Mission: Impossible (1996)
by Robert Towne.
Final shooting script, 16th August 1995.
More info about this movie on imdb.com

INT. KIEV APARTMENT - NIGHT

We're in a large closet.  JACK KIEFER, an athletic American
in his late thirties wearing a headset, is wedged into a
corner, staring at a television screen.

The television shows a surveillance view of the living room
that lies outside the confines of the closet.  The TV image
is in black and white.  JACK shifts, trying like hell to get
comfortable but he's been there a while

ON THE SCREEN

A bare bulb shines down on the contents of a shabby hotel
room.  Directly under the blub a man, GENNADY KASIMOV, sits
in a straight backed wooden chair in his blood-stained T-
shirt.  There are a couple of THUGS and a stray HOOKER in the
room behind him.  A legend:

                 KIEV

KASIMOV is sobbing.  Uncontrollably.  A MAN enters the room,
ANATOLY, an imperious Russian in his forties, a Russian
godfather.  The THUGS and HOOKERS are ushered out.  ANATOLY
looks down at KASIMOV pitiously and urges him to go and sit
by him in a chair he picks up for him.  KASIMOV does as he is
bid, looking gratefully up at ANATOLY.  They speak in Russian
which is subtitled.

                 ANATOLY
       Kasimov, Kasimov, good that you called
       us.

                 KASIMOV
            (sobbing)
       I don't remember what happened!  We were
       at the bar, drinking, laughing -- having
       fun.

ANATOLY gets up out of the chair and goes to a bed across the
room.  A WOMAN lies half under the sheets.  She's lying in an
unnatural position on the bed, and the sheets are smeared
with blood.  She's dead.  ANATOLY lifts her eyelid.

                 KASIMOV
       I don't even know how I got here.
       I swear, Anatoly, I never touched her!  I
       didn't lay a finger on her.

ANATOLY moves away from the WOMAN.

                 ANATOLY
       Kasimov.  Don't flounder.

IN THE CLOSET

JACK, impatient, checks his watch. 

                 JACK 
       Jesus, she's been under too long.  Come 
       on, come on! 

ON THE SCREEN 

                 KASIMOV 
       You're the only one who can help me. 

Desperately he tugs at ANATOLY'S jacket.  But ANATOLY hits 
his hand away and smacks him around the head. 

IN THE CLOSET 

JACK reacts. 

ON THE SCREEN

ANATOLY bends close to KASIMOV. 

                 ANATOLY 
       C'mon, c'mon, tell the truth...c'mon. 

                 KASIMOV 
       They'll kill me. 

ANATOLY paces up the room, away from KASIMOV. 

                 ANATOLY 
       You asked for my help.  You asked for my
       help...come on... 

                 KASIMOV
       You're right, of course. 

IN THE CLOSET 

JACK leans forward. 

                 JACK 
       The name pal...give us the name. 

ON THE SCREEN 

                 KASIMOV 
       The contact in Minsk..the contact in 
       Minsk..works in a travel agency. 

IN THE CLOSET 

                 JACK 
       Come on! 

ON THE SCREEN 

                 ANATOLY 
       Come on! 

                 KASIMOV 
       His name is.....Dimitri Miediev. 

                 ANATOLY 
       Dimitri Miediev...Dimitri Miediev... 

IN THE CLOSET 

                 JACK 
       Got him. 

ON THE SCREEN 

Back on screen, ANATOLY places a hand on KASIMOV'S shoulder
as if he had just anointed him. 

IN THE CLOSET 

In the closet, JACK types the name into a computer and cross 
checks -- "MIEDIEV" comes up, then "posting/American 
consulate/Kiev." 

JACK turns and nods to a WHOREHOUSE WAITRESS in costume in 
the closet next to him, dressed in traditional Russian tunic 
and virtually no bottom.  She quickly leaves. 

INT. SHABBY ROOM - NIGHT

We enter the room for the first time as the WAITRESS does. 
She's carrying a tray with a bottle of vodka and two shot 
glasses. 

                 ANATOLY 
       Now, we drink. 

He pours them out and hands one to KASIMOV. 

                 ANATOLY (CONT'D) 
       To friends. 

                 KASIMOV 
       Yes, Anatoly, yes. 

                 JACK 
       Cheers. 

He drinks.  He blinks.  Something felt funny about that. 
Dizzied, KASIMOV swoons and passes out on the floor. ANATOLY 
moves to the closet door and opens it. 

IN THE CLOSET 

ANATOLY reaches up to his face --

--and tears away a mask of flesh.  He's no middle aged 
Russian mobster, he's ETHAN HUNT, an American in his early 
thirties.  He gestures to KASIMOV contemptuously.  JACK hands 
ETHAN a hypodermic kit and he goes quickly back into the 
room. 

                 ETHAN 
            (in English now) 
       Get rid of this scum. 

Immediately, there is activity, and PEOPLE everywhere.  TWO 
OTHERS come into the room and carry KASIMOV out. 

ETHAN goes quickly to the body of the dead woman. He cheeks 
the pulse in her neck, shines a penlight in her eye. He 
strips the adrenalin kit and jabs the long needle into the 
dead woman's thigh.  He checks her pulse again, checking a 
stopwatch.  In about ten seconds, the woman's eyes open. 

CLAIRE is her name, a French woman of thirty or so. She half 
rolls over, GROANS, and wipes some of the blood from her 
mouth. 

                 CLAIRE 
       Did we get it? 

                 ETHAN 
       We got it.  On your feet. 

                 CLAIRE 
       I want to sleep.  Can I sleep here. 

                 ETHAN 
       Walk, just walk.  Start walking. 

                 CLAIRE 
       I'm walking. 

                 ETHAN 
       Talking's good, walking's better. 

                 CLAIRE 
       Sleeping's better. 

Meanwhile, MEN in overalls take apart the room.  The ceiling 
lifts right off the walls, and the walls themselves start to 
come down, revealing the "hotel room" to be an elaborate set 
in the middle of an empty warehouse. 

JACK comes into the room from the closet.  He hands CLAIRE 
her jewelry, including a watch and a wedding ring.  ETHAN 
stops what he's doing, noticing.  She looks up at him 
questioningly. 

                 CLAIRE 
       Are you all right Ethan.  What's wrong
       with you? 

                 ETHAN 
       If you're gonna do this again Claire, 
       It's not gonna be on my watch. 

                 CLAIRE 
       Oh yeah? 

JACK comes into the room from the closet.  He hands CLAIRE 
her jewelry, including a watch and a wedding ring.  ETHAN 
stops what he's doing, noticing.  She looks up at him, 
questioningly. 

                 JACK 
       Claire. 

                 ETHAN 
       Jack. 

She almost unconsciously slips the wedding ring onto her 
finger.  ETHAN notices.  He turns and SHOUTS to the room at 
large. 

                 ETHAN
       IS THERE ANY PARTICULAR REASON WE'RE NOT 
       OUT OF HERE YET?! 

                 JACK 
       Just waiting for you, tubs. 

He walks across the room and out the door.  CLAIRE, worried, 
clutches her hands together, glancing down at her wedding 
ring. 

We move in on it --

                                                   CUT TO: 

INT. JET - DAY

-- and come out on another wedding ring, this one on a MAN's 
finger. One of several he's drumming on an arm rest in the 
plush first class cabin of a commercial airliner.  He shoves 
some money into his wallet, and as he does so we catch a 
fleeting glimpse of a photograph of CLAIRE. 

The pilot's voice makes an announcement. 

                 VOICE (O.S.)
       Ladies and gentlemen, we have leveled off 
       at our cruising altitude of thirty-eight 
       thousand feet-and we should be arriving 
       in Prague right on schedule. 

A FLIGHT ATTENDANT makes her way between the seats, passing 
out menus. 

                 FLIGHT ATTENDANT 
       Would you like to watch a movie Mr Rosen? 

A passenger takes one.  The ATTENDANT continues on. 

                 FLIGHT ATTENDANT 
                 (CONT'D) 
       Would you like to watch a movie Mr 
       Phelps? 

The MAN with the wedding ring looks up.  JIM PHELPS is in his 
mid-forties, good-looking, intense.  He's a tired man, and 
not just now, it's a profound fatigue.  He looks up at the 
ATTENDANT and smiles warmly. 

                 PHELPS 
       No, I prefer the theatre.  

A look crosses the FLIGHT ATTENDANT'S face; her tone becomes 
stilted. 

                 FLIGHT ATTENDANT 
       Would you consider the cinema of the
       Ukraine? 

                 PHELPS 
       Perhaps you'd choose one for me. 

The ATTENDANT turns and walks away.  PHELPS sits back, shakes 
a cigarette out of a pack, and taps it nervously on the 
armrest. 

AT THE FRONT OF THE CABIN.

The FLIGHT ATTENDANT opens a case loaded with video 8 
cassettes of feature films.  She opens a panel in the top of 
the case and withdraws a tape hidden back there. 

BACK AT PHELPS' SEAT

The ATTENDANT returns with the tape and hands it to PHELPS. 
He takes it without a word and she moves on. 

PHELPS reaches down and turns a lever on the support between 
his seat and the empty one beside him. He flips up a small 
movie screen and angles it toward himself, away from the 
other passengers. He puts on a headset, opens a door in the 
armrest, and puts the tape in. 

He presses play.

ON THE TAPE, 

the image of a man comes on.  EUGENE KITTRIDGE is fortyish, 
but seems permanently stuck in the Nixon era -- horn rimmed 
glasses, short short haircut, rather be caught dead than 
tieless.  But if he catches your eye, he will never, ever 
look away.  He's seated at a desk, looking into the camera. 

                 KITTRIDGE 
            (on the tape) 
       Good morning, Mr. Phelps.  The man you're 
       about to see is Aleksander Golitsyn -- 

The screen winks and shows an image of GOLITSYN, a burly man 
in his forties.  The image is herky-jerky videotape, 
presumably taken from a concealed camera as GOLITSYN walks 
down a foreign street. 

                 KITTRIDGE (O.S.) 
       -- a former KGB Line X officer now 
       working the international black market 
       selling intelligence.  This morning, we 
       learned that Golitsyn has stolen one half 
       of a CIA NOC list, the list of our non- 
       official cover agents working in Eastern 
       Europe. 

The screen shows an image of what such a list might look 
like, code names and other information scrolling by on a 
computer screen at high speed. 

                 KITTRIDGE (O.S.) 
       For security reasons, the NOC list is 
       divided into two encoded halves. 
       Golitsyn already has the cryptonym 
       portion, which contains agent code names 
       and targeting areas.  This portion is 
       useless unless combined with the second 
       half -- the true name list that is kept 
       in the CIA station in our Embassy in Prague. 

The Embassy itself comes on screen, a beautiful old building 
at the base of the Charles Bridge, which spans the Vltava 
River. 

                 KITTRIDGE (O.S.) 
       We believe Golitsyn plans to steal the 
       true name list at an Embassy function 
       tomorrow night.  Your mission, should you 
       decide to accept it, is to obtain 
       photographic proof of the theft, apprehend 
       those involved, and return the stolen 
       list.  I don't have to stress the 
       importance of this matter, Jim.  We're 
       keeping it internally black. Because of  
       its urgency, I've already sent to Prague 
       a team selected from your usual group. 

Still photographs come on screen, some of which we're already 
seen -- JACK KIEFER, CLAIRE and ETHAN. 

                 KITTRIDGE (O.S.) 
       Ethan Hunt will of course be your point 
       man, as usual.  He's in Kiev; we're 
       getting word to him now. 

INT. JET - DAY

PHELPS sits back in his seat, closes his eyes, and rubs his 
tired brow.  KITTRIDGE himself comes back on the tape. 

                 KITTRIDGE (O.S.) 
       As always, should you or any member of 
       your IM force be caught or killed, the 
       Secretary will disavow all knowledge of 
       your actions.  This tape will self- 
       destruct in five seconds.  Good luck, 
       Jim! 

PHELPS inhales deeply -- 

-- the tape in the armrest starts to smolder, sending up a 
plume of wispy smoke -- 

-- and PHELPS exhales, concealing the plume in a cloud of 
cigarette smoke. 

                                                   CUT TO: 

EXT. PRAGUE SAFE HOUSE - DAY

SARAH and HANNA, a German woman in her mid-thirties enter. 
Another legend: 

                PRAGUE 

INT. SAFE HOUSE - PRAGUE - DAY 

The IMF team's safe house is a sparsely furnished Prague 
apartment with a panoramic view of the city. 

The IMF team is scattered around the room. Sketches, pads, 
overfilled ashtrays and equipment are strewn everywhere. 
JACK and SARAH seated next to each other - JACK demonstrating 
the VISCO glasses to her.  CLAIRE is seated opposite JACK at 
the computer.  JIM and ETHAN are in the kitchen.  HANNAH 
taking a roll of black-out curtain through the room. 

                 JACK 
       Look to your right, then back to me. 
       There's a camera built right into the 
       bridge.  Whatever you see it sees and 
       transmits it back here.  Can you hear me?

                 SARAH 
       Of course I can hear you. 

                 JACK 
       No, in your...ear piece. You have a 
       lovely smile (eyes). Can you hear me 
       now? 

                 SARAH 
       Loud and clear. 

                 JACK 
       What's going on? 

                 SARAH 
       I don't know. 

                 JACK 
       Why don't you take a look? 

                 SARAH 
       Jack...that's spying. 

                 JACK 
       That's what we do isn't it? 

                 SARAH 
       Jack you're so wicked. 

                 JACK 
       Too wicked to have a drink later? 

                 SARAH 
       I think I might just take that look. 

ETHAN and JIM PHELPS are in a heated conversation. 

                 ETHAN 
       Yeah, well, Jim, fact is I've got more 
       than ninety days leave coming. 

                 PHELPS 
       A hundred and sixty-seven, I think it is. 
       Take it all, if you want.  After this one. 

                 ETHAN 
       I thought I'd take some now. 

                 PHELPS
            (quietly, to Ethan) 
       What the hell's made you decide to take 
       your leave at the worst possible time? 
       Claire's in a weird mood too. 

                 ETHAN 
       Oh?  What's the problem? 

                 PHELPS 
       I don't know, I had to go to Chicago 
       again.  You were in Kiev.  You tell me. 

                 ETHAN 
       Tell you what? 

                 PHELPS 
       When you started noticing your short term 
       memory loss.  What the problem was you 
       and Claire had in Kiev? 

                 ETHAN 
       What problem? 

                 PHELPS
            (laughs)
       Ah, God, forget it.  What are we talking
       burnout here?

                 ETHAN 
       I guess. 

                 PHELPS 
       Ethan, you can't burn out. 

                 ETHAN
       Why not? 

                 PHELPS 
       Because I can't afford it. And because 
       you'd burn up before you'd burn out. 

CLAIRE, who is at the computer behind them, somehow seems to 
be the reference point in the following exchange: 

                 ETHAN 
       How was Chicago? 

                 PHELPS 
       Wonderful.  Ran into a convention of auto 
       dealers at the Drake Hotel.  You hear the 
       one about the astronaut who comes back 
       from the first manned flight to Mars 
       after two years?  His wife's got a year 
       old kid.  So he says "All right.  Who was 
       it?  My friend Harry?"  She says no. "Oh,
       it was my friend Sammy."  She says it 
       wasn't Sammy.  "Oh, I suppose it was my 
       friend Lou."  "No, what's the matter, 
       don't you think I have any friends of my 
       own?!" 

PHELPS laughs.  ETHAN doesn't.  The back of CLAIRE'S head is 
in his line of sight. 

                 PHELPS (CONT'D) 
       Boy, you really are grim. Come here, 
       take a look. 

He leads ETHAN to the window, which overlooks the city. 

EXT. PRAGUE - DAY 

ETHAN's POV of Embassy. 

INT. SAFE HOUSE - DAY

ETHAN nods. 

                 PHELPS (CONT'D) 
       Beyond Charles Bridge there is our 
       Embassy.  See it?  Tomorrow night, if 
       anything goes wrong, this guy will steal 
       the names of our agents in every country 
       all over Eastern Europe.  Up for grabs to 
       the highest bidders -- third world 
       terrorists, arms dealers, drug lords -- 
       any and everybody who'd love to get rid 
       of long term coverts like us, and some 
       very dear friends among them.  If they're 
       exposed, they'll be executed.  Come over 
       here.  Take a lock at this. 

CLAIRE, who is working at a computer, has pulled up a 
quicktime video image in a box on her screen.  In it, an old 
edition of the McLaughlin Report, the PBS news show, is 
playing. 

ETHAN is distracted by it. 

INSERT - TELEVISION

SENATOR WALTZER, a bearded, bespectacled man in his forties, 
is holding forth: 

                 SENATOR WALTZER 
       I'll go you one further.  I say the CIA 
       and all its shadow organizations have 
       become irrelevant at best and 
       unconstitutional at worst.  It's time we 
       throw a little light on the whole concept 
       of the Pentagon's "black budget."  These 
       covert agency subgroups have confidential 
       funding, they report to no one -- who are
       these people?!  We were living in a 
       democracy the last time I checked. 

BACK TO SCENE 

ETHAN looks back at JIM. 

                 ETHAN 
       You're going to use Walter? 

                 PHELPS 
       He's our guy. 

                 ETHAN 
       Isn't he chairing the Armed Services hearing? 

                 PHELPS 
       Not this week. This week he's flyfishing 
       at the Oughterard Slough in County 
       Kildare, with one of our best Irish guides. 

                 ETHAN
       He won't be back in a hurry? 

                 PHELPS 
       No, not in a hurry.  What do you think? 
       You think the plot'll work? 

                 ETHAN 
       Sure.  If the main character does. 

                 PHELPS 
       If you were me, Ethan, who would you
       trust to make him believable? 

JACK comes breezing in with a piece of bubble gum.

                 JACK 
       Sorry, am I interrupting?  

                 ETHAN
       Always. 

JACK shows the gum to ETHAN.

                 JACK 
       Stick of gum. If you come up against a 
       lock you can't pick -- 

Half the gum is red, the other half is green. 

                 JACK (CONT'D) 
       Red light.  Green light.  Mash them 
       together, asta lasagna.  Don't get any on 
       you -- you have five seconds. 

He offers the gum to ETHAN.

                 PHELPS 
       Are you gonna take it? 

CLAIRE glances up from the computer and catches ETHAN's eye. 
PHELPS may have caught the glance, but is focused on ETHAN. 

                 ETHAN 
            (relenting) 
       Give me the God damn gum. 

                 JACK 
       Just don't chew it. 

                 PHELPS 
       Thank you. 

                                                   CUT TO: 

EXT. AMERICAN EMBASSY - NIGHT

The American Embassy glitters beside the Vltava River.  Party 
at the Embassy tonight. 

INT. AN ELEVATOR SHAFT - NIGHT

JACK, wearing black coveralls and slightly odd-looking 
eyeglasses (they're called Visco glasses), enters an elevator 
shaft through a small door at the base of the wall.  He looks 
up the shaft, shining a flashlight until he finds what he's 
looking for -- 

-- a gray metal box, protruding from the wall one floor up. 

INT. SAFE HOUSE - NIGHT

PHELPS is at a table in the safe house apartment, watching 
the bank of monitors HANNAH wired together earlier. The 
monitors are alive now, showing various views of the inside 
of the Embassy, where the party is going on, and one view of 
the elevator shaft. 

PHELPS wearing an IMF headset and speaks into the mouthpiece. 

                 PHELPS 
       Ethan.  Jack's inside.  Window's open by 
       twenty-three hundred. 

INT. EMBASSY - NIGHT

Inside the Embassy, the party is a formal, tuxedoed affair 
that's in full swing on the second floor. 

SENATOR WALTZER, the man who was on TV, walks up a grand 
staircase, headed in.  An AMERICAN DIPLOMAT in a tuxedo 
hurries up to him. 

                 DIPLOMAT 
       How do you do, Senator, I'm Rand Housman, 
       the Ambassador's aide.  If I could just 
       steer you through the reception line here
       --

The DIPLOMAT pilots the SENATOR by one arm, guiding him to a 
reception line at the base of the stairs to the party. 

                 DIPLOMAT (CONT'D) 
       Allow me to introduce Jaroslav Reid, the 
       director of the National Gallery -- Petr 
       Brandl, the mayor of Prague -- 

SARAH, a very attractive young American dressed in an elegant 
gown, steps out of the reception line and shakes hands with 
WALTZER. 

                 SARAH 
       I bet you don't remember me, do you, Senator? 

                 SENATOR WALTZER 
       Of course I do.  How are you, Miss 
       Norman? 

He leans in and kisses her on the cheek, and as he does so 
SARAH whispers something in his ear. 

                 SARAH 
       He's in pocket.  Under the archway behind me. 

Her tone, her words -- we realize she's on the team. 

The SENATOR pulls a pair of Visco glasses from his pocket 
(and if we didn't know the SENATOR was ETHAN before, this 
confirms it), puts them on, and looks up, over her shoulder. 

UNDER AN ARCHWAY NEAR THE ENTRANCE, 

ALEKSANDER GOLITSYN, the Ukrainian, has just come in from 
outside. 

INT. SAFE HOUSE - NIGHT

PHELPS sees the SENATOR's point of view of GOLITSYN, through 
the glasses, broadcast back to PHELPS' monitor.  He speaks 
into his microphone. 

                 PHELPS 
       Sarah, mark the package and go to two. 

INT. EMBASSY PARTY - NIGHT

SARAH still has the SENATOR's attention. 

                 SARAH 
       Your advance team mentioned you'd want a 
       tour of the facility, so I've gone ahead 
       and set that up for you -- 

                 SENATOR WALTZER 
       Terrific.  Let's get going. 
            (to the Diplomat) 
       Will you excuse us?  

He slips an arm around SARAH and they walk off, not into the 
party, but the other way, toward a staircase that leads 
further into the Embassy. 

                 DIPLOMAT 
       Uh, sir? 

INT. ELEVATOR SHAFT - NIGHT                               

JACK climbs up the elevator shaft, towards the gray metal 
box.  He just begins to remove the cover when he hears a 
noise from above.  He looks up and sees the elevator above 
him descending. 

JACK quickly pulls himself flush against the wall. The 
elevator comes down adjacent to him and stops, pinning him 
to the wall. 

                 JACK 
       Great.  Come on. 

INT. EMBASSY PARTY - NIGHT 

As the SENATOR and SARAH pass behind the entering GOLITSYN, 
SARAH pulls a small bottle of perfume from her purse.  But as 
she sprays, she points it slightly to the left, missing 
herself and hitting the back of GOLITSYN'S head.  He never 
notices.  They move on and down the flight of stairs. 

INT. SAFE HOUSE - NIGHT     

JIM PHELPS monitors the Visco views of the party.  He looks 
to the fourth monitor and checks a view of the party, a jumpy 
one, as someone hurrying up stairs. 

                 PHELPS 
       Hannah.  He's marked.  Lets go. 

INT. EMBASSY PARTY - NIGHT

On a flight of stairs, HANNAH, dressed for the party and 
slightly out of breath, hurries up the stairs. 

                 HANNAH 
       En route. 

She also has a pair of Visco glasses, which she trains on the 
party below.  She pushes a micro switch on the side of her 
glasses, activating an electronic filter, which tints the 
lenses. 

                 PHELPS (O/S) 
       Hannah, pull the shade (or - Hannah go to
       night vision). 

HANNAH’S VISCO POV 

the party looks the same, but one head in the crowd stands 
out.  That head is GOLITSYN'S, his hair a fluorescent green 
where SARAH sprayed it. 

INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

The SENATOR (let's just call him ETHAN) and SARAH come down 
the stairs and pass a sign that says "Denied Area -- 
Political Attaches Only."  ETHAN checks his watch.  23:00. 

He nods to SARAH, they round a corner, and come to an 
elevator at the end of the corridor.  A sign in front of it 
says "Out of Order."  They head for it anyway. 

A MARINE GUARD appears from behind a side door, catching them 
by surprise.  

                 JACK 
       Governor's in position.  We have the elevator. 

                 GUARD 
       Excuse me, can I help you? 

                 SARAH 
       -- which leads directly to the Denied 
       Area, the only limited access area in the 
       whole facility. 

SARAH flashes an ID at the GUARD and keeps talking. 

                 SARAH (CONT'D) 
       As you can see. this area has both a 
       Marine guard and video surveillance, and 
       is strictly monitored at all times. 

She walks up to the thumbprint analyzer on the elevator bank 
and slides her thumb inside.  The panel lights up and flashes 
a message -- "ACCESS DENIED."  SARAH and ETHAN trade a look. 

                 SARAH (CONT'D)
            (covering) 
       Senator, don't you have a young man on 
       your staff named JACK? 

She tries the thumb again, Still no soap. 

                 ETHAN 
       Jack?  I believe we did have a young man 
       named Jack.  Not a reliable man, as I 
       recall.  Constantly late or behind in his 
       work. 

Now the GUARD, noticing that Sarah's not being allowed 
access, comes closer to them. 

                 GUARD 
       Excuse me, let me see that ID again! 

INT. ELEVATOR SHAFT - NIGHT

JACK is still pinned to the wall by the elevator, listening 
to their conversation. 

                 PHELPS (O.S.) 
       Jack's pinned down Sarah.  Should be a 
       second.  Keep dancing.  

                 ETHAN (O.S.) 
            (with the Senator's southern accent) 
       We were forced to tie him to my best 
       stallion and drag him around the barn a 
       few times.  

Finally, the elevator moves down a floor and JACK is freed. 

                 JACK 
       Relax your crack, Foghorn, I'm workin' on
       it. 

He quickly opens the gray metal box, revealing a maze of 
circuitry.  He patches in his computer, climbs on top of the 
elevator, and hits the keyboard, beginning to download.

THE LAPTOP

there's a split-screen of SARAH's thumbprint and the ID 
picture.  JACK downloads her file into the security computer. 

INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

Ignoring the GUARD, SARAH turns and slides her thumb into the 
thumbprint analyzer once more.  The panel glows, this time 
the message flashes -- 

                 IDENTITY CONFIRMED 

-- and the elevator doors slide open briskly.  

The GUARD, surprised, now catches sight of the SENATOR. 

                 GUARD 
       Oh. Sorry, sir. 

He snaps a salute.  ETHAN and SARAH get into the elevator and 
the doors close behind them. 

INT. ELEVATOR SHAFT - NIGHT

JACK looks down at the elevator below.  Through a grating, he 
can see them inside. 

                 JACK 
       The drink (date) with Sarah is definitely
       off. 

INT. SAFE HOUSE - NIGHT

PHELPS moves from JACK's view of the elevator car to HANNAH's 
view of the party on his video monitors. 

                 PHELPS 
            (a touch of impatience) 
       Hannah -- I'm blind again.  Hannah. 

INT. EMBASSY PARTY - NIGHT

HANNAH, stationed on the second floor of the Embassy, moves 
to get a better view of the party. She reacquires GOLITSYN's 
glowing head.  

                 HANNAH 
       He's heading to the denied area. 

INT. EMBASSY WORK ROOM - NIGHT

This work room is filled with combination lock filing 
cabinets and various computer terminals.  ETHAN hands SARAH 
his Visco glasses and she crosses the room, placing them 
upside down on top of a filing cabinet.  

ETHAN straps on a Visco wrist monitor and tunes it in, 
switching several times. 

                 ETHAN 
            (to Sarah) 
       Higher.  Higher.  

                 SARAH 
       Higher. 

                 ETHAN 
       Right, right.  Good. 

SARAH adjusts the glasses. 

THROUGH THE GLASSES, 

the view of the main computer terminal is upside down, but 
clear.  Anyone sitting there will be recorded. 

INT. SAFE HOUSE - NIGHT

On PHELPS' monitor, we see ETHAN, via his Visco glasses on 
the filing cabinet, standing next to the computer.  PHELPS 
barks out a warning.  

                 PHELPS 
       Get moving, Ethan.  He's rolling to you. 

INT. EMBASSY WORK ROOM - NIGHT

ETHAN pushes the elevator button but the elevator is already 
moving up. 

                 ETHAN 
       Jack we're in position. 

INT. ELEVATOR SHAFT/WORK ROOM - NIGHT

In a split view, we see both sides of the elevator wall 
simultaneously -- on one side, JACK is lying on top of the 
rising elevator, on the other side, ETHAN and SARAH are 
waiting for it to arrive. 

                 ETHAN 
       Jack.  Jack. 

                 JACK 
       I didn't touch it. 

The elevator stops, the doors open -- 

-- and GOLITSYN gets on.  GOLITSYN descends in the elevator 
with JACK on top and ETHAN and SARAH waiting down below! 

INT. SAFE HOUSE - NIGHT

PHELPS sees JACK's point of view of the elevator, with 
GOLITSYN inside.  

                 PHELPS 
            (tension rising) 
       He's in the box, Ethan, he's in the box! 

INT. EMBASSY WORK ROOM - NIGHT

ETHAN and SARAH are waiting in front of the elevator, the one 
GOLITSYN is about to step off of!  ETHAN looks around, for a 
place to hide. 

                 ETHAN 
       OK.  Taking Golitsyn's exit.  Jack, open
       the doors. 

                 SARAH 
       What about my coat?  I'll freeze. 

                 JACK (O.S.) 
       I don't have it. 

INT. SAFE HOUSE - NIGHT 

PHELPS whips over to a laptop and starts typing. 

                 PHELPS 
       Opening the doors.  Go under. 

He jabs ENTER on his keyboard. 

INT. EMBASSY WORK ROOM - NIGHT

The elevator doors WHISK open, revealing the empty shaft 
beyond.  ETHAN and SARAH jump into the shaft. 

INT. ELEVATOR SHAFT - NIGHT

ETHAN and SARAH jump down into the five foot empty space 
below the work room floor.  Above them, the elevator 
continues its descent, with them hiding below.  The elevator 
drops to just over their heads and stops. 

INT. EMBASSY WORK ROOM - NIGHT

GOLITSYN steps off the elevator, crosses the room and slides 
a 3.5 computer disk into the computer in the work room. 
Through the Visco glasses, we can clearly see him at work, 
downloading the vital information. 

INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

Waiting below the elevator, ETHAN takes off his jacket, 
starting to reverse it.  He checks his Visco wrist monitor as 
GOLITSYN perpetrates the theft.  He smiles and speaks into a 
microphone.  

                 ETHAN 
       He's got it.  Saved your ass again Jack. 

                 JACK (O.S.) 
       Give me a break, Pops. 

                 SARAH 
       Such a nice ass. 

                 JACK (O.S.) 
       And a lonely ass. 

                 ETHAN 
       Sarah's reconsidering.  Claire, transport 
       in five minutes. 

                 CLAIRE (O.S.) 
       Roger that. 

INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

Back inside, ETHAN strips off his mask and wearing his now 
reversed jacket, he and SARAH exit the small door at the base 
of the elevator shaft. 

EXT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACK rapidly disconnects his equipment.  But as he pulls the 
final electrical clip from the elevator's wiring, it flashes 
and SPARKS. 

EXT. EMBASSY - NIGHT

ETHAN and SARAH exit an Embassy service area by the 
waterfront and blend into the Embassy crowd, as an amorous 
couple. 

                 ETHAN
       In position.  Jack open the door, let the
       package roll.

                 JACK (O.S.)
       Roger that.  Opening doors now.

                 ETHAN
       Stairway, you’re wrapped, go to
       transport.

ETHAN’S voice comes over HANNAH’S earpiece.

                 HANNAH
       En route.

HANNAH breaks off and goes up the stairs.

INT. ELEVATOR - NIGHT

The button marked "ROOF" lights up, seemingly all by itself.

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

The car engages with a sharp jolt --

                 JACK
       Hey.

--and starts to rise.  JACK looks down, into the elevator
car, through the grate.  There’s no one in it.

INT. SAFE HOUSE - NIGHT

On one of his monitors, PHELPS sees the elevator moving in
the shaft.

                 PHELPS
       Jack, what are you doing?!

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

                 JACK
       I’m not doing anything!  (I don’t have it
       either).

INT. SAFE HOUSE - NIGHT

PHELPS is typing at his keyboard and jamming the enter button
but gets no response.

                 PHELPS
       I don’t have it -- I don’t have
       control!

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACK’S face pales.  He looks up, above him, at the
approaching ceiling.

                 JACK
       Uh -- then I have a problem.

INT. EMBASSY WORK ROOM - NIGHT

GOLITSYN pulls out the now-programmed disk from the computer,
slips it in his jacket pocket and heads for the door.

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACK looks up through his Visco glasses at the approaching
roof, covered with spikes.

EXT. EMBASSY - NIGHT

Through the monitor, ETHAN sees JACK’S P.O.V. of the roof of
the building approaching.  Fast.

                 ETHAN
       Cut the power.  Cut the power Jack.  Do
       you hear me.

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

On top of the elevator, JACK has ripped open the control
panel again and is frantically trying to adjust wires to get
the thing to stop.

He swears, his fingers fumble, he works faster and faster.
He looks up.  The roof of the building is nearly upon him.

                 ETHAN (O.S.)
       Come on, Jack, come on.

JACK looks up again, he cringes, he covers his head with his
hands, he SCREAMS --

--and he’s crushed to death against the roof.

EXT. EMBASSY - NIGHT

ETHAN is staring at the static on the monitor that once was
JACK’S signal.

                 ETHAN
       Jack.  Jack.

He closes his eyes, knowing what that means.

INT. SAFE HOUSE - NIGHT

PHELPS also sees the static.

                 PHELPS
       Man down.  Stay where you are.  I’m on my
       way.

He gets up and races out of the apartment.

INT. EMBASSY WORK ROOM - NIGHT

GOLITSYN, who now has the disk, jabs again and again at the
elevator button but it won’t even light up.  He studies the
elevator doors and jumps into the shaft, just as ETHAN and
SARAH did moments before.

He hits the floor of the elevator shaft and exits the small
door at the shaft’s base.

EXT. PRAGUE SAFE HOUSE - NIGHT

PHELPS hurries towards the bridge.

                 PHELPS
       En route.

EXT. CHARLES BRIDGE - NIGHT

PHELPS dashes onto the Charles Bridge and heads across the
river, toward the Embassy.  He throws a look back, over his
shoulder.  Paranoia’s setting in.

EXT. EMBASSY (AS SEEN FROM CHARLES BRIDGE) - NIGHT

Outside the Embassy, GOLITSYN escapes, pushing through the
service area door and racing past a DRUNKEN COUPLE who are in
the midst of a lover’s quarrel, in Russian.

Pan past the embankment and onto the bridge where PHELPS is
still racing to meet ETHAN.  But he stops suddenly, as if
hearing something and looks behind him, at the deepening
gloom.

EXT. EMBASSY - NIGHT

ETHAN and SARAH hear PHELP’S voice over the monitor.

                 SARAH
       The package is in the open.

                 ETHAN
       Jim.  Jim.  He’s in the open.

                 PHELPS (O.S.)
       I’ve got a shadow.

                 ETHAN
       Can you lose him?

                 PHELPS (O.S.)
       No.  Abort.

Over ETHAN’s shoulder, SARAH sees GOLITSYN getting away.  Fog
starts to roll over the river towards the bridge.

                 SARAH
       Ethan.  He’s out of pocket.                

                 ETHAN
            (to Phelps) 
       Jim we can’t.

                 PHELPS (O.S.)
       Abort.  That’s an order.

                 ETHAN
       Negative, Golitsyn’s on the move.

INT. GETAWAY CAR - NIGHT

Seated in the getaway car, CLAIRE listens to JIM and ETHAN
argue.

                 PHELPS (O.S.)
       No, damn it, no, I said ABORT!

EXT. EMBASSY - NIGHT

Outside the Embassy, SARAH and ETHAN argue.

                 ETHAN
       Sarah eye on the package.  Jim, I’m
       coming to you.

                 SARAH
       Jim gave an abort, we should walk
       away.

                 ETHAN
       No, we’re going to recover the disk,
       understand?!  Now move!

ETHAN takes off for the bridge, leaving SARAH to shadow
GOLITSYN.

EXT. PARKING AREA - NIGHT

HANNAH hurries toward the getaway vehicle.

EXT. RESIDENTIAL STREET - NIGHT

ETHAN moves to the bridge stairs.

                 PHELPS (O.S.)
       Where are you?

                 ETHAN
       About two hundred yards from the bridge.

                 PHELPS (O.S.)
       They’re covering this frequency, Ethan.
       Cut all radio communications.  Repeat.
       Cut all radio communications.  

ETHAN continues to run toward the stairs to the bridge.  Past
CLAIRE who sits in the getaway car.  He looks on his monitor
and again sees PHELPS?POV.  Only ominous silence.  Phelps is
looking back over his shoulder.  The bridge is deserted.

EXT. EMBANKMENT - NIGHT

SARAH follows GOLITSYN as he hurries toward the shore, where
a cobblestone promenade runs along the river.  He disappears
into the fog at the edge of the river.

EXT. STAIRS TO BRIDGE - NIGHT

ETHAN checks his monitor again.

THE MONITOR

PHELPS?point of view changes radically as his head swivels
on the darkened bridge.  He whirls again, looking over his
shoulder and this time the barrel of a gun is visible,
pointing at him and before PHELPS has a chance to react a
GUNSHOT CRACKLES over the monitor.

The point of view goes crazy for a moment, then over and down
to a bloody hole in his own chest.

His head rocks again, then goes over the side of the bridge
and makes the long, hard fall into the river below.

EXT. STAIRS TO BRIDGE - NIGHT

ETHAN’s face goes white with shock.

                 ETHAN
       JIM!

EXT. CHARLES BRIDGE - NIGHT

He races up the rest of the stairs to the bridge but there’s
no sign of PHELPS.

ETHAN runs to the railing and looks down into the river but
sees only dark, choppy waters below, now becoming
obscured in the gathering fog.

He turns and looks to the embankment.  He can faintly see
GOLITSYN, hurrying along the promenade.  ETHAN gives chase.

EXT. PARKING AREA - NIGHT

ETHAN runs towards the getaway car, reaching a vantage point
on the top of the stairs, he can see CLAIRE’S outline,
visible in the driver’s seat.  But as he descends the stairs
--

--the car explodes and bursts into flames.

The force of the blast knocks ETHAN back.

                 ETHAN
       CLAIRE!

He watches the burning car in stunned silence for a moment, a 
stunned CROWD starts to gather.

Remembering SARAH, he rushes down the stairs towards the
embankment.

EXT. EMBANKMENT - NIGHT

SARAH comes out of the fog near the riverbank and sees
GOLITSYN again, slowing down.  A MAN comes out of the fog an
seems to ask GOLITSYN for a light.

SARAH draws closer.  Behind her, the DRUNKEN COUPLE seems to
be hanging with her for some reason.

EXT. STAIRS FROM BRIDGE - NIGHT

ETHAN continues towards the embankment.

EXT. EMBANKMENT - NIGHT

SARAH is almost to GOLITSYN.  Suddenly, the MAN in front of
GOLITSYN pulls him towards him.  Sensing something wrong,
SARAH quickens her pace.  The MAN is now hunched over
GOLITSYN, facing away from SARAH, going through GOLITSYN’s
pockets.

The figure finds what it’s looking for -- the disk -- and
takes it.  SARAH comes closer --

-- and the figure whirls.  It brings a knife up sharply,
plunges it into her chest and slinks away out of sight.

ANGLE

ETHAN races around the corner onto the embankment.  He bursts
out of the fog, just in time to see SARAH fall to her knees,
over GOLITSYN’s body.  ETHAN sees the knife in her chest and
GASPS.

He pulls the knife out of SARAH, who is close to death.  He
looks at it -- it is a black Teflon knife with a serrated
edge.

BEHIND ETHAN

The DRUNKEN COUPLE seem drunk no more.  In fact, they’re
watching ETHAN.  Through the fog and night, they see him
leaning over SARAH, holding the knife in his hands.

AT THE BODIES

SARAH goes still.  ETHAN lays her down, turns the other body
over and sees that it is GOLITSYN.  He quickly begins
rummaging through his pockets.

ETHAN hear police sirens and sees...

ANGLE

A Prague police boat, SIREN wailing, arrives at the dock in
front of the Embassy.  The DRUNKEN MAN and WOMAN stop
suddenly.

As THREE POLICE leap off the boat and race toward the
explosion, ETHAN leaps over the gate and races up the alley
and out of sight.

EXT. STREET -- PHONE BOOTH - NIGHT

ETHAN unscrews the mouthpiece of a payphone receiver.  He’s
holding a flat piece of metal with six prongs on it, a 
modernist cockroach.  He CLICKS the cockroach into the guts
of the phone’s wiring, piercing it with its little prongs.

He screws the mouthpiece back on, holds the phone’s tongue
down for a second, releases it and listens.  He has a dial
tone.  Now he punches in a fourteen digit number he knows by
heart.

After a moment, a FLAT VOICE comes on the other side.

                 FLAT VOICE (O.S.)
       Satcom seven.

                 ETHAN
       Central Europe.  Unsecured.

                 FLAT VOICE (O.S.)
       Designator?

                 ETHAN
       Bravo Echo one one.

                 FLAT VOICE (O.S.)
       Switching.

There is a long pause and then familiar voice comes on the
line.

                 KITTRIDGE (O.S.)
       This is Kittridge.

                 ETHAN
       Go secure.

Pause.  A funny series of CLICKS comes over the line.      

                 KITTRIDGE (O.S.)
       Go ahead.

                 ETHAN
       They’re dead.

                 KITTRIDGE (O.S.)
       Who’s dead?

                 ETHAN
       My team.  Claire, Jack, even Jim -
       - Hannah, maybe, I -- don’t know

                 KITTRIDGE (O.S.)
       Are you damaged?

                 ETHAN
       They knew we were coming.  Golitsyn’s
       dead too.  The disk is gone.

                 KITTRIDGE (O.S.)
       Are you intact?

                 ETHAN
       Do you read me?  The list is in the open!

                 KITTRIDGE (O.S.)
       Let's just bring you in safely, and then
       we'll worry about that, okay?  Were you
       followed?

ETHAN closes his eyes.  KITTRIDGE’S voice is strong and
reassuring and he needs that right now.

                 ETHAN
       I don’t think so.

                 KITTRIDGE (O.S.)
       Don’t think, be sure.  Are you clean?

                 ETHAN
       Yes.

                 KITTRIDGE (O.S.)
       Location green.  One hour.  I’ll be there
       myself.

                 ETHAN
       You’re in Prague?

                 KITTRIDGE (O.S.)
       Heard a lot about you, Hunt.  Don’t
       disappoint me.

                 ETHAN
       No sir.

                 KITTRIDGE (O.S.)
       One hour.

He hangs up.  ETHAN does the same.  He stares at the phone
for a moment, thinking.  He checks his watch.

EXT. STREET - NIGHT

ETHAN steps out of the phone booth and starts down the
street.  Every face seems to be starring at him now, every
sound is menacing.  He pulls his coat in tight, shoves his
hands in his pockets and walks among the crowd.

EXT. OLD TOWN SQUARE - NIGHT

ETHAN makes his way past the old town clock, a towering,
gothic structure and into a plaza, surrounded mostly by 
residential buildings.

ETHAN’S POV

Straight across from him is a glass enclosed restaurant built
on the portico of an old palace.

Brilliantly lit up from inside, the restaurant positively
shimmers, every table visible from everywhere in the plaza.

INT. RESTAURANT - NIGHT

ETHAN'S POV 

ETHAN walks in the glass front doors, right next to an 
enormous fish tank, part of the restaurant's exterior wall. 
He scans the clientele carefully -- maybe a dozen PATRONS are 
scattered around. 

EUGENE KITTRIDGE is seated at a table in the middle. He and 
ETHAN make eye contact.  ETHAN walks to the table, a couple 
of quick, seemingly cursory glances around the room as he 
goes.  KITTRIDGE has been working on a pretty good-sized 
lobster.  He rises to greet ETHAN and they sit. 
                 
                 KITTRIDGE 
       I can't tell you how sorry I am.  I know 
       how much Jim in particular meant to you, 
       Ethan.  Personally as well as professionally. 

                 ETHAN 
       Yeah. 

He spots a stack of documents on the table.

ETHAN picks them up.  There's a Canadian picture bearing 
ETHAN photo and the name Phillipe Doucette, credit cards, 
driver's license, etc. 

                 KITTRIDGE
       Passport, visas - you know the drill. 
       We'll work the exfiltration thru Canada, 
       debrief you at Langley.  Throw the Prague 
       police a bone, you know toss them a few 
       suspects.  Follow me? 

                 ETHAN 
       Yeah.  I follow you. 

                 KITTRIDGE 
       We've lost enough agents for one night. 

                 ETHAN 
       You mean I've lost enough agents for one 
       night. 

KITTRIDGE seems to be at the point of saying one thing, then, 
carefully: 

                 KITTRIDGE 
       You seem hell bent on blaming yourself, 
       Ethan. 

                 ETHAN 
       Who else is left? 

                 KITTRIDGE 
       Yes.  I see your point. 

                 ETHAN 
       Why was there another team? 

                 KITTRIDGE 
       What? 

                 ETHAN 
       Of IMF agents.  At the Embassy.  Tonight. 

                 KITTRIDGE 
       I don't quite follow you. 

                 ETHAN
       Let's see if you can follow me around 
       this room. 
            (eyes moving around the room) 
       The drunk Russians on the embankment at 7 
       and 8 o'clock...The couple waltzing 
       around me at the Embassy at 9 and 11. 
       The waiter behind Hannah at the top of 
       the staircase - Bowtie, 12 o'clock. The 
       other IMF team.  You're worried about me. 
       Why?

                 KITTRIDGE 
            (a tight little smile) 
       You're right.  Maybe this'll save some 
       time. 

The figures around the room have grown restless.  KITTRIDGE 
tries to indicate that it's okay. He pulls some papers out 
of his jacket. 

                 KITTRIDGE (CONT'D) 
       For a little over two years now we've 
       been spotting serious blowback in IMF 
       operations.  We have a penetration.  The 
       other day we decoded a message on the 
       Internet from a Czech we know as "Max."

                 ETHAN 
       The arms dealer. 

                 KITTRIDGE 
       That's right.  Max, it seems, has two 
       unique gifts -- a capacity for anonymity
       and for corrupting susceptible agents. 
       This time he's gotten to someone on the 
       inside - he's put himself in a position 
       to buy our NOC list. An operation he 
       referred to as "Job 314".  The job he 
       thought Golitsyn was doing tonight. 

                 ETHAN 
       But the list Golitsyn stole was a decoy. 

                 KITTRIDGE 
       Correct the actual list is safe at 
       Langley.  "Golitsyn" was a lightning rod, 
       one of ours. 

                 ETHAN 
       This whole operation was a molehunt. 

                 KITTRIDGE 
       Yes, the mole's deep inside. And -- like 
       you said.  You survived. 

ETHAN stares at him levelly. 

                 KITTRIDGE (CONT'D)
       I want to show you something, Ethan. 

He now shoves the papers across the table.  They're xeroxed 
copies of a Wisconsin bank account in the name of DONALD and 
MARGARET ETHAN HUNT.  It shows a balance of $127, 000. 

                 KITTRIDGE (CONT'D) 
       Since your father's death, your family's 
       farm has been in sub-chapter S and now, 
       suddenly, they're flush with over a 
       hundred and twenty grand in the bank. 
       Dad's illness was supposed to have wiped 
       out the bank account -- dying slowly in 
       America after all, can be a very 
       expensive proposition Ethan.  So, why 
       don't we go quietly out of here onto the 
       plane... 

                 ETHAN 
       How about if we just go quietly into the 
       bathroom and I wash your mouth out with 
       soap - you pathetic button down 
       bureaucratic asshole. 

                 KITTRIDGE (CONT'D) 
       Ethan, I can understand you're very 
       upset. 

                 ETHAN 
       Kitteridge, you've never seen me very 
       upset. 

ETHAN takes something from his jacket pocket.  While 
KITTRIDGE talks, ETHAN unwraps whatever is in his hand. 

                 KITTRIDGE 
       All right, enough is  enough Hunt. You've 
       bribed, cajoled, killed - and relied on 
       intimate loyalties to get away with it. 
       You're determined to shake hands with the 
       devil and I'm going to make sure you do 
       it in hell. 

We see what ETHAN holds in his hand -- it's the piece of 
bubble gum, half red, half green. He squeezes the gum, 
mushing the two sides together. 

ETHAN lashes out, swatting KITTRIDGE'S glass of wine off the
table in one quick motion.  As he does, he hurls the piece of 
gum. 

Diners look up, startled at the sound of the breaking wine 
glass.  KITTRIDGE follows the trajectory of the glass -- 

-- and sees the piece of gum, stuck to the tank. His eyes 
widen.  KA BOOM! 

The tiny piece of plastique explodes, SHATTERING the fish 
tank.  A hundred gallons of water flow over the MAN and 
WOMAN, knocking them to the ground. 

At the same time, ETHAN bolts for the door. 

EXT. OLD TOWN SQUARE - NIGHT

ETHAN races out of the restaurant and takes off, into the 
deserted square. 

EXT. SAFE HOUSE - ENTRYWAY - NIGHT

Silence.  ETHAN enters the darkened entry. 

INT. SAFE HOUSE STAIRWELL - NIGHT

ETHAN glances up at the stairwell.  Naked light bulbs 
illuminate the way up.  He slips off his jacket and shirt, 
then puts his jacket back on. 

INT. SAFE HOUSE STAIRWELL - MOMENTS LATER - NIGHT

ETHAN unscrews a bulb.  He crushes the bulb in his shirt and 
scatters the glass fragments on the steps.  He climbs to the 
next bulb. 

INT. SAFE HOUSE - DOORWAY - NIGHT

At the now-darkened door to the apartment, there's the soft 
sound of another bulb being POPPED in cloth, glass fragments 
dropping and ETHAN'S at the door. 

INT. SAFE HOUSE - NIGHT 

In the darkened safe house, ETHAN goes to a vase with 
flowers, picks it up and unscrews the bottom, retrieving a 
Sig Sauer automatic. He moves through the rooms, checking 
them as he goes. 

INT. SAFE HOUSE BATHROOM - NIGHT

ETHAN checks the shower, then goes to his shaving kit, 
pulling out a shaving cream can and a hairspray can.  He 
unscrews the bottoms, retrieving cash in various 
denominations from various countries and a couple of 
passports. 

As he pockets them, he catches sight of himself in the
mirror.  He's a mess.  He splashes water on his face. 

INT. SAFE HOUSE KITCHEN - NIGHT

ETHAN greedily tears the cap off a bottle of mineral water 
and proceeds to guzzle it as if he was dying of thirst. 

INT. SAFE HOUSE - NIGHT

He comes back into the living room. Still drinking, he 
notices flickering lights on the other side of the room, the 
static from the four monitors PHELPS was watching.  One by 
one, he switches them off. 

THE LAPTOP 

JACK had been using lies closed at his abandoned desk.  ETHAN 
wakes it up. 

The computer emits a DIAL TONE, then STATIC as it hits its 
connection.  It prompts ETHAN along: 

       SELECT USENET GROUP

ETHAN TYPES IN 

       job 314

                 ETHAN
       Job.  Job 3:14.  March fourteen.  Job 31 
       March. 

The computer replies: 

       SEARCHING STRING NOT FOUND

ETHAN tries again: 

       max.com

The answer: 

       SEARCH STRING NOT FOUND

He tries a few more, quickly -- "job," "jobs," "joblist.com," 
but nothing comes up.  He tries something else -- "scroll 
usenet groups."  

The computer scrolls names of bulletin boards at a dizzying 
speed, by the hundreds.  That's not going anywhere. 

ETHAN pauses, slaking his bottomless thirst and trying to 
figure out what permutation of "job 314" he should add to the 
others on his computer screen.  He MUMBLES. 

                 ETHAN 
       Job three fourteen.  Job --
            (a realization, 
            the Biblical pronunciation) 
       It's Job! 

He rummages around on the desk, checks the bookshelf and 
finds a Gideon Bible.  He turns to Job 3:14 and reads the 
Bible passage "Kings and Counsellors..." 

He thinks for another moment, then punches back into the 
Internet and under the command "Select Usenet Group" he 
types: 

       BIBLE

The computer replies: 

       126 ENTRIES FOUND, SPECIFY GROUP

ETHAN: 

       BOOK OF JOB

The computer presents a multi-colored screen of religious 
icons and artwork with an accompanying message: 

       WELCOME TO THE BOOK OF JOB DISCUSSION 
       GROUP.  WHICH CHAPTER AND VERSE DO 
       YOU WISH TO POST YOUR ENTRY UNDER?

ETHAN types his answer "Job 3:14" and the screen presents a 
"stickie" for him to write his message on.  He does: 

                 ETHAN 
       Max -- Goods tainted.  Consider extremely 
       hazardous.  DO NOT USE.  Fate will be 
       that of kings and counsellors who built 
       for themselves palaces now lying in 
       ruins.  Must meet to discuss a.s.a.p. 

ANGLE

A rhythmic CRUNCHING sound and from the darkness on the other 
side of the room, PHELPS staggers toward him, wet and muddy, 
his middle a hopelessly bloody mess.  He looks like he's 
dying on his feet.  ETHAN freezes, appalled. 

                 PHELPS
       Ethan, what are you doing? 

ETHAN tries to speak but nothing will come out. 

                 PHELPS (CONT'D) 
       I needed you, Ethan. 1 needed you on the 
       bridge, and -- you weren't there.  Ethan? 
       Ethan? 

ETHAN reaches out to grab PHELPS but can't seem to touch him. 
PHELPS suddenly vanishes into thin air, ETHAN awakens from 
the dream and finds himself leaping to his feet, gun cocked 
and pointed at -- 

ANGLE

It's CLAIRE. 

                 ETHAN 
       What are you doing here?! 

CLAIRE freezes, her hands half-raised. 

                 CLAIRE 
            (carefully) 
       Ethan -- Ethan, it's okay.  It's Claire. 
       Ethan what's wrong with you? 

                 ETHAN 
       Don't move. 

Her right hand has moved a fraction.  She freezes again. 

                 ETHAN 
       You were in the car! 

                 CLAIRE 
       I wasn't.  I heard that Jim was in 
       trouble on the radio.  He said someone 
       was... 

                 ETHAN 
       Shut up!  I saw you.  You were in the 
       car. 

                 CLAIRE 
       No, I got out of the car and I ran to the
       bridge. 

                 ETHAN 
       Don't give me that!  I was on the bridge. 

                 CLAIRE 
       What happened to Jim? 

                 ETHAN 
       There was nobody on the bridge. 

                 CLAIRE 
       What happened to Jim? 

Ethan grabs her wrists, shouting. 

                 ETHAN 
       Dead.  Dead.  Dead!  Wake up, Claire! 
       Jim's dead, they're dead.  They're all 
       dead! 

ETHAN releases her wrists. 

                 CLAIRE 
            (mumbling) 
       They're dead.  Jim's dead. 

                 ETHAN
       Take off your coat. 

                 CLAIRE 
       What? 

                 ETHAN 
       Take off your God damn coat! 

He grabs a sleeve and literally tears the coat off her, half- 
spinning her around.  The coat hits the floor like a dead 
body.  CLAIRE'S instinctive move is to cover her chest. 

CLAIRE begins to shiver.  ETHAN circles her, runs his hand 
cursorily across her body.  It accentuates CLAIRE'S 
shivering. 

                 ETHAN (CONT'D) 
       Where were you? 

                 CLAIRE 
       I walked away.  He said abort.  He was 
       gone so I walked away. 

                 ETHAN 
       That was four hours ago!  Who sent you? 
       Did they send you here? 

                 CLAIRE 
            (slowly) 
       Who is "they?" 

                 ETHAN 
       Did they send you...Did they send you? 

                 CLAIRE 
       Who is they, who is they? 

ETHAN grabs her by the wrists. 

                 ETHAN 
       Who sent you?!  Who sent you? 

                 CLAIRE 
            (screaming) 
       No one sent me!  We're supposed to be 
       back here at four o'clock, four o'clock, 
       if we abort, we don't return here until 
       four o'clock, 0-four hundred, four am, 
       four o'clock --! 

She sags.  A moment.  Then the clock begins to chime -- BONG, 
BONG, BONG, BONG.  In the wake of the bells' reverb, ETHAN 
releases his grip on her wrists. 

INT. SAFE HOUSE - LATER THE SAME NIGHT

ETHAN sits in front of the computer, staring blankly at it, 
still waiting for a response.  CLAIRE sitting on the end of 
the bed.  Dawn approaches, it's very, very quiet. 

                 CLAIRE 
       Why haven't they brought us in yet? 

                 ETHAN
       I've been disavowed.  They think I killed 
       Jim and everyone else.  Somehow a hundred 
       thousand dollars found its way into my 
       parents' bank account.  Kittridge assumes 
       I'm a mole they've been tracing and I've 
       been in the employ of an arms dealer, 
       Max, for the last two years, to get him 
       our NOC list. 

A long moment while she stares at ETHAN's back. 

                 CLAIRE 
       What are you going to do? 

                 ETHAN 
       I'm going to get it for him.  Whoever the 
       mole is, I think goes by the name of Job, 
       at least part of the time. 1 can't find 
       him, but if he knows 1 have the NOC list, 
       he'll find me. 
       
                 CLAIRE 
       Ethan, you're not making sense. Let me 
       go in and talk to Kittridge. I'm going 
       to tell him you had nothing to do... 

                 ETHAN
       Claire, Claire, Claire, if you're not 
       dead, he's going to assume you're with 
       me. 

The computer blinks and makes a noise - ETHAN goes to it. 

THE COMPUTER SCREEN

Blinking -- "MESSAGE WAITING."  ETHAN hurries over and clicks 
on the message box.  The screen blinks and the message shows 
up: 

?        JOB - CORNER OF NEKAZANKA AND PRlKOPY ONE P.M. 

?        BUY A PACKET OF DUNHILL 

?        AND ASK THE MAN SITTING ON THE BUS 

?        STOP BENCH FOR A MATCH

CLAIRE looks to ETHAN. 

                 CLAIRE 
       The message is for Job. 

                 ETHAN
       I'm going to answer it. 

EXT. STREET BY BANK/FLORENC BUS STOP - DAY

ETHAN arrives at the bus stop outside the Savoy Arcade. A 
MAN in a black wind-breaker sits on the bench, his back to 
ETHAN. 

                 ETHAN 
       Excuse me, could I trouble you for a 
       match? 

Without turning, the MAN offers up a box of matches. As 
ETHAN takes them, TWO MEN from behind take him by either arm 
and escort him into a car which has just pulled up. 

INT. CAR - DAY

ETHAN slides into the back seat, between the TWO MEN. 
MATTHIAS, the man on the left, holds up a black hood.  He 
extends it to ETHAN, who doesn't take it. 

                 MATTHIAS
       Would you remove your hat please? 

                 ETHAN 
       Why? 

                 MATTHIAS 
       You wish to meet Max?  This is the price 
       of admission. 

Reluctantly, Ethan pulls the hood over his head and the car 
takes off. 

INT. MAX'S APARTMENT - DAY

The black hood still on his head, ETHAN has trouble sitting 
upright.  He's before a desk, in an apartment somewhere in 
the city -- it's impossible to tell where, as the blinds are 
drawn.  The place is roomy and lavishly furnished -- 
expensive Oriental rugs, well-chosen objects of art. 

Somewhere down the block, a dog BARKS, steadily, every few 
seconds. In the hallway outside the apartment door, someone 
is VACUUMING.  MATTHIAS and the OTHER MAN are nearby. 

                 ETHAN
       I thought I was going to see Max. 

                 MATTHIAS 
       You misunderstood.  No one sees Max. 

                 ETHAN 
       Then what am I doing here? 

                 MATTHIAS 
       Allowing Max to see you and hear what 
       you've got to say. 

                 ETHAN 
       I don't communicate very well through a 
       shroud. 

                 MATTHIAS 
       If Max doesn't like what you have to say, 
       you'll be wearing that shroud 
       indefinitely. 

                 ETHAN 
       I'm willing to take the chance. 

                 MATTHIAS 
       Very well. 

MAX'S figure into frame.  MATTHIAS removes ETHAN's hood. 
When it comes off ETHAN finds himself looking up at a tall 
woman of indeterminate age.  She's handsome to the point of 
severity. 

                 MAX 
       Who are you and what are you doing here? 
                 
                 ETHAN 
       I need one hundred thousand dollars. 

                 MAX
       Really?  And you thought if you simply 
       showed up I might give it to you? 

                 ETHAN 
       Why not?  You gave Job a hundred and 
       twenty five thousand. 

                 MAX 
       The penny drops.  You are not Job.  Yes, 
       Job is not given to quoting Scripture in 
       his communications. And there was its 
       tone -- aggressive but playful.  Job is 
       not playful.  So you're something of a 
       paradox. 

                 ETHAN 
       That depends. 

                 MAX
       On what? 

                 ETHAN 
       Whether you like a paradox.  I want a 
       hundred and fifty thousand dollars. 

                 MAX
       It's quite out of the question. 

                 ETHAN 
       The disk Job sold you is worthless.  It's 
       bait, part of an internal molehunt. 

                 MAX
       And how might you know that?  Are you 
       another Company man? 

                 ETHAN 
       Like Job? 

                 MAX 
       Ah, but, we're asking about you. 

                 ETHAN
       I'm NOC.  Was.  Now disavowed. 

                 MAX 
       Why, may I ask? 

                 ETHAN
       That's the question I want to ask Job. 

                 MAX 
       I don't know Job any more than he knows 
       me. 

                 ETHAN 
       Even so, I'm sure you could arrange an 
       introduction. 

                 MAX 
       Why should I? 

                 ETHAN 
       Because I can deliver the actual NOC 
       list.  The one you have is not only 
       worthless, it's certain to be equipped 
       with a homing device to pinpoint your 
       exact location. 

                 MAX 
       It's easy to say the disk is worthless 
       when you say I can't look at the 
       information and see if it's worthless. 
       Not a tenable position, sir. 

                 ETHAN 
       Okay, boot it up and in anywhere from 
       thirty seconds to ten minutes you're 
       gonna have Virginia farm boys hopping 
       around you like jackrabbits. 

                 MAX 
            (Pause.) 
       Mm - Hmmm... 

                 ETHAN
       Tell you what.  How good's the RF scanner 
       you used in the car? 

                 MAX 
       Very good. 

                 ETHAN 
       Okay, use it.  But I suggest pack up 
       first. 

ANGLE

MATTHIAS boots up.  There's a little musical noise and the 
screen brightens.  The computer WHIRS and CLICKS and a 
complex list of names, addresses, phone numbers and other 
personal information scrolls by.  But Matthias is watching 
the digital read-out on the RF scanner. 

                 MATTHIAS 
       Twenty-six, twenty-seven.  So far so 
       good. 

                 MAX 
       That's not so good for you, my friend. 

On the scanner, the digital read-out is now in the thirties. 

                 MATTHIAS 
       Thirty-two and change. 

                 MAX 
            (to Ethan) 
       Doesn't mean it's a signal.  Could just 
       be the hard drive heating up. 

She looks from the scanner to ETHAN as if she's trying to 
make up her mind about something. 

                 MATTHIAS 
       Forty-four.  Forty-five. 

                 ETHAN 
       I'd say you've got about two minutes. 

MAX still doubts it. The OTHER MAN goes to the windows -- 

--nothing happens. He opens the French doors that lead out 
onto a balcony. 

EXT. MAX'S APARTMENT - BALCONY - DAY

The OTHER MAN comes out on the balcony.  Nothing out here but 
a beautiful day.  He walks to the railing and looks down at 
the street. 

Down below, the dog that's still barking is tied to a street 
sign.  WOOF.  WOOF.  WOOF.  Abruptly, it stops. 

INT. MAX'S APARTMENT - DAY 

Back inside: 

                 MATTHIAS
       Fifty-seven. Fifty-nine. 

EXT. MAX'S APARTMENT

A pollution control van and a taxi arrive amidst other street 
activity. KITTRIDGE and the FEMALE CZECH AGENT exit the taxi 
as BARNES and TWO OTHER UNDERCOVER MALE IMF agents leave the 
van. 

INT. MAX'S BUILDING - LOBBY - DAY

Led by KITTRIDGE, the FIVE IMF AGENTS wearing Kevlar-lined 
trenchcoats creep through the lobby of the building and hit 
the stairs. They climb them silently. 

INT. MAX'S BUILDING HALLWAY - DAY

A CLEANING WOMAN is vacuuming the hall carpeting when the 
AGENTS come up the stairs, guns drawn. Her jaw drops and she 
turns off the vacuum cleaner. 

                 FEMALE IMF 
            (in czech) 
       Switch it on.  Keep cleaning. 

KITTRIDGE looks at her sharply and gestures.  She turns the 
vacuum back on. They reach the door of a certain apartment 
and -- 

INT. APARTMENT - DAY

-- KICK through it.  The AGENTS swarm into MAX'S apartment, 
guns waving in all directions.  KITTRIDGE sweeps in between 
them and takes command of the place -- 

--but there's nobody here.  TWO AGENTS race into the bedroom, 
and just as quickly out again. 

EXT. POWDER TOWER - TOP SHOT - DAY

MAX, ETHAN, MATTHIAS and the OTHER MAN move quickly across 
the bridge that connects Max's apartment to the tower. 

EXT. MAX'S APARTMENT BALCONY - DAY

KITTRIDGE kicks open the door to the balcony, comes outside, 
and looks around.  Nobody in sight. 

                 KITTRIDGE 
       GOD D- 

INT. MAX'S CAR - ETHAN AND MAX - DAY 

                 MAX 
       Oh dear, Gunther will never let me use 
       one of his apartments again. 
            (turns to Ethan) 
       Phew, sorry I doubted you, dear boy. 
       You're a good sport.  Do accept the 
       compliment. 

                 ETHAN 
       Thanks, Max.  Or is it Maxine? 

INT. CAR - MOVING - DAY 

                 MAX
       I don't have to tell you what a comfort 
       anonymity can be in my profession -- like 
       a warm blanket. 
            (abruptly) 
       My deal with Job was subject to a 
       successful boot scan.  Obviously it 
       didn't pass muster.  Deal's off. 

                 ETHAN 
       What was your deal with Job? 

                 MAX 
       Six million dollars.  I'll give you the 
       same.  But I want the complete list now, 
       not just Eastern Europe.  I won't do this 
       piecemeal, it's too dangerous.  I want 
       the entire list, the true name of every 
       non-official cover agent throughout the 
       world. 

                 ETHAN 
       Ten million.  Ten million in negotiable 
       U.S. Treasury certificates, in bearer 
       form, coupons attached.  And one more 
       thing -- your personal assurance that Job 
       will be at the exchange. 

                 MAX 
       Done.  Bring it to me in London.  I want 
       it by the end of the week. 

                 ETHAN
       How will you make sure Job will be there? 

                 MAX
       How will you make sure I'll have the list 
       in three days?  It's been a delight.  Now 
       where can I drop you dear boy? 

                 ETHAN 
       I'm not being dropped anywhere without my 
       money. 

MAX manages to laugh without coughing.  Then, with an 
admonishing forefinger: 

                 MAX 
       I'm going to have to front you 
       personally.  Don't lose that money 
       without losing your life. 

                 ETHAN 
       I wouldn't dream of it. 

MAX settles back and regards ETHAN.  A theatrical sigh.  She 
fancies this guy. 

                                                   CUT TO:

INT. MAX'S APARTMENT - DAY

KITTRIDGE waits on the balcony for his AGENTS to complete 
their search.  HARRY BARNES, a middle-aged, gray suited, 
somewhat gray-faced bureaucrat, comes to join Kittridge. 

                 KITTRIDGE 
       The man's gone black, Barnes.  He's under 
       until he decides to surface. 

                 BARNES 
       Look we can use someone from the Embassy 
       and we can get the local authorities 
       involved. Close off his transportation. 

                 KITTRIDGE 
       What can we do, Barnes?  Put a guy at the 
       airport?  How many identities do you 
       think Hunt has?  How many times has he 
       slipped past custom, in how many 
       countries?  These guys are trained to be 
       ghosts.  We taught them how to do it, for 
       Christ's sake! 

                 BARNES 
       So what do you suggest? 

                 KITTRIDGE 
       Let's not waste time chasing him.  Make 
       him come to us.  Everybody’s got pressure 
       points.  Find out something that's 
       important to him personally and you 
       squeeze. 

                                                   CUT TO:

INT. SAFE HOUSE - DAY

ETHAN enters the living room.  CLAIRE walks out of the 
bedroom holding a gun. 

ETHAN reaches into his jacket and holds up a hefty wad of 
currency. 

                 CLAIRE 
       Max made a deal with you? 

                 ETHAN
       I deliver the NOC list, Max delivers Job. 

                 CLAIRE 
       We've got seventy-five rounds for your 
       Glock 9, but only twenty for the Sig 
       Sauer, one pair of Visco glasses with 
       monitor, plenty of passports. You said 
       it yourself -- if I'm not dead, I'm with 
       you. 

                 ETHAN 
       You're sure about this? 

                 CLAIRE 
       Jim was my husband. I want to know who 
       killed him. ( ALT ) I want to get the son 
       of a bitch who did this. 

                 ETHAN
       We need help, and we don't have time. 
       They have to be local. 

                 CLAIRE 
       What kind of help? 

INT. SAFE HOUSE - MOMENTS LATER - DAY

The KY57 crypto phone, a black box with an ordinary phone 
receiver in the top, THUNKS down on the table. 

ETHAN plugs the phone cable from his laptop into the back. 
The green display on top of the KY57 dials a number and makes 
a computer connection. 

On the computer, the screen says: 

       I.M.F. PERSONNEL DATABASE 
       ENTER PASSWORD NOW

ETHAN types a password and the screen asks him for the 

       CATEGORY?

He types in a single word. 

       DISAVOWED

                                                   DISSOLVE TO:

INT. TRAIN - STATEROOM - NIGHT

The word "disavowed" dissolves slowly over the stateroom of a 
high speed train, where the newly assembled IM force has 
gathered around a table -- KRIEGER, a dangerous-looking 
Frenchman of forty or so, LUTHER STICKELL, a muscular, soft- 
spoken American in his mid-thirties.  ETHAN, and CLAIRE. 
LUTHER regards the others warily. 

                 ETHAN
       Simple game.  Four players. 
            (points to Krieger) 
       Exfil opens the pocket -- 
            (and to Luther)
       -- cyber ops lifts the wallet. 

                 KRIEGER 
       Bank? 

                 ETHAN 
       IMF mainframe. 

                 KRIEGER 
            (after a moment) 
       Where exactly is it? 

                 ETHAN 
       In Langley. 

                 LUTHER 
       In Langley?  The one in Virginia, Langley? 

                 KRIEGER 
       Inside CIA headquarters at Langley. 

ETHAN nods.  KRIEGER turns to CLAIRE. 

                 KRIEGER (CONT'D) 
       Is he serious? 

                 CLAIRE 
       Always. 

                 KRIEGER 
       If we're going to Virginia, why don't we 
       drop by Fort Knox?  I can fly a 
       helicopter right in through the lobby and  
       set it down inside the vault and it will 
       be a hell of a lot easier than breaking 
       into the God damn CIA. 

                 LUTHER 
       What are we downloading? 

                 ETHAN 
       Information. 

                 LUTHER 
       What kind? 

                 ETHAN 
       Profitable. 

                 CLAIRE 
       Payment on delivery. 

                 LUTHER 
       I don't know.  This I don't know. 

                 ETHAN
       This doesn't sound like the Luther 
       Stickell I've heard of.  What'd they used 
       to call you?  The Net Ranger?  Phineas 
       Phreak?  The only man alive who actually 
       hacked NATO Ghostcom. 

                 LUTHER 
       There was never any physical evidence 
       that I had anything to do with that.. 
       that.. 
            (correcting himself) 
       With that exceptional piece of work. 

                 ETHAN 
       You don't know what you're missing. This 
       is the Mt. Everest of hacks. 

                 LUTHER 
       You're all kidding yourselves. Even with 
       top of the line crypto.  Cray access. 
       STU 3's -- 

                 CLAIRE 
       Krieger can get it. 
            (to Krieger) 
       Right? 

                 KRIEGER 
       May take a little time. 

                 ETHAN
       May take a little time. That's not what 
       Claire tells me about you. 

                 LUTHER 
       Thinking Machine laptops, I'm talking 
       about the 686 prototypes -- with the 
       artificial intelligence Risk chip -- 

ETHAN looks at KRIEGER. 

                 KRIEGER 
       Twenty-four hours. 

ETHAN looks back at LUTHER.  LUTHER thinks. 

                 LUTHER 
       And I get to keep the equipment when 
       we're done. 

                 ETHAN 
       Luther, I guess you're all out of 
       excuses.

                 LUTHER 
       I can't just hack my way inside.  There's 
       no modem access to the mainframe, it's in 
       a stand-alone.  I'd have to be physically 
       at the terminal. 

                 ETHAN 
       Luther, relax, it's worse than you think. 
       The terminal's in black vault lock-down. 

INT. CIA CORRIDOR/GUARD STATION - DAY

While ETHAN talks, we see what he's referring to: 

A CIA ANALYST carrying a glass of iced tea and several file 
folders walks down a long corridor in the headquarters 
building.  He comes to an impressive guard station and rests 
his chin on a strange-looking optometric device. 

                 ETHAN (V.O.) 
       They missed nothing in that room.  Even 
       the vents have laser nets over them.  

Apparently the device approves and the ANALYST is buzzed into 
a "RESTRICTED" area of the building. 

INT. CIA COMPUTER ANTEROOM - DAY

The ANALYST reaches a curtained area. He shoves the curtain 
aside and comes to a large, vaulted door.  He slides a card- 
key into a slot, leaves it there and slides a second card-key 
into the slot beneath it. 

                 ETHAN (V.O.)
       Inside, there are three countermeasure 
       systems that can only be deactivated by 
       authorized entry.  Which we won't have. 

A panel next to the ANALYST says "INTRUSION COUNTERMEASURES 
OFF."  The ANALYST next spins a three digit combination code, 
CHUNKS the door open and steps into -- 

INT. CIA COMPUTER ROOM - DAY

-- the secured terminal room.  It's not large but it's 
impressive.  A single terminal is bolted into the middle of 
the floor and the glass and tile walls of the room overlook 
computer storage towers. 

                 ETHAN (V.O.) 
       The first system is sound-sensitive, 
       anything above a whisper sets it off. 
       The second system is on the floor and 
       pressure-sensitive --

The ANALYST closes the vault door behind him and walks across 
the room.  As he walks, the floor tiles light up under his 
feet, turning off again when he lifts the weight from them. 

                 ETHAN (V.O.) 
       --and the third detects any increase in 
       temperature.  Even the body heat of an 
       unauthorized person in the room will 
       trigger it. 

A thermometer on the wall shows the temperature is 72 
degrees.  The ANALYST sets his glass down, boots up the 
computer, and starts entering data from the file folders. 

                 ETHAN (V.O.) 
       All three systems are state of the art. 
       
The ANALYST turns and takes a sip of his iced tea.  A drop of 
condensation runs down the glass and hits the floor. When it 
makes contact, the floor panel lights up. 

INT. TRAIN STATEROOM - NIGHT

The other team members gathered around the table look at 
ETHAN skeptically. 

                 LUTHER 
       And you really think we can do this. 

INT. TRAIN CORRIDOR - NIGHT 

The middle of the night and the train is dark. The team 
members come out of the stateroom to go to bed -- KRIEGER 
heads in one direction, ETHAN and CLAIRE in the other.

ETHAN stops.  His attention is drawn to the car ahead. There 
is a window in the door to the car and he looks through it. 

ETHAN'S P.O.V. THRU WINDOW (INT. BUSINESS CAR - NIGHT)

Ethan sees the business car, a plush space for busy 
executives to get some work done on the train. There are 
laptops, cellular phones, desks that fold out in front of 
spacious seats. 

A FEMALE EXECUTIVE, forty or so, is seated at one of the 
desks, typing away into her laptop. 

INT. TRAIN - CORRIDOR - NIGHT

ETHAN knocks on the compartment door. 

                 ETHAN 
       May I come in? 

                 CLAIRE 
            (wary but interested) 
       Sure... 

INT. TRAIN - CLAIRE’S COMPARTMENT - NIGHT                              

ETHAN and CLAIRE enter, ETHAN closing the compartment door. 
He pulls an envelope from his jacket and holds it out to her. 
She takes it, waits. 

                 ETHAN 
       It's cash. And a second passport. If 
       anything goes wrong when we're inside, if 
       you sense even the slightest deviation 
       don't look over your shoulder, you walk 
       away - you hear me? Just walk away. 

                 CLAIRE 
       You don't think we're going to make it. 

                 ETHAN 
       I didn't say that. 

                 CLAIRE 
       You didn't have to......... 

                 ETHAN
       I just need you to be safe. 

                 CLAIRE
       What about you? 

                 ETHAN
       What about me - Jim called an abort - I 
       didn't comply.  I lost the team. I just 
       need you to be safe. 

CLAIRE's coolness causes ETHAN to hesitate just enough to 
take it in. 

                 CLAIRE 
       I wish I'd never laid eyes on you.. 

And they're suddenly, violently in each others arms, kissing 
and half-falling onto the converted bed.  She suddenly 
resists.  He senses it and pulls away.  

                 ETHAN 
       Sorry. 

He rises and goes to the door.  He's got his hand on the knob 
when CLAIRE wraps her arms around him from behind, turns him 
to her and kisses him, deeply.  This time they sink slowly to 
the bed. 

                                                   CUT TO:

EXT. CIA LANGLEY - DAY 

Seen from the air, CIA headquarters is a sprawling complex, 
two huge buildings surrounded by acres of parking lots hacked 
out of a thick forest. 

                 LANGLEY

INT. COMMUNICATIONS ROOM - DAY 

KITTRIDGE, BARNES, and their STAFF are hard at work, 
photographs and biographical data of ETHAN on various 
computer and television screens around the room.  KITTRIDGE 
leans back in his chair, staring at the ceiling. 

                 BARNES 
       What I want to know is how Hunt accessed 
       the disavowed file, even after we cut off 
       his authorization code. 

                 AGENT LOWDEN/AGENT 
                 MAREK 
       He may have used Phelps' code. They were 
       friends, and Phelps, was still valid for 
       twenty-four hours.  

                 BARNES 
       If that's the case, we need to implement 
       a system to immediately deactivate an 
       agent's code immediately... 

KITTRIDGE brings his chair legs down on the floor with a 
BANG. 

                 KITTRIDGE 
       I can't believe what I'm listening to. 
       Hunt just kicked us in the ass, you guys 
       are standing here trying to figure out 
       what kind of shoes he had on!  I don't
       care how he did it, I want to know why he 
       did it!  Is he recruiting?  For what 
       purpose? 

From somewhere in the building, an ALARM sounds, not too loud 
in here. 

                 AGENT PAT/AGENT 
                 LOWDEN 
       Survival. 

The alarm get louder as it goes off in another part of the 
building. 

                 KITTRIDGE
       Too short sighted.  This guy's proactive,
       he initiates.  The question is what does 
       he want now and where does he need to get 
       it and Barnes what the hell is that
       noise?! 

An AGENT is just coming in from the hallway. 

                 AGENT 
       Fire alarm, Gene. 

                 KITTRIDGE 
       Oh, for -- do we have to evacuate? 

                 BARNES
       That's S.O.P.. 

                 KITTRIDGE 
       S.O.P.. 

                                                   CUT TO:

EXT. VIRGINIA TWO LANE HIGHWAY - DAY

SIRENS BLARING, three fire trucks race past an inconspicuous 
gray van parked on the shoulder of a two lane highway. 

INT. CIA LANGLEY LOBBY - DAY                               

Three FIREMEN stomp into the main lobby of the CIA 
headquarters building.  ETHAN and KRIEGER are among them, in 
firemen's jumpsuits, carrying packs of equipment.  

ETHAN takes a breath as they cross to the GUARD's desk.  He 
looks up, above him. 

Etched into the top of one wall are the words "AND YE SHALL 
KNOW THE TRUTH AND THE TRUTH SHALL MAKE YOU FREE."

They reach the GUARD.  ETHAN, who wears Visco glasses, elbows 
to the front of the group and takes charge. 

                 ETHAN 
            (to the Guard) 
       We picked up alarms in sectors three, 
       seven, and twelve. 

The GUARD checks a screen in front of him. 

                 GUARD RICHARD 
       Yeah.  That's what I've got too. 

The FIREMEN look at each other.  Who is this guy?  But he 
seems to know what he's talking about, so -- 

                 ETHAN 
            (to the Guard) 
       What sector's the air conditioning? 

                 GUARD RANDALL 
       Uh -- twenty-one, but there's no alarm in 
       sector twenty-one. 

                 ETHAN 
       I gotta go in there and shut it down! 

                 GUARD RANDALL 
       Nobody goes into any sector where the 
       alarm didn't go off. 

                 ETHAN
       Do you want to blow the fire through the 
       whole building? 

                 GUARD RICHARD 
            (reciting policy) 
       Nobody goes into any sector where the 
       alarm did not go off --

EXT. CIA LANGLEY - PARKING AREA - DAY                            

One fire truck is parked slightly behind the others in the 
parking area of the headquarters building.  Second truck 
roars past.  LUTHER watches it go. 

INT. FIRE TRUCK - DAY

LUTHER is in the belly of the fire truck with a ton of 
equipment -- three laptops, a bundle of phone cable, a mini- 
dish antenna, a cellular phone, several thick phone company 
manuals with names like "COSMOS" and "SWITCHED ACCESS 
SERVICE." 

One laptop serves as a Visco monitor, showing a video image 
in which LUTHER watches ETHAN'S point of view of the stubborn 
GUARD, who's finishing his sentence. 

                 GUARD 
            (on screen) 
       --and it did not go off in twenty-one! 

LUTHER turns to a screen on another computer and searches 
through a complex facilities menu. 

                 LUTHER 
            (mouths) 
       Twenty-one, twenty-one --

He finds what he's looking for and double clicks on it.  A 
red box on his screen lights up -- 

INT. CIA LANGLEY - LOBBY - DAY                               

-- and the same red box lights up on the GUARD'S screen. 
From in the distance, a new ALARM begins to wail. 

                 GUARD RANDALL 
       Wait!  Hold it - it's on. Let's go. 

                 ETHAN
       Let's move! 

ETHAN turns and looks at one of the FIREMEN behind them -- 
it's CLAIRE.  CLAIRE and KRIEGER follow ETHAN/GUARD to 
corridor. 

INT. CIA STORAGE ROOM - DAY 

CLAIRE quickly slips out of her fireman's jumpsuit, revealing 
a business suit underneath.  She clips an ID tag to her 
breast pocket.  

She pulls a piece of paper from her pocket, a computer 
printout of a man's ID photo.  She stares at the face, 
studying it. 

INT. CIA CAFETERIA - DAY 

CLAIRE, carrying a cup of coffee and a muffin, looks for a 
spot among the tables in the cafeteria of the headquarters 
building. 

She sees a MAN sitting alone, reading a newspaper.  It's the 
man whose picture she looked at in the storage room.  She 
sits next to him. 

He looks up and gives her an acknowledging half smile, then 
goes back to his paper. 

He turns to pick up the paper and in the moment he is facing 
the other way, CLAIRE pulls out a small vial resembling a 
perfume sampler.  She dumps the clear liquid contents into 
his coffee.  He turns back and hands her part of the paper. 
CLAIRE smiles. 

COFFEE MAN drinks up.  CLAIRE stares at his shoulder 
strangely.  He notices. 

She reaches out and flicks something off his shoulder blade. 

He smiles.  But she hasn't flicked something off his shoulder 
blade, she's flicked something onto it -- a little piece of 
shiny gray metallic tape.  CLAIRE leaves the table. COFFEE 
MAN drinks up and leaves the table. 

INT. FIRE TRUCK - DAY

LUTHER stares at another one of his laptops, this one with a 
blueprint of the inside of the building.  A cursor begins to 
flash in one of the rooms.  LUTHER smiles. 

                 LUTHER 
       Hi there. 

INT. CIA CORRIDOR/GUARD STATION - DAY                               

A GUARD carrying an MP5, a handheld machine gun, leads ETHAN 
and KRIEGER to a heavy metal door marked SERVICE. 

                 GUARD 
       Air conditioning's through here! 

They turn a corner, walking directly past -- 

-- COFFEE MAN, who's coming the other way.  We stay with 
COFFEE MAN. 

INT. CIA LANGLEY - CORRIDORS - DAY                            

COFFEE MAN comes out of the cafeteria, walks down the 
corridor. he goes to the restricted access door, taps the 
control panel. 

                 CIA ANALYST
       William Donloe. 

COFFEE MAN (ANALYST) walks past a GUARD desk and peers into 
an optometric scanner and we suddenly remember where we've 
seen COFFEE MAN before.  He's the TECHNICIAN who works at the 
secured computer terminal. 

INT. CIA - SERVICE AREA - DAY 

ETHAN and KRIEGER in the service area - preparing.  ETHAN 
putting the mask in a bag. 

The GUARD returns. 

                 GUARD 
       Where's the other guy? 

The GUARD moves towards ETHAN, who kicks back at him, pushing 
him back to KRIEGER, who zaps the GUARD on the back of the 
neck.  He twitches and slumps to the ground, unconscious. 
KRIEGER quickly grabs him around the neck. 

ETHAN turns.  Holding the GUARD'S head with one hand, KRIEGER 
pulls a stiletto from the sheath in the back of his belt with 
the other.  He jabs it toward the base of the GUARD'S skull - 

-- but ETHAN is on him in a flash.  He grabs KRIEGER's knife 
arm shoving it up against the wall.  Staring into KRIEGER'S 
face in warning. 

                 ETHAN 
       Zero body count. 

                 KRIEGER 
            (a threat) 
       We'll see.  

                 ETHAN
       Time up. 

ETHAN releases him and walks away. 

INT. VERTICAL DUCT - DAY 

The Guard is tied up, lying on the floor of the Service Area 
Room.  ETHAN and KRIEGER are below the open vent into the 
duct system. 

The first climb is straight up.  KRIEGER cups his hands under 
ETHAN'S foot and lifts him up into the duct as he starts to 
climb. 

INT. DUCT - DAY 

ETHAN and KRIEGER crawl quickly through the ducts, moving 
horizontally now.  They reach a juncture and turn right. 

                 ETHAN 
       1 - 2 - 3 - Toast, toast.  Luther, I'm 
       going in.  Don't disappoint me...Krieger, 
       from here on in, absolute silence. 

INT. DUCT - DAY                                             

ETHAN and KRIEGER reach a ventilator shaft in the duct.  A 
laser net protects the ventilator, red shafts of light cris- 
crossing every which way.  ETHAN looks down, through the net. 

He can see the computer room below and the top of the 
TECHNICIAN'S head. 

INT. DUCT - DAY                                              

In the duct, ETHAN signals to KRIEGER, making a triangle of 
his hands.  KRIEGER wriggles forward and hands him a multi- 
sided, pyramid shaped glass object.  

ETHAN raises the pyramid and intercepts a portion of one of 
the laser net's beams. The pyramid glows and we realise what 
it is -- a prism. 

The laser beam now captive in the prism, ETHAN carefully 
moves it out of the centre of the ventilator shaft and 
directs it toward another prism, clearing a path through the 
shaft. 

INT. CIA - COMPUTER ROOM - DAY                             

Up in the ceiling above it, one of the screws starts to move 
in the ventilator shaft, unscrewing.  When it appears ready 
to drop out, a thin strip of metal snakes out from between 
the bars of the shaft and edges up next to the screw. 

The screw drops out of its hole but it doesn't drop to the 
floor, it zips over and clings to the side of the metal strip 
with a gentle CLICK, as to a magnet. 

The screw is pulled up, through the shaft.  Now the whole 
shaft moves, down, into the room, held by a hand. 

It turns sideways and is pulled up, into the duct. 

A rubber tube snakes down, through the hole, coming to a stop 
near the thermostat, which says it's seventy-two degrees.  A 
gentle WHOOSH is audible as frosty air blows through the 
tube, cooling the room. 

INT. CIA COMPUTER ROOM - DAY

The TECHNICIAN defaults the security systems outside the 
terminal room. 

INT. CIA - COMPUTER ROOM - DAY

It is eerily still in the locked-down computer room we saw 
earlier.  No-one is there, there's not a sound but for the 
gentle HUM of the computer as it waits to be put to use. 

Now ETHAN's head descends slowly into the room, his hair 
falling in front of him. 

At first it seems he's just poking his head in for a look, 
but he keeps coming and coming -- first his head, then 
shoulders, then waist, then knees, and finally we see his 
ankles and understand.  

He is lowered to stop in front of the thermometer and 
temperature read out on the computer.  Suddenly ETHAN is 
lifted back up quickly to hang at ceiling height above the 
computer as the ANALYST enters the room. 

INT. CIA - COMPUTER ROOM - DAY                                  

The TECHNICIAN crosses to the computer and sits down, a stack 
of work to his right. 

INT. CIA COMPUTER ROOM - DAY                                    

The TECHNICIAN is working away at the computer.  He pauses 
and wipes some sweat from his forehead. 

INT. CIA COMPUTER ROOM - DAY                                      

With a strange look on his face, the TECHNICIAN looks up. 
It's almost as if he senses ETHAN above him but instead -- 

                 TECHNICIAN 
       Oh, God. 

-- he vomits.  

He reaches for the garbage can and upchucks again.  Puzzled, 
sick and feeling another wave coming on, he drags himself to 
his feet, hauls himself across the room and leaves. 

INT. CIA - COMPUTER ANTEROOM - DAY                             

Even sick, the TECHNICIAN still thinks to re-activate the 
alarm systems with a card-key.  They HUM back to life 
efficiently, a light flashing: 

       INTRUSION COUNTERMEASURES ON

INT. CIA COMPUTER ROOM - DAY                                   

ETHAN descends again, slowly but steadily, until he is at the 
same height as the computer terminal to hang horizontally in 
front of the computer. 

A heavy velcro strap binds his ankles together, secured by a 
rope that leads up into the ventilator shaft and through the 
set of pulleys. 

INT. DUCT - DAY 

KRIEGER holds the rope, his jaw clenched, sweat breaking out 
on his forehead. 

INT. CIA - COMPUTER ROOM - DAY                               

Unfortunately, he's three feet away from it.  He stretches 
his arms but can't reach. 

He blinks, unable to believe this.  He curls himself into a 
situp and looks up, into the shaft. 

INT. DUCT - DAY                                      

KRIEGER sees the predicament. 

INT. CIA - COMPUTER ROOM - DAY                               

ETHAN gestures to him, pointing to the floor.  Slowly, 
KRIEGER drops him another few feet.  Now ETHAN's lower than 
the terminal and still three feet away from it. 

He closes his eyes, summoning his strength and does another 
situp, bringing himself up right in front of the terminal. 

INT. FIRE TRUCK - DAY                                 

In the fire truck, LUTHER, who is watching on the Visco 
monitor, turns his head upside down to get a look at what 
ETHAN sees. 

He cups his hands around the microphone of his headset and 
begins to whisper.  We hear only the moist, airy sound of his 
breath, not the words. 

                 LUTHER 
       Type this password: AW96B6.  Return.  Go 
       to the files menu, find the NOC list 
       file.  Open "NOC List."  Put your 
       diskette in.  Double click on the NOC 
       list. 

INT. CIA - COMPUTER ROOM - DAY                               

ETHAN's ear receiver WHISPERS ever-so-slightly.  He reaches 
out, to the upside down keyboard, cranes his head to see it
and starts typing, softly. 

The computer HUMS, activated.  ETHAN unbuttons his pocket, 
withdraws a 3.5 disk and slides it gently into the floppy 
drive. 

The computer accepts it with a soft WHIR.  ETHAN winces, even 
that soft sound is deafening in these circumstances.  

But no alarms go off. 

INT. FIRE TRUCK - DAY                                          

LUTHER cranes his head again to see the computer terminal 
through ETHAN's trembling viewpoint.  He WHISPERS more 
commands.

                 LUTHER 
       Ok, good!  It's scrolling.  0K, now we're 
       going to download.  Edit menu.  Select 
       "copy to disc".  You're downloading. 
       When it's all green it's done. 

INT. CIA - COMPUTER ROOM - DAY

ETHAN types in the contends, presses enter and the screen 
displays a comforting message: 

       DOWNLOADING

INT. FIRE TRUCK - DAY                                           

LUTHER'S eyes widen as he gets his first look, on the Visco 
monitor, of the specific information they're downloading. 
The NOC list. 

                 LUTHER 
       Holy mother of God. 

INT. DUCT - DAY                                                

KRIEGER shakes with the strain of holding the rope.  His eyes 
suddenly widen as he sees something next to him. 

It's a rat.  KRIEGER stares. The rat stares back.  Neither 
moves.  Puzzled by KRIEGER'S lack of response, the rat crawls 
forward, inquisitive. 

KRIEGER's eyes water, his nose twitches.  He's about to 
sneeze. 

INT. FIRE TRUCK - DAY                                          

LUTHER pulls himself together and WHISPERS another command 
into the microphone. 

                 LUTHER 
       You've done it.  Eject it. 

INT. CIA - COMPUTER ROOM - DAY                             

The 3.5 disk is ejected from the floppy drive.  ETHAN pockets 
it and signals to be raised. 

Slowly, his body starts to move up.  As it does, a bead of 
sweat rolls down his nose, balling at the tip. 

ETHAN ignores it.  But below him, he sees the floor tiles, 
four of them lit up under the wheels of the chair at the 
computer terminal.  

His eyes widen as he realizes something -- 

--the drop of sweat falls -- 

--and he catches it with his right hand. 

INT. CIA - MEN'S - DAY                                    

CIA ANALYST crosses corridor from restricted access door to 
bathroom. 

A toilet FLUSHES, smashing the silence, and the TECHNICIAN 
staggers out of the bathroom. He goes to the sink and throws 
some water on his face. He's still unaware of the piece of 
shiny metallic tape stuck to his shoulder blade. 

He walks out of the bathroom, crosses corridor to door. 

INT. FIRE TRUCK - DAY                                       

On one of LUTHER'S laptops, the blinking cursor starts to 
move down a corridor.  LUTHER speaks into his microphone. 

                 LUTHER 
       He's rolling.  Get moving! 

INT. CIA - COMPUTER ROOM - DAY                             

ETHAN is near the ceiling, but KRIEGER isn't pulling any 
more.  ETHAN looks up at him, wide-eyed and gestures to pull 
him up.  KRIEGER shakes his head no. 

ETHAN gestures -- "WHAT?!" 

INT. FIRE TRUCK - DAY                                     

The cursor is halfway across the screen. 

                 LUTHER 
       Get out of there -- get out of there --

INT. CIA - COMPUTER ROOM - DAY                                

ETHAN still dangles.  Holding the rope with one hand, KRIEGER 
holds out his other, demanding something.  He wants the disk. 

INT. CIA CORRIDOR/GUARD STATION - DAY                             

The TECHNICIAN makes his way back down the corridor, toward 
the computer room. 

INT. FIRE TRUCK - DAY                                          

The blinking cursor is near the edge of the screen and LUTHER
is sweating. 

                 LUTHER 
       He's at the vault - get moving!  1 
       yellow, 2 yellows...Toast! 

INT. CIA - COMPUTER ROOM - DAY                               

ETHAN, still hanging upside down, has refused.  KRIEGER 
demands again. 

INT. CORRIDOR/GUARD STATION - DAY                                

The TECHNICIAN passes through the optometric scanner. 

INT. FIRE TRUCK - DAY                                         

                 LUTHER 
       You're not moving!

INT. CIA - COMPUTER ROOM - DAY                                

ETHAN is hoisted up. 

INT. FIRE TRUCK - DAY                                          

                 LUTHER 
       Phew! (to himself) NOC list. 

INT. CIA - COMPUTER ROOM - DAY                                

ETHAN has the diskette in his mouth.  KRIEGER leans down and 
takes it.  He drops the knife. 

                 KRIEGER 
       Merci. 

                 ETHAN 
       We're not outta here yet. 

INT. CIA - COMPUTER ANTEROOM - DAY 

The TECHNICIAN deactivates the alarm systems, swings the 
door open and comes back into the room.  

He turns to close the door behind him and in so doing just 
misses seeing ETHAN'S head as it is pulled back up into the 
ceiling. 

                                                   CUT TO:

INT. DUCT - DAY                                           

ETHAN throws smoke cannisters and he and KRIEGER crawl 
frantically back through the duct, the way they came. 

INT. CIA LANGLEY - LOBBY - DAY                              

CLAIRE walks quickly past the GUARDS in the reception area 
and out of the building. 

INT. CIA - COMPUTER ROOM - DAY                               

The TECHNICIAN enters the room and shuts the door.  He sees 
the knife, picks it up, looks at it and then puts it down. 
He resumes his work at the computer but when he punches up 
his program, something prints out on his screen.  Its header: 

       KEYSTROKE LOG -- FILE DOWNLOAD 
           11/18/95 9.58 AM

And it goes on.  The TECHNICIAN'S eyes widen in disbelief. 
He spins back in his chair and reaches for the nearest 
telephone. 

INT. CIA - COMMUNICATIONS ROOM - DAY                           

In the communications room, tempers are running a little 
high.  KITTRIDGE is on his feet, berating his staff. 

                 KITTRIDGE 
       Think, for Christ's sake, you guys are 
       mired in detail, open your minds, it's 
       gotta be staring us in the face!  What 
       does Ethan Hunt want?! 

                 BARNES 
       Same thing he wanted in Prague!  Same 
       thing he's always wanted!  The NOC list! 

                 KITTRIDGE 
       Okay! 

Now it's coming together in KITTRIDGE'S mind and a horrible 
thought occurs to him. 

                 KITTRIDGE (CONT'D) 
       And where is the list vulnerable? 

There is nervous silence for a moment.  Behind KITTRIDGE, on 
the other side of the room, the phone starts to ring. 

An AGENT gets up to answer it as a creeping fear pervades the 
room. 

                 KITTRIDGE (CONT'D) 
            (joking) 
       Other than here. 

Nervous laughter goes around the table.  It fades.  On the 
other side of the room, the AGENT who answered the phone 
turns, receiver in hand, face ashen. 

He holds the phone out to KITTRIDGE, terrified, the bearer of 
extremely bad news. 

They all turn slowly and look at him.  He holds the phone out 
to KITTRIDGE, shaking slightly. 

                 AGENT 
       It's for you. 

                 KITTRIDGE 
       Kittridge, yup? 

                                                   CUT TO:

EXT. VIRGINIA ROAD - DAY                                   

It may be a HUMAN SCREAM or it may be a SIREN'S WAIL but it 
echoes over the forest as a lone fire truck ROARS away from 
the headquarters building, making its escape. 

INT. FIRE TRUCK - MOVING - DAY                                

LUTHER, KRIEGER, CLAIRE and ETHAN, the victorious team, are 
in the truck's cab.  They exchange looks of massive relief. 
But no one speaks.  LUTHER, in particular, looks heavily 
troubled by what they've just done. 

ETHAN looks at CLAIRE, who is jammed into the seat next to 
him.  She drops her head on his shoulder, exhausted. 

KRIEGER, in the driver's seat literally and figuratively. 

ETHAN just looks straight ahead and to CLAIRE. 

                                                   CUT TO:

INT. COMMUNICATIONS ROOM - DAY                           

The TECHNICIAN who discovered the theft of the list sits at 
one end of the now-empty conference table in the 
communications room.  KITTRIDGE sits in a chair beside, 
staring gravely at him. 

He gets up and walks to the door, where HARRY BARNES hovers. 
KITTRIDGE lowers his voice, it's barely audible. 

                 KITTRIDGE (CONT'D) 
            (to Barnes) 
       You and I know about this -- and that's 
       where it stops.  Understand?  It never happened. 

                 BARNES 
       What about him...? 

He gestures to the TECHNICIAN, who watches them anxiously. 

                 KITTRIDGE 
       I want him manning a radar tower in 
       Alaska by the end of the day.  Just mail 
       him his clothes. 

He leaves.  Barnes turns to the TECHNICIAN, who looks up at 
him anxiously. 

                                                   CUT TO:

EXT. LONDON - NIGHT                                       

Night. This street is a row of nondescript hotels, one after 
the other, with anonymous names like "Hotel Pomeroy," "Hotel 
Vincent," and "Hotel Berridge." 

                 LONDON 

INT. LONDON SAFE HOUSE - NIGHT                            

This barely furnished flat is as nondescript as the row of 
buildings it's in.  ETHAN hurriedly digs through an overnight 
bag until he finds what he's looking for -- the now-battered 
bible he's used to contact Max.  He flips through the pages 
and crosses the room to his laptop, which is powered up and 
waiting on the tiny desk. 

LUTHER, alone in a chair across the room. is seriously 
preoccupied.  KRIEGER is sprawled-on a ratty sofa, hoisting a 
lager and watching CNN. 

CLAIRE is at the window staring out, anxious. 

KRIEGER glances over the back of the sofa at ETHAN. 

                 KRIEGER 
       You contacting your buyer? 
            (no answer) 
       Ethan? 

From the desk, ETHAN glances up.  Then goes back to the 
computer.  KRIEGER continues to glare over the sofa back. 

                 KRIEGER (CONT'D) 
       Ethan?  Oh, 'scuse me Mr. Hunt? 

ETHAN ignores him, working.  His computer jams with static as 
it connects to a BBS.  The screen blinks and displays the 
familiar Bible group service through which he's contacted 
Max.  When it asks him which chapter and verse for the 
posting, ETHAN flicks through the Bible, looking for the next 
code.  He  begins to type. 

       MAX -- Now might be an excellent time 
       to interpret Scripture face to face. 
       Meet on TGV, noon tomorrow.  Take 
       seat 27.  Bring our mutual friend 
       Job.

KRIEGER suddenly appears over his shoulder and knocks bible 
out of Ethan's hands to the floor. 

                 KRIEGER 
       You're not going to any meeting without me. 

                 ETHAN 
       My contact is extremely shy. 

He goes back to the computer, his finger hovering over the 
"ENTER" button. 

LUTHER and CLAIRE watch this growing conflict closely. ETHAN 
sighs and stands up.  KRIEGER pulls out the blue disk he took 
from ETHAN in the computer room and waves it in front of him. 

                 KRIEGER 
       I don't think you're in any position to 
       give orders, do you?  Not while I'm 
       holding this. 

                 CLAIRE 
       Krieger. 

                 KRIEGER 
       Stay out of this. 
       OR 
       Lachez - moi 
       OR  
       T'agueue 

                 ETHAN 
       Don't you mean this? 

He reaches into his briefcase and pulls out an identical 
disk.  He puts it back in his jacket pocket. 

KRIEGER stares for a second. 

                 KRIEGER
       That's not it.  That's not the list. 

                 ETHAN 
       What's the matter, you don't know this 
       trick? 

He holds the jacket pocket wide open, for KRIEGER to look 
into.  KRIEGER does.  The pocket is empty. 

                 ETHAN (CONT'D) 
            (mock surprise) 
       Where did it go?!  It's GONE! 

ETHAN walks over to CLAIRE, reaches into the pocket of the 
trousers she's wearing and pulls out the disk. 

                 ETHAN (CONT'D) 
       But not too far! 

He palms the disk in his right hand. 

                 ETHAN (CONT'D) 
       I know what you're thinking, Krieger. 
       You're thinking, back in the computer 
       room -- I was up here -- he was down 
       there -- .  He was carrying two discs. 

While he talks, he rotates his hand, palm away from KRIEGER. 
When he rotates it back, the disk is gone again.  He holds up 
his left hand.  It's there now. 

                 ETHAN (CONT'D) 
       So hard to keep track of these things. 

ETHAN shows his hands -- now both are empty. 

                 KRIEGER 
            (fuming) 
       Where is it? 

ETHAN pats his pockets, pretending to be frantic. 

                 ETHAN 
       I thought you had it!  Do you actually 
       think I'd let you have the NOC list? 

KRIEGER just stares at him, shaken.  CLAIRE laughs.  KRIEGER 
looks at her.  He turns completely red.  When he looks back 
at ETHAN, ETHAN holds two disks -- one in each hand. 

                 KRIEGER 
       Try any sleight-of-hand with my money and 
       I’ll cut your throat. 

He tosses his worthless disk into the trash can and storms 
out, SLAMMING the door behind him.  ETHAN picks up the Bible 
and sees Drake Hotel. 

                 CLAIRE 
       I'm so sorry.  Krieger was my call.  I've 
       never worked with him.  I'm sorry, Ethan. 

                 ETHAN 
       We did what we had to do. 

                 CLAIRE 
       I'm going to try and get some sleep. 

She leaves, closing the door behind her, leaving ETHAN and 
LUTHER alone. 

ANGLE                                                      

ETHAN waits a moment, then casually walks to the trash can, 
picks up the disk KRIEGER threw out and brushes it off 
carefully. 

He replaces it, in the trash, with the blue disk from his 
jacket pocket. 

                 LUTHER 
       Krieger did have the NOC list. 

                 ETHAN 
       Now I want you to hold onto it. 

                 LUTHER 
       What makes you trust me? 

                 ETHAN 
       Because if you knew what you were getting 
       into, you never would have done it. 

                 LUTHER 
       I'm not letting this list get out in the 
       open. 

                 ETHAN 
       Exactly, that's your job.  Tomorrow on 
       the train, you can't let this list get 
       out into the open.  What's the range of 
       this thing? 

                 LUTHER 
       It's hard to tell.  I'm gonna have to be 
       close. 

                 ETHAN 
       I'll get you close. 

Claire opens the door. 

                 CLAIRE 
       Ethan I need to talk to you. 

ETHAN follows CLAIRE into her room where she shows him the 
television screen. 

INSERT - SCREEN 

On the screen, an anchor in the CNN news center. 

                 ANCHOR 
       The unlikely setting...a farm in the 
       heartland of America...the State of 
       Wisconsin, where federal agents claim to 
       have broken the brain trust behind an 
       international drug ring.  For a report we 
       go live now to CNN correspondent (Joe 
       Jones) in the state capitol, Madison. 
       (Joe)...? 

CNN reporter speaks to camera, on the steps of a courthouse. 

                 REPORTER 
       Authorities have identified the couple as 
       Margaret Ethan Hunt and Donald Hunt. 

BACK TO SCENE 

ETHAN looks.  CLAIRE behind him. 

INSERT - SCREEN 

An OLDER COUPLE, mid-sixties, exit the doors and are led down 
the steps of the courthouse in shackles.  The Reporter and 
other news crews race up to the door. 

                 REPORTER 
       Here they are now. 

Camera follows the couple downstairs.  Police roughly pull 
them away from the news crews. 

BACK TO SCENE

INSERT - SCREEN                                                 

                 REPORTER 
       They were apprehended this morning by the 
       DEA in a major sting operation for the 
       illegal manufacture of the drug 
       methcathinone, known on the street as 
       "cat". 

BACK TO SCENE                                                   

ETHAN 

INSERT - SCREEN                                                   

                 VOICE (O.S.) 
       Similar to methamphetamines, cat is seen 
       by officials as one of the most powerful 
       and dangerous drugs in the world.  Some 
       thirty-four cat labs have been seized so 
       far, but the recently widowed Mrs. Hunt 
       and her brother-in-law are believed to be 
       involved in a global drug distribution 
       network. 

A public official exits the building.  The reporter and other 
news crews charge up to him. 

                 REPORTER 
       Mr. Fairchild, agent Fairchild, a comment 
       please. 

The image on the television changes to an interview with a 
PUBLIC OFFICIAL who faces a bank of microphones. 

                 PUBLIC OFFICIAL 
       I think it's sad, really.  Farmers, 
       unless they're a conglomerate, are always 
       operating on a paper-thin margin.  I'm 
       afraid what we have here is a case of a 
       naive and lonely widow with a lot of 
       financial problems who chose to make 
       money through illegal means. 

                 REPORTER 
       That was John Fairchild, the DEA agent in 
       charge of this investigation.  Officials 
       tell me that international law 
       enforcement agents are expected to arrive 
       here later today to question the Hunts. 
       This is Joe Jones, CNN, Love in Madison, 
       Wisconsin. 

BACK TO SCENE                                               

                 ETHAN 
       Kittridge... 

                 CLAIRE 
       Bastard! 

ETHAN switches TV off and paces away from it.  His anger 
erupts and he kicks the old filing cabinets, then picks up a 
chair and throws it across the room so it smashes into the 
wall.  CLAIRE tries to get hold of him, but he shakes her 
away. 

                 ETHAN 
       Don't...don't touch me... 

CAMERA SWING PANS between them. 

                 CLAIRE 
       What are you going to do? 

                 ETHAN 
            (turns to her and gestures at TV) 
       He's expecting my call. 
            (strides to door) 
       I'm going to the station... 
            (o/s at door) 
       And I'm going to call him. 

EXT. LONDON SAFE HOUSE - RAIN - NIGHT                           

ETHAN comes out from a side street by Liverpool Street 
Underground Station and crosses the road to the main station. 
CLAIRE watches him from the window. 

INT. LONDON TERMINUS RAILWAY STATION - NIGHT                        

ETHAN hurries down escalator.  CAMERA MOVES IN on him.  He 
crosses to the TELEPHONE BOXES. He starts to dial a number. 

                                                   CUT TO:

INT. CIA - COMMUNICATIONS ROOM - NIGHT                             

A light flashes and a phone BUZZES.  KITTRIDGE in shirt and 
tie, picks up.  BARNES and several other AGENTS are 
monitoring newscasts and engaged in various activities 
related to the Hunt case. 

                 KITTRIDGE 
            (picking up) 
       Kittridge. 

                 ETHAN (O.S.) 
       I see you've been out visiting the folks. 

                 KITTRIDGE 
            (covers receiver) 
       It's Hunt.  What do you need for a 
       pinpoint? 
            (to Ethan) 
       Been watching a little T.V., have you? 

One of the technicians frantically scratches something on a 
piece of foolscap and waves it at KITTRIDGE:  "80 SECONDS". 

KITTRIDGE nods. 

EXT. PHONE BOX - LONDON - NIGHT                             

                 ETHAN
       Hauling Mom off to jail in shackles was 
       an especially nice touch. 

INT. CIA - COMMUNICATIONS ROOM - NIGHT                           

At the console, the number 44 flashes on the TECHNICIAN'S 
screen. 

                 TECHNICIAN 
       He's in England. 

BARNES scratches England and 22 seconds on foolscap and waves 
it. 

                 KITTRIDGE 
            (covering receiver) 
       Get MI5. 

The TECHNICIAN opens another line on his console and begins 
patching through to Whitehall. 

                 KITTRIDGE 
       Ethan, I want to reassure you that my 
       first order of business after you come in 
       is to get these ridiculous charges 
       against your family dropped and 
       eliminated completely from their files. 
       Come in now, we can plea down the charges 
       against you as well. 

The wall clock is thirty seconds and counting down.  The 
TECHNICIAN is frantically signalling KITTRIDGE to keep 
talking.  KITTRIDGE is momentarily stuck.  Fortunately: 

                 ETHAN (O.S.) 
       Can I ask you something, Kittridge? 
       
                 KITTRIDGE 
       Certainly Ethan. 

INT. PHONE BOX - LONDON - NIGHT                             

                 ETHAN 
       If you're dealing with someone who's 
       crushed, stabbed, shot and detonated five 
       members of his own IMF team, how 
       devastated do you think you're going to 
       make him by marching Ma and Uncle Donald 
       down to the county courthouse? 

INT. CIA - COMMUNICATIONS ROOM - NIGHT                            

                 KITTRIDGE 
       I don't know, Ethan. Suppose you tell me? 

Click.  ETHAN has hung up.  KITTRIDGE looks hopefully to the 
TECHNICIAN who says: 

                 BARNES 
       Lost him.  We needed three more seconds. 

Surprisingly KITTRIDGE is not as upset as he is puzzled. 

                 KITTRIDGE 
       He wanted us to know he was in London. 

Clearly that's the question that KITTRIDGE is turning over in 
his mind and he doesn't have a simple answer to it. 

                                                   CUT TO:

EXT. PHONE BOX - LONDON - NIGHT                           

Close Digital clock.  It reads 23.59.  Angle widens to show 
ETHAN looking at it with grim satisfaction.  He opens the 
door of the phone booth and almost SMACKS right into -- 

--the pale, weary, ghostlike figure of a man standing just 
inches in front of him.  Startled, ETHAN looks up, but what 
he sees shakes him to the core. 

The man is JIM PHELPS. 

ETHAN SHOUTS and almost falls back into the phone booth. 
PHELPS leans against the door of the booth and smiles weakly. 

                 PHELPS 
       You're a hard man to catch up with. 
       
PHELPS falls towards ETHAN.  ETHAN tries to speak, but can't 
even form words. 

INT - RAILWAY STATION CAFE (DAY) 

ETHAN and PHELPS opposite one another in a booth, PHELPS 
looking clammy and listing to one side.  But the banter 
seems friendly and very quick - two friends and close 
colleagues able to follow one another's reasoning easily, 
finishing each other's sentences: 

                 PHELPS
       ..the next day I managed to drag myself 
       to the safe house, must've just missed 
       you..anyway, I checked our aliases.

                 ETHAN
       - and picked us up in the States -

                 PHELPS 
       - but you left before I could get there 
       and I could check just so many places.. 

                 ETHAN 
       Yeah, smaller countries don't computerize 
       customs records - 

                 PHELPS 
       - so I watched Europe. Once you showed 
       up in England..it was easy. 

                 ETHAN 
       You knew I liked the rentals at Liverpool 
       Street. 

                 PHELPS 
       Hey, I showed 'em to you! 

                 ETHAN 
       I remember.. 

PHELPS smiles warmly, has to steady himself to maintain an 
upright position.  He opens a medicine bottle and takes the 
pain killers. 

                 ETHAN 
       Jim, who do you think you're kidding?  A 
       doctor's gotta look at that.  You can't 
       sit up straight. 

                 PHELPS 
       I can sit up straight.  I just can't..sit 
       up straight very well.  It's not 
       important!  I saw who shot me.  Ethan, I 
       saw the mole.  It was Kittridge. 
            (a fist into the table) 
       Kittridge! 

PHELPS grips the sides of the table. 

                 ETHAN 
       Kitteridge.  Oh my god!  Kittridge is the 
       mole? 

                 PHELPS 
       Yeah. 

                 ETHAN 
       How did Kittridge do it?.. 

EXT. CHARLES BRIDGE - FLASHBACK - NIGHT                           

A reprise of PHELPS'S narrative only now ETHAN'S telling it 
and camera is showing the events as ETHAN sees they actually 
happened. 

                 ETHAN VO 
       - first he took care of Jack in the 
       elevator - 

At the Embassy PHELPS sends the elevator to the top of the 
building, watching it go and crush Kiefer. 

                 ETHAN VO 
       - he shot you on the bridge - 

On the Charles bridge PHELPS using the Visco glasses aims the 
gun toward them, fires, cants the glasses and tosses them 
into the Vltava River. 

                 ETHAN VO 
       - he must have had back up take out 
       Golitsyn and Sarah at the fence.. 

There on the embankment, in the night and fog, it is KRIEGER 
who takes out GOLITSYN and SARAH thru the fence.. 

                 ETHAN VO 
       How did he do Hannah? 

Here it is CLAIRE with back to camera who presses the 
detonator and turns dreamily to face it, the explosion 
brilliant behind her... 

                 ETHAN VO 
       No.  No.  He could've taken out Hannah 
       himself. 

PHELPS presses the remote detonator and the car blows.. 

OVER SHOULDER - PHELPS (INT. RAILWAY CAFE)

ETHAN looking intently at him.

                 ETHAN
       Why, Jim?  Why?

Awkward moment.

                 PHELPS
       ..when you think about it, Ethan, it was
       inevitable..no more Cold War.  No more
       secrets you keep from everyone but
       yourself, operations you answer to no one
       but yourself.  Then one morning you wake
       up and find out the President of the
       United States is running the country -
       without your permission.  The son-of-a-
       bitch!  How dare he?  You realize it’s
       over, you’re an obsolete piece of
       hardware not worth upgrading, you’ve got
       a lousy marriage and sixty-two grand a 
       year.  Kittridge, we’ll go after that no
       good son-of-a-bitch, big time!

                 ETHAN
       We don’t have to, Jim.  He’ll come after
       us.

                 PHELPS
       What’s going to make him do that?

                 ETHAN
       What he didn’t get in Prague.  The NOC
       list.

                 PHELPS
       Jesus, Ethan.  Good for you.

                 ETHAN
       A meeting tomorrow on the TGV, enroute to
       Paris.

                 PHELPS
       Tight security.  No guns.  Real plus.

                 ETHAN
       If I supposedly deliver the NOC list to
       Max, Max has agreed to deliver Job to me.
       I’ll have Claire and Luther Stickell with
       me on the train.  Marcel Krieger will
       have helicopter transport waiting in
       Paris.

PHELPS looks away.  Seems badly shaken.

                 ETHAN
       Jim...?

                 PHELPS
       I was sitting in a cafe waiting for you
       and suddenly there she was, standing in
       the rain just outside the safe
       house..alive and beautiful..and thinking
       I’m dead and gone.  God knows what she’s
       had to do forget about me to keep going
       and get the job done, I..

PHELPS breaks off abruptly.  Apparently some inner struggle
over this threatens to overwhelm him.  Then, controlling it:

                 PHELPS
       - no.  She can’t know about me.  No one
       can.  Not til this is over.  There’s too
       much at stake, Ethan.

                 ETHAN
       You’re probably right.

                 PHELPS
       I usually am.

                 ETHAN
       Once we leave the safehouse, get in there
       and crash.  I’ll call you from Paris.

                 PHELPS
       You got it.

                 ETHAN
       And get a doctor.

                 PHELPS
       Good luck.

INT. LONDON SAFE HOUSE - CLAIRE’S ROOM - NIGHT

The door to CLAIRE'S room in the safe house opens, throwing a
shaft of light over her form.  ETHAN creeps in and closes the
door behind him.

It is approximately one a.m. .  CLAIRE is huddled in the
corner.  ETHAN enters and stands looking at her.

                 CLAIRE
       What happened?

                 ETHAN
         (walks towards her)
       I sent the message to Max.  We’re on for
       tomorrow.

                 CLAIRE
       Okay...

                 ETHAN 
         (he steps towards her, stops)
       Is this the only way?

                 CLAIRE
       Yes.......come here....viens pres moi...

She draws him down by his hand to kiss her.

He kisses her again, more fully.  She wraps an arm around him
and he holds onto the kiss.  The room appears to revolve
around them.

                                                   CUT TO:

EXT. PRIVATE HELIPAD - DAY

Suddenly it’s bright, broad daylight, so bright it hurts our
eyes.

KITTRIDGE and BARNES step off a military helicopter, blinking
at the sunlight and hurry down the steps.

TWO AGENTS immediately flank KITTRIDGE at the bottom and fall
into step alongside, ready to brief him.  One of them holds
out a small package with "for Job" written on it.

KITTRIDGE looks at him.  He rips it open.  A note inside
simply says:

             TGV.  LONDON TERMINUS
                     Noon.

KITTRIDGE looks at his watch.  It’s ten to twelve.

As he reads the note, something else falls out of the
envelope and CLUNKS to the ground.

He bends over, picks it up, and looks at it.  Cradled in his
hand, we can’t see what it is.  But to him, it’s very
interesting.

He steps up his pace, headed for the car.

                 KITTRIDGE
            (to the Agent) 
       How long to the London Terminus?

                 AGENT
       Twenty, twenty-five minutes.

                 KITTRIDGE
       You’ve got ten.  Move!

INT. WATERLOO STATION PLATFORM - DAY

The sleek front power car, looking like the nose of an SST,
gets its 25,000 volt charge from the overhead catenary.

The rear power car gets its jolt.

The TGV starts to move, pulling out of the station.

INT. BUSINESS CAR - MOVING - DAY

The business car is similar to the one ETHAN saw on the first
train they look across Europe.  It’s crowded, maybe THIRTY
MEN and WOMEN in suits, most of them already immersed in work
on their laptops or talking on their cellular phones.

One such woman is MAX in her seat, number 27.  MATTHIAS and
the OTHER MAN, last seen dropping off ETHAN in Prague, sit
across from her, her laptop is on the table next to her, in
her briefcase.

                 MAX
       How long until we reach the Chunnel?

                 MATTHIAS
       Twenty minutes.

INT. REAR CAR - MOVING - DAY

A MAN puts a cellular phone and a radio/cassette machine on
the bunk-bed.  We only see his hands as he proceeds to take
the parts of a pistol out of the cassette machine and
assemble a wicked-looking pistol from the seemingly innocuous
electrical parts inside.

INT. BUSINESS CAR - MOVING - DAY

MAX is reading the Financial Times.  MATTHIAS is looking out
of the window.  A cellular phone rings inside MAX’s briefcase
in front of MATTHIAS.  MATTHIAS takes the phone out.

                 MATTHIAS
       Yes...
            (holds phone out for Max)
       It’s him.

                 MAX
            (into phone) 
       This wasn’t what we discussed.

                 ETHAN (O.S.)
            (on phone) 
       My apologies Max.  Couldn’t be helped.
       There’s a piece of black cloth under your
       seat.  Tear it away and you’ll find the
       disk.

MAX reaches down and does as instructed, finding the computer
disk as promised.  She hands it to Matthias who strips off
the velcro covering and slots it into the drive next to the
computer in the briefcase.  He boots it up quickly and turns
the briefcase containing the computer toward MAX for her to
see.

One half of the screen, with the heading "CRYPTONYM AND
OPERATIONAL SPECS" is already jammed with information.  The
blank second half of the screen acquires the title "TRUE
NAME," and information starts filling itself in rapidly --
names, addresses, identities.

As the two sides match up, a legend flashes:

       IDENTITY MATCH

                 MAX
            (back into phone) 
       Ha, dear boy!  I do hope this doesn’t
       prelude a meeting in private.

                 ETHAN (O.S.)
       It doesn’t, dear girl.  as long as you
       tell me where the money is.

                 MAX
       The possibility alone is worth ten
       million.  Baggage car, rack 3.  Silver
       briefcase.  Combination 314.

                 ETHAN (O.S.)
       What about Job?

                 MAX
       I wouldn’t worry about him.  Once you’ve
       got the money -- he’ll find you.

INT. BUSINESS CAR - MOVING (ANOTHER ANGLE)

LUTHER, three rows behind in another seat, is at work on a
laptop of his own.  A mobile Nokia phone is beside it - red
light flashing.

INT. SECOND CLASS CAR - MOVING (ANOTHER ANGLE) - DAY

KITTRIDGE and BARNES move through the second class car.  They
turn around and start working their way back again.

At the front, CLAIRE is getting desperate.  A LARGE MAN
passes through the door behind her.

The LARGE MAN continues back, nearing KITTRIDGE and BARNES,
who are forced to step into empty seats on the side in order
to make room for him to pass.  As they move by him, their
vision is momentarily blocked --

-- and CLAIRE gets up to follow.

She follows to the rear of the car and she passes through the
door and out of the car, after KITTRIDGE and BARNES talk in
doorway.

                 BARNES
       Only four more cars.

                 KITTRIDGE
       And if we don’t find him - we’ll search
       the whole train again.

                 BARNES
       What’s Hunt doing on the TGV?

                 KITTRIDGE
       High speed train.  No-one gets on.  No-
       one gets off.  High security.  Good place
       for a pass off to Max.

                 BARNES
       But why tell us?

                 KITTRIDGE
       He’s putting on a show, Barnes.

                 BARNES
       What kind of show.

                 KITTRIDGE
       I don’t know.
            (looks at his wrist monitor)
       It didn’t say on the tickets.

KITTRIDGE and BARNES go off back through the next coach.
CLAIRE follows into the same doorway and stops to speak into
her wristwatch to ETHAN:

                 CLAIRE
       Ethan...Kittridge is on the train.

                 ETHAN
       Kittridge is Job.  Max delivered.  How
       far is he from Luther?

                 CLAIRE
       Two cars.  Where are you?

                 ETHAN
       You are my eyes.  Stay with him.

She moves onto the next coach, going after KITTRIDGE and
BARNES.

INT. BUSINESS CAR - MOVING - (MAX) - DAY

On her computer screen in the business car, an ominous
message flashes.

       LIST COMPLETE

MAX dials a number on her cellular phone. She is calling Job.

                 MAX
            (into phone)
       He’s in the baggage car.

                 PHELPS (O/S)
            (assembling gun in sleeping
            compartment)
       I’ll be there.

MAX hangs up and hands the phone to MATTHIAS who slots it
into the briefcase next to the computer.  He dials a number
on the keyboard and pushes send.  The computer emits a DIAL
TONE.  Her computer flashes a message.

       MODEM DENIED

                 MAX
       What’s the problem.

                 MATTHIAS
       Connection denied.

                 MAX
       Try it again.

                 MATTHIAS
       It’s not working.

                 MAX
       Is something wrong with the phone?
         (Pause as he tries the phone)
       Well is something wrong with the
       batteries?

                 MATTHIAS
       I always check the batteries.

                 MAX
       Run it through from the top.

INT. REAR CAR (SLEEPING COMPARTMENT) - MOVING - DAY

The MAN assembling the gun CLICKS the last piece, the
silencer, into place.

INT. CAR (NEXT TO MAX’S CAR) - MOVING - DAY

KITTRIDGE and BARNES looking - stop in doorway.

                 BARNES
       Nothing but civilians, Gene.

                 KITTRIDGE
       This is bullshit - we don’t even know
       what Max looks like.

                 BARNES
       Maybe we don’t have to know what he looks
       like.  If he’s got that list, he’s going
       to want to check it.  We should be
       looking for laptops.

                 KITTRIDGE
       Good idea.

INT. BUSINESS CAR - (LUTHER) - MOVING - DAY

LUTHER sees them coming.  He smacks the laptop shut and
positions his jamming phone on the table to point at Max’s
computer.  He gets up, taking his computer with him, headed
for the rear of the car.  A WAITER sees the phone and goes
after LUTHER with it.

                 WAITER
       Excuse me, Sir, your telephone...

OTHER PASSENGERS?phones nearby go haywire.  LUTHER looks to
MAX.  Exits car.

INT. BUSINESS CAR - MOVING - (MAX) - DAY

Her dial tone finally hits the static of a computer
connection and the message on her screen changes:

       TRANSFER IN PROGRESS

                 MATTHIAS
       It’s working.

                 MAX
       Phew!  We’ve got five minutes...

INT. BUSINESS CAR - MOVING - DAY

LUTHER shuts himself in the bathroom.  The OTHER MAN follows
him, tries the door and waits his moment.  The OTHER MAN
bangs against the door.  LUTHER braces himself against the
door.

INT. ANOTHER CAR - MOVING - DAY

CLAIRE walking through.  She pauses to listen in her
earpiece.

                 ETHAN (O/S)
       I’ve got the money.  Meet me in the
       baggage car.

She walks on.

INT. BUSINESS CAR - MOVING - DAY

KITTRIDGE and BARNES are looking at the people in the
Business Car behind MAX.  CLAIRE passes them by heading for
the last executive coach to get to Club and Baggage Car.  She
passes the OTHER MAN at the bathroom door.  He follows her.

                 KITTRIDGE
       Get this door open.

KITTRIDGE and BARNES have seen CLAIRE go through MAX’S
Business Car and past the OTHER MAN at the bathroom door.
They follow, but suspect the locked bathroom door and stop
there to listen.

INT. LAST EXECUTIVE CAR - MOVING - DAY

CLAIRE moves swiftly through the last car (after MAX’S car).
up into the Club Car and opens the door leading to the
BAGGAGE CAR.  Goes in.  The door slams shut.

                 KITTRIDGE
       Hello, Luther.  Where’s Hunt?

                 LUTHER
       Mr. Kittridge, the NOC list is being
       modemed off the train.

                 KITTRIDGE
       Where?

INT. REAR CAR - MOVING - DAY

CLAIRE enters a little breathless.  Spotting PHELP’S profile
in the darkened car.

                 CLAIRE
       Ethan’s right behind me.  Listen to me
       Jim.  Is it such a good idea to kill him?
       We take the money.  Ethan takes the
       blame.  No-one else has seen you alive.
       No-one will believe him.

                 ETHAN
       Of course - I’m sorry to hear you say
       that Claire.

                 CLAIRE
       Ethan?

                 PHELPS
       Yes.  Ethan Hunt, darling.  Remember him?

Here PHELPS pulls out his assembled pistol.

                 CLAIRE
       You knew about Jim?

                 PHELPS
       Course he did.  Just exactly when he knew
       is something of a question.  Before or
       after I showed in London, mind telling
       me, Ethan?

                 ETHAN
       Before London.  But after you took the
       Bible out of the Drake Hotel in Chicago.

                 PHELPS
       They stamped it, didn’t they?  Those damn
       Gideons.

PHELP’S watch alarm goes off.

                 PHELPS
       Two minutes til Krieger shows.  This’ll
       have to be quicker than I’d like.
       Certainly quicker than you’d like.

                 CLAIRE
       Ethan, if you knew about Jim?..Why..

                 PHELPS
       Why the masquerade?  Why take the risk?
       Well, Claire, you’ve asked the question
       and you are the answer.

                 ETHAN
       I knew about Jim.

                 PHELPS
       But, he didn’t know about you.  In all
       fairness, Ethan, Claire was never
       convinced her charms would work with you.
       But I was supremely confident - having
       tastes the goods.  "Thou shall not covet
       thy Neighbour’s wife", Ethan.  Oh, Ethan
       is in love with you, Claire, make no
       mistake about it.  And like all the 
       world’s lovers, he’s tortured by the
       same, one pathetic question - "does she
       feel the same way I do?"

JIM turns to CLAIRE.

                 PHELPS
       Well Claire do you?  Have you been
       exploiting his feelings or returning
       them?

                 CLAIRE
       Jim - lets just get the money and get out
       of here.

CLAIRE goes to ETHAN.

                 CLAIRE (CONT'D)
       The money Ethan.

ETHAN hands her the money.

                 ETHAN
       You’ve earned it.

CLAIRE goes to Jim with the money.

                 PHELPS
       Count it.

CLAIRE starts to count.

                 ETHAN
       Tell me something Claire, that night in
       Prague, was it you or Jim that blew up
       the car and scattered Hannah all over
       town?

                 PHELPS
       Keep counting Claire.

                 CLAIRE
       It was me.  I did it.

CLAIRE hands PHELPS the money.


                 PHELPS
       Satisfied?

                 CLAIRE
       All ten million.

                 PHELPS
       Fold it.  Fold it tight.

                 ETHAN
       Aren’t you going to thank me Jim.  Ten
       million is better than six.

                 PHELPS
       Don’t flatter yourself - six was for
       Eastern Europe.  You made a lousy deal -
       ten for the world?  What is that?  But I
       needed you for the transfer with Max.  I
       got a little extra change;  and you got a
       little extra too.

PHELP’S watch alarm goes off.

                 PHELPS
       Sorry Ethan.  Times up.  Say goodbye.

                 ETHAN
       You’re wrong about one thing.  I’m not
       the only one who’s seen you alive.

ETHAN throws JIM the Visco glasses.

                 KITTRIDGE
       Good morning, Mr Phelps.

PHELPS and CLAIRE are stunned.

                 PHELPS
       You son of a bitch.

PHELPS points the gun at ETHAN.

                 CLAIRE
       Don’t Jim.

                 PHELPS
       Now we don’t have to eliminate him?  You
       like that, don’t you Claire?  Don’t you?

                 CLAIRE
       Yes.

                 ETHAN
       Jim, it’s over.

                 PHELPS
       Ethan - I’ve always taught you, nothing
       can be more dangerous than the truth.  It
       can kill you.

PHELPS shoots CLAIRE.  Struggle between PHELPS and ETHAN.
The gun is lost.  PHELPS beats ETHAN to the ground.  His
watch alarm beeps rapidly.  He turns, goes up the stairs
and...

ETHAN goes to CLAIRE.
                 
                 ETHAN
       Claire...Hey...

                 CLAIRE
       This stuff is so sticky.

                 ETHAN
       Claire.

                 CLAIRE
       It’s all right, Ethan..you’ll bring me
       back...won’t you...

                 ETHAN 
       I always have, Claire.. 

CLAIRE dies.  ETHAN looks to ladder hatch and climbs ladder. 

INT. REAR CAR - ENGINEER'S SECTION - DAY

PHELPS climbs up a ladder past an inert engineer slumped over 
the control panel -- an obvious earlier victim of PHELPS. 
PHELPS puts on a pair of clear goggles, reaches a trap door 
and climbs through it -- 

EXT. ROOF OF TRAIN - DAY

-- halfway out onto the roof of the train.  He reaches into 
his jacket pocket and pulls out a suction cup with a handle 
on the end of it.  He SMACKS the suction cup down on the roof 
and pulls himself the rest of the way out. 

He pulls out a second suction cup and SMACKS it down on the 
smooth surface of the train. 

Now for the tough part.  Using the suction cups, PHELPS 
slowly pulls himself forward, a foot at a time, pulling and 
replanting the cups as he goes.  

He drags himself over the length of the final car, to the 
back of the train, where the rear engine slants off sharply, 
a window for the ENGINEER. 

Half kneeling on the roof, PHELPS pulls out the clip from his 
belt.

He looks up, scanning the sky behind the train.  From out 
of the fog, a helicopter approaches. 

PHELPS turns and looks ahead, in the direction the train is 
going.  In the distance, he can see the chunnel approaching 
the tunnel under the English Channel.  His eyes widen. 

INT. HELICOPTER - DAY

KRIEGER is at the controls.  He sees the approaching tunnel 
as well. 

EXT. ROOF OF TRAIN - DAY

PHELPS crawls like hell to get into position.  Looking up, he 
sees KRIEGER pointing frantically behind him. PHELPS turns. 

ETHAN is climbing out the trap door. 

A cable and hook swing down from the helicopter, almost 
touching the roof of the train. PHELPS crawls closer to it. 

ETHAN, behind him, is in a far more precarious position. 
Without goggles or suction cups, he has to use his fingers to 
grab small holes on the roof.  

He is flipped over by the wind, ending up facing the other 
way.  Loses his grip and is blown backwards over the roof. 

INT. HELICOPTER - DAY

KRIEGER sees the Chunnel entrance approaching.  He gestures 
to PHELPS and tries to move the cable closer to him, passing 
over PHELPS and then back to him. 

EXT. ROOF OF TRAIN - DAY

PHELPS grabs the cable and is about to hook the cable onto 
his belt, ETHAN slides into him and they both crash onto the 
roof. 

ETHAN grabs the cable out of PHELPS hand and clips it onto 
the roof. 

PHELPS and ETHAN struggle, but they are hurtling dangerously 
closer to the chunnel entrance. 

They're now right on top of the chunnel entrance. 

INT. HELICOPTER - DAY

KRIEGER sees the tunnel, only seconds away now.  He paws at 
the controls, jerking back desperately on a certain lever. 

EXT. ROOF OF TRAIN - DAY

PHELPS kicks ETHAN and he falls off the far side of the 
train.  PHELPS falls off the near side and holding onto the 
strap manages to pull himself back on. 

-- The train ZOOMS into the tunnel -- 

-- AND THE HELICOPTER ROARS RIGHT IN BEHIND IT! 

INT. BUSINESS CAR/TUNNEL - MOVING - DAY

As the train roars into the tunnel, the business car goes 
nearly dark and the message on MAX'S computer screen changes 
one last time.  This time it says: 

       CONNECTION TERMINATED. 
           TRANSFER LOST.

MAX'S face falls. 

                 MAX
       Damn!

INT. REAR CAR/ENGINEER'S SECTION - DAY

Another CONDUCTOR races into the power car, past his inert 
companion, and is shocked to see the copter right behind the 
train.  He grabs a radio and SCREAMS into it. 

                 CONDUCTOR 
       No, no, it's IN the tunnel! 

                 VOICE (O.S.) 
       Stop the train! 

                 CONDUCTOR 
       It'll crash into us!  Accelerate, 
       accelerate. 

EXT. ROOF OF TRAIN/TUNNEL - DAY

For a moment, we see no one.  No ETHAN.  No PHELPS.  Moving 
around to the other end of the car, we see where they've 
gone. 

They're dangling from either side of it. 

PHELPS paws for one of the suction cups and pulls himself 
back onto the roof of the train.  ETHAN reaches for the other 
cup. 

The helicopter, fortunate that this tunnel is double track 
and barely wide enough to accomodate it, pursues, KRIEGER 
pushing it up to full speed again. 

But it can't lift up high enough to go completely over the 
train. 

EXT. ROOF OF TRAIN/TUNNEL - DAY

PHELPS, nearing the back, manoeuvers himself to the 
windshield of the rear power car, trying to grab the skid of 
KRIEGER'S copter. 

He doesn't see what's headed toward him, coming from the 
other direction. 

Another train. 

At the last moment, PHELPS notices the reflection of the 
oncoming train in the windshield and swings back onto the 
roof of his train, barely avoiding getting creamed by it as 
it blows by. 

The helicopter avoids the oncoming train too -- and PHELPS 
misses the skid.  

KRIEGER tips the front of the copter, trying to decapitate 
ETHAN with the rotor.  PHELPS jumps onto the skid, but the 
copter pitches so far forward the blade hits the top of the 
tunnel.  SPARKS and chunks of cement fly.  

KRIEGER levels the chopper quickly.  ETHAN uses the moment to 
leap from the train onto the other helicopter skid. 

PHELPS and ETHAN now hang on the skids, facing one another. 
Crouching on the skid, ETHAN digs in his pocket and pulls 
out -- 

-- a red and green piece of bubble gum. 

PHELPS sees it and SCREAMS at KRIEGER, who scrambles 
frantically for his gun. 

                 ETHAN 
       Red light, green light.  Asta Lasagna 
       mother fucker. 

ETHAN mashes the red into the green, slaps the gum onto the 
copter's underbelly and turns away from it. 

PHELPS kicks vainly at the gum, SCREAMING -- 

-- but the gum EXPLODES.  The force of the blast rockets 
ETHAN forward, he lands on the train's windshield. 

The helicopter whirls and BASHES into the tunnel, veers 
wildly, then pitches forward and down, smashing PHELPS under 
the skid and EXPLODING in a giant fireball. 

ETHAN, stuck on the windshield, can only watch as the 
wreckage of the copter tumbles down the train towards him. 
It stops just short of him, with its bent and broken rotor 
blade barely missing his throat.  

ETHAN lays his head against the windshield glass, utterly 
drained. 

INT. BUSINESS CAR/TUNNEL - MOVING - DAY

KITTRIDGE comes back into the business car and is joined by 
BARNES.  LUTHER, only slightly bruised, stands up next to 
them and gestures to MAX and her laptop. 

                 LUTHER
       I think this is what you're looking for. 

MAX looks up, stunned.  KITTRIDGE leans over and peers at her 
screen. He just smiles and sits down next to her, content to 
wait for her to speak. 

When she finally does, she's almost charming. 

                 MAX 
       My lawyers will have a field day with 
       this.  Entrapment, jurisdictional 
       conflicts -- 

KITTRIDGE leans closer to her and lowers his voice, just as 
friendly. 

                 KITTRIDGE 
       Maybe we'll just keep the courts out of 
       this one. 

                 MAX 
       I'm sure we can find something I have 
       that you need. 

                 KITTRIDGE 
       You know, I would love to try. 

EXT. LONDON PUB - DAY

LUTHER sits on a high stool, his PowerBook next to him, while 
he sips a beer.  A television screen is featuring follow-up 
coverage of yesterday's dramatic helicopter-train wreck in 
the chunnel.  Aside from emphasizing that it was the work of 
a lone, crazed character in a helicopter who was killed in 
the crash, there are comments about how miraculous it was 
there were no other fatalaties.  There are intermittent 
sounds of aircraft taking off and landing, announcements of 
arrivals and departures.  ETHAN into shot.  He sits beside 
LUTHER. 

                 LUTHER 
       Reach your folks? 
            (ETHAN nods) 
       How they feeling? 

                 ETHAN
       About what? 

                 LUTHER 
       The official apology from the Justice 
       Department, the VIP treatment, you know, 
       the whole nine yards. 

                 ETHAN 
       Well my Mother was a little confused 
       about how the DEA could mistake her and 
       Uncle Donald for a couple of dope smugglers 
       in the Florida keys. 

LUTHER picks up his beer. 

                 LUTHER
            (Laughs and with a British accent) 
       Cheers. 

They drink. 

                 ETHAN
       Here's to  you, Luther. (clink glasses)  To 
       being off the disavowed list. 

                 LUTHER 
       Hey, I'm the flavour of the month! 

                 ETHAN
       You're more than that, Luther.  They were 
       mistaken about you and they're trying to 
       show you they know it.  They want you 
       back in. 

                 LUTHER
       Sure.  They want me back in so I won't 
       break in!  They still can't figure out 
       how we did it. 

                 ETHAN 
       You didn't tell 'em at the debriefing? 

                 LUTHER 
       I figured I'd let 'em reinstate my back 
       pay, give me a promotion, check out my 
       office at Langley and then, maybe, talk 
       about it. 

                 ETHAN 
            (laughing) 
       It's all one big negotiation, isn't it? 

                 LUTHER 
       Why don't you come back with me? 

                 ETHAN 
       Just don't know why I'd be doing it. 

                 LUTHER 
       You really liked Phelps, didn't you? 

                 ETHAN 
       He was a good guy for a long, long time. 
       Just - not long enough. (looks up) Gotta 
       catch my flight..(rising) 
       So.  How's it feel being a solid citizen 
       again? 

                 LUTHER 
       Oh man...I don't know.  I'm gonna miss 
       being disreputable. 

                 ETHAN 
       Well, Luther - if it makes you feel any 
       better I'll always think of you that way. 

The two men understand one another and LUTHER will say no 
more.  The two exchange slight gestures of farewell and in a 
moment ETHAN disappears from the bar, leaving a contemplative 
LUTHER looking after him. 

INT. PLANE - NIGHT 

ETHAN HUNT slumps down in his scat, dosing. A FLIGHT 
ATTENDANT makes her way down the aisle, holding a case filled 
with movie cassettes. She stops before a lady passenger. 

                 FLIGHT ATTENDANT 
       Would you like to watch a movie, Miss 
       Clarke? 

She then stops before ETHAN. 

                 FLIGHT ATTENDANT 
       Excuse me, Mr. Hunt.  Would you like to
       watch a movie.

                 ETHAN
       No, thank you.

                 FLIGHT ATTENDANT 
       Would you consider the cinema of the 
       Caribbean? 

ETHAN just stares at her.  This couldn't be what it's 
sounding like. 

                 FLIGHT ATTENDANT 
       Aruba, perhaps? 

The camera moves into ETHAN's face.  They found him.  They 
want him back.  He looks up at her and..... 

                                             CUT TO BLACK 


                  THE END