GONE IN 60 SECONDS

by Scott Rosenberg

4/6/99

NOTE! THIS IS FOR EDUCATIONAL PURPOSES ONLY AND CANNOT BE PRODUCED, DISTRIBUTED, PERFORMED, ETC.

"I wonder," Toad said to himself presently, "I wonder
if this sort of car starts easily?"
     Next moment, hardly knowing how it came about, he
found that he had hold of the handle and was turning
it. As the familiar sound broke forth, the old
passion seized on Toad and completely mastered him,
body and soul ... He increased his pace, and as the
car devoured the street, he was only conscious
that he was Toad once more, Toad at his best and
highest. And he sped he knew not whither, fulfilling
his instincts, living his hour, reckless of what
might come to him... "

-- Kenneth Grahame, "THE WIND IN THE WILLOWS"







"All the redemption I can offer, girl, is beneath this dirty
hood... "

-- Bruce Springsteen, "THUNDER ROAD"









FADE IN:

EXT. LONG BEACH STREET - LOWER GRAND - NIGHT

The streets are empty. Low fog skims the sidewalks below a gray stew
of a sky. It's slightly fuzzy, slightly surreal.  The vast Port of Los
Angeles is visible in the b.g... No cars parked here ... No cars
except -

A '67 SHELBY MUSTANG GT-500

Silver with deep grill, its sculptured side panels ending in air
scoops ... All cock and balls, it stands alone in the lonely cool
before dawn ... An old-school totem to speed and style... And then
SOMEONE approaches...

Through the mists of morning ... In leather coat and jack boots ...
He's early 30s, with the vaguely whimsical confidence of a shimmer
that refuses to fade ...

This is RANDALL RAINES, whom they call MEMPHIS - though know one's
quite sure why ... But they do know he's the auto-boost in Southern
California ...

Memphis approaches the Mustang with a gathering awe ... Like a desert
crash survivor coming upon an oasis ... He walks around it ...
Admiring it ... Adoring it ...

But then a FIREBIRD pulls up alongside him. Its driver -
ATLEY JACKSON, early 30s, handsome, jocular leans out for:

                        ATLEY JACKSON
           You gonna steal her or kneel down to
           her and pray -- ?

Memphis looks at him, still enthralled...

                        ATLEY JACKSON (cont'd)
           I know, I know ... It's Eleanor ...
           Just take her, slick. - -

And Atley drives off slowly, Memphis looks this way and that ...
No one about ... He removes a SLIM JIM from a deep pocket in his
coat... He slims the door panel ... Pops the button ... opens the
door ...

Watch him work. Quick as shit. A SCREWDRIVER appears another
pocket ... He pops the BUTTERFLY to the IGNITION

A RATCHET appears... He strips the mechanism... Now a GIZMO - a,small
socket-like device - is pressed into the
ignition ... A twist of the wrist ... And the 320-bhp 289 V8 rumbles
like a jackhammer. The whole thing took 20 seconds.

He takes a cassette TAPE from another pocket ... Slaps it into the
deck. Bruce Springsteen's "Ramrod" wails from the coaxials.
And Memphis floors it... And off they tear...

The look on his face suggests a supreme satisfaction ... A grand
re-awakening of long-dormant pleasure centers ... A speed Jones,
fixed and fumy ...

He slots in behind Atley Jackson's Firebird ... And slotting in
behind Memphis, in a Z-28, is DONNY ASTRICKY, mid-30s ...

On they go ... The fore and aft car providing escort...

Except that, from seemingly out of nowhere --

A POLICE CAR

appears behind them...

And Donny instantly goes into diversionary tactic ... He races
through a STOP SIGN ... And the cruiser's bubbles flash on ... And
Donny is pulled-over ... Atley and Memphis drive on in their
respective vehicles...

The UNIFORM COP gets out of his car, goes to Donny.

                        DONNY
           Problem, Officer?

                        POLICEMAN
           Yes. You're under arrest -- ?

                        DONNY
           For running a stop sign?

                        POLICEMAN
           For Grand Theft Auto -

And off of Donny's look --

We go to Memphis in the Shelby... As FOUR CRUISERS comes speeding
toward him, sirens wailing...

QUICK SHOTS of Memphis racing the Shelby through the early morning
harbor town streets ... Sirens peel ... Memphis turns up the music
... Pins the gas ... The chase is on ...

Memphis maneuvers the Mustang with a dazzling aplomb... Memphis
gutterballing the car, skating the shoulder, the cops in heavy
pursuit ...

And now he's picked up another CRUISER... He passes Atley Jackson,
heading in the opposite direction... Atley has picked-up a pair of
cruisers himself ...

Memphis on a straightaway now, speeds up, feels the boost. But up
ahead, a ROADBLOCK has formed... How'd they get that deployed so
fast? And behind him, the unmarks blaze ...

Guns his bitch... Straight at the roadblock .. Three CRUISERS and
a PORTABLE WOODEN BARRICADE... Memphis pins her ... ZOOOOOM! Dead-on
to the roadblock ...

And, at the last moment, as the COPS dive out of the way, Memphis
bangs the gear shift into neutral -- yanks the parking brake --
And the Mustang spins on the straight -- Screeching spin ... And
Memphis takes the HARD LEFT ...

And he's managed to outrun them... Finding himself above Lower
Grand... Looking down ...

He can see the secondary pursuit down below ... Atley being
chased... IN THE DISTANCE - Atley is LAUNCHED FROM THE SHOULDER,
the Firebird rolling down a drainage culvert ...

Landing with a sickening thud on its back. Memphis is horrified.

EXT. LOWER GRAND - LATER

Rescue team presence. Atley being hauled out of the wreck... His
leg is a torn mess ... He's barely conscious... A cuffed Donny
Astricky is dragged to a waiting cruiser ...

A POLICE CAR pulls up ... And out steps

DETECTIVE ROLAND CASTLEBECK

of G.R.A.B. The Governor's Regional Auto-theft Bureau. Castlebeck
is mid-50s, black, saturnine. - But don't let the tacit nobility
fool you - the man's a street viper ...

Castlebeck goes to another cop - HAWKINGS..

                        HAWKINGS
           Astricky. And Jackson. No sign of
           Raines...

                        DETECTIVE CASTLEBECK
           Well, then it's all for naught,
           ain't it, Hawkings?

Castlebeck looks out over the mess ... And then looks up...
Because, further down Lower Grand, a car is parked. It is the
Shelby. With Memphis leaning against its hood...

Castlebeck looks around him, but no one's noticed. So he walks
toward it, hand on hip...

                        DETECTIVE CASTLEBECK
           I know you --

                        MEMPHIS
           You know my back -

                        DETECTIVE CASTLEBECK
           You want to come along quiet?

                        MEMPHIS
           How's Atley -- ?

                        DETECTIVE CASTLEBECK
           Leg's all banged-up. He made a
           stupid play ... He'll limp around
           the yard up at Folsom. But
           Astricky will be there to take
           care of him. With their priors,
           they're looking at a serious bounce --

                        MEMPHIS
           Let them go --

                        DETECTIVE CASTLEBECK
           How's that?

                        MEMPHIS
           Let them go. And I'll leave ...

                        DETECTIVE CASTLEBECK
           You'll leave -- ?

                        MEMPHIS
           You don't have anything on me. A
           misdee auto-theft. I got no record.
           I'll be out in three days, and back at 
           it. Or you let them go, and I give
           you my word. I'm gone. And without the
           ringleader ... Your tee-times have
           just grown exponentially...

                        DETECTIVE CASTLEBECK
           I don't golf...

And they stare at each other, as Castlebeck considers.

                        DETECTIVE CASTLEBECK (cont'd)
           I do this. And I see you again. I'll
           come after you with everything I got.
           you won't be able to steal a glance
           at a blind man without me by your side ...

                        MEMPHIS
           You have my word...

                        DETECTIVE CASTLEBECK
           Get out of here, then. Now.

And Memphis makes to get into the Shelby...

                        DETECTIVE CASTLEBECK
           Leave the car, Randall ...

Memphis nods ... Takes one last look at the Shelby... Sorry to 
leave it behind ... And he runs off into the mists of Lower
Grand ...

Castlebeck walks back toward the crime-scene tumult ...

                        DETECTIVE CASTLEBECK
           Arright, let lim go. Cite him for
           rolling the stop ... And cite old
           Atley for driving to endanger ...

                        HAWKINGS
           What are you talking about, Rollie? We're
           springing 'em? Just like that?

                        DETECTIVE CASTLEBECK
           Just like that. Quit your bellyaching,
           Hawkings ... And let's wrap this up ...

And off of Donny's surprised look, as Springsteen wails to
crescendo and we

                                                       CUT TO:

EXT. INDEPENDENCE, CALIFORNIA - DAY - 6 YEARS LATER

Some 400 miles North of Los Angeles, Independence is a one
horse town, and the horse has died... Single stop light,
single-engine firehouse, single everything. Norman Rockwell
would find this burg a snooze.. - We settle on a small,
GARAGE ... The peeling sign reads:

"L.N. ORR AUTOMOTIVE"

owned and operated by Memphis Raines ... In blue coveralls,
Memphis has a Plymouth Duster up on the lift ... With him is a kid
- TOM, 19... Lightnin' Hopkins' "Automobile Blues" plays through --

                        MEMPHIS
           You know what you got here?

                        TOM
           Not really -

                        MEMPHIS
           There's excessive resistance in the cranking
           circuit ... You know what you gotta do -- ?

                        TOM
           Not really --

                        MEMPHIS
           You have any other answers besides
           "not really"?

                        TOM
           Not --

                        MEMPHIS
           Right. You want to test the voltage drop ...
           Use the voltmeter ... Remove the primary
           lead from the ignitioncoil and crank her ...
           See what you got ... You understand -- ?

Tom starts to say "not really". Instead, he nods. Memphis takes a
root beer from an old-style machine. He goes out ... front ... To
where an old Denver Pyle-coot - BUDGY - sits on a bench, smoking
an unfiltered Lucky ... Memphis sits beside him, pets the 
200-year-old DOG that lounges nearby...

                        BUDGY
           Just can't find good help these days --

                        MEMPHIS
                 (re: cigarette)
           Those things'll kill ya, Budgy --

                        BUDGY
           They won't have a chance. The bourbon and
           bacon'll get me first...

Budgy cackles ... Memphis looks out at the dusty little hamlet ...
Budgy points at a passing car ...

                        BUDGY (cont'd)
           That one -

                        MEMPHIS
           1980 Mercury Cougar. 255 cubic inch V8 ...
           Based on the Ford Thunderbird bodyshell;
           they modified the chassis, but didn't
           improve its performance...

Budgy points at another car ... And we get the sense they play
this game every day...

                        MEMPHIS (cont'd)
           The 1970 Plymouth Road Runner. Proof
           positive of a single all-powerful Deity.
           The first bargain-priced muscle car
           ever. They even tuned the horn to
           resemble the "beep beep" sound of the
           cartoon Road Runner ...

And Budgy looks impressed... As always ...

                        BUDGY
           Damn, you're good

Memphis nods ... Sips his root beer ...

                        BUDGY (cont'd)
           You got to bingo last night?

Memphis looks at him ... Can't believe it himself ...

                        MEMPHIS
           That I did, Budgy. That I did --

And, from inside the garage, there's the most horrific GRIND of
metal on metal, as Tom has started the Plymouth -

                        TOM (O.S.)
           Uh ... Randall -- ?

                        MEMPHIS
           Excuse me --

Memphis goes back into the garage, Budgy cackles.

                                                       CUT TO:

EXT. RANCHO PALOS VERDES - BUSINESS DISTRICT

A FORD ESCORT - driving through the upscale streets of Palos
Verdes. Three KIDS, 20, inside ... The driver is FREB, a little
dim; in the back is MIRROR MAN, black, always wears those mirrored
shades ... In the passenger seat is

KIP - Memphis' younger brother ... The car pulls to a stop.

Fancy stores - all of them closed - line this affluent business
district ... Freb consults a piece of paper ...

                        FREB
           The corner of Hawthorne and Granvia.
           Tumbler messed up. He said the Lotus
           would be at the corner of Hawthorne
           and Granvia --

                        KIP
           He didn't mess up. There it is ...

And he points ... To a CORNER BUILDING - EXOTIC MOTORS LTD. Twenty
foot high glass - windows surround a SHOWROOM of EXOTIC DREAM
CARS: Porsches and Ferraris, Lamborghinis and Bertones ... And-
there it is, a 1996 LOTUS ESPRIT V8, gleaming in the all-night
showroom lights...

Freb and Mirror Man are startled

                        FREB
           That -- ?

                        MIRROR MAN
           You're shittin', right? Kip?

He grins at them... He ain't shittin'...

                        FREB
           How are we supposed to--

                        KIP
           Pop the trunk. I need my tool ...

Freb scowls ... Pops the trunk ... Kip gets out ... Goes to the
back ... Freb and Mirror Man share a spook --

                        MIRROR MAN
           What tool -- ?

Kip reaches into the trunk.... Comes around to them... He's
carrying A BRICK --

                        MIRROR MAN (cont'd)
           Oh, no --

And Kip walks toward "Exotic Motors"... Calm and cool ...
Ten feet from it ... He winds up ... And HURLS THE BRICK AT
THE WINDOW Which EXPLODES ON IMPACT, a SHOWER OF GLASS
raining down ...

ALARMS SQUEAL

As Kip walks into the showroom, glass crunching underfoot. Freb
and Mirror Man can't believe it --

INT. EXOTIC MOTORS

Kip goes to the Lotus... With nary a glance around, he's got her
open ... The Lotus' ALARM adds its song to the choir ... Kip,
unmindful, gets behind the wheel ... Screwdriver to the
mechanism... The alarm raging in here...

In moments, the V8's massive 349bhp is bellowing... And Mirror Man
climbs in beside him... And off they go ... Laying several inches
of English rubber. Over the broken glass and out of the
showroom...

EXT. CITY STREETS - PALOS VERDES - NIGHT

The Lotus races through these streets ... At high speeds ...

                        MIRROR MAN
           Newsflash, Kip: you're driving a
           stolen car

Kip smiles over the ascending speedometer --

                        KIP
           Yeah. Ain't it great -- ?

And he pins her ... VROOOOOM -- !

                                                       CUT TO:

A TENNIS BALL

being bounced against the wall ... Caught ... Bounced again ...
Thunk! Thunk! Thunk!

INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

A dozen purloined AUTOS are parked here ... And a number of
SHIPPING CONTAINERS ... A thuggish MAN reads the paper ... The
tennis ball bouncer is TUMBLER, 20 ... And he's sitting on a
tilted back chair, and wall-bouncing the ball and annoying the
piss out of

ATLEY JACKSON

whom we remember from the drop-car at our opening ... Atley walks
with a LIMP now... Thunk! Thunk! Thunk!

                        ATLEY JACKSON
           Can you stop that, for Chrissake?

                        TUMBLER
           What's your problem, bro ?

Thunk! Thunk!

                        ATLEY JACKSON
           Where are they -- ?

                        TUMBLER
           They'll be here. You nervous, bro? You? Back
           in the day, they say you had anti-freeze in
           them veins ... What happened -- ?

And Atley intercepts the tennis ball ... And hurls it over to the
far side of the warehouse ... Tumbler merely grins ...

                        TUMBLER (cont'd)
           Relax and enjoy --

EXT. SAN PEDRO STREETS - THE LOTUS

Heading for Long Beach... Stopped at a light ... A CAMARO pulls up
next to them... A KID behind the wheel, a BLONDE beside him...

Kip eyeballs them... Engines are revved... Challenges are
implied... Mirror Man panics ...

                        MIRROR MAN
           Stolen car, Kip. Stolen car, stolen car,
           stolen car ...

                        KIP
           Stolen fast car...

And the light turns green ... And he pops the clutch ... And
they are off ... It's a good old fashioned drag race ... Kip
smiles at the blonde ... Mirror Man is freaking out ... Kip's
eyes are on fire ... He clocks the speedometer ...

                        KIP (cont'd)
           It's calibrated for 140 ... Let's see
           if these British boys are full of shit
           or not --

                        MIRROR MAN
           No way, man --

Yes, way. Kip floors it. They bury the Camaro in its wake... The
gauge rising ... 90, 100, 110 ... Mirror Man is having an
embolism...

They warp-speed by a POLICE CRUISER... Both kids totally unaware
of the POLICE CHOPPER up on high... With them in its sights ...
And they drive ... At last, ending up at --

THE WATERFRONT - A dark latticework of docks and wharves,
warehouses and shipping crates... The freighters are somehow
graceful against the moonlit water ...

INT. WAREHOUSE

Tumbler studies his watch... Now he's a little concerned ... He
looks up ... Atley is glaring at him...

                        ATLEY JACKSON
           Something wrong, Tumbler -- ?

                        TUMBLER
           Yeah. I'm missing Springer --

And then the Lotus pulls into the warehouse... Tumbler flashes
Atley a "told-you-so" smile... Kip and Mirror Man get out of the
car...

Kip walks over to a CLIPBOARD with a magic marker tethered to it
... It is a list of cars ... He draws a black line through "13)
1996 Lotus Esprit V8"... The others are clocking the car...

                        ATLEY JACKSON
           She'll go 0 to 60 in 4.9 seconds --

                        MIRROR MAN
           I can vouch for that.

Tumbler passes out 40 oz.s ... The vibe is celebratory...

                        TUMBLER
           Thirteen down ... Thirty-seven to go ...

                        KIP
           No problem -

Bottles are clinked... Beer is sipped ... Only, a HOT WHITE
SPOTLIGHT bores through the skylight ... And the whup-whup of the
chopper's ROTORS... And now the sounds of SIRENS ... And the 
thuggish man gets to his feet ...

                        THUGGISH MAN
           Let's get outta here -- !

And they do... Heading out the back ... It's tough for Atley with
his limp ... On the way out:

                        ATLEY JACKSON
           Now you gone and done it, Raines
           And they flee ...

INT. WAREHOUSE - LATER - NIGHT

A HALF-DOZEN POLICE CARS. The CHOPPER does the usual
spotlight-trailing... It's turned into a total pig
circus ... A car pulls to a stop ... And out steps Detective
Roland Castlebeck, whom we remember from our opening...

INT. WAREHOUSE

Castlebeck surmises the take ... The cars ... His partner
DETECTIVE DRYCOFF - a sneering Irish boy with zero patience -
comes out from the back ...

                        DETECTIVE DRYCOFF
           They're gone...

Castlebeck nods ... Looks at the cars ...

INT. "L.N. ORR AUTOMOTIVE" - INDEPENDENCE - DUSK

Memphis goes through invoices in the cluttered back office. When a
brand new purple MERCEDES SLK, windows tinted, pulls in out front.
It looks oddly anachronistic here in Independence. Memphis senses
danger. He goes out. Budgy and his dog are here... Budgy looks
spooked... Tom, too ...

                        MEMPHIS
           What's going on -- ?

And standing there, by the Mercedes, like a wraith, is ATLEY
JACKSON, in long leather coat, smoking a cigarette ... As out of
place here as a maggot on a muffin...

                        ATLEY JACKSON
           Well, well, well ...

And he begins to sing...

                        ATLEY JACKSON (cont'd)
                 (ANDY GRIFFITH theme)
           Da-doo-doo-doo-da-doo-doo-doo, etc.
                 (laughs)
           Are you kidding me, man -- ?

                        MEMPHIS
           Hello, Atley ...

                        ATLEY JACKSON (re: sign)
           L.N. ORR. I get it. Clever ...

Memphis studies him...

                        MEMPHIS
           How's the leg?

                        ATLEY JACKSON
           Only hurts when I breathe. Lookit
           you. Where are Barney Fife and Aunt
           Bea hanging out? And Opie ... Where's
           Opie at?

He laughs some more ... Chain-lights his cig ...

                        MEMPHIS
           What are you doing here?

                        ATLEY JACKSON
           Is there someplace we can talk?

Memphis looks at him...

                        MEMPHIS
           What about?

                        ATLEY JACKSON
           About your brother. And the deeeep
           shit he's in --

INT. TEDDY'S TAVERN - NIGHT

A BARMAID sets down a pitcher of beer and two mugs...

                        WAITRESS
           There you go --

                        MEMPHIS
           Thanks, Donna --

She leaves... Atley is staring at him... Memphis shrugs...

                        ATLEY JACKSON
           It's been a long time, Memphis --

                        MEMPHIS
           Six years ...

                        ATLEY JACKSON
           Six years. Shit. Time flies, don't it?
           Six years ago we were fartin' through
           Armani and pissin' Cristal.
           Now look at us ...

           MEMPHIS
             Tell me about Kip -

Atley takes a sip of his beer,...

                        ATLEY JACKSON
           He took a job. And he fumbled it.
           Now he's jammed-up. Jammed-up bad...

                        MEMPHIS
           What kind of job... ?

                        ATLEY JACKSON
           A boost. A big boost ...

                        MEMPHIS
           A boost? What's Kip doing on a boost?

Atley frowns ... Looks at him...

                        ATLEY JACKSON
           You're shittin', right?

Clearly Memphis is not ...

                        ATLEY JACKSON (cont'd)
           Kip's become quite the little
           crewrunner since you left. He's been
           working a low-rent ring for
           two years now. You don't talk to
           your Ma?

                        MEMPHIS
           It seems she neglected to mention it

                        ATLEY JACKSON
           Maybe she don't know. Although I don't
           see how that could be. Maybe she didn't
           want to upset you -

                        MEMPHIS
           Don't feel the need to explore my family
           dynamics, Atley...

                        ATLEY JACKSON
           The point is: Kip's been living the
           life. Only he's a wild child. Crazy.
           Makes our old behavior seem like
           altar boy time. But he fungold this
           one so bad, folks around L.B.
           are already speakin' about him in
           the past tense.

Memphis takes a beat ... Sips at his brew ... Then:

                        MEMPHIS
           Who was the job for?

                        ATLEY JACKSON
           Who do you think?

Memphis waits ... In no mood for guessing games ...

                        ATLEY JACKSON (cont'd)
           Calitri, man. Raymond "The Carpenter"
           Calitri ... Your favorite and mine ...

Which means nothing to us ... Though the look on Memphis, face
speaks volumes ...

                        ATLEY JACKSON (cont'd)
           I just thought you should know,
           man. I kind of had a feeling you
           didn't. But I should tell you:
           I'm working for him now - The
           Carpenter - so if you see him, you
           won't mention me coming to get
           you... Like I said: I just thought
           ... I owed you ... And that it was
           the right thing to do ...

Memphis nods ... His face clenched in despair. We FADE TO BLACK,
As a SUPER on-screen reads: PART 1: STOLEN MOMENTS

We PRE-LAP J. Geils Band's "Hard-Drivin' Man" and CUT TO:

THREE PLATES OF BACON, EGGS AND HASH BROWNS

placed on the service deck by a short-order COOK...

INT. RUBY'S ALL-NITE - LONG BEACH - NIGHT

A 24-hour diner in the heart of Long Beach... The three plates are
picked-up with an impressive dexterity by

HELEN RAINES

early 60s, clear-eyed... In pink Ruby's uniform and chunky
shoes... Black currant hair striated with wisps of gray... Helen
delivers the plates to a booth of college kids ...

                        KID
           Can I get some more coffee -- ?

                        HELEN RAINES
           Sure, hon ...

And she goes to the coffee station... When

                        MEMPHIS (O.S.)
           Who's a guy gotta know to get a tuna
           melt in this joint -- ?

And she turns around to see Memphis standing there. Her expression
displays many things ... Most of them joy ...

                        MEMPHIS (cont'd)
           Hello, Ma --

And she goes to Memphis ... Wraps her arms around him ... Squeezes
tight ...

                        HELEN RAINES (cont'd)
           Oh, Randall ...

She takes his head in her hands ... Kisses his cheek ... Then the
other... Hugs on ... Unmindful of the customers ... The cook
smiles from behind the order wheel ...

                        COOK
           What's the word, Memphis -- ?

                        MEMPHIS
           How ya doing, Ruby -- ?

                        HELEN RAINES
           Come, come, come ...

And she leads him over to a booth ... Barking to the cook - RUBY -
on the way...

                        HELEN RAINES (cont'd)
           Tuna melt on pumpernickel.  Provolone,
           extra tomato, Dijon... And a chocolate
           milk... Lots of syrup...
                 (to Memphis)
           Right?

                        MEMPHIS
           Right ...

And they settle in ... Across the booth from each other ... She
takes his hands...

                        HELEN RAINES
           You look good...

                        MEMPHIS
           You, too, Ma...

                        HELEN RAINES
           What are you doing back?

                        MEMPHIS
           How's Kip?

And Helen flushes, a bit ashamed maybe ...

                        HELEN RAINES
           Have you seen him?

                        MEMPHIS
           No.

                        HELEN RAINES
           oh.

                        MEMPHIS
           Atley Jackson came to see me ...

                        HELEN RAINES
           Atley Jackson. How is that one?
           How's the leg... ?

He looks at her ... Beat ...

                        MEMPHIS
           Why didn't you tell me?

                        HELEN RAINES
           I couldn't. I didn't want you to
           worry. I thought held sort himself
           out. I hardly see him. He comes and
           goes. He's in trouble, isn't he?

                        MEMPHIS
           He's in some trouble ...

                        HELEN RAINES
           I knew it. He's changed, Randall. He's a
           different boy. He's lost that... That
           sweetness ... It's gone ... And I don't
           know what to do ...

                        MEMPHIS
           You getting my checks ... ?

                        HELEN RAINES
           Of course ...

ANGLE - RUBY. He's on the PHONE in the kitchen...One eye
on Memphis and Helen --

                        RUBY
           Detective Castlebeck... It's me ...
           Yeah... You ain't never gonna guess
           who just come in to visit his Ma --

BACK TO - MEMPHIS AND HELEN RAINES ...

                        HELEN RAINES (cont'd)
           You haven't spoken to him in a
           while, I guess...

                        MEMPHIS
           He doesn't return my calls. or my
           letters ...

                        HELEN RAINES
           Kipling was sixteen when you left, baby.
           I don't know what you remember of him.
           But you should brace yourself

And, on her sad smile, we PRE-LAP Sammy Hagar's "I Can't Drive 55"
and SLAM CUT TO:

INT. "THE SIDE POCKET" - POOL HALL - NIGHT

A dozen tables... Smells of blue chalk and whiskey... The juke box
cranked... We take it to the back of the joint ... Where Kip, and
Tumbler and Mirror Man are knocking a rack... Freb sits nearby,
with a few badly made-up GIRLS...

                        TUMBLER
           ... so ... It's my new move ... It's called
           "The Stranger." What I do is, I sit on
           my hand for 10 minutes.  Till it falls
           asleep. Till it's good and numb. No feeling.
           And then I jerk off.

                        GIRL
           That's disgusting -

                        FREB
           What's the point, man -- ?

                        TUMBLER
           Cos it's like you're bein' done by a stranger
           ... It rocks ... It's the power move of the
           New Millennium...

He sinks another ball. A kid, 15, TOBY - comes up to them.

                        TOBY
           Hey, Kip, what's up?

                        KIP
           What do you say, Toby?,

                        TOBY
           I'm cool -

                        TUMBLER
           What do you want, shithead?

                        TOBY
           Why you gotta front me like that? I'm
           talking to Kip --

                        TUMBLER
           Why don't you leave him alone?

                        TOBY
           I known Kip longing than you, man ...

                        TUMBLER
           Oooh, ain't you the lucky duck --

                        FREB
           Any word, Kip -- ?

                        KIP
           No ... And they won't take my calls ...

                        FREB
           What does that mean -- ?

                        KIP
           It ain't what you'd call a "good sign"

He groks their fear...

                        KIP (cont'd)
           Look - we managed to get 13 in a week.
           We just gotta step it up ...

                        FREB
           But we only got till Friday. That's
           four days. And we lost the 13. So's
           we gotta start over ...

Kip looks at him...

                        KIP
           That, too ...
                 (off of Freb's look of fright)
           Don't sweat it, Freb. We're cool.

ANGLE THE FRONT DOOR. For Memphis has entered. He
clocks the room. Sees them at the rear ... Walks back

                        KIP
           It can be done, man. We just gotta
           step it up... It's a challenge ...

                        MIRROR MAN
           The challenge is not to get our nuts
           cut-off and shoved down our throats ...

                        TUMBLER
           Can I help you, pal -- ?

And Kip looks up ... To see Memphis there ...

                        MEMPHIS
           Hey, Kip ...

                        KIP
           Hello, Memphis --

                        TUMBLER
           "Memphis?" You're Memphis?

                        MEMPHIS
           That's right...

                        TUMBLER
           Damn. Damn, damn, damn ...

                        FREB
           Memphis. Holy shit. It's an honor,
           man --

And he pumps his hand... Memphis continues to stare at Kip

                        KIP
           It's good to see ya, man. You changed
           your look -

                        MEMPHIS
           You, too

Hold the stare... The others are excited...

                        FREB
           What are you doing back, Memphis?

                        MEMPHIS
           Little visit. Check on the family.

                        KIP
           It's nice to see ya, man -

He smiles ... Memphis eyeballs him... Toby is there ...

                        TOBY
           Hey, Memphis. Remember me? Toby
           Walker. I live next door ...

                        MEMPHIS
           Sure. Hey, Toby. You grew up

                        TOBY
           Yeah, I'm cool ...

And Memphis turns back to Kip, who's picked up a pool cue.

                        KIP
           Who's got next game -- ?

And he makes to rack 'em up ... Then:

                        MIRROR MAN
           I get it. You ain't gotta be a genius:
           Memphis come back to save our bacon!

                        TUMBLER
           Shut-up, Mirror Man --

                        FREB
           Izzat true? You come back to save our
           bacon?

                        MIRROR MAN
           Of course it's true. He come to save
           his brother's dangling ass --

                        KIP
           That can't be it. Cos we don't need
           saving

                        FREB
           We don't -- ?

                        MEMPHIS
           He give you an advance -- ?

                        MIRROR MAN
           Hell, yeah. Ten larger man

Kip shoots him a look... As if he's spoken out of turn ...

                        MEMPHIS
           You just give 'im back the money.
           All's well...

The others look glum... Kip laughs ... Long and hard...

                        KIP
           "Give lim back the money." "Give 'im
           back the money..." Be nice. If only
           we didn't drink the money. And smoke
           the money. And buy Nikes with the
           money. And Sony Play Stations with the
           money. And dirty girls with the
           money...

And Kip sinks a ball ... Memphis looks at the others ... They
nod... It's true ... The money's gone ...

                        KIP
           But don't worry, man. Things are all
           sweetness and light here...

                        TUMBLER
           Things are all leafy and suburban ...

                        MIRROR MAN
           The hell they are --

                        KIP
           Sure they are. Although we do appreciate the
           gesture, Memphis. But we do got it handled...
           And it was nice to see you -- -

Memphis nods ... Looks at all of them... Smiles ... And then
REACHES OUT, GRABBING Kip by the collar, yanking him to his feet
and in close, nose to nose ...

                        MEMPHIS
           You listen to me, baby brother. You fancy
           yourself some reat neat tough guy scumbum,
           well, woop-tee-doo, little puppy with a
           poundcake. But I remember the days when you
           used to steal my Colorforms and eat 'em...
           So you can't stop me from saving your
           "dangling ass' if that's what I feel like
           doing...

And with that, he shoves Kip back down into his seat, toppling the
table, bottles and glasses crashing... And barrels away from them,
the crowd parting like a wound...

Kip's crew left stunned, flustered, and maybe a bit impressed...

                        TUMBLER
           Damn... Homeboy's on the dazzle ...

And, off of Kip's furious look, we CUT TO:

EXT. LONG BEACH HARBOR - NIGHT

A chill in the air. Memphis walks toward a range of lowslung
buildings ...

EXT. WOODBURN SCRAP AND METAL - NIGHT

A virtual cityscape of dismantled automobile carcasses, piled up
high for as far as the eye can see ... A huge FORK LIFT scoops up
a wreck and hauls it over to the CRUSHER... Watch as the car is
FLATTENED, for easy shelving ...

Midnight auto nonpareil ... To one side of the yard is a GARAGE:
Watch as a HONDA ACCORD, with a BLOODY WINDSHIELD, enters the
garage. A young Mexican KID driving.

A SIGN: "LOCK YOUR CAR OR IT MAY BE GONE IN 60 SECONDS!"

INT. GARAGE - CHOP SHOP

A CAR is CHOPPED ... Pulled apart ... Fenders, doors, panels,
interiors, air bags ...

EXT. WOODBURN SCRAP AND METAL - FRONT ENTRANCE

Memphis knocks on the door ... A dog-faced MAN opens it ...

                        DOG-FACE
           Yeah -- ?

                        MEMPHIS
           Randall Raines to see Mr. Calitri ...

INT. WOODBURN SCRAP AND METAL

Memphis follows Dog-face to the back of this building. Follows him
into another room. Which is

A WORKSHOP

An enormous WOODWORKING SHOP, fully tricked-out with state-of-the-
art table saws and drill presses, jointers and power planes.

An antique treadle lathe stands in one corner. A stock layout of
expensive woods - oak, birch, maple, cherry, mahogany - is stacked
against the rear wall ...

Jars and bottles and cakes of glues, resins, stains and bleaches
cram a shelf unit ... There's a MAN here, at a band saw. This is
RAYMOND CALITRI, 59 ...

He wears an apron, protective glasses and a lopsided sneer. A
Richard Widmark motherfucker - with the diamond hard look of a
cobra. The liegelord of downtown...

And now he works the a hand saw, making critical cross-cuts on a
wide panel of maple ... Atley Jackson is here as well ... As noisy
as it is out in the yard, in here, once the door is closed, it's
as SILENT-as a tomb...

A BANK OF MONITORS on one wall show the cars being crushed and
disassembled in the yard. Memphis is led into the room.

Calitri nods and Dog-face leaves the room... Calitri smiles ...
Examines his fresh cut...

                        CALITRI
           Randall Raines ... It's been a long time ...
                 (looks at his clothes;)
                  frowns)
           'though I do I recall you as a man
           with style. You remember your old
           friend, Atley -- ?

                        MEMPHIS
           How ya doing?

                        ATLEY JACKSON
           Good to see you, Memphis --

                        CALITRI
           So. What do we owe the honor -- ?

                        MEMPHIS
           It's about my brother ... Kip...

                        CALITRI
           Yes ... Kip ...

He says the name like other men say "cancer." The phone on
his desk BLINKS. Calitri picks it up. Listens. Looks at
one of the monitors. Where the Mexican man is talking to
several Calitri EMPLOYEES. Calitri hangs up...

                        CALITRI
           Excuse me one moment, Randall ...

And he picks up a MORTISE CHISEL on his way out. Palming it ...

INT. GARAGE - THE MEXICAN MAN

is sobbing. As Raymond Calitri marches toward him, glancing at the
bloodied windshield.

                        CALITRI
           You bring this to me in this
           condition? Blood and guts all
           over it? You make me complicit?
           On my property? Who taught you
           how to think? And worst of all:
           weren't there supposed to be two
           Hondas?

                        THIEF
           Please ...

And Calitri, rapid-fire, PUNCTURES the man's belly and chest and
legs with the chisel, old-school prison-shiv style ... Until the
man is on the floor, howling ...

                        CALITRI
           Stupid sonuvabitch...

INT. CALITRI'S WORKSHOP

Memphis can-see this from one of the monitors. He looks at
Atley...

                        ATLEY JACKSON
           Car-jacker. Neglected to clean up after
           himself ...

                        MEMPHIS
           Jesus ...

                        ATLEY JACKSON
           The business has changed...

Calitri is back, wiping the sweat from his brow with a rag.

                        CALITRI
           Now. Where were we? Oh, yes. Kip.

                        MEMPHIS
           I don't want him hurt...

Calitri looks at him, then waves a hand around the shop...

                        CALITRI
           I'm proud of this work. The bird
           feeder. The wagon wheel planter.
           The dollhouse. The drop-leaf movable
           server...

He gestures to each item - exquisitely-rendered woodwork. Then
gestures to the yard...

                        CALITRI (cont'd)
           Metal. Steel. It's cold. Ugly. Wood
           is warm. Clean. Provided by nature.
           To see a piece of furniture take shape.
           It's like watching a child grow ...

Memphis glances to Atley... Atley shrugs ...

                        MEMPHIS
           I'm sure you're working your way to
           the point.  I'll wait right here ...

Calitri blinks. Smiles. Nods...

                        CALITRI
           My point. Yes. Simple, really. I require
           the best. I insist on the best. I only
           engage the best.  Your brother. His
           friends. They came to me. They wanted my
           paper. He was your brother. You were the
           best. Now. They've brought so much
           goddamn heat down, I may not be able to
           fill this order. Which would be very bad
           for me. Which in turn, is very bad for
           them...

                        MEMPHIS
           I could kill you. That occurred to me.
           When I first heard about this. That I
           would kill you ...

                        CALITRI
           Grow up. You don't kill people like me.
           People like me die in their sleep at
           87 ... Do you know why? Because if
           you did kill me, and everyone knew it
           was you - for the next ten years they'd
           be finding pieces of those you love
           scattered all over California ...

Memphis nods, notes a PISTOL, resting on a shelf nearby.

                        CALITRI (cont'd)
           No, no. You don't kill me, because
           you can't. You don't take your brother
           and run, because we'd find him. You
           don't go to the-police, because we have
           friends there, too. You do nothing:
           except deal with me.

Memphis eyes him...

                        MEMPHIS
           I can come up with the front money.
           Pay you back...

                        CALITRI
           Were it only that easy. I have
           obligations. The order needs to be
           filled...

Calitri takes a manila ENVELOPE from his desk... Hands it to
Memphis, who takes out the SINGLE SHEET OF PAPER inside.

                        CALITRI (cont'd)
           On that list, you'll find fifty cars.
           Fifty. Five-zero. They range in
           age from the 1956 Ford Thunderbird
           to the 1999 Toyota Camry; and in
           expense from the 1993 Volkswagen
           Jetta to the 1988 Lamborghini
           Countach. Fifty cars. Five-zero.

Memphis scans the list ... Looks up at Calitri ...

                        CALITRI (cont'd)
           There is a container ship in Long
           Beach Harbor. Pier 14. Ready to be
           loaded with 4-car-per shipping
           containers, false-walled and
           customsprofiled as motor oil
           designated. The ship leaves in four
           days for South America and the
           men who've tendered me this contract ...

                        MEMPHIS
           They gave you only four days?

                        CALITRI
           They gave me two weeks. I wasted most of it
           with your brother and his crew, who not
           only lost what pitiful few they managed
           to boost, but also alerted the heat as to our
           endeavor, making this even more difficult
           to achieve ...

Memphis scans the list ...

                        CALITRI (cont'd)
           Four days. 50 cars. I'm paying 200
           thousand dollars ...

Now Memphis looks up...

                        MEMPHIS
           I'm not interested --

                        CALITRI
           I knew you'd say that.

                        MEMPHIS
           I'm just here about my brother.

                        CALITRI
           I knew you'd say that, too --

Calitri smiles ... Memphis 'looks at him... At Atley Realizing
the trap ...

                        MEMPHIS
           Sound it out for me.

                        CALITRI
           Your brother has four days. Fifty
           cars. Five-zero. For that he gets
           200 large ...

                        MEMPHIS
           And if he doesn't make it -- ?

Calitri goes to one corner of the shop... Takes a tarp off
of a full couch MAHOGANY CASKET...

                        CALITRI
           I made this, too. My first one.
           Brass extension handles, not plated.
           The coverings are silk, not rayon.
           Expensive hardwood. And lined with
           spray green Lorraine crepe ...

Memphis waits, knowing where this is going --

                        CALITRI (cont'd)
           Yes, yes. I made it for young Kip. In
           case he fails. At 8:00 Friday morning,
           if that ship sets off without my
           fifty ... Kip will take up permanent
           residence in this box ...

Calitri WALL SWITCH and the a corrugated steel SLIDING DOOR is
RAISED, revealing a LOADING DOCK facing the back of the yard... Two
MEN are working out there... DIGGER AND BUTZ scuzzy dudes, mid-30s
and dressed in dirty coveralls ...

                        CALITRI (cont'd)
           Come here for a second, boys --

And they come over --

                        DIGGER
           Evenin', Mr. C. --

                        CALITRI
           Digger, Butz: let me introduce
           you to Randall Raines. Used to
           head up the dandiest ring in
           Southern Cal. Left us
           for parts unknown. Randall, this
           is Digger. And that's Butz -

                        DIGGER
           Hi, Randall --

Memphis says nothing. Calitri grins ... Nods to Digger an Butz,
who go back to work...

                        CALITRI
           Digger and Butz will be in charge of burial.
           They're good boys ...

Memphis' look is cold and furious ... Plaintive:

                        MEMPHIS
           I don't want them hurt. Any of 'em...

                        CALITRI
           "don't want" the Dodgers to lose or
           the summer to end. But we
           don't get to choose these things...

Atley hits the wall-switch and the steel door slides shut. Calitri
turns to Memphis...

                        CALITRI (cont'd)
           "Nothing that's forced can ever be
           right." Old woodworking expression.
           I really don't care how the 50
           get onto my ship ... I just care
           that they do. You decide.

With that, he puts his protective glasses back on - and fires up
an abrasive-disc-finishing machine, adjusting the miter gage and
beginning to sand the Outside curve of an angled chamfer.

EXT. HELEN RAINES' HOUSE - ESTABLISHING - NIGHT

A small New England-style shingle and clapboard, up on a hill
overlooking the port. A small GUEST-HOUSE behind it ...

INT. HELEN RAINES' HOUSE

Helen clears away the dinner dishes ... The TV is on. The news. We
see a CRIME SCENE ...

                        REPORTER
           ... the car-jacking, which left Ramona
           Sullivan, the 44-year-old mother of
           three, dead, occurred last night at ...

Memphis glances to the TV... Grimaces ... He looks out the window
... At the SEDAN parked below...

EXT. RAINES' HOUSE - NIGHT

Memphis comes out ... Moves to the sedan parked across the street
... it is Detectives Castlebeck and Drycoff...

                        DETECTIVE CASTLEBECK
           I know you.

                        MEMPHIS
           You know my back.

They get out of the car... The view of San Pedro from up here is a
spectacular bedspread of lights ...

                        DETECTIVE DRYCOFF
           When'd you get to town, Raines?

                        MEMPHIS
           The other day....

                        DETECTIVE DRYCOFF
           What for?

                        MEMPHIS
           No particular reason. Catch a Laker game. I
           heard we got Shaquille ...

                        DETECTIVE DRYCOFF
           Where you been, anyway?

                        MEMPHIS
           Just out there. Roaming around. Building up my
           collection of refrigerator magnets ...

                        DETECTIVE DRYCOFF
           You seem a little hinked-up ...

                        MEMPHIS
           Not at all ...

He and Castlebeck lock eyes ... Castlebeck takes a pear from his
coat pocket ... Sets to polishing it ...

                        DETECTIVE CASTLEBECK
           I remember us having made some
           kind of deal, Randall. I don't
           remember this deal having some kind
           of time-limit. I look at you -
           here - in my town - and I'm
           confused...

                        MEMPHIS
           A little family emergency --

                        DETECTIVE CASTLEBECK
           I hope it's not your dear sweet
           mother...

                        MEMPHIS
           No...

                        DETECTIVE CASTLEBECK
           Or your baby brother. What was his
           name?

                        MEMPHIS
           Kip.

                        DETECTIVE CASTLEBECK
           Yes, Kip. Short for Kipling.
           Named for the English writer
           of stories about India ...
           He bites into his pear ...
           Memphis says nothing, waits ...

                        DETECTIVE CASTLEBECK (cont'd)
           I got a rash of thefts.  A new crew is
           making noise. We recovered a big take -
           last week...

                        MEMPHIS
           And this has what to do with me?

                        DETECTIVE CASTLEBECK
           I don't know. But you shouldn't
           be here. Take care of your business.
           I'll give you 24 hours. And
           then I don't want to see your face.
           Ever again. Make a fool of me
           once, that's my bad. Make a fool of
           me twice. That's really my
           bad, and I'll kick your ass from
           here to India ...

Castlebeck gives him a long look... As they walk back to the car...

                        DETECTIVE CASTLEBECK
           Good. Cos you know how it plays.
           Six years ago, I let you go free. But
           the next time ... The next time sends
           you away for'a long, long while ...

                        DETECTIVE DRYCOFF
           By the time you get out, asshole, there
           won't even be cars. We'll all be cruisin'
           around in space ships ...

He laughs... And they drive off ... Memphis watching them go ...
once they're gone... He walks ...

EXT. "THE SIDE POCKET" - BACK ALLEY EXIT - NIGHT

Kip comes out of the club... Toby follows ...

                        TOBY
           You goin' home?

                        KIP
           Yeah... You want a ride...

                        TOBY
           Sure -

                        KIP
           How'd you get here? Your Moms give you
           ride -- ?

                        TOBY
           Hell, no. I boosted a 'Vette.

                        KIP
           You boosted a 'Vette? Then where is it?

                        TOBY
           I dunno. It was right here. Someone
           musta' boosted it back...

                        KIP
           Damn crooks is everywhere --

They smile...And go to Kip's TRANS AM...

                        TOBY (cont'd)
           Memphis seemed weird, huh? What's with
           them clothes? He a farmer now or
           something?

And this seems funny to Kip... He smiles..

                        KIP 
           Yeah. Except the only thing he's growing
           is old...

And they are fronted by TWO GOONS ... Who toss them up against the
wall...

                        KIP (cont'd)
           What do you want -- ?

One of the goons SOCKS Toby in the gut. Toby doubles over. Kip
strains to intervene, but his goon holds him back --

                        KIP
           Don't you do that! You leave him alone!

                        GOON
           Shaddup, Raines

                        KIP
           He's got nothing to do with this --

And the goon punches him in the face. And Kip goes down. And out.

                        GOON
           Get him in the car

EXT. WOODBURN SCRAP AND METAL - NIGHT

Kip comes to. In his car. Hot white lights blind him. The Trans
Am is in the crusher. FIGURES above him. Calitri. The goons ...

                        CALITRI
           Hello, Kip --

Kip tries to get out. The doors are pinned by the forklift.

                        KIP
           Lemme out of this --

                        CALITRI
           Were it only that easy --

                        KIP
           We can still do it --

Calitri nods ... And the crusher presses ... The roof caves a bit
... Kip is close to scrunch ...

                        CALITRI
           No you can't. Flies on sherbert is what you
           remind me of. Because just being attracted
           to something, doesn't mean you belong...

INT. CALITRI'S WOODSHOP

Atley is here, watching Calitri and Kip. one of the monitors. He's
miserable. But there is nothing he can do.

EXT. SCRAPYARD - NIGHT

Kip continues to struggle free...

                        KIP
           Listen, Calitri --

                        CALITRI
           Call me "Ray." Better yet: call me
           "asshole." Cos that's how you've
           treated me --

                        KIP
           I get out of this I'm gonna fuck
           you up --

Calitri does have to admire the stones on the kid. But. Another
nod. Another crusher-press. Another scrunch...

                        KIP (cont'd)
           Calitri -- !

Nothing. Silence. Kip peers through the slit that the
side window has become ... Only they are gone ... And there
is another awful NOISE ... Kip strains to discern its
origin ... Only he can't get the angle ...

We can. It's a huge CRANE, tipped with a GRIPPING CLAW... It is
maneuvered over the Trans Am... Grasps it. . . And LIFTS IT 
INTO THE AIR ... Kip, terrified, inside ...

And, as the crane dangles the Trans Am toward the black waters of
the harbor, we CUT TO:

INT. HELEN RAINES' HOUSE - KITCHEN

Memphis is at the kitchen table. The list of cars before him. He's
making notations. He gets to his feet ... He goes to check on his
mother ... She's asleep in her room... He closes the door ...

And goes back to the kitchen. He goes to a framed PHOTOGRAPH - of
he and Kip. Earlier times. Happier times.

When there is an enormous THUD! From outside. Memphis goes to a
window. Sees a RAMP TRUCK unloading a gnarled blob of metal.
Memphis runs outside. Just as the ramp truck drives off ...

Memphis goes to the mangled Trans Am... Leans down ... And there's
Kip ... Seriously smooshed in the flattened car.

                        MEMPHIS
           Kip -- ?

                        KIP
           Yeah ...

                        MEMPHIS
           You all right -- ?

                        KIP
           I think so. There's things I can't
           feel right now. Like my feet. But ...
           You think you can get me outta this,
           Memphis? I'd appreciate it -

                        MEMPHIS
           Just hold-on there --

Memphis goes to the garage ... Finds a crowbar, an acetylene
TORCH, tin-snips ... He goes back to the wrecked car... And sets
to work... He looks at Kip ... Shakes his head...

                        MEMPHIS (cont'd)
           So you want to run that part by me
           again about things being "all
           sweetness and light..."

                        KIP
           This has nothing to do with any
           of that --

                        MEMPHIS
           Oh. You maybe have more than one
           enemy who owns a car-crusher -- ?

                        KIP
           All my enemies own car crushers. 
           It's like a pre-requisite ... Owwww...

                        MEMPHIS
           Easy ... Take it easy ... We're almost
           there...

Indeed... Memphis has freed him ... Kip crawls from the wreckage
... His clothes in tatters... Blood seeps from a variety of
contusions ... He limps ... Memphis helps him to the guest house
...

INT. KIP'S GUEST HOUSE - LATER - NIGHT

Small, cluttered... Posters of Kurt Cobain, a skying Kobe Bryant,
Pamela Anderson, two nude girls draped over a glittering
Lamborghini Espada, etc. There's a fish tank... And a big-screen
TV, on which the Lakers are currently defending a high-speed
Boston Celtic fast-break...

Memphis sits on a ratty couch before the TV... Kip comes out of
the bedroom... He's changed clothes ... He wears clunky fur-lined
MOON BOOTS, leopard-skin Speedos and a tshirt ... He looks
slightly ridiculous...

Throughout the scene, Memphis should be studying Kip, as if he's
seeing him for the very first time ... And waiting for the
inevitable crack...

                        MEMPHIS
           You okay -- ?

                        KIP
           Totally. I'm fine. You want a beer,
           man -- ?

                        MEMPHIS
           Sure --

And Kip limps toward the refrigerator ... He comes back with two
beers ... Hands one to Memphis ... Glances at the TV --

                        KIP
           you like Kobe's game? I do. You
           think he's heir apparent to MJ? I do.
           He speaks fluent Italian, you know? So he's
           got that going for him --

And a cut on Kip's forehead starts to bleed ... Kip grabs a towel
... Presses it to his head --

                        MEMPHIS
           You sure you're okay -- ?

                        KIP
           Yeah, man. Where is your beer?

Memphis holds it up ... Kip nods ... There are a pile of IGNITIONS
on the table ... Kip picks one up, absently begins trying to strip
it...

                        KIP
           Cool. So you're living up North?

                        MEMPHIS
           Yeah -

                        KIP
           I heard you were pumping gas -

                        MEMPHIS
           Something like that -

                        KIP
           You're kind of cultivating a new look.

                        MEMPHIS
           Yeah --

Beat ... They watch the game ... Kip replaces the soaked towel
with another ...

                        MEMPHIS (cont'd)
           Maybe you need a stitch --

                        KIP
           Nah. It's a scratch.

                        MEMPHIS
           Okay --

Beat ...

                        KIP
           Hey, you want something to eat ?

                        MEMPHIS
           What do you got ... ?

And Kip hoists himself painfully to his feet ... Limps over to the
'fridge ... Memphis watches him, a slight grin at Kip's attempt at
cool ... Kip peers into the 'fridge ...

                        KIP
           Not much. I got olives. You like
           olives?
           Kalamata olives rule, I think. Ma likes
           the Calabrese. It's more mellow

And he brings over a bowl of olives.

                        MEMPHIS
           There's certainly a time and a place
           for a mellow olive -

                        KIP
           Yeah, yeah. That's what I'm thinking --

And they nibble on them. Kip bites into one ... And the juice
stings his cracked lip ... But he disguises his grimace as an
appreciative nod...

And for a moment, they nibble olives and drop pits into an
ashtray... Then:

                        MEMPHIS
           So what are you gonna do?

                        KIP
           About what?

                        MEMPHIS
           "About what?"

                        KIP
           About Calitri? No worries, man.
           I'll call him. He's a reasonable
           dude ...

                        MEMPHIS
           I can see that -

And Memphis glances out the window. To the crushed car. Kip
catches the glance, glances himself, chooses to ignore it.

                        MEMPHIS (cont'd)
           You have everything ... under
           control?

                        KIP
           Yeah. He just wants to know I'm
           still on it. He needs reassurance.
           All these big swinging dicks do.
           No worries. I won't let him get
           into our Kool-Aid...

Kip shrugs ... Picks up another olive... Remembers the pain' of
the last one... Drops it back in the bowl ... Memphis is staring
at him, disgusted... Kip feels it ...

                        KIP (cont'd)
           What -- ?

                        MEMPHIS
           What happened to you?

                        KIP
           What?

And now Memphis gets to his feet ... Paces the place...

                        MEMPHIS
           You just got crushed in a car. You're
           bleeding all over your self. And you
           sit there - eating olives and talking
           basketball, as if, at this very
           moment, people weren't plotting
           your demise ...

                        KIP
           C'mon, man... My "demise..."
                 (chuckles)
           Overreaction

                        MEMPHIS
           "Over--"  You know - I can maybe
           understand, since I been gone, you
           taking up this dumb-ass life of
           crime, and for that I can partly
           blame myself. But what is baffling
           to me, is how, since I been gone,
           you've become a complete and total
           moron--

                        KIP
           Hey, now -

                        MEMPHIS
           He's gonna kill you -- !

                        KIP
           I can handle it --

                        MEMPHIS
           You can handle it?

                        KIP
           I can handle it --

                        MEMPHIS
           You can handle it?

                        KIP
           I can handle it --

                        MEMPHIS
           You?

                        KIP
           Me.

                        MEMPHIS
           You?

                        KIP
           Me...

Beat ... Hold the look ... Kip shifts in his chair ... Even this
hurts... He tries to hide the wince ... Memphis goes to the 
window, looks out at the harbor below... Beat ... Then:

                        KIP (cont'd)
           Why? You think you can help me?

And he turns back to Kip ...

                        KIP (cont'd)
           What can you do? You haven't done
           anything in six years but pump gas 
           and go overall shopping. And 
           the cars, they've changed ...
           There's new shit. Computer chip
           keys and sophisticated alarms and
           I don't think, an old guy, could much
           bypass 'em...

                        MEMPHIS
           You don't think so, huh?

                        KIP
           Not really ... But you know... Maybe
           I'm wrong ...

And the brothers look at each other ... In the pale glow of the
TV... For a long beat ... And then we'll CUT TO:

EXT. LONG BEACH HARBOR - CANNERY / FISH AUCTION - DAY

A rack of eel and OCTOPUS hung out to dry in the salty sun ...

Memphis walks with Atley Jackson past the bustling commercial
fishing hubbub: Portuguese FISHERMEN unloading albacore and
bluefin from their ship's hold; Greek FISHERMEN emptying mackerel
and halibut from their nylon trawl nets; their WOMEN gut, clean
and fillet ...

As they walk, Atley is selecting FISH from the various MARINERS
... Who wrap it up for him... He places it in a leather satchel
... Everyone seems to know him...

                        ATLEY JACKSON
           Nicolo, how's the yellowtail today?

An old FISHERMAN, who speaks broken English, wraps up several
steaks...

                        FISHERMAN
           Very nice, Atley. Very nice ...

                        ATLEY JACKSON
           You can't get it any fresher than this,
           Memphis ... From the sea to my
           skillet ... Nothing in between...

                        MEMPHIS
           What's with the fish thing -- ?

                        ATLEY JACKSON
           We can learn something from our Asian
           friends. They smoke a thousand
           cigarettes a day; they're completely
           stressed and overworked; they drink
           like, well ...

                        MEMPHIS
           Fish.

                        ATLEY JACKSON
           And they still have the lowest rate of
           cancer of anywhere in the world. You
           know why? All they eat is seafood.

                        MEMPHIS
           Also, never underestimate the restorative
           powers of "Karaoke."

                        ATLEY JACKSON
           I do a poaching number. Six-ounce
           fillets in a saucepan of brine. In
           8 minutes, I could cater a goddamn
           wedding. Plain but flavorful. And
           it's a good way to show off my
           Hollandaise sauce ...

                        MEMPHIS
           You have a Hollandaise sauce ?

                        ATLEY JACKSON
           I do ...
                 (laughs)
           Christ, what happened to us ?

                        MEMPHIS
           Speak for yourself, boss I don't
           have a Hollandaise sauce

                        ATLEY JACKSON
           No, but you dress like an asshole ...

They walk...

                        MEMPHIS
           I think about that night a lot...

                        ATLEY JACKSON
           Me, too. Every time I walk...

                        MEMPHIS
           How they were just there ... Waiting on
           us ... The fix was definitely in ...

Nothing from Atley... They walk ... Memphis looks at him.

                        MEMPHIS (cont'd)
           Yeah, you know: I just. I just
           never really thanked-you. I meant
           to. I just want you to
           know...

Memphis nods. Atley shrugs, and selects some halibut
filets.

                        MEMPHIS (cont'd)
           Tell him it's on ...

Atley looks at him...

                        ATLEY JACKSON
           Yeah -- ?

                        MEMPHIS
           Yeah Tell him to lay off Kip and
           them Tell him it's on

Atley nods...

                        ATLEY JACKSON
           Any idea how you're gonna go at it?

Memphis looks at him... Shakes his head... FADE TO BLACK.

As a SUPER on-screen reads: PART II - BACK TO WRONG

EXT. OTTO'S AUTO - NIGHT

The hustle and bustle of a full-service auto restoration
operation ...

Dig the 157 Chevy, as an orange diamond tuck and roll with
orange fur interior is installed... Dig the 153 Corvette
as its front and rear suspension is replaced with coils
and airshocks ... Dig the 150 Merc, as its chrome is
stripped off and the old paint sandblasted and holes
brazed...

All under the watchful eye of...

OTTO HALLIWELL

Late 60s. A feisty grease-soaked curmudgeon who begs the
question: how the hell did they manage to rock together
Yoda and the ghost of Walter Huston... ?

But he remains the Zen master of cars and all that cars are, were
and can be ...

His mixed-breed MUTT - Hemi - licks his balls in one corner

Otto is currently AIRBRUSHING a candy-colored, variegated DESIGN
on the deck lid of a Camaro ... It is painstaking work ... But he
is an artist ...

His woman - JUNIE - a tall blonde, early 40s, body of a thousand
dances, wipes his brow, like a scrub nurse ...

Memphis wanders in...

Otto sees Memphis ... Drops his brush... He walks over to Memphis
... Takes him in his arms ... Hugs him close... Actually waltzes
him a few steps ...

Memphis is stunned at the transformation this place has gone
through ...

                        OTTO
           Am I dying? Are all the angels of my life
           returning to bid a final farewell?
                 (holds him at arm's length)
           And have my angels completely lost
           their fashion sense -- ?
                        
                        MEMPHIS
           Hello, Otto ...

                        OTTO
           You remember Junie?

                        MEMPHIS
           Of course. Hi, Junie --

                        JUNIE
           Hello, Memphis -

                        MEMPHIS
           What happened here -- ?

                        OTTO
           Whatever do you mean?

                        MEMPHIS
           The chop-shop... Where are the stripped
           cars?  The rolled-back odometers? The
           part bins?

                        OTTO
           What happened? Old-age happened. I tired of
           killing them. I woke up one morning and thought
           I am no longer a destroyer. I am a means of
           resurrection. Now. We restore. We revive.
           There are so few things in this life, we can
           prevent from decay. Most must die. These don't
           have to...

He calls over to the MEXICAN MAN working on the pick-up ...

                        OTTO (cont'd)
           It's 3 coats of primer, 12 coats of black
           acrylic lacquer before laying out the
           flames ... And fill the cab top with mylar
           flakes ... They'll sparkle like stars ...
                 (turns to Memphis)
           Randall, Randall, Randall ... You look
           splendid ...

                        MEMPHIS
           You, too, Otto

And Otto goes back to the Camaro ... To finish his work...

                        OTTO
           I heard rumors you were back. About
           Kip ...

                        MEMPHIS
           He's gotten involved --

Otto looks up frustrated... To Junie

                        OTTO (O.S.)
           I can't concentrate. Play something, my
           sweetness; my reason to rise ...

And Junie hits PLAY on a cassette deck ... And, instantly, ENGINE
SOUNDS rip from the shop's stereo speakers ... Otto listens, as
if it were a Mahler symphony...

                        OTTO (cont'd)
           The Ferrari 365 GTB/4 Daytona. At Le
           Mans. 1971. The quad-cam V12. Hear
           how they got the engine up?
           Hear those exhaust notes? That's a
           very wide rev range... Here, it
           peaks at 5500 RPM...

Memphis smiles ... These eccentricities are old hat...

                        OTTO (cont'd)
           Raymond Calitri. He's amplified much
           sorrow on these streets ...

                        MEMPHIS
           You think it can be done?

                        OTTO
           Are you considering a comeback tour?

                        MEMPHIS
           Tell me...

                        OTTO
           It can be done. Take two days to shop;
           one to prep. I'll offer up my bible
           for a small fee. You also have to
           hope Kip's jerk-circus didn't undo
           Castlebeck's linkage so much so
           that he's setting up surveillance
           teams on every city block. And
           then get yourself a crew...

                        MEMPHIS
           The hard part ...

                        OTTO
           "A people is a detour of nature to
           get 6 or 7 great men - Yes, and then
           to get around them..." Nietzsche said
           that.

                        MEMPHIS
           Is he still working here ?

                        OTTO
           The old crew. Go find them. I can't
           help you with that. Since I've cleaned
           up the act a bit, they no longer come
           around... A pity how legitimacy makes
           you unpopular -

                        MEMPHIS
           I Just don't know how happy they'll be
           to see me

Otto has finished the Camaro ... He looks at Memphis --

                        OTTO
           I remember I had a 1964 Buick Opal.
           worst car ever built. Value job.
           Everything broke and I-fixed it.
           A coma car - built to German specs.
           Plastic gas line. 3 speedometer head.
           On a quiet night, you could hear it
           rusting in the garage. But when that
           car was gone, I missed it. If it came
           driving back in here right now,
           there'd be tears and laughter ...

                        MEMPHIS
           And the moral of that story is -- ?

                        OTTO
           Go to them. They'll be happy to see
           you ... Ahhh...

And he closes his eyes ... To listen to the Ferrari tape ...

                        OTTO (cont'd)
           ... 8.8:1 compression...

We PRE-LAP Simon And Garfunkel's "Baby Driver" and CUT TO:

CLOSE ON: A SIGN READING: "PLEASURE CRUISE DRIVING SCHOOL"

atop a moving DODGE ARIES K. Which is nearly SIDE-SWIPED by an
oncoming PICK-UP. A MAN HOWLS IN TERROR...

INT. DODGE - MOVING - CITY STREETS - DAY

A timid CHINESE GIRL - JENNY, 23 - negotiates the vehicle at
10 & 2. Riding shotgun, her howling instructor is DONNY ASTRICKY - 41,
whom we remember from six years ago. Now he's paunchy, with Ernie
Borgnine tough-guy-warmth. At one time, he kicked out the 
jams. Now he teaches driver's ed...

                        DONNY ASTRICKY
           Pull over! Pull her the hell over!

Jenny pulls the car over in a lopsided lurch...

                        DONNY ASTRICKY (cont'd)
           Put it in PARK. Remember how
           to do that? It's the big "Pff.

She parks it. He stabs at the side-view mirror ...

                        DONNY ASTRICKY (cont'd)
           "Objects May Appear Closer
           Than They Seem." Can you say
           that for me?

                        JENNY
           I'm sorry.

                        DONNY ASTRICKY
           You ain't sorry. You're a horrible
           driver... You can't strap into
           your seat belt, without almost
           getting creamed by a bus ...

She starts to cry... Donny softens ...

                        DONNY ASTRICKY (cont'd)
           Aw, c'mon. It's no big deal.
           You can't drive. You can't.
           Time to acknowledge it and move on. I
           can't swim. I know I can't. So you
           know what I do? I stay the fuck outta
           the pool ...

EXT. PLEASURE CRUISE DRIVING SCHOOL - DAY

Memphis waits outside ... The Aries K comes crawling toward him.
Donny gets out of the car ... Sees Memphis ...

                        DONNY ASTRICKY
           Damn. Memphis Raines. Long time ...

                        MEMPHIS
           How you doing, man?

                        DONNY ASTRICKY
           All I get are the Orientals. They can
           build 'em, but they can't drive
           'em So? What are you doing here?
           What's with the outfit -- ?

                        MEMPHIS
           You know where the others are?

Donny frowns... Looks close at Memphis ... Then:

                        DONNY ASTRICKY
           Most of 'em are gone. The Dyar Boys are
           doing a nickel at Chino; Henry Santoro
           and Frankie Fish are moving
           weight in Florida; Bill Doolin was
           killed in Denver... Atley
           Jackson's on the gimp and runnin'
           errands for Calitri; The Sphinx
           is still around, I guess ... Then
           of course, there's ...

His pause is meaningful ...

                        MEMPHIS
           Forget that ...

                        DONNY ASTRICKY
           Okay. Figure it forgotten. What's this
           about anyways -- ?

INT. OTTO'S AUTO - NIGHT

In a wood-panelled back room, around a conference table: Memphis
and Donny sit... With the list before them...

                        DONNY ASTRICKY
           Most of 'em are late-model...

                        MEMPHIS
           That's right. Only 10 exotics ...

                        DONNY ASTRICKY
           We'll have to start beating the
           bushes, find out where they live...

Otto enters. Giggles...

                        OTTO
           Some crew you got ...

                        MEMPHIS
           If we put out the word. That we're
           crewing-up, for a one-time-only job...
           What do you think that'll yield?

                        DONNY ASTRICKY
           A bunch of strung-out hypes and stick-
           up men. This ain't like the old days,
           Memphis. The profession has lost its..

                        OTTO
           Dignity...

                        DONNY ASTRICKY
           Yeah...

                        MEMPHIS
           Well, the three of us don't'exactly
           inspire confidence...

Beat ... Donny examines the list ...

                        DONNY ASTRICKY
           Wow! They got Eleanor here -- ?

                        MEMPHIS
           I know. Weird, huh -- ?

The door opens ... One of Otto's WORKERS is there...

                        WORKER
           Otto, there's someone here to --

But they walk past: Kip, Tumbler, Mirror Man, Toby, Freb

                        DONNY ASTRICKY
           Lookit Kip. All grown up...

                        KIP
           Hey, Donny --

                        MEMPHIS
           What are you doing here?

                        KIP
           Otto called -

Memphis looks to Otto ... Otto shrugs ...

                        OTTO
           You need him...

                        MEMPHIS
           No we don't -

                        OTTO
           I appreciate your dilemma, Memphis.
           But how are two washed-up thieves
           and an old man supposed to boost
           50 cars in three days...

                        MEMPHIS
           His criminal career has officially come
           to a close ...

                        OTTO
           The conundrum still applies, of course. The
           purpose of the endeavor is to rescue
           baby brother from imminent
           death and/or a life of crime. However.
           This cannot be successfully
           carried out without baby brother's
           considerable resources, shabby
           though they may be.

Memphis considers ... He has little choice ...

                        MEMPHIS
           We do this. Then. You're finished.
           Then. You're clean

                        KIP
           I like how you wallop back in here -
           after four years - and can still get all
           Clifford Huxtable on my shit ...

                        MEMPHIS
           You hear me?

                        KIP
           I hear ya. Get me outta this. I'll
           move to the country. Open a fruit
           stand...

Memphis looks at him... Shakes his head...

                        DONNY ASTRICKY
           You guys have any skills at all?

                        KIP
           Hell, yeah. Mirror Man here is
           our electronics expert. He's got
           some gadgets you old farts maybe
           never -heard of; Tumbler can drive
           anything with wheels, and some
           things without; Toby's a hacker,
           can do things with a computer, that
           are pretty amazing ...

                        MEMPHIS
           How old are you now, Toby?

                        TOBY
           Sixteen. But my birthday's in seven
           months ...

Memphis shakes his head... Sighs ...

                        DONNY ASTRICKY 
                 (re: Freb)
           What about him?

                        KIP
           Freb can order pizzas like nobody's
           business

Freb starts to Protest ... Shrugs ...

                        FREB
           People gotta eat ...

Memphis looks at all of them ... Sighs...

                        MEMPHIS
           Okay, then... Otto?

                        OTTO
           In order to succeed, you're going
           to have to go old-school. one night
           boost. Put all your nuts in one basket.
           And...

                        TUMBLER
           One night? Are you nuts?

                        MEMPHIS
           You got maybe a better plan?

Tumbler looks to Kip...

                        KIP
           You spread it out ... you move around...
           So's they can't touch you... so's they
           don't know... Shadow games and shit
           ...

                        MEMPHIS
           "Shadow games?"

                        KIP
           Shadow games ...

                        MEMPHIS
           You spread it out, by the 2nd night,
           the heat are onto you. Know
           something's up. With a one-night boost,
           by the time all the cars are reported
           stolen, your ship's set sail.

Kip and the others nod... Makes sense ...

                        MEMPHIS (cont'd)
           Go on, Otto -

                        OTTO
           We're on a truncated time-table. Take a day to
           shop it; a day to prep it ... And we're still
           going to need to expand the crew...

                        DONNY ASTRICKY
           There's no one left ...

                        OTTO
           We've got several Italian cars on the list.
           Always tricky, always timeconsuming. So
           we're gonna need a specialist ...

Memphis looks at him. Because that's what he was afraid of.

                        MIRROR MAN 
                 (to Otto)
           You know of one -- ?

                        MEMPHIS
           Yeah. He's knows of one all right.

So we'll PRE-LAP The Beach Boys' "409" and CUT TO:

INT. "THE NAUTICAL MILE" SALOON - NIGHT

A SHOT GLASS, slammed down on a bar by a surly DRUNK... In a
mariner saloon. Drunken SAILORS and FISHERMAN and NAVY TYPES.
Sawdust on the floor. Broken beer mirrors. A rough joint...

                        DRUNK
           One more, girl -

The BARTENDER comes over.. . She is a dark-haired, heavily 
tattooed GIRL, 26, with the faded blue world-weariness of Roy Orbison
song... Her name is Sara Wayland... And she goes by SWAY. She
collects the Drunk's empty glass...

                        SWAY
           I think you've had enough, Billy...

                        DRUNK
           Enough? I haven't even started, girl.
           Gimme another --

                        SWAY
           If you leave now, Billy, you can get
           a head-start on waking up in a pool
           of your own vomit...

                        DRUNK
           Listen, you little cooze--

And the Drunk reaches out across the bar, to grab a bottle And
Sway grabs his hand, twists it ... The Drunk groans in agony ...
And Sway, still clutching his hand, hops over the bar ... And
drags the drunk by his twisted hand to the front ... Cries of
"Attagirl, Sway!" pepper the air ...

EXT. "THE NAUTICAL MILE" - NIGHT

Sway tosses him... The Drunk hitting the pavement ...

                        SWAY
           Come back when you've learned how to
           drink, Billy --

And she freezes ... Because standing there, is Memphis ... She
looks at him ... Shocked is a good place to start ...

                        MEMPHIS
           See you're still stealing the sailors from
           the sea --

                        SWAY
           What are you doing here?

And she heads back inside ... And he follows her...

INT. "THE NAUTICAL MILE"

They head toward the bar...

                        SWAY
                 (re: his clothes)
           What's with the look?

                        MEMPHIS
           The hip, cool, sexy thing was getting
           old...

                        SWAY
           You look like you lost your sheep ...

And she hops back behind the bar ...

                        MEMPHIS
           You still wrenching at Bacchiochi's?

                        SWAY
           Hell, yeah. I'm not getting rich in
           here ...

                        MEMPHIS
           Buy you a drink?

                        SWAY
           Nope. I got a coffee. And a
           boyfriend.

She waves to a 30-year-old CAT drinking with his buddies. He waves
back. Memphis frowns.

                        SWAY (cont'd)
           Mitch.

                        MEMPHIS
           "Mitch?"

                        SWAY
           Mitch.

                        MEMPHIS
           So I was replaced by Mitch?

                        SWAY
           No. You were replaced by Alex.
           Who was replaced by Kevin. Who
           was replaced by Vince. Who was
           replaced by Mitch...

She smiles sourly at him...

                        MEMPHIS
           Wow. And to think all I
           accomplished these past six
           years was the "LORD OF THE
           RINGS" trilogy...

She stares at him... Shakes her head... Busies herself with her
glassware ... Beat ...

                        MEMPHIS (cont'd)
           You look great --

                        SWAY
           Yeah, well, you always were a sucker
           for flawed existences ...

ANGLE - MITCH. Watching them talk ...

                        SWAY (cont'd)
           You should leave --

                        MEMPHIS
           On account of Mitch?

                        SWAY
           On account of me.

He studies her... Then:

                        MEMPHIS
           I've taken the spear for a lot of
           people, Sway. Including you. Can't
           we improvise a little here ... ?

                        SWAY
           No can do. Life goes on, pointfive ...
           You left me, remember?

                        MEMPHIS
           I left town. I didn't leave you.

                        SWAY
           A distinction worth noting ...

                        MEMPHIS
           And here I am...

                        SWAY
           Yes. But I got a feeling it's not on
           account of any longing-for-my-touch
           on your part -

                        MEMPHIS
           Kip's in trouble

And now she looks concerned

                        SWAY
           What kind of trouble -- ?

                        MEMPHIS
           Kip took a job. Fifty ladies in two weeks.
           Only the two weeks have turned into four
           days. And not a single lady has been
           snared.

                        SWAY
           And you got some Italians -- ?

                        MEMPHIS
           Six or seven...

                        SWAY
           I'm not doing it anymore. Haven't
           for a while. I've carved out something
           for myself. It's pathetic, but it's mine ...

                        MEMPHIS
           I understand -

And the cat - MITCH - comes over with two empty pitchers

                        MITCH
           Another round, Sara -

                        SWAY
           Sure, Mitch -

And she goes to the tap ... Leaving Memphis and Mitch ...

                        MITCH
           How you doing, pal?

Memphis nods ... Beat. They sit there. Regard Sway...

                        MITCH (cont'd)
           She's hot, right?

                        MEMPHIS
           I'd go so far as to say "lovely."

And Mitch leans over to him, conspiratorially ...

                        MITCH
           You should her face when she's having
           sex --

And Memphis turns to him...

                        MEMPHIS
           Really?

                        MITCH
           Really...

                        MEMPHIS
           What's it look like?

And Memphis reaches out, and GRABS Mitch's nipple, PINCHING.
Mitch's face curls ...

                        MEMPHIS (cont'd)
           Is it a squinty, grimacing, contorted
           face? Agonized and writhing and ugly?
           Oh, now I see it, yes, yes!

And Memphis releases him... And Mitch goes down hard ... And Sway
comes over ...

                        SWAY
           What the hell are you doing -- ?

                        MEMPHIS
           If you change your mind. We're at
           Otto's. It's 50 ladies in 24 hours.
           For The Carpenter. 200 K and Kip's
           life on the felt. So long now ...

And he's out of there, before Mitch's PALS can get to him.

                        MITCH
           Who was that guy, Sara?

She looks at the door ... Shrugs ...

                        SWAY
           Good question ...

INT. OTTO'S AUTO - LATER - NIGHT

Memphis, Kip, Donny, Mirror Man and Otto sit around the garage ...
Going through the list ... Tumbler calls from the next room:

                        TUMBLER
           Freb's here. Open the gate.

                        DONNY ASTRICKY
                 (to Otto)
           We sent him out on a solo boost. See
           what he could do ...

Freb pulls in an '89 Cadillac Coupe De Ville ...

                        FREB
           How do I look in this one?

                        MIRROR MAN
           Like a goofy white boy in a Cadillac.

                        DONNY ASTRICKY
           How'd it go?

                        FREB
           Keys were in it ...

                        DONNY ASTRICKY
           Well, that defies the point, don't it?

                        MIRROR MAN
           You should ask him how he got the name
           "Freb."

                        FREB
           Shaddup, man ...

                        DONNY ASTRICKY
           Get the damn thing in there and get it
           cleaned up -

Freb pulls in. Pops the trunk. The gate is closed.

                        KIP
           This is loaded with crap - get a duffel.

He pulls out a set of golf clubs ... Freb brings over a duffel ...
Mirror Man plucks something from the trunk ...

                        MIRROR MAN (cont'd)
           Holy shit ...

It's a plasticine BAG - full of a WHITE POWDER...

                        DONNY ASTRICKY
           Lemme see that -

He pierces the skin.. Tastes ...

                        DONNY ASTRICKY (cont'd)
           Heroin.

                        KIP
           No shit?

And they pull back the trunk tarp ... And there are perhaps TWO
DOZEN similar smack-filled BAGS ...

                        DONNY ASTRICKY
           There's gotta be a million bucks worth
           here -

                        TUMBLER
           We're rich. Goddamn, we're rich!

                        MEMPHIS
           Where'd you pick her up?

                        FREB
           In front of one of them poker parlors in
           Chinatown ...

                        MEMPHIS
           Well, take it back --

                        KIP
           Take it back? What do you mean take
           it back? Are you crazy, man?

                        MEMPHIS
           Take it back, Freb --

                        MIRROR MAN
           Hey, now, Memphis... C'mon, man -

Donny makes to grab the bag from Mirror Man ... But Mirror Man
holds on ... They tug back and forth ... The bag DROPS ...
Splitting on the ground, behind the car. Spilling heroin.

                        MIRROR MAN (cont'd)
           Now, see what you--

But a BANG! BANG! on the front gate, gives them all pause.

                        OTTO
           Who is it -- ?

                        DETECTIVE CASTLEBECK (O.S.)
           Castlebeck.

                        DONNY ASTRICKY
           Jesus. The whole damn thing's loaded.

                        OTTO
           one minute -- !

And the others scatter into the back office, with their tools and
devices and lists. Leaving only Memphis and Otto.

Memphis picks up the broken bag ... Sticks it in the trunk ...
Puts the golf clubs in on top of it ... Slams the trunk. Only
there's still a neat MOUNTAIN OF SMACK ON THE FLOOR by the rear of
the Caddy ... But there's no time...

For the gate is opened. Detective Castlebeck ambles in.

                        DETECTIVE CASTLEBECK
           I know you.

                        MEMPHIS
           You know my back.

                        DETECTIVE CASTLEBECK
           What are you still doing here,
           Randall?

                        MEMPHIS
           Stopped by to see Otto. Say hello.

Castlebeck looks at Otto... Otto grins... Castlebeck walks around
the garage... Taking it all in...

Castlebeck notes the Caddy ...

                        DETECTIVE CASTLEBECK
           What's this -- ?

                        OTTO
           Cadillac.

ANGLE - the mound of heroin on the floor ...

                        DETECTIVE CASTLEBECK
           What's wrong with it -- ?

                        OTTO
           Needs brightening ...

Castlebeck takes out a WALKIE ... Barks into it ...

                        DETECTIVE CASTLEBECK
           Run me down a tag - 329 HRO. Cadillac.

He clicks off ... Otto and Memphis share one ... A glance to the
smack ... Castlebeck is a mere inches from it ...

                        OTTO
           No faith in our new-found goodness,
           Detective ...?

                        DETECTIVE CASTLEBECK
           Sure. But sometimes we got to
           create some numbers. The task force
           is run by statistics, you know ...

Before they can respond, the radio crackles ...

                        RADIO (O.S.)
           329 HRO. There's no want on the license at
           this time...

Castlebeck looks disappointed... Otto grins ... Castlebeck stares
at the Caddy, still unconvinced...

                        MEMPHIS
           You're thinking: okay, there's no want ...
           But they probably stripped its guts and
           crated 'em up, right ... ?

                        DETECTIVE CASTLEBECK
           Something like that -

Memphis opens the driver's side door ... Gestures Castlebeck in
... Castlebeck gets behind the wheel ...

                        MEMPHIS
           Let her rip ...

And Castlebeck starts the car...

ANGLE - TAILPIPE ... WHOOSH! All of the heroin on the flo is blown
away by the exhaust ... Memphis winks to Otto ... Castlebeck seems
satisfied ... Gets out.

                        DETECTIVE CASTLEBECK
           Okay, then. I'll catch you later,
           Randall ...

                        OTTO
           Double-meaning intended, right?

                        DETECTIVE CASTLEBECK
           Right ...

Castlebeck stops at the gate... Turns back to them...

                        DETECTIVE CASTLEBECK
           It's funny. There's probably been
           five more cars stolen in the time
           I've been here ...

                        MEMPHIS
           I don't think so, Detective ...

And Castlebeck is gone. Memphis and Otto exhale big time.. The
others come out from the back... To find Memphis and Otto dumping
the heroin into the sink, running the tap ...

                        MEMPHIS (cont'd)
           Take her back to where you found her,
           Freb --

INT. RAINES APARTMENT - NIGHT

Kip is in front of the TV, playing a video game. Helen Raines is
at the kitchen table, going through a PHOTO ALBUM... Memphis comes
home ... Hangs up his coat ...

                        MEMPHIS
           Hey -

He kisses her head ...

                        MEMPHIS (cont'd)
           Kip -

Kip nods ... Plays on ...

                        MEMPHIS (cont'd)
           What do you got there?

                        HELEN RAINES
           The photo album. I get nostalgic around
           this time of year ...

                        MEMPHIS
           What time of year?

                        HELEN RAINES
           Tuesdays ...

He smiles ... Sits down next to her ... They go through the

PHOTOS: - childhood shots of Memphis and Kip, a younger Helen;
Memphis at 17, in his "Ike's Garage" coveralls; 14year-old
Memphis, an infant Kip, and their father (ROBERT RAINES) a MAN
with bright eyes and a quiet smile, standing before an old Cutlass
442; Robert Raines ... Outside a car dealership. We can almost
feel his strong, sure presence ...

Memphis looks at his mother ... As she looks at the picture.

                        MEMPHIS
           You ever wonder what things'd be like
           if he hadn't died?

                        HELEN RAINES
           Every day. I wonder about that every day...

                        MEMPHIS
           Kip and I'd probably be working at the
           dealership...
                 (to Kip)
           Imagine us selling cars?

Nothing from Kip ... Eyes glued to the TV... Memphis glances to
his Mother ...

                        MEMPHIS (cont'd)
           Imagine that -- ?

                        HELEN RAINES
                 (salesman voice)
           And just in case you lose your keys, good
           sir, I can toss in a complimentary slim-jim,
           free of charge ...

                        MEMPHIS
           Mother -- !

They laugh ... Look at the album ... At Robert Raines ...

                        MEMPHIS (cont'd)
           I remember, every day, he'd come home
           in a different car.
           That was the greatest thing ... And
           we'd climb all over it ... Examine
           every inch of every different
           car ...

                        HELEN RAINES
           I remember. Supper getting cold, cos you
           two are out there heads under hoods ...

                        MEMPHIS
           You remember that, Kip?

                        KIP
           I was six ...

Memphis and Helen look at him... Then:

                        MEMPHIS
           After he died ... I think that's
           what I missed most of all ... That
           there was no different cars every night ...
           When I started hanging around Otto's ...
           And he started showing me the things ...
           It was a way to kill two birds ...
           Put food on the table for you and Kip ...
           And ... Ride in different cars every
           night ... Just like when Dad was here.

Tears stand in Helen's eyes ... Kip gets to his feet ...

                        KIP
           Ancient history's two things.
           "Ancient." And "history!"

And he walks out of the house, door slamming behind him. Memphis
turns to his mother ...

                        MEMPHIS (cont'd)
           We're gonna have to do this thing, Ma.

                        HELEN RAINES 
           I know...

                        MEMPHIS
           We do it. He'll get clear Once and
           for all 

And she nods ...

ANGLE - A PHOTO. Robert Raines. Smiling beside an Olds 98.

EXT. INTERNATIONAL TOWERS HIGH RISE CONDOS - DAY

The garage door opens as a resident drives out ... And Memphis and
Donny and Kip and Toby enter the garage ... They walk along the 
rows of parked cars ... Searching ...

                        DONNY ASTRICKY
           Car-jacking is the lazy man's boost.
           No skill. No finesse. Can only take
           the car if the key is in it. That's
           not thieving. That's parking ...
           Thugs ... With the decency of dirt ...

                        TOBY
           They're just cars, man ...

To prevent Donny from biting the kid's head off, Memphis chimes in
with:

                        MEMPHIS
           This Eleanor's been living at the
           International Towers for 3 years now.

                        TOBY
           Who's "Eleanor?"

                        MEMPHIS
           The 167 Mustang Shelby Mustang GT-500.

                        TOBY
           Why do you call it "Eleanor?"

                        MEMPHIS
           All the vehicles get code names.
           Female names. You say "Eleanor lives
           at such and such... " and no one
           listening on the waves is the wiser ...

                        DONNY ASTRICKY
           Eleanor is Memphis' "unicorn."

                        MEMPHIS
           And there she is --

Indeed, slotted nearby is a '67 SHELBY MUSTANG GT-500 Silver with
black top ...

                        MEMPHIS (cont'd)
           Hello, Eleanor --

And he looks at her. An old friend he hasn't seen in years.

                        TOBY
           It looks just like a regular Mustang --

                        KIP
           Don't go there, Toby --

                        MEMPHIS
           She's not. Carroll Shelby tweaked the
           Mustang's High-Performance 289 engine
           and got it legally rated for the street
           at 450 horsepower ... But its actual
           output is closer to 600 ...

                        TOBY
           So she flies -

                        MEMPHIS
           She soars -

                        DONNY ASTRICKY
           Grade-A unicorn ...

                        TOBY
           What's a "unicorn?"

                        DONNY ASTRICKY
           Fabled creature. You know - the horse
           with the horn? Impossible to capture?

Toby looks blank ...

                        DONNY ASTRICKY (cont'd)
           We all got one. The single car
           that, no matter how many times
           you try to boost, something happens...
           Cops show up, car doesn't start, owner
           comes back. It's voodoo...

                        TOBY
           You guys and the car thing, man --

They head off ... Memphis turns back to the Shelby

                        MEMPHIS
           See you in a few days, Eleanor --

INT. OTTO'S AUTO - BACK ROOM - DAY

To Queen's "I'm In Love With My Car." The crew is at work, a MAZDA
and a CADDY are parked here for practice: Tumbler is modifying a
series of slim jims, based on the type of cars they'll be after

Donny and Freb are in the Caddy, Freb behind the wheel Tumbler
puts together BRIEFCASES, containing the requisite TOOLS: slim-
jim, gizmo, screwdriver, ratchet, dent-puller, a mini-battery with
pointy leads ...

- Mirror Man is showing off one of his GADGETS - beepersized
DEVICE - to Otto... They stand before a locked MAZDA.

                        MIRROR MAN
           And you just stick it in the lock.
           Hit this little button ... And ...

He does ... The door UNLOCKS ... The car's ALARM gives a weak
chirp and dies... Otto looks at Donny ...

                        OTTO
           We're dinosaurs, Donny. Pull-up a tar pit ...
                 (to Mirror Man)
           Can I try -- ?

                        MIRROR MAN
           Knock yourself out --

Kip and Memphis are with Toby, who has his laptop out ...

                        TOBY
           I logged outside the G.R.A.B. site,
           right? Then I monitored their
           incoming outside data requests,
           right? Then I got these ISDN numbers,
           right? Then I tracked them back,
           right? Then I took the one I could
           jack-up the easiest, right? Then I
           called back see, they think I'm an
           insurance company - that's where it
           looks like I'm coming from -- and
           they're sharing stats with this
           insurance company, right? So now
           they're sharing it with me, right?
           They think I'm looking for stats for
           an actuarial conference on auto-theft.
           So they let me in, right? Give me all
           these numbers. But then I don't leave,
           right? I'm in. I've got the key. Now I
           just go anywhere I want.

                        MEMPHIS
           So what's in there -- ?

                        TOBY
           I can tell you who's gonna be on duty
           tonight. I can tell you how much gas
           they're using monthly. I can tell you
           how they used to spend that annoying
           half-hour between "FRIENDS" and "SEINFELD"...

Memphis nods ... Fairly impressed...

                        KIP
           Good work, Toby --

Donny and Freb are inside the Caddy ... Freb's attempts to start
it fail...

                        FREB
           It just ain't happening --

                        DONNY ASTRICKY
           You'll get the hang of it, kid. You
           just need to remember one thing -

                        FREB
           What's that?

Donny smiles ...

                        DONNY ASTRICKY
           On boost night? Always take along a
           good mix tape ...

Donny smiles ... Freb frowns ...

                        DONNY ASTRICKY (cont'd)
           You bring a woman back to your
           crib for some lovemaking, the
           song you put on, depends on the
           woman, the type of lovemaking you
           intend to do, right?

                        FREB
           I guess ...

                        DONNY ASTRICKY
           You got a school teacher or Nancy from
           accounting, you don't put on Sly Stone
           or James Brown. You put on
           Ravel. Rachmaninoff. But if you got
           some wild one you just picked
           up at the track, you wouldn't put on
           Cat Stevens or James Taylor.
           You'd put on Prince. Or Isaac Hayes.
           Or, if you really wanted to
           get after it: Miles.

                        FREB
           okay ...

                        DONNY ASTRICKY
           It's the same way with cars. Different
           cars. Different tunes. You can't steal
           a Maserati listening to Sinatra. You
           gotta get urgent. You gotta get Sonny
           Rollins or Led Zeppelin IV, on that
           shit. But never, never-ever take no Allman
           Brothers into a Lincoln Town Car. Could
           lead to disaster. Got it... ?

                        FREB
                 (absolutely hasn't got it)
           Got it ...

                        DONNY ASTRICKY
           Good.

And then Sway enters ... Donny gets out of the Caddy ...

                        DONNY ASTRICKY (cont'd)
           Whoa, whoa, whoa. Memphis went out
           and got some big game ... Hello, Sway.
           I was just telling the lads about mix
           tapes --

                        SWAY
                 (to Freb)
           Janis Joplin. Billie Holliday. Ella
           Fitzgerald...

                        DONNY ASTRICKY
           Gender bias ...

Otto is before her ... Bowing from the waist ...

                        OTTO
           I've missed you, Sara Wayland --

                        SWAY
           Good to see ya, Otto --

They embrace. Memphis and Kip enter from the other room...

                        KIP
           How ya doing, Sway -- ?

                        SWAY
           Kip...

She looks at Memphis ... Small nod... Small smile ...

                        DONNY ASTRICKY
           What do you think about all this?

                        SWAY
           Stick it in the drawer marked "Fool's
           Errand", right -- ?

                        DONNY ASTRICKY
           That's my girl --

                        MEMPHIS
           That's Mirror Man ... And that's
           Freb ... And Tumbler ... And Toby ...
           Fellas, this is Sara Wayland... They
           call her "Sway."

                        SWAY
           Hey -

But the kids look high near thunderstruck ... The others laugh ...
Go back to their work ... Memphis and Sway

                        SWAY (cont'd)
           No questions. I'm here. I need the
           dough.

                        MEMPHIS
           Of course ...

She studies him... Nods ...

                        SWAY
           Good. Just so we understand...

And then she sees something at the entrance ...

                        SWAY (cont'd)
           Oh, shit. You didn't --

He follows her gaze ... To where -- A MAN, early 40s, has walked
in. Tall, gaunt, ice-eyed. This man never speaks. And his nose is
a gnarled blob of scar tissue ... Which is why they call him

THE SPHINX

And the others really don't dig his scene ...

                        DONNY ASTRICKY
           Well, well, well. The original crash
           test dummy...

The Sphinx nods to all. Smiles warmly, but it comes out creepy.
Freb whispers to Otto ...

                        FREB
           Who's that -- ?

                        OTTO
           That's The Sphinx.

                        FREB 
           The Sphinx?

                        OTTO
           He never says a word. And he's got
           a messed-up nose. Hence. The Sphinx.
           He's boo-koo koo-koo. But he steals like
           time ...
                 (to The Sphinx)
           Hello, Sphinxy, old rum -- !

And Otto embraces the taller man ... And the others stand
around, offering uneasy glances to The Sphinx ...

                        MEMPHIS
           Okay. We're all here. Today's Wednesday.
           D-Day is Friday night ... That gives us
           two days to prep ... We're going to find
           the ladies on our list, find out where
           they live, when they're home; that
           they're properly insured ... Let's get
           into the vans --

                        MIRROR MAN
           Where we going -- ?

                        MEMPHIS
           We're going shopping -- !

We PRE-LAP Gary Numan's new-wave rave classic "Cars".

EXT. LONG BEACH STREETS - DAY

A MONTAGE of the hard-core old-school preparations...

THREE MINI-VANS drive off from Otto's Auto - Mirror Man at the
wheel of one of them - The Sphinx and Donny with him... - Freb
drives the 2nd van: Memphis, Sway, and Kip with him... Tumbler
drives the 3rd van: Otto and Toby with him.

They carry pens and NOTEBOOKS ... And, as they drive around,
they're searching out cars ... When they see an auto that
corresponds to the list, they take down its license plate.

Memphis dials the cell ... Mirror Man answers on the speaker in
his van ... Tumbler in his ... We'll CROSS-CUT the scene as
necessary from van to van ...

                        MEMPHIS
           How's it going -- ?

                        DONNY ASTRICKY
           It's arright ...

They drive on ... Till --

                        DONNY ASTRICKY (cont'd)
           Check it out: 173 Firebird. Know
           who drove one of those ... ?

                        OTTO
           Yes, I do, in fact. John Wayne in
           McO...

                        DONNY ASTRICKY
           That's being obscurest ... Who else?
           Better known. Memphis?

                        MEMPHIS
           Jim Rockford. ROCKFORD FILES.

                        MIRROR MAN
           For real?

As the scenes in the vans play out - we should be INTERCUTTING
with SHOTS of CARS ON THE STREET. LICENSE PLATES. Their NOTEBOOKS.
As license #s are written down.

                        DONNY ASTRICKY
           For real. Okay. Gimme COLUMBO...

                        KIP
           Peugot convertible ...

                        DONNY ASTRICKY
           What color?

                        KIP
           Gray.

                        FREB
           How you know that?

                        KIP
           Remember who my brother is?

INT. OTTO'S AUTO - BACK ROOM

Sway has drawn an intricate CHART on a vinyl DRAWING BOARD: 1-50,
each car is annotated, ie: 1) '56 Ford T-Bird; 2) 188 Lamborghini
Countach, etc. She begins ascribing names to them, Female names.
With Magic Marker. Easy to erase.

INT. REGISTRY OF MOTOR VEHICLES - DAY

Donny enters with a sheaf of PAPERS ... He waits in line ...

EXT. JIMMY'S HARBORSIDE RESTAURANT - NIGHT

Mirror Man has hired on as a VALET ... DINERS pull up in their
cars ... Mirror Man offers the DRIVER of a Porsche Boxster a
ticket ... And climbs in, to park the car ...

INT. OTTO'S BACK ROOM

Sway writes #2-4) Porsche Boxster and next to it PATRICIA 1

INT. THE VANS

As they drive around... Still searching and quizzing...

                        OTTO
           DUKES OF HAZARD?

                        MIRROR MAN
           Fuck that cracker shit --

                        TUMBLER
           I know that one. General Lee, I
           believe, was a ... Dodge Charger ...

                        DONNY ASTRICKY
           You ever notice how it had a different
           interior every week? That bugged me.

                        MIRROR MAN
           Three words: Get A Life.

INT. OTTO'S BACK ROOM - DAY

Memphis and Otto go through Otto's BIBLE - an overstuffed LEDGER
with the addresses Otto has collected, over the years, of some
2000 cars. They look for any that correspond to Calitri's 50 ...

INT. REGISTRY - DAY

Donny offers the REGISTRY WOMAN a LIST of several cars from the
shopping spree ...

                        DONNY ASTRICKY
           I'd like the names and addresses of
           the owners of these 20 cars please...

                        WOMAN
           It'll take me about 15 minutes.

                        DONNY ASTRICKY
           I can wait.

He smiles kindly at her. And takes a seat. It's that easy.

INT. OTTO'S BACK ROOM - DAY

Sway at the board... A grouping of three Mercedes Benz S320 are
designated as JENNIFER 1, JENNIFER 2, JENNIFER 3...

INT. OTTO'S GARAGE - DAY

Otto shows Freb how to disarm an alarm system by groundingout a
tail-light with a wire to a mini-battery...

This dead-shorts the lights, shorts-out the alarm system, which
chirps for a sustained second and then kills itself. The door
locks pop open ... Otto grins...

EXT. JIMMY'S HARBORSIDE - NIGHT

Mirror Man in the Boxster... Parked, . He takes the KEY from
the ignition ... And then takes, from under his jacket - a KEY
CUTTER... And he sets to cutting a COPY of the key.

INT. THE VANS - MOVING

Shop and talk, part III ...

                        FREB
           Okay, okay. What about MAGNUM P.I.?

                        KIP
           Thanks for playing, Freb. That's a
           gimme ...

                        OTTO
           Yes, but what was on the license
           plate?

                        MIRROR MAN
           The license plate?

                        TUMBLER
           I know. "ROBIN 1."

                        OTTO
           Very good. But what was the
           significance of "ROBIN 1"?

                        FREB
           Was that his first name?

                        OTTO
           His first name was Thomas. Thomas
           Magnum...

                        DONNY ASTRICKY
           Thomas Sullivan Magnum, to be exact.

They look at Donny, impressed...

                        TUMBLER
           Robin 1 ...

                        MIRROR MAN
           I know! Robin was the name of that
           faggy guy who hung with him...

                        KIP
           No. That was Higgins ....

                        DONNY ASTRICKY
           Jonathan Quayle Higgins ...

                        MIRROR MAN
                 (to Donny)
           You're like a serial killer, ainchoo?

INT. OTTO'S_-AUT0 - DAY

Sway calls #29 - A '98 Corvette - CAROL...

INT. MIDNIGHT AUTO - NIGHT

A random chop-shop. The Sphinx is buying chopped
IGNITIONS, that go with the cars on the list ...

EXT. JIMMY'S HARBORSIDE - MIRROR MAN

has cut a key, jocks the cutter, and, before he gets out
of the Boxster, opens the glove box and grabs the
registration.

He takes a mini-tape-recorder from his pocket ... Reads
the owner address into the dock... Returns the
registration" to the glove box... Leaves the car ... For
today.

EXT. OTTO'S SALVAGE - NIGHT

Tumbler and Kip park the car carrier behind a Matterhorn
of decimated automobiles ... Out of view...

INT. MIDNIGHT LOCKSMITH - NIGHT

The Sphinx brings the ignitions to the locksmith ... Who
makes keys for them...

EXT. JIMMY'S HARBORSIDE - NIGHT

Mirror Man taking names and kicking ass. A BMW M ROADSTER.

INT. OTTO'S

Sway writes NANCY 1 next to #27) BMW M ROADSTER...

INT. REGISTRY OF MOTOR VEHICLES - DAY

The Registry Woman gives Donny the list he needed...

                        WOMAN
           It's two dollars per car. That'll be
           40 dollars please...

He pays her ... Big smile ...

INT. THE VANS - MOVING

One more time ...

                        OTTO
           Anyone? The significance of "Robin 1" on
           Magnum's license plate? Memphis?

                        MEMPHIS
           Robin was Robin Masters. He owned the
           estate they lived on ...

                        OTTO
           Ten points for our fearless leader ...
           Sway, how 'bout giving us the honor of
           the Bill Bixby trifecta -- ?

                        SWAY
           I don't know that

                        KIP
           Stumped -- !

                        FREB
           Thank-God, Sway, you ain't all freaky-
           deaky, too

But Sway grins

                        SWAY
           How about: a Corvette in
           MAGICIAN; a Ford pick-up truck in
           INCREDIZLE HULK, and...

                        OTTO
           Here's where it gets tricky ...

                        SWAY
           ... he walked in THE COURTSHIP OF
           EDDIE'S FATHER.

Kip high-fives her... Freb looks disappointed...

                        DONNY ASTRICKY
           Walked like a bastard... Skippin'
           stones and shit..

                        OTTO
           That's a good one, Donny...

                        DONNY ASTRICKY
           I think so too --

And they drive... All smiles ... All pleased with
themselves ... And, after a beat ...

                        MIRROR MAN
           Ya'll really need to get the fuck out
           of the house more...

INT. OTTO'S AUTO - BACK ROOM

Sway has finished the chart ... 50 cars ... Their
corresponding distaff names...

INT. FREB'S HOUSE - NIGHT

Freb is at his stereo. CDs scattered around him. Tupac.
Biggy. Puff Daddy ... Making a mix tape... END MONTAGE.

INT. BACCHIOCHI'S FOREIGN MOTORS - DAY

A garage dealing exclusively in imports. Memphis enters...

                        MEMPHIS
           Hello -- ?

Sway slides out from beneath a Testarosa ... In her greasy
coveralls, hair tied back, a motorhead's dream girl ...

                        SWAY
           Hey.

                        MEMPHIS
           What's wrong with her -- ?

                        SWAY
           The right side of the engine is
           running richer than the left. And the
           scope isn't showing shit... I dunno... 

And she goes to the sink...

                        SWAY (cont'd)
           You know Annie's trouble

                        MEMPHIS
           Annie -- ?



                        SWAY
           You haven't been studying --

She gestures to where the LIST of 50 is on the counter.

                        SWAY (cont'd)
           137 Roadster. Custom. Lives at 1443
           Locklin in Rancho Palos Verdes ...

                        MEMPHIS
           Right. Great car. One of a kind. I
           was looking forward to that boost
           myself 

                        SWAY
           She was the only "Annie" you could find?

                        MEMPHIS
           They only made a handful. We're lucky
           there's even one living in the area...

                        SWAY
           Yeah, well ... She lives with District
           Court Judge Seymour Croft ...

As she speaks we CUT TO:

EXT. 1443 LOCKLIN - RANCHO PALOS VERDES - DAY

A massive house of glass and steel in a fancy
neighborhood. We MOVE FOR THE HOUSE. Over the fine-trimmed
lawn.

                        SWAY (O.S.)
           ... and he keeps "Annie' in his
           living room... Like a work of art ...

INTO THE SPARTAN LIVING ROOM...

Massive framed Lichtenstein and Haring pieces on the wall
... Surround the yellow ROADSTER, which sits up on a
platform ... Check out JUDGE CROFT, a nasty fat man in his
late 50s ... He sits in the nearly empty room... A complex
system of directional lighting illuminates the Roadster
...

                        SWAY (O.S.)
           She's got 27 miles on her o-dom.
           Which is exactly how far away the
           custom shop was in 1979 when he
           bought her... He drove her home,
           never drove her again ...

The judge gazes at the car, admiring its jet-pod
taillamps... A MAID comes in with a tray of tea service
... The maid crosses the Judge's line of sight... Watch
as he curses her out, his face going beet red with fury...

                        SWAY (O.S.)
           The man's a freak...

INT. BACCHIOCHI'S FOREIGN MOTORS

Sway looks at Memphis ...

                        SWAY
           She's trouble --

                        MEMPHIS
           I put the boys on it. They're clever
           that way...

She nods ... Long look ...

                        SWAY
           I go with you --

                        MEMPHIS
           That what you want?

                        SWAY
           That's what I want ...

                        MEMPHIS
           Okay.

She hits the Lava soap and starts washing the grease from her
hands ...

                        MEMPHIS (cont'd)
           I missed you, you know -

                        SWAY
           You mentioned that in your letters 

                        MEMPHIS
           I always thought you'd follow me up.

She shuts off the taps ... Towels her hands...

                        SWAY
           We were good when you bailed, weren't we?

                        MEMPHIS
           Very good...

                        SWAY
           Cos there were those dark days, when
           I figured - my God, how easy it was
           for him to just give it up; to make the
           deal; take the rot for the whole crew ...
           And give me up in the process.

                        MEMPHIS
           No way ...

                        SWAY
           No ... ?

                        MEMPHIS
           No ...

And he holds out a hand to her ... And she puts her greasesmeared
towel into it ...

                        SWAY
           Don't go getting all warm and fuzzy on me,
           Randall. I'm the jane that was left, and
           you're the jim that did the leaving. So
           save the sanctimonious shit for someone
           who believes. The only reason I ride with
           you, is cause I don't want to spend the
           whole night with any of them other creeps!

                        MEMPHIS
           Oh. Okay. Right.

EXT. BACCHIOCHI'S FOREIGN MOTORS - DAY

Memphis walks out... Going over to the PARKED CAR across the
street ... Castlebeck...

                        MEMPHIS
           I'm on the move -

                        DETECTIVE CASTLEBECK
           Your girl works in there ...

                        MEMPHIS 
           Not my girl anymore

                        DETECTIVE CASTLEBECK
           Yet your still here ... I gave
           you 24 hours, 24 hours ago ...

                        MEMPHIS
           What do you want from me?

                        DETECTIVE CASTLEBECK
           Honestly? I want to - once every
           few months - get into my car. Pack
           a lunch. And drive on up to Chino.
           On visiting day. Bring you some
           magazines. Maybe some almond clusters.
           And see you all bright and shiny in
           your orange jumpsuit. That's what I want ...

And with that, he starts his car ... Drives off... Memphis gazing
after him...

INT. VAN - MOVING - NIGHT

Memphis drives. Kip beside him. They drive in silence. At last
coming to:

EXT. TEN-TON TRANSFER COMPANY - FRONT GATES

A huge trucking company warehouse. Kip gets out. Bolt-cuts the
chain-fence out front.

And Memphis drives on in, passing the long rows of gargantuan
CAR CARRIERS here. He picks one ...

                        MEMPHIS
           This one ...

He slim-jims the door ... But the ALARM goes off ... A wild
whooping alarm ... Deafening... Try as he might, he can't get it
off. He pops the trunk. Looks for wires ... Nothing.

Then, at once, it goes off. Memphis turns. Kip is there. He holds
a little DEVICE.

                        MEMPHIS (cont'd)
           What's that thing -- ?

                        KIP
           Reads the infrared. Then kills it. Little
           something the R & D department came up with ...

                        MEMPHIS
           How long were you gonna let me try and
           stop it...?

                        KIP
           After a while, it became a little pathetic ...
           Figured I'd put you out of your misery ...

                        MEMPHIS
           Thank-you ...

                        KIP
           De nada ...

He gets behind the wheel. Pops the ignition. The truck's flipping
stack belches. Memphis climbs in next to him.

                        MEMPHIS
           Ain't we good-timing here ... ?

                        KIP
           The family that steals together, deals
           together...

                        MEMPHIS
           Dad'd be proud --

                        KIP
           Maybe not. But Dad was from another era...

                        MEMPHIS
           What era was that -- ?

                        KIP
           The era when crime didn't pay --

                        MEMPHIS
           As opposed to now, Kid Car Crusher?

                        KIP
           Price of doing business...

                        MEMPHIS
           What about just getting a job, 9 to 5,
           five days a week, that whole mystery
           achievement -- ?

                        KIP
           It's for assholes. The Legal Buck blows,
           Memphis.  You know that. Doing this, we
           make mad bank, my boys are down, the
           girlies come around and the boosts are
           a breeze. Yeah, sure, you're gonna get
           jacked-up every now and then - but ain't
           that a small price to pay for never,
           never-ever, having to say "paper or
           plastic?"

And he grins and puts the truck into gear. And off they go

INT. OTTO'S AUTO - GARAGE - NIGHT

The Replacements chime in with "Someone Take The Wheel." Memphis
and the crew ... All but Sway are present.

Tumbler and Mirror Man follow Memphis to one side of the shop ...
To a window ... He gestures outside to where we see and UNMARKED
CAR and the orange glow of two cigarettes ... Staking them out ...

                        MEMPHIS
           We've got to shake them tomorrow
           night. I'm making that your problem.
           That's called delegation of duties.
           You like it -- ?

Mirror Man and Tumbler regard the cops ...

                        MIRROR MAN
           Sure, man --

And they follow him back into the garage ...

                        MEMPHIS
           Okay. Tomorrow night it's on. Each
           team has been assigned their ladies.
           The teams are: me and Sway. Donny
           and Freb. Kip and Tumbler. Mirror
           Man, you and The Sphinx ... 

Mirror Man looks horrified ...

                        MIRROR MAN
           Aw, c'mon, man ...

The Sphinx grins at him...

                        TOBY
           What about me?

                        MEMPHIS
           You'll be at the docks ... Keeping Otto
           abreast of our progress ...

                        TOBY 
           How come ... ?

                        MEMPHIS
           Because you should be home with
           Nintendo, listening to The Spice
           Girls, little man ...

                        TOBY
           Come on. Kip, talk to the guy

                        KIP
           There's no talkin' to him --

And Otto and Junie come out with two bottles of champagne and some
paper cups ...

                        OTTO
                 (cup raised)
           To a safe and successful session of bumping
           fenders and trading paint.

Everyone toasts ... Drinks ... Donny goes to the tape deck... Hits
PLAY ... And "Little Deuce Coupe" by The Beach Boys BLASTS.
("Little Deuce Coupe/You don't know what I got...")

And all of our guys dance to it ... Singing along ... Otto dances 
with Junie; Tumbler with Toby; even The Sphinx lipsyncs the falsetto
parts ...

                        BEACH BOYS 
           "Well, I'm not braggin,' babe So don't put
           me down But I got the fastest set of wheels
           in town, etc."

Yes, it's the requisite rock-to-an-oldie bit ... But God, it's
fun. As they exorcise some pre-boost jitters.  Only Kip stands
aside from the frolic ... We watch them dance and laugh and sing
for a bit ...

And then Atley Jackson is there. And behind him, another Calitri
GOON... And, finally, Calitri himself stands there.
Someone kills the music. They all look at him... Donny and The
Sphinx nod to Atley ...

                        CALITRI
           This is how you're spending my time?
           Having a sock hop?

                        MEMPHIS
           Everyone know Ray Calitri? Pillar of the
           community ...

                        CALITRI
           Look at this. A multi-generational gathering
           of scumbags ...

                        OTTO
           So saith the God of Scumbags --

                        CALITRI
           Hello, Otto. My boys at the dock report no
           cars have yet to be delivered. And there's
           only one more night ...

                        OTTO
           Getting nervous, Ray? What happens to you, I
           wonder, if delivery isn't made?

Calitri ignores him... Looks at Kip ...

                        CALITRI
           With all the free time I've had not
           counting cars as they're loaded onto
           my ship, I've managed to sand the
           cedar inside your box, Kip. This 
           will protect you from the anaerobic
           bacteria, that normally thrives in
           an airless; environment. Thus
           prolonging decay ...

He smiles ... And Kip actually makes a run for him... Only to be
held back by Tumbler and Donny ...

                        MEMPHIS
           Get out of here, Ray --

                        CALITRI
           One more night --

                        MEMPHIS
           Get out --

                        CALITRI
           I hope you know what you're doing. God help
           you if you don't ...

And with that, he leaves, his goons following. Leaving our
crew to stare after him ... And then we FADE TO BLACK...

As a SUPER on-screen reads PART III: SWITCHIN'-TO-GLIDE

INT. HELEN RAINES' HOUSE - GARAGE - DAY

As Memphis goes through some old boxes. At last, he finds what
he's looking for ... Opens it ... He takes out its contents ...
His tools, which we remember from the opening ... And then...
CLOTHING ...

EXT. OTTO'S - DAY

Drycoff and Hawkings wait in their unmarked ...

                        DRYCOFF
           Oh, this is a good time --

He lights another cigarette ... The ashtray is overflowing.

                        HAWKINGS
           How much can one man smoke?

                        DRYCOFF
           It's a crime, ain't it? Cos
           Castlebeck's got a bug up his ass over
           this guy, I gotta get lung cancer ...

INT. OTTO'S

Mirror Man and Tumbler are at the window Memphis brought them to
last night ... Mirror Man has a RADIO TRANSMITTER in his hand...
Donny comes by ...

                        DONNY
           What are you doing?

                        TUMBLER
           Watch and learn, old-timer --

As Mirror Man points the antennae out the window ... A TOY CAR - a
1970 HEMI 'CUDA replica ... Radio-operated, the car speeds along
the curb outside, using parked cars as cover... She really cooks...

                        DONNY
           The hell are you doing?

                        MIRROR MAN
           Delivering ordnance. Y2K-style.

ANGLE - THE 'CUDA. As it cruises along. Is stopped by a discarded
40 oz. empty... But Mirror Man maneuvers and its back on track ...
At last, parking jammed up to the front, right tire of DRYCOFF AND
HAWKINGS' UNMARKED.

                        TUMBLER
           The Hemi Has Landed --

                        DONNY
           Big deal. Now what?

                        MIRROR MAN
           What we call: fun and shit.

And he hits a button on his radio control ... ANGLE - the model
'Cuda. Wedged in front of the tire. As a quartet of thin steel,
razor-tipped SPIKES thrust out from the Shaker hood ... A fraction
away from the tire's skin ... Mirror Man and Tumbler appear
satisfied ...

                        TUMBLER
           We can go now --

INT. JUDGE CROFT'S GLASS HOUSE - DAY

The one with the Roadster in the living room... The phone RINGS. 
The answering machine picks up ... Beeep!

                        VOICE (O.S.)
           Yes, this is a message for Mr. Seymour
           Croft, of 1443 Locklin ... This is the
           Department of Water and Power and we're
           going to be doing some work in your
           area tonight ... If you'd please call
           us at 555-1877, so we could discuss
           the...

INT. OTTO'S - DAY

Freb on this end... He hangs up ...

INT. DISTRICT COURT - DAY

Judge Croft picking up his messages ... Writes down the number ...
Dials ...

INT. CROFT GLASS HOUSE - DAY

In the van. Kip and Toby... Toby's got his lap-top out ... And
they've re-routed the lines into it ... The phone rings ... Kip
answers ...

                        TOBY
           Department of Water and Power. Could you hold
           please ...

And before the Judge can respond, they've clicked him on hold...
And they make him wait ... And wait ... Just like the real D.W.P.
does ... They high-five...

                        TOBY (cont'd)
           Where should we put him?

                        KIP
           He's a Judge. He'll only bite for
           something pimpy -

At last, Toby answers ...

                        TOBY
           D.W.P. Thanks for holding. How can I
           help you?

                        JUDGE CROFT
           I got a message. I live at 1443
           Locklin.

                        TOBY
           Yes. can you hold, sir -- ?

                        JUDGE CROFT
           NO! No, I can't! I'm a busy man.

Kip can hear his anger ... Whispers:

                        KIP
           Oooh, she's chafed --

                        TOBY
           okay, sir. Let me just get the-order.
           Yes. We'll be doing some work out your
           way. We've got a power leak. And it's
           unsafe. We're moving residences to
           the... Marriott Long Beach ...
           Just for the night ...

                        JUDGE CROFT
           Oh, for God's sake

                        TOBY 
           I know, sir ...

And Kip pantomimes eating. Toby, at first puzzled, gets it.

                        TOBY (cont'd)
           For the inconvenience we're also
           offering a free breakfast brunch -- 

                        JUDGE CROFT
           Breakfast brunch -- ?

                        TOBY
           Yes, sir -

Pause ... They've got him... Thumbs-up ...

                        JUDGE CROFT
           Okay, then ... I just go to the
           Marriott and I'm set ...

                        TOBY
           You've been pre-booked...

And the Judge hangs up ...

                        TOBY (cont'd)
           Goodbye to you, too, assface ...

EXT. OTTO'S - LATER - DAY

They all wait, anxious ... Dressed for their night ... And then
Memphis enters ... Hoots and hollers ...

He's dressed in the old duds. Black turtleneck. Black boots. Black
pants. Long, black, leather duster. Way too cool for school.
Memphis Raines returns...

                        DONNY ASTRICKY
           I miss Orville Redenbacher already --

                        MEMPHIS
           Okay, okay. The important thing to
           remember, is to Think Slow. Take
           your time. It may not seem like it,
           but the night is long. Long enough.
           Just think slow and think smart...

EXT. OTTO'S - DUSK

As the crew get into the van... And drive-off ...

INT. DRYCOFF'S UNMARKED

Drycoff starts her up...

                        DRYCOFF
           Let's see what these bastards are up to --

And' he puts her in gear ... And KA-POW! The front tire EXPLODES
... Shredded to rim...

                        DRYCOFF (cont'd)
           What the fu--

He gets out of the car, goes to the front ... In time to see the
little 'Cuda race off down the street after the crew...

                        DRYCOFF (cont'd)
           Those little pricks -- !

ANGLE -- MIRROR MAN. In the back of the van, With his transmitter.
Giggling wildly as the 'Cuda zooms after him.

EXT. LONG BEACH HARBOR - NIGHT

The massive seaport, a series of wharves. Commercial SCOWS and
TUGS beast the black water. We should note the enormous 23,000-
ton, 627-foot CONTAINER SHIP, swaying in the harbor. And the giant
shoreside GANTRY CRANE alongside it ...

INT. WAREHOUSE

An expansive warehouse surrounded by chain-link fence ... Enormous
SHIPPING CONTAINERS are here, in which the stolen cars will be
stored. And cartons and cartons of motor oil.

A massive FRONT-END-LOADER will transport each container to the
gantry crane, which will lower it onto the cells in the container
ships' hold...

Each team is ready ... Each has a briefcase containing the tools 
of the trade ... Memphis talks into a two-way RADIO ...

                        MEMPHIS
           How we doing, O -- ?

INT. OTTO'S

Otto stands before The Big Board - with all the ladies' names on
it ... On the two-way ...

                        OTTO
           Ready to start erasing. Good luck,
           kiddies --

INT. WAREHOUSE

Memphis clicks off ... They climb into 4 Ford Escorts ...

                        MEMPHIS
           Okay. All our ladies should be home
           now, tucked in bed. Let's keep chilly.
           Think Slow. Any questions?

                        TOBY
           You sure I can't go with ya?

Memphis' ice-water glance is answer enough ...

                        MEMPHIS
           Only use the phones when absolutely
           necessary... Otto's default HQ ...
           Let's go get 'em...

QUICK SHOTS -

Of the four cars, as each team slaps a tape in their deck:
1) Kip and Tumbler. The tape is Tupac. They bang fists.
2) Donny Astricky and Freb ... Donny's playing Miles Davis.
3) Memphis and Sway ... And Bruce ...

                        MEMPHIS
           Ready -- ?

                        SWAY
           Oh, yeah.

4) Mirror Man and The Sphinx... The Sphinx puts on GLASSES with
attached FAKE NOSE, to cover his gnarled one ...

                        MIRROR MAN
           You should consider always wearing that,
           boy...

And he slides his tape into the deck... And, as The Gap Band's
"Burn Rubber On Me" cranks on the track -

Our team goes out... Into the night ... Toby watching after
them... Because they're off ...

EXT. DESERTED PARKING LOT - NIGHT

Tumbler and Kip park the massive CAR CARRIER here ... Kip is
behind him in the Escort... Tumbler gets into the Escort and Kip
drives off ...

EXT. LONG BEACH STREET - NIGHT

Memphis and Sway in the van ... Searching ... He pulls to a stop
... For a Mazda Rx-7 is parked on this quiet, residential ...

Sway gets out ... Eyeballs it ... Comes back...

                        SWAY
           No whistles, but a Club You bring a
           hack -- ?

                        MEMPHIS
           No. Open her ...

He parks ... Opens the back of the van ... Sway pulls the Mazda
window ... Gets in ... Ignition-Gizmos her ... The motor now
running ... Waits ... Memphis gets in next to her... He has a
STEERING WHEEL with him.

                        SWAY
           What the hell's that -- ?

                        MEMPHIS
           A little trick I picked up at the Car
           Thief Retirement Home ...

He uses his screwdriver to REMOVE four rivets on the Mazda's
Clubbed steering column ... In seconds, the CLUBBED STEERING WHEEL
IS REMOVED, Club still on it. Memphis pops in the steering wheel
he brought, jerry-bangs the rivets ...

                        MEMPHIS (cont'd)
           Let's cruise --

And they do ... Sway rolls down her window ... Tosses something as
they drive off -

ANGLE - THE OLD STEERING WHEEL. "Club" firmly affixed to it. On
the ground, in the Mazda's old parking place...

EXT. LONG BEACH STREETS - TUMBLER AND KIP

as they systematize the cars they're responsible for... Tumbler
drops Kip off by a Porsche ... We recognize it as one of the cars
Mirror Man cut a key for in the valet scam. Kip selects the key
from a series of them hooked into his briefcase. He gets out. Keys
the car. He's in. He's off ...

TUMBLER - meanwhile, has driven to a Volvo C70... He, too, has the
key ... He's in ... He's off ...

EXT. THE CAR CARRIER - PARKING LOT

Kip drives the Porsche onto it, Tumbler enters the lot in the
Volvo. QUICK DISSOLVES as they fill it up... Two Honda Accords,
another Volvo, a Toyota 4-runner, etc.

EXT. COMMERCIAL WAREHOUSE - SAN PEDRO - NIGHT

All is silent. Chainlink fence topped with swirls of lethal-looking
barbed wire. Mirror Man and The Sphinx are here.

Mirror Man goes to the main entry fence doors ... He boltcuts the
chain ... The doors slide open ... They're in ...

EXT. LONG BEACH STREET - NIGHT

A Porsche 911 Cabriolet is parked...

Donny and Freb look at it ...

                        FREB
           Diane 1.

                        DONNY ASTRICKY
           Very good. Think you can get in without
           waking her up -- ?

                        FREB
           Yeah.

                        DONNY ASTRICKY
           That's an after-market alarm. Can't
           just cut her wires ...

He pops his briefcase ... Takes out some gear ... Gets out ...
Moves for Diane 1 ...

INT. RAINES APARTMENT - NIGHT

Helen Raines is rooting through a crowded closet. At last she
finds what she's looking for ... A small black boxy DEVICE. She
goes to the living room. Plugs in the box ...

It is a POLICE SCANNER... And it immediately starts to pop and caw
... Helen sits down ... And listens... Her face clenched with
worry ...

EXT. SAN PEDRO WAREHOUSE - NIGHT

Mirror Man works the thick steel door ... He's got a sledge and
center punch... He knocks the knob off with the sledge and then
goes to work with an ELECTRIC DRILL ...

                        MIRROR MAN
           This is some state-of-the-art shit,
           kid. The drill breaks the sockets,
           which force back the spindle and release
           the lock ...only it doesn't seem to be
           working... And The Sphinx is getting
           impatient ...

EXT. HARBOR WAREHOUSE - NIGHT

Tumbler and Kip pull in with their car carrier ... Full... They
start to unload it ...

INT. OTTO'S

As Otto SWIPES NAMES FROM THE BOARD...

INT. MEMPHIS' VAN - MOVING

Memphis and Sway... They ride in silence ... She busies herself by
looking through the consul. Comes up with a tube of LIPSTICK. Uses
the visor mirror to apply it.

                        MEMPHIS
           Gosh, no. Lipstick? What next? Mascara, blush,
           floral-print dresses?

                        SWAY
           Deodorant.

And she looks at him... She's really laid the lipstick on
thick ... But it's oddly effective ...

                        MEMPHIS
           Wow. Bozo, the very sexy clown --

Beat. She looks out the window, throws the following away.

                        SWAY
           So, you seeing anybody?

                        MEMPHIS
           No. I had a girl. She was great. The
           problem is: great girls come along once
           every ten years. So I gotta wait
           another three years before I can even
           bother to look...

                        SWAY
           She was so great, why'd you leave her?

                        MEMPHIS
           Her parole officer strongly recommended 
           it ...

She looks at him... But he's stopped the car... For Kip and
Tumbler are waiting at the side of the street. They get in.

EXT. LONG BEACH STREET - NIGHT

Freb dead-shorts the alarm system, grounding it out on the car's
own metal surface, just like they taught him... He's in the
Porsche ... It's just that he can't figure out how to get her
started ... The passenger door opens ... Donny...

                        DONNY ASTRICKY
           What's the matter?

                        FREB
           It's all microchips and shit ...

                        DONNY ASTRICKY
           Yeah?

He holds up a screwdriver. Jams it in the steering column.

                        DONNY ASTRICKY (cont'd)
           I don't care what kind of car
           it is. How fancy; how expensive;
           how new. You pop the collar -
           it's 1966 all over again ... !

He pops the collar - exposing an ordinary ignition system.

                        FREB
           Cool ...

INT. MEMPHIS' VAN - MOVING - NIGHT

Memphis drives ... Sway, Kip, Tumbler with him...

                        KIP
           So we loaded all of the keyed cars up and
           dropped 'em ... It was cake ... 8 cars,
           ba-da-bing ...

Memphis looks at him in the rear-view ...

                        MEMPHIS
           Having fun, Kip?

                        KIP
           Hell, yeah... It's a beautiful business ...
                 (realizes his gaffe)
           I mean, no, man, it's hard, it's scary,
           it sucks ...

Memphis looks at Sway, shakes his head... Kills the lights ... And
they pull in to

EXT. SAN PEDRO WAREHOUSE - NIGHT

Where Mirror Man is still struggling with the lock, his drills
and punches, scattered about ...

                        MIRROR MAN
           Just give me another --

only The Sphinx shoves him aside ... Pulls the GUN from his 
holster and BLANG! blasts open the lock...

Mirror Man stares at the opened door ...

                        MIRROR MAN
           Oh, I get it: old school.

And Memphis and the others drive up ...

                        MEMPHIS
           How's it going?

                        MIRROR MAN
           It's going fine. The Quiet Riot and me are
           swapping trade secrets ...

And in they go --

INT. WAREHOUSE

Dark as pitch. Flashlights come on. To reveal

ROW UPON ROW OF GLEAMING FERRARIS

Old and new models. Daytonas and Boxers and Dinos and
Testarossas. There must be at least fifty of them here.

Flashlight beams dance over car after car. It's a treasure chest
of automotive jewels ... All of our heroes are in awe. And then a
soft whimpering. They turn. To see Sway, overcome with emotion.

                        SWAY
           It's just... so... beautiful ...

And it is Kip that puts an arm around her ... She sobs into his
chest ... Never taking her eyes from the array of Italian grace
... Indeed, they are all in something of trance. Memphis is the
first one out --

                        MEMPHIS
           C'mon, gang. Let's focus. Sway, can
           you prep 'em -- ?

                        SWAY
           I think so... They're just... So ...

                        MEMPHIS
           I know. But let's prep 'em. We could
           stay here all night... That wouldn't
           be good --

The others are still gazing ...

                        MEMPHIS (cont'd)
           Let's go, people --

And they set to work...

EXT. NIGHT CLUB PARKING LOT - NIGHT

Donny Astricky and Freb have accessed a '61 Jag... Watch as Donny
takes out 3 screws in the Jag's ignition and removes the whole
thing ...

                        DONNY ASTRICKY
           So? Tell me: how come they call you
           "Freb" anyways -- ?

                        FREB
           C'mon, man ...

                        DONNY ASTRICKY
           We're partners here --

Freb considers ... Then, reluctantly --

                        FREB
           My names "Fred." You know: Frederick?
           One drunk night, I decided to give
           myself a tattoo. Hot needle it. I
           used a mirror to guide me ...

And he pulls up his sleeve - to show the blue "FREB" tattooed
there ...

                        FREB (cont'd)
           The mirror messed me up with the "b" and
           the "d"... Everything's reversed, you
           know? Now, I'm "Freb."

Donny chooses from a selection of IGNITIONS he's brought along.
Finds the right one ... Installs it ... Tightens the 3 screws ...
Starts the car with his own key ...

                        DONNY ASTRICKY
           Glad to know you, "Freberick." Let's
           roll -

And off they go ...

INT. SAN PEDRO WAREHOUSE

Sway sets to prepping the cars ... The others wait nearby. Memphis
walks over to where Kip sits ...

                        MEMPHIS
           You okay -- ?

                        KIP
           I'm cool.

Memphis looks at his watch...

                        KIP (cont'd)
           We gonna make it?

                        MEMPHIS
           Too early to tell. Nervous?

                        KIP
           Nah.

                        MEMPHIS
           That's strange. I'm nervous. Donny's nervous.
           Everyone's nervous. But not you...

                        KIP
           I dunno. Whatever will be will be...

                        MEMPHIS
           That's a good attitude, Kip. For
           everything but stealing cars ...

Before Kip can respond, the signature throaty ROAR of Ferrari
fills the room, as Sway's got one started --

                        MEMPHIS (cont'd)
           Showtime --

INT. SAN PEDRO WAREHOUSE - QUICK CUTS

as Sway gets the Ferraris started, her skill readily apparent ...
And each man - Kip, Tumbler, Mirror Man, The Sphinx - climb behind
the wheel and ROAR OFF...

INT. HARBOR WAREHOUSE

Toby watches as the Ferraris are driven in. He radios Otto.

INT. OTTO'S - THE BIG BOARD

as the four corresponding names are ERASED...

EXT. TOWNHOUSE - NEWPORT BEACH - A MASERATI BOOMERANG

glowing silver; cool wedge shape, 15-degree angled windscreen; the
definition of sleek. Memphis and Sway, in the van, roll up to the
Maserati.

                        MEMPHIS
           Hello, Tracy...

Except that a MAN comes out of the house ... Mid-20s, silk shirt,
long, leather Prada coat ... Persian'dude ...

                        MEMPHIS (cont'd)
           Shit.

The man climbs into the Maserati. Memphis follows...

EXT. HARBOR TOWERS - CONDO COMPLEX - ROOFTOP LOT

Lots of high-end cars. Mirror Man and The Sphinx search the rows
... At last coming to -

                        MIRROR MAN
           Gina -- !

The 188 Lamborghini Countach... They move for it... Stop ...

                        MIRROR MAN (cont'd)
           Check it --

He gettures to the LICENSE PLATE. It reads "SNAKE"...

                        MIRROR MAN (cont'd)
           Oooh. "Snake." Tough guy. "Snake."
           Homeboy wants you to call him: Snaake-!

They crack up ... Size her ...

                        MIRROR MAN (cont'd)
           No whistles ... That's weird...

He shrugs ... They slim-jim her "beetle-wing" articulated door ...
Climb in ... The Sphinx starts her up ... Mirror Ma gets in beside
him... The seats are sooo low ...

                        MIRROR MAN (cont'd)
           This shit's on point. Check it: 200.

He gestures to the speedometer ... Calibrated to 200 MPH..

                        MIRROR MAN (cont'd)
           Halfway there, we switch. I drive.

The Sphinx shrugs ... And they head out ...

                        MIRROR MAN (O.S.)
           Say goodbye to your ride, Snake...

EXT. BACK BAY STREET - NIGHT

Memphis and Sway have followed the Maserati to another building...
Idles ... Smokey Robinson's "Cruisin'" croons.

                        MEMPHIS
           What's this guy up to -- ?

After a beat, a WOMAN comes out ... She gets into the car.

                        SWAY
           It's 1:30 on a Tuesday. Is that any
           time to pick a girl up for a date?

The Maserati's lights go off... He's parked...

                        SWAY (cont'd)
           What, are they gonna mack -- ?

Yeah. The couple start kissing. Memphis checks his watch

                        SWAY (cont'd)
           Maybe she's got a roommate...

Beat ... They watch the couple in the Maserati for a beat.

INT. OTTO'S

Junie, Otto's gal, on the telephone...

                        JUNIE
           ... that's right. They'll be in the
           lobby of the Riviera Building. 2206
           Beacon Street. Palos Verdes ...

And we go to --

EXT. RIVIERA BUILDING - PALOS VERDES

And see a LINCOLN LIMOUSINE pull up outside this posh apartment
building... The DRIVER gets out ... Heads to the lobby ... We see
Kip and Tumbler step out from the shadows across the street ...
climb into the limo... Drive off ...

INT. LAMBORGHINI COUNTACH - MOVING - NIGHT

The Sphinx drives ... Mirror Man pops in his tape ... Albert
King's "Drivin' Wheel."

                        MIRROR MAN
           That's what I'm talkin' about -- !

He boogies down. The Sphinx is bewitched, awed by the car's
magnificent power. But then Mirror Man SCREAMS -- ! With pure
terror. For, at his feet, wrapped around his legs, is

A BOA CONSTRICTOR - some 8-feet long... A mass of heavilykeeled
scales shimmering on coiled muscle ... Mirror Man screams on and 
on...

The Sphinx swerves wildly... Racing through a red light. Barely
missing an on-coming BUS ... Passing a pair of COPS coming out of
a 7-11. They hop into their unit. Give chase.

EXT. NEWPORT BEACH - THE MASERATI

The Persian man and his date ... Mackin' hard... Behind them
Memphis and Sway wait in the Mazda. Memphis is on the cell

                        MEMPHIS
           ... okay, check with you soon ...

He hangs up ...

                        MEMPHIS (cont'd)
           Otto says 22 ladies have reported for
           work...

Sway nods ... The Maserati's windows are fully-steamed...

                        MEMPHIS (cont'd)
           Man, they're going at it

                        SWAY
           They're in love ...

Long beat ... He looks at her ...

                        MEMPHIS
           What about you?

She looks at him... Shrugs...

                        SWAY
           You remember my Gramma? Yeah. I was
           thinking. If she were alive. And she
           asked me. If she came down, right now.
           Asked me. "What do you do, Sara?
           What's your life?" Innocently.
           Nonjudgemental. I think it would break
           her heart if I said I was a thief. I
           steal cars, Gramma. And even though,
           hey, I learned it all from her son.
           My Uncle Eddie. Who taught me the basics. 
           Which you refined. (You remember Randall,
           Gramma? You thought he was neat. Well,
           he refined the basics ... ). I don't
           think that's what she hoped for me...

She looks at him ...

                        SWAY (cont'd)
           But ... That said... Car thieves are my
           weakness ... It's all so terribly Loretta
           Lynn or something, I know... But ... I
           don't wanna be a thief anymore ... I don't
           wanna love a thief anymore ... I want to
           wear a dress maybe once in a while... Maybe
           have a kid... Watch a lot of Audrey Hepburn
           movies.. And think about my Gramma without
           also thinking "shame on me. Shame on
           me. Shame on me... "

She looks at him... He leans into her ... Kisses her... Tentative
at first ... Then... With urgency...

INT. G.R.A.B. FORCE OFFICE - NIGHT

Phones ringing like mad... Drycoff walks into Castlebeck's
office...

                        DETECTIVE DRYCOFF
           It's an epidemic, Rollie ... I'm
           getting reports every five minutes ...

INT. THE MAZDA - BACK BAY - NIGHT

As "Little Red Corvette" by Prince warbles on the track... Memphis
and Sway still kissing... She breaks it for:

                        SWAY
           Arright ... Enough ... I can't have you
           bellying up to my heart again, man, f
           you can't help falling off the stool.
           But he puts his mouth to her ears ...

                        MEMPHIS
           Shhh... Car thieves are your weakness.

Whispers ...

                        MEMPHIS (cont'd)
           I approach you. It's quiet. I look
           this way. That. No one around ...

                        SWAY
           Stop. What about Maserati Boy?

                        MEMPHIS
           I take out my slim-jim...

                        SWAY
           Oh, God...

And yes, this is patently absurd. But it's also oddly sexy.

                        MEMPHIS
           Slip it in ...

                        SWAY
           You're going high-cheese, dude --

                        MEMPHIS
           Unlock your button ...

                        SWAY
           "Unlock my button" ... ?

                        MEMPHIS
           The alarms go off ...

                        SWAY
           Woo-woo-wooooo!

                        MEMPHIS
           I pop your hood; find your siren wires

                        SWAY
           They're factory alarms ... Easy to get
           around... For a man with... Skills...

                        MEMPHIS
           I do ... I cut "em...

                        SWAY
           Cut 'em...

                        MEMPHIS
           Now... I'm in ...

                        SWAY
           Of course you are. You're a
           professional...

                        MEMPHIS
           I ratchet your ignition mechanism ...

                        SWAY
           I bet you say that to all the girls...

                        MEMPHIS
           With a twist of my wrist ... You're turned
           over ...

                        SWAY
           Wrong preposition...

                        MEMPHIS
           Hear you roar ...

                        SWAY
           What about The Club ... ?

                        MEMPHIS
           Let me worry about The Club ...

                        SWAY
           No worries ...

                        MEMPHIS
           I've got you floored... We're off ...
           Take the curb... Man, can you corner...
           Know not to get on it ... Momentum
           shift ... Don't get on those brakes
           too hard ... Get her up on her
           tires. Up on her toes. Up ... Up...
           Up.

Back arched... A small moan escapes her ... Prince wails ... And
Sway has achieved whatever kind of silly climax they aspired to
here... She flops back down... Looks at him...

                        SWAY
           You're still quite the boost, Randall
           Raines ...
                 (he shrugs)
           Except now I've been chopped, and my
           parts are in a Honda Prelude being driven
           to church in South America by some
           Bolivian consulate's wife ...

                        MEMPHIS
           And Tracy's on the move ...

Indeed, the girl has gotten out of the Maserati... And the car has
rocketed off... Memphis punches the gas,'sending Sway to the floor...

                        SWAY
           Wham, bam, thank-you, Ma'am, point-
           five ...

PRE-LAP Alice Cooper's "Under My Wheels" and SLAM CUT TO:

EXT. LONG BEACH STREETS - NIGHT

CLOSE UP OF THE "SNAKE" LICENSE PLATE as its ass-end fishtails
like a bastard... The Sphinx is outrunning what is now a 
half-dozen CRUISERS ...

INT. COUNTACH - MIRROR MAN

is freaking out ... The snake wrapped all around him...

                        MIRROR MAN
           What do I do? What do I do? Aw, man.
           He's gonna swallow my shit whole 
           Let's go to a hospital or something!

But The Sphinx shakes his head. No.

                        MIRROR MAN (cont'd)
           C'mon, you creepy no-nosed motherfucker.
           Take me to a hospital!

Nope. The Sphinx drives on... Into yet another

DIRECTOR'S CHASE SCENE

This one even cooler than the last ... And once they've eluded all
of the police, The Sphinx pulls over to the side of a DARKENED
STREET...

                        MIRROR MAN
           What are you doing? I'm gonna die!

The Sphinx leans over... And PINCHES THE SNAKE BEHIND THE BACK OF
THE HEAD...

                        MIRROR MAN (cont'd)
           You tryin' to make him more mad?

But, miraculously, the snake RELAXES ITS GRIP on Mirror Man... And
slithers off... To the back of the car ... Where it immediately
goes back to sleep ... Mirror Man stares at Sphinx, who smiles
genially. Then:

                        MIRROR MAN (cont'd)
           I never thought it'd be possible:
           but your ass just got spookier ...

EXT. CITY STREET - NIGHT

Freb and Donny Astricky have gotten "Laura", a '99 Bentley
started...

                        FREB
           You ever feel bad about any of this?

                        DONNY ASTRICKY
           Of course not. I'm Robin Hood. I take
           from the rich, and give to the needy...

                        FREB
           You mean the poor --

                        DONNY ASTRICKY
           No. The needy. Us. Cos we need this
           car!

And Donny puts her in gear, When a GUN is jammed agains't Donny's
temple ...

                        JACKER
           Out of the car, bitch, or I blow your
           fucking head off -- !

Donny looks at the jacker... Surprised... It is a KID ... No more
than 16 ...

                        DONNY ASTRICKY
           Are you kidding me -- ?

                        JACKER
           NOW -- !

                        DONNY ASTRICKY
           I'm stealing this car. So BACK OFF!

                        JACKER
           I'll shoot you fool... I'LL BLOW YOUR
           BRAINS OUT -- !

                        FREB
           Donny --

                        DONNY ASTRICKY
           Donny-nothin'!

And he SLAMS OPEN THE DOOR... catching the kid in the balls ...
And the kid doubles over... Dropping the gun ... Donny gets out of
the car...

                        DONNY ASTRICKY (cont'd)
           Lazy, disrespectinIf half-assed
           bully. Any asshole can pull a gun ...

And he starts to kick at the kid ... Beat at him...

                        DONNY ASTRICKY (cont'd)
           You don't know how to steal a
           car, do ya? So you gotta take
           them when there's already a key
           in them ... And a person in them...
           Scare people ... Intimidate ...
           Little freakin' bully ...

                        FREB
           C'mon, Donny... Let's go, man --

                        DONNY ASTRICKY
           Lazy ... Lazy ... I ask you, Freb:
           what's the matter with kids today?

But then - BLAM! BLAM! BLAM! Bullets rip into Donny Astricky in
terrifying SLOW-MOTION. He turns ... To see another KID ...
Scared... At the edge of the road... Gat held high ... And Donny
drops to the pavement ... And the first Jacker gets to his feet...

Freb goes to Donny... To his splayed-out body ... SIRENS split the
night. The jackers run off down the street.

                        DONNY ASTRICKY (cont'd)
           Get outta here. Get out. Now!

                        FREB
           I can't leave you here, man --

Freb doesn't know what to do... Donny croaks ...

                        DONNY ASTRICKY
           I'm all right. Been shot before. You
           take me to the hospital, they bust the
           both of us. The cops'll take me. Go!

And Freb-makes to run off down the street... But --

                        DONNY ASTRICKY (cont'd)
           Freb -- !

Freb turns back

                        DONNY ASTRICKY (cont'd)
           Take Laura with you, you stupid shit!

Freb blinks. Nods. Oh, yeah. He climbs into the Bentley Drives off...
As the CRUISERS pull up around him... And the UNIFORMS getout, guns
drawn, approaching warily -

To find Donny Astricky ... Splayed-out on the pavement ...
Laughing at the moon ... And, as Jimi Hendrix' "Crosstown Traffic"
BLASTS ON TRACK, we CUT TO:

of the final series of boosts ...

1) The Maserati parked and empty. Sway breaches it.
Expert. They drive off ...

2) Kip and Tumbler. Clocking a VIPER. They circle it..
It's loaded with bells and whistles and Clubs and a
metallic voice that warns: "WARNING: YOU ARE TOO CLOSE THE 
VEHICLE!" over and over ... Kip shakes his head ...
Ushers Tumbler back ...

3) Mirror Man and The Sphinx deliver an Aston Martin to the docks
... Watch as it is driven into a container. The container loaded
by gantry crane, onto the ship, lashed to the deck by overworked
LONGSHOREMEN...

4) Helen Raines. Looking out the window. Listening to
the scanner for word of her boys...

5) The Big Board. Female names disappearing like dust..

6) Castlebeck and Drycoff. Cruising the streets.
Searching ...

7) Kip and Tumbler return to The Viper. This time, in a RAMP
TRUCK. They raise the ramp. Tie down the Viper. A drive off with
it, to be disarmed at a later, safer venue as it continues its
robotic exhortation of "WARNING. YOU ARE TOO CLOSE TO THE
VEHICLE."  Over and over again ...

8) All our teams... Speeding toward us ... In different
cars ... As the MUSIC FADES and we END MONTAGE

EXT. 1443 LOCKLIN - JUDGE CROFT'S GLASS HOUSE - NIGHT

Where "Annie" the 137 Roadster lives as an objet d'art.
FIGURES in the thicket surrounding the property. Memphis,
Sway, Kip, Tumbler, Mirror Man, The Sphinx...

Mirror Man has the mansion's ELECTRICAL BOX opened... He' going
through the wires ... Cutting alarm, phone, etc.

Memphis is on the cell phone... Face grim... He hangs up.

                        MEMPHIS
           Donny got shot ... A jacker ...

                        SWAY
           How is he -- ?

                        MEMPHIS
           They got him to the hospital. He's stable ...

Beat ... As they all reflect on this...

                        MEMPHIS (cont'd)
           On a brighter note: 47 ladies have
           checked in for their South American
           sea cruise -

This cheers them slightly. Until, from the electrical box:

                        MIRROR MAN
           Got it -- !

And the few remaining lights of 1443 flicker and fade ... They
regard the house for a beat ...

                        SWAY
           Now what -- ?

No one's quite sure ... They look at the house ... At all that
glass ... Then Kip walks to their car ...

                        KIP
           Pop the trunk, Tumbler.

                        TUMBLER
           What for -- ?

                        KIP
           I gotta get my tool --

And Tumbler and Mirror Man look at each other ...

                        MIRROR MAN
           No way, homes ...

Too late. The trunk is popped. Kip reaches in. Comes up with, yes,
another BRICK ... And Kip walks toward the house. Toward the vast
windows ...

                        MIRROR MAN (cont'd)
                 (to Memphis)
           Ya' gotta stop him, man --

But Kip forges on, indomitable ... Only he passes the huge glass
windows ... Walking, instead, up to the front door ... And he
SMASHES the brick down onto the DOORKNOB. Knocking it clean off...
Looks back at the others with a wink. And enters the house...
Tumbler runs after him...

INT. 1443 LOCKLIN

Kip walks through the dark house ... At last, coming to the living
room... To "Annie'. He gets behind the wheel ... Her ignition is
quick work. He's got her started, loud, in the quiet house. She
coughs a bit; it's been a long time. Tumbler is there...

                        TUMBLER
           Now what -- ?

                        KIP
           Now, we go -

And he drives her off the platform. Tumbler directs him...

                        TUMBLER
           This way... This way... This...

Her nose bumps a zillion-dollar VASE, which topples and shatters...

                        TUMBLER (cont'd)
           That way...

And Tumbler climbs in beside him... Kip drives her around the huge
living room... And Kip punches the gas ...

And they drive the Roadster down the hall ... And right through
the OPEN DOOR... Driving down onto the lawn ... Up to their
cohorts ...

                        KIP
           See ya back at the ranch, kids -- !

And off they go ... Vanishing down the street ... The others watch
after him ... Mirror Man to Memphis:

                        MIRROR MAN
           Gotta tell ya, man: since you been back?
           You've had a real calming influence on
           ol' Kip...

INT. G.R.A.B. TASK FORCE OFFICE - NIGHT

Drycoff comes into Castlebeck's office ...

                        DETECTIVE DRYCOFF
           They just brought in Donny Astricky.
           Shot by a jacker ...

                        DETECTIVE CASTLEBECK
           How is he?

                        DETECTIVE DRYCOFF
           He'll live. But it means your boy's
           behind it. Astricky was holding a list.
           They just faxed it to us...

He hands Castlebeck the list. Calitri's 50. Castlebeck notes the
last entry...

                        DETECTIVE CASTLEBECK
           Let's get out there. And have them
           run down every 167 Shelby Mustang in
           the area ... Find out where they're at.

                        DETECTIVE DRYCOFF
           What for?

                        DETECTIVE CASTLEBECK
           You spend enough time down a man's
           throat, you get to know his tonsils.
           Do it ...

INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

Kip and Tumbler deliver the Roadster. Toby checks it in.

                        KIP
           Any more ...

                        TOBY
           I dunno ...

And Kip gets on the two-way...

                        KIP
           Any more, O -- ?

                        OTTO (O.S.)
           You guys are through...

                        KIP
           Whatcha got left ... ?

                        OTTO (O.S.)
           "Carol." A 198 Mercedes ... She lives
           in the suburbs ...

                        KIP
           We'll take it...

                        OTTO (O.S.)
           It's ear-marked for Mirror Man and The
           Sphinx...

                        KIP
           We'll take it.

And they climb in behind a waiting Jeep Cherokee ...

                        KIP (cont'd)
           Later, Toby --

But Toby's not around...

                        KIP (cont'd)
           Toby?

No answer... Kip shrugs... And off they go ...

EXT. RESIDENTIAL NEIGHBORHOOD - CHESTNUT HILL - NIGHT

A nice neighborhood... Upper middle class ... So damn suburban you
can practically smell the gas grills ... A NEIGHBORHOOD SECURITY
PATROL CAR glides by them...

                        TUMBLER
           Gettin' fancy... Got their own palace
           guard -

When, from the back of the Jeep:

                        TOBY
           I never been to the suburbs ...

Toby is there ... Having stowed-away...

                        TUMBLER
           What are you doing here, assface?

                        TOBY
           Checkin' it out

He smiles at Kip ... Kip looks at Tumbler ... Drives ... At last,
pulling up to one HOUSE where the '98 Benz - "'Carol" lives. Kip
parks, a half block down ... They get out ... Head for the
house...

And there she is. "Carol." Obsidian black. In the
garage. The garage is open. And THREE KIDS, two boys and a
girl. Late teens. They are standing around "Carol"...
Drinking beer... Listening to the new Beck album on the
car's CD player ... The folks clearly out of town ...

Well-scrubbed, white suburban children of plenty ... The only crew
they've ever run in is J. Crew... From the hedge, Kip, Tumbler and
Toby watch the kids ... With equal parts fascination, loathing,
envy... And then, the kids go inside... Leaving "Carol" exposed...

                        TOBY
           I got this one...

And before the others can respond, he moves for her. And she's
open... Toby's in ... Butterfly popped - Gizmo in. The others start
to get in when ONE OF THE KIDS comes out from the house. He stares
at Toby, who freezes mid-boost ...

                        KIP (cont'd)
                 (whispered hiss)
           Get her started, man -- !

And Toby does... And slams her in reverse.  And they're off

INT. WAREHOUSE -LONG BEACH HARBOR - NIGHT

The group - - Memphis, Sway, Freb, Mirror Man, and The Sphinx
- has returned... The final cars loaded onto the ship ...
Memphis looks out into the night --

                        MEMPHIS
           C'mon, Kip -

EXT. RESIDENTIAL STREETS - "CAROL" - MOVING - NIGHT

Toby drives them out, Kip shotgun, Tumbler in the back. But the
suburbs are confusing. They can't find their way out.

                        TOBY
           Which way's out, man -- ?

                        TUMBLER
           Shit all looks the same here --

They drive. Only up ahead, blocking the street, LIGHTS blinding...
Are TWO SECURITY PATROL CARS - SECURITY COPS on the strong ...
Guns drawn...

                        KIP
           Shit ...

                        TUMBLER
           Run it...

Toby looks to Kip...

                        KIP
           No...

                        TOBY
           What am I supposed to do?

Toby pins the gas. Straight at the block... The security cops dive
out of the way. Except for one standing tall and FIRING into the
windshield... Into Toby... The car swerves. Going off the road.
Into a bank of mailboxes.

The security guards run for her... Kip, forehead bloodied,
switches places with Toby, getting behind the wheel ... Punches
the gas ... Getting them out of there ...

INT. "CAROL" - MOVING - NIGHT

Kip drives like a wild man ... Toby is bleeding something fierce...
Shot in the chest...

                        TOBY
           Jesus, Kip ... I'm shot, man ...

                        KIP
           Just hold on... Hold on ...

                        TUMBLER
           What are we gonna do -- ?

                        KIP
           Hospital.

                        TUMBLER
           We can't do that, dude --

Kip looks at Tumbler ... They both look at Toby...

EXT. WAREHOUSE -LONG BEACH HARBOR - NIGHT

As the 'Vette comes screaming into the warehouse ... Kip exploding
out of it ... Getting into the back. Memphis goes to the car, sees
Toby ... Front of his shirt covered in blood ... The others gather
around...

                        MIRROR MAN
           Jesus ...

Memphis climbs into the car ... Kip is holding Toby...

                        KIP
           I didn't know... Should we take him to
           a hospital? I didn't know. I didn't.

Toby is clearly dying in Kip's arms...

                        TOBY
           Kip. Kip. Kip. Tell me: what's
           gonna happen? What's gonna happen?

But Kip is lost ... Doesn't know what to say --

                        MEMPHIS
           You're gonna be okay, Toby... You are ...
           We'll getcha fixed up...

                        TOBY
           No ... No... No ... Tell me what's
           gonna happen? Kip? Tell me. What's
           gonna happen?

The brothers stare at the boy... Kip wipes his sweatstreaked face...

                        TOBY (cont'd)
           What's gonna happen? I don't feel ...
           like ... this ... should.... happen ...
           right ... now. I...haven't... done ...
           shit... Tears running down his eyes...

                        KIP
           Shhhhhh, shhhhh ...

Kip looks to his brother for help ...

                        MEMPHIS
           Call 911 -

                        MIRROR MAN
           Call 'em here -- ?

                        MEMPHIS
           DO IT! NOW -- !

And Mirror Man scurries for the phone... Toby's breathing comes
out in short staccato bursts ...

                        TOBY
           Kip... Kip... Kip... It doesn't
           feel... It doesn't feel... It doesn't
           feel... good

He looks up at Kip. All of the light goes out of his eyes. And
Toby is dead... Kip holds him for a beat ... Then passes him to a
surprisingly emotional Tumbler ... Kip gets out of the car, runs
for the opposite end of the warehouse ...

The others are stunned... Mirror Man hangs up the phone ...
Memphis gets out of the car ... He goes after Kip ... Finds him in
one of the containers ... Grabs him by the collars ...

                        MEMPHIS
           What did I tell you? What? What did
           I tell you?

                        KIP
           I don't know. What -- ?

And Kip looks at him... Tears fall from the younger boy's eyes ...
And Kip looks so lost ... So like a little kid...

                        MEMPHIS
           Come here --

                        KIP
           What?

                        MEMPHIS
           Come here -

                        KIP
           What?

                        MEMPHIS
           Come here -

And Kip does ... He walks to Memphis ... And Memphis puts his arms
around him... And that's it. The floodgates open. Kip begins to
sob. Deep, painful, racking sobs. And then:

                        KIP
           I've missed you, man ...

                        MEMPHIS
           I know. I've missed you, too 

And they hold each other ...

                        KIP
           Toby...

                        MEMPHIS
           I know ...

                        KIP
           Toby...

And they stay in the embrace... And then Memphis unwraps Kip's
arms from around him...

                        MEMPHIS
           Stay here. Stay here a while. I'll
           be back ...

Kip nods, sniffles ... Memphis walks out of the container ... He
strides up to the others ... Glances at Toby's clipboard, with all
the cars crossed-out ... He goes to Sway...

                        MEMPHIS (cont'd)
           Give me a ride -- ?

                        SWAY
           Where to -- ?

                        MEMPHIS
           Kip's not clear yet. We got one more
           to go --

And she nods ... And climbs into one of the Escorts... And off
they go ... The others standing around the 'Vette and Toby's
body...

ANGLE - THE CLIPBOARD. One car left. Eleanor.

As a SUPER on-screen reads: PART IV: DREAMS OF YOU

EXT. INTERNATIONAL TOWERS - DAWN

The sun just starting to take all the purple from the night ...

Detectives Castlebeck and Drycoff are parked across from the
towers in their unmarked...

Sway pulls up a few blocks away ... Memphis has put on a fake
moustache, wig, necktie ...

                        SWAY
           You okay -- ?

                        MEMPHIS
           Yeah ... You -- ?

She nods ... He looks at her ...

                        MEMPHIS (cont'd)
           You should know: walking away from my
           mother, my brother, this town. Was
           hard. Walking away from you. Nearly 
           killed me...

And she smiles sadly ...

                        SWAY
           I know ...

She takes his hand ... Squeezes it ...

                        SWAY (cont'd)
           Good luck...

Memphis, now in gray flannel suit, wig and moustache, steps out. 
As he heads for the Tower garage...

IN THE UNMARKED

Drycoff is on the radio ... Binoculars up, on the Escort's license
plate - 635 CKG ...

                        DETECTIVE DRYCOFF
                 (into radio)
           One-Baker-11 ... 10-28-29...California
           6-3-5 Charles King George.

They wait ... Sway drives off ...

                        RADIO (O.S.)
           One-Baker-11. 6-3-5 Charles King
           George. No want. Not on file...

INT. INTERNATIONAL TOWERS GARAGE

Memphis walks along the cars ... At last, he finds her -- 
Eleanor.

EXT. INTERNATIONAL TOWERS - DAY

Castlebeck and Drycoff ...

                        DETECTIVE DRYCOFF
           Check it out --

He points ... The '67 Mustang appears at the top of the garage
ramp ... Brakes ... Waiting for the light ... Castlebeck squints...
Raises the binocs ... Tough to tell.. Memphis drifts into the stream
of traffic ...

                        DETECTIVE DRYCOFF (cont'd)
           What do you think -- ?

                        DETECTIVE CASTLEBECK
           Let's see what he's about --

Drycoff hits the lights and sirens ... Memphis sees the car behind
him...

                        MEMPHIS
           Shit ...

And kicks it into gear...

                        DETECTIVE DRYCOFF
           Hey, now -- !

He pins it ... And THE RACE IS ON... In the biggest way possible.
This is the grand-daddy of chase scenes here, so we won't take the
easy way out. We'll actually script it ... Memphis races out onto
the busy street, Drycoff on his ass.

Drycoff pulls up alongside him... So they can see him. But the wig
and moustache prevent them from recognizing Memphis ... Other cars
suffer from the pursuit ... They go careening into parked cars,
storefronts, Harvard Square ...

Memphis side-swipes Drycoff's car ... Memphis drives down the
Memorial Drive OFF-RAMP, against traffic

                        DETECTIVE CASTLEBECK
           1 Baker 11, in pursuit following
           collision with suspect. Suspect
           is male, white, 40-45, six feet,
           175 pounds, gray hair, gray
           moustache, dark suit ... T.A.'s have
           occurred...

Memphis races her down an alleyway... And we HEAR, as we will
throughout, the VOICE of the

                        POLICE DISPATCH (O.S.)
           Switch to open channel 3. All units
           stand-by.

                        POLICE DISPATCH (cont'd)
           1 Baker 11 in pursuit of a '67 Ford
           Mustang, license in the 6th column -
           614 HSO. Repeat:  6-1-4 Harry Sam
           Ocean. Westbound on Memorial Drive,
           against traffic ...

Eleanor races past The Queen Mary ... crossing the bridge into
Long Beach ... She flies down the street ... Memphis, removing his
wig and moustache as he goes... Another POLICE CAR has joined
Drycoff and Castlebeck...

INT. KISS-108 RADIO STATION - DAY

The jocular drive-time jock MATTY IN THE MORNING - is broadcasting
in his studio ...

                        MATTY IN THE MORNING
           We're getting reports that a big
           police chase has started right near
           our humble studios ... We'll keep
           you posted...

EXT. ELEANOR - MOVING - MEMPHIS

Has the radio on ... Hears Matty ... He serpentines his way
through the tangle of alleys...

                        POLICE DISPATCH (O.S.)
           All units. Stand-by to copy. 167 Mustang
           is silver in color. One occupant. California
           license 6-1-4 Henry Sam Ocean. Reason for 
           pursuit is unknown.

Drycoff does his best to follow. Another CRUISER has joined up.
Memphis is driving like Richard Petty...

INT. LONG BEACH POLICE STATION - DAY

Two dozen COPS sit in the muster room listening to the dispatch.

                        POLICE DISPATCH (O.S.)
           ... Suspect is headed southbound
           on Mount Vernon, at Cambridge Street --

The cops look at each other. Holy shit! And race for the exit.
Because Mt. Vernon and Cambridge is the address of
THE LONG BEACH POLICE STATION

where there are literally 15 POLICE CARS parked out front... And
Memphis has just arrived...

                        MEMPHIS
           Shit ...

Watch the mad scramble as COPS dive into their units... And try to
get out of each other's way... Fenders crunch ... Cops curse.
Memphis bootlegs - going reverse down the wrong way. Left on
Cambridge ... Left onto City Hall Plaza --

CITY HALL PLAZA

is 10 ACRES OF BRICK in the heart of downtown ... And now it's 
like a demolition derby... As Drycoff/Castlebeck and some 4 SQUAD CARS
are chasing Memphis around the Plaza ...

A POLICE CHOPPER has arrived on the scene... Camera out. Memphis
takes one more spin around the plaza, then sees a

SHALLOW FLIGHT OF STAIRS by the back entrance to City.Hall. And he
takes them... CLUMP-KUMP-KA-DUMP-DUMP-DUMP

And now he's on some of the narrowest streets in Long Beach. He
flies through them... A mad mouse in a maze ... INT. KISS-108 -

MATTY IN THE MORNING

watches the chase on TV, via Copter-cam. Still broadcasting.

                        MATTY IN THE MORNING
           Man, is this boy driving! You go,
           Boss Barracuda

EXT. FREEWAY

Memphis races along He's got 4 SQUAD CARS ON HIM

                        POLICE DISPATCH (O.S.)
           Attention all units. Pursuit is now
           southbound on the 33 from the
           construction area on Kneeland
           Street; all units in the area assist.
           Code 3.

He takes the Kneeland Street exit... And he's run out of road at

A SHOPPING DISTRICT

where vehicle traffic ends. Foot traffic only ... Here com the 
cops... Memphis spins the wheel ... And he drives onto PUBLIC PARK...
Across the grounds ... Past the dew-drenched flora and the paddle
boats lolling on the lagoon ...

Only there are SQUAD CARS coming from this side too... And he's
pinned. Police on the perimeters, He slows to a stop.

Cops jump out of their cars, guns drawn. Memphis in the center.

                        POLICE DISPATCH (O.S.)
           All units. Pursuit has terminated at
           The Garden Park. Repeat --

And Castlebeck is on the BULLHORN:

                        DETECTIVE CASTLEBECK
                 (amplified)
           You in the car. The area is
           surrounded. I want you out to step
           from the vehicle. Hands on your head.

Memphis considers his options ... He sees the FOOT BRIDGE over the
lagoon ... Hears the radio ...

                        MATTY IN THE MORNING (O.S.)
           Is our boy done? Has The
           Boss Barracuda been grounded -- ?

Memphis takes out his cell phone ... Dials...

INT. KISS-108

The COORDINATING PRODUCER comes into the booth ...

                        PRODUCER
           Some guy's on the phone for you,
           Matty. Claims to be The Boss
           Barracuda ...

Matty scrambles for the phone --

                        MATTY IN THE MORNING
           Hello -- ?

INT. ELEANOR - PARK

Memphis in the middle of the gauntlet ... On the phone ...

                        MATTY IN THE MORNING (O.S.)
           Is this The Boss Barracuda -- ?

                        MEMPHIS
           Yes, sir.

                        MATTY IN THE MORNING (O.S.)
           How you doing, man -- ?

                        MEMPHIS
           The truth is - my car here doesn't
           have a tape deck. You mind hooking me
           with up with some driving tunes ?

                        MATTY IN THE MORNING (O.S.)
           You got it, brother.

Memphis hangs up ... Hears:

                        MATTY IN THE MORNING (O.S.)
           This one is going out to
           The Boss Barracuda. Catch him
           if you can --

And he plays Chuck Berry's "No Particular Place To Go" And 
Memphis smiles ...

                        MEMPHIS
           Attaboy --

And punches the gas ... Going right at Castlebeck and the others
... Smashing through the squad cars ... And ACROSS THE FOOT
BRIDGE, over the swan boats ...

                        POLICE DISPATCH (O.S.)
           All units. The pursuit is going
           again

Is it ever. Memphis drives out of the park.. And gets onto

ANOTHER FREEWAY

Ten lanes of gnarly superhighway ... He opens her up... Full
throttle ... The chopper above him ...

INT. OTTO'S SALVAGE - DAY

The gang is watching on the TV... Freaking out ... ANGLE - KIP. He
slips out of the place. No one's noticed him go...

EXT. FREEWAY - TOLL BOOTH

ahead. Eleanor crashes the gate going 98, to borrow a
phrase. But he' s driving too close to the shoulder, and he
SMASHES INTO A LIGHT POLE -- ! The car does a 180 ...
Landing with a horrible THUD ... And here come the cops ...

Memphis is wobbly... Looks like he's almost through. Thirty cop
cars idle behind him...

                        POLICE DISPATCH (O.S.)
           Attention: suspect has T.A.'d with light
           pole at the Carson Street offramp ... 
           Pursuit has terminated... And Chuck Berry 
           has come to an And Matty obliges with
           Golden Earring's "Radar Love" ... And
           this seems to rouse our boy... Because he
           gets her started again ...

                        MEMPHIS
           Thanks, brother

Spins her around... And goes

                        POLICE DISPATCH (O.S.)
           That is negative. Pursuit has not
           terminated. Repeat: not terminated.

CASTLEBECK AND DRYCOFF

climb back into their car ...

                        DETECTIVE DRYCOFF
           Who is this friggin' guy -- ?

CLOSE ON - CASTLEBECK. Because he's got a sick feeling who.

ELEANOR

takes an exit ... And speeds on through the with everyone in
pursuit ...

                        POLICE DISPATCH (O.S.)
           Attention all units. Road block being
           set up at the eastern terminus of the
           Long Beach Harbor Tunnel. Use caution.

EXT. HARBOR TUNNEL EASTERN TERMINUS

It's quite a road block. A DOZEN SQUAD CARS. A WOODEN BARRICADE
... The whole shebang...

EXT. TUNNEL - ELEANOR

eating asphalt ... Coming to the tunnel's mouth ... To the road
block ... Memphis pins her ... ZOOOOOM! Dead-on to the roadblock
... And, at the last moment, as the COPS dive out of the way --

Memphis bangs the gear shift into neutral -- And yanks the parking
brake -- And the mustang spins on the straight --(and yes, this is
exactly like our opening) Screeching spin ... It stops inches from
the road block ...

Beat ... Thirty squad cars stop behind him ...

                        POLICE DISPATCH (O.S.)
           All units. Pursuit has been
           terminated. Repeat: pursuit has
           been terminated at Harbor Tunnel
           Eastern Terminus --

Sure it has. Memphis' foot SLAMS ON Eleanor's pedal ... SMASHING
THROUGH THE ROADBLOCK... Cars and cops flying ... And the Dispatch
guy is getting pissed.

                        POLICE DISPATCH (O.S.)
           Check that, all units. You guessed it.
           Pursuit has not been terminated. Jesus
           Christ, will you catch this guy?

EXT. LONG BEACH BRIDGE

A huge suspension bridge spanning the harbor ... Except that on
the Long Beach side, therehas been a terrible ACCIDENT ... An
eleven-car PILE UP ...

                        PARAMEDIC
           This is Rescue 2... We're at a scene of an
           11-car collision with multiple injuries,
           responded to Ladder truck Code 3 ...
           We'll need back-up and The Jaws of Life...

Paramedics ... RAMP TRUCKS hauling away wrecked cars ... Fire
engines ... Bloodied VICTIMS ...

EXT. CITY STREETS - ELEANOR

takes it on through the vast construction underway here ... And
here's our money shot: Eleanor. On Route 33. COMING AT US ...
Followed by, literally, 20 POLICE-CARS ... Could be just about the
coolest fucking thing we've ever seen... But before we have time
to gloat:

                        POLICE DISPATCH (O.S.)
           All units. Suspect vehicle has
           left The Harbor Tunnel roadblock...
           State Police advises they have
           a multiple T.A. on the Long Beach
           Bridge... Accident is unrelated
           to Long Beach P.D. pursuit... Repeat
           unrelated to Long Beach P.D. pursuit.
           The area is closed except to
           emergency vehicles. Suspect is headed
           in that direction. Use caution in that
           area. Repeat: use caution in that
           area ...

THE LONG BEACH BRIDGE

Southbound traffic on the bridge (into Long Beach) is at a 
stand-still because of the accident... The Northbound side of the bridge
is EMPTY... Northbound traffic stopped at the accident ...

Memphis comes to a stop 100 feet before the accident ... There is
no way past it, onto the bridge ... All the cops behind him come
to a screeching halt. He is truly trapped.

DETECTIVE DRYCOFF

is thrilled ...

                        DETECTIVE DRYCOFF
           Gotcha now, dickhead --

But Castlebeck's not so sure ... He sees a possible play... So
does

MEMPHIS

Heavy sigh... He shuts off the radio ... And there's a strange
SILENCE... As everyone waits ... Watches ...

QUICK CUTS TO --

-- Matty In The Morning -- The gang at Otto's -- The Carpenter in
his wood shop -- Helen Raines, in front of her TV -- The chopper
cops -- Paramedics, cops, injured motorists, fire men --
Castlebeck and Drycoff... BACK TO

MEMPHIS RAINES AND ELEANOR...

Another few beats of silence ... Everyone watching ... He punches
the gas... Ripping down to the accident site... Heading straight
for it ... And we fear he aims to smash the site, maybe further
injure the accident victims -

Not our Memphis ... He's heading straight for

THE RAMP TRUCK

parked ass-end toward Long Beach ... Ramp down ... Memphis rockets
Eleanor at the ramp truck's ramp... Straight on ... And the ramp
LAUNCHES ELEANOR in glorious super-sexy-bloodpumping SLO-MO OVER
THE ACCIDENT SITE some thirty feet in the air ... Evel-style ...

                        DETECTIVE DRYCOFF
           You gotta be fucking kidding me --

Where she lands in a crippling thud... Onto the EMPTY side of the
Long Beach Bridge... Cheers from the gang at Otto's ... The gang
at KISS-108 ... Memphis pulls her to a stop... Looks back at the
scene ...

Castlebeck squints ... Trying to see if it's his boy... Memphis
switches the radio back on ... Matty has obliged... Wilson
Pickett's "Mustang Sallyo ... And Memphis drives over the bridge,
the only car going northbound... Memphis rides, daddy, rides ...

INT. WOODBURN CONSTRUCTION - FRONT OFFICES - DAY

A half-dozen Calitri SOLDIERS are here, answering phones, playing
cards.

INT. WOODBURN CONSTRUCTION - WORKSHOP

The sliding door is open. The CASKET for Kip rests to the side ...
Calitri uses a router to make a rabbet along the bottom frame of a
plywood gossip bench. He senses something and turns to

THE LOADING DOCK - MEMPHIS

has driven up in the smashed-to-shit Eleanor ... He climbs up,
entering the workshop... Calitri glances to the wallclock: 7:55
AM...

                        CALITRI
           Well, well. You've caused quite a ruckus ...

                        MEMPHIS
           This is number 50. We did it. It's
           over Where's the money ?

                        CALITRI
           Right there -

He gestures to a Haliburton case ... Memphis opens it ... There's
a lot of cash inside...

                        CALITRI (cont'd)
           200 K. Just like we said ...

                        MEMPHIS
           You should never have gotten my brother and
           his friends involved ...

                        CALITRI
           But I had to. It was the only way to
           get to you --

Memphis looks at him... Calitri smiles ...

                        MEMPHIS 
           Well, now, he's clear. And you'll stay away
           from him...

                        CALITRI
           I don't know about that, Randall.
           He did such a good job on this paper.
           And another one just came in ...

Calitri goes to the FAX machine... Tears off the sheet..

                        CALITRI (cont'd)
           It's an easier take. 30 cars. Two
           weeks. Most of them SUVs. Going to
           Russia. Think Kip'll be interested?

                        MEMPHIS
           You don't want to even sniff at that --

Calitri grins. But then his smile goes south, as he sees, for the
first time -- ELEANOR -- parked out on the loading dock. And she
is smashed-to-shit.

                        CALITRI
           Well, that certainly won't do.

                        MEMPHIS
           What do you mean -- ?

                        CALITRI
           Look at it. I can't very well make
           delivery of that thing ...

                        MEMPHIS
           You got no choice. It's over.

                        CALITRI
           Fifty cars. Fifty cars by 8 AM
           Friday. Or Kip goes in that box.
           That was the deal ... Goddamn, it ...
           That was the deal ...

Memphis is by a TABLE SAW... He flicks it on. The electric MOTOR
rumbles, so as to obfuscate, any noise in here ...

                        CALITRI (cont'd)
           What are you doing -- ?

                        MEMPHIS
           Tell you what I'm not doing: I'm not
           gonna let you get into my Kool Aid...

And Memphis is on him... They go rolling about in grunts and
groans - eddies of sawdust swirling - the NOISE of the table saw
drowning out the sounds of combat ...

Calitri is on top, grabbing an AWL from the floor, bringing the
lethal point down to Memphis' face... Memphis holds Calitri's
wrist, straining, the point inches from his eye

ANGLE - FLOOR SOCKET - right above Memphis' head. With a last
gasp, Memphis misdirects the awl so it STABS THE FLOOR SOCKET - a
small CLAP OF VOLTAGE shaking through their bodies, as they sprawl
akimbo ...

Both men are momentarily paralyzed as the electricity sorts itself
out inside of them... Calitri is up; and he's found the gun ...

He crawls over to Memphis, climbing on him, sitting down hard on
the younger man's chest ... But then Memphis grabs him by the hair
and tosses Calitri off him ... Memphis POUNDS Calitri's head into
the floor ...

Once, twice. Three times. Calitri is out ... Memphis gets to his
feet, nose bloody. He catches his breath. Only the door opens ...
And Atley is there ...

                        ATLEY JACKSON
           Jesus, man ... What'd you do?

                        MEMPHIS
           My version of "take this job and shove
           it..."

                        ATLEY JACKSON
           Are you crazy? You throw down with The
           Carpenter? You got a grudge against
           your life?

But before Memphis can respond, there are APPROACHING ENGINE
SOUNDS from up the alleyway -- as A PANEL VAN arrives. Memphis and
Atley look at the wall-clock. 8:05. A glance to the unconscious
Calitri ...

                        ATLEY JACKSON (cont'd)
           Now you done it. And with you
           gone - who'll save Kip the next
           time ... ?

                        MEMPHIS
           This is all about there not being
           a next time, Atley --

And the two men hold the look... And the van doors slam, as Digger
and Butz, Calitri's grave-diggers, get out ... Atley goes to the
unconscious Calitri ... And he picks him up, straining under the
dead weight ... Dragging the don over to

THE OPEN CASKET - One final burst of strength and Atley drops
Calitri into the casket... Slamming the swell top lid of the
coffin. He turns to look at the shocked Memphis -- As Digger and
Butz are there -

                        ATLEY JACKSON
           Hello, boys -- !

                        DIGGER
           Hey! What happened? Did they make it

                        ATLEY JACKSON
           They did not. A tragedy.

                        DIGGER
           Mr. C. around?

                        ATLEY JACKSON
           He's napping. He said to take it away...

Atley gestures to the coffin. And they pick it up, move it to the
van...

                        DIGGER
           That'll do ya. Tell Mr. C. we was by.

                        MEMPHIS
           Absolutely.

And they are gone ... And Atley turns to Memphis

                        ATLEY JACKSON
           Ding Dong The Witch Is Dead, right?

                        MEMPHIS
           Point-five ...

And he holds out his hand ... And they shake ...

                        ATLEY JACKSON
           Get outta here, Memphis --

And Memphis does ... Nods to Atley...

                        MEMPHIS
           Thank you...

Atley nods ... Memphis walks out to the loading dock... Atley
watches him go ...

                        ATLEY JACKSON
           Hoo-boy.

EXT. CALITRI'S WORKSHOP - LOADING DOCK

Memphis walks to the battered Eleanor ... As Pearl Jam's
"Rearviewmirror' crunches and a CAR comes motoring up to him. It's
ANOTHER 167 SHELBY. ANOTHER ELEANOR, a "For Sale" sign pasted on
the back window. It's being driven by Kip...

                        MEMPHIS
           What are you doing here?

                        KIP
           I saw her get smashed-up on the TV.
           Knew there was no way he was gonna
           accept her ...

                        MEMPHIS
           Where'd you find this one?

                        KIP
           Ya gotta keep tabs on your "Eleanors",
           Memphis. Cos you never know when
           you're gonna need one --

                        MEMPHIS
           You boost her -- ?

                        KIP
           Hell, yeah. She's not my unicorn.

                        MEMPHIS
           Move over ...

Kip does. Memphis gets behind the wheel. Drives...

EXT. LONG BEACH BOULEVARD - DAY

Memphis drives... Kip beside him...

                        MEMPHIS
           You okay -- ?

                        KIP
           I dunno ... I keep thinking about
           him.

Memphis nods. But then FLASHING LIGHTS behind them ... An UNMARKED
with Code 3 capabilities - lights & sirens ... Memphis considers
... He could make another run ... But the looks at Kip... Enough
is enough ... He pulls over ...

                        KIP (cont'd)
           What are you doing? You can outrun
           him...

                        MEMPHIS
           It's over. The dumb shit is over ...

The unmarked pulls up behind him... The cop comes over ... It is,
of course, Detective Castlebeck.

                        DETECTIVE CASTLEBECK
           I know you.

                        MEMPHIS
           You know my back.

Castlebeck opens his coat... Showing stuffed holster ...

                        DETECTIVE CASTLEBECK
           It's finished, Randall. Get out of
           the car... You, too, kid...

Memphis starts to get out. When Castleback's RADIO crackles.

                        RADIO (O.S.)
           We have suspect vehicle matching description
           at the Woodburn Scrap and Metal ... Repeat:
           the suspect vehicle has just been
           apprehended at the Woodburn Scrap and Metal,
           190 Street and Campanza ...

Castlebeck frowns, goes to his radio. Memphis looks at Kip.

                        KIP
           I reported it ...

Memphis is impressed...

                        MEMPHIS
           Not bad

ANGLE - CASTLEBECK at his car, on the radio ...

                        DETECTIVE CASTLEBECK
           Dispatch, what's the license on
           the suspect vehicle... ?

                        RADIO (O.S.)
           License is California 6-1-4 HSO. Repeat:
           California. 6-1-4 Henry Sam Ocean.

And Castlebeck looks at the license on this Eleanor... A vanity
plate that says - MY 67 ...

                        DETECTIVE CASTLEBECK
           10-4.

And he goes back over to Memphis ...

                        DETECTIVE CASTLEBECK (cont'd)
           Looks like we live to fight another
           round. You're free to go ...

Memphis can barely believe it. Castlebeck leans down, to Kip:

                        DETECTIVE CASTLEBECK (cont'd)
           Your brother's a clever man and a
           talented thief, Kipling. But as role
           models go, you should observe the man,
           not the thief ...

                        KIP
           Yes, sir ...

Castlebeck sighs...

                        MEMPHIS
           Don't look so glum, Detective. It's a
           beautiful day, the birds are singing,
           and there's a container ship on
           Pier 14, that's guaranteed to bring you glee ...

Castlebeck nods ...

                        DETECTIVE CASTLEBECK
           I want you gone, Randall. Settle your
           affairs. Make it right with those you
           love. Hell, take 'em with you. But I
           want you out of here. Out of here for
           good this time ...

                        MEMPHIS
           Consider me gone, Detective --

                        DETECTIVE CASTLEBECK
           I'll catch you later, Randall --

                        MEMPHIS
           Double-meaning intended --

                        DETECTIVE CASTLEBECK
           You betcha --

And Memphis races off ...

EXT. OTTO'S SALVAGE - DAY

Otto, The Sphinx, Tumbler, Freb and Mirror Man are sipping coffee
and eating donuts ... They are exhausted... Memphis and Kip pull
up in Eleanor... He hands Otto the briefcase. Otto opens it... All
that cash...

                        MEMPHIS
           Split it up. Any word on Donny?

                        OTTO
           He's gonna be okay. Could do a bit.

                        MEMPHIS
           What happened to Sway?

                        OTTO
           She left...

He nods ... The boys are huddled together...

                        MIRROR MAN
           Poor Toby, man...

A few beats of silence as they remember; then shockingly:

                        THE SPHINX 
           If his premature demise has, in some way,
           enlightened the rest of you as to the
           grim finish below the glossy veneer of
           criminal life, and inspired you to change
           your ways, then his death carries with it
           an inherent nobility. And a supreme
           glory. We should all be so fortunate.
           You can say 'Poor Toby." I say: "Poor us.."

They all stare at him, stunned...

                        FREB
           You spoke

The Sphinx shrugs...

                        TUMBLER
           Say something else, man

But The Sphinx lapses back into his silence ... Nibbles a donut
... Sips coffee ... Memphis smiles ... He takes a stack of bills
from the briefcase... To Kip:

                        MEMPHIS
           You remember where you got this
           Eleanor -- ?

                        KIP
           Sure, man --

                        MEMPHIS
           She's for sale. They're asking forty thousand.
           Give 'em sixty ...

And he hands Kip the cash ...

                        KIP
           You want me to buy her?

                        MEMPHIS
           Shocking, huh? We're clear now. It's done.
           I've never actually paid for a car. I want
           to see what it feels like

Kip nods ... Memphis looks at a grinning Otto ...

                        OTTO
           Dinosaurs. All of us. The Ice Age is
           now...

                        MEMPHIS
           I'll see you soon --

                        KIP
           Where you off to -- ?

                        MEMPHIS
           Thought I'd go for a ride -

He smiles. The others do, too. Memphis heads for Eleanor.

                        KIP
           Hey, Memphis -- ?

Memphis turns back...

                        KIP (cont'd)
           I'll see you, right?

Memphis nods ...

                        MEMPHIS
           You'll see me ...

And we PRE-LAP Sammy John's "Chevy Van" and CUT TO:

INT. BACCHIOCHI'S FOREIGN MOTORS - DAY

Sway, underneath a Daytona... We only see her from the waist down
... Hands on her waist ... Pulls her gently out. Memphis. He
brings her to her feet ...

                        SWAY
           What are you doing... ?

                        MEMPHIS
           Seeing if you wanted to go for a ride?

And he uses a rag to tenderly wipe a small black smear of oil from
her cheek...

                        SWAY
           I can't. I got a back load of repairs
           and one of the mechanics called in
           sick and I haven't slept and--
                 (stops short; sees the new Eleanor
                  outside)
           Where to -- ?

                        MEMPHIS
           I dunno. I know a place.

She looks at him... Long and hard...

                        SWAY
           This time it's for real?

                        MEMPHIS
           Oh, yeah. For real, point-five.

EXT. BACCHIOCHI'S - DAY

And Memphis opens the passenger door for her ... And she gets
in... And she smiles ... And Memphis climbs behind the wheel. He
neutral-drops Eleanor, chirping off ...

EXT. CONTAINER SHIP - LONG BEACH HARBOR - DAY

As two TUGS guide the giant freighter away from the docks ... All
those containers ... Filled with cars ... But here comes a COAST
GUARD CUTTER ... Churning for the ship ...

Detectives Castlebeck and Drycoff on the deck ... Stopping this
one cold...

EXT. LANDFILL - RHODE ISLAND - DAY

A vast expanse of trash and garbage and layers of earth. Deserted,
except for THE PANEL VAN parked dead center. Digger and Butz slide
the casket from the van, parked before an ALREADY DUG GRAVE.

As they move the casket, a KNOCKING from inside. A POUNDING. And
muffled CRIES. Digger and Butz exchange a horrified glance... They
stare at the casket, spooked.

                        BUTZ
           Do you believe this?

                        DIGGER
           What should we do?

                        BUTZ
           We gotta do what we gotta do --

                        DIGGER
           Shit. I hate the screamers, man. Why
           can't he finish the freakin' job?

                        BUTZ
           Forget about it. Occupational hazard,
           Digger. C'mon...

And just as we think they're sure to open it -- they DROP THE
CASKET INTO THE HOLE -- !

And begin to dump shovelfuls of earth upon it; its unseen occupant
thumping and pounding and yelling -- And soon the casket is
covered in dirt. Gone.

And we PRE-LAP The Turtles' pop gem "Eleanor" ("You got a thing
about you/I just can't live without you/I really want
you/ Eleanor near me...")  CUT TO:

EXT. THE 405 FREEWAY NORTH - ELEANOR - MOVING - DAY

Memphis driving. Sway riding shotgun. Long Beach at their backs
... Memphis looks quite enthralled behind the wheel... He loves
driving this car. Sway watches him. He feels it --

                        MEMPHIS
           What -- ?

                        SWAY
           Nothing. Just that if I was less
           secure, I might think you were more
           into Eleanor than you are me...

                        MEMPHIS
           She does have one thing you don't.

                        SWAY
           What's that?

                        MEMPHIS
           Bench seats.

And he grins ... Pats the seat beside him... And Sway slides
close... He throws his arm around her ...

And off they go ... As The Turtles' ("Eleanor/Gee, I think you're
swell/And you really do me well/You're my pride and joy, etc.")
SING ON... And we hear:

                        MEMPHIS (O.S.)
           You like bingo -- ?

And Eleanor drives away from us ... Into the searing horizon line
... Becoming just another single, yellow dot in the pointillist
pattern that is the American road.
THE END