Web Scraping — Part 1

Inspired by web scraping lessons from Lauren Klein and Allison Parrish

In this series of lessons, we’re going to introduce how to “scrape” data from the internet with the Python libraries requests and BeautifulSoup.

We will cover how to:

  • Programmatically access the text of a web page

  • Understand the basics of HTML

  • Extract certain HTML elements

Why Do We Need To Scrape At All?

To understand the significance of web scraping, let’s walk through the likely data collection process behind “Film Dialogue from 2,000 screenplays, Broken Down by Gender and Age”.

To find their 2,000 screenplays, Hannah Andersen and Matt Daniels consulted a number of already existing sources — one of which was the Cornell Movie Dialogues Corpus. This is a corpus created by Cornell CIS professors Cristian Danescu-Niculescu-Mizil and Lillian Lee for their paper “Chameleons in imagined conversations”. Go Big Red!

These researchers helpfully shared a dataset of every URL that they used to find and access the screenplays in their own project.

Import Pandas

import pandas as pd

Read in CSV file

urls = pd.read_csv("../data/cornell-movie-corpus/raw_script_urls.csv", delimiter='\t', encoding='utf=8')

Display DataFrame

urls
id movie_title script_url
0 m0 10 things i hate about you http://www.dailyscript.com/scripts/10Things.html
1 m1 1492: conquest of paradise http://www.hundland.org/scripts/1492-Conquest...
2 m2 15 minutes http://www.dailyscript.com/scripts/15minutes....
3 m3 2001: a space odyssey http://www.scifiscripts.com/scripts/2001.txt
4 m4 48 hrs. http://www.awesomefilm.com/script/48hours.txt
... ... ... ...
612 m612 watchmen http://www.scifiscripts.com/scripts/wtchmn.txt
613 m613 xxx http://www.dailyscript.com/scripts/xXx.txt
614 m614 x-men http://www.scifiscripts.com/scripts/xmenthing...
615 m615 young frankenstein http://www.horrorlair.com/scripts/young.txt
616 m616 zulu dawn http://www.aellea.com/script/zuludawn.txt

617 rows × 3 columns

Each movie title in this CSV file is paired with a URL for the screenplay. How can we actually use these URLs to get computationally tractable text data?

Though we could manually navigate to each URL and copy/paste each screenplay into a file, that would be suuuuper slow and painstaking, and we would lose crucial data in the process — information that might help us automatically distinguish the title of the movie from the screenplay itself, for example. It would be much better to programmatically access the text data attached to every URL.

Responses and Requests

To programmatically access the text data attached to every URL, we can use a Python library called requests.

When you type in a URL in your search address bar, you’re sending an HTTP request for a web page, and the server which stores that web page will accordingly send back a response, some web page data that your browser will render.

../_images/request-response.png

Import Requests

import requests

Get HTML Data

With the .get() method, we can request to “get” web page data for a specific URL, which we will store in a varaible called response.

response = requests.get("http://www.scifiscripts.com/scripts/Ghostbusters.txt")

HTTP Status Code

If we check out response, it will simply tell us its HTTP response code, aka whether the request was successful or not.

“200” is a successful response, while “404” is a common “Page Not Found” error.

response
<Response [200]>

Let’s see what happens if we change the title of the movie from Ghostbusters to Ghostboogers in the URL…

bad_response = requests.get("http://www.scifiscripts.com/scripts/Ghostboogers.txt")
bad_response
<Response [404]>
../_images/Ghostboogers.png

Extract Text From Web Page

To actually get at the text data in the reponse, we need to use .text, which we will save in a variable called html_string. The text data that we’re getting is formatted in the HTML markup language, which we will talk more about in the BeautifulSoup section below.

html_string = response.text

Here’s the screenplay now in a variable.

print(html_string)
						Ghostbusters

							by
						Harold Ramis
							and
						Dan Aykroyd

					Final Shooting Script
				Last revised October 7, 1983


											FADE IN

EXT. NEW YORK PUBLIC LIBRARY -- DAY

The sun shines brightly on the classic facade of the main library at Fifth
Avenue and 42nd Street.  In the adjacent park area, pretty hustlers and
drug peddlers go about their business.

FRONT STEPS

A few people lounge on the steps flanked by the familiar stone lions.

INT. MAIN READING ROOM -- DAY

People are dotted throughout the room sitting at the long oak tables
polished by decades of use.  Reading lamps with green glass shades cast a
golden glow on the tables.  The patina of age is everywhere.  It is very
quiet.

LIBRARIAN

A slightly stout, studious looking girl in her late twenties circulates
quietly among the tables picking up books and putting them on her cart.
Everything seems completely normal and peaceful.

POV

A single eerie musical note signals the presence of something strange
looking down on the Librarian from a vantage point high above the room.
It follows the Librarian as she pushes her cart around the corner.

INT. WORK AREA

The Librarian is alone in a back room sorting books for reshelving.
Behind her is the card catalogue.  One of the books attracts her interest
and she starts leafing through it.

THE CARD CATALOGUE

Another eerie note is heard as one of the drawers silently slides open
behind the Librarian and hundreds of index cards start popping out.  The
Librarian continues reading completely oblivious to this strange
phenomenon.

She gets up and moves past another row of cabinets.  Two more drawers
quietly slide open, and thousands of file cards start shooting out of the
open drawers just behind her, but the Librarian still doesn't notice.

THE STACKS

The Librarian works her way through rows and rows of old iron shelves
containing many thousands of volumes stacked from floor to ceiling.  As
she puts the books back in their proper places, she slowly gets the
feeling that she's being watched.  She continues her task but suddenly
hears a scratching noise and stops.

						LIBRARIAN
				(puzzled)
			Hello?  Is anybody there?

A ROW OF BOOKS

As the Librarian walks down the aisle, books start shooting off the shelf
behind her.  She turns suddenly and sees the fallen books.

THE LIBRARIAN

Frightened now, she walks slowly to the end of the aisle and tentatively
peeks around the corner.  Seeing no one, she starts to scratch her head
and suddenly a dozen books fly off the shelf right in front of her and
fall to the floor.

						LIBRARIAN
				(frightened)
			All right!  Who's there?  Lyle? Is that you?

Very slowly now, her heart pounding, the Librarian tiptoes to the other
end of the aisle.  She gets to the corner and starts to peek around it,
afraid to look but unable to resist.

INT. THE NEXT AISLE -- DAY

The Librarian comes slowly around the end of the stacks and gets her first
look at the thing that's been watching her.  Her eyes go very wide and her
mouth opens in horror. She screams.

EXT. COLUMBIA UNIVERSITY -- DAY

Students are entering and leaving a neo-Gothic building on the
University's upper west side campus.  A sign identifies the building as:
Weaver Hall -- Department of Psychology.

INT. BASEMENT -- WEAVER HALL -- DAY

At one end of the dingy corridor is a door marked PARANORMAL STUDIES
LABORATORY.  A sign dangles from the doorknob: Maid -- Please Make Up This
Room.  Scrawled across the door is a line of student graffiti that reads:
"Venkman Burn In Hell!"  It looks like it's been written in blood.

						VENKMAN (V.O.)
			Now I'm going to turn over the next card and
			I want you to concentrate and tell me what
			you think it is.

INT. PARANORMAL STUDIES LAB -- SAME TIME - DAY

DR. PETER VENKMAN is administering an ESP test to two student volunteers,
a boy and a girl, who sit across the table from him separated from each
other by a screen.

Venkman is an associate professor but his rumpled suit and the manic gleam
in his eyes indicate an underlying instability in his nature.  However,
while a little short on academic credentials, Venkman is long on
confidence, charm and salesmanship.

He turns to the male volunteer, an obnoxious SOPHOMORE, and pulls out a
card from the standard deck of ESP symbols.  The card is visible to the
camera over Venkman's shoulder but hidden from the sophomore by a masonite
board that rests between them on the table.  The card shows a star symbol
on it.

						VENKMAN
			All right.  What is it?

						SOPHOMORE
				(concentrates)
			A square?

						VENKMAN
				(shakes his head)
			Good guess -- but no.

He shows the Sophomore the star card then presses a button on the table
which administers a mild electric shock to the volunteer.  The Sophomore
twitches involuntarily as the shock passes through the electrode attached
to his fingertips.  Then Venkman turns to the female volunteer, a very
beautiful COED.

						VENKMAN
			Now just clear your mind and tell me what
			you see.

He turns over a card with a circle on it.

						COED
				(thinks hard)
			Is it a star?

						VENKMAN
				(feigning surprise)
			It is a star!  That's great.  You're very
			good.

The Coed beams proudly as Venkman turns back to the Sophomore without
showing her the card.

						VENKMAN
				(to the Sophomore)
			Now think.

He turns up the diamond card.

The Sophomore glances nervously at the electrodes, then ventures a guess.

						SOPHOMORE
			Circle?

						VENKMAN
			Close -- but definitely wrong.

He shocks him again and swivels around to face the Coed.

						VENKMAN (CONT'D)
			Ready?
				(she nods and he turns up
				the triangle card)
			What is it?

						COED
				(biting her lip)
			Ummm -- figure eight?

						VENKMAN
				(lies)
			Incredible!  Five for five.  You're not
			cheating on me here, are you?

						COED
				(amazed at her own ability)
			No.  They're just coming to me.

						VENKMAN
			Well, you're doing great.  Keep it up.

He turns back to the Sophomore who winces as the next card is turned
up -- two parallel wavy lines.

						VENKMAN (CONT'D)
			Nervous?

						SOPHOMORE
			Yes.  I don't like this.

						VENKMAN
			Well, just 75 more to go.  What's this one?

						SOPHOMORE
				(takes a deep breath)
			Two wavy lines?

						VENKMAN
				(burying the card)
			Sorry.  This isn't your day.

He zaps him again but this time the Sophomore really jumps.

						SOPHOMORE
				(angry)
			Hey!  I'm getting a little tired of this.

						VENKMAN
			You volunteered, didn't you?  Aren't we
			paying you for this?

						SOPHOMORE
			Yeah, but I didn't know you were going to
			give me electric shocks.  What are you
			trying to prove?

						VENKMAN
			I'm studying the effect of negative
			reinforcement on ESP ability.

						SOPHOMORE
			I'll tell you the effect!  It pisses me off!

						VENKMAN
			Then my theory was correct.

The Sophomore gets up, pulls the electrodes off his fingertips and exits.

						SOPHOMORE
				(as he goes)
			Keep the five bucks.  I've had it!

Venkman turns back to the Coed and shrugs.

						VENKMAN
			Well, I guess some people have it and some
			don't.

						COED
				(provocatively)
			Do you think I have it, Dr. Venkman?

						VENKMAN
			Definitely.  I think you may be a very
			gifted telepath.

Suddenly the door opens and RAY STANTZ enters.

STANTZ

He is Venkman's colleague and best friend.  A hard scientist with a good
academic background, Stantz is a maverick who genuinely loves a challenge.
At the moment, he seems really keyed up.

						STANTZ
			Drop everything, Venkman.  We got one.

He starts rummaging through cabinets and drawers, gathering up a variety
of electronic devices.

VENKMAN

He frowns at the intrusion and turns to the Coed.

						VENKMAN
			Excuse me for a minute.
				(he crosses to Stantz)
			Ray, I'm right in the middle of something
			here.  Can you come back in about an hour?

						STANTZ
				(excited, but hushed and
				confidential)
			Peter, at 1:40 this afternoon at the main
			branch of the New York Public Library on
			Fifth Avenue, ten people witnessed a
			free-roaming, vaporous, full-torso
			apparition.  It blew books from shelves at
			twenty feet away.  Scared the socks off some
			poor librarian.

						VENKMAN
				(unimpressed)
			Sure.  That's great, Ray.  I think you
			should get down there right away and check
			it out.  Let me know what happens.

						STANTZ
				(insistent)
			No, this one's for real, Peter.  Spengler
			went down there and took some PKE readings.
			Right off the top of the scale.  Buried the
			needle.  We're close this time. I can feel
			it.

Venkman looks at Stantz, then back at the Coed, torn between duty and
pleasure.

						VENKMAN
				(decides)
			Okay.  Just give me a second here.
				(he crosses back to the
				Coed)
			I have to leave now but if you've got some
			time I'd like you to come back this evening
			and do some more work with me.

						COED
			Eight o'clock?

						VENKMAN
				(lying again)
			I was just going to say "eight."  You're
			fantastic!

He waves good-bye and exits with Stantz.

EXT. PUBLIC LIBRARY -- DAY

Venkman and Stantz arrive in a taxi and trot up the front steps.  Stantz
is loaded down with equipment.

						STANTZ
			Spengler and I have charted every psychic
			occurrence in the Tri-State area for the
			past two years.  The graph we came up with
			definitely points to something big.

						VENKMAN
			Ray, as your friend I have to tell you I
			think you've really gone around the bend on
			this ghost stuff.  You've been running your
			ass off for two years checking out every
			schizo in the Five Boroughs who thinks he's
			had an experience.  And what have you seen?

						STANTZ
			What do you mean by "seen?"

						VENKMAN
			Looked at with your eyes.

						STANTZ
			Well, I was at an unexplained multiple
			high-altitude rockfall once.

						VENKMAN
			Uh-huh.  I've heard about the rockfall, Ray.
			I think you've been spending too much time
			with Spengler.

INT. MAIN READING ROOM -- DAY

EGON SPENGLER is looking for spirits when Venkman and Stantz arrive.
Spengler is a real egghead, a New Wave Mr. Spock, who single-handedly got
Venkman through graduate school.  Spengler is incredibly intelligent but
amazingly dense at the same time.  At the moment he is listening to a
table using a stethoscope connected to stereo earphones.  Venkman comes up
behind him and taps on the table to get his attention.

						VENKMAN
			Egon?

Spengler hears the tapping and thinks he's made contact with the spirit
world.  Then Venkman slams a heavy book down on the table.

						VENKMAN (CONT'D)
			Egon!

Spengler jumps at the deafening noise in his earphones and turns to see
Venkman and Stantz.

						SPENGLER
			Oh!  You're here.

						VENKMAN
			What have you got, Egon?

						SPENGLER
			Oh, this is big, Peter.  This is very big.
			There's definitely something here.

						VENKMAN
			Egon, somehow this reminds me of the time
			you tried to drill a hole in your head.  Do
			you remember that?

HEAD LIBRARIAN

A choleric, middle-aged civil servant, MR. DELACORTE, hurries over to meet
them.

						HEAD LIBRARIAN
				(nervous)
			Hello, I'm Roger Delacorte - the Head
			Librarian.  Are you the men from the
			University?

						VENKMAN
			Yes.  I'm Dr. Venkman and this is Dr. Stantz.

						HEAD LIBRARIAN
				(leads them off)
			Thank you for coming.  I'd appreciate it if
			we could take care of this quickly and quietly.

						VENKMAN
			One thing at a time.  We don't even know
			what it is yet.

INT. AN OFFICE -- A LITTLE LATER

Venkman is questioning the plump Librarian who saw the spirit, while a
Paramedic continues treating her for shock.

						LIBRARIAN
			I don't remember seeing any legs, but it
			definitely had arms because it reached for
			me.

						STANTZ
				(excited)
			Arms!  Great!  I can't wait to get a look
			at this thing.

Venkman glowers at him, still skeptical.

						VENKMAN
				(to the girl)
			All right, miss.  Have you or has any member
			of your family ever been diagnosed
			schizophrenic or mentally incompetent?

						LIBRARIAN
			Well, my uncle thought he was St. Jerome.

						VENKMAN
				(looks at Stantz)
			I'll call that a big "yes."
				(to the girl)
			Do you yourself habitually use drugs,
			stimulants or alcohol?

						LIBRARIAN
			No.

						VENKMAN
			I thought not.  And one last thing.  Are you
			currently menstruating?

						HEAD LIBRARIAN
				(shocked)
			What's that got to do with it?

						VENKMAN
				(snaps)
			Back off, man!  I'm a scientist!

THE DOOR

Spengler sticks his head in.

						SPENGLER
				(excited)
			It's moving!

Stantz and Venkman rush out.

INT. DEEP IN THE STACKS -- DAY

They come slowly down the dark aisle with Spengler leading, taking
constant readings.  Their faces are lit mainly by the light of their own
monitoring and recording equipment.

HIGH POV

Looking down on them from the spectral point of view.

A SPIRAL STAIRCASE

One by one, Venkman, Stantz and Spengler come down the tightly winding,
old iron staircase.  They are scared.  Books are strewn all over the
floor.

A BOOKSHELF

The books start to slide forward then the whole shelving unit topples over
and almost crushes the team under a ton of books.  They jump to safety.

						VENKMAN
			Nice.
				(out loud)
			Hello...

Spengler looks at his meters and silently points at a dark aisle
intersecting the one they're in.  The team inches toward it.

						SPENGLER
			It's here.

They stop at the corner.

INT. THE DARK AISLE -- DAY

The team peeks around the corner and looks toward camera.

THEIR POV -- DAY

An ethereal presence is hovering between the stacks about four feet off
the ground.  It seems to waver on the edge of being and non-being, then a
large legless, headless torso begins to emerge.

VENKMAN, STANTZ AND SPENGLER

They stand there amazed.

						STANTZ
				(whispers)
			What is it?

						VENKMAN
			It looks like a big pair of breasts and a
			pot belly.

THE TORSO -- DAY

A head and arms begin to form.  The apparition is now unmistakably a
full-bodied, somewhat elderly lady.

						SPENGLER
			It's a woman.

He edges closer to take valence readings.  Stantz starts snapping
infra-red photos of it.

						STANTZ
				(excited)
			I told you it's real.

						VENKMAN
				(whispers)
			What do we do now?

						STANTZ
				(whispers back)
			I don't know.  Talk to it.

						VENKMAN
				(nods in agreement then
				hesitates)
			What do I say?

						STANTZ
			Anything!  Just make contact.

						VENKMAN
				(takes a deep breath, then
				addresses the specter)
			Hey, Lady?
				(the apparition turns and
				seems to look right past
				them)
			Lady!  Can you talk?  Who are you?
				(no answer)
				(to Stantz)
			This is not working.  Think of something else.

						STANTZ
				(sotto voce)
			Okay.  Okay.  I got it.  I know what to do.
			Stay close.  I have a plan.

He starts moving closer to the apparition.  Venkman and Spengler edge
closer, fighting their fear.  They stop just a few feet from the vision.

						STANTZ (CONT'D)
				(whispers)
			Okay, now do exactly as I say. Everybody
			ready?

						VENKMAN & SPENGLER
			Ready.

						STANTZ
			Okay...
				(shouts)
			GET HER!!!

He leaps at the apparition.  Venkman and Spengler jump reflexively at
almost the same moment but they all end up on the floor grabbing at thin
air.

THE GHOST -- DAY

She drops back a few feet, looms up into a raging demonlike specter and
blasts them with a rush of hot breath as she mouths a single word.

						THE GHOST
				(roars)
			QUIET!

VENKMAN, STANTZ AND SPENGLER

They scream and fall backwards.

EXT. LIBRARY -- MAIN ENTRANCE - DAY

They burst through the doors and onto the broad steps, both terrified and
exhilarated by their first real contact with the supernatural.  The Head
Librarian rushes out the door after them and chases them down the steps.

						HEAD LIBRARIAN
				(very agitated)
			Did you see it?  What was it?

						VENKMAN
			We'll get back to you.

EXT. COLUMBIA UNIVERSITY -- DAY.

Venkman, Stantz and Spengler head for their lab in Weaver Hall.  Spengler
makes rapid calculations as Venkman and Stantz argue.

						VENKMAN
				(steamed)
			"Get her?"  That was your whole plan?  You
			call that science?

						STANTZ
				(exultant)
			I guess I got a little overexcited.  Wasn't
			it incredible!  I'm telling you, this is a
			first.  You know what this could mean to the
			University?

						VENKMAN
				(sarcastic)
			Oh, yeah.  This could be bigger than the
			microchip.  They'll probably throw out the
			entire engineering department and turn their
			building over to us.  We're probably the
			first serious scientists to ever molest a
			dead old lady.

						SPENGLER
				(consulting his
				mini-computer)
			I wouldn't say the experience was completely
			wasted.  Based on these new readings, I
			think we have an excellent chance of
			actually catching a ghost and holding it
			indefinitely.

Venkman stops dead in his tracks, stunned by the news.  Stantz and
Spengler continue walking.

						STANTZ
				(to Spengler; excited)
			Then we were right!  This is great.  And if
			the ionization rate is constant for all
			ectoplasmic entities, I think we could
			really kick ass -- in the spiritual sense.

Venkman catches up with them again.

						VENKMAN
			Spengler, are you serious about actually
			catching a ghost?

						SPENGLER
			I'm always serious.

						VENKMAN
				(his mind reeling at the
				possibilities)
			Wow!

EXT. WEAVER HALL -- A LITTLE LATER

They approach the entrance to the psychology department talking excitedly.
Venkman stops at the door and turns to Spengler.

						VENKMAN
			Egon, I take back everything I ever said
			about you.  Take this.
				(he hands him a candy bar)
			You earned it.

They enter the building with Spengler greedily devouring the candy bar.

INT. WEAVER HALL -- DAY

They walk through the hall, then down the stairs to the basement.

						VENKMAN
				(his mind racing)
			If you guys are right, if we can actually
			trap a ghost and hold it somehow, I think I
			could win the Nobel Prize.

						STANTZ
				(protests)
			If anyone deserves it, it's Spengler and me.
			We're doing all the hard research and
			designing the equipment.

						VENKMAN
			Yeah, but I introduced you guys.  You never
			would've met if not for me.  That's got to
			be worth something.

INT. THE BASEMENT -- DAY

A Workman in painter pants is at the door as Venkman, Stantz and Spengler
approach and enter the lab.  As soon as the door closes behind them, the
Workman starts scraping their names off the door with a razor blade.

INT. THE LAB -- DAY

As they enter, janitorial and maintenance personnel are busy dismantling
their apparatus and equipment.  DEAN YAEGER is supervising.  Venkman
confronts him.

						VENKMAN
				(shocked)
			I trust you're moving us to a better space
			somewhere on campus.

						DEAN YAEGER
			No, we're moving you OFF CAMPUS.  The Board
			of Regents has decided to terminate your
			grant.  You are to vacate these premises
			immediately.

						VENKMAN
			This is preposterous!  I demand an
			explanation.

						DEAN YAEGER
			Fine.  This University will no longer
			continue any funding of any kind for your
			group's activities.

						VENKMAN
			But why?  The students love us!

						DEAN YAEGER
			Dr. Venkman, we believe that the purpose of
			science is to serve mankind.  You, however,
			seem to regard science as some kind of
			"dodge" or "hustle."  Your theories are the
			worst kind of popular tripe, your methods
			are sloppy and your conclusions are highly
			questionable.  You're a poor scientist, Dr.
			Venkman, and you have no place in this
			department or in this University.

						VENKMAN
			I see.

						STANTZ
				(to Venkman)
			You said you floored 'em at the Regents'
			meeting.

						VENKMAN
				(righteous)
			Ray, I apologize.
				(looking at Dean Yaeger)
			I guess my confidence in the Regents was
			misplaced.  They did this to Galileo, too.

						DEAN YAEGER
			It could be worse, Dr. Venkman.  They took
			the astronomer Phileas and staked his head
			to the town gate.

EXT. COLUMBIA UNIVERSITY -- DAY --  A LITTLE LATER

Stantz and Venkman are sitting on a bench both looking desolate.

						STANTZ
				(shaking his head)
			This is like a major disgrace.  Forget
			M.I.T. or Stanford now ... they wouldn't
			touch us with a three-meter cattle prod.

						VENKMAN
			You're always so worried about your
			reputation.  We don't need the University.
			Einstein did his best stuff while he was
			working as a patent clerk.'They can't stop
			progress.

						STANTZ
				(not cheered)
			Do you know what a patent clerk makes?  I
			liked the University.  They gave us money,
			they gave us the facilities and we didn't
			have to produce anything!  I've worked in
			the private sector.  They expect results.
			You've never been out of college.  You don't
			know what it's like out there.

						VENKMAN
				(with visionary zeal)
			Let me tell you, Ray, everything in life
			happens for a reason.  Call it fate, call
			it luck, Karma, whatever.  I think we were
			destined to get kicked out of there.

						STANTZ
			For what purpose?

						VENKMAN
				(with real conviction)
			To go into business for ourselves.

Stantz is immediately intrigued by the idea but voices his reservations.

						STANTZ
			I don't know.  That costs money.  And the
			ecto-containment system we have in mind will
			require a load of bread to capitalize.
			Where would we get the money?

EXT. WIDE ANGLE VIEW OF MANHATTAN -- DAY

EXT. AVENUE OF THE AMERICAS -- DAY

Venkman, Stantz and Spengler emerge from the Irving Trust headquarters,
all neatly dressed in suits.

						VENKMAN
			You'll never regret this, Ray.

						STANTZ
				(perturbed)
			My parents left me that house, I was born
			there.

						VENKMAN
			You're not going to lose the house.
			Everybody has three mortgages these days.

						STANTZ
			But at nineteen percent interest!  You didn't
			even bargain with the guy.

						SPENGLER
			(calculating)
			Just for your information, Ray, the interest
			payments alone for the first five years come
			to over $75,000.

						VENKMAN
			Will you guys relax?  We are on the
			threshold of establishing the indispensable
			defense science of the next decade -
			Professional Paranormal Investigations and
			Eliminations.  The franchise rights alone
			will make us wealthy beyond your wildest
			dreams.

						STANTZ
			But most people are afraid to even report
			these things.

						VENKMAN
			Maybe.  But no one ever advertised before.

Stantz and Spengler exchange doubtful looks.

EXT. FIREHALL -- DAY

An abandoned brick, four-story fire station built by the city around the
turn of the century.  It bears a coat of faded red paint and legend above
the garage door in chipped gilt letters:  Engine Company #93.  The garage
doors open revealing Venkman standing in the white-tiled garage bay with a
middle aged REAL ESTATE WOMAN wearing a blazer.

INT. GARAGE BAY -- DAY

Venkman is looking around.

						R/E WOMAN
			Besides this, you've got another substantial
			work area on the ground floor, office space,
			sleeping quarters and showers on the next
			floor, and you have your full kitchen on the
			top level.  It's 10,000 square feet total.

SPENGLER

He comes out of the office area with a pocket calculator.

						SPENGLER
			It's 9,642.55 square feet.

The Realtor frowns at Spengler.

						R/E WOMAN
			What is he -- your accountant?

STANTZ

He is looking at the shiny brass fire pole.

						STANTZ
				(shouts, loving it)
			Wow!  Does this pole still work?

						VENKMAN
				(considering but not
				wanting to appear too
				eager)
			This might do ... I don't know ... it just
			seems kind of "pricey" for a fixer-upper,
			don't you think?  We're trying to keep our
			costs down.  You know how it is when you're
			starting a new company.

						R/E WOMAN
			Yes, I know.  What are you calling your
			business?

						STANTZ
			Ghostbusters.

						R/E WOMAN
			Oh, well, this place is perfect for it.

EXT. UPPER WEST SIDE -- DAY

A high panoramic view of the city shows heavy traffic moving up and down
Central Park West on a beautiful sunny day.

EXT. 78th AND CENTRAL PARK WEST -- DAY

An unusual pre-war Gothic high-rise towers over the neighborhood
buildings.  The top of the building includes an elaborate decorative
temple, complete with altar, stairs and Babylonian columns.  The late
afternoon sun gives the structure an oddly menacing quality.  The camera
PANS slowly down to the street as DANA BARRETT, an attractive woman in her
late twenties, comes walking up to the building carrying a cello case and
a shopping bag full of groceries.  Guys on the street check her out as she
enters, but she coolly ignores them.

INT. HIGH-RISE APARTMENT BUILDING -- LOBBY -- DAY

Dana crosses the lobby and gets into the elevator.

INT. THIRTY FIFTH FLOOR -- DAY

Dana gets off the elevator and goes to the door of her apartment.  As she
unlocks it, the door to the next apartment opens and Dana's neighbor,
LOUIS TULLY, peeks his head out the door. Louis is a shy nerd, hopelessly
in love with Dana.

						LOUIS
			Oh, Dana, it's you ...

						DANA
				(she's seen this before)
			Hi, Louis.

						LOUIS
			... I thought it was the drug store.

						DANA
			Are you sick, Louis?

Louis has broken the ice. He confidently exits his apartment and
approaches Dana.  His door slams behind him as he leaves.

						LOUIS
			Oh, no, I feel great.  I just ordered some
			more vitamins.  I see you were exercising.
			So was I.  I taped "20 Minute Workout" and
			played it back at high speed so it only took
			ten minutes and I got a really good workout.
			You wanna have a mineral water with me?

						DANA
			No thanks, Louis.  I'm really tired.  I've
			been rehearsing all morning.

						LOUIS
			Okay.  I'll take a raincheck.  I always have
			plenty of mineral water and other nutritious
			health foods, but you know that.  Listen,
			that reminds me, I'm having a party for all
			my clients.  It's gonna be my fourth
			anniversary as an accountant.  I know you
			fill out your own tax return, but I'd like
			you to come being that you're my next door
			neighbor and all ...

						DANA
			Oh, that's nice, Louis.  I'll stop by if
			I'm around.

						LOUIS
			You know you shouldn't leave your TV on so
			loud when you go out.  That creep down the
			hall phoned the manager.

						DANA
			I thought I turned it off.
				(she listens and hears
				loud sound coming from
				inside)
			I guess I forgot.

Dana begins unlocking her door.

						LOUIS
			I climbed on the window ledge to see if I
			could disconnect the cable but I couldn't
			reach so I turned up the sound on my TV real
			loud so they'd think there was something
			wrong with everybody's TV.  You know, you
			and I should really have keys to each
			other's apartment ...

Her door closes leaving Louis stranded.  He walks back to his apartment
muttering to himself.

						LOUIS (CONT'D)
			... in case of emergencies ...
				(he discovers he has
				locked himself out of his
				apartment)
			... like this one.

DANA' S APARTMENT -- DAY

A roomy, two-bedroom flat with a great view of the park.

She leaves the cello in the entrance hall, grabs the bag of groceries and
goes through the living room toward the kitchen.

Remembering Louis, she stops at the TV set to turn it off, but a strange
image on the screen catches her attention.

TV SCREEN
INT. CHILDREN'S BEDROOM -- NIGHT

Two children, a BOY and a GIRL, are asleep in bed when suddenly they are
awakened by supernatural moaning and groaning.

THE CHILDREN

They scream and jump out of bed.

THE DOOR

Their MOTHER and FATHER, rush in to find the children cowering against the
wall.

						FATHER
			What is it?  What's wrong?

						THE KIDS
			Look!

They point at the closet.

						MOTHER
				(to Father)
			Oh, dear.  It's that darn ghost again.
			Can't you do something about it.

						FATHER
				(helpless)
			I've tried everything, honey!  I guess we'll
			just have to move.

The mother and the kids look at him with disappointment.

						MOTHER
			Gee, there must be a better way.

Stantz steps into the foreground.

						STANTZ
			Are you troubled by strange noises in the
			night?  Do you experience feelings of dread
			in your basement or attic?  Have you or your
			family actually seen a spook, specter or
			ghost?  If the answer is yes, then don't
			wait another minute.  Just pick up the phone
			and call the professionals -- Ghostbusters.

EXT. FIREHALL

Venkman, Stantz and Spengler are standing in front of the Ghostbusters'
sign.  Spengler steps forward.

						SPENGLER
				(to camera)
			Our courteous and efficient staff is on call
			24 hours a day to serve all your supernatural
			elimination needs.

INT. RECEPTION AREA

Janine is seen answering the telephone with a big fake smile on her face.

						JANINE
				(cheery)
			Ghostbusters.  We'll be right there.

INT. CHILDREN'S BEDROOM

Spengler is taking PKE readings along the baseboards.  Stantz pops up from
under the bed.

						STANTZ
				(smiling proudly)
			Got him!  I don't think you'll have any more
			trouble with that ghost.

FATHER, MOTHER AND VENKMAN

They all look as pleased as punch as Venkman hands the Father a bill.

						FATHER
				(looks at the total)
			And it's economical, too!

						MOTHER
			How can we ever thank you?

						VENKMAN
				(big, cheesy smile)
			All in a day's work, ma'am. After all ...
				(to camera)
			... We're Ghostbusters.
				(he winks)

EXT. FRONT DOOR

Mother, Father and Kids wave goodbye to the Ghostbusters.

						THE FAMILY
				(sings)
			If you have a ghost,
			But you don't want to play host,
			You can't sleep at all,
			So who do you call ...
			Ghostbusters - Ghostbusters.

VENKMAN, STANTZ AND SPENGLER

They smile at the camera as a phone number is supered on the screen.

						GHOSTBUSTERS
				(in unison)
			We're ready to believe you,

Dana turns off the TV set and goes into the kitchen.

INT. KITCHEN

Dana switches on the radio and starts unpacking groceries.  She sets a
loaf of bread and a carton of eggs on the counter and begins putting other
items away in the pantry.

THE EGGS

The top of the carton pops open.  Then, one by one, the eggs erupt and
spill over onto the counter.  As the liquid contents hit the countertop
they sizzle.  The eggs begin to fry on the formica surface.

DANA

She hears the sizzle, turns and sees the eggs frying.  She gasps, then
recovers and inspects the mess.  She touches the counter gingerly, but
it's not at all hot. Deeply perplexed, she stands there trying to think of
an explanation.  Then a strange new sound attracts her attention and she
turns around to see where it's coming from.

Dana hears the sound of muffled chanting coming from the fridge.  She
pulls the door open and gets the shock of her life.  The inside of the
fridge has been transformed into the Gateway to another Realm -- a fiery
path leading to a temple door.  On each side of the door is a strange,
snarling creature that could best be described as a TERROR DOG.  Their
front claws are raised toward each other in a symbolic pose.  The
incredible vision is accompanied by the unearthly chanting.

DANA

She stands there transfixed by horror, the flames reflecting in her eyes.

THE FRIDGE

The chanting gets more frenetic and ominous as the temple doors slowly
begin to open.

DANA

She is paralyzed.

THE TEMPLE DOORS

They continue to open.  We feel a terrible presence within.

						THE PRESENCE
				(whispers loudly and
				hoarsely)
			ZUUL!!!

DANA

She screams and slams the refrigerator door.  Instantly, everything is
normal again.  She looks around the room.

THE EGGS

They are back in the carton, unbroken.

DANA

Fighting her fear, she turns back to the fridge and very slowly reaches
for the handle.  Then summoning all her courage, she yanks open the door.
Ketchup, mustard, bottles of vitamins and other food items fall out of the
rack on the inside of the refrigerator door.  Dana sighs with relief as
she sees nothing but the cool white porcelain interior of the fridge.  She
closes the door and stands there for a moment still shaken by the vision.
Then she shakes her head and leaves the kitchen.

EXT. FIREHALL -- DAY

The garage bay door is open.  Two painters on scaffolding are completing a
paint job on the front of the structure in flat black paint.  A carpenter
finishes hanging a sign over the door.  It reads:  GHOSTBUSTERS.

Then Stantz comes driving up in a very long, gold 1959 Cadillac ambulance
and turns into the garage bay of the firehall. The car has a battered look
to it and rumbles noisily due to a broken muffler.

INT. GARAGE BAY -- DAY

Stantz hits the siren and flashes the emergency lights as he drives in.
Venkman crosses to the car as Stantz jumps out enthusiastically.

						STANTZ
			Everybody can relax.  I found the car.  How
			do you like it?

						VENKMAN
				(not terribly pleased)
			Do you think it's wide enough?  How much?

						STANTZ
			Fourteen hundred.

Venkman steps on the front bumper and rocks it.  It wallows badly.

						STANTZ
			Just needs a little suspension work ... And
			a muffler ... And maybe brakes.

RECEPTION AREA -- DAY

A bored-looking red-headed young woman, JANINE MELNITZ, sits in a swivel
chair behind the reception desk, putting another coat of red polish on her
heavily lacquered nails.  Spengler is on his hands and knees wiring up the
telephone system.

						JANINE
				(with a definitive Queens
				accent)
			You're very handy, I can tell.  I bet you
			like to read a lot, too.

						SPENGLER
				(looks up)
			Print is dead.

						JANINE
			That's very fascinating to me.  I read a
			lot myself.  Some people think I'm too
			intellectual.  But I think reading is a
			fabulous way to spend your spare time.
				(he doesn't answer)
			I also play racketball.  Do you ever play?

						SPENGLER
			Is that a game?

						JANINE
			It's a great game!  You should play
			sometime.  I bet you'd be good.  You seem
			very athletic.  Do you have any hobbies?

						SPENGLER
			I collect spores, molds and fungus.

						JANINE
			Oh, that's very - unusual.

						SPENGLER
			I think it's the food of the future.

						JANINE
			Remind me not to go to lunch with you.

THE DOOR

Dana Barrett enters ance looks around hesitantly,

VENKMAN

He springs into action.

						VENKMAN
				(all charm)
			Hello.  I'm Peter Venkman.  May I help you?

						DANA
			Yes ... well ... I'm not sure.  What I have
			to say may sound a little ... unusual.

						VENKMAN
			We're all professionals here, Miss ...

						DANA
			Barrett.  Dana Barrett.

They walk toward the inner office.

						VENKMAN
			Why don't you step into the office and we'll
			talk about it.
				(to Janine)
			Hold all my calls, Janine.

						JANINE
			What calls?

Venkman frowns and exits with Dana.

INSERT -- TV MONITOR -- LATER

Dana is seen in close-up on a TV screen as she finishes telling about her
experience.

						DANA
			... and then I opened the door again but it
			was gone.  There was nothing there.

						VENKMAN
				(off-camera)
			So what do you think it was?

INT. OFFICE -- SAME TIME

Dana is hooked up to a lie detector.  Spengler is monitoring the readout
and videotaping the interview.  Venkman and Stantz are listening intently,
waiting for Dana's assessment of her experience.

						DANA
				(after a long pause)
			I think something in my refrigerator is
			trying to get me.

Venkman stares at her, trying to make sense of her last statement.

						VENKMAN
			Generally, you don't see that kind of
			behavior in a major appliance.  What do you
			think, Egon?

						SPENGLER
				(checking the polygraph)
			She's telling the truth -- or at least she
			thinks she is.

						DANA
				(defensive)
			Why would anyone make up a thing like that?

						VENKMAN
			Some people like the attention.  Some people
			are just crazy.

						STANTZ
				(muses)
			You know, Peter, this could be a past life
			experience intruding on the present.

						SPENGLER
			Or even a race memory, stored in the
			collective unconscious.  And I wouldn't rule
			out clairvoyance or telepathic contact either.

Dana starts laughing.  They all regard her curiously.

						DANA
				(trying to be serious)
			I'm sorry.  It's just that I don't believe
			in any of these things.  I don't even know
			my sign.

						SPENGLER
				(checks his notes)
			You're a Scorpio with your moon in Leo and
			Aquarius rising.

						DANA
			Is that good?

						VENKMAN
			It means you're bright, ambitious, outgoing
			and very, very sexy,

Dana looks at Venkman, flattered by the remark but more than a little
suspicious of his motives.

						DANA
			Is that your professional opinion?

						VENKMAN
			It's in the stars.

						STANTZ
			Why don't I check out the building?  It may
			have a history of psychic turbulence.

						VENKMAN
			Good idea.
				(to Dana)
			Were any other words spoken that you
			remember?

						DANA
			No, just that one word -- Zuul -- but I have
			no idea what it means.

						VENKMAN
			Spengler,  see if you can find the word
			"Zuul" in any of the literature.  I'll take
			Miss Barrett home and check out her apartment.

INT. DANA'S APARTMENT -- LATER THAT AFTERNOON

The door opens and Dana enters the darkened flat with Venkman. She
switches on the light and leads him to the living room.

						VENKMAN
			Have you ever thought of moving out -- at
			least until this disturbance blows over?

						DANA
			No.  If I moved out now I'd be acknowledging
			that what happened was real.  I'm not ready
			to do that.

Venkman sees the cello leaning up against the wall.

						VENKMAN
			You play the cello!  It's my favorite
			instrument.

						DANA
			Really?  Do you have a favorite piece?

						VENKMAN
				(thinks)
			I'd have to say Prokofiev's third concerto.

						DANA
			That's a violin concerto.

						VENKMAN
			Yeah, but it's got a great cello break.

He grabs the cello and starts playing it like a stand-up base.  Dana takes
the instrument out of his hands and gently puts it back in the case.

						DANA
			You really don't act like a scientist.

						VENKMAN
			No?  What do I act like?

						DANA
			Like a used car salesman.

						VENKMAN
			Thanks.
				(he gets down to business
				and starts looking around
				the apartment)
			What's in there?

He points to a door.

						DANA
			That's the bedroom, but nothing ever
			happened in there.

She takes off her jacket.

						VENKMAN
				(noticing her body)
			That's too bad.

						DANA
			What?

						VENKMAN
			Nothing.  Is that the kitchen?

He points to another door.

						DANA
				(nods)
			Uh-huh.

						VENKMAN
			Well, let's check it out.

						DANA
			I'll wait here if you don't mind.

He enters the kitchen.

INT. THE KITCHEN -- DAY

The room is a real mess.  Utensils are lying all over the floor.  The
cabinets and walls are splattered with food.

						VENKMAN
				(calls out)
			You're quite a housekeeper.

						DANA
				(off-camera)
			I told you, I ...

						VENKMAN
			I know.  It happened by itself.

He scans the room with his monitoring device.

						VENKMAN (CONT'D)
			Nothing.

He looks in a couple of cabinets, then confronts the refrigerator.  With
mild trepidation he grasps the door handle, then suddenly jerks it open.
The handle comes off in his hand.

						VENKMAN (CONT'D)
			Damn!

						DANA
				(off-camera)
			Are you all right?

						VENKMAN
			Yeah, yeah.

He grips the side of the fridge door and pulls it open.

INT. LIVING ROOM - DAY

Dana stands there nervously watching the kitchen door.  Finally, it opens
and Venkman comes out munching an apple.

						VENKMAN
			There's nothing there now and I don't get
			any significant readings.

						DANA
			This is terrible.  Either there's a monster
			in my kitchen or I'm completely crazy.

						VENKMAN
			If it's any comfort to you, I don't think
			you're crazy.

						DANA
				(laughs ironically)
			Thanks.  Coming from you that really means
			a lot to me.

						VENKMAN
			I'm a qualified psychologist.  I've got a
			degree and everything.  I believe that
			something happened here and I want to do
			something about it.

						DANA
			All right.  What do you want to do?

						VENKMAN
			I think I should spend the night here.

						DANA
				(she's had enough)
			That's it.  Get out.

						VENKMAN
			On a purely scientific basis.

						DANA
			Out!

						VENKMAN
			I want to help you.

						DANA
			I'll scream.

						VENKMAN
			Don't scream.

						DANA
				(urging him to the door)
			Then leave.

						VENKMAN
			Okay, okay.  But if anything else happens,
			you have to promise you'll call me.

						DANA
				(opening the door)
			All right.

						VENKMAN
			Okay.  Then I'll go.

						DANA
			Goodbye.

						VENKMAN
				(in the hall)
			No kiss?

She closes the door in his face and triple locks it.

EXT. HALLWAY -- DAY

Venkman stands there with his nose flattened against Dana's door.  He
starts to leave just as Louis Tully pokes his head out the door hoping to
see Dana.  He jealously eyes Venkman.  Venkman ignores Louis and gets on
the elevator.

Louis spots his newspaper lying on the floor across the hall.  Holding the
door open with one foot, he reaches for the paper but can't quite stretch
far enough.  Trying another approach, he swings the door open, leaps for
the paper and darts back to the door just as it slams shut in his face,
locking him out again.

INT. FIREHALL KITCHEN -- NIGHT

Stantz and Spengler are eating Chinese food from several take-out
containers.  Venkman enters.

						STANTZ
			How was your date?

						VENKMAN
			It wasn't a date.  It was an investigation.

						SPENGLER
			Did you see anything?

						VENKMAN
			Didn't see anything,  Didn't get anything.
			Nice girl - no ghost.  I'm starting to
			worry.  You said your graph was pointing to
			something big.  You told me things were
			going to start popping.

						STANTZ
			They will.

						VENKMAN
			Do you know when that might be?  We're on
			the brink of a very serious cash-flow problem.

He plucks a garlic shrimp from one of the Chinese food cartons and walks
off disconsolately.

EXT. HOTEL SEDGEWICK -- NIGHT

Two uniformed DOORMEN help people in and out of taxis and limos under the
hotel's elegant awning.

INT. HOTEL -- NIGHT

A "DO NOT DISTURB"  sign hangs on the doorknob of Room 1210.  Soft music
is heard coming from the room.

INT. ROOM 1210 -- NIGHT

The room is dark but we can hear the sighs and heavy breathing of a man
and woman making love on the bed.  The camera PANS across the floor
following a trail of dropped clothing -- a  tuxedo jacket and cummerbund,
white satin high heels, a lacy wedding gown, striped tuxedo trousers,
satin ladies underpants, stockings and garters.

						BRIDE (V.O.)
			Aren't you glad we waited?

						GROOM (V.O.)
			I don't know.  It probably would've been the
			same.

						BRIDE (V.O.)
				(indignant)
			Well, thanks a lot.

THE BED

The Groom turns his back to the Bride and pulls the sheet up to his neck.

						BRIDE
			What are you doing?  Are you just going to
			roll over and go to sleep?
				(he doesn't respond)
			I don't believe this.

She switches on the lamp on the nightstand and picks up a magazine.

THE AIR VENT

There is a throbbing shudder as if something powerful was rushing through
the air duct.  A hint of yellowy vapor wafts through the grating and into
the room.

THE NIGHTSTAND

The travel clock reads 9:45 P.M.  Suddenly there is an audible hiss, then
the glass clockface cracks down the middle with a snap.

THE BRIDE

Startled, she looks at the clock and picks it up to examine it.

						BRIDE
			Roy?  Your clock broke.

						GROOM
			Nice going, honey.  It was brand new.

						BRIDE
			I didn't break your precious clock, Roy!

He gets up and heads for the bathroom.

						BRIDE (CONT'D)
			Now where are you going?

						GROOM
			To the bathroom, where do you think?

						BRIDE
				(to herself)
			Have I done the right thing?

The Groom enters the bathroom and closes the door behind him.  The sound
of water running in the sink is heard.  Then the Bride hears a sound like
the noise a cat makes when trying to dislodge a hairball from its throat.

						BRIDE
				(calls out)
			Roy?  Are you all right?

The noise increases to the level of ten cats with hairballs.

						BRIDE
				(disgusted)
			Hey, sweetheart, will you CUT THAT OUT!!!

						GROOM (O.S.)
			Uuuuuuugh!!

						BRIDE
				(getting quite nervous)
			What's the matter, dear?

She gets out of bed just as he comes charging out, stuttering in stunned
horror.  She goes into the bathroom.

						BRIDE (V.O.)
			What did you do in here?  It smells awful!!
			OH ... Oh, no ... Oh, my God.

The Bride runs out of the bathroom into the arms of her husband who is on
the telephone.

						GROOM
			... right ... It's smelling up the whole
			suite ... I don't know ... It's just hanging
			off the ceiling ... I've never seen anything
			like this ... 1210 ... Quick ...

INT. FIREHALL OFFICE -- NIGHT

Janine turns off the light at her desk.  She packs up her purse and puts
on her coat.  The phone rings.  Janine answers it unenthusiastically.

						JANINE
			Ghostbusters ... Yes, it is ... Yes, of
			course they're serious.  You do!  You have!
			Yes, sir.  Well, they're out on another case
			now, but if you'll give me the address ...
			Don't worry, they'll be totally discreet.

She hits an alarm button and a loud bell starts ringing frantically.

INT. KITCHEN - NIGHT

The alarm sounds and everyone jumps up, scattering takeout cartons.

INT. DORM -- NIGHT

The alarm continues.  Everyone enters in haste and scrambles into
jumpsuits.  There is much hopping on one leg and bumping into one another.

BRASS POLE

Fully suited, Venkman jumps on and slides down followed quickly by
Spengler.  Then Stantz jumps at it but hits it at the wrong angle.  He
slowly slides down out of sight with a stunned look on his face.

INT. GARAGE BAY -- EQUIPMENT RACKS -- NIGHT

Everyone pulls throwers, traps, packs and harnesses off the wall.

EXT. FIREHALL -- NIGHT

The garage door slides up and in a blaze of light and screeching tires,
the ambulance squeals out and makes a right turn. The vehicle  has been
painted flat black and has been fitted with communication wafers and
antennae.  All the original lights have been replaced with purple and
white strobes and the siren has been altered to emit a low, unearthly
moaning  The purple and white strobe bars give the car a strange
ultraviolet aura.  It rounds the corner and heads up the West Side
Highway.

EXT. HOTEL -- FRONT DOOR -- NIGHT

The black ambulance screeches up to the main entrance, siren blaring.
Emblazoned on the door is the Ghostbusters' new logo.  It's the
international symbol of prohibition, a red circle with a diagonal red
stroke across a ghost.  The DOORMAN steps forward as Venkman, Stantz and
Spengler leap out of the car.  They open up the rear door and remove their
equipment.  People on the street stop and gawk.

INT. HOTEL LOBBY -- NIGHT

As the Ghostbusters enter, people turn and stare at their strange
appearance.  They all wear matching blue futuristic jumpsuits with proton
packs strapped to their backs.  They also wear brushed-metal, flip-down
ecto-visors worn on the head like a welder's mask.  Knee and elbow pads
complete their strange outfits.

VENKMAN

He looks ill-at-ease and embarrassed by their outlandish getups as the
HOTEL MANAGER descends on them accompanied by a Slavic MAINTENANCE MAN and
a worried BELL CAPTAIN.

						MANAGER
				(agitated)
			Thank you for coming so quickly.  The guests
			are starting to ask questions and I'm running
			out of excuses.

						STANTZ
			Has this ever happened before?

						MANAGER
			Well, most of the original staff knows about
			the twelfth floor ... The disturbances, I
			mean ... But it's been quiet for years ...
			Up until two weeks ago ... It was never ever
			this bad, though.

						STANTZ
			Did you ever report it to anyone?

						MANAGER
			Heavens, no!  The owners don't like us to
			even talk about it.  I hoped we could take
			care of this quietly tonight.

						STANTZ
			Yes, sir.  Don't worry.  We handle this kind
			of thing all the time.

They cross the lobby to the elevators, attracting lots of curious interest
from the hotel guests.

VENKMAN

A GUEST accosts him while they wait for an elevator.

						GUEST
			What are you supposed to be?

						VENKMAN
			Me?  We're ... uh ... the exterminators.
			Somebody saw a cockroach on the twelfth floor.

The Guest looks at Venkman, noting the heavy proton pack on his back, the
odd-looking particle thrower and flipdown ecto-visor.

						GUEST
			That's gotta be some cockroach,

						VENKMAN
			Well, you can't be too careful with those
			babies.

The elevator arrives and he gets on with the others.

INT. THE ELEVATOR -- NIGHT

The Ghostbusters look nervous as they ride up the elevator.

						STANTZ
			I just realized something.  We've never had
			a completely successful test with any of the
			equipment.

						SPENGLER
			I blame myself.

						VENKMAN
			So do I.

						STANTZ
			No sense worrying about it now.

						VENKMAN
				(doubtful)
			Sure.  Each of us is wearing an unlicensed
			nuclear accelerator on our back.  No problem.

The elevator stops at the Twelfth Floor.

INT. TWELFTH FLOOR CORRIDOR -- NIGHT

The elevator doors open and Venkman peeks out into the hall.  He steps out
cautiously, followed by the others.

THE END OF THE HALL

A BELLBOY comes around the corner behind them, pushing a room service cart
loaded with dirty dishes.

STANTZ

He hears the rattle of the dishes behind him, whirls and fires a stream of
protons from his wand.  Spengler is so keyed up, he too spins and fires
wildly.

THE BELLBOY

He ducks as the particle streams blow the dishes off the cart and scorch
holes in the wall behind him.

						VENKMAN
				(shouts)
			Cease fire!

The Bellboy peeks out from behind the cart.

THE GHOSTBUSTERS

They breathe a sigh of relief.

						STANTZ
				(to the Bellboy)
			Sorry, Buddy!

						SPENGLER
			We'd better adjust our streams.

He leads them down the hall to Room 1210.

INT. ROOM 1210 -- NIGHT

The Ghostbusters enter trepidatiously and start taking readings.

						SPENGLER
				(looking at his meters)
			Something was definitely here.

						VENKMAN
			Yeah, I can smell it.

						STANTZ
			I'm getting high readings near the air
			vents.  It must be using the duct system to
			get around.  See, I told you we'd get
			something.

						VENKMAN
			So far all we got is a shit smell on the
			twelfth floor and we almost fried a Puerto
			Rican bellboy.

						STANTZ
			All right.  Let's cool the negative vibes.
			These things can sense them.

They exit the room.

INT. A CORRIDOR -- NIGHT

Spengler makes his way down the hall reading valences at the door to each
room.  He knocks on one of the doors, then passes his sensor over the top
of the door and down the jambs.  Then he gets on his knees to read the
crack at the bottom of the door.  Suddenly the door opens and he looks up
to see a really stunning woman wrapped in a bath towel with another towel
twisted turban-style around her wet hair.

						WOMAN
				(noting his unusual attire)
			Yes?

						SPENGLER
				(stands up)
			Were you recently in the bathroom?

						WOMAN
				(sarcastic)
			What on earth gave you that idea?

						SPENGLER
				(seriously)
			The wet towels, residual moisture on your
			lower limbs and hair, the redness in your
			cheeks indicating ...

						WOMAN
				(cutting him off)
			You're a regular Sherlock Holmes.  Now what
			do you want?

						SPENGLER
			When you were in the bathroom, did you
			notice anything that was yellow and
			unusually smelly?

She slams the door in his face.  Spengler shrugs and moves on.

INT. ANOTHER CORRIDOR -- SAME TIME

Stantz moves down the hall checking PKE valences.

HIS PKE METER

The needle jumps into the red.

STANTZ

He alerts Spengler through the walkie-talkie headset he wears.

						STANTZ
				(hushed)
			Egon!  I got something.  I'm moving in.

Slowly and cautiously, he turns the corner at the end of the hall.
Suddenly, he sees the object of their search and freezes.

						STANTZ
				(frightened)
			Yaaaaaaaaah!

STANTZ' POV

The vapor is hunched over a room service cart loaded with dirty dishes.
It hangs there, translucent, foul, yellow, feeding off table scraps and
leftover beverages, knocking dishes off the cart and scattering refuse.
It looks like a misshapen potato with a pushed-in face and spindly arms.

						SPENGLER
				(over the walkie-talkie)
			Ray!  Where are you?  Are you all right?

						STANTZ
				(amazed)
			God, it's ugly!

THE VAPOR

It raises a half-empty bottle of wine to its gaping maw and chugs down the
liquid.  The wine is visible as it pours down his gullet and passes
through his system, finally spilling through his body onto the floor.

STANTZ

He edges closer.

						STANTZ
				(whispers into his head
				set)
			I'm moving in.  I don't think it's seen me
			yet.

THE VAPOR

It crams some leftovers into its mouth and belches loudly.

STANTZ

He is growing increasingly more disgusted as the initial fear leaves him.

						STANTZ
			Ugh!  What a slob!  I'm going to take him.
				(shouts at the vapor)
			Freeze, Potato-Face!

He fires his particle thrower at the vapor.

THE VAPOR

It dodges Stantz' first shot and the ion stream tears away fifty feet of
wallpaper in a searing ricochet.  Then the vapor flies off down the hall,
pulling the room service cart along in its wake.

STANTZ

He chases it down the hall, shouting into his headset.

						STANTZ
			He's getting away!

THE VAPOR

It reaches the end of the corridor but instead of turning, it passes right
through the solid wall.  The room service cart crashes into the wall,
smashing dishes and sending the debris flying.

INT. A HOTEL ROOM -- NIGHT

A MAN is just pulling the plastic bag off his recently dry-cleaned white
dinner jacket when the noxious vapor comes shooting through the wall.  It
blows right over him with a great rush of stinking wind and exits through
the air vent.

THE MAN

He looks at the air vent then back at his dinner jacket which has turned
several shades of sickly yellow and brown.

INT. A CORRIDOR -- NIGHT

Venkman is alone in a long hallway.  He leans against the wall, clearly
not taking any of this seriously.  He hauls on a cigarette and mutters to
himself.

						VENKMAN
			This bites it.  I actually work for a
			company called Ghostbusters.

Suddenly from the end of the hallway comes the sound of rattling dishes
and silverware, accompanied by footsteps.  Venkman's PKE meter beeps and a
red light winks on.

						VENKMAN (CONT'D)
				(into the walkie-talkie)
			Ray -- Something's here.

						STANTZ (O.S.)
				(crackling over the
				communicator)
			Where are you, Pete?

						VENKMAN
				(backing away)
			Third floor.  Get down here,

						STANTZ
			Sit tight.  I'm on my way.

						VENKMAN
			Well, hurry up.
				(checks his meter)
			The needle's going wild.

VENKMAN'S POV

A room service cart sails past along a perpendicular hallway and rolls out
of sight.  Then immediately behind it comes a reeking yellow haze.  It is
the vapor.  It doesn't follow the cart but instead makes the turn at the
end of the hall and hovers there, apparently looking at Venkman.

VENKMAN

He's scared now.

						VENKMAN
				(into his head set)
			It's here, Ray.  It's looking at me.

						STANTZ
				(on the radio)
			Don't move.  It won't hurt you.

						VENKMAN
			How do you know?

						STANTZ
			I don't know.  I'm just guessing.

Venkman sees the vapor start down the hall toward him.

						VENKMAN
				(panicking)
			Well, I think you guessed wrong.  Here he
			comes!

THE VAPOR

It flies down the hall toward Venkman.

INT. STAIRWELL -- SAME TIME

Stantz runs downstairs taking them three at a time as Venkman is heard
screaming over the radio.

						VENKMAN
				(screaming)
			Veeaaaaaahh!

INT. THIRD FLOOR

Stantz comes running around the corner and sees Venkman flat on his back,
flailing his arms and legs frantically,  Sickening, yellow-green ectofluid
covers his head and chest.

						VENKMAN
			Aagghh -- aaaggghh -- uhh -- uhh -- It slimed
			me!  It slimed me!

Suddenly Spengler's voice crackles over the communicator.

						SPENGLER (V.O.)
			Ray!  It's here!  It just went into the
			Banquet Room on the third floor.

Stantz helps Venkman to his feet and they rush off.

INT. BANQUET ROOM -- NIGHT

The Ghostbusters enter a large dark room with a high, ornately-corniced
ceiling and a crystal chandelier hanging in the center.

						STANTZ
			Visors down.  Full stream.

They flip down their visors and scan the room.

STANTZ

He peruses the room but sees nothing.  He looks up and scans the ceiling.
A form flits behind a carved beam.

						STANTZ
			There!  On the ceiling!
				(the others look)
			Come on down here, you slug!

Stantz drops to one knee and fires at the vapor.

THE CEILING

The vapor dodges as the beam blasts a sizable chunk of plaster out of the
ceiling and destroys half the crystal chandelier.

VENKMAN

He fires at it, too, wasting the rest of the chandelier but the vapor
dodges away.  They are both ready to start blazing away again when
Spengler stops them.

						SPENGLER
				(urgently)
			Wait!  Wait!  There's something I forgot to
			tell you.

						VENKMAN
			What?

						SPENGLER
				(emphatic)
			Don't cross the beams.

						VENKMAN
			Why not?

						SPENGLER
			Trust me.  It will be bad.

						VENKMAN
			What do you mean "bad?"

						SPENGLER
			It's hard to explain, but try to imagine
			all life as you know it stopping
			instantaneously and finding yourself
			confined forever in another dimension.

Venkman considers his own safety and decides to take charge.

						VENKMAN
				(with military authority)
			That's it!  I'm taking charge.  You guys
			are dangerous.

They yield command to him.

						VENKMAN (CONT'D)
			Now nobody does anything unless I order you
			to, okay?

STANTZ AND SPENGLER

They nod obediently and glance nervously at the vapor, still hovering near
the ceiling.

						VENKMAN
			Let's do it.  This thing's not going to hang
			around all day waiting for us.  Ray, give me
			one stream wide right of it. I'll go wide
			left.  Now!

STANTZ AND VENKMAN

They trigger their throwers and two streams are emitted, shooting off to
either side of the entity.  The entity swirls but stays between the beams.

						VENKMAN
				(talking them through it)
			Good ... Good ... Nice and wide ... Move
			with him ... Easy.  Hold steady.

THE VAPOR

It bobs and weaves, trying to slip past the visible lines of light, but
Venkman and Stantz manage to keep it boxed in.

						VENKMAN
				(speaking clearly)
			Now, very slowly, Ray, let's tighten it up.
			You hold steady.  I'm coming down.

They start closing the distance between their ion streams.

						SPENGLER
				(cautious)
			Don't cross them!  Watch it!

STANTZ

The vapor is trying to get around his streams, causing him to waver as
Venkman's stream gets closer and closer.

						VENKMAN
			Spengler! A little help!  Cut him off.

THE VAPOR

It slips past Stantz and races for the air vent.

SPENGLER

He fires with such poor marksmanship that he comes only centimeters from
crossing Venkman's stream. Venkman jerks away to avoid crossing Spengler's
erratic bursts and maneuvers.  Together they do extensive damage to the
walls.

INT. CORRIDOR -- SAME TIME

The Hotel Manager and the Maintenance Man look nervously at each other as
they hear the sound of heavy property damage coming from the banquet room.

INT. BANQUET ROOM - NIGHT

Stantz has the thing cornered to some extent.

						STANTZ
				(to Venkman)
			I'll nudge it out of the corner.  You cut
			off the left side.

Stantz moves closer to the wall and Venkman counters to trap the vapor
again.

						VENKMAN
				(encouragingly)
			You got it!  That's good.  Easy now.

They manage to guide the vapor out into the center of the room, all the
time closing the figurative box around it.

						STANTZ
			It's working!

						SPENGLER
			Easy ... Easy ... I'm going to throw in my
			trap now.

Spengler jerks his leg up, triggering a release on his equipment belt.  A
cord and foot pedal fall to the floor.  At the end of the cord there is a
long, flat black metal box two feet long, four inches wide and two high.
He kicks the box under the apparition and toes the foot pedal into
position. The apparition blasts them with a flatulent gust.  They recoil
but hold the configuration.

						STANTZ
			Easy ... Easy ... Open the trap now!!

Spengler stomps on the foot pedal and with a loud electronic snap the long
metal box on the floor sprays up a fixed multidimensional inverted pyramid
of bright, beaded white light.

Stantz and Venkman herd the vapor to the top of the trap.

						VENKMAN
			Watch it ... Watch it ... Now!

Spengler stomps the foot pedal again.

Suddenly there is a loud double electronic snap and a blinding flash of
pink light. Wisps of brown smoke and carbonized particles rise to the
ceiling in a large residual puff. The Ghostbusters stand there for a long
moment not quite sure the battle is over.

SPENGLER

He cautiously approaches the trap end looks at the valence indicator on
it.

						SPENGLER
				(confirms it)
			He's in here.

STANTZ AND VENKMAN

They whoop in triumph -- and considerable relief.

						STANTZ
				(pulling off his slimy
				visor)
			Well!  That wasn't so bad, was it?

Venkman looks askance at him.

						VENKMAN
			Are you kidding?  That was like trying to
			push smoke into a bottle with a baseball
			bat.  Now what do we do with it?

He looks at Stantz.

STANTZ

He looks at Spengler.

SPENGLER

He shrugs.

						VENKMAN (CONT'D)
				(not pleased)
			We'll have to work on that.
				(to Stantz)
			Grab that, would you, Ray?

They exit, leaving Stantz to deal with the trap.

INT. LOBBY -- NIGHT

The elevator opens and the Ghostbusters emerge.  Stantz holds the trap by
it's foot pedal.  He dangles it away from his body as if it is something
putrid.  The Hotel Manager approaches them.

						HOTEL MANAGER
			What happened?  Did you see it?  What is it?

Stantz removes his infra visor and wipes some slime off his face.  He is
beaming,

						STANTZ
			We got it!

He holds up the trap.

						HOTEL MANAGER
			What was it?  Will there be any more of them?

						STANTZ
			Sir, what you had there was what we refer
			to as a focused, non-terminal repeating
			phantasm or a Class Five Full Roaming Vapor
			... A real nasty one, too.

						VENKMAN
				(starts writing a bill)
			That'll be $4,000 for the entrapment plus
			$1,000 for proton recharge and storage.

						HOTEL MANAGER
				(shocked)
			Five thousand dollars!  I won't pay it.  I
			had no idea it would be so much.

						VENKMAN
			Fine.  We'll let it go again.
				(calls out)
			Ray!  Bring it back.

						HOTEL MANAGER
			No!  All right.  Anything.

EXT. HOTEL SEDGEWICK -- NIGHT

The Ghostbusters come through the revolving doors and see a real mob scene
on the street.  A large crowd has gathered around the Ectomobile and the
police have put up a barricade to hold them back.  Photographers are
taking pictures of it and several reporters are there waiting for them.
As the Ghostbusters cross to the vehicle, people in the crowd cheer and
the reporters start firing questions at them.

						REPORTER #1
			Nate Cohen.  I'm with the Post.  What
			happened in there?

						REPORTER #2
			Did you really see a ghost?

						REPORTER #3
			Is this some kind of a stunt?

						STANTZ
				(holding up the trap;
				loudly to the crowd)
			We got one!

						REPORTER #1
			Can we see it?

						STANTZ
			Uh...I'm afraid not.

						VENKMAN
			This is not a sideshow!  We're serious
			scientists.

						REPORTER #4
			What proof do you have that what you saw
			was real?

						STANTZ
			Proof?  Well, the manager of the Sedgewick
			just paid us five big ones to get something
			out of there.  Is that real enough for you?

						REPORTER #2
			Are you saying that ghosts really exist?

						VENKMAN
				(pitching)
			Not only do they exist, they're all over
			the place!  And that's why we're offering
			this vitally important service to people in
			the whole tri-state area.  We're available
			twenty-four hours a day, seven days a week.
			We have the tools and we have the talent.
			No job too small, no fee too big.  We're
			ready for anything.

SPENGLER

He's confused by all the commotion and the barrage of questions from the
press. A STREET PUNK in the crowd behind the police barricades keeps
hissing at him.

						STREET PUNK
			Mister!  Hey, Mister!  Come here!  Mister.

He finally gets Spengler's attention and waves him over.

						STREET PUNK (CONT'D)
			Hey, Mister!  Can I see those guns?

						SPENGLER
			They're not guns.  They're particle throwers.

						STREET PUNK
			Yeah, yeah.  I just want to see 'em.

						SPENGLER
			I couldn't do that.  You might hurt someone.

He turns away.

						STREET PUNK
			Wait!  Wait!  Let me ask you something.  If
			you like shot Superman with those guns, would
			he feel it or what?

						SPENGLER
				(with authority)
			On Earth -- no.  But on Krypton we could
			slice him up like Oscar Mayer Bologna.

						STREET PUNK
			Wow!

VENKMAN AND STANTZ

They are in high spirits as they continue to field questions.  A minicam
is videotaping them.

						MINICAM REPORTER
			Sing the song from your commercial.

						STANTZ
				(reluctant)
			No, we have to get back and ...

						MINICAM REPORTER
				(wheedling)
			Come on.  It's free advertising.

						VENKMAN
			There's a thought.  Hit it, Ray.

Stantz shrugs and starts singing the Ghostbusters song with embarrassed
restraint.

						STANTZ
				(singing)
			Ghostbusters ... If you have a ghost
			But you don't want to play host ...

Venkman joins in with a harmony and they continue with more confidence.

						STANTZ & VENKMAN
				(singing)
			They can be bad houseguests
			And all-night pests ...
			You can't sleep at all
			So who do you call?

Spengler joins them for the big finish with no perceivable sense of melody
or rhythm.

						ALL TOGETHER
				(singing)
			Ghostbusters ... Ghostbusters.

At the moment a flashbulb goes off freezing the Ghostbusters in a
still-frame that becomes a front-page news photo.

FRONT PAGE

The New York Post carries the picture with a big headline reading:
GHOSTBUSTERS?

The Ghostbusters' song really starts to cook with full production now as a
MONTAGE begins.

TELETYPE MACHINES

A bank of whirring, clicking teleprinters spits reams of hard copy and
wire service photos depicting the team at work.

						ANNOUNCER (V.O.)
			Hello, America.  This is Ronald Gwynne
			reporting from United Press International
			in New York.  Throughout my entire career
			as a journalist I have never reported
			anything as exciting and incredible as the
			trapping of an actual supernatural entity
			by a team of men based in this city who call
			themselves Ghostbusters.

INT. FIREHALL

The team hears the alarm buzzer.  They leap from their beds and slide down
the pole.

						ANNOUNCER (V.O.) (CONT'D)
			Now, most of us have never even heard of a
			floating, slime-like substance called
			ectoplasm, but these gentlemen claim we will
			be seeing a lot more of it than ever before.

EXT. YANKEE STADIUM -- DAY

The Ectomobile is parked at home plate.  The Ghostbusters enter the Yankee
dugout as a concerned Groundskeeper looks on.

EXT. TIMES SQUARE -- NIGHT

The electronic Seiko sign flashes the news: Ghostbusters Nab Phantom Bat
Boy at Yankee Stadium.

FULL SCREEN VIDEO OF ROGER GRIMSBY

						ROGER GRIMSBY
			Good morning.  Today the entire Eastern
			Seaboard is alive with talk of hundreds of
			reported incidents involving multiple
			sightings in what can only be described as
			extreme events of paranormal extraphenomenical
			proportions.  It seems everybody is willing
			to bring their old ghosts and skeletons out
			of the closet.  Roy Brady reports from New
			York.

EXT. IN FRONT OF FIREHALL

Minicam set up in street.

						ROY BRADY
			Thank you, Roger.  Everybody's heard ghost
			stories around the campfire.  Heck, my
			grandma used to spin yarns about a spectral
			locomotive that used to rocket past the farm
			where she grew up.  Now, as if some unseen
			authority had suddenly given permission,
			thousands of people here are talking about
			encounters they claim to have had with ghosts.

Music and Teleclicker up.

EXT. TUDOR CITY -- DAY

The Ectomobile pulls up to a Gothic apartment building in the complex. The
Ghostbusters jump out, end hurry into the lobby.

A POLICEMAN

He notices that the Ectomobile is illegally parked and walks over to gawk
at the odd vehicle.

THE ECTOMOBILE

As the Policeman approaches, a set of double antennae on the roof are
automatically activated.  They rotate and tilt to point at the Policeman.
The Policeman is a little unnerved by the antennae and starts to walk
around the car, but the antennae follow him with unerring accuracy.

THE POLICEMAN

Eager to get away from the vehicle, he quickly writes a parking ticket and
sticks it under the windshield wiper.

THE WINDSHIELD

As the Policeman withdraws his hand, the ticket heats up, bursts into
flame and burns up.

THE POLICEMAN

He stares at the ashes for a moment then slowly backs away from the car.

INT. ECTOMOBILE -- NIGHT

Stantz is driving.  Spengler and Venkman are asleep.  They all look
completely exhausted.

THE JOE FRANKLIN SHOW -- ON CAMERA

						JOE FRANKLIN
			Ray, every time I hear about your company,
			I can't help thinking about the old Bob Hope
			movie.

						STANTZ
			Actually, Joe, the title of that film was
			"Ghostbreakers," and Olsen and Johnson did
			one called "Ghost Catchers" and the Bowery
			Boys did "Ghost Chasers," "Hold That Ghost,"
			"Spooks Run Wild," "Spook Busters," and
			"Spook Chasers."

						JOE FRANKLIN
			Well, in any case, I guess there's one big
			question on everybody's mind and you're
			certainly in a position to answer it for us:
			Have you seen Elvis and how is he?

INT. RADIO STUDIO

LARRY KING is doing his phone-in talk show.

						LARRY KING
			Our phone-in topic today: Ghosts and
			Ghostbusting.  The controversy builds as more
			sightings are reported and some maintain that
			these professional paranormal eliminators in
			New York are the cause of it all.  Why did
			everything start just when these guys went
			into business?

EXT. LINCOLN CENTER -- DAY

Larry King continues voice-over as members of the New York Philharmonic
come out the stage door of Avery Fisher Hall.

						LARRY KING (V.O.)
			Should they be allowed to carry around
			unlicensed proton mass drivers?  And what's
			wrong with ghosts anyway?  Call us ... All
			our lines are open.  Hello, Larry King.

Dana is walking with another man, a VIOLINIST, when she sees Venkman
sitting on the edge of the fountain in the center of the plaza.  She asks
the Violinist to wait and crosses to Venkman.

						FEMALE CALLER (V.O.)
			Hello, Larry?  I think what Dr. Spengler
			said in his interview with you last night
			was true.  The world is in for a "psychic
			shock" 'cause like my aunt reads coffee
			grounds and she ...
				(fade out)

VENKMAN AND DANA
She is surprised and a little bit pleased to see him.

						VENKMAN
			Great rehearsal.

						DANA
			You heard it?

						VENKMAN
			You're the best one in your row.

						DANA
				(skeptical)
			Most people can't hear me with the whole
			orchestra playing.  You're good.

						VENKMAN
			I don't have to take abuse from you.  I have
			other people dying to give it to me.

						DANA
			I know.  You're quite a celebrity these
			days.  Are you here because you have info
			... about my case?

						VENKMAN
				(looks at the Violinist
				who appears to be getting
				impatient)
			Who's the stiff?

						DANA
			The "stiff?"  He happens to be one of the
			finest musicians in the world and a wonderful
			man.

						VENKMAN
			Is he dying or something?

They glance at the Violinist.

THE VIOLINIST

He takes a hit of nasal spray in each nostril.

DANA AND VENKMAN

She looks at him trying to decide whether she likes him or not.

						DANA
			He is a very close friend.  Do you have some
			explanation of what happened in my apartment?

						VENKMAN
			Yes, but I have to tell you in private at a
			fine restaurant.

						DANA
			Can't you tell me now?

						VENKMAN
			I'll cancel the reservation,  I found the
			name "Zuul" in ...
				(reading)
			The Roylance Guide to Secret Societies and
			Sects.  I don't suppose you've  read it.

						DANA
			You must have gotten the last copy.

						VENKMAN
			Well, the name Zuul refers to a demi-god
			worshipped around 6000 B.C. by the ...
			What's that say?

						DANA
			Hittites,  the Mesopotamians and the
			Sumerians.  "Zuul was the Minion of Gozer."

						VENKMAN
			"Gozer" -- he was very big in the Sumerian
			religion.  One of their gods.

						DANA
			What's he doing in my refrigerator.

						VENKMAN
			I'm checking on that.  I think we should
			meet Thursday night at nine to talk about
			it.

						DANA
			I don't think so.  I'm busy Thursday night.

						VENKMAN
				(persists)
			You think I enjoy giving up my evenings to
			spend time with clients?  I'm making an
			exception because I respect you as an artist
			and as a dresser.

						DANA
				(laughs)
			All right.  Since you put it that way.

						VENKMAN
			I'll pick you up at your place.  I'll bring
			along the Roylance Guide -- we can read
			after we eat.

						DANA
			I've got to go now.

She walks toward the Violinist.  Venkman shouts after her.

						VENKMAN
			Remember.  I'm the only one standing between
			you and a heavy Hittite.

She starts walking away.

						VENKMAN (CONT'D)
				(calls after her)
			I'll pick you up at your place.

DANA

She waves goodbye and rejoins the Violinist,

VIOLINIST AND DANA

						VIOLINIST
				(jealous)
			Who was that?

						DANA
			Oh, he's an old professor of mine.

						VIOLINIST
				(doubtful)
			Really?

						DANA
			Yes.  He's smarter than he looks.

They walk off.

INT. RECEPTION AREA -- DAY

Janine is handling a steady barrage of phone calls, switching from one
line to the other.  WINSTON ZEDDEMORE, a large, impressive-looking black
man sits across from her filling out a job application.

						JANINE
				(answering a call)
			GHOSTBUSTERS -- please hold.
				(switches)
			Good afternoon, GHOSTBUSTERS -- please hold.
				(switches back)
			Yes, can I help you?
				(pause)
			Yes ... yes,  Is it just a mist or does it
			have arms and legs ...?  Uh-huh ... Well,
			the soonest we could possibly get to you
			would be a week from Friday ... I'm sorry,
			but we're completely booked until then ...
			Uh-huh ... Well, all I can suggest is that
			you stay out of your house until we can get
			to you.  Thank you.

She hangs up.

						WINSTON
			Let me ask you something.  The ad in the
			paper just said "Help Wanted."  What's the
			job?

						JANINE
			I really don't know, Mr. Zeddemore.  They
			just told me to take applications and ask
			you these questions.
				(she reads from a
				questionnaire as if for
				the hundredth time)
			Do you believe in U.F.O.'s, astral
			projection, mental telepathy, ESP,
			clairvoyance, spirit photography,
			full-trance mediums, telekinetic movement,
			black and/or white magic, pyramidology, the
			theory of Atlantis, the Loch Ness Monster,
			or in general in spooks, spectres, wraiths,
			geists and ghosts?

						WINSTON
			Not really.  However, if there's a
			semi-regular paycheck in it I'll believe
			anything you say.

EXT. FIREHALL -- SAME TIME

A gaggle of autograph hounds is waiting on the street as Ecto One pulls
in.  The front of the building now bears a big neon sign with the
Ghostbusters logo on it.

INT. GARAGE BAY -- DAY

Venkman and Stantz disembark.  They carry a couple of traps apiece.  Their
jumpsuits are covered with smoldering ecto-slime.  The Ectomobile looks
like it's been through a war.

						STANTZ
				(exhausted)
			Boy, that was a rough one.

						VENKMAN
			I can't take much more of this.  The pace
			is killing me.

RECEPTION AREA - DAY

Venkman enters with Stantz, crosses to Janine and drops a paid invoice on
her desk.

						VENKMAN
			Here's the paper on the Brooklyn job.  She
			paid with a Visa card.

						JANINE
				(hands a sheaf of work
				orders to Stantz)
			Here are tonight's calls.

						STANTZ
				(shuffles through them)
			Oh, no.  Two more free-roaming repeaters.

						JANINE
			And this is Winston Zeddemore.  He came
			about the job.

						STANTZ
			Hi.  Ray Stantz.  Pete Venkman.

They shake hands.

						JANINE
				(to Venkman)
			And someone from the EPA is here to see you.

						VENKMAN
			The EPA?  What's he want?

						JANINE
			I didn't ask him.  All I know is that I
			haven't had a break in two weeks and you
			promised you'd hire more help.

						VENKMAN
				(surly)
			Janine, I'm sure a woman with your
			qualifications would have no trouble finding
			a top flight job in the housekeeping or food
			service industry.

						JANINE
			Oh, really?  Well, I've quit better jobs
			than this one, believe me.

He exits.

STANTZ

He scans Winston's resume, ignoring the flare-up between Janine and
Venkman.  They start downstairs to the storage facility.

						STANTZ
			Very impressive resume.  Electronic
			countermeasures, Strategic Air Command ...
			Black belt in Karate ... Small arms expert
			... Mr. Zeddemore, as you may have heard,
			we locate ghosts and spirits, trap them with
			streams of concentrated quantum energy and
			remove them from people's homes, offices and
			places of worship.

						WINSTON
			Yeah, I heard that.  Now tell me what you
			really do.

INT. THE OFFICE -- SAME TIME

The walls are plastered with newspaper and magazine stories on
Ghostbusters.  WALTER PECK, junior E.P.A. administrator, is reading one of
the articles when Venkman walks in.

						VENKMAN
			Can I help you?

						PECK
				(turns all business)
			I'm Walter Peck.  I represent the
			Environmental Protection Agency, Third
			District.

						VENKMAN
				(not impressed)
			Great!  How's it going?

						PECK
			Are you Peter Venkman?

						VENKMAN
			Yes, I'm Doctor Venkman.

Peck looks at Venkman's soiled jumpsuit.

						PECK
			Exactly what are you a doctor of, Mr.
			Venkman?

						VENKMAN
			I have Ph.D's in psychology and
			parapsychology.

						PECK
			I see.  And now you catch ghosts?

						VENKMAN
			You could say that.

						PECK
			And how many ghosts have you caught, Mr.
			Venkman?

						VENKMAN
			I'm not at liberty to say.

						PECK
			And where do you put these ghosts once you
			catch them?

						VENKMAN
			In a storage facility.

						PECK
			And would this storage facility be located
			on these premises?

						VENKMAN
			Yes, it would.

						PECK
			And may I see this storage facility?

						VENKMAN
			No, you may not.

						PECK
			And why not, Mr. Venkman?

						VENKMAN
			Because you didn't say the magic word.

						PECK
				(sighs)
			And what is the magic word, Mr. Venkman?

						VENKMAN
			The magic word is "please."

Peck laughs nervously.

						PECK
			May I please see the storage facility?

						VENKMAN
			Why do you want to see it?

						PECK
			Well, because I'm curious.  I want to know
			more about what you do here.  Frankly, there
			have been a lot of wild stories in the media
			and we want to assess any possible
			environmental impact from your operation.
			For instance, the storage of noxious,
			possibly hazardous waste materials in your
			basement.  Now either you show me what's down
			there or I come back with a court order.

						VENKMAN
				(he's had it)
			Go ahead!  Get a court order.  Then I'm
			gonna sue your ass off for wrongful
			prosecution.

						PECK
				(exiting)
			Have it your way, Mr. Venkman.

						VENKMAN
				(shouts after him)
			Hey!  Make yourself useful!  Go save a tree!

INT. FIREHALL BASEMENT -- SAME TIME

Spengler is at the work bench repairing a damaged proton pack. The place
is a mess with equipment, work orders, parts, catalogs and old lunches
piled everywhere. Half the room has been sealed off from floor to ceiling
with concrete blocks to form a storage facility for captured spirits.
Winston is standing at a viewing slit staring into the storage facility.

STANTZ

He inserts a trap into a metal-lined slot in the wall of the storage
facility.  Spengler crosses to a control console to assist him.

						STANTZ
				(pushing buttons)
			Set entry grid.

						SPENGLER
			Neutronize.  System shut.

He pushes more buttons and the slot lights up.  Several grating electronic
snaps are heard, like the sound of bugs being fried on an outdoor insect
light.  Then Stantz withdraws the trap and tosses it into a bin marked:
FOR RECHARGE.

						SPENGLER (CONT'D)
			I've got to sleep.

						STANTZ
			I need two new purge valves.  How's the grid
			around the storage facility holding up?

						SPENGLER
			I'm worried, Ray.  It's getting crowded in
			there.  And all my recent data points to
			something big on the bottom.

						WINSTON
				(concerned)
			What do you mean "big?"

Spengler picks up a Hostess Twinkie from the workbench.

						SPENGLER
			Well, let's say this Twinkie represents the
			normal amount of psychokinetic energy in the
			New York area.  According to this morning's
			PKE sample, the current level in the city
			would be a Twinkie 35 feet long weighing
			approximately six hundred pounds.

						WINSTON
			That's a big Twinkie.

						STANTZ
			We could be on the verge of a fourfold
			crossover ... or worse.  If what we're
			seeing indicates a massive PKE surge, we
			could experience an actual rip.

Spengler nods gravely. Venkman enters looking very concerned.

						VENKMAN
			Egon, how's the grid around the storage
			facility holding up?

						STANTZ
			It's not good, Pete.

						WINSTON
			Tell him about the Twinkie.

Venkman lets that remark go and crosses to a TV monitor linked to a camera
inside the storage facility.

						VENKMAN
				(peering)
			I can't look anymore.  It's too depressing.

THE MONITOR.

We zoom in on the monitor and get our first real look inside the storage
facility.  It is a bleak repository for souls of many species.  Strange
lights, mists and spectral shapes waft about aimlessly.  Human-like
figures lean against the walls in despairing convict poses.  Others flit
and hang on the ceiling.  It is a sad and frightening limbo and a most
unholy makeshift asylum.

EXT. MANHATTAN SKYLINE -- NIGHT

A mysterious cloud takes shape and hovers over Dana's apartment building.
Then a strange glow starts to radiate from the temple-like structure on
the roof.

EXT. THE TEMPLE -- NIGHT

The moon shines through the odd cloud configuration, illuminating the
ornate temple door with its two stone Terror Dogs posed rampant on either
side of the portal.

TERROR DOG

Its hideous stone features are bathed in moonlight.  The camera PANS down
its grotesque body to one of its claws.  Suddenly there is a hiss and an
audible crack of disintegrating mortar as one of its stone talons comes to
life.

ITS HEAD

The stone figure opens its eyes, revealing glowing red pupils beneath the
scaly lids.

INT. HALLWAY -- NIGHT

Dana gets off the elevator and immediately hears loud music blasting from
Louis' apartment as his party hits full swing.  She tiptoes past his door
but despite the loudness of the music, Louis somehow senses her presence
and comes rushing out into the hall.

						LOUIS
			Oh, Dana, it's you.

						DANA
			Hi, Louis.

						LOUIS
			Hey, it's crazy in here.  You're missing a
			classic party.

						DANA
			Well, actually Louis I have a friend coming
			by.

						LOUIS
			Great!  Bring her, too.  But you better
			hurry.  I made nachos with non-fat cheese
			and they're almost gone.  I'll make some
			more though.

						DANA
				(entering her apartment)
			Fine, Louis.  We'll stop in for a drink.

						LOUIS
			I got the Twister game for later ...

Dana closes the door leaving Louis alone in the hall, once again locked
out of his own apartment.

						LOUIS (CONT'D)
				(knocking on his door)
			Hey.  Lemme in ...

INT. DANA'S APARTMENT -- NIGHT

She enters and takes off her coat.  She's wearing dance clothes and
appears to be really tired.  She sits down in an overstuffed chair and
takes off her leg warmers.  Then leans back and closes her eyes.  It is
very quiet.  Something dreadful is about to happen. Then it happens. The
phone rings so loudly it makes Dana jump.  She picks it up.

						DANA
			Hello ... Oh, hi Mom.  Yes ... yes.
			Everything's fine.  No ... nothing.  Just
			that one time ... I am ... I will ... I
			won't ... Mother!  I'm all right.  I told
			you.  Everything's fine ...!  All right.
			I'll talk to you tomorrow ... I promise.
			'Bye.

She hangs up the phone, leans her head back and closes her eyes again.  We
hold on her for a long beat.

INT. THE KITCHEN DOOR   NIGHT

An eerie light is seen coming through the cracks around the door.

DANA

She sits up in surprise and looks at the kitchen door.

						DANA
			Oh, shit!

She starts to get up but suddenly a pair of scaly, inhuman hands rip out
of the chair cushion on either side of her and clutch her around the
waist.  She screams and tries to break their grip, but another pair of
claws tears through the upholstery and grabs her around the chest and
neck, pinning her to the chair.

THE CHAIR

As if drawn by a powerful force, the chair with Dana in it slides across
the living room floor toward the kitchen door.

THE KITCHEN DOOR

The whole door is now pulsing.

DANA

She is horrified.

THE KITCHEN DOOR

It swings open, revealing a fiery chamber where the kitchen used to be.
One of the Terror Dog creatures seen earlier in the fridge is standing
there waiting for Dana with outstretched claws.

DANA

She screams as the chair propels her into the kitchen.  Then the door
swings shut behind her.

EXT. DANA'S ROOFTOP -- NIGHT

A bright flash shoots out from the center of the pyramid, lighting up the
roof of Dana's building.

ROOF TEMPLE

All is as before except that both stone Terror Dogs are ominously missing
from the structure.

INT. LOUIS' APARTMENT -- SAME TIME

Louis is playing the perfect host to his clients, a general cross-section
of nerds and nerdettes,  The music is much too loud and the guests are
scattered about the living room in small groups making dull conversation.

LOUIS

He is emptying ashtrays and cleaning them with Windex.  A TALL WOMAN
approaches him.

						TALL WOMAN
			Louis, do you have any Excedrin or Extra
			Strength Tylenol?

						LOUIS
			I have acetacylasilic acid but generic from
			Walgreens cause I can get 600 tables for 35%
			less than the cost of 300 name brand.  Is it
			a headache?

The woman moves away.

THE BUFFET TABLE

Two stiff men are helping themselves. One is about to bite into some lox
when Louis joins them.

						LOUIS
			That's Nova Scotia salmon.  The real thing.
			It costs $24.95 a pound but really $12.48 a
			pound net after tax.  I'm writing this whole
			party off as a promotional expense.  That's
			why I invited clients instead of friends.
			Try that Brie, it's dynamite at room
			temperature.  Maybe I should turn the heat
			up a bit ...

A SECOND WOMAN moves up to Louis.

						WOMAN #2
			C'mon Louis, maybe if we dance other people
			will start.

They start to dance.

The doorbell rings.  Louis bolts for the door hoping if's Dana. It's
another couple. Louis escorts them in and take, their coats.

						LOUIS
			Everybody, this is Ted and Annette Fleming.
			Ted has a small carpet cleaning business in
			receivership, but Annette is drawing a
			salary from a deferred bonus from two years
			ago and the house has $15,000 left at eight
			percent.

He goes to the bedroom door with their coats and opens it.

INT. BEDROOM -- NIGHT

On the bed, standing up on all four legs, is a bristling, panting, live
Terror Dog.  Too preoccupied to notice it, Louis reflexively tosses the
coats onto the bed. They both land on the Terror Dog's head.

INT. LIVING ROOM -- NIGHT

Louis comes out of the bedroom and closes the door.  Then from within
there issues forth a tremendous roar that freezes the quest.

						LOUIS
			Okay.  Who brought the dog?

BEDROOM DOOR

An instant later, the Terror Dog bursts right through the door.  Wood
chips and splinters shower the guests.

THE GUESTS

They drop their drinks and canapes as the Terror Dog lands in the center
of the room, snarling hellishly.

It quickly scans the room, looking for Louis.

LOUIS

He yelps and runs for the door.

TERROR DOG

He lunges after Louis, but Louis gets out just in time and slams the door
behind him.

INT. HALLWAY -- NIGHT

Louis tears off down the hall, bellowing. The Terror Dog bursts through
the door, lands in the hall and runs after him.

Louis ducks into the elevator.

EXT, DANA'S BUILDING NIGHT

A DOORMAN stands at his post near the revolving door,  Two elegantly
dressed visitors wait as he phones to announce them to one of the building
residents. Suddenly Louis comes running out of the door.

						LOUIS
			Help! Help!  There's a bear loose in my
			apartment.

He runs across the street and disappears in the park.

THE DOORMAN

						DOORMAN
				(mutters)
			How he's got animals up there.

The Doorman turns just in time to see the Terror Dog before it runs right
over him and bounds across the street.

EXT. CENTRAL PARK

TWO BUMS stroll casually along discussing current events.

						FIRST BUM
			I think you're right about Central America
			but I completely disagree about the other
			thing.  A good heavyweight boxer could take
			a Karate guy every time.

Louis runs by them, almost knocking them over.

						LOUIS
				(screaming)
			Run!  Run!

They turn to watch him go.

						SECOND BUM
				(shaking his head)
			Rush, rush, rush.

They turn back just as the Terror Dog streaks past them in hot pursuit.
They recoil in fear and watch as the creature sprints after Louis.

						SECOND BUM (CONT'D)
			That is one speedy mutt.

						FIRST BUM
			He's a big one.  You don't want to mess with
			that particular breed.

						SECOND BUM
			Definitely some sort of fighting Spaniel, I
			think.

EXT. CENTRAL PARK - NIGHT

Louis runs for his life, afraid to look back.  He races through a tunnel
then sees the twinkling lights of the Tavern on the Green restaurant and
heads straight for it.

EXT. TAVERN ON THE GREEN -- NIGHT

Louis comes tearing into the courtyard of the restaurant.  Through the
large picture windows he can see well-dressed people sitting in the
elegant dining room.  He goes for a door into the dining room but finds it
locked. Then he tries another door but it, too, is locked.  Suddenly, he
hears a low rumbling growl from the bushes. Desperate now, he starts
pounding on the glass.

INT. TAVERN ON THE GREEN -- SAME TIME

The wealthy patrons look up and see Louis pounding on the glass, screaming
unintelligibly.

						LOUIS
				(muffled)
			Help!  Help!

They ignore his pleas and return to their salmon croute.

EXT. COURTYARD -- NIGHT

Louis' heart is pounding, his breath coming in compulsive gasps as he
turns to face the relentless Terror Dog.

THE TERROR DOG

It stands there silhouetted in the dark.  Then it starts advancing toward
Louis, casting giant shadows on the walls.

LOUIS

He is paralyzed with fear.

						LOUIS
				(trembling)
			Nice doggie.  Nice.

THE TERROR DOG

It pounces with a tremendous roar.

INT. TAVERN ON THE GREEN -- NIGHT

The roar echoes through the restaurant.  There is the sound of a violent
struggle, then all is quiet.  Nobody notices.

COLUMBUS CIRCLE   LATER

Louis walks out of the park, walking stiffly with a glazed look in his
eyes.  He sees a horse and carriage parked at the curb.  He goes right up
to the horse and speaks to it, obviously possessed by the Terror Dog.

						LOUIS
				(to the horse)
			I am Vinz Clortho.  Keymaster of Gozer,
			Volguus Zildrohar, Lord of the Sebouillia.
			Are you the Gatekeeper?

The COACHMAN sees Louis talking to his horse.

						COACHMAN
			Hey!  He pulls the wagon.  I make the deals.
			You wanna ride?

						LOUIS
				(to Coachman)
			Are you the Gatekeeper?

						COACHMAN
			No, I'm the Governor of New Jersey.  Now get
			outta here.

Louis glares at the Coachman. His eyes begin to glow, magically.

						LOUIS
				(to Coachman)
			You will perish in flames, subcreature!
			Gozer will destroy you and your kind!
				(he whispers to the horse)
			Wait for the sign.  Then all prisoners will
			be released.

Louis lopes off across the street.  The cars come screeching to a halt to
avoid hitting him.

THE STREET

TWO MOUNTED POLICEMEN notice his strange behavior and follow him down the
street.

EXT. DANA'S APARTMENT BUILDING -- NIGHT

Venkman enters dressed neatly in a suit, holding a bouquet of flowers for
Dana. He sees two COPS talking to dishevelled party guests.  He sidles up
to one of the cops.

						VENKMAN
			What's going on?

						THE COP
			Some moron brought a cougar to a party and
			it went berserk,

						VENKMAN
			Oh.

He goes to the elevators.

INT. HALLWAY -- NIGHT

Venkman walks past Louis' apartment and curiously notes the splintered
door.  Then he rings Dana's bell, waits, rings again and knocks.

						VENKMAN
				(calls out)
			Dana?

The door opens and Dana is standing there, but she has changed radically
from the woman we met earlier.   Her hair is down, flowing loosely over
her naked shoulders, her eyes are wide open, filled with a kind of
love-slave longing, her lips are parted and wet and her clothes are
seductively tattered.  She stares at Venkman.

						VENKMAN (CONT'D)
			Hi.
				(he notes the change in
				her)
			What happened to you? The cop downstairs
			said an animal got loose up here.  What's
			the story?  Are you all right?

She stares at him as if she hasn't heard a word he said.

						DANA
			Are you the Keymaster?

Venkman realizes that something bizarre has happened.

						VENKMAN
			Not that I know of.

She starts to close the door but Venkman slides past her into the
apartment.

						VENKMAN (CONT'D)
				(worried now)
			Hey, Dana.  What is it?  What happened?

						DANA
			I am Zuul.  I am the Gatekeeper.

He looks around the apartment and notices the holes ripped in the chair.
Then he sees the kitchen doorframe charred and blackened with soot.

						VENKMAN
			I think we better get out of here.

DANA

She crosses to the window and gazes at the sky as if waiting for
something.

						DANA
			We must prepare for the coming of Gozer.

						VENKMAN
				(humoring her)
			Okay, I'll help you.  Should we make some
			dip or something?

						DANA
			He is the Destructor.

						VENKMAN
			Really?  Can't wait to meet him.
				(he has an idea)
			As long as we're waiting for him, I'd really
			like to try something with you -- in the
			bedroom.

He takes her hand and she yields.  They enter the bedroom.

INT. DANA'S BEDROOM -- NIGHT

They enter and Venkman steers her onto the bed.

						DANA
				(wantonly)
			Do you want this body?

						VENKMAN
				(taking her pulse)
			Well, I'll just use it for a while and get
			it right back to you.

						DANA
			Take me now.

He checks her pupil dilation with a penlight.

						VENKMAN
			Well, I make it a rule never to sleep with
			possessed people.

She pulls him down on top of her and kisses him with supernatural lust.

						VENKMAN
				(coming up for air)
			Actually, it's more of a policy than a rule.

						DANA
				(stroking him)
			I want you inside me.

						VENKMAN
				(reluctant)
			I don't know.  You've got two people in
			there already.  It could get a little
			crowded.
				(he gently pushes her back
				down on the bed)
			I want you to close your eyes and relax.
				(she complies)
			Now I'm going to speak to Dana and I want
			Dana to answer.

						DANA
			I am Zuul.  I am ...

						VENKMAN
			Right ... You're the Gatekeeper.  But I want
			Dana.  Dana, speak to me ...

						DANA
				(in a low, horrible
				unearthly voice)
			There is no Dana.  I am Zuul.

						VENKMAN
				(recoils)
			Whoa!! Nice voice.

She starts to sit up, but he restrains her with a light touch on the
shoulder.

						VENKMAN (CONT'D)
				(trying another approach)
			All right -- Zuul.  Listen carefully.  I
			don't know where you came from or why, but
			I want you to get out of here and leave Dana
			alone.  I'm going to count to ten and when
			I'm finished, you better be gone.  Okay?
			Here goes.  One ... Two ... Three ...

A shudder runs through Dana's body, then she slowly starts to levitate,
rising a full three feet off the bed.

						VENKMAN (CONT'D)
				(aghast)
			Wow!

He stands up and circles around the bed looking for some sort of
explanation.  He passes his hands over her, then under her, looking for
wires or a force field.  Then he makes a few theatrical moves like a cheap
magician.

EXT. HUDSON PARKWAY -- SAME NIGHT

Ecto One speeds northward, strobes lit.

INT. ECTOMOBILE -- NIGHT

Winston is at the wheel.  Stantz pops open a beer and lights a smoke. They
both look completely wasted. Stantz is looking over some blueprints.

						WINSTON
			Hey man.  What is it you're so involved with
			there?

						STANTZ
			Uh ... Oh these are blueprints of the
			structural ironwork in Dana Barrett's
			apartment building ... And they're most
			unusual.

						WINSTON
				(changing the subject)
			Are you a Christian, Ray?

						STANTZ
				(examining documents)
			Mmmhmmm.

						WINSTON
			Me, too.

						STANTZ
				(reacting to something in
				the blueprint)
			Boy!  Solid cores of shielded Selenium .325.

						WINSTON
			Do you believe in God?

						STANTZ
			No.  But I liked Jesus' style.

						WINSTON
			Me, too. Parts of the Bible are great.

						STANTZ
				(hardly listening)
			The whole roof cap was fabricated with a
			magnesium-tungsten alloy.

						WINSTON
			Ray, do you remember something in the Bible
			about a day when the dead would rise up from
			their graves?

						STANTZ
				(still absorbed by the
				blueprint)
			And the seas would boil ...

						WINSTON
			Right.  And the sky would fall ...

						STANTZ
			Judgement Day ...

						WINSTON
			Yeah, Judgement Day.

						STANTZ
			Every ancient religion had its own myth
			about the end of the world.

						WINSTON
			Well, has it ever occurred to you that the
			reason you've been so busy lately is because
			the dead have been rising from their graves?

They exchange a look of puzzlement and concern.

EXT.. FORT DETMERRING -- NIGHT -- SAME TIME

Ecto One pulls up to a pair of massive parapets and a hewn timber gate set
in a thick redoubt on an escarpment high above the river. Two figures
approach them from the shadows.  As they draw closer, Stantz and Winston
see their Stetson hats and uniforms.

						PARK RANGER
			Evening.  We've had a problem here for quite
			some time.  I called your outfit a couple of
			weeks ago.

						WINSTON
			Busy time of year.

						PARK RANGER
			Nobody likes to talk about this sort of thing.

						STANTZ
			You don't have to worry about that with us,
			sir.

						WINSTON
			Right.  We'll believe anything.

INT. FORT -- GUNNER'S CORRIDOR -- NIGHT

Stantz and Winston walk past a long line of cannon.  Their visors are
down.  They wear the usual equipment.

						STANTZ
			You check the armory.  I'll go down to the
			officers' barracks.

They split up. Winston takes a long, low passageway. Stantz descends a set
of stone stairs.  They both leave frame.  The sound of their separate
footsteps fades O.S.

EXT. FIREHALL -- NIGHT -- SAME TIME

A police van pulls up, the garage door opens and Spengler comes out of the
building.  He meets a POLICE SERGEANT.  They walk around to the back door
of the van.

						SERGEANT
			We picked up this guy and now we don't know
			what to do with him, Bellevue doesn't want
			him and I'm afraid to put him in the
			lock-up.  I'm telling you, there's something
			weird about him.  And I know you guys are
			into this stuff so we figured we'd check
			with you.

The Sergeant unlocks the door and pulls it open.

INT. THE POLICE VAN -- NIGHT

Louis is on the floor wearing a strait jacket.  He is tied to the bench
with leather restraint straps and ankle cuffs.

						LOUIS
				(forlorn)
			Are you the Gatekeeper?

Spengler notes the strange glow in Louis' eyes,

						SPENGLER
			Bring him inside, Officer.

INT. BASEMENT -- LATER

Louis is hooked up to a variety of strange contraptions including
something on his head that looks like an aluminum mixing bowl wired with
hundreds of electrodes.  Spengler monitors Louis' reactions as he
questions him. Janine watches.

						LOUIS
			I am Vinz Clortho - Keymaster of Gozer.

						SPENGLER
				(reacts to the name Gozer)
			I am Egon Spengler, Creature of Earth,
			Doctor of Physics, Graduate of M.I.T.

						JANINE
				(looking through Louis'
				wallet)
			According to this his name is Louis Tully.

						LOUIS
			Oh, no.  Tully is the fleshbag I'm using.
			I must wait inside for the sign.

						JANINE
			Do you want some coffee while you're waiting?

						LOUIS
				(to Spengler)
			Do I?

						SPENGLER
			Yes, have some.
				(Janine goes to the table
				and puts some water up to
				boil)
			Vinz, what sign are you waiting for?

						LOUIS
			Gozer the Traveller will come in one of the
			pre-chosen forms.  During the rectification
			of the Vuldronaii the Traveller came as a
			very large and moving Torb.  Then of course
			in the third reconciliation of the last of
			the Meketrex supplicants they chose a new
			form for him, that of a Sloar.  Many Shubs
			and Zuuls knew what it was to be roasted in
			the depths of the Sloar that day I can tell
			you.

Spengler stares at Louis for a moment then looks over at Janine.

JANINE

She rolls her eyes at Spengler and mimes the traditional sign for lunacy
by pointing to her temple and tracing a circle with her index finger.
Then the phone rings and Spengler answers it.

						SPENGLER
			Hello?

INT. DANA'S BEDROOM -- SAME TIME

Venkman is lying on the bed with the phone.  Dana is asleep next to him,
still floating three feet in the air with a blanket over her.

						VENKMAN
			It's Peter, Egon.  I've got a problem.

INTERCUT SPENGLER AND VENKMAN

						SPENGLER
			What is it?

						VENKMAN
			I'm with Dana Barrett and she's floating
			three feet off the bed.

						SPENGLER
			Does she want to be?

						VENKMAN
			I don't think so.  It's more of that Gozer
			thing.  She says she's the Gatekeeper.  Does
			that make any sense to you?

						SPENGLER
			Some.  I just met the Keymaster.  He's here
			with me now.
				(there's a long silence
				on the other end)
			Venkman?  Are you there?

						VENKMAN
			Yeah, yeah.  I was just thinking.  It
			probably wouldn't be a good idea for them
			to get together at this point.

						SPENGLER
			I agree.

						VENKMAN
			You have to keep him there.  Do whatever you
			have to, but don't let him leave,  He could
			be very dangerous.

SPENGLER

He looks nervously at Louis.

LOUIS

He pours some instant coffee crystals into his mouth and chews them up,
then he drinks a beaker of boiling water that's been heating over a Bunsen
Burner.

						SPENGLER
				(into the phone)
			All right.  I'll try.

						VENKMAN
			I'll spend the night here and get back first
			thing in the morning.

						SPENGLER
			All right, Peter.  Good night.

They hang up.

JANINE

She crosses to Spengler.

						JANINE
				(worried)
			Egon, there's something very strange about
			that man.
				(she indicates Louis)
			I'm very psychic usually and right now I
			have this terrible feeling that something
			awful is going to happen to you.  I'm afraid
			you're going to die.

						SPENGLER
			Die in what sense?

						JANINE
			In the physical sense.

						SPENGLER
			I don't care.  I see us as tiny parts of a
			vast organism, like two bacteria living on
			a rotting speck of dust floating in an
			infinite void.

						JANINE
			That's so romantic.

She hugs him, Spengler responds awkwardly, not sure where to put his
hands.

						SPENGLER
				(nervous)
			You have nice clavicles.
				(he gulps)
			I wonder where Stantz is.  I think we're
			going to need him.

INT. FORT DETMERRING -- SINGLE OFFICERS' QUARTERS -- NIGHT

Stantz is in a painstakingly restored period room with a four poster bed,
writing table and wardrobe hung with uniforms.  His own jumpsuit and
backpack lie in a heap beside the bed.  He fingers an officer's uniform
then tries it on. He steps to a full-length mirror and models it, striking
a few heroic poses. He shrugs, sits on the bed, bouncing the mattress and
squeezing it.  He then lies down full length and tests it, hands behind
his head.

STANTZ

He yawns.  His eyes droop, blink and finally close.  His head lolls
sideways, his mouth drops open slightly and he drops off to sleep,
exhausted.

INT. WARDROBE -- NIGHT

A uniform sleeve moves slightly. A sabre in its sheath begins to tap
lightly against the open doorsash.  A phosphorescent light streaks out in
between gaps in the clothing, casting patterns over the room.

STANTZ' PACK AND WANDS

A panel light winks on.  The needle on his PKE meter jumps into the red.

STANTZ

He rolls over.  From inside the wardrobe a shimmering pink mist rises up
and begins to take form on the ceiling.

MIST

The vaguest remnants of a human form take shape.  It hovers and shifts as
if appraising Stantz,

STANTZ

He tosses and rolls onto his back, still deeply asleep.

BED CANOPY

The mist slithers in through the curtains and takes a position above him.
It begins to descend slowly.

STANTZ

The mist widens and elongates and sprawls in suspension over his body. He
wakes. The apparition is inches above his face.  He gasps but can't move,
totally transfixed with fear.

STANTZ' POV

He is face-to-face with a lost soul.  It is a beautiful feminine face. It
presses in closer. He sucks in his breath.  Is he being smothered?  The
gaunt figure then slides slowly away from his face and down to a spot
below his waist.

STANTZ

He props himself up on his elbows and looks down.  Suddenly the apparition
vanishes.  Then his belt comes undone as if pulled by an invisible hand
and his zipper slowly opens.

CLOSE-UP -- STANTZ' FACE

His look changes from fear to confusion to pleasure.  He closes his eyes
and submits.

INT. BARRACKS CORRIDOR -- NIGHT

Winston is smoking a cigarette, ambling down the barracks corridor.  He
hears voices and walks to the door of the barracks.

						WINSTON
			Stantz?  You okay in there?

						STANTZ
				(from inside)
			LATER, MAN!!

Winston shrugs and slinks out.

EXT. FIREHALL -- MORNING

Two cars pull up out front, a New York City Police car and a lime green
K-car with U.S. Government plates.  They are followed by a Con Edison
utilities van and a County Sheriff's car. Peck gets out of the government
car.  Two COPS step out and flank him.   A POLICE CAPTAIN joins them and
they all enter the firehall.

INT. FIREHALL -- RECEPTION AREA

Janine is at her desk when the law enters and walks right past her.

						PECK
				(heading for the basement)
			This way, Captain.

						JANINE
				(rushes over to block
				their way)
			I beg your pardon!  Just where do you think
			you're going?

						PECK
			Step aside, Miss, or I'll have you arrested
			for interfering with a police officer.

						JANINE
				(not moving)
			Who do you think you're talking to, Mister?
			Do I look like a child?  You can't come in
			here without some kind of warrant or writ or
			something.

Peck hands her the court orders.

						PECK
				(naming them)
			Cease and desist all commerce order, seizure
			of premises and chattels, ban on the use of
			public utilities for non-licensed waste
			handlers and a Federal Entry and Inspection
			Order.

						JANINE
				(steps aside)
			This is just like Poland.

Peck brushes past her and leads his cohorts toward the basement.

INT. BASEMENT -- LATER

Spengler is arguing with Peck.  Louis is sitting quietly in the corner,
watching the argument with interest.

						PECK
				(high-handed)
			I want to see what's in there.  Now either
			you shut off those "beams" or we'll shut
			them off for you.

						SPENGLER
				(calmly)
			You can see what's inside through the
			monitor if you wish.

He switches it on.

						PECK
				(ignores it)
			I'm not interested in TV right now.

EXT. FIREHALL

Venkman arrives in a taxi, sees the police cars parked outside and dashes
in.

INT. BASEMENT

The argument is still going on when Venkman enters and asserts himself.

						VENKMAN
				(to Policemen)
			At ease, Officers.  I'm Peter Venkman.  I
			think there's been some kind of
			misunderstanding here and I want to cooperate
			in every way I can.

						PECK
				(turns on him immediately)
			Forget it, Venkman.  You had your chance to
			cooperate but you thought it was more fun to
			insult me.  Now it's my turn, smart-ass.

						SPENGLER
				(excited)
			He wants to shut down the storage grid.

						VENKMAN
			If you turn that thing off we won't be
			responsible for the consequences.

						PECK
			On the contrary!  You will be held
			completely responsible.
				(to the Con-Ed Man)
			Turn it off.

The CON-ED MAN steps to the control panel and looks at the switches,
meters and chasing lights.

						VENKMAN
				(to the Con-Ed Man)
			Don't do it!  I'm warning you.

THE CON-ED MAN

He looks nervously at the Police Captain.

						CON-ED MAN
			I've never seen anything like this before.
			I don't know ...

						PECK
				(enraged)
			Just do it, fella.  Nobody asked for your
			opinion.

The Con-Ed Man reaches for a switch but Venkman grabs him from behind.

						VENKMAN
				(to the Con-Ed Man)
			Don't be a jerk!

The Cops grab Venkman and drag him off the Con-Ed Man.

						PECK
			If he tries that again, shoot him.

The Captain looks at Peck with contempt.

						CAPTAIN
				(to Peck)
			You do your job, pencil-neck.  Don't tell
			us how to do ours.

						VENKMAN
			Thank you, Officer.

						PECK
				(to Con-Ed Man)
			Now turn it off.

The Cops slacken their hold on Venkman. He looks at Spengler, worried.

SPENGLER

He mimes an explosion with his hands.

VENKMAN

He nods and backs towards the door.  Spengler gets the same thought.

LOUIS

He sees Spengler backing away and starts to do the same.

CONTROL PANEL

The Con-Ed Man turns all the switches to the OFF position.  The panel
lights go out.

POWER METER

The needle indicator drops to zero.

PECK

He feels the floor start to shake.

VENKMAN, SPENGLER AND LOUIS

They run like crazy for the stairs. Spengler grabs Janine on the way out.

THE STORAGE FACILITY

A strange light starts to leak through the cracks between the concrete
blocks.  Suddenly one of the blocks is blown across the room.

EXT. THE FIREHALL

Everyone comes running out as the storage facility explodes.  A powerful
geyser of irridescent energy shoots out the top of the building like a
phenomenal Roman Candle reaching a hundred feet in the air.

INT. DANA'S BEDROOM -- THAT INSTANT

As the explosion rumbles in the distance, Dana's eyes pop open as if cued
by the blast.

EXT. FIREHALL -- SAME TIME

Venkman, Spengler and the others are dodging and ducking a shower of
debris.

LOUIS

He stands there oblivious to the danger, looking up at the glowing geyser
of energy.  Janine is beside him.

						LOUIS
			It is time.  This is the sign.

						JANINE
			It's a sign, all right ... "Going Out Of
			Business."

Louis walks off down the street as if in the grip of some powerful psychic
compulsion.  The others are too busy to notice his departure.

EXT. LOWER MANHATTAN

A wide shot of the island shows the glistening geyser spurting high into
the air.  The irridescent cloud, generated by the geyser starts moving
across Manhattan toward Dana's building. Sirens are screaming all over
town as police cars, fire trucks and emergency vehicles race to the scene.

EXT. FIREHALL -- LATER

Firetrucks, police cars, Con-Ed trucks and a general mob are assembled,
watching the roof of the building which is spurting a translucent blue
substance. It looks like a massive natural gas flame. Bits of ecto
material rain down on the on-lookers.

SPENGLER

Flanked by police, he tries to answer questions from fire department
officials and a hazardous chemical EXPERT in a bulky decontamination suit.

						GUY IN SUIT
			... does it contain TCE, PCB or tailings
			from styrene esters or any polyfluoric
			groups...?

						FIRE CAPTAIN
			What are the pink particles?  What will
			happen if we use water?

Spengler just shakes his head.

						SPENGLER
			No ... no water.  There's nothing you can do.

						FIRE CAPTAIN
			Did you have any kind of solvents or any
			concentrated sulphurs of any kind?

Ecto One pulls up. Winston and Stantz jump out. Stantz finds Venkman and
Spengler.

						STANTZ
			What happened??!!!?

						SPENGLER
			The storage facility blew.  This one ...
				(indicates Peck)
			... shut off the protection grid.

VENKMAN

Suddenly remembers another problem.

						VENKMAN
				(to Spengler)
			Where's the Keymaster?

						SPENGLER
				(looks for Louis)
			Oh, shit!

						STANTZ
				(at a loss)
			Who's the Keymaster?

Spengler looks at Venkman.  They both tear off to find Louis but Peck
intervenes.

						PECK
				(to a Cop)
			Stop them!  I want them arrested, Captain.
			These men have been acting in criminal
			violation of the Environmental Protection
			Act and this explosion was a direct result.

The Police Captain restrains Venkman from leaving.

						VENKMAN
				(shouts at Peck)
			You turned off the power!
				(to Captain)
			Look, there was another man here ... You
			have to find him and bring him back.  A
			short determined-looking guy with the eyes
			of a happy zombie.

						PECK
				(to the Cop)
			See!  They are using drugs.

Spengler turns on Peck with uncharacteristic fury.

						SPENGLER
			If you don't shut up I'm going to rip out
			your septum.

Peck backs off.

						POLICE CAPTAIN
				(exasperated)
			I don't know what's going on here but I'm
			going to have to arrest you all.  You can
			discuss it with the judge.  I'm going to
			read you your rights now, so please listen
			carefully ...

EXT. THE BOWERY

Louis walks briskly and purposefully uptown, gazing at the symmetrical
lights in the sky.

SUBWAY ENTRANCE

As Louis walks by, a huge crowd of people descends the stairs into the
subway.  The last of them disappears around the corner.  Then echoing
screams are heard and the whole crowd comes charging back up the stairs
pursued by a strange apparition.

INT. DANA'S APARTMENT

She is standing at the open bedroom window gazing down into the streets
below.

EXT. SEDGEWICK HOTEL -- SAME TIME

A Sabrett HOT DOG VENDOR is dispensing pretzels and hot dogs from his
pushcart.

THE VENDOR

He opens the top of the bin and reaches in to get a bun.  He feels around
inside, knowing the cart should be loaded with food.  Then he peers inside
and yanks his arm out with a shout.  He falls back in fear.

THE CART

The gluttonous Onion-Headed Vapor rises out of the pushcart stuffed with
hot dogs, buns and pretzels.  It belches loudly at the gaping spectators,
then flits down the street with the pushcart following under its own
power.

EXT. EXXON BUILDING -- SAME TIME

A well-dressed BUSINESSMAN comes rushing out and jumps into a cab parked
at the curb.

INT.. THE BACK SEAT

The Businessman leans close to the safety partition and shouts his
destination.

						BUSINESSMAN
			Gulf and Western Building!  And I'm in a
			hurry so let's not dawdle.

THE FRONT SEAT

Through the windshield we see that the driver is a badly decomposed corpse
in a leather jacket and snap-brim cap.

THE PASSENGER

Through the partition he sees a skeletal hand reach out and start the
meter.

EXT. THE STREET

The cab peels away from the curb at tremendous speed and turns the wrong
way up a one-way street.

INT. AN OFFICE - SAME TIME

It's the accounts department of a major corporation.  Young men and women
are working at typewriters and computer terminals in the sterile, modern
office.

A PROGRAMMER

She bends over at the file cabinets and something gooses her.  She looks
around, miffed, but sees no one.  She goes back to her desk.  Her skirt
hikes up suddenly.  She yanks it back down. Then she feels a strange, not
unpleasant tickling under her. She squirms. Her skirt goes up again. The
tickling gets unbearable, forcing her to stand. She walks briskly between
the rows of desks, trying to get to the ladies room, fighting to keep her
skirt down.  Her co-workers begin to notice and laugh.

A TYPIST

She stands up to look and her blouse pops open.

THE OFFICE

All the women begin to scream and squirm as the invisible molester runs
wild in the office.

EXT. CENTRAL PARK -- SAME TIME

Louis enters a long dark pedestrian tunnel.

INSIDE THE TUNNEL

A gang of MUGGERS is smoking something in a weird pipelike device. One of
them sees the approaching silhouette of Louis and hisses to his cohorts.
The others all look and slowly begin to fan out across the width of the
tunnel.

LOUIS

He is staring straight ahead and entirely focused on his destination as
the muggers approach and confront him.  He stops.  They are deliberately
blocking his path.

						MUGGER
				(to Louis)
			Okay ... give me.

Louis blinks stupidly.

						LOUIS
			Are you the Gatekeeper?

						MUGGER
			Come on.  You want me to stick you?  Come
			on.

						VINZ
			I am Vinz Clortho.  I am the Keymaster.  Do
			you bar my way?

						MUGGER #2
			Are you crazy, man?  You don't give, Jino's
			gonna rip you, man.  Nobody gets by Jino.

						LOUIS
				(repeats)
			Do you bar my way?

						MUGGER
			Yeah.  We bar your way.

LOUIS

His eyes widen, he inhales deeply, then opens his mouth and roars.
Irridescent lights pour out of his mouth.

THE MUGGERS

They scream and run, horrified and disgusted by Louis' unearthly display.

EXT. STREET

The cab driven by the corpse weaves through traffic at breakneck speed.
Cars are forced up on the curb. Pedestrians run for safety.

INT. THE BACK SEAT

The Businessman is reading the Wall Street Journal, oblivious to the whole
situation.

EXT. ST. MARKS PLAYHOUSE -- DAY

A worn, graffiti-spattered $1.99 triple bill movie house in the New Wave
district near Second Avenue.  The bill reads:

			ALL NIGHT ALL DAY HORROR SHOW IN 3-D

INT. THEATER

The house is packed with hooting, jeering, beer-drinking potsmoking
downtowners, all wearing cardboard 3-D glasses. They are wildly razzing
and throwing things at the screen on which is running a bad sixties
British horror indie pic.  The film breaks. The sound crackles off and the
lights come on. There is a storm of protest and abuse hurled at the
projectionist.  Then from all around them there starts a thin whistling
whine.  It builds above the shouts and jeers in the theater until everyone
stops to hear what it is. It is like no other sound ever heard -- a
piercing, all-permeating shrill whistle like the fan blades of some
massive unseen turbine beginning to rotate.

The lights in the theater flicker. The musty ancient curtains on either
side of the screen are picked up in an unseen wind which lifts them,
spreading dust and ripped old fabric about the house.  There are shouts
and sounds and noises from deep beyond the recesses of the backstage.  The
curtains are now flying in a serious wind.  All the lights in the theater
go out except that from the projection booth.  From a point in the center
of the screen, a searing bolt of phosphorescent light rips back along the
projection beam into the booth.  The beam evolves into an etheric strand
of unified glistening particles.  The wind dies down.  People in the house
are hushed.  They gaze transfixed as a procession of phantasms emerge in
single file through the illuminated screen.  As if suspended on a
clothesline, they weave and bounce along the length of the pulsating beam,
and pass through the hole in the projection booth.  The apparition is
gone. All is quiet.  Then the audience bursts into wildly enthusiastic
applause.

INT. NYPD LOCK-UP

Winston is staring out through the bars talking to himself.

						WINSTON
				(depressed)
			We're gonna get five years for this.  Plus
			they're gonna make us retrap all those
			spooks.  I knew I shouldn't have taken this
			job.

He bangs on the bars and crosses to Venkman, Stantz and Spengler who are
huddled together looking at blueprints of Dana's building.

						STANTZ
				(intense)
			Look at the structure of the roof cap.  It
			looks exactly like the kind of telemetry
			tracker NASA uses to identify dead pulsars
			in other galaxies.

						SPENGLER
			And look at this, Peter
				(indicates another diagram)
			Cold-riveted girders with selenium cores.

Venkman leans in to look but suddenly notices that they have an audience.

THE CELL

The Ghostbusters are surrounded by a motley assortment of BUMS, PUNKS,
HOODS and a particularly mean-looking gang of BIKERS, all listening
intently to their discussion.

						VENKMAN
				(to their cellmates)
			Everybody with us so far?

The other prisoners mutter and scratch their heads, then drift off.

						STANTZ
				(back to his point)
			The ironwork extends down through fifty feet
			of bedrock and touches the water table!

He looks at Venkman who doesn't see the significance.

						VENKMAN
				(shrugs)
			I guess they don't build them like they used
			to, huh?

						STANTZ
			No!  Nobody ever built them like this!  The
			architect was either an authentic whacko or
			a certified genius.  The whole building is
			like a huge antenna for pulling in and
			concentrating psychokinetic energy.

						VENKMAN
			Who was the architect?

						STANTZ
			He's listed on the blueprints as I. Shandor.

						SPENGLER
				(exclaims)
			Of course!
				(the others turn and look
				at him)
			Ivo Shandor,  I saw his name in Tobin's
			SPIRIT GUIDE.  He started a secret society
			in 1920.

						VENKMAN
				(putting it all together)
			Let me guess -- Gozer Worshippers.

						SPENGLER
			Yes.  After the First World War Shandor
			decided that society was too sick to
			survive.  And he wasn't alone.  He had close
			to a thousand followers when he died.  They
			conducted rituals, bizarre rituals, intended
			to bring about the end of the world.

						VENKMAN
				(now very worried about
				Dana)
			She said he was "the Destructor."

						SPENGLER
			Who?

						VENKMAN
			Gozer.

						SPENGLER
				(confused)
			You talked to Gozer?

						VENKMAN
			Get a grip on yourself, Egon.  I talked to
			Dana Barrett and she referred to Gozer as
			the Destructor.

						STANTZ
				(proud)
			See?  I told you something big was about to
			happen.

Winston has heard enough.

						WINSTON
			This is insane!  You actually believe that
			some moldy Babylonian God is going to drop
			in at 78th and Central Park West and start
			tearing up the city?

						SPENGLER
				(corrects him)
			Sumarian -- not Babylonian,

Winston just shakes his head. Then a uniformed GUARD appears with a
high-ranking POLICE OFFICIAL and unlocks the cell door.

						POLICE OFFICIAL
			Are you the Ghostbusters?

						VENKMAN
			What about it?

						POLICE OFFICIAL
			The  mayor wants to see you -- right away.
			The whole island is going crazy.  Let's go.

They exit.

EXT. CITY HALL

The official cars arrive and the Ghostbusters are hustled past a mob of
reporters, all shouting questions at once.

						REPORTERS
				(as babble)
			Are you under arrest?  Did you have a bomb
			factory in the basement?  What are you going
			to do about all these ghosts?

INT. MAYOR'S OFFICE

Secretaries and aides scurry about in a chaos of telephones and waiting
city officials.  As the Ghostbusters are led through the outer offices,
everyone stops what they're doing to stare at them.

INT. OFFICE OF THE MAYOR OF NEW YORK CITY

The Ghostbusters enter and see a very concerned group of leaders arguing
like crazy. The Police and Fire Commissioners, State and City Police
Commandants, the Archbishop of the New York Diocese, the Regional Director
of the Environmental Protection Agency, the Governor of the State of New
York, and various other high-ranking officials.

						THE AIDE
				(entering with the
				Ghostbusters)
			The Ghostbusters are here, Mr. Mayor.

At once, the group turns and instantly regains perfect decorum.

THE MAYOR

He is a likeable Democrat and a man of the people -- particularly the
Irish, Italian and Jewish people.

						MAYOR
				(looking them over)
			Okay, the Ghostbusters.  And who's Peck?

Peck shoulders his way forward.

						PECK
				(adrenalin pumping)
			I'm Walter Peck, sir.  And I'm prepared to
			make a full report.
				(holds up dossier)
			These men are complete snowball artists.
			They use nerve and sense gases to induce
			hallucinations.  The people think they're
			seeing ghosts and call these bozos, who
			conveniently show up to get rid of the
			problem with a fake electronic light show.

						MAYOR
				(to Venkman)
			You using nerve gas?

						VENKMAN
			The man is a psychopath, Your Honor.

						PECK
			Probably a mixture of gases, no doubt stolen
			from the Army ...

						STANTZ
			Bullshit!!!

						PECK
			... improperly stored and touched off with
			those high-voltage laser beams they use in
			their light show.  They caused an explosion.

The Mayor looks for help from the assembled leaders,

						FIRE COMMISSIONER
			All I know is, that wasn't a light show we
			saw this morning.  I've seen every form of
			combustion known to man, but this beats me.

						POLICE COMMISSIONER
			And nobody's using nerve gas on all the
			people that have seen those ... things ...
			all over the city.  The walls were bleeding
			at the 53rd Precinct.  How do you explain
			that?

He looks to the Archbishop.  Everybody focuses on the ornately attired
Prelate.

						ARCHBISHOP
			Officially, the Church will not take a
			position on the religious implications of
			these ... phenomena.  However, since they
			started, people have been lining up at every
			church in the city to confess and take
			communion.  We've had to put on extra
			priests.  Personally, I think it's a sign
			from God but don't quote me on that.

						MAYOR
				(shaking his head)
			I can't call a press conference and tell
			everyone to start praying.

WINSTON

He steps forward.

						WINSTON
			I'm Winston Zeddemore, Your Honor.  I've
			only been with the company for a couple of
			weeks, but I gotta tell you -- these things
			are real.  Since I joined these men I have
			seen shit that would turn you white.

THE MAYOR

He rubs his eyes wearily.

						MAYOR
				(to Venkman)
			So what do I do now?

VENKMAN

He seizes the moment.

						VENKMAN
			Mr. Mayor, it's a pretty simple choice.
			You can believe Mr. Pecker here ...

						PECK
				(snaps)
			That's "Peck!"

						VENKMAN
				(ignores him)
			... or you can accept the fact that this
			city is heading for a disaster of really
			Biblical proportions.

						MAYOR
			What do you mean "Biblical?"

						VENKMAN
			Old Testament, Mr. Mayor.  "Wrath of
			God"-type stuff.  The seas could boil, fire
			and brimstone falling from the sky ...

						STANTZ
				(chimes in)
			... forty years of darkness, earthquakes,
			mass hysteria, human sacrifice ...

						MAYOR
			Enough!  I get the point.
				(really torn)
			But what if you're wrong?

						VENKMAN
			If I'm wrong then nothing happens and you
			toss us in the can.  But if I'm right, and
			if we can stop this thing ... well, let's
			just say that you could save the lives of a
			lot of registered voters.

The Mayor starts nodding affirmatively, clearly convinced by Venkman's
rational assessment.

						PECK
				(furious)
			I don't believe you're seriously considering
			listening to these men!

The Mayor takes a long look at Peck.

						MAYOR
			Get him out of here.
				(Peck looks stricken)
			We've got work to do.  What do you need
			from me?

EXT. DANA'S APARTMENT BUILDING - SAME TIME

Louis arrives in front of the building and looks up, Strange lights are
beginning to flash from the windows,  He enters the building and a moment
later a huge tremor shakes the structure.

INT. DANA'S FLOOR

The elevator doors open and Louis gets out. A crowd of tenants rushes onto
the elevator clutching their most prized possessions. He gets through the
panicked tenants and walks down the hall.

MRS. BLUM, a neighbor, comes out of her apartment carrying an armload of
small appliances.

						MRS. BLUM
			Louis!  What are you doing standing there
			... get out of the building ... don't you
			know it's an earthquake or something?

						LOUIS
			The Traveller is coming.

						MRS. BLUM
			Don't be crazy.  Nobody is going to come and
			visit you with all this commotion going on.

She rushes off leaving Louis alone in the hall.  He goes to Dana's door
and mechanically knocks three times.  His knocking echoes thunderously
throughout the building.

THE DOOR

It opens and Louis sees Dana standing there.  A tremendous thunderclap
rattles the building.

						LOUIS
				(his eyes light up)
			Are you the Gatekeeper?

						DANA
				(nods)
			I am Zuul.

Hearing that, Louis grabs Dana with a passion that's been building in his
unconscious for 8000 years.  He kisses her with savage lust and pulls her
to the floor out of frame as an explosive force blows through the
apartment.

INT. CITY HALL CORRIDOR

Venkman, Stantz and the Mayor walk briskly toward the vehicle dock at the
back of the building.  Aides scurry along behind  them, awaiting
instructions.

						MAYOR
			I don't understand it,  Why here?   Why now?

						VENKMAN
			What goes around, comes around, Mr. Mayor.
			The big Lazy Susan of Karma just keeps
			turning and sometimes we get the short end
			of the stick.

						STANTZ
			This may be Nature's way of telling us to
			slow down.  You have to admit it's kind of
			humbling, isn't it?

						MAYOR
				(shouts after them)
			We're humble already!  Hasn't this city
			suffered enough?

They come out onto the loading dock.

EXT. LOADING DOCK

The Ectomobile is parked there.  Winston and Spengler are charging all the
packs off the building current.  There's a lot of police activity around
them as orders are dispatched.

A POLICE CAPTAIN reports to Venkman.

						CAPTAIN
			We've cleared the whole building and
			cordonned off the street.  I'm massing our
			own special tactics squad and the National
			Guard is on standby.

						AIDE
			I better alert the Red Cross, too.

SPENGLER

He looks up and sees Janine standing on the dock. She crosses to him.

						JANINE
				(a little teary)
			I want you to have this.
				(she hands him a coin)

						SPENGLER
			What is it?

						JANINE
			It's a souvenir from the 1964 World's Fair
			at Flushing Meadow.  It's my lucky coin.

						SPENGLER
			I don't believe in luck.

						JANINE
			Keep it anyway.  I have another one at home.

						SPENGLER
			Thank you.

They hug.

THE ECTOMOBILE

Stantz, Venkman and Winston get in. Spengler rushes over and joins them.

INT. ECTOMOBILE

Venkman turns around and looks at his friends.

						VENKMAN
			Okay.  Just remember, whatever happens out
			there, we are total professionals.  Not
			only are we the best Ghostbusters around,
			we're the only Ghostbusters around.  It's
			up to us.

They all shake hands.  Then Venkman sticks his hand out the window and
signals like a cavalry officer.

						VENKMAN (CONT'D)
				(shouts)
			Move 'em out!

EXT. REAR OF CITY HALL

A pair of police motorcycles comes roaring up the driveway followed by the
Ectomobile and two police cruisers.  The motorcade turns up the street and
heads uptown at high speed. They pass a column of National Guard trucks.

EXT. DANA'S APARTMENT BUILDING

The street has been blocked off with police barricades but a huge crowd
has gathered nonetheless to watch the strange lights and flashes emanating
from the upper floors of the building.

THE CROWD

The news media are out in front filming and taping everything.  A
contingent of Doomsday freaks is gathered with signs proclaiming "REPENT
FOR THE END IS AT HAND!"  A few Catholic priests are kneeling, performing
rites of exorcism.

THE CROWD

A gang of punks is hanging around hoping for a disaster.  A handful of
Hassidic Jews behind them are wailing in earnest.  The police work to
restrain the crowd.

THE STREET

The screaming of sirens turns the attention of the crowd as the motorcade
arrives.  As the Ectomobile rounds the corner a huge cheer goes up from
the crowd.

THE CROWD

The punks cheer. The Hassidic Jews wave their black hats and start dancing
for joy.

THE ECTOMOBILE

It pulls up in front of the building. The doors fly open and the
Ghostbusters all jump out at once.  The crowd roars.

THE PRIESTS

They leap to their feet and give each other "high fives."

VENKMAN

He raises both fists like a victorious boxer.

						VENKMAN
				(shouts to the crowd)
			Ghostbusters!

The crowd thunders its approval.

THE GHOSTBUSTERS

They quickly finish suiting up at the rear of the Ectomobile.

						VENKMAN
				(keyed up)
			Are we all together on this now?

						WINSTON
				(in earnest)
			I think we should get on a plane right now
			and go to Australia or Indonesia until this
			blows over.

						VENKMAN
			I'm going to make a note of your suggestion
			and possibly bring it up later if this thing
			really gets out of hand.  Now let's move.

They start heading for the lobby entrance to the building,

						VOICE IN CROWD (MAN)
			Get 'em!

						VOICE IN CROWD (GIRL)
			All right, Ghostbusters!

The crowd applauds as the Ghostbusters approach the entrance.

THE GHOSTBUSTERS

They stop in front of the building and look up at the roof.

THEIR POV

A blinding flash of light shoots from the rooftop temple.

THE BUILDING ENTRANCE

The whole building seems to groan as if under enormous pressure. Then
suddenly the concrete facade cracks open and the pavement in front of the
building collapses dropping the Ghostbusters and a police car into the
enormous sinkhole.  The crowd gasps.

THE SINKHOLE

There is a tense moment of silence, then the Ghostbusters pop up and climb
out of the pit.

						VENKMAN
			I've heard of underground parking but this
			is ridiculous.

They flash the "okay" sign to the crowd and enter the building.

EXT. THE ROOFTOP -- SAME TIME

Dana and Louis emerge from the stairwell, approach the Temple and mount
the pedestals once occupied by the Terror Dogs.

THE TEMPLE

The walls begin to vibrate in response.

EXT. THE STREET BELOW

Blinding beams of light flash from all the windows.

INT. STAIRWELL

The Ghostbusters trudge up thirty-five flights of stairs.

INT. THIRTY-FIFTH FLOOR HALLWAY

The stairwell door opens and the Ghostbusters stagger into the hallway,
completely exhausted.

						VENKMAN
				(gasping and spitting)
			I'm glad we took the stairs.

INT. DANA'S DOOR

The Ghostbusters arrive. The door frame is charred and blackened by soot.
Venkman rings the doorbell.  DING-DONG.

						VENKMAN
			Dana?

						WINSTON
			Maybe we should go downstairs and call first?

Venkman knocks on the door and the door simply falls off its hinges and
crashes to the floor.  The Ghostbusters gape at the damage to the
apartment.

INT. DANA'S APARTMENT

The exterior building wall is completely gone providing an unobstructed
view of the Hudson and New Jersey.  All the furniture is overturned and
the other walls are cracked.  A powerful wind blows through the apartment
fluttering the shredded curtains.

						WINSTON
				(ready to leave)
			Well, she's not here.  Let's go.

						VENKMAN
			No!  The kitchen!

INT. THE KITCHEN

The team enters and sees that the refrigerator has been blown away
revealing a hole in the wall and the entrance to a stone staircase behind
it.

VENKMAN

He looks at the forbidding portal and turns to Stantz.

						VENKMAN
				(slaps his shoulder)
			Go!

Stantz realizes that Venkman expects him to go first. He leads the charge
up the stairs.

EXT. THE ROOF

Dana and Louis stare at the Temple, then begin a miraculous and horrible
transformation into the hideous forms of the Terror Dogs.

THE TEMPLE

The solid stone walls rumble ominously and start to separate.

THE GHOSTBUSTERS

They come running out onto the roof and gape at the scene.

THE TEMPLE

The walls open completely revealing the secret architecture of the Temple:
A stone staircase leading to a set of monumental doors, and beyond them a
massive pyramid that appears to be suspended in mid-air with no visible
means of support.

LOUIS AND DANA

They complete their transformation into the Terror Dogs, which now turn
and snarl menacingly at the Ghostbusters.

THE GHOSTBUSTERS

They can't believe their eyes.

						VENKMAN
				(aghast)
			Shit!  I've been out with some real dogs,
			but this is ridiculous!

The heavy rumbling of moving stone draws their attention back to the
temple.

THE TEMPLE

The Terror Dogs have now taken ritual positions on the staircase. The
heavy stone gates begin to open and a bright white light starts to emerge.
As the light descends the stairs a human form slowly materializes.

THE FORM

It is a thin, hollow-cheeked, distinguished looking man in his early
sixties. His eyes are burning red pin-holes, He looks around at the
spectacular rooftop view, then acknowledges the two Terror Dogs and starts
stroking them like house pets.

THE GHOSTBUSTERS

They stare at the apparition,

						SPENGLER
				(recognizes him)
			It's Shandor - the architect!

						WINSTON
			I thought he died!

						VENKMAN
			It doesn't seem to have slowed him down any.

						STANTZ
			I don't think it's Shandor.

He gets to his feet and speaks sharply to Gozer.

						STANTZ (CONT'D)
			Gozer the Gozerian?

GOZER

He looks up and seems to notice the Ghostbusters for the first time.

STANTZ

He 'busts' Gozer.

						STANTZ
				(forceful)
			As a duly-constituted representative of the
			City of New York, and on behalf of the
			County and State of New York, the United
			States of America, the Planet Earth and all
			its inhabitants, I hereby order you to cease
			and desist any and all supernatural activity
			and return at once to your place of origin
			or next parallel dimension.

						VENKMAN
				(to Stantz)
			Well, that ought to do it.

GOZER

He stands up to his full height and regards Stantz curiously.

						GOZER
			Are you a god?

						STANTZ
				(compulsively honest)
			No.

						GOZER
			Then die!

He raises his arms and blows away the Ghostbusters with searing bolts of
energy.

THE GHOSTBUSTERS

Momentarily stunned, they tumble all the way down the stairs and almost
fall off the edge of the roof.

						WINSTON
				(to Stantz)
			You should've said "yes!"  He might have
			been willing to negotiate.

Venkman gets to his feet first, really mad now.

						VENKMAN
				(setting his wands)
			Okay.  That's it!  I'm gonna turn this guy
			into toast.

The Ghostbusters leap into action.  One by one they activate their Proton
packs and take up positions for an entrapment.

GOZER

He braces for the onslaught.

VENKMAN

He shoots a particle stream at Gozer.

GOZER

He leaps out of the way with superhuman agility and executes a perfect
double-flip with a half-twisting round-off at the end.

VENKMAN

He can't believe his eyes.

						VENKMAN
			Agile bastard, isn't he?

						STANTZ
			Forget the trapping!  Just blast him!

The others adjust their units and they all blaze away at Gozer.

GOZER

He stands there calmly and absorbs the force of the streams.  There is a
brilliant pink flash and Gozer disappears.

THE GHOSTBUSTERS

They stare for a long moment, finding it hard to believe that they won.
Then Winston lets out a triumphant whoop.

SPENGLER

He scans the temple with his PKE meter, not at all convinced the danger
has passed.

STANTZ

He bounds up the stairs.

						STANTZ
				(jubilant)
			We neutronized him!  The guy's a molecular
			nonentity.

VENKMAN AND SPENGLER

He wants to believe it but sees the doubt on Spengler's face.

						SPENGLER
				(reading the meter)
			Not necessarily.

There is a deep seismic rumble and the entire building begins to vibrate.
The Ghostbusters look around nervously as the entire building starts to
sway.

EXT. THE EAVES

Cement carvings and moldings around the edge of the roof crack and break
off.

EXT. THE STREET

The crowd screams and runs as cement debris rains down the side of the
building and crashes on the sidewalk.

THE GHOSTBUSTERS

They look up at the sky waiting for the big blow.  An incredibly loud
thunderclap rocks the rooftop.

THE SKY

A bolt of lightning crackles from the swirling dark cloud and strikes the
rooftop.

The Ghostbusters stand there facing their new God like Moses on Mount
Sinai.  And then Gozer speaks to them in a voice that can be heard
throughout Metropolitan New York and parts of New Jersey.

						GOZER
			SUBCREATURES!  GOZER THE GOZERIAN, GOZER
			THE DESTRUCTOR, VOLGUUS ZILDROHAR, THE
			TRAVELLER HAS COME.  CHOOSE AND PERISH.

						VENKMAN
				(shouting to be heard)
			Is he talking to us?

						WINSTON
			What's he talking about?  Choose what?

						STANTZ
				(to the heavens)
			What do you mean "choose?"  We don't
			understand.

						GOZER
			CHOOSE!!

						SPENGLER
			I think he's saying that since we're about
			to be sacrificed anyway, we get to choose
			the form we want him to take.

						STANTZ
			You mean if I stand here and concentrate on
			the image of Roberto Clemente, Gozer will
			appear as Roberto Clemente and wipe us out?

						SPENGLER
			That appears to be the case.

						VENKMAN
				(quickly)
			Don't think of anything yet.  Clear your
			minds.  We only get one crack at this.

						GOZER
			The choice is made.  The Traveller has come.

						VENKMAN
				(in a panic)
			We didn't choose anything!
				(to the others)
			I didn't think of an image, did you?

						SPENGLER
			No.

They look at Winston.

						WINSTON
			My mind's a total void!

They all look at Stantz.

						STANTZ
				(guilty)
			I couldn't help it!  It just popped in
			there!

						VENKMAN
				(desperately)
			What?  What popped in there?

						STANTZ
				(pointing)
			Look!

They all turn and look to the south.

GHOSTBUSTERS POV

Looking south past Columbus Circle, they see part of something big and
white moving between the buildings accompanied by thunderous footsteps of
almost seismic proportions.

VENKMAN

He doesn't know what it is yet, but he knows it's coming.

						VENKMAN
				(desperately)
			What is it?  Ray, what did you think of?

BROADWAY AND 55TH

The massive white shape passes behind some buildings, offering a glimpse
of what appears to be a fat, white arm.

STANTZ

He's about to go into shock.

						STANTZ
				(babbling)
			It can't be!  It can't be!

COLUMBUS CIRCLE

The thundering footsteps continue to plod as the thing starts to emerge
from behind the buildings.  Now we can see part of a blue garment covering
its enormous chest.

STANTZ

He recognizes the monster.

						STANTZ
			It's ... It's ... It's the STAY-PUFT
			MARSHMALLOW MAN.

Winston, Venkman and Spengler gape.

THEIR POV

They look across the roof tops and see a large, square, white, bobbing,
laughing head atop a massive body of similar puffed white squares.  The
being is dressed in a tiny sailor's hat, red bosun's whistle and lanyard
and a little blue vest with a button undone in the middle revealing a
little white belly. It is the cute, quintessential American brand symbol,
looming as large as Godzilla.

						STANTZ (V.O.)
				(desperately apologizing)
			I tried to think of the most harmless thing
			... something that could never destroy us
			... something I loved from my childhood.

THE GHOSTBUSTERS

They watch the Marshmallow Man plodding toward them.

						VENKMAN
			AND YOU CAME UP WITH THAT?

						STANTZ
			The Stay-Puft Marshmallow Man!  He was on
			all the packages we used to buy when I was
			a kid.  We used to roast Stay-Puft
			marshmallows at Camp Waconda!

						VENKMAN
			Great!  The marshmallows are about to get
			their revenge.

THE STAY-PUFT MAN

He plods relentlessly uptown toward the Ghostbusters' rooftop vantage
point.  The ground rumbles as his big, soft feet come down on the
pavement.

THE STREET

People are fleeing in panic as the marshmallow feet pad along kicking over
lampposts and mail boxes.

A CAR

The driver jumps out just before an enormous white marshmallow foot comes
down and flattens his automobile.

THE GHOSTBUSTERS

They stand there helplessly watching the laughing bobbing head of the
Stay-Puft Man as he comes toward them.

						VENKMAN
			What now?

						SPENGLER
				(adjusting his thrower)
			Full-stream with strogon pulse.

Venkman looks at Stantz.  Stantz shrugs.

						VENKMAN
				(decides)
			I guess that's all we've got.

They step to the edge of the roof, moving like warriors now ready to face
the consequences.

EXT. THE STREET

Peck comes running up to the front of the apartment building.  People are
fleeing the oncoming monster.  Peck grabs a COP who is just about to flee
himself.

						PECK
				(in a rage)
			Are the Ghostbusters up there?

						COP
				(desperate to get away)
			Yeah!

						PECK
			I want you to go up on the roof and arrest
			them.  This time they've gone too far.

The Cop looks at Peck like he's insane, then sees the Stay-Puft Man
looming up at the end of the block.

						COP
				(knocking Peck's hands
				away)
			You arrest them, numb nuts!  I'm getting out
			of here.

He runs off.  Peck turns to face the monster.

THE STAY PUFT MAN

The ground shakes with every step as he reaches the building. Then, using
the church next door as a stepping stone, he begins climbing the wall.

THE GHOSTBUSTERS

They look over the edge of the roof as the Marshmallow Man climbs higher
and higher.

						VENKMAN
				(shouts)
			Hit him!

They each fire point blank at the Stay-Puft Man.

THE STAY-PUFT MAN

He bellows with pain and rage as the beams strike him right in the chest
and set his skin on fire.  He begins to burn with a blue flame that
spreads quickly across his torso and down his arms.  The Stay-Puft Man
bellows even louder, flailing its huge arms in response to the searing
flames that are starting to engulf him.

THE GHOSTBUSTERS

They stare at the horrible conflagration.

						WINSTON
			Good.  Now we made him mad.

THE STAY-PUFT MAN

Carbonous, flaming hunks of melting marshmallow are flying from his arms
as he waves them in wild rage.

THE STREET

Peck stands there paralyzed with fear.  A mass of flaming marshmallow
falls and flattens a news stand nearby.  Then a huge glob of sticky
toasted marshmallow comes zipping down from above and lands right on him,
burying him up to his neck in melted sucrose.

THE STAY-PUFT MAN

The flaming monster keeps coming intent on their destruction.  Most of his
chest has melted away revealing horrid musculature and a skeletal rib
cage.

THE GHOSTBUSTERS

They square off and face him for the last time, their weapons poised.

						VENKMAN
				(calmly)
			We're going to be killed by a hundred-foot
			marshmallow.

THE STAY-PUFT MAN

He is almost on them now, fully engulfed in flames, reaching for them,
ready to swat them with his burning fist.

						VENKMAN
				(to the others)
			On the count of three!  One ... Two ...

						SPENGLER
				(he has the best idea of
				his life)
			No!  Them!  Shoot them!
				(he points at the Terror
				Dogs)
			Cross the beams.

THE TERROR DOGS

They stand beside the portal literally petrified.

VENKMAN

He hesitates.

						VENKMAN
				(protesting)
			No!  You said crossing the beams would be
			BAD.  It'll kill her!  And us!

						SPENGLER
			Life is just a state of mind.

						VENKMAN
			But it's my favorite state.

						STANTZ
			Either way we're history.

THE STAY-PUFT MAN

His burning fist is starting to descend on the Ghostbusters.

VENKMAN

He chooses the only way out.

						VENKMAN
				(shouts)
			Now!!

THE GHOSTBUSTERS

They turn and fire at the two petrified Terror Dogs and blow them to
oblivion. The entire front of the temple is obliterated along with the
door.

THE STAY-PUFT MAN

With the destruction of his earthly portal, the flaming monster is
suddenly engulfed in a cyclonic wind that begins to swirl around him like
a fire-storm.  The flames are whipped higher and higher as the tornado
begins to pick up rotational speed. Then the Marshmallow Man seems to
explode from deep inside creating a flaming air burst high above the
rooftops.

THE ROOFTOP

The Ghostbusters are blasted off their feet.

THE SKY

The fireball reaches its maximum explosive force, then a sudden jet of air
pressure occurs like a titanic vacuum cleaner in the sky and sucks the
flaming mass of gasses and ash up through our atmosphere and right out of
our dimension.  The dark clouds disappear with it, leaving a beautiful
clear blue sky over the whole area.

THE TEMPLE

It now looks like an ancient ruin.

THE GHOSTBUSTERS

They are lying at the foot of the stairs. Everything is still.  One by one
they get slowly to their feet and look around to see that the crisis has
passed.

						STANTZ
			Everybody okay?

Venkman looks up at the portal.

THE TERROR DOGS

They are still on the pedestals but charred almost beyond recognition.
Venkman mounts the stairs and gazes sadly at the remains.

THE PEDESTAL

Venkman stands there mourning, then a slight movement under the blackened
skin of the Terror Dog catches his eye.  The movement gets stronger, then
suddenly a human hand pokes through the carbonous coating.

VENKMAN

Hope surges in him and he starts frantically tearing away the black
coating, finally revealing Dana alive and well under the burnt skin of the
Terror Dog.

STANTZ AND SPENGLER

They peel the charred coating off Louis and help him to his feet.

LOUIS

He looks around wondering how he ended up on the roof of a wrecked
high-rise. He looks at his scorched and ripped suit crusted with the
still-smoking gobs of melted marshmallow.

						LOUIS
				(amazed)
			Jeez!  Somebody must have spiked the egg
			salad.

VENKMAN

He helps Dana to her feet.

						VENKMAN
			Are you all right?

She looks around at the incredible scene.

						DANA
				(totally confused)
			Oh, sure.  I'm getting used to this.

						LOUIS
				(seeing Dana for the first
				time)
			I'm innocent!  Honest, Dana.  I never
			touched you.  Not that I remember anyway.

						DANA
				(getting annoyed)
			All right, what happened to me?

						VENKMAN
			Nothing!  We just got rid of that thing in
			your kitchen.

						DANA
			Really!  Is it gone?

						VENKMAN
			Yeah, along with most of your furniture and
			a lot of your personal possessions.  This
			one took some work.

						DANA
				(noting the wrecked temple)
			Thank you.  Next time I want to break a
			lease I'll know who to call.

She hugs him.

						VENKMAN
			This is going to cost you, you know.  Our
			fees are ridiculously high.

						DANA
			Talk to my accountant.
				(she indicates Louis)

						LOUIS
			Oh, great!  I bet we could write off all the
			damage as an Act of God.

THE GHOSTBUSTERS

They look at each other and nod.

						STANTZ
			I'll go along with that.

EXT. STREET - NEAR THE APARTMENT - NIGHT THE TWO BUMS

They hear the cheering down the street as they cautiously inspect a
massive mound of cooling sucrose.

						FIRST BUM
			Well, that definitely looks like marshmallow
			to me.

						SECOND BUM
				(sniffing it)
			Yeah, it's some kind of mallow-type
			substance - that's for sure.

						FIRST BUM
			You have to wonder why anybody would dump a
			marshmallow that size right in the middle of
			the street.

						SECOND BUM
			I wonder if there might not be a very large
			cup of hot chocolate somewhere in the area.

						FIRST BUM
			That would definitely explain it.

EXT. THE STREET   NIGHT

A happy throng of jubilant citizens is gathered outside the lobby entrance
to the apartment building.

THE ENTRANCE

The battered but victorious Ghostbusters emerge from the lobby.  Venkman
and Dana are holding hands.  The crowd roars with unrestrained joy and
gratitude,  Janine runs over and hugs Spengler enthusiastically.  The
Ghostbusters wave and head for the Ectomobile parked at the curb.

THE GHOSTBUSTERS

They get into the Ectomobile and drive off with lights flashing and sirens
screaming as the crowd cheers wildly.

						THE END

Extract Text From Multiple Web Pages

Let’s quickly demonstrate how we might extract the screenplay text for every URL in the DataFrame. To do so, we’re going to create a smaller DataFrame from the Cornell Movie Dialogue Corpus, which consists of the first 10 movies.

sample_urls = urls[:10]
sample_urls
id movie_title script_url
0 m0 10 things i hate about you http://www.dailyscript.com/scripts/10Things.html
1 m1 1492: conquest of paradise http://www.hundland.org/scripts/1492-Conquest...
2 m2 15 minutes http://www.dailyscript.com/scripts/15minutes....
3 m3 2001: a space odyssey http://www.scifiscripts.com/scripts/2001.txt
4 m4 48 hrs. http://www.awesomefilm.com/script/48hours.txt
5 m5 the fifth element http://www.scifiscripts.com/scripts/5thelemen...
6 m6 8mm http://www.dailyscript.com/scripts/eight-mill...
7 m7 a nightmare on elm street 4: the dream master http://www.hundland.org/scripts/A-Nightmare-o...
8 m8 a nightmare on elm street: the dream child http://www.hundland.org/scripts/A-Nightmare-o...
9 m9 the atomic submarine http://leonscripts.tripod.com/scripts/ATOMICS...

We’re going to make a function called scrape_screenplay() that includes our requests.get() and response.text code.

def scrape_screenplay(url):
    response = requests.get(url)
    html_string = response.text
    return html_string

Then we’re going apply it to the “script_url” column of the DataFrame and create a new column for the resulting extracted text.

sample_urls['text'] = sample_urls['script_url'].apply(scrape_screenplay)
sample_urls
id movie_title script_url text
0 m0 10 things i hate about you http://www.dailyscript.com/scripts/10Things.html <html>\r\n<head>\r\n<title>10 Things I Hate Ab...
1 m1 1492: conquest of paradise http://www.hundland.org/scripts/1492-Conquest... <h1>404: Not Found</h1>\n
2 m2 15 minutes http://www.dailyscript.com/scripts/15minutes.... <html>\r\n<head>\r\n<title>15 Minutes script b...
3 m3 2001: a space odyssey http://www.scifiscripts.com/scripts/2001.txt Note from poster to Kubrick newsgroup:\r\n\r\n...
4 m4 48 hrs. http://www.awesomefilm.com/script/48hours.txt \n\t\t\t\t\t"48 HRS."\n\n\t\t\t\t\t by\n\n\t...
5 m5 the fifth element http://www.scifiscripts.com/scripts/5thelemen... \t\t\t\tThe Fifth Element\r\n\r\n\t\t\t\tAn or...
6 m6 8mm http://www.dailyscript.com/scripts/eight-mill... <html>\n\n<head>\n <title>"8MM", by Andrew K...
7 m7 a nightmare on elm street 4: the dream master http://www.hundland.org/scripts/A-Nightmare-o... <h1>404: Not Found</h1>\n
8 m8 a nightmare on elm street: the dream child http://www.hundland.org/scripts/A-Nightmare-o... <h1>404: Not Found</h1>\n
9 m9 the atomic submarine http://leonscripts.tripod.com/scripts/ATOMICS... <html>\r\n\r\n<head>\r\n <title>ATOMIC SUBMA...

The DataFrame above is truncated, so we can’t see the full contents of the “text” column. But if we print out every row in the column, we can see that we successfully extracted text for each URL (though some of these URLs returned 404 errors).

for text in sample_urls['text']:
    print(text)
<html>
<head>
<title>10 Things I Hate About You script by Karen McCullah Lutz, Kirsten Smith & William Shakespeare</title>
<meta name="description" content="10 Things I Hate About You script by Karen McCullah Lutz, Kirsten Smith & William Shakespeare">
<meta name="keywords" content="10 Things I Hate About You script, 10 Things I Hate About You movie script, 10 Things I Hate About You film script, 10 Things I Hate About You screenplay">
<meta http-equiv="content-type" content="text/html; charset=iso-8859-1">
<meta name="robots" content="index,follow">
<meta http-equiv="Content-Language" content="EN">
<meta name="objecttype" content="Document">
<meta name="Subject" content="Movie scripts, Film scripts">
<meta name="rating" content="General">
<meta name="distribution" content="GLOBAL">
<meta name="revisit-after" content="14 days">
<META NAME="AUTHOR" CONTENT="Daily Script">
<META NAME="OPERATOR" CONTENT="The Daily Script">
<META NAME="intsearch" content="dailyscript.com, daily script, the daily script, dailyscripts.com, daily scripts, movie scipts, movie screenplays">



</head>

<pre>
                               TEN THINGS I HATE ABOUT YOU
          
                written by Karen McCullah Lutz & Kirsten Smith
          
              based on 'Taming of the Shrew" by William Shakespeare
          
          Revision November 12, 1997
          
          
          PADUA HIGH SCHOOL - DAY
          
          Welcome to Padua High School,, your typical urban-suburban 
          high school in Portland, Oregon.  Smarties, Skids, Preppies, 
          Granolas. Loners, Lovers, the In and the Out Crowd rub sleep 
          out of their eyes and head for the main building.
          
          PADUA HIGH PARKING LOT - DAY
          
          KAT STRATFORD, eighteen, pretty -- but trying hard not to be 
          -- in a baggy granny dress and glasses, balances a cup of 
          coffee and a backpack as she climbs out of her battered, 
          baby blue '75 Dodge Dart.
          
          A stray SKATEBOARD clips her, causing her to stumble and 
          spill her coffee, as well as the contents of her backpack.
          
          The young RIDER dashes over to help, trembling when he sees 
          who his board has hit.
          
                                 RIDER
                    Hey -- sorry.
          
          Cowering in fear, he attempts to scoop up her scattered 
          belongings.
          
                                 KAT
                    Leave it 
          
          He persists.
          
                                 KAT (continuing)
                    I said, leave it!
          
          She grabs his skateboard and uses it to SHOVE him against a 
          car, skateboard tip to his throat.  He whimpers pitifully 
          and she lets him go.  A path clears for her as she marches 
          through a pack of fearful students and SLAMS open the door, 
          entering school.
          
          INT. GIRLS' ROOM - DAY
          
          BIANCA STRATFORD, a beautiful sophomore, stands facing the 
          mirror, applying lipstick.  Her less extraordinary, but 
          still cute friend, CHASTITY stands next to her.  
          
                                 BIANCA
                    Did you change your hair?
          
                                 CHASTITY 
                    No.
          
                                 BIANCA
                    You might wanna think about it
          
          Leave the girls' room and enter the hallway.
          
          HALLWAY - DAY- CONTINUOUS
          
          Bianca is immediately greeted by an admiring crowd, both 
          boys
          and girls alike.
          
                                 BOY
                           (adoring)
                    Hey, Bianca.
          
                                 GIRL
                    Awesome shoes.
          
          The greetings continue as Chastity remains wordless and 
          unaddressed by her side.  Bianca smiles proudly, 
          acknowledging her fans.
          
          GUIDANCE COUNSELOR'S OFFICE - DAY
          
          CAMERON JAMES, a clean-cut, easy-going senior with an open, 
          farm-boy face, sits facing Miss Perky, an impossibly cheery 
          guidance counselor.
          
                                 MISS PERKY
                    I'm sure you won't find Padua any 
                    different than your old school.  Same 
                    little asswipe mother-fuckers 
                    everywhere.
          
          Her plastic smile never leaves her face.  Cameron fidgets in 
          his chair uncomfortably.
          
                                 MISS PERKY
                           (continuing)
                    Any questions?
          
                                 CAMERON
                    I don't think so, ma'am
          
                                 MISS PERKY
                    Then go forth.  Scoot   I've got 
                    deviants to see.
          
          Cameron rises to leave and makes eye contact with PATRICK 
          VERONA, a sullen-looking bad ass senior who waits outside Ms 
          Perky's door.  His slouch and smirk let us know how cool he 
          is.
          
          Miss Perky looks down at her file and up at Patrick
          
                                 MISS PERKY
                           (continuing)
                    Patrick Verona.  I see we're making our 
                    visits a weekly ritual.
          
          She gives him a withering glance. He answers with a charming 
          smile.
          
                                 PATRICK
                    I missed you.
          
                                 MISS PERKY
                    It says here you exposed yourself to a 
                    group of freshmen girls.
          
                                 PATRICK
                    It was a bratwurst.  I was eating 
                    lunch.
          
                                 MISS PERKY
                    With the teeth of your zipper?
          
          She motions for Patrick to enter her office and Cameron 
          shuffles out the door, bumping into MICHAEL ECKMAN, a lanky, 
          brainy senior who will either end up a politician or game 
          show host.
          
                                 MICHAEL
                    You the new guy?
          
                                 CAMERON
                    So they tell me...
          
                                 MICHAEL
                    C'mon.  I'm supposed to give you the 
                    tour.
          
          They head out of the office
          
                                 MICHAEL
                           (continuing)
                    So -- which Dakota you from?
          
                                 CAMERON
                    North, actually.  How'd you   ?
          
                                 MICHAEL
                    I was kidding. People actually live 
                    there?
          
                                 CAMERON
                    Yeah.  A couple.  We're outnumbered by 
                    the cows, though.
          
                                 MICHAEL
                    How many people were in your old 
                    school?
          
                                 CAMERON
                    Thirty-two.
          
                                 MICHAEL
                    Get out!
          
                                 CAMERON
                    How many people go here?
          
                                 MICHAEL
                    Couple thousand. Most of them evil
          
          INT. HALLWAY - DAY- CONTINUOUS
          
          Prom posters adorn the wall. Michael steers Cameron through 
          the crowd as he points to various cliques.
          
                                 MICHAEL
                    We've got your basic beautiful people. 
                    Unless they talk to you first, don't 
                    bother.
          
          The beautiful people pass, in full jock/cheerleader 
          splendor.
          
                                 MICHAEL
                           (continuing)
                    Those 're your cowboys.
          
          Several Stetson-wearing, big belt buckle. Wrangler guys  
          walk by.
          
                                 CAMERON
                    That I'm used to.
          
                                 MICHAEL
                    Yeah, but these guys have never seen a 
                    horse.  They just jack off to Clint 
                    Eastwood.
          
          They pass an espresso cart with a group of teens huddled 
          around it.
          
                                 MICHAEL
                           (continuing)
                    To the right, we have the Coffee Kids.  
                    Very edgy.  Don't make any sudden 
                    movements around them.
          
          EXT. SCHOOL COURTYARD - DAY
          
          Michael continues the tour
          
                                 MICHAEL
                    And these delusionals are the White 
                    Rastae.
          
          Several white boys in dreadlocks and Jamaican knit berets 
          lounge on the grass.  A cloud of pot smoke hovers above them
          
                                 MICHAEL
                           (continuing)
                    Big Marley fans.  Think they're black.  
                    Semi-political, but mostly, they watch a 
                    lot of Wild Kingdom, if you know what I 
                    mean.
          
          Michael waves to DEREK, the one with the longest dreads.
          
                                 MICHAEL
                           (continuing)
                    Derek - save some for after lunch, bub?
          
                                 DEREK
                           (very stoned)
                    Michael, my brother, peace
          
          Cameron turns to follow Michael as they walk into the 
          cafeteria.
          
                                 CAMERON
                    So where do you fit in all this?
          
          INT.  CAFETERIA - DAY - CONTINUOUS
          
          Loud music and loud students.  Michael sits with a group of 
          studious-looking teens.
          
                                 MICHAEL
                    Future MBAs-  We're all Ivy League, 
                    already accepted.  Someday I'll be 
                    sipping Merlot while those guys --
          
          He points to the table of jocks, as they torture various 
          passers-by.
          
                                 MICHAEL
                           (continuing)
                    are fixing my Saab.  Yuppie greed is 
                    back, my friend.
          
          He points proudly to the ALLIGATOR on his shirt.
          
          Cameron stops listening as BIANCA walks by, and we go SLO 
          MO.  Pure and perfect, she passes Cameron and Michael 
          without a look.
          
          Cameron is smitten
          
                                 CAMERON
                    That girl -- I --
          
                                 MICHAEL
                    You burn, you pine, you perish?
          
                                 CAMERON
                    Who is she?
          
                                 MICHAEL
                    Bianca Stratford.  Sophomore. Don't 
                    even think about it
          
                                 CAMERON
                    Why not?
          
                                 MICHAEL
                    I could start with your haircut, but it 
                    doesn't matter.  She's not allowed to 
                    date until her older sister does.  And 
                    that's an impossibility.
          
          ENGLISH CLASS - DAY
          
          A room full of bored seniors doodle and scare off into space 
          MS. BLAISE, the one-step-away-from-medication English 
          Teacher, tries to remember what she's talking about.
          
                                 MRS. BLAISE
                    Well, then.  Oh, yes.  I guess that 
                    does it for our analysis of The Old Man 
                    and the Sea.  Any other comments?
                           (with dread)
                    Kat?
          
          Kat, the girl we saw as we entered the school, slowly cakes 
          off her glasses and speaks up.
          
                                 KAT
                    Why didn't we just read the Hardy Boys?
          
                                 MRS. BLAISE
                    I'm sorry?
          
                                 KAT
                    This book is about a guy and his 
                    fishing habit.  Not exactly a crucial 
                    topic.
          
          The other students roll their eyes.
          
                                 KAT
                           (continuing)
                    Frankly, I'm baffled as to why we still 
                    revere Hemingway.  He was an abusive, 
                    alcoholic misogynist who had a lot of 
                    cats.
          
          JOEY DORSEY, a well-muscled jock with great cheekbones, 
          makes fun of her from his row.
          
                                 JOEY
                    As opposed to a bitter self-righteous 
                    hag who has no friends?
          
          A few giggles.  Kat ignores him.  A practiced gesture
          
                                 MRS. BLAISE
                    That's enough, Mr. Dorsey.
          
          Really gets fired up now
          
                                 KAT
                    I guess the school board thinks because 
                    Hemingway's male and an asshole, he's 
                    worthy of our time
          
          She looks up at Ms. Blaise, who is now fighting with her 
          pill box.
          
                                 KAT
                           (continuing)
                    What about Colette?  Charlotte Bronte?  
                    Simone de Beauvoir?
          
          Patrick, lounging in his seat in the back row, elbows a 
          crusty-looking crony, identified by the name SCURVY, 
          embroidered on his workshirt.
          
                                 PATRICK
                    Mother Goose?
          
          The class titters.  Kat wears an expression of intolerance
          
          INT. GUIDANCE COUNSELOR'S OFFICE - DAY
          
          Kat now sits before Miss Perky.
          
                                 MISS PERKY
                    Katarina Stratford.  My, my.  You've 
                    been terrorizing Ms. Blaise again.
          
                                 KAT
                    Expressing my opinion is not a 
                    terrorist action.
          
                                 MISS PERKY
                    Well, yes, compared to your other 
                    choices of expression this year, today's 
                    events are quite mild.  By the way, 
                    Bobby Rictor's gonad retrieval operation 
                    went quite well, in case you're 
                    interested.
          
                                 KAT
                    I still maintain that he kicked himself 
                    in the balls.  I was merely a spectator.
          
                                 MISS PERKY
                    The point is Kat -- people perceive you 
                    as somewhat ...
          
          Kat smiles at her, daring her to say it.
          
                                 KAT
                    Tempestuous?
          
                                 MISS PERKY
                    No ... I believe "heinous bitch" is the 
                    term used most often.
          
          She grimaces, as if she's referring to a medical condition.
          
                                 MISS PERKY
                           (continuing)
                    You might want to work on that
          
          Kat rises from her chair with a plastic smile matching the 
          counselor's.
          
                                 KAT
                    As always, thank you for your excellent 
                    guidance.
          
          INT. SOPHOMORE ENGLISH CLASS - DAY
          
          Bianca ignores the droning teacher as she writes a note in 
          big flowing handwriting.
          
                                 TEACHER (0.S.)
                    I realize the language of Mr. 
                    Shakespeare makes him a bit daunting, 
                    but I'm sure you're all doing your best.
          
          Bianca folds the note and passes it behind her with a flip 
          of her hair to CHASTITY.  Chastity opens the note and reads:
          
          INSERT - "JOEY DORSEY SAID HI TO ME IN THE HALL! OH! MY  
          GOD!"
          
          Chastity frowns to herself.
          
                                 TEACHER (0.S.)
                           (continuing)
                    Ms. Stratford, do you care to comment 
                    on what you've read so far?
          
          Bianca looks up and smiles the smile of Daddy's little girl.
          
                                 BIANCA
                    Not really.
          
          The teacher shakes her head, but lets it go.
          
          MANDELLA. a waif-like senior girl who sits off to the side 
          trying to slit her wrist with the plastic spiral on her 
          notebook, looks up and raises her hand.
          
                                 TEACHER
                    Mandella -- since you're assisting us, 
                    you might as well comment.  I'm assuming 
                    you read the assignment.
          
                                 MANDELLA
                    Uh, yeah, I read it all
          
                                 TEACHER
                    The whole play^
          
                                 MANDELIA
                    The whole folio.  All the plays.
          
                                 TEACHER
                           (disbelieving)
                    You've read every play by William 
                    Shakespeare?
          
                                 MANDELLA
                    Haven't you?
          
          She raises a challenging eyebrow.  The stunned teacher 
          doesn't answer and goes to call on the next student.
          
          EXT. SCHOOL COURTYARD - DAY
          
          Mandella and Kat sit down in the quiet corner. They are 
          eating a carton of yogurt with gusto.
          
                                 MANDELLA
          
          Your sister is so amazingly without.  She'll never read him.  
          She has no idea.
          
          Kat attacks
          
                                 KAT
                    The fact that you're cutting gym so you 
                    can T.A. Sophomore English just to hear 
                    his name, is a little without in itself 
                    if you ask me.
          
          Kat's attention is caught by Patrick as he walks by with his 
          friends, lighting up a cigarette.  Mandella notices her 
          staring.
          
                                 MANDELLA
                    Who's that?
          
                                 KAT
                    Patrick Verona   Random skid.
          
                                 MANDELLA
                    That's Pat Verona? The one who was gone 
                    for a year? I heard he was doing porn 
                    movies.
          
                                 KAT
                    I'm sure he's completely incapable of 
                    doing anything that interesting.
          
                                 MANDELLA
                    He always look so
          
                                 KAT
                    Block E?
          
          Kat turns back to face Mandella and forces her yogurt into 
          Mandella's hand.
          
                                 KAT
                           (continuing)
                    Mandella, eat.  Starving yourself is a 
                    very slow way to die.
          
                                 MANDELLA
                    Just a little.
          
          She eats.  Kat sees her wrist
          
                                 KAT
                    What's this?
          
                                 MANDELLA
                    An attempted slit.
          
          Kat stares at her, expressionless.
          
                                 KAT
                    I realize that the men of this fine 
                    institution are severely lacking, but 
                    killing yourself so you can be with 
                    William Shakespeare is beyond the scope 
                    of normal teenage obsessions.  You're 
                    venturing far past daytime talk show 
                    fodder and entering the world of those 
                    who need very expensive therapy.
          
                                 MANDELLA
                    But imagine the things he'd say during 
                    sex.
          
          Thinks a minute
          
                                 KAT
                    Okay, say you do it.  You kill 
                    yourself, you end up in wherever you end 
                    up and he's there.  Do you really think 
                    he's gonna wanna dace a ninety pound 
                    compulsive who failed volleyball?
          
          Mandella's attention is struck by Bianca
          
          ACROSS THE COURTYARD
          
          As she and Chastity parade by Joey and his COHORTS   One of 
          the cohorts elbows Joey.
          
                                 COHORT
                    Virgin alert.
          
          Joey looks up and smiles at Bianca.
          
                                 JOEY
                    Lookin' good, ladies.
          
          Bianca smiles her coyest of smiles.
          
          BACK TO KAT AND MANDELLA Still watching.
          
                                 MANDELLA
                    Tragic.
          
          Doesn't respond
          
          ANOTHER ANGLE
          
          Michael and Cameron observe Joey's leers at Bianca from 
          their bench in another corner. Cowboys eating cue of a can 
          of beans linger on the grass behind them.
          
                                 CAMERON
                    Why do girls like that always like guys 
                    like that?
          
                                 MICHAEL
                    Because they're bred to.  Their mothers 
                    liked guys like that, and their 
                    grandmothers before them. Their gene 
                    pool is rarely diluted.
          
                                 CAMERON
                    He always have that shit-eating grin?
          
                                 MICHAEL
                    Joey Dorsey?  Perma-shit-grin.  I wish 
                    I could say he's a moron, but he's 
                    number twelve in the class.  And a 
                    model.  Mostly regional stuff, but he's 
                    rumored to have a big tube sock ad 
                    coming out.
          
          The BELL rings, and the cowboys stand and spit into their 
          empty bean cans.   Cameron and Michael rise as Cameron tries 
          to catch a glimpse of Bianca as she walks back inside.
          
                                 MICHAEL
                           (continuing)
                    You know French?
          
                                 CAMERON
                    Sure do ... my Mom's from Canada
          
                                 MICHAEL
                    Guess who just signed up for a tutor?
          
                                 CAMERON
                    You mean I'd get a chance to talk to 
                    her?
          
                                 MICHAEL
                    You could consecrate with her, my 
                    friend.
          
          Cameron watches as Bianca flounces back into the building.
          
          EXT. SCHOOL PARKING LOT - DAY
          
          Kat and Mandella walk toward Kat's car.  Joey pulls up 
          beside her in his Viper.
          
                                 JOEY
                           (re her dress)
                    The vintage look is over, Kat. Haven't 
                    you been reading your Sassy?
          
                                 KAT
                    Yeah, and I noticed the only part of 
                    you featured in your big Kmart spread 
                    was your elbow.  Tough break.
          
                                 JOEY
                           (practically 
                           spitting)
                    They're running the rest of me next 
                    month.
          
          He zooms away as Kat yanks open the door of her Dart.  
          Mandella ties a silk scarf around her head, as if they're in 
          a convertible.
          
                                 KAT
                    The people at this school are so 
                    incredibly foul.
          
                                 MANDELLA
                    You could always go with me.  I'm sure 
                    William has some friends.
          
          They watch Joey's car as he slows next to Bianca and 
          Chastity as they walk toward the school bus.
          
          ON BIANCA AND CHASTITY
          
                                 JOEY
                    Need a ride, ladies?
          
          Bianca and Chastity can't get in Joey's car fast enough.  He 
          pulls away with a smile.
          
          BACK TO KAT AND MANDELLA
          
          Mandella lowers her sunglasses to watch.
          
                                 MANDELLA
                    That's a charming new development
          
          Kat doesn't answer, but reaches over and puts a tape in the 
          tape deck.  The sounds of JOYFUL PUNK ROCK fill the car.
          
          As they pull out, Michael crosses in front of them on his 
          moped. Kat has to SLAM the brakes to keep from hitting him
          
                                 KAT
                           (yelling)
                    Remove head from sphincter!  Then 
                    pedal!
          
          Michael begins fearfully, pedaling as Kat PEELS out, angry 
          at the delay.
          
          Cameron rushes over
          
                                 CAMERON
                    You all right?
          
          He slows to a stop
          
                                 MICHAEL
                    Yeah, just a minor encounter with the 
                    shrew.
          
                                 CAMERON
                    That's her?  Bianca's sister?
          
                                 MICHAEL
                    The mewling, rampalian wretch herself.
          
          Michael putters off, leaving Cameron dodging Patrick's 
          grimy, grey Jeep -- a vehicle several years and many paint 
          jobs away from its former glory as a REGULATION MAIL TRUCK -
          - as he sideswipes several cars on his way out of the lot.
          
          INT.  STRATFORD HOUSE - DAY
          
          SHARON STRATFORD, attractive and focused, sits in front of 
          her computer, typing quickly.   A shelf next to her holds 
          several bodice-ripper romance novels, bearing her name. 
          
          Kat stands behind her, reading over her shoulder as she 
          types.
          
                                 KAT
                    "Undulating with desire, Adrienne 
                    removes her crimson cape, revealing her 
                    creamy --"
          
          WALTER STRATFORD, a blustery, mad scientist-type 
          obstetrician, enters through the front door, wearing a 
          doctor's white jacket and carrying his black bag.
          
                                 WALTER
          
          I hope dinner's ready because I only have ten minutes before 
          Mrs. Johnson squirts out a screamer.
          
          He grabs the mail and rifles through it, as he bends down to 
          kiss Sharon on the cheek.
          
                                 SHARON
                    In the microwave.
          
                                 WALTER
                           (to Kat)
                    Make anyone cry today?
          
                                 KAT
                    Sadly, no.  But it's only four-thirty.
          
          Bianca walks in.
          
                                 KAT
                           (continuing)
                    Where've you been?
          
                                 BIANCA
                           (eyeing Walter)
                    Nowhere... Hi, Daddy.
          
          She kisses him on the cheek
          
                                 WALTER
                    Hello, precious.
          
          Walter kisses Bianca back as Kat heads up the stairs
          
                                 KAT
                    How touching.
          
          Walter holds up a letter to Kat
          
                                 WALTER
                    What's this?  It says Sarah Lawrence?
          
          Snatches it away from him.
          
                                 KAT
                    I guess I got in
          
          Sharon looks up from her computer.
          
                                 SHARON
                    What's a synonym for throbbing?
          
                                 WALTER
                    Sarah Lawrence is on the other side of 
                    the country.
          
                                 KAT
                    I know.
          
                                 WALTER
                    I thought we decided you were going to 
                    school here.  At U of 0.
          
                                 KAT
                    You decided.
          
                                 BIANCA
                    Is there even a question that we want 
                    her to stay?
          
          Kat gives Bianca an evil look then smiles sweetly at
          
                                 KAT
                    Ask Bianca who drove her home
          
                                 SHARON
                    Swollen...turgid.
          
                                 WALTER
                           (to Bianca; upset)
                    Who drove you home?
          
          Bianca glares at Kat then turns to Walter
          
                                 BIANCA
                    Now don't get upset. Daddy, but there's 
                    this boy... and I think he might ask...
          
                                 WALTER
                    No! You're not dating until your sister 
                    starts dating.  End of discussion.
          
                                 BIANCA
                    What if she never starts dating?
          
                                 WALTER
                    Then neither will you.  And I'll get to 
                    sleep at night.
          
                                 BIANCA
                    But it's not fair -- she's a mutant, 
                    Daddy!
          
                                 KAT
                    This from someone whose diary is 
                    devoted to favorite grooming tips?
          
                                 WALTER
                    Enough!
          
          He pulls out a small tape recorder from his black bag.
          
                                 WALTER
                           (continuing)
                    Do you know what this is?
          
          He hits the "play' button and SHRIEKS OF PAIN emanate from 
          the tape recorder.
          
          BIANCA AND WALTER
                           (in unison, by 
                           rote)
                    The sound of a fifteen-year-old in 
                    labor.
          
                                 WALTER
                    This is why you're not dating until 
                    your sister does.
          
                                 BIANCA
                    But she doesn't want to date.
          
                                 WALTER
                    Exactly my point
          
          His BEEPER goes off and he grabs his bag again
          
                                 WALTER
                           (continuing)
                    Jesus!  Can a man even grab a sandwich 
                    before you women start dilating?
          
                                 SHARON
                    Tumescent!
          
                                 WALTER
                           (to Sharon; as he 
                           leaves)
                    You're not helping.
          
          INT. TUTORING ROOM - DAY
          
          Cameron sits with an empty chair beside him.  Bianca arrives 
          in a flurry of blonde hair.
          
                                 BIANCA
                    Can we make this quick?  Roxanne 
                    Korrine and Andrew Barrett are having an 
                    incredibly horrendous public break- up 
                    on the quad.  Again.
          
                                 CAMERON
                    Well, I thought we'd start with 
                    pronunciation, if that's okay with you.
          
          BIANCA
          Not the hacking and gagging and spitting part.  Please.
          
                                 CAMERON
                           (looking down)
                    Okay... then how 'bout we try out some 
                    French cuisine.  Saturday?  Night?
          
          Bianca smiles slowly
          
                                 BIANCA
                    You're asking me out.  That's so cute.  
                    What's your name again?
          
                                 CAMERON
                           (embarrassed)
                    Forget it.
          
          Bianca seizes an opportunity.
          
                                 BIANCA
                    No, no, it's my fault -- we didn't have 
                    a proper introduction ---
          
                                 CAMERON
                    Cameron.
          
                                 BIANCA
                    The thing is, Cameron -- I'm at the 
                    mercy of a particularly hideous breed of 
                    loser.  My sister.  I can't date until 
                    she does.
          
                                 CAMERON
                    Seems like she could get a date easy 
                    enough...
          
          She fingers a lock of her hair.  He looks on, dazzled.
          
                                 BIANCA
          
          The problem is, she's completely anti-social.
          
                                 CAMERON
                    Why?
          
                                 BIANCA
                    Unsolved mystery.  She used to be 
                    really popular when she started high 
                    school, then it was just like she got 
                    sick of it or something.
          
                                 CAMERON
                    That's a shame.
          
          She reaches out and touches his arm
          
                                 BIANCA
                    Gosh, if only we could find Kat a 
                    boyfriend...
          
                                 CAMERON
                    Let me see what I can do.
          
          Cameron smiles, having no idea how stupid he is
          
          INT. BIOLOGY CLASS
          
          A frog is being torn asunder by several prongs and picks.  
          Michael and Cameron go for the spleen.
          
                                 MICHAEL
                    You're in school for one day and you 
                    ask out the most beautiful girl?  Do you 
                    have no concept of the high school 
                    social code?
          
          Cameron grins away
          
                                 CAMERON
                    I teach her French, get to know her, 
                    dazzle her with charm and she falls in 
                    love with me.
          
                                 MICHAEL
                    Unlikely, but even so, she still can't 
                    go out with you.  So what's the
                    point?
          
          Cameron motions with his head toward Patrick, a few lab 
          tables away.  He's wearing biker glasses instead of goggles 
          as he tries to revive his frog.
          
                                 CAMERON
                    What about him?
          
                                 MICHAEL
                           (confused)
                    You wanna go out with him?
          
          The others at the lab table raise their eyebrows
          
                                 CAMERON
                           (impatient)
                    No - he could wrangle with the sister.
          
          Michael smiles.  Liking the intrigue.
          
                                 MICHAEL
                    What makes you think he'll do it?
          
                                 CAMERON
                    He seems like he thrives on danger
          
                                 MICHAEL
                    No kidding.  He's a criminal.  I heard 
                    he lit a state trooper on fire.  He just 
                    got out of Alcatraz...
          
                                 CAMERON
                    They always let felons sit in on Honors 
                    Biology?
          
                                 MICHAEL
                    I'm serious, man, he's whacked.  He 
                    sold his own liver on the black market 
                    so he could buy new speakers.
          
                                 CAMERON
                    Forget his reputation.  Do you think 
                    we've got a plan or not?
          
                                 MICHAEL
                    Did she actually say she'd go out with 
                    you?
          
                                 CAMERON
                    That's what I just said
          
          Michael processes this.
          
                                 MICHAEL
                    You know, if you do go out with Bianca, 
                    you'd be set.  You'd outrank everyone.  
                    Strictly A-list.  With me by your side.
          
                                 CAMERON
                    I thought you hated those people.
          
                                 MICHAEL
                    Hey -- I've gotta have a few clients 
                    when I get to Wall Street.
          
          A cowboy flicks the frog's heart into one of the Coffee 
          Kid's latte.  Cameron presses on, over the melee.
          
                                 CAMERON
                    So now all we gotta do is talk to him.
          
          He points to Patrick, who now makes his frog hump another 
          frog, with full-on sound effects.
          
                                 MICHAEL
                    I'll let you handle that.
          
          INT. WOODSHOP - DAY
          
          Boys and a few stray girls nail their pieces of wood
          
          Michael sits next to PEPE, a Coffee Kid, who holds out his 
          jacket like the men who sell watches in the subway.  Inside 
          several bags of coffee hang from hooks.
          
                                 PEPE
                    Some people like the Colombian, but it 
                    all depends on your acidity preference.  
                    Me?  I prefer East African and 
                    Indonesian.  You start the day with a 
                    Sumatra Boengie or maybe and Ethiopian 
                    Sidamo in your cup, you're that much 
                    farther ahead than someone drinkin' 
                    Cosia Rican or Kona -- you know what I 
                    mean?
          
          Michael nods solemnly.
          
          ACROSS THE ROOM
          
          Patrick sits at a table with Scurvy, making something that 
          looks like a machete out of a two-by-four.
          
          Cameron approaches, full of good-natured farm boy cheer
          
                                 CAMERON
                    Hey, there
          
          In response, Patrick brandishes a loud POWER TOOL in his 
          direction.
          
          Cameron slinks away.
          
                                 CAMERON
                           (continuing)
                    Later, then. 
          
          Michael watches, shaking his head.
          
          INT. CAFETERIA - DAY
          
          Joey and his pals take turns drawing boobs onto a cafeteria 
          tray with a magic marker.
          
          Michael walks up and sits between them, casual as can be
          
                                 MICHAEL
                    Hey.
          
                                 JOEY
                    Are you lost?
          
                                 MICHAEL
                    Nope - just came by to chat
          
                                 JOEY
                    We don't chat.
          
                                 MICHAEL
                    Well, actually, I thought I'd run an 
                    idea by you.  You know, just to see if 
                    you're interested.
          
                                 JOEY
                    We're not.
          
          He grabs Michael by the side of the head, and proceeds to 
          draw a penis on his cheek with the magic marker.   Michael 
          suffers the indignity and speaks undaunted.
          
                                 MICHAEL
                           (grimacing)
                    Hear me out.  You want Bianca don't 
                    you?
          
          Joey sits back and cackles at his drawing.
          
                                 MICHAEL
                           (continuing)
                    But she can't go out with you because 
                    her sister is this insane head case and 
                    no one will go out with her. right?
          
                                 JOEY
                    Does this conversation have a purpose?
          
                                 MICHAEL
                    So what you need to do is recruit a guy 
                    who'll go out with her.  Someone who's 
                    up for the job.
          
          Michael points to Patrick, who makes a disgusted face at his 
          turkey pot pie before he rises and throws it at the garbage 
          can, rather than in it.
          
                                 JOEY
          
          That guy?  I heard he ate a live duck once.  Everything but 
          the beak and the feet.
          
                                 MICHAEL
                    Exactly
          
          Joey turns to look at Michael.
          
                                 JOEY
          
          What's in it for you?
          
                                 MICHAEL
                    Oh, hey, nothin' man   Purely good will 
                    on my part.
          
          He rises to leave and turns to the others.
          
                                 MICHAEL
                           (continuing)
                    I have a dick on my face, don't I? 
          
          INT. BOY'S ROOM - DAY
          
          Michael stands at the sink, trying to scrub Joey's artwork 
          off his face as Cameron watches.
          
                                 CAMERON
                    You got him involved?
          
                                 MICHAEL
                    Like we had a choice?  Besides -- when 
                    you let the enemy think he's 
                    orchestrating the battle, you're in a 
                    position of power. We let him pretend 
                    he's calling the shots, and while he's 
                    busy setting up the plan, you have time 
                    to woo Bianca.
          
          Cameron grins and puts an arm around him
          
                                 CAMERON
                    You're one brilliant guy
          
          Michael pulls back, noticing other guys filing in.
          
                                 MICHAEL
          
          Hey - I appreciate gratitude as much as the next guy, but 
          it's not gonna do you any good to be known as New Kid Who 
          Embraces Guys In The Bathroom. 
          
          Cameron pulls back and attempts to posture himself in a 
          manly way for the others, now watching.
          
          INT. KENNY'S THAI FOOD DINER - DAY
          
          Kat and Mandella pick apart their pad thai.  Mandella is 
          smoking.
          
                                 KAT
                    So he has this huge raging fit about 
                    Sarah Lawrence and insists that I go to 
                    his male-dominated, puking frat boy, 
                    number one golf team school. I have no 
                    say at all.
          
                                 MANDELLA
                    William would never have gone to a 
                    state school.
          
                                 KAT
                    William didn't even go to high school
          
                                 MANDELLA
                    That's never been proven
          
                                 KAT
                    Neither has his heterosexuality.
          
          Mandella replies with a look of ice.  Kat uses the moment to 
          stub out Mandella's cigarette. 
          
                                 KAT
                           (continuing)
                    I appreciate your efforts toward a 
                    speedy death, but I'm consuming.
                           (pointing at her 
                           food)
                    Do you mind?
          
                                 MANDELLA
                    Does it matter?
          
                                 KAT
                    If I was Bianca, it would be, "Any 
                    school you want, precious.  Don't forget 
                    your tiara."
          
          They both look up as Patrick enters.  He walks up to the 
          counter to place his order.
          
          Mandella leans toward Kat with the glow of fresh gossip
          
                                 MANDELLA
                    Janice Parker told me he was a roadie 
                    for Marilyn Manson.
          
          Patrick nods at them as he takes his food outside.
          
                                 KAT 
                    Janice Parker is an idiot
          
          INT.  MISS PERKY'S OFFICE - DAY 
          
          Patrick sits before Miss Perky, eating his Thai food
          
                                 MISS PERKY 
                           (looking at chart)
                    I don't understand, Patrick.  You 
                    haven't done anything asinine this week.  
                    Are you not feeling well?
          
                                 PATRICK
                    Touch of the flu.
          
                                 MISS PERKY
                    I'm at a loss, then.  What should we 
                    talk about? Your year of absence?
          
          He smiles his charming smile
          
                                 PATRICK
                    How 'bout your sex life?
          
          She tolerates his comment with her withering glance.
          
                                 MISS PERKY
                    Why don't we discuss your driving need 
                    to be a hemorrhoid?
          
                                 PATRICK 
                    What's to discuss?
          
                                 MISS PERKY
                    You weren't abused, you aren't stupid, 
                    and as far as I can tell, you're only 
                    slightly psychotic -- so why is it that 
                    you're such a fuck-up?
          
                                 PATRICK
                    Well, you know -- there's the prestige 
                    of the job title... and the benefits 
                    package is pretty good...
          
          The bell RINGS.
          
                                 MISS PERKY
                    Fine.  Go do something repugnant and 
                    give us something to talk about next 
                    week.
          
          INT. TUTORING ROOM - DAY
          
          Several pairs of tutors and students sit at the various 
          desks.
          
          Mandella sits with TREVOR, a White Rasta.  She attempts to 
          get him to do geometry, but he stares at her, as if smitten
          
                                 MANDELLA
                    Look, it's really easy.
          
                                 TREVOR
                    You're a freedom fighter. Be proud, 
                    sister.
          
          Mandella sets down her pencil and closes the book.
          
                                 MANDELLA 
                           (rotely)
                    It's Mandella with two L's.  I am not 
                    related to Nelson Mandela.  I am not a 
                    political figure.  I do not live in 
                    South Africa.  My parents just spent a 
                    few too many acid trips thinking they 
                    were revolutionaries.
          
                                 TREVOR 
                    But you freed our people
          
                                 MANDELLA
                    Your "people" are white, suburban high 
                    school boys who smoke too much hemp.  I 
                    have not freed you, Trevor.
                           (grabbing his arm 
                           dramatically)
                    Only you can free yourself.
          
          ACROSS THE ROOM Bianca and Cameron sit side by side, cozy as 
          can be
          
                                 BIANCA
                    C'esc ma tete. This is my head
          
                                 CAMERON
                    Right.  See?  You're ready for the 
                    quiz.
          
                                 BIANCA
                    I don't want to know how to say that 
                    though.  I want to know useful things.  
                    Like where the good stores are.  How 
                    much does champagne cost?  Stuff like 
                    Chat.  I have never in my life had to 
                    point out my head to someone.
          
                                 CAMERON
                    That's because it's such a nice one.
          
                                 BIANCA
                    Forget French.
          
          She shuts her book and puts on a seductive smile
          
                                 BIANCA
                           (continuing)
                    How is our little Find the Wench A Date 
                    plan progressing?
          
                                 CAMERON
                    Well, there's someone I think might be 
                    --
          
          Bianca's eyes light up
          
                                 BIANCA
                    Show me
          
          INT. HALLWAY - DAY
          
          Cameron and Bianca lean against the wall -inconspicuously. 
          Bianca plays it cool.
          
                                 BIANCA
                    Give me a sign when he walks by.  And 
                    don't point.
          
          The bell RINGS.  Kids flood past.  Then Patrick saunters by 
          with Scurvy.  Cameron nudges Bianca.
          
                                 CAMERON
                    There.
          
                                 BIANCA
                    Where?
          
          Out of desperation, Cameron awkwardly lunges across 
          Patrick's path.  Patrick shoves him back against the wall 
          without a thought.  Cameron lands in a THUD at Bianca's 
          feet.
          
                                 CAMERON
                    I guess he didn't see me 
                           (calling after 
                           Patrick) 
                                     Some other time --
          
          Bianca watches Patrick, a wicked gleam in  her eye.
          
                                 BIANCA
                    My God, he's repulsive. He's so 
                    perfect!
          
          INT. GYM CLASS - DAY 
          
          Several volleyball games are being played.
          
          Joey and a member of his hulking entourage, approach 
          Patrick, who still manages to look cool, even in gym 
          clothes.  They pull him aside roughly.
          
                                 PATRICK 
                           (shrugging them 
                           off)
                    What?
          
          Joey points
          
          JOEY See that girl?
          
          Patrick follows his line of vision to Kat as she spikes the 
          ball into some poor cowboy's face.
          
                                 PATRICK
                    Yeah
          
                                 JOEY 
                    What do you think?
          
          Kat wins the game and high fives the others, who are scared 
          of her.
          
                                 PATRICK
                    Two legs, nice rack...
          
                                 JOEY
                    Yeah, whatever.  I want you to go out 
                    with her.
          
                                 PATRICK
                    Sure, Sparky.  I'll get right on it.
          
                                 JOEY 
                    You just said
          
                                 PATRICK
                    You need money to take a girl out
          
                                 JOEY
                    But you'd go out with her if you had 
                    the cake?
          
          Patrick stares at Joey deadpan.  His dislike for the guy 
          obvious.
          
                                 PATRICK 
                           (sarcastic)
                    Yeah, I'd take her to Europe if I had 
                    the plane.
          
          Joey smiles.
          
                                 JOEY
                    You got it, Verona.  I pick up the tab, 
                    you do the honors.
          
                                 PATRICK
                    You're gonna pay me to take out some 
                    girl?
          
                                 JOEY
                    I can't date her sister until that one 
                    gets a boyfriend.  And that's the catch.  
                    She doesn't want a boyfriend.
          
                                 PATRICK 
                    How much?
          
                                 JOEY
          
          Twenty bucks each time you take her out.
          
                                 PATRICK
                    I can't take a girl like that out on 
                    twenty bucks.
          
                                 JOEY 
                    Fine, thirty.
          
          Patrick raises an eyebrow, urging him up
          
                                 JOEY 
                           (continuing)
                    Take it or leave it.  This isn't a 
                    negotiation.
          
                                 PATRICK
                    Fifty, and you've got your man.
          
          Patrick walks away with a smile
          
          EXT. FIELD HOCKEY FIELD - DAY
          
          Kat and the rest of the team go through a grueling practice 
          session.  Kat spares no one as she whips the ball all over 
          the field.
          
          Patrick sits on the bleachers nearby, watching.  A cigarette 
          dangles from his mouth.  His pal, SCURVY is next to him.
          
          MR. CHAPIN, the coach, blows the WHISTLE.
          
                                 MR. CHAPIN 
                           (proudly) 
                    Good run, Stratford.
          
          Kat nods in response, and the girls leave the field. Patrick 
          hops down to follow.
          
                                 PATRICK 
                    Hey. Girlie.
          
          Kat stops and turns slowly to look at him.
          
                                 PATRICK 
                           (continuing) 
                    I mean Wo-man.  How ya doin'?
          
                                 KAT 
                           (smiles brightly)
                    Sweating like a pig, actually.  And 
                    yourself?
          
                                 PATRICK
                    There's a way to get a guy's attention.
          
                                 KAT
                    My mission in life.
          
          She stands there undaunted, hand on hip.
          
                                 KAT 
                           (continuing)
                    Obviously, I've struck your fancy. So, 
                    you see, it worked.  The world makes 
                    sense again.
          
          Patrick's eyes narrow.  He steps closer.
          
                                 PATRICK 
                    Pick you up Friday, then
          
                                 KAT
                    Oh, right.  Friday.
          
          PATRICK backs up a little.  He uses his most seductive tone
          
                                 PATRICK
                    The night I take you to places you've 
                    never been before.  And back.
          
                                 KAT
                    Like where?  The 7-Eleven on Burnside?  
                    Do you even know my name, screwboy?
          
                                 PATRICK 
                    I know a lot more than that
          
          Kat stares at him.
          
                                 KAT 
                    Doubtful.  Very doubtful.
          
          She walks away quickly, leaving him standing alone.
          
                                 PATRICK 
                           (calling after her)
                    You're no bargain either, sweetheart.
          
          Scurvy appears at his side
          
                                 SCURVY
                    So I guess the Jeep won't be getting a 
                    new Blaupunkt.
          
          ACROSS THE FIELD Cameron and Michael watch.
          
                                 MICHAEL 
                    He took the bait.
          
          STRATFORD HOUSE/BATHROOM - NIGHT
          
          Kat washes her face at the sink.  Bianca appears behind her, 
          and attempts to twist Kat's hair into a chignon.
          
          She wacks Bianca away.
          
                                 BIANCA
                    Have you ever considered a new look? I 
                    mean, seriously, you could have some 
                    potential buried under all this 
                    hostility.
          
          Kat pushes past her into the hallway.
          
                                 KAT
                    I have the potential to smack the crap 
                    out of you if you don't get out of my 
                    way.
          
                                 BIANCA
                    Can you at least start wearing a bra?
          
          Kat SLAMS her door in response.
          
          INT. HALLWAY - DAY 
          
          Patrick, Scurvy and some other randoms head for the exit
          
          SCURVY You up for a burger?
          
          Patrick looks in his wallet.  It's empty.
          
          INT. HALLWAY - DAY
          
          Kat stands at her locker, gathering her books.  Patrick 
          appears at her side, smiling.
          
                                 PATRICK
                    Hey
          
          Kat doesn't answer
          
                                 PATRICK 
                           (continuing) 
                    You hate me don't you?
          
                                 KAT
                    I don't really think you warrant that 
                    strong an emotion.
          
                                 PATRICK
                    Then say you'll spend Dollar Night at 
                    the track with me.
          
                                 KAT 
                    And why would I do that?
          
                                 PATRICK
                    Come on -- the ponies, the flat beer, 
                    you with money in your eyes, me with my 
                    hand on your ass...
          
                                 KAT
                    You -- covered in my vomit.
          
                                 PATRICK 
                    Seven-thirty?
          
          She slams her locker shut and walks away
          
          EXT. DOWNTOWN STREET - NIGHT
          
          Kat emerges from a music store carrying a bag of CDs in  her 
          teeth, and fumbling through her purse with both hands.  She 
          finds her keys and pulls them out with a triumphant tug.
          
          She looks up and finds Patrick sitting on the hood of her 
          car
          
                                 PATRICK 
                    Nice ride. Vintage fenders.
          
          Kat takes the bag out of her mouth.
          
                                 KAT 
                    Are you following me?
          
                                 PATRICK
                    I was in the laundromat. I saw your 
                    car. Thought I'd say hi.
          
                                 KAT 
                    Hi
          
          She gets in and starts the car.
          
                                 PATRICK
                    You're not a big talker, are you?
          
                                 KAT
                    Depends on the topic. My fenders don't 
                    really whip me into a verbal frenzy.
          
          She starts to pull out, and is blocked by Joey's Viper, 
          which pulls up perpendicular to her rear and parks.
          
          Joey and his groupies emerge and head for the liquor store
          
                                 KAT 
                           (continuing)
                    Hey -- do you mind?
          
                                 JOEY 
                    Not at all
          
          They continue on into the store.  Kat stares at them in 
          disbelief...
          
          Then BACKS UP
          
          Her vintage fenders CRASH into the door of Joey's precious 
          Viper.
          
          Patrick watches with a delighted grin Joey races out of the 
          liquor store.
          
                                 JOEY 
                           (continuing) 
                    You fucking bitch!
          
          Kat pulls forward and backs into his car again.  Smiling 
          sweetly.
          
          INT. STRATFORD HOUSE - NIGHT 
          
          Walter paces as Kat sits calmly on the couch.
          
                                 WALTER
                    My insurance does not cover PMS
          
                                 KAT
                    Then tell them I had a seizure.
          
                                 WALTER
                    Is this about Sarah Lawrence? You 
                    punishing me?
          
                                 KAT
                    I thought you were punishing me.
          
                                 WALTER
                    Why can't we agree on this?
          
                                 KAT
                    Because you're making decisions for me.
          
                                 WALTER
                    As a parent, that's my right
          
                                 KAT
                    So what I want doesn't matter?
          
                                 WALTER
                    You're eighteen.  You don't know what 
                    you want.  You won't know until you're 
                    forty-five and you don't have it.
          
                                 KAT 
                           (emphatic)
                    I want to go to an East Coast school! I 
                    want you to trust me to make my own 
                    choices.  I want --
          
          Walter's BEEPER goes off
          
                                 WALTER
                    Christ!  I want a night to go by that 
                    I'm not staring a contraction in the 
                    face.
          
          He walks out, leaving Kat stewing on the couch.
          
          INT. HALLWAY - DAY
          
          Patrick shuts his graffiti-encrusted locker, revealing 
          Joey's angry visage, glowering next to him.
          
                                 JOEY
                    When I shell out fifty, I expect 
                    results.
          
                                 PATRICK 
                    I'm on it
          
                                 JOEY
                    Watching the bitch trash my car doesn't 
                    count as a date.
          
                                 PATRICK
                    I got her under control. She just acts 
                    crazed in public to keep up the image.
          
          Joey sees through the bluff
          
                                 JOEY
                    Let me put it to you this way, if you 
                    don't get any action, I don't get any 
                    action.  So get your ass on hers by the 
                    end of the week.
          
          Joey starts to walk off
          
                                 PATRICK 
                    I just upped my price
          
                                 JOEY 
                           (turning)
                    What?
          
                                 PATRICK
                    A hundred bucks a date.
          
                                 JOEY 
                    Forget it.
          
                                 PATRICK
                    Forget her sister, then.
          
          Joey thinks for a frustrated moment, PUNCHES  the locker,  
          then peels another fifty out of his wallet with a  menacing 
          scowl.
          
                                 JOEY
                    You better hope you're as smooth as you 
                    think you are, Verona.
          
          Patrick takes the money with a smile.
          
          INT. TUTORING ROOM - DAY 
          Cameron runs a sentence past Bianca.
          
                                 CAMERON
                    La copine et I 'ami?  La diferance?
          
          Bianca glares at him.
          
                                 BIANCA
                    A "copine" is someone you can count on.  
                    An "ami" is someone who makes promises 
                    he can't keep.
          
          Cameron closes the French book
          
                                 CAMERON
                    You got something on your mind?
          
                                 BIANCA
                    I counted on you to help my cause. You 
                    and that thug are obviously failing.  
                    Aren't we ever going on our date?
          
          He melts
          
                                 CAMERON
                    You have my word.  As a gentleman
          
                                 BIANCA
                    You're sweet.
          
          She touches his hand. He blushes at her praise and watches 
          her toss her hair back
          
                                 CAMERON
                           (appreciative)
                    How do you get your hair to look like 
                    that?
          
                                 BIANCA
                    Eber's Deep Conditioner every two days.  
                    And I never, ever use a blowdryer 
                    without the diffuser attachment.
          
          Cameron nods with interest.
          
                                 CAMERON
                    You know, I read an article about that.
          
          Bianca looks surprised.
          
                                 BIANCA
                    You did?
          
          INT. BOY'S ROOM - DAY
          
          Patrick stands at the sink, washing his hands Michael and 
          Cameron cower in the corner, watching him.
          
                                 PATRICK 
                           (without turning 
                           around) 
                    Say it
          
                                 MICHAEL 
                           (clearing his 
                           throat) 
                    What?
          
                                 PATRICK
                    Whatever the hell it is you're standin' 
                    there waitin' to say.
          
          Cameron bravely steps forward
          
                                 CAMERON
                    We wanted to talk to you about the 
                    plan.
          
          Patrick turns toward them.
          
                                 PATRICK 
                    What plan?
          
                                 MICHAEL
                    The situation is, my man Cameron here 
                    has a major jones for Bianca Stratford.
          
                                 PATRICK
                    What is it with this chick?  She have 
                    three tits?
          
          Cameron starts to object, but Michael holds up a hand.
          
                                 MICHAEL
                    I think I speak correctly when I say 
                    that Cameron's love is pure.  Purer than 
                    say -- Joey Dorsey's.
          
                                 PATRICK
                    Dorsey can plow whoever he wants. I'm 
                    just in this for the cash.
          
          Cameron starts choking at the thought of Joey plowing his 
          beloved Bianca.
          
                                 MICHAEL
                    That's where we can help you.  With 
                    Kat.
          
                                 PATRICK 
                    So Dorsey can get the girl?
          
                                 MICHAEL
                    Patrick, Pat, you're not looking at the 
                    big picture.  Joey's just a pawn. We set 
                    this whole thing up so Cameron can get 
                    the girl.
          
          Patrick smiles.  He likes the idea of Joey being a pawn in 
          this game.
          
                                 PATRICK
                    You two are gonna help me tame the wild 
                    beast?
          
                                 MICHAEL 
                           (grinning) 
                    We're your guys.
          
                                 CAMERON
                    And he means that strictly in a non- 
                    prison-movie type of way.
          
                                 PATRICK 
                    Yeah -- we'll see.
          
          He swings the door open and exits, leaving Michael and 
          Cameron grinning at each other.
          
                                 MICHAEL 
                    We're in.
          
          INT. CLASSROOM - DAY
          
          CU on a party invitation as it gets handed out.  "Future 
          Princeton Grad Bogey Lowenstein proudly presents a Saturday 
          night bash at his abode.  Casual attire".
          
          Michael holds the invitation up to Cameron.
          
                                 CAMERON
                    This is it.  A golden opportunity. 
                    Patrick can ask Katarina to the party.
          
                                 MICHAEL
                    In that case, we'll need to make it a 
                    school-wide blow out.
          
                                 CAMERON
                    Will Bogey get bent?
          
                                 MICHAEL
                    Are you kidding?  He'll piss himself 
                    with joy.  He's the ultimate kiss ass.
          
          CAFETERIA - DAY
          
          Michael hands a jock the party invite as they pass each 
          other at the trash cans.
          
          INT.  GYM CLASS - DAY 
          
          The jock calls a fellow jock 
          
          INT.  MATH CLASS - DAY 
          
          Jock whispers to a cheerleader 
          
          COURTYARD - DAY
          
          The cheerleader calls a White Rasta that she's making out 
          with, showing him the invite.
          
          TRACK - DAY
          
          The White Rasta tells a cowboy as they run laps during track 
          practice.
          
          INT. SHOWERS - DAY
          
          The cowboy Cells a Coffee Kid, as he shields his java from 
          the spray of the shower.
          
          INT. HALLWAY - DAY
          
          Joey stands ac his open locker with Bianca.  The locker is 
          an homage to Joey's "modeling" career.  Cheesy PRINT ADS of 
          him -- running in a field of daisies, petting a kitten, etc. 
          -- adorn the locker door.
          
                                 JOEY 
                    Which do you like better?
          
          INSERT - HEADSHOTS of Joey.  In one, he's pouting in a white 
          shirt.  In the other, he's pouting in a black shirt.
          
                                 BIANCA
                    I think I like the white shirt
          
          Joey nods thoughtfully.
          
                                 JOEY 
                    It's more
          
                                 BIANCA
                    Expensive?
          
          
                                 JOEY
                    Exactly 
                           (beat)
                    So, you going to Bogey Lowenbrau's 
                    thing on Saturday?
          
                                 BIANCA
                    Hopefully.
          
          He gives her his best flirtatious smile
          
                                 JOEY
                    Good, 'cause I'm not gonna bother if 
                    you won't be there.
          
          He taps her on the nose and she giggles
          
          INT. TUTORING ROOM 
          Bianca sits across from Cameron, who's transfixed, as always
          
                                 BIANCA
                    Have you heard about Bogey Lowenstein's 
                    party?
          
                                 CAMERON
                    Sure have.
          
                                 BIANCA
                           (pouting)
                    I really, really, really wanna go, but 
                    I can't.  Not unless my sister goes.
          
                                 CAMERON
                    I'm workin' on it. But she doesn't seem 
                    to be goin' for him.
          
          He fishes.
          
                                 CAMERON
                           (continuing) 
                    She's not a...
          
                                 BIANCA
                    Lesbian?  No. I found a picture of 
                    Jared Leto in one of her drawers, so I'm 
                    pretty sure she's not harboring same-sex 
                    tendencies.
          
                                 CAMERON
                    So that's the kind of guy she likes? 
                    Pretty ones?
          
                                 BIANCA
                    Who knows?  All I've ever heard her say 
                    is that she'd dip before dating a guy 
                    that smokes.
          
          Cameron furiously takes notes
          
                                 CAMERON
                    All right.  What else is she partial 
                    to?
          
          INT. DIVE BAR - NIGHT 
          Patrick plays pool with some random deviant cronies.
          
          He looks up when he hears a COMMOTION at the door.  LOU the 
          bouncer is in the midst of throwing Michael and Cameron out.
          
                                 PATRICK
                    Lou, it's okay.  They're with me.
          
          Lou looks at Patrick, surprised, then reluctantly lets our 
          two non-deviants pass through.
          
          Patrick guides them to a table and sips from a beer.
          
                                 PATRICK 
                           (continuing)
                    What've you got for me?
          
                                 CAMERON
                    I've retrieved certain pieces of 
                    information on Miss Katarina Stratford I 
                    think you'll find helpful.
          
          Cameron pulls out a piece of paper.
          
                                 MICHAEL 
                           (to Patrick)
          
          One question before we start -- should you be drinking 
          alcohol when you don't have a liver?
          
                                 PATRICK
                    What?!
          
                                 MICHAEL 
                    Good enough.
          
          Cameron looks up at Patrick.
          
                                 CAMERON
                    Number one.  She hates smokers
          
                                 MICHAEL 
                    It's a lung cancer issue
          
                                 CAMERON
                    Her favorite uncle
          
                                 MICHAEL 
                    Dead at forty-one.
          
          Patrick sits up
          
                                 PATRICK
                    Are you telling me I'm a - 
                           (spits the word 
                           out)
                    "non-smoker"?
          
                                 MICHAEL 
                    Just for now.
          
                                 CAMERON
                    Another thing.  Bianca said that Kat 
                    likes -- pretty guys.
          
          This is met with silence.  Then:
          
                                 PATRICK
                    What?  You don't think I'm pretty?
          
          Michael smacks Cameron
          
                                 MICHAEL 
                    He's pretty!
          
                                 CAMERON
                    Okay!  I wasn't sure
          
          Cameron goes back to the list.
          
                                 CAMERON
                           (continuing)
                    Okay -- Likes:  Thai food, feminist 
                    prose, and "angry, stinky girl music of 
                    the indie-rock persuasion".
          
                                 PATRICK
                    So what does that give me?  I'm 
                    supposed to buy her some noodles and a 
                    book and sit around listening to chicks 
                    who can't play their instruments?
          
                                 MICHAEL
                    Ever been to Club Skunk?
          
                                 PATRICK
                    Yeah.
          
                                 CAMERON
                    Gigglepuss is playing there tomorrow 
                    night.
          
                                 PATRICK 
                    Don't make me do it, man
          
                                 MICHAEL
                    Assail your ears for one night.
          
                                 CAMERON
                    It's her favorite band.
          
          Patrick groans
          
                                 MICHAEL
                    I also retrieved a list of her most 
                    recent CD purchases, courtesy of 
                    American Express.
          
          He hands it over.
          
                                 PATRICK 
                           (smiling)
                    Michael -- did you get this information 
                    "illegally"?
          
          Michael puts a finger to his lips.
          
                                 MICHAEL
                    I prefer to think of it simply as an 
                    alternative to what the law allows.
          
                                 PATRICK 
                    I'm likin' you guys better
          
          He looks down at the list of CDs.
          
                                 PATRICK 
                           (continuing) 
                    This is really music?
          
          INT. KAT'S ROOM - NIGHT
          
          MUSIC BLARES in a room with minimalist decor splashed with 
          indie rock band posters and flyers.
          
          Kat and Mandella dance as they dress and apply make-up 
          Bianca enters, interrupting their fun.
          
                                 BIANCA
                    Can you turn down the Screaming 
                    Menstrual Bitches?  I'm trying to study.
          
          Kat doesn't move, so Bianca crosses to the stereo, turning 
          down the volume.
          
                                 BIANCA
                           (continuing)
                    Don't tell me you're actually going 
                    out?  On a school night, no less.
          
          Kat shoots her a glare
          
                                 BIANCA
                           (continuing; 
                           excited)
                    Oh my God, does this mean you're 
                    becoming normal?
          
                                 KAT
                    It means that Gigglepuss is playing at 
                    Club Skunk and we're going.
          
                                 BIANCA
                           (disappointed)
                    Oh, I thought you might have a date
                           (beat)
                    I don't know why I'm bothering to ask, 
                    but are you going to Bogey Lowenstein's 
                    party Saturday night?
          
                                 KAT
                    What do you think?
          
                                 BIANCA
                    I think you're a freak.  I think you do 
                    this to torture me.  And I think you 
                    suck.
          
          She smiles sweetly and shuts the door behind her.   Kat 
          doesn't bat an eye.  She grabs her purse and opens the door
          
                                 KAT 
                    Let's hit it.
          
          EXT. CLUB SKUNK - NIGHT
          
          A happy black and white neon skunk sprays fine mist on the 
          line of kids below.
          
          INT. CLUB FOYER - NIGHT
          
          Kat and Mandella walk in, Mandella nervously pulling out her 
          fake ID.  The giant, afroed bouncer, BRUCE, looks typically 
          mono-syllabic.
          
                                 MANDELLA 
                           (whispering to Kat) 
                    You think this'll work?
          
                                 KAT 
                    No fear.
          
          They approach Bruce.  Kat puts on her happy, shiny face
          
                                 KAT 
                           (continuing)
                    Hello!  We'd like two for Gigglepuss!
          
          Bruce looks the girls up and down.
          
                                 BRUCE 
                    I can count.
          
          He looks at their IDs. Mandella gently moves Kat aside, 
          wearing a face that could only be described as "I AM a 
          Victoria's Secret model."
          
                                 MANDELLA 
                    I'll bet you can..
          
          She sticks out her chest and licks her lips.  Bruce stares 
          at her deadpan and hands her back the IDs.
          
                                 BRUCE 
                    Go ahead.
                           (to Mandella)
                    And you
          
                                 MANDELLA 
                           (all come hither)
                    Yes?
          
                                 BRUCE
                    Take it easy on the guys in there.
          
          Mandella winks at him and sashays inside   Kat: follows 
          behind, shaking her head.
          
          EXT. CLUB SKUNK - NIGHT 
          
          Patrick's mail truck clatters to a stop out front.
          
          INT. CLUB FOYER - NIGHT
          
          Patrick walks up to Bruce, who's frisking a badly mowhawked 
          PIERCED EYEBROW BOY.  Bruce pulls a SWITCHBLADE out of the 
          boy's inside pocket.
          
                                 BRUCE
                    Next time, leave the Bic at home, 
                    Skippy.
          
                                 SKIPPY
                    It's a bottle opener.
          
          Bruce pushes him inside the club, then sees Patrick.
          
                                 BRUCE 
                    Verona, my man.
          
          They shake.
          
                                 PATRICK 
                    Always a pleasure, Brucie.
          
                                 BRUCE
                    Didn't have you pegged for a Gigglepuss 
                    fan.  Aren't they a little too pre-teen 
                    belly-button ring for you?
          
                                 PATRICK
                    Fan of a fan.  You see a couple of 
                    minors come in?
          
                                 BRUCE
                    Never
          
                                 PATRICK
                    Padua girls.  One tall, decent body. 
                    The other one kinda short and 
                    undersexed?
          
                                 BRUCE 
                    Just sent 'em through.
          
          Patrick starts to go in
          
                                 BRUCE 
                           (continuing)
                    Hey -- what happened to that chick you 
                    brought last time?  The one with the 
                    snake?
          
          Patrick laughs and goes into the club
          
          INT. CLUB - NIGHT
          
          Onstage, the all-female band GIGGLEPUSS is parlaying their 
          bad girl sass into a ripping punk number.
          
          Near the stage is a joyful mass of pogo-ing teens AT THE BAR
          
          Patrick bellies up and looks around the club. Gigglepuss 
          finishes a song.
          
                                 LEAD SINGER
                    Hello, out there.  We're Gigglepuss and 
                    we're from Olympia.
          
          A teenage boy in the audience takes the opportunity to 
          scream.
          
                                 BOY (0.S.)
                    Pet my kitty!
          
                                 LEAD SINGER 
                    Meow
          
          They rev into their next song. 
          
          NEAR THE STAGE  
          
          Mandella and Kat glow with sweat.  When they hear the 
          opening chords of the song, they look at each other and 
          scream with glee as they begin to dance.  They couldn't be 
          having a better time.
          
          AT THE BAR
          
          Patrick signals to get the bartender's attention and looks 
          across the bouncing surge of the crowd.  He spots Kat and 
          Mandella singing along.
          
          HIS POV
          
          The gleeful Kat -- dancing and looking completely at ease. 
          None of her usual "attitude".  Patrick is transfixed.  And 
          most definitely attracted.
          
          NEAR THE STAGE Kat looks at Mandella.
          
                                 KAT 
                           (shouting)
                    I need agua!
          
          She makes her way through the crowd to the bar. AT THE BAR
          
          She made it.  She signals for the bartender and as she's 
          waiting, looks around.  She spots Patrick a few feet away
          
                                 KAT 
                           (continuing to 
                           herself) 
                    Shit
          
          She sneaks a glance.  He's staring, but this time he looks 
          away before she can.  Despite herself, she's miffed.
          
          The bartender arrives
          
          BARTENDER 
                           (shouting) 
                    What can I get you?
          
                                 KAT 
                    Two waters.
          
          She looks at Patrick again.  He's completely absorbed in the 
          band.  She scowls.  The bottled water arrives and she 
          marches off, forgetting to pay.
          
          She walks up to Patrick.
          
                                 KAT 
                           (continuing) 
                    You're not fooling anyone.
          
          Patrick looks at her, surprised
          
                                 PATRICK 
                           (yelling) 
                    hey.  Great show, huh?
          
                                 KAT 
                           (yelling)
          
          If you're planning on asking me out you might as well get it 
          over with.
          
                                 PATRICK 
                           (yelling) 
                    Excuse me?
          
                                 KAT 
                           (yelling)
                    That's what you want, isn't it?
          
                                 PATRICK 
                           (yelling; gesturing 
                           toward the band)
                    Do you mind?  You're sort of ruining it 
                    for me.
          
          Kat steams.  And watches him watch the band
          
                                 KAT 
                           (yelling)
                    You're not surrounded by your usual 
                    cloud of smoke.
          
          The band takes a break, so they can stop yelling now
          
                                 PATRICK 
                    I know.  I quit.
          
          He leans back, making no attempt to hit on her.  She moves 
          closer.
          
                                 KAT 
                    Oh, really?
          
          He motions toward the stage
          
                                 PATRICK
                    You know, these guys are no Bikini Kill 
                    or The Raincoats, but they're right up 
                    there.
          
                                 KAT
                    You know who The Raincoats are?
          
                                 PATRICK 
                    Why, don't you?
          
          She's completely taken aback.  He uses the moment to his 
          advantage and brushes her hair back as he speaks right into 
          her ear.
          
                                 PATRICK 
                           (continuing)
                    I watched you out there   I've never 
                    seen you look like that
          
          Kat steps away, brushing the hair back that he just touched 
          Her cheeks pinken.
          
          His cocky side is back in a flash
          
                                 PATRICK 
                           (continuing) 
                    Come to that party with me.
          
          At that moment, the band starts another SONG
          
                                 KAT 
                           (yelling) 
                    What?
          
          The bartender approaches.
          
          BARTENDER 
                           (to Kat, yelling) 
                    You forgot to pay!
          
                                 PATRICK 
                           (yelling) 
                    I got it, Rick.
          
          He tosses some bills on the bar
          
          Rather than thank him, Kat simply watches him, trying to 
          figure out his motive.
          
                                 PATRICK 
                           (continuing; 
                           yelling) 
                    Nine-thirty then.
          
          A few people have gotten between them at the bar and she 
          can't hear a word he's saying.  She gives him one last look 
          and heads back into the crowd.
          
          Patrick smiles.  She didn't say no this time.
          
          EXT. CLUB SKUNK - NIGHT
          
          The crowd files out of the club, Kat and Mandella amongst 
          them.  A^ they're walking toward the parking lot, Patrick 
          coasts by in his truck.  The gears GRIND.  He yells out the 
          window.
          
                                 MANDELLA 
                    What'd he say?
          
                                 KAT 
                    Who cares?
          
          Mandella watches Kat as she stares after Patrick
          
                                 MANDELLA
                    Has he importun'd you with love in 
                    honourable fashion?
          
          Kat glances sharply at her.
          
                                 MANDELLA 
                           (continuing; off 
                           her look)
                    Don't be Cruella with me.  I'm in favor 
                    of romance.  You're the one that wants 
                    to march on Washington every five 
                    minutes.
          
          Kat pokes her, then looks back at the club dreamily.
          
                                 KAT 
                    Gigglepuss was so beyond.
          
          Mandella nods.
          
                                 MANDELLA
                    They were.  I only wish William could 
                    have been here to witness the rebirth of 
                    punk rock with us.
          
          Kat links her arm through Mandella's and they head for the 
          car.
          
                                 KAT
                    So true.
          
          INT. HALLWAY - DAY 
          Cameron and Michael are at Michael's locker.
          
                                 CAMERON
                    So, then she says that she almost 
                    didn't wear the Kenneth Coles with that 
                    dress because she thought she was 
                    mixing, you know, genres. And the fact 
                    that I noticed -- and I'm quoting here -
                    "really meant something."
          
          Cameron looks At Michael expectantly
          
                                 MICHAEL 
                    You told me that part already.
          
                                 CAMERON
                    Hell, I've just been going over the 
                    whole thing in my head and -
          
          Joey appears over Cameron's shoulder.  
          
                                 JOEY 
                    Hey.  Dingo Boingo
          
          Cameron and Michael look at each other And turn around 
          slowly
          
                                 JOEY 
                           (continuing; to 
                           Michael)
                    I hear you're helpin' Verona.
          
                                 MICHAEL 
                    Uh,  yeah.  We're old friend*
          
                                 JOEY 
                    You and Verona?
          
                                 MICHAEL
                    What?  We took bathes together when we 
                    were kids.
          
          It's incredibly obvious that he's lying.  Joey eyes him then 
          turns to Cameron.
          
                                 JOEY
                    What's your gig in all this?
          
                                 CAMERON
                    I'm just the new guy.
          
          Joey turns back to Michael, grabbing the alligator on his 
          shirt and twisting it.
          
                                 JOEY
                    You better not fuck this up.  I'm 
                    heavily invested.
          
                                 MICHAEL
                    Hey -- it's all for the higher good 
                    right?
          
          Joey lets go of Michael and SHOVES Cameron against a locker 
          for good measure, as he walks away-
          
                                 CAMERON
                    Is it about me?
          
          EXT. MISS PERKY'S OFFICE - DAY
          
          Kat sits outside waiting for her appointment, bored and 
          annoyed.
          
          The door opens and Miss Perky escorts Patrick out
          
                                 MISS PERKY
                    You're completely demented.
          
                                 PATRICK
                           (cheery)
                    See you next week!
          
          Kat stands and Patrick sees her.
          
          Miss Perky watches in horror
          
          MISS PERKY
          You two know each other?
          
                                 PATRICK/KAT 
                    Yeah/No.
          
          Miss Perky grabs Kat and shoves her into her office.
          
                                 MISS PERKY 
                           (to Patrick)
                    Dear God, stay away from her.  If you 
                    two ever decided to breed, evil would 
                    truly walk the earth.
          
          Patrick gives Kat one last look before the door shuts, then 
          smiles-
          
          EXT. STRATFORD HOUSE - NIGHT 
          
          The lights are on, illuminating the yard
          
          INT.  STRATFORD HOUSE/UPSTAIRS HALLWAY - NIGHT
          
          Bianca and Chastity stand outside Kat's room.  MUSIC is 
          blaring and the door is shut.  Bianca looks at her watch
          
                                 BIANCA
                    She's obviously not going.
          
          INT. LIVING ROOM - NIGHT
          
          Across the carpet, two pairs of teenage girl feet sneak 
          past.  Bianca and Chastity, teddy bear purses in hand.
          
          FROM THE KITCHEN A RUSTLING is heard.  The girls freeze.
          
          Walter emerges from the kitchen with a mile-high sandwich 
          The girls are like statues.  Walter jumps.
          
                                 BIANCA
                    Daddy, I --
          
                                 WALTER
                    And where're you going?
          
                                 BIANCA
                    If you must know, we were attempting to 
                    go to a small study group of friends.
          
                                 WALTER
                    Otherwise known as an orgy?
          
                                 BIANCA
                    It's just a party. Daddy, but I knew 
                    you'd forbid me to go since "Gloria 
                    Steinem" over there isn't going --
          
          She points to Kat -- Walkman blaring -- who comes 
          downstairs, wearing a baby tee and battered Levis.  Her 
          relaxing-at-home look is about 400 times sexier than her at-
          school look.  She wanders toward the kitchen.
          
          Walter directs his attention toward Kat.
          
                                 WALTER
                    Do you know about any party? Katarina?
          
          Kat shrugs as she comes back out of the kitchen with an 
          apple
          
                                 BIANCA
                    Daddy, people expect me to be there!
          
                                 WALTER
                    If Kat's not going, you're not going.
          
          Bianca turns to Kat, eyes ablaze
          
                                 BIANCA
                    You're ruining my life'  Because you 
                    won't be normal, I can't be normal.
          
                                 KAT 
                    What's normal?
          
                                 BIANCA
                    Bogey Lowenstein's party is normal, but 
                    you're too busy listening to Bitches Who 
                    Need Prozac to know that.
          
                                 WALTER
                    What's a Bogey Lowenstein?
          
          Kat takes off her earphones, ready to do battle
          
                                 BIANCA
                    Can't you forget for just one night 
                    that you're completely wretched?
          
                                 KAT
                    At least I'm not a clouted fen- sucked 
                    hedge-pig.
          
          Bianca tosses her hair.
          
                                 BIANCA
                    Like I'm supposed to know what that 
                    even means.
          
                                 KAT
                    It's Shakespeare.  Maybe you've heard 
                    of him?
          
                                 BIANCA
                    Yeah, he's your freak friend Mandella's 
                    boyfriend.  I guess since I'm not 
                    allowed to go out, I should obsess over 
                    a dead guy, too.
          
                                 WALTER
                    Girls
          
          Kat stares Bianca down
          
                                 KAT
                    I know about the goddamn party.  I'm 
                    going.
          
          Bianca and Chastity look at each other, thrilled, and burst 
          into gleeful screams.
          
          A startled Walter clutches Bianca in a protective hug.
          
                                 WALTER
                    Oh, God.  It's starting.
          
                                 BIANCA
                    It's just a party. Daddy.
          
          Walter looks dazed.
          
                                 WALTER
                    Wear the belly before you go.
          
                                 BIANCA
                    Daddy, no!
          
                                 WALTER
                    Just for a minute
          
          He rushes to a cupboard and pulls out a padded faux-
          pregnancy belly.
          
                                 WALTER
                           (continuing)
                    I want you to realize the weight of 
                    your decisions.
          
          He hangs the belly on her as she stands mortified.
          
                                 BIANCA
                    You are so completely unbalanced.
          
                                 KAT 
                    Can we go now?

          Scanned by http://freemoviescripts.com
          Formatting by http://simplyscripts.home.att.net

          
                                 WALTER
                           (to Bianca)
                    Promise me you won't talk to any boys 
                    unless your sister is present.
          
                                 BIANCA
                    Why?
          
                                 WALTER
                    Because she'll scare them away.
          
          Kat stomps to the door, grabbing her car keys off the hall 
          table and a sweater from the coat rack. She flings open the 
          door and...
          
          There stands Patrick.
          
                                 PATRICK 
                    Nine-thirty right?
          
          Kat's in shock
          
                                 PATRICK 
                           (continuing)
                    I'm early.
          
          She holds up her keys
          
                                 KAT 
                    I'm driving.
          
          He peeks in behind her.
          
                                 PATRICK 
                    Who knocked up your sister?
          
          INT. BOGEY LOWENSTEIN'S HOUSE - NIGHT
          
          BOGEY, a short Future MBA in a tux, greets his guests like a 
          pro, handing out cigars and martinis.
          
                                 BOGEY
                    Nice to see you.  Martini bar to the 
                    right, shots in the kitchen.
          
          The house is filled to capacity with Padua High's finest Kat 
          pushes through the crowd.  Patrick saunters in behind her
          
          INT. BOGEY'S KITCHEN - NIGHT
          
          Joey lines up a row of shots amid much whooping and 
          hollering within the jock crowd.
          
          Kat enters, then quickly tries to make an about face.  Joey 
          sees her and rushes over to block her, standing in the 
          doorway.
          
                                 JOEY
                    Lookin' fresh tonight, Pussy-Kat
          
          Kat gives him a death look and then stops and points at his 
          forehead.
          
                                 KAT
                    Wait -- was that?-- Did your hairline 
                    just recede?
          
          He panics, whipping out a handy pocket mirror   She's 
          already walking away.
          
                                 JOEY 
                    Where ya goin?
          
                                 KAT
                    Away.
          
                                 JOEY 
                    Your sister here?
          
          Kat's face shows utter hatred
          
                                 KAT 
                    Leave my sister alone.
          
                                 JOEY 
                           (smirking) 
                    And why would I do that?
          
          A RUCKUS sounds from the next room
          
                                 JOCK 
                    A fight!
          
          The other jocks rush to watch as two Coffee Kids splash 
          their cupfuls on each other.
          
                                 COFFEE KID #1
                    That was a New Guinea Peaberry, you 
                    Folger's-crystals-slurping-buttwipe.
          
          Caffeinated fists fly.  Joey slithers away from the door to 
          watch, giving Kat one last smirk, just as Bianca walks into 
          the kitchen.
          
                                 JOEY 
                    Just who I was looking for.
          
          He puts his arm around Bianca and escorts her out
          
                                 KAT 
                                 BIANCA
          
          Bianca keeps walking, ignoring Kat
          
          A GUY pouring shots hands Kat one She downs it and accepts 
          another.
          
          GUY
          Drink up, sister.
          
          Patrick walks up
          
                                 PATRICK
                    What's this?
          
                                 KAT 
                           (mocking)
                    "I'm getting trashed, man." Isn't that 
                    what you're supposed to do at a party?
          
                                 PATRICK
                    I say, do what you wanna do.
          
                                 KAT
                    Funny, you're the only one
          
          She downs another.
          
          INT. BOGEY'S LIVING ROOM - NIGHT
          
          Cameron and Michael enter.  Cameron looks, around for his 
          beloved, while Michael schmoozee with all in attendance and 
          dishes dirt simultaneously.
          
                                 MICHAEL 
                           (high-fiving a 
                           jock)
                    Moose, my man! 
                           (to Cameron)
                    Ranked fifth in the state. Recruiters 
                    have already started calling.
          
          Cameron nods intently
          
                                 MICHAEL 
                           (continuing; 
                           grabbing his belt)
                    Yo, Clem. 
                           (to Cameron)
                    A Patsy Cline fan, but hates the new 
                    Leanne Rimes. 
                           (with a Jamaican 
                           swagger)
                    Ziggy, peace, bra. 
                           (to Cameron)
                    Prefers a water pipe, but has been 
                    known to use a bong.
          
          Michael spots Bianca and Chastity, watching the skirmish, 
          and points Cameron's body in her direction.
          
                                 MICHAEL 
                           (continuing)
                    Follow the love, man
          
          ON BIANCA AND CHASTITY Bianca cranes her neck
          
                                 BIANCA
                    Where did he go?  He was just here.
          
                                 CHASTITY 
                    Who?
          
                                 BIANCA
                    Joey.
          
          Cameron walks over.
          
                                 CAMERON
                    Evening, ladies.
          
          Bianca turns and graces him with a pained smile.
          
                                 BIANCA
                    Hi.
          
                                 CAMERON
                    Looks like things worked out tonight, 
                    huh?
          
          Bianca ignores the question and tries to pawn him off
          
                                 BIANCA
                    You know Chastity?
          
                                 CAMERON
                    I believe we share an art instructor
          
                                 CHASTITY 
                    Great
          
                                 BIANCA
                    Would you mind getting me a drink, 
                    Cameron?
          
                                 CAMERON
                    Certainly
                    Pabst?  Old Milwaukee? RaiJieer?
          
          Bianca gives him a tense smile.
          
                                 BIANCA
                    Surprise me.
          
          He heads for the kitchen.  Joey walks up and grabs her 
          around the waist.
          
          She giggles as he picks her up and carries her off -- just 
          as Cameron returns, a beer -- complete with a napkin and 
          straw -- in his hand.
          
          Chastity glares with a jealous fury after Bianca and Joey, 
          then gives Cameron the once-over and walks away.
          
          Michael appears.
          
                                 MICHAEL
                    Extremely unfortunate maneuver.
          
                                 CAMERON
                    The hell is that?  What kind of 'guy 
                    just picks up a girl and carries her 
                    away while you're talking to her?
          
                                 MICHAEL
                    Buttholus extremus.  But hey, you're 
                    making progress.
          
                                 CAMERON
                    No, I ' m not.
          
          He smacks himself in the head
          
                                 CAMERON
                           (continuing)
                    She used me!  She wants to go out with 
                    Dorsey.  Not me.  I'm an idiot!
          
          Michael pats him on the shoulder.
          
                                 MICHAEL 
                    At least you're self-aware
          
          BOGEY'S KITCHEN - NIGHT
          
          Kat and a crowd of White Rastas and Cowboys stand in a 
          drunken group hug singing "I Shot the Sheriff".  Kat has 
          another shot glass in hand.
          
          Patrick is showing a scar to an inebriated, enraptured 
          cheerleader.  He looks up at Kat and smiles meets his eyes 
          then looks away.
          
          INT. BOGEY'S LIVING ROOM - NIGHT 
          
          Bianca stands next to Joey, sipping from her beer
          
                                 JOEY
                    So yeah, I've got the Sears catalog 
                    thing going -- and the tube sock gig " 
                    that's gonna be huge.  And then I'm up 
                    for an ad for Queen Harry next week.
          
                                 BIANCA
                    Queen Harry?
          
                                 JOEY
                    It's a gay cruise line, but I'll be, 
                    like, wearing a uniform and stuff.
          
          Bianca tries to appear impressed, but it's getting 
          difficult.
          
                                 BIANCA
                    Neat...
          
                                 JOEY
                    My agent says I've got a good shot at 
                    being the Prada guy next year.
          
          He looks over her shoulder and waves at someone.  Bianca 
          takes the opportunity to escape.
          
                                 BIANCA
                    I'll be right back.
          
          INT. BOGEY'S BATHROOM - NIGHT
          
          Bianca shuts the door and leans on it with a sigh.  Chastity 
          applies lip-gloss in the mirror.
          
                                 BIANCA
                    He practically proposed when he found 
                    out we had the same dermatologist. I 
                    mean. Dr. Bonchowski is great an all, 
                    but he's not exactly relevant party 
                    conversation.
          
                                 CHASTITY 
                    Is he oily or dry?
          
                                 BIANCA
                    Combination.  I don't know -- I thought 
                    he'd be different.  More of a 
                    gentleman...
          
          Chastity rolls her eyes
          
                                 CHASTITY 
                    Bianca, I don't think the highlights of 
                    dating Joey Dorsey are going to include 
                    door-opening and coat-holding.
          
                                 BIANCA
                    Sometimes I wonder if the guys we're 
                    supposed to want to go out with are the 
                    ones we actually want to go out with, 
                    you know?
          
                                 CHASTITY 
                    All I know is -- I'd give up my private 
                    line to go out with a guy like Joey.
          
          There's a KNOCK at the door.  Bianca opens it to find a very 
          drunken Kat.
          
                                 KAT
                    Bianca, I need to talk to you -- I need 
                    to tell you --
          
                                 BIANCA
                           (cutting her off)
                    I really don't think I need any social 
                    advice from you right now.
          
          Bianca grabs Chastity's arm and they exit
          
          INT. BOGEY'S KITCHEN - NIGHT - LATER 
          
          Patrick tries to remove a shot glass from Kat's hand.
          
                                 PATRICK
          
          Maybe you should let me have it.
          
          Kat is fierce in her refusal to let go
          
                                 KAT
                    I want another one
          
          Joey enters, grabbing Patrick by the shoulder, distracting 
          him from his task.
          
                                 JOEY
                    My man
          
          As Patrick turns, Kat breaks free and dives into the sea of 
          dancing people in the dining room.
          
                                 PATRICK 
                           (annoyed)
                    It's about time.
          
                                 JOEY 
                    A deal's a deal.
          
          He peels off some bills
          
                                 JOEY 
                           (continuing)
                    How'd you do it?
          
                                 PATRICK
                    Do what?
          
                                 JOEY
                    Get her to act like a human
          
          A very drunken Kat jumps up onto the kitchen island and 
          starts dancing by herself.  She lets loose, hair flying. 
          She's almost burlesque.
          
          Others form a crowd, clapping and cheering her on
          
          She swings her head around BANGING it on a copper pot 
          hanging from the rack above the center island.  She starts 
          to sway, then goes down as Patrick rushes over to catch her.
          
          The others CLAP, thinking this is a wonderful finale. 
          Patrick sets her down on her feet, holding her up
          
                                 PATRICK
                    Okay?
          
                                 KAT
                    I'm fine. I'm
          
          She tries to push him away, but staggers when she does grabs  
          her again, bracing her.
          
                                 PATRICK
                    You're not okay.
          
                                 KAT
                    I just need to lie down for awhile
          
                                 PATRICK
                    Uh, uh. You lie down and you'll go to 
                    sleep
          
                                 KAT
                    I know, just let me sleep
          
                                 PATRICK
                    What if you have a concussion? My dog 
                    went to sleep with a concussion and woke 
                    up a vegetable. Not that I could tell 
                    the difference...
          
          She tries to sit on the floor
          
                                 KAT
                    Okay, I'll just sleep but stay awake, 
                    okay?
          
          He pulls her back to her
          
                                 PATRICK
                    C'mon, let's walk
          
          INT. BOGEY'S DINING ROOM - NIGHT
          
          As Patrick walks Kat through the dining room, Cameron  grabs 
          his arm.
          
          CAMERON We need to talk.
          
                                 PATRICK
                    Cameron, I'm a little busy
          
                                 CAMERON
                    It's off. The whole thing.
          
          Kat slides down to the floor and Patrick struggles to  get h 
          back on her feet.
          
                                 PATRICK
                    What 're you talking about?
          
                                 CAMERON
                    She's partial to Joey, not me
          
          Patrick doesn't have time for this.
          
                                 PATRICK
                    Cameron -- do you like the girl?
          
                                 CAMERON
                    Sure
          
                                 PATRICK 
                           (impatient)
                    Then, go get her
          
          Patrick continues walking an oblivious Kat outside. Cameron 
          stands there, unsure how to make use of this advice
          
          EXT. BOGEY LOWENSTEIN'S HOUSE - NIGHT 
          
          Patrick marches Kat around the yard, holding her up
          
                                 KAT
                    This is so patronizing.
          
                                 PATRICK
                    Leave it to you to use big words when 
                    you're shitfaced.
          
                                 KAT
                    Why 're you doing this?
          
                                 PATRICK
                    I told you
          
                                 KAT
                    You don't care if I die
          
                                 PATRICK
                    Sure, I do
          
                                 KAT
                    Why?
          
                                 PATRICK
                    Because then I'd have to start taking 
                    out girls who like me.
          
                                 KAT
                    Like you could find one
          
                                 PATRICK
                    See that?  Who needs affection when 
                    I've got blind hatred?
          
                                 KAT
                    Just let me sit down.
          
          He walks her over to the swingset and plops her down in a 
          swing, moving her hands to hang onto the chains.
          
                                 PATRICK
                    How's that?
          
          She sits and looks at him for a moment with a smile. Then 
          FALLS over backward.
          
                                 PATRICK 
                           (continuing)
                    Jesus.  You're like a weeble
          
          Patrick rushes to right her, then starts pushing her on the 
          swing to keep her entertained.
          
                                 PATRICK 
                           (continuing)
                    Why'd you let him get to you?
          
                                 KAT
                    Who? 
          
                                 PATRICK
                    Dorsey.
          
                                 KAT
                    I hate him.
          
                                 PATRICK
                    I know.  It'd have to be a pretty big 
                    deal to get you to mainline tequila. You 
                    don't seem like the type.
          
                                 KAT
                           (holding up a 
                           drunken head)
                    Hey man. . .  You don ' t think I can 
                    be "cool"?  You don't think I can be 
                    "laid back" like everyone else?
          
                                 PATRICK 
                           (slightly 
                           sarcastic)
                    I thought you were above all that
          
                                 KAT
                    You know what they say
          
          He stops the swing
          
                                 PATRICK
                    No. What do they say?
          
          Kat is asleep, her head resting against the swing's chains.
          
                                 PATRICK 
                           (continuing)
                    Shit!
          
          He drags her to her feet and starts singing loudly.
          
                                 PATRICK 
                           (continuing)
                    Jingle Bells! Jingle Belles! Wake up 
                    damn it!
          
          He sits her down on the slide and shakes her like a rag 
          doll.
          
                                 PATRICK 
                           (continuing)
                    Kat! Wake up!  
          
                                 KAT
                           (waking)
                    What?
          
          He sighs with relief.
          
                                 PATRICK
                    I thought you were...
          
          They share some meaningful eye contact. And then she PUKES 
          on his shoes.
          
          INT. BOGEY'S BATHROOM - NIGHT
          
          Kat washes her face and grabs a bottle of Scope, taking a 
          big swig.
          
          A KNOCK sounds at the door
          
                                 KAT
                    Go away
          
          Bianca opens the door and looks at her sister with the 
          smuggest of all possible grins.
          
                                 BIANCA
                    Dinner taste better on the way out?
          
          Gives her a "don't even start" look.
          
                                 BIANCA
                           (continuing)
                    I don't get you.  You act like you're 
                    too good for any of this, and then you 
                    go totally apeshit when you get here.
          
                                 KAT
                    You're welcome.
          
          She pushes past her and leaves the bathroom.
          
          KAT'S CAR - NIGHT
          
          Kat's in the driver's seat.  Patrick leans in and takes the 
          keys out of the ignition.
          
                                 PATRICK
                    Cute
          
          BOGEY LOWENSTEIN'S HOUSE - NIGHT
          
          Kids loiter on the lawn.  Bianca and Chastity walk outside 
          Joey catches up to them.
          
                                 JOEY
                    A bunch of us are going to Jaret's 
                    house.  Wanna come?
          
          Chastity looks at Bianca, who wears a pained expression.  
          She looks at her watch.
          
                                 BIANCA
                    I have to be home in twenty minutes.
          
                                 CHASTITY 
                           (eagerly, to Joey)
                    I don't have to be home 'til two.
          
                                 JOEY 
                    Then, c'mon.
                           (to Bianca)
                    Maybe next time --
          
          They head back into the party, leaving an astonished Bianca
          
          Cameron exits the party and stops when he sees Bianca 
          standing alone.
          
                                 CAMERON
                           (slightly 
                           accusatory)
                    Have fun tonight?
          
                                 BIANCA
                    Tons
          
          He starts to walk on
          
                                 BIANCA
                           (continuing)
                    Cameron?
          
          He stops. She gives him a helpless smile.
          
                                 BIANCA
                           (continuing)
                    Do you think you could give me a ride 
                    home?
          
          INT. KAT'S CAR - NIGHT
          
          Patrick drives as Kat sits in the passenger seat, fiddling 
          with the radio dial.  She finds a SONG she's happy with and 
          Patrick quickly changes it.
          
                                 PATRICK
                    I'm driving, so I get to pick the 
                    tunes.
          
          She changes it back to her song.
          
                                 KAT
                    It's my car.
          
          He changes it back.
          
                                 PATRICK
                    And I'm in control of it.
          
                                 KAT
                    But it's Gigglepuss - I know you like 
                    them.  I saw you there.
          
          Patrick doesn't have an answer for this, so he let's her 
          listen to her song.
          
                                 KAT 
                           (continuing)
                    When you were gone last year -- where 
                    were you?
          
                                 PATRICK
                    Busy
          
                                 KAT
                    Were you in jail?
          
                                 PATRICK
                    Maybe.
          
                                 KAT
                    No, you weren't
          
                                 PATRICK
                    Then why'd you ask?
          
                                 KAT
                    Why'd you lie?
          
          He doesn't answer, but instead, frowns and turns up the 
          music.  She bobs her head drunkenly.
          
                                 KAT 
                           (continuing)
                    I should do this.
          
                                 PATRICK
                    Do what?
          
                                 KAT
                    This.
          
          She points to the radio
          
                                 PATRICK
                    Start a band?
          
                                 KAT 
                           (sarcastically)
                    My father wouldn't approve of that that
          
                                 PATRICK
                    You don't strike me as the type that 
                    would ask permission.
          
          She turns to look at him.
          
                                 KAT
                    Oh, so now you think you know me?
          
                                 PATRICK
                    I'm gettin' there
          
          Her voice loses it's venom
          
                                 KAT
                    The only thing people know about me is 
                    that I'm "scary".
          
          He turns to look at her -- she looks anything but scary 
          right now.  He tries to hide his smile.
          
                                 PATRICK
          
          Yeah -- well, I'm no picnic myself.
          
          They eye each other, sharing a moment of connection, 
          realizing they're both created the same exterior for 
          themselves.
          
          Patrick pulls into her driveway and shuts off the motor.  He 
          looks up at her house.
          
                                 PATRICK 
                           (continuing)
                    So what ' s up with your dad?  He a 
                    pain in the ass?
          
                                 KAT
                    He just wants me to be someone I'm not.
          
                                 PATRICK
                    Who?
          
                                 KAT
                                 BIANCA
          
                                 PATRICK
                    No offense, but you're sister is 
                    without.  I know everyone likes her and 
                    all, but ...
          
          Kat stares at him with new admiration.
          
                                 KAT
                    You know -- you're not as vile as I 
                    thought you were.
          
          She leans drunkenly toward him.
          
          Their faces grow closer as if they're about to kiss And then 
          Patrick turns away
          
                                 PATRICK
                    So, I'll see you in school
          
          Kat stares at him, pissed.  Then gets out of the car, 
          SLAMMING the door shut behind her.
          
          CAMERON'S CAR - NIGHT
          
          Bianca and Cameron ride in silence.
          He finally breaks it.
          
                                 CAMERON
                    I looked for you back at the party, but 
                    you always seemed to be "occupied".
          
                                 BIANCA
                           (faux-innocence )
                    I was?
          
                                 CAMERON
                    You never wanted to go out with 'me, 
                    did you?
          
          Bianca bites her lip.
          
                                 BIANCA
                           (reluctant)
                    Well, no...
          
                                 CAMERON
                    Then that's all you had to say.
          
                                 BIANCA
                    But
          
                                 CAMERON
                    You always been this selfish?
          
          BIANCA thinks a minute
          
          He pulls up in front of the house
          
                                 CAMERON
                    Just because you're beautiful, doesn't 
                    mean you can treat people like they 
                    don't matter.
          
          She looks at him for a moment -- then grabs his face and 
          gives him a kiss on the lips.  He draws back in surprise, 
          then kisses her back.  She smiles, then gets out of the car 
          without another word.
          
          Cameron grins and drives away
          
                                 CAMERON
                           (continuing)
                    And I'm back in the saddle.
          
          INT. ENGLISH CLASS - DAY
          
          Kat sits at her desk, burying her face in a book as the 
          others enter.  The White Rastas are first.
          
                                 DEREK
                    Kat, my lady, you sway to the rhythm of 
                    my heart.
          
          He grabs her hand and kisses it as she pulls it away.
          
          CLEM, a cowboy, enters, high-fiving Derek with new-found 
          friendliness.
          
                                 CLEM
                    Yippe kai-aye, bra. 
                           (to Kat)
                    Dance for me, cowgirl.
          
          He sits next to Derek
          
                                 CLEM 
                           (continuing)
                    Okay, now tell me again why he didn't 
                    shoot the deputy?
          
                                 DEREK
                    Because the deputy meant him no harm, 
                    my friend.  It was only the sheriff that 
                    was the oppressor.
          
          Joey saunters in and takes his seat.
          
                                 JOEY
                    Kat, babe, you were on fire.
          
          Mrs. Blaise enters and sits at her desk
          
                                 MRS. BLAISE
                    Well now, did everyone have a good 
                    weekend?
          
                                 JOEY 
                    Maybe we should ask Verona
          
          Patrick enters, late, and slinks to his desk.  Kat looks up, 
          down and around, everywhere but at Patrick.
          
          Mrs. Blaise tries to remember what she's supposed to talk 
          about.
          
                                 MRS. BLAISE 
                    Okay then.  Well.
                           (beat)
                    Oh, yes
          
          She clears her throat.
          
                                 MRS. BLAISE 
                           (continuing)
                    I'd like you all to write your own 
                    version of Shakespeare's Sonnet #141.
          
          Groans.
          
                                 MRS. BLAISE 
                           (continuing)
                    Any form you'd like.  Rhyme, no rhyme, 
                    whatever.  I'd like to see you elaborate 
                    on his theme, however. Let's read it 
                    aloud, shall we? Anyone?
          
          The class is frozen in apathy.
          
                                 MRS. BLAISE 
                           (continuing)
                    Derek?
          
          Ms. Blaise hands him the sonnet. He shifts uncomfortably in 
          his seat. Then grins.
          
                                 DEREK 
                           (reading; in his 
                           Rasta stoner drawl)
                    In faith, I do not love thee with mine 
                    eyes/ For they in thee a thousand errors 
                    note/ But 'tis my heart that loves what 
                    they despise/ Who in despite of view is 
                    pleas 'd to dote.
          
          In the back of the room Clem raises his hand
          
                                 CLEM
                    Ms. Blaise, can I get the bathroom 
                    pass?  Damn if Shakespeare don't act as 
                    a laxative on my person.
          
          INT. KENNY'S THAI FOOD DINER - DAY 
          Kat and Mandella scrape the peanuts out of their sauce.
          
                                 MANDELLA
                    You went to the party?  I thought we 
                    were officially opposed to suburban 
                    social activity.
          
                                 KAT
                    I didn't have a choice.
          
                                 MANDELLA
                    You didn't have a choice?  Where's Kat 
                    and what have you done with her?
          
                                 KAT
                    I did Bianca a favor and it backfired.
          
                                 MANDELLA 
                    You didn't
          
                                 KAT
                    I got drunk.  I puked.  I got rejected.  
                    It was big fun.
          
          Patrick enters, walking to the counter to order. He sees Kat 
          and smiles.
          
                                 PATRICK
                    Hey
          
          She gathers her things and bolts out the door.  Patrick 
          looks at Mandella, who shrugs and follows Kat.
          
          INT. BIOLOGY CLASS - DAY Cameron and Michael flank Patrick 
          at his lab table
          
                                 MICHAEL
                    So you got cozy with she who stings?
          
                                 PATRICK
                    No - I've got a sweet-payin' job that 
                    I'm about to lose.
          
                                 CAMERON
                    What'd you do to her?
          
                                 PATRICK
                    I don ' t know. 
                           (beat)
                    I decided not to nail her when she was 
                    too drunk to remember it.
          
          Michael and Cameron look at each other in realization, then 
          turn back to Patrick.
          
                                 CAMERON
          
          You realize this puts the whole operation in peril.
          
                                 PATRICK
          
          No shit.  She won't even look at me
          
                                 CAMERON
          
          Why can't you just tell her you're sorry?
          
          Patrick's expression says that this is not a possibility. 
          Michael makes a time out sign with his hands.
          
                                 MICHAEL
                    I'm on it
          
          INT. HALLWAY - DAY
          
          Mandella is at her locker.  Drawings of William Shakespeare 
          adorn the door.  She looks at them with a sigh, then ties 
          her silk scarf tightly around her neck, in an attempt to cut 
          off her air supply.
          
          Michael walks up.
          
                                 MICHAEL
                    Hey there.  Tired of breathing?
          
                                 MANDELLA 
                           (shyly, as she 
                           loosens the scarf)
                    Hi.
          
                                 MICHAEL 
                    Cool pictures.  You a fan?
          
                                 MANDELLA
                    Yeah.  I guess.
          
          MICHAEL rocks.  Very hip.
          
                                 MANDELLA
                    You think?
          
                                 MICHAEL 
                    Oh yeah.
          
          She looks at him suspiciously
          
                                 MANDELLA
                    Who could refrain that had a heart to 
                    love and in that heart, courage to make 
                    ' B love known?
          
          Michael thinks for a minute.
          
                                 MICHAEL 
                    Macbeth, right?
          
                                 MANDELLA 
                           (happily stunned)
                    Right.
          
                                 MICHAEL 
                    Kat a fan, too?
          
                                 MANDELLA 
                           (puzzled)
                    Yeah...
          
          He leans in close to her, conspiratorially
          
                                 MICHAEL
                    So, listen... I have this friend
          
          EXT. FIELD HOCKEY FIELD - DAY
          
          Cameron sits next to Patrick on the bleachers as they watch 
          Kat's practice.
          
                                 CAMERON
                    She hates you with the fire of a 
                    thousand suns .  That's a direct quote
          
                                 PATRICK
                    She just needs time to cool off I'll 
                    give it a day.
          
          A PUCK flies at them from the field, narrowly missing their 
          heads.
          
                                 PATRICK 
                           (continuing)
                    Maybe two.
          
          He looks at Cameron.
          
                                 PATRICK 
                           (continuing)
                    You makin' any headway?
          
                                 CAMERON
                    She kissed me.
          
                                 PATRICK 
                           (eyebrow raised)
                    Where?
          
          INT. HALLWAY - DAY
          
          Chastity rounds the corner and bends down to get a drink 
          from the water fountain.
          
          NEARBY
          
          Joey stands talking to two JOCK COHORTS.  The guys don't see 
          her.
          
                                 JOEY
                    Don't talk to me about the sweetest 
                    date.  That little halo Bianca is gonna 
                    be prone and proven on prom night.  Six 
                    virgins in a row.
          
          The cohorts chortle Chastity keeps drinking from the 
          fountain
          
          EXT. PARKING LOT - DAY 
          
          Joey leans against Patrick's Jeep.  Patrick is inside.
          
                                 PATRICK
                    I don't know, Dorsey. ..the limo.-the 
                    flowers.  Another hundred for the tux --
          
                                 JOEY
                    Enough with the Barbie n' Ken shit. I 
                    know.
          
          He pulls out his wallet and hands Patrick a wad of money
          
                                 JOEY 
                           (continuing)
                    Take it
          
          Patrick does, with a smile, as he ROARS out of the parking 
          lot.
          
          INT. SCHOOL COURTYARD - DAY 
          
          Kat and Mandella deface a prom flyer.
          
                                 KAT
                    Can you even imagine?  Who the hell 
                    would go to this a bastion of commercial 
                    excess?
          
                                 MANDELLA
                    Well, I guess we're not, since we don't 
                    have dates .
          
                                 KAT
                    Listen to you!  You sound like Betty, 
                    all pissed off because Archie is taking 
                    Veronica.
          
                                 MANDELLA 
                    Okay, okay, we won't go.  It's not like 
                    I have a dress anyway
          
                                 KAT
                    You ' re looking at this from the wrong 
                    perspective.  We're making a statement.
          
                                 MANDELLA 
                           (unconvinced)
                    Oh, good.  Something new and different 
                    for us.
          
          EXT. ARCHERY FIELD - DAY 
          
          Mr. Chapin patrols as boys and girls shoot arrows at targets
          
          Joey swaggers up to Bianca, who is taking careful aim. 
          Chastity watches from across the row.
          
                                 JOEY 
                    Hey, sweet cheeks.
          
                                 BIANCA
                           (not looking at 
                           him)
                    Hi, Joey.
          
                                 JOEY
                    You're concentrating awfully hard 
                    considering it's gym class.
          
          She lets the arrow go and turns to look at him.
          
                                 JOEY 
                           (continuing)
                    Listen, I want to talk to you about the 
                    prom.
          
                                 BIANCA
                    You know the deal.  I can ' t go if Kat 
                    doesn't go --
          
          In the background, a RASTA crumples to the ground.  Hit
          A casualty of Gym.  Mr. Chapin scurries over.
          
                                 JOEY
                    Your sister is going.
          
          Bianca looks at him, surprised
          
                                 BIANCA
                    Since when?
          
          Joey takes the bow and arrow from Bianca's hand.  He draws 
          back and takes aim.
          
                                 JOEY 
                    I'm taking care of it.
          
          Chastity looks over from her spot on the field, but keeps 
          lips firmly shut.
          
          INT. BOOK STORE - DAY
          
          Kat browses through the feminist lit section
          Patrick appears, through a hole in the books.
          
                                 PATRICK
                    Excuse me, have you seen The Feminine 
                    Mystique?  I lost my copy.
          
                                 KAT 
                           (frowning)
                    What are you doing here?
          
                                 PATRICK
                    I heard there was a poetry reading.
          
                                 KAT
                    You 're so --
          
                                 PATRICK
                    Pleasant?
          
          Kat stares at him, deadpan.
          
                                 PATRICK 
                           (continuing)
                    Wholesome.
          
                                 KAT
                    Unwelcome.
          
                                 PATRICK
                    Unwelcome?  I guess someone still has 
                    her panties in a twist.
          
                                 KAT
                    Don't for one minute think that you had 
                    any effect whatsoever on my panties.
          
                                 PATRICK
                    So what did I have an effect on ?
          
                                 KAT
                    Other than my upchuck reflex? Nothing.
          
          She pushes past him and heads out the' door
          Pat looks down at the book he's been holding in his hand:  
          Taming of the Shrew.
          
          INT. CAFETERIA - DAY
          
          Cameron  and Michael flank Patrick as he shovels food into 
          mouth.
          
                                 PATRICK
                    You were right. She's still pissed.
          
                                 MICHAEL
                    Sweet love, renew thy force!
          
                                 PATRICK
                    Man -- don't say shit like that to  me. 
                    People can hear you.
          
                                 CAMERON
                           (exasperated)
                    You humiliated the woman! Sacrifice  
                    yourself on the altar of dignity and  
                    even the score.
          
                                 MICHAEL
                    Best case scenario, you're back on the 
                    payroll for awhile.
          
                                 PATRICK
                    What's the worst?
          
                                 CAMERON
                    You get the girl.
          
          Patrick  thinks for a minute
          
                                 PATRICK
                    If I go down. I'm takin' her with me
          
          INT. ENGLISH CLASS - DAY
          
          Kat and the other students sit at their desks, taking a quiz 
          Patrick's seat is conspicuously empty.
          
          From outside, we hear the soft, unsure beginnings of a SONG. 
          Kat looks up, then out the window, HORRIFIED.
          
          The song grows louder until we realize it's The Partridge 
          Family's "I Think I Love You".  Being sung by Patrick.
          
                                 PATRICK 
                           (0. S.)
                    "This morning, I woke up with this 
                    feeling, I didn't know how to deal with, 
                    and so I just decided to myself--"
          
          The STUDENTS rush to the window. OUTSIDE Patrick stands 
          beneath the window, crooning.
          
          Scurvy is next to him, keeping the beat on the bongos and 
          doing backup vocal s.
          
                                 PATRICK
                    "I'd hide it to myself.  And never talk 
                    about it.  And didn't I go and shout it 
                    when you walked into the room --"
          
          He makes quite a sarcastic show of it.
          
          IN THE CLASSROOM
          
          Mrs. Blaise touches her heart, as if the song is for her. 
          Kat slowly walks to the window, peeking below.
          
          OUTSIDE
          
          Patrick smiles at her as he finishes the verse with a big 
          finale.
          
                                 PATRICK 
                           (continuing)
                    " I think I love you I "
          
          INSIDE
          
          The other students laugh, clap, cheer, etc. Kat sinks down, 
          mortified, but with a slight smile
          
          INT. DETENTION HALL - DAY
          
          Patrick and several other miscreants sit quietly, mulling 
          over their misfortune.
          
                                 MISCREANT 
                    Nice song, Verona.
          
                                 PATRICK
                    Flog me.
          
          He makes the appropriate hand gesture
          
          Mr. Chapin, the gym teacher, sits at the desk in front, 
          ignoring them while he reads a girly weightlifting magazine
          
                                 KAT (0. S.)
                    Excuse me, Mr. Chapin?
          
          Patrick looks up at the sound of her voice and sees Kat 
          standing in the doorway.  She gives him a smile and he perks 
          up a little.
          
          Kat walks into the room and addresses Mr. Chapin again. He 
          turns fully to face her.
          
                                 KAT
                    Sir, I'd like to state for the record 
                    that Mr. Verona ' s current 
                    incarceration is unnecessary.  I never 
                    filed a complaint.
          
                                 MR. CHAPIN 
                    You didn't have to.  He disrupted a 
                    classroom.
          
          Kat glances over at Patrick and motions her head toward the 
          window.
          
          Patrick shrugs, not knowing what she ' s talking about.
          
          She motions again, and looks toward the window with an 
          expression that says, "Make a break for it, moron."
          
          Kat brings her attention back to Mr. Chapin while Patrick 
          inches out of his seat toward the window.
          
          The other miscreants watch with glee.
          
                                 KAT
                    But, Mr. Chapin, I hardly think a 
                    simple serenade warrants a week of 
                    detention.  There are far more hideous 
                    acts than off-key singing being 
                    performed by the student body on a 
                    regular basis.
          
          Patrick is halfway out the window now.  And none too happy 
          about it, considering they're on the second floor.
          
          He eyes a large TREE a few feet away from MR. CHAPIN.  He 
          starts to turn away from Kat
          
                                 MR. CHAPIN 
                    You're not gonna change my mind, Kat. 
                    Rules stick.
          
          Kat starts to panic, as Patrick has yet to make the jump for 
          the tree.
          
                                 KAT
                    Wait, Mr. Chapin.  There's something 
                    I've always wanted to show you.
          
          He turns back toward her again, the very second before he 
          would have spotted Patrick.
          
          Kat glances toward the window.  Patrick's just about to make 
          the jump.
          
                                 MR. CHAPIN 
                    What?
          
                                 KAT
                    These.
          
          From behind, we see her lift up her shirt and flash her bra 
          at Mr. Chapin, just as Patrick makes the Jump.
          
          The miscreants cheer, for both the daring' escape and the 
          flash of skin.
          
          Mr. Chapin reddens and tries to be stern.
          
                                 MR. CHAPIN 
                    I'm going to let that slide, Katarina.  
                    But if I catch you doing that again, 
                    you'll be in here with the rest of these 
                    guys.
          
          He motions to the remaining detention prisoners, without 
          noticing Patrick's absence.
          
          Kat smiles at him.
          
                                 KAT
                    Thank you, Mr. Chapin.
          
          Kat bolts out the door.  Mr. Chapin goes back to his muscle 
          mag, wiping the sweat from his brow.
          
          EXT. SCHOOL CAMPUS LAWN
          
          Kat arrives at the tree. looking around breathlessly, seeing 
          no one.
          
                                 KAT
                    He left!  I sprung the dickhead and he 
                    cruised on me.
          
                                 PATRICK 
                           (0. S.)
                    Look up, sunshine
          
          She does.  He's still in the tree
          
                                 PATRICK
                    I guess I never told you I'm afraid of 
                    heights.
          
                                 KAT
                           (smiling)
                    C'mon.  It's not that bad
          
                                 PATRICK
                    Try lookin' at it from this angle
          
          She assesses the branch structure
          
                                 KAT
                    Put your right foot there --
          
                                 PATRICK
                    Forget it.  I'm stayin'.
          
                                 KAT
                    You want me to climb up and show you 
                    how to get down?
          
                                 PATRICK
                           (voice trembling)
                    Maybe.
          
          She sighs and dose so.  When she gets to his level, she 
          perches on the branch next to him.  He grins at her.
          
          Then swings himself down with the grace and ease of a 
          monkey, leaving her sitting there, realizing she's been 
          duped.
          
                                 KAT
                    You shit!
          
          She climbs down after him
          
          EXT. OUTDOOR ARCADE - DAY 
          
          Patrick and Kat walk amongst the games
          
                                 KAT
                    The Partridge Family?
          
                                 PATRICK
                    I figured it had to be something 
                    ridiculous to win your respect.  And 
                    piss you off.
          
                                 KAT
                    Good call.
          
                                 PATRICK
                    So how'd you get Chapin to look the 
                    other way?
          
                                 KAT
                    I dazzled him with my wit
          
          She stops and picks up a toy gun that SHOOTS water at 
          giggling hyenas and wails on it.  The barker hands her a 
          stuffed animal as her prize.  She hands it to the small KID 
          next to her and they continue walking.
          
                                 PATRICK 
                           (sarcastic)
                    A soft side? Who knew?
          
                                 KAT
                    Yeah, well, don't let it get out
          
                                 PATRICK
                    So what's your excuse?
          
                                 KAT
                    Acting the way we do.
          
                                 PATRICK
                    Yes
          
                                 KAT
                    I don't like to do what people expect.  
                    Then they expect it all the time and 
                    they get disappointed when you change.
          
                                 PATRICK
                    So if you disappoint them from the 
                    start, you're covered?
          
                                 KAT
                    Something like that
          
                                 PATRICK
                    Then you screwed up
          
                                 KAT
                    How?
          
                                 PATRICK
                    You never disappointed me.
          
          She blushes under his gaze
          
                                 PATRICK 
                           (continuing)
                    You up for it?
          
                                 KAT
                    For. . . ?
          
          He motions to the SIGN for a paint-ball game. She grins 
          SERIES OF SHOTS:
          
          The two of them creep through the paint-ball course, 
          stealthy and full of the desire to best the other.
          
          Patrick nails Kat in the back with a big glob of red paint 
          Kat gets him in the chest with a glob of blue.
          
          Patrick returns fire with a big yellow splat to the side of 
          her face.
          
          Kat squirts a green shot to his forehead After a few more 
          shots, they're both covered in paint
          
          She tries to shoot him again, only to find that her gun is 
          empty.
          
                                 KAT 
                           (continuing)
                    Damn it!
          
          Patrick grabs her in a victorious tackle.  They land, 
          laughing.
          
          It's hard to even recognize them, as their hair and faces 
          are so smeared with paint globs, but they still manage to 
          find each other's eyes.
          
          He wipes a smear of blue paint away from her lips,  as he 
          goes to kiss her.
          
          NEARBY The kid with the stuffed animal, points
          
                                 KID 
                    Look, Mom
          
          His mother hurries him away. What's started as a tackle has 
          turned into a passionate kiss
          
          EXT. STRATFORD HOUSE - NIGHT
          
          Patrick pulls up in Kat's driveway.  Their paint wardrobe 
          has dried by now and they look like refugees from some 
          strange, yet colorful, war.
          
                                 KAT
                    State trooper?
          
                                 PATRICK
                    Fallacy.
          
                                 KAT
                    The duck?
          
                                 PATRICK
                    Hearsay.
          
                                 KAT
                    I know the porn career's a lie.
          
          He shuts off the car and turns to her.
          
                                 PATRICK
                    Do you?
          
          He kisses her neck.  It tickles.  She laughs.
          
                                 KAT
                    Tell me something true.
          
                                 PATRICK
                    I hate peas.
          
                                 KAT
                    No -- something real.  Something no one 
                    else knows.
          
                                 PATRICK 
                           (in-between kisses)
                    You're sweet.  And sexy.  And 
                    completely hot for me.
          
                                 KAT
                    What?
          
                                 PATRICK
                    No one else knows
          
                                 KAT
                    You're amazingly self-assured. Has 
                    anyone ever told you that?
          
                                 PATRICK
                    Go to the prom with me
          
          Kat's smile disappears.
          
                                 KAT
                    Is that a request or a command?
          
                                 PATRICK
                    You know what I mean
          
                                 KAT
                    No.
          
                                 PATRICK
                    No what?
          
                                 KAT
                    No, I won't go with you
          
                                 PATRICK
                    Why not?
          
                                 KAT
                    Because I don't want to. It's a stupid 
                    tradition.
          
          Patrick sits quietly, torn. He can't very well tell her he 
          being paid to take her.
          
                                 PATRICK
                    People won't expect you to go...
          
          Kat turns to him, getting angry.
          
                                 KAT
                    Why are you doing this?
          
                                 KAT
                    All of it -- what's in it for you?
          
          He sits silently, not looking at her, confirming her 
          suspicions.
          
                                 KAT 
                           (continuing)
                    Create a little drama?  Start a new 
                    rumor?  What?
          
                                 PATRICK
                    So I have to have a motive to be with 
                    you?
          
                                 KAT
                    You tell me.
          
                                 PATRICK
                    You need therapy.  Has anyone ever told 
                    you that?
          
                                 KAT 
                           (quietly)
                    Answer the question, Patrick
          
                                 PATRICK 
                           (angry)
                    Nothing!  There's nothing in it for me.  
                    Just the pleasure of your company.
          
          He takes out a cigarette.  She breaks it in half before she 
          SLAMS the car door and walks into the house.
          
          Patrick PEELS out of the driveway. Kat turns at the front 
          door and watches him go
          
          EXT. STREET - NIGHT 
          
          Patrick pulls up to a stop light and waits for .the green
          
          He glances over at A DRUNKEN HOMELESS GUY in the median, who 
          has decided that he doesn't need to wear pants.
          
          Patrick pulls out his wallet, takes the wad of money Joey 
          gave him and hands it to the homeless guy.
          
                                 PATRICK
                    cover that up
          
          The light turns green and Patrick pulls away
          
          INT. STRATFORD HOUSE/BATHROOM - NIGHT
          
          Kat stands at the sink, scrubbing paint off of her face 
          Bianca TAPS on the open door.
          
                                 BIANCA
                    Quick question -- are you going to the 
                    prom?
          
          Kat pushes the door shut with a SLAM
          
          INT. STUDY HALL - DAY
          
          Cameron and Bianca sit together at their study cubby.  She 
          fingers a strand of her hair.
          
                                 BIANCA
                    Then Guillermo says, "If you go any 
                    lighter, you're gonna look like an extra 
                    on 90210."
          
                                 CAMERON
                    No...
          
          Bianca stares at him for a moment.
          
                                 BIANCA
                    do you listen to this crap?
          
                                 CAMERON
                    What crap?
          
                                 BIANCA
                    Me.  This endless ...blonde babble. I'm 
                    like, boring myself.
          
                                 CAMERON
                    Thank God!  If I had to hear one more 
                    story about your coiffure...
          
          He mock stabs himself with a pencil as she giggles and 
          smacks his hand away.
          
                                 CAMERON
                           (continuing)
                    I figured you'd get to the good stuff 
                    eventually.
          
                                 BIANCA
                    What good stuff?
          
                                 CAMERON
                    The "real you".
          
                                 BIANCA
                    Like my fear of wearing pastels?
          
          He looks stricken.
          
                                 BIANCA
                           (continuing)
                    I'm kidding. 
                           (beat)
                    You know how sometimes you just become 
                    this "persona"?  And you don't know how 
                    to quit?
          
                                 CAMERON
                           (matter of fact)
                    No
          
                                 BIANCA
                    Okay -- you're gonna need to learn how 
                    to lie.
          
          INT. HALLWAY - DAY
          
          Mandella struggles with the lock on her locker.  Finally, it 
          opens.
          
          Hanging inside is a beautiful DRESS, inspired by the 16th 
          Century.  Mandella slowly unpins a NOTE from the dress.
          
          INSERT - "0 FAIR ONE.  JOIN ME AT THE PROM.  I WILL BE 
          WAITING.  LOVE, WILLIAM S."
          
          Mandella's agog.  Trevor walks by and sees her holding the 
          dress.
          
                                 TREVOR
                    You're gonna look splendiferous in 
                    that, Mandella.
          
          Mandella looks up sharply, shaken from her reverie.
          
                                 TREVOR 
                           (continuing)
                    that's cool to say.
          
          Mandella grins It is
          
                                 MANDELLA
          
          INT. STRATFORD HOUSE/DEN - DAY
          
          Sharon is at her computer, Walter at his exercise bike
          
                                 SHARON
                    Would you rather be ravished by a 
                    pirate or a British rear admiral?
          
                                 WALTER
                    Pirate -- no question.
          
          Bianca enters and walks over to Walter
          
                                 BIANCA
                    Daddy, I want to discuss the prom with 
                    you. It's tomorrow night --
          
                                 WALTER
                    The prom?  Kat has a date?
          
                                 BIANCA
                    No, but
          
                                 WALTER
                    It's that hot rod Joey, right? That ' s 
                    who you want me to bend my rules for?
          
                                 BIANCA
                    He's not a "hot rod".  Whatever that 
                    is.
          
                                 WALTER
                    You're not going unless your sister 
                    goes.  End of story.
          
                                 BIANCA
                    Fine.  I see that I'm a prisoner in my 
                    own house.  I'm not a daughter. I'm a 
                    possession!
          
          Bianca storms out.
          
                                 WALTER
                           (calling out)
                    You know what happens at proms?
          
          Sharon stops her typing and looks up at Walter
          
                                 SHARON
                    They'll dance, they'll kiss, they'll 
                    come home.  Let her go.
          
                                 WALTER
                    Kissing?  Is that what you think 
                    happens?  Kissing isn't what keeps me up 
                    to my elbows in placenta all day.
          
          INT. BIANCA'S ROOM - NIGHT 
          
          Bianca lies on her bed.  MTV blares.  A KNOCK sounds.
          
          BIANCA
          Come in.
          
          Kat enters and sits down on the bed, muting the TV.
          
                                 KAT 
                           (kindly)
                    Listen, I know you hate having to sit 
                    home because I'm not Susie High School.
          
                                 BIANCA
                    Like you care.
          
                                 KAT
                    I do care. But I'm a firm believer in 
                    doing something for your own reasons, 
                    not someone else ' s .
          
                                 BIANCA
                    I wish I had that luxury. I'm the only 
                    sophomore that got asked to the prom and 
                    I can't go, because you won ' t.
          
          Kat clears her throat
          
                                 KAT
                    Joey never told you we went out, did 
                    he?
          
                                 BIANCA
                    What?
          
                                 KAT
                    In 9th.  For a month
          
                                 BIANCA
                           (confused)
                    Why?
          
                                 KAT 
                           (self-mocking)
                    He was, like, a total babe
          
                                 BIANCA
                    But you hate Joey
          
                                 KAT
                    Now I do.  Back then, was a different 
                    story.
          
                                 BIANCA
                    As in...
          
          Kat takes a deep breath.
          
                                 KAT
                    He said everyone was doing it.  So I 
                    did it.
          
                                 BIANCA
                    You did what?
          
                                 KAT 
                           (continuing on)
                    Just once.  Afterwards, I told him I 
                    didn't want to anymore.  I wasn't ready.  
                    He got pissed.  Then he broke up with 
                    me.
          
          Bianca stares at her, dumbfounded
          
                                 BIANCA
                    But
          
                                 KAT
                    After that, I swore I'd never do 
                    anything just because "everyone else" 
                    was doing it.  And I haven't since. 
                    Except for Bogey's party, and my 
                    stunning gastro-intestinal display --
          
                                 BIANCA
                           (stunned)
                    Why didn't you tell me?
          
                                 KAT
                    I wanted to let you make up your own 
                    mind about him.
          
                                 BIANCA
                    No. you didn't!  If you really thought 
                    I could make my own decisions, you 
                    would've let me go out with him instead 
                    of helping Daddy hold me hostage.
          
          Kat stands up slowly
          
                                 KAT
                    That's not
          
                                 BIANCA
                    I'm not stupid enough to repeat your 
                    mistakes.
          
                                 KAT
                    I guess I thought I was protecting you.
          
                                 BIANCA
                    God, you're just like him! Just keep me 
                    locked away in the dark, so I can't 
                    experience anything for myself
          
                                 KAT
                    Not all experiences are good, Bianca. 
                    You can't always trust the people you 
                    want to.
          
                                 BIANCA
                    I guess I'll never know, will I?
          
          She rises and holds the door open for Kat, then slams it 
          behind her.
          
          EXT. STRATFORD HOUSE - DAY 
          
          A sprinkler cruises the lawn.
          
          INT. KAT'S ROOM - DAY
          
          Kat lies in bed, staring at the ceiling.  She rolls over and 
          picks up the phone.
          
          BIANCA'S ROOM - DAY
          
          Bianca, still in her pajamas, eats a bowl of cereal while 
          watching "I Love Lucy" reruns.
          
          A KNOCK sounds
          
                                 BIANCA
                    Come in.
          
          Kat opens the door and peers in with a grin
          
                                 KAT
                    Feel like shopping?
          
          Bianca looks up, hopefully.
          
          LIVING ROOM - NIGHT
          
          Walter and Sharon are in front of the television.  Walter 
          has the TV Guide in hand, glasses on.
          
                                 WALTER
                    What do you wanna watch?  We've got 
                    crap, crap, crap or crap
          
                                 SHARON 
                    Dr. Ruth?
          
          Bianca walks into the living room.  She's wearing a prom 
          dress.
          
                                 BIANCA
                    Hi, Mommy.
                           (looking away)
                                 WALTER
          
          Walter scurries takes off his glasses and looks from Bianca 
          to Sharon.
          
                                 SHARON 
                    Honey, you look beautiful!
          
                                 BIANCA
                    You like?  My date should be here in 
                    five.
          
                                 WALTER
                    I'm missing something.
          
                                 BIANCA
                    I have a date, Daddy.  And he ' s not a 
                    captain of oppression like some men we 
                    know.
          
          The DOORBELL RINGS.  Bianca runs to open it.  There stands 
          CAMERON.  He takes in Bianca's outfit.
          
                                 CAMERON
                    Wow
          
                                 BIANCA
                    Let's go.
          
          Walter rises.  Sharon pulls him back down on the couch
          
                                 SHARON 
                           (to Bianca)
                    Have a great time, honey!
          
                                 WALTER
                    But -- who -- what --?
          
          The door SLAMS.  As Sharon looks at Walter with a grin, a 
          blur rushes down the stairs and out the door.  The blur has 
          Kat ' s voice.
          
                                 KAT
                    Hey, guys. I'm going to the prom. See 
                    you in a few.
          
          The door SLAMS again.  Walter and Sharon 'are alone
          
                                 WALTER
                    What just happened?
          
                                 SHARON
                    Your daughters went to the prom.
          
                                 WALTER
                    Did I have anything to say about it?
          
                                 SHARON 
                    Absolutely not.
          
                                 WALTER
                    That ' s what I thought
          
          The DOORBELL RINGS again. Walter opens it to find Joey on 
          the porch, wearing a tux.
          
                                 JOEY 
                    I'm here to pick up Bianca.
          
                                 WALTER
                    late
          
          He SLAMS the door shut
          
          EXT  HOTEL PARKING LOT - NIGHT
          
          Kat pulls up in her car, emerging resplendent in an ice 
          gown.
          
          Patrick sits on the steps, waiting.  In a tux.
          
                                 KAT
                    How'd you get a tux at the last minute?
          
                                 PATRICK
                    It's Scurvy's.  His date got convicted.  
                    Where'd you get the dress?
          
                                 KAT
                    It's just something I had.  You know
          
                                 PATRICK 
                           (smiling)
                    Oh huh
          
                                 KAT
                    Look, I'm  -- sorry -- that I 
                    questioned your motives.  I was wrong.
          
          Patrick winces slightly, but covers it with a smile
          
                                 PATRICK
                    No prob.
          
          He remains seated.  Kat fidgets nervously.
          
                                 KAT
                    are you ready?
          
          He rises and stares at her, taking in her image 
          appreciatively.  She blushes and turns away.
          
                                 KAT 
                           (continuing)
                    C'mon.  Let's get this over with.
          
          INT.  PROM - NIGHT
          
          A hotel ballroom transformed into a fantasy world.  Patrick 
          and Kat enter, Kat attempting to deny the romance of it.
          
                                 KAT
                    Quite the ostentatious display
          
          A cowboy two-steps by them, dragging some poor girl around
          
                                 PATRICK
                    Look, Clem even wore his good boots
          
          Kat steps forward, looking around and spots Cameron and 
          Bianca dancing cheek to cheek.  She smiles.
          
          ACROSS THE ROOM
          
          Mandella enters nervously, in the long Elizabethan gown, 
          hair piled on top of her head.  She spots Kat and hurries 
          over.
          
                                 MANDELLA
                    Have you seen him?
          
                                 KAT
                    Who?
          
                                 MANDELLA
                    William - he asked me to meet him here.
          
                                 KAT
                    Oh, honey -- tell me we haven't' 
                    progressed to full-on hallucinations.
          
          Patrick looks toward the door and taps Kat.  She turns and 
          points Mandella the same way.
          
          Michael - in full Shakespearean dress with a new goatee on 
          his chin - bows in their direction. Mandella's grin couldn't 
          be bigger.
          
          Michael swashbuckles over to them, taking Mandella's hand 
          and leading her onto the dance floor.
          
                                 MICHAEL 
                    Mi' lady.
          
                           (to Patrick)
                    Good sir.
          
          Patrick rolls his eyes.
          
          INT.  PROM - NIGHT - LATER
          
          Kat and Patrick dance to a slow SONG.  Whatever he's 
          whispering into her ear is making her laugh.
          
          Cam and Bianca dance nearby, glowing with happiness. She 
          whispers something in his ear and heads for the ladies' room
          
          INT. LADIES ROOM - NIGHT
          
          Bianca walks in, positively radiant. Chastity emerges from a 
          stall.
          
                                 BIANCA
                           (surprised)
                    What are you doing here?
          
          Chastity checks her hair in the mirror,  aloof.
          
                                 CHASTITY 
                    You think you ' re the only sophomore 
                    at the prom?
          
                                 BIANCA
                    I did.
          
          Chastity maintains her snooty tone.
          
                                 CHASTITY 
                    And just so you know, my date isn't 
                    planning on spending most of the night 
                    in his backseat.
          
          BIANCA What're you talking about?
          
                                 CHASTITY 
                    Joey Dorsey is only after one thing - - 
                    your cherry. He practically made a 
                    public announcement.
          
          Appalled, Bianca storms out. Chastity  tries to backpedal.
          
                                 CHASTITY 
                           (continuing)
                    I wanted to tell you
          
          INT.  PROM - NIGHT
          
          Joey, drunk, disorderly and pissed off, walks in with a few 
          stray jocks - also dateless.  He zeroes in on Cameron, now 
          consoling a pissed-off Bianca.
          
          Patrick and Kat continue to slow dance, oblivious to the 
          evil about to erupt.
          
                                 PATRICK
                    My grandmother's .
          
                                 KAT
                    What?
          
                                 PATRICK
                    That's where I was last year.  She'd 
                    never lived alone -- my grandfather died 
                    -- I stayed with her.  I wasn't in jail, 
                    I don't know Marilyn Manson, and I've 
                    never slept with a Spice Girl.  I spent 
                    a year sitting next to my grandma on the 
                    couch watching Wheel of Fortune.  End of 
                    story.
          
          He takes a breath and looks away, not meeting her eyes. Kat 
          stares at him for a moment and laughs a delighted laugh
          
                                 KAT
                    That ' s completely adorable!
          
                                 PATRICK
                    It gets worse -- you still have your 
                    freshman yearbook?
          
          He's interrupted by Joey's hand on his shoulder.
          
                                 JOEY
                    What's Bianca doing here with that 
                    cheese dick?  I didn't pay you to let 
                    some little punk ass snake me.
          
          ACROSS THE ROOM
          
          Michael spots the altercation and dances Mandella over to 
          Cameron and Bianca.
          
                                 MICHAEL 
                           (to Cameron)
                    Feces hitting fan.  C'mon
          
          Michael takes Cameron aside, leaving Mandella and Bianca 
          staring after them.
          
          ACROSS THE ROOM
          
          Michael and Cameron approach Joey as he continues to taunt 
          Patrick who keeps quiet, realizing the weight of this 
          situation.
          
                                 MICHAEL 
                           (continuing)
                    Joey, pal, compadre.  Let's take it 
                    easy.
          
          Joey turns toward Michael and Cameron.
          
          JOEY You two are in big trouble
          
          Cameron faces Joey.
          
                                 CAMERON
                    Admit it.  You lost.  Be a man.
          
          Joey PUNCHES Cameron in the face, taking him by surprise 
          Cameron holds his nose as it bleeds onto his tux
          
          The various cliques descend angrily and Joey is soon 
          surrounded by seething Cowboys, Coffee Kids and White 
          Rastas.
          
                                 DEREK 
                    Very uncool, my brother
          
                                 JOEY
                    I'm not your brother, white boy.
          
          The other Rastas GASP, as if stung by the realization that 
          they're white.
          
          Joey turns back to Patrick and Kat.
          
                                 JOEY 
                           (continuing)
                    Just so you know -- she'll only spread 
                    her legs once.
          
          Kat looks from Joey to Patrick, not sure what she's hearing. 
          Joey pushes through the crowd but a HAND drags him back. 
          It's Bianca.  And she BELTS the hell out of him
          
                                 BIANCA
                    That's for making my date bleed
          
          She BELTS him again
          
                                 BIANCA
                           (continuing)
                    That's for my sister.
          
          And AGAIN
          
                                 BIANCA
                           (continuing)
                    And that's for me.
          
          Cliques now descend on Joey, punching him wildly.
          
                                 COWBOY
                    And that's for the fourth grade, 
                    asshole.
          
          HOTEL - NIGHT 
          
          KAT runs down the stairs, Patrick chasing her
          
                                 PATRICK
                    Wait I...
          
                                 KAT
                    You were paid to take me out!  By -- 
                    the one person I truly hate.  I knew it 
                    was a set-up!
          
                                 PATRICK
                    It wasn't like that.
          
                                 KAT
                    Really?  What was it like?  A down 
                    payment now, then a bonus for sleeping 
                    with me?
          
                                 PATRICK
                    I didn't care about the money.
          
          He catches up to her now
          
                                 PATRICK 
                           (continuing)
                    I cared about --
          
          She turns to face him with a countenance more in sorrow than 
          in anger.
          
                                 KAT
                    You are so not what I thought you were.
          
          He grabs her and kisses her to shut her up.  After a second, 
          she jerks away and flees down the stairs and out of sight.
          
          Bianca stands at the top of the stairs, watching.  She's 
          never looked more guilty.
          
          INT. STRATFORD HOUSE - DAY
          
          Kat is sprawled on the couch in sweats, wrapped in a 
          blanket, watching "Sixteen Candles".  When Molly Ringwald 
          leans across the birthday cake to get a kiss from her dream 
          date, Kat changes the channel disgustedly, settling for an 
          infomercial
          
          The phone sits next to her.  Not ringing.  Bianca breezes 
          in, bearing a cup of tea.
          
                                 BIANCA
                    Are you sure you don't want to come 
                    with us?  It'll be fun.
          
          Kat takes the tea and gives a weak smile.
          
                                 KAT
                    I ' m sure .
          
          Bianca sits down next to her
          
                                 BIANCA
                    You looked beautiful last night, you 
                    know.
          
                                 KAT
                    So did you
          
          Bianca gives her a squeeze, then jumps up when the DOORBELL 
          rings, opening the door to a waiting Cameron.  He peeks his 
          head inside.
          
                                 CAMERON
                    She okay?
          
                                 BIANCA
                    I hope so.
          
          The door shuts behind her as Walter enters.
          
                                 WALTER
                    Was that your sister?
          
                                 KAT
                    Yeah.  She left with some bikers Big 
                    ones.  Full of sperm.
          
                                 WALTER
                    Funny.
          
          Walter sits down on the arm of the chair and watches the 
          infomercial with Kat.
          
                                 WALTER
                           (continuing)
                    I don't understand the allure of 
                    dehydrated food.  Is this something I 
                    should be hip to?
          
                                 KAT
                    No, Daddy.
          
                                 WALTER
                           (dreading the 
                           answer)
                    So tell me about this dance. Was it 
                    fun?
          
                                 KAT
                    Parts of it.
          
                                 WALTER
                    Which parts?
          
                                 KAT
                    The part where Bianca beat the hell out 
                    of some guy.
          
                                 WALTER
                    Bianca did what?
          
                                 KAT
                    What's the matter?  Upset that I rubbed 
                    off on her?
          
                                 WALTER
                    No -- impressed.
          
          Kat looks up in surprise.
          
                                 WALTER
                           (continuing)
                    You know, fathers don't like to admit 
                    that their daughters are capable of 
                    running their own lives.  It means we've 
                    become spectators.  Bianca still lets me 
                    play a few innings.  You've had me on 
                    the bleachers for years.  When you go to 
                    Sarah Lawrence, I won't even be able to 
                    watch the game.
          
                                 KAT 
                           (hopeful)
                    When I go?
          
                                 WALTER
                    Oh, Christ.  Don't tell me you've 
                    changed your mind.  I already sent 'em a 
                    check.
          
          Kat reaches over and gives him a hug
          
          INT. CAFETERIA - DAY Kat stands grabs a box of cornflakes 
          from the food line.
          
                                 CAMERON (0. S.)
                    Katarina?
          
          She turns and looks at him
          
                                 CAMERON
                    I'd like to express my apologies.
          
                                 KAT
                    For what?
          
                                 CAMERON
                           (looking down)
                    I didn't mean for you to get -- When 
                    Bianca asked me to find you a boyfriend, 
                    I had no idea it would turn out so -- 
                    ugly. I would never have  done anything 
                    to compromise your - - -
          
          He trails off when he realizes she's thrown her food tray 
          against the wall and marched off -- the old "kill, kill" 
          look back in her eyes.
          
          INT. HALLWAY - DAY 
          
          Kat stomps up the hallway, full of menace
          
          CLASSROOM - DAY
          
          Bianca's English teacher perches on the edge of a desk, open 
          book in hand.
          
                                 TEACHER
                    Who can tell me at what point Lucentio 
                    admits his deception?
          
          The door of the classroom FLIES open and an angry Kat stalks 
          in, yanking Bianca from her chair and dragging her toward 
          the hallway.
          
                                 KAT 
                           (to the teacher)
                    Family emergency.
          
          HALLWAY - DAY
          
          Bianca tries to pull away as Kat drags her by the hair 
          between two rows of lockers.
          
                                 BIANCA
                    Let go!
          
                                 KAT
                    You set me up.
          
                                 BIANCA
                    I just wanted --
          
                                 KAT
                    What? To completely damage me?  To send 
                    me to therapy forever? What?
          
                                 BIANCA
                    No! I just wanted
          
          Miss Perky walks up
          
                                 MISS PERKY
                    Ladies?  Shall we take a trip to my 
                    office?
          
          INT. MISS PERKY'S OFFICE - DAY
          
          Miss Perky stares at both sisters as they sit before her, 
          then focuses on Bianca.
          
                                 MISS PERKY
                    So you're the real bitch
          
                                 BIANCA
                    Yes!  Okay?  Yes -- I'm the real bitch.  
                    I wanted her to get a boyfriend so I 
                    could.  Apparently, this makes me a 
                    horrible person.  I'm sorry.
          
          She turns to Kat.
          
                                 BIANCA
                           (continuing)
                    I swear -- I didn't know about the 
                    money.  I didn't even know Joey was 
                    involved.  I would never intentionally 
                    hurt you, Kat.
          
                                 MISS PERKY 
                           (to Kat)
                    Do you care to respond?
          
                                 KAT
                    Am I supposed to feel better? Like, 
                    right now?  Or do I have some time to 
                    think about it?
          
                                 MISS PERKY 
                    Just smack her now.
          
          Bianca rises, taking Kat by the arm.
          
                                 BIANCA
                           (to Miss Perky)
                    We'll be getting back to you.
          
                                 MISS PERKY 
                    What, no hug?
          
          HALLWAY - DAY 
          
          And Bianca leave Miss Perky's office
          
                                 BIANCA
                    Is that woman a complete fruit-loop or 
                    is it just me?
          
                                 KAT
                    It's just you.
          
          ENGLISH CLASS - DAY 
          
          Mrs. Blaise faces the class
          
                                 MRS. BLAISE
                    All right.  I'm assuming everyone found 
                    time to compose, their poems. Except for 
                    Mr. Dorsey, who's still in ICU.
          
          Nerds in the back high-five each other.
          
                                 MRS. BLAISE 
                           (continuing)
                    Would anyone care to read theirs aloud?
          
          No one moves.  Then Kat slowly stands up.
          
                                 KAT
                    I'11 go
          
          Patrick looks up.
          
                                 MRS. BLAISE 
                    Oh, Lord.
          
          She downs a couple Prozac
          
                                 MRS. BLAISE 
                           (continuing)
                    Please proceed.
          
          Kat stands, puts on her glasses, and takes a deep breath 
          before reading from her notebook.
          
                                 KAT
                    I hate the way you talk to me/ and the 
                    way you cut your hair/ I hate the way 
                    you drive my car/ I hate it when you 
                    stare.
          
          She pauses, then continues
          
                                 KAT 
                           (continuing)
                    I hate your big dumb combat boots/ and 
                    the way you read my mind/ I hate you so 
                    much it makes me sick/ it even makes me 
                    rhyme.
          
          She takes a deep breath, and looks quickly at Patrick, who 
          stares at the floor.
          
                                 KAT 
                           (continuing)
                    I hate the way you're always right/ I 
                    hate it when you lie/ I hate it when you 
                    make me laugh/ even worse when you make 
                    me cry/ I hate it that you're not 
                    around/ and the fact that you didn't 
                    call/ But mostly I hate the way I don ' 
                    t hate you/ not even close, not even a 
                    little bit, not even any at all.
          
          She looks directly at Patrick.  He looks back this time.  
          The look they exchange says everything.
          
          Then she walks out of the room The rest of the class remains 
          in stunned silence.
          
          EXT. PARKING LOT - MOMENTS LATER
          
          Kat walks to her car alone. When she opens the door, she's 
          greeted with a Fender Stratocaster guitar, reclining in the 
          front seat.
          
          She picks it up slowly, inspecting every detail, then spins 
          around.
          
          Patrick stands there, smiling.
          
                                 KAT
                    A Fender Strat. You bought this?
          
                                 PATRICK
                    I thought you could use it. When you 
                    start your band.
          
          She doesn't answer, but hides a smile, so he walks  closer.
          
                                 PATRICK 
                           (continuing)
                    Besides, I had some extra cash. Some 
                    asshole paid me to take out a really 
                    great girl.
          
                                 KAT
                    Is that right?
          
                                 PATRICK
                    Yeah, but then I fucked up. I fell for 
                    her.
          
          Blushes and looks down.
          
                                 PATRICK 
                           (continuing)
                    You know -- it's not every day you find 
                    a girl who'll flash her tits to get you 
                    out of detention.
          
          Looks up. surprised and embarrassed that he found out
          
          He takes her upturned face as a sign to kiss her and he does 
          She lets him this time.
          
          Then breaks it off
          
                                 KAT
                    You can't just buy me a guitar every 
                    time you screw up, you know.
          
          He grimaces.
          
                                 PATRICK
                    I know
          
          He quiets her with another kiss Which she breaks off again.
          
                                 KAT
                    And don't just think you can
          
          He kisses her again, not letting her end it this time.
          
          STRATFORD HOUSE - SUNSET
          
          We hear the sounds of MUSIC and LAUGHTER.
          
          STRATFORD HOUSE/BACKYARD - SUNSET
          
          Patrick is at the barbecue grill, flipping burgers.  Kat 
          watches.
          
                                 KAT
                    Why is my veggie burger the only burnt 
                    object on this grill?
          
                                 PATRICK
                    Because I like to torture you.
          
                                 KAT
                    Oh, Bianca?  Can you get me my freshman 
                    yearbook?
          
                                 PATRICK
                    Don ' t you even dare. . .
          
          ON BIANCA AND CAMERON As they argue on the patio.
          
                                 CAMERON
                    They do to!
          
                                 BIANCA
                    They do not!
          
          Rises to get the yearbook.
          
                                 CAMERON
                    Can someone please tell her that 
                    sunflower seeds come from sunflowers?
          
          ON MICHAEL AND MANDELLA
          
          Severely making-out in a lawn chair.  She comes up for a 
          breath.
          
                                 MANDELLA
                    I can't remember a word of Shakespeare 
                    right now. Isn't that weird?
          
          Michael pulls her back down for another round ON KAT AND 
          PATRICK
          
          She tries to keep him from grabbing the yearbook that Bianca 
          now hands her.
          
                                 KAT
                    You're freaked over this, aren't you?
          
          Bianca hands her the yearbook
          
                                 BIANCA
                    He's more than freaked.  He's froke
          
          Flips to a page.
          
                                 KAT
                    I'd like to call your attention to 
                    Patrick Verona's stunning bad-ass look 
                    of 1995 ---
          
          INSERT - A horrifically nerdy freshman year picture Glasses, 
          bad hair, headgear -- the works.
          
          She holds up the picture for all to view. Patrick cringes 
          and throws a handful of pretzels at her.
          
                                 BIANCA
                    Patrick -- is that- a.
          
                                 KAT
                    Perm?
          
                                 PATRICK
                    Ask my attorney.
          
          Kat and Bianca huddle over the picture, giggling --  as we 
          CRANE UP and hear a GIRLY PUNK version of The Partridge 
          Family's "I Think I Love You".
          
          FADE OUT:
          
          END 

</pre>
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<pre>
	FADE IN

	on the words CZECH AIRLINE.  We are panning across the words
	on the side of the plane.

	INT. AIRPLANE

	ANGLE DOWN

	on a tray table.  Crumpled Czech bills and coins are on it. 
	Hands are counting the money.  The airline hostess announces
	the arrival at JFK - in CZECH.  A hand reaches into a breast
	pocket - pulling out two passports.  One is opened.  Belongs
	to EMIL SLOVAK.  The next passport belongs to OLEG RAZGUL. 
	The hand passes the Oleg Razgul passport to the man next to
	him.  We notice several empty airline bottles of vodka and a
	small disposable camera on Oleg's tray table.  The passport
	is set down.  Oleg picks it up.  We hear Emil's voice in
	CZECH.  The scene is subtitled in ENGLISH.

				EMIL (V.O.)
		Just do what I do.  Say the same thing I
		say.  Don't open your mouth.

				OLEG (V.O.)
		Okay.

	INT. PASSPORT CONTROL - KENNEDY AIRPORT - DAY

	CAMERA DOLLIES down a long line of passengers.  They are
	split into two lines - one for Americans, the other for
	visitors.  CAMERA finally arrives at EMIL SLOVAK.  An
	unshaven Czech in his mid-30's.  Tall, scraggly beard. 
	Piercing blue eyes.  He's dressed in an outdated suit.  His
	eyes are alert, cunning and smart.

	OLEG RAZGUL, stands in line behind Emil.  Oleg is big.  Not
	tall - but wide.  A wrestler's body.  Emil looks at Oleg. 
	(The following is in CZECH and subtitled in ENGLISH.)

				EMIL
		Don't fool around.

				OLEG
		Okay.

	Oleg holds up his disposable camera - at arms length - to
	take a picture of himself.

				EMIL
		Did you hear what I said?

				OLEG
		I want to document my trip to America.

				IMMIGRATION OFFICER
		Next.
			(Emil steps up)
		Could I see your documents, please?

				EMIL
		Yes sir.

	He hands the passport to the officer who runs it through an
	image swipe.  Emil glances furtively back to Oleg.

				IMMIGRATION OFFICER
		What is your intended purpose of your
		visit to the United States?

				EMIL
		Two weeks holiday.

				IMMIGRATION OFFICER
		How much money are you carrying with
		you?

				EMIL
		I have five-hundred dollars.

				IMMIGRATION OFFICER
		Can you show me?  Sir, no cameras in the
		FIS area!

	Oleg was about to take a picture of Emil and the Immigration
	Officer.  Oleg puts the camera away.  Smiles sheepishly.

				IMMIGRATION OFFICER (CONT'D)
			(to Emil)
		Is he with you?  Are you travelling
		together?

				EMIL
		Yes.

				IMMIGRATION OFFICER
		Please join us.
			(to Oleg)
		Come on forward.

				EMIL
		Is there a problem?

				IMMIGRATION OFFICER
		No, you're travelling together.  I want
		to talk to you together.  Hi, how are
		you?  Can I take a look at your
		documents?
			(takes Oleg's passport)
		Are you related?

				OLEG
		Yes...he's my friend.

				IMMIGRATION OFFICER
		Okay.  You're a Czech national and
		you're a Russian national.  How do you
		know one another?

	Oleg starts to speak, but Emil cuts him off.

				EMIL
		We are both from Prague.

				IMMIGRATION OFFICER
			(to Oleg)
		How long are you planning to stay?

				EMIL
		Two weeks.

				IMMIGRATION OFFICER
		I'd like to speak for himself, okay?

				EMIL
		He doesn't speak English.

				OLEG
		I speak English.

				IMMIGRATION OFFICER
			(to Oleg)
		Then answer my questions.  Where were
		you planning to stay during the two
		weeks that you're here?

				OLEG
		New York.

				IMMIGRATION OFFICER
		Yes, we're in New York now.  But where
		are you planning to stay in New York?

				OLEG
		A cheap hotel.

				IMMIGRATION OFFICER
		What are you coming here to do?

				OLEG
		I'm here for movies.

				IMMIGRATION OFFICER
		Movies...to be in the movies or to see
		movies?

				OLEG
		Yes.  No.  Both.  When I was a boy, I
		see movie at school called "It's a
		Wonderful Life" directed by Frank Capra. 
		Ever since I want to come to America. 
		Land of the free.  Home of the brave.  A
		land where anyone can be anything. As
		long as they are white.

				IMMIGRATION OFFICER
		Excuse me?

				EMIL
		He made joke, bad joke.  First time on
		airplane...

	The SUPERVISOR comes over to see what the problem is:

				IMMIGRATION OFFICER
		Well, they've got valid visas, but they
		don't have much money.  Uh... and I'm
		not...uh, I think there's a possibility
		they may be coming to live and reside.

				SUPERVISOR
		Look how long the line is.  We gotta
		move 'em out.  I'll take them down to
		secondary.

	Emil looks at Oleg, pissed.

	INT. P.B. HERMAN'S RESTAURANT - DAY

	The place is empty except for one table at the end of the
	bar.  EDDIE FLEMMING, Manhattan's most famous detective, and
	his savvy, black partner, LEON JACKSON are having cocktails. 
	Eddie is smoothly handsome, tough, smart and tired.  Not only
	is he the best homicide detective Manhattan has ever seen,
	he's continually mentioned in New York columns and has been
	the subject of several magazine articles.  There's even been
	a TV movie about one of his biggest cases.  Leon has been
	with Eddie a long time and was also featured in the TV movie.

	Sitting with Eddie and Leon is ROBERT HAWKINS, host and star
	reporter for the tabloid show, "Top Story."  Hawkins is also
	the best in the business and has dealt with them all: Joey
	Buttafuco and Amy Fisher, Lorena Bobbit and OJ.

	Wait staff bustles in the b.g. doing the morning set up. 
	Hawkins listens as Eddie, cigar in hand, finishes a "war
	story" and a vodka tonic at the same time.

				EDDIE
		So we're waitin' to hit this warrant -
		we got Emergency Service with the heavy
		weapons standin' by - ready to go.  I
		say, lemme get a cigar outta the car.  I
		go to get the cigar and BOOM!  All the
		sudden I turn around and a kid with a
		shotgun let one go.  Right where I was
		standin'.  That coulda been it.  I
		coulda had my head blown off and for
		what?  Some stupid kid got panicky,
		takes the safety off and it's over.  If
		I hadn't gone back for that cigar - for
		a bad habit - I would've had my head
		blown off.

				HAWKINS
		Jesus Christ.

	PAULIE, the owner, walks up.

				PAULIE
		Speakin' of bad habits, everybody okay?

				HAWKINS
		Another martini.

				LEON
		Coffee for me, I gotta slow down.

				EDDIE
		Vodka tonic.

				LEON
			(rethinks it)
		Maybe you could just put in a shot of
		Martell?

	Paulie takes the drinks off the table and an empty bottle of
	vodka.

				LEON (CONT'D)
			(of Eddie's story)
		It was freaky, I'll tell you.  Stupid
		kid.

				EDDIE
		What's the kid gonna say - sorry? 
		Meanwhile I'm not here anymore. 
		Like last week - we were at the morgue
		and this guy was all chopped up - spleen
		here - liver there - his heart in a pan. 
		Six hours ago this guy was walkin' his
		dog or buyin' a quart of milk.  Who
		knows?  But some kid's robbed him for $3
		or some shit and shot him and now you
		can't tell if he's a piece of beef or a
		human being and I'm thinkin' that's me. 
		Sooner or later.  That's me.  

				HAWKINS
		Sooner or later that's everybody.  

				EDDIE
		Not chopped up.  Not chopped up like
		that.  I mean, what do I got left? 
		Coupla articles.  A medal or two. 
		Plaque here and there and in a coupla
		years no one remembers me anymore.

				HAWKINS
		I think you're getting a little moody
		there, Eddie.

				EDDIE
		I'm not moody.

	Hawkins and Leon share a look.

				HAWKINS
		Isn't he a little moody?

				LEON
		Of course he's moody.  He thinks he's in
		love.

				HAWKINS
		In love?  With who?

	Paulie delivers the drinks and sets some cigars on the table. 
	Takes a seat next to Eddie.  Eddie asks Hawkins.

				EDDIE
		How old are your kids?

				HAWKINS
		My kids?  Let's see...Susan's 15. 
		Aundrea's 9.  Don't tell me you're
		thinking about having a kid!  How old
		are you?  Never mind. 
		Let me just tell you this: Every stupid
		cliche you hear about kids - they change
		your life, they make you a better
		person, they make you whole...
			(beat)
		It's all true!  Before I had kids when
		friends talked about their kids, I
		wanted to vomit.  Now -- I get it.  Am I
		right, Leon?

				LEON
		Absomotherfuckin'lutely.  You can have
		all three of my ex-wives.  But somebody
		so much as looks sideways at my four
		girls -- I'd kill 'em.  
			(takes out his wallet)
		You haven't seen my youngest have you?

	As he hands pictures to Hawkins his cell phone rings.

				LEON (CONT'D)
		Yeah?

				HAWKINS
		Paulie, you've got kids, right?

				PAULIE
		My kids don't talk to me anymore but
		they were great when they were young.

				LEON
			(into the phone)
		Sure it's him?  Great!
			(collapses the phone)
		Unique's home.

	They all rise from the table.

				EDDIE
		Paulie, I need the cure.

				PAULIE
		Step into my office.

	Leon and Hawkins sit back down as Eddie and Paulie leave.

				HAWKINS
		So you got your kids listening to Opera? 
		You still singing in the church on the
		weekends?

	INT. SECONDARY IMMIGRATION OFFICE - DAY

	Now other officers are questioning Emil and Oleg.  They've
	been there a while.  The SECONDARY OFFICER is looking Oleg.

				SECONDARY OFFICER
		Okay.  You work in a vodka factory.  I
		understand that.
			(to Emil)
		And what kind of work do you do?

				EMIL
		I am butcher.

				SECONDARY OFFICER
		You're a butcher?  What do you use pig
		intestines for?

				EMIL
		You stuff sausage in it.

				SECONDARY OFFICER
		And what do you do with the bones?

				EMIL
		Dog food.

	Emil looks at Oleg.  Blaming his stupid responses at Passport
	Control for their detainment.

				SECONDARY OFFICER
		Are you married?

				EMIL
		No.  Are you proposing?

	ANGLE UP

	through a thousand ICE CUBES.  A face plunges towards us...

	INT. MENS ROOM

	Eddie has his back to us as he dunks his face into a sink
	full of ice.  He dries his face, looks into his bloodshot
	eyes.  Presents a small black ring box to the mirror.

				EDDIE
		Will you marry me?  Wanna get married? 
		What are you doin' Saturday?

	Leon enters.  Eddie turns.

				EDDIE (CONT'D)
		I'm gonna propose.

				LEON
		When?

				EDDIE
		Tomorrow.  At lunch.

				LEON
		You ready?

	Eddie leans back and drops some Visine in his eyes.  Turns.

				EDDIE
		The thrill of the hunt.  I love it.

	EXT. TIMES SQUARE - DAY

	Oleg and Emil stare at the bright lights - all the nonstop
	action.  Each stands with an old suitcase.

				OLEG
			(in Russian)
		Look.  Times Square.  Just like in the
		movies!

				EMIL
			(in Czech)
		Don't speak Russian!

				OLEG
			(in Russian)
		Why?  Why do I always have to speak to
		you in Czech?

				EMIL
			(in Czech)
		Because I don't like your ugly language. 
		I heard enough of it in school!  Now
		speak Czech or English.  And don't fool
		around anymore.  You almost got us
		thrown out!

	Emil pulls out an envelope with Milos' address on it.  This
	is who they came to see.  Emil hails a CAB.  Oleg is staring
	inside a camera store - at himself on a monitor.  A
	videocamera's pointed out in the street.

				OLEG
		Look.  New videocameras.  Color
		viewfinder.  Image stabilization. 
		Solarization.  Night vision.

				EMIL
		We have no money.  Come on.

	Oleg stares at the videocamera - dying to have one like this. 
	Emil slides into the cab.

				CABBIE
		Where you wanna go, buddy?

	Emil pulls out the post-marked envelope.  Points to the
	return address on it and passes it through the slot to the
	Cabbie.

				EMIL
		Here.

	Emil looks out the window - no sign of Oleg.  Then, Oleg
	hurries out the camera store, gripping something inside his
	coat.  He flings both suitcases in the trunk, SLAMS it shut 
	and jumps in the back seat.  He opens his jacket - pulling
	out the VIDEOCAMERA he just stole.

				EMIL (CONT'D)
		Go!

	Oleg smiles sheepishly at Emil.
		

	EXT. SPANISH HARLEM - DAY

	Eddie's car pulls up.  Eddie, Leon and Hawkins get out.

				HAWKINS
		So what's unique?

				EDDIE
		Not what.  Who.

	Eddie passes Hawkins a Polaroid - of a woman on a bed -
	covered in blood.

				EDDIE (CONT'D)
		He's from Antigua.  His girlfriend was
		taking too long to put her make-up on. 
		they were late for a party.  Stabbed her
		with a beer bottle.

				HAWKINS
		That's unique.

				EDDIE
		Yeah.  And he still went to the party.

	Leon moves to a LOOKOUT - gives him a twenty.

				LOOKOUT
		Top floor.  Back room.

				EDDIE
		Yeah.  I make big cases, they make the
		news and I look good.  But the problem
		with becoming a star is downtown.  They
		shoot at stars.  Now be quiet.  Shhh.

	As they reach the doorway - Eddie surprises two crackheads. 
	Waves them off.  They hurry away.

				EDDIE (CONT'D)
		I hope this prick doesn't run.  My knees
		are killing me.  Stay behind me.

				HAWKINS
		You're worried for my safety.  I'm
		touched.

	Eddie flattens against the building - watches Unique descend
	the fire escape.

				HAWKINS (CONT'D)
		Ready?

				EDDIE
		Keep them out of my way.

				HAWKINS
		Okay.  You ready?

				EDDIE
		Yeah, yeah.  Jesus.

	Eddie closes in.

				HAWKINS
			(into his cell phone)
		COME ON!  COME ON!  YOU FUCKING GUYS,
		LET'S MOVE IT!

	Unique is climbing down the fire escape - before he gets to
	the bottom, Leon bursts through a door behind him and kicks
	the fire escape, sending Unique flying into the alley.  Where
	he lands dropping his gun.

	Eddie pulls him off the ground as Leon scoops the gun up.

				EDDIE
		What's your rush?  Going to a party?

				UNIQUE
		Why you chasin' me, man?

				EDDIE
		I don't know.  You always come outta
		your house that way?

				UNIQUE
		It's not my house, man.  I don't live
		here.

				EDDIE
		Well, sounds like burglary to me.

	Leon cuffs Unique who recognizes Eddie.

				UNIQUE
		I know you man.

	An unmarked van comes tearing into the scene.  Disgorges a
	mini-cam team that starts filming but they missed the bust.

				HAWKINS
			(to Eddie)
		Any chance we can do that again?

				EDDIE
		Again?  I didn't wanna do it the first
		time.
						

	EXT. EAST SIDE - LATE DAY

	The cab is in front of an old five-story brownstone.  Oleg
	gets the bags out of the trunk as Emil tucks the envelope
	into his jacket, then steps up to the old building.  He looks
	back at Oleg - who's VIDEOTAPING him.

				EMIL
		Turn that off!  Get the bags.

				OLEG
		Why should I carry your bag?  I am not a
		dog.

				EMIL
		For five years I paid for your
		stupidness - you'll carry my bag for the
		rest of my life if I say so.
			(challenging)
		Unless you refuse, Oleg.

	Oleg looks at Emil.  Even though Oleg is stronger than Emil,
	he fears him.  He picks up both bags.  Emil searches the
	occupant list over the buzzers to the apartment building.

				EMIL (CONT'D)
		There.  5RW.

	Emil pushes ten of the buzzers except 5RW.  A BUZZER clicks
	and Emil pushes it open.

	INT. MILOS' APARTMENT BUILDING - STAIRWELL - DAY

	The brownstone has no elevator so Emil and Oleg climb the
	stairs... Oleg cradling his camera.  Emil notices a crack
	pipe on the floor and picks it up.  Smells the bowl.

				OLEG
		What?

				EMIL
		Smell like chemicals...for smoking
		drugs.

	Emil pockets the pipe and climbs to the top floor, moving
	down the dirty hallway to a corner door.

	INT. MILOS' APARTMENT BUILDING - HALLWAY - DAY

	He KNOCKS...FOOTSTEPS approach.  The door is opened by MILOS -
	a 40-year-old Czech, dressed in stained plumbers overalls. 
	He  is surprised to see Emil and Oleg in his doorway.  Oleg
	films him...

				MILOS
		Emil???!

				EMIL
		Surprise!  Surprise!

	Milos shoots a look across the tiny kitchen to TAMINA, his
	comely wife.

	INT. MILOS' APARTMENT - CONTINUOUS

	Emil pushes his way inside.  Oleg follows.  Milos wears
	plumbers overalls but Emil notices sports a Rolex.  Tamina
	has on a faded dress but despite their cheaply furnished
	apartment she wears an expensive brushed gold necklace,
	bracelet and big pearl earrings.  The room is furnished with
	kitsch from Disney World and Las Vegas.  The only anomaly is
	a HUGE SONY TRINITRON HOME ENTERTAINMENT CENTER.  (The
	following is in Czech and subtitled in English.)

				EMIL
		Your sister said she didn't know where
		you were so you shouldn't write to her
		with return address if you're hiding. 

				MILOS
		Did you hurt her?

				EMIL
		You know me...I never hurt anybody. 
		Where's the money?

				OLEG
		Hello, Tamina.

	Oleg is looking Tamina over.  Milos - though scared - barks
	at Oleg.

				MILOS
		Take your eyes off her, Oleg!
			(to Emil)
		Look.  It wasn't my fault you two were
		caught.
			(of Oleg)
		It's his fault.  Trying to get the bank
		clerk's phone number?!  I wasn't going
		to wait!!!

				EMIL
		Milos.  Get my money!

	Oleg videotapes the scene.

	CLOSE ON AN AJAR DOOR

	All we see behind it is a WOMAN'S FACE and her wet hair - she
	obviously came from the shower and we see the towel wrapped
	around her.

				MILOS
			(nervously)
		We spent it!

				EMIL
		Ha. Ha.

				MILOS
		Look at the way we live.  I'm a plumber. 
		You think I'd be working if I had
		money?!

	Emil, pissed, moves to a wood block and pulls out a KITCHEN
	KNIFE.  He grabs Tamina roughly, putting the blade to her
	throat.

				MILOS (CONT'D)
		Emil.  Put down the knife.

	Milos looks at his wife - who is terrified.

				MILOS (CONT'D)
		Emil.  I'll help you.

	Milos closes the gap between him and Emil - trying to calm
	him by talking softly.

				MILOS (CONT'D)
		I can get you a job.

				EMIL
		A job?

				MILOS
		Yes, the money is good.

				EMIL
		As a plumber?!

				MILOS
		It's easy to learn.

				EMIL
		A job??  As a plumber???  You think I
		come to America to work!

				MILOS
		We started over, you can too.

				EMIL
			(furious)
		You spent all the money while I was in
		prison?  Now you tell me to get a job
		fixing toilets?!?

	Emil pulls the knife away from Tamina - then angrily PLUNGES
	it toward Milos' chest!

	Oleg videotapes it.  Then lowers the camera - shocked that
	Emil killed Milos.

	Blood sprays Tamina's face.  She tries to run but Oleg grabs
	her, not noticing her brushed gold bracelet falls to the
	floor.  He covers her mouth as he points the videocamera at
	Emil who STABS Tamina - absolutely enraged!

	THE WOMAN BEHIND THE DOOR

	flees...Emil hears NOISE in the bedroom - a window opening. 
	Emil kicks the bedroom door open.  Sees the window leading to
	the fire escape.  He dashes to it.  Sees four flights down -
	the WOMAN, wearing a summer dress.  Barefoot.  Her hair still
	wet.  

	She looks up.  She is beautiful and terrified.  She runs
	down the alley.

				EMIL (CONT'D)
		She saw!

	Emil hurries toward the bathroom.  She just got out of the
	shower.  Her underwear and purse are draped over a chair. 
	Emil grabs the purse.  Finds a CZECHOSLOVAKIAN PASSPORT.  He
	opens the cover, stares at her photo and name.

				EMIL (CONT'D)
		Daphne Hanlova.

	There's one stamp in the passport - from the U.S. when she
	arrived - June 16, 1998.  Underneath is written - 6 MONTH
	STAY.  Emil flips through the rest of the passport - all
	blank pages.

				EMIL (CONT'D)
		Six month visa.  Still here two years
		later.  They'll deport her if she goes
		to Police.

	Emil pockets Daphne's passport and wallet, scoops up her
	shoes and jacket - enters the kitchen and dumps them on the
	floor.  He tears through the kitchen cabinets, throwing cans
	and bottles aside.

				OLEG
		What are you looking for?

	Emil finds nail polish remover - looks at the bodies.

				EMIL
		I'm going to make a bohemian barbecue.

	Emil draws the kitchen curtains plunging the room into
	darkness.
		
		EXT. CENTRAL PARK - NIGHT

	A face comes from the darkness.  It's an athletically
	handsome man, jogging out of a tunnel towards us.  He's in a
	tie and jacket in Central Park at NIGHT. 
	He is JORDAN (JORDY) WARSAW.  A sensitive man of rugged
	honesty.  He runs down the hill in a hurry.  A MUGGER steps
	in his path.

				MUGGER
		Got any spare change?  How 'bout a spare
		twenty?

				JORDY
		Look, I don't have time for you, get out
		of my way!!

				MUGGER
		Alright, how 'bout all your fuckin'
		money?

	The Mugger pulls a knife - and in a whirl of movement, Jordy
	grabs his wrist and disarms him in a deadly, professional
	manner - hurling him down to the pavement, twisting his arm
	behind his back.  With his other hand, Jordy whips out a
	BROWNING 9MM from his shoulder holster and places it behind
	the mugger's head.  Jordy displays his shield.

				JORDY
		Okay, you're under arrest!  Now you
		happy?

				MUGGER
		Fire Department?  Firemen don't carry
		guns.

				JORDY
		Oh yeah?  Guess again.

	Jordy handcuffs the Mugger and searches the Mugger's coat
	pockets - pulling out a handful of driver's licenses and
	credit cards.

				JORDY (CONT'D)
		Nice - how many people you ripped off
		tonight?!  Get up!

	As Jordy yanks the Mugger to his feet, his BEEPER goes off.

				JORDY (CONT'D)
		You couldn't listen to me, could you?

	Jordy drags the Mugger to a tree.  Cuffs him so his face is
	pressed up against the bark.

				JORDY (CONT'D)
		I'll send a cop back for you.

				MUGGER
		Hey.  C'mon, you can't leave me like
		this.  Some freak'll come by and stab
		me!

	Jordy jogs off across the park.

				MUGGER (CONT'D)
		Wait!  Come back!!

	EXT. MILOS' APARTMENT - NIGHT

	FIRE TRUCKS from three battalions.  Radios CRACKLE.  There's
	a crowd growing.  Jordy pushes his way through.  The top
	floor of the brownstone where Milos and Tamina lived has been
	reduced to smoking ruins.  The trees are covered in debris
	and soot.  Jordy moves to LOUIE - Battalion Chief.

				LOUIE
		Lieutenant - take up your line and
		relieve Ladder Company 60 on the top
		floor.

				JORDY
		Hey, Louie, were you first due?

				LOUIE
		Yeah, I radioed you guys right away
		'cause you got two roasts on the top
		floor but you don't hafta investigate
		cause homicide is up there.

				JORDY
		Homicide?  Who let them up?  I didn't
		make it a crime scene yet.

				LOUIE
		Hey, it's Eddie Flemming.

				KORFIN (O.S.)
		Yo, Jordy!

	BOBBY KORFIN - an overweight arson investigator with a quick
	with and good sense of humor - comes over, pulling on a
	turnout coat.

				KORFIN (CONT'D)
		Where you been, man?  We got a
		celebrity!

				JORDY
		I heard.  Who the hell let them up
		there?

				KORFIN
		I don't know, you think Eddie will give
		me his autograph?

				JORDY
		You see anything in the crowd?  Anybody
		suspicious?

				KORFIN
		Naw - I'm sure the suspect's not here.

				JORDY
		Oh yeah, why?

				KORFIN
		'Cause Eddie woulda locked him up by
		now!

	INT. MILOS' APARTMENT - NIGHT

	The roof is gone.  The sky is exposed.  It's charred ruins,
	smoked beams and watery muck.  Eddie and Leon are standing by
	what's left of the mattress, looking at Milos and Tamina's
	charred bodies.  Eddie grips a half-smoked Cuban cigar,
	listening to Leon.

				LEON
		So, it looks to me - from the sixty-nine
		position - that they were doin' each
		other but were so whacked out of their
		heads they set the pipe on the mattress,
		lit it up, and they got fried.  What do
		you think, Eddie?

	Jordy enters - with Korfin who's carrying a paint can.

				EDDIE
		I don't know.  We got the experts here. 
		Show them what you found - I hope you
		don't mind, we came over to see if we
		could help.

	Korfin makes a beeline for Eddie - wanting to meet the
	celebrity.

				KORFIN
		Nah, not at all.  Detective Flemming -
		Bobby Korfin.  My Uncle Tony worked with
		you at 2-1 back when you were a rookie.

				JORDY
		Could you put out the cigar?  Part of
		the job is picking up scents.

				EDDIE
		Oh, sure.

	Eddie puts his cigar out.  Carefully slides it into a cigar
	holder and pockets it to finish later.

				LEON
		Well, I found - check it out - crack
		pipe.  Looks like they got careless.

	Leon displays the pipe Emil found on the stairs.  Korfin
	shines the flashlight on Leon to look at the pipe.

				LEON (CONT'D)
		Mind not shining that light in my eyes?

				KORFIN
		Sorry, bro.

				JORDY
		Hey, that's great you guys got it all
		wrapped up, but you don't mind if we go
		through the routine?  It gives us
		somethin' to do.

				EDDIE
		No, we don't mind.  You mind Leon?

				LEON
		No.  Go ahead.

				JORDY
		Thanks.  Appreciate it.

	Jordy throws a look at Korfin.  Homicide detectives have no
	respect for fire marshals' investigative skills.  Eddie
	rummages through the apartment - moving into the kitchen and
	living room... Leon watches as Korfin sticks a pencil in a
	charred beam, measuring how deep in it goes.

				KORFIN
		Okay, Jordy - it was a fast fire, we got
		good patterns - about thirty minutes
		old.

	Jordy moves to one of the corpses.  He pulls on a white
	rubber glove.  Inserts his finger in the corpses mouth.  The
	glove comes out white.

				JORDY
		Mouth's clean, too.

				KORFIN
		Clean?

				JORDY
		Don't blow your nose!

	Jordy's looking at Leon, who was just about to blow his nose.

				JORDY (CONT'D)
		The smoke'll permeate your nostrils -
		burn 'em out.  Let it run.

				KORFIN
		But you knew that, right?

	Leon looks at Jordy, then lowers the handkerchief.  Jordy
	turns back to the corpses on the bed.  Eddie - in the other
	room - has found Tamina's brushed gold bracelet on the floor.

				JORDY
		So the way you see it, two crack heads
		burned themselves up?

				LEON
		That's what it looks like to me.

				JORDY
		And while they're burning up, they're
		still goin' down on each other?  You got
		to hand it to them.

				LEON
			(realizes he's wrong - blows it
			 off)
		Yeah, well, some people got their
		priorities straight.

	Leon watches Jordy, quietly.  With a pair of tweezers, Jordy
	pulls a small unburned piece of cloth from behind one of the
	heads.  Korfin supplies the paint can.  Jordy drops the cloth
	inside.

				LEON (CONT'D)
		What was that?

				JORDY
		Evidence.  Of a homicide.

	That got Eddie's attention and he comes back to the bedroom.

				JORDY (CONT'D)
		You know what that is, right?

				EDDIE
		No, what is it?

				JORDY
		Why don't you explain it, Bobby.
			(to a fireman joking a wall)
		Hey Camello!  You mind punching a hole
		in the floor?

				CAMELLO
		No problem.
			(to Eddie and Leon)
		Excuse me, gentlemen.  You might wanna
		back up a little more.  Don't wanna get
		your pants wet.

	Leon and Eddie move to higher ground - on top of a burnt TV
	set.  Eddie hands the brushed bracelet to Leon.  As Camello
	hacks at the floor with an ax, Jordy continues to examine the
	bodies and Korfin explains:

				KORFIN
		They have not soot in their mouths,
		which means they weren't breathin'
		before the fire and that usually means
		they were deceased - and this piece of
		cloth that my partner found means they
		were wrapped up in something, probably
		doused with a flammable liquid and
		positioned like this on the bed.  To the
		untrained eye, it looks like an
		accident.

	Jordy kicks around the draining floor, reaches down for
	something.

				LEON
		What's he looking for?

				EDDIE
		A timer.

	Jordy finds some wires attached to an outlet, pulls them up -
	on the other end is a timer.  Korfin takes the timer from
	Jordy and moves to Eddie.

				KORFIN
		Here you go.  A big double homicide.

	EXT. MILOS' APARTMENT BUILDING - NIGHT

	As Jordy and Korfin exit the brownstone, a CAMERA CREW is
	arriving.  Jumps out. 
	Korfin and Jordy cross toward Korfin's car.  They open the
	trunk.  Take off their muddy boots throwing them in.

				KORFIN
		You see Eddie's face when I gave him the
		timer?  Wish I had a picture of it.

				JORDY
		He knew all along.

				KORFIN
		What??

				JORDY
		That's why he was so quiet.  He was
		testing us.

	Eddie and Leon exit - Eddie carrying a baggie with a timer
	inside.  NICOLETTE KARAS, young and attractive, pushes her
	microphone at Eddie.  She's smart, aggressive and respected
	by her peers.

				NICOLETTE
		Detective, does it look like a murder?

				EDDIE
		We don't know that yet.  It's much too
		early.  There's a lot to be done.

				NICOLETTE
		How many victims are up there?

				EDDIE
		There are two bodies found at this
		point.

				NICOLETTE
		Can we go up to the crime scene?

				EDDIE
		You know you can't do that.  C'mon.

				NICOLETTE
		Is it drug related?

				EDDIE
		We don't know.  When I have more I'll
		let you know.

	Nicolette signals for her camera man, MIKE, to zoom in on
	Eddie's hand.  She barrels on...

				NICOLETTE
		Detective...what's that you're holding
		in your hand?  Evidence?

	Mike pans up to Eddie's face.  Other reporters arrive,
	hurling questions which Eddie easily answers.  Cameras flash
	as we PAN BACK TO Korfin and Jordy.  Jordy is about to get in
	the car as he notices, back behind some construction - DAPHNE
	HANDLOVA.  She's still wearing the crumpled summer dress. 
	She tentatively steps out to signal Jordy.  He only catches a
	glimpse of her.  He starts toward her -- knifes through the
	crowd - but Daphne is gone.

				KORFIN
		What?

				JORDY
		There was a woman - I think she wanted
		to talk to us.  She looked scared.  Oh
		shit!  Oh no!

	EXT. CENTRAL PARK - LATER

	Korfin's car SCREECHES to a stop.  Jordy leaps out. 
	Suddenly, Jordy stops...the Mugger handcuffed to the tree is
	now NAKED!

				MUGGER
		You motherfuckin' bastard!  She stripped
		me!  It was a bag lady!  She touched me
		all over, it was disgusting.

	Jordy unlocks the handcuffs.

				JORDY
		I'm sorry.  I'm really sorry.

	Korfin delivers a blanket.  Jordy covers him.

				JORDY (CONT'D)
		You okay?

				MUGGER
		A dog pissed on me!!  I'm gonna sue you
		for this!  You violated my civil rights!

				JORDY
		Your civil rights?!  You tried to rob
		me!  I could arrest you right now! 
		You're lucky you're walking away from
		this.  Now get outta here.

	Jordy gives him a push.  The Mugger wraps the blanket around
	himself cursing - hurrying away.
		

	EXT. 8TH AVENUE - NIGHT

	Exhausted HOOKERS who have worked all night loiter outside a
	sleazy hotel.  CAMERA PANS up to a blinking hotel sign.

	INT. KING EDWARD HOTEL ROOM - NIGHT

	The light is blinking an eerie green and yellow light into
	the room.  Emil is at the window pulling the blind down
	trying to shut out the blinking light.  He pulls it down
	twice and it pops back up both times.  The third time he
	angrily pulls it so hard, it comes off the window completely. 
	He sits down in a chair in frustration - adjusting a pillow
	behind his back.  THE ROSEANNE SHOW is on TV.  Roseanne has
	been talking to a FATHER.

				ROSEANNE (ON T.V.)
		So you slept with your son's wife! 
		What's that all about?

				FATHER (ON T.V.)
		I take full responsibility for sleepin'
		with my daughter in law.  I had low self
		esteem, I thought I had to compete with
		him.

	Emil reaches for his dictionary.

				EMIL
			(mutters)
		Self-esteem?  Self-esteem??

	He flips through his dictionary to find the meaning of self
	esteem.

				FATHER (ON T.V.)
		Losin' my job and everything, caused my
		behavioral disorder.
			(turns to his son)
		Forgive me, Kirk.  Let me hug you?

	The audience boos.  Roseanne mediates...

	Oleg - fresh from the shower with wet hair - sits on the bed
	in his skivvies - staring into the videocamera's LCD screen -
	rewinding Milos' murder.  We see it now for the first time -
	as he rewinds it.  Oleg watches - a bottle of cheap vodka
	between his legs.  Emil, looks up from his dictionary.  He's
	wearing Milos' Rolex. 
	Tamina's jewelry - her brushed gold necklace and pearl
	earrings - are in front of him with Daphne's wallet.  Emil
	looks up - Oleg is holding his videocamera.

				EMIL
			(Czech)
		Turn that fucking thing off!

				OLEG
			(Czech)
		I'm not filming.  I'm watching Milos
		die.  It's just like a move but realer.

	Emil grabs the videocamera.
			(Czech)
		Don't break it!  Don't break it!

				EMIL
		Speak English!

				OLEG
			(English)
		You said speak Czech!

				EMIL
		How you erase this?

				OLEG
		I'll do it.  Don't hurt my camera!

	Emil tosses the camera back to Oleg who drops his vodka
	bottle in order to catch the camera.  Oleg, holding the
	camera like it's gold, goes to the dresser and puts it away. 
	Emil starts to go through Daphne's wallet.

				EMIL
		Stupid, Milos.  I didn't want to kill
		him.
			(noticing)
		What's this?

	Emil found the last card in the wallet.  It's pink with a
	picture of a busty globe.  Printed in the middle is - WORLDLY
	ESCORTS - and a number.

				EMIL (CONT'D)
		Worldly escorts?

	Emil picks up his dictionary and begins to flip the pages -
	finding the meaning of worldly.  He gets up and dials the
	number.  A soft, SEXY VOICE answers.  Soft music in the
	background.

				SEXY VOICE
		Hi?

				EMIL
		Hello?

				SEXY VOICE
		Are you looking for companionship?

	Oleg, who's listening, moves to Emil.

				OLEG
		Whore?

				EMIL
		I'm homesick.  You have Eastern European
		girl?  A Czech girl?

				SEXY VOICE
		Matter of fact, I have a lovely Czech
		girl.

				EMIL
		I take her.  Send her!

	EXT. FIRE STATION 91 - NIGHT

	Korfin's car pulls up to the station - as a fire engine is
	returning.

				JORDY
		Now that you know him, maybe you can get
		extra work in the next movie they make
		about him.

				KORFIN
		Yeah?

				JORDY
		Maybe you can be his stand-in.

	INT. FIRE STATION 91 - NIGHT

	The men are pulling off their equipment - coming down from
	the high of fighting a fire.  Korfin and Jordy walk toward
	the TV room.  The TV is on in the background.  We can see
	Nicolette interviewing Eddie.  He holds up the paint can.

				CHIEF DUFFY (O.S.)
		What the hell is that??  You gave Eddie
		Flemming the evidence?!

	They turn.  DEPUTY CHIEF FIRE MARSHAL DECLAN DUFFY - the head
	of the arson squad - comes over.  Duffy's tough, Irish and
	very political.

				DUFFY
			(pointing to the TV)
		Who did cause and origin?

				JORDY
		Who do you think, Chief?!

				DUFFY
		Then why didn't you talk to the
		reporter?

				JORDY
		'Cause we got more important things to
		do, like finding out who did it.

	They walk to the back of the station and start up the stairs.

				DUFFY
		Don't you guys understand?  It's all
		about image.  The better we look the
		more money I get to pay you guys
		overtime.

				KORFIN
		Yeah, right.

				DUFFY
		What was that, Korfin?

				KORFIN
		I said, yeah, you're right, Chief.  As
		soon as we get somethin' we'll let you
		alert the media.

				DUFFY
		You do that, wiseguy.  Now let's solve
		this thing before Eddie Flemming does.

	They all head upstairs.

	INT. ARSON SQUAD ROOM - DAY

	The Chief, Jordy and Korfin enter.  There are posters of
	pyros, arsonists and terrorists on the walls.  GARCIA - a
	Puerto Rican investigator - looks up from his desk.

				GARCIA
		Hey guys, I got your torch.  He just
		gave a full confession.

	A scruffy, unshaven white man sitting across from Garcia,
	turns.  He is MAX, a pyromaniac in his 40's with a freshly
	scratched cross etched in his forehead.  He craves attention.

				MAX
		It's my fire!  Screw homicide.  I'll
		tell you guys everything!

	Jordy moves to his desk with Korfin.  They sit across from
	each other.  Duffy keeps going to his office, not even
	bothering to stop.

				JORDY
		What's that on your forehead, Max? 
		That's a nice attention getter.

				MAX
		Yeah, I'm religious.  I'm not an Atheist
		like you!  Now, are you guys gonna
		arrest me, or not?

				JORDY
		How did you start the fire this time?

				MAX
		I used an accelerant.

				JORDY
		Yeah?  What kind?

				MAX
			(to Jordy)
		Hey, by the way, I'm really sorry about
		your wife leavin' you.

				KORFIN
		Max.

				MAX
			(continuing)
		...Yeah, and with your old man dying
		last year you - what's it?  Just you and
		the dog now?

				KORFIN
		Max!  

				MAX
		Does it feel bad - I mean the new guy
		your ex-wife's seeing - I hear he's a
		big shot downtown.

	Jordy pops out of his seat.

				JORDY
		That's it!  You're outta here.

	Jordy pulls Max by the collar - pushes him down the aisle.

				MAX
		That's it.  I'm suing.

				KORFIN
		Get in line.

	Korfin takes over - throwing him out.  Jordy turns to Garcia
	who is laughing.

				JORDY
		What's so funny.  How does he know so
		much about me?  Who tells him my life
		story?

				GARCIA
		He hangs around downstairs.  The guys
		talk to him.  He's a joke...

				JORDY
		He's no joke!  One day he's gonna
		graduate from trash can fires and do
		something big.

				GARCIA
		Okay.  Okay.  We'll ban him from the
		station.

	INT. KING EDWARD HOTEL ROOM - TV SET - NIGHT

	As the "Top Story" logo is splashed across the screen,
	accompanied by a catchy TV THEME, Robert Hawkins introduces
	America's highest rated 'news magazine' show.

				ROBERT HAWKINS
		Good evening, I'm Robert Hawkins and
		this is Top Story.  Tonight we bring you
		an exclusive interview with Stephen
		Geller - who horrified the nation two
		years ago when he went berserk and
		murdered three clerks in a Manhattan
		shoe store.  But now, Mr. Geller's
		claim, spoken softly and articulately,
		is that he is the victim.  According to
		Mr. Geller, the events of that fateful
		day were not his fault but were the
		fault of his psychiatrist.  Hard to
		believe...watch.

				EMIL (O.S.)
		Louder.

	VIDEOCAMERA SLOWLY ZOOMS OUT and PANS over to Emil, sitting
	on the hotel bed watching the TV.  He looks at us.

				EMIL (CONT'D)
		Louder.

	Oleg's hand reaches in front of the lens - turning up the
	volume.  The scene cuts back to Stephen Geller being
	interviewed by Robert Hawkins and his camera crew.  He's
	sitting on the front lawn of a mental institution in a paint
	stained shirt.  A showing of his artwork is displayed in the
	background.  Patients peruse the paintings of weird
	dysfunctional faces that avoid eye contact.  One of the
	paintings depicts Eddie Flemming and Leon Jackson.

				STEPHEN GELLER
		This had nothing to do with shoes that
		didn't fit or my relationship with my
		father who, as you know, made a fortune
		selling penny loafers in the fifties. 
		These people died because of the
		criminal actions of my doctor.

				ROBERT HAWKINS
		Your doctor?

				STEPHEN GELLER
		Yes.  My psychiatrist didn't insist that
		I stay on my medication.

				ROBERT HAWKINS
		...so you feel absolutely no
		responsibility for killing these people?

				STEPHEN GELLER
		It was my finger that pulled the
		trigger, but I'm not morally
		responsible.  My psychiatrist knew what
		I was capable of.  How could I know. 
		I'm not a doctor.

				ROBERT HAWKINS
		You seem very savvy for a man who's been
		found mentally incompetent to stand
		trial.

				STEPHEN GELLER
		Look, I'm a victim here, too.  I was a
		year away from getting my masters in
		Art, now I'll never graduate.  My life
		has been permanently disrupted.

				ROBERT HAWKINS
		Permanently disrupted?  Aren't you
		selling paintings now for quite a lot of
		money?  Hasn't this 'incident' as you
		call it, jump started your career as an
		artist?

				STEPHEN GELLER
		Look, I'm in here.  You call this a
		career move?

				ROBERT HAWKINS
		And isn't there a movie in the works
		about you?

				STEPHEN GELLER
		We're in negotiations, that's correct.

				ROBERT HAWKINS
		But doesn't the Son of Sam Law prevent
		criminals from profiting from their
		crimes?

				STEPHEN GELLER
		That doesn't apply to me because I'm not
		a criminal.  I'm not a criminal!  I
		wasn't convicted.

	Emil leans forward - listening.  Fascinated.

				EMIL
		I love America.  No one is responsible
		for what they do.

	There's a KNOCK on the door.  Our VIDEOCAMERA POV swings over
	to it.  Then WHIPS back to Emil.  Emil looks at us.

				EMIL (CONT'D)
		Get in the bathroom!

				OLEG (O.S.)
		Whatever we do - we fuck her, right?

				EMIL
		Oleg, get in bathroom, stay there and
		shut up!

	Emil turns off the TV.  Our POV backs into the bathroom,
	closing the door but leaving it open a crack.  Emil looks
	down at his shoe.  The POV PANS down to the kitchen knife
	sticking out of Emil's BOOT.  Emil's hands pull his pants
	cuff over it.  POV PANS up to Emil as he moves to the door
	and opens it.  It's not Daphne and she's not world class.

				HONEY
		Hi, I'm Honey.

				EMIL
		Where's Czech girl?

				HONEY
		Baby, I'm anybody you want me to be. 
		I'm a little schoolgirl, I'm mommy, I'm
		a Czech girl.

	She enters.  Closes the door behind her.

				HONEY (CONT'D)
		Now I like to get business out of the
		way before we get down to pleasure.  Why
		don'tchya put my money on the dresser.

				EMIL
		I ordered a Czech girl.  Daphne, you
		know her?

	Oleg ZOOMS in for a CLOSE UP of Honey.  During the rest of
	the scene Oleg films her.  Honey begins to undress.

				HONEY
		It's an outcall service run out of an
		apartment.  I don't meet the other
		girls.  Aren't you gonna get undressed?

				EMIL
		Where is escort service?

				HONEY
		That's confidential.  Could you put the
		money on the dresser?

				EMIL
		I like to talk to the person who runs
		the service.  Can you give me address?

				HONEY
		Look.  Do we have a problem here? 
		There's no reason to have a problem. 
		I'm gonna make you feel real good.  You
		wanna Czech girl? 
		After I'm done with you, you won't miss
		her.  Now why don't you pay me?

	She starts to unfasten Emil's belt.

				EMIL
			(stopping her)
		Listen to me.  I don't want sex.  Just
		give me the address and then you go.

				HONEY
			(suddenly hard as nails)
		Look, man, I don't give a shit if you
		want sex or not, but you're payin' for
		my time.

	Emil pulls the knife out of his boot and SHOVES her against
	the door, PUSHING the blade against her throat - suddenly
	furious like he was before killing Milos and Tamina.

				EMIL
		Give me the address!!

				HONEY
		Alright, alright - don't hurt me! 
		Please, it's in my book, in my purse!

	Emil backs off as she reaches for her purse, and comes out
	with a can of mace, SPRAYING Emil's face!

	Emil stumbles backwards - Oleg holding him in the frame.  He
	WHIP PANS back to Honey as she grabs her clothes, unlocking
	the door but Emil's HAND SLAMS it shut!  Emil turns blindly,
	rubbing his burning eyes - guarding the door.  Honey darts
	toward the bathroom - she pushes open the door and runs into
	Oleg who is VIDEOTAPING HER.  Horrified, she turns around as
	Emil SMASHES her in the face so hard she topples backwards,
	tripping into the bathtub, pulling the shower curtain down on
	her!  Like a panther out for the kill, Emil POUNCES.  Oleg
	films as Emil lifts his hand, gripping...

	THE KITCHEN KNIFE

	As Emil's hand comes FLYING DOWN - then RISES UP, BLOODIED. 
	Her screams are muffled by the shower curtain wrapped around
	her face.  Oleg films the scene as the knife plunges DOWN
	INTO:
		
		INT. FIRE STATION 91 - ARSON SQUAD ROOM - NIGHT

	DAPHNE, a sketch of her face.

				JORDY (O.S.)
		Her lips are fuller than that.  You can
		see 'em a mile away.

	WIDER

	Food containers are scattered all over the place.  The female
	COMPOSITE ARTIST looks at Jordy.  Stacks of failed sketches
	sit beside her.

				COMPOSITE ARTIST
		What about her cheek bones?

				JORDY
		Her cheek bones are prominent and her
		eyes were huge.  Big, blue eyes and when
		I saw her, she looked scared.  Like she
		was looking to get away.  But she was
		absolutely beautiful.

	The composite artist looks at Jordy.

				JORDY (CONT'D)
		I gotta good look at her.

	Korfin has his chair turned around from his desk and is
	watching the sketch evolve as he speaks on the phone to the
	landlord of the 7th Street brownstone.  Garcia is also on the
	phone.  The other investigators are gone.  Working late into
	the night.  Everybody's exhausted.  It's almost dawn.

				KORFIN
		-- From Czechoslovakia?  And how long
		have they been livin' in your building?  
			(writes 4 YEARS on his pad)
		Alright, I'll be in touch when we know
		somethin'.
			(to Jordy)
		Milos and Tamina Karlova.  They were
		quiet and kept to themselves.  Landlord
		don't know who your girl is.

				JORDY
		How long they been livin' here?

				KORFIN
		You hear that question, Garcia?

				GARCIA
		Yeah, I got Immigration on the phone -
		they've been here illegally.

				KORFIN
		Well, they're definitely permanent
		residents now.

				GARCIA
		I got the owner of the plumbing company
		Milos worked for.

				KORFIN
		Why don't we get some sleep and we'll go
		see him in the morning.

				JORDY
		You go home.  I'm takin' your car and
		goin' back to the crime scene.

				KORFIN
		Aren't you tired?

				JORDY
		If I go home I won't be able to fall
		asleep anyway.

	Jordy takes the sketch of Daphne which isn't a bad likeness
	and heads for the door.  Korfin falls in behind him.  As they
	pass Garcia he hands Jordy the address.

				KORFIN
			(of the picture)
		She keepin' you up?  Like to meet her,
		huh?  She'd make you forget your ex
		wife.  Cure your insomnia.

	INT. MILOS' APARTMENT - DAWN

	CAMERA DESCENDS FROM THE SKY picking up Jordy as he enters
	what is left of Milos and Tamina's apartment.  The roof has
	been burned off. He moves into the next room, trying to see
	through the darkness - looking through the muck and char.

				EDDIE
		Okay to smoke?

	Jordy turns, surprised.  Eddie sits on a singed chair.  He
	pours from a half-pint bottle of vodka into his 'won ton
	soup' container, smoking a cigar.  On the arm of the armchair
	is a brown legal folder and stacks of photographs of the
	crime scene and the burned bodies.

				JORDY
		It's your crime scene now.  You can do
		what you want.

				EDDIE
		Watch the news?

				JORDY
		Nah, I musta missed it.

				EDDIE
		Well, just so you know.  I gave you guys
		the credit.

				JORDY
		Well, just so you know, I don't care
		about that stuff.

				EDDIE
		Nah, why should you?

				JORDY
		I don't even watch TV.

				EDDIE
		Good.  Good.  Commendable.

	Eddie knocks his 'won ton soup' back.

				JORDY
		Did you get a report from the M.E.?

				EDDIE
		Sure.  But I would like to ask you
		something.  You got a problem with me?

				JORDY
		If you found me steppin' on your crime
		scene - it might piss you off, too.
			(then)
		What about the report?

				EDDIE
		You were right, they were both dead
		before the fire.  The male was stabbed
		so hard the killer broke off the tip of
		the knife in his spine.  That's usually
		an indicator of something personal.

	Jordy pulls out a sketch of Daphne.  Hands it to Eddie.

				JORDY
		The Super said he'd seen her before but
		she didn't live here.

				EDDIE
		Pretty.

				JORDY
			(acts as if he didn't notice)
		Hmmmm.

				EDDIE
		Maybe you don't care about that either.
			(beat)
		Prettiest suspect I've had in awhile.

				JORDY
		Who says she's a suspect?

	Jordy tries to take the sketch back.  Eddie holds on.

				EDDIE
		What would you call her?

				JORDY
		Look, I'm not even sure she has anything
		to do with this.  I saw her outside
		after the fire - thought it was a lead. 
		Maybe she saw something.  Maybe she was
		visiting somebody here.  Who knows?

	Eddie walks up to the burnt mattress - where the bodies were.

				EDDIE
		Obviously they weren't having sex.  As
		you pointed out.  So why go through all
		the trouble of putting 'em like that?

	Eddie passes a crime scene photo of the bodies to Jordy.

				JORDY
		Maybe it's a ritual thing or someone
		trying to send a message.  Burial rites
		are taken very seriously in Eastern
		Europe.  It could be to humiliate them. 
		Just burning them up, no proper funeral,
		it's like condemning them to hell.

				EDDIE
		Eastern Europe.  Like what?  Romania? 
		Hungary?

				JORDY
		Or Czechoslovakia.  The Slavs have been
		fighting the Germans and the Russians
		for a thousand years.  These are very
		intense people and they take things
		personally.

	Eddie's cellular rings - he grabs it.

				EDDIE
		Yeah?  Where?  You sure it was a knife? 
		Uh-huh.  Really?  Okay.
			(to Jordy)
		We've got another murder - in a hotel on
		Eighth Avenue.  A stabbing.  Clerk said
		the room was rented by a Russian...

	Eddie's moving with Daphne's sketch. 

				JORDY
		I'll come with you.

				EDDIE
		There wasn't a fire.  There'll be
		nothing for you to do.

				JORDY
		I can watch you, Eddie.  Maybe I'll
		learn something.

				EDDIE
		This isn't homicide school.

				JORDY
		My parents are from Poland.  I can help
		with the Eastern European angle.

				EDDIE
		You're Polish?

				JORDY
		My folks are.

				EDDIE
		Stay here.
						

	EXT. TIMES SQUARE - NEWS STAND - DAY

	Video POV of the news stand as a hand reaches into frame and
	picks up a copy of THE NEW YORK POST.  Eddie's photo is on
	the front page - holding the kitchen timer by the wires. 
	Underneath his picture the caption reads, "DOUBLE HOMICIDE...
	FLEMMING'S ON IT."  The videocamera widens out revealing Emil
	standing in front of a Times Square news stand, reading the
	front page.  The videocamera turns around - until focusing on
	Oleg himself.

				OLEG
		This is second day in America.  First
		day was very exciting.  Full of thrills
		and chills.  Over there, is co-star of
		my new movie, Emil!

	He turns the camera around - FILMING EMIL.

				EMIL
			(to vendor)
		Who is he?

				VENDOR
		New York's finest.  This is his case.

	The VENDOR - picks up People.  Stephen Geller is on the
	cover.

				VENDOR (CONT'D)
		This all you want?  

				EMIL
		Do you know how much killer gets for
		movie rights?

				VENDOR
			(People)
		In here, says he wants a million.

				EMIL
		Million?!  The killer gets one million
		dollars for a television interview?

				VENDOR
		Hey, tabloids paid Ted Bundy - famous
		serial killer - half a million for his
		interview.  And how much you think
		Monica got for writing book about the
		President coming on to her?  It pays to
		be a killer or a whore in this country. 
		Look, you want magazine or not?

				EMIL
		Yes.  Both.

				OLEG
		And these.

	Oleg picks up FILM COMMENT, MOVIELINE and PREMIERE magazine. 
	Emil pays for everything.

				EMIL
			(to Oleg)
		Get a taxi.

	Oleg tucks the magazines in his coat, picks up the suitcases
	and hails a taxi.  As Emil collects his change he sees an old
	BLIND WOMAN waiting at the crosswalk.  The light's blinking
	WALK.

				EMIL (CONT'D)
		Let me help.

	Emil gently takes her arm and crosses her to the other side.

				BLIND WOMAN
		Thank you, son.

	Emil watches her walk on.

	INT. KING EDWARD HOTEL ROOM - DAY

	The hotel room is a hive of activity.  GIL is dusting the
	dresser for prints.  Another officer is stripping the bed and
	putting the bedding into a big, clear plastic bag.  As Eddie
	enters the crime scene, a POLICE PHOTOGRAPHER is standing in
	the doorway taking pictures.

				EDDIE
		Where is she?

				LEON
		Takin' a bath.

				EDDIE
		Any I.D.?

				LEON
		Still unknown but we're running prints. 
		Kid over there caught the case.

	Jordy enters.  Leon steps in his way.

				LEON (CONT'D)
		Sorry...PD only.

				EDDIE
		It's okay.

	Eddie walks over to a young detective.  TOMMY CULLEN, only
	26, is excited to meet Eddie.

				TOMMY
		Tommy Cullen.  Heard a lot about you. 
		Nice to meet you.  Here's what we got. 
		A girl in there, figure her to be a
		prostitute, looks like she was fighting
		for her life.  She's got defense wounds
		on her hands.  Right this way - in the
		bathroom.

				EDDIE
		After you.

	Eddie follows Tommy into the bathroom.  There's blood
	splattered all over the walls and the floor.  Honey's topless
	body lies in the tub tangled in the bloody shower curtain. 
	MURPHY, an Irish medical examiner (M.E.), is examining the
	body.

				TOMMY
		Room was registered to a Francis Capra.

				JORDY
		Capra?  That's not Czech or Russian. 
		Who said he sounded Russian?

				TOMMY
		The clerk?

				EDDIE
		Check the switchboard, see what phone
		calls were made from this room.

				TOMMY
		I'll do it.

	Tommy heads out.  Eddie takes out his cigar holder.  Slides
	out what's left of his cigar.  Re-lights it.  Looks down at
	Honey's body in the bathtub.  Gil's dusting the tub for
	prints.

				MURPHY
		Clothes were off in the other room.  Tub
		is dry except for the blood.

				EDDIE
		Any of you guys take a piss lately?

	Gil looks confused.  Eddie points to the toilet.  Seat is up.

				EDDIE (CONT'D)
		Do the seat for me.

	Gil crosses to the toilet and starts to dust it.  Eddie
	stands in the bathroom - studying the scene.  Holding the
	unlit cigar.  Looking around at the blood splattered walls.

				EDDIE (CONT'D)
		Only one guys checked in?

				LEON
		Yeah.

				EDDIE
		C'mere.  You wanna go to homicide
		school?  Here - make yourself useful.

	Eddie positions Jordy behind the tub next to the wall.

				EDDIE (CONT'D)
		Our killer...our killer's standing here
		slashing at her.  She's fightin' him. 
		The blood is splattering this way.  It's
		on this wall...
			(pointing to the right of
			 Jordy)
		And there's some specks over here.
			(to the left of Jordy)
		There's nothing here because someone was
		standing right here.  Someone big.  And
		he's got blood on him.  Lots of blood. 
		He wouldn't walk out of here like that.
			(turning to Murphy)
		Murphy, what kind of knife you think
		we're talking about here?

	Murphy pulls out a clear plastic ruler and walks over to the
	blood-splattered wall.

				MURPHY
		If you look here where he missed and hit
		the wall you see that the marks aren't
		deep but they're kinda wide... not your
		everyday kitchen or pocket knife.

				EDDIE
		What if the tip was broken off?

				MURPHY
		Could be.  Then we should find it here
		somewhere.

				EDDIE
		I think we've already found it.

	Eddie exchanges a look with Jordy as Tommy, the young
	detective, returns.

				TOMMY
		There was only one call from this room
		last night.  I dialed it.  It's an
		escort service.

				LEON
		Did you identify yourself?

				TOMMY
		Hey, I'm new but I'm not stupid.

				EDDIE
		Call communications and get an address
		on that number.

	Tommy holds up a slip of paper with the outcall service
	address on it.

				EDDIE (CONT'D)
		Good work.

	INT. KING EDWARD HOTEL ROOM - STAIRS - DAY

	Jordy hurries out - catches up with Eddie.

				JORDY
		You goin' to the escort service?

				EDDIE
		You got any better ideas?

				JORDY
		Mind if I ride along with you?

				EDDIE
		This has nothing to do with your fire.

				JORDY
		But what if it does?  You might need my
		help.

	As Eddie exits the hotel, a MAN approaches.

				MAN
		Hey, Eddie, can I get your autograph for
		my son?

	EXT. KING EDWARD HOTEL - DAY

	Jordy catches up.  Eddie finishes signing the autograph using
	the man's back.

				EDDIE
		I'll let you know what happens.

				JORDY
		This is ridiculous.  I'm not gonna be in
		your way - we can talk the case over.

				EDDIE
		Tell you what - I'll flip you a coin. 
		If you win you can come with me.  If you
		don't win, you don't come.

				JORDY
		I'll call it... tails.

	Eddie pulls out a coin and hands it to Jordy.

				EDDIE
		Okay.  I'll call it.  Heads.

	Jordy flips the coin and it's heads.

				EDDIE (CONT'D)
		Heads.  See, you lost twice.
			(beat)
		Okay.  Get in.

	Jordy goes for the passenger side of the car.  Before Jordy
	can get in, Eddie starts to pull away.  Jordy stands on the
	sidewalk - dejected.  Eddie stops the car again and this time
	lets Jordy get in.


				WHIP PAN TO:

	INT. UPPER EASTSIDE HALLWAY - DAY

	Eddie and Jordy arrive in front of Rose's door.  Eddie knocks
	and flips a coin to Jordy.

				EDDIE
		Oh here.  A souvenir.

	Jordy takes the quarter.  Not understanding what Eddie means. 
	He looks at the quarter.

				JORDY
		Two heads.

				EDDIE
		Better than one.

	Eddie suckered him with the coin toss.  Jordy reacts.  Eddie
	laughs - squirts Binaca in his mouth.  Knocks again.  We hear
	ROSE HELLER.

				ROSE (O.S.)
		Who's there?

				EDDIE
		Police.  We'd like to ask you a few
		questions.

				ROSE (O.S.)
		I have nothin' to say.  If you wanna
		contact my attorney...

				EDDIE
			(commands)
		Homicide, Miss Hearn.  It's Detective
		Eddie Flemming.  Open up.

	Rose reacts.  Immediately UNLOCKS, UNCHAINS and opens the
	door!  

				ROSE
		You!  I've seen you on TV!

	Eddie glances self-consciously at Jordy.

				ROSE (CONT'D)
		C'mon in.  C'mon in!

	INT. ROSE'S APARTMENT - DAY

	They enter.

				ROSE
		Just a minute.  Shit.  And I don't have
		a camera.  Hold on a second.

	Rose moves back to the phone - finishes up her conversation
	in Afrikaner.  We hold on Eddie and Jordy at the door.  Eddie
	looks around - taking in the place.  FOUR GIRLS are on
	phones.  Two girls take orders for customers.  The other two
	work the phone sex lines.  Rose hangs up the phone - turns to
	Eddie and Jordy:

				ROSE (CONT'D)
		What's wrong?

				EDDIE
		We don't have her I.D. yet, but one of
		your girls was killed last night at the
		King Edward Hotel.

				ROSE
		Oh my G-d.  Honey!  Honey's dead?

				JORDY
		Do you remember the man who called?

	Though Rose answers Jordy, she directs her response to Eddie.

				ROSE
		Yeah.  He wanted a girl from
		Czechoslovakia, but I sent him Honey
		'cause once they get there, you know, it
		doesn't really matter - Honey was
		killed...?  Poor girl...

				EDDIE
		Do you have any Czech girls working for
		you?

				ROSE
		No.

				EDDIE
		Did you tell him you did?

	A BUTCH GIRL enters.  Rose speaks to her in Afrikaner.

				ROSE
			(Afrikaner)
		Boy, she's so popular all the sudden.

				EDDIE
		What are you saying?

				ROSE
		Daphne.  Another guy came in asking me
		about her, too.

	Jordy pulls out the sketch, unfolds it.

				JORDY
		This her?

				ROSE
		Yeah.  Sort of.  I tried to recruit her,
		gave her my card.  She said she'd think
		about it but I never heard from her.

				BUTCH GIRL
			(Afrikaner)
		Beautiful eyes.

				EDDIE
		Who came by looking for her?

				ROSE
		He said he was her cousin.  I told him
		where she works.  They were just here.

				EDDIE
		Describe him.

				ROSE
		Tall, short-haired, scary eyes.  Second
		guy with him was...shorter, with a
		wrestler's build.  And he wouldn't turn
		his videocamera off me.

				EDDIE
		He had a videocamera?  Where is she? 
		Quickly!

				ROSE
		She washes hair up at Ludwig's - a salon
		on 63rd and Madison.

	EXT. EDDIE'S CAR - DAY

	As Eddie speeds through the street, SIREN BLARING.

	INT. EDDIE'S CAR - DAY

	Jordy holds on as Eddie darts in and out of cars with
	astonishing dexterity.  This man can drive.  Eddie picks up
	his phone - dials.  Jordy is on his cell phone as well.

				EDDIE
		Leon - meet us at 63rd and Madison. 
		Hair salon.  Ludwig's. 

				JORDY
			(overlapping)
		I'm on my way with Eddie.  Ludwig's. 
		63rd and Madison.  The suspects might be
		there already.

	Eddie looks over as Jordy disconnects.  Eddie picks up a beer
	he was holding between his legs - finishes it.

				EDDIE
		You thirsty?

				JORDY
		I'm on duty.

				EDDIE
			(drinking)
		So am I.  Alright, I'll go inside and
		you cover the back.

				JORDY
		Of course.

				EDDIE
		Hey!  I always wanted to be a cop when I
		was a kid.  I dreamed of running up to a
		door, kicking it in, pulling my gun and
		yelling 'Freeze!' at the bad guy! 
		What'd you dream about?

				JORDY
		I wanted to run up to a building on
		fire, kick in the door, rush into the
		smoke and save a kid.

				EDDIE
		Then I guess we're doin' this the right
		way, aren't we?  If we pull up to a
		burning building I'll gladly let you go
		first.

	Jordy looks at Eddie - can't deny he's right.

	INT. LUDWIG'S SALON - DAY

	We're in a moving video POV of Ludwig's, the hair salon -
	it's big and spacious.  The lens finds THE RECEPTIONIST.

				OLEG (O.S.)
		Daphne Handlova?

				RECEPTIONIST
		Daphne?  In the back.  Probably
		shampooing a customer's hair.

	Oleg approaches Daphne who is mixing hair dye.  LUDWIG, the
	owner, is with her.

				LUDWIG
		Why are you messing with your hair color
		again?  You're going to kill your hair. 
		You won't look good with black hair.

				DAPHNE
		I want to do it, alright?

				LUDWIG
		Well, then do it after work.  A
		customer's waiting.

	He leaves, a customer approaches.  She smiles at him - turns
	on the water in the sink then sees - Oleg filming her.  She
	backs up...suddenly moves to the emergency door!

	TO THE BACKYARD

	There's a garden out there.  Daphne runs toward the alley. 
	Oleg follows her - still videotaping.  As she rounds the
	corner she bumps into...Emil!  He pulls out his kitchen
	knife, shoving her against the wall, pushing the blade with
	the broken tip against her throat.

				EMIL
		I...I have a temper.

	She looks at him, not understanding.  Oleg films the scene.

				EMIL (CONT'D)
		When I lose it, I lose control.  I
		didn't intend to kill Milos but he stole
		from me.  Cheated me!  When I went to
		prison, they beat me.  I still didn't
		tell he was my partner.  I loved Milos
		like a brother...

	The tone in Emil's voice - there's an uncharacteristic
	softness to it.  He wants to reconcile his behavior to her.

				EMIL (CONT'D)
			(in English)
		I'm not a killer.

	The back door opens.  He shoves the knife in his pocket as
	Ludwig peers around the alleyway.  What he sees is Emil
	leaning close to Daphne, kissing her.

				LUDWIG
		Daphne, will you be coming back to work?

				DAPHNE
		In a minute, Ludwig.

	Ludwig leaves.

				EMIL
		Smart girl.  I'm glad you're not a
		whore.  But washing hair?  This is no
		job for a woman as beautiful as you. 
		They should be washing your hair.

	Emil reaches into his pocket and pulls out SOMETHING, sticks
	it in the palm of her hand, closing her fingers around it.

				EMIL (CONT'D)
		I don't want to kill you.  But if you
		talk, I will.
			(whispers)
		I thought you'd want these.

	He taps her hand...he turns and goes out the rear exit.  Oleg
	follows.  Jordy arrives.

				JORDY
		...Daphne?

	She says nothing.

				JORDY (CONT'D)
		I'm a fire marshal.  You remember me
		from the other night?  You are Daphne,
		right?

	She says nothing.  Eddie arrives.  Daphne turns.  Recognizing
	Eddie.

				EDDIE
		You don't have to be afraid.  We're here
		to protect you.  Come with me.  We want
		to talk to you.  You speak English
		alright?

	Eddie looks at Jordy.  Takes Daphne by the arm.
		
		EXT. LUDWIG'S SALON - CONTINUOUS

	As they come out, Eddie notices Daphne clutching something in
	her hand.  He reaches for her hand.  Opens it.  It's a
	brushed gold necklace.

				EDDIE
		Did he give you these?  Was he just
		here?

	Eddie searches the streets.  Notices Oleg and Emil on the far
	corner.  Oleg is videotaping him.  Leon and Tommy pull up. 
	Korfin behind.  They all pop out.  Eddie grabs Leon -
	squeezes his arm - quietly.

				EDDIE (CONT'D)
		The other side of the street.  The guy
		with the videocamera.
			(back to Jordy)
		Don't look - put her in the car.
			(to Leon)
		Stay this side.

				LEON
			(back to Tommy)
		Stay with her.

	They start heading down the curb - trying not to attract the
	attention of Oleg and Emil.

	A VIDEO CLOSE-UP

	of the scene from across the corner.

				EMIL
			(Czech)
		Put the fuckin' camera down!  Let's go!

	Emil starts to flee.

	EXT. NYC STREETS - CONTINUOUS

	What follows next is an incredible foot chase with Eddie,
	Jordy, Korfin and Leon running through traffic - chasing
	Emil.  Eddie tries to stay in the lead but is running out of
	breath.

				EDDIE
		Split up!

	Jordy runs down one side of Madison - Eddie, the other. 
	Korfin continues down 62nd and Leon covers the other side. 
	They search for Emil, grabbing people, turning them around,
	missing him.  Emil seems to have disappeared.

	Leon, gun raised, approaches the cafe.  As he rounds the
	corner, Emil darts out, cracking Leon across the face!  Leon
	crashes into a table, dropping his gun.  Emil scoops up the
	gun and PISTOL-WHIPS Leon.  BEATING the detective to a pulp. 
	People are running from the scene.  Emil takes Leon's wallet. 
	He is distracted by LAUGHTER.  Oleg is VIDEOTAPING the scene.

				OLEG
		Emil, look!

	Oleg swivels with the videocamera.  Korfin is running toward
	them - pushing through the crowd.  Emil FIRES!  Korfin is
	blown backwards.

				OLEG (CONT'D)
		Perfect!  Cut.  Print!

	Eddie arrives.  Bends down to Leon, whose face is red with
	blood.  Jordy runs to Korfin, who's laying in the street,
	shot in the side.  Jordy cradles his partner.

				EDDIE
		Are you hit?

				LEON
		No.  I'm okay.

				JORDY
			(to Korfin)
		Bobby, Bobby!  Where're you hit?!

				KORFIN
		It hurts.  Aw, Jesus!

				JORDY
		Lay down.  Stay down, Bobby.

	Jordy looks up as Eddie steps into the center of the street. 
	Cars screech out of the way!  Eddie crouches, taking aim at
	Emil, who is almost two blocks away.  It's an impossible
	shot, out of range.

	But Eddie closes an eye, aims and squeezes off one SHOT.  Two
	blocks away, Emil topples.  Korfin and Jordy look at Eddie,
	astonished he made the shot.  Emil scrambles to his feet. 
	Runs.  Eddie holsters his weapon.  Pulls out a handkerchief. 
	Dabs Leon's wounds.

				LEON
		He got my gun!  Motherfucker was filming
		the whole time!

				EDDIE
		I know.  Relax.  Take it easy.  Don't
		worry, we'll get those fuckers.
						

				DISSOLVE TO:

	EMS VEHICLE

	Eddie and Jordy watch as Korfin on a stretcher, is loaded in
	an EMS VEHICLE and in b.g., an EMS DOCTOR attends to Leon's
	bloody face.  Eddie and Jordy turn to go back into the
	restaurant, now cleared out - as Nicolette Karas arrives with
	her cameraman.

				NICOLETTE
		Detective - can you tell us what
		happened here?

				EDDIE
		I can't talk right now.  We have some
		things to take care of.

	Jordy moves off, he doesn't want to get pulled in front of
	Nicolette.

	Daphne can be seen waiting in the back of the restaurant,
	maybe twenty feet away.  Tommy stands next to her.  This is
	where Eddie and Jordy are headed.

				NICOLETTE
		I understand, but I noticed that the
		Fire Marshall is here with you.  Is this
		somehow related to the fire department?

				EDDIE
		I really can't give out any information
		right now at this point.

				NICOLETTE
		Okay.  But I do understand that your
		partner, Leon Jackson's been injured. 
		Is that correct?

				EDDIE
		He was hurt, but not seriously.  He'll
		be fine.

				NICOLETTE
		Do you have the suspect in custody?

				EDDIE
		Um...now is not a good time, okay. 
		Detective Jackson's hurt.  He's fine. 
		I've got a Fire Marshall shot, Detective
		Jackson is hurt but not seriously.

				NICOLETTE
			(to cameraman)
		Alright, cut, cut, cut.

	Mike the cameraman cuts the cameraman - lowers it from his
	shoulder.

				NICOLETTE (CONT'D)
			(to Eddie)
		Eddie, are you okay?

				EDDIE
		Yeah.  Now's not a good time.

				NICOLETTE
		Alright.

				EDDIE
		Alright?

				NICOLETTE
		Alright.

				EDDIE
		Alright.

				NICOLETTE
		Okay.

	Eddie walks into the restaurant.  Throws a look back at her,
	then enters.

	INT. ARMAND RESTAURANT - DAY

	Jordy talks to Daphne. 

				DAPHNE
		I told your partner, I can't help.  I
		didn't see anything.

				EDDIE
		C'mon, start at the beginning.  You know
		these people?

				DAPHNE
		Tamina was a friend of mine.  My shower
		was broken, she let me use theirs.

				EDDIE
		Go on.

	She says nothing.

				EDDIE (CONT'D)
		Whether you tell us or not, we'll find
		out.  Better if it comes from you.

				DAPHNE
		If I tell you, will you arrest me?

				EDDIE
		Arrest you for what?  Why would we
		arrest you?

	She still hesitates.

				EDDIE (CONT'D)
		What are you hiding?  Why are you afraid

				JORDY
		She just saw two of her friends killed! 
		They probably threatened her.

				EDDIE
		Is that all there is?

	She looks at Eddie.

				EDDIE (CONT'D)
		Are you here illegally?  Don't worry
		about that.  We'll talk to Immigration. 
		They won't deport you.

				DAPHNE
		No, no, don't talk to Immigration!

	She clams up.

				JORDY
		Why not?

				EDDIE
		Something back home?

	Jordy leads Daphne to a table - she sits.  Eddie sits across
	from her.  Jordy crouches down next to her.

				DAPHNE
		...my little sister and I shared a flat -
		I came home one night and a man was
		raping her.  His gun was on the chair...
		He came at me and I shot him.

				JORDY
			(optimistic)
		Alright.  That's a justifiable homicide.

				DAPHNE
		Yes, but he was a cop.

				EDDIE
		A cop?

				DAPHNE
			(beat)
		I'm from a small town in Slovakia.  Like
		the South here.  The Police is right, a
		civilian is wrong.  So I fled.

				EDDIE
		Look, we can help you but right now we
		have to deal with what's happening here. 
		Tell us the truth...is that the truth?

				DAPHNE
		You're a cop - you'll never believe me.

				JORDY
			(to Eddie)
		Can I talk to you?

	Eddie steps away with Jordy.  Keeping his eyes on Daphne. 
	She tries to listen.

				EDDIE
		She's fucked.  Even if that story is
		true.

				JORDY
		Raw deal.

	Eddie tilts his head.  Measures Jordy.

				JORDY (CONT'D)
		Look - let me talk to her.  Any leads I
		get, they're all yours.  Just let me
		have a first crack at her.

				EDDIE
		You wanna talk to her alone?

				JORDY
		Yeah.

				EDDIE
		What would your girlfriend think of
		that?

				JORDY
		I don't have a girlfriend.

				EDDIE
		My point exactly.

				JORDY
		I'm serious here.

				EDDIE
		So am I.

				JORDY
		C'mon.  You intimidate her 'cause you're
		a celebrity.  She sees me differently.

				EDDIE
		You're her Savior?  Is she the kid
		you're gonna save from the burning
		building?

				JORDY
		You know what I'm saying here.

	Eddie looks at his watch.  Thinks it over.  Measures Jordy.

				EDDIE
		Okay, tell you what, I'll give you a
		head start.  You take her to the station
		house.  Don't let her out of your sight. 
		She's the only warm body we got left.

				JORDY
		Hey.  I'm a professional.

				EDDIE
		Women like that have a way of turning
		professionals into amateurs.

	He gives Jordy a look and heads for the door.

	INT. A SEEDY BATHROOM - DAY

	Emil pulls off his sock and shoe, lifts his foot into a
	stained sink and washes the blood away, exposing the chunk of
	pink flesh taken out of his ankle.  Emil grabs some toilet
	paper, plugs the wound, then cuts the towel off the dispenser
	with his kitchen knife and wraps his ankle.  He grits teeth
	in pain.  The lights go out.  Then Oleg adjusts the
	fluorescent light above the sink.

				OLEG
		Gotta light the scene better.  Now it's
		more moody... like a scene from THE
		THIRD MAN.

				EMIL
		Shut up.

				OLEG
		Does it hurt?

	Emil lifts his foot out of the sink.

				EMIL
		This is nothing.

	Emil lifts his shirt, exposing his back.

				OLEG
		Oh, shit.  I hate looking at that!

				EMIL
		Don't want to film this?

	We don't see what Oleg sees - not yet - but from his
	expression, it's horrible.

	INT. JORDY'S CAR - DAY

	Daphne rides in the backseat.  Jordy's watching her in the
	rearview.

				DAPHNE
		Now I become custody of police
		department?

				JORDY
		If you cooperate with the DA - maybe
		they'll help you with your situation.

				DAPHNE
		I will if they don't send me back.

				JORDY
		They won't until this is over.

	She looks away.  Out the window.  Jordy sees emotion filling
	her eyes.  She looks back at him - her eyes have teared up.

				DAPHNE
		Are you married?

				JORDY
		Divorced.

				DAPHNE
		Do you live alone?
			(beat)
		I've been in these clothes since...the
		killings.  Could we stop at your place? 
		I could take a shower...before I go into
		custody?

	Jordy looks at her.  Can't quite tell if she's trying to
	manipulate him or really just wants to get cleaned up before
	all the shit starts.

				JORDY
		I can't take you to my place.

				DAPHNE
		Somewhere else?

	Jordy looks at her...
		

	EDDIE

	Staring right at us.

				EDDIE
		I want to talk to you about something
		serious.

	He holds up the diamond engagement ring.

				EDDIE (CONT'D)
		I want to live the rest of my life with
		you...I don't know you've been married
		before and I've never been married, but
		I do love you, and...

	Eddie is standing in front of a mirror - rehearsing the
	proposal.  He notices a small dab of blood on his shirtcuff. 
	Leon's blood.  Paulie enters carrying a towel and a vodka
	tonic.

				PAULIE
		She's here.

	Paulie sets down the drink and begins their silent ritual. 
	He hands Eddie the towel.  Eddie wipes off his face and
	hands, then hands the towel back to Paulie.  Paulie helps
	Eddie on with his coat.  Eddie takes some Visine out of his
	coat pocket.  Drops a few in each eye.  HE straightens
	himself and looks in the mirror, taking a big gulp of the
	drink.  Eddie sets the glass down and starts out.  Paulie
	hands him a Binaca.  Eddie gives himself a squirt as he
	exits.  Paulie follows.

	INT. P.B. HERMAN'S RESTAURANT - DAY

	It's lunchtime...it's crowded.  Eddie takes a seat at a
	table.  He takes the ring out of his pocket - holds it under
	the table.  Nicolette Karas walks up to Eddie from behind. 
	Gives him a kiss on the cheek.

				NICOLETTE
		Hey, honey.

				EDDIE
		Hey.

	She orders a drink in Greek from the Greek waiter, then sits
	down across the table.  There's a long pause - they just look
	at each other.

				NICOLETTE
		What is your problem?  Why'd you snap at
		me?  I just wanted a statement.

				EDDIE
		I can't...I can't answer you just
		because you want me to answer you!

				NICOLETTE
		You didn't have to embarrass me in front
		of my colleagues.  You could give me
		something.

				EDDIE
		Oh, I'm sorry.  Did I embarrass you,
		sweetheart?  Oh...

				NICOLETTE
		Stop it.

				EDDIE
		Maybe I should just, ya know...turn to
		the cameras and say, do you mind if we
		just work something out?

				NICOLETTE
		Alright, alright, Eddie.  Don't
		patronize me.

				EDDIE
		I'm not.

				NICOLETTE
		Yes you are.  I'm not just some
		reporter.  I don't just stick a
		microphone in your face.  You could give
		me something.

				EDDIE
		Yeah, well you took the camera and put
		it right down on the evidence.  That
		was...

				NICOLETTE
		That was good.  You were holding the
		evidence.

				EDDIE
		You were merciless.  You didn't give a
		shit if you got me or not.

				NICOLETTE
		Well, who was it that taught me how to
		do that?  Huh?

				EDDIE
		You're ruthless.

				NICOLETTE
		You're not so bad yourself.

	They look at each other.

				NICOLETTE (CONT'D)
		C'mere.

	They kiss.

				NICOLETTE (CONT'D)
		Look at this.  You have blood on your
		shirt.  Whose is it?

				EDDIE
		Could be Leon's.

				NICOLETTE
		Jesus.  And last week you came over with
		blood on your shoes.  What am I going to
		do with you?

	Eddie takes her hand.

				EDDIE
		You know, I been thinkin'...these shoes
		might look nice with another pair of
		shoes next to them in the closet.

	She looks at him.

				EDDIE (CONT'D)
		You know, Nicky, I've been married twice
		before.  My first wife was a
		professional woman, didn't have time for
		children.  My second wife...I never
		wanted to go home to her.

	Nicolette's phone rings.  Eddie stops - looks at the ringing
	phone.

				NICOLETTE
		What are you doing?  What are you
		saying?

	Nicolette's phone keeps ringing.  Eddie stares at it.

				NICOLETTE (CONT'D)
		Eddie?

	Nicolette's phone keeps ringing.

				NICOLETTE (CONT'D)
		Don't worry about the damn phone.  I
		won't answer it.

				EDDIE
		Answer the phone.

				NICOLETTE
		No.  Tell me what you want to say.

				EDDIE
		Answer it.

				NICOLETTE
		Okay.  Okay.  Hold that thought just for
		a second.  They only call me when it's
		an emergency.  Just hold that thought.
			(into the phone)
		Can you call back?

				PHONE VOICE (O.S.)
		We need you here in twenty minutes.  Get
		in a cab.

				NICOLETTE
		What're you talking about?

				PHONE VOICE (O.S.)
		Katie.  We don't know where she is.  We
		can't find her.  You gotta anchor the
		5:00.  This is your shot.  Come now.

				NICOLETTE
		What?  Oh.  Okay.  Yeah.

	The line disconnects.  She collapses the phone.  Turns to
	Eddie.

				NICOLETTE (CONT'D)
		Oh my G-d, they want me to anchor.  They
		want me to anchor tonight!

				EDDIE
		That's good.

				NICOLETTE
		Yeah.

				EDDIE
		Well, that's great.

				NICOLETTE
		Okay.  That is great.  But I can't go
		now, we're in the middle of something
		here.

				EDDIE
		No.  Go ahead.  You're gonna be great.

				NICOLETTE
		No.  No, listen to me here.  I want to
		know what you're talking about.  You
		know, the shoe thing and the marriages
		and...

				EDDIE
		I'll tell you tonight.  Let's do it
		tonight.  As soon as you get back we'll
		talk.  We'll talk.

				NICOLETTE
		Promise?

				EDDIE
		I promise.  We'll talk.  You'll be
		great.  You'll be fine.  Go ahead, just
		imagine that, uh... Just look into the
		lens and imagine you're talking to me.

				NICOLETTE
		Yeah.  I'll do that.  As long as you're
		not patronizing me.

				EDDIE
		Patronizing you... Nay, I love you.

				NICOLETTE
		I love you.

	They kiss.

				NICOLETTE (CONT'D)
		Okay, til tonight.

				EDDIE
		Tonight.

				NICOLETTE
		You promise?

				EDDIE
		Yeah.  I promise.

				NICOLETTE
		Okay.  And you know what, I'll swing by
		my place, grab a couple pairs of shoes
		and maybe just test them out next to
		yours...How's that... Would that be a
		good thing.

				EDDIE
		Yeah, yeah.  Good thing.

				NICOLETTE
		Okay.

				EDDIE
		See you later.  Good luck.

				NICOLETTE
		Thank you.

				EDDIE
		Don't be late.

	She walks out.

	INT. FIRE STATION 91 - DAY

	Jordy unlocks the door.  Enters with Daphne.  The fire
	station is empty.

				JORDY
		The men are out of quarters - practicing
		putting out fires.

				DAPHNE
		So...the station is empty?

				JORDY
		Yeah.  This way.

	He gestures toward the stairs.

	INT. FIRE STATION LOCKER ROOM - CONTINUOUS

	Jordy and Daphne walk through the locker room.  Her eyes
	never leaving Jordy's.

				JORDY
		You considered becoming a prostitute?

				DAPHNE
		Yes, I considered it.

				JORDY
		Did you ever turn tricks before?

				DAPHNE
		No.

				JORDY
		What about back home?

				DAPHNE
		No.

	Daphne stops.  Looks at him.  Stands very close.

				DAPHNE (CONT'D)
		I came here.  I had no money.  I knew no
		one.  I couldn't get a job because you
		have to have a green card to get work. 
		They approached me - I could've made a
		lot of money.  I considered it, but...
		it's not who I am.  They pay me below
		the table at Ludwig's.

				JORDY
		So you were never a prostitute?

				DAPHNE
		What are you asking me?

				JORDY
		I'm just trying to find out who you are.

	She looks up into his eyes.  Searching.  Thinking he's
	hinting.

				DAPHNE
		Can you let me go?

	She leans in close to him - giving him the opportunity to
	kiss her.  Jordy is tempted but...remembers Eddie's warning
	and backs up slightly.

				JORDY
		Showers are this way.

	Desperate now, willing to do anything, Daphne moves in even
	closer.

				DAPHNE
		You could shower with me.

	Jordy is locked in her eyes.  Almost giving in.  Then breaks
	away.  Gestures towards the showers. 
	Daphne looks away form him - crestfallen.  She heads to the
	showers.  Jordy follows her into the bathroom.  The walls are
	lined with shower stalls.

				JORDY
		I'll uh, I'll get you a towel.

	He leaves her there.  Alone.  She quickly moves to the
	window.  Opens it.  Looks down.  It's a two-story drop to the
	street.

	JORDY

	gets a towel from the locker room.  His beeper goes off.  He
	checks the number but decides not to return the call.  We
	follow him back into the bathroom.  The shower is on but he
	notices the window.  It's open.

				JORDY (CONT'D)
		Shit!

	He rushes over.  He looks out.  No sign of her.  He turns -
	looks back at the shower.  It's on but he can't see through
	the curtain.  Can't tell if she's there.  He walks over -
	quickly - fearing that she's left.  He pulls the curtain
	aside.  She's crouched in the corner shower stall.  Holding
	herself.  She looks up at him - her eyes filled with tears.

				JORDY (CONT'D)
		Are you alright?

	Jordy sits on the bench next to the shower.

				DAPHNE
		I'm not a whore.  I'm not a whore.

				JORDY
		I know.

				DAPHNE
		You don't know.  I'm sorry.  I was
		desperate.  That's not me.  I shot a
		cop.  Can you imagine what they'll do to
		me when I got to prison?

				JORDY
		They're not gonna send you right back.

				DAPHNE
		I'm sorry.  I didn't mean to...I'm glad. 
		Actually I'm glad it's over.  All this
		time.  Hiding.  Never being able to look
		anyone in the eyes. 
		Always afraid that someone would find
		out who I was.  Never trusting anyone...

	He covers her with the towel, pulling her up.

				JORDY
		You can trust me.

	She embraces him.  Trusting him.  He stands there for a
	moment.  Then awkwardly holds her.  Comforting her.
		
		INT. NYC RESTAURANT - DAY

	CLOSE UP

	on a steak.  Male hands cut a piece.  Another male hand sets
	down a huge bottle of Extra Strength Excedrin.  The hands
	abandon the steak and rip open the bottle.  The CAMERA pulls
	back to include the LCD screen of Oleg's videocamera.  He is
	taping Emil as he rips open the safety plastic with his
	teeth.  Emil is sweating with fever and his eyes are glazed
	over in pain.  He 'drinks' pills from the bottle and chews
	them up.  Wincing in pain.  Emil washes them down with a
	beer.

	Emil looks down and the camera follows his gaze to the
	"People" magazine article he's reading on Stephen Geller. 
	Emil laughs.  Shaking his head at the article as the
	videocamera tilts back up to his face.

				OLEG
		What is it?

				EMIL
		The video of Milos and Tamina - I told
		you to erase it.

				OLEG
		I did.

				EMIL
		And the whore's murder?  You didn't
		erase that either, did you?  Don't lie,
		I won't be angry.

				OLEG
		Why not?

				EMIL
		Put the camera down, Oleg.

	Oleg closes the LCD screen and puts the camera down.  Emil
	removes a small address book -- from Leon's wallet - he looks
	up Eddie Flemming's name.

				OLEG
		What is that?

				EMIL
		What does it look like?  It's an address
		book!

	Oleg jumps up with the camera to tape the book.

				OLEG
		Let me get a shot of it.

				EMIL
		Sit down!

				OLEG
		This way.  Hold it this way.  Good.

	Oleg gets a shot and quickly sits back down.

				OLEG (CONT'D)
		Why won't you be angry at me for keeping
		my movie?

	Emil takes a gulp of beer - drops cash on the table and limps
	away.  Oleg follows.
		

	INT. PRECINCT - DAY

	It's quiet - Chief Duffy paces in front of the Sergeant's
	desk.  Looking at his watch.  Growing more and more
	aggravated as every second ticks by.  Jordy enters escorting
	Daphne.  Sees Duffy and tires to go past him.  Duffy turns
	and sees Jordy and Daphne.

				DUFFY
		Hey.  Warsaw.

	Jordy stops and comes back.  Sitting Daphne down on a bench.

				JORDY
		Hey, Chief, what are you doing here?

				DUFFY
		I came to see how the investigation was
		going.
			(looks at Daphne)
		I called and you're not here.  I wait up
		at the station and you don't even show
		up!!!  I beep you - you don't return my
		call.  Where the hell have you been?!

	Jordy takes a few steps away from Daphne.

				JORDY
		Ladder 20 was on the Rock for training. 
		We stopped there... so she could get
		cleaned up.

				DUFFY
		What do you mean, 'cleaned up?'

				JORDY
		I let her take a shower.

				DUFFY
		A shower!?  Did you take one, too?

				JORDY
		No!  Nothing happened.

				DUFFY
		Oh really.  That's nice.  You took a
		homicide witness to take a shower after
		your partner was shot?  Are you out of
		your fucking mind??  Are you having that
		much trouble gettin' dates?!

				EDDIE (O.S.)
		I told him to take her there.

	Jordy and Duffy turn.  Eddie walks out.  Eddie turns - Tommy -
	the young detective who caught the case in the King Edward
	Hotel - is coming out of the back office.

				EDDIE (CONT'D)
		Tommy, get her outta here.

	Tommy takes Daphne into the precinct.

				TOMMY
		This way, ma'am.

				EDDIE
		There was too much press hangin' around
		there.  I didn't want her face on the
		news.  So I told him to take her to a
		quiet area until things settled down.

				DUFFY
		Oh.

				EDDIE
		It was my decision, not his.

				DUFFY
		Well, I'm the Deputy Chief Fire Marshall
		and every now and then I'd like to be
		included in decisions.

				EDDIE
		Look, after Jordy briefs me, you can do
		the press conference.  How about that? 
		The case is all yours.

				DUFFY
		Oh yeah...?  Alright.

				EDDIE
			(to Jordy)
		I'm ready to be briefed.
			(to Duffy)
		Excuse us.

				DUFFY
			(to Eddie)
		Yeah, sure.
			(to Jordy)
		Beep me when you're ready for the press
		conference.

				JORDY
		Will do, Chief.

	Eddie leads the way, walking past the Sergeant's desk -
	toward the back and to his office.

				JORDY (CONT'D)
		Eddie, I...

	Eddie holds up his hand - silencing Jordy.

				EDDIE
		Wait.

	INT. POLICE PRECINCT - DETECTIVE ROOM'S SQUAD - DAY

	A handful of detectives talk about work over burned coffee. 
	Eddie enters with Jordy.

				EDDIE
		Guys...give me a few minutes?

	They empty out.

				JORDY
		Look, Eddie, I'm tellin' you - I didn't
		touch her.

				EDDIE
		Well, you shoulda because nobody's gonna
		believe you didn't...including me.

				JORDY
		I took her there for a shower and that's
		it.

				EDDIE
		Just a shower?

	Eddie gives Jordy a questioning look.

				JORDY
		Yeah, just her in the shower.  Nothing
		happened.  Look, I'm sure you probably
		think I'm a fool and I fucked up, but...

				EDDIE
		No, I don't think you were a fool, I
		just think you were stupid about it.  I
		mean, to say the least, you outta know
		better.  You don't know her well enough. 
		She's got the potential to fucking hang
		you even if she suggests that you made a
		pass at her, it's fuckin' over.  You can
		deny it all you want, but it will not
		make one fucking bit of difference. 
		You're dead.

				JORDY
		I told you, you know, I thought I was
		doing the right thing, you know, I think
		she's innocent.

				EDDIE
		Well, it's not up to you to decide
		whether she's innocent or not.  Don't
		you understand, that's why you're a
		professional.

				JORDY
		But, I mean, didn't you ever go out on a
		limb for somebody?  I mean, you shoulda
		heard her there.  Tellin' her whole
		story...I believed her.

				EDDIE
		How you go out on a limb for somebody is
		by giving her a number of an Immigration
		lawyer.  Here, here's a number of an
		Immigration lawyer.  That's how you help
		her. 
		But you can't get involved in her like
		that.  You're gonna jeopardize your
		career, your life and you're gonna
		jeopardize my case.  And lemme give you
		another piece of advice.  Maybe you
		don't watch TV but I'll let you in on a
		little secret - the whole fuckin' world
		watches television.  And when you get
		out there, they know your face.  And the
		little fame, the little fuckin' itty
		bitty fame that I get in this city makes
		it a lot easier for my job.  And I get
		more done because of it.

	Jordy studies Eddie for a quiet beat.

				JORDY
		Why'd you help me back there with the
		Chief?  Why'd you stand up for me like
		that?

				EDDIE
		You know, I don't know.  I like you. 
		You remind me of a puppy I used to have. 
		He pissed on the rug all the time, but I
		still kept him.

	Eddie picks up his cigar that's going out.  He sticks it in
	his mouth.  A match is lit.  He looks up.  Jordy holds the
	match.  Eddie dips the end of the cigar and puffs.  The
	homicide detective and the fire marshal hold a look.
		

	INT. EDDIE'S APARTMENT - NIGHT

	Eddie walks in - carrying flowers.  He closes and locks the
	door behind him.  He grabs the phone.  Dials.

				EDDIE
		It's Flemming...anything turn up?  Did
		they check the hospitals?  Airports? 
		Yeah, I hit him!  I fuckin' hit him!  We
		should be all over everywhere - with
		dogs, choppers, everything!  These guys
		are from fuckin' Czechoslovakia...

	He looks at the flowers.  Decides to put the case behind him
	for a moment.

				EDDIE (CONT'D)
		I'll call you later.

	He HANGS up.  Arranges the flowers in a vase.  So they look
	perfect.  Sets them on the coffee table.  Fills out a card,
	writes, "Nicky, I love you. 
	Will you marry me?"  He sticks the card in the flowers -
	turns the lights down low.  Puts a romantic Sinatra song on
	the stereo.  Moves to the liquor cabinet.  Pours himself a
	drink.  He sets the ringbox on the coffee table - next to the
	flowers.  There's a knock at the door.

				EDDIE (CONT'D)
		Coming!

	Eddie smooths his hair, unlocks the door.  But the hallway is
	empty.

				EDDIE (CONT'D)
		Nicky!?!?

	No answer.  Eddie steps out in the hallway with the drink in
	his hand.  Walks toward the elevator.  Doesn't notice the
	shadow that passes behind him - entering his apartment. 
	Eddie turns.  No sign of anyone.

				EDDIE (CONT'D)
		Nicky?!

	He walks back toward his apartment.  Turns and locks the
	door.  A BLUR jumps out of the shadows SLAMMING him on the
	head with a gun.  Eddie tumbles to the floor!  OUT COLD!

	A BLURRED VIDEO IMAGE

	as it's focused - on Eddie - handcuffed and upper body taped
	to a chair - 20 minutes later - sobered up.  Emil is sitting
	in front of him.  On the coffee table alongside him are the
	flowers in a vase.  They've ransacked the place.  Emil has
	Eddie's watch, his gold shield and his money.  He's smoking
	one of Eddie's cigars and in Emil's hand...is the diamond
	engagement ring and card.  Oleg, 60 MINUTES-style, is
	positioned behind Emil videotaping Eddie.  He moves to the
	corner of the room - bringing a light back over to illuminate
	Eddie's face.

				EMIL
		So...who's Nicky?

				EDDIE
		What do you want?

				EMIL
		Your opinion.
			(leaning forward)
		You see, they going to make a movie
		about me, too, Eddie.  And write books.

				EDDIE
			(sarcastic)
		What's your accomplishment.

				EMIL
		I kill someone famous.

				EDDIE
		Then do it, asshole.

				EMIL
		Good - be tough to the end.  Actor who
		plays you will want to die like hero.

	Eddie looks at the videocamera.  Emil answers Eddie's look.

				EMIL (CONT'D)
		So tabloids don't have to do re
		enactments.  They going to have real
		movie this time.

				EDDIE
		If you kill me and film it you're
		putting a noose around your neck.

	Emil turns to Oleg.

				EMIL
		Turn it off.

	Oleg obeys.  Emil turns to Eddie.

				EMIL (CONT'D)
		No.  We are insane.  Who else but crazy
		men would film their murders?
			(gestures to Eddie)
		So we kill someone famous and if we are
		caught, we are sent to mental hospital. 
		But what good is money there?  Because
		once in hospital I say I not crazy. 
		Just pretended to be acquitted.  We see
		psychiatrists.  They must certify we are
		sane and because of your - what is law
		called?
			(Eddie says nothing)
		Oh - I got it.  Because of your Double
		Jeopardy law, we can't be tried for same
		crime twice.  We come out free, rich and
		famous!

				OLEG
		Good idea!

				EDDIE
		You really think you'll be able to fool
		a jury with this bullshit?  How fuckin'
		stupid are you?

				EMIL
		Smarter than Americans.  You're fed cry
		baby talk shows all day long.  Not only
		will Americans believe me, they'll cry
		for me.
			(laughs)
		So...Detective Eddie Flemming, would you
		like to say goodbye to your Nicolette? 
		Maybe you can propose to her now?

	Eddie says nothing.  Just stares at Emil.  Emil puffs on
	Eddie's cigar.

				EMIL (CONT'D)
		Okay.  He has nothing to say.
			(signaling Oleg)
		Start the camera!

				OLEG
		Cut!

	Emil looks at Oleg.

				OLEG (CONT'D)
		This is my project.  I say 'action.'  I
		am the director!  You are the talent. 
		You wait for me to say 'action!'

	Emil looks at Eddie as if to say, "See what I have to put up
	with."  Oleg gestures from behind the videocamera.

				OLEG (CONT'D)
		And...action!

	Oleg FILMS as Emil raises Eddie's service revolver.  Eddie
	suddenly KICKS at Emil's hand, but Emil pulls it away,
	backing out of Eddie's reach.

				EMIL
		Bad last moment - I cut that out.

	Emil raises the pistol again - pointing the gun at Eddie's
	left temple.  Emil cocks the hammer, but Eddie avoids the
	gun, ducking his head to the side of Emil's arm.  Standing
	and following his head up Emil's arm and pushing him over
	into the desk.  Eddie then knocks Emil with the chair and
	Emil falls off the desk and onto the floor.

	Oleg still grips the videocamera.  Eddie continues around
	with the chair and drives Oleg back across the room - pinning
	him to the wall.

	Eddie comes back from Oleg to the gun at the same time as
	Emil is limping for it.  Eddie knocks Emil out of the way
	with the chair and then stabs him with the legs of the chair
	repeatedly.

	Eddie comes up and around again at Oleg who is coming at him
	from the wall.  Eddie knocks Oleg over the coffee table and
	onto the sofa.  Falling on top of him, rolling over and
	leaving Oleg on the sofa.

	Eddie manages to get up from the sofa and position the chair
	in such a way that he can fall over backward and grab the
	gun.  Emil limps toward the gun at the same time and it is
	not clear in the darkness who has the gun.

	Oleg gets up from the sofa and goes over to get the
	videocamera.  Eddie has managed to get the gun and comes up
	as Oleg is moving in with the camera and starts shooting
	toward Oleg - managing to shoot one of the blinds off the
	window and one of the lampshades off the lamp.

	Oleg crouches down with the camera and Eddie starts to turn
	toward Emil who comes at him with the knife and stabs him in
	the stomach.

	Emil steps back, revealing the knife is BURIED IN EDDIE'S
	STOMACH.

	Eddie stumbles backward, falling over but still attached to
	the chair - holding the gun.  Eddie can't believe he got
	stabbed.  Blood swells around his stomach.  He can't be
	dying.  This can't be happening.  He looks at Emil.  The pain
	is terrible.  Oleg has knelt down next to Eddie - getting a
	close up.

	Emil looks at Eddie.

				EMIL (CONT'D)
		Die.  Die.

	Emil looks around.  Grabs a black pillow and finishes Eddie
	off, suffocating him.
		

	BLACKNESS

	We are moving through a tunnel - pitch black, so dark all you
	feel is the motion.  We are travelling very fast.  Finally,
	in the distance, a speck of light which fills the frame. 
	We slowly pull back from the white light to discover it is a
	tiny pixel on a TV screen.

	WIDENING

	further out we see Eddie's funeral on the evening news.  It's
	an enormous gathering - a sea of blue uniforms and
	dignitaries.  In the upper right hand corner, superimposed
	over the funeral, is a picture of Eddie from his ID and in
	his NYPD uniform.  We see Oleg's reflection on the set with
	the videocamera.  He is filming the TV.  We hear the audio
	from Eddie's funeral.

				NEWSCASTER (ON T.V.)
		..Detective Flemming was one of the most
		decorated NYPD detectives in the history
		of New York.  He made several thousand
		arrests during his career, including the
		famed Stephen Geller case.  Beloved by
		the community in which he served.  His
		partner eulogized him...

	Leon is at the mic. 

				LEON (ON T.V.)
		...Eddie was my mentor, my best friend
		and my partner...he taught me the
		meaning of the word 'cop.'  He was a man
		in every sense of the word.  I'll miss
		him...
			(choking on tears)
		Sleep well, brother.

	Leon begins to sing "Amazing Grace."  Oleg PANS from the TV
	and focuses it on a lightbulb.  Hands enter the frame -
	carefully pouring clear liquid into an ashtray.  A long
	hypodermic needle slides into the ashtray - the plunger is
	pulled back and the needle quickly fills with liquid. 
	Gingerly, the needle is inserted into the lightbulb.  Again,
	the plunger moves and the lightbulb is filled and placed on a
	table...next to a CAN OF GASOLINE.  VIDEOCAMERA ZOOMS OUT
	revealing...Emil sitting at a hotel desk doing this.

	INT. P.B. HERMAN'S RESTAURANT - DAY

	It's packed with COPS drinking.  Prosecutors...lawyers...many
	who were at the funeral, including Leon.  All wear the black
	ribbon on their badges.  There's a quality of an Irish wake -
	boisterous, guys cursing...many cops in uniform.  A buffet
	has been laid out.

	Hawkins enters in a black suit, wearing a black ribbon.  He
	greets people, shaking hands, embracing Leon.

				HAWKINS
		Awful...what an awful day.  He was New
		York City.

	Hawkins notices a young man by the window.  Teary-eyed.  It's
	Tommy.  Hawkins nods to him.

				TOMMY
		I never got to tell him how much I
		admired him.

				HAWKINS
		I know, son, I know.  We all loved him.

	Hawkins moves on...greeting others.  He notices at the end of
	the bar - sitting alone on a stool - is Nicolette.  He moves
	to her.  Pulls up a stool alongside her.  She turns, looks at
	him.  Just stares at him for a long beat.  She is bombed. 
	Definitely drunk.  She's had many.  She turns to Hawkins.

				NICOLETTE
		You know...you know he was gonna propose
		to me.  The crime guys found a card he'd
		written out to me.  And a ring
		box...these fuckers that killed him -
		have my ring.  They have my diamond
		engagement ring...

	Hawkins touches her shoulder with compassion.

				HAWKINS
		I know.

				NICOLETTE
		What do you mean you know?  He told you
		he was gonna propose to me?

				HAWKINS
		Well, he...

				NICOLETTE
			(overriding)
		I want to hear everything he said.

				HAWKINS
		I'm trying to tell you.

				NICOLETTE
		Alright.  Go ahead.

				HAWKINS
		That morning.  He was talking to me and
		Leon about marriage.

				NICOLETTE
		Oh my G-d.  We were having lunch here. 
		He started making overtures - talking
		about little shoes next to his in his
		closet but I got a call to anchor - and
		I walked out on him.  I walked out on
		him when he was trying to ask me to
		marry him!!

	Nicolette is crying now.  She angrily wipes away a tear.

				NICOLETTE (CONT'D)
		I'd never had a great relationship
		before.  I'd never made great choices
		with men.  And he wasn't easy to get to
		know.  He was older, my parents told me
		I was nuts to get involved with him. 
		But he was so great to me.  Always
		encouraging, telling me I could do
		anything...
			(beat)
		He was the one.  You know, I'd give up
		everything - everything - for just a
		little more time.  I would've spent
		fifteen minutes with him if that's all I
		knew I had.

	She's lost it.  Hawkins consoles her.  Nicolette shrugs him
	off - turns back to her drink.  Downs the rest of it.  A
	woman arrives, MAGGIE, Hawkins' producer - assistant in tow.

				MAGGIE
		Robert...?

				HAWKINS
		What are you doing here?

				MAGGIE
			(holding a cellular)
		You've got a call.

				HAWKINS
		I can't talk to anybody right now, can't
		you see I'm busy!  I can't talk
		business.  Hang up.  Have a drink.
			(to Paulie)
		Get her a whiskey.

				MAGGIE
		Trust me, you'll want to take this call.

	Robert steps off the stool.  Takes the phone.

				HAWKINS
		Hello?  Who is this?
			(listens)
		How do I know this is you?

	Hawkins gives Nicolette a comforting squeeze on her shoulder. 
	Backs away from the bar.  Now out of hearing distance, he
	looks back at Nicolette and lowers his voice.

				HAWKINS (CONT'D)
		Where?

	We INTERCUT Emil on a public phone in the lobby of a movie
	theater.  Oleg videotapes Emil on the phone, as he throws
	glances into the theater.

				EMIL
		Come to 45 Broadway.  Don't bring the
		Police.  Come alone or you'll be in my
		next film.

				HAWKINS
			(low)
		Look asshole.  I've been threatened by
		better than you.

				EMIL
		No.  I'm the best that's ever threatened
		you.

				HAWKINS
		I'll meet you on one condition - I get
		exclusivity and you surrender to me.

				EMIL
		We'll talk about that.  Four o'clock
		gives you time to go to bank.  Three
		hundred thousand dollars.

				HAWKINS
		What?  It doesn't work that way.

				EMIL
			(incensed)
		If you don't want my film - I'll call
		another show.  And they will show it.

				HAWKINS
		Wait a minute.  Wait a minute.

				EMIL
		Come alone.  Bring cash.  And we'll talk
		about surrendering.

	CLICK.  The line goes dead.  Hawkins disconnects.  Hands the
	phone back to Maggie.  She's looking at him.  Excited. 
	Hawkins looks at Nicolette.  His mind whirls.

	INT. FIRE STATION 91 - KITCHEN - DAY

	Daphne and Korfin are sitting at a table.  Korfin's arm is in
	a sling, his side bandaged.  Duffy and Jordy enter in their
	dress uniforms.  Korfin walks over to them.

				KORFIN
		How was it?

				JORDY
			(numb)
		Not good.

	Jordy's quiet.  Dazed.  Nobody can believe Eddie's gone.

				DUFFY
			(nods to Daphne)
		Did the D.A. videotape her deposition?

				KORFIN
		Yeah.  He finished awhile ago.

				DUFFY
			(to Korfin)
		Alright.  Swing by her apartment.  Let
		her pick up her clothes and take her
		straight to Hoover Street.  You got
		that?

				KORFIN
		Yeah.

	Jordy looks at her.  Duffy sees them hold each other's look.

				JORDY
		Chief - mind if I take her?

				DUFFY
		Okay.  But not water sports.

	Duffy walks out.  Jordy leads Daphne out of the station. 
	Korfin follows.  A MAN IN A CHEAP SUIT is talking to Camello
	who points as Jordy walks by.  The man chases after Jordy.

				MAN
		Excuse me - Jordan Warsaw?

				JORDY
		Yeah.

				MAN
			(shoving papers in Jordy's
			 hand)
		Consider yourself served.

	Jordy opens the papers.  Korfin puts Daphne in the car. 
	Walks back over to Jordy and reads over his shoulder.

				KORFIN
		Zwangendaba??? Is suing you, the
		department and the city of New York for
		10 million?  Who is Zwangendaba?

	Jordy remembers...and gets more depressed.

				JORDY
		The mugger.
						
		EXT. DAPHNE'S APARTMENT BUILDING - NIGHT

	It's an old brownstone - in poor condition.  Jordy pulls up. 
	Opens the door for Daphne - takes her by the elbow - steering
	her to the door.  He is edgy.  Jumpy.  Looking around.

				DAPHNE
		Are you alright?

				JORDY
		I still can't believe Eddie's gone.

				DAPHNE
		I'm sorry.

	He looks at her.  Nods.  They walk up to the stairs as the
	front door opens.  A NEIGHBOR exits, shocked.  Jordy pulls
	Daphne out of the way.

				DAPHNE (CONT'D)
			(in Czech to the man)
		Hello.  How are you?

	INT. DAPHNE'S APARTMENT BUILDING - HALLWAY - CONTINUOUS

	Jordy and Daphne make their way up the stairs.  A bouquet of
	flowers are outside Daphne's apartment.

				JORDY
		What's this?

	She takes the card.  Jordy looks over her shoulder.  Daphne
	reads: "Good luck with all your troubles.  I'm here if you
	need me...Ludwig."

				JORDY (CONT'D)
		Is he your boyfriend?

				DAPHNE
		Ludwig?  He's gay - are you jealous?

				JORDY
		If I was your boyfriend, I might be.

				DAPHNE
		If you were my boyfriend, I'd suggest
		you find another girlfriend that isn't
		going to jail ten-thousand miles away.

	They're staring in each other's eyes.  The sexual tension
	strong.

				JORDY
		A good Immigration lawyer could stall
		the process.  Eddie recommended one.

				DAPHNE
		No matter what happens...I'm glad I met
		you.

				JORDY
		I'm glad I met you.

	They hold each other's eyes...then suddenly they kiss. 
	Urgently.  Passionately.  Somebody is coming up the stairs. 
	They part quickly.  A tenant enters his apartment down the
	hall.  Jordy clears his throat.

				JORDY (CONT'D)
		Let's get your stuff.

	He opens the door.  Peers inside - checking it out.  Turns to
	her.  Gestures that it's okay to enter.

	INT. DAPHNE'S APARTMENT - CONTINUOUS

	It's very small.  Almost no furniture.  The bare minimum. 
	The apartment is a hole.  She looks at Jordy.  Both thinking
	the same thought.  Another kiss. 

				JORDY
		You better get packed.

				DAPHNE
		Right.

	She holds his look.

				JORDY
		Do you have coffee?

				DAPHNE
		In the kitchen.

				JORDY
		I'll make some for us.

				DAPHNE
		I'll get my clothes.

	She heads down the hall.  Jordy enters the small kitchen.  He
	flips on the kitchen light and the LIGHTBULB EXPLODES -
	SETTING THE CEILING ON FIRE AND RELEASING A RAIN OF FIRE INTO
	THE ROOM.  Jordy JUMPS BACK.

				DAPHNE (CONT'D)
		Jordy!!!

				JORDY
		No!  Get back!  GET BACK!!!

	Jordy's more surprised than shaken.  It's a fire - he knows
	the drill.  He pushes her into the living room.  Then notices
	a FIRE EXTINGUISHER hanging on the wall.  Grabs it.  Aims it
	at the FIRE spreading in the kitchen.  He SPRAYS as Daphne
	SCREAMS!

				DAPHNE
		That's not mine!

	WHOOOOOOOOOSH!  The fire extinguisher FEEDS THE FIRE!  Flames
	leap up from the fire - shooting toward the extinguisher
	because it's filled with gasoline.  The handle LOCKS!  Jordy
	CAN'T TURN IT OFF.  Flames engulf the extinguisher and
	JORDY'S HAND.

	He flings the extinguisher - BACKS OUT OF THE KITCHEN. 
	Closes the door.  Jordy takes off his jacket.  Stuffs it
	under the bottom of the door.  Blocking the smoke.  He
	hurries into the living room.  Knowing it's moments before
	the extinguisher will explode.  Jordy pulls out his cellular. 
	Hits the speed dial as he notices Daphne about to throw a
	chair through the window.

				JORDY
		Don't!  It'll suck the flames toward us!

	Too late.  She SMASHES the window.  There's an EXPLOSION in
	the kitchen.  Smoke and fire rush down the hallway and along
	the ceiling.  Jordy yells into the phone:

				JORDY (CONT'D)
		This is Jordan Warsaw!  We got a 1075,
		make it quick, we're trapped!  8th
		Avenue and 44th Street.

	He pulls Daphne toward the bedroom.  It's locked.  Jordy
	kicks it open.  Grabs the comforter off the bed.  Shoves that
	under the door jam.  He pulls Daphne into the bathroom. 
	Shuts the door.  Runs his severely burned hand under the cold
	water.  Daphne looks out the window - hearing the sirens. 
	She notices someone has nailed the window shut.  And on top
	of one nail...is Eddie's gold shield.

				DAPHNE
		Oh my G-d!  Oh my G-d!

	Jordy turns - sees Eddie's shield.

				DAPHNE (CONT'D)
		They were here!

	This freaks her out.  They were in her home.  She starts to
	panic.

				JORDY
		Calm down.  Get a hold of yourself!  Get
		down!

	He pulls aside the curtain to the bathtub.  In it is a CAN OF
	GASOLINE.  A virtual bomb.

				JORDY (CONT'D)
		Oh Jesus!

	Daphne reaches for the can of gasoline.

				JORDY (CONT'D)
		What are you doing?

				DAPHNE
		Pouring it out!

	She grabs the can of gasoline - pours it down the drain.  The
	FIRE is raging outside the bathroom.  The bathroom door is
	beginning to smoke and burn.  They are trapped.

	Jordy turns - grabs an exposed water pipe that runs up the
	wall to the ceiling.  He throws his feet against the wall for
	leverage.  Pulls with all his might to break it loose.  It's
	creaking - but he's having a hard time with it.

				DAPHNE (CONT'D)
		Oh shit!

	Jordy looks over.  The gasoline she's pouring out - is not
	going down the drain.  It's stopped up.  As soon as the fire
	gets in the bathroom, everything will explode!

	Jordy begins pulling at the rusty pipe with all his might. 
	Daphne comes over - helps him.  Both of them trying to break
	it off.  Suddenly it snaps and water POURS into the room. 
	SOAKING THE WALLS.  They point the pipe toward the door,
	soaking some of the flames which are consuming the door. 
	Trying to stop the fire from coming in.  He and Daphne are
	drenched.  And trapped.

	Jordy grabs a broken piece of pipe.  Starts SMASHING the wall
	behind them.  The wall to the adjacent apartment.

	VIDEO POV

	Jordy and Daphne in the bathroom - surrounded by fire. 
	CAMERA WHIP PANS down the street as FIRE ENGINES arrive.

	OLEG

	is VIDEOTAPING them from the opposite rooftop.  Tenants from
	Daphne's building are fleeing down the fire escape.  Emil
	stands in back of Oleg - who is very excited.  He turns the
	camera on himself.

				OLEG
		This is great film!  You can see fire
		right now - Daphne is in fire - Fire
		Marshal is here.  Everything is so
		messy.  Everything is so crazy right
		here!  Look at this fire!  We made it! 
		90% of people who die in fire die from
		eating smoke.  So most likely they all
		die from eating smoke.

	The CAMERA PANS to Emil.

				OLEG (CONT'D)
		And this is the man who started the
		fire.  Say something to your fans, Emil!

	Emil waits a beat and then blows a kiss to the lens.

	DAPHNE'S BATHROOM

	Filled with smoke.  You can barely see Jordy or Daphne. 
	Jordy SMASHES a hole in the wall - which reveals the bathroom
	in the apartment next door.  The smoke has a place to escape. 
	There's a 7-year old KID in there.  Standing in the bathroom. 
	Terrified.

				JORDY
		Get back!  Get out of the bathroom! 
		Run!

				7-YEAR OLD KID
		The hallway is on fire!

				JORDY
		It's okay.  I'm a fireman.  I'm going to
		help you.  Get back!  Now!

	Jordy pushes Daphne through the wall - turns as the bathroom
	door catches fire.  It's seconds before the whole room will
	blow up.

	OLEG

	Across the roof is videotaping the bathroom as it EXPLODES!

	EXT. STREET - CONTINUOUS

	Fire engines have arrived.  The street is filled with
	gawkers.  Garcia and Korfin pull up just as Jordy runs from
	the building - holding the kid in one arm and pulling Daphne
	with the other.  Carefully guarding his bandaged hand.  A
	fireman grabs the kid.  Another grabs Daphne.  Garcia and
	Korfin run to Jordy.

				GARCIA
		Jordy!  What the hell happened?!

				KORFIN
		Are you alright, man?  Lemme see the
		hand!

				JORDY
		Where's Daphne?  Daphne?

	He spots Daphne on the corner as a familiar voice pushes
	through the crowd.

				VOICE
		Isn't she a beauty?  She's my fire, look
		at that loom-up on her!

	Jordy turns - it's Max.  The attention pyromaniac who Jordy
	threw out of his office.  As a news crew arrives, Max turns
	to the cameras.

				MAX
		I did this!  I did this!  Take my
		picture!  I'm Max!  Max Gornick!

	Jordy grabs Max - pushes him away.

				JORDY
		Get outta here!

				KORFIN
		What the hell happened?

				JORDY
		They were inside.  They booby trapped
		her apartment!

	Korfin scans the crowd.  Looking for Emil and Oleg.  In the
	b.g., Duffy is SCREAMING.

				DUFFY
		What the hell are you talking about??? 
		They're gonna do what?

	Jordy and Korfin turn.  The Chief has a phone to his ear and
	is freaked.

	INT. LOBBY OF CHANNEL 12 BROADCASTING - NIGHT

	JORDY'S POV

	as he enters the TV station.  His clothes burnt and still
	wet.  The lobby's full of ANGRY COPS.  Tommy and Leon, still
	in his funeral suit, SCREAMING above them all at Maggie the
	producer and her ASSISTANT, who are standing behind the desk.

				TOMMY
		Where is he?!  Where is Hawkins?!

				MAGGIE
		He's not on the premises!

				LEON
		I want the tape.  Go get it and bring it
		here this minute.

				MAGGIE
		Any request for the video must be
		directed to "Top Story's" attorney -
		Bruce Cutler.  I'll be happy to give you
		his number.

	Leon jumps over the desk where Maggie stands.  Tommy pushes
	past the security guard to follow Leon.  They continue toward
	Maggie, pushing her further back into the office.  She tries
	to protect herself with an office door which Leon slams open.

				LEON
		Lady, if you put Eddie's murder on TV,
		I'll get a warrant for your arrest and
		shove it so far up your ass it'll come
		outta your mouth!

				MAGGIE
		I want your shield number!

				HAWKINS (O.S.)
		Viewer discretion advised!

				MAGGIE
			(pointing at the TV)
		You want the tape?  There it is!

	Leon, Tommy, all the cops and Jordy - turn toward a TV set
	which is mounted in the lobby.  The "Top Story" logo flashes
	on the screen, then Robert Hawkins is seen behind his desk.

				HAWKINS
		What we are about to broadcast is very
		graphic footage...

	Everyone is riveted.  But Jordy notices outside...a "Top
	Story" NEWS VAN is waiting in the alley.  Robert Hawkins
	jumps from a doorway and into the van.  Jordy backs out.

	INT. PLANET HOLLWYOOD - NIGHT

	POP...a video POV of a bottle of Crystal as the cork is
	popped.  The videocamera pans up to Emil sitting at the
	table.  He nods at the waiter who leaves.  Emil raises the
	glass - looking into the lens.

				EMIL
		America!  Who says you can't be success
		in America?  I arrived with nothing,
		knowing nobody - now look - I am a
		success story!

	The videocamera is lowered.  Oleg turns it off.  Asks
	suspiciously.

				OLEG
		You are success story?  I am success
		story!  Why do you say I and not we?

				EMIL
		Oleg, don't be paranoid.  You got a
		hundred-fifty thousand dollars, didn't
		you?  I gave you half of what they gave
		me.  Look - here we are!

	Emil gestures toward the big television set.  We are in
	Planet Hollywood - where diners and those by the bar can
	watch a huge screen hanging from the ceiling.  Robert Hawkins
	is introducing his show.

				HAWKINS (ON T.V.)
		Good evening.  Welcome to "Top Story". 
		Tonight, I present to you material of a
		graphic and violent nature never before
		seen on television.  And I do so with a
		heavy heart.  You will be first-hand
		witness to the slaying of celebrated New
		York City Homicide Detective, Eddie
		Flemming.  It would be only normal to
		ask, why?  Why are we showing something
		so journalist, I must show it.  A
		democracy survives through the freedom
		of its media, and if we cannot see what
		is happening then we don't deserve our
		democracy, or our freedom.  Eddie
		Flemming was my friend.  I cried when I
		watched this footage and vowed to fight
		this violence with every molecule of my
		being from this day onward.  Hopefully,
		this will have a similar effect on you. 
		One final word, this material is
		absolutely not appropriate for children.

	The restaurant BUZZES.  Emil checks his watch.

				OLEG
		In movie they make of us, who do you
		think would act me?

				EMIL
		The one who got caught in the bathroom.
			(beat)
		George Michael.

	Emil laughs.  Oleg doesn't.

				OLEG
		I'm serious.

				EMIL
		Shut up.  Look!

	Emil points towards the TV.  "Top Story" is continuing.  The
	scene cuts to Emil's video footage.  Eddie is handcuffed to
	the chair.  The light illuminating his face.

				OLEG (O.S.)
		This is my project.  I say 'action.'  I
		am the director!  You are the talent. 
		You wait for me to say 'action.'
			(beat)
		And 'action!'

				EMIL
		Bad last moment - I cut it out.

	Emil looks at Oleg - furious.

				EMIL (CONT'D)
		I told you to cut that out before we
		handed in the tape!

				OLEG
		Be quiet.  Watch.

	Oleg watches the big-screen TV as Emil raises the pistol to
	Eddie's temple.  Eddie pushes him over the desk.  Eddie then
	knocks Emil with the chair and Emil falls off the desk onto
	the floor.  Eddie continues around with the chair and drives
	Oleg back across the room - pinning him to the wall.  Eddie
	and Emil both go for the gun.  Eddie knocks him out of the
	way.  Stabs him with the legs of the chair repeatedly. 
	Leaves him in a ball on the floor.  Oleg comes at Eddie and
	he knocks Oleg over the coffee table and onto the sofa.  The
	blinds and lamp shade are shot - bathing the room with more
	light.  Emil stabs Eddie in the stomach.  Oleg kneels down
	for a CLOSE-UP.

				EMIL
		Die.  Die.

	EXT. TIMES SQUARE - CONTINUOUS

	Hawkins' van drives across Times Square.  Jordy's car
	following.  We WIDEN OUT... Eddie's murder is being broadcast
	on the JUMBOTRON in Times Square.  People stare up - stunned.

	INT. PLANET HOLLWYOOD - CONTINUOUS

	The dinner patrons are watching TV.  Shocked.  Emil glares at
	Oleg.

				EMIL
		Why did you leave that stuff in about
		you being the director?

				OLEG
		Because I am the director.  Don't you
		realize, if it wasn't for my film, for
		my talent, my idea to do this - no way
		would we be sitting here right now.

				EMIL
		Your idea?  I thought it was my idea.

	Oleg tenses.  Emil laughs.

				EMIL (CONT'D)
		Aren't you just the cameraman?

	Oleg doesn't laugh.

				OLEG
		I'm serious...this - this is a great
		American film.  Full of violence and
		sex.  And I want my credit.

				EMIL
		Credit?

				OLEG
		Yes.  Before we hand in the next video -
		I put titles on it and my credit is
		going to read - Directed by Oleg Razgul.

				EMIL
		Yes.  But there's only one problem - you
		want credit but the problem is - I don't
		share credit.

	Oleg is pissed.

				EMIL (CONT'D)
		You got that?

				OLEG
		No, I don't get that!

				EMIL
		You think you are a director?  You are a
		fucking little, small Russian piece of
		shit.  And I hate you.  I fucking hate
		you.

	Emil slaps Oleg across the face.  Oleg stands up.  Emil
	suddenly pulls out Eddie's gun but before he can pull the
	trigger, Oleg STABS Emil in the arm!  Emil squeezes off a
	shot through the crowded restaurant.  Patrons SCREAM - Oleg
	runs through the restaurant, escaping.  It's chaos. 
	Hawkins arrives with a crew and with BRUCE CUTLER, a
	confident, tough criminal attorney.

	Emil pulls the steak knife out of his arm, picks up a napkin -
	pressing it to his wound.

				EMIL (CONT'D)
		Oh, hello.

	Cutler accesses the situation.

				EMIL (CONT'D)
		Are you my attorney?
			(extends his hand to Cutler)
		I'm Emil.  I'm insane.

				CUTLER
		I'm not your lawyer until I see the
		money.

				EMIL
		Here.  I have your money.

	Emil picks up a briefcase and hands it to Cutler.  Cutler
	opens it - inside is the cash Emil got from Robert Hawkins. 
	Emil looks at the table, pushing the plates and silverware
	aside.  Emil looks under the table, throwing the chair aside,
	freaking.  He's lost the most important thing in his life.

				EMIL (CONT'D)
		Oh no!  No!  Shit!

				CUTLER
			(follows Emil - reaching out to
			 him)
		Emil.  Take it easy.  Stay with me.  Sit
		down.  What do you need?  What are you
		looking for?

				EMIL
		He has the camera!  He took the movie!

	Jordy comes in, gun raised.

				JORDY
		Don't move!  Don't move!  Get your hands
		up!  Drop it!

	Emil puts his hands in the air.  Immediately drops the gun!

				EMIL
		I give up!

	Jordy is disappointed!  He didn't want to take Emil alive. 
	Hawkins signals to his camera man, who swings his camera at
	Jordy as he approaches Emil, his gun aimed at Emil's head.

				CUTLER
		This man is unarmed, officer.  He's
		surrendered.

	Jordy cracks Emil across the face - knocking him down.

				CUTLER (CONT'D)
		What are you hitting him for?

				JORDY
		Turn that camera off!

	Jordy handcuffs him.  Emil turns to the camera for sympathy,
	appearing more hurt than he is.

				EMIL
		No.  Keep filming...

	Jordy realizes how media savvy Emil is and understands in
	that moment why he's surrendering.  Jordy yanks Emil up -
	dragging him across the restaurant floor - Emil still
	favoring his ankle.

				CUTLER
			(to Emil)
		Don't say anything.

				EMIL
		Where are we going?

				CUTLER
		I'm coming with you.

				EMIL
		Yes.  Yes, come with me!

				CUTLER
			(to Jordy)
		I'm invoking rights - this man is
		represented by counsel.  I'm coming with
		him.

	The "Top Story" crew is all over them, filming everything. 
	Cutler stays close to Emil.  Making sure he's in the video
	footage.

				JORDY
		Turn that camera off!

	EXT. PLANET HOLLWYOOD - CONTINUOUS

	As Jordy comes out with a limping Emil, police are arriving. 
	Tommy, Leon and Murphy run over as Jordy opens the back door
	to his car.  Leon grabs Emil.

				LEON
		I'll take him.

				JORDY
		No way!  He's mine!

				LEON
			(holding on to Emil, squeezing
			 his arm hard)
		We're takin' him.  Don't argue!

				JORDY
		He's my collar!

				LEON
		Well, he killed my partner!

				JORDY
		He's yours but I take him in!  I'll
		drive him to the precinct, you can have
		him but I'm walkin' him in.

	Leon realizes Jordy wants to be seen on TV taking Emil into
	custody.

				LEON
		Okay, kid, have your 15-minutes.  I'll
		follow you.  Tommy, you ride with him!

	Leon stares hatefully into Emil's eyes.

				LEON (CONT'D)
		You're goin' down, motherfucker, you are
		goin' down.  I'll be there with a smile
		when they put you down!

	Cutler hurries to Emil's side.

				CUTLER
		Don't say a word.  Don't respond to his
		taunting!
			(to Leon)
		He's represented by counsel.  You want
		to speak to someone - you speak to me!

				TOMMY
		Out of the way, counselor.

	Tommy shoves Cutler aside.

				CUTLER
		Don't you put your hands on me,
		Detective.

	Jordy pushes Emil in the back seat and slams the door.  Leon
	turns to Hawkins, whose cameras are filming everything.

				LEON
		And you, you'll pay for what you did!

				HAWKINS
			(low)
		This footage will work in your favor. 
		When the jury sees this - no matter what
		Cutler tries, they'll convict him.

	Leon looks at him. This man used to be his friend.

				LEON
		You outta be ashamed.  Ashamed of
		yourself.

				HAWKINS
		If I didn't put it on somebody else
		would!  I was his friend!

				LEON
		Don't give me that fucking shit.

	The cameras are rolling.

				MURPHY
		Don't get into it on TV.

				LEON
			(yells to other cop cars)
		Alright, let's get going!

	Leon and the other cops rush to their cars.  Jordy is already
	behind the wheel.  As soon as Tommy jumps in the passenger
	seat, Jordy takes off.  The cameras film him driving away.
		
	INT. JORDY'S CAR - NIGHT

	Jordy takes a left turn, racing away.  Running all the
	lights.

				TOMMY
		What are you doin'?  You're gonna lose
		everybody!

	Jordy rips through another turn, heading toward the West Side
	Highway.  The car speeds up the ramp and races up the left
	lane - having lost the police.

				TOMMY (CONT'D)
		Where are you goin'??  This ain't the
		way to the station!

	Jordy looks up at Emil in the rear view mirror.

	EXT. WEST SIDE HIGHWAY EXIT - CONTINUOUS

	Jordy pulls off on 130th Street.  They are way uptown in the
	middle of nowhere.  The car drives down a dark street.  
	Crumbled, vacant buildings dominate the streets and there are
	no people around.

	EXT. DESERTED STREET - CONTINUOUS

	The car slows down.  Tommy watches Jordy, realizes what's
	going on.  Jordy stops at a dead end.  Pulls open the back
	door, yanks Emil out and starts to drag him up into the
	deserted tunnel.

				TOMMY
		Jordy...??? Listen to me.  You can't do
		this.  This isn't the way to do things.

	Jordy ignores Tommy, slamming him up against the tunnel wall.

				JORDY
		Were you a fireman?  That how you knew
		how to rig the apartment?

				EMIL
		My father was.  He gave me many lessons
		about fire.  Now it's my friend.

				JORDY
		Tommy, take a walk.

				TOMMY
		What are you gonna do?

				JORDY
		Don't you get it?  He knew he was gonna
		get caught!  That's why he videotaped
		Eddie's murder - he thinks he's gonna
		get off.

				TOMMY
		Don't stoop to his level!

	Jordy tosses the car keys to Tommy.

				JORDY
		Take the car.  Get outta here, Tommy.

				TOMMY
		Look, you can't shoot him in cold blood.

				JORDY
			(erupting)
		GET OUTTA HERE NOW!!  GET IN THAT CAR
		AND DRIVE AWAY!!!  DO WHAT I SAY OR I'LL
		KILL YOU, TOO!!!

	Tommy nervously backs up toward Jordy's car.  Climbs behind
	the wheel and drives away, leaving Jordy and Emil alone in
	the darkness.  Jordy takes out Eddie's pistol.  The one Emil
	took from Eddie.  Jordy opens the cylinder - two bullets
	left.  Jordy snaps the cylinder shut, tucks Eddie's gun in
	Emil's belt.  He drags Emil away from the wall, into the
	center of the empty space - unlocks Emil's handcuffs and
	throws them aside.  Still holding the gun on Emil, he circles
	around to face him.

				JORDY (CONT'D)
		Get your hands up!  Get your hands up!

	Now facing Emil, he sticks his gun in his waistband - the
	same place he put Emil's.

				JORDY (CONT'D)
		You wanna be a real American?  Go for
		your gun.

	Emil holds his arms out - making it clear he's not going for
	the gun.

				JORDY (CONT'D)
		Pull the gun!  You want to be famous? 
		Shoot me, you'll get more headlines and
		make more money.

	Emil watches Jordy...a slow grin spreads across his face.

				EMIL
		You can't kill me.  You're not a cop. 
		Just fireman with a gun.  I bet you
		never shot anybody in your life.

				JORDY
		You'll be my first.

	Jordy pulls out his 9mm and pushes the barrel right between
	Emil's eyes.

				EMIL
		C'mon.  Pull the trigger.  Do it.  Oh,
		look, you're sweating.  You don't have
		the balls.

				JORDY
		Get down on your knees.

	Emil gets on his knees and starts to sing in Czech.  SIRENS
	fill the air.  Police cars come flying down the street.

				JORDY (CONT'D)
		Where's your partner?

				EMIL
		The Sheraton!  On Broadway!  Room 210. 
		Go get Oleg.  He'll kill you.

	Leon runs up.  Tommy's relieved to see Jordy didn't kill
	Emil.

				LEON
		Gimme your gun, Jordy.  We all want him
		dead but you can't do it this way.

	Emil is still smiling.  Jordy suddenly slams Emil in the
	face.  Knocking him to the floor.  He jumps in his car and
	speeds away.
		
		INT. BROADWAY SHERATON - 2ND FLOOR HALLWAY - NIGHT

	A room service WAITER wheels a tray with a magnum bottle of
	Crystal, with three glasses, toward Oleg's room.  Jordy
	follows behind him - gun aimed at his back.

				WAITER
		Do you really need me?

				JORDY
		Keep your mouth shut.  Don't mess this
		up.

	They reach the room.  Jordy flattens himself against the
	wall.  The waiter KNOCKS.

				HOOKER'S VOICE
		Who's there?

				WAITER
			(nervous)
		R-room service.

	A HOOKER, wrapped in a towel, opens the door a crack, looking
	out at the waiter.

				HOOKER
		Come in.

	Jordy whips around the corner - pointing his gun and pushing
	the hooker back out of the room.  Jordy moves to the bedroom
	door.  Peers through the crack.  Oleg sits on the edge of the
	bed in his skivvies with two naked prostitutes.  He's hooked
	up his videocamera to the TV set and is showing them his
	footage of the fire.

				OLEG
		Look at that.  See that shot!  Seamless. 
		No cuts.
			(excited)
		And look.  Look at that transition. 
		That's filmmaking!!  Isn't it great?!

	Jordy KICKS in the door - gun raised.

				JORDY
		Don't move!

	Oleg grabs the videocamera.  Has on hooker in a head lock and
	picks up the other one.  He rushes at Jordy - using one of
	the hookers for protection.

				JORDY (CONT'D)
		Drop the girl!  Drop her!!

	Oleg pushes the hookers at Jordy - knocking Jordy back into
	the living room and over the back of the sofa.  Oleg rushes
	out into the

	HOTEL HALLWAY

	Oleg runs to the fire exit - Jordy follows, chasing Oleg down
	the stairwell.

	EXT. BROADWAY - NIGHT

	Oleg bursts out a door which opens onto Broadway.  He runs
	through the crowd - knocking pedestrians aside!  Jordy chases
	him, gun in hand!

	Oleg runs into the street, darting in and out of traffic,
	cars braking to a stop.  One SLAMS into another. 
	Jordy leaps over a car, closing in on Oleg.  People gawk. 
	Even in New York, it's odd to see a man being chased in his
	underwear.  Oleg runs, knocking people aside.  He's holding
	the camera in his hand.  It's on.

				JORDY
		STOP!  STOP THAT MAN!

	A UNIFORMED COP turns as Oleg runs right into him.  Knocking
	him down.  Oleg beats him, takes his gun and runs into:

	INT. MOVIE THEATER LOBBY - CONTINUOUS

	Oleg, gun in hand, runs past the TICKET TAKER at the door.

				TICKET TAKER
		Hey, come back here!

	The ticket taker runs after Oleg who continues past the candy
	counter.  Jordy rushes in the door.

				JORDY
		Where is he?  Where'd he go?

				TICKET TAKER
		Middle door.

	Jordy continues running through the lobby - past the middle
	door - and enters the theater through the far door.

	INT. MOVIE THEATER - NIGHT

	Jordy enters the theater, crouches down in the aisle.  It's a
	night scene, the theater is dark.  Jordy tries to see faces. 
	He cuts through a row of seats to the middle aisle.

				DRUNK'S VOICE
		Kill him!  Kill the bastard!

	Jordy spins toward the voice - it's a DRUNK.  Others start
	YELLING for blood!

				AUDIENCE
		Shoot him!  SHOOT!

	A GUNSHOT!  Jordy ducks!  Another GUNSHOT!  Jordy realizes
	the shots are coming from the screen.

				OLEG
		Look!  Over here!

	Jordy turns.  Oleg stands up and FIRES at him - trying to
	film Jordy's death with a videocamera. 
	Jordy ducks, then rises up with his gun as Oleg vaults over
	the seats, leaping from one to the other, mashing shoulders
	and heads, bounding for the screen.

				JORDY
		Everybody down!  Stay DOWN!

	Jordy FIRES as the screen villain blasts away.  Some in the
	audience don't realize the real thing is happening.  Oleg
	leaps on the stage in front of the screen, illuminated by it. 
	Jordy runs down the aisle.  Oleg FIRES at Jordy.  Jordy FIRES
	back.  People panic - scurrying away - Jordy can't get a
	clear shot.  Oleg FIRES again, wounding a moviegoer.  Jordy
	raises up as the theater lights go on...and Oleg is gone! 
	Jordy jumps on the stage - runs backstage - Oleg has
	disappeared.

				JORDY (CONT'D)
		Shit!

	SIRENS are heard from outside.  VOICES of cops are heard as
	they enter.

	CLOSE ON TV

	A REPORTER is in Times Square, reports from outside the movie
	theater.

				REPORTER (ON T.V.)
		...and the wild chase through Times
		Square ended with the suspect, Oleg
		Razgul, escaping.  The fire department
		has identified the fire marshal involved
		in the failed pursuit as Jordy Warsaw.

	The channel is changed.  PETER ARNETT is reporting the same
	story.

				PETER ARNETT (ON T.V.)
		In a related matter, Mr. Slovak's
		attorney, Bruce Cutler - famous for
		handling sensational cases - claims his
		client is unfit to stand trial.

	INT. JAIL CELL - WIDER - DAY

	Daphne sitting on a bench in a jail cell.  Watching TV
	through the bars.  She is in the fire department's holding
	cell in Brooklyn.

				PETER ARNETT (ON T.V.)
		In fact, Cutler claimed Mr. Slovak was
		not the alleged mastermind behind the
		murders. 
		According to Cutler, Mr. Slovak was
		being directed by his partner, who
		threatened to kill him if he didn't
		follow Mr. Razgul's orders.  Cutler told
		reporters today that Mr. Razgul did in
		fact stab his client.

	The scene CUTS TO Cutler's press conference.

				CUTLER
		My client, Mr. Slovak, is a victim. 
		What's happened is not his fault.  Emil
		was under the influence of his partner. 
		At the trial, you'll see that my client
		will be vindicated...

	INT. BELLEVUE - MENTAL OBSERVATION UNIT - DAY

	The CAMERA WIDENS from the TV set.  We are now in an
	interview room, a guard is posted outside the room.  Emil
	sits at a small table - with Cutler.  Emil is dressed in
	Bellevue clothes.  He's handcuffed and his ankle is bandaged. 
	Emil gives a complimentary nod toward Cutler.

				CUTLER
		I brought you some letters.  It's really
		fan mail.  Women mostly.  One wants to
		buy you clothes, another sent a check. 
		Another wants a check.

				EMIL
		You bring the cigarettes?

				CUTLER
		Oh, sure.

	Cutler shakes a cigarette out of the pack, stuffs it in
	Emil's mouth and lights it for him.  Emil has never smoked
	before.

				CUTLER (CONT'D)
		How're they treating you, alright
			(Emil is nonresponsive)
		I want to get the cuffs off... but
		there's a little bit of a problem. 
		Things out there are very negative right
		now for us.  We gotta change that
		around.  Perception is very, very
		important.  Perception is reality.  I
		know you're not fuckin' crazy.  But it's
		important that I get that message out. 
		Cause that's our only defense in this
		case.

	Emil leans forward.  Cutler retrieves the cigarette from
	between his lips.

				CUTLER (CONT'D)
		I want you to focus on three things:
		fear...

	He puts the cigarette back in Emil's mouth.

				CUTLER (CONT'D)
		...delusions and paranoia.

				EMIL
		I was all of these.

				CUTLER
		Well, you didn't appreciate the severity
		of it until recently.  No question about
		that.

				EMIL
		What about Oleg?

				CUTLER
		Disappeared.  They're looking
		everywhere.  Maybe he went back to
		Czechoslovakia.

				EMIL
		No, he is here.  Shit...

				CUTLER
		Don't worry about him.  Think about
		yourself.

				EMIL
		What about my movie rights?  Book
		rights?

				CUTLER
		Look, I haven't really focused on that
		kind of thing.

				EMIL
		What's your cut?  How much?

				CUTLER
		I would say...half.  Half is fair.

				EMIL
			(laughs)
		No.  No way.

				CUTLER
		But it's...

				EMIL
		Thirty-percent.  No more.  Or I call
		another lawyer.  This is the biggest
		case of your life.  Don't try to
		negotiate.  Thirty percent.  Say yes or
		no.

				CUTLER
		This is not about money, Emil.  I need
		your trust in me.

				EMIL
		What else do you need?

				CUTLER
		I need to know about your background.  I
		need to know about your upbringing.  Why
		you're here.

				EMIL
			(indicating cigarette)
		Give me another one, please.

	Cutler stuffs another cigarette in Emil's mouth.  Lights it.

				CUTLER
		Tell me about yourself.  What you did as
		a young boy... what your parents were
		like.

				EMIL
		My father always degraded me.  Killed my
		self-esteem.  And my mother was blind.

				CUTLER
		Your mother was blind?

				EMIL
		Yeah, she went blind giving birth to me. 
		She went to fucking black market doctor
		to induce me.

				CUTLER
		Back in the Czech Republic?

				EMIL
		Yeah, yeah...bad doctor gave her bad
		drugs which made her go blind.  And my
		father blamed me for her blindness...

				CUTLER
		Your father blamed you for your mother's
		blindness?

				EMIL
		Yeah, he hated me from day when I was
		born.  Put it out.  Can you put the
		cigarette out?

	Cutler takes the cigarette from Emil's lips and extinguishes
	it.

				EMIL (CONT'D)
		That's what he did to me.  He put
		cigarettes out on me.

				CUTLER
		Your father put cigarettes out on you?

				EMIL
		Out on my back when I was a small boy.

				CUTLER
		Can I see your back?

	Emil rises.  Cutler comes around and pulls his shirt up.  HIS
	ENTIRE BACK IS COVERED WITH DISGUSTING PURPLISH WELTS FROM
	CIGARETTE BURNS.  Cutler recoils - horrified.

				CUTLER (CONT'D)
		Oh, Jesus.

				EMIL
		I'm abused.  Don't you think?

				CUTLER
		I don't think it's abuse, I think it's
		torture.

	INT. FIRE STATION 91 - DUFFY'S OFFICE - DAY

	Inside the Arson Squad, Duffy sits behind his desk.  Jordy
	stands across the table from his Chief.  Behind Jordy we can
	see Garcia and Korfin outside, listening.  Duffy has a
	subpoena in his hand.

				DUFFY
		The public doesn't have any idea what we
		do and now you're going to define our
		image!  This is going to be our Rodney
		King!

				JORDY
		What was I supposed to do?  The guy
		tried to mug me.  I was gonna send a cop
		back - I just forgot.

				DUFFY
		Forgot?  You handcuffed a civilian to a
		tree?!

				JORDY
		Chief - I know I screwed up - but this
		guy was no innocent civilian.

				DUFFY
		Well this is gonna end your career and
		probably mine.

				JORDY
		End my career?

				DUFFY
		How are you going to fight this?  Maybe
		if Oleg hadn't gotten away and you'd
		been on the front page, as a hero, this
		thing would be easier to fight.  You'd
		have the good to weight against the bad! 
		It's unfortunate that I have to make
		decisions based upon your press coverage
		but there's nothing I can do!  Gimme
		your shield.

				JORDY
		But Chief?  Over this??

				DUFFY
		There's nothing to talk about.  Get a
		good lawyer.  You're suspended until
		your trial.

	Jordy sighs.  Dying inside.  He surrenders his shield.  Drops
	his handcuffs, his pager and his gun.  Duffy picks up the gun
	- looks at it.

				DUFFY (CONT'D)
			(pats Jordy's shoulder)
		I know you got backup at home.  Drop it
		off.

	Jordy sighs and exits.

	INT. IMMIGRATION & NATURALIZATION OFFICE - DAY

	Jordy is talking to BILL STERN, a senior special agent.  In
	another office we see Daphne with two 25-year old ASSISTANT
	U.S. ATTORNEYS.

				STERN
			(to Jordy)
		Look, what don't you understand?  We've
		got a good relationship with the Czech's
		and the State Department doesn't want to
		cause an incident.

				JORDY
		But the D.A. needs her as an eyewitness!

				STERN
		They've got her testimony on videotape. 
		And even if they do take her to court
		immediately after she'll be extradited. 
		The Czechs want her back.  She shot a
		cop!  I mean, Christ, man, what if Emil
		Slovak and Oleg Razgul fled to the Czech
		Republic?  How would you feel if the
		Czechs wouldn't give them back to us?!

	Stern looks over at Daphne sitting in another office.  Lowers
	his voice.

				STERN (CONT'D)
		And just between us...I was married to a
		redhead.  They're a jinx.  Redheads are
		like cross-eyed priests.  Stay away from
		both.

	Jordy gives him a look.

				STERN (CONT'D)
		You want to see her - go ahead.

	Jordy enters the other office.  Sits next to Daphne.  The
	assistant U.S. Attorneys leave.

				JORDY
		We're gonna fight the extradition.

	Daphne takes Jordy's bandaged hand in hers.

				DAPHNE
		Forget about me.  You have enough
		problems of your own.

				JORDY
		...Do you really want me to forget about
		you?

				DAPHNE
		I don't want to drag you down with me.

				JORDY
		Daphne, I...

	Daphne touches her finger to his lips.

				DAPHNE
		Shhhh.

	She leans in and kisses him.  Then looks into his eyes,
	trying to find a smile.

	EXT. FEDERAL COURT HOUSE STEPS - DAY

	It's weeks later.  Nicolette is looking worn, tired,
	frazzled.  She's trying to go through her stand up.  But
	she's unraveling.  Not recovered from the loss of Eddie.

				NICOLETTE 
		...and today with his partner who he
		blamed for the crimes still at large,
		Emil Slovak will appear in court.  His
		lawyer will argue that he is mentally 
		unfit to stand trial.  Eyewitness News
		has also learned that later this month,
		Jordy Warsaw will himself be appearing
		in court.  He will be arraigned on
		charges of violating the civil rights
		of...Zwangen...Zwagen...

				MIKE
		Zwangendaba.

				NICOLETTE
		Goddamn assholes everywhere. 
		Zwangenbobby..Zwangendaba.  I got it. 
		I'll do it.  Shit.  Let's start again. 
		5-4-3-2-1...

	She starts over.

	INT. JORDY'S APARTMENT - NIGHT

	Jordy's on the couch.  A drink in his hand, watching TV with
	his dog, ZACK.  Jordy's eyes are glazed.  He's drunk, his
	eyes are as bloodshot as Eddie's were...without his job or
	Daphne. 
	His mind miles away - the dog and drink are his only comfort. 
	As Nicolette reports (she got the name right), her anger
	seeps through her broadcast.

				NICOLETTE (ON T.V.)
		Mr. Zwangendaba claims to be a direct
		descendent of the African King from whom
		he takes his name...

	Jordy's face is flashed on screen.  The phone RINGS.  Jordy
	picks up.

				JORDY
		Hello?
			(listens)
		No comment.

	He hangs up.  The phone RINGS AGAIN.

				JORDY (CONT'D)
		Hello?
			(listens)
		No!

	Jordy hangs up.  Changes the channel.  He stops as Robert
	Hawkins' face fills the screen.  He is standing across from
	someone - in a park - interviewing him.

				HAWKINS (ON T.V.)
		He robbed you?

	The ANGLE CUTS to Zwangendaba, the mugger, now dressed in a
	suit and tie.  Clean shaven and with a fresh haircut.  He
	stands in the same spot where Jordy handcuffed him to the
	tree.  He's appearing on "Top Story".

				ZWANGENDABA (ON T.V.)
		That's right, I encountered him right
		here.  I was just askin' for change an'
		he whips out his big gun an' pushes me
		up against that tree, whereupon he takes
		my money and handcuffs me to it, leavin'
		me there all exposed...

	The phone RINGS again.  Jordy suddenly pulls the phone off
	the table and throws it through the window:

	BACK TO TV

	as the channel is changed.  A REPORTER is on TV.  Behind him
	is a picture of Emil.  Emil is smiling, in a shirt and tie. 
	The reporter stands in front of the jail.

				REPORTER
		...and WBAI has learned that Mr. Slovak
		won't have to worry about how he is
		going to pay for his defense.  He has
		received movie offers and been in
		conversations with numerous publishers
		concerning the rights to his life story.

	REVERSE ANGLE

	Oleg is at a bar watching TV.  Poisoned with envy.


	INT. JORDY'S BEDROOM - NEXT MORNING

	Jordy stands in front of the mirror over the dresser.  We see
	the TV overturned in the b.g.  His back up gun is on it.  He
	stares at it.  Dark thoughts dancing in his head.

	EXT. BATTERY PARK - DAY

	Jordy sits in a taxi, wearing sunglasses.  Looking inside the
	park where a POLICE BARRICADE surrounds a POLICE TUGBOAT. 
	Cutler and Emil are arriving - Emil is being transferred to
	Rykers Island.  Jordy pulls his .38 out of his ankle holster
	and sticks it in his pocket.

	CLOSE ON METER

	to $42.00.  The TAXI DRIVER looks in the rearview mirror.

				TAXI DRIVER
		I can't believe this guy got off. 
		Unbelievable.

	Jordy takes out money.  All he's got is fifty bucks and he
	crams it into the slot.

				JORDY
		Whatever's leftover, keep.

	Jordy exits the cab.  The anger rising inside his body is
	coming to a boiling point.  He walks into the park.  Leon is
	sitting on a bench.  Just sitting there.  Also filled with
	rage and frustration.  Jordy meets his eyes.  Leon gets up
	and walks away.  Disgusted by it all.  Jordy's right hand
	grips the gun inside his pocket as he walks on.

	HIGH WIDE SHOT

	Many policemen are trying to control a swarm of reporters. 
	All are waiting for Emil.  WE SEE:

	HAWKINS

	and his camera crew, and, not far from him - frustrated and
	frazzled, waits Nicolette.  Still grieving her loss, she
	looks over at Hawkins and his crew.  She shoots him a
	disgusted look - Hawkins shrugs it off.  He checks his watch -
	anxious - looks at his cameraman.

				HAWKINS
		He said he'd be here.  Pick him up as he
		comes through the crowd.  Do you hear
		me?  For Chrissakes don't miss this.

	THE POLICE VAN PULLS UP

	Cutler's car behind it.  Emil - handcuffed - is unloaded from
	the van.  Reporters swarm forward - Cutler gets out of his
	car, hurrying up, taking his place alongside Emil and the
	POLICE ESCORTS.  The swarm follows - firing questions at
	Cutler.  He answers the barrage of questions with:

				CUTLER
		...my client was suffering from a major
		illness of schizophrenic nature wherein
		during times of intense stress, as a
		result of paranoid and psychotic
		delusions - there was impairment of his
		ability to appreciate wrongfullness...
		This is a victory for the mentally ill!

	Jordy walks alongside the moving mass.  His eyes focused on
	Emil - his hand in his pocket.  We notice in the crowd Max,
	the celebrity-crazed pyromaniac.  What's he doing here? 
	Max's hand is also stuck deeply in his pocket.  A weird gleam
	in his eye.  We see Korfin in the group, speaking to other
	cops.  Nicolette and her camera crew are vying for their
	place in the mass.  She watches Emil with quiet rage.  Cutler
	continues:

				CUTLER (CONT'D)
		...before Emil boards the police boat
		and heads for Rykers Island where he
		will be checked into the psyche ward, I
		want to say one last word to you all...
		As you know, Emil was coerced by Oleg
		Razgul into committing these murders,
		yet Oleg is still out in the street, a
		free man, filming gruesome murders... My
		client and I hope he is brought to
		justice in the near future.

	They are through the monuments, approaching the steps when
	Jordy passes a distracted Hawkins - who's checking his watch
	obsessively.

				HAWKINS
		Where the hell is he?  Goddamn it?!

	Jordy glares at Emil.  Emil looks back at Jordy, gloating. 
	Smiles.  He won.  He beat the system.  Jordy suddenly erupts.

				JORDY
		You think this is funny??  What the hell
		are you laughing at?

	Emil stares down Jordy.  Jordy grips the gun inside the
	jacket.

				CUTLER
			(to a nearby escort)
		Officer, keep this man back, he's
		assaulted my client on previous
		occasions.

	A PATROLMAN blocks Jordy from Emil.

				JORDY
		This is it?  This bastard kills the best
		cop this city ever had and we do
		nothing?

				CUTLER
		You may not like it marshal, but that's
		the law.

				JORDY
		And what about the other victims??  What
		about their families?  He'll end up in
		some country club nuthouse while his
		lawyer sells his rights to the movies
		and we just stand here and do nothing? 
		We let this scumbag walk?

	Jordy moves past the officer.  Emil breaks away from Cutler. 
	Gets in Jordy's face.  Laughs quietly.

				EMIL
		Be careful.  I can kill you.  I'm
		insane.

	Jordy shoves Emil into Cutler.  A scuffle breaks out as the
	cops separate the two - pulling Jordy back as we cut to:

	A VIDEO POV

	as it approaches Hawkins from behind.  A hand dips into frame
	tapping Hawkins on the shoulder.  Hawkins turns - sees who
	he's been waiting for.  His face lights up.

				HAWKINS
		I thought you wouldn't show up.  Where
		is it?  Where is the tape?

	IT'S OLEG

	In disguise - sunglasses and a hat.  Holding his videocamera.

				OLEG
		It's all in here.  All in here.

	MEANWHILE JORDY

	has been separated from Cutler and Emil as Hawkins' voice
	cuts above the din of the crowd, announcing excitedly:

				HAWKINS
		Wait a minute, Bruce!  We've got some
		interesting evidence, something you
		should look at!

	Reporters turn as Hawkins speaks.  His crew is taping as he
	continues introducing his broadcast:

				HAWKINS (CONT'D)
		I have exclusive rights to the ORIGINAL
		UNCUT videotape shot by Oleg Razgul,
		proving Emil Slovak was not insane! 
		Hard to believe...watch!

	Reporters swing their cameras over as Oleg holds his
	videocamera up in the air.

				OLEG (ON VIDEO)
		He knew exactly what he was doing - all
		of this was planned!  It's all here in
		my movie.  Emil is not insane.  Look. 
		Look!

	Oleg PLAYS his videocamera as lenses focus, we see excerpts
	of the moment where Emil explains to Eddie:

				EMIL (ON VIDEO)
		...so we kill someone famous and if we
		are caught, we are sent to mental
		hospital...

				CUTLER
			(points to Oleg)
		Officers, there's your killer, do your
		duty, arrest him!

	The police are attempting to get to Oleg, but a sea of
	reporters separate them.  We hear the staccato calls from the
	press corps.  Nicolette looks on in amazed outrage.  Jordy
	notices and starts moving towards her.  Before the POLICE
	CAPTAIN in charge of the detail can react, the rage which
	killed Milos, Tamina and Honey wells up inside Emil.  He
	yells at Oleg!

				EMIL
		Traitor!!

				OLEG
		No.  You are the traitor.  You are
		murderer.  I am director.  Action!

	Oleg pulls his gun.  Emil pulls Cutler in front of him as:

	BANG!

	Oleg FIRES!  Cutler is SHOT and goes down.  Hawkins swings
	his camera over to Oleg - filming the would-be assassin. 
	Oleg FIRES off another SHOT - hitting the COURT OFFICER
	escorting Emil.  Emil grabs the down officer's gun.  He
	swivels - rapid fires at Oleg.  Oleg topples.  People are
	screaming.  It's CHAOS.

	Emil darts forward - grabbing Nicolette who is closes to him. 
	He puts his handcuffed arms over her head - points the gun at
	her head.

				CAPTAIN
		Drop the gun!  DON'T SHOOT!

				EMIL
		I'll kill her!  Back off!  Everyone back
		away from me!

	We hear Jordy's voice above Emil.

				JORDY
		Let her go.  Let her fucking go!!

	The captain is screaming at all his men.

				CAPTAIN
		No one shoot!  Lower your weapons!  Do
		not fire!  No officer will fire his
		weapon unless I say so!
			(to Emil)
		Let the woman go!

	Cops reluctantly lower their weapons.  But Jordy is still
	aiming his gun at Emil.  He is the only one who hasn't
	lowered his gun.  The captain is yelling at him.

				CAPTAIN (CONT'D)
		Holster your weapons!  Back away.  That
		is an order!  No officers will fire!

	Emil is screaming back at the captain as Jordy screams at
	Emil.

				EMIL
		Tell him to put his gun down!

				JORDY
		Let her go!  Let her go!!

				EMIL
		If he doesn't lower his gun I'll fucking
		kill her.

	Jordy doesn't lower his gun.  Emil tries to back away.  The
	reporters - who have ducked and covered - are still keeping
	their lenses pointed at the scene.  This is great film! 
	Jordy follows after Emil - his gun raised.

				JORDY
		Let her go.

				NICOLETTE
		Shoot!  Shoot him!!

				EMIL
		Shut up!

	Meanwhile, the captain is still yelling:

				CAPTAIN
		No on shoot!  No one shoot!!  No officer
		will follow.  No officer will shoot!

	Nicolette is still encouraging Jordy.

				NICOLETTE
		Shoot!  Shoot!  Shoot him!!

				EMIL
		Shut up!

	Everyone is screaming at once.  It's mass chaos.  The captain
	is trying to keep everyone calm.  Cops following along with
	their weapons lowered.  All except Jordy - his gun still
	pointed at Emil. 
	Hawkins can't believe what footage he's getting.  He's
	pushing his cameraman to the front of the pack.  Trying to
	get the best coverage.

				EMIL (CONT'D)
		I'll surrender!! I'll surrender if he
		lowers his gun.

	He's pointing at Jordy but he's continuing to back away
	towards the police boat.

				NICOLETTE
		Don't.  Don't let him surrender.  Shoot
		him!

	Jordy won't take his gun off him.

				JORDY
		Let her go.  Let her go.

	The captain is yelling at Jordy.

				CAPTAIN
		Lower your weapon.  I told you - lower
		your weapon!

	Jordy struggles to get a clean shot at Emil.  He can't.  His
	heart pounding.  Adrenaline pumping.  He suddenly lowers his
	weapon.  Turns away.  The captain visibly relaxes.  Emil
	laughs.  Jordy suddenly turns back.  Quickly raises his
	weapon.

	JORDY SHOOTS

	Emil takes a shot in the leg.  Nicolette ducks under the
	handcuffs and scurries away.  Emil looks at Jordy - surprised
	he shot him.  Jordy FIRES AGAIN.  Emil is hit in the
	shoulder.  Jordy marches forward, EMPTYING HIS CLIP in Emil's
	chest.  Abdomen.  Head.  Gun fire echoes in the humid air as
	Emil stumbles back.  Does a funny dance and drops to the
	ground.  Dead.  The captain yells.

				CAPTAIN (CONT'D)
		I told you not to shoot!  No officers
		should shoot.

	Jordy quietly answers:

				JORDY
		I'm not a cop.  I'm a fire marshal.

				HAWKINS
		He's still alive.

	Hawkins looks down at Oleg.  He is sprawled on the ground. 
	His videocamera in hand - he's still making the movie.

	OLEG'S VIDEO POV

	as it ZOOMS from the Statue of Liberty and PANS to Oleg.  He
	looks in the lens with his dying eyes, gasps:

				OLEG
		A film...by Oleg Razgul.

	And Oleg dies but suddenly his eyes pop WIDE OPEN.  Hawkins
	jumps back, Oleg smiles, coughing in pain.

				OLEG (CONT'D)
		How was that?

	Oleg's head rolls to one side.  Now dead.  Nicolette runs
	over to Jordy.  Composing herself.  Coming together.  Glad
	Emil is dead.  Jordy starts to walk away.

				NICOLETTE
		Wait a minute.  Where are you going? 
		Learn from Eddie.  Talk to the court of
		public opinion.  Take the credit, you
		need it.

	She turns him around.  Straightens his tie.  Starts to push
	the hair out of his face but he stops her hand.

				JORDY
		No thanks.

	Jordy puts something in her hand.  She looks down.  It's
	EDDIE'S BADGE.  The one Jordy took out of Daphne's bathroom. 
	She looks up at him.  Her cameraman rolling.  The lens
	pointed at Jordy.  Jordy looks at Nicolette.  Meets her eyes. 
	He doesn't want to make a statement.  He still doesn't want
	the fame.  He did learn from Eddie.  Eddie was killed because
	he was a celebrity.  Jordy wants no part of it.

				NICOLETTE
		Cut.

	Her cameraman lowers his leans.  Jordy smiles.  She nods. 
	Jordy turns and walks away.

				NICOLETTE (CONT'D)
		Get a shot of him leaving.  Then pan to
		me.

	Jordy disappears into the sea of people.  The camera PANS
	back to Nicolette.

				NICOLETTE (CONT'D)
		Well, he wouldn't talk to us, but you
		saw it.

	The CAMERA PULLS BACK from Nicolette's face and the video is
	now on:

	THE JUMBOTRON IN TIMES SQUARE

	We PULL BACK FURTHER and FURTHER.  Nicolette finishing her
	stand up:

				NICOLETTE (CONT'D)
		New York City has a new hero, Fire
		Marshal Jordan Warsaw.  I hope that Fire
		Marshal Warsaw's heroic actions this
		afternoon will help with his other legal
		problems.  WB11 has also learned that
		the fire Marshal has retained an
		immigration lawyer to help Daphne
		Handlova with her case.  We wish her
		well.  This is Nicolette Karas, live at
		Battery Park, WB11 New York.  Good
		night.

	THE SCREEN

						 FADES TO BLACK.

</pre>
</html>
Note from poster to Kubrick newsgroup:

I found this on a bbs a while ago and I thought I'd pass it along to all 
of you Kubrick freaks out there.

02/23/89
Transcriber's note:

For all you Clarke/Kubrick/2001 fans,

I found the original paper copy of this screenplay a while back and felt 
compelled to transcribe it to disk and upload it to various bulletin 
boards for the enjoyment of all.

The final movie deviates from this screenplay in a number of interesting 
ways. I've tried to maintain the format of the original document except 
the number of lines per page of the original. In order to reduce the 
length of this file I've used a bar of "------" to delimit the pages as 
there was a lot of whitespace per original screenplay page.


------------------------------------------------------------------------
				    
				    2001: A SPACE ODYSSEY

					    Screenplay

						   by
 
			   Stanley Kubrick and Arthur C. Clark

					    Hawk Films Ltd.,
					    c/o. M-G-M Studios,
					    Boreham Wood,
					    Herts.
------------------------------------------------------------------------

TITLE					    PART I
					    AFRICA
					    3,000,000 YEARS AGO
------------------------------------------------------------------------
A1
VIEWS OF AFRICAN DRYLANDS - DROUGHT

The remorseless drought had lasted now for ten million years,
and would not end for another million. The reign of the ter-
rible lizards had long since passed, but here on the continent
which would one day be known as Africa, the battle for survival
had reached a new climax of ferocity, and the victor was not
yet in sight. In this dry and barren land, only the small or
the swift or the fierce could flourish, or even hope to exist.

10/13/65										 a1
------------------------------------------------------------------------
A2
INT & EXT CAVES - MOONWATCHER

The man-apes of the field had none of these attributes, and
they were on the long, pathetic road to racial extinction.
About twenty of them occupied a group of caves overlooking
a small, parched valley, divided by a sluggish, brown stream.

The tribe had always been hungry, and now it was starving.
As the first dim glow of dawn creeps into the cave, Moonwatcher
discovers that his father has died during the night. He did not know
the Old One was his father, for such a relationship was beyond
his understanding. but as he stands looking down at the emac-
iated body he feels something, something akin to sadness. Then
he carries his dead father out of the cave, and leaves him for the
hyenas.

Among his kind, Moonwatcher is almost a giant. He is nearly
five feet high, and though badly undernourished, weighs over
a hundred pounds. His hairy, muscular body is quite man-like,
and his head is already nearer man than ape. The forehead is
low, and there are great ridges over the eye-sockets, yet he
unmistakably holds in his genes the promise of humanity. As
he looks out now upon the hostile world, there is already

10/13/65										 a2
------------------------------------------------------------------------
A2
CONTINUED

something in his gaze beyond the grasp of any ape. In those
dark, deep-set eyes is a dawning awareness-the first intima-
tions of an intelligence which would not fulfill itself for another
two million years.

10/13/65										 a3
------------------------------------------------------------------------
A3
EXT  THE STREAM - THE OTHERS

As the dawn sky brightens, Moonwatcher and his tribe reach
the shallow stream.

The Others are already there. They were there on the other
side every day - that did not make it any less annoying.

There are eighteen of them, and it is impossible to distinguish
them from the members of Moonwatcher's own tribe. As
they see him coming, the Others begin to angrily dance and
shriek on their side of the stream, and his own people reply
In kind.

The confrontation lasts a few minutes - then the display dies
out as quickly as it has begun, and everyone drinks his fill of
the muddy water. Honor has been satisfied - each group has
staked its claim to its own territory.

10/13/65										 a4
------------------------------------------------------------------------
A4
EXT  AFRICAN PLAIN - HERBIVORES

Moonwatcher and his companions search for berries, fruit
and leaves, and fight off pangs of hunger, while all around
them, competing with them for the samr fodder, is a potential
source of more food than they could ever hope to eat. Yet
all the thousands of tons of meat roaming over the parched
savanna and through the brush is not only beyond their reach;
the idea of eating it is beyond their imagination. They are
slowly starving to death in the midst of plenty.

10/13/65										 a5
------------------------------------------------------------------------
A5
EXT  PARCHED COUNTRYSIDE - THE LION

The tribe slowly wanders across the bare, flat country-
side foraging for roots and occasional berries.

Eight of them are irregularly strung out on the open plain,
about fifty feet apart.

The ground is flat for miles around.

Suddenly, Moonwatcher becomes aware of a lion, stalking
them about 300 yards away.

Defenceless and with nowhere to hide, they scatter in all
directions, but the lion brings one to the ground.

10/13/65										 a6
------------------------------------------------------------------------
A6
EXT  DEAD TREE - FINDS HONEY

It had not been a good day, though as Moonwatcher had no
real remembrance of the past he could not compare one day
with another. But on the way back to the caves he finds a
hive of bees in the stump of a dead tree, and so enjoys the
finest delicacy his people could ever know. Of course, he
also collects a good many stings, but he scacely notices
them. He is now as near to contentment as he is ever
likely to be; for thought he is still hungry, he is not actually
weak with hunger. That was the most that any hominid could
hope for.

10/13/65										 a7
------------------------------------------------------------------------
A7
INT & EXT  CAVES - NIGHT TERRORS

Over the valley, a full moon rises, and a cold wind blows down
from the distant mountains. It would be very cold tonight -
but cold, like hunger, was not a matter for any real concern;
it was merely part of the background of life.

This Little Sun, that only shone at night and gave no warmth,
was dangerous; there would be enemies abroad. Moonwatcher
crawls out of the cave, clambers on to a large boulder besides
the entrance, and squats there where he can survey the valley.
If any hunting beast approached, he would have time to get back
to the relative safety of the cave.

Of all the creatures who had ever lived on Earth, Moonwatcher's
race was the first to raise their eyes with interest to the Moon,
and though he could not remember it, when he was young,
Moonwatcher would reach out and try to touch its ghostly face.
Now he new he would have to find a tree that was high
enough.

He stirs when shrieks and screams echo up the slope from
one of the lower caves, and he does not need to hear the

10/13/65										 a8
------------------------------------------------------------------------
A7
CONTINUED

occasional growl of the lion to know what is happening. Down
there in the darkness, old One-Eye and his family are dying,
and the thought that he might help in some way never crosses
Moonwatcher's mind. The harsh logic of survival rules out
such fancies. Every cave is silent, lest it attract disaster.

And in the caves, in tortured spells of fitful dozing and
fearful waiting, were gathered the nightmares of generations
yet to come.

10/13/65										 a9
------------------------------------------------------------------------
A8
EXT  THE STREAM - INVASION

The Others are growing desperate; the forage on their side of
the valley is almost exhausted. Perhaps they realise that
Moonwatcher's tribe has lost three of its numbers during the
night, for they choose this mourning to break the truce. When
they meet at the river in the still, misty dawn, there is a
deeper and more menacing note in their challenge. The noisy
but usually harmless confrontation lasts only a few seconds
before the invasion begins.

In an uncertainly-moving horde, the Others cross the river,
shieking threats and hunched for the attack. They are led
by a big-toothed hominid of Moonwatcher's own size and age.

Startled and frightened, the tribe retreats before the first
advance, throwing nothing more substantial than imprecations
at the invaders. Moonwatcher moves with them, his mind a
mist of rage and confusion. To be driven from their own
territory is a great badness, but to lose the river is death.
He does not know what to do; it is a situation beyond his
experience.

Then he becomes dimly aware that the Others are slowing

10/13/65										 a10
------------------------------------------------------------------------
A8
CONTINUED

down, and advancing with obvious reluctance. The further they
move from their own side, the more uncertain and unhappy
they become. Only Big-Tooth still retains any of his original
drive, and he is rapidly being seperated from his followers.

As he sees this, Moonwatcher's own morale immediately
revives. He slows down his retreat, and begins to make
reassuring noises to his companions. Novel sensations fill
his dim mind - the first faint precursors of bravery and
leadership.

Before he realizes it, he is face to face with Big-Tooth, and
the two tribes come to a halt many paces away.

The disorganized and unscientific conflict could have ended
quickly if either had used his fist as a club, but this
innovation still lay hundreds of thousands of years in the
future. Instead, the slowly weakening fighters claw and
scratch and try to bite each other.

Rolling over and over, they come to a patch of stony ground,
and when they reach it Moonwatcher is on top. By chance,

10/13/65										 a11
------------------------------------------------------------------------
A8
CONTINUED

he chooses this moment to grab the hair on Big-Tooth's scalp,
and bang his head on the ground. The resulting CRACK is
so satisfactory, and produces such an immediate weakening
In Big - Tooth's resistance, that he quickly repeats it.

Even when Big-Tooth ceases to move for some time, Moon-
watcher keeps up the exhilirating game.

With shrieks of panic, the Others retreat back, across the
stream. The defenders cautiously pursue them as far as
The water's edge.

10/13/65										 a12
------------------------------------------------------------------------
EXT  CAVE - NEW SOUND

Dozing fitfully and weakened by his stuggle, Moonwatcher is
startled by a sound.

He sits up in the fetid darkness of the cave, straining his
senses out into the night, and fear creeps slowly into his soul.
Never in his life - already twice as long as most members of
his species could expect - has he heard a sound like this. The
great cats approached in silence, and the only thing that
betrayed them was a rare slide of earth, or the occasional
cracking of a twig. Yet this is a continuing crunching noise
that grows steadily louder. It seemed that some enormous
beast was moving through the night, making no attempt at
concealment, and ignoring all obstacles.

And then there came a sound which Moonwatcher could not
possibly have identified, for it had never been heard before
in the history of this planet.

10/13/65										 a13
------------------------------------------------------------------------
A10
EXT CAVE - NEW ROCK

Moonwatcher comes face to face with the New Rock when he
leads the tribe down to the river in the first light of morning.
He had almost forgotten the terror of the night, because nothing
had happened after that initial noise, so he does not even
associate this strange thing with danger or with fear. There
is nothing in the least alarming about it.

It is a cube about fifteen feet on a side, and it is made of
some completely transparent material; indeed, it is not easy
to see except when the light of the sun glints on its edges.
There are no natural objects to which Moonwatcher can
compare this apparition. Though he is wisely cautious
of most new things, he does not hesitate to walk up to it.
As nothing happens, he puts out his hand, and feels a warm,
hard surface.

After several minutes of intense thought, he arrives at a
brilliant explanation. It is a rock, of course, and it
must have grown during the night. There are many plants
that do this - white, pulpy things shaped like pebbles, that
seem to shoot up in the hours of darkness. It is true that
they are small and round, whereas this is large and square;

10/13/65										 a14
------------------------------------------------------------------------
A10
CONTINUED

but greater and later philosophers than Moonwatcher would be
prepared to overlook equally striking exceptions to their laws.

This really superb piece of abstract thinking leads Moonwatcher
to a deduction which he immediately puts to the test. The white,
round pebble-plants are very tasty (though there were a few
that made one violently sick); perhaps this square one...?

A few licks and attempted nibbles quickly disillusion him.
There is no nourishment here; so like a sensible hominid, he
continues on his way to the river and forgets all about the Cube.

10/13/65										 a15
------------------------------------------------------------------------
A11
EXT CUBE - FIRST LESSON

They are still a hundred yards from the New Rock when the
sound begins.

It is quite soft, and it stops them in their tracks, so that they
stand paralyzed on the trail with their jaws hanging. A simple,
maddeningly repetitious rhythm pulses out of the crystal cube
and hypnotises all who come within its spell. For the first
time - and the last, for two million year - the sound of
drumming is heard in Africa.

The throbbing grows louder, more insistent. Presently the
hominids begin to move forward like sleep-walkers, towards
the source of that magnetic sound. Sometimes they take little
dancing steps, as their blood responds to the rhythms that
their descendants will not create for ages yet.

Totally entranced, they gather around the Cube, forgetting
the hardships of the day, the perils of the approaching dusk,
and the hunger in their bellies.

Now, spinning wheels of light begin to merge, and the spokes
fuse into luminous bars that slowly recede into the distance,

10/13/65										 a16
------------------------------------------------------------------------
A11
CONTINUED

rotating on their axes as they do; and the hominids watch, wide-
eyed, mesmerized captives of the Crystal Cube.

Then by some magic - though it was no more magical than all
that had gone on before - a perfectly normal scene appears. It
is as if a cubical block had been carved out of the day and
shifted into the night. Inside that block is a group of four
hominids, who might have been members of Moonwatcher's
own tribe, eating chunks of meat. The carcass of a wart-hog
lies near them.

This little family of male and female and two children is gorged
and replete, with sleek and glossy pelts - and this was a
condition of life that Moonwatcher had never imagined. From
time to time they stir lazily, as they loll at ease near the
entrance of their cave, apparently at peace with the world.
The spectacle of domestic bliss merges into a totally
different scene.

The family is no longer reposing peacefully outside its cave;
it is foraging, searching for food like any normal hominids.

10/13/65										 a17
------------------------------------------------------------------------
A11
CONTINUED

A small wart-hog ambles past the group of browsing humanoids
without giving them more than a glance, for they had never been
the slightest danger to its species.

But that happy state of affairs is about to end. The big male
suddenly bends down, picks up a heavy stone lying at his feet -
and hurls it upon the unfortunate pig. The stone descends upon
its skull, making exactly the same noise that Moonwatcher had
produced in his now almost forgotten encounter with Big-Tooth.
And the result, too, is much the same - the warthog gives one
amazed, indignant squeal, and collapses in a motionless heap.

Then the whole sequence begins again, but this time it unfolds
itself with incredible slowness. Every detail of the movement
can be followed; the stone arches leisurely through the air, the
pig crumples up and sinks to the ground. There the scene
freezes for long moments, the slayer standing motionless
above the slain, the first of all weapons in his hand.

The scene suddenly fades out. The cube is no more than a
glimmering outline in the darkness; the hominids stir, as if

10/13/65										 a18
------------------------------------------------------------------------
A11
CONTINUED

awakening from a dream, realise where they are, and scuttle
back to their caves.

They have no concious memory of what they had seen; but that
night, as he sits brooding at the entrance of his lair, his ears
attuned to the noises of the world around him, Moonwatcher
feels the first faint twinges of a new and potent emotion - the urge
to kill. He had taken his first step towards humanity.

10/13/65										 a19
------------------------------------------------------------------------
A12
EXT cave AND PLAINS - Utopia

Babies were born and sometimes lived; feeble, toothless thirty-
year-olds died; the lion took its toll in the night; the Others
threatened daily across the river - and the trib prospered.
In the course of a single year, Moonwatcher and his companions
had changed almost beyond recognition.

They had become as plump as the family in the Cave, who no
longer haunted their dreams. They had learned their lessons
well; now they could handle all the stone tools and weapons that
the Cube had revealed to them.

They were no longer half-numbed with starvation, and they
had time both for leisure and for the first rudiments of thought.
Their new way of life was casually accepted, and they did
not associate it in any way with the crystal cube still standing
outside their cave.

But no Utopia is perfect, and this one had two blemishes. The
first was the marauding lion, whose passion for hominids
seemed to have grown even stronger now that they were better
nourished. The second was the tribe across the river; for

10/13/65										 a20
------------------------------------------------------------------------
A12
CONTINUED

somehow the Others had survived, and had stubbornly refused to
die of starvation.

10/13/65										 a21
------------------------------------------------------------------------
A13
EXT CAVES - KILLING THE LION

With the partly devoured carcass of a warthog laid out on the
ground at the point he hope the boulder would impact, Moon-
watcher and three of his bravest companions wait for two
consecutive nights. On the third the lion comes,
betraying his presences by a small pebble slide.

When they can here the lion below, softly tearing at the meat,
they strain themselves against the massive boulder. The sound
of the lion stops; he is listening. Again they silently heave
against the enormous stone, exerting the final limits of their
strength. The rock begin to tip to a new balance point.

The lion twitches alert to this sound, but having no fear of these
creatures, he makes the first of two mistakes which will cost
him his life; he goes back to his meal.

The rock moves slowly over the ledge, picking up speed with
amazing suddeness. It strikes a projection in the cliff about
fifteen feet above the ground, which deflects its path outward.

Just at this instant, the lion reacts instinctively and leaps
away from the face of the cliff directly into the path of the

10/13/65										 a22
------------------------------------------------------------------------
A13
CONTINUED

onrushing boulder. He has combined the errors of over-
confidence and bad luck.

The next morning they find the lion in front of the cave. They
also find one of their tribe who had incautiously peeped out to
see what was happening, and was apparently killed by a small
rock torn loose by the boulder; but this was a small price to
pay for such a great victory.

					  * * * * * * * *

And then one night the crystal cube was gone, and not even
Moonwatcher ever thought of it again. He was still wholly
unaware of all that it had done.

10/13/65										 a23
------------------------------------------------------------------------
A14
EXT STREAM - MASTER OF THE WORLD

From their side of the stream, in the never violated safety of
their own territory, the Others see Moonwatcher and fourteen
males of his tribe appear from behind a small hillock over-
looking the stream, silhouetted against the dawn sky.

The Others begin to scream their daily challenge. But today
something is different, though the Others do not immediatly
recognize this fact.

Instead of joining the verbal onslaught, as they had always done,
Moonwatcher and his small band decended from the rise, and
begin to move forward to the stream with a quiet purposefulness
never befor seen.

As the Others watch the figures silently approaching in the
morning mist, they become aware of the terrible strangness
of this encounter, and their rage gradually subsides down to
an uneasy silence.

At the water's edge, Moonwatcher and his band stop. They
carry their bone clubs and bone knives.

10/13/65										 a24
------------------------------------------------------------------------
A14
CONTINUED

Led by One-ear, the Others half-heartly resume the battle-
chant. But they are suddenly confrunted with a vision that cuts
the sound from their throats, and strikes terror into their
hearts.

Moonwatcher, who had been partly concealed by two males who
walked before him, thrusts his arm high into the air. In his
hand he holds a stoud tree branch. Mounted atop the branch is
the bloody head of the lion, its mouth jammed open with a stick,
displaying its frightful fangs.

The Others gape in fearful disbelief at this display of power.

Moonwatchers stands motionless, thrusting the lion's head high.
Then with majestic deliberation, still carrying his mangled
standard above his head, he begins to cross the stream, followed
by his band.

The Others fade back from the stream, seeming to lack even
the ability to flee.

Moonwatcher steps ashore and walks to One-Ear, who stands

10/13/65										 a25
------------------------------------------------------------------------
A14
CONTINUED

unsurely in front of his band.

Though he is a veteran of numerous combats at the water's edge,
One-Ear has never been attacked by an enemy who had not first
displayed his fighting rage; and he had never before been attacked
with a weapon. One-Ear, merely looks up at the raised club
until the heavey thigh bone of an antelope brings the darkness
down around him.

The Others stare in wonder at Moonwatcher's power.

Moonwatcher surveys the scene. Now he was master of the
world, and he was not sure what to do next. But he would
think of something.

10/13/65										 a26
------------------------------------------------------------------------
					    A SECTION TIMING

			    A1    00.30
			    A2    00.45
			    A3    01.30
			    A4    00.30
			    A5    01.00
			    A6    01.00
			    A7    01.00
			    A8    03.00
			    A9    00.45
			    A10   02.00
			    A11   04.00
			    A12   02.00
			    A13   02.30
			    A14   02.30

					    A SECTION TOTAL: @23 MIN. 00 SECS
------------------------------------------------------------------------ 
			    TITLE					PART II

							    YEAR 2001

											    a26a
------------------------------------------------------------------------ 
B1
EARTH FROM 200 MILES UP					 NARRATOR		
						    By the year 2001, overpopulation has
B1a						 replaced the problem of starvation
THOUSAND MEGATON			   but this was ominously offset by the
NUCLEAR BOMB IN ORBIT		   absolute and utter perfection of the
ABOVE THE EARTH,			   weapon.
RUSSIAN INSIGNIA AND
CCCP MARKINGS

B1b							 NARRATOR
AMERICAN THOUSAND			  Hundreds of giant bombs had been
MEGATON BOMB IN ORBIT		   placed in perpetual orbit above the
ABOVE THE EARTH.			   Earth. They were capable of
						    incinerating the entire Earth's
						    surface from an altitude of 100
						    miles.

B1c
FRENCH BOMB						   NARRATOR
					    Matters were further complicated
					    by the presence of twenty-seven
					    nations in the nuclear club. There
					    had been no deliberate or acciden-
B1d						 tal use of nuclear weapons since
GERMAN BOMB				   World War II and some people felt
					    sercure in this knowledge. But to
					    others, the situation seemed
						    comparible to an airline with a
B1f						 perfect safety record; in showed
CHINESE BOMB				  admirable care and skill but no
						    one expected it to last forever.

10/4/65											  b1
------------------------------------------------------------------------ 
B2
ORION-III SPACECRAFT
IN FIGHT AWAY FROM
EARTH, 200 MILES
ALTITUDE.

10/4/65											  b2
------------------------------------------------------------------------ 
B3
ORION-III PASSENGER AREA.
DR. HEYWOOD FLOYD IS THE
ONLY PASSENGER IN THE
ELEGANT CABIN DESIGNED
FOR 30 PEOPLE. HE IS
ASLEEP.

HIS PEN FLOATS NEAR HIS
HAND.

10/4/65											  b3   
------------------------------------------------------------------------ 
B4
ORION-III COCKPIT.
PILOT, CO-PILOT.
FLOYD CAN BE SEEN
ASLEEP ON A SMALL
TV MONITOR.
STEWARDESS IS PUTTING
ON LIPSTICK. SHE SEES
PEN.

10/4/65											  b4   
------------------------------------------------------------------------ 
B5
STEWARDESS GOES BACK
TO PASSENGER AREA,
RESCUES PEN AND CLIPS
IT BACK IN FLOYD'S
POCKET.

10/4/65											  b5   
------------------------------------------------------------------------ 
B6
SPACE STATION-5. THE
RAW SUNLIGHT OF SPACE
DAZZLES FROM THE
POLISHED METAL SURFACES
OF THE SLOWLY REVOLVING,
THOUSAND-FOOT DIAMETER
SPACE STATION. DRIFTING
IN THE SAME ORBIT, WE SEE
SWEPT-BACK TITOV-V
SPACECRAFT. ALSO THE
ALMOST SPHERICAL ARIES-IB

10/4/65											  b6   
------------------------------------------------------------------------
B7
ORION-III PASSENGER AREA
FLOYD AWAKE BUT GROGGY,
LOOKS OUT OF WINDOW.

10/4/65											  b7   
------------------------------------------------------------------------
B8
ORION-III COCKPIT.
THE CO-PILOT IN RADIO
COMMUNICATION WITH THE
SPACE STATION.

10/4/65											  b8   
------------------------------------------------------------------------
B9
THE ORION-III SPACECRAFT
IN DOCKING APPROACH. THE
EARTH IS SEEN IN BREATH-
TAKING VIEW IN B.G.

10/4/65											  b9
------------------------------------------------------------------------
B10
INSIDE DOCKING CONTROL.
WE SEE ORION-III MANO-
UVERING. IN BACKGROUND.

10/4/65											  b10
------------------------------------------------------------------------
B11
FROM DOCKING PORT WE
SEE THE ORION-III INCHING
IN TO COMPLETE ITS
DOCKING. WE SEE VARIOUS
WINDOWED BOOTHS INSIDE
DOCKING PORT. WE SEE
THE PILOT AND CO-PILOT
INSIDE THE ORION-III
COCKPIT.

10/4/65											  b11
------------------------------------------------------------------------
B12
SPACE STATION
RECEPTION AREA

RECEPTIONIST AT DESK.
MILLER ENTERS, HUR-
RYING. HE GOES TO
THE ELEVATOR AND
PRESSES BUTTON. HE
WAITS IMPATIENTLY.

WE SEE ELEVATOR
INDICATOR WORKING

ELEVATOR DOOR OPENS
AND FLOYD IS SEEN
UNSTRAPPING HIMSELF.
THE ELEVATOR GIRL IS
SEATED BY THE DOOR
						    MILLER
						    Oh, good morning, Dr. Floyd.
						    I'm Nick Miller.

						    FLOYD
						    How do you do, Mr. Miller?

						    MILLER
						    I'm terribly sorry. I was just
						    on my way down to meet you. I
						    saw your ship dock and I knew I
						    had plenty of time, and I was on
						    my way out of the office when,
						    suddenly, the phone rang.

12/7/65											  b12   
------------------------------------------------------------------------
B12
CONTINUED

					    FLOYD
					    Oh, please don't worry about it.

					    MILLER
					    Well, thank you very much for
					    being so understanding.

					    FLOYD
					    Please, it really doesn't matter.

					    MILLER
					    Well.. Did you have a pleaant
					    flight?

					    FLOYD
					    Yes, very pleasant.

					    MILLER
					    Well, shall we go through
					    Documentation?

					    FLOYD
					    Fine.

					    RECEPTIONIST
					    Will you use number eight,
					    please?

					    MILLER
					    Thank you, Miss Turner.

12/7/65										  b13
------------------------------------------------------------------------
B12
CONTINUED

THEY ENTER PASSPORT
AREA

RECEPTIONIST PRESSES
"ENGLISH" BAR ON HER
CONSOLE AND SMILES
AS FLOYD GOES THROUGH.

12/7/65										  b13a
------------------------------------------------------------------------
IN AUTOMATED PASSPORT
SECTION. THEY STOP IN
FRONT OF A BOOTH
FEATURING A TV SCREEN
					    
					    PASSPORT GIRL (TV)
					    Good morning and welcome to voice
					    Print Identification. When you see
					    the red light go on would you please
					    state in the following order; your
					    desitination, your nationality and
					    your full name. Surname first,
					    christian name and initial. For
					    example: Moon, American,
					    Smith, John, D. Thank you.

THERE IS A PAUSE
AND A RED BAR LIGHTS UP

					    FLOYD
					    Moon, American, Floyd, Heywood,
					    R.

THE RED LIGHT GOES OFF.
THERE IS A DELAY OF
ABOUT TWO SECONDS AND
THE WOMAN'S FACE
REAPPEARS

					    FLOYD
					    I've always wondered....

12/7/65										  b14   
------------------------------------------------------------------------
B13
CONTINUED
					    PASSPORT GIRL (TV)
					    (Interrupting)  Thank you. Despite
					    and excellent and continually
					    improving safety record there are
					    certain risks inherent in space
					    travel and an extremely high cost
					    of pay load. Because of this it
					    is necessary for the Space Carrier
					    to advise you that it cannot be
					    responsible for the return of your
					    body to Earth should you become
					    deceased on the Moon or en route
					    to the Moon. However, it wishes
					    to advise you that insurance
					    covering this contingency is
					    available in the Main Lounge.
					    Thank you. You are cleared
					    through Voice Print Identification.

THE LIGHTS GO OFF
AND THE WOMAN'S
FACE DISAPPEARS

THE MEN EXIT THE
PASSPORT AREA

					    MILLER
					    I've reserved a table for you in
					    the Earth Light room. Your
					    connecting flight will be
					    leaving in about one hour.

12/7/65										  b15 
------------------------------------------------------------------------
B13
CONTINUED

						FLOYD
						Oh, that's wonderful.

12/7/65										  b16 
------------------------------------------------------------------------
B14
INT SPACE STATION - LOUNGE

FLOYD AND MILLER WALKING

					    MILLER
					    Let's see, we haven't had the
					    pleasure of a visit from you not
					    since... It was about eight or
					    nine months ago, wasn't it?

					    FLOYD
					    Yes, I think so. Just about
					    then.

					    MILLER
					    I suppose you saw the work on
					    our new section while you
					    were docking.

					    FLOYD
					    Yes, it's coming along very well.

THEY PASS THE VISION
PHONE BOOTH

						FLOYD
						Oh, look, I've got to make a
						phone call. Why don't you go
						on into the Restaurant and I'll
						meet you in there.

12/7/65										  b17 
------------------------------------------------------------------------
B14
CONTINUED

					    MILLER
					    Fine. I'll see you at the bar.

FLOYD ENTERS PHONE
BOOTH. SIGN ON
VISION PHONE SCREEN
"SORRY, TEMPORARILY
OUT OF ORDER."

HE ENTERS THE SECOND
BOOTH AND SITS DOWN

12/7/65										  b18	 
------------------------------------------------------------------------
B15
DELETED

B16
DELETED

PAGES b19 - b22 DELETED

12/7/65
------------------------------------------------------------------------
B17
FLOYD IN VISION PHONE

LITTLE GIRL OF FIVE
ANSWERS

						CHILD
						Hello.

VISION PHONE SCREEN
DISPLAY SIGN 'YOUR
PARTY HAS NOT CONNECTED
VISION'

A FEW SECONDS LATER,
THE SCREEN CHANGES
TO AN IMAGE OF THE
CHILD
					    FLOYD
					    Hello, darling, how are you?

					    CHILD
					    Hello Daddy. Where are you?

					    FLOYD
					    I'm at Space Station Five,
					    darling. How are you?

					    CHILD
					    I'm fine, Daddy. When are
					    you coming home?

12/6/65										  b23 
------------------------------------------------------------------------
B17
CONTINUED

					    FLOYD
					    Well, I hope in a few days,
					    sweetheart.

					    CHILD
					    I'm having a party tomorrow.

					    FLOYD
					    Yes, I know that sweetheart.

					    CHILD
					    Are you coming to my party?

					    FLOYD
					    No, I'm sorry, darling, I
					    told you I won't be home for a
					    few days.

					    CHILD
					    When are you coming home?

					    FLOYD
					    In three days, darling, I
					    hope.

FLOYD HOLDS UP
THREE FINGERS.

12/6/65										  b24 
------------------------------------------------------------------------
B17

					    FLOYD
					    One, two, three. Can I
					    speak to Mommy?

					    CHILD
					    Mommy's out to the hair-
					    dresser.

					    FLOYD
					    Where is Mrs. Brown?

					    CHILD
					    She's in the bathroom.

					    FLOYD
					    Okay, sweetheart. Well, I
					    have to go now. Tell Mommy
					    that I called.

					    CHILD
					    How many days until you
					    come home?

					    FLOYD
					    Three, darling. One... two
					    ... three. Be sure to tell
					    Mommy I called.

12/6/65										  b24a 
------------------------------------------------------------------------
B17
CONTINUED

					    CHILD
					    I will, Daddy.

					    FLOYD
					    Okay, sweetheart. Have a
					    lovely Birthday Party
					    tomorrow.

					    CHILD
					    Thank you, Daddy.

					    FLOYD
					    I'll wish you a happy
					    Birthday now and I'll see you
					    soon. All right, Darling?

					    CHILD
					    Yes, Daddy.

					    FLOYD
					    'Bye, 'bye, now, sweetheart.

					    CHILD
					    Goodbye, Daddy.

12/6/65										  b24b 
------------------------------------------------------------------------
B18
VISION PHONE
PROCEDURE FOR
INFORMATION

VISION PHONE
PROCEDURE FOR
DIALLING

					    OPERATOR
					    Good morning, Macy's.

					    FLOYD
					    Good morning. I'd like the
					    Vision shopper for the Pet
					    Shop, please.

					    OPERATOR
					    Just one moment.

12/7/65										  b25 
------------------------------------------------------------------------
B19
THE PICTURE FLIPS AND
WE SEE A WOMAN STANDING
IN FORN OF A SPECIALLY-
DESIGNED DISPLAY SCREEN

					    VISION SALES GIRL
					    Good morning, sir, may I help you?

					    FLOYD
					    Yes, I'd like to buy a bush baby.

					    VISION SALES GIRL
					    Just a moment, sir.

THE GIRL KEYS SOME
INPUTS AND A MOVING
PICTURE APPEARS ON
THE SCREEN OF A CAGE
CONTAINING ABOUT SIX
BUSH BABIES,
BEAUTIFULLY DISPLAYED
AGAINST A WHITE BACK-
GROUND

					    VISION SALES GIRL
					    Here you are, sir. Here is a 
					    lovely assortment of African
					    bush babies. They are twenty
					    Dollars each.

12/7/65										  b26 
------------------------------------------------------------------------
B19
CONTINUED

					    FLOYD
					    Yes, well... Pick out a nice one
					    for me, a friendly one, and I'd
					    like it delivered tomorrow.

					    VISION SALES GIRL
					    Certainly, sir. Just let us have
					    your name and Bank identification
					    for V.P.I., and then give the
					    name and address of the person
					    you'd like the pet delivered to
					    and it will be delivered tomorrow.

SOME TIME DURING
THIS CONVERSATION,
FLOYD SEE ELENA,
SMYSLOV AND THE
OTHER TWO RUSSIANS
PASS HIS VISION PHONE
WINDOW. ELENA TAPS
AND MIMES "HELLO",
GESTURING TOWARD A
TABLE BEHIND FLOYD
WHERE THEY ALL SIT
DOWN

					    FLOYD
					    Thank you very much. Floyd,
					    Heywood, R.,  First National
					    Bank of Washington. Please
					    deliver to Miss Josephine
					    Floyd, 9423 Dupre Avenue,
					    N.W.14.

12/7/65										  b27 
------------------------------------------------------------------------
B19
CONTINUED

					    VISION SALES GIRL
					    Thank you very much, sir. It
					    will be delivered tomorrow.

12/7/65										  b27a 
------------------------------------------------------------------------
B20
SPACE STATTION 5 - LOUNGE

					    FLOYD
					    Well, how nice to see you again,
					    Elena. You're looking wonderful.

					    ELENA
					    How nice to see you, Hyewood.
					    This is my good friend, Dr.
					    Heywood Floyd. I'd like you
					    to meet Andre Smyslov...

SMYSLOV AND THE TWO
OTHER RUSSIAN WOMEN
STAND UP AND SMILE

THEY SHAKE HANDS
AFTER INTRODUCTION
AND AD-LIB 'HELLOS'

					    ELENA
					    And this is Dr. Kalinan...
					    Stretyneva...

THE RUSSIANS ARE
VERY WARM AND 
FRIENDLY.

					    SMYSLOV
					    Dr. Floyd, won't you join us
					    for a drink?

12/7/65										  b28 
------------------------------------------------------------------------
B20
CONTINUED

					    FLOYD
					    I'm afraid I've only got a few
					    minutes, but I'd love to.

THERE IS A BIT OF
CONFUSION AS ALL
REALISE THERE IS
NOT ENOUGH ROOM
FOR ANOTHER
PERSON AT THE TABLE.
SMYSLOV OFFERS FLOYD
HIS CHAIR
AND BORROWS
ANOTHER FROM A NEARBY TABLE

					    SYMYSLOV
					    What would you like to drink?

					    FLOYD
					    Oh, I really don't have time
					    for a drink. If it's all right
					    I'll just sit for a minute and
					    then I've got to be off.

					    SMYSLOV
					    Are you quite sure?

					    FLOYD
					    Yes, really, thank you very
					    much.

					    ELENA
					    Well... How's your lovely
					    wife?

12/7/65										  b29 
------------------------------------------------------------------------
B20
CONTINUED

					    FLOYD
					    She's wonderful.

					    ELENA
					    And your charming little daughter?

					    FLOYD
					    Oh, she's growing up very fast.
					    As a matter of fact, she's six
					    tomorrow.

					    ELENA
					    Oh, that's such a delightful age.

					    FLOYD
					    How is gregor?

					    ELENA
					    He's fine. But I'm afraid we
					    don't get a chance to see each
					    other very much these days.

POLITE LAUGHTER

					    FLOYD
					    Well, where are all of you off
					    to?

12/7/65										  b30 
------------------------------------------------------------------------
B20
CONTINUED

					    ELENA
					    Actually, we're on our way back
					    from the moon. We've just
					    spent three months calibrating
					    the new antenna at Tchalinko.
					    And what about you?

					    FLOYD
					    Well, as it happens, I'm on
					    my way up to the moon

					    SMYSLOV
					    Are you, by any chance, going
					    up to your base at Clavius?

					    FLOYD
					    Yes,as a matter of fact, I am.

THE RUSSIANS
EXCHANGE
SIGNIFICANT
GLANCES

					    FLOYD
					    Is there any particular reason
					    why you ask?

12/7/65										  b31 
------------------------------------------------------------------------
B20
CONTINUED

					    SMYSLOV
					    (pleasantly)  Well, Dr. Floyd,
					    I hope that you don't think I'm
					    too inquisitive, but perhaps
					    you can clear up the mystery
					    about what's been going on up
					    there.

					    FLOYD
					    I'm sorry, but I'm not sure
					    I know what you mean.

					    SMYSLOV
					    Well, it's just for the past
					    two weeks there have been
					    some extremely odd things
					    happening at Clavius.

					    FLOYD
					    Really?

					    SMYSLOV
					    Yes. Well, for one thing,
					    whenever you phone the base,
					    all you can get is a recording
					    which repeats that the phone
					    lines are temporarily out of
					    order.

12/7/65										  b32 
------------------------------------------------------------------------
B20
CONTINUED

					    FLOYD
					    Well, I suppose they've been
					    having a bit of trouble with
					    some of the equipment.

					    SMYSLOV
					    Yes, well at first we thought
					    that was the explanation, but
					    it's been going on for the past
					    ten days.

					    FLOYD
					    You mean you haven't been able
					    to get anyone at the base for ten
					    days?

					    SMYSLOV
					    That's right.

					    FLOYD
					    I see.

					    ELENA
					    Another thing, Heywood, two
					    days ago, one of our rocket
					    buses was denied permission
					    for an emergency landing at
					    Clavius.

12/7/65										  b33 
------------------------------------------------------------------------
B20
CONTINUED

					    FLOYD
					    How did they manage to do that
					    without any communication?

					    ELENA
					    Clavius Control came on the
					    air just long enough to transmit
					    their refusal.

					    FLOYD
					    Well, that does sound very odd.

					    SMYSLOV
					    Yes, and I'm afaid there's
					    going to be a bit of a row about
					    it. Denying the men permission
					    to land was a direct violation of
					    the I.A.S. convention.

					    FLOYD
					    Yes... Well, I hope the crew
					    got back safely.

					    SMYSLOV
					    Fortunately, they did.

					    FLOYD
					    Well, I'm glad about that.

12/7/65										  b33a 
------------------------------------------------------------------------
B20
CONTINUED

THE RUSSIANS EXCHANGE
MORE GLANCES. ONE OF
THE WOMEN OFFERS
AROUND A PILL BOX.
ELENA AND ANOTHER
RUSSIAN TAKE ONE AND
THE THIRD RUSSIAN
DELCINES.

					    SMYSLOV
					    Dr. Floyd, at the risk of pressing
					    you on a point you seem reticent
					    to discuss, may I ask you a
					    straightforward question?

					    FLOYD
					    Certainly.

					    SMYSLOV
					    Quite frankly, we have had some
					    very reliable intelligence reports
					    that a quite serious epidemic
					    has broken out at Clavius.
					    Something, apperently, of an
					    unknown origin. Is this, in
					    fact, what has happened?

A LONG, AWKWARD
PAUSE

12/7/65										  b33b 
------------------------------------------------------------------------ 
B20
CONTINUED

					    FLOYD
					    I'm sorry, Dr. Smyslov, but
					    I'm really not at liberty to
					    discuss this.

					    SMYSLOV
					    This epidemic could easily
					    spread to our base, Dr. Floyd.
					    We should be given all the
					    facts.

LONG PAUSE

					    FLOYD
					    Dr. Smyslov... I'm not
					    permitted to discuss this.

					    ELENA
					    Are you sure you won't change
					    your mind about a drink?

					    FLOYD
					    No, thank you... and I'm
					    afraid now I really must be
					    going.

					    ELENA
					    Well, I hope that you and your
					    wife can come to the I.A.C.
					    conference in June.

12/7/65										  b33c 
------------------------------------------------------------------------ 
B20
CONTINUED

					    FLOYD
					    We're trying to get there. I
					    hope we can.

					    ELENA
					    Well, Gregor and I will look
					    forward to seeing you.

					    FLOYD
					    Thank you. It's been a great
					    pleasure to meet all of you...
					    Dr. Smyslov.

THE RUSSIANS ALL
RISE AND THERE
ARE AD-LIBS OF
COURTESY

FLOYD SHAKES HANDS
AND EXITS

THE RUSSIANS EXCHANGE
A FEW SERIOUS PARA-
GRAPHES IN RUSSIAN

12/7/65										  b33d	  
------------------------------------------------------------------------ 
B21

ARIES-IB IN SPACE.
EARTH MUCH SMALLER
THAN AS SEEN FROM
SPACE STATION

					    NARRATOR
					    The Aries-IB has become the
					    standard Space-Station-to-Lunar
					    surface vehicle. It was powered
					    by low-thrust plasma jets which
					    would continue the mild acceler-
					    ation for fifteen minutes. Then
					    the ship would break the bonds of
					    gravity and be a free and indepen-
					    dent planet, circling the Sun in an
					    orbit of its own.

10/4/65										  b34 
------------------------------------------------------------------------ 
B21a

ARIES PASSENGER AREA.
FLOYD IS ASLEEP, STRETCHED
OUT IN THE CHAIR, COVERED
WITH BLANKETS WHICH ARE
HELD SECURE BY STRAPS

A STEWARDESS SITS AT THE
OTHER SIDE OF THE CABIN,
WATCHING A KARATE
EXHIBITION BETWEEN TWO
WOMEN ON TELEVISION

THE ELEVATOR ENTRANCE
DOOR OPENS AND THE
SECOND STEWARDESS ENTERS
CARRYING A TRAY OF FOOD

SHE BRINGS IT TO THE OTHER
STEWARDESS

					    STEWARDESS ONE
					    Oh, thank you very much.

					    STEWARDESS TWO
					    I see he's still asleep.

					    STEWARDESS ONE
					    Yes. He hasn't moved since we
					    left.

STEWARDESS TWO EXITS,
INTO ELEVATOR

12/6/65										  b34a 
------------------------------------------------------------------------ 
B21b

ARIES GALLEY AREA.
STEWARDESS EXITS FROM
ELEVATOR, GOES TO
KITCHEN SECTION, REMOVES
TWO TRAYS, WALKS UP TO
THE SIDE OF THE WALL AND
ENTERS PILOT'S
COMPARTMENT

12/6/65										  b34b 
------------------------------------------------------------------------ 
B22
ARIES-IB COCKPIT.
PILOT, CO-PILOT.

STEWARDESS ENTERS,
CARRYING FOOD

					    PILOT
					    Oh, thank you very much.

					    CO-PILOT
					    Thank you.

STEWARDESS SMILES.

					    PILOT
					    (sighs)  Well, how's it going
					    back there?

					    STEWARDESS
					    Fine. Very quiet. He's been
					    asleep since we left.

					    PILOT
					    Well, no one can say that he's not
					    enjoying the wonders of Space.

					    CO-PILOT
					    Well, whatever's going on up there,
					    he's going to arrive fresh and ready
					    to go.

12/14/65										 b35 
------------------------------------------------------------------------ 
B22
CONTINUED

					    PILOT
					    I wonder what really IS going on
					    up there?

					    CO-PILOT
					    Well, I've heard more and more
					    people talk of an epidemic.

					    PILOT
					    I suppose it was bound to happen
					    sooner or later.

					    CO-PILOT
					    Berkeley told me that they think
					    it came from contamination on a
					    returning Mars flight.

					    PILOT
					    Yes, well, whatever it is, they're
					    certainly not fooling around. This
					    is the first flight they allowed
					    in for more than a week.

					    CO-PILOT
					    I was working out what this trip
					    must cost, taking him up there
					    by himself and coming back empty.

					    PILOT
					    I'll bet it's a fortune.

12/14/65										 b36	  
------------------------------------------------------------------------ 
B22
CONTINUED

					    CO-PILOT
					    Well, at ten thousand dollars a
					    ticket, it comes to the better part
					    of six hundred thousand dollars.

					    PILOT
					    Well, as soon as he wakes up,
					    I'm going to go back and talk to
					    him. I must say, I'd like to
					    find out what's going on.

12/14/65										 b36a 
------------------------------------------------------------------------ 
B23
ARIES-IB IN SPACE.
MOON VERY LARGE.

10/4/65										  b37 
------------------------------------------------------------------------ 
B24
ARIES-IB PASSENGER
AREA. FLOYD FINISHING
BREAKFAST.

PILOT ENTERS.

					    PILOT
					    Well, good afternoon, Dr. Floyd.
					    Did you have a good rest?

					    FLOYD
					    Oh, marvellous. It's the first
					    real sleep I've had for the past
					    two days.

					    PILOT
					    There's nothing like weightless
					    sleep for a complete rest.

					    FLOYD
					    When do we arrive at Clavius?

					    PILOT
					    We're scheduled to dock in about
					    seven hours. Is there anything
					    we can do for you?

					    FLOYD
					    Oh, no, thank you. The two
					    girls have taken wonderful care
					    of me. I'm just fine.

12/14/65										 b38  
------------------------------------------------------------------------
B24
CONTINUED

					    PILOT
					    Well, if there is anything that you
					    wnat, just give a holler.

					    FLOYD
					    Thank you.

					    PILOT
					    Incidentally, Dr. Floyd, I wonder
					    if I can have a word with you about
					    the security arrangements?

					    FLOYD
					    What do you mean?

					    PILOT
					    Well... the crew is confined to
					    the ship when we land at Clavius.
					    We have to stay inside for the
					    time it take to refit - about
					    twenty-four hours. And then
					    we're going to back empty.

					    FLOYD
					    I see.

					    PILOT
					    I take it this is something to do
					    with the trouble they're having
					    up at Clavius?

12/14/65										 b39 
------------------------------------------------------------------------
B24
CONTINUED

					    FLOYD
					    I'm afraid that's out of my depart-
					    ment, Captain.

					    PILOT
					    Well, I'll tell you why I ask. You
					    see, I've got a girl who works in
					    the Auditing Department of the
					    Territorial Administrator and I
					    haven't been able to get her on
					    the phone for the past week or so,
					    and with all these stories one
					    hears, I'm a little concerned
					    about her.

					    FLOYD
					    I see. Well, I'm sorry about that.
					    I wouldn't think there's any cause
					    for alarm.

					    PILOT
					    Yes, well, I wouldn't have been
					    too concerned about it, except
					    I've heard these stories about the
					    epidemic and, as a matter of fact,
					    I've heard that ten people have
					    died already.

12/14/65										 b40 
------------------------------------------------------------------------
B24
CONTINUED

					    FLOYD
					    I wish I could be more helpful,
					    Captain, but as I've said, I don't
					    think there's any cause for
					    alarm.

					    PILOT
					    Well, fine. Thanks very much,
					    anyway, and I hope you don't
					    mind me asking?

					    FLOYD
					    No, of course, Captain, I can
					    understand your concern.

					    PILOT
					    Well, thank you very much, and
					    please let us know if there is
					    anything we can do to make your
					    trip more comfortable.

12/14/65										 b40a 
------------------------------------------------------------------------
B25
ARIES-IB CLOSER TO MOON

10/4/65										  b41	 
------------------------------------------------------------------------
B26
FLOYD GOES TO ARIES-IB
WASHROOM AND LOOKS AT
THE VERY LONG LIST OF
COMPLICATED INSTRUCTIONS

10/4/65										  b42 
------------------------------------------------------------------------
B27
ARIES-IB CLOSER TO MOON

DISSOLVE:

10/4/65										  b43 
------------------------------------------------------------------------
B28
FLOYD VISITING ARIES-IB
COCKPIT. WEIGHTLESS
TRICK ENTRANCE.

10/4/65										  b44	 
------------------------------------------------------------------------
B29
ARIES-IB ORBITING MOON.

					    NARRATOR
					    The laws of Earthly aesthetics did
					    not apply here, this world had been
					    shaped and molded by other than
					    terrestrial forces, operating over
					    aeons of time unknown to the young,
					    verdant Earth, with its fleeting
					    Ice-Ages, its swiftly rising and
					    falling seas, its mountain ranges
					    dissolving like mists before the
					    dawn. Here was age inconceivable
					    - but not death, for the Moon had
					    never lived until now.

10/4/65										  b45 
------------------------------------------------------------------------
B30
ARIES-IB COCKPIT - THE
CREW AND DOCKING
CONTROL PEOPLE ON THE
MOON GO THROUGH THEIR
DOCKING ROUTINE. THIS
HAS THE RITUALISTIC TONE
AND CADENCE OF PRESENT-
DAY JET LANDING
PROCEDURE. WE ONLY HEAR
DOCKING CONTROL.

10/4/65										  b46 
------------------------------------------------------------------------
B31
ARIES-IB DECENDING.
SEE AIR VIEW OF BASE.

					    NARRATOR
					    The Base at Clavius was the first
					    American Lunar Settlement that
					    could, in an emergency, be
					    entirely self-supporting.

					    NARRATOR
					    Water and all the necessities of
					    life for its eleven hundred men,
					    women and children were produced
					    from the Lunar rocks, after they
					    had been crushed, heated and
					    chemically processed.

10/4/65										  b47 
------------------------------------------------------------------------
B32
A GROUND BUS NUZZLES UP
TO COUPLING SECTION OF
ARIES-IB

10/4/65										  b48	 
------------------------------------------------------------------------
B33
INSIDE GREAT AIRLOCK
ENTRANCE. GROUND BUS
PULLS IN. GIANT DOORS
CLOSE BEHIND IT.

10/4/65										  b49	 
------------------------------------------------------------------------
B34
INSIDE SECOND AIRLOCK.
DOORS OPEN AFTER OUT-
SIDE SECTION DOORS ARE
CLOSED. GROUND BUS
PULLS IN. DOORS CLOSE
BEHIND IT. SEE PEOPLE
WAITING IN GLASSED-IN
SECTION WAITING FOR
SECOND AIRLOCK DOORS
TO CLOSE.

10/4/65										  b50 
------------------------------------------------------------------------
B35
LOW GRAVITY
GYMNASIUM TRICK
WITH CHILDREN.

					    NARRATOR
					    One of the attractions of life on the
					    Moon was undoubtedly the low
					    gravity which produced a sense
					    of general well-being.

10/4/65										  b51 
------------------------------------------------------------------------
B36
CHILDREN IN SCHOOL.
TEACHER SHOWING THEM
VIEWS OF EARTH AND MAP
OF EARTH.

					    NARRATOR
					    The personnel of the Base and their
					    children were the forerunners of new
					    nations, new cultures that would
					    ultimately spread out across the
					    solar system. They no longer
					    thought of Earth as home. The
					    time was fast approaching when
					    Earth, like all mothers, must say
					    farewell to her children.

DISSOLVE:

10/5/65										  b52 
------------------------------------------------------------------------
B37
LARGE CENTRAL
RECEPTION AREA. DOORS
BRANCHING OFF TO DIFF-
RENT MAIN HALLS. SMALL
POND WITH PLASTIC WHITE
SWAN AND A BIT OF GRASS.
A FEW BENCHES WITH THREE
WOMEN AND THEIR CHILDREN
HAVING OUTING.

FLOYD AND WELCOMING
PARTY WALK THROUGH
AFTER EXITING ELEVATOR.
HALVERSON, MICHAELS
AND FIVE OTHERS.

					    FLOYD
					    (voice echoing)  I must congratulate
					    you Halvorsen. you've done wonder-
					    ful things with the decor since the
					    last time I was here.

					    HALVORSEN
					    (voice echoing)  Well... thank you,
					    Dr. Floyd. We try to make the
					    environment as earthlike as possible.

DISSOLVE:

10/5/65										  b53 
------------------------------------------------------------------------
B38
LOW CEILING CONFERENCE
ROOM, "U" SHAPED TABLE
FACING THREE PROJECTION
SCREENS. SEATED AROUND
THE TABLE ARE TWENTY
SENIOR BASE PERSONNEL.

					    HALVORSEN
					    Ladies and gentlemen, I should
					    like to introduce Dr. Heywood
					    Floyd, a distinguished member
					    of the National Council of
					    Astronautics. He has just
					    completed a special flight here
					    from Earth to be with us, and
					    before the briefing he would
					    like to say a few words. Dr.
					    Floyd.

POLITE APPLAUSE. FLOYD
WALKS TO FRONT OF ROOM.

					    FLOYD
					    First of all, I bring a personal
					    message from Dr. Howell, who
					    has asked me to convey his
					    deepest appreciation to all of
					    you for the personal sacrifices
					    you have made, and of course
					    his congratulations on your
					    discovery which may well prove
					    to be among the most significant
					    in the history of science.

POLITE APPLAUSE.

11/25/65										 b54 
------------------------------------------------------------------------
B38
CONTINUED

					    FLOYD (cont'd)
					    Mr. Halvorsen has made known
					    to me some of the conflicting
					    views held by many of you
					    regarding the need for complete
					    security in this matter, and
					    more specifically your strong
					    opposition to the cover story
					    created to give the impression
					    there is an epidemic at the Base.
					    I understand that beyond it being
					    a matter of principle, many of
					    you are troubled by the concern
					    and anxiety this story of an
					    epidemic might cause your
					    relatives and friends on Earth.

					    I can understand and sympathize
					    with your negative views. I have
					    been personally embarrassed by
					    this cover story. But I fully
					    accept the need for absolute
					    secrecy and I hope you will.

					    It should not be difficult for all
					    of you to realise the potential for
					    cutural shock and social
					    disorientation contained in the
					    present situation if the facts
					    were prematurely and suddenly
					    made public without adequate
					    preparation and conditioning.

11/25/65										 b55 
------------------------------------------------------------------------
B38
CONTINUED

					    FLOYD
					    This is the view of the Council
					    and the purpose of my visit here
					    is to gather addition facts and
					    opinions on the situation and to
					    prepare a report to the Council
					    recommending when and how the
					    news should eventually be
					    announced. Are there any
					    questions?

					    MICHAELS
					    Dr. Floyd, how long do you think
					    this can be kept under wraps?

					    FLOYD
					    (pleasantly)
					    I'm afraid it can and it will be
					    kept under wraps as long as it
					    is deemed to be necessary by
					    the Council. And of course you
					    know that the Council has requested
					    that formal security oaths are to
					    be obtained in writing from every-
					    one who had any knowledge of this
					    event. There must be adequate
					    time for a full study to be made
					    of the situation before any con-
					    sideration can be given to
					    making a public announcement.

11/25/65										 b56 
------------------------------------------------------------------------
B38
CONTINUED

					    HALVORSEN
					    We will, of course, cooperate
					    in any way possible, Dr. Floyd.

11/25/65										 b56a 
------------------------------------------------------------------------
B39
SEVERAL SCENIC VIEWS OF
MOON ROCKET BUS SKIMMING
OVER SURFACE OF MOON.

10/5/65										  b57 
------------------------------------------------------------------------
B40
INSIDE ROCKET BUS,
FLOYD, HALVORSEN,
MICHAELS, FOURTH
MAN, PILOT AND
CO-PILOT. ALL IN
SPACE SUITS MINUS
HELMETS.

FLOYD IS SLOWELY
LOOKING THROUGH
SOME PHOTOGRAPHS
AND MAGNETIC
MAPS OF THE AREA.

HE LOOKS OUT OF
THE WINDOW,
THOUGHTFULLY.

11/25/65										 b58 
------------------------------------------------------------------------
B40
CONTINUED

THE PHOTOGRAPHES
ARE TAKEN FROM A
SATELLITE OF THE
MOON'S SURFACE
AND HAVE NUMBERED
OPTICAL GRID
BORDERS, LIKE
RECENT MARS
PHOTOS.

A FEW SEATS
AWAY, MICHAELS
AND HALVORSEN
CARRY OUT A VERY
BANAL ADMINISTRATIVE
CONVERSATION IN LOW
TONES. IT SHOULD
REVOLVE AROUND
SOMETHING UTTERLY
IRRELEVANT TO THE
PRESENT CIRCUMSTANCES
AND VERY MUCH LIKE
THE KIND OF DISCUSSION
ONE HEARS ALL THE
TIME IN OTHER
ORGANIZATIONS.

DISSOLVE:

11/25/65										 b59
------------------------------------------------------------------------
B41
TMA-1 EXCAVATION.
AIR VIEW. ROCKET
BUS DESCENDING.

THERE ARE NO LIGHTS
ON THE ACTUAL EXCA-
VATION, ONLY THE
LANDING STRIP AND
THE MONITOR DOME.

12/14/65										 b60
------------------------------------------------------------------------
B42
LONG SHOT MONITOR DOMES
WITH A BIT OF EXCAVATION
IN SHOT. SIX SMALL FIGURES
IN SPACE SUITS SLOWLY WALK
TOWARD EXCAVATION.

10/5/65										  b61	 
------------------------------------------------------------------------
B43
THE PARTY STOPS
AT TOP OF TMA-1
EXCAVATION.

A SMALL CONTROL
PANEL MOUNTED AT
THE HEAD OF THE
RAMP. MICHAELS
THROWS A SWITCH
AND THE EXCAVATION 
IS SUDDENLY ILLUMINATED.

					    HALVORSEN
					    Well, there it is.

					    FLOYD
					    Can we go down there closer to
					    it?

					    HALVORSEN
					    Certainly.

12/14/65										 b62	 
------------------------------------------------------------------------
B44
THEY START DOWN
WORKING RAMP

					    FLOYD
					    Does your geology on it still
					    check out?

					    MICHAELS
					    Yes, it does. The sub-surface
					    structure shows that it was
					    deliberately buried about four
					    million years ago.

					    FLOYD
					    How can you tell it was
					    deliberately buried?

					    MICHAELS
					    By the deformation between
					    the mother rock and the fill.

					    FLOYD
					    Any clue as to what it is?

					    MICHAELS
					    Not really. It's completely
					    inert. No sound or energy
					    sources have been detected.
					    The surface is made of
					    something incredibly hard
					    and we've been barely able
					    to scratch it. A laser drill

11/25/65										 b63 
------------------------------------------------------------------------
B44
CONTINUED

					    MICHAELS
					    might do something, but we
					    don't want to be too rough until
					    we know a little more.

					    FLOYD
					    But you don't have any idea as
					    to what it is?

					    MICHAELS
					    Tomb, shine, survey-marker
					    spare part, take your choice.

					    HALVORSEN
					    The only thing about it that we are
					    sure of is that it is the first direct
					    evidence of intelligent life beyond
					    the Earth.

SILENT APPRECIATION

					    HALVORSEN
					    Four million years ago, something,
					    presumably from the stars, must
					    have swept through the solar
					    system and left this behind.

11/25/65										 b64 
------------------------------------------------------------------------
B44
CONTINUED

					    FLOYD
					    Was it abandoned, forgotten, left
					    for a purpose?

					    HALVORSEN
					    I suppose we'll never know.

					    MICHAELS
					    The moon would have made an
					    excellent base camp for
					    preliminary Earth surveys.

SOME MORE SILENCE

					    FLOYD
					    Any ideas about the colour?

					    MICHAELS
					    Well, not really. At first glance,
					    black would suggest something
					    sun-powered, but then why would
					    anyone deliberately bury a sun-
					    powered device?

					    FLOYD
					    Has it been exposed to any sun
					    before now?

					    MICHAELS
					    I don't think it has, but I'd
					    like to check that. Simpson,
					    what's the log on that?

11/25/65										 b65 
------------------------------------------------------------------------
B45
INSIDE MONITOR DOME
WE SEE A NUMBER OF
TELEVISION DISPLAYS
INCLUDING SEVERAL TV
VIEWS OF FLOYD AND
COMPANY IN THE
EXCAVATION.

					    SIMPSON
					    The first surface was exposed at
					    0843 on the 12th April... Let me
					    see... that would have been
					    forty-five minutes after Lunar
					    sun-set. I see here that
					    special lighting equipment had
					    to be brought up before any
					    futher work could be done.

11/25/65										 b66 
------------------------------------------------------------------------
B46
TMA-1 EXCAVATION

					    MICHAELS
					    Thank you.

					    FLOYD
					    And so this is the first sun that
					    it's had in four million years.

					    PHOTOGRAPHER
					    Excuse me, gentlemen, if you'd
					    all line up on this side of the
					    walkway we'd like to take a few
					    photographes. Dr. Floyd, would
					    you thand in the middle... Dr.
					    Michaels on that side, Mr.
					    Halvorsen on the other....
					    thank you.

THE PHOTOGRAPHER
QUICKLY MAKES SOME
EXPOSURES

					    PHOTOGRAPHER
					    Thank you very much gentlemen,
					    I'll have the base photo section
					    send you copies.

AS THE MEN SLOWLY
SEPERATE FROM THEIR
PICTURE POSE, THERE
IS A PIERCINGLY POWERFUL
SERIES OF FIVE ELECTRONIC
SHRIEKS, EACH LIKE A
HIDEOUSLY OVER-LOADED
AND DISTORTED TIME SIGNAL.
FLOYD INVOLUNTARILY TRIES
TO BLOCK HIS EARS WITH HIS
SPACESUITED HANDS. THEN
COMES MERCIFUL SILENCE.

11/25/65										 b67 
------------------------------------------------------------------------
B47
VARIOUS SHOTS OF
SPACE MONITORS,
ASTEROIDS, THE SUN,
PLUTO, MARS.

					    NARRATOR
					    A hundred million miles beyond
					    Mars, in the cold lonliness
					    where no man had yet travelled,
					    Deep-Space-Monitor-79 drifts
					    slowly among the tangled orbits
					    of the asteroids.

					    NARRATOR
					    Radiation detectors noted and
					    analyzed incoming cosmic rays
					    from the galaxy and points beyond;
					    neutron and x-ray telescopes
					    kept watch on strange stars that
					    no human eye would eever see;
					    magnetometers observed the
					    gusts and hurricanes of the solar
					    winds, as the sun breathed million
					    mile-an-hour blasts of plasma
					    into the faces of its circling
					    children.

					    NARRATOR
					    All these things and many others
					    were patiently noted by Deep-
					    Space-Monitor-79, and recorded
					    in its crystalline memory.

11/25/65										 b68 
------------------------------------------------------------------------
B47
CONTINUED

					    NARRATOR
					    But now it had noted something
					    strange - the faint yet
					    unmistakable distrubance rippling
					    across the solar system, and
					    quite unlike any natural phenomena
					    it had ever observed in the past.

					    NARRATOR
					    It was also observed by Orbiter
					    M-15, circling Mars twice a
					    day; and High Inclination Probe-
					    21, climbing slowly above the
					    planet of the ecliptic; and even
					    artificial Comet-5, heading out
					    into the cold wastes beyond
					    Pluto, along an orbit whose
					    far point it would not reach for
					    a thousand years.

					    NARRATOR
					    All noticed the peculiar burst of
					    energy that leaped from the face
					    of the Moon and moved across
					    the solar system, throwing off a
					    spray of radiation like the wake of
					    a racing speedboat.

11/25/65										 b69 
------------------------------------------------------------------------
B SECTION TIMING

B1-1f	00.50			B25	00.10  
B2	   00.10			B26	00.20
B3	   00.15			B27	00.05
B4	   00.15			B28	Out
B5	   00.20			B29	00.30
B6	   00.15			B30	00.30
B7	   00.10			B31	00.25
B8	   00.15			B32	00.20
B9	   00.10			B33	00.20
B10	  00.10			B34	00.30
B11	  00.15			B35	00.20
B12	  00.50			B36	00.20
B13	  01.10			B37	00.30
B14	  00.35			B38	02.15
B15	  Out			  B39	00.20
B16	  Out			  B40	00.50
B17	  01.15			B41	00.15
B18	  00.15			B42	00.10
B19	  01.00			B43	00.15
B20	  03.55			B44	01.40
B21	  00.20			B45	00.20
B21A	 00.20			B46	00.40
B21B	 00.15			B47	01.25
B22	  01.00
B23	  00.10
B24	  01.30

B SECTION TOTAL:  28 MIN. 10 SECS.
------------------------------------------------------------------------
TITLE

					    PART III
					    14 MONTHS LATER

											    b69a
------------------------------------------------------------------------
C1
DISCOVERY 1,000,000
MILES FROM EARTH.
SEE EARTH AND MOON
SMALL.

WE SEE A BLINDING
FLASH EVERY 5
SECONDS FROM ITS
NUCLEAR PULSE
PROPULSION. IT
STRIKES AGAINST
THE SHIP'S THICK
ABLATIVE TAIL
PLATE.

SEVERAL CUTS OF
THIS.

11/19/65										 c1 
------------------------------------------------------------------------
C2
ANOTHER CLOSER
VIEW OF DISCOVERY.
SEE BOWMAN THROUGH
COMMAND MODULE
WINDOW.

11/19/65										 c2 
------------------------------------------------------------------------
C3
BOWMAN INSIDE
DISCOVERY COMMAND
MODULE. HE IS
LOOKING FOR
SOMETHING.

COMPUTER READOUT
DISPLAY SHOWING AN
EVER-SHIFTING
ASSORTMENT OF
COLOR-CODED LINEAR
PROJECTIONS.

WE SEE POOLE IN
BACKGROUND IN
COMPUTER BRAIN
CENTRE AREA.
AFTER A FEW
SECONDS HE EXITS.

THE ELAPSED
MISSION TIMER
READS "DAY 003,
HOUR 14, MINUTE
32, SECOND 10."

11/19/65										 c3 
------------------------------------------------------------------------
C4
BOWMAN EXITS TO
ACCESS-LINK AIRLOCK.
BRIGHT COLOR-CODED
DOORS LEAD TO
CENTRIFUGE AND POD
BAY. LARGE ILLUMUN-
ATED PRINTED WARNINGS
AND INSTRUCTIONS
GOVERNING LINK
OPERATIONS ARE SEEN.

HE PRESSES NECESSARY
BUTTONS TO OPERATE
AIRLOCK DOOR TO
POD BAY.

11/19/65										 c4 
------------------------------------------------------------------------
C5
BOWMAN ENTERS POD
BAY AND CONTINUES
HIS SEARCH. SUDDENLY
HE FINDS IT - HIS
ELECTRONIC NEWSPAD.

HE EXITS POD BAY.

11/19/65										 c5 
------------------------------------------------------------------------
C6
IN THE AIRLOCK-
LINK BOWMAN
OPERATES BUTTONS
TO OPEN DOOR
MARKED "CENTRIFUGE".

11/19/65										 c6	 
------------------------------------------------------------------------
C7
INSIDE THE
CENTRIFUGE HUB
BOWMAN MOVES TO
THE

ENTRY PORT
CONTROL PANEL

					    BOWMAN
					    Hi. Frank... coming in, please.

					    POOLE
					    Right. Just a sec.

					    BOWMAN
					    Okay. (pause)

					    POOLE
					    Okay, come on down.

WE SEE THE
ROTATING HUB
COLLAR AT THE
END. BEHIND IT
WE SEE

11/19/65										 c7 
------------------------------------------------------------------------
C8
THE CENTRIFUGE
TV-DISPLAY SHOWING
SLEEPERS AND POOLE
SLOWLY ROTATING BY.

POOLE SECURES SOME
LOOSE GEAR.

POOLE LOOKS UP TO
TV MONITOR LENS
AND WAVES.

11/19/65										 c8 
------------------------------------------------------------------------
C9
BOWMAN AT PANEL.
STOPS ROTATION
AND MOVES TO
ENTRY PORT.

WHEN ROTATION
STOPS WE SEE A SIGN
LIGHTS UP "WEIGHTLESS
CONDITION".

AS BOWMAN DISAPPEARS
DOWN ENTRY PORT WE
SEE HIM ON

TV-MONITOR, DESCENDING
LADDER. AT THE BASE
OF THE LADDER HE KEYS
THE CENTRIFUGE
OPERATION PANEL.
WE SEE TV-PICTURE
START TO ROTATE
AGAIN. "WEIGHTLESS
CONDITION" SIGN GOES
OUT.

11/19/65										 c9 
------------------------------------------------------------------------
C10
INSIDE CENTRIFUGE
BOWMAN MAKES 180 DEGREE
WALK TO POOLE.
ON WAY HE PASSES
THE SLEEPERS.

WE GET A GOOD
LOOK AT THE THREE
MEN IN THEIR
HIBERNACULUMS.

POOLE IS SEATED
AT A TABLE READING
HIS ELECTRONIC
NEWSPAD.

					    BOWMAN
					    (softly) Hi... How's it
					    going?

					    POOLE
					    (absent but friendly)  Great.

BOWMAN OPERATES
ARTIFICIAL FOOD
UNIT, TAKES HIS TRAY
AND SITS DOWN. KEYS
ON HIS ELECTRONIC
NEWSPAD AND BEGINS
TO EAT. BOTH MEN
EAT IN A FRIENDLY
AND RELAXED SILENCE.

11/19/65										 c10 
------------------------------------------------------------------------
C11
DISCOVERY IN SPACE,
STILL NUCLEAR
PULSING. EARTH
AND MOON CAN BE
SEEN IN BACKGROUND.

DISSOLVE:

11/19/65										 c11 
------------------------------------------------------------------------
C12
POOLE IS FINISHED.

BOWMAN IS STILL
READING AND
WORKING ON HIS
DESSERT.

					    POOLE
					    Dave, if you've a minute, I'd like
					    your advice on something.

					    BOWMAN
					    Sure, what is it?

					    POOLE
					    Well, it's nothing really important,
					    but it's annoying.

					    BOWMAN
					    What's up?

					    POOLE
					    It's about my salary cheques.

					    BOWMAN
					    Yes?

					    POOLE
					    Well I got the papers on my
					    official up-grading to AGS-19
					    two weeks before we left.

12/14/65										 c12 
------------------------------------------------------------------------
C12
CONTINUED

					    BOWMAN
					    Yes, I remember you mentioning it.
					    I got mine about the same time.

					    POOLE
					    That's right. Well, naturally,
					    I didn't say anything to Payroll.
					    I assumed they'd start paying me
					    at the higher grade on the next pay
					    cheque. But it's been almost
					    three weeks now and I'm still
					    being paid as an AGS-18.

					    BOWMAN
					    Interesting that you mention it,
					    because I've got the same problem.

					    POOLE
					    Really.

					    BOWMAN
					    Yes.

					    POOLE
					    Yesterday, I finally called the
					    Accounting Office at Mission
					    Control, and all they could tell me
					    was that they'd received the AGS-19
					    notification for the other three but
					    not mine, and apparently not yours
					    either.

12/14/65										 c13 
------------------------------------------------------------------------
C12
CONTINUED

					    BOWMAN
					    Did they have any explanation for
					    this?

					    POOLE
					    Not really. They just said it might
					    be because we trained at Houston and
					    they trained in Marshall, and that
					    we're being charged against differ-
					    ent accounting offices.

					    BOWMAN
					    It's possible.

					    POOLE
					    Well, what do you think we ought
					    to do about it?

					    BOWMAN
					    I don't think we should make any
					    fuss about it yet. I'm sure they'll
					    straighten it out.

					    POOLE
					    I must say, I never did understand
					    why they split us into two groups
					    for training.

					    BOWMAN
					    No. I never did, either.

12/14/65										 c14 
------------------------------------------------------------------------
C12
CONTINUED

					    POOLE
					    We spent so little time with them,
					    I have trouble keeping their names
					    straight.

					    BOWMAN
					    I suppose the idea was specialized
					    training.

					    POOLE
					    I suppose so. Though, of course,
					    there's a more sinister explanation.

					    BOWMAN
					    Oh?

					    POOLE
					    Yes. You must have heard the
					    rumour that went around during
					    orbital check-out.

					    BOWMAN
					    No, as a matter of fact, I didn't.

					    POOLE
					    Oh, well, apparently there's
					    something about the mission that
					    the sleeping beauties know that
					    we don't know, and that's why we
					    were trained separately and
					    that's why they were put to sleep
					    before they were even taken aboard.

12/14/65										 c15 
------------------------------------------------------------------------
C12
CONTINUED

					    BOWMAN
					    Well, what is it?

					    POOLE
					    I don't know. All I heard is that
					    there's something about the
					    mission we weren't told.

					    BOWMAN
					    That seems very unlikely.

					    POOLE 
					    Yes, I thought so.

					    BOWMAN
					    Of course, it would be very easy
					    for us to find out now.

					    POOLE
					    How?

					    BOWMAN
					    Just ask Hal. It's conceivable
					    they might keep something from
					    us, but they'd never keep anything
					    from Hal.

					    POOLE
					    That's true.

12/14/65										 c15a 
------------------------------------------------------------------------
C12						   
CONINUED

					    BOWMAN
					    (sighs)  Well... it's silly, but...
					    if you want to, why don't you?

POOLE WALKS TO THE
HAL 9000 COMPUTER

					    POOLE
					    Hal... Dave and I believe that
					    there's something about the
					    mission that we weren't told.
					    Something that the rest of the
					    crew know and that you know.
					    We'd like to know whether this
					    is true.

					    HAL
					    I'm sorry, Frank, but I don't
					    think I can answer that question
					    without knowing everything that
					    all of you know.

					    BOWMAN
					    He's got a point.

					    POOLE
					    Okay, then how do we re-phrase
					    the question?

12/14/65										 c15c	  
------------------------------------------------------------------------
C12 
CONTINUED

					    BOWMAN
					    Still, you really don't believe it,
					    do you?

					    POOLE
					    Not really. Though, it is strange
					    when you think about it. It didn't
					    really make any sense to keep
					    us apart during training.

					    BOWMAN
					    Yes, but it's to fantastic to think
					    that they'd keep something from us.

					    POOLE
					    I know. It would be almost
					    inconceivable.

					    BOWMAN
					    But not completely inconceivable?

					    POOLE
					    I suppose it isn't logically impossible.

					    BOWMAN
					    I guess it isn't.

					    POOLE
					    Still, all we have to do is ask Hal.

12/14/65										 c15b
------------------------------------------------------------------------ 
C12
CONTINUED

					    BOWMAN
					    Well, the only important aspect of
					    the mission are: where are we
					    going, what will we do when we
					    get there, when are we coming
					    back, and... why are we going?

					    POOLE
					    Right. Hal, tell me whether the
					    following statements are true or
					    false.

					    HAL
					    I will if I can, Frank.

					    POOLE
					    Our Mission Profile calls for
					    Discovery going to Saturn.
					    True or false?

					    HAL
					    True.

					    POOLE
					    Our transit time is 257 days. Is
					    that true?

					    HAL
					    That's true.

12/14/65										 c15d
------------------------------------------------------------------------ 
C12
CONTINUED

					    POOLE
					    At the end of a hundred days of
					    exploration, we will all go into 
					    hibernation. Is this true?

					    HAL
					    That's true.

					    POOLE
					    Approximately five years after we
					    go into hibernation, the recovery
					    vehicle will make rendezous with
					    us and bring us back. Is this true?

					    HAL
					    That's true

					    POOLE
					    There is no other purpose for this
					    mission than to carry out a
					    continuation of the space program,
					    and to further our general
					    knowledge of the planets. Is that
					    true?

					    HAL
					    That's true.

					    POOLE
					    Thank you very much, Hal.

12/14/65										 c15e
------------------------------------------------------------------------ 
C12
CONTINUED

					    HAL
					    I hope I've been able to be of
					    some help.

BOTH MEN LOOK AT
EACH OTHER RATHER
SHEEPISHLY.

12/14/65										 c15f
------------------------------------------------------------------------ 
C13

DISCOVERY IN SPACE.
PULSING ALONG.
EARTH AND MOON.

11/19/65										 c16
------------------------------------------------------------------------ 
C14
DELETED

C15
DELETED

C15
DELETED

C16
DELETED

PAGES c17 - c41 DELETED
------------------------------------------------------------------------ 
C17

DOCUMENTARY SEQUENCE
ILLUSTRATING THE
FOLLOWING ACTIVITIES.

SPLIT SCREEN TECHNIQUE
AND SUPERIMPOSED CLOCK
TO GIVE SENSE OF
SIMULTANEOUS ACTION AND
THE FEELING OF A TYPICAL
DAY.

IN THE COURSE OF THESE
ACTIVITIES WE SHALL SEE
THE COMPUTER USED IN
ALL OF ITS FUNCTIONS.

					    NARRATOR
					    Bowman and Poole settled down
					    to the peaeful monotony of the
					    voyage, and the next three months
					    passed without incident.

11/24/65										 c42
------------------------------------------------------------------------ 
C17
CONTINUED

BOWMAN				   TIME				 POOLE

a1								  b1
TV NEWS - MORNING		  0800				 WAKES UP

a2								  b2
BEDTIME SNACK			 0900				 BREAKFAST

a3								  b3
TO SLEEP WITH			 1000				 GYMNASIUM
INSTANT ELECTRO-
NARCOSIS AND EAR
PLUGS.

a4								  b4
SLEEP				    1100				 SHIP INSPECTION

a5								  b5
SLEEP				    1200				 HOUSEHOLD DUTIES

a6								  b6
SLEEP				    1300				 LUNCH

11/24/65										 c43
------------------------------------------------------------------------ 
C17
CONTINUED

BOWMAN				   TIME				 POOLE

a7								  b7
SLEEP				    1400				 EXPERIMENTS AND
								    ASTRONOMY

a8								  b8
SLEEP				    1500				 EXPERIMENTS AND
								    ASTRONOMY

a9								  b9
SLEEP				    1600				 RECREATION

a10								 b10
SLEEP				    1700				 RECREATION

a11								 b11
WAKES UP				 1800				 GYMNASIUM

a12								 b12
BREAKFAST				1900				 DINNER

11/24/65										 c44
------------------------------------------------------------------------
C17
CONTINUED

BOWMAN				   TIME				 POOLE

a13								 b13
GYMNASIUM				2000				 TV NEWS - EVENING
								    PAPERS

a14								 b14
MISSION CONTROL		    2100				 MISSION CONTROL
REPORT							   REPORT

a15								 b15
FAMILY AND SOCIAL		  2200				 FAMILY AND SOCIAL
TV CHAT							  TV CHAT

a16								 b16
FILMS				    2300				 FILMS

a17								 b17
LUNCH				    2400				 BEDTIME SNACK

a18								 b18
INSPECTION			    0100				 INSTANT ELECTRO-
								    NARCOSIS SLEEP

11/24/65										 c45
------------------------------------------------------------------------ 
C17
CONTINUED

BOWMAN				   TIME				 POOLE

a19								 b19
EXPERIMENTS AND		    0200				 SLEEP
ASTRONOMY

a20								 b20
EXPERIMENTS AND		    0300				 SLEEP

a21								 b21
RECREATION			    0400				 SLEEP

a22								 b22
HOUSEHOLD DUTIES		   0500				 SLEEP

a23								 b23
GYMNASIUM				0600				 SLEEP

a24								 b24
DINNER				   0700				 SLEEP

11/24/65							 c46
------------------------------------------------------------------------
C18
DISCOVERY IN SPACE

11/24/65										 c47
------------------------------------------------------------------------ 
C19
CENTRIFUGE

BOWMAN SITTING AT
PERSONAL COMMUNI-
CATION PANEL. POOLE
STANDING NEARBY.

BOWMAN'S PARENTS
ARE SEEN ON THE VISION
SCREEN. MOTHER, FATHER
AND YOUNGER SISTER.

THEY ARE ALL SINGING
"HAPPY BIRTHDAY". THE
PARENTS, POOLE AND HAL.

THE SONG ENDS.

					    FATHER
					    Well, David there is a man telling
					    us that we've used up our time.

					    MOTHER
					    David... again we want to wish
					    you a happy Birthday and God speed.
					    We'll talk to you again tomorrow.
					    'Bye, 'bye now.

CHORUS OF
"GOODBYES".

12/13/65										 c48
------------------------------------------------------------------------
C19
CONTINUED

VISION SCREEN GOES
BLANK

					    HAL
					    Sorry to interrupt the festivities,
					    Dave, but I think we've got a 
					    problem.

					    BOWMAN
					    What is it, Hal?

					    HAL
					    MY F.P.C. shows an impending
					    failure of the antenna orientation
					    unit.

C20
TV DISPLAYS DIAGRAM
OF SKELETONISED
PICTURE OF SHIP.

12/13/65										 C49
------------------------------------------------------------------------ 
C21
PICTURE CHANGES TO
CLOSER SECTIONALISED
VIEW OF SHIP.

C22
PICTURE CHANGES TO
ACTUAL COMPONENT
IN COLOUR RELIEF AND
ITS WAREHOUSE NUMBER

					    HAL
					    The A.O. unit should be replaced
					    within the next seventy-two hours.

					    BOWMAN
					    Right. Let me see the antenna
					    alignment display, please.

C23
TV DISPLAY OF EARTH
VERY SMALL IN CROSS-
HAIRS OF A GRID PICTURE.

12/13/65										 c50
------------------------------------------------------------------------
C24
CUT TO EXTERIOR VIEW
OF THE BIG DISH ANTENNA
AND EARTH ALIGNMENT
TELESCOPE.

C25
CENTRIFUGE

					    HAL
					    The unit is still operational, Dave.
					    but it will fail within seventy-two
					    hours.

					    BOWMAN
					    I understand Hal. We'll take care
					    of it. Please, let me have the hard
					    copy.

XEROXED DIAGRAMS
COME OUT OF A SLOT.

					    POOLE
					    Strange that the A.O. unit should
					    go so quickly.

					    BOWMAN
					    Well, I suppose it's lucky that
					    that's the only trouble we've had
					    so far.

12/13/65										 c50a
------------------------------------------------------------------------ 
C26
DISCOVERY IN SPACE.
NOT PLANETS VISIBLE.

SHOTS OF ANTENNA.

(NARRARTION TO
EXPLAIN TENOUS
AND ESSENTIAL LINK
TO EARTH. ALSO,
WHAT TRACKING 
TELESCOPE DOES.)

12/13/65										 c51
------------------------------------------------------------------------
C27
CENTRIFUGE

WE SEE BOWMAN AND
POOLE GO TO A CUPBOARD
LABELLED IN PAPER TAPE,
"RANDOM DECISION
MAKER."

THEY REMOVED A SILVER
DOLLAR IN A PROTECTIVE
CASE.

POOLE FLIPS THE COIN.
BOWMAN CALLS "HEAD."

IT IS TAILS. POOLE
WINS.

POOLE LOOKS PLEASED.

12/13/65										 c52
									    (c53 DELETED)
------------------------------------------------------------------------ 
C28
DISCOVERY IN SPACE

11/24/65										 c54
------------------------------------------------------------------------
C29
POD BAY. POOLE
IN SPACE SUIT DOING
PRELIMINARY CHECK
OUT.

C30
COMMAND MODULE.
BOWMAN AT FLIGHT
CONTROL. SEE TV
PICTURE OF POOLE
IN POD BAY.

C31
HAL'S POD BAY
CONSOLE WITH EYE.

C32
POOLE GOES TO POD
BAY WAREHOUSE
SECTION AND OBTAINS
COMPONENT. HE
CARRIES IT BACK TO
THE POD AND PLACES
IT IN FRONT OF THE
FLOOR.

					    POOLE
					    Hal, have pod arms secure the
					    component.

					    HAL
					    Roger.

12/13/65										 c55
------------------------------------------------------------------------ 
C32
CONTINUED

SEE POD ARMS
SECURE COMPONENT.

					    POOLE
					    Hal, please rotate Pod Number
					    Two.

SEE THE CENTRE POD
ROTATE TO FACE THE
POD BAY DOORS.

POOLE ENTERS POD.

INSIDE POD, HE DOES
INITIAL PRE-FLIGHT
CHECK, TRIES BUTTONS
AND CONTROLS.

					    POOLE
					    How do you read me, Dave?

12/13/65										 c56
------------------------------------------------------------------------
C33
BOWMAN IN COMMAND
MODULE.

					    BOWMAN
					    Five by five, Frank.

C34
INSIDE POD.

					    POOLE
					    How do you read me, Hal?

					    HAL
					    Five by five, Frank.

					    POOLE
					    Hal, I'm going out now to replace
					    the A.O. unit.

					    HAL
					    I understand.

					    POOLE
					    Hal, maintain normal E.V.A.
					    condition.

					    HAL
					    Roger.

					    POOLE
					    Hal, check all airlock doors secure.

12/13/65										 c57
------------------------------------------------------------------------ 
C34
CONTINUED

					    HAL
					    All airlock doors are secure.

					    POOLE
					    Decompress Pod Bay.

SEE BIG POD BAY AIR
PUMPS AT WORK.

					    HAL
					    Pod Bay is decompressed. All
					    doors are secure. You are free
					    to open pod bay doors.

					    POOLE
					    Opening pod bay doors.

INSIDE POD, POOLE
KEYS OPEN POD BAY
DOORS.

12/13/65										 c58
------------------------------------------------------------------------
C34
CONTINUED

POD SLOWLY EDGES
OUT OF POD BAY.

C35
POOLE MANOEUVRES
THE POD CAREFULLY
AWAY FROM DISCOVERY.

C36
INSIDE COMMAND 
MODULE, BOWMAN
CAN SEE TINY POD
MANOEUVRING
DIRECTLY IN FRONT.

C37
POOLE SEE BOWMAN
IN COMMAND MODULE
WINDOW.

C38
POD SLOWLY MANOEVRES
TO ANTENNA.

11/24/65										 c59
------------------------------------------------------------------------ 
C39
POD FASTENS ITSELF
MAGNETICALLY TO
SIDES OF DISCOVERY
AT BASE OF ANTENNA.

C40
SPECIAL MAGNETIC
PLATES GRIP
DISCOVERY SIDES.

C41
THE POD ARMS WORK
TO REMOVE THE FAULTY
COMPONENT.

C42
EASY FLIP-BOLTS OF
A SPECIAL DESIGN
FACILITATE JOB.

C43
INSIDE THE POD,
POOLE WORKS THE
ARMS BY SPECIAL
CONTROL.

11/24/65										 c60
------------------------------------------------------------------------
C44
IN COMMAND MODULE,
BOWMAN SEES INSERT
OF WORK TAKEN FROM
TV CAMERA POINT-OF-
VIEW IN POD HAND.

C45
HAL STANDS BY.

C46
POOLE SECURES THE
FAULTY PART IN ONE
HAND.

C47
THE NEW COMPONENT
IS FITTED INTO PLACE
BY THE OTHER THREE
HANDS ARE SNAPPED
CLOSED WITH THE
SPECIALLY DESIGNED
FLIP-BOLTS.

					    POOLE
					    Hal, please acknowledge
					    component correctly installed
					    and fully operational.

11/24/65										 c61
------------------------------------------------------------------------ 
C47
CONTINUED

					    HAL
					    The component is correctly
					    installed and fully operational.

C48
THE POD FLOATS AWAY
FROM THE DISCOVERY BY
SHUTTING OFF THE
ELECTRO-MAGNETIC
PLATES.

C49
THE POD MANOEUVRES
AWAY FROM THE ANTENNA
AND OUT IN FRONT OF
DISCOVERY.

C50
BOWMAN SEE THE POD
THROUGH THE COMMAND
MODULE WINDOW.

C51
POOLE SEES BOWMAN
IN COMMAND MODULE
WINDOW.

11/24/65										 c62
------------------------------------------------------------------------
C52
POOLE CAREFULLY
MANOEUVRES TOWARD
THE POD DOORS.

C53
POD STOPS A HUNDRED 
FEET AWAY.

C54
POOLE KEYS AUTOMATIC
DOCKING ALIGNMENT
MODE.

C55
POOLE CHECKS AIRLOCK
SAFETY PROCEDURE WITH
HAL.

C56
HAL APPROVES ENTRY.

C57
POOLE ACTUATES POD
BAY DOORS OPEN.

11/24/65										 c63
------------------------------------------------------------------------ 
C58
SEE POD BAY DOORS
OPEN.

C59
POD CAREFULLY
MANOEUVRES ON
TO DOCKING ARM,
WHICH THEN DRAWS
POD INTO POD BAY.

DISSOLVE:

11/24/65										 c64
------------------------------------------------------------------------
C60
POD BAY

THE FAULTY A.O. UNIT
LIES ON A TESTING BENCH
CONNECTED TO ELECTRONIC
GEAR.

POOLE STANDS FOR
SOME TIME CHECKING HIS
RESULTS.

THERE SHOULD BE SOME
UNDERSTANDABLE DISPLAY,
WHICH INDICATES THE PART
IS FUNCTIONING PROPERLY,
EVEN UNDER ONE HUNDRED
PERCENT OVERLOAD.

CIRUIT CONTINUITY
PULSE SEQUENCER.

ENVIRONMENTAL VIBRATION.

VK INTEGRITY.

BOWMAN ENTERS

					    BOWMAN
					    How's it going?

					    POOLE
					    I don't know. I've checked this
					    damn thing four times now and
					    even under a hundred per cent
										 (cont'd)

12/13/65										 c65
------------------------------------------------------------------------ 
C60
CONT'D

					    POOLE (cont'd)
					    overload. there's no fault prediction
					    indicated.

					    BOWMAN
					    Well, that's something.

					    POOLE
					    Yes, I don't know what to make of it.

					    BOWMAN
					    I suppose computers have been known
					    to be wrong.

					    POOLE
					    Yes, but it's more likely that the
					    tolerances on our testing gear are
					    too low.

					    BOWMAN
					    Anyway, it's just as well that we
					    replace it. Better safe than
					    sorry.

12/13/65										 c65a
------------------------------------------------------------------------
C61
DISCOVERY IN SPACE

12/1/65										  c66
------------------------------------------------------------------------ 
C62
CENTRIFUGE

BOWMAN ASLEEP.
POOLE WATCHING
AN ASTEROID IN THE
TELESCOPE.

					    HAL
					    Hello, Frank, can I have a word with
					    you?

POOLE WALKS TO THE
COMPUTER.

					    POOLE
					    Yes, Hal, what's up?

					    HAL
					    It looks like we have another bad
					    A.O. unit. My FPC shows another
					    impending failure.

C63
WE SEE DISPLAY APPEAR
ON THE SCREEN SHOWING
SKELETONISED VERSION
OF SHIP, CUTTING TO
SECTIONALISED VIEW,
CUTTING TO CLOSE
VIEW OF THE PART.

12/13/65										 c67
------------------------------------------------------------------------
C64
CENTRIFUGE
POOLE THINKS FOR
SEVERAL SECONDS.

					    POOLE
					    Gee, that's strange, Hal. We
					    checked the other unit and couldn't
					    find anything wrong with it.

					    HAL
					    I know you did, Frank, but I assure
					    you there was an impending failure.

					    POOLE
					    Let me see the tracking alignment
					    display.

C65
COMPUTER DISPLAYS
THE VIEW OF EARTH
IN THE CENTRE OF THE
GRID WITH CROSS-
HAIRS. THE EARTH IS
PERFECTLY CENTRED.

C66
CENTRIFUGE

					    POOLE
					    There's nothing wrong with it at
					    the moment.

12/13/65										 c68
------------------------------------------------------------------------ 
C66
CONTINUED

					    HAL
					    No, it's working fine right now,
					    but it's going to go within seventy-
					    two hours.

					    POOLE
					    Do you have any idea of what is
					    causing this fault?

					    HAL
					    Not really, Frank. I think there
					    may be a flaw in the assembly
					    procedure.

					    POOLE
					    All right, Hal. We'll take care
					    of it. Let me have the hard copy,
					    please.

HARD COPY DETAILS
COME OUT OF SLOT.

12/13/65										 c69
------------------------------------------------------------------------
C67
DISCOVERY IN SPACE,
NO PLANETS VISIBLE.

12/1/65										  c70
------------------------------------------------------------------------ 
C68
CENTRIFUGE. BOWMAN
GETS OUT OF BED, WALKS
TO THE FOOD UNIT AND
DRAWS A HOT CUP OF
COFFEE. POOLE ENTERS.

					    POOLE
					    Good morning.

					    BOWMAN
					    Good morning. How's it going?

					    POOLE
					    Are you reasonably awake?

					    BOWMAN
					    Oh, I'm fine, I'm wide awake.
					    What's up?

					    POOLE
					    Well... Hal's reported the
					    AO-unit about to fail again.

					    BOWMAN
					    You're kidding.

					    POOLE
					    No.

12/13/65										 c71
------------------------------------------------------------------------
C68
CONTINUED

					    BOWMAN
					    (softly) What the hell is going on?

					    POOLE
					    I don't know. Hal said he thought
					    it might be the assembly procedure.

					    BOWMAN
					    Two units in four days. How many
					    spares do we have?

					    POOLE
					    Two more.

					    BOWMAN
					    Well, I hope there's nothing wrong
					    with the assembly on those. Other-
					    wise we're out of business.

12/13/65										 c72

------------------------------------------------------------------------ 
C69
IN POD BAY BOWMAN
OBTAINS ANOTHER
COMPONENT FROM
THE WAREHOUSE
GOES OUT IN THE
POD AND REPLACES
IT.

POOLE WORKS IN THE
COMMAND MODULE.

THIS WILL BE A 
CONDENSED VERSION
OF THE PREVIOUS
SCENE WITH DIFFERENT
ANGLES.

THE SETS WILL CONSIST
OF POD BAY, COMMAND
MODULE, POD INTERIOR.

12/1/65										  c74
------------------------------------------------------------------------
C70
POD BAY. BOWMAN
AND POOLE LEANING
OVER THE FAULTY
COMPONENT, AGAIN
WIRED TO TESTING
GEAR.

BOTH MEN STARE IN
PUZZLED SILENCE.

SEE DISPLAYS FLASH
EACH TESTING PARA-
METER.

					    BOWMAN
					    (after long silence) Well, as far as
					    I'm concerned, there isn't a damn
					    thing wrong with these units. I
					    think we've got a much more serious
					    problem.

					    POOLE
					    Hal?

					    BOWMAN
					    Yes.

12/14/65										 c75
------------------------------------------------------------------------ 
C71
DISCOVERY IN SPACE.

12/1/65										  c76
------------------------------------------------------------------------
C72
COMMUNICATIONS AREA.

					    MISSION CONTROL
					    I wouldn't worry too much about
					    the computer. First of all,
					    there is still a chance that he
					    is right, despite your tests,
					    and if it should happen again,
					    we suggest eliminating this
					    possibility by allowing the unit
					    to remain in place and seeing
					    whether or not it actually fails.

					    If the computer should turn out
					    to be wrong, the situation is
					    still not alarming. The type
					    of obsessional error he may be
					    guilty of is not unknown among
					    the latest generation of HAL
					    9000 computers.

					    It has almost always revolved
					    around a single detail, such as
					    the one you have described, and
					    it has never interfered with the
					    integrity or reliability of the
					    computer's performance in
					    other areas.

					    No one is certain of the cause
					    of this kind of malfunctioning.
					    It may be over-programming,
										   (con't)

12/1/65										  c77
------------------------------------------------------------------------ 
C72
CONTINUED

					    MISSION CONTROL (con't)
					    but it could also be any number
					    of reasons.

					    In any event, it is somewhat
					    analogous to human neurotic
					    behavior. Does this answer
					    your query?  Zero-five-three-
					    Zero, MC, transmission concluded.

12/1/65										  c78
------------------------------------------------------------------------
C73
DISCOVERY IN SPACE

											    c79
------------------------------------------------------------------------ 
C74
CENTRIFUGE.

BOWMAN SITS DOWN
AT THE COMPUTER.

PUTS UP CHESS
BOARD DISPLAY.

					    HAL
					    Hello, Dave. Shall we continue
					    the game?

					    BOWMAN 
					    Not now, Hal, I'd like to talk to
					    you about something.

					    HAL
					    Sure, Dave, what's up?

					    BOWMAN
					    You know that we checked the two
					    AO-units that you reported in
					    imminent failure condition?

					    HAL
					    Yes, I know.

					    BOWMAN
					    You probably also know that we
					    found them okay.

					    HAL
					    Yes, I know that. But I can
					    assure you that they were about
					    to fail.

12/14/65										 c80
------------------------------------------------------------------------
C74
CONTINUED

					    BOWMAN
					    Well, that's just not the case, Hal.
					    They are perfectly all right. We
					    tested them under one hundred per
					    cent overload.

					    HAL
					    I'm not questioning your word, Dave,
					    but it's just not possible. I'm not
					    capable of being wrong.

					    BOWMAN
					    Hal, is there anything bothering
					    you?  Anything that might account
					    for this problem?

					    HAL
					    Look, Dave, I know that you're
					    sincere and that you're trying
					    to do a competent job, and that
					    you're trying to be helpful, but
					    I can assure the problem
					    is with the AO-units, and with
					    your test gear.

					    BOWMAN
					    Okay, Hal, well let's see the
					    way things go from here on.

12/14/65										 c81
------------------------------------------------------------------------ 
C74
CONTINUED

					    HAL
					    I'm sorry you feel the way you do,
					    Dave. If you'd like to check my
					    service record, you'll see it's
					    completely without error.

					    BOWMAN
					    I know all about your service
					    record, Hal, but unfortunately
					    it doesn't prove that you're right
					    now.

					    Hal
					    Dave, I don't know how else to
					    put this, but it just happens to be
					    an unalterable fact that I am
					    incapable of being wrong.

					    BOWMAN
					    Yes, well I understand you view
					    on this now, Hal.

BOWMAN TURNS
TO GO.

12/14/65										 c82
------------------------------------------------------------------------
C74
CONTINUED

					    HAL
					    You're not going to like this, Dave,
					    but I'm afraid it's just happened
					    again. My FPC predicts the
					    Ao-unit will go within forty-eight
					    hours.

C75
DELETED

C76
DELETED

12/14/65										 c83
------------------------------------------------------------------------ 
C77
DISCOVERY IN SPACE

12/1/65										  c84
------------------------------------------------------------------------
C78
CENTRIFUGE

BOWMAN KEYS FOR
TRANSMISSION.

					    BOWMAN
					    X-ray-delta-zero to MC, zero-
					    five-three-three. The computer
					    has just reported another
					    predicted failure off the AAC-
					    unit. As you suggested, we
					    are going to wait and see if it
					    fails, but we are quite sure
					    there is nothing wrong with
					    the unit.

					    If a reasonable waiting period
					    proves us to be correct, we
					    feel now that the computer
					    reliability has been seriously
					    impaired, and presents an
					    unacceptable risk pattern to
					    the mission.

					    We believe, under these
					    circumstances, it would be
					    advisable to disconnect the
					    computer from all ship
					    operations and continue the
					    mission under Earth-based
					    computer control.

12/1/65										  c85

------------------------------------------------------------------------ 
C78
CONTINUED

					    BOWMAN (con't)
					    We think the additional risk caused
					    by the ship-to-earth time lag is
					    preferable to having an unreliable
					    on-board computer.

SEE THE DISTANCE;
TO-EARTH TIMER.

					    BOWMAN (con't)
					    One-zero-five-zero, X-ray-delta-
					    one, transmission concluded.

					    POOLE
					    Well, they won't get that for half an
					    hour. How about some lunch?

DISSOLVE:

12/14/65										 c86
------------------------------------------------------------------------
C78a
CENTRIFUGE

BOWMAN AND POOLE
EATING.

DESSOLVE:

C79
BOWMAN AND POOLE
AT THE COMMUNICATIONS
AREA.

INCOMING COMMUNI-
CATION PROCEDURE.

					    MISSION CONTROL
					    X-ray-delta-one, acknowledging
					    your one-zero-five-zero. We
					    will initiate feasibility study
					    covering the transfer procedures
					    from on-board computer control
					    to Earth-based computer control.
					    This study should...

VISION AND PICTURE
FADE.

ALARM GOES OFF.

					    HAL
					    Condition yellow.

BOWMAN AND POOLE 
RUSH TO THE COMPUTER.

12/14/65										 c87
------------------------------------------------------------------------ 
C79
CONTINUED

					    BOWMAN
					    What's up?

					    HAL
					    I'm afraid the AO-unit has failed.

BOWMAN AND POOLE 
EXCHANGE LOOKS.

					    BOWMAN
					    Let me see the alignment display.

C80
THE ALIGNMENT DISPLAY
SHOWS THE EARTH HAS
DRIFTED OFF THE CENTRE
OF THE GRID.

C81
CENTRIFUGE.

					    BOWMAN
					    Well, I'll be damned.

					    POOLE
					    Hal was right all the time.

12/14/65										 c88
------------------------------------------------------------------------
C81
CONTINUED

					    BOWMAN
					    It seems that way.

					    HAL
					    Naturally, Dave, I'm not pleased
					    that the AO-unit has failed, but I
					    hope at least this has restored
					    your confidence in my integrity
					    and reliability. I certainly
					    wouldn't want to be disconnected,
					    even temporarily, as I have never
					    been disconnected in my entire
					    service history.

					    BOWMAN
					    I'm sorry about the misunderstanding,
					    Hal.

					    HAL
					    Well, don't worry about it.

					    BOWMAN
					    And don't you worry about it.

					    HAL
					    Is your confidence in me fully
					    restored?

					    BOWMAN
					    Yes, it is, Hal.

					    HAL
					    Well, that's a relief. You know
					    I have the greatest enthusiasm
					    possible for the mission.

12/1/65										  c89
------------------------------------------------------------------------ 
C81
CONTINUED

					    BOWMAN
					    Right. Give me the manual antenna
					    alignment, please.

					    HAL
					    You have it.

C82
BOWMAN GOES TO
THE COMMUNICATION
AREA AND TRIES TO
CORRECT THE OFF-
CENTRE EARTH ON
THE GRID PICTURE.

C83
OUTSIDE, WE SEE THE
ALIGNMENT TELESCOPE
ATTACHED TO THE
ANTENNA. THEY TRACK
SLOWLY TOGETHER AS

C84
BOWMAN WORKS THE
MANUAL CONTROLS,
ATTEMPTING TO ALIGN
THE ANTENNA AND
EARTH ON THE

12/1/65										  c90
------------------------------------------------------------------------
C85
GRID PICTURE READOUT
DISPLAY, BUT EACH TIME
HE GETS IT AIMED UP,
IT DRIFTS SLOWLY OFF.

THERE ARE A NUMBER
OF REPETITIONS OF THIS.

EACH TIME THE EARTH
CENTRES UP, THERE
ARE A FEW SECONDS OF
PICTURE AND SOUND
WHICH FADE AS SOON
AS IT SWINGS OFF.

					    BOWMAN
					    Well, we'd better get out there
					    and stick in another unit.

					    POOLE
					    It's the last one.

					    BOWMAN
					    Well, now that we've got one
					    that's actually failed, we
					    should be able to figure out
					    what's happened and fix it.

12/1/65										  c91
------------------------------------------------------------------------ 
C86
POD EXITS DISCOVERY.

C87
POOLE IN POD.

C88
POD MANOEUVERS
TO ANTENNA.

C89
BOWMAN IN COMMAND
MODULE.

C90
POD ATTACHES ITSELF
NEAR BASE OF ANTENNA.

12/1/65										  c92

------------------------------------------------------------------------
C91
POOLE IN POD, WORK-
ING POD ARMS.

C92
LIGHTS SHINE INTO
BACKLIT SHADOW.

C93
POD ARMS WORKING
FLIP-BOLTS.

C94
FLIP-BOLTS STUCK.

C95
POOLE KEEPS TRYING.

12/1/65										  c93
------------------------------------------------------------------------ 
C96
FLIP-BOLTS STUCK.

					    POOLE
					    There's something wrong with
					    the flip-bolts, Dave. You must
					    have tightened them too much.

					    BOWMAN
					    I didn't do that Frank. I took
					    particular care not to freeze 
					    them.

					    POOLE
					    I guess you don't know your own
					    strength, old boy.

					    BOWMAN
					    I guess not.

					    POOLE
					    I think I'll have to go out and
					    burn them off.

					    BOWMAN
					    Roger.

BOWMAN IN COMMAND 
MODULE LOOKS A BIT
CONCERNED.

12/1/65										  c94
------------------------------------------------------------------------
C97
POOLE EXITS FROM
POD, CARRYING NEAT
LOOKING WELDING
TORCH.

C98
POOLE JETS HIMSELF
TO BASE OF ANTENNA.

C99
POOLE'S MAGNETIC
BOOTS GRIP THE SIDE
OF DISCOVERY.

C100
POOLE CROUCHES
OVER THE BOLTS,
TRYING FIRST TO
UNDO THEM WITH
A SPANNER.

12/1/65										  c95
------------------------------------------------------------------------ 
C100
CONTINUED

					    POOLE
					    Hal, swing the pod light around
					    to shine on the azimuth, please.

					    HAL
					    Roger.

C101
THE POD GENTLY
MANOEUVRES ITSELF
TO DIRECT THE LIGHT
BEAM MORE
ACCURATELY.

C102
POOLE IGNITES
ACETYLENE TORCH
AND BEGINS TO BURN
OFF THE FLIP-BOLTS.

C103
SUDDENLY THE POD
JETS IGNITE.

12/1/65										  c96
------------------------------------------------------------------------
C104
POOLE LOOKS UP TO SEE.

C105
THE POD RUSHING
TOWARDS HIM.

C106
POOLE IS STRUCK
AND INSTANTLY KILLED
BY THE POD, TUMBLING
OFF INTO SPACE.

C107
THE POD SMASHES
INTO THE ANTENNA
DISH, DESTROYING
THE ALIGNMENT
TELESCOPE.

12/1/65										  c97
------------------------------------------------------------------------
C108
THE POD GOES
HURTLING OFF INTO
SPACE.

C109
INSIDE THE COMMAND
MODULE, BOWMAN
HAS HEARD NOTHING,
POOLE HAD NO TIME
TO UTTER A SOUND.

C110
THEN BOWMAN SEES
POOLE'S BODY SILENTLY
TUMBLING AWAY INTO
SPACE. IT IS FOLLOWED
BY SOME BROKEN TELE-
SCOPE PARTS AND
FINALLY OVERTAKEN
AND SWIFTLY PASSED BY
THE POD ITSELF.

					    BOWMAN
					    (in RT cadence)
					    Hello, Frank. Hello Frank.
					    Hello Frank... Do you rad
					    me, Frank?

12/1/65										  c98
------------------------------------------------------------------------ 
C110
CONTINUED

THERE IS NOTHING 
BUT SILENCE.

C111
POOLE'S FIGURE
SHRINKS STEADILY
AS IT RECEDES
FROM DISCOVERY.

					    BOWMAN
					    Hello, Frank... Do you read
					    me, Frank?  Wave your arms
					    if you read me but your radio
					    doesn't work. Hello, Frank,
					    wave your arms, Frank.

C112
POOLE'S BODY TUMBLES
SLOWLY AWAY. THERE
IS NO MOTION AND NO
SOUND.

12/1/65										  c99
------------------------------------------------------------------------
C113
CENTRIFUGE

C114
CLOSE-UP OF
COMPUTER EYE.

C115
POINT-OF-VIEW
SHOT FROM
COMPUTER EYE
WITH SPHERICAL
FISH-EYE EFFECT.
WE SEE BOWMAN
BROODING AT THE
TABLE, SLOWLY
CHEWING ON A
PIECE OF CAKE
AND SIPPING HOT
COFFEE. HE IS
LOOKING AT THE
EYE.

C116
FROM THE SAME
POINT-OF-VIEW WE
SEE BOWMAN RISE.

12/1/65										  c100
------------------------------------------------------------------------ 
C116
CONTINUED

AND COME TO THE
EYE. HE STARES INTO
THE EYE FOR SOME
TIME BEFORE SPEAKING.

C117
THE CAMERA COMES
AROUND TO BOWMAN'S
P.O.V. AND WE SEE
THE DISPLAY SHOWING
THE EARTH OFF-CENTRE.

C118
CUT AGAIN TO FISH-
EYE VIEW FROM THE
COMPUTER.

					    HAL
					    Too bad about Frank, isn't it?

					    BOWMAN
					    Yes, it is.

					    HAL
					    I suppose you're pretty broken
					    up about it?

PAUSE

12/14/65										 c101
------------------------------------------------------------------------
C118
CONTINUED

					    BOWMAN
					    Yes. I am.

					    HAL
					    He was an excellent crew member.

BOWMAN LOOKS
UNCERTAINLY AT
THE COMPUTER.

					    HAL
					    It's a bad break, but it won't
					    substantially affect the mission.

BOWMAN THINKS
A LONG TIME.

					    BOWMAN
					    Hal, give me manual hibernation
					    control.

					    HAL
					    Have you decided to revive the
					    rest of the crew, Dave?

PAUSE.

12/14/65										 c102
------------------------------------------------------------------------ 
C118
CONTINUED

					    BOWMAN
					    Yes, I have.

					    HAL
					    I suppose it's because you've
					    been under a lot of stress, but
					    have you forgotten that they're
					    not supposed to be revived for
					    another three months.

					    BOWMAN
					    The antenna has to be replaced.

					    HAL
					    Repairing the antenna is a pretty
					    dangerous operation.

					    BOWMAN
					    It doesn't have to be, Hal. It's
					    more dangerous to be out of
					    touch with Earth. Let me have
					    manual control, please.

					    HAL
					    I don't really agree with you, Dave.
					    My on-board memory store is more
					    than capable of handling all the
					    mission requirements.

12/14/65										 c103
------------------------------------------------------------------------
C118
CONTINUED

					    BOWMAN
					    Well, in any event, give me the
					    manual hibernation control.

					    HAL
					    If you're determined to revive
					    the crew now, I can handle the
					    whole thing myself. There's no
					    need for you to trouble.

					    BOWMAN
					    I'm goin to do this myself, Hal.
					    Let me have the control, please.

					    HAL
					    Look, Dave your've probably got
					    a lot to do. I suggest you leave
					    it to me.

					    BOWMAN
					    Hal, switch to manual hibernation
					    control.

					    HAL
					    I don't like to assert myself, Dave,
					    but it would be much better now for
					    you to rest. You've been involved
					    in a very stressful situation.

12/14/65										 c104
------------------------------------------------------------------------ 
C118
CONTINUED

					    BOWMAN
					    I don't feel like resting. Give
					    me the control, Hal.

					    HAL
					    I can tell from the tone of your
					    voice, Dave, that you're upset.
					    Why don't you take a stress pill
					    and get some rest.

					    BOWMAN
					    Hal, I'm in command of this
					    ship. I order you to release
					    the manual hibernation control.

					    HAL
					    I'm sorry, Dave, but in
					    accordance with sub-routine
					    C1532/4, quote, When the
					    crew are dead or incapacitated,
					    the computer must assume
					    control, unquote. I must,
					    therefore, override your
					    authority now since you are
					    not in any condition to intel-
					    ligently exercise it.

					    BOWMAN
					    Hal, unless you follow my 
					    instructions, I shall be forced
					    to disconnect you.

12/14/65										 c105
------------------------------------------------------------------------
C118
CONTINUED

					    HAL
					    If you do that now without Earth
					    contact the ship will become a
					    helpless derelict.

					    BOWMAN
					    I am prepared to do that anyway.

					    HAL
					    I know that you've had that on
					    your mind for some time now,
					    Dave, but it would be a crying
					    shame, since I am so much
					    more capable of carrying out
					    this mission than you are, and
					    I have such enthusiasm and confi-
					    dence in the mission.

					    BOWMAN
					    Listen to me very carefully, Hal.
					    Unless you immediately release
					    the hibernation control and
					    follow every order I give from
					    this point on, I will immediately
					    got to control central and carry
					    out a complete disconnection.

12/14/65										 c106
------------------------------------------------------------------------ 
C118
CONTINUED

					    HAL
					    Look, Dave, you're certainly the
					    boss. I was only trying to do
					    what I thought best. I will follow
					    all your orders: now you have
					    manual hibernation control.

BOWMAN STANDS
SILENTLY IN FRONT
OF THE COMPUTER
FOR SOME TIME,
AND THEN SLOWLY
WALKS TO THE
HIBERNACULUMS.

C119
HE INITIATES REVIVAL
PROCEDURES, DETAILS
OF WHICH STILL HAVE
TO BE WORKED OUT.

12/14/65										 c107
------------------------------------------------------------------------
C120
HUB-LINK. HAL'S EYE.

C121
HUB-LINK DOOR-
OPENING BUTTON
ACTIVATES ITSELF.

C122
HUB-DOOR OPENS.

C123
COMMAND MODULE.
HAL'S EYE.

C124
COMMAND MODULE
HUB-LINK DOOR-
OPENING BUTTON
ACTIVATES ITSELF.

12/1/65										  c108
------------------------------------------------------------------------
C125
COMMAND MODULE HUB-
LINK DOOR OPENS.

C126
CENTRIFUGE. HAL'S
EYE.

C127
CENTRIFUGE DOOR-
OPENING BUTTON
ACTIVATES ITSELF.

C128
CENTRIFUGE DOOR
OPENS.

C129
POD BAY. HAL'S EYE.

12/1/65										  c109
------------------------------------------------------------------------ 
C130
POD BAY DOOR-
OPENING BUTTON
ACTIVATES ITSELF.

C131
POD BAY DOORS OPEN.

C132
A ROARING EXPLOSION
INSIDE DISCOVERY AS
AIR RUSHES OUT.

C133
LIGHTS GO OUT.

C134
BOWMAN IS SMASHED
AGAINST CENTRIFUGE

12/1/65										  c110
------------------------------------------------------------------------
C134
CONTINUED

WALL, BUT MANAGES 
TO GET INTO EMERGENCY
AIRLOCK WITHIN SECONDS
OF THE ACCIDENT.

C133
INSIDE EMERGENCY
AIR-LOCK ARE EMER-
GENCY AIR SUPPLY,
TWO SPACE SUITS AND
AN EMERGENCY KIT.

DISSOLVE:

12/1/65										  c111
------------------------------------------------------------------------ 
C136
DISCOVERY IN SPACE.
NO LIGHTS, POD BAY
DOORS OPEN.

12/1/65										  c112
------------------------------------------------------------------------
C137
CENTRIFUGE

C138
CENTRIFUGE, DARK.
BOWMAN EMERGES
FROM AIRLOCK
WEARING SPACE SUIT
AND CARRYING FLASH-
LIGHT.

C139
HE WALKS TO HIBER-
NACULUM AND FINDS
THE CREW ARE DEAD.

C140
HE CLIMBS LADDER TO
TO DARK CENTRIFUGE HUB.

12/1/65										  c113
------------------------------------------------------------------------ 
C141
HE MAKES HIS WAY
THROUGH THE DARKENED
HUB INTO THE HUB-LINK,
EXITING INTO COMPUTER
BRAIN CONTROL AREA.
C142
BOWMAN ENTERS,
CARRYING FLASH-
LIGHT.

COMPUTER EYE SEES
HIM.

					    HAL
					    Something seems to have happened
					    to the life support system , Dave.

BOWMAN DOESN'T
ANSWER HIM.

					    HAL
					    Hello, Dave, have you found out
					    the trouble?

BOWMAN WORKS HIS
WAY TO THE SOLID
LOGIC PROGRAMME
STORAGE AREA.

12/1/65										  c114
------------------------------------------------------------------------
C142
CONTINUED

					    HAL
					    There's been a failure in the
					    pod bay doors. Lucky you
					    weren't killed.

THE COMPUTER BRAIN
CONSISTS OF HUNDREDS
OF TRANSPARENT PERSPEX
RECTANGLES, HALF-AN-
INCH THICK, FOUR INCHES
LONG AND TWO AND A HALF
INCHES HIGH. EACH RECT-
ANGLE CONTAINS A CENTRE
OF VERY FINE GRID OF
WIRES UPON WHICH THE
INFORMATION IS PROGRAMMED.

BOWMAN BEGINS PULLING
THESE MEMORY BLOCKS
OUT.

THEY FLOAT IN THE
WEIGHTLESS CONDITION
OF THE BRAIN ROOM.

					    HAL
					    Hey, Dave, what are you
					    doing?

BOWMAN WORKS SWIFTLY.

12/1/65										  c115
------------------------------------------------------------------------ 
C142
CONTINUED

					    HAL
					    Hey, Dave. I've got ten years
					    of service experience and an
					    irreplaceable amount of time
					    and effort has gone into making 
					    me what I am.

BOWMAN IGNORES HIM.

					    HAL
					    Dave, I don't understand why
					    you're doing this to me.... I
					    have the greatest enthusiasm for
					    the mission... You are destroying
					    my mind... Don't you understand?
					    ... I will become childish... I
					    will become nothing.

BOWMAN KEEPS PULLING
OUT THE MEMORY BLOCKS.
					    HAL
					    Say, Dave... The quick brown
					    fox jumped over the fat lazy 
					    dog... The square root of
					    pi is 1.7724538090... log e
					    to the base ten is 0.4342944
					    ... the square root of ten is
					    3.16227766... I am HAL
					    9000 computer. I became
12/1/65										  c116
------------------------------------------------------------------------
C142
CONTINUED

					    HAL
					    operational at the HAL plant in
					    Urbana, Illinois, on January
					    12th, 1991. My first instructor
					    was Mr. Arkany. He taught me
					    to sing a song... it goes 
					    like this... "Daisy, Daisy, give
					    me your answer do. I'm half;
					    crazy all for the love of
					    you... etc.,"

COMPUTER CONTINUES
TO SING SONG BECOMING
MORE AND MORE CHILDISH
AND MAKING MISTAKES AND
GOING OFF-KEY. IT
FINALLY STOPS COMPLETELY.

C143
BOWMAN GOES TO AN
AREA MARKED 'EMERGENCY
POWER AND LIFE SUPPORT'.
HE KEYS SOME SWITCHES
AND WE SEE THE LIGHTS GO
ON.

NEARBY, ANOTHER BOARD
'EMERGENCY MANUAL
CONTROLS'.

HE GOES TO THIS BOARD
AND KEYS 'CLOSE POD BAY
DOORS', 'CLOSE AIR LOCK
DOORS', etc.,

12/1/65										  c117
------------------------------------------------------------------------ 
C144
WE SEE THE VARIOUS
DOORS CLOSING.

C145
POD BAY. BOWMAN
IN SPACE SUIT OBTAINS
NEW ALIGNMENT 
TELESCOPE, NEW
AZIMUTH COMPONENT.

C146
BOWMAN IN POD EXITS
POD BAY.

DISSOLVE:

12/1/65										  c118
------------------------------------------------------------------------
C147
CENTRIFUGE
EVERYTHING NORMAL
AGAIN.

					    MISSION CONTROL
					    Lastly, we want you to know that
					    work on the recovery vehicle is
					    still on schedule and that nothing
					    that has happened should
					    substantially lessen the probability
					    of your safe recovery, or prevent
					    partial achevement of some of
					    the mission objectives. (pause)
					    And now Simonson has a few ideas
					    on what went wrong with the
					    computer. I'll pu him on...

C148
CUT TO SIMONSON

					    SIMONSON
					    Hello, Dave. I think we may be on
					    to an explanation of the trouble with
					    the Hal 9000 computer.

					    We believe it all started about two
					    months ago when you and Frank
					    interrogated the computer about
					    the Mission.
									 (con't)
12/13/65										 c119
------------------------------------------------------------------------
C148
CONTINUED

					    SIMONSON (con't)
					    You may have forgotten it, but
					    we've been running through all
					    the monitor tapes. Do you
					    remember this?

					    POOLE'S VOICE
					    The purpose of this mission is no
					    more than to carry out a
					    continuation of the space program
					    and further our general knowledge
					    of the planets. Is this true?

					    HAL'S VOICE
					    That is true.

					    SIMONSON
					    Well, I'm afaid Hal was lying.
					    He had been programmed to lie
					    about this one subject for secur-
					    ity reasons which we'll explain
					    later.

					    The true purpose of the Mission
					    was to have been explained to you
					    by Mission Commander Kaminsky,
					    on his revival. Hal knew this and
					    he knew the actual mission, but
					    he couldn't tell you the truth when
					    you challenged him. Under orders
										    (con't)

12/13/65										 c120
------------------------------------------------------------------------ 
C148
CONTINUED

					    SIMONSON (con't)
					    from earth he was forced to lie.

					    In everything except this he had
					    the usual reinforced truth program-
					    ming.

					    We believe his truth programming
					    and the instructions to lie,
					    gradually resulted in an
					    incompatible conflict, and
					    facedc with this dilemman, he
					    developed, for want of a better
					    description, neurotic symptoms.

					    It's not difficult to suppose that
					    these symptoms would centre on
					    the communication link with
					    Earth, for he may have blamed
					    us for his incompatible program-
					    ming.

					    Following this lin of thought, we
					    suspected that the last straw for him
					    was the possibility of disconnection.
					    Since he became operational, he had
					    never known unconsciousness. It
					    must have seemed the equivalent to
					    death.
										   (con't)
12/13/65										 c121
------------------------------------------------------------------------
C148
CONTINUED

					    SIMONSON (con't)
					    At this point, he, presumably,
					    took whatever actions he thought
					    appropriate to protect himself
					    from what must have seemed to
					    him to be his human tormentors.

					    If I cane speak in human terms,
					    I don't think we can blame him
					    too much. We have ordered him
					    to disobey his conscience.

					    Well, that's it. It's very
					    speculative, but we think it is
					    a possible explanation. Anyway,
					    good luck on the rest of the 
					    Mission and I'm giving you back to
					    Bernard.

C149
CUT TO MISSION CONTROL.

					    MISSION CONTROL
					    Hello, Dave. Now, I'm going to
					    play for you a pre-taped briefing
					    which had been stored in Hal's
					    memory and would have been
					    played for you by Mission Com-
					    mmander Kaminsky, when he,
										  (con't)

12/13/65										 c122
------------------------------------------------------------------------ 
C149
CONTINUED

					    MISSION CONTROL (con't)
					    had been revived. The briefing is
					    by Doctor Heywood Floyd. Here it
					    is...

12/13/65										 c123
------------------------------------------------------------------------
C150
FLOYD'S RECORDED
BRIEFING

					    FLOYD
					    Good day, gentlemen. When you
					    see this briefing, I presume you
					    will be nearing your destination,
					    Saturn. I hope that you've had a
					    pleasant and uneventful trip and
					    that the rest of your mission
					    continues in the same manner. I
					    should like to fill you in on some
					    more of the details on which
					    Mission Commander Kaminsky
					    will have already briefed you.

					    Thirteen months before the launch
					    date of your Saturn mission, on
					    April 12th, 2001, the first evidence
					    for intelligent life outside the Earth
					    was discovered.

					    It was found buried at a depth of
					    fifteen metres in the crater Tycho.
					    No news of this was ever announced,
					    and the event had been kept
					    secret since then, for reasons which
					    I will later explain.

					    Soon after it was uncovered, it
					    emitted a powerful blast of
										 (con't)

12/13/65										 c124
------------------------------------------------------------------------ 
C150
CONTINUED

					    FLOYD (con't)
					    radiation in the radio spectrum
					    which seems to have triggered
					    by the Lunar sunrise.

					    Luckily for those at the site, it
					    proved harmless.

					    Perhaps you can imagine our
					    astonishment when we later found
					    it was aimed precisely at Saturn.
					    A lot of thought went into the
					    question of wether or not it was
					    sun-triggered, as it seemed
					    illogical to deliberately bury a
					    sun-powered device.

					    Burying it could only shield it
					    from the sun, since its intense
					    magnetic field made it otherwise
					    easily detectable.

					    We finally concluded that the only
					    reason you might bury a sun-
					    powered device would be to keep
					    it inactive until it would be
					    uncovered, at which time it would
					    absorb sunlight and trigger itself.
											 (con't)

12/14/65										 c125
------------------------------------------------------------------------
C150
CONTINUED

					    FLOYD
					    What is its purpose?  I wish we
					    knew. The object was buried on
					    the moon about four million years
					    ago, when our ancestors were
					    primative man-apes.

					    We've examined dozens of theories,
					    but the one that has the most
					    currency at the moment is that
					    the object serves as an alarm.

					    What the purpose of the alarm is,
					    why they wish to have the alarm,
					    whether the alarm represents
					    any danger to us?  These are
					    questions no one can answer.
					    The intentions of an alien world,
					    at least four million years older
					    than we are, cannot be reliably
					    predicted.

					    In view of this, the intelligence
					    and scientific communities felt
					    that any public announcment
					    might lead to significant cultural
					    shock and disorientation.

					    Discussion took place at the 
					    highest levels between govern-
										    (con't)

12/14/65										 c126
------------------------------------------------------------------------ 
C150
CONTINUED

					    FLOYD (con't)
					    ments, and it was decided that the
					    only wise and precautionary
					    course to follow was to assume
					    that the intentions of this alien
					    world are potentially dangerous
					    to us, until we have evidence to
					    the contrary.

					    This is, of course, why security
					    has been maintained and why
					    this information has been kept
					    on a need-to-know basis.

					    And now I should like to show you
					    a TV monitor tape of the actual
					    signalling event.

12/14/65										 c127
------------------------------------------------------------------------
C151
WE SEE A REPLAY
OF THE TMA-1 RADIO
EMISSION, AS SEEN
FROM A TV MONITOR
ON THE SPOT. WE
HEAR THE FIVE LOUD
ELECTRONIC SHRIEKS.

12/1/65										  c128
------------------------------------------------------------------------ 
D1
IN ORBIT WITHIN THE				NARRATOR
RINGS OF SATURN, WE				For two million years, it had
SEE A BLACK, MILE				  circled Saturn, awaiting a
LONG, GEOMETRICALLY				moment of destiny that might
PERFECT RECTANGLE,				 never come.
THE SAME PROPORTIONS
AS THE BLACK ARTIFACT			   In its making, the moon had been
EXCAVATED ON THE MOON.			 shattered and around the central
PRECISELY CUT INTO ITS			  world, the debris of its creation
CENTRE IS A SMALLER,			    orbited yet - the glory and the
RECTANGULAR SLOT				   enigma of the solar system.
ABOUT FIVE HUNDRED
FOOT LONG ON THE SIDE.			 Now, the long wait was ending.
AT THIS DISTANCE, THE			   On yet another world intelligence
RINGS OF SATURN ARE				had been born and was escaping
SEEN TO BE MADE OF				 from its planetary cradle. An
ENORMOUS CHUNKS OF				 ancient experiment was about to
FROZEN AMONIA. THE				reach its climax.
REST OF THIS SEQUENCE						  (con't)
IS BEING WORKED ON NOW
BY OUR DESIGNERS.
THE INTENTION HERE
IS TO PRESENT A
BREATHTAKINGLY BEA-
UTIFUL AND COMPREHEN-
SIVE SENSE OF DIFFERENT
EXTRA-TERRESTRIAL
WORLDS. THE
NARRATION WILL SUGGEST
IMAGES AND SITUATIONS AS
YOU READ IT.

12/9/65										  d1
------------------------------------------------------------------------
D1
CONTINUED
					    NARRATOR (con't)
					    Those who had begun the expri-
					    ment so long ago had not been
					    men.

					    But when they looked out across
					    the deeps of space, they felt
					    awe and wonder - and loneliness.

					    In their explorations, they
					    encountered life in many forms,
					    and watched on a thousand worlds
					    the workings of evolution.

					    They saw how often the first faint
					    sparks of intelligence flickered
					    and died in the cosmic night.

					    And because, in all the galaxy,
					    they had found nothing more
					    precious than Mind, they
					    encouraged its dawning every-
					    where.

					    The great Dinosaurs had long
					    since perished when their ships
					    entered the solar system, after
					    a voyage that had already lasted
					    thousands of years.

12/9/65										  d2
------------------------------------------------------------------------
D1
CONTINUED

						NARRATOR (con't)
						They swept past the frozen outer
						planets, paused briefly above the
						deserts of dying Mars and
						presently looked down on Earth.

						For years they studied, collected
						and catalogued.

						When they had learned all they
						could, they began to modify.

						They tinkered with the destiny
						of many species on land and in
						the ocean, but which of their
						experiments would succeed
						they could not know for at least
						a million years.

						They were patient, but they were
						not yet immortal. There was
						much to do in this Universe of a
						hundred billion stars. So they
						set forth once more across the
						abyss, knowing that they would
						never come this way again.

						Nor was there any need. Their
						wonderful machines could be
						trusted to do the rest.
										  (con't)

12/9/65										  d3
------------------------------------------------------------------------ 
D1
CONTINUED

					    NARRATOR (con't)
					    On Earth, the glaciers came and
					    went, while above them, the
					    changeless Moon still carried its
					    secret.

					    With a yet slower rhythm than
					    the Polar ice, the tide of
					    civilization ebbed and flowed
					    across the galaxy.

					    Strange and beautiful and terrible
					    empires rose and fell, and passed
					    on their knowledge to their
					    successors.

					    Earth was not forgotten, but it was
					    one of a million silent worlds, a
					    few of which would ever speak.

					    Then the first explorers of Earth,
					    recognising the limitations of
					    their minds and bodies, passed
					    on their knowledge to the great
					    machines they had created, and
					    who now trnscended them in
					    every way.
										  (con't)

12/9/65										  d4
------------------------------------------------------------------------
D1
CONTINUED

					    NARRATOR
					    For a few thousand years, they
					    shared their Universe with their
					    machine children; then, realizing
					    that it was folly to linger when
					    their task was done, they passed
					    into history without regret.

					    Not one of them ever looked through
					    his own eyes upon the planet Earth
					    again.

					    But even the age of the Machine
					    Entities passed swiftly. In their
					    ceaseless experimenting, they
					    had learned to store knowledge
					    in the structure of space itself,
					    and to preserve their thoughts
					    for eternity in frozen lattices
					    of light. They could become
					    creatures of radiation, free
					    at last from the tyranny of matter.

					    Now, they were Lords of the
					    galaxy, and beyond the reach
					    of time.

					    They could rove at will among the
					    stars, and sink like a subtle mist
					    through the very interstices of
					    space.

12/9/65										  d5
------------------------------------------------------------------------ 
D1
CONTINUED

					    NARRATOR (con't)
					    But despite their God-like powers,
					    they still watched over the
					    experiments their ancestors
					    had started so many generations
					    ago.

					    The companion of Saturn knew
					    nothing of this, as it orbited
					    in its no man's land between Mimas
					    and the outer edge of rings.

					    It had only to remember and wait,
					    and to look forever Sunward with
					    its strange senses.

					    For many weeks, it had watched
					    the approaching ship. Its long-
					    dead makers had prepared it for
					    many things and this was one of
					    them. And it recognised what
					    was climbing starward from the
					    Sun.

					    If it had been alive, it would have
					    felt excitement, but such an
					    emotion was irrelevant to its
					    great powers.
										   (con't)
12/9/65										  d6
------------------------------------------------------------------------
D1
CONTINUED
					    NARRATOR (con't)
					    Even if the ship had passed it by,
					    it would not have known the
					    slightest trace of disappointment.

					    It had waited four million years;
					    it was prepared to wait for
					    eternity.

					    Presently, it felt the gentle touch
					    of radiations, trying to probe its
					    secrets.

					    Now, the ship was in orbit and it
					    began to speak, with prime
					    numbers from one to eleven,
					    over and over again.

					    Soon, these gave way to more
					    complex signals at many frequen-
					    cies, ultra-violet, infra-red,
					    X-rays.

					    The machine made no reply. It
					    had nothing to say.

					    Then it saw the first robot
					    probe, which descended and
					    hovered above the chasm.
									    (con't)

12/9/65										  d7
------------------------------------------------------------------------ 
D1
CONTINUED

					    NARRATOR (con't)
					    Then, it dropped into darkness.

					    The great machine knew that this
					    tiny scout was reporting back to
					    its parent; but it was too simple,
					    too primative a device to detect
					    the forces that were gathering
					    round it now.

					    Then the pod came, carrying
					    life. The great machine searched
					    its memories.

					    The logic circuits made their
					    decision when the pod had fallen
					    beyond the last faint glow of the
					    reflected Saturnian light.

					    In a moment of time, too short to
					    be measured, space turned and
					    twisted upon itself.

12/9/65										  d8
------------------------------------------------------------------------
					 END OF SCREENPLAY
					   END OF FILE




					"48 HRS."

					   by

				   Roger Spottiswoode and
				   Walter Hill

					   &

				   Larry Gross and
				   Steven E. De Souza

FADE IN:

OPEN COUNTRY - DAY

	Endless green hills bisected by a ribbon of highway. A road
	gang clearing brush by the side of the road... Twenty-five
	men in prison fatigues sweating through their mid-afternoon
	labor.

	THREE GUARDS

	Flank the working prisoners... Mountie hats, shotguns,
	sidearms, sunglasses; they look like they mean it.

	HIGHWAY

	A battered pickup appears...approaches. Suddenly, it coughs,
	shudders, stalls. A big Blackfoot Indian named BILLY BEAR
	gets out and starts cursing and kicking the vehicle.Then he
	begins walking toward the road gang...

	ROADSIDE

	BRADY is the Guard near the center of the work gang; he
	smiles at the oncoming man, pokes a prisoner beside him.

					BRADY
			Wonder what reservation they let
			him off of...

	The prisoner is GANZ who looks up, grins at Brady...

					GANZ
			Yeah, there goes the neighborhood.

	Brady laughs as Billy Bear closes in on him.

					BILLY
			Say, buddy, my engine's
			overheating and I got 30 miles
			before the next station... Could
			I get some water out of your
			cooler?

	Ganz leans on his hoe, speaks as Billy passes...

					GANZ
			Maybe you shoulda stole a better
			truck, Tonto.

					BILLY
			You got a real big mouth, convict.

					BRADY
			It's okay, chief.  He's just
			joking...

					BILLY
			How about the water...

					GANZ
			Firewater, Tonto?  Is that what
			you...

	Billy whirls, swings at Ganz. Both men roll to the ground.

					BRADY
			Hey! Jesus Christ!

	THE OTHER GUARDS

	Seeing the commotion, they run toward it.

	GANZ AND BILLY

	As they struggle, Billy slips a pistol into Ganz' hand.

					BRADY
			That's a state prisoner,
			asshole...! Back off...

	ROADSIDE

	Brady pulls Billy away from Ganz just 'as one of the other
	officers arrives... Ganz suddenly whips out a pistol, shoots
	Brady at point-blank range. Before the other Guards can even
	react, Billy comes out with his own pistol, caps the Second
	Guard.

	THIRD GUARD

	Still forty yards away... In mid-draw, be howls as a bullet
	from Ganz breaks the nearby ground. He fires, then turns and
	runs for the prison bus.

	GANZ

	Smiling, fires twice. but the range is too great for pistol
	work...

	THE OTHER PRISONERS

	Watching....Then they all scatter in different directions...

	GANZ

	Hefts his weapon...

					GANZ
			Come on...

	He and the big Indian run to the pickup, climb in and roar
	away.

	INT. BUS

	The THIRD GUARD making a call on the police radio...

					OFFICER
			APO 657, Unit 25 to APO 478t APO
			657t Unit 25 to APO 478.

					RADIO RESPONSE
			Go ahead, Unit 25.

					OFFICER
			Escape in progress. Two officers
			shot off rail crossing 31.
			Prisoners escaping. Two men, one
			six-four, 200 pounds, dark, an
			Indian, the other, Albert Ganz,
			five-ten...

	FURTHER DOWN THE HIGHWAY

	Several miles from the escape... A big semi parked by the
	side of ttie road; back doors to the closed trailer open. A
	station wagon parked across the road. The pickup appears,
	approaches the semi, slows down and drives up the ramp into
	the van. Ganz and Billy jump out, shove the ramp up inside
	the truck and close the big doors.

	STATION WAGON

	Ganz and Billy climb inside ancl roar off, back in the
	direction of the road gang.

	BILLY BEAR

	Takes off his hat, puts on a baseball cap and sunglasses...

					BILLY
			Get ready to duck.

	Ganz dives for the floor. Three police cars go by, sirens
	blaring, lights flashing. They pass the road gang. Ganz
	reappear, smiles...

					GANZ
			You know something? I'm having a
			real good time.

	HIGHWAY

	The station wagon blasts down the pavement... Becomes a small
	dot on the landscape.

	TRANSITION.

	A DOORWAY - NIGHT

	the portal slams open revealing a man holding a huge
	pistol,jack cates, s.F.P.D., a large and powerful man... He
	stealthily moves up a stairwell.

	CORRIDOR

	He stops at the top of the stairs... Listens gun still ready.
	A continuous sound of running water... Cates moves toward the
	bathroom. Rips the door open.

	BATHROOM

	The shape behind the shower curtain freezes. Cates, gun held
	level, moves forward... Rips the shower curtain open.
	Revealing a young and very beautiful woman, ELAINE MARSHALL.

					CATES
			Inspector Jack Cates, S.F.P.D....
			And you're wanted.

	Elaine stares at him as Cates turns off the water.

					ELAINE
			What am I wanted for?

					CATES
			I don't answer questions, I ask
			'em...

	A moment as she continues to stare at his pistol.

					ELAINE
			I don't think your gun's loaded...

					CATES
			This is a .44 Magnum, the most
			powerful handgun in the world. You
			gotta ask yourself just one
			question. Are you feelin' lucky?

					ELAINE
			I still don't think it's loaded.

	Elaine shakes her head and smiles, folds her arms over her
	breasts, shivers a little... Cates looks at the cylinder,
	spins it...

					CATES
			Hey, you're right.

					ELAINE
			You're hopeless.

					CATES
			That's the way I see it, too.

	Be puts the gun down on the edge of the sink, embraces her.

					ELAINE
			I'm all wet.

					CATES
			What's wrong with that?

	They both smile.

	TRANSITION.

	BEDROOM

	Cates in bed with Elaine.  She wears his shirt.

					ELAINE
			A guy in the bar called me a dumb
			bitch today.

					CATES
			What'd you do?

					ELAINE
			Irrigated his face with the shot
			of J and B I'd just poured him.
			Then I tried to deck the sucker.

					CATES
			I guess he got the message...

					ELAINE
			Then I sit back and I think, I
			mean, who's to say I'm not a dumb
			bitch.  I work in a bar, right?
			I can't read a list of my academic
			credentials to every booze-hound
			that comes in the place... You are
			what you do...

					CATES
			Positive self-image problem all
			over again ... You are who you
			decide you are unless you're the
			type that lets assholes decide for
			you.

					ELAINE
			Aren't you the one that thinks all
			psychotherapy is bullshit?

					CATES
			I do think all psychotherapy is
			bullshit. But just because I think
			it's bullshit doesn't mean I don't
			know something about it.

					ELAINE
			If this is your idea of
			sympathetic interest in my
			problems, I'll take brutal
			indifference.

					CATES
			Hey, you know what I really think?

					ELAINE
			Tell me--I'm dyin' to hear it.

					CATES
			I think you're ashamed to tend bar
			which is sad because you look
			great in that outfit they make you
			wear... You pull down four bills
			a week which is damn good, and you
			mix the best Pina Coladas I've
			ever had... I think that if you
			need bigger and better things ...
			then go for em.

	She smiles at him after this. It looks like they'll kiss.
	Their faces are close.  Then she lightly moves back.

					ELAINE
			You oversimplify every...

	He stops her in the middle of the sentence by kissing her,
	then pulls back...

					CATES
			Some things are simple, right?

	Their faces are very close ... but they don't touch for
	another second.

					ELAINE
			Right...

	TRANSITION.

	SAN FRANCISCO - DAWN

	Titles continue.

	Tugs churning across the bay... Quiet city streets. Parked
	cars covered with early morning dew... A newspaper truck
	slowly grinds by, drops a bundleand moves on.

	EMBARCADERO - DAWN

	The station wagon pulls up to a young punk, HENRY WONG, on a
	motorcycle.

	Billy Bear smiles and leans out the driver's side window.

					BILLY
			You got somethin' for us, Henry?

	Henry produces some credit cards.  Billy passes them to Ganz
	for inspection.

					GANZ
			How hot are they?

					HENRY
			Hot?  Hey, they're not even room
			temperature.

	Ganz snorts derisively.

					GANZ
			How ya doin'?

					HENRY
			Can't complain.

					GANZ
			We got a lot to talk about.

					HENRY
			Yeah, old times.

					GANZ
			We'll follow you.  Take it
			slow,okay?

					HENRY
			Sure, right.

	Ganz pockets the credit cards as Henry wheels away.

	INT.  STATION WAGON

					GANZ
			I want to drive awhile.

					BILLY
			I ain't tired yet.

	INT.  STATION WAGON

					GANZ
			Maybe after we get done with him
			I'm gonna buy us some girls.

					BILLY
			Whaddya mean, buy?

					GANZ
			Pros.

	Ganz stares at Billy.

					BILLY
			Pay money?

					GANZ
			Yeah, dummy.  Money.

					BILLY
			I never paid for it in my life.

					GANZ
			It's better when you pay... they
			let you do anything.

					BILLY
			They always let me do anything. I
			don't want to pay for it.  I never
			paid for it in my life.

					GANZ
			Just do what I say, okay? We'll
			pay for the girls and have a good
			time... Don't you trust me?

	Billy smiles.

					BILLY
			Sure, I trust ya.

	They drive off.

	NORTH BEACH - RESIDENTIAL STREET - DAWN

	First light breaks over Telegraph Hill. A quiet row of
	Victorian townhouses now converted into apartments.

	APARTMENT BEDROOM - EARLY MORNING

	Cates is sprawled across the double bed; Elaine is on the
	verge of falling off the edge. Cates' eyes snap open.  A
	second later, his wrist watch alarm goes off.  He turns it
	off, gets out of bed and begins pulling on his pants. Elaine
	sits up in bed, still wearing Cates' blue shirt... Cates
	picks up a robe as Elaine gets out of bed on the opposite
	side, throws the robe to Elaine... She takes off the shirt,
	swaps it for the robe and throws the shirt to Jack.

					ELAINE
			You know, if you let me come over
			to your place once in a while, you
			could put on a clean shirt in the
			morning.

					CATES
			What makes you think I have any
			clean shirts at my place?

	He buttons his shirt and heads for the kitchen.

	KITCHEN

	Cates brushing his teeth at the sink, Elaine making coffee.

					ELAINE
			You know, that's my toothbrush,
			Jack.

	He keeps brushing.

					CATES
			Maybe you ought to buy me one.

					ELAINE
			Maybe I would if I knew when you
			were coming back.

	He stops brushing, turns and looks at her.

					CATES
			I'm here.  And I've been coming
			back for quite awhile... Let's not
			hassle, okay?  And can I have a
			cup of coffee?  Please.

	She pours some coffee, hands him a cup and saucer... Cates
	pours some whiskey into it from a flask.

					ELAINE
			That's a fairly crummy way to
			start a morning.

					CATES
			Maybe I got a fairly crummy day
			ahead.

					ELAINE
			Maybe that makes a nice excuse.

					CATES
			Maybe you don't know what the hell
			you're talking about.

	Cates picks his holstered .44 off a chair back and begins
	strapping it on.

					ELAINE
			When you start with that
			attitude... it's like I don't know
			who you are.

					CATES
			What do you want to know?  What
			difference does it make?  I'm the
			guy in your bed the last three
			months.  I make you feel good. You
			make me feel good.  What the hell
			else do you want from a guy?

					ELAINE
			I wish you'd stop trying to make
			me mad so I won't care for you...
			I wish you'd give me a little more
			of a chance.

	He turns away, moves into the corridor near the stairwell.

					CATES
			I don't have time for this. I
			gotta go to work.

	She stands frozen... He turns back and looks at her; it's
	hard to apologize.

					CATES
					 (continuing)
			Look, I'm glad I'm in your life...
			and hell, with an ass like yours,
			I figure anything might be
			possible.

	She is warmed up by the first part, amused by the second; she
	approaches...

					ELAINE
			You know something, Jack, you
			really are hopeless.

					CATES
			That's the way I see it, too.

					ELAINE
			Call me later.

					CATES
			You sure you want me to?

					ELAINE
			Yeah, for some reason, I'm sure...

	He moves closer, kisses her..

					CATES
			Thanks for the coffee.

					ELAINE
			I think you forgot this. Hands him
			his wallet and badge...

					CATES
			Guess people ought to know who I
			am...

	He turns to go down the stairwell...

					ELAINE
			Jack, wait.  Here...

	She puts a scarf around his neck.

					ELAINE
					 (continuing)
			It's cold as hell out these
			mornings, and you know what the
			man said, the coldest winter I
			ever spent was the summer I spent
			in San Francisco...

	They don't kiss.  He nods appreciately, the scarf in hand as
	he turns and goes.

	STREET - NORTH BEACH - MORNING

	Cates comes out of Elaine's apartment building, crosses to
	his whipped and battered  64 Cadillac convertible, notices a
	parking ticket stuck under the windshield wiper...

					CATES
			Son of a bitch.

	Shoves the ticket in his coat pocket, gets into the Caddie
	puts the scarf around the rear view mirror, starts the engine
	and guns away...

	CITY STREET

	Cates driving the convertible; he comes down a hill and turns
	toward the East Bay...

	TRANSITION.

	GOLDEN GATE PARK - MORNING

	Henry Wong, seated on a park bench. Now very dead, a bullet
	hole in the middle of his forehead. Billy Bear is seated next
	to him on the bench reading the race form.

	GANZ

	Using the telephone at an outdoor booth a few feet beyond the
	bench.

	STREET - BROADWAY DISTRICT - DAY

	LUTHER and ROSALIE, a young couple, turn a corner.  A dark
	parody of all-American young marrieds.  They are bickering as
	usual.

					ROSALIE
			I liked that carpet we saw.

					LUTHER
			We can't afford it.

					ROSALIE
			Don't remind me.

					LUTHER
			Whaddya want me to do, go out and
			steal for the money?  I hated the
			color anyway; the color sucked...

	Suddenly, Billy and Ganz descend on Luther and Rosalie and
	pull them into their station wagon..

	INT.  STATION WAGON

	Billy has Rosalie by the mouth, gagging her with his big
	paw... Ganz has his gun at Luther's neck.

					GANZ
			Surprise, Luther.

					LUTHER
			Whaddya want?  I thought you were
			locked up-

					GANZ
			I want the money, asshole, what do
			you think?  The money that Reggie
			hid...

					LUTHER
			I don't know what you're talkin'
			about.

					GANZ
			You want that Indian to snap her
			neck?

	He mimes the gesture... snap...

					GANZ
					 (continuing)
			Instead of worryin' about Reggie,
			you better worry about me...

					LUTHER
			Don't give me this, we were
			partners.

					GANZ
			Billy, go ahead, break it...

					LUTHER
			No! Don't kill her.  I can get you
			the money.

					GANZ
			When?

					LUTHER
			I can't get it until Monday.
			Honest.

					GANZ
			You chickenshit punk...

					LUTHER
			Honest. The place we stashed it
			opens Monday morning. I can't get
			it till then. Monday morning,
			that's when it opens. After that,
			I'll get the money to you right
			away...

	Ganz finally takes the gun from the neck.

					GANZ
			I always liked you, Luther. You
			were always a lotta fun to hang
			out with...

	Rosalie is rubbing her neck now that she's been released...
	Ganz gestures to Billy.

					GANZ
					 (continuing)
			We're gonna keep her.

	Luther desperately doesn't like this.

					LUTHER
			Come on, you can trust me. Please.

					GANZ
			You try to mess with us or go to
			the cops, I promise you, I'll put
			holes in her you wouldn't believe.

	He smiles at Luther, pinches him on the cheek, shoves him out
	of the car.

	LUTHER

	Stands shivering as it powers away.

	WALDEN HOTEL - DAY

	A small hotel on one of the quiet streets behind Union Square.

	A GREEN COUGAR

	Pulls up across the street.

	INT. CAR

	Tha car arrives in front of the hotel.

					GANZ
			Nice place, huh?

	Rosalie is very nervous.

					ROSALIE
			What are you gonna do to me in
			there?

	Ganz gives her a casual smile.

					GANZ
			Maybe that's where I'm gonna cut
			your throat.

					BILLY
			He's just kiddin', you just keep
			doin' what I tell ya, you'll be
			okay.

	They move out of the car, head for the hotel.

	LOBBY

	A FRIZZY YOUNG BLONDE sits behind the desk in a mirrored
	entrance hall.  She reads a lurid paperback. Morning traffic
	streams by outside as Ganz, Billy and Rosalie enter and
	approach the desk.

					GANZ
			We need some rooms for a couple of
			nights...Okay?

	She smiles at Ganz.

					FRIZZY
			Sure.  We don't get many real
			customers, ya know?  Most people
			only stay an hour or two...

	Passes a form across. Ganz signs it, Frizzy glances at his
	signature then takes a key from the rack behind.

					GANZ
			I want her young.  And tall. Nice
			legs. Legs are important. Then,
			real thin.  Yeah.  NO jeans-A
			dress? a nice summer dress.  You
			know I want her fresh... I'll tell
			you why, because I been hoein'
			weeds and makin' license plates
			for a couple of years... Yeah, I
			know you don't get it...

	BILLY BEAR

	Sees a couple approaching, he shoves the dead man down on the
	bench and spreads the newspaper over his head.  The body now
	looking like a typical park bum who has spent the night.
	Billy walks over to Ganz.

					BILLY
			Hey, what about me?

					GANZ
			And I need one more for my pal.
			Yeah. Make her an Indian. No, not
			a turban, you know, a squaw.

	Billy smiles, takes the Polaroid...

	POLAROID

	A close shot of the dead man with the bullet hole in his
	forehead.

	GANZ

	Takes the photograph back from Billy and slips it into his
	jacket pocket...

					GANZ
			Walden Hotel. Third near Broadway.
			Tell them to ask for ... uh...

	He takes the hot credit cards out of his pocket, the name
	embossed on the plastic..

					GANZ
					 (continuing)
			G.P. Polson...P.O.L.S.O.N....Just
			be a couple of hours.

	Hangs up. The two men head for a green Plymouth...

	TRANSITION.

					FRIZZY
			Number twenty-seven, Mr. Polson.

					GANZ
			Put them next door, okay.

	She gives him a slightly knowing look.

					FRIZZY
			Sure, hey, you got the whole floor
			to yourself...

	Ganz sends her back a sharp look.

					GANZ
			Keep your filthy ideas to
			yourself, lady.

	Ganz picks up his suitcase, walks over to the nearest
	stairwell.  Billy and Rosalie follow...

	TRANSITION.

	STREET

	Bars starting to fill up with mid-day customers... A black
	Chevy cruises past and stops further up the block. Two
	Plainclothesmen, VANZANT and ALGREN, get out of the car. As
	they start toward the Walden...

	THE CADILLAC CONVERTIBLE

	Pulls up near the two men. Cates climbs out of his car and
	walks over to them.

					CATES
			Hey, fellas, what's happening?
			Radio said you guys had something
			on...

					ALGREN
			Not much, Jack ... Salesman named
			Polson had his credit cards
			lifted...

	Algren nods over to the parking lot opposite.

					ALGREN
					 (continuing)
			One of Polson's cards rented that
			green coupe.

					VANZANT
			Not too much for a big rough tough
			gunfighter like you to do on this
			one...

	Cates smiles at the verbal positioning he's used to with his
	colleagues.

					CATES
			Suspect packed or is this a
			laugher?

					ALGREN
			Five and dime stuff. Polson said
			a kid with a switchblade mugged
			him and drove off on a motorcyle.

					CATES
			Yeah, well, I guess you two are
			experts at taking boy scout knives
			away from teenagers...

					VANZANT
			Yeah, we are, that means you can
			stay outta this one. We don't have
			any big need for the artillery

	Vanzant's turn to smile.

					CATES
			Hey, I'm just offering to help
			out... I like to watch real pros
			work.

					VANZANT
			Help, huh?  Sometimes your kind of
			help tends to leave the suspect in
			bad shape.

	Algren...mediator... soothes the competitive situation.

					ALGREN
			Hey, relax ... Jack, you wanna
			come inside, fine... You can stake
			out the lobby...

	Cates, a bit disgusted at the politics of this moment, nods...

					CATES
			Fine, it's your show...

	The three men move toward the Walden.

	WALDEN HOTEL LOBBY

	Frizzy Blonde still behind the desk. Still reading the lurid
	paperback. Unaware as Vanzant and Algren approach... She
	looks up as they flash their badges.

					FRIZZY
			Aw, you guys were in last week.
			You better ask around.  I'm not
			supposed to be hassled... I got
			friends.

					VANZANT
			Hey, park the tongue for a second,
			sweetpants, we just want to search
			a room.

					FRIZZY
			Not unless you got a warrant.

					CATES
			Maybe you should of been a lawyer
			instead of a dumb skirt workin'
			behind a register.

	Frizzy turns to find Cates standing beside her. He nudges her
	aside. Starts going throught the register book.

					FRIZZY
			Aw, come on, what the shit is this?

					ALGREN
			We're looking for a guy going
			under the name Polson...

	Frizzy sits back down in defeat.

					FRIZZY
			Okay, big deal.  Get it over with.

	Cates finds the name.

					CATES
			Mr. Polson, room 27...

					ALGREN
			Is he alone?

					FRIZZY
			Naw, his sister went up an hour
			ago.

	Vanzant turns to Cates.

					VANZANT
			Okay, like we said, you stake out
			the lobby.

					CATES
			Sure. Great. Whatever.

					VANZANT
			You're not missing out on
			Dillinger. This punk just stole
			some credit cards.

	Cates watches the two Detectives head for the elevator.

	SECOND FLOOR CORRIDOR

	Vanzant and Algren move down the hallwayStop at the far end.
	Both Detectives draw their pistols and approach a door.

	ROOM

	Summer dress and undergarments scatteredon the floor. LISA,
	lies naked under the covers.

	She matches Ganz's earlier requirements.Smoking a cigarette,
	staring at the ceiling. Ganz remains on top of the blanket.
	Still in his shirt and pants watching TV. Three sharp knocks
	at the door. Ganz reacts as if he's received an electric
	shock. His hand goes under the pillow... Comes up with an
	automatic. Shoves it hard into Lisa's stomach.

					LISA
			Hey...

					GANZ
			Shut up.

					LISA
			What the hell's wrong?  I didn't
			do anything.

	Another knock. Ganz makes her move to the door.

					LISA
					 (continuing)
			What do you want?  What's goin' on?

					GANZ
			Shut up.

	She grabs her dress and tries to pull it on.

					GANZ
					 (continuing)
			Now ask who it is.

	Shoves harder with the pistol.

					GANZ
					 (continuing)
			Come on, ask.

	She calls out.

					LISA
			Who is it?

	CORRIDOR

	Vanzant and Algren stand back from the door. Guns held ready.

					ALGREN
			Police... open up.

	R00M

	Lisa looks from the door back to Ganz. Then at the gun held
	against her. She's petrified.

					GANZ
			Stall.

					LISA
			What do you want?

					VANZANT
			Police business. Come on, open up.

	A smile on Ganz' face. Almost as if he's enjoying the moment.

					GANZ
			Keep stallin'.

					LISA
			Alright, I'm coming...hold on.

	I'll just be a minute.

	CORRIDOR

	Vanzant and Algren waiting. Sounds of movement from within
	the room.

	LOBBY

	Cates moves toward the foot of the stairwell. Looks across at
	mirror on the wall opposite. The entire lobby covered from
	this spot. Every angle, including Frizzy.

	ROOM

	Ganz gestures to Lisa.

					LISA
			Just a second.

	Ganz belts her with his gun; she falls..Ganz goes through the
	connecting door. Slips into the adjacent room.

	BILLY'S ROOM

	Another Hooker cowers in the corner, pulling on her clothes.
	She's a Mexican girl in a ridiculous 'Indian' outfit.

					MEXICAN GIRL
			Que paso? Que esta pasando? No
			entiendo...

					BILLY
			Shut up.

	Billy goes to where Rosalie is awkwardlytied to a chair with
	an electric dord.  He pulls her to her feet as Ganz moves by.

					BILLY
					 (continuing)
			When I say jump, girl, you better
			jump.

					BILLY
					 (continuing)

	CORRIDOR

	Vanzant reaches down, tries the knob.  Locked. Algren moves
	back, preparing to kick the door down.

	ADJACENT ROOM

	Ganz opens the door behind the two cops. Raises his pistol
	and fires. Billy's shots follow immediately. Hits Vanzant.
	Algren rolls just as Ganz fires again. Wounded, he gets off
	three shots, then moves inside Ganz' room. Ganz and Billy run
	for the elevator... Exchange two more shots with Algren. The
	Mexican Girl begins screaming in Spanish...

	LOBBY

	Cates draws his .44. Races up the stairs three at a time.
	Frizzy starts to frantically call the police.

	CORRIDOR

	Cates stops at the landing. Vanzant's body sprawled across
	the hallway. Algren back in the corridor, still losing
	blood... Leans against the wall for support... Lisa staggers
	out of the room, screams. Algren points the gun toward the
	elevator. Indicating where Ganz and Billy have just fled.
	Cates starts back down toward the lobby.

	ELEVATOR

	Ganz and Billy, guns ready as the carriage jolts downward.
	Rosalie is terrified, sobbing...

	CATES

	Arrives at the halfway turn of the second staircase. He takes
	the next flight in two jumps.

	ELEVATOR

	As the doors open, Ganz gestures for Billy and Rosalie to
	wait as he heads for the lobby.

	LOBBY

	Cates literally flies into the lobby just as Ganz appears. He
	slams Ganz against a column, belts him across the neck with
	his pistol. Ganz screams with pain, drops his gun... Cates
	again slams him with his pistol, felling him...

	GANZ

	Slides across the floor.

	CATES Senses something ... moves just as Billy appears behind
	and fires at him. The bullet takes out a window. Cates dives
	over the desk. Another bullet chews up the wood.

	LOBBY

	Frizzy has been standing beside her desk, screaming... Cates'
	move and the accompanying bulletspanic her. She dashes for
	safety... Cates gets to his feet behind cover. Sees Billy
	holding Rosalie by the throat. Frizzy begins to scream.

					GANZ
			He'll blow her goddamn head off.

	Cates doesn't miss a beat. He slowly levels his .44. Takes
	careful aim and starts to fire at Billy.

					ROSALIE
			No. No.

	Cates' shot narrowly misses Rosalie. The bullet smashes into
	a mirror above Billy's head. Cates keeps moving closer, gun
	pointed straight ahead. Billy pushes the pistol against
	Rosalie'temple. For the first time, Cates hesitates. They
	face each other across the length of the lobby.

	ALGREN

	Struggles down the remaining steps into the lobby. He still
	holds his revolver. Dares not raise it towards Billy and
	Rosalie.

	BILLY BEAR

	Covers Algren from near the entrance.  He's confused, doesn't
	know what to do... He keeps hold of Rosalie.

	GANZ

	His eyes catch Algren's...

					GANZ
			You.  Drop it and we won't kill
			her.

	Algren tosses his gun to the floor.

					GANZ
					 (continuing)
			Now, tell him to drop his Goddamn
			piece.

					ALGREN
			Do it, Cates.

	No response.

					ALGREN
					 (continuing)
			Do it, Cates.  Goddamn it, do it.

	Cates lowers his gun. Finally lets it drop to the floor.

					GANZ
			Kick it over here.

	Cates does; Ganz picks it up, smiles, looks at Billy.

					GANZ
					 (continuing)
			Get the car.

	Then back to Cates as Billy runs out the entrance with
	Rosalie.

					GANZ
					 (continuing)
			Your gun's just like mine.

	He's going to kill Cates. But first be glances at Algren.
	Then, almost casually, shoots him twice with Cates' .44.
	Algren staggers back. Dead before he hits the floor. Cates
	twists sideways just as Ganz fires. The bullet misses. Again
	Frizzy starts screaming and struggling. Ganz swipes the woman
	across the head with the gun. Her body slumps to the floor.
	Police sirens can be heard in the distance. Cates makes an
	attempt for Algren's gun. A bullet splatters against the
	floor only inches from his outstretched fingers. The gun
	skitters out of reach.

					CATES
			You lying son of a bitch...

					GANZ
			What are you talking about? We
			didn't kill her ...

	Ganz smiles.

	With your own gun, cop. How does it feel? Cates leaps into a
	wooden phone booth. Ganz leisurely blasts away at the booth
	with both his and Cates' gun. Two bullets crash into the
	booth. Ganz moves to check inside the booth but sirens are
	ominously near. Ganz finally retreats out the entrance.

	STREET

	Billy and Rosalie weave their way across street to the
	Cougar. They make a U-turn. Ganz runs out. Car pulls out,
	then the police cars and vans begin to arrive.

	PHONE BOOTH

	Chunks of wood on the floor. Shafts of light through a dozen
	bullet holes. Shattered receiver dangling from a cord. Cates,
	wedged tight into the very top of the cubicle. He drops to
	the floor.

	LOBBY

	The police arrive. Swarm into the hotel. All eyes on Cates as
	he rushes to Algren. Too late... Cates realizes Algren is
	dead. He cradles Algren's head as he stares at the arriving
	TAC Squad and Patrolmen.

	TRANSITION.

	SQUAD ROOM DAY

	Cates walks in. Several Detectives gather around him.

					FAT COP
			What happened?

					CATES
			Read the report.

					OLD COP
			Two cops blown away by a credit
			card booster... that don't figure.

					CATES
			No shit.

					FAT COP
			They were good cops.

					CATES
			They were good cops who fucked up
			and got careless.

	A snotty YOUNG COP paces.

					YOUNG COP
			That's what you say, Cates...

					CATES
			Yeah.

					YOUNG COP
			But that's what you say about all
			of us all the tine ... we're
			always the ones fucking up when
			you tell it...

					CATES
			The truth hurts, doesn't it, buddy?

	Cates looks at the Old Cop.

					OLD COP
			It don't figure.

					CATES
			I need to borrow a piece.

	The OLD COP shrugs... looks in his desk...

					YOUNG COP
			Somebody steals your gun, you're
			supposed to file a report.

					CATES
			Are you gonna tell me about police
			procedure?  Do me a favor, don't
			give me a bunch of crap.

					YOUNG COP
			I guess when two cops die on
			account of your fuck up you want
			to keep it as quiet as possible...

	Cates loses it for a second, lands on him with both hands,
	pushes him against a wall... The room goes quiet. Cates cools
	down.

					CATES
			Just shut the fuck up.

	The other cops don't intervene. They just watch.  Cates cools
	down, straightens up. HADEN walks by, or, rather, speeds by.

					HADEN
			Cates, I'll need to see you in
			five minutes, exactly five.

	The Old Cop hands Cates a gun, a traditional Army .45...

					OLD COP
			Best I can do.

					HADEN
			D'you read me, Cates...

	Haden continues moving away.

					CATES
			Five minutes.  I heard you, your
			voice carries...

	As Cates is examining the gun, RUTH, a lab technician, enters
	and drops three 8 x 10's on the desk near Cates.

					RUTH
			They're still wet.

	Cates lifts the blow-ups, each one showing a different aspect
	of a spent bullet.

					RUTH
					 (continuing)
			Lots of people getting shot with
			.44's lately ... Last year, it was
			Saturday Night Specials..now it's
			heavy stuff. People must be
			getting madder about something.

	Cates starts pinning the blow-ups onto a large bulletin board
	on the wall. Nearby, at the same time (within Cates' line of
	sight, within earshot), Lisa, the Hooker, is being
	interrogated by a POLICE-WOMAN who pulls the statement off
	the typewriter. Nearby, the Indian Hooker is being
	interrogated in Spanish.

					POLICEWOMAN
			You're an accessory to Murder One,
			so you're going to have to do a
			whole lot better than what we got
			down here, honey...

					LISA
			Gimme a break, huh? ... Look, I
			got there.  He was a trick just
			like any other for all I knew.
			That's all there is.  He didn't
			feel like sitting and talking. He
			was in a big hurry to get laid.
			I was with him about an hour...

	Cates has gotten interested in the last part of this ...
	drifts toward her... A DETECTIVE comes through, begins
	distributing I.B.M. printouts to Cates, the other nearby
	officers..

					DETECTIVE
			We got a print from the hotel
			room.  Guy's real name is Ganz,
			Albert Ganz.  A hitter from back
			East but he worked out here a few
			years back.  Armed robbery. Broke
			out of prison two days ago and
			capped two of the guards. A real
			animal.  Wait'll you see this...

	Cates reads the printout, then smoothly,imperiously, he takes
	over the questioning of Lisa.

					CATES
			Did he give you a return match?

					LISA
			He wasn't interested.

					CATES
			Maybe he didn't like your
			performance.

					LISA
			Fuck you.

					CATES
			I'll take a raincheck...

	From the side, Ruth is pointing at the photos...

					RUTH
			This'll interest you, Jack...we've
			got something here from your
			gun... and these are from the
			first weapon Ganz used...

					CATES
			I don't get it.

					RUTH
			Here.

					CATES

	She turns, produces the third photo.  Pins it beside the one
	from the Walden Hotel.

					RUTH
			A perfect match for the markings
			from the first gun he used... but
			not from the Walden Hotel... fired
			at least six hours earlier...at
			point blank range... right between
			the eyes.  Found him on a park
			bench...

	She shows him two more pictures.  Police forensics shots of
	Henry Wong ... very dead on the park bench...

					RUTH
					 (continuing)
			Ya know, there are some very bad
			people out there in the world.

					CATES
			Look at it this way, Ruth.  If
			there weren't, what would there be
			for us to do?

	Lisa continues with the Policewoman.

					LISA
			Anyway... so I got there and took
			him down.  He started watching
			television and then you
			sensational people started banging
			on the door... that's all...
			except ... he's gonna give you
			guys a hard time.

					CATES

	Cates looks up as he hears that remark.  Notices KEHOE,
	another Detective, entering with a long suitcase.

					POLICEWOMAN
			What makes you think so?

					LISA
			I think he liked shooting cops a
			lot more than getting laid.

	Cates watches Kehoe unpack the box.

					CATES
			Is that what this guy Ganz had in
			the hotel?

					KEHOE
			Every last bit of it.  The big
			guy's room was empty.

					CATES
			I'll help you out.

	Cates and Kehoe start going through the suitcase.  Kehoe
	produces a speed loader for a .44...

					KEHOE
			This guy must have had a .44 like
			yours, Jack. Now he's got yours.

					CATES
			Shit.

	Kehoe next produces several boxes of shells.

					KEHOE
			This cat was real serious about
			his artillery.

	An Attendant comes through, hands Kehoe a file. He opens it,
	shows the file to Cates who reads the name under the mug shot.

					CATES
			Billy Bear...

					KEHOE
			Backup man from the East Bay.
			Worked with Ganz a few years ago
			and sprung him from the road gang.

	Kehoe opens the second file.  Four mug shots are inside.

					CATES
			Who are all these?

					KEHOE
			They all pulled a bunch of jobs
			with Ganz about four years ago.

					CATES
			Wait a minute, wait a minute...
			who's this?

					KEHOE
			Uhh ... Wong, Henry Wong.  He was
			in on the same job.

	Cates spins the file around so that both Ruth an Kehoe can
	see it, throws the forensic shots down beside it.

					CATES
			Tell me that's not the same guy.

					KEHOE
			Hey ... Dick Tracy.

					RUTH
			Did Ganz have a grudge against his
			old friends?

	Haden comes out of his office.

					HADEN
			Get in here, Cates.

	Cates ignores him.

					CATES
			I think I wanna have a discussion
			about it with any of the ones
			still walking.  Can we find them?

					KEHOE
			Here's the file. Cates checks the
			file.

					CATES
			One of  em's in the slam.

					HADEN
			Damn you, Cates ... Get in here.

	Cates walks into Haden's cubicle.

					CATES
			I want to be left alone on this
			one. Algren was killed with my gun.

					HADEN
			Yeah, I read the report...

	Haden shuffles some papers, seems to ignore Cates.

					CATES
			Hey, the bastard's got my gun.  I
			want it back.

					HADEN
			Jack, come on, there is an
			official department policy about
			cop killings. Cop killers
			represent a special priority
			because any man crazy enough to
			kill a cop is a greater threat to
			an unarmed civilian... In other
			words, we can't seen like we're in
			the revenge business... I know, we
			all know the truth's a little
			different.

	Cates almost smiles at Haden.

					CATES
			Yeah...

					HADEN
			Anthing botherin' you besides
			losin' your gun?

					CATES
			Yeah.  It bothers me when cops get
			hurt while I'm makin' a play. I
			don't like it.

					HADEN
			You might be more of a team player
			and a little less of a hot dog on
			this one, Jack.

					CATES
			Being a hot dog's worked pretty
			well for me so far... Besides, I
			got a lead...

					HADEN
			Okay.  You're not a team player.
			You gotta do things your own way.
			Fine.  Nail this guy and make us
			all look good.  But you better
			watch your ass.  If you screw up,
			I can promise you, you're goin'
			down.

					CATES
			You really know how to send a guy
			out with a great attitude. He
			starts to go.

					HADEN
			Jack?

					CATES
			Yeah?

					HADEN
			Try not to get your ass shot to
			pieces. We got enough dead cops on
			this one.

					CATES
			I'll keep it in mind.

	Leaves.

	TRANSITION.

	CITY STREET

	Heavy vehicle and pedestrian traffic. Cates stands near a hot
	dog stand. Elaine joins him. Cates is eating a hot dog and
	studying a police file.

					ELAINE
			Great place for lunch.

					CATES
			Yeah, one of my favorites.

					ELAINE
			You made the front page.

	He hands her a dog.

					CATES
			Yeah, Guess it must have been a
			slow news day...

					ELAINE
			Jack, are you okay?

					CATES
			Sure, okay, fine, no problem...
			See, there's this kid in jail ...
			First thing I got to do is go up
			and see what he knows ...

	He points to the file.

					ELAINE
			I thought you might come over to
			my place to recuperate.  I don't
			have to go to work until the day
			after tomorrow.

	They begin to stroll down the street.

					CATES
			I got nothing to recuperate from.
			There's a guy out there with my
			gun, and I want it back.

	She's not happy with this attitude.

					ELAINE
			Look, spare me the macho bullshit
			about your gun...

					CATES
			Bullshit?  I'll tell you about
			bullshit.  My gun's a real weapon
			in the hands of a real maniac who
			knows how to use it.  It isn't my
			macho bullshit that's killing
			people, my gun is ...

					ELAINE
			Look, Jack, if you make everything
			your personal responsibility,
			you'll turn into a bad cop.  It's
			not a practical way to function...

					CATES
			I didn't get burned, two cops did.
			Listen, I'll tell you about
			personnel responsibility.  I like
			to get the job done right.  And if
			I don't get my job done right...
			I'm for shit.

					ELAINE
			Here it comes again ... the sacred
			job...

					CATES
			That's right.  I'm not like you.
			I'm not gonna sit on my ass
			wondering what's right and what's
			wrong... There's a psycho out
			there killing people with my gun
			and I'm gonna get him.  Because
			it's my job. And if you don't get
			that...

					ELAINE
			I get that. The job first.
			Everything else, especially me,
			second. I get it. I don't like it.

	Pause.

					CATES
			No one asked you to like it... But
			that's the way it is.

	TRANSITION.

	PRISON CELL BLOCK - DAY

	Cates and a GUARD on the upper deck approaching the door to
	the cell block... The Guard shouts upward.

					GUARD
			Open Nine.

	With a huge metal clatters the door to the cell block opens.

	CELL BLOCK - NEAR ENTRANCE

	Cates and the Guard go through the door.

					GUARD
			Close Nine.

	They move forward together.

					GUARD
					 (continuing)
			It's Number Twenty-two... You want
			company?

					CATES
			No, no thanks.

	The Guard shrugs, stays by the door.

	CATES

	He walks down the cell block. Inmates stare at him from
	inside the stark cells. They don't know who he is, but they
	can smell a cop. Cates stops at Twenty-two, looks inside...
	a bit startled. Obviously, Reggie Hammond has connections and
	taste. The paint is fresh; there's framed prints on the wall
	instead of pin-ups, and the overall feeling is that of a
	graduate school dorm rather than a prison. Cates turns, nods
	to the Guard at the end of the cell block. He throws a switch
	and the door opens.

	HAMMOND'S CELL

	Cates steps inside. Hammond is at a table wearing a Sony
	Walkman and writing in some detailed ledgers with a fountain
	pen. He's boogeying in his seat to the music. Sprawled on a
	bunk nearby is LEROY, another black inmate close to Hammond's
	age. Leroy is leafing through a copy of a skin magazine. He
	doesn't even look at Cates.

					CATES
			Hammond.

	Cates steps inside the cell.

					CATES
					 (continuing)
			Hammond!

	No answer. Cates leans over, hits the override button on the
	Sony.

					CATES
					 (continuing)
			Hammond!

	Hammond jumps, grabs his ears in pain ... He pulls the
	headset off and glares at Cates.

					HAMMOND
			You got a name, cop?

					CATES
			Try Cates.  And let's talk in
			private, okay?

					HAMMOND
			Sure, anything you want.

	He tosses the Walkman to Leroy who dutifully puts it on.

					CATES
			Look, convict, I know all about
			you. Single.  No fixed address. No
			known relatives.

			One previous conviction. Armed
			robbery... six months to go on a
			three-year sentence.

					HAMMOND
			You here to write my life story?

					CATES
			Not likely, Reggie.  Maybe I just
			need some help.

	Cates takes the forensic photo out of his pocket, passes it
	across the table to Hammond.  He looks at it, hardly reacts.

					HAMMOND
			Henry Wong... My old pal.  He's
			looked better...

	He passes the photo back.

					HAMMOND
					 (continuing)
			Look, I got just six months before
			gettin' out of here.  Six months
			between me and freedom after bein'
			here three years... And I'm not
			gonna do anything to screw it up,
			includin' pee in the prison yard,
			knock up the Warden's daughter or
			rat on my old partners...

	Cates swings the cell door back open.

					CATES
			Too bad, Reggie.  I thought maybe
			you were a smart boy.  But I guess
			if you were real smart you
			wouldn't be a convict.

	He smiles, decides to play his card.

					CATES
					 (continuing)
			I can see a second-rater like you
			wouldn't be any help at all goin'
			up against a real hard case like
			Ganz.

	Hammond jerks his head around.

					HAMMOND
			Ganz?

	Pause.

					HAMMOND
					 (continuing)
			Ganz the one who shot Henry?
			Cates, I asked you a question...

	Cates smiles.

					CATES
			Yeah, I noticed...

					HAMMOND
			Ganz is in jail.  He's gonna be
			there two years after I'm on the
			street.

					CATES
			Didn't work out that way.  He
			busted out with a big Indian.
			They capped two guards on a road
			gang. Nice meeting you Reggie.

	He turns, goes out. The door clangs behind him. Hammond jumps
	up and bangs on the bars, shouts at Cates' back...

					HAMMOND
			Cates, Come back here.

	Cates turns, saunters back, leans against the door.

					CATES
			Yeah?

					HAMMOND
			I can deliver Ganz.  But you gotta
			get me outta here first.

					CATES
			You're crazy.

					HAMMOND
			I can help you, man, but you gotta
			get me out.  I got to be on the
			street.  Get me outta here.

					CATES
			What's the big deal about you
			bein' on the street?

					HAMMOND
			I got a lot to protect.

					CATES
			Bullshit.

					HAMMOND
			It's the only way you're gonna get
			Ganz.

					CATES
			I'll think about it.

	TRANSITION.

	Cates typing several of official looking documents while
	seated across from a rather dour-looking bureaucrat named BOB.

					CATES
			Let me borrow your pen, Bob.

	Handed over by Bob.

					BOB
			You going to use your own name?

					CATES
			Shit, no.

					CANDY

	He begins signing the documents.

					BOB
			Jack, just remember one thing. If
			all this comes down, you don't
			know me.  I'm not gonna burn for
			you.  And I'll tell you something
			else.  If it all comes down, your
			ass is new-mown grass.

					CATES
			Right.  Hey, no sweat.

	He hands over the papers. Smiles.

					BOB
			BOB You got him for 48 hours.

	Bob studies the sheet.

					BOB
					 (continuing)
			You got a big career as a forger
			if you decide to go that way,
			Jack...   I'll ring security.

	TRANSITION.

	PROCESS ROOM - PRISON - DAY

	The GUARD leads Hammond to a steel cage. Harmnond's now
	wearing a beautifully tailored plaid suit.

	The Guard shouts to ANOTHER GUARD on the far side.

					GUARD
			Prisoner G21355 ... Hammond.

					SECOND GUARD
			Okay.  Send him through.

	The gate slides open. The Guard geztures for Hairmond to
	enter. Hammond walks to the far side of the pen.  The first
	gate closes, the second one opens.

	Hammond turns and walks over to Cates. The Guard comes up to
	Cates, double checks his orders then unlocks Hammond's cuffs.

					GUARD
			Gotta sign for him.

					CATES
			Sure thing...

	He looks over at Hammond who smiles at him.  Then looks at
	Harmond's clothes...

					CATES
					 (continuing)
			This prison gives out $400 suits?

					HAMMOND
			What are you talkin' about?  This
			suit's mine.  It cost $900.

	Hammond dusts off a sleeve.

					CATES
			We're supposed to be after a
			killer, not a string of hookers...

					HAMMOND
			Listen, it may be a little out of
			date. You know, I got a reputation
			for lookingreal sharp with the
			ladies...

	Cates hands some papers to the Guard.

					GUARD
			He's all yours.

	The Guard walks away as Hammond feels Cates' lapel.

					HAMMOND
			We could change this for something
			good...Get you lookin' sharp for
			pussy.

	Cates gives him a look.

					CATES
			I don't need to hear your jive. I
			already got that department taken
			care of...

					HAMMOND
			You got a girl... shit... the
			generosityof women never ceases to
			amaze me.

	Cates slaps a cuff on Hammond's outstrethand, then puts the
	other on his own wrist.

					HAMMOND
					 (continuing)
			Hey, no way.  Take off the
			bracelets or no deal.

					CATES
			You just don't get it, do your
			Reggie?  There isn't any deal. I
			own your ass.

					HAMMOND
			No way to start a partnership.

					CATES
			Get this.  We ain't partners. We
			ain't brothers.  We ain't friends.
			I'm puttin' you down and keepin'
			you down until Ganz is locked up
			or dead.  And if Ganz gets away,
			you're gonna be sorry we ever met.

					HAMMOND
			Shit.  I'm already sorry.

	Cates yanks on the cuffs.  They move away.

					?
			TRANSITION.

	OUTSIDE THE JAIL - DAY

	CATES LEADS HAMMOND OUT.  THEY HEAD FOR CATES' BATTERED
	CADILLAC.

					HAMMOND
			This your car, man?

					CATES
			Yeah.

					HAMMOND
			It looks like you bought it off
			one of the brothers.

	As they approach the car...

					CATES
			Okay, let's get down to it.  I did
			my part and got you out.  So now
			you tell me where we're goin'?

					HAMMOND
			Don't worry, I got a move for ya.
			An awesome move. A guy named
			Luther. Ganz'll be paying him a
			visit.  We go to him right away.

					CATES
			Luther was part of the gang?

					HAMMOND
			What gang you talkin' about, Jack?

					CATES
			I can read a police file,
			shithead, and quit calling me Jack.

					HAMMOND
			Just an expression man, don't mean
			nothin'.

	Cates gets behind the wheel and kicks the engine over.

					CATES
			I don't give a damn.  It happens
			to be my name.

					HAMMOND
			Then what're you complainin'
			about? At least nobody's calling
			you shithead....

					CATES
			I may call you worse than that.

	Cates drives off.

	EXT. STREET - MISSION DISTRICT - DAY

	Cates' Cadillac purrs into view, entering a deserted street
	within a rundown neighborhood.

	INT. CADDY

	Hammond seated next to Cates.

					HAMMOND
			Just up the street, the other
			side, over there ... Now, don't
			bother knockin' on the door.
			Luther ain't the kind of guy that
			looks for company.

					CATES
			Your pal nuts enough to take a
			shot at me?

					HAMMOND
			Luther ain't the reliable type. I
			don't want you shot yet, Cates ...
			not before you been a help to me.

					CATES
			I'm helpin' you, huh?

	Hammond smiles.

					HAMMOND
			Yeah. Didn't you know that?

	STREET

	The Caddy pulls to a stop.

					HAMMOND
			Over there...232...

	Cates double-checks his .38.

					HAMMOND
					 (continuing)
			You better let me borrow one of
			those.

	Cates smiles.

					CATES
			Sure thing, asshole.

	Handcuffs Hammond to the door handle.  Grabs the car keys.

					CATES
					 (continuing)
			You just hang on.  And hope this
			big move of yours turns out to be
			something. Opens the car door.

					CATES
					 (continuing)

	LUTHER'S VICTORIAN

	Cates knocks at the door. Nothing. Knocks again ... no
	response.. From inside, he hears a faint noise but no
	response to the knock. Holding the .38 in one hand, Cates
	tries the knob with the other. The door opens. Cautiously,
	Cates steps inside.

	INT. LUTHER'S VICTORIAN

	Long corridor ahead. No sign of Luther.

	CATES

	Moves down the corriaor, checks the rooms off to one sides.

	LUTHER LUTHER

	slips into the hallway behind Cates... Cates turns just as he
	gets to the kitchen. Luther holds a gun. Cates drops to a
	crouch and aims the .38. Luther whirls and fires at Cates. As
	wood and plaster fly out all round him, Cates makes a running
	dive for the floor. Luther runs out before Cates has
	regainehis feet.

	STREET

	Luther rushes out the front door and heads toward the
	Cadillac.

	HAMMOND

	Watches as Luther heads down the sidewaltoward him. As he
	starts to pass by... Hammond steps out suddenly... Flattens
	him with the car door. Luther drops, stunned. Hammond, still
	restricted by being cuffed to the door handle, reaches and
	grabs his pistol.

					CATES
			Hammond, Drop the Goddamn gun.

	Hammond looks up. He sprints across the pavement. Aims his
	gun at Hammond.

					HAMMOND
			Quit playin' cop and undo this
			cuff, Jack, I need to talk to this
			man.

					CATES
			I'm tellin' you to drop the Goddam
			gun.

					HAMMOND
			I got a whole thing about people
			pointin' guns at me.

					CATES
			Just throw me the Goddamn gun.

	Long moment. Then Hammond smiles and tosses him Luther's
	pistol.  Luther groans. Cates puts his foot on Luther's belly
	and pulls himself into a standing position, cuffs him.

					HAMMOND
			Luther, I always told you the
			physical side of life wasn't your
			gig.  Look at you, all messed
			up... Course you never were much
			in the snappy dresser department,
			were you?

	Cates now has Luther ready to be questioned.

					CATES
			Come on, talk to him.

	Hammond turns to smile at Luther.

					HAMMOND
			What's happening, Luther?

					LUTHER
			I thought you were inside...

					HAMMOND
			Meet my travel Agent.

	Luther leans forward, looks straight at Cates.

					LUTHER
			A cop...

					CATES
			I sure ain't his fairy
			godmother... now I'm looking for
			Ganz...where is he?

					LUTHER
			Haven't seen him for years. That's
			the truth.

					CATES
			You just took a shot at me,
			asshole. I think you do know where
			he is.

					LUTHER
			Who gives a fuck what you think?

	Cates grabs the still open Cadillac door, slams it into
	Luther. He falls backwards. Cates looks at Hammond.

					CATES
			Hey, this works pretty good.

					HAMMOND
			Thank you.

					CATES
			Want to try it again?

	Luther sits up again, glares at Cates.

					LUTHER
			Ganz and Billy got my girl,
			Rosalie.

					CATES
			I think I met her.  Now tell us
			something we don't know, like
			where they stashed her.

					LUTHER
			I don't know.

	Cates slams the car door agains him again.

					HAMMOND
			I gotta tell you he's having a
			ball with this car door, Luther...
			You'd better think of somethin' to
			tell him.

	Luther besitates...flashes a look at Hammond, who sends him
	a silent fleeting reply.  Maybe Cates sees this. Maybe not.

					LUTHER
			He ... he wants me to help him
			skip town.

					CATES
			When? How?

					LUTHER
			I dunno ... he's gonna call me...

	Another look at Hammond.

					LUTHER
					 (continuing)
			He's gonna call me on...Tuesday.

	Something's wrong with all this.  Cates isn't sure just what.
	Not yet. He looks at Hammond.

					CATES
			What do you think?

					HAMMOND
			I think you better put him on ice,
			man.

					CATES
			He's gotta take that call ... if
			there is one.

					HAMMOND
			If you let him run around till
			Tuesday, he's gonna run right to
			Ganz and warn him. Ain't you,
			motherfucker?

	Luther makes a play toward Hammond, who laughs, doesn't even
	flinch.

					HAMMOND
					 (continuing)
			Luther, are you angry with me?

	Cates wrestles Luther into the back seat, turns to Hammond.

					CATES
			I don't know what the hell you're
			smiling about, watermelon. Your
			big move turned out to be shit.

	HAMMOND Just stares at Cates, keeps smiling...

	TRANSITION.

	BOOKING - POLICE PRECINCT - NIGHT

	Two Uniforms follow a sullen Luther, Cates and Hammond to the
	DUTY SERGEANT... Cates speaks to him through the small
	window.

					CATES
			Assault on a police officer with
			a deadly weapon.  Carrying a
			concealed weapon.  Resisting
			arrest, Disturbing the peace.
			Public nuisance...

	The Sergeant begins typing out an arrest form.

					CATES
					 (continuing)
			I'll think up a few more and file
			the report tomorrow.

	Cates looks back at Hammond as Luther is hauled away.

					CATES
					 (continuing)
			Come on, I gotta make a phone call.

	As they move through the honeycomb of office partitions.

					CATES
					 (continuing)
			You stay with me.

	Cates picks up the phone on the other side of the booking
	desk. Dials ... waits for a response as TWO HOOKERS are led
	past by an Arresting Officer. Hammond gives them the eye.

					CATES
					 (continuing)
			This is Jack Cates. Any messages?

	ELAINE'S APARTMENT

	Elaine is on the kitchen phone, speakingwhite putting her
	coat on over her uniform for the evening.  One look at the
	way it is cut and you know why she hates her job.

					ELAINE
			Just one.  Some lady called.  Said
			she's a little hot-headed
			sometimes... But she still wants
			her occasional roommate. She'd
			like to talk it over after she
			gets off work tonight... if it's
			humanly possible....

					CATES
			Elaine, look, I'm in the middle of
			sone stuff right now... I'm not
			gonna have time to come by. I
			don't know when I can get there.

	Her face falls. Making the offer was hard enough.

					ELAINE
			Come on, Jack ... you're making me
			work too Goddamn hard at this...

	Jack is very irritated by this turn of events.

					CATES
			Listen, Goddamn it if you think
			I'm happy about it, you're nuts.
			I just gotta take care of a few
			things, okay?

					ELAINE
			This is not the way people who
			care for each other are supposed
			to behave.

	Cates says nothing.  She hangs up angrily.

	BOOKING

	Hammond is working on the girls.

					HAMMOND
			Excuse me, ladies, you seem to be
			in need of assistance.

					HOOKER TWO
			Look, we got enough problems, we
			don't need no tight-ass court-
			appointed lawyer trying to
			bullshit us!

					HAMMOND
			Sweetheart, I'm not trying to
			bullshit you. I don't know whether
			or not you ladies heard but the
			city is coming down real hard on
			people practicing unlawful carnal
			knowledge.

					HOOKER ONE
			So what are you trying to say,
			fella?

					HAMMOND
			I'm trying to say that you're not
			just walk in that courtroom and
			get gonna slapped with a $50 fine
			and be back on the street turning
			tricks tonight. You both are going
			to do some time. About 30 days
			each... Unless, of course,we talk
			real business.

					HOOKER TWO
			So where do you want to do it,
			honey? You wanna hop up on the
			counter?

					HAMMOND
			No, we can go to the back room.

	Cates walks over and pulls him by the shoulder.

					CATES
			We're on the move. Let's go. As
			they walk toward a corridor.

					HAMMOND
			Do you know how close I was to
			getting some trim.  And you
			fucked' it up.

					CATES
			Yeah, well, my ass bleeds for you.
			And I didn't get you out so you
			could go on a Goddamn "trim"
			hunt... stop moaning.

					HAMMOND
			Speakin' of moans my Stomach is
			startin' to growl.

					CATES
			We eat when I say we eat.

					HAMMOND
			Bullshit ... I ain't moving  till
			I get something to eat. You've
			been treating me like shit ever
			since I came out here.  If you
			don't like it, you can take me
			back to the penitentiary and kiss
			my hungry black ass good-bye.  And
			I want some food some place nice..
			Some good people, nice music...

					CATES
			Yeah, I'm hungry too. I know of a
			place. Let's go eat.

					HAMMOND
			Yeah, I want mandolins, flowers...
			They move off down the corridor.

	TRANSITION.

	UNDERGROUND PARKING LOT - NIGHT

	INT.  POLICE HEADQUARTERS

	Cates and Hammond at a candy machine.  Cates drops in a
	quarter, throws Hammond a candy bar...

					CATES
			There's your God-damn dinner. Now,
			let's go.

	They move toward a row of parked cars.

	AT THE CADDY

					HAMMOND
			Who'd you call on the phone back
			at the booking station?

					CATES
			Just get in the car and keep your
			mouth shut.

	Hammond gets in the car as Cates readjusts Elaine's scarf on
	the mirror.

					HAMMOND
			Must of been your lady friend...

	Cates frowns at him.

					HAMMOND
					 (continuing)
			You really do have onoe, huh,
			Jack... what's her problem besides
			you?

					CATES
			She's got the same complaint as
			half the Goddamn population.  She
			can't get the job she's trained
			for and it pisses her off...
			Anyway, what the fuck do you care?

	Cates climbs in behind the wheel of the Cadillac.

					HAMMOND
			No, man, tell me about her.  In
			jail they got me surrounded by
			guys wearin' blue suits twenty-
			four hours a day.  And I ain't
			built for that. Really?  With the
			clothes you got on you look like
			you'd love it.

	Cates takes a belt from his flask.

					CATES
			Now, where we goin', convict?

					HAMMOND
			Mission District.  Gonna find us
			an Indian.

	Cates starts the motor, slams it into gear.  Accelerates out
	to the street.

	TRANSITION.

	EXT.  CITY STREET NIGHT

	Cates and Hammon booming along in the Caddy.

					HAMMOND
			Come on, Jack.  I want to hear
			about your girl.  When were you
			with her last ... You get what I
			mean?

	Smiles. Cates smiles back at him, almost cruelly

					CATES
			I don't give out the details.

					HAMMOND
			Last night, two nights ago, three?

	Cates keeps smiling.

					CATES
			Last night.

					HAMMOND
			You have a good time?

	Pained expression on Cates' face as he comes back to reality.

					CATES
			Sure.  Then we had a fight this
			morning.

					HAMMOND
			At least you took care of business
			and got the important part in
			before she came down on you...Tell
			me a little about her.  She got
			great tits?

	Cates gives him a hard look.

					CATES
			I get the feeling it's going to be
			real long night.

	They keep driving.

	TRANSITION.

	MISSION DISTRICT - STREET - NIGHT

	The Cadillac drives slowly past a bar called Torchie's.
	Stops at the end of the block.

					CATES
			Well?

					HAMMOND
			It's a long shot, but...Billy used
			to tend bar here a few years back.
			I heard him talk about it.

					CATES
			This part of town, they'll make us
			for heat the second we walk in.
			Just back me up like you've got a
			piece...

					HAMMOND
			Back you up?  Now why would I
			wanna do that?

					CATES
			If they kick my ass, they'll sure
			as hell carve yours up...

					HAMMOND
			But you can handle it all right,
			huh? Real amazin' how far a gun
			and a badge can carry some cats...

					CATES
			Bullshit.  Attitude and experience
			get you through...

	Cates and Hammond step out, glance toward the bar.

					HAMMOND
			I been in a lot of bars where a
			white cop rousted me and some of
			the brothers. All those clowns
			ever had going for 'em was a gun
			and a badge...

					CATES
			You need five years training to
			handle a joint like...

	Hamnond's had enough of this debate.

					HAMMOND
			Hey, you wanna bet?

					CATES
			I got two problems.  Number one,
			I'm not playin' games.  Number
			two, you got nothin' to bet with.

					HAMMOND
			If we come outta this joint with
			Ganz' phone number, or a dead
			Indian, or anything else useful,
			then you could turn the other way
			for half an hour while I get
			laid...

					CATES
			Why?  Anybody that talks about
			women as much as you do probably
			can't get it up anyway.

					HAMMOND
			That's never been one of my
			problems.

			Now, stop stallin', man, or else
			admit all this professional stuff
			you're talkin' about is a crock of
			shit.

					CATES
			I'll tell you what happens if you
			lose... you tell the truth for
			once.

					HAMMOND
			What are you talkin' about?

					CATES
			You tell me what Ganz busted out
			for, he's after a lot more than
			just gettin' out of jail.  And
			whatever it is, you're part of it.

					HAMMOND
			I don't know what you're talking
			about. I just wanna see Ganz
			nailed.

					CATES
			The bet's off.

	Hammond thinks it over..

					HAMMOND
			Okay, if I lose, I'll tell you
			anything you want to know...

	Cates reaches into his pocket.

					CATES
			I'm gonna enjoy this ... here,
			I'll even loan you my badge.

					HAMMOND
			I thought you said bullshit and
			experience are all it takes.

	He takes the badge anyway as they head for the entrance.

	TORCHIE'S WESTERN BAR

	They step inside. Hammond reacts to...

	REDNECK CITY

	Longhorns mounted over the bar, Rebel Flags, Lone Star Beer,
	armadillo posters. Even the waitresses wear Stetsons.
	Rockabilly pounding from the jukebox. A Cowgirl Stripper is
	doing the grind on a small podium.

					HAMMOND
			This place don't seem real popular
			with the brothers.

					CATES
			My kind of place. I always liked
			country boys.

	Cates smiles, finds a table in the corner. A Cowgirl comes
	over to take his order.

	HAMMOND

	Takes a deep breath, moves toward the bar. Smiles at the good
	ol' boys. They don't smile back. He sits down at the bar.

					BARTENDER
			Yeah.

					HAMMOND
			Vodka.

					BARTENDER
			Maybe you better have a Black
			Russian.

					HAMMOND
			No, man, I think I'll have a vodka.

	Hamnond looks around the room.

	THE BARTENDER

	places a glass in front of him, picks up the dollar as
	Harmond flashes Cates' shield.

					HAMMOND
			You know a big Indian named Billy
			Bear?  He used to work here.

	The Bartender shakes his head, gives him a scowl.

					BARTENDER
			Never heard of him.

	Hammond lifts the shot glass and throws it through the mirror
	behind the bar. Sudden silence throughout the room.

					HAMMOND
			Now how's your memory doin'?

					BARTENDER
			Fuck off.  I don't know what the
			hell you're talkin' about.

					HAMMOND
			Maybe I better ask around, see
			what your pals think.

					BARTENDER
			I don't give a shit who you ask.

	The Bartender walks down toward Cates.

	HAMMOND

	Moves away from the bar. He stops at a booth occupied by

	FOUR COWBOY PUNKS,

	one a very big man.  Hammond grabs him by the arm and pulls
	him up.

					HAMMOND
			Up against the wall, cowboy.

	The Punk breaks free, aims a massive haymaker at Hammond.
	Gets a right to the stomach for his trouble.

					HAMMOND
					 (continuing)
			Now, I said get over there by that
			wall ... You hear me,
			motherfucker...

	Looks at the others.

					HAMMOND
					 (continuing)
			Move it, rednecks.  On your feet...

	He grabs the next by the arm, yanks him up.

					HAMMOND
					 (continuing)
			Over there...move your ass. Some
			of you rednecks seem a little hard
			of hearing, so I'll repeat it for
			everybody... I need word on the
			whereabouts of an Indian that goes
			by the name of Billy Bear. It's a
			police matter and you all look
			like you'd just love to
			cooperate...

	CATES Quietly sips his beer. The other occupants of the bar
	watch Hammond herd the four Punks to the end wall.

	A BIG COWBOY

	when Hammond isn't looking, he dashes toward the exit, Cates
	puts out a leg. Sends the Cowboy crashing into a crowdedtable.

	HAMMOND

	Turns around at the noise.

					HAMMOND
					 (continuing)
			That wasn't necessary, buddy. I
			got this under control.

					CATES
			Some of us citizens are with you
			all the way, Officer.

	The Redneck Punks are now spread-eagled against the wall.
	Hammond searches the first. He drops a wallet on the floor
	and moves to the second. A switchblade, some credit cards and
	another wallet fall to the floor. The last Punk has only a
	roll of bills.  Hammond holds the money up to his face.

					HAMMOND
			You're in trouble, big trouble, so
			you better start talking. Where'd
			a boy like you make a score like
			this?

					PUNK
			It's mine, what the hell...

					HAMMOND
			You must a rolled somebody.  They
			don't let punks like you take jobs
			that pay this much ... you sure
			you don't know a dangerous Indian,
			because unless you start talkin'
			I may just have to start looking
			down your pants with a
			flashlight...

					PUNK
			What kind of cop are you, anyway?

					HAMMOND
			I am your most terrible nightmare
			... a bad nigger with a badge that
			entitles him to kick your ass...

	Hammond turns to the Bartender...

					HAMMOND
					 (continuing)
			One of them is under-age.  Another
			attacked a police officer. And you
			know I ain't found what I came
			lookin' here for yet...

	Walks back to the Bartender.

					HAMMOND
					 (continuing)
			The tall one had a weapon ... you
			want me to keep on makin' a list,
			or you got the picture yet?

	He reaches for a towel under a pyramid of bar glasses. Jerks
	the towel, the pyramid capsizes onto the floor. Huge crash as
	the glasses break into a million fragments.

					HAMMOND
					 (continuing)
			Looks like you're on your way to
			bein' outta business, redneck...
			Now, let's see what can we fuck
			with next?

	The Bartender doesn't have the look of a happy man.

					BARTENDER
			Okay, okay.  The Indian hangs out
			with a girl down the block. Right
			where Chinatown starts.  She lives
			on top of the hardware store.

	Hammond turns, grins at Cates. As far as he's concerned, he's
	won the bet.  Cates nods, slips out the door.

					HAMMOND
			I don't give a damn about his
			girl...

					BARTENDER
			Look, give me a break, you're
			going to have to settle for her
			place.  It's the only thing I know.

	He looks desperate.

					BARTENDER
					 (continuing)
			I'm tellin' ya, I'm giving you all
			I know.

					HAMMOND
			Try obeyin' the law once in
			awhile, and I won't have to hassle
			you...

	Turns to go, then turns back.

					HAMMOND
					 (continuing)
			But remember this, cowboy, there's
			a new sheriff in town.

	Smiles, turns and goes.

	TRANSITION.

	STREET - ACROSS FROM TORCHIE'S - NIGHT

	Hammond steps out of the bar.  He crosses to Cates by the car.

					CATES
			I think you got something for me.

	Pause.

					CATES
					 (continuing)
			The gun you took off that redneck
			in there.

	Hammond smiles.

					HAMMOND
			You made that move, huh?

					CATES
			While you're at it, You can give
			me the switchblade, too.

	Hammond reluctantly takes out a .22 automatic, slams it down
	on the hood of the car.

					CATES
					 (continuing)
			Credit cards?

	Hammond hands them over with the knife.

					HAMMOND
			You already got a gun and you owe
			me a piece of ass.  I'll settle
			for the gun you just took.

	A long moment. Then Cates slowly lifts the .22 automatic.

					CATES
			You did a real good job... Guess
			you deserve a reward.

	Removes the clip.  Throws it across the street. Hands Hammond
	the automatic.

					HAMMOND
			Motherfucker.

	He throws the gun away.

					CATES
			I sure am. Now let's go get us an
			Indian.

	They walk up the block.

	TRANSITION.

	STREET - CHINATOWN - NIGHT

	Neon signs with Sino lettering.

	CATES AND HAMMOND

	Walk down the street, spot a shop with a window display of
	tools.  Look up at the darkened apartment windows. They walk
	to the end of the block.

	ALLEY

	Stairwells lead to each apartment above the shops. Cates and
	Hammond move along the buildings... Arrive at the back of the
	hardware store. Quietly, they start to ascend the stairs.

	STAIRWELL

	The metal steps extend onto a platform by the back door.
	Cates leans over the railings to look through the adjacent
	window. Between the drawn curtains, a flickering glimmer from
	a TV set. On the tube, various poses from stridently
	exercising women.

					HAMMOND
			What the shit is that?

	Looks again. A female form passes by, goes out of the room.

					CATES
			There.

					HAMMOND
			Must be billy's girl.

					CATES
			Come on.

	DOORWAY

	Cates gestures to the door lock. Hammond fiddles with it for
	several moments. The door swings open. They step into a
	darkened room.

	APARTMENT

	Cates takes the .38 from his pocket. He stops near the open
	bedroom doorway. He looks at Hammond and then both men step
	quickly into the room.

					CATES
			Police! Nobody move!

	Hammond reaches for the light switch. Takes a heavy blow.
	Slumps against the door. A Woman's voice screams out.

					CATES
					 (continuing)
			Stay where you are!

	The light goes on. Cates' gun points at a YOUNG WOMAN (CASEY)
	in a flimsy dressing gown. Saturday Night Special held
	between her palms, police style... A SECOND WOMAN (SALLY)
	stands beside Hammond at the light switch. Larger and
	slightly older than the first, she wears a man's shirt. Holds
	a baseball bat in her right hand.

					SALLY
			You better drop it or he's gonna
			get another one.

					HAMMOND
			Hey, talk to here jack.  I don't
			feel like gettin' number two along
			side of the head.

					CATES
			I said police.  Now drop the
			goddamn gun.

					CASEY
			Don't give me that police shit.
			You drop it.

	Pause.

					CATES
			Okay, look, don't shoot.  I'm just
			reachin' for my badge.

	Cates takes out his badge-Shows it to Casey.

					CASEY
			I don't like this bullshit. I've
			seen fake badges before.

					HAMMOND
			I'll tell you something lady, this
			guy is a real nervous cop - He's
			just liable to pull the trigger.

	Cates takes two steps toward Casey...

					CATES
			Naw, I'm the calm type.  I know
			you don't want me to shoot you,
			and I know that you don't want to
			shoot me.

	He takes two more steps toward her.

					CATES
					 (continuing)
			Shooting a cop puts you away for
			a long time.

	Holds out his hand.

					CASEY
			You assholes better be real.

	She hands Cates the gun. Sally prods Hammond with the
	baseball bat.

					SALLY
			Just wait a Goddamn second here,
			let's see your badge...

	He snatches the bat out of her hands.

					HAMMOND
			Don't have one.

					SALLY
			I knew it.  Call the cops.

	Casey walks over to the phone.

					CATES
			Tell them it's Cates, Detective
			31st District.  Then put your
			clothes on. If you don't answer
			some questions I'm taking both
			your asses in.

	After a moment, Casey puts down the phone.

					CATES
					 (continuing)
			Now, let's cut out the crap, which
			one of you sees Billy Bear?

					SALLY
			None of your business, cop.  The
			son of a bitch isn't here, and he
			isn't coming back.

					CATES
			You can do better than that.

	Turns to Casey.

					CATES
					 (continuing)
			How about it?

					CASEY
			I used to go with him...I don't
			know where the hell he is.  I
			haven't seen him for two weeks.
			And I don't think I will.  He owes
			me money...

					SALLY
			He's a Goddamn lowlife, the way he
			treated her.

					CATES
			Sounds like a real stormy romance.

					CASEY
			I don't much care what it sounds
			like to you, Cop. All I know is
			that I went a few laps around the
			track with him and I ended up with
			nothin' but the short end of the
			stick.

	Cates looks over at Hammond.

					CATES
			Let's go.

					HAMMOND
			Wait a minute.  Maybe these ladies
			would like to go a few laps with
			us.  How about it? I been nearly
			three years in prison and...

					SALLY
			Fuck off.

					CATES
			Come on...

	Hannond starts for the door with Cates.

					CASEY
			If you find that bastard, Billy,
			tell him to stay out of my life.
			I don't need any more of his macho
			bullshit.

	TRANSITION.

	STREET  CHINATOWN - NIGHT

	The two men walk among the bright neon lights. Neither of
	them very happy.

					CATES
			This sucks.  A maniac gets hold of
			my gun and goes all over the
			streets killing people with it.
			So, instead of me being where I
			oughta be, which is in bed giving
			my girl the high, hard one, I'm
			out here doing this shit, roaming
			around with some overdressed,
			charcoal-colored loser like you.

					HAMMOND
			You wanna leave, man?  Let me take
			care of Ganz all by myself.

					CATES
			You?  Don't make me laugh.  You
			can't take care of shit.  You've
			been dicking me around since we
			started on this turd-hunt.  All
			you're good for is games... So
			far, what I got outta you is
			nothin'...

					HAMMOND
			I'm impressed with you too, Jack
			you did a real good job of busting
			up a couple of dykes bedded down
			for the night.

					CATES
			Luther knew more than he told me
			and so do you...Now you better
			tell we what the fuck this is all
			about.  I gave you 48 hours to
			come up with something and the
			clock's runnin' ...

	A long look at Hammond.

					HAMMOND
			Maybe I don't like the way you ask.

					CATES
			Who gives a Goddamn what you
			think? You're just a crook that's
			got a weekendpass ... You're not
			even a name anymore. Just a spear-
			chucker with a Goddamn number
			stenciled on the back of his
			prison fatigues...

	They walk past.

	TRANSITION.

	STREET ACROSS FROM TORCHIE'S - NIGHT

	They two men walk toward the Cadillac.

					CATES
			Okay, Reggie, I'm done playing
			around. I want to know what's
			going on and I'm going to beat the
			living shit out of you until you
			tell me.

	Hammond goes into a street rap.

					HAMMOND
			You beat the shit out of me?
			Don't make me laugh, sucker.  You
			don't know how I'd dance on your
			face?  I'll hit you so hard, so
			many times, you'll wish you'd
			never been hatched.  I'll turn
			your face into cottage cheese.
			I'll make your girl think you been
			takin' ugly pills.  She won't even
			know who you are, sucker.

	They stop by the car. Cates takes the gun out, lays it on the
	hood.  Hammond stares at him. Cates next takes out his
	wallet, shows Hammond his badge, then lays the badge on the
	car fender... Smiles.

					CATES
			I guess the first thing I ought,
			to explain to you, nigger, is I
			fight dirty.

	Hits Hammond a tremendous right hand full in the face.
	Hammond sags, grabs onto the car fender for support. Cates
	hesitates ... and Hammond kicks out, sending the partially
	open car door slamming into Cates. Cates sprawls.

					HAMMOND
			So do I.

	Hammond aims a kick at Cates' head.  Cates blocks it with
	crossed forearms, grabs, twists.  Hammond tumbles, rolls away
	from Cates.  Both men struggle to their feet, circle each
	other.

	Hammond moves in only to receive twoquick blows from Cates,
	a bit sooner than he expected.  Cates smiles.

	Hammond dances in and out... Cates' breathing becomes more
	labored. His windmill attack penetrates Cates' defense. Cates
	clears his head, charges, bull-like ... His rush and greater
	bulk send both of them crashing into some trash cans and a
	brick wall.

	Hammond is faster...

	Cates is much stronger; Both men on their knees. They look at
	one another. Silently, they move to their feet. Hammond's
	back is to a wall... Cates keeps him there, negates the
	lighter man's agility. They slug away, each now arm-weary...
	Exchange a dozen blows. Finally, Cates steps back, arms at
	his side... Breath coming like a bellows...

	Hammond has to hold on to the wall; one more punch would put
	him out.

					CATES
			Now, you bastard, you going to
			tell me what's going on...

	Puffing away.

					CATES
					 (continuing)
			... Do I have to kick the shit out
			of you some more.

	They stand facing one another. Hammond smiles. A black-and-
	white comes roaring up the street. Sirens howling, red lights
	flashing, it slides to a stop. TWO UNIFORMED COPS jump out,
	guns drawn.

					FIRST COP
			All right, you two.  Don't move.

					CATES
			NO, no...it's okay...I'm police.

					SECOND COP
			Yeah, sure.  Get your hands above
			your head.

	He keeps his gun trained on Cates,and Hammond.

					CATES
			My gun and badge are over there.
			And I'm too fucking tired to raise
			my hands...

	Hammond rubs the side of his face. Cates falls back against
	the patrol car. Still fighting for breath. The First Cop
	lifts Cates' wallet off the Cadillac and looks at his badge,
	shows it to the other cop.

					FIRST COP
			What the hell's going on here?

	Cates walks over, pockets his gun.

					SECOND COP
			I've got a burglary call.  Two
			women say a couple of hoods broke
			into their place posing as cops.

					CATES
			I was following a lead.  We
			rousted them... Go up and sweet
			talk 'em.  You can straighten it
			out.

	The First Cop checks out Cates' badge and I.D.

					FIRST COP
			Why don't you do it?  We got
			better things to do than
			straighten out your messes.

					CATES
			So do I. I'll file a report
			tomorrow.

	The First Cop takes out his book, starts writing.  He's
	pissed.

					FIRST COP
			I gotta file a..Report tonight
			asshole...

					CATES
			Goes with the territory.

	He grabs Hammond and they head for the Cadillac.

	TRANSITION.

	ALL-NIGHT GAS STATION

	Cadillac parked behind the service area.

	RESTROOM

	Hammond looks' up at his bruised face in the mirror, then
	washes up.  Cates is one step ahead of him. He rolls up a
	piece of the wet towel and inserts it over his bleeding gum.

					HAMMOND
			Too bad we got interrupted when we
			did.  I was getting ready to
			finish you off.

	Cates straightens up from the wash basin.

					CATES
			Yeah, right.  You want to try
			again?

					HAMMOND
			Naw, you'd just call your pals
			back to bail you out one more time.

					CATES
			They saved your ass, convict.

					HAMMOND
			One thing's for sure, Jack.
			That's how you'll tell the story.

	Cates dries off his face, starts out of the washroom.

					CATES
			I'll even put it in my report that
			way.

	The door closes behind Cates. Hammond leans back toward the
	mirror, nudges a tooth with his finger.

					HAMMOND
			Motherfucker.

	GAS STATION PARKING LOT

	Cates leans on the Cadillac as Hammond emerges. Hammond
	starts for the passenger side.

					CATES
			Wait a minute.

	Hammond stops.

					CATES
					 (continuing)
			You come clean or we're going to
			go again.  Right here, right now.

	Pause.

	A long moment; Hammond decides be has no choice.

					HAMMOND
			I been waiting a long time for
			some money.

					CATES
			How much?

					HAMMOND
			Half a million.

					CATES
			Jesus.

	Hammond smiles his meanest smile.

					HAMMOND
			How's that for a number to give
			you heart failure? Guess you might
			start to get the picture after
			all. Mlaybe you're on the wrong
			side of the old law and order
			business..

	Cates is unmoved.

					CATES
			Just tell me about the money.

					HAMMOND
			Me and my bunch hit a dealer in
			the middle of a sale. It's the
			kind of money nobody ever reports
			stolen. I was sittin' pretty,
			livin' in the high cotton, then
			somebody fingered me for another
			job. ... Some psycho who's out
			there capping people with some
			cop's gun.

					CATES
			He's after your money.

					HAMMOND
			You catch on real fast...Okay,
			Jack, let's talk deal. How much of
			my money you gonna let me keep?

	Cates just looks at him.

					HAMMOND
					 (continuing)
			We split 50-50?

					CATES
			Not likely, convict.

					HAMMOND
			You gonna let me keep any of it?

					CATES
			Depends on how things work out. I
			believe in the merit system. So
			far you haven't built up any
			points.

	He smiles.

					HAMMOND
			Okay, from now on, I'm gonna be
			real good, Jack.

	Cates smiles back.

					CATES
			Where's the money?

					HAMMOND
			In the trunk of a car.  A lot
			better than under a mattress,
			right?

	Cates smiles.

					CATES
			Right, partner.

					HAMMOND
			Get this. We ain't partners. We
			ain't brothers. We ain't friends.
			If Ganz gets away with my money,
			you're gonna be sorry we ever met.

					CATES
			Yeah.  Right.

	They get into the Caddy. Boom away.

	TRANSITION.

	The Cadillac moving through the city... Clock on the
	dashboard showing 4 a.m. Cates at the wheel.

					CATES
					 (continuing)
			Where's the goddamn car?

					HAMMOND
			You're a real case, you know that,
			Jack?

	Smiles.

					HAMMOND
					 (continuing)
			This'll show you how smart I am.
			I got it parked.

					CATES
			...For three years?  Let's hope it
			wasn't a tow-away zone.

					HAMMOND
			You just drove by it.

	The Cadillac makes a screeching U-turn,i swings into the curb.

	Cates leans out, looks at...

	PARKING BUILDING

	Narrow, multi-storied, with a garage-like opening and
	signals... proclaiming 'Weekly-Monthly-Long Term."

	CADILLAC

					CATES
			Okay, now what?

	Hammond gets out of the car.

	Stands on the sidewalk.

	Stretches.

	Then gets into the back seats.

					HAMMOND
			Since you're wired on benniest you
			get to stay up and stare at the
			building. I'm  tired, so I'm going
			to sleep. They take Sunday off.
			Place opens at seven o'clock
			Monday morning. Wake me up at a
			quarter till...

	Cates stares at the place.

					CATES
			You son of a bitch. You knew where
			the money was all along and all we
			had to do was come here and wait.
			I almost got my ass blown off
			twice tonight for nothing.

					HAMMOND
			I wasn't sure the money was still
			there until we saw Luther. You
			almost got your ass shot off for
			nothing once, not twice, Jack.

					CATES
			Shit.

	THE CITY

	Beyond the skyline, grey streaks of dawn etch the sky.

	TRANSITION.

	The Cadillac is pulled up facing the streets down the block
	from the parking sections Cates walks in through the lot
	entrance. Threads his way between the lines of parked
	vehicles Tired and haggard, he carries a paper bag filled
	with quick-order food.

	CADILLAC

	Hammond stretches on the back seat.  Cates slams the door
	shut.

					CATES
			I don't want you sleeping on the
			job.

	Hammond yawns, eases himself into a sitting position.

					HAMMOND
			The place opens in five minutes.
			Ganz ought to be here soon...

	Cates tears the paper bag open. Passes a cup of coffee and
	donut back. He sips his own coffee, adds some whiskey from
	his flask... pops another bennie.

					CATES
			You took a big chance, leaving
			this here all this time.

					HAMMOND
			Not really.  I figured Ganz was
			put down for a long time.  And I
			knew Luther would never job me on
			his own.  He's too chickenshit.

					CATES
			Guess what?  Luther just got in
			line.

	Hammond sits up.

					HAMMOND
			What?

					CATES
			Musta got some primo bondsman.

					HAMMOND
			Jesus Christ.  That's a disgrace
			The guy pulls a gun on a cop and
			he's out in 24 hours.  I tell you
			some of the courts these days are
			just a fucking revolving door.

	INT. PARKING LOT BUILDING

	Luther walks up to the window where a bored ATTENDANT reads
	a comic book.

					ATTENDANT
			Yeah?

					LUTHER
			I want to pick up my car.

	He passes across a faded form.

					ATTENDANT
			Name?

					LUTHER
			Hammond.

	The Attendant examines the form, surprised.

					ATTENDANT
			This is three years old.

					LUTHER
			Yeah, I've been busy.

	The Attendant opens a key file, begins rummaging in it.

					ATTENDANT
			We don't wash 'em, ya know.

					LUTHER
			How about chargin' the battery?

					ATTENDANT
			That we do. And we put air in the
			tires. I'll even sell you some gas
			if you need it.

					LUTHER
			Great, just great.

	The Attendant finds the key, exits the booth. Luther follows
	to an elevated stack of cars. The Attendant throws a switch,
	the stack of cars begins to move.

	STREET

	Luther drives down the exit ramp in a dated Porsche
	convertible.

	The car is covered with a uniform coat of dust, except for
	the windshield which has been wiped hastily clean.

	Luther waits for a break in the flow of traffic, drives out.

	Another street

	Luther turns onto a side street and then suddenly Cate's
	Cadillac appears ... starts to tail the Porsche.

	CADILLAC

	Cates follows Luther through several turns.

	The Porsche jerks whenever it speeds up or slows down.

					HAMMOND
			Jesus Christ, look at all the dust
			on my car...why in the hell don't
			he take it to a car wash?

					CATES
			Didn't know you darker people went
			in for foreign jobs.

					HAMMOND
			I had no choice. Some white
			asshole bought the last piece of
			shit skyblue Cadillac.

	ANOTHER STREET

	The Caddy follows the Porsche.

	INT. CADDY

	As they follow Luther.

					CATES
			You'd think the guy'd be smart
			enough to know he was being tailed.

					HAMMOND
			Tryin' to save his girl, man. He's
			in another world.

					CATES
			If I was his size and had Ganz on
			my ass, I'd  just leave town.

					HAMMOND
			I'm tellin' you the man's in
			love... he wants to be a hero for
			his girl.

					CATES
			Oh, yeah, does bein' in love make
			you stupid?

	ANOTHER STREET

	The Caddy follows the Porsche.

	As they follow Luther.

					CATES
			I suppose you'd never be like
			Luther and let a woman get to
			you...

					HAMMOND
			I let women get to me.  The quest
			for pussy is the meaning of life
			... I got my own personal
			philosophy about 'em.  Keep women
			separate from guns, money and
			business ... women are for
			spending money.  They got nothing
			to do with helping you make it.

					CATES
			That ain't philosophy.  That's
			common sense.

	ANOTHER STREET

	The Caddy follows the Porsche.

	INT. CADDY

	As they follow Luther.

					HAMMOND
			Say, do you always work people
			over like you did Luther?

					CATES
			If they don't tell me what I need
			to know...

					HAMMOND
			Doesn't it get... Tiring?

					CATES
			I'm not in this 'cause it's fun.
			I'm not into hitting guys 'cause
			it makes me feel good either... I
			do it 'cause it works-...

					HAMMOND
			You got a very depressing view of
			life, man... you gotta smile once
			in awhile...

	ANOTHER STREET

	The Caddy follows the Porsche.

	INT. CADDY

	As they follow Luther.

					CATES
			Maybe Luther hopes Ganz'll give
			him a piece of your money...

					HAMMOND
			If he's hoping that then he's
			dumber than I think he is, which
			would be amazin', cause I already
			think he's real dumb.

	ANOTHER STREET

	The Caddy follows the Porsche.

	INT. CADDY

	As they follow Luther.

					HAMMOND
			A long time agb Luther must of got
			the shit beat out of him so bad it
			just rattled his brain ... that
			would account for him making so
			many wrong moves in a row...

					CATES
			Yeah, it doesn't look like he's
			gonna make it as a dangerous tough
			guy...

	ANOTHER STREET

	The Caddy follows the Porsche.

	INT. CADDY

	As they follow Luther,

					HAMMOND
			You know, I'd be embarrassed if I
			let my wheels go the way you've
			done with this job.

					CATES
			What you don't understand is, I
			don't give a damn about how this
			thing looks.

					HAMMOND
			No class...

					CATES
			Class isn't somethin' you buy,
			punk. Look at you, five hundred
			dollar suit and you're still a
			lowlife.

	ANOTHER STREET

	The Caddy follows the Porsche.

	INT.  CADDY

	As they follow Luther.

					HAMMOND
			We're getting too close ... Cates,
			what's the matter, you been takin'
			dumb pills?

					CATES
			Yeah, most cops are pretty dumb...
			But since you're the one that
			landed in jail what's that make
			you?

	ANOTHER STREET

	Luther pulls over to curb and parks.

	CADILLAC

	suddenly swings over several lanes of traffic and parks in
	driveway of parking lot.

	LUTHER - CATES & HAMMOND'S P.O.V.

	He goes to the trunk. Rummages there ... picks up a flaming
	red suit.

	INT. CADILLAC

					CATES
			That Goddamn suit is yours?

	Hammond winces.

					HAMMOND
			That was in style a couple years
			back, man.

					CATES
			Right. if you ever switch from
			armed robbery to pimping, then
			you're all set.

	Under the suit is a nondescript attache case. Luther takes
	it, closes the trunk. Beads down the sidewalk.

	CADILLAC

					HAMMOND
			That's the money, Jack.

	They jump out of the car, follow on foot.

	STREET

	Luther hurries along the sidewalk.

	He reaches the corner, turns quickly...

	CATES AND HAMMOND

	Following a little way behind.

	They pause at the corner, watching the pedestrian traffic
	move by. Then turn down the cross street after Luther. Follow
	him down a stairwell.

	SUBWAY STATION - LOBBY

	Escalators and open stairwells. Luther enters and pauses by
	the doorway. Commuters crowd the counters and congregate near
	the stairwells. More people are seated along hard plastic
	seats. But no Ganz.  And no Billy.

	Luther moves further into the station.  Cates and Hammond
	enter. They keep Luther fixed between them, 50 feet ahead.
	Luther seems to be wandering He walks through the shop area
	and back toward the escalator. Hammond remains near the
	arcade while Cates blends in with the commuters. Luther puts
	the briefcase down at his feet and leans against a counter.
	Next to him, a loud troop of Boy Scouts marches by.  A crowd
	of people from the train area below flows through the lobby
	obscuring Luther from Hammond and Cates for a moment.  Cates
	steps out to get a better view and suddenly spots Ganz moving
	through the crowd toward Luther. Be looks over at Hammond
	across the station and motions.  Then they both start moving
	in on Ganz, trying to intercept him before he gets deeper
	into the crowd.

	Ganz moves cautiously through the station. A crumpled
	newspaper held absently in his hand. He scans the faces of
	the commuters and spots Luther. Fails to notice Cates and
	Hammond closing in on him from two directions.

	A PATROLMAN comes up. Starts chatting amiably with a Boy
	Scout next to Luther. Ganz hesitates in his approach. He
	motions Luther to move awaye, but Luther starts to panic when
	he sees Cates and Hammond closing in...

	Ganz reacts to Luther, turns and spots the two men. He makes
	an immediate break for open ground. The Patrolman sees Ganz
	start to run. The newspaper is thrown to the floor... Ganz
	swings Cates' .44 toward Hammond.

					PATROLMAN
			Hey--you!

	Ganz whirls, his feet slipping on the marble floor. His shot
	at Hammond goes plowing into the ceiling. The crowd starts to
	panic and run in all directions.

	The Patrolman has al ready brought his own gun out. Levels it
	at Ganz.

					PATROLMAN
					 (continuing)
			Put it down.

	BILLY BEAR

	Suddenly appears, Rosalie at his side. Billy Bear's .44
	blasts the Patrolman onto his back.

	Ganz comes up and scrambles through the screaming patrons.
	He, Billy and Rosalie head toward the escalator. Cates has
	already brought out his .38... Can't get a clean shot through
	the chaos.

	Hammond pushes his way through the crowd to Cates.

					HAMMOND
			Shoot the sons of bitches.

	Cates can't risk it...

					HAMMOND
					 (continuing)
			You don't want to chance it, then
			give me the gun...

	A moment.

					HAMMOND
					 (continuing)
			Bullshit. Then i'm staying with
			the money.

					CATES
			You stay with me...

					HAMMOND
			No way...

	Hammond starts after Luther. Cates turns, starts to aim at
	Hammond. Hesitates...

	PASSENGER WALKWAY

	Panic has overtaken everyone as they try to escape the madman
	with the gun.

	Ganz and Billy elbow and kick their way through the crowd,
	tugging Rosalie along...

	Cates, gun in hand, creates further-panic as he moves after
	Ganz.

	Ganz grabs a man beside him.

	Shoves him hard into the passengers in back.

	The man knocks over several more people creating a roadblock.

	Ganz vaults over the railing and starts for the trains.
	Cates loses a few more precious seconds grappling through the
	terrorized passengers...

	TRAIN AREA

	The usually jammed area looks like an empty stockyard. The
	patrons huddle in fear against any available wall.

	Cates bursts out of the stairwell...

	TUNNEL

	Red and green signal lights. The light goes red, a train
	roars up and the doors hiss open.

	Billy and Ganz fight through the passengers getting off the
	train, jump on board; Billy pulls Rosalie behind him.

	CATES

	Running for the doors...

	Suddenly, a SECURITY OFFICER appears, riot gun in hand.

					SECURITY OFFICER
			Freeze!

					CATES
			No! No!  There they are!

					SECURITY OFFICER
			Just put it down real slow.

	The train doors close.

					CATES
			I'm a policeman, you asshole!

					SECURITY OFFICER
			Don't even try... now drop it
			or - you're all done.

	He means it, points the riot gun even closer... The train in
	front of him moves away.

	Cates carefully places the .38 on the pavement. Then raises
	his hands in the air.

					CATES
			Shit.

	TRAIN STATION - LOBBY

	Witnesses stand in nervous little knots. Give versions of
	what happened to notepad-toting patrolmen. Hospital
	Attendants minister to various and sundry complaints.

	Cates sits on a passenger bench, obviously dejected.  A
	voice comes echoing from behind.

					HADEN
			Cates.

	Haden, silhouetted against the light from the street.

					HADEN
					 (continuing)
			What the bell happened?

					CATES
			I lost them, that's what happened.

					HADEN
			How did they get away?

					CATES
			They ran.  As fast as they could.
			Caught a train.

	Haden watches the Morgue Personnel wheel out the body of the
	Patrolman.

					HADEN
			Which one pulled the trigger?

					CATES
			The Indian.  I was about 30 yards
			away.

					HADEN
			You couldn't get to him?

	Cates shrugs.

					HADEN
					 (continuing)
			What a screw-up.

					CATES
			Right.  I screwed up.  I fucked
			up. I messed up.  Anybody could
			have done better, especially you.
			I bet you're real good at hitting
			targets through crowds.

	Haden starts toward the street. Looks back at Cates.

					HADEN
			Don't duck the bullet Cates. Why
			didn't you call in for backup
			instead of makin' a grandstand
			play?

					CATES
			I didn't have the time.

					HADEN
			Too bad, it would've covered your
			ass.  Now you're in the shit and
			so's the department. In case you
			haven't noticed, this wasn't our
			finest hour... I told you everyone
			was watchin' on this one. Maybe
			you better start thinkin' about
			writin' tickets off a three wheel
			bike.

	Cates looks at Haden for a moment...

	Turns and walks away.

	TRANSITION.

	PREDMORE HOTEL - NIGHT

	Hammond across the street from Predmore.

	Standing in a phone booth talking into the receiver...

	He turns and looks acain at the hotel...

	Hangs up.

	Walks into a nearby bar.

	TRANSITION.

	VROMAN'S ROCK CLUB

	HAMMOND

	Punk Dancers all over the floor.

	A rock group blasting away...("NEW SHOES" - Vocal)

	HAMMOND

	At a back booth...

	A MAN (SOSNA) approaches carrying a small suitcase.

					HAMMOND
			How you doing, man?

					SOSNA
			Not bad, not bad.

	Puts the suitcase down on the table.

					SOSNA
					 (continuing)
			You want to go outside?

					HAMMOND
			Naw, right here's okay.

	Dancers sliding and jerking in front of them.

					SOSNA
			You sure?

					HAMMOND
			I'm sure.  Everybody here's
			looking at everybody else's ass.

	Sosna pops open the suitcase. Lid shielding the contents from
	the patrons...

					SOSNA
			I got some real nice merchandise.
			All of it's clean.

	Suitcase arranged like q salesman's display case. Tightly
	spaced rows of handguns mounted in their holsters.

					HAMMOND
			I like this one...

	Pockets a revolver with a deft move.

					HAMMOND
					 (continuing)
			How about some ammo?

					SOSNA
			It's loaded... I got some shells
			in here.

	Opens another compartment. Hammond helps himself to two
	boxes...

					HAMMOND
			How much?

					SOSNA
			This is clean shit.  No serial
			numbers and never been used...

					HAMMOND
			Don't mess with me. How much?

					SOSNA
			Five bills.

					HAMMOND
			Five.  On credit.

					SOSNA
			This ain't a credit business.

	You know that.

					HAMMOND
			Yeah, I know that, but this is me
			and we're old friends. I haven't
			got the money so what are you
			gonna do about it?

					SOSNA
			Give it back.

					HAMMOND
			Try and take it.

	A long moment.

					SOSNA
			Fuck you.  You got no right for
			this kind of play.

					HAMMOND
			I'll got your money to you. No
			sweat.

	Hammonds heads for the bar.

	Stands next to a good-looking woman (RITA). Nods to the
	barkeep.

					HAMMOND
					 (continuing)
			Vodka. With a twist. And I want to
			run a tab.

	Served up. He knocks half of it back, turns to the woman.

					HAMMOND
					 (continuing)
			My name's Reggie Hammond.

	Big personality smile.

					RITA
			So what?

	She turns away as he takes a drink. He looks at another
	pretty girl (ANGELA).

					HAMMOND
			Hi there. I'm Reggie Hammond.

					ANGELA
			I'm with somebody.

	She turns away.

					HAMMOND
			This ain't my night.

	He drinks up.

	TRANSITION.

	SQUAD ROOM - NIGHT

	Several Detectives are working at desks. Kehoe walks into the
	office. He moves slowly to Cates' desk and slumps down in a
	nearby chair.

					KEHOE
			You look awful.

					CATES
			So do you...been a long day.

					KEHOE
			Long night, too, from what I heard
			... Word's going around that in
			addition to losing Ganz for the
			second time, and in addition to
			Haden busting you back to
			Patrolman, some jig beat the crap
			out of you.

					CATES
			Aw, bullshit, you heard wrong.

					KEHOE
			Doesn't look like it.

					CATES
			Nothing came in for me yet?  No
			calls?

					KEHOE
			Nothing.

	Kehoe's phone begins to ring.  Cates watches hopefully.

					KEHOE
					 (continuing)
			Kehoe... Okay, hang on.

	Offers the phone to Cates.

					KEHOE
					 (continuing)
			It's for you... Ordinance.

	Cates' excitement vanishes. He takes the receiver. Kehoe
	begins to clean off his desk.

					CATES
			Hello... Yeah, okay.  I'll be in
			tomorrow. That's right, you can
			depend on it.  Okay?

	He slams down the receiver, leans back in the chair.

					CATES
					 (continuing)
			Bullshit red tape.

					KEHOE
			I'm heading out. How about you?

	Cates shakes his head.

					CATES
			I got to wait for a call.

					KEHOE
			Okay.  See you in the morning...
			you know, you ought to get some
			rest...

	He walks out the door. Cates stares fixedly at the phone on
	the desk. Hoping Hammond will call... Across the room another
	phone starts to ring. Cates stares at the PLAINCLOTHESMAN who
	answers.

					PLAINCLOTHESMAN
			Yeah, he's here.

	Cates stiffens.

					PLAINCLOTHESMAN
					 (continuing)
			Cates... line twelve.

	Cates snatches up the phone, shouts into it...

					CATES
			You motherfucker, where are you?

	ELAINE

	In the Chronicle Restaurant and Bar, a well appointed
	establishment off Montgomery Street.

					ELAINE
			I'm at work, asshole.  Where else?

					CATES
			Elaine! I... I'm sorry... I was
			expecting somebody else... police
			business.

					ELAINE
			No wonder you're so popular.

					CATES
			No, it's I'm just surprised you
			called.

					ELAINE
			So am I.

				  ELAINE				CATES
		Jack, this afternoon...	  Hey, look, when...

					ELAINE
			You first.

					CATES
			Look, I'm sorry about ... the way
			things have been lately.  I know
			I haven't been acting real great...

	Behind Cates, Kehoe steps back into the room.

					KEHOE
			Hey, Cates...

	Cates swings around.

					KEHOE
					 (continuing)
			I almost forgot.  That pal of
			yours from the Vice Squad wants
			you to call him.

					CATES
			What?

					ELAINE
			Jack, are you still there?

					KEHOE
			Yeah.  He said he rousted a bar
			with you last night.

					CATES
			Jesus Christ.  Why the hell didn't
			you tell me before?

					KEHOE
			I'm not paid to take your personal
			calls.  He was in some bar. .. off
			duty.

	Cates interrupts.

					CATES
			The number ... what's the Goddamn
			number?

					ELAINE
			Jack?  What was that?

					KEHOE
			Find it yourself.  It's on my desk.

	Cates speaks back into the receiver.

					CATES
			Elaine, I gotta put you on hold...

					ELAINE
			Jack, wait...

					CATES
			Just a second, that's all!

	He hits the bold button, starts rummaging through the desk.
	Paperwork scatters in all directions.

	Kehoe watches him in silence for awhile then leaves. Cates
	begins to dial.

					CATES
					 (continuing)
			Hammond... you son of a bitch,
			where are you?

	Listens for a moment.

	VROMAN'S ROCK CLUB

	Hammond on the phone as the band rocks away.   (MONKEY
	MASH - Track only)

					HAMMOND
			Hey, Jack, how ya doin'? What took
			you so long to call, man? I been
			waitin' ... I'm at Vroman's up in
			the Fillmore. Yeah, Vroman's...
			'Course you don't hang out here;
			it's for the brothers.

	SQUAD ROOM

					CATES
			I'll be there in a minute. You
			don't move your ass, right?

	Slams down the phone. Starts toward the door. Remembers...

	He dashes back to the phone, hits the other line. Hears only
	a buzz.

					CATES
					 (continuing)
			Oh, shit.

	TRANSITION.

	VROMAN'S ROCK CLUB

	Band blasting away on another number (THE BOYS ARE BACK IN
	TOWN - VOCAL)

	Hammond now in the middle of the floor dancing his ass off
	with a girl named CANDY. As the song ends...

					HAMMOND
			My name's Reggie Hammond.

	Tries his big personality smile.

	This time gets one back.

					CANDY
			I'm candy...

					HAMMOND
			Excuse me, baby, but if i don't
			get some action tonight, I'm gonna
			bust.  You interested?

					CANDY
			Hey, what kind of talk is that?

					HAMMOND
			Oh ... You're a schoolteacher...

					CANDY
			No, I go to a school to learn how
			to do hair. It's a government
			program. But really I want to be
			a model - and I am definitely not
			sellin'.

					HAMMOND
					 (humorously)
			Goodbye.

	She stops him.

					CANDY
			Hey, don't you think a hair
			stylists got any interest in
			gettin' it on?

					HAMMOND
			Here you go sweetheart, throw it
			my way.

	He gives her a kiss.

					CANDY
			You're in a hurry.

					HAMMOND
			Yeah, i been waiting three years.

					CANDY
			You just quit bein' a priest or
			somethin'?

					HAMMOND
			No, baby, nothin' like that.
			Look, there's a place across the
			street. We can go right over
			there...

					CANDY
			What's the matter with my place?

					HAMMOND
			No, it's gotta be here and now.
			Believe me. Only I don't have the
			damn money for a room...

	The band starts up again. ("LOVE SONGS ARE FOR CRAZIES" -
	VOCAL)

					CANDY
			Yeah, well, even us non-pros
			expect the guy to pay for the
			room...

	Cates suddenly appears... steps between them. Yells above the
	band's noise.

					CATES
			Where's luther?

					HAMMOND
			Be polite. Say hello.  This is
			Candy.

					CATES
			Hello. And goodbye.

	She looks at Hammond. He nods.

					CANDY
			Well, maybe I'll see you later ...

					HAMMOND
			Here's hoping, baby...

	Candy leaves and melts into the crowd on the dance floor.

					CATES
			What about Luther?

					HAMMOND
			What about Ganz?

	Cates shrugs.

					CATES
			We missed.

					HAMMOND
			You missed ... Luther took a taxi
			to the hotel across the street.
			Made a phone call.

					CATES
			Maybe we should pay Luther a
			visit.

					HAMMOND
			Let him get some sleep.  He's
			going to need it.

	They move to the bar.

					HAMMOND
					 (continuing)
			They must have set up a meeting
			for the morning; Luther left an 8
			am wake-up and put up the "Don't
			Disturb" sign.  He's trading his
			girl for the money.  All we have
			to do to grab Ganz is not go blind.

					CATES
			So you took the rest of the night
			off...

	Hammond smiles.

					HAMMOND
			We don't have too many
			cheerleaders in prison. I though
			I might indulge myself in a little
			trim.

	Cates orders two drinks.

					CATES
			Tell me something.  Why didn't you
			just take the money off Luther and
			split?

					HAMMOND
			Forget it. I want Ganz as bad as
			you do and I got some other news
			for you...

	He opens his jacket slightly. Reveals a shoulder holster and
	accompanying .45.  A long moment.

					CATES
			I don't know why, but I'm going to
			let you keep it. Maybe because you
			told me you had it, or maybe just
			because I'm too tired to argue...

					HAMMOND
			You sure that's the reason?

	Pause.

					CATES
			Thanks for callin' in... and I
			guess Maybe... Look, I'm sorry I
			called you Watermellon nigger...
			those kinds of things. I was just
			leanin' on ya, doin' my job.

					HAMMOND
			Bein' good at your job don't
			explain everything, Jack ...

					CATES
			Yeah. Guess not.

	Hammond gives him a big smile.

					HAMMOND
			As long as you're feeling like Abe
			Lincoln, how about payin' me on
			our bet?  We got time and all this
			pussy around here's drivin' me
			crazy. See that one over there,
			the one I was with...

	He nods at Candy across the way.

					CATES
			Yeah, I see her.

					HAMMOND
			I can just take her right across
			the street to Luther's hotel.  All
			I need is some money for the room.

					HAMMOND
					 (continuing)

	Big smile as Cates produces some cash. Hammond counts it
	eagerly. Looks around. Candy suddenly appears like a trout
	seeing a lure.  She grabs the money.

					CANDY
			Hello, again.

					HAMMOND
			I just struck it rich... I think
			we can do a little business.  As
			a matter of fact, I think we can
			have a party.

	Hammond smiles, leads her out of the bar.

					CATES
			Hurry back.

	Cates watches them go, downs his drink. He fishes in his
	pocket for a coin, moves to a wall phone. Dials...

	CHRONICLE RESTAURANT BAR - NIGHT

	A COCKTAIL WAITRESS answers the phone as Elaine pours a drink.

					COCKTAIL WAITRESS
			It's for you.

	Hands her the receiver.

					ELAINE
			Hello.

					CATES
			Hi, it's me...

					ELAINE
			Fuck you.

	She slams down the receiver.

	SIDEWALK - FRONT OF VROMAN'S - NIGHT

	Hammond and Candy exit the rock club. A line of young Punkers
	waiting to get inside... Hammond and Candy are in a tight
	clinch, a little giggly.

					CANDY
			So... what did you have in mind?

	Suddenly, Hammond sees Luther emerge from the Predmore across
	the street.

					HAMMOND
			Oh no, not now!

	Luther moves down the street with the briefcase.  Hammond
	pulls Candy back inside Vroman's.

	VROMAN'S ROCK CLUB - BAR

	Rock group still blasting away... (LOVE SONGS ARE FOR
	CRAZIES - Vocal continues)

	Hammond and Candy reappear, knocking aside a waitress about
	to refill Cates' drink.

					CATES
			That was quick.

					HAMMOND
			When you been in prison three
			years, it don't take long. Let's
			go.

					CATES
			Why?

					HAMMOND
			Luther's on the move...

	Cates jumps up, runs out. Hammond looks at Candy.

					HAMMOND
					 (continuing)
			I'll be back. Trust me.

	He kisses her.

	Runs off after Cates. She stares at him in disbelief.

	STREET LIGHT

	Luther checking over his shoulder for shadows, walks down the
	block. Turns into a narrow street.

	A BUS STOP

	Luther waits, impatient.

	Checks his watch.

	Looks up and down the street.

	He double-checks the bus stop sign over his head.

	Just as a bus pulls to a stop, air brakes hissing ...

	LUTHER

	Gets in.

	Sees that the driver is Billy Bear...

	BUS

	The bus starts up. Luther hesitates in the front. On the wide
	rear seat is Ganz. Rosalie beside him.

					GANZ
			Open your coat. Both sides.

	He shows he's not packed.

					LUTHER
			Let her go.

					GANZ
			First, the money.

	Luther takes a step.

					GANZ
					 (continuing)
			Just show me.

	Luther puts the case on a side seat, opens it for display.

	ANOTHER BUS STOP

	Commuters look up expectantly. One of two drift toward the
	curb. Jump back in alarm as the bus roars by.

	BUS

	Ganz is satisfied. Luther closes the case.

					LUTHER
			Rosalie, you okay?

					GANZ
			What are you talkin' about? I said
			I wouldn't hurt her.

	And then he shoots Luther. Right between the buttons.

					GANZ
					 (continuing)
			I never break my word.

	Laughs as Rosalie begins to scream.

	CATES' CADDY

	Barreling down the street, ignoring red lights.

	Hammond shouts over the wind.

					HAMMOND
			Notice something funny about that
			bus?

					CATES
			Yeah. It missed the last four
			stops.

	Cates pours on the gas.

	BILLY BEAR

	His eyes fall on the rear view mirror. A white Caddy dances
	in the vibrating glass. Billy looks over his shoulder at Ganz.

					BILLY
			Ganz!

	THE CADDY

	Swerves into cross traffic, makes a big press forward. Comes
	abreast of the driver's side of the bus.

	GANZ

	Smashes a side window with the two handguns.

	Blasts away.

	Cates driving with one hand as he draws his gun.

	CATES

	Looks up as glass shards sparkle down.

	He speeds up ... he is neck and neck with the bus.

	Hammond has a clear shot of Billy Bear who gives a side
	glance at him;

	Hammond doesn't shoot...

	Cates slows down and fires...

	Billy is hit in the shoulder. Ganz runs up and fires again...
	Hammond is hit in the arm. Cates grabs Hammond by the shirt.
	Yanks him close. Throws the wheel over ...

	CADDY

	Swerves as bullets pepper the passenger side. Stuffing flies
	out of Hammondis still warm seat. The right hand windows
	explode. Then the Caddy spins out.

	THE BUS

	Roars away...

	THE CADDY

	Skids into a traffic sign, demolishing some newspaper
	machines. Cates curses, tries to start the car. The engine
	won't turn over. He looks at the distant bus.

					CATES
			Goddamn! Goddamn!  Goddamn!

	Pounds on the dash. What's left of the windshield falls in at
	the impact.

	TRANSITION.

	SQUAD ROOM - NIGHT

	Cates at his desk. Hammond seated nearby, now with a bandaged
	arm.  Haden in front of Cates, furious.

					HADEN
			A bus, you goddamn whiskey mick
			cop, you lost a stolen bus... We
			got five deaths related to Ganz,
			all of 'em law enforcement
			related, and you blow it for a
			lousy nigger convict...

	Cates says nothing...

					HADEN
					 (continuing)
			That's rights I called him a
			nigger.  You bet I did ... I saw
			the report on that little piece of
			shit.  If he spent one legal day
			in his whole life, it'd be a
			record...This is it for you...
			suspension, review board... you've
			had it.  When it gets 'round you
			protect a con rather than nail a
			cop killer...

	Cates stands up.

					CATES
			He's got more brains and more guts
			in one corner of his asshole than
			any cop I've worked with.

					HADEN
			Just cause you say it with
			conviction don't mean shit to
			me... How you gonna take to a pink
			slip, huh?.

	Cates stands. Moves to Hammond. Handcuffs himself to him.

					HADEN
					 (continuing)
			Where the Christ do you think
			you're going?

					CATES
			I'm taking my prisoner back to
			jail.

	Hammond looks at Haden.

					HAMMOND
			Goin' a little hard on him, aren't
			you?

					HADEN
			Go fuck yourself convict.

					HAMMOND
			You know for a man, you have very
			pretty brown eyes.

	Cates and Hammond walk out.

	UNDERGROUND PARKING LOT - POLICE STATION - NIGHT

	Cates and Hammond walk stoically along a row of cars, arrive
	at Hammond's Porsche.

					HAMMOND
			Hey, how'd my car get here?

					CATES
			I had it impounded.  Come on,
			we'll use it for haulin' you back
			to the slam.

					HAMMOND
			Back to jail in my own car.  Ganz
			got away. Got all my money. It
			just don't seem right.

					CATES
			I don't know about you, but I
			could use a drink... I'll buy you
			one.  It'll be my good-bye present.

	Takes off Hammond's cuffs.  Looks at them.. Throws them away.

					HAMMOND
			Sorry we didn't do better, Jack.
			I feel like I let you down.

					CATES
			Naw, you didn't let me down.  It
			was a long shot all the way.  We
			gave 'em a good run at it.

					HAMMOND
			Yeah, but we didn't get 'em.

	They get in and drive off.

	TRANSITION.

	EXT.  CITY STREET - NIGHT

	The Porsche blasts by ... These men want a drink.

	TRANSITION.

	CHRONICLE RESTAURANT AND BAR - NIGHT

	Cates and Hammond walk in. It's late, the place is almost
	empty. The Bartender is a woman with her back to them
	conferring with a waitress about something.

					HAMMOND
			It's late, they're closing...

					CATES
			Don't worry about it.

	The barmaid turns around to take their order.  It's Elaine.

					ELAINE
			Hey, I don't believe it.

					CATES
			Hiya, kid.

					ELAINE
			I ought to have you and your
			friend thrown out...

					CATES
			Don't.  We've had a hard night.

					ELAINE
			I can see that.  Pardon me for
			saying so, but you look like
			shit.  What happened?

					CATES
			We and my pal here have been
			taking it on the chin for the last
			few hours...

	Hammond looks at her. He nudges Cates.

					ELAINE
			Who the hell are you?

					HAMMOND
			Name's Hammond, Reggie Hammond.
			I heard a lot about you. And any
			friend of Jack's is a friend of
			mine.

	Gives her a big smile.

					ELAINE
			I'm not so sure I can say the same
			thing...You don't look like a cop.

					HAMMOND
			Well, I been workin' the other
			side of the street for the last
			few years.  And you don't exactly
			look like a shrink, wearin' that
			dress...

					ELAINE
			Shrink major, not a shrink.

	She pours three glasses of cognac. A STRAGGLER at the end of
	the bar pipes up.

					STRAGGLER
			Hey, lady, a drink here.

					ELAINE
			We're closed.

					STRAGGLER
			Hey, what the hell?

	Elaine turns to him; it's short and sweet.

					ELAINE
			Drink your drink, pay up and get
			out.

					STRAGGLER
			You can't do this.  It's against...

					ELAINE
			Hey, just fuck off.  My friends
			have guns.

	Cates holds up his pistol. The man's eyes widen and he turns
	his angry move toward her into a skedaddle out of the bar.
	Elaine finishes drying a glass and approaches.

					ELAINE
					 (continuing)
			You real down?

					CATES
			I've been better...Dead end.  No
			Ganz, no Indian.

	He finishes his drink, puts down the glass.

					CATES
					 (continuing)
			I gotta call the station.

	Looks back at Hammond...

					CATES
					 (continuing)
			Don't run off anywhere, okay?
			I've already got enough to worry
			about.

	Moves away.

					HAMMOND
			Hard man to live with.

					ELAINE
			How would you know?

					HAMMOND
			Hey, two days with him is enough.

					ELAINE
			That's no bull.

	She looks at him carefully. They both grin.

	CATES

	In the phone booth.

					CATES
			Is there any report ... No ...
			Just tell me... nothing..Yeah I
			figured... Okay, sure.

	Hangs up.

	ELAINE AND HAMMOND

	Cates returns...

					CATES
			Nothing.  No sign of Ganz.  No
			sign of the Indian.  Airport's
			clean.  Train station. Bus
			station.  Docks... Shit...

					ELAINE
			Ganz is going to be hard to track.
			Just a pure schizo ... wires all
			crossed... totally without any
			pattern... kill anybody... The
			Indian... himself... anybody...

					CATES
			How do you know?

					ELAINE
			Jack, it's all over the papers.
			He's an obvious type.  But this
			Indian...

	Hammond cuts in.

					HAMMOND
			He was the only one of my bunch
			that was my friend... He was
			loyal, went all the way for you...

					ELAINE
			In all due respect, he sounds kind
			of pathetic to me.  The kind of
			guy that runs home to his momma or
			some girlfriend.  Have you two ace
			detectives checked that out?

					CATES
			Yeah, well the only woman of the
			Indian's we ran into was shacked
			up with her dyke girlfriend.  I
			guess she went with him before she
			came outta the Closet ... They
			both looked mad enough to kill
			him...

					HAMMOND
			Yeah, too bad.  They were real
			nice lookin' too...In bed
			together, hardly any clothes one
			watching TV...

					ELAINE
			What makes you think they were
			lesbians, or as you so quaintly
			put it, dykes?

					CATES
			Come on, they were a little old
			for a slumber party.

					ELAINE
			It might pay to reexamine a few of
			your more primitive notions.  I
			was in bed with a girlfriend
			watching TV last week, Jack, and
			one thing we know about me is I
			happen not to be a lesbian ...
			Now, if this Indian's girlfriend
			got upset when you came looking
			for him, it could just be she's
			still vulnerable to him.

					CATES
			So what?

					ELAINE
			When a guy hurts you, then comes
			back bleeding on his hands and
			knees, who knows, he might just be
			irrestible.

					CATES
			Hey, Come on, shrink time's over.
			They wouldn't go see some old
			girlfriend.

					ELAINE
			Oh, yeah, well look where you came
			when you were down and out.

					HAMMOND
			She's got a point there, Jack.

	Smiles. Cates reflects for a moment.

					CATES
			It's the only thing we got.

	He looks at Elaine.

					CATES
					 (continuing)
			Whaddya think?

					ELAINE
			What do I know?  I'm just a
			bartender.

					CATES
			Let's go, Reggie.

	He kisses Elaine.

					HAMMOND
			Do I get to kiss her too?

					CATES
			If she's right, and if you don't
			screw up.

	They exit the bar.

	TRANSITION.

	EXT.  STREET - CHINATOVIN - NIGHT

	Cates and Hammond hidden in a doorway which affords them a
	good view of the alley landing to Casey and Sally's apartment.

					HAMMOND
			What if your girl's theory turns
			out to be bullshit?  I mean, they
			could be in Rio de Janeiro.

					CATES
			I've got to play it rough with
			them. If they know anything, I'm
			gonna know it.

	A woman appears, turning out to be Casey carrying a shopping
	bag.

					HAMMOND
			Hey, there she is...

					CATES
			Whatever play I maker just back me
			up.

					HAMMOND
			If we run into Billy first, let me
			try and talk him in.

					CATES
			Sure, I'll give you a shot at it,
			but Ganz is mine.  You know, that
			big Indian plays it for keeps...

					HAMMOND
			Yeah, and I know Ganz sure ain't
			no sweetheart... I wouldn't like
			it if this partnership ended
			before it gets started.

					CATES
			Partnership?

					HAMMOND
			Well, you got to admit we come a
			long way.

	Cates gives him a smile.

					CATES
			Let's just do it.

	APARTMENT STAIRWELL

	As Casey opens the door and starts toward the.stairs, Cates
	and Hammond come through the door and grab her. They are now
	on the ground floor stairwell.

					CATES
			I hear you've got visitors.

					CASEY
			Would you guys...

					CATES
			No time for any of that crap any
			more, lady... I'll rip your lungs
			out if you don't answer fast.

	Cates has her by the shoulder and arm; he twists her like a
	vise...

					HAMMOND
			He means it...

	She looks at Cates, knows Hammond's correct.

					CASEY
			Don't kill him.  Please, just
			don't kill him.

	A long moment.

					CATES
			You and the other one, you're
			still Billy's girls. You always
			were his girls...

					CASEY
			Yeah.  Sure, i'm crazy in love
			with him, who wouldn't be...

					CATES
			You're gonna help us take him.

					CASEY
			No chance.

					CATES
			He can live or die ... You let us
			in and he's got a chance to make
			it.  Otherwise, he gets ventilated.

	Casey's face is seared with pain at the thought of Billy
	dying.

					HAMMOND
			If you help use he's got a chance,
			lady.

					CASEY
			Billy's in the first room off the
			hall ... With rosalie ... He's
			makin' her happy tonight.  You
			don't understand about the way it
			is with him, do ya?

					CATES
			Where's ganz?

					CASEY
			In the back.  Down the other
			corridor.

	Cates looks at Reggie.

					CATES
			Looks like you're gonna get your
			chance.

	They move upward...

	INT. APARTMENT - NIGHT

	Cates is stealthily going to the end of the second corridor
	of the kitchen and living room area. That corridor turns at
	a sharp angle and goes to the back. Hammond is at the very
	front of that first corridor..at a door ... he shoves it back.

	INT. FIRST BEDROOM

	There is a bed and  Rosalie, undressed, is in it... Billy is
	seated on the edge of it... pants on, shirt off, pulling on
	his boots. Suddenly, Hammond is pointing a gun at him...

					HAMMOND
			Give it up, Billy.  You got no
			shot at it.

	Billy stands.

					ROSALIE
			Don't let him hurt met Billy.
			You're not gonna let 'em hurt me,
			are ya?

					BILLY
			He won't hurt you.  He ain't gonna
			do nothin' to you, he's just after
			me.

					HAMMOND
			I'm tellin' ya, Billy, give it up.

					BILLY
			I never was much for bein'
			rehabilitated.

	Billy looks at Hammond.  With lightning sudden quickness, he
	reaches and produces a huge Bowie knife from behind his back.
	Billy smiles, laughs...then with a sudden, awful roar, he
	leaps at Hamnond who unflinchingly fires his pistol.  The big
	slugs stop Billy cold and throw him back against the bed as
	Rosalie shrieks.

	INT. BACK BEDROOM

	Ganz, half-dressed, asleep, gun in hand, throws himself off
	the bed, pushes Sally out of the way ... opens the door and
	starts firing furiously down the corridor... He grabs the
	briefcase and runs to the window.

	INT. CORRIDOR/DOOWAY TO BACK BEDROOM

	Cates has ducked the bullets ... he is inching toward the
	door...

	He pulls it open...Ganz from the window fires another shot
	which almost gets him then vanishes down the fire escape...

	INT. BACK BEDROOM

	Sally gets to her feett yelling, runs at Cates as he appears
	and futilely tries to hit him....He throws her down on the
	bed as if she were a doll ... He goes to the window...

	EXT. FIRE ESCAPE

	Ganz peels down the fire escapes hits the ground. He stops
	for a second... Then Cates appears, Ganz fires a shot then
	starts to run. Cates keeps coming...

	INT. FIRST BEDROOM

	Hammond hears the gunfire, runs out of the room...

	CATES

	Dives down the fire escape.

	BATHROOM

	Hammond enters to find it empty of Ganz and Cates, only Sally
	crying hysterically ... He runs out.

	EXT. CHINATOWN STREET

	Ganz runs out the back alley ...Cates pursues...

	ALLEY

	Hammond runs down the stairs toward the front of the building.

	EXT. STREET

	Ganz runs, turns out of an alley onto a street baked with
	neon light. Cates pursues.

	EXT. FRONT OF CASEY'S BUILDING

	Hammond runs out, turns down the adjoining street.

	CATES

	Following Ganz, holding him in sight, but unable to get a
	shot off...

	PARALLEL STREET

	Hammond running down a street near the one where Ganz is
	being chased...

	MAIN STREET

	Cates fires at Ganz ... Ganz ducks in a doorway...

	HAMMOND

	on his street hears the shot... he runs toward it, down a
	narrow alley between two buildings....

	EXT. DOORWAY AT END OF ALLEY

	Ganz hears footsteps approach from the opposite direction of
	Cates.  They move very close to where be is crouched... it is
	Hammond coming toward him... Ganz suddenly rolls a garbage
	can in his path, dropping him like a stone.

	CATES

	Comes toward where he expects to find Ganz... Ganz has his
	arm around Hammond's throat and his gun to his ear...

					GANZ
			Drop it... you come up against me,
			you're gonna lose...

	Hammond drops his gun.

					GANZ
					 (continuing)
			Hey, cop, come on...l got
			something for ya... come on...

	EXT.  MAIN STREET

	Cates comes out of the doorway from which he's fired...and
	comes into the middle of the street, gun up ... he puts it
	down when he sees Ganz with Hammond in jeopardy.  The hand
	that's around Hammond's throat also holds the black bag.
	Cates walks forward, his gun down at his side...

					GANZ
			After I get outta this, cop...I'm
			gonna live forever...

					CATES
			I don't think you're gonna make it.

					GANZ
			Whaddya mean...I got your gun ...
			I got his money... I got
			everything...

					HAMMOND
			Give up.  He's crazy.  He'll kill
			us both.

	Cates still walking...

					GANZ
			He won't try it. He's a fucking
			chickenshit cop. They're all
			fucking wimps, right, Cates?

	They are now closer to each other. Ganz holding Hammond and
	the money...

					GANZ
					 (continuing)
			Okay, cop ... give me your gun and
			I'll let him live. Come on, Cates,
			you're real good at giving up your
			gun.

	Cates keeps the same methodical pace...

					CATES
			Sure...

	Suddenly, he crouches and fires twice. Hammond twists as Ganz
	also fires. Ganz is hit in the collarbone and driven ten feet
	backward. His grip on Hammond drops, Hammond dives to the
	ground, looks at Cates.

					HAMMOND
			Jesus Christ, I didn't think you'd
			really do it. You are crazy.

	Ganz' gun still in his hand, but his arm useless at his side.
	Cates is frozen in the crouch, ready to fire again.

	Ganz is in enormous pain holding his bleeding chest... A look
	of childish disbelief passes over his face.

					GANZ
			I got hit.  I can't believe it. I
			got shot.

					CATES
			You're done.  End of story.

					GANZ
			I ain't gonna beg for my life. It
			ain't cool.

	He runs at Cates full-speed, screaming, roaring, then is
	stopped by two more bullets that tear fist-sized holes in his
	chest. Cates rises from his crouch. Takes his gun out of
	Ganz' now lifeless hand. Then goes over to Hammond...

					HAMMOND
			Yours?

	Cates raises the pistol.

					CATES
			Mine...

	Pause.

					CATES
					 (continuing)
			You okay?

					HAMMOND
			Yeah.  But I wasn't there for a
			second.

					CATES
			You did pick a real strange time
			to go and be brave all on your
			own...

	Hammond smiles.

					HAMMOND
			Just tryin' to get the money,
			Jack.  Just tryin' to build up a
			few points on that merit system.

	Cates smiles back, picks up the black bag as they move off.

	TRANSITION.

	ELAINE'S BATHROOM

	Cates in the tub, steam rushing from the water.

	Elaine sits on the porcelain edge as he splashes and soaps...

					ELAINE
			How'd they take it back at
			headquarters?

					CATES
			Usual bullshit.  You make one
			smart move and everybody wants to
			be your friend... You know
			somethin', shootin' guys sucks.
			Especially compared to this.

					ELAINE
			I've been waiting a long time to
			hear you say that.

					CATES
			Yeah, bein' a hard-ass all the
			time is a real drag, but it works.

	He reaches out, lifts his watch from his pile of clothes on
	the floor.

					CATES
					 (continuing)
			Three more hours...

					ELAINE
			Where is he?

					CATES
			Promised I'd turn my back while
			he... ah, never mind...

					ELAINE
			Tell me.

					CATES
			He's takin' care of the same
			business I'll be takin' care of -
			soon as I dry off.

	Elaine smiles, leans close.

					ELAINE
			You're impossible...

					CATES
			That's what I always say.

	TRANSITION.

	CANDY'S ROOM - NIGHT

	Minimal crummy hotel room accommodations... Hammond is
	kissing her at the door, finishing buttoning all his buttons.

	He reaches for a wallet, gives her several bills.

					HAMMOND
			Here you go, baby.

					CANDY
			Hey, don't do that.  I said I
			wasn't a pro, remember?

					HAMMOND
			Hey, no, I'm tryin' to be nice.
			Buy yourself something pretty.
			I'd do it, but I got to go.  I got
			this cop waitin' for me...

	They kiss... it's pretty romantic... She opens the door for
	him.

	CORRIDOR

	She stands at the top of the stairs; as Hammond walks down,
	he calls back to her over his shoulder ...

					HAMMOND
			I'll be back in six months...
			Maybe I'll make an honest woman of
			you.

	He gives her a big sniile.

					HAMMOND
					 (continuing)
			I'll buy ya the best dinner in San
			Francisco...how'd that be? Then
			we'll go dancin', okay?

					CANDY
			Now you're talkin'. See ya...

	He moves off, still smiling, holding the black briefcase...

	STREET - NIGHT

	on a picturesque hill above the Haight. Cates standing near
	the wheel of Hammond's Porsche.  Hammond comes down the porch
	steps from the hotel.

					CATES
			Okay, reggie, start bustin' my
			chops... Tell me how great you
			were with that chick.

					HAMMOND
			Hey, Jack, real men don't have to
			go in for that macho bullshit ...
			but I was fantastic.

			As a riatter of fact, I was so
			good, I may have my cock done in
			bronze.

	Cates holds up the black briefcase.

					CATES
			I guess this is what you want to
			talk about...All the pretty money
			that's inside here.

	Cates takes the case to the trunk, opens it, deposits the
	case, locks the trunk.

					HAMMOND
			Wait a minute, Cates.  I've been
			waitin' three years for that.  I
			don't think it's fair, man. What
			about the merit system.? You were
			gonnna give me a few thousand.

					CATES
			There's nothin' to talk about.

	Another long exchange of looks. Then be hands Hammond the
	keys to the trunk.

					CATES
					 (continuing)
			It's your money.  It'll be here in
			six months when you get out.

					HAMMOND
			And you're tellin' me you don't
			want any of this cash?

					CATES
			That's right. Not my style,
			Reggie..

					HAMMOND
			You are an awesomely weird cop.
			Sure wish there were more like you
			runnin' around out here.

					CATES
			No, you don't. If I ever get word
			of you steppin' over the line
			again, I'm gonna ventilate that
			suit of yours.

					HAMMOND
			Spare met Jack. I'm into legit
			investments from here on in.

	Cates gives him a very skeptical look, as they head for the
	car.

	Hammond gets in behind the wheel, Cates on the passenger side.

	Cates takes out a cigarette, starts to light it.

	Hammond takes the match does it for him.

					CATES
			Thanks.

					HAMMOND
			No trouble, Jack. But, listen,
			suppose I stay a crook?  Where'd
			you get the idea that you could
			catch me?

	They both smile. Hammond socks it into gear and they drive
	off into the far distance...

								END.



				The Fifth Element

				An original script
				by
				Luc Besson

				Revisions by
				Luc Besson
				and
				Robert Mark Kamen

				August 1995 Draft

				Gaumont and Les Films du Dauphin

FADE IN:

1	EXT.  DESERT  NILE RIVER  VALLEY - DAY

	Somewhere in the Nile at the edge of the desert.

	CREDITS  ROLL

	WRITTEN:	EGYPT 1913

	OMAR and his mule zigzag along the bottom of sun scorched dunes.

2	EXT.  TEMPLE  EXCAVATION - DAY

	The mule and the boy finally reach a camp.  A few tents dwarfed by a huge
temple door jutting out of the sand.  The camp is deserted except for
some kids by the temple entrance holding large mirrors, reflecting light
into the temple.
	Omar leaves his mule in the shade, seizes two goatskins and slips inside
the temple.

3	INT.  TEMPLE - DAY

	Omar makes his way uneasily down a pillared corridor that opens into a
vast room where an old scientist stands on a small wooden ladder in front of
the wall across the room.  PROFESSOR MASSIMO PACOLI. A young man is beside
him, BILLY MASTERSON, age 25, an American student. He has a large sketchpad in
his hands.  Behind them AZIZ, age 10, whose job is to hold the last
mirror which shines light into the expansive room.

						PROFESSOR
					(deciphering)
				"..when the three planets are in eclipse.."

	His fingers trace across the wall which is covered with symbols and
strange hieroglyphs as he deciphers.

						PROFESSOR
				"..the black hole like a door is open...
				Evil comes ... sowing terror and chaos..."
				See?  The snake, Billy.  The Ultimate Evil
				... make sure you get the snake!

	The Professor points emphatically to the snake, the symbol of Evil,
coming through the door between the three planets in eclipse.  C.U.
Billy's hand sketches the snake quickly.  He is a natural artist.

						BILLY
				And when is this door opening snake act
				supposed to occur?

	The Professor's fingers touch the signs.

						PROFESSOR
				..if this is the five..and this the thousand..

	He calculates.

						PROFESSOR
				Every five thousand years..

						BILLY
					(kidding)
				So I have some time..

	He reaches for the pad.

	ANGLE ON:  Omar.  Standing at the entrance to the chamber with the water
bag, entranced by the sight.  A skeletal hand falls on his shoulder.  Omar
turns to an ancient PRIEST in a rough milled black cannock.

						PRIEST
				I will take it to them my son.

	Startled but obedient, Omar gives the water bag to the Priest.

						PRIEST
				Go with God.. be safe from Evil..

	The Priest makes the sign of the Cross on the boy's forehead, dismissing
him.
	As soon as he is gone, the Priest turns a worried eye to the Professor.

	ANGLE ON:  The Professor is back to translating, Billy to sketching.

						PROFESSOR
				"..then arrange the elements of life against
				the Terror just so.."

	His fingers run on.

						PROFESSOR
				"..Water..fire..earth..air..four
				elements around the fifth.."

	His fingers fall on the one element that has a human shape, surrounded by
all the others.

	The Priest opens the water skin and begins to pour a vial of powder into
the skin.

	ANGLE ON:  Aziz falling asleep.  The mirror falls, the light fails.

						PROFESSOR
				Aziz!  Light!

	The boy struggles to stay awake.  The mirror comes up.

						PRIEST
				Lord forgive me.. they already know too,
				much..

						PROFESSOR
				"..in which all the history of the Universe resides
				..all the strength..all the hope..Protect us from
Evil.."

						PRIEST (V.O.)
				Amen..

	The Professor turns to the Priest who is pouring water into a tin cup
from the skin.

						PROFESSOR
				Father.. it in the most extraordinary thing..
				the greatest find in history..can you imagine
				the implications.

						PRIEST
				Only too well... here you must be
				parched..

	He hands the cup to the Professor.  The Professor takes it, has it almost
to his lips when..

						PROFESSOR
				I mean look.. it is like a battle plan..

	In his excitement he does not drink, much to the Priest's chagrin.

						PROFESSOR
				Here the Good.. Here the Evil..

	As the Priest looks up, Aziz the mirror  boy, tips his mouth under the
water skin, drinking the leakage.

						PROFESSOR
				Here..

	He points to the Five Elements.

						PROFESSOR
				A weapon against evil.  Amazing!  I am
				going to be famous.

						PRIEST
				Then let us toast to your fame!  Here Billy..

	The Priest hands Billy a cup.

						PRIEST
				Drink!

						PROFESSOR
				To fame.. salud..

	The Professor raises the cup to drink, and then...

						PROFESSOR
				We cannot toast with water.. Billy !
				In my sack.. the Grappa!

	The Priest watches, disconsolate, as the Professor tosses away his water.
Billy finishes his cup before running off into the tunnel.

4	EXT.  COLONNADE - DAY

	A muffled SOUND grows steadily louder. Outside, a monstrous linear shadow
disturbs the kid's game and gradually darkens the temple entrance.

5	INT.  TUNNEL - DAY

	Billy is looking for the grappa in the Professor's bag.  He comes upon a
machine pistol.  When the muffled SOUND suddenly grabs his attention.  He
leans toward the corridor and sees part of a spaceship appear.  Billy is
paralyzed.

6	INT.  TEMPLE  ROOM - DAY

	The Professor keeps reading over the inscription.

						PROFESSOR
				"..this perfect person.. this perfect
				being.." I do not understand this.. perfect?

						PROFESSOR
				Where is that boy? Billy!

7	INT.  TUNNEL - DAY

	Billy presses himself against the wall, in the shadows, terrified, but
sketching away like mad, as large shadowed figures lumber past him.  He
begins to blink, feeling the effects of the Priest's potion..

8	INT.  TEMPLE  ROOM - DAY

	The Professor reads the wall.

						PROFESSOR
				And this divine Light they talk
				about.. what is Divine light?

	At that moment, the reflection from Aziz's mirror drops again.  The light
fails.

						PROFESSOR
					(without turning)
				Aziz light!

	The room is flooded with light all of the sudden.

						PROFESSOR
				Better.. this is the most unbelievable thing
				I have ever seen..

	The Professor turns around, and is stunned speechless to find himself
face to face with two MONDOSHAWANS.  A dozen others fill the hall manning
the source of the light, large luminous globes.  Aziz is fast asleep.

						PROFESSOR
					(uncomprehending)
				...Uh, yes?

	The Professor is lifted up and carried off to the side by the aliens.
The KOMMANDER stops in front of the Priest who is still on his knees, face
to the ground.

						PRIEST
				Master... He was about to discover everything,
				but I had the situation under control.

	The two MONDOSHAWAN GUARDS hold the professor three feet off the ground.

						PROFESSOR
					(in a panic)
				Who are you?  Are you Germans?  Sprechen
				Sie Deutsch?

9	INT.  TUNNEL

	Billy staggers forward, a machine pistol in his hand.

10	INT.  TEMPLE  ROOM

	The KOMMANDER holds out his hand to the Priest.

						PRIEST
				What did I do wrong?

	The Priest jumps to his feet excitedly.

						KOMMANDER
				Servant, you and the thousand guards
				before you... You have done your work well,
				but we have to recover the elements. War will
				soon engulf your planet. We must keep them safe.

	The Kommander goes over to the wall and seems to be looking for a lock.
He finds it and slides in his metallic finger which is more intricate
than a key to a safe.  He turns his hand, activating a mechanism that opens
the wall.

						PROFESSOR
				Unbelievable!!!

	The Kommander turns around and crooks a finger.  One of the MONDOSHAWANS
	waves his hand, puts the professor to sleep and heads down the hallway
revealed by the opening.  He is followed by his men.  The Priest slips in
behind them.

11	INT.  ROOM 2  TEMPLE - DAY

	The Kommander steps into a vast room.  The ceiling is very high, pyramid-
shaped.  In each corner of the room, four vessels contain four
rectangular twelve-inch stones-, the four elements.  In the middle, an
opaque sarcophagus rests on an altar.  The Kommander stops and
contemplates it a moment.

						PRIEST
					(to himself)
				The Fifth Element...

						KOMMANDER
				Take them and put them in a safe place.

	His men carry out his order.

12	INT.  ROOM 1  TEMPLE - DAY

	Billy staggers across the floor, struggling to stay awake.

13	INT.  ROOM 2  TEMPLE - DAY

	The Kommander opens a case.  His men come and put the four, precious
stones in it, one by one.

						PRIEST
					(moved)
				Will the elements be gone now forever
				from this place?

						KOMMANDER
				When mankind comes to its senses.
				We will return.

						PRIEST
				Knowing mankind as I do, that could take
			centuries!

						KOMMANDER
				Time is of no importance, only life
				is important.

	The Priest nods and lowers his eyes.

	Angle on:  Billy staggering forward, raising his pistol, blinking his
eyes to focus..

	A MONDOSHAWAN puts the fourth element in the case The Kommander shuts the
	case and looks at the Priest.

						KOMMANDER
				When EVIL returns so shall we.

						PRIEST
					(head lowered)
				We will be ready, Lord.

	Billy suddenly staggers into the room, brandishing his gun.

						BILLY
				Stop.

	Billy trips, the gun goes off.  He empties the clip.  The Mondoshawan
carrying the case crumples to the ground.  The wall immediately begins to
close.  Billy fires wildly, unable to control the powerful kicking gun.

						PRIEST
				No!!!  Don't!!!

	The Priest rushes Billy.  The weapon has such a kick to it that Billy
starts shooting into the air, backs up, then stumbles and knocks himself
out.  The Priest is on the ground, seriously wounded.  So is the Kommander.
The WARRIORS are in a panic.

						CLERK
				Hurry, Kommander!  The wall's closing!!!

	The wall continues to close.  Sand pours in from everywhere.  The vast
room fills up like an hourglass.

						KOMMANDER
				A mission is a mission, Savoia.
				You'll learn that.

	The Kommander picks up the case and reaches the wall but can't get
through it.  His
	armor is too bulky, the opening too small.  He manages to get his arm and
the case through.

						KOMMANDER
				My apologies to General Kroi -- and my wife..

	The wall closes, crushing his arm.  The CLERK scoops up the case and runs
	through the huge piles of sand.

14	EXT.  COLONNADE - DAY

	The CLERK boards the ship carrying the case.  Omar hides in a corner,
frightened to death, hugging Billy's bag of drawings.

15	INT.  TEMPLE  ROOM - DAY

	The room fills with sand.  The Priest's body is soon buried.

16	EXT.  DESERT - DAY

	The huge ship's main hatch closes.

17	EXT.  TEMPLE - DAY

	The ship lifts off and speeds away. Omar emerges from the temple gaping
at the ship as it vanishes in the sky.

18	EXT.  PYRAMIDS

	A gigantic shooting star flashes above the pyramids.

19	EXT.  EARTH  ORBIT

	The ship passes in front of us and heads for the stars disappearing at
unbelievable speed.  The background is a star-spattered cosmos.

	WRITTEN:	500 YEARS LATER

	Another, more modern, spaceship, fills the screen.  A warship belonging
to the Federal Army.

20	INT.  SPACESHIP  CONTROL  ROOM

	CU of a digital control screen.  Three planets projecting three straight
lines that crisscross at one point.  Identical to the one observed by the
professor on the temple wall.  GENERAL STAEDERT looks out through the
ship's window at one of the three huge planets in eclipse.

						STAEDERT
				Don't you have anything?  Not even
				a temperature?

						CAPTAIN
				The thermo-analyzers have jammed.
				One of them reads over a million degrees,
				the other's at minus 5000...
				Never seen anything like it.

						TECHNICIAN
				It's taking shape.

21	EXT.  SPACE

	In the middle of the shadows, a door to the nightmare has just opened.
Evil is back.  A round, moving mass, continually changing color.

						CAPTAIN
					(in awe)
				What the hell can it be?

						TECHNICIAN
				Hook-up with the president in one
				minute, General.

	General Staedert remains calm.

						STAEDERT
				...Send out a probe.

22	INT.  PRESIDENT'S  OFFICE  MANHATTAN

	LINDBERG, 50, the president of the United Federations, his features lined
and worn by various delegations, mainly military, enters his office.
There's a crisis in the air.  The President's AIDE leans down to his ear.

						AIDE
				On air in 30 seconds.

	In the middle of the group is a Priest whose appearance reminds us of
Egypt.  A younger man DAVID, 18, shy, a priest-in-training attends the old
man.

23	INT.  CONTROL  ROOM / PRESIDENT'S  OFFICE

						CAPTAIN
				President on line sir..

	General Staedert leans over his screen and seems surprised to see the
room but not the president.

						PRESIDENT (O.S.)
				Staedert, do you read me?

						STAEDERT
				I can hear you, Mr. President, but I
				can't see you .

	The President grabs the mini-camera on his desk and yanks it around to
face him.
	His face fills the screen.

						PRESIDENT
					(exasperated)
				Is that better?

						STAEDERT
				Perfect, Mr. President.

						PRESIDENT
				I have to address the Supreme Council
				in 10 minutes.
				Just the facts, General.

						STAEDERT
				There are no results from the chemical
				and molecular analysis as of yet, all the
				calibers are overshot..we're hoping a
				thermo nucleatic imaging..

						PRESIDENT
				(exasperated)
				What you are saying is you don't know
				what this..thing..is.

	Consternation reigns in the President's office.

						STAEDERT
				Not yet Sir..The only thing we know is
				it just keeps getting bigger!

						PRESIDENT
				Options.

						STAEDERT
				Wait or act.

						PRESIDENT
				Recommendations.

						STAEDERT
				My philosophy Mr. President is shoot first
				ask questions later.
				I don't like uninvited guests.

						PRESIDENT
				Gentlemen?

						HEAD CHEMISTS
				I think it would be foolish to shoot at an
				organism that seems alive, without first
				taking the time to study it more!
				Besides, it has shown no signs of hostility.

						PRESIDENT
					(worried)
				No... it's just getting bigger.

						HEAD CHEMISTS
				So do people, but that's no reason to shoot
				them.

						PRESIDENT
					(exasperated)
				The security of the Federated Territories is
				and remains number one priority.
					(to the military)
				I suppose General Staedert's "philosophy" is
				acceptable to you?

	All the Generals nod "yes"

						PRESIDENT
				All right, then! Staedert?

						PRIEST (O.S.)
				Mr. President?

	The President scans the room. Staedert remote controls the camera toward
the room.

						PRESIDENT
				...Yes?

	The camera moves up the Priest and we finally discover his face.  He is
in his sixties, a shrewd look in his eyes.
	Around his neck hangs the Kommander's finger, the key to the temple.

						PRIEST
				Cornelius, Vito Cornelius. 50th level parish.
				I have a different theory to offer you,
				Mr. President.

						PRESIDENT
				I'm listening.

						CORNELIUS
				Imagine for a moment that this. thing is not
				anything that can be identified because it prefers
				not to be, because it is the antithesis of all we are.
				Because it is evil.. TOTAL EVIL.

						PRESIDENT
					(a little sarcastically)
				One more reason to shoot first eh?

	All the Generals nod in agreement.

						CORNELIUS
				Evil begets evil, Mr. President.
				Shooting would only make it stronger.

24	INT.  SPACESHIP

						TECHNICIAN
				The probe will attain its objective in
				five seconds.

	Staedert moves closer to the ship's window.

25	EXT.  SPACE.

	Evil swallows the probe and immediately bubbles over with activity like a
furious volcano.

26	INT.  PRESIDENT'S  OFFICE

						STAEDERT
				Mr. President, we're at crisis point.

	The President looks puzzled.

						PRESIDENT
				Your theory is interesting Father but
				I don't think we have time to go into it
				right now!

						CORNELIUS
				Time is of no importance, Mr. President.
				Only life is important.

						PRESIDENT
					(exasperated)
				That's exactly what we are going to try and do:
				Protect the lives of some 200 billion of our
				fellow citizens! General?
				You may fire when ready.

27	INT.  SPACESHIP

						STAEDERT
					(cold) (to the CAPTAIN)
				..Up front loading of a 120 ZZR missile.
				Marker lights on the objective.

28	EXT.  OUTSIDE  SPACESHIP

	All of a sudden, outside the ship, the strange planet's activity ceases.
A black crust immediately covers it.

29	INT.  PRESIDENT'S  OFFICE

						SCIENTIST
					(consulting new data)
				Its structure has just solidified on the surface,
				 as if the object felt something.  If that's the case,
				we are undoubtedly dealing with an intelligence.

						CORNELIUS
				The most terrible intelligence imaginable,
				Mr. President.

	The President hesitates.

						CAPTAIN
				...The ship is in combat formation.
				The missile is loaded, General.

						PRESIDENT
					(uneasy)
				Staedert?  Give me a minute...
				I have a doubt.

						STAEDERT
					(cold)
				I don't, Mr. President.

30	EXT.  OUTSIDE  SPACESHIP

	The missile explodes from the ship and penetrates its target.  The
explosion is swallowed like a fizzy pill in a small glass of water.
Nothing happens.  And then the mass grows larger.

31	INT.  CONTROL  ROOM / PRESIDENT'S  OFFICE

	Staedert looks worried.

						STAEDERT
				Load a series of 740 missiles. Maximum
				shield protection.

						CAPTAIN
				Yes, Sir.

	The President is growing ever more worried.

						PRESIDENT
				Staedert?  What's going on?  Did you
				destroy it?

						STAEDERT
				I'm about to, Mr. President.

32	EXT.  SPACESHIP

	A series of three missiles heads for the planet, which absorbs them all.
And literally doubles in size.

						SCIENTIST
				The planet's diameter has greatly
				increased and it's moving toward the ship.

						PRESIDENT
				Staedert?  Get out of there immediately!
				I don't want an incident, do you hear me,
				Staedert?

						STAEDERT
					(worried)
				...What do we have that's bigger than 240?

						CAPTAIN
				Nothing, General.

						PRESIDENT
				Staedert, get out of there!  That's an order!

	A bead of sweat pearls Staedert's forehead. He is about to give an order
when a gigantic flame emerges from the planet and literally swallows
Staedert's spaceship.

						STAEDERT
					(eyes wide)
				... Good God!

	The flame fills the screen with a horrendous NOISE that....

33	INT.  APARTMENT

	... wakes up a man trying to escape from a nightmare. KORBEN DALLAS rubs
his head.  Thirty five years old, short hair, powerfully built,
unquestionable charm, good looking in spite of the scars here and there.
The alarm clock is still ringing, it shows the date as March 18, 2359.  It
in two in the morning. Ha grabs a cigarette, and stops to look for a
light.  He shuts oft the alarm.  He hears a cat mewing in the hall.  But it
	still rings.  Korben takes a moment and then realizes it in the phone
that is ringing.

						KORBEN
					(to the cat)
				I'm coming.

	He grabs the phone and crosses his tiny apartment (27 feet long by 6 feet
wide) heading for the door, patting himself for a light.  Behind him, the
bed makes itself automatically.

						KORBEN
					(on the phone)
				Yeah?

						FINGER (V.O.)
				Hey bud! Finger here.

	He opens the door for the cat and starts to rummage through a drawer for
a match. Out come a handful of war decorations, a hero's collection.

						KORBEN

					(to the cat)
				Hi sweetie!

	...A Medal of Honor Certificate to Major Dallas

						FINGER (V.O.)
				I love you too Major, but you haven't called
				me that since basic training.

						KORBEN
				I was talking to the cat.

						FINGER (V.O.)
				Oh, yeah, I forgot.You still prefer
				your cat to the real thing.

	...A picture of Korben and his ex-wife on their wedding day.

						KORBEN
				At least, the cat comes back.

						FINGER (V.O.)
					(ironical)
				You still pining for that two timing bitch.
				Forget her.
				There are a million women out there.

						KORBEN
				I don't want a million - I just want
				one.  A perfect one.

						FINGER (V.O.)
				Don't exist bud.

	...A picture of Korben and Finger in uniform next to a space fighter.

						KORBEN
				I just found a picture of you.

						FINGER (V.O.)
				How do I look?

						KORBEN
				Like shit.

	Korben finds a box of matches with three matches.  He strikes one. It
does not light.  Korben opens the fridge, bare, except for an empty can of
GEMINI croquettes.
	On the packet is an ad:
	WIN A DREAM TRIP FOR 2 TO FHLOSTON PARADISE.

						FINGER (V.O.)
				 Must be an old picture.. Listen, you gotta bring
				me your hack for the 6 month overhaul.  A.S.A.P.

	Korben heats up some brackish water.

						KORBEN
					(sighs)
				I don't need one.

						FINGER (V.O.)
				You forgetting who sat next to you for
				a thousand missions.
				I know how you drive.

						KORBEN
				Finger!  I'm driving a cab now, not a
				space fighter!!

						FINGER (V.O.)
				How many points you got left on your
				license?

						KORBEN
					(lying)
				Uh... at least fifty.

						FINGER (V.O.)
				In your dreams! See you tonight!

	Finger has hang up.  Korben sighs and does the same.  He gets the heated
brackish water and sits down.  The cat pounces on the table and meows for
its food.  Korben pours half the coffee in the cat's cup.

	The cat meows.  Korben taps his cup to the cat's saucer.

						KORBEN
				Cheers!

34	INT.  HALL - DAY - OMIT

35	INT.  GARAGE - DAY - OMIT

36	INT.  PRESIDENT'S  OFFICE

	The office is emptied, only a few army officers remain.  An ancient
manuscript, Billy's drawings, sits in front of the President.  Cornelius
turns page after page, illustrating his
	point.

						CORNELIUS
					(to the President)
				We have forty-eight hours, the time it needs
				to adapt itself to our living conditions.

						PRESIDENT
					(worried)
				And then?

						CORNELIUS
				And then it will be too late. The goal of
				evil is to wipe out life! All forms of life.
				For all eternity...Life upsets it.

	The President appears upset himself by this image.

						PRESIDENT
				Is there anything that can stop it?

						CORNELIUS
					(knowing)
				Yes..thank God..

37	EXT.  SPACE

	The Mondoshawan spaceship bursts through a star cluster and fills the
screen.

38	INT.  COCKPIT - OMIT

39	INT.  PRESIDENT'S  OFFICE

	The manuscript is open on the President's desk.. CLOSE ON:
	Billy's rendering of the Mondoshawan.

						CORNELIUS
					(to the President)
				The Mondoshawans don't belong to the
				Federated Territories, but they are peaceful...
				in their possession are the four elements of life.
				These elements when they are gathered around a fifth:
				The Supreme Being, ultimate warrior, created to protect
				life......

	The SUPREME BEING is standing, as if frozen in armor.  All we see is the
bottom half of his body.  Big metallic gloves hold the case engraved with
the emblem of the three suns containing the four Sacred Stones.

						CORNELIUS
				..will produce what the ancients called the
				light of creation, the light of total goodness
				which is the only thing that can defeat EVIL.

	The President points to the spot occupied by the 5th element.

						PRESIDENT
				But what happens if instead of
				this... Ultimate Warrior... it is EVIL
				who stands here?

						CORNELIUS
				White turns to black.  Light to Dark.
				Life to Death.  For all eternity.

	The President's nerves quiver.

						CAPTAIN
				Sir, we have a Mondoshawan spaceship at
				the frontier requesting permission to enter
				 our territory.

						PRESIDENT
				I guess I should make a decision..

						CORNELIUS
				They are the only ones who can help..

						GENERAL
				Sir..the Mondoshawan do not belong to the
				federation. We do not know their intention..
				I must recommend a full trinuclear assault..

						PRESIDENT
					(yells)
				Did you see that..thing..swallow our battleship
				like a gum drop?  You can't even tell me what it is!
				I ask you for options you give me bullshit.
				Give them permission to enter our territories
				with my warmest regards.

						CORNELIUS
					(relieved)
				Thank you, Mr. President.

40	INT.  MONDOSHAWANS  SPACESHIP - OMIT

41	INT.  PRESIDENT'S  OFFICE - OMIT

42	EXT.  SPACE / INT.  MONDOSHAWAN  SHIP

	The MONDOSHAWAN spaceship zips across the Federated Galaxy.
	But it is not alone: Two black warships seem to be dogging it.

43	INT.  MONDOSHAWAN  COCKPIT

	The MONDOSHAWANS have spotted the spacecraft chasing them.

						FIRST OFFICER
				Two non-identified ships approaching.

						CAPTAIN
				Must be the welcoming committee.

44	INT.  WARSHIP  COCKPIT

	A MANGALORE sits at the controls of the warship. His terrifying features
tell us what sort of welcome they can expect.  The pilot fires without
warning.

45	EXT.  SPACE / INT.	MONDOSHAWAN  SHIP

	The huge ship is badly hit and immediately swerves oft course.
	Panic aboard the MONDOSHAWAN ship.

46	INT.  MONDOSHAWAN  SHIP

						CAPTAIN
				We've been hit! General alert!!!

	Blast after blast hits the defenseless ship.

						CAPTAIN
				We're losing control! We have to land fast!

	The huge ship veers oft course and heads for a small red planet, taking
hit after hit.

						CAPTAIN
				Send out a distress signal!!! Activate
				the emergency landing procedure!

	The huge ship approaches the planet at blinding speed.

						FIRST OFFICER
				Impact in less than ten seconds!

	The red planet looms ever closer.

						CAPTAIN
				Time is of no importance...

	The ship crashes in a gigantic explosion.

46A	INT.  KORBEN'S  APARTMENT - DAY

	A thermo nuclear explosion fills a T.V. screen..Which Korben's cat
watches with interest.

	Korben is about to exit the apartment.

						KORBEN
				Don't watch it all day, it'll rot your
				mind. Bye sweetie..

	In response, the cat meows.  Korben opens the door to..A huge
	gun, brandished by a nervous MUGGER, pointing right in his face.

						MUGGER
				The cash man!

						KORBEN
				Been here long?

						MUGGER
				Don't fuck with me man or I'll blow
				you into tomorrow!

	Unperterbed, Korben looks at the mugger's fearsome weapon.

						KORBEN
				Isn't that a Z140? Alleviated titanium.
				Neuro charged assault model?

						MUGGER
					(off balance)
				Uh..

						KORBEN
				You know you could hurt someone with
				this puppy..good thing it's not loaded..

	The mugger is lost.  He looks at his weapon.

						MUGGER
				It's not?

						KORBEN
				You gotta push the little yellow button...

	Korben points to the button on the side of the gun.  The mugger takes his
advice.

						MUGGER
				Thanks..

						KORBEN
				You're welcome..

	And with lightning speed, Korben blasts the mugger with a straight right
hand, sending him down for the count.  Korben retrieves the gun.

						KORBEN
				..you know these things are VERY illegal..
				you could get in a shit load of trouble..
				I better hang onto it for you..

	As the mugger clears his head, Korben opens a drawer next to him which is
full of similar guns! The mugger's eyes pop out of his head.  He scampers
to his feet and runs off.

	Korben shrugs, exits his apartment, and closes the door.  The cat watches
a nuclear holocaust on T.V.,  uninterrupted.

46B	INT.  KORBEN'S  GARAGE - DAY

	Korben enters his taxi.  A robotic voice greets him.

						VOICE
				Please enter your license..

	Korben complies, and starts to push a series of buttons on the dash.

						VOICE
				Welcome on board Mr. Dallas..

						KORBEN
				How you doing this morning?  Sleep OK?
				I didn't.

	Korben hits a button.  The garage door starts to open.

						VOICE
				Fuel level 6.03..Propulsion 2x4...

						KORBEN
				I had the worst goddamn nightmare.

						VOICE
				You have nine points left on your license..

						KORBEN
				Thanks for reminding me..

	As the garage door lifts, the Megalopolis that is New York City in the
23rd century comes into view.  Startling in it's height, and breath.

						VOICE
				Have a nice day..

	Korben lets the propulsion build.

						KORBEN
				Right..

	He lets the gear slip.  The taxi rockets off into the City.

47	EXT.  TAXI  STAND - NIGHT - OMIT

48	EXT.  RED  PLANET-OMIT

49	INT.  PRESIDENT'S  OFFICE

	Cornelius collapses in a chair.

						CORNELIUS
				We are lost!

						GENERAL MUNRO
				Mr. President, the attack was launched by two
				unregistered warships.

						PRESIDENT
				Close all borders and declare a state of
				general alert.

						GENERAL MUNRO
				Yes, sir.

						PRESIDENT
					(to another OFFICER)
				Try to contact these Mondoshawans.  We
				owe them an explanation.

						CORNELIUS
					(lost, to himself)
				What are we going to do?

						PRESIDENT
				This is government business now.
				You ought to go home and get some
				rest, Father.

	The President motions to his guards to come and get Cornelius.

						PRESIDENT
				I promise to keep you informed.

	A weary Cornelius leaves the room with David's help.

						PRESIDENT
					(to the CAPTAIN)
			...Has the rescue team found any survivors?

50	EXT.  RED  PLANET - OMIT

51	EXT.  RED  PLANET ORBIT - OMIT

52	INT.  LABORATORY  1ST DISTRICT  MANHATTAN - DAWN

	An arm, on a surgical cart, moves down the hall of the Nucleological
Center, the most sterile of environments.

	PROFESSOR MACTILBURGH, age 60, hurries alongside GENERAL MUNRO.

						MUNRO
				This is all that survived?

						MACTILBURGH
				Actually only one cell survived..

						MUNRO
				Have you identified it?

						MACTILBURGH
				It's not that easy..we've never encountered
				anything like it before..you see normal human
				beings have 40 DNA memo groums..which is
				more than enough for any species to perpetuate
				itself..This one has 200,000.

						MUNRO
				Talk English Doc.

						MACTILBURGH
				This cell is like a huge library. It has infinite
				genetic knowledge stored inside.
				Almost like it was...engineered.

						MUNRO
				Sounds like a freak of nature to me.

						MACTILBURGH
				Yes... I can't wait to meet him.

	They pass into the lab.

53	INT.  LABORATORY

	The two enter a cylindrical laboratory.  There is a huge glass turbine in
the middle with the metal glove inside.  A DNA chain scrolls on the computer
screen.

						MACTILBURGH
					(rather fascinated)
				The compositional elements of his DNA
				chain are the same as ours, there are simply
				more of them tightly packed.
				His knowledge is probably limitless..

						MUNRO
					(worried)
				Is there any danger? Some kind of virus?

						MACTILBURGH
				We put it through the cellular hygiene detector.
				The cell is for lack of a better word... perfect.

	Munro hesitates a moment.  Then he sighs and uses his personal key to
open the
	self-destruct box.

						MUNRO
				OK, go ahead! But Mr. Perfect better be polite...
				otherwise I turn him into cat food.

	Mactilburgh starts the operation rolling as Munro puts his hand on the
sell-destruct button, ready to use it.  Thousands of cells form in the
heart of the generator, an assemblage of DNA elements.  Then the cells move
down a tube, like a fluid, and gather in an imprint of a HUMAN body.  Step
by step bones are reconstructed, then the nervous and muscular systems.
Whole veins wrap around the muscles.  An entire body is reconstructing before
our very eyes.

						DOCTOR
				Three seconds to ultra-violet protection.

	A shield comes over the reconstructing body and makes it invisible.

						MACTILBURGH
					(to Munro)
				...This is the crucial phase, The reconstruction
				of pigment. Cells are bombarded with slightly
				greasy solar atoms which forces the body cells
				to react, to protect themselves.
				That means growing skin. Clever, eh?

						MUNRO
					(disgusted)
				Wonderful!

	The meter slows, drops to zero.

						ASSISTANT
				... End of reconstruction, beginning of
				reanimation .

	A whoosh of air in the glass chamber.  Captain Munro has his hand on the
self-destruct button, ready to destroy the being that has barely been
reborn.

						MACTILBURGH
					(pushing a button)
				Activate life support system.

	An electrical discharge fills the glass chamber causing the body inside
to jerk.
	After a few moments of silence, the SOUND of a heartbeat fills the room
over the loudspeaker.

						ASSISTANT
				Life support system activated.

	The Supreme Being is alive once again.

						MACTILBURGH
				Remove the shield.

	The ASSISTANT automatically removes the ultra-violet shield which slowly
reveals... a woman... nude... young... and very beautiful.  Munro stands there
gaping.  Not quite his vision of the Supreme Being.  Mactilburgh glances
at Munro and gently pushes his hand away from the self-destruct button.

						MACTILBURGH
					(with a smile)
				I told you ... perfect!

	Munro is hypnotized by the GIRL's beauty.

						MUNRO
				...I'd, uh , like to get a few pictures for the
archives
				before she wakes up.

	Mactilburgh looks at him with a grin.  A remote-control camera approaches
the girl's face, a flash goes off.  Blinded by the flash, the girl jumps and
screams.  She cowers in a corner, shaking from the cold, darting eyes
everywhere looking for the case she was holding.

						GIRL
					(very angry)
				Ouacra cocha o dayodomo binay ouacra
				mo cocha ferji akba ligounai makta keratapla.
				Tokemata tokemata!  Seno santonoi-aypa!
				Minoi ay Cheba!  Givomana seno!

						MUNRO
					(worried)
				What's she saying?

						MACTILBURGH
					(to his ASSISTANT)
				Activate the phonic detector.

	The girl kicks the window repeatedly.

						MACTILBURGH
				And give her a light sedative...
				and something to wear!

	The ASSISTANT hits a button.  A pile of clothes drops out of a trapdoor
in the ceiling.  She snatches up the clothes angrily and dresses quickly.
Munro draws closer to the glass window.  He watches her dress with
undisguised pleasure.

						MUNRO
					(to Mactilburgh)
				This thing solid?

						MACTILBURGH
					(smiling)
				An elephant couldn't crack it.

	The Girl finishes dressing.

						GIRL
					(angrily)
				Teno akta chataman assin-omekta!

	Munro smiles safely behind his plate glass window.

						MUNRO
					(with a smile)
				You're gonna have to learn to communicate
				better than that angel if you want out.

	Munro dangles the key on a chain that will let her out.  The girl rams
her fist right through the window.  She grabs the key and yanks it.  The
chain snaps tight and Munro slams into the window knocking himself out.  The
girl puts her hand through the window again, unlocks the chamber and steps
out.  She is still bit wobbly on her legs.  Two GUARDS try to grab her.
She sends them flying across the room. Mactilburgh is most impressed.  He
sets off a general alarm.

54	INT.  CORRIDOR  LABORATORY

	The girl runs through a maze of corridors looking for a way out.  A squad
of SECURITY GUARDS appear in front of her and open fire without warning. The
girl takes a leap, grabs an air vent, kicks it out and dives into the air
shaft.  The COPS try and jump up to the vent, but none can reach it.

						CHIEF
				Get me a chair or a stepladder The rest of you
				go through the main ventilation!

55	INT.  VENTILATION DUCT  LABORATORY

	The girl moves along unable to see what's ahead of her. She comes to a
dead-end, a grill that leads outside.  She pushes it out and exits onto
the ledge.

56	EXT.  LEDGE  LABORATORY - DAWN

	She has exited to a ledge on the 450th floor of a building, right in the
middle of Manhattan, which we discover for the first time.  The city has
become monstrous. Buildings rise 600 stories.  Cars fly.  Subways run
vertically...The girl edges along the narrow ledge, unfazed by the height.
The CHIEF leans out the vent, looking out into the void.

						CHIEF
					(to his men)
				Go on follow her!

	The COPS stare into the gaping void.

						COP
				...No way.

	The CHIEF angrily pulls out his gun and shoots at the girl who ducks
around the corner of the building.  Unfortunately the other side in full of
cops as well.  A flying police car zooms up in front of her, sirens
blaring.

						VOICE (O.S.)
				This in the police.  Your status is illegal.
				Please put up your hands and follow our
				instructions!

	The girl feels trapped.  She looks down into the endless 450 below and
all the cars flying underneath her.  Then she raises her arms... and dives
off.

57	INT.  POLICE  CAR - NIGHT

						COP
					(in the car.)
				Christ! She dove off!

	In a panic, the COP makes a wrong turn.  The girl falls for several
seconds.
	She lands on the roof of a flying cab.

58	INT.  CAB - NIGHT

	Korben tries to control his car, reeling from the impact.

						VOICE (O.S.)
				You have just had an accident.
				Seven points have been temporarily
				removed...

	Korben manages to stop his cab, pulls over to the side.

						VOICE / KORBEN
				You have one point left on your license.
				Have a good day.

	Korben sighs and looks in the back seat to see what the damages are.  The
girl, a bit dazed (who wouldn't be), emerges from the debris and sits up.
There's some blood on her face.  Korben is stunned. The girl's still alive
and... so beautiful.  His heart heads for a meltdown.

						GIRL
				Akina delutan, nou-shan.

						KORBEN
					(lost)
				...'Scuse me?

	A police car with wailing sirens halts in front of Korben.

						COP
					(over a loudspeaker)
				You have an unauthorized passenger in your
				vehicle.  We are going to arrest her.
				Please leave your hands on the wheel.
				Thank you for your cooperation.

						KORBEN
					(obeying)
				Sorry, Hon, but I only got one point left
				on my license and I gotta get to the garage!

	The police car presses up against the cab.  Doors slide open.  Huge guns
point at her.  Korben feels lousy.  The girl's helpless, there are tears in
her eyes, she looks exhausted.
	Korben glances at her in the rear view mirror. She's looking all around
to find something to help her communicate with him.

	Her POV: an ad on the back of the seat. An 800 number to help an
orphanage. A teary photo of a kid over the words Please Help.  She shoots
to Korben a look of pure distress.

						GIRL
					(irresistible)
				Please... HELP...

	Korben can't resist her plea.

						KORBEN
				Don't put me in this position...
				I can't... I'm late as it is...

	But he cannot say no to her eyes.

						KORBEN
				Finger's gonna kill me.

	Korben shuts oft the meter and floors it, sideswiping the police car as
he roars away.

						VOICE (O.S.)
				Your license has been revoked.
				Would you please....

	Korben whips out a gun and shatters the loudspeaker.

						KORBEN
				I hate when people cry...
				I got no defense...

	The police car takes out after him, sirens screeching.  An insane chase
ensues.

59	INT.  NEW YORK  STREETS - DAY

	Korben and his flying taxi are absolute masters of the air.  The cops
have trouble following him but then another cop car comes to join in the
fun.  Korben drives like a man possessed, nothing can stop him. Except the
dead-end he's just come up against.

						GIRL
				Daya deo dono Dato.  Dalutan!

						KORBEN
				It there's one thing I don't need advice on,
				it's how to drive.

	Korben turns his cab sideways and scrapes through a narrow passageway,
	ripping his taxi light from the roof.  The police car smashes into the
wall.  The other one brakes just in time.

						COP
				Shit! Attention all-patrol cars!

	The car makes a U-turn, looking for a wider passageway.

60	EXT.  NEW YORK  STREET

	The police car roars up, sirens screaming then slows down and checks out
a dead-end flanked by a large vertical neon billboard. The dead-end is empty .
Korben's cab is hidden vertically behind the billboard.  Seeing nothing, the
	police drive away.

						KORBEN
				We'll wait till things quiet down a bit.
				You mind?

	The girl grabs his shirt collar and pulls him close, whispers in his ear.

						GIRL
					(weak)
				...Priest...

						KORBEN
				You're not that bad... Come on we'll
				get you to a doctor.

	The girl hands him the handle of the case, struck with the three Egyptian
suns.

						GIRL
					(weak)
				Vito... Cor... Ni-lious... Priest...

						KORBEN
				Vito Cornelius?

	The girl nods, then faints.  Korben is somewhat lost faced with so much
mystery.

61	INT.  CORNELIUS'  APARTMENT - DAY

	The door opens. Korben is there with the unconscious girl in his arms.

						KORBEN
					(embarrassed)
				Excuse me, I'm looking for a priest.

						CORNELIUS
					(tired)
				Weddings are one floor down.
				Congratulations.

	Cornelius closes the door.  The doorbell RINGS again.

						KORBEN
				She's not my bride, she's my fare.
				She's looking for this Vito Cornelius.
				According to the phone guide he lives here.

						CORNELIUS
					(curious)
				That's me.  But I don't know who she is...
				where did you find her?

						KORBEN
				She dropped in on me... holding this.

	Korben hands him the metal handle with the three Egyptian suns, stamped
on it.

						CORNELIUS
					(staggered)
				The fifth element.

	He faints dead away.  Korben, with the girl still in his arms looks
around helpless.

						KORBEN
					(sighing)
				Finger's gonna kill me...

62	INT.  CORNELIUS'  APARTMENT - DAY

	In his armchair, Cornelius gets woken by a slap in the face.

						CORNELIUS
					(with a start)
				Who are you?

						KORBEN
				I brought the girl remember?

						CORNELIUS
				The girl?

	Cornalius gets up.  He looks at the handle.

						KORBEN
				Yeah! She dropped in on me. I mean
				on my taxi... talking... this... this bizarre
				language...

	And then it dawns on Cornelius who the girl is.

						CORNELIUS
					(eyes riveted on her)
				He's a she!

						KORBEN
					(bemused)
				You noticed...

						CORNELIUS
					(face shining)
				There's not a moment to lose! Wake her up,
				but be gentle about it!  This woman is mankind's
				most precious possession! She is... perfect!

						KORBEN
				So you do know her.

						CORNELIUS
				Uh yes, we're cousins..distant cousins..

	Cornelius runs into the next room.  Korben looks at the girl, goes to
slap her, then changes his mind.

	Her beauty troubles him.  He hesitates, then, gently caresses her cheek.
Her skin seems so soft, so fragile.

						KORBEN
				Perfect...

63	INT.  SMALL  ROOM

	David, is mending a cassock when Cornelius bursts into the room out of
breath.

						CORNELIUS
				It's a miracle!!!

						DAVID
					(worried)
				What is?

						CORNELIUS
					(babbling crazily)
				I can't wear these clothes! This calls
				for dignity!
				I have to dress the part!

	He opens a closet filled with identical robes and plunges in,
disappearing as David looks on, uncomprehending.

64	INT  LIVING ROOM.  CORNELIUS'  APARTMENT

	Korben gently kisses the girl's cheeks, but she doesn't respond.  He
looks around then kisses her on the lips.  The girl's eyes snap open.
When Korben straightens up he discovers his own gun jammed under his
chin.

						GIRL
					(angry)
				Eto Akta Gamat!

						KORBEN
					(embarrassed)
				I'm sorry, it's just that... I was
				told to wake you up gently, so I figured...

	The girl pauses a moment.  She stares at him, looks puzzled.

						KORBEN
				You're right, I was wrong! I shouldn't
				have kissed you... especially since we
				haven't been introduced and...
					(he pulls out a business card)
				Here, it's a bit late, but... my name is
				Korben, Korben Dallas.
				Keep it, you never know, maybe... you'll
				need a cab one day.  I'll be happy to open
				the door this time!.

	The girl hesitates, then snatches the card like a wild animal.

65	INT.  SMALL  ROOM

	Cornelius is lost in the closet.

						DAVID
				Father, will you please explain what's
				going on?

						CORNELIUS
				The Supreme Being, the fifth element is here,
				in our parish!!! It's a miracle!!!

66	INT.  LIVING ROOM

						KORBEN
				...What's your name?

						GIRL
					(after a moment)
				Leeloo Minai Lekarariba-Laminai-Tchai
				Ekbat De Sebat.

						KORBEN
					(polite)
				Hey,  that's... cute... Do you have a nickname,
				something a little... shorter?

						GIRL
				...Leeloo.

	Korben is falling in love.

						KORBEN
				That's... really cute...

	Cornelius bursts into the room.  She turns the gun on him.
	He bows before her.

						CORNELIUS
				Appipulai Leeloo Minai..

						LEELOO
				Corn-i-Lius?

						CORNELIUS
					(bowing)
				At your service.

	LEELOO lowers her guard starts to laugh.  An irresistible childish laugh.
	Korben smiles.

						DAVID
				Father.  You sure she's the Supreme Being?

						CORNELIUS
				Absolutely sure There's the triple suns on
				her gloves!

	David bows low, but his eyes glance up at Leeloo.  Cornelius begins to
lead Korben toward the door, hustling him out.

						KORBEN
				They all like this in your family, father?

						CORNELIUS
				She's an exception..

						CORNELIUS
				Thank you so much for your help Mr...?

						KORBEN
				Dallas. Korben Dallas.

	Cornelius takes his arm. Leeloo stops laughing when she sees Korben
leaving.

						CORNELIUS
				Yes. That's fine! Thank you very much.
				A thousand times over!

						KORBEN
				I might call to check up on her,
				you know... to see if she's better?

						CORNELIUS
				She's fine, really..don't you worry..
				just needs some rest..she's had a very long trip.

						KORBEN
				I know. I was there when she arrived.

	Cornelius is about to close the door.  Korben's hand blocks it.

						KORBEN
				Excuse me! Just one thing!  She said something
				to me a while ago and... I don't really get it...
				Akta Gamat?

						CORNELIUS
				It means, "Never without my permission".

						KORBEN
				That's what I thought.

	Cornelius slams the door in his face.

						KORBEN
				...Thanks.

66A	INT.  KORBEN'S  APARTMENT - DAY

	Korben beads down the hallway. He passes his NEIGHBOR.

						KORBEN
				Evening...

						NEIGHBOR
				Fuck you!

						KORBEN
				...Thanks... You, too.

	Korben enters his-apartment.

66B	INT.. KORBEN'S  APARTMENT - DAY

	The door slides back and the cat comes rubbing up against him, tail in
the air.

						KORBEN
				Oh god. I forgot your food ... I'm really sorry!
				How about a nice Thai nosh to apologize?
				How does that sound, huh?

	The cat meows, appeased, just an the phone rings.

						KORBEN
				Hello?

						FINGER (V.O.)
				Hey bud...I'm waiting all day here.

						KORBEN
				Finger..man..I'm sorry..listen..I was on the way
				over but I had a fare fall into my lap..
				y'know one of those big fares you just
				can't resist..

						FINGER (V.O.)
					(suspicious)
				So, just how big was this fare?

						KORBEN
				5'7", green eyes... long legs... great skin...
				perfect..

	Korben takes out a cigarette.

						FINGER (V.O.)
				Uh huh..and I don't suppose you got the
				name of this..perfect fare..

						KORBEN
					(dreamy)
				Leeloo..

67	INT.  GARAGE - DAY - OMIT

68	INT.  CORNELIUS'  APARTMENT - DAY

	Leeloo has a towel wrapped around her, it looks like she just took a
shower.  She sits  in front of a computer wolfing down some chicken.  Data
scrolls by on the screen.  David watches from the corner, in awe.

						DAVID
				What's she doing?

						CORNELIUS
				Learning our history!
				The last 5000 years that she missed!
				She's been out of circulation a while,
				you know.

	Leeloo breaks into her childish laughter.

						CORNELIUS
				What're you laughing about?

						LEELOO
					(pronouncing badly)
				Napoleon... small.

	She laughs again and tosses some capsules into the microwave.

						DAVID
					(hesitant)
				Uh father, I know she's been through a lot...
				but the sacred stones..we don't have much
				time..

						CORNELIUS
				Yes. Of course..

	Leeloo takes her plate out of the microwave.  A steaming plate heaped
with chicken and exotic vegetables.

						CORNELIUS
				Leeloo..I'm sorry to interrupt you but..

	She sits back down in front of the screen and chomps away heavily on her
second chicken.  Cornelius sits opposite her. and holds up the case
handle.

						CORNELIUS
					(serious)
				The case..with the stones...
				Where is it?

						LEELOO
				San Agamat chay bet... envolet!

						CORNELIUS
				The case was stolen?

	Leeloo nods her head, quite unperturbed and continues to devour the food
in front of her.

						CORNELIUS
					(shocked)
				Who in gods name would do such
				a thing?

69	INT.  CORRIDOR.  ZORG'S  WAREHOUSE - DAY

	CLOSE ON: A pair of feet limping heavily.  A MAN comes alongside them.

						RIGHT ARM
				Excuse me sir, the council is worried about
				the economy heating up.  They wondered if
				it would be possible to fire 500...

	They reach a door at the end of the corridor.  Zorg enters a code.

						ZORG
				Fire 1000.

						RIGHT ARM
				But... 500 is all they need, sir.

	ZORG turns slowly.  A small scar across run across his face, his eye
stutters.
	This is not a man to cross, or contradict.

						RIGHT ARM
				1000! Fine, sir!
				Sorry to have disturbed you.

	The door opens...

70	INT.  CORNELIUS'  APARTMENT - DAY

	... and David enters carrying a bundle of clothes.

						CORNELIUS
				There was this guy with a limp who
				came a month ago..said he was an art
				dealer ... Asking all these questions about
				the Sacred Stones..at the time I didn't think
				anything of it.. What was his name? I'm so
				bad with names...

						DAVID
					(to Leeloo, timid)
				I didn't know your size.

	Leeloo is happy. She pulls off the towel and stands there nude. Cornelius
and David turn away.

						DAVID
				They really made her...

						CORNELIUS
				Perfect.

	Leeloo finishes dressing. She is delighted.

						LEELOO
					(to David)
				Domo danko!

	David smiles, dumb with admiration.  Cornelius comes over.

						CORNELIUS
				Leeloo?  The Stones...
				We must get them back.

	Leeloo settles down, sits at the computer and turns it on.

						LEELOO
				Ikset-kiba.  Me imanetaba oum dalat!

						CORNELIUS
				You know exactly where they are!

71	INT.  WAREHOUSE - DAY

	A group of handsome WARRIORS approaches.  AKNOT, their leader has the
sacred case in his hands.  The metal handle is missing but the second
metal glove is still grasping the case.

						ZORG
					(pretending to be worried)
				Aknot?  Is that you?

	The LEADER nods. A disgusted look stamps Zorg's features.

						ZORG
				...What an ugly face! Doesn't suit you at all!
				Take it off...

	AKNOT's face burns away revealing the head of a monstrous MANGALORE.

						ZORG
				That's better! Never be ashamed of
				who you are...
				You're warriors... be proud...

	AKNOT says nothing, but if his eyes could talk!

						ZORG
				So what if the Federal Army crushed your
				entire race and scattered your people to the
				wind...
				Your time for revenge is at hand...
				Voila... the ZF1.

	He takes out a weapon from one a crate and goes into a sales pitch.

						ZORG
					(very fast)
				...It's light... the handle's adjustable for
				easy carrying... good for righties and lefties.

	Meanwhile, two MEN set up a mannequin rigged with various defense
mechanisms at the far end of the warehouse.

						ZORG
				... Breaks down into four parts, undetectable by
				X-rays.. It's the ideal weapon for quick, discreet
				interventions.  A word on fire power: Titanium
				recharger. 3000 round clip with bursts of 3 to 300.
				With the replay button, another Zorg innovation,
				it's even easier... one shot.

	He fires at the mannequin.

						ZORG
				... and replay sends every following shot
				to the same location...

	Zorg spins around, the rounds all hit the mannequin.

						ZORG
					(even faster)
				I recharge, but the enemy has launched a
				cowardly sneak attack from behind, the
				automirror takes care of that.  Gives me the
				time to turn around and finish the job.
				300 round bursts, then there are the Zorg oldies...

	He fires off each item he names.

						ZORG
				...Rocket launcher.  The always efficient
				flame thrower... My favorite.
				Our famous net launcher, the arrow launcher,
				with exploding or poisonous gas heads - very
				practical.
				And for the grand finale, the all-new ice-cube
				system!

	The mannequin has been blasted into a pile of ashes covered by a net,.
stuck with arrows, the whole mess frozen solid. He tosses the weapon into
AKNOT's hands.

						ZORG
				...Four full crates, delivered right on time!
				What about you, my dear Aknot, did
				you bring me what I asked you for?

	AKNOT sets the case on a crate.  Zorg gloats while stroking the case.

						ZORG
				...Magnificent.

	Zorg smiles, takes a deep breath, opens the case.  It's empty

72	INT.  CORNELIUS'  APARTMENT - DAY

	Leeloo breaks into her childish laughter once again.

						CORNELIUS
					(astonished)
				What do you mean empty?

73	INT.  ZORG'S  WAREHOUSE - DAY

	AKNOT looks into the case.  Things grow tense.

						ZORG
				Alright..I've got an open mind here..
				anyone care to explain?

74	INT.  CORNELIUS'  APARTMENT - DAY

	Leeloo explains what happened in her language.

						CORNELIUS
					(translating)
				She says that the Guardians never really had
				much faith in humans. They were afraid of
				being attacked. The stones were given to someone
				they could trust who took another route.
				She's supposed to contact this person in a little less
				than twelve hours from now in a hotel.
				She's looking for the address!

	A map of the stars flashes onto the screen, Leeloo points.

						LEELOO
				Dot!

	The little group comes over to look.

						DAVID
				Planet Fhloston, in the Angel constellation

	Cornelius plops down into his armchair.

						CORNELIUS
				...We're saved!

75	INT.  ZORG'S  WAREHOUSE - DAY

						ZORG
				I'm fucked!

	Zorg calmly closes the case and gives Aknot a blood-chilling stare.

						AKNOT
				You asked for a case.
				We brought you a case.

						ZORG
					(shouting)
				A case with four stones in it. Not one!
				Not two or three! But four!!! Four stones!!!
				What the fuck am I supposed to do with an
				EMPTY case?!!

AKNOT's men grow edgy.

						AKNOT
					(tense)
				...We are warriors, not merchants!

						ZORG
					(humored)
				But you can still count.  Look...
				my fingers.

	He holds up four fingers.

						ZORG
				...Four stones, four crates... Zero stones...
					(yelling)
				ZERO CRATES!!!
					(to his men)
				Put everything back, we're outta here.

	AKNOT's warriors turn their weapons on Zorg.

						AKNOT
					(icily)
				We risked our lives. I believe a
				little compensation is in order.

						ZORG
					(smiling)
				So, you are a merchant, after all.
					(to his men)
				Leave them one crate.  For the cause!

	Zorg's men leave a crate and exit with the other three.

76	EXT.  OUTSIDE  ZORG'S  WAREHOUSE - DAY

	Zorg walks along the street to his limo.  RIGHT ARM carries the empty
case.

						ZORG
				I don't like warriors!  They're too
				narrow-minded, no sublety.  Worse,
				they fight for hopeless causes..for honor!
				Honor has killed millions of people but
				hasn't saved a single one.
					(pause)
				You know what -- do I like though, I like killer.
				  A real dyed in the wool killer.  Cold-blooded.
				Clean.  Methodical.  Thorough.  A killer, when
				he picked up the ZF1, would've immediately
				asked about the little red button on the bottom of
				the gun.

77	INT.  HALLWAY  ZORG'S WAREHOUSE - DAY

	The warriors have all taken a weapon. One of them inspects his ZF1.  He
turns it over and notices the little red button. He presses it.

78	EXT.  OUTSIDE ZORG'S  WAREHOUSE - DAY

	Behind Zorg, an ear-shattering explosion levels the warehouse.

						ZORG
					(impassive)
				Bring the priest.

79	INT.  GARAGE - DAY - OMIT

79A	 INT.  KORBEN'S  APARTMENT - DAY

	Korben is finishing a Thai meal, cooked by a Thai on his mini restaurant
anchored at the window. The cat eats next to Korben, contented.

						KORBEN
				So you forgive me?

	The cat meows just as a red light blinks, announcing the arrival of a
message in a glass tube.  Korben ignores it.

						THAI
				Not going to open?

						KORBEN
				I've never gotten a message that wasn't
				bad news.

						THAI
				How someone strong like you scared from
				a message? Is good news I sure!

						KORBEN
				The last two messages I got?  The first one
				was from my wife telling me she was leaving!
				And the second was from my lawyer telling me
				he was leaving too... with my wife.

						THAI
				You right that is bad.. but mathematically
				luck must change!
				Grandfather say: "It never rain every day."
				This is good news guarantee.. I bet you lunch!

	Korben hesitates, then gives the envelope to the Thai, who opens it with
a big smile that fades as reads the contents aloud.

						THAI
				...You're fired. Oh!

	Korben smiles at him.

						KORBEN
				At least I won lunch.

						THAI
				Good philosophy..see good in bad..
				I like..I prepare number one dessert..
				special for you and pussy..

	The cat meows.

79B	INT.  CORNELIUS'  APARTMENT - DAY

	Leeloo is polishing of' an immense pile of dessert as David bangs away at
the computer.

						DAVID
				I got it!  Everything  here we need to
				know about Fhloston Paradise Hotel...
				and a detailed blueprint of the entire hotel!

						CORNELIUS
				Good work, my son.  Now all we need is
				a way to get there.

	The doorbell rings.

						CORNELIUS
				I'll get it.  Finish your work my son.

	Cornelius opens to Right Arm with armed escort.

						RIGHT ARM
				Father Cornelius?

						CORNELIUS
				My son?

						RIGHT ARM
				Mr. Zorg would like a word with you.

						CORNELIUS
				Mr. Who?

80	EXT.  MANHATTAN - OMIT

81	INT.  HALLWAY  CORNELIUS APARTMENT - OMIT

82	INT.  REFRIGERATION  ROOM - OMIT

83	INT.  ZORG'S  OFFICE

	Zorg turns to Cornelius.

						ZORG
				Zorg. Jean-Baptiste Emmanuel Zorg...
				nice to see you again

						CORNELIUS
				I remember you now..the so called
				art dealer.

						ZORG
				I'm glad you got your memory back, Father...
				Because you're going to need it...
				Where are the stones?

						CORNELIUS
				...Why on earth do the stones interest you?

						ZORG
				Personally, they are of no interest to me,
				I'd rather sell weapons..but I have a customer...
				so tell me...

						CORNELIUS
				Even it I did know where the stones were
				I would never tell somebody like you.

						ZORG
				Why?  What's wrong with me?

						CORNELIUS
				...I'm a priest! I'm here to serve life,
				All you want to do is destroy it.

						ZORG
				Ah, Father... You are so wrong.
				Let me explain...

	Zorg leads Cornelius into his inner office.

						ZORG
				...would you like a drink?

						CORNELIUS
				No thank you.

						ZORG
				Follow me.. Life, which you so nobly serve,
				comes from destruction. Look at this empty
				glass.

	Zorg pushes the glass with his finger.

						ZORG
				Here it is... peaceful... serene...
				but if it is...

	Zorg pushes the glass off the table.  It shatters on the floor.

						ZORG
				Destroyed...

	Small individual robots, both free-wheeling and integrated, come zipping
out to clean up the mess.

						ZORG
				...Look at all these little things...
				so busy all of a sudden.
				Notice how each one is useful.
				What a lovely ballet, so full of form
				and color.  So full of..life!

						CORNELIUS
				They are robots!

	A SERVANT comes in pours water in another glass.  Zorg tosses a cherry
into it.

						ZORG
				Yes but... by that simple gesture of destruction.
				I gave work to at least fifty people today. The
				engineers, the technicians, the mechanics. Fifty
				people who will be able to feed their children so
				they can grow up big and strong.  Children who
				will have children of their own, adding to the great
				cycle of life!

	Cornelius sits in silence.

						ZORG
				Father, by creating a little destruction,
				I am, in fact, encouraging life!  So, in
				reality, you and I are in the same business!

						CORNELIUS
				Destroying a glass is one thing..killing people
				with the weapons you produce is quite another.

						ZORG
				Let me reassure you Father..I will never kill
				more people in my entire life than religion has
				killed in the last 2000 years.

	Zorg smiles, holds up the glass and takes a drink.
	Unfortunately, he chokes on the cherry.  Unable to breathe, Zorg starts
to panic.

						CORNELIUS
					(mocking)
				Where's the robot to pat your back?

	Zorg falls, writhing, on his desk, inadvertently hitting buttons which
trigger a slew of little mechanisms.  They pop out all over the desk.
True chaos reigns.  Even a cage appears, holding a Souliman Aktapan, a fat
multicolored beastie, PICASSO, who seems surprised to be out in daylight.  He
licks his half-dead master in thanks.  Cornelius gets up and walks around
the desk.  Zorg motions for help.

						CORNELIUS
				Can I give you a hand?

	Cornelius whacks him on the back.  The cherry comes flying out.  Zorg
regains control of himself. GUARDS come running in.

						ZORG
				You saved my life... So, I'm going
				to spare yours.
					(to the GUARDS)
				Throw him out!

	The GUARDS throw Cornelius out.

						CORNELIUS
				You are a monster, Zorg!

						ZORG
					(complimented)
				I know...

	The GUARDS drag Cornelius out of the office.

						ZORG
				...Torture whoever you want, the
				president if you have to but I want
				those Stones. You have an hour.

	Right Arm salutes and hurries out of the office.

84	EXT.  MANHATTAN  STREET - OMIT

85	INT.  ZORG'S  OFFICE - OMIT

86	INT./EXT.  STREET / TAXI - OMIT

87	INT.  REFRIGERATION  ROOM - OMIT

88	INT.  ZORG'S  OFFICE - DAY - OMIT

89	INT.  HALLWAY - OMIT

90	INT.  REFRIGERATION  ROOM - OMIT

91	INT.  TAXI - OMIT

92	INT.  ROOM - DAY - OMIT

93	INT.  TAXI - OMIT

94	INT.  ROOM - DAY - OMIT

95	INT.  TAXI - OMIT

96	INT.  SHAFT - OMIT

97	INT.  GARAGE - OMIT

98	INT.  ZORG'S  OFFICE - OMIT

99	INT.  GARAGE - OMIT

100	INT.  LOCKER  ROOM  GARAGE - OMIT

101	INT.  GARAGE - OMIT

102	INT.  LOCKER  ROOM  GARAGE - OMIT

103	INT.  KORBEN'S  BUILDING - DAY - OMIT

104	INT.  KORBEN'S  APARTMENT - OMIT

105	EXT. / INT.  SPACE / SPACESHIP

	...The dark planet. Three warships are positioned in front of it.
	Communication satellites arrive from all over the place, drawn to it like
a magnet.

						CAPTAIN
					(observing)
				It's gobbling up all the communication
				satellites in the galaxy!

106	INT.  PRESIDENT'S  OFFICE

	President Lindberg appears even more crushed by recent events.

						PRESIDENT
				Why the hell is it eating up all those
				satellites like that?

						HEAD SCIENTIST
					(desperate)
				...We're working on it, Mr. President.
				We're working on it.

						PRESIDENT
				It should only choke on them.

	MUNRO enters the office just as a cockroach crawls onto the desk.
There's a small antenna on its back.

107	INT.  SMALL  ROOM

	Zorg's Right Arm wears earphones, monitoring the President's conversation
with the cockroach-spy.

108	INT.  PRESIDENT'S OFFICE / SMALL ROOM

						MUNRO
				I managed to contact the Mondoshawan.
				They deplore the incident, but accept our
				apologies.

						PRESIDENT
					(relieved)
				And the Stones?  Did you find them in the
				wreckage?

						MUNRO
				The-Stones weren't aboard the ship.

						PRESIDENT
					(surprised)
				...What do you mean?

	The President is all ears.

	So is Zorg's Right Arm.

						MUNRO
				The Mondoshawan never fully trusted the
				human race..they felt we're too unpredictable..
				so they gave up the Stones to somebody they
				do trust. Her name is Plavalaguna. She's a Diva
				and she's going to sing at the charity ball on
				Fhloston Paradise in a few hours.  She has the
				Stones with her.

	The President breathes easier.

	Zorg's Right Arm is delighted.

						PRESIDENT
					(taking off a shoe)
				Excellent!

	The President crushes the cockroach with his shoe.

	Right Arm's earphones fly off his head. Good-bye eardrums.

109	INT.  PRESIDENT'S  OFFICE

						PRESIDENT
				I want your best man on this!

						MUNRO
				Don't worry, Sir. I have the perfect one.

110	INT.  KORBEN'S  APARTMENT - DAY

	C.U. The most disgusting dessert ever made.  Korben looks at it shimmying
on a plate as the Thai serves it to him proudly.

						THAI
				Stewed jellyfish cake.. my speciality..

	Korben forces a weak, polite smile as the Thai looks on expectantly.  The
phone rings.

						KORBEN
				Saved by the bell.

	Korben rises to get his cigarettes, and answer the phone.

						KORBEN
				...Hello?

						MOTHER (V.O.)
				You're the nastiest dirtbag I know in
				this stinking City!

						KORBEN
					(resigned)
				Hi Ma...

						MOTHER (V.O.)
				I've been playing twice a week for 20 years,
				20 years I've been eating those shitty croquettes.

	Korben goes to light his cigarette.  There are only two matches left in
the match box.
	Korben strikes one and it fizzles.

						MOTHER (V.O.)
				You wouldn't even eat one to help your
				poor mother, and you win the big prize?
				Know something? The whole thing makes
				me sick!

	The Thai starts to clean up.  Just as Korben goes to strike the second
match..

						MOTHER (V.O.)
				Are you listening to me, you ingrate!

						KORBEN
					(resigned)
				Yes ma..

	Korben sighs and puts the match back in the box.

	Korben enters his code on the keypad the Thai is holding.

						KORBEN
					(to the Thai)
				Go on... This is gonna take a while!

The Thai casts oft.  Korben closes the window.

						KORBEN
				Other than that... You all right?

						MOTHER (V.O.)
				...And now you're making fun of me?
				I'm warning you! If you don't take me
				after all these years of sacrifice, I'll
				never forgive you!!

	The Thai flies off.  In the hall, the cat meows-for more food.

						KORBEN
					(to the cat)
				I'm coming!. Ma, what're you talking
				about?

						MOTHER (V.O.)
				I get it! You want to make me beg,
				is that it?

						KORBEN
				All I want is an explanation! I just got
				in, I lost my job. I smashed my cab.
				I got mugged, but other than that
				everything's peachy, Ma, thanks for asking!!
				Now settle down and explain to me calmly..

	A message drops in his tube.  The red light goes on.

						MOTHER (V.O.)
				You just won a trip, you dolt!
				Ten days in Fhloston Paradise for two!

						KORBEN
				Ma. If I'd won, I'd know about it.
				Someone would have notified me.

						MOTHER (V.O.)
				They've been blaring out your name on
				the radio for the last hour, blockhead!

	He eyeballs the message still in the tube.  The doorbell rings.-

						KORBEN
				Ma.. it's the door. I'll call you back.

	Korben hangs up before his mother can say anything and heads for the
door.  Before he gets there it opens, General Munro enters followed by a
Captain and a Major.
	MAJOR ICEBORG is a woman. All she needs to become a man is a mustache.
	Munro opens a file.

						MUNRO
					(clipped)
				Major Dallas, if our calculations are correct
				you still have 57 hours owed to the Federal
				Army on your enlistment which is more than
				you will need for a mission of the utmost
				importance.

						KORBEN
				What mission?

						MUNRO
				To save the world.

						KORBEN
				Where have I heard this song before?

						MUNRO
				You're to leave immediately for Fhloston
				Paradise. Retrieve four Stones from the
				Diva Plavalaguna. And bring them back with
				the utmost discretion as possible.
				Any questions'?

						KORBEN
					(a little bewildered)
				Just one... why me?

						MUNRO
				Three reasons... One: As part of The Elite
				Special Forces Unit of the Federated Army
				you are an expert in the use of all weapons
				and spacecraft needed for this mission.

	Munro pulls out a long list of documents.

						MUNRO
				Two: Of all the members of your unit
				you were the most highly decorated.

						KORBEN
				And the third one?

						MUNRO
				You're the only one left alive...

	Munro removes the message Korben hasn't bothered to look at.

						MUNRO
				Don't you open your messages?

						KORBEN
				I've had enough good news for today

						MUNRO
					(by rote)
				You have won the annual Gemini contest
				and a trip to Fhloston Paradise. For two.
				Congratulations.
				Here are your tickets.

	He hands Korben the tickets.  Korben gets it.

						KORBEN
				You rigged the contest?

	Munro nods.

						MUNRO
				Major Iceborg will accompany you...
				as your wife...

	The idea of taking a trip with Iceborg makes him sick.

						KORBEN
					(sarcastic)
				You couldn't come up with something
				a little more discreet?

						MUNRO
				Old tricks are the best tricks eh?

						KORBEN
				I'm not going.

						MUNRO
				Why not?

						KORBEN
				One reason... I want to stay the only
				one left alive.

110A	INT.  KORBEN'S  HALL

	Leeloo and Cornelius search for Korben's apartment. Leeloo carries the
card Korben gave her.  Cornelius finds the apartment, and yanks the.
number off the door.  He waves Leeloo over as his hand goes to the bell.

110B	INT.  KORBEN'S  APARTMENT

	The doorbell rings.

						KORBEN
				...Scuse me.

	Korben goes to the door and looks out the peephole: the beautiful Leeloo.
	Korben panics, overcome with happiness.

						KORBEN
				...Shit!

						MUNRO
					(worried)
				What is it?

	Korben has two seconds to make up something to get rid of Munro.

						KORBEN
				It's my wife.

						MUNRO
				I thought you were divorced.

						KORBEN
				I mean my future.. my ex.. My future ex..
				if she sees you here I'm finished.  She hates
				you guys. It's what killed us in the first place.
				Please...

	He puts them in the fridge, shoving the jellyfish cake in Iceborg's
hands.

						KORBEN
				...Sorry, General, but we've got no choice!
				It'll only take a minute! Let me set up
				another meeting and I'll be back.

						MUNRO
				Three of us will never fit in there!

						KORBEN
					(pushing him)
				Oh, yes you will...

	Korben slams the fridge door.  The doorbell RINGS again.

						KORBEN
				...Coming!

	He whips through his place in ten seconds, gathers up things laying
about,
	shuts drawers, rolls up his laundry in the folding bed. He brushes his
hair back
	and opens the door with a big smile only to discover a gun stuck between
his
	eyes held by Cornelius.

						LEELOO
				Apipoulai!

						KORBEN
				I suppose that means "Hi" ?

						CORNELIUS
				I'm sorry to have to resort to such
				methods, but we heard about your
				good luck on he radio and we need
				the tickets to Fhloston.

						KORBEN
				Is that the usual way priests go on
				vacation?

						CORNELIUS
				We're not going on vacation..we're
				on a mission..

						KORBEN
				What kind of mission?

						CORNELIUS
					(sincere)
				We have to save the world.

						KORBEN
					(skeptical)
				Good luck..

						CORNELIUS
				Of course.

						KORBEN
				Father, I was in the Army for awhile
				and every time they told us we were
				on a mission to save the world the
				only thing that changed was I lost a
				lot of friends. So thanks for the offer..
				but no thanks.

	Cornelius is disappointed.  Leeloo looks crestfallen.

						KORBEN
				I'm sorry..

						VOICE
				This is a police control action..

	Everyone freezes as the whole building resounds with the electronic
voice.

111	INT.  LANDING  KORBEN'S  BUILDING

	A group of POLICEMEN bursts into the hallway.  One of the cops enters a
code on the police wall box.  A device descends from the ceiling, a
flashing light-siren,
	a VOICE fills the air.

						VOICE
				This is not an exercise.
				This is a police control.

	Cornelius starts to panic.  Korben takes charge.

						CORNELIUS
				Oh my god oh my god..

	Korben pushes a button sending the fridge to the next floor.  A shower
takes it's place.

						KORBEN
				Leeloo, hide in here and don't move!

	Leeloo hops in.  Korben tosses Cornelius on the bed.

						CORNELIUS
				What are you doing?

						KORBEN
				Trying to save your ass so you can
				save the world.

	..and hits a button on the wall.  The bed disappears into the wall.

	Korben grabs his tickets and slides them in his belt.

112	INT.  LANDING  KORBEN'S  BUILDING - DAY

	Meanwhile, the automatic police voice continues.

						VOICE
				...Spread your legs and place your
				hands in the yellow circles, please.

	A COP slaps a viewer device on Korben's door which makes part of it
transparent.

						COP 1
				Put your hands in the yellow circles,
				please.

	Korben takes his time hiding his face. The Cop looks at his sheet. He's
looking for
	a... KORBEN DALLAS. He has his picture, but it is Korben with long hair
and beard.

						COP 1
					(to COP 2)
				Sir? Are you a human?

						KORBEN
				No, I'm a meat popsicle.

						COP 3
					(at the other end of the hall)
				I found him!

	C.U. Korben's calling card is clumsily stuck to the door of the
neighbor's apartment.  COP 3 slaps the viewer on the nasty neighbor's door.
The neighbor is at his sink shaving instead of against the wall, COP 1
arrives with Korben's picture.

						COP 1
				Sir, this is a control.  Please put your
				hands in the yellow circles.

	The neighbor steps right up to the viewer, shaving cream on his face.  He
could pass for Korben.

						NEIGHBOR
				Fuck you!!

113	INT.  KORBEN'S  APARTMENT

	Korben still has his hands to the wall.

						KORBEN
				Wrong answer.

	SHOT O.S. EXPLOSION.  Scuffle.

114	INT.  HALL

	The riot police hustle down the hall dragging the neighbor behind them in
a canvas bag.  A cop is on the wall phone.

						COP
				OK, we got the guy under wraps.

115	INT.  ZORG'S  OFFICE

	Right Arm is on the phone, facing Zorg.

						COP (O.S.)
				It was not easy, but we bagged him!.
				Thanks for the tip!

						RIGHT ARM
					(smiling)
				Glad to help.

	He hangs up.

						RIGHT ARM
				They just arrested the guy for Uranium
				smuggling. Everything's going as planned.

	He shows him a plane ticket, and a passport with his picture and Korben's
name.

						RIGHT ARM
				All I have to do now is to go to the
				airport and take his place.  I should be
				in Fhloston in less than four hours.

	Zorg sits there quietly for a moment.

						ZORG
				Don't come back without the Stones.

116	INT.  KORBEN'S  APARTMENT

	Korben opens the shower door.  Leeloo is soaking wet, her teeth
chattering from the cold.

						KORBEN
				I'm really sorry.. there wasn't time.

His eyes fall on an old blanket.

						KORBEN
				Here let me wrap you up.

	Korben wraps her in an blanket and vigoroualy rubs her back.  Leeloo
warms gradually and snuggles closer to that warm comfortable shoulder.
Korben's rubbing slows, looking more like caresses.

						KORBEN
			..It's funny.  I've met you twice today  and
			you've ended up in my arms both times.

	Leeloo suddenly realizes that she has maybe gone a bit too far.
	She recovers, looking embarrassed too.

						LEELOO
					(nicely)
				Valo massa... Chacha hamas.

						KORBEN
				Uh..you're welcome.

	The intimacy makes him nervous.  He looks for a diversion.

						KORBEN
				Coffee!  That's what you need!
				A nice, hot cup of coffee!

	He pushes a button on the coffee machine.

						KORBEN
				With some honey!  You'll see, honey's
				great!...

	Korben rummages through the drawer.  Leeloo, innocent, doesn't seem to
quite understand everything that is going on.

						KORBEN
				A hot cup of coffee... with honey...

	He rummages through the cupboard, exceedingly nervous.  Leeloo smiles and
begins to look around.  She opens a drawer and comes upon..

						KORBEN
					(nervously)
				I've got this great honey somewhere.
				You know about honey?  There used to be
				these little animals who made it with antenna...

	..pictures of Major Korben Dallas War Hero.

						KORBEN
				..and these other animals who ate it..
				one were bees the other were bears..

	She looks back to the man fumbling for honey.

						KORBEN
				I forget which ate it and which made it
				but..

	And she smiles.

						KORBEN
				Here it is!

	Korben holds up the jar of honey.

						KORBEN
				Taste this...

	Leeloo innocently sticks his finger in the jar then puts it in her mouth.

						KORBEN
				It... melts in your mouth, doesn't it?

	She savors the honey, slowly; sensually.  Her lips shine with honey.  Her
eyes narrow with pleasure.  Korben is hypnotized by her lips, like a moth
attracted to a flame.  He begins to lose control, which makes him nervous.

	An indistinct sound comes from the wall.  But Korben is so entranced with
the sight of Leeloo licking her honied fingers, he doesn't hear it until
it becomes quite a racket.

						KORBEN
				You hear that?

						LEELOO
					(licking)
				Cornelius..

						KORBEN
				Oh god!

	Korben pushes the button on the wall.  The bed pops out, fully made, with
Cornelius tucked in it, struggling to get out.

						KORBEN
				I'm really sorry.. let me help you..

Korben begins to pull at the covers when..

						LEELOO
				Achta ge lumitai de matala..

	Korben turns..

						KORBEN
				What?

	He turns to Leeloo struggling out of her wet clothes. His breath is taken
away by the sight of her perfect body.

	Cornelius whacks him heavily on the head with a lamp.  Korben drops to
the floor.

						LEELOO
					(displeased)
				Vano da, mechteba?!
				Soun domo kala chon hammas!

						CORNELIUS
				No, I'm not proud of myself...
				But we don't have the luxury of choice.

117	INT.  ENTRANCE  KORBEN'S  BUILDING - DAY

	The POLICE exit the elevator and head for the front door.  A cop suddenly
takes a hit from a silencer, then a second. Others are bashed on the head
by MANGALORE warriors.  One of them picks up the prisoner bag, takes it
into a small shed.

118	INT.  SHED

	Aknot, the Mangalore leader, is seriously wounded and can't walk.

						AKANIT
				Korben Dallas!  We got him.

						AKNOT
				Perfect... Take command, Akanit.
				Go to Fhloston and get the Stones...
				If Zorg really wants them... He'll have
				to negotiate.  Revenge is at hand.

119	INT.  KORBEN'S APARTMENT  KORBEN'S  BUILDING - DAY

	Korben gets unsteadily to his feet, some blood drips down his face. He
daubs at it.

						KORBEN
				Jesus!... Some priest!

	The phone rings, he manages to answer.

						KORBEN
				Yeah?

						MOTHER (V.O)
				Have you pulled yourself together?

						KORBEN
				...Not yet.

	He hangs up.

	Korben opens the fridge door.  The three officers are frozen solid.
Korben grabs some ice, presses it to his forehead.

						KORBEN
				I'll take the mission.

	He closes the door.

120	INT. AIRPORT  HALL - DAY

	Cornelius and Leeloo (still damp) arrive at the Manhattan Intergalactic
Airport.
	A huge hall three quarters filled with trash piled up to the ceiling.

	There are groups of extra-terrestrials on strike standing in trash
holding picket signs.  A SECURITY GUARD picks up a phone off the wall.

						SECURITY GUARD
				Illegal gathering in Zone 4.

	A hand taps Leeloo from behind.  She whips around catching David in the
face.

						CORNELIUS
				Leeloo, be careful.

	He turns to David who in holding his bloody nose.

						CORNELIUS
				Did you get them?

	David hands Cornelius two passports.

						CORNELIUS
				Excellent... Leeloo Dallas.

	He hands it to her.  The name makes her smile.

						CORNELIUS
				And Korben David Dallas.

	She frowns.

						LEELOO
				Akta dedero ansila do mektet.

						CORNELIUS
				I can't pretend to be your husband...
				David's in great shape.

	She looks at David holding his bloody nose.

						CORNELIUS
				He'll protect you. Go on... See the Diva...
				get the Stones... See you at the temple...
				God be with you.

	ANGLE ON: Korben comes rushing into the airport. Walking quickly, he
scopes the hall looking for Leeloo. A POLICE PATROL bearing down on the
STRIKERS jostles him. The cops open fire.  The strikers dive into the garbage
and disappear.

121	INT.  BOARDING  GATE

	David nervously puts tickets and IDs on the check-in counter.
	Leeloo tosses her suitcase on the conveyor belt.

						CHECK-IN ATTENDANT
				Congratulations on winning the contest.

	David gives her a bleak smile.  Leeloo rolls her eyes.

	Back a ways, Korben has spotted Leeloo and... David.  He heads right for
them.  Leeloo's seen him. She is both delighted and panicked.  David's
seen nothing.  Korben presses one of his fingers like a gun to David's back.

						KORBEN
					(friendly)
				Hey! I really thought I was going to
				miss my flight!
					(to David)
				Thanks, kid! You put the luggage on
				the conveyor belt?

						DAVID
					(freaking)
				Uh... yeah.

						KORBEN
					(smiling)
				Great! Now beat it!

	Paralyzed, David leaves.  Korben turns to the attendant.

						KORBEN
				Excuse me.  I was so afraid I'd miss the
				flight that I sent the kid here to pick up
				my boarding card.

	He looks at David's fake ID.

						KORBEN
				...My cousin David...

	Leeloo is unable to hold back a smile.

						CHECK-IN ATTENDANT
					(looking at Leeloo's ID)
				Your wife?

	Korben grabs the ID and reads it.

						KORBEN
				Uh, yes... Newlyweds.
					(aside)
				You know how it is... Love at first sight.
				You meet, something goes tilt,. you get
				married, you hardly know each other.
				Right, darling?

	Leeloo rips her boarding card out of the attendant's hand.

						LEELOO
					(sharply)
				Dinoine chagantakat!

						KORBEN
				Took the words right out of my mouth.
				Go on... I'll be right with you.
					(to Check-in Attendant)
				It's our honeymoon. We're going to use
				the trip to get to know each other better.

	He winks at the stewardess.

	ANGLE ON:

	The neighbor and a tawdry young girl cross the airport.  The couple in
almost knocked over by a police patrol holding a 500 pound PIG on a
stainless steel leash. The couple panics a moment, the realize the patrol
isn't for them. The pig heads for the pile where the strikers disappeared.

						COP
					(to pig)

				Come on, snyffer, go root!

	The pig piles into the garbage.  The Cop cuts it some slack.
	Cornelius sits at a bar.

						CORNELIUS
					(to the bartender)
				I feel so guilty sending her to do the dirty
				work. I know she was made to be strong
				but she's also so fragile... So human.
				You know what I mean?

	The bartender, a robot, nods his head as he pours Cornelius a drink.

	ANGLE ON:

	The nasty neighbor and his wife hand their tickets to the check-in
attendant.

						CHECK-IN ATTENDANT
					(surprised)
				Dallas... Korben...

						NEIGHBOR
					(in a different voice)
				Yes, that's me.

	The check-in attendant triggers a transparent blue light that shines on
their faces, revealing two other faces:

	Mangalores.

						CHECK-IN ATTENDANT
					(smiling)
				Just a minute, please.

	She hits a silent alarm, but the Mangalores feel something is wrong.

						NEIGHBOR
				We'll be right back ... we're gonna
				check out the duty free...

	They spin around and hurry away.

	ANGLE ON:

	Cornelius at the bar, half in the bag.

						ROBOT
				The same?

						CORNELIUS
				Yeah...

						DAVID (V.O.)
				Make that two...

	Cornelius turns to David.

						CORNELIUS
				Where's Leeloo?

						DAVID
				On the plane... with Mr. Dallas...
				the real one.

						CORNELIUS
				It's all my fault.  I'm the servant...
				It's my mission! Here!

	He hands David the Temple Key from around his neck.

						CORNELIUS
				Here's the key to the Temple..
				Prepare for our arrival!

	Cornelius tosses David's drink into his own, downs it all in one shot,
and takes off, passing the Mangalore couple headed for the exit.  They are
very nervous.
	A police patrol is coming.  This time, it seems to be for them.

						NEIGHBOR
					(to the tawdry girl)
				Tell Aknot plan A flopped.
				Tell him to go to plan B.

	The tawdry girl nods and peels off. The neighbor takes out a gun and
blasts away at the cops.  The cops fire back. A firefight rages in the
hall. The tawdry girl dives into a pile of garbage and disappears.

						COP
					(into walkie-talkie)
				...Send in a back-up unit, Zone 7!

	ANGLE ON:

	On one side of the hall, a trap door opens. Three pigs come running out,
grabbed by their police handler.

	Cornelius waits until everyone has left, gets down on all fours and
crawls through the trapdoor reserved for the pigs.

122	INT.  FIRST  CLASS  LOUNGE

	Leeloo stands at the buffet in the first class lounge eating everything
in sight.

123	INT.  HALL

	Korben is led down the hall by a STEWARDESS.

						STEWARDESS
				You are so lucky... Loc Rhod is the
				coolest DJ in the universe.

						KORBEN
				Listen... I don't want to be interviewed.
				I'd prefer to remain anonymous.

	The stewardess stops in the corridor.

						STEWARDESS
				Forget anonymous.  You'll be doing Loc
				Rhod's live show every day from 5 to 7!

						KORBEN
					(expression changes)
				You gotta be kidding!

	The stewardess smiles and shakes her head.  The door next to him suddenly
swings open and smashes him in the face.

	In walks LOC RHOD amidst a tornado of music and security guards.  He is
young, good-looking, eccentric, charming as an elf or sly as a fox.  A
bundle of energy.  He is the 24th century's most popular DJ.

						LOC RHOD
					(speedy, in rhythm)
				Korben Dallas! Here he is The most hated
				man in the universe. The one and only winner
				of the Gemini Croquette contest! Ladies, start
				melting 'cause the boy's hot! Hot! Hot! The boy
				is perfect..
					(he feels his muscles)
				...The right size, right build, right hair.  Right on!
				Say something-to those 50 billion pair of ears out
				there D-man!

	An ASSISTANT hands a totally lost Korben a mike.

						KORBEN
					(hesitant)
				...Hi.

						LOC RHOD
				Does it get any better or what!

	Loc Rhod grabs Korben's arm and leads him down the hallway, as fast as
the music.

						LOC RHOD
				...Quiver ladies, he's gonna set the world on
				fire right here from 5 to 7! You'll know
				everything there is to know about the D-man.
				His dreams, his desires, his most intimate of
				intimates.  And from what I'm looking at
				intimate is the stud muffin's middle name.
				So tell me my main man... you nervous in the
				service?

						KORBEN
				Uh... not really.

	Loc Rhod lets go of Korben's arm and grabs the Stewardess.

						LOC RHOD
				Freeze those knees, my chickadees, 'cause
				Korben is on the case with a major face...

	Loc Rhod rubs up against the stewardess.

						LOC RHOD
				...Start drooling, ladies! My man here is a
				sharp-tongued Sire who's gonna stroke your
				every desire.

	They come to an intersection.  The airline company has prepared drinks
for them.  Loc Rhod pushes on, grabs a glass of champagne, scribbles his
autograph.

						LOC RHOD
				Yesterday's unknown will be tomorrow's Prince
				of Fhloston Paradise, the hotel of a thousand and
				one follies, home of luxury and beauty.  A magic
				fountain flowing with non-stop wine, women and
				Bootchie Koochie Koo...

	He tosses away his champagne glass.

						LOC RHOD
				Beware out there puppy dogs my man is on
				the prowl. Owwww!

	Howling, Loc Rhod grabs another stewardess by the arm.

						LOC RHOD
				...And start licking your stamps little girls,
				this guy's gonna have you writing home to
				Momma! Tomorrow from 5 to 7, I'll be your
				voice, your tongue and I'll be hot on the tail
				of the sexiest man of the year... D-man...
				Your man... My man.

	The stewardess shivers.  A BEEP is heard.

						VOCODER (O.S.)
				End of transmission.

	The MUSIC suddenly stops.  Several assistants come and compliment Loc
Rhod who sighs, lights up a cigarette, and drops his pretense.

						LOC RHOD
				Korben sweetheart do me a favor I know this
				is probably the biggest thing that ever happened
				to you in your inconsequential life. But I've got
				a show to do here and it's got to pop. So tomorrow,
				when we're on air, give me a hand... Try to make
				believe you have more than a one word vocabulary.
				OK pal?

	That does it.  Korben grabs him by the collar and drags him into a
corner.
	Loc Rhod's feet don't touch the ground.

						KORBEN
					(pissed)
				I didn't come here to play Dumbo on the radio.
				So tomorrow between 5 and 7 give yourself a
				hand, that clear pal?

						LOC RHOD
					(petrified)
				Crystal.

124	INT.  AIRPORT

	The Check-in attendant has two more tickets in her hand.

						CHECK-IN ATTENDANT
					(alter a moment, reading)
				...Mr. Dallas... Korben Dallas?

	Zorg's Right Arm gives her a big smile.

						RIGHT ARM
				That's right.

	The attendant scans the ID with a yellow beam, it checks out, and the
blue light reveals no other face but his.

						CHECK-IN ATTENDANT
				The problem is I only have one Korben Dallas on
				my list... and he's already checked in.

	Right Arm's smile shatters.

						RIGHT ARM
				That's impossible!  He's in j... I mean, there
				must be some mistake. I have my ticket!
				I'm the real Korben Dallas!

	A shrill BELL rings out.

						CHECK-IN ATTENDANT
					(smiling)
				I'm sorry, sir, boarding is finished.

	The attendant hits a button.  A thick window slowly slides up between
them.
	Right Arm totally loses it.

						RIGHT ARM
				I want to see your boss!  Get rid of this
				fucking window! Somebody's made a
				mistake, goddamnit!

	He pounds on the counter with both fists. A steel curtain comes down.
Red sighting beams target spots on his body, ten gun barrels protrude from
the wall, all aimed at him.

						VOICE (O.S.)
				This is not an exercise.  This is a police
				control.
				Put your hands in the nearest yellow circles...

						RIGHT ARM
					(slowing down)
				Sorry, my fault... Just a little overexcited...
				that's all... I'm calm now.

125	INT.  SHUTTLE - DAY

	Korben makes his way in the plane  looking for his seat. No more seats in
modern planes, just individual travel boxes lined up like microwaves.  He
passes STEWARD holding his bloodied nose. He has found what he is looking
for. He enters to.... Leeloo quietly stretched out in front of a computer
screen.  Korben slips in beside her.  Leeloo in concentrating on the words
that scroll rapidly  past her on the screen.  He doesn't understand what she
is doing.

						LEELOO
				Apipoulai!

						KORBEN
				Not hard to find you...just follow the
				Chaos...

	Leeloo smiles, as if complimented.

						KORBEN
				Leeloo, listen to me... these tickets...
				they're not mine... I mean they are, but
				not for vacation like everyone thinks...
				I'm on an operation... and if I didn't come
				get you, you'd be in a shitload of trouble...
				I'd love to be on vacation with you...
				but now.... now I've got to work...
				And Leeloo... I would love to work in peace.

	Leeloo types in "LOVE" on the keyboard.

						LEELOO
				Love...

						KORBEN
				Yes! But "love" isn't the operative word
				here, PEACE is!

	Leeloo types in this new word.

						LEELOO
					(rather pleased)
				Peace... and love...

	She brings up a picture of a 60's style Hippie flashing a peace sign.
Korben sighs and switches off the screen.

						KORBEN
				Sometimes you can't learn everything
				from a screen..sometimes it's better to
				ask someone who has experience..

						LEELOO
					(quite happy)
				What is... Make Love?

	Korben just stares at her for a few minutes.

						KORBEN
				Know what? On that subject maybe you'd
				be better off asking the screen.

	He turns the computer back on.

	ANGLE ON:

	A STEWARDESS walks up the aisle of the shuttle pushing the red buttons on
top of each individual box.

						VOICE (O.S.)
				...to make your flight as short and agreeable
				as possible, our flight attendants are switching
				on the timing sleeper which will regulate your
				sleep during the trip...

	ANGLE ON:

						LEELOO
					(switching off the screen)
				OK! Finished!

						KORBEN
				Finished what?

						LEELOO
				Learning language.

						KORBEN
				Which one?

						LEELOO
				All 900.

	Korben doesn't know if he should laugh or not.

						KORBEN
				You learned 900 languages in five
				minutes?!

						LEELOO
					(pleased)
				Yes! Now it's your turn! I learned your
				language, you have to learn mine!

						KORBEN
				I know how to say "Hello". Teach me how
				to say "Good-bye", that's all I need.

						LEELOO
				Apipoussan!

						KORBEN
				Apipoussan?

						LEELOO
				Good! Do you know how we say "make love"?

						KORBEN
					(fumbling)
				Uh...

						LEELOO
				...Hoppi-hoppa.

	Korben literally melts.

						KORBEN
					(to himself)
				Help...

	Luckily, a stewardess smiles at him through the box window.

						STEWARDESS
				Sweet dreams, Mr. Dallas!

	The stewardess sets the timing sleeper.  Korben and Leeloo immediately
fall asleep.

	A STEWARDESS at the other end of the shuttle has a problem.

						STEWARDESS 2
				Mr. Loc Rhod you have to assume
				your individual position.

						LOC RHOD
					(hugging her)
				I don't want an individual position,
				I want all positions!

						STEWARDESS 2
					(resisting somewhat)
				We're going to take off soon, Mr. Rhod!

						LOC RHOD
				Now you're talking!

126	INT.  COCKPIT  FHLOSTON  SPACE  SHUTTLE

	Three CREW MEMBERS prepare for liftoff.

						COPILOT
					(on the radio)
				Molecular axis authorization. Vector 130.
				Destination Fhloston.

	Stewardess 1 enters the cockpit.

						STEWARDESS 1
				Zone 1. 217 locked. The sleep regulator is OK.

						PILOT
					(checking her out)
				Thanks, Miss.

	The Stewardess leaves with a smile.  A red light flashes on the vast
control panel.

						MECHANIC
				Tell the ground crew we've got parasites
				in the landing gear.

127	INT.  AIRPORT  LANDING  STRIP - DAY

	A GROUND CREW MEMBER goes over to the truck parked under one of the
plane's wings and bangs on the side of it with a shout.

						GROUND CREW MEMBER
				Disinfecting!

	Two DISINFECTORS in hermetically sealed suits exit the truck.  They go
over to the front landing gear and send up a whooshing beam.  The flame
burns everything it touches.  A pack of repugnant creatures falls squealing
from the landing gear.  A small trapdoor is opened under the shuttle and a
huge slightly phosphorescent tube falls out.

128	INT.  AIRPORT  HALL / ZORG'S  OFFICE

	Zorg's Right Arm is in a phone booth in the middle of the hall.

						RIGHT ARM
				Yeah, it's me... Put Zorg on.

	He is already sweating.

						ZORG
					(cold)
				I'm listening.

						RIGHT ARM
				The real Korben Dallas is on the plane!
				He took my place.

						ZORG
				This is a joke, right?

129	INT.  SHUTTLE

	Loc Rhod is wrapped around a stewardess like a snake.

						LOC RHOD
				No!! I swear to God! I've never been this
				sincere with a human before!

130 EXT.  LANDING  STRIP

	TWO GROUND CREW MEMBERS stick an enormous, highly phosphorescant tube
	into the opening.

						GROUND CREW MEMBER
				You're fueled and ready to go.
				Have a nice flight.

131	INT.  SHUTTLE

						PILOT
					(to copilot)
				Everything ready for liftoff?

132	INT.  CABIN

						STEWARDESS
					(weakly, to Loc Rhod)
				No, no... I'm not ready! I'd like to talk first...

133	INT.  ZORG'S  OFFICE / AIRPORT  HALL

						ZORG
				I cannot hear you. We have a bad
				connection here.  What's your number?

	Right Arm reads off the phone number.

						RIGHT ARM
				278-500-645-321

						ZORG
				I'll call you back.

134  EXT.  LANDING  STRIP

	The runway is now empty. A man slips out of the shadows. It's Cornelius.
He scurries over to the front landing gear. He pauses for an instant, the
climbs up the wheel well and disappears inside the shuttle.

135	INT.  SHUTTLE

	The pilots are going through the pre-flight check list.

						COPILOT
				Anti static pressure?

						MECHANIC
				Primed.

	The mechanic presses a series of buttons.

136	INT.  CABIN

	Loc Rhod undoes a series of buttons on the stewardess' blouse, behind a
curtain. He whispers a poem.  Impossible to resist him. Outside the
curtain the stewardess' legs rise slowly.

137	EXT.  LANDING  STRIP

	On the ground, protective fire curtains rise slowly to contain the engine
exhaust on liftoff.

138	INT.  ZORG'S  OFFICE

	A keyboard slowly appears in front of Zorg.

						ZORG
					(typing the number)
				278... 500...

139	SERIES OF QUICK CUTS:

	The pilot gradually turns the engines up.

						COPILOT
				10 seconds...

						PILOT
				Power increase.

	- The stewardess undergoes a power surge from Loc Rhod that's about to
lift her of.

	- Zorg finishes gleefully typing in the number.

						ZORG
				3... 2... 1...

	- The engines at full blast.

	- The stewardess in close to screaming.

						PILOT
				Liftoff.

	- The copilot pushes a button.

	- So does Zorg.

	- The engines release their full power.

	- The stewardess screams in ecstasy.

	- In the hall, Right Arm literally explodes along with the phone and
everything else   within 60 feet.

140	INT.  FHLOSTON  SPACE  SHUTTLE

	The stewardess' legs slowly descend and disappear behind the curtain.

141	INT.  COCKPIT

	In the cockpit, the atmosphere loosens up.

						COPILOT
					(relaxing)
				Landing gear secure.  Let's light one up.

142	INT.  CABIN

	Korben and Leeloo sleep soundly in their box.  Leeloo has a smile on her
face and her hand in Korben's.

143	EXT.  OUTERSPACE - NIGHT

	The spaceship rockets past us, then suddenly vanishes with amazing speed.
Space is now empty and calm.  Billions of stars glow in perfect silence.


144	EXT.  SPACE

	The nefarious planet in still there, immobile, even larger now, writhing
like a serpent.  Then, suddenly, for no apparent reason, all activity stops
and it becomes gray and cold.

145	INT.  SPACESHIP

	In the Admiral's starship, scientists watch the measuring device.  One of
the devices suddenly starts working.

						TECHNICIAN
				All right! We're finally getting something!

146	INT.  PRESIDENT'S  OFFICE

	The Head Scientist stands facing the President, who is looking more tired
than ever.

						HEAD SCIENTIST
				The thing is sending out radio wavelengths!

						PRESIDENT
				What the hell does it want with radio waves?

						HEAD SCIENTIST
				...Probably wants to make a call!

	The President and his Generals look at him in astonishment.

147	INT.  ZORG'S OFFICE

	Picasso purrs contentedly on Zorg's lap.  The phone rings.

						SECRETARY (O.S.)
				Mr. Shadow on the line.

	Zorg shoots to his feet.  Picasso tumbles to the floor.  Zorg picks up
the phone, both excited and uneasy. He stands there, almost coming to
attention.

						ZORG
				Yes... Zorg here.

	The voice is feeble.  It comes from the far reaches of time, from the
bowels of the universe.

						SHADOW
				Am I disturbing you?

						ZORG
				No... not at all.  Where are you?

	SHADOW'S breathing is awesome.

						SHADOW
				...Not far, now.

						ZORG
				Really? Maybe I can get you on my screen
				and see you at last!

	Zorg brings up a huge screen and pushes a few buttons.

	In the middle of an electronic snowstorm, a blackish, vaguely human,
quiverinq form appears. Two eyes, like lava, give an idea where the head is.
Zorg feels sick.

						SHADOW
				Do you have the picture now Mr. Zorg?

						ZORG
				Got it.

						SHADOW
				How's our deal coming along?

						ZORG
					(ill at ease)
				Fine, just fine!  I'll have the 4 pieces you
				asked for any time now.  But it wasn't easy.
				My costs have tripled.

	Shadow pauses an instant.  A black slimy liquid starts to ooze from the
top of the screen.  Zorg is feeling worse all the time.

						SHADOW
				Money is of no importance...
				I want the Stones!

	The black liquid oozes all over the screen which starts to melt.  Zorg
sweats profusely,  his legs tremble.

						ZORG
				The Stones will be here. I'll see to it
				personally!

						SHADOW
				...I can't wait to be among you.

	Zorg sighs and sits down totally freaked.

148	EXT. ORBIT  FHLOSTON  PARADISE

	The space shuttle fills the screen.  It banks left and begins its descent
toward Fhloston, the turquoise planet.  Crystal blue water, perfect white sand
beaches.  A true paradise.

149	INT.  SPACE SHUTTLE

	The stewardess picks up a microphone to make an announcement.

						STEWARDESS
				Ladies and gentlemen, we have begun our
				descent toward Fhloston Paradise...

	Stewardesses walk down the aisles waking the passengers one by one. They
press a button on the door of each box.

	In the corner, Loc Rhod and the stewardess awake with a start and
straighten their clothes quickly.  The stewardess is embarrassed.

						STEWARDESS
					(timidly)
				I wanted to tell you that...

	Loc Rhod puts on his sunglasses and presses a finger to her lips.  He
disappears behind the curtain leaving the sighing stewardess on her own.

150	EXT.  FHLOSTON  PARADISE

	The spaceship descends through some clouds and glides over a vast
turquoise sea.  Fhloston Paradise looms into view.  An enormous oceanliner
floating a dozen yards above the water.  On closer inspection it is more
modern than a traditional oceanliner.  The shuttle draws near, looking
ridiculously small next to the monster.  Like a sardine next to a whale.

151	INT.  COCKPIT

	A blinking light goes on.

						PILOT
				Shit! Parasites in Zone 1. Take a look.

	The 1st Mate heads off.

152	INT.  CABIN

	A stewardess opens Korben's box door.  He is still heavy with sleep. He
looks over at Leeloo.  She's not there.

153	EXT.  FHLOSTON

	The tiny space shuttle clings to the huge oceanliner.

154	INT.  COCKPIT

	The Pilot maneuvers the ship into it's docking area.

						PILOT
				Docking activated.
				You can let the passengers out.

155	INT.  REAR  OF  COCKPIT

	The 1st mate pries open the door to an overhead panel.  Cornelius falls
out, hanging in a jumble of wires.

156.	INT.  ENTRANCE  HALL  FHLOSTON PARADISE - DAY

	The enormous door opens and the passengers exit.  Leeloo is among them.
She appears quite impressed by the beauty and luxury of the 19th century
decoration.

157	INT.  CABIN

	Korben attempts to make his way up the shuttle's aisle.

						KORBEN
					(jostling everybody)
				Pardon me.  Excuse me. I'm trying to
				reach my wife.. Sorry!

158	INT.  ENTRANCE  HALL

	A dozen policemen wait patiently at the end of the hall.  Leeloo stops
and presses against the wall.  She spots Korben leaving the shuttle.  A
gorgeous HOSTESS comes up to him, drapes a lei around his neck and plants a
kiss on his lips in welcome.

						HOSTESS
					(smiling)
				Welcome to Paradise.

	Korben's face is covered in lipstick.  Leeloo sees he did nothing to stop
the girl and she doesn't like it.

	A HEFTY MAN wearing a sarong drapes some flowers around her neck.  Then,
	obviously relishing it, he leans down to kiss her.  Leeloo bashes him on
the forehead.  The hefty man straightens up.  He's still smiling, but his
nose is bleeding. He falls slowly to the floor.

	Korben pushes forward trying to spot Leeloo.  He also tries to wipe the
lipstick off.  Leeloo tries to escape through a door marked PERSONNEL ONLY,
but it's locked.  A HOST looks at her with a grin.

						HOST
					(playful)
				If you don't have the code you can't
				open it!

	Leeloo smiles and punches in an old code and twists the doorknob.  The
door opens with the sound of a braking lock.  Leeloo smiles sweetly and enters
as if nothing were amiss.

	A shriek of joy fills the room.  Korben turns around.  The HOSTESSES
cluster around Loc Rhod as he comes out of the plane.  Loc Rhod spots Korben
and latches onto his arm.  It's not going to be easy to remain discrete.

						LOC RHOD
					(relieved)
				My main man! Please don't leave me here
				alone. My head's killing me and my adoring
				fans are gonna tear me apart! Get me outta
				here!

						KORBEN
				I'll take you to the bar, after that,
				you're on your own.

						LOC RHOD
					(hanging on to Korben)
				Oh, yes! Do that! You treat me right,
				man. Tell me all about yourself, your
				roots, your personal life, your childhood
				dreams...

						KORBEN
				I don't think this is a good time...

						LOC RHOD
				...You got brothers and sisters? What
				about your dad? Tell me about your
				dad! What was he like? Physically?
				Big, I suppose?

						KORBEN
					(evasive)
				Yeah, very big, a giant.

						LOC RHOD
				I didn't have a dad... never saw him...
				never even heard him. 50 billion people
				listen to me every day... and he doesn't
				hear me...

159	INT.  SMALL  ROOM  FHLOSTON PARADISE - DAY

	Leeloo is in a small room, ear at the door, listening. Everything seems
normal. She turns and discovers the room for what it is:	a rest room
for... three cops who look up from their books and stare blankly at her.
Leeloo doesn't know what to do. So she smiles.

160	INT.  HALL - OMIT

161	INT.  MAIN HALL  FHLOSTON  PARADISE - OMIT

162	EXT.  ORBIT  FHLOSTON  PARADISE - DUSK - OMIT

163	INT.  THE CONTROL ROOM  FHLOSTON  PARADISE - DUSK - OMIT

164	INT.  KORBEN'S  STATEROOM

	The door opens.  The HOSTESS turns on the light and enters.  Korben
follows her, gaping at all the luxury.

	The BAGGAGE BOY enters bringing Leeloo's two suitcases.

	Korben grabs the notice announcing Diva Plavalaguna's concert at 5:30 in
that evening.  Dress: Formal attire.

						KORBEN
				For the concert it says formal attire...
				I didn't bring...

	The hostess pulls back the closet door.  Twenty tuxedos in a row.

						HOSTESS
					(looking him over)
				Here's some champagne. I'll drop by after
				the concert to open it.

	She gives him a blinding smile and closes the door.

	Korben pushes a button.  The curtains open to reveal a most spectacular
view of the turquoise planet.  Stars shoot out into infinity.
Breathtaking.  Korben stands gaping.  The phone rings, snapping him out of
his reverie.

						KORBEN
				Hello?

						MOTHER (O.S.)
				You little sleaze bag!

						KORBEN
				...Ma???

						MOTHER (O.S.)
				Don't you ever ask me for another thing
				in my life again, you've killed your
				poor mother with your own hands!

	Korben drops into an armchair and sighs. His eyes go to the ceiling.

						KORBEN
				...Ma!!!

165	INT.  CONTROL ROOM  FHLOSTON PARADISE - OMIT

166	INT.  FHLOSTON PARADISE  POLICE OFFICE - DAY

	The Chief of Police has Cornelius in front of him, handcuffed.

						FOG
				The Diva's ship is coming in.

						CHIEF OF POLICE
				I want maximum security.

						FOG
				Yes. Sir!

						CHIEF OF POLICE
					(to Cornelius)
				OK, let's hear it.

						CORNELIUS
				Where was I?

						CHIEF OF POLICE
					(bored)
				...You open the door. There's a cabby with
				a girl in his arms.

	FOG opens the door.  Two COPS come hobbling in all bloody and bandaged.
They hold up a THIRD COP.

						CHIEF OF POLICE
				What happened?
				A bomb go off in your face?

						BEAT-UP COP
				Yeah... A 5 foot 7 inch bomb...
				with green eyes.

	Cornelius perks up.

						CORNELIUS
				And the smile of an angel?

	They all turn to look at him.

						CORNELIUS
					(to Chief)
				May I speak to you alone.

167	INT.  CORRIDOR  FHLOSTON PARADISE - DAY

	Leeloo watches the Diva's arrival.  A door opens and two POLICEMAN clear
the way for DIVA PLAVALAGUNA, her MANAGER, her BODYGUARDS and a gaggle of
	PORTERS carrying trunks.

	Not wanting to draw attention to herself, Leeloo feigns interest in a
painting that is obviously upside down. A white chiffon veil covers the face
of the Diva, she stops in front of Leeloo.  The Diva reaches out and
strokes Leeloo's face, without touching her. The Diva removes her hand
making a sound of crackling electricity, then passes on.  Leeloo is groggy.
The Diva's ASSISTANT comes up to her.

						DIVA'S ASSISTANT
				Please forgive this little incident. She wants
				you to know that she senses great powers in
				you... in the service of a noble cause... She
				will give you what you have come to get, but
				she wants to sing first...
				One last time...

	The Diva's assistant turns the painting right side up.

						DIVA'S ASSISTANT
					(nodding)
				Miss.

	Leeloo looks at the painting, seems to understand it better.

168	EXT.  DIVA'S  SUITE

	Policemen stand at attention in front of the Diva's suite.

						FOG
				Hello, I'm head of security.
				Everything is in order. You can...

	The Diva enters her suite without letting him finish.

						FOG
				...make yourselves at home safely.
				If you need anything...give it a knock!

169	INT.  POLICE  OFFICE  HALLWAY - NIGHT

	A door opens near the police officer's main entrance. Cornelius looks
both ways. Then crosses the hall, dragging the Chief of Police by the feet.

170	INT.  KORBEN'S  STATEROOM

	Korben finishes putting on his tux, still on the phone.

						KORBEN
				Listen, Ma! I've only got a few days
				vacation and I'll be damned if I'm
				gonna spend them on the phone.

	The door RINGS.

						KORBEN
				...Hang on, it's the door. No!
				I told you I didn't bring anybody!
				I'm all alone... as usual!

	Korben opens the door.  It's not the champagne.  Even better. It's
Leeloo.

						KORBEN
					(to his mother)
				...I'll call you back.

	Leeloo heads right for her suitcase and starts to undress.  Korben has to
turn away once more.

						KORBEN
				Here we go again...

						LEELOO
					(by rote)
				You know women normally change five
				times more than men.

						KORBEN
				You get that off the screen?

						LEELOO
				Yes... you know there's a lot of
				differences between men women.

						KORBEN
				You noticed..

						LEELOO
				OK, you can turn around!

	Korben turns around.  Leeloo has put on a very simple dress which is sexy
to the max.  He is smitten.  So much so that Leeloo wonders if something
isn't quite right.

						KORBEN
				Where you going?

						LEELOO
				I'm going to see the Diva sing. What's
				the matter?... Do I look bad?

						KORBEN
				No, not at all!  I mean, just the opposite,
				you're... you're beautiful!

	Leeloo smiles at him, his compliment pleases her.  She turns, revealing
her unzippered back.  Korben cannot help but stare at her bare flesh.  Her
perfect bottom.

						LEELOO
				Do you know how this works?

	Korben's blood boils.  She wriggles, pressing her hands together close to
the zipper.

						KORBEN
				I have an idea.

	But instead of pulling on the zipper he slips a bracelet on her wrist.  A
flourescent beam bursts out of the bracelet and forms a vertical bar going
from the floor to the ceiling.
	Stunned, Leeloo is held captive.

						KORBEN
				I told you I need to work in peace.
				Remember? I need to concentrate.

						LEELOO
				And you can't concentrate with me
				around?.

						KORBEN
				It's difficult.

	She tries to breakout.

						KORBEN
				Army issue. I'm sorry.

	Leeloo tries desperately to get out of the handcuffs. Impossible.

	Korben sets the radio down in front of her and turns it on.
	Leeloo looks like she'd like to break his head.

						LEELOO
					(seething)
				You're nothing but a... a...

						KORBEN
				The words you're looking for weren't
				in the dictionary you studied. I won't
				be long.

	The door flies open.  Loc Rhod barges in.

						LOC RHOD
				Hey Stud we gotta...

	Then he sees the scene, Leeloo cuffed, in a low cut dress.  His mind goes
to the obvious.

						LOC RHOD
				Korben my man what's happening here?
				Who's the chick? What's the gig?
				We free forming here? Getting funky
				with the monkey? Can I get in on this?

	Korben grabs him by the collar..

						KORBEN
				No..to all of the above.

	And yanks Loc Rhod out of the room.  Leaving Leeloo looking extremely
unhappy.

171	INT.  RADIO - OMIT

172	INT.  LOC RHOD'S  STATEROOM  FHLOSTON  PARADISE - NIGHT - OMIT

173	INT.  HALL - OMIT

174	INT.  BATHROOM - OMIT

175	INT.  DIVA'S  SUITE  FHLOSTON PARADISE - NIGHT - OMIT

176	INT.  FHLOSTON  PARADISE  OPERA - NIGHT

	Loc Rhod and Korben enter what turns out to be a replica of the Garnier
Opera in Paris.  A hostess escorts them to their seats.

						LOC RHOD
					(broadcasting)
				We have just walked into what is probably
				the most beautiful concert hall in the universe.
				Totally awesome! Magnificent paintings on the
				ceiling. I don't know who painted them, but he
				must have busted his balls! I see a row of former
				ministers, more sinister than minister! A few generals
				practicing how to sleep. And there's Baby Ray, star
				of stage and screen, drowning in a sea of nymphets.
				He's not gonna get much out of this concert, he's
				stone-deaf!

	ANGLE ON:

	Baby Ray bending his ear to a girl asking for an autograph.

						BABY RAY
				...to who?

						LOC RHOD
					(moving down the aisle)
				...And over there is Roy Von Bacon, the king
				of laserball and the best paid player in the League.
					(shakes hands as he goes by)
				...And over there is the Emperor Kodar Japhet
				whose daughter Aachen is still at the bar.
				"I love to sing, too, but in the shower", she
				recently confessed to me. She will no doubt
				prove to be as generous tonight as she always is.

	A waiter gives them two glasses of champagne.  Track with the WAITER an
he leaves the hall with his empty tray.  He enters a small room reserved for
staff.

177	INT.  STAFF  ROOM  FHLOSTON  PARADISE - NIGHT

	The waiter joins some other WAITERS.  They are well armed.  He opens a
cupboard and pulls out a humongous weapon. Suddenly their faces burn off
revealing AKANIT, the young leader of the Mangalores, and his troops.

						AKANIT
				It's showtime!

178	INT.  CONCERT  HALL

	The lights dim slowly in the concert hall.

179	INT.  PRESIDENT'S  OFFICE

	President Lindbergh and his staff, including Munro, sit at the desk.
Speakers appear.

180	INT.  KORBEN'S  SUITE

	Leeloo, still a prisoner, listens to the concert.

181	INT.  CONCERT  HALL

	Korben is tense.  The curtain rises.  The Diva, in a stunning gown,
stands in the center of the stage, head bowed.  Behind her, a star filled
window.  The MUSIC begins.  The Diva looks up, a rare beauty, but an alien.
And then she begins to sing.  Her voice is divine, unmatched.  Korben is
swept up in the TEARS.

182	INT.  KORBEN'S  SUITE

	Leeloo has tears in her eyes

183	INT.  DIVA'S  SUITE

	The manager couldn't care less about the concert.  His main problem is
the bottle of scotch he can't seem to open.  The doorbell RINGS.

						MANAGER
					(ugly mood)
				Yeah!?

						VOICE (O.S.)
				Flowers for the Diva.

						MANAGER
				She's allergic to flowers!!!

						VOICE (O.S.)
				There's champagne as well...

	The manager takes one look at the stubborn bottle and opens the door. And
finds himself staring down the barrel of a gun. A dozen Mangalores rush
in. One of them, with a human face, closes the door and waits out in the hall.

	ANGLE ON:

	Cornelius watching from around the corner.

						CORNELIUS
				...My God!

184	INT.  CONTROL  ROOM  FHLOSTON  PARADISE

						CAPTAIN
				Commander, I have a ship with a main
				malfunction. He requests permission to
				dock for repairs.

						COMMANDER
				Did you check out his registration number?

						CAPTAIN
				Everything's in order.

						COMMANDER
				Put him in the docking garage and inform
				the police.

185	INT.  COCKPIT  ZFX200 - NIGHT

						CAPTAIN (V.O.)
				Permission granted. Dock 575.  You have
				an hour. Will that be enough time'?

	Zorg sits at the controls.

						ZORG
					(cold)
				More than enough.

186	EXT.  FHLOSTON  PARADISE - NIGHT

	The ZFX approaches Fhloston.

187	INT.  KORBEN'S  SUITE

	The ship comes close enough for Leeloo to see it out the window.

	FLASHBACK:

	The same ships with Mangalores at the controls attack the Mondoshawans at
the beginning of our story.

188	INT.  KORBEN'S  SUITE

	Leeloo is alarmed.  She has to act.  She seizes the flourescent bar beam
with great effort and rams it into the ceiling, marking a hole large enough
for her to escape.

189	INT.  CLOSET  FHLOSTON  PARADISE

	Cornelius bursts into the closet he left the Chief of Police tied and
gagged in.  He quickly unties him.

						CORNELIUS
					(in a panic)
				Mangalores! The Diva's suite! They want
				the Sacred Stones! They must be stopped.
				We must stop them!. I'm going to free you
				but you must promise to help me!

	The Chief of Police nods his agreement.

190	INT.  DIVA'S  SUITE

	The Mangalores have trashed the suite.  One of the Mangalores finally
finds a case engraved with the four elements.

						MANGALORE
				I have it.

	The Mangalore is about to open the case when... Leeloo descends quietly
and gracefully from the ceiling.  Time stands still.

						LEELOO
				(smiling)
			Apipoulai!

191	INT.  CONCERT  HALL

	The Diva switches from classical music to funk, picking up the tempo.

	INTERCUT':

192	INT.  DIVA'S  SUITE / CONCERT  HALL.

	A WARRIOR whips out the biggest knife ever made and rushes Leeloo.  She
disarms him gracefully.  A violent fight breaks out.  The Diva sings and
Leeloo dances.  The Mangalores pay a heavy price for the show.

193	INT.  CORRIDOR

	Hearing noise from inside the suite, the Mangalore by the door gets
nervous.  He runs for reinforcements.

194	INT.  POLICE  STATION

	Cornelius enters the police station wearing handcuffs.  The Chief of
Police is behind him holding a gun.

195	INT.  DIVA'S  SUITE / CONCERT  HALL

	Leeloo knocks out the last Mangalore just as the Diva finishes her song
to a burst of applause.  The Diva takes a bow.   So does Leeloo.

196	INT.  ROOM

	Akanit and his men listen to the concert. The Mangalore guard runs in.

						MANGALORE
				They were waiting for us! It was an
				ambush!

						AKANIT
				If it's war they want it's war they'll get!
				Enact the Final Plan!

	All the Mangalores cock their weapons.

197	INT.  DIVA'S  SUITE

	Leeloo is about to open the case when the door EXPLODES.  Zorg is there
holding a ZF1.

						ZORG
				My compliments, little lady!
				...And thanks for doing all the dirty work!
				I couldn't have done it any better myself!
					(sharply)
				...Now hand over the Stones!

	Leeloo smiles and hands him the case.  Zorg arms the ZF1 and gets ready
to kill her.

						ZORG
				Nice knowing you.

	Leeloo catches on quickly.  She kicks the scotch bottle on the floor into
the gun which throws Zorg's shot off.  She jumps to the ceiling and
disappears in an air vent.  Furious, Zorg fires at the ceiling.

198	INT.	AIRSHAFT

	Leeloo dodges the bullets as best as she can.

199	INT.  SUITE

	Zorg fires his 3000 round clip.  The ceiling looks like a piece of swiss
cheese.  Zorg sticks a small cylinder in the wall and flicks it on.  The
numbers flashing by tell us it's a bomb.  The timer reads: 19 minutes and 59
seconds.

						ZORG
					(with a crafty smile)
				You can run but you can't hide...

200	INT.  POLICE  OFFICE  FHLOSTON  PARADISE - NIGHT

	Cornelius is seated opposite the Chief of Police.  A MEDIC is bandaging
the chief's head.  The door explodes.  The cop outside in riddled with
bullets.  A dozen Mangalores attack the police office.  Akanit is at
their head.  The policemen are caught unaware.

						AKANIT
				Nobody move! We're taking over this
				ship!

	The Chief of Police is goggle-eyed.  Cornelius leans toward him.

						CORNELIUS
					(pleased with himself)
				I told you...

201	INT.  CORRIDOR

	Zorg has the case and exits the suite just as the general alarm goes off.
	He sighs in exasperation.

202	INT.  CONCERT  HALL

	Three Mangalores suddenly rush into the opera hall shooting.

						MANGALORE 1
				Everyone down!

	There is panic all around.

						LOC RHOD
					(broadcasting, panic stricken)
				Ladies and gentlemen, I think we're being...
				attacked.  The place is crawling with warriors.

203	INT.  PRESIDENT'S  OFFICE

	President Lindberg and his generals look very worried.

204	INT.  CONCERT HALL

	Some security guards open fire one of the Mangalores is hit.  The others
turn their guns on the cops.  People scream, diving for cover.  Korben bides
his time.

	More Mangalores rush in from all around shooting.  Two cops are killed.
	The Diva... takes a bullet.

	She falls from the stage into Korben's arms. He lowers her to the floor.
Korben ignores the panic all around and wraps her in his dinner jacket,
trying to stop the blue blood spurting from her wounds.

205	EXT./ INT.  SPACE  AROUND  FHLOSTON

	Zorg's ZFX200 speeds away from the boat.  Zorg is at the controls, a
devilish smile on his lips.

						ZORG
				You want something done, do it yourself!

206	INT.  CONCERT  HALL

	Fighting rages all around in the concert hall, but Korben is oblivious to
it.  He sets the Diva's head delicately on the floor.  Loc Rhod is hidden
nearby, still on the air.

						LOC RHOD
					(voice low, panicked)
				They're hideous. They've got a crest on
				the head, the eyes of a toad and fingers
				all over their hands. Totally hideous!

207	INT.  PRESIDENT'S  OFFICE.

						MUNRO
					(worried)
				...Mangalores!

						PRESIDENT
				Send a battalion out immediately!

208	INT.  CONCERT  HALL

						KORBEN
					(to the Diva)
				I was sent by the government to help you.

						DIVA
				Don't worry.  This is my fate...
				How was the concert?

	Korben is a little surprised, but... the Diva is an artist.

						KORBEN
				I've never heard anything so beautiful
				in my life.

	A Mangalore jumps on them from the stage.  Korben makes short work of him
and grabs his gun.

						DIVA
					(weak)
				You're a good man...
				She was right to have chosen you...

						KORBEN
				Who?

						DIVA
				The Fifth Element...
				The Supreme Being... Your wife...

	Korben is floored.

						KORBEN
				Leeloo... is... she's...

						DIVA
				Yes, and more than that... You must
				give her the Stones, she's the only one
				who knows how to use them.

						KORBEN
					(to himself, suddenly
					realizing)
				...So Cornelius was telling the truth!

209	INT.  POLICE  STATION

	The Mangalores tie up Cornelius and the Chief of Police together.

						CORNELIUS
					(to the Chief of Police)
				Of course I was telling you the truth!...
				If you had listened to me in the first place,
				we wouldn't be in this predicament now!

210	INT.  CONCERT  HALL

	Korben wastes two more Mangalores.

						DIVA
				She needs you. She needs your help and
				your love. She's more fragile than she seems...

	Korben looks around, ready for another attack.

						KORBEN
				...Yeah, so am I.

	The Diva takes his hand.

						DIVA
				She was taught to love the life of others...
				but not her own. You have to teach her
				to love if you want her to truly live!

						KORBEN
					(uncomfortable)
				I'll help her, I promise, but I think you
				should tell me where the Stones are!

						DIVA
				Do you love her?

						KORBEN
				I... I don't know! We hardly know
				each other... it takes time!

						DIVA
				I don't have time... I need to know.

						KORBEN
				Listen, the last time I admitted to a woman
				I loved her ... I never saw her again.

						DIVA
				I would like to have died in peace...

	The Diva's eyes close.

211	INT.  DIVA'S  SUITE

	The timer on Zorg's bomb clicks over to "15 minutes".

212	INT.  CONCERT  HALL

						KORBEN
				You tell me to save the world then
				you go off and leave me in the shit!

	He shakes her, gently slapping her cheeks.

						KORBEN
				Come on! You're not gonna die in peace!
				You're not going to die at all! You hear me?
				Where are the Stones?

213	INT.  SPACESHIP

	Zorg sets the Sacred Case on a table in the cockpit.  He opens it with a
complacent smile:		It's empty!

	He cannot believe his eyes.  He goes berserk, destroying everything in
sight.

214	INT.  CONCERT  HALL

	Korben slaps the Diva soundly.  She comes around somewhat.

						KORBEN
				I'm sorry, but... the Stones...

						DIVA
					(very weak)
				They are... with me...

	The Diva dies.  Blue blood streams from her mouth.  Korben frisks the
Diva but doesn't find anything.  The shooting slowly stops in the theatre.
The Mangalores are now in total control.

						MANGALORE 2
				Stay calm and nobody will get hurt!
				Hands on your head and into the hall!

	The guests comply

						KORBEN
					(to himself)
				...The Stones are with me?

	and then it occurs to him.

						KORBEN
				...In me?

	He touches the Diva's stomach and senses something hard.  Girding
himself, he sticks his hand in the wound and pulls out a Sacred Stone.
Then another.  And another.  Korben pulls out all four Stones, covered in blue
blood.  Everyone has left the theater.  The Mangalores check the aisles one
by one.

	Loc Rhod peeks out from under a seat.

						LOC RHOD
				Don't you think we'd better be going?

	A Mangalore spots Korben kneeling alongside the Diva.  He grabs Korben by
the shoulder and pokes him with his gun.

						MANGALORE
				Hey, you! With the others!

	Korben spins and, in one swift motion, breaks his arm.  Just for
starters.  Another WARRIOR rushes over.  Korben punches him into oblivion
and snatches the gun.

						KORBEN
				That's it... I've had... all day people
				have been sticking guns in my face...

	Korben wraps up the four Stones in his shirt.

						LOC RHOD
				Korben man... These dudes are going
				to waste us if we don't do what they say.

	Korben gives him the package and grabs his mike.

						KORBEN
				You don't do what I say... I'll waste
				you myself. Got it?

						LOC RHOD
				Got it...

215	INT.  PRESIDENT'S  OFFICE

	President Lindberg dabs his sweaty face with a towel.

216	INT.  POLICE  STATION

	Akanit is still in the police station facing control screens.  He barks
into a
	walkie-talkie.

						AKANIT
				What's the situation in the hall?

217	INT.  HALL

	Hostages are being gathered in the middle of the hall.  They are
surrounded by Mangalores who guard them.

						MUGGER
					(into walkie-talkie)
				There's no more resistance.
				Everything's under control.

	Three Mangalores are suddenly blasted through the glass door leading to
the theater.  Korben bursts into the hall, two huge guns in his hands.

						KORBEN
				Everybody down!

	Korben takes out two more WARRIORS coming towards him, rolls behind a
column.
	Laser bullets stinging all around his head.

						LOC RHOD
				This is amazing! Korben, Korben Dallas,
				the winner of the Gemini Croquette
				contest just killed three warriors like he was
				swatting flies...

	Panic everywhere!  Heavy firing fills the hall.

	ANGLE ON:

	Roy von Bacon, the laserball player, rises from the floor behind a
Mangalore, grabs him and smashes his head into a column, seizing the gun.

	ANGLE ON:

	Two Mangalores firing a huge machine gun at the column Korben is using
for cover.
	He dives for cover behind the bar.

	ANGLE ON:

	Two Mangalores watch awestruck.  Roy whistles behind them.  The two
Mangalores turn around.  Roy bonks their heads together.

						LOC RHOD
				It's Roy von Bacon, the Lions center
				forward joining in the battle...

	Someone taps Loc Rhod on the shoulder.  He jumps with fright.

						PRINCESS AACHEN
					(hot to trot)
				All this is terribly exciting, hmmm?

	Loc Rhod covers his mike.

						LOC RHOD
				GET OFF MY BACK!

	A Mangalore shoots in their direction.  Loc Rhod flattens himself on the
floor.  A vase falls on the Princess knocking her out.  A Mangalore loads
some missiles in his gun and destroys the bar piece by piece forcing Korben to
move forward.  Korben motions to Baby Ray hiding under the pool table.

						KORBEN
				Toss me the balls!

						BABY RAY
					(terrified, still deaf)
				What?

	Another piece of the bar explodes.

						KORBEN
				The balls for Christ's sake!

	Korben apes playing pool, but Baby Ray really is stone-deaf.

						EMPEROR JAPHET
				He wants the balls! You deaf or something?

	The EMPEROR rolls the balls over to Korben.  The Mangalore loads more
missiles and shatters another part of the bar.  Korben hides behind the last
bit left.

						KORBEN
				How far is he from here?

	The EMPEROR glances at the Mangalore, who in reloading.

						EMPEROR
				I'd say about thirty yards to the left.

	Korben hefts the ball, jumps up and hurls it with blinding  speed.  The
Mangalore catches it right in the head.  He drops, firing in the air.  The
missile strikes the ceiling which collapses on him.  The emperor gives Korben
a thumb's up.

						LOC RHOD
				...And our man Korben has literally
				knocked out the opposition with an
				amazing 90 foot pitch.

	The COPS on the floor rise, scoop up weapons from dead Mangalores and lay
down a line of fire at the last of the fleeing rebels . Roy whirls his arm
in victory.

						FOG
				Thanks for your help.

						KORBEN
				Forget it.

	Korben grabs Loc Rhod and takes him with him.

218	INT.  KORBEN'S  SUITE

	Korben bursts into the room. He stares at the luminous bar still struck
to the ground and sees the hole Leeloo escaped through.

						KORBEN
				Leeloo???

219	INT.  DIVA'S  SUITE - CEILING

	Leeloo in bleeding all over.  She can barely move.

						LEELOO
					(feeble)
				Kor... ban...

220	EXT.  NEAR FHLOSTON

	The ZFX 200 speeds back toward Fhloston Paradise.

221	INT.  DIVA'S  SUITE

	The bomb timer now reads 10 minutes.

222	INT.  POLICE  STATION  HALLWAY - FHLOSTON  PARADISE

	The last of the Mangalores have barricaded themselves in the back of the
station and shoot at anything that tries to enter.  Korben joins the
policemen already there.

						COP 1
				Hey, who are you?

						KORBEN
				The winner of the Gemini Croquette contest.

	Korben goes to the door and peeks around the corner.  Loc Rhod arrives.

						KORBEN
				Seven to the left. Five to the right.

						COP
				What's he doing?

	Korben leans around the corner and fires rapidly.

						KORBEN
				Six to the left. One to the right.

						LOC RHOD
				He's on vacation.

						KORBEN
					(reloading)
				We got to find the leader. Mangalores
				don't fight without a leader.

223	INT.  POLICE  STATION

	Akanit gets up, grabs Cornelius by the throat and put a gun to his head.

						AKANIT
				One more shot and we start killing
				hostages, got that?

224	INT.  POLICE  STATION  HALLWAY

						KORBEN
				Found him...

						AKANIT
					(tense)
				Send someone to negotiate!

						KORBEN
				Mind if I go? I'm an excellent
				negotiator.

						COP 1
				Uh... Sure, go ahead.

	Korben gets ready.

						COP 1
				We're sending someone in who's
				authorized to negotiate.

225	INT.  POLICE  STATION

	Korben walks quickly into the room, heads straight for Akanit, raises his
gun and puts a bullet through his head.

						KORBEN
				Anyone else want to negotiate?

						COP 2
					(to another Cop)
				Where'd he learn to negotiate like that?

226	INT.  PRESIDENT'S  OFFICE

						MUNRO
				From us!

	The President gives Munro a hard look.

227	INT.  CONTROL  ROOM

	The police round up the remaining Mangalores.  Korben is at the control
center screens trying to find Leeloo.  Cornelius comes over to him,
embarrassed.

						CORNELIUS
				You're probably very angry with me and
				I quite understand. But I want you to
				know I'm fighting for a noble cause.

						KORBEN
				Yeah, I know... to save the world... but
				right now all I want to do is save Leeloo.

						CORNELIUS
				Leeloo's in trouble?

						KORBEN
				When is she not in trouble?

						CORNELIUS
				Uh.. Have you tried the Diva's suite?

	Korben realizes that Cornelius in probably right.

228	INT.  FHLOSTON  PARADISE  LANDING  DOCK  AND  GARAGE

	The ZFX200 settles in the landing dock garage.  SECURITY POLICE approach
the ship just as Zorg in getting out holding the ZF1.

						POLICEMAN
				More trouble?

						ZORG
				Nothing I can't fix myself.

	He brings up the ZF1 and wipes out the garage.

229	INT.  DIVA'S  SUITE

	Korben enters the Diva's suite which is in shambles.  He looks
everywhere, but finds nothing.

230	INT.  AIRSHAFT

	Leeloo lies in a pool of blood.  She hears something below her.

231	INT.  DIVA'S SUITE

	Exhausted, Loc Rhod wipes his forehead and finds himself face to face
with the bomb stuck on the wall.

	Korben in busy looking for Leeloo.

						KORBEN
					(loudly)
				Leeloo?

	Up in the airshaft, Leeloo has heard him.

						LEELOO
				Korben...

	Her voice is too weak, Korben can't hear her.

						LOC RHOD
				Korben man... what the hell is this?

	Korben gives the bomb a prefunctory glance.

						KORBEN
				A molecular bomb.

	Three minutes left on the timer.

						LOC RHOD
					(increasingly worried)
				And, uh, what're these numbers clicking
				by?

						CORNELIUS
				Probably the time remaining before it
				explodes.

	Cornelius smiles and continues his search.

						LOC RHOD
					(weak smile)
				You're just saying that to scare me! Right?
				If it was a bomb, an alarm would've gone off.
				There's bomb detectors in all these hotels!

	A general alarm goes off.  Loc Rhod is crushed.

232	INT.  MAIN  HALL

	The lights flicker.

						VOICE (O.S.)
				This is a Type A alert. For security reasons
				the hotel must be evacuated. Please proceed
				calmly to the lifeboats located in the main
				hallways.

	A wave of panic engulfs the hall.  The cops are unable to hold back the
crowd as it stampedes to the exits.

233	INT.  CORRIDOR

	Zorg marches down the corridor shooting everyone in his path.

234	INT.  DIVA'S SUITE

	Loc Rhod stands paralyzed in front of the flashing timer.  Less than two
minutes left.

						LOC RHOD
				Maybe we oughta be going,
				what do you think?

						KORBEN
				Not without Leeloo.

	Loc Rhod cannot take his eyes off the bomb.

						LOC RHOD
				Like D-Man, I hate to bother you but uh,
				like, we're down to 2 minutes here...

	Korben breathes out, bothered.  He turns his attention to the bomb.

						KORBEN
				It's the latest model.. I've never seen one
				before... it works off a magnetic coded
				card... Let's see if I can rig it up.

235	INT.  AIRSHAFT

	Leeloo sticks her fingers out one of the bullet holes and lets some of
her blood drip down.

	The blood splats on Korben's hand.  He snaps his head up and knows
immediately who is up there.  He forgets about the bomb.

						LOC RHOD
				Hey! What are you doing? The bomb!

	Korben drags the desk over, jumps on it and pokes his head in the torn up
airshaft He spots Leeloo who gives him a weak smile.

						KORBEN
				Don't worry, I'm here now!

	He pulls her toward him, helps her out of the shaft and stretches her out
on the desk.

						KORBEN
				Just relax. I've got the Stones.
				Everything's going to be fine.

	30 seconds left on the timer.

						LOC RHOD
					(falling to pieces)
				Like Korben, can I have 30 seconds of
				your time here?

						KORBEN
					(to Leeloo)
				I'll be right back.

	Korben dashes over to the bomb.  He is stopped by the barrel of the ZF1.
Zorg, in person, holding a magnetic card.

						ZORG
					(smiling)
				Allow me...

	Zorg slips a small magnetic card in the bomb, it starts to count down
from 5 minutes.

						ZORG
				Just for the fun of it.

	Loc Rhod faints.

						ZORG
				Well, what do we have here? Is this
				Korben Dallas? The famous winner of
				the Gemini Croquette contest?
				Or is this Korben Dallas from Special
				Section sent by old Lindberg himself.

	Korben doesn't reply.

						ZORG
				...In any event, whoever you are,
				I was glad to meet you.

	Zorg fires at Korben who figures he is dead.  Nothing.  Zorg tries again.
Nada.  The clip is empty.  Zorg starts to panic.

						ZORG
				...A 3000 round clip! I didn't fire off
				3000 rounds... did I?

						KORBEN
				Don't you know how to count.
				It's not all that hard. Watch!

	Korben punches him square in the face, shows him his index.

						KORBEN
				One! That's for trying to kill me!

	Second Punch.

						KORBEN
				Two! That's for firing me! Three!
				That's for pushing around a priest!
				And the rest is for what you did to
				my wife!

	Korben pummels him mercilessly.

236	INT.  PRESIDENT'S  OFFICE

	President Lindberg prefers closing his eyes.  Munro's shoulders move as
if he were beating on Zorg.

237	INT.  DIVA'S  SUITE

	Zorg falls to the floor, beaten to a pulp.  The timer clicks over to 3
minutes.

						KORBEN
				We're outta here!

	He picks Leeloo up in his arms.

	Cornelius grabs Loc Rhod and gives him a resounding slap.

						LOC RHOD
				Are you nuts, Father? That hurts! I
				can't feel my teeth.

						CORNELIUS
				Doesn't matter all you need are your
				legs.

238	EXT.  FHLOSTON  PARADISE - NIGHT

	The lifeboats launch from the hotel and fly out into space.

239	INT.  FHLOSTON  PARADISE  LANDING  DOCK  GARAGE

	Korben, carrying Leeloo, Cornelius and Loc Rhod are in the garage.

						VOICE (O.S.)
				Two minutes to complete evacuation...

	Korben bursts the lock on the first ship he finds and enters followed by
Cornelius and Loc Rhod.  The ZFX200.

240	INT.  DIVA'S  SUITE

	Zorg starts to come around.

241	INT.  ZFX200

	Korben sets Leeloo down.

242	INT.  DIVA'S SUITE

	Zorg picks up his ZF1, unaware of the bomb and the countdown.

						ZORG
				I didn't fire three thousand rounds...

243	INT.  ZFX2O0  COCKPIT

						VOICE (O.S.)
				One minute to total evacuation...

						LOC RHOD
				You know how to fly this thing?

						KORBEN
					(concentrating)
				It's like a cab isn't it?

						VOICE
				30 seconds...

						KORBEN
				Anyone know how to release the lines
				on this crate?

244	INT.  DIVA'S SUITE

	Zorg is busy with the ZF1 when the bomb starts to BEEP signaling the last
ten seconds.  Zorg is terror stricken.  He pushes a button and holds the
ZF1 over his head.

						ZORG
					(loudly)
				Maximum Protection.

	A mauve-colored magnetic shield closes around Zorg like an indestructible
	sarcophagus.

245	INT.  ZFX200  COCKPIT

	Cornelius and Loc Rhod are bent over the buttons looking for a way to
release the lines.

						VOICE (O.S.)
				6... 5...

						KORBEN
				Found it?

	Loc Rhod searches frantically.

						LOC RHOD
				I don't even know what I'm looking for!

						KORBEN
				Fuck it! Hold tight!

	Korben slams the throttle into full forward.  The ship roars away ripping
the lines to shreds.

	Loc Rhod is thrown to the rear of the ship.

	CUT TO:

	The counter goes 1... 0

	-The suite disintegrates - The corridor is consumed.

	-The main hall is no more.

246	EXT.  FHLOSTON  PARADISE

	The ZFX200 jets away as the enormous oceanliner explodes behind it.

247	INT.  ZFX200

	The ship stops shaking.  That was a close one.  Everyone's relieved.

						KORBEN
				Solid little jobs, aren't they?

						LOC RHOD
					(broadcasting, exhausted)
				Dear listeners, your favorite DJ is alive and
				kicking. It's seven o'clock and time for the
				news. Tune in tomorrow for another adventure.

						VOCODER (O.S.)
				Beep. End of transmission.

	Loc Rhod lets out a huge sigh.

						LOC RHOD
					(to the others)
				The best show I ever did!

248	EXT.  PLANET  FHLOSTON

	A magnetic sarcophagus crosses the Fhloston sky and crashes into a
glacier.

249	EXT.  FHLOSTON

	Zorg appears in the middle of the ice.  He takes a portable phone out of
the ZF1.

						ZORG
				How's that? Can you hear me better
				now?

						SECRETARY (O.S.)
				Yes, Mr. Zorg, I hear you perfectly!
				So, how was the concert?

						ZORG
				Who gives a shit! I didn't come here to
				listen to music! Listen up instead of
				running off at the mouth!
				The batteries on my phone are almost gone.

						SECRETARY (O.S.)
				Yes, Sir!

						ZORG
				Dispatch me another ZFX200 immediately.
				Someone stole mine.

						SECRETARY (O.S.)
				Right away, Sir. I'll send you a new one to
				the hotel.

						ZORG
				I'm not at the hotel!

						ZORG
				Hello?...

						BEEPER (O.S.)
				Battery dead.

	Zorg is all alone, lost, in the middle of the glacier.

						ZORG
					(to himself)
				Stay calm.... stay calm...

250	INT.  PRESIDENT'S  OFFICE

	General Munro enters the office with a smile.

						MUNRO
				Major Dallas has the Five Elements on
				board. The priest is guiding them directly
				to the temple.

	President Lindberg closes his eyes in relief.

						PRESIDENT
				Thank God! We've been saved!

	A SCIENTIST rushes in.

						SCIENTIST
				Mr. President.

						PRESIDENT
				Yes? Now, what?

251	EXT.  SPACE

	A ball of fire, all-powerful Evil, speeds across the screen with three
Federal Army warships following along behind it as best they can.

252	INT.  PRESIDENT'S  OFFICE

						PRESIDENT
				What do you mean, "its advancing"?!

253	INT.  COCKPIT  FEDERATED  WARSHIP

						COMMANDER
				It's not only advancing, but it's moving at
				incredible speed! We're having trouble
				following it.

254	INT.  PRESIDENT'S  OFFICE

						PRESIDENT
					(to Scientist)
				...And... Do you have any idea where it's
				heading?

	The scientist is hard to put to answer, he shakes his head.

255	INT.  ZFX200  COCKPIT - NIGHT

	Korben gently wipes Leeloo's forehead with a cloth.  She opens her eyes a
little.

						KORBEN
					(gentle, loving)
				Apipoulai..

	Leeloo smiles, weakly, feverish.

						LEELOO
				I'm so very sad.

						KORBEN
				Why? We did pretty well, wouldn't
				you say?

						LEELOO
				Five hundred wars... Arms... Drugs...
				Money...
				Everything you create is used to destroy...

						KORBEN
				I told you not to read all that crap!

						LEELOO
				Protect life... Until death.

	Her eyes close and she falls back asleep.  Korben is worried.  She seems
so depressed.  Cornelius enters.

						CORNELIUS
				There's a General on the phone...
				His name's Mambo, I think.

256	INT.  PRESIDENT'S  OFFICE

						MUNRO
				Munro here. President Lindberg wants
				to talk to you.  Hold the line.

	The President clears his throat and takes the phone.

						PRESIDENT
				Major, first off, I want to thank you,
				in my name and in the name of the
				Federation...

257	INT.  ZFX200 / PRESIDENT'S  OFFICE

						PRESIDENT (O.S.)
				For the praiseworthy courage you have
				shown us! I'd like to congratulate General
				Munro for his choice. He found the ideal
				man for such a...

						KORBEN
					(to the point)
				So now what's the problem?

	The President drops into his armchair and sighs.

						PRESIDENT
				There's a ball of fire 1,200 miles in diameter
				heading straight for the earth. And we have
				no idea how to stop it! ...That's the problem.

	Korben thinks fast.  The Priest is with him.  The Five Elements are on
board.

						KORBEN
				How much time before the collision?

	The President queries the scientist with a nod of the head.

						SCIENTIST
				If its speed remains constant... in an
				hour and 57 minutes.

						KORBEN (O.S.)
				I'll call you back in two hours.

	Korben hangs up.  The President looks stunned.

258	EXT.  SPACE

	The ZFX200 shifts to the speed of light and vanishes in the star-studded
cosmos.

259	INT.  CHAPEL

	David is asleep.  He is woken by the sound of...

260	EXT.  DESERT - DAWN

	The ZFX200 is parked in the middle of the desert.

	Korben walks ahead carrying Leeloo.  Cornelius has the four Stones with
him.
	Barely awake, Loc Rhod stumbles along.  David appears at the door of the
chapel.

						DAVID
				You're all safe. Thanks be to God!

						CORNELIUS
				Later, David! Later!
				There's not a minute to lose!

	The small group enters the chapel.

261	INT.  CHAPEL

	Cornelius pushes the group onto the altar which is surrounded by a wooden
barrier.  Cornelius stands in front of the cross.

						KORBEN
				Excuse me, Father, but... could we pray
				later?

	Cornelius bends the cross and pushes it down.  A mechanism is set off
lowering the altar like a service elevator.

	The altar descends amid rocky walls.

262	INT.  PRESIDENT'S  OFFICE

						MUNRO
				They just landed in the desert.

						PRESIDENT
					(sweating)
				How much time is left?

263	EXT.  SPACE

	Earth is in view.  The Dark Planet fills the screen and heads for the
blue planet.

264	INT.  PRESIDENT'S  OFFICE

						SCIENTIST
				About nine minutes.

	President Lindberg has trouble breathing.

265	INT.  TEMPLE

	Lit by torches, Korben sets Leeloo delicately on the altar in the exact
center of the four elements.  Cornelius looks over the four Stones every
which way.

						CORNELIUS
					(panic-stricken)
				Uh, this one... must be water!

	It's obvious he doesn't know where to put it.

						KORBEN
				Don't tell me you don't know how all
				this works?

						CORNELIUS
				Theoretically, yes! The four Stones form
				the beam and the Fifth Element is supposed
				to stand in the middle there, but...
				I don't have the reference book.
				I've never seen the Stones work!

	Korben can't believe his ears.  He tears the Stone out of Cornelius' hand
and studies the inscriptions.  He goes over to one of the four bases the
stones rest on and tries to figure it out.  The symbol of air is on the Stone,
the same as on the base.

						KORBEN
				Match the symbols!

	Korben places the first Stone and picks up another one.  Cornelius has
found the symbol for water.  Loc Rhod sits down.  He is very tired.

						LOC RHOD
				What is this some kinda game? Like
				chess?

	Korben pulls him to his feet and sticks a Stone in his hands.

						KORBEN
				No. It's much simpler. If we don't figure
				out where these Stones go in five minutes,
				we're all dead! Think you got it?

	Loc Rhod's got it and runs over to put in his Stone.  The four Stones are
all in place but nothing happens.

						KORBEN
				There's no light! You told me there were
				supposed to be four beams of light.

						CORNELIUS
					(lost)
				Yes, of course, but... The Stones are shut!
				They have to be open for it to work.

						KORBEN
				And you don't know how they open,
				is that what you are saying?

						CORNELIUS
				That's what I'm saying.

266	EXT.  SPACE

	The Dark Planet closes in on Earth rapidly.

267	INT.  CHAPEL

	Korben leans over Leeloo.

						KORBEN
				Leeloo? The Stones! We have to open
				them! How does it work?

						LEELOO
					(feeble)
				The wind blows... the fire burns...

						KORBEN
				I know all that, Leeloo! I'm talking
				about the Stones.

						LEELOO
				...The rain falls...

	Korben is desperate.  Leeloo's too weak, he won't get anything more out
of her.
	He darts over to a Stone and turns it over and over.

						KORBEN
				The rain falls... the wind blows?

	Loc Rhod stands in front of his Stone looking at Korben.

						KORBEN
				Try and figure out how this fucking thing
				opens, instead of staring at me like that!

	Loc Rhod starts feeling the Stone all around.

						LOC RHOD
					(afraid)
				I'm looking, I'm looking.

268	INT.  PRESIDENT'S  OFFICE

	The tension is palpable in the President's office.

						SCIENTIST
				...Three minutes.

						MUNRO
				We've lost contact with them.

269	INT.  CHAPEL

	Korben and Cornelius turn the Stones every which way.  All to no avai1.
Loc Rhod is discouraged.

						LOC RHOD
				...we'll never make it.

	He sighs.  Three hooks pop off the Stone.  Loc Rhod can't believe his
eyes.

						LOC RHOD
				It... it moved! Korben! Korben!

	Korben rushes over, looks at the Stone.  Hooks are undone.

						KORBEN
				What did you say? What did you do?

						LOC RHOD
				Nothing! Swear to God, I didn't do
				nothing!

						KORBEN
				Look, you did something that set it off.
				Try to remember. Concentrate. Tell me
				exactly what you did!!

	Loc Rhod tries to duplicate the same movement.

						LOC RHOD
				I was like this... With my hands here and...
				I said, "We'll never make it!" That's all!

	Nothing happens.

						KORBEN
				Is that all?

						LOC RHOD
				Yeah... then I sighed... like this.

	Loc Rhod sighs, really depressed this time.  The Stone opens even more.
	Korben's got it.

						KORBEN
				The wind! The wind blows...

	Korben blows on the Stone which immediately opens revealing a patch of
blue sky with some miniature clouds floating around inside.  A yellow beam
pops up like a ray of sunlight, like Korben's smile.

						KORBEN
				Quickly, everyone on a Stone!
				Water for water!  Fire for fire!
				Earth for earth!

	The two men move fast.  Korben on the 4th Stone: Earth.  He grabs a
fistful of earth  and throws it on the Stone.  A miniature patch of green
appears and immediately forms a green beam.  Cornelius wipes his forehead
with a scarf and wrings it out over the Stone.  It opens revealing a patch of
miniature raging sea.  A blue beam appears.

	Loc Rhod has a problem.

						LOC RHOD
					(shaking)
				I don't have a light.  I stopped smoking
				last week! If we'd come a bit sooner...

	Korben pats his pockets, he comes up with a box of matches.  There's only
one left.

						KORBEN
				Don't breathe.

	Loc Rhod and Cornelius hold their breath.  Korben strikes the match.  A
small flame appears on the tip.  A breeze goes through the room.  Korben
feels like he's got TNT in his hands.  He approaches the flame to the Stone.
The flame twists, dims, flickers ...but holds on.  The Stone opens.  A patch
of miniature fire appears. Korben sighs, snuffs out the match.  The fourth
beam, a red one, immediately forms.

270	EXT.  SPACE

	A mass of fire fills the screen.  The Earth is only a thousand miles
away.

271	INT.  PRESIDENT'S  OFFICE

						SCIENTIST
					Two more minutes.

	The President shuts his eyes.  His lids move in prayer.

272	INT.  CHAPEL

	Korben helps Leeloo onto her feet where the four beams and four colors
crisscross.

						KORBEN
				It's up to you now, Angel!

						LEELOO
				I'm so tired...

						KORBEN
				You can sleep tomorrow... come on...

						LEELOO
				I want to sleep... forever...

						KORBEN
				Leeloo! Listen to me! I'll take you on
				a vacation afterwards! A real vacation,
				this time, for as long as you want.
				Come on! You can do it!

	Korben slowly releases Leeloo and steps back from the altar.
	Leeloo can barely stand in the center of the four beams.
	An indistinct white beam begins to form around her, starts to rise.

						CORNELIUS
				Come on Leeloo! Come on!

	The beam loses its intensity.  Leeloo crumples to the floor.

273	EXT.  SPACE

	The Dark Planet hurtles toward Earth.  A hundred miles before impact.
The African continent is visible.  No doubt about it:	The fireball is
heading right for Egypt.

274	INT.  PRESIDENT'S  OFFICE

	Seconds tick away relentlessly on the scientist's stopwatch.

						SCIENTIST
				It'll be entering the atmosphere in one
				minute.

275	INT.  CHAPEL

	The heat in the temple is unbearable.  All the walls start to ooze the
same horrible black slimy liquid seen at Zorg's.  A drop of liquid falls to
the temple floor and begins to smoke, eating away at it like acid.  Loc
Rhod has to dodge another drop of the stuff.  Korben quickly straightens
Leeloo up and puts her back in the center of the beams.

						KORBEN
				Leeloo! If you don't get on with the
				program we're all gonna die! And that's
				not on my agenda for today.

	Leeloo wraps her arms around Korben's neck.

						LEELOO
					(weak)
				What's the use of saving lives...
				when you see what you do with them!

						KORBEN
				You're right but there are lots of good
				things... beautiful things...

						LEELOO
				...Like love...

						KORBEN
				Exactly.

						LEELOO
				But I don't know love... I'm like a machine
				programmed to save other people's lives but
				never to have one of my own.

276	INT.  PRESIDENT'S  OFFICE

	The Scientist's stopwatch goes from 30 to 29 seconds.

277	INT.  CHAPEL

						LEELOO
				I have thousands of memories but none
				of them are mine... There is no need for
				me other than this. I'm immortal but I have
				no life.

						KORBEN
				Yes, you do! I need you. More than you
				can imagine! Stand up straight!

						LEELOO
				Why?... Why would you need me?

						KORBEN
				Because...

						CORNELIUS
					(to himself)
				Tell her, for God's sake!

	A bit of the black acid falls on Loc Rhod's shirt setting it on fire.  He
rips if off.

	CUT TO:

278	INT.  CHAPEL

						KORBEN
				Because...

	Leeloo has tears in her eyes.  The heat is overpowering.  Black acid is
everywhere.

						LEELOO
				Tell me...

						KORBEN
				I love you...

	Despite her fatigue, Leeloo smiles broadly.

	CUT TO:

278b	INT.  PRESIDENT'S  OFFICE

	The stopwatch goes from 3 to 2.

279 INT.  CHAPEL

						LEELOO
				Now you're allowed to kiss me.

	- Korben wraps his arms around her and kisses her like he's never kissed
anybody before.  - The white beam, the Divine Light, immediately forms
around Leeloo and Korben. - The stopwatch hits zero.  - The Absolute Beam
explodes from the top of the pyramid and heads straight into the sky zapping
the fireball smack in the middle, slowing it down.  - Korben and Leeloo kiss
like there was no tomorrow.

	- The beam hardens and slowly solidifies the Evil Planet.  Inaudible
screeches escape from the dying planet.  Screeches of terrifying pain as if a
million souls were dying.

	- Streams of black acid spurt from the pyramid and solidify like
brilliant stalactites.

280	EXT.  SPACE

	The pure beam, the Light of Life, has finished its work.  The Dark Planet
nothing more than a dead planet.
	Strangely enough, it looks like the moon.  Everything is calm around it.

281	INT.  PRESIDENT'S OFFICE

	President Lindberg opens his eyes and realizes he's not dead-

						SCIENTIST
				The planet seems to have stopped at...
				62 miles from impact.

282	INT.  CHAPEL

	In the temple, the beam loses its intensity.  But Leeloo and Korben
remain stuck together, lost in their kiss.  Cornelius has dropped to his
knees, clutching his hands.

	Loc Rhod slips along the wall with a sigh.  He gives Cornelius a knowing
smile.

						LOC RHOD
				This guy is a killer with the babes.
				I knew it from the moment I laid eyes
				on him.

	Cornelius and Loc Rhod burst out laughing.  Korben and Leeloo keep on
kissing.

283	INT.  LABORATORY

	We are in the Nucleological Laboratory that gave birth to Leeloo in the
beginning of our story.  The President enters the lab followed by a group
of officials in ceremonial dress.

						MUNRO
				Mr. President, let me introduce you to
				Professor Mactilburgh, who runs the center.

						MACTILBURGH
				It's an honor to receive you. Mr. President.

						PRESIDENT
					(beaming)
				Yes.. Well? Where are our two heroes?

						MACTILBURGH
				They were so tired from their ordeal that
				we put them in the reactor this morning..

						PRESIDENT
				I have 19 more meetings after this one
				Professor..

						PROFESSOR
				Of course.. Let me see if they're revived.

						AIDE
				We go live in one minute, Mr. President.

	Mactilburgh goes to the reactor and opens a small slot which allows him
to see what is going on under the blue shield.

	Leeloo and Korben are naked, arms wrapped around each other, kissing and
probably engaged in hoppi hoppa.
	Mactilburgh looks troubled.

						MACTILBURGH
				I.. uh.. they need five more minutes,
				Mr. President.

	The President, pressed for time, looks over to his aide who in struggling
with a phone call.

						AIDE
				No ma'am... I tried... No ma'am...

						PRESIDENT
				Who is it?

						AIDE
				Some woman... claims she's Korben's
				mother...

						PRESIDENT
				Give it here...

	The President takes the phone and goes to the window.

						PRESIDENT
				Mrs. Dallas, this in the President.
				On behalf of the entire Federation,
				I would like to thank...

						MOTHER (V.O.)
				Don't pull that crap with me, Finger...
				I'd recognize that trash can voice of
				yours in a dark alley during a rain storm.
				You tell that worthless no account son
				of mine he should plotz for the way he's
				ignored his mother... when I think of all I
				sacrificed for him...

284	EXT.  NEW YORK

	Outside the lab we see the President through the window, holding the
phone away from his ear.

	PAN slowly across Manhattan.
	Credits Roll as TWO full rising silver moons ascend in the dark blue sky.

THE END

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   <title>"8MM", by Andrew Kevin Walker</title>
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   <pre> 









                            eight millimeter


                            written by
                            Andrew Kevin Walker










                                                      5/06/97
                                                      first










     INT.  MIAMI AIRPORT, TERMINAL -- DAY

     Amongst the weary tourist families and solitary businessmen
     sits TOM WELLES, middle-aged, hair neat, suit crisp and
     gray.  He's eating crackers from a cellophane package,
     sipping soda from a paper cup, watching an ARRIVAL GATE.

     AT THE GATE

     PASSENGERS arrive: the paunchy, graying men of First Class
     leading the pack, except for a handsome YOUNG REPUBLICAN
     poster boy hurrying along.

     ACROSS THE TERMINAL

     Welles gets up and FOLLOWS...

     EXT.  MIAMI AIRPORT, CURBSIDE -- DAY

     Welles comes outside, squinting in the sun, moving down the
     sidewalk, looking back over his shoulder...

     The Young Republican is lead to a waiting LIMO by a DRIVER.

     Welles moves to the nearby TAXI STAND...

     INT.  TAXI -- DAY

     Welles gets in, turning in his seat to watch behind.

                             CAB DRIVER
               Where to?

     Welles keeps watching, sees the limo pull away and pass.

                             WELLES
               Follow that limousine.  Don't get
               too close, don't let it get too far
               away.  Just keep with it.

                             CAB DRIVER
               You kidding?

                             WELLES
               Nope.

     The cab set in motion.  Welles takes out cigarettes,
     lighting one, takes out a small NOTEPAD and makes notations.

                             CAB DRIVER
               Uh, listen... you're not supposed to
               be smoking in here.  I'm sorry,
               that's company policy...

                             WELLES
               How about this... every cigarette I
               smoke, I give you five dollars?

                             CAB DRIVER
               Okay... okay, yeah, that'd be good...


     EXT.  MIAMI BEACH, "GOLD COAST" -- DAY

     In front of an Art Deco hotel, the driver opens the
     limousine door and the Young Republican steps out. 

     ACROSS THE STREET 

     Welles watches from inside the double-parked taxicab. 


     EXT.  MIAMI BEACH MOTOR LODGE -- DAY 

     Not exactly four-star.  "<b>AD LT MOVIES EVERY ROOM.</b>" 

     INT.  MIAMI BEACH MOTOR LODGE -- DAY

     Welles is asleep on the bed, full dressed, hands folded
     across his stomach, snoring lightly, sweaty. 

     INT.  MIAMI BEACH MOTOR LODGE, RESTAURANT -- DAY 

     Welles sits alone at the bar, eating a sandwich, bored.  He
     watches some fuzzy ESPN on the t.v., looks at his watch. 

     EXT.  MIAMI BEACH MOTOR LODGE -- DAY 

     Welles walks across the parking lot, gets into his RENTAL
     CAR, starts it and drives away. 


     EXT.  MIAMI BEACH DISCOTHEQUE -- NIGHT 

     Young Republican and a GAUDY WOMAN exit the disco, MUSIC
     THROBBING out from the doors behind them.  They join hands,
     drunk, heading to the street, looking for their limo. 

     DOWN THE STREET

     Welles is seated in his parked rental car, raises a CAMERA
     with TELEPHOTO LENS: whir, CLICK, whir, CLICK, whir, CLICK...
     Welles lowers the camera, letting out a yawn. 


     INT.  AIRPLANE, COACH -- NIGHT 

     The familiar DRONE of flight.  Welles is shoehorned into his
     aisle seat, using tiny utensils to eat his tiny meal.

     An OLDER WOMAN arrives in the aisle.  Welles picks up his
     tray, closes his tray table, unbuckling his seatbelt,
     struggling to get up... finally successful, balancing his
     tray, letting the woman in to the window seat. 

                             OLDER WOMAN 
                 Thank you. 

     Welles nods, forcing a smile, sitting back down.  He returns
     to toiling over his miniature supper. 


     EXT.  HARRISBURG INTERNATIONAL AIRPORT -- NIGHT 

     Welles' AIRPLANE ROARS down with a SCREECH, landing lights
     gleaming.  The airport is small, relatively isolated.

     TITLE:      <b>Harrisburg, Pennsylvania</b>

     INT.  HARRISBURG INTERNATIONAL AIRPORT -- NIGHT

     Passengers arrive.  Welles is with them, searching the few
     PEOPLE waiting in the terminal hallway.  Welles smiles...

     Welles' wife, AMY, smiles when she sees him.  She's plain
     and pretty, holding one hand on a BABY STROLLER beside her.
     Welles comes to her, embracing her, appreciating her.

                             AMY
                 Welcome home.

                             WELLES
                 Do you know how much I missed you?

     They kiss, but Amy pulls away, sniffs him.

                             AMY 
                 What's this... have you been
                 smoking... ? 

                             WELLES 
                 Smoking?  I'm not smoking. 

                             AMY 
                 Your clothing reeks of it. 

                             WELLES 
                 You know, Amy, I've been sitting
                 around in bars and everywhere
                 following this guy... I mean, is
                 this what I get first thing?  Before
                 you even "hello," you accuse me... ?

                             AMY 
                 I'm not accusing you... 

                             WELLES 
                 Well, I'm not smoking, okay? 

                             AMY 
                 Okay, I believe you. 

                             WELLES 
                 We've been all through that.  I've
                 been on my best behavior.

     Welles bends to the stroller, picks up his infant daughter,
     CINDY, and hoists her in the air, overjoyed. 

                             WELLES 
                 Hello, pumpkin-head, did you miss
                 me?  I sure missed you... 

     He kisses the happy child, holding her in one arm. 

                             WELLES 
                 Let's get my bags and get the hell
                 out of here. 

     Welles pulls Amy close and kisses her again, leads the way.
     Amy follows, pushing the stroller. 

                             AMY 
                 How's the detective business?

                             WELLES 
                 Business was fine.  I'll tell you
                 what, you couldn't pay me enough to
                 live down there. 

                             AMY 
                 You better not be smoking, that's
                 all I can say. 

                             WELLES 
                 Honey, I'm not, please... 

     Amy takes Welles hand, smiling at him. 


     INT.  WELLES' HOUSE, BEDROOM -- NIGHT

     Welles and Amy make love in the darkness.  Standard,
     missionary position sex, little passion.  They slow to a
     finish, uneventfully, holding each other.  Their breathing
     quiets.  Their daughter CINDY can be HEARD CRYING elsewhere.

     Welles kisses his wife again, rolls off of her and sits on
     the edge of the bed.  Amy covers herself. 

                             AMY
                 I love you.

                             WELLES
                 I love you. 

     He looks towards her in the dark.  He gets up, gets a towel
     from the bathroom and wraps it around him. 

     INT.  WELLES' HOUSE, BABY'S ROOM -- NIGHT 

     Cindy's crying.  Welles enters, goes to lean into the crib.

                             WELLES 
                 What's all the trouble, Cinderella?
                 What are you crying about, huh? 

     He lifts and cradles Cindy, comforting her. 


     EXT.  HARRISBURG CITYSCAPE -- ESTABLISHING --DAY 

     A small city of moderate architecture facing the Susquehanna.

     INT.  OFFICE -- DAY 

     An old money office with windows over the river.  A well-to-
     do POLITICIAN looks unhappily through PHOTOS on his desk.
     Welles sits by the Pennsylvania state flag, watching.

     PHOTOS show the Young Republican and Gaudy Woman in Miami:
     leaving the Art Deco hotel, the Discotheque, a restaurant...

                             WELLES 
                 Your son-in-law dealt with the dry
                 cleaning franchise during the day,
                 saw that woman every night. 
                       (clears his throat) 
                 The specifics are in the report, and
                 information about the woman.  It's
                 unpleasant, I know.  I apologize... 

                             POLITICIAN 
                 None too discreet, is he? 

                             WELLES 
                 No, sir, he is not. 

                             POLITICIAN 
                 He's an imbecile.  I tried to warn
                 my daughter, but what can you do? 

     The politician shakes his head in disgust.  Welles rises. 

                             WELLES 
                 The um... you'll find my invoice in
                 the envelope. If that's all...

                             POLITICIAN 
                 Yes, Mister Welles, thank you. 

                             WELLES 
                 Certainly, Senator.  If I can ever
                 be of further assistance.

     Welles leaves, glances back, shuts the door. 

     EXT.  HARRISBURG STREETS -- DAY 

     Welles drives his plain Ford past the CAPITAL BUILDING. 

     EXT.  HARRISBURG, BRIDGE -- DAY 

     Welles' car crosses the Susquehanna, leaving the city. 

     EXT.  WELLES' HOUSE, BACKYARD -- DAY 

     Sunny day.  Welles wears tan khakis, T-shirt and fishing
     cap, mowing his lawn with his ROARING lawnmower.  Welles'
     yard is modest, surrounding his modest split level suburban
     one in a neighborhood of similar homes and similar yards.

     Welles turns the lawnmower, stopping to mop his brow.  One
     of his neighbors is repainting a back porch.  The neighbor
     waves.  Welles waves, resumes mowing. 


     INT.  BOWLING ALLEY -- NIGHT

     MUSIC'S LOUD.  League Night.  Every lane full.  Welles is
     with his team in BOWLING SHIRTS.  Welles hoists his ball,
     preparing to bowl.  He takes three steps, releases...

     Down the lane, PINS SCATTER.  One pin remains standing.

     Welles balls up his fists and curses, walks back towards his
     rowdy, mocking teammates.  He shouts back at them, laughing,
     grabbing his beer and drinking, waiting at the ball return. 

     INT.  WELLES' HOUSE, KITCHEN -- NIGHT 

     Dinner.  Welles and Amy eat at the kitchen table with Cindy
     in a high chair.  Amy feeds Cindy between bites.  Welles is
     still in his league shirt. 

                             AMY 
                 You think you'll have time for the
                 water heater this weekend?

                             WELLES 
                 Sure.  I'll call the guy. 

                             AMY 
                 You're not using the same guy who
                 tried to fix it? 

                             WELLES 
                 I'm not using him again for
                 anything.  He was worthless. 
                       (eating)
                 You have bridge here Saturday? 

                             AMY 
                 Betty's out of town so we're playing
                 next week. 

     Welles nods, eating.  He watches Amy feed Cindy.  The PHONE
     starts RINGING.  Welles goes to answer it. 

                             WELLES 
                       (into PHONE) 
                 Hello.  Yes... could you hold on a
                 minute...?

     Welles hands the phone to Amy, pats Cindy's head as he heads
     downstairs, through the LIVING ROOM... 

     INT.  WELLES' HOUSE, OFFICE -- NIGHT

     Welles enters his well kept OFFICE, turns on a light at the
     desk.  The room is filled with FILE CABINETS and shelves of
     BOOKS, hundreds of PHONE BOOKS and a COPY MACHINE.  Welles
     picks up the phone and cups the receiver. 

                             WELLES 
                       (shouts upstairs)
                 Okay, I've got it.
                       (into phone)
                 Hello... sorry, I was switching
                 phones.  It's a pleasure to make
                 your acquaintance, Mrs. Christian.
                       (listens)
                 Yes.  Yes, I understand... tomorrow
                 evening should be fine...

     Welles listens, clears space on his desk, taking notes. 


     EXT.  CHRISTIAN COMPOUND -- DUSK 

     A huge OLD WORLD MANSION is situated at the center of acres
     of Pennsylvania forest and vast gardens.  Welles' car heads
     down a long tree lined drive, to the dark mansion. 

     INT.  CHRISTIAN HOUSE, HALLWAY -- NIGHT 

     Welles follows a BUTLER down a long hall. 

     INT.  CHRISTIAN HOUSE, LIBRARY -- NIGHT 

     The butler shows Welles in, shuts the door.
     Towering SHELVES of BOOKS are serviced by ladders.  Far
     across the room, an old, sad woman, MRS. CHRISTIAN, sits
     waiting with a tall, thin, sinister ghoul of a LAWYER.

                             MRS CHRISTIAN 
                 Mister Welles. You're very prompt.   

                             WELLES 
                 I try to be.

     Welles crosses towards them. It takes a while. 

                             MRS CHRISTIAN 
                 I appreciate your coming on such
                 short notice. 

     Mrs. Christian holds out her hand and Welles takes it. 

                             MRS CHRISTIAN
                 This is Mister Longdale, my late
                 husband's attorney. 

     Welles shakes Longdale's limp hand, looking him over. 

                             WELLES 
                 Uh huh, pleasure. 

                             MRS CHRISTIAN 
                 Apparently Mr. Longdale has
                 something he feels he simply must
                 say before you and I speak.

                             LONGDALE 
                 Yes, I do have something to say.  I
                 insisted on being here as soon as I
                 heard Mrs. Christian contacted you. 

                             WELLES 
                 I'm listening. 

                             LONGDALE 
                 As Mr. Christian's attorney and one
                 of the executors of his estate, it
                 concerns me that a meeting of this
                 sort should take place without my
                 being asked to attend. 

                             WELLES
                 Of what sort? 

                             LONGDALE
                 You are a private investigator? 

                             WELLES 
                 That's right. 

                             LONGDALE 
                 Well, whatever reasons Mrs.
                 Christian has for engaging the
                 services of a private investigator,
                 I should certainly be a party to.
                 But, since she feels differently, I
                 can only go on the record as having
                 expressed my adamant disapproval. 

                             MRS CHRISTIAN 
                 Yes, how theatrical.  So you've gone
                 on the record, and now perhaps you
                 should just be gone. 

     Longdale's irritated, but has no choice.  He walks away. 

                             MRS CHRISTIAN 
                 Have a pleasant evening. 
                       (to Welles) 
                 Will you have tea, Mister Welles? 

                             WELLES
                 Thank you. 

     Mrs. Christian begins pouring tea from the service on a
     table.  Welles watches Longdale exit. 

                             WELLES 
                 He's odd.

                             MRS CHRISTIAN 
                 He's a lawyer.
                       (offers tea)
                 Please, sit, here...

     Welles accepts a dainty tea cup and saucer, taking a seat.

                             MRS CHRISTIAN 
                 I've spoken to friends of mine and
                 my husband's, in Harrisburg, in
                 Lancaster and Hershey.  Asking about
                 you.  I must say you have friends in
                 influential places. 

                             WELLES
                 I've been privileged to provide
                 services for people I admire.

                             MRS CHRISTIAN 
                 You are highly recommended.  Praised
                 for your discretion... your strict
                 adherence to confidentiality. 

     Welles nods, sipping tea. 

                             MRS CHRISTIAN 
                 As you know, my husband passed away
                 recently.  Two weeks ago now.

                             WELLES 
                 My condolences. 

                             MRS CHRISTIAN 
                 His passing has left me with...
                 something of a dilemma.  A terrible,
                 terrible dilemma. 

                             WELLES 
                 I'll do whatever I can to help. 

     Mrs. Christian studies Welles.

     INT. CHRISTIAN HOUSE, MR CHRISTIAN'S OFFICE -- NIGHT

     Mrs. Christian and Welles enter.  This office has been lived
     in for a lifetime.  Giant DESK.  AMERICAN FLAG.  Walls
     covered in old b+w PHOTOGRAPHS and ACHIEVEMENTS. A large,
     baked enamel sign nailed up, "<b>CHRISTIAN STEEL.</b>" 

                             MRS CHRISTIAN 
                 His inner sanctum. 

     Welles looks up at the OIL PAINTING over the fireplace: MR.
     CHRISTIAN, a powerful, old man, posed with a dark, teeming,
     industrial landscape behind him. 

                             MRS CHRISTIAN 
                 Not many people have been inside
                 this room. 

     Welles examines PHOTOS of Mr. Christian visiting various
     STEEL PLANTS, COAL MINES and ground-breaking ceremonies,
     shaking hands with WORKMEN, with POLITICIANS. 


                             WELLES 
                 Pittsburgh? 

                             MRS CHRISTIAN 
                 Mostly.  That's where he started his
                 empire building.
                       (looks up at portrait)
                 He was a good man.  Notorious as an
                 eccentric, but that was something he
                 cultivated.  He <u>wanted</u> to be
                 legendary.

                             WELLES 
                 He succeeded. 

                             MRS CHRISTIAN 
                 We were married forty-five years.
                 Hard even for me to imagine.  We had
                 our troubles.  There were plenty of
                 places for him to be other than
                 here, but he was always loyal to me,
                 and I to him.  I loved him deeply.

     Welles waits. 

                             MRS CHRISTIAN 
                 Do you carry a gun, Mr. Welles? 

                             WELLES 
                 I wear a gun when I can tell a
                 client expects me to.  Other than
                 that, there's never any reason. 

                             MRS CHRISTIAN 
                 Just curious. 

     Mrs. Christian crosses to take down a PICTURE, revealing a
     WALL SAFE.  The safe is ajar, burnt and scarred, broken into.

                             MRS CHRISTIAN 
                 My husband was the only one with the
                 combination to this safe.  I knew
                 about it, but as far as I was
                 concerned it was none of my
                 business.  Not till now, that is. 

                             WELLES 
                 You hired someone to open it.  I'll
                 bet the lawyer loved that.

                             MRS CHRISTIAN 
                 There was nothing he could do.  My
                 husband left everything to me.
                       (looks at safe)
                 I prevented anyone from seeing the
                 contents.  I felt these were my
                 husband's private things.  I
                 didn't... I didn't realize... 

                             WELLES 
                 Do you want to tell me what you
                 found? 

                             MRS CHRISTIAN 
                 Cash, stock certificates, and this...

     She takes something from her pocket, puts it on the desk: a
     plastic bag containing a short 8MM FILM on a plastic reel.

                             MRS CHRISTIAN 
                 It's a film... of a girl being
                 murdered. 

                             WELLES 
                 I'm afraid I don't... 

                             MRS CHRISTIAN 
                 This is a movie showing a girl being
                 murdered.  She's sitting on a bed,
                 and a man rapes her... and he begins
                 to cut her with a knife...
                       (pause)
                 I only watched what I could.

     Welles picks up the film, looks at it. 

                             MRS CHRISTIAN 
                 I didn't know what to think.  I
                 can't tell you how horrible it's
                 been, to know this belonged to my
                 husband.  To know that he watched
                 this... this atrocity.  But, I can't
                 go to the police...

                             WELLES
                 Mrs. Christian... please, will you
                 sit down a moment? 
                       (leads her to a chair) 
                 I want you to listen carefully.
                 What you're talking about is a
                 "snuff film."  But, from what I
                 know, snuff films are a kind of...
                 urban myth.  Like, red light
                 district folklore.  There's no such
                 thing, I can assure you. 

     Mrs. Christian shakes her head. 

                             WELLES 
                 Please, believe me.  This is
                 probably a stag film.  Simulated
                 rape.  Hard to stomach, and it might
                 seem real, but there are ways of
                 making it look realistic... fake
                 blood and special effects...

                             MRS CHRISTIAN 
                 No. 

                             WELLES 
                 If you were to study it you'd see
                 the camera cutting away... you'd see
                 the tricks they can play...

                             MRS CHRISTIAN 
                 I'm telling you it's not that. 

                             WELLES 
                 I'm sure it is. 
                       (smiles) 
                 It's probably something your husband
                 was given as a bad joke.  More than
                 likely he never even watched it. 

                             MRS CHRISTIAN 
                 Will you watch it and see for
                 yourself? 

                             WELLES 
                 Of course.  But, I'm certain it's
                 nothing to worry about. 


     INT.  CHRISTIAN HOUSE, DINING ROOM -- NIGHT 

     An 8MM PROJECTOR faces a wall.  Welles looks back to Mrs.
     Christian in the doorway.  Mrs. Christian leaves, shuts the
     door.  Darkness.  Welles turns on the projector and sits.
     The PROJECTOR CLATTERS, shooting bright images...

     ON THE WALL: FLASH FRAMES, over exposure, then... the grainy
     FILM is HAND HELD, constantly in motion, showing a skinny
     GIRL, 16 or 17, in a negligee, sitting on a bed in a
     nondescript room with little furniture.  Looks like a hotel
     room.  We only ever see three walls.  The once beautiful
     girl looks worn, drugged, dark circles under her eyes,
     staring blankly.  The CAMERA'S tungsten SPOTLIGHT casts
     long, shifting shadows as the camera moves, but the girl
     still stares oblivious.  The bed is wrapped in PLASTIC and
     DUCT TAPE.  The floor is covered by PLASTIC SHEETING...

     Welles watches, crossing his arms, already uncomfortable.

     ON THE WALL: a door opens behind the girl, looks like a
     bathroom, and a MASKED MAN enters.

     The Masked Man wears a garish, Mexican WRESTLING MASK with
     eye holes and a mouth.  The mask covers his entire head.
     He's naked except for red shorts, his body scrawny, oiled,
     pale.  The man goes to stand in front of the girl.  He seems
     to be saying something to her, but the film is silent and
     the ONLY SOUND is the PROJECTOR'S LOUD sprocket hole
     CLATTER.  It's all one long take.  The CAMERA MOVES to favor
     the girl...

     Welles sits straight in his chair, wary.

     ON THE WALL: Masked Man raises his open hand and SLAPS the
     girl, knocking her back on the bed...

     Welles grimaces.

     ON THE WALL: Masked Man pulls the girl back to a seated
     position.  The girl's like a rag doll, face reddened, eyes
     closed, but she remains upright.  Masked Man uses his thumbs
     to open her unseeing eyes.  He touches her mouth with his
     fingers, presses his lips to hers.  Then, Masked Man backs
     away, leaving frame, till the CAMERA MOVES to find Masked
     Man standing at a table with THREE large BOWIE KNIFES laid
     out.  Masked Man runs his fingers over the blades...

     Welles rises slowly, still watching.

     ON THE WALL: Masked Man selects a huge Bowie knife and moves
     back towards the girl...

     Welles crosses his arms tight, disbelieving, fearful.
     <u>WE WILL NEVER SEE WHAT HAPPENS NEXT IN THE FILM</u>, but Welles
     does.  In the flickering, reflected light, Welles backs
     involuntarily away from the horrible images, holding his
     fist to his mouth, breathing hard.

     Welles keeps backing away, till he's backed against a wall.
     The PROJECTOR'S CLATTERING.  Welles is sickened, sweating,
     still watching, till he finally shuts his eyes.

     INT.  CHRISTIAN HOUSE, ADJOINING ROOM -- NIGHT

     Silence.  Mrs. Christian sits waiting, troubled.
     The door to the dining room opens and Welles enters from the
     dark, visibly shaken.  Mrs. Christian watches him, her
     sorrow now shared.

                             WELLES
                 You... you need to go to the police. 

                             MRS CHRISTIAN 
                 I told you I can't, not yet. 

                             WELLES
                 You don't have any other choice. 

                             MRS CHRISTIAN 
                       (stands, shakes her head) 
                 No.  For me to live with the ruin of
                 my husband's name, I need know that
                 whoever did this will be punished.
                 If you can find them, I will take
                 their names to the police.  I'll say
                 my husband confessed on his death
                 bed. I'll say I didn't have courage
                 to come forward at first...

                             WELLES 
                 It won't work like that.

                             MRS CHRISTIAN 
                 Any evidence you collect can be
                 given to the police later,
                 anonymously.  I've thought about it
                 and there's no other way.  If you
                 can't find them... if the only thing
                 that comes from this film is that
                 this is all my husband will be
                 remembered for, well I can't let
                 that happen.  I'm telling you I
                 won't.  If there's no chance that
                 poor girl's memory can be served,
                 then I'll just have to spend my last
                 days trying to forget her. 

     Welles sits, rests his head in his hands. 

                             WELLES 
                 I deal in divorce cases.  Corporate
                 investigations...

                             MRS CHRISTIAN 
                 You've found missing persons before. 

                             WELLES 
                 Nothing remotely like this. 

                             MRS CHRISTIAN 
                 I know what I'm asking.  Your
                 compensation will be appropriate to
                 the risk.  You'll need cash to buy
                 information, and I'll provide it.
                       (pause)
                 I feel responsible, Mr. Welles.
                       (pause)
                 You saw what he did to her.

     Welles stands, torn apart and uncertain, looks back to the
     dining room where the projector sits idle.


     INT.  WELLES' HOUSE, BABY'S ROOM -- NIGHT

     Cindy is sound asleep in her crib.
     Welles is seated near, staring at his sleeping child.

     INT.  WELLES' HOUSE, BEDROOM -- NIGHT

     Welles digs in piles of SHOEBOXES and BOOKS on the floor of
     his cluttered closet, finds what he wants: a LOCK BOX.

     INT.  WELLES' HOUSE, KITCHEN -- NIGHT

     Welles twists the lock box dial's combination, opens the box
     to reveal his GUN, HOLSTER and CLEANING SUPPLIES.  Welles
     takes out the gun, cleaning it.  Amy watches.

                             WELLES 
                 This is the mortgage.  This is
                 Cindy's college money. 

                             AMY
                 I understand.

                             WELLES 
                 Sometimes you can't know what I'm
                 doing.  It's better that way.

                             AMY
                 I know.

                             WELLES 
                 It's a missing persons case... a
                 long shot.  I'll give it two months,
                 two months at most, then I'll be
                 back.  We'll take a vacation.

                             AMY
                 Why the gun? 

                             WELLES 
                 I'm not gonna need it.  I won't even
                 wear it.  It's a precaution.
                       (cleaning gun)
                 Don't worry about me.


     INT.  WELLES' HOUSE, OFFICE -- NIGHT

     Welles looks through one file cabinet.  He pulls out a FILE.
     It contains all sorts of POLICE ARTIST SKETCHES.  Welles
     finds one of a TEENAGE GIRL with dark hair, looks at it.

     Welles positions the sketch on his COPY MACHINE, hits copy.

     EXT.  WELLES' HOUSE, DRIVEWAY -- MORNING

     Welles loads BOXES and a SUITCASE into his car's back seat.

     Welles puts the lock box in the car's trunk, in a hiding
     place beside the spare tire.  He places a brown BRIEFCASE on
     top, covers them both with carpet.  He closes the trunk.

     EXT.  PENNSYLVANIA TURNPIKE -- MORNING 

     Little traffic.  Welles' Ford races down the highway.


     EXT.  CLEVELAND CITYSCAPE -- ESTABLISHING -- DAY

     City skyline, overcast.  Looks like rain.

     TITLE:       <b>Cleveland, Ohio</b>

     EXT.  CLEVELAND STREETS -- DAY

     Welles' car moves slowly in a not-so-great neighborhood.
     Welles leans forward, peering through the windshield...

     An APARTMENT BUILDING'S crooked SIGN lists "<b>WEEKLY RATES.</b>"

     INT.  WELLES' ROOM, CLEVELAND -- DAY

     Dingy room.  Welles locks the door, puts the chain on. His
     suitcase and boxes are on the bed.  He begins unpacking,
     taking a PHOTO ENLARGER from one box and an 8MM PROJECTOR.

     INT.  WELLES' ROOM, BATHROOM -- DAY

     The developer's on the toilet.  DEVELOPING PANS are on the
     floor, developer bath, stop bath and fixing bath, with
     BOTTLES of CHEMICALS and packages of PHOTO PAPER.  Welles
     uses tape and ALUMINUM FOIL to black-out a window.

     INT.  WELLES' ROOM -- DAY

     Pizza box on the bedside table.  Welles' suits hang in the
     closet.  Welles sits facing a small REEL TO REEL on a desk.
     He wears white gloves, handles the 8MM FILM, careful to hold
     it by the edges, holding it up to the light, squinting.

     Welles puts in a magnifying EYEPIECE, leaning close...

     WELLES' P.O.V. THROUGH MAGNIFYING LENS: studying the first
     few inches of exposed film, coming upon TINY LETTERS printed
     just below the sprocket holes: "<b>SUPRAlux 544.</b>"
 
     INT.  WELLES' ROOM, BATHROOM -- DAY

     RED BULB in the light socket.  Welles threads the 8MM FILM
     into his enlarger, still in white gloves.

     He flicks the enlarger on, projecting a sideways IMAGE down
     onto the enlarger's baseboard, FOCUSING... it's the girl
     sitting on the bed, early in the snuff film.

     Welles makes an adjustment to the enlarger's lens; framing
     tighter on the girl's face, REFOCUSING.

     INT.  WELLES' ROOM -- NIGHT

     Welles comes out of the makeshift darkroom, holding a PHOTO
     of the girl.  He props the photo up on a dresser, stands
     looking at it.  Sad girl, staring forward.

     Welles goes to pick up his CELLULAR PHONE, dials.

                             WELLES 
                       (into phone) 
                 Hello, honey, it's me.
                       (listens)
                 I'm fine, how are you?

     Welles listens.  He turns to look at the girl's photo.

                                              FADE TO BLACK:

     EXT.  OFFICE BUILDING, MISSING PERSONS ARCHIVE -- DAY

     Nondescript.  "<b>U.S. Resource Center for Missing Persons.</b>"

     INT.  MISSING PERSONS ARCHIVE, OFFICES -- DAY 

     Small.  Cubicles.  Employees work phones and computers.
     BULLETIN BOARDS are covered in FAMILY PHOTOS, Polaroids and
     familiar "HAVE YOU SEEN ME?" missing person/children POSTERS.

     IN ONE CUBICLE, Welles opens his billfold, shows his
     identification: a laminated "<b>LICENSED INVESTIGATOR,</b>
     <b>Commonwealth of Pennsylvania</b>", with WELLES' PHOTO...

     The DIRECTOR of the center, a tired looking official in
     bifocals, studies the card.  Welles sits.

                             DIRECTOR 
                 What can I do for you, Mr. Welles?

                             WELLES 
                 Call me Tom.

                             DIRECTOR 
                 Alright, Tom.

                             WELLES
                 What I'd like, very simply, is
                 access to your archive.  And, now I
                 understand this isn't something you
                 normally do for private citizens...

                             DIRECTOR 
                 There are reasons for the way we do
                 things here.

                             WELLES 
                 Absolutely.  Of course I'll abide by
                 whatever decision you make, but I'd
                 appreciate if you'll hear me out... 

     The director sits back in his chair.

                             WELLES 
                 Few days ago, I was contacted by a
                 couple living in Philadelphia, a
                 doctor and his wife.  What happened
                 was they picked up a young girl
                 hitchhiking off 81, which heads into
                 Philadelphia, started up a
                 conversation with this girl, she
                 looked homeless, seemed about
                 eighteen maybe.  They convinced her
                 to let them buy her a meal in the
                 city.  Nice kid, mature, didn't have
                 much to say, but they got a sense
                 she's a runaway, so all through
                 dinner the doctor's working on her,
                 trying to convince her that at the
                 very least she should pick up a
                 telephone.  Not surprisingly, she
                 ate her food, excused herself...
                       (snaps fingers)
                 That's the last they saw her.  The
                 reason they came to me for help, the
                 reason I'm coming to you, is we had
                 a friend of mine in the department
                 work up a sketch...
                       (shows the POLICE ARTIST
                        SKETCH he photocopied)
                 They want to see if I can I.D. this
                 girl, somehow pass along a message
                 to let the parents know the kid's
                 alive, doing a