

                            Quentin Tarantino's



                         R E S E R V O I R   D O G S

















       October 22, 1990



                               -----------------





       This movie is dedicated to these following sources of



       inspiration:





                               TIMOTHY CAREY



                                ROGER CORMAN



                                ANDRE DeTOTH



                                CHOW YUEN FAT



                               JEAN LUC GODDARD



                             JEAN PIERRE MELVILLE



                               LAWRENCE TIERNEY



                                 LIONEL WHITE



                             ---------------------



                                 RESERVOIR DOGS



1      INT. UNCLE BOB'S PANCAKE HOUSE - MORNING



       Eight men dressed in BLACK SUITS, sit around a table at a

       breakfast cafe.  They are MR. WHITE, MR. PINK, MR. BLUE,

       MR. BLONDE, MR. ORANGE, MR. BROWN, NICE GUY EDDIE CABOT,

       and the big boss, JOE CABOT.  Most are finished eating and

       are enjoying coffee and conversation.  Joe flips through a

       small address book.  Mr. Pink is telling a long and

       involved story about Madonna.



                              MR. BROWN 

                 "Like a Virgin" is all about a

                 girl who digs a guy with a big

                 dick.  The whole song is a

                 metaphor for big dicks.



                              MR. BLUE

                 No it's not.  It's about a girl

                 who is very vulnerable and she's

                 been fucked over a few times.

                 Then she meets some guy who's

                 really sensitive--



                              MR. BROWN

                 --Whoa...whoa...time out Greenbay.

                 Tell that bullshit to the

                 tourists.



                              JOE

                         (looking through his

                          address book)

                 Toby...who the fuck is Toby?

                 Toby...Toby...think...think...

                 think...



                              MR. BROWN

                 It's not about a nice girl who

                 meets a sensitive boy.  Now

                 granted that's what "True Blue" is

                 about, no argument about that.



                              MR. ORANGE

                 Which one is "True Blue?"



                              NICE GUY EDDIE

                 You don't remember "True Blue?"

                 That was a big ass hit for

                 Madonna.  Shit, I don't even

                 follow this Tops In Pops shit, and

                 I've at least heard of "True

                 Blue."



                              MR. ORANGE

                 Look, asshole, I didn't say I

                 ain't heard of it.  All I asked

                 was how does it go?  Excuse me

                 for not being the world's biggest

                 Madonna fan.



                              MR. PINK

                 I hate Madonna.



                              MR. BLUE

                 I like her early stuff.  You know,

                 "Lucky Star," "Borderline" - but

                 once she got into her "Papa Don't

                 Preach" phase, I don't know, I

                 tuned out.



                              MR. BROWN

                 Hey, fuck all that, I'm

                 making a point here.  You're gonna

                 make me lose my train

                 of thought.



                              JOE

                 Oh fuck, Toby's that little china

                 girl.



                              MR. WHITE

                 What's that?



                              JOE

                 I found this old address book in a

                 jacket I ain't worn in a coon's

                 age.  Toby what?  What the fuck

                 was her last name?



                              MR. BROWN

                 Where was I?



                              MR. ORANGE

                 You said "True Blue" was about a

                 nice girl who finds a sensitive

                 fella.  But "Like a Virgin" was a

                 metaphor for big dicks.



                              MR. BROWN

                 Let me tell ya what "Like a

                 Virgin"'s about.  It's about some

                 cooze who's a regular fuck

                 machine.

                 I mean all the time, morning, day,

                 night, afternoon, dick, dick,

                 dick, dick, dick,

                 dick, dick, dick, dick, dick,

                 dick.



                              MR. BLUE

                 How many dicks was that?



                              MR. WHITE

                 A lot.



                              MR. BROWN

                 Then one day she meets a John

                 Holmes motherfucker, and it's

                 like, whoa baby.  This mother

                 fucker's like Charles Bronson in

                 "The Great Escape."  He's diggin

                 tunnels.  Now she's gettin this

                 serious dick action, she's feelin

                 something she ain't felt since

                 forever.  Pain.



                              JOE

                 Chew?  Toby Chew?  No.



                              MR. BROWN

                 It hurts.  It hurts her.  It

                 shouldn't hurt.  Her pussy should

                 be Bubble-Yum by now.  But when

                 this cat fucks her, it hurts.  It

                 hurts like the first time.  The

                 pain is reminding a fuck machine

                 what is was like to be a virgin.

                 Hence, "Like a Virgin."



       The fellas crack up.



                              JOE

                 Wong?



                              MR. BROWN

                 Fuck you, wrong.  I'm right!  What

                 the fuck do you know about it

                 anyway?  You're still listening to

                 Jerry-fucking-Vale.



                              JOE

                 Not wrong, dumb ass, Wong!  You

                 know, like the Chinese name?



       Mr. White snatches the address book from Joe's hand.  They

       fight, but they're not really mad at each other.



                              MR. WHITE

                 Give me this fucking thing.



                              JOE

                 What the fuck do you think you're

                 doin?  Give me my book back!



                              MR. WHITE

                 I'm sick of fuckin hearin it Joe,

                 I'll give it back when we leave.



                              JOE

                 Whaddaya mean, give it to me when

                 we leave, give it back now.



                              MR. WHITE

                 For the past fifteen minutes now,

                 you've just been droning on with

                 names.  "Toby...Toby...Toby...

                 Toby Wong...Toby Wong...Toby

                 Chung...fuckin Charlie Chan."  I

                 got Madonna's big dick outta my

                 right ear, and Toby Jap I-don't-

                 know-what, outta my left.



                              JOE

                 What do you care?



                              MR. WHITE

                 When you're annoying as hell, I

                 care a lot.



                              JOE

                 Give me my book.



                              MR. WHITE

                 You gonna put it away?



                              JOE

                 I'm gonna do whatever I wanna do

                 with it.



                              MR. WHITE

                 Well, then, I'm afraid I'm gonna

                 have to keep it.



                              MR. BLONDE

                 Joe, you want me to shoot this 
                 
                 piece of shit for you?



                              MR. WHITE

                 Shit, you shoot me in a dream, you

                 better wake up and apologize.



                              NICE GUY EDDIE

                 Have you guys been listening to K-

                 BILLY's super sounds of the

                 seventies weekend?



                              MR. PINK

                 Yeah, it's fuckin great isn't it?



                              NICE GUY EDDIE

                 Can you believe the songs they

                 been playin?



                              MR. PINK

                 No, I can't.  You know what I

                 heard the other day?  "Heartbeat -

                 It's Lovebeat," by little Tony

                 DeFranco and the DeFranco Family.

                 I haven't heard that since I was

                 in fifth fuckin grade.



                              NICE GUY EDDIE

                 When I was coming down here, I was

                 playin it.  And "The Night the

                 Lights Went Out in Georgia" came

                 on.  Now I ain't heard that song

                 since it was big, but when it was

                 big, I heard it a million-

                 trillion times.  I'm listening to

                 it this morning, and this was the

                 first time I ever realized that

                 the lady singing the song, was the

                 one who killed Andy.



                              MR. BROWN

                 You didn't know Vicki Lawrence

                 killed the guy?



                              NICE GUY EDDIE

                 I thought the cheatin wife shot

                 Andy.



                              MR. BLONDE

                 They say it in the song.



                              NICE GUY EDDIE

                 I know, I heard it.  I musta zoned

                 out whenever that part came on

                 before.  I thought when she said

                 that little sister stuff, she was

                 talkin about her sister- in-law,

                 the cheatin wife.



                              JOE

                 No, she did it.  She killed the

                 cheatin wife, too.



                              MR. PINK

                 You know the part in "Gypsies,

                 Tramps and Theives," when she says

                 "Poppa woulda shot his if he knew

                 what he'd done?"  I could never

                 figure out what he did.



       The table laughs.  The WAITRESS comes over to the table.

       She has the check, and a pot of coffee.



                              WAITRESS

                 Can I get anybody more

                 coffee.



                              JOE

                 No, we're gonna be hittin it.

                 I'll take care of the check.



       She hands the bill to him.



                              WAITRESS

                 Here ya go.  Please pay at the

                 register, if you wouldn't mind.



                              JOE

                 Sure thing.



                              WAITRESS

                 You guys have a wonderful day.



       They all mutter equivalents.  She exits and Joe stands up.



                              JOE

                 I'll take care of this, you guys

                 leave the tip.

                         (to Mr. White)

                 And when I come back, I want my

                 book back.



                              MR. WHITE

                 Sorry, it's my book now.



                              JOE

                 Blonde, shoot this piece of shit,

                 will ya?



       Mr. Blonde shoots Mr. White with his finger.  Mr White

       acts shot.  Joe exits.



                              NICE GUY EDDIE

                Okay, everybody cough up green for

                the little lady.



       Everybody whips out a buck, and throws it on the table.

       Everybody, that is, except Mr. Pink.



                              NICE GUY EDDIE

                 C'mon, throw in a buck.



                              MR. PINK

                 Uh-uh.  I don't tip.



                              NICE GUY EDDIE

                 Whaddaya mean you don't tip?



                              MR. PINK

                 I don't believe in it.



                              NICE GUY EDDIE

                 You don't believe in tipping?



                              MR. BLONDE

                         (laughing)

                 I love this kid, he's a madman,

                 this guy.



                              MR. WHITE

                 Do you have any idea what these

                 ladies make?  They make shit.



                              MR. PINK

                 Don't give me that.  She don't

                 make enough money, she can quit.



       Everybody laughs.



                              NICE GUY EDDIE

                 I don't even know a Jew who'd have

                 the balls to say that.  So let's

                 get this straight. You never ever

                 tip?



                              MR. PINK

                 I don't tip because society says I

                 gotta.  I tip when somebody

                 deserves a tip.  When somebody

                 really puts forth an effort, they

                 deserve a little something extra.

                 But this tipping automatically,

                 that shit's for the birds.  As far

                 as I'm concerned, they're just

                 doin their job.



                              MR. BLUE

                 Our girl was nice.



                              MR. PINK

                 Our girl was okay.  She didn't do

                 anything special.



                              MR. BLUE

                 What's something special, take ya

                 in the kitchen and suck your dick?



       They all laugh.



                              NICE GUY EDDIE

                 I'd go over twelve percent for

                 that.



                              MR. PINK

                 Look, I ordered coffee.  Now we've

                 been here a long fuckin time, and

                 she's only filled my cup three

                 times.  When I order coffee,  I

                 want it filled six times.



                              MR. WHITE

                 What if she's too busy?



                              MR. PINK

                 The words "too busy" shouldn't be

                 in a waitress's vocabulary.



                              NICE GUY EDDIE

                 Excuse me, Mr. White, but the last

                 thing you need is another cup of

                 coffee.



       They all laugh.



                              MR. PINK

                 These ladies aren't starvin to

                 death.  They make minimum wage.

                 When I worked for minimum wage, I

                 wasn't lucky enough to have a job

                 that society deemed tipworthy.



                              NICE GUY EDDIE

                 Ahh, now we're getting down to it.

                 It's not just that he's a cheap

                 bastard--



                              MR. ORANGE

                 --It is that too--



                              NICE GUY EDDIE

                 --It is that too.  But it's also

                 he couldn't get a waiter job.  You

                 talk like a pissed off dishwasher:

                 "Fuck those cunts and their

                 fucking tips."



                              MR. BLUE

                 So you don't care that they're

                 counting on your tip to live?



       Mr. White rubs two of his fingers together.



                              MR. PINK

                 Do you know what this is?  It's

                 the world's smallest violin,

                 playing just for the waitresses.



                              MR. WHITE

                 You don't have any idea what

                 you're talking about.  These

                 people bust their ass. This

                 is a hard job.



                              MR. PINK

                 So's working at McDonald's, but

                 you don't feel the need to tip

                 them.  They're servin ya food, you

                 should tip em.  But no, society

                 says tip these guys over here, but

                 not those guys over there.  That's

                 bullshit.



                              MR. ORANGE

                 They work harder than the kids at

                 McDonald's.



                              MR. PINK

                 Oh yeah, I don't see them cleaning

                 fryers.



                              MR. BROWN

                 These people are taxed on the tips

                 they make.  When you stiff 'em,

                 you cost them money.



                              MR. WHITE

                 Waitressing is the number one

                 occupation for female non-college

                 graduates in this country.  It's

                 the one jab basically any woman

                 can get, and make a living on.

                 The reason is because of tips.



                              MR. PINK

                 Fuck all that.



       They all laugh.



                              MR. PINK

                 Hey, I'm very sorry that the

                 government taxes their tips.

                 That's fucked up.  But that ain't

                 my fault.  it would appear that

                 waitresses are just one of the

                 many groups the government fucks

                 in the ass on a regular basis.

                 You show me a paper says the

                 government shouldn't do that, I'll

                 sign it.  Put it to a vote, I'll

                 vote for it.  But what I won't do

                 is play ball.  And this non-

                 college bullshit you're telling

                 me, I got two words for that:

                 "Learn to fuckin type."  Cause if

                 you're expecting me to help out

                 with the rent, you're in for a big

                 fuckin surprise.



                              MR. ORANGE

                 He's convinced me.  Give me my

                 dollar back.



       Everybody laughs.  Joe's comes back to the table.



                              JOE

                 Okay ramblers, let's get to

                 rambling.  Wait a minute, who

                 didn't throw in?



                              MR. ORANGE

                 Mr. Pink.



                              JOE

                         (to Mr. Orange)

                 Mr. Pink?

                         (to Mr. Pink)

                 Why?



                              MR. ORANGE

                 He don't tip.



                              JOE

                         (to Mr. Orange)

                 He don't tip?

                         (to Mr. Pink)

                 You don't tip?  Why?



                              MR. ORANGE

                 He don't believe in it.



                              JOE

                         (to Mr. Orange)

                 He don't believe in it?

                         (to Mr. White)

                 You don't believe in it?



                              MR. ORANGE

                 Nope.



                              JOE

                         (to Mr. Orange)

                 Shut up!

                         (to Mr. Pink)

                 Cough up the buck, ya cheap

                 bastard, I paid for your goddamn

                 breakfast.



                              MR. PINK

                 Because you paid for the

                 breakfast, I'm gonna tip.

                 Normally I wouldn't.



                              JOE

                 Whatever.  Just throw in your

                 dollar, and let's move.

                         (to Mr. WHITE)

                 See what I'm dealing with here.

                 Infants.  I'm fuckin dealin with

                 infants.



       The eight men get up to leave.  Mr. White's waist is in

       the F.G.  As he buttons his coat, for a second we see he's

       carrying a gun.  They exit Uncle Bob's Pancake House,

       talking amongst themselves.





2      EXT. UNCLE BOB'S PANCAKE HOUSE - DAY



       CREDIT SEQUENCE:



       When the credit sequence is finished, we    FADE TO BLACK:



       Over the BLACK we hear the sound of SOMEONE SCREAMING in

       agony.



       Under the screaming, we hear the sound of a car HAULING

       ASS, through traffic.



       Over the screams and the traffic noise, we hear SOMEBODY

       ELSE SAY:



                              SOMEBODY ELSE (OS)

                 Just hold on buddy boy.



       Somebody stops screaming long enough to say:



                            SOMEBODY (OS)

                 I'm sorry.  I can't believe

                 she killed me.  Who would've

                 fuckin thought that?



                                                        CUT TO:



3      INT. GETAWAY GAR (MOVING) - DAY



       The Somebody screaming is Mr. Orange.  He lies in the

       backseat.  He's been SHOT in the stomach.  BLOOD covers

       both him and the backseat.



       Mr. White is the Somebody Else.  He's behind the wheel of

       the getaway car.  He's easily doing 80 mph, dodging in and

       out of traffic.  Though he's driving for his life, he

       keeps talking to his wounded passenger in the backseat.



       They are the only two in the car.



                              MR. WHITE

                 Hey, just cancel that shit right

                 now!  You're hurt.  You're hurt

                 really fucking bad, but you ain't

                 dying.



                              MR. ORANGE

                         (crying)

                 All this blood is scaring the shit

                 outta me.  I'm gonna die, I know

                 it.



                              MR. WHITE

                 Oh excuse me, I didn't realize you

                 had a degree in medicine.  Are you

                 a doctor?  Are you a doctor?

                 Answer me please, are you a

                 doctor?



                              MR. ORANGE

                 No, I'm not!



                              MR. WRITE

                 Ahhhh, so you admit you don't know

                 what you're talking about.  So if

                 you're through giving me your

                 amateur opinion, lie back and

                 listen to the news.  I'm taking

                 you back to the rendezvous, Joe's

                 gonna get you a doctor, the

                 doctor's gonna fix you up, and

                 you're gonna be okay.  Now say it:

                 you're gonna be okay.  Say it:

                 you're gonna be okay!



       Mr. Orange doesn't respond.  Mr. White starts pounding on

       the steering wheel.



                              MR. WHITE

                 Say-the-goddamn-words: you're

                 gonna be okay!



                              MR. ORANGE

                 I'm okay.



                              MR. WHITE

                         (softly)

                 Correct.



4      INT. WAREHOUSE - DAY



       The CAMERA does a 360 around an empty warehouse.  Then the

       door swings open, and Mr. White carries the bloody body of

       Mr. Orange inside.



       Mr. Orange still is MOANING loudly from his bullet hit.



       Mr. White lays him down upon a mattress on the floor.



                              MR. WHITE

                 Just hold on buddy boy.  Hold on,

                 and wait for Joe.  I can't do

                 anything for you, but when Joe

                 gets here, which should be anytime

                 now, he'll be able to help you.

                 We're just gonna sit here, and

                 wait for Joe.  Who are

                 we waiting for?



                              MR. ORANGE

                 Joe.



                              MR. WHITE

                 Bet your sweet ass we are.



       Mr. White gets up from over Mr. Orange and starts to prowl

       around the warehouse.



                              MR. ORANGE

                         (yelling)

                 Don't leave me!



       Mr White bends back over him and takes his hand.



                              MR. WHITE

                 I ain't going anywhere.  I'm right

                 here.  I'm not gonna leave ya.



                              MR. ORANGE

                 Larry, I'm so scared, would you

                 please hold me.



       Mr. White very gently embraces the bloody Mr. Orange.

       Cradling the young man, Mr. White whispers to him.



                              MR. WHITE

                         (whispering)

                 Go ahead and be scared, you've

                 been brave enough for one day.  I

                 want you to just relax now.

                 You're not gonna die, you're gonna

                 be fine.  When Joe gets here,

                 he'll make ya a hundred percent

                 again.



       Mr. White lays Mr. Orange back down on the mattress.  He's

       still holding his hand.  Mr. Orange looks up at his

       friend.



                              MR. ORANGE

                 Look, I don't wanna be a fly in

                 the ointment, but if help doesn't

                 come soon, I gotta see a doctor.

                 I don't give a fuck about jail, I

                 just don't wanna die.



                              MR. WHITE

                 You're not gonna fucking die, all

                 right?



                              MR. ORANGE

                 I wasn't born yesterday.  I'm

                 hurt, and I'm hurt bad.



                              MR. WHITE

                 It's not good...



                              MR. ORANGE

                 Hey, bless your heart for what

                 you're trying to do.  I was

                 panicking for a moment, but I've

                 got my senses back now.  The

                 situation is, I'm shot in the

                 belly.  And without medical

                 attention, I'm gonna die.



                              MR. WHITE

                 I can' take you to a hospital.



                              MR. ORANGE

                 Fuck jail!  I don't give a shit

                 about jail.  But I can't die.  You

                 don't have to take me in.  Just

                 drive me up to the front, drop me

                 on the sidewalk.  I'll take care

                 of myself.  I won't tell them

                 anything.  I swear to fucking god,

                 I won't tell 'em anything.  Look

                 in my eyes, look right in my eyes.

                         (Mr. White does)

                 I-won't-tell-them-anything.

                 You'll be safe.



                              MR. WHITE

                 Lie back down, and try to--



                              MR. ORANGE

                 I'm going to die!   I need a

                 doctor!  I'm begging you,

                 take me to a doctor.

       

       Mr. Orange lays his head back on the mattress.  Spent from

       his outburst, he quietly mutters to himself:



                              MR. ORANGE

                 Take me to a doctor, take me to a

                 doctor, please.



       Suddenly, the warehouse door BURSTS open and Mr.

       Pink steps inside.



                              MR. PINK

                 Was that a fucking set-up or what?



       Mr. Pink sees Mr. Orange on the floor, shot and bloody.



                              MR. PINK

                 Oh fuck, Orange got tagged.



       Throughout this scene, we hear Mr. Orange moaning.



                              MR. WHITE

                 Gun shot.



                              MR. PINK

                 Oh that's just fucking great!

                 Where's Brown?



                              MR. WHITE

                 Dead.



                              MR. PINK

                 Goddamn, goddamn!  How did he die?



                              MR. WHITE

                 How the fuck do you think?  The

                 cops shot him.



                              MR. PINK

                 Oh this is bad, this is so bad.

                     (referring to Mr. Orange)

                 Is it bad?



                              MR. WHITE

                 As opposed to good?



                              MR. PINK

                 This is so fucked up.  Somebody

                 fucked us big time.



                              MR. WHITE

                 You really think we were set up?



                              MR. PINK

                 You even doubt it?  I don't think

                 we got set up, I know we got set

                 up!  I mean really, seriously,

                 where did all those cops come

                 from, huh?  One minute they're not

                 there, the next minute

                 they're there.  I didn't hear any

                 sirens.  The alarm went off, okay.

                 Okay, when an alarm goes off, you

                 got an average of four minutes

                 response time.  Unless a patrol

                 car is cruising that street, at

                 that particular moment, you got

                 four minutes before they can

                 realistically respond.  In one

                 minute there were seventeen blue

                 boys out there.  All loaded for

                 bear, all knowing exactly what the

                 fuck they were doing, and they

                 were all just there!  Remember

                 that second wave that showed up in

                 the cars? Those were the ones

                 responding to the alarm.  but

                 those other motherfuckers were

                 already there, they were waiting

                 for us.

                         (pause)

                 You haven't thought about this?



                              MR. WHITE

                 I haven't had a chance to think.

                 First I was just trying to get the

                 fuck outta there.  And after we

                 got away, I've just been dealin

                 with him.



                              MR. PINK

                 Well, you better start thinking

                 about it.  Cause I, sure as fuck,

                 am thinking about it.  In fact,

                 that's all I'm thinking about.  I

                 came this close to just driving

                 off.  Whoever set us up, knows

                 about this place.  There could've

                 been cops sitting here waiting for

                 me.  For all we know, there's

                 cops, driving fast, on their way

                 here now.



                              MR. WHITE

                 Let's go in the other room...



       The camera creeps along a wall, coming to a corner.  We

       move past it, and see down a hall.



5      INT. BATHROOM HALLWAY - DAY



       At the end of the hall is a bathroom.  The bathroom door

       is partially closed, restricting our view.  Mr. Pink is

       obscured, but Mr. White is in view.



                              MR. PINK (OS)

                 What the fuck am I doing here?  I

                 felt funny about this job right

                 off.  As soon as I felt it I

                 should said "No thank you", and

                 walked.  But I never fucking

                 listen.  Every time I ever got

                 burned buying weed, I always knew

                 the guy wasn't right.  I just felt

                 it.  But I wanted to believe him.

                 If he's not lyin to me, and it

                 really is Thai stick, then whoa

                 baby.  But it's never Thai stick.

                 and I always said if I felt that

                 way about a job, I'd walk.  And I

                 did, and I didn't, because of

                 fuckin money!



                              MR. WHITE

                 What's done is done, I need you

                 cool.  Are you cool?



                              MR. PINK

                 I'm cool.



                              MR. WHITE

                 Splash some water on your face.

                 Take a breather.



       We hear the sink running, and Mr. Pink splashing water on

       his face.



                              MR. WHITE

                 I'm gonna get me my smokes.



       Mr White opens the bathroom door, walks down the hall, and

       OUT OF FRAME.  We see Mr. Pink, his back turned towards

       us, bent over the sink.  Then he grabs a towels, and dries

       his face.  Mr White ENTERS FRAME with a pack of

       Chesterfields in his hand.



                              MR. WHITE

                 Want a smoke?



                              MR. PINK

                 Why not?



       The two men light up.



                              MR. WHITE

                 Okay, let's go through what

                 happened.  We're in the place,

                 everything's going fine.  Then the

                 alarm gets tripped.  I turn around

                 and all these cops are outside.

                 You're right, it was like, bam!  I

                 blink my eyes are they're there.

                 Everybody starts going apeshit.

                 Then Mr. Blonde starts shootin all

                 the--



                              MR. PINK

                 --That's not correct.



                              MR. WHITE

                 What's wrong with it?



                              MR. PINK

                 The cops didn't show up after the

                 alarm went off.  They didn't show

                 till after Mr. Blonde started

                 shooting everyone.



                              MR. WHITE

                 As soon as I heard the alarm, I

                 saw the cops.



                              MR. PINK

                 I'm telling ya, it wasn't that

                 soon.  They didn't let their

                 presence be known until after Mr.

                 Blonde went off.  I'm not sayin

                 they weren't there, I'm sayin they

                 were there.  But they didn't move

                 in till Mr. Blonde became a

                 madman.  That's how I know we were

                 set up.  You can see that,

                 can't you, Mr. White?



                              MR. WHITE

                 Look, enough of this "Mr White"

                 shit--



                              MR. PINK

                 --Don't tell me your name, I don't

                 want to know!  I sure as hell

                 ain't gonna tell ya

                 mine.



                              MR. WHITE

                 You're right, this is bad.

                         (pause)

                 How did you get out?



                              MR. PINK

                 Shot my way out.  Everybody was

                 shooting, so I just blasted my way

                 outta there.



                                                        CUT TO:





6      EXT. CROWDED CITY STREET - DAY



       Mr. Pink is hauling ass down a busy city sidewalk.  He has

       a canvas bag with a shoulder strap in one hand, and a .357

       MAGNUM in the other.  If any BYSTANDERS get in his way, he

       just knocks them down.  We DOLLY at the same speed, right

       along side of him.



       FOUR POLICEMEN are running after Mr. Pink.  We DOLLY with

       them.



       We DOLLY with a young woman on roller skates.  ROLLERGIRL

       is plugged into a walkman.  We hear the song she's

       listening to LOUD over the SOUNDTRACK.  She's twirling and

       skating backwards to the beat of the song.



       Rollergirl turns a corner and COLLIDES with Mr. Pink.  The

       man and woman CRASH to the ground.



       Mr. Pink rolls into the street, in front of a moving car

       that SCREECHES to a stop, narrowly avoiding running over

       him.





7      INT. CAR (STOPPED) - DAY



       The CAMERA is in the backseat. A SHOCKED WOMAN is the

       car's driver.  Mr. Pink pulls himself up from the hood,

       shakes it off, and points his magnum at the driver.



                              MR. PINK

                 Get outta the car!  Get the fuck

                 outta the car!



       The Shocked Woman starts screaming.



       Mr. Pink tries to open the driver's side door, but it's

       locked.



                              MR. PINK

                 Open the fucking door!



       EXTREME C.U. DRIVER'S SIDE WINDOW



       Mr. Pink SMASHES it in our face.





8      EXT. STREET - DAY



       DOLLY with Cops coming up fast.



       Mr. Pink DRAGS the Shocked Woman out of the car.



       The Cops reach the corner, guns aimed.



       Using the car as a shield, Mr. Pink FIRES three shots at

       the Cops.



       Everybody HITS the ground, or scatters.



       Mr. Pink HOPS in the car.



       Cops FIRE.





9      INT. CAR (MOVING) - DAY



       CAMERA in the backseat, Mr. Pink FLOORS it.  SPEEDING down

       the street, with the Cops FIRING after him.



                                                        BACK TO:





10     INT. BATHROOM - DAY



       Mr. Pink and Mr. White still talking in the bathroom.



                              MR. PINK

                 Tagged a couple of cops.  Did you

                 kill anybody?



                              MR. WHITE

                 A few cops.



                              MR. PINK

                 No real people?



                              MR. WHITE

                 Uh-uh, just cops.



                              MR. PINK

                 Could you believe Mr. Blonde?



                              MR. WHITE

                 That was one of the most insane

                 fucking things I've ever seen.

                 Why the fuck would Joe hire

                 somebody like that?



                              MR. PINK

                 I don't wanna kill anybody.  But

                 if I gotta get out that door, and

                 you're standing in my way, one way

                 of the other, you're gettin outta

                 my way.



                              MR. WHITE

                 That's the way I look at it.  A

                 choice between doin ten years, and

                 takin out some stupid

                 motherfucker, ain't no choice at

                 all.  But I ain't no madman

                 either.  What the fuck was Joe

                 thinkin?  You can't work with a

                 guy like that.  That mother-

                 fucker's unstable.  He's a sick
                 
                 fuckin maniac.  We're awful 
                 
                 goddamn lucky he didn't tag us, when

                 he shot up the place.  I came this

                 fucking close--

                         (hold up two fingers

                          and makes a tiny

                          space between them)

                 --to taking his ass out myself.

                 			MR. PINK
                 
                 Everybody panics.  When things get

                 tense, everybody panics.

                 Everybody.  I don't care what your

                 name is, you can't help it.  It's

                 human nature.  But ya panic on the

                 inside.

                 Ya panic in your head.  Ya give

                 yourself a couple a seconds of

                 panic, then you get a grip and

                 deal with the situation.  What you

                 don't do, is shoot up the place

                 and kill everybody.



                              MR. WHITE

                 What you're supposed to do is act

                 like a fuckin professional.  A

                 psychopath is not a professional.

                 You can't work with a psychopath,

                 'cause ya don't know what those

                 sick assholes are gonna do next.

                 I mean, Jesus Christ, how old do

                 you think that black girl was?

                 Twenty, maybe twenty-one?



                              MR. PINK

                 Did ya see what happened to

                 anybody else?



                              MR. WHITE

                 Me and Mr. Orange jumped in the

                 car and Mr. Brown floored it.

                 After that, I don't know what went

                 down.



                              MR. PINK

                 At that point it became every man

                 for himself.  As far as Mr. Blonde

                 or Mr. Blue are concerned, I ain't

                 got the foggiest.  Once

                 I got out, I never looked back.



                              MR. WHITE

                 What do you think?



                              MR. PINK

                 What do I think?  I think the cops

                 caught them, or killed 'em.



                              MR. WHITE

                 Not even a chance they punched

                 through?  You found a hole.



                              MR. PINK

                 Yeah, and that was a fucking

                 miracle.  But if they did get

                 away, where the fuck are they?



                              MR. WHITE

                 You don't think it's possible, one

                 of them got ahold of the diamonds

                 and pulled a--



                              MR. PINK

                 Nope.



                              MR. WHITE

                 How can you be so sure?



                              MR. PINK

                 I got the diamonds.



                              MR. WHITE

                 Where?



                              MR. PINK

                 I got 'em, all right?



                              MR. WHITE

                 Where?  Are they out in the car?



                              MR. PINK

                 No, they're not in the car.  No, I

                 don't have them on me.  Ya wanna

                 go with me and get 'em?  Yes, we

                 can go right now.  But first

                 listen to what I'm telling you.

                 We were fuckin set up!  Somebody

                 is in league with the cops.  We

                 got a Judas in our midst.  And I'm

                 thinkin we should have our fuckin

                 heads examined for waiting around

                 here.



                              MR. WHITE

                 That was the plan, we meet here.



                              MR. PINK

                 Then where is everybody?  I say

                 the plan became null and void once

                 we found out we got a rat in the

                 house.  We ain't got the slightest

                 fuckin idea what happened to Mr.

                 Blonde or Mr. Blue.  They could

                 both be dead

                 or arrested.  They could be

                 sweatin 'em, down at the station

                 house right now.  Yeah they don't

                 know the names, but they can sing

                 about this place.

                 I mean, that could be happening

                 right now.  As we speak, the cops

                 could be in their cars, drivin

                 here this minute.



                              MR. WHITE

                 I swear to god I'm fuckin jinxed.



                              MR. PINK

                 What?



                              MR. WHITE

                 Two jobs back, it was a four man

                 job, we discovered one of the team

                 was an undercover cop.



                              MR. PINK

                 No shit?



                              MR. WHITE

                 Thank god, we discovered in time.

                 We hadda forget the whole fuckin

                 thing.  Just walked away from it.



                              MR. PINK

                 So who's the rat this time?  Mr.

                 Blue?  Mr. Blonde?  Joe?  It's

                 Joe's show, he set this whole

                 thing up.  Maybe he set it up to

                 set it up.



                              MR. WHITE

                 I don't buy it.  Me and Joe go

                 back a long time.  I can tell ya

                 straight up, Joe definitely didn't

                 have anything to do with this

                 bullshit.



                              MR. PINK

                 Oh, you and Joe go back a long

                 time.  I known Joe since I was a

                 kid.  But me saying Joe definitely

                 couldn't have done it is

                 ridiculous.  I can say I

                 definitely didn't do it, cause I

                 know what I did or didn't do.  But

                 I can't definitely say that about

                 anybody else, 'cause I don't

                 definitely know.  For all I know,

                 you're the rat.



                              MR. WHITE

                 For all I know, you're the fuckin rat.



                              MR. PINK

                 Now you're using your head. For

                 all we know, he's the rat.



       Mr. Pink points OFFSCREEN to Mr. Orange.  Mr. White's

       expression changes.



                              MR. WHITE

                 Jesus Christ!





11     INT. WAREHOUSE - DAY



       They run over to Mr. Orange, who's unconscious.  The

       CAMERA hovers over the action.  Mr. Pink reaches him

       first.



                              MR. PINK

                 Is he dead?



       Mr. White pushes him out of the way.  He feels the pulse

       on Mr. Orange's neck.



                              MR. PINK

                 So, is he dead or what?



                              MR. WHITE

                 He ain't dead.



                              MR. PINK

                 So what is it?



                              MR. WHITE

                 I think he's just passed out.



                              MR. PINK

                 He scared the fuckin shit outta

                 me.  I thought he was dead fer

                 sure.



       Mr. White stands up and walks over to a table.



                              MR. WHITE

                 He will be dead fer sure, if we

                 don't get him to a hospital.



                              MR. PINK

                 We can't take him to a hospital.



                              MR. WHITE

                 Without medical attention, this

                 man won't live through the night.

                 That bullet in his belly is my

                 fault.  Now while that might not

                 mean jack shit to you, it means a

                 helluva lot to me.  And I'm not

                 gonna just sit around and watch

                 him die.



                              MR. PINK

                 Well, first things first, staying

                 here's goofy.  We gotta book up.



                              MR. WHITE

                 So what do you suggest, we go to a

                 hotel?  We got a guy who's shot in

                 the belly, he can't walk, he

                 bleeds like a stuck pig, and when

                 he's awake, he screams in pain.



                              MR. PINK

                 You gotta idea, spit it out.



                              MR. WHITE

                 Joe could help him.  If we can get

                 in touch with Joe, Joe could get

                 him to a doctor, Joe could get a

                 doctor to come and see him.



       During Mr. Pink's dialog, we slowly ZOOM in to a 

       C.U. of Mr. White.



                              MR. PINK (OS)

                 Assuming we can trust Joe, how we

                 gonna get in touch with him?  He's

                 supposed to be here, but he ain't,

                 which is making me nervous about

                 being here.  Even if Joe is

                 on the up and up, he's probably

                 not gonna be that happy with us.

                 Joe planned a robbery, but he's

                 got a blood bath on his hands now.

                 Dead cops, dead robbers, dead

                 civilians...Jesus Christ!  I tend

                 to doubt he's gonna have a lot of

                 sympathy for our plight.  If I was

                 him, I'd try and put as much

                 distance between me and this mess

                 an humanly possible.



                              MR. WHITE

                 Before you got here, Mr. Orange

                 was askin me to take him to a

                 hospital.  Now I don't like

                 turning him over to the cops, but

                 if we don't, he's dead.  He begged

                 me to do it.  I told him to hold

                 off till Joe got here.



                              MR. PINK (OS)

                 Well Joe ain't gettin here.  We're

                 on our own.  Now, I don't know a

                 goddamn body who can help him, so

                 if you know somebody, call 'em.



                              MR. WHITE

                 I don't know anybody.



                              MR. PINK (OS)

                 Well, I guess we drop him off at

                 the hospital.  Since he don't know

                 nothin about us, I say it's his

                 decision.





       MR. WHITE'S POV:



       C.U. OF MR. PINK.



                              MR. WHITE (OS)

                 Well, he knows a little about me.



                              MR. PINK

                 You didn't tell him your name, did

                 ya?



                              MR. WHITE (OS)

                 I told him my first name, and

                 where I'm from.



       There is a long silence and a blank look from Mr. Pink,

       then he SCREAMS:



                              MR. PINK

                 Why!



                              MR. WHITE (OS)

                 I told him where I was from a few

                 days ago.  It was just a casual

                 conversation.



                              MR. PINK

                 And what was tellin him your name

                 when you weren't supposed to?



                              MR. WHITE (OS)

                 He asked.



       Mr. Pink looks at Mr. White like he's retarded.



                              MR. WHITE (OS)

                 We had just gotten away from the

                 cops.  He just got shot.  It was

                 my fuckin fault he got shot.  He's

                 a fuckin bloody mess - he's

                 screaming.  I swear to god, I

                 thought we was gonna die right

                 then and there.  I'm tryin to

                 comfort him, telling him not to

                 worry, he's gonna be okay, I'm

                 gonna take care of him.  And he

                 asked me what my name was.  I

                 mean, the man was dyin in my arms.

                 What the fuck was I supposed to

                 tell him, "Sorry, I can't give out

                 that information, it's against the

                 rules.  I don't trust you

                 enough."?  Maybe I shoulda, but I

                 couldn't.



                              MR. PINK

                 Oh, I don't doubt is was quite

                 beautiful--



                              MR. WHITE (OS)

                 Don't fuckin patronize me.



                              MR. PINK

                 One question: Do they have a sheet

                 on you, where you told him you're

                 from?



                              MR. WHITE (OS)

                 Of course.



                              MR. PINK

                 Well that's that, then.  I mean, I

                 was worried about mug shot

                 possibilities already.  But now he

                 knows: (a) what you look like, (b)

                 what your first name is,

                 (i) where you're from and (d) what

                 your specialty is.

                 They ain't gonna hafta show him a

                 helluva lot of pictures for him to

                 pick you out.  That's it right,

                 you didn't tell him anything else

                 that could narrow down the

                 selection?



                              MR. WHITE (OS)

                 If I have to tell you again to

                 back off, me an you are gonna go

                 round and round.



       Mr. Pink walks out of the C.U. and turns his back on Mr.

       White.  Mr. White's POV PANS over to him.



                              MR. PINK

                 We ain't taking him to a hospital.



                              MR. WHITE (OS)

                 If we don't, he'll die.



                              MR. PINK

                 And I'm very sad about that.  But

                 some fellas are lucky, and some

                 ain't.



                              MR. WHITE (OS)

                 That fuckin did it!



       Mr. White's POV CHARGES toward Mr. Pink.



       Mr. Pink turns toward him in time to get PUNCHED hard in

       the mouth.



       END OF POV



       Mr. White and Mr. Pink have a very ungraceful and

       realistic fight.  They go at each other like a couple of

       alley cats.



       As Mr. White SWINGS and PUNCHES, he SCREAMS:



                               MR. WHITE



                 You little motherfucker!



       Mr. Pink YELLS as he HITS:



                              MR. PINK

                 Ya wanna fuck with me?!  You wanna

                 fuck with me?!  I'll show you who

                 you're fuckin with!



       The two men end up on the floor KICKING and SCRATCHING.



       Mr. White gets Mr. Pink in a HEADLOCK.



       Mr. Pink reaches in his jacket for his gun, and pulls it

       out.



       Mr. White sees this, immediately lets go of Mr. Pink,

       and goes for his own weapon.



       The two men are on the floor, on their knees, with their

       guns outstretched, aiming at one another.



                              MR. WHITE

                 You wanna shoot me, you little

                 piece of shit?  Take a shot!



                              MR. PINK

                 Fuck you, White!  I didn't create

                 this situation,  I'm just dealin

                 with it.  You're acting like a

                 first-year fuckin thief.  I'm

                 actin like a professional.  They

                 get him, they can get you, they

                 get you, they get closer to me,

                 and that can't happen.  And you,

                 you motherfucker, are looking at

                 me like it's my fault.  I didn't

                 tell him my name.  I didn't tell

                 him where I was from.  I didn't

                 tell him what I knew better than

                 to tell him.  Fuck, fifteen

                 minutes ago, you almost told me

                 your name.  You, buddy, are stuck

                 in a situation you created.  So if

                 you wanna throw bad looks

                 somewhere, throw 'em at a mirror.



       Mr. Pink lowers his gun and walks towards White.



                              MR. PINK

                 So if you wanna shoot somebody,

                 put that gun in your mouth and

                 shoot yourself.



       Then from OFF SCREEN we hear:



                              VOICE (OS)

                 You kids don't play so rough.

                 Somebody's gonna start crying.





12     INT. WAREHOUSE - DAY - MEDIUM C.U. ON MR. BLONDE



       The Voice belongs to the infamous Mr. Blonde.



       Mr. Blonde sits on a counter, drinking a fast food coke

       and eating a hot dog.



                              MR. PINK

                 Mr. Blonde!  You okay?  We thought

                 you might've gotten caught.  What

                 happened?



       Mr. Blonde doesn't answer, he just hops off the counter

       and starts walking around the warehouse, checking the

       place out.



       He doesn't look at either Mr. Pink or Mr. White, he

       just eats his hot dog and sips his coke.



       This is making Pink and White nervous as hell.  But Mr.

       Pink tries to talk through it.



       We HANDHOLD follow Mr. Blonde around the warehouse.



                              MR. PINK

                 Really, how did you get away?



       Mr. Blonde walks the loft.  Silent.



                              MR. PINK

                 You saw what happened to me,

                 I found a hole and booked.



       Silence.



                              MR. PINK

                 Where's Mr. Blue?



       Blonde looks in the bathroom.



                              MR. PINK

                 We were hopin you two would be

                 together.



       Blonde looks out the window.



                              MR. PINK

                 That was the big question we had,

                 what happened to Mr.

                 Blue and you?



       Blonde walks away from the window.



                              MR. PINK

                 We were worried the cops got ya.



       Blonde bends down over Mr. Orange.



                              MR. PINK

                 He got it in the belly.  He's

                 still alive, but won't be for

                 long.



                              MR. WHITE

                 Enough!  You better start talkin

                 to us, asshole, cause we got shit

                 we need to talk about.  We're

                 already freaked out, we need you

                 actin freaky like we need a fuckin

                 bag on our hip.



       Mr. Blonde looks at his two partners in crime, then moves

       towards them.



                              MR. BLONDE

                 So, talk.



                              MR. WHITE

                 We think we got a rat in the

                 house.



                              MR. PINK

                 I guarantee we got a rat in the

                 house.



                              MR. BLONDE

                 What would ever make you think

                 that?



                              MR. WHITE

                 Is that supposed to be funny?



                              MR. PINK

                 We don't think this place is safe.



                              MR. WHITE

                 This place just ain't secure

                 anymore.  We're leaving, and you

                 should go with us.



                              MR. BLONDE

                 Nobody's going anywhere.



       Silence takes over the room.  Mr. Blonde stops moving.



       After a few beats the silence is broken.



                              MR. WHITE

                         (to Mr. Pink)

                 Piss on this turd, we're outta

                 here.



       Mr. White turns to leave.



                              MR. BLONDE

                 Don't take another step, Mr.

                 White.



       Mr. White explodes, raising his gun and charging towards

       Mr. Blonde.



                              MR. WHITE

                 Fuck you, maniac!  It's your

                 fuckin fault we're in so much

                 trouble.



       Mr. Blonde calmly sits down.  He looks to Mr. Pink.



                              MR. BLONDE

                         (referring to Mr.

                          White)

                 What's this guy's problem?



                              MR. WHITE

                 What's my problem?  Yeah, I gotta

                 problem.  I gotta big problem with

                 any trigger-happy madman who

                 almost gets me shot!



                              MR. BLONDE

                 What're you talkin about?



                              MR. WHITE

                 That fuckin shooting spree in the

                 store.



                              MR. BLONDE

                 Fuck 'em, they set off the alarm,

                 they deserve what they got.



                              MR. WHITE

                 You almost killed me, asshole!  If

                 I had any idea what type of guy

                 you were, I never would've agreed

                 to work with you.



                              MR. BLONDE

                 You gonna back all day, little

                 doggie, or are you gonna bite?



                              MR. WHITE

                 What was that?  I'm sorry, I

                 didn't catch it.  Would you repeat

                 it?



                              MR. BLONDE

                         (slowly)

                 I said: "Are you gonna bark all

                 day, dog, or are you gonna bite."



                              MR. PINK

                 Both of you two assholes knock it

                 the fuck off and calm down!



                              MR. WHITE

                         (to Mr. Blonde)

                 So you wanna git bit, huh?



                              MR. PINK

                 Cut the bullshit, we ain't on a

                 fuckin playground!

                         (pause)

                 I don't believe this shit, both of

                 you got ten years on me, and I'm

                 the only one actin like a

                 professional.  You guys act like a

                 bunch of fuckin niggers.  You ever

                 work a job with a bunch of

                 niggers?  They're just like you

                 two, always fightin, always sayin

                 they're gonna kill one another.



                              MR. WHITE

                         (to Mr. Pink)

                 You said yourself, you

                 thought about takin him out.



                              MR. PINK

                 Then.  That time has passed.

                 Right now, Mr. Blonde is the only

                 one I completely trust.  He's too

                 fuckin homicidal to be workin with

                 the cops.



                              MR. WHITE

                 You takin his side?



                              MR. PINK

                 Fuck sides!  What we need is a

                 little solidarity here.

                 Somebody's stickin a red hot poker

                 up our asses and we gotta find out

                 whose hand's on the handle.  Now I

                 know I'm no piece of shit...

                         (referring to Mr.

                          White)

                 And I'm pretty sure you're a good

                 boy...

                         (referring to Mr.

                          Blonde)

                 And I'm fuckin positive you're on

                 the level.  So let's figure out

                 who's the bad guy.



       Mr. White calms down and puts his gun away.



       Mr. Blonde returns to the persona we saw at the beginning,

       talking about Madonna.



                              MR. BLONDE

                 Well, that was sure exciting.

                         (to Mr. White)

                 You're a big Lee Marvin fan,

                 aren't you?  Me too.  I don't know

                 about the rest of you fellas, but

                 my heart's

                 beatin fast.

                         (pause for a beat)

                 Okay you guys, follow me.



       Mr. Blonde hops out of his chair and heads for the door.



       The other two men just follow him with their eyes.



                              MR. WHITE

                 Follow you where?



                              MR. BLONDE

                 Down to my car.



                              MR. WHITE

                 Why?



                              MR. BLONDE

                 It's a surprise.



       Mr. Blonde walks out.





13     EXT. WAREHOUSE - DAY



       Three cars are parked out front.  Mr. Blonde is walking

       towards the car he drove.  Mr. White and Mr. Pink are

       walking behind.  The Camera is HANDHELD following behind

       them.



                              MR. PINK

                 We still gotta get out of here.



                              MR. BLONDE

                 We're gonna sit here and wait.



                              MR. WHITE

                 For what, the cops?



                              MR. BLONDE

                 Nice Guy Eddie.



                              MR. PINK

                 Nice Guy Eddie?  What makes you

                 think Nice Guy's anywhere but on a

                 plane half way to Costa Rica?



                              MR. BLONDE

                 Cause I just talked to him.  He's

                 on his way down here, and nobody's

                 going anywhere till be gets here.



                              MR. WHITE

                 You talked to Nice Guy Eddie?  Why

                 the fuck didn't you say that in

                 the first place?



                              MR. BLONDE

                 You didn't ask.



                              MR. WHITE

                 Hardy-fuckin-har.  What did he

                 say?



                              MR. BLONDE

                 Stay put.  Okay, fellas, take a

                 look at the little surprise I

                 brought you.



       Mr. Blonde opens up the truck of his car.  A handcuffed,

       uniformed POLICEMAN is curled up inside the trunk.



                              MR. BLONDE

                 So while we're waitin for Nice Guy

                 Eddie, what say we have a little

                 fun finding out who the rat is.





       INSERT: TITLE CARD "MR. BLONDE".





14     INT. JOE CABOT'S OFFICE - DAY



       We're inside the office of Joe Cabot.  Joe's on the phone,

       sitting behind his desk.



                              JOE

                         (into phone)

                 Sid, I'm tellin you don't worry

                 about it.  You had a bad couple of

                 months, it happens.

                         (pause)

                 Sid, Sid, Sid...Stop, you're

                 embarrassing me.  I don't need to

                 be told what I already know.  When

                 you have bad months, you do what

                 every business man in the

                 worlds does, I don't care if he's

                 Donald Trump or Irving the tailor.

                 Ya ride it out.



       There's a KNOCK on Cabot's office door.



                              JOE

                 Come in.



       One of Cabot's goons, TEDDY, opens the door and steps

       inside.  Cabot covers the receiver with his hand and looks

       towards the man.



                              TEDDY

                 Vic Vega's outside.



                              JOE

                 Tell him to come in.



       Teddy leaves.



                              JOE

                         (into phone)

                 Sid, a friend of mine's here.  I

                 gotta go.

                         (pause)

                 Good enough, bye.



       He hangs up the phone, stands, and walks around to the

       front of the desk.



       Teddy opens the office door, and TOOTHPICK VIC VEGA walks

       in.



       Toothpick Vic Vega is none other than our very own Mr.

       Blonde.  Vic is dressed in a long black leather seventies

       style jacket.



       Joe stands in front of his desk with his arms open.



       The two men embrace each other.  Teddy leaves, closing the

       door behind him.



                              JOE

                 How's freedom kid, pretty fuckin

                 good, ain't it?



                              VIC

                 It's a change.



                              JOE

                 Ain't that a sad truth.  Remy

                 Martin?



                              VIC

                 Sure.



                              JOE

                 Take a seat.



       Joe goes over to his liquor cabinet.  Vic sits in a chair

       set in front of Joe's desk.



                              JOE

                         (while he pours the

                          drink)

                 Who's your parole officer?



                              VIC

                 A guy named Koons.  Craig Koons.



                              JOE

                 How is he?



                              VIC

                 Fuckin asshole, won't let me leave

                 the halfway house.



                              JOE

                 Never ceases to amaze me.  Fuckin

                 jungle bunny goes out there, slits

                 some old woman's throat for

                 twenty-five cents.  Fuckin nigger

                 gets Doris Day as a parole

                 officer.  But a good fella like

                 you gets stuck with a ball-bustin

                 prick.



       Joe walks back around his desk and sits in his chair.



       Vic swallows some Remy.



                              VIC

                 I just want you to know, Joe, how

                 much I appreciate your care

                 packages on the inside.



                              JOE

                 What the hell did you expect me to

                 do?  Just forget about you?



                              VIC

                 I just wanted you to know, they

                 meant a lot.



                              JOE

                 It's the least I could do Vic.  I

                 wish I coulda done more.

                         (Joe flashes a side

                          grin at Vic)

                 Vic. Toothpick Vic.  Tell me a

                 story?  What're your plans?



                              VIC

                 Well, what I wanna do is go back

                 to work.  But I got this Koons

                 prick deep up my ass.  He won't

                 let me leave the halfway house

                 till I get some piece of shit job.

                 My plans have always been to be

                 part of the team again.



       There's a KNOCK at the door.



                              JOE

                 Come in.



       The door opens and in walks Joe's son, Nice Guy Eddie.

       Vic turns around in his seat and sees him.



                              EDDIE

                         (to Vic)

                 I see ya sittin here, but I don't

                 believe it.



       Vic gets out of his seat and hugs Eddie.



                              EDDIE

                 How ya doin, Toothpick?



                              VIC

                 Fine, now.



                              EDDIE

                 I'm sorry man, I shoulda picked

                 you up personally at the pen.

                 This whole week's just been crazy.

                 I've had my head up my ass the

                 entire time.



                              VIC

                 Funny you should mention it.

                 That's what your father and I been

                 talkin about.



                              EDDIE

                 That I should've picked you up?



                              VIC

                 No.  That your head's been up your

                 ass.  I walk through the door and

                 Joe says "Vic, you're back, thank

                 god.  Finally somebody who knows

                 what the fuck he's doing.  Vic,

                 Vic, Vic, Eddie, my son, is a fuck

                 up."  And I say "Well, Joe, I

                 coulda told you that."  "I'm

                 ruined!  He's ruining me!  My son,

                 I love him, but he's taking my

                 business and flushing it down the

                 fuckin toilet!"

                         (to Joe)

                 I'm not tellin tales out of

                 school.  You tell 'im Joe.

                 Tell 'im yourself.



                              JOE

                 Eddie, I hate like hell for you to

                 hear it this way.  But when Vic

                 asked me how's business, well, you

                 don't lie to a man who's just done

                 four years in the slammer for ya.



       Eddie bobs his head up and down.



                              EDDIE

                  Oh really, is that a fact?



       Eddie JUMPS Vic and they fall to the floor.



       The two friends, laughing and cussing at each other,

       wrestle on the floor of Joe's office.



       Joe's on his feet yelling at them.



                              JOE

                         (yelling)

                 Okay, okay, enough, enough!

                 Playtime's over!  You wanna roll

                 around on the floor, do it in

                 Eddie's office, not mine!



       The two men break it up.  They are completely disheveled,

       hair a mess, shirttails out.  As they get themselves

       together, they continue to taunt one another.



                              EDDIE

                 Daddy, did ya see that?



                              JOE

                 What?



                              EDDIE

                 Guy got me on the ground, tried to

                 fuck me.



                              VIC

                 You fuckin wish.



                              EDDIE

                 You tried to fuck me in my

                 father's office, you sick bastard.

                 Look, Vic, whatever you wanna do

                 in the privacy of your own home,

                 go do it.  But don't try to fuck

                 me.  I don't think of you that

                 way.  I mean, I like you a lot--



                              VIC

                 Eddie, if I was a pirate, I

                 wouldn't throw you to the crew.



                              EDDIE

                 No, you'd keep me for yourself.

                 Four years fuckin punks in the ass

                 made you appreciate prime rib when

                 you get it.



                              VIC

                 I might break you, Nice Guy, but

                 I'd make you my dog's bitch.

                 You'd be suckin the dick and going

                 down on a mangy T-bone hound.



                              EDDIE

                 Now ain't that a sad sight, daddy,

                 walks into jail a white man, walks

                 out talkin like a nigger.  It's

                 all that black semen been shootin

                 up his butt.  It's backed up into

                 his brain and comes out of his

                 mouth.



                              JOE

                 Are you two finished?  We were

                 talkin about some serious shit

                 when you came in Eddie.  We got a

                 big problem we're tryin to solve.

                 Now Eddie, would you like to sit

                 down and help us solve it, or do

                 you two wanna piss fart around?



       Playtime is over and Vic and Eddie know it.  So they both

       take seats in front of Joe's desk.



                              JOE

                 Now Vic was tellin me, he's got a

                 parole problem.



                              EDDIE

                 Really?  Who's your P.O.?



                              VIC

                 Craig Koons.



                              EDDIE

                 Koons?  Oh shit, I hear he's a

                 motherfucker.



                              VIC

                 He is a motherfucker.  He won't

                 let me leave the halfway house

                 till I get some piece of shit job.



                              EDDIE

                 You're coming back to work for us,

                 right?



                              VIC

                 I wanna.  But I gotta show this

                 asshole I got an honest-to-

                 goodness job before he'll let me

                 move out on my own.  I can't work

                 for you guys and be worried about

                 gettin back before ten o'clock

                 curfew.



                              JOE

                         (to Eddie)

                 We can work this out, can't we?



                              EDDIE

                 This isn't all that bad.  We can

                 give you a lot of legitimate jobs.

                 Put you on the rotation at Long

                 Beach as a dock worker.



                              VIC

                 I don't wanna lift crates.



                              EDDIE

                 You don't hafta lift shit.  You

                 don't really work there.  But as

                 far as the records are concerned,

                 you do.  I call up Matthews, the

                 foreman, tell him he's got a new

                 guy.  You're on the schedule.  You

                 got a timecard, it's clocked in

                 and out for you everyday, and you

                 get a pay check at the end of the

                 week.  And ya know dock workers

                 don't do too bad.  So you can move

                 into a halfway decent place

                 without Koons thinkin "what the

                 fuck."  And if Koons ever wants to

                 make a surprise visit, you're gone

                 that day.  That day we sent you to

                 Tustin.  We gotta bunch of shit

                 you needed to unload there.

                 You're at the Taft airstrip pickin

                 up a bunch of shit and bringing it

                 back.  Part of your jab is goin

                 different places - and we got

                 places all over the place.



                              JOE

                         (to Vic)

                 Didn't I tell ya not to worry?

                         (to Eddie)

                 Vic was worried.



                              EDDIE

                 Me and you'll drive down to Long

                 Beach tomorrow.  I'll introduce

                 you to Matthews, tell him what's

                 going on.



                              VIC

                 That's great, guy, thanks a bunch.

                         (pause)

                 When do you think you'll need me

                 for real work?



                              JOE

                 Well, it's kinda a strange time

                 right now.  Things are kinda--



                              EDDIE

                 --Nuts.  We got a big meeting in

                 Vegas coming up.  And we're kinda

                 just gettin ready for that right

                 now.



                              JOE

                 Let Nice Guy set you up at Long

                 Beach.  Give ya some cash, get

                 that Koons fuck off your back, and

                 we'll be talking to ya.



                              EDDIE

                 Daddy, I got an idea.  Now just

                 hear it out.  I know you don't

                 like to use any of the boys on

                 these jobs, but technically, Vic

                 ain't one of the boys.  He's been

                 gone for four years.  He ain't on

                 no one's list.  Ya know he can

                 handle himself, ya know you can

                 trust him.



       Joe looks at Vic.



       Vic has no idea what they're talking about.



                              JOE

                 How would you feel about pullin a

                 heist with about five other guys?



                              VIC

                 What's the exposure like?



                              JOE

                 Two minutes, tops.  It's a tough

                 two minutes.  It's a hold up,

                 daylight, during business hours,

                 dealing with a crowd.  But you

                 have the fellas to deal with the

                 crowd.  It's a jewelry store.

                 They're getting a big shipment of

                 South African diamonds on a

                 certain day.  They're like a way

                 station.  It's gonna get picked up

                 the next day and sent to Hamburg.

                 When you walk through the door,

                 you'll know right where to go for

                 the rich stones.

                 The fellas are good, me and Nice

                 Guy picked em.  Nobody knows

                 anybody else.  Nobody's connected.

                 I don't use connected guys for

                 this shit.



                              VIC

                 What's the cut?



                              JOE

                 Juicy, man, real juicy.



       Toothpick Vic smiles.



       So does Nice Guy Eddie.



                                                        CUT TO:





15     INT. NICE GUY EDDIE'S CAR (MOVING) - DAY



       Nice Guy Eddie is driving to the rendezvous talking on his

       portable car phone.  The sounds of the seventies are

       coming out of his car radio in the form of "Love Goes

       Where My Rosemary Goes" by Edison Lighthouse.



                              EDDIE

                         (into phone)

                 Hey Dov, we got a major situation

                 here.

                         (pause)

                 I know you know that.  I gotta

                 talk with daddy and find out what

                 he wants done.





       FLASH ON



16     INT. WAREHOUSE - DAY



       The Cop is standing in the warehouse with his hands cuffed

       behind his back.  Mr. White, Mr. Pink and Mr. Blonde

       surround him and proceed to beat the shit out of him.

       "Love Grows .." PLAYS over the soundtrack.





17     BACK TO NICE GUY EDDIE



                              EDDIE

                         (into phone)

                 All I know is what Vic told me.

                 He said the place turned into a

                 fuckin bullet festival.  He took a

                 cop as hostage, just to get the

                 fuck out of there.





       FLASH ON



18     WAREHOUSE



       The three men are stomping the cop into the ground.





19     BACK TO EDDIE



                              EDDIE

                         (into phone)

                 Do I sound like I'm jokin?  He's

                 fuckin driving around with the cop

                 in his trunk.

                         (pause)

                 I don't know who did that.  I

                 don't know who has the loot, if

                 anybody has the loot.  Who's dead,

                 who's alive, who's caught, who's

                 not...

                 I will know, I'm practically

                 there.  But what do I tell these

                 guys about daddy?

                         (pause)

                 You sure that's what he said?

                         (pause)

                 Okay, that's what I'll tell em.



                                                        CUT TO:





20     EXT.  WAREHOUSE - DAY



       Three cars belonging to the other guys are parked outside

       the warehouse.



       Eddie drives his car up to the warehouse.  He gets out of

       the car, looks at the other cars parked outside.



                              EDDIE

                         (to himself)

                 Fucking assholes.



       Eddie makes a beeline for the front door, BANGS it open,

       and steps inside the warehouse.





21     INT. WAREHOUSE - DAY



       The robbers have the cop tied to a chair and are still

       WAILING on him.



       Nice Guy Eddie walks in and everybody jumps.



                              EDDIE

                 What in Sam Hill is goin on?



       Mr. Pink and Mr. White speak together.



                    MR. PINK                      MR. WHITE

          Hey, Nice Guy, we got a     You're askin what's goin

          cop.                        on?  Where the fuck is 

                                      Joe?



       Nice Guy sees Mr. Orange.



                              EDDIE

                 Holy shit, this guy's all fucked

                 up!



                              MR. WHITE

                 No shit, he's gonna fuckin die on

                 us if we don't get him taken care

                 of.



                              MR. PINK

                 We were set up, the cops were

                 waiting for us.



                              EDDIE

                 What?  Nobody set anybody up.



                              MR. PINK

                 The cops were there waitin for us!



                              EDDIE

                 Bullshit.



                              MR. PINK

                 Hey, fuck you man, you weren't

                 there, we were.  And I'm tellin

                 ya, the cops had that store staked

                 out.



                              EDDIE

                 Okay, Mr. Detective, who did it?



                              MR. PINK

                 What the fuck d'you think we've

                 been askin each other?



                              EDDIE

                 And what are your answers?  Was it

                 me?  You think I set you up?



                              MR. PINK

                 I don't know, but somebody did.



                              EDDIE

                 Nobody did.  You assholes turn the

                 jewelry store into a wild west

                 show, and you wonder why cops show

                 up.



                              MR. BLONDE

                 Where's Joseph?



                              EDDIE

                 I ain't talked to him.  I talked

                 to Dov.  Dov said he's comin out

                 here, and he's fucking pissed.



                              MR. PINK

                         (to Mr. White)

                 I told ya he'd be pissed.



                              MR. WHITE

                         (pointing to Mr.

                          Orange)

                 What are you gonna do about him?



                              EDDIE

                 Jesus Christ, give me a fuckin

                 chance to breathe.  I got a few

                 questions of my own, ya know.



                              MR. WHITE

                 You ain't dying, he is.



                              EDDIE

                 I'll call somebody.



                              MR. WHITE

                 Who?



                              EDDIE

                 A snake charmer, what the fuck

                 d'you think.  I'll call a doctor,

                 take care of him, fix 'm right up.

                 No, where's Mr. Brown and Mr.

                 Blue?



                              MR. PINK

                 Brown's dead, we don't know about

                 Blue.



                              EDDIE

                 Nobody saw what happened to Mr.

                 Blue?



                              MR. BLONDE

                 Well, he's either dead or he's

                 alive or the cops got him or they

                 don't.



       DOLLY to MEDIUM on the cop.



                              EDDIE (OS)

                 I take it this is the bastard you

                 told me about.

                         (referring to the

                          cop)

                 Why the hell are you beating on

                 him?



                              MR. PINK

                 So he'll tell us who the fuck set

                 us up.



                              EDDIE

                 Would you stop it with that shit!

                 You beat on this prick enough,

                 he'll tell ya he started the

                 Chicago fire.  That don't

                 necessarily make it so.  Okay,

                 first things fucking last, where's

                 the shit?  Please tell me somebody

                 brought something

                 with them.



                              MR. PINK

                 I got a bag.  I stashed it till I

                 could be sure this place wasn't a

                 police station.



                              EDDIE

                 Well, let's go get it.  We also

                 gotta get rid of all those cars.

                 It looks like Sam's hot car lot

                 outside.

                         (pointing to Mr.

                          Blonde)

                 You stay here and babysit Orange

                 and the cop.

                         (referring to Mr.

                          Pink and Mr. White)

                 You two take a car each, I'll

                 follow ya.  You ditch it, I'll

                 pick you up, then we'll pick up

                 the stones.  And while I'm

                 following you, I'll arrange for

                 some sort of a doctor for our

                 friend.



                              MR. WHITE

                 We can't leave these guys with

                 him.



       Meaning Mr. Blonde.



                              EDDIE

                 Why not?



       Mr. White crosses to Mr. Blonde.



                              MR. WHITE

                 Because this guy's a fucking

                 psycho.  And if you think

                 Joe's pissed at us, that

                 ain't nothing compared to how

                 pissed off I am at him, for puttin

                 me in the same room as this

                 bastard.



                              MR. BLONDE

                         (to Eddie)

                 You see what I been puttin up

                 with?  As soon as I walk through

                 the door I'm hit with this shit.

                 I tell 'm what you told me about

                 us stayin put and Mr. White whips

                 out his gun, sticks it in my face,

                 and starts screaming "You

                 motherfucker, I'm gonna blow you

                 away, blah, blah, blah."



                              MR. WHITE

                 He's the reason the place turned

                 into a shooting gallery.

                         (to Mr. Pink)

                 What are you, a silent partner?

                 Fuckin tell him.



                              MR. PINK

                 He seems all right now, but he

                 went crazy in the store.



                              MR. WHITE

                 This is what he was doin.



       Mr. White acts out Mr. Blonde shooting everybody in the

       store.



                              MR. BLONDE

                 I told 'em not to touch the alarm.

                 They touched it.  I blew 'em full

                 of holes.  If they hadn't done

                 what I told 'em not it, they'd

                 still be alive.



                              MR. WHITE

                 That's your excuse for going on a

                 kill crazy rampage?



                              MR. BLONDE

                 I don't like alarms.



                              EDDIE

                 What does it matter who stays with

                 the cop?  We ain't lettin him go.

                 Not after he's seen everybody.

                 You should've never took him outta

                 your trunk in the first place.



                              MR. PINK

                 We were trying to find out what he

                 knew about the set up.



                              EDDIE

                 There is no fuckin set up!

                         (Eddie takes charge)

                 Look, this is the news.  Blondie,

                 you stay here and take care of

                 them two.  White and Pink come

                 with me, 'cuz if Joe gets here and

                 sees all those fucking cars

                 parked out front, he's going to be

                 as mad at me as he is at you.



       Eddie, Mr. White and Mr. Pink walk out of the warehouse

       talking amongst themselves.





22     INT. WAREHOUSE - DAY - MR. BLONDE AND COP



       Mr. Blonde closes the door after them.  He then slowly

       turns his head towards the cop.



                              MR. BLONDE

                 Alone at last.



       

       C.U. COP'S FACE.



                              MR. BLONDE (OS)

                 Now where were we?



                              COP

                 I told you I don't know anything

                 about any fucking set up.  I've

                 only been on the force eight

                 months, nobody tells me anything!

                 I don't know anything!  You can

                 torture me if you want--



                              MR. BLONDE (OS)

                 --Thanks, don't mind if I do.



                              COP

                 Your boss even said there wasn't a

                 set up.



                              MR. BLONDE (OS)

                 First off, I don't have a boss.

                 Are you clear about that?



       He SLAPS the cop's face.



                              MR. BLONDE (OS)

                 I asked you a question.  Are you

                 clear about that?



                              COP

                 Yes.



                              MR. BLONDE (OS)

                 Now I'm not gonna bullshit you.  I

                 don't really care about what you

                 know or don't know.  I'm gonna

                 torture you for awhile regardless.

                 Not to get information, but

                 because torturing a cop amuses me.

                 There's nothing you can say,

                 there's nothing you can do.

                 Except pray for death.



       He puts a piece of tape over the cop's mouth.





       COP'S POV



       Mr. Blonde walks away from the cop.



                              MR. BLONDE

                 Let's see what's on K-BILLY'S

                 "super sounds of the seventies"

                 weekend.



       He turns on the radio.



       Stealer's Wheel's hit "Stuck in the Middle with You" PLAYS

       over the speaker.



       NOTE: This entire sequence is timed to the music.



       Mr. Blonde slowly walks toward the cop.



       He opens a large knife.



       He grabs a chair, places it in front of the cop and sits

       in it.



       Mr. Blonde just stares into the cop's/our face, holding

       the knife, singing along with the song.



       Then, like a cobra, he LASHES out.



       A SLASH across the face.



       The cop/camera moves around wildly.



       Mr. Blonde just stares into the cop's/our face, singing

       along with the seventies hit.



       Then he reaches out and CUTS OFF the cop's/our ear.



       The cop/camera moves around wildly.



       Mr. Blonde holds the ear up to the cop/us to see.



       Mr. Blonde rises, kicking the chair he was sitting on out

       of the way.





23     INT./EXT. WAREHOUSE - DAY - HANDHELD SHOT



       We follow Mr Blonde as he walks out of the warehouse...



       ...to his car.  He opens the trunk, pulls out a large can

       of gasoline.



       He walks back inside the warehouse...





24     INT. WAREHOUSE - DAY



       ...carrying the can of gas.



       Mr. Blonde POURS the gasoline all over the cop, who's

       BEGGING him not to do this.



       Mr. Blonde just sings along with Stealer's Wheel.



       Mr. Blonde LIGHTS up a match and, while mouthing:



                              MR. BLONDE

                 "Clowns to the left of me,

                 Jokers to the right.  Here I am,

                 stuck in the middle with you."



       He moves the match up to the cop...



       ...When a bullet EXPLODES in Mr. Blonde's chest.



       The HANDHELD camera WHIPS to the right and we see the

       bloody Mr. Orange FIRING his gun.



       We cut back and forth between Mr. Blonde taking BULLET

       HITS and Mr. Orange emptying his weapon.



       Mr. Blonde FALLS down dead.



       Mr. Orange crawls to where the cop is, leaving a bloody

       trail behind him.



       When he reaches the cop's feet he looks up at him.



                              MR. ORANGE

                         (feebly)

                 What's your name?



                              COP

                 Jeffrey.



                              MR. ORANGE

                 Jeffrey what?



                              COP

                 Jeffrey Andrews.



                              MR. ORANGE

                 Listen to me, Jeffrey

                 Andrews.  I'm a cop.



                              JEFFREY

                 I know.



                              MR. ORANGE

                         (surprised)

                 You do?



                              JEFFREY

                 Your name's Freddy something.



                              MR. ORANGE

                 Freddy Newendyke.



                              JEFFREY

                 Frankie Ferchetti introduced us

                 once, about five months ago.



                              MR. ORANGE

                 Shit.  I don't remember that at

                 all.



                              JEFFREY

                 I do.

                         (pause)

                 How do I look?



       The gun-shot Mr. Orange looks at the kid's GASHED face and

       the hole in the side of his head where his ear used to be.



                              MR. ORANGE

                 I don't know what to tell you

                 Jeffrey.



       Jeffrey starts to weep.



                              JEFFREY

                 That fucking bastard!  That

                 fucking sick fucking bastard!



                              MR. ORANGE

                 Jeffrey, I need you to hold on.

                 There's officers positioned and

                 waiting to move in a block away.



                              JEFFREY

                         (screaming)

                 What the fuck are they waiting

                 for?  That motherfucker cut off my

                 ear!  He slashed my face!  I'm

                 deformed!



                              MR. ORANGE

                 And I'm dying.  They don't know

                 that.  All they know is they're

                 not to make a move until Joe Cabot

                 shows up.  I was sent undercover

                 to get Cabot.  You heard 'em, they

                 said he's on his way.  Don't pussy

                 out on me now, Jeffrey.  We're

                 just gonna sit here and bleed

                 until Joe

                 Cabot sticks his fuckin head

                 through that door.



                                                        CUT TO:





       INSERT: TITLE CARD  "MR. ORANGE & MR. WHITE"





25     INT.  DENNY'S - NIGHT



       A tough-looking black man named HOLDAWAY, who sports a

       Malcom X beard, a green Chairman Mao cap with a red star

       on it, and a military flack jacket, digs into a Denny

       bacon, cheese and avocado burger.  He sits in a booth all

       alone.  He's waiting for somebody.  As he waits, he

       practically empties an entire bottle of ketchup on his

       french fries, not by mistake either--that's just how he

       likes it.



       We see Mr. Orange, now known as FREDDY NEWENDYKE, wearing

       a high school letterman jacket, enter the coffee shop,

       spot Holdaway, and head his way.  Holdaway sees Freddy bop

       towards him with a wide-ass alligator grin plastered

       across his face.



       CAMERA DOLLIES FAST down AISLE to MEDIUM SHOT of Holdaway.

       We fear Freddy OFF SCREEN.



                              FREDDY (O.S.)

                 Say "hello" to a motherfucker

                 who's inside.  Cabot's doing a job

                 and take a big fat guess who he

                 wants on the team?



                              HOLDAWAY

                 This better not be some Freddy

                 joke.



       LOW ANGLE



       looking up at Freddy, who's standing at the table.



                              FREDDY

                 It ain't no joke, I'm in there.

                 I'm up his ass.



       CU ON HOLDAWAY



       Holdaway just looks at his pupil for a moment, then

       smiles.



                              HOLDAWAY

                 Congratulations.





26     EXT.  DENNY'S - NIGHT



       We see through the window of the restaurant Freddy slide

       into the booth across from Holdaway.  Freddy's doing a lot

       of talking, but we can't hear what they're saying.





27     INT.  DENNY'S - NIGHT



       FREEZE FRAME ON HOLDAWAY



       We are frozen on a MEDIUM CU of Holdaway listening to

       Freddy.  We HEAR RESTAURANT NOISE and Freddy OFF SCREEN.



                              FREDDY (O.S.)

                 Nice Guy Eddie tells me Joe wants

                 to meet me.  He says I should just

                 hang around my apartment and wait

                 for a phone call.  Well after

                 waiting three goddamn days by the

                 fuckin phone, he calls me last

                 night and says Joe's ready, and

                 he'll pick me up in fifteen

                 minutes.



       The freeze frame ENDS.  Holdaway comes suddenly up to

       speed and says:



                              HOLDAWAY

                 Woo all picked you up?



       From here to end we cut back and forth.



                              FREDDY

                 Nice Guy.  When we got to the

                 bar...



                              HOLDAWAY

                 ...What bar?



                              FREDDY

                 The Boots and Socks in Gardena.

                 When we got there, I met Joe and a

                 guy named Mr. White.  It's a phony

                 name.  My name's Mr. Orange.



                              HOLDAWAY

                 You ever seen this motherfucker

                 before?



                              FREDDY

                 Who, Mr. White?



                              HOLDAWAY

                 Yeah.



                              FREDDY

                 No, he ain't familiar.  He ain't

                 one of Cabot's soldiers either.

                 He's gotta be from outta town.

                 But Joe knows him real well.



                              HOLDAWAY

                 How can you tell?



                              FREDDY

                 The way they talk to each other.

                 You can tell they're buddies.



                              HOLDAWAY

                 Did the two of you talk?



                              FREDDY

                 Me and Mr. White?



                              HOLDAWAY

                 Yeah.



                              FREDDY

                 A little.



                              HOLDAWAY

                 What about?



                              FREDDY

                 The Brewers.



                              HOLDAWAY

                 The Milwaukee Brewers?



                              FREDDY

                 Yeah.  They had just won the night

                 before, and he made a killing off

                 'em.



                              HOLDAWAY

                 Well, if this crook's a Brewers

                 fan, his ass has gotta be from

                 Wisconsin.  And I'll bet you

                 everything from a diddle-eyed Joe

                 to a damned-if-I-know, that in

                 Milwaukee they got a sheet on this

                 Mr. White motherfucker's ass.  I

                 want you to go through the mugs of

                 guys from old Milwaukee with a

                 history of armed robbery, and put

                 a name to that face.



       Holdaway takes a big bite out of his burger.



                              HOLDAWAY

                         (with his mouth full)

                 What kinds questions did Cabot

                 ask?



                              FREDDY

                 Where I was from, who I knew, how

                 I knew Nice Guy, had I done time,

                 shit like that.



       Holdaway's talked enough, he's eating his burger now.  He

       motions for Freddy to elaborate.



                              FREDDY

                 He asked me if I ever done armed

                 robbery before.  I read him my

                 credits.  I robbed a few gas and

                 sips, sold some weed, told him

                 recently I held the shotgun while

                 me and another guy pulled down a

                 poker game in Portland.



       CAMERA MOVES from a MEDIUM on Freddy to a CU.



                              HOLDAWAY (O.S.)

                 Didja use the commode story?



                              FREDDY

                 Fuckin-A.  I tell it real good,

                 too.





28     INT.  MEN'S ROOM - L.A. TRAIN STATION - NIGHT



       Freddy and Holdaway at one of their many rendezvous.

       Holdaway wears an extra large Lakers sweatshirt.  Freddy

       sits on one of the sinks, wearing his high school jacket,

       looking at pieces of paper stapled together.



                              FREDDY

                 What's this?



                              HOLDAWAY

                 It's a scene.  Memorize it.



                              FREDDY

                 What?



                              HOLDAWAY

                 A undercover cop has got to be

                 Marlon Brando.  To do this job you

                 got to be a great actor.  You got

                 to be naturalistic.  You got to be

                 naturalistic as hell.  If you

                 ain't a great actor you're a bad

                 actor, and bad acting is bull shit

                 in this job.



                              FREDDY

                         (referring to the

                          papers)

                 But what is this?



                              HOLDAWAY

                 It's a amusing anecdote about a

                 drug deal.



                              FREDDY

                 What?



                              HOLDAWAY

                 Something funny that happened to

                 you while you were doing a job.



                              FREDDY

                 I gotta memorize all this shit?



                              HOLDAWAY

                 It's like a joke.  You remember

                 what's important, and the rest you

                 make your own.  The only way to

                 make it your own is to keep sayin

                 it, and sayin it, and sayin it,

                 and sayin it, and sayin it.



                              FREDDY

                 I can do that.



                              HOLDAWAY

                 The things you gotta remember are

                 the details.  It's the details

                 that sell your story.  Now this

                 story takes place in this men's

                 room.  So you gotta know the

                 details about this men's room.

                 You gotta know they got a blower

                 instead of a towel to dry your

                 hands.  You gotta know the stalls

                 ain't got no doors.  You gotta

                 know whether they got liquid or

                 powdered soap, whether they got

                 hot water or not, 'cause if you do

                 your job when you tell your story,

                 everybody should believe it.  And

                 if you tell your story to somebody

                 who's actually taken a piss in

                 this men's room, and you get one

                 detail they remember right,

                 they'll swear by you.





29     INT.  FREDDY'S APARTMENT - DAY



       Freddy paces back and forth, in and out of frame,

       rehearsing the anecdote.  He's reading it pretty good, but

       he's still reading it from the page, and every once in a

       while he stumbles over his words.



                              FREDDY

                 ...this was during the Los Angeles

                 marijuana drought of '86.  I still

                 had a connection.  Which was

                 insane, 'cause you couldn't get

                 weed anyfuckinwhere then.  Anyway,

                 I had a connection with this

                 hippie chick up in Santa Cruz.

                 All and my friends knew it.  And

                 they'd give me a call and say,

                 "Hey, Freddy, you buyin some, you

                 think you could buy me some too?"

                 They knew I smoked, so they'd ask

                 me to buy a little for them when I

                 was buyin.  But it got to be

                 everytime I bought some weed, I

                 was buyin for four or five

                 different people.  Finally I said,

                 "Fuck this shit."  I'm makin this

                 bitch rich.  She didn't have to do

                 jack shit, she never even had to

                 meet these people.  I was fuckin

                 doin all the work.  So I got

                 together with her and told her,

                 "Hey, I'm sick of this shit.  I'm

                 comin through for everybody, and

                 nobody's comin through for me.

                 So, either I'm gonna tell all my

                 friends to find their own source,

                 or you give me a bunch of weed,

                 I'll sell it to them, give you the

                 money, minus ten percent, and I

                 get my pot for free."  So, I did

                 if for awhile...



       Freddy exits frame



                                                        CUT TO:





30     EXT.  PARKING LOT - DAY



       Another empty frame, except obviously outside.  Freddy

       enters frame from the same direction he exited in the

       previous scene, finishing his sentence.  When we move to a

       wider shot we see Freddy performing his monolog to

       Holdaway in a parking lot.  Holdaway sits on the hood of

       his beat-up car.  Freddy paces back and forth as he

       performs his story.



                              FREDDY

                 ...but then that got to be a pain

                 in the ass.  People called me on

                 the phone all the fuckin time.  I

                 couldn't rent a fuckin tape

                 without six phone calls

                 interrupting me.  "Hey, Freddy,

                 when's the next time you're gettin

                 some?"  "Motherfucker, I'm tryin

                 to watch 'Lost Boys'-- when I have

                 some, I'll let you know."  And

                 then these rinky-dink pot heads

                 come by--there's my friends and

                 everything, but still.  I got all

                 my shit laid out in sixty dollar

                 bags.  Well, they don't want sixty

                 dollars worth.  They want ten

                 dollars worth.  Breaking it up is

                 a major fuckin pain in the ass.  I

                 don't even know how much ten

                 dollars worth is.  "Well, fuck,

                 man, I don't want that much

                 around.  If I have that much

                 around I'll smoke it."  "Hey, if

                 you guys can't control your

                 smokin, that's not my problem.

                 You motherfuckers been smokin for

                 five years, be a adult about it."

                 Finally I just told my connection,

                 count me out.  But as it turns

                 out, I'm the best guy she had, and

                 she depended alot on my business.

                 But I was still sick to death of

                 it.  And she's trying to talk me

                 into not quitin.

                 Now this was a very weird

                 situation, 'cause I don't know if

                 you remember back in '86, there

                 was a major fuckin drought.

                 Nobody and anything.  People were

                 livin on resin and smokin the wood

                 in their pipes for months.  And

                 this chick had a bunch, and was

                 beggin me to sell it.  So I told

                 her I wasn't gonna be Joe the Pot

                 Man anymore.  But I would take a

                 little bit and sell it to my

                 close, close, close friends.  She

                 agreed to that, and said we'd keep

                 the same arrangement as before,

                 ten percent and free pot for me,

                 as long as I helped her out that

                 weekend.  She had a brick of weed

                 she was sellin, and she didn't

                 want to go to the buy alone...



                                                        CUT TO:





31     INT.  BOOTS AND SOCKS BAR - NIGHT



       Freddy, Joe, Nice Guy Eddie and Mr. White all sit around a

       table in a red-lighted smokey bar.  Freddy continues his

       story.  The crooks are enjoying the hell out of it.



                              FREDDY

                 ...Her brother usually goes with

                 her, but he's in county

                 unexpectedly.



                              MR. WHITE

                 What for?



                              FREDDY

                 Traffic tickets gone to warrant.

                 They stopped him for something,

                 found the warrants on 'im, took

                 'im to jail.  She doesn't want to

                 walk around alone with all that

                 weed.  Well, I don't wanna do

                 this, I have a bad feeling about

                 it, but she keeps askin me, keeps

                 askin me, finally I said okay

                 'cause I'm sick of listening to

                 it.  Well, we're picking this guy

                 up at the train station.



                              JOE

                 You're picking the buyer up at the

                 train station?  You're carrying

                 the weed on you?



                              FREDDY

                 Yeah, the guy needed it right

                 away.  Don't ask me why.  So we

                 get to the train station, and

                 we're waitin for the guy.  Now I'm

                 carrying the weed in one of those

                 carry-on bags, and I gotta take a

                 piss.  So I tell the connection

                 I'll be right back, I'm goin' to

                 the little boys room...



                                                        CUT TO:





32     INT.  MEN'S ROOM - TRAIN STATION - DAY



       MEDIUM ON FREDDY



       He walks through the door with a carry-on bag over his

       shoulder.  Once he's inside, he stops in his tracks.  We

       move into a CU.



                              FREDDY (V.O.)

                 ...So I walk into the men's room,

                 and who's standing there?



       FREEZE FRAME



       on Freddy standing in front of six Los Angeles County

       Sheriffs and one German Shepherd.  All of their eyes are

       on Freddy.  Everyone is frozen.



                              FREDDY (V.O.)

                 ...six Los Angeles County Sheriffs

                 and a German Shepherd.



                              NICE GUY EDDIE (V.O.)

                 They were waiting for you?



                              FREDDY (V.O.)

                 No.  They were just a bunch of

                 cops hangin out in the men's room,

                 talkin.  When I walked through the

                 door they all stopped what they

                 were talking about and looked at

                 me.





33     BACK TO BAR



       ECU MR. WHITE



                              MR. WHITE

                 That's hard, man.  That's a fuckin

                 hard situation.





34     BACK TO MEN'S ROOM



       ECU GERMAN SHEPHERD



       barking his head off.



                              FREDDY (V.O.)

                 The German Shepherd starts

                 barkin'.  He's barkin' at me.  I

                 mean it's obvious he's barkin' at

                 me.



       We do a slow 360 around Freddy in the men's room.  We can

       hear the dog barking.



                              FREDDY (V.O.)

                 Every nerve ending, all of my

                 senses, the blood in my veins,

                 everything I has was screaming,

                 "Take off, man, just take off, get

                 the fuck outta there!"  Panic hit

                 me like a bucket of water.  First

                 there was the shock of it--BAM,

                 right in the face!  Then I'm just

                 standin there drenched in panic.



       SLOW MOTION



       CAMERA does a PAN from face to face of the sheriffs.



                              FREDDY (V.O.)

                 And all those sheriffs are lookin

                 at me and they know. They can

                 smell it.  As sure as that fuckin

                 dog cam, they can smell it on me.



       FREEZE FRAME



       Back to the same freeze frame shot of Freddy standing in

       front of the sheriffs.  It suddenly jerks to life, and

       moves to speed.  The dog is barking.  Freddy moves to his

       right, out of frame.  We stay on the sheriffs.  One

       sheriff yells at the dog.



                              SHERIFF #1

                 Shut up!



       The dog quiets down.  Sheriff #2 continues with his story.

       A couple of the sheriffs look over at Freddy off screen,

       but as Sheriff #2 talks, turn their attention to him.



                              SHERIFF #2

                 So my gun's drawn, right?  I got

                 it aimed right at him.  I tell

                 'em, "Freeze, don't fuckin move."

                 And the little idiot's lookin at

                 me, nodding his head "Yes," sayin

                 "I know...I know...I know."

                 Meanwhile his right hand is

                 creepin towards his glove box.  So

                 I scream at him, "Asshole, you

                 better fuckin freeze right now!"

                 And he's still lookin right at me,

                 saying

                 "I know...I know...I know."  And

                 his right hand's still going for

                 the glove box.



       The CAMERA PANS away from the sheriffs to Freddy, up

       against the urinal, playing possum, pretending to piss.



                              SHERIFF #2 (O.S.)

                 I tell 'im, "Buddy, I'm gonna

                 shoot you in the face right now if

                 you don't put your hands on the

                 fuckin dash."  And the guy's

                 girlfriend, a real sexy Oriental

                 bitch, starts screamin at him,

                 "Chuck, are you out of your mind?

                 Put your hands on the dash like

                 the officer said."  And then like

                 nothing, the guy snaps out of it

                 and casually puts his hands on the

                 dash.



       Freddy finishes his playing possum piss, and walks past

       the sheriffs over to the sink.  The CAMERA PANS with him.

       A sheriff is sitting on a sink.  He looks down and watches

       Freddy wash his hands.



                              SHERIFF #1

                 What was he goin for?



                              SHERIFF #2

                 His registration.  Stupid fuckin

                 citizen, doesn't have the

                 slightest idea how close he came

                 to gettin shot.



       Freddy finishes washing his hands.  He goes to dry them,

       but there's only those hand drying machines.  Freddy turns

       on the drying machine.  He can't hear anything the

       sheriffs say now.  The sound of the machine dominates the

       sound track.



       These following shots are SLOW MOTION.



       CU OF FREDDY



       CU of his HANDS, rubbing each other getting blown dry



       SHOT OF SHERIFFS talking.  We can't hear them because of

       the machine.



       CU OF MACHINE



       MEDIUM OF SHERIFF ON SINK, smoking a cigarette, glancing

       over at Freddy.



       CU OF GERMAN SHEPHERD



       Machine turns off.



                                                        CUT TO:





35     INT. OFFICE - DAY



       CU MUG SHOT OF MR. WHITE



                              FREDDY (OS)

                 That's him, that's Mr. White.



       FULL SCENE



       An office upstairs in the undercover division of the

       police station.





       TWO SHOT OF FREDDY AND HOLDAWAY



       look at mug shot.



                              HOLDAWAY

                 Lawrence Dimick.  Let's see what

                 we got on him.



       CU OF COMPUTER SCREEN



       the name DIMICK, LAWRENCE is typed in.





       C.U. ENTER BUTTON IS PRESSED





       C.U. OF FEMALE COMPUTER OPERATOR, JODIE SEIGEL.



                              JODIE

                 This is your life, Lawrence

                 Dimick!





       C.U. OF COMPUTER PRINTER



       printing out sheet.  The noise of the printer plays loud

       over the soundtrack. Jodie's hand comes into FRAME and

       tears sheet from the printer.



                                                        CUT TO:





36     INT. HOLDAWAY'S OFFICE - DAY



       Holdaway sits behind his desk.  Freddy sits on the edge of

       the desk eating a Double-Double with cheese.  They look

       into the CAMERA.



       We hear Jodie's voice OFFSCREEN.



                              JODIE (OS)

                 Lawrence "Larry" Dimick.  Also

                 known as Lawrence Jacobs and Alvin

                 "Al" Jacobs.  This guy is Mr. Joe-

                 Armed-Robbery.  He's

                 a pro and he makes it a habit not

                 to get caught.





       MEDIUM SHOT OF JODIE



       DOLLY slowly into C.U.



                              JODIE

                 He's only been convicted twice,

                 which is pretty good for somebody

                 living a life of crime.  Once for

                 armed robbery, when he was twenty-

                 one, in Milwaukee.





       C.U. FREDDY



                              FREDDY

                 What was it?





       JODIE



                              JODIE

                 Payroll office at a lumber yard.

                 First offense - he got eighteen

                 months.  He didn't get busted

                 again until he was thirty-two.

                 And then it was a backdoor bust.

                 A routine vice squad roust.  They

                 roust this bar, out buddy Lawrence

                 is in there knocking down a few.

                 He gets picked up.  He's wearing

                 on his person an outlaw .45

                 automatic, apparently his weapon

                 of choice.  Also, on his finger is

                 a diamond ring from a jewelry

                 store robbery a year earlier.  He

                 got two years back inside for

                 that.





       TWO SHOT OF HOLDAWAY AND FREDDY



       Freddy winces.



                              FREDDY

                 Goddamn, that's hard time.





       JODIE



                              JODIE

                 So far, it's the only time he's

                 ever done.





       CU HOLDAWAY



                              HOLDAWAY

                 Was this vice squad bullshit in

                 Milwaukee?





       JODIE



                              JODIE

                 No.  The vice squad roust was in

                 L.A.  He's been in Los Angeles

                 since '77.





       DOLLY BEHIND HOLDAWAY'S DESK



       from left to right.



                              FREDDY

                 When did he do this time?



                              JODIE

                 Back in '83, got out late '86.  I

                 found something else out I think

                 you two should be aware of.

                 About a year and a half ago, up in

                 Sacramento, an undercover cop,

                 John Dolenz, worked his way into a

                 bank job.  Apparently before the

                 job they found out he was a cop.

                 Now picture this:  It's Dolenz's

                 birthday, a bunch of cops are

                 waiting in his apartment for a

                 surprise party.  The door opens,

                 everyone yells "Surprise!", and

                 standing in the doorway is Dolenz

                 and this other guy sticking a gun

                 in Dolenz's ribs.  Before anybody

                 knows what's going on, this

                 stranger shoots Dolenz dead and

                 starts firing two .45 automatics

                 into the crowd.



                              HOLDAWAY

                 What happened?



       The DOLLY moves behind Jodie.



                              JODIE

                 It was a mess.  Cops got hit,

                 wives got hit, girlfriends got

                 hit, his dog got hit.  People got

                 glass in their faces.  Three were

                 killed, six were wounded.



                              FREDDY

                 They couldn't pin the killing on

                 one of the bank robbers?



                              JODIE

                 They tried, but they didn't have a

                 positive I.D. and all those guys

                 had alibis.  Besides, we really

                 didn't have anything on them.  We

                 had the testimony of a dead man

                 that they were talking

                 about committing a robbery.  They

                 never went ahead with the bank

                 job.



       The DOLLY completes its circle.



                              FREDDY

                 And Larry Dimick was one of the

                 boys?



                              JODIE

                 He was probably the one.





       ON HOLDAWAY



                              HOLDAWAY

                 Just how sure are you with your

                 cover?



       PAN to C.U. on Freddy.



                              FREDDY

                 Today they may know something,

                 tomorrow they may know something

                 else.  But yesterday they didn't

                 know anything.





       C.U. OF MR. WHITE'S MUG SHOT



                              FREDDY (OS)

                 What's the next step?



                              HOLDAWAY (OS)

                 Do what they told ya.  Sit in your

                 apartment and wait for 'em to call

                 you.  We'll have guys posted

                 outside who'll follow you when

                 they pick you up.





35     INT.  FREDDY'S APARTMENT - DAY



       C.U. TELEPHONE



       It RINGS.  Freddy answers it, we FOLLOW the receiver up to

       his face.



                              FREDDY

                 Hello.



                              NICE GUY EDDIE (OS)

                         (through phone)

                 It's time.  Grab your jacket--





36     INT. NICE GUY EDDIE'S CAR (PARKED) - DAY



       C.U. of Nice Guy Eddie speaking into the car phone.



                              EDDIE

                 --We're parked outside.



                              FREDDY (OS)

                         (through phone)

                 I'll be right down.



       We hear the CLICK of Freddy hanging up through the phone.

       Nice Guy places the receiver back in its cradle.



                              EDDIE

                 He'll be right down.





39     INT. FREDDY'S APARTMENT - DAY



       The CAMERA follows Freddy as he hops around the

       apartment getting everything he needs.  He puts on

       his jacket and slips on some sneakers.



       DOLLY fast toward the front door knob.  Freddy's hand

       comes into FRAME, grabs the knob, then lets go.  We MOVE

       UP to his face.



       Fear.



                              FREDDY

                         (to himself)

                 Don't pussy out on me now.  They

                 don't know.  They don't know shit.

                         (pause)

                 You're not gonna get hurt.  You're

                 fucking Baretta and they believe

                 every word, cuz

                 you're super cool.



       He exits FRAME. We stay put and hear the door open and

       close OFF SCREEN.





40     EXT. FREDDY'S APARTMENT - DAY



       COPS' POV



       From inside an unmarked car across the street, the TWO

       COPS watching Freddy see him walk out of his building and

       up to Eddie's parked car.



                              COP #1 (OS)

                 There goes our boy.



                              COP #2 (OS)

                 I swear, a guy has to have rocks

                 in his head the size of Gibraltar

                 to work undercover.



                              COP #1 (OS)

                 Do you want one of these?



                              COP #2 (OS)

                 Yeah, gimme the bear claw.



       Freddy gets into the car and it pulls into traffic.



       Cop #1 starts the engine and follows.





41     INT. NICE GUY EDDIE'S CAR (MOVING) - DAY



       Nice Guy Eddie is behind the wheel.  Mr. Pink is

       in the passenger seat.  Freddy and Mr. White are in the

       backseat together.



                              MR. PINK

                 ...Hey, I know what I'm talkin

                 about, black women ain't the same

                 as white women.



                              MR. WHITE

                         (sarcastically)

                 There's a slight difference.



       The car laughs.



                              MR. PINK 

                 Go ahead and laugh, you know what

                 I mean.  What a while bitch will

                 put up with, a black bitch won't

                 put up with for a minute.  They

                 got a line, and if you cross it,

                 they fuck you up.



                              EDDIE

                 I gotta go along with Mr. Pink on

                 this.  I've seen it happen.



                              MR. WHITE

                 Okay, Mr. Expert. If this is such

                 a truism, how come every nigger I

                 know treats his woman like a piece

                 of shit?



                              MR. PINK

                 I'll make you a bet that those

                 same damn niggers who were showin

                 their ass in public, when their

                 bitches get 'em home, they chill

                 the fuck out.



                              MR. WHITE

                 Not these guys.



                              MR. PINK

                 Yeah, those guys too.



                              EDDIE

                 Let me tell you guys a story.  In

                 one of daddy's clubs there was

                 this black cocktail waitress named

                 Elois.



                              MR. WHITE

                 Elois?



                              EDDIE

                 Yeah, Elois. E and Lois.  We

                 called her Lady E.



                              MR. WHITE

                 Where was she from, Compton?



                              EDDIE

                 No.  She was from Ladora Heights.



                              MR. PINK

                 The black Beverly Hills.  I knew

                 this lady from Ladora Heights

                 once.

                         (in a stuck up black

                          female voice)

                 "Hi, I'm from Ladora Heights, it's

                 the black Beverly Hills."

                              EDDIE

                 It's not the black Beverly Hills,

                 it's the black Palos Verdes.

                 Anyway, this chick, Elois, was a

                 man-eater-upper.  I bet every guy

                 who's ever met her has jacked off

                 to her at least once.  You know

                 who she looked like?  Christie

                 Love.  'Member that TV show "Get

                 Christie Love"?  She was a black

                 female cop.  She always used to

                 say "You're under arrest, sugar."



                              MR. PINK

                 I was in the sixth grade when that

                 show was on.  I totally dug it.

                 What the fuck was the name of the

                 chick who played Christie

                 Love?



                              EDDIE

                 Pam Grier.



                              MR. PINK

                 No, it wasn't Pan Grier, Pan Grier

                 was the other one.  Pan Grier made

                 the movies.  Christie Love was

                 like a Pam Grier TV show, without

                 Pam Grier.



                              MR. PINK

                 What the fuck was that chick's

                 name?  Oh this is just great, I'm

                 totally fuckin tortured now.



                              EDDIE

                 Well, whoever she was, Elois

                 looked like her.  So one night I

                 walk into the club, and no Elois.

                 Now the bartender was a wetback,

                 he was a friend of mine, his name

                 was Carlos.

                 So I asked him "Hey, Carlos,

                 where's Lady E tonight?"  Well

                 apparently Lady E was married to

                 this real piece of dog shit.  I

                 mean a real animal.  And

                 apparently he would so things to

                 her.



                              FREDDY



                 Do things?  What would he do?  You

                 mean like beat her up?



                              EDDIE

                 Nobody knows for sure what he did.

                 We just know he did something.

                 Anyway, Elois plays it real cool.

                 And waits for the next time this

                 bag of shit gets drunk.  So one

                 night the guy gets drunk and

                 passes out on the couch.  So while

                 the guy's

                 inebriated, she strips him naked.

                 Then she takes some crazy glue and

                 glues his dick to his belly.



       The car reacts to how horrible that would be.



                              EDDIE

                 I'm dead fuckin serious.  She put

                 some on his dick and some on his

                 belly, then stuck 'em together.

                 The paramedics had to come and cut

                 it loose.



       The car reacts badly.



                              MR. WHITE

                 Jesus Christ!



                              FREDDY

                 You can do some crazy things with

                 it.



                              EDDIE

                 I don't know what he did to her,

                 but she got even.



                              MR. WHITE

                 Was he all pissed off?



                              MR. PINK

                 How would you feel if you had to

                 do a handstand every time you took

                 a piss.



       The car laughs.





42     EXT. WAREHOUSE - DAY



       Nice Guy Eddie pulls up outside the warehouse.

       The four men climb out of the car and follow Eddie inside.





43     INT. WAREHOUSE - DAY



       The four men enter the building.



       At the other end of the warehouse, sitting in chairs, are

       Mr. Blonde, Mr. Brown, Mr. Blue and Joe Cabot.



       We shoot this from OVERHEAD, looking down on the men.



                              JOE

                         (to everybody)

                 ...So they're talkin about how

                 they get their wives off, and the

                 French guys says:

                        (in a bad French

                         accent)

                 "All I gotta do is take my pinky

                 and tickle my Fifi's little oo la

                 la  and she rises a foot off the

                 bed."



       Back to Joe.



                 So the dago says:





       CU ON JOE



                              JOE

                          (in a good Brooklyn

                           accent)

                 "That's nothin.  When I take the

                 tip of my tongue and wiggle it

                 against my Mary Louise's little

                 fun pimple, she rises two feet off

                 da bed."  Then our friend from

                 Poland says:

                         (in dumb voice)

                 "You guys ain't no cocksmen. When

                 I get through fuckin my Sophie, I

                 wipe my dick on the curtains and

                 you know what?  She hits the

                 roof!"



       Joe laughs like a crazy man.



                              JOE

                 Ha, ha, ha, ha, ha, ha!



       We hear a lot of laughing OFF SCREEN.



                              JOE

                 Ain't that a masterpiece?  Stupid

                 fuckin Polack, wipes his dick on

                 the drapes.



       Joe's eyes greet the new arrivals.



                              JOE

                 You're here, great!



       Joe EXITS C.U.



       We now have everybody from the Uncle Bob's Pancake House

       scene together again.  Some sit on folding chairs, some

       stand.  Joe sits in front of them on the edge of a table.

       A blackboard with a layout of the jewelry store is off to

       the right.



       We do a 360 around the men.



                              EDDIE

                 We woulda gotten here sooner, but

                 we got backed up around La Brea

                 and Pico.



                              JOE

                 No hurry.

                         (to the boys)

                 All right, let's get to know one

                 another.  With the exception of

                 Eddie and myself, who you already

                 know, you'll be using aliases.

                 Under no circumstances are you to

                 tell one another your real name or

                 anything else about yourself.

                 That includes where you're from,

                 your wife's name, where you

                 might've done time, about a bank

                 in St. Petersburg you might've

                 robbed.  You guys don't say shit

                 about who you are, where you been

                 or what you've done.  Only thing

                 you guys can talk about is what

                 you're going to do.  This way the

                 only ones who know who the members

                 of the team are are Eddie and

                 myself.  And that's the way I like

                 it.  Because in the unlikely event

                 of one of you getting apprehended

                 by the cops, not that I expect

                 that to happen - it most

                 definitely should not happen - it

                 hasn't happened, you don't have

                 anything to deal with.  You don't

                 know any names.  You know my name,

                 you know Eddie's name.  That I

                 don't care about.  You gotta prove

                 it.  I ain't worried.  Besides,

                 this way you gotta trust me.  I

                 like that.  I set this up and

                 picked the men I wanted for it.

                 None of you came to me, I

                 approached all of you.  I know

                 you.  I know your work, I know

                 your reputation.  I know you as

                 men.  Except for this guy.



       Joe points a finger at Freddy.



       Freddy shits a brick.



                              JOE

                 But he's OK.  If he wasn't OK, he

                 wouldn't be here.  Okay, let me

                 introduce everybody to everybody.

                 But once again, at the risk of

                 being redundant, if I even think I

                 hear somebody telling or referring

                 to somebody by their Christian

                 name...

                         (Joe searches for the

                          right words)

                 ...you won't want to be you.

                 Okay, quickly.

                         (pointing at the men

                          as he gives them a

                          name)

                 Mr. Brown, Mr. White, Mr. Blonde,

                 Mr. Blue, Mr. Orange, and Mr.

                 Pink.



                              MR. PINK

                 Why am I Mr. Pink?



                              JOE

                 Cause you're a faggot.



       Everybody laughs.



                              MR. PINK

                 Why can't we pick out our own

                 colors?



                              JOE

                 I tried that once, it don't work.

                 You get four guys fighting over

                 who's gonna be Mr. Black.  Since

                 nobody knows anybody else, nobody

                 wants to back down.  So forget it,

                 I pick.  Be thankful you're not

                 Mr. Yellow.



                              MR. BROWN

                 Yeah, but Mr. Brown?  That's too

                 close to Mr. Shit.



       Everybody laughs.



                              MR. PINK

                 Yeah, Mr. Pink sounds like Mr.

                 Pussy.  Tell you what, let me be

                 Mr. Purple.  That sounds good to

                 me, I'm Mr. Purple.



                              JOE

                 You're not Mr. Purple, somebody

                 from another job's Mr. Purple.

                 You're Mr. Pink.



                              MR. WHITE

                 Who cares what your name is?  Who

                 cares if you're Mr. Pink, Mr.

                 Purple, Mr. Pussy, Mr. Piss...



                              MR. PINK

                 Oh that's really easy for you to

                 say, you're Mr. White.  You gotta

                 cool-sounding name.  So tell me,

                 Mr. White, if you think "Mr. Pink"

                 is no big deal, you wanna trade?



                              JOE

                 Nobody's trading with anybody!

                 Look, this ain't a goddamn fuckin

                 city counsel meeting!  Listen up

                 Mr. Pink.  We got two ways here,

                 my way or the highway.  And you

                 can go down either of 'em.  So

                 what's it gonna be, Mr. Pink?



                              MR. PINK

                 Jesus Christ, Joe.  Fuckin forget

                 it.  This is beneath me.  I'm Mr.

                 Pink, let's move on.



       CAMERA leaves the team and goes to the blackboard

       with the layout of the jewelry store on it.



                              JOE (OS)

                 Okay fellas, let's get into this.



                                                        CUT TO:





44     EXT. BLEACHERS - DAY



       Freddy and Holdaway sit on some bleachers in an empty

       little league baseball field.



                              HOLDAWAY

                 Okay, we're gonna station men

                 across the street from Karina's

                 Fine Jewelry.  But their orders

                 will be not to move in unless the

                 robbery gets out of control.  You

                 gotta make sure they don't have to

                 move in.  You're inside to make

                 sure that everything goes

                 according to Hoyle.  We have men

                 set up a block away from the

                 warehouse rendezvous.  They got

                 complete visibility of the

                 exterior.  So as soon as Joe Cabot

                 shows up, we'll see it.



                              FREDDY

                 What's your visibility of the

                 interior?



                              HOLDAWAY

                 We can't see shit on the inside.

                 And we can't risk gettin any

                 closer for fear they'll spot us.



                              FREDDY

                 This is bullshit, Jim.  I get all

                 the fuckin danger of having you

                 guys in my back pocket but none of

                 the safety.



                              HOLDAWAY

                 What's the matter, Newendyke?  Job

                 too tough for ya?  No one lied to

                 you.  You always knew we'd hang

                 back until Joe Cabot showed up.



                              FREDDY

                 Oh this is great.  You ain't

                 giving me no fuckin protection

                 whatsoever.  But you are giving me

                 an attitude.



                              HOLDAWAY

                 Since when does an undercover cop

                 have protection?  Freddy, you came

                 into this thing with your eyes

                 wide open, so don't start screamin

                 blind man now.  I understand

                 you're nervous.  I wish the

                 warehouse had more visible

                 windows, but it doesn't.  We have

                 to make do with the cards we're

                 dealt.



                              FREDDY

                 I didn't say I wasn't gonna do it.

                 I'm just remarking on how shitty

                 the situation is!



                              HOLDAWAY

                 I don't mean to be harsh with ya,

                 but I've found tough love works

                 best in these situations.  We have

                 to get Joe Cabot in the company of

                 the thieves and in the same

                 vicinity as the loot.

                 We don't care about these other

                 bastards.  We're willing to offer

                 them good deals to testify against

                 Cabot.



                              FREDDY

                 Isn't this risk unorthodox?



                              HOLDAWAY

                 What?



                              FREDDY

                 Letting them go ahead with the

                 robbery?



                              HOLDAWAY

                 The whole idea behind this

                 operation is to catch Joe Cabot

                 red-handed.  We bust these hired

                 hands, we ain't accomplished shit.

                 Letting them go through with the

                 heist is a risk, but Cabot's jobs

                 are very clean.  We got people

                 surrounding the perimeter.  We got

                 a guy and a gal on the inside

                 posing as a couple shopping for

                 rings.  We could replace the

                 employees with cops, but we'd run

                 the risk of tipping 'em off.



                              FREDDY

                 That's out.  They know the faces

                 of who works what shift.



                              HOLDAWAY

                 These guys are professionals.

                 We're professionals.  It's a risk,

                 but I think it's a calculated

                 risk.





45     EXT. KARINA'S FINE JEWELRY - DAY



       We see MOS SHOTS of the outside of the jewelry store.



       CUSTOMERS coming and going.  STORE CLERKS waiting on

       customers through the windows.



       While we look at this we HEAR over the soundtrack Mr.

       White and Freddy talking OFF SCREEN.



                              MR. WHITE (VO)

                 Let's go over it.  Where are you?



                              FREDDY (VO)

                 I stand outside and guard the

                 door.  I don't let anybody come in

                 or go out.



                              MR. WHITE (VO)

                 Mr. Brown?



                              FREDDY (VO)

                 Mr. Brown stays in the car.  He's

                 parked across the street till I

                 give him the signal, then he pulls

                 up in front of the store.



                              MR. WHITE (VO)

                 Mr. Blonde and Mr. Blue?



                              FREDDY (VO)

                 Crowd control.  They handle

                 customers and employees in the

                 display area.





46     INT. MR. WHITE'S CAR (PARKED) - DAY



       Mr. White and Freddy sit in a car parked across the street

       from the jewelry store, staking it out.



                              MR. WHITE

                 Myself and Mr. Pink?



                              FREDDY

                 You two take the manager in the

                 back and make him give you the

                 diamonds.  We're there for those

                 stones, period.  Since no display

                 cases are being fucked with, no

                 alarms should go off.  We're out

                 of there in two minutes, not one

                 second longer.  What if the

                 manager won't give up the

                 diamonds?



                              MR. WHITE

                 When you're dealing with a store

                 like this, they're insured up the

                 ass.  They're not supposed to give

                 you and resistance

                 whatsoever.  If you get a customer

                 or an employee who thinks he's

                 Charles Bronson, take the butt of

                 your gun and smash their nose in.

                 Drops 'em right to the floor.

                 Everyone jumps, he falls down,

                 screaming, blood squirts out his

                 nose.  Freaks everybody out.

                 Nobody says fuckin shit after

                 that.  You might get some bitch

                 talk shit to ya.  But give her a

                 look, like you're gonna smash her

                 in the face next.  Watch her shut

                 the fuck up.  Now if it's a

                 manager, that's a different story.

                 The managers know better than to

                 fuck around.  So if one's givin

                 you static, he probably thinks

                 he's a real cowboy.  So what you

                 gotta do is break that son-of-a-

                 bitch in two.  If you wanna know

                 something and he won't tell you,

                 cut off one of his fingers.  The

                 little one.  Then you tell 'im his

                 thumb's next.  After that he'll

                 tell ya if he wears ladies

                 underwear.  I'm hungry, let's get

                 a taco.



                                                        CUT TO:





47     EXT. ALLEY - DAY



       It's the moment of the robbery.  The alley is empty.



       In the distance we hear all hell breaking loose.  Guns

       FIRING, people SHOUTING and SCREAMING, sirens WAILING,

       glass BREAKING...



       A car whips around the corner, into the alley.



       The doors BURST open, Freddy and Mr. White hop out.



       Freddy opens the driver's side door.  A bloody SCREAMING

       Mr. Brown FALLS out.



                              MR. BROWN

                         (screaming)

                 My eyes!  My eyes!  I'm blind, I'm

                 fucking blind!



                              FREDDY

                 You're not blind, there's just

                 blood in your eyes.



       Mr. White loads his two .45 automatics.  He RUNS to the

       end of the alley just as a police car comes into SIGHT.



       FIRING both .45's, Mr. White massacres everyone in the

       patrol car.



       Freddy, holding the dying Mr. Brown, looks on at Mr.

       White's ambush in shock.



       Mr. Brown lifts his head up, blood in his eyes.



                              MR. BROWN

                 Mr. Orange?  You're Mr. Orange,

                 aren't you?



       By the time Freddy turns his head back to him, Mr. Brown

       is dead.



       Mr. White RUNS up to Freddy.



                              MR. WHITE

                 Is he dead?



       Freddy doesn't answer, he can't.



                              MR. WHITE

                 Did he did or not?



       Freddy, scared.



                              FREDDY

                 I'm sorry.



                              MR. WHITE

                 What?  Snap out of it!



       Mr. White GRABS Freddy by the coat and YANKS him along as

       he RUNS.



       They EXIT the alley and FLEE down a street.



       A car with a FEMALE DRIVER comes up on the two men.



       Mr. White JUMPS in her path, stopping the car.  He points

       his jun at her.



                              MR. WHITE

                 Get us outta here!



       Mr. White climbs into the backseat.



       Freddy starts to climb in.



       The Female driver comes up with a gun from under her seat.



                              MR. WHITE

                 The bitch's got a gun!



       She SHOOTS Freddy in the stomach.



       On instinct Freddy brings up his gun and SHOOTS her in the

       face.





       C.U. ON FREDDY



       as he FALLS to the ground he realizes what's happened

       to him and what he's done.  SLOW MOTION.



       Mr White DRAGS the dead female driver out of the car.  He

       SHOVES Freddy in the backseat and DRIVES away.





48     INT. GETAWAY CAR (MOVING) - DAY



       Freddy holding his stomach and doubled over in pain is

       CRYING.



       We replay the scene between Freddy and Mr. White in the

       getaway car.  Except this time, we never leave Freddy.



                              MR. WHITE (OS)

                 Just hold on buddy boy.



                              FREDDY

                 I'm sorry.  I can't believe she

                 killed me...





       CUT FROM FREDDY IN THE BACKSEAT TO:





49     INT. NICE GUY EDDIE'S CAR (MOVING) - DAY



       Mr. Pink is behind the wheel, Nice Guy Eddie is in the

       passenger seat going through the satchel with the

       diamonds.  Mr. White is in the backseat.  The car is

       SPEEDING back to the garage.



                              EDDIE

                         (looking through the

                          case)

                 You know, all things considered,

                 this was pretty successful.



                              MR. WHITE

                 I don't believe you just said

                 that.



                              EDDIE

                 No, it was messy as hell, but do

                 you realize how much you got away

                 with?  There's over two million

                 dollars worth of diamonds here.



                              MR. PINK

                 I love this guy.



                              EDDIE

                 Hey, what's done is done.  We can

                 all sit around and have a big cry

                 about it or we can deal with the

                 situation at hand.



                              MR. WHITE

                 The situation as hand isn't that

                 fuckin satchel.  You and Joe have

                 a responsibility to your men.



                              EDDIE

                 Hey, it's the best I could do.



                              MR. WHITE

                 The man is fucking dying.



                              EDDIE

                 And I'm telling you, Bonnie'll

                 take care of him.



                              MR. WHITE

                 He needs a doctor, not a fuckin

                 nurse.



                              EDDIE

                 Ask me how many doctors I called.

                 You wanna embarrass yourself, ask

                 me how many doctors I called.



                              MR. WHITE

                 Obviously not enough.



                              EDDIE

                 Fuck you! You gotta little black

                 book, then whip is out.  If not,

                 listen how it is.  I called three

                 doctors and couldn't get through

                 to shit.  Now, time being a

                 factor, I called Bonnie.  Sweet

                 broad, helluva broad, and a

                 registered nurse.  Told her a

                 bullshit story, upside:  she said

                 bring him to her apartment.



                              MR. WHITE

                 If he dies I'm holding you

                 personally responsible.



                              EDDIE

                 Fuck you buddy boy!  Okay, you

                 wanna play that way.  I am

                 personally leaving myself

                 vulnerable with this Bonnie

                 situation.  I don't think she'll

                 call the cops, but I don't know

                 for sure.  But me being too nice-

                 a-fuckin-guy was willin to risk

                 it.  But no fuckin more.

                         (he grabs his

                          portable phone)

                 I'm callin Bonnie back and tellin

                 her to forget it.  You take care

                 of your friend, you know so much

                 about it.



                              MR. PINK

                 Goddamnit, will you guys grow up!



                              EDDIE

                 I don't need to grow up, my

                 friend.  I am a grown up.  I'm

                 being responsible, I'm taking care

                 of business.



                              MR. WHITE

                 Cut the shit!  I don't think you

                 called anybody except some cooze

                 you once fucked, who happens to

                 wear orthopedic shoes.  And I

                 don't think that's good enough

                 care for a gut-shot man.



                              EDDIE

                 Yeah, well I don't give a flying

                 fuck what you think!



                              MR. PINK

                         (to Mr. White)

                 Look, he's not sayin this bitch is

                 gonna operate on him.  She's gonna

                 give him better attention than we

                 can until we can get a doctor.

                 Nobody's forgotten about doctors.

                 Joe'll get one in a snap.  This is

                 something we're doing in the

                 meantime.  I think both of you are

                 actin like a couple of assholes.



                              EDDIE

                 Yeah, right.  I arrange a nurse, I

                 leave myself wide open, and I'm an

                 asshole.





50     INT. WAREHOUSE - DAY



       MEDIUM SHOT on the door.  Nice Guy Eddie, Mr. White and

       Mr. Pink walk through it.  They stop in their tracks.



       We see what they see.  Mr. Blonde, lying on the ground,

       shot full of holes.  The cop slumped over in his chair, a

       bloody mess, Mr. Orange lying at the cop's feet, holding

       his wound.  Eddie, Mr. White and Mr. Pink walk into the

       shot.



                              EDDIE

                 What the fuck happened here?



       Eddie runs over to his friend Mr. Blonde/Toothpick Vic.



                              MR. WHITE

                         (to Mr. Orange)

                 What happened?



                              MR. ORANGE

                         (very weakly)

                 Blonde went crazy.  He slashed the

                 cop's face, cut off his ear and

                 was gonna burn him alive.



                              EDDIE

                         (yelling)

                 Who cares what he was gonna do to

                 this fuckin pig?



       Eddie whips out his gun and SHOOTS the cop.  The cop and

       the chair tip over.  Eddie stands over him and SHOOTS him

       once more.



                              EDDIE

                         (to Mr. Orange)

                 You were saying he went crazy?

                 Something like that?  Worse or

                 better?



                              MR. ORANGE

                 Look, Eddie, he was pullin a burn.

                 He was gonna kill the cop and me.

                 And when you guys walked through

                 the door, he was gonna blow you to

                 hell and make off with the

                 diamonds.



                              MR. WHITE

                         (to Eddie)

                 Uhuh, uhuh, what's I tell ya?

                 That sick piece of shit was a

                 stone cold psycho.



                              MR. ORANGE

                         (to Eddie)

                 You could've asked the cop, if you

                 didn't just kill him.  He talked

                 about what he was going to do when

                 he was slicing him up.



                              EDDIE

                 I don't buy it.  It doesn't make

                 sense.



                              MR. WHITE

                 It makes perfect fuckin sense to

                 me.  Eddie, you didn't see how he

                 acted during the job, we did.



       Mr. Pink walks over to the cop's body.



                              MR. PINK

                 He's right about the ear, it's

                 hacked off.



                              EDDIE

                         (to Mr. Orange)

                 Let me say this out loud, just to

                 get it straight in my mind.

                 According to you, Mr. Blonde was

                 gonna kill you.  Then when we came

                 back, kill us, grab the diamonds,

                 and scram.  That's your story?

                 I'm correct about that, right?



                              MR. ORANGE

                 Eddie, you can believe me or not

                 believe me, but it's the truth.  I

                 swear on my mother's eternal soul

                 that's what happened.



       The CAMERA mover into a C.U. of Nice Guy Eddie.



       There's a long pause while he rolls over what Mr. Orange

       has said.  Finally:



                              EDDIE

                 You're a fuckin liar.  Now why

                 don't you drop the fuckin fairy

                 tale and tell me what really

                 happened?



                              MR. WHITE (OS)

                 He told you what really happened.

                 You just can't deal with it.



                              MR. ORANGE (OS)

                 Okay, you're right, I'm lying.

                 Even though I'm fuckin dyin I'm

                 not above pullin a fast one.  Get

                 rid of Blonde, we share his split

                 - no, scratch that, I shot him

                 'cause I didn't like his hair

                 style.  I didn't like his shoes

                 either.  If it has just been his

                 hair, I'd've maybe, maybe I said,

                 let him live.  But hair and

                 footwear together, he's a goner.



                              EDDIE

                 The man you killed was just

                 released from prison.  He got

                 caught at a company warehouse full

                 of hot items.  He could've walked

                 away.  All he had to do was say my

                 dad's name.  But instead he shut

                 his mouth and did his time.  He

                 did four years for us, and he did

                 'em like a man.  And we were very

                 grateful.  So, Mr. Orange, you're

                 tellin me this very good friend of

                 mine, who did four years for my

                 father, who in four years never

                 made a deal, no matter what they

                 dangled in front of him, you're

                 telling me that now, that now this

                 man is free, and we're making good

                 on our commitment to him, he's

                 just gonna decide, right out of

                 the fuckin blue, to rip us off?



       Silence.



                              EDDIE

                 Mr. Orange, why don't you tell me

                 what really happened?



                              VOICE (OS)

                 Why?  It'll just be more bullshit.



       Eddie steps out of his C.U. and we see Joe Cabot standing

       in the warehouse doorway.  He walks into the room.



                              JOE

                         (pointing to Mr.

                          Orange)

                 This man set us up.



       CAMERA does a 360 around the men.



                              EDDIE

                 Daddy, I'm sorry, I don't know

                 what's happening.



                              JOE

                 That's okay, Eddie, I do.



                              MR. WHITE

                         (to Joe)

                 What the fuck are you talking

                 about?



                              JOE

                         (pointing to Mr.

                          Orange)

                 That piece of shit.  Workin with

                 the cops.



                              MR. WHITE   MR. PINK   EDDIE

                 What?



                              JOE

                 I said this lump of shit is workin

                 with the LAPD.





       MR. ORANGE'S POV



       Looking up from the floor at everybody.



       Joe looks down at Mr. Orange.



                              JOE

                 Aren't you?



                              MR. ORANGE (OS)

                 I don't have the slightest fuckin

                 idea what you're talkin about.



                              MR. WHITE

                         (very calmly to Joe)

                 Joe, I don't know what you think

                 you know, but you're wrong.



                              JOE

                 Like hell I am.



                              MR. WHITE

                         (very calmly)

                 Joe, trust me on this, you've made

                 a mistake.  He's a good kid. I

                 understand you're hot, you're

                 super-fuckin pissed.  We're all

                 real emotional.  But you're

                 barking up the wrong tree.  I know

                 this man, and he wouldn't do that.



                              JOE

                 You don't know jack shit.  I do.

                 This rotten bastard tipped off the

                 cops and got Mr. Brown and Mr.

                 Blue killed.



                              MR. PINK

                 Mr. Blue's dead?



                              JOE

                 Dead as Dillinger.



                              EDDIE

                 The motherfucker killed Vic.



                              MR. WHITE

                 How do you know all this?



                              JOE

                 He was the only one I wasn't a

                 hundred percent on.  I should have

                 my fucking head examined for goin

                 forward when I wasn't a hundred

                 percent.  But he seemed like a

                 good kid, and I was impatient and

                 greedy and all the things that

                 fuck you up.



                              MR. WHITE

                         (screaming)

                 That's your proof?



                              JOE

                 You don't need proof when you got

                 instinct.  I ignored it before,

                 but not no more.



       He WHIPS out a revolver and aims it at Mr. Orange.



       Mr. White brings his .45 up at Joe.



       Eddie and Mr. Pink are shook awake by the flash of

       firearms.



       Eddie raises his gun, pointing it at Mr. White.



                              EDDIE

                 Have you lost your fucking mind?

                 Put your gun down!



       Mr. Pink fades into the B.G., wanting no part of this.



                              MR. WHITE

                 Joe, you're making a terrible

                 mistake I can't let you make.



                              EDDIE

                 Stop pointing your fuckin gun at

                 daddy!



       Joe, never taking his eyes off Mr. Orange.



                              JOE

                 Don't worry, Eddie.  Me and Larry

                 have been friends a long time, he

                 ain't gonna shoot.  We like each

                 other too much.



                              MR. WHITE

                 Joe, if you kill that man, you die

                 next.  Repeat, if you kill that

                 man, you die next!



       We get many different angles of the Mexican standoff.





       MEDIUMS ON EVERYBODY



       Mr. Orange holding his belly, looking from left to right.



       Joe pointing down on Mr. Orange.  Not taking his eyes off

       him.



       Mr. White pointing at Joe, looking like he's ready to

       start firing any minute.



       Eddie scared shitless for his father, gun locked on Mr.

       White.



       Mr. Pink walking backwards away from the action.



       Nobody says nothing.





       FOUR SHOT



       of guys ready for violence.  Mr. Pink in the B.G.



                              MR. PINK

                 C'mon, guys, nobody wants this.

                 We're supposed to me fuckin

                 professionals!



       Joe raises his head to Mr. White.



                              JOE

                 Larry, I'm gonna kill him.



                              MR. WHITE

                 Goddamn you, Joe, don't make me do

                 this!



                              JOE

                 Larry, I'm askin you to trust me

                 on this.



                              MR. WHITE

                 Don't ask me that.



                              JOE

                 I'm not askin, I'm betting.



       Joe's eyes go back to Mr. Orange.



                              EDDIE

                 Daddy, don't!



       Joe FIRES three times, HITTING Mr. Orange with every one.



       Mr. White SHOOTS Joe twice in the face.  Joe brings his

       hands up to his face, screaming, and falls to the ground.



       Eddie FIRES at Mr. White, HITTING him three times in the

       chest.



       Mr. White brings his gun around on Eddie and SHOOTS him.



       The two men FALL to their knees, FIRING at each other.



       Eddie COLLAPSES, dead.



       Joe's dead.



       Mr. Orange lies perfectly still, except for his chest

       heaving.  The only SOUND we hear is his loud breathing.



       Mr. White is SHOT full of holes, but still on his knees,

       not moving.



       Mr. Pink is standing motionless.  Finally he grabs the

       satchel of diamonds and RUNS out the door.



       We hear outside a CAR START.  Then the SOUND of a BULLHORN

       yells out:



                              POLICE FORCE (OS)

                 Freeze! Get out of the car and lie

                 face down on the ground!



                              MR. PINK (OS)

                 Don't shoot!



       We now hear SIRENS, the SOUNDS of more CARS DRIVING UP,

       MEN RUNNING to the warehouse.



       While all this noise is going on, Mr. White tries to stand

       but FALLS DOWN.  He somehow makes it to where Mr. Orange

       lies.



       He lifts Mr. Orange's head, cradling it in his lap and

       stroking his brow.



                              MR. WHITE

                         (with much effort)

                 Sorry, kid.  Looks like we're

                 gonna do a little time.



       Mr. Orange looks up at him and, with even more of an

       effort:



                              MR. ORANGE

                 I'm a cop.



       Mr. White doesn't say anything, he keeps stroking Orange's

       brow.



                              MR. ORANGE

                 I'm sorry, I'm so sorry.



       Mr. White lifts his .45 and places the barrel between Mr.

       Orange's eyes.



       The CAMERA MOVES into an EXTREME C.U. of Mr White.



       The SOUNDS of outside STORM inside.  We don't see

       anything, but we HEAR a bunch of shotguns COCKING.



                              POLICE FORCE (OS)

                 Freeze, motherfucker!  Drop your

                 fucking gun!

       

       Mr White looks up at them, smiles, PULLS the trigger.



       BANG



       We hear a BURST of SHOTGUN FIRE.



       Mr. White is BLOWN out of frame, leaving it empty.

								THE END



This script was found in INFlow. It was shameless taken off from somewhere else, may god, copyright owners and people who worked hard and were not credited forgive us.

