Out Of Sight (1998)
by Scott Frank, production draft.
From the novel by Elmore Leonard.
More info about this movie on imdb.com

BLACK

We hear TRAFFIC, some STREET NOISES, then...

FADE IN: A MIAMI STREET - DAY

The financial district.  Lots of people in suits.  A shaky,
spasmodic ZOOM IN finds...

JACK FOLEY -- forty, big, focused expression -- as he rips a
tie from around his neck and throws it down in the gutter.  He
starts across the street, now peeling off his suitcoat and
dropping that, too, right there on the asphalt as we then...

WHIP PAN OVER TO REVEAL: A BANK ACROSS THE STREET

As Foley goes inside, we then...

CUT TO: A PRINTED BROCHURE THAT READS...

               LOOKING FOR MONEY?

         YOU'VE COME TO THE RIGHT PLACE.

We then PULL BACK TO REVEAL that we're now...

INSIDE THE BANK

as Foley stands at a counter holding the above CREDIT APPLICATION
while he studies the bank layout.

Foley watches a MAN IN A SUIT, carrying an attache-case, enter
the bank and move through the gate into the fenced-off business
area at the front.  An EXECUTIVE rises from his desk, shakes
hands with the man and they both sit down.

Foley rosses the brochure in the trash, then crosses to a teller
window where a nameplate on the counter tells us the young woman
with the pile of dark hair smiling at him is LORETTA.

                     TELLER/LORETTA
        How can I help you, sir?

                     FOLEY
        Loretta, you see that guy talking to
        your manager, has his case open?

Foley takes out a ZIPPO LIGHTER and casually, yet expertly,
begins to fiddle with it as the teller looks across the bank.

                     LORETTA
        That's Mr. Guindon, one of our assistant
        managers.  Our manager is Mr. Schoen,
        but he's not in today.

                     FOLEY
        But you see the guy with the attache
        case?

                     LORETTA
             (looks again)
        Yes.

                     FOLEY
        That's my partner.  He has a gun in
        there.  And if you don't do exactly
        what I tell you, or you give me any
        kind of a problem, I'll look over at
        my partner and he'll shoot your Mr.
        Guindon between the eyes.

Loretta goes stiff, swallows, stares back at Foley.

                     FOLEY (CONT'D)
        Now take one of those big envelopes
        and put as many hundreds, fifties and
        twenties as you can pack into it.
        Nothing with bank straps or rubber
        bands.  I don't want any dye packs.  I
        don't want any bait money.  Start with
        the second drawer and then the one
        over there, under the computer.  Come
        on, Loretta, the key's right there
        next to you.  No bills off the bottom
        of the drawer.
             (as she works)
        First time being robbed?
             (she nods)
        You're doing great.  Just smile,
        Loretta, so you won't look like you're
        being held up.
             (she smiles awkwardly)
        That's the way, you're doing fine.

We hear a bit of thunder and Foley cuts a fast look out the
front door.  When he turns back, he sees that Loretta's having
some trouble fitting all the bills into the envelope.

                     FOLEY (CONT'D)
        Here, give me the twenties.  I'll put
        'em in my pocket.  Okay, I haven't had
        to give my partner a sign; that's good.
        Now, he's gonna wait thirty seconds
        till after I'm out the door, make sure
        you haven't set off the alarm.  If you
        have, he's gonna shoot Mr. Guindon
        between the eyes.  Okay?  I think
        that'll do it.  Thank you, Loretta,
        and have a nice day.

                     LORETTA
        You, too.

Foley heads for the door.  He pauses by Mr. Guindon's desk,
looks back at Loretta.  Foley smiles at her, then turns to the
Man sitting with Mr. Guindon, indicates Loretta...

                     FOLEY
        She's cute, isn't she?

The man looks across the bank at Loretta.

                     MAN
        Uh, yeah, I guess so.

Foley winks at Loretta and walks out.

                     MAN (CONT'D)
             (to Mr. Guindon)
        Who was that?

EXT. BANK - SAME

As Foley comes out, he calmly walks to a Honda Civic and gets in.

INT. CAR - SAME

As Foley tries to start the car.  No go.  He tries again.

                     FOLEY
        Come on...

But the car won't start.  Foley bangs on the wheel...

                     FOLEY (CONT'D)
        Fuck!

Foley then stiffens as a cop sticks his gun through the open
window into Foley's ear...

                     COP
        I think you flooded it.

Foley looks to the passenger window, where ANOTER COP, smiling,
now has his gun pointing at him.

                     SECOND COP
        Get out've the car, sir.

                     FOLEY
        Wanna hear a funny story?

                     SECOND COP
        Shut up and get out've the car.

And as Foley obliges, we then...

FADE TO WHITE.

We hear a MAN GRUNT.  Then see Foley in SLOW MOTION as he jumps
through frame, now we see a basketball come up in his hand as
we realize he's on his way to the rim when...

...ANOTHER GUY rams into him in mid-air, knocks him down.

EXT. PRISON YARD - DAY

A BASKETBALL GAME in progress.  All of the men, Foley included,
are dressed in blue coveralls and white T-shirts.  The game is
rough.  Hair is pulled.  Eyes are poked.  Faces punched.

A title reads: "GLADES CORRECTIONAL INSTITUTION.  BELLE GLADE,
FLORIDA."

Foley is the oldest player here.  He's getting tired, starts to
lose his breath.  He finally walks off the court, breathing so
hard he can't even talk.  He simply motions to SOME YOUNG CONVICT
to come in and take his place.

Foley sits down on a bench, tries to catch his breath.  He looks
across the yard to where...

A GROUP OF ELDERLY INMATES

sitting around a wooden picnic table are playing cards.  All of
them are over sixty.  One of them, a one-legged guy on crutches
hops away from the table, spits out some tobacco as we...

INTERCUT THE OLD TIMERS WITH FOLEY WATCHING THEM:

As we see one old guy is making a picture frame out of old Pal
Mal and Lucky Strike packs.  Another tends to a tomato bush in
a tiny patch of garden near the wall.  Another one sits nearby
painting a picture of a man and a boy fishing from a rowboat.

Foley is about to get up off the bench when something catches
his eye.  He watches as...

TWO LATINO MEN

both little guys, jog past the game, slow to a walk, then stop
and begin stretching out.  One of them nods to Foley.  Foley
nods back, waits for the Latin guys to walk off, then walks
over to a guard, PUPKO ("PUP"), heavy-set, dumb as dirt.

                     PUP
        You want something, Foley?

Foley keeps his eyes fixed on the basketball game.

                     FOLEY
        Some people are going out of here.
        What if I told you where and when?

                     PUP
        How many?

                     FOLEY
        I expect you to look out for me, Pup,
        let me run off work details.

                     PUP
        Okay.  How many going out?

                     FOLEY
        I hear six.

                     PUP
        When?

                     FOLEY
        Looks like tonight.

                     PUP
        You know who they are?

                     FOLEY
        I do, but I won't tell you just yet.
        Meet me in the chapel at eight-thirty,
        right before lock-down.

INT. MESS HALL - LUNCH

As Foley takes his tray up the centre aisle, he scans the sea
of white T-shirts until he sees the two little Latins sitting
at a table full of other little Latins.  CHINO -- fifties, in
shape -- shovels macaroni in his mouth.

Chino's "wife", LULU, nineteen, looks up from his own neat tray
of macaroni and jello and watches Foley walk past and sit down
with a bunch of bikers.

Foley watches as the guy across from Chino scrapes some macaroni
off his plate and on to Chino's and Chino wolfs that down, too.

EXT. MESS - DAY

Chino steps outside and lights a cigarette.  He puts an arm
around Lulu, starts to walk off...

                     FOLEY (OS)
        Today's the day, huh?

Chino looks over, watches Foley approach, lets his arm slip
down so he can hook his thumb into Lulu's belt... the next
thing to having him on a leash.

                     FOLEY
        You excited?

                     CHINO
        I told you, man, Super Bowl Sunday.

                     FOLEY
        Yeah, but I see you moved it up.

                     CHINO
             (beat)
        Why you think is today?

                     FOLEY
        You were out running this morning,
        sticking to your routine, anybody
        happened to notice.  But you only did
        a couple of miles instead of your usual
        five.  Saving yourself for the main
        event.  Then I see you inside eating
        ten pounds of macaroni. Carbohydrates
        for endurance.

Chino and Lulu exchange looks.

                     CHINO
        You want, I tole you you can come.
        You all right, Foley.  I like you.

                     FOLEY
        You told me I can come 'cause I caught
        you digging the fuckin' tunnel, saw you
        and Lulu coming out of the bushes,
        thought maybe you two were making out.

Foley smiles at Lulu, who glares back at him.

                     FOLEY (CONT'D)
        So what, you finish ahead of schedule?

Chino looks towards the fence along the front of the yard.

                     CHINO
        You see what they doing, those posts
        out there?  Putting up another fence,
        five metres on the other side of the
        one that's there.  We wait until Super
        Bowl Sunday, they could have the second
        fence built and we have to dig another
        nine, ten days.  So we going soon as
        it's dark.  You want -- I mean it --
        you can still come.

                     FOLEY
        I appreciate the offer.  And it's
        tempting.

Foley looks off towards the visitors' parking area, the fence
not twenty yards away.

                     FOLEY (CONT'D)
        But, man, it's a long run to
        civilization.  A hundred miles to Miami?
        I'm too old to start acting crazy, try
        a stunt like that.  You make it out,
        send me a postcard.

CUT TO: A NOTEPAD

where we see someone has written "IT'S MAGIC!" then crossed out
the "IT'S" and replaced it with the word "LIKE".  We hear THE
PHONE RING AND...

REVEAL: INT. ADELE'S APARTMENT - DAY

Miami Beach Moderne.  ADELE -- mid-thirties, pretty, Foley's ex --
sits at her kitchen table writing on a pad.  She grabs the phone.

                     ADELE
        Hello?
             (then, sighs)
        Yeah, I accept.

INT. PRISON HALLWAY - DAY

Foley on the phone...

                     FOLEY'S VOICE
        Hey, Adele, how you doing?

INTERCUTTING FOLEY & ADELE:

                     ADELE
        Hey, Bank Robber, want some advice?
        Next time, leave the engine running.

                     FOLEY
        That's funny, Adele.  How many more
        times you gonna gimme that one?

                     ADELE
        Till it's not funny any more.  What do
        you want, Jack?

                     FOLEY
        You know that Super Bowl party?  They
        changed the date.  It's on tonight,
        eight-thirty.

                     ADELE
        Didn't you tell me one-time calls aren't
        monitored?

                     FOLEY
        I said not as a rule.

                     ADELE
        So why don't you come right out and
        tell me what you're talking about?

                     FOLEY
        Listen to Miss Smarty Mouth.  Out there
        in the free world.

                     ADELE
        What's free about it?  I'm looking for
        work.

                     FOLEY
        What happened to Mandrake the Magician?

                     ADELE
        Emil the Amazing.  The bastard fired
        me and hired another girl, a redhead.
        I'm working on a new business card,
        pass out to the cafes.  How's this
        sound--

                     FOLEY
             (cuts her off)
        Listen, Adele, the reason I called,
        that party is today instead of Sunday.
        About eight-thirty, like only a few
        hours from now.  So you'll have to get
        hold of Buddy, whatever he might be
        doing...

                     ADELE
        And the one driving the other car?

                     FOLEY
        What're you talking about?

                     ADELE
        Well, seeing as you have so much luck
        with cars, Buddy thought it might be
        better to bring two.  He got this guy
        he says you know from Lompoc, Glenn
        something.

                     FOLEY
        Glenn Michaels.

                     ADELE
        Yeah, that's him.  Buddy says Glenn
        thinks you guys are real cool.

                     FOLEY
        He did, huh.  Well, tell Buddy I see
        Glenn wearing his sunglasses I'll step
        on 'em.  I might not even take 'em off
        first.

INT. RESTAURANT - DAY

As MARSHALL SISCO -- fifty -- slides a small wrapped box across
a table...

                     MARSHALL
        Happy birthday.

...to where KAREN SISCO -- twenty-eight, black suit, long hair,
a knockout -- sits.  She picks up the box and shakes it.

                     KAREN
        You fit another Chanel suit in here?

                     MARSHALL
        Something better.  Open it.

Karen starts to carefully unwrap the present.  Marshall watches,
takes a sip of his drink, looks around the bar, sees how
everyone's looking at the two of them...

                     KAREN
             (opens the box)
        Oh my God...

She pulls a gleaming automatic pistol from the box...

                     KAREN (CONT'D)
        It's beautiful.

                     MARSHALL
        It's a --

                     KAREN
        --Sig-Sauer .38.  I love it.

She leans across the table and kisses him.

                     KAREN (CONT'D)
        Thanks, Dad.

                     MARSHALL
        Happy birthday, kid.
             (then)
        You want another Coke?

                     KAREN
             (checks her watch)
        Can't.  I gotta drive out to Glades,
        then I'm meeting Ray Nicolet at ten.

                     MARSHALL
        Which one is that?  The ATF guy?

                     KAREN
        He was.  Ray's with the F.B.I. now,
        he switched over.

                     MARSHALL
        He's still married though, huh?

                     KAREN
        Technically.  They're separated.

                     MARSHALL
        Oh, he's moved out?

                     KAREN
        He's about to.

                     MARSHALL
        Then they're not separated, are they?

                     KAREN
        Can we change the subject?

                     MARSHALL
        What're you doing at Glades?

                     KAREN
        Serving process, a Summons and
        Complaint.  Some con doing mandatory
        life doesn't like macaroni and cheese.
        He files suit, says he has no choice
        in what they serve and it violates his
        civil rights.

                     MARSHALL
        You know you can always step in, work
        with me full-time as one of my
        investigators.

                     KAREN
        No thanks.

                     MARSHALL
        You used to like it.

                     KAREN
        Dad...

                     MARSHALL
        You'd meet doctors, lawyers -- nothing
        wrong with them necessarily if they're
        divorced.  Why settle for some cowboy
        cop who drinks too much and cheats on
        his wife?  That's the way those hotshots
        are, all of 'em.

                     KAREN
        I really gotta go.

                     MARSHALL
        We don't get to talk much any more.

                     KAREN
        How 'bout I come next Sunday and watch
        the Super Bowl with you?

                     MARSHALL
        I'd like that.

She gets up, kisses him again.

                     KAREN
        Thanks for the gun, Dad.

INT. FOLEY'S CELL - BELLE GLADE - DAY

Foley comes in, lies down on the bunk.  He looks about the
cell.  All he's got to show for himself.  It's now quiet on
the cellblock.  Foley closes his eyes and we...

CUT TO: EXT. PRISON AUDITORIUM

A few hundred cons scream encouragement/insults as MAURICE
"SNOOPY" MILLER, a lanky, scary, mean-looking black man in boxing
trunks, hits a white guy with a ferocious hook.

Title reads: LOMPOC FEDERAL PENITENTIARY.  LOMPOC, CALIFORNIA.
And then... TWO YEARS AGO.

AT THE BACK OF THE AUDITORIUM

Foley leans in a doorway watching with BUDDY BRAGG -- black,
Foley's age, shaved head.

The BELL SOUNDS and the white guy staggers to his corner, as
does Maurice.  GLENN MICHAELS -- surfer look, dark shades --
counts cash in Maurice's corner, whispers something into the
fighter's ear.

                     BUDDY
        Ref don't call it pretty soon, Snoopy's
        gonna send this guy out in a body bag.

Foley watches a MAN -- fifties, out of place, not as hard-looking
as those around him.  The guy looks nervous, can feel the other
cons' eyes on him as he tries to find a seat.

The BELL SOUNDS and the white boxer staggers to his feet.
Maurice steps in and resumes the bloody pummelling.  Foley turns
and watches the fight now...

                     FOLEY
        Anyone ever tell you why they call him
        Snoopy?

Buddy shakes his head.  Maurice dances around the other guy
now.  Teases him.

                     FOLEY (CONT'D)
        He was Maurice "Mad Dog" Miller back
        when he was pro.  Now you pet him, he
        goes down.

The white guy throws a tired, loping roundhouse that barely
glances off Maurice's jaw.  Sure enough, Maurice makes a big
show out of snapping his head back, staggering, before he finally
goes down.

                     BUDDY
        I don't believe it.

Foley watches the new inmate as fights erupt all around him
and, anxious now, he tries to get out of there.

EXT. PRISON YARD - DAY

Foley and Buddy sit atop a cement picnic table watching as
nearby, the "winning" BOXER -- still wearing last night's
pummelling on his face -- gloats to a group of cons.  He throws
a fake punch at one of them as he demonstrates his winning
technique...

                     BUDDY
        Guy's braggin' he won a thrown fight.
        Fuckin' pathetic.

Foley looks at the other side of the yard where Maurice now
stands at the far side of the yard coldly watching the guy, one
hand thrust into his pocket.  Foley watches as Maurice stops
the NEW INMATE -- the older guy who looked out of place at the
fights -- as he comes out into the yard.

                     FOLEY
        It's Richard Ripley.

                     BUDDY
             (looking now)
        The Wall Street guy?  Oh, yeah.  I
        didn't recognize him without his rug.

Foley watches as Maurice talks to the new inmate, the guy
nodding, acquiescent, respectful.

                     FOLEY
        Dick the Ripper they called him, on
        account of all the people he ripped
        off.

Foley watches as Ripley now makes a note in a BLACK BOOK.

                     BUDDY
        What's he doin' here?

                     GLENN (OS)
        Three years.

They look to where Glenn Michaels, the blond guy in dark shades
we saw in Maurice's corner, works out on the bench press a few
feet away.  He's shirtless, tan, in shape.

                     GLENN
        He got three years and fined fifty
        million dollars and wrote 'em a fucking
        check.  Like that, fifty mil, signed
        his name.
             (struggles with the
              bar)
        Whoa-- little help here!

                     FOLEY
        Who you talkin' to, Studs?  Me, or
        Buddy.  I can't tell, you got those
        shades on.

                     GLENN
        You guys-- come on-- this is too heavy!

                     FOLEY
        I guess the bright glare out here made
        it hard to see the numbers on the
        weights.

                     GLENN
        I'll take the shades off.  Just get
        this fuckin' thing off me.

Foley helps him get the bar up.  Glenn sits up.

                     BUDDY
        How do you know he wrote a check?

                     GLENN
        He told me.  He works the laundry with
        me.  The guy loves to talk.

                     FOLEY
        Yeah, to the U.S. Attorney.  I hear he
        rolled over on all the snitches he was
        doing business with and got 'em all
        brought up.

He watches Snoopy talking to Ripley, one eye always on the
swaggering boxer across the yard, one hand in his pocket.

                     GLENN
        Hey, anybody that can write a check
        for fifty mil, he says anything I'm
        all fucking ears.  Like the other day,
        he tells me how he's got all this money
        in foreign banks, plus around five mil
        in uncut diamonds at his house.  He
        said, quote, "Where I can put my hands
        on it anytime."

                     BUDDY
        Cool.  Where's the guy live?

Foley watches a few more of Maurice's friends surround Ripley.
Again, Ripley takes out his black book, starts nodding, making
notations...

                     GLENN
        Detroit.  Snoopy Miller told me uncut
        diamonds are as easy to move as cash.

                     FOLEY
        Ever seen an uncut diamond, Studs?
        They look like plain old rocks.

                     GLENN
        So.  What's your point?

                     FOLEY
        My point is, that's probably what you're
        gonna end up with.

                     GLENN
        You think he's lying?

                     FOLEY
        Use your head.  The guys got five
        million lying around his house, you
        really think he's gonna tell some
        motormouth he just met in prison about
        it?

A BELL SOUNDS.  Everyone starts walking for the gate.

Foley watches as the Boxer and his crew head for the gate,
Maurice still standing there with his hand in his pocket.

SLOW MOTION AS the boxer gets to the gate, sees Maurice who
moves to him now, smiling like he's so glad to see him... his
left hand clapping the guy on the back, saying something like
congratulations as now his right hand comes out of his pocket
and we see the long metal shiv--

                     BUDDY
             (watching Snoopy)
        Here it comes.

Maurice wraps his left arm around the boxer's shoulder and hugs
him tight for a moment, then quickly moves away.  The Boxer
stands there like a statue, doesn't move until he's at last
jostled from behind and his legs fold and he drops to the cement.

                     BUDDY (CONT'D)
        I guess the Snoop doesn't like to lose,
        even if it's on purpose.

We hear a WHISTLE BLOW as a GUARD spots the body.  And now
everyone moves like hell for the gate... except for...

Richard Ripley who stands there frozen, staring down at the
body.

Foley glances back at the approaching guards, casually takes
Ripley by the arm as he passes, leads him away from there, talks
to him as they walk into the block...

                     FOLEY
        You don't wanna be standing there, the
        hacks start asking questions you don't
        wanna answer.

                     RIPLEY
        Oh, uh, right, thanks...

Foley then moves away.  He sees Maurice looking back at him,
giving him a hard stare just before he melts into the crowd.

                                               DISSOLVE TO:

INT. FOLEY'S CELL - BELLE GLADE - DAY (NOW)

He lies there another moment when...

A PAIROF LEGS swings down over the side from the top bunk.
Foley's CELLMATE jumps down, walks the three feet or so to the
toilet, casually pulls down his pants and starts to go to the
bathroom.  Foley shakes his head and turns away...

EXT. STRIP MALL - DAY

As Buddy walks up to a Cadillac Sedan DeVille Concours pulling
a slim-jim from the back of his pants, about to jimmy the door,
when he sees...

A WOMAN -- middle-aged, wearing pearls and high heels -- come
out of the Winn Dixie pushing a grocery cart full of groceries.

Buddy sticks the jimmy back in his pants, waits until the woman
is opening her trunk before coming forward...

                     BUDDY
        Here, lemme help you with those, ma'am.

She doesn't seem too sure about it, but lets him load the
groceries in the trunk and take the key out of the lock.

                     WOMAN
        I didn't ask for your help, so don't
        expect a tip.

Buddy smiles, waves her off.

                     BUDDY
        That's okay, ma'am.  I'll just take
        your car.

She stands there stupidly as he gets in and drives off.

INT. CHAPEL - DUSK

In the midst of a remodel.  As door opens and Pup comes in.
Foley puts a finger to his lips...

                     FOLEY
        They're right underneath you, Pup.
        They dug a tunnel.

Foley watches Pup creep up the aisle towards the front of the
chapel, eyes on the floor, listening...

                     PUP
        I don't hear 'em.  Where's the tunnel
        come out?

Pup turns his back, walks up the aisle and across the front of
the pews to a window.

                     FOLEY
        Second fence post from the tower out
        there.  Go on, take a look.

As Pup stares out the window...

                     PUP
        I don't see nothing there.

Foley reaches down into a pew where's stashed a FOUR-FOOT
CRUCIFIX.  He picks it up, starts up the aisle...

                     FOLEY
        You will directly.  Keep watching.

INT. KAREN SISCO'S CAR - DUSK

As the high beams from her car show the prison parking area,
then the fence strung with razor wire.  Karen parks near the
fence, lights a cigarette and dials her car phone.

                     KAREN
        Hi.  Karen Sisco again for Ray Nicolet.
             (beat)
        He's not?  Could you tell him that...
        never mind.  I'll call back.

Headlights hit Karen's rear-view mirror, a car pulling in behind
her.  The lights go off, then come on again.  She adjusts the
mirror to deflect the glare.

INT. THE CAR BEHIND HER - DUSK

As Buddy sits watching the cons come in from the athletic field.
He sees the mirror flash in the car in front of him as Karen
checks her face out in the rear-view.

INT. CHAPEL - DUSK

As Foley moves up behind Pup, he lets his jacket fall to the floor,
holds the crucifix down against his leg.

                     PUP
        There some car headlights out there...
             (then)
        Jesus Christ...

Now he pulls his radio from his belt, says into it...

                     PUP (CONT'D)
        Man outside the fence!  By tower six!
             (responds to radio)
        This is Officer Pupko...
             (then)
        I'm looking at him, for Christ's sake!

Okay-- now Foley raises the metal cross, steps in and lays it
smack against the side of Pup's head.  Drops him clean with one
swing, bouncing him off the window frame and down without a
sound coming from him.

INT. KAREN SISCO'S CAR - NIGHT

As Karen grabs the court papers off the seat, opens her car
door, glances at the fence and pauses as she sees A FIGURE there,
crouching down.

Karen turns on her headlights.  No, not crouched.  The guy is
coming out of the ground.  On this side of the fence.

Head and shoulders appear and another guy comes out of the
ground.  Right in front of her.

Karen leans on the horn, holds it down and sees the two guys by
the fence -- Chino and Lulu -- look into her headlights, poised
there for a moment before taking off into the dark.  Karen gets
out of the car...

INT. BUDDY'S CAR - SAME

As Buddy watches a spotlight from the tower come on and follow
the two cons as we then hear the sound of RIFLE REPORTS before
the men disappear into the dark.

Then Buddy sees Karen in his headlights, whistles softly as he
gets a good look at her long legs as she raises the lid to her
trunk...

                     BUDDY
        What's she doing?

He watches her duck her head in the trunk and come out with a
holstered pistol.

                     BUDDY (CONT'D)
        Uh-oh.

But then she throws the pistol in the trunk, ducks in there
again and comes out this time racking a shotgun.

                     BUDDY (CONT'D)
        Uh-oh.

And now Buddy watches her hurry to the front of her car and
raise the shotgun as we hear A WHISTLE BLOW IN THE COMPOUND.
Buddy gets out of the car...

EXT. PARKING AREA - SAME

As Karen puts the shotgun on two more cons, both filthy dirty,
standing by the hole they just crawled out of.

                     KAREN
        Get your hands in the air!

Buddy watches the two cons, both Latins, make up their minds,
start edging away -- shit, they've come this far.

They look out at the spotlight sweeping around in the dark,
then look the other way, along the fence towards the main gate,
to see armed hacks coming out on the run, and that decides it
for the cons.  They take off running...

Now Buddy watches as Karen puts her pump gun on them, but doesn't
fire...

The hacks running from the gate with rifles beat her to it,
open up all at once and keep firing until the two convicts are
cut down as they run.

The hacks glance at Karen, but don't bother with her, more
interested in the hole the convicts had come out of.  Now they're
standing by it peering in, edging closer with their weapons
ready, then they all step back at once, bump into each other
as...

A head appears wearing a guard's baseball cap, the guy now saying
something to the guards, his face smeared with muck, excited,
pointing towards the orange grove.

They run off, pausing briefly to kick the convicts they shot to
see if they're alive, then keep going.

The man in the hole, Foley, climbs out.  He takes his time,
puts on a show, standing with his hands on his hips like an
honest-to-God hack, that serious cap down on his eyes.

Buddy waves to Foley to come on and Karen turns and puts the
shotgun on Buddy.  Buddy raises the palm of his hand.

                     BUDDY
        It's okay, honey, we're good guys.

                     KAREN
        What're you doing here?

Not so much asking, but putting it to him the way cops do when
they're already pretty sure what you're doing.  She glances
around to include Foley, now coming at her like some creature
out of the swamp, giving Buddy time to take her around the neck.

She fights him, jabs him in the gut with the butt end of the
shotgun before Foley wrenches it from her grip.

They drag her to the rear end of her car, the trunk lid still
up, and crouch there as some hacks come running along the fence,
past the dark gun tower and cross the road towards the orange
grove.  A moment later, they hear bursts of gunfire, then silence.

                     FOLEY
        I bet that's all the hacks they send
        out.  Otherwise nobody's left to mind
        the store.

                     BUDDY
        Why don't we talk about it later?

He turns to see Foley and Karen staring at each other in the
headlights from Buddy's car; Karen not at all afraid.

                     FOLEY
        Why you're just a girl.  What do you
        do for a living you pack a shotgun?

                     KAREN
        I'm a federal marshal and you're under
        arrest, both of you guys.

Foley keeps staring at her like he's giving the situation serious
thought, but what he says is...

                     FOLEY
        I bet I smell, don't I?
             (then)
        Listen, you hop in the trunk and we'll
        get out of here.

Karen looks at him, then gets up, climbs into the trunk.  She's
reaching around, trying to find her pistol, when...

Foley gives her a shove and gets in with her, wedging her against
the wall of the trunk, pressing against her back like they're
cuddled up in bed.

He holds her to him, giving her no room to turn and stick the
gun in his face.  Buddy reaches for the trunk lid and then
everything goes...

BLACK

Total darkness, not a crack or a pinpoint of light showing.
Then we hear the engine come to life, the car moving along.

                     FOLEY (VO)
        You comfy?

                     KAREN (VO)
        If I could have a little more room.

                     FOLEY (VO)
        There isn't any.  All this shit you
        got in here.  What is all this stuff
        anyway?  Handcuffs, chains... what's
        this can?

                     KAREN (VO)
        For your breath.  You could use it.
        Squirt some in your mouth.

                     FOLEY (VO)
        You devil, it's mace, huh?  What've
        you got here, a billy?  Use it on poor
        unfortunate offenders.

A BEAM OF LIGHT appears as he finds a flashlight and turns it
on.  He plays the beam along Karen's leg, calms down some as he
looks at all of her now and finally says...

                     FOLEY (VO)
        Where's your gun, your pistol?

                     KAREN
        In my bag, in the car.

They go over some bumps.  We hear men's voices from somewhere
far off, outside.

                     KAREN (CONT'D)
        You know you don't have a chance of
        making it.  Guards are out here already,
        they'll stop the car.

He runs his hand down her thigh, looking for her gun, but also,
just, well, looking.

                     FOLEY
        They're off in the cane by now chasing
        Cubans.  I timed it to slip between
        the cracks, you might say.

EXT. CAR - NIGHT

As Buddy floors it away from the prison, checks the rearview
mirror...

INT. TRUNK - SAME

As Jack tries to wipe some of the mud off his face.

                     FOLEY
        Boy, it stunk in there.

                     KAREN
        I believe it.  You've ruined a nine-
        hundred-dollar suit my dad gave me.

                     FOLEY
        Yeah, went real nice with that twelve
        gauge, too.
             (then)
        Tell me, why in the world would someone
        like you ever become a federal marshall?

                     KAREN
        The idea of going after guys like you
        appealed to me.

                     FOLEY
        Guys like me, huh.  Well, listen, even
        though I've been celibate lately, I'm
        not gonna force myself on you.  I've
        never done that in my life.

                     KAREN
        You wouldn't have time anyway.  We
        come to a roadblock, they'll run the
        car, find out in five seconds who it
        belongs to.

                     FOLEY
        If they get set up in time, which I
        doubt.  And even if they do they'll be
        looking for a buncha little Latin
        fellas, not a big black guy driving a
        Ford.

                     KAREN
        Must be quite a pal, risk his own ass
        like this.

More bumps.  Then picking up speed as the road smooths out.

                     FOLEY
        Who, Buddy?  Yeah.  He's a good guy.
        Back when we jailed together, he'd
        call his sister every week without
        fail.  She's a born-again Christian,
        does bookkeeping for a televangelist.
        Buddy calls her up, confesses his sins,
        tells her about whatever bank he
        happened to rob.

                     KAREN
        Buddy.  That's his given name?

                     FOLEY
             (woops, beat)
        One I gave him, yeah.
             (mouths)
        Fuck...

INT. CAR - SAME

As Buddy rifles through Karen's bag while he drives.  He looks up
from her badge and ID case at the road.

INT. TRUNK - SAME

                     KAREN
        So, what's your name?  It'll be in the
        paper tomorrow anyway.

                     FOLEY
        Jack Foley.  You've probably heard of
        me.

                     KAREN
        Why, are you famous?

                     FOLEY
        Time I was convicted in California?
        FBI told me I'd robbed more banks than
        anyone in the computer.

                     KAREN
        How many was that?

                     FOLEY
        Tell you the truth, I don't know.  I
        started when I was eighteen, driving
        for my Uncle Cully and his partner,
        Gus.  They go into a bank this one
        time in Slidell, Gus jumps the counter
        to get the tellers and breaks his leg.
        All three of us ended up in Angola.

                     KAREN
        That's funny.

                     FOLEY
        I thought so, too.

                     KAREN
        It was me, I woulda left ol' Gus on
        the floor.

                     FOLEY
        I believe you would have.  Another fall,
        I did seven years at Lompoc.  And I
        don't mean the place next door where
        some of Nixon's people went.

                     KAREN
        I know the difference.  You were in
        Lompoc USP, the federal penitentiary.
        I've delivered people there.  So
        basically you've spent half your life
        in prison.

                     FOLEY
             (beat)
        Basically.  Yeah.  If I go back now, I
        do a full thirty years, no time off.
        Can you imagine looking at that?

                     KAREN
        I don't have to.  I don't rob banks.

He looks at her, then looks away as we...

EXT. CAR - SAME

As the car turns into a main highway now...

INT. TRUNK - SAME

As Foley plays the light down the length of her...

                     FOLEY
        You don't seem all that scared.

                     KAREN
        Of course I am.

                     FOLEY
        You don't act like it.

                     KAREN
        What do you want me to do?  Scream?  I
        don't think it would help much.
             (then)
        I'm just gonna sit back, take it easy,
        and wait for you to screw up.

                     FOLEY
        Jesus, you sound like my ex-wife.

                     KAREN
        You were married?  All those falls,
        I'm surprised you had time.

                     FOLEY
        It was just a year, give or take a few
        days.  I mean, it's not like we didn't
        get along or anything.  We had fun, we
        just didn't have that... that thing,
        you know?  That spark, you know what I
        mean?  You gotta have that.

                     KAREN
             (thinking)
        Uh-huh.

                     FOLEY
        We still talk, though.

                     KAREN
        Sure.

EXT. CAR - SAME

As Buddy passes a sign that says "MIAMI, 74 MILES."

INT. TRUNK - SAME

As she tries to get a look at him...

                     KAREN
        You know, this isn't gonna end well,
        these things never do.

                     FOLEY
        Yeah, well, if it turns out I get shot
        like a dog, it'll be in the street,
        not off a goddamn fence.

                     KAREN
        You must see yourself as some kind of
        Clyde Barrow.

And for a few moments, all we hear is the sound of the car on
the road.  Then...

                     FOLEY
        Oh, you mean of Bonnie and Clyde?  Hm.
        You ever see pictures of him, the way
        he wore his hat?  You could tell he
        had that don't-give-a-shit air about
        him.

                     KAREN
        I don't recall his hat, but I've seen
        pictures of him lying dead, shot by
        Texas Rangers.  Did you know he didn't
        have his shoes on?

                     FOLEY
        Is that right?

                     KAREN
        They put a hundred and eighty-seven
        bullet holes in Clyde, Bonnie Parker
        and the car they were driving.  Bonnie
        was eating a sandwich.

                     FOLEY
        You're full of interesting facts, aren't
        you?

                     KAREN
        It was May, 1934, near Gibsland,
        Louisiana.

EXT. HIGHWAY - NIGHT

Quiet.  Empty.  A moment later the car flies past.

INT. TRUNK - SAME

                     FOLEY
        That part in the movie where they get
        shot?  Warren Beatty and... I can't
        think of her name.

                     KAREN
        Faye Dunaway.

                     FOLEY
        Yeah, I liked her in that movie about
        TV...

                     KAREN
        Network.  Yeah, she was good.

                     FOLEY
        And the guy saying he wasn't gonna
        take any more shit from anybody...

                     KAREN
        Peter Finch.

                     FOLEY
        Yeah, right.  Anyway, that scene where
        Warren Beatty and Faye Dunaway get
        shot?  I remember thinking at the time
        it wouldn't be a bad way to go, if you
        have to.

                     KAREN
        Bleeding on a country road.

                     FOLEY
        It wasn't pretty after, no, but if you
        were in that car -- eating a sandwich --
        you wouldn't have known what hit you.

We HEAR FAINT SIRENS OS...

INT. CAR - SAME TIME

As Buddy sees FLASHING LIGHTS approach from the opposite
direction.  He stays cool as the green and whites get closer...
closer... then fly right on past.

INT. TRUNK - SAME

As the SIRENS SCREAM AT US FOR A MOMENT, then FADE.

                     FOLEY
        You're sure easy to talk to.  I wonder --
        say we met under different circumstances
        and got to talking, say you were in a
        bar and I came up to you -- I wonder
        what would happen.

                     KAREN
        Nothing.

                     FOLEY
        I mean if you didn't know who I was.

                     KAREN
        You'd probably tell me.

                     FOLEY
        I'm just saying I think if we met under
        different circumstances...

                     KAREN
        You have to be kidding.

Silence.  Foley tries to get back to where it was working...

                     FOLEY
        Another one Faye Dunaway was in I liked,
        Three Days of the Condor.

                     KAREN
        With Robert Redford, when he was young.

                     FOLEY
        Yeah...

They lie there a moment, think about that as we hear THE CAR
SLOWING DOWN, coasting, then bumping along the shoulder of the
road to a stop.

                     KAREN
        I never thought it made sense, though,
        the way they got together so quick.

                     FOLEY
        Really.

                     KAREN
        I mean, romantically.

                     FOLEY
        Uh-huh.
             (then)
        Well, but if --

The trunk goes dark again as the car's turned off.

                     BUDDY (OS)
        You still alive in there?

And the trunk lid raises so that we see Karen and Foley lying
in the back.  Foley gets out.  Karen doesn't move.

                     FOLEY (OS)
        Where in the hell are we?

                     BUDDY
        That's the turnpike up there.  Glenn's
        waiting with the other car.

                     FOLEY
        Okay, honey, come on out of there.

Karen pushes off, rolls from her right side to her left, brings
up her Sig Sauer in both hands to put it on them, both standing
in the opening, in the dark, but right there.

                     KAREN
        Get your hands up and turn around.
        Now.

                     FOLEY
        Shit...

Foley brings the lid down, he and Buddy moving in opposite
directions as she begins firing from the inside...

As Buddy and Foley hook up again in front of the car.  We can
see they're beneath an overpass.  Foley stares at the trunk.

                     BUDDY
        We may as well leave her, we're leaving
        the car and we gotta leave her some place
        anyway, what's the difference where?

                     FOLEY
        She's coming with us.

Foley walks to the passenger seat, reaches in the window.

                     BUDDY
        Jesus Christ, what were you doing in
        there?

                     FOLEY
        Get the shotgun.  And her purse.  I'd
        like to know who she is.

Foley takes her wallet, looks at her driver's licence photo.

                     BUDDY
        I already looked.  Her name is Karen
        Sisco.  Like the Cisco Kid only spelled
        different, S-i-s-c-o.

A sheriff's green-and-white goes screaming past and they keep
to the narrow space between the car and the concrete abutment
of the overpass.  When the road quiets down, Foley moves to the
trunk and bangs on it once with his fist.

                     FOLEY
        Karen?  Be a good girl now, you hear?
        Now, I'm gonna open the--

Foley jumps at the sound of a pistol shot.

                     FOLEY (CONT'D)
        You're putting holes in your car!

He looks up to see Buddy holding her shotgun, staring at him.
He settles down, then...

                     FOLEY (CONT'D)
        We're not leaving you.  I'm gonna open
        the trunk enough for you to throw the
        gun out.  Okay?  You shoot -- Buddy's
        got your shotgun, says he'll shoot
        back if you do and I can't stop him.
        So it's up to you.

Foley puts his hand out and Buddy, still looking at him funny,
gives him the keys.

                     VOICE
        Hey!

Coming from somewhere above them.

                     VOICE (CONT'D)
        It's me, Glenn.

Foley steps out into the open, Buddy close behind him.  They
look up to see a figure, head and shoulders against the evening
sky, leaning on the concrete overpass rail.  We can see his
long blond hair falling beside his face, now half-concealed
behind dark sunglasses.

                     GLENN
        Hey, Jack, good to see you, man.  The
        fuck're you guys shooting at?

Foley looks at Buddy.

                     FOLEY
        Do we need him?

                     BUDDY
        The green-and-whites saw us.  One of
        'em starts thinking, what's that car
        doing there?  Ties it to the break and
        turns around...

Foley thinks about it, then looks up at the overpass again.

                     FOLEY
        Oh, hey, Studs?  We thought you were
        somebody else.

                     GLENN
        Studs.  Man, I haven't heard that since
        Lompoc.  What's going on?

                     FOLEY
        Oh, nuthin'.

Foley shakes his head, then walks back to the Ford and bangs
on the trunk.

                     FOLEY (CONT'D)
        You coming out?

Foley sticks the key in the lock as Buddy steps up to the trunk
and racks the pump on the shotgun.  Foley leans close to the
metal.

                     FOLEY (CONT'D)
        You hear that?

He turns the key and raises the lid.  Karen, bunched in there,
extends her arm, her hand holding the Sig Sauer by the barrel.

                     KAREN
        You win, Jack.

"Jack."  Buddy gives him another funny look.

EXT. TOP OF OVERPASS - NIGHT

As Glenn removes a note stuck in the side window of a stolen
Audi that reads "GONE TO GET GAS."

                     FOLEY
        Have your clothes cleaned and send me
        the bill.

Glenn looks over as the three of them reach the top of the grade,
move through the scrub.  Glenn leans against the car, flashers
blinking.

                     KAREN
        I'll send it to you at Glades.

                     GLENN
        Jesus, what'd you crawl through, a
        sewer?

                     FOLEY
        Take your sunglasses off.

                     GLENN
        I see better with them on.

                     FOLEY
        You don't take 'em off, I'm gonna throw
        'em off the overpass while they're
        still on your head.

Glenn shrugs, takes them off and sticks them in his jeans.

                     FOLEY (CONT'D)
        Wait in the car.

                     GLENN
        You're in civilization now, man, ease
        up.

                     FOLEY
        I'd like you to go wait in the car.
        How's that?  Take her with you and put
        her in back.

                     GLENN
        In the trunk?

                     FOLEY
        The backseat.

Foley stares at him, waiting.  Glenn motions to Karen...

                     GLENN
        Come on.  I have to do what I'm told.

She walks past Foley without looking at him.

                     FOLEY
        Wait a minute.  Let me have your
        raincoat.
             (looks at Buddy)
        Somebody forgot to bring me clean
        clothes.

                     BUDDY
        I brought 'em, they're back at Glades
        in the Cadillac.  You wanted to take
        her car.

                     KAREN
        You can blame me if you want.  I don't
        mind.

He doesn't say anything as Glenn takes off the raincoat, folds
it up, then throws it at Foley's feet.

                     GLENN
        Here you are, sir.

Foley watches as Glenn gets his sunglasses out, puts them back
on and takes Karen by the arm.

                     BUDDY
        What's wrong with you?

Karen looks over at Foley, then ducks her head and gets in the
backseat.

                     FOLEY
        Why you brought Glenn into this, I'll
        never know.

                     BUDDY
        How 'bout the score was his idea to
        begin with?

                     FOLEY
        His idea?  Gimme a break.  Fuckin' guy's
        got a vacant lot for a head.  Was you
        and me figured the whole thing out.

Buddy watches Foley struggle with the buttons on the uniform,
all of them caked with muck.

                     BUDDY
        You're pulling at it.  Here...

He lays the shotgun in the grass and comes up, takes the guard
shirt in his two hands and rips it open, popping buttons and
tearing the shirt.

                     FOLEY
        I don't know why, but every time he
        opens his mouth I want to punch him
        out.

                     BUDDY
        He ain't the problem, Jack.

Foley looks at him.

                     BUDDY (CONT'D)
        You wanna pull your head outta your
        ass and tell me why we're bringing her
        with us?

INT. CAR - SAME

As Karen watches Glenn get into the car, sees him as the dome
light comes on for a second or two before he closes the door.
He half turns, laying his arm along the top of the seats, runs
his hand through his hair...

                     GLENN
        ...if he thinks he can talk to me like
        this.  Shit, I don't even know what I
        need them for.

Karen leans forward to have a look, sees Foley and Buddy against
the dark foliage.

                     GLENN (CONT'D)
        I got a big score lined up up north.
        They wouldn't even know about it, it
        wasn't for me.  I could do it right
        now myself, except it's so fucking
        cold up there in January--

                     KAREN
        Glenn?

His head turns so that we can see his designer shades.

                     KAREN (CONT'D)
        You don't remember me, do you?

                     GLENN
             (beat)
        It couldn't have been out at Glades,
        if that's what you're thinking.  I was
        never out there.

                     KAREN
        No, that's not what I'm thinking.

He raises his hand, strokes his hair away from his face.

                     GLENN
        But you're sure we've met, huh?

                     KAREN
        Last fall, I drove you from the Palm
        Beach county jail to the federal
        courthouse, twice.  You're Glenn
        Michaels.
             (then)
        I never forget anyone I've cuffed and
        shackled.

He doesn't move or say a word, staring at her now like he's
been turned to stone.

                     KAREN (CONT'D)
        Let's think for a minute, Glenn, see if
        we can work this out...

He turns away, all the way around to look straight ahead...

                     KAREN (CONT'D)
        Do we have a gun in the car?

                     GLENN
        I remember you now.  Shit.

                     KAREN
        Foley's not going to make it.  And if
        he goes down, Glenn, you go with him.

She touches his shoulder and he jumps.

                     KAREN (CONT'D)
        Look, I can understand if you and Foley
        are close.

                     GLENN
        We're not.  I'm helping him, yeah--

                     KAREN
        Wait.  Have you helped him, Glenn?  At
        this point, technically, I doubt you
        could be charged with aiding a fugitive.
        So you still have a choice.  You can
        help him and risk going down again,
        get cuffed and shackled, hope to God
        you pull a reasonable judge, not some
        hard-on.  Or, if you want to play it
        another way...

She pauses.  He turns and looks at her.

                     GLENN
        Like how?

EXT. OVERPASS - SAME

Foley watches a car pass on the highway.

                     BUDDY
        You want to take her to my place and
        get cleaned up?  You come out of the
        bathroom with your after-shave on and
        she goes, "Oh, I had you all wrong"?

                     FOLEY
        I want to talk to her again, that's
        all.  See what would happen under, you
        know, normal circumstances.

                     BUDDY
        You're too late, Jack.

Foley doesn't say anything.  Just takes a deep breath as we
HEAR THE CAR START and they both look over...

                     BUDDY (CONT'D)
        He wants to get out of here and I don't
        blame him.

They start towards the car.  Then stop and watch as it takes
off, tires squealing as the rubber hits pavement.  Their backs
to us, they stand there watching the tailights until they're
out of sight down the turnpike, neither of them saying a word.

We hear SQUEAKY FOOTSTEPS OVER...

CUT TO: A CORRIDOR IN LOMPOC FPC

As Maurice Miller and his "man" -- a big black bulk named HIMEY
-- strut purposefully up the hall.  They step into...

THE PRISON LIBRARY

Where Richard Ripley sits at one of the tables reading a big
coffee-table book called "THE WARM WORLD OF TROPICAL FISH."

                     MAURICE
        Dick.  My man.

Ripley looks up as Maurice and Himey come strolling into the
library, sit down on either side of a now very anxious Ripley.

                     MAURICE (CONT'D)
        I got your fishies for you.

He sets a small Ziploc with two tiny fish inside down on the
table.

                     RIPLEY
             (reaches for them)
        Thank you...

                     MAURICE
             (pulls them back)
        Not so fast, Dick.
             (off Ripley's look)
        Starting now, there's gonna be an across
        the board cost a living increase.

                     RIPLEY
        What?

                     MAURICE
        Year ago, I come in here on credit
        card fraud, but after I shanked that
        loudmouth pussy on the yard the other
        day, my Dunn & Broadstreet, has gone
        way the fuck up.

                     RIPLEY
        I think it's Dunn & Bradstreet.  But
        then, I could be wrong...

                     MAURICE
        Whoever.  The point is, prices are
        goin' up, too.  Better get your little
        black book out, Richard.  We got some
        business to talk about.

Ripley sighs, takes out his black book and opens it.

                     MAURICE (CONT'D)
        Let's start with the fish.  They was
        two grand, but now they's three.

Ripley looks at the two tiny fish in the bag.

                     MAURICE (CONT'D)
        That Bausch & Lomb Saline shit you
        asked for is gonna be eighty bucks.

                     RIPLEY
             (writing)
        Well, I need that...

                     MAURICE
        ...and that extra pillow's gonna be an
        even three c's.

                     VOICE
        Hey.

They all look to where...

JACK FOLEY

Sits at the far end of the table, reading a thick manual of
some kind.  Himey gives him a mean stare.  Foley points to a
sign that says "QUIET PLEASE."

                     FOLEY
        Sign says "Shut the fuck up."  Or can't
        you guys read?

                     MAURICE
             (beat)
        There a problem, Foley?

                     FOLEY
        Yeah.

Foley shuts the big book -- CHILTON'S AUTO REPAIR.

                     FOLEY
        Yeah, I got a problem.  This is the
        dumbest fucking shakedown in the history
        of dump shakedowns.  Three hundred
        bucks for a pillow?

                     MAURICE
        That's right.

                     RIPLEY
        Sounds high, doesn't it?

                     FOLEY
        Must be a real soft pillow.

                     MAURICE
        Faux goose down.

                     RIPLEY
        Still...

                     FOLEY
        How much for your company at chow?

                     MAURICE
        Company, shit.  I watch the man's back.

                     FOLEY
        I bet.  How much?

                     MAURICE
        Another C.

Foley shakes his head, turns to Ripley.

                     FOLEY
        You're smart, Ripley, you'll tell this
        guy to fuck off.

                     RIPLEY
        Really?  Well, I uhhh...

                     FOLEY
        First of all, if he kills you, he's
        not gonna get any more money out of
        you.

Ripley looks at Maurice: Good point.

                     MAURICE
        Man doesn't have to get killed.  He
        could accidentally fall on something
        sharp, like a shiv.  Or my dick.

Ripley turns back to Foley now: Also a good point.

                     FOLEY
        You stick anything in this guy, Snoop,
        they transfer his ass outta here
        faster'n you can throw a fight, and
        you still end up with nothing.

Ripley nods, takes this in.

                     MAURICE
        This doesn't concern you, Foley.  Why
        don't you go on out to the yard, have
        yourself a smoke?

                     FOLEY
        I don't smoke.

                     HIMEY
             (slowly rising)
        You heard the man.  Go on outta here.

Foley doesn't move, just gives the guy a bored once over.

                     MAURICE
        Himey here's a pro-toh-jay of mine.
        He's ranked number thirty-two in the
        federal prison system.

                     FOLEY
             (looking at Himey)
        Thirty-two outta what, twenty?

Himey bulldozes forward, pulling his massive fist back to clock
Foley in the head when...

...in one swift motion Foley brings his book up in one hand,
like he's throwing a pie, and drives the hefty repair manual
into Himey's face, snapping the big guy's head back, sending
his feet flying out from under him so that he hits the floor
back-first with a loud thud.

Maurice goes for Foley who picks up the chair just as we hear A
WHISTLE.  They all freeze, look to...

A PRISONER AT ANOTHER TABLE

Who nods towards the door.  We PAN OVER just as A GUARD APPEARS,
takes in the scene as a dazed Himey slowly pulls himself up,
covers his now bleeding nose.

                     GUARD
        What's going on here?

                     MAURICE
        Oh, you know, reading's funnamental
        an' shit, we just excited.

                     GUARD
        Clear outta here.

The guard exits.  Maurice and Foley are still staring at each
other.

                     RIPLEY
        Excuse me.  Snoopy?  Did we settle the
        fish thing?

                     MAURICE
             (looks at Foley)
        Yeah.  Sure.  It's all settled.

He pours the water out of the bag and drops the fish into
Ripley's open hand.  Maurice then squeezes Ripley's hand into a
fist, crushing the fish.  He taps his fist to Ripley's.

                     RIPLEY
        That's how you do it.

Maurice gives Foley a last look, starts out of the room with
Himey.  Ripley looks at the crushed fish in his hand, then at
Foley.

                     RIPLEY
        Thanks for your help.

                     FOLEY
        Any time.

We hear a PHONE RING and then...

CUT TO: MAURICE MILLER'S HOUSE - THE BEDROOM - (NOW)

As Maurice lies in bed watching a boxing match on television.

                     MAURICE
        Stick and jab, fool.  Stick and jab.

A frisbee whizzes past the television.  We hear A DOG YELP OS.

                     MAURICE (CONT'D)
        Hey!  Watch that shit!

Maurice's girlfriend MOSELLE - about thirty, sleepy-eyed, in a
green bathrobe - picks the frisbee up off the floor as THE PHONE
RINGS AWAY on the bedside table right next to Maurice.

                     MOSELLE
             (calls OS)
        Tuffy.  C'mere, boy...

                     MAURICE
        You gonna answer the phone?

                     MOSELLE
        What for?  It's not for me.

Maurice watches as Moselle now tries to throw the frisbee to a
little wire-haired terrier, but it just bounces off the dog's
head.

                     MOSELLE (CONT'D)
        Bad dog.

                     MAURICE
             (scoops up the dog)
        Moselle, the fuck are you doing to my
        little Tuffy?

He lovingly nuzzles the dog like it's his child.

                     MOSELLE
        I'm trainin' Tuffy, so he can be on a
        Kal Kan commercial, make us some extra
        money.

He looks at her.

                     MAURICE
        That's the dumbest thing I heard in my
        life.  Everybody knows Kal Kan doesn't
        pay for shit.  You gonna get a gig,
        it's gotta be for one of the big three:
        Science Diet, Iams or that Cycle shit
        for the fat dogs.  Now answer the fuckin
        phone.

She comes over, picks up the phone.

                     MOSELLE
        Hello?
             (hands it to Maurice)
        For you.

                     MAURICE
             (takes it)
        This is me.

EXT. PHONE BOOTH - GAS STATION - NIGHT

An antsy Glenn with his shades on talks on the phone.

                     GLENN
        Snoopy.  Glenn Michaels.

INTERCUTTING GLENN & MAURICE:

                     MAURICE
        Studs.  Hey, son, you must be one a
        them psychic friends.  I was just
        thinkin' about you.

Glenn watches as some guy in a suit gets out of a black Lincoln
Town Car and jogs to the john.

                     GLENN
        Listen, Snoopy, I'm on my way up to
        Detroit and need a place to crash.

                     MAURICE
        You crazy, come up here?  It's fuckin
        one degree outside.

                     GLENN
        I wanna talk to you about a job.

                     MAURICE
        Uh-huh.

                     GLENN
        I can't really go into it right now.
        I'll just tell you it's someone big.

                     MAURICE
        Someone?  Gimme a hint.

                     GLENN
        It's a guy you know.

                     MAURICE
        Gimme another hint.

                     GLENN
        It's Richard Ripley.

Maurice doesn't say a word.

                     GLENN (CONT'D)
        You there?

                     MAURICE
        Oh, I'm here, all right.  I'm very here.
        Question is, why aren't you here?

EXT. BUDDY'S APARTMENT - SOMEWHERE IN FLORIDA - NIGHT

As Foley and Buddy hurry up the front steps.

                     FOLEY
        I'm just saying she wasn't scared.

                     BUDDY
        Cause she had her hand on her gun the
        whole time, waiting to make her move.

Buddy opens the door, looks at Foley.

                     FOLEY
        You're just jealous it was me in the
        trunk with her and not you.

                     BUDDY
        You're right.

INT. BUDDY'S APARTMENT - NIGHT

A "hideout."  Not much in the way of furnishings.  Foley follows
Buddy inside, watches as he bolts the door.

                     FOLEY
        First thing I'm gonna do is get all
        this mud off me.

Foley starts for the bathroom.

                     FOLEY (CONT'D)
        I've been dreaming about a hot bath
        for the last six months.  Soak the prison
        off me.

                     BUDDY
        There's some lilac oil, you want some,
        a vanilla candle under the sink.

                     FOLEY
        Oh, man.

                     BUDDY
        There's something about a nice hot
        bath, transforms a person.  It's not
        just about opening up your pores, know
        what I mean?  There's just something
        about the heat and the wet that's
        calming you know?  Settles me in a way
        that I really can't articulate.

                     FOLEY
        I know exactly what you mean.  It's
        just a feeling.
             (beat)
        You know, I could go for some wine
        tonight.

                     BUDDY
        There's a store around the corner,
        I'll be right back.

                     FOLEY
        Sounds great.

Foley goes into the bathroom.  A moment later WE HEAR THE BATH
RUNNING.

INT. APARTMENT HALLWAY - DAY

As Buddy leaves the apartment, starts down the hall, KAREN STEPS
INTO FRAME, watches as he disappears down the stairs.  Gun drawn,
she then moves towards the apartment.

INT. BATHROOM - DAY

As Foley undresses, picks up a candle off the sink and smells
it.  He notices his nude image in the mirror and checks himself
out.

INT. APARTMENT - DAY

As Karen slips the door.  She looks around, HEARS THE WATER
RUNNING.

She racks the slide on her gun, snicks off the safety and starts
for the bathroom.  Suddenly, the water is turned off.  She stops
where she is.  She then moves a careful step at a time towards
the open doorway.

Gradually the tub comes into view, beginning with Foley's feet
resting crossed on the other end, then the middle of the tub,
then she's in the doorway, looking down at...

Foley, lying there in the tub, his eyes closed.  Karen cuts her
eyes down the length of him, taking a moment here to check him
out, long enough for Foley to open his eyes and grab her hand,
the one holding the gun.

                     FOLEY
        Hey.

They look at each other a moment.  He then pulls her down to
him and kisses her.  She kisses him back.  He then pulls her
into the tub with him as we now hear...

                     MARSHALL SISCO (VO)
        Karen...?

CUT TO: KAREN

As she opens her eyes.

                     KAREN
        What?

REVEAL: A HOSPITAL ROOM - DAY

Flowers everywhere.  Karen -- bruises on her face -- lies in
bed.  Her father, Marshall, sits on the chair beside her.

                     MARSHALL
        You were talking in your sleep.

                     KAREN
             (beat)
        What'd I say?

                     MARSHALL
        "Hey, yourself."

                     KAREN
        Huh.

We hear A KNOCK at the door.  They look to where Special Agent
DANIEL BURDON -- black, forties, expensive suit -- stands in
the doorway, file in one hand.

                     KAREN (CONT'D)
        Hello, Daniel.

                     BURDON
             (to Marshall)
        Daniel Burdon, FBI.

                     MARSHALL
        Marshall Sisco.  Karen's dad.

                     BURDON
        You mind please waiting outside.  We
        have some business to do here.

Marshall looks at him a moment.  Then, to Karen...

                     MARSHALL
        I need to go to the john anyway.

Burdon waits for Marshall to walk out, then sits down.

                     KAREN
        I wanna be on the task force, Daniel.

                     BURDON
        That's nice of you to offer, Karen,
        but I got all the help I can use right
        now.  Instead, let's talk about how
        you got the bump on your head.

                     KAREN
             (indicates file)
        Isn't that my report you're holding
        onto?

                     BURDON
        Yes, but I want to hear you tell it.
        Starting with when you tried to grab
        the wheel -- where was this?

                     KAREN
        Coming to the Okeechobee exit...

And now we see it...

INSIDE THE CAR

Going over a hundred miles per hour, blowing past cars...

                     KAREN
        Take the next exit.

                     GLENN
        What am I supposed to do now?

                     KAREN
        Glenn, take the exit.

                     GLENN
        No way, man, no fuckin' way am I gonna
        turn myself in.

She reaches over and grabs the wheel.

                     GLENN (CONT'D)
        The fuck are you doing?!

He hits the brakes.  The car goes off the road, down the grade,
the abutment coming right at us as we go back to...

THE HOSPITAL ROOM

As Burdon sets the file down, sits back now.

                     KAREN
        The next thing I knew, the paramedics
        were taking me out the car.

Burdon looks at Karen a moment, then...

                     BURDON
        There's a couple of points I keep
        wondering about have to do with the
        two guys that grabbed you.  Buddy is
        it?  And this fella Jack Foley.  I
        swear the man must've robbed two hundred
        banks in his time.

                     KAREN
        Really?  Huh.  He told me he didn't
        remember how many he robbed.

                     BURDON
        You talked to him?

                     KAREN
        In the trunk, yeah?

                     BURDON
        What'd you talk about?

                     KAREN
        Oh... different things, prison, movies.

                     BURDON
        This fella holds you hostage, you talk
        about movies?

                     KAREN
        It was an unusual experience.

                     BURDON
        Foley made me think of that fella Carl
        Tillman, the one you were seeing, it
        turns out the same time he was doing
        banks.  You recall that?

                     KAREN
        When I was seeing Carl Tillman, I didn't
        know he robbed banks.

                     BURDON
        Yeah, but I had enough reason to believe
        he did, and I told you.  So you had to
        at least suspect him.

                     KAREN
        And what happened to Carl?

                     BURDON
        The time came, you shot him.  But you
        didn't shoot Foley or the guy with
        him.  They're unarmed, you had a shotgun
        and you let them throw you in the trunk.
        Okay, now you got your Sig in your
        hand.  You say in the report you
        couldn't turn around, he had you pinned
        down.  But when the trunk opened, how
        come you didn't cap the two guys then?

                     KAREN
        Is that what you would've done?

                     BURDON
        You say in the report Glenn didn't
        have a gun, but you let him get away,
        too.

                     KAREN
        Daniel, what do you work on most of
        the time, fraud?  Go after crooked
        bookkeepers.

                     BURDON
        Karen, I've been with the Bureau fifteen
        years, on all kinds of investigations.

                     KAREN
        Have you ever shot a man?  How many
        times have you been primary through
        the door?

                     BURDON
        I have to qualify, is that it?

                     KAREN
        You have to know what you're talking
        about.

We hear CHUCKLING OS.  Burdon glances at the doorway where we
see Marshall now standing, enjoying this.

                     BURDON
        We'll talk another time, Karen.  All
        right?  I'd like to know why Foley put
        you in that second car when he didn't
        need you any more.

                     KAREN
        You'll have to ask him.

                     BURDON
        Sounds to me like he liked having you
        around.  I'll see you, Karen.  Mr.
        Sisco.

                     MARSHALL
        Agent Burdon.

Marshall waits for him to walk out...

                     MARSHALL (CONT'D)
        The white man's Burdon.  That's what
        everybody calls him in Miami.  The
        Metro-Dade guys.  He's got a knack for
        pissing people off.

She's not listening.  He sits down, takes her hand...

                     MARSHALL (CONT'D)
        What are you thinking about?

                     KAREN
        The Sig Sauer you got me for my
        birthday.

                     MARSHALL
        Tell you what, you're a good girl, you
        might get another one for Christmas.

She looks at him.

                     KAREN
        I'll get it back when I get Foley.

EXT. BUDDY'S APARTMENT BUILDING - DAY

A dozen GERIATRIC RESIDENTS sit on chairs out front as Buddy
climbs the steps carrying a bag of groceries under one arm,
newspaper under the other.  An old woman comes out the door as
Buddy opens it and squints at him.

                     OLD WOMAN
        Oh--  Are you delivering the oxygen?

                     BUDDY
        Uh, no, ma'am.  Sorry.

INT. BUDDY'S APARTMENT - DAY

Buddy's REAL apartment, not the one Karen pictured in her dream.
This one's nicer, with a view of the beach.  Jack stands on the
balcony going through KAREN'S PURSE.

He pulls out her wallet, checks out her driver's licence photo.
He does the same with her gym I.D. card.  He finds her address
book and opens it up.  A photo of her father slips out.  Jack
examines it a moment, then flips through the book.

He stares at something in her bag a moment, then reaches in
and comes up with her us Marshal I.D.  He slips it open and
studies the badge and the picture opposite.

He holds on to it, looks out at the ocean, but really sees...

THE OPEN TRUNK OF THE CAR - LAST NIGHT

As Karen gets out, saying...

                     KAREN
        You win, Jack.

BACK IN THE APARTMENT

Foley turns away from the view as Buddy walks in, sets the
grocery bag down on the coffee table.

                     BUDDY
        You made the front page.

He holds up the newspaper so that Foley can see his picture on
the front page: an unflattering mug shot that doesn't look all
that much like him.

                     BUDDY (CONT'D)
        They pass this picture around you can
        go anywhere you want, nobody'll know
        you.

                     FOLEY
        I wasn't feeling my best that day.
        I'd just drawn thirty to life.

                     BUDDY
        Maybe this'll make you feel better.

Buddy reaches into the bag, tosses Foley a NEW ZIPPO.

                     FOLEY
        Thanks.

Foley catches the lighter, immediately begins playing with it.
He looks at the paper on the coffee table as Buddy sits down,
pulls some groceries and a sixpack from the bag.

                     BUDDY
        Paper says there's ten grand each on
        you, Chino and Lulu.

                     FOLEY
        Say anything in there about Karen Sisco?

                     BUDDY
        Just that she got away.

                     FOLEY
        Yeah, but what happened after she drove
        off with Glenn?

                     BUDDY
        You'll have to ask Glenn.  And most
        likely, he's on his way to Detroit,
        where we should be.

Foley walks back out on to the balcony, looks at the contents of
Karen's bag spread out on the table.

                     BUDDY (CONT'D)
        You realize what you're doing?  Worrying
        about a person that works in law
        enforcement.  You want to sit down and
        have cocktails with a girl that tried
        to shoot you.  You hear what I'm saying?

Foley holds up the picture of Marshall Sisco.

                     FOLEY
        Think this old guy is her boyfriend?
        It's the only picture she carries.

                     BUDDY
        Am I going to Detroit by myself?

Foley picks up her drivers licence photo.

                     BUDDY (CONT'D)
        Longer we hang around down here, Jack,
        better chance there is either Glenn's
        gonna fuck up the whole score, or we
        gonna get busted, or both.

                     FOLEY
        We'll leave first thing in the morning.

EXT. MARSHALL SISCO'S CONDO - DAY

Right on a marina.  Boats bobbing on the water.

                     MARSHALL (VO)
        Is this Foley?

INT. MARSHALL SISCO'S CONDO - DAY

Marshall sits in his chair holding up a newspaper as Karen hands
him a drink.  She stares at the photograph.

                     KAREN
        He doesn't even look like that.

                     MARSHALL
        No?

                     KAREN
        No, he looks a lot...

She realizes Marshall's watching her.

                     KAREN (CONT'D)
        Different.

The doorbell RINGS.  She ignores his look, gets up.  Walks to
the door and opens it to reveal RAY NICOLET, boots, leather
jacket, etc.  Cowboy Cop.

                     KAREN (CONT'D)
        Hi, Ray.

                     RAY
        You look great.  Your dad taking good
        care of you?

                     KAREN
        He took the week off so we'd have time
        together.  So far he's worked on his
        boat every day.  Dad?  Ray Nicolet.

Marshall gets up, shakes his head.

                     RAY
        I've heard a lot about you, Mr. Sisco.

                     MARSHALL
        Likewise.

                     KAREN
        Ray's with the F.B.I. Task Force,
        working on the prison break.

                     MARSHALL
             (eyeing his T-shirt)
        I see that.

Ray turns to Karen, holding his jacket open to show the task
force inscription on his T-shirt in red, the guy's .357 tucked
into his waistband.

                     MARSHALL (CONT'D)
        In case no one knows what he does.
        Tell me, Ray, you ever wear one says,
        "Undercover"?

                     RAY
        No.  Course not.

                     KAREN
             (changing the subject)
        How's it going?

                     RAY
        Great.  We got one of 'em.

Karen looks at him.

                     KAREN
        Was it Foley?

                     MARSHALL
             (before he can answer)
        Off a tip?

                     RAY
        Yeah, someone spotted two of 'em in
        this hobo camp out by the airport,
        called the number--

                     MARSHALL
        I knew it, soon as I saw they were
        offering a reward.

She grabs Nicolet by the arm.

                     KAREN
        Was it Foley?

Marshall looks at her.

                     RAY
        Foley?  Oh.  No, it was one of the
        Cubans.  Linares.

                     KAREN
        Oh...

                     RAY
        We went out there, full SWAT, two
        choppers, the whole bit, but Linares
        started shooting anyway.  We put him
        down, but somehow Chirino got away.

                     MARSHALL
        Did you pay the guy the reward?

                     RAY
        Yeah, as soon as we got back.

                     KAREN
        Foley hadn't been there?

Her father gives her a look.

                     RAY
        This place was strictly Cuban.  If
        Foley had a ride he must have his own
        agenda. He seems to be the only one
        knows what he's doing.

THE PHONE RINGS.  Marshall moves to it.

                     MARSHALL
        Hello?
             (beat)
        Yeah, she is.  Just a minute.
             (hands her the phone)
        For you.

                     KAREN
        Hello?

CUT TO: FOLEY ON THE PHONE - DAY

On the balcony.  Flipping through a copy of Vogue while Buddy
watches television inside.

                     FOLEY
        Hi.

INTERCUTTING KAREN & FOLEY - DAY

Karen just stands there, sees her father looking at her as Ray
drones on.

                     FOLEY
        You know who this is?

                     KAREN
        Yes.

She walks out to her father's balcony now.

                     FOLEY
        I just wanted to see if you're okay,
        make sure Glenn didn't hurt you or,
        you know, anything.

                     MARSHALL
        Something I've been wondering, Ray...

Marshall picks up the newspaper...

                     MARSHALL (CONT'D)
        It says in the headline, "I slept with
        a murderer, says shaken Miami woman."
        She lives in Little Havana, her
        husband's out of town working when one
        of the escapees shows up at her door...

She closes the glass door, so that they won't hear her.

                     KAREN
        How'd you get this number?

                     FOLEY
        Who was it answered the phone?

                     KAREN
        None of your business.

                     FOLEY
        I'm just worried maybe I'm not old
        enough for you.

                     KAREN
        That's my dad.

                     FOLEY
        Really.  He has a cop's face.

                     KAREN
        How do you know?  Wait-- you have my
        wallet.

                     FOLEY
        And your gun.

                     KAREN
        Think I could have them back?

                     FOLEY
        How do we do that?

                     KAREN
        Let's see.  You could come on by my
        dad's place, drop 'em off.

                     FOLEY
        Sure.  I'll just leave 'em with the
        S.W.A.T. guy answers the door.

Foley stops flipping through the magazine, stares at what he's
been looking for: an ad for Defiance perfume.

                     KAREN
        There's a guy here on the task force
        right now.  Maybe I should put him on
        the phone, let you two work it out.

                     FOLEY
        You won't do that.

                     KAREN
        Why not?

                     FOLEY
        Because you're having too much fun.

She doesn't know what to say to that.  Foley smells the ad.

INSIDE THE HOUSE

                     MARSHALL
        ...She fixes him pork chops and rice,
        the next thing you know they're making
        love on the sofa.  She says he was
        very gentle.

                     RAY
        I spoke to her.  The guy told her he
        missed his little girl and she felt
        sorry for him.

                     MARSHALL
        That's how you score now?

ON THE PATIO:

Karen looks inside at her father talking with Ray Nicolet.

                     KAREN
        My dad's retired.  He was a Private
        Investigator.  Forty years.  I used to
        work for him.

                     FOLEY
        I can just picture that, a cute girl
        like you following slip-and-fall and
        whiplash cheaters.

                     KAREN
        Something I've been wondering, what
        ever happened to your Uncle Cully?

                     FOLEY
        Why?  You think he might tell you where
        I am?

                     KAREN
        Unless you wanna tell me.

                     FOLEY
        He's dead.  He did twenty-seven years
        before he came out and died not too
        long after in Charity Hospital, I think
        trying to make up for all the good
        times he'd missed.
             (then)
        That's not gonna be me.

                     KAREN
        One last score, that the idea?  Move
        to some island.

                     FOLEY
        I'm partial to mountains myself.  But
        if you like islands, we'll make it an
        island.

                     KAREN
        Whatta you mean we'll make it an island?

                     FOLEY
        I just thought maybe you and me could--

Buddy opens the door, sticks his head out, startles Foley.

                     BUDDY
        Who you talking to?

                     KAREN
        Is that Buddy?

Foley's caught off guard, hangs up the phone.  He looks at Buddy.

                     FOLEY
        What?!

                     BUDDY
        You better come see this.

INT. MARSHALL'S CONDO - DAY

As Karen stands on the balcony another moment, then hangs up,
opens the sliding door and walks back into the living room.

                     RAY
        The woman also said he stole her
        husband's gun, a twenty-two pistol,
        and some of his clothes.

                     MARSHALL
        So the woman's married.  She goes to
        bed with this prison escapee because
        he misses his little girl and then
        tells the world about it.  But you
        don't reveal her name, you protect
        her.  It sounds like you're saying
        it's okay as long as her husband doesn't
        find out about it.  Like the guy who
        cheats on his wife, saying what she
        doesn't know won't hurt her.

                     KAREN
        Dad.

He looks over at her now.  Gives her an innocent look.

                     MARSHALL
        What?

INT. BUDDY'S APARTMENT - DAY

As Foley and Buddy watch a news report on the earlier events at
the hobo camp.  We catch a glimpse of RAY NICOLET, GUN IN HIS
WAISTBAND, STICKING HIS CHEST OUT FOR THE CAMERA.

Foley shakes his head as they show a shot of Lulu's body covered
with a sheet.

                     FOLEY
        Chino's gonna wanna talk to me.

                     BUDDY
        He's running for his life, he doesn't
        give a shit about you.

                     FOLEY
        He's gotta know by now that I gave him
        up back at Glades.  He does, he's gonna
        try to find me.  Maybe go see Adele,
        see what she knows.

                     BUDDY
        He knows where she lives?

Foley doesn't answer.  Buddy mutes the set.  Turns to Foley.

                     BUDDY (CONT'D)
        Jack?

                     FOLEY
        We were talking one time, drinking
        rum.  I may've mentioned Adele, how
        she worked for a magician.  Chino got
        interested.  He's like, Yeah?  How
        does he saw the woman in half?  He
        wanted to meet her.  Or get a look at
        her if she ever came to visit.

                     BUDDY
        So call her up.  Tell her don't talk
        to any Cubans.

                     FOLEY
        Her phone's probably tapped.

                     BUDDY
        And you know they're gonna have some
        people watching the hotel.

                     FOLEY
        Shit.

EXT. MARSHALL SISCO'S BOAT - DAY

Karen stands there with her car keys and purse as Marshall paints
the trim on the boat.

                     MARSHALL
        Remember, pay attention to how she
        talks about Foley, her tone.  Do it
        right, she'll tell you things she
        wouldn't tell Burdon.  Tell her you
        think he's a nice guy.  No, first tell
        her about being in the trunk with him,
        in the dark for half an hour, and see
        how she takes it.  If she's in on it,
        what does she get for all the
        aggravation; cops breathing on her?  I
        bet nothing.  So she still likes him
        enough to stick her neck out.  You
        think that's possible?  What kind of
        guy is he?

                     KAREN
        He's pretty laid back, confident.

                     MARSHALL
        He remind you of that guy, Tillman?

                     KAREN
        Not at all.

                     MARSHALL
        But you know he's dirty and you still
        wanna see him again.

                     KAREN
        I want to bust his ass, put him in
        shackles.

                     MARSHALL
        Maybe.  But you're also curious about
        the man.  Twice last night you asked
        your married boyfriend Nicolet about
        him.  You were concerned, but you didn't
        want to show it.

                     KAREN
        My married boyfriend - setting him up
        with that news story so you could talk
        about infidelity.  I couldn't believe
        it.

                     MARSHALL
        You like the wild ones, don't you?
        Tillman, Nicolet and now Foley.  You
        know, I've always said there's a thin
        line between the cowboy cops and the
        armed robbers, all those guys that
        love to pack.

                     KAREN
        Foley kidnapped me.

                     MARSHALL
        Yeah, but you talked all the way from
        GCI to the turnpike.  It sounds more
        like a first date than a kidnapping.
        
She gives him a look.  He goes back to his painting.

                     MARSHALL (CONT'D)
        Go talk to the ex-wife.

INT. ADELE DELISI'S APARTMENT - DAY

As Adele comes in, drops a stack of her cards on the glass-topped
dining table and turns on the window air-conditioner when THE
PHONE RINGS.  She grabs it...

                     ADELE
        Hi, this is Adele speaking.

EXT. PAYPHONE - DAY

Adele's neighbourhood.  Near the beach.  Chino on the phone.  He
wears a painter's cap and a white jumpsuit...

                     CHINO
        Oh, is this Adele?

                     ADELE (PHONE)
        Yes, it is.

                     CHINO
        Uh-- sorry.  Wrong number.

He hangs up, glances about, then checks the little .22 stuck in
one of his pockets.  As he then starts off down the street, we
can see the name "COLOR MY WORLD HOUSEPAINTING" on the back of
the jumpsuit.

INT. BUDDY'S CAR - DAY

Buddy drives.  Foley -- in a bright orange and ochre beach outfit --
is beside him.  Buddy looks at him, shakes his head.

                     BUDDY
        Nice disguise.

                     FOLEY
        I'm a tourist.

                     BUDDY
        You at least bring the gun?

                     FOLEY
             (lifts straw bag)
        In here with my suntan lotion and beach
        towel.
             (points)
        That's her place.

As they drive past, Buddy indicates a MAN on the steps out front,
obviously FBI...

                     BUDDY
        There.  You see the guy sitting on the
        porch?  The old ladies and one guy?
        You know they'll have a couple more in
        a car somewhere.

                     FOLEY
             (watching something
              else)
        Uh-huh...

Buddy follows Foley's gaze to...

ACROSS THE STREET

As a car door opens and Karen Sisco gets out, rifles her purse
for change.  She drops a quarter, Foley now watching as she
bends down to grab it, her skirt hiking way up her thigh...

                     BUDDY
        Oh, my.

Foley watches, her hair in her face as she tries to reach under
the car and grab it.

                     BUDDY (CONT'D)
        Okay, you saw her.  That's all you
        get.

They watch as she walks to the Normandie and shows the YOUNG
AGENT her ID...

                     FOLEY
        I guess Adele's in good hands.

                     BUDDY
        Sure looks that way.

                     FOLEY
             (finally)
        Let's go to Detroit.

                     BUDDY
        Now you're talkin'.

INT. HALLWAY OUTSIDE ADELE'S APARTMENT - DAY

Adele has the chain on the door, talks to Karen through the
narrow opening.

                     ADELE
        You were both in the trunk?  Together?

                     KAREN
        From Glades to the turnpike.  Then I
        left with Glenn.

Karen watches Adele's face in the opening, freshly made up,
heavy on the eye shadow and lip gloss.

                     KAREN
        The FBI didn't tell you I was with
        them?

                     ADELE
        They didn't tell me anything, they
        asked questions.

                     KAREN
        But you know what I'm talking about,
        don't you?  About Glenn, don't you,
        and the second car?

                     ADELE
        I know a Glenn.

She thinks a moment.  The door closes and opens again, all the
way.  Adele stands there in a robe, hanging partly open, panties,
but no bra.

                     ADELE (CONT'D)
        I'm getting ready to go out.  You can
        come in if you want, sit down for a
        minute.  Would you like a Diet Coke?
        
                     KAREN
        No, thanks.

She comes in, checks out the place.  She turns a chair from the
glasstop table and sits down as Adele comes out of the
kitchenette with a Diet Coke and packet of cigarettes.

                     ADELE
        Those are cute shoes.  The kind of
        jobs I get, I have to wear these killer
        spikes, they ruin your feet.

She walks away, comes back with an ashtray.

                     ADELE (CONT'D)
        When you were in the trunk with Jack...

Karen waits, watches her light her cigarette.

                     ADELE (CONT'D)
        He didn't hurt you or anything, did he?

                     KAREN
        You mean, did he try to jump me?  No,
        but he was kind of talkative.

                     ADELE
        He gets that way when he's nervous
        sometimes.

Adele sits down at the other end of the table.

                     KAREN
        You didn't visit him in prison.

                     ADELE
        He didn't want me to.

                     KAREN
        Why not?

                     ADELE
        I don't know.  He was different after
        he was sentenced, looking at thirty
        years.  Said it depressed him every
        time the younger cons called him an
        old timer.

                     KAREN
        But you spoke to him on the phone.

                     ADELE
        He'd call every once in a while.

                     KAREN
        He called the day he escaped.

                     ADELE
        He did?  I don't remember.  Did he say
        about me?  In the trunk?

                     KAREN
             (beat, lies)
        He said he wished the two of you could
        start over, live a normal life.

                     ADELE
        Huh.  Problem is, Jack's idea of a
        normal life is robbing banks.  It's
        all he's ever done.

                     KAREN
        Did you know that when you married
        him?

                     ADELE
        He said he was a card player.  I could
        live with that.  I never knew he robbed
        banks till he got busted with that car
        that caught fire -- if you can imagine
        something like that happening, comes
        out of the bank and the car's on fire.
        I did go see him in jail to tell him I
        was filing for divorce.  He said,
        "Okay."  Jack's so easy going.
             (then)
        He was fun, but never what you'd call
        a real husband.

Adele looks out the window.  Karen waits, looks to an end table
where she sees a photograph of Jack and Adele on a boat somewhere
ten years back.

                     ADELE (CONT'D)
        I'll say one thing for Jack, he was
        never ugly or mean, or drank too much.
        He was very considerate, lights on or
        off, if you know what I mean.

                     KAREN
        Really.
             (looking at the picture)
        Hm.

She realizes Adele is looking at her.

                     KAREN (CONT'D)
        Adele, sooner or later, he's gonna get
        caught.  I'd like to get him before he
        does something else, makes it worse on
        himself.

                     ADELE
        Buddy'll take care of him.  Keep him
        out've trouble.  He's Jack's conscience.
        Always has been.
             (chuckles)
        He tell you how they met?

Karen shakes her head.

                     ADELE (CONT'D)
        Jack came out of a bank he just robbed
        in Pasadena, couldn't get his stolen
        car to start.  Battery was dead.  He
        looks over, sees Buddy sitting in a
        burgundy Bonneville, goes up, offers
        him a thousand dollars for a jump.
        Turns out, Buddy was casing the same
        bank and saw the whole thing.  Buddy
        says, I'll take the thousand, but we're
        leaving in my car, not that piece of
        shit you come in.
             (then)
        They musta robbed fifty banks together.

                     KAREN
        Till they got busted.

                     ADELE
        That wasn't Jack's fault.  No, that
        was on account of Buddy, for some
        reason, decided to call his sister and
        confess to a job before they'd done it
        instead of after.  She called the FBI
        and they both went down, ended up at
        Lompoc.
             (then)
        I think Buddy felt kinda bad about
        that.

                     KAREN
        Any idea where I could find Buddy?  Or
        Glenn?

Adele looks at Karen, then jumps at the sound of three quick
raps on the door.

                     CHINO'S VOICE
        Adele?  You in there?

                     ADELE
        Yes.

                     CHINO
        I want to speak with you, please.

                     ADELE
        Who is it?

                     CHINO'S VOICE
        I talk to the guy you work for, Emil.
        He tole me your number and where you
        live.  See, I'm looking for an assistant
        and would like to speak to you.

                     ADELE
        Oh.  Uh-huh.

                     CHINO'S VOICE
        You did work for Emil, right?

                     ADELE
        Yeah, I was Emil's box-jumper for almost
        four years.

                     CHINO'S VOICE
        You were his what, his box?

                     ADELE
        His assistant.

Karen looks at the door.  Something's wrong... through the glass
bricks that line one side of the door, we see blurred movement
on the other side, someone doing something...

                     ADELE (CONT'D)
        You say you perform in the Miami area?

                     CHINO'S VOICE
        Yes, around here.  I was a mayishan in
        Cuba before I come here.  Manuel the
        Mayishan was my name.

And now Karen and Adele look at each other.

                     CHINO'S VOICE (CONT'D)
        Can you open the door?

Karen shakes her head "no."

                     ADELE
        I'm not dressed.

                     CHINO'S VOICE
        Listen to me.
             (lowers his voice)
        I'm a good friend of Jack Foley.

Boom.  Karen gets to her feet, brings her bag to the edge of
the table, sees Adele staring at her.

                     KAREN
        Ask him his name.

                     ADELE
        Who are you?

                     CHINO'S VOICE
             (beat)
        Jose Chirino.

Karen brings her Beretta out of the bag.

                     CHINO'S VOICE (CONT'D)
        Or maybe you hear Jack Foley call me
        Chino.  I'm the same person.

Karen moves along the table to Adele...

                     KAREN
             (soft)
        Tell him to wait in the hall, you have
        to get dressed.  Say it loud.

As Adele speaks, Karen racks the slide on her 9mm.

                     ADELE
        Wait in the hall!  I have to get
        dressed!

                     CHINO'S VOICE
        Tell me where is Jack Foley, I don't
        bother you no more.

Karen motions for Adele to keep talking as she takes a position
beside the door, where we now see Chino's silhouette in one of
the three glass panels in the centre of the door.

                     ADELE
        I don't know where he is.

                     CHINO'S VOICE
        Listen, I'm the one help Jack escape
        from prison.  He tole me, I can't find
        him to see you.  So why don't you open
        this fucking door.  Okay?  So we can
        speak.

                     ADELE
             (staring at Karen)
        Go away, or I'll call the police.

                     CHINO'S VOICE
        Why you want to do that, to a frien'?

Adele says nothing.  Then...

                     CHINO'S VOICE (CONT'D)
        Okay, you don't want to help me, I'm
        leaving.
             (then)
        I'm going now.  I see you maybe some
        time, okay?  Bye bye.

                     KAREN
             (low)
        Go in the bedroom and --

Suddenly, Chino's fist -- wrapped in his shirt -- explodes
through one of the glass panels.  Adele and Karen both jump as
Chino pushes his arm through, reaches for the door knob...

...but Karen grabs the knob first and, using all of her weight
as leverage, pivots and flings the door open with Chino's arm
still sticking through the glass...

...the force of which slingshots the man into the room where he
bangs against a wall and falls to the floor.  Dazed, Chino
reaches for his .22 as he now tries to get to his feet.

Karen brings up her Beretta in two hands, cocks it and puts the
front sight on his chest.

                     KAREN (CONT'D)
        Leave it where it is.

                     CHINO
             (frowning)
        Wait.  You not Adele?

                     KAREN
        I'm a federal marshal and you're under
        arrest.  Put the gun on the table.  I
        mean, now.

                     CHINO
        Oh.  Then this must be Adele...

He now aims the gun point-blank at Adele.

                     KAREN
        Put it down or I'll shoot.

                     CHINO
        You wouldn't shoot me, would you?

                     KAREN
        What do you want to bet?

                     CHINO
             (beat)
        I could walk out of here.

                     KAREN
        If you move, if you look at her again,
        you're dead.

Chino doesn't move.  Keeps his gun on Adele.  Karen starts
walking towards him...

                     KAREN (CONT'D)
        You can live or die, it's up to you.

                     CHINO
        Oh, is that right?  You going to shoot
        me?  Nice girl like you?
             (smiles)
        I don't think so.

                     KAREN
        You don't, huh?

And with that, she kicks him in the knee.  Chino buckles over
and she hits him on the side of the head with her gun...

                     ADELE (CONT'D)
        On your knees.

He does as he's told.  Karen raises his jacket, feels around
his waist from behind.

                     ADELE (CONT'D)
        Lie face down on the floor.

                     CHINO
             (hurting)
        What?!

She kicks him over onto his stomach and stays there.  She puts
her foot to his back as she reaches for the phone, dials.  She
sees Adele staring at her.

                     CHINO (CONT'D)
             (to Adele)
        Excuse me...

Karen looks at Adele a moment, then says into the phone...

                     KAREN
        Daniel Burdon, please.  Karen Sisco.

                     CHINO
        Excuse me, Adele?

                     ADELE
        Yes.

                     CHINO
        You do the sawing of the box in half
        trick with you inside?

                     ADELE
             (beat)
        Yes.

                     CHINO
        Tell me, how do you do that?

Adele looks at Karen, who shoves Chino's head to the floor with
her foot.

                     KAREN
        Shut up.

                     BURDON (PHONE)
        Karen.  Where are you?  I been trying
        to get a hold of you.

                     KAREN
        Daniel.  Listen --

                     BURDON (PHONE)
        Where are you?  I been trying to reach
        you.

                     KAREN
        I'm at Adele Delisi's.

                     BURDON (PHONE)
        What-- we already talked to her.  That's
        a dead end.

                     KAREN
             (looking at Chino)
        Yeah, I know.  I was just leaving.
        Why were you trying to reach me?

                     BURDON (PHONE)
        There was a Buddy Bragg at Lompoc around
        the same time Foley was there.  We got
        an address for him at the Adams Hotel
        in Hallandale.  I want you to go there,
        see if you can get the manager to i.d.
        him as the other guy.  If he does, you
        call me right away...

                     KAREN
        All right, but...

                     BURDON (PHONE)
        But don't you do anything.  You just
        have a seat, wait for me to get there.

                     KAREN
        Sure, Daniel.

                     BURDON (PHONE)
        Now.  What is it you wanted to tell
        me?

                     KAREN
        Oh, I was just wondering, if I were to
        bring in Chirino, would you put me on
        the task force?

                     BURDON (PHONE)
             (impatient)
        What?  Is that what you're calling me
        about?

                     KAREN
        Yes or no, Daniel.  If I get him, will
        you let me go after Foley?

                     BURDON (PHONE)
        Yeah, sure, Karen.  You bring in
        Chirino, you can be on the task
        force.

                     KAREN
        That's all I wanted to know.

                     BURDON (PHONE)
        Good.  Now forget about the ex-wife
        and get over to the Adams Hotel.

Karen hangs up, looks at Adele.  Adele nods.

                     ADELE
        You're good.

                     KAREN
        Thank you.

INT. BUDDY'S APARTMENT - NIGHT

As Foley and Buddy quickly pack up their stuff.

                     FOLEY
        First thing we do, we get to Detroit,
        we find Glenn, then we find a window
        to throw him out of.

                     BUDDY
        I been thinkin', if I was Glenn, I was
        up there to take down the Ripper, where
        would I go?

                     FOLEY
        Well, first off, if you were Glenn,
        you wouldn't be thinking.

                     BUDDY
        Remember Snoopy Miller, his old pal
        from Lompoc?

                     FOLEY
        Snoopy.  Christ, I thought he'd be
        brain dead by now.

                     BUDDY
        He isn't fighting no more.  Glenn told
        me the Snoop's been managing some guys
        up there now, works out at the Kronk.

INT. SHALAMAR APARTMENTS - LOBBY - NIGHT

The ancient residents stop what they're doing as Burdon enters
with eight guys in jackets and wool shirts hanging out, running
shoes, half of them carrying what look like athletic bags.
Karen meets them as they all walk to the elevator.

                     BURDON
        You get the key?

                     KAREN
        They're in 7D.

She hands it to him as they wait for the elevator.

                     BURDON
        I want two men outside, front and back.
        Conway and Jessup go on up to seven,
        cover both ends of the hall.

Burdon, Karen and the remaining four SWAT team agents.  Burden
looks at them one at a time.

                     BURDON (CONT'D)
        You're primary, you're secondary, you're
        point man.

                     KAREN
        You're gonna use a ram?

                     BURDON
        Yeah, why?

                     KAREN
        The manager's door is metal.

They all look at her.

                     KAREN (CONT'D)
        You know what I mean?  They might all be.
        And a ram on a metal door makes an awful
        lot of noise for what good it does.

Burdon looks at her, not all that happy she spoke up.  The fourth
man raises the shotgun, a three-inch strip of metal taped to
the muzzle.

                     FOURTH MAN
        I got a shock-lock round in my shotgun
        oughta do the trick.

                     BURDON
        Fine.  Whatever.

He sees the elevator still hasn't come down.

                     BURDON (CONT'D)
        Fuck it.  Let's take the stairs.
        Karen...

Burdon pauses, looks at Karen, hands her a radio.

                     BURDON (CONT'D)
        Take the radio, stay down here in the
        lobby, watch the elevator.

                     KAREN
        What?  Daniel, I wanna go upstairs.

                     BURDON
        You can go wait out in the car, you
        want to.

She doesn't say anything.

                     BURDON (CONT'D)
        Now you see Foley and this guy Bragg
        come in behind us, whatta you do?

                     KAREN
             (pissed)
        Call and tell you.

                     BURDON
        And you let them come up.  You don't
        try to make the bust yourself.  You
        understand?

Before she can answer, an old woman steps in, asks Burdon...

                     OLD WOMAN
        Are you delivering the oxygen?

Burdon looks at her, then nods for his men to start up the
stairs.

ON THE SEVENTH FLOOR - DAY

Everyone's in position as Burdon eases the key into the lock,
turns it.  The door won't budge, a dead bolt holds it shut.

The guy with the shotgun puts the strip of metal against the
seam, where the lock enters the frame, the muzzle of the shotgun
exactly three inches now from the dead bolt, and looks over his
shoulder at Burdon.

With the sound of the blast, we then...

CUT TO:  INSIDE THE ELEVATOR - DAY

As Foley and Buddy ride down with an old lady.  The doors open.
The woman doesn't move.

                     BUDDY
        Is this your floor, mother?

                     OLD LADY
        Oh.  Yes, it is.

INT. THE LOBBY - SAME TIME - DAY

As an old gent in a golf cap smiles at Karen sitting there on
the couch in front of the elevator...

                     OLD GENT
        Like to play some gin?

                     KAREN
        No, thank you.

He creeps off towards the elevator.

INT. BUDDY'S APARTMENT - DAY

As Burdon and his men fan out through the place...

INT. LOBBY - DAY

As we hear Burdon's voice.

                     BURDON (RADIO)
        Karen.  They're not up here.  Keep
        your eyes open.

Karen looks off towards the street entrance, then back at the
elevator where the man is still waiting, leaning on his cane.

The elevator door opens to reveal Buddy and Foley.

                     OLD GENT
        Going up?

Buddy and Foley don't answer.  The old man starts to get on,
feeling with his cane, taking forever.

Karen and Foley are staring at each other.  He doesn't move.
Not until the elevator door begins to close.

Buddy sees Karen, helps the old man aboard as...

Karen picks up her radio, is about to speak into it when...

Foley raises his hand.  And waves as the door closes.

INT. ELEVATOR - DAY

As the elevator resumes going down.

                     OLD GENT
        Shit, I wanted to go up.

                     BUDDY
        Let's just hope there's no one in the
        garage.

                     FOLEY
        She looked right at me.  She didn't
        yell or get excited.  She didn't move.

INT. BUDDY'S CAR - DAY

As they get in and Buddy starts the car...

                     BUDDY
        They know where I live, I guess they
        know what I drive, so maybe we should
        pick up another car on the way.

                     FOLEY
        She just sat there, looking right at
        me.

Buddy gives him a look, shakes his head and then burns rubber
out of the garage as we...

CUT TO: A CLOSE-UP OF KAREN - DAY

Staring straight ahead.

                     BURDON (ON THE RADIO)
        Karen.  Report.  You see anything?
        Karen?  You there?  Karen...?

INT. AIRPORT TERMINAL - DAY

As Marshall walks Karen to the gate.

                     MARSHALL
        He waved to you?

                     KAREN
        I couldn't swear to it, but I'm pretty
        sure he did.

                     MARSHALL
        You wave back?

                     KAREN
        I didn't have time.

                     MARSHALL
        I imagine you would've though.

She shakes her head.

                     KAREN
        Buddy's sister Regina Mary Bragg got
        two calls from Buddy up in Detroit
        this morning, called Burdon.  She's
        also the one gave Burdon Buddy's
        address.

                     MARSHALL
        So?

                     KAREN
        So what I want to know is why Buddy
        still calls his sister every week even
        after she turned him in.

                     MARSHALL
        He doesn't seem to hold a grudge.
             (then)
        What I want to know is why, they got
        such a big score up north, did Foley
        hang around Miami for so long?
             (looks at her)
        Any thoughts on that one?

                     KAREN
        None I'd like to share.

She gives him a kiss...

                     KAREN (CONT'D)
        I'll call soon as I get in.

                                               DISSOLVE TO:

EXT. BLOOMFIELD HILLS - DETROIT - DAY

Snow.  Everywhere.  A black Lincoln Town Car creeps through the
neighbourhood full of big, beautiful snow-covered homes.

                     MAURICE (VO)
        I don't just manage fighters, or deal
        product any more...

INT. CAR - SAME

Glenn -- sunglasses -- sits in the back with Maurice, aka "Snoopy" --
wearing a purple bandanna and his own dark sunglasses.

                     MAURICE
        I've diversified since the last time
        you saw me.  I've vertically integrated
        and now I'm into home invasions and
        the occasional grand larceny.

Glenn just nods, stares out the window.

                     MAURICE (CONT'D)
        White Boy Bob's my all-around man, my
        bodyguard when I feel I need one, and
        my driver.

Maurice indicates WHITE BOY BOB, a fucking huge, depraved-
looking white guy now squeezed in behind the wheel.

                     MAURICE (CONT'D)
        Watch the road, boy.
             (then)
        I like this Town Car.  We can cruise
        the man's neighbourhood without getting
        the police or private security people
        on our ass.

                     GLENN
        Sure, right, they see Bigfoot driving
        around a black guy wearing shades and
        a lavender fucking bandanna, no, they
        won't think anything of it.

                     MAURICE
        It's lilac, man, the color, and the
        style's made known by Deion and other
        defensive backs in the pros.  I could
        be one of them living out here with
        doctors of my race and basketball
        players.  Okay, here comes Mr. Ripley's
        house up on the left.  Yeah.  The brick
        wall.  There's his drive, right there.

The car creeps past a huge Tudor-style country house.

                     MAURICE (CONT'D)
        You sure Foley and his pal aren't coming
        up here, do this themself?

                     GLENN
        If they're not busted now, they're
        gonna be.
             (then)
        It's wide open.

EXT./INT. CAR - MAURICE NEIGHBORHOOD IN DETROIT - LATER

People on the street with vacant expressions watch as the black
Town Car moves past the broken-down homes, cars on blocks and
snow-covered trash.

                     GLENN
        So you still haven't said, how you
        wanna do it?

                     MAURICE
        I'll show you, soon as I get one more
        guy I'm gonna need, Moselle's brother,
        Kenneth.  Along with White Boy there.

                     GLENN
        What?

The car pulls to the kerb and KENNETH -- a wiry black man in a
bright yellow T-shirt and red baseball cap backward, always
seems to be high on some chemical or another - gets in.

                     MAURICE
        You get everything?

Kenneth tosses a gym bag into the back seat.  Glenn stares at
it.  Something about the bag makes him uneasy.  Maybe it's the
HACKSAW that sticks partially out of the opening.

                     MAURICE (CONT'D)
        Cool.  Kenneth, this is the man I told
        you about, Glenn.

                     KENNETH
        The one gonna help us rip off the rich
        guy?

                     MAURICE
        That's right.

                     GLENN
        Help you...

White Boy Bob pulls out again.  Glenn looks at the two psychos
in front, then turns to Maurice.

                     GLENN (CONT'D)
        Wait a minute.  I'm letting you in on
        this, not all your friends.

                     MAURICE
        You just ask me how we gonna do it.
        That's what I'm here for, tell you
        how.  We the experts.

Glenn can't believe this is happening.

                     MAURICE (CONT'D)
        Thing I'm worried about is you.

                     GLENN
        Me?

                     MAURICE
        Yeah.  If you can step up and actually
        do it.  Understand?  'Stead of just
        talking the talk.

                     GLENN
        Can I do what?

                     MAURICE
        Walk in a house with me, do this cross-
        dressin' nigga named Eddie Solomon I
        used to sell to been dealin' on his
        own.

                     GLENN
        What-- when?

                     MAURICE
        Right now, son.

                     GLENN
        I don't have to prove shit to you.
        The Ripley job is my job.  You're either
        in or you're not.  You wanna pop some
        crack dealer pissed you off, that's
        your problem, not mine.

                     MAURICE
        Look, Glenn, I know you cool, but you
        don't have to give me no tone of voice,
        okay?  You don't like what I'm saying,
        you can get out anywhere along here
        you want.

                     GLENN
        I think you're forgetting, this is my
        car.  I drove it up here.

                     MAURICE
        Hey, shit, come on.  I say I want this
        car, man, it's mine.  You go get
        yourself another one.  I say I'm in on
        Ripley?  I'm in, with or without your
        ass.  I say I want you to come along
        on another job, see if you for real or
        not, guess what you gonna do?

Glenn looks at Maurice, now ice-cold behind the shades.

                     WHITE BOY BOB
        We're here.

Glenn looks out the window as they pull up in front of a decrepit-
looking two-story house.  Maurice opens the gym bag, passes the
hack saw and a HAND AXE up to White Boy Bob, a SAWED-OFF SHOTGUN
to Kenneth, and takes out a big .45 for himself.

                     MAURICE
        Let's go see Eddie.

Glenn hesitates, then slowly gets out of the car as we hear...

                     RIPLEY (V.O.)
        Must take balls, do what you do.

EXT. LOMPOC FPC - YARD - DAY

As Foley walks with Ripley across the yard.

                     RIPLEY
        Tell me something.  What's it like,
        walk in a bank with a gun, stick it
        up?

                     FOLEY
        I don't know.  I never used a gun.

                     RIPLEY
        Really?

                     FOLEY
        You'd be surprised what all you can
        get, you ask for it the right way.

                     RIPLEY
             (smiles)
        You're the reason, Jack, I don't keep
        all my money in banks.

                     FOLEY
        No?  Where do you keep it, Dick?
             (Ripley smiles)
        I'm talking about all those uncut
        diamonds you told Glenn about.

                     RIPLEY
             (still smiling)
        I know what you're talking about.

                     FOLEY
        You're the one with balls, Dick, say
        something like that to someone like
        Glenn.  Or maybe you just forgot where
        you were for a minute.

                     RIPLEY
        Yeah, but who's gonna believe Glenn?
        I mean, do you believe Glenn?

                     FOLEY
        Of course not.

                     RIPLEY
        Plus, even it was true, he'd still
        have to figure out where I keep 'em.

                     FOLEY
        Doesn't have to figure out shit.  You
        told him you keep 'em at your house.

                     RIPLEY
             (shrugs, big smile)
        It's a big house.

Ripley sits down on one of the picnic tables, looks around the
yard.

                     RIPLEY (CONT'D)
        Tell me something, Jack, how much longer
        you in here?

                     FOLEY
        Twenty-two months, three days, two
        hours.  Why?

                     RIPLEY
        I was just thinking that I could use a
        guy like you, someone knows how to ask
        for things the right way.  I'm talkin'
        about when you're outta here.  I mean,
        you can't rob banks for ever.

Foley looks at Ripley.

                     FOLEY
        It's a little late for me.

                     RIPLEY
        Hey, Jack?  Bullshit.  I didn't make
        my first million until I was forty-
        two.  Forty-two.  You really want to
        change, it's never too late.

                     FOLEY
        I don't know.  I'm not exactly the
        nine-to-five type.

                     RIPLEY
        Who is?  But then you gotta look at a
        job as more than just work.  You gotta
        look at it as peace of mind.  As
        security, you know what I mean?  I got
        offices in Detroit, Miami, Boston,
        take your pick.

                     FOLEY
        My ex-wife's in Miami.  It's nice down
        there.

                     RIPLEY
        No need to decide now.  Be like the
        fish.  Let whatever happens happen.

                     FOLEY
        The fish?

                     RIPLEY
        Yeah, fish live in the present.  They
        don't dwell on yesterday and they don't
        worry about tomorrow.  Even when a big
        fish attacks a little fish, there's no
        neurosis involved.  No guilt afterward.
        No whining on some fish-shrink's couch.
        They just do it.  They accept.

                     FOLEY
        I can't say that I've paid that much
        attention to 'em before.

                     RIPLEY
        The fish saved my life.  Two years
        ago, I found out I had high blood
        pressure.  So my doctor, he tells me
        to go get an aquarium, look at the
        fish every time I felt myself stressing
        out.

                     FOLEY
        And the guy sent you a bill for this?

                     RIPLEY
        It works.  You should try it sometime.

                     FOLEY
        The next time I walk into a bank.

Ripley shakes his head, then gets up...

                     RIPLEY
        Think about my offer, Jack.

Foley watches him go.

                     BUDDY (V.O.)
        Hey, Jack...

CUT TO: CLOSE UP OF FOLEY

As he turns to us.

                     FOLEY
        What?

PULL BACK TO REVEAL: WE'RE INSIDE A CAR

Across the street from the KRONK RECREATION CENTER -- a red-
brick building in a bleak, depressing neighbourhood.

                     BUDDY
        You see this one...

Buddy reads from a newspaper while Foley watches the gym.

                     BUDDY (CONT'D)
        "Fight over tuna casserole may have
        spurred slaying."  Seems this woman's
        live-in boyfriend, seventy years old,
        complained about her tuna noodle
        casserole and she shot him in the face
        with a twelve-gauge.  Police found
        noodles in the woman's hair and think
        the guy dumped the casserole dish on
        her before she shot him.  They'd been
        together ten years.

                     FOLEY
        Love is funny.

Buddy looks at him.  Notices something over Foley's shoulder.

                     BUDDY
        Hey--

And now Foley turns and looks over as the black Town Car
pulls into the Kronk parking lot.

INT. TOWN CAR - SAME

Kenneth and White Boy Bob nod along to some rap tape in the
front seat.  Glenn sits in the back, looking pale, hugging
himself, shaking.  Maurice looks out the window...

                     MAURICE
        Was a time you see a gold Mercedes
        over in the parking lot has a license
        plate on it say HITMAN?  You know Tommy
        Hearns is inside.  Seeing the car would
        get our juices flowing.

Maurice looks at Glenn now and grins.

                     MAURICE (CONT'D)
        You already got your juices flowing,
        huh?  Pissed your pants back there at
        Eddie's house, didn't you?

Glenn just looks at Maurice.

                     MAURICE (CONT'D)
        That was some shit, huh?

                     GLENN
             (indicates Kenneth)
        Why'd he have to do that to that girl?

                     MAURICE
        Yeah, Kenneth, why you have to do that
        to that poor girl.

                     KENNETH
             (smiles)
        Do what?

Glenn says nothing, just looks at Kenneth.

                     MAURICE
        Just wait till we get inside Ripley's
        house.

And he and Whiteboy start laughing as they get out of the car.

                     GLENN
        It's all right with you, I'll just
        hang in the car.

                     MAURICE
             (beat)
        No.  You gonna stay close to me from
        now on.  So you don't disappear on me.

                     GLENN
        Why would I do that?

Maurice looks at him, starts laughing.  White Boy Bob and Kenneth
join in.  Maurice leans over... Glenn flinches as Maurice opens
Glenn's jacket so that we can see the BLOOD splattered on his T-
shirt.

                     MAURICE
        Was worse than you imagined, wasn't
        it?
             (then, smiles)
        Baby, you with the bad boys now.

INT. FOLEY AND BUDDY'S CAR - SAME

As they watch Glenn and Snoopy and White Boy Bob get out of the
car.

                     BUDDY
        Whatta you think?

                     FOLEY
        I think Glenn opened his big mouth and
        now we got us another partner.

                     BUDDY
        Or two.

INT. BOXING GYM - DAY

Glenn sits on a bench near the rear wall, facing the ring.
Kenneth grabs a magazine, walks into the john.  A shirtless
White Boy Bob lifts weights while Maurice moves around the ring
calling to the boxers inside.

                     MAURICE
        Stick and jab!

                     VOICE
        Hey, Studs, how you doing?

He looks up, sees Buddy and Foley coming this way.

                     GLENN
        Jesus Christ, what're you guys doing
        here?

They sit down on either side of him, close.

                     FOLEY
        Weren't you expecting us?

                     GLENN
        That broad you picked up -- did you
        know she was a US Marshal, for Christ
        sake?

Now he turns to Buddy as Buddy stands up, takes off his overcoat
and sits down again.

                     GLENN (CONT'D)
        She knew me from some bullshit dope
        bust.  She drove me to court.  Twice.
        You know what she said, we're in the
        car on the turnpike?  "I never forget
        anybody I've cuffed and shackled."

                     FOLEY
        Yeah?  She said that to you?

Glenn turns to see Foley with a mild expression on his face,
almost smiling.

                     FOLEY (CONT'D)
        What happened to your shades?  Someone
        finally step on 'em?

                     GLENN
             (touches his head)
        I don't know...

Foley notices the blood on Glenn's shirt.

                     FOLEY
        Whose blood you got all over you?

                     GLENN
        These guys, man, they're crazy.
             (looks off)
        Shit.

Foley follows his gaze, sees Maurice coming this way, White Boy
Bob beside him, carrying his shirts.

                     FOLEY
        Is that Snoopy?  In the purple doo
        rag?

                     BUDDY
        What's he do now, tell fortunes?

Maurice stands at the edge of the ring apron, looks from Foley
to Buddy and back again, pretty serious about it.

                     WHITE BOY BOB
        We have a problem here?

                     MAURICE
             (walking over)
        Jack Foley, famous bank robber.

                     FOLEY
        Snoopy Miller, famous fight thrower.

                     MAURICE
        It seems to me I been reading about
        you in the newspaper.  Busted out of
        some joint in Florida, huh?

                     FOLEY
        Low class of people there, Snoop.

                     WHITE BOY BOB
        You call him that again I'll put your
        head through the wall.

                     BUDDY
        What?  You mean Snoop?

                     MAURICE
        Nobody calls me Snoop no more or Snoopy,
        is what White Boy's trying to say.
        He's a little crude, you understand.
        No, I left that Snoopy shit behind me.

                     BUDDY
        But you call this bozo White Boy?

                     GLENN
        White Boy Bob.
             (baiting)
        White Boy used to be a fighter.

                     BUDDY
        What's he do now outside of shoot his
        mouth off?

White Boy Bob stares down Buddy who couldn't give a shit.

                     FOLEY
        Like being back in the yard, huh?

                     MAURICE
        Just like it.  Nobody backing down.
        You back down, you pussy.  Tell me what
        you and Buddy doing up here in the
        cold?

                     FOLEY
        Glenn didn't tell you?

                     GLENN
        I thought you guys were busted.

                     FOLEY
        Why?  Just because you left us standing
        on the side of the road?

Foley looks at Glenn.  Glenn shrugs, laughs nervously.  Foley
smiles, laughs with him, maybe a little too hard.  Now Maurice
starts laughing.  Buddy, too.  White Boy's lost, looking from
one guy to the next as Foley gets up, faces Maurice, his smile
going away as he says...

                     FOLEY (CONT'D)
        Look, Snoop, I don't know what Glenn
        promised you or what you think you're
        gonna get, but the deal is me and Buddy
        get half of whatever we take from
        Ripley, understand?  How you and Glenn
        cut up the rest is up to you.

                     MAURICE
        Let's go outside and talk.

                     FOLEY
        What's the matter with right here?
        It's nice and warm.

                     MAURICE
        Warm?  Man, it's ninety-five degrees
        in here, sometimes a hundred -- the
        way Emanuel always kep' it so his boys'd
        sweat, get lean and mean like Tommy
        Hearns.  No, I ain't talking any
        business in here.  To me this is holy
        ground, man.  You understand?  I got
        to be someplace anyway.  Y'all want to
        talk, come to the fights tomorrow night,
        we'll sit down and look at it good.
        The State Theater.

Foley nods then looks at Glenn as Buddy gets up.

                     FOLEY
        We'll see you tomorrow then.

Maurice then watches as they walk out.

                     MAURICE
        White Boy, how much is the reward on
        the man again?

                     WHITE BOY BOB
        Ten gees.

                     MAURICE
        Uh-huh.
             (then)
        You recall, did it say dead or alive?

EXT. CRIME SCENE - NIGHT

The same decrepit two-storey place Maurice et al hit earlier.
Now it's a CRIME SCENE.  A SMALL CROWD of neighbourhood gawkers
stand just behind the yellow tape.  A HUGE SPOTLIGHT lights up
the front yard.

Karen pulls up in her rental car, gets out and badges the visibly-
freezing COP at the tape, working crowd control.

                     KAREN
        I'm looking for Ray Cruz.

                     COP
        He's inside.
             (pissed)
        With everybody else.

Karen ducks under the tape and starts up the walk.  She pauses
to watch as two CORONER'S ASSISTANTS cover with a sheet a DEAD
BLACK WOMAN who lies just below a broken upstairs window.

INT. HOUSE - SAME

Hell.  Karen has to step over a body minus a face that lies in
the doorway.  Straight ahead on the stairs is another body, A
MAN ON HIS BACK, head down the stairs, shotgun blast to the
chest.  He wears a dress, now bunched up around his waist.

Congealed blood runs down the stairs.  COPS and CRIME SCENE
TECHS are everywhere.  Karen looks at the guy on the stairs.

                     VOICE
        Called themselves the Youngboys.

Karen looks over as RAYMOND CRUZ, a stocky, genial-looking
detective comes out of the kitchen.

                     CRUZ
        Ironic, isn't it?

                     KAREN
        How are you, Raymond?

                     CRUZ
        Freezing.  But I'm getting warmer.

He kisses her on the cheek.  She indicates the body by the door.

                     KAREN
        Quite a mess.

                     CRUZ
        Yeah.  And I thought everyone liked
        Eddie.

                     KAREN
        Who?

                     CRUZ
        Dude in the dress is Eddie Solomon,
        used to buy scag off a corner till he
        kicked it and found his happiness with
        crack and then started dealing himself.
        Word on the street was he was saving
        up for an operation.

                     KAREN
        What is it with crack and transsexuals?

                     CRUZ
        Yeah, Eddie was a real character.  Had
        these girls cooked the rocks he called
        the Rockettes.

                     KAREN
        Yeah.  I saw one of 'em outside.

                     CRUZ
        Yonelle.  Looks like someone raped
        her, shot her, then threw her out the
        window.
             (shakes his head)
        Fuckin' animals.

This shuts them both up.  Cruz indicates the door.

                     CRUZ (CONT'D)
        Let's get some air.

She starts to follow him out, pauses as she sees something on
the ground...

A BROKEN PAIR OF SUNGLASSES

Wrap-around... a lot like the ones she remembers Glenn wearing.
Karen stares at them a moment, then walks out.

EXT. CRIME SCENE - NIGHT

As Cruz and Karen walk to his car, STROBES FLASH as press
photographers struggle to shoot the crime scene.

                     CRUZ
        Other than we had so much fun the last
        time we worked together.  You gonna
        tell me why you're comin' to me instead
        of the FBI?

                     KAREN
        I report to the FBI, first thing they're
        gonna do is ask me to go get some
        coffee.

                     CRUZ
        You know, I'm not in homicide any more.

                     KAREN
        No, I didn't know that.

                     CRUZ
        Yeah, I'm crimes against persons and
        property now, also sex crimes and child
        abuse.

                     KAREN
        Detroit, you must be pretty busy.

                     CRUZ
        Yeah, and, as you can see, home invasions
        are big, too.

                     KAREN
        Listen, Raymond, a year ago, DEA had
        this guy Glenn Michaels on possession
        with intent but couldn't make it stick.
        In his statement, Glenn said he went
        up to Detroit to visit a friend and
        look into job opportunities -- if you
        can believe that.

                     CRUZ
        Who was the friend?

                     KAREN
        Guy named Maurice Miller, also known
        as Snoopy, a former prizefighter.

                     CRUZ
        Christ, I know Snoopy Miller.  He's a
        fuckin' wackjob thinks he's Sugar Ray
        Leonard.  Hangs out with a couple other
        Grade-A nutcases over on the West side.

                     KAREN
        I'll need a last known address.

                     CRUZ
        That's fine, but I don't want you to
        talk to Miller alone.

                     KAREN
        Come on, Raymond, I'm a federal officer,
        I'm armed.

He turns and looks at her.

                     CRUZ
        Yes, you are.  I'll call you tomorrow
        with the address.

As he gets into his car, we then:

CUT TO: A NEWSPAPER

The crime scene from the night before.  A shot of Karen and Ray
Cruz as they exit the house.  A headline reads "TRIPLE MURDER"
blah-blah-blah...

                     BUDDY (PHONE)
        You have the paper?

REVEAL: FOLEY'S HOTEL ROOM - DAY

Foley, wearing a suit now, no shoes, no tie, looks at the
newspaper photograph of Karen.

                     FOLEY
        It's a terrific shot of her.

INT. BUDDY'S ROOM - SAME

Buddy looking at the same shot...

                     BUDDY
        Outside of that.

INTERCUTTING FOLEY & BUDDY

                     FOLEY
        Doesn't say what she's doing up here,
        but I don't think it has anything to
        do with us.

                     BUDDY
        She came up here on her vacation, 'cause
        she likes shitty weather.

Foley reaches in one of the bags from the Jewish Recycling Center
and pulls out a tie.

                     FOLEY
        I think she's after Glenn.  The girl
        still with you?

                     BUDDY
        They don't stay the night, Jack, 'less
        you pay for it.

                     FOLEY
        You tell your sister about it?

                     BUDDY
        Just hung up.

                     FOLEY
        How long you talk to her?

                     BUDDY
        Two hours.

                     FOLEY
        How long were you with the girl?

                     BUDDY
        Forty-five minutes.

                     FOLEY
        You didn't tell your sister about
        Ripley, did you?  'Cause I don't wanna
        go through that again.

                     BUDDY
        Forget about my sister.  If Karen
        Sisco's tailing Glenn, we're fucked.
        Tomorrow night at the fights we all
        get picked up.

                     FOLEY
        Let's drive by where we're meeting and
        have a look.  Maybe take a look at
        Ripley's place while we're at it.

Foley hangs up.  He faces the mirror, starts to tie his tie.

                     RIPLEY (V.O.)
        I guess next time I see you, you'll be
        wearing a suit and tie...

INT. RIPLEY'S CELL - DAY

Foley leans in the doorway watching as Ripley, dressed in a
jogging suit, and under the watchful eye of A GUARD, gathers up
his belongings.  He's going home.

                     FOLEY
        I still haven't made up my mind yet.

                     RIPLEY
        What's to think about?

                     FOLEY
        You goin' right back to work?

                     RIPLEY
        First, I'm goin' to Israel for a year,
        study the Talmud, work on a Kibbutz...
        then come back, maybe take some tennis
        lessons.

He tears a picture off the wall...

                     RIPLEY (CONT'D)
        Here...
             (hands it to Foley)
        Something to remember me by.

Foley stares at the photograph of sea life.

                     RIPLEY (CONT'D)
        It's not the real thing, but it's still
        nice to look at.

Foley looks at Ripley, who extends his hand.

                     RIPLEY (CONT'D)
        See you on the outside, Jack.

INT. FOLEY'S HOTEL ROOM - DAY

Foley finishes tying his tie, stares into the mirror, takes in
the overall effect.

                     FOLEY
             (smiles)
        Hi!  I just broke outta jail!

His smile fades, he then sits down heavily on the bed, looks at
the picture of Karen another moment, then sets the paper aside,
grabs the Yellow Pages, flips to HOTELS, and dials the phone...

                     VOICE (PHONE)
        Atheneum Hotel.

                     FOLEY
        Karen Sisco, please.

                     VOICE
             (pause, then)
        I'm sorry, but there's no one by that
        name registered.

                     FOLEY
        Thank you.

He dials the next number...

                     VOICE
        Best Western...

EXT. MAURICE "SNOOPY" MILLER'S HOUSE - DAY

Red brick, showing its age.  Karen rings the doorbell and then
waits with her hands shoved into the pockets of her dark, navy
coat.  The door opens to reveal Moselle in her green silk robe
holding her arms close against the cold.

                     KAREN
        Moselle Miller?

                     MOSELLE
        What do you want?

                     KAREN
        I'm looking for Maurice.

                     MOSELLE
        You find him, tell him the dog got run
        over and I'm out of grocery money.

                     MALE VOICE
        Moselle.  Who you talking to?

                     MOSELLE
        Lady looking for Maurice.

                     MALE VOICE
        What's she want?

                     MOSELLE
        Hasn't said.

                     KAREN
        That's not Maurice?

                     MOSELLE
        That's Kenneth, my brother.  He's
        talking on the phone.

                     MALE VOICE
        Ask what she want with him?

                     MOSELLE
        You ask her.  Maurice's business is
        none of my business.

Sounding tired or bored.  She turns from the door and walks
into the living room.  Karen steps inside, pushes the door
closed and steps into the foyer.

                     MALE VOICE
        How do I know?

Karen peers into a study, a small room with empty bookcases and
sees Kenneth in his backward red baseball cap as he talks on
the phone...

                     KENNETH
        The State, huh.  Who's fighting?

Karen walks into the living room, where Moselle sits on the sofa
lighting a cigarette.

                     MOSELLE
        You like to sit down?

                     KAREN
        Thanks.

Karen takes a chair and looks around the room: dismal, gray
daylight in the windows, dark wood and white stucco, the
fireplace full of trash, plastic cups, wrappers, a pizza box.

                     KAREN (CONT'D)
        I'm looking for a friend of mine I think
        Maurice knows.

                     MOSELLE
        You not with probation, one of those?

                     KAREN
        No.

                     MOSELLE
        You a lawyer?

                     KAREN
             (smiles)
        No, I'm not.  Maybe you know him.
        Glenn Michaels?

Moselle draws on her cigarette, blows out a stream of smoke.

                     MOSELLE
        Glenn?  No, I don't know any Glenn.

                     KAREN
        He said he stayed here last November.

                     MOSELLE
        Here?  In this house?

                     KAREN
        He said he stayed with Maurice.

                     MOSELLE
        Well, he ain't even here that much.  I
        like to know where he goes, but at the
        same time I don't want to know, you
        understand?

                     KAREN
             (beat)
        Your dog was killed?

                     MOSELLE
        Got run over by a car.

                     KAREN
        What did you call it?

Moselle looks at the couch, where a MANGLED FRISBEE sits.

                     MOSELLE
        Was a she, name Tuffy.

                     KAREN
             (nods, then)
        Where do you think I might find Maurice?

                     MOSELLE
        I don't know -- the gym, the fights.
        I know he don't miss the fights.  Having
        some tomorrow night at the State
        Theater.  He use to take me.

                     KAREN
        The State Theater?

                     VOICE
        What you want with Maurice?

Karen turns, sees Kenneth standing in the arched entrance from
the foyer.

                     MOSELLE
        She looking for a man name of Glenn.

                     KENNETH
        Did I ask you?  Go on out of here.  Do
        something with yourself.

He waits until Moselle gets up, not saying a word, walks away
from them through the dining room.  Karen watches him come toward
her now in kind of an easy strut.  She indicates the scar over
his eye...

                     KAREN
        You're a fighter?

                     KENNETH
        How you know that?

                     KAREN
        I can tell.

                     KENNETH
        I was...

He moves his head in what might be a feint.

                     KENNETH (CONT'D)
        Till I got my retina detached two time.

He's standing so close to her, Karen has to look up at him.

                     KAREN
        What'd you fight, middleweight?

                     KENNETH
        Light to super-middleweight, as my
        body developed.  You go about what,
        bantam?

                     KAREN
        Flyweight.

                     KENNETH
        You know your divisions.  You like the
        fights?  Like the rough stuff?  Yeah,
        I bet you do.
             (moves closer)
        Like to get down and tussle a little
        bit?  Like me and Tuffy, before she
        got run over, we use to get down on
        the floor and tussle.  I say to her,
        "You a good dog, Tuffy, here's a treat
        for you."  And I give Tuffy what every
        dog love best.  You know what that is?
        A bone.
             (real close)
        I can give you a bone, too, girl.

                     KAREN
        You're not my type.

                     KENNETH
        Don't matter.  I let the monster out,
        you gonna do what it wants.

                     KAREN
        Just a minute.

Her hand goes into her bag next to the chair.

                     KENNETH
        Bring your own rubbers with you?

Her hand comes out of the bag holding what looks like the grip
on a golf club.  Kenneth grins at her...

                     KENNETHN (CONT'D)
        What else you have in there, mace?
        Have a whistle, different kinds of
        female-protection shit?

Karen pushes out of the chair to stand with him face-to-face.

                     KAREN
        I have to go, Kenneth.

She gives him a friendly poke with the black vinyl baton that's
like a golf club grip.

                     KAREN (CONT'D)
        Maybe we'll see each other again, okay?

She steps aside and brushes past him.  He grabs her left wrist...

                     KENNETH
        We gonna tussle first.

Karen flicks the baton and sixteen inches of chrome steel shoots
out of the grip.  She pulls an arm's length away from him and
chops the rigid shaft at his head, Kenneth hunching, ducking
away...

                     KENNETH (CONT'D)
        God damn...

He lets go of her and Karen gets the room she needs, so that
when he comes at her, she whips the shaft across the side of
his head and he howls, stops dead, presses a hand over his ear.

                     KENNETH (CONT'D)
        What's wrong with you?

                     KAREN
        You wanted to tussle, we tussled.

And she walks out.  She sees Moselle standing there in the foyer.
Karen looks at her a moment, puts the baton in her purse and
comes out with a business card.

                     KAREN (CONT'D)
        I wrote my hotel number on there -- in
        case you run into Glenn.

Moselle slips the card into the pocket of her robe.  Karen smiles
at her and walks out the door.

EXT. RICHARD RIPLEY'S HOUSE - DAY

It's snowing pretty hard when Foley and Buddy pull up out front.

INT. BUDDY'S CAR - SAME

Buddy wipes the condensation off his window, so they can see
the house.

                     BUDDY
        Now that's a really big house.

                     FOLEY
        Jesus, look at that wall.  Place almost
        looks like a prison.

                     BUDDY
        No doubt the man's got some big-ass
        security system.

                     FOLEY
        Time comes, we knock on the door.  See
        if he wants to talk about old times.
        Go in the easy way.

                     BUDDY
        Yeah?  You think he'll let us in, we
        got Snoopy and the muscle-bound asshole
        with us?

                     FOLEY
        Who says anybody's gonna be with us?
        I say we go to the fights tomorrow,
        find out what the Snoop's big plan is,
        then go in ahead of those guys --
        alone.

                     BUDDY
        Let Glenn deal with the Snoop, while
        we're off livin' the good life.

                     FOLEY
        Tell me something, Buddy.  You know
        anyone who's actually done one last
        big score and gone to live the good
        life?  Cause it occurred to me that
        everyone talks about doing it, but I
        don't know anyone who's actually gone
        and done it.  Do you?

                     BUDDY
             (beat)
        What about that D.B. Cooper guy?

Foley looks at him.

                     BUDDY (CONT'D)
        I mean, they don't know for sure he's
        dead.
             (then)
        Look, there's always a chance we'll
        walk out've there with nothing.  I say
        let fate decide.

                     FOLEY
        Let fate decide?  What're you, the
        fuckin' Dali Lama now?

                     BUDDY
        My sister believes in fate, but not
        hell.  That's why she stopped praying
        for the lost souls since you don't
        hear that much about purgatory anymore.
        But every day she asks her boss to
        pray I don't fuck up.  Whatta you think,
        you think there's a hell, Jack?

                     FOLEY
        Yeah, it's called Glades Correctional
        Institution and I'm sure as shit not
        going back there or any place like it.

                     BUDDY
        You might not have a choice.

Foley looks at him.

                     BUDDY (CONT'D)
        They put a gun on you, you'll go back.

                     FOLEY
        They put a gun on you, you still have
        a choice, don't you?

Foley turns back to the house.  And now we hear...

                     MR. HEARN (VO)
        I think you're gonna fit right in...

INT. RIPLEY ENTERPRISES PERSONNEL OFFICE - DAY

The personnel guy, MR. HEARN, sits behind his desk, squeezing a
grip exerciser and smiling warmly at Foley, who wears a shitty
suit and tie.

                     MR. HEARN
        Now Mr Ripley and I have had a long
        discussion about your role in the
        company and it was his feeling that
        you would be happiest working down
        here in Miami.  How's that sound to
        you?

                     FOLEY
        Great.

Mr. Hearn pauses, looks down at Foley...

                     MR. HEARN
        You're about a 42 long, right?

                     FOLEY
        What?

But Mr. Hearn walks out without answering.  Foley looks at the
desktop, where a spoon sticks out of a half-eaten fruit-on-the-
bottom yogurt, which in turn sits beside a half-eaten Powerbar.

Foley shakes his head, takes out his zippo, starts to play with
it.

                     MR. HEARN
        Okay.  Let's see how she fits.

Foley turns as Mr. Hearn bounces back into the room with what
looks like a UNIFORM draped over one arm.

                     FOLEY
        What is this?

                     MR. HEARN
        Your uniform.

                     FOLEY
        My what?

Mr. Hearn shows him the yellow patch that reads SECURITY on one
arm.  Foley smiles... amused... angry... hurt...

                     FOLEY (CONT'D)
        Are you kidding me?

RICHARD RIPLEY'S OFFICE

View.  Wet bar.  Huge fucking aquarium.

                     RECEPTIONIST (OS)
        Sir, you can't go in there...

Ripley looks up from his desk as Foley steps in, the receptionist
right behind him now.

                     RIPLEY
        Jack?  Whoa-- what's the problem?
        Take it easy, let's talk...

Meanwhile, Ripley pushes a PANIC BUTTON beneath his desk...

                     FOLEY
        A security guard?  Are you fucking
        kidding me?

Ripley considers Foley a moment, then...

                     RIPLEY
        You know, I wasn't sure you'd show up.
        But I was pretty sure that, if you
        did, you'd throw the job in my face.
             (then)
        Understand something, Jack.  Up to
        this point, everything you've done
        with your life means absolutely nothing
        in the real world.  Less than nothing.

Foley says nothing.

                     RIPLEY (CONT'D)
        You're a bank robber.  This is not a
        marketable skill.  There are no old
        bank robbers out in the world living
        on pensions.  You know this.  That's
        why you're here right now.
        
Still Foley says nothing.

                     RIPLEY (CONT'D)
        Today, I'm offering you a lousy job at
        a lousy wage.  You think you're better
        than that?  Fine.  Show me.  Show me
        that you're really willing to change
        and we'll talk about something better.
        A lot better.  But first, Jack, you
        gotta earn it.

                     FOLEY
        How, Dick?  The way you earned it?  By
        marrying some rich broad owns the
        company, selling it off a piece at a
        time, then divorcing her?  What is
        this Knute Rockne, pull yourself up by
        the bootstraps bullshit?  Back in
        prison, guy like you, place like that,
        you were ice cream for freaks.  You
        were a goddamn dumpling.  Maurice and
        a dozen other guys coulda bled you
        till you had nothing.  Till you were
        nothing.  I saved your ass.  So you'll
        pardon me if I don't wanna sit on a
        fuckin stool all day saying "sign in
        here please" or "hey, pal, you can't
        park there."  Okay, Dick?  I can't do
        it.

                     RIPLEY
        Jack, I'm disappointed.  I guess I
        misjudged you.

Two massive SECURITY GUARDS appear in the doorway...

                     FOLEY
        Hey, what job he promise you guys?

                     GUARD
        There's two ways we can do this.

                     FOLEY
        Yeah?  What are they?

                     RIPLEY
        Gentlemen.  I think we've calmed down
        now.  Haven't we, Jack?

                     FOLEY
        Oh, yeah, I'm calm.  In fact, I'm totally
        "relaxed..."

And with that he picks up a paperweight (A LEAD FISH) and wings
it at the aquarium, shattering the glass.

EXT. RIPLEY'S BUILDING - FLORIDA - DAY

As Foley is physically thrown out of the building by the two
guards.  He picks himself up.  He kicks at the guards, who wave
him off, go back inside.

Foley then starts down the steps, pauses as he sees...

THE BANK ACROSS THE STREET

The one from the opening.  Foley looks at it a moment, then
calmly starts to take off his tie, drops it in the gutter as he
starts across the street...

                                                    CUT TO:

INT. BUDDY'S CAR - DAY

As Buddy pulls away from the house, Foley pulls out the clipping of
Karen he tore out of the morning paper.  He's written the name 
"WESTIN" on it.

                     FOLEY
        Listen, I gotta get some better shoes,
        few other things before tomorrow.  Why
        don't you drop me off at the Ren Cen,
        we'll hook up later?

                     BUDDY
        Yeah, and I better call my sister.

CUT TO: THE SNOWSTORM

It's really coming down.  We then PULL BACK TO REVEAL we're
looking out of a window inside the cocktail lounge at the top of
the Westin.

A table of three young EXECUTIVE-LOOKING GUYS in suits are
laughing at something until Karen is ushered by a WAITRESS to
an adjacent table.

                     KAREN
        Jack Daniel's, please, water on the
        side.

She turns, sees her reflection in the glass against the overcast
sky, snow swirling, blowing in gusts, seven hundred feet above
the city, down there somewhere.

                     EXECUTIVE GUY'S VOICE
        Celeste, do us again, please, and put
        the lady's drink on our bill.

She turns to see them raising snifter glasses to her, smiling,
pleasant-looking guys in dark suits.

                     KAREN
        Thanks anyway.

                     WAITRESS
             (drifting over)
        They want to buy you a drink.

                     KAREN
        I get that.  Tell them I'd rather pay
        for my own.

She then watches the three guys looking at the waitress
delivering the message.  Then they look at Karen.  She gives
them a shrug, turns to watch the snow.  Her drink arrives.  She
takes a sip, looks up as one of the guys comes over...

                     EXECUTIVE GUY
        Excuse me.  My associates and I made a
        bet on what you do for a living.

She glances at the table, the other two watching.

                     EXECUTIVE GUY (CONT'D)
        And I won.  Hi, I'm Philip.

                     KAREN
        If it's okay with you, Philip, I'd
        like to just have a quiet drink and
        leave.  Okay?

                     PHILIP
        Don't you want to know what I guessed?
        How I know what you do for a living?

                     KAREN
        Tell you the truth, I'm not even mildly
        curious.  Really, I don't want to be
        rude, Philip, I'd just like to be left
        alone.

She turns back to the snowstorm.  She sees his reflection turn
and leave.  A moment later, the next one appears at the table.

                     EXECUTIVE GUY #2
        I think I know why you're depressed --
        if I may offer an observation.

She just looks at him.  So sure of himself.

                     EXECUTIVE GUY #2 (CONT'D)
        I have a hunch you're the new sales
        rep and your customer isn't exactly
        knocked out by the idea of a young
        lady, even one as stunning as you,
        handling the account.  Am I close?
        Hi, I'm Andy.

She says nothing to him.

                     ANDY
        We're ad guys.  We flew in from New
        York this morning to pitch Hiram Walker
        Distillery, present this test-market
        campaign for their new margarita mix.
        What we do, we show this guy who looks
        like a Mexican bandido, you know, with
        the big Chihuahua hat, the bullet belts--

                     KAREN
        Andy?  Really.  Who gives a shit?

He gives her a sympathetic expression.

                     ANDY
        Want to tell me what happened?

                     KAREN
        Beat it, will you?

She stares at the guy until he turns away.  She sips her drink,
stares once more out at the blizzard.  After a few moments,
another dark suit appears, reflected in the window.

                     VOICE
        Can I buy you a drink?

Boom.  Not one of the executive guys.  She stares at the
reflection for a moment, then slowly turns, looks up at JACK
FOLEY now standing there in his new navy blue suit.

                     KAREN
             (beat)
        Yeah, I'd love one.
             (then)
        Would you like to sit down?

He pulls the chair out, looking at her.  The three guys at the
other table now staring as he sits down.  Foley offers his
hand...

                     FOLEY
        I'm Gary.

She hesitates, then shakes his hand...

                     KAREN
        I'm Celeste.

She smiles with him.  When she lowers her hand to the table,
his hand comes down to cover hers.  She watches his expression
as she brings her hand out slowly, his eyes not leaving hers,
and lays her hand on his.  The tips of her fingers brush his
knuckles, lightly back and forth.

                     KAREN (CONT'D)
        It takes hours to get a drink around
        here.  There's only one waitress.

                     FOLEY
        I can go to the bar.

                     KAREN
        Don't leave me.

                     FOLEY
        Those guys bother you?

                     KAREN
        No, they're all right.  I meant, you
        just got here.

She picks up her drink and places it in front of him.

                     KAREN (CONT'D)
        Help yourself.

She watches him take a sip, smack his lips.

                     FOLEY
        You like bourbon?

                     KAREN
        Love it.

                     FOLEY
             (passes the glass
              back)
        Well, we got that out of the way.
             (then)
        Tell me, Celeste.  What do you do for
        a living?

                     KAREN
        I'm a sales rep.  I came here to call
        on a customer and they gave me a hard
        time because I'm a girl.

                     FOLEY
        Is that how you think of yourself?

                     KAREN
        What, as a sales rep?

                     FOLEY
        A girl.

                     KAREN
        I don't have a problem with it.

                     FOLEY
        I like your hair.  And that suit.

                     KAREN
        I had one just like it -- well, it was
        the same idea, but I had to get rid of
        it.

                     FOLEY
        You did?

                     KAREN
        It smelled.

                     FOLEY
        Having it cleaned didn't help, huh?

                     KAREN
        No.
             (then)
        What do you do for a living, Gary?

                     FOLEY
             (beat)
        How far do we go with this?

This stops her, throws her off balance.

                     KAREN
        Not yet.  Don't say anything yet.  Okay?

                     FOLEY
        I don't think it works if we're somebody
        else.  You know what I mean?  Gary and
        Celeste, Jesus, what do they know about
        anything?

                     KAREN
        It's your game.  I've never played
        this before.

                     FOLEY
        It's not a game.  Something you play.

                     KAREN
        Well, does it make sense to you?

                     FOLEY
        It doesn't have to, it's something
        that happens.  It's like seeing a person
        you never saw before -- you could be
        passing on the street -- you look at
        each other and for a few seconds,
        there's a kind of recognition.  Like
        you both know something.  But then the
        next moment the person's gone, and
        it's too late to do anything about it,
        but you remember it because it was
        right there and you let it go, and you
        think, "What if I had stopped and said
        something?"  It might happen only a
        few times in your life.

                     KAREN
        Or once.

They look at each other a moment, then...

                     FOLEY
        Why don't we get out of here.

They both get up.  The ad guys at the table watch as she follows
Foley to the elevator.  Karen winks at them.

INT. ELEVATOR - NIGHT

As they ride down to Karen's room.  She looks at him, looks
away.  The doors open and they exit.

INT. HER HOTEL SUITE

As he follows her in.  She walks to the bar, fixes them each a
drink.  He checks out the room, takes in her view.

                     KAREN
        How'd you find me?

He comes over to her, takes out the newspaper clipping with her
picture and shows it to her.

                     KAREN (CONT'D)
        Oh, God...

                     FOLEY
        I called your room from downstairs.

                     KAREN
        If I had answered, what were you gonna
        say?

                     FOLEY
        Well, I'd say who I was and do you
        remember me and ask if you'd like to
        meet for a drink.

                     KAREN
        If I remembered you.  I came looking
        for you.  I would've said sure, let's
        do it.  But for all you knew I could
        show up with a SWAT team.  Why would
        you trust me?

                     FOLEY
        It would be worth the risk.

She looks at him, touches his face with her hand...

                     KAREN
        You like taking risks.

                     FOLEY
        So do you.

He kisses her now, puts his arms around her.

                     KAREN
        What's the hurry, Jack?  You have to
        be somewhere?

She hands him his drink.  They both drink, then...

                     KAREN (CONT'D)
        Sooner or later...

She stops and he looks at her over the rim of her glass.

                     KAREN (CONT'D)
        You really wear that suit.

                     FOLEY
        That's not what you were about to say.

She shrugs, lets it go.  He puts down his drink, kisses her.
She lets him, then moves to the couch.

                     KAREN
        Remember how talkative you were?  In
        the trunk?  Adele said you do that
        when you're nervous.

                     FOLEY
        She did, huh.

                     KAREN
        You kept touching me, feeling my thigh.

                     FOLEY
        Yeah, but in a nice way.

He sits down and they kiss again.  This time she peels his jacket
off.  He does the same with hers.  He's starting to unbutton
her blouse when--

                     FOLEY (CONT'D)
             (unbuttoning)
        I might've smelled like a sewer, but
        you could tell I was a gentleman.
        They say John Dillinger was a pretty
        nice guy.

                     KAREN
        He killed a police officer.

He stops.  Looks at her.

                     FOLEY
        I hear he didn't mean to.  The cop
        fell as Dillinger was aiming at his
        leg and got him through the heart.

                     KAREN
        You believe that?

                     FOLEY
        Why not?

She looks at him, decides to get off this subject.  Anyway he's
finished unbuttoning her blouse and is now putting his hands
inside her shirt.  She closes her eyes.

                     KAREN
        You know that Sig .380 you took was my
        favourite.  My father gave it to me.

As he kisses her on the neck.

                     KAREN (CONT'D)
        What were you gonna do with me?

                     FOLEY
        I don't know.  I hadn't worked that
        part out yet.  All I knew was that I
        liked you, and I didn't want to leave
        you there, never see you again.

                     KAREN
        You waved to me in the elevator.

She's loosening his tie, unbuttoning his shirt.

                     FOLEY
        I wasn't sure you caught that.

                     KAREN
        I couldn't believe it.  I was thinking
        of you by then, a lot, wondering what
        it would be like if we did meet.  Like
        if we could take a time-out...

                     FOLEY
        Really?  I was thinking the same thing.
        If we could call time and get together
        for a while.

They look at each other a moment.

                     FOLEY (CONT'D)
        You know I saw you on the street.

                     KAREN
        Where?

                     FOLEY
        Outside Adele's.

He starts to kiss her again, but--

                     KAREN
        You were going to see her?

                     FOLEY
        To warn her about Chino.

                     KAREN
        So she did help you?

                     FOLEY
        I don't think we should get into that.

                     KAREN
        No, you're right.  Or Buddy.  I won't
        ask if he's with you or what you're
        doing here in Detroit.  Or if you've
        run into Glenn Michaels yet.

                     FOLEY
        Don't talk like that, okay?  You scare
        me.

And he moves to kiss her, but she stands up, holds out her hand.

                     KAREN
        Come on.

He gets up and she leads him across the room...

INT. BEDROOM - SAME

Jack sits on the bed to take off his shoes, stands up to
take off his pants.

                     KAREN
        Are you gonna leave your tie on?

He looks at her, down to her bra and panties, watches as she
gets out of the rest of her clothes and comes over to him,
standing close to help him with the tie...

                     FOLEY
        My God, look at you.

When her clothes are off, she loops the tie around his neck
again and then as she turns off the light...

She kisses him.  He sits down on the bed, drawing her back with
him, the only light now coming from the sitting room.

                     FOLEY (CONT'D)
        You having fun?

She smiles and then they start to make love as we then...

FADE OUT.

CUT TO: KAREN

Eyes open, serious now.

REVEAL

She's lying in Jack's arms.  She looks at him a moment, then
moves away from him to sit up and swing her legs off the bed.

                     FOLEY
        You coming back?

                     KAREN
        I'm just going to the bathroom.

She gets up and crosses the room to the bathroom and closes the
door.  Foley picks up his Zippo off the night table.

INT. BATHROOM - SAME

She comes in.  Looks at herself in the mirror.  Suddenly
feels self-conscious.  She grabs a bathrobe off the door.

INT. BEDROOM - SAME

Foley lies there, fiddling with the Zippo, staring up at the
ceiling.  She comes out again and stands looking down at him.

                     KAREN
        I want you to know something.  I wasn't
        looking for just a fuck, if that's
        what you're thinking.

                     FOLEY
        Why are you mad?

                     KAREN
        Or I did it for some kind of kinky
        thrill.  Score with a bank robber the
        way some women go for rough trade.

                     FOLEY
        What about my motive?  Now I can say I
        fucked a US Marshal.  You think I
        will?

                     KAREN
        I don't know.

He raises the covers, but she just stands there.

                     FOLEY
        I know of a guy he goes in the bank
        holding a bottle he says is
        nitroglycerin.  He scores some cash
        off a teller, he's on his way out when
        he drops the bottle.  It shatters on
        the tile floor, he slips in the stuff,
        cracks his head and they've got him.
        The nitro was canola oil.  I know more
        fucked-up bank robbers than ones that
        know what they're doing.  I doubt one
        in ten can tell a dye pack when he
        sees one.  Most bank robbers are fucking
        morons.  To go to bed with a bank robber
        for kinky thrills, as you say, you'd
        have to be as dumb as they are.  I
        know you're not dumb, so why would I
        think that?  Why would you think I
        might think that?

She comes over and sits down on the bed.

                     KAREN
        You're not dumb.

                     FOLEY
        I don't know about that.  You can't do
        three falls and think you have much of
        a brain.

They lie there for a few moments, Karen watching him.  He senses
this, looks at her...

                     FOLEY (CONT'D)
        You getting serious on me now?

                     KAREN
        I'm trying not to.  I just wanna know
        what's gonna happen.

                     FOLEY
             (beat)
        You know.

And he kisses her.

EXT. DETROIT - DAY

The sun is out.  The snow has stopped falling.  A white blanket
covers everything.

INT. KAREN'S HOTEL ROOM - SAME

Karen opens her eyes, wakes up.  She closes them again, lies
on her side, but doesn't move for a moment.  Then...

                     KAREN
        Oh, for Christ sake, grow up.

She opens her eyes and rolls on to her back.  She turns her head:
Foley's gone.  She gets out of bed.

INT. SITTING ROOM - SAME

Karen comes into the room tying her robe.  She looks at the
coffee table where...

Something wrapped in a napkin lies by the half-empty bottle and
the ice bucket.  She picks it up and slowly unfolds the "gift"
from Foley:  Her Sig-Sauer .38.

INT. FOLEY'S HOTEL ROOM - DAY

Buddy stands at the window looking out as Foley -- in his
underwear -- sits at the table reading the newspaper, a room-
service breakfast, a bottle of Jim Beam close by.

                     BUDDY
        It took you, what, seven hours to buy
        a pair of shoes?

                     FOLEY
        I saw Karen Sisco.

Buddy turns to him.

                     BUDDY
        And she saw you?

                     FOLEY
        Yes, she did.

                     BUDDY
        So how's that work, a wanted felon
        socializing with a U.S. Marshal?

                     FOLEY
        You know how I felt about her.

                     BUDDY
        Did you give her a jump?  If you did I
        might begin to understand where your
        head's at.

                     FOLEY
        It wasn't about getting laid.  I just
        wanted to know what might've happened
        if things were different.

                     BUDDY
        You find out?

                     FOLEY
        Yeah, I did.

Buddy watches Foley pour a shot of Jim Beam in his coffee.

                     BUDDY
        So what's that mean?  That you're
        disappointed by what you found or you're
        sorry you robbed all those banks?

                     FOLEY
        I don't know.

INT. KAREN'S HOTEL ROOM - DAY

Karen sits there staring at a Wild Turkey bottle, a couple of
glasses.  She reaches for the phone, dials.  A moment later, we
hear MARSHALL SISCO'S ANSWERING MACHINE and she hangs up.

INT. STATE THEATER - NIGHT

A ring set up on stage.  Men hang out on the side.  Where movie
seats used to be are rows of round nightclub tables; a row of
them on each of four levels rising a step at a time up through
the theatre to the bar.  Rap music booms out of speakers as
fighters are announced.

Everyone in here is black except for Glenn and White Boy Bob
who sit at a table in the front row while Maurice in a dude
black felt cap set on his head just right and shades walks along
the apron of the stage.

                     MAURICE
        Stick and jab, stick and jab!

White Boy Bob throws down a beer and gives Glenn's shoulder a jab.

                     WHITE BOY BOB
        You drink like a girl.

White Boy looks around to see if there are any other morons
sitting nearby who think it's funny.  Kenneth comes through for
his pal and laughs.

INT. THEATER - SAME

As Karen walks through the bar, pauses as she sees Glenn sitting
with White Boy and Kenneth.  She steps back into the shadows as
Glenn glances anxiously about.

ON GLENN

As he pushes his chair back.

                     GLENN
        I got to go take a piss.

He hesitates, sees the car keys on the table in front of White
Boy Bob.  But before he can grab them...

                     WHITE BOY BOB
        What're you telling us for?  You want
        somebody to hold your little pecker?

Glenn gets up, sees his coat on the back of the chair, but knows
he can't take it with him.  He walks away from the table.

EXT. STATE THEATER - PARKING LOT - SAME TIME

Glenn exits the theater and crosses to the parking lot.
Karen exits right after, watches him get into the Town Car.

INT. TOWN CAR - SAME TIME

Glenn behind the wheel, half lying on his right side as he tries
to rip open the locked glove compartment.  His head jerks around
as Karen opens the door.  He sits up straight as she gets in
with him.

                     KAREN
        Glenn, are you trying to steal this
        car?

                     GLENN
        Jesus, I don't believe it.

                     KAREN
        Another one of those days, huh, nothing
        seems to go right?

He raises his empty hands.

                     GLEN
        I don't have the keys.

                     KAREN
        I see that.

                     GLENN
        I mean I'm not stealing the fucking
        car.

                     KAREN
        You're not?

                     GLENN
        I already stole it.  Last week or
        whenever it was, in West Palm.  I can't
        be stealing it again, can I?

                     KAREN
        The two guys you were with -- that
        one, that isn't Maurice Miller, is it?
        I've seen Snoopy's mug shot and that
        didn't look like him.

                     GLENN
        Jesus.  How'd you know about Snoopy?

Karen looks at him, shakes her head.

                     KAREN
        Glenn, I know your life history, who
        your friends are, where you've been
        and now, it looks like, where you're
        going.  Put your hands on the wheel.

                     GLENN
        You're gonna bust me for picking up a
        car?

                     KAREN
        For the car, for aiding and abetting a
        prison escape, and conspiring to do
        whatever you came here for.

                     GLENN
        Listen, these guys, they're gonna be
        out here any minute looking for me.
        They're fucking animals.

                     KAREN
        What's going on, Glenn?

                     GLENN
        Nothing.  I just wanna get the fuck
        outta here.

                     KAREN
        But I thought the whole thing was your
        idea?

                     GLENN
        Rippin' off Ripley was my idea, but
        these guys, man, they're into shit I
        can't handle.

                     KAREN
        Ripley?  You mean the wall street guy?

                     GLENN
        Yeah, the plan was to pick him up at
        his office tomorrow, take him out to
        his house in Bloomfield Hills.  Now, I
        don't give a shit what they do.

                     KAREN
        And is Foley a part of this?

                     GLENN
        He's supposed to be, but he hasn't
        shown up yet, which is a good thing
        for him.

                     KAREN
        Why's that?

                     GLENN
        Maurice is gonna kill him, try and
        collect the reward.

                     KAREN
             (beat)
        But you say he hasn't shown up, you
        think he backed out?

                     GLENN
        I don't know-- he doesn't exactly
        confide in me.

                     KAREN
        Gee, I wonder why not.

                     GLENN
        I'm freezing my ass off.

                     KAREN
        You want to get out of here, run, it'll
        warm you up.

                     GLENN
        Really?

                     KAREN
        But listen, Glenn.  If you're lying to
        me...

                     GLENN
        I know, you'll find me.  Jesus, I
        believe it.  I keep thinking if you
        hadn't driven me to federal court last
        summer, you wouldn't even know who I
        am.

                     KAREN
        If I didn't know you, Glenn, by tomorrow
        you'd be in jail or dead.  Look at it
        that way.  Go on.

And he takes off.  She sits there another moment, then flicks
her cigarette out the door, gets out the car.

EXT. PARKING LOT - SAME

Karen looks across the street at the theatre, sees people
leaving.  A few seconds later, she steps behind a car and watches
as Buddy and Foley pull into the lot.

INT. THEATER - SAME

Maurice sits with White Boy and Kenneth as Foley and Buddy come
down the aisle to their table.

                     MAURICE
        Where you been?  You miss the big boys,
        come in time for the walkout fights.
        Well, shit, you may as well pull up a
        chair.

Foley and Buddy remain standing.

                     MAURICE (CONT'D)
        Kenneth, this is Mr. Jack Foley and
        this is Mr. Buddy, famous bank robbers.

Foley nods to the raincoat draped over the back of a chair.

                     FOLEY
        Who's sitting here?

                     MAURICE
        Your homie, Glenn.  Only thing, he
        went to the men's about a while ago
        and never came back.

Foley gives Buddy a look.  White Boy Bob grins at them.

                     WHITE BOY BOB
        I think he must've fell in.

                     MAURICE
        I sent these two looking for him, they
        come back shaking their heads.

                     FOLEY
        Well, if he left his coat and he's
        been gone a while.

                     WHITE BOY BOB
        The car's still there.  I looked.

                     MAURICE
             (to the ring)
        Reggie, push off and hit, man.  Push
        him off.

                     FOLEY
        We're leaving.

                     MAURICE
        The fuck you talking about?

                     FOLEY
        Snoop, if you don't know where Glenn
        is...

Maurice takes Foley by the arm, moves him away from the table.

                     MAURICE
        Look, what you worried about Glenn
        for?  What's he know?

                     FOLEY
        I thought everything.

Foley watches the fighters: one of them patient, moving in while
the other one takes wild swings and misses...

                     MAURICE
        Glenn knows everything we suppose to
        do tomorrow.  Glenn could tell somebody
        that, yeah, but it don't mean shit.
        You understand?  'Cause Glenn don't
        know I changed the plan.
             (then)
        It's happening tonight.

Foley looks at Maurice now.

                     MAURICE (CONT'D)
        Soon as we leave here.  Stop home and
        pick up what we need and go do it.

                     FOLEY
             (beat)
        Give me a minute, talk to Buddy.

                     MAURICE
        You got two minutes, that's all.  Make
        up your mind.

                     FOLEY
        I wasn't asking permission.

Foley walks up to the bar with Buddy.

                     FOLEY (CONT'D)
        They want to go tonight, before Glenn
        gets in any trouble, opens his big
        mouth.

                     BUDDY
        Whatta you wanna do?

Foley takes out his lighter, begins playing with it.

                     BUDDY (CONT'D)
        You know they gonna set us up.

                     FOLEY
        I get that feeling, yeah.

                     BUDDY
        But you still think you can get the
        diamonds fore they do?

Foley looks at him a moment, then...

                     FOLEY
        I'll make you a deal.  Get out of here.
        Right now.  I'll do the job with the
        Snoop, meet you wherever you want and
        give you half.

                     BUDDY
        Half for doing what?

                     FOLEY
        Getting me out of Glades for starters.

                     BUDDY
        And who watches your back?

ON MAURICE

As he sits down with White Boy Bob and Kenneth, watches as Buddy
and Foley talk up at the bar.

                     MAURICE
        Man has all that reward on his head
        and still talks like a con in the yard.
        You know what I'm saying?  Like he's a
        man you don't mess with.  Yeah, well,
        what I say to Jack Foley is buuullshit.

EXT. MAURICE'S HOUSE - NIGHT

It's snowing as Maurice, White Boy Bob, Kenneth, Buddy, and
Foley pile into the back of a van, the name of some plumbing
and heating company on the side.

We PULL BACK TO REVEAL that we're watching from inside Karen's
car.  She waits for the van to pull away, then follows.

INT. VAN - NIGHT

Kenneth -- the fucking maniac -- at the wheel.  Buddy and Foley
piled into the back of the van full of plastic pipe and
equipment.  Maurice pulls on a pair of white coveralls.

                     FOLEY
        That what they're wearing these days
        to break and enter?

                     MAURICE
        Break and enter, shit.  Take it and
        git, how it's done.  Don't waste any
        time.  That's how you do it.

                     FOLEY
        So you've done this before, huh?

                     MAURICE
        Shit, yeah.  White Boy even got busted
        for it.
             (then)
        White Boy, tell these boys the reason
        you went down on that burglary that
        time.

                     WHITE BOY BOB
        I left my wallet in the house I robbed.

The guy grins at them.  Foley can't believe it.

                     MAURICE
        Takes the TV, the VCR, some other shit
        and leaves his wallet on the floor.

                     FOLEY
        That's a wonderful story, Snoop.  I'm
        very excited about tonight.

                     MAURICE
        Hey.  You learn from doing.

Foley and Buddy exchange looks.  Maurice turns around, a Beretta
in his hand.  Foley looks at him.  Buddy tenses.

                     MAURICE (CONT'D)
        You know how to use one a these?

                     FOLEY
        I've seen 'em used on TV.

Maurice hands Foley the Beretta.  Then reaches into a bag, comes
up with a .38 he hands to Buddy.

INT. KAREN'S CAR - SAME

As Karen tries to keep up with the van.  But with the snow and
the way Kenneth drives, she starts to lose them.  She speeds up
around a corner and loses control of the car.

EXT. STREET - SAME

As Karen's car does a 360 in the ice and snow.

INT. VAN - NIGHT

Buddy and Foley are jostled about the back from Kenneth's insane
driving.

                     BUDDY
        Slow down.

Kenneth grins in the mirror, punches it more.  Buddy gets out
the .38 and touches it to the back of Kenneth's head.

                     BUDDY (CONT'D)
        Get ready to grab the wheel when I
        shoot this asshole.

Kenneth, his eyes freaked with speed, glares at Buddy in the
mirror.

                     MAURICE
        Do like he says, man.  Slow down.

EXT. KAREN'S CAR - NIGHT

As a pissed-off Karen gets out of her car, watches the van
disappear.

                     KAREN
        Shit --

INT. KAREN'S CAR - SAME

She takes out her cellphone, punches a number, re-orients her
car at the same time.

EXT. RICHARD RIPLEY'S HOUSE - NIGHT

As the van creeps by one way, then the other, then pulls into
the driveway.

INT./EXT.  VAN - RIPLEY'S HOUSE

All five of them in the back end of the van now, bumping into
each other until Maurice lets White Boy out the rear end, leaving
the doors open enough so he can watch.  He then racks the slide
on a .45.

                     MAURICE
        "An army .45 will stop all jive."
        Huey P. said that.

                     BUDDY
        You think he was talking about walking
        into people's houses when he said it?

Maurice looks at Buddy.  Buddy holds his gaze.  Then the coach
lights on either side of the front entrance come on.

                     MAURICE
             (pulls his mask down)
        Get ready to go skiing.

Now the front door opens...

                     MAURICE (CONT'D)
        Here we go.

We catch a glimpse of a WOMAN in the doorway, arms folded over
her bathrobe as White Boy gives her a push and steps inside the
house with her.

Maurice is out of the truck and Kenneth, with a shotgun, is
scrambling to be next.  Buddy catches him by his jacket collar
and holds him squirming until Foley is out.

The minute Kenneth's feet hit the driveway he turns the 12-gauge
on Buddy, still in the truck.  Foley takes the barrel in one
hand and shoves it straight up in Kenneth's face.

                     FOLEY
        Go on in the house before you get hurt.

Kenneth puts his face up close to Foley's and stares at him
good before going inside.  Foley turns to Buddy...

                     FOLEY (CONT'D)
        There's still time, take me up on my
        offer.

                     BUDDY
        I'm not leaving you alone with these
        assholes.

INT. HOUSE - FOYER - SAME

Where Maurice has the woman backed against a table.  She's in
her forties, with thick red hair hanging free.  She looks ready
to take a swing at whoever approaches...

                     WOMAN
        I work here.  I'm the maid.

Kenneth reaches out, opens her robe and we get a flash of flimsy
bra and low-cut panties before she slaps him away.

                     WOMAN/MAID
        Fuck off.

                     KENNETH
        Hey, shit, we're gonna have a party.

                     MAURICE
        Not yet.  Where's Mr. Ripley?

                     MAID
        I told you, he isn't here.

                     MAURICE
        Out for the evening?

                     MAID
        He's in Florida.  Palm Beach.

                     MAURICE
             (beat)
        When's he due back?

                     FOLEY
        Jesus Christ, what difference does it
        make?  You want to wait for him?

                     MAID
        Mr. Ripley's down for the season.
        Christmas to Easter.

                     MAURICE
        You here all by yourself?

                     MAID
             (beat)
        That's right, just me.

Foley catches the hesitation, glances at Buddy.

                     MAURICE
        Where's Ripley's safe at, he keep his
        valuables in.

                     MAID
        I don't have any idea.

                     MAURICE
        Let's go upstairs, have a look at the
        man's bedroom.  All right now, you and
        Mr. Buddy check the rooms down here.
        Look at the wall behind any pictures
        hanging on it.  Look at the walls in
        the closets.  The man has a safe, it's
        gonna be up there somewhere.

                     FOLEY
        How about his place in Florida?  If
        you'd called, we could've checked his
        walls down there before we left.  That
        is, if you'd checked to see where he
        was.  You follow me?

Maurice gives him a look, pulls the maid up the stairs.  Kenneth
and White Boy Bob follow...

                     MAURICE
        You set off any kind of alarm and you're
        a dead Hazel.  Understand?

Kenneth puts his arm around the maid.

                     KENNETH
        What's you name, mama?

He hooks a finger in the waist of her panties, pulls on the
elastic, is about to look in there when Maurice backhands him
across the face.

                     MAURICE
        First money, then pussy.

Alone with Buddy now, Foley rolls his mask up on his head.

                     FOLEY
        You ever wear one of these?

                     BUDDY
        I don't ski.

                     FOLEY
        Stay with the maid.  I'm gonna have a
        look around.

INT. KAREN'S CAR - NIGHT

Karen on the phone... snow falling all around her.

                     RAYMOND CRUZ (PHONE)
        I'll send a unit over there, see if
        there's anything going on.

                     KAREN
        Tell me where Ripley's house is.  I'll
        meet them there.

                     CRUZ (PHONE)
        Karen, you gonna promise me you're not
        gonna go in, do anything stupid till I
        get there...

INT. BEDROOM - SAME TIME

Full of fat, cushy chairs and a sofa, everything white or black,
a wet bar, a big TV, CD player.  Buddy moves into the doorway,
peers inside.

Kenneth is trying to find a radio station while Maurice and
White Boy Bob ransack the place.  White Boy Bob checks under
the mattress...

                     WHITE BOY BOB
        Hey--

Maurice and Kenneth look over expectantly.

                     WHITE BOY BOB (CONT'D)
        I found a rubber.

                     MAURICE
        White Boy, the man's not gonna hide no
        diamonds under the fuckin' mattress.

Maurice looks out the door, sees Buddy in the doorway.

                     MAURICE (CONT'D)
        Where's Foley?

                     BUDDY
        Checkin' the other rooms, like you
        said.

                     MAURICE
             (to White Boy)
        Go keep an eye on him.

White Boy Bob slips out of the room.  Maurice turns to Kenneth,
who's still playing with the stereo.

                     MAURICE (CONT'D)
        Kenneth, fuck the radio, put on a CD.

                     KENNETH
             (looking them over)
        I don't recognize none of these bands.

                     MAURICE
        Just pick one, put it on.

INT. UPSTAIRS HALLWAY - SAME

White Boy Bob watches from the end of the hall as Foley peers
into each of the bedrooms.  Foley sees a back staircase and
starts down.  A moment later White Boy Bob follows.

INT. DOWNSTAIRS HALLWAY - SAME

White Boy Bob comes down the stairs.  No sign of Foley.  White
Boy starts down one hallway, then turns back.  Now he's lost.
He opens a door, starts to walk into a closet, then backs out.
He goes down the hall, turns into...

THE KITCHEN - SAME

Where White Boy Bob enters, calls out tentatively.

                     WHITE BOY BOB
        Uh, Foley?

He takes in the huge room, the massive sub-zero refrigerator.
He moves to the freezer, opens it, takes in the FROZEN STEAKS.

                     WHITE BOY BOB (CONT'D)
        Cool.

INT. HALLWAY (DOWNSTAIRS) - SAME 

As Foley quietly moves to the doorway, peers into the kitchen,
watches White Boy Bob starts going through the freezer, taking
out steaks and stacking them up on the counter.  Foley shakes
his head and moves on.

INT. LIBRARY (DOWNSTAIRS) - SAME

Dark.  As Foley steps into the doorway, we BOOM DOWN to reveal
a LIGHTED AQUARIUM in f.g.  He comes into the room, sits down
in an armchair beside the fish tank.

He leans close to the glass, stares at the fish a moment.  He
sees a door reflected there and turns to look across the room,
sees how the phone cord disappears underneath.

                     FOLEY
        They cut the lines, Richard.

Silence.  The door opens and we see a terrified Richard Ripley
sitting on top of a toilet, the phone in his lap.

                     RIPLEY
        Foley?  That you?

                     FOLEY
        How are you, Richard?

                     RIPLEY
        Jesus Christ, what the hell are you
        doing here?  What's going on?  Who's
        upstairs?

                     FOLEY
        Maurice Miller, couple of his friends.

                     RIPLEY
        Maurice?  From Lompoc?  Good God.

Ripley moves to the doorway.

                     RIPLEY (CONT'D)
        Have they got Midge up there?

                     FOLEY
        What kinda man lets a woman answer the
        door, this time a night?

                     RIPLEY
        We thought it might be her husband.
        Sometimes he comes and checks up on
        her.  She told him I was down in
        Florida.

                     FOLEY
        A minute or two, you're gonna wish you
        were.

Ripley looks at him.  Foley pats the back of a chair.

                     FOLEY (CONT'D)
        Why don't you come on over here, sit
        down, Richard, have a look at your
        fish.

EXT. BLOOMFIELD HILLS - ROAD - SAME

As Karen slowly negotiates her way through the snowstorm.

INT. RIPLEY'S BEDROOM - SAME

The music ON LOUD (Herb Alpert -- Tijuana Taxi).  Buddy stands
in the doorway, watches Maurice, out of his coveralls, as he
takes suits and sport coats from the walk-in closet to look
them over.  He tries on a coat, turns to the maid.

                     MAURICE
        How do I look, mama?

                     MAID
        Like a fag.

Maurice smiles at her, goes back into the closet.  Kenneth stares
at the maid, nodding slowly.

                     KENNETH
        I think she like to tussle with me.
        Get boned a way she gonna remember.

She looks to the doorway, where Buddy now starts to take a step
into the room, when Maurice comes out of the closet...

                     MAURICE (OS)
        Motherfucker!

He sticks his head out of the closet.

                     MAURICE (CONT'D)
        I found the safe.

Buddy backs out of the room.

EXT. RICHARD RIPLEY'S HOUSE - SAME

As Karen drives slowly past the house.  White Boy Bob emerges
with an armload of steaks and sets them on the front steps.

                     MAURICE
        White Boy!  Get your ass up here!

White Boy Bob hurries back into the house.

INT. RIPLEY'S LIBRARY - SAME

Ripley sits on the couch across from Foley.  He keeps looking
up at the ceiling.

                     RIPLEY
        What do you want from me, Jack?  Name
        it.  You want money?

                     FOLEY
        You gonna write me a check?

                     RIPLEY
        We'll go to my bank.  I'll make a
        withdrawal.

Foley just looks at him.  Buddy sticks his head in the room.

                     BUDDY
        They found the safe.

                     FOLEY
        You remember Buddy, don't you, Richard?

                     BUDDY
        Yeah, hi.  Nice house.

                     RIPLEY
        Thank you.

INT. BEDROOM - CLOSET DOORWAY - SAME

White Boy Bob comes in as Kenneth and Maurice are getting ready
to blast the safe with the shotgun and pistol.

                     MAURICE
        We gonna open up this fucker...

Maurice and his boys open fire on the safe.  The maid covers up
as bullets begin ricocheting all over the room.

                     MAURICE (CONT'D)
        Jesus...!

EXT. HOUSE - SAME TIME

Karen sees the muzzle flashes in the upstairs window and quickly
gets out of the car.

INT. STUDY - SAME

As Buddy and Ripley look up.

                     RIPLEY
             (gets up)
        Good God... they're shooting Midge!

                     FOLEY
             (pushes him down)
        Siddown, Dick.  They're trying to open
        the safe, not your maid.

INT. BEDROOM

As Maurice, Kenneth and White Boy Bob get ready to fire again.

                     MAURICE
        A'ight, this time we gotta get the
        motherfuckin' trajectory right...
             (pause)
        Okay, on three:  One... Two...

                     MAID
        The combination is three-ten-forty-four.

They all turn to look at her, guns still pointing at the safe.

                     MAID (CONT'D)
        Richard's birthday.

EXT. HOUSE - SAME

As Karen cautiously makes her way towards the front door.

INT. BEDROOM - SAME

As Maurice finally gets the safe open.  They all anxiously peer
inside.  Maurice narrows his eyes, reaches in, pulls out one of
three toupees.  He stares at it.

                     MAURICE
        ...the fuck is this...

                     WHITE BOY BOB
        Are they dead?

He looks at White Boy Bob...

                     MAURICE
        Go find Foley.  NOW!

INT. RIPLEY'S STUDY - SAME

As Foley leans forward in the chair now...

                     RIPLEY
        I can't believe you're still angry
        with me, Jack, after all this time.

                     FOLEY
        I'm not angry, Richard.
             (staring at the tank)
        In fact, I'm completely relaxed.  Thing
        is, I can't tell if it's the fish
        that're cooling me out or all those
        uncut diamonds on the bottom of the
        tank there.

Ripley sags, closes his eyes.

                     BUDDY
        Damn--

And now Buddy takes a closer look and now we, too, see that
strewn about the bottom of the aquarium are dozens of uncut
diamonds of various sizes.

                     FOLEY
        Dumbfuck Glenn was right, there's about
        five million worth in there, wouldn't
        you say, Richard?

                     RIPLEY
        Five point two.

                     BUDDY
        They look like plain old rocks.

                     FOLEY
        They sure do.

He gets up, looks at Buddy.

                     FOLEY (CONT'D)
        Go get a bag.

Foley turns to Richard as Buddy comes back into the room with a
plastic bag, starts reaching into the tank.

                     FOLEY (CONT'D)
        I were you, I'd get up and run.

                     RIPLEY
        I'm not leaving Midge.

                     FOLEY
        Don't be an asshole, Richard.  They're
        gonna kill you.

                     RIPLEY
        If that's my fate, so be it.  I'm not
        leaving.
             (then)
        I love her, Jack.

Foley looks at Buddy.  Now what?

                     BUDDY
        C'mon.

Foley just looks at Ripley, who doesn't move.

                     FOLEY
        Good luck, Richard.

                     MAURICE (OS)
        Someone down here?

Buddy and Foley slip out the other door, down the hall, just as
Maurice walks in, some of Ripley's clothes over his arm.

                     MAURICE (CONT'D)
        Well, if it isn't the Ripper hisself.

                     RIPLEY
        Are those my suits?

                     MAURICE
        Where you been hiding, Dick?

EXT. HOUSE - SAME

A now-freezing Karen hugs a retaining wall, watches as Foley
and Buddy emerge from the house.

AT THE VAN

As Buddy leans under the dash.  Foley looks up at the house
where we see shadows moving about in the upstairs window, hear
the faint pumping of the music.  We hear the VAN START.

                     BUDDY
        Okay.

Buddy straightens up, looks at Foley.

                     BUDDY (CONT'D)
        Come on.

                     FOLEY
        Shit.

                     BUDDY
        What?

                     FOLEY
        They're gonna rape the maid, aren't
        they.

                     BUDDY
        From the looks of those boys, the
        Ripper too.

                     FOLEY
        And then they'll kill 'em.

                     BUDDY
        At least.

Foley looks at the diamonds in the bag.

                     FOLEY
        We made it, didn't we?

                     BUDDY
        All you gotta do is get in.

Again Foley looks at the diamonds, then...

                     FOLEY
        I'm going back inside.

                     BUDDY
        I'll go with you.

Foley finally hands him the bag with the diamonds in it...

                     FOLEY
        No, you dump the van, meet me at the
        airport.
        I'll take one of Ripley's cars.

                     BUDDY
        Jack --

                     FOLEY
        Listen, Buddy, the shit that's about
        to go down, you'll be on the phone
        with your sister for a month.  Let me
        do this part alone.

Buddy just looks at him.

                     FOLEY (CONT'D)
        I'm saying this isn't your problem.
        Far as I'm concerned, we're square.

Foley turns to go.

                     BUDDY
        Hey...

Buddy hands him his gun.  Foley takes it, stuffs it in the back
of his pants, and then turns back to the house.

                     FOLEY
        Now get outta here.

KAREN

As she watches Foley go back inside.  A moment later, the van
pulls out of the driveway.  Karen makes a decision, starts for
the side of the house...

INT. RIPLEY'S HOUSE - THE FOYER - SAME

Foley enters and we hear the maid scream.  Foley starts up
the stairs.

INT. RIPLEY'S STUDY

Maurice and White Boy Bob both have their guns to Ripley's head.

                     RIPLEY
             (hears the scream)
        Midge.

                     MAURICE
        Forget about her.  Tell me where the
        money's at.

                     RIPLEY
        Foley's got it.

                     MAURICE
        Where the fuck is Foley?

INT. UPSTAIRS HALL - SAME

Foley comes up the stairs, heads for Ripley's bedroom.  The
door is closed now...

                     FOLEY
        Midge?

He steps to one side, is about to reach for the knob when
suddenly the DOOR IS BLASTED OFF ITS HINGES.

INT. KITCHEN (DOWNSTAIRS) - SAME TIME

Karen comes through the door, hears the gunshot, stops cold.

INT. HALLWAY (UPSTAIRS) - SAME

As Foley steps into the doorway and we see Kenneth and the maid
bare, both sitting up in bed, Kenneth racking the shotgun, the
maid turning away from him, gathering the covers that hang off
her side of the bed...

...and coming around to throw them like a net at Kenneth as the
shotgun goes off and the covers catch fire as Foley pumps one
two three shots into Kenneth somewhere under there.

INT. RIPLEY'S STUDY - SAME

As Ripley tries to get away...

                     RIPLEY
        Midge!

Maurice grabs him by the collar, spins him around and whips him
across the face with his gun.  He and White Boy Bob then both
hit Ripley on the head until he goes down and stays down.

                     MAURICE
             (to WBB)
        You take the front stairs, I'll take
        the back.

INT. RIPLEY'S BEDROOM - SAME

As the maid jumps up and drags the burning covers from the bed
and sees Kenneth now, the bullet holes in his chest, staring
blankly back at him.  She then looks at Foley.

                     MAID
             (cold)
        Where's Dick?

                     FOLEY
        Downstairs.
             (then)
        But wait here.  There's two more.

INT. UPSTAIRS HALLWAY - SAME

As Foley starts out of the room and immediately hears...

                     WHITE BOY BOB
        Hold it, asshole!

Foley sees White Boy Bob at the bottom of the stairs.

                     WHITE BOY BOB (CONT'D)
        Drop the gun.

Nowhere to go, Foley has to comply.

                     WHITE BOY BOB (CONT'D)
        Now stay right there.  Don't move.

White Boy Bob starts to jog up the stairs two at a time, all
the while keeping his eyes fixed on Foley.

                     WHITE BOY BOB (CONT'D)
        Maurice!  I got Foley!

INT. RIPLEY'S BACK STAIRCASE - SAME

As Maurice starts up the backstairs...

                     WHITE BOY BOB
        Maurice!  Up here!

...and a moment later, Karen comes out of the kitchen into the
downstairs hallway -- just missing each other.

INT. STAIRCASE - SAME

As White Boy Bob gets maybe half way up when he catches a toe
on one of the risers and pitches forward.  Stupidly, he tries
to break his fall with the elbow of his gun hand and ends up
jamming his chin down onto the muzzle of his gun which,
unfortunately for him, goes off, firing a bullet through his
head and killing him instantly.

To say the least, Foley is stunned by this freak accident.  He
stands there looking at the dead bulk on the stairs.

                     FOLEY
             (finally)
        You learn from doing.

Foley bends down to pick up his gun and we see MAURICE COMING
UP THE BACK STAIRCASE, his gun raised, and now firing away...

Foley is forced to jump back behind a pillar as Maurice keeps
firing at him, shots ricocheting off the pillar, the railing,
the wall...

INT. DOWNSTAIRS HALLWAY - SAME

As Karen hugs the wall at the sound of gunshots, sees Ripley
lying on the floor of the study...

INT. UPSTAIRS HALLWAY - SAME

As we hear CLICK as the breech opens on Maurice's now empty .45
And now Foley steps out from behind the pillar and calmly bends
down, picks up his gun, Maurice still walking forward...

                     MAURICE
        Jack, you don't use a gun, do you?

                     FOLEY
        Not until recently.

                     MAURICE
             (still coming)
        Nervous?

                     FOLEY
        A little.

                     MAURICE
             (getting close)
        This kind of setup, you don't have any
        idea what the fuck you're doing -- do
        you?

                     FOLEY
        You're right.  So why take a chance--

Foley pulls the trigger.  CLICK.  Maurice hesitates, surprised
that Foley would pull the trigger, then the two of them at the
same time rush each other, begin a messy mano a mano, now using
their spent guns as bludgeons.

INT. RIPLEY'S STUDY - SAME

As Karen carefully comes into the room, Ripley lets out a low
GROAN.  She's bending down to check him when HER PHONE RINGS.

INT. UPSTAIRS HALLWAY - SAME

As Foley and Maurice grapple on the floor near the head of the
stairs.

INT. STUDY - SAME

As Karen answers her phone, checks Ripley...

                     KAREN
        Hello?

                     CRUZ (PHONE)
        We're a few minutes away.  Just sit
        tight, stay outta the house till we
        get there, understand?

                     KAREN
        Oh-kay...

INT. UPSTAIRS HALLWAY - SAME

As Foley finally shoves Maurice down the stairs.  Maurice rolls
down a few steps, right over White Boy Bob, as...

Foley gets up, runs back to the bedroom.

INT. RIPLEY'S BEDROOM - SAME

As Foley enters, goes straight to Kenneth's body, begins
searching for the shotgun (lifting the covers, turning over
the body, etc) with no success...

                     FOLEY
        Shit...

INT. STAIRWELL - SAME

As Maurice attempts to prise the gun out from under the dead bulk
of White Boy Bob.

INT. RIPLEY'S BEDROOM - SAME

As Foley, exasperated, stands back up...

                     MIDGE (O.S.)
        This what you want?

Foley looks to where Midge stands -- now back in her bathrobe,
but more importantly, clutching the shotgun.  Foley crosses and
takes it from her, begins to stride out of the room, when --

                     MIDGE (CONT'D)
        It's empty.

Foley just looks at her.

INT. STAIRWELL - SAME

As Maurice finally rolls White Boy Bob over, grabs the gun...

INT. RIPLEY'S BEDROOM - SAME

As Foley sticks his hand in Kenneth's coveralls, comes out with
a shell, loads the gun, snaps it shut...

INT. STAIRWELL - SAME

As Maurice cocks the pistol, takes a step up the stairs...

                     KAREN (OS)
        Maurice--

Maurice spins around, points his gun down at Karen, now standing
in the foyer, her own gun pointing up at him...

EXT. HOUSE - SAME TIME

As Raymond Cruz and several green-and-whites arrive...

INT. RIPLEY'S BEDROOM - SAME

As Jack, about to exit, stops cold as he HEARS TWO GUNSHOTS,
then a BODY FALL.

He stands still.  Not sure who was just shot.  After a long moment,
we then hear:

                     KAREN (OS)
        Jack?

He sees Midge looking at him, closes his eyes, sags against the
wall.

                     KAREN (OS) (CONT'D)
        I know you're up there.

INT. FOYER - SAME

As Foley steps into the hallway, his ski mask now pulled down
over his face.  He holds Kenneth's shotgun in one hand and his
pistol in another.

                     KAREN
        Come on, Jack -- don't.

                     FOLEY
        Pretend I'm somebody else.

                     KAREN
        You think I'd shoot you?

Foley brings up the pistol and the shotgun.  AND NOW WE HEAR
THE SIRENS...

                     FOLEY
        If you don't, one of those guys will.

                     KAREN
        What're you now, a desperado?  Put the
        guns down.

                     FOLEY
        I told you, I'm not going back.

He raises the guns hip-high and we hear sounds behind Karen,
but she's quick to raise her hand, though she doesn't turn or
look around.

                     KAREN
        Don't do this.  Please.

They stand there staring at each other.

                     FOLEY
        No more time outs.

He raises the guns.  She sadly shakes her head.

                     KAREN
        You win, Jack.

She fires and he falls to the staircase, dropping the guns,
grabbing hold of his right thigh.  And now Cruz and several
other cops enter... Karen motions them to stop...

                     CRUZ
        Karen, I told you not to--

                     KAREN
        Wait, I know him --okay?

She goes up the staircase to where Foley is lying and gently
lifts the ski mask and looks at his sad eyes.

                     KAREN (CONT'D)
        I'm sorry, Jack, but I can't shoot
        you.

                     FOLEY
        You just did, for Christ sake.

                     KAREN
        You know what I mean.

She glances about, makes sure no one can hear, then leans closer
to him.

                     KAREN (CONT'D)
        I wish things were different.  I'm
        sorry, Jack.

Foley looks like he's in pain.  He watches as she walks back
down the stairs.  As a couple of uniform cops rush past her and
pick up Foley, a shaky Ripley staggers into the foyer.

                     MIDGE
        Richard!

She comes running down the stairs into his arms.  They embrace.
He looks at Foley over her shoulder...

                     RIPLEY
             (sympathetic)
        Listen, Jack...
             (but then)
        What'd you do with my diamonds?

Foley just looks at him.

EXT. BUSY STREET - NIGHT

As Buddy pulls the van into an alley.  He jumps out, jogs back
to the street and hails a cab...

INT. CAB - SAME

Buddy suddenly gets in, bangs on the bulletproof glass.

                     BUDDY
        The airport.

The cab pulls away.  Buddy glances up front, then pulls the
Ziploc bag from his coat and holds it up.  There's a bit of
water in along with the diamonds.  A tiny fish swims in the
water.  Something about this makes Buddy smile as we...

                                               DISSOLVE TO:

EXT. KAREN'S HOTEL - MORNING

The sun is out.  The sky is clear.

                     KAREN (VO)
        They don't know yet if they want to
        bring him up on the homicides.

INT. KAREN'S HOTEL ROOM - MORNING

Karen on the phone.  Her suitcase on the bed.

                     KAREN
        I doubt if they will.  The Bureau's
        put a detainer on him, so when they're
        through with him here he'll go back to
        Florida.

INT. MARSHALL SISCO'S SITTING ROOM - SAME

Marshall on the phone...

                     MARSHALL
        You gonna go get him?

                     KAREN
        It's possible.  Why?

                     MARSHALL
        I was just thinking... you could have
        a nice time with him on the plane --
        like picking up where your interlude,
        or whatever you call it, left off.
        And then throw him in the can.

                     KAREN
        He knew what he was doing.  Nobody
        forced him to rob banks.

                     MARSHALL
        My little girl, the tough babe.

Karen hangs up, stares thoughtfully out the window.

INT. PRISON CELL - DAY

Where Foley stands staring out of his window.

                     VOICE
        Foley.

As Foley turns around and faces a FEDERAL MARSHAL in the doorway,
we see that Foley's hands and feet are shackled.

INT/EXT. PRISON STATION GARAGE - DAY

The Marshal leads Foley from the building to where a black
government van waits.  The Marshal helps Foley inside.

                     FEDERAL MARSHAL
        Have a nice trip.
             (looks OS)
        I'll get the other one.

INT/EXT. VAN - SAME

As Foley sits down, stares at the floor.  He looks depressed.
We hear the front door open, then close.

                     KAREN (OS)
        Jack?

He looks to where Karen looks at him through a steel grate that
separates the front from the back.

                     KAREN
        I got you a present, something for the
        road.

She pushes A ZIPPO THROUGH the grate.

                     KAREN (CONT'D)
        I have to take it away, though, soon
        as the ride's over.

Before Foley can say anything, the back door is opened once
more and the Marshal helps ANOTHER PRISONER -- a black man with
a shaved head -- into the back of the van.

                     FEDERAL MARSHAL
        Jack Foley meet Hejira Henry.

An annoyed Foley stares at the guy as the marshal shuts the
door then gets in up front with Karen.

                     FOLEY
        Hejira?  What kinda name is that?

                     HEJIRA
        Islamic.

                     FOLEY
        What's it mean, "No Hair"?

                     HEJIRA
        The Hejira was the flight of Mohammed
        from Mecca in 622.

                     FOLEY
        The flight?

                     HEJIRA
        The brothers in Leavenworth gave me
        the name.

                     FOLEY
        You were at Leavenworth, huh?

                     HEJIRA
        For a time.

                     FOLEY
        Meaning?

                     HEJIRA
        Meaning time came, I left.

                     FOLEY
        You busted out?

                     HEJIRA
        I prefer to call it an exodus from an
        undesirable place.

                     FOLEY
             (interested now)
        And how long was it before they caught
        up with you?

                     HEJIRA
        That time?

                     FOLEY
        There were others.

                     HEJIRA
        Yeah.  That was the ninth.

                     FOLEY
             (really interested)
        The ninth?

                     HEJIRA
        Ten, you count the prison hospital in
        Ohio I walked away from.

                     FOLEY
        You must be some kinda walker, Henry.

                     HEJIRA
        Hejira.

                     FOLEY
        And so now you're off to Glades.

                     HEJIRA
        Apparently, yeah.  I was supposed to
        leave last night with the lady marshal,
        but for some reason she wanted to wait.

                     FOLEY
             (looks at Karen)
        She did, huh.

                     HEJIRA
        Cheaper I guess, take us both down in
        one van.

                     FOLEY
        Yeah, could be.  Or maybe she thought
        we'd have a lot to talk about.

                     HEJIRA
        Like what?

                     FOLEY
        I don't know.
             (then)
        It's a long way down to Florida.

Foley glances at her, then turns back to Heiira Henry and
considers the guy; a smile on Foley's face, his spirits a little
higher than when he first sat down, as we then...

CUT TO BLACK.