The Usual Suspects (1995)
      
Written By Christopher McQuarrie
      
Produced and Directed By Bryan Singer

   Stephen Baldwin........................Michael McManus
Gabriel Byrne..............................Dean Keaton
Benicio Del Toro..........................Fred Fenster
Kevin Pollak..............................Todd Hockney
Kevin Spacey.......................Roger "Verbal" Kint
Chazz Palminteri............................Dave Kujan
Pete Postlethwaite...........................Kobayashi 
Suzy Amis................................Edie Finneran
Giancarlo Esposito...........................Jack Baer
Dan Hedaya..................................Jeff Rabin
Paul Bartel...................................Smuggler
Carl Bressler................................Saul Berg
Phillip Simon..................................Fortier
Jack Shearer...................................Renault
Christine Estabrook........................Dr. Plummer
   
   Revised, 05/25/94 White 
Revised, 06/01/94 Blue 
Revised, 06/07/94 Pink 
Revised, 06/11/94 Yellow
   
SCRIPT DATE 5/25/94
   
       

 1   BLACK                                                          1   

     The lonely sound of a buoy bell in the distance. Water 
     slapping against a smooth, flat surface in rhythm. The 
     creaking of wood.

     Off in the very far distance, one can make out the sound of 
     sirens.

     SUDDENLY, a single match ignites and invades the darkness. 
     It quivers for a moment. A dimly lit hand brings the rest of 
     the pack to the match. A plume of yellow-white flame flares 
     and illuminates the battered face of DEAN KEATON, age forty. 
     His salty-gray hair is wet and matted. His face drips with 
     water or sweat. A large cut runs the length of his face from 
     the corner of his eye to his chin. It bleeds freely. An un-
     lit cigarette hangs in the corner of his mouth.

     In the half-light we can make out that he is on the deck of 
     a large boat. A yacht, perhaps, or a small freighter. He 
     sits with his back against the front bulkhead of the wheel 
     house.

     His legs are twisted at odd, almost impossible angles. He 
     looks down.

     A thin trail of liquid runs past his feet and off into the 
     darkness. Keaton lights the cigarette on the burning pack of 
     matches before throwing them into the liquid.

     The liquid IGNITES with a poof.

     The flame runs up the stream, gaining in speed and intensity.

     It begins to ripple and rumble as it runs down the deck 
     towards the stern.

 2   EXT. BOAT - NIGHT - STERN                                      2   

     A stack of oil drums rests on the stern. They are stacked on 
     a palette with ropes at each corner that attach it to a huge 
     crane on the dock. One of the barrels has been punctured at 
     its base. Gasoline trickles freely from the hole.

     The flame is racing now towards the barrels. Keaton smiles 
     weakly to himself.

     The flame is within a few yards of the barrels when another 
     stream of liquid splashes onto the gas. The flame fizzles 
     out pitifully with a hiss.

     Two feet straddle the flame. A stream of urine flows onto 
     the deck from between them.

                                                       (CONTINUED)

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                                                             p. 2


     The sound of a fly zipping. Follow the feet as they move 
     over to where Keaton rests at the wheel house.

     CRANE UP to the waist of the unknown man. He pulls a pack of 
     cigarettes out of one pocket and a strange antique lighter 
     from the other. It is gold, with a clasp that folds down 
     over the flint. The man flicks up the clasp with his thumb 
     and strikes it with his index finger. It is a fluid motion, 
     somewhat showy.

     Keaton looks up at the man. A look of realization crosses 
     his face. It is followed by frustration, anger, and finally 
     resignation.

                           VOICE (O.S.)
               How are you, Keaton?

                           KEATON
               I'd have to say my spine was broken, 
               Keyser.

     He spits the name out like it was poison.

     The man puts the lighter back in his pocket and reaches under 
     his jacket. He produces a stainless .38 revolver.

                           VOICE (O.S.)
               Ready?

                           KEATON
               What time is it?

     The hand with the gun turns over, turning the gold watch on 
     its wrist upward.

     The sound of sirens is closer now. Headed this way.

                           VOICE (O.S.)
               Twelve thirty.

     Keaton grimaces bitterly and nods. He turns his head away 
     and takes another drag.

     The hand with the gun waits long enough for Keaton to enjoy 
     his last drag before pulling the trigger.

     GUNSHOT

     The sound of Keaton's body slumping onto the deck.

     MOVE OUT ACROSS THE DECK. Below is the stream of gasoline 
     still flowing freely.

                                                       (CONTINUED)

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                                                             p. 3


     The sound of the gasoline igniting. The flame runs in front 
     of us towards the barrels, finally leaping up in a circle 
     around the drums, burning the wood of the pallet and licking 
     the spouting stream as it pours from the hole.

     MOVE OUT ACROSS THE DOCK, away from the boat.

     The pier to which the boat is moored is littered with DEAD 
     BODIES. Twenty or more men have been shot to pieces and lie 
     scattered everywhere in what can only be the aftermath of a 
     fierce fire-fight.

     A BARGE COMES INTO VIEW.

     On the deck of the barge is a tangle of cables and girders.

     The mesh of steel and rubber leaves a dark and open cocoon 
     beneath its base.

     MOVE INTO THE DARKNESS.

     Sirens are close now. Almost here. The sound of fire raging 
     out of control.

     SIRENS BLARING. TIRES SQUEALING. CAR DOORS OPENING. FEET 
     POUNDING THE PAVEMENT.

     MOVE FURTHER, SLOWER, INTO THE DARKNESS

     Voices yelling. New light flickering in the surrounding 
     darkness.

     SUDDENLY, AN EXPLOSION.

     Then silence. TOTAL BLACKNESS.

     We hear the voice of ROGER "VERBAL" KINT, whom we will soon 
     meet.

                           VERBAL (V.O.)
               New York. - six weeks ago. A truck 
               loaded with stripped gun parts got 
               jacked outside of Queens. The driver 
               didn't see anybody, but somebody 
               fucked up. He heard a voice. 
               Sometimes, that's all you need.

     BOOM

 3   INT. DARK APARTMENT - DAY - NEW YORK - SIX WEEKS PRIOR TO 
     PRESENT DAY                                                    3   

     The black explodes with the opening of a door into a dark 
     room. Outside, the hall is filled with blinding white light.

                                                       (CONTINUED)

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                                                             p. 4


     Shadows in the shapes of men flood into the room. We can 
     make out men in hoods with flashlights. They are laden with 
     weapons.

                           VOICES
               POLICE. SEARCH WARRANT. DON'T MOVE.

     It is a blur of violent action and sound.  Beams of 
     flashlights cut the darkness in all directions.

     FINALLY:

     A dozen flashlights land on one man. He lies naked in bed, 
     Merging from a deep sleep. He squints at the flood of blinding 
     white light, more annoyed than frightened. He nearly laughs 
     at the sound of countless guns cocking. He is McMANUS. Age 
     twenty-eight.

                           VOICE (O.S.)
               Mr. McManus?

                           MCMANUS
               Yeah.

                           VOICE (O.S.)
               Police. We have a warrant for your 
               arrest.

                           MCMANUS
               Will they be serving coffee downtown?

     Two dozen black gloved hands grab him and yank him out of 
     bed.

 4   INT. AUTO BODY SHOP - DAY                                      4   

     An old paint mixer vibrates furiously.

     TODD HOCKNEY, a dark, portly man in his thirties is working 
     on an old Fire-bird.

     A YOUNG HISPANIC KID mixes paint a few feet away.

     SUDDENLY, the garage door opens TO REVEAL:

     A row of five men silhouetted by the bright sun.

     Hockney squints.

                           HOCKNEY
               Can I help you?

     Hockney's voice is gruff.

                                                       (CONTINUED)

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                                                             p. 5


                           MAN
               Todd Hockney?

     Hockney reaches for something just inside the door of the 
     Fire-bird.

                           HOCKNEY
               Who are you?

     All six men INSTANTLY PRODUCE GUNS and aim them at Hockney.

                           MAN
               Police.

     Hockney withdraws a filthy towel and wipes grease and sweat 
     from his forehead.

                           HOCKNEY
               We don't do gun repair.

 5   EXT. STREET - NEW YORK - DAY                                   5   

     FRED FENSTER, a tall, thin man in his thirties strolls 
     casually down the street. He is dressed conspicuously in a 
     loud suit and tie with shoes that have no hope of matching.

     He smokes a cigarette and chews gum at the same time.

     He happens to glance over his shoulder and notice a brown 
     Ford sedan with four men in it cruising along the curb. He 
     picks up his step a little. The Ford keeps up.

     He looks ahead at the corner. He tries to look as comfortable 
     as he can, checking his watch as though remembering an 
     appointment he is late for. The Ford stays right on him.

     SUDDENLY, he bolts. He gets no more than a few yards before 
     cars pour out of every conceivable nook and cranny. Brakes 
     are squealing, radios squawking, guns cocking. Fenster is 
     surrounded instantly. He stops short and flaps his hands on 
     his thighs in defeat.

 6   INT. MONDINO'S RESTAURANT - DAY                                6   

     An attractive man and woman walk quickly through the front 
     of a small New York cafe. They are charged with nervous, 
     excited energy.

     The man is DEAN KEATON, a well dressed, sturdy looking man 
     in his forties with slightly graying hair. He looks much 
     better than he did in the opening scene. The woman with him 
     is EDIE FINNERAN, age thirty-three, poised and attractive - 
     Easily the calmer of the two.

                                                       (CONTINUED)

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                                                             p. 6


     They come to a staircase at the back of the restaurant leading 
     down to a dark room. Edie takes Keaton's arm and stops him.

                           EDIE
               Let me look at you.

     Keaton is uncomfortable in his suit, or perhaps the situation. 
     Still, he smiles with genuine warmth.

     Edie straightens his tie and picks microscopic imperfections 
     from his lapel.

                           EDIE (CONT'D)
               Now remember, this is another kind 
               of business. They don't earn your 
               respect.  You owe it to them. Don't 
               stare them down but don't look away 
               either. Confidence.  They are fools 
               not to trust you. That's the attitude.

                           KEATON
               I'm having a stroke.

                           EDIE
               You've come far. You're a good man. 
               I love you.

     Keaton blinks then stammers, looking for a response.

     PAUSE

                           EDIE (CONT'D)
               Live with it.

     She kisses him and runs down the steps with Keaton close 
     behind. Keaton playfully grabs her ass and she nearly stumbles 
     down the stairs.

 7   INT. RESTAURANT - DOWNSTAIRS                                   7   

     They come to the bottom of the steps giggling and jabbing 
     each other. Once off the stairs they instantly transform as 
     though hit with cold air. They assume a cool, professional 
     exterior and walk two feet apart. One would look at them and 
     see only two business associates here to ply their trade.

     They walk across the dimly lit dining room to a table in the 
     far corner where two men are already waiting. The first is 
     MR. FORTIER, age thirty-five, the other is MR. RENAULT, age 
     sixty. Both men are impeccably dressed with a distinguished 
     air. They stand and smile.

                           FORTIER
               Edie, nice to see you.

                                                       (CONTINUED)

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                                                             p. 7


                           EDIE
               Sorry we're late.

                           FORTIER
               Nonsense. Sit, please.

                           RENAULT
                    (struggling with 
                    English)
               You must be Mr. Keaton.

                           EDIE
               I'm sorry. Dean Keaton.

     Renault's hand is already out.

                           RENAULT
               Monsieur Renault. A pleasure.

                           KEATON
               How do you do?

     They shake hands. Keaton takes Fortier's hand next.

                           FORTIER
               Monsieur Fortier. So nice to finally 
               meet you.

     Everyone sits at the table. All faces are smiling.

     LOW ANGLE: UNDER TABLE

     Edie's hand reaches out and finds Keaton's leg. Her hand 
     runs high up his inner thigh and squeezes firmly.

     Her face is absolutely calm, giving no hint of what her hand 
     is doing. Keaton smiles and clears his throat.

 8   INT. MONDINO'S RESTAURANT                                      8   

     Follow a waiter past the flight of steps.

     PAN DOWN TO REVEAL:

     Five sets of feet arriving at the bottom.

     The feet in the middle wear shoes notably nicer than the 
     rest.

     PAN UP TO REVEAL:

     SPECIAL AGENT DAVID KUJAN (Pronounced Koo-yahn), U.S. CUSTOMS. 
     Thirtyish, dark-haired and determined.

                                                       (CONTINUED)

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                                                             p. 8


 9   INT. RESTAURANT - DOWNSTAIRS                                   9   

                           FORTIER
               Edie brought us your proposal and 
               I'll be honest. We're very impressed. 
               A bit skeptical, I must admit, but 
               impressed.

                           KEATON
               Skeptical.

                           RENAULT
               We find the concept brilliant, but 
               New York is difficult for new 
               restaurants.  How can we be certain 
               that our money will be returned in 
               the long run?

     Keaton looks at Edie and smiles confidently.

                           KEATON
               It's simple gentlemen, design 
               versatility. A restaurant that can 
               change with taste without losing the 
               overall aesthetic. Our atmosphere 
               won't be painted on the walls.

                           FORTIER
               This was the part of the proposal 
               that intrigued us, but I'm not sure 
               I follow.

                           KEATON
               Let's say for example -

                           VOICE (O.S.)
               This I had to see myself.

     Keaton looks up. He sees David Kujan. Behind him are the 
     very serious looking guys in suits.

     Keaton is not happy to see them.

                           KEATON
               Dave. I'm in a meeting.

                           KUJAN
               Time for another one.

                           KEATON
               This is my attorney, Edie Finneran.
                    (Gesturing)

                                                       (CONTINUED)

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                                                             p. 9


                           KEATON (CONT'D)
               This is Mr. Renault and Mr. Fortier.
               Everyone, this is David Kujan.

                           KUJAN
               Special Agent Kujan. U.S. Customs.
                    (Gestures to men behind 
                    him)
               These gentlemen are with the New 
               York police department. You look 
               great, Keaton. Better than I would 
               have thought.

                           RENAULT
               Is there a problem, Mr. Keaton?

                           KUJAN
               The small matter of a stolen truck-
               load of guns that wound up on a boat 
               to Ireland last night.

     Renault and Fortier's confusion is giving way to suspicion.

                           FORTIER
               Mr. Keaton?

                           KEATON
               If you will excuse us for a moment, 
               gentlemen.

                           KUJAN
               We need to ask you some questions 
               downtown. You'll be quite awhile.

     Renault starts to get up.

                           RENAULT
               We should leave you to discuss 
               whatever this is.

                           KEATON
               Please. Sit.

     Keaton stands up and throws a wad of money on the table to 
     cover the check. He looks at Edie. She moves to stand, but 
     he sits her back down with a hand on her shoulder.

                           KEATON (CONT'D)
               Enjoy the meal.
                    (To Edie)
               I'll call you.

     Kujan takes him by the arm, but Keaton yanks away.

                                                       (CONTINUED)

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                                                            p. 10


     He looks out over the dozens of other faces in the restaurant. 
     Everyone is looking at him with some level of surprise. If 
     Keaton is humiliated by the whole affair, he hides it well.

10   INT. LOCK-UP HALLWAY - NIGHT                                  10   

     A police officer steps into the frame and opens the steel 
     door.

     FOLLOW A PAIR OF FEET as they shuffle across the cement floor. 
     The shoes are shabby and worn, as are the wrinkled pants 
     that hang too low and loose at the cuffs. The right foot is 
     turned slightly inward and falls with a hard limp. It is 
     clear that the knee does not extend fully.

     The sound of a steel door opening. The bottom corner of a 
     steel cage comes into view. Another set of feet falls into 
     step with the first. Another steel door and another set of 
     feet. Another door, another and another. Five pairs of feet 
     walk single file down the hall.

     The lame feet are in the front of the line. They come to 
     another steel door, this one solid and covered with dents 
     and rivets.

     CRANE UP TO REVEAL:

     ROGER KINT, VERBAL to his few friends. He has a deeply lined 
     face, making his thirty-odd years a good guess at best. From 
     his twisted left hand, we can see that he suffers from a 
     slight but not debilitating palsy. Behind him are Dean Keaton, 
     Fred Fenster, McManus and Todd Hockney.  Verbal steps through 
     the door, followed by the rest.

                           VERBAL (V.O.)
               It didn't make sense that I be there. 
               I mean these guys were hard-core 
               hijackers, but there I was. At that 
               point, I wasn't scared, I knew I 
               hadn't done anything they could do 
               me for. Besides, it was fun. I got 
               to make like I was notorious.

11   INT. LINE-UP ROOM                                             11   

     The five men are ushered into the room in front of a white 
     wall painted with horizontal blue stripes. Each has a number 
     at either end to denote the height of the man in front of 
     it.

     Between these lines are thinner blue lines to tell the 
     specific height in inches.

                                                       (CONTINUED)

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                                                            p. 11


     Bright lights shine on all of them. They squint, eyes 
     adjusting.

     Keaton leans forward a bit and looks at the men in line with 
     him. He shares a look of familiarity with Fenster and then 
     McManus. Hockney smiles at all of them.

                           MCMANUS
                    (To Keaton)
               Where you been, man?

                           VOICE (O.S.)
               SHUT UP IN THERE. Alright, you all 
               know the drill. When your number is 
               called, step forward and repeat the 
               phrase you've been given. Understand?

     The men all nod.

                           VOICE (O.S.) (CONT'D)
               Number one. Step forward.

     Hockney takes a step forward. He looks directly into a mirror 
     on the other side of the room. It is three feet square and 
     we can make out faint light behind it. It is a two-way. He 
     speaks in a complete dead-pan.

                           HOCKNEY
               Hand-me-the-keys, you-fucking-cock-
               sucker.

                           VOICE (O.S.)
               Number two. Step forward.

     McManus steps up and makes a gun with his thumb and 
     forefinger. He mocks criminal intensity, pointing at the 
     mirror. He camps up his line.

                           MCMANUS
               Give me the keys, you motherfucking, 
               cocksucking pile of shit, or I'll 
               rip off your--

                           VOICE (O.S.)
               KNOCK IT OFF. Get back in line.

     McManus steps back.

     The rest of the men do their bit as Verbal speaks.

                           VERBAL (V.O.)
               It was bullshit. The whole rap was a 
               setup. Everything is the cops' fault.
                           (MORE)

                                                       (CONTINUED)

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                                                            p. 12


                           VERBAL (V.O.) (CONT'D)
               You don't put guys like that in a 
               room together. Who knows what can 
               happen?

12   INT. INTERROGATION ROOM - NIGHT                               12   

     McManus sits in a chair in front of a white wall. He smiles 
     at someone off-screen.

     OVERLAPPED:

                           MCMANUS
               This has to be embarrassing for you 
               guys, huh?  I mean you know and I 
               know this is a load of shit, but at 
               least I don't have a captain with 
               his dick in my ass making me play 
               along. That has got to suck,

                           VOICE (O.S.)
               Are you done?

                           MCMANUS
               Do you work for a broad? That would 
               have to be the worst.

                           VOICE (0.S.)
               Are you done?

                           MCMANUS
               Still, I guess dignity is a small 
               pries to pay for medical and a 
               pension. A small pension, mind you, 
               but a pension nonetheless.

                           VERBAL (V.O.)
               They drilled us all night. Somebody 
               was pissed about that truck getting 
               knocked off and the cops had nothing. 
               They were hoping somebody would slip. 
               Give them something to go on. They 
               knew we wouldn't fight it because 
               they knew how to lean on us. They'd 
               been doing it forever. Our rights 
               went right out the window. It was a 
               violation. I mean disgraceful.  They 
               went after McManus first. He was a 
               good guy. Crazy though. A top notch 
               entry man.

                           VOICE (O.S.)
               So where'd you dump the truck?

                                                       (CONTINUED)

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                                                            p. 13


                           MCMANUS
               What truck?

                           VOICE (O.S.)
               The truck with the guns, fucko.

                           MCMANUS
               You kill me, you really do. Where's 
               my phone call?

                           VOICE (O.S.)
               Right here. Suck it out.

                           MCMANUS
               Clever guy.

                           VOICE (O.S.)
               You want to know what your buddy 
               Fenster told us?

                           MCMANUS
               Do I look stupid enough to fall for 
               that?  Jesus Christ. Beat me if you 
               gotta, but no more of the candy-land 
               tactics, man.

                           VOICE (O.S.)
               WHERE'S THE FUCKING TRUCK?

13   INT. INTERROGATION ROOM                                       13   

     Now Fenster is in the seat. He sweats profusely.

                           FENSTER
               I want to call my lawyer. I don't 
               know about any truck. I was in 
               Connecticut all night on Friday.

                           VOICE (O.S.)
               That's not what McManus said.

     OVERLAPPED:

                           FENSTER
               Who?

                           VOICE
               McManus.  He told us another story 
               altogether.

                           FENSTER
               Was it the one about the hooker with 
               dysentery I swear, she never mentioned 
               money until I came.

                                                       (CONTINUED)

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                                                            p. 14


                           VOICE (O.S.)
               Be fold us about the truck.

                           FENSTER (O.S.)
               To be honest, it was more like a 
               mobile home. She made a lot of money, 
               too.

                           VOICE (O.S.)
               Who took the guns off your hands?

                           FENSTER
               Hey, are we talking about the same 
               thing?

                           VOICE (O.S.)
               I'm losing my patience.

                           VERBAL (V.O.)
               Fenster always worked with McManus. 
               He was a real tight-ass, but when it 
               came to the job, he was right on.  
               Smart guy. A gopher. Got whatever 
               you needed for next to nothing.

                           FENSTER
               You guys got nothing on me. Where's 
               your probable cause?

                           VOICE (O.S.)
               You're a known hijacker. You're 
               sweating like a guilty motherfucker. 
               That's my p.c. Save us the time. 
               Tell us where the truck is.

     Fenster knocks on the table.

                           FENSTER
               HELLO? Can you hear me in the back? 
               P.C.

     He looks under his chair.

                           FENSTER (CONT'D)
               Where is it? I'm lookin'. It's not 
               happening. What's going on with that? 
               I want--

     Hockney's turn in the chair. He laughs it all off.

                           HOCKNEY
               - my lawyer. I'll have your badge,
               cocksucker.

                                                       (CONTINUED)

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                                                            p. 15


     OVERLAPPED:

                           HOCKNEY (CONT'D)
               I know you. You don't think I know 
               you're on the take. This whole fucking 
               precinct is dirty. You don't have a 
               fucking leg to stand on.

                           VERBAL (V.O.)
               Hockney was just a bad bastard. Good 
               with explosives. Mean as a snake 
               when it mattered .

                           VOICE (O.S.)
               You think so, tough guy? I can put 
               you in Queens the day of the 
               hijacking.

                           HOCKNEY
               I live in Queens. What the fuck is 
               this?  You come into my store and 
               lock me up in front of my customers. 
               What the hell is wrong with this 
               country? Are you guys gonna charge 
               me or what?

                           VOICE (O.S.)
               You know what happens if you do 
               another turn in the joint?

                           HOCKNEY
               I'll fuck your father in the shower.  
               Charge me, dick-head.

14   INT. INTERROGATION ROOM                                       14   

     Now Keaton sits in the chair, cool and indifferent.

                           VERBAL (V.O.)
               Keaton was the real prize for them, 
               for obvious reasons.

                           VOICE (O.S.)
               I'll charge you when I'm ready.

                           KEATON
               With what?

                           VOICE (O.S.)
               You know damn well, dead-man.

                                                       (CONTINUED)

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                                                            p. 16


                           KEATON
               Hey, that was your mistake, not mine. 
               Did you ever think to ask me? I've 
               been walking around with the same 
               face, same name - I'm a businessman, 
               fellas.

                           VOICE (O.S.)
               What's that? The restaurant business? 
               Not anymore From now on you're in 
               the getting-fucked-by-us business . 
               I'm gonna make you famous, cocksucker.

     Keaton shows just a flicker of contempt. The threat has hit 
     home.

                           KEATON
               Like I said. It was all your mistake.  
               Charge me with it and I'll beat it. 
               Let's get back to the truck.

     A FIST flies into the frame and connects with Keaton's jaw.

     His head snaps back, blood flowing freely from his mouth.

15   INT. CELL BLOCK                                               15   

     Keaton is brought in to a holding where he joins Fenster, 
     Hockney, Verbal and McManus. He sits in a corner and keeps 
     to himself.

     Fenster is in mid-tirade.

                           FENSTER
               Somebody should do something. What 
               is this shit - getting hauled in 
               every five minutes?  Okay, so I did 
               a little time, does that mean I get 
               railed every time a truck finds its 
               way off the planet?

     McManus is silently staring at Keaton, who sits on a bench, 
     looking away.

                           HOCKNEY
               These guys got no probable cause.

                           FENSTER
               You're fuckin' A right, no P.C. Well 
               screw P.C. No right. No goddamn right.  
               You do some time, they never let you 
               go.  Treat me like a criminal, I'll 
               end up a criminal.

                                                       (CONTINUED)

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                                                            p. 17


                           HOCKNEY
               You are a criminal.

                           FENSTER
               Why you gotta go and do that? I'm 
               trying to make a point.

                           KEATON
               Then make it. Christ, you're making 
               me tired all over.

     McManus looks at Keaton.

                           MCMANUS
               I heard you were dead, Keaton.

                           KEATON
               You heard right.

                           HOCKNEY
               The word I got is you hung up your 
               spurs, man. What's that all  about?

                           MCMANUS
               What's this?

                           HOCKNEY
               Rumor has it, Keaton's gone straight - 
               cleaning house. I hear he's tapping 
               Edie Finneran.

                           MCMANUS
               Who?

                           HOCKNEY
               She's a heavy-weight criminal lawyer 
               from uptown. Big-time connected. She 
               could erase Dillinger's record if 
               she tried. I hear she's Keaton's 
               meal ticket.
                    (To Keaton)
               Is it true?

                           MCMANUS
               What about it, Keaton? You a lawyer's 
               wife. What sort of "retainer" you 
               giving her?

     Keaton shoots McManus a fiery glare.

                           FENSTER
               I'd say you've gotten on his main 
               and central nerve, McManus.

                                                       (CONTINUED)

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


                           KEATON
               Do your friend a favor, Fenster, 
               keep him quiet .

                           MCMANUS
               You're clean, Keaton? Say it ain't 
               so.  Was it you that hit that truck?

                           FENSTER
               Forget him. It's not important. I 
               was trying to make a point.

                           KEATON
                    (Ignoring McManus)
               This whole thing was a shakedown.

                           MCMANUS
               What makes you say that?

                           KEATON
               How many times have you been in a 
               line-up? It's always you and four 
               dummies. The P.D. pays homeless guys 
               ten bucks a head half the time. No 
               way they'd line five felons in the 
               same row. No way. And what the hell 
               is a voice line-up? A public defender 
               could get you off of that.

                           FENSTER
               So why the hell was I hauled in and 
               cavity searched tonight?

                           KEATON
               It was the Feds. A truck load of 
               guns gets snagged, Customs comes 
               down on N.Y.P.D. for some answers - 
               they come up with us. They're grabbing 
               at straws. It's politics - nothing 
               you can do.

                           FENSTER
               I had a guy's fingers in my asshole 
               tonight.

                           HOCKNEY
               Is it Friday already?

                           FENSTER
               Fuck you. I'11 never shit right again. 
               So who did it? Own up.

                           KEATON
               I don't want to know.

                                                       (CONTINUED)

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


                           MCMANUS
               Nobody asked you, workin'-man.

                           HOCKNEY
               Fuck who did it. What I want to know 
               is, who's the gimp?

     ALL EYES suddenly turn on Verbal. He has been quietly 
     listening the whole time without uttering a word.

                           KEATON
               He's alright.

                           HOCKNEY
               How do I know that? How about it, 
               pretzel-man? What's your story?

                           KEATON
               His name is Verbal Kint. I thought 
               you guys knew him.

                           MCMANUS
               Verbal?

                           VERBAL
               Roger really. People say I talk too 
               much.

                           HOCKNEY
               Yeah, I was gonna tell you to shut 
               up.

                           KEATON
               We've met once or twice. Last time 
               was in...

                           VERBAL
               County. I was in for fraud.

                           KEATON
               You were waiting for a line-up then, 
               too.  What happened with that?

                           VERBAL
               I walked. Ninety days, suspended.

                           HOCKNEY
               So you did it?

                           VERBAL
               To your mother's ass.

     Verbal looks away from Hockney, awaiting a violent response.

                                                       (CONTINUED)

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


     Everyone slowly starts to laugh. Hockney looks as if he is 
     about to boil in his own skin.

                           KEATON
                    (To Hockney)
               Let it go.

     Verbal smiles at Keaton appreciatively.

     McManus stands and walks to the toilet in the corner of the 
     cell. He starts taking a leak;

                           MCMANUS
               Look, we've all been put out by this, 
               I figure we owe it to ourselves to 
               salvage a little dignity. Now Fenster 
               and I got wind of a possible job -

                           KEATON
               Why don't you just calm down'

                           HOCKNEY
               What do you care what he says?

                           MCMANUS
               Yeah, I'm just talking here, and 
               Hockney seems to want to hear me 
               out. I know Fenster is with me -
                    (To Verbal)
               How about you, guy?

     McManus finishes pissing.

                           VERBAL
               I'm interested, sure.

                           MCMANUS
               There, so you see, I'm going to 
               exercise my right to free assembly.

     McManus taps the bars of his cell and the others LAUGH.

                           KEATON
               I'm not kidding. Shut your mouth.

                           MCMANUS
               You're missing the point.

                           KEATON
               No, you're missing the point. Shut 
               up. I don't want to hear anything 
               you have to say. I don't want to 
               know about your "job". Just don't
                           (MORE)

                                                       (CONTINUED)

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


                           KEATON (CONT'D)
               let me hear you. I want nothing to 
               do with any of you -
                    (Beat)
               I beg your pardon but all of you can 
               go to hell.

                           MCMANUS
               Dean Keaton, gone the high road. 
               What is the world coming to?

     McManus and Keaton stare at one another for a long and tense 
     moment. Finally McManus turns to the others.

                           MCMANUS (CONT'D)
               Forget him then.
                    (Whispering)
               Now I can't talk about this here in 
               any detail, but listen up...

     Everyone but Keaton gravitates toward McManus's cell as he 
     begins to speak in low, hushed tones.

                           VERBAL (V.O.)
               And that was how it began. The five 
               of us brought in on a trumped-up 
               charge to be leaned on by half-wits. 
               What the cops never figured out, and 
               what I know now, was that these men 
               would never break, never lie down, 
               never bend over for anybody. .. 
               Anybody.

16   EXT. PIER - DAY - SAN PEDRO - PRESENT DAY                     16   

     It is morning in the aftermath of the opening scene.

     Harsh sunlight shines on a line of body bags on the dock.

     Police swarm everywhere, photographers are taking pictures 
     of the scene while a team of men in rolled up sleeves and 
     plastic gloves pick at the remains.

     Two men on a fire boat operate a water cannon, dousing the 
     smoldering remains of a burned-out ships hull.

     Watching this from the edge of the pier is a man in a dark 
     suit. He is SPECIAL AGENT JACK BAER of the F.B.I. He is tall 
     and fit, in his late thirties. He gazes out over the water 
     thoughtfully.

     A UNIFORM COP trots up to him.

                                                       (CONTINUED)

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


                           COP
               Who are you?

     Baer holds up his badge without looking at the man.

                           BAER
               Agent Jack Baer, F.B.I. How many 
               dead?

     Before the cop can answer, Baer turns and walks along the 
     line of body bags.

                           COP
               Fifteen so far. We're still pulling 
               some bodies out of the water.

     Baer eyes the corpses on the dock, burned beyond recognition.

                           COP (CONT'D)
               Looking for anyone in particular?

     Baer looks at the cop for the first time, unamused.

                           BAER
               I don't want any of the bodies taken 
               away until I've had a chance to go 
               over this, understood?

                           COP
               I have to clear the scene. I've got 
               word direct from the Chief.

     Baer lights a cigarette, only half listening.

                           BAER
                    (Unimpressed)
               Yes, the chief. Spooky stuff. Any 
               survivors?

                           COP
               Two. There's a guy in county hospital, 
               but he's in a coma. The D.A. has the 
               other guy - A cripple - from New 
               York I think. Listen, the Chief said -

                           BAER
               Excuse me.

     Baer walks away from the cop, ignoring him completely. He 
     wanders through the carnage on the pier.

17   EXT. OCEAN                                                    17   

     A half mile out from the pier.

                                                       (CONTINUED)

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


     The sea is choppy, stirred by the wind. An object floats 
     into view a few feet away, bobbing in the water.

     It is A DEAD BODY - a man, face down, wearing a CHECKERED 
     BATHROBE. He drifts quietly toward the open ocean.

18   INT. HEARING ROOM - DAY - LOS ANGELES PRESENT                 18   

     Verbal Kint sits in a chair in front of a microphone attached 
     to a tape recorder, his brow beaded with sweat.

     On the wall behind him is the seal of the STATE OF CALIFORNIA 
     He is cleaner, better kept, in a well-cut suit and neatly 
     trimmed hair. He looks older than he did in New York - worn 
     down.

                           VOICE #1 (O.S.)
               My client offers his full cooperation 
               in these proceedings. In exchange, 
               his testimony is to be sealed and 
               all matters incriminating to himself 
               are to be rendered inadmissible.

                           VOICE #2 (O.S.)
               The district attorney's office will 
               comply provided -

                           VOICE #1
               No provisions, nothing. My clients 
               testimony for his immunity.

                           VOICE #2
               May I be frank, Counselor? I suspect 
               your political power as much as I 
               respect it.  I don't know why Mr. 
               Kint has so many faceless allies in 
               City Hall, and I don't care. The 
               embarrassment he helped cause the 
               city of New York will not happen 
               here.

                           VOICE #1
               Immunity.

                           VOICE #2
               Counselor, I will prosecute your 
               client.

                           VOICE #1
               Then prosecute. I will be very 
               impressed to see if the District 
               Attorney manages to bring in twenty-
               seven simultaneous counts of murder
                           (MORE)

                                                       (CONTINUED)

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


                           VOICE #1 (CONT'D)
               against one man with cerebral palsy. 
               I would think a man with your job 
               would agree with these alleged 
               "faceless people in City Hall" you 
               mention.

                           VOICE #2 1
               One would think the counsel is veiling 
               a threat.

                           VOICE #1
               Counsel isn't veiling anything.

                           VOICE #2
               I'11 take my chances then. I'11 feel 
               safer without a job if a man like 
               Mr. Kint is behind bars.

                           VOICE #1
               Mr. Kint will plead guilty to weapons 
               possession.

                           VOICE #2
               You're joking.

                           VOICE #1
               Weapons. Misdemeanor one.

                           VOICE #2
               Counselor, you're insulting me.

                           VOICE #1
               Counselor, you're bluffing. Shall I 
               push for misdemeanor two?

     Voices mumble off screen. Verbal fidgets in his chair.

                           VOICE #2
               Misdemeanor one. Fine. This is 
               ludicrous.

     A tiny smile and a genuine look of disbelief flash across 
     Verbal's face.

                           VOICE #2 (CONT'D)
                    (Clearing throat)
               As for the rest of the charges grand 
               larceny, arson... murder - the 
               district attorney will accept the 
               subject's testimony in connection 
               with the above mentioned events and 
               in exchange will offer complete
                           (MORE)

                                                       (CONTINUED)

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


                           VOICE #2 (CONT'D)
               immunity. The transcript... The 
               transcript of said testimony will be 
               sealed and all matters incriminating 
               to Mr. Kint will be rendered 
               inadmissible.

     Verbal lets out a long-held sigh of relief.

19   INT. POLICE STATION - HALLWAY - DAY                           19   

     David Kujan is walking quickly beside SERGEANT RABIN, a dark 
     and weathered looking man in his late thirties. They move up 
     a staircase into the heart of police headquarters.

                           KUJAN
               What do you mean I can't see him?

                           RABIN
               The D.A. came dfgown here last night 
               ready to arraign before they even 
               moved him to county. Kint's lawyer 
               comes in and five minutes later, the 
               D.A. comes out looking like he'd 
               been bitch-slapped by the boogey 
               man. They took his statement and cut 
               him a deal.

                           KUJAN
               Did they charge him with anything?

                           RABIN
               Weapons. Misdemeanor two.

                           KUJAN
               What the fuck is that?

     Rabin motions for Kujan to lower his voice. He points out 
     that they are walking through a bullpen filled with desks 
     where a number of other police are working within earshot.

                           RABIN
               I give the D.A. credit for getting 
               that much to stick. This whole thing 
               has turned political. The Mayor was 
               here - the chief - the Governor called 
               this morning, for Christ's sake. 
               This guy is protected - From up on 
               high by the prince of fucking 
               darkness.

                           KUJAN
               When does he post bail?

                                                       (CONTINUED)

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


                           RABIN
               Two hours, tops.

                           KUJAN
               I want to see him.

     Rabin comes to an office door with his name on it. He opens 
     it and lets Kujan in before following.

20   INT. RABIN'S OFFICE                                           20   

                           RABIN
               Dave, please.

     Rabin's office can only be described as a disaster area. The 
     desk is cluttered with weeks, perhaps months or even years 
     of paperwork that could never conceivably be sorted out.

     Above his desk is a bulletin board. It is a breathtaking 
     catastrophe of papers, wanted posters, rap-sheets, memos and 
     post-its. This is in the neighborhood of decades. Rabin is a 
     man with a system so cryptic, so far beyond the comprehension 
     of others, he himself is most likely baffled by it.

                           RABIN (CONT'D)
               Even if I was to let you talk to 
               him, he won't talk to you. He's 
               paranoid about being recorded and he 
               knows the interrogation rooms are 
               wired

                           KUJAN
               This won't be an' interrogation, 
               just a...  friendly chat to kill 
               time.

                           RABIN
                    (enunciating)
               He won't go into the interrogation 
               room.

                           KUJAN
               Someplace else, then.

                           RABIN
               Where?

     Kujan looks around Rabin's messy office.

                           RABIN
               No, no, no, no, no.

                                                       (CONTINUED)

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


                           KUJAN
               If it was a dope deal, where's the 
               dope, if it was a hit, who called it 
               in?

                           RABIN
               And I am sure you have a host of 
               wild theories to answer these 
               questions.

                           KUJAN
               You know damn well what I think.

                           RABIN
               That's crazy, Dave and it doesn't 
               matter.  He has total immunity and 
               his story checks out. He doesn't 
               know what you want to know.

                           KUJAN
               I don't think he does. Not exactly, 
               but there's a lot more to his story. 
               I want to know why twenty-seven men 
               died on that pier for what looks to 
               be ninety-one million dollars worth 
               of dope that wasn't there. Above 
               all, I want to be sure that Dean 
               Keaton is dead.

                           RABIN
               He's dead.

                           KUJAN
               Two hours. Just until he makes bail.

                           RABIN
               They're all dead. No matter how tough 
               you say this Keaton was, no one on 
               that boat could've made it out alive.

21   INT. HOSPITAL - DAY                                           21   

     A door marked INTENSIVE CARE.

     The door BURSTS OPEN. SUDDENLY, the hallway is a flurry of 
     activity.

     DOCTOR LISA PLUMBER, age fifty, walks quickly beside JACK 
     BAER.

     Baer walks with all of the determination of a battalion of 
     Chinese infantry.

                                                       (CONTINUED)

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


     DOCTOR RIDGLY WALTERS, a young intern in his late twenties 
     rushes up to them.

                           PLUMBER
               Ridgly, this is Special Agent Jack 
               Baer from the F.B.I. Agent Baer, 
               this is Doctor Ridgly Waiters.

                           RIDGLY
               Nice to meet you.

                           BAER
               Is he talking?

                           RIDGLY
               He regained consciousness less than 
               an hour ago. He spoke - not English - 
               then he lapsed.

                           BAER
               Hungarian?

                           RIDGLY
               I don't -

                           BAER
               It was Hungarian. Most of them were 
               Hungarians. Any fluent Hungarians on 
               your staff?

                           RIDGLY
               We have a Turkish audiologist.

     Ridgly opens a door and Baer barrels through.

22   INT. HOSPITAL ROOM                                            22   

     (<< .. DENOTES LINES SPOKEN IN HUNGARIAN)

     Baer comes to an abrupt halt at the foot of a bed surrounded 
     by a massive tangle of medical equipment. In the center of 
     it all is the as yet unnamed ARKOSH KOVASH, mid-thirties. 
     His body is nearly mummified in bandages and plaster from 
     waist to chin.

                           KOVASH
               <>

                                                       (CONTINUED)

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


                           BAER
               will he die?

                           PLUMBER
               There's a chance.

     Baer walks over to Rovash and kneels down on the bed beside 
     him.

     He looks closely at his battered and scalded face. He listens 
     to him far a moment. Kovash goes on incessantly.

                           KOVASH
               <>

     Baer pulls a cellular phone out of his jacket and dials.

                           BAER
               Call hospital security and put a man 
               on the door until the police get 
               here.

                           KOVASH
               <>

     Ridgly runs out of the room. Kovash babbles louder and louder, 
     trying to get Baer's attention. Baer sticks a finger in one 
     ear to block him out and hear the phone.

                           PLUMBER
               Is he dangerous?

                           BAER
               Yes.

     Someone picks up on the other end of the phone.

                                                       (CONTINUED)

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


                           BAER (CONT'D)
               Joel, it's Baer. I'm down at L.A. 
               county.  The guy they pulled out of 
               the harbor is Arkosh Kovash... Yes, 
               I'm sure... No, he's all fucked up... 
               What?  I can't hear you.
                    (To Arkosh)
               Shut up, Hugo, I'm on the phone.
                    (Into Phone)
               Yes... No... Not until I put someone 
               on him. Listen, I need you to send 
               me someone who can speak Hungarian.  
               He's awake and talking like a Thai 
               hooker... How should I know? Get me 
               someone who can talk to him -

     Baer is suddenly distracted by something Kovash has said. In 
     the middle of a long string of unintelligible dialect, he 
     has spouted two words that have gotten Baer's attention.

     He turns and looks down at the tattered man in the bed.

     Kovash realizes Baer is listening and says the two words 
     again.

                           KOVASH
               Keyser - Soze.

                           BAER
               What?

     He waves his hand, gesturing for Kovash to say it again.

                           KOVASH
               Keyser - Soze.

                           BAER
               No shit?
                    (Into Phone)
               Joel, call Dan Metzheiser over at 
               Justice and find Dave Kujan from 
               Customs.

23   INT. HALLWAY - POLICE STATION                                 23   

     Rabin walks out of a small room. Behind him, we catch a 
     glimpse of a workroom with a bench covered with wires.

     Kujan comes out a moment later, gently fixing his tie.

     Rabin opens the door to his office and Kujan enters. Rabin 
     follows, looking up and down the hall before closing the 
     door behind them.

                                                       (CONTINUED)

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


     As the door closes we can just make out the back of Verbal's 
     head. He is seated in Rabin's office, smoking a cigarette.

24   INT. RABIN'S OFFICE                                           24   

     Kujan and Rabin sit down across from Verbal.

                           KUJAN
                    (Exasperated)
               Verbal, you know we're trying to 
               help you.

                           VERBAL
               Sure. And I appreciate that. And I 
               want to help you, Agent Kujan. I 
               like cops. I would have liked to 
               have been a Fed myself but my C.P. 
               was -

                           KUJAN
               Verbal, I know you know something. I 
               know you're not telling us everything.

                           VERBAL
               I told the D.A. everything I know.

25   INT. WORKSHOP                                                 25   

     Rabin stands over LOUIS, a messy looking technician at his 
     workbench in a room full of electronic equipment. He adjusts 
     several dials on a receiver until the voices of Kujan and 
     Verbal come clearly through a tinny speaker on the wall.

     Rabin reaches over for a nearby pot of coffee.

                           KUJAN (VOICE)
               I know you liked Keaton I know you 
               think he was a good man.

                           VERBAL (VOICE)
               I know he was good.

                           KUJAN
               He was a corrupt cop, Verbal.

26   INT. RABIN'S OFFICE                                           26   

                           VERBAL
               Sure. Fifteen years ago, but he was 
               a good thief Anyway, the cops wouldn't 
               let him go legit.

                           KUJAN
               Keaton was a piece of shit.

                                                       (CONTINUED)

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


                           VERBAL
               You trying to get a rise out of me, 
               Agent Kujan?

                           KUJAN
               I just want to hear your story.

                           VERBAL
               It's right here.

     He taps a finger on the stack of paper that Kujan brought 
     in.

     Kujan picks it up and thumbs through it.

                           KUJAN
               According to your statement you are 
               a short-con operator. Run of the 
               mill scams. Everything you do, you 
               learned from somebody else.

                           VERBAL
               That's been suppressed. Anything in 
               there is inadmissible.

                           KUJAN
               Oh, I know. Sweet deal you have. 
               Total immunity.

                           VERBAL
                    (laughing)
               Well I do have the weapons charge. 
               I'm looking at six whole months hard 
               time.

                           KUJAN
                    (smiling)
               You know a dealer named Ruby Deemer, 
               Verbal?

                           VERBAL
               You know a religious guy named John 
               Paul?

                           KUJAN
               You know Ruby is in Attica?

                           VERBAL
               He didn't have my lawyer.

                           KUJAN
               I know Ruby. He's very big on respect.  
               Likes me very much.

                                                       (CONTINUED)

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


     Verbal sees this getting to something. His smiles fades.

                           KUJAN (CONT'D)
               Now I know your testimony was sealed.  
               Ruby is well connected. He still has 
               people running errands for him. What 
               do you think he'd say if he found 
               out you dropped his name to the D.A.?

                           VERBAL
               There's nothing in there about Ruby.

                           KUJAN
               I'11 be sure to mention that to him.

     Verbal is not smiling anymore. He stares at Kujan with utter 
     contempt, knowing he is being shafted.

                           KUJAN (CONT'D)
               The first thing I learned on the 
               job, know what it was? How to spot a 
               murderer.  Let's say you arrest three 
               guys for the same killing. Put them 
               all in jail overnight. The next 
               morning, whoever is sleeping is your 
               man. If you're guilty, you know you're 
               caught, you get some rest - let your 
               guard down, you follow?

                           VERBAL
               No.

                           KUJAN
               I'11 get right to the point. I'm 
               smarter than you. I'11 find out what 
               I want to know and I'11 get it from 
               you whether you like it or not.

                           VERBAL
               I'm not a rat.

     Kujan puts his hand on the transcript of Verbal's confession.

     Rabin walks in with a cup of coffee. Verbal takes it with 
     his good hand and sips it with a relish.

                           VERBAL (CONT'D)
               Ahhh. Back when I was picking beans 
               in Guatemala we used to make fresh 
               coffee.  Right off the trees I mean. 
               That was good. This is shit, but 
               hey...

                                                       (CONTINUED)

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


                           RABIN
               Can we get started again?

                           KUJAN
               Now what happened after the line-up?

     Verbal sneers at Kujan, unable to change the subject.

27   EXT. POLICE STATION - NIGHT - NEW YORK - SIX WEEKS PRIOR      27   

     Keaton stops at the top of the front steps of the police 
     station and lights a cigarette. Edie comes out behind him, 
     fuming mad.

                           EDIE
               ...and the desk Sergeant is actually 
               trying to tell me he can't release 
               you?  Can you believe that? You 
               weren't even charged. New York police - 
               Jesus. I want to take pictures of 
               your face to bring to the D.A. first 
               thing in the morning.

                           KEATON
               Just forget about it.

     He looks across the street and sees Fenster and McManus 
     talking by a newsstand. McManus is thumbing through magazines.

                           EDIE
               Absolutely not.

     Keaton looks to his right and sees Hockney trying to hail a 
     cab.

                           EDIE (CONT'D)
               I'11 have this thing in front of a 
               grand jury by Monday.

                           KEATON
               Edie, please. I don't want to hear 
               this right now. What did Renault and 
               Fortier say?

                           EDIE
               They want more time to think about 
               investing.

                           KEATON
               Goddamnit.

                           EDIE
               They just said they wanted time.

                                                       (CONTINUED)

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


                           KEATON
               Time for what, Edie? Time to look 
               into me a little more, that's what. 
               No matter how well you cover my tracks 
               now, they'll find out who I am.

                           EDIE
               Give me some credit. I got you this 
               far, let's go to the grand jury. 
               This is never going to stop if we -

                           KEATON
               No. It's never going to stop, period. 
               It won't take more than a week before 
               every investor in this city is walking 
               away from us. It's finished. I'm 
               finished.

     Just then, Verbal bumps into him on his way out the door. He 
     excuses himself and hobbles down the steps, oblivious to who 
     he has bumped into as he tries to navigate the stairs.

                           EDIE
               Don't give up on me now, Dean.

                           KEATON
               They'll never stop.

                           EDIE
               I love you.

                           KEATON
                    (To himself)
               They ruined me tonight.

                           EDIE
               Dean, I love you. Do you hear me?

     Verbal gets to the sidewalk and stops. He turns, realizing 
     it is Keaton on the steps.

                           EDIE (CONT'D)
               Let's just go to my place. We'll 
               worry about this tomorrow.

     Keaton and Verbal look at one another for a moment. Keaton 
     then looks over to the newsstand and sees Fenster looking at 
     him.

                           KEATON
               Huh?

     McManus notices Fenster and glances up from his magazine to 
     see what he is looking at.  

                                                       (CONTINUED)

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


                           EDIE
               Come home with me, please. Dean?

     Keaton looks at Hockney who has one foot in a cab. He is 
     looking at Fenster and McManus who are looking at Keaton.

     This makes Hockney look up at Keaton as well.

     SUDDENLY, Edie tunes in to what is going on. She notices the 
     others on the street. She reaches over and takes Keaton by 
     the arm, pulling gently. She glares at the others.

                           EDIE (CONT'D)
               Come home, Dean.

                           KEATON
                    (Distant)
               Alright.

     Verbal looks at everyone else from where he stands on the 
     street. Fenster, McManus and Hockney all look at him and 
     then at each other. It is a strange moment of unspoken 
     understanding.

     All eyes finally turn to Keaton, high on the front steps of 
     the police station as he walks away with Edie.

28   INT. HALLWAY - DAY                                            28   

     Verbal stands in front of an apartment door. He hesitates 
     for a long moment before he knocks.

     After a moment, the door opens and Keaton stands on the other 
     side of it. He is wearing a bathrobe and smoking a cigarette.

     He looks at Verbal without any expression whatsoever.

                           KEATON
               What are you doing here?  How did 
               you find me?

                           VERBAL
               I just asked one of the detectives 
               downtown. He seemed pretty happy to 
               tell me.

     Keaton curses under his breath and motions for Verbal to 
     come in.

29   INT. EDIE'S APARTMENT                                         29   

     Verbal walks in and sits down on the couch, watching Keaton 
     cautiously. He looks around the large apartment, beautifully 
     furnished and decorated.

                                                       (CONTINUED)

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


     Edie walks into the room in a man's button-down shirt and 
     sweat pants.

                           EDIE
               Dean, who was at the -

     She stops when she sees Verbal. Verbal stands and smiles 
     nervously.

                           VERBAL
               How do you do?

                           KEATON
               Verb - Roger, this is Edie Finneran.  
               Edie, this is Roger Kint, he was at -

                           EDIE
                    (Cold)
               I know who he is.

                           VERBAL
               I hope I didn't disturb you.

                           EDIE
               I hope so, too, Mr. Kint. Can I get 
               you something to drink?

                           VERBAL
               A glass of water would be nice.

     Edie shoots a look at Keaton on her way out of the room.

     Keaton tries to hush his voice despite his anger.

                           KEATON
               What the hell do you want?

                           VERBAL
               wanted to talk to you. The other 
               guys -- 

                           KEATON
               I did you a favor by standing up for 
               you last night, but don't think we're 
               friends. I'm sorry, but I have other 
               things -

                           VERBAL
               They're gonna do a job. Three million 
               dollars, maybe more.

     Keaton is speechless. Verbal sits on the couch again.

                                                       (CONTINUED)

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


                           VERBAL (CONT'D)
               They sent me to offer you a cut. We 
               could use a fifth man - a driver - 
               That's all you'll do.

     Edie walks in with a glass of ice water and hands it to 
     Verbal.

                           VERBAL (CONT'D)
               Thank you.

     Verbal drinks slowly. Edie stands over him, her face blank.

     It is an awkward moment. She deliberately makes Verbal 
     uncomfortable.

     LONG PAUSE - FINALLY:

                           EDIE
               So what is it you do, Mr. Kint?

                           VERBAL
               Umm ...

                           EDIE
               A hijacker like Dean, here? Or 
               something more creative?

                           KEATON
               That's enough, Edie.

                           EDIE
                    (Angry)
               I don't know what you came here for, 
               but we won't have any part of it.

                           KEATON
               Edie, please.

     Keaton takes Edie by the arm and tries to guide her toward 
     the other room. She pulls away, anger turning to rage.

                           EDIE
               I've spent the last year of my life 
               putting his back together again - I 
               won't have you come in here and - 
               What makes you think - GET OUT. GET 
               OUT OF MY HOME.  HOW DARE YOU COME 
               HERE?

     Keaton is pulling her now. She yanks her arm away and shoves 
     him.

                                                       (CONTINUED)

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


                           EDIE (CONT'D)
               Don't touch me. Just don't.

     She turns and walks out of the room. Somewhere in the back 
     of the apartment, a door slams.

     Keaton turns and glares at Verbal. Verbal cringes.

                           KEATON
               Get out.

                           VERBAL
               If you'll just let me -

     SUDDENLY, KEATON LUNGES. He grabs Verbal by the lapels and 
     lifts him off the couch, moving him effortlessly across the 
     room and slamming him into the wall next to the front door.

     He opens it.

                           VERBAL (CONT'D)
               Don't hurt me.

                           KEATON
                    (Seething)
               Hurt you, you sonofabitch? I could 
               kill you.

     Keaton starts to shove Verbal out the door.

                           VERBAL
                    (Quickly)
               They're going to hit the Taxi Service.

     Keaton freezes. LONG PAUSE.

                           VERBAL (CONT'D)
               New York's Finest Taxi Service.

                           KEATON
               They - That's bullshit. They don't 
               operate anymore.

                           VERBAL
               McManus has a friend in the Fourteenth 
               Precinct. They're coming out for one 
               job - Thursday. They're picking up a 
               guy smuggling emeralds out of South 
               America.  Fenster and McManus have a 
               fence set to take the stuff.

                                                       (CONTINUED)

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


     YELLOW 06/11/94

                           KEATON
               What fence? Who?

                           VERBAL
               Some guy in California. His name is 
               Redfoot.

                           KEATON
               Never heard of him.

     Keaton moves to throw Verbal out. Verbal grabs Keaton and 
     holds tight.

                           VERBAL
               You have to come.

                           KEATON
               What's with you? What do you care 
               whether I come or not?

                           VERBAL
               They - They don't know me. You do. 
               They won't take me unless you go. 
               Look at me.  I need this.

                           KEATON
               Tough break.

                           VERBAL
               Don't tell me you don't need this. 
               Is this your place?

     Keaton is unable to answer.

                           VERBAL (CONT'D)
               They're never going to stop with us, 
               you know that. This way we hit the 
               cops where it hurts and get well in 
               the mean time.

     Keaton lets Verbal go and steps back, thinking.

                           VERBAL (CONT'D)
               As clean as you could ever get, 
               they'll never let you go now.  I'm 
               not knocking you. You look like you've 
               got a good little seam going with 
               this lawyer -

     WHAM. Keaton punches Verbal in the stomach and drops him to 
     one knee. Verbal coughs and tries to find his breath.

                                                       (CONTINUED)

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


                           KEATON
               You watch your mouth.

                           VERBAL
                    (Gasping)
               Okay, okay. You say it's the real 
               thing?  That's cool.

     Keaton reaches for Verbal. Verbal flinches. Keaton gently 
     helps him up and guides him to the couch. They both sit.

     Keaton reaches for a pack of cigarettes and lights one for 
     each of them.

                           KEATON
               I apologize.

     Verbal takes one and has a few drags, catching his breath 
     and rubbing his stomach in pain.  Finally:

                           VERBAL
               I was out of line.

                           KEATON
               You okay?

                           VERBAL
               I'11 be alright.

                           KEATON
               Well, I'm sorry.

                           VERBAL
               Forget it.
                    (Beat)
               I'11 probably shit blood tonight.

     Keaton laughs. Verbal thinks about it for a moment and laughs 
     with him.

     Keaton's laughter trails off. He thinks for a moment.

                           KEATON
               How are they going to do it?

                           VERBAL
               McManus wants to go in shooting. I 
               said no way.

                           KEATON
               Fenster and Hockney?

                                                       (CONTINUED)

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


                           VERBAL
               They're pretty pissed off. They'll 
               do anything. Now I got a way to do 
               it without killing anyone: but like 
               I said, they won't let me in without 
               you.

                           KEATON
               Three million?

                           VERBAL
               Maybe more.

                           KEATON
               No killing?

                           VERBAL
               Not if we do it my way.

     LONG PAUSE

                           KEATON
                    (Lost in thought)
               I swore I'd live above myself.

     Verbal smiles, knowing he has him.

30   EXT. KENNEDY AIRPORT - DAY                                    30   

                           VERBAL (V.O.)
               New York's finest Taxi Service was 
               not your normal taxi service. It was 
               a ring of corrupt cops in the N.Y.P.D. 
               that ran a high-profit racket, driving 
               smugglers and drug dealers all over 
               the city. For a few hundred dollars 
               a mile, you got your own black and 
               white and a police escort.  They 
               even had their own business cards.

     OSCAR WHITEHEAD, a tall gray-haired man in his fifties comes 
     out of the international terminal in a white linen suit. He 
     holds a large suitcase in his right hand.

                           VERBAL (V.O.) (CONT'D)
               After a while, somebody started asking 
               questions and the taxi service shut 
               down.  Ever since then, Internal 
               Affairs had been waiting to catch 
               them in the act.

     Oscar stands on the curb long enough to light a cigarette.

                                                       (CONTINUED)

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


     After a moment, a POLICE CRUISER pulls up to him. He opens 
     the back door and gets in.

                           VERBAL (V.O.) (CONT'D)
               And that was how we started. McManus 
               came to us with the job; Fenster got 
               the vans; Hockney supplied the 
               hardware; 'I came through with how 
               to do it so no one got killed - but 
               Keaton - Keaton put on the finishing 
               touch. A little "Fuck you" from the 
               five of us to the N.Y.P.D.

     The car drives out of the airport. A VAN follows at a 
     distance.

31   INT. POLICE CAR                                               31   

     SERGEANT JIM STRAUSZ, a meaty, imposing looking man in his 
     forties drives the car. Beside him is a thin, greasy looking 
     PATROLMAN, STEVE RIZZI. They are two drivers for New York's 
     Finest Taxi Service.

                           RIZZI
               How was the flight?

     Oscar hands Rizzi a thick envelope.

                           OSCAR
               Will that get me to the Pierre?

     Rizzi counts the stack of hundred dollar bills in the 
     envelope.

                           RIZZI
               That'll get you to Cape Cod.

     The two men laugh. Strausz watches the road, expressionless.

32   EXT. HIGHWAY                                                  32   

     The cruiser heads towards the heart of Manhattan.

33   EXT. STREET - LATER                                           33   

     The police car makes its way down a wide, abandoned street. 
     A WHITE MINIVAN pulls out behind it and heads the same way.

34   INT. POLICE CAR                                               34   

     Strausz looks in the rear-view mirror. The white minivan is 
     flashing his high-beams.

                                                       (CONTINUED)

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


                           STRAUSZ
               What the

                           RIZZI
               LOOK OUT.

     Strausz looks in front of him. A green minivan swerves in 
     front of them from out of nowhere. Strausz slams on the brakes 
     and skids to a halt. The white minivan rams them from behind.

     Strausz and Rizzi are stunned for a moment as two more vans 
     screech up on either side of the cruiser, boxing it in with 
     only a few inches between them.

     The cruiser is surrounded on all sides.

     SUDDENLY, SHOTGUN BARRELS come through the open windows. 
     They come to rest, one on Strausz's left temple one on Rizzi's 
     right. RIZZI looks out of the corner of his eye.

     He sees the driver of the van next to him holding the shotgun 
     with one hand. A stocking is over the driver's head.

     Strausz looks straight ahead. The minivan in front of them 
     is missing a back window. Another man with a stocking on his 
     head aims a sub-machine gun at them from inside.

     By the twisted right hand holding the front of the gun, we 
     know it is Verbal.

     Strausz and Rizzi raise their hands without being asked.

35   EXT. STREET                                                   35   

     The driver of the white van gets out with a gallon jug in 
     one hand and a sledge hammer in the other.

     Moving like lightning, he jumps onto the roof of the police 
     car

     He stands on the front of the roof and swings the hammer 
     down.

36   INT. POLICE CAR                                               36   

     SMASH

     The hammer punches three huge holes in the windshield and 
     finally caves it in. Strausz and Rizzi are covered with 
     pebbles of broken glass. Whitehead clutches his bag in the 
     back seat. He trembles in terror.

     The man standing on the roof doubles over and sticks a gun 
     in Strausz's face. His face hangs upside down and looks

                                                       (CONTINUED)

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


     gruesome - covered from the mouth up in a stocking. By the 
     voice, we know it is McManus.

                           MCMANUS
               GIVE ME THE SHIT.

                           STRAUSZ
               Give it up.

     Oscar hands the suitcase up front and Strausz passes it to 
     McManus.

37   INT. FRONT VAN                                                37   

     Through the front windshield of the front van we see Keaton 
     at the wheel. Verbal is behind him leaning out the back 
     window.

     Beneath Keaton's stocking mask we see he is trembling and 
     sweating - sickened by what he is doing.

     He glances up at the rear-view mirror and looks at the scene 
     outside. He looks down at the floor in shame, shaking his 
     head.

38   INT. POLICE CAR                                               38   

                           MCMANUS
               The money.

     Strausz looks at Rizzi.

                           MCMAMJS
               THE MONEY. LET'S HAVE IT.

     Rizzi hands the money through the remains of the windshield.

     McManus takes the money and stuffs it in his jacket. He steps 
     back and takes the cap off of the gallon jug. He quickly 
     pours some kind of liquid all over the roof of the car.

                           STRAUSZ
               Do you know who I am?

     A hand reaches into the driver's side window and rips 
     Strausz's badge off of his shirt.

     Strausz dares to turn his head right at the shotgun pointing 
     at him through the window. On the other end is a masked and 
     smiling Todd Hockney.

                           HOCKNEY
               We do now, Jerk-off.

                                                       (CONTINUED)

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


     McManus lights a pack of matches and drops them on the roof 
     of the car as he jumps off. THE LIQUID IGNITES, the roof of 
     the car is instantly in flames.

     Strausz and Rizzi attempt to bail out, but the vans are too 
     close for them to open the doors.

     The vans pull away.

     Strausz and Rizzi escape from the car.

     Oscar is trapped inside, SCREAMING.

     Strausz and Rizzi stop, each expecting the other to go let 
     Oscar out.

39   EXT. STREET - LATER                                           39   

     The scene is swarming with fresh police cars. Strausz and 
     Rizzi are fielding questions from a dozen other cops.

     Photographers are everywhere.

                           VERBAL (V.O.)
               The papers got Keaton's call that 
               day and were on the scene before the 
               cops were.  Strausz and Rizzi were 
               indicted three days later. Within a 
               few weeks, fifty more cops went down 
               with them. It was beautiful. Everybody 
               got it right in the ass, from the 
               chief on down.

40   INT. GARAGE - NIGHT                                           40   

     Hockney, Fenster, McManus and Verbal are all laughing in a 
     secluded garage. They are still in their black clothes from 
     the robbery. Hockney is throwing everyone a can of beer.

     Keaton sits off by himself. He watches the others, unable to 
     join in the festivities.

     The others sit around a cheap card table. It is covered with 
     emeralds. Dozens of them. Everyone is in awe.

                           MCMANUS
               There's more than I thought.

                           HOCKNEY
               When does the fence come?

                           MCMANUS
               Redfoot? He never comes to see me. I 
               have to go see him.

                                                       (CONTINUED)

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


                           VERBAL
               In California?

                           MCMANUS
               Yeah. It'll take a few days. Me and
               Fenster -

                           HOCKNEY
               Hold the fuckin' phone. You and 
               Fenster?  No, no, no.

                           MCMANUS
               Guys, come on.

                           HOCKNEY
               I'm sure you can understand my 
               hesitation.

                           FENSTER
               Then who goes?

                           HOCKNEY
               We all go. How about it, Keaton?

     All eyes turn to Keaton. He comes out of his trance.

                           KEATON
               We need to lay low for a while.

                           MCMANUS
               Fine with me.

                           PAUSE
               Everyone looks at each other, their 
               moment of distrust blowing over. All 
               eyes drift back to the emeralds on 
               the table.

     Hockney begins to snicker, then McManus, then Fenster. Verbal 
     joins in at last.

     McManus grabs Verbal and hugs him, shaking him violently.

                           MCMANUS
               My boy with the plan.

     SUDDENLY, everyone yells and pours beer over Verbal's head.

     He laughs as he is drenched in white foam, nearly choking as 
     the others chant his name.

     Keaton watches from across the room, trying to smile in vain.

                                                       (CONTINUED)

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


41   INT. WAITING ROOM - LAW OFFICE - DAY                          41   

     Keaton and Verbal sit side by side on a sofa. A sign on the 
     door behind them reads: MONTGOMERY and LaGUARDIA - ATTORNEYS 
     AT LAW.

                           VERBAL
               We're going to miss the flight.

                           KEATON
               We'll make it.

                           VERBAL
               Don't do this. Send her a card -
               something.

                           KEATON
               We'll make it.

                           VOICE (O.S.)
               Ms. Finneran will be with you in a 
               moment.

     Keaton stands and paces across the waiting room. He comes to 
     a set of glass doors and looks through them.

     Keaton realizes he is standing on a balcony overlooking a 
     library below.

     He sees Edie working in the library with an old woman. The 
     two women talk for a moment.

     SUDDENLY, Keaton turns with a start. Verbal is standing behind 
     him.

                           VERBAL
               We're gonna miss the plane.
                    (beat)
               She'll understand.

     Edie is smiling and laughing with the old woman.

     Keaton's face is marked with guilt and anguish.

     Keaton turns and walks out of the waiting room. Verbal takes 
     one last glance at Edie and turns back to Keaton.

42   INT. LIBRARY                                                  42   

     Edie seems to sense something behind her. She turns and looks 
     through the glass doors and up into the waiting room.

     NOTHING IS THERE. She goes back to chatting with the old 
     woman.

                                                       (CONTINUED)

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


43   INT. RABIN'S OFFICE -DAY - LOS ANGELES - PRESENT              43   

                           KUJAN
               Heartwarming. Really, I feel weepy.

                           VERBAL
               You wanted to know what happened 
               after the line-up, I'm telling you.

                           KUJAN
               Oh come on, Verbal. Who do you think 
               you're talking to? You really expect 
               me to believe he retired? For a woman?  
               Bullshit. He was using her.

                           VERBAL
               He loved her.

                           KUJAN
               Sure. And I'm supposed to believe 
               that hitting the Taxi Service wasn't 
               his idea either.

                           VERBAL
               That was all Fenster and McManus.

                           KUJAN
               Come on. Keaton was a cop for four 
               years.  Who else would know the Taxi 
               Service better? That job had his 
               name all over it.

                           VERBAL
               You keep trying to lay this whole 
               ride on Keaton. It wasn't like that. 
               Sure he knew, but Edie had him all 
               turned around.  I'm telling you 
               straight, I swear.

                           KUJAN
               Let me tell you something. I know 
               Dean Keaton. I've been investigating 
               him for three years. The guy I know 
               is a cold-blooded bastard. L.A.P.D. 
               indicted him on three counts of murder 
               before he was kicked off the force, 
               so don't sell me the hooker with the 
               heart of gold.

                           VERBAL
               You got him wrong.

                                                       (CONTINUED)

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


                           KUJAN
               Do I? Keaton was under indictment a 
               total of seven times when he was on 
               the force.  In every case, witnesses 
               either reversed their testimony to 
               the grand jury or died before they 
               could testify. When they finally did 
               nail him for fraud, he spent five 
               years in Sing Sing. He killed three 
               prisoners inside - one with a knife 
               in the tailbone while he strangled 
               him to death. Of course I can't prove 
               this but I can't prove the best part 
               either.

     Kujan pauses to drink some coffee.

                           KUJAN (CONT'D)
               Dean Keaton was dead. Did you know 
               that?  He died in a fire two years 
               ago during an investigation into the 
               murder of a witness who was going to 
               testify against him. Two people saw 
               Keaton enter a warehouse he owned 
               just before it went up. They said he 
               had gone in to check a leaking gas 
               main. It blew up and took all of 
               Dean Keaton with it. Within three 
               months of the explosion, the two 
               witnesses were dead, one killed 
               himself in his car and the other 
               fell down an open elevator shaft.

44   INT. WORKSHOP                                                 44   

     Rabin and Louis look at one another as they listen.

                           KUJAN (ON SPEAKER)
               Six weeks ago I get an anonymous 
               call telling me I can find Keaton 
               eating at Mondino's with his lawyer, 
               and there he is. Now because he never 
               profited from his alleged death and 
               because someone else was convicted 
               for the murder we tried to pin on 
               Keaton, we had to let him go.

45   INT. RABIN'S OFFICE                                           45   

                           KUJAN
               He was dead just long enough for a 
               murder rap to blow over, then he had 
               lunch.

                                                       (CONTINUED)

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


                           VERBAL
               I don't know about that.

                           KUJAN
               I don't think you do. But you say 
               you saw Keaton die. I think you're 
               covering his ass and he's still out 
               there somewhere. I think he was behind 
               that whole circus in the harbor. My 
               bet is he's using you because you're 
               stupid and you think he's your friend. 
               You tell me he's dead, so be it. I 
               want to make sure he's dead before I 
               go back to New York.

                           VERBAL
                    (Blurting)
               He wasn't behind anything. It was 
               the lawyer.

                           KUJAN
               What lawyer?

     PAUSE

                           KUJAN (CONT'D)
               What lawyer, Verbal?

     Verbal stammers for a moment, looking around wildly.

                           VERBAL
               Back when I was in that barber shop 
               quartet in Skokie, Illinois I used 
               to have -

     Kujan grabs Verbal's shirt and yanks him half out of his 
     seat.

                           KUJAN
               You think I don't know you held out 
               on the D.A.?  What did you leave out 
               of that testimony? I can be on the 
               phone to Ruby Deemer in ten minutes.

                           VERBAL
               The D.A. gave me immunity.

                           KUJAN
               NOT FROM ME, YOU PIECE OF SHIT. THERE 
               IS NO IMMUNITY FROM ME. You atone 
               with me or the world you live in 
               becomes the hell you fear in the 
               back of your tiny mind.
                           (MORE)

                                                       (CONTINUED)

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


                           KUJAN (CONT'D)
               Every criminal I have put in prison, 
               every cop who owes me a favor, every 
               creeping scumbag that works the street 
               for a living, will know the name of 
               Verbal Kint. You'll be the lowest 
               sort of rat, the prince of snitches, 
               the loudest cooing stool pigeon that 
               ever grabbed his ankles for the man. 
               Now you talk to me, or that precious 
               immunity they've seen so fit to grant 
               you won't be worth the paper the 
               contract put out on your life is 
               printed on.

     Verbal looks at Kujan with utter contempt.

                           VERBAL
               There was a lawyer. Kobayashi.

                           KUJAN
               Is he the one that killed Keaton?

                           VERBAL
               No. But I'm sure Keaton's dead.

                           KUJAN
               Convince me. Tell me every last 
               detail.

46   INT. HOSPITAL - DAY                                           46   

     (<<  >> DENOTES LINES SPOKEN IN HUNGARIAN)

     Kovash's room is now filled with people. Jack Baer stands 
     next to DANIEL METZHEISER, a balding man in his forties.  
     Next to him is Doctor Plumber. Across from her is Ridgly 
     Waiters.

     Sitting beside the bed is TRACY FITZGERALD, a casually dressed 
     woman in her late twenties. She holds a 15x20 inch drawing 
     pad on her lap.

     Police fill the hall. People are talking loudly outside.

     LIONEL BODI, a cop in his mid-twenties pushes his way in.

                           BAER
               Are you the translator?

                           BODI
               Patrolman Lionel Bodi, sir.

                                                       (CONTINUED)

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


                           PLUMBER
               Agent Beer, this is getting out of 
               hand.

                           BAER
               I'11 see to it we're gone before he 
               blows his porch light, Doctor.

     Baer gestures to Tracy.

                           BAER (CONT'D)
                    (To Bodi)
               This is Tracy Fitzgerald. She's a 
               composite sketch artist from county.

     The young couple smile at one another nervously.

                           BODI
               Hi.

                           TRACY
               Hi.

                           METZHEISER
                    (Impatient)
               I've got a noon meeting, Baer.

                           PLUMBER
               Agent Baer, please.

                           BAER
               Everyone calm down.
                    (To Bodi)
               Ask this man about the shoot-out in 
               the harbor.

                           BODI
               <> 

     Kovash smiles with relief when he hears his own language.

                           KOVASH
               <>

                           BODI
               <>

                                                       (CONTINUED)

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


                           KOVASH
               <>

                           BODI
               He says they were buying - It doesn't 
               make sense. I'm sorry, I'm a little 
               rusty. They were there to buy 
               something.

                           BAER
               Dope, we know.

                           KOVASH
               <>
                    (talking slowly)
               <> 

                           BODI
               Not dope. Something else. Some what?.. 
               He doesn't know what they were buying. 
               But not dope... people.

                           KOVASH
               <>

                           METZHEISER
               Your witness is whacked, Baer.

                           BODI
               He says he'll tell us everything he 
               knows if we protect him.

                           .BAER
               Tell him fine.

                           BODI
               <>

                           KOVASH
               <>

                                                       (CONTINUED)

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


                           BODI
               No good. He needs guarantees. He 
               says...  his life is in danger... He 
               has seen the Devil... looked him in 
               the eye.

                           METZHEISER
               I'11 be on my way.

     Baer grabs Metzheiser by the arm.

                           BAER
                    (To Bodi)
               Tell him to tell this man what he 
               was telling me before. Who is the 
               Devil? Who did he see?

                           BODI
               <>

                           KOVASH
               <>

     Metzheiser is suddenly interested.

                           BODI
               He says he saw him in the harbor. He 
               was shooting... Killing... Killing 
               many men.

                           METZHEISER
               Did he say Keyser Soze? He saw Keyser 
               Soze

                           BODI
               He says he saw him in the harbor. He 
               was shooting... Killing... Killing 
               many men.

                           METZHEISER
               Did he say Keyser Soze? He saw Keyser 
               Soze.

                           KOVASH
               <>

                           BODI
               He says he knows his face. He sees 
               it when he closes his eyes.

                                                       (CONTINUED)

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


                           METZHEISER
               Ask him what this Devil looks like.

                           BAER
                    (To Tracy)
               Ready?

     Tracy holds up her pad and pencil. She nods.

47   EXT. LOS ANGELES SKYLINE - DAY - FIVE WEEKS PRIOR             47   

                           VERBAL (V.O.)
               McManus' fence was this guy named 
               Redfoot. He had a good reputation 
               around L.A. Seemed like a good guy - 
               Looked like a cowhide full of 
               thumbtacks.

48   EXT. FRIENDSHIP BELL - NIGHT                                  48   

     All five guys stand in a group. It is utterly quiet.

     An old but well kept Cadillac creeps into the lot from the 
     far end and idles up to them. The windows are tinted too 
     much to see in. The car passes within a few feet of them and 
     drives on.

     A moment later, a chrome and leather monster of a Harley 
     Davidson pulls into the lot. The rider is dressed in an almost 
     comical array of leather, silver and suede.

     He waves to the Caddy as it parks a few yards from Keaton 
     and the others. It sits quietly, almost menacing.

     As he gets closer, we can see he is wearing one black boot 
     and one red. Keaton is still looking at them when the bike 
     pulls up to them and stops.

     REDFOOT and McManus shake hands.

                           REDFOOT
               How've you been?

                           MCMANUS
               Good. You?

                           REDFOOT
               Alright. How's it going, Fenster?

                           FENSTER
               Getting by.

                           REDFOOT
               You got it?

                                                       (CONTINUED)

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


     McManus holds up a briefcase.

     Redfoot takes it and gets off the bike. He walks over to the 
     Caddy. The door of the Caddy opens. Redfoot hands the case 
     to Someone inside that we cannot see. The door closes.

                           KEATON
                    (Whispering)
               Snazzy dresser this guy.

     A moment later, the door of the Caddy opens again. Someone 
     hands Redfoot a different briefcase and he walks back over 
     to McManus.

     He hands him the case.

     McManus hands the case back to Hockney. Hockney opens it, 
     revealing the stacks of money inside.

                           REDFOOT
               You must be Keaton.

                           MCMANUS
               Jesus, I'm sorry. Redfoot, this is 
               Dean Keaton, that's Todd Hockney, 
               and that's Verbal Kint.

                           REDFOOT
                    (To Verbal)
               The man with the plan.

     Verbal smiles.

                           REDFOOT (CONT'D)
               Are you guys interested in more work?

     McManus moves to answer, but Keaton cuts him off.

                           KEATON
               We're on vacation.

                           REDFOOT
               I've got a ton of work and no good 
               people.

                           MCMANUS
               What's the job?

     Keaton shoots McManus a foul look. McManus pretends not to 
     notice.

                                                       (CONTINUED)

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


                           REDFOOT
               A jeweler out of Texas named Saul. 
               He rents a suite at a hotel downtown 
               and does free appraisals. Buys 
               whatever he can. Word is he moves 
               with a lot of cash.  I'11 take the 
               merchandise, you keep the green.

                           HOCKNEY
               Security?

                           REDFOOT
               Two bodyguards. Pretty good.

                           MCMANUS
               Give us time to check it out?

                           REDFOOT
               I'd expect nothing less.

                           MCMANUS
               We'll call you.

                           REDFOOT
               Take your time. Enjoy L.A.

                           KEATON
               A friend of mine in New York tells 
               me you knew Spook Hollis.

                           REDFOOT
               I hear you did time with old Spook. 
               Yeah, he was a good egg. I used to 
               run a lot of dope for him. Fuckin' 
               shame he got shivved.

                           KEATON
               I shivved him.

     Now McManus is shooting the angry look at Keaton.

                           KEATON (CONT'D)
               Better you hear it from me now than 
               somebody else later.

                           REDFOOT
               Business or personal?

                           KEATON
               A little of both.

                           REDFOOT
               Ain't it a crime? Call if you're 
               interested.

                                                       (CONTINUED)

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


     Redfoot fires up his bike and takes off with the Caddy close 
     behind.

                           MCMANUS
                    (To Keaton)
               What's your fucking problem?

                           KEATON
               One job, that was the deal.

                           MCMANUS
               Take it as it comes, brother.

                           KEATON
               This is bullshit.

     McManus laughs and walks away. Fenster and Hockney follow.

     Verbal turns to Keaton.

                           VERBAL
               What is it Keaton?

                           KEATON
                    (Distant)
               Something - I don't know.
                    (Shaking himself)
               I ever tell you about the restaurant 
               I wanted to open?

     Keaton walks off. Verbal follows him in confusion.

                           VERBAL (V.O.)
               L.A., was good for about two hours. 
               We were from New York. There's no 
               place to eat after one; you can't 
               get a pizza that doesn't taste like 
               a fried fruit-bat, and the broads 
               don't want to know you if you don't 
               look like a broad. Within a few days 
               the last of us was ready to go back 
               to N.Y., but Keaton wouldn't have 
               it, so he really didn't have a choice. 
               We went to work.

49   INT. PARKING GARAGE - NIGHT                                   49   

     McManus walks along a line of cars. He comes across a black 
     Mercedes and stops. He looks down at the license plate and 
     walks over to the next car, a green Honda. He pulls a slim-
     jim out of his jacket and pops the lock an the Honda. He 
     reaches in and opens the hood. He walks around and sticks 
     his head in the engine.

                                                       (CONTINUED)

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


50   INT. VAN                                                      50   

     Verbal sits behind the wheel. Keaton is beside him. Hockney 
     and Fenster are in the back. They all watch McManus from 
     where they are parked a few dozen yards away.

51   INT. PARKING GARAGE                                           51   

     DING-DING

     The elevator bell sounds at the far end of the garage. The 
     doors open. Two men in ill-fitting suits get out and look 
     around cautiously. The first is TUCCI, a big bellied, white 
     haired menace. The other is HIGHAM, lean and bad skinned.

     They are bodyguards and give it away by their every careful 
     move.

     They turn back to the elevator and motion to someone inside.

     Out walks SAUL BERG, a slightly overweight man in his forties 
     with an open collar silk shirt and a thick gold chain on his 
     hairy chest. He carries a LARGE ALUMINUM BRIEFCASE.

     He lets his guards do the worrying. He walks straight to his 
     car.

     Saul passes McManus under the hood of the Honda. He takes 
     out his keys and pushes a button on his key chain. The 
     Mercedes beeps three times and tells Saul his alarm is off.

     Tucci keeps an eye on McManus. Higham watches Saul.

     McManus pretends to tinker with the car's engine. He has put 
     a pistol just inside the grill and keeps it within reach.

     The van on the other side of the garage starts and pulls out 
     of the spot. It cruises over toward the Mercedes.

     Tucci sees the van. He and Higham are suddenly busy trying 
     to keep track. They hear laughing behind them and turn around.

     FENSTER and HOCKNEY are walking towards them. They are 
     sporting mustaches and sunglasses in addition to matching 
     suits, each with loud plaid sport coats, decades out of style. 
     Saul glances at Tucci and Higham.

                           HIGHAM
               Just get in the car, Saul.

     Under the hood of the Honda and out of sight, McManus pulls 
     on a black ski mask.

     The van gets closer.

                                                       (CONTINUED)

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


                           HOCKNEY
               I get out of the car, and man if the 
               thing wasn't wrecked. And I see this 
               broad in the back seat with nothing 
               on.

     Saul gets in the car quickly but calmly as Fenster and Hockney 
     laugh and talk louder. They look drunk - The desired effect.

                           HOCKNEY (CONT'D)
               I'm laughing so hard I can't breathe -

     Tucci and Higham try to take it all in stride. Saul's reverse 
     lights come on and he begins to back out of the spot.

                           HOCKNEY (CONT'D)
               ...And the fat guy comes out of the 
               car with his pants on backwards and 
               says -

     SUDDENLY, the van revs and screeches to a halt behind Saul's 
     Mercedes, blocking him in. Hockney and Fenster drop the drunk 
     act and snap to. They both pull out guns and start screaming.

                           HOCKNEY (CONT'D)
               DON'T MOVE, YOU FUCKERS.

                           FENSTER
               RIGHT THERE. FREEZE.

     McManus comes up from under the hood.

     Tucci and Higham throw their hands in the air. Hockney and 
     Fenster grab them and reach into their belts to get their 
     guns.

     Keaton jumps out of the van and runs up to Saul's car, his 
     face covered in a ski mask. He yanks on the door handle but 
     it is locked. Saul sits in terror behind the wheel. Keaton 
     pulls out a pistol and smashes the window with it.

                           KEATON
               Give me the case.

     Saul reaches over for the case. Keaton trains the gun on 
     him.

     SUDDENLY, Saul comes up with a pistol and points it at Keaton. 
     Keaton sidesteps and grabs his wrist. The gun goes off into 
     the fender of the Honda.

     Hockney and Fenster both look over at the sound of the gun.

                                                       (CONTINUED)

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


     Tucci and Higham seize the opportunity. Tucci grabs Hockney, 
     Higham grabs Fenster. The four men grapple for the guns.

     Fenster's gun falls to the floor. McManus picks it up. He 
     trains a pistol on each bodyguard and takes a breath. They 
     are some ten feet apart and moving erratically. Hockney and 
     Fenster constantly fall in the line of fire.

     McManus walks around the four men, keeping a pistol trained 
     on each of the guards. Finally he comes to an angle where 
     they are all in front of him. One guard is a few feet away, 
     the other is ten feet past him.

     McMANUS' P.O.V.

     The closer of the two moves in and out of the sights of the 
     pistol in McManus' right hand, the one farther away does the 
     same with the left.

     Verbal gets out of the van and moves towards them to help.

     BOOM

     Both of McManus' guns go off like one shot. Tucci and Higham 
     collapse, each with a bullet in his head

     PAUSE

     The only sound is Saul grappling with Keaton for the gun. 
     His arm is halfway out the window. His elbow rests in the 
     door frame.

     Keaton cannot get the gun out of his hand. Finally, he pushes 
     down with all his weight. Saul's elbow breaks backwards on 
     the door frame. He screams in agony. The gun falls from his 
     hand.

     All five of the men look at each other for an impossibly 
     long moment. The confusion is only aggravated by Saul's 
     screaming.

     SLOWLY, Keaton raises his pistol and aims it at Saul. His 
     hand trembles, his eyes squint to near slits. His finger 
     tenses and slacks off over and over again on the trigger.

     BOOM

     VERBAL SHOOTS SAUL. Keaton looks at him in surprise. Verbal 
     trembles more than he does.

     The garage is silent.

                           HOCKNEY
               What the hell?

                                                       (CONTINUED)

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


                           MCMANUS
               Bad day. Fuck it.

     DING-DING

     The elevator light comes on. All five men look.

                           KEATON
               Move.

     Keaton reaches into the car and grabs Saul's case. Everyone 
     else piles into the van. Keaton gets in as Verbal is driving 
     for the exit.

52   INT. VAN                                                      52   

     The mood in the van is grim. Everyone is silent. Keaton pops 
     the clasps on the case and opens it.

                           KEATON
               Son of a bitch.

     Everyone looks in the case. It is filled with cash on one 
     side. The other side is filled with clear plastic bags of 
     WHITE POWDER.

53   EXT. PARKING LOT - NIGHT                                      53   

     Keaton and the others stand in silhouette in front of the 
     lights of an oncoming car in the distance. We can make out 
     McManus loading a gun.

                           KEATON
               What are you doing?

                           MCMANUS
               What does it look like? I'm going to 
               kill him.

                           KEATON
               We did it your way. Now I'11 deal 
               with him.

                           MCMANUS
               You gonna kill him?

                           KEATON
               I'm going to deal with him.

     The car, Redfoot's escort Caddy, is now in front of them.

     The horn lets out three short blasts.

     Redfoot comes around from behind the Caddy on his motorcycle.

                                                       (CONTINUED)

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


     He gets off the bike, trying to hide a faint smile.

     McManus throws Saul's case on the ground in front of him.

                           MCMANUS
               What the fuck is this, Redfoot?

                           REDFOOT
               Get a grip. I didn't know.

                           KEATON
               You didn't know.

                           REDFOOT
               The job got thrown to me by this 
               lawyer.

                           KEATON
               Who is he?

                           REDFOOT
               Some Limey. He's a middle-man for 
               somebody. He doesn't say and I don't 
               ask.

                           KEATON
               We want to meet him.

                           REDFOOT
               He wants to meet you. He called last 
               night and asked me to set it up. 
               What do I tell him'

                           KEATON
               Tell him we'll meet.

                           MCMANUS
               If you're lying, Redfoot...

                           REDFOOT
               McManus, you're a real bad-ass, but 
               get off my tip.

     McManus lunges for Redfoot.

     The Caddy doors instantly pop open and rifle barrels come 
     into view from within.

     Fenster and Hockney draw guns and aim at the Caddy.

     Keaton and Verbal grab McManus and hold him back.

     Redfoot gets on his Harley, smiling defiantly.

                                                       (CONTINUED)

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


                           REDFOOT (CONT'D)
               Real shame about Saul getting whacked.  
               Lots of cops looking for the guys 
               that did it. I'm sure They'll get 
               around to asking me.

     He starts his bike.

                           MCMANUS
               Fuck you.

     Redfoot drives off..The Caddy waits until he is completely 
     out of sight before following.

54   INT. RABIN'S OFFICE - DAY - PRESENT                           54   

                           KUJAN
               So this lawyer...

                           VERBAL
               Kobayashi.

                           KUJAN
               Came from Redfoot.

                           VERBAL
               Right.

                           KUJAN
               And why leave this out when you talked 
               to the D.A.?

     KNOCK AT THE DOOR

     Rabin sticks his head in.

                           RABIN
               Someone to see you, Agent Kujan.

     Kujan steps out into the hall, shutting the door behind him.

55   INT. OUTSIDE RABIN'S OFFICE                                   55   

     Kujan smiles instantly, recognizing the man standing with 
     Rabin.

                           KUJAN
               Jack. What are you doing here?

                           BAER
               I've been looking all over for you. 
               You still after the coke that walked 
               out of that blood bath in the harbor?

                                                       (CONTINUED)

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


                           KUJAN
               Yeah.

                           BAER
               You can stop looking. There was no 
               coke.  I've been in L.A. county with 
               a guy they pulled out of a drainpipe 
               in San Pedro yesterday after the 
               shoot-out. He came to this morning 
               and started talking. He was part of 
               a Hungarian mob there to do a deal 
               with a bunch of goats from Argentina. 
               He says it was definitely not a dope 
               deal.

                           KUJAN
               There was ninety-one million -

                           BAER
               We know, but our man says no way on 
               the dope. This Hungarian tells me 
               the whole bunch was pulling stumps 
               for Turkey the next' day. They had 
               no time to negotiate that kind of 
               product and no means to move it.

                           KUJAN
               What was the money for?

                           BAER
               He didn't know. No one doing the 
               deal knew except a few key people.  
               This guy says they were real hush 
               about it.  Whatever it was it was 
               highly sensitive.

                           KUJAN
               I don't get it.

                           BAER
               They tell me you got the cripple 
               from New York in there. He mention 
               Keyser Soze

                           KUJAN
               Who?

                           BAER
               Bear with me here...

56   INT. RABIN'S OFFICE - LATER                                   56   

     BOOM - The door bursts open.

                                                       (CONTINUED)

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


                           KUJAN
               Who is Keyser Soze?

     Verbal looks up in shock. He drops his cigarette and trembles 
     at the mere mention of the name.

                           VERBAL
               Ahhh fuck.

57   INT. HOLLYWOOD ATHLETIC CLUB - DAY - TWO WEEKS PRIOR          57   

     Keaton stands while the rest sit and listen.

                           KEATON
               So I need to know if anyone can think 
               of anybody. Somebody with power.  
               Enough to possibly track us from New 
               York.

                           MCMANUS
               Look. We've been over it for an hour 
               now.  I say we pack up and run. Let's 
               go back to New York. At least get 
               out of L.A.

     SUDDENLY, The sound of a man clearing his throat.

     Everyone turns to the door behind them.

     MR. KOBAYASHI a tall, slim, well groomed man stands in the 
     hall. He has a briefcase in his hand. He smiles politely.

                           KOBAYASHI
               Mr. Keaton?

     Keaton stands back and lets him in. Kobayashi looks them 
     over.

                           KOBAYASHI (CONT'D)
               I am Mr. Kobayashi. I've been asked 
               by my employer to bring a proposal 
               to you gentlemen. That must be Mr.  
               Hockney. I recognize Mr. Fenster 
               from his mug shot, as well as Mr. 
               McManus.
                    (To Verbal)
               I can only assume that you are Mr. 
               Kint.  I believe you were the one 
               who disposed of Saul. My employer 
               sends his gratitude.  A most 
               unexpected benefit.

     Everyone looks at one another in shock that he would know 
     this.

                                                       (CONTINUED)

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


                           KEATON
               What can we do for you?

                           KOBAYASHI
               My employer requires your services. 
               One job. One day's work. Very 
               dangerous. I don't expect all of you 
               to live, but those who do will have 
               ninety-one million dollars to divide 
               any way they see fit.

                           KEATON
               Who's your boss?

                           KOBAYASHI
               My employer wishes to remain 
               anonymous.

                           KEATON
               Don't jerk me off. We all know what 
               this is. You don't work with me if I 
               work with you without knowing who 
               I'm working for.  Now let's cut the 
               shit. Who's the man?

                           KOBAYASHI
               I work for Keyser Sate.

     A strange look crosses Keaton's face. Skepticism, mockery 
     and just a hint of fear. Hockney, McManus and Fenster all 
     share similar looks.

                           KEATON
               What is this?

                           VERBAL
               Who's Keyser Soze?

                           KOBAYASHI
               I am sure you've heard a number of 
               tall tales, myths and legends about 
               Mr. Soze I can assure you gentlemen, 
               most of them are true.

                           VERBAL
               Who's Keyser Soze?

                           KOBAYASHI
               Judging by the sudden change in mood, 
               I am sure the rest of your associates 
               can tell you, Mr. Kint. I have come 
               with an offer directly from Mr. Soze. 
               An order actually.

                                                       (CONTINUED)

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


                           KEATON
               An order.

                           KOBAYASHI
               In nineteen-eighty one, Mr. Keaton, 
               you participated in the hijacking of 
               a truck in Buffalo, New York. The 
               cargo was raw steel. Steel that 
               belonged to Mr. Soze and was destined 
               for Pakistan to be used in a nuclear 
               reactor. A very profitable violation 
               of U.N. Regulations. You had no way 
               of knowing this, because the man 
               shipping the steel was working for 
               Mr. Sate without his knowledge.
                    (Beat)
               Mr. Fenster and Mr. McManus hijacked 
               a twin-prop cargo flight earlier 
               this year out of Newark airport. The 
               plane was carrying platinum and gold 
               wiring. Also set for Pakistan.

     Kobayashi turns and points at Hockney.

                           KOBAYASHI (CONT'D)
               Two months ago, Mr. Hockney stole a 
               truck carrying gun parts through 
               Queens -

     Everyone looks at Hockney. He smiles shyly. It occurs to 
     them all that he robbed the truck for which they were all 
     arrested in the first place.

                           KOBAYASHI (CONT'D)
               - guns allegedly set to be destroyed 
               by the state of New York. They were 
               to be "lost" in a weigh station and 
               routed to Belfast. Again, Mr. Soze, 
               using pawns who had no knowledge.
                    (turning to Verbal)
               Which brings us to Mr. Kint.

     Verbal crumbles under his stare.

                           KOBAYASHI (CONT'D)
               Nine months ago, one of Mr. Soze's 
               less than intelligent couriers was 
               taken in a complicated confidence 
               scam by a cripple.  He was relieved 
               of sixty-two thousand dollars. Now
                    (To all of them)
               - It has taken us some time to find 
               you.
                           (MORE)

                                                       (CONTINUED)

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


                           KOBAYASHI (CONT'D)
               Our intention was to approach you 
               after your apprehension in New York.

                           KEATON
               You set up the line-up.

                           KOBAYASHI
               Mr. Soze made a few calls, yes. You 
               were not to be released until I came 
               to see you. It seems Mr. Keaton's 
               attorney, Ms. Finneran, was a bit 
               too effective in expediting his 
               release. Holding the rest of you 
               became a moot point.

                           KEATON
               What about Redfoot?

                           KOBAYASHI
               Mr. Redfoot knew nothing. Mr. Soze 
               rarely works with the same people 
               for very long, and they never know 
               who they're working for. One cannot 
               be betrayed if one has no people.

                           FENSTER
               So why tell us?

                           KOBAYASHI
               Because you have stolen from Mr. 
               Soze.  That you did not know you 
               stole from him is the only reason 
               you are still alive, but he feels 
               you owe him. You will repay your 
               debt.

                           HOCKNEY
               Who is this guy? How do we know you 
               work for Soze

                           KOBAYASHI
               I don't think that is relevant, Mr. 
               Hockney. The five of you are 
               responsible for the murder of Saul 
               Berg and his bodyguards. Mr. Redfoot 
               can attest to your involvement, and 
               we can see to it that he will. He is 
               not of your "superior" breed.

                           MCMANUS
               This is a load of shit.

                                                       (CONTINUED)

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


                           KOBAYASHI
               The offer is this, gentlemen. Mr. 
               Soze's primary interest, as I am 
               sure you all know, is narcotics. 
               He's been - competing shall we say, 
               with a group of Argentinians for 
               several years. Competing with Mr. 
               Soze has taken its toll. These 
               Argentinians are negotiating the 
               sale of ninety-one million dollars 
               in cocaine in three days time. 
               Needless to say, this purchase will 
               revitalize the diminishing strength 
               of their organization. Mr. Soze wants 
               you to stop the deal. If you choose, 
               you may wait until the buy.  Whatever 
               money changes hands is yours.  The 
               transaction will take place on a 
               boat in San Pedro. Mr. Soze wants 
               you to get to the boat and destroy 
               the cocaine on board. Then you are 
               free of your obligation to Mr. Soze.

                           KEATON
               Give me one good reason why I 
               shouldn't kill you right now.

     Kobayashi smiles and puts his briefcase on the table in front 
     of him.

                           KOBAYASHI
               A gift from Mr. Soze gentlemen.

     He turns and walks out of the room.

     Keaton walks over to the case and opens it. He reaches in 
     and pulls out five thick manila envelopes, each marked in 
     bold black letters. "KEATON", "McMANUS", "HOCKNEY", "FENSTER" 
     and "KINT."  Keaton pulls out the files, revealing a map 
     underneath.

     Keaton hands each man his file. He opens his first. He pulls 
     out a thick stack of papers and thumbs through them.

                           KEATON
               Jesus Christ. Open them.

     All of the men open their files. Inside are mug shots of 
     each man in his respective file as well as a printout of his 
     criminal record. But there is more.

                           HOCKNEY
               They know everything.

                                                       (CONTINUED)

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


                           MCMANUS
               This is my life in here. Everything 
               I've done since I was eighteen.

                           FENSTER
               Everybody I ever worked with, did 
               time with.

                           HOCKNEY
               They fucking know everything.

     Keaton pulls out a large black and white photograph of himself 
     and his lawyer EDIE FINNERAN. They are laughing arm in arm 
     by a fountain in New York. He hides the photo from the others.

                           KEATON
               This is not right.

                           FENSTER
               I don't know. Who was that guy that 
               used to talk about Soze in New York?

                           MCMANUS
               Bricks Marlin.

                           FENSTER
               Yeah. He said he did jobs for him.  
               Indirect stuff. Always five times 
               more money than the job was worth.

                           KEATON
               Come on. The guy is a pipe dream. 
               This Kobayashi is using him for window 
               dressing.

                           FENSTER
               I don't know. This is bad.

                           HOCKNEY
               It's bullshit. This guy could be 
               L.A.P.D. I think it's a setup.

                           FENSTER
               The way I hear it, Soze is some kind 
               of butcher. No pity.

                           KEATON
               There is no Keyser Soze.

     Verbal thumbs through his file. A long list of names, numbers, 
     addresses. It is a detailed portfolio of his entire criminal 
     and personal life. He looks up at Keaton.

                                                       (CONTINUED)

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


                           VERBAL
               Who is Keyser Soze

58   INT. RABIN'S OFFICE - DAY - PRESENT                           58   

     Kujan leans into Verbal's face. He hangs on his every word.

                           VERBAL
               He is supposed to be Turkish. Some 
               say his father was German. Nobody 
               believed he was real. Nobody ever 
               saw him or knew anybody that ever 
               worked directly for him, but to hear 
               Kobayashi tell it, anybody could 
               have worked for Soze. You never knew. 
               That was his power. The greatest 
               trick the Devil ever pulled was 
               convincing the world he didn't exist. 
               One story the guys told me - the 
               story I believe - was from his days 
               in Turkey.  There was a petty gang 
               of Hungarians that wanted their own 
               mob. They realized that to be in 
               power you didn't need guns or money 
               or even numbers. You just needed the 
               will to do what the other guy 
               wouldn't. After a while they come to 
               power, and then they come after Soze 
               He was small time then, just running 
               dope, they say...

59   INT. SOZE'S HOME - DAY                                        59   

     Three of the Hungarians come bursting into Keyser Soze's            
     home. They grab his five children and round them up in the 
     front room. One of the men grabs his wife and back-hands her 
     across the face.

                           VERBAL (V.O.)
               They come to his home in the afternoon 
               looking for his business. They find 
               his wife and kids in the house and 
               decide to wait for Sate.

60   INT. SOZE'S HOME - LATER                                      60   

     The front door opens and in walks Keyser Sate. We are never 
     allowed to see his face.

     Sate's wife lies in the corner, beaten and bruised. Her dress 
     is tattered to shreds. She cannot look up at her husband.

                                                       (CONTINUED)

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


     The three Hungarians stand to greet him. Two hold guns in 
     their hands. The third holds a straight razor. He grabs Soze 
     youngest boy and holds the razor to his throat.

                           VERBAL (V.O.)
               He comes home to his wife raped and 
               his children screaming. The Hungarians 
               knew Soze was tough. Not to be trifled 
               with.

     So they let him know they meant business.

     The Hungarian smiles. Soze's wife SCREAMS IN HORROR.

     The Hungarian holds up a BLOOD SOAKED RAZOR.

     SUDDENLY, he grabs another child. A little girl no older 
     than six.

                           VERBAL (V.O.) (CONT'D)
               They tell Soze they want his territory -
               all his business. Soze looks over 
               the faces of his family... Then he 
               showed these men of will what will 
               really was.

     SUDDENLY, Soze pulls out a pistol and shoots the two men 
     with guns. He turns and aims at the third man holding his 
     child.

     The man threatens to cut the child's throat, slicing just 
     enough to draw blood.

     SOZE FIRES.

     The stunned Hungarian watches the child fall from his arms.

     Sate turns the pistol on the next child, then the next and 
     the next. He kills his children one by one in front of the 
     Hungarian.

                           VERBAL (V.O.) (CONT'D)
               He tells him he would rather' see 
               his family dead than live another 
               day after this.

     SOZE walks over to his wife, crying and beaten on the floor 
     and holds up her head. She gives him the strangest look. One 
     of trust perhaps, saturated with fear and humiliation.

     He puts the gun between her eyes and fires.

                                                       (CONTINUED)

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


                           VERBAL (V.O.) (CONT'D)
               He lets the last Hungarian go, and 
               he goes running. He waits until his 
               wife and kids are in the ground and 
               he goes after the rest of the mob. 
               He kills their kids, he kills their 
               wives, he kills their parents and 
               their parents' friends.

     A dark and looming figure of a man walks in front of a wall 
     of fire - a black shadow blurred by waves of heat.

                           VERBAL (V.O.) (CONT'D)
               He burns down the houses they live 
               in and the stores they work in, he 
               kills people that owe them money.  
               And like that he was gone.  
               Underground. No one has ever seen 
               him again. He becomes a myth, a spook 
               story that criminals tell their kids 
               at night. If you rat on your pop, 
               Keyser Sate will get you. And nobody 
               really ever believes.

61   INT. RABIN'S OFFICE - DAY                                     61   

                           KUJAN
               Do you believe in him, Verbal?

                           VERBAL
               Keaton always said: "I don't believe 
               in God, but I'm afraid of him." Well 
               I believe in God, and the only thing 
               that scares me is Keyser SOZE.

62   INT. WORKSHOP                                                 62   

     Jack Baer and Rabin listen to Verbal on the speaker with one 
     ear.

                           RABIN
               You give this any weight, Agent Baer?

                           BAER
               I can introduce you to Dan Metzheiser 
               from Justice. He has a file on Sate 
               in D.C. It's been a hobby of his for 
               a few years. A lot of guys equate 
               him to that reporter on the Incredible 
               Hulk.

                           RABIN
               Had you heard of him before?

                                                       (CONTINUED)

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


                           BAER
               On the street? A few times. Outside 
               stuff. Somebody was working for a 
               guy who was working for a guy who 
               got money through Keyser Soze. That 
               kind of shit.  Could be an old badge. 
               A hex sign to keep people from fucking 
               with you back when a name meant 
               something.

                           RABIN
               But you're here.

                           BAER
               Shit yeah. I got a guy trying to 
               walk out of the hospital on a fried 
               drumstick to get away from SOZE. 
               I'11 run it up the flagpole.

63   INT. RABIN'S OFFICE                                           63   

                           VERBAL
               I came clean. I told it like it 
               happened on the boat. So what if I 
               left out how I got there?  It's got 
               so many holes in it, the D.A. would've 
               told me to blow amnesty out my ass. 
               So you got what you wanted out of 
               me. Big fucking deal.

                           KUJAN
               And this is why you never told the 
               D.A.

                           VERBAL
               You tell me, Agent Kujan. If I told 
               you the Loch Ness Monster hired me 
               to hit the harbor, what would you 
               say?

                           KUJAN
               Turn state's evidence. Take the stand 
               on this and we'll hear it out.

                           VERBAL
               I've got immunity now. What can you 
               possibly offer me?

                           KUJAN
               If there is a Keyser Soze he'll be 
               looking for you.

                                                       (CONTINUED)

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


                           VERBAL
               Where's your head, Agent Kujan? Where 
               do you think the pressure's coming 
               from?  Keyser Soze - or whatever you 
               want to call him - knows where I am 
               right now.  He's got the front burner 
               under' your ass to let me go so he 
               can scoop me up ten minutes later. 
               Immunity was just to deal with you 
               assholes. I got a whole new problem 
               when I post bail.

                           KUJAN
               So why play into his hands? We can 
               protect you.

                           VERBAL
               Gee, thanks, Dave. Bang-up job so 
               far.  Extortion, coercion. You'll 
               pardon me if I ask you to kiss my 
               pucker. The same fuckers that rounded 
               us up and sank us into this mess are 
               telling me They'll bail me out?  
               Fuck you. You think you can catch 
               Keyser Soze? You think a guy like 
               that comes this close to getting 
               fingered and sticks his head out? If 
               he comes up for anything, it will be 
               to get rid of me.
                    (beat)
               After that, my guess is you'll never 
               hear from him again.

64   INT. HALLWAY OUTSIDE HOSPITAL ROOM - DAY                      64   

     Doctor Plumber watches from out in the hall.  Kovash spits 
     out a constant river of Hungarian while Bodi tries to keep 
     up, relaying everything to Tracy Fitzgerald.

     She sketches frantically while Daniel Metzheiser looks on.

     The composite sketch of Keyser SOZE is taking form.

     << >> Denotes liners spoken 

     In Hungarian.

                           BODI
               <>

                           KOVASH
               <>

                                                       (CONTINUED)

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


                           BODI
                    (To Tracy)
               The nose is sharper. Smaller too.
                    (To Arkosh in Hung.)
               <>

                           KOVASH
               <>

                           BODI
               <>

                           KOVASH
               <>

                           BODI
                    (To Tracy)
               He says the hair is longer and 
               lighter.

65   EXT. BEACH - DAY                                              65   

     Waves pound across a stone jetty. A MAN sits fishing while 
     his young son, BRANDO strolls toward the open sea. He pokes 
     at rocks and seaweed with a fishing pole. He glances down at 
     Something wedged between the rocks beneath his feet. He pokes 
     at it. He notes the checkered pattern of the fabric entwined 
     with the twisted mess. It is the bloated carcass of THE MAN 
     IN THE CHECKERED BATHROBE. BRANDO pokes it's eye with the 
     fishing pole. It pops.

66   INT RABIN'S OFFICE                                            66   

                           VERBAL
               That was how I ended up in a barber 
               shop quartet in Skokie, Illinois.

                           KUJAN
               This is totally irrelevant.

                           VERBAL
               Oh, but it's not. If I hadn't been 
               nailed in Illinois for running a 
               three card monte in between sets, I 
               never would have took off for New 
               York. I never would have met Keaton, 
               see. That barber shop quartet was 
               the reason for everything.

                           KUJAN
               Can we just get back to Kobayashi?

                                                       (CONTINUED)

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


                           VERBAL
               The quartet is part of the bit about 
               Kobayashi. The quartet was in my 
               file, along with every other thing I 
               had done since high school, see? 
               Aliases, middle-men. They knew me 
               better than I did.  They knew all of 
               us.

     Kujan looks at his watch.

                           KUJAN
               You're stalling, Verbal.

                           VERBAL
               Give a guy a break, huh?

                           KUJAN
               What happened?

     Verbal slumps a bit. He realizes his stalling tactic has 
     failed.

                           VERBAL
               We woke up the next morning and 
               Fenster was gone. He couldn't handle 
               the idea of slumming for SOZE. He 
               left a note wishing us good luck and 
               took a chunk of the money we'd scraped 
               together.

                           KUJAN
               Then what?

                           VERBAL
               McManus was furious. He was talking 
               about tracking him down and ripping 
               his heart out and all sorts of shit. 
               That night we got the call.

                           KUJAN
               What call?

                           VERBAL
               Kobayashi told us where we could 
               find Fenster.

67   EXT. BEACH - NIGHT - TWO WEEKS PRIOR                          67   

     Keaton looks out over the ocean and smokes a cigarette.

                           KEATON
               What do you want to do with him?

                                                       (CONTINUED)

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


     McManus kneels in the sand. Hockney and Verbal stand behind 
     him, staring at something in front of them.

     It is the body of Fred Fenster, literally peppered with bullet 
     holes. McManus stares at him, fighting any flicker of emotion.

                           MCMAMJS
               I worked five years with Fenster. 
               More jobs, more money than I can 
               count.

                           KEATON
               I'm sorry, McManus.

                           MCMANUS
               I want to bury him.

                           KEATON
               No time.

     McManus springs to his feet and points a pistol at Keaton.

     Keaton turns to face him and raises his head. McManus might 
     as well be pointing a feather-duster.

                           MCMANUS
               YOU WILL FIND TIME. You're not the 
               only one with debts, man.

                           KEATON
               No shovel.

                           MCMANUS
               WITH OUR HANDS.

68   EXT. BEACH                                                    68   

     Everyone digs in the sand on the deserted beach with their 
     hands. They are up to their waists in the hole they have 
     scooped out. Fenster's body is a few feet away.

                           HOCKNEY
               This is nuts.

                           MCMANUS
               Dig.

                           HOCKNEY
               This is fucking dry sand, man. When 
               he rots, the surfers'll smell him 
               from a hundred yards out.

                           MCMANUS
               DIG, YOU FUCKER.

                                                       (CONTINUED)

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


     Hockney can see that McManus has truly gone over the edge 
     for now. Keaton gives him a look that says don't argue.

                           HOCKNEY
               Keaton, we gotta go. They're gonna 
               find him.

                           KEATON
               Dig.

                           VERBAL
               What are we gonna do?

                           HOCKNEY
               I can run. I got no problem with 
               that.

                           KEATON
               They don't seem to have a problem 
               with it either.

                           MCMANUS
               Nobody runs.

                           HOCKNEY
               This ain't my boy we're burying. I 
               don't owe anybody.

                           MCMANUS
               We got a deal here.

                           HOCKNEY
               Since when?

                           MCMANUS
               Since tonight.

                           HOCKNEY
               Fuck that.

                           MCMANIJS
               It's payback.

                           KEATON
               IT'S NOT PAYBACK. I don't answer to 
               you.  It's precaution. You want 
               payback?  You want to run?  I don't 
               care. I'm going to finish this thing. 
               Not for Fenster, not for anybody 
               else, but for me. This Kobayashi 
               cocksucker isn't going to stand over 
               me.
                    (Beat)
               All of you can go to hell.

                                                       (CONTINUED)

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


     Keaton turns and digs furiously with both hands. Hockney 
     takes a moment and slowly starts to do the same.

     The four men dig for Fenster. The first to find some rest.

69   INT. RABIN'S OFFICE - DAY - PRESENT                           69   

     Verbal smokes with his good hand shaking badly.

                           KUJAN
               And after they killed Fenster nobody 
               would run?

                           VERBAL
               I wanted to. I thought we could make 
               it.

                           KUJAN
               Why didn't you say anything?

                           VERBAL
               I tried, believe me, but Keaton 
               wouldn't have it. It was too far-
               fetched for him.  Keaton was a 
               grounded guy. An ex-cop. To a cop, 
               the explanation is never that 
               complicated. It's always simple.  
               There's no mystery on the street, no 
               arch-criminal behind it all. If you 
               got a dead guy and you think his 
               brother did it, you're going to find 
               out you're right.  Nobody argued 
               with Keaton. They just set their 
               minds on whacking Kobayashi.

70   EXT. PARKING LOT - NIGHT - TWO WEEKS PRIOR                    70   

     Redfoot's Harley rests on the roof of the Caddy in a mangled 
     heap. The body of the Caddy is riddled with bullet holes.

     Redfoot's dead body has been shoved head-first through a 
     hole in the windshield up to his waist, recognizable only by 
     the trademark red boot.

71   INT. OFFICE BUILDING - DAY                                    71   

     Kobayashi walks through the front door of a plush office 
     tower followed by two bodyguards. He heads toward the 
     elevator, failing to notice Hockney a few feet away, reading 
     a newspaper.

     We see a wire running from Hockney's ear to his collar.

                                                       (CONTINUED)

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


                           HOCKNEY
               He's coming up.

72   INT. HALLWAY - FORTIETH FLOOR                                 72   

     Keaton, McManus and Verbal stand by the six elevators on the 
     fortieth floor. They are all wearing khaki overalls and tool 
     belts with walkie-talkies. They look like servicemen.

     All of the elevators have been propped open and stranded.

     McManus moves into one of the elevators. As the doors close         
     behind him, he scrambles for the ceiling hatch.

73   INT. HALLWAY                                                  73   

     Keaton and Verbal listen for anything on the radio.

74   INT. LOBBY                                                    74   

     The elevator opens. Kobayashi and his bodyguards get on the 
     elevator.

75   INT. ELEVATOR                                                 75   

     The elevator is empty except for the three men. McManus has 
     vanished. Kobayashi presses a button and they are on the 
     way.

     SUDDENLY, the ceiling hatch opens and McManus' arm comes 
     out.

     POP - POP. Two shots from a suppressed pistol and the guards 
     drop to the floor, DEAD.

     Kobayashi looks up with surprising calm into McManus' barrel.

                           MCMANUS
               Press forty.

76   INT. HALLWAY - FORTIETH FLOOR                                 76   

     The elevator opens and Kobayashi is greeted by Keaton and 
     Verbal. McManus drops from the ceiling hatch and pushes him 
     out.

     Verbal and McManus grab the dead bodies and drag them out of 
     the elevator. They drag them to the next elevator which has 
     been forced open, revealing an empty shaft.

                           KEATON
               The answer is no.

                                                       (CONTINUED)

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


                           KOBAYASHI
               Mr. Soze will be most -

                           KEATON
               Listen to me, cocksucker. There is 
               no Keyser Sate. If you say his name 
               again, I'11 kill you right here.

                           KOBAYASHI
               A strange threat. I can only assume 
               you're here to kill me anyway. Pity 
               about Mr. Redfoot.

                           MCMANUS
               Fair trade for Fenster.

     The elevator opens and Hockney steps out.

                           KOBAYASHI
               Ahh, Mr. Hockney. Do join us.

                           KEATON
               We know you can get to us, and now 
               you know we can get to you. I'm 
               offering you the chance to call this 
               off.

                           KOBAYASHI
               Mr. So- My employer has made up his 
               mind.  He does not change it.

                           KEATON
               Neither do we.

                           MCMANUS
               You got Fenster, you may get more, 
               but you won't get us all. Not before 
               one of us gets to you.

                           KOBAYASHI
               I believe you, Mr. McManus. I quite 
               sincerely do. You would not have 
               been chosen if you were not so 
               capable, but I cannot make this 
               decision. Whatever you can threaten 
               me with is... ludicrous in comparison 
               to what will be done to me if -

                           MCMANUS
               Just so you know. I'm the guy. I'm 
               the one that's gonna get through to 
               you.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 85


                           KOBAYASHI
               I am sorry, Mr. McManus.
                    (To Keaton)
               I implore you to believe me, Mr. 
               Keaton.  Mr. Soze is very real and 
               very determined.

                           KEATON
               We'll see.

     McManus holds a pistol to Kobayashi's chin. The lawyer's 
     cool eyes never falter.

                           KOBAYASHI
               Before you do me in, you will let me 
               finish my business with Ms. Finneran 
               first, won't you?

     SUDDENLY, Keaton grabs McManus' hand and pulls the gun away 
     before he can shoot.

                           KEATON
               What did you say?

                           KOBAYASHI
               Edie Finneran. She is upstairs in my 
               office for an extradition deposition.  
               I requested she be put on the case 
               personally. She flew out yesterday.

     Everyone looks at Keaton.

                           KOBAYASHI (CONT'D)
               No matter. Kill away, Mr. McManus.

                           KEATON
               You're lying.

                           KOBAYASHI
               Am I?

77   INT. HALLWAY - FIFTIETH FLOOR                                 77   

     Everyone follows Kobayashi quietly down a dimly lit, oak-
     lined hallway. Verbal holds a small pistol discreetly in the 
     small of Kobayashi's back.

     They come to a glass office foyer. Kobayashi gestures and 
     everyone looks through the glass into the lobby beyond.

     EDIE FINNERAN is talking casually with the receptionist.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 86


78   INT. LOBBY                                                    78   

     Edie glances toward the men in the hall.

     Keaton turns quickly on his heels, facing the others. From 
     where Edie stands, it looks as though Kobayashi is talking 
     to a group of harmless maintenance men.

     They see A LARGE MAN dressed very much like the two dead 
     bodies left in the hall downstairs. The man notices Kobayashi 
     and the others. He stands and stares menacingly.

                           KOBAYASHI
               Ms. Finneran's escort in Los Angeles.  
               Never leaves her for a moment. I 
               thought you'd like to know she was 
               in good hands.

     Keaton's mind races for an alternative. He can find none.

     Verbal lowers his gun without being told.

                           KOBAYASHI (CONT'D)
               Get your rest, Gentlemen. The boat 
               will be ready for you on Friday. If 
               I see you or your friends before 
               then, or fail to check in every half 
               hour with that unpleasant looking 
               man in there, Ms.  Finneran will 
               find herself the victim of a gruesome 
               violation before she dies. As will 
               your father, Mr. Hockney. and your 
               Uncle Randall in Arizona, Mr. Kint. 
               I might only castrate Mr. McManus' 
               nephew, David. Do I make myself clear?

     All of the men surround Kobayashi, aching to kill him.

                           KOBAYASHI (CONT'D)
               I'11 take care of the dead men 
               downstairs. We'll add them to the 
               cost of Mr. Fenster. Now if you'll 
               excuse me.

     Kobayashi walks into the office. Edie turns to greet him.

     Keaton slowly turns and watches as they shake hands and talk.

     Kobayashi says something they cannot hear and Edie laughs, 
     her back to the window.

     Kobayashi smiles over her shoulder at Keaton.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 87


     All the while, the bodyguard watches Keaton. He nods politely 
     before Keaton and the others leave. Verbal watches for a 
     moment more and follows.

79   EXT. HILLSIDE ROAD - DAY                                      79   

     Keaton, Verbal, Hockney and McManus sit in a rented sedan 
     overlooking San Pedro harbor.

     Another file from Kobayashi's briefcase is laid out on the 
     dashboard. This has a map and a good fifty pages of 
     information in it.

                           KEATON
               It's a logistical nightmare. Close 
               quarters, no advance layout, ten 
               men, maybe twenty.

                           HOCKNEY
               Can we stealth these guys?

                           KEATON
               Doubtful. With all that coke, they'll 
               be ready - which brings me to sunny 
               spot number two. Even if one of us 
               gets through and jacks the boat, we 
               get nothing.

                           MCMANUS
               And if we wait for the money?

                           KEATON
               Ten more men at least. In my opinion, 
               it can't be done. Anyone who walks 
               into this won't come out alive.

                           MCMANUS
               I'm for waiting for the money.

                           HOCKNEY
               Me too.

                           VERBAL
               Did you hear what he just said?

                           HOCKNEY
               If I'm going in, I want a stake.

                           MCMANUS
               So do I.

     Verbal is shocked by what he is hearing. He looks at Keaton 
     as if to ask him for his decision.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 88


     Keaton's cold stare is all the answer Verbal needs. He slumps 
     in his seat, resigned to the others.

                           VERBAL
               I just can't believe we're just gonna 
               walk into certain death.

                           PAUSE
               They all suddenly realize the weight 
               of their situation.

     FINALLY:

                           MCMANUS
               News said it's raining in New York.

     No one knows quite how to respond.

80   EXT, PIER - SAN PEDRO - NIGHT                                 80   

     A large boat, sleek and yacht-like, but without finesse. 
     This is a boat for business - heavy and fast. It is moored 
     to the pier.

     A large crane hoists a pallet of fuel drums from the dock. 
     It swings slowly over the boat. A man on the dock yells in 
     Spanish to the crane operator.

81   EXT. BOATHOUSE                                                81   

     Behind an old and weathered boat in dry-dock, Keaton and 
     Verbal watch the boat from the shadows.

                           VERBAL
               What-are they speaking?

                           KEATON
               Russian, I think. I don't know.

                           VERBAL
               Hungarian?

                           KEATON
               Knock it off.

     DOLLY OVER TO REVEAL:

     McManus climbing up the side of the boathouse.

     CONTINUE PAST HIM TO REVEAL:                                        

     A large boat. A very large boat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 89


82   EXT. BARGE                                                    82   

     Hockney maneuvers through a mesh of twisted steel, arriving 
     at a vantage point near the stern of the large boat.

     HOCKNEY'S P.O.V.

     A black van pulls up and parks near the crane. Four men in 
     suits get out. One remains with the van and the other three 
     walk toward the boat.

     On the boat, five men come up from below deck. They are tense 
     and cautious around the men in suits. Someone speaks in 
     Spanish and someone else in Russian. It takes a moment before 
     anyone speaks the same tongue. They settle on French for 
     both negotiators.

     Hockney sits in the van. He handles a large shoulder bag 
     stuffed with plastique. He tests a timer on top.

     He picks up a walkie-talkie.

                           HOCKNEY
               Are we ready, kids?

83   EXT. BOATHOUSE.-- ROOF                                        83   

     McManus is positioning himself on the roof of the boathouse.

     He stops and grabs his radio.

                           MCMANUS
               If I didn't have to stop and answer 
               you, I would be.

84   INT. BOATHOUSE                                                84   

                           KEATON
                    (into radio)
               Everyone shut up. I'm ready. McManus, 
               you better be set up in ten seconds.

                           MCMANUS
                    (On radio)
               I'm there.

                           KEATON
                    (To Verbal)
               I want you to stay here. Understand?

                           VERBAL
               But I'm supposed to -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 90


                           KEATON
               If we don't make it out, I want you 
               to take the money and go.

                           VERBAL
                    (Confused)
               Keaton, I can't just -

                           KEATON
               I want you to find Edie. Both of you 
               find some place safe. Tell her what 
               happened - Everything. She knows 
               people. She'll know what to do. If 
               we can't get Kobayashi my way, she'll 
               get him her way.

                           VERBAL
               What if I -

                           KEATON
               Just do what I tell you.

     Keaton turns and takes a few steps. He stops and looks back, 
     his face marked with guilt and agony.

                           KEATON (CONT'D)
               Tell her I... Tell her I tried.

     Keaton leaves before Verbal can respond. He walks down a 
     ramp toward the boat.

     He is no more than a few yards out of the shadows before the 
     first man sees him.

85   EXT. DOCK                                                     85   

     One of the men in suits starts to yell to the others. Men 
     pull out guns and try to look as cool as they can.

     Keaton walks right into the face of all of these men, 
     undaunted. His hands are in his pockets.

     Above him, in the darkness, McManus pokes his head out and 
     spies Keaton. He pulls his head back and sticks out the barrel 
     of the rifle.

     Keaton comes to a stop about twenty feet from fifteen men 
     all together.

86   EXT. BOATHOUSE - ROOF                                         86   

     McMANUS'S P.O.V.

     McManus stares through the scope of his rifle at the scene.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 91


     The cross-hairs breeze past Keaton and find a target. A man 
     in a suit.

                           MCMANUS
               Pow.

     He moves to another and then another, picking up speed and 
     mock-shooting the men. He is steady and quick. It is clear 
     he could take all fifteen in a few seconds.

                           MCMANUS (CONT'D)
               Pow-pow-pow-pow-pow-pow. Oswald was 
               a fag.

87   EXT. DOCK                                                     87   

     The men shout questions at Keaton in a number of languages.

88   EXT. BARGE                                                    88   

     HOCKNEY'S P.O.V.

     A few men standing on the dock near the stern of the large 
     boat, move towards the commotion.

     Hockney bails out and runs quickly and quietly through the 
     shadows, bringing the bomb with him.

89   EXT. BOATHOUSE                                                89   

     Verbal remains in the darkness, looking frightened.

90   INT. BOATHOUSE - ROOF                                         90   

     McManus still wanders with his scope.

                           MCMANUS
               Old McDonald had a farm, ee-aye, ee-
               aye, oh. And on this farm he shot 
               some guys.  Ba-da-bip, ba-da-bing, 
               bang-boom.

91   EXT. DOCK                                                     91   

     Finally two men walk right towards Keaton. The rest train 
     guns on him. They reach for his arms, pointing their guns 
     right at him.

     At the far end of the dock, Hockney throws his bomb onto the 
     stern of the large boat.

     IT EXPLODES

     The men surrounding Keaton, are distracted.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 92


     Keaton pulls a pistol out of each pocket and shoots the two 
     men closest to him.

92   EXT. BOATHOUSE - ROOF                                         92   

                           MCMANUS
               ELVIS HAS LEFT THE BUILDING.

     He fires as fast as he can.

93   EXT. PIER                                                     93   

     The men from the boat and the men in suits try to peg Keaton, 
     but McManus' sniping has them running.

94   INT. CRANE                                                    94   

     The crane operator opens the door to bail out, leaving the 
     crane in motion.

95   EXT. BOATHOUSE - ROOF                                         95   

     McManus runs across the roof of the boathouse and jumps down 
     to the pier. He arrives at a thick mooring cable and climbs 
     across to the boat.

     MEANWHILE ON THE DOCK:

     Keaton climbs up onto a small lifeboat hanging from the side 
     of the larger boat. From this he climbs aboard the large 
     boat.

96   EXT. DOCK                                                     96   

     Hockney is firing in all directions.

     SUDDENLY, he realizes no one is left on the dock.

     PAUSE

     FINALLY, he turns and runs back for the van parked on the 
     pier above. He finds a ramp leading from the dock to the 
     pier.

     At the van, he finds the one man who has stayed behind to 
     protect it.  The man hears Hockney coming and raises his 
     gun. Hockney runs straight at him, screaming frantically.

                           HOCKNEY
                    (In Spanish)
               <>

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 93


     BOOM!  

     He shoots the man point blank in the face and runs over his 
     body as it falls.

     He gets to the back door of the van and yanks it open.

     The inside is stacked with large wooden crates.

97   INT. VAN                                                      97   

     Hockney, suddenly oblivious to the sound of gunfire, opens 
     one of the crates and looks inside.

     IT IS FILLED WITH MONEY. Cash and negotiable bonds of all 
     kinds.

     He smiles.

                           BOOM
               BLOOD sprays all over the money. 
               Hockney looks at it, puzzled.

     Hockney raises a blood-soaked hand from his belly.

     He turns and stares in horror.

     BOOM - Another shot takes off the top of his head.

98   EXT. PIER                                                     98   

     McManus runs like a wild man across the deck, heading for 
     the hatch .

     He shoots in all directions as though he has eyes in the 
     back of his head. He sees Keaton climbing onto the deck of 
     the boat.

99   EXT. WAREHOUSE                                                99   

     Verbal is wrestling with what to do. He finally makes a break 
     for the other side of the boathouse.

100   EXT. BOAT DECK                                              100   

     The crane continues to swing.

     A single bullet hits one of the barrels on the suspended 
     pallet.

     Gasoline pours out through the bullet-hole.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 94


101   EXT. BOAT                                                   101   

     Keaton finds the hatch and goes below, shooting a man on his 
     way up the stairs. McManus jumps on board and runs down behind 
     him.

102   EXT. PIER                                                   102   

     Verbal arrives at the top of the ramp leading from the dock 
     to the pier. He ducks down behind a guardrail beside the 
     ramp.

     He turns and sees Hockney's dead body next to the van.

     He looks around frantically, frozen in terror.

     It is quiet, except for the sounds of screaming, far off in 
     the bowels of the boat and the hum of the crane.

103   INT. RABIN'S OFFICE - DAY - PRESENT                         103   

                           KUJAN
               Why didn't you run?

                           VERBAL
               I froze up. I thought about Fenster 
               and how he looked when we buried 
               him, then I thought about Keaton. It 
               looked like he might pull it off.

     A KNOCK ON THE DOOR.

     Rabin steps in and motions for Kujan to come outside.

104   INT.HALLWAY                                                 104   

     Rabin and Jack Baer are in the hall. Rabin hands Kujan a 
     thick manila folder. Kujan thumbs through it.

                           BAER
               A boy came across a body on the beach 
               this morning. Thrown clear when the 
               boat burned. Shot once in the head.  
               Two guys from the F.B.I. just 
               identified him.

                           KUJAN
               And ?

                           RABIN
               His name was Arturo Marquez. A petty 
               smuggler out of Argentina. He was 
               arrested in New York last year for
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 95


                           RABIN (CONT'D)
               trafficking. He escaped to California 
               and got picked up in Long Beach. 
               They were setting up his extradition 
               when he escaped again. Get this - 
               Edie Finneran was called in to advise 
               the proceedings.

                           KUJAN
               Kobayashi.

     Bear nods.

                           RABIN
               I called New York County and they 
               faxed me a copy of Marquez's 
               testimony. He was a rat.

     Kujan pulls out page after page from the file.

                           KUJAN
               A big fucking rat.

                           RABIN
               Arturo was strongly opposed to going 
               back to prison. So much so that he 
               informed on close to fifty guys. 
               Guess who he names for a finale?

     Kujan finds one sheet and notices a paragraph is highlighted.

                           KUJAN
               Keyser Soze

                           BAER
               There's more.

105   INT. RABIN'S OFFICE - MOMENTS LATER                         105   

     Kujan walks in and sits down in front of Verbal. He smiles.

                           KUJAN
               I'11 tell you what I know. Stop me 
               when it sounds familiar.

     Verbal is confused.

                           KUJAN (CONT'D)
               There was no dope on that boat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 96


106   INT. BOAT - NIGHT - ONE WEEK PRIOR                          106   

     Keaton is weaving through tight, low-ceiling corridors, 
     looking in every cabin, working his way towards the bottom 
     of the boat.

     ELSEWHERE IN THE BOAT, McManus is tearing though the 
     corridors, seemingly less interested in securing the cargo 
     as he is in killing everyone on board.

     He screams like a lunatic, shooting everything in his path, 
     killing some men with his bare hands, shooting others, 
     stabbing others still with a knife he has brought along.

107   INT. CORRIDOR                                               107   

     JAIME, one of the men from the boat, is half-pushing, half-
     helping a thin and sweaty looking MAN IN A CHECKERED BATHROBE 
     towards a cabin at the end of the hall.

     The man in the robe is trembling. He seems stricken with 
     fear.

                           MAN IN ROBE
               He's here. I saw him on deck.

     Jaime pushes him inside the cabin and shuts the door.

     A stereo playing softly in the room mixes with the man's 
     panicked breathing.

     The man in the robe screams through the closed door, his 
     voice echoing off of the metal bulkheads.

                           MAN IN ROBE (CONT'D)
               I'M TELLING YOU IT'S KEYSER SOZE.

     Jaime stands outside the door of the cabin and turns to face 
     down the hall. Off in some other part of the boat, he can 
     hear McManus wailing like a banshee and the ever-less frequent 
     sound of gunshots.

108   INT. HOLD                                                   108   

     Keaton has come to the four-foot-high door to the hold. The 
     door is open slightly. Keaton finds this strange. He pushes 
     the door open and steps inside. The hold is empty.

     He hears a noise behind him. He wheels around to fire. He 
     sees McManus in the door. His face is covered with blood.

                           MCMANUS
               Did you hear what I heard?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 97


                           KEATON
               What happened to you?

                           MCMANUS
               Keyser Soze is on the boat.

                           KEATON
               What?

                           MCMANUS
               I heard somebody screaming his nuts 
               off.  He said Keyser Soze was on the 
               boat.

                           KEATON
               Are you alright?

     McManus rubs some of the blood off with his sleeve.

                           MCMANUS
               Huh? Oh, It's not mine.

                           KEATON
               There's no coke.

     McManus looks around the hold as though he'll see four and a 
     half tons of dope in some corner where Keaton might have 
     missed it.

     The two men look at one another. There is a long, pregnant 
     silence.

                           MCMANUS
               Let's get the fuck out of here.

                           KEATON
               Right behind you.

109   INT. CORRIDOR                                               109   

     Keaton and McManus step out of the hold, walking slowly and 
     cautiously back from where they came. They hear the sounds 
     of footsteps running on the deck above and the occasional 
     hollered sentence in Spanish.

                           KEATON
               Where's Hockney?

                           MCMANUS
               I don't think he made it to the boat.

     They come to a corner. They can go left or right.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 98


                           KEATON
               I can't remember which way.

                           MCMANUS
               Right -

     BOOM - BOOM

     Gunshots fill the hallway from behind them. They do not stop 
     to turn around. Keaton goes left, McManus goes right. They 
     run in opposite directions with the sound of gunfire right 
     behind them.

110   INT. HALLWAY - CABIN                                        110   

     Jaime squints and cocks his head.

     SOMEONE IS COMING. He raises a pistol and crouches by the 
     door.

111   INT. CABIN                                                  111   

     The man in the bathrobe sits on the foot of the bed watching 
     the door. He hears the sounds of fighting somewhere not too 
     far away.

     He crawls over the bed and squeezes between it and the 
     bulkhead. Only the top of his head is visible. He starts to 
     cry.

     BOOM - BOOM - Two shots just outside in the hall.

     SUDDENLY, the door bursts open. Jaime collapses in a heap on 
     the floor, a bullet hole in his eye.

     FIGURE LOOMS IN THE DOOR

     The man in the bathrobe looks up at the figure. We cannot 
     see him.

                           MAN IN ROBE
               I told them nothing.

     BOOM

     The man in the robe falls dead.

112   EXT. DECK - MOMENTS LATER                                   112   

     The boat is quiet now. Keaton walks out onto the deck.

     He looks out over the pier and sees Verbal standing in the 
     middle of the carnage, frozen. Their eyes meet. Keaton waves 
     at him as if to shoe him away.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 99


113   EXT. PIER - TOP OF RAMP                                     113   

     Verbal hesitates and finally moves towards the van with the 
     money. He looks back over his shoulder and sees Keaton.

     Keaton sees him looking and waves again, hurrying him along.

     Verbal turns away and focuses on the van.

114   EXT. DECK                                                   114   

     Keaton hears a noise behind him. He swings around and points 
     his gun at McManus again. He puts the gun down.

     McManus smiles. He walks slowly across the deck towards 
     Keaton. Something is not right about him.

                           MCMANUS
               Strangest thing...

     He slumps to the deck. Keaton rushes over to him. He kneels 
     down and sees a pipe sticking out of the back of McManus's 
     neck.

115   EXT. PIER                                                   115   

     Verbal approaches the van, stepping over Hockney's body. He 
     closes the back doors of the van. He looks to his left at 
     the huge loading crane. He glances upward along the giant' 
     arm as it swings steadily on.

     Somewhere, off in the distance, the sound of SIRENS can be 
     heard.

116   EXT. DECK                                                   116   

     Keaton kneels by McManus, trembling with rage. After a moment 
     he stands, looking down at McManus' dead body.

117   EXT. PIER                                                   117   

     SUDDENLY, Verbal realizes something. He turns and goes to 
     call out a warning to Keaton. He is too late.

118   EXT. DECK                                                   118   

     Keaton never sees the crane coming.

                           WHAM
               The pallet of barrels hits him square 
               in the back and sends him flying 
               into the wheel house of the boat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 100


     Keaton is still for a moment. Finally, he tries to get up, 
     but finds he cannot move his legs.

119   EXT. PIER                                                   119   

     Verbal runs down the ramp as fast as he can. He comes to a 
     rope ladder hanging down the side of the boat.  SUDDENLY, he 
     stops dead in his tracks, looking up at the boat.

     From where he stands, he can just make out the figure of a 
     TALL, THIN MAN walking along the edge of the deck. He moves 
     quietly and calmly in the shadows towards the crane, looking 
     out of place in his expensive suit.

     Something about this man terrifies him.

120   INT. RABIN'S OFFICE - DAY - PRESENT                         120   

                           KUJAN
               And that's when you say in your 
               statement that you saw...

     Kujan picks up his copy of Verbal's statement to the D.A.

                           KUJAN (CONT'D)
               A man in a suit with a slim build. 
               Tall.

                           VERBAL
               Wait a minute.

                           KUJAN
                    (Looking at watch)
               I don't have a minute. Are you saying 
               it was Keyser Soze? You told the 
               D.A. you didn't know who it was.

     Verbal is drowning in Kujan's interrogation. He looks dazed.

                           VERBAL
               I - there had to be dope there.

                           KUJAN
               Don't shine me, Verbal. No more 
               stalling.  You know what I'm getting 
               at.

                           VERBAL
               I don't.

                           KUJAN
               YES YOU DO. YOU KNOW WHAT I'M GETTING 
               AT.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 101


                           KUJAN (CONT'D)
               THE TRUTH. TRY TO TELL ME YOU DIDN'T   
               KNOW. TRY TO TELL ME YOU SAW SOMEONE 
               KILL KEATON.

     For the first time, Verbal stands and tries to move away 
     from Kujan, but Kujan stays in his face, backing him into a 
     corner. Verbal shields himself with his hands and shuts his 
     eyes.

                           KUJAN (CONT'D)
               TRY TO KEEP LYING TO ME NOW. I KNOW 
               EVERYTHING.

                           VERBAL
               I don't know what you're talking 
               about.

                           KUJAN
               YOU KNOW. YOU'VE KNOWN THIS WHOLE 
               FUCKING TIME. GIVE IT TO ME.

     Verbal looks into Kujan's eyes with genuine terror. Kujan's 
     face is red, his body trembles. His locomotive breathing is 
     the only sound in the room.

                           VERBAL
               I don't understand what you're saying. 
               I saw Keaton get shot, I swear to 
               you.

                           KUJAN
               Then why didn't you help him?

                           VERBAL
               I WAS AFRAID, OKAY?  Somehow, I was 
               sure it was Keyser Soze at that point. 
               I couldn't bring myself to raise my 
               gun to him.

                           KUJAN
               But Keaton...

                           VERBAL
               It was Keyser Soze, Agent Kujan. I 
               mean the Devil himself. How do you 
               shoot the Devil in the back?

     Verbal holds up a shaking, twisted hand.

                           VERBAL (CONT'D)
               What if you miss?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 102


121   EXT. BARGE - NIGHT - ONE WEEK PRIOR                         121   

     Verbal is hiding in the tangle of girders and cables on the 
     barge.

     VERBAL'S P.O.V.

     Keaton's body is completely obscured.

     The man in a suit strides across the deck over to Keaton, 
     stopping to relieve himself on a small fire on the deck.

     He walks up and stands over Keaton. The two men exchange 
     words and the man in the suit pulls out a pistol. He points 
     it at Keaton.

     RED AND BLUE LIGHTS FLASH BEHIND VERBAL

     Verbal turns. He can just make out police cars coming in the 
     distance.

     BANG

     Verbal hears a shot from the deck of the boat. He turns in 
     time to see the man in the suit running across the deck toward 
     the gangway.

     Verbal can barely see the man from where he is now. The man 
     in the suit is covered by shadows and the poor angle from 
     the barge. Verbal strains to see but he cannot.

     The man in the suit stops long enough to pull out a lighter.

     He turns and walks back across the deck and out of sight.

     A moment later flames leap up from on the deck.

     The mesh of steel and rubber leaves a dark and open cocoon 
     at its base.

     MOVE INTO THE DARKNESS.

     Sirens are close now. Almost here. The sound of fire raging 
     out of control.

     SIRENS BLARING. TIRES SQUEALING. CAR DOORS OPENING. FEET 
     POUNDING THE PAVEMENT.

     MOVE FURTHER, SLOWER, INTO THE DARKNESS.

     Voices yelling. New light flickering in the surrounding 
     darkness.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 103


     BLUE 06/01/94

122   INT. RABIN'S OFFICE - DAY - PRESENT                         122   

                           KUJAN
               Arturo Marquez. Ever hear of him?

                           VERBAL
               Wha- No.

                           KUJAN
               He was a stool pigeon for the Justice 
               Department. He swore out a statement 
               to Federal Marshals that he had seen 
               and could positively identify one 
               Keyser Soze and had intimate knowledge 
               of his business, including, but not 
               exclusive to, drug trafficking and 
               murder.

                           VERBAL
               I never heard of him.

                           KUJAN
               His own people were selling him to a 
               gang of Hungarians. Most likely the 
               same Hungarians that Sate all but 
               wiped out back in Turkey. The money 
               wasn't there for dope. The Hungarians 
               were going to buy the one guy that 
               could finger Soze for them.

                           VERBAL
               I said I never heard of him.

                           KUJAN
               But Keaton had. Edie Finneran was 
               his extradition advisor. She knew 
               who he was and what he knew.

                           VERBAL
               I don't -

                           KUJAN
               There were no drugs on that boat. It 
               was a hit. A suicide mission to whack 
               out the one man that could finger 
               Keyser Soze so Sate had a few thieves 
               put to it. Men he knew he could march 
               into certain death.

                           VERBAL
               But how - wait. You're saying SOZE 
               sent us to kill someone?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 104


                           KUJAN
               I'm saying Keaton did.

     Verbal cannot grasp this. He squints, trying to understand.

                           KUJAN (CONT'D)
               Verbal, he left you behind for a 
               reason.  If you all knew Soze could 
               find you anywhere, why was he ready 
               to send you off with the money when 
               he could have used you to take the 
               boat?

                           VERBAL
               He wanted me to live.

                           KUJAN
               Why did he want you to live?  A one-
               time dirty cop without a loyalty in 
               the world finds it in his heart to 
               save a worthless rat-cripple? No, 
               sir. Why'

                           VERBAL
               Edie.

                           KUJAN
               I don't buy that reform story for a 
               minute. And even if I did, I certainly 
               don't believe he would send you to 
               protect her. So why?

                           VERBAL
               Because he was my friend.

                           KUJAN
               No, Verbal. You weren't friends. 
               Keaton didn't have friends. He saved 
               you because he wanted it that way. 
               It was his will.

     Verbal grinds to a mental halt, trying to grasp the 
     implication.

     SUDDENLY:

                           VERBAL
               No...

                           KUJAN
               Keaton was Keyser Soze

                           VERBAL
               NO.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 105


                           KUJAN
               The kind of guy who could wrangle 
               the wills of men like Hockney and 
               McManus.  The kind of man who could 
               engineer a police line-up from all 
               his years of contacts in N.Y.P.D.

     Verbal stands on wobbly legs, shaking with anger.

                           VERBAL
               NO, NO, NO, NO, NO.

                           KUJAN
               THE KIND OF MAN THAT COULD HAVE KILLED 
               EDIE FINNERAN.

     A strange look crosses Verbal's face. Shock perhaps, or 
     revelation.

                           KUJAN (CONT'D)
               They found her yesterday in a hotel 
               in Pennsylvania. Shot twice in the 
               head.

     It starts to sink in with Verbal. His eyes swell.

                           VERBAL
               Edie...

                           KUJAN
               He used all of you to get him on 
               that boat. He couldn't get on alone 
               and he had to pull the trigger himself 
               to make sure he got his man. The one 
               man that could identify him.

                           VERBAL
               This is all bullshit.

                           KUJAN
               He left you to stay behind and tell 
               us he was dead. You saw him die, 
               right? Or did you? You had to hide 
               when the first police cars showed 
               up. You heard the shot, just before 
               the fire but you didn't see him die.

                           VERBAL
               I knew him. He would never -

                           KUJAN
               He programmed you to tell us just 
               what he wanted you to. Customs has
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 106


                           KUJAN (CONT'D)
               been investigating him for years. He 
               knew we were close. You said it 
               yourself. Where is the political 
               pressure coming from?  Why are you 
               being protected? It's Keaton making 
               sure you tell us what you're supposed 
               to. Immunity is your reward.

                           VERBAL
               BUT WHY ME? WHY NOT HOCKNEY OR FENSTER 
               OR McMANUS? I'm a cripple. I'm stupid. 
               Why me?

     Verbal hears the weight of his words and falls back in his 
     chair, Kujan looks at him with some pity,; but he is too far 
     in to stop.

                           KUJAN
               Because you're a cripple, Verbal. 
               Because you're stupid. Because you 
               were weaker than them. Because you 
               couldn't see far enough into him to 
               know the truth.

     Verbal is crying now. He shakes his head, eyes closed.

                           KUJAN (CONT'D)
               If he's dead, Verbal - if what you 
               say is true, then it won't matter. 
               It was his idea to hit the Taxi 
               Service in New York, wasn't it? Tell 
               me the truth.

                           VERBAL
                    (Sobbing)
               It was all Keaton. We followed him 
               from the beginning.

     Kujan smiles with triumphant satisfaction.

                           VERBAL (CONT'D)
               I didn't know. I saw him die. I 
               believe he's dead. Christ

                           KUJAN
               Why lie about everything else, then?

                           VERBAL
               You know what it's like, Agent Kujan, 
               to know you'll never be good?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 107


                           VERBAL (CONT'D)
               Not good like you. You got good all 
               fucked around. I mean a stand up 
               guy. I grew up knowing I was never 
               going to be good at anything 'cause 
               I was a cripple. Shit, I wasn't even 
               a good thief. But I thought the one 
               thing I could be good at was at 
               keeping my mouth shut - keeping the 
               code. I didn't want to tell you for 
               my dignity, that's all, and you robbed 
               me, Agent Kujan. You robbed me.

     Kujan pulls the microphone out from under his tie and puts 
     it on the desk. Verbal actually manages to snort a laugh, 
     but only briefly, overcome by an apparent wave of nausea.

                           KUJAN
               You're not safe on your own.

                           VERBAL
               You think he's...?

                           KUJAN
               Is he Keyser Soze?  I don't know, 
               Verbal.  It seems to me that Keyser 
               Sate is a shield. Like you said, a 
               spook story, but I know Keaton - and 
               someone out there is pulling strings 
               for you. Stay here and let us protect 
               you.

                           VERBAL
               I'm not bait. No way. I post today.

                           KUJAN
               You posted twenty minutes ago. Captain 
               Leo wants you out of here a.s.a.p., 
               unless you turn state's.

                           VERBAL
               I'11 take my chances, thank you. 
               It's tougher to buy the cheapest bag-
               man than it is to buy a cop.

                           KUJAN
               Where are you going to go, Verbal?  
               You gonna run?  Turn states evidence. 
               You might never see trial. If somebody 
               wants to get you, you know they'll 
               get you out there.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 108


                           VERBAL
               Maybe so, but I'm no rat, Agent Kujan.  
               You tricked me, that's all. I won't 
               keep my mouth shut 'cause I'm scared. 
               I'11 keep it shut 'cause I let Keaton 
               down by getting caught - Edie Finneran 
               too. And if they kill me, it's because 
               They'll hear I dropped a dime.  
               They'll probably hear it from you.

     Verbal stands, mustering his shattered dignity and walks 
     towards the door. Rabin opens it for him from outside.

     For once Kujan cannot bring himself to look at Verbal.

     Verbal turns to the door, stopping to look Rabin in the eye.

                           VERBAL (CONT'D)
               Fuckin' cops.

     He steps out of the room and into the hall. Rabin follows 
     him.

123   INT. HOSPITAL - DAY                                         123   

     Daniel Metzheiser comes out of Arkosh Kovash's room with a 
     single sheet of 15x20 inch paper in his hand. He inspects 
     the sketch with great interest. He folds the edges of the 
     paper back to make it smaller.

124   INT. HOSPITAL RECEPTION ROOM                                124   

     Metzheiser walks behind the reception desk without asking 
     the nurse for permission and helps himself to the fax machine.

125   INT. DEPOT - LATER                                          125   

     Verbal is downstairs in the depot of the police station 
     picking up his personal belongings.

     A FAT, WHITE-HAIRED COP is checking off the items as he takes 
     them out of the tray in which they are kept.

                           COP
               One watch: gold. One cigarette 
               lighter: gold. One wallet: brown. 
               One pack of cigarettes.

     Verbal collects his personal items and shuffles on his lame 
     leg toward the exit.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 109


126   INT. DISPATCHER'S OFFICE                                    126   

     Jack Baer stands by a fax machine. A green light comes on 
     next to a digital display.

     THE DISPLAY READS: RECEIVING

127   INT. RABIN'S OFFICE                                         127   

     Kujan stares solemnly at the bulletin board, drinking from 
     Rabin's coffee cup. Rabin sits at the desk, sifting through 
     the mound of gapers as though considering organizing them 
     once and for all.

                           RABIN
               You still don't know shit.

                           KUJAN
               I know what I wanted to know about 
               Keaton.

                           RABIN
               Which is shit.

                           KUJAN
               No matter. He'll have to know how 
               close we came.

                           RABIN
               Keyser Sate or not, if Keaton's alive 
               he'll never come up again.

                           KUJAN
               I'11 find him.

                           RABIN
               Waste of time.

                           KUJAN
                    (To himself)
               A rumor is not a rumor that doesn't 
               die.

                           RABIN
               What?

                           KUJAN
               Nothing. Something I - forget it.

     Kujan shakes his head. He gestures to the desk.

                           KUJAN (CONT'D)
               Man, you're a fucking slob.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 110


     Rabin regards the mess of his office.

                           RABIN
               Yeah. It's got it's own system though. 
               It all makes sense when you look at 
               it right. You just have to step back 
               from it, you know? You should see my 
               garage, now that's a horror show...

     Kujan is not listening. He has been staring at the bulletin 
     board, lost in thought, his unfocused eyes drifting across 
     the mess of papers, not looking at anything at all.

128   EXT. STREET                                                 128   

     Verbal steps out into the sunlight, putting on a pair of 
     cheap sunglasses. He looks up and down the crowded street.

     People on their way to and from lunch, no doubt.

     Cars choke the street in front of the police department as 
     they wait for pedestrians to clear the way.

129   INT. DISPATCHER'S OFFICE                                    -129   

     A single sheet of paper comes out of the fax machine, face 
     down.

130   INT. RABIN'S OFFICE                                         130   

     Kujan still stares at the bulletin board.

     SUDDENLY, Kujan's face changes. He leans in closer to the 
     bulletin board and squints his eyes. His face changes again.

     First a look of puzzlement, then confusion - finally 
     realization.

     The coffee cup tumbles from his hand. It hits the floor with 
     the SMASH of cheap porcelain. Coffee splatters everywhere.

     Rabin snaps out of his droning and looks up in surprise.

     KUJAN'S P.O.V.

     Kujan is staring not at what is on the bulletin board, but 
     at the bulletin board itself.

     His eyes follow the aluminum frame, mounted firmly to the 
     wall. One might note it's sturdy construction and it's 
     convenient size. Big enough to hold a lifetime of forgotten 
     and disregarded notes and facts. Years of police trivia that 
     has been hung and forgotten with the intention of finding a 
     use for it all someday. One might want such a bulletin board

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 111


     for one's self. One would look to see who makes such a 
     bulletin board.

     Kujan's eyes are locked on a metal plate bearing the 
     manufacturer's name.

     It reads: QUARTET - SKOKIE, ILLINOIS 

     Kujan's eyes flash all over the bulletin board. He finds a 
     picture of Rabin in the far corner. He stands beside a scale 
     in fishing gear. He proudly holds a hand out to his freshly 
     caught marlin. His eyes skim quickly over and stop on an 
     eight and a half by eleven inch fax sheet of what must be a 
     THREE HUNDRED POUND BLACK MAN. Kujan glazes over his name, 
     it is irrelevant. His aliases stand out.

     Slavin, BRICKS, Shank, REDFOOT, Thee, Rooster...

     KUJAN'S EYES WIDEN with sudden realization. He runs for the 
     door.

     His foot crushes the broken pieces of Rabin's coffee cup. 
     The cup that hovered over Verbal's head for two hours.

     Kujan is in too much of a hurry to notice the two words 
     printed on the jagged piece that had been the bottom of the 
     cheap mug.

     KOBAYASHI PORCELAIN.

131   EXT. HALLWAY                                                131   

     Kujan is sprinting wildly down the hall for the stairs.

132   EXT. STREET                                                 132   

     Verbal looks behind him and sees ANOTHER COP standing just 
     inside the doorway, lighting a cigarette. The cop notices 
     Verbal and watches him in the way that cops look at people 
     they cannot place in the category of idiot citizen, or stupid 
     criminal.

     Verbal smiles politely, meekly at the cop and walks down the 
     steps into the moving throng.

133   INT. DEPOT                                                  133   

     Kujan runs up to the desk where Verbal had only moments before 
     picked up his belongings. Rabin is right behind him, a look 
     of absolute confusion on his face.

                           KUJAN
               WHERE IS HE? DID YOU SEE HIM?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 112


                           COP
               The Cripple? He went that way.

     The Cop gestures towards the door.

     Kujan runs outside looking around frantically.

134   EXT. SIDEWALK                                               134   

     Verbal limps his way carefully across the sidewalk, avoiding 
     people as best as he can.

     He looks over his shoulder, getting farther away from the 
     police station. He can see Rabin and the cop on the steps, 
     looking around with strange, lost expressions on their faces.

     He does not notice the car creeping along the curb beside 
     him.

135   INT. CAR                                                    135   

     DRIVER'S P.O.V.

     The driver's hands tap the wheel patiently. His eyes follow 
     Verbal as he fumbles through the crowd.

136   EXT. SIDEWALK                                               136   

     Kujan pushes and shoves, looking this way and that.

137   EXT. STREET                                                 137   

     LOW ANGLE on the feet of dozens of people.

     Verbal's feet emerge from the crowd on the far side. They 
     hobble along the curb.

     SUDDENLY, the right foot seems to relax a little, the inward 
     angle straightens itself out in a few paces and the limp 
     ceases as though the leg has grown another inch.

     CRANE UP VERBAL'S BODY

     Verbal's hands are rummaging around in his pockets. The good 
     left hand comes up with a pack of cigarettes, the bad right 
     hand comes up with a lighter. The right hand flexes with all 
     of the grace and coordination of a sculptor's, flicking the 
     clasp on the antique lighter with the thumb, striking the 
     flint with the index finger. It is a fluid motion, somewhat 
     showy.

     Verbal lights a cigarette and smiles to himself. He turns 
     and sees the car running alongside.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 113


138   INT. DISPATCHER'S OFFICE                                    138   

     Jack Beer pulls the sheet out of the fax machine and turns 
     it over, revealing the composite sketch of Keyser SOZE.

     Though crude and distorted, one cannot help but notice how 
     much it leaks like VERBAL KINT.

139   EXT. STREET                                                 139   

     The car stops. The driver gets out.

     IT IS KOBAYASHI, or the man we have come to know as such. He 
     smiles to Verbal. Verbal steps off of the curb, returning 
     the smile as he opens the passenger door and gets in.

     The man called Kobayashi gets in the driver's seat and pulls 
     away.

     A moment later, Agent David Kujan of U.S. Customs wanders 
     into the frame, looking around much in the way a child would 
     when lost at the circus. He takes no notice of the car pulling 
     out into traffic, blending in with the rest of the cars filled 
     with people on their way back to work.

                                                            BLACK

                               THE END