 
               frankly, I can't spare a real agent 
               right now.

     He walks on again, at a faster clip. She hurried to keep up.

                           CAMPBELL (CONT'D)
               I don't expect him to talk to you, 
               but I have to be able to say we 
               tried... Quinn was a brilliant 
               psychiatrist, and he knows all the 
               dodges.
                    (Hands her the manila 
                    envelope)
               Dossier on him, copy of our question-
               naire, special ID for you... If he 
               won't talk, then I want straight 
               reporting.  How's he look, how's his 
               cell look, what's he writing? The 
               Director himself will see your report, 
               over your own signature - if I decide 
               it's good enough. I want that by 
               0800 Wednesday, and keep this to 
               yourself.

     They're reached his car. His driver stamps on a cigarette, 
     climbs

     in behind the wheel. BURROUGHS, his assistant, says something 
     into a walkie-talkie, then opens the back door. But Campbell 
     pulls her aside, a hand on her shoulder. His intensity is 
     scary.

                           CAMPBELL (CONT'D)
               Now. I want your full attention, 
               Starling.  Are you listening to me?

                                                       (CONTINUED)

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


                           CLARICE
               Yes sir.

                           CAMPBELL
               Be very careful with Gideon Quinn. 
               Dr. Prentiss at the asylum will go 
               over the physical procedures used 
               with him. Do not deviate from them, 
               for any reason. You tell him nothing 
               personal, Starling. Believe me, you 
               don't want Gideon Quinn inside your 
               head... Just do your job, but never 
               forget what he is.

                           CLARICE
                    (a bit unnerved)
               And what is that, sir?

                           PRENTISS (V.O.)
               Oh, he's a monster. A pure 
               psychopath...

                                                          CUT TO:

 4   INT. PRENTISS'S OFFICE - BALTIMORE STATE HOSPITAL FOR THE 
     CRIMINALLY INSANE - DAY                                        4   

     CLOSE ON an I.D. card held in a male hand. Clarice's photo, 
     official-looking graphics. It calls her a "Federal 
     Investigator."

                           PRENTISS (CONTD., O.S.)
               It's so rare to capture one alive. 
               From a research point of view, Dr. 
               Quinn is our most prized asset...

     DR. HERBERT PRENTISS

     looks up from her card. A smarmy little peacock, behind a 
     vast desk; he's conceived an instant, hopeless letch for 
     Clarice. He smiles, stroking her card with his beloved gold 
     pen.

                           PRENTISS (CONTD.) (CONT'D)
               You know, we get a lot of detectives 
               here, but I must say, I can't ever 
               remember one so attractive...

     NEW ANGLE - REVEALS CLARICE - now wearing a more feminine 
     skirt suit. Hair neatly coiled, elegant shoulder bag, 
     briefcase. He has rudely left her standing.

                                                       (CONTINUED)

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


                           PRENTISS (CONT'D)
               Will you be in Baltimore overnight...?  
               Because this can be quite a fun town, 
               if you have the right guide.

     Clarice tries, unsuccessfully, to hide her distaste for him.

                           CLARICE
               I'm sure it's a great town, Dr. 
               Prentiss, but my instructions are to 
               talk to Quinn and report back this 
               afternoon.

                           PRENTISS
                    (pause; sourly)
               I see.
                    (beat)
               Let's make this quick, then. I'm 
               busy.

                                                          CUT TO:

 5   INT. ASYLUM CORRIDOR - UPPER FLOOR - DAY                       5   

     Clarice flinches as a heavy steel gate CLANGS shut behind 
     her, the bolt shooting home. Prentiss walks ahead of her.

                           PRENTISS
               Quinn carved up nine people - that 
               we're sure of - and cooked his 
               favorite bits.  We've tried to study 
               him, of course - but he's much too 
               sophisticated for the standard tests. 
               And my, does he hate us! Thinks I'm 
               his nemesis... Campbell's very clever, 
               isn't he? Using you.

                           CLARICE
               How do you mean, Dr. Prentiss?

                           PRENTISS
               A pretty young woman, to turn him 
               on?  I don't believe Quinn's ever 
               seen a woman in eight years. And oh, 
               are you ever his "taste" - so to 
               speak.

                           CLARICE
               I graduated magna from UVA, Doctor.  
               It's not a charm school.

                                                       (CONTINUED)

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


                           PRENTISS
               Good. Then you should be able to 
               remember the rules.

                                                          CUT TO:

 6   INT. DIFFERENT CORRIDOR - LOWER FLOOR - DAY                    6   

     Darker, even grimmer area. Heavy grids over the lights.  
     Distant SLAMMINGS and faint, hoarse SHOUTS. They walk briskly.

                           PRENTISS
               Do not reach through the bars, do 
               not touch the bars. You pass him 
               nothing but soft paper - no pens or 
               pencils. No staples or paperclips in 
               his paper. Use the sliding food 
               carrier, no exceptions.  Do not accept 
               anything he attempts to hold out to 
               you. Do you understand me?

                           CLARICE
               I understand.

                           PRENTISS
               I'm going to show you why we insist 
               on such precautions... On the 
               afternoon of July 8, 1981, he 
               complained of chest pains and was 
               taken to the dispensary. His 
               mouthpiece and restraints were removed 
               for an EKG. When the nurse bent over 
               him, he did this to her...

     He hands Clarice a small, dog-eared photo. Looking at it, 
     she is stopped in her tracks. This pleases Prentiss.

                           PRENTISS (CONT'D)
               The doctors managed to re-set her 
               jaw, more or less, and save one of 
               her eyes.  His pulse never got over 
               eighty-five, even when he ate her 
               tongue.
                    (pause; he smiles)
               I keep him in here.

     He turns, pushes a button. A steel door BUZZES slowly open, 
     and BARNEY - a big, impassive orderly - awaits them in an 
     anteroom.

     On its walls: restraints, mouthpieces, Mace, tranquilizer 
     guns.

                                                       (CONTINUED)

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


                           CLARICE
                    (quickly blocking him)
               Dr. Prentiss - if Quinn feels you're 
               his enemy - as you've said - them 
               maybe I'll have more luck by myself. 
               What do you think?

                           PRENTISS
                    (annoyed)
               You might have suggested that in my 
               office, and saved me the time.

                           CLARICE
               But then I would've missed the 
               pleasure of your company.

     She holds out the photo. A beat. He grabs it, jaw twitching.

                           PRENTISS
               When she's finished, bring her out.

     He turns on his heel, goes. Barney smiles reassuringly.

                           BARNEY
               Hi, I'm Barney. He told you, don't 
               get near the bars?

                           CLARICE
                    (shaking his hand)
               Clarice Starling. Yes, he did.

                           BARNEY
               Okay. Past the others, it's the last 
               cell. Stay to the middle. I put out 
               a chair for you.

     Sensing her tension, he indicates a nearby security monitor.

                           BARNEY (CONTD.) (CONT'D)
               I'm watching. You'll do fine.

     Clarice nods gratefully. She looks down the long corridor, 
     takes a deep breath, walks into it. He watches her go.

                                                          CUT TO:

 7   INT. DR. QUINN'S CORRIDOR - DAY                                7   

     MOVING SHOT - with Clarice, as her footsteps ECHO. High to 
     her right, surveillance cameras. On her left, cells. Some 
     are padded, with narrow observation slits, others are normal, 
     barred...

                                                       (CONTINUED)

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


     Shadowy occupants pacing, MUTTERING... Suddenly a dark figure 
     in the next-to-last cell hurtles towards her, his face mashing 
     grotesquely against his bars as he hisses.

                           DARK FIGURE
               I c-can sssmell your cunt!

     Clarice flinches momentarily, but then walks on.

     DR. QUINN'S CELL

     is coming slowly INTO VIEW... Behind its barred front wall 
     is a second barrier of stout nylon net... Sparse, bolted-
     down furniture, many softcover books and papers. On the walls, 
     extraordinarily detailed, skillful drawings, mostly European 
     cityscapes, in charcoal or crayon.

     CLARICE

     stops, at a polite distance from his bars, clears her throat.

                           CLARICE
               Dr. Quinn... My name is Clarice 
               Starling.  May I talk with you?

     DR. GIDEON QUINN

     is lounging on his bunk, in white pajamas, reading an Italian 
     Vogue. He turns, considers her... A face so long out of the 
     sun, it seems almost leached - except for the glittering 
     eyes, and the wet red mouth. He rises smoothly, crossing to 
     stand before her; the gracious host. His voice is cultured, 
     soft.

                           DR. QUINN
               Good morning.

     CUTTING BETWEEN THEM

     as Clarice comes a measured distance closer.

                           CLARICE
               Doctor, we have a hard problem in 
               psychological profiling. I want to 
               ask for your help with a 
               questionnaire.

                           DR. QUINN
               "We" being the Behavioral Science 
               Unit, at Quantico. You're one of Ray 
               Campbell's, I expect.

                           CLARICE
               I am, yes.

                                                       (CONTINUED)

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


                           DR. QUINN
               May I see your credentials?

     Clarice is surprised, but fishes her ID card from her bag, 
     holds it up for his inspection. He smiles, soothingly.

                           DR. QUINN (CONTD.) (CONT'D)
               Closer, please... clo-ser...

     She complies each time, trying to hide her fear. Dr. Quinn's 
     nostrils lift, as he gently, like an animal, tests the air.

     Then he smiles, glancing at her card.

                           DR. QUINN (CONT'D)
               That expires in one week. You're not 
               real FBI, are you?

                           CLARICE
               I'm - still in training at the 
               Academy.

                           DR. QUINN
               Ray Campbell sent a trainee to me?

                           CLARICE
               We're talking about psychology, 
               Doctor, not the Bureau. Can you decide 
               for yourself whether or not I'm 
               qualified?

                           DR. QUINN
               Mmmmm... That's rather slippery of 
               you, Officer Starling. Sit. Please.

     She sits in the folding metal desk-chair. He waits politely 
     till she's settled, then sits down himself, faces her happily.

                           DR. QUINN (CONT'D)
               Now then. What did Miggs say to you?
                    (She is puzzled)
               "Multiple Miggs," in the next cell. 
               He hissed at you. What did he say?

                           CLARICE
               He said - "I can smell your cunt."

                           DR. QUINN
               I see. I myself cannot. You use Evyan 
               skin cream, and sometimes you wear 
               L'Air du Temps, but not today. You 
               brought your best bag, though, didn't 
               you?

                                                       (CONTINUED)

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


                           CLARICE
                    (beat)
               Yes.

                           DR. QUINN
               It's much better than your shoes.

                           CLARICE
               Maybe they'll catch up.

                           DR. QUINN
               I have no doubt of it.

                           CLARICE
                    (shifting uncomfortably)
               Did you do those drawings, Doctor?

                           DR. QUINN
               Yes. That's the Duomo, seen from the 
               Belvedere. Do you know Florence?

                           CLARICE
               All that detail, just from memory...?

                           DR. QUINN
               Memory, Officer Starling, is what I 
               have instead of view.

     A pause, then Clarice takes the questionnaire from her case.

                           CLARICE
               Dr. Quinn, if you'd please consider -

                           DR. QUINN
               No, no, no. You were doing fine, 
               you'd been courteous and receptive 
               to courtesy, you'd established trust 
               with the embarrassing truth about 
               Miggs, and now this ham-handed segue 
               into your questionnaire.  It won't 
               do. It's stupid and boring.

                           CLARICE
               I'm only asking you to look at this, 
               Doctor. Either you will or you won't.

                           DR. QUINN
               Ray Campbell must be very busy indeed 
               if he's recruiting help from the 
               student body. Busy hunting that new 
               one, Buffalo Bill... Such a naughty 
               boy! Did Campbell send you to ask 
               for my advice on him?

                                                       (CONTINUED)

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


                           CLARICE
               No, I came because we need -

                           DR. QUINN
               How many women has he used, our Bill?

                           CLARICE
               Five... so far.

                           DR. QUINN
               All flayed...?

                           CLARICE
               Partially, yes. But Doctor, that's 
               an active case, I'm not involved. If 
               you could -

                           DR. QUINN
               Do you know why he's called Buffalo 
               Bill?  Tell me. The newspapers won't 
               say.

                           CLARICE
               I'll tell you if you'll look at this 
               form.
                    (He considers, then 
                    nods)
               It started as a bad joke in Kansas 
               City Homicide. They said... this one 
               likes to skin his humps.

                           DR. QUINN
               Witless and misleading. Why do you 
               think he takes their skins, Officer 
               Starling? Thrill me with your wisdom.

                           CLARICE
               It excites him. Most serial killers 
               keep some sort of - trophies.

                           DR. QUINN
               I didn't.

                           CLARICE
               No. You ate yours.

     A tense beat, then a smile from him, at this small boldness.

                           DR. QUINN
               Send that through.

     She rolls him the questionnaire, in his sliding food tray. 
     He rises, glances at it, turning a page or two disdainfully.

                                                       (CONTINUED)

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


                           DR. QUINN (CONT'D)
               Oh, Officer Starling... do you think 
               you can dissect me with this blunt 
               little tool?

                           CLARICE
               No. I only hoped that your knowledge -

     Suddenly he whips the tray back at her, with a metallic CLANG 
     that makes her start. His voice remains a pleasant purr.

                           DR. QUINN
               You're sooo ambitious, aren't you...?
               You know what you look like to me, 
               with your good bag and your cheap 
               shoes? You look like a rube. A well-
               scrubbed, hustling rube with a little 
               taste... Good nutrition has given 
               you some length of bone, but you're 
               not more than one generation from 
               poor white trash, are you - Officer 
               Starling...? That accent you're trying 
               so desperately to shed - pure West 
               Virginia. What was your father, dear?  
               Was he a coal miner? Did he stink of 
               the lamp...? And oh, how quickly the 
               boys found you! All those tedious, 
               sticky fumblings, in the back seats 
               of cars, while you could only dream 
               of getting out.  Getting anywhere - 
               yes? Getting all the way - to the 
               F...B...I.

     His every word has struck her like a tiny, precise dart. But 
     she squares her jaw and won't give ground.

                           CLARICE
               You see a lot, Dr. Quinn. But are 
               you strong enough to point that high-
               powered perception at yourself? How 
               about it...?  Look at yourself and 
               write down the truth.
                    (She slams the tray 
                    back at him)
               Or maybe you're afraid to.

                           DR. QUINN
               You're a tough one, aren't you?

                           CLARICE
               Reasonably so. Yes.

                                                       (CONTINUED)

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                                                            p. 15


                           DR. QUINN
               And you'd hate to think you were 
               common.  My, wouldn't that sting! 
               Well you're far from common, Officer 
               Starling. All you have is the fear 
               of it.
                    (beat)
               Now please excuse me. Good day.

                           CLARICE
               And the questionnaire...?

                           DR. QUINN
               A census taker once tried to test 
               me. I ate his liver with some fava 
               beans and a nice chianti... Fly back 
               to school, little Starling.

     He steps backwards, then returns to his cot, becoming as 
     still and remote as a statue. Frustrated, Clarice hesitates, 
     then finally shoulders her bag and goes, leaving the 
     questionnaire in his tray. But after just a few steps, as 
     she passes - MIGG'S CELL - she sees that creature at his 
     bars again, hissing at her.

                           MIGGS
               I b-bit my wrist so I c-can diiiieeee!  
               S-ee how it bleeeeeeeeds?

     The dark figure suddenly flings his palm towards her, and -

     CLARICE

     is spattered on the face and neck - not with blood, but with 
     pale droplets of semen. She gives a little cry, touching her 
     fingers to the wetness. Stunned, near tears, she forces 
     herself to straighten up and walk on, fumbling for a tissue. 
     From behind her, Dr. Quinn calls out, very agitated.

                           DR. QUINN (O.S.)
               Officer Starling... Officer Starling!

     Clarice slows, stops. She shudders, but makes the very 
     difficult choice to turn, walk back, stand again in front of - 
     DR. QUINN - who's shivering with rage. For an instant his 
     face opens, and we catch a glimpse into hell itself. Then 
     he's composed again.

                           DR. QUINN (CONT'D)
               I would not have had that happen to 
               you.  Discourtesy is - unspeakably 
               ugly to me.

                                                       (CONTINUED)

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                                                            p. 16


                           CLARICE
               Then please - do this test for me.

                           DR. QUINN
               No. But I will make you happy... 
               I'll give you a chance for what you 
               love most, Clarice Starling.

                           CLARICE
               What's that, Dr. Quinn?

                           DR. QUINN
               Advancement, of course.
                    (beat)
               Go to Split City. See Miss Mofet, an 
               old patient of mine. M-O-F-E-T... 
               Now go. Go.
                    (a smile)
               I don't think Miggs could manage 
               again so soon, even if he is crazy - 
               do you?

                                                          CUT TO:

 8   EXT. THE HOSPITAL - PARKING LOT - DAY                          8   

     The grim gothic pile of the asylum looms overhead as Clarice 
     rushes out the front doors. She is badly shaken, almost 
     stumbling, as she rubs at her face. She looks around for, 
     and finally, with some relief, spots -

     HER CAR

     an old Pinto, parked nearby. This image begins to BLUR...

     CLOSE ON

     her face, fighting tears, as the CAMERA begins to WHIRL AROUND 
     her, almost dizzily. She is seeing, in her mind's eye -

     IN FLASHBACK

     A screen door banging open, on a wooden porch, and a 10-year 
     old girl - the young Clarice - rushing outside, down the 
     front steps, and running joyfully across her front yard to -

     MOVING ANGLE - THE GIRL'S POV -

     A car - late 60's vintage - parked in the dirt road. A MAN, 
     Clarice's father, is just climbing out. He's tall, handsome, 
     and has a marshal's badge pinned on his dark suit. He grins, 
     seeing her, and spreads his arms wide as

     THE YOUNG CLARICE

                                                       (CONTINUED)

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


     rushes into them, and he sweeps her up in a hug, spinning 
     her around, the CAMERA SPINNING with them, and capturing 
     both their laughing faces, before we abruptly return to -

     THE ADULT CLARICE

     alone in the parking lot, sagging against her car. Her face 
     is buried in her arms, she shoulders shaking. SOUND UPCUT - 
     a steady, rapid series of GUNSHOTS, as we

                                                          CUT TO:

 9   INT. FBI ACADEMY FIRING RANGE - DAY                            9   

     Clarice, in a combat stance, and wearing a sound-muffling 
     headset, is squeezing off ROUND after ROUND at a MOVING TARGET - 
     the silhouette of a man, approaching along a track. Her shots, 
     tightly grouped, are all finding the center chest. The target 
     stops, quite close to her, still swaying.

     CLARICE

     stares at it, deftly working her speedloader. Then she puts 
     a final, emphatic shot right through

     THE FIGURE'S FOREHEAD

                                                          CUT TO:

10   INT. FBI ACADEMY LIBRARY - NIGHT                              10   

     CLOSE ON a microfilm monitor - a grainy newsphoto of Dr. 
     Quinn, scrawling past, with an accompanying story ("New 
     Horrors in Cannibal Trial"), dated 1980.

     CLARICE

     is punching keys on the terminal. Other trainees study at 
     nearby tables. She pauses, jotting a note on her pad, as 
     Ardelia comes by, carrying an armful of books.

                           ARDELIA
               Phone call, Clarice. It's God.

                           CLARICE
               Thanks, Ardelia.

     MOVING ANGLE

     as Clarice rises, grabbing her notebook, and follows Ardelia 
     past high metal bookstacks.

                                                       (CONTINUED)

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


                           ARDELIA
               You missed Fourth Amendment law.  
               Unlawful seizure, real juicy stuff.  
               Where were you all afternoon?

                           CLARICE
               Pleading with a crazy man, with come 
               all over my face.

     Ardelia stares at her, figures it's a put-on, laughs.

                           ARDELIA
               Damn. Wish I had time for a social 
               life.

     Clarice grins, as Ardelia indicates a phone receiver resting 
     on the check-out desk, then moves on. Clarice picks it up.

                           CLARICE
                    (on phone)
               Mr. Campbell?

                                                          CUT TO:

11   INT. CAMPBELL'S HOUSE - STUDY - NIGHT                         11   

     Campbell, in a cardigan, sits in a wing chair in the booklined 
     study of his suburban home. He turns the pages of Clarice's 
     memo as they talk. His tone is sharp.

                           CAMPBELL
               I've read your interim memo on Quinn.  
               You sure you've left nothing out?

     INTERCUTTING -

                           STARLING
               It's all there, sir, practically 
               verbatim.

                           CAMPBELL
               Every word, Starling? Every gesture?

                           STARLING
                    (a bit heatedly)
               Right down to the kleenex I used.
                    (He is silent)
               Sir, why? Is something wrong?

                           CAMPBELL
               He mentioned a name, at the very 
               end. "Mofet..." Any followup on her?

                                                       (CONTINUED)

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


                           STARLING
               I spent all evening on the mainframe.  
               Quinn altered or destroyed most of 
               his patient histories, prior to 
               capture. No record of anyone named 
               Mofet. But "Split City" sounded like 
               it might have have something to do 
               with divorce. I tracked it down in 
               the library's catalogue of national 
               yellow pages.
                    (glancing at her notes)
               It's a mini-storage facility outside 
               Baltimore, where Quinn had his 
               practice.

     She pauses, expecting some soft of approval for her 
     cleverness.

                           CAMPBELL
               Well? Why aren't you there right 
               now?

                           STARLING
               Sir, that's a field job. It's outside 
               the scope of my assignment. And I've 
               got a test tomorrow on -

                           CAMPBELL
               Do you recall my instructions to 
               you, Starling? What were they?

                           STARLING
               To complete and file my report by 
               0800 Wednesday. But sir -

                           CAMPBELL
               Then do that, Starling. Do just 
               exactly that.

                           STARLING
               Sir, what is it? There's something 
               you're not telling me.

                           CAMPBELL
                    (beat)
               Miggs has been murdered.

                           STARLING
                    (startled, upset)
               Murdered...? How?

                                                       (CONTINUED)

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


                           CAMPBELL
               The orderly heard Quinn whispering 
               to him, all afternoon, and Miggs 
               crying.  They found him at bed check. 
               He'd swallowed his own tongue... 
               Prentiss is scared stiff the family 
               will file a civil rights lawsuit, 
               and he's trying to blame it on you. 
               I told the little prick your conduct 
               was flawless.
                    (beat)
               Starling...?

                           STARLING
               I'm here, sir, I just - I don't know 
               how to feel about it.

                           CAMPBELL
               You don't have to feel any way about 
               it. Quinn did it to amuse himself.  
               Why not, what can they do? Take away 
               his books for awhile, and no jello...
                    (a bit softer)
               I know it got ugly today. But this 
               is your report, Starling - take it 
               as far as you can. On your own time, 
               outside of class. Now carry on.

     ANGLE ON CLARICE -

     as we hear the loud CLICK of Campbell hanging up. She stares 
     at her receiver, stung by his abruptness.

                           CLARICE
               Well God damn it!  You old creep. 
               Creepo son of a bitch. Let Miggs 
               squirt you and see how you like it.

     She slams her receiver into its cradle.

     ANGLE ON CAMPBELL -

     as he flips aside her memo, then rises, wearily. He leaves 
     his study, flicking off the lamp, and pads away in his 
     slippers.

                                                          CUT TO:

12   INT. CAMPBELL'S BEDROOM - NIGHT                               12   

     A private nurse, in white, stands marking a clipboard chart, 
     as Campbell enters his tidy bedroom.

                                                       (CONTINUED)

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


                           CAMPBELL
               I'll take over, Patricia. You get 
               some rest.

     The nurse nods, hands him the chart, and goes. He glances at

     it, then sets it aside. He crosses to -

     BELLA CAMPBELL -

     who lies in an elevated hospital bed. Nearby are an oxygen 
     tank and mask, floral arrangements. Her breathing is shallow, 
     very labored. Campbell looks down at his comatose wife for a 
     long moment, tenderly brushes a strand of her hair back into 
     place, then bends over to kiss her forehead. SOUND UPCUT -
     THUNDER and RAIN...

                                                     DISSOLVE TO:

13   EXT. "SPLIT CITY MINI-STORAGE" - DUSK (RAINING)               13   

     An orange neon sign, streaked with rain, identifies out 
     location. It looms over a hurricane fence, topped with barbed 
     wire.

     Inside, row on row of garage-sized, cinderblock sheds.

                           MR. YOW (V.O.)
               Unit 31 was leased for ten years.  
               Prepaid in full... The contract is 
               in the name of "Miss Hester Mofet."

                                                          CUT TO:

14   EXT. STORAGE UNIT NUMBER 31 - DUSK                            14   

     Clarice, kneeling before a closed, roll-up metal door, takes 
     a FLASH photo of its sealed padlock. EVERETT YOW, a fat, 
     60ish Chinaman, holds an umbrella over them both. He looks 
     unhappy.

                           CLARICE
               So no one's been in here since - 
               1980?

     She opens the padlock, using a fat ring of tagged keys, then 
     sets aside both keys and lock.

                           MR. YOW
               Not to my knowledge. Privacy is a 
               great concern to my customers. But, 
               if you say this is an FBI matter...

                                                       (CONTINUED)

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


                           CLARICE
               I won't disturb anything, Mr. Yow, I 
               promise. Be gone before you know it.

     Slinging her camera over a shoulder, she tugs at the handle, 
     but the door won't budge. Another tug, harder - no good. Mr. 
     Yow stoops to help, puffing hard, but it's firmly stuck. He 
     sighs.

                           MR. YOW
               We could return tomorrow, with my 
               son. Or perhaps some workmen...?

     Clarice crosses to her Pinto, which faces the shed, reaches 
     in to turn on her headlights. Mr. Yow blinks in the sudden 
     brightness. Then she opens her truck, rummaging inside, and 
     returns with a bumper jack, a flashlight, and a rubber floor 
     mat.

                           CLARICE
               Would you hold these, please?

     She gives him her flashlight and camera, drops the mat on 
     the ground, then sets the bumper jack in place, under the 
     center of the door. She pumps on the jack handle as the door 
     SQUEALS slowly up, but it won't go higher than about 18 
     inches, despite all her exertions. She spreads out the rubber 
     mat on the cement, takes the flashlight from Mr. Yow, then 
     lies on the mat.

                                                          CUT TO:

15   INT. THE STORAGE SHED - DUSK (VERY DARK)                      15   

     Clarice, backlit, peers under the door. She reaches in, makes 
     a sweep with her flashlight. We catch shadowy outlines - 
     boxes, then the flattened tires of a car... SOUND of rain on 
     the tin roof, and other noises, too - small RUSTLINGS. Mr. 
     Yow's chubby face appears down beside Clarice's.

                           MR. YOW
               It smells like mice ... I think I 
               hear them, too - don't you?

     Clarice turns onto her back, starts squirming under the door.

                           MR. YOW (CONTD.) (CONT'D)
               You're going in there?

     CUT BACK TO:

                                                       (CONTINUED)

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


16   EXT. STORAGE UNIT NUMBER 31 - DUSK                            16   

     Clarice pulls her head back out again, reaching to take her 
     camera from him. She hands him a card, trying to appear 
     nonchalant.

                           CLARICE
               Mr. Yow, if this door should fall 
               down - ha ha! - or anything else - 
               would you be kind enough to call 
               this number? It's our Baltimore field 
               office. They know you're here with 
               me... Do you understand?

                           MR. YOW
               Might I suggest tucking your pants 
               into your socks? To prevent mouse 
               intrusion.

                           CLARICE
                    (beat)
               Good idea.

     CUT BACK TO:

17   INT. STORAGE SHED - DUSK (VERY DARK)                          17   

     Clarice squirms, on her back, through the narrow opening. As 
     she squeezes all the way in, she snags one thigh on the metal 
     edge of the door. She curses softly, shining her flashlight 
     on her ripped khakis - there's a small streak of blood.

                           MR. YOW (O.S.)
               Okay, Miss Starling?

                           CLARICE
               Okay, Mr. Yow...

     She shines her light around. In its narrow beam, we see -

     CLARICE'S POV - UPWARD, SHIFTING -

     Spiderwebs, everywhere... high stacks of cardboard boxes...  
     a few dusty pieces of furniture... the big car, oddly long 
     and tall, covered with a tarp... Suddenly there's a scurrying 
     of loud MUSICAL NOTES. Clarice turns, scared, her beam 
     capturing... an old upright piano.

                           MR. YOW (O.S.)
               You're playing a piano, Miss Starling?

                           CLARICE
               That wasn't me.

                                                       (CONTINUED)

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


                           MR. YOW (O.S.)
               Oh.

     CLARICE

     crawls a bit further. There's hardly room to stand, but she 
     finally manages to wriggle upright, clawing away cobwebs, 
     next to the car. Holding her light under one arm, she takes 
     several FLASH photos of the shed's interior, ending with the 
     car. Then, slinging her camera over the shoulder, she folds 
     back the tarp, resting it on the roof. The resulting clouds 
     of dust make her cough.

     THE CAR -

     is an antique beauty, a 1931 Packard. It's very dusty, despite 
     the tarp. Curtains close off the back passenger compartment, 
     but there's a narrow gap in them. More mousy RUSTLINGS.

     CLARICE

     peers in through the gap, aiming her flashlight.

     HER POV - SHIFTING -

     as the thin flashlight beam picks out: the broad back seat...  
     as open album of lacy, old-fashioned Valentines... a crumpled 
     lap rug, on the floor... and then a pair of women's shiny, 
     high-heeled pumps... Above these, the hem of a fancy satin 
     evening gown - and a pair of pale, stockinged legs.

     CLARICE

     recoils, alarmed, then steadies herself.

                           CLARICE
               Mr. Yow? Oh Mr. Yow...? It looks 
               like somebody is sitting in this 
               car.

                           MR. YOW (O.S.)
               Oh my! Oh my... Maybe you better 
               come out now, Miss Starling.

                           CLARICE
               Not yet! - just wait for me.
                    (under the breath)
               Maybe in about two seconds.

     She leans down with her camera, takes a FLASH through the 
     gap, then tries the door handle. Locked. So is the front 
     door.

                                                       (CONTINUED)

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


     She looks around, aiming her light, and locates a tangle of 
     coat-hangers, sticking out of a carton of bric-a-brac. She 
     pulls out one of these, straightens it quickly, bends the 
     tip into a hook.

     CLOSE ANGLE

     as she jams this tool inside the join at the top of the back 
     passenger window, then fishes around till she can snag the 
     inside door latch, pulling up. A satisfying CLICK.

     CLARICE

     opens the door - it hits stacked boxes, and won't open far - 
     then very cautiously leans inside, aiming her flashlight.

     HER POV - MOVING LIGHT BEAM -

     revealing more of the evening gown... a pair of hands, in 
     white, elbow-length gloves - one rests on the lap, the other 
     atop a large, beaded, drawstring evening bag... thick strands 
     of costume pearls over the breasts... and finally the white 
     neck stub of a female mannequin. No face or head.

     CLARICE

     sighs with relief. She takes a couple more FLASHES, then 
     very carefully lifts out the Valentine album, holding it by 
     the corners, and setting it atop the car. Then she eases 
     herself inside, onto the back seat, as the springs SQUEAK 
     loudly.

     ONE GLOVED HAND

     slides off the lap, brushing Clarice's thigh.

     CLARICE

     starts a bit, then pokes at the gloved arm, hard. She peels 
     back a bit of glove, revealing the white, synthetic elbow. 
     She smiles, shaking her head at her own jumpiness, as she 
     reaches over the mannequin's lap to loosen the evening bag's 
     drawstring.

     SEVERED HUMAN HEAD

     stares back at her, as the beaded material slides away.

     CLARICE

     lurches back, gasping loudly, and several long, heart-pounding 
     moments pass before she can make herself look more closely.

     THE HEAD

                                                       (CONTINUED)

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


     bobs gently in a pool of alcohol, in a laboratory specimen 
     jar.

     It is a man's head, but grotesquely transformed, by the 
     addition of heavy makeup, earrings, and a sodden wig, into a 
     woman's face. Over the years the makeup has smeared badly, 
     and the pupils have gone almost milky white.

     CLARICE -

     staring at this terrible thing, is pleased to find herself 
     quickly regaining control. She murmurs to herself.

                           CLARICE (CONT'D)
               Well, Toto, we're not in Kansas 
               anymore.

                                                          CUT TO:

18   EXT. QUINN'S HOSPITAL - PARKING LOT - NIGHT (RAINING)         18   

     A loud clap of THUNDER, as a flash of LIGHTNING illuminates 
     the eerie towers and barred windows of the asylum.

     MOVING ANGLE

     on Clarice as she climbs from her car, runs through heavy 
     rain towards the main entrance, where a guard admits her.

                                                          CUT TO:

19   INT. DR. QUINN'S CELL AND CORRIDOR - NIGHT (DIM LIGHT)        19   

     On a noiseless TV screen, an evangelist rants, waving his 
     arms.

     Behind him, a swaying choir in gaudy robes.

                           CLARICE (O.S.)
               It's an anagram, isn't it, Doctor?

     PAN TO Clarice, with her wet hair plastered flat, sitting on 
     the corridor floor to one side of this TV, which has been 
     stationed so that Dr. Quinn cannot avoid seeing it.

                           CLARICE (CONT'D)
               Hester Mofet... "The rest of me." 
               Miss The-Rest-of-Me... Meaning, you 
               rented that place.

     HER POV

     He's lost in shadows; we can't see him. He doesn't respond.

                                                       (CONTINUED)

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


     CUTTING BETWEEN THEM -

     Clarice and the darkened call - as she tries again.

                           CLARICE (CONT'D)
               You put those - things in there. 
               Paid for it in advance, ten years 
               ago... Why, Dr. Quinn?

     The food carrier suddenly SWISHES out of the cell, making 
     her jump up. In its tray is a clean, folded white towel. She 
     hes-itates, then crosses, takes this.

                           CLARICE (CONT'D)
               Thank you.

     She sits again, rubbing her wet hair. When he finally speaks, 
     he's on the floor, too - a deeper, hunching darkness in the 
     shadows, occasionally striped by the flickering TV light.

                           DR. QUINN
               Your bleeding has stopped.

                           CLARICE
               How did -
                    (she stops herself)
               It's nothing. A scratch.

                           DR. QUINN
               Why don't you ask me about Buffalo 
               Bill?

                           CLARICE
                    (surprised, a beat)
               Why? Do you know something about 
               him?

                           DR. QUINN
               I might if I saw the case file. You 
               could get that for me.

                           CLARICE
               Why don't you tell me about "Miss 
               Mofet?"  You wanted me to find him. 
               Or do I have to wait for the lab?

                           DR. QUINN
                    (sighs)
               His real name is Benjamin Raspail. A 
               former patient of mine, whose romantic 
               attachments ran to, shall we say, 
               the exotic...?  I didn't kill him, 
               merely tucked him away.
                           (MORE)

                                                       (CONTINUED)

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


                           DR. QUINN (CONT'D)
               Very much as I found him, in that 
               ridiculous car, in his own garage, 
               after he'd missed three appointments. 
               You'd have him under "Missing Person" - 
               which, in poor Raspail's case, could 
               hardly be more true.

                           CLARICE
               If you didn't kill him, then who 
               did?

                           DR. QUINN
               Who can say...? Best thing for him, 
               really.  His therapy was going 
               nowhere.

                           CLARICE
               Wouldn't it have been easier to just 
               leave him for the police to find?

                           DR. QUINN
               And have them clomping about in my 
               life?  Oh dear, no... At that time I 
               still had certain private amusements 
               of my own.
                    (beat)
               How did you feel when you saw him, 
               Clarice?  May I call you Clarice?

                           CLARICE
               Scared, at first. Then - exhilarated.

                           DR. QUINN
               Ahhh... Why?

                           CLARICE
               Because you weren't wasting my time.

                           DR. QUINN
               Do you have something you use, when 
               you need to get up your courage? 
               Memories, tableaux... scenes from 
               your early life?

                           CLARICE
               I don't know. Next time I'll have to 
               check.

                           DR. QUINN
               Ray Campbell is helping your career, 
               isn't he? Apparently he likes you. 
               And you like him, too.

                                                       (CONTINUED)

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


                           CLARICE
               I never thought about it.

                           DR. QUINN
               Your first lie to me, Clarice. How 
               sad.  Tell me - do you think Campbell 
               wants you, sexually? True, he's much 
               older, but - do you think he 
               visualizes...  scenarios, 
               exchanges...? Fucking you?

                           CLARICE
               That doesn't interest me, Doctor. 
               And it's the sort of thing Miggs 
               would ask.

                           DR. QUINN
               Not anymore.
                    (beat)
               Surely the odd confluence of events 
               hasn't escaped you, Clarice. Campbell 
               dangles you before me. Then I give 
               you a bit of help. Do you think it's 
               because I like to look at you, and 
               imagine how good you would taste...?

                           CLARICE
               I don't know. Is it?

                           DR. QUINN
               Or doesn't this all begin to suggest 
               to you a kind of... negotiation?  
               There's something Campbell can give 
               me, and I want to trade for it. I 
               even wrote to him, offering my help. 
               But he hates me, so he won't deal 
               directly.

     Dr. Quinn slowly turns up the rheostat in his cell. As his 
     lights rise, we see that the cell's been stripped bare. Gone 
     are his books, drawings, mattress - even his toilet seat. 
     She stands, too, startled. They face each other.

                           DR. QUINN (CONT'D)
               Punishment, you see. For Miggs. Just 
               like that gospel program. When you 
               leave, they'll turn the volume way 
               up. Prentiss does enjoy his petty 
               torments.

                           CLARICE
               Who killed Raspail, Doctor...? You 
               know, don't you?

                                                       (CONTINUED)

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


                           DR. QUINN
               I've been in this room for eight 
               years, Clarice. I know they will 
               never, ever let me out while I'm 
               alive. What I want is a view. I want 
               a window where I can see a tree, or 
               even water. I want to be in a federal 
               institution, away from Prentiss - 
               and I want a view. I'll give good 
               value for it. Campbell could do that 
               for me, but he won't. You persuade 
               him.

                           CLARICE
                    (almost a whisper)
               Who killed your patient?

                           DR. QUINN
               Oh, a very naughty boy. Someone you 
               and Ray Campbell are most anxious to 
               meet.

                           CLARICE
               Buffalo Bill...?
                    (incredulous)
               Bill killed him, all those years 
               ago...? That's impossible.

     But Dr. Quinn only smiles, enigmatically.

                           DR. QUINN
               Who is he stalking right now, Clarice?  
               I wonder, don't you? How many more 
               young women will have to die, before 
               you trade with me...?

     As Clarice stares at him, unsure how to respond -

                                                     DISSOLVE TO:

20   INT. CATHERINE MARTIN'S APT. - MEMPHIS, TENNESSEE - NIGHT     20   

     CATHERINE MARTIN takes a long toke from a bong pipe. She is 
     21, a tall, big-boned, rather fleshy girl with long brown 
     fair.

     Her head is on the lap of her boyfriend, CODY; they're 
     sprawled on a couch in the den of her well-furnished 
     apartment. The TV in on, with low SOUND.

                           CATHERINE
               This stuff's givin' me the munchies.  
               Where's that bag of popcorn?

                                                       (CONTINUED)

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


                           CODY
               Shit. Left the groceries in the car.

     He starts to rise, but she pushes him back.

                           CATHERINE
               'S okay, I'll go.

     She rises, goes out the front door.

                                                          CUT TO:

21   EXT. PARKING LOT - THE APARTMENT COMPLEX - NIGHT              21   

     Catherine straightens, with her bag of groceries, shutting 
     re car's back door. She sees, a short distance away -

     A MAN - standing at the open rear door of a brown panel truck.  
     His right forearm is in a cast and sling; he is struggling, 
     unsuccessfully, to hoist an armchair into the truck.  Parked 
     nearby, other cars, RVs, a boat on a trailer. A thin, breast-
     high fog fills the lot; arc lights make yellow pools.

     CATHERINE

     hesitates, then crosses towards the man.

                           CATHERINE
               Help you with that?

                           MAN
               Would you? Thanks.

     His voice is odd, strained, very soft. A fog lamp, set on 
     end on the ground, distorts his features from below. We can't 
     get a good glimpse of his face, but his body is plump, above 
     average height; he's in his mid 30's. She sets down the bag, 
     then together they easily lift the chair into the truck.

                           MAN (CONTD.) (CONT'D)
               Let's slide it up, you mind?

                                                          CUT TO:

22   INT. THE PANEL TRUCK - NIGHT                                  22   

     He climbs inside the truck, ducking under a small hand winch, 
     and grabs the chair. She hesitates again, but climbs in after 
     him; together they slide the chair forward, behind the seats.

                           MAN
               Are you about a size 14?

                                                       (CONTINUED)

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


                           CATHERINE
                    (surprised)
               What?

     Suddenly, in the shadowy dark, he clubs her over the back of 
     her head with his cast. She moans, slumps unconscious, sliding 
     off the armchair to lie on her stomach. He pulls off his 
     cast and sling, tosses them aside, then hops out of the truck, 
     grabs his lamp, climbs back inside, and pulls the door shut. 
     He bends over her face with the lamp. We hear her shallow 
     BREATHING.

                           MAN
               Good.

     He peels back the collar of her blouse, reading the size 
     tag.

                           MAN (CONT'D)
               Good.

     He carefully slits her blouse up the back, with a pair of 
     bandage scissors, peeling apart the two halves. There's no 
     bra strap. He strokes her bare skin delicately, very happily.

                           MAN (CONT'D)
               Gooood...

                                                          CUT TO:

23   EXT. THE PARKING LOT - NIGHT                                  23   

     LOW ANGLE - CLOSE - on Catherine's grocery bag, as her blouse 
     is tossed out beside it. SOUND of the truck's motor starting.

     The truck backs up, one rear wheel knocking over the bag, 
     partly squashing it. Then is drives away, taillights 
     shrinking, as a lone orange rolls slowly away from the bag...

                                                     DISSOLVE TO:

24   INT. FBI ACADEMY CLASSROOM - QUANTICO - DAY                   24   

     CLOSE ON a large video screen, where a BLURRY image gradually 
     sharpens, resolving into two separate pieces of fabric.

                           INSTRUCTOR (O.S.)
               Electron microscopy reveals fiber 
               signatures" that are nearly as 
               distinct as fingerprints...

     CLARICE

                                                       (CONTINUED)

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


     sits at a long table, with other trainees. Ardelia is beside 
     her. Other tables and students in the b.g. Each trainee has 
     his own microscope. Clarice is tired, but straightens, hearing -

                           INSTRUCTOR (O.S.) (CONT'D)
               Both of these blouses were worn by 
               victims of Buffalo Bill. They were 
               found in two different states, and 
               four months apart. He always slits 
               them up the back, like a funeral 
               suit...

     ON THE SCREEN -

     successively CLOSER VIEWS of the cut fabric edges, until we 
     are seeing individual threads, big as tree limbs. The cuts 
     match.

                           INSTRUCTOR (CONT'D)
               The bunching you see - this 
               compression - is characteristic of 
               scissor cuts, rather than a single 
               blade. And, as you see - Bill always 
               uses the same pair...

     ANGLE ON THE DOOR -

     as John Brigham, the gunnery instructor, sticks his head in.

                           BRIGHAM
               Clarice Starling! Are you in here?

                                                          CUT TO:

25   INT. HALLWAY - CLASSROOM BUILDING - DAY                       25   

     Clarice and Brigham walk briskly down the hall, passing other 
     trainees. He carries a small canvas bag.

                           BRIGHAM
               Get your field gear, take stuff for 
               overnight. You're goin' with Campbell.

                           CLARICE
               Where?

                           BRIGHAM
               Some fishermen in West Virginia found 
               an unidentified girl's body. It's a 
               Buffalo Bill-type situation. Been in 
               the water about a week, and Ray needs 
               somebody that can print a floater.  
               Think you can handle it?

                                                       (CONTINUED)

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


                           CLARICE
                    (thinking quickly)
               I'll need the big fingerprint kit...  
               and the one-to-one Polaroid, the CU-
               5, with film packs and batteries.

                                                          CUT TO:

26   INT. BRIGHAM'S JEEP CHEROKEE - DAY (DRIVING)                  26   

     Brigham steers as they pass hangars, parked planes, an 
     airstrip.

     Clarice holds a big fingerprint kit and a weekend bag.

                           BRIGHAM
               Ray's pretty tough on you, isn't he?  
               Impatient...

                           CLARICE
               Sometimes.

                           BRIGHAM
               He's got a lot on his mind besides 
               Buffalo Bill... His wife, Bella, is 
               real sick. Comatose... I'm tellin' 
               you about it now, 'cause he may never.

     Clarice absorbs this in silence as they stop near an ancient, 
     rather dilapidated Beechcraft. Its door is open, the twin 
     props and beacons already turning. Brigham turns to her, 
     holding out his small canvas bag.

                           BRIGHAM (CONT'D)
               You're goin' in the field, so you 
               gotta have full kit. Take this - 
               it's my own...

     Clarice opens the bag, stares at the big blue gun nestled in 
     its shoulder holster. She looks up at him, touched.

                           BRIGHAM (CONT'D)
               Wear it, don't ever leave it in your 
               purse. Dry fire it whenever you get 
               the chance. And do your exercises.

                           CLARICE
               I will... I promise.

                           BRIGHAM
               Listen, I hope you never need a thing 
               I've taught you. But you've got 
               something... Ray sees it, I do too. 
               If you ever need to, you can shoot.

                                                       (CONTINUED)

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


     She nods, climbs out. Then she looks back in at him. They're 
     both moved by this rite of passage, but a little embarrassed.

                           BRIGHAM
               Bless you, Starling...

                                                          CUT TO:

27   INT. BEECHCRAFT PLANE - DAY (FLYING)                          27   

     CLARICE'S POV - out the plane's window, at the landscape far 
     below. Wisps of cloud, a quilt of farms.

     CLARICE

     turns from the window, looks at a think folder in her lap. 
     The cover reads "Case File: / BUFFALO BILL." Clarice is moody, 
     distracted. She hesitates, then opens the file, begins to 
     scan.

     INSERTS - HER POV -

     Police forms, some handwritten... Typed lab reports; we catch 
     words, phrases: "Autopsy Protocols", "Histamine Analysis"...

     Grainy enlargements of bullet slugs, showing matched 
     grooves...

     And then a stack of victim photos. The first one, taken from 
     a good distance away, shows a nude female body, face down on 
     a pebbly riverbank, surrounded by bits of litter.

     CLARICE

     hesitates again, then flips this photo to look at the next. 
     It makes her flinch, just slightly. Quickly she turns through 
     several more photographs, trying hard to concentrate.

                           CAMPBELL (O.S.)
               He keeps them alive for three days.

     NEW ANGLE -

     shows Campbell standing over her, swaying with the plane's 
     motion. Behind him, the open cockpit door, the pilot's back.

     Campbell sits, removing sunglasses. He rubs his eyes.

                           CAMPBELL (CONT'D)
               Why, we don't yet know... There's no 
               evidence of rape or physical abuse 
               prior to death. All the mutilation 
               you see there is post-mortem.
                           (MORE)

                                                       (CONTINUED)

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


                           CAMPBELL (CONT'D)
                    (a beat; he glances 
                    at her)
               I'm hot, are you hot? Bobby, it's 
               too damned hot back here...

     The pilot adjusts a valve. Campbell turns to her again.

                           CAMPBELL (CONT'D)
               So. Three days. Then he shoots them, 
               skins them - usually just the torsos - 
               and dumps them. Each body in a 
               different river, in a different state, 
               downstream from an interstate highway. 
               The water leaves us no fingerprints, 
               fibers, DNA fluids - no trace evidence 
               at all. That's Fredrica Bimmel, the 
               first one...

     COLOR PHOTO - IN CLARICE'S HANDS -

     shows a pretty, plump-cheeked brunette, in her high school 
     graduation cap and gown. She smiles at us with touching 
     optimism.

                           CAMPBELL (CONTD., O.S.) (CONT'D)
               A big girl, like all the rest. Went 
               about 160... Her corpse was the only 
               one he took the trouble to weight 
               down, so actually, she was the third 
               girl found. After her, he got lazy...

     NEW ANGLE -

     as Clarice stares at the girl's face, moved. Campbell pulls 
     a map from the file, spreads it out. It shows the central 
     and eastern U.S., with widely-spaced, hand-drawn markings.

                           CAMPBELL (CONT'D)
               Blue square for Belvedere, Ohio, 
               where the Bimmel girl was abducted. 
               Blue triangle where her body was 
               found - down here in Missouri. Same 
               marks for the other four girls, in 
               different colors.  This new one, 
               today... washed up here.
                    (He marks with a Flair 
                    pen)
               Elk River, in West Virginia, about 
               six miles below U.S. 79. Real boonies.

                                                       (CONTINUED)

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


                           CLARICE
               There's no correlation at all between 
               where they're kidnapped and where 
               they're found...?
                    (He shakes his head)
               What if - what if you trace the 
               heaviest-traffic routes backwards 
               from the dump sites? do they converge 
               at all?

                           CAMPBELL
               Good idea, but he thought of it, 
               too.  We've run simulations, using 
               different vectors and the best dates 
               we can assign.  You put it all in 
               the computer, and smoke comes out. 
               No, this one is different.  This one 
               has seen us coming...

                                                          CUT TO:

28   INT. RENTAL CAR - DAY (DRIVING)                               28   

     Campbell steers, following a highway patrol car along a 
     winding mountain road. Clarice has the file open on her lap. 
     He glances at her, inscrutable behind his sunglasses.

                           CAMPBELL
               Talk about him, Starling. Tell me 
               what you see.

                           CLARICE
                    (choosing her words 
                    carefully)
               He's a white male... Serial killers 
               tend to hunt within their own ethnic 
               group.  And he's not a drifter - 
               he's got his own house, somewhere. 
               Not an apartment.

                           CAMPBELL
               Why?

                           CLARICE
               What he does with them - takes 
               privacy... Time, tools... He's in 
               his 30's or 40's - he's got real 
               physical strength, but combined with 
               an older man's self-control.  He's 
               cautious, precise, never impulsive... 
               This won't end in suicide, like they 
               often do.

                                                       (CONTINUED)

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


                           CAMPBELL
               Why not?

                           CLARICE
               He's got a real taste for it now. 
               And he's getting better at his work.

                           CAMPBELL
                    (a beat; impressed)
               Maybe you've got a knack for this...
               I guess we're about to find out.

                           CLARICE
                    (quietly, evenly)
               Like I have a "knack" for Dr. Quinn?

     He studies her a few moments, measuring her anger.

                           CAMPBELL
               Okay, Starling. Let's have it.

                           CLARICE
               You haven't said a word today about 
               that garage. Or what I found there.

                           CAMPBELL
               What should I say? You did fine work.  
               We'll wait on the lab.

                           CLARICE
               You knew. You knew from the start 
               that Quinn held the key to this... 
               But you weren't up front with me. 
               You sent me in to him naked.

                           CAMPBELL
                    (beat)
               Are you finished?

                           CLARICE
               He starts this - buzzing in me, in 
               my head. He makes me feel violated... 
               You used me, Mr. Campbell.

     A shadow of regret passes over his face, but he answers 
     sternly.

                           CAMPBELL
               Number One. Maybe there's a 
               connection, maybe not. Lying and 
               breathing are the same thing to Quinn.
                           (MORE)

                                                       (CONTINUED)

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


                           CAMPBELL (CONT'D)
               Number Two. If I'd sent you in there 
               with something to hide from him, 
               he'd have known it, instantly.  He'd 
               never have trusted you.

     She starts to answer, then is silent. He is right. By now 
     the two cars are entering a tidy little town - tree-lined 
     streets, wooden houses, one-story shops, mountains in the 
     b.g. They slow, turn.

                           CAMPBELL (CONT'D)
               Number Three, I didn't bring you 
               along today just because you can do 
               first-rate forensics. If Quinn is 
               becoming part of this case, you've 
               got the most current read on him. 
               And Number Four - you don't have to 
               like me, or the way I do things.  
               But you do have to keep a cool head.  
               Especially now... Because from here 
               on out, you'll know everything I do. 
               Are we straight on that?

     Clarice nods, silently; it's as close to an apology as she's 
     likely to get. She stares out the windshield.

     JUST AHEAD OF THEM -

     the highway patrol cruiser noses into a curb, next to other 
     police cars, facing a big white frame house. Its sign reads 
     "Potter Funeral Home." Two troopers climb from the car.

     CAMPBELL

     parks too, then kills the engine. He turns to her, removing 
     his sunglasses, gestures to the case file.

                           CAMPBELL (CONT'D)
                    (softly)
               You think about him long enough, you 
               get a feel for him... Then, if you're 
               lucky, out of all the stuff you know, 
               one little part of it tugs at you, 
               tries to get your attention... You 
               let me know when that happens, 
               Starling. Live right behind your 
               eyes, today. Don't try to impose any 
               patterns on this guy. Just stay open 
               and let him show you...

     One of the troopers, impassive in his sunglasses and hat, 
     peers in through Campbell's window. Campbell nods to him, 
     then turns back to Clarice.

                                                       (CONTINUED)

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


                           CAMPBELL (CONT'D)
               School's out, Starling.

                                                          CUT TO:

29   EXT. SIDEWALK OF THE FUNERAL HOME - POTTER, WEST VA. - DAY    29   

     SOUND of organ music, as Clarice, carrying her fingerprint 
     kit, mounts some steps to the sidewalk. She stops, seeing -

     COUNTRY PEOPLE

     in their somber best, filing into the mortuary for a service.

     The music - "Shall We Gather At The River?" - is issuing 
     from the open double doors. Several of the mourners glance 
     over at her curiously.

     ANGLE ON CLARICE -

     staring back at the mourners, hearing the music, as a sense 
     memory is triggered in her...

     IN FLASHBACK - LOW ANGLE, MOVING -

     as we approach, down the aisle of a country chapel, an open 
     wooden coffin. Sad country faces turn, looking at us from 
     the flanking pews. The b.g. organ hymn is "Shall We 
     Gather...?"

     THE SAD, 10 YEAR-OLD CLARICE -

     in her best dress, is reluctantly approaching the casket. 
     Her hands are held by the plump hands of unseen matrons.

     CHILD'S POV -

     on the looming coffin... closer and closer... until finally 
     she can see, lying inside it... her dead father, arms folded, 
     his marshal's badge still pinned to his lapel.

                           CAMPBELL (V.O.)
               Starling...?

     NEW ANGLE (PRESENT DAY) -

     as the grownup Clarice turns towards the impatient Campbell.

     Like her, he carries a large case.

                           CAMPBELL (CONT'D)
               We're around back.

                                                          CUT TO:

                                                       (CONTINUED)

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


30   INT. FUNERAL HOME - BACK CORRIDOR - DAY                       30   

     A young deputy, several state troopers, and a SHERIFF are 
     all waiting, as Campbell and Clarice enter. The dim, cluttered 
     corridor doubles as storage space - there's a treadle sewing 
     machine, a soft-drink machine, a tricycle. The MUSIC is 
     closer. Campbell shakes hands with the sheriff.

                           CAMPBELL
               Sheriff Perkins? Ray Campbell, FBI... 
               This is Officer Starling. We 
               appreciate your phoning us.

                           SHERIFF
                    (grim, unsociable)
               I didn't call you. That was somebody 
               from the state attorney's office... 
               'For you do a thing else, I'm gon' 
               find out if this girl's local. It 
               could just be somethin' that outside 
               elements has dumped on us.

     He casts a sidelong, unhappy glance at Clarice.

                           CAMPBELL
               Wellsir, that's where we can help. 
               If -

                           SHERIFF
               I don't even know you, Mister... Now 
               we'll extend you ever courtesy, just 
               soon as we can, but for right now -

                           CAMPBELL
               Sheriff, this, ah - this type of sex 
               crime has some aspects I'd rather 
               discuss just between the two of us. 
               Know what I mean?

     He indicates Clarice with his eyes. The sheriff hesitates, 
     nods, then lets Campbell guide him into a small office, 
     closing the door behind them. Muffled WORDS from there.

     CLARICE -

     burning at this slight, is left alone with the troopers, who 
     peek at her with shy curiosity. She pulls her blazer a bit 
     tighter, self-conscious about her bulging shoulder holster.

     ANGLE ON THE OFFICE DOOR -

     as, after a few more moments, the sheriff and Campbell emerge.  
     The sheriff, still not very happy, addresses his deputy.

                                                       (CONTINUED)

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


                           SHERIFF
               Oscar, run fetch Dr. Akin from the 
               chapel. And tell Lamar to come on 
               when he's done playin' that music.

                                                          CUT TO:

31   INT. EMBALMING ROOM - DAY                                     31   

     Campbell, in one corner of the room, has set up a Litton 
     Policefax fingerprint transmitter. SOUND of many men's low 
     voices, in b.g. He is on the phone, and has to speak loudly.

                           CAMPBELL
               I need a six-way linkup! Chicago,
               Detroit, Cleveland, St. Louis, 
               Atlanta, and Dallas... What?... Can 
               you hear me...?

     He looks around, frustrated by the noisy circus atmosphere.

     CLARICE

     is pulling on a pair of surgical gloves. She raises her voice, 
     turning up her natural accent by several notches.

                           CLARICE
               Gentlemen. You officers and gentlemen!  
               Listen here a minute, please. There's 
               things I need to do for her...

     WIDER ANGLE -

     as we see that the small room is very crowded with deputies 
     and troopers. They gradually fall silent, looking at her.

                           CLARICE (CONTD., O.S.) (CONT'D)
               Y'all brought her this far, and I 
               know her folks would thank you if 
               they could.  Now please - go on out 
               and let me take care of her... Go 
               on, now.

     The men look at one another, a little bashfully, then begin 
     to to file out, whispering among themselves. As they go, a 
     bright green body bag is REVEALED, tightly zipped, lying on 
     a porcelain embalming table. It is almost the only modern 
     object in this Victorian room, with its glass-paned cabinets 
     and faded wallpaper, decorated with cabbage roses.

     FAVORING CAMPBELL -

     as he looks at Clarice with a new degree of respect. Men 
     brush by him, till finally only two are left: DR. AKIN, a

                                                       (CONTINUED)

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


     family g.p., and LAMAR, a lean, whiskey-reddened mortician. 
     SOUND of the door closing. Lamar dabs around his nostrils 
     with Vicks VapoRub.

                           CAMPBELL
                    (on phone)
               We're starting. Tell everybody to 
               stand by for fingerprint transmission.

     CLARICE -

     at a side counter, has turned back to her open fingerprint 
     kit.

     She is lifting out a camera when she hears the ZIPPER of the 
     body bag being slowly opened, behind her... One gloved hand 
     flies to her mouth as she reacts, involuntarily, to the sudden 
     smell.  She blinks at her reflection in the cabinet glass, 
     then steels herself to turn, look at the corpse.

                           CLARICE
                    (pause; softly)
               Bill...

     She steadies herself by raising her camera, takes a FLASH 
     photo.

     LOW ANGLE - LOOKING UP, FROM BENEATH TABLE -

     as Dr. Akin gently lifts aside one of the dead girl's arms. 
     A piece of fishing line, with multiple hooks, is still snagged 
     around it, dangling. Campbell leans in for a closer look.

                           DR. AKIN
               Wrongful death... She'll have to go 
               to the state pathologist at Claxton 
               when you're done.
                    (Campbell nods)
               I better - get on back for the rest 
               of that service. Lamar'll help you.
                    (shaken)
               Lord almighty...

     He leaves, and Clarice leans INTO SHOT, taking another photo.

                           CAMPBELL
               What do you see, Starling?

                           CLARICE
               Well, she's not local. Her ears are 
               pierced three times each, and she's 
               wearing green glitter nail polish.  
               Ooks like town to me...

                                                       (CONTINUED)

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


     CLOSE ANGLE

     on the calf of one of the girl's legs, as Clarice trails the 
     inside of her bare wrist along the skin.

                           CLARICE (CONT'D)
               She waxed her legs, I think... A big 
               girl, just like the others - but she 
               was careful about her appearance...

     UPWARD ANGLE AGAIN -

     as Lamar joins them for a closer look.

                           CLARICE (CONT'D)
               Two of the fingernails are broken 
               off, and there's - dirt or grit under 
               the others. She tried to claw her 
               way through something... I'll scrape 
               out samples after I've printed her.

     She takes another FLASH, then quickly reloads film.

                           LAMAR
               Them fishhooks are set too close 
               together. No wonder the Franklin 
               boys was scared to say they found 
               her.

                           CLARICE
               Think they were runnin' a trotline?

     Campbell and Lamar both look at her curiously.

                           CLARICE (CONT'D)
                    (to Campbell)
               It's a Fish and Game violation. Like 
               poaching. There's a big fine.

                           LAMAR
               Right... Are you from around here?

                           CLARICE
               They do it lots of places.

                           CAMPBELL
               Get photos of her teeth. Then we'll 
               fax her fingerprints to Washington, 
               try to trace her through Missing 
               Persons.

                                                       (CONTINUED)

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


     SIDE ANGLE - CLOSE

     on the dead girl's face. Staring blue eyes, short reddish 
     hair.

     Clarice sets the Polaroid, with its special attachments, 
     against the face, while Lamar gently retracts the lips. Each 
     time the camera FLASHES, there's a bright glow inside the 
     cheeks.

     NEW ANGLE - CHEST HIGH

     as Clarice examines a developing print.

                           CLARICE
               She's got something in her throat.

     She hands the print to Campbell; he and Lamar look at it, as 
     she searches in her kit.

                           LAMAR
               When a body comes out of the water, 
               alots of times there's like, leaves 
               and things in the mouth.

     Clarice holds up a pair of forceps. She glances at Campbell, 
     who nods. She bends over, partially OUT OF SHOT, and after a 
     few moments reappears, holding up a small, brown cylindrical 
     object. She turns this in the air, as they all stare.

                           CAMPBELL
               What is it - some kind of seed pod?

                           LAMAR
               Nawsir, that's a bug cocoon. But how 
               come that to get way down in there?  
               Less somebody shoved it in...

     Clarice and Campbell exchange a glance.

                           CAMPBELL
               She'll be easier to print if we turn 
               her over. Lamar, will you give me a 
               hand?

                           LAMAR
               Yessir, I will.

     CLARICE

     takes a jar from her kit, carefully drops the cocoon inside.

     SOUND of the men's heavy efforts as they turn over the body, 
     O.S. She seals the jar, staring into it at the cocoon.

                                                       (CONTINUED)

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


                           CAMPBELL (O.S.)
               Starling - what do you make of these?

     She turns to look.

     HER POV -

     High on the corpse's back, over the shoulders, two neat, 
     triangular patches of skin are missing.

     NEW ANGLE - TWO SHOT -

     as Clarice looks at Campbell.

                           CLARICE
               I don't know. I didn't see those on 
               any of the other girls...

                           CAMPBELL
               They weren't there. Get close-ups.

     Clarice raises her camera, leans in for another FLASH.

                                                          CUT TO:

32   EXT. BACK STEPS OF THE FUNERAL HOME - DAY                     32   

     Clarice sits outside, with her head on her knees, drained. 
     She looks up wanly as Lamar appears, offers her a can of 
     Coke.

                           CLARICE
               Thanks, I'm not thirsty.

                           LAMAR
               No, hold it under your chin, there, 
               and on your temples. Cold'll make 
               you feel better. It does me.

     She smiles, touched, and takes the can. When Lamar sees 
     Campbell coming outside, he tactfully departs. Campbell sits 
     beside her; there's a brief silence. She soothes herself 
     with the can.

                           CAMPBELL
               When I told that sheriff we shouldn't 
               talk in front of a woman, that really 
               burned you, didn't it?
                    (She is silent)
               That was just smoke, Starling, I had 
               to get rid of him. You did well in 
               there.

                                                       (CONTINUED)

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


                           CLARICE
               It matters, Mr. Campbell... Other 
               cops know who you are. They look at 
               you to see how to act... It matters.

                           CAMPBELL
                    (beat)
               Point taken.

     She looks at him a moment, then offers the can. He opens it.

                           CAMPBELL (CONT'D)
               When we get back, I want you to run 
               that bug by the Smithsonian, see if 
               they can identify it. Maybe it's got 
               some limited range, or it only breeds 
               at certain times of year... You found 
               it, Starling, you deserve the credit.

                           CLARICE
               I'm wondering if he's done that before - 
               placed a cocoon, or an insect. It 
               would be easy to miss in an autopsy, 
               especially with a floater... Can we 
               check back on that?

                           CAMPBELL
                    (shakes his head)
               The other girls are in the ground. 
               Ex-humations are upsetting for the 
               families.  I'll do it if I have to, 
               but -

                           CLARICE
               Then have the lab check Raspail's 
               head.
                    (He looks at her)
               Dr. Quinn's patient - have them probe 
               his soft-palette tissues... They'll 
               find another cocoon.

                           CAMPBELL
               You seem pretty sure of that.

                           CLARICE
               Raspail was killed by the same man 
               who's killing these girls. And Quinn 
               knows him.  Maybe even treated him... 
               You think so, too, don't you? Or 
               you'd never have sent me to that 
               asylum.

     He looks at her for a moment, then sips again.

                                                       (CONTINUED)

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


                           CAMPBELL
               Before we caught him, Quinn had a 
               big psychiatric practice in Baltimore.  
               But he travelled all over the country -
               teaching, consulting... Christ, even 
               testifying in murder trials. Who 
               knows how many potential psychos he 
               turned loose, just for the fun of 
               it...?

                                                     DISSOLVE TO:

33   INT. MR. GUMB'S CELLAR - DAY (DIM LIGHT)                      33   

     A shadowy male figure looks down at us, leaning over the 
     edge of a deep hole. He holds a little white poodle in his 
     arms, stroking it. This is MR. GUMB, aka "Buffalo Bill."

                           MR. GUMB
                    (softly)
               Rub the cream on your skin. Rub it 
               in gooood...

     CATHERINE MARTIN

     looks up at him. She is standing on the cement bottom of the 
     pit, or oubliette, about 15 feet below floor level. The pit 
     is bare, except for a futon and a plastic toilet bucket, 
     from which a thin string rises up to the basement. She's 
     soaking wet, in an orange jumpsuit, and holds a squeeze bottle 
     of skin lotion. She struggles to sound calm.

                           CATHERINE
               Mister... my family will pay cash.  
               Whatever ransom you're askin' for, 
               they -

     REVERSE ANGLE - UP TOWARDS MR. GUMB

                           MR. GUMB
               Rub it in! Or you'll get the hose 
               again.

     The little dog squirms in his arms, BARKING excitedly.

                           MR. GUMB (CONTD.) (CONT'D)
               Yes, it will, Precious, won't it? It 
               will get the hose!

     SIDE ANGLE - AT PIT BOTTOM -

     as Catherine kneels, turning slightly away from him.

                                                       (CONTINUED)

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


                           CATHERINE
                    (under her breath)
               Oh God... oh God...

     She unzips her jumpsuit, part-way, then squeezes some of the 
     lotion onto a palm. She reaches inside her suit, rubs it on.

                           CATHERINE (CONTD.) (CONT'D)
               Mister, if you let me go, I won't 
               press charges, I promise. You've 
               only has me here a couple days, and -

                           MR. GUMB (O.S.)
               No. Just one day...

                           CATHERINE
               Is that all...?  See - see, my mom 
               is a real important woman... Well, I 
               guess you already know that. She'll 
               pay you, no questions asked. Whatever 
               cause you represent - Iran, Palestine - 
               she'll see that -

     A sudden blinding glare of light silences her. She looks up, 
     shielding her eyes.

     HER POV -

     a floodlamp is descending, attached to a small basket.

                           MR. GUMB
               Put the bottle in the basket. No 
               funny business, or you'll be sorry...

     NEW ANGLE - CATHERINE -

     as the basket stops, and she steadies it. But as she slips 
     the bottle in, she sees something, O.S., just at the fringe 
     of the light. She hesitates, looks closer... then begins to 
     scream, hysterically, again and again. Her outflung hand 
     hits the lamp, and in its swaying glare, we see - high on 
     the concrete walls,

     all around her -

     BLOODY FINGER TRACKS -

     dried now, brownish - left by many pairs of frenzied hands...

                                                          CUT TO:

                                                       (CONTINUED)

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


34   INT. CLARICE'S DORM ROOM - FBI ACADEMY - DAWN                 34   

     Clarice is at her desk, exercising her right hand with the 
     grip flexer, while simultaneously studying a thick law book. 
     Ardelia sticks her head in the door, excited.

                           ARDELIA
               You better come see this.

                                                          CUT TO:

35   INT. RECREATION ROOM - FBI ACADEMY - DAWN                     35   

     CLOSE ON a TV screen, filled with a photo of Catherine Martin.

                           TV ANCHOR (V.O.)
               ...was listed at first simply as a 
               missing person, but is now believed 
               to have been kidnapped by the serial 
               killer known only as "Buffalo Bill."

     The photo disappears, replaced by the TV ANCHOR himself.

                           TV ANCHOR (CONTD.) (CONT'D)
               Memphis Police sources indicate that
               the missing girl's blouse has been 
               identified, sliced up the back, in 
               what has become a kind of grim calling 
               card.  Young Catherine Martin, as 
               we've said, is the only daughter of 
               U.S. Senator Ruth Martin -

     CLARICE

     looks at Ardelia, surprised. Other trainees are drifting 
     into the rec room, some whispering among themselves. Clarice 
     stares back at the TV intently.

                           TV ANCHOR (O.S.) (CONT'D)
               - the Republican junior senator from 
               Tennessee. And while her kidnapping 
               is not at this point considered to 
               be politically motivated, nevertheless 
               it has stirred the government -

     BACK ON THE TV ANCHOR -

                           TV ANCHOR (CONT'D)
               - to  its highest levels, the 
               president himself being said to be, 
               and I quote, "intensely concerned." 
               Just moments ago, Senator Martin 
               made this dramatic personal plea...

                                                       (CONTINUED)

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


     SENATOR MARTIN (TV FOOTAGE) -

     fills the screen, in a halo of lens flare, as she speaks to 
     a jostling crowd of reporters on the front steps of her 
     Georgetown home. A tall woman, late 40's, with a strong, 
     taut face.

                           SEN. MARTIN
               I'm speaking now to the person who 
               is holding my daughter. Her name is 
               Catherine... You have the power to 
               let Catherine go, unharmed. She's 
               very gentle and kind - talk to her 
               and you'll see. Her name is 
               Catherine...

     CLARICE

     is moved by what she sees. Other trainees are all around 
     her.

                           CLARICE
                    (whispers)
               Boy, is that smart...

                           ARDELIA
               Why does she keep repeating the name?

                           CLARICE
               Somebody's coaching her... They're 
               trying to make him see Catherine as 
               a person - not just an object.

     ON THE TV AGAIN -

                           SEN. MARTIN
               You have a chance to show the whole 
               world that you can be merciful, as 
               well as strong. Please - I beg you - 
               release my Catherine...

     NEW FOOTAGE -

     as we see (NIGHT, TELEPHOTO) - a taped-off section of 
     Catherine's parking lot. Technicians, with instruments, are 
     kneeling by the crushed grocery bag.

                           2ND TV ANCHOR (V.O.)
               Meanwhile. in Memphis, the 
               investigation continued throughout 
               the night, as state and local 
               authorities were joined at the kidnap 
               scene by agents of the FBI...

                                                       (CONTINUED)

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


     MOVING ANGLE (STILL TV FOOTAGE)

     as Ray Campbell is seen striding towards the front door of 
     Catherine's apartment, followed by Burroughs and other agents.

     One of them moves quickly towards the CAMERA, waving it back.

     REC ROOM ANGLE - FAVORING ARDELIA

     as the other trainees send up a brief, ironic cheer. But 
     Ardelia turns sympathetically towards the troubled Clarice.

                           ARDELIA
               I don't know whether to say "I'm 
               sorry," or "Congratulations." But 
               girl? - you just went prime time.

                                                          CUT TO:

36   EXT. SMITHSONIAN - MUSEUM OF NATURAL HISTORY - DAY            36   

     The massive Victorian building looms over Constitution Avenue.

     Clarice quickly mounts the steps, carrying a small plastic 
     box.

                           CAMPBELL (V.O.)
               I don't think he knew that she's a 
               Senator's child. She's a big girl, 
               Starling, like all the rest. We're 
               going on the theory she was randomly 
               targeted by size...

                                                          CUT TO:

37   INT. MUSEUM CORRIDOR - DAY                                    37   

     Clarice, now accompanied by a museum guard, walks through an 
     eerie landscape of dinosaur bones - crouching skeletons with 
     blank eye sockets, gaping fangs.

                           CAMPBELL (CONTD., V.O.)
               By now, Bill's had her for 36 hours.  
               That leaves us just 36 more, before 
               he kills her... But maybe, just maybe, 
               Starling, we caught a real break 
               this time - thanks to you.
                    (beat)
               We found another bug, in Raspail's 
               head.

                                                          CUT TO:

                                                       (CONTINUED)

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


38   INT. MUSEUM OFFICE - DAY                                      38   

     CLOSE ON an live, enormous, rhinoceros beetle, as it weaves 
     its clumsy way among the men on a chessboard, before finally 
     stepping off the edge, onto a lettuce leaf.

                           RODEN (V.O.)
               Time, Pilch! My move.

                           PILCHER (V.O.)
               No fair! You lured him with produce.

     WIDER ANGLE

     shows two entomologists, both 30ish, hunched over the board.

     RODEN is a pudgy redhead; PILCHER is lean, quite handsome.

                           RODEN
               Tough noogies! It's still my turn.

                           CLARICE (O.S.)
               If the beetle moves one of your men, 
               does that count?

     They look up, delighted to see Clarice in the doorway. Both 
     men are hopelessly smitten by her.

                           RODEN
               Of course it counts. How do you play?

                           PILCHER
                    (grins)
               Officer Starling. Welcome back.

                                                          CUT TO:

39   INT. ENTOMOLOGY CORRIDOR - DAY                                39   

     MOVING ANGLE as Clarice and the two men go briskly down a 
     hall lined with mounted insects, in all shapes and sizes.

     Roden peers at Clarice's new cocoon, in its box.

                           RODEN
               Where the hell did this one come 
               from? It's practically mush.

                           CLARICE
               You really don't want to know.

                                                       (CONTINUED)

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


                           PILCHER
               Your West Virginia specimen gave us 
               quite a bit of trouble, but I finally 
               managed to narrow his species through 
               chaetaxy - studying the skin.

                           RODEN
               I'm the one who found his perforating 
               proboscis! Are you wearing a gun, 
               right now?
                    (Clarice nods)
               Ooh, cool! Can I see it? Can I?

                           PILCHER
               Just ignore him. He's not a Ph.D.

                                                          CUT TO:

40   INT. LABORATORY - DAY                                         40   

     VERY CLOSE (MAGNIFICATION) on the sliced cocoon, as Roden 
     uses tweezers and a dental probe to ease out the sodden 
     chrysalis.

                           RODEN (O.S.)
               The whole trick is to remove the    
               chrysalis without destroying it... 
               The wings are just like wet tissue 
               paper...

     THE TWO MEN

     are hunched over a formica table, peering through square 
     magnifiers into stainless trays. Clarice watches curiously. 
     Of their two specimens, Pilcher's moth is in much better 
     condition - a big brown creature, its wings outspread on 
     towel paper.

                           PILCHER
                    (without looking up)
               What do you do when you're not 
               detecting, Officer Starling?

                           CLARICE
               I try to be a student, Dr. Pilcher.

                           PILCHER
               Ever get out for cheeseburgers and 
               beer?  The amusing house wine...?

                           CLARICE
                    (smiles)
               Not lately. But maybe someday.

                                                       (CONTINUED)

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


     He looks up at her, shyly. A little moment passes between 
     them, before Roden straightens, exultant.

                           RODEN
               Positive match!

                           CLARICE
               You're sure?

                           RODEN
                    (points with his dental 
                    probe)
               West Virginia... Baltimore. Officer 
               Starling, meet Mister Acherontia 
               styx.

     He moves aside for Clarice to get a closer look at Pilcher's 
     specimen. She leans forward, intently.

     HER POV (MAGNIFICATION) -

     The wide, furry, brown back of the moth. And there, right 
     between the wing bases - wonderful and terrible to see - is 
     nature's perfect reproduction of a ghostly human skull.

                           RODEN (O.S.)
               Better known to his friends as the 
               Death's-head Moth...

                           PILCHER (O.S.)
               The Latin name comes from two rivers 
               in Hell. Your man - he drops these 
               girls into rivers, every time. Didn't 
               I read that?

     FAVORING CLARICE

     as she looks up at him, awed, excited, almost trembling.

                           CLARICE
               And there's no way - no natural way -
               these could've wound up in the bodies?

                           PILCHER
                    (shakes his head)
               They live in Malaysia. In this 
               country, they'd have to be specially 
               raised, from imported eggs.

                           CLARICE
                    (pause, then softly)
               Dr. Quinn...

                                                       (CONTINUED)

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


     As the two men stare at her, puzzled, we hear a SOUND UPCUT - 
     the wail of police SIRENS - and...

                                                          CUT TO:

41   EXT. U.S. ROUTE 95 - DAY (AERIAL SHOT)                        41   

     An awesome armada of police vehicles swings through an 
     intersection, while normal traffic is held back by highway 
     patrol cruisers. The lead cars turn off, hit the entrance 
     ramp to the freeway - SIRENS going, tires SQUEALING, red 
     flashers...

     CLOSER ANGLE

     on a speeding surveillance van, with long antennas and a 
     small satellite dish, near the head of the motorcade.

                           CAMPBELL (V.O.)
               Maybe we can trace how he buys the 
               bugs, starting with U.S. Customs...

                                                          CUT TO:

42   INT. THE SURVEILLANCE VAN - DAY (DRIVING)                     42   

     The van is crammed with an impressive array of hi-tech 
     equipment, all CLICKING and HUMMING. Burroughs is talking 
     quietly on a scrambler phone, while another agent works a 
     computer.

                           CAMPBELL
               Maybe we can locate some of Raspail's 
               old lovers. Maybe, someday...

     CLARICE AND CAMPBELL

     sit in swivel seats at the rear, by a big window. Clarice 
     can't resist an occasional peak at the trailing motorcade, 
     awed and a bit thrilled to be the center of so much attention.

                           CAMPBELL (CONT'D)
               But for Catherine Martin, it all 
               comes down to you and Quinn. You're 
               the one he talks to.

                           CLARICE
               He's already offered to help... What 
               would happen if we just showed our 
               cards - asked him for Bill?

                                                       (CONTINUED)

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


                           CAMPBELL
               He offered to help, Starling, not to 
               snitch. That wouldn't give him enough 
               chance to show off. Remember, Quinn 
               looks mainly for fun. Never forget 
               fun.

                           CLARICE
               But if he knew we have so little 
               time -

                           CAMPBELL
               If we act too anxious, he'll make us 
               wait.  He'll let the Senator keep 
               hoping, day after day, until Catherine 
               finally washes up. That'd be the 
               most fun of all.

                           CLARICE
               I think he means it, this time. I 
               think he'll deal.

                           CAMPBELL
               What would it take?

                           CLARICE
               Transfer to a new prison. With a 
               view of trees, he said, or even 
               water... Can we swing that?

                           CAMPBELL
                    (shakes his head)
               State to federal jurisdiction... We 
               can do it - eventually - but we'll 
               never get all the clearances in time. 
               Can you convince him a deal's already 
               in place?

                           CLARICE
               You'll back me up with some paperwork?
                    (He nods)
               Then I'll try. But wouldn't this 
               have more weight coming from the 
               Senator herself?

                           CAMPBELL
                    (hesitates)
               She doesn't know what we're up to. 
               And we can't afford to let her find 
               out.

     Clarice looks at him, surprised.

                                                       (CONTINUED)

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


                           CAMPBELL (CONT'D)
               She's the mother, Starling. She can't 
               possibly comprehend what Quinn is. 
               She'd make the mistake of pleading 
               with him.  Begging him... He'd feast 
               on her pain till the last second of 
               that girl's life...

                                                          CUT TO:

43   INT. BALTIMORE STATE HOSP. FOR THE CRIMINALLY INSANE - DAY    43   

     Prentiss approaches, walking briskly down a corridor in the 
     administration wing. He looks quite agitated.

                           CAMPBELL
               We can't trust Herbert Prentiss, 
               either.  He's greedy and ambitious. 
               If he knew about Quinn's link to 
               Bill, he's go straight to the 
               newspapers...

     Prentiss falls into step beside Clarice, who has her 
     briefcase.

     He points his gold pen at her accusingly.

                           PRENTISS
               What you're doing, Miss Starling, is 
               coming into my hospital to conduct 
               an interview, and refusing to share 
               information with me. For the third 
               time!

                           CLARICE
               Dr. Prentiss, I told you - this is 
               just routine follow-up on the Raspail 
               case.

                           PRENTISS
               He's my patient! I have rights!
                    (grabs her arm, 
                    stopping her)
               I'm not just some turnkey, Miss 
               Starling.  I shouldn't even be here 
               this afternoon.  I had a ticket to 
               Holiday on Ice.

     She stares at him, with pity and distaste, till he lets go.

                           CLARICE
               I'm acting on instruction, Dr. 
               Prentiss.
                           (MORE)

                                                       (CONTINUED)

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


                           CLARICE (CONT'D)
                    (handing him a card)
               This is the U.S. Attorney's number. 
               Now please - either discuss this 
               with him, or let me do my job.

     She walks away, leaving him speechless with frustration and 
     hostility. He clicks his pen, watching her go.

                                                          CUT TO:

44   INT. DR. QUINN'S CELL AND CORRIDOR - DAY                      44   

     Dr. Quinn sits at his table, languidly sketching with charcoal 
     on butcher paper. He uses his own hand and forearm as a model.

     His other drawings, books, and bedding have been restored.

                           DR. QUINN
               Wouldn't you say, Clarice, that for 
               a United States Senator, you're an 
               odd choice of messenger?

     Clarice, sitting again at the desk-chair, is taking papers 
     from her briefcase.

                           CLARICE
               I was your choice, Dr. Quinn. You 
               chose to speak to me. Would you prefer 
               someone else now? Or perhaps you 
               don't think you can help us.

                           DR. QUINN
               That is both impudent and untrue... 
               Tell me, how did you feel when you 
               viewed our Billy's latest effort?
                    (beat; he smiles)
               Or should I say, his "next-to-latest"?

                           CLARICE
               By the book, he's a sadist.

                           DR. QUINN
               Life's too slippery for books, 
               Clarice.  Typhoid and swans came 
               from the same God.
                    (beat)
               Tell me, Miss West Virginia - was 
               she a large girl?

                           CLARICE
               Yes.

                                                       (CONTINUED)

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


                           DR. QUINN
               Big through the hips. Roomy.

                           CLARICE
               They all were.

                           DR. QUINN
               Mmm. And what else...?

                           CLARICE
               She had an insect deliberately 
               inserted in her throat. That hasn't 
               been made public yet. We don't know 
               what is means.

                           DR. QUINN
               Was it a butterfly?

                           CLARICE
                    (pause; staring at 
                    him)
               A moth... How did you predict that?

                           DR. QUINN
               I'm waiting for your offer, Clarice.  
               Enchant me.

     Clarice looks down at her papers, taking a moment to collect 
     her thoughts. She looks up at him again, evenly.

                           CLARICE
               If you help us find Buffalo Bill in 
               time to save Catherine Martin, the 
               Senator promises you a transfer to 
               the V.A. hospital at Oneida Park, 
               New York, with a view of the woods 
               nearby. Maximum security still 
               applies, but you'd have reasonable 
               access to books.

     He is silent. She rises, moves closer, carrying papers.

                           CLARICE (CONT'D)
               Best of all, though - one week a 
               year you'd get to leave the hospital 
               and go here.
                    (points to a map)
               Plum Island. Every afternoon of that 
               week you can walk on the beach or 
               swim in the ocean for up to one hour. 
               Under SWAT team surveillance, of 
               course...

                                                       (CONTINUED)

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


     His face remains neutral. She puts the papers in his food 
     tray.

                           CLARICE (CONT'D)
               Copy of the Buffalo Bill case file, 
               copy of Senator Martin's terms. Her 
               offer is final and non-negotiable. 
               If Catherine dies -
                    (She slides his tray 
                    through)
               You get nothing.

     A measured beat, before he rises smoothly, crosses, and looks 
     down at the papers, without touching them.

                           DR. QUINN
               "Plum Island Animal Disease Research 
               Center." Sounds charming.

                           CLARICE
               That's just part of the island. It 
               has a very nice beach. Terns nest 
               there.

                           DR. QUINN
               Terns... If I help you, Clarice, it 
               will be "turns" with us, too. Quid 
               pro quo. I tell you things, you tell 
               me things. Not about this case, though - 
               about yourself.  Yes or no?
                    (She is silent)
               Yes or no, Clarice. Catherine is 
               waiting.  Tick-tock, tick-tock...

     She looks at him. A beat. They are standing uncomfortably 
     close.

                           CLARICE
               Go, Doctor.

                           DR. QUINN
               What's your worst memory of childhood?
                    (She hesitates)
               Quicker than that. I'm not interested 
               in your worst invention.

                           CLARICE
               The death of my father.

                           DR. QUINN
               Tell me. Don't lie, or I'll know.

     Clarice cannot bear the feverish excitement in his eyes. She 
     looks past him, hesitating again.

                                                       (CONTINUED)

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


                           CLARICE
               He was a town marshal... one night 
               he surprised two burglars, coming 
               out the back of a drugstore... They 
               shot him.

                           DR. QUINN
               Killed outright?

                           CLARICE
               No. He was strong, he lasted almost 
               a month. My mother - dies when I was 
               very young, so my father had become - 
               the whole world to me... After he 
               left me, I had nobody. I was ten 
               years old.

                           DR. QUINN
               You're very frank, Clarice. I think - 
               it would be quite something to know 
               you in private life.

                           CLARICE
               Quid pro quo, Doctor.

                           DR. QUINN
               The significance of the moth is 
               change.  Caterpillar into cocoon 
               into beauty... Billy wants to change, 
               too, Clarice.  But there's the problem 
               of his size, you see. Even if he 
               were a woman, he'd have to be a big 
               one...

                           CLARICE
                    (puzzled)
               Dr. Quinn, there's no correlation in 
               the literature between transsexualism 
               and violence. Transsexuals are very 
               passive.

                           DR. QUINN
               Clever girl. You're so close to the 
               way you're going to catch him - do 
               you realize that?

                           CLARICE
               No. Tell me why.

                           DR. QUINN
               After your father's death, you were 
               orphaned. What happened next?
                           (MORE)

                                                       (CONTINUED)

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


                           DR. QUINN (CONT'D)
                    (Clarice drops her 
                    gaze)
               I don't imagine the answer's on those 
               second-rate shoes, Clarice.

                           CLARICE
               I went to live with my mother's cousin 
               and her husband in Montana. They had 
               a ranch.

                           DR. QUINN
               A cattle ranch?

                           CLARICE
               Horses - and sheep...

                           DR. QUINN
               How long did you live there?

                           CLARICE
               Two months.

                           DR. QUINN
               Why so briefly?

                           CLARICE
               I - ran away...

                           DR. QUINN
               Why, Clarice? Did the rancher fuck 
               you?

                           CLARICE
                    (angrily)
               No.

                           DR. QUINN
               Did he try to?

                           CLARICE
               No...! Quid pro quo, Doctor.

                           DR. QUINN
               Billy's not a real transsexual, but 
               he thinks he is. He tries to be. 
               He's tried to be a lot of things, I 
               expect.

                           CLARICE
               You said - I was very close to the 
               way we'd catch him.

                                                       (CONTINUED)

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


                           DR. QUINN
               There are three major centers for 
               transsexual surgery: Johns Hopkins, 
               the University of Minnesota, and 
               Columbus Medical center. I wouldn't 
               be surprised if Billy has applied 
               for sex reassignment at one or all 
               of them, and been rejected.

                           CLARICE
               On what basis would they reject him?

                           DR. QUINN
               The personality inventories would 
               trip him up. Rorschach, Wechsler, 
               House-Tree-Person... He wouldn't 
               test like a real transsexual.

                           CLARICE
               How would he test?

     Suddenly Dr. Quinn snarls, loudly, stretching. Clarice take 
     a sharp step backwards before he smiles, turning his movement 
     into an elaborate yawn. He gathers the papers from his tray.

                           DR. QUINN
               That's enough, I think. Happy hunting.  
               Oh, and Clarice - next time you will 
               tell me why you ran away. Shall I 
               summarize?

                           CLARICE
                    (shaken)
               Yes, Doctor. Please.

                                                          CUT TO:

45   INT. MR. GUMB'S CELLAR - DAY                                  45   

     VERY CLOSE ON a cocoon, split along its back, as a living 
     Death's-head Moth wriggles torturously free. Trembling and 
     damp, the new creature clings to a sprig of nightshade.

                           DR. QUINN (V.O.)
               You should try to obtain a list of 
               males rejected from all three gender 
               reassignment centers...

     PULLING BACK -

     we see a big wire cage, holding several of the moths.  They 
     crawl over the humus floor or feed at honeycombs, wings pump-

                                                       (CONTINUED)

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


     ing lazily. In the distant b.g., the incongruous SOUND of 
     show music.

                           DR. QUINN (V.O.) (CONT'D)
               Check first the ones rejected for 
               lying about criminal records...

     CONTINUOUS MOVING ANGLE -

     at about knee level, as we leave the cage, and begin to TRAVEL 
     through this eerie, dimly-lit warren of a cellar. As we go - 
     occasionally TURNING corners, or skirting the dark openings 
     of unexplored passages - various objects loom briefly INTO 
     VIEW, overhead - a stainless-steel work table... a big sink... 
     jars of chemicals... neat racks of gleaming knives...

                           DR. QUINN (V.O.) (CONT'D)
               Among those who tried to conceal 
               their past, look for severe childhood 
               disturbances, associated with 
               violence... Possibly you'll find a 
               childhood incarceration... Then go 
               to their personality tests...

     We pass a row of female mannequins, some nude, some wearing 
     colorful leather jackets, designer knockoffs, in various 
     stages of completion... then a huge maroon armoire, in Chinese 
     lacquer; its double doors are slightly ajar... The jaunty 
     b.g. MUSIC is growing even louder: Fats Waller singing "Bye 
     Bye Baby."  And now we hear something else, too - the rapid 
     CLICKING of a sewing machine...

                           DR. QUINN (V.O.) (CONT'D)
               Study their drawings, especially. 
               Billy's house drawings will show no 
               happy future...  No baby carriage, 
               out in the yard. No pets, no toys, 
               no flowers, no sun...

     We TURN another corner, and there is Mr. Gumb himself. As we

     APPROACH, his wide back is to us; he's hunched over an old- 
     fashioned sewing machine, humming cheerfully, and working a 
     piece of material that we mercifully cannot see. A female 
     wig rests near him on a head form. He wears a hairnet and a 
     beautiful kimono, and pumps the treadle with his bare feet.

     DR. QUINN (CONTD., V.O.)

     His females will be more crudely sketched than him males - 
     but he'll compensate by adding exaggerated adornments... 
     jewelry, big breasts... And his tree drawings - oh, his trees 
     will be frightful...

                                                       (CONTINUED)

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


     Next to Mr. Gumb is an antique phonograph - source of the 
     MUSIC. His little dog, Precious, perches by his plump ankles.

     As we PASS Mr. Gumb, Precious scurries away from him, panting 
     happily, and we FOLLOW the little dog down another corridor, 
     the music starting to fade behind us...

                           DR. QUINN (V.O.) (CONT'D)
               Billy hates his own identity, he 
               always has - and he thinks that makes 
               him a transsexual. But his pathology 
               is a thousand times more savage... 
               He wants to be reborn, Clarice. He 
               will be reborn...

     At the end of this final corridor, the cellar widens into a 
     low-ceilinged chamber, with two additional doorways, and in 
     the center of this is the gaping circle of the oubliette.

     Precious sniffs her way over to the edge - excited, tail 
     wagging - than BARKS happily as we hear a hoarse, ghostly 
     moan from below.

                           CATHERINE (O.S.)
               Pleeeeeeeease.....!

                                                     DISSOLVE TO:

46   INT. DR. QUINN'S CORRIDOR - DAY                               46   

     MOVING ANGLE - CLOSE - on Dr. Quinn's slippered feet, which 
     rest on the shelf of a rolling hand truck. RISING along his 
     tilted form, we see that his ankles are linked by steel 
     restraints... his legs, waist, upper torso, and arms are 
     bound by heavy canvas webbing... beneath the webbing is a 
     strait-jacket... and over his face is a hockey mask.

                           PRENTISS (V.O.)
               Bad news, Gideon...

     WIDER ANGLE

     shows that Dr. Quinn, on the handtruck, is being pushed down 
     his corridor by Barney, and back into his open cell.

                           PRENTISS (CONTD., V.O.) (CONT'D)
               Gourmet magazine has rejected your 
               recipe for braised kidneys...

                                                          CUT TO:

                                                       (CONTINUED)

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


47   INT. DR. QUINN'S CELL - DAY                                   47   

     Prentiss lounges on Dr. Quinn's cot, casually reading his 
     large stack of private correspondence, and making notations 
     with his gold pen on a little pad. Another orderly mops the 
     floor.

                           PRENTISS
               Perhaps you should have been less 
               specific about what kind.
                    (to Barney)
               Stand him by the toilet. Then leave 
               us.

     Barney props the hand truck into position, then both orderlies 
     go. Prentiss finishes another letter, sighs happily.

                           PRENTISS (CONT'D)
               Such a lot of correspondence! I can 
               hardly wait to analyze it in more 
               detail... But first things first.

     Tossing letters onto the cot, he rises, crosses out into the 
     corridor, and bends to remove a small tape recorder from 
     underneath Clarice's desk. He waggles it triumphantly at Dr. 
     Quinn.

                           PRENTISS (CONT'D)
               I thought she might be looking for a 
               civil rights violation in Migg's 
               death, so I bugged you... Not a word 
               to me in all these years, Gideon. 
               Then Campbell sends his bit of fluff 
               over here, and you just turn to jelly. 
               It's too pathetic.

     SIDE ANGLE - TWO SHOT -

     As Prentiss, back in the cell, leans tauntingly close to the 
     front of Dr. Quinn's mask.

                           PRENTISS (CONT'D)
               You still think you're going to walk 
               on some beach, and see the birdies?  
               I don't think so, Gideon... I called 
               Senator Ruth Martin, and she never 
               heard of any deal with you. She never 
               heard of Clarice Starling, either. 
               They scammed you, Gideon...

     CLOSE ON Dr. Quinn's glittering eyes, behind their slits.

                                                       (CONTINUED)

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


                           PRENTISS (CONT'D)
               When Campbell gets through milking 
               you, he's giving you to Baltimore 
               Homicide for the Raspail murder. And 
               they're preparing some special 
               surprises for you right now, in my 
               electroshock room.

     DR. QUINN'S POV (FRAMED BY EYE-SLITS) -

     first looking at Prentiss's moving lips... then LOWERING to 
     his soft, white, inviting throat...

                           PRENTISS (CONT'D)
               The Starling bitch wants you to rot 
               here, in this little box, till your 
               teeth fall out and you're soiling 
               diapers. You've seen the old ones, 
               Gideon. They weep when their stewed 
               peaches get cold. That'll be you, 
               too. Unless - you trade with me.

     FAVORING PRENTISS - as he sits chummily on the table.

                           PRENTISS (CONT'D)
               There never was a deal with Senator 
               Martin - but there is now. I've been 
               on the phone for hours, Gideon, on 
               your behalf.  Here's what you get: 
               if you identify Buffalo Bill, and 
               the girl is found in time, Senator 
               Martin will have you transferred to 
               Brushy Mountain State Prison, in 
               Tennessee...

     CLOSE AGAIN ON DR. QUINN'S EYES -

     as they shift restlessly, away from Prentiss - then suddenly 
     lock onto something. They widen with interest.

                           PRENTISS (CONT'D)
               The Governor has already agreed. You 
               get books, a view of the woods, and 
               plenty of exercise time...

     DR. QUINN'S POV - EXTREME C.U. -

     On the cot, carelessly left there, lying half-hidden under 
     the letters and the rumpled sheet... is Prentiss's gold pen.

                           PRENTISS (CONT'D)
               And best of all, you'd be out of Ray 
               Campbell's reach, forever. The Senator
                           (MORE)

                                                       (CONTINUED)

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


                           PRENTISS (CONT'D)
               will verify these terms on the phone, 
               and guarantee them in writing...

     BACK ON DR. QUINN -

     as he stares a moment longer at the pen, then shifts his 
     eyes towards Prentiss. We can almost hear his brain clicking.

                           PRENTISS (CONT'D)
               In exchange, I get your full 
               cooperation in publishing a 
               professional account of this - my 
               successful interviews with you.  You 
               publish nothing. And I get exclusive 
               access to any material from Catherine 
               Martin... So. Do you accept my 
               demands?

                           (PAUSE)
               Answer me, Gideon.

     A beat. Dr. Quinn is silent. Prentiss sticks his face INTO 
     SHOT, almost intimately close to the mask. He is agitated.

                           PRENTISS
               You'll answer me now, or by God, 
               you'll answer to Baltimore Homicide. 
               Who is Buffalo Bill?

                           DR. QUINN
                    (pause; then softly)
               I'll tell the Senator herself. But 
               only in Tennessee...

                                                          CUT TO:

48   INT. JOHNS HOPKINS - GENDER IDENTITY CLINIC - DAY             48   

     MOVING ANGLE - as the very impatient Campbell, clutching a 
     folder, strides down a hall beside DR. DANIELSON - early 
     50's, severe, in a lab coat. Nurses, doctors, glance as they 
     pass.

                           DR. DANIELSON
               I'm not having a witch hunt here, 
               Mr. Campbell! Our patients are decent, 
               non-violent people with a real 
               problem.

                           CAMPBELL
               Dr. Danielson, the man we want was 
               never your patient. It would be
                           (MORE)

                                                       (CONTINUED)

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


                           CAMPBELL (CONT'D)
               someone you refused because he tries 
               to conceal a record of criminal 
               violence. Please, Doctor - time is 
               eating us up. Just show me the ones 
               you've turned away.

     Danielson enters a cramped, stainless steel nurse's gallery, 
     with Campbell following, and pours himself a cup of coffee.

                           DR. DANIELSON
                    (adamantly)
               Examination and interview materials 
               are confidential. We've never violated 
               an applicant's trust, and we never 
               will.

                           CAMPBELL
               You want to see a violation? This is 
               a violation...

     He takes a black & white photo from his folder, slaps it 
     down in front of Danielson. From our angle, we can't see it 
     clearly.

                           CAMPBELL (CONT'D)
               Her name is Kimberly Jane Emberg, 
               she was just ID'd. I met her on a 
               slab in West Virginia. And sometime 
               tomorrow, or tomorrow night, he's 
               going to do the same thing to 
               Catherine Martin.

                           DR. DANIELSON
               That's a childish, bullying stunt, 
               Mr. Campbell. I was a battlefield 
               surgeon, so you can put away your 
               picture.

     Burroughs sticks his head in, looking for Campbell.

                           BURROUGHS
               Phone, Ray. Director Burke.

                           CAMPBELL
                    (snaps)
               In a minute!

     Burroughs hurriedly retreats. Campbell strains for patience.

                           CAMPBELL (CONT'D)
               Look... search your own records, if 
               you prefer. You can do it a lot faster
                           (MORE)

                                                       (CONTINUED)

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


                           CAMPBELL (CONT'D)
               than us, anyway. If we find Buffalo 
               Bill through your information, I'll 
               suppress it.  Nobody has to know 
               this hospital cooperated.

                           DR. DANIELSON
               I doubt very much that the FBI or 
               any other government agency can keep 
               a secret, Mr. Campbell. Truth will 
               out... And then what? Will you give 
               Johns Hopkins a new identity? Put a 
               big pair of sunglasses on this 
               building, and a funny nose?

                           CAMPBELL
               Oh, that's clever, Dr. Danielson. 
               Very humorous. You like the truth? 
               Try this.
                    (right in his face, 
                    enraged)
               He kidnaps young women and kills 
               them and rips their skins off. We 
               don't want him to do that anymore. 
               If you don't help me, just as fast 
               as you can, then the Justice 
               Department is going to ask publicly 
               for a court order, We'll ask twice a 
               day, just in time for the morning 
               and evening news.  And each one of 
               our press conferences will focus on 
               Dr. Danielson, over at Johns Hopkins, 
               and how we're still hoping for his 
               cooperation. And every time there's 
               any news on the case - when Catherine 
               Martin floats, when the next one 
               floats, and the next one - why, we'll 
               just issue another press release 
               about good ol' Dr. Danielson, over 
               at Johns Hopkins - complete with all 
               his humorous fucking remarks.

                           DR. DANIELSON
                    (pause; stiffly)
               It may be that - I could confer with 
               my colleagues on this. And get back 
               to you.

                           CAMPBELL
               Would you, Doctor?  That would be so 
               kind.

                                                          CUT TO:

                                                       (CONTINUED)

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


49   INT. THE SURVEILLANCE VAN - DAY                               49   

     Campbell is on the scrambler phone. Burroughs watches 
     silently.

                           CAMPBELL
                    (on phone; stunned)
               Transferred...?

                                                          CUT TO:

50   INT. FBI BUILDING - OFFICE OF THE DIRECTOR - DAY              50   

     HAYDEN BURKE, the FBI Director, swivels in his big chair. 
     Lean, late 40's, very distinguished. His desk is flanked by 
     flags.

                           DIRECTOR BURKE
                    (on phone)
               Already airborne for Memphis. Senator 
               Martin's meeting him at the airport.
                    (uneasily)
               Ray - did you make some soft of 
               promise to Quinn, in the Senator's 
               name?

     Listening to the answer, he looks uncomfortably across his 
     desk at PAUL KRENDLER, the Deputy Attorney General - 40, 
     very tanned, modish haircut. Krendler is irritable, impatient.

                           DIRECTOR BURKE (CONTD.) (CONT'D)
                    (on phone)
               We're going to have to talk about 
               this, Ray. The Senator's mad as hell. 
               Paul Krendler's over here from 
               Justice, she's asking him to take 
               charge in Memphis...  know that... 
               But you're still in command of the 
               task force, and Quinn's plane can 
               still be ordered back. It's your 
               call, Ray - but I want it now.

     CUT BACK TO:

51   INT. THE SURVEILLANCE VAN - DAY                               51   

     Burroughs starts to make an objection, but Campbell stills 
     him with a hand motion. He is taut, frustrated. Long pause.

                           CAMPBELL
                    (into phone)
               Let him land.

                                                          CUT TO:

                                                       (CONTINUED)

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


52   INT. CLARICE'S DORM ROOM - DOORWAY - DAY                      52   

     Clarice opens her door, stares out at Campbell. She's just 
     slipping on her blazer, over her shoulder holster. She's 
     furious.

                           STARLING
               Prentiss has killed her, hasn't he?  
               That slimy little bastard! We were 
               so close with Quinn - and now her 
               last chance is gone.

                           CAMPBELL
               Let's get some coffee and talk.

                                                          CUT TO:

53   EXT. FBI ACADEMY GROUNDS - QUANTICO - DAY                     53   

     MOVING ANGLE on Clarice and Campbell, as they walk along a 
     sidewalk, sipping from paper cups. The surveillance van trails 
     them slowly, radios CRACKLING.

                           CLARICE
               Are you in trouble over this, Mr. 
               Campbell? Can Senator Martin do 
               something to you?

                           CAMPBELL
               I'm 53, Starling. If I found Jimmy 
               Hoffa on national TV, I'd still have 
               to retire in two years. It's not a 
               consideration. But you are...
                    (beat)
               You've done enough. If I keep you 
               out of school any longer, you'll be 
               recycled.  Cost you six months, at 
               least. I can guarantee you readmission 
               here, but that's about it.
                    (He stops, looks at 
                    her)
               Now's your chance, Starling. Go back 
               to class. Leave Bill to me.

                           CLARICE
               If you didn't want me chasing him, 
               you shouldn't have taken me to that 
               funeral home.

     He looks at her steadily, then nods. They walk on.

                                                       (CONTINUED)

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


                           CLARICE (CONT'D)
               Quinn is still the key, I know he 
               is.  Whatever he told me about Bill 
               is just as good now as it was before.

                           CAMPBELL
               Or just as worthless. But I want you 
               in Memphis, close to him. Maybe when 
               he gets tired of toying with Senator 
               Martin, he'll talk to you again. 
               There's a plane waiting for you now 
               at the airstrip.

     She smiles at this acknowledgment; he never thought she's 
     quit.

                           CLARICE
               I lied to Quinn. I'll need some kind 
               of peace offering... Can I get the 
               drawings from his cell?

                           CAMPBELL
               Good idea. Meantime, try to get a 
               feel for Catherine Martin. Her 
               apartment, her friends... how he 
               might've stalked her.  I'm going to 
               the other two clinics, Minnesota and 
               Ohio.
                    (He crumples his cup, 
                    tosses it)
               Now's the hardest part, Starling. 
               Use your anger, don't let it keep 
               you from thinking. Just keep your 
               eyes on Catherine.  We've got less 
               than 30 hours.

                           CLARICE
                    (hesitates)
               Mr. Campbell... can those cops down 
               there handle Dr. Quinn?

                           CAMPBELL
                    (grimly)
               They'll use their best men. But they 
               better by paying attention...

                                                          CUT TO:

54   INT. AIR NATIONAL GUARD HANGER - MEMPHIS, TENNESSEE - DAY     54   

     CLOSE ON Dr. Quinn. Behind his mask, the alert, searching 
     eyes.

                                                       (CONTINUED)

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


                           CAMPBELL (V.O.)
               He will...

     OFFICERS PEMBRY AND BOYLE -

     two sturdy, well-armed, veteran prison guards - are checking 
     Dr.  Quinn's restraints with clever, careful fingers.

                           BOYLE
               Welcome to Memphis, Dr. Quinn. I'm 
               Officer Boyle, this is Officer Pembry.  
               We aim to treat you just as nice as 
               you treat us. Act like a gentlemen, 
               you'll get three hots and a cot.

                           PEMBRY
               But we ain't pussy-footin' with you, 
               buddy ruff. You get cute, try to 
               bite somebody? - we'll tie your 
               asshole in a knot. You savvy?

                           DR. QUINN
               Oh yes, Officer Pembry. I certainly 
               do.

     The officers turn away, Boyle signing a clipboarded form.

                           PEMBRY
                    (under his breath)
               Shit, he's just an ol' broke-dick. 
               Won't be no trouble as all if he 
               don't flip out.

                           BOYLE
               Dr. Prentiss...?

     NEW ANGLE - WIDER -

     as we see that we're in a vast, dusty hangar. Parked to one 
     side: an EMS ambulance and four highway patrol cruisers; a 
     dozen troopers stand quietly chatting and smoking over there.  
     Prentiss is pacing impatiently, casting anxious glances 
     towards the open hanger doorway.

                           BOYLE (CONT'D)
               If you'll please sign right here, 
               sir, we'll have us a legal transfer.

     Prentiss instinctively pats his shirt pocket for his gold 
     pen; it's gone. He searches other pockets, with growing 
     unhappiness.

                           BOYLE (CONTD.) (CONT'D)
               Use mine.

                                                       (CONTINUED)

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


                           PEMBRY
               Here they come.

     TWO BLACK STRETCH LIMOSINES

     glide smoothly into the hangar, stop. Secret Service agents 
     pour out of the lead car, form a cordon. A driver opens the 
     rear door of the second car, and Krendler steps out, followed 
     by the Senator's assistant, with a briefcase, followed, as 
     last, by the Senator herself. Barely glancing around, she 
     strides towards Quinn.

     NEW ANGLE - DR. QUINN AND SEN. MARTIN -

     as she stops, struck by the bizarre spectacle of his 
     restraints.

     The others instinctively keep a distance, but Prentiss, with 
     theatrical relish, unstraps and removes Dr. Quinn's mask.

                           PRENTISS
               Senator Martin, meet Dr. Gideon Quinn.

     They stare at one another for a long moment: the Senator 
     tense, almost haggard, the madman with his unearthly poise.

                           SEN. MARTIN
               Dr. Quinn, I've brought an affidavit 
               guaranteeing your new rights... You'll 
               want to read it before I sign.

     He assistant unsnaps his briefcase, reaches for the form.

                           DR. QUINN
               I won't waste your time and 
               Catherine's time bargaining for petty 
               privileges.  Clarice Starling and 
               that awful Ray Campbell have wasted 
               far too much already. I only pray 
               they haven't doomed the poor girl... 
               Let me help you now, and I'll trust 
               you when it's all over.

                           SEN. MARTIN
               You have my word. Paul?

     Krendler raises a pad, poised to take notes.

                           DR. QUINN
               Buffalo Bill's real name is William 
               Rubin. I met him just once. He was 
               referred to me in April or May, 1980, 
               by my patient Benjamin Raspail. They
                           (MORE)

                                                       (CONTINUED)

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


                           DR. QUINN (CONT'D)
               were lovers, but Raspail had become 
               very frightened.  Apparently Rubin 
               had murdered a transient, and - done 
               things with the skin. He thought if 
               I could cure Billy, then Billy'd be 
               safe from the police, and he'd be 
               safe from Billy... Obviously, he was 
               wrong.

                           KRENDLER
               We need his address, a physical descr-

                           DR. QUINN
               Did you nurse Catherine?

                           SEN. MARTIN
                    (pause; startled)
               What...?

                           DR. QUINN
               Did you breast-feed her?

     He flicks his tongue obscenely.

                           KRENDLER
               You son of a -

     The Senator stills him with a hand. She is trembling.

                           SEN. MARTIN
               Yes... I did.

                           DR. QUINN
               Toughened your nipples, didn't it...?
                    (a beat; then rapidly, 
                    bored)
               Six foot one, strongly built, about 
               190 pounds. Hair brown, eyes pale 
               blue.  He'd be about 35 now. He said 
               he lived in Philadelphia, but may 
               have lied. That's really all I can 
               remember, Senator - but if I think 
               of any more, I'll let you know.

                           SEN. MARTIN
                    (to the others)
               Let's go with it.

     They start towards the car, but he calls out, stopping her.

                           DR. QUINN
               Senator Martin...!
                           (MORE)

                                                       (CONTINUED)

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


                           DR. QUINN (CONT'D)
               You can't trust Ray Campbell or 
               Clarice Starling. It's such a game 
               with these people. They're de-
               termined to get the arrest for 
               themselves.  The "collar," I think 
               they say.

                           SEN. MARTIN
               Thank you, Doctor. I'll keep it in 
               mind.

                           DR. QUINN
               Oh, and Senator...? Love you suit.

                                                     DISSOLVE TO:

55   INT. MR. GUMB'S BASEMENT - DAY (DIMLY LIT)                    55   

     CLOSE ON scraps of food - peas, chicken bones - lying on the 
     cement floor of the pit, near the foil tray of a TV dinner.

                           CATHERINE (O.S.)
                    (muttering, feisty)
               Close enough to fuck is close enough 
               to fight...

     CATHERINE

     is hunched over in concentration. The plastic toilet bucket 
     is on her lap, and she has yanked down its cotton string.

                           CATHERINE (CONT'D)
               Get my legs round your neck, you 
               goddamn creep, I'll send you home to 
               Jesus...

     HER FINGERS

     are tying a chicken bone to the bucket's handle, where it 
     meets the string. The other end of the string is tied to her 
     wrist.

     SHE STANDS -

     gathers the coiled string in one hand, and swings the bucket 
     by its handle, calculating this distance up to the basement 
     floor.

                           CATHERINE (CONT'D)
               Okay, Precious. Time for a treat...

     She hurls the bucket upwards.

                                                       (CONTINUED)

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


     AT THE LIP OF THE OUBLIETTE -

     the bucket sails out, bounces LOUDLY, then falls back inside.

     ANGLE ON THE DOG, PRECIOUS -

     who is elsewhere in the basement, worrying a toy. She cocks 
     an ear, making a low GROWL, then sets off to investigate.

     DOWN IN THE PIT -

     Catherine swings the bucket again, trying another cast.

     THE BUCKET LANDS

     two feet beyond the pit's edge, rolls a bit, stops.

     PRECIOUS TROTS UP -

     then pauses, staring curiously towards...

     VERY LOW ANGLE (DOG'S POV) -

     the enticing chicken bone, six feet away. It twitches as 
     Catherine tugs on the string, edging the bucket back towards 
     the pit.

     PRECIOUS

     with her tail wagging, BARKS - greedy but suspicious.

     CATHERINE -

     staring upwards, pulls again, even so gently, at the string.

                           CATHERINE (CONT'D)
                    (softly)
               Preeeeecious...! C'mon, boy, nice 
               yummy bone... c'mon, you little 
               shit...

     PRECIOUS

     edges reluctantly closer... then suddenly rushes in, seizing 
     the bone in her teeth. She tries to run away with it, but 
     Catherine is pulling her towards the hole, working her like 
     a hooked fish. Her toenails scrabble as she tries to stop.

     CATHERINE

     stares desperately, unable to see how she's doing.

                           CATHERINE (CONT'D)
               Hang on, boy... hang on...

                                                       (CONTINUED)

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


     PRECIOUS

     still fights for the bone, GROWLING, as the bucket rocks 
     precariously on the edge of the pit. A long, seesaw battle... 
     until finally, when one of her forelegs slips momentarily 
     into the hole, she panics and lets go. The bucket flops over 
     the edge.

     CATHERINE

     crouches, covering her head as the bucket bounces off her.

                           CATHERINE (CONT'D)
               Nooooo...!

     THE LITTLE DOG

     furious, BARKS down at her, then trots away in disgust.

     CLOSE ON CATHERINE

     as she sinks to the cold cement. She slaps aside the foil 
     tray, the scraps of food, sobbing in utter despair.

                                                     DISSOLVE TO:

56   INT. CATHERINE MARTIN'S APARTMENT - LIVING ROOM - DAY         56   

     CLOSE ON a framed photo of Sen. Martin and Catherine, held 
     in Clarice's cotton-gloved hands. Powdered fingerprints on 
     the glass.

     CLARICE

     glances up from the photo, smiles disarmingly at -

     YOUNG STATE TROOPER -

     sitting in Catherine's easy chair. He smiles back at her, 
     then relaxes, returns to his newspaper. He also wears gloves.

                                                          CUT TO:

57   INT. KITCHEN                                                  57   

     Clarice closes the refrigerator door, glances around

     A BIG REEL-TO-REEL TAPE RECORDER

     has been set up on the breakfast counter, attached to 
     Catherine's phone. Two new red phones are hooked up as well.

                                                          CUT TO:

                                                       (CONTINUED)

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


58   INT. BATHROOM                                                 58   

     Clarice slides open the medicine cabinet's mirror, looks 
     inside. She reaches in, pokes carefully amongst the lotions.

                                                          CUT TO:

59   INT. ATTIC CRAWL-SPACE                                        59   

     A ceiling hatch bangs open, sending up dust clouds. Clarice, 
     lit from underneath, pokes her head through, looking around.

                                                          CUT TO:

60   INT. BEDROOM                                                  60   

     Flat on her back, Clarice wriggles out from under Catherine's 
     bed. She sits up, brushing dust from her face and hair.

                                                          CUT TO:

61   INT. BEDROOM                                                  61   

     CLOSE ON an open, multi-tiered jewelry box, resting atop a 
     bureau, as Clarice's fingers pick through costume jewelry.

     CLARICE

     closes the box, and is just turning away when a figure 
     suddenly looms INTO SHOT, giving her a bad start; she cries 
     out softly.

     SENATOR MARTIN

     is revealed, staring at her suspiciously.

                           SEN. MARTIN
               Who are you, please? I thought the 
               police were through in here.

                           CLARICE
               I'm Clarice Starling, Senator. FBI.

                           SEN. MARTIN
                    (softly, very angry)
               Clarice Starling...
                    (calls out)
               Paul? Would you come in here, 
               please...?

     Krendler enters from the hallway, looks at Clarice.

                                                       (CONTINUED)

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


                           SEN. MARTIN (CONTD.) (CONT'D)
               Miss Starling, you may know the Deputy 
               Attorney General, Mr. Krendler. Paul, 
               this is the trainee that Ray Campbell 
               sent to Quinn... She lied to him, 
               pretending to have my authority, and 
               thus jeopardized this entire 
               investigation.  Now she has the 
               further gall to invade my daughter's 
               privacy, again without permission. 
               If her little games have killed my 
               baby...

     Overcome, she hurries from the room. Krendler shuts the door 
     behind her, points sternly at Clarice.

                           KRENDLER
               You're out of line, Starling, and 
               you're off this case. Back to 
               Quantico.

                           CLARICE
               Sir, Mr. Campbell instructed me -

                           KRENDLER
               Your instructions are what I'm giving
               you now. Ray Campbell answers to the 
               Director, and the Director answers 
               to me.  My God, Campbell's losing 
               it...! He shouldn't even be on this, 
               with his wife sick as she is... How 
               the hell did you get in here, anyway? 
               He gave you - what? -some kind of 
               special ID? Let's have it.

                           CLARICE
                    (stubbornly)
               I need the ID to fly with my gun. 
               The gun belongs in Quantico.

                           KRENDLER
               Gun. Jesus. Turn in the ID as soon 
               as you get back. The gun, too. Be on 
               the next plane, Starling, there's 
               one in 90 minutes.

     Clarice, burning, starts for the door, then turns back.

                           CLARICE
               Mr. Krendler... Dr. Quinn trusts me.  
               Or at least, he used to. If I could 
               just -

                                                       (CONTINUED)

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


                           KRENDLER
               Quinn has already named Buffalo Bill.

     Clarice reacts, surprised. Krendler takes a folded computer 
     sheet from his pocket, shoves it at her. She takes it, reads.

                           KRENDLER (CONTD.) (CONT'D)
               He gave us a perfectly good 
               description, and we're on it now, so 
               we won't be needing your little 
               novelty act any longer - or his, 
               either. He's under close guard at 
               the courthouse, pending a prison 
               transfer.  The next plane, Officer.

                           CLARICE
               Sir, doesn't this "William Rubin" 
               strike you as - I don't know - kind 
               of vague?

     Krendler moves in very close to her, pale with anger.

                           KRENDLER
               Do you need a police escort, Starling?  
               Or do you think you can find the 
               airport by yourself?

                           CLARICE
               Yes sir. I can find it by myself.

                                                          CUT TO:

62   EXT. SHELBY COUNTY COURTHOUSE - DAY                           62   

     The old courthouse is a massive Gothic stronghold, with an 
     armada of police cruisers parked at the curb.

     CLARICE

     climbs from her rented car, SLAMMING the door angrily. Holding 
     a rolled-up pile of papers - Dr. Quinn's drawings - she starts 
     determinedly up the steps. A nearby commotion makes her pause.

     DR. HERBERT PRENTISS -

     in a sea of interviewers and mini-cams, is preening grandly.

     CLARICE -

     carefully avoiding his gaze, slips up the steps and inside.

                                                          CUT TO:

                                                       (CONTINUED)

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


63   INT. COURTHOUSE - GROUND FLOOR - DAY                          63   

     SGT. TATE, a Memphis policeman, is studying Clarice's ID. He 
     looks up at her from his command desk, a bit doubtfully.

                           SGT. TATE
               Are you with Mr. Krendler's people?

                           CLARICE
               I just left him.

                           SGT. TATE
               Access to Quinn is strictly limited.  
               We've been getting death threats.
                    (hesitates again)
               Log in, and check your weapon.

     He picks up a phone, murmurs into it. As he does so, Clarice 
     glances around this main ground floor lobby.

     HER POV -

     The building looks like an armed fort. Cops with shotguns 
     guard the front door, both ends of the hall, the foot of the 
     stairs, the single elevator. More of them are coming and 
     going.

                           MURRAY (V.O.)
               Shoot, we haven't had this kinda 
               security since the President came 
               through town...

                                                          CUT TO:

64   INT. ELEVATOR - MOVING                                        64   

     Clarice and OFFICER MURRAY, a young patrolman, ride up in an 
     old-fashioned, CREAKING, metal-cage elevator. He is excited.

                           MURRAY
               Every cop in Tennessee wants a look 
               at this guy. 'Sit true what they're 
               sayin' - he's some kinda vampire?

                           CLARICE
                    (beat)
               I don't have a name for what he is.

                                                          CUT TO:

65   INT. HISTORICAL SOCIETY ROOM - 5TH FLOOR                      65   

     Pembry, at a desk by the door, looks up from examining the 
     unrolled pile of Dr. Quinn's drawings.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 85


                           PEMBRY
               You know the rules, ma'am?

                           CLARICE
               Yes, Officer Pembry. I've questioned 
               him before.

     He waves her on her way, but retains the drawings for now.

     MOVING ANGLE - WITH CLARICE -

     as she crosses the big, spare, white octagonal room. A 
     massive, temporary iron cage has been installed; Officer 
     Boyle sits facing its barred door. He rises, nods, moving 
     away to allow her privacy.

     INSIDE THE CAGE -

     a cot and a small table, each bolted to the floor, and a 
     flimsy paper screen, hiding a toilet. Dr. Quinn sits at the 
     table, his back to her, studying the Buffalo Bill case file.  
     He now wears a green prison jumpsuit. A small cassette player 
     is chained to the steel table.

                           DR. QUINN
                    (without turning)
               Good afternoon, Clarice.

     She stops at a striped police barricade, before his bars.

                           CLARICE
               I thought you might want your drawings 
               back... Just until you get your view.

                           DR. QUINN
               How very thoughtful... Or did Campbell 
               send you here for one last wheedle - 
               before you're both booted off the 
               case?

                           CLARICE
               Nobody sent me. I came on my own.

     He spins in his swivel chair, stops neatly. A coy smile.

                           DR. QUINN
               People will say we're in love.
                    (beat)
               Pity you tried to fool me, isn't it?  
               Pity for poor Catherine. Tick-tock...

     He spins again in his chair, playfully.

     MOVING ANGLE - FAVORING CLARICE -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 86


     as she circles the cage, trying to keep his face in sight.

                           CLARICE
               Dr. Quinn, you find out everything. 
               You couldn't have talked with this 
               "William Rubin", even once, and come 
               out knowing so little about him... 
               You made him up, didn't you?

                           DR. QUINN
               Clarice... you're hardly in a position 
               to accuse me of lying.

                           CLARICE
               I think you were telling me the truth 
               in Baltimore - or starting to. Tell 
               me the rest now.

                           DR. QUINN
               I've studied the case file, have 
               you...?  Everything you need to find 
               him is right in these pages. Whatever 
               his name is.

                           CLARICE
               Then tell me how.

                           DR. QUINN
               First principles, Clarice.  
               Simplicity.  Read Marcus Aurelius. 
               Of each particular thing, ask: What 
               is it, in itself, what is its 
               nature...? What does he do, this man 
               you seek?

                           CLARICE
               He kills w-

                           DR. QUINN
                    (sharply, as he stops)
               No - ! That's incidental.

     CLOSE ANGLE - TWO SHOT -

     as he rises, pained by her ignorance, and crosses to the 
     bars.

                           DR. QUINN (CONT'D)
               What is the first and principal thing 
               he does, what need does he serve by 
               killing?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 87


                           CLARICE
               Anger, social resentment, sexual 
               frus-

                           DR. QUINN
               No, he covets. That's his nature. 
               And how do we begin to covet, Clarice? 
               Do we seek out things to covet? Make 
               an effort to answer.

                           CLARICE
               No. We just -

                           DR. QUINN
               No. Precisely. We begin by coveting 
               what we see every day. Don't you 
               feel eyes moving over your body, 
               Clarice? I hardly see how you 
               couldn't. And don't your eyes move 
               over the things you want?

                           CLARICE
               All right, then tell me how -

                           DR. QUINN
               No. It's your turn to tell me, 
               Clarice. You don't have any more 
               vacations to sell, on Anthrax Island. 
               Why did you run away from that ranch?

                           CLARICE
               Dr. Quinn, when there's time I'll -

                           DR. QUINN
               We don't reckon time the same way, 
               Clarice.  This is all the time you'll 
               ever have.

                           CLARICE
               Later, listen, I'll -

                           DR. QUINN
               I'll listen now. After your father's 
               murder, you were orphaned. You were 
               ten years old. You went to live with 
               cousins, on a sheep and horse ranch 
               in Montana. And - ?

                           CLARICE
               And - one morning I just - ran away...

     She turns from him. He presses closer, gripping the bars.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 88


                           DR. QUINN
               Not "just," Clarice. What set you 
               off?  You started what time?

                           CLARICE
               Early. Still dark.

                           DR. QUINN
               Then something woke you. What? Did 
               you dream...? What was it?

     IN FLASHBACK -

     The 10-year old Clarice sits up abruptly in her bed, 
     frightened. She is in a Montana ranch house; it is almost 
     dawn.

     Strange, fearful shadows on her ceiling and walls... a window, 
     partly fogged by the cold; eerie brightness outside.

                           CLARICE (V.O.)
               I heard a strange sound...

                           DR. QUINN (V.O.)
               What was it?

     THE CHILD RISES -

     crosses to the window in her nightgown, rubs the glass.

                           CLARICE (V.O.)
               I didn't know. I went to look...

     HIGH ANGLES (2nd STORY) - THE CHILD'S POV -

     Shadowy men, ranch hands, are moving in and out of a nearby 
     barn, carrying mysterious bundles. The mens' breath is 
     steaming... A refrigerated truck idles nearby, its engine 
     adding more steam. A strange, almost surrealistic scene...

                           CLARICE (CONTD., V.O.) (CONT'D)
               Screaming! Some kind of - screaming.  
               Like a child's voice...

     THE LITTLE GIRL

     is terrified; she covers her ears.

                           DR. QUINN (V.O.)
               What did you do?

                           CLARICE (V.O.)
               Got dressed without turning on the 
               light. I went downstairs... outside...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 89


     THE LITTLE GIRL

     in her winter coat, slips noiselessly towards the open barn 
     door. She ducks into the shadows to avoid a ranch hand, who 
     passes her with a squirming bundle of some kind. He goes 
     into the barn, and she edges after him reluctantly.

                           CLARICE (CONT'D)
               I crept up to the barn... I was so 
               scared to look inside - but I had 
               to...

     THE LITTLE GIRL'S POV -

     as the open doorway LOOMS CLOSER... Bright lights inside, 
     straw bales, the edges of stalls, then moving figures...

                           DR. QUINN (V.O.)
               And what did you see, Clarice?

     SQUIRMING LAMB -

     is held down on a table by two ranch hands.

                           CLARICE (V.O.)
               Lambs. The lambs were screaming...

     A third cowboy stretches out the lamb's neck, raises a bloody

     knife. Just as he's about to slice its throat -

     BACK TO THE ADULT CLARICE -

     staring into the distance, shaken, still trembling from the 
     child's shock. We see Dr. Quinn, over her shoulder, studying 
     her intently.

                           DR. QUINN
               They were slaughtering the spring 
               lambs?

                           CLARICE
               Yes...! They were screaming.

                           DR. QUINN
               So you ran away...

                           CLARICE
               No. First I tried to free them... I 
               opened the gate of their pen - but 
               they wouldn't run. They just stood 
               there, confused. They wouldn't run...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 90


                           DR. QUINN
               But you could. You did.

                           CLARICE
               I took one lamb. And I ran away, as 
               fast as I could...

     IN FLASHBACK -

     a vast Montana plain, and crossing this, a tiny figure - the 
     little Clarice, holding a lamb in her arms.

                           DR. QUINN (V.O.)
               Where were you going?

                           CLARICE (V.O.)
               I don't know. I had no food or water.  
               It was very cold. I thought - if I 
               can even save just one... but he got 
               so heavy. So heavy...

     The tiny figure stops, and after a few moments sinks to the 
     ground, hunched over in dispair.

                           CLARICE (CONT'D)
               I didn't get more than a few miles 
               before the sheriff's car found me.  
               The rancher was so angry he sent me 
               to live at the Lutheran orphanage in 
               Bozeman. I never saw the ranch 
               again...

                           DR. QUINN (V.O.)
               But what became of your lamb?
                    (no response)
               Clarice...?

     BACK TO SCENE -

     as the adult Clarice turns, staring into his feverish eyes.

     She shakes her head, unwilling - or unable - to say more.

                           DR. QUINN (CONT'D)
               You still wake up sometimes, don't 
               you?  Wake up in the dark, with the 
               lambs screaming?

                           CLARICE
               Yes...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 91


                           DR. QUINN
               Do you think if you saved Catherine, 
               you could make them stop...? Do you 
               think, if Catherine lives, you won't 
               wake up in the dark, ever again, to 
               the screaming of the lambs? Do you...?

                           CLARICE
               Yes! I don't know...! I don't know.

                           DR. QUINN
                    (a pause; then, oddly 
                    at peace)
               Thank you, Clarice.

                           CLARICE
                    (a whisper)
               Tell me his name, Dr. Quinn.

                           DR. QUINN
               Dr. Prentiss... I believe you know 
               each other?

     NEW ANGLE -

     as Clarice turns, startled, and the fuming Prentiss seizes 
     her elbow. Pembry and Boyle are beside him, looking grim.

                           PRENTISS
               Out. Let's go.

                           PEMBRY
               Sorry, ma'am - we've got orders to 
               have you put on a plane.

     Clarice struggles, pulling free of them for a moment.

                           DR. QUINN
               Brave Clarice. Will you let me know 
               if ever the lambs stop screaming?

                           CLARICE
                    (moving closer to the 
                    bars)
               Yes. I'll tell you.

                           DR. QUINN
               Promise...?
                    (She nods. He smiles)
               Then why not take your case file? I 
               won't be needing it anymore.

     He holds out the file, arm extended between the bars. She 
     hesitates, then reaches to take it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 92


     VERY CLOSE ANGLE - SLOW MOTION -

     as the exchange is made, his index finger touches her hand, 
     and lingers there, just for a moment.

     DR. QUINN'S EYES -

     widen, crackling at this touch, like sparks in a cave.

                           DR. QUINN (CONT'D)
               Good-bye, Clarice.

     CLARICE -

     hugging the case file to her chest, stares back at him as 
     the men crowd in on her, pushing her away.

     HER POV - MOVING -

     as Dr. Quinn, head cocked in a smile, slowly recedes...

                                                     DISSOLVE TO:

66   INT. GARMENT SWEATSHOP - DAY                                  66   

     MOVING ANGLE - MR. GUMB'S POV - as he pushes a rolling rack 
     of completed leather garments, each wrapped in plastic, down 
     as aisle. SOUND of many sewing machines, all clattering at 
     once, as he passes row on row of work tables. The 
     seamstresses, mostly black or Hispanic, glance up as he 
     passes, then quickly avert their eyes, his presence disturbing 
     them in some nameless way.

     THIN FOREMAN -

     in a flowery shirt, sees him approaching. He rises from his 
     desk and comes over cheerfully, as the rack rolls to a stop.

                           FOREMAN
               Hello, dear! Punctual as always. And 
               what have you brought us today?

     He seizes one of the dangling jackets, pulling up the plastic 
     wrapper. He examines it, stroking the sleeve.

                           FOREMAN (CONTD.) (CONT'D)
               Oh, marvelous... You know, I always 
               say you're the Leonardo of leather.

                           MR. GUMB (O.S.)
                    (a harsh whisper)
               Oil.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 93


                           FOREMAN
               Pardon...?

                           MR. GUMB (O.S.)
               You're leaving oil on the skin.

     The foreman quickly releases the jacket.

                           FOREMAN
               Of course... You'll be wanting your -

     Mr. Gumb's hand reaches INTO SHOT, snatching an envelope 
     from him. The foreman is watching him walk away, as a 
     seamstress comes over to take the rack of garments. The 
     foreman is vaguely troubled, but shakes it off. He strokes 
     the jacket again, admiringly.

                           FOREMAN (CONT'D)
                    (to seamstress)
               I wish we had a dozen like him...

     SOUND UPCUT - Glenn Gould playing Bach's Goldberg 
     Variations...

                                                          CUT TO:

67   INT. MEMPHIS INTERNATIONAL AIRPORT - LOUNGE AREA - DUSK       67   

     Clarice, in a line of other passengers, is moving slowly 
     towards a departure ramp. Through a huge plate glass window, 
     we can see her plane. She glances back over her shoulder at

     PAIR OF UNIFORMED COPS

     brawny and impassive, their arms folded, waiting to make 
     sure she board the flight.

     CLARICE

     sighs, turning wearily back towards the jetway. The BACH 
     CONTINUES, as we...

                                                          CUT TO:

68   INT. SHELBY CO. COURTHOUSE - HISTORICAL SOCIETY ROOM - NIGHT  68   

     CLOSE ON a steaming, rather elegant dinner tray, being carried 
     by Pembry, as he approaches Dr. Quinn's cell.

                           PEMBRY
                    (shouts)
               Ready when you are, Doc!

     IN THE CELL -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 94


     The BACH is issuing from the cassette player. Beside it, on 
     the table, the pile of Dr. Quinn's drawings. The top one is 
     an accurate, sensitive portrait, from memory, of Clarice.  
     Beyond the table, we see Quinn's shadowy form, seated behind 
     the paper screen. He calls out from there.

                           DR. QUINN (O.S.)
               Just another minute, please!

     PEMBRY

     grunts, sets the tray down. Boyle joins him, handing him a 
     riot baton and a Mace cannister, which Pembry fastens to 
     belt clips.

     Boyle is similarly armed, and carries a ring of keys.

                           PEMBRY
               Sumbitch demanded lamb chops for 
               dinner, extra rare.

                           BOYLE
                    (laughs)
               What you reckon he'll want for 
               breakfast - some fuckin' thing from 
               the zoo?

     INSIDE THE SCREEN -

     Dr. Quinn sits fully clothed on the toilet - swaying slightly, 
     eyes closed, lost in the music, tongue working in his cheek.

     Suddenly, like magic, a little shiny piece of metal protrudes 
     from his lips. He plucks it out, opens his eyes.

     IN EXTREME C.U. -

     He is holding the pocket clip from Prentice's disassembled 
     pen - a straight, thin strip of metal, with a circular collar 
     at one end, a square edge at the other.

     DR. QUINN -

     lines up his thumbnail just shy of the square edge, then 
     braces it against the stainless steel toilet rim. He pushes 
     down, hard, using both hands for leverage. After a moment he 
     smiles, holding up the result, and twirling it before his 
     eyes.

     IN EXTREME C.U. -

     the straight end of the clip now forms a tiny right angle, 
     and the circular end anchors nicely between his fingers.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 95


     OUTSIDE THE CELL -

     Pembry and Boyle turn as the toilet FLUSHES, and Dr. Quinn 
     reappears, looking jaunty.

                           PEMBRY
               Okay, Doc, grab some floor. Same 
               drill as lunchtime.

     Dr. Quinn sits on the floor, legs straight, then wriggles 
     backwards. He stretches his arms behind him, hands and wrists 
     through the bars, with two bars between them, and clasps his 
     hands.

                           DR. QUINN
               I'm ready when you are, Officer 
               Pembry.

     Pembry comes around the cell to squat behind Dr. Quinn. He 
     tugs his hands farther out, rather roughly, handcuffs his 
     wrists. He shakes the cuffs, making sure of them, then nods 
     to Boyle.

     NEW ANGLE - AT CELL DOOR -

     as Boyle picks up the dinner tray, and Pembry crosses around.

     Pembry takes the keys from Boyle, unlocks the cell door, and 
     pushes it inward. Boyle goes inside with the tray.

     DR. QUINN

     watches as Boyle approaches the table, about five feet from 
     him. Boyle has to set his tray down on the floor to clear 
     off some of the mess of drawings. The MUSIC plays on.

     VERY CLOSE ON -

     Dr. Quinn's hands, outside the bars, as the makeshift key, 
     held between the tips of his right index and middle fingers, 
     searches for the keyhole of the cuffs. And finds it.

     NEW ANGLE - FAVORING BOYLE -

     as he finishes clearing the drawings, then turns back towards 
     Dr.  Quinn, stooping to pick up the tray.

     BOYLE'S RIGHT HAND -

     is just inches from the tray when Dr. Quinn's hand darts 
     INTO SHOT, snapping a handcuff onto his wrist.

     BOYLE

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 96


     looks up, astonished, to find himself right in the grinning 
     face of Dr. Quinn - who just as quickly rolls sideways, and 
     snaps -

     THE OTHER CUFF

     around the bolted leg of the table. And suddenly all natural 
     SOUND and MOTION are suspended, as the MUSIC soars much 
     louder, each separate note of it now echoing distinctly, and 
     we see...

     VARIOUS ANGLES - EACH BLURRING INTO STOP-ACTION -

     Pembry starting into the cell, reaching for his riot baton...

     Dr. Quinn smashing against the cell door, driving it into 
     Pembry, pinning him across the chest, against the door 
     frame...

     Boyle, on one knee on the floor, digging desperately in his 
     pants pocket for his handcuff key...

     Pembry's hand, mashed against his body by the door, as he 
     strains frantically to reach the baton at his waist...

     Pembry's eyes, widening in horror as he stares at...

     Dr. Quinn's bared teeth, flashing towards him...

     Dr. Quinn gripping Pembry's face in his jaws, shaking it 
     like a dog shakes a rat...

     Boyle finding his key, but in his terror dropping it...

     Dr. Quinn yanking the mace can and riot baton from the dazed 
     Pembry's belt, spraying him in his bloody face, then clubbing 
     him to his knees...

     Boyle, mouth open in a silent scream, finding his key again, 
     unlocking the handcuff, but then, as he starts to rise, 
     seeing...

     Dr. Quinn standing over him, with the riot baton raised high; 
     he swings it viciously down, again and again and again... 
     Then normal SOUND and MOTION are restored as we go to -

     CLOSE ANGLE ON -

     the cassette player, and the portrait of Clarice, both now 
     flecked with blood. In addition to the Bach, we now hear 
     soft PANTING, close by, and whimpering SOBS in the b.g.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 97


     ANGLE ON DR. QUINN

     eyes closed, lost in a favorite passage of the music. His 
     bloody fingers drift airily with the notes, as his breathing 
     slows to normal. He opens his eyes, sighs contentedly, looks 
     down.

69   HIS POV -                                                     69   

     By the sprawled legs of Boyle lie various objects that spilled 
     from his pants pocket - coins, a comb, a big pocketknife.

     DR. QUINN

     picks up the pocketknife, examines it happily. About a four-
     inch blade. He becomes aware of the WHIMPERING, O.S., turns.

     LOW ANGLE ON PEMBRY

     as he crawls, with torturous slowness, towards the command 
     desk, and the phone. He is crying, but frantically determined.

     PEMBRY'S POV - PARTIALLY BLURRED, THEN CLEARING -

     Above the desk, hanging from pegs, are his and Boyle's 
     holstered revolvers...

                                                          CUT TO:

70   INT. COURTHOUSE - GROUND FLOOR LOBBY - NIGHT                  70   

     The bronze arrow above the elevator swings towards "5," then 
     indicates a stop there, at the top floor.

71   FAVORING SGT. TATE -                                          71   

     at his command desk, as he stares at the indicator. Another 
     cop, JACOBS, sits on the desk's edge, flipping through a 
     magazine; many more cops can be seen beyond them, idling in 
     the lobby.

                           SGT. TATE
               What is this shit...? Did somebody 
               go up to five?
                    (Jacobs shakes his 
                    head)
               Call Pembry, ask him what -

     A GUNSHOT, and then, moments later, TWO MORE quick ones, 
     echo down the nearby stairwell. Sgt. Tate jumps to his feet, 
     grabs a radio mike, as the other cops stir, confused and 
     noisy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 98


                           SGT. TATE (CONTD.) (CONT'D)
                    (into mike)
               CP, shots fired on five!  Repeat, 
               shots fires on five! Outside posts 
               look sharp, we've got a... Ho-ly 
               shit.

     THE BRONZE ARROW

     has begun to descend. Down to 4, then past 4...

     BACK ON SGT. TATE

     as he reacts. The other cops, behind him, are now in a full 
     uproar, shouting, pulling out guns.

                           SGT. TATE (CONT'D)
                    (to the others)
               SHUT UP...!  Guard mount, double up 
               on your outside posts. Bobby, get 
               the vests.  Rainey, Howard, cover 
               that fucking elevator if it comes 
               all the way to -

                           A COP (O.S.)
               It stopped!

     THE BRONZE ARROW -

     has, indeed, frozen at 3.

                           SGT. TATE
               lifts the microphone again.

                           SGT. TATE (CONT'D)
                    (into mike)
               Seal off a ten-block radius. Get me 
               the SWAT team and an ambulance, double 
               quick. We're going up.

                                                          CUT TO:

72   INT. STAIRWELL - NIGHT (DIMLY LIT)                            72   

     HIGH ANGLE on Sgt. Tate as he leads a five-man squad, all in 
     bulletproof vests, up the stone stairs. They move fast but 
     carefully, covering each other from landing to landing with 
     drawn revolvers, shotguns. The distant Bach MUSIC makes a 
     ghostly echo in here...

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 99


73   INT. THIRD FLOOR CORRIDOR - NIGHT (DIMLY LIT)                 73   

     A thin rectangle of light on the floor from the open elevator 
     door. We can't see inside. The MUSIC sounds closer.

     SGT. TATE

     approaches very cautiously, gun aimed. The other cops, behind 
     him, fan out silently to set up angles of fire, checking the 
     various office doors - all locked - as they creep up.

     MOVING ANGLE - OVER TATE'S SHOULDER -

     as he reaches the side of the elevator, hesitates, then spins 
     to point his gun inside. It's empty. He backs away.

                           SGT. TATE
                    (shouts at ceiling)
               Pembry? Boyle...?

                                                          CUT TO:

74   INT. HISTORICAL SOCIETY ROOM - NIGHT (BRIGHTLY LIT)           74   

     ANGLE on the door, from inside, its lettering reversed on 
     the frosted glass. The Bach is VERY LOUD. After a moment the 
     door is shouldered open, hard enough for the glass to shatter, 
     Tate following his gun inside, moving low, then other cops 
     appearing behind him in the doorframe. They all freeze, 
     staring in utter horror.

                           SGT. TATE
               Oh no... no...

     THEIR POV -

     is a brief snapshot from hell. The two uniformed bodies, one 
     sprawled on its back near the door, the other still in the 
     cell, have been savaged by a knife. Blood and gore everywhere.

     The faces are unrecognizable.

     SGT. TATE -

     struggles for control, as the other cops move grimly around 
     him, into the room. He pulls his walkie-talkie from his belt.

                           SGT. TATE (CONT'D)
                    (into mike)
               Command post... Two offi-
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 100


                           SGT. TATE (CONT'D)
                    (a beat; clears his 
                    throat)
               Two officers down. Prisoner is 
               missing.  Repeat, Quinn is missing... 
               He's stripped the bed, might be making 
               a rope, check all windows. Where the 
               fuck is my ambulance?

     IN THE CELL -

     a cop angrily punches OFF the music. Jacobs kneels with his 
     fingers on Boyle's neck.

                           JACOBS
               Boyle is dead, Sarge. His gun's 
               gone...

     AT THE OTHER BODY -

     a cop gently removes a revolver from the bloody fist. Murray, 
     the young patrolman, brings his ear reluctantly close to the 
     gory face. A bloody bubble appears there; the wreckage GROANS, 
     very softly.

                           MURRAY
               This one's alive!

     Tate crosses, kneels to see for himself. Murray looks green.

                           SGT. TATE
               Take ahold of him where he can feel 
               your hands, son. Talk to him.

                           MURRAY
               What's his name, Sarge?

                           SGT. TATE
               It's Pembry, now talk to him, God 
               dammit.
                    (into radio, looking 
                    around)
               Boyle's dead, Pembry's read bad. 
               Quinn is missing and armed - he took 
               Boyle's gun...

     The other cop, checking the cylinder of Pembry's gun, holds 
     up one finger to Tate.

                           SGT. TATE (CONT'D)
                    (into radio)
               Pembry got off one round - there's a 
               chance Quinn was hit. We heard a
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 101


                           SGT. TATE (CONT'D)
               total of three shots fired, so he's 
               got four left... He's got a knife, 
               too.

                                                          CUT TO:

75   EXT. STREET IN FRONT OF COURTHOUSE - NIGHT                    75   

     VARIOUS ANGLES on a floodlit scene of barely controlled 
     pandemonium. Flashing red lights, men shouting commands, 
     SIRENS in the distance. SWAT members, in full gear, leap 
     from a black van... fan out... swarm up the steps... EMS 
     orderlies unload a gurney from an ambulance... Cops kneel 
     for cover behind cars, aiming guns and rifles up at the 
     windows...

                                                          CUT TO:

76   INT. HISTORICAL SOCIETY ROOM - NIGHT                          76   

     A trio of EMS orderlies work fast over the body, already 
     strapped on its gurney.  They bandage a big plastic airway 
     into place, over the butchered face, checking for a pulse at 
     the neck. Young Murray crouches, sickened, gripping a bloody 
     fist.

                           MURRAY
               You're just fine, Pembry, lookin' 
               good, buddy, you're gonna make it...

     One orderly massages the heart. Another is popping a plasma 
     bag, ready to insert the needle, when the body starts 
     convulsing.

                           ORDERLY
               Downstairs - let's go!

     Quickly the gurney is elevated, wheeled out of the room, 
     with cops rushing forward to open the doors, help push, SWAT 
     men are running by in the hall, automatic rifles at the 
     ready...

                                                          CUT TO:

77   INT. THE ELEVATOR - DESCENDING - NIGHT                        77   

     Sgt. Tate, riding down with Jacobs, has his radio out.

                           SGT. TATE
                    (into mike)
               Ten-four, Lieutenant. I'm on the 
               elevator, bringing it down. Pembry
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 102


                           SGT. TATE (CONT'D)
               and Boyle are both cleared, top three 
               floors secured, main stairwell 
               secured.  He's somewhere on -

     A spot of blood falls on his cheek. He and Jacobs stare at 
     each other. Another spot hits his shoulder. They look up.

     THEIR POV -

     Blood is dripping slowly from the corner of the service hatch.

     SGT. TATE

     motions for silence, as both men draw their guns.

                           SGT. TATE (CONT'D)
                    (into mike)
               Uh, we're pretty sure he's somewhere 
               on two, sir... That's all for now, 
               over.

                                                          CUT TO:

78   INT. GROUND FLOOR LOBBY - NIGHT                               78   

     The elevator doors open, and Tate and Jacobs hurry out, 
     stepping quickly to the side. Tate reaches back in and -

     CLOSE ANGLE -

     locks the elevator into position, with its doors open.

     OTHER COPS

     are rushing up to them, curious, as Tate frantically pushes 
     them aside, gesturing for silence.

                           SGT. TATE
                    (whispers)
               He's on the roof of the elevator!

                                                          CUT TO:

79   INT. THIRD FLOOR CORRIDOR - NIGHT                             79   

     Two SWAT officers, PETERSON and KUBELL, turn a key, unlocking 
     and opening this floor's elevator doorway. The shaft is dark.

     Lying prone, they inch up to the edge, Peterson extends a 
     mirror, on a long pole, out into the shaft.

     IN THE MIRROR (DISTORTED BY THE ANGLE) -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 103


     is a distant figure, in a green prison jumpsuit, lying on 
     his stomach, atop the elevator. A shiny revolver is near one 
     hand.

     PETERSON

     whispers into a radio, as Kubell carefully tips an assault 
     rifle, with a flashlight taped to its barrel, over the edge.

                           PETERSON
               I see him... There's a weapon by his 
               hand. He's not moving...

                           RADIO VOICE
               Can you get the drop?

                           PETERSON
               We got the drop.

                           RADIO VOICE
               One warning. Then take him out.

     Peterson nods to Kubell, who switches ON the flashlight, as 
     Peterson shouts down the shaft.

                           PETERSON
               QUINN!! PUT YOUR HANDS ON YOUR HEAD!!

     IN THE MIRROR -

     the green figure shows no movement.

     ANGLE ON THE COPS AGAIN

     as Peterson mutters to Kubell.

                           PETERSON (CONTD.) (CONT'D)
               Put one in his leg.

     VERY CLOSE ON

     the figure below, as Kubell's gunshot ROARS, echoing hugely 
     in the shaft, and a slug rips through the jumpsuited leg.

     The figure doesn't stir.

     PETERSON

     staring down the shaft, raises his mike again.

                           PETERSON (CONT'D)
               No movement.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 104


                           RADIO VOICE
               Okay, Johnny, hold your fire...

                                                          CUT TO:

80   INT. GROUND FLOOR LOBBY - NIGHT                               80   

     A small army of cops is now covering the elevator doorway, 
     from both sides. Tate crouches next to the SWAT COMMANDER.

                           SWAT COMMANDER
                    (into radio mike)
               We're coming into the car, we're 
               opening the hatch. Watch his hands. 
               Any fire will come from us. Affirm?

                           PETERSON'S VOICE
               Got it.

     The SWAT commander hands his radio to another cop, then looks 
     at Tate. A long, tense moment. Then he waves a signal.

     MOVING ANGLE

     as we follow a picked team of four SWAT cops, in full body 
     armor, rushing into the elevator car. Two men move to the 
     corners, aim assault rifles at the ceiling. A third man sets 
     a stepladder in place, and the fourth man, armed with a big 
     Colt, hurries up the ladder and unclips the hatch.

     CLOSE ON

     the service hatch, as the hinged cover drops open, and a 
     body tumbles through, dangling head first, until it's caught 
     at the waist. We see the back of the head.

     SGT. TATE

     shoulders through the SWAT cops for a closer look. He turns 
     towards the SWAT commander, astonished.

                           SGT. TATE
               That's Pembry!

                                                          CUT TO:

81   INT. EMS AMBULANCE - MOVING                                   81   

     In the rear chamber, a young EMS ATTENDANT is braced against 
     the vehicle's sway. Behind him, the stretchered form of his 
     patient, and, through a curtained opening, the driver. SOUND 
     of the siren.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 105


                           ATTENDANT
                    (into radio mike)
               He's comatose, but his vital signs 
               are good. Pressure's 130 over 90... 
               Yeah, 90! Pulse 85...

     Behind him, in slightly BLURRED FOCUS, the bloody figure 
     sits slowly upright...

                           ATTENDANT (CONTD.) (CONT'D)
               His convulsions have stopped, but 
               he's got so much loose skin on his 
               face, it's hard to tell if -

     Suddenly he stops, becoming aware of a strange HISSING. He 
     turns, puzzled...

     THE POCKETKNIFE BLADE -

     in Quinn's fist, flashes high in the air...

                                                          CUT TO:

82   EXT. SIX-LANE FREEWAY - NIGHT (ARC LIGHTS)                    82   

     MOVING ANGLE on the EMS ambulance, as it races along normally, 
     its SIREN blazing, the heavy flow of traffic parting to make 
     way for it. Then suddenly it begins to weave erratically, 
     changing lanes, before drifting dangerously to a full stop, 
     almost sideways. Cars swerve to avoid hitting it, HONKING 
     angrily...

     CLOSER ANGLE

     on the stopped ambulance. After a long, still moment, the 
     windshield wipers come on, incongruously, then stop. Then 
     the SIREN is shut OFF, and the flashers. The ambulance starts 
     rolling again - at first jerkingly, then with increasing 
     speed. We follow it for several more moments, until is passes - 
     and we LINGER on...

     BIG GREEN INTERSTATE SIGN -

     that read "Memphis International Airport / 2 miles."

     CLOSE ANGLE - THROUGH AMBULANCE WINDSHIELD

     Dr. Quinn's face is slowly REVEALED, as he wipes across it 
     with a fistful of gauze, tossing it aside...

                                                     DISSOLVE TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 106


83   EXT. MONTANA PLAIN - DUSK - (IN FLASHBACK)                    83   

     MOVING ANGLE, rushing with dizzy swiftness over the prairie, 
     over waving grasses... a long passage... before we come at 
     last to the girl Clarice, sitting with her lamb, hunched in 
     despair.

     She rises, her face tear-stained, and turns from us. Holding 
     the lamb, she starts back the way she came...

                                                          CUT TO:

84   EXT. COUNTRY DIRT ROAD - NIGHT - BRIGHT MOONLIGHT             84   

     MOVING ANGLE, very rapid, down this road... coming at last 
     to a stopped highway patrol car. Clarice, with her lamb, is 
     standing in the car's headlights. She starts wearily towards 
     the sheriff...

                                                          CUT TO:

85   EXT. RANCH BARNYARD - NEAR DAWN                               85   

     CRANE ANGLE - sweeping rapidly DOWN into the barnyard towards 
     the arriving highway patrol car, as it stops... RUSHING to 
     the little girl as she steps from the car, holding the lamb.

     The dark figure of the rancher ENTERS FRAME. As he roughly 
     takes the lamb from her, we HOLD on a CLOSEUP of her face -
     stunned, blank. She EXITS FRAME...

                                                          CUT TO:

86   EXT. BARN - NIGHT                                             86   

     MOVING ANGLE - Clarice's POV - as she walks towards the open 
     barn doorway... It looms CLOSER... The rancher is revealed, 
     a shadowy figure, pinning the lamb on the killing table. His 
     knife hand sweeps up high, then holds... He turns TO CAMERA, 
     his face breaking into the light - and it is the face of Dr.  
     Quinn. He smiles his terrible smile at the young Clarice...

                                                          CUT TO:

87   INT. FBI DORM - PAY PHONE IN HALLWAY - NIGHT                  87   

     MOVING ANGLE - coming in very CLOSE on the adult Clarice's 
     face - shocked, devastated - as she stands alone by the 
     dangling receiver...

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 107


88   INT. SHOWER STALL - FBI DORM - NIGHT                          88   

     CLOSE ON a shower head, as water suddenly blasts out. Clarice 
     moves INTO SHOT, as she scrubs her face and hair compulsively, 
     almost desperately, unable to get clean...

                           ARDELIA (V.O.)
               They found the ambulance...

                                                          CUT TO:

89   INT. CLARICE'S DORM ROOM - NIGHT                              89   

     Clarice is hunched on her cot, in a bathrobe, her hair wet.  
     The Buffalo Bill case file, a think bundle, rests by her 
     feet.  Ardelia hovers anxiously nearby.

                           ARDELIA (CONTD.)
               In the parking garage at Memphis 
               airport.  The crew was dead. He killed 
               a tourist, too. Got his clothes, 
               cash... By now he could be anywhere.

     Clarice looks up. Her eyes are red-rimmed with exhaustion, 
     and something close to despair. She reads Ardelia's thought.

                           CLARICE
               No. He won't come after me.

                           ARDELIA
               Why not?

                           CLARICE
                    (bitterly)
               It would be rude. And he wouldn't 
               get to ask any more questions...

     Ardelia sits beside her, touches her arm.

                           ARDELIA
               Clarice - you did the best anybody 
               could have for Catherine Martin. You 
               stuck your neck out for her and you 
               got your butt kicked for her and you 
               tried. It's not your fault it ended 
               this way.

                           CLARICE
               The worst part - the thing that's 
               making me crazy - is that Bill is 
               right in front of me. Only I can't 
               see him...
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 108


                           CLARICE (CONT'D)
                    (touching the case 
                    file)
               Quinn said, everything I need to 
               catch him is right here, in these 
               pages...

                           ARDELIA
               Quinn said a lot of things.

                           CLARICE
                    (shakes her head)
               He's here, Ardelia.

     Ardelia stares back at her. SOUND UPCUT - the low throb of a 
     washing machine...

                                                          CUT TO:

90   INT. LAUNDRY ROOM - ACADEMY DORM - NIGHT (VERY LATE)          90   

     Clarice has spread out the case file across two washing 
     machines. Ardelia, cross-legged on a dryer, studies another 
     pile of forms. Nearby is their laundry basket, detergent 
     box.

                           ARDELIA
                    (surprised)
               Hey, is this Quinn's handwriting?

     She holds up the map, with its location markings for the 
     kidnapping and body dump sites. Clarice takes it, looks.

     INSERT - THE MAP -

     with newly inked words in Dr. Quinn's precise, elegant hand.

                           DR. QUINN (V.O.)
               Clarice, doesn't this random 
               scattering of sites seem overdone to 
               you?  Doesn't it seem desperately 
               random - like the elaborations of a 
               bad liar?  At... Gideon Quinn.

     NEW ANGLE - TWO SHOT

     as Clarice looks up at Ardelia, puzzled but excited.

                           CLARICE
               "Desperately random." What does he 
               mean?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 109


                           ARDELIA
               Not random at all, maybe. Like there's 
               some pattern here...?

                           CLARICE
               But there is no pattern. There's no 
               connection at all among these places, 
               or the computers would've nailed it! 
               They're even found in random order.

                           ARDELIA
               Well, except for the one girl.

                           CLARICE
                    (beat)
               What girl?

                           ARDELIA
               The one that was weighted down. Where 
               is she...? Fred something.

     They search among the inserts. Clarice finds the graduation 
     photo.

                           CLARICE
               Fredrica Bimmel, from Belvedere, 
               Ohio.  The first girl taken, but the 
               third body found... Why?

                           ARDELIA
               'Cause she didn't drift. He weighted 
               her down.

                           CLARICE
               But why? He didn't weight the others.

     Clarice moves, on fire, unable to keep still.

                           CLARICE (CONT'D)
               The first, what the hell did Quinn 
               say about... "First principles," he 
               said.  Simplicity... What does this 
               guy do, he "covets." How do we first 
               start to covet? "We covet what we 
               see - "

     She stops, turns. She grabs the photo of Fredrica from 
     Ardelia, stares at it. She looks up, trembling.

                           CLARICE (CONT'D)
               "- every day."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 110


                           ARDELIA
                    (softly)
               Hot damn, Clarice.

                           CLARICE (V.O.)
               He knew her...!

                                                          CUT TO:

91   INT. FBI BUILDING - OFFICE OF THE DIRECTOR - DAY              91   

     Clarice and Campbell are seated in front of Director Burke, 
     who's at his desk. Another chair is empty, because Krendler 
     is pacing. All four are nearing their boiling points.

                           CLARICE
               Maybe he lives in this, this 
               Belvedere, Ohio, too! Maybe he saw 
               her every day, and killed her sort 
               of spontaneously.  Maybe he just 
               meant to... give her a 7-Up and talk 
               about the choir. But then -

                           KRENDLER
               Starling -

                           CLARICE
               But then he had to cover up, make 
               her seem just like all the rest of 
               them.  That's what Quinn was hinting!

                           KRENDLER
               The market in Quinn hints is way 
               down, today, okay? I've got two good 
               men dead in Memphis, and three 
               civilians. I've got -

                           CAMPBELL
               Who the hell's fault is -

                           KRENDLER
               - a U.S. Senator who's half out of 
               her head because her daughter's going 
               to be murdered today! And all because 
               of your mind games with fucking Quinn!

                           CAMPBELL
               If you hadn't interfered, he'd still 
               be in custody in Baltimore!

                           BURKE
               Ray -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 111


                           KRENDLER
               You sent in a green recruit, with a 
               phony goddamn offer -

                           CAMPBELL
               You're just trying to cover your ass 
               for letting him escape!

                           BURKE
               THAT'S ENOUGH! All of you...

     A long silence, as they all struggle to regain composure.

     Campbell, who was at the point of striking Krendler, finally 
     retakes his seat. Burke looks sadly at Campbell and Clarice.

                           BURKE (CONTD.) (CONT'D)
                    (very reluctantly)
               Starling, I'm afraid I have no choice.  
               You're suspended from the Academy.
                    (Campbell starts to 
                    interrupt)
               Not another word!
                    (to Clarice)
               This is pending a reevaluation of 
               your fitness for the service. I 
               promise you'll get a fair hearing.
                    (pause)
               Ray... you're ordered to take 
               compassionate leave. You'll spend 
               the rest of the day briefing the 
               AG's office, then transfer command 
               of the task force, effective by 1800 
               hours.
                    (beat)
               I'm sorry, Ray... Go home. Take care 
               of Bella.

     Clarice and Campbell stare back at him, drained. A long and 
     very painful silence. Not even Krendler looks happy.

                                                          CUT TO:

92   EXT. SIDEWALK OUTSIDE FBI BUILDING - DAY                      92   

     Clarice and Campbell walk out slowly, stand there a moment, 
     not knowing what to say, not wanting to face each other.

                           CLARICE
               All his victims are women... His 
               obsession is women, he lives to hunt 
               women. But not one women is hunting 
               him - except me. I can walk in a
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 112


                           CLARICE (CONT'D)
               woman's room and know three times as 
               much about her as a man would.
                    (beat)
               I have to go to Belvedere.

                           CAMPBELL
               You heard them. I don't have that 
               authority anymore.

                           CLARICE
               You do until six p.m.

     He stares at her sadly. He looks, for the first time, 
     defeated, old beyond his years.

                           CAMPBELL
               Ohio is cold ground. Picked over, 
               ten months ago. Our people worked 
               it, so did the locals.

                           CLARICE
               But not from this angle. Not thinking 
               he knew her. You've got to send me!

                           CAMPBELL
               I'm Bureau for 28 years, Starling. I 
               won't disobey orders, not even now.

                           CLARICE
               But I just became a private citizen.  
               Can go anywhere I want to.

                           CAMPBELL
               With ID and a gun...? Impersonating 
               a federal agent is a felony.

                           CLARICE
               He's going to kill her, Mr. Campbell.  
               His morning, or maybe at noon, but 
               today, and Belvedere's our last 
               chance.  I'm flying there, right 
               now, unless you stop me. You want my 
               ID?  Here - take it...

     He stares at her, a long moment. Catherine's life. Clarice's 
     passion, and future. His loyalty to the Bureau. Call it.

                           CAMPBELL
                    (pulls out his wallet)
               There's about $300 here... And a 
               hotline code number. They'll patch 
               you through to me, wherever I am.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 113


     She raises her hand to him. She wants to touch him face, or 
     his neck, but can't. Finally she takes his money and card.

                           CLARICE
               Thank you.

     He watches, frightened for both of them, as she backs away, 
     smiles, then turns, racing towards the surveillance van.

     SOUND UPCUT - the scratchy recording of Fats Waller SINGING, 
     as we...

                                                          CUT TO:

93   INT. MR. GUMB'S CELLAR - DAY (DIM LIGHT)                      93   

     CLOSE ON the needle of the Victrola, on the spinning record, 
     as Mr. Gumb's fingers lift away. MUSIC continues in b.g.

                           MR. GUMB (O.S.)
                    (calling out)
               Preeeeecious...!

     CLOSE ON the moth cage, as Mr. Gumb's fingers search through 
     the humus, and find a plump new cocoon, lifting it out. The 
     door of the cage is left open, and one or two of the adult 
     moths flutter out.

                           MR. GUMB (CONTD.,O.S.) (CONT'D)
               Precious, come on Precious! Busybusy 
               day today...

     CLOSE ON a clean towel, beside the sink. The cocoon is gently 
     placed in readiness alongside four shiny skinning knives.

                           MR. GUMB (CONT'D)
               Momma's gonna be sooo beautiful!

     CLOSE ON a stainless steel Colt Python, with a six-inch 
     barrel, as the cylinder is spun, and the hammer gets a 
     practice cock. The metallic CLICK is deep and loud. A note 
     of alarm has entered Mr. Gumb's voice.

                           MR. GUMB (O.S.) (CONT'D)
               You come here this minute, you little 
               scamp!

     LOW ANGLE on Mr. Gumb, wearing the kimono, as he walks through 
     his sewing workroom. His back is to us; he is looking 
     anxiously under the furniture. He stops, straightens. 
     Genuinely scared.

                           MR. GUMB (CONT'D)
               Precious...?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 114


     LOW ANGLE - OVER THE PIT OPENING -

     towards Mr. Gumb, as he stops at one of the doorways of the 
     oubliette chamber. He stares inside; his face in shadows.

                           MR. GUMB (CONT'D)
               Sweetheart...?

     From the distant bottom of the pit, we hear Catherine's voice.

                           CATHERINE (O.S.)
               She's down here you sack of shit.

     Mr. Gumb's fist flies to his mouth, and he sags against the 
     doorframe. A little groan escaped him; the dog answers with 
     a series of YIPS.

     UPWARD ANGLE, FROM THE PIT BOTTOM

     as Mr. Gumb's dark shape leans cautiously over the edge.

                           MR. GUMB
               Precious, are you all right?

     REVERSE ANGLE ON CATHERINE -

     crouched to one side, clutching the dog to her chest. Seeing 
     Mr. Gumb, the dog squirms frantically, BARKING.

                           CATHERINE
               Get me a telephone. Lower it down to 
               me. Do it now, mister! I don't want 
               to have to hurt this little dog.

     UPWARD ANGLE

     on Mr. Gumb, as, with a cry of fury, he whips the Colt from 
     inside his kimono. The muzzle gleams as he takes aim.

     CATHERINE

     yanks the dog up, into his line of fire, screaming at him,.

                           CATHERINE (CONT'D)
               You shoot motherfucker you better 
               kill me quick or I'll break her 
               fucking neck, I swear to God!

                           MR. GUMB (O.S.)
                    (wails)
               Nooooooo!

     Tucking the dog under one arm, she grabs its muzzle, twisting 
     the head. The dog WHINES piteously.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 115


                           CATHERINE
               Back off, you son of a bitch! Back 
               off!

     UPWARD ANGLE

     as Mr. Gumb cries out again - a terrible, inarticulate scream 
     of rage and anguish. But then he slowly lowers his gun.

     REVERSE ANGLE

     on Catherine, as she maintains her grip.

                           CATHERINE (CONT'D)
               That's better... Now get me a live 
               telephone. Get a long extension and 
               lower is down here... And you better 
               do it fast, too, 'cause I think her 
               leg's broken. She's in pain, mister, 
               she need a vet.

     MR. GUMB

     stares down at her, a long beat, breathing heavily.

                           MR. GUMB
               You think she's in pain? You don't 
               know what pain is. But you're going 
               to find out...

     And abruptly he vanishes. SOUND of his footsteps, rushing 
     off.

     CATHERINE

     begins shaking, hands and arms twitching uncontrollably. She 
     hugs the little dog tight to her chest, buries her face in 
     its fur, sobbing...

                                                     DISSOLVE TO:

94   EXT. RESIDENTIAL STREET - BELVEDERE, OHIO - DAY               94   

     HIGH ANGLE as a rented sedan pulls up to the curb, stops. 
     After a moment Clarice climbs out, a bit stiffly. Double-
     checking this address, she glances up from a folded street 
     map to -

     AN OLD, THREE-STORY WOODEN HOUSE

     in a row of similarly shabby homes, all backing onto a narrow 
     river. A path of boards, laid over mud, leads back along

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 116


     this house towards the brown water. SOUND of hammering from 
     there.

                                                          CUT TO:

95   EXT. BIMMEL HOUSE - BACK YARD - DAY                           95   

     An awesome huddle of pigeon coops sprawls by the brackish 
     water.

     The birds' COOING mixes with the HAMMERING. A tall, gaunt 
     man in a knit cap is obsessively pounding nails into a new 
     coop.

     CLARICE

     approaches him, and the man lowers his hammer. He has red-
     rimmed eyes of watery blue. His face is deeply seamed.

                           CLARICE
               Mr. Bimmel...?

     He stares back at her, warily.

                                                          CUT TO:

96   INT. BIMMEL HOUSE - STAIRCASE - DAY                           96   

     HIGH ANGLE - LOOKING DOWN - as Mr. Bimmel leads Clarice up a 
     steep flight of steps. The banister is worn, sags a bit.

                           MR. BIMMEL
               I don't know nothin' new to tell ya.  
               The police been back here so many 
               times already... Fredrica went into 
               Columbus on the bus to see about a 
               job. She left the interview o.k. She 
               never come home.

     Clarice pauses, at the landing, to look at a framed photo: 
     the familiar graduation portrait. Others pictures show 
     Fredrica as a young girl, toddler, infant - plump and hopeful 
     at each age.

                           MR. BIMMEL (CONTD.) (CONT'D)
               Her room's how she left it. Just 
               shut the door when you're done.

                                                          CUT TO:

97   INT. FREDRICA'S BEDROOM - DAY                                 97   

     CLARICE'S POV - MOVING SLOWLY - as she takes in flowery chintz 
     curtains... posters of Madonna and Blondie... a twin bed,

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 117


     with worn, stuffed animals on the pillow... . a big sewing 
     machine in the corner.

     CLARICE

     turns, absorbing nuances. There is loneliness here, an echo 
     of desperation under this steeply pitches ceiling. A shrill 
     MEOW, and she looks down...

     A BIG TORTOISESHELL CAT

     is rubbing against her ankles.

                           CLARICE
               picks up the cat, scratches behind 
               his ears. She glances up.

     IN A FULL-LENGTH MIRROR -

     she and the cat stares back at their own reflection...

                                                          CUT TO:

     Clarice, sitting at the desk, turns the pages of a high school 
     yearbook. The cat is curled on her lap...

                                                          CUT TO:

     Clarice, kneeling by the old Decca record player, flips 
     through LPs and singles. The cat has wandered off...

                                                          CUT TO:

     Clarice pulling a string to light up the closet. She is 
     surprised and intrigued to see an extensive wardrobe, groaning 
     from the rod. A shelf above the rod is stacked high with 
     sewing supplies, in clear plexiboxes. She flips through the 
     hanging clothes, pulls out one dress, on its hanger, for a 
     closer look.

     THE DRESS

     is very big, to fit Fredrica, but beautifully cut. Some of 
     the seams still look unfinished. She turns it around, sees a 
     blue tissue dressmaker's pattern still pinned to the back.

     FAVORING THE SEWING MACHINE -

     as Clarice turns, looks towards it. She hangs the dress on 
     the closet door knob, crosses to sit at the machine. She 
     takes off its dust cover. She runs one hand over the cool 
     metal, as a taunting memory forms in her mind.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 118


                           DR. QUINN (V.O.)
               Billy wants to change, too, Clarice.  
               But there's the problem of his size, 
               you see...

     She turns, looks again at the unfinished dress. Suddenly she 
     straightens, her attention riveted by something...

     CLARICE'S POV -

     On the printed pattern, down at the lower back of the outlined 
     dress, are two bold black triangles. We RUSH CLOSER to these 
     shapes, before jumping back to -

     CLARICE

     who stares at them, starting to tremble.

                           DR. QUINN (V.O.) (CONT'D)
               Even if he were a woman, he'd have 
               to be a big one...

     IN FLASHBACK -

     those missing triangles of skin on the dead girl's back, in 
     the funeral home in West Virginia...

     CLOSE ON CLARICE

     as she jumps to her feet, with a fierce joy.

                           CLARICE
               Sewing darts. You bastard.

                                                          CUT TO:

98   INT. BIMMEL PARLOR - DOWNSTAIRS - DAY                         98   

     Clarice paces, in an exuberant rush, amidst the worn 
     furniture.

                           CLARICE
                    (into phone)
               He's making himself a "woman suit," 
               Mr. Campbell - out of real women! 
               And he can sew, this guy, he's really 
               skilled.  A dressmaker, or a tailor -

                           =CAMPBELL (V.O.)
               Starling -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 119


                           CLARICE
               That's why they're all so big - 
               because he needs a lot of skin! He 
               keeps them alive to starve them awhile - 
               to loosen their skin, so that -

                           CAMPBELL (V.O.)
               Starling, we know who he is! And 
               where he is. We're on our way now.

                           CLARICE
                    (pause; surprised)
               Where?

                                                          CUT TO:

99   INT. FBI TURBOJET - FLYING - DAY                              99   

     Campbell sits at a communications console, with Burroughs, 
     in headphones, by his side. This forward section of the cabin 
     is crammed with hi-tech equipment, all lit up and WHIRRING. 
     Through a window we see clouds, part of the jet's wing.

                           CAMPBELL
                    (into speaker phone)
               Calumet City, edge of Chicago. I'll 
               be on the ground in 45 minutes with 
               the Hostage Rescue Team. I'm back in 
               charge, Starling. He's mine.

     INTERCUTTING -

     as Clarice reacts; her happiness for Campbell is tinged with 
     disappointment at being so suddenly out of the hunt.

                           CLARICE
                    (on phone)
               Sir, that's great news. But how -

                           CAMPBELL
               Johns Hopkins finally came up with a 
               name for us. We fed him into Known 
               Offenders, and he came up cherries.
                    (takes a paper from 
                    Burroughs)
               Subject's name is "Jamie Gumb," AKA 
               "John Grant." Quinn's description 
               was accurate, he just lied about the 
               name.

     INSIDE THE JET - MOVING ANGLE -

     from the rear of the cabin forward, as we slowly PASS the 
     twelve-man HRT. They're seated in full gear, hardshell armor,

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 120


     quietly checking and rechecking their bulging cases of weapons - 
     silencer automatics, shotguns, stun grenades...

                           CAMPBELL (CONT'D)
               This Gumb's a real beauty. Slaughtered 
               both his grandparents when he was 
               twelve, and did nine years in juvenile 
               psychiatric. Where, Starling, he 
               took vocational rehab, and learned a 
               useful trade...

     INTERCUTTING -

                           CLARICE
               Sewing...

                           CAMPBELL
               Take a bow. Customs had some paper 
               on his alias. They stopped a carton 
               two years ago at LAX - live 
               caterpillars from Surinam. The 
               addressee was "John Grant." Calumet 
               Power & Light's given us two possible 
               residences under that alias.  We're 
               hitting one, Chicago SWAT's taking 
               the other.

                           CLARICE
                    (eagerly)
               Chicago's only about 400 miles from
               here. I could be there in -

                           CAMPBELL
               No, Starling, there isn't time. And 
               you've still got crucial work to do 
               in Ohio. We want him for murder, not 
               kid-napping. I'm counting on you to 
               link him to the Bimmel girl, before 
               he's indicted.

     Clarice tries hard to swallow her disappointment.

                           CLARICE
               Yes sir... I'll do my best.

                           CAMPBELL
                    (pause; gently)
               Starling - you've earned back your 
               place in the Academy. We never 
               would've found him without you, and 
               nobody's ever going to forget that. 
               Least of all me.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 121


                           CLARICE
               Yes sir. Thank you, sir...

     CAMPBELL

     switches off, feeling bad for her. On the console near him, 
     the fax machine starts to CHATTER. He turns, looks.

                           BURROUGHS (O.S.)
               Here he comes, Ray.

     CLOSE ON

     an emerging sheet, as Gumb's face is printed out. We see 
     just his hair, then the top of his forehead, before we...

                                                          CUT TO:

100   EXT. BIMMEL BACK YARD - DAY                                 100   

     Clarice walks slowly across the yard, absorbing all this 
     news, before suddenly leaping into the air and pumping her 
     fist in triumph, with a happy yelp. Then she sees -

     MR. BIMMEL

     staring at her in surprise. He sits by his coops, smoking.

     CLARICE

     somewhat embarrassed, crosses over to him.

                           CLARICE
               Mr. Bimmel... did Fredrica ever 
               mention a man named Jamie Gumb, from 
               Calumet City? Or John Grant?
                    (He shakes his head)
               Did she know any men that sew?

                           MR. BIMMEL
               She sewed for everybody. Stores, 
               ladies, whatever. I don't know about 
               men.

                           CLARICE
               Who was her best friend, Mr. Bimmel?  
               Who'd she hang out with?

                                                          CUT TO:

101   EXT. AN ISOLATED RUNWAY - O'HARE AIRPORT - DAY              101   

     The FBI turbojet is parked, its gangway down. Campbell, Bur-

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 122


     roughs, and the HRT squad, carrying their bags of weapons, 
     CLATTER rapidly down the metal steps...

                           STACY (V.O.)
               Freaked me out. Get your skin peeled 
               off, is that a bummer...?

                                                          CUT TO:

102   INT. SAVING & LOAN - BELVEDERE - DAY                        102   

     STACY HUBKA - short, perky, early 20's - sits nervously at 
     her desk, talking to Clarice, who jots in her notebook.  In 
     the b.g. beyond them, bank tellers, lines of waiting 
     customers, MUZAK.

                           STACY (CONTD.)
               They said she was just rags, like 
               somebody -

                           CLARICE
               Stacy, did Fredrica ever mention a 
               man named Jamie Gumb? Or John Grant?
                    (Stacy shakes her 
                    head)
               Do you think she could've had a friend 
               you didn't know about?

                           STACY
               No way. She had a guy, I'da known, 
               believe me. Sewing was her life, she 
               was really great at it. Poor Freddie.

                           CLARICE
               Did you ever work with her?

                           STACY
               Oh sure, me'n Pam Malavesi used to 
               help her do alterations for old Mrs. 
               Lippman.

     Lots of people worked for her, she had the business from all 
     these retail stores?

     But she was like, totally old, it was more'n she could handle.

                           CLARICE
               Where does Mrs. Lippman live? I'd 
               like to talk to her.

                           STACY
               She died. She went to Florida to 
               retire, like two years ago? She died 
               down there.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 123


     Clarice reacts, disappointed at the ending of this trail.

                           STACY (CONT'D)
                    (beat; shyly)
               Is that a pretty good job, FBI agent?

                           CLARICE
               I think so.

                           STACY
               You get to travel around and stuff?  
               I mean, better places then this?

                           CLARICE
               Sometimes you do.

                           STACY
               Freddie was so happy for me when I 
               got this job. This - toaster 
               giveaways, and Barry Manilow on the 
               speakers all day - she thought this 
               was really hot shit.  What did she 
               know, big dummy...

     Suddenly she's fighting tears. Clarice reaches to hug her.

                                                          CUT TO:

103   EXT. RESIDENTIAL STREET - CALUMET CITY, ILLINOIS - DAY      103   

     WIDE ANGLE on what appears to be, at first, a calm, ordinary 
     neighborhood of working class two- and three-story houses. 
     But the street is strangely quiet, deserted. After a few 
     moments, we become aware of movement - armed, dark-clad 
     figures creeping swiftly and in silence from shrubs to garage 
     corners, from parked cars to porches, appearing and then 
     disappearing...

                                                          CUT TO:

104   INT. MR. GUMB'S CELLAR - DAY (DIM LIGHT)                    104   

     CLOSE ON Mr. Gumb, as he settles a big pair of infra-red 
     night-vision goggles over his eyes. Moths flutter past his 
     face. His mouth is set in a grim line...

                                                          CUT TO:

105   EXT. STREET IN CALUMET CITY - FRONT YARD - DAY              105   

     An HRT cop, prone beneath a hedge, is joined by a 2nd HRT 
     Cop, who throws himself to the grass beside him. They both 
     take aim with their scoped rifles at -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 124


     TELEPHOTO ANGLE (WITH RIFLE CROSSHAIRS) -

     The front door of a big, nearby, split-level house...

                                                          CUT TO:

106   INT. MR. GUMB'S CELLAR - DAY (DIM LIGHT)                    106   

     CLOSE ON a fuse box, as Mr. Gumb reaches in, flips a switch.

     The lights go out. SOUND of a second switch, and the cellar 
     is bathed in a green glow...

                                                          CUT TO:

107   EXT. STREET IN CALUMET CITY - NEIGHBOR'S HOUSE - DAY        107   

     A little boy, riding his tricycle in his driveway, is suddenly 
     startled to find himself staring into the grim face of -

     MEMBER OF THE HRT -

     crouched by his garage, armed to the teeth. As the little 
     boy starts to cry, the cop pulls him into the shadows, 
     covering his mouth.

                                                          CUT TO:

108   INT. MR. GUMB'S CELLAR - DAY (GREEN LIGHT)                  108   

     Mr. Gumb, in his kimono and goggles, creeps silently through

     his workrooms - knees bent, painted toes places ever so 
     delicately, the Colt held aloft - as more moths flutter past 
     him in the eerie light...

                                                          CUT TO:

109   EXT. STREET IN CALUMENT CITY - DAY                          109   

     A florist's van turns the corner, comes slowly down the street 
     and stops at the curb in front of the split-level. The driver, 
     in a gray deliveryman's uniform and cap, climbs out of the 
     cab, walks briskly to the panel door, on the street side of 
     the van, and slides it open. He leans in, comes out with a 
     long, thin red-ribboned floral box, starts calmly towards 
     the house...

                                                          CUT TO:

110   INT. MR. GUMB'S CELLAR - DAY (GREEN LIGHT)                  110   

     MR. GUMB'S POV - MOVING ANGLE - on the top of the oubliette, 
     a glowing green circle in the dark, as it draws closer and

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 125


     closer... and then Catherine comes INTO VIEW, at the bottom 
     of the pit. She is crouched, exhausted, staring straight up 
     at him - but she can't see him in this infra-red darkness.

     Precious is curled into her stomach, asleep. The futon is up 
     to Catherine's waist, but there's a clear shot at her head 
     and neck.

     MR. GUMB -

     looking down at her, smiles...

                                                          CUT TO:

111   EXT. STREET IN CALUMET CITY - SUSPECT'S HOUSE - DAY         111   

     MOVING ANGLE on the "deliveryman," seen from behind, as he 
     mounts three steps to the split-level's front porch. Tucked 
     into the small of his back if a 9 mm. automatic.

     CAMPBELL AND BURROUGHS

     have slipped out of the van, and are crouched behind it now, 
     with drawn guns, watching tensely as -

     THE "DELIVERYMAN"

     settles the floral box in the crook of his left arm, reaches 
     out with his right hand towards the buzzer...

                                                          CUT TO:

112   INT. MR. GUMB'S CELLAR - DAY (GREEN LIGHT)                  112   

     Slowly, savoring the moment, Mr. Gumb aims the big Colt, 
     which is already cocked, using both hands... He is just about 
     to squeeze the trigger, when we hear his DOOR BUZZER, 
     surprisingly loud and close by. He turns, startled, and sees -

     DUSTY BLACK METAL BOX - the extension buzzer, mounted high 
     on the wall, which is making the hideous, grating JANGLE. It 
     finally stops, but not before waking Precious, who starts 
     frantically BARKING, O.S., as -

     MR. GUMB

     raises his gun again, spinning back towards -

     HIS POV - THE PIT BOTTOM - where Catherine, hearing but still 
     not seeing him, quickly yanks the futon over both herself 
     and the dog. Instantly the two of them become one squirming, 
     indistinguishable mass.

     MR. GUMB

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 126


     bites his lip, his aim wavering, as he can't decide where to 
     safely place his shot. The maddening BUZZER sounds again, 
     even more insistently, and he cries out with frustration and 
     fury.

     But as the BUZZER continues, he reluctantly uncocks his gun, 
     looking up angrily towards his front door...

                                                          CUT TO:

113   INT. MR. GUMB'S FRONT DOOR - DAY                            113   

     The door opens, on a chain, and Clarice peers in, smiling.

                           CLARICE
               Good afternoon... I wonder if you 
               could help me. I'm looking for Mrs. 
               Lippman's family?

     Mr. Gumb frowns out at Clarice. For the first time ever, we 
     get a well-lit view of his bland, pale-eyed moon of a face.

                           MR. GUMB
               They don't live here anymore.

                                                          CUT TO:

114   EXT. FRONT DOOR OF SUSPECT'S HOUSE - CALUMET CITY           114   

     The "deliveryman" yanks a 12 lb. sledgehammer from the floral 
     box, swings it with all his might against the door knob, 
     blowing it through as -

     MOVING ANGLE

     Campbell and Burroughs race towards the door, guns up...

                                                          CUT TO:

115   EXT. MR. GUMB'S FRONT DOOR - DAY                            115   

     Mr. Gumb starts to close the door, only to have Clarice push 
     back against it, politely but firmly. She holds up her ID.

                           CLARICE
               Excuse me, but I really do need to 
               talk to you. This was Mrs. Lippman's 
               house. Did you know her?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 127


                           MR. GUMB
                    (beat)
               Just briefly. What's the problem, 
               Officer?

                                                          CUT TO:

116   INT. SUSPECT'S HOUSE - CALUMENT CITY - DAY                  116   

     A bedroom window disintegrates as a flash grenade is shot 
     through it, EXPLODING on the floor. An instant later, a black-
     clad HRT cop dives through the shattered glass, rolls across 
     the floor, comes up on one knee swiveling his sawed-off 
     shotgun...

                                                          CUT TO:

117   EXT. MR. GUMB'S FRONT DOOR - DAY                            117   

     Clarice and Mr. Gumb, still eyeing each other through the 
     door crack...

                           CLARICE
               I'm investigating the death of 
               Fredrica Bimmel. Who are you, please?

                           MR. GUMB
               Jack Gordon.

                           CLARICE
               Mr. Gordon, did you know Fredrica 
               when she worked for Mrs. Lippman?

                           MR. GUMB
               No. Wait... Was she a great, far 
               person?  I may have seen her, I'm 
               not sure...

                                                          CUT TO:

118   INT. SUSPECT'S HOUSE - CALUMET CITY - DAY                   118   

     MOVING ANGLE as Burroughs moves quickly down a hallway and 
     enters the living room, where Campbell is standing, with his 
     gun held down by his side, surrounded by several other cops.

     Burroughs shakes his head: Nothing here...

                                                          CUT TO:

119   INT. MR. GUMB'S FRONT HALLWAY - DAY                         119   

     Mr. Gumb glances briefly over his shoulder, towards his 
     kitchen, then turns back to Clarice with a smile.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 128


                           MR. GUMB
               Mrs. Lippman had a son, maybe he 
               could help you. I have his card 
               somewhere.  Do you mind stepping 
               inside, while I looks for it?

                           CLARICE
               Thanks.

     ANGLE FAVORING THE COLT PYTHON

     which rests on a counter, just inside the open kitchen 
     doorway.

     THROUGH this doorway, we watch as Mr. Gumb, at the end of 
     his front hall, slips the chain. Clarice enters, closing the 
     door behind her.

                                                          CUT TO:

120   EXT. FRONT YARD OF SUSPECT'S HOUSE - CALUMET CITY - DAY     120   

     MOVING ANGLE - towards the front door, as frustrated HRT 
     cops file out of the empty house, rifles slung across their 
     shoulders.

     WE PICK OUT CAMPBELL -

     walking across the grass towards the van, when all at once 
     he stops in his tracks, shaken by a sudden flash of intuition.

     CAMERA RUSHES VERY CLOSE

     on his stricken face...

                           CAMPBELL
               Clarice.

                                                          CUT TO:

121   INT. MR. GUMB'S PARLOR - DAY                                121   

     Clarice, pulling her notebook from her shoulder bag, glances 
     around the musty-looking room.

                           MR. GUMB (O.S.)
               That horrible business, I shiver 
               every time I think about it...

     Overstuffed furniture, porcelain figurines. One archway onto 
     the front hall, another onto a dining alcove, and through 
     there, the kitchen. Mr. Gumb is crossing to a rolling desk, 
     raising the top. He bends over, begins poking through cubby 
     holes. His tone is casual, neutral.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 129


                           MR. GUMB (CONT'D)
               Are they close to catching somebody, 
               so you think?

                           CLARICE
               I think we may be, yes.

     Mr. Gumb stiffens, almost imperceptibly. His back is to her, 
     as he continues opening drawers, rustling papers.

                           CLARICE (CONT'D)
               Mr. Gordon, did you take over this 
               place after Mrs. Lippman died?

                           MR. GUMB
               Yes. I bought the house from her, 
               two years ago.

                           CLARICE
               Did she leave any records here? Tax 
               or business records? Maybe a list of 
               employees?

     CLOSE ON MR. GUMB'S BACK

     as he continues his rummaging.

                           MR. GUMB
               No, nothing at all. Has the FBI 
               learned something?  Because the police 
               here don't seem to have the first 
               clue...

     Out of the folds of his kimono crawls a Death's-head Moth. 
     It creeps slowly to the center of his back, raising its wings.

                           MR. GUMB (CONT'D)
               Do you have his description yet, or 
               some fingerprints...?

     CLARICE -

     unaware, is still glancing around the room. For several 
     agonizing moments, we think she won't see the moth - but 
     then she turns, does see it, and her eyes freeze. A beat of 
     pure fear.

     A tremendous struggle to keep her voice calm.

                           CLARICE
               No... no, we don't.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 130


     Very carefully, she drops her notebook back into her bag, 
     lowers the bag to the floor. With her fingertips she brushes 
     back the edge of her blazer, loosening its drape.

     MR. GUMB

     turns back towards her cheerfully, holding out a business 
     card.

                           MR. GUMB
               Ahhh. Here's that number.

     CLARICE

     keeps her distance. They are about ten feet apart.

                           CLARICE
               Good, thank you. Mr. Gordon, do you 
               have a phone I can use?

     MR. GUMB

     is about to reply when the moth suddenly flies up from behind 
     him, flutters past his face. He turns, looking at it. He 
     looks back at Clarice, his mouth still open.

     HER EYES

     are unmoving, locked on his.

     HIS EYES

     stare back at her, widen. And they know each other.

                           MR. GUMB
                    (softly)
               In the kitchen. I'll show you.

     CLARICE

     whips her gun out, gripping it in both shaking hands.

                           CLARICE
               Freeze!

     MR. GUMB

     slowly tilts his head to one side, smiles at her.

     CLARICE

     tries to force more authority into her voice.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 131


                           CLARICE (CONT'D)
               Okay... Okay, Mr. Gumb, you're under 
               arrest. Down on the floor, hands and 
               legs spread, move it.

     MR. GUMB

     turns, then all at once, in two quick steps, he is gone, 
     disappearing into his dining alcove, then kitchen.

     CLARICE

     hesitates, just a split second, to shoot him in the back -
     and then it's too late.

                           CLARICE (CONT'D)
               Shit!

                                                          CUT TO:

122   INT. MR. GUMB'S KITCHEN - DAY                               122   

     Clarice hurries inside, moving low, swivelling her gun.

     HER POV - MOVING -

     The kitchen is empty. To one side, a door still shuddering 
     on its hinges...

     CLARICE

     rushes to this - pauses - then elbows the door aside, aiming

     her gun down -

     AN EMPTY STAIRWELL -

     brightly lit, leading to the cellar. Two doors facing the 
     bottom, both open. No sign of Mr. Gumb.

     CLARICE

     hates this, hates this, which door, it's a trap, what to do:

     she is very scared, but suddenly hears -

     ANGLE OF THE STAIRWELL AGAIN -

     the distant SCREAM of Catherine Martin, somewhere down there 
     in that killing maze.

     CLARICE

     rushes through the doorway, and down the stairs.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 132


     BEHIND HER, ON THE KITCHEN COUNTER

     there's an empty space; the Colt Python is gone.

                                                          CUT TO:

123   INT. MR. GUMB'S CELLAR - DAY                                123   

     MOVING ANGLE - WITH CLARICE - hurrying down the steps. More 
     SCREAMS; they seem to be coming from the left door.  Clarice 
     goes that way, entering a brick-walled passage - pipes over-
     head, naked bulbs. The lighting, though dim, is incandescent; 
     Mr. Gumb has switched off his infra-red system. Clarice comes 
     to a T-shaped intersection, stops. Another SCREAM, again to 
     her left, and the BARKING of a dog...

     CLARICE

     follows her gun around the corner, looking right.

     EMPTY PASSAGEWAY -

     but doors opening off it - he could be lurking behind any of 
     them. She looks left... sees an opening onto some kind of 
     chamber. The noises are LOUDER, coming from there.

     CLARICE

     moves cautiously towards this chamber...

                                                          CUT TO:

124   INT. OUBLIETTE CHAMBER - DAY (DIMLY LIT)                    124   

     Clarice moves in, hugging the wall, gun swivelling...

125   HER POV - MOVING -                                          125   

     the open top of the pit... beyond it, the other two doorways, 
     opening onto this room - Jesus, he could come through either 
     one of them, or come up behind her... She moves to the pit, 
     looks down, very briefly, sees Catherine SCREAMING, 
     hysterical, and a little white dog BARKING...

     CLARICE

     kneels, staring up from one door to another, she can't cover 
     them all, she's totally exposed - and what's a dog doing 
     there?

                           CLARICE
               FBI, Catherine, you're safe.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 133


                           CATHERINE
               Safe, SHIT, he's got a gun!  Getmeout.  
               GETMEOUT!

                           CLARICE
               You're all right! Where is he?

                           CATHERINE
               GETMEOUT!

                           CLARICE
               I'll get you out! Just be quiet so I 
               can hear. Shut that dog up.
                    (still swivelling)
               Is there a ladder? Is there a rope?

                           CATHERINE
               IDON'TKNOW! GETMEOUT!!

                           CLARICE
               Catherine. Listen to me. I have to 
               find a rope. I have to leave this 
               room, just for a minute, but -

                           CATHERINE
               NOOOOO! You fucking bitch don't you 
               LEAVE ME down here, DON'TYOU-

                           CLARICE
               Shut UP!
                    (then, louder)
               THE OTHER OFFICERS WILL BE HERE ANY 
               MINUTE!  YOU'RE PERFECTLY SAFE NOW!

     Ignoring Catherine, whose shouts turn to sobs, she backs 
     away, turns, picks one of the other doorways, moves into it 
     quickly.

                                                          CUT TO:

126   INT. NEW PASSAGEWAY - DAY (DIMLY LIT)                       126   

     CLARICE'S POV - MOVING - down this passageway, towards a new 
     room... pausing at the doorway, straining to hear... no sound 
     except Catherine's CRYING, not in the b.g., and Clarice's 
     own

     RAPID BREATHING. Then she crouches - LOWER ANGLE - bursts 
     forward, through the doorframe, sidestepping...

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 134


127   INT. WORKROOM - DAY (DIMLY LIT)                             127   

     Clarice weaves back and forth, half-crouched, gun out, back 
     to the wall. Her face glistens with sweat, as she takes in...

     HER POV - MOVING NERVOUSLY -

     Mr. Gumb's sewing machine... his swivel chair... the old 
     Victrola... Big moths are crashing into the light bulbs, 
     overhead; they're everywhere. Suddenly, from just behind 
     her, a 

     CLICK and a HUM, and -

     CLARICE

     spins, almost shoots, before seeing - SMALL REFRIGERATOR - 
     with its thermostat just switching ON.

     CLARICE

     gasps for breath, fighting for calm. She turns again, slashing 
     her free hand at the moths, moving quickly on...

                                                          CUT TO:

128   INT. SKINNING ROOM - DAY (DIMLY LIT)                        128   

     Clarice moves past the mannequins, all of them naked now...  
     then quickly past the huge Chinese armoire, ready to shoot 
     into it. Its doors yawn open; it is empty except for several 
     padded hangers... She moves on, past the big sink, with its 
     DRIPPING faucet... the counter, with its gleaming knives... 
     the rows of chemical jars. At the end of this room is

     A CLOSED DOOR

     Clarice starts to open it, then hesitates. Looking around, 
     she seizes a wooden chair, wedges it under the door know, 
     sealing off this section of the cellar. With her back thus 
     defended, she turns, softly retracing her steps.

                                                          CUT TO:

129   INT. WORKROOM - DAY (DIMLY LIT)                             129   

     Passing again through the workroom, Clarice pauses, seeing a 
     half-curtained door, to one side, that she had previously 
     skirted. She crosses to the door, listens and hears no sound 
     inside, takes a deep breath and reaches for the knob. She 
     twists it, and, as it turns, shoves hard and follows her gun 
     inside, all in one quick move...

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 135


130   INT. BATHROOM - DAY (BRIGHTLY LIT)                          130   

     An old-fashioned bathroom: tiled floor, sink, toilet - and a 
     big, free-standing tub. An opaque shower curtain, suspended 
     from an oval ring, hides whatever might be inside.

     CLARICE -

     centers her gun on the curtain, at chest height, and yanks 
     it aside with her left hand. No one standing there. Something 
     lower down catches her eye. She leans in, stares more closely, 
     not understanding, at first, that she's seeing -

     FEMALE HAND AND WRIST

     sticking up from the tub, which is filled with hard red-purple 
     plaster. The hand is dark and shrivelled, with pink nail 
     polish and a dainty wristwatch. As -

     CLARICE

     is reacting with horror to this sight, the lights go out, to 
     be replaced, a split-second later, by the eerie green glow 
     of Mr. Gumb's infra-red system. Clarice cries out, turns 
     blindly, reaching for the door, can't find it, free hand 
     clawing desperately into what is, for her, utter darkness. 
     SOUND of Catherine KEENING again, in the far distance. Clarice 
     stumbles, goes to her knees, rights herself, finally clutches 
     the door frame...

                                                          CUT TO:

131   INT. MR. GUMB'S WORKROOM - DAY (GREEN LIGHT)                131   

     Clarice emerges from the bathroom in a half-crouch, arms 
     out, both hands on the gun, extended just below the level of 
     her unseeing eyes. She stops, listens. In her raw-nerved 
     darkness, every SOUND is unnaturally magnified - the HUM of 
     the refrigerator... the TRICKLE of water... her own terrified 
     BREATHING, and Catherine's faraway, echoing SOBS... Moths 
     smack against her face and arms. She eases forward, then 
     stops again, listens...

     She eases forward again, following her gun, and creeps 
     directly in front of, and then past -

     MR. GUMB

     who has flattened himself against a wall, arms spread like a 
     high priest, Colt in one hand. He wears his goggles and 
     kimono, and under that - draping down over his naked arms, 
     like some hideous mantle - his terrifying, half-completed 
     suit of human skins. This is an exquisite moment for him - a 
     ritual of supreme exaltation. He smiles at Clarice as,

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 136


     completely unaware, she moves beyond him, exposing her back. 
     Very slowly and quietly he steps out behind her, taking his 
     gun in both hands, aiming...

     CLOSE ON

     the Colt Python as - in SLOW MOTION - his thumbs cock the 
     hammer, the SOUND registering as a LOUD METALLIC CLICK, and -

     CLARICE

     spins, still in SLOW MOTION, flame already leaping from her 
     gun muzzle, as we see -

     THE TWO FIGURES

     almost at point-black range, guns ROARING hugely, one FLASH 
     from Mr.  Gumb, and onetwothreefour FLASHES from Clarice, 
     overlapping his, and then, as the ECHOES crash deafeningly -

     CLOSE ON CLARICE - LOW ANGLE -

     with NORMAL SPEED RESTORED, as the side of her face hits the 
     floor, and she is gasping, stunned by the noise and flames; 
     there is blood on her check, and an ugly powder burn, but 
     she ignores them, twisting to yank her speedloader from her 
     jacket pocket, locking it blindly onto her gun's cylinder, 
     reloading, right in front of her face, then rolling onto her 
     stomach, aiming her gun upward again, blinking her dazzled 
     eyes, straining to locate him in the darkness... Where is 
     he, where...?

     Then, as the ECHOES finally fade, she hears something else - 
     a tortured, sucking, WHISTLE from perhaps eight feet away...

     MOVING ANGLE - WITH CLARICE

     as she crawls forward, on her elbows, following her gun, 
     until it bumps against Mr. Gumb's shoulder. He is lying on 
     his back, chest a bloody mess. She slides her muzzle against 
     his head, hard, but he doesn't move; another shot isn't 
     needed. He stares upwards, through his goggles, bloody lips 
     working. He tries to speak, but cannot. One hand reaches 
     slowly upwards, the fingers twitching, as if to seize 
     something, overhead... Then a final, ghastly groan, his hand 
     drops, he is dead. Clarice feels for a pulse at his neck, 
     making sure. Then, and only then, does she permit herself to 
     roll over, collapsing onto her back beside him.

     OVERHEAD ANGLE -

     down at the two faces - intimately close together, like lovers 
     on their pillow. Then, as we PULL SLOWLY AWAY, we see that 
     her staring eyes, and his dead gaze, are both locked onto -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 137


     DEATH'S-HEAD MOTH -

     perched on an infra-red bulb, overhead, its wings pumping 
     slowly.

     SOUND UPCUT - wailing SIRENS, many excited VOICES, as we...

                                                     DISSOLVE TO:

132   EXT. MR. GUMB'S HOUSE - DUSK                                132   

     The front porch of the tall Victorian house is bathed in a 
     glare of TV lights, police and ambulance flashers. Cars and 
     vans and even a firetruck choke the street; cops, reporters, 
     EMS workers and curious civilians swarm around the ineffective 
     barricades.

     The BUZZ of their voices goes even higher as

     CLARICE -

     dazed, her face bandaged - comes out of the house, walking 
     protectively beside Catherine, who is wheeled on a gurney.

     They are followed out by uniformed cops, then two firemen 
     with an extension ladder. Catherine, blinking in confusion, 
     is still clutching the little dog, and refuses to give her 
     up even as she's trundled into an ambulance. Clarice sways 
     with exhaustion; everyone seems to be shouting at her at 
     once, pulling her sleeve. She tries to fight free of them, 
     desperate for a familiar face.

     AN OHIO HIGHWAY PATROL CAR

     pulls up, stops, and Campbell climbs out of the back seat. 
     He makes his way anxiously through the press of bodies, 
     stopping when he sees Clarice.

     THEY LOOK AT ONE ANOTHER

     for a long moment, Campbell choked with pride for her, with 
     sorrow for her ordeal, with love, but unable to find any 
     words.

     And then he does.

                           CAMPBELL
               Starling... your father sees you.

     And then all at once she is sobbing, her knees giving way, 
     but he is there to catch her, he is hugging her fiercely. 
     HOLD ON them for a long beat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 138


                           DIRECTOR BURKE (V.O.)
                    (over loudspeaker)
               Congratulations! You are now officers 
               of the Federal Bureau of 
               Investigation...

                                                     DISSOLVE TO:

133   EXT. GROUNDS OF THE FBI ACADEMY - WEEKS LATER - DAY         133   

     The forty members of Clarice's class, resplendent in their 
     best dark suits and dresses, rise, cheering themselves, then 
     turn happily to wave to their audience, as APPLAUSE mounts.

     Beyond them, on a gaily tented platform, the Director stands 
     behind his podium.

     CLARICE AND ARDELIA

     look at one another solemnly. Ardelia holds up both fists, 
     in a power shake, and Clarice taps them with her own.  She 
     is radiantly beautiful in a navy dress and pearls, the thin 
     scar on her cheek almost healed. Ardelia turns, waving towards 
     the crowd, the Clarice's thoughts are elsewhere. She turns, 
     searching among the dignitaries on the platform, till she 
     locates

     CAMPBELL

     who smiles back at her with quiet pride, and offers a little 
     salute.

     CLARICE

     grins - more happy than we've ever seen her - then turns to 
     wave towards the crowd with the others.

     MOVING ANGLE

     over the admiring sea of spectators, several hundred of them, 
     still rising from their folding chairs, APPLAUDING in 
     celebration of these special young people, this perfect, 
     sunlit day.

     SOUND UPCUT - rock music, laughter - as we...

                                                     DISSOLVE TO:

134   INT. ACADEMY DORM - REC ROOM - THAT NIGHT                   134   

     A LOUD party is underway - food, beer, dancing - as the new 
     grads celebrate ferociously. Ardelia weaves her way through 
     the crowded room, reaches Clarice, who is flanked by her

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 139


     special guests - Pilcher and Roden, the two ardent scientists. 
     Ardelia has to shout at Clarice over the din.

                           ARDELIA
               Agent Starling! Telephone!

                           CLARICE
                    (surprised)
               Agent Mapp! Thank you!

     She nods to Pilcher, leaves them. Roden, who is quite happily 
     drunk, grabs the startled Ardelia around the waist.

                           RODEN
               Hel-lo, gorgeous! Let's get down.

     Ardelia looks at Pilcher, confused.

                           PILCHER
               Just ignore him. He's not a Ph.D.

                                                          CUT TO:

135   INT. DORM HALLWAY - NIGHT                                   135   

     Clarice picks up the dangling pay phone, speaks happily.

                           CLARICE
               Starling.

                           DR. QUINN (V.O.)
               Well, Clarice, have the lambs stopped 
               screaming...?

     She freezes, stunned by the familiar voice. Then she turns, 
     waving frantically towards

     ARDELIA

     who is just inside the rec room door, at the end of the hall, 
     lost in conversation with Pilcher and Roden. Ardelia glances 
     at her briefly but misunderstands, waves cheerfully back.

                           DR. QUINN (V.O.) (CONT'D)
               Don't bother with a trace, I won't 
               be on long enough.

     CLARICE

     turns back, gripping the phone more tightly.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 140


                           CLARICE
               Where are you, Dr. Quinn?

                                                          CUT TO:

136   EXT. A CLEAR NIGHT SKY                                      136   

     Very beautiful, glittering with countless stars.

                           DR. QUINN (O.S.)
               Where I have a view, Clarice...

     MOVING DOWN

     We see a rolling lawn, a curving bay. Boats ride at anchor, 
     lights shimmering...

                           DR. QUINN (O.S.)                           *
               Orion is looking splendid tonight, 
               and Arcturus, the Herdsman, with his 
               flock...

     DR. QUINN

     smiles into his mobile phone. He is stretched out on a 
     lounger, on a tiled patio, languidly paring an orange with a 
     penknife. His appearance is quite altered - a beard, glasses, 
     lighter hair. He's has some cosmetic surgery, as well.

                           DR. QUINN
                    (into phone)
               Your lambs are still for now, Clarice, 
               but not forever... You'll have to 
               earn it again and again, this blessed 
               silence.  Because it's the plight 
               that drives you, and the plight will 
               never end.

                           CLARICE (V.O.)
               Dr. Quinn -

                           DR. QUINN
               I have no plans to call on you, 
               Clarice, the world being more 
               interesting with you in it. Be sure 
               you extend me the same courtesy.

                           CLARICE (V.O.)
               You know I can't make that promise.

                           DR. QUINN
               Goodbye, Clarice...
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 141


                           DR. QUINN (CONT'D)
                    (and then, softly)
               You looked - so very lovely today, 
               in your blue suit.

                                                          CUT TO:

137   INT. DORM HALLWAY - NIGHT                                   137   

     As Clarice reacts, the fill weight of his words sinking in.

                           CLARICE
               Dr. Quinn... Dr. Quinn...!

     But only a DIAL TONE comes from the phone. She is still 
     staring at her receiver, in shock, as we -

     CUT BACK TO:

138   EXT. THE MOONLIT PATIO                                      138   

     Dr. Quinn sighs, sets his phone down, then rises. Popping an 
     orange section into his mouth, he turns towards the brightly 
     lit house. Stepping delicately over the sprawled body of a 
     uniformed security guard, he walks in through open french 
     doors.

                                                          CUT TO:

139   INT. A BOOKLINED STUDY                                      139   

     In a swivel chair, amidst the wreckage of his papers and 
     books, is the writhing figure of Dr. Herbert Prentiss. The 
     extreme intricacy of his bindings recalls Dr. Quinn's own 
     former restraints. His screams are muffled by the tape over 
     his mouth; he stares at Dr. Quinn like a rabbit trapped in 
     headlights.

     DR. QUINN

     considers him for a genial moment, then raises the little 
     pen knife. His eyes are twinkling.

                           DR. QUINN
               Well, Dr. Prentiss. Shall we begin?

                               THE END