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NOTE: In the original of this screenplay, Mr. Tally wrote, "For legal reasons, the names of three of Tom Harris's characters have had to be changed. It is my hope, and certainly Tom's, that the original names can be restored in time for the making of this movie." Of course, the film did restore the proper names of Jack Crawford, Frederick Chilton, and Dr. Hannibal Lecter; now the same has been done in this screenplay. Also note that several changes were made between this draft and the completed film, beginning with the first scene. A final word: this text, now restored to its original screenplay format, is redacted from two earlier online versions; thanks to the person(s) who posted it at godamongdirectors.com and at un-official.com.


THE SILENCE OF THE LAMBS

screenplay by

TED TALLY

based on the novel by

THOMAS HARRIS

2nd draft

July 28, 1989


      FADE IN:

      INT. GRUBBY HOTEL CORRIDOR - DAY (DIMLY LIT)

      A woman's face BACKS INTO SHOT, her head resting against grimy
      wallpaper. She is tense, sweaty, wide-eyed with concentration.
      This is CLARICE STARLING - mid-20's, trim, very pretty. She wears
      Kevlar body armor over a navy windbreaker, khaki pants. Her thick
      hair is piled under a navy baseball cap. A revolver, clutched in
      her right hand, hovers by her ear. She raises a speedloader, in
      her left hand, locks it into her cylinder, twists and reloads.

      CLOSE ON

      a guest room door, with a small, wired pack attached to its knob.
      Suddenly, with a sharp CRACK!, the knob explodes, and the door
      bursts open.

      WITH CLARICE - MOVING SHOT -

      as she runs around a corner, through a cloud of smoke. She
      shoulders aside the shattered door and rushes inside, gun at
      the ready in both hands...

                                                   CUT TO:

      INT. HOTEL ROOM - DAY

      CLARICE'S POV - MOVING - as she first sees, sitting on the edge
      of a bed - a FEMALE HOSTAGE. Black, late 20's, gagged, hands
      behind her back. Then, SWIVELING... she sees a startled MALE
      SUSPECT - white, mid-20's - standing by a window with a rifle
      in his hands. He is turning towards her...

      CLARICE

      drops into a combat crouch, gun extended, and shouts.

                               CLARICE
                  Freeze! FBI!

      CLARICE'S POV - SLOW MOTION -

      all natural SOUND suspended - as the Suspect faces her with
      a strange, pleading expression. The rifle is rising in his hands,
      but oddly enough, it is held across his chest, not pointing. Then
      another puzzling detail registers...

      THE SUSPECT'S HANDS

      are taped to his gun, away from the trigger; he couldn't use it
      even if he tried. Suddenly we hear a metallic CLICK, which
      registers with unnatural amplification, as -

      CLARICE

      reacts, drops to the floor, rolling sideways, and -

      THE "HOSTAGE"

      pulls a revolver out from behind her back, still in SLOW MOTION,
      raising it in her untied hands. She fires repeatedly, flames
      leaping from the muzzle; the SOUND is an echoing roar in these
      close quarters, but -

      CLARICE

      has come up on one knee, beside an armchair, and is already
      firing back herself, two quick SHOTS, which send -

      THE "HOSTAGE"

      pitching over the bed, backwards, to shudder and lie still in a
      haze of gunsmoke. Clarice rushes to her, clamping one knee down
      on her gun hand, still keeping her covered in case of movement.
      HOLD for a few beats... then we hear the shrill blast of a
      WHISTLE from somewhere, O.S., as normal ACTION and SOUND are
      restored.

                               BRIGHAM (O.S.)
                  Okay, people, good exercise...

      Clarice relaxes, lowering her gun. The lights brighten.

      PULLING BACK -

      we see that we're in some sort of auditorium, with the "hotel
      room" and its "corridor" built as a training set. JOHN BRIGHAM
      walks onto this set, thumbing a stopwatch. Mid-40's, ex-Marine.
      His T-shirt's lettering says "Firearms Instructor / FBI Academy."

                               BRIGHAM (contd.)
                  Starling's reaction time was excellent.
                  Let's break. Critique in five.

      A class of about forty young FBI trainees, of both sexes,
      begins to rise from their seats, mingling and chatting.

      CLARICE

      nods amiably to the "Suspect", then gives her "Hostage" a hand
      up. It's ARDELIA MAPP, her roommate. Her broad, clever face
      breaks into a big smile, as they both remove ear plugs. Clarice's
      voice has just a soft trace of southern accent.

                               ARDELIA
                  Damn, Clarice, how'd you make me?

                               CLARICE
                     (indicating her gun)
                  Never cock. Just squeeze.

                               ARDELIA
                     (grins)
                  I love it when you talk dirty.

      As Brigham joins them, Clarice can't resist a star pupil's little
      smile of pride. He frowns good-naturedly.

                               BRIGHAM
                  What're you laughin' at, Junior G-Man?
                  She got off four rounds to your two.

      He takes out a steel-coiled grip flexer, drops it onto her palm.

                               BRIGHAM (contd.)
                  One hundred reps, each hand, every day.
                  Now tidy up, the Section Chief wants to
                  see you.

      He nods a direction, then moves off. Clarice, with her smile
      finally fading, looks out into the auditorium.

      SPECIAL AGENT RAY CRAWFORD

      sits on the top step of the aisle, looking down at her. He is 53,
      strongly built. He rises impassively, exits through the back door.
      He carries a think manila envelope under one arm.

      ARDELIA

      who is helping Clarice unbuckle her bulletproof vest, follows
      her worried gaze.

                               CLARICE
                  What'd I do?

                               ARDELIA
                  Stay cool. Just remember to call
                  him "God."

                                                   CUT TO:

      EXT. FBI ACADEMY GROUNDS, QUANTICO, VIRGINIA - DAY

      Crawford is watching a group of trainees on the firing range,
      as Clarice joins him. He looks tired, haunted. Between master
      and student, we sense a subtle, muted tug of sexuality.

                               CRAWFORD
                  Starling, Clarice M., good morning.

                               CLARICE
                  Good morning, Mr. Crawford.

                               CRAWFORD
                  Your instructors tell me you're doing
                  well. Top quarter of the class.

                               CLARICE
                  I hope so. They haven't posted anything.

                               CRAWFORD
                  A job's come up and I thought about you.
                  Not really a job, more of - an interesting
                  errand. Walk me to my car, Starling.

      They begin to cross the academy grounds. A group of trainees
      jogs by, in matching sweats, following a p.e. coach.

                               CRAWFORD (contd.)
                  We're trying to interview all of the
                  serial killers now in custody, for a
                  psychobehavioral profile. Could be a
                  big help in unsolved cases. Most of them
                  have been happy to talk to us. They have
                  a compulsion to boast, these people...
                  Do you spook easily, Starling?

                               CLARICE
                  Not yet.

                               CRAWFORD
                  You see, the one we want most refuses
                  to cooperate. I want you to go after
                  him again today, in the asylum.

                               CLARICE
                  Who's the subject?

                               CRAWFORD
                  The psychiatrist - Dr. Hannibal Lecter.

      Clarice stops walking, goes very still. A beat.

                               CLARICE
                  The cannibal...

      Crawford doesn't respond, except to study her face.

                               CLARICE (contd.)
                  Yes, well... Okay, right. I'm glad for
                  the chance, sir, but - why me?

                               CRAWFORD
                  You're qualified and available. And frankly,
                  I can't spare a real agent right now.

      He walks on again, at a faster clip. She hurried to keep up.

                               CRAWFORD (contd.)
                  I don't expect him to talk to you, but I
                  have to be able to say we tried... Lecter
                  was a brilliant psychiatrist, and he
                  knows all the dodges.
                     (Hands her the manila envelope)
                  Dossier on him, copy of our questionnaire,
                  special ID for you... If he won't
                  talk, then I want straight reporting.
                  How's he look, how's his cell look,
                  what's he writing? The Director himself
                  will see your report, over your own
                  signature - if I decide it's good enough. I
                  want that by 0800 Wednesday, and keep this
                  to yourself.

      They're reached his car. His driver stamps on a cigarette, climbs
      in behind the wheel. BURROUGHS, his assistant, says something
      into a walkie-talkie, then opens the back door. But Crawford pulls
      her aside, a hand on her shoulder. His intensity is scary.

                               CRAWFORD (contd.)
                  Now. I want your full attention, Starling.
                  Are you listening to me?

                               CLARICE
                  Yes sir.

                               CRAWFORD
                  Be very careful with Hannibal Lecter. Dr.
                  Chilton at the asylum will go over the
                  physical procedures used with him. Do not
                  deviate from them, for any reason. You
                  tell him nothing personal, Starling. Believe
                  me, you don't want Hannibal Lecter inside your
                  head... Just do your job, but never forget
                  what he is.

                               CLARICE
                     (a bit unnerved)
                  And what is that, sir?

                               CHILTON (V.O.)
                  Oh, he's a monster. A pure psychopath...

                                                   CUT TO:

      INT. CHILTON'S OFFICE - BALTIMORE STATE HOSPITAL FOR THE
      CRIMINALLY INSANE - DAY

      CLOSE ON an I.D. card held in a male hand. Clarice's photo, 
      official-looking graphics. It calls her a "Federal Investigator."

                               CHILTON (contd., O.S.)
                  It's so rare to capture one alive. From
                  a research point of view, Dr. Lecter is
                  our most prized asset...

      DR. FREDERICK CHILTON

      looks up from her card. A smarmy little peacock, behind a vast
      desk; he's conceived an instant, hopeless letch for Clarice. He
      smiles, stroking her card with his beloved gold pen.

                               CHILTON (contd.)
                  You know, we get a lot of detectives here,
                  but I must say, I can't ever remember one
                  so attractive...

      NEW ANGLE - REVEALS CLARICE -

      now wearing a more feminine skirt suit. Hair neatly coiled,
      elegant shoulder bag, briefcase. He has rudely left her standing.

                               CHILTON (contd.)
                  Will you be in Baltimore overnight...?
                  Because this can be quite a fun town,
                  if you have the right guide.

      Clarice tires, unsuccessfully, to hide her distaste for him.

                               CLARICE
                  I'm sure it's a great town, Dr. Chilton,
                  but my instructions are to talk to Lecter
                  and report back this afternoon.

                               CHILTON
                     (pause; sourly)
                  I see.
                     (beat)
                  Let's make this quick, then. I'm busy.

                                                   CUT TO:

      INT. ASYLUM CORRIDOR - UPPER FLOOR - DAY

      Clarice flinches as a heavy steel gate CLANGS shut behind her,
      the bolt shooting home. Chilton walks ahead of her.

                               CHILTON
                  Lecter carved up nine people - that we're
                  sure of - and cooked his favorite bits.
                  We've tried to study him, of course - but
                  he's much too sophisticated for the standard
                  tests. And my, does he hate us! Thinks
                  I'm his nemesis... Crawford's very clever,
                  isn't he? Using you.

                               CLARICE
                  How do you mean, Dr. Chilton?

                               CHILTON
                  A pretty young woman, to turn him on? I
                  don't believe Lecter's ever seen a woman in
                  eight years. And oh, are you ever his
                  "taste" - so to speak.

                               CLARICE
                  I graduated magna from UVA, Doctor.
                  It's not a charm school.

                               CHILTON
                  Good. Then you should be able to remember
                  the rules.

                                                   CUT TO:

      INT. DIFFERENT CORRIDOR - LOWER FLOOR - DAY

      A darker, even grimmer area. Heavy grids over the lights.
      Distant SLAMMINGS and faint, hoarse SHOUTS. They walk briskly.

                               CHILTON
                  Do not reach through the bars, do not
                  touch the bars. You pass him nothing but
                  soft paper - no pens or pencils. No
                  staples or paperclips in his paper. Use
                  the sliding food carrier, no exceptions.
                  Do not accept anything he attempts to
                  hold out to you. Do you understand me?

                               CLARICE
                  I understand.

                               CHILTON
                  I'm going to show you why we insist on
                  such precautions... On the afternoon of
                  July 8, 1981, he complained of chest pains
                  and was taken to the dispensary. His
                  mouthpiece and restraints were removed
                  for an EKG. When the nurse bent over him,
                  he did this to her...

      He hands Clarice a small, dog-eared photo. Looking at it, she
      is stopped in her tracks. This pleases Chilton.

                               CHILTON (contd.)
                  The doctors managed to re-set her jaw,
                  more or less, and save one of her eyes.
                  His pulse never got over eighty-five,
                  even when he ate her tongue.
                     (pause; he smiles)
                  I keep him in here.

      He turns, pushes a button. A steel door BUZZES slowly open, and
      BARNEY - a big, impassive orderly - awaits them in an anteroom.
      On its walls: restraints, mouthpieces, Mace, tranquilizer guns.

                               CLARICE
                     (quickly blocking him)
                  Dr. Chilton - if Lecter feels you're his
                  enemy - as you've said - them maybe I'll
                  have more luck by myself. What do you think?

                               CHILTON
                     (annoyed)
                  You might have suggested that in my office,
                  and saved me the time.

                               CLARICE
                  But then I would've missed the pleasure
                  of your company.

      She holds out the photo. A beat. He grabs it, jaw twitching.

                               CHILTON
                  When she's finished, bring her out.

      He turns on his heel, goes. Barney smiles reassuringly.

                               BARNEY
                  Hi, I'm Barney. He told you, don't
                  get near the bars?

                               CLARICE
                     (shaking his hand)
                  Clarice Starling. Yes, he did.

                               BARNEY
                  Okay. Past the others, it's the last
                  cell. Stay to the middle. I put out a
                  chair for you.

      Sensing her tension, he indicates a nearby security monitor.

                               BARNEY (contd.)
                  I'm watching. You'll do fine.

      Clarice nods gratefully. She looks down the long corridor,
      takes a deep breath, walks into it. He watches her go.

                                                   CUT TO:

      INT. DR. LECTER'S CORRIDOR - DAY

      MOVING SHOT - with Clarice, as her footsteps ECHO. High to her
      right, surveillance cameras. On her left, cells. Some are padded,
      with narrow observation slits, others are normal, barred...
      Shadowy occupants pacing, MUTTERING... Suddenly a dark figure
      in the next-to-last cell hurtles towards her, his face mashing
      grotesquely against his bars as he hisses.

                               DARK FIGURE
                  I c-can sssmell your cunt!

      Clarice flinches momentarily, but then walks on.

      DR. LECTER'S CELL

      is coming slowly INTO VIEW... Behind its barred front wall is a
      second barrier of stout nylon net... Sparse, bolted-down furniture,
      many softcover books and papers. On the walls, extraordinarily
      detailed, skillful drawings, mostly European cityscapes, in
      charcoal or crayon.

      CLARICE

      stops, at a police distance from his bars, clears her throat.

                               CLARICE
                  Dr. Lecter... My name is Clarice Starling.
                  May I talk with you?

      DR. HANNIBAL LECTER

      is lounging on his bunk, in white pajamas, reading an Italian
      Vogue. He turns, considers her... A face so long out of the
      sun, it seems almost leached - except for the glittering eyes,
      and the wet red mouth. He rises smoothly, crossing to stand
      before her; the gracious host. His voice is cultured, soft.

                               DR. LECTER
                  Good morning.

      CUTTING BETWEEN THEM

      as Clarice comes a measured distance closer.

                               CLARICE
                  Doctor, we have a hard problem in
                  psychological profiling. I want to ask for
                  your help with a questionnaire.

                               DR. LECTER
                  "We" being the Behavioral Science Unit,
                  at Quantico. You're one of Jack Crawford's,
                  I expect.

                               CLARICE
                  I am, yes.

                               DR. LECTER
                  May I see your credentials?

      Clarice is surprised, but fishes her ID card from her bag,
      holds it up for his inspection. He smiles, soothingly.

                               DR. LECTER (contd.)
                  Closer, please... clo-ser...

      She complies each time, trying to hide her fear. Dr. Lecter's
      nostrils lift, as he gently, like an animal, tests the air.
      Then he smiles, glancing at her card.

                               DR. LECTER (contd.)
                  That expires in one week. You're not
                  real FBI, are you?

                               CLARICE
                  I'm - still in training at the Academy.

                               DR. LECTER
                  Jack Crawford sent a trainee to me?

                               CLARICE
                  We're talking about psychology, Doctor,
                  not the Bureau. Can you decide for
                  yourself whether or not I'm qualified?

                               DR. LECTER
                  Mmmmm... That's rather slippery of you,
                  Officer Starling. Sit. Please.

      She sits in the folding metal desk-chair. He waits politely
      till she's settled, then sits down himself, faces her happily.

                               DR. LECTER (contd.)
                  Now then. What did Miggs say to you?
                     (She is puzzled)
                  "Multiple Miggs," in the next cell. He
                  hissed at you. What did he say?

                               CLARICE
                  He said - "I can smell your cunt."

                               DR. LECTER
                  I see. I myself cannot. You use Evyan skin
                  cream, and sometimes you wear L'Air du
                  Temps, but not today. You brought your
                  best bag, though, didn't you?

                               CLARICE
                     (beat)
                  Yes.

                               DR. LECTER
                  It's much better than your shoes.

                               CLARICE
                  Maybe they'll catch up.

                               DR. LECTER
                  I have no doubt of it.

                               CLARICE
                     (shifting uncomfortably)
                  Did you do those drawings, Doctor?

                               DR. LECTER
                  Yes. That's the Duomo, seen from the
                  Belvedere. Do you know Florence?

                               CLARICE
                  All that detail, just from memory...?
                               DR. LECTER
                  Memory, Officer Starling, is what I have
                  instead of view.

      A pause, then Clarice takes the questionnaire from her case.

                               CLARICE
                  Dr. Lecter, if you'd please consider -

                               DR. LECTER
                  No, no, no. You were doing fine, you'd
                  been courteous and receptive to courtesy,
                  you'd established trust with the
                  embarrassing truth about Miggs, and now this
                  ham-handed segue into your questionnaire.
                  It won't do. It's stupid and boring.

                               CLARICE
                  I'm only asking you to look at this,
                  Doctor. Either you will or you won't.

                               DR. LECTER
                  Jack Crawford must be very busy indeed if
                  he's recruiting help from the student
                  body. Busy hunting that new one, Buffalo
                  Bill... Such a naughty boy! Did Crawford
                  send you to ask for my advice on him?

                               CLARICE
                  No, I came because we need -

                               DR. LECTER
                  How many women has he used, our Bill?

                               CLARICE
                  Five... so far.

                               DR. LECTER
                  All flayed...?

                               CLARICE
                  Partially, yes. But Doctor, that's an
                  active case, I'm not involved. If you
                  could -

                               DR. LECTER
                  Do you know why he's called Buffalo Bill?
                  Tell me. The newspapers won't say.

                               CLARICE
                  I'll tell you if you'll look at this form.
                     (He considers, then nods)
                  It started as a bad joke in Kansas City
                  Homicide. They said... this one likes to
                  skin his humps.

                               DR. LECTER
                  Witless and misleading. Why do you
                  think he takes their skins, Officer
                  Starling? Thrill me with your wisdom.

                               CLARICE
                  It excites him. Most serial killers
                  keep some sort of - trophies.

                               DR. LECTER
                  I didn't.

                               CLARICE
                  No. You ate yours.

      A tense beat, then a smile from him, at this small boldness.

                               DR. LECTER
                  Send that through.

      She rolls him the questionnaire, in his sliding food tray. He
      rises, glances at it, turning a page or two disdainfully.

                               DR. LECTER (contd.)
                  Oh, Officer Starling... do you think you
                  can dissect me with this blunt little tool?

                               CLARICE
                  No. I only hoped that your knowledge -

      Suddenly he whips the tray back at her, with a metallic CLANG
      that makes her start. His voice remains a pleasant purr.

                               DR. LECTER (contd.)
                  You're sooo ambitious, aren't you...?
                  You know what you look like to me, with
                  your good bag and your cheap shoes? You
                  look like a rube. A well-scrubbed, hustling
                  rube with a little taste... Good
                  nutrition has given you some length of
                  bone, but you're not more than one
                  generation from poor white trash, are you -
                  Officer Starling...? That accent you're
                  trying so desperately to shed - pure
                  West Virginia. What was your father, dear?
                  Was he a coal miner? Did he stink of
                  the lamp...? And oh, how quickly the boys
                  found you! All those tedious, sticky
                  fumblings, in the back seats of cars,
                  while you could only dream of getting out.
                  Getting anywhere - yes? Getting all the
                  way - to the F...B...I.

      His every word has struck her like a tiny, precise dart. But
      she squares her jaw and won't give ground.

                               CLARICE
                  You see a lot, Dr. Lecter. But are you
                  strong enough to point that high-powered
                  perception at yourself? How about it...?
                  Look at yourself and write down the truth.
                     (She slams the tray back at him)
                  Or maybe you're afraid to.

                               DR. LECTER
                  You're a tough one, aren't you?

                               CLARICE
                  Reasonably so. Yes.

                               DR. LECTER
                  And you'd hate to think you were common.
                  My, wouldn't that sting! Well you're far
                  from common, Officer Starling. All you
                  have is the fear of it.
                     (beat)
                  Now please excuse me. Good day.

                               CLARICE
                  And the questionnaire...?

                               DR. LECTER
                  A census taker once tried to test me. I
                  ate his liver with some fava beans and
                  a nice chianti... Fly back to school,
                  little Starling.

      He steps backwards, then returns to his cot, becoming as still
      and remote as a statue. Frustrated, Clarice hesitates, then
      finally shoulders her bag and goes, leaving the questionnaire
      in his tray. But after just a few steps, as she passes -

      MIGG'S CELL -

      she sees that creature at his bars again, hissing at her.

                               MIGGS
                  I b-bit my wrist so I c-can diiiieeee!
                  S-ee how it bleeeeeeeeds?

      The dark figure suddenly flings his palm towards her, and -

      CLARICE

      is spattered on the face and neck - not with blood, but with
      pale droplets of semen. She gives a little cry, touching her
      fingers to the wetness. Stunned, near tears, she forces herself
      to straighten up and walk on, fumbling for a tissue. From
      behind her, Dr. Lecter calls out, very agitated.

                               DR. LECTER (O.S.)
                  Officer Starling... Officer Starling!

      Clarice slows, stops. She shudders, but makes the very difficult
      choice to turn, walk back, stand again in front of -

      DR. LECTER -

      who's shivering with rage. For an instant his face opens, and
      we catch a glimpse into hell itself. Then he's composed again.

                               DR. LECTER
                  I would not have had that happen to you.
                  Discourtesy is - unspeakably ugly to me.

                               CLARICE
                  Then please - do this test for me.

                               DR. LECTER
                  No. But I will make you happy... I'll
                  give you a chance for what you love
                  most, Clarice Starling.

                               CLARICE
                  What's that, Dr. Lecter?

                               DR. LECTER
                  Advancement, of course.
                     (beat)
                  Go to Split City. See Miss Mofet, an
                  old patient of mine. M-O-F-E-T...
                  Now go. Go.
                     (a smile)
                  I don't think Miggs could manage again
                  so soon, even if he is crazy - do you?

                                                   CUT TO:

      EXT. THE HOSPITAL - PARKING LOT - DAY

      The grim gothic pile of the asylum looms overhead as Clarice
      rushes out the front doors. She is badly shaken, almost stumbling,
      as she rubs at her face. She looks around for, and finally,
      with some relief, spots -

      HER CAR

      an old Pinto, parked nearby. This image begins to BLUR...

      CLOSE ON

      her face, fighting tears, as the CAMERA begins to WHIRL AROUND
      her, almost dizzily. She is seeing, in her mind's eye -

      IN FLASHBACK

      A screen door banging open, on a wooden porch, and a 10-year
      old girl - the young Clarice - rushing outside, down the
      front steps, and running joyfully across her front yard to -

      MOVING ANGLE - THE GIRL'S POV -

      A car - late 60's vintage - parked in the dirt road. A MAN,
      Clarice's father, is just climbing out. He's tall, handsome,
      and has a marshal's badge pinned on his dark suit. He grins,
      seeing her, and spreads his arms wide as

      THE YOUNG CLARICE

      rushes into them, and he sweeps her up in a hug, spinning
      her around, the CAMERA SPINNING with them, and capturing
      both their laughing faces, before we abruptly return to -

      THE ADULT CLARICE

      alone in the parking lot, sagging against her car. Her face
      is buried in her arms, she shoulders shaking. SOUND UPCUT -
      a steady, rapid series of GUNSHOTS, as we

                                                   CUT TO:

      INT. FBI ACADEMY FIRING RANGE - DAY

      Clarice, in a combat stance, and wearing a sound-muffling
      headset, is squeezing off ROUND after ROUND at

      A MOVING TARGET -

      the sillouette of a man, approaching along a track. Her shots,
      tightly grouped, are all finding the center chest. The target
      stops, quite close to her, still swaying.

      CLARICE

      stares at it, deftly working her speedloader. Then she puts
      a final, emphatic shot right through

      THE FIGURE'S FOREHEAD

                                                   CUT TO:

      INT. FBI ACADEMY LIBRARY - NIGHT

      CLOSE ON a microfilm monitor - a grainy newsphoto of Dr. Lecter,
      scrawling past, with an accompanying story ("New Horrors in
      Cannibal Trial"), dated 1980.

      CLARICE

      is punching keys on the terminal. Other trainees study at
      nearby tables. She pauses, jotting a note on her pad, as
      Ardelia comes by, carrying an armful of books.

                               ARDELIA
                  Phone call, Clarice. It's God.

                               CLARICE
                  Thanks, Ardelia.

      MOVING ANGLE

      as Clarice rises, grabbing her notebook, and follows Ardelia
      past high metal bookstacks.

                               ARDELIA
                  You missed Fourth Amendment law.
                  Unlawful seizure, real juicy stuff.
                  Where were you all afternoon?

                               CLARICE
                  Pleading with a crazy man, with come
                  all over my face.

      Ardelia stares at her, figures it's a put-on, laughs.

                               ARDELIA                               
                  Damn. Wish I had time for a social life.

      Clarice grins, as Ardelia indicates a phone receiver resting
      on the check-out desk, then moves on. Clarice picks it up.

                               CLARICE
                     (on phone)
                  Mr. Crawford?

                                                   CUT TO:

      INT. CRAWFORD'S HOUSE - STUDY - NIGHT

      Crawford, in a cardigan, sits in a wing chair in the booklined
      study of his suburban home. He turns the pages of Clarice's 
      memo as they talk. His tone is sharp.

                               CRAWFORD
                  I've read your interim memo on Lecter.
                  You sure you've left nothing out?

      INTERCUTTING -

                               STARLING
                  It's all there, sir, practically
                  verbatim.

                               CRAWFORD
                  Every word, Starling? Every gesture?

                               STARLING
                     (a bit heatedly)
                  Right down to the kleenex I used.
                     (He is silent)
                  Sir, why? Is something wrong?

                               CRAWFORD
                  He mentioned a name, at the very end.
                  "Mofet..." Any followup on her?

                               STARLING
                  I spent all evening on the mainframe.
                  Lecter altered or destroyed most of his
                  patient histories, prior to capture. No
                  record of anyone named Mofet. But "Split
                  City" sounded like it might have have
                  something to do with divorce. I tracked
                  it down in the library's catalogue of
                  national yellow pages.
                     (glancing at her notes)
                  It's a mini-storage facility outside
                  Baltimore, where Lecter had his practice.

      She pauses, expecting some soft of approval for her cleverness.

                               CRAWFORD
                  Well? Why aren't you there right now?

                               STARLING
                  Sir, that's a field job. It's outside
                  the scope of my assignment. And I've
                  got a test tomorrow on -

                               CRAWFORD
                  Do you recall my instructions to you,
                  Starling? What were they?

                               STARLING
                  To complete and file my report by 0800
                  Wednesday. But sir -

                               CRAWFORD
                  Then do that, Starling. Do just exactly
                  that.

                               STARLING
                  Sir, what is it? There's something you're
                  not telling me.

                               CRAWFORD
                     (beat)
                  Miggs has been murdered.

                               STARLING
                     (startled, upset)
                  Murdered...? How?

                               CRAWFORD
                  The orderly heard Lecter whispering to
                  him, all afternoon, and Miggs crying.
                  They found him at bed check. He'd
                  swallowed his own tongue... Chilton
                  is scared stiff the family will file
                  a civil rights lawsuit, and he's trying
                  to blame it on you. I told the
                  little prick your conduct was flawless.
                     (beat)
                  Starling...?

                               STARLING
                  I'm here, sir, I just - I don't know
                  how to feel about it.

                               CRAWFORD
                  You don't have to feel any way about
                  it. Lecter did it to amuse himself.
                  Why not, what can they do? Take away
                  his books for awhile, and no jello...
                     (a bit softer)
                  I know it got ugly today. But this is
                  your report, Starling - take it as far
                  as you can. On your own time, outside
                  of class. Now carry on.

      ANGLE ON CLARICE -

      as we hear the loud CLICK of Crawford hanging up. She stares
      at her receiver, stung by his abruptness.

                               CLARICE
                  Well God damn it! You old creep. Creepo
                  son of a bitch. Let Miggs squirt you
                  and see how you like it.

      She slams her receiver into its cradle.

      ANGLE ON CRAWFORD -

      as he flips aside her memo, then rises, wearily. He leaves his
      study, flicking off the lamp, and pads away in his slippers.

                                                   CUT TO:

      INT. CRAWFORD'S BEDROOM - NIGHT

      A private nurse, in white, stands marking a clipboard chart, as
      Crawford enters his tidy bedroom.

                               CRAWFORD
                  I'll take over, Patricia. You get
                  some rest.

      The nurse nods, hands him the chart, and goes. He glances at
      it, then sets it aside. He crosses to -

      BELLA CRAWFORD -

      who lies in an elevated hospital bed. Nearby are an oxygen
      tank and mask, floral arrangements. Her breathing is shallow,
      very labored. Crawford looks down at his comatose wife for a
      long moment, tenderly brushes a strand of her hair back into
      place, then bends over to kiss her forehead. SOUND UPCUT -
      THUNDER and RAIN...

                                                   DISSOLVE TO:

      EXT. "SPLIT CITY MINI-STORAGE" - DUSK (RAINING)

      An orange neon sign, streaked with rain, identifies out loca-
      tion. It looms over a hurricane fence, topped with barbed wire.
      Inside, row on row of garage-sized, cinderblock sheds.

                               MR. YOW (V.O.)
                  Unit 31 was leased for ten years. Prepaid
                  in full... The contract is in the
                  name of "Miss Hester Mofet."

                                                   CUT TO:

      EXT. STORAGE UNIT NUMBER 31 - DUSK

      Clarice, kneeling before a closed, roll-up metal door, takes a
      FLASH photo of its sealed padlock. EVERETT YOW, a fat, 60ish
      Chinaman, holds an umbrella over them both. He looks unhappy.

                               CLARICE
                  So no one's been in here since - 1980?

      She opens the padlock, using a fat ring of tagged keys, then
      sets aside both keys and lock.

                               MR. YOW
                  Not to my knowledge. Privacy is a great
                  concern to my customers. But, if you say
                  this is an FBI matter...

                               CLARICE
                  I won't disturb anything, Mr. Yow, I
                  promise. Be gone before you know it.

      Slinging her camera over a shoulder, she tugs at the handle, but
      the door won't budge. Another tug, harder - no good. Mr. Yow
      stoops to help, puffing hard, but it's firmly stuck. He sighs.

                               MR. YOW
                  We could return tomorrow, with my
                  son. Or perhaps some workmen...?

      Clarice crosses to her Pinto, which faces the shed, reaches in
      to turn on her headlights. Mr. Yow blinks in the sudden brightness.
      Then she opens her truck, rummaging inside, and returns
      with a bumper jack, a flashlight, and a rubber floor mat.

                               CLARICE
                  Would you hold these, please?

      She gives him her flashlight and camera, drops the mat on the
      ground, then sets the bumper jack in place, under the center
      of the door. She pumps on the jack handle as the door SQUEALS
      slowly up, but it won't go higher than about 18 inches, despite
      all her exertions. She spreads out the rubber mat on the cement,
      takes the flashlight from Mr. Yow, then lies on the mat.

                                                   CUT TO:

      INT. THE STORAGE SHED - DUSK (VERY DARK)

      Clarice, backlit, peers under the door. She reaches in, makes
      a sweep with her flashlight. We catch shadowy outlines - boxes,
      then the flattened tires of a car... SOUND of rain on the tin
      roof, and other noises, too - small RUSTLINGS. Mr. Yow's chubby
      face appears down beside Clarice's.

                               MR. YOW
                  It smells like mice... I think I hear
                  them, too - don't you?

      Clarice turns onto her back, starts squirming under the door.

                               MR. YOW (contd.)
                  You're going in there?

                                                   CUT BACK TO:

      EXT. STORAGE UNIT NUMBER 31 - DUSK

      Clarice pulls her head back out again, reaching to take her
      camera from him. She hands him a card, trying to appear nonchalant.

                               CLARICE
                  Mr. Yow, if this door should fall down
                  - ha ha! - or anything else - would you
                  be kind enough to call this number? It's
                  our Baltimore field office. They know
                  you're here with me... Do you understand?

                               MR. YOW
                  Might I suggest tucking your pants into
                  your socks? To prevent mouse intrusion.

                               CLARICE
                     (beat)
                  Good idea.

                                                   CUT BACK TO:

      INT. STORAGE SHED - DUSK (VERY DARK)

      Clarice squirms, on her back, through the narrow opening. As
      she squeezes all the way in, she snags one thigh on the metal
      edge of the door. She curses softly, shining her flashlight on
      her ripped khakis - there's a small streak of blood.

                               MR. YOW (O.S.)
                  Okay, Miss Starling?

                               CLARICE
                  Okay, Mr. Yow...

      She shines her light around. In its narrow beam, we see -

      CLARICE'S POV - UPWARD, SHIFTING -

      Spiderwebs, everywhere... high stacks of cardboard boxes...
      a few dusty pieces of furniture... the big car, oddly long
      and tall, covered with a tarp... Suddenly there's a scurrying
      of loud MUSICAL NOTES. Clarice turns, scared, her beam
      capturing... an old upright piano.

                               MR. YOW (O.S.)
                  You're playing a piano, Miss Starling?

                               CLARICE
                  That wasn't me.

                               MR. YOW (O.S.)
                  Oh.

      CLARICE

      crawls a bit further. There's hardly room to stand, but she
      finally manages to wriggle upright, clawing away cobwebs, next
      to the car. Holding her light under one arm, she takes several
      FLASH photos of the shed's interior, ending with the car. Then,
      slinging her camera over the shoulder, she folds back the tarp,
      resting it on the roof. The resulting clouds of dust make her
      cough.

      THE CAR -

      is an antique beauty, a 1931 Packard. It's very dusty, despite
      the tarp. Curtains close off the back passenger compartment,
      but there's a narrow gap in them. More mousy RUSTLINGS.

      CLARICE

      peers in through the gap, aiming her flashlight.

      HER POV - SHIFTING -

      as the thin flashlight beam picks out: the broad back seat...
      as open album of lacy, old-fashioned Valentines... a crumpled
      lap rug, on the floor... and then a pair of women's shiny, high-
      heeled pumps... Above these, the hem of a fancy satin evening
      gown - and a pair of pale, stockinged legs.

      CLARICE

      recoils, alarmed, then steadies herself.

                               CLARICE
                  Mr. Yow? Oh Mr. Yow...? It looks like
                  somebody is sitting in this car.

                               MR. YOW (O.S.)
                  Oh my! Oh my... Maybe you better come
                  out now, Miss Starling.

                               CLARICE
                  Not yet! - just wait for me.
                     (under the breath)
                  Maybe in about two seconds.

      She leans down with her camera, takes a FLASH through the gap,
      then tries the door handle. Locked. So is the front door. She
      looks around, aiming her light, and locates a tangle of coathangers,
      sticking out of a carton of bric-a-brac. She pulls out one of
      these, straightens it quickly, bends the tip into a hook.

      CLOSE ANGLE

      as she jams this tool inside the join at the top of the back
      passenger window, then fishes around till she can snag the
      inside door latch, pulling up. A satisfying CLICK.

      CLARICE

      opens the door - it hits stacked boxes, and won't open far -
      then very cautiously leans inside, aiming her flashlight.

      HER POV - MOVING LIGHT BEAM -

      revealing more of the evening gown... a pair of hands, in
      white, elbow-length gloves - one rests on the lap, the other
      atop a large, beaded, drawstring evening bag... thick strands
      of costume pearls over the breasts... and finally the white
      neck stub of a female mannequin. No face or head.

      CLARICE

      sighs with relief. She takes a couple more FLASHES, then very
      carefully lifts out the Valentine album, holding it by the
      corners, and setting it atop the car. Then she eases herself
      inside, onto the back seat, as the springs SQUEAK loudly.

      ONE GLOVED HAND

      slides off the lap, brushing Clarice's thigh.

      CLARICE

      starts a bit, then pokes at the gloved arm, hard. She peels
      back a bit of glove, revealing the white, synthetic elbow. She
      smiles, shaking her head at her own jumpiness, as she reaches
      over the mannequin's lap to loosen the evening bag's drawstring.

      A SEVERED HUMAN HEAD

      stares back at her, as the beaded material slides away.

      CLARICE

      lurches back, gasping loudly, and several long, heart-pounding
      moments pass before she can make herself look more closely.

      THE HEAD

      bobs gently in a pool of alcohol, in a laboratory specimen jar.
      It is a man's head, but grotesquely transformed, by the addition
      of heavy makeup, earrings, and a sodden wig, into a woman's
      face. Over the years the makeup has smeared badly, and the
      pupils have gone almost milky white.

      CLARICE -

      staring at this terrible thing, is pleased to find herself
      quickly regaining control. She murmurs to herself.

                               CLARICE
                  Well, Toto, we're not in Kansas anymore.

                                                   CUT TO:

      EXT. LECTER'S HOSPITAL - PARKING LOT - NIGHT (RAINING)

      A loud clap of THUNDER, as a flash of LIGHTNING illuminates
      the eerie towers and barred windows of the asylum.

      MOVING ANGLE

      on Clarice as she climbs from her car, runs through heavy
      rain towards the main entrance, where a guard admits her.

                                                   CUT TO:

      INT. DR. LECTER'S CELL AND CORRIDOR - NIGHT (DIM LIGHT)

      On a noiseless TV screen, an evangelist rants, waving his arms.
      Behind him, a swaying choir in gaudy robes.

                               CLARICE (O.S.)
                  It's an anagram, isn't it, Doctor?

      PAN TO Clarice, with her wet hair plastered flat, sitting on
      the corridor floor to one side of this TV, which has been
      stationed so that Dr. Lecter cannot avoid seeing it.

                               CLARICE (contd.)
                  Hester Mofet... "The rest of me."
                  Miss The-Rest-of-Me... Meaning, you
                  rented that place.

      HER POV

      He's lost in shadows; we can't see him. He doesn't respond.

      CUTTING BETWEEN THEM -

      Clarice and the darkened call - as she tries again.

                               CLARICE (contd.)
                  You put those - things in there. Paid
                  for it in advance, ten years ago...
                  Why, Dr. Lecter?

      The food carrier suddenly SWISHES out of the cell, making her
      jump up. In its tray is a clean, folded white towel. She
      hesitates, then crosses, takes this.

                               CLARICE (contd.)
                  Thank you.

      She sits again, rubbing her wet hair. When he finally speaks,
      he's on the floor, too - a deeper, hunching darkness in the
      shadows, occasionally striped by the flickering TV light.

                               DR. LECTER
                  Your bleeding has stopped.

                               CLARICE
                  How did -
                     (she stops herself)
                  It's nothing. A scratch.

                               DR. LECTER
                  Why don't you ask me about Buffalo Bill?

                               CLARICE
                     (surprised, a beat)
                  Why? Do you know something about him?

                               DR. LECTER
                  I might if I saw the case file. You
                  could get that for me.

                               CLARICE
                  Why don't you tell me about "Miss Mofet?"
                  You wanted me to find him. Or do I have
                  to wait for the lab?

                               DR. LECTER
                     (sighs)
                  His real name is Benjamin Raspail. A former
                  patient of mine, whose romantic attach-
                  ments ran to, shall we say, the exotic...?
                  I didn't kill him, merely tucked him away.
                  Very much as I found him, in that ridiculous
                  car, in his own garage, after he's
                  missed three appointments. You'd have him
                  under "Missing Person" - which, in poor
                  Raspail's case, could hardly be more true.

                               CLARICE
                  If you didn't kill him, then who did?

                               DR. LECTER
                  Who can say...? Best thing for him, really.
                  His therapy was going nowhere.

                               CLARICE
                  Wouldn't it have been easier to just
                  leave him for the police to find?

                               DR. LECTER
                  And have them clomping about in my life?
                  Oh dear, no... At that time I still had
                  certain private amusements of my own.
                     (beat)
                  How did you feel when you saw him, Clarice?
                  May I call you Clarice?

                               CLARICE
                  Scared, at first. Then - exhilarated.

                               DR. LECTER
                  Ahhh... Why?

                               CLARICE
                  Because you weren't wasting my time.

                               DR. LECTER
                  Do you have something you use, when you
                  need to get up your courage? Memories,
                  tableaux... scenes from your early life?

                               CLARICE
                  I don't know. Next time I'll have to check.

                               DR. LECTER
                  Jack Crawford is helping your career,
                  isn't he? Apparently he likes you. And
                  you like him, too.

                               CLARICE
                  I never thought about it.

                               DR. LECTER
                  Your first lie to me, Clarice. How sad.
                  Tell me - do you think Crawford wants
                  you, sexually? True, he's much older,
                  but - do you think he visualizes...
                  scenarios, exchanges...? Fucking you?

                               CLARICE
                  That doesn't interest me, Doctor. And
                  it's the sort of thing Miggs would ask.

                               DR. LECTER
                  Not anymore.
                     (beat)
                  Surely the odd confluence of events hasn't
                  escaped you, Clarice. Crawford dangles
                  you before me. Then I give you a bit of
                  help. Do you think it's because I like
                  to look at you, and imagine how good you
                  would taste...?

                               CLARICE
                  I don't know. Is it?

                               DR. LECTER
                  Or doesn't this all begin to suggest to
                  you a kind of... negotiation? There's
                  something Crawford can give me, and I
                  want to trade for it. I even wrote to
                  him, offering my help. But he hates me,
                  so he won't deal directly.

      Dr. Lecter slowly turns up the rheostat in his cell. As his
      lights rise, we see that the cell's been stripped bare. Gone
      are his books, drawings, mattress - even his toilet seat. She
      stands, too, startled. They face each other.

                               DR. LECTER (contd.)
                  Punishment, you see. For Miggs. Just
                  like that gospel program. When you leave,
                  they'll turn the volume way up. Chilton
                  does enjoy his petty torments.

                               CLARICE
                  Who killed Raspail, Doctor...? You know,
                  don't you?

                               DR. LECTER
                  I've been in this room for eight years,
                  Clarice. I know they will never, ever
                  let me out while I'm alive. What I want
                  is a view. I want a window where I can
                  see a tree, or even water. I want to be
                  in a federal institution, away from
                  Chilton - and I want a view. I'll give
                  good value for it. Crawford could do that
                  for me, but he won't. You persuade him.

                               CLARICE
                     (almost a whisper)
                  Who killed your patient?

                               DR. LECTER
                  Oh, a very naughty boy. Someone you and
                  Jack Crawford are most anxious to meet.

                               CLARICE
                  Buffalo Bill...?
                     (incredulous)
                  Bill killed him, all those years
                  ago...? That's impossible.

      But Dr. Lecter only smiles, enigmatically.

                               DR. LECTER
                  Who is he stalking right now, Clarice?
                  I wonder, don't you? How many more
                  young women will have to die, before
                  you trade with me...?

      As Clarice stares at him, unsure how to respond -

                                                   DISSOLVE TO:

      INT. CATHERINE MARTIN'S APT. - MEMPHIS, TENNESSEE - NIGHT

      CATHERINE MARTIN takes a long toke from a bong pipe. She is 21,
      a tall, big-boned, rather fleshy girl with long brown fair.
      Her head is on the lap of her boyfriend, CODY; they're sprawled
      on a couch in the den of her well-furnished apartment. The TV
      in on, with low SOUND.

                               CATHERINE
                  This stuff's givin' me the munchies.
                  Where's that bag of popcorn?

                               CODY
                  Shit. Left the groceries in the car.

      He starts to rise, but she pushes him back.

                               CATHERINE
                  'S okay, I'll go.

      She rises, goes out the front door.

                                                   CUT TO:

      EXT. PARKING LOT - THE APARTMENT COMPLEX - NIGHT

      Catherine straightens, with her bag of groceries, shutting
      her car's back door. She sees, a short distance away -

      A MAN -

      standing at the open rear door of a brown panel truck. His
      right forearm is in a cast and sling; he is struggling,
      unsuccessfully, to hoist an armchair into the truck. Parked
      nearby, other cars, RVs, a boat on a trailer. A thin, breast-
      high fog fills the lot; arc lights make yellow pools.

      CATHERINE

      hesitates, then crosses towards the man.

                               CATHERINE
                  Help you with that?

                               MAN
                  Would you? Thanks.

      His voice is odd, strained, very soft. A fog lamp, set on end
      on the ground, distorts his features from below. We can't get
      a good glimpse of his face, but his body is plump, above average
      height; he's in his mid 30's. She sets down the bag, then
      together they easily lift the chair into the truck.

                               MAN (contd.)
                  Let's slide it up, you mind?

                                                   CUT TO:

      INT. THE PANEL TRUCK - NIGHT

      He climbs inside the truck, ducking under a small hand winch,
      and grabs the chair. She hesitates again, but climbs in after
      him; together they slide the chair forward, behind the seats.

                               MAN
                  Are you about a size 14?

                               CATHERINE
                     (surprised)
                  What?

      Suddenly, in the shadowy dark, he clubs her over the back of
      her head with his cast. She moans, slumps unconscious, sliding
      off the armchair to lie on her stomach. He pulls off his cast
      and sling, tosses them aside, then hops out of the truck, grabs
      his lamp, climbs back inside, and pulls the door shut. He bends
      over her face with the lamp. We hear her shallow BREATHING.

                               MAN
                  Good.

      He peels back the collar of her blouse, reading the size tag.

                               MAN (contd.)
                  Good.

      He carefully slits her blouse up the back, with a pair of
      bandage scissors, peeling apart the two halves. There's no
      bra strap. He strokes her bare skin delicately, very happily.

                               MAN (contd.)
                  Gooood...

                                                   CUT TO:

      EXT. THE PARKING LOT - NIGHT

      LOW ANGLE - CLOSE - on Catherine's grocery bag, as her blouse
      is tossed out beside it. SOUND of the truck's motor starting.
      The truck backs up, one rear wheel knocking over the bag, partly
      squashing it. Then is drives away, taillights shrinking, as
      a lone orange rolls slowly away from the bag...

                                                   DISSOLVE TO:

      INT. FBI ACADEMY CLASSROOM - QUANTICO - DAY

      CLOSE ON a large video screen, where a BLURRY image gradually
      sharpens, resolving into two separate pieces of fabric.

                               INSTRUCTOR (O.S.)
                  Electron microscopy reveals fiber
                  "signatures" that are nearly as dis-
                  tinct as fingerprints...

      CLARICE

      sits at a long table, with other trainees. Ardelia is beside
      her. Other tables and students in the b.g. Each trainee has his
      own microscope. Clarice is tired, but straightens, hearing -

                               INSTRUCTOR (contd.,O.S.)
                  Both of these blouses were worn by vic-
                  tims of Buffalo Bill. They were found in
                  two different states, and four months
                  apart. He always slits them up the back,
                  like a funeral suit...

      ON THE SCREEN -

      successively CLOSER VIEWS of the cut fabric edges, until we are
      seeing individual threads, big as tree limbs. The cuts match.

                               INSTRUCTOR (contd.,O.S.)
                  The bunching you see - this compression -
                  is characteristic of scissor cuts, rather
                  than a single blade. And, as you see -
                  Bill always uses the same pair...

      ANGLE ON THE DOOR -

      as John Brigham, the gunnery instructor, sticks his head in.

                               BRIGHAM
                  Clarice Starling! Are you in here?

                                                   CUT TO:

      INT. HALLWAY - CLASSROOM BUILDING - DAY

      Clarice and Brigham walk briskly down the hall, passing other
      trainees. He carries a small canvas bag.

                               BRIGHAM
                  Get your field gear, take stuff for
                  overnight. You're goin' with Crawford.

                               CLARICE
                  Where?

                               BRIGHAM
                  Some fishermen in West Virginia found
                  an unidentified girl's body. It's a
                  Buffalo Bill-type situation. Been in
                  the water about a week, and Jack needs
                  somebody that can print a floater.
                  Think you can handle it?

                               CLARICE
                     (thinking quickly)
                  I'll need the big fingerprint kit...
                  and the one-to-one Polaroid, the CU-5,
                  with film packs and batteries.

                                                   CUT TO:

      INT. BRIGHAM'S JEEP CHEROKEE - DAY (DRIVING)

      Brigham steers as they pass hangars, parked planes, an airstrip.
      Clarice holds a big fingerprint kit and a weekend bag.

                               BRIGHAM
                  Jack's pretty tough on you, isn't he?
                  Impatient...

                               CLARICE
                  Sometimes.

                               BRIGHAM
                  He's got a lot on his mind besides
                  Buffalo Bill... His wife, Bella, is
                  real sick. Comatose... I'm tellin'
                  you about it now, 'cause he may never.

      Clarice absorbs this in silence as they stop near an ancient,
      rather dilapidated Beechcraft. Its door is open, the twin props
      and beacons already turning. Brigham turns to her, holding out
      his small canvas bag.

                               BRIGHAM
                  You're goin' in the field, so you
                  gotta have full kit. Take this - it's
                  my own...

      Clarice opens the bag, stares at the big blue gun nestled in
      its shoulder holster. She looks up at him, touched.

                               BRIGHAM (contd.)
                  Wear it, don't ever leave it in your
                  purse. Dry fire it whenever you get the
                  chance. And do your exercises.

                               CLARICE
                  I will... I promise.

                               BRIGMAN
                  Listen, I hope you never need a thing
                  I've taught you. But you've got something...
                  Jack sees it, I do too. If you ever 
                  need to, you can shoot.

      She nods, climbs out. Then she looks back in at him. They're
      both moved by this rite of passage, but a little embarrassed.

                               BRIGHAM (contd.)
                  Bless you, Starling...

                                                   CUT TO:

      INT. BEECHCRAFT PLANE - DAY (FLYING)

      CLARICE'S POV - out the plane's window, at the landscape far
      below. Wisps of cloud, a quilt of farms.

      CLARICE

      turns from the window, looks at a think folder in her lap. The
      cover reads "Case File: / BUFFALO BILL." Clarice is moody, dis-
      tracted. She hesitates, then opens the file, begins to scan.

      INSERTS - HER POV -

      Police forms, some handwritten... Typed lab reports; we catch
      words, phrases: "Autopsy Protocols", "Histamine Analysis"...
      Grainy enlargements of bullet slugs, showing matched grooves...
      And then a stack of victim photos. The first one, taken from a
      good distance away, shows a nude female body, face down on a
      pebbly riverbank, surrounded by bits of litter.

      CLARICE

      hesitates again, then flips this photo to look at the next. It
      makes her flinch, just slightly. Quickly she turns through
      several more photographs, trying hard to concentrate.

                               CRAWFORD (O.S.)
                  He keeps them alive for three days.

      NEW ANGLE -

      shows Crawford standing over her, swaying with the plane's
      motion. Behind him, the open cockpit door, the pilot's back.
      Crawford sits, removing sunglasses. He rubs his eyes.

                               CRAWFORD (contd.)
                  Why, we don't yet know... There's no
                  evidence of rape or physical abuse
                  prior to death. All the mutilation you
                  see there is post-mortem.
                     (a beat; he glances at her)
                  I'm hot, are you hot? Bobby, it's too
                  damned hot back here...

      The pilot adjusts a valve. Crawford turns to her again.

                               CRAWFORD (contd.)
                  So. Three days. Then he shoots them,
                  skins them - usually just the torsos -
                  and dumps them. Each body in a different
                  river, in a different state, downstream
                  from an interstate highway. The water
                  leaves us no fingerprints, fibers, DNA
                  fluids - no trace evidence at all. That's
                  Fredrica Bimmel, the first one...

      A COLOR PHOTO - IN CLARICE'S HANDS -

      shows a pretty, plump-cheeked brunette, in her high school 
      graduation cap and gown. She smiles at us with touching optimism.

                               CRAWFORD (contd., O.S.)
                  A big girl, like all the rest. Went
                  about 160... Her corpse was the only
                  one he took the trouble to weight down,
                  so actually, she was the third girl
                  found. After her, he got lazy...

      NEW ANGLE -

      as Clarice stares at the girl's face, moved. Crawford pulls
      a map from the file, spreads it out. It shows the central and
      eastern U.S., with widely-spaced, hand-drawn markings.

                               CRAWFORD (contd.)
                  Blue square for Belvedere, Ohio, where
                  the Bimmel girl was abducted. Blue
                  triangle where her body was found - down
                  here in Missouri. Same marks for the
                  other four girls, in different colors.
                  This new one, today... washed up here.
                     (He marks with a Flair pen)
                  Elk River, in West Virginia, about six
                  miles below U.S. 79. Real boonies.

                               CLARICE
                  There's no correlation at all between
                  where they're kidnapped and where
                  they're found...?
                     (He shakes his head)
                  What if - what if you trace the heaviest-
                  traffic routes backwards from the dump
                  sites? Do they converge at all?

                               CRAWFORD
                  Good idea, but he thought of it, too.
                  We've run simulations, using different
                  vectors and the best dates we can assign.
                  You put it all in the computer, and
                  smoke comes out. No, this one is different.
                  Then one has seen us coming...

                                                   CUT TO:

      INT. RENTAL CAR - DAY (DRIVING)

      Crawford steers, following a highway patrol car along a winding
      mountain road. Clarice has the file open on her lap. He
      glances at her, inscrutable behind his sunglasses.

                               CRAWFORD
                  Talk about him, Starling. Tell me what
                  you see.

                               CLARICE
                     (choosing her words carefully)
                  He's a white male... Serial killers tend
                  to hunt within their own ethnic group.
                  And he's not a drifter - he's got his
                  own house, somewhere. Not an apartment.

                               CRAWFORD
                  Why?

                               CLARICE
                  What he does with them - takes privacy...
                  Time, tools... He's in his 30's or 40's -
                  he's got real physical strength, but
                  combined with an older man's self-control.
                  He's cautious, precise, never impulsive...
                  This won't end in suicide, like they
                  often do.

                               CRAWFORD
                  Why not?

                               CLARICE
                  He's got a real taste for it now. And
                  he's getting better at his work.

                               CRAWFORD
                     (a beat; impressed)
                  Maybe you've got a knack for this...
                  I guess we're about to find out.

                               CLARICE
                     (quietly, evenly)
                  Like I have a "knack" for Dr. Lecter?

      He studies her a few moments, measuring her anger.

                               CRAWFORD
                  Okay, Starling. Let's have it.

                               CLARICE
                  You haven't said a word today about
                  that garage. Or what I found there.

                               CRAWFORD
                  What should I say? You did fine work.
                  We'll wait on the lab.

                               CLARICE
                  You knew. You knew from the start that
                  Lecter held the key to this... But you
                  weren't up front with me. You sent me in
                  to him naked.

                               CRAWFORD
                     (beat)
                  Are you finished?

                               CLARICE
                  He starts this - buzzing in me, in my
                  head. He makes me feel violated...
                  You used me, Mr. Crawford.

      A shadow of regret passes over his face, but he answers sternly.

                               CRAWFORD
                  Number One. Maybe there's a connection,
                  maybe not. Lying and breathing are the
                  same thing to Lecter. Number Two. If I'd
                  sent you in there with something to hide
                  from him, he'd have known it, instantly.
                  He'd never have trusted you.

      She starts to answer, then is silent. He is right. By now the two
      cars are entering a tidy little town - tree-lined streets, wooden
      houses, one-story shops, mountains in the b.g. They slow, turn.

                               CRAWFORD (contd.)
                  Number Three, I didn't bring you along
                  today just because you can do first-rate
                  forensics. If Lecter is becoming part
                  of this case, you've got the most current
                  read on him. And Number Four - you don't
                  have to like me, or the way I do things.
                  But you do have to keep a cool head.
                  Especially now... Because from here on
                  out, you'll know everything I do. Are we
                  straight on that?

      Clarice nods, silently; it's as close to an apology as she's
      likely to get. She stares out the windshield.

      JUST AHEAD OF THEM -

      the highway patrol cruiser noses into a curb, next to other
      police cars, facing a big white frame house. Its sign reads
      "Potter Funeral Home." Two troopers climb from the car.

      CRAWFORD

      parks too, then kills the engine. He turns to her, removing
      his sunglasses, gestures to the case file.

                               CRAWFORD
                     (softly)
                  You think about him long enough, you get
                  a feel for him... Then, if you're lucky,
                  out of all the stuff you know, one little
                  part of it tugs at you, tries to get your
                  attention... You let me know when that
                  happens, Starling. Live right behind your
                  eyes, today. Don't try to impose any patterns
                  on this guy. Just stay open and let
                  him show you...

      One of the troopers, impassive in his sunglasses and hat, peers
      in through Crawford's window. Crawford nods to him, then turns
      back to Clarice.

                               CRAWFORD (contd.)
                  School's out, Starling.

                                                   CUT TO:

      EXT. SIDEWALK OF THE FUNERAL HOME - POTTER, WEST VA. - DAY

      SOUND of organ music, as Clarice, carrying her fingerprint
      kit, mounts some steps to the sidewalk. She stops, seeing -

      COUNTRY PEOPLE

      in their somber best, filing into the mortuary for a service.
      The music - "Shall We Gather At The River?" - is issuing from
      the open double doors. Several of the mourners glance over at
      her curiously.

      ANGLE ON CLARICE -

      staring back at the mourners, hearing the music, as a sense
      memory is triggered in her...

      IN FLASHBACK - LOW ANGLE, MOVING -

      as we approach, down the aisle of a country chapel, an open
      wooden coffin. Sad country faces turn, looking at us from the
      flanking pews. The b.g. organ hymn is "Shall We Gather...?"

      THE SAD, 10 YEAR-OLD CLARICE -

      in her best dress, is reluctantly approaching the casket. Her
      hands are held by the plump hands of unseen matrons.

      CHILD'S POV -

      on the looming coffin... closer and closer... until finally
      she can see, lying inside it... her dead father, arms folded,
      his marshal's badge still pinned to his lapel.

                               CRAWFORD (V.O.)
                  Starling...?

      NEW ANGLE (PRESENT DAY) -

      as the grownup Clarice turns towards the impatient Crawford.
      Like her, he carries a large case.

                               CRAWFORD (contd.)
                  We're around back.

                                                   CUT TO:

      INT. FUNERAL HOME - BACK CORRIDOR - DAY

      A young deputy, several state troopers, and a SHERIFF are all
      waiting, as Crawford and Clarice enter. The dim, cluttered corridor
      doubles as storage space - there's a treadle sewing machine,
      a soft-drink machine, a tricycle. The MUSIC is closer. Crawford
      shakes hands with the sheriff.

                               CRAWFORD
                  Sheriff Perkins? Jack Crawford, FBI...
                  This is Officer Starling. We appreciate
                  your phoning us.

                               SHERIFF
                     (grim, unsociable)
                  I didn't call you. That was somebody
                  from the state attorney's office...
                  'For you do a thing else, I'm gon' find
                  out if this girl's local. It could
                  just be somethin' that outside elements
                  has dumped on us.

      He casts a sidelong, unhappy glance at Clarice.

                               CRAWFORD
                  Wellsir, that's where we can help. If -

                               SHERIFF
                  I don't even know you, Mister... Now
                  we'll extend you ever courtesy, just
                  soon as we can, but for right now -

                               CRAWFORD
                  Sheriff, this, ah - this type of sex crime
                  has some aspects I'd rather discuss just
                  between the two of us. Know what I mean?

      He indicates Clarice with his eyes. The sheriff hesitates,
      nods, then lets Crawford guide him into a small office, clo-
      sing the door behind them. Muffled WORDS from there.

      CLARICE -

      burning at this slight, is left alone with the troopers, who
      peek at her with shy curiosity. She pulls her blazer a bit
      tighter, self-conscious about her bulging shoulder holster.

      ANGLE ON THE OFFICE DOOR -

      as, after a few more moments, the sheriff and Crawford emerge.
      The sheriff, still not very happy, addresses his deputy.

                               SHERIFF
                  Oscar, run fetch Dr. Akin from the
                  chapel. And tell Lamar to come on when
                  he's done playin' that music.

                                                   CUT TO:

      INT. EMBALMING ROOM - DAY

      Crawford, in one corner of the room, has set up a Litton
      Policefax fingerprint transmitter. SOUND of many men's low
      voices, in b.g. He is on the phone, and has to speak loudly.

                               CRAWFORD
                  I need a six-way linkup! Chicago,
                  Detroit, Cleveland, St. Louis,
                  Atlanta, and Dallas... What?... Can
                  you hear me...?

      He looks around, frustrated by the noisy circus atmosphere.

      CLARICE

      is pulling on a pair of surgical gloves. She raises her
      voice, turning up her natural accent by several notches.

                               CLARICE
                  Gentlemen. You officers and gentlemen!
                  Listen here a minute, please. There's
                  things I need to do for her...

      WIDER ANGLE -

      as we see that the small room is very crowded with deputies
      and troopers. They gradually fall silent, looking at her.

                               CLARICE (contd., O.S.)
                  Y'all brought her this far, and I know
                  her folks would thank you if they could.
                  Now please - go on out and let me take
                  care of her... Go on, now.

      The men look at one another, a little bashfully, then begin to
      to file out, whispering among themselves. As they go, a bright
      green body bag is REVEALED, tightly zipped, lying on a porcelain
      embalming table. It is almost the only modern object in
      this Victorian room, with its glass-paned cabinets and faded
      wallpaper, decorated with cabbage roses.

      FAVORING CRAWFORD -

      as he looks at Clarice with a new degree of respect. Men brush
      by him, till finally only two are left: DR. AKIN, a family g.p.,
      and LAMAR, a lean, whiskey-reddened mortician. SOUND of the door
      closing. Lamar dabs around his nostrils with Vicks VapoRub.

                               CRAWFORD
                     (on phone)
                  We're starting. Tell everybody to stand
                  by for fingerprint transmission.

      CLARICE -

      at a side counter, has turned back to her open fingerprint kit.
      She is lifting out a camera when she hears the ZIPPER of the body
      bag being slowly opened, behind her... One gloved hand flies to
      her mouth as she reacts, involuntarily, to the sudden smell. She
      blinks at her reflection in the cabinet glass, then steels
      herself to turn, look at the corpse.

                               CLARICE
                     (pause; softly)
                  Bill...

      She steadies herself by raising her camera, takes a FLASH photo.

      LOW ANGLE - LOOKING UP, FROM BENEATH TABLE -

      as Dr. Akin gently lifts aside one of the dead girl's arms. A
      piece of fishing line, with multiple hooks, is still snagged
      around it, dangling. Crawford leans in for a closer look.

                               DR. AKIN
                  Wrongful death... She'll have to go to
                  the state pathologist at Claxton when
                  you're done.
                     (Crawford nods)
                  I better - get on back for the rest of
                  that service. Lamar'll help you.
                     (shaken)
                  Lord almighty...

      He leaves, and Clarice leans INTO SHOT, taking another photo.

                               CRAWFORD
                  What do you see, Starling?

                               CLARICE
                  Well, she's not local. Her ears are
                  pierced three times each, and she's
                  wearing green glitter nail polish.
                  Looks like town to me...

      CLOSE ANGLE

      on the calf of one of the girl's legs, as Clarice trails the
      inside of her bare wrist along the skin.

                               CLARICE (contd., O.S.)
                  She waxed her legs, I think... A big
                  girl, just like the others - but she
                  was careful about her appearance...

      UPWARD ANGLE AGAIN -

      as Lamar joins them for a closer look.

                               CLARICE (contd.)
                  Two of the fingernails are broken off,
                  and there's - dirt or grit under the
                  others. She tried to claw her way through
                  something... I'll scrape out samples
                  after I've printed her.

      She takes another FLASH, then quickly reloads film.

                               LAMAR
                  Them fishhooks are set too close
                  together. No wonder the Franklin boys
                  was scared to say they found her.

                               CLARICE
                  Think they were runnin' a trotline?

      Crawford and Lamar both look at her curiously.

                               CLARICE (contd.)
                     (to Crawford)
                  It's a Fish and Game violation. Like
                  poaching. There's a big fine.

                               LAMAR
                  Right... Are you from around here?

                               CLARICE
                  They do it lots of places.

                               CRAWFORD
                  Get photos of her teeth. Then we'll fax
                  her fingerprints to Washington, try to
                  trace her through Missing Persons.

      SIDE ANGLE - CLOSE

      on the dead girl's face. Staring blue eyes, short reddish hair.
      Clarice sets the Polaroid, with its special attachments, against
      the face, while Lamar gently retracts the lips. Each time the
      camera FLASHES, there's a bright glow inside the cheeks.

      NEW ANGLE - CHEST HIGH

      as Clarice examines a developing print.

                               CLARICE
                  She's got something in her throat.

      She hands the print to Crawford; he and Lamar look at it, as
      she searches in her kit.

                               LAMAR
                  When a body comes out of the water,
                  alots of times there's like, leaves
                  and things in the mouth.


      Clarice holds up a pair of forceps. She glances at Crawford,
      who nods. She bends over, partially OUT OF SHOT, and after a
      few moments reappears, holding up a small, brown cylindrical
      object. She turns this in the air, as they all stare.

                               CRAWFORD
                  What is it - some kind of seed pod?

                               LAMAR
                  Nawsir, that's a bug cocoon. But how
                  come that to get way down in there?
                  'Less somebody shoved it in...

      Clarice and Crawford exchange a glance.

                               CRAWFORD
                  She'll be easier to print if we turn her
                  over. Lamar, will you give me a hand?

                               LAMAR
                  Yessir, I will.

      CLARICE

      takes a jar from her kit, carefully drops the cocoon inside.
      SOUND of the men's heavy efforts as they turn over the body,
      O.S. She seals the jar, staring into it at the cocoon.

                               CRAWFORD (O.S.)
                  Starling - what do you make of these?

      She turns to look.

      HER POV -

      High on the corpse's back, over the shoulders, two neat,
      triangular patches of skin are missing.

      NEW ANGLE - TWO SHOT -

      as Clarice looks at Crawford.

                               CLARICE
                  I don't know. I didn't see those on
                  any of the other girls...

                               CRAWFORD
                  They weren't there. Get close-ups.

      Clarice raises her camera, leans in for another FLASH.

                                                   CUT TO:

      EXT. BACK STEPS OF THE FUNERAL HOME - DAY

      Clarice sits outside, with her head on her knees, drained. She
      looks up wanly as Lamar appears, offers her a can of Coke.

                               CLARICE
                  Thanks, I'm not thirsty.

                               LAMAR
                  No, hold it under your chin, there,
                  and on your temples. Cold'll make
                  you feel better. It does me.

      She smiles, touched, and takes the can. When Lamar sees Crawford
      coming outside, he tactfully departs. Crawford sits beside her;
      there's a brief silence. She soothes herself with the can.

                               CRAWFORD
                  When I told that sheriff we shouldn't
                  talk in front of a woman, that really
                  burned you, didn't it?
                     (She is silent)
                  That was just smoke, Starling, I had to
                  get rid of him. You did well in there.

                               CLARICE
                  It matters, Mr. Crawford... Other cops
                  know who you are. They look at you to
                  see how to act... It matters.

                               CRAWFORD
                     (beat)
                  Point taken.

      She looks at him a moment, then offers the can. He opens it.

                               CRAWFORD (contd.)
                  When we get back, I want you to run
                  that bug by the Smithsonian, see if
                  they can identify it. Maybe it's got
                  some limited range, or it only breeds
                  at certain times of year... You found
                  it, Starling, you deserve the credit.

                               CLARICE
                  I'm wondering if he's done that before -
                  placed a cocoon, or an insect. It would
                  be easy to miss in an autopsy, especially
                  with a floater... Can we check back on
                  that?

                               CRAWFORD
                     (shakes his head)
                  The other girls are in the ground. Ex-
                  humations are upsetting for the families.
                  I'll do it if I have to, but -

                               CLARICE
                  Then have the lab check Raspail's head.
                     (He looks at her)
                  Dr. Lecter's patient - have them probe
                  his soft-palette tissues... They'll
                  find another cocoon.

                               CRAWFORD
                  You seem pretty sure of that.

                               CLARICE
                  Raspail was killed by the same man who's
                  killing these girls. And Lecter knows him.
                  Maybe even treated him... You think so,
                  too, don't you? Or you'd never have sent
                  me to that asylum.

      He looks at her for a moment, then sips again.

                               CRAWFORD
                  Before we caught him, Lecter had a big
                  psychiatric practice in Baltimore. But
                  he travelled all over the country -
                  teaching, consulting... Christ, even
                  testifying in murder trials. Who knows
                  how many potential psychos he turned
                  loose, just for the fun of it...?

                                                   DISSOLVE TO:

      INT. MR. GUMB'S CELLAR - DAY (DIM LIGHT)

      A shadowy male figure looks down at us, leaning over the edge
      of a deep hole. He holds a little white poodle in his arms,
      stroking it. This is MR. GUMB, aka "Buffalo Bill."

                               MR. GUMB
                     (softly)
                  Rub the cream on your skin. Rub it
                  in gooood...

      CATHERINE MARTIN

      looks up at him. She is standing on the cement bottom of the pit,
      or oubliette, about 15 feet below floor level. The pit is bare,
      except for a futon and a plastic toilet bucket, from which a thin
      string rises up to the basement. She's soaking wet, in an orange
      jumpsuit, and holds a squeeze bottle of skin lotion. She struggles
      to sound calm.

                               CATHERINE
                  Mister... my family will pay cash. What-
                  ever ransom you're askin' for, they -

      REVERSE ANGLE - UP TOWARDS MR. GUMB

                               MR. GUMB
                  Rub it in! Or you'll get the hose again.

      The little dog squirms in his arms, BARKING excitedly.

                               MR. GUMB (contd.)
                  Yes, it will, Precious, won't it? It
                  will get the hose!

      SIDE ANGLE - AT PIT BOTTOM -

      as Catherine kneels, turning slightly away from him.

                               CATHERINE
                     (under her breath)
                  Oh God... oh God...

      She unzips her jumpsuit, part-way, then squeezes some of the
      lotion onto a palm. She reaches inside her suit, rubs it on.

                               CATHERINE (contd.)
                  Mister, if you let me go, I won't press
                  charges, I promise. You've only has me
                  here a couple days, and -

                               MR. GUMB (O.S.)
                  No. Just one day...

                               CATHERINE
                  Is that all...? See - see, my mom is
                  a real important woman... Well, I guess
                  you already know that. She'll pay you,
                  no questions asked. Whatever cause you
                  represent - Iran, Palestine - she'll
                  see that -

      A sudden blinding glare of light silences her. She looks up,
      shielding her eyes.

      HER POV -

      a floodlamp is descending, attached to a small basket.

                               MR. GUMB
                  Put the bottle in the basket. No
                  funny business, or you'll be sorry...

      NEW ANGLE - CATHERINE -

      as the basket stops, and she steadies it. But as she slips the
      bottle in, she sees something, O.S., just at the fringe of the
      light. She hesitates, looks closer... then begins to scream,
      hysterically, again and again. Her outflung hand hits the lamp,
      and in its swaying glare, we see - high on the concrete walls,
      all around her -

      BLOODY FINGER TRACKS -

      dried now, brownish - left by many pairs of frenzied hands...

                                                   CUT TO:

      INT. CLARICE'S DORM ROOM - FBI ACADEMY - DAWN

      Clarice is at her desk, exercising her right hand with the grip
      flexer, while simultaneously studying a thick law book. Ardelia
      sticks her head in the door, excited.

                               ARDELIA
                  You better come see this.

                                                   CUT TO:

      INT. RECREATION ROOM - FBI ACADEMY - DAWN

      CLOSE ON a TV screen, filled with a photo of Catherine Martin.

                               TV ANCHOR (V.O.)
                  ...was listed at first simply as a
                  missing person, but is now believed to
                  have been kidnapped by the serial killer
                  known only as "Buffalo Bill."

      The photo disappears, replaced by the TV ANCHOR himself.

                               TV ANCHOR (contd.)
                  Memphis Police sources indicate that
                  the missing girl's blouse has been
                  identified, sliced up the back, in what has
                  become a kind of grim calling card.
                  Young Catherine Martin, as we've said,
                  is the only daughter of U.S. Senator
                  Ruth Martin -

      CLARICE

      looks at Ardelia, surprised. Other trainees are drifting into
      the rec room, some whispering among themselves. Clarice stares
      back at the TV intently.

                               TV ANCHOR (contd., O.S.)
                  - the Republican junior senator from
                  Tennessee. And while her kidnapping is
                  not at this point considered to be
                  politically motivated, nevertheless it
                  has stirred the government -

      BACK ON THE TV ANCHOR -

                               TV ANCHOR (contd.)
                  - to its highest levels, the president
                  himself being said to be, and I quote,
                  "intensely concerned." Just moments ago,
                  Senator Martin made this dramatic
                  personal plea...

      SENATOR MARTIN (TV FOOTAGE) -

      fills the screen, in a halo of lens flare, as she speaks to a
      jostling crowd of reporters on the front steps of her Georgetown
      home. A tall woman, late 40's, with a strong, taut face.

                               SEN. MARTIN
                  I'm speaking now to the person who is
                  holding my daughter. Her name is
                  Catherine... You have the power to let
                  Catherine go, unharmed. She's very
                  gentle and kind - talk to her and you'll
                  see. Her name is Catherine...

      CLARICE

      is moved by what she sees. Other trainees are all around her.

                               CLARICE
                     (whispers)
                  Boy, is that smart...

                               ARDELIA
                  Why does she keep repeating the name?

                               CLARICE
                  Somebody's coaching her... They're
                  trying to make him see Catherine as
                  a person - not just an object.

      ON THE TV AGAIN -

                               SEN. MARTIN
                  You have a chance to show the whole
                  world that you can be merciful, as well
                  as strong. Please - I beg you - release
                  my Catherine...

      NEW FOOTAGE -

      as we see (NIGHT, TELEPHOTO) - a taped-off section of Catherine's
      parking lot. Technicians, with instruments, are kneeling by the
      crushed grocery bag.

                               2ND TV ANCHOR (V.O.)
                  Meanwhile. in Memphis, the investigation
                  continued throughout the night, as state
                  and local authorities were joined at the
                  kidnap scene by agents of the FBI...

      MOVING ANGLE (STILL TV FOOTAGE)

      as Jack Crawford is seen striding towards the front door of
      Catherine's apartment, followed by Burroughs and other agents.
      One of them moves quickly towards the CAMERA, waving it back.

      REC ROOM ANGLE - FAVORING ARDELIA

      as the other trainees send up a brief, ironic cheer. But Ardelia
      turns sympathetically towards the troubled Clarice.

                               ARDELIA
                  I don't know whether to say "I'm sorry,"
                  or "Congratulations." But girl? - you
                  just went prime time.

                                                   CUT TO:

      EXT. SMITHSONIAN - MUSEUM OF NATURAL HISTORY - DAY

      The massive Victorian building looms over Constitution Avenue.
      Clarice quickly mounts the steps, carrying a small plastic box.

                               CRAWFORD (V.O.)
                  I don't think he knew that she's a
                  Senator's child. She's a big girl,
                  Starling, like all the rest. We're
                  going on the theory she was randomly
                  targeted by size...

                                                   CUT TO:

      INT. MUSEUM CORRIDOR - DAY

      Clarice, now accompanied by a museum guard, walks through an
      eerie landscape of dinosaur bones - crouching skeletons with
      blank eye sockets, gaping fangs.

                               CRAWFORD (contd., V.O.)
                  By now, Bill's had her for 36 hours.
                  That leaves us just 36 more, before he
                  kills her... But maybe, just maybe,
                  Starling, we caught a real break this
                  time - thanks to you.
                     (beat)
                  We found another bug, in Raspail's head.

                                                   CUT TO:

      INT. MUSEUM OFFICE - DAY

      CLOSE ON an live, enormous, rhinoceros beetle, as it weaves
      its clumsy way among the men on a chessboard, before finally
      stepping off the edge, onto a lettuce leaf.

                               RODEN (V.O.)
                  Time, Pilch! My move.

                               PILCHER (V.O.)
                  No fair! You lured him with produce.

      WIDER ANGLE

      shows two entomologists, both 30ish, hunched over the board.
      RODEN is a pudgy redhead; PILCHER is lean, quite handsome.

                               RODEN
                  Tough noogies! It's still my turn.

                               CLARICE (O.S.)
                  If the beetle moves one of your men,
                  does that count?

      They look up, delighted to see Clarice in the doorway. Both men
      are hopelessly smitten by her.

                               RODEN
                  Of course it counts. How do you play?

                               PILCHER
                     (grins)
                  Officer Starling. Welcome back.

                                                   CUT TO:

      INT. ENTOMOLOGY CORRIDOR - DAY

      MOVING ANGLE as Clarice and the two men go briskly down a
      hall lined with mounted insects, in all shapes and sizes.
      Roden peers at Clarice's new cocoon, in its box.

                               RODEN
                  Where the hell did this one come
                  from? It's practically mush.

                               CLARICE
                  You really don't want to know.

                               PILCHER
                  Your West Virginia specimen gave us
                  quite a bit of trouble, but I finally
                  managed to narrow his species through
                  chaetaxy - studying the skin.

                               RODEN
                  I'm the one who found his perforating
                  proboscis! Are you wearing a gun, right
                  now?
                     (Clarice nods)
                  Ooh, cool! Can I see it? Can I?

                               PILCHER
                  Just ignore him. He's not a Ph.D.

                                                   CUT TO:

      INT. LABORATORY - DAY

      VERY CLOSE (MAGNIFICATION) on the sliced cocoon, as Roden uses
      tweezers and a dental probe to ease out the sodden chrysalis.

                               RODEN (O.S.)
                  The whole trick is to remove the
                  chrysalis without destroying it...
                  The wings are just like wet tissue
                  paper...

      THE TWO MEN

      are hunched over a formica table, peering through square magnifiers
      into stainless trays. Clarice watches curiously. Of their two
      specimens, Pilcher's moth is in much better condition - a big
      brown creature, its wings outspread on towel paper.

                               PILCHER
                     (without looking up)
                  What do you do when you're not detec-
                  ting, Officer Starling?

                               CLARICE
                  I try to be a student, Dr. Pilcher.

                               PILCHER
                  Ever get out for cheeseburgers and beer?
                  The amusing house wine...?

                               CLARICE
                     (smiles)
                  Not lately. But maybe someday.

      He looks up at her, shyly. A little moment passes between them,
      before Roden straightens, exultant.

                               RODEN
                  Positive match!

                               CLARICE
                  You're sure?

                               RODEN
                     (points with his dental probe)
                  West Virginia... Baltimore. Officer
                  Starling, meet Mister Acherontia styx.

      He moves aside for Clarice to get a closer look at Pilcher's
      specimen. She leans forward, intently.

      HER POV (MAGNIFICATION) -

      The wide, furry, brown back of the moth. And there, right between
      the wing bases - wonderful and terrible to see - is nature's
      perfect reproduction of a ghostly human skull.

                               RODEN (O.S.)
                  Better known to his friends as the
                  Death's-head Moth...

                               PILCHER (O.S.)
                  The Latin name comes from two rivers
                  in Hell. Your man - he drops these girls
                  into rivers, every time. Didn't I read
                  that?

      FAVORING CLARICE

      as she looks up at him, awed, excited, almost trembling.

                               CLARICE
                  And there's no way - no natural way -
                  these could've wound up in the bodies?

                               PILCHER
                     (shakes his head)
                  They live in Malaysia. In this country,
                  they'd have to be specially raised,
                  from imported eggs.

                               CLARICE
                     (pause, then softly)
                  Dr. Lecter...

      As the two men stare at her, puzzled, we hear a SOUND UPCUT -
      the wail of police SIRENS - and...

                                                   CUT TO:

      EXT. U.S. ROUTE 95 - DAY (AERIAL SHOT)

      An awesome armada of police vehicles swings through an intersection,
      while normal traffic is held back by highway patrol cruisers.
      The lead cars turn off, hit the entrance ramp to the freeway - 
      SIRENS going, tires SQUEALING, red flashers...

      CLOSER ANGLE

      on a speeding surveillance van, with long antennas and a small
      satellite dish, near the head of the motorcade.

                               CRAWFORD (V.O.)
                  Maybe we can trace how he buys the
                  bugs, starting with U.S. Customs...

                                                   CUT TO:

      INT. THE SURVEILLANCE VAN - DAY (DRIVING)

      The van is crammed with an impressive array of hi-tech equipment,
      all CLICKING and HUMMING. Burroughs is talking quietly on a
      scrambler phone, while another agent works a computer.

                               CRAWFORD (contd., O.S.)
                  Maybe we can locate some of Raspail's
                  old lovers. Maybe, someday...

      CLARICE AND CRAWFORD

      sit in swivel seats at the rear, by a big window. Clarice can't
      resits an occasional peak at the trailing motorcade, awed and a
      bit thrilled to be the center of so much attention.

                               CRAWFORD (contd.)
                  But for Catherine Martin, it all comes
                  down to you and Lecter. You're the one
                  he talks to.

                               CLARICE
                  He's already offered to help... What
                  would happen if we just showed our cards
                  - asked him for Bill?

                               CRAWFORD
                  He offered to help, Starling, not to
                  snitch. That wouldn't give him enough
                  chance to show off. Remember, Lecter
                  looks mainly for fun. Never forget fun.

                               CLARICE
                  But if he knew we have so little time -

                               CRAWFORD
                  If we act too anxious, he'll make us wait.
                  He'll let the Senator keep hoping, day
                  after day, until Catherine finally washes
                  up. That'd be the most fun of all.

                               CLARICE
                  I think he means it, this time. I think
                  he'll deal.

                               CRAWFORD
                  What would it take?

                               CLARICE
                  Transfer to a new prison. With a view of
                  trees, he said, or even water... Can we
                  swing that?

                               CRAWFORD
                     (shakes his head)
                  State to federal jurisdiction... We can
                  do it - eventually - but we'll never get
                  all the clearances in time. Can you
                  convince him a deal's already in place?

                               CLARICE
                  You'll back me up with some paperwork?
                     (He nods)
                  Then I'll try. But wouldn't this have
                  more weight coming from the Senator
                  herself?

                               CRAWFORD
                     (hesitates)
                  She doesn't know what we're up to. And
                  we can't afford to let her find out.

      Clarice looks at him, surprised.

                               CRAWFORD (contd.)
                  She's the mother, Starling. She can't
                  possibly comprehend what Lecter is. She'd
                  make the mistake of pleading with him.
                  Begging him... He'd feast on her pain
                  till the last second of that girl's life...

                                                   CUT TO:

      INT. BALTIMORE STATE HOSP. FOR THE CRIMINALLY INSANE - DAY

      Chilton approaches, walking briskly down a corridor in the
      administration wing. He looks quite agitated.

                               CRAWFORD (contd., V.O.)
                  We can't trust Frederick Chilton, either.
                  He's greedy and ambitious. If he knew
                  about Lecter's link to Bill, he's go
                  straight to the newspapers...

      Chilton falls into step beside Clarice, who has her briefcase.
      He points his gold pen at her accusingly.

                               CHILTON
                  What you're doing, Miss Starling, is
                  coming into my hospital to conduct an
                  interview, and refusing to share 
                  information with me. For the third time!

                               CLARICE
                  Dr. Chilton, I told you - this is just
                  routine follow-up on the Raspail case.

                               CHILTON
                  He's my patient! I have rights!
                     (grabs her arm, stopping her)
                  I'm not just some turnkey, Miss Starling.
                  I shouldn't even be here this afternoon.
                  I had a ticket to Holiday on Ice.

      She stares at him, with pity and distaste, till he lets go.

                               CLARICE
                  I'm acting on instruction, Dr. Chilton.
                     (handing him a card)
                  This is the U.S. Attorney's number. Now
                  please - either discuss this with him, or
                  let me do my job.

      She walks away, leaving him speechless with frustration and
      hostility. He clicks his pen, watching her go.

                                                   CUT TO:

      INT. DR. LECTER'S CELL AND CORRIDOR - DAY

      Dr. Lecter sits at his table, languidly sketching with charcoal
      on butcher paper. He uses his own hand and forearm as a model.
      His other drawings, books, and bedding have been restored.

                               DR. LECTER
                  Wouldn't you say, Clarice, that for a
                  United States Senator, you're an odd
                  choice of messenger?

      Clarice, sitting again at the desk-chair, is taking papers from
      her briefcase.

                               CLARICE
                  I was your choice, Dr. Lecter. You chose
                  to speak to me. Would you prefer someone
                  else now? Or perhaps you don't think you
                  can help us.

                               DR. LECTER
                  That is both impudent and untrue... Tell
                  me, how did you feel when you viewed our
                  Billy's latest effort?
                     (beat; he smiles)
                  Or should I say, his "next-to-latest"?

                               CLARICE
                  By the book, he's a sadist.

                               DR. LECTER
                  Life's too slippery for books, Clarice.
                  Typhoid and swans came from the same God.
                     (beat)
                  Tell me, Miss West Virginia - was she a
                  large girl?

                               CLARICE
                  Yes.

                               DR. LECTER
                  Big through the hips. Roomy.

                               CLARICE
                  They all were.

                               DR. LECTER
                  Mmm. And what else...?

                               CLARICE
                  She had an insect deliberately inserted
                  in her throat. That hasn't been made
                  public yet. We don't know what is means.

                               DR. LECTER
                  Was it a butterfly?

                               CLARICE
                     (pause; staring at him)
                  A moth... How did you predict that?

                               DR. LECTER
                  I'm waiting for your offer, Clarice.
                  Enchant me.
      Clarice looks down at her papers, taking a moment to collect
      her thoughts. She looks up at him again, evenly.

                               CLARICE
                  If you help us find Buffalo Bill in time
                  to save Catherine Martin, the Senator
                  promises you a transfer to the V.A. hospital
                  at Oneida Park, New York, with a view
                  of the woods nearby. Maximum security still
                  applies, but you'd have reasonable access
                  to books.

      He is silent. She rises, moves closer, carrying papers.

                               CLARICE (contd.)
                  Best of all, though - one week a year you'd
                  get to leave the hospital and go here.
                     (points to a map)
                  Plum Island. Every afternoon of that week
                  you can walk on the beach or swim in the
                  ocean for up to one hour. Under SWAT team
                  surveillance, of course...

      His face remains neutral. She puts the papers in his food tray.

                               CLARICE (contd.)
                  Copy of the Buffalo Bill case file, copy of
                  Senator Martin's terms. Her offer is final
                  and non-negotiable. If Catherine dies -
                     (She slides his tray through)
                  You get nothing.

      A measured beat, before he rises smoothly, crosses, and looks
      down at the papers, without touching them.

                               DR. LECTER
                  "Plum Island Animal Disease Research
                  Center." Sounds charming.

                               CLARICE
                  That's just part of the island. It has
                  a very nice beach. Terns nest there.

                               DR. LECTER
                  Terns... If I help you, Clarice, it will
                  be "turns" with us, too. Quid pro quo. I
                  tell you things, you tell me things. Not
                  about this case, though - about yourself.
                  Yes or no?
                     (She is silent)
                  Yes or no, Clarice. Catherine is waiting.
                  Tick-tock, tick-tock...

      She looks at him. A beat. They are standing uncomfortably close.

                               CLARICE
                  Go, Doctor.

                               DR. LECTER
                  What's your worst memory of childhood?
                     (She hesitates)
                  Quicker than that. I'm not interested
                  in your worst invention.

                               CLARICE
                  The death of my father.

                               DR. LECTER
                  Tell me. Don't lie, or I'll know.

      Clarice cannot bear the feverish excitement in his eyes. She
      looks past him, hesitating again.

                               CLARICE
                  He was a town marshal... one night he
                  surprised two burglars, coming out the
                  back of a drugstore... They shot him.

                               DR. LECTER
                  Killed outright?

                               CLARICE
                  No. He was strong, he lasted almost a
                  month. My mother - dies when I was very
                  young, so my father had become - the whole
                  world to me... After he left me, I had
                  nobody. I was ten years old.

                               DR. LECTER
                  You're very frank, Clarice. I think - it
                  would be quite something to know you in
                  private life.

                               CLARICE
                  Quid pro quo, Doctor.

                               DR. LECTER
                  The significance of the moth is change.
                  Caterpillar into cocoon into beauty...
                  Billy wants to change, too, Clarice.
                  But there's the problem of his size, you
                  see. Even if he were a woman, he'd have
                  to be a big one...

                               CLARICE
                     (puzzled)
                  Dr. Lecter, there's no correlation in the
                  literature between transsexualism and
                  violence. Transsexuals are very passive.

                               DR. LECTER
                  Clever girl. You're so close to the
                  way you're going to catch him - do you
                  realize that?

                               CLARICE
                  No. Tell me why.

                               DR. LECTER
                  After your father's death, you were
                  orphaned. What happened next?
                     (Clarice drops her gaze)
                  I don't imagine the answer's on those
                  second-rate shoes, Clarice.

                               CLARICE
                  I went to live with my mother's cousin
                  and her husband in Montana. They had
                  a ranch.

                               DR. LECTER
                  A cattle ranch?

                               CLARICE
                  Horses - and sheep...

                               DR. LECTER
                  How long did you live there?

                               CLARICE
                  Two months.

                               DR. LECTER
                  Why so briefly?

                               CLARICE
                  I - ran away...

                               DR. LECTER
                  Why, Clarice? Did the rancher fuck you?

                               CLARICE
                     (angrily)
                  No.

                               DR. LECTER
                  Did he try to?

                               CLARICE
                  No...! Quid pro quo, Doctor.

                               DR. LECTER
                  Billy's not a real transsexual, but he
                  thinks he is. He tries to be. He's tried
                  to be a lot of things, I except.

                               CLARICE
                  You said - I was very close to the way
                  we'd catch him.

                               DR. LECTER
                  There are three major centers for transsexual
                  surgery: Johns Hopkins, the University
                  of Minnesota, and Columbus Medical
                  center. I wouldn't be surprised if
                  Billy has applied for sex reassignment at
                  one or all of them, and been rejected.

                               CLARICE
                  On what basis would they reject him?

                               DR. LECTER
                  The personality inventories would trip
                  him up. Rorschach, Wechsler, House-Tree-
                  Person... He wouldn't test like a real
                  transsexual.

                               CLARICE
                  How would he test?

      Suddenly Dr. Lecter snarls, loudly, stretching. Clarice take a
      sharp step backwards before he smiles, turning his movement
      into an elaborate yawn. He gathers the papers from his tray.

                               DR. LECTER
                  That's enough, I think. Happy hunting.
                  Oh, and Clarice - next time you will
                  tell me why you ran away. Shall I
                  summarize?

                               CLARICE
                     (shaken)
                  Yes, Doctor. Please.

                                                   CUT TO:

      INT. MR. GUMB'S CELLAR - DAY

      VERY CLOSE ON a cocoon, split along its back, as a living
      Death's-head Moth wriggles torturously free. Trembling and
      damp, the new creature clings to a sprig of nightshade.

                               DR. LECTER (V.O.)
                  You should try to obtain a list of
                  males rejected from all three gender
                  reassignment centers...

      PULLING BACK -

      we see a big wire cage, holding several of the moths. They
      crawl over the humus floor or feed at honeycombs, wings pumping
      lazily. In the distant b.g., the incongruous SOUND of
      show music.

                               DR. LECTER (contd., V.O.)
                  Check first the ones rejected for
                  lying about criminal records...

      CONTINUOUS MOVING ANGLE -

      at about knee level, as we leave the cage, and begin to TRAVEL
      through this eerie, dimly-lit warren of a cellar. As we go -
      occasionally TURNING corners, or skirting the dark openings of
      unexplored passages - various objects loom briefly INTO VIEW,
      overhead - a stainless-steel work table... a big sink... jars
      of chemicals... neat racks of gleaming knives...

                               DR. LECTER (contd., V.O.)
                  Among those who tried to conceal their
                  past, look for severe childhood disturbances,
                  associated with violence... Possibly
                  you'll find a childhood incarceration...
                  Then go to their personality tests...

      We pass a row of female mannequins, some nude, some wearing
      colorful leather jackets, designer knockoffs, in various stages
      of completion... then a huge maroon armoire, in Chinese lacquer;
      its double doors are slightly ajar... The jaunty b.g. MUSIC is
      growing even louder: Fats Waller singing "Bye Bye Baby." And
      now we hear something else, too - the rapid CLICKING of a sewing
      machine...

                               DR. LECTER (contd., V.O.)
                  Study their drawings, especially. Billy's
                  house drawings will show no happy future...
                  No baby carriage, out in the yard. No
                  pets, no toys, no flowers, no sun...

      We TURN another corner, and there is Mr. Gumb himself. As we
      APPROACH, his wide back is to us; he's hunched over an old-
      fashioned sewing machine, humming cheerfully, and working a
      piece of material that we mercifully cannot see. A female wig
      rests near him on a head form. He wears a hairnet and a
      beautiful kimono, and pumps the treadle with his bare feet.

                               DR. LECTER (contd., V.O.)
                  His females will be more crudely sketched
                  than him males - but he'll compensate by
                  adding exaggerated adornments... jewelry,
                  big breasts... And his tree drawings -
                  oh, his trees will be frightful...

      Next to Mr. Gumb is an antique phonograph - source of the
      MUSIC. His little dog, Precious, perches by his plump ankles.
      As we PASS Mr. Gumb, Precious scurries away from him, panting
      happily, and we FOLLOW the little dog down another corridor,
      the music starting to fade behind us...

                               DR. LECTER (contd., V.O.)
                  Billy hates his own identity, he always
                  has - and he thinks that makes him a
                  transsexual. But his pathology is a
                  thousand times more savage... He wants to
                  be reborn, Clarice. He will be reborn...

      At the end of this final corridor, the cellar widens into a
      low-ceilinged chamber, with two additional doorways, and in
      the center of this is the gaping circle of the oubliette.
      Precious sniffs her way over to the edge - excited, tail
      wagging - than BARKS happily as we hear a hoarse, ghostly moan
      from below.

                               CATHERINE (O.S.)
                  Pleeeeeeeease.....!

                                                   DISSOLVE TO:

      INT. DR. LECTER'S CORRIDOR - DAY

      MOVING ANGLE - CLOSE - on Dr. Lecter's slippered feet, which
      rest on the shelf of a rolling hand truck. RISING along his
      tilted form, we see that his ankles are linked by steel
      restraints... his legs, waist, upper torso, and arms are bound
      by heavy canvas webbing... beneath the webbing is a 
      straitjacket... and over his face is a hockey mask.

                               CHILTON (V.O.)
                  Bad news, Hannibal...

      WIDER ANGLE

      shows that Dr. Lecter, on the handtruck, is being pushed down
      his corridor by Barney, and back into his open cell.

                               CHILTON (contd., V.O.)
                  Gourmet magazine has rejected your
                  recipe for braised kidneys...

                                                   CUT TO:

      INT. DR. LECTER'S CELL - DAY

      Chilton lounges on Dr. Lecter's cot, casually reading his large
      stack of private correspondence, and making notations with his
      gold pen on a little pad. Another orderly mops the floor.

                               CHILTON (contd.)
                  Perhaps you should have been less specific
                  about what kind.
                     (to Barney)
                  Stand him by the toilet. Then leave us.

      Barney props the hand truck into position, then both orderlies
      go. Chilton finishes another letter, sighs happily.

                               CHILTON (contd.)
                  Such a lot of correspondence! I can
                  hardly wait to analyze it in more
                  detail... But first things first.

      Tossing letters onto the cot, he rises, crosses out into the
      corridor, and bends to remove a small tape recorder from underneath
      Clarice's desk. He waggles it triumphantly at Dr. Lecter.

                               CHILTON (contd.)
                  I thought she might be looking for a
                  civil rights violation in Migg's death,
                  so I bugged you... Not a word to me in
                  all these years, Hannibal. Then Crawford
                  sends his bit of fluff over here, and you
                  just turn to jelly. It's too pathetic.

      SIDE ANGLE - TWO SHOT -

      As Chilton, back in the cell, leans tauntingly close to the
      front of Dr. Lecter's mask.

                               CHILTON (contd.)
                  You still think you're going to walk on
                  some beach, and see the birdies? I don't
                  think so, Hannibal... I called Senator
                  Ruth Martin, and she never heard of any
                  deal with you. She never heard of Clarice
                  Starling, either. They scammed you,
                  Hannibal...

      CLOSE ON Dr. Lecter's glittering eyes, behind their slits.

                               CHILTON (contd.)
                  When Crawford gets through milking you,
                  he's giving you to Baltimore Homicide
                  for the Raspail murder. And they're
                  preparing some special surprises for you
                  right now, in my electroshock room.

      DR. LECTER'S POV (FRAMED BY EYE-SLITS) -

      first looking at Chilton's moving lips... then LOWERING to his
      soft, white, inviting throat...

                                CHILTON (contd.)
                  The Starling bitch wants you to rot here,
                  in this little box, till your teeth fall
                  out and you're soiling diapers. You've seen
                  the old ones, Hannibal. They weep when their
                  stewed peaches get cold. That'll be you,
                  too. Unless - you trade with me.

      FAVORING CHILTON - as he sits chummily on the table.

                                CHILTON (contd.)
                  There never was a deal with Senator Martin
                  - but there is now. I've been on the
                  phone for hours, Hannibal, on your behalf.
                  Here's what you get: if you identify Buffalo
                  Bill, and the girl is found in time,
                  Senator Martin will have you transferred
                  to Brushy Mountain State Prison, in
                  Tennessee...

      CLOSE AGAIN ON DR. LECTER'S EYES -

      as they shift restlessly, away from Chilton - then suddenly
      lock onto something. They widen with interest.

                               CHILTON (contd., O.S.)
                  The Governor has already agreed. You
                  get books, a view of the woods, and
                  plenty of exercise time...

      DR. LECTER'S POV - EXTREME C.U. -

      On the cot, carelessly left there, lying half-hidden under the
      letters and the rumpled sheet... is Chilton's gold pen.

                               CHILTON (contd., O.S.)
                  And best of all, you'd be out of Jack
                  Crawford's reach, forever. The Senator
                  will verify these terms on the phone,
                  and guarantee them in writing...

      BACK ON DR. LECTER -

      as he stares a moment longer at the pen, then shifts his eyes
      towards Chilton. We can almost hear his brain clicking.

                               CHILTON (contd., O.S.)
                  In exchange, I get your full cooperation
                  in publishing a professional account of
                  this - my successful interviews with you.
                  You publish nothing. And I get exclusive
                  access to any material from Catherine
                  Martin... So. Do you accept my demands?
                     (pause)
                  Answer me, Hannibal.

      A beat. Dr. Lecter is silent. Chilton sticks his face INTO
      SHOT, almost intimately close to the mask. He is agitated.

                               CHILTON (contd.)
                  You'll answer me now, or by God, you'll
                  answer to Baltimore Homicide. Who is
                  Buffalo Bill?

                               DR. LECTER
                     (pause; then softly)
                  I'll tell the Senator herself. But only
                  in Tennessee...

                                                   CUT TO:

      INT. JOHNS HOPKINS - GENDER IDENTITY CLINIC - DAY

      MOVING ANGLE - as the very impatient Crawford, clutching a
      folder, strides down a hall beside DR. DANIELSON - early 50's,
      severe, in a lab coat. Nurses, doctors, glance as they pass.

                               DR. DANIELSON
                  I'm not having a witch hunt here, Mr.
                  Crawford! Our patients are decent,
                  non-violent people with a real problem.

                               CRAWFORD
                  Dr. Danielson, the man we want was never
                  your patient. It would be someone you
                  refused because he tries to conceal a
                  record of criminal violence. Please,
                  Doctor - time is eating us up. Just show
                  me the ones you've turned away.

      Danielson enters a cramped, stainless steel nurse's gallery, with
      Crawford following, and pours himself a cup of coffee.

                               DR. DANIELSON
                     (adamantly)
                  Examination and interview materials are
                  confidential. We've never violated an
                  applicant's trust, and we never will.

                               CRAWFORD
                  You want to see a violation? This is a
                  violation...

      He takes a black & white photo from his folder, slaps it down
      in front of Danielson. From our angle, we can't see it clearly.

                               CRAWFORD (contd.)
                  Her name is Kimberly Jane Emberg, she
                  was just ID'd. I met her on a slab in
                  West Virginia. And sometime tomorrow,
                  or tomorrow night, he's going to do the
                  same thing to Catherine Martin.

                               DR. DANIELSON
                  That's a childish, bullying stunt, Mr.
                  Crawford. I was a battlefield surgeon,
                  so you can put away your picture.

      Burroughs sticks his head in, looking for Crawford.

                               BURROUGHS
                  Phone, Jack. Director Burke.

                               CRAWFORD
                     (snaps)
                  In a minute!

      Burroughs hurriedly retreats. Crawford strains for patience.

                               CRAWFORD (contd.)
                  Look... search your own records, if you
                  prefer. You can do it a lot faster than us,
                  anyway. If we find Buffalo Bill through
                  your information, I'll suppress it. Nobody
                  has to know this hospital cooperated.

                               DR. DANIELSON
                  I doubt very much that the FBI or any 
                  other government agency can keep a secret,
                  Mr. Crawford. Truth will out... And then
                  what? Will you give Johns Hopkins a new
                  identity? Put a big pair of sunglasses
                  on this building, and a funny nose?

                               CRAWFORD
                  Oh, that's clever, Dr. Danielson. Very
                  humorous. You like the truth? Try this.
                     (right in his face, enraged)
                  He kidnaps young women and kills them
                  and rips their skins off. We don't want him
                  to do that anymore. If you don't help me,
                  just as fast as you can, then the Justice
                  Department is going to ask publicly for a
                  court order, We'll ask twice a day, just
                  in time for the morning and evening news.
                  And each one of our press conferences
                  will focus on Dr. Danielson, over at Johns
                  Hopkins, and how we're still hoping for
                  his cooperation. And every time there's
                  any news on the case - when Catherine Martin
                  floats, when the next one floats, and
                  the next one - why, we'll just issue
                  another press release about good ol' Dr.
                  Danielson, over at Johns Hopkins - complete
                  with all his humorous fucking remarks.

                               DR. DANIELSON
                     (pause; stiffly)
                  It may be that - I could confer with my
                  colleagues on this. And get back to you.

                               CRAWFORD
                  Would you, Doctor? That would be so kind.

                                                   CUT TO:

      INT. THE SURVEILLANCE VAN - DAY

      Crawford is on the scrambler phone. Burroughs watches silently.

                               CRAWFORD
                      (on phone; stunned)
                  Transferred...?

                                                   CUT TO:

      INT. FBI BUILDING - OFFICE OF THE DIRECTOR - DAY

      HAYDEN BURKE, the FBI Director, swivels in his big chair. Lean,
      late 40's, very distinguished. His desk is flanked by flags.

                               DIRECTOR BURKE
                     (on phone)
                  Already airborne for Memphis. Senator
                  Martin's meeting him at the airport.
                     (uneasily)
                  Jack - did you make some soft of promise
                  to Lecter, in the Senator's name?

      Listening to the answer, he looks uncomfortably across his desk
      at PAUL KRENDLER, the Deputy Attorney General - 40, very tanned,
      modish haircut. Krendler is irritable, impatient.

                               DIRECTOR BURKE (contd.)
                     (on phone)
                  We're going to have to talk about this,
                  Jack. The Senator's mad as hell. Paul
                  Krendler's over here from Justice, she's
                  asking him to take charge in Memphis...
                  I know that... But you're still in command
                  of the task force, and Lecter's plane
                  can still be ordered back. It's your call,
                  Jack - but I want it now.

                                                   CUT BACK TO:

      INT. THE SURVEILLANCE VAN - DAY

      Burroughs starts to make an objection, but Crawford stills
      him with a hand motion. He is taut, frustrated. Long pause.

                               CRAWFORD
                     (into phone)
                  Let him land.

                                                CUT TO:

      INT. CLARICE'S DORM ROOM - DOORWAY - DAY

      Clarice opens her door, stares out at Crawford. She's just
      slipping on her blazer, over her shoulder holster. She's
      furious.

                               STARLING
                  Chilton has killed her, hasn't he?
                  That slimy little bastard! We were so
                  close with Lecter - and now her last
                  chance is gone.

                               CRAWFORD
                  Let's get some coffee and talk.

                                                   CUT TO:

      EXT. FBI ACADEMY GROUNDS - QUANTICO - DAY

      MOVING ANGLE on Clarice and Crawford, as they walk along a sidewalk,
      sipping from paper cups. The surveillance van trails them slowly,
      radios CRACKLING.

                               CLARICE
                  Are you in trouble over this, Mr. Campbell?
                  Can Senator Martin do something to you?

                               CRAWFORD
                  I'm 53, Starling. If I found Jimmy Hoffa
                  on national TV, I'd still have to retire
                  tire in two years. It's not a consideration.
                  But you are...
                     (beat)
                  You've done enough. If I keep you out of
                  school any longer, you'll be recycled.
                  Cost you six months, at least. I can
                  guarantee you readmission here, but that's
                  about it.
                     (He stops, looks at her)
                  Now's your chance, Starling. Go back to
                  class. Leave Bill to me.

                               CLARICE
                  If you didn't want me chasing him, you
                  shouldn't have taken me to that funeral
                  home.

      He looks at her steadily, then nods. They walk on.

                               CLARICE (contd.)
                  Lecter is still the key, I know he is.
                  Whatever he told me about Bill is just as
                  good now as it was before.

                               CRAWFORD
                  Or just as worthless. But I want you in
                  Memphis, close to him. Maybe when he gets
                  tired of toying with Senator Martin, he'll
                  talk to you again. There's a plane waiting
                  for you now at the airstrip.

      She smiles at this acknowledgment; he never thought she's quit.

                               CLARICE
                  I lied to Lecter. I'll need some kind of
                  peace offering... Can I get the drawings
                  from his cell?

                               CRAWFORD
                  Good idea. Meantime, try to get a feel
                  for Catherine Martin. Her apartment, her
                  friends... how he might've stalked her.
                  I'm going to the other two clinics, 
                  Minnesota and Ohio.
                     (He crumples his cup, tosses it)
                  Now's the hardest part, Starling. Use
                  your anger, don't let it keep you from
                  thinking. Just keep your eyes on Catherine.
                  We've got less than 30 hours.

                               CLARICE
                     (hesitates)
                  Mr. Crawford... can those cops down there
                  handle Dr. Lecter?

                               CRAWFORD
                     (grimly)
                  They'll use their best men. But they
                  better by paying attention...

                                                   CUT TO:

      INT. AIR NATIONAL GUARD HANGER - MEMPHIS, TENNESSEE - DAY

      CLOSE ON Dr. Lecter. Behind his mask, the alert, searching eyes.

                               CRAWFORD (contd., V.O.)
                  He will...

      OFFICERS PEMBRY AND BOYLE -

      two sturdy, well-armed, veteran prison guards - are checking Dr.
      Lecter's restraints with clever, careful fingers.

                               BOYLE
                  Welcome to Memphis, Dr. Lecter. I'm
                  Officer Boyle, this is Officer Pembry.
                  We aim to treat you just as nice as you
                  treat us. Act like a gentlemen, you'll
                  get three hots and a cot.

                               PEMBRY
                  But we ain't pussy-footin' with you,
                  buddy ruff. You get cute, try to bite
                  somebody? - we'll tie your asshole in
                  a knot. You savvy?

                               DR. LECTER
                  Oh yes, Officer Pembry. I certainly do.

      The officers turn away, Boyle signing a clipboarded form.

                               PEMBRY
                     (under his breath)
                  Shit, he's just an ol' broke-dick. Won't
                  be no trouble as all if he don't flip out.

                               BOYLE
                  Dr. Chilton...?

      NEW ANGLE - WIDER -

      as we see that we're in a vast, dusty hangar. Parked to one
      side: an EMS ambulance and four highway patrol cruisers; a dozen
      troopers stand quietly chatting and smoking over there. Prentiss 
      is pacing impatiently, casting anxious glances towards the
      open hanger doorway.

                               BOYLE
                  If you'll please sign right here, sir,
                  we'll have us a legal transfer.

      Chilton instinctively pats his shirt pocket for his gold pen;
      it's gone. He searches other pockets, with growing unhappiness.

                               BOYLE (contd.)
                  Use mine.

                               PEMBRY
                  Here they come.

      TWO BLACK STRETCH LIMOSINES

      glide smoothly into the hangar, stop. Secret Service agents pour
      out of the lead car, form a cordon. A driver opens the rear door
      of the second car, and Krendler steps out, followed by the Senator's 
      assistant, with a briefcase, followed, as last, by the Senator
      herself. Barely glancing around, she strides towards Lecter.

      NEW ANGLE - DR. LECTER AND SEN. MARTIN -

      as she stops, struck by the bizarre spectacle of his restraints.
      The others instinctively keep a distance, but Chilton, with
      theatrical relish, unstraps and removes Dr. Lecter's mask.

                               CHILTON
                  Senator Martin, meet Dr. Hannibal Lecter.

      They stare at one another for a long moment: the Senator tense,
      almost haggard, the madman with his unearthly poise.

                               SEN. MARTIN
                  Dr. Lecter, I've brought an affidavit
                  guaranteeing your new rights... You'll
                  want to read it before I sign.

      He assistant unsnaps his briefcase, reaches for the form.

                               DR. LECTER
                  I won't waste your time and Catherine's
                  time bargaining for petty privileges.
                  Clarice Starling and that awful Jack
                  Crawford have wasted far too much
                  already. I only pray they haven't doomed
                  the poor girl... Let me help you now,
                  and I'll trust you when it's all over.

                               SEN. MARTIN
                  You have my word. Paul?

      Krendler raises a pad, poised to take notes.

                               DR. LECTER
                  Buffalo Bill's real name is William
                  Rubin. I met him just once. He was refered
                  to me in April or May, 1980, by my
                  patient Benjamin Raspail. They were lovers,
                  but Raspail had become very frightened.
                  Apparently Rubin had murdered a transient,
                  and - done things with the skin. He thought
                  if I could cure Billy, then Billy'd be
                  safe from the police, and he's be safe
                  from Billy... Obviously, he was wrong.

                               KRENDLER
                  We need his address, a physical descr-

                               DR. LECTER
                  Did you nurse Catherine?

                               SEN. MARTIN
                     (pause; startled)
                  What...?

                               DR. LECTER
                  Did you breast-feed her?

      He flicks his tongue obscenely.

                               KRENDLER
                  You son of a -

      The Senator stills him with a hand. She is trembling.

                               SEN. MARTIN
                  Yes... I did.

                               DR. LECTER
                  Toughened your nipples, didn't it...?
                     (a beat; then rapidly, bored)
                  Six foot one, strongly built, about 190
                  pounds. Hair brown, eyes pale blue. He'd
                  be about 35 now. He said he lived in 
                  Philadelphia, but may have lied. That's really
                  all I can remember, Senator - but if I
                  think of any more, I'll let you know.

                               SEN. MARTIN
                     (to the others)
                  Let's go with it.

      They start towards the car, but he calls out, stopping her.

                               DR. LECTER
                  Senator Martin...! You can't trust Jack
                  Crawford or Clarice Starling. It's such
                  a game with these people. They're
                  determined to get the arrest for themselves.
                  The "collar," I think they say.

                               SEN. MARTIN
                  Thank you, Doctor. I'll keep it in mind.

                               DR. LECTER
                  Oh, and Senator...? Love you suit.

                                                   DISSOLVE TO:

      INT. MR. GUMB'S BASEMENT - DAY (DIMLY LIT)

      CLOSE ON scraps of food - peas, chicken bones - lying on the
      cement floor of the pit, near the foil tray of a TV dinner.

                               CATHERINE (O.S.)
                     (muttering, feisty)
                  Close enough to fuck is close enough
                  to fight...

      CATHERINE

      is hunched over in concentration. The plastic toilet bucket is
      on her lap, and she has yanked down its cotton string.

                               CATHERINE (contd.)
                  Get my legs round your neck, you goddamn
                  creep, I'll send you home to Jesus...

      HER FINGERS

      are tying a chicken bone to the bucket's handle, where it meets
      the string. The other end of the string is tied to her wrist.

      SHE STANDS -

      gathers the coiled string in one hand, and swings the bucket by
      its handle, calculating this distance up to the basement floor.

                               CATHERINE (contd.)
                  Okay, Precious. Time for a treat...

      She hurls the bucket upwards.

      AT THE LIP OF THE OUBLIETTE -

      the bucket sails out, bounces LOUDLY, then falls back inside.

      ANGLE ON THE DOG, PRECIOUS -

      who is elsewhere in the basement, worrying a toy. She cocks
      an ear, making a low GROWL, then sets off to investigate.

      DOWN IN THE PIT -

      Catherine swings the bucket again, trying another cast.

      THE BUCKET LANDS

      two feet beyond the pit's edge, rolls a bit, stops.

      PRECIOUS TROTS UP -

      then pauses, staring curiously towards...

      VERY LOW ANGLE (DOG'S POV) -

      the enticing chicken bone, six feet away. It twitches as Catherine
      tugs on the string, edging the bucket back towards the pit.

      PRECIOUS

      with her tail wagging, BARKS - greedy but suspicious.

      CATHERINE -

      staring upwards, pulls again, even so gently, at the string.

                               CATHERINE
                     (softly)
                  Preeeeecious...! C'mon, boy, nice yummy
                  bone... c'mon, you little shit...

      PRECIOUS

      edges reluctantly closer... then suddenly rushes in, seizing
      the bone in her teeth. She tries to run away with it, but 
      Catherine is pulling her towards the hole, working her like a 
      hooked fish. Her toenails scrabble as she tries to stop.

      CATHERINE

      stares desperately, unable to see how she's doing.

                               CATHERINE
                  Hang on, boy... hang on...

      PRECIOUS

      still fights for the bone, GROWLING, as the bucket rocks
      precariously on the edge of the pit. A long, seesaw battle... until
      finally, when one of her forelegs slips momentarily into the hole,
      she panics and lets go. The bucket flops over the edge.

      CATHERINE

      crouches, covering her head as the bucket bounces off her.

                               CATHERINE
                  Nooooo...!

      THE LITTLE DOG

      furious, BARKS down at her, then trots away in disgust.

      CLOSE ON CATHERINE

      as she sinks to the cold cement. She slaps aside the foil tray,
      the scraps of food, sobbing in utter despair.

                                                   DISSOLVE TO:

      INT. CATHERINE MARTIN'S APARTMENT - LIVING ROOM - DAY

      CLOSE ON a framed photo of Sen. Martin and Catherine, held in
      Clarice's cotton-gloved hands. Powdered fingerprints on the
      glass.

      CLARICE

      glances up from the photo, smiles disarmingly at -

      A YOUNG STATE TROOPER -

      sitting in Catherine's easy chair. He smiles back at her, then
      relaxes, returns to his newspaper. He also wears gloves.

                                                   CUT TO:

      INT. KITCHEN

      Clarice closes the refrigerator door, glances around

      A BIG REEL-TO-REEL TAPE RECORDER

      has been set up on the breakfast counter, attached to Catherine's
      phone. Two new red phones are hooked up as well.

                                                   CUT TO:

      INT. BATHROOM

      Clarice slides open the medicine cabinet's mirror, looks inside.
      She reaches in, pokes carefully amongst the lotions.

                                                   CUT TO:

      INT. ATTIC CRAWL-SPACE

      A ceiling hatch bangs open, sending up dust clouds. Clarice,
      lit from underneath, pokes her head through, looking around.

                                                   CUT TO:

      INT. BEDROOM

      Flat on her back, Clarice wriggles out from under Catherine's
      bed. She sits up, brushing dust from her face and hair.

                                                   CUT TO:
      
      INT. BEDROOM

      CLOSE ON an open, multi-tiered jewelry box, resting atop a
      bureau, as Clarice's fingers pick through costume jewelry.

      CLARICE

      closes the box, and is just turning away when a figure suddenly
      looms INTO SHOT, giving her a bad start; she cries out softly.

      SENATOR MARTIN

      is revealed, staring at her suspiciously.

                               SEN. MARTIN
                  Who are you, please? I thought the police
                  were through in here.

                               CLARICE
                  I'm Clarice Starling, Senator. FBI.

                               SEN. MARTIN
                     (softly, very angry)
                  Clarice Starling...
                     (calls out)
                  Paul? Would you come in here, please...?

      Krendler enters from the hallway, looks at Clarice.

                               SEN. MARTIN (contd.)
                  Miss Starling, you may know the Deputy
                  Attorney General, Mr. Krendler. Paul,
                  this is the trainee that Jack Crawford
                  sent to Lecter... She lied to him,
                  pretending to have my authority, and thus
                  jeopardized this entire investigation.
                  Now she has the further gall to invade
                  my daughter's privacy, again without
                  permission. If her little games have
                  killed my baby...

      Overcome, she hurries from the room. Krendler shuts the door
      behind her, points sternly at Clarice.

                               KRENDLER
                  You're out of line, Starling, and you're
                  off this case. Back to Quantico.

                               CLARICE
                  Sir, Mr. Crawford instructed me -

                               KRENDLER
                  Your instructions are what I'm giving
                  you now. Jack Crawford answers to the
                  Director, and the Director answers to me.
                  My God, Crawford's losing it...! He
                  shouldn't even be on this, with his wife
                  sick as she is... How the hell did you get
                  in here, anyway? He gave you - what? - some
                  kind of special ID? Let's have it.

                               CLARICE
                     (stubbornly)
                  I need the ID to fly with my gun. The gun
                  belongs in Quantico.

                               KRENDLER
                  Gun. Jesus. Turn in the ID as soon as
                  you get back. The gun, too. Be on the
                  next plane, Starling, there's one in 90
                  minutes.

      Clarice, burning, starts for the door, then turns back.

                               CLARICE
                  Mr. Krendler... Dr. Lecter trusts me. Or
                  at least, he used to. If I could just -

                               KRENDLER
                  Lecter has already named Buffalo Bill.

      Clarice reacts, surprised. Krendler takes a folded computer
      sheet from his pocket, shoves it at her. She takes it, reads.

                               KRENDLER (contd.)
                  He gave us a perfectly good description,
                  and we're on it now, so we won't be needing
                  your little novelty act any longer -
                  or his, either. He's under close guard at
                  the courthouse, pending a prison transfer.
                  The next plane, Officer.

                               CLARICE
                  Sir, doesn't this "William Rubin" strike
                  you as - I don't know - kind of vague?

      Krendler moves in very close to her, pale with anger.

                               KRENDLER
                  Do you need a police escort, Starling?
                  Or do you think you can find the airport
                  by yourself?

                               CLARICE
                  Yes sir. I can find it by myself.

                                                   CUT TO:

      EXT. SHELBY COUNTY COURTHOUSE - DAY

      The old courthouse is a massive Gothic stronghold, with an
      armada of police cruisers parked at the curb.

      CLARICE

      climbs from her rented car, SLAMMING the door angrily. Holding
      a rolled-up pile of papers - Dr. Lecter's drawings - she starts
      determinedly up the steps. A nearby commotion makes her pause.

      DR. HERBERT CHILTON -

      in a sea of interviewers and mini-cams, is preening grandly.

      CLARICE -

      carefully avoiding his gaze, slips up the steps and inside.

                                                   CUT TO:

      INT. COURTHOUSE - GROUND FLOOR - DAY

      SGT. TATE, a Memphis policeman, is studying Clarice's ID. He
      looks up at her from his command desk, a bit doubtfully.

                               SGT. TATE
                  Are you with Mr. Krendler's people?

                               CLARICE
                  I just left him.

                               SGT. TATE
                  Access to Lecter is strictly limited.
                  We've been getting death threats.
                     (hesitates again)
                  Log in, and check your weapon.

      He picks up a phone, murmurs into it. As he does so, Clarice
      glances around this main ground floor lobby.

      HER POV -

      The building looks like an armed fort. Cops with shotguns guard
      the front door, both ends of the hall, the foot of the stairs,
      the single elevator. More of them are coming and going.

                               MURRAY (V.O.)
                  Shoot, we haven't had this kinda
                  security since the President came
                  through town...

                                                   CUT TO:

      INT. ELEVATOR - MOVING

      Clarice and OFFICER MURRAY, a young patrolman, ride up in an
      old-fashioned, CREAKING, metal-cage elevator. He is excited.

                               MURRAY
                  Every cop in Tennessee wants a look at
                  this guy. 'Sit true what they're sayin'
                  - he's some kinda vampire?

                               CLARICE
                     (beat)
                  I don't have a name for what he is.

                                                   CUT TO:

      INT. HISTORICAL SOCIETY ROOM - 5TH FLOOR

      Pembry, at a desk by the door, looks up from examining the
      unrolled pile of Dr. Lecter's drawings.

                               PEMBRY
                  You know the rules, ma'am?

                               CLARICE
                  Yes, Officer Pembry. I've questioned
                  him before.

      He waves her on her way, but retains the drawings for now.

      MOVING ANGLE - WITH CLARICE -

      as she crosses the big, spare, white octagonal room. A massive,
      temporary iron cage has been installed; Officer Boyle sits facing
      its barred door. He rises, nods, moving away to allow her privacy.

      INSIDE THE CAGE -

      a cot and a small table, each bolted to the floor, and a flimsy
      paper screen, hiding a toilet. Dr. Lecter sits at the table, his
      back to her, studying the Buffalo Bill case file. He now wears a
      green prison jumpsuit. A small cassette player is chained to the
      steel table.

                               DR. LECTER
                     (without turning)
                  Good afternoon, Clarice.

      She stops at a striped police barricade, before his bars.

                               CLARICE
                  I thought you might want your drawings
                  back... Just until you get your view.

                               DR. LECTER
                  How very thoughtful... Or did Crawford
                  send you here for one last wheedle -
                  before you're both booted off the case?

                               CLARICE
                  Nobody sent me. I came on my own.

      He spins in his swivel chair, stops neatly. A coy smile.

                               DR. LECTER
                  People will say we're in love.
                     (beat)
                  Pity you tried to fool me, isn't it?
                  Pity for poor Catherine. Tick-tock...

      He spins again in his chair, playfully.

      MOVING ANGLE - FAVORING CLARICE -

      as she circles the cage, trying to keep his face in sight.

                               CLARICE
                  Dr. Lecter, you find out everything. You
                  couldn't have talked with this "William
                  Rubin", even once, and come out knowing
                  so little about him... You made him up,
                  didn't you?

                               DR. LECTER
                  Clarice... you're hardly in a position
                  to accuse me of lying.

                               CLARICE
                  I think you were telling me the truth
                  in Baltimore - or starting to. Tell me
                  the rest now.

                               DR. LECTER
                  I've studied the case file, have you...?
                  Everything you need to find him is right
                  in these pages. Whatever his name is.

                               CLARICE
                  Then tell me how.

                               DR. LECTER
                  First principles, Clarice. Simplicity.
                  Read Marcus Aurelius. Of each particular
                  thing, ask: What is it, in itself, what
                  is its nature...? What does he do, this
                  man you seek?

                               CLARICE
                  He kills w-

                               DR. LECTER
                     (sharply, as he stops)
                  No - ! That's incidental.

      CLOSE ANGLE - TWO SHOT -

      as he rises, pained by her ignorance, and crosses to the bars.

                               DR. LECTER (contd.)
                  What is the first and principal thing he
                  does, what need does he serve by killing?

                               CLARICE
                  Anger, social resentment, sexual frus-

                               DR. LECTER
                  No, he covets. That's his nature. And
                  how do we begin to covet, Clarice? Do we
                  seek out things to covet? Make an effort
                  to answer.

                               CLARICE
                  No. We just -

                               DR. LECTER
                  No. Precisely. We begin by coveting what we
                  see every day. Don't you feel eyes moving
                  over your body, Clarice? I hardly see how
                  you couldn't. And don't your eyes move
                  over the things you want?

                               CLARICE
                  All right, then tell me how -

                               DR. LECTER
                  No. It's your turn to tell me, Clarice.
                  You don't have any more vacations to sell,
                  on Anthrax Island. Why did you run away
                  from that ranch?

                               CLARICE
                  Dr. Lecter, when there's time I'll -

                               DR. LECTER
                  We don't reckon time the same way, Clarice.
                  This is all the time you'll ever have.

                               CLARICE
                  Later, listen, I'll -

                               DR. LECTER
                  I'll listen now. After your father's
                  murder, you were orphaned. You were
                  ten years old. You went to live with
                  cousins, on a sheep and horse ranch in
                  Montana. And - ?

                               CLARICE
                  And - one morning I just - ran away...

      She turns from him. He presses closer, gripping the bars.

                               DR. LECTER
                  Not "just," Clarice. What set you off?
                  You started what time?

                               CLARICE
                  Early. Still dark.

                               DR. LECTER
                  Then something woke you. What? Did you
                  dream...? What was it?

      IN FLASHBACK -

      The 10-year old Clarice sits up abruptly in her bed, frightened. 
      She is in a Montana ranch house; it al almost dawn. Strange,
      fearful shadows on her ceiling and walls... a window, partly
      fogged by the cold; eerie brightness outside.

                               CLARICE (V.O.)
                  I heard a strange sound...

                               DR. LECTER (V.O.)
                  What was it?

      THE CHILD RISES -

      crosses to the window in her nightgown, rubs the glass.

                               CLARICE (V.O.)
                  I didn't know. I went to look...

      HIGH ANGLES (2nd STORY) - THE CHILD'S POV -

      Shadowy men, ranch hands, are moving in and out of a nearby
      barn, carrying mysterious bundles. The mens' breath is
      steaming... A refrigerated truck idles nearby, its engine
      adding more steam. A strange, almost surrealistic scene...

                               CLARICE (contd., V.O.)
                  Screaming! Some kind of - screaming.
                  Like a child's voice...

      THE LITTLE GIRL

      is terrified; she covers her ears.

                               DR. LECTER (V.O.)
                  What did you do?

                               CLARICE (V.O.)
                  Got dressed without turning on the
                  light. I went downstairs... outside...

      THE LITTLE GIRL

      in her winter coat, slips noiselessly towards the open barn
      door. She ducks into the shadows to avoid a ranch hand, who
      passes her with a squirming bundle of some kind. He goes into
      the barn, and she edges after him reluctantly.

                               CLARICE (contd., V.O.)
                  I crept up to the barn... I was so
                  scared to look inside - but I had to...

      THE LITTLE GIRL'S POV -

      as the open doorway LOOMS CLOSER... Bright lights inside, straw
      bales, the edges of stalls, then moving figures...

                               DR. LECTER (V.O.)
                  And what did you see, Clarice?

      A SQUIRMING LAMB -

      is held down on a table by two ranch hands.

                               CLARICE (V.O.)
                  Lambs. The lambs were screaming...

      A third cowboy stretches out the lamb's neck, raises a bloody
      knife. Just as he's about to slice its throat -

      BACK TO THE ADULT CLARICE -

      staring into the distance, shaken, still trembling from the
      child's shock. We see Dr. Lecter, over her shoulder, studying
      her intently.

                               DR. LECTER
                  They were slaughtering the spring lambs?

                               CLARICE
                  Yes...! They were screaming.

                               DR. LECTER
                  So you ran away...

                               CLARICE
                  No. First I tried to free them... I
                  opened the gate of their pen - but
                  they wouldn't run. They just stood
                  there, confused. They wouldn't run...

                               DR. LECTER
                  But you could. You did.

                               CLARICE
                  I took one lamb. And I ran away, as
                  fast as I could...

      IN FLASHBACK -

      a vast Montana plain, and crossing this, a tiny figure - the
      little Clarice, holding a lamb in her arms.

                               DR. LECTER (V.O.)
                  Where were you going?

                               CLARICE (V.O.)
                  I don't know. I had no food or water.
                  It was very cold. I thought - if I can
                  even save just one... but he got so
                  heavy. So heavy...

      The tiny figure stops, and after a few moments sinks to the
      ground, hunched over in dispair.

                               CLARICE (contd., V.O.)
                  I didn't get more than a few miles
                  before the sheriff's car found me.
                  The rancher was so angry he sent me to
                  live at the Lutheran orphanage in
                  Bozeman. I never saw the ranch again...

                               DR. LECTER (V.O.)
                  But what became of your lamb?
                     (no response)
                  Clarice...?

      BACK TO SCENE -

      as the adult Clarice turns, staring into his feverish eyes.
      She shakes her head, unwilling - or unable - to say more.

                               DR. LECTER (contd.)
                  You still wake up sometimes, don't you?
                  Wake up in the dark, with the lambs
                  screaming?

                               CLARICE
                  Yes...

                               DR. LECTER
                  Do you think if you saved Catherine, you
                  could make them stop...? Do you think,
                  if Catherine lives, you won't wake up
                  in the dark, ever again, to the screaming
                  of the lambs? Do you...?

                               CLARICE
                  Yes! I don't know...! I don't know.

                               DR. LECTER
                     (a pause; then, oddly at peace)
                  Thank you, Clarice.

                               CLARICE
                     (a whisper)
                  Tell me his name, Dr. Lecter.

                               DR. LECTER
                  Dr. Chilton... I believe you know
                  each other?

      NEW ANGLE -

      as Clarice turns, startled, and the fuming Chilton seizes her
      elbow. Pembry and Boyle are beside him, looking grim.

                               CHILTON
                  Out. Let's go.

                               PEMBRY
                  Sorry, ma'am - we've got orders to have
                  you put on a place.

      Clarice struggles, pulling free of them for a moment.

                               DR. LECTER
                  Brave Clarice. Will you let me know if
                  ever the lambs stop screaming?

                               CLARICE
                     (moving closer to the bars)
                  Yes. I'll tell you.

                               DR. LECTER
                  Promise...?
                     (She nods. He smiles)
                  Then why not take your case file? I
                  won't be needing it anymore.

      He holds out the file, arm extended between the bars. She
      hesitates, then reaches to take it.

      VERY CLOSE ANGLE - SLOW MOTION -

      as the exchange is made, his index finger touches her hand,
      and lingers there, just for a moment.

      DR. LECTER'S EYES -

      widen, crackling at this touch, like sparks in a cave.

                               DR. LECTER
                  Good-bye, Clarice.

      CLARICE -

      hugging the case file to her chest, stares back at him as the
      men crowd in on her, pushing her away.

      HER POV - MOVING -

      as Dr. Lecter, head cocked in a smile, slowly recedes...

                                                   DISSOLVE TO:

      INT. GARMENT SWEATSHOP - DAY

      MOVING ANGLE - MR. GUMB'S POV - as he pushes a rolling rack
      of completed leather garments, each wrapped in plastic, down
      as aisle. SOUND of many sewing machines, all clattering at
      once, as he passes row on row of work tables. The seamstresses,
      mostly black or Hispanic, glance up as he passes, then
      quickly avert their eyes, his presence disturbing them in some
      nameless way.

      A THIN FOREMAN -

      in a flowery shirt, sees him approaching. He rises from his
      desk and comes over cheerfully, as the rack rolls to a stop.

                               FOREMAN
                  Hello, dear! Punctual as always. And
                  what have you brought us today?

      He seizes one of the dangling jackets, pulling up the plastic
      wrapper. He examines it, stroking the sleeve.

                               FOREMAN (contd.)
                  Oh, marvelous... You know, I always
                  say you're the Leonardo of leather.

                               MR. GUMB (O.S.)
                     (a harsh whisper)
                  Oil.

                               FOREMAN
                  Pardon...?

                               MR. GUMB (O.S.)
                  You're leaving oil on the skin.

      The foreman quickly releases the jacket.

                               FOREMAN
                  Of course... You'll be wanting your -

      Mr. Gumb's hand reaches INTO SHOT, snatching an envelope from
      him. The foreman is watching him walk away, as a seamstress
      comes over to take the rack of garments. The foreman is vaguely
      troubled, but shakes it off. He strokes the jacket again,
      admiringly.

                               FOREMAN (contd.)
                     (to seamstress)
                  I wish we had a dozen like him...

      SOUND UPCUT - Glenn Gould playing Bach's Goldberg Variations...

                                                   CUT TO:

      INT. MEMPHIS INTERNATIONAL AIRPORT - LOUNGE AREA - DUSK

      Clarice, in a line of other passengers, is moving slowly towards
      a departure ramp. Through a huge plate glass window, we can
      see her plane. She glances back over her shoulder at

      A PAIR OF UNIFORMED COPS

      brawny and impassive, their arms folded, waiting to make sure
      she board the flight.

      CLARICE

      sighs, turning wearily back towards the jetway. The BACH
      CONTINUES, as we...

                                                   CUT TO:

      INT. SHELBY CO. COURTHOUSE - HISTORICAL SOCIETY ROOM - NIGHT

      CLOSE ON a steaming, rather elegant dinner tray, being carried
      by Pembry, as he approaches Dr. Lecter's cell.

                               PEMBRY
                     (shouts)
                  Ready when you are, Doc!

      IN THE CELL -

      The BACH is issuing from the cassette player. Beside it, on
      the table, the pile of Dr. Lecter's drawings. The top one is an
      accurate, sensitive portrait, from memory, of Clarice. Beyond
      the table, we see Lecter's shadowy form, seated behind the paper
      screen. He calls out from there.

                               DR. LECTER (O.S.)
                  Just another minute, please!

      PEMBRY

      grunts, sets the tray down. Boyle joins him, handing him a riot
      baton and a Mace cannister, which Pembry fastens to belt clips.
      Boyle is similarly armed, and carries a ring of keys.

                               PEMBRY
                  Sumbitch demanded lamb chops for
                  dinner, extra rare.

                               BOYLE
                     (laughs)
                  What you reckon he'll want for breakfast
                  - some fuckin' thing from the zoo?

      INSIDE THE SCREEN -

      Dr. Lecter sits fully clothed on the toilet - swaying slightly,
      eyes closed, lost in the music, tongue working in his cheek.
      Suddenly, like magic, a little shiny piece of metal protrudes
      from his lips. He plucks it out, opens his eyes.

      IN EXTREME C.U. -

      He is holding the pocket clip from Prentice's disassembled
      pen - a straight, thin strip of metal, with a circular collar
      at one end, a square edge at the other.

      DR. LECTER -

      lines up his thumbnail just shy of the square edge, then braces
      it against the stainless steel toilet rim. He pushes down, hard,
      using both hands for leverage. After a moment he smiles, holding
      up the result, and twirling it before his eyes.

      IN EXTREME C.U. -

      the straight end of the clip now forms a tiny right angle, and
      the circular end anchors nicely between his fingers.

      OUTSIDE THE CELL -

      Pembry and Boyle turn as the toilet FLUSHES, and Dr. Lecter
      reappears, looking jaunty.

                               PEMBRY
                  Okay, Doc, grab some floor. Same drill
                  as lunchtime.

      Dr. Lecter sits on the floor, legs straight, then wriggles backwards.
      He stretches his arms behind him, hands and wrists through the
      bars, with two bars between them, and clasps his hands.

                               DR. LECTER
                  I'm ready when you are, Officer Pembry.

      Pembry comes around the cell to squat behind Dr. Lecter. He tugs
      his hands farther out, rather roughly, handcuffs his wrists. He
      shakes the cuffs, making sure of them, then nods to Boyle.

      NEW ANGLE - AT CELL DOOR -

      as Boyle picks up the dinner tray, and Pembry crosses around.
      Pembry takes the keys from Boyle, unlocks the cell door, and
      pushes it inward. Boyle goes inside with the tray.

      DR. LECTER

      watches as Boyle approaches the table, above five feet from
      him. Boyle has to set his tray down on the floor to clear off
      some of the mess of drawings. The MUSIC plays on.

      VERY CLOSE ON -

      Dr. Lecter's hands, outside the bars, as the makeshift key, held
      between the tips of his right index and middle fingers, searches
      for the keyhole of the cuffs. And finds it.

      NEW ANGLE - FAVORING BOYLE -

      as he finishes clearing the drawings, then turns back towards Dr.
      Lecter, stooping to pick up the tray.

      BOYLE'S RIGHT HAND -

      is just inches from the tray when Dr. Lecter's hand darts INTO
      SHOT, snapping a handcuff onto his wrist.

      BOYLE

      looks up, astonished, to find himself right in the grinning face
      of Dr. Lecter - who just as quickly rolls sideways, and snaps -

      THE OTHER CUFF

      around the bolted leg of the table. And suddenly all natural SOUND
      and MOTION are suspended, as the MUSIC soars much louder, each
      separate note of it now echoing distinctly, and we see...

      VARIOUS ANGLES - EACH BLURRING INTO STOP-ACTION -

      Pembry starting into the cell, reaching for his riot baton...

      Dr. Lecter smashing against the cell door, driving it into Pembry,
      pinning him across the chest, against the door frame...

      Boyle, on one knee on the floor, digging desperately in his pants
      pocket for his handcuff key...

      Pembry's hand, mashed against his body by the door, as he strains
      frantically to reach the baton at his waist...

      Pembry's eyes, widening in horror as he stares at...

      Dr. Lecter's bared teeth, flashing towards him...

      Dr. Lecter gripping Pembry's face in his jaws, shaking it like
      a dog shakes a rat...

      Boyle finding his key, but in his terror dropping it...

      Dr. Lecter yanking the mace can and riot baton from the dazed
      Pembry's belt, spraying him in his bloody face, then clubbing
      him to his knees...

      Boyle, mouth open in a silent scream, finding his key again,
      unlocking the handcuff, but then, as he starts to rise, seeing...

      Dr. Lecter standing over him, with the riot baton raised high; he
      swings it viciously down, again and again and again... Then normal
      SOUND and MOTION are restored as we go to -

      CLOSE ANGLE ON -

      the cassette player, and the portrait of Clarice, both now
      flecked with blood. In addition to the Bach, we now hear soft
      PANTING, close by, and whimpering SOBS in the b.g.

      ANGLE ON DR. LECTER

      eyes closed, lost in a favorite passage of the music. His bloody
      fingers drift airily with the notes, as his breathing slows to
      normal. He opens his eyes, sighs contentedly, looks down.

      HIS POV -

      By the sprawled legs of Boyle lie various objects that spilled
      from his pants pocket - coins, a comb, a big pocketknife.

      DR. LECTER

      picks up the pocketknife, examines it happily. About a four-
      inch blade. He becomes aware of the WHIMPERING, O.S., turns.

      LOW ANGLE ON PEMBRY

      as he crawls, with torturous slowness, towards the command desk,
      and the phone. He is crying, but frantically determined.

      PEMBRY'S POV - PARTIALLY BLURRED, THEN CLEARING -

      Above the desk, hanging from pegs, are his and Boyle's holstered
      revolvers...

                                                   CUT TO:

      INT. COURTHOUSE - GROUND FLOOR LOBBY - NIGHT

      The bronze arrow above the elevator swings towards "5," then
      indicates a stop there, at the top floor.

      FAVORING SGT. TATE -

      at his command desk, as he stares at the indicator. Another cop,
      JACOBS, sits on the desk's edge, flipping through a magazine;
      many more cops can be seen beyond them, idling in the lobby.

                               SGT. TATE
                  What is this shit...? Did some-
                  body go up to five?
                     (Jacobs shakes his head)
                  Call Pembry, ask him what -

      A GUNSHOT, and then, moments later, TWO MORE quick ones, echo
      down the nearby stairwell. Sgt. Tate jumps to his feet, grabs
      a radio mike, as the other cops stir, confused and noisy.

                               SGT. TATE (contd.)
                     (into mike)
                  CP, shots fired on five! Repeat, shots
                  fires on five! Outside posts look sharp,
                  we've got a... Ho-ly shit.

      THE BRONZE ARROW

      has begun to descend. Down to 4, then past 4...

      BACK ON SGT. TATE

      as he reacts. The other cops, behind him, are now in a full
      uproar, shouting, pulling out guns.

                               SGT. TATE (contd.)
                     (to the others)
                  SHUT UP...! Guard mount, double up on
                  your outside posts. Bobby, get the vests.
                  Rainey, Howard, cover that fucking elevator
                  if it comes all the way to -

                               A COP (O.S.)
                  It stopped!

      THE BRONZE ARROW -

      has, indeed, frozen at 3.

      SGT. TATE

      lifts the microphone again.

                               SGT. TATE
                     (into mike)
                  Seal off a ten-block radius. Get me
                  the SWAT team and an ambulance, double
                  quick. We're going up.

                                                   CUT TO:

      INT. STAIRWELL - NIGHT (DIMLY LIT)

      HIGH ANGLE on Sgt. Tate as he leads a five-man squad, all in
      bulletproof vests, up the stone stairs. They move fast but
      carefully, covering each other from landing to landing with
      drawn revolvers, shotguns. The distant Back MUSIC makes a
      ghostly echo in here...

                                                   CUT TO:

      INT. THIRD FLOOR CORRIDOR - NIGHT (DIMLY LIT)

      A thin rectangle of light on the floor from the open elevator
      door. We can't see inside. The MUSIC sounds closer.

      SGT. TATE

      approaches very cautiously, gun aimed. The other cops, behind
      him, fan out silently to set up angles of fire, checking the
      various office doors - all locked - as they creep up.

      MOVING ANGLE - OVER TATE'S SHOULDER -

      as he reaches the side of the elevator, hesitates, then spins
      to point his gun inside. It's empty. He backs away.

                               SGT. TATE
                     (shouts at ceiling)
                  Pembry? Boyle...?

                                                   CUT TO:

      INT. HISTORICAL SOCIETY ROOM - NIGHT (BRIGHTLY LIT)

      ANGLE on the door, from inside, its lettering reversed on the
      frosted glass. The Bach is VERY LOUD. After a moment the door
      is shouldered open, hard enough for the glass to shatter, Tate
      following his gun inside, moving low, then other cops appearing
      behind him in the doorframe. They all freeze, staring in
      utter horror.

                               SGT. TATE
                  Oh no... no...

      THEIR POV -

      is a brief snapshot from hell. The two uniformed bodies, one
      sprawled on its back near the door, the other still in the
      cell, have been savaged by a knife. Blood and gore everywhere.
      The faces are unrecognizable.

      SGT. TATE -

      struggles for control, as the other cops move grimly around him,
      into the room. He pulls his walkie-talkie from his belt.

                               SGT. TATE (contd.)
                     (into mike)
                  Command post... Two offi-
                     (a beat; clears his throat)
                  Two officers down. Prisoner is missing.
                  Repeat, Lecter is missing... He's stripped
                  the bed, might be making a rope, check all
                  windows. Where the fuck is my ambulance?

      IN THE CELL -

      a cop angrily punches OFF the music. Jacobs kneels with his
      fingers on Boyle's neck.

                               JACOBS
                  Boyle is dead, Sarge. His gun's gone...

      AT THE OTHER BODY -

      a cop gently removes a revolver from the bloody fist. Murray,
      the young patrolman, brings his ear reluctantly close to the
      gory face. A bloody bubble appears there; the wreckage GROANS,
      very softly.

                               MURRAY
                  This one's alive!

      Tate crosses, kneels to see for himself. Murray looks green.

                               SGT. TATE
                  Take ahold of him where he can feel
                  your hands, son. Talk to him.

                               MURRAY
                  What's his name, Sarge?

                               SGT. TATE
                  It's Pembry, now talk to him, God
                  dammit.
                     (into radio, looking around)
                  Boyle's dead, Pembry's read bad. Lecter
                  is missing and armed - he took Boyle's
                  gun...

      The other cop, checking the cylinder of Pembry's gun, holds
      up one finger to Tate.

                               SGT. TATE (contd.)
                     (into radio)
                  Pembry got off one round - there's a
                  chance Lecter was hit. We heard a
                  total of three shots fired, so he's
                  got four left... He's got a knife, too.

                                                   CUT TO:

      EXT. STREET IN FRONT OF COURTHOUSE - NIGHT

      VARIOUS ANGLES on a floodlit scene of barely controlled
      pandemonium. Flashing red lights, men shouting commands, SIRENS
      in the distance. SWAT members, in full gear, leap from a black
      van... fan out... swarm up the steps... EMS orderlies unload
      a gurney from an ambulance... Cops kneel for cover behind cars,
      aiming guns and rifles up at the windows...

                                                   CUT TO:

      INT. HISTORICAL SOCIETY ROOM - NIGHT

      A trio of EMS orderlies work fast over the body, already strapped
      on its gurney. Then bandage a big plastic airway into place, over
      the butchered face, checking for a pulse at the neck. Young Murray
      crouches, sickened, gripping a bloody fist.

                               MURRAY
                  You're just fine, Pembry, lookin' good,
                  buddy, you're gonna make it...

      One orderly massages the heart. Another is popping a plasma bag,
      ready to insert the needle, when the body starts convulsing.

                               ORDERLY
                  Downstairs - let's go!

      Quickly the gurney is elevated, wheeled out of the room, with
      cops rushing forward to open the doors, help push, SWAT men
      are running by in the hall, automatic rifles at the ready...

                                                   CUT TO;

      INT. THE ELEVATOR - DESCENDING - NIGHT

      Sgt. Tate, riding down with Jacobs, has his radio out.

                               SGT. TATE
                     (into mike)
                  Ten-four, Lieutenant. I'm on the elevator,
                  bringing it down. Pembry and Boyle
                  are both cleared, top three floors
                  secured, main stairwell secured. He's
                  somewhere on -

      A spot of blood falls on his cheek. He and Jacobs stare at each
      other. Another spot hits his shoulder. They look up.

      THEIR POV -

      Blood is dripping slowly from the corner of the service hatch.

      SGT. TATE

      motions for silence, as both men draw their guns.

                               SGT. TATE
                     (into mike)
                  Uh, we're pretty sure he's somewhere on
                  two, sir... That's all for now, over.

                                                   CUT TO:

      INT. GROUND FLOOR LOBBY - NIGHT

      The elevator doors open, and Tate and Jacobs hurry out, stepping
      quickly to the side. Tate reaches back in and -

      CLOSE ANGLE -

      locks the elevator into position, with its doors open.

      OTHER COPS

      are rushing up to them, curious, as Tate frantically pushes
      them aside, gesturing for silence.

                               SGT. TATE
                     (whispers)
                  He's on the roof of the elevator!

                                                   CUT TO:

      INT. THIRD FLOOR CORRIDOR - NIGHT

      Two SWAT officers, PETERSON and KUBELL, turn a key, unlocking
      and opening this floor's elevator doorway. The shaft is dark.
      Lying prone, they inch up to the edge, Peterson extends a mirror,
      on a long pole, out into the shaft.

      IN THE MIRROR (DISTORTED BY THE ANGLE) -

      is a distant figure, in a green prison jumpsuit, lying on his
      stomach, atop the elevator. A shiny revolver is near one hand.

      PETERSON

      whispers into a radio, as Kubell carefully tips an assault rifle,
      with a flashlight taped to its barrel, over the edge.

                               PETERSON
                  I see him... There's a weapon by his
                  hand. He's not moving...

                               RADIO VOICE
                  Can you get the drop?

                               PETERSON
                  We got the drop.

                               RADIO VOICE
                  One warning. Then take him out.

      Peterson nods to Kubell, who switches ON the flashlight, as
      Peterson shouts down the shaft.

                               PETERSON
                  LECTER!! PUT YOUR HANDS ON YOUR HEAD!!

      IN THE MIRROR -

      the green figure shows no movement.

      ANGLE ON THE COPS AGAIN

      as Peterson mutters to Kubell.

                               PETERSON (contd.)
                  Put one in his leg.

      VERY CLOSE ON

      the figure below, as Kubell's gunshot ROARS, echoing hugely
      in the shaft, and a slug rips through the jumpsuited leg.
      The figure doesn't stir.

      PETERSON

      staring down the shaft, raises his mike again.

                               PETERSON (contd.)
                  No movement.

                               RADIO VOICE
                  Okay, Johnny, hold your fire...

                                                   CUT TO:

      INT. GROUND FLOOR LOBBY - NIGHT

      A small army of cops is now covering the elevator doorway,
      from both sides. Tate crouches next to the SWAT COMMANDER.

                               SWAT COMMANDER
                     (into radio mike)
                  We're coming into the car, we're opening
                  the hatch. Watch his hands. Any fire
                  will come from us. Affirm?

                               PETERSON'S VOICE
                  Got it.

      The SWAT commander hands his radio to another cop, then looks
      at Tate. A long, tense moment. Then he waves a signal.

      MOVING ANGLE

      as we follow a picked team of four SWAT cops, in full body armor,
      rushing into the elevator car. Two men move to the corners,
      aim assault rifles at the ceiling. A third man sets a
      stepladder in place, and the fourth man, armed with a big
      Colt, hurries up the ladder and unclips the hatch.

      CLOSE ON

      the service hatch, as the hinged cover drops open, and a body
      tumbles through, dangling head first, until it's caught at the
      waist. We see the back of the head.

      SGT. TATE

      shoulders through the SWAT cops for a closer look. He turns
      towards the SWAT commander, astonished.

                               SGT. TATE
                  That's Pembry!

                                                   CUT TO:

      INT. EMS AMBULANCE - MOVING

      In the rear chamber, a young EMS ATTENDANT is braced against the
      vehicle's sway. Behind him, the stretchered form of his patient,
      and, through a curtained opening, the driver. SOUND of the siren.

                               ATTENDANT
                     (into radio mike)
                  He's comatose, but his vital signs
                  are good. Pressure's 130 over 90...
                  Yeah, 90! Pulse 85...

      Behind him, in slightly BLURRED FOCUS, the bloody figure sits
      slowly upright...

                               ATTENDANT (contd.)
                  His convulsions have stopped, but he's
                  got so much loose skin on his face,
                  it's hard to tell if -

      Suddenly he stops, becoming aware of a strange HISSING. He
      turns, puzzled...

      THE POCKETKNIFE BLADE -

      in Lecter's fist, flashes high in the air...

                                                   CUT TO:

      EXT. SIX-LANE FREEWAY - NIGHT (ARC LIGHTS)

      MOVING ANGLE on the EMS ambulance, as it races along normally,
      its SIREN blazing, the heavy flow of traffic parting to make way
      for it. Then suddenly it begins to weave erratically, changing
      lanes, before drifting dangerously to a full stop, almost side-
      ways. Cars swerve to avoid hitting it, HONKING angrily...

      CLOSER ANGLE

      on the stopped ambulance. After a long, still moment, the windshield
      wipes come one, incongruously, then stop. Then the SIREN is
      shut OFF, and the flashers. The ambulance starts rolling again
      - at first jerkingly, then with increasing speed. We follow it
      for several more moments, until is passes - and we LINGER on...

      A BIG GREEN INTERSTATE SIGN -

      that read "Memphis International Airport / 2 miles."

      CLOSE ANGLE - THROUGH AMBULANCE WINDSHIELD

      Dr. Lecter's face is slowly REVEALED, as he wipes across it
      with a fistful of gauze, tossing it aside...

                                                   DISSOLVE TO:

      EXT. MONTANA PLAIN - DUSK - (IN FLASHBACK)

      MOVING ANGLE, rushing with dizzy swiftness over the prairie,
      over waving grasses... a long passage... before we come at last
      to the girl Clarice, sitting with her lamb, hunched in despair.
      She rises, her face tear-stained, and turns from us. Holding
      the lamb, she starts back the way she came...

                                                   CUT TO:

      EXT. COUNTRY DIRT ROAD - NIGHT - BRIGHT MOONLIGHT

      MOVING ANGLE, very rapid, down this road... coming at last to
      a stopped highway patrol car. Clarice, with her lamb, is standing
      in the car's headlights. She starts wearily towards the
      sheriff...

                                                   CUT TO:

      EXT. RANCH BARNYARD - NEAR DAWN

      CRANE ANGLE - sweeping rapidly DOWN into the barnyard towards
      the arriving highway patrol car, as it stops... RUSHING to
      the little girl as she steps from the car, holding the lamb.
      The dark figure of the rancher ENTERS FRAME. As he roughly
      takes the lamb from her, we HOLD on a CLOSEUP of her face -
      stunned, blank. She EXITS FRAME...

                                                   CUT TO:

      EXT. BARN - NIGHT

      MOVING ANGLE - Clarice's POV - as she walks towards the open
      barn doorway... It looms CLOSER... The rancher is revealed,
      a shadowy figure, pinning the lamb on the killing table. His
      knife hand sweeps up high, then holds... He turns TO CAMERA,
      his face breaking into the light - and it is the face of Dr.
      Lecter. He smiles his terrible smile at the young Clarice...

                                                   CUT TO:

      INT. FBI DORM - PAY PHONE IN HALLWAY - NIGHT

      MOVING ANGLE - coming in very CLOSE on the adult Clarice's face
      - shocked, devastated - as she stands alone by the dangling
      receiver...

                                                   CUT TO:

      INT. SHOWER STALL - FBI DORM - NIGHT

      CLOSE ON a shower head, as water suddenly blasts out. Clarice
      moves INTO SHOT, as she scrubs her face and hair compulsively,
      almost desperately, unable to get clean...

                               ARDELIA (V.O.)
                  They found the ambulance...

                                                   CUT TO:

      INT. CLARICE'S DORM ROOM - NIGHT

      Clarice is hunched on her cot, in a bathrobe, her hair wet. The
      Buffalo Bill case file, a think bundle, rests by her feet.
      Ardelia hovers anxiously nearby.

                               ARDELIA (contd.)
                  In the parking garage at Memphis airport.
                  The crew was dead. He killed a tourist,
                  too. Got his clothes, cash... By now he
                  could be anywhere.

      Clarice looks up. Her eyes are red-rimmed with exhaustion, and
      something close to despair. She reads Ardelia's thought.

                               CLARICE
                  No. He won't come after me.

                               ARDELIA
                  Why not?

                               CLARICE
                     (bitterly)
                  It would be rude. And he wouldn't get
                  to ask any more questions...

      Ardelia sits beside her, touches her arm.

                               ARDELIA
                  Clarice - you did the best anybody could
                  have for Catherine Martin. You stuck your
                  neck out for her and you got your butt
                  kicked for her and you tried. It's not
                  your fault it ended this way.

                               CLARICE
                  The worst part - the thing that's making
                  me crazy - is that Bill is right in front
                  of me. Only I can't see him...
                     (touching the case file)
                  Lecter said, everything I need to catch
                  him is right here, in these pages...

                               ARDELIA
                  Lecter said a lot of things.

                               CLARICE
                     (shakes her head)
                  He's here, Ardelia.

      Ardelia stares back at her. SOUND UPCUT - the low throb of a
      washing machine...

                                                   CUT TO:

      INT. LAUNDRY ROOM - ACADEMY DORM - NIGHT (VERY LATE)

      Clarice has spread out the case file across two washing ma-
      chines. Ardelia, cross-legged on a dryer, studies another pile
      of forms. Nearby is their laundry basket, detergent box.

                               ARDELIA
                     (surprised)
                  Hey, is this Lecter's handwriting?

      She holds up the map, with its location markings for the 
      kidnapping and body dump sites. Clarice takes it, looks.

      INSERT - THE MAP -

      with newly inked words in Dr. Lecter's precise, elegant hand.

                               DR. LECTER (V.O.)
                  Clarice, doesn't this random scattering
                  of sites seem overdone to you?
                  Doesn't it seem desperately random
                  - like the elaborations of a bad liar?
                  Ta... Hannibal Lecter.

      NEW ANGLE - TWO SHOT

      as Clarice looks up at Ardelia, puzzled but excited.

                               CLARICE
                  "Desperately random." What does he mean?

                               ARDELIA
                  Not random at all, maybe. Like there's
                  some pattern here...?

                               CLARICE
                  But there is no pattern. There's no
                  connection at all among these places, or
                  the computers would've nailed it! They're
                  even found in random order.

                               ARDELIA
                  Well, except for the one girl.

                               CLARICE
                     (beat)
                  What girl?

                               ARDELIA
                  The one that was weighted down. Where
                  is she...? Fred something.

      They search among the inserts. Clarice finds the graduation photo.

                               CLARICE
                  Fredrica Bimmel, from Belvedere, Ohio.
                  The first girl taken, but the third body
                  found... Why?

                               ARDELIA
                  'Cause she didn't drift. He weighted
                  her down.

                               CLARICE
                  But why? He didn't weight the others.

      Clarice moves, on fire, unable to keep still.

                               CLARICE (contd.)
                  The first, what the hell did Lecter
                  say about... "First principles," he said.
                  Simplicity... What does this guy do, he
                  "covets." How do we first start to
                  covet? "We covet what we see - "

      She stops, turns. She grabs the photo of Fredrica from Ardelia,
      stares at it. She looks up, trembling.

                               CLARICE
                  "- every day."

                               ARDELIA
                     (softly)
                  Hot damn, Clarice.

                               CLARICE (V.O.)
                  He knew her...!

                                                   CUT TO:

      INT. FBI BUILDING - OFFICE OF THE DIRECTOR - DAY
      Clarice and Crawford are seated in front of Director Burke,
      who's at his desk. Another chair is empty, because Krendler is
      pacing. All four are nearing their boiling points.

                               CLARICE (contd.)
                  Maybe he lives in this, this Belvedere,
                  Ohio, too! Maybe he saw her every day,
                  and killed her sort of spontaneously.
                  Maybe he just meant to... give her a
                  7-Up and talk about the choir. But then -

                               KRENDLER
                  Starling -

                               CLARICE
                  But then he had to cover up, make her
                  seem just like all the rest of them.
                  That's what Lecter was hinting!

                               KRENDLER
                  The market in Lecter hints is way down,
                  today, okay? I've got two good men dead
                  in Memphis, and three civilians. I've got -

                               CRAWFORD
                  Who the hell's fault is -

                               KRENDLER
                  - a U.S. Senator who's half out of her
                  head because her daughter's going to be
                  murdered today! And all because of
                  your mind games with fucking Lecter!

                               CRAWFORD
                  If you hadn't interfered, he'd still
                  be in custody in Baltimore!

                               BURKE
                  Jack -

                               KRENDLER
                  You sent in a green recruit, with a
                  phony goddamn offer -

                               CRAWFORD
                  You're just trying to cover your ass
                  for letting him escape!

                               BURKE
                  THAT'S ENOUGH! All of you...

      A long silence, as they all struggle to regain composure.
      Crawford, who was at the point of striking Krendler, finally
      retakes his seat. Burke looks sadly at Crawford and Clarice.

                               BURKE (contd.)
                     (very reluctantly)
                  Starling, I'm afraid I have no choice.
                  You're suspended from the Academy.
                     (Crawford starts to interrupt)
                  Not another word!
                     (to Clarice)
                  This is pending a reevaluation of your
                  fitness for the service. I promise you'll
                  get a fair hearing.
                     (pause)
                  Jack... you're ordered to take compassionate
                  leave. You'll spend the rest of the day
                  briefing the AG's office, then transfer
                  command of the task force, effective by
                  1800 hours.
                     (beat)
                  I'm sorry, Jack... Go home. Take care
                  of Bella.

      Clarice and Crawford stare back at him, drained. A long and
      very painful silence. Not even Krendler looks happy.

                                                   CUT TO:

      EXT. SIDEWALK OUTSIDE FBI BUILDING - DAY

      Clarice and Crawford walk out slowly, stand there a moment,
      not knowing what to say, not wanting to face each other.

                               CLARICE
                  All his victims are women... His
                  obsession is women, he lives to hunt
                  women. But not one women is hunting
                  him - except me. I can walk in a
                  woman's room and know three times as
                  much about her as a man would.
                     (beat)
                  I have to go to Belvedere.

                               CRAWFORD
                  You heard them. I don't have that
                  authority anymore.

                               CLARICE
                  You do until six p.m.

      He stares at her sadly. He looks, for the first time, defeated,
      old beyond his years.

                               CRAWFORD
                  Ohio is cold ground. Picked over, ten
                  months ago. Our people worked it, so
                  did the locals.

                               CLARICE
                  But not from this angle. Not thinking
                  he knew her. You've got to send me!

                               CRAWFORD
                  I'm Bureau for 28 years, Starling. I
                  won't disobey orders, not even now.

                               CLARICE
                  But I just became a private citizen.
                  I can go anywhere I want to.

                               CRAWFORD
                  With ID and a gun...? Impersonating a
                  federal agent is a felony.

                               CLARICE
                  He's going to kill her, Mr. Crawford.
                  This morning, or maybe at noon, but
                  today, and Belvedere's our last chance.
                  I'm flying there, right now, unless
                  you stop me. You want my ID? Here -
                  take it...

      He stares at her, a long moment. Catherine's life. Clarice's
      passion, and future. His loyalty to the Bureau. Call it.

                               CRAWFORD
                     (pulls out his wallet)
                  There's about $300 here... And a
                  hotline code number. They'll patch you
                  through to me, wherever I am.

      She raises her hand to him. She wants to touch him face, or
      his neck, but can't. Finally she takes his money and card.

                               CLARICE
                  Thank you.

      He watches, frightened for both of them, as she backs away,
      smiles, then turns, racing towards the surveillance van.
      SOUND UPCUT - the scratchy recording of Fats Waller SINGING,
      as we...

                                                   CUT TO;

      INT. MR. GUMB'S CELLAR - DAY (DIM LIGHT)

      CLOSE ON the needle of the Victrola, on the spinning record,
      as Mr. Gumb's fingers lift away. MUSIC continues in b.g.

                               MR. GUMB (O.S.)
                     (calling out)
                  Preeeeecious...!

      CLOSE ON the moth cage, as Mr. Gumb's fingers search through
      the humus, and find a plump new cocoon, lifting it out. The
      door of the cage is left open, and one or two of the adult
      moths flutter out.

                               MR. GUMB (contd.,O.S.)
                  Precious, come on Precious! Busybusy
                  day today...

      CLOSE ON a clean towel, beside the sink. The cocoon is gently
      placed in readiness alongside four shiny skinning knives.

                               MR. GUMB (contd.,O.S.)
                  Momma's gonna be sooo beautiful!

      CLOSE ON a stainless steel Colt Python, with a six-inch barrel,
      as the cylinder is spun, and the hammer gets a practice
      cock. The metallic CLICK is deep and loud. A note of alarm
      has entered Mr. Gumb's voice.

                               MR. GUMB (contd., O.S.)
                  You come here this minute, you little
                  scamp!

      LOW ANGLE on Mr. Gumb, wearing the kimono, as he walks through
      his sewing workroom. His back is to us; he is looking anxiously
      under the furniture. He stops, straightens. Genuinely scared.

                               MR. GUMB (contd.)
                  Precious...?

      LOW ANGLE - OVER THE PIT OPENING -

      towards Mr. Gumb, as he stops at one of the doorways of the
      oubliette chamber. He stares inside; his face in shadows.

                               MR. GUMB (contd.)
                  Sweetheart...?

      From the distant bottom of the pit, we hear Catherine's voice.

                               CATHERINE (O.S.)
                  She'd down here you sack of shit.

      Mr. Gumb's fist flies to his mouth, and he sags against the
      doorframe. A little groan escaped him; the dog answers with
      a series of YIPS.

      UPWARD ANGLE, FROM THE PIT BOTTOM

      as Mr. Gumb's dark shape leans cautiously over the edge.

                               MR. GUMB
                  Precious, are you all right?

      REVERSE ANGLE ON CATHERINE -

      crouched to one side, clutching the dog to her chest. Seeing
      Mr. Gumb, the dog squirms frantically, BARKING.

                               CATHERINE
                  Get me a telephone. Lower it down to
                  me. Do it now, mister! I don't want
                  to have to hurt this little dog.

      UPWARD ANGLE

      on Mr. Gumb, as, with a cry of fury, he whips the Colt from
      inside his kimono. The muzzle gleams as he takes aim.

      CATHERINE

      yanks the dog up, into his line of fire, screaming at him.

                               CATHERINE
                  You shoot motherfucker you better kill
                  me quick or I'll break her fucking
                  neck, I swear to God!

                               MR. GUMB (O.S.)
                     (wails)
                  Nooooooo!

      Tucking the dog under one arm, she grabs its muzzle, twisting
      the head. The dog WHINES piteously.

                               CATHERINE
                  Back off, you son of a bitch! Back off!

      UPWARD ANGLE

      as Mr. Gumb cries out again - a terrible, inarticulate scream
      of rage and anguish. But then he slowly lowers his gun.

      REVERSE ANGLE

      on Catherine, as she maintains her grip.

                               CATHERINE (contd.)
                  That's better... Now get me a live
                  telephone. Get a long extension and
                  lower is down here... And you better
                  do it fast, too, 'cause I think her
                  leg's broken. She's in pain, mister,
                  she need a vest.

      MR. GUMB

      stares down at her, a long beat, breathing heavily.

                               MR. GUMB
                  You think she's in pain? You don't
                  know what pain is. But you're going
                  to find out...

      And abruptly he vanishes. SOUND of his footsteps, rushing off.

      CATHERINE

      begins shaking, hands and arms twitching uncontrollably. She
      hugs the little dog tight to her chest, buries her face in
      its fur, sobbing...

                                                   DISSOLVE TO:

      EXT. RESIDENTIAL STREET - BELVEDERE, OHIO - DAY

      HIGH ANGLE as a rented sedan pulls up to the curb, stops. After
      a moment Clarice climbs out, a bit stiffly. Double-checking
      this address, she glances up from a folded street map to -

      AN OLD, THREE-STORY WOODEN HOUSE

      in a row of similarly shabby homes, all backing onto a narrow
      river. A path of boards, laid over mud, leads back along this
      house towards the brown water. SOUND of hammering from there.

                                                   CUT TO:

      EXT. BIMMEL HOUSE - BACK YARD - DAY

      An awesome huddle of pigeon coops sprawls by the brackish water.
      The birds' COOING mixes with the HAMMERING. A tall, gaunt man
      in a knit cap is obsessively pounding nails into a new coop.

      CLARICE

      approaches him, and the man lowers his hammer. He has red-
      rimmed eyes of watery blue. His face is deeply seamed.

                               CLARICE
                  Mr. Bimmel...?

      He stares back at her, warily.

                                                   CUT TO:

      INT. BIMMEL HOUSE - STAIRCASE - DAY

      HIGH ANGLE - LOOKING DOWN - as Mr. Bimmel leads Clarice up a
      steep flight of steps. The bannister is worn, sags a bit.

                               MR. BIMMEL
                  I don't know nothin' new to tell ya.
                  The police been back here so many
                  times already... Fredrica went into
                  Columbus on the bus to see about a
                  job. She left the interview o.k.
                  She never come home.

      Clarice pauses, at the landing, to look at a framed photo: the
      familiar graduation portrait. Others pictures show Fredrica as
      a young girl, toddler, infant - plump and hopeful at each age.

                               MR. BIMMEL (contd.)
                  Her room's how she left it. Just shut
                  the door when you're done.

                                                   CUT TO:

      INT. FREDRICA'S BEDROOM - DAY

      CLARICE'S POV - MOVING SLOWLY - as she takes in flowery chintz
      curtains... posters of Madonna and Blondie... a twin bed, with
      worn, stuffed animals on the pillow... . a big sewing machine in
      the corner.

      CLARICE

      turns, absorbing nuances. There is loneliness here, an echo of
      desperation under this steeply pitches ceiling. A shrill MEOW,
      and she looks down...

      A BIG TORTOISESHELL CAT

      is rubbing against her ankles.

      CLARICE

      picks up the cat, scratches behind his ears. She glances up.

      IN A FULL-LENGTH MIRROR -

      she and the cat stares back at their own reflection...

                                                   CUT TO:

      Clarice, sitting at the desk, turns the pages of a high school
      yearbook. The cat is curled on her lap...

                                                   CUT TO:

      Clarice, kneeling by the old Decca record player, flips through
      LPs and singles. The cat has wandered off...

                                                   CUT TO:

      Clarice pulling a string to light up the closet. She is surprised
      and intrigued to see an extensive wardrobe, groaning from
      the rod. A shelf above the rod is stacked high with sewing
      supplies, in clear plexiboxes. She flips through the hanging
      clothes, pulls out one dress, on its hanger, for a closer look.

      THE DRESS

      is very big, to fit Fredrica, but beautifully cut. Some of the
      seams still look unfinished. She turns it around, sees a blue
      tissue dressmaker's pattern still pinned to the back.

      FAVORING THE SEWING MACHINE -

      as Clarice turns, looks towards it. She hangs the dress on the
      closet door knob, crosses to sit at the machine. She takes off
      its dust cover. She runs one hand over the cool metal, as a
      taunting memory forms in her mind.

                               DR. LECTER (V.O.)
                  Billy wants to change, too, Clarice.
                  But there's the problem of his size,
                  you see...

      She turns, looks again at the unfinished dress. Suddenly she
      straightens, her attention riveted by something...

      CLARICE'S POV -

      On the printed pattern, down at the lower back of the outlined
      dress, are two bold black triangles. We RUSH CLOSER to there
      shapes, before jumping back to -

      CLARICE

      who stares at them, starting to tremble.

                               DR. LECTER (V.O.)
                  Even if he were a woman, he'd have
                  to be a big one...

      IN FLASHBACK -

      those missing triangles of skin on the dead girl's back, in
      the funeral home in West Virginia...

      CLOSE ON CLARICE

      as she jumps to her feet, with a fierce joy.

                               CLARICE
                  Sewing darts. You bastard.

                                                   CUT TO:

      INT. BIMMEL PARLOR - DOWNSTAIRS - DAY

      Clarice paces, in an exuberant rush, amidst the worn furniture.

                               CLARICE
                     (into phone)
                  He's making himself a "woman suit," Mr.
                  Crawford - out of real women! And he can
                  sew, this guy, he's really skilled.
                  A dressmaker, or a tailor -

                               CRAWFORD (V.O.)
                  Starling -

                               CLARICE
                  That's why they're all so big - because
                  he needs a lot of skin! He keeps them alive
                  to starve them awhile - to loosen their
                  skin, so that -

                               CRAWFORD (V.O.)
                  Starling, we know who he is! And where
                  he is. We're on our way now.

                               CLARICE
                     (pause; surprised)
                  Where?

                                                   CUT TO:

      INT. FBI TURBOJET - FLYING - DAY

      Crawford sits at a communications console, with Burroughs, in
      headphones, by his side. This forward section of the cabin is
      crammed with hi-tech equipment, all lit up and WHIRRING. Through
      a window we see clouds, part of the jet's wing.

                               CRAWFORD
                     (into speaker phone)
                  Calumet City, edge of Chicago. I'll
                  be on the ground in 45 minutes with
                  the Hostage Rescue Team. I'm back in
                  charge, Starling. He's mine.

      INTERCUTTING -

      as Clarice reacts; her happiness for Crawford is tinged with
      disappointment at being so suddenly out of the hunt.

                               CLARICE
                     (on phone)
                  Sir, that's great news. But how -

                               CRAWFORD
                  Johns Hopkins finally came up with a
                  name for us. We fed him into Known
                  Offenders, and he came up cherries.
                     (takes a paper from Burroughs)
                  Subject's name is "Jamie Gumb," AKA
                  "John Grant." Lecter's description was
                  accurate, he just lied about the name.

      INSIDE THE JET - MOVING ANGLE -

      from the rear of the cabin forward, as we slowly PASS the
      twelve-man HRT. They're seated in full gear, hardshell armor,
      quietly checking and rechecking their bulging cases of weapons -
      silencer automatics, shotguns, stun grenades...

                               CRAWFORD (contd., O.S.)
                  This Gumb's a real beauty. Slaughtered
                  both his grandparents when he was twelve,
                  and did nine years in juvenile psychi-
                  atric. Where, Starling, he took vocational
                  rehab, and learned a useful trade...

      INTERCUTTING -

                               CLARICE
                  Sewing...

                               CRAWFORD
                  Take a bow. Customs had some paper on
                  his alias. They stopped a carton two
                  years ago at LAX - live caterpillars from
                  Surinam. The addressee was "John Grant."
                  Calumet Power & Light's given us two
                  possible residences under that alias.
                  We're hitting one, Chicago SWAT's taking
                  the other.

                               CLARICE
                     (eagerly)
                  Chicago's only about 400 miles from
                  here. I could be there in -

                               CRAWFORD
                  No, Starling, there isn't time. And
                  you've still got crucial work to do in
                  Ohio. We want him for murder, not
                  kidnapping. I'm counting on you to link him
                  to the Bimmel girl, before he's indicted.

      Clarice tries hard to swallow her disappointment.

                               CLARICE
                  Yes sir... I'll do my best.

                               CRAWFORD
                     (pause; gently)
                  Starling - you've earned back your place
                  in the Academy. We never would've found
                  him without you, and nobody's ever going
                  to forget that. Least of all me.

                               CLARICE
                  Yes sir. Thank you, sir...

      CRAWFORD

      switches off, feeling bad for her. On the console near him, the
      fax machine starts to CHATTER. He turns, looks.

                               BURROUGHS (O.S.)
                  Here he comes, Jack.

      CLOSE ON

      an emerging sheet, as Gumb's face is printed out. We see just
      his hair, then the top of his forehead, before we...

                                                   CUT TO:

      EXT. BIMMEL BACK YARD - DAY

      Clarice walks slowly across the yard, absorbing all this news,
      before suddenly leaping into the air and pumping her fist in
      triumph, with a happy yelp. Then she sees -

      MR. BIMMEL

      staring at her in surprise. He sits by his coops, smoking.

      CLARICE

      somewhat embarrassed, crosses over to him.

                               CLARICE
                  Mr. Bimmel... did Fredrica ever mention
                  a man named Jamie Gumb, from Calumet
                  City? Or John Grant?
                     (He shakes his head)
                  Did she know any men that sew?

                               MR. BIMMEL
                  She sewed for everybody. Stores, ladies,
                  whatever. I don't know about men.

                               CLARICE
                  Who was her best friend, Mr. Bimmel?
                  Who'd she hang out with?

                                                   CUT TO:

      EXT. AN ISOLATED RUNWAY - O'HARE AIRPORT - DAY

      The FBI turbojet is parked, its gangway down. Crawford, 
      Burroughs, and the HRT squad, carrying their bags of weapons,
      CLATTER rapidly down the metal steps...

                               STACY (V.O.)
                  Freaked me out. Get your skin peeled
                  off, is that a bummer...?

                                                   CUT TO:

      INT. SAVING & LOAN - BELVEDERE - DAY

      STACY HUBKA - short, perky, early 20's - sits nervously at
      her desk, talking to Clarice, who jots in her notebook. In
      the b.g. beyond them, bank tellers, lines of waiting customers,
      MUZAK.

                               STACY (contd.)
                  They said she was just rags, like
                  somebody -

                               CLARICE
                  Stacy, did Fredrica ever mention a man
                  named Jamie Gumb? Or John Grant?
                     (Stacy shakes her head)
                  Do you think she could've had a friend
                  you didn't know about?

                               STACY
                  No way. She had a guy, I'da known,
                  believe me. Sewing was her life, she
                  was really great at it. Poor Freddie.

                               CLARICE
                  Did you ever work with her?

                               STACY
                  Oh sure, me'n Pam Malavesi used to help
                  her do alterations for old Mrs. Lippman.
                  Lots of people worked for her, she had
                  the business from all these retail stores?
                  But she was like, totally old, it was more'n
                  she could handle.

                               CLARICE
                  Where does Mrs. Lippman live? I'd like
                  to talk to her.

                               STACY
                  She died. She went to Florida to retire,
                  like two years ago? She dies down there.

      Clarice reacts, disappointed at the ending of this trail.

                               STACY (contd.)
                       (beat; shyly)
                  Is that a pretty good job, FBI agent?

                               CLARICE
                  I think so.

                               STACY
                  You get to travel around and stuff?
                  I mean, better places then this?

                               CLARICE
                  Sometimes you do.

                               STACY
                  Freddie was so happy for me when I got
                  this job. This - toaster giveaways, and
                  Barry Manilow on the speakers all day -
                  she thought this was really hot shit.
                  What did she know, big dummy...

      Suddenly she's fighting tears. Clarice reaches to hug her.

                                                   CUT TO:

      EXT. RESIDENTIAL STREET - CALUMET CITY, ILLINOIS - DAY

      WIDE ANGLE on what appears to be, at first, a calm, ordinary
      neighborhood of working class two- and three-story houses. But
      the street is strangely quiet, deserted. After a few moments,
      we become aware of movement - armed, dark-clad figures creeping
      swiftly and in silence from shrubs to garage corners, from
      parked cars to porches, appearing and then disappearing...

                                                   CUT TO:

      INT. MR. GUMB'S CELLAR - DAY (DIM LIGHT)

      CLOSE ON Mr. Gumb, as he settles a big pair of infra-red night-
      vision goggles over his eyes. Moths flutter past his face. His
      mouth is set in a grim line...

                                                   CUT TO:

      EXT. STREET IN CALUMET CITY - FRONT YARD - DAY

      An HRT cop, prone beneath a hedge, is joined by a 2nd HRT Cop,
      who throws himself to the grass beside him. They both take aim
      with their scoped rifles at -

      TELEPHOTO ANGLE (WITH RIFLE CROSSHAIRS) -

      The front door of a big, nearby, split-level house...

                                                   CUT TO:

      INT. MR. GUMB'S CELLAR - DAY (DIM LIGHT)

      CLOSE ON a fuse box, as Mr. Gumb reaches in, flips a switch.
      The lights go out. SOUND of a second switch, and the cellar
      is bathed in a green glow...

                                                   CUT TO:

      EXT. STREET IN CALUMET CITY - NEIGHBOR'S HOUSE - DAY

      A little boy, riding his tricycle in his driveway, is suddenly
      startled to find himself staring into the grim face of -

      A MEMBER OF THE HRT -

      crouched by his garage, armed to the teeth. As the little boy
      starts to cry, the cop pulls him into the shadows, covering
      his mouth.

                                                   CUT TO:

      INT. MR. GUMB'S CELLAR - DAY (GREEN LIGHT)

      Mr. Gumb, in his kimono and goggles, creeps silently through
      his workrooms - knees bent, painted toes places ever so
      delicately, the Colt held aloft - as more moths flutter past him
      in the eerie light...

                                                   CUT TO:

      EXT. STREET IN CALUMENT CITY - DAY

      A florist's van turns the corner, comes slowly down the street
      and stops at the curb in front of the split-level. The driver,
      in a gray deliveryman's uniform and cap, climbs out of the cab,
      walks briskly to the panel door, on the street side of the van,
      and slides it open. He leans in, comes out with a long, thin
      red-ribboned floral box, starts calmly towards the house...

                                                   CUT TO:

      INT. MR. GUMB'S CELLAR - DAY (GREEN LIGHT)

      MR. GUMB'S POV - MOVING ANGLE - on the top of the oubliette,
      a glowing green circle in the dark, as it draws closer and
      closer... and then Catherine comes INTO VIEW, at the bottom
      of the pit. She is crouched, exhausted, staring straight up
      at him - but she can't see him in this infra-red darkness.
      Precious is curled into her stomach, asleep. The futon is up
      to Catherine's waist, but there's a clear shot at her head
      and neck.

      MR. GUMB -

      looking down at her, smiles...

                                                   CUT TO:

      EXT. STREET IN CALUMET CITY - SUSPECT'S HOUSE - DAY

      MOVING ANGLE on the "deliveryman," seen from behind, as he
      mounts three steps to the split-level's front porch. Tucked
      into the small of his back if a 9 mm. automatic.

      CRAWFORD AND BURROUGHS

      have slipped out of the van, and are crouched behind it now,
      with drawn guns, watching tensely as -

      THE "DELIVERYMAN"

      settles the floral box in the crook of his left arm, reaches
      out with his right hand towards the buzzer...

                                                   CUT TO:

      INT. MR. GUMB'S CELLAR - DAY (GREEN LIGHT)

      Slowly, savoring the moment, Mr. Gumb aims the big Colt, which
      is already cocked, using both hands... He is just about to
      squeeze the trigger, when we hear his DOOR BUZZER, surprisingly
      loud and close by. He turns, startled, and sees -

      A DUSTY BLACK METAL BOX -

      the extension buzzer, mounted high on the wall, which is making
      the hideous, grating JANGLE. It finally stops, but not before
      waking Precious, who starts frantically BARKING, O.S., as -

      MR. GUMB

      raises his gun again, spinning back towards -

      HIS POV - THE PIT BOTTOM -

      where Catherine, hearing but still not seeing him, quickly
      yanks the futon over both herself and the dog. Instantly the
      two of them become one squirming, indistinguishable mass.

      MR. GUMB

      bites his lip, his aim wavering, as he can't decide where to
      safely place his shot. The maddening BUZZER sounds again, even
      more insistently, and he cries out with frustration and fury.
      But as the BUZZER continues, he reluctantly uncocks his gun,
      looking up angrily towards his front door...

                                                   CUT TO:

      INT. MR. GUMB'S FRONT DOOR - DAY

      The door opens, on a chain, and Clarice peers in, smiling.

                               CLARICE
                  Good afternoon... I wonder if you
                  could help me. I'm looking for Mrs.
                  Lippman's family?

      Mr. Gumb frowns out at Clarice. For the first time ever, we
      get a well-lit view of his bland, pale-eyed moon of a face.

                               MR. GUMB
                  They don't live here anymore.

                                                   CUT TO:

      EXT. FRONT DOOR OF SUSPECT'S HOUSE - CALUMET CITY

      The "deliveryman" yanks a 12 lb. sledgehammer from the floral
      box, swings it with all his might against the door knob, blowing
      it through as -

      MOVING ANGLE

      Crawford and Burroughs race towards the door, guns up...

                                                   CUT TO:

      EXT. MR. GUMB'S FRONT DOOR - DAY

      Mr. Gumb starts to close the door, only to have Clarice push
      back against it, politely but firmly. She holds up her ID.

                               CLARICE
                  Excuse me, but I really do need to
                  talk to you. This was Mrs. Lippman's
                  house. Did you know her?

                               MR. GUMB
                     (beat)
                  Just briefly. What's the problem, Officer?

                                                   CUT TO:

      INT. SUSPECT'S HOUSE - CALUMENT CITY - DAY

      A bedroom window disintegrates as a flash grenade is shot
      through it, EXPLODING on the floor. An instant later, a
      black-clad HRT cop dives through the shattered glass, rolls
      across the floor, comes up on one knee swivelling his sawed-
      off shotgun...

                                                   CUT TO:

      EXT. MR. GUMB'S FRONT DOOR - DAY

      Clarice and Mr. Gumb, still eyeing each other through the
      door crack...

                               CLARICE
                  I'm investigating the death of Fredrica
                  Bimmel. Who are you, please?

                               MR. GUMB
                  Jack Gordon.

                               CLARICE
                  Mr. Gordon, did you know Fredrica when she
                  worked for Mrs. Lippman?

                               MR. GUMB
                  No. Wait... Was she a great, far person?
                  I may have seen her, I'm not sure...

                                                   CUT TO:

      INT. SUSPECT'S HOUSE - CALUMET CITY - DAY

      MOVING ANGLE as Burroughs moves quickly down a hallway and
      enters the living room, where Crawford is standing, with his
      gun held down by his side, surrounded by several other cops.
      Burroughs shakes his head: Nothing here...

                                                   CUT TO:

      INT. MR. GUMB'S FRONT HALLWAY - DAY

      Mr. Gumb glances briefly over his shoulder, towards his
      kitchen, then turns back to Clarice with a smile.

                               MR. GUMB
                  Mrs. Lippman had a son, maybe he could
                  help you. I have his card somewhere.
                  Do you mind stepping inside, while I
                  looks for it?

                               CLARICE
                  Thanks.

      ANGLE FAVORING THE COLT PYTHON

      which rests on a counter, just inside the open kitchen doorway.
      THROUGH this doorway, we watch as Mr. Gumb, at the end of his
      front hall, slips the chain. Clarice enters, closing the door
      behind her.

                                                   CUT TO:

      EXT. FRONT YARD OF SUSPECT'S HOUSE - CALUMET CITY - DAY

      MOVING ANGLE - towards the front door, as frustrated HRT cops
      file out of the empty house, rifles slung across their shoulders.

      WE PICK OUT CRAWFORD -

      walking across the grass towards the van, when all at once he
      stops in his tracks, shaken by a sudden flash of intuition.

      CAMERA RUSHES VERY CLOSE

      on his stricken face...

                               CRAWFORD
                  Clarice.

                                                   CUT TO:

      INT. MR. GUMB'S PARLOR - DAY

      Clarice, pulling her notebook from her shoulder bag, glances
      around the musty-looking room.

                               MR. GUMB (O.S.)
                  That horrible business, I shiver
                  every time I think about it...

      Overstuffed furniture, porcelain figurines. One archway onto
      the front hall, another onto a dining alcove, and through
      there, the kitchen. Mr. Gumb is crossing to a rolling desk,
      raising the top. He bends over, begins poking through cubby
      holes. His tone is casual, neutral.

                               MR. GUMB (contd.)
                  Are they close to catching somebody,
                  so you think?

                               CLARICE
                  I think we may be, yes.

      Mr. Gumb stiffens, almost imperceptibly. His back is to her,
      as he continues opening drawers, rustling papers.

                               CLARICE (contd.)
                  Mr. Gordon, did you take over this place
                  after Mrs. Lippman died?

                               MR. GUMB
                  Yes. I bought the house from her, two
                  years ago.

                               CLARICE
                  Did she leave any records here? Tax or
                  business records? Maybe a list of
                  employees?

      CLOSE ON MR. GUMB'S BACK

      as he continues his rummaging.

                               MR. GUMB
                  No, nothing at all. Has the FBI learned
                  something? Because the police here don't
                  seem to have the first clue...

      Out of the folds of his kimono crawls a Death's-head Moth. It
      creeps slowly to the center of his back, raising its wings.

                               MR. GUMB (contd.)
                  Do you have his description yet, or
                  some fingerprints...?

      CLARICE -

      unaware, is still glancing around the room. For several agonizing
      moments, we think she won't see the moth - but then she
      turns, does see it, and her eyes freeze. A beat of pure fear.
      A tremendous struggle to keep her voice calm.

                               CLARICE
                  No... no, we don't.

      Very carefully, she drops her notebook back into her bag, lowers
      the bag to the floor. With her fingertips she brushes back the
      edge of her blazer, loosening its drape.

      MR. GUMB

      turns back towards her cheerfully, holding out a business card.

                               MR. GUMB
                  Ahhh. Here's that number.

      CLARICE

      keeps her distance. They are about ten feet apart.

                               CLARICE
                  Good, thank you. Mr. Gordon, do you
                  have a phone I can use?

      MR. GUMB

      is about to reply when the moth suddenly flies up from behind
      him, flutters past his face. He turns, looking at it. He looks
      back at Clarice, his mouth still open.

      HER EYES

      are unmoving, locked on his.

      HIS EYES

      stare back at her, widen. And they know each other.

                               MR. GUMB
                     (softly)
                  In the kitchen. I'll show you.

      CLARICE

      whips her gun out, gripping it in both shaking hands.

                               CLARICE
                  Freeze!

      MR. GUMB

      slowly tilts his head to one side, smiles at her.

      CLARICE

      tries to force more authority into her voice.

                               CLARICE
                  Okay... Okay, Mr. Gumb, you're under
                  arrest. Down on the floor, hands
                  and legs spread, move it.

      MR. GUMB

      turns, then all at once, in two quick steps, he is gone,
      disappearing into his dining alcove, then kitchen.

      CLARICE

      hesitates, just a split second, to shoot him in the back -
      and then it's too late.

                               CLARICE
                  Shit!

                                                   CUT TO:

      INT. MR. GUMB'S KITCHEN - DAY

      Clarice hurries inside, moving low, swivelling her gun.

      HER POV - MOVING -

      The kitchen is empty. To one side, a door still shuddering on
      its hinges...

      CLARICE

      rushes to this - pauses - then elbows the door aside, aiming
      her gun down -

      AN EMPTY STAIRWELL -

      brightly lit, leading to the cellar. Two doors facing the
      bottom, both open. No sign of Mr. Gumb.

      CLARICE

      hates this, hates this, which door, it's a trap, what to do:
      she is very scared, but suddenly hears -

      ANGLE OF THE STAIRWELL AGAIN -

      the distant SCREAM of Catherine Martin, somewhere down there
      in that killing maze.

      CLARICE

      rushes through the doorway, and down the stairs.

      BEHIND HER, ON THE KITCHEN COUNTER

      there's an empty space; the Colt Python is gone.

                                                   CUT TO:

      INT. MR. GUMB'S CELLAR - DAY

      MOVING ANGLE - WITH CLARICE - hurrying down the steps. More
      SCREAMS; they seem to be coming from the left door. Clarice
      goes that way, entering a brick-walled passage - pipes overhead,
      naked bulbs. The lighting, though dim, is incandescent;
      Mr. Gumb has switched off his infra-red system. Clarice comes
      to a T-shaped intersection, stops. Another SCREAM, again to
      her left, and the BARKING of a dog...

      CLARICE

      follows her gun around the corner, looking right.

      EMPTY PASSAGEWAY -

      but doors opening off it - he could be lurking behind any of
      them. She looks left... sees an opening onto some kind of
      chamber. The noises are LOUDER, coming from there.

      CLARICE

      moves cautiously towards this chamber...

                                                   CUT TO:

      INT. OUBLIETTE CHAMBER - DAY (DIMLY LIT)

      Clarice moves in, hugging the wall, gun swivelling...

      HER POV - MOVING -

      the open top of the pit... beyond it, the other two doorways,
      opening onto this room - Jesus, he could come through either one
      of them, or come up behind her... She moves to the pit, looks
      down, very briefly, sees Catherine SCREAMING, hysterical, and a
      little white dog BARKING...

      CLARICE

      kneels, staring up from one door to another, she can't cover them
      all, she's totally exposed - and what's a dog doing there?

                               CLARICE
                  FBI, Catherine, you're safe.

                               CATHERINE
                  Safe, SHIT, he's got a gun! Getmeout.
                  GETMEOUT!

                               CLARICE
                  You're all right! Where is he?

                               CATHERINE
                  GETMEOUT!

                               CLARICE
                  I'll get you out! Just be quiet so I can
                  hear. Shut that dog up.
                     (still swivelling)
                  Is there a ladder? Is there a rope?

                               CATHERINE
                  IDON'TKNOW! GETMEOUT!!

                               CLARICE
                  Catherine. Listen to me. I have to find
                  a rope. I have to leave this room, just
                  for a minute, but -

                               CATHERINE
                  NOOOOO! You fucking bitch don't you LEAVE
                  ME down here, DON'T YOU-

                               CLARICE
                  Shut UP!
                     (then, louder)
                  THE OTHER OFFICERS WILL BE HERE ANY MINUTE!
                  YOU'RE PERFECTLY SAFE NOW!

      Ignoring Catherine, whose shouts turn to sobs, she backs away,
      turns, picks one of the other doorways, moves into it quickly.

                                                   CUT TO:

      INT. NEW PASSAGEWAY - DAY (DIMLY LIT)

      CLARICE'S POV - MOVING - down this passageway, towards a new
      room... pausing at the doorway, straining to hear... no sound
      except Catherine's CRYING, not in the b.g., and Clarice's own
      RAPID BREATHING. Then she crouches - LOWER ANGLE - bursts
      forward, through the doorframe, sidestepping...

                                                   CUT TO:

      INT. WORKROOM - DAY (DIMLY LIT)

      Clarice weaves back and forth, half-crouched, gun out, back to
      the wall. Her face glistens with sweat, as she takes in...

      HER POV - MOVING NERVOUSLY -

      Mr. Gumb's sewing machine... his swivel chair... the old
      Victrola... Big moths are crashing into the light bulbs, overhead;
      they're everywhere. Suddenly, from just behind her, a CLICK 
      and a HUM, and -

      CLARICE

      spins, almost shoots, before seeing -

      A SMALL REFRIGERATOR -

      with its thermostat just switching ON.

      CLARICE

      gasps for breath, fighting for calm. She turns again, slashing
      her free hand at the moths, moving quickly on...

                                                   CUT TO:

      INT. SKINNING ROOM - DAY (DIMLY LIT)

      Clarice moves past the mannequins, all of them naked now...
      then quickly past the huge Chinese armoire, ready to shoot into
      it. Its doors yawn open; it is empty except for several padded
      hangers... She moves on, past the big sink, with its DRIPPING
      faucet... the counter, with its gleaming knives... the rows of
      chemical jars. At the end of this room is

      A CLOSED DOOR

      Clarice starts to open it, then hesitates. Looking around, she
      seizes a wooden chair, wedges it under the door know, sealing
      off this section of the cellar. With her back thus defended, she
      turns, softly retracing her steps.

                                                   CUT TO:

      INT. WORKROOM - DAY (DIMLY LIT)

      Passing again through the workroom, Clarice pauses, seeing a
      half-curtained door, to one side, that she had previously
      skirted. She crosses to the door, listens and hears no sound
      inside, takes a deep breath and reaches for the knob. She
      twists it, and, as it turns, shoves hard and follows her gun
      inside, all in one quick move...

                                                   CUT TO:

      INT. BATHROOM - DAY (BRIGHTLY LIT)

      An old-fashioned bathroom: tiled floor, sink, toilet - and a
      big, free-standing tub. An opaque shower curtain, suspended
      from an oval ring, hides whatever might be inside.

      CLARICE -

      centers her gun on the curtain, at chest height, and yanks it
      aside with her left hand. No one standing there. Something
      lower down catches her eye. She leans in, stares more closely,
      not understanding, at first, that she's seeing -

      A FEMALE HAND AND WRIST 

      sticking up from the tub, which is filled with hard red-purple
      plaster. The hand is dark and shrivelled, with pink nail polish
      and a dainty wristwatch. As -

      CLARICE
      is reacting with horror to this sight, the lights go out, to be
      replaced, a split-second later, by the eerie green glow of
      Mr. Gumb's infra-red system. Clarice cries out, turns blindly,
      reaching for the door, can't find it, free hand clawing desperately
      into what is, for her, utter darkness. SOUND of Catherine
      KEENING again, in the far distance. Clarice stumbles, goes to
      her knees, rights herself, finally clutches the door frame...

                                                   CUT TO:

      INT. MR. GUMB'S WORKROOM - DAY (GREEN LIGHT)

      Clarice emerges from the bathroom in a half-crouch, arms out,
      both hands on the gun, extended just below the level of her
      unseeing eyes. She stops, listens. In her raw-nerved darkness,
      every SOUND is unnaturally magnified - the HUM of the refrigerator
      ... the TRICKLE of water... her own terrified BREATHING,
      and Catherine's faraway, echoing SOBS... Moths smack against her
      face and arms. She eases forward, then stops again, listens...
      She eases forward again, following her gun, and creeps directly
      in front of, and then past -

      MR. GUMB

      who has flattened himself against a wall, arms spread like a
      high priest, Colt in one hand. He wears his goggles and kimono,
      and under that - draping down over his naked arms, like some
      hideous mantle - his terrifying, half-completed suit of human
      skins. This is an exquisite moment for him - a ritual of supreme
      exhaltation. He smiles at Clarice as, completely unaware, she
      moves beyond him, exposing her back. Very slowly and quietly he
      steps out behind her, taking his gun in both hands, aiming...

      CLOSE ON

      the Colt Python as - in SLOW MOTION - his thumbs cock the hammer,
      the SOUND registering as a LOUD METALLIC CLICK, and -

      CLARICE

      spins, still in SLOW MOTION, flame already leaping from her
      gun muzzle, as we see -

      THE TWO FIGURES

      almost at point-black range, guns ROARING hugely, one FLASH from
      Mr. Gumb, and onetwothreefour FLASHES from Clarice, overlapping
      his, and then, as the ECHOES crash deafeningly -

      CLOSE ON CLARICE - LOW ANGLE -

      with NORMAL SPEED RESTORED, as the side of her face hits the
      floor, and she is gasping, stunned by the noise and flames;
      there is blood on her check, and an ugly powder burn, but she
      ignores them, twisting to yank her speedloader from her jacket
      pocket, locking it blindly onto her gun's cylinder, reloading,
      right in front of her face, then rolling onto her stomach,
      aiming her gun upward again, blinking her dazzled eyes, straining
      to locate him in the darkness... Where is he, where...?
      Then, as the ECHOES finally fade, she hears something else -
      a tortured, sucking, WHISTLE from perhaps eight feet away...

      MOVING ANGLE - WITH CLARICE

      as she crawls forward, on her elbows, following her gun, until
      it bumps against Mr. Gumb's shoulder. He is lying on his back,
      chest a bloody mess. She slides her muzzle against his head,
      hard, but he doesn't move; another shot isn't needed. He stares
      upwards, through his goggles, bloody lips working. He tries
      to speak, but cannot. One hand reaches slowly upwards, the
      fingers twitching, as if to seize something, overhead... Then
      a final, ghastly groan, his hand drops, he is head. Clarice
      feels for a pulse at his neck, making sure. Then, and only
      then, does she permit herself to roll over, collapsing onto
      her back beside him.

      OVERHEAD ANGLE -

      down at the two faces - intimately close together, like lovers
      on their pillow. Then, as we PULL SLOWLY AWAY, we see that her
      staring eyes, and his dead gaze, are both locked onto -

      A DEATH'S-HEAD MOTH -

      perched on an infra-red bulb, overhead, its wings pumping slowly.
      SOUND UPCUT - wailing SIRENS, many excited VOICES, as we...

                                                   DISSOLVE TO:

      EXT. MR. GUMB'S HOUSE - DUSK

      The front porch of the tall Victorian house is bathed in a glare
      of TV lights, police and ambulance flashers. Cars and vans and
      even a firetruck choke the street; cops, reporters, EMS workers
      and curious civilians swarm around the ineffective barricades.
      The BUZZ of their voices goes even higher as

      CLARICE -

      dazed, her face bandaged - comes out of the house, walking
      protectively beside Catherine, who is wheeled on a gurney.
      They are followed out by uniformed cops, then two firemen
      with an extension ladder. Catherine, blinking in confusion,
      is still clutching the little dog, and refuses to give her up
      even as she's trundled into an ambulance. Clarice sways with
      exhaustion; everyone seems to be shouting at her at once,
      pulling her sleeve. She tries to fight free of them, desperate
      for a familiar face.

      AN OHIO HIGHWAY PATROL CAR

      pulls up, stops, and Crawford climbs out of the back seat. He
      makes his way anxiously through the press of bodies, stopping
      when he sees Clarice.

      THEY LOOK AT ONE ANOTHER

      for a long moment, Crawford choked with pride for her, with
      sorrow for her ordeal, with love, but unable to find any words.
      And then he does.

                               CRAWFORD
                  Starling... your father sees you.

      And then all at once she is sobbing, her knees giving way, but
      he is there to catch her, he is hugging her fiercely. HOLD ON
      them for a long beat.

                               DIRECTOR BURKE (V.O.)
                     (over loudspeaker)
                  Congratulations! You are now officers
                  of the Federal Bureau of Investigation...

                                                   DISSOLVE TO:

      EXT. GROUNDS OF THE FBI ACADEMY - WEEKS LATER - DAY

      The forty members of Clarice's class, resplendent in their
      best dark suits and dresses, rise, cheering themselves, then
      turn happily to wave to their audience, as APPLAUSE mounts.
      Beyond them, on a gaily tented platform, the Director stands
      behind his podium.

      CLARICE AND ARDELIA

      look at one another solemnly. Ardelia holds up both fists, in
      a power shake, and Clarice taps them with her own. She is
      radiantly beautiful in a navy dress and pearls, the thin scar
      on her cheek almost healed. Ardelia turns, waving towards the
      crowd, the Clarice's thoughts are elsewhere. She turns, searching
      among the dignitaries on the platform, till she locates

      CRAWFORD

      who smiles back at her with quiet pride, and offers a little
      salute.

      CLARICE

      grins - more happy than we've ever seen her - then turns to
      wave towards the crowd with the others.

      MOVING ANGLE

      over the admiring sea of spectators, several hundred of them,
      still rising from their folding chairs, APPLAUDING in celebration
      of these special young people, this perfect, sunlit day. SOUND
      UPCUT - rock music, laughter - as we...

                                                   DISSOLVE TO:

      INT. ACADEMY DORM - REC ROOM - THAT NIGHT

      A LOUD party is underway - food, beer, dancing - as the new
      grads celebrate ferociously. Ardelia weaves her way through the
      crowded room, reaches Clarice, who is flanked by her special
      guests - Pilcher and Roden, the two ardent scientists. Ardelia
      has to shout at Clarice over the din.

                               ARDELIA
                  Agent Starling! Telephone!

                               CLARICE
                     (surprised)
                  Agent Mapp! Thank you!

      She nods to Pilcher, leaves them. Roden, who is quite happily
      drunk, grabs the startled Ardelia around the waist.

                               RODEN
                  Hel-lo, gorgeous! Let's get down.

      Ardelia looks at Pilcher, confused.

                               PILCHER
                  Just ignore him. He's not a Ph.D.

                                                   CUT TO:

      INT. DORM HALLWAY - NIGHT

      Clarice picks up the dangling pay phone, speaks happily.

                               CLARICE
                  Starling.

                               DR. LECTER (V.O.)
                  Well, Clarice, have the lambs stopped
                  screaming...?

      She freezes, stunned by the familiar voice. Then she turns,
      waving frantically towards

      ARDELIA

      who is just inside the rec room door, at the end of the hall,
      lost in conversation with Pilcher and Roden. Ardelia glances
      at her briefly but misunderstands, waves cheerfully back.

                               DR. LECTER (contd., V.O.)
                  Don't bother with a trace, I won't be
                  on long enough.

      CLARICE

      turns back, gripping the phone more tightly.

                               CLARICE
                  Where are you, Dr. Lecter?

                                                   CUT TO:

      EXT. A CLEAR NIGHT SKY

      Very beautiful, glittering with countless stars.

                               DR. LECTER (O.S.)
                  Where I have a view, Clarice...

      MOVING DOWN

      We see a rolling lawn, a curving bay. Boats ride at anchor,
      lights shimmering...

                               DR. LECTER (contd., O.S.)
                  Orion is looking splendid tonight, and
                  Arcturus, the Herdsman, with his flock...

      DR. LECTER

      smiles into his mobile phone. He is stretched out on a lounger,
      on a tiled patio, languidly paring an orange with a penknife. His
      appearance is quite altered - a beard, glasses, lighter hair. He's
      has some cosmetic surgery, as well.

                               DR. LECTER (contd.)
                     (into phone)
                  Your lambs are still for now, Clarice,
                  but not forever... You'll have to earn
                  it again and again, this blessed silence.
                  Because it's the plight that drives you,
                  and the plight will never end.

                               CLARICE (V.O.)
                  Dr. Lecter -

                               DR. LECTER
                  I have no plans to call on you, Clarice,
                  the world being more interesting with
                  you in it. Be sure you extend me the
                  same courtesy.

                               CLARICE (V.O.)
                  You know I can't make that promise.

                               DR. LECTER
                  Goodbye, Clarice...
                     (and then, softly)
                  You looked - so very lovely today, in
                  your blue suit.

                                                   CUT TO:

      INT. DORM HALLWAY - NIGHT

      As Clarice reacts, the fill weight of his words sinking in.

                               CLARICE
                  Dr. Lecter... Dr. Lecter...!

      But only a DIAL TONE comes from the phone. She is still staring
      at her receiver, in shock, as we -

                                                   CUT BACK TO:

      EXT. THE MOONLIT PATIO

      Dr. Lecter sighs, sets his phone down, then rises. Popping an
      orange section into his mouth, he turns towards the brightly
      lit house. Stepping delicately over the sprawled body of a
      uniformed security guard, he walks in through open french doors.

                                                   CUT TO:

      INT. A BOOKLINED STUDY

      In a swivel chair, amidst the wreckage of his papers and books,
      is the writhing figure of Dr. Frederick Chilton. The extreme
      intricacy of his bindings recalls Dr. Lecter's own former
      restraints. His screams are muffled by the tape over his mouth;
      he stares at Dr. Lecter like a rabbit trapped in headlights.

      DR. LECTER

      considers him for a genial moment, then raises the little penknife.
      His eyes are twinkling.

                               DR. LECTER
                  Well, Dr. Chilton. Shall we begin?

                                                   FADE OUT:

                               

                               THE END