Quentin Tarantino's



                         R E S E R V O I R   D O G S

















       October 22, 1990



                               -----------------





       This movie is dedicated to these following sources of



       inspiration:





                               TIMOTHY CAREY



                                ROGER CORMAN



                                ANDRE DeTOTH



                                CHOW YUEN FAT



                               JEAN LUC GODDARD



                             JEAN PIERRE MELVILLE



                               LAWRENCE TIERNEY



                                 LIONEL WHITE



                             ---------------------



                                 RESERVOIR DOGS



1      INT. UNCLE BOB'S PANCAKE HOUSE - MORNING



       Eight men dressed in BLACK SUITS, sit around a table at a

       breakfast cafe.  They are MR. WHITE, MR. PINK, MR. BLUE,

       MR. BLONDE, MR. ORANGE, MR. BROWN, NICE GUY EDDIE CABOT,

       and the big boss, JOE CABOT.  Most are finished eating and

       are enjoying coffee and conversation.  Joe flips through a

       small address book.  Mr. Pink is telling a long and

       involved story about Madonna.



                              MR. BROWN 

                 "Like a Virgin" is all about a

                 girl who digs a guy with a big

                 dick.  The whole song is a

                 metaphor for big dicks.



                              MR. BLUE

                 No it's not.  It's about a girl

                 who is very vulnerable and she's

                 been        over a few times.

                 Then she meets some guy who's

                 really sensitive--



                              MR. BROWN

                 --Whoa...whoa...time out Greenbay.

                 Tell that          to the

                 tourists.



                              JOE

                         (looking through his

                          address book)

                 Toby...who the      is Toby?

                 Toby...Toby...think...think...

                 think...



                              MR. BROWN

                 It's not about a nice girl who

                 meets a sensitive boy.  Now

                 granted that's what "True Blue" is

                 about, no argument about that.



                              MR. ORANGE

                 Which one is "True Blue?"



                              NICE GUY EDDIE

                 You don't remember "True Blue?"

                 That was a big as         

                 Madonna.      , I don't even

                 follow this Tops In Pops     , and

                 I've at least heard of "True

                 Blue."



                              MR. ORANGE

                 Look,        , I didn't say I

                 ain't heard of it.  All I asked

                 was how does it go?  Excuse me

                 for not being the world's biggest

                 Madonna fan.



                              MR. PINK

                 I hate Madonna.



                              MR. BLUE

                 I like her early stuff.  You know,

                 "Lucky Star," "Borderline" - but

                 once she got into her "Papa Don't

                 Preach" phase, I don't know, I

                 tuned out.



                              MR. BROWN

                 Hey,      all that, I'm

                 making a point here.  You're gonna

                 make me lose my train

                 of thought.



                              JOE

                 Oh     , Toby's that little china

                 girl.



                              MR. WHITE

                 What's that?



                              JOE

                 I found this old address book in a

                 jacket I ain't worn in a coon's

                 age.  Toby what?  What the     

                 was her last name?



                              MR. BROWN

                 Where was I?



                              MR. ORANGE

                 You said "True Blue" was about a

                 nice girl who finds a sensitive

                 fella.  But "Like a Virgin" was a

                 metaphor for big dicks.



                              MR. BROWN

                 Let me tell ya what "Like a

                 Virgin"'s about.  It's about some

                 cooze who's a regular     

                 machine.

                 I mean all the time, morning, day,

                 night, afternoon, dick, dick,

                 dick, dick, dick,

                 dick, dick, dick, dick, dick,

                 dick.



                              MR. BLUE

                 How many dicks was that?



                              MR. WHITE

                 A lot.



                              MR. BROWN

                 Then one day she meets a John

                 Holmes mother    er, and it's

                 like, whoa baby.  This mother

                     er's like Charles Bronson in

                 "The Great Escape."  He's diggin

                 tunnels.  Now she's gettin this

                 serious dick action, she's feelin

                 something she ain't felt since

                 forever.  Pain.



                              JOE

                 Chew?  Toby Chew?  No.



                              MR. BROWN

                 It hurts.  It hurts her.  It

                 shouldn't hurt.            should

                 be Bubble-Yum by now.  But when

                 this cat     s her, it hurts.  It

                 hurts like the first time.  The

                 pain is reminding a      machine

                 what is was like to be a virgin.

                 Hence, "Like a Virgin."



       The fellas crack up.



                              JOE

                 Wong?



                              MR. BROWN

                         , wrong.  I'm right!  What

                 the      do you know about it

                 anyway?  You're still listening to

                 Jerry-       -Vale.



                              JOE

                 Not wrong, dumb ass, Wong!  You

                 know, like the Chinese name?



       Mr. White snatches the address book from Joe's hand.  They

       fight, but they're not really mad at each other.



                              MR. WHITE

                 Give me this         thing.



                              JOE

                 What the      do you think you're

                 doin?  Give me my book back!



                              MR. WHITE

                 I'm sick of     in hearin it Joe,

                 I'll give it back when we leave.



                              JOE

                 Whaddaya mean, give it to me when

                 we leave, give it back now.



                              MR. WHITE

                 For the past fifteen minutes now,

                 you've just been droning on with

                 names.  "Toby...Toby...Toby...

                 Toby Wong...Toby Wong...Toby

                 Chung...    in Charlie Chan."  I

                 got Madonna's big dick outta my

                 right ear, and Toby Jap I-don't-

                 know-what, outta my left.



                              JOE

                 What do you care?



                              MR. WHITE

                 When you're annoying as hell, I

                 care a lot.



                              JOE

                 Give me my book.



                              MR. WHITE

                 You gonna put it away?



                              JOE

                 I'm gonna do whatever I wanna do

                 with it.



                              MR. WHITE

                 Well, then, I'm afraid I'm gonna

                 have to keep it.



                              MR. BLONDE

                 Joe, you want me to shoot this 
                 
                 piece         for you?



                              MR. WHITE

                     , you shoot me in a dream, you

                 better wake up and apologize.



                              NICE GUY EDDIE

                 Have you guys been listening to K-

                 BILLY's super sounds of the

                 seventies weekend?



                              MR. PINK

                 Yeah, it's         reat isn't it?



                              NICE GUY EDDIE

                 Can you believe the songs they

                 been playin?



                              MR. PINK

                 No, I can't.  You know what I

                 heard the other day?  "Heartbeat -

                 It's Lovebeat," by little Tony

                 DeFranco and the DeFranco Family.

                 I haven't heard that since I was

                 in fifth         rade.



                              NICE GUY EDDIE

                 When I was coming down here, I was

                 playin it.  And "The Night the

                 Lights Went Out in Georgia" came

                 on.  Now I ain't heard that song

                 since it was big, but when it was

                 big, I heard it a million-

                 trillion times.  I'm listening to

                 it this morning, and this was the

                 first time I ever realized that

                 the lady singing the song, was the

                 one who killed Andy.



                              MR. BROWN

                 You didn't know Vicki Lawrence

                 killed the guy?



                              NICE GUY EDDIE

                 I thought the cheatin wife shot

                 Andy.



                              MR. BLONDE

                 They say it in the song.



                              NICE GUY EDDIE

                 I know, I heard it.  I musta zoned

                 out whenever that part came on

                 before.  I thought when she said

                 that little sister stuff, she was

                 talkin about her sister- in-law,

                 the cheatin wife.



                              JOE

                 No, she did it.  She killed the

                 cheatin wife, too.



                              MR. PINK

                 You know the part in "Gypsies,

                 Tramps and Theives," when she says

                 "Poppa woulda shot his if he knew

                 what he'd done?"  I could never

                 figure out what he did.



       The table laughs.  The WAITRESS comes over to the table.

       She has the check, and a pot of coffee.



                              WAITRESS

                 Can I get anybody more

                 coffee.



                              JOE

                 No, we're gonna be hittin it.

                 I'll take care of the check.



       She hands the bill to him.



                              WAITRESS

                 Here ya go.  Please pay at the

                 register, if you wouldn't mind.



                              JOE

                 Sure thing.



                              WAITRESS

                 You guys have a wonderful day.



       They all mutter equivalents.  She exits and Joe stands up.



                              JOE

                 I'll take care of this, you guys

                 leave the tip.

                         (to Mr. White)

                 And when I come back, I want my

                 book back.



                              MR. WHITE

                 Sorry, it's my book now.



                              JOE

                 Blonde, shoot this piece        ,

                 will ya?



       Mr. Blonde shoots Mr. White with his finger.  Mr White

       acts shot.  Joe exits.



                              NICE GUY EDDIE

                Okay, everybody cough up green for

                the little lady.



       Everybody whips out a buck, and throws it on the table.

       Everybody, that is, except Mr. Pink.



                              NICE GUY EDDIE

                 C'mon, throw in a buck.



                              MR. PINK

                 Uh-uh.  I don't tip.



                              NICE GUY EDDIE

                 Whaddaya mean you don't tip?



                              MR. PINK

                 I don't believe in it.



                              NICE GUY EDDIE

                 You don't believe in tipping?



                              MR. BLONDE

                         (laughing)

                 I love this kid, he's a madman,

                 this guy.



                              MR. WHITE

                 Do you have any idea what these

                 ladies make?  They make     .



                              MR. PINK

                 Don't give me that.  She don't

                 make enough money, she can quit.



       Everybody laughs.



                              NICE GUY EDDIE

                 I don't even know a Jew who'd have

                 the balls to say that.  So let's

                 get this straight. You never ever

                 tip?



                              MR. PINK

                 I don't tip because society says I

                 gotta.  I tip when somebody

                 deserves a tip.  When somebody

                 really puts forth an effort, they

                 deserve a little something extra.

                 But this tipping automatically,

                 that     's for the birds.  As far

                 as I'm concerned, they're just

                 doin their job.



                              MR. BLUE

                 Our girl was nice.



                              MR. PINK

                 Our girl was okay.  She didn't do

                 anything special.



                              MR. BLUE

                 What's something special, take ya

                 in the kitchen and               ?



       They all laugh.



                              NICE GUY EDDIE

                 I'd go over twelve percent for

                 that.



                              MR. PINK

                 Look, I ordered coffee.  Now we've

                 been here a long     in time, and

                 she's only filled my cup three

                 times.  When I order coffee,  I

                 want it filled six times.



                              MR. WHITE

                 What if she's too busy?



                              MR. PINK

                 The words "too busy" shouldn't be

                 in a waitress's vocabulary.



                              NICE GUY EDDIE

                 Excuse me, Mr. White, but the last

                 thing you need is another cup of

                 coffee.



       They all laugh.



                              MR. PINK

                 These ladies aren't starvin to

                 death.  They make minimum wage.

                 When I worked for minimum wage, I

                 wasn't lucky enough to have a job

                 that society deemed tipworthy.



                              NICE GUY EDDIE

                 Ahh, now we're getting down to it.

                 It's not just that he's a cheap

                        --



                              MR. ORANGE

                 --It is that too--



                              NICE GUY EDDIE

                 --It is that too.  But it's also

                 he couldn't get a waiter job.  You

                 talk like a        off dishwasher:

                 "     those     s and their

                         tips."



                              MR. BLUE

                 So you don't care that they're

                 counting on your tip to live?



       Mr. White rubs two of his fingers together.



                              MR. PINK

                 Do you know what this is?  It's

                 the world's smallest violin,

                 playing just for the waitresses.



                              MR. WHITE

                 You don't have any idea what

                 you're talking about.  These

                 people bust their ass. This

                 is a hard job.



                              MR. PINK

                 So's working at McDonald's, but

                 you don't feel the need to tip

                 them.  They're servin ya food, you

                 should tip em.  But no, society

                 says tip these guys over here, but

                 not those guys over there.  That's

                         .



                              MR. ORANGE

                 They work harder than the kids at

                 McDonald's.



                              MR. PINK

                 Oh yeah, I don't see them cleaning

                 fryers.



                              MR. BROWN

                 These people are taxed on the tips

                 they make.  When you stiff 'em,

                 you cost them money.



                              MR. WHITE

                 Waitressing is the number one

                 occupation for female non-college

                 graduates in this country.  It's

                 the one jab basically any woman

                 can get, and make a living on.

                 The reason is because of tips.



                              MR. PINK

                      all that.



       They all laugh.



                              MR. PINK

                 Hey, I'm very sorry that the

                 government taxes their tips.

                 That's        up.  But that ain't

                 my fault.  it would appear that

                 waitresses are just one of the

                 many groups the government     s

                 in the ass on a regular basis.

                 You show me a paper says the

                 government shouldn't do that, I'll

                 sign it.  Put it to a vote, I'll

                 vote for it.  But what I won't do

                 is play ball.  And this non-

                 college          you're telling

                 me, I got two words for that:

                 "Learn to     in type."  Cause if

                 you're expecting me to help out

                 with the rent, you're in for a big

                     in surprise.



                              MR. ORANGE

                 He's convinced me.  Give me my

                 dollar back.



       Everybody laughs.  Joe's comes back to the table.



                              JOE

                 Okay ramblers, let's get to

                 rambling.  Wait a minute, who

                 didn't throw in?



                              MR. ORANGE

                 Mr. Pink.



                              JOE

                         (to Mr. Orange)

                 Mr. Pink?

                         (to Mr. Pink)

                 Why?



                              MR. ORANGE

                 He don't tip.



                              JOE

                         (to Mr. Orange)

                 He don't tip?

                         (to Mr. Pink)

                 You don't tip?  Why?



                              MR. ORANGE

                 He don't believe in it.



                              JOE

                         (to Mr. Orange)

                 He don't believe in it?

                         (to Mr. White)

                 You don't believe in it?



                              MR. ORANGE

                 Nope.



                              JOE

                         (to Mr. Orange)

                 Shut up!

                         (to Mr. Pink)

                 Cough up the buck, ya cheap

                        , I paid for your goddamn

                 breakfast.



                              MR. PINK

                 Because you paid for the

                 breakfast, I'm gonna tip.

                 Normally I wouldn't.



                              JOE

                 Whatever.  Just throw in your

                 dollar, and let's move.

                         (to Mr. WHITE)

                 See what I'm dealing with here.

                 Infants.  I'm     in dealin with

                 infants.



       The eight men get up to leave.  Mr. White's waist is in

       the F.G.  As he buttons his coat, for a second we see he's

       carrying a gun.  They exit Uncle Bob's Pancake House,

       talking amongst themselves.





2      EXT. UNCLE BOB'S PANCAKE HOUSE - DAY



       CREDIT SEQUENCE:



       When the credit sequence is finished, we    FADE TO BLACK:



       Over the BLACK we hear the sound of SOMEONE SCREAMING in

       agony.



       Under the screaming, we hear the sound of a car HAULING

       ASS, through traffic.



       Over the screams and the traffic noise, we hear SOMEBODY

       ELSE SAY:



                              SOMEBODY ELSE (OS)

                 Just hold on buddy boy.



       Somebody stops screaming long enough to say:



                            SOMEBODY (OS)

                 I'm sorry.  I can't believe

                 she killed me.  Who would've

                     in thought that?



                                                        CUT TO:



3      INT. GETAWAY GAR (MOVING) - DAY



       The Somebody screaming is Mr. Orange.  He lies in the

       backseat.  He's been SHOT in the stomach.  BLOOD covers

       both him and the backseat.



       Mr. White is the Somebody Else.  He's behind the wheel of

       the getaway car.  He's easily doing 80 mph, dodging in and

       out of traffic.  Though he's driving for his life, he

       keeps talking to his wounded passenger in the backseat.



       They are the only two in the car.



                              MR. WHITE

                 Hey, just cancel that      right

                 now!  You're hurt.  You're hurt

                 really         bad, but you ain't

                 dying.



                              MR. ORANGE

                         (crying)

                 All this blood is scaring the     

                 outta me.  I'm gonna die, I know

                 it.



                              MR. WHITE

                 Oh excuse me, I didn't realize you

                 had a degree in medicine.  Are you

                 a doctor?  Are you a doctor?

                 Answer me please, are you a

                 doctor?



                              MR. ORANGE

                 No, I'm not!



                              MR. WRITE

                 Ahhhh, so you admit you don't know

                 what you're talking about.  So if

                 you're through giving me your

                 amateur opinion, lie back and

                 listen to the news.  I'm taking

                 you back to the rendezvous, Joe's

                 gonna get you a doctor, the

                 doctor's gonna fix you up, and

                 you're gonna be okay.  Now say it:

                 you're gonna be okay.  Say it:

                 you're gonna be okay!



       Mr. Orange doesn't respond.  Mr. White starts pounding on

       the steering wheel.



                              MR. WHITE

                 Say-the-goddamn-words: you're

                 gonna be okay!



                              MR. ORANGE

                 I'm okay.



                              MR. WHITE

                         (softly)

                 Correct.



4      INT. WAREHOUSE - DAY



       The CAMERA does a 360 around an empty warehouse.  Then the

       door swings open, and Mr. White carries the bloody body of

       Mr. Orange inside.



       Mr. Orange still is MOANING loudly from his bullet hit.



       Mr. White lays him down upon a mattress on the floor.



                              MR. WHITE

                 Just hold on buddy boy.  Hold on,

                 and wait for Joe.  I can't do

                 anything for you, but when Joe

                 gets here, which should be anytime

                 now, he'll be able to help you.

                 We're just gonna sit here, and

                 wait for Joe.  Who are

                 we waiting for?



                              MR. ORANGE

                 Joe.



                              MR. WHITE

                 Bet your sweet ass we are.



       Mr. White gets up from over Mr. Orange and starts to prowl

       around the warehouse.



                              MR. ORANGE

                         (yelling)

                 Don't leave me!



       Mr White bends back over him and takes his hand.



                              MR. WHITE

                 I ain't going anywhere.  I'm right

                 here.  I'm not gonna leave ya.



                              MR. ORANGE

                 Larry, I'm so scared, would you

                 please hold me.



       Mr. White very gently embraces the bloody Mr. Orange.

       Cradling the young man, Mr. White whispers to him.



                              MR. WHITE

                         (whispering)

                 Go ahead and be scared, you've

                 been brave enough for one day.  I

                 want you to just relax now.

                 You're not gonna die, you're gonna

                 be fine.  When Joe gets here,

                 he'll make ya a hundred percent

                 again.



       Mr. White lays Mr. Orange back down on the mattress.  He's

       still holding his hand.  Mr. Orange looks up at his

       friend.



                              MR. ORANGE

                 Look, I don't wanna be a fly in

                 the ointment, but if help doesn't

                 come soon, I gotta see a doctor.

                 I don't give a      about jail, I

                 just don't wanna die.



                              MR. WHITE

                 You're not gonna         die, all

                 right?



                              MR. ORANGE

                 I wasn't born yesterday.  I'm

                 hurt, and I'm hurt bad.



                              MR. WHITE

                 It's not good...



                              MR. ORANGE

                 Hey, bless your heart for what

                 you're trying to do.  I was

                 panicking for a moment, but I've

                 got my senses back now.  The

                 situation is, I'm shot in the

                 belly.  And without medical

                 attention, I'm gonna die.



                              MR. WHITE

                 I can' take you to a hospital.



                              MR. ORANGE

                      jail!  I don't give a     

                 about jail.  But I can't die.  You

                 don't have to take me in.  Just

                 drive me up to the front, drop me

                 on the sidewalk.  I'll take care

                 of myself.  I won't tell them

                 anything.  I swear to         god,

                 I won't tell 'em anything.  Look

                 in my eyes, look right in my eyes.

                         (Mr. White does)

                 I-won't-tell-them-anything.

                 You'll be safe.



                              MR. WHITE

                 Lie back down, and try to--



                              MR. ORANGE

                 I'm going to die!   I need a

                 doctor!  I'm begging you,

                 take me to a doctor.

       

       Mr. Orange lays his head back on the mattress.  Spent from

       his outburst, he quietly mutters to himself:



                              MR. ORANGE

                 Take me to a doctor, take me to a

                 doctor, please.



       Suddenly, the warehouse door BURSTS open and Mr.

       Pink steps inside.



                              MR. PINK

                 Was that a         set-up or what?



       Mr. Pink sees Mr. Orange on the floor, shot and bloody.



                              MR. PINK

                 Oh     , Orange got tagged.



       Throughout this scene, we hear Mr. Orange moaning.



                              MR. WHITE

                 Gun shot.



                              MR. PINK

                 Oh that's just         great!

                 Where's Brown?



                              MR. WHITE

                 Dead.



                              MR. PINK

                 Goddamn, goddamn!  How did he die?



                              MR. WHITE

                 How the      do you think?  The

                 cops shot him.



                              MR. PINK

                 Oh this is bad, this is so bad.

                     (referring to Mr. Orange)

                 Is it bad?



                              MR. WHITE

                 As opposed to good?



                              MR. PINK

                 This is so        up.  Somebody

                        us big time.



                              MR. WHITE

                 You really think we were set up?



                              MR. PINK

                 You even doubt it?  I don't think

                 we got set up, I know we got set

                 up!  I mean really, seriously,

                 where did all those cops come

                 from, huh?  One minute they're not

                 there, the next minute

                 they're there.  I didn't hear any

                 sirens.  The alarm went off, okay.

                 Okay, when an alarm goes off, you

                 got an average of four minutes

                 response time.  Unless a patrol

                 car is cruising that street, at

                 that particular moment, you got

                 four minutes before they can

                 realistically respond.  In one

                 minute there were seventeen blue

                 boys out there.  All loaded for

                 bear, all knowing exactly what the

                      they were doing, and they

                 were all just there!  Remember

                 that second wave that showed up in

                 the cars? Those were the ones

                 responding to the alarm.  but

                 those other mother    ers were

                 already there, they were waiting

                 for us.

                         (pause)

                 You haven't thought about this?



                              MR. WHITE

                 I haven't had a chance to think.

                 First I was just trying to get the

                      outta there.  And after we

                 got away, I've just been dealin

                 with him.



                              MR. PINK

                 Well, you better start thinking

                 about it.  Cause I, sure as     ,

                 am thinking about it.  In fact,

                 that's all I'm thinking about.  I

                 came this close to just driving

                 off.  Whoever set us up, knows

                 about this place.  There could've

                 been cops sitting here waiting for

                 me.  For all we know, there's

                 cops, driving fast, on their way

                 here now.



                              MR. WHITE

                 Let's go in the other room...



       The camera creeps along a wall, coming to a corner.  We

       move past it, and see down a hall.



5      INT. BATHROOM HALLWAY - DAY



       At the end of the hall is a bathroom.  The bathroom door

       is partially closed, restricting our view.  Mr. Pink is

       obscured, but Mr. White is in view.



                              MR. PINK (OS)

                 What the      am I doing here?  I

                 felt funny about this job right

                 off.  As soon as I felt it I

                 should said "No thank you", and

                 walked.  But I never        

                 listen.  Every time I ever got

                 burned buying weed, I always knew

                 the guy wasn't right.  I just felt

                 it.  But I wanted to believe him.

                 If he's not lyin to me, and it

                 really is Thai stick, then whoa

                 baby.  But it's never Thai stick.

                 and I always said if I felt that

                 way about a job, I'd walk.  And I

                 did, and I didn't, because of

                     in money!



                              MR. WHITE

                 What's done is done, I need you

                 cool.  Are you cool?



                              MR. PINK

                 I'm cool.



                              MR. WHITE

                 Splash some water on your face.

                 Take a breather.



       We hear the sink running, and Mr. Pink splashing water on

       his face.



                              MR. WHITE

                 I'm gonna get me my smokes.



       Mr White opens the bathroom door, walks down the hall, and

       OUT OF FRAME.  We see Mr. Pink, his back turned towards

       us, bent over the sink.  Then he grabs a towels, and dries

       his face.  Mr White ENTERS FRAME with a pack of

       Chesterfields in his hand.



                              MR. WHITE

                 Want a smoke?



                              MR. PINK

                 Why not?



       The two men light up.



                              MR. WHITE

                 Okay, let's go through what

                 happened.  We're in the place,

                 everything's going fine.  Then the

                 alarm gets tripped.  I turn around

                 and all these cops are outside.

                 You're right, it was like, bam!  I

                 blink my eyes are they're there.

                 Everybody starts going ape    .

                 Then Mr. Blonde starts shootin all

                 the--



                              MR. PINK

                 --That's not correct.



                              MR. WHITE

                 What's wrong with it?



                              MR. PINK

                 The cops didn't show up after the

                 alarm went off.  They didn't show

                 till after Mr. Blonde started

                 shooting everyone.



                              MR. WHITE

                 As soon as I heard the alarm, I

                 saw the cops.



                              MR. PINK

                 I'm telling ya, it wasn't that

                 soon.  They didn't let their

                 presence be known until after Mr.

                 Blonde went off.  I'm not sayin

                 they weren't there, I'm sayin they

                 were there.  But they didn't move

                 in till Mr. Blonde became a

                 madman.  That's how I know we were

                 set up.  You can see that,

                 can't you, Mr. White?



                              MR. WHITE

                 Look, enough of this "Mr White"

                     --



                              MR. PINK

                 --Don't tell me your name, I don't

                 want to know!  I sure as hell

                 ain't gonna tell ya

                 mine.



                              MR. WHITE

                 You're right, this is bad.

                         (pause)

                 How did you get out?



                              MR. PINK

                 Shot my way out.  Everybody was

                 shooting, so I just blasted my way

                 outta there.



                                                        CUT TO:





6      EXT. CROWDED CITY STREET - DAY



       Mr. Pink is hauling ass down a busy city sidewalk.  He has

       a canvas bag with a shoulder strap in one hand, and a .357

       MAGNUM in the other.  If any BYSTANDERS get in his way, he

       just knocks them down.  We DOLLY at the same speed, right

       along side of him.



       FOUR POLICEMEN are running after Mr. Pink.  We DOLLY with

       them.



       We DOLLY with a young woman on roller skates.  ROLLERGIRL

       is plugged into a walkman.  We hear the song she's

       listening to LOUD over the SOUNDTRACK.  She's twirling and

       skating backwards to the beat of the song.



       Rollergirl turns a corner and COLLIDES with Mr. Pink.  The

       man and woman CRASH to the ground.



       Mr. Pink rolls into the street, in front of a moving car

       that SCREECHES to a stop, narrowly avoiding running over

       him.





7      INT. CAR (STOPPED) - DAY



       The CAMERA is in the backseat. A SHOCKED WOMAN is the

       car's driver.  Mr. Pink pulls himself up from the hood,

       shakes it off, and points his magnum at the driver.



                              MR. PINK

                 Get outta the car!  Get the     

                 outta the car!



       The Shocked Woman starts screaming.



       Mr. Pink tries to open the driver's side door, but it's

       locked.



                              MR. PINK

                 Open the         door!



       EXTREME C.U. DRIVER'S SIDE WINDOW



       Mr. Pink SMASHES it in our face.





8      EXT. STREET - DAY



       DOLLY with Cops coming up fast.



       Mr. Pink DRAGS the Shocked Woman out of the car.



       The Cops reach the corner, guns aimed.



       Using the car as a shield, Mr. Pink FIRES three shots at

       the Cops.



       Everybody HITS the ground, or scatters.



       Mr. Pink HOPS in the car.



       Cops FIRE.





9      INT. CAR (MOVING) - DAY



       CAMERA in the backseat, Mr. Pink FLOORS it.  SPEEDING down

       the street, with the Cops FIRING after him.



                                                        BACK TO:





10     INT. BATHROOM - DAY



       Mr. Pink and Mr. White still talking in the bathroom.



                              MR. PINK

                 Tagged a couple of cops.  Did you

                 kill anybody?



                              MR. WHITE

                 A few cops.



                              MR. PINK

                 No real people?



                              MR. WHITE

                 Uh-uh, just cops.



                              MR. PINK

                 Could you believe Mr. Blonde?



                              MR. WHITE

                 That was one of the most insane

                         things I've ever seen.

                 Why the      would Joe hire

                 somebody like that?



                              MR. PINK

                 I don't wanna kill anybody.  But

                 if I gotta get out that door, and

                 you're standing in my way, one way

                 of the other, you're gettin outta

                 my way.



                              MR. WHITE

                 That's the way I look at it.  A

                 choice between doin ten years, and

                 takin out some stupid

                 mother    er, ain't no choice at

                 all.  But I ain't no madman

                 either.  What the      was Joe

                 thinkin?  You can't work with a

                 guy like that.  That mother-

                     er's unstable.  He's a sick
                 
                     in maniac.  We're awful 
                 
                 goddamn lucky he didn't tag us, when

                 he shot up the place.  I came this

                         close--

                         (hold up two fingers

                          and makes a tiny

                          space between them)

                 --to taking his ass out myself.

                 			MR. PINK
                 
                 Everybody panics.  When things get

                 tense, everybody panics.

                 Everybody.  I don't care what your

                 name is, you can't help it.  It's

                 human nature.  But ya panic on the

                 inside.

                 Ya panic in your head.  Ya give

                 yourself a couple a seconds of

                 panic, then you get a grip and

                 deal with the situation.  What you

                 don't do, is shoot up the place

                 and kill everybody.



                              MR. WHITE

                 What you're supposed to do is act

                 like a     in professional.  A

                 psychopath is not a professional.

                 You can't work with a psychopath,

                 'cause ya don't know what those

                 sick        s are gonna do next.

                 I mean, Jesus Christ, how old do

                 you think that black girl was?

                 Twenty, maybe twenty-one?



                              MR. PINK

                 Did ya see what happened to

                 anybody else?



                              MR. WHITE

                 Me and Mr. Orange jumped in the

                 car and Mr. Brown floored it.

                 After that, I don't know what went

                 down.



                              MR. PINK

                 At that point it became every man

                 for himself.  As far as Mr. Blonde

                 or Mr. Blue are concerned, I ain't

                 got the foggiest.  Once

                 I got out, I never looked back.



                              MR. WHITE

                 What do you think?



                              MR. PINK

                 What do I think?  I think the cops

                 caught them, or killed 'em.



                              MR. WHITE

                 Not even a chance they punched

                 through?  You found a hole.



                              MR. PINK

                 Yeah, and that was a        

                 miracle.  But if they did get

                 away, where the      are they?



                              MR. WHITE

                 You don't think it's possible, one

                 of them got ahold of the diamonds

                 and pulled a--



                              MR. PINK

                 Nope.



                              MR. WHITE

                 How can you be so sure?



                              MR. PINK

                 I got the diamonds.



                              MR. WHITE

                 Where?



                              MR. PINK

                 I got 'em, all right?



                              MR. WHITE

                 Where?  Are they out in the car?



                              MR. PINK

                 No, they're not in the car.  No, I

                 don't have them on me.  Ya wanna

                 go with me and get 'em?  Yes, we

                 can go right now.  But first

                 listen to what I'm telling you.

                 We were     in set up!  Somebody

                 is in league with the cops.  We

                 got a Judas in our midst.  And I'm

                 thinkin we should have our     in

                 heads examined for waiting around

                 here.



                              MR. WHITE

                 That was the plan, we meet here.



                              MR. PINK

                 Then where is everybody?  I say

                 the plan became null and void once

                 we found out we got a rat in the

                 house.  We ain't got the slightest

                     in idea what happened to Mr.

                 Blonde or Mr. Blue.  They could

                 both be dead

                 or arrested.  They could be

                 sweatin 'em, down at the station

                 house right now.  Yeah they don't

                 know the names, but they can sing

                 about this place.

                 I mean, that could be happening

                 right now.  As we speak, the cops

                 could be in their cars, drivin

                 here this minute.



                              MR. WHITE

                 I swear to god I'm     in jinxed.



                              MR. PINK

                 What?



                              MR. WHITE

                 Two jobs back, it was a four man

                 job, we discovered one of the team

                 was an undercover cop.



                              MR. PINK

                 No     ?



                              MR. WHITE

                 Thank god, we discovered in time.

                 We hadda forget the whole     in

                 thing.  Just walked away from it.



                              MR. PINK

                 So who's the rat this time?  Mr.

                 Blue?  Mr. Blonde?  Joe?  It's

                 Joe's show, he set this whole

                 thing up.  Maybe he set it up to

                 set it up.



                              MR. WHITE

                 I don't buy it.  Me and Joe go

                 back a long time.  I can tell ya

                 straight up, Joe definitely didn't

                 have anything to do with this

                         .



                              MR. PINK

                 Oh, you and Joe go back a long

                 time.  I known Joe since I was a

                 kid.  But me saying Joe definitely

                 couldn't have done it is

                 ridiculous.  I can say I

                 definitely didn't do it, cause I

                 know what I did or didn't do.  But

                 I can't definitely say that about

                 anybody else, 'cause I don't

                 definitely know.  For all I know,

                 you're the rat.



                              MR. WHITE

                 For all I know, you're the     in rat.



                              MR. PINK

                 Now you're using your head. For

                 all we know, he's the rat.



       Mr. Pink points OFFSCREEN to Mr. Orange.  Mr. White's

       expression changes.



                              MR. WHITE

                 Jesus Christ!





11     INT. WAREHOUSE - DAY



       They run over to Mr. Orange, who's unconscious.  The

       CAMERA hovers over the action.  Mr. Pink reaches him

       first.



                              MR. PINK

                 Is he dead?



       Mr. White pushes him out of the way.  He feels the pulse

       on Mr. Orange's neck.



                              MR. PINK

                 So, is he dead or what?



                              MR. WHITE

                 He ain't dead.



                              MR. PINK

                 So what is it?



                              MR. WHITE

                 I think he's just passed out.



                              MR. PINK

                 He scared the     in      outta

                 me.  I thought he was dead fer

                 sure.



       Mr. White stands up and walks over to a table.



                              MR. WHITE

                 He will be dead fer sure, if we

                 don't get him to a hospital.



                              MR. PINK

                 We can't take him to a hospital.



                              MR. WHITE

                 Without medical attention, this

                 man won't live through the night.

                 That bullet in his belly is my

                 fault.  Now while that might not

                 mean jack      to you, it means a

                 helluva        me.  And I'm not

                 gonna just sit around and watch

                 him die.



                              MR. PINK

                 Well, first things first, staying

                 here's goofy.  We gotta book up.



                              MR. WHITE

                 So what do you suggest, we go to a

                 hotel?  We got a guy who's shot in

                 the belly, he can't walk, he

                 bleeds like a stuck pig, and when

                 he's awake, he screams in pain.



                              MR. PINK

                 You gotta idea, spit it out.



                              MR. WHITE

                 Joe could help him.  If we can get

                 in touch with Joe, Joe could get

                 him to a doctor, Joe could get a

                 doctor to come and see him.



       During Mr. Pink's dialog, we slowly ZOOM in to a 

       C.U. of Mr. White.



                              MR. PINK (OS)

                 Assuming we can trust Joe, how we

                 gonna get in touch with him?  He's

                 supposed to be here, but he ain't,

                 which is making me nervous about

                 being here.  Even if Joe is

                 on the up and up, he's probably

                 not gonna be that happy with us.

                 Joe planned a robbery, but he's

                 got a blood bath on his hands now.

                 Dead cops, dead robbers, dead

                 civilians...Jesus Christ!  I tend

                 to doubt he's gonna have a lot of

                 sympathy for our plight.  If I was

                 him, I'd try and put as much

                 distance between me and this mess

                 an humanly possible.



                              MR. WHITE

                 Before you got here, Mr. Orange

                 was askin me to take him to a

                 hospital.  Now I don't like

                 turning him over to the cops, but

                 if we don't, he's dead.  He begged

                 me to do it.  I told him to hold

                 off till Joe got here.



                              MR. PINK (OS)

                 Well Joe ain't gettin here.  We're

                 on our own.  Now, I don't know a

                 goddamn body who can help him, so

                 if you know somebody, call 'em.



                              MR. WHITE

                 I don't know anybody.



                              MR. PINK (OS)

                 Well, I guess we drop him off at

                 the hospital.  Since he don't know

                 nothin about us, I say it's his

                 decision.





       MR. WHITE'S POV:



       C.U. OF MR. PINK.



                              MR. WHITE (OS)

                 Well, he knows a little about me.



                              MR. PINK

                 You didn't tell him your name, did

                 ya?



                              MR. WHITE (OS)

                 I told him my first name, and

                 where I'm from.



       There is a long silence and a blank look from Mr. Pink,

       then he SCREAMS:



                              MR. PINK

                 Why!



                              MR. WHITE (OS)

                 I told him where I was from a few

                 days ago.  It was just a casual

                 conversation.



                              MR. PINK

                 And what was tellin him your name

                 when you weren't supposed to?



                              MR. WHITE (OS)

                 He asked.



       Mr. Pink looks at Mr. White like he's retarded.



                              MR. WHITE (OS)

                 We had just gotten away from the

                 cops.  He just got shot.  It was

                 my     in fault he got shot.  He's

                 a     in bloody mess - he's

                 screaming.  I swear to god, I

                 thought we was gonna die right

                 then and there.  I'm tryin to

                 comfort him, telling him not to

                 worry, he's gonna be okay, I'm

                 gonna take care of him.  And he

                 asked me what my name was.  I

                 mean, the man was dyin in my arms.

                 What the      was I supposed to

                 tell him, "Sorry, I can't give out

                 that information, it's against the

                 rules.  I don't trust you

                 enough."?  Maybe I shoulda, but I

                 couldn't.



                              MR. PINK

                 Oh, I don't doubt is was quite

                 beautiful--



                              MR. WHITE (OS)

                 Don't     in patronize me.



                              MR. PINK

                 One question: Do they have a sheet

                 on you, where you told him you're

                 from?



                              MR. WHITE (OS)

                 Of course.



                              MR. PINK

                 Well that's that, then.  I mean, I

                 was worried about mug shot

                 possibilities already.  But now he

                 knows: (a) what you look like, (b)

                 what your first name is,

                 (i) where you're from and (d) what

                 your specialty is.

                 They ain't gonna hafta show him a

                 helluva lot of pictures for him to

                 pick you out.  That's it right,

                 you didn't tell him anything else

                 that could narrow down the

                 selection?



                              MR. WHITE (OS)

                 If I have to tell you again to

                 back off, me an you are gonna go

                 round and round.



       Mr. Pink walks out of the C.U. and turns his back on Mr.

       White.  Mr. White's POV PANS over to him.



                              MR. PINK

                 We ain't taking him to a hospital.



                              MR. WHITE (OS)

                 If we don't, he'll die.



                              MR. PINK

                 And I'm very sad about that.  But

                 some fellas are lucky, and some

                 ain't.



                              MR. WHITE (OS)

                 That     in did it!



       Mr. White's POV CHARGES toward Mr. Pink.



       Mr. Pink turns toward him in time to get PUNCHED hard in

       the mouth.



       END OF POV



       Mr. White and Mr. Pink have a very ungraceful and

       realistic fight.  They go at each other like a couple of

       alley cats.



       As Mr. White SWINGS and PUNCHES, he SCREAMS:



                               MR. WHITE



                 You little mother    er!



       Mr. Pink YELLS as he HITS:



                              MR. PINK

                 Ya wanna      with me?!  You wanna

                      with me?!  I'll show you who

                 you're     in with!



       The two men end up on the floor KICKING and SCRATCHING.



       Mr. White gets Mr. Pink in a HEADLOCK.



       Mr. Pink reaches in his jacket for his gun, and pulls it

       out.



       Mr. White sees this, immediately lets go of Mr. Pink,

       and goes for his own weapon.



       The two men are on the floor, on their knees, with their

       guns outstretched, aiming at one another.



                              MR. WHITE

                 You wanna shoot me, you little

                 piece        ?  Take a shot!



                              MR. PINK

                         , White!  I didn't create

                 this situation,  I'm just dealin

                 with it.  You're acting like a

                 first-year     in thief.  I'm

                 actin like a professional.  They

                 get him, they can get you, they

                 get you, they get closer to me,

                 and that can't happen.  And you,

                 you mother    er, are looking at

                 me like it's my fault.  I didn't

                 tell him my name.  I didn't tell

                 him where I was from.  I didn't

                 tell him what I knew better than

                 to tell him.      , fifteen

                 minutes ago, you almost told me

                 your name.  You, buddy, are stuck

                 in a situation you created.  So if

                 you wanna throw bad looks

                 somewhere, throw 'em at a mirror.



       Mr. Pink lowers his gun and walks towards White.



                              MR. PINK

                 So if you wanna shoot somebody,

                 put that gun in your mouth and

                 shoot yourself.



       Then from OFF SCREEN we hear:



                              VOICE (OS)

                 You kids don't play so rough.

                 Somebody's gonna start crying.





12     INT. WAREHOUSE - DAY - MEDIUM C.U. ON MR. BLONDE



       The Voice belongs to the infamous Mr. Blonde.



       Mr. Blonde sits on a counter, drinking a fast food coke

       and eating a hot dog.



                              MR. PINK

                 Mr. Blonde!  You okay?  We thought

                 you might've gotten caught.  What

                 happened?



       Mr. Blonde doesn't answer, he just hops off the counter

       and starts walking around the warehouse, checking the

       place out.



       He doesn't look at either Mr. Pink or Mr. White, he

       just eats his hot dog and sips his coke.



       This is making Pink and White nervous as hell.  But Mr.

       Pink tries to talk through it.



       We HANDHOLD follow Mr. Blonde around the warehouse.



                              MR. PINK

                 Really, how did you get away?



       Mr. Blonde walks the loft.  Silent.



                              MR. PINK

                 You saw what happened to me,

                 I found a hole and booked.



       Silence.



                              MR. PINK

                 Where's Mr. Blue?



       Blonde looks in the bathroom.



                              MR. PINK

                 We were hopin you two would be

                 together.



       Blonde looks out the window.



                              MR. PINK

                 That was the big question we had,

                 what happened to Mr.

                 Blue and you?



       Blonde walks away from the window.



                              MR. PINK

                 We were worried the cops got ya.



       Blonde bends down over Mr. Orange.



                              MR. PINK

                 He got it in the belly.  He's

                 still alive, but won't be for

                 long.



                              MR. WHITE

                 Enough!  You better start talkin

                 to us,        , cause we got     

                 we need to talk about.  We're

                 already freaked out, we need you

                 actin freaky like we need a     in

                 bag on our hip.



       Mr. Blonde looks at his two partners in crime, then moves

       towards them.



                              MR. BLONDE

                 So, talk.



                              MR. WHITE

                 We think we got a rat in the

                 house.



                              MR. PINK

                 I guarantee we got a rat in the

                 house.



                              MR. BLONDE

                 What would ever make you think

                 that?



                              MR. WHITE

                 Is that supposed to be funny?



                              MR. PINK

                 We don't think this place is safe.



                              MR. WHITE

                 This place just ain't secure

                 anymore.  We're leaving, and you

                 should go with us.



                              MR. BLONDE

                 Nobody's going anywhere.



       Silence takes over the room.  Mr. Blonde stops moving.



       After a few beats the silence is broken.



                              MR. WHITE

                         (to Mr. Pink)

                 Piss on this turd, we're outta

                 here.



       Mr. White turns to leave.



                              MR. BLONDE

                 Don't take another step, Mr.

                 White.



       Mr. White explodes, raising his gun and charging towards

       Mr. Blonde.



                              MR. WHITE

                         , maniac!  It's your

                     in fault we're in so much

                 trouble.



       Mr. Blonde calmly sits down.  He looks to Mr. Pink.



                              MR. BLONDE

                         (referring to Mr.

                          White)

                 What's this guy's problem?



                              MR. WHITE

                 What's my problem?  Yeah, I gotta

                 problem.  I gotta big problem with

                 any trigger-happy madman who

                 almost gets me shot!



                              MR. BLONDE

                 What're you talkin about?



                              MR. WHITE

                 That     in shooting spree in the

                 store.



                              MR. BLONDE

                      'em, they set off the alarm,

                 they deserve what they got.



                              MR. WHITE

                 You almost killed me,        !  If

                 I had any idea what type of guy

                 you were, I never would've agreed

                 to work with you.



                              MR. BLONDE

                 You gonna back all day, little

                 doggie, or are you gonna bite?



                              MR. WHITE

                 What was that?  I'm sorry, I

                 didn't catch it.  Would you repeat

                 it?



                              MR. BLONDE

                         (slowly)

                 I said: "Are you gonna bark all

                 day, dog, or are you gonna bite."



                              MR. PINK

                 Both of you two        s knock it

                 the      off and calm down!



                              MR. WHITE

                         (to Mr. Blonde)

                 So you wanna git bit, huh?



                              MR. PINK

                 Cut the         , we ain't on a

                     in playground!

                         (pause)

                 I don't believe          , both of

                 you got ten years on me, and I'm

                 the only one actin like a

                 professional.  You guys act like a

                 bunch of     in       s.  You ever

                 work a job with a bunch of

                       s?  They're just like you

                 two, always fightin, always sayin

                 they're gonna kill one another.



                              MR. WHITE

                         (to Mr. Pink)

                 You said yourself, you

                 thought about takin him out.



                              MR. PINK

                 Then.  That time has passed.

                 Right now, Mr. Blonde is the only

                 one I completely trust.  He's too

                     in homicidal to be workin with

                 the cops.



                              MR. WHITE

                 You takin his side?



                              MR. PINK

                      sides!  What we need is a

                 little solidarity here.

                 Somebody's stickin a         poker

                 up our asses and we gotta find out

                 whose hand's on the handle.  Now I

                 know I'm no piece        ...

                         (referring to Mr.

                          White)

                 And I'm pretty sure you're a good

                 boy...

                         (referring to Mr.

                          Blonde)

                 And I'm     in positive you're on

                 the level.  So let's figure out

                 who's the bad guy.



       Mr. White calms down and puts his gun away.



       Mr. Blonde returns to the persona we saw at the beginning,

       talking about Madonna.



                              MR. BLONDE

                 Well, that was sure exciting.

                         (to Mr. White)

                 You're a big Lee Marvin fan,

                 aren't you?  Me too.  I don't know

                 about the rest of you fellas, but

                 my heart's

                 beatin fast.

                         (pause for a beat)

                 Okay you guys, follow me.



       Mr. Blonde hops out of his chair and heads for the door.



       The other two men just follow him with their eyes.



                              MR. WHITE

                 Follow you where?



                              MR. BLONDE

                 Down to my car.



                              MR. WHITE

                 Why?



                              MR. BLONDE

                 It's a surprise.



       Mr. Blonde walks out.





13     EXT. WAREHOUSE - DAY



       Three cars are parked out front.  Mr. Blonde is walking

       towards the car he drove.  Mr. White and Mr. Pink are

       walking behind.  The Camera is HANDHELD following behind

       them.



                              MR. PINK

                 We still gotta get out of here.



                              MR. BLONDE

                 We're gonna sit here and wait.



                              MR. WHITE

                 For what, the cops?



                              MR. BLONDE

                 Nice Guy Eddie.



                              MR. PINK

                 Nice Guy Eddie?  What makes you

                 think Nice Guy's anywhere but on a

                 plane half way to Costa Rica?



                              MR. BLONDE

                 Cause I just talked to him.  He's

                 on his way down here, and nobody's

                 going anywhere till be gets here.



                              MR. WHITE

                 You talked to Nice Guy Eddie?  Why

                 the      didn't you say that in

                 the first place?



                              MR. BLONDE

                 You didn't ask.



                              MR. WHITE

                 Hardy-    in-har.  What did he

                 say?



                              MR. BLONDE

                 Stay put.  Okay, fellas, take a

                 look at the little surprise I

                 brought you.



       Mr. Blonde opens up the truck of his car.  A handcuffed,

       uniformed POLICEMAN is curled up inside the trunk.



                              MR. BLONDE

                 So while we're waitin for Nice Guy

                 Eddie, what say we have a little

                 fun finding out who the rat is.





       INSERT: TITLE CARD "MR. BLONDE".





14     INT. JOE CABOT'S OFFICE - DAY



       We're inside the office of Joe Cabot.  Joe's on the phone,

       sitting behind his desk.



                              JOE

                         (into phone)

                 Sid, I'm tellin you don't worry

                 about it.  You had a bad couple of

                 months, it happens.

                         (pause)

                 Sid, Sid, Sid...Stop, you're

                 embarrassing me.  I don't need to

                 be told what I already know.  When

                 you have bad months, you do what

                 every business man in the

                 worlds does, I don't care if he's

                 Donald Trump or Irving the tailor.

                 Ya ride it out.



       There's a KNOCK on Cabot's office door.



                              JOE

                 Come in.



       One of Cabot's goons, TEDDY, opens the door and steps

       inside.  Cabot covers the receiver with his hand and looks

       towards the man.



                              TEDDY

                 Vic Vega's outside.



                              JOE

                 Tell him to come in.



       Teddy leaves.



                              JOE

                         (into phone)

                 Sid, a friend of mine's here.  I

                 gotta go.

                         (pause)

                 Good enough, bye.



       He hangs up the phone, stands, and walks around to the

       front of the desk.



       Teddy opens the office door, and TOOTHPICK VIC VEGA walks

       in.



       Toothpick Vic Vega is none other than our very own Mr.

       Blonde.  Vic is dressed in a long black leather seventies

       style jacket.



       Joe stands in front of his desk with his arms open.



       The two men embrace each other.  Teddy leaves, closing the

       door behind him.



                              JOE

                 How's freedom kid, pretty       

                  ood, ain't it?



                              VIC

                 It's a change.



                              JOE

                 Ain't that a sad truth.  Remy

                 Martin?



                              VIC

                 Sure.



                              JOE

                 Take a seat.



       Joe goes over to his liquor cabinet.  Vic sits in a chair

       set in front of Joe's desk.



                              JOE

                         (while he pours the

                          drink)

                 Who's your parole officer?



                              VIC

                 A guy named Koons.  Craig Koons.



                              JOE

                 How is he?



                              VIC

                     in        , won't let me leave

                 the halfway house.



                              JOE

                 Never ceases to amaze me.      in

                 jungle bunny goes out there, slits

                 some old woman's throat for

                 twenty-five cents.      in       

                 gets Doris Day as a parole

                 officer.  But a good fella like

                 you gets stuck with a ball-bustin

                 prick.



       Joe walks back around his desk and sits in his chair.



       Vic swallows some Remy.



                              VIC

                 I just want you to know, Joe, how

                 much I appreciate your care

                 packages on the inside.



                              JOE

                 What the hell did you expect me to

                 do?  Just forget about you?



                              VIC

                 I just wanted you to know, they

                 meant a lot.



                              JOE

                 It's the least I could do Vic.  I

                 wish I coulda done more.

                         (Joe flashes a side

                          grin at Vic)

                 Vic. Toothpick Vic.  Tell me a

                 story?  What're your plans?



                              VIC

                 Well, what I wanna do is go back

                 to work.  But I got this Koons

                 prick deep          .  He won't

                 let me leave the halfway house

                 till I get some piece         job.

                 My plans have always been to be

                 part of the team again.



       There's a KNOCK at the door.



                              JOE

                 Come in.



       The door opens and in walks Joe's son, Nice Guy Eddie.

       Vic turns around in his seat and sees him.



                              EDDIE

                         (to Vic)

                 I see ya sittin here, but I don't

                 believe it.



       Vic gets out of his seat and hugs Eddie.



                              EDDIE

                 How ya doin, Toothpick?



                              VIC

                 Fine, now.



                              EDDIE

                 I'm sorry man, I shoulda picked

                 you up personally at the pen.

                 This whole week's just been crazy.

                 I've had my head           the

                 entire time.



                              VIC

                 Funny you should mention it.

                 That's what your father and I been

                 talkin about.



                              EDDIE

                 That I should've picked you up?



                              VIC

                 No.  That your head's been        

                    .  I walk through the door and

                 Joe says "Vic, you're back, thank

                 god.  Finally somebody who knows

                 what the      he's doing.  Vic,

                 Vic, Vic, Eddie, my son, is a     

                 up."  And I say "Well, Joe, I

                 coulda told you that."  "I'm

                 ruined!  He's ruining me!  My son,

                 I love him, but he's taking my

                 business and flushing it down the

                     in toilet!"

                         (to Joe)

                 I'm not tellin tales out of

                 school.  You tell 'im Joe.

                 Tell 'im yourself.



                              JOE

                 Eddie, I hate like hell for you to

                 hear it this way.  But when Vic

                 asked me how's business, well, you

                 don't lie to a man who's just done

                 four years in the slammer for ya.



       Eddie bobs his head up and down.



                              EDDIE

                  Oh really, is that a fact?



       Eddie JUMPS Vic and they fall to the floor.



       The two friends, laughing and cussing at each other,

       wrestle on the floor of Joe's office.



       Joe's on his feet yelling at them.



                              JOE

                         (yelling)

                 Okay, okay, enough, enough!

                 Playtime's over!  You wanna roll

                 around on the floor, do it in

                 Eddie's office, not mine!



       The two men break it up.  They are completely disheveled,

       hair a mess, shirttails out.  As they get themselves

       together, they continue to taunt one another.



                              EDDIE

                 Daddy, did ya see that?



                              JOE

                 What?



                              EDDIE

                 Guy got me on the ground, tried to

                      me.



                              VIC

                 You     in wish.



                              EDDIE

                 You tried to      me in my

                 father's office, you sick        .

                 Look, Vic, whatever you wanna do

                 in the privacy of your own home,

                 go do it.  But don't try to     

                 me.  I don't think of you that

                 way.  I mean, I like you a lot--



                              VIC

                 Eddie, if I was a pirate, I

                 wouldn't throw you to the crew.



                              EDDIE

                 No, you'd keep me for yourself.

                 Four years     in punks in the ass

                 made you appreciate prime rib when

                 you get it.



                              VIC

                 I might break you, Nice Guy, but

                 I'd make you my dog's bitch.

                 You'd be suckin          and going

                 down on a mangy T-bone hound.



                              EDDIE

                 Now ain't that a sad sight, daddy,

                 walks into jail a white man, walks

                 out talkin like a       .  It's

                 all that black semen been shootin

                 up his butt.  It's backed up into

                 his brain and comes out of his

                 mouth.



                              JOE

                 Are you two finished?  We were

                 talkin about some serious     

                 when you came in Eddie.  We got a

                 big problem we're tryin to solve.

                 Now Eddie, would you like to sit

                 down and help us solve it, or do

                 you two wanna piss fart around?



       Playtime is over and Vic and Eddie know it.  So they both

       take seats in front of Joe's desk.



                              JOE

                 Now Vic was tellin me, he's got a

                 parole problem.



                              EDDIE

                 Really?  Who's your P.O.?



                              VIC

                 Craig Koons.



                              EDDIE

                 Koons?  Oh     , I hear he's a

                 mother    er.



                              VIC

                 He is a mother    er.  He won't

                 let me leave the halfway house

                 till I get some piece         job.



                              EDDIE

                 You're coming back to work for us,

                 right?



                              VIC

                 I wanna.  But I gotta show t   

                         I got an honest-to-

                 goodness job before he'll let me

                 move out on my own.  I can't work

                 for you guys and be worried about

                 gettin back before ten o'clock

                 curfew.



                              JOE

                         (to Eddie)

                 We can work this out, can't we?



                              EDDIE

                 This isn't all that bad.  We can

                 give you a lot of legitimate jobs.

                 Put you on the rotation at Long

                 Beach as a dock worker.



                              VIC

                 I don't wanna lift crates.



                              EDDIE

                 You don't hafta lift     .  You

                 don't really work there.  But as

                 far as the records are concerned,

                 you do.  I call up Matthews, the

                 foreman, tell him he's got a new

                 guy.  You're on the schedule.  You

                 got a timecard, it's clocked in

                 and out for you everyday, and you

                 get a pay check at the end of the

                 week.  And ya know dock workers

                 don't do too bad.  So you can move

                 into a halfway decent place

                 without Koons thinkin "what the

                     ."  And if Koons ever wants to

                 make a surprise visit, you're gone

                 that day.  That day we sent you to

                 Tustin.  We gotta bunch        

                 you needed to unload there.

                 You're at the Taft airstrip pickin

                 up a bunch         and bringing it

                 back.  Part of your jab is goin

                 different places - and we got

                 places all over the place.



                              JOE

                         (to Vic)

                 Didn't I tell ya not to worry?

                         (to Eddie)

                 Vic was worried.



                              EDDIE

                 Me and you'll drive down to Long

                 Beach tomorrow.  I'll introduce

                 you to Matthews, tell him what's

                 going on.



                              VIC

                 That's great, guy, thanks a bunch.

                         (pause)

                 When do you think you'll need me

                 for real work?



                              JOE

                 Well, it's kinda a strange time

                 right now.  Things are kinda--



                              EDDIE

                 --Nuts.  We got a big meeting in

                 Vegas coming up.  And we're kinda

                 just gettin ready for that right

                 now.



                              JOE

                 Let Nice Guy set you up at Long

                 Beach.  Give ya some cash, get

                 that Koons      off your back, and

                 we'll be talking to ya.



                              EDDIE

                 Daddy, I got an idea.  Now just

                 hear it out.  I know you don't

                 like to use any of the boys on

                 these jobs, but technically, Vic

                 ain't one of the boys.  He's been

                 gone for four years.  He ain't on

                 no one's list.  Ya know he can

                 handle himself, ya know you can

                 trust him.



       Joe looks at Vic.



       Vic has no idea what they're talking about.



                              JOE

                 How would you feel about pullin a

                 heist with about five other guys?



                              VIC

                 What's the exposure like?



                              JOE

                 Two minutes, tops.  It's a tough

                 two minutes.  It's a hold up,

                 daylight, during business hours,

                 dealing with a crowd.  But you

                 have the fellas to deal with the

                 crowd.  It's a jewelry store.

                 They're getting a big shipment of

                 South African diamonds on a

                 certain day.  They're like a way

                 station.  It's gonna get picked up

                 the next day and sent to Hamburg.

                 When you walk through the door,

                 you'll know right where to go for

                 the rich stones.

                 The fellas are good, me and Nice

                 Guy picked em.  Nobody knows

                 anybody else.  Nobody's connected.

                 I don't use connected guys for

                          .



                              VIC

                 What's the cut?



                              JOE

                 Juicy, man, real juicy.



       Toothpick Vic smiles.



       So does Nice Guy Eddie.



                                                        CUT TO:





15     INT. NICE GUY EDDIE'S CAR (MOVING) - DAY



       Nice Guy Eddie is driving to the rendezvous talking on his

       portable car phone.  The sounds of the seventies are

       coming out of his car radio in the form of "Love Goes

       Where My Rosemary Goes" by Edison Lighthouse.



                              EDDIE

                         (into phone)

                 Hey Dov, we got a major situation

                 here.

                         (pause)

                 I know you know that.  I gotta

                 talk with daddy and find out what

                 he wants done.





       FLASH ON



16     INT. WAREHOUSE - DAY



       The Cop is standing in the warehouse with his hands cuffed

       behind his back.  Mr. White, Mr. Pink and Mr. Blonde

       surround him and proceed to beat the      out of him.

       "Love Grows .." PLAYS over the soundtrack.





17     BACK TO NICE GUY EDDIE



                              EDDIE

                         (into phone)

                 All I know is what Vic told me.

                 He said the place turned into a

                     in bullet festival.  He took a

                 cop as hostage, just to get the

                      out of there.





       FLASH ON



18     WAREHOUSE



       The three men are stomping the cop into the ground.





19     BACK TO EDDIE



                              EDDIE

                         (into phone)

                 Do I sound like I'm jokin?  He's

                     in driving around with the cop

                 in his trunk.

                         (pause)

                 I don't know who did that.  I

                 don't know who has the loot, if

                 anybody has the loot.  Who's dead,

                 who's alive, who's caught, who's

                 not...

                 I will know, I'm practically

                 there.  But what do I tell these

                 guys about daddy?

                         (pause)

                 You sure that's what he said?

                         (pause)

                 Okay, that's what I'll tell em.



                                                        CUT TO:





20     EXT.  WAREHOUSE - DAY



       Three cars belonging to the other guys are parked outside

       the warehouse.



       Eddie drives his car up to the warehouse.  He gets out of

       the car, looks at the other cars parked outside.



                              EDDIE

                         (to himself)

                                s.



       Eddie makes a beeline for the front door, BANGS it open,

       and steps inside the warehouse.





21     INT. WAREHOUSE - DAY



       The robbers have the cop tied to a chair and are still

       WAILING on him.



       Nice Guy Eddie walks in and everybody jumps.



                              EDDIE

                 What in Sam Hill is goin on?



       Mr. Pink and Mr. White speak together.



                    MR. PINK                      MR. WHITE

          Hey, Nice Guy, we got a     You're askin what's goin

          cop.                        on?  Where the      is 

                                      Joe?



       Nice Guy sees Mr. Orange.



                              EDDIE

                 Holy     , this guy's all       

                 up!



                              MR. WHITE

                 No     , he's gonna     in die on

                 us if we don't get him taken care

                 of.



                              MR. PINK

                 We were set up, the cops were

                 waiting for us.



                              EDDIE

                 What?  Nobody set anybody up.



                              MR. PINK

                 The cops were there waitin for us!



                              EDDIE

                         .



                              MR. PINK

                 Hey,          man, you weren't

                 there, we were.  And I'm tellin

                 ya, the cops had that store staked

                 out.



                              EDDIE

                 Okay, Mr. Detective, who did it?



                              MR. PINK

                 What the      d'you think we've

                 been askin each other?



                              EDDIE

                 And what are your answers?  Was it

                 me?  You think I set you up?



                              MR. PINK

                 I don't know, but somebody did.



                              EDDIE

                 Nobody did.  You        s turn the

                 jewelry store into a wild west

                 show, and you wonder why cops show

                 up.



                              MR. BLONDE

                 Where's Joseph?



                              EDDIE

                 I ain't talked to him.  I talked

                 to Dov.  Dov said he's comin out

                 here, and he's               .



                              MR. PINK

                         (to Mr. White)

                 I told ya he'd be       .



                              MR. WHITE

                         (pointing to Mr.

                          Orange)

                 What are you gonna do about him?



                              EDDIE

                 Jesus Christ, give me a     in

                 chance to breathe.  I got a few

                 questions of my own, ya know.



                              MR. WHITE

                 You ain't dying, he is.



                              EDDIE

                 I'll call somebody.



                              MR. WHITE

                 Who?



                              EDDIE

                 A snake charmer, what the     

                 d'you think.  I'll call a doctor,

                 take care of him, fix 'm right up.

                 No, where's Mr. Brown and Mr.

                 Blue?



                              MR. PINK

                 Brown's dead, we don't know about

                 Blue.



                              EDDIE

                 Nobody saw what happened to Mr.

                 Blue?



                              MR. BLONDE

                 Well, he's either dead or he's

                 alive or the cops got him or they

                 don't.



       DOLLY to MEDIUM on the cop.



                              EDDIE (OS)

                 I take it this is the         you

                 told me about.

                         (referring to the

                          cop)

                 Why the hell are you beating on

                 him?



                              MR. PINK

                 So he'll tell us who the      set

                 us up.



                              EDDIE

                 Would you stop it with that     !

                 You beat on this prick enough,

                 he'll tell ya he started the

                 Chicago fire.  That don't

                 necessarily make it so.  Okay,

                 first things         last, where's

                 the     ?  Please tell me somebody

                 brought something

                 with them.



                              MR. PINK

                 I got a bag.  I stashed it till I

                 could be sure this place wasn't a

                 police station.



                              EDDIE

                 Well, let's go get it.  We also

                 gotta get rid of all those cars.

                 It looks like Sam's hot car lot

                 outside.

                         (pointing to Mr.

                          Blonde)

                 You stay here and babysit Orange

                 and the cop.

                         (referring to Mr.

                          Pink and Mr. White)

                 You two take a car each, I'll

                 follow ya.  You ditch it, I'll

                 pick you up, then we'll pick up

                 the stones.  And while I'm

                 following you, I'll arrange for

                 some sort of a doctor for our

                 friend.



                              MR. WHITE

                 We can't leave these guys with

                 him.



       Meaning Mr. Blonde.



                              EDDIE

                 Why not?



       Mr. White crosses to Mr. Blonde.



                              MR. WHITE

                 Because this guy's a        

                 psycho.  And if you think

                 Joe's        at us, that

                 ain't nothing compared to how

                        off I am at him, for puttin

                 me in the same room as this

                        .



                              MR. BLONDE

                         (to Eddie)

                 You see what I been puttin up

                 with?  As soon as I walk through

                 the door I'm hit with          .

                 I tell 'm what you told me about

                 us stayin put and Mr. White whips

                 out his gun, sticks it in my face,

                 and starts screaming "You

                 mother    er, I'm gonna blow you

                 away, blah, blah, blah."



                              MR. WHITE

                 He's the reason the place turned

                 into a shooting gallery.

                         (to Mr. Pink)

                 What are you, a silent partner?

                     in tell him.



                              MR. PINK

                 He seems all right now, but he

                 went crazy in the store.



                              MR. WHITE

                 This is what he was doin.



       Mr. White acts out Mr. Blonde shooting everybody in the

       store.



                              MR. BLONDE

                 I told 'em not to touch the alarm.

                 They touched it.  I blew 'em full

                 of holes.  If they hadn't done

                 what I told 'em not it, they'd

                 still be alive.



                              MR. WHITE

                 That's your excuse for going on a

                 kill crazy rampage?



                              MR. BLONDE

                 I don't like alarms.



                              EDDIE

                 What does it matter who stays with

                 the cop?  We ain't lettin him go.

                 Not after he's seen everybody.

                 You should've never took him outta

                 your trunk in the first place.



                              MR. PINK

                 We were trying to find out what he

                 knew about the set up.



                              EDDIE

                 There is no     in set up!

                         (Eddie takes charge)

                 Look, this is the news.  Blondie,

                 you stay here and take care of

                 them two.  White and Pink come

                 with me, 'cuz if Joe gets here and

                 sees all those         cars

                 parked out front, he's going to be

                 as mad at me as he is at you.



       Eddie, Mr. White and Mr. Pink walk out of the warehouse

       talking amongst themselves.





22     INT. WAREHOUSE - DAY - MR. BLONDE AND COP



       Mr. Blonde closes the door after them.  He then slowly

       turns his head towards the cop.



                              MR. BLONDE

                 Alone at last.



       

       C.U. COP'S FACE.



                              MR. BLONDE (OS)

                 Now where were we?



                              COP

                 I told you I don't know anything

                 about any         set up.  I've

                 only been on the force eight

                 months, nobody tells me anything!

                 I don't know anything!  You can

                 torture me if you want--



                              MR. BLONDE (OS)

                 --Thanks, don't mind if I do.



                              COP

                 Your boss even said there wasn't a

                 set up.



                              MR. BLONDE (OS)

                 First off, I don't have a boss.

                 Are you clear about that?



       He SLAPS the cop's face.



                              MR. BLONDE (OS)

                 I asked you a question.  Are you

                 clear about that?



                              COP

                 Yes.



                              MR. BLONDE (OS)

                 Now I'm not gonna          you.  I

                 don't really care about what you

                 know or don't know.  I'm gonna

                 torture you for awhile regardless.

                 Not to get information, but

                 because torturing a cop amuses me.

                 There's nothing you can say,

                 there's nothing you can do.

                 Except pray for death.



       He puts a piece of tape over the cop's mouth.





       COP'S POV



       Mr. Blonde walks away from the cop.



                              MR. BLONDE

                 Let's see what's on K-BILLY'S

                 "super sounds of the seventies"

                 weekend.



       He turns on the radio.



       Stealer's Wheel'      "Stuck in the Middle with You" PLAYS

       over the speaker.



       NOTE: This entire sequence is timed to the music.



       Mr. Blonde slowly walks toward the cop.



       He opens a large knife.



       He grabs a chair, places it in front of the cop and sits

       in it.



       Mr. Blonde just stares into the cop's/our face, holding

       the knife, singing along with the song.



       Then, like a cobra, he LASHES out.



       A SLASH across the face.



       The cop/camera moves around wildly.



       Mr. Blonde just stares into the cop's/our face, singing

       along with the seventie     .



       Then he reaches out and CUTS OFF the cop's/our ear.



       The cop/camera moves around wildly.



       Mr. Blonde holds the ear up to the cop/us to see.



       Mr. Blonde rises, kicking the chair he was sitting on out

       of the way.





23     INT./EXT. WAREHOUSE - DAY - HANDHELD SHOT



       We follow Mr Blonde as he walks out of the warehouse...



       ...to his car.  He opens the trunk, pulls out a large can

       of gasoline.



       He walks back inside the warehouse...





24     INT. WAREHOUSE - DAY



       ...carrying the can of gas.



       Mr. Blonde POURS the gasoline all over the cop, who's

       BEGGING him not to do this.



       Mr. Blonde just sings along with Stealer's Wheel.



       Mr. Blonde LIGHTS up a match and, while mouthing:



                              MR. BLONDE

                 "Clowns to the left of me,

                 Jokers to the right.  Here I am,

                 stuck in the middle with you."



       He moves the match up to the cop...



       ...When a bullet EXPLODES in Mr. Blonde's chest.



       The HANDHELD camera WHIPS to the right and we see the

       bloody Mr. Orange FIRING his gun.



       We cut back and forth between Mr. Blonde taking BULLET

       HITS and Mr. Orange emptying his weapon.



       Mr. Blonde FALLS down dead.



       Mr. Orange crawls to where the cop is, leaving a bloody

       trail behind him.



       When he reaches the cop's feet he looks up at him.



                              MR. ORANGE

                         (feebly)

                 What's your name?



                              COP

                 Jeffrey.



                              MR. ORANGE

                 Jeffrey what?



                              COP

                 Jeffrey Andrews.



                              MR. ORANGE

                 Listen to me, Jeffrey

                 Andrews.  I'm a cop.



                              JEFFREY

                 I know.



                              MR. ORANGE

                         (surprised)

                 You do?



                              JEFFREY

                 Your name's Freddy something.



                              MR. ORANGE

                 Freddy Newendyke.



                              JEFFREY

                 Frankie Ferchetti introduced us

                 once, about five months ago.



                              MR. ORANGE

                     .  I don't remember that at

                 all.



                              JEFFREY

                 I do.

                         (pause)

                 How do I look?



       The gun-shot Mr. Orange looks at the kid's GASHED face and

       the hole in the side of his head where his ear used to be.



                              MR. ORANGE

                 I don't know what to tell you

                 Jeffrey.



       Jeffrey starts to weep.



                              JEFFREY

                 That                !  That

                         sick                !



                              MR. ORANGE

                 Jeffrey, I need you to hold on.

                 There's officers positioned and

                 waiting to move in a block away.



                              JEFFREY

                         (screaming)

                 What the      are they waiting

                 for?  That mother    er cut off my

                 ear!  He slashed my face!  I'm

                 deformed!



                              MR. ORANGE

                 And I'm dying.  They don't know

                 that.  All they know is they're

                 not to make a move until Joe Cabot

                 shows up.  I was sent undercover

                 to get Cabot.  You heard 'em, they

                 said he's on his way.  Don't      

                 out on me now, Jeffrey.  We're

                 just gonna sit here and bleed

                 until Joe

                 Cabot sticks his     in head

                 through that door.



                                                        CUT TO:





       INSERT: TITLE CARD  "MR. ORANGE & MR. WHITE"





25     INT.  DENNY'S - NIGHT



       A tough-looking black man named HOLDAWAY, who sports a

       Malcom X beard, a green Chairman Mao cap with a red star

       on it, and a military flack jacket, digs into a Denny

       bacon, cheese and avocado burger.  He sits in a booth all

       alone.  He's waiting for somebody.  As he waits, he

       practically empties an entire bottle of ketchup on his

       french fries, not by mistake either--that's just how he

       likes it.



       We see Mr. Orange, now known as FREDDY NEWENDYKE, wearing

       a high school letterman jacket, enter the coffee shop,

       spot Holdaway, and head his way.  Holdaway sees Freddy bop

       towards him with a wide-ass alligator grin plastered

       across his face.



       CAMERA DOLLIES FAST down AISLE to MEDIUM SHOT of Holdaway.

       We fear Freddy OFF SCREEN.



                              FREDDY (O.S.)

                 Say "hello" to a mother    er

                 who's inside.  Cabot's doing a job

                 and take a big fat guess who he

                 wants on the team?



                              HOLDAWAY

                 This better not be some Freddy

                 joke.



       LOW ANGLE



       looking up at Freddy, who's standing at the table.



                              FREDDY

                 It ain't no joke, I'm in there.

                 I'm           .



       CU ON HOLDAWAY



       Holdaway just looks at his pupil for a moment, then

       smiles.



                              HOLDAWAY

                 Congratulations.





26     EXT.  DENNY'S - NIGHT



       We see through the window of the restaurant Freddy slide

       into the booth across from Holdaway.  Freddy's doing a lot

       of talking, but we can't hear what they're saying.





27     INT.  DENNY'S - NIGHT



       FREEZE FRAME ON HOLDAWAY



       We are frozen on a MEDIUM CU of Holdaway listening to

       Freddy.  We HEAR RESTAURANT NOISE and Freddy OFF SCREEN.



                              FREDDY (O.S.)

                 Nice Guy Eddie tells me Joe wants

                 to meet me.  He says I should just

                 hang around my apartment and wait

                 for a phone call.  Well after

                 waiting three goddamn days by the

                     in phone, he calls me last

                 night and says Joe's ready, and

                 he'll pick me up in fifteen

                 minutes.



       The freeze frame ENDS.  Holdaway comes suddenly up to

       speed and says:



                              HOLDAWAY

                 Woo all picked you up?



       From here to end we cut back and forth.



                              FREDDY

                 Nice Guy.  When we got to the

                 bar...



                              HOLDAWAY

                 ...What bar?



                              FREDDY

                 The Boots and Socks in Gardena.

                 When we got there, I met Joe and a

                 guy named Mr. White.  It's a phony

                 name.  My name's Mr. Orange.



                              HOLDAWAY

                 You ever seen this mother    er

                 before?



                              FREDDY

                 Who, Mr. White?



                              HOLDAWAY

                 Yeah.



                              FREDDY

                 No, he ain't familiar.  He ain't

                 one of Cabot's soldiers either.

                 He's gotta be from outta town.

                 But Joe knows him real well.



                              HOLDAWAY

                 How can you tell?



                              FREDDY

                 The way they talk to each other.

                 You can tell they're buddies.



                              HOLDAWAY

                 Did the two of you talk?



                              FREDDY

                 Me and Mr. White?



                              HOLDAWAY

                 Yeah.



                              FREDDY

                 A little.



                              HOLDAWAY

                 What about?



                              FREDDY

                 The Brewers.



                              HOLDAWAY

                 The Milwaukee Brewers?



                              FREDDY

                 Yeah.  They had just won the night

                 before, and he made a killing off

                 'em.



                              HOLDAWAY

                 Well, if this crook's a Brewers

                 fan, his ass has gotta be from

                 Wisconsin.  And I'll bet you

                 everything from a diddle-eyed Joe

                 to a damned-if-I-know, that in

                 Milwaukee they got a sheet on this

                 Mr. White mother    er's ass.  I

                 want you to go through the mugs of

                 guys from old Milwaukee with a

                 history of armed robbery, and put

                 a name to that face.



       Holdaway takes a big bite out of his burger.



                              HOLDAWAY

                         (with his mouth full)

                 What kinds questions did Cabot

                 ask?



                              FREDDY

                 Where I was from, who I knew, how

                 I knew Nice Guy, had I done time,

                      like that.



       Holdaway's talked enough, he's eating his burger now.  He

       motions for Freddy to elaborate.



                              FREDDY

                 He asked me if I ever done armed

                 robbery before.  I read him my

                 credits.  I robbed a few gas and

                 sips, sold some weed, told him

                 recently I held the shotgun while

                 me and another guy pulled down a

                 poker game in Portland.



       CAMERA MOVES from a MEDIUM on Freddy to a CU.



                              HOLDAWAY (O.S.)

                 Didja use the commode story?



                              FREDDY

                     in-A.  I tell it real good,

                 too.





28     INT.  MEN'S ROOM - L.A. TRAIN STATION - NIGHT



       Freddy and Holdaway at one of their many rendezvous.

       Holdaway wears an extra large Lakers sweatshirt.  Freddy

       sits on one of the sinks, wearing his high school jacket,

       looking at pieces of paper stapled together.



                              FREDDY

                 What's this?



                              HOLDAWAY

                 It's a scene.  Memorize it.



                              FREDDY

                 What?



                              HOLDAWAY

                 A undercover cop has got to be

                 Marlon Brando.  To do this job you

                 got to be a great actor.  You got

                 to be naturalistic.  You got to be

                 naturalistic as hell.  If you

                 ain't a great actor you're a bad

                 actor, and bad acting is          

                 in this job.



                              FREDDY

                         (referring to the

                          papers)

                 But what is this?



                              HOLDAWAY

                 It's a amusing anecdote about a

                 drug deal.



                              FREDDY

                 What?



                              HOLDAWAY

                 Something funny that happened to

                 you while you were doing a job.



                              FREDDY

                 I gotta memorize all          ?



                              HOLDAWAY

                 It's like a joke.  You remember

                 what's important, and the rest you

                 make your own.  The only way to

                 make it your own is to keep sayin

                 it, and sayin it, and sayin it,

                 and sayin it, and sayin it.



                              FREDDY

                 I can do that.



                              HOLDAWAY

                 The things you gotta remember are

                 the details.  It's the details

                 that sell your story.  Now this

                 story takes place in this men's

                 room.  So you gotta know the

                 details about this men's room.

                 You gotta know they got a blower

                 instead of a towel to dry your

                 hands.  You gotta know the stalls

                 ain't got no doors.  You gotta

                 know whether they got liquid or

                 powdered soap, whether they got

                 hot water or not, 'cause if you do

                 your job when you tell your story,

                 everybody should believe it.  And

                 if you tell your story to somebody

                 who's actually taken a piss in

                 this men's room, and you get one

                 detail they remember right,

                 they'll swear by you.





29     INT.  FREDDY'S APARTMENT - DAY



       Freddy paces back and forth, in and out of frame,

       rehearsing the anecdote.  He's reading it pretty good, but

       he's still reading it from the page, and every once in a

       while he stumbles over his words.



                              FREDDY

                 ...this was during the Los Angeles

                 marijuana drought of '86.  I still

                 had a connection.  Which was

                 insane, 'cause you couldn't get

                 weed any    inwhere then.  Anyway,

                 I had a connection with this

                 hippie chick up in Santa Cruz.

                 All and my friends knew it.  And

                 they'd give me a call and say,

                 "Hey, Freddy, you buyin some, you

                 think you could buy me some too?"

                 They knew I smoked, so they'd ask

                 me to buy a little for them when I

                 was buyin.  But it got to be

                 everytime I bought some weed, I

                 was buyin for four or five

                 different people.  Finally I said,

                 "              ."  I'm makin this

                 bitch rich.  She didn't have to do

                 jack     , she never even had to

                 meet these people.  I was     in

                 doin all the work.  So I got

                 together with her and told her,

                 "Hey, I'm sick of          .  I'm

                 comin through for everybody, and

                 nobody's comin through for me.

                 So, either I'm gonna tell all my

                 friends to find their own source,

                 or you give me a bunch of weed,

                 I'll sell it to them, give you the

                 money, minus ten percent, and I

                 get my pot for free."  So, I did

                 if for awhile...



       Freddy exits frame



                                                        CUT TO:





30     EXT.  PARKING LOT - DAY



       Another empty frame, except obviously outside.  Freddy

       enters frame from the same direction he exited in the

       previous scene, finishing his sentence.  When we move to a

       wider shot we see Freddy performing his monolog to

       Holdaway in a parking lot.  Holdaway sits on the hood of

       his beat-up car.  Freddy paces back and forth as he

       performs his story.



                              FREDDY

                 ...but then that got to be a pain

                 in the ass.  People called me on

                 the phone all the     in time.  I

                 couldn't rent a     in tape

                 without six phone calls

                 interrupting me.  "Hey, Freddy,

                 when's the next time you're gettin

                 some?"  "Mother    er, I'm tryin

                 to watch 'Lost Boys'-- when I have

                 some, I'll let you know."  And

                 then these rinky-dink pot heads

                 come by--there's my friends and

                 everything, but still.  I got all

                 my      laid out in sixty dollar

                 bags.  Well, they don't want sixty

                 dollars worth.  They want ten

                 dollars worth.  Breaking it up is

                 a major     in pain in the ass.  I

                 don't even know how much ten

                 dollars worth is.  "Well,     ,

                 man, I don't want that much

                 around.  If I have that much

                 around I'll smoke it."  "Hey, if

                 you guys can't control your

                 smokin, that's not my problem.

                 You mother    ers been smokin for

                 five years, be a adult about it."

                 Finally I just told my connection,

                 count me out.  But as it turns

                 out, I'm the best guy she had, and

                 she depended alot on my business.

                 But I was still sick to death of

                 it.  And she's trying to talk me

                 into not quitin.

                 Now this was a very weird

                 situation, 'cause I don't know if

                 you remember back in '86, there

                 was a major     in drought.

                 Nobody and anything.  People were

                 livin on resin and smokin the wood

                 in their pipes for months.  And

                 this chick had a bunch, and was

                 beggin me to sell it.  So I told

                 her I wasn't gonna be Joe the Pot

                 Man anymore.  But I would take a

                 little bit and sell it to my

                 close, close, close friends.  She

                 agreed to that, and said we'd keep

                 the same arrangement as before,

                 ten percent and free pot for me,

                 as long as I helped her out that

                 weekend.  She had a brick of weed

                 she was sellin, and she didn't

                 want to go to the buy alone...



                                                        CUT TO:





31     INT.  BOOTS AND SOCKS BAR - NIGHT



       Freddy, Joe, Nice Guy Eddie and Mr. White all sit around a

       table in a red-lighted smokey bar.  Freddy continues his

       story.  The crooks are enjoying the hell out of it.



                              FREDDY

                 ...Her brother usually goes with

                 her, but he's in county

                 unexpectedly.



                              MR. WHITE

                 What for?



                              FREDDY

                 Traffic tickets gone to warrant.

                 They stopped him for something,

                 found the warrants on 'im, took

                 'im to jail.  She doesn't want to

                 walk around alone with all that

                 weed.  Well, I don't wanna do

                 this, I have a bad feeling about

                 it, but she keeps askin me, keeps

                 askin me, finally I said okay

                 'cause I'm sick of listening to

                 it.  Well, we're picking this guy

                 up at the train station.



                              JOE

                 You're picking the buyer up at the

                 train station?  You're carrying

                 the weed on you?



                              FREDDY

                 Yeah, the guy needed it right

                 away.  Don't ask me why.  So we

                 get to the train station, and

                 we're waitin for the guy.  Now I'm

                 carrying the weed in one of those

                 carry-on bags, and I gotta take a

                 piss.  So I tell the connection

                 I'll be right back, I'm goin' to

                 the little boys room...



                                                        CUT TO:





32     INT.  MEN'S ROOM - TRAIN STATION - DAY



       MEDIUM ON FREDDY



       He walks through the door with a carry-on bag over his

       shoulder.  Once he's inside, he stops in his tracks.  We

       move into a CU.



                              FREDDY (V.O.)

                 ...So I walk into the men's room,

                 and who's standing there?



       FREEZE FRAME



       on Freddy standing in front of six Los Angeles County

       Sheriffs and one German Shepherd.  All of their eyes are

       on Freddy.  Everyone is frozen.



                              FREDDY (V.O.)

                 ...six Los Angeles County Sheriffs

                 and a German Shepherd.



                              NICE GUY EDDIE (V.O.)

                 They were waiting for you?



                              FREDDY (V.O.)

                 No.  They were just a bunch of

                 cops hangin out in the men's room,

                 talkin.  When I walked through the

                 door they all stopped what they

                 were talking about and looked at

                 me.





33     BACK TO BAR



       ECU MR. WHITE



                              MR. WHITE

                 That's hard, man.  That's a     in

                 hard situation.





34     BACK TO MEN'S ROOM



       ECU GERMAN SHEPHERD



       barking his head off.



                              FREDDY (V.O.)

                 The German Shepherd starts

                 barkin'.  He's barkin' at me.  I

                 mean it's obvious he's barkin' at

                 me.



       We do a slow 360 around Freddy in the men's room.  We can

       hear the dog barking.



                              FREDDY (V.O.)

                 Every nerve ending, all of my

                 senses, the blood in my veins,

                 everything I has was screaming,

                 "Take off, man, just take off, get

                 the      outta there!"  Panic hit

                 me like a bucket of water.  First

                 there was the shock of it--BAM,

                 right in the face!  Then I'm just

                 standin there drenched in panic.



       SLOW MOTION



       CAMERA does a PAN from face to face of the sheriffs.



                              FREDDY (V.O.)

                 And all those sheriffs are lookin

                 at me and they know. They can

                 smell it.  As sure as that     in

                 dog cam, they can smell it on me.



       FREEZE FRAME



       Back to the same freeze frame shot of Freddy standing in

       front of the sheriffs.  It suddenly jerks to life, and

       moves to speed.  The dog is barking.  Freddy moves to his

       right, out of frame.  We stay on the sheriffs.  One

       sheriff yells at the dog.



                              SHERIFF #1

                 Shut up!



       The dog quiets down.  Sheriff #2 continues with his story.

       A couple of the sheriffs look over at Freddy off screen,

       but as Sheriff #2 talks, turn their attention to him.



                              SHERIFF #2

                 So my gun's drawn, right?  I got

                 it aimed right at him.  I tell

                 'em, "Freeze, don't     in move."

                 And the little idiot's lookin at

                 me, nodding his head "Yes," sayin

                 "I know...I know...I know."

                 Meanwhile his right hand is

                 creepin towards his glove box.  So

                 I scream at him, "       , you

                 better     in freeze right now!"

                 And he's still lookin right at me,

                 saying

                 "I know...I know...I know."  And

                 his right hand's still going for

                 the glove box.



       The CAMERA PANS away from the sheriffs to Freddy, up

       against the urinal, playing possum, pretending to piss.



                              SHERIFF #2 (O.S.)

                 I tell 'im, "Buddy, I'm gonna

                 shoot you in the face right now if

                 you don't put your hands on the

                     in dash."  And the guy's

                 girlfriend, a real      Oriental

                 bitch, starts screamin at him,

                 "Chuck, are you out of your mind?

                 Put your hands on the dash like

                 the officer said."  And then like

                 nothing, the guy snaps out of it

                 and casually puts his hands on the

                 dash.



       Freddy finishes his playing possum piss, and walks past

       the sheriffs over to the sink.  The CAMERA PANS with him.

       A sheriff is sitting on a sink.  He looks down and watches

       Freddy wash his hands.



                              SHERIFF #1

                 What was he goin for?



                              SHERIFF #2

                 His registration.  Stupid     in

                 citizen, doesn't have the

                 slightest idea how close he came

                 to gettin shot.



       Freddy finishes washing his hands.  He goes to dry them,

       but there's only those hand drying machines.  Freddy turns

       on the drying machine.  He can't hear anything the

       sheriffs say now.  The sound of the machine dominates the

       sound track.



       These following shots are SLOW MOTION.



       CU OF FREDDY



       CU of his HANDS, rubbing each other getting blown dry



       SHOT OF SHERIFFS talking.  We can't hear them because of

       the machine.



       CU OF MACHINE



       MEDIUM OF SHERIFF ON SINK, smoking a cigarette, glancing

       over at Freddy.



       CU OF GERMAN SHEPHERD



       Machine turns off.



                                                        CUT TO:





35     INT. OFFICE - DAY



       CU MUG SHOT OF MR. WHITE



                              FREDDY (OS)

                 That's him, that's Mr. White.



       FULL SCENE



       An office upstairs in the undercover division of the

       police station.





       TWO SHOT OF FREDDY AND HOLDAWAY



       look at mug shot.



                              HOLDAWAY

                 Lawrence Dimick.  Let's see what

                 we got on him.



       CU OF COMPUTER SCREEN



       the name DIMICK, LAWRENCE is typed in.





       C.U. ENTER BUTTON IS PRESSED





       C.U. OF FEMALE COMPUTER OPERATOR, JODIE SEIGEL.



                              JODIE

                 This is your life, Lawrence

                 Dimick!





       C.U. OF COMPUTER PRINTER



       printing out sheet.  The noise of the printer plays loud

       over the soundtrack. Jodie's hand comes into FRAME and

       tears sheet from the printer.



                                                        CUT TO:





36     INT. HOLDAWAY'S OFFICE - DAY



       Holdaway sits behind his desk.  Freddy sits on the edge of

       the desk eating a Double-Double with cheese.  They look

       into the CAMERA.



       We hear Jodie's voice OFFSCREEN.



                              JODIE (OS)

                 Lawrence "Larry" Dimick.  Also

                 known as Lawrence Jacobs and Alvin

                 "Al" Jacobs.  This guy is Mr. Joe-

                 Armed-Robbery.  He's

                 a pro and he makes it a habit not

                 to get caught.





       MEDIUM SHOT OF JODIE



       DOLLY slowly into C.U.



                              JODIE

                 He's only been convicted twice,

                 which is pretty good for somebody

                 living a life of crime.  Once for

                 armed robbery, when he was twenty-

                 one, in Milwaukee.





       C.U. FREDDY



                              FREDDY

                 What was it?





       JODIE



                              JODIE

                 Payroll office at a lumber yard.

                 First offense - he got eighteen

                 months.  He didn't get busted

                 again until he was thirty-two.

                 And then it was a backdoor bust.

                 A routine vice squad roust.  They

                 roust this bar, out buddy Lawrence

                 is in there knocking down a few.

                 He gets picked up.  He's wearing

                 on his person an outlaw .45

                 automatic, apparently his weapon

                 of choice.  Also, on his finger is

                 a diamond ring from a jewelry

                 store robbery a year earlier.  He

                 got two years back inside for

                 that.





       TWO SHOT OF HOLDAWAY AND FREDDY



       Freddy winces.



                              FREDDY

                 Goddamn, that's hard time.





       JODIE



                              JODIE

                 So far, it's the only time he's

                 ever done.





       CU HOLDAWAY



                              HOLDAWAY

                 Was this vice squad          in

                 Milwaukee?





       JODIE



                              JODIE

                 No.  The vice squad roust was in

                 L.A.  He's been in Los Angeles

                 since '77.





       DOLLY BEHIND HOLDAWAY'S DESK



       from left to right.



                              FREDDY

                 When did he do this time?



                              JODIE

                 Back in '83, got out late '86.  I

                 found something else out I think

                 you two should be aware of.

                 About a year and a half ago, up in

                 Sacramento, an undercover cop,

                 John Dolenz, worked his way into a

                 bank job.  Apparently before the

                 job they found out he was a cop.

                 Now picture this:  It's Dolenz's

                 birthday, a bunch of cops are

                 waiting in his apartment for a

                 surprise party.  The door opens,

                 everyone yells "Surprise!", and

                 standing in the doorway is Dolenz

                 and this other guy sticking a gun

                 in Dolenz's ribs.  Before anybody

                 knows what's going on, this

                 stranger shoots Dolenz dead and

                 starts firing two .45 automatics

                 into the crowd.



                              HOLDAWAY

                 What happened?



       The DOLLY moves behind Jodie.



                              JODIE

                 It was a mess.  Cops got hit,

                 wives got hit, girlfriends got

                 hit, his dog got hit.  People got

                 glass in their faces.  Three were

                 killed, six were wounded.



                              FREDDY

                 They couldn't pin the killing on

                 one of the bank robbers?



                              JODIE

                 They tried, but they didn't have a

                 positive I.D. and all those guys

                 had alibis.  Besides, we really

                 didn't have anything on them.  We

                 had the testimony of a dead man

                 that they were talking

                 about committing a robbery.  They

                 never went ahead with the bank

                 job.



       The DOLLY completes its circle.



                              FREDDY

                 And Lar