Rev.97/09/08 20:12

"Sneakers" Movie Transcript
Typed by Lo Wang


(In the opening titles, the words are presented as anagrams which
 are reassembled, and then a few letters are added to make the
 proper credit.  Here, the anagrams are shown in brackets)


Universal Pictures Presents              (A Turnip Curses Elvis)

(A Few Astral Clerks                           A Lawrence Lasker
Repel Newark)                        Walter F. Parkes Production

A Phil Alden Robinson Film                 (Blond Rhino Spaniel)

(Fort Red Border)                                 Robert Redford

                S   N   E   A   K   E   R   S

December, 1969.

EXT. COLLEGE.  NIGHT.

        Snow falls gently on the grounds.  In the background, a
        dignified eighteenth-century classroom building is
        softly lit by outdoor lights.  A single light, on the
        second floor, is still burning.  The opening credits
        continue to be assembled randomly, sans anagrams.

                                                     Dan Aykroyd

Ben Kingsley

                                                  Mary McDonnell

River Phoenix

                                                  Sidney Poitier

David Strathairn


                                MARTY
                                (VO)
                    Four six nine nine four zero two, transfer
                    to five three zero one one three eight.

INT. COMPUTER ROOM.

        The forty-column display is connected to the United
        States Treasury Department, and shows the transaction
        taking place. $25,000.

                                COSMO
                    What did we just do?

                                MARTY
                    The Republican party just made a generous
                    donation to the Black Panthers.

        The camera pans across the terminal, the dial telephone
        resting in the acoustic coupler modem.

                                COSMO
                    Far out!

                                MARTY
                    Right on.

                                COSMO
                    Who's next?

                                MARTY
                    Let's see... oooh...

        Marty shuffles through some printouts.

                                MARTY
                    Richard Nixon's personal chequing account is
                    in here.

        The camera continues to pan around the late-sixties
        equipment in the room, looking up to the huge nine-track
        tape drive.  Empty chinese food boxes litter the room -
        something that hasn't changed among hackers in thirty
        years.

                                COSMO
                                (with slight sarcasm)
                    Ooo, this is a challenge.  Marty, we have to
                    find somebody truly worthy to give his money
                    to.  How about... the National Association
                    to Legalize Marijuana.

                                MARTY
                    Perfect!

                                COSMO
                    Now, how much should he give?

                                MARTY
                    He's a generous man.  I'd say... all he's
                    got!

                                COSMO
                    Yeah!

        Cosmo thinks for a split second, and changes his tone.

                                COSMO
                    Marty, you are sure we will not get into
                    trouble for this.

                                MARTY
                    Cosmo!  Trust me.

EXT. POLICE CAR.  NIGHT.

        Police officers drive slowly through the snow, and
        listen to instructions on the radio.

INT. COMPUTER ROOM.

                                COSMO
                    Posit.  The Phone Company has too much
                    money.

                                MARTY
                    Oh, good one.

                                COSMO
                    Consequence.

                                MARTY
                    Uh, they're corrupt.  Result?

                                COSMO
                    The system perpetuates itself at the expense
                    of the people.  Conclusion?

                                MARTY
                    Ma Bell needs to donate some money.

                                COSMO
                    We're going to change the world, Marty.

                                MARTY
                    I just wish we could get course credit for
                    this.

        He gets up.

                                MARTY
                    Gawsh!  You got it.  You want some food?

        Cosmo swivels around, and holds out a coin.

                                COSMO
                    Loser goes.

        Cosmo hides the coin in one of his hands, and makes it
        look pretty obvious which one.  He holds out both fists.

                                MARTY
                    I never lose!

        He indicates Cosmo's left hand.  Cosmo dramatically
        unfolds it, revealing no coin.

        Marty Groans.  Cosmo chuckles.  Marty starts to leave.

                                COSMO
                    Pepperoni pizza, please.  Shaken, not
                    stirred.

                                MARTY
                    Power to the people, Cos.

                                COSMO
                    Power to the people, Marty.

        They both make half hearted fist gestures.  Marty exits.

                                COSMO
                    One cannot trust anybody these days.

EXT. COLLEGE.  NIGHT.

        Marty emerges from the front door and walks off into the
        snowy night.  He climbs into his snow-encrusted
        microbus, but it won't start.

                                MARTY
                    Don't do this!

        Marty notices the flashing red police lights through the
        snow on his windows.  He rolls down a window and watches
        as police and trenchcoated men pull up and run into the
        building.

INT. COMPUTER ROOM.

        Cosmo is working at the terminal.  He hears a noise.  He
        gets up and walks across to the window.  Marty is down
        below, trying to signal Cosmo but it's too late.  The
        police grab Cosmo and pull him away.

                                COSMO
                    Marty!  Marty!  Wait!  Wait!

        Cosmo struggles, kicking out a window pane.

        Marty runs off into the night.  The snow turns into
        static on a TV screen.


INT. SNEAKER VAN.  PRESENT DAY (1992).

                                CREASE
                    Martin?  Martin?

        Donald Crease is trying to wake up a now-older Marty
        Bishop.  He shakes his shoulder.

                                CREASE
                    Martin?  Martin?

        Bishop wakes up.

                                CREASE
                    It's time.

                                BISHOP
                    How are we doing?

                                CREASE
                    Carl's in position on the fire escape.
                    Mother's in the cable vault.  Whistler is
                    reading.

        Whistler reads.  In braille.

        A noise sounds.

        Whistler quickly puts away what he was reading.  It's
        the braille edition of Playboy.

                                WHISTLER
                    We're up!

                                BISHOP
                    What's with the lobby?

                                CREASE
                    Still just the one guard.

                                WHISTLER
                                (into his headset)
                    OK, Mother, try the ones coming off the blue
                    trunk.

        Bishop looks out the van through binoculars, across the
        street and into a building.  A security guard looks
        around.

        More noises sound.

                                WHISTLER
                    Mmmm, nope.  Try the ones coming off the
                    white trunk, Mother, these don't sound
                    right.

        Bishop looks down, to a manhole where Mother is working.

        More tones sound.

EXT. MANHOLE.

                                WHISTLER
                                (over headset)
                    No.

                                MOTHER
                    They even got photos of the guy leaving the
                    embassy through the back service entrance.
                    Hey Crease, you on?

INT. SNEAKER VAN.

                                CREASE
                    Yeah, I'm on.

                                MOTHER
                    Were you still in CIA in '72?

                                CREASE
                    Yep, why?

                                MOTHER
                    Did you know the deputy director of planning
                    was down in Managua, Nicaragua the day
                    before the earthquake?

                                CREASE
                                (annoyed)
                    Now what are you saying, the CIA caused the
                    Managua earthquake?

                                MOTHER
                    Well, I can't prove it... but...

        Crease hangs up his mic.

                                CREASE
                    I can't talk to that guy.

        Tones continue to sound.

                                WHISTLER
                    Hold on, Mother, go back one.

        A tone we just heard sounds again.

                                WHISTLER
                    Bingo!

EXT. MANHOLE.

                                MOTHER
                    Securing bridge clips.

        Mother attaches the clips.

                                MOTHER
                    Preparing to sever master alarm circuit.
                    Five... four...

INT. SECURITY STATION.

        A lone security guard is watching television.  A
        security panel in the distance briefly flashes a red
        light, which the guard barely notices before it's
        "green" again.  He goes on watching television.

EXT. STREET.  NIGHT.

        Bishop and Crease leave the van and run across the
        street.  The building is a large bank.  They reach the
        fire escape where Carl is stationed.

                                CREASE
                    Nice bank.

                                BISHOP
                    You wouldn't believe what I had to go
                    through just to get a safe deposit box.

INT. SAFE DEPOSIT BOX VAULT.

        The camera pans across dozens of boxes.  There is a
        loud, ominous ticking.  Box 589 begins smoking.

INT. SECURITY STATION.

        An alarm sounds.  The security guard is startled and
        knocks the TV off the counter.

INT. FIRE ESCAPE DOOR.

        Carl, Bishop, and Crease enter the building through the
        fire escape.

INT. SECURITY STATION.

        The security guard frantically searches through a
        procedure manual.

INT. BANK FLOOR.

        The three run down through the main customer lobby of
        the bank. Bishop falls trying to jump the counter.
        Crease helps him up.

                                BISHOP
                    Oh shit!  We're getting too old for this.

INT. SECURITY STATION.

        The security guard gets on the phone.

                                SECURITY CHIEF
                                (on phone)
                    Lifeguard Security.

                                SECURITY GUARD
                    Yeah, I got a fire at Centurion Bank!

                                SECURITY CHIEF
                    Yeah, we've got the alarm.  Are there any
                    secondary indications?  Smoke, or flame?

        The security guard looks around.

                                SECURITY GUARD
                    Sm... uh, no.

                                SECURITY CHIEF
                    Probably a false alarm.  We've been getting
                    them in your area all night.  See if it
                    resets.

                                SECURITY GUARD
                    Oh man, I don't know.

INT. BANK ELECTRICAL ROOM.

        The three reach a small room and start looking behind
        panels. They come to one with a lot of wires behind it.

                                BISHOP
                    You're sure you know which one to cut?

                                CARL
                    Yes!  The alarm's always the green one.

He cuts a wire.  All the lights go out.

                                BISHOP
                    Good, Carl.

INT. SECURITY STATION.

                                SECURITY GUARD
                    Hey, man, I'm not waiting any longer, I'm
                    calling the fire...

The alarm abruptly stops.

                                SECURITY GUARD
                    Oh.  It uh... stopped.  Sorry.

                                SECURITY CHIEF
                    Hey, no problem.  And, uh, son...

                                SECURITY GUARD
                    Sir?

INT. SNEAKER VAN.

        The "Security Chief" is actually Whistler, back in the
        van!

                                WHISTLER
                    Good work.

                                SECURITY GUARD
                    Thank you, Sir.

        Whistler gets back on the radio.

                                WHISTLER
                    All yours, Bish.

        Crease is now hacking at a bank terminal.  Bishop looks
        on.

                                CREASE
                    So.  How much do you want?

INT. BANK.  DAY.

        A teller carefully places ten-thousand dollar wads of
        money in a briefcase.

                                TELLER
                    Eighty thousand.  Ninety thousand.  One
                    hundred thousand.

                                BISHOP
                    Okay!

                                TELLER
                    May I ask why you're closing your account
                    with us today, sir?

                                BISHOP
                    Well, I just had this weird feeling that my
                    money wasn't safe here anymore.

        Bishop walks off, past a security guard and up the
        stairs and into a boardroom overlooking the bank floor.
        Several executives are waiting for him.  He puts the
        briefcase down on the table and starts dramatically
        slapping ten-thousand dollar wads of money down in front
        of them.

                                BISHOP
                    Gentlemen, your communication lines are
                    vulnerable, your fire exits need to be
                    monitored, your rent-a-cops are a tad
                    undertrained.  Outside of that everything
                    seems to be just fine. You'll be getting our
                    full report and analysis in a few days but
                    first, who's got my cheque?


A FEW MINUTES LATER.

        A cheque is carefully typed out.

                                SECRETARY
                    So, people hire you to break into their
                    places to make sure no one can break into
                    their places?

                                BISHOP
                    It's a living.

                                SECRETARY
                    Not a very good one.

        She gives Bishop the cheque.

                                BISHOP
                    Thank you.

        Bishop leaves with his cheque.

EXT. STREET.  DAY.

        Two guys watch Bishop from a parked car.

                                GUY
                    Is that him?

                                OTHER GUY
                    Oh yeah.  It's him.

INT. MARTIN BISHOP & ASSOCIATES OFFICES.  DAY.

        Carl hurriedly marches across the room.

                                BISHOP
                    Who's got the report for the bank sneak?

                                MOTHER
                    I'm going to type it up later.

                                CREASE
                    You are?

                                MOTHER
                    We haven't paid the typist since January, so
                    it's either me or Whistler.

                                CREASE
                    Better Whistler.

                                CARL
                    We've got customers.

                                BISHOP
                    Shoes?

                                CARL
                    Expensive.

                                BISHOP
                    Look busy, guys.

        Bishop straightens his tie and takes off to the waiting
        room.


INT. WAITING ROOM.

                                GORDON
                    Mr. Bishop!  Dick Gordon.

        He and Bishop shake hands.

                                BISHOP
                    Hi!

                                GORDON
                                (indicating his associate)
                    Buddy Wallace.

        Bishop and Wallace shake hands.

                                BISHOP
                    Hi.

                                WALLACE
                    Hi.

                                GORDON
                    We've heard a lot of great things about you.

                                BISHOP
                    They're all true!

        Gordon laughs.

                                BISHOP
                    Thanks, Carl.  Uh, gentlemen, why don't we
                    go to the conference room, and you can tell
                    us how we can help you, huh?

                                GORDON
                    Good!

        They move to the conference room.  Bishop motions for
        them to have a seat.

                                BISHOP
                    So, here uh...

                                GORDON
                    Before we begin, uh, there's something we'd
                    like to clear up.

        Bishop closes the door.

                                GORDON
                    Most firms of this type are staffed with
                    ex-law enforcement types, but your team,
                    it's, uh...

        Bishop smiles and finishes his sentence.

                                BISHOP
                    I know... kind of different.

                                WALLACE
                    Yes, you are.

        Bishop is caught off guard as Wallace finally speaks.

                                WALLACE
                    Darren Roskow.  Also known as "Mother".

        The camera pans across to Mother working on an
        inspecific piece of equipment.  Wallace continues.

                                WALLACE
                    Eighteen months at Dannemora for breaking
                    and entering.

                                BISHOP
                    Yeah, he was framed.  He's got the best
                    hands in the business.

                                WALLACE
                    Carl Arbogast.  Age nineteen.  Caught
                    breaking into the Oakland City School
                    District computer to change his grades.

                                BISHOP
                    I know!  We're the ones who caught him!

                                WALLACE
                    Irwin Emery.  Also known as "Whistler."

                                BISHOP
                    Yeah, yeah, I know.  He had some little
                    problem with the phone company.

                                WALLACE
                    Sixty-two counts?

                                BISHOP
                    Okay, you want law enforcement?  How about
                    Donald Crease?  Twenty-two year veteran of
                    the CIA.

                                WALLACE
                    Terminated!  1987.  Why was that?

                                BISHOP
                    I don't know, I think maybe a personality
                    conflict.  Who are you guys?

                                GORDON
                    Relax, Marty!  We have to check on these
                    things, it's just that everybody on your
                    team has had some sort of problem in their
                    past.

                                WALLACE
                    And then there's Martin Bishop.

        An uncomfortably pregnant pause.  Finally Wallace
        reveals an empty file folder.

                                WALLACE
                    He doesn't seem to have a past.

                                BISHOP
                    Ah.  Sorry to waste your time, gentlemen.  I
                    don't work for the government.

                                GORDON
                    We know.

        Gordon walks up to Bishop and shows his ID.

                                GORDON
                    National Security Agency.

                                BISHOP
                    Ah.  You're the guys I hear breathing on the
                    other end of my phone.

                                GORDON
                    No, that's the FBI.  We're not chartered for
                    domestic surveillance.

                                BISHOP
                    Oh, I see.  You just overthrow governments.
                    Set up friendly dictators.

                                GORDON
                                (smiling)
                    No, that's the CIA.  We protect our
                    government's communications, we try to break
                    the other fella's codes.  We're the good
                    guys, Marty.

                                BISHOP
                    Gee, I can't tell you what a relief that is,
                    Dick.

                                WALLACE
                    All right, that's enough.  Let's go.

        Wallace and Gordon get up to leave.  Wallace leaves
        immediately.

                                GORDON
                    If you change your mind, call us at this
                    number.

        Gordon hands Bishop a wrinkled scrap of paper with a
        number hastily scribbled on it.  He looks Bishop
        straight in the eye.

                                GORDON
                    Mr. Brice.

        Bishop looks up at him, surprised.  Gordon looks back,
        with a "no shit" look on his face.

        Gordon leaves.  Bishop unfolds the paper.  It's a
        "Wanted" poster for Martin Brice - now Martin Bishop -
        with his picture from 1969.

EXT. STREET.  DAY.

        Martin Bishop parks his car and crosses the street.  A
        panhandler gets his attention.


                                PANHANDLER
                    Spare a quarter?  Help me out?  The
                    government's taken away my home.

                                BISHOP
                                (indicating an election campaign
                                poster on the wall behind)
                    Talk to him!

        Bishop tosses him a coin.


INT. NSA OFFICE.

                                WALLACE
                    Well!  If it isn't Robin Hood.

                                BISHOP
                    You know, I could have joined the NSA.  But
                    I found out my parents were married!

        Wallace is visibly upset by this.  Gordon stops him.

                                GORDON
                    Hey, heyheyhey, we're all friends here,
                    alright?  Easy, easy.
                                (To Bishop)
                    Want some coffee or something?

                                BISHOP
                    No.

                                GORDON
                    Buddy, is that Janek's file?

        Wallace puts down a file folder and opens it.

                                WALLACE
                    Yeah.  Janek's file.

                                GORDON
                    This is a mathematician, named Dr. Gunter
                    Janek. Works at a think tank called the
                    Coolidge Institute. Specializes in large
                    number theory, prime numbers, factoring.

                                BISHOP
                    Cryptography.

                                GORDON
                    Very good!  Last month, the good doctor gets
                    a grant, three hundred eighty thousand
                    dollars, way out of profile for a guy like
                    that.  It's our job to be curious, so we
                    traced the money.  Guess where it comes
                    from.

                                BISHOP
                    I know you're not going to say Russia.

                                GORDON
                    Yeah!

                                BISHOP
                    Huh.  Give me a break.  We won, they lost,
                    you know? It's been in a couple of papers.

                                GORDON
                    Yeah, we still spy on them, they still spy
                    on us.

                                WALLACE
                    We intercepted a fax last week.  Here.
                    They're making some kind of box.
                                (He shrugs)
                    A little black box.

                                GORDON
                    The project is called "Setec Astronomy"...
                    We don't know what "Setec" stands for...

                                BISHOP
                    Security Technology...

                                GORDON
                    Sensor Techniques, who knows.  Anyway it may
                    mean nothing, or it may be something, we
                    need to know.

                                WALLACE
                    And your job is to find that little black
                    box and let us take a look at it.

                                BISHOP
                    Yeah.  No way.

                                GORDON
                    Sorry, Marty, we don't have a lot of choice
                    here.

                                BISHOP
                    Do it yourself.

                                WALLACE
                    We can't!

                                BISHOP
                    Why not?

                                WALLACE
                    By law, we're not allowed or equipped to do
                    this kind of operation.

                                BISHOP
                    Well, then get the FBI.

        Wallace chuckles.

                                WALLACE
                    Yeah, right.  FBI.

                                GORDON
                    The FBI can't work for us without approval
                    from a congressional oversight committee.

                                WALLACE
                    We don't have the time.

                                BISHOP
                    So why me?

                                GORDON
                    Frankly, because we...

        Bishop cuts him off.

                                BISHOP
                    Frankly.

                                GORDON
                    Marty, sit down, please.

        Gordon and Bishop sit.

                                GORDON
                    Frankly, because it's kind of illegal.
                    You've managed to stay underground for more
                    than twenty years, that tells us you know
                    how not to get caught.

                                WALLACE
                    We know you can keep your mouth shut.

                                GORDON
                    The job pays $175,000, payable on delivery.

                                WALLACE
                    You can... distribute it among the poor if
                    you like.

                                BISHOP
                    Pass.

                                GORDON
                    We also clean up your record.  Quash the
                    outstanding warrant for your arrest.

                                WALLACE
                    Your pal Cosmo got twelve years.  That was
                    without "Flight to evade prosecution."

                                GORDON
                    We all know what happened to him in there.

        Bishop pauses uneasily.

                                BISHOP
                    And if I say no?

                                WALLACE
                    Don't say no.

                                GORDON
                    What good would you do anybody in prison?


INT. MARTIN BISHOP & ASSOCIATES OFFICES.  EVENING.

                                CREASE
                    I don't believe this.  You lied to us all
                    these years! Even lied to us about your
                    name!

                                BISHOP
                    Sorry, okay?  I'm sorry fellas, I'm sorry,
                    but when you're wanted by the feds, you
                    don't exactly go around telling everybody
                    about it, okay?

                                CREASE
                    We are not "everybody", Martin, we are your
                    partners, you tell us.

                                BISHOP
                    Fine.  Exactly why was it you had to leave
                    the CIA?

        With a foul look on his face, Crease turns his back on
        Bishop.

                                BISHOP
                    We all have our little secrets, don't we?
                    Look, you guys have a decision to make.
                    This is not a test, the penetration is live,
                    the target is unaware.

                                CREASE
                    Sneaking a foreign intelligence service that
                    might kill us to keep us out is not what we
                    do.

                                BISHOP
                    The probable level of security is very low.
                    But if you guys don't want to take that
                    chance just to keep me out of jail, fine, I
                    understand, I'll do it.

                                WHISTLER
                    Well, Bish, I can't speak for the other
                    guys, but I'm in it for the money, I don't
                    care if you go to jail.

                                CARL
                    Me neither.  I'm in.

                                MOTHER
                    Uh... could we maybe just go back to the
                    "they might kill us" part?

                                BISHOP
                    Mother, if I thought that was likely to
                    happen, I wouldn't bring this to you.  But
                    there is a risk!

                                WHISTLER
                    And it pays $175,000!

                                MOTHER
                    I'm in.

                                CREASE
                    You guys will be chalk outlines without me.
                    All right, what do we need?

        Crease low-fives Whistler on his way back to the group.

                                BISHOP
                    All right, we start with a very light
                    surveillance, level three, first sign of
                    babysitters, we back off.  Now this guy's
                    giving a lecture tomorrow at UC, in the
                    afternoon, I'm going to be there and
                    checking him out.  Okay?  Any questions?

        No one has any questions.

                                BISHOP
                    Okay, let's do it.

        Everyone gets up and starts to go home.

                                CREASE
                    For the lecture, do you want to take
                    Whistler, or do you want me to go?

                                BISHOP
                    Uh, no, no, that's okay, I thought I'd ask
                    Liz.

        Everyone stops in their tracks and turns around.

        Bishop notices after a few seconds and looks up.


EXT. MUSIC CONSERVATORY.  DAY.

        Piano music plays in the background.  Children file
        across a grass quadrangle.

INT. MUSIC CONSERVATORY.

        Liz is supervising a young student, who is playing
        brilliantly. The girl notices Bishop approaching and
        stops.

                                GIRL
                    Who's this?

                                LIZ
                    Sort of an old friend.
                                (in a hammy Teutonic accent)
                    Practice!  Practice, practice!

        The girl giggles and leaves.

                                BISHOP
                    Hi.

                                LIZ
                    We're not getting back together.

                                BISHOP
                    Did I say anything?

                                LIZ
                    You will.

                                BISHOP
                    I'm here on business, Liz.

        She goes around the room and starts collecting music
        from the racks.

                                LIZ
                    Bishop, you don't have a business.  You have
                    a club!  A boy's club.  You have a little
                    club house, you probably have a secret
                    handshake...

                                BISHOP
                    Liz, I need your help.

                                LIZ
                    I will not be dragged back into your world.
                    I have a new group of gifted children now
                    and I like the fact that they're under
                    thirty.  Excuse me.

                                BISHOP
                    There's a mathematician named Gunter Janek.
                    You know him?

        Liz is now shooing Bishop out the door.

                                LIZ
                    I've read him.  Now go away!

                                BISHOP
                    Well he's giving a master's lecture at
                    3:30... now I...

                                LIZ
                    How nice for him!

        She shuts the door, with Bishop behind.

        Bishop opens the door and comes back in.

                                BISHOP
                    I thought I'd buy you dinner after.

                                LIZ
                    I am not going out with you!

                                BISHOP
                    This isn't a date, dummy, this is a
                    scientific exploration, a tutorial.  I need
                    you.

        Liz looks at him doubtfully.

                                BISHOP
                    To explain it to me.

                                LIZ
                    Read a book!

        She starts to go.

                                BISHOP
                    They've found me, Liz.

        She stops in her tracks.

                                BISHOP
                    The government found me.  They offered me a
                    deal.  If I take their offer, they clear my
                    record and I can get my name back.

                                LIZ
                    You and I are not getting back together.

                                BISHOP
                    Hey, don't flatter yourself!

                                LIZ
                    Pick me up at 3.

        She leaves.

                                BISHOP
                    Yes!


INT. LECTURE HALL.

        Gunter Janek is giving his lecture.  He is covered with
        cryptographic and mathematical figures from an overhead
        projector.  He exudes confidence in his subject matter;
        he clearly has a talent for putting on a presentation.

                                JANEK
                    While the number field sieve is the best
                    method currently known, there exists an
                    intriguing possibility for a far more
                    elegant approach...

        Bishop and Liz watch as he continues his lecture.

                                BISHOP
                    This guy's good.

                                LIZ
                    Sh.

                                JANEK
                    ...and hence contained in a single
                    cyclotomic field. Using the Arden map, we
                    might introduce homomorphisms for the
                    principal orders within each of these
                    fields...

                                BISHOP
                    You seeing anybody?

                                LIZ
                    Sh. This isn't just about large number
                    theory, it's about cryptography.

                                BISHOP
                    Oh.  You mean codes?

                                LIZ
                    I mean unbreakable codes.

                                JANEK
                    ...It would be a breakthrough of gaussian
                    proportions and allow us to acquire the
                    solution in a dramatically more efficient
                    manner.

                                LIZ
                    Are you seeing anybody?

                                JANEK
                    So far, no one has been able to accomplish
                    such constructions... yet.


LATER - INT. RECEPTION HALL.  DAY.

        Janek is now discussing his ideas with attendees over a
        buffet table, with all the confidence and showmanship of
        his lecture.

                                JANEK
                    The numbers are so unbelievably big, that
                    all the computers in the world could not
                    break them down.  But maybe... just maybe...
                    there's a shortcut.

                                LIZ
                    I'll bet you anything he's found it.  If he
                    has, you're in over your head.  I'll get my
                    coat.

        She goes to get her coat.  Someone else notices Bishop.

                                GREG
                    Martin!

        Bishop acknowledges.

                                GREG
                    Martin, how wonderful to see you!

                                BISHOP
                    Hi, Greg, how are you.

                                GREG
                    Is it not fabulous?  Today I can, in public,
                    come and learn your scientists' new secrets!
                    Alas, I did not understand one bit what he
                    was talking about.

        Bishop is visibly distracted, but it's phoney - he's
        trying to get Greg to look the other way.  Greg doesn't,
        and notices Liz.

                                GREG
                    At least ... Goodness, can it be?
                    Elizabeth!

                                BISHOP
                    Oh yeah, right... she's dying to talk to you
                    too, Greg.

                                GREG
                    Excuse me.  Elizabeth... Elizabeth!

                                LIZ
                    Hello, Greg!

                                GREG
                    Elizabeth and Martin.  My heart leaps like
                    gazelle to see you back together again.

        Greg helps her with her coat.

                                LIZ
                    Tell it to stop leaping, we are not back
                    together.

                                GREG
                    Ah. Oh, what a pity.  Wait, I have smashing
                    idea.  Martin! Martin!  Kiev String Quartet
                    plays at the consulate on thursday night,
                    you will be my guests!

                                BISHOP
                    Really, Greg, I wouldn't know how to repay
                    you.

                                GREG
                    Ha ha.  Martin, now that our countries are
                    such good friends, perhaps you will finally
                    be able to do occasional favor for me?

                                LIZ
                    Gregor, you are shameless!

                                GREG
                    I'll see you thursday night.

        Greg hands Bishop a card - which he's scribbled
        something on.

                                BISHOP
                    What...

                                GREG
                    Ah, new title.  Cultural attache.

        The card reads:

                Commonwealth of Independent States
                        Consulate General
                        Gregor Ivanovich
                        Cultural Attache
                         (415) 707-4321

                                BISHOP
                    Unbelievable!

                                GREG
                    Hmm.  Last few years it's been very
                    confusing for people in my line of work.

                                BISHOP
                    I'll bet.

        Greg excuses himself.

                                LIZ
                    I don't care what anyone says about the New
                    World Order.  I don't trust that guy.

                                BISHOP
                    Who, Greg?  Ah, he's harmless.

        Bishop notices that a woman is whispering in Janek's
        ear.  He stops playing the crowd in mid-sentence.

                                JANEK
                    If you'll excuse me, I have some work...

                                LIZ
                    You're going to follow him, aren't you?

                                BISHOP
                    Liz, I...

                                LIZ
                    It's okay.  I'll get a cab.

                                BISHOP
                    Can I call you?

                                LIZ
                    Just be careful.

        She leaves.  So does Janek.


EXT. SNEAKER VAN.  NIGHT.

        Bishop walks up to the van, which is on the top floor of
        a parkade across the street from the building the
        sneakers have staked out.  He gets in.

                                BISHOP
                    Janek just got in the elevator.  Going up.

                                CARL
                    We will be ready for him.

                                BISHOP
                    How's the audio?

                                WHISTLER
                    Good.  Mother's pretty close.

        Through binoculars, Bishop sees Mother on a
        window-washer's platform just under Janek's office.
        Janek enters the office and turns on the lights.

                                CREASE
                    He's just wearing FOUR safety belts this
                    time.

                                BISHOP
                    What, no parachute?

                                CARL
                    Alrighty, entry and lights on.

                                WHISTLER
                    Describe it.

                                CARL
                    Looks like a work room.  You got yourself a
                    bench with a soldering gun, two spools of
                    wire and a magnifying lamp.

                                WHISTLER
                    Huh.  Sounds like they're making something.

                                CARL
                    And a desk... telephone... lamp... answering
                    machine... jar of pencils... but no little
                    black box.

                                BISHOP
                    It's got to be there somewhere, what's he
                    doing?

                                CARL
                    He's logging on the computer.

        Bishop now looks through the camera.

                                BISHOP
                    Oh, this is good.  He's going to type in his
                    password, we're going to get a clear shot.

        A knock on Janek's door.  Janek answers.

                                JANEK
                    Oh, Dr. Rhyzkov.  Good evening.

                                BISHOP
                    Let's get an ID on Dr. Rhyzkov.  She was
                    with him at the lecture this afternoon and
                    she was trying to tell him something...

        Rhyzkov immediately starts making an erotic move on
        Janek... her panting and moaning re-engages the
        attention of the sneakers.

                                RHYZKOV
                    Oh, Gunter... let's do what we did in Mexico
                    City... Oh Gunter...

                                BISHOP
                    I didn't know you could do THAT in Mexico
                    City.

                                CARL
                    Mr. Bishop, do you mind if I take a look?

                                BISHOP
                    Carl...

                                CREASE
                    Grow up!

        Rhyzkov continues loudly panting and moaning.

        Crease taps on Bishop's shoulder and whispers.

                                CREASE
                    Let me see.

        Bishop grudgingly obliges.

        Janek pushes her away.

                                JANEK
                    Elena, really!  I must finish my work.

                                CREASE
                    Okay, back to work.

                                BISHOP
                    Nope, here we go, now we're going to get our
                    password.

        Rhyzkov rubs Janek's shoulders as he types in his
        password, inconveniently blocking the view.

                                RHYZKOV
                    I leave message here on service but you do
                    not call.

                                JANEK
                    I'm sorry, really.

                                BISHOP
                    Oh, get out of the way, get ou... she's in
                    the way.

        Rhyzkov starts kissing Janek's neck, Janek bends away,
        resisting.

                                BISHOP
                    I don't believe this.

        Bishop leaves the camera in disgust.  Carl leaps to
        replace him.

                                JANEK
                    I'm sorry, it's just I have this work...

        Rhyzkov opens her blouse, revealing a legendarily
        well-supported pair.

                                RHYZKOV
                    I'll give you something to work, baby.

        This is too much for Janek.

                                JANEK
                    Okay, just for a little while.

        Janek takes off his jacket and they kiss.  She closes
        the blinds.  The blinds crumple as Janek throws her
        against them.

                                RHYZKOV
                    Oh, Gunter!

                                BISHOP
                    What's going on?

                                CARL
                    Oh, nothing.


INT. MARTIN BISHOP & ASSOCIATES OFFICES.

        The scene we just witnessed is now being replayed on
        video.

                                MOTHER
                    Maybe there's a frame or two where she
                    doesn't block it. I'll blow it up.

                                BISHOP
                    Who's Risekoff?

                                CREASE
                                (correcting Bishop's
                                pronunciation)
                    Doctor Elena REESHkov.  Visiting professor
                    from Czechoslovakia. Senior research fellow
                    in Astrophysics.

                                BISHOP
                    Bingo.

                                CREASE
                    Setec Astronomy.  Whatever that is.

        Meanwhile, Mother blows up the video image as best he
        can.  It's a close up of Janek entering his password,
        with Rhyzkov partially in the way.

                                MOTHER
                    There.

                                BISHOP
                    W..G..

                                CARL
                    Looks like the H.

                                MOTHER
                    Where do you get H?

                                CARL
                    Right there next to the L.

                                BISHOP
                    Come on, come on, do it again.

                                MOTHER
                    H isn't next to the L.

                                CARL
                    Then J!

                                BISHOP
                    Guys, do it again!

        Mother rewinds.

                                MOTHER
                    OK, that's definitely W G.

                                CREASE
                    Defintely not.  That's a V.

                                BISHOP
                                (giving up)
                    She's in the way.

                                WHISTLER
                    Fellas, Janek's little black box is on his
                    desk between the pencil jar and the lamp.

                                MOTHER
                    Uh, Whistler, I hate to tell you this, but
                    you're blind.

                                WHISTLER
                    Play the tape back again.

                                MOTHER
                    You can't even see anything!

                                WHISTLER
                    Don't look, listen!

        Whistler strikes a tuning fork.

                                BISHOP
                    Play it back.

                                RHYZKOV
                                (on tape)
                    I leave message here on service but you do
                    not...

                                BISHOP
                    He's got a service.

        They zoom in on the answering machine.

                                WHISTLER
                    What's he need an answering machine for?

                                MOTHER
                    There's our little black box.

INT. SNEAKER VAN.  DAY.

        Bishop is being fitted with a hidden microphone and
        earpiece.

                                MOTHER
                    Okay, boss.  This LTX-71 concealable mic is
                    part of the same system that NASA used when
                    they faked the Apollo moon landings.  The
                    astronauts broadcast around the world from a
                    soundstage at Norton Air Force Base in San
                    Bernardino, California, so if it worked for
                    them, it shouldn't give us too many
                    problems.

                                BISHOP
                    Thanks.


INT. COOLIDGE INSTITUTE LOBBY.

        Carl, posing as a delivery driver, is quietly arguing
        with the desk clerk.  Bishop interrupts.

                                BISHOP
                    Hey. Did my wife drop the cake off for me?

                                CLERK
                    Uh, what cake? There's no cake back here.

                                BISHOP
                    Surprise party for Marsha on the second
                    floor.  She was supposed to have dropped a
                    cake off.

                                CLERK
                    I don't know anything about it.

        A horn honks outside.

                                BISHOP
                    There she is, late as usual.

        Bishop hurries outside.

        The clerk continues arguing with Carl.

                                CARL
                    Well it states right here very clearly that
                    I am to deliver 36 boxes of Liquid Drano to
                    this here address.

                                CLERK
                    Look, I don't care what that says.  If
                    you're not on the list, you can't get in.

                                CARL
                    I might lose my job.

                                CLERK
                    That's not my problem, kid.

        Bishop returns with a large box and many colorful
        balloons.  He stands at a security gate beside the front
        desk.

                                BISHOP
                    Could you buzz me in?

        The clerk is too busy arguing with Carl.  He waves
        Bishop off.

                                BISHOP
                    Hey just buzz it, I can't reach my card.

                                CLERK
                    Wait one minute...

        The clerk goes on arguing with Carl.

                                BISHOP
                    Buzz it, okay? We're late for a party on the
                    second floor.

        Bishop, getting nowhere, raises his voice.

                                BISHOP
                    Push the goddamn buzzer, will ya?

        The clerk buzzes Bishop in.  Bishop steps through the
        gate.

                                BISHOP
                    Thanks.

INT. COOLIDGE INSTITUTE HALLWAYS.

        Bishop emerges from the elevator.  He discards the
        balloons and pulls his briefcase out of the cake box -
        there's no cake.  He reaches Janek's office door.  It
        has a digital keypad lock.

                                BISHOP
                                (into his hidden microphone)
                    Anybody remember how to defeat an electronic
                    keypad?

INT. SNEAKER VAN.

                                WHISTLER
                    Uh oh.

                                CREASE
                    Don't even joke about that, Martin.  Those
                    things are impossible.

                                BISHOP
                    Think I'm joking?  Looks like they just put
                    it in.

                                CREASE
                    Oh boy!

                                MOTHER
                    Here, maybe this might help.  An old buddy
                    of mine that was in Desert Storm sent it to
                    me.  Of course, he was on the other side.

        He hands Crease a manual.

                                BISHOP
                                (over radio)
                    Come on, Crease, there's got to be a way
                    around these things!

                                CREASE
                    All right, all right.  This might work.

INT. COOLIDGE INSTITUTE HALLWAYS.

        Bishop listens carefully to Crease's detailed and
        lengthy instructions.

                                BISHOP
                    Yeah... yeah... above... yeah... right... uh
                    huh... uh huh... yeah... right... yeah...
                    Okay.  I'll give it a shot.

        Bishop kicks the door open with one good boot.

                                BISHOP
                    That worked.

        Bishop enters the office.  He looks out the window to
        see the van parked across the street on the parkade.  He
        goes to the answering machine, and opens it up.  There,
        inside, is the Little Black Box.  He puts the entire
        thing in his briefcase.

                                BISHOP
                    Got it.

        Suddenly, Dr. Rhyzkov enters the room and turns on the
        lights.

                                RHYZKOV
                    Gunter?

        She sees Bishop.

                                BISHOP
                    Oh God, no.  Hi, nice to see you.

                                RHYZKOV
                    The lab is closed.  Excuse me, I...

        Bishop shuts the door. He grabs her and puts his hand
        over her mouth so she can't scream.  The sneakers her
        her muffled cries over the radio.

INT. SNEAKER VAN.

                                CREASE
                    What the hell is that?

                                MOTHER
                    Battle Stations!

                                CREASE
                    Whistler, monitor the audio.  Grab the mic.

INT. JANEK'S LAB.

                                BISHOP
                    Okay.  I'm going to remove my hand, now
                    please do not scream.  I promise nothing is
                    going to happen to you.

        He removes his hand, she runs across the room.

                                RHYZKOV
                    Who... who are you?

        Bishop doesn't know what to say.

                                CREASE
                    He's a P.I.

                                WHISTLER
                                (over radio)
                    You're a private investigator.

                                BISHOP
                    I'm a private investigator.

                                RHYZKOV
                    But why?  Who hired you?

        Bishop still doesn't have an answer.

                                BISHOP
                    Huh?

                                RHYZKOV
                    Who HIRED you?

                                BISHOP
                    Mrs. Janek.

                                RHYZKOV
                    There is not Mrs. Janek!

        Crease is becoming exasperated.

                                CREASE
                    Ugh!

                                BISHOP
                    Yeah?

                                WHISTLER
                                (over radio)
                    You got us stumped.

                                BISHOP
                    Oh yeah?  Who do you think paid for your
                    little love jaunt to Mexico City?

        Rhyzkov is utterly horrified.

                                WHISTLER
                                (over radio)
                    That was good.

                                BISHOP
                    Velma.  Velma Janek.  She lives in Montreal
                    where she handles her family's real estate
                    holdings.  Vast real estate holdings.
                    Farms, banks, shopping malls.  Two shopping
                    malls. She supports Gunter but figured he
                    was cheating on her and that's why she hired
                    me.

                                RHYZKOV
                    Bastard liar!

        She utters a few Czech swearwords and starts for the
        door.

                                RHYZKOV
                    I'll kill him...

        Bishop stops her.

                                BISHOP
                    Nonononono, get a hold of yourself, Dr.
                    Rhyzkov.  Get a hold of yourself!  Mm mm!
                    Now what you gotta do is you gotta not tell
                    him you know.

                                RHYZKOV
                    Ha!

                                BISHOP
                    No, you weren't here, we didn't talk.  You
                    don't know me.  You don't know anything
                    about a wife.

                                RHYZKOV
                    Oh!  You just give me one good reason why!

                                BISHOP
                    Alright, I'll give you a reason.

        No answer from the sneakers.

                                BISHOP
                    I'll give you a really good reason.

                                CREASE
                                (to Whistler)
                    It's just what she would want you to do.

                                WHISTLER
                                (over radio)
                    It's just what she would want you to do.

                                BISHOP
                    It's just what she'd want you to do.

                                RHYZKOV
                    I don't understand.

                                BISHOP
                    Yeah, sometimes I don't understand myself.

        He sits her down.

                                BISHOP
                    Here, look, I might lose my license for
                    this.  My client is a vindictive, bitter
                    woman.  She's been withholding marital
                    favors from Gunter for many many years, and
                    now she's out to ruin him.

                                WHISTLER
                                (over radio)
                    And she's using you to get to her.

                                BISHOP
                    And she's using y... uh, me... to get to
                    h... you.  I know that's confusing, but
                    don't you see what's happening here, you and
                    me, we're just pawns in this ugly little
                    game.

                                CREASE
                                (to Whistler)
                    If you love him...

                                WHISTLER
                                (over radio)
                    If you love him...

                                BISHOP
                    If you love him...

        Bishop looks confused.  Nothing else is coming over the
        radio.

                                BISHOP
                    If you really love him, then just keep on
                    loving him, and never let him know that you
                    know what he thinks you don't know, you
                    know.  You know?

                                WHISTLER
                                (over radio)
                    And give him head whenever he wants.

        Crease cracks up.

                                BISHOP
                    And give him he...
                                (suddenly getting it)
                    help.  Be a beacon in his sad and lonely
                    life.  Can you do that for Gunter?

                                RHYZKOV
                                (sobbing)
                    Yes, yes, I can. I can.

                                BISHOP
                    Okay.  Now get out of here.

        Rhyzkov kisses him on the cheek and leaves, sobbing
        quietly.

                                BISHOP
                                (over radio)
                    Give him head?

                                WHISTLER
                    Be a beacon?

        They crack up laughing.

INT. MARTIN BISHOP & ASSOCIATES.  NIGHT.

        The offices are lit up as if for Christmas.  The guys
        are partying and celebrating.  Don Crease has brought
        his wife and young daughter.  Liz dances with all the
        sneakers.  Including Whistler.  Except Bishop.  Mother
        is boring Mrs. Crease with one of his conspiracy
        stories.

                                MOTHER
                    But the key meeting took place July 1, 1958,
                    when the Air Force brought the space visitor
                    to the White House for an interview with
                    President Eisenhower.  And Ike said, hey,
                    look, give us your technology, and we'll
                    give you all the cow lips you want. So
                    that's when...

                                CREASE
                    Honey, don't listen to this man.  He's
                    certifiable.

                                MOTHER
                    Your husband knows about cattle mutilations,
                    he's ex-CIA!

                                CREASE
                    He's touched!

                                MOTHER
                    He knows the government's been suppressing
                    for years.

        Now at a banquet table, Carl has just finished hearing
        the story of Marty and Cosmo's exploits in the 60's.

                                CARL
                    One thing I don't get, though, is you and
                    Cosmo were taking all these chances, all
                    these big chances, I mean, what for?

                                BISHOP
                    We were young.  And there was a war on.  It
                    was a good way to meet girls.

                                LIZ
                    I'll bet.

                                MOTHER
                    How come you didn't get caught?

                                BISHOP
                    I went out for pizza.  Then I went to
                    Canada.  I was lucky, he wasn't.

                                WHISTLER
                    Did he ever forgive you?

                                BISHOP
                    I hope so.  He died in prison.

        A somber silence.

                                BISHOP
                    So, what are you guys going to do with your
                    share of the money? Don?

                                CREASE
                    Well, we have never been to Europe,
                    together, and we are going.  Madrid,
                    Lisbon...

                                MRS. CREASE
                    Athens, oh and Scotland...

                                CREASE
                    And Tahiti..

                                MRS. CREASE
                    Oh, yes!

                                BISHOP
                    Mother?

                                MOTHER
                    Well, you know, I've never actually had a
                    really cool car that I could fit comfortably
                    into.  So I think I'm going to buy me a
                    Winnebago.  With a big kitchen...
                    waterbed... big kitchen...

                                BISHOP
                    Carl?

        Carl has been inhaling helium.

                                CARL
                                (in helium voice)
                    I'd like to have a deep relationship with a
                    beautiful woman who melts from the very
                    first time our eyes meet.

        Everyone laughs.

                                BISHOP
                    We're not getting paid that much, Carl.

                                CARL
                    Well you know, someone like Liz.

                                BISHOP
                    You're definitely not getting paid that
                    much.

        Everyone oooohs.

                                MRS. CREASE
                    Uh oh.

        Liz just taps Bishop.

                                BISHOP
                    Whistler?

                                WHISTLER
                    Uh, peace on earth, good will toward men.

                                MOTHER
                    Right on.

                                WHISTLER
                                (indicating Crease's daughter)
                    And women.

                                BISHOP
                    Hear hear.


LATER.

        Some of the sneakers are playing Scrabble.  Bishop adds
        "S" and "Y" to "CRUNCH".

                                LIZ
                    That's not a word!

                                BISHOP
                    Yes it is.

                                LIZ
                    Scrunchy.

                                BISHOP
                    Yeah!

                                LIZ
                    Scrunchy's not a word.  Scrunchy is not a
                    word.

                                BISHOP
                                (in unison with Liz)
                    Scrunchy.  Scrunchy is a word.

                                LIZ
                    Since when?

                                BISHOP
                    You know what happens to your face?

                                LIZ
                    Oh, please.  It's not a word!

                                BISHOP
                    Right now your face is scrunchy.  You are
                    scrunchy, so that is a word.

                                CREASE
                    All right, we're gonna take it as a word for
                    the time being...

        Meanwhile, Whistler is examining (as best a blind person
        can) the little black box.

                                WHISTLER
                    Carl!

                                CARL
                    Yes?

                                WHISTLER
                    What does it say where this is?

                                CARL
                    Hold on a second here.

        Carl turns on a magnifying lamp.

                                CARL
                    "System Out."

        Crease notices what they are doing.

                                CREASE
                    Guys, I really think you should leave that
                    thing alone.

                                WHISTLER
                    Yeah, I know.  I just wanted to see
                    something, don't worry, Don.
                                (To Carl)
                    How do you spell Setec?

                                CARL
                    S.E.T.E.C.  Setec.
                                (he thinks)
                    Special... Extraterrestrial?

                                WHISTLER
                    Earthling Counter.

                                CARL
                    Boo!

        Meanwhile, Liz is telling a story over the Scrabble
        game, and Bishop is pondering over the letters.
        Apparently it's his turn.

                                BISHOP
                    Setec...

                                LIZ
                    What?

                                BISHOP
                    Setec Astronomy.

                                LIZ
                    I just love it when a man says that to me.

                                BISHOP
                    Setec doesn't mean anything.  Excuse me.

        He pours the scrabble pieces onto the table and puts
        aside the board.  He forms the words "SETEC ASTRONOMY"
        from scrabble pieces.  Then he starts making anagrams
        from those letters.

        Meanwhile, Carl and Whistler are poring intently over
        the Little Black Box.

                                WHISTLER
                    Hmm.  Carl... get me some cable... and an
                    I/O interface please.

        Carl obliges.  Meanwhile, Bishop has come up with the
        anagram: MONTEREYS COAST

                                BISHOP
                    Montereys Coast.  Does Montereys Coast mean
                    anything, you guys?

                                CARL
                    No.

                                WHISTLER
                    No.

        Whistler keeps working.

                                WHISTLER
                    Carl.... get the diagnostics.

        Liz and Bishop find another: MY SOCRATES NOTE.

                                LIZ
                    How about "My Socrates Note?"

                                CARL
                    No.

                                MOTHER
                    Uh-uh.

        They find another: COOTYS RAT SEMEN

                                BISHOP
                    No, I...

                                LIZ
                    No.  No.

        Mother probes different parts of the little black box
        with a test probe, and Whistler's Braille Terminal gives
        him a rapid readout.

                                WHISTLER
                    Uh huh.  Got it.  Move to another one.

        The scrabble letters start resolving into: TOO

                                WHISTLER
                    Mmm hmm.  Give me another one.

        Whistler's Braille Terminal rattles away.

                                WHISTLER
                    Stay in that quadrant.

        The scrabble letters now say TOO MANY

                                WHISTLER
                    It's kind of like the same thing.  Try
                    another quadrant.

        Something comes up on the monitor.

                                WHISTLER
                    Whoa.  What was that?  Go back
                    one.

                                MOTHER
                    All right.

        The monitor fills with data.

                                WHISTLER
                    Holy cow!  What the hell is this?

        Data streams across the screen.

        Now the scrabble letters say, TOO MANY SECRETS

                                BISHOP
                    Too many secrets.

                                WHISTLER
                    Bish, I think you'd better come over here.
                    Carl, you got your little black book?

                                CARL
                    Yes.

                                WHISTLER
                    Give me the number for something impossible
                    to access.

                                CARL
                    What about this: Federal Reserve Transfer
                    Node, Culpepper Virginia.

                                MOTHER
                    Yeah, sure, good luck.

                                CARL
                    900 billion a day go through there.

                                WHISTLER
                    That'll do.  Punch it in.

                                CARL
                    Okay.  You won't get in.  It's encrypted.

        Encrypted text fills the screen.

                                CARL
                    See?

                                WHISTLER
                    Mother, that last contact.

        The encrypted text slowly resolves into plain text.

                                WHISTLER
                    Look at this, boys.  Anybody want to shut
                    down the Federal Reserve?

                                CREASE
                    Hey, hey hey, don't screw around with that
                    thing. You...

        Bishop stops him.

                                WHISTLER
                    What else have you got?

                                CARL
                    The national power grid.

        Whistler chuckles.

                                CARL
                    Okay!

                                WHISTLER
                    Here we come... Mother?

                                MOTHER
                    Probing.

        This time a power grid map of the northeastern United
        States appears.

                                MOTHER
                    Wow... unbelievable!

                                WHISTLER
                    Anybody want to black out New England?
                    Carl, what else?

                                CARL
                    Air Traffic Control System.

                                WHISTLER
                    Hmm.

        The scrambled data comes back.

                                WHISTLER
                    Okay, Mother.

        Mother probes the box.  An Air Traffic Control map of
        the Bay Area comes up.

                                LIZ
                    Oh my God.

                                CREASE
                    How is this possible?

                                WHISTLER
                    Crytpography systems are based on
                    mathematical problems so complex they cannot
                    be solved without a key.

                                LIZ
                    Janek must have figured out a way to solve
                    those problems without the key, and he hard
                    wired it into that chip.

                                CREASE
                    Turn it off.

                                WHISTLER
                    Anybody want to crash a couple of passenger
                    jets?

                                CREASE
                    I said turn it off!

                                BISHOP
                    Turn it off!

        Bishop turns it off.

                                CARL
                    So it's a code breaker.

                                BISHOP
                    No.  It's THE code breaker.  No more
                    secrets.

                                CREASE
                    Honey, you and Melissa get your things.

A MINUTE LATER.

        Crease shows his wife and sleeping child to the door.

                                MRS. CREASE
                    Night-night.

                                CREASE
                    Night-night.

        He shuts the door behind them.

                                CREASE
                    What time is the handoff?

                                BISHOP
                    Nine.  AM.

                                CREASE
                    Well, between now and then we are going to
                    institute some security around here.

        Crease looks for his long-disused sidearm.  He straps it
        on.

                                LIZ
                    Ooo oo oo, this is where I get off.  Nice to
                    see you again, guys.  I'm out of here.

        She starts to leave, but Crease stops her.

                                CREASE
                    Don't take this personally, Liz, but you
                    were the only one who knew Martin's secret,
                    and somebody talked.  So make yourself
                    comfortable, we're all staying right here
                    tonight.

                                LIZ
                                (in her most forcefully calm
                                cadence)
                    No.  I'm getting my bag. And I'm leaving.
                    So relax, Crease.

        Crease stops her again.

                                CREASE
                    I'll relax when we get that damn thing out
                    of here. Until then, you stay.

                                BISHOP
                    What?

                                CREASE
                                (to Bishop)
                    There isn't a government on this planet that
                    wouldn't kill us all for that thing.

        Bishop gets up and walks over to Liz to break the bad
        news to her.

                                BISHOP
                    Sorry.

                                LIZ
                    I see.

                                BISHOP
                    Carl?  Hit the alarm.  Whistler, let's
                    unplug that thing.

                                CREASE
                                (over Bishop)
                    Mother, lock everything down.  Doors and
                    windows.  Then kill the lights.

                                MOTHER
                    You bet.

                                LIZ
                    Thank you for the trust, fellows.

        Time passes.  Bishop paces.  Crease loads his revolver.
        The others sleep.  Fade to black.


INT. MARTIN BISHOP & ASSOCIATES OFFICES.  THE NEXT MORNING.

                                LIZ
                    I really enjoyed sleeping with all you guys.
                    Take care.

        The guys all say goodbye.  Bishop helps her with her
        coat.

                                LIZ
                    I hope the handoff goes well.  I'd hate for
                    you to have something new to run from.

        She leaves.

                                CREASE
                    Martin?  It's time.

                                BISHOP
                    Yeah.

        He packs up the box.

EXT. STREET.  DAY.

        Bishop parks his car on a street by the Bay, in the
        shadow of the Golden Gate Bridge.  Wallace and Gordon
        are waiting for him at a sidewalk cafe table.  Crease
        waits at the car.

                                GORDON
                    'Morning!

                                BISHOP
                    Hi.

                                GORDON
                    Any problems?

                                BISHOP
                    Nope.

                                GORDON
                    Want a cappucino?

                                BISHOP
                    No.

        Bishop hands over the box.  Gordon and Wallace look
        inside. Gordon smiles broadly.

        Meanwhile, Crease notices something on the front
        page of the newspaper:

        MATHEMATICIAN KILLED.  MURDER, ARSON SUSPECTED.

        The face in the picture is Janek's.  Crease realizes
        something horrible.  Ominous music starts.

                                GORDON
                    Got his cheque?

        Wallace opens a briefcase.

                                CREASE
                                (from the car)
                    Hey, Martin!  Telephone!

        He waves a cellphone dramatically.

                                BISHOP
                    Just a minute!

                                CREASE
                    It's your MOTHER.

        Bishop looks back at Gordon and Wallace, whose smiles
        have disappeared.

                                BISHOP
                    She's, uh... she's old.  Excuse me.

        He goes back to the car without the box or any cheque.

                                CREASE
                    Get in the car.

                                BISHOP
                    What?

                                CREASE
                                (emphatically)
                    Get in the car!

                                BISHOP
                    I didn't get the money!

        Gordon starts after him.

                                CREASE
                    Now!

        They get in the car and drive off like a shot.

                                BISHOP
                    What the hell are you doing?  I didn't get
                    the money!

                                CREASE
                    Janek's dead.

                                BISHOP
                    They killed him!

                                CREASE
                    The NSA doesn't kill people, Martin.   Who
                    are they?

                                BISHOP
                    You said it last night, there isn't a
                    government on earth that wouldn't kill for
                    that thing.

                                CREASE
                    Not ours!  Who were those guys?

                                BISHOP
                    There's one way to find out.

        He hangs a star-wars left turn, cutting off another
        driver. They arrive at the building where Wallace and
        Gordon's office was.  "Was" being the proper word: it
        has been demolished.

        A panhandler approaches the car, cup held out.

                                PANHANDLER
                    They took away my home.  Help me out?  The
                    government took away my home.

                                BISHOP
                    My God!

INT. MARTIN BISHOP & ASSOCIATES OFFICES.  RAINING.

        Bishop looks dejectedly out the window to the rainy
        city. Behind him, Crease paces busily.  He's on the
        phone.

                                CREASE
                    Don't tell me you can't do it, because I
                    know you can. And don't tell me you won't do
                    it because I've got to have it. Damnit, I
                    need to know!  And I need to know now!

                                MOTHER
                    Hey, guys, interesting.  That federal
                    building?  It's been scheduled for
                    demolition since August.  It housed the
                    Federal Trade Commission and the Department
                    of Agriculture. It's been vacant for a
                    month.

                                CARL
                    The NSA never had an office in San
                    Francisco!  Their West Coast operations are
                    run out of Los Angeles!

                                CREASE
                    Oh God.  Yeah, thanks.
                                (he clicks the phone off)
                    Janek's grant is from the NSA.

        He throws the phone across the room and bears down on
        Bishop.

                                CREASE
                    How could you be so goddamned stupid?  Two
                    guys show up, say they're government and you
                    just buy it.

                                WHISTLER
                    They probably were government.  Just not
                    ours.

        Bishop looks at the card Greg gave him after the lecture
        and ponders whether to call him.

                                BISHOP
                    Everybody pack up whatever you can.  This
                    place isn't safe.

        Bishop goes to his desk and gets a 38 special.

                                CREASE
                    What do you think you're doing?

                                BISHOP
                    I'm going to a concert.


INT. C.I.S. CONSULATE.

        The string quartet plays masterfully to an intimate,
        formally dressed audience. Greg has a lovely young date
        with him.  Bishop sneaks up behind Greg and pokes the
        revolver into his shoulder.

                                BISHOP
                                (whispering)
                    Keep smiling.

                                GREG
                    Martin, have you lost your mind?

                                BISHOP
                    Excuse yourself.

                                GREG
                                (to his date)
                    My darling, would you excuse me for a
                    moment?

        They leave.

INT. UNDERGROUND SWIMMING POOL.

                                BISHOP
                    Give me back Janek's box, Greg.

                                GREG
                    Martin, I don't have it.  Now, you must
                    believe me.

                                BISHOP
                    No. You used me, you set me up, Greg, no I
                    do not believe you.

                                GREG
                    We had nothing to do with this Janek
                    business.  Not for lack of trying, mind you.
                    Your codes are entirely different from ours.
                    We've never had any luck in breaking them.
                    So Lord knows I wanted that box.  But we
                    didn't take it.

        Bishop puts the gun away.

                                BISHOP
                    Then who did?

                                GREG
                    What I will tell you now I cannot tell you
                    in this building.  Do you understand?  Come.

        He starts back up the stairs.  Bishop doesn't.

                                GREG
                    Martin.  You must trust me.



INT. LIMOUSINE.

        Greg is showing Bishop a spy scrapbook.

                                GREG
                    Him?

                                BISHOP
                    No.

        Greg flips the page.

                                GREG
                    Him?

                                BISHOP
                    No.

        Greg says something in Russian to his driver and flips
        again.

                                GREG
                    Him?

                                BISHOP
                    No.

        Greg puts the book away.

                                GREG
                    I am afraid these books are not as current
                    as they used to be.

                                BISHOP
                    You guys still keep tabs on all our agents,
                    huh?

                                GREG
                    These are just the ones we thought we could
                    turn.  You know, sexual problems...
                    financial troubles...  then we had financial
                    troubles.

        By now Greg is flipping through another book.  Bishop
        stops him.

                                BISHOP
                    That's him.  The older guy.

        The picture is a clear profile of Buddy Wallace.

                                GREG
                    A loathsome man named Buddy DeVries.  A.K.A.
                    Buddy Weber, Buddy Wallace...

                                BISHOP
                    Wallace.  That's him.

                                GREG
                    Hm.  We tried to recruit him in '83.
                    Drinking problem, married three times.  Left
                    the NSA four years ago...  Oh my.

        Greg abruptly slams the book closed.  He is as white as
        a sheet.

                                BISHOP
                    What?

        Greg just looks grim.

                                GREG
                    You disappeared once before, my friend.  I
                    suggest you do it again.

                                BISHOP
                    Why?  Who's he working for?

        A police siren sounds behind them.

                                GREG
                    Your FBI is such a pain in the ass.

        He says something in Russian to the driver.

                                BISHOP
                    Who's he working for?

        The car pulls over.

                                GREG
                    Martin, I can offer you asylum inside this
                    car. Technically it's part of the consulate.
                    Do you wish our protection?

                                BISHOP
                    What?  Who is Wallace working for?

        Someone taps on the window.  It rolls down.

                                FBI AGENT
                    Mr. Bishop?  My name is Special Agent
                    Vestrop, FBI. Please, step out of the
                    vehicle.

                                GREG
                    Do you wish our protection?

                                FBI AGENT
                    Mr. Bishop, get out of the vehicle now.

        Bishop starts to get out.

                                GREG
                    You won't know who to trust.

        Bishop exits the car.  It turns out that they are in a
        tunnel.

                                2nd FBI AGENT
                    Mr. Bishop, step over here please.
                    Hands on the wall, sir.

        Bishop complies.  The agent frisks him, and finds
        Bishop's handgun.  We notice that the agent is wearing
        gloves...

                                FBI AGENT
                    Is this loaded?

                                BISHOP
                    Yes.

        The agent puts on a glove, takes Bishop's gun from the
        other agent, aims it into the car, and executes Greg.
        Greg's driver gets out of the car and runs for it, and
        he is shot in the back. He slowly turns around and
        carefully leaves the weapon on the ground.

                                FBI AGENT
                    Too many secrets!

        Buddy Wallace emerges from the "FBI" car and knocks
        Bishop unconscious with a single blow.  Fade to black.



INT. AUTO TRUNK.
(Trivia nuts: the car's license plate is California 2EAK042)

        Bishop regains consciousness in the trunk of a car.  A
        recurring noise is heard.  He strikes a match so he can
        see.  He squirms around to no avail.  He hears other
        noises and just lies there. Finally the car stops, and
        someone gets out.  The trunk opens, and Buddy Wallace is
        shining a flashlight in Bishop's face.

                                BISHOP
                    Oh, shit.

                                WALLACE
                    What are you doing up?

        Wallace knocks him out again.


INT. COSMO'S OFFICE.

        Bishop regains consciousness in an ultra-modern,
        well-appointed office suite.  With an aquarium full of
        exotic fish, and a Cray supercomputer Cosmo is waiting
        in the shadows.

                                COSMO
                    Pain?

                                BISHOP
                    Yeah.

        Cosmo steps out of the shadows, so that his features can
        be discerned.

                                COSMO
                    Try aspirin.

        Cosmo offers him a small jar of pills.

        He hides the jar in one of his hands, in the same
        magician's style that he hid that coin all those years
        ago.

                                BISHOP
                    Cosmo!

        Cosmo reveals the jar.

                                COSMO
                    I'm sorry if he hurt you.  I'm afraid
                    Wallace doesn't like you very much.

                                BISHOP
                    Yeah.  You ought to have that guy checked
                    for rabies.

                                COSMO
                    Rabies occurs only in warm-blooded animals.
                    Anyway, I couldn't have you talking to the
                    Russians.  Five years ago, yes, we could
                    trust them not to go running to the FBI, or
                    if they did, we could trust the FBI not to
                    believe them; today... we can't trust
                    anybody.

                                BISHOP
                    What the hell's going on here?  Cosmo,
                    what... what happened?

                                COSMO
                    The world changed on us, Marty.  And without
                    our help.

                                BISHOP
                    What happened?

        Cosmo smiles and motions to get up.  Both do.

                                COSMO
                    There I was in prison, and, one day I help a
                    couple of nice older gentlemen make some
                    free telephone calls. They turn out to be...
                    let us say "good family men".

                                BISHOP
                    Organized crime?

                                COSMO
                    Heh.  Don't kid yourself.  It's not that
                    organized. Anyway, they arranged for me to
                    get an early release from my "unfortunate
                    incarceration" and I began to perform a
                    variety of services.

        Cosmo turns on a large monitor.

                                COSMO
                                (continuing)
                    For starters, I re-organized their entire
                    financial operation.  Budgets, payroll,
                    money laundering, you name it.

        Cosmo demonstrates with a computer spreadsheet.

                                COSMO
                                (continuing)
                    And the whole network is protected by a very
                    powerful encryption system, so the
                    government cannot read it.

                                BISHOP
                    But if the feds get Janek's box...

        Cosmo switches off the screen.

                                COSMO
                    Disaster!  Therefore, we must have it.

                                BISHOP
                    To protect the organization.

                                COSMO
                                (hesitantly)
                    Yes.

                                BISHOP
                    No.  I don't buy it.  I know you.

        Cosmo grins.

                                COSMO
                    God, it's good to see you.

        Cosmo silently puts his finger to his mouth, "Shhh", and
        looks to the cieling.  He motions Bishop toward the Cray
        supercomputer's air-conditioned glass compartment.

        As they walk over to the Cray, Cosmo starts whispering.

                                COSMO
                    Remember how to change the world, Marty?
                    Remember?  Did you ever get around to
                    actually doing it?  No?  I guess not. Well,
                    I think I can.

        They enter the Cray compartment.

                                BISHOP
                    Really?

                                COSMO
                    Yes.

        Cosmo continues aloud.

                                COSMO
                    What's wrong with this country, Marty?

        Bishop just looks dumb.  Both men sit down on the Cray's
        padded "seat".

                                COSMO
                    Money.  You taught me that.  Evil defense
                    contractors had it, noble causes did not.
                    Politicians are bought and sold like so much
                    chattel.  Our problems multiply.  Pollution,
                    crime, drugs, poverty, disease, hunger,
                    despair; we throw gobs of money at them!
                    The problems always get worse.  Why is that?
                    Because money's most powerful ability is to
                    allow bad people to continue doing bad
                    things at the expense of those who don't
                    have it.

                                BISHOP
                    I agree.  Now who did you say you were
                    working for?

                                COSMO
                    Oh, that's just my day job.  Listen, when I
                    was in prison, I learned that everything in
                    this world, including money, operates not on
                    reality...

                                BISHOP
                    ...but the perception of reality.

        Cosmo smiles broadly, sensing the old college banter
        coming back.

                                COSMO
                    Posit.  People think a bank might be
                    financially shaky.

                                BISHOP
                    Consequence.  People start to withdraw their
                    money.

                                COSMO
                    Result.  Pretty soon it IS financially
                    shaky.

                                BISHOP
                    Conclusion.  You can make banks fail.

                                COSMO
                    Bzzzt!  I've already done that.  Maybe
                    you've read about a few?

        Bishop puts on a "no shit?" look.

                                COSMO
                    Think bigger.

                                BISHOP
                    Stock market?

                                COSMO
                    Yes.

                                BISHOP
                    Currency market.

                                COSMO
                    Yes.

                                BISHOP
                    Commodities market.

                                COSMO
                    Yes.

                                BISHOP
                    Small countries?

        Cosmo nods.

                                COSMO
                    I might even be able to crash the whole
                    damned system. Destroy all records of
                    ownership.  Think of it, Marty.  No more
                    rich people, no more poor people, everbody's
                    the same, isn't that what we said we always
                    wanted?

                                BISHOP
                    Cos, you haven't gone crazy on me, have you?

                                COSMO
                    Who else is going to change the world,
                    Marty? Greenpeace?

        Bishop laughs.

                                BISHOP
                    You ARE crazy!

        A disappointed Cosmo briskly leaves the compartment.

                                COSMO
                    Tomorrow, they will retrieve your
                    fingerprints from the gun that killed the
                    Russian consular officer.  The following
                    day, those prints will be run through an FBI
                    computer.

        Cosmo taps on a keyboard.

                                COSMO
                    They will come up with a name.

        Cosmo starts entering Bishop's real name, Martin Brice,
        into an FBI computer record.

                                COSMO
                    Martin Brice!  My old and good friend who
                    promised me we would not get in trouble and
                    who I might add, did not.  And then they
                    will check this database in Washington,
                    D.C., which I'm now able to access, thanks
                    to you.

        Now a screenful of random junk resolves into a login
        screen.

                                COSMO
                                (continuing)
                    Of course, no one knows where Martin Brice
                    is, today.  But what if this indicated an
                    alias?

        Cosmo types "Martin Bishop" into a "Known Aliases:"
        field, overtyping "None".

        Bishop is shaken.

                                BISHOP
                    Don't... don't do it, Cos.

                                COSMO
                    Pain?

        Bishop nods.

                                COSMO
                    Try prison.

        Cosmo hits "Enter" and then "Information Updated"
        appears in red on the screen.

        Bishop slumps.

                                COSMO
                    Ciao.

        Buddy Wallace comes up behind Bishop.

                                BISHOP
                    Oh no, not the head.

        Dick Gordon is now also behind Bishop.

                                GORDON
                    Just relax.

        Gordon puts Bishop in a headlock.

                                COSMO
                    No more secrets, Marty.


EXT. SAN FRANCISCO STREET.  DAWN.

        It's dawn atop one of San Francisco's famous slopes.
        Alcatraz Island lies in the distance.  A black car
        crests the hill and screeches to a halt.  Martin Bishop
        is thrown, half conscious, onto the street, and then the
        car takes off.  He painfully gets up, finds his
        bearings, and walks away.



INT. APARTMENT BUILDING.

        Bishop knocks on the door of apartment 4B.


INT. LIZ'S APARTMENT.

        Liz, wearing a bathrobe, answers the door.  She gasps at
        Bishop's condition.

                                BISHOP
                    I've had a bad night.

                                LIZ
                    Really.  You look terrific.

                                BISHOP
                    You look awful.

        Liz, who is not wearing any makeup and looks like she's
        just gotten out of bed, nevertheless looks stunning as
        always.

                                LIZ
                    Well, I should think so, considering what
                    I've been through.

                                BISHOP
                    What happened?

                                LIZ
                    You tell me.

        They go to her bathroom.

                                BISHOP
                    Oh, you got hit over the head twice and got
                    thrown out of a speeding car?

                                LIZ
                    No.  Here, let me do this.

        She cleans up the cut to his head.  It stings.

                                BISHOP
                    I'm sorry.

                                LIZ
                    It's okay.  I understand.

        Bishop looks her in the eye.

                                BISHOP
                    I'm sorry.

        They embrace mournfully.

                                LIZ
                    The paper said that Greg was killed.  I
                    called your number and someone else
                    answered.  I didn't recognize the voice.

                                BISHOP
                    I can't do this alone, Liz.

                                LIZ
                    I'm here.

        Bishop makes a phone call.

                                BISHOP
                                (into phone)
                    We have to meet.


LIZ'S APARTMENT.  LATER.

        A television news show goes in-depth about Greg's
        murder.

                                ANCHOR
                    The FBI says the fingerprints found in the
                    embassy car match those taken from the
                    office of a government researcher found
                    murdered earlier this week in Palo Alto.
                    The connection was made after a Bay Area
                    radio station received an anonymous tip
                    linking the two killings.

                                BISHOP
                    Yeah, I'll bet it was anonymous.

        He turns off the TV.

                                BISHOP
                    Son of a bitch!

                                CREASE
                    All right, it's time we call the
                    authorities.

                                MOTHER
                    Oh yeah.  Great.  Now that we're accessories
                    to espionage and murder.

                                CREASE
                    All the more reason to turn ourselves in
                    now, while we can still cut a deal!

                                MOTHER
                    With what? We got bupkus! We turn ourselves
                    in now, they'll give us twenty years in the
                    electric chair!

                                CREASE
                    You think I like it?  Goddamnit, I've got a
                    family!  But we have no other choice.

                                BISHOP
                    Yes, we do.  We make the call, but we make
                    it our way. Unload the van.


A FEW MINUTES LATER.

        The sneakers are turning Liz's apartment into an
        electronic command center.  She meekly holds the door.

                                CARL
                    Thanks.  Nice apartment.


A FEW MORE MINUTES LATER.

        A map of the world is displayed on a computer screen.
        Lines start forming between different points.

                                WHISTLER
                    I'm going to bounce this call through nine
                    different relay stations throughout the
                    world and off two satellites. It'll be the
                    hardest trace they've ever heard.

        Mother proudly shows off an impressive-looking pen
        register machine.

                                MOTHER
                    This'll measure stress in the voice of the
                    person on the other end of the line.  Not as
                    accurate as a polygraph, but for today's
                    purposes it'll do.

        It becomes apparent that we've seen Whistler and
        Mother's little presentations through Liz's eyes.

                                LIZ
                    Unbelievable.

                                BISHOP
                    Let's do it.

        Bishop places Liz's phone handset in an acoustic coupler
        and dials.

                                OPERATOR
                    Fort Meade, Maryland.  Good afternoon.

                                CREASE
                                (whispering)
                    Try director of ops.

                                BISHOP
                    Uhm, National Security Agency, director of
                    operations please.

                                OPERATOR
                    What extension, please?

                                BISHOP
                    Uhm, sorry, I forget the number.  Uh, could
                    I please have director of operations?  It's
                    very important.

                                OPERATOR
                    What extension, please?

                                CREASE
                                (whispering)
                    Try research.

                                BISHOP
                    Give me research.  It's an emergency.

                                OPERATOR
                    I need an extension or a name.

                                BISHOP
                    Setec Astronomy.

        The operator is silent for a few seconds.  Her tone of
        voice changes dramatically.

                                OPERATOR
                    One moment, please.

        A link on Whistler's phone connection display blinks.
        Weird noises in his headset signal him.

                                WHISTLER
                    They've started the trace.

        A deep-voiced man comes on the line.

                                ABBOTT
                                (on phone)
                    Who is this, please?

                                BISHOP
                    It's my dime, I'll ask the questions.  Who
                    are you?

                                ABBOTT
                    Well, let's say my name is... Mr. Abbott.

        Mother's lie-detecting pen register wavers a little.

                                MOTHER
                                (whispering)
                    True.

                                WHISTLER
                    They've made the second leg!

        Another link on Whistler's display blinks.

                                BISHOP
                    Mr. Abbott, are you interested in Setec
                    Astronomy?

                                ABBOTT
                    I'm interested in all kinds of astronomy.

        Mother's pen register wiggles a little bit.

                                MOTHER
                                (nodding)
                    Yup.

                                BISHOP
                    Cute.

                                WHISTLER
                    They've got the satellite and Tokyo.  These
                    guys are good!

                                BISHOP
                    I need to know if you're someone who can
                    make a deal.

                                ABBOTT
                    Go on.

                                BISHOP
                    Can you deal?

                                ABBOTT
                    Yes!

                                MOTHER and CARL
                                (in unison)
                    True.

        Another link on Whistler's display blinks.

                                WHISTLER
                    They're across Transcom, you've got about
                    twenty seconds, Bish!

                                BISHOP
                    If I come in with what I know, can you
                    guarantee my safety?

                                ABBOTT
                    Do you have the item?

        Crease shakes his head and mouths "No."

                                BISHOP
                    No.

                                WHISTLER
                    Fifteen seconds!

                                BISHOP
                    Can you guarantee my safety?

                                ABBOTT
                    Where is the item?

                                BISHOP
                    Can you guarantee my safety?

                                WHISTLER
                    Five seconds!

                                ABBOTT
                    Yes, I can guarantee your safety.

        The pen register goes crazy.

                                MOTHER
                    Bish, he's lying!

                                WHISTLER
                    Hang up, they've almost got us!

                                MOTHER
                                (excitedly)
                    He's lying!

                                WHISTLER
                    Hang up, Bish!

                                MOTHER
                    He's lying, he's lying!

                                WHISTLER
                    Hang up!

        Whistler gets up and blindy fumbles across the room.

                                MOTHER
                    There's got to be a way to cut a deal with
                    those guys.

                                CREASE
                    Too late.  If we had the box, yes.  Without
                    it, no.

                                CARL
                    So let's get this fricking thing!

                                BISHOP
                    I don't know where it is, remember?

                                WHISTLER
                    What did it sound like?

                                MOTHER
                    You've no idea at all where they took you?

                                BISHOP
                    No!  They threw me in a trunk, drove around
                    in circles. It could be a hundred miles
                    away, it could be next door, it could be
                    underground, it could be in a skyrise.
                    Forget it!

                                WHISTLER
                    Bish, what did it sound like?

                                BISHOP
                    What?

                                WHISTLER
                    The road.  When you were in the trunk, what
                    did the road sound like?

                                BISHOP
                    Well, I don't.... highway, a regular
                    highway.

                                WHISTLER
                    Well, did you go over any speedbumps?
                    Gravel?  How about a bridge?

                                BISHOP
                    Bridge.  Yeah.

                                MOTHER
                    Four bridges in the Bay Area.

                                WHISTLER
                    Was the Golden Gate fogged in last night?

                                CREASE
                    Yes.

                                WHISTLER
                    Did you hear a foghorn?

                                BISHOP
                    No.

                                CREASE
                    Scratch the Golden Gate.

                                CARL
                    That leaves three.

                                WHISTLER
                    What did it sound like?  Did you go through
                    a tunnel in the middle?

                                BISHOP
                    I'm not... no.

                                CREASE
                    Scratch the Bay.

                                CARL
                    Well that leaves two.

                                MOTHER
                    San Mateo and Dunbarton.

                                WHISTLER
                    What did it sound like?

        Whistler, by now, has set up a musical synthesizer and
        is making noises with it.

                                BISHOP
                    Lower.

        Whistler lowers the pitch of the noise a couple of
        notches.

                                BISHOP
                    Lower.

        Whistler lowers the noise again.

                                BISHOP
                    There was a recurring sound.

                                WHISTLER
                    Like seams in the concrete.

        Whistler adds a recurring thumping to the noise.

                                BISHOP
                    But further apart.

        Whistler slows the thumping.

        Bishop's eyes light up.

                                BISHOP
                    Yeah.


EXT. BRIDGE.  DAY.

        The sneakers' van drives across a very long concrete
        bridge. The tire noises sound almost exactly like the
        noises Whistler synthesized earlier.


INT. VAN.

                                MOTHER
                                (yelling from driver's seat)
                    Now what?

                                BISHOP
                    Bumps.  Rough ones.

                                CREASE
                    Railroad tracks.

                                CARL
                                (reading map)
                    Yeah, a right on Anthrem and a left on
                    eighty-four.

                                WHISTLER
                    And then what did you hear?

                                BISHOP
                    A cocktail party.

                                CARL
                    What?

                                BISHOP
                    We drove through what sounded... it sounded
                    like a...
                                (realizing how dumb it sounds)
                    cocktail party.  It was a chattering.  It
                    was right at the end.

                                CREASE
                    Great.  Now we gotta look for a cocktail
                    party on the other side of the railroad
                    track.

                                WHISTLER
                    Wait, Carl, what's the exit where the
                    railroad tracks are?

                                CARL
                    Crescent!

                                WHISTLER
                    Well then stay on Crescent, get off at the
                    reservoir.

                                MOTHER
                    Okay!

                                CREASE
                    There's a cocktail party at the reservoir?

                                WHISTLER
                    Uh, yeah.  Yeah.


EXT. RESERVOIR.

        A busy chattering can be heard.  It *is* kind of like a
        cocktail party.

                                WHISTLER
                    That was very good, Bish.  Remind me to make
                    you an honorary blind person.

                                BISHOP
                    Great.

        We see the sneakers looking at hundreds, maybe thousands
        of geese on the bank of the reservoir.

                                BISHOP
                    Where's this road go?

                                CARL
                    Nowhere.  Looks like it ends right around
                    that hill.

                                CREASE
                    What's behind the hill?

                                CARL
                    Nothing.  It's private property.

        Bishop realizes what this means.

                                BISHOP
                    Private!

        The sneakers hurry back into the van, and leave the
        geese behind them.


SHORTLY AFTER.

        They arrive a couple of hundred yards from a big, modern
        building.  Carl looks around through binoculars.  A flag
        flies out front.  A corporate sign:

                            PlayTronics
                        The Future of Toys

                                CARL
                    Forget it.  It's a toy company.

        Bishop takes the binoculars.

                                BISHOP
                    Toy company my ass.  That's laser fencing.
                    There's high voltage on the perimeter.  The
                    whole building says "Go Away." It's Cosmo, I
                    know it.  The toy company's a front.
                    Mother, get the directional.  Carl, get the
                    video.  Let's go.

MINUTES LATER.

        Mother is aiming a super-directional microphone at
        different points on the building.  Whistler listens
        carefully.

                                MOTHER
                    Second floor, northwest two.

                                WHISTLER
                    That's a bathroom.

                                MOTHER
                    Second floor, northwest three.

                                WHISTLER
                    Uh, that's an emergency exit.

                                MOTHER
                    How do you know that?

        Crease is making a diagram as they go.

                                WHISTLER
                    I can hear the emergency floodlight
                    batteries recharging.

        Mother moves onto another one.

                                WHISTLER
                    Hold it right there.  Crease, what's this
                    mean: "My voice is my passport, verify me?"

                                CREASE
                    Some sort of voiceprint ID.  I'll check it
                    out.

                                WHISTLER
                    What am I listening to now, Mother?

                                MOTHER
                    Third floor southwest.  Corner.

                                WHISTLER
                    Oh, it's bursting with ultrasonic.  I've
                    never heard sensors that powerful before.
                    Bish, someone is very serious about keeping
                    people out of that room.

                                BISHOP
                    Yeah.

        Bishop camouflages a video camera.


INT. LIZ'S APARTMENT.  DAY.

        Mother points out a single lighted window in a
        time-lapse video of the building.  In the time lapse,
        dawn breaks.

                                MOTHER
                    Okay, there's the corner room with the
                    motion detectors Whistler heard.

                                BISHOP
                    That's Cosmo's office.  I saw the sensors.

                                MOTHER
                    They keep the lights on all night, so we
                    have to assume the sensors are on too.  It
                    won't be easy getting in there.

                                BISHOP
                    Okay, run this on ahead, let's figure out
                    who works next door.

        Carl bursts in excitedly.  He's carrying a large,
        rolled-up blueprint.

                                CARL
                    It's fascinating what fifty bucks can get
                    you at the county recorder's office.

                                BISHOP
                    What have you got?

                                CARL
                    PlayTronics Corporate Headquarters.  The
                    complete blueprints.

                                BISHOP
                    Not bad.  Not bad, Carl!

                                CARL
                    Why, thanks.

                                BISHOP
                    Where'd you get the fifty bucks?

                                CARL
                    I took it from Mother's wallet.

                                BISHOP
                    Good.

        Liz is on the phone.

                                LIZ
                    No, mom.  Today's not a good day to come
                    over.  N...No...

        Bishop walks past her and into her kitchen.  In there,
        Crease is unpacking a large machine.

                                BISHOP
                    Okay, what have we got here?

                                CREASE
                    It's called a man-trap.  I borrowed this
                    demo from the manufacturer.

                                WHISTLER
                    It's a digital voice recognition monitor,
                    hooked up to an access booth.

                                CREASE
                    NSA uses the same technology to keep people
                    out of restricted areas at Fort Meade.
                    Card?

        He hands Bishop a card.  Bishop swipes it through the
        machine's card reader.

                                CREASE
                    Now speak right into this box.

        He indicates a speaker-like grille.

        Bishop reads from the screen.

                                BISHOP
                    Hi.  My name is Martin Bishop.  My name is
                    my passport. Verify me.

        The machine buzzes and replies:

                *** ENTRY DENIED ***

                                WHISTLER
                    And you can't pass through unless your
                    voiceprint matches the one encoded on the
                    card.

                                BISHOP
                    So we need someone's card.

                                CREASE
                    And their voice.

                                BISHOP
                    Can we beat this with tape?

                                WHISTLER
                    Has to be up close and personal.

                                CREASE
                    Otherwise you'll be caught in the
                    steel-reinforced booth while the guards with
                    shotguns are called.

                                BISHOP
                    Oh, that's great.  Really great.  What about
                    motion detectors?

                                CREASE
                    I'm picking one up this afternoon.  That
                    makes beating this look easy.

                                MOTHER
                                (from the other room)
                    Hey Bish.  I think we've found our guy.

        Mother's video screen shows the Playtronics building
        with just a few lights left on.

                                MOTHER
                    Okay, I've blown up the image a little.
                    Here's the room next to Cosmo's.  Now it's
                    the end of the day.

        Some lights go out in the building.

                                MOTHER
                                (continuing)
                    Watch who comes out.  Let me zoom in on the
                    front door.  A lady in a green skirt, and
                    this guy with the cap. Nobody comes out for
                    another eighteen minutes.

                                BISHOP
                    So it's one of those two.

                                MOTHER
                    Right.  Now here's the next evening.  Again.
                    The office next to Cosmo's.  The lights go
                    out.

                                BISHOP
                    The guy in the cap.  Anybody else?

                                MOTHER
                    Nobody else comes out for twenty-two
                    minutes.  That's who works next door.

                                BISHOP
                    Good.  Okay,  we'll use his office to get
                    into Cosmo's. Can we get plates?

                                MOTHER
                    Let's see.  Zooming in...

        He zooms in on the license plate of the car the guy in
        the cap got into.

                                MOTHER
                    Another bump... enhancing...

        The plate comes into clear focus: California plate "180
        IQ".

                                MOTHER
                    There's your plate.  180 IQ.

                                BISHOP
                    Hah.  Cute.  Alright.  Carl?  Let's do this
                    guy.

        Crease looks up the guy's Motor Vehicle Report.

                                CREASE
                    His name's Werner Brandes.  Single, 6'1",
                    174 pounds, must wear glasses to drive, no
                    outstanding tickets or warrants.

        Bishop looks over surveillance photos of Brandes and his
        car. With a magnifying glass.

                                CARL
                    He leaves work between six and seven every
                    night, takes the same route home, he obeys
                    the speed limit and comes to a complete stop
                    at every stop sign, and signals when he
                    changes lanes.  He's a very safe driver.

                                CREASE
                                (now looking up Brandes' credit report)
                    $750 limit on his Visa, pays his bills, no
                    bad debts, no bum checks.  No registered
                    firearms.  Member, International Microchip
                    Designer's Association and chairman of the
                    social committee.

                                BISHOP
                    Great.  The world's most boring human.  How
                    the hell are we going to get close enough to
                    record him?

        Bishop and Crease are startled by a crashing sound from
        the kitchen.  It's garbage.

                                LIZ
                    Oh, Mother!

        Mother walks in carrying two garbage bags.

                                MOTHER
                    Sorry, Liz.  Standard procedure.  Trash from
                    the guy's house.

                                LIZ
                    And thank you for bringing it into mine.

        The sneakers dump the trash out onto the floor and begin
        sifting through it.

                                BISHOP
                    Okay, let's see here.  Phone bill, no long
                    distance. Club Med brochure.  Ticket stubs
                    to a Barry Manilow concert. Here it is. Here
                    we go.  "Dear Compu-dater.  Welcome to the
                    world of automated compatibility."  He's a
                    computer dater!

                                CREASE
                    I love it!  Let's get him a date!

                                BISHOP
                    What was the name of that gal that we did...
                    used in the cereal company sneak last year?

                                CREASE
                    Sandy Krieger?

                                BISHOP
                    Yeh.

                                CREASE
                    Forget it.  Married a cop.  How about...
                    Barbara?
                                (To Mother)
                    She was cute.

                                MOTHER
                    Yeah, but she'd never do it.  She regards
                    this work as juvenile.  That's why she
                    divorced me.
                                (To Carl)
                    How about your friend Jessie?

                                CARL
                    Yeah, she's buff!

                                LIZ
                    Fellas, fellas, look at this man's trash!
                    He's not looking for buff.

        Mother holds up two neatly folded empty cereal boxes.

                                MOTHER
                    It's the nicest garbage I've ever seen.

                                LIZ
                    The man who folded this tube of Crest is
                    looking for someone meticulous, refined.
                    Anal.

        All the sneakers look at her.  She's just described
        herself wonderfully and hasn't quite noticed yet.

                                LIZ
                    What...?


INT. CHINESE RESTAURANT.

        An asian man is on stage, singing "Bad, Bad Leroy Brown"
        in Chinese.

        Liz winds her way through the restaurant to find
        Brandes.  When she finds him, he is putting in eye
        drops.  He stands to greet her.

                                LIZ
                    Werner?  Hi!  I'm Doris.

                                BRANDES
                    Uh... hi!  Are you ready for the Dim Sum
                    bar?

                                LIZ
                    Oh, I'm not really in any hurry.

                                BRANDES
                    Alright.  I'll be right back.

        He takes off.  She sits down and waits.  She checks her
        hidden microphone and pulls out a notepad.  The notepad
        has written on it:

           Hi, my name is Werner Brandes.  My voice is my
           passport. Verify me.

        She scratches off "Hi."  Werner returns with a plate of
        Dim Sum.

                                LIZ
                    So.  What an interesting name you have.

        Werner stuffs a spring roll in his mouth whole, and
        starts munching.

                                LIZ
                    How exactly do you pronounce it?

        Werner's mouth is full.  He mumbles his reply.

                                BRANDES
                                (mumbling)
                    Muumuu Mammbed.


INT. LIZ'S APARTMENT.

        Close-up on a high-tech looking motion sensor.

                                CREASE
                    This is what's in Cosmo's office.

        Mother enters the room and waves.  The sensor beeps.

                                CREASE
                    Best motion sensor on the market.

                                MOTHER
                    And watch this!

        Mother breathes on the sensor.  It beeps again.

                                CREASE
                    Also responds to thermal differentials.

                                BISHOP
                    Does this have a happy ending?

                                MOTHER
                    Oh yeah.  We can wrap you in a full body
                    suit of neoprene heat-resistant rubber.

        He demonstrates with a neoprene wetsuit.

                                MOTHER
                                (continuing)
                    Or we can raise the temperature in Cosmo's
                    office to 98.6 degrees.  Which is probably
                    what we'll have to do, because the neoprene
                    would suffocate you.  Either way, you've got
                    a top speed of...

        He slowly moves his neoprene-shielded hand across the
        sensor.
                                MOTHER
                                (continuing)
                    ...two... inches... per... second... any faster
                    than that...

        He waves the hand quickly, the sensor beeps.

                                MOTHER
                                (finishing)
                    and... big guys with guns. But, you'll
                    probably do fine.

                                BISHOP
                    Since when am I the one that...

        Mother cuts him off.

                                MOTHER
                    This is the same model of answering machine
                    that Janek used for the shell of his box,
                    now that's what you'll be carrying across
                    the floor at two inches per second.  I got
                    that for you because I figured that you'd...
                    you know, just wanna practice with it.
                    Remember to... go real slow!

                                BISHOP
                    Slow.

                                CREASE
                                (facetiously)
                    You get all the fun stuff!


INT. CHINESE RESTAURANT.

        Liz has crossed off all the words except "Passport."  A
        waiter is vacuuming the floor.  This date should have
        ended a long while ago.  Werner comes back to the table,
        the waiter says something to him in Chinese.

                                LIZ
                    So, what about travel?  Where do you like to
                    go?  Europe? Mexico?

                                BRANDES
                    Uh, I don't know, I've never been out of the
                    country. Look, I think they want us to
                    leave.

        He grabs her arm.  She grabs back and forces him to sit
        down.

                                LIZ
                    Sit down, Werner.
                                (she laughs)
                    Oh, talk to me.  You know what?  I really
                    love the sound of your voice.

                                BRANDES
                    Really?  I always thought it was kind of
                    nasal and pinched.

        His voice IS nasal and pinched.

                                LIZ
                    Oh, no, not at all, it's lovely.  And, um,
                    there's this one word... I've always loved
                    the sound of this word...

                                BRANDES
                    Well?

                                LIZ
                    Oh, no!  Oh, no, you wouldn't... no...

                                BRANDES
                    No, I would, what?

                                LIZ
                    Never mind, no.

                                BRANDES
                    No, what?  Please.  What?

                                LIZ
                    I would really... like to hear you say the
                    word... "passport"...

        Brandes looks confused.

                                BRANDES
                    Passport?

        Liz sort of half laughs, half moans with excitement.
        She kisses him on the cheek.

                                LIZ
                    You know, you're right, we ought to leave.

                                BRANDES
                    Uh, Doris?  Would you like to have breakfast
                    with me?

                                LIZ
                    Sure, fine.

                                BRANDES
                    Shall I phone you or nudge you?

        Liz looks around, discomforted.

                                LIZ
                    Check, please!


INT. SNEAKER VAN.

        Whistler is assembling a tape loop of the words Liz got
        Brandes to say.  It sounds unnatural but seamless.

                                RECORDING
                    Hi!  my, name. Is, Werner Brandes.  My.
                    Voice? is my. Passport???  Verify.  me...


EXT. PLAYTRONICS BUILDING.

        Carl, posing as a groundskeeper, prunes a shrub and
        walks across the parking lot and up to the building.


INT. PLAYTRONICS SECURITY BOOTH.

                                SECURITY GUARD
                    Is that the gardener?  I thought they
                    already left.

                                SECURITY GUARD #2
                    I guess not.


INT. PLAYTRONICS LOBBY.

                                CARL
                                (to Desk Guard)
                    May I use your john, please?

        Carl walks past an ornery-looking security gate and into
        the men's room.  He climbs up into a duct above the
        cieling, and starts crawling around.  Outside, the desk
        guard notices that he's been in a while.  He goes into
        the men's room, but it's unoccupied.  He goes back to
        the desk and starts to make a phone call.

                                SECURITY GUARD
                    Uh, listen, a few minutes ago a gardener
                    came...

        He notices a gardener outside raking leaves.

                                SECURITY GUARD
                    Skip it, I see him.

        The other gardener is Mother.

                                MOTHER
                    Okay fellas, I'm out of here.  Carl, have a
                    nice ride.

INT. ELEVATOR SHAFT.

        Carl jumps onto the roof of a moving elevator.  He gets
        off in another shaft, and enters a boiler room.  In the
        boiler room, he sets a thermotstat.  The temperature
        display starts rising.


INT. BRANDES' HOUSE.  KITCHEN.

        Brandes is cooking something.

                                LIZ
                    Ooo.  It's hot in here.

                                BRANDES
                                (chuckling)
                    Uh huh!

                                LIZ
                    Maybe I'll just open this window a little
                    bit.

        She goes over to a window and opens it.

                                BRANDES
                    I'll join you as soon as I'm finished
                    pounding these breasts.

        Liz laughs and passes something to Mother, who is
        waiting outside.

                                BRANDES
                    You know, the best thing about this meal,
                    besides it's absolutely fabulous, is it only
                    has 400 calories.

                                LIZ
                    Oh, great!

                                BRANDES
                    You know, I'm very concerned about what we
                    eat.

                                LIZ
                    You are.

        Mother rifles through Brandes' wallet and finds a card.

                                BRANDES
                    What would you say is the ideal diet?

                                LIZ
                    I sort of... eat, you know, sort of on the
                    run... You know, I'm really busy, so...

        Mother whistles unobtrusively.

                                BRANDES
                    Okay, I'll tell you, the ideal diet - don't
                    laugh - is the bottom of the monkey cage.

        Liz takes the wallet back from Mother.

                                LIZ
                    I'm sorry, what did you say?

                                BRANDES
                    Take a look at the bottom of the monkey
                    cage.  You have, uh, greens...

        Someone knocks on the door.

                                LIZ
                    Is there someone at your door?

                                BRANDES
                    I'm not expecting anyone.

        Brandes checks the front door.  While he's not looking,
        Liz replaces his wallet.

                                BRANDES
                    No, nobody there.

        Liz, Oh, I'm sorry.

                                BRANDES
                    We're all alone.

                                LIZ
                    Ah.  I'll just close the window.  It's okay
                    now.

        She closes the window.  Brandes goes back to his
        cooking.

                                BRANDES
                    No, but it's true, I read that once.

                                LIZ
                    Bottom of the monkey cage!  What are you
                    talking about?

                                BRANDES
                    You have fruit, you have greens, you have...

        Mother drives away.


INT. PLAYTRONICS BULDING.

        A security guard watches a monitor.  The phone rings.

                                SECURITY GUARD
                    Good evening, Playtronics.

        Bishop casually walks up to the security gate.  He
        swipes Brandes' card through.  The gate lets him
        through.  A printout shows that Werner Brandes has
        entered through the front entrance at 8:20 PM on October
        26.  Inconvenient time to answer the phone...


INT. SNEAKER VAN.

        Mother is reading a tabloid.

                                MOTHER
                    Cattle mutilations are up!

                                CREASE
                    Don't!

                                MOTHER
                    Sorry.


INT. PLAYTRONICS CORRIDOR.

        Bishop, now wearing glasses, strides through the
        corridor.  He enters a stairwell and goes up.  He
        attaches a small black box to the security camera.


INT. SNEAKER VAN.

        Suddenly, a bank of security monitors in the van light
        up with pictures from inside the building.

                                MOTHER
                    Hey, here we go.

                                CREASE
                                (on radio)
                    Martin, we've got video.

                                MOTHER
                    Whsitler, hit record.

                                WHISTLER
                    Rolling.

                                CREASE
                                (continuing)
                    The pictures are coming in fine.  You are
                    clear all the way up to the man-trap.


INT. PLAYTRONICS CORRIDOR.

        Bishop swipes Brandes' card again and enters the
        man-trap.  He plays a tape.  It's too fast.  The machine
        buzzes gently and says:

             *** ENTRY DENIED ***
           Please speak more slowly.

        Bishop quickly rewinds.  He plays it back normal speed.

                                RECORDING
                    Hi!  my, name. Is, Werner Brandes.  My.
                    Voice? is my. Passport???  Verify.  me...

        The machine displays "*** THANK YOU ***" and lets him
        through.

        He enters Brandes' office using the card.  A security
        printout clicks to register the fact.  He empties his
        briefcase and takes off his tie.


INT. BOILER ROOM.

        The temperature gauge now says 88.1 degrees and rising.


INT. BRANDES' OFFICE.

        Bishop is up in the cieling, now moving over Cosmo's
        office.  He lifts a panel and looks down.  The sensors,
        the Cray, the designer wire furniture, and the metal
        briefcase containing Janek's box are all in plain view.
        He lowers a sound sensor into the room.

                                BISHOP
                    There's a three foot area in the corner just
                    outside the sensors' range.


INT. SNEAKER VAN.

                                CREASE
                    Good.  Hold on.  Whistler?

                                WHISTLER
                    Carl, how's the weather?


INT. BOILER ROOM.

                                CARL
                    98.6 and holding!


INT. SNEAKER VAN.

                                WHISTLER
                    Beauty.  We got body temp, Crease!

                                CREASE
                    Go.


INT. CIELING CRAWLSPACE.

        Bishop carefully lowers himself into Cosmo's office, in
        the area behind the sensors that is out of their range.
        He starts walking excruciatingly slowly.


INT. BRANDES' HOUSE.

        Liz is looking out the window.

                                BRANDES
                    Once again, I am so sorry about dinner.

                                LIZ
                    No, it was really delicious.

                                BRANDES
                    No, no, I overcooked the carrots.

                                LIZ
                    No, I like them really squishy like that.

        Liz notices a stuffed toy dog.

                                LIZ
                    That's cute!

        Brandes lights up.

                                BRANDES
                    Oh, uh watch.  Watch this!

        Brandes snaps his fingers.

                                BRANDES
                    Play dead!

        The toy dog rolls over onto its back.

                                LIZ
                    Great!

        Brandes laughs.

                                BRANDES
                    I designed the voice recognition chip.

                                LIZ
                    What a thing to do.  Could I just make a
                    quick phone call?

                                BRANDES
                    Sure, uh, it's in the bedroom.

                                LIZ
                    Upstairs?

                                BRANDES
                    Yeah, just go upstairs and then you walk
                    straight forward.  And the first one is a
                    closet.

        She goes.  The toy dog thinks it hears a command: "Walk
        Straight Forward."  It complies and walks straight
        forward.  It knock's Liz's purse off the table.

                                BRANDES
                    Oh pooch.  Look what you've done to Doris'
                    purse!

        He picks up the purse, and her wallet which has fallen
        out.  It opens up to her driver's licence.  He takes a
        look and realizes that Liz's name is not Doris.

                                BRANDES
                    Hmm.


INT. COSMO'S OFFICE.

        Bishop continues to walk painstakingly across the room.


INT. BRANDES' BEDROOM.

        Liz is on the phone, but it's just ringing.  Brandes
        arrives at the door and knocks.

                                BRANDES
                    Psst.  What do you say we go for a ride...
                    Doris.


INT. COSMO'S OFFICE.

        Bishop is still moving across the room at top speed, 2
        inches per second.


INT. SNEAKER VAN.

                                CREASE
                    I don't believe it!  Now what are you
                    saying, the NSA killed Kennedy?

                                MOTHER
                    No, they shot him, but they didn't kill him.
                    He's still alive!

                                CREASE
                    That's it.  I've had it.  I don't want to
                    talk to you anymore.  You just do your job.
                    I don't want to talk to you anymore.

                                MOTHER
                    Okay, fine.  It was the same people who
                    framed Pete Rose.

                                CREASE
                                (exasperated)
                    Ugh!


EXT. ROAD TO PLAYTRONICS.  NIGHT.

        Brandes is driving to work.  At night.  With Liz.

                                LIZ
                    Boy, this was fun.  Want to go back?

                                BRANDES
                    Oh, no, we're almost there.

                                LIZ
                    Almost where?


INT. SNEAKER VAN.

                                MOTHER
                    Crease.

                                CREASE
                    Forget it.

                                MOTHER
                    No, no, no, Crease.

                                CREASE
                    Forget it!

                                MOTHER
                    Werner just pulled up.  He's got Liz with
                    him.

                                CREASE
                    Oh no.

        Crease gets on the radio.

                                CREASE
                    Martin, I think you'd better hurry.


INT. COSMO'S OFFICE.

                                BISHOP
                    The one thing I can't do is hurry.

        He opens the briefcase.  Inside is Janek's answering
        machine.


INT. PLAYTRONICS FRONT DESK.

        Liz protests incomprehensibly as Brandes drags her to
        the security guard.

                                BRANDES
                                (mimicking Liz)
                    Come on, I want you to say it for me just
                    one time, "Passport", you have such a
                    beautiful voice!

        They reach the guard.

                                BRANDES
                    Hi.  I'm Dr. Brandes, I work up on three,
                    and I believe that this phoney is involved
                    in some kind of plot to break into my
                    office.

                                SECURITY GUARD
                    Hold it, hold it!  Let me see your entry
                    card.

        Brandes doesn't have it.

                                BRANDES
                    You took my card!

                                LIZ
                    What card?  See, I...

        They go on arguing, and another security guard behind a
        booth makes a phone call upstairs.

                                SECURITY GUARD #2
                    Sir, we have a problem.


INT. COSMO'S OFFICE.

        Carrying Janek's box, Bishop inches his way back across
        the room.  He makes it back to the sensors' blind spot.


INT. PLAYTRONICS FRONT DESK.

        Dick Gordon and Buddy Wallace arrive on the scene.  Liz
        and Brandes are still arguing with the desk guard.

                                BRANDES
                    ...now there is a great idea, call the
                    police!  I'm very sorry to disturb you, but
                    I think that someone is trying to break into
                    my office!

        Now Cosmo shows up.

                                COSMO
                    Let's take a look at his office.


INT. BRANDES' OFFICE.

        Bishop hurriedly puts everything back in his briefcase.


INT. STAIRWELL.

        Cosmo, Gordon, Liz, Wallace, and Brandes make their way
        upstairs.


INT. BRANDES' OFFICE.

        Bishop grabs his briefcase and goes back up inside the
        cieling.


INT. PLAYTRONICS CORRIDOR.

        Cosmo uses a remote control to completely bypass the
        man-trap. All five walk through.  They arrive at
        Brandes' office and hit the lights.  Bishop has *just*
        made it.  Brandes looks around.

                                COSMO
                    Well?

                                BRANDES
                    Well, uh, everything seems to be in order.

                                COSMO
                    Does it?

                                BRANDES
                    Yessir.

                                GORDON
                    We're very sorry to have troubled you, miss.

                                LIZ
                    Not as sorry as I am, Werner.

        They all leave.

                                BISHOP
                    They're letting her go.


INT. PLAYTRONICS CORRIDOR.

                                COSMO
                    We'll call you a cab.

                                LIZ
                    Thank you.  This is my last computer date.

        Cosmo thinks about this.

                                COSMO
                    Wait.  A computer matched her with him?  I
                    don't think so.

        Gordon and Wallace start back.

                                COSMO
                    Marty!

        He runs back to his own office, using his remote control
        to enter.

                                COSMO
                    Why is it so hot in here?

        He runs to his desk and opens the metal briefcase.  It
        is empty.

                                COSMO
                                (furious)
                    MARTY!


EXT. PLAYTRONICS BUILDING.

        The whole complex goes into a full scale security
        lockdown. Floodlights light, alarms wail. Armed men pour
        in from out of nowhere.


INT. SNEAKER VAN.

                                CREASE
                    Martin, we've got six guards in the front
                    lobby, four in the south corridor, second
                    floor, five upstairs north.

                                MOTHER
                    Guards in the boiler room.

                                CREASE
                    Oh, God.
                                (into mic)
                    Carl, listen carefully. You've got trouble.

        Mother opens the blueprint.

                                MOTHER
                    Heating ducts, over the furnace.

                                CREASE
                    You'll be alright.  Just find the heating
                    ducts above the furnace.

                                MOTHER
                    That'll get him to the elevator.

                                CREASE
                    That will lead you to the elevator chasm.
                    Martin, there's a fire escape at the end of
                    the north corridor.  You'll have to break
                    through a couple of firewalls.

                                MOTHER
                    Have him go south.

                                CREASE
                    No!  Go directly north!

                                MOTHER
                    There's an air duct there!

                                CREASE
                    Directly north about thirty yards!  Once
                    you're there, let me know.


INT. PLAYTRONICS SECURITY.

        Dick Gordon and Cosmo oversee the sweep for Bishop and
        Carl.

                                GORDON
                                (into intercom)
                    Blue team, move to southwest corridor one.
                    Green team, secure north corridor three.
                    White team, secure all exits...

                                COSMO
                    He'll be in a crawl space.  Break through.

        Two guards with shotguns comply.


INT. CIELING CRAWLSPACE.

        A guard climbs up into a cieling crawlspace and looks
        around. Bishop gets out of his sight just in time.

                                BISHOP
                    Crease, I'm in Northeast 3 over the
                    corridor.  I think it's a dead end.


INT. SNEAKER VAN.

                                CREASE
                    Don't move.  And don't worry, we'll get you
                    out of there.

                                MOTHER
                    Whistler, we've got guards in every
                    stairwell.  Can you hear if there's any...

        Mother notices that a guard has found their video
        transmitter. The guard abruptly yanks it.  All the
        monitors go blank.

                                MOTHER
                    Oh, no.


INT. CIELING CRAWLSPACE.

                                BISHOP
                    What?  Don't say "Oh, no."


INT. PLAYTRONICS CORRIDOR.

        Buddy Wallace strolls down the corridor carrying a
        mean-looking shotgun.

                                WALLACE
                                (into radio)
                    This is Wallace, I'm in Northeast 3, going
                    to check it out.


INT. CIELING CRAWLSPACE.

        Bishop hears him below.

                                CREASE
                                (over radio)
                    Martin, we've lost pictures...

        In the quiet, the noise of Bishop's earpiece can be
        heard by Wallace.  Bishop desperately tries to cover it
        up but it's too late.

                                CREASE
                    DO YOU READ ME??


INT. PLAYTRONICS CORRIDOR.

        Wallace smiles, he knows he has Bishop cornered.  He
        shoots into the cieling.  And again.  And again.  And
        again.  His fourth shot barely misses Bishop.

                                COSMO
                                (over P.A.)
                    Stop shooting.  Marty?  I know you are in
                    the building, and I know you can hear me.
                    Whoo, God.  You should not have come back,
                    Marty.  I won, you lost.

        Cosmo's voice echoes throughout the entire building.

                                COSMO
                                (continuing)
                    And if our friendship had meant anything to
                    you at all, that's the way you should have
                    left it, but you always had to be the one to
                    win, didn't you?  You're the one who got
                    away with things while I never did.  You
                    always had to get the girl, didn't you?  So
                    I never did.  At least not until now.

INT. COSMO'S OFFICE.

        Liz looks on from a wire couch in Cosmo's office.

                                COSMO
                    She's lovely, Marty.


INT. CIELING CRAWLSPACE.

        Bishop gasps, astonished and fearful.


INT. COSMO'S OFFICE.

                                COSMO
                    Please, Marty, please bring me the box.  You
                    must come. I will never let either of you
                    live if you try to get out.  I am your way
                    out.  I'm your only way out.  If I wanted
                    you dead, you would be dead.  Marty, I
                    cannot kill you.  I cannot kill you. You
                    have to trust me.


INT. CIELING CRAWLSPACE.

                                BISHOP
                    Guys, I'm going in.  You hear me, Carl?

                                CARL
                    Yes...

        Bishop pulls a cieling panel aside.  Below is Wallace,
        ready to blow him away.


INT. COSMO'S OFFICE.

        Wallace leads Bishop in at gunpoint.

                                BISHOP
                    Hi.

                                LIZ
                    Hi.

                                BISHOP
                    How are you?

                                LIZ
                    Fine.  How are you?

        Bishop just sighs.

                                LIZ
                    Yeah.

                                COSMO
                    So you have my box?

                                BISHOP
                    We have a deal, right?

        Cosmo starts to leave.

                                BISHOP
                    Wait a second.  Wait a minute.

        Dick Gordon loads his pistol.

                                BISHOP
                    Goddamnit, you gave me your word!

                                COSMO
                    I cannot kill my friend.
                                (To Wallace and Gordon)
                    Kill my friend!

                                BISHOP
                    Son of a bitch!

                                WALLACE
                                (smiling broadly)
                    You didn't really think we were gonna let
                    you go, did you?

                                BISHOP
                    You didn't really think I was going to let
                    you have this box, did you?

                                WALLACE
                    What?

                                BISHOP
                    Now.

                                WALLACE
                    Now?  What are you talking about, "Now?"

                                BISHOP
                    Now!

                                WALLACE
                    Damn right, now!

        Wallace and Gordon take aim.

                                BISHOP
                    Carl, now!

        Carl leaps through the cieling panel and lands squarely
        on Gordon, knocking him down.  In the split second of
        distraction, Bishop grabs Wallace's shotgun.  Liz
        screams.  The two men struggle.  Liz picks up Gordon's
        pistol.

                                LIZ
                    Let go of him!

        She fires a shot into the cieling.  Wallace and Bishop
        stop struggling.  She's shaking and hyperventilating.

                                LIZ
                    I mean it!  I'm an excellent marksman...
                    woman...

        Wallace puts his hands up.

                                LIZ
                    Move!

                                WALLACE
                    Oh sure, sure.

        Bishop takes the gun from Liz.

                                BISHOP
                    Get up.

        Wallace slowly complies.

                                BISHOP
                    Yeeeeoooou...

        Bishop smacks Wallace squarely in the jaw with the gun.
        Wallace falls, out cold.

                                BISHOP
                    Carl, what the hell were you waiting for?

                                CARL
                    That's not easy, what I just did!

                                LIZ
                    Guys, can we get out of here?

        The three run to a stairwell and go up.


EXT. PLAYTRONICS ROOF.  NIGHT.

        Bishop, Carl, and Liz run across the roof, dodging
        spotlights.

                                BISHOP
                    Crease, we're on the roof.  There's a fire
                    escape on the north side.  Is it clear?


INT. SNEAKER VAN.

                                CREASE
                    Yes, clear.

EXT. PLAYTRONICS ROOF.

        The three reach the fire escape.

                                BISHOP
                    Where are you?

                                CREASE
                                (over radio)
                    On a hill overlooking the northeast corner
                    of the parking lot.

        The van's headlights flash.

                                CARL
                    There!

                                BISHOP
                    Beautiful, come and get us.

        Carl and Liz go down the fire escape.

                                BISHOP
                    And hurry up, we've only got a few minutes
                    before anybody knows we're gone.


EXT. SNEAKER VAN.

        Crease and Mother go up front.  Mother starts the van.

                                CREASE
                    Coming to get you.

        Two guards appear, weapons drawn.

                                GUARD
                    Put your hands where I can see them and step
                    out of the van.
                                (To Crease)
                    You too, midnight.

        Whistler, still in the back of the van, puts on a radio
        headset.

                                WHISTLER
                    Bish... they've got Crease and Mother!


EXT. FIRE ESCAPE.

                                BISHOP
                    Shit! Whistler, you've gotta do it.


INT. SNEAKER VAN.

                                WHISTLER
                    Do what?


EXT. FIRE ESCAPE.

                                BISHOP
                    You've gotta drive.  I'll talk you through
                    it.  Now hurry.


INT. SNEAKER VAN.

                                WHISTLER
                    D-Drive what?


EXT. SNEAKER VAN.

        The guards frisk Crease and Mother.  Whistler comes up
        to the driver's seat.

                                WHISTLER
                    Okay, Bish.

                                BISHOP
                    Now, there's a gate about thirty yards
                    behind you.  Put it in reverse and floor it.

                                CREASE
                    Did I ever tell you why I had to leave the
                    CIA?

                                MOTHER
                    No?

                                WHISTLER
                    Uh, what's reverse?

                                BISHOP
                    Uh, one down.

                                CREASE
                    My temper.

        Whistler floors it in reverse.  The van takes off.  In
        the split second of distraction, Crease overpowers both
        guards.

                                MOTHER
                    Wow!

                                CREASE
                    Motherfuckers mess with me, I'll split your
                    heads!

                                MOTHER
                    Uh, Crease, where's Whistler going?

                                WHISTLER
                    Uh, Bish?  I'm going backwards.

                                BISHOP
                    You're doing fine... you're doing fine.

        The van, going backwards, breaks through a gate.
        Whistler yells.

                                BISHOP
                    Now, hit the brakes, now!

        The van screeches to a halt.

                                BISHOP
                    Okay, Whistler, put the gear shift down two
                    notches.

        Whistler shifts gears.

                                BISHOP
                    Turn left, floor it.

                                WHISTLER
                    I'm going forward.

                                BISHOP
                    Straighten out, straighten out!

        The van straightens out.  It jumps curbs and grassy
        islands in the parking lot.

                                WHISTLER
                    What... what was that?

                                BISHOP
                    Okay, keep coming...

                                WHISTLER
                    Oh God, I'm driving.  I'm driving.

        The van continues to jump curbs across the parking lot.
        Whistler covers his face.

                                WHISTLER
                    Oh no, don't do that, I'm driving!

        Whistler is coming up on some cars now.

                                BISHOP
                    Whoa, whoa, whoa, go left... uh... my left!
                    Right! Right, right!

        Bishop is too late. Whistler hits two cars, which spin
        out of the way.  The van keeps going.

                                BISHOP
                    It's... it's okay.  Beautiful, now keep
                    coming.  Keep coming.  Now, you're going to
                    go down a very... gentle slope.

                                WHISTLER
                    Oh, okay, fine, great.  No problem.

        The "slope" is not at all gentle.

                                WHISTLER
                    Whoo-oa!  Oh boy!

                                BISHOP
                    Okay.  Five more seconds, then stop.

        The van crashes into a wall.  Whistler's headset is
        knocked off.

                                WHISTLER
                    I think I'll stop right here.

        Liz and Carl run to the van.

                                LIZ
                    Whistler, that was great!

                                CARL
                    Whistler!

                                WHISTLER
                    Where to?

                                CARL
                    Oh no, I'm taking the wheel.  In the back.

        Mother and Crease run up to the van.

                                CREASE
                    Where's Martin?

        Bishop starts down the fire escape.

                                COSMO
                    Marty!

        Cosmo aims a gun at Bishop.

                                COSMO
                    Would you step away from the ladder?

        Bishop does.

                                COSMO
                    You will give me the box right now, or I
                    will kill you, right now.

                                BISHOP
                    No.

        Cosmo fires.  He just misses.

                                BISHOP
                    Jesus!

                                COSMO
                    Just give me the box, Marty!

                                BISHOP
                    I thought you couldn't kill your friend,
                    Cos!

                                COSMO
                    I missed on purpose, now give me the box!

                                BISHOP
                    Take the goddamn thing!  I don't want it!
                    You win, I lose, that's what you want, isn't
                    it?  Say it.  Say it!

                                COSMO
                    YES!

        Bishop gives Cosmo the box.

                                BISHOP
                    I'm sorry, Cos.

                                COSMO
                    You could have shared this with me.

                                BISHOP
                    I know.

                                COSMO
                    You could have had the power.

                                BISHOP
                    I don't want it.

                                COSMO
                    Don't you know the places we can go with
                    this?

                                BISHOP
                    Yeah, I do.  There's nobody there.

                                COSMO
                    Exactly!  The world isn't run by weapons
                    anymore, or energy, or money, it's run by
                    little ones and zeroes, little bits of data.
                    It's all just electrons.

                                BISHOP
                    I don't care.

                                COSMO
                    I don't expect other people to understand
                    this, but I do expect YOU to understand
                    this!  We started this journey together!

                                BISHOP
                    It wasn't a "journey", Cos.  It was a prank.

                                COSMO
                    There's a war out there, old friend, a world
                    war.  And it's not about who's got the most
                    bullets, it's about who controls the
                    information.  What we see and hear, how we
                    work, what we think, it's all about the
                    information!

                                BISHOP
                    If I were you, I'd destroy that thing.

        Bishop starts down the ladder again.

                                COSMO
                    Don't go.

        Cosmo again takes aim at Bishop.

                                COSMO
                    Don't go.

                                BISHOP
                    You do what you have to do, Cos, but if you
                    want to stop me, you'll have to pull the
                    trigger.

        Bishop continues down the ladder.  Cosmo lets him.
        Cosmo looks inside the box.  It is empty!  He's
        astonished.  Meanwhile, the van speeds away.


INT. SNEAKER VAN.

        As they drive back to the office, Bishop opens the REAL
        box. The codebreaker chip is still inside.


INT. MARTIN BISHOP & ASSOCIATES OFFICES.  NIGHT.

        The sneakers return to the office for the first time in
        days.

                                CREASE
                    I can't believe we actually made it back.

                                CARL
                    I can't believe that we pulled off the
                    greatest sneak in history and we can't tell
                    anybody about it.

                                MOTHER
                    You know what I can't believe?  I can't
                    believe tomorrow's Thursday!

        Someone else turns on a light.  He aims his gun at
        Mother.

                                NSA AGENT
                    Not one word.

        A female NSA agent with a submachine gun appears.

                                FEMALE AGENT
                    Okay, all of you, step over here.  Hands
                    over your heads.  Move!

        The agents herd the sneakers up against the wall of the
        conference room.

                                ABBOTT
                    Mr. Bishop.  I'm Bernard Abbott.  National
                    Security Agency.  We spoke on the phone.  I
                    believe you have something that belongs to
                    me.

                                BISHOP
                    It's interesting, don't you think, you guys?
                    That the NSA is here?  I thought the FBI was
                    supposed to do this kind of thing.

                                CREASE
                    Absolutely.  This is outside the NSA's
                    jurisdiction.

                                WHISTLER
                    Unless the NSA didn't want anybody to know
                    about Janek's little black box.

                                BISHOP
                    I keep thinking about something Greg told
                    me.  He said that our codes were based on an
                    entirely different system than the Russian
                    codes.  So this box really wouldn't work on
                    them. The only thing it would really be good
                    for is spying on Americans.

                                MOTHER
                    Oh, sure, with a box like that, they could
                    read the FBI's mail.

                                WHISTLER
                    Or the CIA's. Or the White House's!

                                CREASE
                    No wonder they don't want to share with the
                    other children.

                                ABBOTT
                    What do you want, Mr. Bishop?

                                BISHOP
                    Clear up my record.  Get out of my life.

                                ABBOTT
                    I don't have much choice, do I?

                                BISHOP
                    Not unless you want to read about it in
                    Newsweek.

                                ABBOTT
                    Deal.  The box.

                                MOTHER
                    Not so fast.  I want a Winnebago.

                                ABBOTT
                    What?

                                MOTHER
                    Fully equipped.  Big kitchen.  Waterbed.
                    AM/FM CD. Microwave.

                                ABBOTT
                    This is not a car dealership, pal!

                                BISHOP
                    He wants a Winnebago.

                                ABBOTT
                                (grudgingly)
                    Alright.  A Winnebago.

                                MOTHER
                    Thank you.  Burgundy interior.

                                ABBOTT
                    Now the box.

        Crease clears his throat.

                                CREASE
                    Uh, I have never taken my wife to Europe.

                                ABBOTT
                    I'm sorry to hear it.
                                (to Bishop)
                    Give me the box!

                                CREASE
                    You will buy me two round trip first class
                    tickets to Athens, Lisbon, Madrid, and
                    Scotland.

                                BISHOP
                    Don't forget Tahiti.

                                CREASE
                    And Tahiti.

                                ABBOTT
                    Tahiti is not in Europe!

                                CARL
                    Excuse me, when you get the box, you can
                    give us geography lessons, until then, this
                    man goes to Tahiti.

                                ABBOTT
                    Fine.  Tahiti!

                                BISHOP
                    Carl?

        Carl walks up to Abbott and speaks quietly.

                                CARL
                    The young lady with the...
                                (he checks)
                    ...Uzi.  Is she... single?

                                BISHOP
                    Uh, you know, Carl...
                                (to Abbott)
                    Excuse us please.

        Bishop takes Carl aside.

                                BISHOP
                    This is the brass ring.  Now, you've got to
                    think bigger thoughts.

                                CARL
                    I just want her telephone number.  Please?

        The young woman lowers her weapon, amazed.

                                BISHOP
                                (to Abbott)
                    How about a lunch?  You can chaperone.

                                ABBOTT
                    No!  I will not do this.

                                BISHOP
                    Hey, Abbie. Abbie, come on, now the FBI
                    would give him twins!

                                ABBOTT
                    NO!

                                FEMALE AGENT
                    Wait a second.  You can have anything you
                    want, and you're asking for my phone number.

                                CARL
                    Yes.

        She smiles.

                                FEMALE AGENT
                    273-9164.  Area code 415.

                                CARL
                    I'm Carl.

                                FEMALE AGENT
                    I'm Mary.

                                ABBOTT
                    I'm going to be sick!  Are we done here?

                                BISHOP
                    No, not yet.  Whistler?

        Whistler walks out into the middle of the room.

                                WHISTLER
                    I want peace on earth and goodwill toward
                    men.

                                ABBOTT
                    Oh, this is ridiculous.

                                BISHOP
                    He's serious.

                                WHISTLER
                    I want peace on earth and goodwill toward
                    men.

                                ABBOTT
                    We are the United States Government.  We
                    don't do that sort of thing.

                                BISHOP
                    You're just going to have to try.

                                ABBOTT
                                (eyes narrowing)
                    Alright!  I'll see what I can do.

                                WHISTLER
                    Thank you very much.
                                (shaking Abbott's hand)
                    That's all I ask.

                                ABBOTT
                                (to Liz)
                    How about you?  What do you want?

                                LIZ
                    Oh, I'm fine.

        She smiles sweetly.

                                ABBOTT
                    May I have the box?

        Bishop gives him the box.

                                BISHOP
                    You know it doesn't work.  It never did.

                                ABBOTT
                    That's not important, is it?  What's really
                    important is that none of this ever
                    happened.  This box doesn't exist.

                                BISHOP
                    I never saw it before.

                                ABBOTT
                    Remember that.

        Abbott and the agents leave.

                                LIZ
                    Bishop.  All you did was say it was broken.
                    Can't they still just hook it up and do
                    terrible things with it?

        Bishop shows her Janek's chip.

                                BISHOP
                    Nope!


LATER.

                                TV NEWS ANCHOR
                    In a surprise announcement, the Republican
                    National Committee has revealed it is
                    bankrupt!  A spokesman for the party said
                    they had plenty of money in their accounts
                    last week, but today they just don't know
                    where the money has gone. But not
                    everybody's going begging.  Amnesty
                    International, Greenpeace, and the United
                    Negro College Fund announced record earnings
                    this week, due mostly to large, anonymous
                    donations.


        The credits roll.


                       PRODUCTION MANAGER
                     Lindsley Parsons, Jr.


                    FIRST ASSISTANT DIRECTOR
                        William M. Elvin

                   SECOND ASSISTANT DIRECTOR
                         Alan Edmisten


                       ASSOCIATE PRODUCER
                        William M. Elvin

                       2ND UNIT DIRECTOR
                     Glenn H. Randall, Jr.




                  CAMERA OPERATOR  Lawrence Karman
           FIRST CAMERA ASSISTANT  Henry Kline
          SECOND CAMERA ASSISTANT  Brian T. Pitts
         2ND 2ND CAMERA ASSISTANT  Camilla Calamandrei
               STEADICAM OPERATOR  Jim Muro
               STILL PHOTOGRAPHER  Melinda Sue Gordon

           PRODUCTION SOUND MIXER  Willie D. Brton, C.A.S.
                    BOOM OPERATOR  Marvin E. Lewis
                    UTILITY SOUND  Robert W. Harris
            VIDEO ASSIST OPERATOR  Aaron Katz

        CHIEF LIGHTING TECHNICIAN  Robert Jason
  ASST. CHIEF LIGHTING TECHNICIAN  Jeffrey Petersen
                   RIGGING GAFFER  Rod Robertson
                     ELECTRICIANS  Tom Cantrell
                                   Dave Dunbar
                                   Jim Fine
                                   Pat Ralston
                                   Dave St. Onge

                         KEY GRIP  Herbert L. Ault
                         BEST BOY  Ken King
                       DOLLY GRIP  Rick Carden
                     RIGGING GRIP  Mike Hodges
                            GRIPS  Dustin Ault
                                   Kurt Grossi
                                   Larry McCarron
                                   David Morrison

                     ART DIRECTOR  Dianne Wager
                    SET DECORATOR  Samara Schaffer
                    SET DESIGNERS  James L. Murikami
                                   Keith B. Burns
                                   James Tocci
            ART DEPT. COORDINATOR  Beth Bernstein
          PRODUCTION ILLUSTRATORS  Thomas W. Lay, Jr.
                                   Mentor Huebner
                          LEADMAN  David C. Potter
                            BUYER  Andrea Mae Fenton
                      2ND LEADMAN  Tommy Samona
                            SWING  Mike Sweeny
                                   James E. Hurd, Jr.
                                   George Ashton
          SET DRESSING ASSISTANTS  Janine McEuen
                                   Lisa Sessions

      SPECIAL EFFECTS COORDINATOR  Kenneth Pepiot
          SPECIAL EFFECTS FOREMAN  Albert Delgado
                       EFFECTSMEN  Peter H. Albiez
                                   Larz Anderson

                   PROPERY MASTER  Don Miloyevich
            ASST. PROPERTY MASTER  John Bankson
              2ND ASSISTANT PROPS  David N. Bocking

               COSTUME SUPERVISOR  Hugo Pena
                 WOMEN'S WARDROBE  Marie A. Kaderbeck
                   MEN'S WARDROBE  Gregory B. Pena

               KEY MAKE-UP ARTIST  Gary Liddiard
                      2ND MAKE-UP  Fred Blau
                     HAIRSTYLISTS  Bunny Parker-Adamson
                                   Tamara Guthrie-Muro

      COMPUTER EFFECTS SUPERVISOR  Steve Grumette
                 COMPUTER EFFECTS  Will Fowler
                                   Bennie R. Brothers
        COMPUTER GRAPHICS ARTISTS  Brett Bently
                                   Doug Wolfgram
                   VIDEO PLAYBACK  Harry Lessing

                SCRIPT SUPERVISOR  Cynthia Upstill
                 LOCATION MANAGER  Robin A. Citrin
           ASST. LOCATION MANAGER  Eva M. Schroeder
   SAN FRANCISCO LOCATION LIAISON  Stefanie Lee Pleet
               PRODUCTION AUDITOR  Steve Beeson
                ASSISTANT AUDITOR  Nancy C. Aprile
             ASSISTANT ACCOUNTANT  Janet Lonsdale
           PRODUCTION COORDINATOR  Lisa J. Watters
          ASST. PROD. COORDINATOR  Fabiana Arrastia
            PRODUCTION ASSISTANTS  Andrew Francis Fenady
                                   Shawn Hanley

         CONSTRUCTION COORDINATOR  Dennis DeWaay
     CONSTRUCTION GENERAL FOREMAN  Steve Fegley
             CONSTRUCTION FOREMAN  Steve Kallas
                    LABOR FOREMAN  Robert Laux
                    PAINT FOREMAN  Robert L. Clark
                  STANDBY PAINTER  Robert Stephen
          CONSTRUCTION ACCOUNTANT  Dexter Miller

       TRANSPORTATION COORDINATOR  Ed Arter
           TRANSPORTATION CAPTAIN  Ronald B. Dinson
                       CO-CAPTAIN  Cary Kelly
        TRANSPORTATION DISPATCHER  Tina M. Arter
                          DRIVERS  George Hartmann
                                   Dave Menapace
                                   Gordon Smith
                                   Eddie Wirth
                                   Billy Arter
                                   Mark Westcott

       2ND 2ND ASSISTANT DIRECTOR  Nandi Bowe
                      DGA TRAINEE  Kelly Cantley
       ASSISTANTS TO MR. ROBINSON  Margaret Solow
                                   Roni Ziemba
   ASST. TO MR. LASKER/MR. PARKES  Susan Fanara
                    CRAFT SERVICE  Robert Bruce Moore
                        FIRST AID  Jamale Case
                CASTING ASSOCIATE  Mary Vernieu
                   EXTRAS CASTING  Central Casting
                                   Steve Spiker
      ADD'L SAN FRANCISCO CASTING  Davia Nelson

                        PUBLICITY  Marsha Robertson
              SECURITY CONSULTANT  John Strauchs
          MATHEMATICAL CONSULTANT  Prof. Len Adelman
       SLEIGHT OF HAND CONSULTANT  Ricky Jay

                 ASSOCIATE EDITOR  Vicki Shaki Khan
             1ST ASSISTANT EDITOR  Christopher Baird
               APPRENTICE EDITORS  Tom Allen
                                   Andi Kasen

          SUPERVISING SOND EDITOR  Milton C. Burrow
                    SOUND EDITORS  Neil Burrow
                                   Scott Burrow
                                   Gordon Davidson
                                   Chester L. Slomka
          ASSISTANT SOUND EDITORS  Blake R. Cornett
                                   Karen L. Wanderman
          APPRENTICE SOUND EDITOR  Dennis McCurdy
         ADDITIONAL SOUND EFFECTS  Stephen Dewey
           SUPERVISING ADR EDITOR  Uncle J. Kamen
                       ADR EDITOR  Shelley Rae Hinton
             ASSISTANT ADR EDITOR  Bill Baldwin
                        ADR MIXER  Doc Kane
                    FOLEY ARTISTS  Jerry Trent
                                   Audrey Trent
                      FOLEY MIXER  Karin Roulo
                  FOLEY RECORDIST  Sean McCormack
                     FOLEY EDITOR  David L. Horton, Jr.
            ADR GROUP COORDINATOR  Leigh French

              RE-RECORDING MIXERS  Donald O. Mitchell
                                   Michael Herbick
                                   Frank Montano
                   RE-RECORDED AT  Goldwyn Sound Facilities

         SUPERVISING MUSIC EDITOR  Jim Henrikson
          ASSISTANT MUSIC EDITORS  Joe E. Rand
                                   Jeff Charbonneau
           ASSOCIATE MUSIC EDITOR  Jim Flamberg
              MUSIC SCORING MIXER  Shawn Murphy
                    ORCHESTRATORS  Brad Dechter
                                   Frank Bennett
               FEATURED MUSICIANS  Mike Fisher
                                   Ralph Grierson
                                   James Horner
                                   Joel Peskin
                                   Ian Underwood
                 MUSIC CONTRACTOR  Sandy DeCrescent
                MUSIC RECORDED AT  Todd-AO Scoring

                CRANES AND DOLLYS  Chapman
                TITLES & OPTICALS  Pacific Title
                  NEGATIVE CUTTER  Sandy Brundage
                      COLOR TIMER  Phil Hetos
                     TITLE DESIGN  Judith Kahn Inc./
                                   Moving Impressions


                              CAST
                    (IN ORDER OF APPEARANCE)

               COLLEGE-AGED COSMO  Jojo Marr
              COLLEGE-AGED BISHOP  Gary Hershberger
                           BISHOP  Robert Redford
                           CREASE  Sidney Poitier
                         WHISTLER  David Strathairn
                           MOTHER  Dan Aykroyd
                             CARL  River Phoenix
        CENTURION S&L NIGHT GUARD  Bodhi Elfman
                      BANK TELLER  Denise Dowse
                   BANK SECRETARY  Hanyee
                      DICK GORDON  Timothy Busfield
                    BUDDY WALLACE  Eddie Jones
                     HOMELESS MAN  Time Winters
                              LIZ  Mary McDonnell
                    PIANO PRODIGY  Jun Asai
                 DR. GUNTER JANEK  Donal Logue
                           GREGOR  George Hearn
                DR. ELENA RHYZKOV  Lee Garlington
         COOLIDGE INSTITUTE GUARD  John Shepard
                      MRS. CREASE  Ellaraino
                   MELISSA CREASE  Shayna Hollinquist
                                   Dayna Hollinquist
              KIEV STRING QUARTET  Jacqueline Brand
                                   Julie Gigante
                                   Victoria Miskolczy
                                   David Speltz
                    GREGOR'S DATE  Leslie Hardy
               GREGOR'S CHAUFFEUR  John Moio
                        FBI AGENT  James Craven
                    2ND FBI AGENT  RC Everbeck
                            COSMO  Ben Kingsley
                     TV ANCHORMAN  Ernie Tetrault
               NSA PHONE OPERATOR  Lori Hall
               DR. WERNER BRANDES  Stephen Tobolowski
        CHINESE RESTAURANT SINGER  George Kee Cheung
        CHINESE RESTAURANT WAITER  Hayward Soo Soo
    PLAYTRONICS DESK GUARDS - DAY  Michael Kinney
                                   Rudy Francis Nemetz
    PLAYTRONICS LOBBY GUARD - DAY  Ralph Monaco
  PLAYTRONICS LOBBY GUARD - NIGHT  Paul Jenkins
   PLAYTRONICS DESK GUARD - NIGHT  Al Foster
      PLAYTRONICS STAIRWELL GUARD  George Hartmann
     PLAYTRONICS PERIMETER GUARDS  Jeffrey Daniel Phillips
                                   Michael Boston
                  MALE NSA AGENTS  Anthony Winters
                                   Jeff Joy
                 FEMALE NSA AGENT  Amy Benedict
               MR. BERNARD ABBOTT  James Earl Jones



                STUNT COORDINATOR  Glenn H. Randall, Jr.


                          STUNT PERFORMERS
                    Michael Adams  Julius LeFlore
                      Eddie Braun  Bill McIntosh
                   Keith Campbell  Denney Pierce
                   Carl Ciarfalio  Bernie Pock
                Gloria Fioramonte  Spiro Rozatos
                  Orwin C. Harvey  Rick Seaman
                    Robert Herron  Jeff Smolek
                       Larry Holt  William Washington
                   Terrance James  Webster Whinery
                     Melvin Jones


                            "Really"
             WRITTEN by Mike Bloomfield & Al Kooper
                          PERFORMED BY
           Mike Bloomfield, Al Kooper & Steven Stills
                  COURTESY OF Columbia Recors
            BY ARRANGEMENT WITH Sony Music Licensing

                       "Waltz in E Minor"
                  COMPOSED BY Frederic Chopin
                     PERFORMED BY Jun Asai

                "Violin Concerto in E" BWV 1042
               COMPOSED BY Johann Sebastian Bach
                COURTESY OF Laser Light Digital
               BY ARRANGEMENT WITH Sounds of Film

                        "Chain of Fools"
                      WRITTEN BY Don Covay
                  PERFORMED BY Aretha Franklin
                  COURTESY OF Atlantic Records
          BY ARRANGEMENT WITH Warner Special Products

                 "Rainy Day Women No. 12 & 35"
               WRITTEN AND PERFORMED BY Bob Dylan
                  COURTESY OF Columbia Records
            BY ARRANGEMENT WITH Sony Music Licensing

                      "Flamenco Sketches"
              WRITTEN AND PERFORMED BY Miles Davis
                  COURTESY OF Columbia Records
            BY ARRANGEMENT WITH Sony Music Licensing

         "String Quartet #1 in E Minor 'From My Life'"
                  COMPOSED BY Bedrich Smetana
                          PERFORMED BY
                Jacqueline Brand, Julie Gigante,
               Victoria Miskolozy & David Speltz

                     "Bad, Bad Leroy Brown"
                      WRITTEN BY Jim Croce
                 PERFORMED BY George Kee Cheung
            CHINESE TRANSLATION BY George Kee Cheung

                    "The Girl from Ipanema"
                           WRITTEN BY
           Antonio Carlos Jobim & Vinicius DeMorales
                   PERFORMED BY Charlie Byrd
                  COURTESY OF Concord Picante

                          "Corcovado"
                WRITTEN BY Antonio Carlos Jobim
                   PERFORMED BY Charlie Byrd
                  COURTESY OF Concord Picante

                       Branford Marsalis
              Appears Courtesy of Columbia Records

                Soundtrack Available on Columbia
                  Cassettes and Compact Discs

                 SPECIAL EQUIPMENT PROVIDED BY
                        Humanware, Inc.
                   GRAPHICS COMPUTER BY Amax
                ELECTRONIC EQUIPMENT PROVIDED BY
             John Fluke Manufacturing Company, Inc.
                              and
                  Kimball International, Inc.
             SECURITY CONSOLE PROVIDED BY Trentech,
             a division of Norment Industries, Inc.

        THANK YOU TO THE FOLLOWING ARTISTS AND GALLERIES
        Jonathan Borofsky, Robbie Grant, Sinia Delaunay,
           Helen Frankenthaler, Robert Mapplethorpe,
           Dan McCleary, Tatsuo Miyajima, Mark Stock,
      Donald Sultan, Cynthia Drennon Fine Arts Resources,
                Richard Gray Gallery/Paul Gray,
                     Richard Green Gallery

                "Der Rosenkavalier" by R. Linder
           (C) 1978 Circle Gallery/Metropolitan Opera

                       SPECIAL THANKS TO

                  The Colburn School of Music
         Peter Scwartz and The Global Business Network
               and WRGB-TV, Schenectady, New York

              The Major League Baseball trademarks
           depicted in this program were licensed by
             Major League Baseball Properties, Inc.

           "Einstein On A Bicycle" poster courtesy of
       The Archives, California Institute of Technology.
          Goose herd furnished by Schiltz Goose Farms.

                          FILMED WITH
                           PANAVISION
                        CAMERAS & LENSES

                      COLOR BY Deluxe (R)

                          Dolby Stereo
                      In selected Theatres