
                            Quentin Tarantino's

                               RESERVOIR DOGS

                              October 22, 1990

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

           This movie is dedicated to these following sources of

                                inspiration:

                               TIMOTHY CAREY

                                ROGER CORMAN

                                ANDRE DeTOTH

                               CHOW YUEN FAT

                              JEAN LUC GODDARD

                            JEAN PIERRE MELVILLE

                              LAWRENCE TIERNEY

                                LIONEL WHITE

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

1 INT. UNCLE BOB'S PANCAKE HOUSE - MORNING

     Eight men dressed in BLACK SUITS, sit around a table at a
     breakfast cafe. They are MR. WHITE, MR. PINK, MR. BLUE,
     MR. BLONDE, MR. ORANGE, MR. BROWN, NICE GUY EDDIE CABOT,
     and the big boss, JOE CABOT. Most are finished eating and
     are enjoying coffee and conversation. Joe flips through a
     small address book. Mr. Pink is telling a long and
     involved story about Madonna.

                                 MR. PINK
                       "Like a Virgin" is all about a
                       girl who digs a guy with a big
                         dick. The whole song is a
                          metaphor for big dicks.

                                  MR. BLUE
                       No it's not. It's about a girl
                      who is very vulnerable and she's
                       been fucked over a few times.
                       Then she meets some guy who's
                             really sensitive--

                                  MR. PINK
                     --Whoa...whoa...time out Greenbay.
                         Tell that bullshit to the
                                 tourists.

                                    JOE
                            (looking through his
                               address book)
                        Toby...who the fuck is Toby?
                       Toby...Toby...think...think...
                                  think...

                                  MR. PINK
                       It's not about a nice girl who
                         meets a sensitive boy. Now
                     granted that's what "True Blue" is
                       about, no argument about that.

                                 MR. ORANGE
                         Which one is "True Blue?"

                               NICE GUY EDDIE
                      You don't remember "True Blue?"
                         That was a big ass hit for
                        Madonna. Shit, I don't even
                     follow this Tops In Pops shit, and
                        I've at least heard of "True
                                   Blue."

                                 MR. ORANGE
                       Look, asshole, I didn't say I
                       ain't heard of it. All I asked
                       was how does it go? Excuse me
                     for not being the world's biggest
                                Madonna fan.

                                 MR. BROWN
                              I hate Madonna.

                                  MR. BLUE
                     I like her early stuff. You know,
                      "Lucky Star," "Borderline" - but
                     once she got into her "Papa Don't
                       Preach" phase, I don't know, I
                                 tuned out.

                                  MR. PINK
                          Hey, fuck all that, I'm
                     making a point here. You're gonna
                           make me lose my train
                                of thought.

                                    JOE
                     Oh fuck, Toby's that little china
                                   girl.

                                 MR. WHITE
                                What's that?

                                    JOE
                     I found this old address book in a
                      jacket I ain't worn in a coon's
                       age. Toby what? What the fuck
                             was her last name?

                                  MR. PINK
                                Where was I?

                                 MR. ORANGE
                      You said "True Blue" was about a
                      nice girl who finds a sensitive
                      fella. But "Like a Virgin" was a
                          metaphor for big dicks.

                                  MR. PINK
                        Let me tell ya what "Like a
                      Virgin"'s about. It's about some
                         cooze who's a regular fuck
                                  machine.
                     I mean all the time, morning, day,
                       night, afternoon, dick, dick,
                             dick, dick, dick,
                       dick, dick, dick, dick, dick,
                                   dick.

                                  MR. BLUE
                          How many dicks was that?

                                 MR. WHITE
                                   A lot.

                                  MR. PINK
                       Then one day she meets a John
                       Holmes motherfucker, and it's
                        like, whoa baby. This mother
                      fucker's like Charles Bronson in
                      "The Great Escape." He's diggin
                       tunnels. Now she's gettin this
                     serious dick action, she's feelin
                       something she ain't felt since
                               forever. Pain.

                                    JOE
                            Chew? Toby Chew? No.

                                  MR. PINK
                         It hurts. It hurts her. It
                      shouldn't hurt. Her pussy should
                       be Bubble-Yum by now. But when
                      this cat fucks her, it hurts. It
                       hurts like the first time. The
                      pain is reminding a fuck machine
                      what is was like to be a virgin.
                          Hence, "Like a Virgin."

     The fellas crack up.

                                    JOE
                                   Wong?

                                  MR. PINK
                      Fuck you, wrong. I'm right! What
                       the fuck do you know about it
                     anyway? You're still listening to
                            Jerry-fucking-Vale.

                                    JOE
                       Not wrong, dumb ass, Wong! You
                        know, like the Chinese name?

     Mr. White snatches the address book from Joe's hand. They
     fight, but they're not really mad at each other.

                                 MR. WHITE
                        Give me this fucking thing.

                                    JOE
                     What the fuck do you think you're
                        doin? Give me my book back!

                                 MR. WHITE
                     I'm sick of fuckin hearin it Joe,
                      I'll give it back when we leave.

                                    JOE
                     Whaddaya mean, give it to me when
                        we leave, give it back now.

                                 MR. WHITE
                     For the past fifteen minutes now,
                      you've just been droning on with
                       names. "Toby...Toby...Toby...
                        Toby Wong...Toby Wong...Toby
                      Chung...fuckin Charlie Chan." I
                      got Madonna's big dick outta my
                      right ear, and Toby Jap I-don't-
                         know-what, outta my left.

                                    JOE
                             What do you care?

                                 MR. WHITE
                      When you're annoying as hell, I
                                care a lot.

                                    JOE
                              Give me my book.

                                 MR. WHITE
                           You gonna put it away?

                                    JOE
                      I'm gonna do whatever I wanna do
                                  with it.

                                 MR. WHITE
                      Well, then, I'm afraid I'm gonna
                              have to keep it.

                                 MR. BLONDE
                     Joe, you want me to shoot him for
                                    you?

                                 MR. WHITE
                     Shit, you shoot me in a dream, you
                       better wake up and apologize.

                               NICE GUY EDDIE
                     Have you guys been listening to K-
                        BILLY's super sounds of the
                             seventies weekend?

                                  MR. PINK
                     Yeah, it's fuckin great isn't it?

                               NICE GUY EDDIE
                       Can you believe the songs they
                                been playin?

                                  MR. PINK
                        No, I can't. You know what I
                     heard the other day? "Heartbeat -
                       It's Lovebeat," by little Tony
                     DeFranco and the DeFranco Family.
                      I haven't heard that since I was
                           in fifth fuckin grade.

                               NICE GUY EDDIE
                     When I was coming down here, I was
                       playin it. And "The Night the
                      Lights Went Out in Georgia" came
                      on. Now I ain't heard that song
                     since it was big, but when it was
                         big, I heard it a million-
                      trillion times. I'm listening to
                     it this morning, and this was the
                      first time I ever realized that
                     the lady singing the song, was the
                            one who killed Andy.

                                  MR. BLUE
                       You didn't know Vicki Lawrence
                              killed the guy?

                               NICE GUY EDDIE
                      I thought the cheatin wife shot
                                   Andy.

                                 MR. BLONDE
                          They say it in the song.

                               NICE GUY EDDIE
                     I know, I heard it. I musta zoned
                       out whenever that part came on
                      before. I thought when she said
                     that little sister stuff, she was
                      talkin about her sister- in-law,
                             the cheatin wife.

                                    JOE
                       No, she did it. She killed the
                             cheatin wife, too.

                                  MR. PINK
                       You know the part in "Gypsies,
                     Tramps and Theives," when she says
                     "Poppa woulda shot his if he knew
                       what he'd done?" I could never
                          figure out what he did.

     The table laughs. The WAITRESS comes over to the table.
     She has the check, and a pot of coffee.

                                  WAITRESS
                           Can I get anybody more
                                  coffee.

                                    JOE
                       No, we're gonna be hittin it.
                        I'll take care of the check.

     She hands the bill to him.

                                  WAITRESS
                       Here ya go. Please pay at the
                      register, if you wouldn't mind.

                                    JOE
                                Sure thing.

                                  WAITRESS
                       You guys have a wonderful day.

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

                                    JOE
                      I'll take care of this, you guys
                               leave the tip.
                               (to Mr. White)
                      And when I come back, I want my
                                 book back.

                                 MR. WHITE
                          Sorry, it's my book now.

                                    JOE
                     Blonde, shoot this piece of shit,
                                  will ya?

     Mr. Blonde shoots Mr. White with his finger. Mr White
     acts shot. Joe exits.

                               NICE GUY EDDIE
                     Okay, everybody cough up green for
                              the little lady.

     Everybody whips out a buck, and throws it on the table.
     Everybody, that is, except Mr. White.

                               NICE GUY EDDIE
                          C'mon, throw in a buck.

                                 MR. WHITE
                            Uh-uh. I don't tip.

                               NICE GUY EDDIE
                        Whaddaya mean you don't tip?

                                 MR. WHITE
                           I don't believe in it.

                               NICE GUY EDDIE
                       You don't believe in tipping?

                                  MR. PINK
                                 (laughing)
                      I love this kid, he's a madman,
                                 this guy.

                                 MR. BLONDE
                      Do you have any idea what these
                        ladies make? They make shit.

                                 MR. WHITE
                       Don't give me that. She don't
                      make enough money, she can quit.

     Everybody laughs.

                               NICE GUY EDDIE
                     I don't even know a Jew who'd have
                      the balls to say that. So let's
                     get this straight. You never ever
                                    tip?

                                 MR. WHITE
                     I don't tip because society says I
                         gotta. I tip when somebody
                       deserves a tip. When somebody
                     really puts forth an effort, they
                     deserve a little something extra.
                      But this tipping automatically,
                     that shit's for the birds. As far
                       as I'm concerned, they're just
                              doin their job.

                                  MR. BLUE
                             Our girl was nice.

                                 MR. WHITE
                      Our girl was okay. She didn't do
                             anything special.

                                 MR. BLONDE
                     What's something special, take ya
                     in the kitchen and suck your dick?

     They all laugh.

                               NICE GUY EDDIE
                       I'd go over twelve percent for
                                   that.

                                 MR. WRITE
                     Look, I ordered coffee. Now we've
                     been here a long fuckin time, and
                       she's only filled my cup three
                       times. When I order coffee, I
                         want it filled six times.

                                 MR. BLONDE
                          What if she's too busy?

                                 MR. WHITE
                     The words "too busy" shouldn't be
                        in a waitress's vocabulary.

                               NICE GUY EDDIE
                     Excuse me, Mr. White, but the last
                      thing you need is another cup of
                                  coffee.

     They all laugh.

                                 MR. WHITE
                       These ladies aren't starvin to
                       death. They make minimum wage.
                     When I worked for minimum wage, I
                     wasn't lucky enough to have a job
                       that society deemed tipworthy.

                               NICE GUY EDDIE
                     Ahh, now we're getting down to it.
                      It's not just that he's a cheap
                                 bastard--

                                 MR. ORANGE
                             --It is that too--

                               NICE GUY EDDIE
                      --It is that too. But it's also
                     he couldn't get a waiter job. You
                     talk like a pissed off dishwasher:
                        "Fuck those cunts and their
                               fucking tips."

                                 MR. BLONDE
                       So you don't care that they're
                       counting on your tip to live?

     Mr. White rubs two of his fingers together.

                                 MR. WHITE
                       Do you know what this is? It's
                        the world's smallest violin,
                      playing just for the waitresses.

                                 MR. BLONDE
                        You don't have any idea what
                        you're talking about. These
                        people bust their ass. This
                               is a hard job.

                                 MR. WHITE
                      So's working at McDonald's, but
                       you don't feel the need to tip
                     them. They're servin ya food, you
                       should tip em. But no, society
                     says tip these guys over here, but
                     not those guys over there. That's
                                 bullshit.

                                 MR. ORANGE
                     They work harder than the kids at
                                McDonald's.

                                 MR. WHITE
                     Oh yeah, I don't see them cleaning
                                  fryers.

                                 MR. BROWN
                     These people are taxed on the tips
                       they make. When you stiff 'em,
                            you cost them money.

                                 MR. BLONDE
                       Waitressing is the number one
                     occupation for female non-college
                      graduates in this country. It's
                      the one jab basically any woman
                       can get, and make a living on.
                       The reason is because of tips.

                                 MR. WHITE
                               Fuck all that.

     They all laugh.

                                 MR. WHITE
                        Hey, I'm very sorry that the
                        government taxes their tips.
                      That's fucked up. But that ain't
                       my fault. it would appear that
                       waitresses are just one of the
                      many groups the government fucks
                       in the ass on a regular basis.
                        You show me a paper says the
                     government shouldn't do that, I'll
                      sign it. Put it to a vote, I'll
                      vote for it. But what I won't do
                        is play ball. And this non-
                      college bullshit you're telling
                       me, I got two words for that:
                      "Learn to fuckin type." Cause if
                      you're expecting me to help out
                     with the rent, you're in for a big
                              fuckin surprise.

                                 MR. ORANGE
                       He's convinced me. Give me my
                                dollar back.

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

                                    JOE
                        Okay ramblers, let's get to
                        rambling. Wait a minute, who
                              didn't throw in?

                                 MR. ORANGE
                                 Mr. White.

                                    JOE
                              (to Mr. Orange)
                                 Mr. White?
                               (to Mr. White)
                                    Why?

                                 MR. ORANGE
                               He don't tip.

                                    JOE
                              (to Mr. Orange)
                               He don't tip?
                               (to Mr. White)
                            You don't tip? Why?

                                 MR. ORANGE
                          He don't believe in it.

                                    JOE
                              (to Mr. Orange)
                          He don't believe in it?
                               (to Mr. White)
                          You don't believe in it?

                                 MR. ORANGE
                                   Nope.

                                    JOE
                              (to Mr. Orange)
                                  Shut up!
                               (to Mr. White)
                        Cough up the buck, ya cheap
                      bastard, I paid for your goddamn
                                 breakfast.

                                 MR. WHITE
                          Because you paid for the
                         breakfast, I'm gonna tip.
                            Normally I wouldn't.

                                    JOE
                        Whatever. Just throw in your
                          dollar, and let's move.
                              (to Mr. Blonde)
                      See what I'm dealing with here.
                      Infants. I'm fuckin dealin with
                                  infants.

     The eight men get up to leave. Mr. White's waist is in
     the F.G. As he buttons his coat, for a second we see he's
     carrying a gun. They exit Uncle Bob's Pancake House,
     talking amongst themselves.

2 EXT. UNCLE BOB'S PANCAKE HOUSE - DAY

     CREDIT SEQUENCE:

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

     Over the BLACK we hear the sound of SOMEONE SCREAMING in
     agony.

     Under the screaming, we hear the sound of a car HAULING
     ASS, through traffic.

     Over the screams and the traffic noise, we hear SOMEBODY
     ELSE SAY:

                             SOMEBODY ELSE (OS)
                          Just hold on buddy boy.

     Somebody stops screaming long enough to say:

                               SOMEBODY (OS)
                         I'm sorry. I can't believe
                        she killed me. Who would've
                            fuckin thought that?

     CUT TO:

3 INT. GETAWAY GAR (MOVING) - DAY

     The Somebody screaming is Mr. Orange. He lies in the
     backseat. He's been SHOT in the stomach. BLOOD covers
     both him and the backseat.

     Mr. White is the Somebody Else. He's behind the wheel of
     the getaway car. He's easily doing 80 mph, dodging in and
     out of traffic. Though he's driving for his life, he
     keeps talking to his wounded passenger in the backseat.

     They are the only two in the car.

                                 MR. WHITE
                      Hey, just cancel that shit right
                       now! You're hurt. You're hurt
                     really fucking bad, but you ain't
                                   dying.

                                 MR. ORANGE
                                  (crying)
                     All this blood is scaring the shit
                      outta me. I'm gonna die, I know
                                    it.

                                 MR. WHITE
                     Oh excuse me, I didn't realize you
                     had a degree in medicine. Are you
                        a doctor? Are you a doctor?
                        Answer me please, are you a
                                  doctor?

                                 MR. ORANGE
                                No, I'm not!

                                 MR. WRITE
                     Ahhhh, so you admit you don't know
                      what you're talking about. So if
                       you're through giving me your
                       amateur opinion, lie back and
                       listen to the news. I'm taking
                     you back to the rendezvous, Joe's
                        gonna get you a doctor, the
                       doctor's gonna fix you up, and
                     you're gonna be okay. Now say it:
                       you're gonna be okay. Say it:
                           you're gonna be okay!

     Mr. Orange doesn't respond. Mr. White starts pounding on
     the steering wheel.

                                 MR. WHITE
                       Say-the-goddamn-words: you're
                               gonna be okay!

                                 MR. ORANGE
                                 I'm okay.

                                 MR. WHITE
                                  (softly)
                                  Correct.

4 INT. WAREHOUSE - DAY

     The CAMERA does a 360 around an empty warehouse. Then the
     door swings open, and Mr. White carries the bloody body of
     Mr. Orange inside.

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

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

                                 MR. WHITE
                      Just hold on buddy boy. Hold on,
                        and wait for Joe. I can't do
                       anything for you, but when Joe
                     gets here, which should be anytime
                      now, he'll be able to help you.
                       We're just gonna sit here, and
                           wait for Joe. Who are
                              we waiting for?

                                 MR. ORANGE
                                    Joe.

                                 MR. WHITE
                         Bet your sweet ass we are.

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

                                 MR. ORANGE
                                 (yelling)
                              Don't leave me!

     Mr White bends back over him and takes his hand.

                                 MR. WHITE
                     I ain't going anywhere. I'm right
                       here. I'm not gonna leave ya.

                                 MR. ORANGE
                      Larry, I'm so scared, would you
                              please hold me.

     Mr. White very gently embraces the bloody Mr. Orange.
     Cradling the young man, Mr. White whispers to him.

                                 MR. WHITE
                                (whispering)
                       Go ahead and be scared, you've
                      been brave enough for one day. I
                        want you to just relax now.
                     You're not gonna die, you're gonna
                        be fine. When Joe gets here,
                      he'll make ya a hundred percent
                                   again.

     Mr. White lays Mr. Orange back down on the mattress. He's
     still holding his hand. Mr. Orange looks up at his
     friend.

                                 MR. ORANGE
                      Look, I don't wanna be a fly in
                     the ointment, but if help doesn't
                      come soon, I gotta see a doctor.
                     I don't give a fuck about jail, I
                           just don't wanna die.

                                 MR. WHITE
                     You're not gonna fucking die, all
                                   right?

                                 MR. ORANGE
                        I wasn't born yesterday. I'm
                          hurt, and I'm hurt bad.

                                 MR. WHITE
                              It's not good...

                                 MR. ORANGE
                       Hey, bless your heart for what
                         you're trying to do. I was
                      panicking for a moment, but I've
                        got my senses back now. The
                       situation is, I'm shot in the
                         belly. And without medical
                         attention, I'm gonna die.

                                 MR. WHITE
                       I can' take you to a hospital.

                                 MR. ORANGE
                       Fuck jail! I don't give a shit
                      about jail. But I can't die. You
                       don't have to take me in. Just
                     drive me up to the front, drop me
                      on the sidewalk. I'll take care
                        of myself. I won't tell them
                     anything. I swear to fucking god,
                      I won't tell 'em anything. Look
                     in my eyes, look right in my eyes.
                              (Mr. White does)
                        I-won't-tell-them-anything.
                              You'll be safe.

                                 MR. WHITE
                        Lie back down, and try to--

                                 MR. ORANGE
                         I'm going to die! I need a
                          doctor! I'm begging you,
                            take me to a doctor.

     Mr. Orange lays his head back on the mattress. Spent from
     his outburst, he quietly mutters to himself:

                                 MR. ORANGE
                     Take me to a doctor, take me to a
                              doctor, please.

     Suddenly, the warehouse door BURSTS open and Mr.
     Pink steps inside.

                                  MR. PINK
                     Was that a fucking set-up or what?

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

                                  MR. PINK
                        Oh fuck, Orange got tagged.

     Throughout this scene, we hear Mr. Orange moaning.

                                 MR. WHITE
                                 Gun shot.

                                  MR. PINK
                       Oh that's just fucking great!
                               Where's Brown?

                                 MR. WHITE
                                   Dead.

                                  MR. PINK
                     Goddamn, goddamn! How did he die?

                                 MR. WHITE
                       How the fuck do you think? The
                               cops shot him.

                                  MR. PINK
                      Oh this is bad, this is so bad.
                             (referring to Mr.
                                  Orange)
                                 Is it bad?

                                 MR. WHITE
                            As opposed to good?

                                  MR. PINK
                       This is so fucked up. Somebody
                            fucked us big time.

                                 MR. WHITE
                      You really think we were set up?

                                  MR. PINK
                      You even doubt it? I don't think
                      we got set up, I know we got set
                       up! I mean really, seriously,
                       where did all those cops come
                     from, huh? One minute they're not
                           there, the next minute
                      they're there. I didn't hear any
                     sirens. The alarm went off, okay.
                     Okay, when an alarm goes off, you
                       got an average of four minutes
                       response time. Unless a patrol
                      car is cruising that street, at
                      that particular moment, you got
                        four minutes before they can
                       realistically respond. In one
                      minute there were seventeen blue
                       boys out there. All loaded for
                     bear, all knowing exactly what the
                       fuck they were doing, and they
                       were all just there! Remember
                     that second wave that showed up in
                       the cars? Those were the ones
                        responding to the alarm. but
                       those other motherfuckers were
                      already there, they were waiting
                                  for us.
                                  (pause)
                      You haven't thought about this?

                                 MR. WHITE
                      I haven't had a chance to think.
                     First I was just trying to get the
                       fuck outta there. And after we
                      got away, I've just been dealin
                                 with him.

                                  MR. PINK
                      Well, you better start thinking
                      about it. Cause I, sure as fuck,
                       am thinking about it. In fact,
                      that's all I'm thinking about. I
                      came this close to just driving
                       off. Whoever set us up, knows
                      about this place. There could've
                     been cops sitting here waiting for
                        me. For all we know, there's
                      cops, driving fast, on their way
                                 here now.

                                 MR. WHITE
                       Let's go in the other room...

     The camera creeps along a wall, coming to a corner. We
     move past it, and see down a hall.

5 INT. BATHROOM HALLWAY - DAY

     At the end of the hall is a bathroom. The bathroom door
     is partially closed, restricting our view. Mr. Pink is
     obscured, but Mr. White is in view.

                               MR. PINK (OS)
                      What the fuck am I doing here? I
                      felt funny about this job right
                        off. As soon as I felt it I
                      should said "No thank you", and
                        walked. But I never fucking
                       listen. Every time I ever got
                     burned buying weed, I always knew
                     the guy wasn't right. I just felt
                      it. But I wanted to believe him.
                       If he's not lyin to me, and it
                      really is Thai stick, then whoa
                      baby. But it's never Thai stick.
                      and I always said if I felt that
                      way about a job, I'd walk. And I
                       did, and I didn't, because of
                               fuckin money!

                                 MR. WHITE
                      What's done is done, I need you
                            cool. Are you cool?

                                  MR. PINK
                                 I'm cool.

                                 MR. WHITE
                      Splash some water on your face.
                              Take a breather.

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

                                 MR. WHITE
                        I'm gonna get me my smokes.

     Mr White opens the bathroom door, walks down the hall, and
     OUT OF FRAME. We see Mr. Pink, his back turned towards
     us, bent over the sink. Then he grabs a towels, and dries
     his face. Mr White ENTERS FRAME with a pack of
     Chesterfields in his hand.

                                 MR. WHITE
                               Want a smoke?

                                  MR. PINK
                                  Why not?

     The two men light up.

                                 MR. WHITE
                        Okay, let's go through what
                       happened. We're in the place,
                     everything's going fine. Then the
                     alarm gets tripped. I turn around
                      and all these cops are outside.
                     You're right, it was like, bam! I
                      blink my eyes are they're there.
                      Everybody starts going apeshit.
                     Then Mr. Blonde starts shootin all
                                   the--

                                  MR. PINK
                           --That's not correct.

                                 MR. WHITE
                           What's wrong with it?

                                  MR. PINK
                     The cops didn't show up after the
                      alarm went off. They didn't show
                       till after Mr. Blonde started
                             shooting everyone.

                                 MR. WHITE
                      As soon as I heard the alarm, I
                               saw the cops.

                                  MR. PINK
                       I'm telling ya, it wasn't that
                        soon. They didn't let their
                     presence be known until after Mr.
                       Blonde went off. I'm not sayin
                     they weren't there, I'm sayin they
                      were there. But they didn't move
                        in till Mr. Blonde became a
                     madman. That's how I know we were
                         set up. You can see that,
                           can't you, Mr. White?

                                 MR. WHITE
                      Look, enough of this "Mr White"
                                   shit--

                                  MR. PINK
                     --Don't tell me your name, I don't
                        want to know! I sure as hell
                            ain't gonna tell ya
                                   mine.

                                 MR. WHITE
                         You're right, this is bad.
                                  (pause)
                            How did you get out?

                                  MR. PINK
                       Shot my way out. Everybody was
                     shooting, so I just blasted my way
                                outta there.

     CUT TO:

6 EXT. CROWDED CITY STREET - DAY

     Mr. Pink is hauling ass down a busy city sidewalk. He has
     a canvas bag with a shoulder strap in one hand, and a .357
     MAGNUM in the other. If any BYSTANDERS get in his way, he
     just knocks them down. We DOLLY at the same speed, right
     along side of him.

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

     We DOLLY with a young woman on roller skates. ROLLERGIRL
     is plugged into a walkman. We hear the song she's
     listening to LOUD over the SOUNDTRACK. She's twirling and
     skating backwards to the beat of the song.

     Rollergirl turns a corner and COLLIDES with Mr. Pink. The
     man and woman CRASH to the ground.

     Mr. Pink rolls into the street, in front of a moving car
     that SCREECHES to a stop, narrowly avoiding running over
     him.

7 INT. CAR (STOPPED) - DAY

     The CAMERA is in the backseat. A SHOCKED WOMAN is the
     car's driver. Mr. Pink pulls himself up from the hood,
     shakes it off, and points his magnum at the driver.

                                  MR. PINK
                      Get outta the car! Get the fuck
                               outta the car!

     The Shocked Woman starts screaming.

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

                                  MR. PINK
                           Open the fucking door!

     EXTREME C.U. DRIVER'S SIDE WINDOW

     Mr. Pink SMASHES it in our face.

8 EXT. STREET - DAY

     DOLLY with Cops coming up fast.

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

     The Cops reach the corner, guns aimed.

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

     Everybody HITS the ground, or scatters.

     Mr. Pink HOPS in the car.

     Cops FIRE.

9 INT. CAR (MOVING) - DAY

     CAMERA in the backseat, Mr. Pink FLOORS it. SPEEDING down
     the street, with the Cops FIRING after him.

     BACK TO:

10 INT. BATHROOM - DAY

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

                                  MR. PINK
                      Tagged a couple of cops. Did you
                               kill anybody?

                                 MR. WHITE
                                A few cops.

                                  MR. PINK
                              No real people?

                                 MR. WHITE
                             Uh-uh, just cops.

                                  MR. PINK
                       Could you believe Mr. Blonde?

                                 MR. WHITE
                      That was one of the most insane
                       fucking things I've ever seen.
                        Why the fuck would Joe hire
                            somebody like that?

                                  MR. PINK
                      I don't wanna kill anybody. But
                     if I gotta get out that door, and
                     you're standing in my way, one way
                     of the other, you're gettin outta
                                  my way.

                                 MR. WHITE
                       That's the way I look at it. A
                     choice between doin ten years, and
                           takin out some stupid
                      motherfucker, ain't no choice at
                         all. But I ain't no madman
                       either. What the fuck was Joe
                       thinkin? You can't work with a
                        guy like that. That mother-
                       fucker's unstable. What do you
                      think? Do you think he panicked,
                       or ya think he's just trigger-
                                   happy?

                                  MR. PINK
                     I think he's a sick fuckin maniac!
                        We're awful goddamn lucky he
                            didn't tag us, when
                     he shot up the place. I came this
                              fucking close--
                            (hold up two fingers
                              and makes a tiny
                            space between them)
                      --to taking his ass out myself.
                     Everybody panics. When things get
                          tense, everybody panics.
                     Everybody. I don't care what your
                      name is, you can't help it. It's
                     human nature. But ya panic on the
                                  inside.
                       Ya panic in your head. Ya give
                       yourself a couple a seconds of
                       panic, then you get a grip and
                     deal with the situation. What you
                      don't do, is shoot up the place
                            and kill everybody.

                                 MR. WHITE
                     What you're supposed to do is act
                       like a fuckin professional. A
                     psychopath is not a professional.
                     You can't work with a psychopath,
                      'cause ya don't know what those
                      sick assholes are gonna do next.
                      I mean, Jesus Christ, how old do
                       you think that black girl was?
                         Twenty, maybe twenty-one?

                                  MR. PINK
                        Did ya see what happened to
                               anybody else?

                                 MR. WHITE
                      Me and Mr. Orange jumped in the
                       car and Mr. Brown floored it.
                     After that, I don't know what went
                                   down.

                                  MR. PINK
                     At that point it became every man
                     for himself. As far as Mr. Blonde
                     or Mr. Blue are concerned, I ain't
                           got the foggiest. Once
                      I got out, I never looked back.

                                 MR. WHITE
                             What do you think?

                                  MR. PINK
                     What do I think? I think the cops
                        caught them, or killed 'em.

                                 MR. WHITE
                       Not even a chance they punched
                         through? You found a hole.

                                  MR. PINK
                        Yeah, and that was a fucking
                        miracle. But if they did get
                       away, where the fuck are they?

                                 MR. WHITE
                     You don't think it's possible, one
                     of them got ahold of the diamonds
                               and pulled a--

                                  MR. PINK
                                   Nope.

                                 MR. WHITE
                          How can you be so sure?

                                  MR. PINK
                            I got the diamonds.

                                 MR. WHITE
                                   Where?

                                  MR. PINK
                           I got 'em, all right?

                                 MR. WHITE
                      Where? Are they out in the car?

                                  MR. PINK
                     No, they're not in the car. No, I
                      don't have them on me. Ya wanna
                      go with me and get 'em? Yes, we
                        can go right now. But first
                      listen to what I'm telling you.
                      We were fuckin set up! Somebody
                       is in league with the cops. We
                     got a Judas in our midst. And I'm
                     thinkin we should have our fuckin
                     heads examined for waiting around
                                   here.

                                 MR. WHITE
                      That was the plan, we meet here.

                                  MR. PINK
                       Then where is everybody? I say
                     the plan became null and void once
                      we found out we got a rat in the
                     house. We ain't got the slightest
                      fuckin idea what happened to Mr.
                       Blonde or Mr. Blue. They could
                                both be dead
                         or arrested. They could be
                      sweatin 'em, down at the station
                      house right now. Yeah they don't
                     know the names, but they can sing
                             about this place.
                      I mean, that could be happening
                      right now. As we speak, the cops
                       could be in their cars, drivin
                             here this minute.

                                 MR. WHITE
                     I swear to god I'm fuckin jinxed.

                                  MR. PINK
                                   What?

                                 MR. WHITE
                      Two jobs back, it was a four man
                     job, we discovered one of the team
                           was an undercover cop.

                                  MR. PINK
                                  No shit?

                                 MR. WHITE
                     Thank god, we discovered in time.
                      We hadda forget the whole fuckin
                      thing. Just walked away from it.

                                  MR. PINK
                      So who's the rat this time? Mr.
                        Blue? Mr. Blonde? Joe? It's
                       Joe's show, he set this whole
                      thing up. Maybe he set it up to
                                 set it up.

                                 MR. WHITE
                       I don't buy it. Me and Joe go
                      back a long time. I can tell ya
                     straight up, Joe definitely didn't
                       have anything to do with this
                                 bullshit.

                                  MR. PINK
                       Oh, you and Joe go back a long
                      time. I known Joe since I was a
                     kid. But me saying Joe definitely
                          couldn't have done it is
                          ridiculous. I can say I
                      definitely didn't do it, cause I
                     know what I did or didn't do. But
                     I can't definitely say that about
                        anybody else, 'cause I don't
                      definitely know. For all I know,
                              you're the rat.

                                 MR. WHITE
                      For all I know, you're the rat.

                                  MR. PINK
                      Now you're using your head. For
                         all we know, he's the rat.

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

                                 MR. WHITE
                               Jesus Christ!

11 INT. WAREHOUSE - DAY

     They run over to Mr. Orange, who's unconscious. The
     CAMERA hovers over the action. Mr. Pink reaches him
     first.

                                  MR. PINK
                                Is he dead?

     Mr. White pushes him out of the way. He feels the pulse
     on Mr. Orange's neck.

                                  MR. PINK
                          So, is he dead or what?

                                 MR. WHITE
                               He ain't dead.

                                  MR. PINK
                               So what is it?

                                 MR. WHITE
                       I think he's just passed out.

                                  MR. PINK
                      He scared the fuckin shit outta
                       me. I thought he was dead fer
                                   sure.

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

                                 MR. WHITE
                      He will be dead fer sure, if we
                        don't get him to a hospital.

                                  MR. PINK
                      We can't take him to a hospital.

                                 MR. WHITE
                      Without medical attention, this
                     man won't live through the night.
                       That bullet in his belly is my
                      fault. Now while that might not
                     mean jack shit to you, it means a
                       helluva lot to me. And I'm not
                      gonna just sit around and watch
                                  him die.

                                  MR. PINK
                     Well, first things first, staying
                      here's goofy. We gotta book up.

                                 MR. WHITE
                     So what do you suggest, we go to a
                     hotel? We got a guy who's shot in
                        the belly, he can't walk, he
                     bleeds like a stuck pig, and when
                      he's awake, he screams in pain.

                                  MR. PINK
                        You gotta idea, spit it out.

                                 MR. WHITE
                     Joe could help him. If we can get
                      in touch with Joe, Joe could get
                      him to a doctor, Joe could get a
                        doctor to come and see him.

     During Mr. Pink's dialog, we slowly ZOOM in to a
     C.U. of Mr. White.

                               MR. PINK (OS)
                     Assuming we can trust Joe, how we
                     gonna get in touch with him? He's
                     supposed to be here, but he ain't,
                      which is making me nervous about
                         being here. Even if Joe is
                      on the up and up, he's probably
                      not gonna be that happy with us.
                      Joe planned a robbery, but he's
                     got a blood bath on his hands now.
                       Dead cops, dead robbers, dead
                      civilians...Jesus Christ! I tend
                     to doubt he's gonna have a lot of
                     sympathy for our plight. If I was
                        him, I'd try and put as much
                     distance between me and this mess
                            an humanly possible.

                                 MR. WHITE
                      Before you got here, Mr. Orange
                       was askin me to take him to a
                         hospital. Now I don't like
                     turning him over to the cops, but
                     if we don't, he's dead. He begged
                      me to do it. I told him to hold
                           off till Joe got here.

                               MR. PINK (OS)
                     Well Joe ain't gettin here. We're
                      on our own. Now, I don't know a
                     goddamn body who can help him, so
                      if you know somebody, call 'em.

                                 MR. WHITE
                           I don't know anybody.

                               MR. PINK (OS)
                      Well, I guess we drop him off at
                     the hospital. Since he don't know
                      nothin about us, I say it's his
                                 decision.

     MR. WHITE'S POV:

     C.U. OF MR. PINK.

                               MR. WHITE (OS)
                     Well, he knows a little about me.

                                  MR. PINK
                     You didn't tell him your name, did
                                    ya?

                               MR. WHITE (OS)
                       I told him my first name, and
                              where I'm from.

     There is a long silence and a blank look from Mr. Pink,
     then he SCREAMS:

                                  MR. PINK
                                    Why!

                               MR. WHITE (OS)
                     I told him where I was from a few
                       days ago. It was just a casual
                               conversation.

                                  MR. PINK
                     And what was tellin him your name
                       when you weren't supposed to?

                               MR. WHITE (OS)
                                 He asked.

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

                               MR. WHITE (OS)
                      We had just gotten away from the
                       cops. He just got shot. It was
                     my fuckin fault he got shot. He's
                        a fuckin bloody mess - he's
                        screaming. I swear to god, I
                       thought we was gonna die right
                        then and there. I'm tryin to
                      comfort him, telling him not to
                       worry, he's gonna be okay, I'm
                       gonna take care of him. And he
                        asked me what my name was. I
                     mean, the man was dyin in my arms.
                      What the fuck was I supposed to
                     tell him, "Sorry, I can't give out
                     that information, it's against the
                          rules. I don't trust you
                      enough."? Maybe I shoulda, but I
                                 couldn't.

                                  MR. PINK
                       Oh, I don't doubt is was quite
                                beautiful--

                               MR. WHITE (OS)
                         Don't fuckin patronize me.

                                  MR. PINK
                     One question: Do they have a sheet
                     on you, where you told him you're
                                   from?

                               MR. WHITE (OS)
                                 Of course.

                                  MR. PINK
                     Well that's that, then. I mean, I
                         was worried about mug shot
                     possibilities already. But now he
                     knows: (a) what you look like, (b)
                          what your first name is,
                     (i) where you're from and (d) what
                             your specialty is.
                     They ain't gonna hafta show him a
                     helluva lot of pictures for him to
                       pick you out. That's it right,
                     you didn't tell him anything else
                         that could narrow down the
                                 selection?

                               MR. WHITE (OS)
                       If I have to tell you again to
                      back off, me an you are gonna go
                              round and round.

     Mr. Pink walks out of the C.U. and turns his back on Mr.
     White. Mr. White's POV PANS over to him.

                                  MR. PINK
                     We ain't taking him to a hospital.

                               MR. WHITE (OS)
                          If we don't, he'll die.

                                  MR. PINK
                      And I'm very sad about that. But
                      some fellas are lucky, and some
                                   ain't.

                               MR. WHITE (OS)
                            That fuckin did it!

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

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

     END OF POV

     Mr. White and Mr. Pink have a very ungraceful and
     realistic fight. They go at each other like a couple of
     alley cats.

     As Mr. White SWINGS and PUNCHES, he SCREAMS:

                                 MR. WHITE

                          You little motherfucker!

     Mr. Pink YELLS as he HITS:

                                  MR. PINK
                     Ya wanna fuck with me?! You wanna
                      fuck with me?! I'll show you who
                            you're fuckin with!

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

     Mr. White gets Mr. Pink in a HEADLOCK.

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

     Mr. White sees this, immediately lets go of Mr. Pink,
     and goes for his own weapon.

     The two men are on the floor, on their knees, with their
     guns outstretched, aiming at one another.

                                 MR. WHITE
                       You wanna shoot me, you little
                        piece of shit? Take a shot!

                                  MR. PINK
                      Fuck you, White! I didn't create
                      this situation, I'm just dealin
                       with it. You're acting like a
                        first-year fuckin thief. I'm
                      actin like a professional. They
                      get him, they can get you, they
                      get you, they get closer to me,
                      and that can't happen. And you,
                      you motherfucker, are looking at
                      me like it's my fault. I didn't
                      tell him my name. I didn't tell
                       him where I was from. I didn't
                      tell him what I knew better than
                         to tell him. Fuck, fifteen
                      minutes ago, you almost told me
                      your name. You, buddy, are stuck
                     in a situation you created. So if
                         you wanna throw bad looks
                     somewhere, throw 'em at a mirror.

     Mr. Pink lowers his gun and walks towards White.

                                  MR. PINK
                      So if you wanna shoot somebody,
                       put that gun in your mouth and
                              shoot yourself.

     Then from OFF SCREEN we hear:

                                 VOICE (OS)
                       You kids don't play so rough.
                       Somebody's gonna start crying.

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

     The Voice belongs to the infamous Mr. Blonde.

     Mr. Blonde sits on a counter, drinking a fast food coke
     and eating a hot dog.

                                  MR. PINK
                      Mr. Blonde! You okay? We thought
                      you might've gotten caught. What
                                 happened?

     Mr. Blonde doesn't answer, he just hops off the counter
     and starts walking around the warehouse, checking the
     place out.

     He doesn't look at either Mr. Pink or Mr. White, he
     just eats his hot dog and sips his coke.

     This is making Pink and White nervous as hell. But Mr.
     Pink tries to talk through it.

     We HANDHOLD follow Mr. Blonde around the warehouse.

                                  MR. PINK
                       Really, how did you get away?

     Mr. Blonde walks the loft. Silent.

                                  MR. PINK
                        You saw what happened to me,
                         I found a hole and booked.

     Silence.

                                  MR. PINK
                             Where's Mr. Blue?

     Blonde looks in the bathroom.

                                  MR. PINK
                       We were hopin you two would be
                                 together.

     Blonde looks out the window.

                                  MR. PINK
                     That was the big question we had,
                            what happened to Mr.
                               Blue and you?

     Blonde walks away from the window.

                                  MR. PINK
                      We were worried the cops got ya.

     Blonde bends down over Mr. Orange.

                                  MR. PINK
                        He got it in the belly. He's
                       still alive, but won't be for
                                   long.

                                 MR. WHITE
                      Enough! You better start talkin
                     to us, asshole, cause we got shit
                        we need to talk about. We're
                      already freaked out, we need you
                     actin freaky like we need a fuckin
                              bag on our hip.

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

                                 MR. BLONDE
                                 So, talk.

                                 MR. WHITE
                        We think we got a rat in the
                                   house.

                                  MR. PINK
                      I guarantee we got a rat in the
                                   house.

                                 MR. BLONDE
                       What would ever make you think
                                   that?

                                 MR. WHITE
                       Is that supposed to be funny?

                                  MR. PINK
                     We don't think this place is safe.

                                 MR. WHITE
                        This place just ain't secure
                      anymore. We're leaving, and you
                             should go with us.

                                 MR. BLONDE
                          Nobody's going anywhere.

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

     After a few beats the silence is broken.

                                 MR. WHITE
                               (to Mr. Pink)
                       Piss on this turd, we're outta
                                   here.

     Mr. White turns to leave.

                                 MR. BLONDE
                        Don't take another step, Mr.
                                   White.

     Mr. White explodes, raising his gun and charging towards
     Mr. Blonde.

                                 MR. WHITE
                        Fuck you, maniac! It's your
                       fuckin fault we're in so much
                                  trouble.

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

                                 MR. BLONDE
                             (referring to Mr.
                                   White)
                         What's this guy's problem?

                                 MR. WHITE
                      What's my problem? Yeah, I gotta
                     problem. I gotta big problem with
                        any trigger-happy madman who
                            almost gets me shot!

                                 MR. BLONDE
                         What're you talkin about?

                                 MR. WHITE
                     That fuckin shooting spree in the
                                   store.

                                 MR. BLONDE
                     Fuck 'em, they set off the alarm,
                        they deserve what they got.

                                 MR. WHITE
                     You almost killed me, asshole! If
                      I had any idea what type of guy
                     you were, I never would've agreed
                             to work with you.

                                 MR. BLONDE
                       You gonna back all day, little
                       doggie, or are you gonna bite?

                                 MR. WHITE
                        What was that? I'm sorry, I
                     didn't catch it. Would you repeat
                                    it?

                                 MR. BLONDE
                                  (slowly)
                      I said: "Are you gonna bark all
                     day, dog, or are you gonna bite."

                                  MR. PINK
                     Both of you two assholes knock it
                        the fuck off and calm down!

                                 MR. WHITE
                              (to Mr. Blonde)
                         So you wanna git bit, huh?

                                  MR. PINK
                      Cut the bullshit, we ain't on a
                             fuckin playground!
                                  (pause)
                     I don't believe this shit, both of
                      you got ten years on me, and I'm
                         the only one actin like a
                     professional. You guys act like a
                     bunch of fuckin niggers. You ever
                         work a job with a bunch of
                       niggers? They're just like you
                     two, always fightin, always sayin
                      they're gonna kill one another.

                                 MR. WHITE
                               (to Mr. Pink)
                           You said yourself, you
                        thought about takin him out.

                                  MR. PINK
                        Then. That time has passed.
                     Right now, Mr. Blonde is the only
                      one I completely trust. He's too
                     fuckin homicidal to be workin with
                                 the cops.

                                 MR. WHITE
                            You takin his side?

                                  MR. PINK
                       Fuck sides! What we need is a
                          little solidarity here.
                     Somebody's stickin a red hot poker
                     up our asses and we gotta find out
                     whose hand's on the handle. Now I
                        know I'm no piece of shit...
                             (referring to Mr.
                                   White)
                     And I'm pretty sure you're a good
                                   boy...
                             (referring to Mr.
                                  Blonde)
                     And I'm fuckin positive you're on
                       the level. So let's figure out
                             who's the bad guy.

     Mr. White calms down and puts his gun away.

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

                                 MR. BLONDE
                       Well, that was sure exciting.
                               (to Mr. White)
                        You're a big Lee Marvin fan,
                      aren't you? Me too. I don't know
                     about the rest of you fellas, but
                                 my heart's
                                beatin fast.
                             (pause for a beat)
                         Okay you guys, follow me.

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

     The other two men just follow him with their eyes.

                                 MR. WHITE
                             Follow you where?

                                 MR. BLONDE
                              Down to my car.

                                 MR. WHITE
                                    Why?

                                 MR. BLONDE
                              It's a surprise.

     Mr. Blonde walks out.

13 EXT. WAREHOUSE - DAY

     Three cars are parked out front. Mr. Blonde is walking
     towards the car he drove. Mr. White and Mr. Pink are
     walking behind. The Camera is HANDHELD following behind
     them.

                                  MR. PINK
                      We still gotta get out of here.

                                 MR. BLONDE
                       We're gonna sit here and wait.

                                 MR. WHITE
                            For what, the cops?

                                 MR. BLONDE
                              Nice Guy Eddie.

                                  MR. PINK
                       Nice Guy Eddie? What makes you
                     think Nice Guy's anywhere but on a
                       plane half way to Costa Rica?

                                 MR. BLONDE
                      Cause I just talked to him. He's
                     on his way down here, and nobody's
                     going anywhere till be gets here.

                                 MR. WHITE
                     You talked to Nice Guy Eddie? Why
                      the fuck didn't you say that in
                              the first place?

                                 MR. BLONDE
                              You didn't ask.

                                 MR. WHITE
                       Hardy-fuckin-har. What did he
                                    say?

                                 MR. BLONDE
                       Stay put. Okay, fellas, take a
                       look at the little surprise I
                                brought you.

     Mr. Blonde opens up the truck of his car. A handcuffed,
     uniformed POLICEMAN is curled up inside the trunk.

                                 MR. BLONDE
                     So while we're waitin for Nice Guy
                      Eddie, what say we have a little
                      fun finding out who the rat is.

     INSERT: TITLE CARD "MR. BLONDE".

14 INT. JOE CABOT'S OFFICE - DAY

     We're inside the office of Joe Cabot. Joe's on the phone,
     sitting behind his desk.

                                    JOE
                                (into phone)
                      Sid, I'm tellin you don't worry
                     about it. You had a bad couple of
                            months, it happens.
                                  (pause)
                        Sid, Sid, Sid...Stop, you're
                      embarrassing me. I don't need to
                     be told what I already know. When
                      you have bad months, you do what
                         every business man in the
                     worlds does, I don't care if he's
                     Donald Trump or Irving the tailor.
                              Ya ride it out.

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

                                    JOE
                                  Come in.

     One of Cabot's goons, TEDDY, opens the door and steps
     inside. Cabot covers the receiver with his hand and looks
     towards the man.

                                   TEDDY
                            Vic Vega's outside.

                                    JOE
                            Tell him to come in.

     Teddy leaves.

                                    JOE
                                (into phone)
                      Sid, a friend of mine's here. I
                                 gotta go.
                                  (pause)
                             Good enough, bye.

     He hangs up the phone, stands, and walks around to the
     front of the desk.

     Teddy opens the office door, and TOOTHPICK VIC VEGA walks
     in.

     Toothpick Vic Vega is none other than our very own Mr.
     Blonde. Vic is dressed in a long black leather seventies
     style jacket.

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

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

                                    JOE
                      How's freedom kid, pretty fuckin
                              good, ain't it?

                                    VIC
                               It's a change.

                                    JOE
                        Ain't that a sad truth. Remy
                                  Martin?

                                    VIC
                                   Sure.

                                    JOE
                                Take a seat.

     Joe goes over to his liquor cabinet. Vic sits in a chair
     set in front of Joe's desk.

                                    JOE
                            (while he pours the
                                   drink)
                         Who's your parole officer?

                                    VIC
                      A guy named Koons. Craig Koons.

                                    JOE
                                 How is he?

                                    VIC
                     Fuckin asshole, won't let me leave
                             the halfway house.

                                    JOE
                      Never ceases to amaze me. Fuckin
                     jungle bunny goes out there, slits
                        some old woman's throat for
                      twenty-five cents. Fuckin nigger
                         gets Doris Day as a parole
                       officer. But a good fella like
                     you gets stuck with a ball-bustin
                                   prick.

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

     Vic swallows some Remy.

                                    VIC
                     I just want you to know, Joe, how
                        much I appreciate your care
                          packages on the inside.

                                    JOE
                     What the hell did you expect me to
                         do? Just forget about you?

                                    VIC
                      I just wanted you to know, they
                                meant a lot.

                                    JOE
                      It's the least I could do Vic. I
                          wish I coulda done more.
                            (Joe flashes a side
                                grin at Vic)
                       Vic. Toothpick Vic. Tell me a
                         story? What're your plans?

                                    VIC
                      Well, what I wanna do is go back
                       to work. But I got this Koons
                       prick deep up my ass. He won't
                       let me leave the halfway house
                     till I get some piece of shit job.
                      My plans have always been to be
                          part of the team again.

     There's a KNOCK at the door.

                                    JOE
                                  Come in.

     The door opens and in walks Joe's son, Nice Guy Eddie.
     Vic turns around in his seat and sees him.

                                   EDDIE
                                  (to Vic)
                     I see ya sittin here, but I don't
                                believe it.

     Vic gets out of his seat and hugs Eddie.

                                   EDDIE
                          How ya doin, Toothpick?

                                    VIC
                                 Fine, now.

                                   EDDIE
                      I'm sorry man, I shoulda picked
                       you up personally at the pen.
                     This whole week's just been crazy.
                       I've had my head up my ass the
                                entire time.

                                    VIC
                        Funny you should mention it.
                     That's what your father and I been
                               talkin about.

                                   EDDIE
                      That I should've picked you up?

                                    VIC
                     No. That your head's been up your
                      ass. I walk through the door and
                     Joe says "Vic, you're back, thank
                      god. Finally somebody who knows
                       what the fuck he's doing. Vic,
                     Vic, Vic, Eddie, my son, is a fuck
                        up." And I say "Well, Joe, I
                        coulda told you that." "I'm
                      ruined! He's ruining me! My son,
                       I love him, but he's taking my
                     business and flushing it down the
                              fuckin toilet!"
                                  (to Joe)
                        I'm not tellin tales out of
                         school. You tell 'im Joe.
                             Tell 'im yourself.

                                    JOE
                     Eddie, I hate like hell for you to
                       hear it this way. But when Vic
                     asked me how's business, well, you
                     don't lie to a man who's just done
                     four years in the slammer for ya.

     Eddie bobs his head up and down.

                                   EDDIE
                         Oh really, is that a fact?

     Eddie JUMPS Vic and they fall to the floor.

     The two friends, laughing and cussing at each other,
     wrestle on the floor of Joe's office.

     Joe's on his feet yelling at them.

                                    JOE
                                 (yelling)
                        Okay, okay, enough, enough!
                      Playtime's over! You wanna roll
                       around on the floor, do it in
                         Eddie's office, not mine!

     The two men break it up. They are completely disheveled,
     hair a mess, shirttails out. As they get themselves
     together, they continue to taunt one another.

                                   EDDIE
                          Daddy, did ya see that?

                                    JOE
                                   What?

                                   EDDIE
                     Guy got me on the ground, tried to
                                  fuck me.

                                    VIC
                              You fuckin wish.

                                   EDDIE
                         You tried to fuck me in my
                     father's office, you sick bastard.
                      Look, Vic, whatever you wanna do
                      in the privacy of your own home,
                      go do it. But don't try to fuck
                       me. I don't think of you that
                      way. I mean, I like you a lot--

                                    VIC
                        Eddie, if I was a pirate, I
                      wouldn't throw you to the crew.

                                   EDDIE
                      No, you'd keep me for yourself.
                     Four years fuckin punks in the ass
                     made you appreciate prime rib when
                                you get it.

                                    VIC
                      I might break you, Nice Guy, but
                        I'd make you my dog's bitch.
                     You'd be suckin the dick and going
                       down on a mangy T-bone hound.

                                   EDDIE
                     Now ain't that a sad sight, daddy,
                     walks into jail a white man, walks
                       out talkin like a nigger. It's
                     all that black semen been shootin
                      up his butt. It's backed up into
                       his brain and comes out of his
                                   mouth.

                                    JOE
                       Are you two finished? We were
                       talkin about some serious shit
                      when you came in Eddie. We got a
                     big problem we're tryin to solve.
                      Now Eddie, would you like to sit
                      down and help us solve it, or do
                      you two wanna piss fart around?

     Playtime is over and Vic and Eddie know it. So they both
     take seats in front of Joe's desk.

                                    JOE
                     Now Vic was tellin me, he's got a
                              parole problem.

                                   EDDIE
                          Really? Who's your P.O.?

                                    VIC
                                Craig Koons.

                                   EDDIE
                       Koons? Oh shit, I hear he's a
                               motherfucker.

                                    VIC
                       He is a motherfucker. He won't
                       let me leave the halfway house
                     till I get some piece of shit job.

                                   EDDIE
                     You're coming back to work for us,
                                   right?

                                    VIC
                       I wanna. But I gotta show this
                        asshole I got an honest-to-
                      goodness job before he'll let me
                      move out on my own. I can't work
                     for you guys and be worried about
                       gettin back before ten o'clock
                                  curfew.

                                    JOE
                                 (to Eddie)
                      We can work this out, can't we?

                                   EDDIE
                      This isn't all that bad. We can
                     give you a lot of legitimate jobs.
                      Put you on the rotation at Long
                          Beach as a dock worker.

                                    VIC
                         I don't wanna lift crates.

                                   EDDIE
                       You don't hafta lift shit. You
                      don't really work there. But as
                     far as the records are concerned,
                      you do. I call up Matthews, the
                      foreman, tell him he's got a new
                      guy. You're on the schedule. You
                      got a timecard, it's clocked in
                     and out for you everyday, and you
                     get a pay check at the end of the
                       week. And ya know dock workers
                     don't do too bad. So you can move
                        into a halfway decent place
                      without Koons thinkin "what the
                     fuck." And if Koons ever wants to
                     make a surprise visit, you're gone
                     that day. That day we sent you to
                       Tustin. We gotta bunch of shit
                        you needed to unload there.
                     You're at the Taft airstrip pickin
                     up a bunch of shit and bringing it
                       back. Part of your jab is goin
                       different places - and we got
                         places all over the place.

                                    JOE
                                  (to Vic)
                       Didn't I tell ya not to worry?
                                 (to Eddie)
                              Vic was worried.

                                   EDDIE
                      Me and you'll drive down to Long
                       Beach tomorrow. I'll introduce
                      you to Matthews, tell him what's
                                 going on.

                                    VIC
                     That's great, guy, thanks a bunch.
                                  (pause)
                      When do you think you'll need me
                               for real work?

                                    JOE
                      Well, it's kinda a strange time
                       right now. Things are kinda--

                                   EDDIE
                      --Nuts. We got a big meeting in
                      Vegas coming up. And we're kinda
                      just gettin ready for that right
                                    now.

                                    JOE
                      Let Nice Guy set you up at Long
                       Beach. Give ya some cash, get
                     that Koons fuck off your back, and
                          we'll be talking to ya.

                                   EDDIE
                       Daddy, I got an idea. Now just
                       hear it out. I know you don't
                       like to use any of the boys on
                      these jobs, but technically, Vic
                      ain't one of the boys. He's been
                      gone for four years. He ain't on
                       no one's list. Ya know he can
                      handle himself, ya know you can
                                 trust him.

     Joe looks at Vic.

     Vic has no idea what they're talking about.

                                    JOE
                     How would you feel about pullin a
                     heist with about five other guys?

                                    VIC
                         What's the exposure like?

                                    JOE
                      Two minutes, tops. It's a tough
                        two minutes. It's a hold up,
                      daylight, during business hours,
                       dealing with a crowd. But you
                      have the fellas to deal with the
                        crowd. It's a jewelry store.
                     They're getting a big shipment of
                        South African diamonds on a
                      certain day. They're like a way
                     station. It's gonna get picked up
                     the next day and sent to Hamburg.
                      When you walk through the door,
                     you'll know right where to go for
                              the rich stones.
                      The fellas are good, me and Nice
                        Guy picked em. Nobody knows
                     anybody else. Nobody's connected.
                       I don't use connected guys for
                                 this shit.

                                    VIC
                              What's the cut?

                                    JOE
                          Juicy, man, real juicy.

     Toothpick Vic smiles.

     So does Nice Guy Eddie.

     CUT TO:

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

     Nice Guy Eddie is driving to the rendezvous talking on his
     portable car phone. The sounds of the seventies are
     coming out of his car radio in the form of "Love Goes
     Where My Rosemary Goes" by Edison Lighthouse.

                                   EDDIE
                                (into phone)
                     Hey Dov, we got a major situation
                                   here.
                                  (pause)
                       I know you know that. I gotta
                     talk with daddy and find out what
                               he wants done.

     FLASH ON

16 INT. WAREHOUSE - DAY

     The Cop is standing in the warehouse with his hands cuffed
     behind his back. Mr. White, Mr. Pink and Mr. Blonde
     surround him and proceed to beat the shit out of him.
     "Love Grows .." PLAYS over the soundtrack.

     17 BACK TO NICE GUY EDDIE

                                   EDDIE
                                (into phone)
                      All I know is what Vic told me.
                      He said the place turned into a
                     fuckin bullet festival. He took a
                      cop as hostage, just to get the
                             fuck out of there.

     FLASH ON

     18 WAREHOUSE

     The three men are stomping the cop into the ground.

     19 BACK TO EDDIE

                                   EDDIE
                                (into phone)
                      Do I sound like I'm jokin? He's
                     fuckin driving around with the cop
                               in his trunk.
                                  (pause)
                        I don't know who did that. I
                      don't know who has the loot, if
                     anybody has the loot. Who's dead,
                      who's alive, who's caught, who's
                                   not...
                        I will know, I'm practically
                      there. But what do I tell these
                             guys about daddy?
                                  (pause)
                       You sure that's what he said?
                                  (pause)
                      Okay, that's what I'll tell em.

     CUT TO:

20 EXT. WAREHOUSE - DAY

     Three cars belonging to the other guys are parked outside
     the warehouse.

     Eddie drives his car up to the warehouse. He gets out of
     the car, looks at the other cars parked outside.

                                   EDDIE
                                (to himself)
                             Fucking assholes.

     Eddie makes a beeline for the front door, BANGS it open,
     and steps inside the warehouse.

21 INT. WAREHOUSE - DAY

     The robbers have the cop tied to a chair and are still
     WAILING on him.

     Nice Guy Eddie walks in and everybody jumps.

                                   EDDIE
                        What in Sam Hill is goin on?

     Mr. Pink and Mr. White speak together.

              MR. PINK Hey, Nice Guy, we got a cop. MR. WHITE
                          You're askin what's goin
                           on? Where the fuck is
                                    Joe?

     Nice Guy sees Mr. Orange.

                                   EDDIE
                      Holy shit, this guy's all fucked
                                    up!

                                 MR. WHITE
                     No shit, he's gonna fuckin die on
                     us if we don't get him taken care
                                    of.

                                  MR. PINK
                       We were set up, the cops were
                              waiting for us.

                                   EDDIE
                        What? Nobody set anybody up.

                                  MR. PINK
                     The cops were there waitin for us!

                                   EDDIE
                                 Bullshit.

                                  MR. PINK
                       Hey, fuck you man, you weren't
                       there, we were. And I'm tellin
                     ya, the cops had that store staked
                                    out.

                                   EDDIE
                      Okay, Mr. Detective, who did it?

                                  MR. PINK
                      What the fuck d'you think we've
                           been askin each other?

                                   EDDIE
                     And what are your answers? Was it
                        me? You think I set you up?

                                  MR. PINK
                      I don't know, but somebody did.

                                   EDDIE
                     Nobody did. You assholes turn the
                       jewelry store into a wild west
                     show, and you wonder why cops show
                                    up.

                                 MR. BLONDE
                              Where's Joseph?

                                   EDDIE
                      I ain't talked to him. I talked
                      to Dov. Dov said he's comin out
                       here, and he's fucking pissed.

                                  MR. PINK
                               (to Mr. White)
                         I told ya he'd be pissed.

                                 MR. WHITE
                              (pointing to Mr.
                                  Orange)
                      What are you gonna do about him?

                                   EDDIE
                       Jesus Christ, give me a fuckin
                       chance to breathe. I got a few
                       questions of my own, ya know.

                                 MR. WHITE
                          You ain't dying, he is.

                                   EDDIE
                            I'll call somebody.

                                 MR. WHITE
                                    Who?

                                   EDDIE
                       A snake charmer, what the fuck
                      d'you think. I'll call a doctor,
                     take care of him, fix 'm right up.
                       No, where's Mr. Brown and Mr.
                                   Blue?

                                  MR. PINK
                     Brown's dead, we don't know about
                                   Blue.

                                   EDDIE
                      Nobody saw what happened to Mr.
                                   Blue?

                                 MR. BLONDE
                       Well, he's either dead or he's
                     alive or the cops got him or they
                                   don't.

     DOLLY to MEDIUM on the cop.

                                 EDDIE (OS)
                     I take it this is the bastard you
                               told me about.
                             (referring to the
                                    cop)
                      Why the hell are you beating on
                                    him?

                                  MR. PINK
                     So he'll tell us who the fuck set
                                   us up.

                                   EDDIE
                     Would you stop it with that shit!
                       You beat on this prick enough,
                        he'll tell ya he started the
                          Chicago fire. That don't
                       necessarily make it so. Okay,
                     first things fucking last, where's
                     the shit? Please tell me somebody
                             brought something
                                 with them.

                                  MR. PINK
                      I got a bag. I stashed it till I
                     could be sure this place wasn't a
                              police station.

                                   EDDIE
                       Well, let's go get it. We also
                      gotta get rid of all those cars.
                      It looks like Sam's hot car lot
                                  outside.
                              (pointing to Mr.
                                  Blonde)
                      You stay here and babysit Orange
                                and the cop.
                             (referring to Mr.
                            Pink and Mr. White)
                       You two take a car each, I'll
                       follow ya. You ditch it, I'll
                      pick you up, then we'll pick up
                         the stones. And while I'm
                      following you, I'll arrange for
                       some sort of a doctor for our
                                  friend.

                                 MR. WHITE
                       We can't leave these guys with
                                    him.

     Meaning Mr. Blonde.

                                   EDDIE
                                  Why not?

     Mr. White crosses to Mr. Blonde.

                                 MR. WHITE
                        Because this guy's a fucking
                          psycho. And if you think
                          Joe's pissed at us, that
                       ain't nothing compared to how
                     pissed off I am at him, for puttin
                        me in the same room as this
                                  bastard.

                                 MR. BLONDE
                                 (to Eddie)
                       You see what I been puttin up
                      with? As soon as I walk through
                      the door I'm hit with this shit.
                      I tell 'm what you told me about
                     us stayin put and Mr. White whips
                     out his gun, sticks it in my face,
                         and starts screaming "You
                      motherfucker, I'm gonna blow you
                          away, blah, blah, blah."

                                 MR. WHITE
                      He's the reason the place turned
                          into a shooting gallery.
                               (to Mr. Pink)
                      What are you, a silent partner?
                              Fuckin tell him.

                                  MR. PINK
                       He seems all right now, but he
                          went crazy in the store.

                                 MR. WHITE
                         This is what he was doin.

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

                                 MR. BLONDE
                     I told 'em not to touch the alarm.
                      They touched it. I blew 'em full
                       of holes. If they hadn't done
                       what I told 'em not it, they'd
                              still be alive.

                                 MR. WHITE
                     That's your excuse for going on a
                            kill crazy rampage?

                                 MR. BLONDE
                            I don't like alarms.

                                   EDDIE
                     What does it matter who stays with
                      the cop? We ain't lettin him go.
                       Not after he's seen everybody.
                     You should've never took him outta
                       your trunk in the first place.

                                  MR. PINK
                     We were trying to find out what he
                           knew about the set up.

                                   EDDIE
                         There is no fuckin set up!
                            (Eddie takes charge)
                      Look, this is the news. Blondie,
                       you stay here and take care of
                       them two. White and Pink come
                     with me, 'cuz if Joe gets here and
                        sees all those fucking cars
                     parked out front, he's going to be
                       as mad at me as he is at you.

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

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

     Mr. Blonde closes the door after them. He then slowly
     turns his head towards the cop.

                                 MR. BLONDE
                               Alone at last.

     C.U. COP'S FACE.

                              MR. BLONDE (OS)
                             Now where were we?

                                    COP
                      I told you I don't know anything
                       about any fucking set up. I've
                        only been on the force eight
                     months, nobody tells me anything!
                       I don't know anything! You can
                          torture me if you want--

                              MR. BLONDE (OS)
                       --Thanks, don't mind if I do.

                                    COP
                     Your boss even said there wasn't a
                                  set up.

                              MR. BLONDE (OS)
                      First off, I don't have a boss.
                         Are you clear about that?

     He SLAPS the cop's face.

                              MR. BLONDE (OS)
                      I asked you a question. Are you
                             clear about that?

                                    COP
                                    Yes.

                              MR. BLONDE (OS)
                     Now I'm not gonna bullshit you. I
                      don't really care about what you
                       know or don't know. I'm gonna
                     torture you for awhile regardless.
                        Not to get information, but
                     because torturing a cop amuses me.
                        There's nothing you can say,
                        there's nothing you can do.
                           Except pray for death.

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

     COP'S POV

     Mr. Blonde walks away from the cop.

                                 MR. BLONDE
                       Let's see what's on K-BILLY'S
                      "super sounds of the seventies"
                                  weekend.

     He turns on the radio.

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

     NOTE: This entire sequence is timed to the music.

     Mr. Blonde slowly walks toward the cop.

     He opens a large knife.

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

     Mr. Blonde just stares into the cop's/our face, holding
     the knife, singing along with the song.

     Then, like a cobra, he LASHES out.

     A SLASH across the face.

     The cop/camera moves around wildly.

     Mr. Blonde just stares into the cop's/our face, singing
     along with the seventies hit.

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

     The cop/camera moves around wildly.

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

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

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

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

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

     He walks back inside the warehouse...

24 INT. WAREHOUSE - DAY

     ...carrying the can of gas.

     Mr. Blonde POURS the gasoline all over the cop, who's
     BEGGING him not to do this.

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

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

                                 MR. BLONDE
                         "Clowns to the left of me,
                      Jokers to the right. Here I am,
                       stuck in the middle with you."

     He moves the match up to the cop...

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

     The HANDHELD camera WHIPS to the right and we see the
     bloody Mr. Orange FIRING his gun.

     We cut back and forth between Mr. Blonde taking BULLET
     HITS and Mr. Orange emptying his weapon.

     Mr. Blonde FALLS down dead.

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

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

                                 MR. ORANGE
                                  (feebly)
                             What's your name?

                                    COP
                                  Jeffrey.

                                 MR. ORANGE
                               Jeffrey what?

                                    COP
                              Jeffrey Andrews.

                                 MR. ORANGE
                           Listen to me, Jeffrey
                            Andrews. I'm a cop.

                                  JEFFREY
                                  I know.

                                 MR. ORANGE
                                (surprised)
                                  You do?

                                  JEFFREY
                       Your name's Freddy something.

                                 MR. ORANGE
                             Freddy Newendyke.

                                  JEFFREY
                      Frankie Ferchetti introduced us
                        once, about five months ago.

                                 MR. ORANGE
                       Shit. I don't remember that at
                                    all.

                                  JEFFREY
                                   I do.
                                  (pause)
                               How do I look?

     The gun-shot Mr. Orange looks at the kid's GASHED face and
     the hole in the side of his head where his ear used to be.

                                 MR. ORANGE
                       I don't know what to tell you
                                  Jeffrey.

     Jeffrey starts to weep.

                                  JEFFREY
                         That fucking bastard! That
                       fucking sick fucking bastard!

                                 MR. ORANGE
                      Jeffrey, I need you to hold on.
                      There's officers positioned and
                      waiting to move in a block away.

                                  JEFFREY
                                (screaming)
                       What the fuck are they waiting
                     for? That motherfucker cut off my
                        ear! He slashed my face! I'm
                                 deformed!

                                 MR. ORANGE
                       And I'm dying. They don't know
                       that. All they know is they're
                     not to make a move until Joe Cabot
                      shows up. I was sent undercover
                     to get Cabot. You heard 'em, they
                     said he's on his way. Don't pussy
                       out on me now, Jeffrey. We're
                       just gonna sit here and bleed
                                 until Joe
                        Cabot sticks his fuckin head
                             through that door.

     CUT TO:

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

25 INT. DENNY'S - NIGHT

     A tough-looking black man named HOLDAWAY, who sports a
     Malcom X beard, a green Chairman Mao cap with a red star
     on it, and a military flack jacket, digs into a Denny
     bacon, cheese and avocado burger. He sits in a booth all
     alone. He's waiting for somebody. As he waits, he
     practically empties an entire bottle of ketchup on his
     french fries, not by mistake either--that's just how he
     likes it.

     We see Mr. Orange, now known as FREDDY NEWENDYKE, wearing
     a high school letterman jacket, enter the coffee shop,
     spot Holdaway, and head his way. Holdaway sees Freddy bop
     towards him with a wide-ass alligator grin plastered
     across his face.

     CAMERA DOLLIES FAST down AISLE to MEDIUM SHOT of Holdaway.
     We fear Freddy OFF SCREEN.

                               FREDDY (O.S.)
                       Say "hello" to a motherfucker
                     who's inside. Cabot's doing a job
                      and take a big fat guess who he
                             wants on the team?

                                  HOLDAWAY
                       This better not be some Freddy
                                   joke.

     LOW ANGLE

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

                                   FREDDY
                      It ain't no joke, I'm in there.
                              I'm up his ass.

     CU ON HOLDAWAY

     Holdaway just looks at his pupil for a moment, then
     smiles.

                                  HOLDAWAY
                              Congratulations.

26 EXT. DENNY'S - NIGHT

     We see through the window of the restaurant Freddy slide
     into the booth across from Holdaway. Freddy's doing a lot
     of talking, but we can't hear what they're saying.

27 INT. DENNY'S - NIGHT

     FREEZE FRAME ON HOLDAWAY

     We are frozen on a MEDIUM CU of Holdaway listening to
     Freddy. We HEAR RESTAURANT NOISE and Freddy OFF SCREEN.

                               FREDDY (O.S.)
                     Nice Guy Eddie tells me Joe wants
                     to meet me. He says I should just
                     hang around my apartment and wait
                        for a phone call. Well after
                     waiting three goddamn days by the
                       fuckin phone, he calls me last
                      night and says Joe's ready, and
                        he'll pick me up in fifteen
                                  minutes.

     The freeze frame ENDS. Holdaway comes suddenly up to
     speed and says:

                                  HOLDAWAY
                           Woo all picked you up?

     From here to end we cut back and forth.

                                   FREDDY
                        Nice Guy. When we got to the
                                   bar...

                                  HOLDAWAY
                                ...What bar?

                                   FREDDY
                      The Boots and Socks in Gardena.
                     When we got there, I met Joe and a
                     guy named Mr. White. It's a phony
                        name. My name's Mr. Orange.

                                  HOLDAWAY
                      You ever seen this motherfucker
                                  before?

                                   FREDDY
                              Who, Mr. White?

                                  HOLDAWAY
                                   Yeah.

                                   FREDDY
                      No, he ain't familiar. He ain't
                      one of Cabot's soldiers either.
                       He's gotta be from outta town.
                        But Joe knows him real well.

                                  HOLDAWAY
                             How can you tell?

                                   FREDDY
                      The way they talk to each other.
                       You can tell they're buddies.

                                  HOLDAWAY
                          Did the two of you talk?

                                   FREDDY
                             Me and Mr. White?

                                  HOLDAWAY
                                   Yeah.

                                   FREDDY
                                 A little.

                                  HOLDAWAY
                                What about?

                                   FREDDY
                                The Brewers.

                                  HOLDAWAY
                           The Milwaukee Brewers?

                                   FREDDY
                     Yeah. They had just won the night
                     before, and he made a killing off
                                    'em.

                                  HOLDAWAY
                      Well, if this crook's a Brewers
                       fan, his ass has gotta be from
                        Wisconsin. And I'll bet you
                     everything from a diddle-eyed Joe
                       to a damned-if-I-know, that in
                     Milwaukee they got a sheet on this
                      Mr. White motherfucker's ass. I
                     want you to go through the mugs of
                       guys from old Milwaukee with a
                     history of armed robbery, and put
                            a name to that face.

     Holdaway takes a big bite out of his burger.

                                  HOLDAWAY
                           (with his mouth full)
                       What kinds questions did Cabot
                                    ask?

                                   FREDDY
                     Where I was from, who I knew, how
                     I knew Nice Guy, had I done time,
                              shit like that.

     Holdaway's talked enough, he's eating his burger now. He
     motions for Freddy to elaborate.

                                   FREDDY
                      He asked me if I ever done armed
                       robbery before. I read him my
                      credits. I robbed a few gas and
                       sips, sold some weed, told him
                     recently I held the shotgun while
                      me and another guy pulled down a
                          poker game in Portland.

     CAMERA MOVES from a MEDIUM on Freddy to a CU.

                              HOLDAWAY (O.S.)
                        Didja use the commode story?

                                   FREDDY
                       Fuckin-A. I tell it real good,
                                    too.

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

     Freddy and Holdaway at one of their many rendezvous.
     Holdaway wears an extra large Lakers sweatshirt. Freddy
     sits on one of the sinks, wearing his high school jacket,
     looking at pieces of paper stapled together.

                                   FREDDY
                                What's this?

                                  HOLDAWAY
                         It's a scene. Memorize it.

                                   FREDDY
                                   What?

                                  HOLDAWAY
                       A undercover cop has got to be
                     Marlon Brando. To do this job you
                      got to be a great actor. You got
                     to be naturalistic. You got to be
                        naturalistic as hell. If you
                      ain't a great actor you're a bad
                     actor, and bad acting is bull shit
                                in this job.

                                   FREDDY
                             (referring to the
                                  papers)
                             But what is this?

                                  HOLDAWAY
                      It's a amusing anecdote about a
                                 drug deal.

                                   FREDDY
                                   What?

                                  HOLDAWAY
                      Something funny that happened to
                      you while you were doing a job.

                                   FREDDY
                      I gotta memorize all this shit?

                                  HOLDAWAY
                       It's like a joke. You remember
                     what's important, and the rest you
                       make your own. The only way to
                     make it your own is to keep sayin
                      it, and sayin it, and sayin it,
                        and sayin it, and sayin it.

                                   FREDDY
                               I can do that.

                                  HOLDAWAY
                     The things you gotta remember are
                       the details. It's the details
                       that sell your story. Now this
                      story takes place in this men's
                        room. So you gotta know the
                       details about this men's room.
                      You gotta know they got a blower
                       instead of a towel to dry your
                      hands. You gotta know the stalls
                       ain't got no doors. You gotta
                      know whether they got liquid or
                      powdered soap, whether they got
                     hot water or not, 'cause if you do
                     your job when you tell your story,
                      everybody should believe it. And
                     if you tell your story to somebody
                       who's actually taken a piss in
                      this men's room, and you get one
                        detail they remember right,
                           they'll swear by you.

29 INT. FREDDY'S APARTMENT - DAY

     Freddy paces back and forth, in and out of frame,
     rehearsing the anecdote. He's reading it pretty good, but
     he's still reading it from the page, and every once in a
     while he stumbles over his words.

                                   FREDDY
                     ...this was during the Los Angeles
                     marijuana drought of '86. I still
                        had a connection. Which was
                      insane, 'cause you couldn't get
                     weed anyfuckinwhere then. Anyway,
                        I had a connection with this
                       hippie chick up in Santa Cruz.
                      All and my friends knew it. And
                       they'd give me a call and say,
                     "Hey, Freddy, you buyin some, you
                     think you could buy me some too?"
                     They knew I smoked, so they'd ask
                     me to buy a little for them when I
                        was buyin. But it got to be
                      everytime I bought some weed, I
                         was buyin for four or five
                     different people. Finally I said,
                      "Fuck this shit." I'm makin this
                     bitch rich. She didn't have to do
                      jack shit, she never even had to
                      meet these people. I was fuckin
                        doin all the work. So I got
                      together with her and told her,
                      "Hey, I'm sick of this shit. I'm
                      comin through for everybody, and
                       nobody's comin through for me.
                      So, either I'm gonna tell all my
                     friends to find their own source,
                      or you give me a bunch of weed,
                     I'll sell it to them, give you the
                      money, minus ten percent, and I
                      get my pot for free." So, I did
                              if for awhile...

     Freddy exits frame

     CUT TO:

30 EXT. PARKING LOT - DAY

     Another empty frame, except obviously outside. Freddy
     enters frame from the same direction he exited in the
     previous scene, finishing his sentence. When we move to a
     wider shot we see Freddy performing his monolog to
     Holdaway in a parking lot. Holdaway sits on the hood of
     his beat-up car. Freddy paces back and forth as he
     performs his story.

                                   FREDDY
                     ...but then that got to be a pain
                      in the ass. People called me on
                      the phone all the fuckin time. I
                        couldn't rent a fuckin tape
                          without six phone calls
                       interrupting me. "Hey, Freddy,
                     when's the next time you're gettin
                      some?" "Motherfucker, I'm tryin
                     to watch 'Lost Boys'-- when I have
                       some, I'll let you know." And
                      then these rinky-dink pot heads
                      come by--there's my friends and
                      everything, but still. I got all
                      my shit laid out in sixty dollar
                     bags. Well, they don't want sixty
                        dollars worth. They want ten
                      dollars worth. Breaking it up is
                     a major fuckin pain in the ass. I
                        don't even know how much ten
                       dollars worth is. "Well, fuck,
                        man, I don't want that much
                        around. If I have that much
                      around I'll smoke it." "Hey, if
                        you guys can't control your
                       smokin, that's not my problem.
                     You motherfuckers been smokin for
                     five years, be a adult about it."
                     Finally I just told my connection,
                       count me out. But as it turns
                     out, I'm the best guy she had, and
                     she depended alot on my business.
                      But I was still sick to death of
                      it. And she's trying to talk me
                              into not quitin.
                         Now this was a very weird
                     situation, 'cause I don't know if
                      you remember back in '86, there
                        was a major fuckin drought.
                      Nobody and anything. People were
                     livin on resin and smokin the wood
                       in their pipes for months. And
                      this chick had a bunch, and was
                      beggin me to sell it. So I told
                     her I wasn't gonna be Joe the Pot
                      Man anymore. But I would take a
                        little bit and sell it to my
                      close, close, close friends. She
                     agreed to that, and said we'd keep
                      the same arrangement as before,
                      ten percent and free pot for me,
                      as long as I helped her out that
                      weekend. She had a brick of weed
                       she was sellin, and she didn't
                       want to go to the buy alone...

     CUT TO:

31 INT. BOOTS AND SOCKS BAR - NIGHT

     Freddy, Joe, Nice Guy Eddie and Mr. White all sit around a
     table in a red-lighted smokey bar. Freddy continues his
     story. The crooks are enjoying the hell out of it.

                                   FREDDY
                      ...Her brother usually goes with
                          her, but he's in county
                               unexpectedly.

                                 MR. WHITE
                                 What for?

                                   FREDDY
                      Traffic tickets gone to warrant.
                      They stopped him for something,
                      found the warrants on 'im, took
                      'im to jail. She doesn't want to
                      walk around alone with all that
                        weed. Well, I don't wanna do
                      this, I have a bad feeling about
                     it, but she keeps askin me, keeps
                       askin me, finally I said okay
                      'cause I'm sick of listening to
                      it. Well, we're picking this guy
                          up at the train station.

                                    JOE
                     You're picking the buyer up at the
                       train station? You're carrying
                              the weed on you?

                                   FREDDY
                       Yeah, the guy needed it right
                       away. Don't ask me why. So we
                       get to the train station, and
                     we're waitin for the guy. Now I'm
                     carrying the weed in one of those
                     carry-on bags, and I gotta take a
                       piss. So I tell the connection
                      I'll be right back, I'm goin' to
                          the little boys room...

     CUT TO:

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

     MEDIUM ON FREDDY

     He walks through the door with a carry-on bag over his
     shoulder. Once he's inside, he stops in his tracks. We
     move into a CU.

                               FREDDY (V.O.)
                     ...So I walk into the men's room,
                         and who's standing there?

     FREEZE FRAME

     on Freddy standing in front of six Los Angeles County
     Sheriffs and one German Shepherd. All of their eyes are
     on Freddy. Everyone is frozen.

                               FREDDY (V.O.)
                     ...six Los Angeles County Sheriffs
                           and a German Shepherd.

                           NICE GUY EDDIE (V.O.)
                         They were waiting for you?

                               FREDDY (V.O.)
                       No. They were just a bunch of
                     cops hangin out in the men's room,
                     talkin. When I walked through the
                      door they all stopped what they
                      were talking about and looked at
                                    me.

     33 BACK TO BAR

     ECU MR. WHITE

                                 MR. WHITE
                     That's hard, man. That's a fuckin
                              hard situation.

     34 BACK TO MEN'S ROOM

     ECU GERMAN SHEPHERD

     barking his head off.

                               FREDDY (V.O.)
                         The German Shepherd starts
                       barkin'. He's barkin' at me. I
                     mean it's obvious he's barkin' at
                                    me.

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

                               FREDDY (V.O.)
                       Every nerve ending, all of my
                       senses, the blood in my veins,
                      everything I has was screaming,
                     "Take off, man, just take off, get
                      the fuck outta there!" Panic hit
                      me like a bucket of water. First
                      there was the shock of it--BAM,
                      right in the face! Then I'm just
                      standin there drenched in panic.

     SLOW MOTION

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

                               FREDDY (V.O.)
                     And all those sheriffs are lookin
                       at me and they know. They can
                      smell it. As sure as that fuckin
                     dog cam, they can smell it on me.

     FREEZE FRAME

     Back to the same freeze frame shot of Freddy standing in
     front of the sheriffs. It suddenly jerks to life, and
     moves to speed. The dog is barking. Freddy moves to his
     right, out of frame. We stay on the sheriffs. One
     sheriff yells at the dog.

                                 SHERIFF #1
                                  Shut up!

     The dog quiets down. Sheriff #2 continues with his story.
     A couple of the sheriffs look over at Freddy off screen,
     but as Sheriff #2 talks, turn their attention to him.

                                 SHERIFF #2
                      So my gun's drawn, right? I got
                       it aimed right at him. I tell
                     'em, "Freeze, don't fuckin move."
                      And the little idiot's lookin at
                     me, nodding his head "Yes," sayin
                        "I know...I know...I know."
                        Meanwhile his right hand is
                     creepin towards his glove box. So
                       I scream at him, "Asshole, you
                      better fuckin freeze right now!"
                     And he's still lookin right at me,
                                   saying
                      "I know...I know...I know." And
                      his right hand's still going for
                               the glove box.

     The CAMERA PANS away from the sheriffs to Freddy, up
     against the urinal, playing possum, pretending to piss.

                             SHERIFF #2 (O.S.)
                       I tell 'im, "Buddy, I'm gonna
                     shoot you in the face right now if
                      you don't put your hands on the
                        fuckin dash." And the guy's
                      girlfriend, a real sexy Oriental
                       bitch, starts screamin at him,
                     "Chuck, are you out of your mind?
                      Put your hands on the dash like
                      the officer said." And then like
                      nothing, the guy snaps out of it
                     and casually puts his hands on the
                                   dash.

     Freddy finishes his playing possum piss, and walks past
     the sheriffs over to the sink. The CAMERA PANS with him.
     A sheriff is sitting on a sink. He looks down and watches
     Freddy wash his hands.

                                 SHERIFF #1
                           What was he goin for?

                                 SHERIFF #2
                      His registration. Stupid fuckin
                         citizen, doesn't have the
                      slightest idea how close he came
                              to gettin shot.

     Freddy finishes washing his hands. He goes to dry them,
     but there's only those hand drying machines. Freddy turns
     on the drying machine. He can't hear anything the
     sheriffs say now. The sound of the machine dominates the
     sound track.

     These following shots are SLOW MOTION.

     CU OF FREDDY

     CU of his HANDS, rubbing each other getting blown dry

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

     CU OF MACHINE

     MEDIUM OF SHERIFF ON SINK, smoking a cigarette, glancing
     over at Freddy.

     CU OF GERMAN SHEPHERD

     Machine turns off.

     CUT TO:

35 INT. OFFICE - DAY

     CU MUG SHOT OF MR. WHITE

                                FREDDY (OS)
                       That's him, that's Mr. White.

     FULL SCENE

     An office upstairs in the undercover division of the
     police station.

     TWO SHOT OF FREDDY AND HOLDAWAY

     look at mug shot.

                                  HOLDAWAY
                      Lawrence Dimick. Let's see what
                               we got on him.

     CU OF COMPUTER SCREEN

     the name DIMICK, LAWRENCE is typed in.

     C.U. ENTER BUTTON IS PRESSED

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

                                   JODIE
                        This is your life, Lawrence
                                  Dimick!

     C.U. OF COMPUTER PRINTER

     printing out sheet. The noise of the printer plays loud
     over the soundtrack. Jodie's hand comes into FRAME and
     tears sheet from the printer.

     CUT TO:

36 INT. HOLDAWAY'S OFFICE - DAY

     Holdaway sits behind his desk. Freddy sits on the edge of
     the desk eating a Double-Double with cheese. They look
     into the CAMERA.

     We hear Jodie's voice OFFSCREEN.

                                 JODIE (OS)
                       Lawrence "Larry" Dimick. Also
                     known as Lawrence Jacobs and Alvin
                     "Al" Jacobs. This guy is Mr. Joe-
                            Armed-Robbery. He's
                     a pro and he makes it a habit not
                               to get caught.

     MEDIUM SHOT OF JODIE

     DOLLY slowly into C.U.

                                   JODIE
                      He's only been convicted twice,
                     which is pretty good for somebody
                      living a life of crime. Once for
                     armed robbery, when he was twenty-
                             one, in Milwaukee.

     C.U. FREDDY

                                   FREDDY
                                What was it?

                                   JODIE
                      Payroll office at a lumber yard.
                      First offense - he got eighteen
                        months. He didn't get busted
                       again until he was thirty-two.
                      And then it was a backdoor bust.
                      A routine vice squad roust. They
                     roust this bar, out buddy Lawrence
                      is in there knocking down a few.
                      He gets picked up. He's wearing
                        on his person an outlaw .45
                      automatic, apparently his weapon
                     of choice. Also, on his finger is
                       a diamond ring from a jewelry
                      store robbery a year earlier. He
                       got two years back inside for
                                   that.

     TWO SHOT OF HOLDAWAY AND FREDDY

     Freddy winces.

                                   FREDDY
                         Goddamn, that's hard time.

                                   JODIE
                      So far, it's the only time he's
                                 ever done.

     CU HOLDAWAY

                                  HOLDAWAY
                      Was this vice squad bullshit in
                                 Milwaukee?

                                   JODIE
                      No. The vice squad roust was in
                       L.A. He's been in Los Angeles
                                 since '77.

     DOLLY BEHIND HOLDAWAY'S DESK

     from left to right.

                                   FREDDY
                         When did he do this time?

                                   JODIE
                      Back in '83, got out late '86. I
                      found something else out I think
                        you two should be aware of.
                     About a year and a half ago, up in
                       Sacramento, an undercover cop,
                     John Dolenz, worked his way into a
                      bank job. Apparently before the
                      job they found out he was a cop.
                      Now picture this: It's Dolenz's
                       birthday, a bunch of cops are
                       waiting in his apartment for a
                      surprise party. The door opens,
                      everyone yells "Surprise!", and
                     standing in the doorway is Dolenz
                     and this other guy sticking a gun
                      in Dolenz's ribs. Before anybody
                        knows what's going on, this
                      stranger shoots Dolenz dead and
                      starts firing two .45 automatics
                              into the crowd.

                                  HOLDAWAY
                               What happened?

     The DOLLY moves behind Jodie.

                                   JODIE
                        It was a mess. Cops got hit,
                       wives got hit, girlfriends got
                      hit, his dog got hit. People got
                      glass in their faces. Three were
                         killed, six were wounded.

                                   FREDDY
                      They couldn't pin the killing on
                          one of the bank robbers?

                                   JODIE
                     They tried, but they didn't have a
                      positive I.D. and all those guys
                       had alibis. Besides, we really
                      didn't have anything on them. We
                      had the testimony of a dead man
                           that they were talking
                      about committing a robbery. They
                       never went ahead with the bank
                                    job.

     The DOLLY completes its circle.

                                   FREDDY
                      And Larry Dimick was one of the
                                   boys?

                                   JODIE
                          He was probably the one.

     ON HOLDAWAY

                                  HOLDAWAY
                      Just how sure are you with your
                                   cover?

     PAN to C.U. on Freddy.

                                   FREDDY
                       Today they may know something,
                      tomorrow they may know something
                      else. But yesterday they didn't
                               know anything.

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

                                FREDDY (OS)
                           What's the next step?

                               HOLDAWAY (OS)
                     Do what they told ya. Sit in your
                     apartment and wait for 'em to call
                        you. We'll have guys posted
                       outside who'll follow you when
                             they pick you up.

35 INT. FREDDY'S APARTMENT - DAY

     C.U. TELEPHONE

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

                                   FREDDY
                                   Hello.

                            NICE GUY EDDIE (OS)
                              (through phone)
                       It's time. Grab your jacket--

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

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

                                   EDDIE
                          --We're parked outside.

                                FREDDY (OS)
                              (through phone)
                            I'll be right down.

     We hear the CLICK of Freddy hanging up through the phone.
     Nice Guy places the receiver back in its cradle.

                                   EDDIE
                            He'll be right down.

39 INT. FREDDY'S APARTMENT - DAY

     The CAMERA follows Freddy as he hops around the
     apartment getting everything he needs. He puts on
     his jacket and slips on some sneakers.

     DOLLY fast toward the front door knob. Freddy's hand
     comes into FRAME, grabs the knob, then lets go. We MOVE
     UP to his face.

     Fear.

                                   FREDDY
                                (to himself)
                      Don't pussy out on me now. They
                     don't know. They don't know shit.
                                  (pause)
                     You're not gonna get hurt. You're
                      fucking Baretta and they believe
                              every word, cuz
                             you're super cool.

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

40 EXT. FREDDY'S APARTMENT - DAY

     COPS' POV

     From inside an unmarked car across the street, the TWO
     COPS watching Freddy see him walk out of his building and
     up to Eddie's parked car.

                                COP #1 (OS)
                            There goes our boy.

                                COP #2 (OS)
                      I swear, a guy has to have rocks
                     in his head the size of Gibraltar
                            to work undercover.

                                COP #1 (OS)
                         Do you want one of these?

                                COP #2 (OS)
                         Yeah, gimme the bear claw.

     Freddy gets into the car and it pulls into traffic.

     Cop #1 starts the engine and follows.

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

     Nice Guy Eddie is behind the wheel. Mr. Pink is
     in the passenger seat. Freddy and Mr. White are in the
     backseat together.

                                  MR. PINK
                       ...Hey, I know what I'm talkin
                     about, black women ain't the same
                              as white women.

                                 MR. WHITE
                              (sarcastically)
                        There's a slight difference.

     The car laughs.

                                 MR. PINK
                     Go ahead and laugh, you know what
                      I mean. What a while bitch will
                      put up with, a black bitch won't
                       put up with for a minute. They
                      got a line, and if you cross it,
                             they fuck you up.

                                   EDDIE
                     I gotta go along with Mr. Pink on
                         this. I've seen it happen.

                                 MR. WHITE
                     Okay, Mr. Expert. If this is such
                     a truism, how come every nigger I
                     know treats his woman like a piece
                                  of shit?

                                  MR. PINK
                       I'll make you a bet that those
                     same damn niggers who were showin
                      their ass in public, when their
                      bitches get 'em home, they chill
                               the fuck out.

                                 MR. WHITE
                              Not these guys.

                                  MR. PINK
                           Yeah, those guys too.

                                   EDDIE
                      Let me tell you guys a story. In
                       one of daddy's clubs there was
                     this black cocktail waitress named
                                   Elois.

                                 MR. WHITE
                                   Elois?

                                   EDDIE
                        Yeah, Elois. E and Lois. We
                             called her Lady E.

                                 MR. WHITE
                        Where was she from, Compton?

                                   EDDIE
                      No. She was from Ladora Heights.

                                  MR. PINK
                      The black Beverly Hills. I knew
                       this lady from Ladora Heights
                                   once.
                            (in a stuck up black
                               female voice)
                     "Hi, I'm from Ladora Heights, it's
                         the black Beverly Hills."
                                   EDDIE
                     It's not the black Beverly Hills,
                        it's the black Palos Verdes.
                      Anyway, this chick, Elois, was a
                      man-eater-upper. I bet every guy
                     who's ever met her has jacked off
                       to her at least once. You know
                       who she looked like? Christie
                      Love. 'Member that TV show "Get
                      Christie Love"? She was a black
                       female cop. She always used to
                     say "You're under arrest, sugar."

                                  MR. PINK
                     I was in the sixth grade when that
                       show was on. I totally dug it.
                     What the fuck was the name of the
                         chick who played Christie
                                   Love?

                                   EDDIE
                                 Pam Grier.

                                  MR. PINK
                     No, it wasn't Pan Grier, Pan Grier
                     was the other one. Pan Grier made
                       the movies. Christie Love was
                     like a Pam Grier TV show, without
                                 Pam Grier.

                                  MR. PINK
                       What the fuck was that chick's
                      name? Oh this is just great, I'm
                        totally fuckin tortured now.

                                   EDDIE
                        Well, whoever she was, Elois
                      looked like her. So one night I
                     walk into the club, and no Elois.
                      Now the bartender was a wetback,
                     he was a friend of mine, his name
                                was Carlos.
                        So I asked him "Hey, Carlos,
                       where's Lady E tonight?" Well
                      apparently Lady E was married to
                       this real piece of dog shit. I
                          mean a real animal. And
                      apparently he would so things to
                                    her.

                                   FREDDY

                      Do things? What would he do? You
                           mean like beat her up?

                                   EDDIE
                     Nobody knows for sure what he did.
                       We just know he did something.
                     Anyway, Elois plays it real cool.
                      And waits for the next time this
                       bag of shit gets drunk. So one
                        night the guy gets drunk and
                     passes out on the couch. So while
                                 the guy's
                     inebriated, she strips him naked.
                     Then she takes some crazy glue and
                        glues his dick to his belly.

     The car reacts to how horrible that would be.

                                   EDDIE
                      I'm dead fuckin serious. She put
                      some on his dick and some on his
                      belly, then stuck 'em together.
                     The paramedics had to come and cut
                                 it loose.

     The car reacts badly.

                                 MR. WHITE
                               Jesus Christ!

                                   FREDDY
                     You can do some crazy things with
                                    it.

                                   EDDIE
                      I don't know what he did to her,
                             but she got even.

                                 MR. WHITE
                           Was he all pissed off?

                                  MR. PINK
                      How would you feel if you had to
                     do a handstand every time you took
                                  a piss.

     The car laughs.

42 EXT. WAREHOUSE - DAY

     Nice Guy Eddie pulls up outside the warehouse.
     The four men climb out of the car and follow Eddie inside.

43 INT. WAREHOUSE - DAY

     The four men enter the building.

     At the other end of the warehouse, sitting in chairs, are
     Mr. Blonde, Mr. Brown, Mr. Blue and Joe Cabot.

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

                                    JOE
                               (to everybody)
                       ...So they're talkin about how
                     they get their wives off, and the
                             French guys says:
                              (in a bad French
                                  accent)
                      "All I gotta do is take my pinky
                     and tickle my Fifi's little oo la
                      la and she rises a foot off the
                                   bed."

     Back to Joe.

     So the dago says:

     CU ON JOE

                                    JOE
                            (in a good Brooklyn
                                  accent)
                      "That's nothin. When I take the
                       tip of my tongue and wiggle it
                      against my Mary Louise's little
                     fun pimple, she rises two feet off
                       da bed." Then our friend from
                                Poland says:
                              (in dumb voice)
                     "You guys ain't no cocksmen. When
                     I get through fuckin my Sophie, I
                      wipe my dick on the curtains and
                        you know what? She hits the
                                   roof!"

     Joe laughs like a crazy man.

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

     We hear a lot of laughing OFF SCREEN.

                                    JOE
                      Ain't that a masterpiece? Stupid
                      fuckin Polack, wipes his dick on
                                the drapes.

     Joe's eyes greet the new arrivals.

                                    JOE
                            You're here, great!

     Joe EXITS C.U.

     We now have everybody from the Uncle Bob's Pancake House
     scene together again. Some sit on folding chairs, some
     stand. Joe sits in front of them on the edge of a table.
     A blackboard with a layout of the jewelry store is off to
     the right.

     We do a 360 around the men.

                                   EDDIE
                     We woulda gotten here sooner, but
                      we got backed up around La Brea
                                 and Pico.

                                    JOE
                                 No hurry.
                               (to the boys)
                      All right, let's get to know one
                       another. With the exception of
                     Eddie and myself, who you already
                       know, you'll be using aliases.
                     Under no circumstances are you to
                     tell one another your real name or
                       anything else about yourself.
                      That includes where you're from,
                        your wife's name, where you
                      might've done time, about a bank
                       in St. Petersburg you might've
                      robbed. You guys don't say shit
                     about who you are, where you been
                      or what you've done. Only thing
                      you guys can talk about is what
                      you're going to do. This way the
                     only ones who know who the members
                       of the team are are Eddie and
                     myself. And that's the way I like
                     it. Because in the unlikely event
                     of one of you getting apprehended
                       by the cops, not that I expect
                          that to happen - it most
                     definitely should not happen - it
                      hasn't happened, you don't have
                      anything to deal with. You don't
                     know any names. You know my name,
                       you know Eddie's name. That I
                     don't care about. You gotta prove
                       it. I ain't worried. Besides,
                       this way you gotta trust me. I
                        like that. I set this up and
                      picked the men I wanted for it.
                         None of you came to me, I
                       approached all of you. I know
                       you. I know your work, I know
                       your reputation. I know you as
                         men. Except for this guy.

     Joe points a finger at Freddy.

     Freddy shits a brick.

                                    JOE
                      But he's OK. If he wasn't OK, he
                       wouldn't be here. Okay, let me
                     introduce everybody to everybody.
                       But once again, at the risk of
                     being redundant, if I even think I
                     hear somebody telling or referring
                       to somebody by their Christian
                                  name...
                           (Joe searches for the
                                right words)
                        ...you won't want to be you.
                               Okay, quickly.
                            (pointing at the men
                             as he gives them a
                                   name)
                     Mr. Brown, Mr. White, Mr. Blonde,
                       Mr. Blue, Mr. Orange, and Mr.
                                   Pink.

                                  MR. PINK
                             Why am I Mr. Pink?

                                    JOE
                           Cause you're a faggot.

     Everybody laughs.

                                  MR. PINK
                       Why can't we pick out our own
                                  colors?

                                    JOE
                     I tried that once, it don't work.
                      You get four guys fighting over
                      who's gonna be Mr. Black. Since
                     nobody knows anybody else, nobody
                     wants to back down. So forget it,
                       I pick. Be thankful you're not
                                Mr. Yellow.

                                 MR. BROWN
                      Yeah, but Mr. Brown? That's too
                             close to Mr. Shit.

     Everybody laughs.

                                  MR. PINK
                       Yeah, Mr. Pink sounds like Mr.
                      Pussy. Tell you what, let me be
                      Mr. Purple. That sounds good to
                            me, I'm Mr. Purple.

                                    JOE
                      You're not Mr. Purple, somebody
                       from another job's Mr. Purple.
                              You're Mr. Pink.

                                 MR. WHITE
                      Who cares what your name is? Who
                       cares if you're Mr. Pink, Mr.
                       Purple, Mr. Pussy, Mr. Piss...

                                  MR. PINK
                      Oh that's really easy for you to
                      say, you're Mr. White. You gotta
                      cool-sounding name. So tell me,
                     Mr. White, if you think "Mr. Pink"
                      is no big deal, you wanna trade?

                                    JOE
                       Nobody's trading with anybody!
                     Look, this ain't a goddamn fuckin
                      city counsel meeting! Listen up
                      Mr. Pink. We got two ways here,
                       my way or the highway. And you
                       can go down either of 'em. So
                       what's it gonna be, Mr. Pink?

                                  MR. PINK
                      Jesus Christ, Joe. Fuckin forget
                      it. This is beneath me. I'm Mr.
                            Pink, let's move on.

     CAMERA leaves the team and goes to the blackboard
     with the layout of the jewelry store on it.

                                  JOE (OS)
                     Okay fellas, let's get into this.

     CUT TO:

44 EXT. BLEACHERS - DAY

     Freddy and Holdaway sit on some bleachers in an empty
     little league baseball field.

                                  HOLDAWAY
                       Okay, we're gonna station men
                      across the street from Karina's
                       Fine Jewelry. But their orders
                     will be not to move in unless the
                      robbery gets out of control. You
                     gotta make sure they don't have to
                       move in. You're inside to make
                         sure that everything goes
                      according to Hoyle. We have men
                        set up a block away from the
                       warehouse rendezvous. They got
                         complete visibility of the
                     exterior. So as soon as Joe Cabot
                          shows up, we'll see it.

                                   FREDDY
                       What's your visibility of the
                                 interior?

                                  HOLDAWAY
                      We can't see shit on the inside.
                        And we can't risk gettin any
                      closer for fear they'll spot us.

                                   FREDDY
                      This is bullshit, Jim. I get all
                      the fuckin danger of having you
                     guys in my back pocket but none of
                                the safety.

                                  HOLDAWAY
                     What's the matter, Newendyke? Job
                      too tough for ya? No one lied to
                       you. You always knew we'd hang
                      back until Joe Cabot showed up.

                                   FREDDY
                        Oh this is great. You ain't
                       giving me no fuckin protection
                     whatsoever. But you are giving me
                                an attitude.

                                  HOLDAWAY
                     Since when does an undercover cop
                     have protection? Freddy, you came
                       into this thing with your eyes
                     wide open, so don't start screamin
                        blind man now. I understand
                         you're nervous. I wish the
                         warehouse had more visible
                      windows, but it doesn't. We have
                      to make do with the cards we're
                                   dealt.

                                   FREDDY
                     I didn't say I wasn't gonna do it.
                      I'm just remarking on how shitty
                             the situation is!

                                  HOLDAWAY
                     I don't mean to be harsh with ya,
                      but I've found tough love works
                     best in these situations. We have
                     to get Joe Cabot in the company of
                        the thieves and in the same
                           vicinity as the loot.
                      We don't care about these other
                      bastards. We're willing to offer
                     them good deals to testify against
                                   Cabot.

                                   FREDDY
                        Isn't this risk unorthodox?

                                  HOLDAWAY
                                   What?

                                   FREDDY
                       Letting them go ahead with the
                                  robbery?

                                  HOLDAWAY
                         The whole idea behind this
                      operation is to catch Joe Cabot
                      red-handed. We bust these hired
                     hands, we ain't accomplished shit.
                      Letting them go through with the
                     heist is a risk, but Cabot's jobs
                       are very clean. We got people
                     surrounding the perimeter. We got
                       a guy and a gal on the inside
                      posing as a couple shopping for
                        rings. We could replace the
                     employees with cops, but we'd run
                        the risk of tipping 'em off.

                                   FREDDY
                      That's out. They know the faces
                          of who works what shift.

                                  HOLDAWAY
                       These guys are professionals.
                     We're professionals. It's a risk,
                       but I think it's a calculated
                                   risk.

45 EXT. KARINA'S FINE JEWELRY - DAY

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

     CUSTOMERS coming and going. STORE CLERKS waiting on
     customers through the windows.

     While we look at this we HEAR over the soundtrack Mr.
     White and Freddy talking OFF SCREEN.

                               MR. WHITE (VO)
                      Let's go over it. Where are you?

                                FREDDY (VO)
                       I stand outside and guard the
                     door. I don't let anybody come in
                                 or go out.

                               MR. WHITE (VO)
                                 Mr. Brown?

                                FREDDY (VO)
                      Mr. Brown stays in the car. He's
                      parked across the street till I
                     give him the signal, then he pulls
                         up in front of the store.

                               MR. WHITE (VO)
                          Mr. Blonde and Mr. Blue?

                                FREDDY (VO)
                         Crowd control. They handle
                       customers and employees in the
                               display area.

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

     Mr. White and Freddy sit in a car parked across the street
     from the jewelry store, staking it out.

                                 MR. WHITE
                            Myself and Mr. Pink?

                                   FREDDY
                      You two take the manager in the
                       back and make him give you the
                      diamonds. We're there for those
                      stones, period. Since no display
                      cases are being fucked with, no
                      alarms should go off. We're out
                      of there in two minutes, not one
                         second longer. What if the
                         manager won't give up the
                                 diamonds?

                                 MR. WHITE
                      When you're dealing with a store
                     like this, they're insured up the
                     ass. They're not supposed to give
                             you and resistance
                     whatsoever. If you get a customer
                       or an employee who thinks he's
                     Charles Bronson, take the butt of
                     your gun and smash their nose in.
                       Drops 'em right to the floor.
                       Everyone jumps, he falls down,
                      screaming, blood squirts out his
                        nose. Freaks everybody out.
                       Nobody says fuckin shit after
                       that. You might get some bitch
                      talk shit to ya. But give her a
                     look, like you're gonna smash her
                      in the face next. Watch her shut
                         the fuck up. Now if it's a
                     manager, that's a different story.
                      The managers know better than to
                       fuck around. So if one's givin
                       you static, he probably thinks
                      he's a real cowboy. So what you
                      gotta do is break that son-of-a-
                      bitch in two. If you wanna know
                      something and he won't tell you,
                      cut off one of his fingers. The
                     little one. Then you tell 'im his
                       thumb's next. After that he'll
                         tell ya if he wears ladies
                      underwear. I'm hungry, let's get
                                  a taco.

     CUT TO:

47 EXT. ALLEY - DAY

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

     In the distance we hear all hell breaking loose. Guns
     FIRING, people SHOUTING and SCREAMING, sirens WAILING,
     glass BREAKING...

     A car whips around the corner, into the alley.

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

     Freddy opens the driver's side door. A bloody SCREAMING
     Mr. Brown FALLS out.

                                 MR. BROWN
                                (screaming)
                      My eyes! My eyes! I'm blind, I'm
                               fucking blind!

                                   FREDDY
                       You're not blind, there's just
                            blood in your eyes.

     Mr. White loads his two .45 automatics. He RUNS to the
     end of the alley just as a police car comes into SIGHT.

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

     Freddy, holding the dying Mr. Brown, looks on at Mr.
     White's ambush in shock.

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

                                 MR. BROWN
                       Mr. Orange? You're Mr. Orange,
                                aren't you?

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

     Mr. White RUNS up to Freddy.

                                 MR. WHITE
                                Is he dead?

     Freddy doesn't answer, he can't.

                                 MR. WHITE
                             Did he did or not?

     Freddy, scared.

                                   FREDDY
                                 I'm sorry.

                                 MR. WHITE
                           What? Snap out of it!

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

     They EXIT the alley and FLEE down a street.

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

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

                                 MR. WHITE
                             Get us outta here!

     Mr. White climbs into the backseat.

     Freddy starts to climb in.

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

                                 MR. WHITE
                           The bitch's got a gun!

     She SHOOTS Freddy in the stomach.

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

     C.U. ON FREDDY

     as he FALLS to the ground he realizes what's happened
     to him and what he's done. SLOW MOTION.

     Mr White DRAGS the dead female driver out of the car. He
     SHOVES Freddy in the backseat and DRIVES away.

48 INT. GETAWAY CAR (MOVING) - DAY

     Freddy holding his stomach and doubled over in pain is
     CRYING.

     We replay the scene between Freddy and Mr. White in the
     getaway car. Except this time, we never leave Freddy.

                               MR. WHITE (OS)
                          Just hold on buddy boy.

                                   FREDDY
                       I'm sorry. I can't believe she
                                killed me...

     CUT FROM FREDDY IN THE BACKSEAT TO:

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

     Mr. Pink is behind the wheel, Nice Guy Eddie is in the
     passenger seat going through the satchel with the
     diamonds. Mr. White is in the backseat. The car is
     SPEEDING back to the garage.

                                   EDDIE
                            (looking through the
                                   case)
                      You know, all things considered,
                        this was pretty successful.

                                 MR. WHITE
                       I don't believe you just said
                                   that.

                                   EDDIE
                      No, it was messy as hell, but do
                     you realize how much you got away
                       with? There's over two million
                      dollars worth of diamonds here.

                                  MR. PINK
                              I love this guy.

                                   EDDIE
                      Hey, what's done is done. We can
                     all sit around and have a big cry
                      about it or we can deal with the
                             situation at hand.

                                 MR. WHITE
                      The situation as hand isn't that
                      fuckin satchel. You and Joe have
                       a responsibility to your men.

                                   EDDIE
                       Hey, it's the best I could do.

                                 MR. WHITE
                         The man is fucking dying.

                                   EDDIE
                       And I'm telling you, Bonnie'll
                             take care of him.

                                 MR. WHITE
                      He needs a doctor, not a fuckin
                                   nurse.

                                   EDDIE
                     Ask me how many doctors I called.
                     You wanna embarrass yourself, ask
                       me how many doctors I called.

                                 MR. WHITE
                           Obviously not enough.

                                   EDDIE
                      Fuck you! You gotta little black
                      book, then whip is out. If not,
                      listen how it is. I called three
                      doctors and couldn't get through
                         to shit. Now, time being a
                       factor, I called Bonnie. Sweet
                        broad, helluva broad, and a
                        registered nurse. Told her a
                      bullshit story, upside: she said
                        bring him to her apartment.

                                 MR. WHITE
                         If he dies I'm holding you
                          personally responsible.

                                   EDDIE
                       Fuck you buddy boy! Okay, you
                         wanna play that way. I am
                         personally leaving myself
                        vulnerable with this Bonnie
                      situation. I don't think she'll
                      call the cops, but I don't know
                      for sure. But me being too nice-
                      a-fuckin-guy was willin to risk
                          it. But no fuckin more.
                               (he grabs his
                              portable phone)
                     I'm callin Bonnie back and tellin
                      her to forget it. You take care
                      of your friend, you know so much
                                 about it.

                                  MR. PINK
                     Goddamnit, will you guys grow up!

                                   EDDIE
                        I don't need to grow up, my
                        friend. I am a grown up. I'm
                     being responsible, I'm taking care
                                of business.

                                 MR. WHITE
                      Cut the shit! I don't think you
                      called anybody except some cooze
                      you once fucked, who happens to
                        wear orthopedic shoes. And I
                       don't think that's good enough
                          care for a gut-shot man.

                                   EDDIE
                      Yeah, well I don't give a flying
                            fuck what you think!

                                  MR. PINK
                               (to Mr. White)
                     Look, he's not sayin this bitch is
                     gonna operate on him. She's gonna
                     give him better attention than we
                       can until we can get a doctor.
                     Nobody's forgotten about doctors.
                     Joe'll get one in a snap. This is
                        something we're doing in the
                     meantime. I think both of you are
                      actin like a couple of assholes.

                                   EDDIE
                     Yeah, right. I arrange a nurse, I
                     leave myself wide open, and I'm an
                                  asshole.

50 INT. WAREHOUSE - DAY

     MEDIUM SHOT on the door. Nice Guy Eddie, Mr. White and
     Mr. Pink walk through it. They stop in their tracks.

     We see what they see. Mr. Blonde, lying on the ground,
     shot full of holes. The cop slumped over in his chair, a
     bloody mess, Mr. Orange lying at the cop's feet, holding
     his wound. Eddie, Mr. White and Mr. Pink walk into the
     shot.

                                   EDDIE
                        What the fuck happened here?

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

                                 MR. WHITE
                              (to Mr. Orange)
                               What happened?

                                 MR. ORANGE
                               (very weakly)
                     Blonde went crazy. He slashed the
                      cop's face, cut off his ear and
                         was gonna burn him alive.

                                   EDDIE
                                 (yelling)
                     Who cares what he was gonna do to
                              this fuckin pig?

     Eddie whips out his gun and SHOOTS the cop. The cop and
     the chair tip over. Eddie stands over him and SHOOTS him
     once more.

                                   EDDIE
                              (to Mr. Orange)
                       You were saying he went crazy?
                       Something like that? Worse or
                                  better?

                                 MR. ORANGE
                     Look, Eddie, he was pullin a burn.
                     He was gonna kill the cop and me.
                      And when you guys walked through
                     the door, he was gonna blow you to
                         hell and make off with the
                                 diamonds.

                                 MR. WHITE
                                 (to Eddie)
                       Uhuh, uhuh, what's I tell ya?
                       That sick piece of shit was a
                             stone cold psycho.

                                 MR. ORANGE
                                 (to Eddie)
                     You could've asked the cop, if you
                      didn't just kill him. He talked
                     about what he was going to do when
                           he was slicing him up.

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

                                 MR. WHITE
                      It makes perfect fuckin sense to
                      me. Eddie, you didn't see how he
                       acted during the job, we did.

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

                                  MR. PINK
                       He's right about the ear, it's
                                hacked off.

                                   EDDIE
                              (to Mr. Orange)
                     Let me say this out loud, just to
                        get it straight in my mind.
                      According to you, Mr. Blonde was
                     gonna kill you. Then when we came
                     back, kill us, grab the diamonds,
                       and scram. That's your story?
                       I'm correct about that, right?

                                 MR. ORANGE
                      Eddie, you can believe me or not
                     believe me, but it's the truth. I
                     swear on my mother's eternal soul
                           that's what happened.

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

     There's a long pause while he rolls over what Mr. Orange
     has said. Finally:

                                   EDDIE
                       You're a fuckin liar. Now why
                      don't you drop the fuckin fairy
                        tale and tell me what really
                                 happened?

                               MR. WHITE (OS)
                     He told you what really happened.
                        You just can't deal with it.

                              MR. ORANGE (OS)
                       Okay, you're right, I'm lying.
                      Even though I'm fuckin dyin I'm
                      not above pullin a fast one. Get
                     rid of Blonde, we share his split
                       - no, scratch that, I shot him
                       'cause I didn't like his hair
                       style. I didn't like his shoes
                      either. If it has just been his
                     hair, I'd've maybe, maybe I said,
                         let him live. But hair and
                      footwear together, he's a goner.

                                   EDDIE
                        The man you killed was just
                        released from prison. He got
                     caught at a company warehouse full
                      of hot items. He could've walked
                     away. All he had to do was say my
                      dad's name. But instead he shut
                       his mouth and did his time. He
                     did four years for us, and he did
                      'em like a man. And we were very
                      grateful. So, Mr. Orange, you're
                     tellin me this very good friend of
                      mine, who did four years for my
                      father, who in four years never
                      made a deal, no matter what they
                      dangled in front of him, you're
                     telling me that now, that now this
                     man is free, and we're making good
                       on our commitment to him, he's
                      just gonna decide, right out of
                      the fuckin blue, to rip us off?

     Silence.

                                   EDDIE
                     Mr. Orange, why don't you tell me
                           what really happened?

                                 VOICE (OS)
                     Why? It'll just be more bullshit.

     Eddie steps out of his C.U. and we see Joe Cabot standing
     in the warehouse doorway. He walks into the room.

                                    JOE
                              (pointing to Mr.
                                  Orange)
                            This man set us up.

     CAMERA does a 360 around the men.

                                   EDDIE
                       Daddy, I'm sorry, I don't know
                             what's happening.

                                    JOE
                         That's okay, Eddie, I do.

                                 MR. WHITE
                                  (to Joe)
                       What the fuck are you talking
                                   about?

                                    JOE
                              (pointing to Mr.
                                  Orange)
                      That piece of shit. Workin with
                                 the cops.

                          MR. WHITE MR. PINK EDDIE
                                   What?

                                    JOE
                     I said this lump of shit is workin
                               with the LAPD.

     MR. ORANGE'S POV

     Looking up from the floor at everybody.

     Joe looks down at Mr. Orange.

                                    JOE
                                Aren't you?

                              MR. ORANGE (OS)
                     I don't have the slightest fuckin
                       idea what you're talkin about.

                                 MR. WHITE
                            (very calmly to Joe)
                      Joe, I don't know what you think
                        you know, but you're wrong.

                                    JOE
                              Like hell I am.

                                 MR. WHITE
                               (very calmly)
                     Joe, trust me on this, you've made
                       a mistake. He's a good kid. I
                       understand you're hot, you're
                       super-fuckin pissed. We're all
                         real emotional. But you're
                     barking up the wrong tree. I know
                     this man, and he wouldn't do that.

                                    JOE
                      You don't know jack shit. I do.
                     This rotten bastard tipped off the
                       cops and got Mr. Brown and Mr.
                                Blue killed.

                                  MR. PINK
                              Mr. Blue's dead?

                                    JOE
                             Dead as Dillinger.

                                   EDDIE
                        The motherfucker killed Vic.

                                 MR. WHITE
                         How do you know all this?

                                    JOE
                       He was the only one I wasn't a
                     hundred percent on. I should have
                     my fucking head examined for goin
                      forward when I wasn't a hundred
                       percent. But he seemed like a
                     good kid, and I was impatient and
                       greedy and all the things that
                                fuck you up.

                                 MR. WHITE
                                (screaming)
                             That's your proof?

                                    JOE
                     You don't need proof when you got
                       instinct. I ignored it before,
                              but not no more.

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

     Mr. White brings his .45 up at Joe.

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

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

                                   EDDIE
                      Have you lost your fucking mind?
                             Put your gun down!

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

                                 MR. WHITE
                       Joe, you're making a terrible
                       mistake I can't let you make.

                                   EDDIE
                      Stop pointing your fuckin gun at
                                   daddy!

     Joe, never taking his eyes off Mr. Orange.

                                    JOE
                      Don't worry, Eddie. Me and Larry
                     have been friends a long time, he
                      ain't gonna shoot. We like each
                              other too much.

                                 MR. WHITE
                     Joe, if you kill that man, you die
                       next. Repeat, if you kill that
                             man, you die next!

     We get many different angles of the Mexican standoff.

     MEDIUMS ON EVERYBODY

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

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

     Mr. White pointing at Joe, looking like he's ready to
     start firing any minute.

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

     Mr. Pink walking backwards away from the action.

     Nobody says nothing.

     FOUR SHOT

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

                                  MR. PINK
                      C'mon, guys, nobody wants this.
                        We're supposed to me fuckin
                               professionals!

     Joe raises his head to Mr. White.

                                    JOE
                         Larry, I'm gonna kill him.

                                 MR. WHITE
                     Goddamn you, Joe, don't make me do
                                   this!

                                    JOE
                      Larry, I'm askin you to trust me
                                  on this.

                                 MR. WHITE
                             Don't ask me that.

                                    JOE
                        I'm not askin, I'm betting.

     Joe's eyes go back to Mr. Orange.

                                   EDDIE
                               Daddy, don't!

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

     Mr. White SHOOTS Joe twice in the face. Joe brings his
     hands up to his face, screaming, and falls to the ground.

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

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

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

     Eddie COLLAPSES, dead.

     Joe's dead.

     Mr. Orange lies perfectly still, except for his chest
     heaving. The only SOUND we hear is his loud breathing.

     Mr. White is SHOT full of holes, but still on his knees,
     not moving.

     Mr. Pink is standing motionless. Finally he grabs the
     satchel of diamonds and RUNS out the door.

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

                             POLICE FORCE (OS)
                     Freeze! Get out of the car and lie
                          face down on the ground!

                               MR. PINK (OS)
                                Don't shoot!

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

     MEN RUNNING to the warehouse.

     While all this noise is going on, Mr. White tries to stand
     but FALLS DOWN. He somehow makes it to where Mr. Orange
     lies.

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

                                 MR. WHITE
                             (with much effort)
                        Sorry, kid. Looks like we're
                          gonna do a little time.

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

                                 MR. ORANGE
                                 I'm a cop.

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

                                 MR. ORANGE
                          I'm sorry, I'm so sorry.

     Mr. White lifts his .45 and places the barrel between Mr.
     Orange's eyes.

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

     The SOUNDS of outside STORM inside. We don't see
     anything, but we HEAR a bunch of shotguns COCKING.

                             POLICE FORCE (OS)
                      Freeze, motherfucker! Drop your
                                fucking gun!

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

     BANG

     We hear a BURST of SHOTGUN FIRE.

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