						 FIGHT CLUB

							by

						  Jim Uhls

					  based on a novel by

					    Chuck Palahnuik

									2/16/98

	SCREEN BLACK

					    JACK (V.O.)
			  People were always asking me, did I
			  know Tyler Durden.

	FADE IN:

	INT.  SOCIAL ROOM - TOP FLOOR OF HIGH RISE -- NIGHT

	TYLER has one arm around Jack's shoulder; the other hand
	holds a HANDGUN with the barrel lodged in JACK'S MOUTH.
	Tyler is sitting in Jack's lap.

	They are both sweating and disheveled, both around 30; Tyler
	is blond, handsome; and Jack, brunette, is appealing in a
	dry sort of way.  Tyler looks at his watch.

					    TYLER
			  One minute.
				   (looking out window)
			  This is the beginning.  We're at
			  ground zero.  Maybe you should say a
			  few words, to mark the occasion.

					    JACK
			  ... i... ann....iinn.. ff....nnyin...

					    JACK (V.O.)
			  With a gun barrel between your teeth,
			  you only speak in vowels.

	Jack tongues the barrel to the side of his mouth.

					    JACK
				   (still distorted)
			  I can't think of anything.

					    JACK (V.O.)
			  With my tongue, I can feel the
			  rifling in the barrel.  For a second,
			  I totally forgot about Tyler's whole
			  controlled demolition thing and I
			  wondered how clean this gun is.

	Tyler checks his watch.

					    TYLER
			  It's getting exciting now.

					    JACK (V.O.)
			  That old saying, how you always hurt
			  the one you love, well, it works both
			  way.

	Jack turns so that he can see down -- 31 STORIES.

					    JACK (V.O.)
			  We have front row seats for this
			  Theater of Mass Destruction.  The
			  Demolitions Committee of Project
			  Mayhem wrapped the foundation columns
			  of ten buildings with blasting
			  gelatin.  In two minutes, primary
			  charges will blow base charges, and
			  those buildings will be reduced to
			  smoldering rubble.  I know this
			  because Tyler knows this.

					    TYLER
			  Look what we've accomplised.
				   (checks watch)
			  Thirty seconds.

					    JACK (V.O.)
			  Somehow, I realize all of this -- the
			  gun, the bombs, the revolution -- is
			  really about Marla Singer.

	PULL BACK from Jack's face.  It's pressed against TWO LARGE
	BREASTS that belong to...BOB, 45, a moose of a man.  Jack is
	engulfed by Bob in an intense embrace.  Bob weeps openly.

					    JACK (V.O.)
			  Bob had bitch tits.

	PULL BACK to wide on...

	INT. CHURCH MEETING ROOM - NIGHT

	Men are paired off, hugging, talking in emotional tones.
	Near the door, a SIGN on a stand: "REMAINING MEN TOGETHER."

					    JACK (V.O.)
			  This was a support group for men with
			  testicular cancer.  The big moosie
			  slobbering all over me was Bob.

					    BOB
			  We're still men.

					    JACK
			  Yes.  We're men.  Men is what we are.

					    JACK (V.O.)
			  Six months ago, Bob's testicles were
			  removed.  Then hormone therapy.  He
			  developed bitch tits because his
			  testosterone was too high and his
			  body upped the estrogen.  That was
			  where my head fit -- into his huge,
			  sweating tits that hung enormous, the
			  way we think of God's as big.

					    BOB
			  They're gonna have to open my pec's
			  again to drain the fluid.

	Bob hugs tighter; then looks with empathy into Jack's eyes.

					    BOB
			  Okay.  You cry now.

	Jack looks at Bob.

					    JACK (V.O.)
			  Wait.  Back up.  Let me start earlier.

	INT. JACK'S BEDROOM - NIGHT

	Jack lies in bed, staring at the ceiling.

					    JACK (V.O.)
			  For six months.  I could not sleep.

	INT. COPY ROOM - DAY

	Jack, sleepy, stands over a copy machine.  His Starbucks cup
	sits on the lid, moving back and forth as the machine copies.

					    JACK (V.O.)
			  With insomnia, nothing is real.
			  Everything is far away.  Everything
			  is a copy of a copy of a copy.

	Other people make copies, all with Starbucks cups, sipping.
	Jack picks up his cup and his copies and leaves.

	INT. JACK'S OFFICE - SAME

	Jack, sipping, stares blankly at a Starbucks bag on the
	floor, full of newspapers and FAST FOOD GARBAGE.

					    JACK (V.O.)
			  When deep space exploration ramps up,
			  it will be corporations that name
			  everything.  The IBM Stellar Sphere.
			  The Philip Morris Galaxy.  Planet
			  Starbucks.

	Jack looks up as a pudgy man, Jack's BOSS, enters, Starbucks
	cup in hand, and slides a stack of reports on Jack's desk.

					    BOSS
			  I'm going to need you out-of-town a
			  little more this week.  We've got
			  some "red-flags" to cover.

					    JACK (V.O.)
			  It must've been Tuesday.  he was
			  wearing his "cornflower-blue" tie.

					    JACK
				   (listless management speak)
			  You want me to de-prioritize my
			  current reports until you advise of
			  a status upgrade?

					    BOSS
			  You need to make these your primary
			  "action items."

					    JACK (V.O.)
			  He was full of pep.  Must've had his
			  grande latte enema.

					    BOSS
			  Here are your flight coupons.  Call
			  me from the road if there are any
			  snags.  Your itinerary...

	Jack hides a yawn, pretends to listen.

	INT. BATHROOM - JACK'S CONDO - NIGHT

	Jack sits on the toilet, CORDLESS PHONE to his ear, flips
	through an IKEA catalog.  There's a stack of old Playboy
	magazines and other catalogs nearby.

					    JACK (V.O.)
			  Like everyone else, I had become a
			  slave to the IKEA nesting instinct.

					    JACK
				   (into phone)
			  Yes.  I'd like to order the Erika
			  Pekkari slip covers.

	Jack drops the open catalog on the floor.

	MOVE IN ON CATALOG -- ON PHOTO of COFFEETABLE SET...

					    JACK (V.O.)
			  If I saw something like clever coffee
			  table sin the shape of a yin and
			  yang, I had to have it.

	PAN TO PHOTO of ARMCHAIR...

					    JACK (V.O.)
			  Like the Johanneshov armchair in the
			  Strinne green stripe pattern...

	INT. LIVING ROOM/DINING AREA/KITCHEN

	The armchair APPEARS.  PAN OVER next to armchair...

					    JACK (V.O.)
			  Or the Rislampa wire lamps of
			  environmentally-friendly unbleached
			  paper.

	The lamps APPEAR.  PAN OVER to wall...

					    JACK (V.O.)
			  Even the Vild hall clock of
			  galvanized steel, resting on the
			  Klipsk shelving unit.

	The clock APPEARS as the shelving unit APPEARS on the wall.

					    JACK (V.O.)
			  I would flip through catalogs and
			  wonder, "What kind of dining set
			  defines me as a person?"  We used to
			  read pornography.  Now it was the
			  Horchow Collection.

	A dining room set APPEARS.  Jack, the cordless phone still
	glued to his ear, walks INTO FRAME and continues.

					    JACK
			  No, I don't want Cobalt.  Oh, that
			  sounds nice.  Apricot.

	Jack opens a cabinet, takes out a plate.

					    JACK (V.O.)
			  I had it all.  Even the glass dishes
			  with tiny bubbles and imperfections,
			  proof they were crafted by the
			  honest, simple, hard-working
			  indigenous peoples of wherever.

	He rummages through the refrigerator.  It's practically
	empty.  Jack takes out a jar of mustard, opens it and uses
	a butter knife to eat it.

	INT. DOCTOR'S OFFICE - DAY

	Jack, eyes puffy, face pale, sits before an INTERN, who
	studies him with bemusement.

					    INTERN
			  No, you can't die of insomnia.

					    JACK
			  Maybe I died already.  Look at my
			  face.

					    INTERN
			  You need to lighten up.

					    JACK
			  Can't you give me something?

					    JACK (V.O.)
			  Red-and-blue Tuinal, lipstick-red
			  Seconals.

					    INTERN
				   (overlapping w/ above)
			  You need healthy, natural sleep.
			  Chew valerian root and get some more
			  exercise.

	The Intern ushes Jack to the door.  They step into the...

	INT. HALLWAY

	The Intern walks away from Jack, picks up a chart.

					    JACK
			  I'm in pain.

					    INTERN
				   (facetious)
			  You want to see pain?  Swing by First
			  Methodist Tuesday nights.  See the
			  guys with testicular cancer.  That's
			  pain.

	The Intern moves into the other room.  Jack stares after him.

	EXT. FIRST METHODIST CHURCH - NIGHT

	Jack heads for the front door.

	INT. FIRST METHODIST CHURCH MEETING ROOM - NIGHT

	Jack stares at a group of men, including Bob, who are all
	listening to a group member speak at a lectern.  The SPEAKER
	has pale skin and sunken eyes -- he's clearly dying.

					    SPEAKER
			  I... wanted three kids.  Two boys and
			  a girl.  Mindy wanted two girls and
			  one boy.  We never could agree on
			  anything.

	The Speaker cracks a sad smile.  Some men chuckle, happy to
	lighten the mood.

					    SPEAKER
			  Well, she had her first child a month
			  ago, a girl, with her new husband...
			  And, Thank God.  I'm glad for her,
			  because she deserves...

	The speaker breaks down, WEEPS UNCONTROLLABLY.

	Jack watches.  A couple of the men go up to the speaker,
	comforting him, leading him away.  A LEADER takes the stand.

					    LEADER
			  Everyone, let's thank Thomas for
			  sharing himself with us.

	Jack, uncomfortable, joins EVERYONE ELSE:

					    EVERYONE
				   (in unison)
			  Thank you, Thomas.

					    LEADER
			  I look around this room and I see a
			  lot of courage.  And it gives me
			  strength.  We give each other
			  strength.

	Jack looks around.  Many of the men are sniffling, sobbing.
	Jack squirms in his seat.

					    LEADER
			  It's time for the one-on-one.  Let's
			  follow Thomas's example and open
			  ourselves.

	Everyone gets out of their chairs and begins pairing-off.
	Jack stands, uncomfortable.

					    LEADER
			  Can everyone find a partner?

	Bob, his chin down on his chest, starts toward Jack,
	shuffling his feet.

					    JACK (V.O.)
			  The big moosie, his eyes already
			  shrink-wrapped in tears.  Knees
			  together, invisible steps.

	Bob takes Jack into an embrace.

					    JACK (V.O.)
			  Bob was a champion bodybuilder.  You
			  know that chest expansion program you
			  see on TV?  That was his idea.

					    BOB
			  ...using steroids.  I was a juicer.
			  Diabonol, then, Wisterol -- it's for
			  racehorses, for Christsake.  Now I'm
			  bankrupt, divorced, my two grown kids
			  won't return my calls...

					    JACK (V.O.)
			  Strangers with this kind of honesty
			  make me go a big rubbery one.

	Bob breaks into sobbing, putting his head on Jack's shoulder
	and completely covering Jack's face.  After a long beat of
	crying, Bob raises up his head, looks at Jack's NAMETAG.

					    BOB
			  Go ahead, Cornelius.  You can cry.

	They look at each other.  Slowly, Jack's eyes grow wet.

					    JACK (V.O.)
			  Then... something happened.  I was
			  lost in oblivion -- dark and silent
			  and complete.

	Bob pulls Jack's head back into his chest.  Jack tightens
	his arms around Bob.

					    JACK (V.O.)
			  I found freedom.  Losing all hope was
			  freedom.

	Jack pulls away from Bob.  On Bob's chest, there's a WET
	MASK of Jack's face from how he looks weeping.

					    JACK (V.O.)
			  Babies don't sleep this well.

	INT. JACK'S BEDROOM - NIGHT

	Jack lies sound asleep.

					    JACK (V.O.)
			  I became addicted.

	INT. SMALL PROTESTANT CHURCH - NIGHT

	Jack moves into a "group hug" of sickly people, men and
	women.  In view is a sign by the door "Free and Clear."

	INT. OFFICE BUILDING BASEMENT - NIGHT

	Jack stands with a weeping middle-aged WOMAN.  He begins to
	cry along with her.  A sign by the door: "Onward and Upward."

					    JACK (V.O.)
			  If I didn't say anything, people
			  assumed the worst.  They cried
			  harder.  I cried harder.

	INT. PUBLIC BUILDING CONFERENCE ROOM - NIGHT

	Everyone, including Jack, sits back in their seats, EYES
	CLOSED.  The Leader speaks into a microphone.

					    LEADER
			  Tonight, we're going to open the
			  green door -- the heart chakra...

					    JACK (V.O.)
			  I wasn't really dying, I wasn't host
			  to cancer or parasites; I was the
			  warm little center that the life of
			  this world crowded around.

					    LEADER
			  ...And you open the door and you
			  step inside.  We're inside our
			  hearts.  Now, imaging your pain as a
			  white ball of healing light.  That's
			  right, the pain itself is a ball of
			  healing light.

	Jack, eyes closed, is silent...

					    LEADER
			  It moves over your body, healing you.
			  Keep this going and step forward,
			  through the back door of the room.
			  Where does it lead?  To your cave.
			  Step forward into your cave.

	INT. CAVE - JACK'S IMAGINATION

	Jack walks along, moving through an ICE CAVERN...

					    LEADER'S VOICE
			  That's right.  You're going deeper
			  into your cave.  And you're going to
			  find your power animal...

	Jack comes upon a PENGUIN.  The penguin looks at him, cocks
	his head to signal Jack forward.

					    PENGUIN
			  Slide.

	The penguin jumps onto a patch of ICE and slides away.

	EXT. STREET - NIGHT

	Jack walks out a doorway, saying goodbye to people.  He
	walks down the sidewalk, shining with peace.

					    JACK (V.O.)
			  Every evening I died and every
			  evening I was born again.  Resurrected.

										    CUT BACK TO:

	INT. FIRST METHODIST CHURCH MEETING ROOM - RESUMING

	Jack's still in an embrace with Bob.

					    JACK (V.O.)
			  Bob loved me because he thought my
			  testicles were removed too.  Being
			  there, my face against his tits,
			  ready to cry -- this was my vacation.

	MARLA SINGER enters.  She has short matte black hair and
	big, dark eyes like a character from japanese animation.

					    JACK (V.O.)
			  And, she ruined everything.

	Marla looks around, raises a cigarette to her lips.

					    MARLA
			  This is cancer, right?

	Bob and Jack stare, dumbfounded.

	INT. FIRST METHODIST CHURCH MEETING ROOM - LATER

	Everyone paired-off.  MOVE THROUGH ROOM... FIND JACK'S FACE
	as he stares... MOVE THROUGH ROOM... FIND MARLA'S FACE.
	She's drinking coffee, smoking a cigarette.

					    JACK (V.O.)
			  This ... chick ... Marla Singer ...
			  did not have testicular cancer.  She
			  was a liar.

	INT. SMALL PROTESTANT CHURCH - NIGHT

	Marla sits with the group, smoking, listening intently while
	a member speaks.  Jack spies on her.

					    JACK (V.O.)
			  She had no diseases at all.  I had
			  seen her at my melanoma Monday night
			  group ...

	INT. CATHOLIC CATHEDRAL - NIGHT

	Marla sits at the end of a row, smoking.  All the faces down
	the row are turned toward her, incredulous...

					    JACK (V.O.)
			  ... and at "Free and Clear," my blood
			  parasites group Thursdays.

	Jack leans out further than the others, scornful.

					    JACK (V.O.)
			  -- And, again, at "Seize The Day," my
			  tuberculosis Friday night.

										    CUT BACK TO:

	INT. FIRST METHODIST CHURCH MEETING ROOM - ANOTHER NIGHT

	Jack watches... Marla's eyes are closed, her head on the
	shoulder of the MAN she's embraced by.  She opens her eyes,
	catching Jack's stare.  Jack looks away.

					    JACK (V.O.)
			  Marla -- the big tourist.  Her lie
			  reflected my lie.

	Marla rests her chin on the man's shoulder.  Tears roll down
	her cheeks.  She wipes at them.

	EXT. FIRST METHODIST CHURCH - NIGHT

	Marla walks out,  The support group's dispersing.  Jack
	exits amongst them.  He spots Marla walking away.

					    JACK (V.O.)
			  And suddenly, I felt nothing.  I
			  couldn't cry.  So, once again, I
			  could not sleep.

	Jack stares after Marla for a long moment.  He walks away.

	INT. BEDROOM - LATER

	Jack, in underwear, is cross-legged on the floor, assembling
	IKEA furniture, CORDLESS PHONE shouldered to his ear.

					    JACK
				   (into phone)
			  No, I just can't believe that card is
			  declined -- Okay, okay, let me give
			  you a different card number.

	Jack gets his wallet off the floor, pulls out another card
	and, MOS over the following, he reads it into the phone.

					    JACK (V.O.)
			  Next group, after guided meditation,
			  after we open our chakras, when it's
			  time to hug, I'm going to grab that
			  little bitch, Marla Singer, pin her
			  arms against her sides and say...

	INT. MEETING ROOM - NIGHT - JACK'S IMAGINATION

	CLOSE ON JACK as he CLAMPS his arms around Marla.

					    JACK
			  Marla, you liar, you big tourist.  I
			  need this.  Get out.

	INT. LIVING ROOM - NIGHT

	Jack, in pajamas, stares at Home Shopping Network on his TV.

					    JACK (V.O.)
			  When you have insomnia, you're never
			  really asleep and you're never really
			  awake.  I hadn't slept in four days...

	INT. SMALL PROTESTANT CHURCH - NIGHT

	Jack walks in and joins the crowd, looking around.  People
	are chattering with each other.

					    JACK (V.O.)
			  -- But, in here, in everyone, there's
			  the squint of a five-day headache.
			  Yet they forced themselves to be
			  positive.  They never said
			  "parasite;" they said "agent."  They
			  always talked about getting better.

					    LEADER
			  Okay, everyone.

	Everyone sits in chairs.  Jack catches sight of Marla.

					    LEADER
			  To open tonight's communion, Chloe
			  would like to say a few words.

	Taking the lectern is CHLOE, a pale, sickly girl whose skin
	stretches yellowish and tight over her bones.  She wears a
	head bondage.  She clears her throat.

					    JACK (V.O.)
			  Ahh, Chloe.  Chloe looked the way
			  Joni Mitchell's skeleton would look
			  if you made it smile and walk around
			  a party being extra nice to everyone.

					    CHLOE
			  Well, I'm still here -- but I don't
			  know for how long.  That's as much
			  certainty as anyone can give me.  but
			  I've got some good news -- I no
			  longer have any fear of death.

	APPLAUSE from around the room.

					    CHLOE
			  But... I am in a pretty lonely place.
			  No one will have sex with me.  I'm so
			  close to the end and all I want is to
			  get laid for the last time.  I have
			  pornographic movies in my apartment,
			  and lubricants and amyl nitrate ...

	The LEADER gingerly takes control of the microphone.

					    LEADER
			  Thank you, Chloe.  Everyone, let's
			  thank Chloe.

					    EVERYONE
			  Thank you, Chloe.

	INT. SMALL PROTESTANT CHURCH - LATER

					    LEADER
			  Now, you're standing at the entrance
			  to your cave.  You step inside your
			  cave and you walk.  Keep walking.

	Jack's face, eyes closed, is motionless.

					    JACK (V.O.)
			  If I did have a tumor, I'd name it
			  Marla.  Marla...the little scratch on
			  the roof of your mouth that would
			  heal if only you could stop tonguing
			  it, but you can't.

					    LEADER
			  Now, find your power animal.

	INT. CAVE - JACK'S IMAGINATION

	Jack finds Marla smoking a cigarette.  Marla cocks her head,
	indicating whe wants him to --

					    MARLA
			  Slide.

	INT. SMALL PROTESTANT CHURCH - RESUMING

	Jack's eyes open and turn to Marla, watching her blow smoke
	rings with her eyes closed.

	INT. SMALL PROTESTANT CHURCH - LATER

	Everyone stands and mills about, pairing-off.

					    LEADER
			  Pick someone special to you tonight.

	Jack sees the ghastly spectre of Chloe ambling towards him.
	He tries to smile.  She smiles with a twisted, dying mouth.

					    CHLOE
			  Hello, Mr. Tayler.

					    JACK (V.O.)
			  I never gave my real name at support
			  groups.

					    JACK
			  Hi, Chloe.

					    CHLOE
			  We've never actually talked.

	Chloe's eyes are eerily bright with desperation.  Jack, in
	a sincere attempt at levity, chokes out:

					    JACK
			  You look good.  You ... look ... like
			  a pirate.

	Chloe laughs, a little too much.  Jack squeezes out a laugh.
	Then he sees Marla, off by herself.  Someone heads for her.

					    JACK
			  Excuse me, I have to...

	Jack gives a quick nod to Chloe and darts towards Marla.
	Chloe watches him go.

	STAY ON JACK AND MARLA as Jack CLAMPS his arms around her.
	He whispers into her ear.

					    JACK
			  We need to talk.

					    MARLA
			  Sure.

					    JACK
			  I'm on to you.  You're a faker.  You
			  aren't dying.

					    MARLA
			  What?

					    JACK
			  Okay, in the Sylvia Plath philosophy
			  way, we're all dying.  But you're not
			  dying the way Chloe is dying.

					    LEADER
			  Tell the other person how you feel.

					    JACK
			  You're a tourist.  I saw you at
			  melanoma, tuberculosis and testicular
			  cancer.

					    MARLA
			  And I saw you practicing this...

					    JACK
			  Practicing what?

					    MARLA
			  Telling me off.  Is it going as well
			  as you hoped... ?
				   (reads his nametag)
			  "... Mr. Taylor."

					    JACK
			  I'll expose you.

					    MARLA
			  Go ahead.  I'll expose you.

					    LEADER
			  Share yourself completely.

	Marla puts her head down on Jack's shoulder as if she were
	crying.  Jack pulls her head back up.  She deadpans at him.

					    JACK
			  Why are you doing this?

					    MARLA
			  It's cheaper than a movie, and
			  there's free coffee.

					    JACK
			  These are my groups.  I was here
			  first.  I've been coming for a year.

					    MARLA
			  A year?  How'd you manage that?

					    JACK
			  Anyone who might've noticed either
			  died or recovered and never came back.

					    LEADER
			  Let yourself cry.

					    MARLA
			  Why do you do it?

					    JACK
			  I... I don't know.  I guess... when
			  people think you're dying, they
			  really listen, instead...

					    MARLA
			  -- Instead of just waiting for their
			  turn to speak.

					    JACK
			  Yeah.

	Brief recognition between them, broken as the Leader passes.

					    LEADER
			  Quietly, now.  Share with each other.

	Jack waits till the Leader's out of earshot.

					    JACK
				   (warning)
			  It becomes an addiction.

					    MARLA
			  Really?

	Jack sighs, then pulls back.

					    JACK
			  Look, I can't cry with a faker
			  present.

					    MARLA
			  Candy-stripe a cancer ward.  It's not
			  my problem.

					    JACK
			  Please.  Can't we do something... ?

	Marla starts out of the room.  Jack follows her.

					    LEADER
			  Now, the closing prayer.

	EXT. CHURCH - NIGHT - CONTINUOUS

	Marla gets to the sidewalk, moving quickly along.

					    JACK
			  We'll split up the week.  You can
			  have lymphoma, tuberculosis and --

					    MARLA
			  You take tuberculosis.  My smoking
			  doesn't go over at all.

					    JACK
			  I think testicular cancer should be
			  no contest.

					    MARLA
			  Well, technically, I have more of a
			  right to be there than you.  You
			  still have your balls.

					    JACK
			  You're kidding.

					    MARLA
			  I don't know -- am I?

	Jack follow Marla into...

	INT. LAUNDROMAT - CONTINUOUS

	Marla walks with authority up to an unwatched DRYER.  She
	takes out clothes, picks out jeans, pants and shirts.

					    MARLA
			  I'll take the parasites.

					    JACK
			  You can't have both parasites.  You
			  can take blood parasites --

					    MARLA
			  I want brain parasites.

					    JACK
			  Okay.  I'll take blood parasites and
			  organic brain dementia --

					    MARLA
			  I want that.

					    JACK
			  You can't have the whole brain!

					    MARLA
			  So far, you have four and I only have
			  two!

					    JACK
			  Then, take blood parasites.  It's
			  yours.  Now we each have three.

	Marla gathers the chosen garments and heads out past Jack...

	EXT. SIDEWALK - CONTINUOUS

	Jack follows, bewildered.

					    JACK
			  You... left half your clothes.

	HONK!  Jack starts.  Marla's led him into the street with
	traffic barreling down.

	Marla walks on, oblivious as CARS screech to a halt, HORNS
	BLARING.  Jack dashes, following...

	INT. THRIFT STORE - CONTINUOUS

	Marla drops the pile of clothes on a counter.  An old CLERK
	sifts through the clothes, begins writing on a pad.

					    JACK
			  You're selling those?

	Marla steps down hard on Jack's foot.  He winces in pain.

					    MARLA
				   (for the Clerk to hear)
			  Yes, I'm selling some chothes.

	The Clerk starts to ring up the assessed amounts.

					    MARLA
			  So, we each have three -- that's six.
			  What about the seventh day?  I want
			  ascending bowel cancer.

					    JACK (V.O.)
			  The girl had done her homework.

					    JACK
			  I want ascending bowel cancer.

	The Clerk gives a strange look as he hands money to Marla.

					    MARLA
			  That's your favorite, too?  Tried to
			  slip it by me, eh?

					    JACK
			  We'll split it.  You get it the first
			  and third Sunday of the month.

					    MARLA
			  Deal.

	They shake.  Jack tries to withdraw his hand; Marla holds it.

					    MARLA
			  Looks like this is goodbye.

					    JACK
			  Let's not make a big thing out of it.

	She walks to the door, pocketing money, not looking back.

					    MARLA
			  How's this for not making a big thing?

	Jack watches her go.  A moment, then he follows after...

	EXT. SIDEWALK - CONTINUOUS

	Jack hesitates, unsure, then run/walks to catch up to her...

					    JACK
			  Um... Marla, should we maybe exchange
			  numbers?

					    MARLA
			  Should we?

					    JACK
			  In case we want to switch nights.

					    MARLA
			  I suppose.

	Jack takes out a business card, writes his number on the
	back, hands it to her.  She takes the pen, grabs his hand
	and writes her number on his palm.  She walks into the
	street, causing more SCREECHING and HONKING.  She turns,
	holds up the card.

					    MARLA
			  It doesn't have your name.  Who are
			  you?  Cornelius?  Mr. Taylor?  Dr.
			  Zaius?  Any of the stupid names you
			  give each night?

	Jack starts to answer, but the traffic noise is too loud.
	Marla just shakes her head, turns, and keeps moving.  A BUS
	moves into view, obscuring her.

					    JACK (V.O.)
			  This is how I met Marla Singer.

	INT. AIRPLANE CABIN - DAY

	The plane touches down; the cabin BUMPS.  Jack's eyes open.

					    JACK (V.O.)
			  You wake up at O'Hare.

	INT. AIRPLANE CABIN - DAY

	Jack snaps awake again, looking around, disoriented.

					    JACK (V.O.)
			  You wake up at SeaTac.

	EXT. HIGHWAY - DUSK

	The rear of a CRASHED CAR sticks up by the side of the road.
	Jack stands, marking on a clipboard.  The SUN SETS behind.

	INT. AIRPORT - NIGHT

	Jack stands at a gate counter.  An ATTENDANT smiles at him.

					    ATTENDANT
			  Check-in for that flight doesn't
			  begin for another two hours, Sir.

	Jack looks with blearing eyes at his watch, steps away and
	looks at an overhanging CLOCK.

					    JACK (V.O.)
			  Pacific, Mountain, Central.  Lose an
			  hour, gain an hour.  This is your
			  life, and it's ending one minute at
			  a time.

	INT. AIRPLANE CABIN - DAY

	Jack's eyes snap open as the plane LANDS.

					    JACK (V.O.)
			  You wake up at Air Harbor
			  International.

	INT. AIRPORT WALKWAY

	Jack stands on a conveyor belt, briefcase at his feet.  He
	watches PEOPLE MOVING PAST on the opposite conveyor.

					    JACK (V.O.)
			  If you wake up at a different time
			  and in a different place, could you
			  wake up as a different person?

	Jack misses seeing TYLER on the opposite conveyor belt.
	They pass each other.

	INT. AIRPLANE CABIN - IN FLIGHT - NIGHT

	Jack sits next to a BUSINESSMAN.  As they have idle
	CONVERSATION, we MOVE IN ON Jack's tray.  An ATTENDANT'S
	HANDS set coffee down with a small container of cream.

					    JACK (V.O.)
			  Everywhere I travel -- tiny life.
			  Single-serving sugar, single-serving
			  cream, single pat of butter.

										    CUT TO:

	HANDS place a dinner tray down.

					    JACK (V.O.)
			  Microwave Cordon Bleu hobby kit.

	INT. HOTEL ROOM - BATHROOM - NIGHT

	Jack brushes his teeth in the MIRROR.

					    JACK (V.O.)
			  Shampoo/conditioner combo.  Single-
			  serving mouthwash, tiny bar of soap.

	Jack picks up an individual, wrapped Q-TIP, looks at it.  He
	moves out of the bathroom into...

	MAIN ROOM

	Jack sits on the bed.  He turns on the TV.  It's tuned to
	the "Sheraton Channel," shows WAITERS serving people in a
	large BANQUET ROOM.  Jack stops brushing his teeth, feels
	something on the bed, lifts it -- a small DINNER MINT.

	INT. AIRPLANE CABIN - IN FLIGHT - NIGHT

	Jack sits next to a frumpy WOMAN.  They chat.  Jack turns to
	look at his food, takes a bite.  He turns back and it's...

	--a BALD MAN next to him, talking.  Jack takes another bite,
	turns back and it's...

	--a BUSINESSMAN next to him.  Jack takes another bite, turns
	back, and it's...

	--a BUSINESS WOMAN next to him.

					    JACK (V.O.)
			  The people I meet on each flight --
			  they're single-serving friends.
			  Between take-off and landing, we have
			  our time together, but that's all we
			  get.

	INT. AIRPLANE CABIN - LANDING

	Jack's eyes snap open.

					    JACK (V.O.)
			  You wake up at Logan.

	INT. WAREHOUSE - CONTINUOUS

	A giant corrugated METAL DOOR opens.

					    JACK (V.O.)
			  On a long enough time line, the
			  survival rate for everyone drops to
			  zero.

	Two TECHNICIANS lead Jack to the BURNT-OUT SHELL of a
	WRECKED AUTOMOBILE.  Jack sets down his briefcase, opens it
	and starts to make notes on a CLIPBOARDED FORM.

					    JACK (V.O.)
			  I'm a recall coordinator.  My job is
			  to apply the formula.  It's a story
			  problem.

					    TECHNICIAN #1
			  Here's where the infant went through
			  the windshield.  Three points.

					    JACK (V.O.)
			  A new car built by my company leaves
			  somewhere traveling at 60 miles per
			  hour.  The rear differential locks up.

					    TECHNICIAN #2
			  The teenager's braces around the
			  backseat ashtray would make a good
			  "anti-smoking" ad.

					    JACK (V.O.)
			  The car crashes and burns with
			  everyone trapped inside.  Now: do we
			  initiate a recall?

					    TECHNICIAN #1
			  The father must've been huge.  See
			  how the fat burnt into the driver's
			  seat with his polyester shirt?  Very
			  "modern art."

					    JACK (V.O.)
			  Take the number of vehicles in the
			  field, (A), and multiply it by the
			  probable rate of failure, (B), then
			  multiply the result by the average
			  out-of-court settlement, (C).  A
			  times B times C equals X...

										    CUT TO:

	INT. AIRPLANE CABIN - MOVING DOWN RUNWAY

	Jack is speaking to the BUSINESSWOMAN next to him.

					    JACK
			  If X is less than the cost of a
			  recall, we don't do one.

					    BUSISNESS WOMAN
			  Are there a lot of these kinds of
			  accidents?

					    JACK
			  Oh, you wouldn't believe.

					    BUSINESS WOMAN
			  ... Which... car company do you work
			  for?

					    JACK
			  A major one.

	Turgid silence.  Jack turns to the window.  He sees a
	PELICAN get SUCKED into the TURBINE.

					    JACK (V.O.)
			  Every time the plane banked too
			  sharply on take-off or landing, I
			  prayed for a crash, or a mid-air
			  collision -- anything.

	Jack's face remains bland during the following: the plane
	BUCKLES -- the cabin wobbles.  People panic.  Masks drop.

					    JACK (V.O.)
			  No more haircuts.  Nothing matters,
			  not even bad breath.

	The side of the plane SHEARS OFF!  Screaming PASSENGERS are
	sucked out into the night air, flying past the quivering
	wind.  Magazines and other objects fly everywhere.

					    JACK (V.O.)
			  Life insurance pays off triple if you
			  die on a business trip.

	Jack remains in his same position, same bland expression.

	DING! -- the seatbelt light goes OUT.  Jack SNAPS AWAKE.
	EVERYTHING IS NORMAL.  Some passengers get out of their
	seats.  From next to Jack, a VOICE we've heard before...

					    VOICE
			  There are three ways to make napalm.
			  One, mix equal parts of gasoline and
			  frozen orange juice...

	Jack turns to see TYLER.  Without turned to Jack, Tyler
	continues:

					    TYLER
			  Two, equal parts gasoline and diet
			  cola.  Three, dissolve kitty-litter
			  in gasoline until the mixture is
			  thick.

					    JACK
			  Pardon me?

	Tyler turns to Jack.

					    JACK (V.O.)
			  This is how I met --

					    TYLER
			  Tyler Durden.

	Tyler offers his hand.  Jack takes it.

					    TYLER
			  You know why they have oxygen masks
			  on planes?

					    JACK
			  No, supply oxygen?

					    TYLER
			  Oxygen gets you high.  In a
			  catastrophic emergency, we're taking
			  giant, panicked breaths...

	Tyler grabs a safety instruction CARD from the seatback,
	hands it to Jack.

					    TYLER
			  Suddenly, we become euphoic and
			  docile.  We accept our fate.

	Tyler points to passive faces on the drawn figures.

					    TYLER
			  Emergency water landing, 600 miles
			  per hour.  Blank faces -- calm as
			  Hindu cows.

	Jack laughs.

					    JACK
			  What do you do, Tyler?

					    TYLER
			  What do you want me to do?

					    JACK
			  I mean -- for a living.

					    TYLER
			  Why?  So you can say, "Oh, that's
			  what you do." -- And be a smug little
			  shit about it?

	Jack laughs.  Tyler reaches under the seat in front of him
	and lifts a BRIEFCASE.

					    TYLER
			  You have a kind of sick desperation
			  in your laugh.

	Jack points to his own briefcase.

					    JACK
			  We have the same briefcase.

	Tyler turns the top of his briefcase toward Jack.

					    TYLER
			  Open it.

	Jack looks at Tyler, then pops the latches and raises the
	lid to reveal quaintly-wrapped bars of SOAP.

					    TYLER
			  Soap -- the yardstick of civilization.
				   (reaches in his pocket)
			  I make and sell soap...

	Tyler hands Jack his card.  "THE PAPER STREET SOAP COMPANY."

					    TYLER
			  If you were to add nitric acid to the
			  soap-making process, one would get
			  nitroglycerin.  With enough soap, one
			  could blow up the world, if one were
			  so inclined.

	Tyler SNAPS the briefcase shut.  Jack stares.

					    JACK
			  Tyler, you are by far the most
			  interesting "single-serving" friend
			  I've ever met.

	Tyler stares back.  Jack, enjoying his own chance to be
	witty, leans closer to Tyler.

					    JACK
			  You see, when you travel, everything
			  is small, self-contained--

					    TYLER
			  The spork.  I get it.  You're very
			  clever.

					    JACK
			  Thank you.

					    TYLER
			  How's that working out for you?

					    JACK
			  What?

					    TYLER
			  Being clever.

					    JACK
				   (thrown)
			  Well, uh... great.

					    TYLER
			  Keep it up, then.  Keep it right up.

	Tyler stands, looks towards the aisle.

					    TYLER
			  ... As I squeeze past, do I give you
			  the ass or the crotch?

	Tyler moves to the aisle, his ass toward jack, walks away...

					    TYLER
			  We are defined by the choices we make.

	Tyler goes to the curtain dividing First Class, slaps the
	curtain aside and sits in an empty seat.  Jack watches.

					    JACK (V.O.)
			  How I came to live with Tyler is:
			  airlines have this policy about
			  vibrating luggage.

	INT. BAGGAGE CLAIM AREA - NIGHT

	Utterly empty of baggage.  No people except for Jack and a
	SECURITY TASK FORCE MAN.  The Security TFM, smirking, holds
	a receiver to his ear from an official phone on the wall.

					    SECURITY TFM
				   (to Jack)
			  Throwers don't worry about ticking.
			  Modern bombs don't tick.

					    JACK
			  Excuse me?  "Throwers?"

					    SECURITY TFM
			  Baggage handlers.  But when a
			  suitcase vibrates, the throwers have
			  to call the police.

					    JACK
			  My suitcase was vibrating?

					    SECURITY TFM
			  Nine time out of ten, it's an
			  electric razor.  But, every once in
			  a while ...
				   (whispers)
			  ...it's a dildo.  It's airline policy
			  not to imply ownership in the event
			  of a dildo.  We use the indefinite
			  aricle: "A dildo."  Never "Your
			  dildo."

	Jack sees, through the window, Tyler, at the curb, throwing
	his briefcase into the back of a shiny, red CONVERTIBLE.
	Tyler leaps over the door into the driver's seat and PEELS
	OUT.  jack turns away, looks at the Security TFM.

	In the background, a HARRIED MAN dashes after Tyler and the
	convertible, SCREAMING.

					    JACK
				   (to Security TFM)
			  I had everything in that bag.  My
			  C.K. shirts... my D.K.N.Y. shoes...

					    SECURITY TFM
				   (into phone)
			  Yeah, uh huh... yeah?
				   (pause, still on phone)
			  Oh...

	EXT. EMPTY RUNWAY

	A lone SUITCASE sits on the concrete.  SECURITY PERSONNEL
	keep their distance.  KABOOM!  The suitcase explodes.

	INT. BAGGAGE CLAIM AREA - RESUMING

	The Security TFM, shakes his head, hangs up.

					    SECURITY TFM
			  I'm terribly sorry.

	The Security TFM hands Jack a claim form.  Jack snatches it,
	disgusted, takes out a pen, starts filling out the form.

					    SECURITY TFM
			  You know the industry slang for
			  "Flight Attendant?"  "Air Mattress."

	INT. TAXI - MOVING - NIGHT

	Along a residential street.  Jack looks ahead, sees a tall,
	grey, bland BUILDING on the corner.

					    JACK (V.O.)
			  Home was a condo on the fifteenth
			  floor of a filing cabinet for widows
			  and young professionals.  The walls
			  were solid concrete.  A foot of
			  concrete is important when your next-
			  door neighbor lets her hearing aid go
			  and has to watch game shows at full
			  volume...

	The taxi turns a corner and Jack sees the front of the
	building.  A diffuse CLOUD of SMOKE wafts away from a BLOWN-
	OUT SECTION of the fifteenth floor.  FIRETRUCKS, POLICE CARS
	and a MOB are all crowded around the lobby area.

					    JACK (V.O.)
			  -- Or when a volcanic blast of debris
			  that used to be your furniture and
			  personal effects blows out your floor-
			  to-ceiling windows and sails flaming
			  into the night.

	EXT. STREET IN FRONT OF BUILDING

	Jack, gaping at the sight above him, absently gives the
	Cabbie money.  The taxi pulls away.  Jack starts toward the
	building.  He pushes through the fray of people, into the...

	INT. LOBBY

	The DOORMAN sees Jack enter, gives a sad smile, shakes his
	head.  Jack starts for the elevator.

					    DOORMAN
			  There's nothing up there.

	Jack presses the button.  The Doorman moves next to him.

					    DOORMAN
			  You can't go into the unit.  Police
			  orders.

	The elevator doors open.  Jack hesitates.  The doors close.
	Jack heads out the lobby doors.  The Doorman follows...

	EXT. CONDO BUILDING - CONTINUOUS

	Jack walks past SMOKING, CHARRED DEBRIS -- a flash of ORANGE
	from the Yang table, a CLOCK FACE from the hall clock, part
	of an arm from the GREEN ARMCHAIR.  His feet CRUNCH glass.

					    JACK (V.O.)
			  How embarrassing.

					    DOORMAN
			  Do you have somebody you can call?

	Jack comes to his REFRIGERATOR lying on its side.  He
	reaches down and takes a note: "MARLA --" and a phone
	number, from under a BANANA MAGNET.

	CLOSE SHOT - JACK'S STOVE

	Hissing.

					    JACK (V.O.)
			  The police would later tell me that
			  the pilot light might have gone
			  out... letting out just a little bit
			  of gas.

	EXT. PAYPHONE - RESUMING

	Jack gets to a PAYPHONE.  The Doorman follows, watching him.

					    DOORMAN
			  Lots of young people try to impress
			  the world and buy too many things.

	Jack picks up the receiver, puts in a quarter.  He looks at
	Marla's number a long moment.

	CLOSE SHOT - JACK'S ENTIRE CONDO - KITCHEN AND LIVING ROOM

	The SOUND of the HISS...

					    JACK (V.O.)
			  The gas could have slowly filled the
			  condo.  Seventeen-hundred square feet
			  with high ceilings, for days and days.

	EXT. PAYPHONE - RESUMING

	Jack replaces the receiver.  He pockets Marla's number, digs
	out a small FILOFAX.  He flips through the pages for phone
	numbers and addresses.  Most of the pages are blank.

					    DOORMAN
			  Many young people feel trapped and
			  desperate.

	INSERT - CLOSE ON THE BASE OF JACK'S REFRIGERATOR

					    JACK (V.O.)
			  Then, the refrigerator's compressor
			  could have clicked on...

	Click.  KABOOM!  SCREEN GOES WHITE.

	EXT. PAYPHONE - RESUMING

	Jack looks at the Doorman.  Tyler's BUSINESS CARD falls from
	the Filofax.  Jack catches it.

					    DOORMAN
			  If you don't know what you want, you
			  end up with a lot you don't.

	The Doorman walks away.  Jack stares at Tyler's card.

					    JACK (V.O.)
			  If you asked me now, I couldn't tell
			  you why I called him.

	Jack re-deposits the quarter, dials Tyler's number.  It
	RINGS... and RINGS and RINGS.  Jack sighs and hangs up the
	phone.  A moment, then the phone RINGS.

					    JACK
			  Hello?

					    TYLER'S VOICE
			  Who's this?

					    JACK
			  Tyler?

					    TYLER'S VOICE
			  Who's this?

					    JACK
			  Uh... I'm sorry.  We met on the
			  plane.  We had the same briefcase.
			  I'm... you know, the clever guy.

					    TYLER'S VOICE
			  Oh, yeah.

					    JACK
			  I just called a second ago.  There
			  was no answer.  I'm at a payphone.

					    TYLER'S VOICE
			  I star-sixty-nined you.  I never pick
			  up my phone.  What's up?

					    JACK
			  Well... let me see... here's the
			  thing...

	EXT. LOU'S TAVERN - NIGHT

	A small building in the middle of a concrete parking lot.

	INT. LOU'S TAVERN - SAME

	Jack and Tyler sit in the back, with a pitcher of BEER.

					    JACK
			  You buy furniture.  You tell
			  yourself: this is the last sofa I'll
			  ever need.  No matter what else
			  happens, I've got the sofa issue
			  handled.  Then, the right set of
			  dishes.  The right dinette.

					    TYLER
			  This is how we fill up our lives.

	Tyler lights a cigarette.

					    JACK
			  I guess so.

					    TYLER
			  And, now it's gone.

					    JACK
			  All gone.

	Tyler offers cigarettes.  Jack declines.

					    TYLER
			  Could be worse.  A woman could cut
			  off your penis while you're asleep
			  and toss it out the window of a
			  moving car.

					    JACK
			  There's always that.

					    TYLER
			  I don't know, maybe I'm wrong.  Maybe
			  it's a terrible tragedy.

					    JACK
			  ...no ...no ...

					    TYLER
			  I mean, you did lose a lot of nice,
			  neat little shit.  The trendy paper
			  lamps, the Euro-trash shelving unit,
			  am I right?

	Jack laughs, nods.  He shakes his head, drinks.

					    TYLER
			  But maybe, just maybe, you've been
			  delivered.

					    JACK
				   (toasts)
			  Delivered from Swedish furniture.

					    TYLER
			  Delivered from armchairs in obscure
			  green stripe patterns.

					    JACK
			  Delivered from Martha Stewart.

					    TYLER
			  Delivered from bullshit colors like
			  "Cobalt," "Ebony," and "Fuchsia."

	They laugh together.  Then, silence.  They drink.

					    JACK
			  Insurance'll cover it.

					    TYLER
			  Oh, yeah, you gotta start making the
			  list.

					    JACK
			  What list?

					    TYLER
			  The "now I get to go out and buy the
			  exact same stuff all over again"
			  list.  That list.

					    JACK
			  I don't... think so.

					    TYLER
			  This time maybe get a widescreen TV.
			  You'll be occupied for weeks.

					    JACK
			  Well, I have to file a claim...

					    TYLER
			  The things you own, they end up
			  owning you.

					    JACK
			  Don't I?

					    TYLER
			  Do what you like.

					    JACK
				   (looks at watch)
			  God, it's late.  I should find a
			  hotel...

					    TYLER
			  A hotel?

					    JACK
			  Yeah.

					    TYLER
			  So, you called me up, because you
			  just wanted to have a drink before
			  you... go find a hotel?

					    JACK
			  I don't follow...

					    TYLER
			  We're on our third pitcher of beer.
			  Just ask me.

					    JACK
			  Huh?

					    TYLER
			  You called me so you could have a
			  place to stay.

					    JACK
			  No, I...

					    TYLER
			  Why don't you cut the shit and ask if
			  you can stay at my place?

					    JACK
			  Would that be a problem?

					    TYLER
			  Is it a problem for you to ask?

					    JACK
			  Can I stay at your place?

					    TYLER
			  Yes, you can.

					    JACK
			  Thank you.

					    TYLER
			  You're welcome.  But, I want you to
			  do me one favor.

					    JACK
			  What's that?

					    TYLER
			  I want you to hit me as hard as you
			  can.

					    JACK
			  What?

					    TYLER
			  I want you to hit me as hard as you
			  can.

	Freeze picture.

					    JACK (V.O.)
			  Let me tell you a little bit about
			  Tyler Durden.

	EXTREME CLOSE-UP - FILM FRAME

	-- And we see it's PORNOGRAPHY.

	INT. PROJECTIONIST ROOM - THEATRE - NIGHT

	Jack, in the foreground, FACES CAMERA.  In the BACKGROUND,
	Tyler sits at a bench, looking at individual FRAMES cut from
	movies.  Near him, a PROJECTOR rolls film.

					    JACK
			  Tyler was a night person.  He
			  sometimes worked as a projectionist.
			  A movie doesn't come in one big reel,
			  it's on a few.  In old theaters, two
			  projectors are used, so someone has
			  to change projectors at the exact
			  second when one reel ends and
			  another reel begins.  Sometimes you
			  can see two dots on screen in the
			  upper right hand corner...

	Tyler points to the side of OUR FRAME and the TWO DOTS
	briefly APPEAR ONSCREEN.

					    TYLER
			  They're called "cigarette burns."

					    JACK
			  It's called a "changeover."  The
			  movie goes on, and nobody in the
			  audience has any idea.

					    TYLER
			  Why would anyone want this shitty job?

					    JACK
			  It affords him other interesting
			  opportunities.

					    TYLER
			  -- Like splicing single frames from
			  adult movies into family films.

					    JACK
			  In reel three, right after the
			  courageous dog and the snooty cag --
			  who have celebrity voices -- eat out
			  of a garbage can, there's the flash
			  of Tyler's contribution...

	In the AUDIENCE, CHILDREN suddenly start squirming,
	confused, looking at each other.

	A WOMAN abruptly stops sucking her soda straw, feeling
	vaguely terrible.  Her uncomfortable HUSBAND slowly leans
	back in his seat.

	Jack and Tyler watch from the projection booth window.

					    TYLER
			  One-forty-eighth of a second.  That's
			  how long it's up there.

					    JACK
			  No one really knows that they've seen it.
			  But they did.

					    TYLER
			  A nice, big cock.

					    JACK
			  Only a hummingbird could have caught
			  Tyler at work.

	INT. LARGE BANQUET HALL - NIGHT

	Tyler moves around one of many tables, setting down SOUP
	BOWLS.  Jack stands in the same position, FACING CAMERA.

					    JACK
			  Tyler also worked as a banquet waiter
			  at the luxurious Pressman Hotel.

	The GUESTS command the WAITERS with snaps of fingers.

	INT. SERVICE ELEVATOR - NIGHT

	Jack turns and WE PAN to Tyler, standing by a CART with a
	giant SOUP TUREEN.  His hands are at his open fly and he's
	in position to piss into the soup.

					    JACK
			  He was the guerrilla terrorist of the
			  food service industry.

					    TYLER
			  Don't watch.  I can't if you watch.

	Jack waits.  The SOUND of a STREAM of LIQUID is HEARD.

					    TYLER
			  ... Oh, yeah.  Oh, yeah.

					    JACK
			  He farted on meringue; he sneezed on
			  braised endive; and, with creme of
			  mushroom soup, well...

					    TYLER (O.S.)
			  Go ahead.  Say it.

					    JACK
			  You get the idea.

	EXT. PARKING LOT OF TAVERN - RESUMING

	Tyler and Jack come out the back door.

					    JACK
			  I don't know about this.

					    TYLER
			  I don't know, either.  I want to find
			  out.  I've never been hit, have you?

					    JACK
			  No.  That's a good thing, isn't it?

					    TYLER
			  I don't want to die without any
			  scars.  How much can you really know
			  about yourself if you've never been
			  in a fight?  Come on... you're the
			  only person I've ever asked.

					    JACK
			  Me?

	Jack stares at him.

					    TYLER
			  Why not you?  I'm letting you go
			  first.  Do it.

					    JACK
			  This is crazy.

					    TYLER
			  Alright, go crazy.  Let 'er rip.

					    JACK
			  Where do you want it?  In the face?

					    TYLER
			  Surprise me.

	Jack swings a wide, clumsy roundhouse -- hits Tyler's
	neck -- makes a dull, flat sound.

					    JACK
			  Shit.  Sorry.  That didn't count.

					    TYLER
			  Like hell.  That counted.

	Tyler shoots out a straight punch to Jack's chest.  Jack
	falls back against a car.  His eyes tear up.

					    TYLER
			  How do you feel?

					    JACK
			  Strange.

					    TYLER
			  But a good strange.

					    JACK
			  Is it?

					    TYLER
			  We've crossed the threshold.  You
			  want to call it off?

					    JACK
			  Call what off?

					    TYLER
			  The fight.

					    JACK
			  What fight?

					    TYLER
			  This fight, pussy.

	Jack swings another roundhouse that slams right under
	Tyler's ear.  Tyler punches Jack in the stomach.  Tyler and
	Jack move clumsily, throwing punches.  They breathe heavier,
	drooling saliva and blood, growing dizzier from every impact.

	EXT. CURBSIDE - LATER

	Jack and Tyler sit on the curb, watching sparse headlights
	on the nearby freeway.  Their eyes are glazed with endorphin-
	induced serenity.  They look at each other, laugh.  Look away.

					    TYLER
			  If you could fight anyone... one on
			  one, whoever you wanted, who would
			  you fight?

					    JACK
			  Anyone?

					    TYLER
			  Anyone.

	Jack thinks.

					    JACK
			  My boss, probably.
				   (pause)
			  Who would you fight?

					    TYLER
			  My dad.  No question.

	A long pause as Jack studies Tyler's face.

					    JACK
			  Oh, yeah.
				   (nodding)
			  I didn't know my dad.  Well, I knew
			  him, till I was six.  He went and
			  married another woman, had more kids.
			  Every six years or so he'd do it
			  again -- new city, new family.

					    TYLER
			  He was setting up franchises.  My
			  father never went to college, so it
			  was really important that I go.

					    JACK
			  I know that.

					    TYLER
			  After I graduated, I called him long
			  distance and asked, "Now what?"  He
			  said, "Get a job."  When I turned
			  twenty-five, I called him and asked,
			  "Now what?"  He said, "I don't know.
			  Get married."

					    JACK
			  Same here.

					    TYLER
			  A generation of men raised by women.
			  I'm wondering if another woman is the
			  answer we really need.

	Another pause.  Jack feels his bleeding lip, smiles.

					    JACK
			  We should do this again sometime.

	Tyler cracks a smile, give a sidelong glance to Jack.

	EXT. PAPER STREET - NIGHT

	A street sign: "PAPER STREET."  A PAPER MILL stis on one
	side, facing a lone HOUSE on the other.  The rest of the
	land is grass and weeds.  It's a grand, old three-story,
	long abandoned.  Tyler leads Jack toward it.

					    JACK
			  Where's your car?

					    TYLER
			  What car?

					    JACK (V.O.)
			  I don't know how Tyler found the
			  house, but he'd been there for half
			  a year.

	INT. PAPER ST. HOUSE - ENTRANCE -- NIGHT

	Tyler leads Jack through the FRONT DOOR...

					    JACK (V.O.)
			  It looked like it was waiting to be
			  torn down.  Most of the windows were
			  boarded up.

	INT. PAPER ST. HOUSE - LIVING ROOM - MOMENT LATER

	Tyler and Jack climb CREAKY STAIRS to the 2ND FLOOR LANDING.

					    JACK (V.O.)
			  None of the doors locked.  The stairs
			  were ready to collapse.  I didn't
			  know if he owned it or he was
			  squatting.

	Tyler opens the door to a ROOM...

	INT. ROOM - CONTINUOUS

	Jack enters, stis on the creaky BED.  Dust drifts upwards.

					    JACK (V.O.)
			  Neither would have surprised me.

	INT. SHOWER - MORNING

	Jack turns on the water.  LOUD VIBRATIONS from the walls.
	Water spits in starts.

					    JACK (V.O.)
			  Nothing worked.  The rusty plumbing
			  leaked.  Turning on a light meant
			  another light in the house went out.

	EXT. LOU'S TAVERN PARKING LOT - NIGHT

	All the tavern's lights are off.  Tyler and Jack FIGHT.
	FIVE GUYS stand around watching.

	INT. PAPER ST. HOUSE - KITCHEN - MORNING

	Jack, his face showing NEW BRUISES AND CUTS, makes coffee
	with a wire-mesh strainer.  Tyler shuffles in, wearing a
	flannel bathrobe.  He spears pieces of bread on a fork,
	starts roasting them over a burner.

					    JACK (V.O.)
			  There were no neighbors.  Just
			  warehouses and the paper mill.  The
			  fart smell of steam, the hamster cage
			  smell of wood chips.

	EXT. PAPER ST. HOUSE - NIGHT

	Jack sits watching as Tyler SWINGS an old GOLF CLUB --
	THWACK -- sends a golf ball soaring down the desolate street.

					    JACK (V.O.)
			  At night, Tyler and I were alone for
			  half a mile in every direction.

	EXT. LOU'S TAVERN PARKING LOT - NIGHT

	All the lights are off.  TEN GUYS YELL, standing around Jack
	and Tyler, who FIGHT.  THREE CARS are parked in the lot.

	INT. BASEMENT - DAY

	Jack sits on basement stairs, watching as Tyler, knee-deep
	in water, works at an open FUSEBOX, flipping breakers in a
	certain order, showing Jack how it's done.

					    JACK (V.O.)
			  When it rained, we had to kill the
			  power.  By the end of the first
			  month, I didn't care about TV.  I
			  didn't mind the warm, stale
			  refrigerator.

	INT. READING ROOM - NIGHT

	CANDLES BURN.  Tyler and Jack are seated across from each
	other on the buckled floor, reading MAGAZINES.  Rain DRIPS
	from the ceiling.  No furniture.  THOUSANDS of MAGAZINES.

					    JACK (V.O.)
			  The previous occupant had been a bit
			  of a shut-in.

					    TYLER
				   (of magazine)
			  Hum.

					    JACK
			  What?

					    TYLER
			  Oh, a new riot control grenade...
				   (reading)
			  "...the successful combination of
			  concussive, 3000 foot-candle flash-
			  blasts and simultaneous high-velocity
			  disbursement of...blah, blah, blah..."

	Tyler begins RIPPING the ARTICLE from his magazine.

					    JACK
				   ("Reader's Digest")
			  "I am Joe's Lungs."  It's written in
			  first person.  "Without me, Joe could
			  not take in oxygen to feed his red
			  blood cells."  There's a whole
			  series -- "I am Joe's Prostate."

					    TYLER
			  "I get cancer, and I kill Joe."

	Tyler tosses his article in a pile of other articles,
	chooses another magazine.

					    JACK
			  What are you reading?

					    TYLER
			  Soldier of Fortune.  Business Week.
			  New Republic.

					    JACK
			  Show-off.

	EXT. LOU'S TAVERN PARKING LOT - NIGHT

	All the lights are off.  Jack and Tyler stand amidst FIFTEEN
	GUYS around TWO GUYS FIGHTING.  The crowd YELLS MORE WILDLY
	than before.  In the background are EIGHT PARKED CARS.

					    JACK (V.O.)
			  I should have been haggling with my
			  insurance company.  I should have
			  been looking for a new condo...

	EXT. STREET - NIGHT

	Jack walks along.  He stops, looking at a CHURCH with
	SUPPORT-GROUP-PEOPLE milling around the entrance, drinking
	coffee and sodas.  Marla's there, amongst them, smoking.

					    JACK (V.O.)
			  .... I should have been upset about
			  my nice, neat, flaming little shit.

	Jack's face shows no reaction.  He continues to walk.

					    JACK (V.O.)
			  But I wasn't.

	INT. KITCHEN - MORNING

	Jack, in work clothes, interlocks his fingers and POPS his
	knuckles, picks up a saucepan with coffee and sips.  Tyler,
	in waiter's uniform, comes to have Jack straighten his tie.

					    JACK (V.O.)
			  Most of the week, we were Ozzie and
			  Harriet.

	Jack picks up his briefcase and walks out the door.

					    JACK (V.O.)
			  But, Wednesday night, ever Wednesday
			  night...

	EXT. LOU'S TAVERN PARKING LOT - NIGHT

	All the lights are off.  No one around, but there are at
	least TWENTY-FIVE CARS parked in the full lot.

					    JACK (V.O.)
			  ... we were finding something out: we
			  were finding out, more and more, that
			  we were not alone.

	INT. CONFERENCE ROOM - DAY

	A SLIDE SHOW progresses, run by a chipper salesman, WALTER.
	Jack sits, deadpan, with a PUFFY LIP and a BRUISED cheek.

					    JACK (V.O.)
			  Thursday mornings, all I could do was
			  think about next week.

	Boss gives Jack a dubious look.  Walter's next SLIDE: a
	COMPUTER SCREEN.

					    WALTER
			  The basic premise of cyber-netting
			  your office is -- make things more
			  efficient.

					    BOSS
			  Can I get the icon in cornflower blue?

					    WALTER
			  Absolutely.

	Walter continues, his sales pitch drowned out by Jack's V.O.:

					    JACK (V.O.)
			  Walter, the Microsoft account exec.
			  Walter, with his smooth, soft hands.
			  Maybe he was thinking about the free-
			  range potluck he'd been to last
			  weekend, or his church-group car-wash
			  fund-raiser.  Or, probably not.

	Walter moves to Jack and slaps him in the shoulder.

					    WALTER
			  I showed this already to my man here.
			  You liked it, didn't you?

	Jack smiles.  His teeth are RED with BLOOD.  They GLOW
	eerily in the dim light.

					    JACK (V.O.)
			  You can swallow a pint of blood
			  before you get sick.

					    WALTER
			  Jesus, I'd hate to see what happened
			  to the other guy.

	Jack keeps the smile frozen on his face.

					    JACK (V.O.)
			  Screw Walter.  His candy-ass wouldn't
			  last a second Wednesday night.

	EXT. LOU'S TAVERN - NIGHT

	Out of silent darkness, HEADLIGHTS appear from all
	directions.  CARS PULL UP and park in the already-packed
	lot.  YOUNG MEN get out and march into the tavern...

	INT. LOU'S TAVERN - SAME

	The men, including Jack and Tyler, enter and stand against
	the back wall, waiting.  The bartender, IRVINE, calls out:

					    IRVINE
			  Drink up people.  We're closing.

	Irvine flicks on the LIGHTS.  Drunken customers squint and
	get the message.  They plop down money, leaving.

					    JACK (V.O.)
			  It was right in everyone's face.
			  Tyler and I just made it visible.

	Irvine hits a button and the JUKEBOX loses power.  Members
	of the waiting army begins to share secret looks.  Finally,
	one buy locks the door.  Two other guys close the blinds.

					    JACK (V.O.)
			  It was on the tip of everyone's
			  tongue.  Tyler and I just gave it a
			  name.

	INT. TAVERN BASEMENT - SAME

	A BOMB-SHELTER.  Concrete walls.  One BARE BULB above, Tyler
	standing directly beneath it.

					    TYLER
			  Welcome to fight club.

	The guys mill around, finding partners.  Everyone brims with
	eagerness, but tries to act cool.  CHATTER gets LOUDER.
	Everyone spreads out, forming a circle, Tyler at center.

					    JACK (V.O.)
			  Every week, Tyler gave the rules that
			  he and I decided.

	PEAKING CHATTER, till Tyler raises his arms and the CHATTER
	DIES.  A couple of COUGHS, FEET SHUFFLING, then, SILENCE.

					    TYLER
			  The first rule of fight club is --
			  you don't talk about fight club.  The
			  second rule of fight club is -- you
			  don't talk about fight club.  The
			  third rule of fight club is -- when
			  someone says "stop" or goes limp, the
			  fight is over.  Fourth rule is --
			  only two guys to a fight.  Fifth
			  rule -- one fight at a time.  Sixth
			  rule -- no shirts, no shoes.  Seventh
			  rule -- fights go on as long as they
			  have to.  And the eighth and final
			  rule -- if this is your first night
			  at fight club, you have to fight.

	Tyler steps back.  A short guy, RICKY, and a GOATEED MAN
	take off shirts and shoes and step to the center.

					    JACK (V.O.)
			  This kid, Ricky -- supply clerk --
			  couldn't remember whether you ordered
			  pens with blue ink or black ink ...

	The two fighters circle, then begin throwing PUNCHES...

					    JACK (V.O.)
			  But Ricky was a god for ten minutes
			  last week when he trounced an actuary
			  twice his size.

	Harder, faster PUNCHES between the two.  SWEAT flies.
	SHOUTS become DEAFENING.  Ricky's getting the best of
	Goateed Man, POUNDING him...

					    JACK (V.O.)
			  Sometimes all you could hear were
			  flat, hard packing sounds over the
			  yelling, or the wet choke when
			  someone caught their breath and
			  sprayed...

					    GOATEED MAN
				   (spittle-lipped)
			  Ssssstop... !

	INT. OFFICE PARK RESTAURANT - DAY

	Jack, eating lunch, watches the BROKEN-NOSED WAITER with a
	GOATEE -- from the above fight -- converse with a MAITRE D'.

					    JACK (V.O.)
			  Even if I could tell someone they had
			  a good fight, I wouldn't be talking
			  to the same man.

	The Goateed Waiter approaches Jack and sets a refill soda
	down on the table.  The two of them briefly make eye contact.

					    JACK (V.O.)
			  Who you were in fight club is not who
			  you were in the rest of the world.

	INT. PHOTOCOPY ROOM - DAY

	Jack stands over a copy machine, hit by flashes of light.
	He glances over his shoulder, watches Ricky, wearing an
	apron, push a supply cart.  Ricks nods at Jack.

					    JACK (V.O.)
			  You weren't alive anywhere like you
			  were there.  But fight club only
			  exists in the hours between when
			  fight club starts and when fight club
			  ends.

	INT. JACK'S OFFICE - DAY

	Jack, playing SOLITAIRE on his computer, daubs blood from
	his mouth with a handkerchief.  Boss, passing by the
	doorway, looks in at Jack, irritated.

					    BOSS
			  What are you getting yourself into
			  every week?

	Jack keeps playing Solitaire.  Boss enters, folds his arms.

					    JACK (V.O.)
			  After fight club, everything else in
			  your life gets the volume turned
			  down.  You can deal with anything.

					    BOSS
			  Have you finished those reports?

					    JACK
				   (handing him reports)
			  Yes.

					    JACK (V.O.)
			  The people who had power over you
			  have less and less.

	Jack looks at Boss.  Reflexively, Jack's tongue plays with
	his teeth.

					    JACK (V.O.)
			  By this point, I could wiggle most of
			  the teeth in my jaw.

	EXT. STREET - DUSK

	Tyler and Jack walk, both smoking cigarettes.

					    JACK (V.O.)
			  A guy came to fight club for the
			  first time, his ass was a wad of
			  cookie dough.  After a few weeks, he
			  was carved out of wood.

					    JACK
			  If you could fight any celebrity?

					    TYLER
			  Alive or dead?

					    JACK
			  Doesn't matter.

					    TYLER
			  Hemingway.  You?

					    JACK
			  Shatner.  William Shatner.

	They reach a BUS STOP as a BUS arrives, tossing their
	cigarettes, getting on board...

	INT. BUS - DUSK

	The bus is crowded.  As Tyler and Jack walk toward the back,
	Jack studies the faces of OTHER PASSENGERS...

					    JACK (V.O.)
			  We all started seeing things
			  differently.  Wherever we went.

	They hold hand grips.  Jack looks up at an ADVERTISEMENT; a
	CALVIN KLEIN ad featuring a tan, bare-chested MUSCLE STUD.

					    JACK (V.O.)
			  I felt sorry for all the guys packing
			  into gyms, trying to look like what
			  Calvin Klein and Tommy Hilfiger said
			  they should.

	Tyler looks at Jack, looks at the C.K. advertisement.

					    TYLER
			  Self-improvement is masturbation.
			  Self-destruction is the answer.

	A MAN in a suit KNOCKS Tyler's shoulder as he passes.  The
	Man takes a handle, close by.  Jack's pissed, staring at the
	man, who stares back.

					    JACK
				   (to Tyler, so the
				    Man can hear)
			  You could take him.

	Tyler looks to Jack, glances over his shoulder at the Man.
	Tyler casually picks a small scab off Jack's nostril.

					    TYLER
			  The trick is not to care.

	Tyler stares forward.

	INT. TAVERN BASEMENT - NIGHT

	Tyler HITS the floor, stomach first.  HIS OPPONENT lands on
	top of him, grappling, trying for a CHOKE HOLD.  The
	surrounding CROWD, Jack included, SCREAMS at them...

	Tyler and the Opponent wrestle desperately, and Tyler flips
	his attacker, gets on top, sprawling to pin him.  Tyler
	turns -- starts reining PUNCHES into the Opponent's GROIN...

										    CUT TO:

	Jack lands a couple of BLOWS to HIS OPPONENT'S stomach --
	brings up a left uppercut that smashes the Opponent's jaw.
	Tiny spatters of BLOOD adorn the walls, along with sweat.

	Jack catches sight of a swollen-faced Tyler, watching
	appreciatively, a smile growing slowly on his face.

					    JACK (V.O.)
			  Fight club wasn't about winning or
			  losing.  It wasn't about words.

	The Opponent recovers, throws a headlock on Jack.  Jack
	snakes his arm into a counter headlock.  They wrestle like
	wild animals.  The crowd CHEERS maniacally.

					    JACK (V.O.)
			  They hysterical shouting was in
			  tongues, like at a Pentecostal church.

	Onlookers kneel to stay with the fight, cheering LOUDER.
	The Opponent SMASHES Jack's head to the floor, over and over.

					    JACK
			  ... stop...

					    JACK (V.O.)
			  When the fight was over, nothing was
			  solved, but nothing mattered.

	Everyone moves in as the Opponent steps away.  Tyler pushes
	through the crowd.  Others lift Jack up.  They turn their
	attention to the floor, to a BLOOD MASK of Jack's face --
	similar to the TEAR MASK on BOB'S SHIRT.

					    TYLER
			  Cool.

	Jack limply shakes his Opponent's hand.

					    OPPONENT
			  How about next week?

					    JACK
			  Look at me.  How about next month?

	Everyone helps Jack walk.  He's sweating, bleeding, smiling.

					    JACK (V.O.)
			  Afterwards, we all felt saved.

	INT. HOSPITAL EMERGENCY ROOM - NIGHT

	A NURSE tends to Jack while Tyler watches.

					    TYLER
			  He fell down some stairs.

	The Nurse doesn't look at Tyler, just keeps tending to Jack.

					    JACK
			  I fell down some stairs.

					    JACK (V.O.)
			  Sometimes Tyler spoke for me.

	INT. PAPER ST. HOUSE - BATHROOM - MORNING

	Tyler and Jack share the cracked MIRROR.  Tyler's clipping
	at his hair with blunt, ill-suited SCISSORS.  Jack's
	brushing his teeth, spitting out pink foam.

					    JACK (V.O.)
			  Fight club became the reason to cut
			  your hair short and trim your
			  fingernails.

					    TYLER
			  Any historical figure.

					    JACK
			  Okay... Ghandi.

					    TYLER
			  Good answer.

					    JACK
			  You?

					    TYLER
			  Abe Lincoln.  Big reach.  Skinny guys
			  fight till they're burger.

	Jack reaches in his mouth, exploring, pulls -- yanks a
	TOOTH.  Jack looks at it.  Tyler puts scissors down, done.

					    TYLER
			  Remember, even the Mona Lisa's
			  falling apart.

	Jack drops the tooth in the sink with Tyler's hair.

	INT. PAPER ST. HOUSE - KITCHEN - LATE AFTERNOON

	Jack enters, buttoning his shirt.  The PHONE RINGS.

					    JACK
			  Hello?

	INTERCUT WITH...

	INT. MARLA'S BUILDING, HALLWAY - SAME

	Marla's in the HALL, on the PAYPHONE, twisting the phone
	cord around her neck.

					    MARLA
			  Where have you been the last few
			  weeks?

					    JACK
			  Marla?

	Jack looks through the archway and sees Tyler, in his gummy
	flannel bathrobe, doing sit-ups.  Jack leans, cups the phone.

					    JACK
				   (quietly)
			  How did you find me?

					    MARLA
			  The forwarding number.  I haven't
			  seen you at any support groups.

					    JACK
			  That's the idea -- we split them.

					    MARLA
			  You haven't been going to yours.

					    JACK
			  I found a new one.

					    MARLA
			  Really?

					    JACK
			  It's for men.

					    MARLA
			  Like testicular cancer?

					    JACK
			  Look, this is a bad time...

					    MARLA
			  I've been going to debtor's
			  anonymous.  You want to see some
			  truly fucked up people?

					    JACK
			  I'm just on my way out...

					    MARLA
			  Me too.  I got a stomach full of
			  Xanax.  I took what was left of a
			  bottle.  Might've been too much.

	Jack looks exasperated, turns TO LOOK INTO THE CAMERA.

					    JACK (V.O.)
			  Picture yourself watching Marla
			  Singer throw herself around her
			  crummy apartment.

					    MARLA
			  This isn't a for-real suicide thing.
			  This is probably one of those cry-for-
			  help things.

					    JACK (V.O.)
			  This could go on for hours.

					    JACK
			  So you're staying in tonight?

					    MARLA
			  Do you want to wait to hear me
			  describe death?

	Jack puts the handset on top of the phone, still off the
	hook, walks out the back door.

					    MARLA'S VOICE
			  Do you want to listen and see if my
			  spirit can use the telephone?

	Thru the archway: Tyler leans to look in, curious.

	INT. BEDROOM - LATE NIGHT

	GRUNTS of PLEASURE and EXERTION.  Glimpses of TORSOS, ASSES,
	LEGS, ARMS, BREASTS, and FEMALE HAIR, all DRENCHED in SWEAT.
	Sheets RIP.  Bodies hit the FLOOR.  Insane GRUNTING and
	LAUGHING.  A flash of MARLA'S FACE.

										    CUT TO:

	INT. JACK'S BEDROOM - SUNRISE

	Jack sits up in bed, looks around the room.

	INT. 2ND FLOOR LANDING

	Jack steps out of his room.  The neighboring door is closed.

					    JACK (V.O.)
			  Tyler's door was closed.  I'd been
			  living here two months, and Tyler's
			  door was never closed.

	INT. BATHROOM - SAME

	Jack stares into the TOILER, looking at SIX USED CONDOMS.

	INT. KITCHEN - MORNING

	Jack sits at the table, sips coffee, read Reader's Digest.
	He hears FOOTSTEPS approaching.

					    JACK
			  You're not going to believe what I
			  dreamt last night.

	Marla walks in, straightening her dress, looks like she's
	been raped by a hurricane.  Jack's jaw drops.

					    MARLA
			  I can hardly believe anything about
			  last night.

	Marla goes to pour coffee.  She takes a swig, GARGLES and
	SPITS it in the sink.  She gives Jack a lascivious smile.

					    JACK
			  What are you doing here?

					    MARLA
			  What... ?

					    JACK
			  What the hell are you doing here?

	Marla stares at him a beat, then drops the cup in the sink.

					    MARLA
			  Fuck you.

	Marla shoves open the door to the backyard and walks out.
	Jack gets up, watches her stomp away.

	Jack turns and -- Tyler is at his shoulder, staring after
	Marla.  He's in his usual sweatpants.  He grins at Jack,
	then moves away, pours himself coffee.  Jack, smoldering,
	slumps at the table and picks up Reader's Digest.  Tyler
	puts his foot on a countertop, does stretching exercises.

					    TYLER
			  She's a piece of work.  Get this --
			  I come in here last night, the
			  phone's off the hook...

	Jack pretends to read, quickly glances at Tyler.  TYLER'S
	VOICE FADES...

					    JACK (V.O.)
			  I already knew the story before he
			  told it to me.

	INT. KITCHEN - LATE AFTERNOON (FLASHBACK)

	Tyler enters, gently lifts the handset and listens.

					    MARLA'S VOICE
				   (from handset)
			  I'll tell you when I'm floating out
			  of my body.

	Tyler smiles.

					    JACK (V.O.)
			  How could Tyler, off all people, think
			  it was a bad thing that Marla Singer
			  was about to die?

	INT. MARLA'S - 8TH FLOOR LANDING - LATE AFTERNOON (FLASHBACK)

	Tyler, a wry smile on his face, ambles up the stiars,
	looking at the rotting walls.  He reaches the top of the
	stairs and heads for Marla's room.  Before he can knock,
	Marla's hand shoots out and grabs him...

	INT. MARLA'S ROOM - CONTINUOUS (FLASHBACK)

	Marla pulls Tyler inside and shuts the door.  Her drugged
	eyes look him over.

					    MARLA
			  You got here fast.

	She staggers and sits on the bed.  She slides off, along
	with the blanket and sheets, to the floor.

					    MARLA
			  The mattresses are all sealed in
			  slippery plastic.

	She tries to focus her eyes on Tyler.

					    MARLA
			  Did I call you?

	Tyler studies her with cynical curiosity, looks at a DILDO
	lying atop a dresser.  Marla follows his gaze.

					    MARLA
			  Don't worry.  It's not a threat to you.

	SIRENS and vehicles SCREECHING outside can be HEARD; doors
	opening and SLAMMING; running FOOTFALLS.

					    MARLA
			  Oh, no!  Somebody called the cops...

	She gets to her feet, grabs Tyler, pulls him out the door.

	INT. HALLWAY (FLASHBACK)

	Marla LOCKS her door, then pulls Tyler toward the STAIRCASE.
	COPS and PARAMEDICS charge up with oxygen and medical kits.
	Marla and Tyler flatten against the wall to let them pass.

					    COP
			  8-G!  Where's 8-G?

					    MARLA
				   (pointing)
			  End of the hall.

	The rescuers keep running.

					    MARLA
				   (calling after)
			  The girl who lives there used to be
			  a charming, lovely girl, but she's
			  lost faith in herself...

					    COP
			  Miss Singer, let us help you!  You
			  have every reason to live!

	Marla yanks Tyler's arm, heading down the stairs.

					    MARLA
			  She's a monster!  Infectious human
			  waste!  Good luck trying to save her!

	INT. KITCHEN - NIGHT (FLASHBACK)

	Tyler makes coffee.  Marla slouches against the refrigerator.

					    MARLA
			  If I fall asleep, I'm done for.
			  You're gonna have to keep me up all
			  night.

	INT. KITCHEN - MORNING (RESUMING)

	Tyler chuckles, shakes his head.

					    TYLER
			  Unbelievable, huh?

					    JACK (V.O.)
			  He was obviously able to handle it.

	Tyler stands across from Jack, gets a cigarette from a pack.

					    TYLER
			  I mean, this girl... uh, you're not
			  into her or anything... ?

					    JACK
			  No.  Not at all.

					    JACK (V.O.)
			  I am Jack's Raging Bile Duct.

	Tyler lights his cigarette.

					    TYLER
			  You're sure?

					    JACK
			  Yeah, I'm sure.

					    TYLER
			  Good.  This chick was up on the table
			  with her legs in the stirrups before
			  the doctor even walked in the room.
			  The things that she said... I've
			  never heard a woman talk like that...

	INT. TYLER'S ROOM - NIGHT (FLASHBACK)

	Tyler smokes, post-coital.  Marla puts her lips to his ear.

					    MARLA
				   (whispering)
			  I want to have your abortion.

	INT. KITCHEN - MORNING (RESUMING)

	Tyler laughs, shakes his head.  Jack's gripping his Reader's
	Digest just a little too tight.

					    JACK (V.O.)
			  How could Tyler not go for that?
			  Night before last, he was splicing
			  sex organs into "Little Mermaid."

	Tyler sits, studies Jack's face.

					    TYLER
			  You're okay with this?

					    JACK
			  I'm fine.

					    JACK (V.O.)
			  Put a gun to my head and paint the
			  wall with my brains.

	Tyler smokes.

					    TYLER
			  She is a wild, twisted bitch.  Stay
			  away from that one.

					    JACK
			  Oh, and my pace is more librarians.

					    TYLER
			  Hey... don't knock librarians.

					    JACK
			  Marla doesn't need a lover.  She
			  needs a case worker.

					    TYLER
			  She needs an exorcist.  This isn't
			  love.  This is sport-fucking.

					    JACK (V.O.)
			  She'd invaded my support groups, now
			  she's invading my home.

					    TYLER
			  Listen... do me a favor... sit here
			  a minute...

	Tyler pulls out a closer chair, motions to it.  Jack puts
	down his Reader's Digest and moves to that chair.

					    JACK
			  What?

					    TYLER
			  You've gotta understand something
			  about me.  I have a little rule,
			  okay?  Don't ever talk to her about
			  me.  Ever.  I can't stand that kind
			  of shit.

	Tyler fixes Jack with a friendly, but firm stare.

					    TYLER
			  If you ever say anything about me or
			  about what happens here in this
			  house, to her or anyone -- I will
			  find out.  And you'll never see me
			  again.  Promise me.

					    JACK
			  Okay.

					    TYLER
			  Promise you won't.

					    JACK
			  Yes, I promise.

					    TYLER
			  Promise?

					    JACK
			  I said I promise!

					    TYLER
			  That was three times you promised.

	Tyler smiles, gets up and leaves.  Jack sits smoldering.

					    JACK (V.O.)
			  If only I had wasted a couple of
			  minutes and gone to watch Marla die,
			  none of this would have happened.

	INT. LIVING ROOM - NIGHT

	Jack watches TV at HIGH VOLUME.  SOUNDS of SEX from upstairs.

	INT. JACK'S BEDROOM - NIGHT

	Jack lies calmly on his bed, staring at the ceiling.  Sounds
	of THUMPS and CRASHES from beyond the wall.

					    MARLA'S VOICE
				   (muffled through wall)
			  Miserable fucking discharge!

					    JACK (V.O.)
			  I could've moved to another room, one
			  on the third floor -- so I wouldn't
			  have heard them.  But I didn't.

	INT. BASEMENT - NIGHT

	SOUNDS of RAIN.  Jack flips FUSES off, then walks upstairs.

	INT. 2ND FLOOR LANDING - SAME

	Jack walks, HEARS Marla SCREAM in orgasm.  He reaches the
	landing.  Tyler's door is ajar.  Jack peeks in...

	Marla's legs are sprawled on the bed.  The door PUSHES OPEN
	WIDER -- Tyler, naked, stands CLOSE TO CAMERA.

					    TYLER
			  What are you doing?

	Jack steps back.

					    JACK
			  I... uh... just going to bed.

	Tyler scratches his head, wears a RUBBER GLOVE.

					    TYLER
			  You want to finish her off?

					    JACK
			  Uh... nah...

	Jack continues toward his room.

	INT. BATHROOM - NIGHT

	Jack brushes his teeth.

					    JACK (V.O.)
			  I became the calm, little center of
			  the world.  I was the Zen master.

	CLOSE UP - COMPUTER MONITOR

	Haiku is BEING TYPED in a trendy, italicized font.

						"Worker bees can leave
						 Even drones can fly away
						 The queen is their slave"

					    JACK (V.O.)
			  I wrote little haiku poems.

	INT. JACK'S OFFICE - DAY

	Jack's clothes are PERMANENTLY STAINED with BLOOD.  He sits
	in Zen pose, cigarette in mouth, finishes typing Haiku.

					    JACK (V.O.)
			  I faxed them around to everyone.

	He hits "SEND," gets the "ERROR CHIME" SOUND.  He presses
	this key over and over.  Boss enters.

					    BOSS
			  Is that your blood?

					    JACK
			  Some of it, yes.

	Boss stares at Jack like he's from Mars.

					    BOSS
			  Take the rest of the day off.  Come
			  back tomorrow with clean clothes.
			  Get yourself together.

	INT. HALLWAY - SAME

	Jack's leaving, looks like a war casualty, passing COWORKERS
	who coldly stare at him.  His face is totally passive.

					    JACK (V.O.)
			  I got right in everyone's hostile
			  little face.  Yes, these are bruises
			  from fighting.  I'm comfortable with
			  them.  I am enlightened.

	EXT. PAPER STREET - SUNSET

	Jack walks toward the HOUSE.

					    JACK (V.O.)
			  You give up the condo life, give up
			  all your flaming worldly possessions,
			  go live in a dilapidated house in the
			  toxic waste part of town...

	INT. TYLER'S KITCHEN - SUNSET

	Jack walks in.  SOUNDS of VIOLENT SEX and a POLAROID CAMERA
	from upstairs.  Pieces of PLASTER fall from the ceiling.

					    JACK (V.O.)
			  ... and you come home to this.

					    TYLER'S VOICE
				   (laughing)
			  You fucking slut!!

					    MARLA'S VOICE
			  Thank you, sir, may I have another!
			  Thank you sir, may I have another... !

	Jack rolls his eyes, takes off his pants.  He runs water in
	the sink, finds a tiny bit of SOAP and scrubs at the blood
	stains.  The PHONE RINGS.  He answers it.

					    JACK
			  Yeah.  Speaking.

	INTERCUT WITH...

	INT. POLICE STATION - OFFICE

	A cop, DETECTIVE STERN, refers to a file.

					    DETECTIVE STERN
			  This is Detective Stern with the
			  arson unit.  We have some new
			  information about the "incident" at
			  your condo.

					    JACK
			  Yes?

					    DETECTIVE STERN
			  I don't know if you're aware... your
			  front door -- it seems someone
			  sprayed freon into the lock, then
			  tapped it with a chisel to shatter
			  the cylinder.

					    JACK
			  No, I wasn't aware...

					    JACK (V.O.)
			  I am Jack's Cold Sweat.

					    DETECTIVE STERN
			  Does this sound strange to you?

					    JACK
			  Yes, sire, strange.  Very strange.

	Jack starts to sweat, scrubs his pants obsessively.

					    DETECTIVE STERN
			  The dynamite...

					    JACK
			  Dynamite?

					    DETECTIVE STERN
			  Yes.  It left a residue of ammonium
			  oxalate and potassium perchloride.
			  Do you know what that means?

					    JACK
			  What does that mean?

					    DETECTIVE STERN
			  It means it was homemade.

					    JACK
			  This is... really a shock...

					    DETECTIVE STERN
			  Whoever set this homemade dynamite
			  could've blown out the pilot light
			  days before the explosion.  The gas,
			  it seems, was just a detonator.

					    JACK
			  Who do you think could've done this?

					    DETECTIVE STERN
			  I'll ask the questions, son.

					    TYLER
				   (whispering in Jack's ear)
			  Tell him...

	Jack almost leaps out his skin, startled; looks to see Tyler
	standing right next to him.

					    JACK
			  Huh?

					    TYLER
				   (overlap w/below)
			  "The liberator who destroyed my
			  property has re-aligned my paradigm
			  of perception."

					    JACK
			  Shhhhhh!
				   (into phone,
				    overlap w/above)
			  I don't know what to make of this,
			  sir, I really don't...

					    DETECTIVE STERN
			  Do you know anyone who'd have the
			  expertise or motive to do something
			  like this?

					    TYLER
			  "I reject the basic assumptions of
			  civilization, including material
			  possession."

	Jack pushes Tyler away, cups the receiving.

					    JACK
				   (into phone)
			  No.  No, sir.  I loved that condo.
			  I loved every stick of furniture.
			  The lamps, the chairs, the rugs, were
			  me.  The dishes were me.  The plants
			  were...

					    JACK (V.O.)
			  I'd like to thank the academy...

					    DETECTIVE STERN
			  Well, if any ideas come to you, give
			  me a call.  In the meantime, don't
			  leave town.  I may need to bring you
			  in for questioning.

	END INTERCUT

	Jack hangs up.  Tyler shrugs.

					    TYLER
			  Could be worse.  You could be cursed
			  with the three terrible Karmas.  You
			  could be beautiful, rich and famous.

	Jack turns away, continues to scrub his pants.  Marla's
	FOOTSTEPS can be HEARD coming downstairs...

	Jack really grinds the soap against the pants, splashing
	water.  He turns, sees Marla enter.  Tyler is GONE.  Marla
	lights a cigarette.

					    JACK (V.O.)
			  Except for their humping, Tyler and
			  Marla were never in the same room.

					    MARLA
			  I got this dress at a thrift store
			  for one dollar.

					    JACK
				   (keeps scrubbing)
			  Worth every penny.

					    JACK (V.O.)
			  My parents pulled this exact act for
			  years -- one came in, the other
			  disappeared.

	Marla begins a slow, exotic dance, moving very close to
	Jack.  She lifts her dress dangerously high, dancing close
	to Jack's body, almost touhcing.

					    MARLA
				   (seductive)
			  It's a bridesmaid's dress.  Someone
			  loved it intensely for one day, then
			  tossed it.  Like a Christmas tree --
			  so special, then, bam -- it's
			  abandoned on the side of the road,
			  tinsel still clinging to it...

	Jack becomes very aware of having no pants on, presses
	against the counter.  Marla pulls her hemline further up.

					    MARLA
			  Like sex crime victims, underwear
			  inside-out, bound with electrical
			  tape.

					    JACK
				   (coldly)
			  It suits you.

	She leans in very close to Jack's ear, whispers hoarsely:

					    MARLA
			  You can borrow it sometime.

	Jack takes a step away, keeps scrubbing.  Marla blows smoke
	in his face.  Jack takes her cigarette and throws it in the
	sink.  Marla backs away, fed up, storms out, going UPSTAIRS.

					    TYLER (O.S.)
			  Get rid of her.

	Jack turns to see Tyler in the doorway.

					    JACK
			  You get rid of her.

					    TYLER
				   (pointing at Jack)
			  Don't mention me.

	Marla's FOOTSTEPS are coming DOWNSTAIRS.  Jack looks to the
	archway, then back at -- Tyler's GONE.  Marla enters, shoes
	and balled up clothing under one arm, looking for something
	on the junk strewn table.

					    JACK (V.O.)
			  I'm six years old again, passing
			  messages between my parents.

					    JACK
			  I, uh... think you should go now.

	Marla ignores, still searching the table, tossing things,
	pushing other things off to the floor.

					    JACK
			  It's time for you to leave.

					    MARLA
			  Don't worry, I'm leaving.

	Marla finds what she wanted, a pack of cigarettes.  She
	moves up into Jack's face.

					    MARLA
			  You're such a nutcase, I can't even
			  begin to keep up.

					    JACK
			  Goodbye.

	She laughs, spins on her heels.  As she exits the back door,
	she sings "This Merry-Go-Round" from "Valley of the Dolls."
	Jack watches her through the kitchen window.

					    TYLER (O.S.)
			  Nice work.

	Jack turns.  Tyler's right behind him.  Through the window,
	Marla can be seen walking away.  Tyler picks up the remnant
	of SOAP Jack's been using, holds it up to Jack.

					    TYLER
			  To make soap, first we have to render
			  fat.

	Jack looks at Tyler.

	CLOSE UP - SIGN: "DANGER - BIOHAZARD."

	EXT. FENCED-IN BIOHAZARD WASTE DUMP SITE - NIGHT

	Tyler stands inside the fence.  Jack's atop the fence,
	struggling to cross BARBED WIRE.  He wobbles, gets over,
	snags his shirt.  Jack falls, RIPPPPP.  Tyler helps.

	FOOTSTEPS.  A FLASHLIGHT BEAM.  Tyler pulls Jack behind a
	DUMPSTER, one of DOZENS.  A silhouette of a SECURITY GUARD
	moves along the perimeter, flashlight first.  He walks away.

	MOVE BACK to Tyler and Jack, who emerge from hiding.  Tyler
	eagerly grabs the lid of the closest dumpster.

					    TYLER
			  The best fat for making soap --
			  because the salt balance is just
			  right -- comes form human bodies...

	Tyler lifts the lid -- it CREAKS.

					    JACK
			  What is this place?

					    TYLER
			  A liposuction clinic.

	From the dumpster, Tyler pulls out an industrial-sized,
	thick plastic bag full of PINK GOO.

					    TYLER
			  Paydirt.  From society's richest
			  asses and thighs.

	TIME CUT: Tyler and Jack climb back over the fence, carrying
	BAGS of fat.  One of Jack's bags RIPS, spilling the goo down
	the chain-link fench.  Jack slips and slides.  Tyler laughs.
	Tyler tries to scoop the running fat back into the bag.

	INT. KITCHEN - NIGHT

	Jack and Tyler each stir a boiling pot.

					    TYLER
			  As the fat renders, the tallow floats
			  to the surface.  Remember the crap
			  they taught you in Boy Scouts.

					    JACK
			  Hard to imagine you in Boy Scouts.

					    TYLER
			  This clear layer in glycerin.  We'll
			  mix it back in when we make the soap.

	Tyler sticks a spoon into a pot, lifts up a scoop of the
	glycerin layer.  Then, he crabs a can, opens it.

					    TYLER
			  Lye -- the crucial ingredient.
				   (adding lye to mix)
			  Ancient peoples found their clothes
			  got cleaner if they washed them at a
			  certain spot in the river.  Why?
			  Because, human sacrifices were once
			  made on the hills above this river.
			  Year after year, bodies burnt.  Rain
			  feel.  Water seeped through the wood
			  ashes to become lye.  The lye
			  combined with the melted fat of the
			  bodies, till a thick white soapy
			  discharge crept into the river.

	Tyler licks his lips until they're gleaming wet.  He takes
	Jack's hands and KISSES the back of it.

					    TYLER
			  The first soap was made from the
			  ashes of heroes.  Like the first
			  monkeys shot into space.

	The saliva shines in the shape of the kiss.  Tyler pours a
	bit of the flaked lye onto Jack's hand.

					    TYLER
			  Without sacrifice, without death, we
			  would have nothing.

	Jack's whole body JERKS.  Tyler holds tight to Jack's hand
	and arm.  Tears well in Jack's eyes; his face tightens.

					    TYLER
			  This is a chemical burn.  It will
			  hurt more than you've ever been
			  burned and you will have a scar.

	Jack looks -- the burn is swollen, glossy, in the shape of
	Tyler's kiss.  Jack's face spasms.

					    JACK (V.O.)
			  Tyler's kiss was a bonfire on the
			  back of my hand.

					    TYLER
			  Look at your hand.

					    JACK (V.O.)
			  Guided meditation worked for cancer,
			  it could work for this.

	SHOT OF A GREEN MAPLE LEAF, GLISTENING WITH DEW.  RESUME:

	Tyler looks at Jack's glazed and detached eyes.

					    TYLER
			  Come back to the pain.  Don't shut
			  this out.

	Jack, snapping back, tries to jerk his hand away.  Tyler
	keeps hold of it and their arms KNOCK UTENSILS off the table.

					    JACK (V.O.)
			  I tried not to think of the words
			  "searing" or "flesh."  I imagined my
			  pain as a ball of healing white light.

	SHOT OF A FOREST, IN GENTLE SPRING RAINFALL.  RESUME:

	Tyler JERKS Jack's hand, getting Jack's attention...

					    TYLER
			  Stop it.  This is your pain -- your
			  burning hand.  It's right here.  Look
			  at it.

					    JACK (V.O.)
			  I was going to my cave to find my
			  power animal.

	SHOT OF THE INSIDE OF JACK'S FROZEN ICE CAVE.  RESUME:

	Tyler JERKS Jack's hand again.  Jack re-focuses on Tyler...

					    TYLER
			  Don't deal with this the way those
			  dead people do.  Deal with it the way
			  a living person does.

	SHOT OF INSIDE THE ICE CAVE - ON MARLA, LYING NAKED UNDER A
	FUR COAT, TURNING HER HEAD TO LOOK TOWARDS US.  RESUME:

	Jack tries to pull his hand free.  Tyler won't let go.
	Jack's eyes glaze over again.  Jack speaks, whiny from pain:

					    JACK
			  I... I think I understand.  I think
			  I get it...

					    TYLER
			  No, what you're feeling is premature
			  enlightenment.

	SHOT OF A GREEN FOREST WITHOUT RAIN.  RESUME:

	Tyler SLAPS Jack's face, regaining his attention...

					    TYLER
			  This is the greatest moment of your
			  life and you're off somewhere,
			  missing it.

					    JACK
			  No, I'm not...

	SHOT OF TREES ENGULFED BY A FOREST FIRE.  RESUME:

					    TYLER
			  Shut up.  Our fathers were our models
			  for God.  And, if our fathers bailed,
			  what does that tell us about God?

					    JACK
			  I don't know...

	SHOT OF EMBERS POURING FROM THE HELLISH FOREST FIRE.  RESUME:

	Tyler SLAPS Jack's face again...

					    TYLER
			  Listen to me.  You have to consider
			  the possibility that God doesn't like
			  you, he never wanted you.  In all
			  probability, He hates you.  This is
			  not the worst thing that can happen...

					    JACK
			  It isn't... ?

					    TYLER
			  We don't need him...

					    JACK
			  We don't... ?

	SHOT OF INSIDE ICE CAVE - NAKED MARLA PULLS JACK DOWN ON TOP
	OF HER - JACK KISSES HER - CIGARETTE SMOKE COMES FROM HER
	MOUTH - JACK COUGHS.  RESUME:

	Jack is a wide-eyed zombie...

					    JACK
			  ... Marla ... ?

					    TYLER
			  Fuck damnation.  Fuck redemption.  We
			  are God's unwanted children, with no
			  special place and no special
			  attention, and so be it.

	Jack looks at Tyler -- they lock eyes.  Jack does his best
	to stifle his spasms of pain, his body a quivering, coiled
	knot.  He bolts toward the sink, but Tyler holds on.

					    TYLER
			  You can go to the sink and run water
			  over your hand.  Look at me.  Or you
			  can use vinegar to neutralize the
			  burn, but first you have to give up.
			  First, you have to know that someday,
			  you are going to die.  Until you know
			  that, you will be useless.

	Jack spasms with a shiver of pain...

					    JACK
			  You ... you don't know what this
			  feels like, Tyler.

	Tyler shows Jack a LYE-BURNED KISS SCAR on his own hand.
	Tears begin to drip from Jack's eyes.  Tyler grabs a bottle
	of VINEGAR -- pours it over Jack's wound.

	Jack closes his eyes, holds his hand... slumps to the floor.

					    TYLER
			  Congratulations.  You're a step
			  closer to hitting bottom.

	INT. BARNEY'S - DAY

	Jack and Tyler, in trench coats, looking like deaht-warmed-
	over, wait as a BUYER fills out forms.

	There are bars of "The Paper Street Soap Company" soap on
	the counter.  Jack looks like he's half-expecting to get
	arrested.  His hand is BANDAGED.

					    JACK (V.O.)
			  Tyler sold the soap to department
			  stores at twenty bucks a Ear.  God
			  knows what they charged.  How ironic.
			  We were selling rich women their own
			  fat asses back to them.

	INT. JACK'S OFFICE - DAY

	Jack sits at his desk, playing a game on his computer,
	smoking a cigarette.  Boss enters.

					    JACK (V.O.)
			  He was wearing a yellow tie.  It must
			  be Thursday.  I didn't even wear a tie
			  to work anymore.

	Boss slaps a piece of PAPER down on Jack's desk.

					    BOSS
			  "The first rule of fight club is you
			  don't talk about fight club."

	Jack snuffs his cigarette in an ashtray, stares up stoically.

					    JACK (V.O.)
			  I must've left the original in the
			  copy machine.

					    BOSS
			  "The second rule of fight club...
			  Is this yours?

					    JACK
			  Hmm?

					    BOSS
			  You don't get paid to abuse the copy
			  machine.

					    JACK
			  "Abuse" the copy machine.  There's an
			  image.

					    BOSS
			  Pretend you're me.  You find this.
			  What would you do?

	Jack rises slowly, walks to his door, shuts it.

					    JACK
			  Me? I'd be very careful who I talked
			  to about this.  It sounds like
			  someone dangerous wrote it... someone
			  who might snap at any moment,
			  stalking from office to office with
			  an Armalite AR-10 Carbine-gas
			  semiautomatic, bitterly pumping round
			  after round into colleagues and co-
			  workers.

	Jack moves very close to Boss, picks up the PAPER and starts
	tearing it into pieces.

					    JACK
			  Might be someone you've known for
			  years... somebody very close to you.
			  Or, maybe you shouldn't be bringing
			  me every little piece of trash you
			  pick up.

	Jack puts the PAPER in his trash.  Bass stares with a tinge
	of outrage, a tinge of fear.  PHONE RINGS.  Jack answers it.

					    JACK
			  Compliance and Liability.

					    MARLA'S VOICE
			  My tit's going to rot off.

					    JACK
			  Just a second.
				   (to Boss; smiles)
			  Could you excuse me?  I need to take
			  this call.

	Boss goes to the door, stares at Jack a beat, then leaves.

					    JACK
				   (into phone)
			  What are you talking about?

	INTERCUT WITH - CLOSE UP OF MARLA...

					    MARLA
			  Would you do something for me?  I
			  need you to check and see if there's
			  a lump in my breast.  I can't afford
			  to throw money away on a doctor.

					    JACK
			  I don't know ...

					    MARLA
			  Please.

					    JACK (V.O.)
			  She didn't call Tyler.  I'm neutral
			  in her book.

	EXT. MARLA'S HOTEL - SUNSET

	Jack walks down the sidewalk, seeing Marla take two BOXES
	from a VAN with the sign "MEALS ON WHEELS."

	INT. MARLA'S ROOM - MOMENTS LATER

	Marla leads Jack inside.

					    JACK
			  This is a sweet side of you.  Picking
			  these up for ...
				   (reads the boxes:)
			  "Mrs. Haniver" and... "Mrs. Raines."
			  Where are they?

					    MARLA
			  Tragically, they're dead.  I'm alive
			  and I'm in poverty.  You want any?

					    JACK
			  No, thanks.

					    MARLA
			  Good.

	He stares at her while she eats.

					    MARLA
			  What happened to your hand?

	Jack awkwardly puts his bandaged hand behind his back.

					    JACK
			  Nothing.

	INT. MARLA'S ROOM - NIGHT

	Marla stands facing a MIRROR with her shirt open.  Jack
	stands behind her with his hand on the bottom side of her
	breast.  Marla's hand guides his.

					    JACK
			  Where?  Here?

					    MARLA
			  Here.

					    JACK
			  There?

					    MARLA
			  Here.

					    JACK
			  Here.

					    MARLA
			  Feel anything?

					    JACK
			  No.

	Jack's head is behind Marla's.  They speak softer, slower.

					    MARLA
			  Make sure.

					    JACK
			  Okay.  Okay, I'm sure.

					    MARLA
			  You feel nothing?

					    JACK
			  Nothing.

	Marla turns around and faces him, begins to button her shirt.

					    MARLA
			  Well, that's a relief.  Thank you.

					    JACK
			  No... no problem.

					    MARLA
			  I wish I could return the favor.

	Jack touches his own chest, shakes his head.

					    JACK
			  I think everything's okay here.

					    MARLA
			  I could check your prostate.

					    JACK
			  Uh ... nah.

					    MARLA
				   (pause)
			  Well... thanks, anyway.

	Marla leans to kiss him -- lingers for a bit longer than
	just friendly.  Jack pulls away.

					    JACK
			  So.... are we done?

	Marla sighs.

					    MARLA
			  Yeah, we're done.  See you around.

	EXT. HOTEL - MOMENTS LATER

	Jack emerges from the lobby.  He looks up at Marla's window,
	watches her silhouette.  He walks away, right into -- Big
	BOB, the moose, eating a donut and drinking orange juice.

					    BOB
			  Cornelius!  How are you?

					    JACK
			  Bob.  I'm okay.  How are you?

					    BOB
			  Better than I've ever been in my life.

					    JACK
			  Really?  Great.  Still "Remaining Men
			  Together?"

	An intense look of born-again fervor comes over Bob's face.

					    BOB
			  No.  I found something new.

					    JACK
			  Really, what's that?

					    BOB
				   (quietly)
			  The first rule is... you aren't
			  supposed to talk about it...

					    JACK
			  Oh.

					    BOB
			  And the second rule about it is...
			  you're not supposed to talk about it.
			  And the third rule...

					    JACK
			  Bob, Bob... I'm a member.

						    BOB
			  You are?!

					    JACK
			  Look at my face.

	Bob roughly slaps Jack's shoulder.

					    BOB
			  That's a fucking great, man!  Fucking
			  great! Congratulations.

					    JACK
			  Yeah, both of us.

					    BOB
			  You know about the guy who invented
			  it? I hear all kinds of things.
			  Supposedly, he was born in a mental
			  institution.  They say he only sleeps
			  one hour a night.  You know about
			  this guy?  Tyler Durden?

	INT. BASEMENT - ELECTRONICS WKREHOUSE - NIGHT

	The CROWD SCREAMS insanely as Bob and Jack go at it in the
	circle of light.  Bob's eyes are wild with glee.

	EXT. BASEMENT DOOR - ELECTRONICS WAREHOUSE - LATER

	Everyone sneaks out of this new location - we've seen none
	of these guys before - it's a new chapter.  Jack and Bob
	Stagger out last, Jack being in worse shape.  They both grin
	with religious serenity.  Bob hugs Jack.

					    BOB
			  Thank you.  Thank you.

	Bob relaxes the hug and Jack drops to the ground like a
	sack, completely enervated from the beating he took.

					    JACK
			  You're welcome.

					    JACK (V.O.)
			  Fight club -- this was mine and
			  Tyler's gift... our gift to the world.

	INT. KITCHEN -- MORNING

	Jack has his briefcase on the table, looks at PAPERWORK.
	Tyler wanders in, carries a dirty pot to the sink.  Jack
	takes out a cigarette, lights up.  He offers the pack...

					    TYLER
			  No thanks, I quit.

					    JACK
			  You quit?

					    TYLER
			  Yeah.  Where you headed?

					    JACK
			  Work.  Going to work.

	Tyler scratches his chin absently.

					    JACK
			  What... ?

					    TYLER
			  Nothing.  Do what you like.

	Tyler walks out the way he came.

	INT. JACK'S OFFICE - DAY

	Jack sits staring at his SCREEN SAVER.

	INT. BOSS'S OFFICE - DAY

	Jack steps into the open doorway, knocks on the doorframe.
	Boss looks up from his large, expensive desk.

					    JACK
			  We need to talk.

					    BOSS
			  Okay.  Where to begin?  With your
			  constant absenteeism?  With your
			  unpresentable appearance?  You're up
			  for review...

					    JACK
			  I Am Jack's Complete Lack of Surprise.

	Boss sits up in his seat, becoming enraged.

					    JACK
			  Let's pretend.  You're the Department
			  of Transportation, and you discover
			  that our company intentionally did
			  nothing about leather seats cured in
			  third world countries with chemicals
			  we know cause birth defects?  Brake
			  linings that fail after a thousand
			  miles.  Fuel injectors that burn
			  people alive.

					    BOSS
			  Just who the fuck do you think you
			  are?!  Get out!  You're fired!

					    JACK
			  What about this?  Keep me on payroll
			  as an outside consultant.  In
			  exchange for my salary, I'll keep my
			  mouth shut.  I won't need to come to
			  the office.  I can do this job from
			  home.

	Boss stands, moves around his desk, glaring with rage.

					    BOSS
			  You little fucker!  I oughta...

	Jack PUNCHES HIMSELF in the nose.  Blood starts to trickle.
	He punches himself in the jaw, throws himself back as if by
	the force of the punch, SLAMS against a framed picture and
	SHATTERS the glass.  He falls to the floor.

					    JACK (V.O.)
			  I Am Jack's Smirking Revenge.

	Jack gets back to his feet.

					    JACK
			  Please... don't hit me again, please.
			  I'm your responsibility...

	He PUNCHES himself in the stomach, then in the jaw again.
	He reels backwards, pulls down a hanging shelf, its contents
	flying.  He hits the floor.

					    JACK (V.O.)
			  For some reason, I thought of my
			  first fight -- with Tyler.

	Jack crawls toward Boss, dripping blood, grabs Boss's leg.

					    JACK
			  Please... give me the paychecks like
			  I asked for.  I won't be any trouble.
			  You won't see me again.

	Jack climbs up Boss's leg while Boss tries to shake him off.
	Boss stumbles back into his desk, knocking off belongings.

					    JACK (V.O.)
			  Under and behind and inside
			  everything this man took for granted,
			  something horrible had been growing.

	Jack crawls high enough to grab Boss's belt, hoisting
	himself up.  He dribbles blood an Boss's clothing, SMUDGES
	blood from his face onto the knuckles of Boss's hand.

					    JACK
			  Please... please...

					    JACK (V.O.)
			  And right then, at our most excellent
			  moment together...

	Two SECURITY GUARDS enter and gape at the sight.  Behind
	them stand CURIOUS WORKERS, looking in.

					    JACK
				   (gurgling blood)
			  Please don't hit me again.

	INT. TYLER'S HOUSE - ENTRANCE FOYER - DAY

	Jack holds a CHECK in front of Tyler's face.

					    JACK
			  Six months advance pay.  Six months!

					    TYLER
			  Fucking sweet.

					    JACK
			  Okay, and... and...

	Jack digs in his pocket, takes out a thick bundle of CARDS.

					    JACK
			  Forty-eight airline flight coupons.
			  Plus... hold on... just a minute...

	Jack holds up a finger, going to open the front door.  He
	drags an unwieldy SHOPPING CART in behind him; filled with
	his COMPUTER, PHONE, FAX and other office equipment.

					    JACK
			  I am now officially self-employed.

	Jack looks at the cart, then back at Tyler, proud.

					    TYLER
			  Good for you.

	INT. LOU'S TAVERN - BASEMENT - NIGHT

	LOUD.  An enormous CROWD of guys, including Jack and Bob,
	stands around Tyler, who's in the center of the circle,
	holding up his hands to quiet them...

					    TYLER
			  I look around... I look around and
			  see a lot of new faces.

	An enthusiastic RUMBLE from the crowd.

					    TYLER
			  Shut up!  Which means a lot of you
			  have been breaking the first two
			  rules of fight club.

	A glum silence falls.  Guys look at each other.

					    TYLER
			  I see in fight club the strongest and
			  smartest men who have ever lived --
			  an entire generation pumping gas and
			  waiting tables; or they're slaves
			  with white collars.
					    (more)

					    TYLER (cont)
			  Advertisements have them chasing cars
			  and clothes, working jobs they hate
			  so they can buy shit they don't need.
			  We are the middle children of
			  history, with no purpose or place.
			  We have no great war, or great
			  depression.  The great war is a
			  spiritual war.  The great depression
			  is our lives.  We were raised by
			  television to believe that we'd be
			  millionaires and movie gods and rock
			  stars -- but we won't.  And we're
			  learning that fact.  And we're very,
			  very pissed-off.

	The crowd erupts into a DEAFENING CHORUS of agreement.  Jack
	looks at the blazing excitement in the eyes of the crowd.

					    TYLER
			  We are the quiet young men who listen
			  until it's time to decide.

	A fat, MIDDLE-AGED MAN stomps down the stairs, pushing into
	the crowd, followed by a TALL, HEFTY THUG who holds a GUM.

					    TYLER
			  Who are you?

					    FAT MAN (LOU)
			  Who am I?!  There's a sign on the
			  front that says "Lou's Tavern." I'm
			  fucking Lou.  Who the fuck are you?!

					    TYLER
			  Tyler Durden.

	Tyler extends his hand for a shake, but Lou SLAPS it away.

					    LOU
			  Who told you motherfuckers you could
			  use my place?

					    TYLER
			  We have a deal worked out with Irvine.

					    LOU
			  Irvine?  Irvine's at home with a
			  broken collarbone.

	Everyone glances guiltily at each other.

					    LOU
			  He don't own this place, I do.  How
			  much money's he getting for this?

					    TYLER
			  There is no money.

					    LOU
			  Really?

					    TYLER
			  It's free to all.

					    LOU
			  Ain't that something?

					    TYLER
			  Yes, it is.

					    LOU
			  Look, stupid fuck, I want everyone
			  outta here now!

					    TYLER
			  You're welcome to join our club.

					    LOU
			  Did you hear what I just said?!

					    TYLER
			  You and your friend.

	Lou SLUGS Tyler in the stomach, doubles him over.

					    LOU
			  You hear me now?

	Tyler gains his breath, determined.  He looks up, turns his
	head, looking to Jack.  Jack watches, wide-eyed.

	Tyler straightens, facing Lou.

					    TYLER
			  No, I'm sorry, I didn't hear you.

	Lou PUNCHES Tyler in the face.  Some of the guys move
	forward, but the Thug points his gun.  Jack-runs forward
	anyway -- Lou PUNCHES him in the face.

	More guys move forward, but Tyler waves them off, facing Lou.

					    TYLER
			  We really need to use this place.

	Lou proceeds to beat the shit out of Tyler, PUNCHING his
	face, his stomach.  Tyler collapses to the floor.  Lou
	starts KICKING his.  Tyler bleeds from the mouth and face.

					    TYLER
			  That's it.... that's good.  Get it
			  all out.  You'll feel better.

	Lou flushes red with exasperation, KICKS more.  Finally,
	sweating, bewildered, Lou stops.  He looks to the Thug, who
	is just as bewildered.

	Suddenly, Tyler SPRINGS UP, grabs onto Lou...

					    TYLER
			  Yes, I am shit and crazy, to you and
			  this whole fucking world...

	Tyler's blood spatters on Lou.  Lou tries to shake Tyler
	off, but Tyler BITES Lou's NECKTIE.  The Thug grabs Tyler
	and pulls, the necktie tightening and strangling Lou.  Lou
	slaps at Tyler's face, but recoils from the blood.  Tyler
	spits and shouts through clenched teeth...

					    TYLER
			  You don't know where I've been.

	Tyler bear hugs Lou, pulls him to the floor.  Tyler rubs his
	bloody face into Lou's face.  The Thug lifts Tyler.  Tyler
	clings to Lou's belt, dragging Lou as he is dragged...

					    TYLER
			  We need this place.  We need it.
			  Please let us keep it, please...

	Blood dribbles out of Tyler's mouth, spattering Lou.

					    LOU
			  What are you doing?!

					    TYLER
			  Pleeeeeease!

					    LOU
			  Okay!  Okay, fuck it!  Use the
			  basement!  Get off me!

					    TYLER
			  We need some towels, Lou.  We need
			  replacement light bulbs.

					    LOU
			  Alright, Christ!  Fucking let me go!

					    TYLER
			  Thank you.  Thank you, sir...

					    LOU
			  Let go of me!!

	Tyler lets go of Lou's belt.  Lou scrambles away.  The Thug
	drops Tyler, trying to keep clear of the blood.  Lou gets to
	his feet, looks at Tyler, then at the rest of the guys.  He
	and the Thug back away... slamming the door behind.

	Fight club surrounds Tyler.  They help him up, move him to
	a crate.  Tyler sits slumped for a long moment, his
	breathing labored... then, he sits back, crossing his legs
	and looking to the group, his demeanor businesslike.

					    TYLER
			  This week, each of you has a homework
			  assignment.  You're going to go out
			  and start a fight with a total
			  stranger...
				   (pause, drooling blood)
			  You're going to start a fight... and
			  you're going to lose.

	Jack beams in appreciation.

	EXT. STREET - DAY

	Ricky trips a passing YUPPIE.  The Yuppie falls.

					    JACK (V.O.)
			  Not as easy as it sounds.  People'll
			  do just about anything to avoid a
			  fight.

	The Yuppies gets up, angry, and Ricky PUNCHES him...

					    YUPPIE
			  Hey!  Wha... What the hell... what
			  are you doing?!  Who are you?!!

	The Yuppie backs away.  Ricky follows...

					    YUPPIE
			  Get away from me!  Keep away!
			  NO... !

	Ricky TACKLES the Yuppie.  The Yuppie struggles spastically.

					    YUPPIE
			  Who are you!?  Why are you attacking
			  me... ?!

	Having no recourse, the Yuppie begins trading blows.

	EXT. AUTO SHOP - DAY

	A MECHANIC WITH A BATTERED FACE uses a hose to wash the
	sidewalk.  As MEN pass, he jerks the hose up and SPRAYS them.

					    FIRST MAN
			  Hey... hey...

					    SECOND MAN
			  Watch out, jackass!

	These men continue on their way.

	The Mechanic sprays a third man, a SEMINARY STUDENT, who
	looks down, stunned.

					    SEMINARIAN
			  You... you did that on purpose!

	The Mechanic DOUSES the Seminarian.  The Seminarian grabs
	the hose, wrestling the Mechanic for it.  The Mechanic
	shoves the Seminarian, who responds with a half-assed PUNCH.
	The Mechanic purposely takes it.  The Seminarian starts to
	run away.  The Mechanic sprints after him, PUNCHING the
	Seminarian in the back of the neck.  They fight.

	INT. RECORD STORE STOCKROOM - NIGHT

	A FIST smashes a JAW.  Guys CHEER.  An arm snakes around a
	neck and squeezes, blood and sweat dripping.  It's the
	YUPPIE and the SEMINARIAN fighting.  Tyler walks around the
	perimeter of the circle.

					    JACK (V.O.)
			  Now nobody was the center of fight
			  club except the two men fighting.
			  The leader walked around in the
			  crowd, out in the darkness.

	Tyler hands ENVELOPES out to the crowd.

					    JACK (V.O.)
			  Everyone took a homework assignment.

	EXT. STREET - LATE NIGHT

	Ricky and another FIGHT CLUBBER paste up a BILLBOARD which
	reads: "DID YOU KNOW? YOU CAN USE YOUR OLD MOTOR OIL TO
	FERTILIZE YOUR LAWN! -- ENVIRONMENTAL PROTECTION AGENCY."

	INT. PAPER STREET HOUSE

	HANDS use a MARKER, writing on a FILE: "Disinformation."

	EXT. LARGE PARKING LOT - DAY

	Jack and Tyler, in work gloves, armed with TOOLS, work
	together to lift the entire METAL PLATE of EXIT SPIKES from
	the ground.  They reverse it, then replace it.

	MOMENTS LATER

	Jack and Tyler walk away, each carrying a 4x4 plank of WOOD.

					    JACK
			  There's fight club in Delaware City.

					    TYLER
			  I heard.  Local 15, Monday nights.

	As they pass PARKED CARS, they SWING the planks against
	front bumpers -- activating ALARMS and INFLATING AIR BAGS...

					    JACK
			  Local 8 just started in Penns Grove.
			  And, Bob said he was at fight club in
			  Newcastle last week.

					    TYLER
			  Newcastle?  Did you start that one?

					    JACK
			  I thought you did.

	In the background, a CAR quickly EXITS the parking lot --
	front tires EXPLODING, wheel rims throwing sparks.

	INT. FAMILY HOUSEHOLD -- NIGHT

	FATHER, MOTHER, YOUNG DAUGHTER and SON, eat dinner, watching
	TELEVISION.  Suddenly, the TV IMAGE turns to SNOW and static.

	Family members stop eating.  Father picks up the REMOTE,
	points it -- all channels are SNOW.

	Father turns the TV OFF.  He and his family members look at
	each other, utensils in hand, uncomfortable.

	EXT. CITY ROOFTOPS - NIGHT

	The Yuppie SWINGS a BASEBALL BAT -- DESTROYS a digital
	SATELLITE DISH.  The Yuppie and the Seminarian move on,
	climbing to a neighboring rooftop.  They come upon another
	DISH.  The Seminarian takes the bat, takes a SWING...

	INT. PAPER STREET HOUSE

	HANDS place NEWS CLIPPINGS into a FILE: "Mischief."

	INT. AIRPLANE CABIN - ON GROUND - DAY

	Two AIRPLANE MAINTENANCE,MEN, with bruised faces, rip open
	a box from a PRINT SHOP.  They dig up AIRPLANE SAFETY
	INSTRUCTION CARDS and begin inserting them into each
	seatback.  We SEE a CARD - it shows passengers SCREAMING
	and FLAILING ABOUT IN TERROR.

	INT. BUSINESS OFFICE - NIGHT

	Huge office.  Rows and rows of desks.  FIGHT CLUB MEMBERS
	work: one guy moving from COMPUTER MONITOR to COMPUTER
	MONITOR, using a DRILL to drill a hole into the top of each.

	Other guys follow behind, with FUNNELS and CANS of GASOLINE,
	filling each monitor with gasoline.

	INT. PAPER STREET HOUSE

	Files and newspaper clippings are piled up.  HANDS write on
	a new FILE FOLDER: "Arson."

	EXT. ROOFTOP -- DAY

	The Yuppie crumbles a loaf of stale bread into a bucket,
	stirring it with a big spoon, mixing in a BOTTLE of EX-LAX.

	Nearby, Rob throws handfuls of wet BREADCRUMBS to PIGEONS...
	HUNDREDS of PIGEONS -- a rooftop feeding-frenzy.

	EXT. CONVENIENCE STORE - NIGHT

	Tyler and Jack cross the parking lot, towards the
	convenience store.  Jack wears a BACKPACK.

					    TYLER
			  Let me have that a minute...

	Tyler takes the BACKPACK, unzips it, searching the contents.

					    JACK
			  What are we doing?

					    TYLER
			  Homework assignment.

					    JACK
			  What is it?

	Tyler takes out a HANDGUN, hands the backpack back.

					    TYLER
			  Human Sacrifice.

	Jack turns white, staring at the gun.

	EXT. BEHIND THE CONVENIENCE STORE - MOMENTS LATER

	The BACK DOOR opens and Tyler brings the store's CLERK out
	at gunpoint, forces him to his knees.  Jack follows,
	freaked.  Tyler points the gun at the Clerk.

					    JACK (V.O.)
			  On a long enough time line, the
			  survival rate for everyone drops to
			  zero.

					    CLERK
			  Please... don't...

					    TYLER
			  Give me your wallet.

	The Clerk fumbles his wallet out of his pocket and Tyler
	snatches it.  Tyler pulls out the DRIVER'S LICENCE.

					    TYLER
			  Raymond K. Hessel. 1320 SE Benning,
			  apartment A.  A small, cramped
			  basement apartment.

					    RAYMOND
			  How'd you know?

					    TYLER
			  They give basement apartments letters
			  instead of numbers.  Raymond, you're
			  going to die.

	Tyler rummages through the wallet.

					    TYLER
			  Is this a picture of Mom and Dad?

					    RAYMOND
			  Yesssss...

					    TYLER
			  Your mom and dad will have to call
			  kindly doctor so-and-so to dig up
			  your dental records, because there
			  won't be much left of your face.

					    RAYMOND
			  Please, God, no...

	Raymond begins to weep, shoulders heaving.

					    JACK
			  Tyler...

					    TYLER
			  An expired community college student
			  ID card.  What did you used to study,
			  Raymond K. Hessel?

					    RAYMOND
			  S-S-Stuff.

					    TYLER
			  "Stuff."  Were the mid-terms hard?

	Tyler rams the gun barrel against Raymond's temple.

					    TYLER
			  I asked you what you studied.

					    JACK
			  Tell him!

					    RAYMOND
			  Biology, mostly.

					    TYLER
			  Why?

					    RAYMOND
			  I... I don't know...

					    TYLER
			  What did you want to be, Raymond K.
			  Hessel?

	Raymond weeps and says nothing.  Tyler COCKS the gun.
	Raymond GASPS.

					    TYLER
			  The question, Raymond, was "what did
			  you want to be?"

	A beat.

					    JACK
			  Answer him!

					    RAYMOND
			  A veterinarian!

					    TYLER
			  Animals.

					    RAYMOND
			  Yeah ... animals and s-s-s ---

					    TYLER
			  Stuff.  That means you have to get
			  more schooling.

					    RAYMOND
			  Too much school.

	Tyler shoves Raymond's wallet back into Raymond's pocket.

					    TYLER
			  Would you rather be dead?

					    RAYMOND
			  No, please, no, God, no!

	Tyler moves the gun right between Raymond's eyes.

					    RAYMOND
			  NOOOOO!

	Tyler UNCOCKS the gun, lowers it.

					    TYLER
			  I'm keeping your license.  I know
			  where you live.  I'm going to check
			  on you.  If you aren't back in school
			  and on your way to being a
			  veterinarian in six weeks, you will
			  be dead.  Get the hell out of here.

	Raymond staggers to his feet, heads down an alleyway.  Jack
	and Tyler watch Raymond flee, then Tyler looks at Jack.

					    JACK
			    I feel sick.

					    TYLER
			    Imagine how he feels.

	Tyler brings the gun to his own head, pulls the trigger --
	CLICK.  Empty.

					    JACK
			  I don't care, that was horrible.

	Tyler walks away.

					    TYLER
			  Tomorrow will be the most beautiful
			  day of Raymond K. Hessell's life.

	Jack watches Tyler go.

					    TYLER
			  His breakfast will taste better than
			  any meal he has ever eaten.

	Jack turns to look the direction Raymond ran.  He finally
	turns back, following after Tyler.

	INT. BUSINESS OFFICE - NIGHT

	SLOW MOTION: in the deserted office, gasoline filled
	COMPUTER MONITORS begin to EXPLODE...BOOM...BOOM...BOOM... !

	EXT. CITY STREETS -- MORNING

	Luxury AUTOMOBILES are parked, splattered with BIRD SHIT.

	EXT. PAPER ST. HOUSE - BACKYARD - DAWN

	VIEWED OUT 3RD STORY WINDOW: Tyler uses a RAKE, dragging it
	across rocks and dirt.  He stops a moment, rake on his
	shoulder, staring off.  Then, back to work...

					    TYLER
				   (muttering quietly)
			  ... You are not how much money you
			  have in the bank.  You are not the
			  shoes you wear.

	Tyler's marking a large SQUARE in the weeds and rubble of
	the backyard, kicking rocks away, dragging the rake...

					    TYLER
			  You are not the contents of your
			  wallet...

	INT. CITY BUS - NIGHT

	The DRIVER has a broken nose.  The bus is empty, except for
	Jack, in the very last seat, sleepy.

					    JACK (V.O.)
			  He had a plan.  Maybe you just didn't
			  see it till it hit you between the
			  eyes.
				   (pause)
			  But, it started to make sense... in
			  a Tyler sort of way.  No fear.  No
			  distractions.  The ability to let
			  that which does not matter truly
			  slide.

	EXT. PAPER STREET - NIGHT

	Jack gets off the bus.  As the bus pulls away, we see it
	dropped Jack off right in front of the house.

	INT. KITCHEN - MOMENTS LATER

	Jack enters.  Tyler, dressed in FATIGUES and splattered with
	PAINT, grabs BEERS from the refrigerator.

					    JACK
			  Hey.

					    TYLER
			  Hey.

	Jack notices ROPE and RAPPELLING TOOLS on the table.  Tyler
	comes to hand Jack a bunch of beers, nod to the living room.

					    TYLER
			  Go on in.  We're celebrating.

	INT. LIVING ROOM - CONTINUOUS

	Jack, bewildered, enters carrying beers.  Tyler does NOT
	follow.  BOB, RICKY and several other fight club guys sit in
	front at the TV, chanting not too loudly, all also dressed
	in FATIGUES and splattered with PAINT.

					    RICKY
			  You are not your job.

					    OTHERS TOGETHER
			  You are not your job.

					    RICKY
			  You are not how much money you have
			  in the bank.

					    BOB
			  Shhhh, wait... they're back to it...

	Bob goes to turn up the TV.  One guy, sixteen years old with
	an angelic face, ANGEL FACE, gets up to take beer from Jack.

					    ANGEL FACE
				   (to Jack)
			  Great, thanks.

	Angel face starts distributing beer amongst his cohorts.

					    BOB
			  Shhhhh!  Watch!

	Jack looks to the TV -- it shows a LIVE shot of the "PARKER
	MORRIS BUILDING."  The building has a GIANT, GRINNING FACE
	PAINTED on it -- two BROKEN WINDOWS for EYES, with flames
	pouring out... FIRETRUCKS spray water.

					    REPORTER (V.O.)
			  Police Commissioner Jacobs has just
			  arrived... just a second... excuse
			  me, Commissioner, could you tell us
			  what you think has happened?

	COMMISSIONER JACOBS, a wrinkled official, turns to camera.

					    COMMISSIONER JACOBS (V.O.)
			  We believe this is related to the
			  recent acts of vandalism around the
			  city.  It's some kind of organized
			  group, and we are coordinating a
			  rigorous investigation.

	Jack turns, sees Tyler in the archway, watching him.  Tyler
	tips his beer to toast, pulls back, out of sight.

					    JACK
			  What did you guys do?

	They all BURST INTO LAUGHTER.  They look at Jack and shake
	their heads.  Jack doesn't get it.  Suddenly, the guys'
	faces turn to stone.  Bob sits rigid.

					    BOB
			  The first rule of Project Mayhem
			  is... you do not ask questions.

	Jack stares at them.

										    CUT TO:

	INT. HOTEL BALLROOM - NIGHT

	A luxurious BANQUET.  Commissioner Jacobs guzzles champagne.
	He rises and starts out of the room.  Jack, in a WAITER'S
	UNIFORM, looks apprehensively to OTHER WAITERS: BOB...
	RICKY... ANGEL FACE -- who all give each other a look.

	INT. HALLWAY

	Jacobs saunters down an empty hall.  He stops to check his
	tie in a mirror.  He pushes open the door of the MEN'S
	BATHROOM -- face to face with TYLER.

	INT. BATHROOM

	Tyler GRABS Commissioner Jacobs, pulling him into the
	bathroom.  He slaps a piece of tape over Jacobs' mouth.  The
	OTHER "WAITERS" rush in.  Jack stays back to keep the door
	shut.  Tyler and the others hold Jacobs, pulling down his
	pants.  Bob snaps a rubber band -- reaches to Jacob s crotch.

					    TYLER
			  Wrap it around the top of his hackie-
			  sack.

					    BOB
			  Man, his balls are ice cold.

	Ricky produces a KNIFE, moves it down to Jacob's testicles.
	Jacobs is bug-eyed.  Jack, red-faced, keeps his distance.

					    TYLER
			  You're not going to continue your
			  "rigorous investigation."  You will
			  publicly state that there is no
			  underground group.  Or -- imagine,
			  the rest of your life with your
			  scrotum flapping empty.

					    JACOBS
				   (mouth taped)
			  ... no... please, no...

					    TYLER
			  We'll send one to the New York Times
			  and one to the Los Angeles Times.
			  Press release style.  Your nuts will
			  be bicoastal.  Understood?  The
			  people you're after are everyone you
			  depend on.
					    (more)

					    TYLER (cont)
			  We do your laundry, cook your food
			  and serve you dinner.  We guard you
			  while you sleep.  We drive your
			  ambulances.  Do not fuck with us.

	Ricky makes a dramatic cut with the knife, causing Jacobs to
	JUMP -- Ricky holds up the severed RUBBER BAND.

	EXT. HOTEL - LATER

	Jack, Tyler and the others file quickly out the back SERVICE
	ENTRANCE.  Tyler gives Angel Face a hearty slap on the back.
	Angel Face smiles at Tyler, nods, grinning.

	Jack sees this, his eyes narrowing, stops walking.

	INT. TAVERN BASEMENT - NIGHT

	Fight club in full swing.  Jack battles Angel Face, BEATING
	the shit out of him with unprecedented viciousness.

					    JACK (V.O.)
			  I felt like putting a bullet between
			  the eyes of every Panda that wouldn't
			  screw to save its species.

	The crowd shouts maniacally, save Tyler, who watches with an
	inscrutable stone face.

	Angel Face tries to speak, but Jack POUNDS too hard.  Blood
	flies.  The crowd begins to grow QUIETER.

					    JACK (V.O.)
			  I wanted to open the dump valves on
			  oil tankers and smother all the
			  French beaches I'd never see.

	Finally, Angel Face lies still, unconscious.  Jack stops,
	stares down, numb.  Jack walks away -- the crowd parts to
	let him pass.  Jack scans faces... finds Tyler.

					    TYLER
			  Where did you go, Psycho-Boy?

					    JACK
			  I felt like destroying something
			  beautiful.

	EXT. STREET NEAR LOU'S TAVERN - LATER

	RAINING.  Tyler and Jack walk through pools of streetlight.
	A idling car HONKS.  Tyler leads Jack toward it.  A bruised-
	faced VALET PARKER thrown keys to Tyler, but Jack intercepts.

					    VALET
			  There you are, Mr. Durden.  Airport
			  parking, long term.

					    JACK
				   (motions to car)
			  After you, Mr. Durden...

					    TYLER
			  No... after you.

	INT. STOLEN CAR

	Tyler gets in the driver's seat.  Jack gets into the front
	passenger seat.  Ricky and the mechanic are in back.

	EXT. STREET

	Tyler pulls the stolen car away from the curb.  It has two
	bumperstickers: "RECYCLE YOUR ANIMALS" and "MAKE MINE VEAL."

	INT. STOLEN CAR - MOVING - LATER

	RAIN GUSHES down.  Jack stews, silent.  The car moves down
	a HIGHWAY, intermittently illuminated by oncoming headlights.

					    TYLER
			  Something on your mind?

					    JACK
			  No.

	Tyler shrugs; turns on the RADIO, ignores Jack.

					    JACK
			  Why wasn't I told about "Project
			  Mayhem?"

					    TYLER
			  What should I have told you?

					    JACK
			  Why wasn't I involved from the
			  beginning?  You and I started fight
			  club together.

					    TYLER
			  Fight club was the beginning.  Now
			  it's out of the basements and there's a
			  name for it -- Project Mayhem.

					    RICKY AND MECHANIC
				   (together)
			  The first rule of Project Mayhem is
			  you do not ask questions.

					    JACK
			  This is as much mine as yours.

					    TYLER
			  Is this a needlepoint club?  Is it
			  about you and me?

					    JACK
			  You know what I mean.

					    TYLER
			  What do you want?  A statement of
			  purpose... ?

					    JACK
			  Look...

					    TYLER
			  Should I E-mail you?  Should I put
			  this on your "action item list?"

					    JACK
			  I want to know --

					    TYLER
			  What do you want to know about
			  Project Mayhem?

					    RICKY AND MECHANIC
				   (together)
			  The first rule of Project Mayhem --

					    JACK
				   (to Ricky and Mechanic)
			  Shut up!!
				   (to Tyler)
			  I want to know what's going on.

	Tyler steers the car into the opposite lane, accelerates...
	Opposing HEADLIGHTS get closer fast...

					    TYLER
			  This does not belong to us.  We are
			  not the leaders.  We are not special.

					    JACK
			  What are you doing?!

					    TYLER
			  We are the all-singing, all-dancing
			  crap of the world.  We are all part
			  of the same compost heap...

					    JACK
			  Tyler...

	Tyler steers back into the proper lane.  The other CAR flies
	past, HORN SOUNDING...

					    JACK
			  What the hell ... ?!

					    TYLER
			  You choose your level of involvement.
			  I won't make decisions for you.

					    JACK
			  I'm not asking you to.

					    TYLER
			  You're asking questions that don't
			  have answers.  You know just as much
			  about Project Mayhem as anybody else.

					    JACK
			  I don't think that's true.

	Tyler again steers into the oncoming lane, speeding up.
	Through the windshield: oncoming headlights -- a TRUCK.

					    JACK
			  Tyler... what is this... !

	Jack fights	   to turn the wheel, but Tyler uses both hands.

					    TYLER
			  What will you wish you'd done before
			  you died?

					    RICKY
			  Paint a self-portrait.

					    MECHANIC
			  Build a house.

					    TYLER
				   (to Jack)
			  And you?

					    JACK
			  I don't know!  Nothing!

					    TYLER
			  If you died right now, how would you
			  feel about your life?

					    JACK
			  I would feel nothing about my life?
			  Is that what you want to hear?!

	The oncoming truck HONKS and FLASHES its LIGHTS.  It moves
	to the other side of the road.  Tyler steers there, too.

					    TYLER
			  I want to hear the truth.

					    JACK
			  Fuck my life.  Fuck fight club.  Fuck
			  you and fuck Marla.  I'm sick of
			  this.  How's that?

					    TYLER
			  Why do you think I blew up your condo?

					    JACK
			  What?

					    TYLER
			  Hitting bottom isn't a weekend
			  retreat!  It's not a seminar!  You
			  have to forget everything you know,
			  everything you think you know --
			  about life, about friendship, about
			  you and me.

	Nearing impact with the oncoming truck, Tyler takes his
	hands off the wheel -- Jack keeps his grip, turns the
	wheel... the car swerves...

	The truck ROARS past, spraying water, HORN BLASTING.

	Tyler looks at Jack, his hands in the air.  Jack looks at
	Tyler with dead eyes.

					    JACK
			  Okay, okay... fine...

	Jack takes his hands off the wheel, holds them in the air.
	Tyler studies Jack face, impressed.  Tyler makes no move to
	take the wheel.

	THROUGH THR WINDSHIELD: a STALLED CAR ahead on the side of
	the road, surrounded by flares.

	Jack and Tyler's eyes stay locked as the car drifts onto the
	shoulder... heading for the stalled car.  Their faces are
	illuminated by the light of the flares.  Tyler smiles.

	They SMASH into the stalled car -- AIRBAGS INFLATE!  The
	back of their car whips around and carries it into a ass-
	over-tea-kettle ROLL down a hill...

					    JACK (V.O.)
			  I'd never been in a car accident.
			  This must've been what all those
			  statistics felt like before I filed
			  them into my reports.

	The car finally hits the bottom, lying on its roof.

	EXT. OVERTURNED CAR

	Tyler crawls from the passenger side.  He walks around...
	opens the driver's side door and drags Jack out into the
	mud.  Ricky and the Mechanic climb out the broken rear
	window.  Tyler sits beside the stunned, wounded Jack.

					    TYLER
			  We just had a near-life experience.

	INT. JACK'S BEDROOM - LATE NIGHT

	Jack lies in bed, traumatized, eyes empty, staring at the
	ceiling.  Tyler sits in a nearby chair.

					    TYLER
			  In the world I see -- you're stalking
			  elk through the damp canyon forests
			  around the ruins of Rockefeller
			  Center.  You will wear leather
			  clothes that last you the rest of
			  your life.  You will climb the wrist-
			  thick kudzu vines that wrap the Sears
			  Tower.  You will see tiny figures
			  pounding corn and laying-strips of
			  venison on the empty car pool lane of
			  the ruins of a superhighway.

	Tyler stands, gives Jack's head a pat.

					    TYLER
				   (leaving)
			  Feel better, champ.

	INT. KITCHEN - MOMENTS LATER

	Jack sits at the table, sips coffee.  He's pale, dazed,
	seems broken.  He hears the faint SOUND of SAWING and
	HAMMERING, unsure of where it's coming from.

	Marla walks into the kitchen and goes straight to the
	counter.  Her back is to Jack as he looks at her.  She pours
	ccffee and lights a cigarette.  A beat of silence, then:

					    MARLA
			  I'll be out of your way in a sec.

	She seems to be as weak as Jack.

					    JACK
			  You... don't have to... leave.

					    MARLA
			  Whatever.

					    JACK
			  Really... I mean it.
				   (pause)
			  Have you been going to your groups?

					    MARLA
			  Chloe's dead.

					    JACK
			  When?

					    MARLA
			  Do you care?

					    JACK
			  I don't know.

					    MARLA
			  It was the smart move on her part.

	Marla turns to face Jack, a grim expression on her face.
	There's a BRUISE on her ARM.  Jack gets up, moves closer.

					    JACK
			  Why are we both... caught up like
			  this... with... ?

					    JACK (V.O.)
			  I came so close to saying Tyler's
			  name, I could feel it vibrate inside
			  my mouth.

	Marla looks a him, waiting.

					    JACK
			  I don't understand.  Why does a weak
			  person have to go out and find a
			  strong person... to hang onto?

					    MARLA
			  What do you get out of it?

	Faint SOUND of SAWING and HAMMERING.  Jack can't quite
	figure where it's coming from.

					    JACK
			  You hear that?

					    MARLA
			  Hear what?

					    JACK
			  That... sawing and hammering.

					    MARLA
			  Have we been talking too long?  Must
			  we change the subject?

	Jack turns -- through the crack of the open basement door,
	Tyler's staring at Jack from the bottom of the stairs.

					    TYLER
				   (harsh whisper)
			  You're not talking about me, are you?

	Jack reacts, turns back to Marla.

					    JACK
				   (to Marla and Tyler)
			  No.

					    MARLA
			  That day you came over to my place to
			  play doctor... what was going on
			  there?

					    TYLER
				   (still a whisper)
			  What are you talking about?

					    JACK
				   (to Marla and Tyler)
			  Nothing.

					    MARLA
			  Nothing?  I don't think so.

					    TYLER
				   (whisper)
			  This conversation...

					    JACK
			  This conversation...

					    TYLER
			  ... is over.

					    JACK
			  ... is over.

	Marla comes to touch Jack's hair.  Jack closes the basement
	door.  Marla sees the kiss-scar on Jack's hand, grabs his
	hand.  Jack tries to pull it back, but Marla keeps a grip.

					    MARLA
			  What is this?  Who did this?

					    JACK
			  ... A person.

					    MARLA
			  Guy or girl?

					    JACK
			  Why would you ask if it's a guy or a
			  girl?!

					    MARLA
			  Why would you get bent if I asked?

					    JACK
			  Let go of me...
				   (pulls his hand free)
			  Leave me alone.

					    MARLA
			  You're afraid to say.

	Marla backs away, closes her eyes, struggling with
	frustration.  She leaves out the back door, not looking back.

	Jack leans against the wall.  After a moment, he opens the
	basement door, heads downstairs...

	INT. BASEMENT STAIRCASE

	Tyler walks upstairs, passing as Jack continues down...

	INT. BASEMENT - CONTINUOUS

	Jack looks around.  TRIPLE-DECKER BUNKS clutter the
	basement, as many as can fit into the space.

					    JACK
				   (calling upstairs)
			  Tyler... ?  What's this for?

	From upstairs, the SOUND of the DOORBELL.

	INT. LIVING ROOM - MOMENTS LATER

	Jack opens the door.  Ricky stands on the porch, staring
	ahead in subordinate military style.  He's in black pants,
	black shirt, black shoes, holds a PAPER BAG, with an army
	surplus MATTRESS rolled-up at his feet.

					    JACK
			  Um... what can I do for you, Ricky?

	Tyler steps up beside Jack, looks Ricky over.

					    TYLER
			  You're too young.  Sorry.

					    JACK
			  Wait a minute...

	Tyler comes back inside, shuts the door.

					    JACK
			  "Too young?"

					    TYLER
			  If the applicant is young, we tell
			  him he's too young.  Old, too old.
			  Fat, too fat.

					    JACK
			  "Applicant?"

					    TYLER
			  If the applicant waits at the door
			  for three days without food, shelter
			  or encouragement, then he can enter
			  and begin training.

					    JACK
			  "Training?"  Tyler...

	EXT. PORCH - MOMENTS LATER

	Jack comes out, walks around Ricky, hands in his pockets,
	unsure.  Tyler watches, nods for Jack to go ahead.

					    JACK
			  Uh, look.  You're too... young to...
			  train here.  You should probably be
			  on you way.

	No response from Ricky, who remains at attention.  Jack goes
	back inside.  Tyler closes the door.

	EXT. PORCH - NIGHT

	Ricky remains at attention.  Jack bursts out with a BROOM,
	knocks the brown bag out of Ricky's hand, kicks it away.

					    JACK
			  Are you deaf?!  I told you to leave!
			  You will never get inside this house!

	EXT. PORCH - MORNING

	Ricky's still there.  Tyler comes out, friendly.

					    TYLER
			  Look, friend, I'm sorry for the
			  misunderstanding.  It's not the end
			  of the world.  Just go away.  You're
			  trespassing and I will call the
			  police.  Nothing personal.

	EXT. PORCH - NIGHT

	Ricky, same spot.  Jack bursts outside with the broom again.

					    JACK
			  You're never getting through this
			  door, you stupid little weasel!  Look
			  at me when I talk to you... !

	He WHACKS Ricky in the shoulder with the broom.

					    JACK
			  What is your major malfunction!?

	INT. JACK'S ROOM - CONTINUOUS

	At the window, Tyler sips coffee, watches this scene on the
	PORCH below.

					    JACK (V.O.)
			  Sooner or later, we all became what
			  Tyler wanted us to be.

	EXT. PORCH - MORNING

	Ricky's there.  Bob is now next to him, in black, with a
	paper bag in hand, mattress at his feet.  Tyler steps out.
	Jack stays in the doorway, locking eyes on Bob.  To all the
	following questions, Ricky answers "Sir!" --

					    TYLER
			  You have two black shirts?  Two pair
			  black trousers?  One pair black
			  boots?  Two pair black socks?  One
			  black coat?  Three hundred dollars
			  personal burial money?  Go inside.

	Ricky goes in.  Tyler turns to Bob.

					    TYLER
			  You're too old.  Sorry.  And, you're
			  too fat.  Nice seeing you.

	Bob looks genuinely hurt.  He picks up his mattress and
	starts away.  Tyler looks at Jack and rolls his eyes.  Jack
	follows Bob...

					    JACK
			  Bob... Bob, wait...
				   (leading Bob back)
			  Let me explain this to you...

	EXT. PORCH -- NIGHT

	CRICKETS CHIRP.  Bob stands at at rigid attention.

	INT. 2ND FLOOR LANDING - NIGHT

	Tyler and Jack stand in bathroom doorway, watching Ricky
	finish SHAVING off all of his HAIR.  Tyler comes to give the
	top of Ricky's head a sharp SLAP.

					    TYLER
			  A monkey, ready to be shot into
			  space.  A Space Monkey, ready to
			  sacrifice himself for Project Mayhem.

	From here on, all those with shaved heads: "SPACE MONKEYS."

	EXT. PORCH - DAY

	Jack looks out the window.  Bob stands motionless.  There's
	another "applicant," a SHORT GUY, beside Bob.  Ricky comes
	out the front door with the BROOM...

					    RICKY
				   (to Bob)
			  You're too fucking old, fatty!  We
			  don't want your kind here!
				   (to short guy)
			  You're too short.  Go away, stumpy!
			  Go back to the circus!

	Ricky HITS them with the broom, then goes in, SLAMS THE DOOR.

					    JACK (V.O.)
			  So it went...

	EXT. BACKYARD - DAY

	Tyler works with a HALF DOZEN SPACE MONKEYS, preparing the
	square of backyard.  They pull weeds, clear rocks; working
	with shovels, rakes, etc.  They cart away WHEELBARROWS of
	rocks and carry in SACKS of FERTILIZER.

					    JACK (V.O.)
			  Tyler built his army.

	IN THE KITCHEN WINDOW, Jack watches...

	INT. KITCHEN - CONTINUOUS

	Jack keeps watching out the window, eats toast.

					    JACK (V.O.)
			  To what purpose, might one ask?
			  Well, one might ask, if not for the
			  first rule of Project Mayhem.

	Jack turns to look around the kitchen.  THREE SPACE MONKEYS
	work -- one SCRUBBING the FLOOR, one WASHING DISHES, one
	SCRUBBING the walls.  Jack walks out.

					    JACK (V.O.)
			  In Tyler We Trust.

	INT. JACK'S ROOM - DAY

	Jack opens his eyes, awakening to sunlight thru the window.

					    JACK (V.O.)
			  And, then...

	INT. UPSTAIRS LANDING - DAY

	Jack slowly pushes open the door to Tyler's room...

					    JACK
			  Tyler...

	The room is empty.  Jack stares.

					    JACK (V.O.)
			  He was gone.

	INT. LIVING ROOM - DAY

	Jack comes downstairs... finds DOZENS of SPACE MONKEYS.

	INT.  KITCHEN - NIGHT

	Jack enters.  Space Monkeys render fat and make soap.  They
	pinch HERBS, adding them to the mix.  They add VODKA.  Off
	to the side, a couple Monkeys stir a vat of RICE.  On the
	wall is a big bulletin board with HUNDREDS of DRIVER's
	LICENSES; a sign above it: "HUMAN SACRIFICES."

					    FRECKLED SPACE MONKEY
			  "You are not a beautiful and unique
			  snowflake.  You are the same decaying
			  organic matter as everything else.
			  We are all part of the same compost
			  heap."

					    JACK (V.O.)
			  Planet Tyler.

	Jack dips a spoon into the rice, chomps on it irritatingly.

					    FRECKLED SPACE MONKEY
			  "We are the all-singing, all-dancing
			  crap of the world."

	Jack picks up a BOTTLE of VODKA.

					    JACK (V.O.)
			  I had to hug the walls, trapped
			  inside this clockwork of Space
			  Monkeys, cooking and working and
			  sleeping in teams.

	INT. READING ROOM - NIGHT

	Jack enters, vodka in hand.  TEN SPACE MONKEYS here, reading.

					    JACK (V.O.)
			  The house became a living thing, wet
			  inside from so many people sweating
			  and breathing.  So many people
			  moving, the house moved.

	Jack walks out.

	INT. OFFICE - DAY

	Jack enters.  Angel Face reads a book, marks on a chart.
	Space Monkeys shuffle PAPERS and NEWS CLIPPINGS.  Walls are
	lined with FILES, each labeled with a STREET ADDRESS, under
	SIGNS: "Mischief," "Disinformation," "Arson."

	Jack's eye lingers on "Arson." He starts flipping through
	a file.  Angel Face comes to take the file from him.

					    ANGEL FACE
			  That wouldn't interest you.

					    JACK
			  Where's Tyler?

					    ANGEL FACE
			  The first rule of Project --

					    JACK
			  Right, right.

	As Angel Face replaces the file, Jack notices -- a LYE-
	BURNED KISS-SCAR on the back of Angel Face's hand.

	EXT. BACK YARD - NIGHT

	Jack takes a swig of vodka, smokes.  In the BACKGROUND, a
	Space Monkey WHACKS an APPLICANT with a BROOM.  It's a
	ritual; no words.  Other Space Monkeys tend the garden.

					    JACK (V.O.)
			  I'm all alone.  I Am Jack's Broken
			  Heart.

	Jack drops his cigarette in the gravel, steps on it.  A
	Space Monkey immediately comes to clean it up.

					    JACK
			  Get away from me!

					    MARLA'S VOICE (O.S.)
			  Who are all these people?

	Jack turns, sees Marla with an overnight bag.

					    JACK
			  The Paper Street Soap Company.

					    MARLA
			  Can I come in?

					    JACK
			  He's not here.

					    MARLA
			  What?

					    JACK
			  He's not here!  Tyler's not here
			  anymore!  He's gone away!

	Marla stares at Jack, miserable.  A tear runs down her
	cheek.  She turns and walks away.  Jack watches her go.
	There's a LOUD COMMOTION from the house, VOICES SHOUTING.
	Jack heads to the back door...

	INT. KITCHEN - CONTINUOUS

	Jack enters.  Ricky crawls, bleeding from a gunshot wound to
	the LEG.  Space Monkeys begin a rudimentary job of treating
	the wound.  Other Space Monkeys carry in a DEAD BODY in
	BLACK CLOTHES and SKI MASK, putting it on the table.

					    JACK
			  What's going on?

	Space Monkeys stare at the body.  The Mechanic, sweating,
	gets to his knees and pulls the ski mask off the corpse --
	it's BOB, with a gunshot wound to the HEAD.

					    JACK
			  Bob... oh, Christ...

	Jack pushes past a Space Monkey, stares down, stricken...

					    JACK
			  What... what happened... ?

					    MECHANIC
				   (out of breath)
			  We were on assignment...

	EXT. SCULPTURE PARK - NIGHT (FLASHBACK)

	A SCULPTURE adorned with a giant GLOBE on top.

					    MECHANIC (V.O.)
			  We were supposed to kill two birds
			  with one stone:

	A SERIES of EXPLOSIONS blasts the GLOBE free.  It ROLLS...

					    MECHANIC (V.O.)
			  A piece of corporate art...

	The GLOBE ROLLS downhill, to the street -- rolling over one
	parked LUXURY CAR after another, crunching car roofs and
	causing windows to explode...

					    MECHANIC (V.O.)
			  ... and trash a trendy coffee bar.

	Then, the GLOBE arrives at the lobby of a HOTEL...
	BROADSIDES a limo, RICOCHETS... ROLLS directly into the
	front of a closed ARROSTO coffee bar, SMASHING windows...
	DECIMATING coffee push-pats...

	EXT. PARK - AERIAL VIEW - (FLASHBACK CONTINUOUS)

	Bob, the Mechanic and Ricky FLEE, LAUGHING at their
	handiwork.  They split up, running O.S.

					    MECHANIC (V.O.)
			  We had it all worked out, man.  It
			  went smooth... until...

					    HARSH VOICE
			  Police!  Freeze!

	O.S. SOUNDS of GUNSHOTS and FLASHES of MUZZLE FIRE.

	INT. KITCHEN - NIGHT - (RESUMING)

	The Mechanic looks up from Bob's corpse.

					    MECHANIC
			  They shot Bob... they shot him in the
			  head.  Those fuckers...

	Jack walks away from Bob's corpse, distraught, holds his
	head, turns to look back, his eyes filling with tears.

					    ANOTHER SPACE MONKEY
			  We gotta do something.

					    RICKY
			  We got to get rid of the evidence.
			  We have to get rid of this body.

					    ANGEL FACE
			  Bury him...

	Jack looks around in disbelief.

					    JACK
			  What... ?

					    ANGEL FACE
			  The garden.  Take him there.  Move,
			  people.  Let's do this!

	Several Space Monkeys gather around Bob's body.

					    JACK
			  No... !

	Space Monkeys stop.  Jack gets between them and Bob, SHOVES
	a few Space Monkeys back...

					    JACK
			  Get your hands off him!  Get off...!
			  What the hell do you think you're
			  doing... ? Evidence?!  This is a
			  man... !  You killed him!

					    ANGEL FACE
			  He was killed in action.

					    JACK
			  No!  Look at you!  You're... you're
			  running around in ski masks,
			  exploding things...

					    ANGEL FACE
			  He was killed serving Project Mayhem.

					    RICKY
			  It's what he would have wanted, sir.

					    JACK
			  What he wanted?  Look... look at him.
			  Look at him!  What does he want?
				   (wipes tears,
				    points at Bob)
			  This is a person.  This is not a cog
			  in your machine...

					    RICKY
			  But, this is Project Mayhem.

					    JACK
			  No, no.  This is a man -- this man
			  has a name...

					    RICKY
			  But, in Project Mayhem, we have no
			  names.

					    JACK
			  No!  Wrong!  This man's name is
			  Robert Paulson.

					    RICKY
			  Robert Paulson?

					    JACK
			  Robert Paulson is dead.  He's dead,
			  because of you...

					    MECHANIC
			  I understand.

	Everyone just stares at Jack.

					    MECHANIC
			  In death, a member of Project Mayhem
			  has a name.

					    JACK
			  No -- !

					    MECHANIC
			  His name is Robert Paulson.

					    RICKY
			  His name is Robert Paulson!

					    JACK
			  No!

					    ALL SPACE MONKEYS
			  His name is Robert Paulson!

					    JACK
			  Stop that -- !

					    ALL SPACE MONKEYS
				   (louder)
			  His name is Robert Paulson!  His name
			  is Robert Paulson...

	Jack backs away, surrounded, PUSHES his way out of the room.

	INT. TYLER'S ROOM - MOMENTS LATER

	Jack barges in, goes to the desk, rifling through drawers.
	He finds FLIGHT COUPONS, used and unused.  The used coupons.
	have the flight information, including the destination
	cities.  The PHONE RINGS.  Jack answers it...

					    JACK
			  Tyler?

					    DETECTIVE STERN'S VOICE
				   (from phone)
			  This is Detective Stern of the arson
			  unit.  I'd like to see you in my
			  office tomorrow morning...

	Jack, in a panic, HANGS UP.

	INSERT - AN AIRPLANE TAKES OFF...

	INT. PLANE CABIN - DAY

	Jack sits stiffly in a seat.

					    JACK (V.O.)
			  I went to the cities on Tyler's used
			  tickets stubs.

	INSERT - A SIGN: "LA GUARDIA INTERNATIONAL AIRPORT"

	EXT. AIRPORT - NIGHT

	Jack hurries from the terminal, runs to a TAXI ...

					    JACK (V.O.)
			  In every city, I branched out from
			  the airport to downtown, bar-
			  hopping...

	INT. TAXI - IN MOTION, MID-CITY - NIGHT

	Jack's looks out the window, intently watching buildings.

					    JACK (V.0.)
			  I didn't know how or why, but I could
			  look at fifty different bars, and
			  somehow I just knew...

					    JACK
				   (to driver, points)
			  Here.  Let me out, right here...

	INT. BAR - NIGHT

	Jack enters.  He sees several MALE PATRONS with FIGHT
	BRUISES.  Jack moves to the bar.  The BARTENDER has a broken
	arm and swollen face.

					    JACK
			  I'm looking for Tyler Durden.

					    BARTENDER
			  Never heard of him.

					    JACK
			  This is an emergency.  It's important
			  I find him.

					    BARTENDER
			  I wish I could help you... sir.

	The bartender WINKS at Jack.

	INSERT - AERIAL VIEW - ATLANTA SKYLINE - NIGHT

					    JACK (V.O.)
			  Every city I went to...

	INSERT - AERIAL VIEW - CHICAGO SKYLINE - DAY

					    JACK (V.0.)
			  ...as soon as I set foot off the
			  plane...

	INSERT - AERIAL VIEW - DALLAS SKYLINE - NIGHT

					    JACK (V.).)
			  ...I knew fight club was close.

	INT. AIRPORT TERMINAL - NIGHT

	Jack RUNS through the airport, lugging his suitcase.

					    JACK (V.O.)
			  Tyler was setting up franchises, all
			  over the country.

	INT. DRY CLEANERS - DAY

	The PROPRIETOR, his head bandaged, is confronted by Jack.

					    JACK
			  I need to know where Tyler is.  Can't
			  you help me?

					    BANDAGED PROPRIETOR
			  Sir, you're disturbing the other
			  patrons with your laudish behavior.

					    JACK
				   (pointing)
			  There's no one else here.

					    BANDAGED PROPRIETOR
			  I'm sorry, I haven't the faintest
			  idea what you're talking about.

					    JACK
			  Look at my face.  I'm a member.  I
			  just need to know if you've seen
			  Tyler Durden.

					    BANDAGED PROPRIETOR
			  I'm not disclosed to bespeak any such
			  information to you, nor would I, even
			  if I had said information you want,
			  at this juncture be able.

	Jack looks around, incredibly frustrated.

					    JACK
			   You are a moron.

					    BANDAGED PROPRIETOR
			   I'm afraid I have to insist you leave.

	Jack gives up, shoves his way out the door.

	INT. CITY BUS - DAY

	Jack sits on the bus, looking out the window.  The bus stops.

					    JACK (V.O.)
			  Under and behind and inside
			  everything I took for granted,
			  something horrible had been growing.

	OUT THE WINDOW, a CONSTRUCTION WORKER with a BROKEN NOSE
	works a jackhammer.  He stops, wipes his brow.

	INT. SPORTS BAR - DAY

	TVs show football.  Jack is seated with TWO BRUISED PATRONS.

					    BRUISED PATRON #1
			  No one's ever seen him.  No one knows
			  what he looks like.

					    BRUISED PATRON #2
			  He has facial reconstructive surgery
			  every three years.

					    JACK
			  That's the stupidest thing I've ever
			  heard.

					    BRUISED PATRON #1
			  Is it true about fight club in Miami?

					    BRUISED PATRON 12
			  Is Mr. Durden building an army?

					    JACK (V.O.)
			  Am I asleep... ?

	INT. AIRPLANE - NIGHT

	Jack sits awake.  Everyone around him is asleep.

					    JACK (V.O.)
			  Have I slept?  I'm not sure if Tyler
			  is my bad dream or if I'm Tyler's.

	EXT. MID-TOWN STREETS - DAY

	Jack steps off the sidewalk, hailing a TAXI...

	EXT. CITY ALLEY - DAY

	The alleyway's deserted.  Jack heaft to rusty CELLAR DOORS.
	He opens the doors, looks around, heads down stairs...

					    JACK (V.O.)
			  I was living in a state of perpetual
			  deja vu.

	INT. DANK BASEMENT - CONTINUOUS

	Jack enters this dark basement, walks ahead in the dim
	light.  The place is damp and empty.  Jack stops, looks down.

					    JACK (V.O.)
			  Everywhere I went, I felt I had
			  already been there.

	At his feet -- DRIED BLOOD on the concrete floor.

	INSERT - AERIAL VIEW - PHOENIX SKYLINE - DAY

	INT. ANOTHER BAR - DAY

	Jack walks in.  The place is empty.  He walks to a KITCHEN
	DOOR, opens it and peers in at... a GROUP of KITCHEN WORKERS
	solemnly stand in a circle, chanting...

					    KITCHEN WORKERS
			  His name is Robert Paulson.  His name
			  is Robert Paulson...

					    MAN'S VOICE (O.S.)
				   (from behind Jack)
			  Welcome back, sir.

	Jack whirls, startled -- facing the wounded BARTENDER, who
	wears a NECK BRACE, his nose a smashed eggplant.

					    WOUNDED BARTENDER
			  How have you been?

					    JACK
			  ... You know me?

					    WOUNDED BARTENDER
			  Is this a test, sir?

					    JACK
			  Yes... it's a test.

					    WOUNDED BARTENDER
			  You were in here last Thursday night.

					    JACK
			  What?

					    WOUNDED BARTENDER
			  You were standing right where you are
			  now, asking how good our security is.
			  It's tight as a drum.

					    JACK
			  Who do you think I am?

					    WOUNDED BARTENDER
			  Is this part of the test?

	Jack nods slowly.  The Bartender holds up his hand, shows
	the KISS SCAR on the back of his hand...

					    WOUNDED BARTENDER
			  You're the one who did this to me.
			  You're Mr. Durden, sir.  Tyler Durden.

					    JACK (V.O.)
			  Please return your seatbacks to their
			  full upright and locked position.

	INT. HOTEL ROOM - NIGHT

	Jack bursts inside, out of breath, runs to grab the phone,
	punches a number, doesn't bother to turn on the lamp.

	INTERCUT WITH...

	INT. MARLA'S ROOM - SAME

	Marla answers.

					    MARLA
			  Yeah?

					    JACK
			  Marla, it's me.  Have we... have we
			  ever had sex?

					    MARLA
			  What kind of stupid question is
			  that?!

					    JACK
			  Because the answer's "yes" or because
			  the answer's "no?"

					    MARLA
			  Is this a trick?

					    JACK
			  Will you just answer me, for
			  Christsake?!

					    MARLA
			  You mean, you want to know if I think
			  we were just having sex or making
			  love?

					    JACK
			  We did make love?

					    MARLA
			  Is that what you're calling it?

					    JACK
			  Answer the question!

					    MARLA
			  You fuck me, then snub me.  You love
			  me, you hate me.  You show me your
			  sensitive side, then you turn into a
			  total asshole!  Is that a pretty
			  accurate description of our
			  relationship, Tyler?

					    JACK (V.O.)
			  We've just lost cabin pressure.

					    JACK
			  What did you say... ?

					    MARLA
			  What is wrong with you?

					    JACK
			  Say my name.

					    MARLA
			  What... ?

					    JACK
			  Say my name!  What's my name!?

					    MARLA
			  Tyler Durden!  Tyler Durden, you
			  fucking freak.  What's going on?  I'm
			  coming over there...

					    JACK
			  Marla, no, wait...

	As Marla HANGS UP.  Jack stares at the receiver, dazed...

					    TYLER'S VOICE
			  We've got six fight clubs in Chicago
			  now...

	Jack spins, dropping the phone -- TYLER sits beside him.

					    TYLER
			  Four in Milwaukee.

					    JACK
			  What's this all about, Tyler?

					    TYLER
			  And, we're definitely filling a void
			  in the rural South.

					    JACK
			  Why do people think I'm you?

					    TYLER
			  You broke your promise.  You talked
			  to her about me.

					    JACK
			  Why do people think I'm Tyler Durden?

					    TYLER
			  Why did you do that?

					    JACK
			  Answer me, Tyler.

					    TYLER
			  Why do people think anything?

					    JACK
			  I don't know!  Tell me!

	Tyler shakes his head in disgust, extremely irritated.

					    TYLER
			  People think that you're me, because
			  you and I happen to share the same
			  body.

					    JACK
			  What... ?

					    TYLER
			  Is this really news to you?

					    JACK
			  What are you talking about... ?

					    TYLER
			  Sometimes I control it, and you
			  imagine yourself watching me...

	FLASHBACK - HALLWAY - NIGHT

	Commissioner Jacobs checks his tie in a mirror, goes to open
	the door of the MEN'S BATHROOM -- face to face with JACK.

	FLASHBACK - LOU'S BAR BASEMENT - NIGHT

	JACK stands surrounded by eager fight club MEMBERS, under
	the bare bulb, talking and behaving like Tyler...

					    JACK
			  The first rule of fight club is --
			  you don't talk about fight club.

	INT. HOTEL ROOM - RESUMING

					    TYLER
			  And, sometimes you control it...

	FLASHBACK - EXT. PAPER STREET HOUSE - DAY

	Jack stands in the yard, VODKA in hand, yells at Marla.

					    JACK
			  He's not here!  Tyler's not here
			  anymore!  He's gone away!

	INT. HOTEL ROOM - RESUMING

					    TYLER
			  You can see me and hear me, but no
			  one else can...

	FLASHBACK - CURBSIDE - NIGHT

	JACK sits alone on the curb, watching the nearby freeway.
	He talks to someone beside him, but nobody's there.

					    JACK
			  Anyone?
				   (thinks)
			  My boss, probably.
				   (pause)
			  Who would you fight?

	Jack listens, looks at the empty space beside him.

					    JACK
			  Oh, yeah.
				   (nodding)
			  I didn't really know my Dad...

	INT. HOTEL ROOM - RESUMING

					    TYLER
			  But, when you fall asleep, I do
			  things without you...

	FLASHBACK - TYLER'S BEDROOM - NIGHT

	JACK is on top of Marla, sweating, making violent love...

	INT. HOTEL ROOM - RESUMING

					    TYLER
			  I go places without you.  Get things
			  done...

	FLASHBACK - BUILDING - NIGHT

	The Parker Morris Building.

	JACK, Bob, Ricky, Angel Face and another GUY rappel down the
	side, SPRAYING PAINT.  JACK is "TYLER" in demeanor,
	mannerisms, speech...

					    JACK
				   (shouting)
			  You are not your job.  You are not
			  how much money you have in the bank.

	TWO WINDOWS SHATTER OUTWARD -- TWO MEN look out and yell:

					    BRUISED MAN #1
			  I am not my job!

					    BRUISED MAN #2
			  I am not how much money I have in the
			  bank!

	INT. HOTEL ROOM - RESUMING

	Jack's having trouble catching his breath.  Tyler stands.

					    TYLER
			  There!  Happy?  I asked for one thing
			  from you... one simple promise.  Now
			  look what you've done!

					    JACK
			  This isn't possible...

					    TYLER
			  We're going to have to do something
			  about Marla...

					    JACK
			  What... what are you saying?

					    TYLER
			  It's okay.  We okay... a little
			  codependent, sure, but...

	Jack shakes his head in disbelief, in denial...

					    JACK
			  No!  This isn't true.  We... we were
			  around other people, together, both
			  of us...

						    TYLER
			  You never talked to me in front of
			  anyone else.

					    JACK
			  Wrong, wrong -- what about the car
			  crash... the two guys in the backseat?

					    TYLER
			  What about them?  They're lunatics.

					    JACK
			  You took me to the house.

					    TYLER
			  The house is rented in your name.

					    JACK
			  You have jobs.

					    TYLER
			  Night jobs -- while you were sleeping.

					    JACK
			  What about Marla?

					    TYLER
			  What about Marla?

					    JACK
			  She's... you... you're fucking her.

					    TYLER
			  Um, well... technically, no.

	Jack stands, trying to absorb, feeling ill, trying to find
	words, then -- he suddenly FAINTS to the floor, OUT COLD.

					    JACK (V.O.)
			  It's called a "changeover."  The
			  movie goes on, and nobody in the
			  audience has any idea.

	INT. HOTEL ROOM - PRE-DAWN

	Jack's eyes snap open.  He sits up, alone.  He remembers the
	previous night... looks at himself in the mirror... looks at
	the clock -- 4:35am.

	INT. HALLWAY

	The room door SLAMS OPEN as Jack bursts out of the room,
	carrying his suitcase, SPRINTING for the STAIRWELL...

	INT. STAIRWELL

	Jack races down, three steps at a time, dragging his
	suitcase - BOOM, BOOM, BOOM - behind him...

	INT. LOBBY

	Jack hurries to the front door, his suitcase half-broken
	open, passing the front desk.  A DESK CLERK calls after him.

					    DESK CLERK
			  Sir... sir?  Are you checking out?

					    JACK
			  Yes.

	The clerk follows the length of the counter, waves a PAPER.

					    DESK CLERK
			  Please initial this list of phone
			  calls.

					    JACK
			  Bill me!

	Jack goes out the door, freezes.  He rushes back in, going
	to the desk -- snatches the bill, studies it: many NUMBERS.

					    JACK
			  Wait...when were these made?

					    DESK CLERK
			  It says right there, sir... between
			  two and three-thirty this morning.

	Jack looks at the clerk, at the bill, at the clerk.

					    JACK
			  I need a copy of this.

	INT. AIRPLANE CABIN - IN FLIGHT - DAY

	Jack stares out the window, his face set hard.

					    JACK (V.O.)
			  Had I been going to bed earlier every
			  night?  Have I been sleeping later?
			  Has Tyler been in charge longer and
			  longer?

	EXT. PAPER STREET - DAY

	A TAXI halts.  Jack leaps out, points to the GRUNGY CABBIE.

					    JACK
			  Wait here.

	INT. PAPER ST. HOUSE, LIVING ROOM/KITCHEN - MOMENTS LATER

	Jack walks in to find the place EMPTY and DESERTED.  He
	continues on into the KITCHEN, gawks at BATHTUBS and
	CANISTERS holding vast amounts of liquid.  There are HOSES,
	GAS MASKS, BEAKERS, TEST TUBES and PUMPS.

	He picks up a BOTTLE labeled "NITRIC ACID."

	INT. TYLER'S ROOM

	Jack sits by the PHONE, pulls out the HOTEL BILL, runs his
	finger up and down the list of PHONE NUMBERS...

					    JACK (V.O.)
			  Deja vu, all over again...

	Jack finger stops on a NUMBER.  He dials, phone to his ear.

					    VOICE
				   (from phone)
			  Eighteen-eighty-eight.

	Jack sees a file on the wall: "1888 CENTURY PARK EAST."

					    JACK
			  Who is this?

					    VOICE
			  Maintenance.

					    JACK
			  Listen, something is going to happen,
			  something terrible...

					    VOICE
			  Very good, Sir.

					    JACK
			  Excuse me?

					    VOICE
			  Don't worry about us, sir.  We're
			  solid.

					    JACK
			  Now wait, there's been a mix-up.
			  Everything's changed...

					    VOICE
			  You told me you'd say that.

					    JACK
			  Abort the plan.

					    VOICE
			  You told me you'd say that, too.

					    JACK
			  Did I tell you I'd call you a fascist
			  dickhead?!

					    VOICE
			  Well, sir, you said you might.

	Jack HANGS UP, desperately dials the next number on the bill.

					    DIFFERENT VOICE
				   (front phone)
			  Twenty-one-sixty.  Maintenance.

	Jack sees a file: "2160 PICO BOULEVARD."  He throws the
	phone, pocketing the bill.  He grabs up all the FILES.

	EXT. MARLA'S HOTEL - SUNSET

	Jack's TAXI halts.  Marla walks out of the lobby doors, sees
	Jack getting out of the cab, laden with files...

					    JACK
			  Marla!

	Marla makes a sharp turn, walking away.  Jack follows,
	hugging the files to his chest, catching up.

					    JACK
			  Marla...

					    MARLA
			  Your whacked-out, bald freaks hit me
			  with a fucking broom.  I thought they
			  were going to break my arm.

					    JACK
			  I'm sorry, I...

					    MARLA
			  The were burning their fingertips
			  with lye.  The stink was unbelievable.

					    JACK
			  Marla... I need to talk to you.  It's
			  going to take a tremendous act of
			  faith on your part for you to hear me
			  out.

					    MARLA
			  Here comes an avalanche of bullshit.

	Marla heads into a DINER.  Jack follows...

					    JACK
			  -- A little more faith than that.

	INT. DINER - MOMENTS LATER

	Marla sits in a BOOTH.  Jack sits across from her.

					    MARLA
			  I don't want to hear anything you've
			  got to say.

					    JACK
			  Give me a minute, Marla, alright...
			  just sixty seconds.

					    MARLA
			  Sixty seconds, then I'm out of here.

					    JACK
			  Absolutely, you have every right.  I
			  need you to do me a favor.

					    MARLA
			  I've done you enough favors.

	A WAITER with a BLACK EYE appears at the table.

					    WAITER
			  Sir!  Anything you order is free of
			  charge, sir.

					    MARLA
			  Why is it free of charge?

					    JACK
			  Because... I'm Tyler Durden.

					    MARLA
			  Then, I'll have the clam chowder...
			  fried chicken and a baked potato with
			  everything and a chocolate chiffon
			  pie.

	Jack look to the pass-through WINDOW into the kitchen where
	THREE COOKS look out with STITCHES in their faces.

					    JACK
			  Clean food, please.

					    WAITER
			  In that case, sir, may I advise
			  against the lady eating the clam
			  chowder?

					    JACK
			  Thanks, no clam chowder.  That's it.

	The waiter snaps to attention and leaves.

					    MARLA
			  You got about thirty seconds.

					    JACK
				   (takes a deep breath)
			  I know that I've been... unwell.  I
			  know it's been like there's two sides
			  to me.

					    MARLA
			  Two sides?  You're Dr. Jeckle and Mr.
			  Jackass.

					    JACK
			  I deserve that.  Anyway, I've... I've
			  only just realized

					    MARLA
			  What?

					    JACK
			  I mean, the depth and breadth of our
			  relationship has only recently been
			  illuminated for me.  I know this...
			  I know us hasn't been such a great
			  thing for you...

					    MARLA
			  Whatever.
				   (to waiter)
			  I'll take my food to go...

	Marla's getting up to go, but Jack rises, fed up, takes her
	by the arm, putting her back in her seat.

					    JACK
			  Sit down!  Sit down and give me my
			  last fifteen seconds without opening
			  your mouth!

	Marla crosses her arms.  Jack collects himself.

					    JACK
			  I'm trying to tell you -- and this is
			  where you have to trust me -- but, I
			  think your life might be in real
			  danger.

					    MARLA
			  What?

					    JACK
			  You have to get out of here.  Leave
			  as soon as possible.  Go to any rural
			  town, away from any major city...

					    MARLA
			  You are an insane person.

					    JACK
			  Marla...

					    MARLA
			  No, no, shut up!  I've had enough.
			  I tried, Tyler... I have tried...

	Marla's getting upset, tears coming to her eyes.

					    MARLA
			  There's a part of you I really like,
			  but I can't do this anymore.  I just
			  can't.  This is killing me...

					    JACK
			  I'm sorry, but I...

					    MARLA
			  What?!  You're sorry?  I don't
			  believe that for a minute.

	Marla gets up.  Jack grabs for her, but she's gone, heading
	for the door.  Jack gathers his files, runs to follow...

	EXT. DINER - MOMESTS LATER

	Jack pushes out the door, files under one arm, catching up...

					    JACK
			  I can't explain.  You wouldn't
			  believe me anyway.  I'm trying to
			  protect you...

	Jack grabs her arm, tries to hail a TAXI, but the taxi races
	past.  Marla pulls free, screaming at him...,

					    MARLA
			  Let go of me!

					    JACK
			  Do this for me, Marla.  Do this for
			  me, if you never do anything else...

	Jack spots a BUS idling further up the street.

					    MARLA
			  Leave me alone!  I don't ever want to
			  see you again!

					    JACK
			  Okay, if that's what it takes, you'll
			  never have to see me again.
				   (digs in his pocket)
			  Here... here...

	He pulls MONEY from his pocket, holding it out.

					    JACK
			  Take this money, get on this bus...
				   (pointing to bus)
			  Get on, and I promise you, I'll never
			  bother you again, if that's what you
			  want.  Please...

	Marla looks at Jack, numb.

					    MARLA
			  Tyler...

					    JACK
			  I'm begging you.  Get on the bus.
			  Get on the bus.

	Marla takes the money from Tyler, walks towards the bus.  As
	they approach it, Jack shields his eyes, afraid to look...

					    MARLA
			  Why are you doing this?

					    JACK
			  I can't let myself see where you're
			  going.  Go wherever it takes you,
			  remember... keep away from major
			  cities...

	Marla stands at the doors of the bus, heartbroken, gives one
	last look at Jack.

					    MARLA
				   (holds up the money)
			  I'm not paying this back.  I consider
			  it "asshole tax."

					    JACK
			  Yes, fine.  Just, get on.  Stay away
			  a couple of weeks, at least.

	Jack's still covering his eyes.  Marla gets on the bus.

					    MARLA
			  Tyler...

	Jack finally looks to her.

					    MARLA
			  You are the worst thing that ever
			  happened to me.

	DOORS HISS SHUT.  The BUS LEAVES, heading away.  Jack seems
	relieved.  Then, a SCREAM is HEARD from MARLA...

	Jack turns, looks... THROUGH THE BUS WINDOWS: the bus is
	filled with BALD MEN IN BLACK: Space Monkeys.

	Jack SPRINTS after the bus...

	The bus speeds away.  Onboard, Space Monkeys subdue Marla.

	Jack falls to the asphalt, rolls, files-flying.

					    JACK
			  Son of a bitch!

	INT. POLICE STATION - DAY

	Jack RUNS to the front desk, crazed, dumps the armload of
	files on the desk in front of the DESK SERGEANT...

					    JACK
				   (loudly)
			  I want you to arrest me.  I'm the
			  leader of a terrorist organization
			  responsible for acts of vandalism all
			  over the city.  Detective Stern in
			  arson knows who I am...

	INT. INTERROGATION ROOM - LATER

	Detective Stern and THREE DETECTIVES stand, staring at Jack,
	who's seated.  On the table are the phone bill and files.

					    JACK
			  There are probably several hundred
			  members in the metropolitan area.
			  Chapters are sprouting in at least
			  five other major cities.  They're
			  tightly-regimented, with many cells
			  capable of operating without a
			  central leader.  Check this address:
			  1537 Paper Street.  You'll find the
			  body of Robert Paulson buried in the
			  garden.  You'll also find numerous
			  tubs used to make gallons of
			  nitroglycerin.  The plan, I believe,
			  is to blow up these credit card
			  headquarters and the TRW building.

					    STERN
			  Why these buildings?

					    JACK
			  You are not your job.  You are not
			  how much money you have in the bank.

					    STERN
				   (to other detectives)
			  Keep him talking.

	Stern leaves.  A beat, then, the remaining Detectives smile
	at Jack with REVERENCE.

					    FLAT-TOP DETECTIVE
			  I really admire what you're doing.
			  You're a brave man to order this.

					    JACK
			  What?

					    REDHEAD DETECTIVE
			  You're a genius, sir.

	They grab Jack and force him on his back on the table.
	Flat-Top has a rubber band; the Bald Detective has a knife.

					    BALD DETECTIVE
			  You know the drill.  You said if
			  anyone ever tries to interfere with
			  Project Mayhem, even you, we got to
			  get his balls.

	Flat-Top PULLS Jack's pants completely off, tosses them
	aside.  Jack SCREAMS.  Flat-Top holds his legs.

					    FLAT-TOP
			  It's useless to fight.

					    REDHEAD
			  This is really a powerful gesture,
			  Mr. Durden.  It'll set quite an
			  example.

					    JACK
			  No... you're making a mistake!

					    FLAT-TOP
			  You told us you'd say that.

					    JACK
			  I'm not Tyler Durden!

					    BALDY
			  You told us you'd say that, too.

					    JACK
			  Okay, I am Tyler Durden and I'm
			  ordering you to abort the mission!

					    FLAT-TOP
			  You said you would definitely say
			  that.

					    BALDY
			  What's our best time for a "cut and
			  run?"

					    FLAT-TOP
			  Four minutes.

					    BALDY
			  Is somebody timing this?

					    REDHEAD
				   (looks at his watch)
			  Wait till the second hand gets to the
			  twelve.

	A KNOCK at the door.  Flat-Top slaps a hand over Jack's
	mouth.  He and Redhead block view of the table as Baldy
	opens the door a crack.  Stern mutters:

					    STERN
			  Some of this info checks out.  Let's
			  go to the place on Paper Street.

	Baldy glances back at the other Detectives, leaves, closing
	the door.  The two remaining Detectives continue.  Jack kicks
	and screams and writhes.  The Detectives wrangle him, but
	with more difficulty, now that Baldy's gone.

					    REDHEAD
				   (checking his watch)
			  Mr. Durden, you're going to fuck up
			  the time!

	Jack gets one leg free, KICKS, knocks Flat-top backwards --
	Flat-Top SLAMS the wall, falls.  Redhead lets go of one of
	Jack's arms, jams his elbow into Jack's throat... cutting
	off the airway.  Jack's face reddens... he's choking...

	Jack's free hand reaches, searching.. pulls Redhead's GUN
	and points it at him.  Redhead backs off. Jack gets up,
	gasping for air, PISTOL-WHIPS Flat-top as he rises.

	Jack grabs one of the files off the table.

	EXT. POLICE STATION - DAY

	Jack, without pants, in BOXER SHORTS, escapes out the BACK
	DOOR.  He looks at the ADDRESS on the file folder.

	EXT. STREET

	Jack SPRINTS down the middle of the street, gun in hand,
	looking like a complete madman.  Cars almost hit him.

	EXT. BANK BUILDING - LATER

	Jack, sweating and panting, stops, looks... then heads
	toward the BUILDING with the address "1888."

	EXT. 1888 LOBBY

	Jack tries the door.  Locked.  He lifts a cast iron bench,
	runs forward -- RAMS it into the glass.  The bench
	immediately recoils from the glass, SLAMS Jack's groin!
	Jack falls to his knees, doubled over, holding his package.
	Then, he rises, SHOOTS the glass...

	INT. 1888 LOBBY

	Jack pushes through the broken glass.  He sprints for the
	"PARKING" door...

	INT. GROUND LEVEL - PARKING

	Jack enters, looks -- NO CARS.  He bolts to the STAIRS...

	INT. TOP-LEVEL PARKING AREA - SEVENTH FLOOR

	Jack enters, heaving.  Again, NO CARS.  He moves from one
	SUPPORT POST to another, searching.  He finally spies,
	across the garage, NINE LARGE CANISTERS, heavily-WIRED.

	Jack runs to the BOMB, frantic.  He walks around it.
	There's a DIGITAL CLOCK, ticking down from "10:05"...

	Jack moves to pull the lid off one CANISTER, looks inside..

					    TYLER
			  Could be worse...

	Jack looks -- Tyler's seated, his back against one post.

					    TYLER
			  You could be standing under 37
			  stories of steel and concrete with a
			  150 gallons of nitroglycerin strapped
			  to the support... oh, maybe it
			  couldn't be...

					    JACK
				   (points at bomb)
			  You... you can't be serious about
			  this.

					    TYLER
			  What a ridiculous thing to say.

					    JACK
			  I can't let you...

					    TYLER
						...go through with this?
			  What are you going to do?

					    JACK
			  I'm going to...

					    TYLER
					  ...stop me?

					    JACK
			  I'm not going...

					    TYLER
					   ...to let this happen!

					    JACK
			  Stop finishing...

					    TYLER
					...your sentences!  They're
			  our sentences.  Get your mind around
			  that.

	Tyler gets up walks to Jack.

					    TYLER
			  What are you doing running through
			  the streets in your underpants?  We
			  both use that body.

					    JACK
			  Since when is Project Mayhem about
			  murder?

					    TYLER
			  The buildings were evacuated thirty
			  minutes ago.  Everything's proceeding
			  exactly as planned.

					    JACK
			  You don't know that.  There could
			  still be people inside.

	Tyler keeps walking around, crosses his arms.

					    TYLER
			  Maybe.  Maybe a couple of guys with
			  shaved heads couldn't synchronize
			  their watches.  Good riddance.

	Jack looks back to the BOMB, goes to it, wipes sweat off his
	face.  He starts finger the MANY WIRES, sorting them.

					    TYLER
			  I wouldn't be doing that.  Unless you
			  know which wires, in what order...

					    JACK
			  If you know, I know.

	Jack holds his gun under one armpit, uses both hands to go
	through the tangle of colored wires.

					    TYLER
			  Or... maybe I knew you'd know, so I
			  spent the whole day thinking about
			  the wrong ones.

	Jack chooses one wire, GREEN, holds it in his fingers.

					    JACK
			  If I'm wrong, we're both dead..

					    TYLER
			  This is not about martyrdom.

	Jack twists the GREEN WIRE around his finger.

					    JACK
			  I'm pulling the green wire.

					    TYLER
			  Green?  Did you say green?

	Tyler comes a little closer, leaning to try to get a look,
	seems genuinely concerned.

					    JACK
			  Yes...

					    TYLER
			  Don't pull the green wire.  Pull
			  anything but the green wire.

					    JACK
			  Fuck you.

					    TYLER
			  I'm serious.  That's the wrong one.

	Jack's unsure, swallowing, pulling the wire taunt, fingers
	trembling.  The SOUND of a VEHICLE is HEARD from below...

					    TYLER
			  Hear that?  Marla's here.  Just in
			  the nick of time, eh?

	Jack looks to Tyler.  Tyler points towards the SOUND...

					    TYLER
			  See for yourself.

	Jack releases the wire, walks to a RAILING, gun in hand,
	keeps an eye on Tyler.  Jack looks over the railing...

	BELOW, a BUS idles.  The doors open and MARLA'S dragged out,
	kicking and screaming, carried by SIX SPACE MONKEYS...

					    MARLA
			  You motherfuckers...

	They carry Marla into the BUILDING'S ENTRANCE.

	Jack leans against the railing, exhausted.

					    TYLER
			  I've got everything.  The bombs.  The
			  army.  I've got Marla.

					    JACK
			  Bob is dead, Tyler.  The police blew
			  a hole in his head.  Was that part of
			  your plan?

	Tyler thinks, shrugs.

					    TYLER
			  Bob was a grown man.  In any great
			  struggle, there will be casualties.
			  Wouldn't that be implicit in the
			  name?  Project "Mayhem."

					    JACK
			  Fuck your struggle.  I want out.

					    TYLER
			  You want out?

					    JACK
			  I quit.

					    TYLER
			  Not an option, for the most obvious
			  of reasons.  You need to get with the
			  program.
				   (looks at his watch)
			  Seven minutes.  Let's get out of here.

	Tyler's walks away.  Jack looks at the gun in his hand.  He
	points the gun at Tyler...

					    JACK
			  Tyler...

					    TYLER
				   (still walking away)
			  What?

					    JACK
				   (COCKS the gun)
			  Defuse the bomb.

	Tyler stops walking.

					    TYLER
			  Ask me nicely.

					    JACK
			  Defuse the bomb, please.

					    TYLER
			  Defuse the bomb?

					    JACK
			  Yes.

	Tyler strides towards the BOMB.  Jack trains the gun...

					    JACK
			  Please.

	Tyler looks at the BOMB, reaches over to it.  He grips the
	GREEN WIRE, yanks it out -- the CLOCK STOPS.

	Jack lowers his gun.

					    TYLER
			  I did that for you.  As a gesture.
			  Now, how fast can you run?  There are
			  ten other bombs, in ten other
			  buildings in the immediate area.  If
			  you're going to get them all, you
			  better get cracking.
				   (looks at watch)
			  Six minutes.  Green wires, remember.
			  I'll be upstairs.

	Jack's stunned.  Tyler walks across the parking garage, past
	Jack, heading for the STAIRS.

	Jack aims the gun at Tyler's back, FIRES!

	Tyler ducks to one side, impossibly quick, avoiding...

	Tyler spins to face Jack.

					    TYLER
			  Whoa!  What was that all about?

	Jack aims... FIRES!

	Tyler DODGES behind a post as the BULLET THROWS CONCRETE.

	Jack edges forward, gun held in both hands, moves around the
	post... Tyler is NOT THERE.  Jack turns, takes slow steps,
	moving the gun from side to side...

	Suddenly, a FIST ENTERS FRAME -- SLUGS Jack's face.

	Jack falls.  The gun goes CLATTERING across the floor...

	Jack turns, looking... Tyler's GONE.  Jack looks to the gun,
	scrambles to his feet, running to pick up the gun...

	Tyler KICKS Jack in the chest, sends Jack sprawling.

	Jack rolls, holding his chest.  He looks up, sees Tyler run
	into the STAIRWELL.  Jack grabs the gun and follows...

	INT. STAIRWELL

	Jack smashes the door open.  The stairwell's empty.  Jack
	RUNS up a flight of stairs, kicks open ANOTHER DOOR...

	INT. MAIN LOBBY

	Jack steps forward, gun up... TWO INTERLOCKED HANDS SLAM
	down onto his head.  Jack drops to the floor.

	Tyler backs away, laughing.  Jack gets to his feet, aims his
	gun...

					    TYLER
			  Fire at will.

	Jack clenches his teeth, FIRING -- nothing happens to Tyler.
	Jack FIRES TWICE -- no effect.  Tyler raises his arms.

					    TYLER
			  What did you expect?

	Jack charges.  Tyler dodges, PUNCHES, knocks the gun out of
	Jack's hand.  They FIGHT, trading PUNCHES, grappling, taking
	each other to the floor...

										    CUT TO:

	INT. SECURITY OFFICE - CONTINUOUS

	Banks of SECURITY MONITORS sit unmanned.

	ON ONE MONITOR: Jack is seen in the lobby, on the floor,
	alone, wrestling himself.  He swings his left hand up,
	punching empty air, then swings his right hand -- PUNCHING
	himself in the side of the head...

	INT. MAIN LOBBY

	Tyler and Jack fight viciously, bloodied.  Tyler manages to
	get his hands around Jack's throat, starts BANGING Jack's
	head against the floor...

	SECURITY MONITOR P.O.V.

	... Jack's got his hands around his own throat, BANGING his
	own head against the floor, over and over...

	INT. MAIN LOBBY

	Jack manages to break Tyler's grip, KICKS Tyler away.
	Tyler springs to his feet, RUNS, heading for a STAIRCASE.

	Jack gets up, breathing hard, holding his head, follows...

	ON THE STAIRS, Tyler reaches the LOFT LEVEL, above the
	lobby, disappears around a corner.  Jack's right behind,
	turning the corner -- Tyler's NOT THERE.

	Jack receives a SHARP SLAP on the back of the head.  He
	wheels.  Tyler isn't there.  A TAP on his shoulder.  Jack
	turns around -- WHAM! -- Tyler PUNCHES his face.  Jack falls
	against the loft railing.  Tyler comes forward, SWINGS...

	SECURITY MONITOR P.O.V.

	Jack PUNCHES himself square in the nose!

	INT. MAIN LOBBY

	Jack's dazed.  Tyler grabs Jack's shirt, pulls him forward,
	SWINGS HIM -- THROWS him DOWN THE STAIRS...

	Jack TUMBLES horribly down... HITS BOTTOM, striking his head
	on the floor.  Jack PASSES OUT...

										   FADE TO BLACK:

	INT. LARGE SOCIAL ROOM - TOP FLOOR

	CLOSE ON: Jack's head jerks back as he SNAPS AWAKE.  He
	looks around, trying to focus his eyes...

	JACK'S P.O.V. -- TRACKS in the sawdust of the floor, from
	where his body was dragged across to where he is how.

	CLOSE ON: Jack tries to comprehend.  He turns his head --
	TYLER'S HAND brings the GUN up, PUTS THE GUN IN JACK'S
	MOUTH.  Jack freezes, looks around with his eyes...

										    PULL BACK TO:

	Tyler is seated in Jack's lap.  Tyler holds the gun in
	Jack's mouth, his arm around him.  This huge room is being
	remodeled.  Tyler and Jack are seated near floor-to-ceiling
	windows affording a spectacular view of the CITY.

	Tyler looks at his watch.

					    TYLER
			  One minute.

					    JACK (V.O.)
			  I think this is about where we came
			  in.

					    TYLER
				   (looking out window)
			  This is the beginning.  We're at
			  ground zero.  Maybe you should say a
			  few words, to mark the occasion.

					    JACK
			  i... ann....iinn.. ff....nnyin...

	Jack tongues the barrel to the side of his mouth.

					    JACK
				   (still distorted)
			  I still can't think of anything.

	Tyler checks his watch.

					    TYLER
			  It's getting exciting now.

	Jack turns, so he can see down -- 31 STORIES.

					    TYLER
			  Look what we've accomplished.
				   (checks watch)
			  Thirty seconds.
				   (looks out windows)
			  Out these windows, we will view the
			  economic collapse.  One step closer
			  to global equilibrium.  I'm glad
			  you're here with me.

	Tyler watches the skyline, WHISTLES at tune, waiting.

					    JACK
				   (distorted)
			  Can't you call it off... ?

					    TYLER
			  It's out of our hands.
				   (looks at watch)
			  This is it.

					    JACK
			  Please...

					    TYLER
			  Fifteen seconds now.  Can you see
			  alright?  10... 9... 8....

	Tyler looks out the windows, at SURROUNDING BUILDINGS,
	excited.  Jack closes his eyes, despairing.

					    TYLER
			  5... 4... 3... 2...

	Out the window, the SKYLINE remains unchanged.  Nothing.  A
	long beat.  A very dark scowl comes over Tyler's face.

	Jack opens his eyes.  More waiting.  Tyler looks genuinely
	surprised, pissed-off.

					    TYLER
			  What the fuck -- ?

					    JACK
			  Paraffin.

					    TYLER
			  What?

					    JACK
				   (relieved)
			  Paraffin.  Your merry band mixed the
			  nitro with paraffin.  I saw it
			  floating in the bomb.
					    (more)

					    JACK (cont)
			  They must've run out of cotton and
			  Epsom salt.  Paraffin is iffy at best.

	Tyler rises, taking the gun from Jack's mouth, starts
	pacing.  Jack rubs his sore jowls, allows himself a smile.

					    TYLER
			  Damn it!  God-damn it...

					    JACK
			  Not exactly according to plan.

					    TYLER
			  Do we have to do everything
			  ourselves?!

	Tyler stops walking, lets out a sigh of disgust.  He reaches
	into his pocket, taking out a WALKIE TALKIE.

					    TYLER
				   (into WALKIE TALKIE)
			  ... Codename Rooster.  Passcode First
			  Strike...

	Jack's eyes go wide.

					    JACK
			  NO...

					    TYLER
				   (into WALKIE TALKIE)
			  Proceed with remote detonation.

	Jack leaps -- TACKLES Tyler.  The GUN is knocked away.  Jack
	STRIKES Tyler's face repeatedly with his elbow, scrambles
	off...

	Jack gets the gun, turns, pointing it.  Tyler's getting to
	his feet, sees the gun, annoyed.  Jack stands.

					    TYLER
			  Haven't we already done this?

	Jack SHOOTS TWICE.  Bullets pass right thorough Tyler.
	Tyler just rolls his eyes, drops the walkie-talkie to the
	floor and STOMPS on it, CRUSHING it.

					    JACK
				   (pointing)
			  How'd you do that?!  You're a fucking
			  figment of my imagination... you're
			  psychogenic fugue state...

					    TYLER
			  Fuck that, maybe you're my
			  hallucination.

	Jack falters, pointing at Tyler's feet.  There's no walkie-
	talkie there.  Jack looks down, sees the WALKIE-TALKIE
	CRUSHED under his own foot.

					    JACK
			  Oh... Christ...

	Jack holds his head, walks around, at his wit's end.

					    JACK
			  Why... why... why... ?

					    TYLER
			  Why what?

					    JACK
			  Why can't I get rid of you?  Why
			  can't I just wish you away?

					    TYLER
			  You need me.

					    JACK
			  No, no, I don't.
				   (pause)
			  I thank you, I really do.  Thank you,
			  but I don't need you anymore.

					    TYLER
			  Look, I can be selfish, I know that.
				   (pause)
			  I'm not blind to my own failings...

					    JACK
			  Noooo, please...

	Jack backs up against a window, numb and weary.

					    TYLER
			  From now on, we'll share Marla.
			  We've been spending too much time
			  apart...

					    JACK
			  ... no, no, no...

					    TYLER
			  No more running off without you.
			  From here on out, we do it together.

					    JACK
			  Why are you doing this?!

					    TYLER
			  I'm doing this for us.

					    JACK
			  Please understand... I've gotten all
			  I can from this, Tyler.

					    TYLER
				   (sullen)
			  If I leave, you will be right back
			  where I found you...

					    JACK
			  I swear on my life, I won't...

					    TYLER
			  You will.  You know you will.

	Jack stares at Tyler, tears welling up, hangs his head.  He
	looks at the gun in his hand...

					    TYLER
			  Can you live with that?

	Jack stares at the gun a long time... then...

	Jack brings the gun up, PUTS THE GUN IN HIS MOUTH.

	Tyler cocks his head.

					    TYLER
			  What are you doing?

					    JACK
			  What have you left for me?

					    TYLER
			  Why do you want to do that? Why do
			  you want to put that gun in your
			  mouth?

					    JACK
			  Not my mouth.  Our mouth.

	Tyler is calm.

					    TYLER
			  This is interesting.

	Tyler smiles in appreciation, slowly walks forward, stands
	very close to Jack.

					    TYLER
			  Why are you going with this, Ikea-
			  boy?

					    JACK
			  It's the only way to get rid of you...

	Jack COCKS the hammer on the gun.

					    TYLER
			  I can see you feel very strongly.  I
			  feel strongly too.
				   (pause)
			  Hey, you and me.
				   (pause)
			  Friends again?

	Their eyes are locked, unblinking.  Long silence.

					    JACK
			  Do something for me.

					    TYLER
			  What?

					    JACK
			  Appreciate something.

					    TYLER
			  What?

					    JACK
			  Look at me...

					    TYLER
			  What?

					    JACK
			  My eyes are open.

	EXTREME SLOW MOTION:

	Jack's finger squeezes the trigger...

	KABLAM! -- Jack's cheeks INFLATE with gas.  His eyes bulge.
	BLOOD flies out from his head.  The WINDOW behind him
	SHATTERS.  SMOKE wafts out of his mouth and tear ducts.

	RESUME NORMAL SPEED as the GLASS FALLS behind Jack...

	Tyler stands, in gunsmoke, eyes glazed, sniffs the air...

					    TYLER
			  What's that smell... ?

	Jack slumps to the floor... Tyler falls...

	Tyler hits the ground.  The back of TYLER'S HEAD is BLOWN
	OPEN, revealing blood, skull and brain.

	Suddenly, a GROUP of SPACE MONKEYS burst into the room,
	moving forward to Jack.  TYLER'S BODY IS GONE.

					    TALL SPACE MONKEY
			  Are you all right, sir... ?!

	Jack quakes, holding the side of his head; a ragged hole
	blown in his CHEEK.  He's bleeding hard, but he's alive.

					    JACK
			  I'm okay...

	Jack looks to the Space Monkeys, trying to get his eyes to
	see.  TWO SPACE MONKEYS enter with Marla.  One holds a gun
	to Marla as she struggles.

					    SHORT SPACE MONKEY
			  Are you sure?  You look terrible,
			  sir!  What's happened?

					    JACK
			  Everything's fine.

					    ANOTHER SPACE MONKEY
			  Sir, you look really awful!  Do you
			  need medical assistance?

	Jack sees Marla, tries to get to his feet, falls...

					    JACK
			  Bring the girl to me.  The rest of
			  you get out.  Now!

	The Monkeys bring Marla, releasing her, saluting.

					    MARLA
			  What happened... ?

					    JACK
			  Don't ask.

	Marla crouches, takes out wadded TISSUES and tries to apply.
	them to Jack's wound.  Space Monkeys are leaving, hesitantly.

					    JACK
			  Get to the rendezvous point.  Move it!

	Jack and Marla are left alone.

					    MARLA
			  My God, you're shot...

					    JACK
			  Yes.

	Jack tries to got up.  Marla helps him.

					    MARLA
			  Who did this to you?

					    JACK
			  I did, I think.  But, I'm okay... I'm
			  fine...

	MASSIVE EXPLOSION... the glass walls rattle...

	Jack and Marla look -- OUT THE WINDOWS: a BUILDING EXPLODES;
	collapsing upon itself.  Then, ANOTHER BUILDING IMPLODES
	into a massive cloud of dust.  Jack and Marla are
	silhouetted against the SKYLINE.  Jack looks to Marla,
	reaches to take her hand.

					    JACK
			  I'm sorry... you met me at a very
			  strange time in my life.

	Marla looks at him.  ANOTHER BUILDING IMPLODES and COLLAPSES
	inward... and ANOTHER BUILDING... and ANOTHER...

	The FILM SLOWS, then ADVANCES ONE FRAME at a TIME -- SHOWING
	SPROCKET HOLES on the SIDES.  EACH FRAME is an IMPLODING
	BUILDING -- then, ONE FRAME IS A PENIS.  Then, the IMPLODING
	BUILDING again.  SPEED UP the frames, LOSE the sprocket
	holes, RESUME NORMAL SPEED...

										   FADE TO BLACK:

									   end