Mission: Impossible




                        MISSION: IMPOSSIBLE




                       FINAL SHOOTING SCRIPT


                         16TH AUGUST 1995






     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS
     AND SOME "SCENE OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR
     THIS SOFT COPY.




     INT. KIEV APARTMENT - NIGHT

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

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

     ON THE SCREEN

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

                          KIEV

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

                          ANATOLY
                Kasimov, Kasimov, good that you called
                us.

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

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

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

     ANATOLY moves away from the WOMAN.

                          ANATOLY
                Kasimov.  Don't flounder.

     IN THE CLOSET

     JACK, impatient, checks his watch. 

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

     ON THE SCREEN 

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

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

     IN THE CLOSET 

     JACK reacts. 

     ON THE SCREEN

     ANATOLY bends close to KASIMOV. 

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

                          KASIMOV 
                They'll kill me. 

     ANATOLY paces up the room, away from KASIMOV. 

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

                          KASIMOV
                You're right, of course. 

     IN THE CLOSET 

     JACK leans forward. 

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

     ON THE SCREEN 

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

     IN THE CLOSET 

                          JACK 
                Come on! 

     ON THE SCREEN 

                          ANATOLY 
                Come on! 

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

                          ANATOLY 
                Dimitri Miediev...Dimitri Miediev... 

     IN THE CLOSET 

                          JACK 
                Got him. 

     ON THE SCREEN 

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

     IN THE CLOSET 

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

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

     INT. SHABBY ROOM - NIGHT

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

                          ANATOLY 
                Now, we drink. 

     He pours them out and hands one to KASIMOV. 

                          ANATOLY (CONT'D) 
                To friends. 

                          KASIMOV 
                Yes, Anatoly, yes. 

                          JACK 
                Cheers. 

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

     IN THE CLOSET 

     ANATOLY reaches up to his face --

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

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

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

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

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

                          CLAIRE 
                Did we get it? 

                          ETHAN 
                We got it.  On your feet. 

                          CLAIRE 
                I want to sleep.  Can I sleep here. 

                          ETHAN 
                Walk, just walk.  Start walking. 

                          CLAIRE 
                I'm walking. 

                          ETHAN 
                Talking's good, walking's better. 

                          CLAIRE 
                Sleeping's better. 

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

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

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

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

                          CLAIRE 
                Oh yeah? 

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

                          JACK 
                Claire. 

                          ETHAN 
                Jack. 

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

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

                          JACK 
                Just waiting for you, tubs. 

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

     We move in on it --

                                                            CUT TO: 

     INT. JET - DAY

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

     The pilot's voice makes an announcement. 

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

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

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

     A passenger takes one.  The ATTENDANT continues on. 

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

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

                          PHELPS 
                No, I prefer the theatre.  

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

                          FLIGHT ATTENDANT 
                Would you consider the cinema of the
                Ukraine? 

                          PHELPS 
                Perhaps you'd choose one for me. 

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

     AT THE FRONT OF THE CABIN.

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

     BACK AT PHELPS' SEAT

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

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

     He presses play.

     ON THE TAPE, 

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

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

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

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

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

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

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

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

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

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

     INT. JET - DAY

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

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

     PHELPS inhales deeply -- 

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

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

                                                            CUT TO: 

     EXT. PRAGUE SAFE HOUSE - DAY

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

                         PRAGUE 

     INT. SAFE HOUSE - PRAGUE - DAY 

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

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

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

                          SARAH 
                Of course I can hear you. 

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

                          SARAH 
                Loud and clear. 

                          JACK 
                What's going on? 

                          SARAH 
                I don't know. 

                          JACK 
                Why don't you take a look? 

                          SARAH 
                Jack...that's spying. 

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

                          SARAH 
                Jack you're so wicked. 

                          JACK 
                Too wicked to have a drink later? 

                          SARAH 
                I think I might just take that look. 

     ETHAN and JIM PHELPS are in a heated conversation. 

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

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

                          ETHAN 
                I thought I'd take some now. 

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

                          ETHAN 
                Oh?  What's the problem? 

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

                          ETHAN 
                Tell you what? 

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

                          ETHAN 
                What problem? 

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

                          ETHAN 
                I guess. 

                          PHELPS 
                Ethan, you can't burn out. 

                          ETHAN
                Why not? 

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

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

                          ETHAN 
                How was Chicago? 

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

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

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

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

     EXT. PRAGUE - DAY 

     ETHAN's POV of Embassy. 

     INT. SAFE HOUSE - DAY

     ETHAN nods. 

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

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

     ETHAN is distracted by it. 

     INSERT - TELEVISION

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

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

     BACK TO SCENE 

     ETHAN looks back at JIM. 

                          ETHAN 
                You're going to use Walter? 

                          PHELPS 
                He's our guy. 

                          ETHAN 
                Isn't he chairing the Armed Services hearing? 

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

                          ETHAN
                He won't be back in a hurry? 

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

                          ETHAN 
                Sure.  If the main character does. 

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

     JACK comes breezing in with a piece of bubble gum.

                          JACK 
                Sorry, am I interrupting?  

                          ETHAN
                Always. 

     JACK shows the gum to ETHAN.

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

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

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

     He offers the gum to ETHAN.

                          PHELPS 
                Are you gonna take it? 

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

                          ETHAN 
                     (relenting) 
                Give me the God damn gum. 

                          JACK 
                Just don't chew it. 

                          PHELPS 
                Thank you. 

                                                            CUT TO: 

     EXT. AMERICAN EMBASSY - NIGHT

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

     INT. AN ELEVATOR SHAFT - NIGHT

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

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

     INT. SAFE HOUSE - NIGHT

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

     PHELPS wearing an IMF headset and speaks into the mouthpiece. 

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

     INT. EMBASSY - NIGHT

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

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

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

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

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

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

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

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

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

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

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

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

     UNDER AN ARCHWAY NEAR THE ENTRANCE, 

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

     INT. SAFE HOUSE - NIGHT

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

                          PHELPS 
                Sarah, mark the package and go to two. 

     INT. EMBASSY PARTY - NIGHT

     SARAH still has the SENATOR's attention. 

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

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

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

                          DIPLOMAT 
                Uh, sir? 

     INT. ELEVATOR SHAFT - NIGHT                               

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

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

                          JACK 
                Great.  Come on. 

     INT. EMBASSY PARTY - NIGHT 

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

     INT. SAFE HOUSE - NIGHT     

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

                          PHELPS 
                Hannah.  He's marked.  Lets go. 

     INT. EMBASSY PARTY - NIGHT

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

                          HANNAH 
                En route. 

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

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

     HANNAH’S VISCO POV 

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

     INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

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

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

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

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

                          GUARD 
                Excuse me, can I help you? 

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

     SARAH flashes an ID at the GUARD and keeps talking. 

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

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

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

     She tries the thumb again, Still no soap. 

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

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

                          GUARD 
                Excuse me, let me see that ID again! 

     INT. ELEVATOR SHAFT - NIGHT

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

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

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

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

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

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

     THE LAPTOP

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

     INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

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

                          IDENTITY CONFIRMED 

     -- and the elevator doors slide open briskly.  

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

                          GUARD 
                Oh. Sorry, sir. 

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

     INT. ELEVATOR SHAFT - NIGHT

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

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

     INT. SAFE HOUSE - NIGHT

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

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

     INT. EMBASSY PARTY - NIGHT

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

                          HANNAH 
                He's heading to the denied area. 

     INT. EMBASSY WORK ROOM - NIGHT

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

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

                          ETHAN 
                     (to Sarah) 
                Higher.  Higher.  

                          SARAH 
                Higher. 

                          ETHAN 
                Right, right.  Good. 

     SARAH adjusts the glasses. 

     THROUGH THE GLASSES, 

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

     INT. SAFE HOUSE - NIGHT

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

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

     INT. EMBASSY WORK ROOM - NIGHT

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

                          ETHAN 
                Jack we're in position. 

     INT. ELEVATOR SHAFT/WORK ROOM - NIGHT

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

                          ETHAN 
                Jack.  Jack. 

                          JACK 
                I didn't touch it. 

     The elevator stops, the doors open -- 

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

     INT. SAFE HOUSE - NIGHT

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

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

     INT. EMBASSY WORK ROOM - NIGHT

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

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

                          SARAH 
                What about my coat?  I'll freeze. 

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

     INT. SAFE HOUSE - NIGHT 

     PHELPS whips over to a laptop and starts typing. 

                          PHELPS 
                Opening the doors.  Go under. 

     He jabs ENTER on his keyboard. 

     INT. EMBASSY WORK ROOM - NIGHT

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

     INT. ELEVATOR SHAFT - NIGHT

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

     INT. EMBASSY WORK ROOM - NIGHT

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

     INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

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

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

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

                          SARAH 
                Such a nice ass. 

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

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

                          CLAIRE (O.S.) 
                Roger that. 

     INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

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

     EXT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

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

     EXT. EMBASSY - NIGHT

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

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

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

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

     ETHAN’S voice comes over HANNAH’S earpiece.

                          HANNAH
                En route.

     HANNAH breaks off and goes up the stairs.

     INT. ELEVATOR - NIGHT

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

     INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

     The car engages with a sharp jolt --

                          JACK
                Hey.

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

     INT. SAFE HOUSE - NIGHT

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

                          PHELPS
                Jack, what are you doing?!

     INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

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

     INT. SAFE HOUSE - NIGHT

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

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

     INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

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

                          JACK
                Uh -- then I have a problem.

     INT. EMBASSY WORK ROOM - NIGHT

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

     INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

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

     EXT. EMBASSY - NIGHT

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

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

     INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

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

     He swears, his fingers fumble, he works faster and faster.
     He looks up.  The roof of the building is nearly upon him.
        
                          ETHAN (O.S.)
                Come on, Jack, come on.

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

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

     EXT. EMBASSY - NIGHT

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

                          ETHAN
                Jack.  Jack.

     He closes his eyes, knowing what that means.

     INT. SAFE HOUSE - NIGHT

     PHELPS also sees the static.

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

     He gets up and races out of the apartment.

     INT. EMBASSY WORK ROOM - NIGHT

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

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

     EXT. PRAGUE SAFE HOUSE - NIGHT

     PHELPS hurries towards the bridge.

                          PHELPS
                En route.

     EXT. CHARLES BRIDGE - NIGHT

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

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

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

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

     EXT. EMBASSY - NIGHT

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

                          SARAH
                The package is in the open.

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

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

                          ETHAN
                Can you lose him?

                          PHELPS (O.S.)
                No.  Abort.

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

                          SARAH
                Ethan.  He’s out of pocket.                

                          ETHAN
                     (to Phelps) 
                Jim we can’t.

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

                          ETHAN
                Negative, Golitsyn’s on the move.

     INT. GETAWAY CAR - NIGHT

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

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

     EXT. EMBASSY - NIGHT

     Outside the Embassy, SARAH and ETHAN argue.

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

                          SARAH
                Jim gave an abort, we should walk
                away.

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

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

     EXT. PARKING AREA - NIGHT

     HANNAH hurries toward the getaway vehicle.

     EXT. RESIDENTIAL STREET - NIGHT

     ETHAN moves to the bridge stairs.

                          PHELPS (O.S.)
                Where are you?

                          ETHAN
                About two hundred yards from the bridge.

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

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

     EXT. EMBANKMENT - NIGHT

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

     EXT. STAIRS TO BRIDGE - NIGHT

     ETHAN checks his monitor again.

     THE MONITOR

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

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

     His head rocks again, then goes over the side of the bridge
     and makes the long, hard fall into the river below.
        
     EXT. STAIRS TO BRIDGE - NIGHT

     ETHAN’s face goes white with shock.

                          ETHAN
                JIM!

     EXT. CHARLES BRIDGE - NIGHT

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

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

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

     EXT. PARKING AREA - NIGHT

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

     --the car explodes and bursts into flames.

     The force of the blast knocks ETHAN back.

                          ETHAN
                CLAIRE!

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

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

     EXT. EMBANKMENT - NIGHT

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

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

     EXT. STAIRS FROM BRIDGE - NIGHT

     ETHAN continues towards the embankment.

     EXT. EMBANKMENT - NIGHT

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

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

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

     ANGLE

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

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

     BEHIND ETHAN

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

     AT THE BODIES

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

     ETHAN hear police sirens and sees...

     ANGLE

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

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

     EXT. STREET -- PHONE BOOTH - NIGHT

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

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

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

                          FLAT VOICE (O.S.)
                Satcom seven.

                          ETHAN
                Central Europe.  Unsecured.

                          FLAT VOICE (O.S.)
                Designator?

                          ETHAN
                Bravo Echo one one.

                          FLAT VOICE (O.S.)
                Switching.

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

                          KITTRIDGE (O.S.)
                This is Kittridge.

                          ETHAN
                Go secure.

     Pause.  A funny series of CLICKS comes over the line.      
        
                          KITTRIDGE (O.S.)
                Go ahead.

                          ETHAN
                They’re dead.

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

                          ETHAN
                My team.  Claire, Jack, even Jim -
                - Hannah, maybe, I -- don’t know
        
                          KITTRIDGE (O.S.)
                Are you damaged?

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

                          KITTRIDGE (O.S.)
                Are you intact?

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

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

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

                          ETHAN
                I don’t think so.

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

                          ETHAN
                Yes.

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

                          ETHAN
                You’re in Prague?

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

                          ETHAN
                No sir.

                          KITTRIDGE (O.S.)
                One hour.

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

     EXT. STREET - NIGHT

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

     EXT. OLD TOWN SQUARE - NIGHT

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

     ETHAN’S POV

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

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

     INT. RESTAURANT - NIGHT

     ETHAN'S POV 

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

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

                          ETHAN 
                Yeah. 

     He spots a stack of documents on the table.

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

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

                          ETHAN 
                Yeah.  I follow you. 

                          KITTRIDGE 
                We've lost enough agents for one night. 

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

     KITTRIDGE seems to be at the point of saying one thing, then, 
     carefully: 
        
                          KITTRIDGE 
                You seem hell bent on blaming yourself, 
                Ethan. 

                          ETHAN 
                Who else is left? 

                          KITTRIDGE 
                Yes.  I see your point. 

                          ETHAN 
                Why was there another team? 

                          KITTRIDGE 
                What? 

                          ETHAN 
                Of IMF agents.  At the Embassy.  Tonight. 

                          KITTRIDGE 
                I don't quite follow you. 

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

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

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

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

                          ETHAN 
                The arms dealer. 

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

                          ETHAN 
                But the list Golitsyn stole was a decoy. 

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

                          ETHAN 
                This whole operation was a molehunt. 

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

     ETHAN stares at him levelly. 

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

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

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

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

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

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

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

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

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

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

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

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

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

     At the same time, ETHAN bolts for the door. 

     EXT. OLD TOWN SQUARE - NIGHT

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

     EXT. SAFE HOUSE - ENTRYWAY - NIGHT

     Silence.  ETHAN enters the darkened entry. 

     INT. SAFE HOUSE STAIRWELL - NIGHT

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

     INT. SAFE HOUSE STAIRWELL - MOMENTS LATER - NIGHT

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

     INT. SAFE HOUSE - DOORWAY - NIGHT

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

     INT. SAFE HOUSE - NIGHT 

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

     INT. SAFE HOUSE BATHROOM - NIGHT

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

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

     INT. SAFE HOUSE KITCHEN - NIGHT

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

     INT. SAFE HOUSE - NIGHT

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

     THE LAPTOP 

     JACK had been using lies closed at his abandoned desk.  ETHAN 
     wakes it up. 
        
     The computer emits a DIAL TONE, then STATIC as it hits its 
     connection.  It prompts ETHAN along: 

                SELECT USENET GROUP

     ETHAN TYPES IN 

                job 314

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

     The computer replies: 

                SEARCHING STRING NOT FOUND

     ETHAN tries again: 

                max.com

     The answer: 

                SEARCH STRING NOT FOUND

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

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

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

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

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

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

                BIBLE

     The computer replies: 

                126 ENTRIES FOUND, SPECIFY GROUP

     ETHAN: 

                BOOK OF JOB

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

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

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

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

     ANGLE

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

                          PHELPS
                Ethan, what are you doing? 

     ETHAN tries to speak but nothing will come out. 

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

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

     ANGLE

     It's CLAIRE. 

                          ETHAN 
                What are you doing here?! 

     CLAIRE freezes, her hands half-raised. 

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

                          ETHAN 
                Don't move. 

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

                          ETHAN 
                You were in the car! 

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

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

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

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

                          CLAIRE 
                What happened to Jim? 

                          ETHAN 
                There was nobody on the bridge. 

                          CLAIRE 
                What happened to Jim? 

     Ethan grabs her wrists, shouting. 

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

     ETHAN releases her wrists. 

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

                          ETHAN
                Take off your coat. 

                          CLAIRE 
                What? 

                          ETHAN 
                Take off your God damn coat! 

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

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

                          ETHAN (CONT'D) 
                Where were you? 

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

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

                          CLAIRE 
                     (slowly) 
                Who is "they?" 

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

                          CLAIRE 
                Who is they, who is they? 

        ETHAN grabs her by the wrists. 

                          ETHAN 
                Who sent you?!  Who sent you? 

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

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

     INT. SAFE HOUSE - LATER THE SAME NIGHT

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

                          CLAIRE 
                Why haven't they brought us in yet? 

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

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

                          CLAIRE 
                What are you going to do? 

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

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

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

     THE COMPUTER SCREEN

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

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

     ?        BUY A PACKET OF DUNHILL 

     ?        AND ASK THE MAN SITTING ON THE BUS 

     ?        STOP BENCH FOR A MATCH

     CLAIRE looks to ETHAN. 

                          CLAIRE 
                The message is for Job. 

                          ETHAN
                I'm going to answer it. 

     EXT. STREET BY BANK/FLORENC BUS STOP - DAY

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

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

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

     INT. CAR - DAY

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

                          MATTHIAS
                Would you remove your hat please? 

                          ETHAN 
                Why? 

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

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

     INT. MAX'S APARTMENT - DAY

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

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

                          ETHAN
                I thought I was going to see Max. 

                          MATTHIAS 
                You misunderstood.  No one sees Max. 

                          ETHAN 
                Then what am I doing here? 

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

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

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

                          ETHAN 
                I'm willing to take the chance. 

                          MATTHIAS 
                Very well. 

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

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

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

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

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

                          ETHAN 
                That depends. 

                          MAX
                On what? 

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

                          MAX
                It's quite out of the question. 

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

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

                          ETHAN 
                Like Job? 

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

                          ETHAN
                I'm NOC.  Was.  Now disavowed. 

                          MAX 
                Why, may I ask? 

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

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

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

                          MAX 
                Why should I? 

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

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

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

                          MAX 
                     (Pause.) 
                Mm - Hmmm... 

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

                          MAX 
                Very good. 

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

     ANGLE

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

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

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

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

                          MATTHIAS 
                Thirty-two and change. 

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

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

                          MATTHIAS 
                Forty-four.  Forty-five. 

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

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

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

     EXT. MAX'S APARTMENT - BALCONY - DAY

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

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

     INT. MAX'S APARTMENT - DAY 

     Back inside: 

                          MATTHIAS
                Fifty-seven. Fifty-nine. 

     EXT. MAX'S APARTMENT

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

     INT. MAX'S BUILDING - LOBBY - DAY

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

     INT. MAX'S BUILDING HALLWAY - DAY

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

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

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

     INT. APARTMENT - DAY

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

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

     EXT. POWDER TOWER - TOP SHOT - DAY

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

     EXT. MAX'S APARTMENT BALCONY - DAY

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

                          KITTRIDGE 
                GOD D- 

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

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

                          ETHAN 
                Thanks, Max.  Or is it Maxine? 

     INT. CAR - MOVING - DAY 

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

                          ETHAN 
                What was your deal with Job? 

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

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

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

                          ETHAN
                How will you make sure Job will be there? 

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

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

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

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

                          ETHAN 
                I wouldn't dream of it. 

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

                                                            CUT TO:

     INT. MAX'S APARTMENT - DAY

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

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

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

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

                          BARNES 
                So what do you suggest? 

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

                                                            CUT TO:

     INT. SAFE HOUSE - DAY

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

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

                          CLAIRE 
                Max made a deal with you? 

                          ETHAN
                I deliver the NOC list, Max delivers Job. 

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

                          ETHAN 
                You're sure about this? 

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

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

                          CLAIRE 
                What kind of help? 

     INT. SAFE HOUSE - MOMENTS LATER - DAY

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

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

     On the computer, the screen says: 

                I.M.F. PERSONNEL DATABASE 
                ENTER PASSWORD NOW

     ETHAN types a password and the screen asks him for the 

                CATEGORY?

     He types in a single word. 

                DISAVOWED

                                                            DISSOLVE TO:

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

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

                          KRIEGER 
                Bank? 

                          ETHAN 
                IMF mainframe. 

                          KRIEGER 
                     (after a moment) 
                Where exactly is it? 

                          ETHAN 
                In Langley. 

                          LUTHER 
                In Langley?  The one in Virginia, Langley? 

                          KRIEGER 
                Inside CIA headquarters at Langley. 

     ETHAN nods.  KRIEGER turns to CLAIRE. 

                          KRIEGER (CONT'D) 
                Is he serious? 

                          CLAIRE 
                Always. 

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

                          LUTHER 
                What are we downloading? 

                          ETHAN 
                Information. 

                          LUTHER 
                What kind? 

                          ETHAN 
                Profitable. 

                          CLAIRE 
                Payment on delivery. 

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

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

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

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

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

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

                          KRIEGER 
                May take a little time. 

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

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

     ETHAN looks at KRIEGER. 

                          KRIEGER 
                Twenty-four hours. 

     ETHAN looks back at LUTHER.  LUTHER thinks. 

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

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

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

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

     INT. CIA CORRIDOR/GUARD STATION - DAY

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

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

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

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

     INT. CIA COMPUTER ANTEROOM - DAY

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

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

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

     INT. CIA COMPUTER ROOM - DAY

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

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

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

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

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

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

     INT. TRAIN STATEROOM - NIGHT

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

                          LUTHER 
                And you really think we can do this. 

     INT. TRAIN CORRIDOR - NIGHT 

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

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

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

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

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

     INT. TRAIN - CORRIDOR - NIGHT

     ETHAN knocks on the compartment door. 

                          ETHAN 
                May I come in? 

                          CLAIRE 
                     (wary but interested) 
                Sure... 

     INT. TRAIN - CLAIRE’S COMPARTMENT - NIGHT                              

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

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

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

                          ETHAN 
                I didn't say that. 

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

                          ETHAN
                I just need you to be safe. 

                          CLAIRE
                What about you? 

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

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

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

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

                          ETHAN 
                Sorry. 

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

                                                            CUT TO:

     EXT. CIA LANGLEY - DAY 

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

                          LANGLEY

     INT. COMMUNICATIONS ROOM - DAY 

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

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

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

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

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

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

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

                          AGENT PAT/AGENT 
                          LOWDEN 
                Survival. 

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

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

     An AGENT is just coming in from the hallway. 

                          AGENT 
                Fire alarm, Gene. 

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

                          BARNES
                That's S.O.P.. 

                          KITTRIDGE 
                S.O.P.. 

                                                            CUT TO:

     EXT. VIRGINIA TWO LANE HIGHWAY - DAY

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

     INT. CIA LANGLEY LOBBY - DAY                               

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

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

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

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

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

     The GUARD checks a screen in front of him. 

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

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

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

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

                          ETHAN 
                I gotta go in there and shut it down! 

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

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

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

     EXT. CIA LANGLEY - PARKING AREA - DAY                            

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

     INT. FIRE TRUCK - DAY

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

     One laptop serves as a Visco monitor, showing a video image 
     in which LUTHER watches ETHAN'S point of view of the stubborn 
     GUARD, who's finishing his sentence. 
        
                          GUARD 
                     (on screen) 
                --and it did not go off in twenty-one! 

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

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

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

     INT. CIA LANGLEY - LOBBY - DAY                               

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

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

                          ETHAN
                Let's move! 

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

     INT. CIA STORAGE ROOM - DAY 

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

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

     INT. CIA CAFETERIA - DAY 

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

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

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

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

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

     She reaches out and flicks something off his shoulder blade. 

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

     INT. FIRE TRUCK - DAY

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

                          LUTHER 
                Hi there. 

     INT. CIA CORRIDOR/GUARD STATION - DAY                               

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

                          GUARD 
                Air conditioning's through here! 

     They turn a corner, walking directly past -- 

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

     INT. CIA LANGLEY - CORRIDORS - DAY                            
        
     COFFEE MAN comes out of the cafeteria, walks down the 
     corridor. he goes to the restricted access door, taps the 
     control panel. 

                          CIA ANALYST
                William Donloe. 

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

     INT. CIA - SERVICE AREA - DAY 

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

     The GUARD returns. 

                          GUARD 
                Where's the other guy? 

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

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

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

                          ETHAN 
                Zero body count. 

                          KRIEGER 
                     (a threat) 
                We'll see.  

                          ETHAN
                Time up. 

     ETHAN releases him and walks away. 

     INT. VERTICAL DUCT - DAY 

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

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

     INT. DUCT - DAY 

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

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

     INT. DUCT - DAY                                             

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

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

     INT. DUCT - DAY                                              

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

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

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

     INT. CIA - COMPUTER ROOM - DAY                             

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

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

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

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

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

     INT. CIA COMPUTER ROOM - DAY

     The TECHNICIAN defaults the security systems outside the 
     terminal room. 

     INT. CIA - COMPUTER ROOM - DAY

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

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

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

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

     INT. CIA - COMPUTER ROOM - DAY                                  

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

     INT. CIA COMPUTER ROOM - DAY                                    

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

     INT. CIA COMPUTER ROOM - DAY                                      

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

                          TECHNICIAN 
                Oh, God. 

     -- he vomits.  

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

     INT. CIA - COMPUTER ANTEROOM - DAY                             

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

                INTRUSION COUNTERMEASURES ON

     INT. CIA COMPUTER ROOM - DAY                                   

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

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

     INT. DUCT - DAY 

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

     INT. CIA - COMPUTER ROOM - DAY                               

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

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

     INT. DUCT - DAY                                      

     KRIEGER sees the predicament. 

     INT. CIA - COMPUTER ROOM - DAY                               

     ETHAN gestures to him, pointing to the floor.  Slowly, 
     KRIEGER drops him another few feet.  Now ETHAN's lower than 
     the terminal and still three feet away from it. 
        
     He closes his eyes, summoning his strength and does another 
     situp, bringing himself up right in front of the terminal. 

     INT. FIRE TRUCK - DAY                                 

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

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

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

     INT. CIA - COMPUTER ROOM - DAY                               

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

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

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

     But no alarms go off. 

     INT. FIRE TRUCK - DAY                                          

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

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

     INT. CIA - COMPUTER ROOM - DAY

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

                DOWNLOADING

     INT. FIRE TRUCK - DAY                                           

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

                          LUTHER 
                Holy mother of God. 

     INT. DUCT - DAY                                                

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

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

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

     INT. FIRE TRUCK - DAY                                          

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

                          LUTHER 
                You've done it.  Eject it. 

     INT. CIA - COMPUTER ROOM - DAY                             

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

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

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

     His eyes widen as he realizes something -- 

     --the drop of sweat falls -- 

     --and he catches it with his right hand. 

     INT. CIA - MEN'S - DAY                                    

     CIA ANALYST crosses corridor from restricted access door to 
     bathroom. 

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

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

     INT. FIRE TRUCK - DAY                                       

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

                          LUTHER 
                He's rolling.  Get moving! 

     INT. CIA - COMPUTER ROOM - DAY                             

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

     ETHAN gestures -- "WHAT?!" 

     INT. FIRE TRUCK - DAY                                     

     The cursor is halfway across the screen. 

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

     INT. CIA - COMPUTER ROOM - DAY                                

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

     INT. CIA CORRIDOR/GUARD STATION - DAY                             

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

     INT. FIRE TRUCK - DAY                                          

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

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

     INT. CIA - COMPUTER ROOM - DAY                               

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

     INT. CORRIDOR/GUARD STATION - DAY                                

     The TECHNICIAN passes through the optometric scanner. 

     INT. FIRE TRUCK - DAY                                         

                          LUTHER 
                You're not moving!

     INT. CIA - COMPUTER ROOM - DAY                                

     ETHAN is hoisted up. 

     INT. FIRE TRUCK - DAY                                          

                          LUTHER 
                Phew! (to himself) NOC list. 

     INT. CIA - COMPUTER ROOM - DAY                                

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

                          KRIEGER 
                Merci. 

                          ETHAN 
                We're not outta here yet. 

     INT. CIA - COMPUTER ANTEROOM - DAY 

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

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

                                                            CUT TO:

     INT. DUCT - DAY                                           

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

     INT. CIA LANGLEY - LOBBY - DAY                              

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

     INT. CIA - COMPUTER ROOM - DAY                               

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

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

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

     INT. CIA - COMMUNICATIONS ROOM - DAY                           

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

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

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

                          KITTRIDGE 
                Okay! 

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

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

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

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

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

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

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

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

                          AGENT 
                It's for you. 

                          KITTRIDGE 
                Kittridge, yup? 

                                                            CUT TO:

     EXT. VIRGINIA ROAD - DAY                                   

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

     INT. FIRE TRUCK - MOVING - DAY                                

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

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

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

     ETHAN just looks straight ahead and to CLAIRE. 

                                                            CUT TO:

     INT. COMMUNICATIONS ROOM - DAY                           

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

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

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

                          BARNES 
                What about him...? 

     He gestures to the TECHNICIAN, who watches them anxiously. 

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

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

                                                            CUT TO:

     EXT. LONDON - NIGHT                                       

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

                          LONDON 

     INT. LONDON SAFE HOUSE - NIGHT                            

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

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

     CLAIRE is at the window staring out, anxious. 

     KRIEGER glances over the back of the sofa at ETHAN. 

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

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

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

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

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

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

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

                          ETHAN 
                My contact is extremely shy. 

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

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

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

                          CLAIRE 
                Krieger. 

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

                          ETHAN 
                Don't you mean this? 

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

     KRIEGER stares for a second. 

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

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

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

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

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

                          ETHAN (CONT'D) 
                But not too far! 

     He palms the disk in his right hand. 

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

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

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

     ETHAN shows his hands -- now both are empty. 

                          KRIEGER 
                     (fuming) 
                Where is it? 

     ETHAN pats his pockets, pretending to be frantic. 

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

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

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

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

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

                          ETHAN 
                We did what we had to do. 

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

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

     ANGLE                                                      

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

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

                          LUTHER 
                Krieger did have the NOC list. 

                          ETHAN 
                Now I want you to hold onto it. 

                          LUTHER 
                What makes you trust me? 

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

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

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

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

                          ETHAN 
                I'll get you close. 

     Claire opens the door. 

                          CLAIRE 
                Ethan I need to talk to you. 

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

     INSERT - SCREEN 

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

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

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

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

     BACK TO SCENE 

     ETHAN looks.  CLAIRE behind him. 

     INSERT - SCREEN 

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

                          REPORTER 
                Here they are now. 

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

     BACK TO SCENE

     INSERT - SCREEN                                                 

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

     BACK TO SCENE                                                   

     ETHAN 

     INSERT - SCREEN                                                   

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

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

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

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

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

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

     BACK TO SCENE                                               

                          ETHAN 
                Kittridge... 

                          CLAIRE 
                Bastard! 

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

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

     CAMERA SWING PANS between them. 

                          CLAIRE 
                What are you going to do? 

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

     EXT. LONDON SAFE HOUSE - RAIN - NIGHT                           

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

     INT. LONDON TERMINUS RAILWAY STATION - NIGHT                        

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

                                                            CUT TO:

     INT. CIA - COMMUNICATIONS ROOM - NIGHT                             

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

                          KITTRIDGE 
                     (picking up) 
                Kittridge. 

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

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

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

     KITTRIDGE nods. 

     EXT. PHONE BOX - LONDON - NIGHT                             

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

     INT. CIA - COMMUNICATIONS ROOM - NIGHT                           

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

                          TECHNICIAN 
                He's in England. 

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

                          KITTRIDGE 
                     (covering receiver) 
                Get MI5. 

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

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

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

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

     INT. PHONE BOX - LONDON - NIGHT                             

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

     INT. CIA - COMMUNICATIONS ROOM - NIGHT                            

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

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

                          BARNES 
                Lost him.  We needed three more seconds. 

     Surprisingly KITTRIDGE is not as upset as he is puzzled. 

                          KITTRIDGE 
                He wanted us to know he was in London. 

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

                                                            CUT TO:

     EXT. PHONE BOX - LONDON - NIGHT                           

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

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

     The man is JIM PHELPS. 

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

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

     INT - RAILWAY STATION CAFE (DAY) 

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

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

                          ETHAN
                - and picked us up in the States -

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

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

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

                          ETHAN 
                You knew I liked the rentals at Liverpool 
                Street. 

                          PHELPS 
                Hey, I showed 'em to you! 

                          ETHAN 
                I remember.. 

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

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

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

     PHELPS grips the sides of the table. 

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

                          PHELPS 
                Yeah. 

                          ETHAN 
                How did Kittridge do it?.. 

     EXT. CHARLES BRIDGE - FLASHBACK - NIGHT                           

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

                          ETHAN VO 
                - first he took care of Jack in the 
                elevator - 
        
     At the Embassy PHELPS sends the elevator to the top of the 
     building, watching it go and crush Kiefer. 

                          ETHAN VO 
                - he shot you on the bridge - 

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

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

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

                          ETHAN VO 
                How did he do Hannah? 

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

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

     PHELPS presses the remote detonator and the car blows.. 

     OVER SHOULDER - PHELPS (INT. RAILWAY CAFE)

     ETHAN looking intently at him.

                          ETHAN
                Why, Jim?  Why?

     Awkward moment.

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

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

                          PHELPS
                What’s going to make him do that?

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

                          PHELPS
                Jesus, Ethan.  Good for you.

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

                          PHELPS
                Tight security.  No guns.  Real plus.

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

     PHELPS looks away.  Seems badly shaken.

                          ETHAN
                Jim...?

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

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

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

                          ETHAN
                You’re probably right.

                          PHELPS
                I usually am.

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

                          PHELPS
                You got it.

                          ETHAN
                And get a doctor.

                          PHELPS
                Good luck.

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

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

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

                          CLAIRE
                What happened?

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

                          CLAIRE
                Okay...

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

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

     She draws him down by his hand to kiss her.

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

                                                            CUT TO:

     EXT. PRIVATE HELIPAD - DAY

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

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

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

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

                      TGV.  LONDON TERMINUS
                              Noon.

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

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

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

     He steps up his pace, headed for the car.

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

                          AGENT
                Twenty, twenty-five minutes.

                          KITTRIDGE
                You’ve got ten.  Move!

     INT. WATERLOO STATION PLATFORM - DAY

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

     The rear power car gets its jolt.

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

     INT. BUSINESS CAR - MOVING - DAY

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

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

                          MAX
                How long until we reach the Chunnel?

                          MATTHIAS
                Twenty minutes.

     INT. REAR CAR - MOVING - DAY

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

     INT. BUSINESS CAR - MOVING - DAY

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

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

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

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

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

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

     As the two sides match up, a legend flashes:

                IDENTITY MATCH

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

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

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

                          ETHAN (O.S.)
                What about Job?

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

     INT. BUSINESS CAR - MOVING (ANOTHER ANGLE)

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

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

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

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

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

     -- and CLAIRE gets up to follow.

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

                          BARNES
                Only four more cars.

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

                          BARNES
                What’s Hunt doing on the TGV?

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

                          BARNES
                But why tell us?

                          KITTRIDGE
                He’s putting on a show, Barnes.

                          BARNES
                What kind of show.

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

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

                          CLAIRE
                Ethan...Kittridge is on the train.

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

                          CLAIRE
                Two cars.  Where are you?

                          ETHAN
                You are my eyes.  Stay with him.

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

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

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

                LIST COMPLETE

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

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

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

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

                MODEM DENIED

                          MAX
                What’s the problem.

                          MATTHIAS
                Connection denied.

                          MAX
                Try it again.

                          MATTHIAS
                It’s not working.

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

                          MATTHIAS
                I always check the batteries.

                          MAX
                Run it through from the top.

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

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

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

     KITTRIDGE and BARNES looking - stop in doorway.

                          BARNES
                Nothing but civilians, Gene.

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

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

                          KITTRIDGE
                Good idea.

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

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

                          WAITER
                Excuse me, Sir, your telephone...

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

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

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

                TRANSFER IN PROGRESS

                          MATTHIAS
                It’s working.

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

     INT. BUSINESS CAR - MOVING - DAY

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

     INT. ANOTHER CAR - MOVING - DAY

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

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

     She walks on.

     INT. BUSINESS CAR - MOVING - DAY

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

                          KITTRIDGE
                Get this door open.

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

     INT. LAST EXECUTIVE CAR - MOVING - DAY

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

                          KITTRIDGE
                Hello, Luther.  Where’s Hunt?

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

                          KITTRIDGE
                Where?

     INT. REAR CAR - MOVING - DAY

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

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

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

                          CLAIRE
                Ethan?

                          PHELPS
                Yes.  Ethan Hunt, darling.  Remember him?

     Here PHELPS pulls out his assembled pistol.

                          CLAIRE
                You knew about Jim?

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

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

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

     PHELP’S watch alarm goes off.

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

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

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

                          ETHAN
                I knew about Jim.

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

     JIM turns to CLAIRE.

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

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

     CLAIRE goes to ETHAN.

                          CLAIRE (CONT'D)
                The money Ethan.

     ETHAN hands her the money.

                          ETHAN
                You’ve earned it.

     CLAIRE goes to Jim with the money.

                          PHELPS
                Count it.

     CLAIRE starts to count.

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

                          PHELPS
                Keep counting Claire.

                          CLAIRE
                It was me.  I did it.

     CLAIRE hands PHELPS the money.


                          PHELPS
                Satisfied?

                          CLAIRE
                All ten million.

                          PHELPS
                Fold it.  Fold it tight.

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

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

     PHELP’S watch alarm goes off.

                          PHELPS
                Sorry Ethan.  Times up.  Say goodbye.

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

     ETHAN throws JIM the Visco glasses.

                          KITTRIDGE
                Good morning, Mr Phelps.

     PHELPS and CLAIRE are stunned.

                          PHELPS
                You son of a bitch.

     PHELPS points the gun at ETHAN.

                          CLAIRE
                Don’t Jim.

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

                          CLAIRE
                Yes.

                          ETHAN
                Jim, it’s over.

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

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

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

                          CLAIRE
                This stuff is so sticky.

                          ETHAN
                Claire.

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

                          ETHAN 
                I always have, Claire.. 

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

     INT. REAR CAR - ENGINEER'S SECTION - DAY

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

     EXT. ROOF OF TRAIN - DAY

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

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

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

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

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

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

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

     INT. HELICOPTER - DAY

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

     EXT. ROOF OF TRAIN - DAY

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

     ETHAN is climbing out the trap door. 

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

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

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

     INT. HELICOPTER - DAY

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

     EXT. ROOF OF TRAIN - DAY

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

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

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

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

     INT. HELICOPTER - DAY

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

     EXT. ROOF OF TRAIN - DAY

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

     -- The train ZOOMS into the tunnel -- 

     -- AND THE HELICOPTER ROARS RIGHT IN BEHIND IT! 

     INT. BUSINESS CAR/TUNNEL - MOVING - DAY

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

                CONNECTION TERMINATED. 
                    TRANSFER LOST.

     MAX'S face falls. 

                          MAX
                Damn!

     INT. REAR CAR/ENGINEER'S SECTION - DAY

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

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

                          VOICE (O.S.) 
                Stop the train! 

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

     EXT. ROOF OF TRAIN/TUNNEL - DAY

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

     They're dangling from either side of it. 

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

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

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

     EXT. ROOF OF TRAIN/TUNNEL - DAY

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

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

     Another train. 

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

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

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

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

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

     -- a red and green piece of bubble gum. 

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

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

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

     PHELPS kicks vainly at the gum, SCREAMING -- 

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

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

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

     ETHAN lays his head against the windshield glass, utterly 
     drained. 

     INT. BUSINESS CAR/TUNNEL - MOVING - DAY

     KITTRIDGE comes back into the business car and is joined by 
     BARNES.  LUTHER, only slightly bruised, stands up next to 
     them and gestures to MAX and her laptop. 

                          LUTHER
                I think this is what you're looking for. 

     MAX looks up, stunned.  KITTRIDGE leans over and peers at her 
     screen. He just smiles and sits down next to her, content to 
     wait for her to speak. 

     When she finally does, she's almost charming. 

                          MAX 
                My lawyers will have a field day with 
                this.  Entrapment, jurisdictional 
                conflicts -- 

     KITTRIDGE leans closer to her and lowers his voice, just as 
     friendly. 

                          KITTRIDGE 
                Maybe we'll just keep the courts out of 
                this one. 

                          MAX 
                I'm sure we can find something I have 
                that you need. 

                          KITTRIDGE 
                You know, I would love to try. 

     EXT. LONDON PUB - DAY

     LUTHER sits on a high stool, his PowerBook next to him, while 
     he sips a beer.  A television screen is featuring follow-up 
     coverage of yesterday's dramatic helicopter-train wreck in 
     the chunnel.  Aside from emphasizing that it was the work of 
     a lone, crazed character in a helicopter who was killed in 
     the crash, there are comments about how miraculous it was 
     there were no other fatalaties.  There are intermittent 
     sounds of aircraft taking off and landing, announcements of 
     arrivals and departures.  ETHAN into shot.  He sits beside 
     LUTHER. 

                          LUTHER 
                Reach your folks? 
                     (ETHAN nods) 
                How they feeling? 

                          ETHAN
                About what? 

                          LUTHER 
                The official apology from the Justice 
                Department, the VIP treatment, you know, 
                the whole nine yards. 

                          ETHAN 
                Well my Mother was a little confused 
                about how the DEA could mistake her and 
                Uncle Donald for a couple of dope smugglers 
                in the Florida keys. 

     LUTHER picks up his beer. 

                          LUTHER
                     (Laughs and with a British accent) 
                Cheers. 

     They drink. 

                          ETHAN
                Here's to  you, Luther. (clink glasses)  To 
                being off the disavowed list. 

                          LUTHER 
                Hey, I'm the flavour of the month! 

                          ETHAN
                You're more than that, Luther.  They were 
                mistaken about you and they're trying to 
                show you they know it.  They want you 
                back in. 

                          LUTHER
                Sure.  They want me back in so I won't 
                break in!  They still can't figure out 
                how we did it. 

                          ETHAN 
                You didn't tell 'em at the debriefing? 

                          LUTHER 
                I figured I'd let 'em reinstate my back 
                pay, give me a promotion, check out my 
                office at Langley and then, maybe, talk 
                about it. 

                          ETHAN 
                     (laughing) 
                It's all one big negotiation, isn't it? 

                          LUTHER 
                Why don't you come back with me? 

                          ETHAN 
                Just don't know why I'd be doing it. 

                          LUTHER 
                You really liked Phelps, didn't you? 

                          ETHAN 
                He was a good guy for a long, long time. 
                Just - not long enough. (looks up) Gotta 
                catch my flight..(rising) 
                So.  How's it feel being a solid citizen 
                again? 

                          LUTHER 
                Oh man...I don't know.  I'm gonna miss 
                being disreputable. 

                          ETHAN 
                Well, Luther - if it makes you feel any 
                better I'll always think of you that way. 

     The two men understand one another and LUTHER will say no 
     more.  The two exchange slight gestures of farewell and in a 
     moment ETHAN disappears from the bar, leaving a contemplative 
     LUTHER looking after him. 

     INT. PLANE - NIGHT 

     ETHAN HUNT slumps down in his scat, dosing. A FLIGHT 
     ATTENDANT makes her way down the aisle, holding a case filled 
     with movie cassettes. She stops before a lady passenger. 

                          FLIGHT ATTENDANT 
                Would you like to watch a movie, Miss 
                Clarke? 

     She then stops before ETHAN. 

                          FLIGHT ATTENDANT 
                Excuse me, Mr. Hunt.  Would you like to
                watch a movie.

                          ETHAN
                No, thank you.

                          FLIGHT ATTENDANT 
                Would you consider the cinema of the 
                Caribbean? 

     ETHAN just stares at her.  This couldn't be what it's 
     sounding like. 

                          FLIGHT ATTENDANT 
                Aruba, perhaps? 

     The camera moves into ETHAN's face.  They found him.  They 
     want him back.  He looks up at her and..... 

                                                      CUT TO BLACK 


                           THE END 



   
