                                       "THE COOLER"

                                            by

                              Frank Hannah and Wayne Kramer

                

               EXT. STYGIAN DARKNESS - NIGHT

               STYGIAN DARKNESS

               The suggestion of traveling through space. Suddenly a star 
               sparkles to life in the distance. Gives rise to another... 
               and another... until we're looking at a whole galaxy of stars. 
               No, not stars. LIGHTS. NEON LIGHTS. A throbbing skyline of 
               neon. LAS VEGAS, NEVADA. As seen from a descending aerial 
               shot. We PLUNGE down into her shimmering embrace... DISSOLVING 
               TO:

               EXT. LAS VEGAS STRIP - NIGHT

               Cruising the Strip, taking in modern day Las Vegas. Sin City 
               gone theme park. Gigantic behemoths of pulsating neon: THE 
               MGM GRAND... EXCALIBUR... LUXOR... TREASURE ISLAND... passing 
               revamped faithfuls like CAESARS and THE DESERT INN...

               ...then heading DOWNTOWN to Fremont Street, where "old school" 
               Vegas makes its last stand. BINION'S HORSESHOE, THE FOUR 
               QUEENS, THE LAS VEGAS CLUB arid...

               THE SHANGRI-LA HOTEL AND CASINO

               One thing's for sure. This place ain't no bastard child of 
               Epcott Center. At least, not yet. Sure there's some flash 
               going on, but it's more class than overkill.

               This is where the pro's come to savor a time forgotten. A 
               joint where every dealer knows your name. Where part of the 
               allure is the smell of moldy paneling and the tactile whisper 
               of worn felt. Where "funny business" doesn't just get you 
               blacklisted... It gets you dead.

               Lets us enter.

               INT. SHANGRI-LA HOTEL AND CASINO - NIGHT

               CREDITS SEQUENCE

               TRACKING through the casino floor; highlighting SLOT MACHINE 
               PAY-OFFS and pockets of rowdy players winning at BLACKJACK, 
               CRAPS and ROULETTE. It's just one of those nights. The tables 
               are on fire.

               A FLOOR MANAGER nods as a hefty bet is paid out to a shooter 
               at a craps table: He checks out his watch, anxious for the 
               arrival of...

               INT. ELEVATOR - NIGHT

               From behind a FIGURE in a suit. All we see is a murky 
               reflection in gold elevator doors. The floor numbers 
               descending rapidly...

               INT. CASINO FLOOR - NIGHT

               STICKMEN, CROUPIERS, DEALERS

               all anticipating the arrival of...

               INT. ELEVATOR - NIGHT

               The elevator doors open... and we PAN DOWN to the figure's 
               feet. He steps out onto the casino floor... and right away 
               we notice he has a pronounced limp.

               Following behind the figure. We haven't seen his features 
               yet... (and won't for a while.)

               TRACKING SERIES —

               -- the figure (seen in soft focus) passes a ROULETTE TABLE, 
               the wheel already in mid-spin. His hand casually brushes the 
               side of the table... and we PAN ACROSS to the wheel -- just 
               in time to see the ball landing on 00. The players HOWL 
               defeat. The croupier rakes in all the losing checks with a 
               slight nod of respect to the passing wraith...

               -- TRACKING PAST SOME BLACKJACK TABLES... RACKING from the 
               passing figure (still in soft focus) to a DEALER calling 
               out:

                                     DEALER
                         Insurance?

               At the next table, ANOTHER DEALER pulls a six card 21. Off 
               the players' stunned reactions. No way! One of the players 
               instinctively glances behind him... but the figure has moved 
               on. The dealer stifles a grin, her eyes following the figure 
               as he heads toward...

               -- A HOT CRAPS TABLE. The CROWD APPLAUDS as the shooter lands 
               a hard eight. The dice are fished back to the player. He 
               shakes them up with double ought bravado. We RACK from his 
               hand LARGE in the f.g. to our murky figure passing in the 
               background. The player throws... (we keep tracking with the 
               figure) as the stickman calls it: SEVEN OUT! to a thundering 
               chorus of disappointment.

               -- Our figure passes by in the foreground, while in the 
               background, we see a growing line of shame at one of the ATM 
               MACHINES.

               -- Following behind our figure as he turns into a corridor 
               of SLOT MACHINES. CUT TO REVERSE ANGLE from the far end of 
               the corridor. As the murky figure approaches, a player in 
               the f.g. hits a jackpot.

               Another player in mid-ground is also in the midst of a payout.

               Suddenly -- with the approach of the figure -- both payouts 
               trickle to a stop.

                                     PLAYER IN F.G.
                              (kicks the slot machine)
                         Don't you hold back, baby. Spit it 
                         out, darlin'. C'mon... Hey! Hey, 
                         this ain't right. S'posed to be eight 
                         hundred dollars. Where's the goddamn 
                         manager? Who's in charge of these 
                         rip-off slots? Yo, ma'am... change 
                         lady...

               CASINO BAR FLOOR - BAR AREA - NIGHT

               FOLLOWING BEHIND the figure as he turns out of the slot 
               corridor and heads over to the bar. He pours himself a cup 
               of coffee.

                                     FIGURE/BERNIE
                         Hey Doris, you got any cream?

               DORIS THE BARTENDER wanders over with a small container. She 
               starts to pour... Empty. We quickly STEADICAM AROUND to reveal 
               BERNIE LOOTZ's features for the first time. His sad sack 
               eyes register scant surprise at the empty cream container.

                                     BERNIE
                         Forget it.

               He's just about to leave, when an attractive COCKTAIL WAITRESS 
               cruises up. NATALIE BELISARIO -- late 20's-mid-30's. 
               Everything about her sparkles, except her eyes.

               They're post-mortem. She appears frazzled. Sifts through 
               some coin tips.

                                     NATALIE
                              (sotto)
                         Shit.
                              (to Doris)
                         Dewars and a Diet Coke. Please.

               A sheepish look comes over Bernie. He tries to catch her 
               eye. She doesn't even glance at him.

                                     BERNIE
                         Hi, Natalie.

               She looks at him. Only the faintest hint of recognition.

                                     NATALIE
                         Hi. Uh...

                                     BERNIE
                         Bernie.

                                     NATALIE
                         Yeah, Bernie.
                              (to Doris)
                         Hey, you seen Shelly around? He 
                         promised to position me at the tables 
                         tonight. I've been on skid row all 
                         week.

                                     DORIS
                              (chilly)
                         You didn't settle me from last night.

                                     NATALIE
                         No? You sure? Fuck... And I was way 
                         under. It's been, like, an A.A. 
                         convention the whole week. I'll make 
                         up for it tonight. Promise.

               Doris mutters something under her breath -- heard that one 
               before -- and dumps Natalie's drinks on her tray.

                                     BERNIE
                         If I see Shelly, I'll let him know. 
                         That you're looking for him.

               Natalie grabs up her tray. Doesn't even look at Bernie.

                                     NATALIE
                         Thanks.

               She takes off.

                                     DORIS
                         Bitch. That's the third time this 
                         month...
                              (to Bernie)
                         Let me get you that cream.

                                     BERNIE
                              (staring after Natalie)
                         Nah, it's okay.

                                     DORIS
                         Don't get sweet on that, Bernie. Not 
                         unless you're looking to get short-
                         changed.

               She raises the empty cream container for effect, turns it 
               over. A few drops dribble out.

               INT. CASINO FLOOR - NIGHT

               Bernie limps away from the bar. We hear another spike of 
               sound from the gaming area. As he approaches, a FLOORMAN 
               stops him.

                                     FLOORMAN
                         Hey, Bernie, Shelly needs you on 
                         eleven.

                                     BERNIE
                              (nods)
                         Uh... Let's do the Chivas Regal. 
                         Have that... Natalie bring it over. 
                         The one working nickel slots next to 
                         the Paradise. I spoke to Shelly 
                         earlier, he wants her at the tables.

               The floorman nods, walks off. Bernie makes for the rowdy 
               gaming tables. Takes his time about it. His approach brings 
               an ill-wind to the area. The players appear to sense it.

               It's in their reactions. A slight hesitation of the dice.

               Fingers tensing over a pile of chips. A hand tugging at a 
               tie.

               The Cooler has arrived.

               As he reaches table eleven, Natalie intercepts him with a 
               short glass of Chivas Regal.

                                     NATALIE
                         This is you, right?

                                     BERNIE
                              (takes it from her)
                         Thanks.

                                     NATALIE
                         Joe said I should stick around. You 
                         say something to Shelly?

               Bernie just smiles at her.

                                     NATALIE
                         Wow. That was fast. Hey, thanks.

               She offers up a smile. It jump-starts those dormant eyes.

               Her whole face comes alive. Notches her up from an eight to 
               a ten. Bernie immediately glances away. He's afraid what she 
               might read in his gaze.

                                     BERNIE
                         Don't mention it.

               Bernie gestures her over to table eleven. Immediately makes 
               the HIGH ROLLER in question. A good old boy named BULLDOG.

               He's the one boasting loudly as he shakes the dice with one 
               hand.

                                     BULLDOG
                         I'll make you a fortune on five and 
                         nine. C'mon forty-five-sixty-three 
                         fifty-four!

               Bernie grabs the drink from Natalie's tray, intentionally 
               bumps Bulldog...

                                     BERNIE
                         Hey, buddy, is this your drink?

                                     BULLDOG
                         Back off, pal. I'm on a roll here.

               Another man gladly accepts the drink. Meanwhile, Bulldog 
               sends the dice high up into the air. They drop perfectly on 
               the table. The stickman calls it.

                                     STICKMAN
                         Seven out!

                                     BULLDOG
                         Mother-fucker!

                                     STICKMAN
                         Thank you for those bets, folks.

               The croupiers hungrily devour the chips from the table.

               Bernie moves on quietly before anyone notices.

               But he's been noticed all right. By Natalie. Not quite sure 
               what she's just witnessed. Who is this guy?

               We hear a VOICE over the intercom.

                                     VOICE (V.O.)
                         Conway, party of twelve, please check 
                         your reservation at the Paradise 
                         Lounge.

               Bernie reacts immediately to the code words over the speaker.

                                     BERNIE
                              (to himself)
                         Yeah, yeah, I'm comin'...

                                                                    CUT TO:

               INT. CASINO FLOOR CRAPS TABLE - MONTAGE - NIGHT

               A -- a player makes a hard six at a craps table. The players 
               howl...

               B -- from the same angle we PAN UP from losing dice to the 
               same guy. Bernie looming large in the background.

               INT. CASINO FLOOR - BLACKJACK TABLES - NIGHT

               A -- Bernie taking a seat at another blackjack table. Next 
               to him, a full table of players on a good run of cards.

               B -- The same table with less players as the dealer appears 
               to be gaining an edge over the players. The only thing filling 
               up are ashtrays.

               C -- Same again, with one player. This time with Natalie 
               watching in the background. Intrigued. QUICK JUMP CUTS show 
               the player's mountain of chips going down until there is 
               only one.

               D -- The dealer taps the felt for the man to bet his last 
               chip. After a moment of indecision he flips the chip into 
               the air...

                                                             BRIDGE CUT TO:

               INT. SHELLY'S OFFICE - OVERLOOKING THE CASINO FLOOR - NIGHT

               ...the chip becoming an Alka-Seltzer dropping into a glass.

               The glass is in SHELLY KAPLOW's hand. Director of Casino 
               Operations for the Shangri-la. Late 40's-early 50's.

               Distinguished, slick, oozing charm. But lose the Cartier, 
               Armani and Paco Raban and you're looking at pure street.

               He's watching Bernie through the two-way glass. Shakes his 
               head in admiration.

               Suddenly the office door swings open. THREE MEN stride in.

               Shelly projects immediate deference to NICKY "FINGERS" 
               BONNATTO. Mid-50's. Former Geovassi family underboss from 
               "back east." The guy's a relic from the days before MBAs 
               became the weapon of choice in the "family" business. He 
               wears his corporate makeover like a bad coat of paint with 
               traces of Mulberry Street primer showing through.

               Nicky's accompanied by a pair of CORPORATE TYPES in Hugo 
               Boss threads. Shelly glances their way with a look that 
               suggests he's working himself into a full-on sphincter wind-
               up. Bad news x2. Shelly's muscle, LOU stands off to one side 
               with an apologetic expression.

                                     SHELLY
                         Nicky, how the hell are you? I didn't 
                         know you were coming in...

               Nicky reaches out to shake Shelly's hand. Gets nothing back, 
               then remembers.

                                     NICKY
                              (shakes his head)
                         Whassimater? You think I don't wash 
                         up after goin' to the John? Forget 
                         about it.

               Nicky grabs Shelly, embraces him.

                                     SHELLY
                              (uncomfortably)
                         You shoulda called ahead. I woulda 
                         sent a car...

                                     NICKY
                         Ehh. We thought we'd surprise you.

                                     SHELLY
                         Well, anytime, Nicky. Anytime.

               Shelly sizes up the corporate types.

                                     NICKY
                         Shelly, I want you to meet one of 
                         our smartest VPs, Larry Sokolov. And 
                         his numbers guy, Marty Goldfarb.

               Shelly sees where this is going. Larry extends his hand...

                                     LARRY
                         How do you do, Shelly?

               ...then catches himself. Quickly pulls it back. Shelly stares 
               him down for a tense beat.

                                     SHELLY
                         What can I get you boys to drink?

               Off their uncomfortable expressions...

               INT. SHELLY'S OFFICE - A SHORT WHILE LATER - NIGHT

               Shelly seated across from Nicky, Larry and Marty.

                                     SHELLY
                         So... what brings you to town, Nicky?

               Nicky looks cautiously across the table.

                                     NICKY
                         Look, Shelly, this is your joint, 
                         you run it the way you see fit. But 
                         we got a smart kid here and he's got 
                         some good ideas on how to revitalize 
                         the Shangri-la.

                                     SHELLY
                         Revitalize? What are you talking 
                         about? We did thirty-five million 
                         last year.

               Nicky shoots a look over at Larry and Marty. Larry takes 
               this as his cue.

                                     LARRY
                         First off, Shelly, I want you to 
                         know, I have nothing but respect for 
                         you. You've done a fantastic job 
                         with the Shangri-la for the last 
                         sixteen years. No one would dispute 
                         that.

                                     NICKY
                         Yeah, no one doubts that, Shelly.

               Shelly nods carefully. But...

                                     LARRY
                         But, the business has changed out 
                         here. You just have to take a look 
                         at the Strip to see what I'm talking 
                         about.

                                     SHELLY
                         You mean, that amusement park mook 
                         fest out there? You know what that 
                         is? That's a fucking violation of 
                         something that used to be beautiful. 
                         That used to have class. Like a 
                         gorgeous high priced hooker with an 
                         exclusive clientele. And then that 
                         Steve Wynn cocksucker knocks her up 
                         and puts her in a family way.

               Nicky and Larry exchange looks. Marty drops his gaze into 
               his lap.

                                     SHELLY
                         Now she's nothing but a cheap, fat 
                         whore hiding behind too much makeup. 
                         I look at her and see all those ugly 
                         stretch marks and I want to cry. 
                         'Cause I remember her as she was.

                                     LARRY
                         Yes, well... there's no denying the 
                         bottom line. Those eyesores are raking 
                         it in. And we can't compete against 
                         that.

                                     SHELLY
                         What? You think I'm trying to compete 
                         with that? You think this joint's 
                         about bringing in the stroller crowd? 
                         Fresh off some fucking E-ticket ride, 
                         looking to break the house on red 
                         and black. Fremont's never been about 
                         that bullshit. This is where old 
                         time and real money comes to play.

                                     LARRY
                         The numbers, they don't back you up, 
                         Shelly. Nostalgia's grand. We all 
                         love nostalgia -- but it belongs in 
                         a museum. I think it's time to decide 
                         whether you're running a museum or a 
                         casino.

               Shelly is close to losing it. He catches himself, takes a 
               breath.

                                     NICKY
                         Hey, forget about it. We'll talk 
                         later. Over dinner.

                                     MARTY
                              (rubs his hands 
                              together)
                         So, how's the action?

               Larry shoots him a disapproving look. Off Shelly's disturbed 
               expression. He's already calculating serious damage control.

               INT. CASINO FLOOR - NIGHT

               Bernie makes his way across the casino floor, when he's 
               intercepted by Shelly.

                                     SHELLY
                         Bernie. Mr. Cool. Got a moment?

                                     BERNIE
                         I was just heading over to --

                                     SHELLY
                         It can wait.

               Shelly escorts Bernie over to a nearby bar area. The BARTENDER 
               zips over with some drinks.

                                     SHELLY
                         How's the knee?

               Bernie shrugs. Natalie steps up to the bar a few feet away.

               Puts in a drink order. She catches Bernie's eye. Nods.

               Bernie smiles.

                                     SHELLY
                         I was speaking to this orthopedic 
                         surgeon over at Vegas Memorial. He 
                         tells me they can replace a man's 
                         entire kneecap with titanium. It's 
                         the kinda thing that costs a shitload, 
                         but since the man's into us for five 
                         hundred large, I'm sure we could --

                                     BERNIE
                              (stealing glances at 
                              Natalie)
                         I told you, I'm not gonna be around 
                         after Sunday.

                                     SHELLY
                              (sighs)
                         Where you gonna go, Bernie? Where 
                         the fuck are you gonna go that's 
                         better'n here? I got you covered in 
                         this town. People, they know you 
                         work for me, that's currency in your 
                         pocket. That's fuckin' respect when 
                         you walk the floor. Where you gonna 
                         get that anyplace else?

                                     BERNIE
                              (sighs)
                         Seven days, Shelly. Seven days and 
                         I'm out from under.

               A beautiful WOMAN in a low cut dress, sashays her way past 
               them, heading for a high rollers craps table. Shelly reaches 
               out, napkin in hand, grabs her arm. Hands her his card. She 
               snatches it, looks it over. Immediately loses all attitude.

               Oh shit.

                                     SHELLY
                         That's right. I like to know who's 
                         shopping it in my neighborhood. You 
                         wanna keep working the Shangri-la, 
                         you come see me tomorrow morning in 
                         my office. We'll go over the rules 
                         together. And before you come, you 
                         bring me a clean bill of health. OK?

               The hooker just nods.

                                     SHELLY
                         All right, get outta here.

               She takes off. At the same time Natalie leaves with her drink 
               order. They walk in the same direction. Shelly mistakes 
               Bernie's wandering look for interest in the hooker.

                                     SHELLY
                         You want that, Bernie? She's yours. 
                         Anytime. I'll keep a tab running for 
                         you.
                              (Bernie shakes his 
                              head)
                         What's a matter? Not your type?

               Bernie just stares after Natalie, Shelly finally picking up 
               on it.

                                     BERNIE
                         Things are getting hot on fourteen. 
                         I gotta go.

               He limps off. Shelly stares after him. A predator seizing up 
               his prey. Calculating.

               EXT. LUCKY STAR MOTEL - NIGHT

               Bernie's 1958 Buick Electra pulls into the parking lot of a 
               flea-bag motel. Next door to the motel, we see a convenience 
               store with the name, THE EZ MARK in pink glowing neon. It's 
               actually supposed to read: The EZ MARKET, but the last two 
               letters of "Market" have burned out.

               INT. LUCKY STAR MOTEL - COURTYARD - NIGHT

               One of those center pool style motels. A hard luck oasis, if 
               ever there was one.

               As Bernie limps toward his room, his neighbor, a low rent 
               HOOKER, approaches from the opposite end of the courtyard 
               with a huge-ass JOHN in tow.

               They converge at their doors at the same time. There's a 
               weariness about the hooker that's endemic to this town. She 
               winks at Bernie. He nods at her. Then casts a furtive glance 
               over at the John. The man flips him off. The hooker mouths, 
               "Sorry." Bernie hastily enters his apartment.

               INT. BERNIE'S MOTEL ROOM - NIGHT

               Bernie flips on the light. A dim overhead bulb hardly makes 
               a dent in the gloomy surroundings. Typical drab motel 
               furnishings.

               We notice a couple of dead plants on the radiator next to 
               the window. A single place setting on the counter. Something 
               odd: an empty cat food bowl on the kitchenette floor. No 
               sign of a cat. Go figure.

               Bernie heads over to the dresser. A half-filled bottle of 
               gin rests next to a lone glass with a crack down the side.

               He pours himself a shot. Turns on the TV. A religious channel. 
               Shitty reception.

               ON SCREEN:

               an Appalachian Pentecostal service. The members of the 
               congregation taking up snakes and writhing around in religious 
               hysteria, while a number at the bottom of the screen solicits 
               viewer donations.

               Bernie doesn't even try to change the channel. He takes a 
               seat on his bed, props himself up against a pair of pillows, 
               stretches out.

               From next door, the sounds of wild humping.

                                     HOOKER (O.S.)
                         ...Oh yeah, baby, give it to me. Oh 
                         yeah, that's the spot... Do it to me 
                         harder, you big stud... Oooooh...

               Bernie closes his eyes, tries to ignore the X-rated soundtrack 
               coming at him through the carpaccio thin walls.

               The hooker's moans are starting to get to him. He raises his 
               fist to the wall, then stops himself. He's just not the 
               confrontational type.

               Instead, he heads over to the TV, cranks the volume up. The 
               hysterical moaning from the snake ritual now blends in with 
               the grunting and groaning from next door, making for a bizarre 
               remix that could only exist in the world of Bernie Lootz. 
               Bernie emits a deep sigh, closes his eyes.

               INT. CASINO FLOOR - CRAPS TABLES - NIGHT

               Big action at the craps tables tonight. The players cheer as 
               MR. PINKERTON makes another pass. He exudes USED CAR SALESMAN.

               Natalie arrives with his drink.

                                     NATALIE
                         Seven and Seven?

               Pinkerton reaches for the drink without taking his eyes off 
               the table. He throws a hard six. The crowd cheers again.

               He turns around, stuffs a hundred dollar chip down her shirt 
               and slyly cops a feel.

                                     PINKERTON
                         Thanks, dollface.

               Natalie shudders in disgust. She spins around to leave... 
               runs smack into Bernie, spilling her tray of drinks on him.

                                     NATALIE
                         Oh shit... Sorry... I'm such a klutz.

               Bernie wipes himself off, helps her pick up the pieces.

                                     BERNIE
                         It's all right. Happens.

               Natalie tries to wipe him down a bit more.

                                     NATALIE
                         Sorry, this guy... fuckin' hands, 
                         you know...

                                     BERNIE
                         S'okay. You might want to stick 
                         around.

               Bernie wiggles his way next to Pinkerton. He gives the 
               stickman a certain look.

                                     STICKMAN
                         Excuse me, Mr. Pinkerton. You have 
                         no hard eight.

                                     PINKERTON
                              (throwing in a chip)
                         Gimmie a hundred dollar hard eight.

               Bernie just watches as Pinkerton throws the dice.

                                     STICKMAN
                         Eight the hard way!

               The players go nuts. The stickman taps the felt in front of 
               the shooter.

                                     STICKMAN
                         Nine hundred dollars to Mr. Pinkerton.

                                     PINKERTON
                         Parlay! Parlay!

               The Boxman seated at the center looks up at him.

                                     PINKERTON
                         C'mon. You can take that action.

               The Boxman feigns concern, then nods in approval.

                                     PINKERTON
                         That's what I'm talking about. None 
                         of this low limit bullshit.

               Just as the stickman feeds Pinkerton the dice, Bernie flips 
               a dollar chip over toward the center of the table. Natalie 
               peers between them to catch a glimpse.

                                     BERNIE
                         Dollar hard eight.

               The chip lands on Pinkerton's parlayed bet. He releases the 
               dice from his stubby little fingers.

                                     STICKMAN
                         Eight easy! Easy eight! Hard eight 
                         comes down.

               The players cry out in defeat. Pinkerton grumbles to himself. 
               He fingers his rail of chips.

                                     PINKERTON
                         Five hundred dollar hard eight. And 
                         press my nine up two units.

               He throws in the chips. The croupier places his bets. The 
               dice are fed back to him. He throws.

                                     STICKMAN
                         Easy way eight! Eight easy!

               Pinkerton is fit to be tied. After a passing moment of clarity 
               he empties his entire rail.

                                     PINKERTON
                         Hard eight.

               The entire table stops down for a second.

                                     PLAYER (O.S.)
                         Way to go, Pinkie! Bet the farm.

               Pinkerton sets his dice carefully and lets them fly.

                                     STICKMAN
                         Seven out!

               Pinkerton slams his fist down on the table. He turns to leave 
               the table to find Natalie smiling at him.

                                     PINKERTON
                         What the fuck you smiling at, bitch?

               Pinkerton starts to lose it. Security moves in, right on 
               time. Natalie shoots Bernie a satisfied look. He averts his 
               eyes shyly and limps away. She stares after him for a moment.

               INT. PARADISE LOUNGE - NIGHT

               BUDDY STAFFORD, the Paradise Lounge's star attraction, is 
               performing on stage. He's a poor man's Tony Bennett. Mid to 
               late 60's. A staple at the Paradise for the last 20 years.

               The singer sluggishly descends the stage to the lounge floor, 
               almost tripping over his microphone cable.

               Buddy works the room, leaning in real close to the ladies, 
               delivering the requisite eye contact. When their companions 
               react with mock outrage, Buddy raises his fists playfully in 
               a boxer's defensive stance. It's classic Buddy Stafford 
               schtick.

               From somewhere across the lounge, an ATTRACTIVE WOMAN jumps 
               up and throws her panties at Buddy. Buddy catches them and 
               waves them in the air... just as another pair whizzes by...

               We PAN ACROSS to Shelly seated at his corner booth, in the 
               company of Nicky Fingers, Larry and Marty.

               TIGHT ON SHELLY as he focuses on Buddy. A smile threatens 
               his patented stoicism. He's flashing back on the old days.

               While Nicky and Marty are clearly enjoying Buddy's 
               performance, Larry fixates on the singer with joyless eyes.

               We take on LARRY'S POV of Buddy --

               SLOW MOTION CLOSE-UPS of BUDDY SINGING. The MUSIC SLOWED 
               DOWN with the action, emphasizing Buddy's lack of energy.

               Sweat dripping off Buddy's forehead, splattering into tiny 
               jewels against his microphone. Buddy's tired eyes. Shaking 
               hands around the mic.

               SMASH CUT to real time APPLAUSE as Buddy reaches the end of 
               the song. Larry is the only one not clapping. RACK ACROSS to 
               Shelly as he picks up on this.

               INT. PARADISE LOUNGE - BACK STAGE - NIGHT

               Shelly approaches Buddy's dressing room. He enters without 
               knocking...

               INT. BUDDY STAFFORD'S DRESSING ROOM - NIGHT

               ...to find a trembling Buddy hunched over on a sofa, hugging 
               himself. Buddy immediately sits up...

                                     BUDDY
                         Shelly. I was a goddamn embarrassment 
                         tonight. I shouldn'a let you talk me 
                         into going on.
                              (massages his throat)
                         It's definitely strep.

                                     SHELLY
                         You were velvet out there, pops. 
                         Silk.

               Shelly throws a pair of red silk panties to Buddy. We see a 
               room number scribbled on the crotch area.

                                     SHELLY
                         They were hanging on the door outside. 
                         Forget your tonsils. When the muff 
                         confetti stops coming, that's when 
                         you got yourself a problem.

                                     BUDDY
                              (dangling the panties 
                              on his finger)
                         You get a receipt?

                                     SHELLY
                         Excuse me?

                                     BUDDY
                         Charmayne's in the lobby. They got 
                         these on sale in the window. Victoria 
                         Secret's Valentine's Collection. And 
                         the broad waiting in the room, what 
                         she set you back? Always Grade-A for 
                         Ol' Buddy.

                                     SHELLY
                         Are you kidding me? Gimme that.
                              (snatches the panties 
                              away from Buddy)
                         You don't fucking deserve this. All 
                         those ladies going home with a sweet 
                         breeze between their legs because 
                         you still do it for them and you're 
                         fingering me for some kinda Buddy 
                         Stafford ego pimp. Hey, fuck you, 
                         old man.

               Shelly feigns as if he's leaving.

                                     BUDDY
                              (affectionately)
                         Get back here, you prick. Hand it 
                         over.

               Shelly throws the panties back at Buddy. Buddy just stares 
               at him with pained eyes, waiting for something else. Sweat 
               mirror balls his wrinkled forehead.

               Shelly nods. Removes a foil package from his pocket. Hands 
               it to Buddy. The singer rushes over to his dressing table.

               Unwraps his works. Rubber tubes his forearm. Trembling hands 
               juggle lighter and hypodermic.

               Shelly takes a seat on the sofa. Buddy, euphoric as the dope 
               hits the spot. Tears in his eyes. He picks up on Shelly's 
               somber expression in the mirror.

                                     BUDDY
                         Whassimatter, kid? You got that 
                         Nostradamus look.

               Shelly shakes his head.

                                     BUDDY
                         You ever watch those nature shows on 
                         TV?

               Shelly shakes his head.

                                     BUDDY
                         I've seen this one a dozen times. 
                         It's about lions. Cycle of life thing. 
                         The leader of the pack...

                                     SHELLY
                         Pride. It's called a pride.

                                     BUDDY
                         Yeah, pride. The leader of the 
                         pride... when he gets on in years. 
                         It's just a matter of time before 
                         some young male arrives on the scene 
                         to challenge him. They go at it and 
                         the old cat gets the crap beaten 
                         outta him. It's humiliating. In front 
                         of all the females, this goes down. 
                         And after he's defeated, he's cast 
                         out of the pride, to scavenge and 
                         die alone in the bush.

                                     SHELLY
                         Yeah, nature's got a real sick sense 
                         of humor.

                                     BUDDY
                         No shit. It's fucking tragic because 
                         the old lion can't figure it out on 
                         his own. That he's past it. It'd be 
                         so much easier for him to just walk 
                         away and save himself all that pain 
                         and humiliation.

                                     SHELLY
                         That's like admitting to yourself 
                         that you're already dead. I prefer 
                         nature's way.

                                     BUDDY
                              (a beat)
                         Yeah. Me, too.

               Shelly holds Buddy's gaze in the mirror.

               INT. PARADISE LOUNGE - BACK STAGE - NIGHT

               Shelly exits the dressing room, to find Larry waiting on 
               him.

               He's accompanied by a good looking YOUNG MAN.

                                     LARRY
                         Shelly, got a minute...

               Shelly's expression: no. But he heads over anyway.

                                     LARRY
                         Shelly, this is Johnny Capella.

                                     JOHNNY
                         How ya doin', Shelly?

               Johnny extends his hand. Shelly ignores the gesture.

                                     SHELLY
                         I know you from somewhere, right?

                                     LARRY
                         Johnny's been opening for Danny Ganz 
                         at the Mirage. Sony's talking about 
                         signing him to a three album deal. 
                         They're positioning him as the new 
                         Ricki Martin.

                                     SHELLY
                         And I should be interested in this, 
                         why?

                                     LARRY
                         Johnny's looking to headline. I told 
                         him we might be interested.

                                     SHELLY
                              (icy)
                         We?

                                     JOHNNY
                         Hey, if this is a bad time...

                                     SHELLY
                         Even if I were interested, Buddy's 
                         got ink with us through 2003. I just 
                         renegotiated his contract last year.

                                     JOHNNY
                         Sounds like the two of you need to 
                         get on the same page.
                              (to Larry)
                         If I don't hear from you by Thursday, 
                         I'm taking the Stardust's offer.

               Johnny nods at Shelly, takes off. Shelly and Larry eyeball 
               each other for a long, cold beat. Shelly's about to say 
               something, when Nicky and Marty approach. Larry shrugs, 
               flashes a chilling smile.

                                     NICKY
                         Where's Buddy? I wanna buy the old 
                         fart a drink.

                                     SHELLY
                         Buddy asked me to send you his 
                         regards, Nicky. He's not feeling so 
                         great. I think he's got that stomach 
                         flu that's going around.

                                     NICKY
                         Oh yeah? That's too bad.
                              (Shelly isn't fooling 
                              him)
                         Well, another time then.

                                     MARTY
                         Hey, Shelly, Nicky says you might be 
                         able to hook us up with some 
                         showgirls. Something with class.

               Shelly eyeballs Marty for a tense, extended beat. What do I 
               look like, some fuckin' pimp, college boy? Just as Marty's 
               starting to get real uncomfortable, Shelly cracks a smile.

                                     SHELLY
                         Sure, no problem. You got any 
                         preferences?

                                     NICKY
                              (jumps in)
                         Yeah. Something with big headlights, 
                         nice rims and low mileage.

                                     MARTY
                         You got any Asian babes?

               Shelly looks to Larry.

                                     LARRY
                         I think I'll just stick with the 
                         tables.

               We linger on Shelly's unsettled look. This guy is bad news.

               EXT. SHANGRI-LA PARKING LOT - NIGHT

               Bernie weaves his way through the lot to his car. Arriving 
               at his Buick, he's startled to find Natalie leaning against 
               it. She holds up the $100 chip the drunk tipped her.

                                     NATALIE
                         Buy you a drink?

               Off of Bernie's surprised expression...

                                                                    CUT TO:

               INT. THE MAKAWAO BAR AND GRILL - NIGHT

               Cheesy Polynesian decor. Mood lighting = an excuse to keep 
               the electric down. Basically, a joint where people come to 
               lose themselves.

               Natalie and Bernie are seated in a booth near the back. She 
               sips on an umbrella drink; he's nursing his usual gin.

               Natalie has an astrological chart in front of her. In between 
               sips, she makes annotations to the chart.

                                     NATALIE
                              (almost to herself)
                         Your Progressed Venus is Gemini, 
                         12.5 Degrees, and is in Direct motion. 
                         Which tells me that you're a slow 
                         starter when it comes to romance.
                              (off Bernie's taken 
                              aback expression)
                         You know what? This is real 
                         unprofessional of me. I shouldn't 
                         discuss your chart with you until 
                         I'm all done. I can tell by that 
                         look, you think this is all a lot of 
                         B.S.

                                     BERNIE
                         No... I just know what the outcome's 
                         going to be.

                                     NATALIE
                         The outcome? There's not, like, one 
                         particular outcome. A lot of things 
                         enter into it. The planets, moon 
                         phases...

                                     BERNIE
                         The outcome won't change with me. 
                         It'll be all bad.

                                     NATALIE
                         God, I have never met anyone who was 
                         so down on themselves. I used to be 
                         down on myself, OK? I don't go there 
                         anymore. I've got just three more 
                         correspondence classes with this 
                         stuff, then I'll have my certificate 
                         and everything. And you know how I 
                         got OK?

                                     BERNIE
                              (deadpan)
                         You had your chart done.

                                     NATALIE
                         Yes, as a matter of fact that is 
                         perfectly correct.

                                     BERNIE
                         Do you know what I do at the Shangri-
                         la?

                                     NATALIE
                         I asked around. You're a "cooler." 
                         You turn winners into losers.

                                     BERNIE
                         And do you know how I do that?

                                     NATALIE
                         I know there's stuff that goes on in 
                         casinos all the time --

                                     BERNIE
                         I do it by being myself. People get 
                         next to me and their luck turns. 
                         It's always been that way.

                                     NATALIE
                         That sounds to me like a self 
                         fulfilling prophecy. There's a whole 
                         chapter on that in my course. Anyways, 
                         I can see a big factor in your life 
                         is that you're lacking companionship. 
                         There's nobody to deflect off. If 
                         you've got, as you put it, bad karma, 
                         then you need someone with good karma 
                         to neutralize it. Well, that's my 
                         take on it anyway.

               Bernie maintains eye contact with Natalie for an extended 
               beat. Then drops his head, gazes at his glass.

                                     BERNIE
                         I don't know about you, but I'm real 
                         tired.

               Natalie nods. Bernie motions to stand. Natalie just remains 
               seated. Keeps talking.

                                     NATALIE
                         I have this recurring dream where 
                         I'm on some beautiful island in the 
                         Bahamas. I'm sitting on the beach, 
                         taking in this amazing sunset with 
                         one of these in my hand
                              (gestures to her drink)
                         ...and then it starts to rain. And I 
                         wake up and it's my roof leaking on 
                         me. Yeah, I'm also real tired, Bernie.

                                     BERNIE
                              (not even sure why 
                              he's telling her 
                              this)
                         I only got six more days. Well, almost 
                         five really. Then I'll be leaving 
                         town.

                                     NATALIE
                         Only five more days?
                              (a beat)
                         Then we shouldn't waste any more 
                         time.

               Natalie covers Bernie's hand with hers.

                                     NATALIE
                         Why don't we go back to your place?

                                     BERNIE
                              (completely caught 
                              off-guard)
                         I, uh... If this is... I don't know... 
                         I don't know if I can afford...

               Natalie flinches slightly. Then swiftly regains her composure. 
               It's Vegas. An honest mistake.

                                     BERNIE
                         Oh god... I'm so sorry... I didn't 
                         mean... You see -- that's exactly 
                         what I'm talking about. I've gone 
                         and "cooled" the damn table.

                                     NATALIE
                         Ah, just shut up, Bernie. You haven't 
                         gone and cooled anything. Not by a 
                         long shot.

               INT. BERNIE'S MOTEL ROOM - NIGHT

               Natalie's hand flips on the television. Another bizarre 
               religious service. We pull back from the screen as she tries 
               to change the channel. Just gets a whole lot of static.

               Bernie's standing uncomfortably in the middle of the room.

                                     NATALIE
                         You should complain about this.

                                     BERNIE
                         I'm not here that much. Drink? Sorry, 
                         all I got's gin.

                                     NATALIE
                         Nah. I've had my fill. Go ahead.

               Bernie walks over to the dresser, pours himself a shot.

               Natalie glances around. She notices Bernie's dead plants...

                                     NATALIE
                         You know, once they're dead, they 
                         don't really grow back. In case, 
                         that's what you're waiting for.

               Her eyes land on the empty cat bowl. She's about to say 
               something, when she picks up on Bernie's expression. Let's 
               not even go there. She gestures to an old record player in 
               the corner.

                                     NATALIE
                         So... got any music?

               Bernie opens one of the kitchenette cupboards. Bare shelves... 
               except for a lone RECORD up on top. He brings it down. It's 
               a Sinatra album. Never been opened.

               Natalie looks on as Bernie meticulously removes the record 
               from its sleeve. He blows a few particles of dust from its 
               surface. Then delicately lays it on the turntable. The way 
               he goes about this is incredibly ceremonious. With as much 
               care as given to disarming a nuclear weapon.

               Natalie can't help but smile.

               Bernie lowers the needle to the first cut of the record.

               Everything seems to be going so well, until...

               SKREEEEEE! The needle skids across the surface of the record 
               with a sound worse than chalk on a blackboard.

               Bernie opens his mouth in a silent grimace... and a delicious 
               laugh comes out.

               It's Natalie's laugh. Talk about a tension breaker. Bernie 
               turns to her, shrugs. He tries again. This time the needle 
               catches... and Sinatra takes command of the room. He's singing 
               "This Town," a finger snapping upbeat Valentine to Vegas. 
               Marred only by a slight clicking caused by the scratch.

               Natalie summons Bernie over with her wagging forefinger. He 
               picks up his glass, shuffles over.

                                     NATALIE
                         Sit. Relax. I promise you, at least 
                         one of us has done this before.

                                     BERNIE
                         This is not my first --

                                     NATALIE
                         Sssh. Surprise me.

               She starts massaging his shoulders, eliciting involuntary 
               moans from him. Bernie is almost in tears. Nobody's touched 
               him like this in years. And it shows.

               Natalie takes Bernie's glass, gulps down the remains herself, 
               then sets it on the floor. She drops down next to Bernie.

               Starts kissing him. Takes it slow.

                                     NATALIE
                         You're doing real good.

               They fall back onto the mattress. Natalie taking the reigns, 
               maneuvering her hips, kicking off her panties...

               Bernie gets an eyeful of a tattoo on her butt. A pair of 
               dice. Both twos.

               In seconds, Natalie has separated Bernie from his pants and 
               underwear, taking him inside of her, Ol' Blue Eyes keeping 
               the rhythm...

               Natalie moans uninhibitedly. Surprise: she's a real screamer. 
               Moments later, we hear banging from the hooker's side of the 
               wall. Some John telling them to keep it down.

               Bernie, with tears of elation in his eyes, thrusts away at 
               Natalie... for all of thirty seconds, before he explodes, 
               convulsing in her arms with a stifled gasp.

               Frank winds down "This Town" a few seconds later. Poor Bernie, 
               he didn't even make it through the song.

                                     BERNIE
                         Sorry...

               Natalie wraps her arms around him.

                                     NATALIE
                         Don't worry, Bernie. I've had worse. 
                         We'll try again later.

               Bernie rests his head on her breasts. Closes his eyes. We 
               hold on him. A few seconds pass... and he breaks into a smile.

               Fade to black.

               INT. BERNIE'S MOTEL ROOM - DAY

               TIGHT on Bernie sleeping. He still has that goofy smile on 
               his lips. A beat or two later, he opens his eyes. We PULL 
               BACK to reveal that he's alone in the bed. No sign of Natalie.

               Bernie turns to the pillow next to him, buries his face in 
               it. Takes a deep breath. Moans at her scent. Ambrosia. He 
               still has his face in the pillow, sucking in deep breaths, 
               when Natalie steps out of the bathroom. Big smile.

                                     NATALIE
                         Hey, so, you wanna get some breakfast?

               Bernie just looks up at her; replay on the goofy smile.

               Heaven.

                                     BERNIE (V.O.)
                         -- I did six months at Rikers for 
                         running numbers. It was Shelly's 
                         thing, but I took the rap for it.

               INT. MOONLIGHTER COFFEE SHOP - DAY

               Bernie and Natalie sit eating breakfast.

                                     BERNIE
                         After I get out, I call up Shelly 
                         and he tells me to come out here. I 
                         figure he's going to set me up good 
                         at the Shangri-la. But he tells me 
                         they got all these rules about casinos 
                         employing felons. So he gets me this 
                         gig doing telemarketing for one of 
                         their fronts -- trying to scam 
                         pensioners out of their retirement 
                         money. I lasted two weeks.

               As Bernie talks, Natalie spies a very PREGNANT GIRL (20's) 
               coming out of the restroom. Her eyes follow the girl back to 
               a table where a YOUNG MAN (20's) waits on her.

                                     BERNIE
                         Already, I was getting in deep. 
                         Finally it got so bad, I had to beg 
                         Shelly to take on my markers around 
                         town. That just bought me more time 
                         to keep losing. I put Shelly in an 
                         awkward position. I understand why 
                         he did what he did.
                              (taps his knee)

                                     NATALIE
                         He did that to you? What, he shot 
                         you?

                                     BERNIE
                         Baseball bat.
                              (off her cringing 
                              expression)
                         I got off easy.

                                     NATALIE
                         That's getting off easy?

                                     BERNIE
                         I was out of control.

                                     NATALIE
                         But he maimed you...

                                     BERNIE
                         Let me tell you something. I'm 
                         grateful for what he did.
                              (off her stunned look)
                         No kidding. Every time I get an urge 
                         to play off the clock -- to so much 
                         as drop a quarter in a slot -- I 
                         reach down and squeeze what's left 
                         of my cartilage. It's one helluva 
                         reminder.

                                     NATALIE
                         Jesus... I thought stuff like that 
                         didn't happen no more. Like that was 
                         just in the movies or something.

               Bernie holds her gaze her for a moment.

                                     BERNIE
                         Anyway, Shelly and I worked out a 
                         payment plan. Two years off the books 
                         at the Shangri-la, cooling tables. 
                         Five more days and I walk.

               Before Natalie can respond, we hear the pregnant girl start 
               to moan out loud. The waitress rushes over.

                                     PREGNANT GIRL
                              (clutching her belly)
                         Oh shit, I think I'm going into labor!

               The young man at the table rushes her to her feet, escorts 
               her toward the exit in a dramatic fashion. All this without 
               paying the bill.

               As they pass by Bernie and Natalie's table, the girl trips 
               over Natalie's purse. Bernie quickly helps her up. That's 
               when he notices the young man...

                                     BERNIE
                              (shocked)
                         Mikey?

                                     MIKEY
                         Bernie...

               There's a quick moment of confusion. Bernie feels a bit thrown 
               by it all.

               EXT. MOONLIGHTER COFFEE SHOP - PARKING LOT - DAY

               Bernie accompanies them out to their car at a quick step.

               Once out the door, the girl's contractions appear to have 
               subsided. Natalie walks with the girl to try and help.

                                     PREGNANT GIRL
                         I'm OK now. False alarm. Thanks.

               Bernie pulls Mikey aside.

                                     BERNIE
                         Mikey? Is that...? You're not the...

                                     MIKEY
                              (nods)
                         Bull's eye. One time. Obviously runs 
                         in the family. I guess you're gonna 
                         be a grandfather, Bernie.

               They reach the couple's car. A rusted out 1955 Ford Fairlaine. 
               By the looks of it, they've been living out of it.

                                     BERNIE
                         This you?

                                     MIKEY
                         Hey, what the fuck, it runs. Anyways, 
                         we gotta be somewhere...

                                     BERNIE
                         How's your mom doing?

                                     MIKEY
                         I'm gonna pretend like you give a 
                         shit and tell you, she's getting by. 
                         As long as she's wasted.

               Bernie nods. He gazes past Mikey to the girl.

                                     MIKEY
                         Name's Charlene, in case you were 
                         wondering. Looks like she's carrying 
                         a whole litter in there, don't it?

                                     NATALIE
                         When was the last time you saw a 
                         doctor?

               Charlene sidles up alongside Mikey.

                                     CHARLENE
                         This clinic in Jersey. Maybe six 
                         months ago. I wasn't about to go 
                         back after they treated me like 
                         cattle. Just because I didn't have 
                         no insurance. And those places, 
                         they're crawling with T.B. from all 
                         'em spies.

                                     BERNIE
                         So, you're in town...?

                                     MIKEY
                         Maybe a week or so. Got some business 
                         to take care of.

                                     BERNIE
                         If you want, stop by the Lucky Star 
                         Motel. Give us a chance to catch up. 
                         I'm on three to eleven shift at the 
                         Shangri-la. I work the floor.

                                     MIKEY
                         No shit. Well, how 'bout that? Yeah, 
                         maybe I'll do that. We can play catch 
                         up. For the kid's sake. Gotta split.

                                     NATALIE
                              (to Charlene)
                         Take care.

               Mikey helps Charlene into the front passenger seat. They 
               drive off. Natalie looks to Bernie. She's curious, but doesn't 
               ask. He appears thankful for that.

               INT. CASINO - BLACKJACK TABLES - NIGHT

               CLOSE on a skyline of black chips neatly positioned on the 
               felt. We see the owner of the chips strike a match. His last 
               one. It fizzles out quickly. TILT UP to the PLAYER'S FACE 
               with an unlit cigarette hanging from his lips.

               A hand quickly reaches in, lights the cigarette with a Zippo.

               PULL BACK to reveal Bernie.

                                     PLAYER
                         Thanks...

                                     BERNIE
                         Don't mention it.

               Bernie sits at the table.

                                     DEALER
                              (he knows the routine)
                         Hundred dollar minimum here, sir.

               Bernie peels off a hundred from his billfold. Lays it on the 
               felt.

                                     DEALER
                         Money plays one hundred.

                                     PLAYER
                              (to Bernie)
                         No offense, pal, but there's twenty 
                         other tables. What do you wanna come 
                         sit on my head for?

                                     BERNIE
                         Just wanna play one hand. Feeling 
                         lucky tonight. I got this voice in 
                         my head, says this is the table...

                                     PLAYER
                         I know this is the table. I'm already 
                         doing good here. It's my fucking 
                         table --

                                     BERNIE
                              (touching him)
                         Hey, heard the one about the fella 
                         walks into a bar and says, "Hey, who 
                         owns that big great dane outside?" A 
                         man at the end of the bar raises his 
                         hand. "I do." The fella says, "Yeah? 
                         Well, my dog just killed it."

               The dealer finishes shuffling, begins to deal.

                                     BERNIE
                         "Whaddya mean your dog just killed 
                         my great dane? What kinda dog you 
                         have?" The fella just shrugs and 
                         says, "A chihuahua." "You tellin' me 
                         your chihuahua just killed my great 
                         dane? How?"
                              (a beat)
                         "I dunno," the fella says, "I think 
                         he got stuck in his throat."

               Bernie starts laughing. The player is less than tickled.

               Just then the dealer interrupts them.

                                     DEALER
                         Insurance?

               We see the dealer's got an ace showing.

                                     PLAYER
                         God damnit!

               The player waves off the insurance, as does Bernie. The dealer 
               checks. Nothing. As the hand plays through the dealer busts 
               out. Bernie glances over at the dealer. What the hell? Bernie 
               places his chips again.

                                     PLAYER
                         You said, one hand.

                                     BERNIE
                              (agitated; to dealer)
                         Keep going.

               The dealer plays. Bernie and the high roller win again.

               Bernie glances around him uncomfortably. We see Shelly 
               approaching. Shelly just has a nose for when things aren't 
               running smoothly. Larry is lurking behind him.

               The dealer turns up some cards. And again, Bernie and the 
               high roller win. Bernie looks absolutely perturbed. Shelly 
               gestures something with his head. Bernie cashes out.

                                     PLAYER
                         Hey, stick around, pal. You and me, 
                         we make a great team.

               Bernie strolls over to Shelly. Shelly guides him away from 
               the table under Larry's watchful eye.

                                     SHELLY
                         What was that?

               Bernie shrugs, still confused.

                                     SHELLY
                         Well, what fucking gives? Is it 
                         McGann? He's been with us twelve 
                         years. The man's as standup as my 
                         dick.
                              (thinking to himself)
                         Maybe he's got money problems. I'm 
                         gonna pull him. He wasn't counting 
                         'em, was he? The mook with the streak?

               Bernie shakes his head. Larry sidles over.

                                     LARRY
                         Is there a problem?

                                     SHELLY
                              (zero tolerance)
                         No, there's no problem. Fella's on a 
                         streak, is all.

                                     LARRY
                              (re: Bernie)
                         Let me guess? This is one of your 
                         "coolers?"

                                     SHELLY
                         Why don't you announce it to the 
                         whole fucking joint?

                                     LARRY
                              (lowers his voice)
                         Man, they told me you were a stickler 
                         for the old ways. But coolers? What 
                         is this guy, some kind of degenerate 
                         gambler? Reformed card shark? He 
                         doesn't look too effective to me.

                                     SHELLY
                         He's the best. Take it from me.

                                     LARRY
                         Sure. Whatever. But there ways -- 
                         subtle ways -- to keep things in our 
                         favor. I'm talking more forward 
                         thinking methods.

                                     SHELLY
                         That right? I suppose you got a whole 
                         fucking prospectus on the subject.

                                     LARRY
                         As a matter of fact I do. Like, right 
                         off the bat, I can tell you this 
                         wallpaper isn't going to cut it. 
                         It's too uplifting. I would go with 
                         more muted tones.

                                     SHELLY
                         Yeah? Wallpaper?

                                     LARRY
                         And personally, I think the waitresses 
                         can all pop another button or two. 
                         Myself, I wouldn't hire anything 
                         less than a C cup.

               Shelly looks to Bernie. You believe this mook? Larry extracts 
               a CD from his jacket...

                                     LARRY
                         Know what this is? Music to be sure. 
                         Pleasant, non-intrusive. But blended 
                         in at a subsonic level is a mantra. 
                         "Lose... lose... lose." And that's 
                         just skimming the surface. We really 
                         need to talk, Shelly.

               Shelly is close to losing it. When MORRIE, the manager of 
               the Paradise, comes running up...

                                     MORRIE
                         Shelly, you better come quick.

               INT. HOTEL CORRIDOR - NIGHT

               Shelly, Larry and Bernie following behind Morrie as he hastily 
               leads them down a hallway of the Shangri-la's best suites. 
               They arrive at an open door, the sound of a TELEVISION 
               beckoning them inside...

               INT. BUDDY STAFFORD'S SUITE - NIGHT

               Starting on the TV set: "Lost Horizon" (1937) is playing.

               It's the scene where Robert Conway (Ronald Coleman), his 
               brother and Maria are leaving the lost city in the end.

               Conway looks back for one last tearful view of paradise.

               PANNING OFF THE SCREEN to a pair of naked feet on the floor 
               next to the bed... revealing Buddy slumped against the side 
               of the mattress... a hypodermic needle protruding from his 
               arm. Death glaze fixated on the screen.

               Bernie slumps back against the wall. Catches his breath.

               Shelly just stares at Buddy, a slight tremor of grief 
               threatening his granite features. He glances over at Larry, 
               who takes in Buddy's deathly repose without a hint of emotion. 
               Larry meets Shelly's eye with a subtle smirk of one-upmanship.

               An incendiary beat passes between them. Then...

                                     SHELLY
                              (to Morrie)
                         Get a hold of his daughter. Assist 
                         her with the arrangements. The Shangri-
                         la will take care of everything.

                                     MORRIE
                         What about the Paradise?

                                     SHELLY
                         She goes dark tonight.

                                     LARRY
                         That won't be necessary.

               Shelly and Larry exchange looks again. Bernie picks up on 
               it. The tension in the room threatens nuclear fission. A 
               loud ANIMAL ROAR reverberates on the soundtrack...

               accompanied by jungle-like percussion... as we CUT TO:

               INT. THE PARADISE LOUNGE - NIGHT

               A "now performing" poster on a metal stand: JOHNNY CAPPELLA 
               live at the Paradise Lounge!

               PANNING off the sign and following a COUPLE through the doors 
               into the theater.

               ...our eye drawn to the stage. A troupe of gorgeous FEMALE 
               DANCERS in leopard print G-strings, grinding their hips to 
               the muscular rhythm.

               Flanking them are a pair of strutting LIONS in elevated cages.

               An EXPLOSION OF LIGHT and SMOKE... and JOHNNY CAPPELLA makes 
               his entrance. Decked out in a reflective suit that picks up 
               every light in the house and throws it back at the audience.

               Johnny's got the style of a Harry Connick Jr. and the moves 
               of Ricki Martin. The energy this guy brings to the stage 
               makes the last twenty years of Buddy Stafford's reign seem 
               like suspended animation. The women in the audience start 
               fanning themselves with delight.

               It's a new dawn in Paradise. And the panties are coming fast 
               and furious.

               We see Shelly watching from the back of the room. He shifts 
               his attention to Nicky, Larry and Marty at a primo table.

               They're having a grand time. Nicky pats Larry on the back of 
               the head. "Good work, kid."

               Larry turns and raises his drink to Shelly. Shelly stares 
               right through him. A declaration of war.

               INT. CASINO MIDWAY - NIGHT

               Bernie and Natalie wander around the midway. A middle-aged 
               WORKER at the ring toss booth gets her attention.

                                     RING TOSS WORKER
                         Over here, young lady! C'mon, give 
                         it a try. Eight for a dollar.

               Natalie drags Bernie over. She pays her money and the worker 
               hands her the rings. Natalie throws, and misses all eight.

               The man pats her on the shoulder.

                                     RING TOSS WORKER
                         Sorry there, sweetheart. Better luck 
                         next time. Wanna try again?

               Natalie is about to take him up on it, when she catches 
               Bernie's eye. His look suggests she's being played for a 
               sucker. She decides against it.

               They walk off down the midway. Bernie chuckles to himself.

                                     NATALIE
                         What?

                                     BERNIE
                         Nothing.

                                     NATALIE
                         What?

                                     BERNIE
                         Nothing. You're just an easy mark, 
                         is all.

                                     NATALIE
                         An easy mark?

                                     BERNIE
                         Yeah. Easy mark. You never heard 
                         that term?

               Natalie shakes her head.

                                     BERNIE
                         When we were kids, Shelly and me, we 
                         used to work Coney Island during the 
                         summer. When a guy would walk up and 
                         seemed eager to open his wallet, we 
                         would always mark him with chalk. 
                         We'd pat him on the back or arm with 
                         the chalk. Like, 'Hey buddy, good 
                         job!'
                              (pats Natalie)
                         Meanwhile, he had no clue the other 
                         guys saw him coming a mile away. 
                         Easy mark.

               Natalie looks down at her shoulder where the man patted her.

               She brushes it for effect. Bernie smiles. They take a seat 
               at the end of the midway.

               Natalie locks onto a little toe-headed BOY being dragged 
               around by his OLDER BROTHER and the brother's FRIEND. The 
               kid has a glazed look in his eyes.

               Natalie fixates on the boy with a haunted expression. Bernie 
               picks up on it.

                                     BERNIE
                         You OK?

                                     NATALIE
                         You notice last night, that tattoo 
                         on my butt?

                                     BERNIE
                              (are you kidding?!)
                         Little Joe.

                                     NATALIE
                         Yeah, two twos. Little Joe.

               Natalie hides her face behind her soda cup. Looks off in the 
               distance.

                                     NATALIE
                         I had a son. His name was Joe. I was 
                         his mother for a year.

                                     BERNIE
                         You know, you don't have to tell me 
                         this.

                                     NATALIE
                         I want to, Bernie. Better you know 
                         the worst of me up front. Later, 
                         when I'm already invested in you, 
                         it'll be too hard to come clean. 
                         After I tell you this, you'll 
                         probably... I mean, I'll understand.

               She tears her eyes away from Bernie. Bernie can't believe 
               what he's hearing. That she wants to be invested in him.

               What could be so bad?

                                     NATALIE
                         I gave my son up for adoption. I 
                         just wanted my life back. I was 
                         seventeen going on eighteen and I 
                         was selfish. My family, they didn't 
                         want to have nothing to do with me 
                         after that. So I hitched a ride out 
                         here. Figured I could make it as a 
                         showgirl. Ten years later...
                              (shrugs; starts to 
                              break up)
                         I like to think that if it happened 
                         when I was older -- with some guy I 
                         cared about -- maybe things would 
                         have been different. I think about 
                         my Little Joe. And, I do know he's 
                         better off. I'm convinced of that.

               She lowers her soda. Turns to Bernie. He studies her for a 
               lengthy beat, stoic features. She wipes away her tears. Oh 
               well, that's that. Bernie stands up. Looks around... focuses 
               on the arcade clock. It reads 1:40 a.m. He turns to her...

                                     BERNIE
                         So, you wanna go try your hand at 
                         the dime pitch? It's early still.

               Off Natalie's tear-filled features. She breaks into a laugh-
               cry...

                                                                    CUT TO:

               INT. BERNIE'S MOTEL ROOM - NIGHT

               Bernie and Natalie making love. Slow, tender. Natalie doesn't 
               make with the "Oh yeah, baby, you're doing great" 
               encouragement. Just some low key moans. Bernie doesn't come 
               too soon either. He outlasts Sinatra through several cuts.

               In contrast, we hear the hooker and her John howling away 
               through the walls. An escalating ostinato of "Oh Baby's."

               Until Natalie reaches behind her and raps her fist against 
               the wall. Big smile from both of them.

               EXT. LUCKY STAR MOTEL - DAY

               Bernie and Natalie returning from breakfast in Bernie's Buick. 
               Bernie can't find a parking spot. Natalie climbs out, heads 
               for the room.

               Natalie arrives at the room. She's about to stab the key in 
               the lock, when she realizes the door is ajar. She hesitates 
               for a moment, then pushes it open...

               INT. BERNIE'S MOTEL ROOM - DAY

               ...to find Mikey and Charlene waiting on them. Charlene is 
               puffing away on a Marlboro when Natalie enters. She 
               immediately stubs it out. Rises, heads for the bathroom.

                                     CHARLENE
                         I gotta go pee. I'm always peeing.

               She closes the door after her.

                                     NATALIE
                              (to Mikey)
                         How did you get in here?

                                     MIKEY
                         I told the desk clerk Bernie was my 
                         old man. He let us wait inside. That 
                         a problem?

                                     NATALIE
                         Bernie's looking for a parking space.

                                     MIKEY
                              (chuckles)
                         Shit. I musta taken the last one.

               Mikey steps up to Natalie. She hasn't moved from the doorway. 
               Her dislike for Mikey is evident.

                                     MIKEY
                         Tell me something, Natalie? Is he 
                         paying you?

                                     NATALIE
                         Excuse me?

                                     MIKEY
                         My old man, is he renting your ass? 
                         'Cause otherwise I just don't get 
                         it. A loser like my pops in the 
                         company of some primo T & A. It don't 
                         compute.

               Natalie doesn't dignify Mikey with an answer. She stares him 
               down unflinchingly. Mikey reaches out to Natalie's ear, 
               "pulls" out a $20 dollar chip.

                                     MIKEY
                         This enough to get me a taste? Family 
                         discount?

               He drops the chip down Natalie's cleavage. Natalie still 
               doesn't react. Mikey reaches up, starts caressing her face.

               She flinches. Right then, the door swings open. Bernie enters. 
               Mikey snaps his fingers and a rose appears in his hand. He 
               extends it to Natalie. She ignores the gesture, steps aside.

                                     BERNIE
                         Mikey...

                                     MIKEY
                         Hey, Bernie. I told you I was gonna 
                         stop by.

                                     BERNIE
                         Yeah... I figured you'd call ahead. 
                         We were out at breakfast.

               Charlene emerges from the bathroom. Natalie heads over. She 
               doesn't want to be around Mikey.

               She stops in front of Charlene, points to a sprinkling of 
               white powder on the side of her nose.

                                     NATALIE
                         You missed some.

               Charlene immediately swats the coke off. Natalie enters the 
               bathroom. Closes the door.

                                     MIKEY
                         You see, the thing is, Bernie, we're 
                         kinda strapped. I mean, Charly here's 
                         expecting like yesterday, and we 
                         don't have the dough to make with 
                         the right nutrition for her an' all. 
                         So, I was wondering if you would 
                         care to invest a little in your 
                         grandchild's future... his well being.

               Bernie scratches his head, thinks on it for a moment or two.

               Then heads over to the kitchenette cupboard. Pulls down a 
               coffee can. Extracts a thick wad of bills. Hands them over 
               to Mikey.

                                     BERNIE
                         There's about three grand there. 
                         That's all I got.

                                     CHARLENE
                         Bless you, Bernie.
                              (pats her belly)
                         You know, Michael, I  -- think we 
                         should name her Bernadette. After 
                         your father.

                                     MIKEY
                         You mean, Bernie. Trust me, it's a 
                         boy.

               Bernie seems quite moved by it all.

                                     CHARLENE
                              (to Bernie)
                         Wanna feel her?

                                     BERNIE
                         I don't think... I don't want anything 
                         to hap...

                                     CHARLENE
                         Ooh, I just felt her kick. C'mon, 
                         Bernie, gimme your hand...

               She places Bernie's hand over her stomach.

                                     CHARLENE
                         Feel that?

                                     BERNIE
                              (not sure)
                         I don't know... I think so...

               Mikey takes Charlene by the arm...

                                     MIKEY
                         We'll catch you later, Bernie. I 
                         think I'm gonna take Charly over to 
                         the hospital right now. Get her 
                         checked up real good.

               Charlene kisses Bernie on the cheek. He blushes.

                                     CHARLENE
                         Take care, Pop.

                                     BERNIE
                         Mikey...

               Mikey turns in the doorway, eyebrows raised. Yeah?

                                     BERNIE
                         You're not going to try anything 
                         stupid while you're in town?

               Mikey plays it dumb. Huh?

                                     BERNIE
                         You mess up and they'll cut you no 
                         slack. That's all I'm saying. You 
                         got a kid to think about.

               Mikey nods, backs out of the room. Charlene giggles. They 
               disappear into the parking lot. Natalie emerges from the 
               bathroom. She lights up a cigarette, just stares at him as 
               if to say: sucker. Bernie shrugs.

               INT. SHELLY'S OFFICE - NIGHT

               Shelly enters to find Larry seated behind his desk. Larry 
               immediately leaps to his feet, phony apologetic grin.

               Nicky and Marty are lounging on Shelly's sofa. Shelly's gaze 
               is drawn to a table in the middle of the room. There's 
               something on it, covered in a plastic sheet. He raises a 
               "what gives?" eyebrow.

                                     NICKY
                         Shelly, I hope you don't mind...

                                     SHELLY
                         What's going on, Nicky?

                                     NICKY
                         I'm sorry we didn't say nothing about 
                         this earlier... but the deal wasn't 
                         closed yet.

                                     MARTY
                         Don't worry, Shelly, you're gonna 
                         love it.

               Nicky gestures to Larry. Larry whisks the plastic sheet off 
               the table...

               ...to reveal an impressive SCALE MODEL of a redesigned SHANGRI-
               LA HOTEL AND CASINO.

               The model boasts huge snow-capped Himalayan peaks a la "Lost 
               Horizon," surrounding a completely overhauled hotel and 
               casino. A Matterhorn-like rollercoaster traverses the mountain 
               top. Gold and marbled pillars, terraces and floors promise 
               to raise the bar on Las Vegas opulence. We're looking at a 
               hundred million dollar investment easy.

                                     NICKY
                         The new Shangri-la Hotel and Casino. 
                         We break ground on her in six months.

               Off Shelly's startled expression --

                                     NICKY
                         I know what you're thinking? Where's 
                         she gonna go? You need space to 
                         expand, right? Well, that's been 
                         taken care of. We're now the proud 
                         owners of The Golden Frontier next 
                         door.

                                     LARRY
                              (gesturing to the 
                              model)
                         She's perfect. Three floors of gaming, 
                         IMAX theater, entertainment center, 
                         boutiques, restaurants, rollercoaster, 
                         you name it. She'll pay for herself 
                         in three years, and then it's easy 
                         money.

                                     NICKY
                         Isn't she great, Shell?

               Shelly slowly approaches the model like a condemned prisoner 
               mounting the scaffolding.

               We see his stoic features reflected in her sparkling swimming 
               pool.

                                     SHELLY
                         In "Lost Horizon," these people, 
                         their plane crashes in the Himalayas -- 
                         and they get rescued and taken to 
                         this Utopia in the mountains. Shangri-
                         la. It's beautiful. The place is 
                         completely isolated. Untouched by 
                         the outside world. There's no war, 
                         no greed, no bullshit... Time is 
                         slowed down. People, they don't age. 
                         It's... paradise. That's what Shangri-
                         la is. Paradise.

                                     LARRY
                         Yeah, we've all seen the movie. And 
                         your point is?

               Shelly whirls around, yells:

                                     SHELLY
                         You don't fuck with paradise! All'a 
                         ya!

                                     NICKY
                         Hey, Jesus, c'mon, Shelly. We're not 
                         trying to fuck with it. We're trying 
                         to make it better.

                                     SHELLY
                         How... how, Nicky, could it be any 
                         better? Right now it's perfect. It's 
                         the last of its kind. It's pure... 
                         and this.
                              (points to the model; 
                              weary)
                         ...this is just... it's a mockery. 
                         An insult. Trying to make something 
                         of it that it isn't.

                                     LARRY
                         What are you talking about? It's 
                         right outta the movie?

                                     SHELLY
                         Whose talking about a fuckin' movie? 
                         This ain't a fuckin' movie. This is 
                         my life. This is my house of worship. 
                         You people are shittin' on all that's 
                         sacred to me.

               A tense silence ensues. Nicky, Larry and Marty exchange looks.

                                     SHELLY
                              (tired laugh)
                         I got just one question? Where you 
                         gonna be when they decide to change 
                         it back? When the people, they come 
                         looking for the real Vegas, from 
                         before all this Epcott Center 
                         bullshit. Who's gonna it give it to 
                         them? You guys? I don't think so. 
                         You know who? The same fucks who 
                         started this shit in the first place. 
                         It's all gonna come full circle and 
                         bite you in the ass. Mark my words.

               Shelly falls silent. Massages his forehead. Shit, that wasn't 
               the way to handle it.

               Nicky gets up from the sofa, walks over to Shelly, places a 
               hand on his shoulder. Shelly flinches, but doesn't pull away.

                                     NICKY
                         You make some good points, Shelly. 
                         Maybe it'll swing back the other 
                         way, who knows? But the smart money 
                         suggests we roll the dice. I'm not 
                         gonna bullshit you; naturally there's 
                         gonna be a lot of restructuring in 
                         the months to come, but I want you 
                         to know, you'll always have a place 
                         with us.

                                     SHELLY
                         Where's that? Behind the bar?

                                     MARTY
                              (laughs)
                         Behind the bar, that's a good one.

                                     NICKY
                         I think you should take some time 
                         and think things through. All this, 
                         it's a lot to digest, y'know.

                                     MARTY
                         Speaking of things to digest, I'm 
                         starving. How's that buffet they got 
                         in the Valley of the Blue Moon? You 
                         recommend their prime rib, Shell?

               Shelly stares right through Marty. Choke and die on it, 
               motherfucker.

                                     SHELLY
                         It's food.

                                     NICKY
                         Hey, my arteries can use a workout. 
                         Lead us to the trough, Shell.

               Shelly nods at Nicky, then shifts his gaze to Larry. Larry's 
               all smiles. He steps forward to join them, his hand dropping 
               down and caressing the surface of Shelly's desk behind him.

               A subtle gesture not lost on Shelly. Shelly mentally unloads 
               a full chamber into Larry's chest. Returns the smile.

               INT. CASINO - CRAPS TABLES - NIGHT

               As Shelly and the group pass a hot craps table, Nicky is 
               drawn to it.

                                     NICKY
                         Wait up a second...

                                     MARTY
                         I thought we were gonna eat?

               Only now do we see Bernie has arrived to cool the table of 
               its hot shooter -- A LOUD, pudgy, overdressed SUBURBANITE.

               Shelly eyes Bernie.

                                     SHELLY
                         Maybe we wanna play over there. Less 
                         crowded.

                                     NICKY
                         Nah, let's play here. This is my 
                         lucky table. I always play here.
                              (to the others)
                         Go on ahead. I know where to find 
                         you guys.

               Shelly signals Bernie to back off. Bernie steps back.

               Shelly, Larry and Marty head for the restaurant. Nicky quickly 
               slaps down some green.

               The stickman slides the dice over to the suburbanite who is 
               shooting. He scuttles the dice. They bounce up over the rail 
               and spike Nicky on the forehead before dropping back on the 
               felt. The players chuckle.

                                     STICKMAN
                         Out! Seven, line away seven...

               Nicky rubs his forehead, glares at the suburbanite. He fires 
               back.

                                     SUBURBANITE
                         C"mon, pops! What the hell? I coulda 
                         paid my mortgage with the money I 
                         just lost.

               Nicky says nothing. The table is quickly cleared by the 
               dealers. The stickman skips the next shooter and feeds the 
               dice to Nicky.

                                     SHOOTER
                         Hey? I'm supposed to be next...

                                     NICKY
                         File a grievance, shithead.

               Suburbanite is still fuming over his loss. Nicky places a 
               couple hundred on the passline.

                                     STICKMAN
                         We're coming out. Crap Eleven, any 
                         seven.

               Nicky throws in some chips to the center.

                                     NICKY
                         Hundred dollar big red.

               Suburbanite watches as Nicky runs through a lengthy pre-shot 
               routine. Lots of hand jive and cuff shooting.

                                     SUBURBANITE
                         Hurry it up, gramps. Your soup's 
                         getting cold.

               Nicky throws.

                                     STICKMAN
                         Crap, Ace Deuce. Line down.

               The croupiers takes down the pass line.

                                     SUBURBANITE
                         Hey, Busketti, maybe you should try 
                         shuffleboard.

               Nicky is fed the dice again. Same routine. Nicky just fires 
               an incendiary look back at the suburbanite.

                                     SUBURBANITE
                         Uncle Palsy? Shake'em this direction.

               Nicky throws.

                                     STICKMAN
                         Four, hard four. The point is four.

               The players make their bets.

                                     SUBURBANITE
                         Good now throw it before you fucking 
                         keel over and die, old man.

               Nicky slowly starts his routine defiantly.

                                     SUBURBANITE
                         Happy birthday to me. Happy Birthday 
                         to me... Jesus, fuck, I'm another 
                         year older already.

               Nicky throws.

                                     STICKMAN
                         OUT! Seven! Line away.

               Nicky claps his hands dealer style -- for effect -- and with 
               a gentlemanly smile steps back from the table. Nicky's chips 
               are quickly swept up by the croupier.

                                     SUBURBANITE
                         Don't take it so hard, pops. Everybody 
                         craps out.

               Nicky locks eyes with the suburbanite. Then flashes a smile 
               that suggests he's going to brush it off. He turns away from 
               the table...

                                     SUBURBANITE
                         Now go change your fucking Depends.

               Nicky makes like it's all in good jest. Yeah, that's real 
               cute. He heads around the table to the suburbanite, holds 
               out his hand as if to say: Hey, no hard feelings. The 
               suburbanite shrugs. What the fuck? I was just playing with 
               you, pops. He reaches for Nicky's hand... when Nicky suddenly 
               headbutts him. Before anyone can react, Nicky starts laying 
               into the suburbanite. The man goes down and.

               Nicky continues pummeling him...

                                     NICKY
                         Who's laughing now, huh? ya fuckin! 
                         prick! C'mon, crack wise again... Ya 
                         fuckin' smooth as a Ken doll, no-
                         dick, suburbanite scum. How's that 
                         for a game?!

               Shelly alerted to the fracas, rushes back to the table. He 
               takes immediate control of the situation. Snaps his fingers 
               at security. The suburbanite is whisked away with a pocketful 
               of comps and a bruised ego. Shelly takes Nicky aside, attempts 
               to calm him. Nicky keeps railing at Shelly:

                                     NICKY
                         That ain't right, Shelly! Guy fucks 
                         up my game like that. Who the fuck 
                         does he think he is?

                                     SHELLY
                         You're right. He's just a piece of 
                         shit. Forget about him.

                                     NICKY
                         I thought this joint had more class. 
                         Used to be, we wouldn't even let 
                         bums like that in...

               Nicky catches himself. He looks at Shelly for a beat.

               There's an unspoken understanding between them. "The good 
               old days." We see Bernie in the b.g., looking more than a 
               bit shocked.

               INT. THE MAKAWAO BAR AND GRILL - NIGHT

               Bernie seated with Natalie.

                                     BERNIE
                         This town... You know, Natalie, all 
                         I want to do is go some place where 
                         I can tell day from night. Where 
                         they got clocks on the wall. I can't 
                         breathe around here no more. Four 
                         days and I'm gone. I'm not even sure 
                         I can hold out that long.

                                     NATALIE
                              (a beat)
                         So where does that leave us?

                                     BERNIE
                         A week ago, I didn't remember what 
                         it was like to have a woman's hands 
                         on me. I'm still pinching myself, 
                         expecting to wake-up from...
                              (just blurts it out)
                         Come with me, Natalie. I want you to 
                         come with me.

                                     NATALIE
                         God, Bernie, that's...

                                     BERNIE
                         I'm sorry. I didn't mean to spring 
                         that on you.

                                     NATALIE
                         Bernie... I want to be with you. I 
                         do. But I don't know if I can leave 
                         with you.

               Bernie's look: Why?

                                     NATALIE
                         I was working on a compatibility 
                         chart for the two of us. And it looks 
                         good, really, it does.

                                     BERNIE
                         So, what's the problem?

                                     NATALIE
                         That's with us here. In Vegas.

               Bernie's expression: Oh.

                                     NATALIE
                         Maybe I was being presumptuous, 'cause 
                         I knew you were leaving... and I 
                         tried working it in different ways... 
                         It wasn't good, Bernie. I got scared. 
                         But that's just for now, for the 
                         immediate future. Once the planets 
                         realign, maybe a year from now...

                                     BERNIE
                         Natalie... I can't... Not another 
                         year. Not another week.

               A somber mood falls on the table. Bernie reaches for Natalie's 
               hand. Instead, he knocks the salt over. It spills out in 
               front of them.

                                     BERNIE
                         I think... we probably shouldn't see 
                         each other anymore.

                                     NATALIE
                         Why, Bernie? We only got a couple 
                         days left together. Why not make the 
                         most of them?

                                     BERNIE
                              (a long beat)
                         Because if I spend one more night in 
                         your arms, I'm not going anywhere.

                                     NATALIE
                         And that's so bad?

               Bernie just stares at her, shrouded in sadness. Natalie stubs 
               out her cigarette, rises.

                                     NATALIE
                         Take care, Bernie.

               Bernie casts his eyes to the mound of spilled salt in front 
               of him. Nods. A few beats later he raises his head...

                                     BERNIE
                         Natalie, don't...

               Gone. A WAITRESS appears.

                                     WAITRESS (O.S.)
                         Get you another?

                                     BERNIE
                              (nods)
                         I think you better bring me the 
                         bottle. Please.

               INT. SHANGRI-LA HOTEL AND CASINO/BAR - NIGHT

               Once again, we see Bernie's feet limp across the casino floor. 
               He walks up to the bar, asks for a cup of coffee.

               Doris brings it over. Short on the cream again.

               He just sips it black. Gloom and doom features. Life sucks.

               His master's VOICE sounds over the intercom:

                                     VOICE (V.O.)
                         Chang, party of fifteen, your table 
                         is ready, Chang party of fifteen.

               Bernie looks to Doris. Sighs. Only three more days.

               INT. CASINO FLOOR - CRAPS TABLES - NIGHT

               He heads for the crap tables, the sound of raucous CHEERING 
               becomes audible. A large crowd starting to gather.

               Bernie noodles his way to the front of the crowd. As soon as 
               he gets a look at the heavy hitter at the table, he tenses 
               up.

               Oh shit.

               It's MIKEY. With Charlene. Charlene is making one hell of a 
               racket. Playing up her extremely maternal state.

               Just then Natalie sidles up to Bernie with the Chivas Regal.

               Without thinking about it, he grabs the glass off the tray, 
               downs it in a single gulp.

                                     CHARLENE
                              (clutching her tummy)
                         Come on, Mikey. This is our future. 
                         Don't blow it.

               Mikey throws down a bet for the dealer.

                                     MIKEY
                         Put this on the line for the boys.

               The stickman thanks him as they place the bet. Mikey throws 
               down more money. We can see Mikey has bets all over the table.

                                     MIKEY
                         With shoes!

                                     STICKMAN
                         Dealer's got shoes. Hands high, the 
                         dice are out! The point is nine.

                                     CHARLENE
                         Come on all you's. Put a good thought 
                         in for our baby!

               As everyone dotes over Charlene, Mikey quickly swaps the 
               dice before anyone can see. He throws.

                                     STICKMAN
                         Six the hard way!

               Mikey is paid nine thousand by the croupier, as is Charlene.

               Bernie stands frozen. He doesn't bother trying to get any 
               closer to the table. He knows it'll do no good.

                                     CHARLENE
                         Oh my god, I just felt him kick! He 
                         knows. He knows you're all pulling 
                         for him. God bless you all.

               Natalie looks over at Charlene. Their eyes meet for a second. 
               It's as though Natalie knows it's a scam and Charlene's 
               acknowledging it.

               Mikey throws again.

                                     STICKMAN
                         Six the hard way! Look out, we got a 
                         shooter!

               Another nine grand. Mikey's rail is nearly full. Charlene 
               hops around awkwardly causing more distraction.

               Bernie is really sweating it out now. Then Shelly arrives.

               Larry is hot on his tail.

                                     SHELLY
                         How much?

                                     BERNIE
                         Eighteen thousand since I stepped 
                         up. I'm sorry, Shelly, I guess I've 
                         been hit and miss lately.

               Shelly's expression tells us he isn't so sure. Something 
               definitely isn't kosher.

               As Charlene chatters on, Mikey switches the dice back.

               Shelly makes him.

                                     SHELLY
                              (sotto)
                         Fucking amateurs...

               Mikey throws...

                                     STICKMAN
                         Seven out! Line away.

               The players and crowd, though disappointed, applaud Mikey's 
               achievement.

                                     MIKEY
                              (bowing)
                         I thank you. My wife thanks you. My 
                         unborn child thanks you.

               Mikey moves his rail of chips to the felt.

                                     MIKEY
                         Color me up will ya?

               Larry notices Shelly slipping on a pair of leather gloves.

                                     LARRY
                         You've gotta be kidding me.
                              (off Shelly's steely 
                              glare)
                         That's not how I propose we handle 
                         it. We'll turn the matter over to 
                         the authorities. They'll be 
                         blacklisted, their credit ruined...

                                     SHELLY
                              (gets in Larry's face)
                         And then we'll give 'em both a 
                         lollipop for the ride home. Come 
                         watch and learn, Harvard. A little 
                         lesson on how to protect your 
                         investment -- the old school way.

               Shelly walks over to Mikey and Charlene, Larry lingering 
               behind him.

                                     SHELLY
                         Hey, that was some run you had back 
                         there.

                                     MIKEY
                         Uh, thanks. Just lucky I guess.

               Mikey steals a tense glance at Charlene. She starts to fidget 
               nervously.

                                     SHELLY
                         Why don't we go do this in my office? 
                         I don't like to hand out all this 
                         amount of cash on the floor.

               Security (Tony and Lou) corrals the couple. Leads them away.

               Bernie watches as they pass by. Mikey looks into Bernie's 
               eyes. They both know he's been made. Natalie doesn't say 
               anything, just looks at Bernie.

               INT. CASINO RECEIVING AREA - NIGHT

               Slot machines everywhere -- some on the way out, some on the 
               way in. Crates of casino supplies.

               Bernie rushes in with Natalie behind him. Heading for an 
               aural beacon of BLOWS landing on flesh... GRUNTING, 
               PLEADING...

               ...arriving to find Tony and Lou kicking the shit out of 
               Mikey on the floor. Charlene lies clutching her belly a few 
               feet away. Shelly swings a baseball bat, warming up for some 
               blood sport. Larry watches from the sidelines -- at once 
               appalled and enthralled.

                                     CHARLENE
                         Oh my God... I can feel the 
                         contractions coming on...

               Bernie rushes over to Shelly...

                                     BERNIE
                         Shelly, stop them! Don't do this!

                                     SHELLY
                         Get lost, Bernie, this got nothing 
                         to do with you.

                                     BERNIE
                         It's got everything to do with me. 
                         He's my son.

               Everyone stops dead. Freeze frame. Shelly gets a weird look 
               in his eye. A fuse has just been lit...

                                     SHELLY
                         What did you say?

                                     BERNIE
                         I said, he's my --

                                     SHELLY
                         Who? This little prick?

               Shelly smashes Mikey across the shoulder with the bat.

               AARRRGGGGHHH!!! Shelly raises the bat to cream Mikey again... 
               Bernie grabs Shelly's arm. Shelly shoves him back.

               Raises the bat again...

                                     MIKEY
                         Pop, help me...

                                     BERNIE
                         Shelly, don't you fucking do it!

               Shelly freezes. He lowers the bat, throws it aside. Grabs 
               Bernie by his collar...

                                     SHELLY
                         Were you in on this? Jesus, you better 
                         come clean with me.

                                     BERNIE
                         NO! God, no! I didn't know nothing 
                         about it.

               Shelly releases Bernie. There's a strange look in Shelly's 
               eye. We see the wheels turning...

                                     SHELLY
                         How much you think their lives are 
                         worth, Bernie? Myself, I don't think 
                         they're worth piss. But, hey, it 
                         ain't my kid...

               Bernie sees where Shelly's going with this. We can almost 
               hear the cell door slamming in his head.

                                     SHELLY
                         Let me see: they were up almost a 
                         hundred and fifty grand. That's 150 
                         G's someone's gonna have to account 
                         for. What do you say, Bernie, seventy-
                         five grand a piece?

               Bernie glances over at Natalie. She has tears in her eyes.

               He looks to Shelly pleadingly. Please don't do this...

                                     SHELLY
                         Hey, I know you don't have that kind 
                         of cash. But, since you're a friend 
                         of the house, I'm willing to front 
                         you.

                                     BERNIE
                         Shelly, they didn't get away with 
                         the money... You didn't lose 
                         anything...

               Shelly glances over at Lou, nods. Lou kicks Mikey in the 
               face. His nose snaps like a twig.

                                     BERNIE
                         Oh Jesus... Yes! All right. It's on 
                         me. 150 G's.

               Charlene clutches her belly, moans...

                                     CHARLENE
                         Oh god, oh god... you gotta get me 
                         to the hospital... contractions...

                                     BERNIE
                         Shelly, please help her. That's my 
                         grandson...

                                     SHELLY
                         Hey, why don't we all break out the 
                         champagne? Lootz is about to become 
                         a granddaddy.
                              (walks over to her)
                         How you doin' there, sweetheart? 
                         Must hurt like crap, huh?

                                     CHARLENE
                              (nods)
                         Hurts so bad...

                                     SHELLY
                         Yeah?

               Suddenly Shelly kicks Charlene in the belly! WHAM! She 
               screeches out.

                                     NATALIE
                         Oh God...

                                     BERNIE
                         Jesus NOOOOO!!!

               Even Shelly's goons can't believe what they've just witnessed. 
               Larry is aghast. Bernie rushes Shelly, starts raining blows 
               on him. Shelly swats him off. He drops down next to the 
               squirming girl, rips her sweater and blouse up over her 
               stomach...

               ...to reveal a mound of fake padding. He tears the padding 
               away from her, throws it at Bernie.

                                     SHELLY
                         Here! It's a fuckin' boy. Anyone got 
                         a cigar?

               The muscle start laughing it up. Relief. Larry emits a nervous 
               giggle. Natalie's jaw hits the floor. Bernie takes a step 
               back. He's about to go into serious shock. Charlene curls 
               over, sobbing.

                                     SHELLY
                              (to Bernie)
                         You sure you still want to be good 
                         for it? Because if you want to change 
                         your mind, I don't blame you.

               Bernie looks over at Mikey. He stares up at his father, 
               trembling.

                                     MIKEY
                         I'll make it up to you, Pop, I 
                         swear...

               Bernie holds his son's gaze for a beat. He's almost tempted 
               to... He just shrugs and nods at Shelly.

                                     BERNIE
                         It's on me.

                                     SHELLY
                              (shakes his head)
                         That's the worst fucking call you 
                         ever made in your life.

               ON NATALIE at that moment. We can tell she agrees with 
               Shelly... but thinks all the more of Bernie for it. That 
               might even be love in her eyes.

               Shelly snatches his baseball bat up off the floor. Walks 
               over to Mikey, and brings it down full force, pulverizing 
               Mikey's left kneecap. Oh man, the scream...

                                     BERNIE
                         What are you doing?! I thought we 
                         had --

                                     SHELLY
                         150 G's buys their lives. This is 
                         just a little slap on the wrist to 
                         remember me by.

               Natalie turns her head. She's about to throw up. Larry 
               watches, unflinchingly. Charlene is making with some serious 
               pleading now.

                                     CHARLENE
                         Oh god... it wasn't my idea.

               Shelly steps up to Charlene, tapping the base of the bat in 
               the palm of his hand. He smiles reassuringly at her.

                                     SHELLY
                         You know, motherhood is a beautiful 
                         thing. This... you made a mockery 
                         out of it. Maybe you'll get to 
                         experience it for real one day.

                                     CHARLENE
                              (nods, sobbing)
                         I want... to be a mother... please 
                         don't hurt me...

                                     SHELLY
                         I'm not going to hurt you.

               Shelly turns his back on her. Charlene starts sobbing relief. 
               They're not going to hurt her. It's going to be all right. 
               Wrong. Shelly throws the bat to Lou. The heavy steps up to 
               the plate (as we RACK FOCUS to Shelly walking away) -- 
               CRUNCH!!! followed by the girl's SHRIEKS. Natalie buries her 
               head in Bernie's shoulder.

                                     SHELLY
                              (to Tony and Lou)
                         Get 'em outta here. You ever see 
                         them in this joint again, kill 'em.

                                     SHELLY
                              (to Bernie and Natalie)
                         You two, you're still on shift.

               Shelly catches Larry's eye: I hope you were taking notes.

               INT. BERNIE'S MOTEL ROOM - NIGHT

               Bernie's seated on the edge of his bed, drowning his sorrows 
               with a bottle of gin. Moonlight paints him in jail bars of 
               shadow. Natalie lingers in the b.g.

                                     BERNIE
                         I did this to myself. I planted the 
                         seed. When Angela took off with Mikey, 
                         I didn't... I never made an effort 
                         to get back in his life. I figured, 
                         the kid don't need a loser for a 
                         father. Now it's all come full circle. 
                         I give him the money, I open the 
                         door to all this... I musta had it 
                         coming. Payback.

               Natalie's hand lowers the needle onto the Sinatra record.

               "Nice 'n' Easy" starts up.

               She walks over to Bernie, takes the bottle away. Helps him 
               to his feet.

               He gives himself over to her reassuring embrace. Natalie 
               raises Bernie's face to her's.

                                     NATALIE
                         Bernie, it's a big world out there. 
                         If you just took off -- if we took 
                         off.

               Bernie shakes his head. It's too late for that now.

                                                               DISSOLVE TO:

               INT. BERNIE'S MOTEL ROOM - LATER - NIGHT

               Natalie staring up at the ceiling, Bernie nuzzled against 
               her. Her features appear softer than ever. Luminous in the 
               moonlight. Realization moist in her eyes.

                                     NATALIE
                         You awake, Bernie?

               He grunts something inaudible.

                                     NATALIE
                         I -- think I love you.

               Bernie tenses up. Huh?

                                     NATALIE
                         No, I don't think. I'm pretty certain 
                         of it.

               Bernie raises his head, not quite sure he heard her right.

               Natalie sits up, hugs her knees. Bernie finds himself staring 
               at her back.

                                     NATALIE
                         You blind-sided me, Bernie Lootz. I 
                         never saw this coming. You shouldn't 
                         do that to a girl.

               Bernie reaches out, caresses her back. She emits a shiver...

                                     NATALIE
                         There's still things you don't know... 
                         should know... I don't want to ruin 
                         it...

               Bernie pulls Natalie back toward him.

                                     BERNIE
                         It won't make any difference, Natalie. 
                         Whatever you come clean about, I'm 
                         not gonna feel any different about 
                         you. I'd say the words, but with my 
                         luck...

                                     NATALIE
                         Say 'em anyway. To hell with rotten 
                         luck. That's overs.

                                     BERNIE
                              (a beat)
                         I love you, Natalie.

               Natalie smothers her lips against Bernie's. He enshrouds her 
               in his arms. Fade out...

               INT. BERNIE'S MOTEL ROOM - DAY

               Fade into SOFT FOCUS. Slowing taking form... A CAT'S FACE 
               seen in extreme close-up.

               WIDER -- to reveal the cat resting on Bernie's chest. She 
               MEOWS as he stirs awake. He's stunned to see her there.

                                     BERNIE
                         Trixie?

               The cat jumps off his chest and slinks over to her empty 
               food bowl. Meows again. Bernie breaks into a wide smile.

                                     BERNIE
                         Trix. You came back.

               Bernie shields his eyes from the bright sunlight streaming 
               in through the blinds. Huh? This is a first for him. He's 
               never gotten direct sunlight in his room before. What's the 
               deal? Did the world just turn on its axis?

               He glances over his shoulder... No Natalie. Just her 
               impression in the sheets. And a note on her pillow. For a 
               moment his heart stops. He conjures up the worst. Grabs up 
               the note, unfolds it.

               We see a lipstick kiss and the words: HAVE A SPECTACULAR 
               DAY!

               Bernie lets out a joyful whoop! Leaps out of bed...

                                                              SMASH CUT TO:

               INT. BERNIE'S MOTEL ROOM - CONTINUOUS - DAY

               CLOSE-UP: Trixie eating some tuna out of her bowl. We hear 
               the record player needle drop on "Luck Be A Lady." Cut to:

               Bernie's feet gliding around the room... PAN UP to Bernie 
               dancing with himself. He's positively aglow. He snatches up 
               a salt shaker and sings along with Sinatra. It's true -- 
               love makes the world go around. It obviously also gives life 
               to dead plants, as evidenced by the small bulb that has sprung 
               up overnight above his radiator. But we won't dwell on that.

               INT. SHANGRI-LA HOTEL AND CASINO - DAY

               Bernie struts into the casino a changed man (still to the 
               tune of "Luck Be a Lady"). Even his limp seems less pronounced 
               as he greets fellow workers as they pass.

               He catches a glimpse of himself in a wall mirror. Maybe for 
               the first time, he likes what he sees. In the reflection he 
               notices Natalie smiling at him. He meets her eyes. She averts 
               them quickly, keeps walking.

               INT. SHELLY'S OFFICE - THAT MOMENT

               Shelly watches Bernie from the video monitor. He appears 
               less than delighted over Bernie's sunny disposition. He picks 
               up the phone, dials.

                                     SHELLY
                              (into phone)
                         Yeah, it's me. Get Bernie over to 
                         crap table six.

               INT. CASINO FLOOR - NIGHT

               Per usual, Bernie walks up to the bar, asks for a cup of 
               coffee. Doris slides it over.

                                     BERNIE
                              (looking around)
                         Got any cre --

               Before he can answer, Doris hands him a container of cream.

               A full container. Taken aback, he starts pouring it into his 
               cup, when he hears a VOICE over the intercom:

                                     VOICE (V.O.)
                         Lovett, party of six, your table is 
                         ready, Lovett, party of six.

               Bernie looks to Doris.

                                     BERNIE
                         Duty calls.

               INT. CASINO - MONTAGE - MOMENTS LATER

               A -- Bernie arrives at a hundred dollar blackjack table just 
               in time for the dealer to bust out. The crowd goes crazy!

               B -- Bernie takes a break by leaning up against the side of 
               a slot machine. Suddenly, the woman playing it hits a jackpot.

               C -- Everywhere he seems to go, people continue to win.

               D -- Bernie, despite the spooky irony, can't help but smile 
               as mountains of chips pile up on the tables. Shelly appears 
               behind him. Not a happy camper. He gestures Bernie to follow 
               him.

               INT. CASINO SLOTS AREA - NIGHT

               They head over to a section of slots. As they pass one of 
               those huge million dollar slots, the FLOOR MANAGER cuts in 
               front of them.

                                     FLOOR MANAGER
                         Hey, Shelly, check it out. The new 
                         Mega-Million. I call her Marnie, 
                         'cause she's one frigid broad. Sure, 
                         once in a while she'll flash you a 
                         bit of tit, but your chances of 
                         hitting a home run -- one in twenty 
                         million. Here, give her a shot...

               He hands Shelly a cup of quarters, takes off. Shelly looks 
               to Bernie. He's trying to keep a lid on his anger.

                                     SHELLY
                              (feeding Marnie 
                              quarters)
                         You wanna tell me what's going on 
                         out there?

                                     BERNIE
                         I don't know...

               Shelly pulls the lever.

                                     SHELLY
                         What do you mean...

               Marnie immediately spits out a small jackpot.

                                     SHELLY
                              (reacts with surprise)
                         What do you mean, you don't know? 
                         We're down almost a mil out there. 
                         Doesn't seem strange to you?

                                     BERNIE
                              (shrugs)
                         Guess I'm having an off day.

                                     SHELLY
                         You don't have off days, Lootz. You're 
                         shitty luck incarnate. What's wrong? 
                         You coming down with something? You've 
                         got this look about you...

               Shelly starts feeding Marnie again.

                                     BERNIE
                         Nothing's wrong. Fact is, I've never 
                         felt better.

                                     SHELLY
                         What's that supposed to mean?

                                     BERNIE
                         She loves me, Shelly. She told me 
                         last night. Natalie.

               On the mention of Natalie's name, we hear a shrieking SIREN, 
               followed by a deafening toll of slot bells. Shelly's just 
               landed the million dollar jackpot. Shelly stares at the slot 
               in surprise -- then looks over at Bernie. Realization hits 
               hard. Fuck! The floor manager staggers over. His expression 
               is priceless.

                                     FLOOR MANAGER
                         Sweet Jesus... you popped her 
                         cherries.

               SEVERAL CASINO WORKERS have gathered to witness the 
               deflowering of Marnie. They gaze reverently upon her, as if 
               witnessing the "Close Encounters" mothership for the first 
               time. Shelly drags Bernie out of earshot.

                                     SHELLY
                         Natalie? She told you, she loves 
                         you?

               Bernie nods, a huge grin wrenching his cheeks apart. He's 
               about to go helium on us.

               INT. CASINO FLOOR - NIGHT

               Natalie's serving drinks to a table of high rollers, when 
               Tony and Lou appear behind her...

               INT. SHELLY'S OFFICE - NIGHT

               The door to Shelly's office slams behind Natalie. Shelly 
               glares at her from behind his desk. We see him thumbing his 
               steel abacus. The beads drifting toward the center. Natalie 
               shakily lights up a cigarette.

                                     SHELLY
                         Put that fucking thing out!

               Natalie, startled, drops her cigarettes. She kneels to gather 
               them up.

                                     NATALIE
                         Sorry.

                                     SHELLY
                         You should be. You've gone and fucked 
                         it up big time. I paid you to be his 
                         cooze companion, not his fucking 
                         true love. But, no, you had to go 
                         and get all profound on the poor 
                         schmuck.
                              (mimics female voice)
                         "I love you, Bernie." You know what 
                         you've gone and done, sweetheart? 
                         Those four little words of endearment 
                         have already cost this casino a 
                         million and counting today.

                                     NATALIE
                         I don't understand...

                                     SHELLY
                              (jumps to his feet)
                         Lady luck. You never heard'a lady 
                         luck?! That's what's goin' on out 
                         there. Lootz is Kryptonite on a stick. 
                         He should have 'em throwing ice cubes 
                         out there, but instead I got a fuckin' 
                         meltdown on my hands.

               Shelly walks around his desk to Natalie.

                                     SHELLY
                         OK, here's what's gonna happen. You're 
                         outta his life by the time he gets 
                         home. Don't even tell him to his 
                         face, just leave a note. I'll make 
                         some calls, situate you at another 
                         joint.

                                     NATALIE
                         I can't do that.

                                     SHELLY
                              (right in her face)
                         Excuse me?

                                     NATALIE
                         It wasn't an act. I meant it. I love 
                         him.

                                     SHELLY
                              (close to losing it)
                         What's there to fuckin' love? He's a 
                         loser. Always has been, always will 
                         be.

                                     NATALIE
                         I thought you were his friend...

                                     SHELLY
                         And I thought you were a smart cookie 
                         when I picked you out. You do not 
                         want to fuck me over, darlin'. I'll 
                         see to it that your next John's a 
                         rattlesnake out in the desert. Now 
                         get the fuck outta here.

               Natalie rushes from the office in tears. Shelly closes his 
               eyes for a moment -- gotta keep it together.

               INT. SHANGRI-LA CASINO - NIGHT

               Bernie approaches some cocktail waitresses about to go off 
               duty.

                                     BERNIE
                         Hi. Any of you seen Natalie around? 
                         I'm supposed to give her a ride home.

                                     COCKTAIL WAITRESS #1
                         I think she left already. She wasn't 
                         feelin' too good. We been covering 
                         for her.

               Off Bernie's expression: Oh...

               EXT. LUCKY STAR MOTEL - NIGHT

               Bernie's Buick pulls into the lot. He parks, heads for his 
               room.

               INT. BERNIE'S MOTEL ROOM - NIGHT

               Bernie enters. Flips on the light. No Natalie.

                                     BERNIE
                              (calls to the bathroom)
                         Natalie? You in there?

               No answer. He heads over. Finds it empty. Concern spreads 
               across his features. He glances around the room. Notices the 
               closet wide open. Natalie's clothes missing.

                                     BERNIE
                              (sotto)
                         Natalie.

               That's when he catches sight of the note taped to the dresser 
               mirror. He rushes over, rips it off.

               I'M SORRY BERNIE. I GUESS IT JUST WASN'T IN THE CARDS FOR 
               US. TAKE CARE, NATALIE.

               Bernie slumps to the floor in disbelief. Starts to tremble.

               Then rocks back and forth, wracked by stifled sobs. Christ, 
               make it stop hurting...

                                                               DISSOLVE TO:

               INT. BERNIE'S MOTEL ROOM - LATER

               Bernie seated at the foot of the bed, drinking bourbon from 
               a solitary glass. He's almost gone through an entire bottle.

               He glances down, notices a pair of Natalie's stockings 
               sticking out from under the bed. He brings them up to his 
               face. Breathes her in, only to exhale a sorry breath.

               INT. SHANGRI-LA CASINO - BAR - NIGHT

               Bernie stops at the bar for a cup of coffee. Doris starts to 
               pour the cream... whoops... empty. Bernie shrugs. Par for 
               the course. Time to go to work.

               INT. CASINO FLOOR - NIGHT

               We see Bernie back in top form. Forget Mr. Cool, he's turned 
               into Mr. Freeze with a vengeance. The high rollers are facing 
               a nuclear winter on the floor thanks to Bernie.

               SERIES

               A -- A man with a fresh bankroll sits at a card table full 
               of hubris. Bernie pulls up a chair next to him.

               B -- We see a crowd of players hovering over a busy craps 
               table. The cheerful congregation turns sour as the dice are 
               flung. Players groan as they jettison the table, leaving 
               just Bernie...

               C -- We see a dealer pull a six card twenty one as players 
               sit with twelves and thirteens. They sit stunned as their 
               money is swept away. The same man with the hefty bankroll 
               unclips the last of his green. He throws it over to the dealer 
               to change in.

               D -- Larry, roaming the floor, is visibly disturbed by 
               Bernie's cooling ability. It's something he can't quantify 
               and it unsettles him. He glances up toward Shelly's 
               observation window, knows the man is gloating.

               Good call. From behind the glass, Shelly lights up a stogey. 
               Hint of a smile. You go, Bernie.

               INT. PARADISE LOUNGE - NIGHT

               Johnny Cappella rocks the house. PAN ACROSS to Shelly and 
               Bernie seated in Shelly's booth. Shelly is in a jovial mood, 
               while Bernie is a portrait of misery.

                                     BERNIE
                         I want you to tell me the truth, 
                         Shelly. Did you say something to 
                         Natalie? Did you muscle her --

                                     SHELLY
                         Jesus, Bernie, is that what you think 
                         of me? That I would fuck with your 
                         happiness? That hurts.

               Bernie shrugs an apology, shifts his gaze to Johnny Cappella.

                                     BERNIE
                         This guy's all flash. No soul. I 
                         miss Buddy. Place isn't the same 
                         without him.

                                     SHELLY
                         Buddy was tired. I gave him an easy 
                         out. It coulda been a lot worse...

                                     BERNIE
                              (confused)
                         You gave him an easy out? What are 
                         you talkin' about? I thought he...

               Shelly looks almost... tortured. Something he needs to get 
               off his chest.

                                     SHELLY
                         He woulda never taken the buy-out 
                         offer. Buddy woulda stuck to his 
                         guns, no matter what. And they woulda 
                         ended up hurting him. I couldn't let 
                         that happen.

                                     BERNIE
                         Jesus... you... How can you sit here 
                         and justify it? Like you were Dr. 
                         Kevorkian or something?

                                     SHELLY
                         Listen to me, you dumb fuck -- I 
                         loved that sonofabitch. But his time 
                         was up. What I was supposed to do, 
                         leave him to those corporate wolves? 
                         What I did, it was the humanitarian 
                         thing. That I have no doubt about. 
                         Afterwards, I held him in my arms 
                         and I cried like a fucking baby. 
                         What? You got this look -- what's 
                         this fucking look?

               Off Bernie's shocked expression --

               INT. BERNIE'S MOTEL ROOM - NIGHT

               Bernie sits watching TV, a bottle of Ten High next to him on 
               the bed. Same religious channel. This time it's a mass baptism 
               taking place on some river bank. He's about to doze off, 
               when he hears a light rapping on the door. He cocks his head, 
               not sure if it's the booze talking.

               Bernie throws open the door --

               Natalie standing there. A lonely angel framed in the doorway. 
               Suitcase at her feet. 24 carat tears glistening in the dark.

               They just stare at each other for an extended beat. Then 
               Natalie stumbles into Bernie's arms. Clingwraps herself to 
               him. Bernie squeezes his eyes closed. Holds on for dear life. 
               It's a different kind of pain now; one that hurts so good.

               ANGLE ON NATALIE

               from over Bernie's shoulder. There's a bittersweet look about 
               her. Nothing good can come of this. But that's tomorrow. A 
               long ways off.

               INT. BERNIE'S BEDROOM - LATER

               Bernie and Natalie lie in each other's arms. Bernie seems at 
               ease. Natalie eyeballs the ceiling, smoke wisping up from a 
               cigarette.

                                     NATALIE
                         Bernie? You awake?

                                     BERNIE
                         Yeah.

                                     NATALIE
                         Let's just take off.

               Bernie looks over at her.

                                     NATALIE
                         I mean it. Let's just pack up and 
                         go. Tonight.

                                     BERNIE
                              (closes his eyes)
                         I can't do that. I've got an 
                         obligation to Shelly. There's no --

                                     NATALIE
                         Fuck Shelly. He doesn't give a shit 
                         about you. Let's just climb into 
                         your car and get the hell out of 
                         here.

               Bernie cuts her off.

                                     BERNIE
                         I can't do that, Natalie. They'd 
                         come after me. And because you were 
                         with me... I wouldn't want that on 
                         me.

               Natalie finishes her cigarette. Well, she's made her bed.

               Bernie starts nuzzling her. She turns away.

                                     NATALIE
                         Just hold me.

               INT. CASINO FLOOR - DAY

               Shelly looking on as a high roller cleans up at craps. With 
               Bernie standing right there next to the guy.

               Which only seems to make it worse, as Bernie's presence spurs 
               the player on to an even bigger win.

               Bernie has that goofy "my heart is full" look about him.

               Which can mean only one thing in Shelly's book. The man looks 
               about ready to split an atom. We see Larry hovering nearby 
               with a smug grin. Off of Shelly's enraged expression...

               EXT. LUCKY STAR MOTEL - DAY

               Lou's black Oldsmobile pulls into the parking lot. Shelly 
               and the boys climb out, head for...

               EXT. THE MOTEL COURTYARD - DAY

               Natalie's sunning herself at the pool. The only other people 
               around are a middle-aged couple and a young boy.

               Shelly (slipping on his leather gloves), followed by Lou and 
               Tony, strides purposefully up to Natalie -- no hellos, nothing -- 
               just grabs her by the hair...

                                     NATALIE
                         Hey! Ouch! What are you...?

               He drags Natalie over to Bernie's room, kicks the door open, 
               shoves Natalie inside...

               INT. BERNIE'S MOTEL ROOM - DAY

               Shelly throws Natalie onto the bed. Lou closes the door and 
               draws the blinds.

                                     NATALIE
                         You got no fucking right...!

                                     SHELLY
                         What did I tell you?! What did I 
                         fuckin' tell you?!

                                     NATALIE
                         I tried... I couldn't...

                                     SHELLY
                         I don't give a fuck!

               Shelly heads over to the closet, rips it open, pulls out a 
               suitcase. He starts throwing Natalie's clothes into the case.

                                     SHELLY
                         You're gone, sweetheart. History. 
                         Kiss paradise goodbye.

                                     NATALIE
                              (hysterical)
                         I can't leave! I won't! I love him. 
                         Doesn't that mean anything to you, 
                         you heartless fuck?

               Shelly stops packing. He grabs Natalie up off the bed, starts 
               smacking her around.

                                     SHELLY
                         Who the fuck do you think you are? 
                         You ain't nobody! I could make you 
                         disappear like this...
                              (snaps his fingers)
                         And nobody would ever notice you 
                         were gone. Nobody!

                                     NATALIE
                              (yells)
                         Bernie would! I got friends! You 
                         don't fuckin' own me. You got no 
                         right --

               Shelly lifts Natalie up, throws her across the room into the 
               dresser mirror. SMASH! She crumbles to the floor, glass 
               showering her. Natalie grabs up a shard, rushes Shelly with 
               it...

                                     NATALIE
                         Fuck you!

               She slashes Shelly across the arm. Ouch, fuck! Before Tony 
               and Lou can make a move, Shelly ensnares her wrist -- snaps 
               it backwards -- AARRRRGGHHH!!! Shelly snatches up the shard, 
               shoves her back on the bed. We see her terror reflected in 
               the jagged glass against her cheek...

                                     SHELLY
                         You fuckin' cunt...

               He slices her cheek open.

               Tony and Lou look on with mutual expressions: Shelly's getting 
               a little carried away here.

               Shelly staggers to his feet...

                                     SHELLY
                         You think that's bad? That's just a 
                         taste, bitch. You're still here when 
                         Bernie gets home and I'll finish the 
                         job. I'll cut you into so many fuckin' 
                         pieces, the vultures'll be trading 
                         on you for a month.

               Shelly reaches into his jacket, pulls out a wad of bills.

               Throws them at Natalie.

                                     SHELLY
                         Here... go get yourself some cosmetic 
                         surgery.

               Shelly gestures to Tony and Lou. They exit the room, leaving 
               Natalie sobbing into one of Bernie's pillows.

               EXT. LUCKY STAR MOTEL - NIGHT

               Bernie parks. Heads for his room. He's about to reach for 
               his key, when he realizes the door is slightly ajar. He pushes 
               his way into...

               INT. BERNIE'S MOTEL ROOM - NIGHT

               ...darkness.

                                     BERNIE
                         Natalie.

               Bernie fumbles for the light switch...

                                     NATALIE (O.S.)
                         No, don't. I've got a headache.

                                     BERNIE
                              (closing the door)
                         Did you take something? I got some 
                         aspirin in the --

                                     NATALIE
                         Yeah. I already took something.

               There's just enough moonlight in the room for Bernie to make 
               out Natalie curled over on the bed. As he approaches, he 
               trips over Natalie's suitcase on the floor.

                                     BERNIE
                         Ouch!

               He cuts himself on a splinter of shattered glass as he 
               staggers to his feet. Which draws his attention to the mirror. 
               Moonlight glows off the edges. That's all there is -- edges. 
               On the dresser: his bottle of Ten High. Empty.

               Confused, Bernie fumbles his way over to Natalie on the bed.

                                     BERNIE
                         Natalie, what happened? The mirror...

               He reaches out to touch her face... instead his hand makes 
               contact with a lump.

                                     BERNIE
                         Natalie.

               He jerks back, flips on the nightstand lamp.

                                     NATALIE
                         Bernie, no! Shit...

               Bernie chokes at the sight of her. She clutches a bloody rag 
               to her cheek. Blood on the pillow... blood on the sheets...

               And tears.

                                     BERNIE
                         Oh Jesus... Natalie, who did this to 
                         you? We need to call the police...

                                     NATALIE
                         I love you, Bernie. I just want you 
                         to know that. I fell in love with 
                         you. That wasn't part of the plan. I 
                         thought... easy money...

                                     BERNIE
                         What are you saying?

                                     NATALIE
                         Shelly. He paid me to get next to 
                         you. To keep you around. Whatever it 
                         took...

                                     BERNIE
                              (a whisper)
                         Shelly?

                                     NATALIE
                         You got it right the first night. I 
                         was for sale. Bought and paid for. 
                         You were the easy mark, Bernie.

               Bernie slumps down on the edge of the bed. Sucker-punched.

               Trying to make sense of it.

                                     NATALIE
                         At first you were just another John. 
                         But then I started to take a closer 
                         look. For the first time, here was 
                         someone who wasn't trying to hustle 
                         me. Wasn't pretending to be somebody 
                         he wasn't. Just a decent guy trying 
                         to get back on track. And it didn't 
                         hurt any that you put me up on a 
                         pedestal. It sure puts the gutter 
                         into perspective...

                                     BERNIE
                              (still in disbelief)
                         Shelly...

                                     NATALIE
                         Shelly wants me gone. He says I bring 
                         you luck. Lady luck. I stayed... to 
                         tell you to your face... and then 
                         you wouldn't want me no more... and 
                         I could just go...

               Bernie stands shakily.

                                     BERNIE
                         We gotta get you to the hospital. 
                         We'll talk about this later.

                                     NATALIE
                         Just tell me one thing, Bernie. Tell 
                         me there's gonna be a later.

               Bernie doesn't answer her.

               INT. HOSPITAL - EMERGENCY ROOM WAITING AREA - NIGHT

               FADE IN on Bernie's hunched over figure, waiting on Natalie.

               He tugs at his car keys as he wrestles with his emotions.

               Natalie's betrayal has finally sunken in. The man's in pain.

               His natural instinct is to just take off. Run. Fuck Natalie. 
               Fuck Shelly. Fuck this whole goddamn town.

               Suddenly he looks up. A couple of people pass by in front of 
               him... and then there she is. Standing a few feet away, face 
               patched-up, arms clutching herself, not sure whether to 
               approach him or not.

               The sight of her just breaks Bernie's heart. He stands slowly, 
               legs like jelly -- and in that instant it's all so clear to 
               him. He walks over, forgiveness in his eyes, contrition in 
               hers.

               She tries to say something. He shakes his head.

                                     BERNIE
                         Ssshh.

               They embrace with an intensity that threatens to merge their 
               atoms into a single being.

               INT. BERNIE'S CAR - MOVING - NIGHT

               Bernie drives down a quiet Vegas street. It's spooky.

               Almost too quiet. All the lights are green as they cruise 
               into the night.

                                     NATALIE
                         Tell me again, Bernie. Tell me it's 
                         all gonna be okay.

                                     BERNIE
                         Everything's gonna be fine. This is 
                         our time. This is you and me and 
                         we're going for it.

               Natalie leans over and kisses him. As she does so, she catches 
               sight of her face in the mirror. Starts to tear up.

                                     BERNIE
                         You look in the mirror, you don't 
                         like what you see, don't believe it. 
                         You look in my eyes. That's the only 
                         mirror you gonna need. Look in my 
                         eyes, Natalie.

               She looks into Bernie's eyes. Sees the most beautiful girl 
               in the world. Tears roll down her cheeks.

                                     BERNIE
                         I love you. Marry me?

               Off Natalie's startled reaction...

                                                                    CUT TO:

               EXT. HOLY ROLLER WEDDING CHAPEL - NIGHT

               A NEON SIGN READS: "HOLY ROLLER WEDDING CHAPEL. OPEN 24 
               HOURS."

               BOOM DOWN as Bernie carries Natalie out of the chapel, their 
               lips fused together.

               INT. BERNIE'S CAR - MOVING - NIGHT

               Bernie and Natalie burn down the highway. The lights of the 
               big city just a glimmer in the rearview.

               Up ahead, a billboard reads: THE SHANGRI-LA HOTEL AND CASINO. 
               TAKE A GAMBLE ON PARADISE.

               TIGHT on Bernie. His expression turns grim. Natalie picks up 
               on it. She shakes her head. Silently pleading: Bernie, no.

               Bernie tries to shrug it off. But the spectre of Shelly sits 
               firmly on his shoulder. There's no escaping him. We see Bernie 
               fighting it. Losing. SHIT!

               In the next instant, Bernie pulls a quick U-turn across the 
               middle shoulder, starts back toward Vegas.

               EXT. CASINO PARKING LOT - NIGHT

               Bernie pulls into the parking lot. Kills his lights.

               INT. BERNIE'S BUICK - NIGHT

               Bernie reaches for the door. Natalie grabs his arm.

                                     NATALIE
                         You don't have to do this, Bernie.

                                     BERNIE
                         Yeah, I do. I have to tell him right 
                         to his face. I will not look over my 
                         shoulder for the rest of my life -- 
                         our lives.

                                     NATALIE
                         Bernie, your chart... that first 
                         night. I wasn't being straight with 
                         you. It's the worst chart I've ever 
                         seen. There's nothing in the cards 
                         for you. I'm scared...

                                     BERNIE
                         Don't you see, that was before you 
                         opened your heart to me. Everything's 
                         different now. I got lady luck on my 
                         side. Ain't nothing gonna happen to 
                         me.

               Natalie shakily opens her purse, pulls out a handful of 
               hundreds. Pushes the money at Bernie...

                                     NATALIE
                         It's three thousand dollars. Take 
                         it. Maybe Shelly'll accept it as a 
                         down payment. We can send him the 
                         rest in installments... after we get 
                         settled.

                                     BERNIE
                         I don't think --

                                     NATALIE
                         Take it.

               Bernie stuffs the cash in his jacket. Climbs out.

                                     BERNIE
                         Whatever happens, I --

                                     NATALIE
                              (abrupt)
                         I know, Bernie.

               She turns away. Stares out the window, tears streaming down 
               her cheeks.

                                     NATALIE
                              (sotto; gentle)
                         I know.

               INT. CASINO FLOOR - NIGHT

               Bernie makes for the Paradise Lounge. SPLIT SECOND FLASHBACK 
               as he imagines Shelly laying into Natalie. Fast cuts.

               Reverberating sound echoes. Just the fuel Bernie needs to 
               make his stand. By the time he arrives at

               INT. PARADISE LOUNGE - NIGHT

               He's practically foaming at the mouth with rage. He barges 
               in to find Shelly at a table in agitated conversation with 
               Nicky, Larry and Marty. They fall silent, realizing something 
               is wrong.

                                     SHELLY
                         Bernie, what's the matter? You look 
                         a little fucking spooked.

               Bernie throws something in Shelly's face. It's that bloody 
               rag Natalie was holding to her cheek. It lands on the table 
               in front of everyone.

               Shelly swats it away with disgust. Jumps to his feet. WHAM!

               Bernie slugs him one. As Shelly doubles over, Bernie gets in 
               his face.

                                     BERNIE
                         You lay another finger on her, I 
                         swear to God I'll kill you. You hear 
                         me? I'll fuckin' kill you!

               Shelly's goons quickly move in, grab Bernie. Drag him away.

               Shelly composes himself, turns to his guests.

                                     SHELLY
                         Will you excuse me for a moment?

               He rushes off. Nicky shoots Larry a resigned look.

               INT. SHELLY'S OFFICE - NIGHT

               Lou shoves Bernie inside. Bernie kisses floor. Shelly strides 
               past, leans against his desk. Bernie slowly drags himself to 
               his feet.

                                     BERNIE
                              (a hoarse whisper)
                         Why? Why, Shelly?

                                     SHELLY
                         Because you never give up a good 
                         thing, Bernie. You are a good thing. 
                         The best fuckin' cooler there ever 
                         was. And I need him back.

                                     BERNIE
                         He ain't never comin' back.

                                     SHELLY
                         That's a dead man talking.

                                     BERNIE
                         I'm through with this joint, Shelly. 
                         Natalie and me, we just got married. 
                         We're outta here. I'll get a job out 
                         there in the world. Send you half my 
                         paycheck every month. Make good on 
                         my obligations.

                                     SHELLY
                              (gets in Bernie's 
                              face)
                         You try to walk on me, Bernie, and 
                         I'll fuckin' bury you. The both of 
                         you.

                                     BERNIE
                         I don't think so.

               Shelly's expression: Oh yeah?

                                     BERNIE
                         You whack me, then Bernie Lootz ain't 
                         the world's biggest loser no more. 
                         That honor's gonna fall upon you, 
                         Shelly. And maybe you had it all 
                         along.

                                     SHELLY
                         What the fuck? Me? I'm the loser?

                                     BERNIE
                         What you got? What do you got in 
                         your life besides this joint?

                                     SHELLY
                         What the fuck more do I need?

                                     BERNIE
                         You got nothin', Shelly. This place -- 
                         your legacy -- it's a mirage. You 
                         turn your back and it don't even 
                         exist. There's no day, there's no 
                         night, it's all just one big fuckin' 
                         blur and it don't count for nothin'!

               Shelly looks to Tony and Lou:

                                     SHELLY
                         You believe this fuckin' guy?

               Bernie gets eye-to-eye with Shelly. A first.

                                     BERNIE
                         I feel real sorry for you. Yeah, you 
                         got this fear of germs thing. But it 
                         goes deeper than that. You can't get 
                         close to no one. On an emotional 
                         level. You're the worst kind of 
                         gambler there ever was: too scared 
                         to put his chips on the table. Too 
                         scared to open his heart... to extend 
                         any real kinda friendship. Always 
                         afraid it's gonna end out in the 
                         desert. Well, sweet fuckin' dreams, 
                         pal, 'cause I'm out and if that's 
                         where it ends, that's where it ends.

               Bernie turns his back on Shelly, strides over to the door.

                                     SHELLY
                         That's a real heartfelt speech, Lootz. 
                         All that Jimmy Stewart in ya face 
                         intensity. You almost sold me.
                              (massages his throat)
                         Man, I've got a fucking lump in my 
                         throat.
                              (a beat)
                         But it still don't change things. 
                         You bail on me without making good 
                         on my 150 G's and I'm gonna be forced 
                         to close the books on you. You and 
                         the broad. You leave me no choice.

               Bernie turns, looks at Shelly. Shelly's dead serious. They 
               hard stare each other for a beat. Bernie doesn't say anything. 
               At least, not out loud. His eyes do all the talking: "I guess 
               you leave me no choice either." HOLD on Bernie's steely 
               resolve.

               INT. ELEVATOR - NIGHT

               This could be the opening of the film -- Bernie standing 
               with his back to us, facing the gold elevator doors. Murky 
               reflection. The floor lights ascending fast...

               The doors open and the soundtrack goes SILENT. SLOW PUSH IN 
               on him as he takes in the action -- a gladiator about to 
               enter the Coliseum. Something comes alive in his eyes. A 
               spark of determination. This is not the expression of a loser. 
               CLOSE-UP as his foot steps onto the casino floor --

               An explosion of amplified CASINO WALLA shatters the previous 
               silence.

               INT. CASINO FLOOR - NIGHT

               We follow Bernie as he wanders through the casino like he's 
               done a thousand times -- but this time with conviction.

               INT. CASINO FLOOR - CRAPS TABLES - NIGHT

               Bernie steps up to an empty table, throws down the whole 
               three grand onto the felt.

                                     BERNIE
                         Change only...

               The CREW working the table stop down as they realize who it 
               is. The table is dead. Bernie couldn't be needed. The croupier 
               slowly gathers up the green, hands it to the boxman.

                                     CROUPIER
                         Check change three thousand.

               The boxman counts the cash.

                                     BOXMAN
                         This a pleasure cruise, Bernie?

                                     BERNIE
                         You could say that.

                                     BOXMAN
                         Well, it'll be a short one. Table's 
                         dead.

                                     CROUPIER
                         It is now, anyway.

               The others chuckle. The boxman counts out the chips; they're 
               given to Bernie. He places them all on the passline.

               The stickman pushes over the dice. Bernie picks a couple.

               He throws....

                                     STICKMAN
                         Yo Eleven! Pay the line.

               Bernie picks up his three thousand dollars in winnings. He 
               lets it ride. The table quickly fills up with hungry players.

               Bernie throws the dice again...

                                     STICKMAN
                         Winner seven!

               Bernie is now paid six thousand dollars on his pass line 
               bet.

               The other players also collect their winnings. They can feel 
               something in the air.

               Bernie, forehead beaded with sweat, rubs the felt a little 
               before he picks up the dice. He throws...

                                     STICKMAN
                         Six easy. Easy way six!

               Bernie takes double odds on his bet. The boxman isn't sure 
               what to do. Does he stop him? Does he dare?

               In the b.g., people gather to watch the action. Whatever it 
               is, it's catching. The table next to them bursts into 
               applause.

               INT. CASINO FLOOR — MONTAGE - NIGHT

               A -- Close on a slot machine as it pays out. The woman grabs 
               the payout feverishly.

               B -- A group at the blackjack table cheers as the dealer 
               busts out.

               C -- The line at the cashier cage gets longer and longer. 

               -- CHIPS. Stacks and stacks of chips, being meticulously 
               counted.

               D -- A quick shot of a roulette ball dropping into number 
               twenty-one. The dealer slowly puts the marker atop a large 
               stack of chips in the twenty-one square.

               INT. CASINO FLOOR - CRAPS TABLES - NIGHT

               A shot of the faces of frenzied dice players waiting for the 
               outcome of the throw. Followed by a thunderous release as 
               the point is made.

               In the center of it all. Bernie Lootz. His rail is nearly 
               full of chips. The other players pat him on the back and 
               shake his hand as the croupiers busily pay the line.

               He's a winner. And it's infectious. He's gone and 
               "contaminated" the entire casino. The slots are ringing out 
               of control. CHEERING. WHOOPING. MOANS of delight. This much 
               excitement threatens to take the fucking roof off.

               Bernie just gazes around in amazement. If only Natalie could 
               see him now...

                                     BERNIE
                              (sotto)
                         Natalie... this is you...

               Bernie takes a thousand dollars in chips, tosses it gently 
               to the croupier.

                                     BERNIE
                         For the boys.

               The entire crew stop for a moment out of respect. Bernie 
               notices. They all nod as the boxman locks up the tip money.

                                     STICKMAN
                         Okay, we're coming out. Get your YO 
                         bets, C&E, any seven...

               INT. SHELLY'S OFFICE - THAT MOMENT - NIGHT

               Shelly sits alone in his office, nursing a glass of Scotch, 
               listening to some scratchy Chet Baker on the turntable. He 
               looks pre-occupied. Almost melancholic. Bernie's assessment 
               of his life having hit home.

               Suddenly the door is thrown open. It's Tony...

                                     TONY
                         Shelly, take a look at number 4.

               INT. CASINO - CRAPS TABLES - MOMENTS LATER

               Shelly wanders up slowly to find Bernie at the center of the 
               crowd. He steps behind the table into the casino pit to get 
               a closer look.

                                     SHELLY
                              (to the boxman)
                         How much is he up?

               The boxman looks up nervously.

                                     BOXMAN
                         Around three hundred thousand.

               Shelly mouths the words under his breath.

                                     SHELLY
                         Why didn't one of you fucking geniuses 
                         call me?

                                     BOXMAN
                         We tried. You weren't picking up. 
                         Besides, it was Bernie.

               The game resumes.

                                     STICKMAN
                         Alright. We're coming out folks, 
                         hands high...

               Bernie stops.

                                     BERNIE
                         Wait!

               Everybody quiets down to listen.

                                     BERNIE
                         Color me up a hundred fifty thousand.
                              (beat)
                         And give it to him.

               Bernie points to Shelly standing in the pit. The crowd watches 
               the drama play out.

                                     BERNIE
                         That's what I owe you, Shelly. There 
                         it is. We're square.
                              (to the table)
                         Let it be known, Bernie Lootz lives 
                         up to his obligations.

               The boxman colors up a hundred fifty thousand in chips, lays 
               them out on the table. He counts it and claps his hands 
               together for the cameras.

                                     BOXMAN
                         One hundred fifty thousand, coming 
                         in.

               Shelly stands motionless. Staring into Bernie's eyes. The 
               whole crowd watches. After what seems like an eternity, Shelly 
               nods. Then the Boxman feeds the chips in with the others. A 
               moment later, we can nary tell they were ever gone.

               Larry appears next to Shelly. Nicky and Marty watching from 
               the sidelines -- dour expressions.

                                     LARRY
                         What's the matter with you? He's one 
                         of ours and he's taking us to the 
                         fucking cleaners.

                                     SHELLY
                         Lootz's off the clock. As long as 
                         he's off the clock, he's free to 
                         play. Just like every other schmuck 
                         in this joint.

                                     LARRY
                         It smells wrong. I'm shutting him 
                         down. He's not leaving here with a 
                         dime --

               Shelly suddenly jabs Larry in the throat with the tips of 
               his fingers. Larry gasps, starts to cave. Shelly keeps him 
               upright, escorts him to a nearby men's room. Nicky and Marty 
               looking on in amazement.

               INT. MEN'S ROOM - NIGHT

               The door flies open, Larry catapults into frame. OOF!

               Bounces off the wall. Shelly's right behind him. He drags 
               Larry to his feet. Slams him into the wall again -- gets 
               right up in his face.

                                     SHELLY
                         Now you listen real good, you Harvard 
                         turd. Lootz is on the up-and-up. He 
                         leaves here tonight with whatever he 
                         comes out with. You so much as touch 
                         a hair on his head and I'll fucking 
                         wallpaper this joint with your ass. 
                         Muted tones, right?
                              (slams him hard)
                         What's that? I don't hear nothing. 
                         Wait a minute -- yeah, now I hear 
                         it.

               Blended in at a subsonic level.

               Some kinda mantra: pain, pain, pain.

               Shelly headbutts Larry. It's like the sound of a walnut 
               cracking. Larry slumps to the floor. Shelly takes a deep 
               breath. Control, control, control. He heads over to the sink, 
               washes his hands -- over and over. Larry moaning in the b.g. 
               Shelly adjusts his tie in the mirror. Control.

               INT. CASINO FLOOR - CRAPS TABLES - NIGHT

               Shelly exits the men's room, makes his way back to the craps 
               table where Bernie is. Just in time to see Bernie lay twenty 
               five grand on the pass line. A waitress hands a drink off to 
               Bernie. He takes a healthy swig. Then picks up the dice.

               Throws.

                                     STICKMAN
                         Crap ace deuce! Line down!

               The crowd gasps in horror as Bernie's twenty five grand is 
               quickly raked in. He replaces it with another stack of chips.

               The dice are pushed over to him. He rubs the felt real gently 
               before throwing. Then lets loose the dice.

               All eyes follow the dice. They hit the felt and bounce around 
               behind a stack of chips. The stickman can't spot them.

                                     STICKMAN
                         Call it.

               A croupier makes the call as anxious players rubberneck to 
               get a look.

                                     CROUPIER
                         Twelve crap.

               The crowd groans again. It appears the streak is over.

               Bernie looks out over the felt. This is his moment of truth.

               He unloads his entire rail and puts it on the field.

               He yells out.

                                     BERNIE
                         Fifty thousand dollars!

               The crowd chimes in with every opinion under the sun.

                                     MAN (O.S.)
                         On the field? What're you fucking 
                         nuts?

                                     WOMAN (O.S.)
                         Don't do it!

                                     MAN 2 (O.S.)
                         Shake it, don't break it, baby!

               The dice are slowly pushed over to Bernie. The crowd is 
               feeling it. The entire casino is feeling it. Bernie lets out 
               a long soulful sigh. His whole life depends on the next throw 
               and everyone knows it.

               Bernie rubs the felt as usual and lines up the dice to show 
               a six and a six. He picks them up.

                                     BERNIE
                         Come on sixty-six!

               Locks eyes with Shelly -- then lets loose. The dice fly from 
               his hand. Slowly, ever so slowly we watch them sail across 
               the table. The entire table holds their breath in 
               anticipation...

                                                                    CUT TO:

               EXT. SHANGRI-LA HOTEL AND CASINO - MOMENTS LATER - NIGHT

               Bernie throws open the doors, stumbles out. His limp seems 
               more pronounced. He wears a miserable expression.

               At the car Bernie steps up. Opens the door, slides in behind 
               the wheel.

               INT. BERNIE'S CAR - NIGHT

               Natalie throws her arms around him...

                                     NATALIE
                         Thank God... I thought for sure...

               Bernie just looks at her. Pale, mournful features.

                                     NATALIE
                         It's okay, right? You guys worked it 
                         out. He took the three grand? Tell 
                         me it's okay, Bernie?

               He doesn't answer. Just starts up the car...

               INT. SHELLY'S OFFICE - NIGHT

               On the surveillance monitors: the epidemic continues -- 
               players winning at every table. The Shangri-la's been wiped 
               out. There's no way they can cover this amount of winning 
               action.

               PANNING ACROSS to Shelly. Defeated. The phone rings 
               incessantly in the b.g. Shelly ignores it.

               Lou pokes his head into the office:

                                     LOU
                         Want me to get that, Shelly?

               Shelly doesn't respond. He reaches into his desk drawer for 
               that bottle and a glass. Is about to pour himself a shot...

               Fuck it. Pushes the glass aside. Takes it straight from the 
               bottle. The phone keeps ringing...

               On the scale model of the newly proposed Shangri-la. Hold on 
               it.

               WHAM! A chair enters frame, shatters "paradise."

               WIDER: Shelly trashing the model with a vengeance. Kicking 
               the debris around the office.

               Drenched in sweat, Shelly staggers over to his desk. Swats 
               the empty gin bottle to the floor. Picks up his disinfectant 
               spray, gives his desk one last wipedown. Immaculate.

               Stands, walks out...

               INT. BERNIE'S CAR - MOVING - NIGHT

               We see the lights of the city receding in Bernie's rearview 
               mirror. Once outside of the city limits Bernie pulls the car 
               over.

                                     NATALIE
                         What are you stopping for?

               Bernie throws open his door...

                                     BERNIE
                         I think I'm gonna...

               Throw up. And he does. It's as if he's choking up the entire 
               city. Everything that's bad about it. Finally, he pulls 
               himself back into the car. Slams the door.

               Natalie touches his cheek, a reassuring look in her eyes.

               Suddenly, he's smiling. He opens his coat and a huge wad of 
               cash tumbles out. He throws it up into the air. Natalie almost 
               chokes with surprise.

                                     BERNIE
                         Bahamas, here we come, baby.

               She throws her arms around him...

               Suddenly an EXPLOSION OF LIGHT! A flashlight. In the hand of 
               a MOTORCYCLE COP. He raps on the window...

                                     COP
                         Step out of the car please.

                                     BERNIE
                              (lowers the window)
                         What's the problem, officer?

               The cop runs the flashlight over the bundles of cash littering 
               the car interior.

                                     COP
                         Just step out of the car, please. 
                         Both of you.

               Bernie and Natalie exchange unsettled looks. The cop lowers 
               his hand to his gun. Bernie nods at Natalie. They climb out. 
               He directs them off to the side. Shines his light in their 
               faces.

                                     BERNIE
                         If my driving... if I was going a 
                         little fast -- I was just over 
                         excited, officer. See, we just
                         had a big win at the Shangri-la --

                                     COP
                         You didn't win nothing.

               The cop pulls out his revolver, trains it on them.

               INTERCUT WITH:

               INT. SHANGRI-LA UNDERGROUND PARKING GARAGE - NIGHT

               Shelly opens the door to his Cadillac. Climbs behind the 
               wheel. His keys are already waiting in the ignition. Who's 
               gonna steal Shelly Kaplow's car, right?

               Shelly doesn't start her up. He just leans back in his seat, 
               emits a deep sigh. He glances up at the rearview mirror.

               Catches sight of a SILHOUETTE in the back.

               INTERCUT WITH:

               EXT. VEGAS HIGHWAY - NIGHT

               Bernie and Natalie staring into the barrel of the cop's 
               revolver. Natalie clutches Bernie's arm. Bernie nods. So 
               there you have it.

                                     NATALIE
                         Oh Jesus, Bernie, I knew it. It was 
                         too good to be true. Who were we 
                         kidding?

                                     COP
                         Get down on your knees. Both of you.

               They look at him in shock. He gestures them to the ground 
               behind Bernie's car. We CUT TO a shot from the highway: just 
               the cop standing at the tail-end of Bernie's car, Natalie 
               and Bernie hidden from view.

               ON BERNIE AND NATALIE

               down on their knees. Bernie places his arm around Natalie, 
               pulls her close to him. Paralyzed with terror, she still 
               manages a bittersweet smile.

               Bernie should be projecting fear, but there's nothing but 
               his overwhelming love for Natalie in his eyes. It's a two 
               way current.

               This is their last moment together; everything that needs to 
               be said is being transmitted through a look. A look that 
               says: no regrets.

               INTERCUT WITH:

               INT. SHELLY'S CADILLAC - NIGHT

               Nicky leans forward out of the shadows. Shelly holds his 
               gaze in the mirror. Nicky just shrugs.

                                     NICKY
                         The kid wants you should know, Shelly, 
                         he's just protecting our investment -- 
                         the old school way. See you around.

               Shelly nods. He knows the score... A flash of steel appears 
               against his head. Muzzle strobe -- THUP! So long, Shelly 
               Kaplow.

               EXT. VEGAS HIGHWAY - NIGHT

               The cop looms over Bernie and Natalie. Cocks his pistol.

               Lowers the gun to the back of Bernie's head.

               They appear oblivious to it. They're already in another place. 
               Sunning themselves in the Bahamas.

               The cop squeezes back the trigger.

               ON BERNIE AND NATALIE

               still looking at each other. Suddenly the piercing shriek of

               SCREECHING TIRES... followed by a reverberating, bone 
               crunching --

               WHAM! -- and a GUNSHOT.

               Bernie and Natalie still staring into each other's eyes, not 
               quite sure what's just transpired. Only that they're still 
               breathing. They look around, startled to see the tail lights 
               of a PICK-UP TRUCK about ten yards away. The cop, their would-
               be assassin, rendered road kill beneath the wheels.

               All this in the blink of an eye.

               Natalie clutches Bernie's arm. Suppresses a hysterical, shock-
               induced giggle. Bernie just looks dumbfounded. He staggers 
               to his feet, rushes over to the pick-up truck. The driver's 
               head is protruding through the shattered windshield.

               Death-glazed eyes.

               Bernie feels for the man's pulse just to be sure. Shakes his 
               head. We see a dozen Coors empties on the seat and floor of 
               the truck.

               Natalie checks the cop. Likewise. Bernie comes over. They 
               regard each other breathlessly.

                                     BERNIE
                         He was drunk. It was just freak 
                         luck...
                              (catches himself...)

                                     NATALIE
                         Don't give it a name, Bernie. It 
                         scares me. All I know is, you're 
                         still running hot and that's a good 
                         thing. But we're only winners if we 
                         keep going. No looking back.

                                     BERNIE
                         Lady luck, Natalie. I'm calling it. 
                         Lady luck. And we got it as long as 
                         we're together. They can't touch us 
                         now.

               He kisses her furiously. Then drags her over to his car.

               They climb in. Drive off.

               EXT. VEGAS HIGHWAY/INT. BERNIE'S BUICK - DAWN

               Bernie's Buick racing into the sunrise. Racing toward the 
               dream. Bernie, eyes fixed on the road ahead, with the 
               contented smile of a man who has gambled on love -- and won.

               His prize, resting her head against his shoulder.

               The money, well, that ain't half bad as well. A smoky, trumpet 
               driven Chet Baker-like piece accentuates the triumphant mood 
               on the soundtrack, as we SUPERIMPOSE...

               INT. PARADISE LOUNGE - NIGHT

               ...a little flash-forward into the future. Larry sits with a 
               group of CORPORATE TYPES.

                                     LARRY
                         Gentlemen...
                              (beat)
                         I thank you for your vote of 
                         confidence. As the Shangri-la's new 
                         Director of Casino Operations, I'm 
                         gonna make a personal guarantee to 
                         each and every one of you. Your 
                         investment in this casino will be 
                         well looked after. The future looks 
                         bright, gentlemen. Very, very bright.

               They raise their glasses to him. Congenial smiles, one and 
               all. Smiles that don't transcend to their eyes. Promises, 
               promises. We'll see... DISSOLVING BACK INTO...

               INT. BERNIE'S CAR - MOVING - DAWN

               STARTING TIGHT on BERNIE and NATALIE speeding away from Sin 
               City, PULLING OUT and RISING above them (helicopter shot) as 
               we SUPERIMPOSE stock footage of all the old school casinos 
               being demolished. As we leave Vegas in the past... a Shangri-
               la lost forever. Eulogized by Sinatra's LUCK BE A LADY.

               FADE OUT.

                                         THE END