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. FADE OUT
 Tom Reagan (Gabriel Byrne) is the advisor and right-hand man for Leo O'Bannon (Albert Finney), an Irish mobster and political boss who runs an unspecified northeastern U.S. city during Prohibition. When Leo's rival, the Italian gangster Johnny Caspar (Jon Polito) announces his intent to kill bookie Bernie Bernbaum (John Turturro), Leo goes against Tom's advice and extends his protection to Bernie. Bernie is the brother of Verna Bernbaum (Marcia Gay Harden), who has begun a relationship with Leo while carrying on an affair with Tom.
Tom tries everything he can to convince Leo to give Bernie up to Caspar to end the war; he attempts to convince Leo that Verna is playing him to protect her brother, but Leo will not be swayed. After an assassination attempt on Leo, Tom reveals his affair with Verna to Leo to prove that she is dishonest. Leo beats Tom, and turns his back on both of them. Tom then approaches Caspar looking for work, and Caspar commands him to kill Bernie in the woods at Miller's Crossing to prove his loyalty. Bernie pleads with Tom to spare him, saying "Look in your heart". Tom fires his gun to fake the killing and tells Bernie to run and hide.
Caspar assumes Leo's position as boss of the city, controlling the police and using them to destroy Leo's operations. Meanwhile, Tom begins sowing discord between Caspar and his trusted enforcer, the brutal, homosexual Eddie "the Dane" Dane (J. E. Freeman). Upon finding that his men didn't actually see Tom kill Bernie, Dane takes Tom back to Miller's Crossing to see if Bernie's body is there. Tom nearly cracks as they approach the location, but they find a body that had been shot in the face and disfigured by birds. Unknown to Tom, Bernie returned to town and killed Dane's lover Mink (Steve Buscemi), who was Bernie's lover too, and placed the body where his should have been. Bernie holds this over Tom's head and tries to blackmail Tom into killing Caspar.
Tom uses Mink's unknown whereabouts to convince Caspar that Eddie Dane has betrayed him. Dane denies it, and Caspar has to decide whom he believes, and whom he will kill. In a rage, he beats Eddie Dane before shooting him in the head. Tom then arranges a meeting with Bernie, but sends Caspar instead on the pretext that he will be meeting Mink. Bernie gets the jump on Caspar and kills him. Tom arrives and tricks Bernie into giving up his gun, saying they can blame Eddie Dane, then reveals that Dane is dead, and that he intends to kill Bernie in retribution for blackmailing him. Bernie again begs for mercy, saying "Look in your heart", but Tom asks "What heart?" and shoots him.
With Caspar and Eddie Dane dead, Leo resumes his post as top boss. Verna has won her way back into Leo's good graces, and she reacts coldly to Tom. On the day Bernie is buried, Leo announces that Verna has proposed to him, and offers Tom his job back. Tom refuses, and remains behind, watching as Leo departs.
Tom Reagan ( Gabriel Byrne ) is the advisor and right-hand man for Leo O'Bannon ( Albert Finney ) , an Irish mobster and political boss who runs an unspecified northeastern U.S. city during Prohibition . When Leo s rival , the Italian gangster Johnny Caspar ( Jon Polito ) announces his intent to kill bookie Bernie Bernbaum ( John Turturro ) , Leo goes against Tom s advice and extends his protection to Bernie . Bernie is the brother of Verna Bernbaum ( Marcia Gay Harden ) , who has begun a relationship with Leo while carrying on an affair with Tom . Tom tries everything he can to convince Leo to give Bernie up to Caspar to end the war ; he attempts to convince Leo that Verna is playing him to protect her brother , but Leo will not be swayed . After an assassination attempt on Leo , Tom reveals his affair with Verna to Leo to prove that she is dishonest . Leo beats Tom , and turns his back on both of them . Tom then approaches Caspar looking for work , and Caspar commands him to kill Bernie in the woods at Miller s Crossing to prove his loyalty . Bernie pleads with Tom to spare him , saying Look in your heart . Tom fires his gun to fake the killing and tells Bernie to run and hide . Caspar assumes Leo s position as boss of the city , controlling the police and using them to destroy Leo s operations . Meanwhile , Tom begins sowing discord between Caspar and his trusted enforcer , the brutal , homosexual Eddie the Dane Dane ( J. E. Freeman ) . Upon finding that his men did n't actually see Tom kill Bernie , Dane takes Tom back to Miller s Crossing to see if Bernie s body is there . Tom nearly cracks as they approach the location , but they find a body that had been shot in the face and disfigured by birds . Unknown to Tom , Bernie returned to town and killed Dane s lover Mink ( Steve Buscemi ) , who was Bernie s lover too , and placed the body where his should have been . Bernie holds this over Tom s head and tries to blackmail Tom into killing Caspar . Tom uses Mink s unknown whereabouts to convince Caspar that Eddie Dane has betrayed him . Dane denies it , and Caspar has to decide whom he believes , and whom he will kill . In a rage , he beats Eddie Dane before shooting him in the head . Tom then arranges a meeting with Bernie , but sends Caspar instead on the pretext that he will be meeting Mink . Bernie gets the jump on Caspar and kills him . Tom arrives and tricks Bernie into giving up his gun , saying they can blame Eddie Dane , then reveals that Dane is dead , and that he intends to kill Bernie in retribution for blackmailing him . Bernie again begs for mercy , saying Look in your heart , but Tom asks What heart ? and shoots him . With Caspar and Eddie Dane dead , Leo resumes his post as top boss . Verna has won her way back into Leo s good graces , and she reacts coldly to Tom . On the day Bernie is buried , Leo announces that Verna has proposed to him , and offers Tom his job back . Tom refuses , and remains behind , watching as Leo departs .
http://en.wikipedia.org/wiki/Miller's_Crossing
Miller's Crossing
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	<title>MILLER'S CROSSING -- by Joel and Ethan Coen</title>
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                            Miller's Crossing

                        An Original Screenplay By

                                Joel Coen

                                   and

                               Ethan Coen



















<b>1.   FADE IN:
</b><b>     CLOSE SHOT   A WHISKEY TUMBLER
</b>
     That sits on an oak side bar under a glowing green bankers
     lamp, as two ice cubes are dropped in.  From elsewhere in
     the room:

                           Man  (off)
          I'm talkin' about friendship.  I'm talkin' about
          character.  I'm talkin' about--hell, Leo, I ain't
          embarassed to use the word--I'm talkin' about
          ethics.

     Whiskey is poured into the tumbler, filling it almost to
     the rim, as the offscreen man continues.

          . . . You know I'm a sporting man.  I like to
          make the occasional bet.  But I ain't <u>that</u>
          sporting.


<b>     THE SPEAKER
</b>
     A balding middle-aged man with a round, open face.  He
     still wears his overcoat and sits in a leather chair in the
     dark room, illuminated by the offscreen glow of a desk
     lamp.  This is Johnny Caspar.

     Behind him stands another man, harder looking, wearing an
     overcoat and hat and holding another hat--presumably
     Caspar's.  This is Bluepoiont Vance.

                           Caspar (cont'd)
          When I fix a fight, say--if I pay a three-to-one
          favorite to throw a goddamn fight--I figure I got
          a right to expect that fight to go off at three-
          to-one.  But every time I lay a bet with this
          sonofabitch Bernie Bernheim, before I know it the
          odds is even up--or worse, I'm betting the short
          money. . .

     Behind Caspar we hear the clink of ice in the tumbler and a
     figure emerges from the shadows, walking away from the
     glowing bar in the backgound.

          . . . The sheeny knows I like sure things.  He's
          selling the information I fixed the fight.  Out-
          of-town money comes pourin' in.  The odds go
          straight to hell.  I don't know who he's sellin'
          it to, maybe the Los Angeles combine, I don't
          know.  The point is, Bernie ain't satisfied with
          the honest dollar he can make off the vig.  He
          ain't satisfied with the business I do on his
          book.  He's sellin' tips on how I bet, and that
          means part of the payoff that should be ridin' on
          my hip is ridin' on someone else's.  So back we
          go to these questions--friendship, character,
          ethics.

     The man with the whiskey glass has just passed the camera
     and we cut to the:


<b>     REVERSE
</b>
     Another well dressed, middle aged man, behind a large
     polished oak desk, listening intently.  This is Leo.  He is
     short but powerfully built, with the face of a man who has
     seen things.

     The man with the whiskey enters frame and passes Leo to
     lean against the wall behind him, where he listens quietly.

                           Caspar
          . . . So its clear what I'm sayin'?

                           Leo
          Clear as mud.

     Caspar purses his lips but continues unfazed.

                           Caspar
          It's a wrong situation.  It's gettin' so a
          businessman can't expect no return from a fixed
          fight.  Now if you can't trust a fix, what <u>can</u>
          you trust?  For a good return you gotta go
          bettin' on chance, and then you're back with
          anarchy.  Right back inna jungle.  On account of
          the breakdown of ethics.  That's why ethics is
          important.  It's the grease makes us get along,
          what separates us from the animals, beasts a
          burden, beasts a prey.  Ethics.  Whereas Bernie
          Bernheim is a horse of a different color ethics-
          wise.  As in, he ain't got any.  He's stealin'
          from me plain and simple.

     Leo leans back in his chair.

     The man behind Leo raises the whiskey glass to his lips.

     He is trimmer and younger than Leo, perhaps in his thir-
     ties, dark-complected, with a pencil mustache and a gaunt
     intensity that is not entirely healthy-looking.  This is
     Tom.

     As he drinks, he studies Caspar and Bluepoint.

                           Leo
          You sure it's Bernie, selling you out?

     For the first time the man behind Caspar speaks:

                           Bluepoint
          It ain't elves.

                           Leo
          Nobody else knows about the fix?

                           Caspar
          No one that ain't got ethics.

                           Leo
          What about the fighters you pay to tank out?

                           Bluepoint
          We only pick fighters we can put the fear of God
          in.

                           Leo
          Any other bookies know?  You play anyone else's
          book?

                           Caspar
          I lay an occasional bet with Mink Larouie.

                           Bluepoint
          But it ain't Mink, I'll vouch for that.

                           Leo
          How do you know?

     Caspar shakes his head.

                           Caspar
          It ain't Mink.  Mink is Bluepoint's boy.

                           Leo
          Mm.  And of course, Bluepoint always knows about
          the fix.

                           Bluepoint
          What the hell is that supposed to mean?

                           Leo
          Let it drift.  All it means is a lot of people
          know.

                           Caspar
          I guess you ain't been listening.  Sure other
          people know.  That's why we gotta go to this
          question of character, determine just who exactly
          is chiseling in an my fix.  And that's how we
          know it's Bernie Bernheim.  The Motzah Kid.
          'Cause ethically, he's kinda shaky.

                           Leo
          You know Bernie's chiseling you because he's a
          chiseler.  And you know he's a chiseler because
          he's chiseling you.

     Airily:

                           Caspar
          Sometimes you just know.

                           Leo
          . . . So you wanna kill him.

                           Bluepoint
          For starters.



     Leo nods, thinking.  He swivels to look interrogatively at
     Tom.

     Tom gives an almost imperceptable shrug.  The ice cubes in
     his glass clink.

     Leo turns back to Caspar, pauses.

                           Leo
          . . . Sorry, Caspar.  Bernie pays me for protec-
          tion.


     Tom, peering over his drink, does not entirely conceal his
     surprise.

     Caspar stares at Leo, his mouth open.  It is not the
     response he expected.

                           Caspar
          . . . Listen, Leo, I ain't askin, for permission.
          I'm tellin' you as a courtesy.  I need to do this
          thing, so it's gonna get done.

                           Leo
          Then I'm telling you as a courtesy that you'll
          have trouble.  You came here to see if I'd kick
          if you killed Bernie.  Well there's your answer.

     Caspar's voice is harder:

                           Caspar
          Listen Leo, I pay off to you every month like a
          greengrocer--a lot more than the Motzah--and I'm
          sick a gettin' the high hat--

                           Leo
          You pay off for protection, just like everyone
          else.  Far as I know--and what I don't know in
          this town ain't worth knowing--the cops haven't
          closed any of your dives and the O.A. hasn't
          touched any of your rackets.  You haven't bought
          any license to kill bookies and today I ain't
          selling any.  Now take your flunky and dangle.

     Caspar is staring at Leo.  He looks at Tom, then rises
     slowly to his feet.  Back at Leo:

                           Caspar
          Ya know I'm tryin'. . . I'm tryin not to raise my
          voice in anga.  I've always gone along to get
          along.  But you make me lay off the Matzoh and
          you're givin' me the needle.  I told you the
          sheeny was robbin' me blind, I told you I wanna
          put him in the ground and I'm telling you now I'm
          sick a the high hat.

     He swipes his hat from Bluepoint.

          . . . You think I'm some guinea fresh off the
          boat and you think you can kick me.  But I'm too
          big for that now.

     He puts his hands on the desk and leans towards Leo.
     The cords stand out on his ndck.

          I'm sick-of takin' the strap from you, Leo.  I'm
          sick a marchin' down to this goddamn office to
          kiss your Irish ass and I'M SICK A THE HIGH HAT!

     Caspar stops, out of breath.  He is red faced and panting.
     Bluepoint has put a gently restraining hand an his shoul-
     der.

     Leo and Tom stare at Caspar impasssively.

     After a beat Caspar shuts his mouth.  His eyes lose some of
     their glaze.  He looks at Bluepoint's hand, turns and
     strides towards the door.

                           Caspar
          . . . Youse fuckin' fancy-pants, all of ya.

     He opens the docr, but Leo's voice stops him.

                           Leo
                        (softly)
          Johnny.  You're exactly as big as I let you be
          and no bigger and don't forget it.  Ever.

     Caspar looks at Lea from the open doorway.  After a beat he
     chuckles.

                           Caspar
          Ats right, Leo, you're the big-shot around here.

     He dances over at Tom again, then back to Leo:

          . . . And I'm just some schnook likes to get
          slapped around.

     He leaves, Bluepoint following, shutting the door.

     After a beat Tom crosses in front of the desk and sits down
     in the chair Caspar has just vacated.  Leo chuckles and
     leans back in his chair.

                           Leo
          Twist a pig's ear.  Watch him squeal.

     Tom swallows the last of his drink and stares ruminatively
     down at his glass.

                           Tom
          . . . Bad play, Leo.

     Leo, unfazed, grins at Tom.

                           Leo
          Got up on the wrong side, huh?

                           Tom
          Same side as always.

                           Leo
          That's what I mean.  Still owe money to--who's
          your bookie?  Lazarre? 

                           Tom
          Mm.

                           Leo
          I could put it right for you.

                           Tom
          Thanxs Leo, I don't need it.

                           Leo
          In a pig's eye.  You haven't played a winner in
          six weeks.  People'll speak ill of me if I let
          him break your legs.

     Tom grins back, for the first time.

                           Tom
          People'll say I had it coming.

                           Leo
          And they'll be right, but that ain't the point.
          Call me a big-hearted slob, but I'm gonna square
          it for ya.

     He picks up a phone on his desk and starts to dial.

          . . . Yeah, I think I'll do that, this very same
          night.  Looking at you moping around takes away
          all my . . . What did you call it?  Joy de veever.

     Tom stands and walks over to the desk.

                           Tom
          Joi de vivre.

     He takes the receiver from Leo and prongs the phone.

                           Leo
          Well look, if your gonna laugh at me, the hell
          with you.

     Tom walks to the door, putting an his hat.

                           Tom
          And with you.  I'll square myself with Lazarre if
          you don't mind.  Thats why God invented cards.

     He pauses in the doorway and turns back to Leo.

          . . . There is something you can do for me.

                           Leo
          Name it.

                           Tom
          Think about what protecting Bernie gets us.
          Think about what offending Caspar loses us.

     Leo chuckles good-naturedly.

                           Leo
          Come on, Tommy, you know I don't like to think.

     Tom has stepped into the hallway and, just as he closes the
     door:

                           Tom
          Yeah.  Well, think about whether you should start.

     The door clicks shut.

<b>     CUT TO BLACK
</b>


<b>2.   FADE IN:
</b><b>     THE WOODS   CREDIT SEQUENCE
</b>
     Although it is day, the tree cover gives an effect of
     almost cathedral-like darkness.  The sun filters down
     through the leaves in gently shifting patterns.

     We hear only the sound of the wind and the creaking and
     groaning of tree limbs in the breeze.

     Head titles are supered over the dissolving series of woods
     scenes.

     In the last woods scene the angle is low--almost ground-
     level.  The sun dapples the floor of the forest, which is
     carpeted with pine needles.

     With a whoosh of rustling leaves the wind gusts a fedora
     into frame.  For a moment it lies still in the foreground,
     sunlight rippling over it, making it seem almost alive.
     Then the wind picks up again and the hat tumbles away from
     us, end over end, in slow motion into the background,
     impossibly far away until . . . it dissappears.

     As we fade out, we hear a distant knocking.


<b>3.   FADE IN:
</b><b>     CLOSE SHOT   TOM
</b>
     Unshaven, eyes closed, motionless.

     The head credits continue over this one-shot scene.

     The knocking continues, faintly, offscreen.  As we hear a
     door opening we pull back to a looser shot, revealinq that
     Tom is slumped back on a tired green sofa.

     A fat hand enters to shake Tom's shoulder.

                           Voice
          Wake up, Tommy.

     Without ocening his eyes:

                           Tom
          I'm awake.

                           Voice
          You're eyes were shut.

                           Tom
          Who're you gonna believe?

     Tom sits up, though it seems like an effort.  He looks
     sick.

     From a small mirror behind the couch we see that we are in
     the back room of a gambling establishment.  The leavings of
     a card game litter a table in the middle background.

                           Tom
          . . . How'd I do?

                           Voice
          What do you think.  You're a millionaire.  You
          gonna remember your friends?

     Tom reaches up to feel his head, and looks stupidly about.

                           Tom
          . . . Where's my hat?

                           Voice
          You bet it, ya moron.  Good thing the game broke
          up before you bet your shorts.

     After a beat of staring at nothing in particular, Tom
     abruptly lurches to his feet and staggers out of frame.

     The other man sits heavily onto the couch that Tom has just
     vacated.  He is Fat Tony, a big man wearing an apron.

     He watches as we hear Tom, offscreen, staggering across the
     room, bumping into something which scrapes and then
     clatters over, opening a door, staggering across tile, and
     then vomiting.

     Fat Tony watches with mild interest.

     Finally:

                           Tom's Voice
          . . . Who left with my hat?

                           Tony
          Verna.  Verna and Mink.

                           Tom
          . . . Who?

     Louder:

                           Tony
          Mink and Verna.

     Offscreen we hear a tap running.

                           Tom
          . . . Thunderclap running tonight?

                           Tony
          Yeah.

                           Tom
          What's she leave at?

                           Tony
          Three-to-one, more'n likely.  Lay off, Tom.  You
          shouldn't go deeper in the hole.

                           Tom
          Tell Lazarre I want five hundred on the nose.

     Tony shrugs.

                           Tony
          You would have it.

                           Tom
          . . . Somebody hit me?

                           Tony
          Yeah.  Mink hit you.

                           Tom
          . . . Whyzat?

     Tony inspects a hangnail on his thumb.

                           Tony
          You asked him to.



<b>4.   CUT TO:
</b><b>     A HALLWAY
</b>
     A loose shot looking over Tom's shoulder as he knocks on an 
     partment door.  Head credits continue.

     The door swings open and Verna, an attractive but hard-
     looking woman in her late twenties or early thirties looks
     coldly out at Tom.

                           Tom
                  (still slightly woozy)
          Miss me?

                           Verna
          You again.  What now?

                           Tom
          I want my hat.

                           Verna
          . . . Is that all you came for?

                           Tom
          Yeah.  I want my hat.

                           Verna
          I won it.  It's mine.

                           Tom
          What're <u>you</u> gonna do with it?

                           Verna
          Drop dead.

     She slams the door.

     There is a long, motionless beat.  Tom raises his hand and
     knocks again, missing the door completely on his first try.

     After a knock or two the door swings open again.

                           Tom
          I need a drink.

                           Verna
          Why didn't you say so.

     She steps away from the door and Tom enters the apartment.
     As the door clicks shut we cut to black, and the last of
     the movie's head credits.

     Music clays under the credits, mixed in with the woods
     sounds we heard earlier.  As the last of the credits is
     fading to black we hear a distant knocking, and from black
     we:



<b>5.   CUT TO:
</b><b>     CLOSE SHOT   A FEDORA
</b>
     Lying on a marble bureau top in a dark room.  A gently
     rippling cookie plays over it--light from a streetlamp
     thrown through a curtained window.  Reflected in the bureau
     mirror behind the fedora we see the soft glow of a burning
     cigarette.


<b>     REVERSE
</b>
     Tracking in on Tom, sitting in bed, smoking, staring at the
     bureau.  The rippling street light plays over him from the
     window.  We hear a distant knocking.


<b>     WIDER
</b>
     The bedroom, as Tom swings his legs around and gets out of
     bed.

     Tom throws on a dressing gown and leaves the bedroom
     through its double oak pocket doors, closing the doors
     behind him.


<b>6.   LIVING ROOM
</b>
     Also dark, lit only by streetlight filtering in.

     The knocking is louder here.  Tom crosses the room,
     silhouetted against the windows, to the apartment's front
     door.  Light fans in as he opens it.

     Shiftng uncomfortably in the hallway is Leo, in an
     overcoat and fedora.

                           Leo
          'Lo, Tommy.  Sorry about the hour.

                           Tom
          I'll live.  What's the rumpus?

                           Leo
          Can i come in?

     Tom thinks about this for the slightest beat.

                           Tom
          Sure.

     He lets Leo precede him into the living room.

     Tom turns on a lamp that sits on a rolling bar.

          . . . Drink?

                           Leo
          I wouldn't mind. . . I tried calling earlier.

                           Tom
          I got home late.

     As Tom sits down facing Leo with two drinks:

                           Leo
          Well. . . Sorry about the hour.

                           Tom
          Uh-huh.

     He waits, with no apparent impatience.

     The older man is uncomfortable; he is having trouble
     finding the words.  Finally he lifts his glass and swallows
     it in one gulp.

                           Leo
          . . . Not bad. . .

                           Tom
          Better than the paint we sell at the club.

                           Leo
          That it is. . . That it is. . .

                           Tom
          Thought about cutting Bernie loose?

     Leo is shuffling his hat nervously from hand to hand.

                           Leo
          Can't do it, Tommy, can't do it. . . That's sort
          of why I'm. . . Tommy. . . I don't know where
          Verna is.

     Tom fixes him with a level stare, then takes a sip of his
     drink.

                           Tom
          Uh-huh.

                           Leo
          I know what you're thinking:  What else is new?
          But the situation now, I'm worried. . .

     Tom blows out air.

                           Tom
          Verna can take care of herself.  Maybe better
          than you can.

                           Leo
          What does that mean?

     Tom stands up, takes Leo's glass and walks back over to the
     bar.

                           Tom
          Want another?

                           Leo
          No.  What does that mean?

     Tom turns to look at Leo, pauses, then decides to speak:

                           Tom
          How far has she got her hooks into you?

                           Leo
          That's a hell of a question.

                           Tom
          It's a grift, Leo.  If she didn't need you to
          protect her brother from Johnny Caspar, d'you
          think she'd still go with you on slow carriage
          rides through the park?  That is the deal, isn't
          it?  You keep Bernie under wraps 'till Caspar
          cools down?

                           Leo
          Jesus but you're a prickly pear.  What's wrong
          with her wanting her brother taken care of?

                           Tom
          Not a thing.  I don't blame <u>her</u>.  She sees the
          angle--which is you--and she plays it.  She's a
          grifter, just like her brother.  They probably
          had grifter parents and grifter grandparents and
          someday they'll each spawn little grifter kids--

                           Leo
          Stop it, Tommy.  I don't like to hear my friends
          run down.  Even by other friends.

     Tom shrugs.

                           Tom
          Friendship's got nothing to do with it.

                           Leo
          The hell you say.  You do anything to help your
          friends.  Just like you do anything to kick your
          enemies.

                           Tom
          Wrong, Leo.  You do things for a reason.

                           Leo
          Okay, Tom, you know the angles--Christ, better
          than anybody.  But you're wrong about this.  You
          don't know what's in Verna's heart. . .

     Tom stares down into his drink.  There is an awkward pause.
     Then finally, without looking up:

                           Tom
          Leo, throw her down.  And her brother, too. Dump
          her.

     Leo looks like he has just been stepped on.

                           Leo
          Jesus, Tom. . . Verna's okay. . .

     He nods to himself.

          She's a little wild, but she's okay.  I
          like her.

     Tom smiles.

                           Tom
          Yeah, you like her.  Like the Kaiser likes
          cabbage.  You're dizzy for her.

     Leo scowls at Tom.

                           Leo
          What of it?  Jesus, Tom, ain't you ever been bit
          by that bug?

                           Tom
          Leo, if she's such an angel, why are you looking
          for her at four in the morning?

     Leo digs his hands into his pockets and slouches back,
     profoundly embarassed.

                           Leo
          I put a tail on her this afternoon.

                           Tom
          Hah!

                           Leo
          Yeah, I asked Rug Daniels to follow her around--
          just, you know, just to keep her out of trouble.

                           Tom
          And to tell you what trouble she was managing to
          whip up herself.

                           Leo
          It wasn't to spy, Tom; I was worried.  After that
          meeting with Caspar, well--you can't be too
          careful.

                           Tom
          Uh-huh.  And what did Rug tell you that has you
          scurrying over here?

                           Leo
          That's just it.  Nothing.  He's disappeared.

     Tom laughs humorlessly.

                           Tom
          So you've lost your ladyfriend <u>and</u> the tail you
          put an her.

                           Leo
          I guess it does sound pretty sorry at that. . .

     He looks from his empty glass up to Tom.

          . . . Help me out, Tom.  I wouldn't know where to
          start looking.  You know Rug's crowd, you know
          the people Verna runs with.  I'm just worried
          now, with things the way they are between me and
          Caspar--

     Tom gives a wave of disgust.

                           Tom
          You shouldn't be confronting Johnny Caspar, it's
          what I've been trying to tell you.  You can't
          trade body blows with him.  He's gotten too
          strong.

     For the first time Leo displays some testiness:

                           Leo
          I reckon I can still trade body blows with any
          man in this town. . .

     He sighs, looks back down at his drink.

          . . . Except you, Tom.

                           Tom
          And Verna.

     Leo smiles good-naturedly.

                           Leo
          Okay, give me the needle.  I <u>am</u> a sap, I deserve
          it. . .

     He stands and walks to the door.

     Tom doesn't move.  His eyes remain fixed on the chair Leo
     has just vacated.

     Leo pauses in the open doorway.

          . . . Thanks for the drink.  Let me know if you
          hear anything. . .

     The door closes and he is gone.

     Tom grimaces and stands up.  Sunlight is just starting to
     come in through the windows, defining for the first time
     the corners of the large semi-circular room as Tom walks
     across it to the bedroom.  Distant early-morning traffic
     noise is filtering up from the street.


<b>7.   INT  BEDROOM
</b>
     As Tom opens the double oak doors and enters, leaving them
     open.

     He crosses to the bed and sits an its edge, hunched
     forward, thinking.  Behind him, a woman stirs.

                           Woman
                        (sleepily)
          Who was that?

                           Tom
          Leo. . .

     He takes a cigarette from the nightstand and lights it.

          . . . He's looking for you.

     Verna stiffens.

                           Verna
          Did you tell him I was here?

                           Tom
          No.

     Verna relaxes.

                           Verna
          Did you put in a good word for my brother?

                           Tom
          No.

                           Verna
          You said you would.

                           Tom
          . . . I said I'd think about it.

                           Verna
          What <u>did</u> you tell him?

     Tom is lost in thought.  He exhales smoke.

                           Tom
          . . . Did you see Rug Daniels last night?

                           Verna
          No.  What did you tell Leo?

     Tom finally turns to face her.  After looking at her for a
     beat:

                           Tom
          . . . I told him you were a tramp and he should
          dump you.

     A shoe flies past his head and hits the wall behind him.

                           Verna
          You're a son of a bitch, Tom.



<b>7.   EXT  ALLEYWAY   EARLY MORNING
</b>
     We are on an extreme close shot of a small dog.  Behind
     him, in the distance, we can see the mouth of the alley.

     The dog is on point, perfectly still, one front leg crooked
     and raised off the ground, his ears pointed straight up,
     his eyes in a fixed stare.


<b>     A MAN
</b>
     is slouched, half-sitting, against the wall of the alley.
     He is motionless.  His mouth is agape.  His eyes are rolled
     up in a lifeless stare.

     He is wearing an overcoat but it is unbuttoned and reveals
     a blood stain in the middle of his chest.  His fedora lies
     on the ground near one of his splayed hands.

     There is something subtly odd about his hair.


<b>     CLOSE SHOT   A LITTLE BOY
</b>
     Perhaps five years old.  He stares down at the dead man in
     front of him.


<b>     CLOSE SHOT   THE MAN
</b>
     Staring vacantly.


<b>     THE BOY
</b>
     After a moment, he reaches forward.


<b>     THE MAN
</b>
     As the boy's hand enters frame.  The boy pokes once at the
     man's shoulder.

     There is no reaction.

     The boy touches the top of the man's head.

     The man's hair slips forward a couple of inches over over his
     forehead.


<b>     THE BOY
</b>
     Staring.


<b>     THE MAN
</b>
     Also staring, his skewed hairpiece ill becoming his stunned
     expression.

     The boy reaches forward and takes the hairpiece off the
     man's head.  Now a bald man stares off into smace, still
     looking stunned, still quite dead.

<b>     WIDE SHOT   THE ALLEY
</b>
     The dead man and the little bov face each other in profile
     in the middle foreground.  In the background, between them,
     the little boy's dog faces us, still on point, still
     whining.

     The little boy is fascinated by the hairpiece he holds.  He
     turns it over and around, and looks from it to the dead
     man.

     Suddenly the boy turns and runs, away from us, towards the
     mouth of the alley, still clutching the hairpiece.

     As he passes the dog it turns and runs after him, wagging
     its tail, happy to be leaving.

<b>     FADE OUT
</b>


<b>9.   FADE IN:
</b><b>     INT   DINER EVENING
</b>
     A man sits facing us at the counter in the foreground.  His
     face is hidden by the newspaper he is reading.

     The page of the newspaper being presented to the camera
     bears a story headlined:  GANGSTER SLAIN.  The subhead:
     Politician's &quot;Aide&quot; Found Dead in Alley.

     After a beat the diner drops the paper to the counter, and
     we see that it is Tom, wearing overcoat and hat.  He is
     grimacing at whatever he was reading.  He stands and digs
     into his pocket.


<b>     REVERSE
</b>
     Looking down at the newspaper an the counter, next to a
     steaming cup of coffee.  Tom's hand enters to put some
     change on the counter, leaves, and we hear his receding
     footsteps.

     The headlined story on the page Tom was reading is:
<b>     THUNDERCLAP INJURED IN RACING MISHAP.
</b>


<b>10.  CUT TO:
</b><b>     TRACKING IN TO CLOSE SHOT   PLAQUE
</b>
     Set into the brick of a building's exterior, it reads:
     SHENANDOAH CLUB.  In script underneath: Members Only.



<b>11.  INT   THE CLUB   NIGHT
</b>
     Tracking towards the front door as Tom enters.  He puts his
     coat and hat on the check counter.

                           Tom
          Hello, Beryl--

     Her arm sweeps across frame to slap Tom hard.

                           Check Girl (off)
          Ain't you got a conscience?

     Tom stares dumbly.


<b>     ON BERYL
</b>
     A diminutive woman in a french maid's uniform with a pill
     box hat.  She rocks her weight on one leg with her hands
     proceed defiantly on her hips.

          . . . It's a little voice inside that tells you
          when you been a heel!

                           Tom
          Mine's been mum lately--what'd I do?

                           Beryl
          Stood me up is all.  Made me wait an hour and a
          half is all?  Or maybe you don't remember sayin'
          you'd pick me up after work last night.  I seen
          heels in my time, sure, plenty of 'em!  But none
          so low as couldn't tell me to my face when they
          was sick of me! . . .

     She throws a check number at him.

          . . . You know where you can stick it!



<b>12.  CUT TO:
</b><b>     TRACKING SHOT
</b>
     Pulling Tom as he walks across the gambling floor.  He is
     joined bv a nervous young man in a tuxedo.

                           Mink
          'Lo Tom.  What's the rumpus?

                           Tom
          Mink.

     Mink throws a glance back in the direction of the coat
     check.

                           Mink
          . . . I see you got your hat back.

                           Tom
          Yeah, what of it.

                           Mink
          Not a thing, Tommy.  I got not a thing to say.
          Listen, Bernie wants to see you.  It's important.

                           Tom
          Well I'm right here, and I'm not made of glass.

                           Mink
          Yeah, but he's nervous walkin' around in public.
          He's a right guy, but he's nervous, Tommy!  He's
          very nervous!  Who wouldn't be?!

     Tom looks at Mink for the first time.

                           Tom
          Mink--

                           Mink
          The spot he's in, who wouldn't be!  He asked me
          to ask you to ask Leo to take care of him.  You
          know, put in a good word with Leo.  Leo listens
          to you.  Not that Leo wouldn't help the Motzoh
          anyway!  A guy like Bernie?  A square gee like
          the Motzah!  A straight shooter like him?

                           Tom
          I don't get it, Mink--

                           Mink
          What's to get?!  It's as plain as the nose--

                           Tom
          I thought you were Bluepoint's sycophant.

                           Mink
          Yeah Tom, that's right.  But a guy can have more
          than one friend, can't he?  Not that I'd want
          Bluepoint to know about it, but a square gee like
          the Motzah?  He's a right guy, Tom!  He's a
          straight shooter!  I know he's got a mixed
          reputation, but for a sheeny he's got a lot a
          good qualities!

     Tom has reached the foot of a large staircase.  He turns to
     look at Mink with mild curiosity.

                           Tom
          Why should I care what happens to Bernie?

                           Mink
          C'mon Tom, you like Bernie dontcha?

                           Tom
          I don't like anybody, Mink, you know that.

                           Mink
          Well, you like his sister.

                           Tom
          What's that supposed to mean?

                           Mink
          Nothing, Tom.  If it ain't my business I got not
          a thing to say.

     Tom studies Mink for a beat.

                           Tom
          What's going an between you and Bernie?

                           Mink
          Nothin, Tom!  We're just friends--you know,
          amigos?

     He sics on his cigarette and looks nervously around the
     floor, then back at Tom, who stares coolly back.

                           Tom
          You're a fickle boy, Mink.  If Bluepoint found
          out you had another &quot;amigo&quot;--well, I don't peg
          him for the understanding type.

     Mink is startled.  In a high shrill voice, as Tom walks up
     the stairs, clutching his drink:

                           Mink
          Find out!?  How would he find out?!  Damnit Tom,
          me and you ain't even been talking!  Jesus Tom,
          damnit, Jesus!



<b>13.  INT   LEO'S OFFICE
</b>
     Pulling Tom as he enters the office.

                           Leo (off)
          'Lo, Tom.  You know O'Gar. . .


<b>     REVERSE
</b>
     Leo faces us from behind his desk.

     Seated in two chairs facing the desk, twisting around to
     greet Tom, are two men.  O'Gar is a large man wearing a
     police uniform.  Dale Levander wears a suit; a florid man
     with a shock of white hair, in his mid-sixties.

                            Leo
          . . . and the mayor.

                            Tom
          I ought to.  I voted for him six times last May.

     Levander chuckles.

                           Levander
          And that ain't the record, either.

     Tom is crossing to the bar.

                           Leo
          Verna turned up.  She's downstairs.

     Tom, his back to Leo as he pours a drink, stiffens.

                           Tom
          . . . She say where she'd been?

                           Leo
          No, I uh. . . didn't want to press her.  Hear
          about Rug?

     Drink in hand, Tom turns and crosses to perch an a corner
     of Leo's desk.

                           Tom
          Yeah, R.I.P.

                           Leo
          They took his hair, Tommy.  Jesus that's strange.
          Why would they do that?

                           Tom
          Maybe it was Injuns.

                           Leo
          Eye-ties, more like it.  Giovanni Casparro.

                           Tom
          So you figure it was Caspar bumped Rug?

     Leo, with a puzzled smile, glances at O'Gar and the mayor,
     and then back at Tom.

                           Leo
          . . . Well it's pretty obvious ain't it?

                           Tom
          Mm. . . So what's the plan?

                           Leo
          Jump on the guinea hard.  With both feet.

     He looks at the mayor who shifts uncomfortably in his seat.

          . . . Give him the low-down, Dale.

                           Mayor
          Yes, well. . . Leo here has just reminded us that
          Mr. Caspar operates several clubs in our city
          wherein the patrons imbibe of rum and play at
          games of chance.

     Morosely:

                           O'Gar
          And we're sunnosed to stop the party.

                           Tom
          Uh-huh. . .

     Looking at Leo, he jerks his head towards the two men.

          . . . They don't seem too happy about it, Leo.

                           O'Gar
          Naw, it ain't that, Tom.

                           Mayor
          Jesus, Tom!  We do as we're told!

     Tom ignores them.

                           Tom
          Maybe they're right not to like it.  Stirring up
          this hornets' nest won't be good for anyone.  And
          it'll mean killing.

                           Leo
          Well I'm not thrilled about it either, but I
          can't just lay down to Caspar.

                           Tom
          You could do worse.  You might not like it, but
          giving up Bernie Bernheim is a pretty small price
          to pay for peace.  Business is business and a
          war's going to hurt everybody.  Bernie plays with
          fire, he's got to deal with the consequences--
          even if that means he gets bumped off.

                           Leo
          Sweet Jesus, Tom, that ain't even the point
          anymore.  Caspar pooped Rug.  The day I back down
          from a fight, Caspar is welcome to the rackets,
          this town, and my place at the table.  I didn't
          start this thing, but--

     Tom's voice is sharp:

                           Tom
          You <u>did</u> start it--you and Verna--

     The mayor has risen to his feet.  Uncomfortably:

                           Mayor
          We can dangle, Leo, if you'd prefer.

                           Leo
          Siddown Dale, we're all friends here.

                           Tom
          --and Caspar hasn't broken the rules, Bernie has-
          -and you too, by helping him.  And if that isn't
          enough, consider that if you make it a war, you
          have more to lose than Caspar.

     Leo is getting up from behind the desk and walking over to
     stare out the window.

                           Leo
          Okay, but more to beat him with.  Jesus, Tom, the
          two of us've faced worse odds.

                           Tom
          But never without reason.  It helps to have one.

     Leo doesn't reply.  Tom is irritated, but shrugs indif-
     ference.

          . . . Well, it's your call.

     He gets to his feet and starts for the door.

          . . . My opinion use to count for something
          around here, but it's always yours to take or
          leave.

     Leo has turned from the window and is striding after Tom,
     gesturing appologetically.

                           Leo
          Aw, c'mon Tommy.  Its not like that. . .

     The door clicks shut.

          . . . Goddamnit.  Goddamn kid is just like a
          twist.



<b>14.  CUT TO:
</b><b>     FAT TONY
</b>
     Tending the downstairs bar as Tom stalks over.

                           Tom
          Gimme a stiff one.

                           Tony
          No small talk, huh?  They shoot vour nag?

     Tony has finished pouring a shot of whiskey which Tom
     immediately knocks back.

                           Tom
          If there's any justice.  Verna around?

                           Tony
          She stepped into the ladies, room.  You got
          Lazarre's five hundred?

                           Tom
          He'll have to carry me for a few days.

     Tom is pouring himself another drink.

                           Tony
          He ain't gonna like that.  Couldn't, you get it
          from Leo?

     Tom is irritated:

                           Tom
          It's not Leo's debt.  I'll pay my own way.

                           Tony
          I admire a man of principle.  Does this go on the
          tab?

     Drink in hand, Tom is already walking away.



<b>15.  INT   LADIES' LOUNGE
</b>
     As Tom bangs through the door, still carelessly holding his
     tumbler of whiskey.  A rogue lock of hair hangs down over
     his forehead.

                           Tom
          Close your eyes, ladies, I'm coming through.


<b>     REVERSE
</b>
     The hubbub of female voices evaporates as all turn to look
     at the male intruder.

     The lounge's decor is done in various shades of pink.  Some
     of the women apply make-up facing the large bulb-encircled
     mirrors on overstuffed seashell shaped pink chairs.  Other
     women sit, smoking, in the banquettes that line the other
     wall.

     All react to Tom's entrance with surprise mixed with
     various degrees of outrage, and they hurry to gather their
     things and leave.  The one exception is Verna, who looks at
     Tom with unperturbed distaste.

     As he crosses to her seashell chair:

                           Tom
          Who's the warpaint for?

                           Verna
          Go home and dry out.

                           Tom
          You don't need it for Leo, believe me.  He
          already thinks you're the original Miss Jesus.

     She glances hurriedly around the lounge, but the last of
     the women are already leaving.

                           Verna
          . . . What the hell's the matter with you?

                           Tom
          What's the matter with you?  Afraid people might
          get the right idea?

     Verna studies him for a beat.

                           Verna
          Leo's got the right idea.  I like him, he's
          honest and he's got a heart.

     Tom weaves a couple of steps closer to her.

                           Tom
          Then its true what they say.  Opposites attract.

                           Verna
          Do me a favor and mind your own business.

     She turns back to the mirror and starts applying her
     lipstick.  Tom drops down to face her in the mirror.

                           Tom
          This is my business.  Intimidating helpless women is
          part of what I do.

                           Verna
          Then find one and intimidate her.

     Tom swallows the rest of his drink in one gulp.

                           Tom
          Leo's upstairs getting ready to shoot himself in
          the foot on your account.

                           Verna
          I don't know what you're talking about.

                           Tom
          He's gonna go to the mat for your brother.  And
          it's gonna hurt him.

                           Verna
          I don't know Leo's business, but he's a big boy.

                           Tom
          He used to be.

     Verna causes with the lipstick.  She looks at Tom intently
     but her tone softens.

                           Verna
          Look.  What do you want, Tom?  You want me to
          pretend I don't care what happens to Bernie?
          Well I do.  He's my brother and I don't want him
          to get hurt.  If Leo wants to help him out I'll
          step out with him, show him a good time in
          return.  There's no harm in that.

                           Tom
          There's a name for that kind of business arrange-
          ment.

                           Verna
          I'll do what I have to for Bernie and there's no
          reason for you to try and queer that.  Regardless
          of what you think of me, Bernie's a decent guy.

                           Tom
          A straight shooter, huh?  A square gee?

                           Verna
          Yeah, sneer at him like everyone else.  Just
          because he's different.  People think he's a
          degenerate.  People think he's scum.  Well he's
          not.

                           Tom
          Poor misunderstood Bernie.

     Verna swivels around to stare quizzically at Tom.

                           Verna
          . . . What is this about?  You want me to stop
          seeing Leo . . . Why don't you just say so?

                           Tom
          I want you to quit spinning Leo in circles and
          pointing him where to go.

                           Verna
          I forgot--that's <u>your</u> job, isn't it?

                           Tom
          <u>I'll</u> do what I have to to protect Leo.  I'm
          asking you--politely, for me--to leave him alone.
          I don't <u>have</u> to ask.  If I told him about our
          little dance last night, your pull would dry up
          pretty fast.

     Now Verna is irritated:

                           Verna
          So would yours.  I don't like being threatened.

                           Tom
          I don't like being played for a sucker.  That
          game might work with Leo but it won't work with
          me.

                           Verna
          You think last night was just more campaigning
          for my brother?

                           Tom
          I can see the angles. . .

     He grabs her by the arm and drags her roughly to her feet.

          . . . And I know if there was a market for little
          old ladies, you'd have Grandma Bernheim first on
          line.

                           Verna
               (struggling to get out of his grasp)
          You're a pathetic rumhead.

                           Tom
          And I love you, Angel.

     Tom takes her hat off, tosses it onto the chair, and kisses
     her roughly on the lips.

     Verna breaks away and socks him on the jaw.  Tom staggers
     back, upsetting a table of toiletries and landing against a
     banquette.

     He throws his empty whiskey glass at Verna.

     She ducks and it smashes into the mirror.

     They stand staring at each other for a beat, breathing
     hard.  Tom has a smear of lipstick near one side of his
     mouth.

     Finally:

                           Verna.
          . . . I suppose you think you've raised hell.

     She picks up her stole and heads for the door.

     Tom stands staring at her back, swaying, ever so slightly.

                           Tom
          Sister, when T've raised hell you'll know it.



<b>16.  CUT TO:
</b><b>     INT   TOM'S APARTMENT
</b>
     A wide shot, facing the semi-circular windows, the door of
     the apartment behind us.  A large easy chair in the middle
     foreground faces away from us: a smaller chair is at the
     window end of the room, facing us.

     At the cut we hear the ringing of the telephone.

     Offscreen we can hear the unhurried scrape of a key in the
     lock, then the door opening, then the door closing.

     Tom's back enters frame as he strolls into the room and
     then disappears briefly through an open doorway to the
     right.  We hear an icebox door opening and closing, and
     then Tom reenters again, still not reacting to the insis-
     tently ringing phone.  He is now holding a balled-up towel.

     He walks over to the facing chair at the window end of the
     room, shrugs off his overcoat, drapes it on the chair,
     sits, crosses his legs, takes off his hat, tosses it onto
     the upraised toes of his crossed leg, tilts his head back,
     and presses the towel against his forehead--apparently it
     is an icepack.

     We are beginning to track slowly towards him.

     After a beat he takes out a cigarette, lights it, and
     reaches back for the phone that refuses to stop ringing.

                           Tom
          Yeah. . .

     He casually looks forward, just off to one side, at a
     specific point in space.  He does not react to whatever he
     is hearing.

          . . . I need a couple days. . . Because I don't
          have it now. . .

     We are almost in close shot now.  His gaze is still fixed
     and emotionless.

          . . . Because I say so. . . What would be good
          enough?. . . Well, if it'll make him feel any
          better, tell Lazarre he can send someone by to
          break my legs.  I won't squawk.

     He prongs the earpiece, still looking off.  The track has
     stopped in close shot.  He exhales a stream of smoke, then
     after a beat:

          . . . 'Lo, Bernie.


<b>     REVERSE
</b>
     Slouched in a chair, in the corner of the room, facing Tom,
     is Bernie Bernheim.  He is about thirty and wears his
     overcoat and hat and a good-natured smile.  He holds an
     apple in one hand and a paring knife in the other.  The
     long peel of the apple corkscrews down off the knife.

                           Bernie
          'Lo, Tom.  What's the rumpus?

                           Tom
          C'mon in, make yourself at home.

                           Bernie
          Yeah, you weren't here so I thought I'd do that.
          Didn't wanna answer the phone, though.  Figured
          it wasn't for me.

                           Tom
          Uh-huh.

     After a silent beat, Bernie chuckles.

                           Bernie
          . . . I get it, get to the point, huh?  Okay.
          The point is: I'm a good guy.

                           Tom
          I've heard that from a lot of people today.

     Bernie slices off an apple section and holds it out to Tom,
     who shakes his head.

                           Bernie
          Good guy, lot of friends--that's the way it
          works.  Maybe if you appreciated me a little
          more, you wouldn't be making waves with Leo.

     He pops the slice in his mouth.

          It's a bad time to be doing that.  I mean, right
          now we're both in a jam.  I hear you're on a bad
          streak, short of funds, and I've got that
          psychotic guinea mad at me.  Don't ask me why;
          I'm just a small-timer trying to get by, like
          everyone else.  I need help from my friends.
          Like Leo.  And you.

                           Tom
          Leo gets your sister, what're you selling me?

                           Bernie
          C'mon Tom, its not like that at all.  Wasn't
          my idea.  She'll sleep with anyone, you know
          that.  She's even tried to teach me a thing or
          two about bed artistry.  Can you believe that--my
          own sister!  Some crackpot idea about saving me
          from my friends. . .

     Bernie laughs pleasantly.

          She's a sick twist all right.  I guess some
          guys like that.

                           Tom
          She speaks highly of you.

     Bernie shrugs.

                           Bernie
          Yeah, well, you stick by your family.  The point
          is, I can help you with your debts if that would
          make us friends.  My motto is, a guy can't have
          too many.  Big payday Saturday, Tom.  You could
          be in on it.

     For the first time, Tom is interested.

                           Tom
          Another fix?  Which fight?

                           Bernie
          Well that's confidential at the moment.  But it
          doesn't have to stay that way.

     Tom gives Bernie a speculative eye.

                           Tom
          How d'you know about it?  Caspar isn't laying any
          more bets with you.

                           Bernie
          Mm.

     Tom gives a humorless smile.

                           Tom
          . . . You must really have Mink jumping through
          hoops.

     Bernie is getting to his feet wiping the knife blade on his
     coat.

                           Bernie
          Like I say, you can't have too many.

     He pauses at the open door, looks up and down the hall and
     turns to look at Tom.

          . . . We got a deal?

                           Tom
          . . . I'll think about it.

     On his way out:

                           Bernie
          I wouldn't want it any other way.

     On the click of the door latch we cut to:



<b>17.  STREET   DAY
</b>
     Pulling Tom along the sidewalk.

                           Tom
          Cud. . .

     He is calling out to a short rail-like man lounging against
     a building who joins him as he walks.  Cud has small sharp
     features except for one cheek, which is hugely distended by
     a wad of chewing tobacco.

          . . . My credit still good with you?

     Cud gives a so-so flutter of his hand.

          . . . Give me a hundred across on Tailor Maid in
          the third tonight.

     Cud shakes his head.

                           Cud
          Lazarre won't like it.

                           Tom
          Try fifty across.

     Cud shrugs.

                           Cud
          I'll try.  That'll make another one-fifty you owe
          him.

                           Tom
          Only if I lose, Cud.

                           Cud
          Tommy, the way you're goin'--horses got knees?

                           Tom
          I dunno.  Fetlocks.

                           Cud
          Well the way you're goin', if I was a horse I'd
          be down on my fetlocks prayin' you don't bet on
          me.

     Another man, a huge man, has walked up to flank Tom's other
     side.  This is Frankie.

                           Frankie
          Drift, small guy.

                           Cud
          Drop dead, ape.

                           Frankie
          C'mon Tom, my boss wants to see you.  He didn't
          have time to engrave nothin' formal.

     Cud starts to fade away.

                           Cud
          I'll see you later, Tommy.  I gotta go spit.



<b>18.  INT   ROOM
</b>
     It is a large room with a couple of card tables, straight-
     backed chairs, a ratty sofa--a sparsely furnished card room
     off the main floor of a club.

     At the cut we are tracking behind Tom into the room as
     Frankie and Tic-Tac, a small ferret-faced-man, escort him
     in.  We hear a woman's voice speaking rapid-fire Italian.

     Bluepoint is sitting on the couch, wearing his overcoat and
     his hat pushed back an his forehead.

     Sitting at one of the card tables is Caspar.  With him is
     his wife, a short, very round Italian woman, and his son,
     Johnny Jr.  Johnny Jr., about five years old, is also very
     round.  He wears a suit with short pants that reveal
     dimpled knees.

     Bluepoint, an the couch, is watching the domestic scene
     without any particular warmth.

                           Caspar
          Whaddya mean he's eatin' too much?  Whadduz the
          goddamn doctor know?

     He turns to the little boy.

          . . . What you eat for lunch?

                           Johnny Jr.
          A hot dog.

                           Caspar
          Just a hot dog?

     The boy shakes his head.

                           Johnny Jr.
          A hot dog and mustard.

     Caspar throws his head back and roars with laughter.

                           Caspar
          A hot dog with mustard!  A hot dog with mustard!
          You hear that, Bluepoint!  The kids as smart as a
          whip!  Even Uncle Bluepoint thinks that's funny.

     Bluenpoint's face is a solem mask.

          . . . Whadduz the goddamn doctor know!

     Caspar wipes away tears of mirth and digs in his pocket
     with his left hand.  Extending two closed fists towards the
     boy:

          . . . G'head, which hand is the penny in?

     The boy touches his right fist.

          . . . Choose again.

     The boy just looks at him.

          . . . Okay, here ya go.  Take the penny.  Shiny
          new penny.

     To his wife.

          . . . Take the kid.  Wait in the car.  Give'm
          a penny, boys.

     Tic-Tac and Frankie dig in their pockets for change as the
     boy and his mother cross to the door.

                           Frankie
          I ain't got a penny, boss.

     Caspar has turned his attention to a check book that lies
     on the table in front of him.  As he writes:

                           Caspar
          Ah, well, that's a penny ya owe him.  'Lo Tom,
          what's the rumpus?  You like kids?

                           Tom
          No.

     Absently:

                           Caspar
          Uh-huh.  Have a seat.  G'ahead.

     He tears out the check.

          . . . Well, you're missin' out on a complete
          life.  I know, kids, big deal, but still, I'm
          tellin' ya.

     He blows on the check.

          . . . Anyway. . . Thanks for comin' by.  I just
          wrote this check out to your bookmaker, Lazarre.
          It's for an even fifteen hundred, which is more
          than I hear you owe him but I figure you can
          always use some money on the cuff, a high roller
          such as yaself whaddya say?

                           Tom
          . . . Thanks.

     Caspar laughs.

                           Caspar
          Always the yapper, huh?  Well, you're welcome.
          You wanna know why I'm putting you square with
          Lazarre?

                           Tom
          Not particularly.

                           Caspar
          Bad feeling.  It ain't a good thing.  It's a
          poison, kid.  I want everybody to be friends.  I
          do this, you're friends with Lazarre, he's
          friends with you, and you're friends with me.
          And all you gotta do, show you're a friend, is to
          give me Bernie Bernheim.  You know it's the right
          thing anyway; I can't keep any discipline if I
          can't punish the people I need to punish.  The
          Motzah steals from me, I can't have Leo givin'
          him a shiny new penny. . .  You find some way to
          make Leo understand that.

                           Tom
          So the deal is, I give you the Motzah, smooth it
          over with Leo, and you bail me out with Lazarre.

                           Caspar
          Yeah, then we're all friends again: You, me,
          Leo, Bluepoint.

     Bluepoint sneers from the couch:

                           Bluepoint
          We can maybe have tea sometime.

                           Caspar
          C'mon, Bluepoint.  Friends is a mental state.
          Wuddya say, kid?

                           Tom
          . . . I'll think about it.

                           Caspar
          He'll think about it.  Hear that, Bluepoint?
          That's terrific.  The kid's a thinker.

                           Bluepoint
          Does he want a pillow for his head?

                           Caspar
          Okay kid, think about it.  It's a mental state.
          But make it quick, my family's waitin'.

                           Tom
          I'll think about it and tell you later.

                           Bluepoint
          He needs to think in the thinking room.

     Caspar shakes his head sadly.

                           Caspar
          Kid, if it'll help you think, you should know
          that if you don't do this you won't be in any
          shape to walk outa here.

     Tom considers this.

                           Tom
          . . . Would that be physically, or just a mental
          state?

     Caspar stares at him for a beat, then slowly starts to tear
     up the check.

                           Caspar
          . . . That ain't friendly, kid.  I make you a
          nice offer, I get the high hat.

     He gets up and walks over to the door.  Tic-Tac opens it
     for him and precedes him out.

     Before following Caspar out the door, Bluepoint grins at
     Tom.

                           Bluepoint
          Too bad for you, smart guy.

     He leaves, shutting the door.

     The room is quiet.

     Tom looks at Frankie, the large man, who looks back.

     Frankie stands, takes off his suit coat, and hangs it
     carefully on a rack by the door.

     He approaches Tom.

                           Tom
          Hold it.

     Frankie complies.  Tom is standing and shrugging off his
     coat.  He folds it neatly and turns to lay it on the chair
     he was in.

     When he turns around again he is holding the chair and he
     smashes it into Frankie's face.

     Frankie staggers back but doesn't drop.  He reaches up to
     his nose and his hand comes away bloody.

                           Frankie
          . . . Jesus, Tom.

     Tom still holds the chair.

     Frankie looks at him for a moment, then walks over to the
     door, opens it, and leaves, shutting it behind him.

     The room is very quiet.  Tom stands facing the door, still
     holding the chair.  After a beat or two, he starts to put
     it down.

     The door opens and he quickly raises the chair again.

     Tic-Tac, the little man with the hawk nose, is striding
     into the room, briskly approaching Tom.  Frankie, the
     gorilla, follows cautiously.

     Tic-Tac blocks Ton's swing of the chair with his forearm,
     wraps both arms around it and pulls it awav from Tom.  As
     Frankie circles Tom, Tic-Tac tosses the chair across the
     room.

     Frankie, now behind Tom, wallops him in the small of the
     back.  The blow sends him staggering towards Tic-Tac, who
     cracks him in the jaw.

     Frankie grabs Tom's hair and yanks his head back as Tic-Tac
     works on his midsection.  Tom's hands are reaching back to
     grope for Frankie.

     Still holding his hair with one hand, Frankie cuffs Tom
     awkwardly on the side of the head.  Tom staggers around and
     Tic-Tac, now behind him, also hits him on the side of the
     head.

     Tom goes down.  His head hits the floor with a thunk.

     We are on a low angle an the floor.  Behind Tom's head, in
     the background, we see the door to the room.

     The door splinters in with a loud crash.

     Frankie's feet are walking up alongside Tom's head, as blue
     uniforms stream into the room.

                           Frankie
          Just in the nick of time, huh?

     He brings his foot back to deliver a walloping kick to the
     back of Tom's head.  On the impact we cut to:

<b>     BLACK
</b>
     Over black we hear the sound of running water.



<b>19.  FADE IN:
</b><b>     TOM
</b>
     Gasping for air as his head is pulled out from under a
     running faucet.

     The uniformed policeman who was holding him there and is
     now pulling him back up, grins at him.

                           Cop
          No harm done.  Unless your friend broke his foot.

     Tom is still woozy.

                           Tom
          . . . Wuzzit. . . How long. . . What day is it?

                           Cop
          Friday, 12th of September, 1929.  Same as when
          you left us, about ten seconds ago. . .

     He is leading Tom by the arm out of the cramped bathroom,
     back into the card room where he was beat up.  Another cop
     has Frankie cuffed in a straightbacked chair and is taking
     roundhouse swings at him.  He pauses, breathing heavily.

                           Second Cop
          . . . 'Lo, Tom.  Care to skin a knuckle an your
          playmate here?

                           Tom
          No. . . thanks, Delahanty. . .

     As Tom and the first cop leave the card room:

                           Second Cop
          Well if you change your mind, we'll be inter-
          rogatin' for a while. . .

     Tom and his escort are emerging onto the casino floor.

                           First Cop
          What was that party about, anyway?

                           Tom
          We do this every weekend.

     Blue uniforms are everywhere.  Some are escorting tuxedoed
     patrons and employees to the exit; some wield axes on the
     gaming equipment; others are using nightsticks to smash the
     bottles behind the bar.  Tom winces at this and lights a
     cigarette.

                           Tom
          Jesus. . .

     He takes a battle and glass from a table as they walk by.

          . . . What the hell is the matter with you
          people?

                           First Cop
          Well, they said make it hurt. . . So we make it
          hurt.

<b>22.  EXT   THE BUILDING
</b>
     We see that the building's facade claims to be SABBATINI'S
<b>     ANTIQUES AND COLLECTIBLES.
</b>
     Tom weaves across the street with his battle and glass
     towards O'Gar, the police chief, leaning against a squad
     car, chewing a toothpick.  He is watching morosely as his
     men load other men into paddywagons; the street is clogged
     with police vehicles.

                           Tom
          Drink, O'Gar?

     O'Gar does not bother to look at Tom as they talk; he is
     unhappily watching the spectacle.

                           O'Gar
          I'm an duty.

     Tom pours himself a glass.

                           Tom
          To Volstead. . .

     He tosses back a shot.

          . . . Any news on Rug?

                           O'Gar
          Still dead, far as I know.

                           Tom
          Get a slug out of him?

                           O'Gar
          Yeah, a .22.  Listen, Tom, I'm just the chief
          around here, so don't bother telling me if you
          don't happen to feel like it, but what the hell
          is Leo doing?

                           Tom
          Ours is not to reason why, friend.

                           O'Gar
          Balls.  Look at this mess.  Make him listen to
          you, Tom.  It ain't right, all this fuss over one
          sheeny.  Let Caspar have Bernie--Jesus, what's
          one Hebrew more or less?

     He nods at the building.

          . . . We're burning our mealticket here.

                           Tom
          Leo'll do what suits him, and you'll do what he
          tells you.  Last I heard Leo's still running this
          town.

                           O'Gar
          He won't be for long if this keeps up.  It's no
          good for anyone--you said as much yourself.

                           Tom
          First off, O'Gar, I can say what I please to Leo
          and about him. . .

     He taps him on the chest.

          . . . You can't.  Second, once Leo decides--
          that's that.  And if that sticks going down,
          there are plenty of other coppers wouldn't mind
          being chief, and could swallow it clean.

     O'Gar looks chastened.

                           O'Gar
          Jesus, Tom, I was just speculatin' about a
          hypothesis.  I know I don't know nothin'.  It's
          just a damn mess is all--

     He is interrupted by gunfire from an upper story of the
     facing building.

     O'Gar's men react, finding cover, returning the fire.

     O'Gar unholsters his gun as he and Tom scramble for cover.

          . . . a goddamn mess.



<b>23.  HALLWAY
</b>
     We are shooting over Tom's shoulder as he knocks at the
     door to Verna's apartment.

     After a beat, Verna opens the door.

     On seeing who it is she starts to swing the door shut.

     Tom puts his toe in the doorway and leans into the door.

     As he pushes his way in:

                           Tom
          Thanks, don't mind if I do.


<b>24.  INT   APARTMENT
</b>
     As Verna gives up and Tom enters.

     Verna walks over to the phone.  As she dials, Tom tosses
     his hat onto a chair and checks the apartment to see if
     they're alone.

                           Verna
          Hello, officer, I'd like to report an intruder at
          346 West--

     Tom grabs the phone away from her.

                           Tom
          Who's this?. . . 'Lo, Shad, Tom Duchaisne here.
          We won't be needing any today. . . That's right,
          my mother.  She didn't recognize me.  Lemme talk
          to Mulvaney.

     He takes a flask out of his packet and looks across the
     room towards Verna.

          . . . Miss me?

                           Verna
          Drop dead.

     We hear a voice barking through the line and Tom turns back
     to the phone.

                           Tom
          . . . 'Lo Sean, tell O'Car to send a car over to
          Leo's tonight.  If we're going to be banging away
          at Caspar we ought to be ready for him to bang
          back. . . Yeah.

     He hangs up the phone and tips the flask back, draining the
     last drop.

                           Verna
          What do you want?

     Tom is crossing to the bar.

                           Tom
          I was in the neighborhood, feeling a little
          daffy.  Thought I'd drop in for an apperitif.

     He pours himself a drink.

          . . . Rug Daniels is dead.

                           Verna
          Gee, that's tough.

                           Tom
          Don't get hysterical.  I've had enough excitement
          for one nigit without a dame going all weepy on
          me.

                           Verna
          I barely knew the gentleman.

                           Tom
          Rug?  Bit of a shakedown artist.  Not above the
          occasional grift, but you'd understand that.  All
          in all not a bad guy, if looks, brains and
          personality don't count.

                           Verna
          <u>You</u> better hope they don't.

     He gives her a sick grin.

                           Tom
          . . . Yeah well, we're none of us the saint I
          hear your brother is.

                           Verna
          Who killed him?

                           Tom
          Leo thinks Caspar did.

                           Verna
          But you know better.

                           Tom
          I do now.  Caspar just tried to buy me into
          settling his tiff with Leo, which held hardly do
          if he was waging war.  So I figure you killed
          him, Angel.  You or Saint Bernard.

                           Verna
          Why would I--or my brother--kill Rug Daniels or
          anybody else?

                           Tom
          Rug was following you.  He knew about you and me.
          That wouldn't help your play with Leo, would it?

     He looks at her.  She holds his gaze.

                           Verna
          You think I murdered someone.  Come on, Tom, you
          know me a little.

                           Tom
          Nobody knows anybody--not that well.

                           Verna
          You know or you wouldn't be here.

                           Tom
          Not at all, sugar.  I came to hear your side of
          the story--how horrible Rug was, how he goaded
          you into it, how he tried to shake you down--

                           Verna
          That's not why you came either.

     Tom shrugs.

                           Tom
          Tell me why I came.

     Verna looks at him.

                           Verna
          The oldest reason there is.

                           Tom
          There are friendlier places to drink.

                           Verna
          Why can't you admit it?

                           Tom
          Admit what?

                           Verna
          Admit you don't like me seeing Lee because you're
          jealous.  Admit it isn't all cool calculation
          with you--that you've got a heart--even if it's
          small and feeble and you can't remember the last
          time you used it.

                           Tom
          If I'd known we were going to cast our feelings
          into words I'd have memorized the Song of
          Solomon.

     Verna smiles.

                           Verna
          . . . Maybe that's why I like you, Tom.  I've
          never met anyone made being a sonofabitch such a
          point of pride.

     She turns to walk across the room.

          . . . Though one day you'll pay a crice for it.

     Tom grabs her wrist.

                           Tom
          Okay, Verna.  But until then, let's get stinko.

     He draws her close.

                           Verna
          . . . Let's do something else first.

     She reaches up, takes off his hat, and tosses it casually
     away.  We pan with the hat to where it lands on the floor,
     in front of a curtained window.

                           Tom  (off)
          Yeah.  Let's do plenty.



<b>25.  DISSOLVE THROUGH TO:
</b><b>     ANOTHER WINDOW   NIGHT
</b>
     A living room window, open, its white sheers billowing
     lazily in the draft.

     Faintly, from another room in the house, we can hear a
     phonograph playing John McCormack singing &quot;Danny Boy&quot;.

     At the cut we hear a thump, close by, and briefly the
     sounds of a struggle.  We then hear a breathy, gurgling
     sound, which quickly subsides.

     The living room is late-night quiet.

     The shot is a lateral track, which brings us off the window
     to an end table in the foreground.  On the end table is a
     pouch of Bull Durham, a package of rolling papers, a cup of
     coffee with steaming rising off of it, and a section of a
     newspaper.  The draft gently lifts a couple rolling papers
     off the table.

     The continuing track takes us off the end table and,
     booming down, shows us an upset chair and the legs of the
     man who occupied it.

     We track along the man's body to discover that he is face-
     down on the section of newspaper he was reading, blood
     oozing out of his slit throat onto the newspaper.

     The continuing track shows that, between the fingers of one
     outflung hand, a cigarette burns.  It is resting on the
     newspaper.

     We see the feet of another man who is turning and walking
     away from the man on the floor, into the background.  We
     pan over to watch him recede, framing out all of the dying
     man except his outflung hand and cigarette.

     As the walking man recedes, more and more of his topcoated
     body crops in.  By the time he reaches the house's front
     door, in the deep background, we can see him full figure.

     The newspaper in the foreground is crackling into flame.
     The rug it rests on is beginning to smoke and discolor.

     As the man in the background opens the front door we jump
     in:


<b>     OVER HIS SHOULDER
</b>
     Waiting in the darkness just outside is another man in a
     topcoat and fedora.  He is holding two tommy guns.

     The men do not exchange words.

     The man outside hands his partner a tommy gun and follows
     him as he walks back into the house.

     Still faint, we continue to hear &quot;Danny Boy&quot;.  We also hear
     the lick of flames.


<b>26.  A VICTROLA
</b>
     The song is louder at the cut.  We are in an upstairs
     bedroom.


<b>     LEO
</b>
     Stretched out an his bed, wearing a robe over his pyjamas,
     smoking a cigar, listening--but only to the phonograph.
     Its sound covers any other noise in the house.


<b>27.  STAIRWAY
</b>
     A close track on the two pairs of feet climbing the stairs.
     We see only the feet, the swaying hems of the topcoats and,
     occasionally dipping into frame, the muzzles of the two
     tommy guns.


<b>26.  BEDROOM
</b>
     Leo, is motionless, looking down, a puzzled expression.


<b>     HIS POV
</b>
     The floor.

     Thin smoke is beginning to sift up through the floorboards.


<b>28.  STAIRWAY
</b>
     Tracking on the approaching feet.  The song grows louder.


<b>26.  BEDROOM
</b>
     Leo, looking, slowly taking the cigar from his mouth.


<b>     BEDROOM DOOR
</b>
     From inside as--CRASH--it is kicked in.


<b>     LEO
</b>
     Hitting the floor and rolling under the bed.


<b>     THE TWO GUNMEN
</b>
     Striding into the room.


<b>     LEO
</b>
     On his belly under the bed, facing the door, swinging a
     handgun in front of him.


<b>     HIS POV
</b>
     From floor level, the bottom of the mattress above us, the
     floorboards stretching away.

     The bed crops the two gunmen mid-shin as they swing their
     guns up, firing.

     RAT-TAT-TAT-TAT--the hems of their coats sway as they fire.

     The floorboards in front of us are pocked by bullet hits
     that walk across the floor towards the bed and hit the
     mattress.

     The mattress above us dances under the gunfire as ticking
     sprays down at the floor.

     Smoke curls up throuch the floorboards.


<b>     LEO
</b>
     Jaw clamped on his cigar, he starts firing.


<b>     HIS POV
</b>
     Blood spurts as one gunman takes a hit in the ankle.

     He staggers and his tommy gun clatters to the floor.


<b>     LEO
</b>
     Still firing.


<b>     HIS POV
</b>
     The other gunman is ducking out the door.

     The injured gunman pitches forward, head towards us, his
     hat rolling off.


<b>     LEO
</b>
     Firing.


<b>     HIS POV
</b>
     A bullet hit in the top of the fallen man's head.


<b>     LEO
</b>
     Rolling out from under the bed.

     He stoops to pick up the dead man's tommy gun.  Thick smoke
     seeps up through the floor.

     The phonograph plays.

     Leo ducks through another door.


<b>28.  HALLWAY
</b>
     Facing down the length of the dark hallway, towards the
     mouth of the stairs.

     As Leo leaps across frame in the foreground, to enter a
     facing room, muzzle flashes erupt at the end of the hall--
     where the other gunman has been waiting in the darkness.


<b>29.  SECOND ROOM
</b>
     Leo throws open a window.


<b>30.  EXT
</b>
     As Leo rolls out onto the long sloping eave of a front
     porch.

     His gun skates down the eave and falls.  Leo grabs the rain
     gutter, hangs by his hands and drops down to the front
     lawn.

     The first floor of the house is in flames.

     From a high angle the camera swoops down on Leo as he picks
     up the gun and backs away from the house, looking up at the
     second story.  His open robe flaps in the breeze.  The dead
     cigar is still clamped between his teeth.


<b>     LEO'S POV
</b>
     The second floor window that he just emerged from.
     Staccato gunfire erupts in the dark room.

     The strobing gunfire makes a strobing shadow of the gunman,
     whose back is to us as he rakes the room with fire.


<b>     LEO
</b>
     Firing, the gun jumping and bucking in his hands.


<b>29.  INSIDE THE ROOM
</b>
     The gunman, riddled with bullets and showered with broken
     glass, spins around, his thompson still firing uncontrol-
     lably.

     Bullets dance across the walls and ceiling, blast out the
     remaining glass and sing harmlessly into the trees outside.


<b>     BACK TO LEO
</b>
     As we hear the screech of skidding tires.  A black coupe
     takes a curve on the street behind him, machine gun fire
     spitting out of the back window.

     Leo turns, in the glow of the fanning flames, walking
     calmly into the street, firing at the receeding car.


<b>     ON THE CAR
</b>
     Growing smaller, still snitting fire and lead.


<b>     PULLING LEO
</b>
     Still walking calmly up the street, the gun still bucking
     in his hands.  Bullets whistle by and claw up the pavement
     around him.


<b>     BEHIND LEO
</b>
     His robe whips back in the breeze.  He fires again and we
     hear the distant sound of shattering glass.  The car
     weaves, runs up off the road, hits a tree and bursts into
     flame.

     A figure emerges from the car and staggers off into the
     darkness.  He is on fire.


<b>     CLOSE ON LEO
</b>
     As he stops, squinting, raising the gun.


<b>     HIS POV
</b>
     The burning gunman zig-zagging into the darkness.


<b>     BACK TO LEO
</b>
     A faint smile curls around the cigar.  He drops the muzzle
     of the gun.

                           Leo
          Huhh. . .

     The shell of the car explodes in a fireball as we:



<b>31.  CUT TO:
</b><b>     UPSTAIRS HALLWAY   SHENANDOAH CLUB
</b>
     The explosion echoes over the cut as we track up the
     hallway behind Tom and a tall cadaverous man with pre-
     maturely white hair.  This is Dead Terry McGill.

     Gunmen of every description line the hallway, lounging
     against the walls, barely acknowledging the two men.

                           Tom
          Who's winning?

                           Terry
          We are, for the nonce.

                           Tom
          What's the disposish?

                           Terry
          Last night?  Four to one.  Dana Cudahy went up
          with the house.

                           Tom
          And theirs?

                           Terry
          One burned.

                           Tom
          The other three?

                           Terry
          Lead.

                           Tom
          Whose?

                           Terry
          Leo's.

     He is opening the door to admit Tom.  In a low, gravelly
     voice:

          . . . The old man's still an artist with a
          thompson.


<b>32.  INT   LEO'S OFFICE
</b>
     As Tom enters.

     Leo is bellowing into the phone:

                           Leo
          --well find him, goddamnit!  Go see if he fell in
          the john!  And get him, over here!

     He slams down the phone.

          . . . Sonofabitch!  No chief!  Who's running the
          goddamned store?

     Tom goes to the bar to pour himself a drink.

                           Tom
          Can't raise O'Gar?

                           Leo
          No, nor the mayor either.

                           Tom
          Hmm.

     He takes a sip.

          . . . That's not good.  They're running.

                           Leo
          They wouldn't dare.

                           Tom
          I don't know, Leo.  I warned you not to hit
          Caspar's club--

                           Leo
          I'm still here, ain't I?

                           Tom
          Caspar's play hurt you anyway.

                           Leo
          Hah!  That sorry sonofabitch just slit his own
          throat.  He just made me decide to step on him--

                           Tom
          Listen to me Leo.  Last night made you look
          vulnerable.  You don't hold elected office in
          this town.  You run it because people think you
          run it.  Once they stop thinking it, you stop
          running it.

                           Leo
          Jesus, Tom, sounds like a bad break for me I
          wasn't killed.

                           Tom
          I mean it, Leo.  Start taking Caspar seriously.

                           Leo
          Don't sing me the blues again, Tommy.  I need
          your help.  He shoots, we gotta answer--

                           Tom
          That's what got you in this mess.

                           Leo
          I know, I know.  Retreat to win.  Give up Bernie.
          That'll solve all our problems.

                           Tom
          It won't anymore, I'll grant that.  Now its
          either you or Caspar.  But going toe-to-toe with
          a psychopath'll get you nowhere.  It'll force
          everyone to choose sides just when you're looking
          shaky.

                           Leo
          The hell I do!

                           Tom
          Then where's the mayor?  Why aren't there any
          police here?  Why weren't there police at your
          place last night?

                           Leo
          I didn't ask for any.

                           Tom
          I did.

     Leo chuckles.

                           Leo
          Mother hen, huh?  What's the matter, Tommy, you
          think I can't take care of myself?

                           Tom
          I <u>know</u> you can't.  Here's the smart play, Leo:
          you lay back, give up Bernie, let Caspar think
          he's made his point.  Wait for him to show you a
          weakness--

                           Leo
          Please, Tom. . .

     Tom stares at him.

                           Tom
          You're sticking on Bernie.  Sticking your neck
          out for a guy who'd chop <u>you</u> off at the heels if
          there was two bits in it.

     Leo leans back in his chair, puts his feet up, and gazes
     out the window.

                           Leo
          . . . Tom, it ain't all as clear-cut as you make
          it. . . Bernie's--Well hell, you know about me
          and Verna. . . Things now are--not that I haven't
          been a gentleman, but. . . I, uh. . . I plan to
          ask her to marry me, Tom.

     There is a long, awkward silence.  Leo avoids Tom's look
     but finally responds to the silence:

          . . . I guess you think that's a bonehead play.

                           Tom
          Do you think she wants you to?

                           Leo
          How the hell do I know, Tom?. . .  I think she
          does. . . Yeah, 'course she does.  I know, I
          know, you think different but--well, we just
          differ on that.

                           Tom
          Leo.

     Tom takes a deep breath, and exhales.

          . . . Caspar didn't kill Rug.

     Absently:

                           Leo
          Course he did.

                           Tom
          No.  Think about it.  Just this one time.  Who
          was Rug following?

     This gets Leo's attention.  He turns to look at Tom.

                           Leo
          . . . Huh?

                           Tom
          It needn't have been that sinister.  A strange
          man, following her down a dark alley, late at
          night. . . I've told you, Leo, she can take care
          of herself.

     Leo stares at Tom.  He seems somewhat dazed.

                           Leo
          . . . Tom, why're you saying that?  Christ, Tom.
          I just told you, I plan to. . .

                           Tom
          They pulled a .22 slug out of him.  A pop gun,
          Leo--a woman's gun.

                           Leo
          . . . That's a whiskey dream.  Verna wouldn't
          panic--shoot someone--just because he was
          following her.

     He gazes off again, shaking his head.

          . . . No. . . It wouldn't have happened that way
          in the first place, and if it had she would have
          told me. . . I know you don't like her, Tom, but
          I trust Verna as much as I trust you.

                           Tom
          On her account you'll burn the town down.

                           Leo
          Don't worry, Tom.  We'll still be standing when
          the smoke clears.

     Tom's tone is gentle:

                           Tom
          Okay Leo.  Then maybe it wasn't that innocent.
          Maybe Rug knew something she didn't like him
          knowing, and wouldn't want you to know.  He was
          following her.  He knew who she was seeing.  He
          knew where she was sleeping, and who with. . .

     Leo has taken his feet off the sill and has turned back to
     face Tom.  He studies him carefully.

                           Leo
          Maybes don't make it so.

     Tom's suddenly very earnest, almost beseeching.

                           Tom
          They're more than maybes.  You've trusted me
          before, and never lost anything by it.  Trust me
          on this.

                           Leo
          This is too important.

                           Tom
          I don't ask much, and I don't ask often.  Trist
          me on this.

                           Leo
          Tommy--

                           Tom
          Trust me on this or the hell with you.

                           Leo
          You don't mean that.

                           Tom
          . . . She was at my place.  The night Rug was
          following her; the night you dropped by.

     Leo is still staring impassively at Tom.  Tom doesn't
     flinch from his gaze.

     After a long beat Leo gets up slowly from his chair, walks
     over to the window, shoves his hands in his pockets and
     gazes out.

     For a moment Tom looks at Leo's motionless back, but he has
     nothing left to say.  He rises, plucks his hat from the
     desk and goes to the door.  Before exiting, he looks back.

     Leo, in long shot, is still gazing out the window.

     Tom exits.


<b>33.  HALLWAY
</b>
     Pulling Tom up the hall.

     Behind him we can see the door to Leo's office opening and
     Leo coming out.  He strides up the hall after Tom.

     Tom turns as Leo reaches him.

     Leo, without breaking stride, seems to walk right into him,
     throwing a punch that catches Tom on the chin and sends him
     stumbling back, his hat flying off.

     The men 1ining the hall watch with casual interest.

     Tom staggers into one of the men who catches him.  Another
     man has picked up Tom's hat and now hands it to him.  The
     first man shoves Tom back into the middle of the hall just
     in time for the approaching Leo to land another punch
     against his jaw.

34.  This blow sends Tom rolling down the staircase, still
     clutching his hat.

     Leo is clomping down the stairs; his army of private
     retainers clomp down behind him.  In his shirtsleeves and
     chomping an unlit cigar, Leo looks like a labor leader
     taking the rank and file to the barricades.

     Tom claws himself up the wall to his feet.

     Leo has reached the floor and still without breaking stride
     uppercuts Tom with a blow that straightens him up and sends
     him staggering like a drunk into gamblers in evening
     dresses and tuxedos.

     A path clears for Leo and his entourage.  He has not
     slackened his pace, but is also not hurrying.  Tom weaves,
     watching Leo approach, but makes no attempt to defend
     himself.

     Leo grabs his own wrist with one hand and swings his elbow
     up to catch Tom with a sharp blow on the side of his face.

     Tom spins into a screaming lady in a sequined evening dress
     and sinks to the floor grabbing at her bodice and skirt for
     support.  She bats at him with her handbag as he slips
     down.

     Fat Tony emerges from the crowd and helps Tom to his feet.
     He raises his hand to stop Leo.

                           Tony
          Okay, Leo.  I'll throw him out.

     Leo stops, panting.  He is looking at Tom, but speaking to to
     Tony.

                           Leo
          . . . Yeah.  Do that. . . It's the kiss-off.  If
          I never see him again it'll be soon enough.



<b>35.  CUT TO:
</b><b>     TOM'S APARTMENT
</b>
     Wide shot of his living room, facing the windows.  It is
     night.

     Tom sits with his back to us at the window, feet propped up
     on the sill.  He is smoking a cigarette.  A full ashtray on
     a table at his side indicates that he has been sitting
     there for some time.

     We are slowly tracking in.

     The telephone sits on the the arm of his chair.  After a
     moment he stubs out the cigarette, picks up the phone and
     dials.

                           Tom
          . . .'Lo Frankie its Tom, how's the flunky
          business?. . . I've had worse; your ventilator
          healing up?

     Offscreen we hear a knocking at the door to the apartment.
     Tom ignores it.

          . . . Tell Caspar its already forgotten.  I'd
          like to see him. . .

     The knocking continues.

          . . . All right, do what you have to do and let
          me know.

     He cradles the phone, lights another cigarette, takes a
     drag, blows a thoughtful cloud of smoke and turns to face
     the door.  After a beat he rises and leaves frame.


<b>     THE DOOR
</b>
     As Tom swings it open.  Verna stands in the hallway
     outside.  After a wordless beat she moves past him into the
     apartment.  Tom turns and follows her.

     He walks over to his bar, pours two drinks, then crosses
     the room to Verna who has seated herself, hands her a drink
     and sits down in a chair facing hers.

                           Verna
          . . . It worked, whatever you did; Leo told me
          we're quits.  But you know I didn't have anything
          to do with Rug.

                           Tom
          Maybe not. . . Anyway, that isn't what soured him
          on you.

     The thought is bitter but her tone isn't:

                           Verna
          Oh, you and me, huh?  You always take the long
          way around to get what you want, don't you Tom.
          . . . You could have just asked.

     Tom looks at her.

                           Tom
          . . . What did I want?

     Verna returns his look, then answers evenly:

                           Verna
          Me.

     After a beat Tom, his eyes still on Verna, brings the glass
     to his lips and takes a sip.  The ice cubes clink.

<b>     FADE OUT
</b>


<b>36.  FADE IN:
</b><b>     THE BEDROOM
</b>
     Tom sits perched on the edge of the bed, smoking a ciga-
     rette.  Verna is in bed behind him.  The lamp on the
     nightstand is burning a faint yellow.

     The telephone rings.

     As Tom reaches for it, Verna stirs behind him.

                           Tom
          Yeah?

     He reaches over to switch off the light; when he does the
     room remains illuminated by dull gray light; it is dawn.

          . . . Yeah yeah, when?. . . Okay.

     He hangs up, and continues to smoke, staring absently off.

                           Verna
          . . . You're still up?

     Tom answers without turning to face her:

                           Tom
          Yeah.

                           Verna
          . . . What're you chewing over?

                           Tom
          . . . Remembering something. . .

                           Verna
          What was it?

     Tom turns to look at her, then turns back and looks out the
     window.

                           Tom
          Just a dream.  I was walking in the woods, don't
          know why. . . The wind came up and blew my hat
          off. . .

                           Verna
          And you chased it, right?  You ran and ran and
          finally you caught up to it and picked it up but
          it wasn't a hat anymore.  It had changed into
          something else--something wonderful.

                           Tom
          No. It stayed a hat.  And no I didn't chase it.
          I watched it blow away. . .

     He takes a drag an the cigarette.

          . . . Nothing more foolish than a man chasing his
          hat.

     Tom rouses himself, rises, and we pan to follow as he picks
     up a shirt and starts buttoning it in the bureau mirror.

                           Verna
          Where're you going?

                           Tom
          Out.

     Verna stares at him.

                           Verna
          . . . Don't let on more than you have to.

     Tom shrugs.

                           Tom
          Just have to do a few things.

                           Verna
          You and Leo might still be able to patch
          things up.

     Tom grimaces into the mirror.

                           Tom
          Me and Leo are finished.  Nothing's going to
          change that.

                           Verna
          You never know.  He's got a big heart.

                           Tom
          We're quits--as far as I'm concerned, never mind
          him.  And if Leo <u>did</u> want me back he's an even
          bigger sap than I thought.

                           Verna
          . . . Then why don't we just pick up and leave
          town?  There's nothing keeping you here.  I know
          there's nothing keeping me.

     Tom is starting to knot a tie.

                           Tom
          What about Bernie?

                           Verna
          He could come with us.

                           Tom
          You, me and Bernie.  Where would we go, Verna?
          Niagara Falls?

                           Verna
          Why do you hate him?

                           Tom
          I don't hate anyone.

                           Verna
          Or like anyone.

                           Tom
          Whatever.  Where <u>is</u> Bernie?

     Verna looks at him.

                           Verna
          Why?

                           Tom
          Leo can't protect him anymore.  I ought to tell
          him to skip.

                           Verna
          The Royale.  Room three-oh-two.

     She gazes off.

          . . . I guess we both double-crossed Leo, there's
          no getting around that.  I guess he's well rid of
          both of us.

                           Tom
          Mm.

                           Verna
          The two of us, we're about bad enough to deserve
          each other.

                           Tom
          Are we?

                           Verna
          We're a couple of heels, Tom.  Yes we are.



<b>37.  PULLING TOM
</b>
     Into a dark office.  Behind him, Frankie, his nose swathed
     with bandages, is closing the door from the outside.

                           Caspar (off)
          'Lo, Kid.  You know O'Gar. . .


<b>     TOM'S POV
</b>
     Caspar sits behind his desk.  Bluenoint sits slouched on a
     couch to one side, wearing his hat, his hands jammed into
     the pockets of his overcoat.

     In two chairs facing the desk, away from us, sit two men
     who are twisting around to smile at Tom.

                           Caspar
          . . . and the mayor.

                           Tom
          'Lo, boys.

                           Mayor
          Tom's a big booster.  Always has been.

                           Caspar
          S'fine, s'fine.  Well, Tom and me's got the
          proverbial fat to chew--

     The mayor and O'Gar are already rising to their feet.

                           Mayor
          Well, let us know if you need anything. . .

                           Caspar
          Yeah, happy days.  Have a seat, kid. . .

     Tom sits into one of the vacated chairs facing Caspar.

          . . . So you had enough time to think about it?

                           Tom
          Yeah, well, circumstances have changed.

                           Caspar
          Don't I know it.  Last night, I know Bluepoint
          was disappointed the bulls showed up before
          Frankie and Tic-Tac could really pin your ears
          back, but I said, Relax, Bluepoint, I got a
          feeling about this kid.  Take the long view.  The
          kid and Leo are gonna go bust-o.  If the kid ain't
          ready yet, well, he soon will be.  Matter of
          time.  I said, the kid's too smart for Leo.
          That's what I said.  Like a psychic.  Ask
          Bluepoint if I didn't.  Like a goddamn psychic.
          G'ahead.  Ask him.

     Tom turns to look at Bluepoint.

                           Tom
          You vouch for this psychic business?

     From the couch, Bluepoint sneers:

                           Bluepoint
          That's right, smart guy.

     Caspar cheerfully continues, oblivious to any hostility in
     the room:

                           Caspar
          I know you knew protecting the Motzah was a dumb
          idea.  I know you been wise to all of Leo's dumb
          ideas lately.  Only a matter of time.  Bust-o.

     He chuckles.

          . . . That's why last night we didn't put the arm
          on you.  Only Leo.

                           Tom
          Seeing how you squiffed your play on Leo, I can
          be only so grateful.

                           Bluepoint
          That's brave, coming from Little Miss Punching
          Bag.

                           Caspar
          C'mon Bluepoint.  Friends now, huh?

                           Bluepoint
          Nuts.

     Caspar smiles at Tom.

                           Caspar
          So we get a little jingle.  And I figure you know
          Leo's on his way out.  It's only a matter of time
          before we get him.  Am I right, kid?

                           Tom
          Maybe.

     Caspar laughs.

                           Caspar
          What maybe.  You know or you wouldn't be bust-o.
          So I guess you're looking for a job?

                           Tom
          I might be.

     Caspar laughs.

                           Caspar
          You got references?  You been to college, kid?
          We only take yeggs what's been to college.  Ain't
          that right, Bluepoint?

     Bluepoint says nothing.  His scowl is set in cement.

          . . . I'm jokin', of course.  We all know you can
          be useful to us, a smart kid such as yaself, the
          man who walks behind the man and whispers in his
          ear.  I guess you could be useful, in spades.

                           Tom
          Yeah.  I can do plenty for you.  But the fact is
          that right now Leo's still got all his vital
          signs and once he hears about this he'll be more
          anxious to get to me than to either of you.

                           Caspar
          I'm tellin' ya not to worry about Leo.  We got
          plans for him.

                           Tom
          Yeah?  What?

                           Bluepoint
          Not so fast there, Kaputnik.

     There is a beat through which Caspar continues to smile at
     Tom.

                           Caspar
          . . . I think what the Bluepoint is trying to say
          is, there'll be time to talk about that.  That
          can be tabled for a later date.  See, the last
          time we jawed you gave-me the high hat.  So I
          guess I'm sayin', maybe we want your confidence
          before we give you ours.  You gotta put somethin'
          on the table.  Ante up.

                           Tom
          Fair enough.  Where shall we start.

                           Caspar
          Hear that, Bluepoint?  All business!  I told you
          he was a good kid!  Where shall we start!  All
          business!. . .

     He rocks back in his chair and dries his eyes.  Tom smiles
     pleasantly.  Finally Caspar sighs.

          . . . Well, we could start for instance with the
          Motzah. . . Like where's the Motzah?  You could
          maybe tell us that. . .

                           Tom
          The Royale.  Room three-oh-two.  You might find
          Mink with him.

                           Bluepoint
          The hell you say.

                           Tom
          Sure, Bernie and Mink are as cozy as lice.

     He turns to look at Bluepoint.

          . . . And it ain't just business.

     Caspar looks at Bluepoint.  Bluepoint's eyes bare into Tom.

                           Bluepoint
          This guy's lying.

     Tom shrugs.

                           Tom
          Why would I?

                           Bluepoint
          This guy's wrong.  This guy's all wrong.  Mink is
          clean and this clown is a smart guy.

     Caspar is still staring at Bluepoint, no longer smiling.

                           Caspar
          Easy enough to find out, ain't it?  You find
          Mink, bring him back here.

     He nods at Tom.

          . . . You go down to the car.  I'll send Frankie
          and Tic-Tac with you to the Royale.  If Bernie's
          there, Frankie and Tic-Tac'll take care of him.

                           Bluepoint
          And if he's not there?

     Tom shrugs.

                           Tom
          I'll sit facing the corner in a funny hat.



<b>38.  CUT TO:
</b><b>     INT   CAR
</b>
     Tom sits behind the wheel of the parked car; we are an his
     profile.

     Tom's face is rigidly set; we don't know why as we watch
     him for a short beat.

     BAM--with a loud impact Bernie Bernheim's face is slammed
     against the driver's window.  Tom still faces forward.

     Bernie is wailing as he is muscled back away from the
     window by two topcoated torsos--their faces above the car
     window.

     They muscle Bernie out of frame towards the rear of the car
     and we hear the back door being opened.

     Bernie's voice, off, is near hysteria:

                           Bernie
          Frankie, let me go, I'm prayin' to ya, Jesus God-
          -Tom!  Jesus!

     As Frankie and Tic-Tac pile Bernie into the back, we
     continue to hold on Tom's face.  He still does not react.

                           Bernie
          . . . Are you part of this?!  You can't be part
          of this!  I think these guys're gonna whack me!
          You gotta talk to 'em, Tommy!

                           Frankie
          You gimme a headache, you little sheeny.

To Tom:

                           Tic-Tac
          Okay, we're going to Miller's Crossing.

     Tom still doesn't react.  There is a beat of Bernie's crying.
     Finally:

                           Frankie
          . . . Lets go!

     As Tom reaches forward and starts the car:

                           Bernie
          You're not part of this!  Tom!  Help me!  These
          guys are gonna whack me!

                           Tic-Tac
          Whack you inna mouth you don't shut up.



<b>39.  MILLER'S CROSSING   WIDE
</b>
     Day.  A wooded area outside of town.  The wind blows.

     The car pulls into frame and stops on the shoulder.  The
     backseat passengers--Frankie, Tic-Tac and Bernie--emerge;
     Tom remains in the driver's seat.

     Bernie is weeping, loudly; he has lost control.  Frankie
     takes out a gun and whacks him smartly on the side of his
     head.  The blow sends him stumbling over towards Tic-Tac,
     who kicks him down.

     The blows haven't quelled Bernie's sobbing.

                           Tic-Tac
          I don't want you runnin' anywhere.

     Frankie takes a swig from his flask and hands it to Tic-
     Tac, who leans in the car window.


<b>     INT    CAR
</b>
     Tom gazes forward, jaw set, eyes off the doings outside.

     As Tic-Tac hands his gun in through the window:

                           Tic-Tac
          Okay.  Take him in the woods and whack him.

                           Tom
          Huh?  I don't. . .

                           Tic-Tac
          Yeah, that's right, the boss wants you to do it.
          Make sure you're with the good guys.

     Tom stares dumbly at the gun.  Tic-Tac holds it, grip
     towards Tom, motionless.

     After a beat he takes the gun.

                           Tic-Tac
          You know how to do this, right?  You gotta
          remember to put one in his brain.  Your first
          shot puts him down, then you put one in his
          brain.  Then he's dead, then we go home.

     Tom opens his door.


<b>     WIDE   EXT
</b>
     Bernie is still on the ground, sobbing, not responding to
     Frankie who prods him with his foot.

                           Frankie
          Get up.

                           Bernie
          I can't get up!  I can't get up!

     Frankie drags him to his feet.

                           Frankie
          Get up and walk, you chiselin' little yid.

     He pushes him towards the woods and reaches for the whiskey
     flask.

     Bernie stumbles off; Tom follows him.


<b>40.  TRACK
</b>
     Through the woods, pulling the two men, Bernie in the
     foreground.  Tree limbs groan in the wind.

     Bernie is stumbling, his clothes rumpled and dirty, his
     face stained by tears and blood from the gun blow.  His
     shaking voice strains for a tone of reasonableness:

                           Bernie
          . . . Tommy, you can't do this.  You don't bump
          guys.  You're not like those animals back there.
<b>          . .
</b>
     Tom marches on, face drawn, silent.

          . . . It's not right, Tom.  They can't make us do
          this.  It's a wrong situation.  They can't make
          us different people than we are.  We're not
          muscle, Tom.  I never killed anybody.  I used a
          little information for a chisel, that's all.  I
          couldn't help it, Tom, it's my nature.  Somebody
          hands me an angle, I play it.  I don't deserve to
          die for that!  D'you think I do?  I'm just a
          grifter!  Huh, Tom?

     Still no response from Tom.  Bernie is fighting a losing
     battle to keep himself from whining.

          . . . But I'll tell you what, I never crossed a
          friend.  Huh, Tom?  Never killed anybody, never
          crossed a friend.  Nor you, I'll bet.  We're not
          like those animals.  You can't <u>do</u> this!  You're
          not like those animals.  This is not us!  This is
          some hop dream!

     Tom's face is a ---ny mask.  Bernie is losing control
     again.  He starts to weep.

          . . . It's a dream!  Tommy!  I'm praying to you!
          I can't die!  I <u>can't</u> die!  Out here in the
          woods!  Like a dumb animal!  I can't die!

     He turns and sinks to his knees, wailing, his hands clasped
     in front of him, staring up at Tom.

          . . . You can't kill me.  I'm praying to you!
          look in your heart!  I'm praying to you!  Look in
          your heart!

     Tom stares down at Bernie, his face drawn and pale.

          . . . I'm praying to you!  Look in your heart!

     Slowly Tom raises the gun and levels it at Bernie's head.

          . . . Look in your heart!  Look in your--

     BOOM!  The gun blast is deafening.  With it, Bernie's
     sobbing abruptly stops.

     The shot echoes away in the woods, taking the wind with it,
     leaving silence.


<b>     CLOSE   BERNIE
</b>
     Still kneeling, in shock, staring wide-eyed at Tom.

     Finally, whispering:

                           Bernie
          . . . Tommy.

                           Tom
          Shutup.  You're dead, get me?

     Still whispering:

                           Bernie
          I understand.  I'm dead.  God bless you--

                           Tom
          Shutup.  You have to disappear.  You have to
          blow, for good.  Nobody can see you, nobody can
          know.

                           Bernie
          God bless you--

                           Tom
          Go somewhere no one knows you.  Anyone sees you,
          you really are dead, I don't care, you're not my
          problem any more.

                           Bernie
          Of course not.  Of course not.  You've done your
          share.  Thank you.  Don't worry, I understand.
          Thank you--

                           Tom
          Shutup. Just get the hell out, before I change
          my mind.

     Bernie is already on his feet, and running.


<b>     CLOSE ON TOM
</b>
     Watching Bernie go.


<b>     TRACKING
</b>
     Pulling Bernie as he runs.  Foreground trees flash by.  In
     the background we see Tom standing, his gun dangling at his
     side.

     Boom!--another gun blast.  Running, Bernie reacts, but Tom
     has only fired into the ground.

     On the echo of the shot we cut to:


<b>41.  WIDE   THE ROAD
</b>
     Tic-Tac and Frankie are leaning against the car, trading
     the flask back and forth.

     In the background, Tom emerges from the woods.

                           Frankie
          Put one in his brain?

     Tom takes a few steps more before answering:

                           Tom
          . . . Yeah.

                           Frankie
          Attaboy.

<b>     FADE OUT
</b>

     Over black we hear the sound of coins being dropped into a
     phone box.

<b>42.  FADE IN
</b>
     Looking down a deserted street towards a glowing phone
     booth on a dark corner.  Tom stands inside the booth
     waiting, the receiver to his ear.

                           Tom
          Mink?  Tom Duchaisne.  Where've you been?. . .


<b>     CLOSE ON TOM
</b>
     Inside the phone booth.

          . . . Well you're lucky, Bluepoint's been looking
          for you.  Bernie's dead--Stop wailing and listen
          to me.  Caspar knows you were in on selling out
          his fix. . . I guess <u>I</u> gave him that idea.  Sorry
          Mink, we were chatting and it just slipped out.--
          Shutup and let me talk.  You've gotta make
          yourself missing, but let me know where you hole
          up.  You're gonna say some things for me. . .
          Some stories.  About Bluepoint, to Caspar--don't
          worry, I'll let you know.  For now just dis-
          appear. . . Yeah, I got you into it.  Just
          remember, Mink, I'm the only one who can get you
          out.

     Tom hangs up the phone, turns around and opens up the glass
     door.

     WHOMMMP!  A fist slams into his stomach, driving him back
     into the phone booth, knocking his hat off of his head.

     The man who hit him leans down, picks up the hat, dusts it
     off and hands it into the booth.  It is Dead Terry, the
     tall cadaverous man we saw earlier outside of Leo's office.
     A cigarette dangles from his lower lip.

     Behind him a black sedan is parked at the curb.  Three or
     four gunmen stand on the sidewalk looking warily up and
     down the road.

     Tom looks up, the color drained from his face, and reaches
     feebly out for his hat.

                           Tom
          'Lo, Terry.  Getting out the vote?

     Dead Terry flicks his cigarette away and smiles.

                           Terry
          Message from Leo.  Leo says, if you're smart
          you'll sit this one out--not that he cares one
          way or the other.  Leo says if you're on the
          wrong side you take your chances, like anyone
          else.  Leo says he gives no special favors.
          That's all.

                           Tom
          Mm. . .

     Terry starts to turn away.

          . . . Tell Leo he's not God on the throne, he's
          just a cheap mick political boss with no brains
          and an office that looks like a French whore-
          house.

     Tom moves to exit the booth but Terry lays a hand on his
     shoulder.

                           Terry
          One more thing. . .

     He cracks Tom across the chin with a clean left hook,
     knocking him back into the booth again.

     Tom rubs his chin, looking up at Terry.

                           Tom
          Leo say that too. . . ?

     As Terry and the gunmen get into the car:

                           Terry
          No, I said that.  Cross Leo and next time I'll
          say plenty.

     We FADE OUT as the door slams and the car roars off.

     Over black we hear:

                           Caspar
          When you're right you're right, but you never say
          I told you so.

<b>43.  FADE IN
</b>
     On Tom, sitting into frame in Caspar's office.

                           Tom
          So what'm I right about?

     Behind his desk, Caspar is smiling.

                           Caspar
          Well, I'll tell ya, but first you gotta promise
          not to say I told you so.

     Tom's eyes hold an Caspar's.  He is taking out a pack of
     cigarettes.

                           Tom
          I never say that.  And I don't like people who
          do.

                           Caspar
          Mink was robbin' me right along with the Mptzah.

                           Tom
          . . . What convinced you of that?

                           Caspar
          Mink Larouie took a powder.  We can't find him.
          Bluepoint's makin' excuses for him, but personal-
          ly, I think you were right.  I think Mink and
          Bernie was in it together.  I think Mink heard
          you'd bumped the Motzah, and lit out.  The lousy
          sonofabitch.

     His eyes on Caspar, Tom takes out a cigarette, lights it,
     takes a deep drag.

                           Tom
          . . . I told you so.

     Caspar laughs.

                           Caspar
          Okay.  You got a lip on ya.  Ats all right.  I
          don't generally care for it, but that's all
          right. . . You were a good sport to bump the
          Motzah.  I just like to make sure my friends is
          my friends.  So.

     He throws his hands up.

          . . . Friends, right?

                           Tom
          How d'you know Mink skipped?

                           Caspar
          Bluepoint can't find him.

                           Tom
          So he says.

     Caspar stares at Tom.

                           Caspar
          Meanin' what, exactly?

                           Tom
          Maybe nothing. . . I didn't give it much thought
          until now, since a guy will say pretty much
          anything when he knows his number is up, but just
          before I bumped Bernie he swore to me that
          Bluepoint and Mink were setting him up.  That
          they were the ones that were selling out your
          fix.

     Caspar looks at Tom.

                           Caspar
          'Zat so. . .

     He thinks for a beat.

          . . . Like you say, a guy'll say anything.

                           Tom
          . . . Uh-huh.  So why isn't Bluepoint here?

                           Caspar
          Well. . .

     He figdets.

          . . . He don't care for you, kid.  Maybe it's
          only fair to tell you. . .  After you left us, he
          tried to sell me on a double-cross.  He says to
          me, why don't we double-cross you and give you
          the bump once we get the Motzah.  But I figure a
          deals a deal, you're square with me, you bump the
          Motzah, I'll hold up my end.  Question of ethics.
          Everything above board, that's how I like it, so
          everybody knows who's a friend and who's an
          enemy. . .  But Bluepoint wouldn't cross <u>me</u>.  We
          go back.

                           Tom
          Uh-huh. . . Course, there's always that wild card
          when love is involved. . .

     Caspar is staring intently at Tom.  After a beat:

                           Caspar
          . . . I know Mink is Bluepoint's boy, but I still
          don't make it that way.

                           Tom
          Mm.  Well, then there's nothing to worry about.

     Caspar seems lost in thought:

                           Caspar
          Yeah. . .

     We hear the door to the office open offscreen and Johnny
     Jr. runs into frame clutching a scrolled piece of paper.

                           Johnny Jr.
          Poppa!  Poppa!  I got a prize from the--

     Caspar holds his hand up to quiet the youngster, still
     looking at Tom.

                           Caspar
          Just a minute.

     As Tom rises to his feet:

          . . . Course, there's no reason not to be
          careful--

                           Johnny Jr.
          Poppa!  Poppa!  The sisters gave me a--unnnh!

     Cascar has cuffed him sharply on the side of the head.
     He points at Tom.

                           Caspar
          Shaddap!  You take a page outta this guy's book.
          A little less you talk and a little more you
          think!

     Cascar looks at Tom and smiles.

          . . . Kids.  Ya gotta be firm.  Anyways.  You
          know what I'm sayin'.  No reason to worry but no
          reason not to investigate, neither.  If Mink is
          around I want you to find him.  He can tell us
          what's what. . .
                       (to Johnny Jr.:)
          . . . What's a matter, somebody hit you, what's a
          matter, we ain't friends anymore?. . .

     He picks up Johnny Jr., who is crying softly, and sets him
     in his lap.  Encouraged by the attention, the child starts
     wailing.  Caspar bounces him on his knee and raises his
     voice over the sobs:

          . . . If you find him, I wanna talk to him alone.
          That's how you get the straight dope.  Man-to-
          man.  Just me, Mink. . .

     He pats his jacket where his shoulder holster is.

          . . . and my friend roscoe.  Y'understand what
          I'm sayin'?

     Tom takes a contemplative drag on his cigarette.

                           Tom
          . . . It ain't complicated.



<b>44.  CUT TO:
</b><b>     CLOSE SHOT   A MAN'S FACE
</b>
     Crunch!--being hit by a gloved hand.

     The blow and the man's grunt echo.


<b>     CLOSE ON A NEWSPAPER
</b>
     As the noise of fists against flesh continues, echoing, in
     the background.

     The newspaper headline reads: PARTY BOSS LOOSES MUNICIPAL
     CONTRACT.  The subhead reads:  Liam (Leo) O'Bannon Removed
     From City Highway Commission;  New Construction Contracts
     To Raffo Bros.


<b>     ON TOM
</b>
     Leaning against a pillar in a large bare room with a
     hardwood floor.  He is reading the newspaper.

     We are in a gym.  In a ring in the background two boxers
     are sparring as two or three old men with towels slung over
     their shoulders and elbows hooked over the ropes idly
     watch, and offer occasional bits of half-hearted advice.

     We hear high heels echoing across the floor and Verna
     enters.

                           Tom
          You should leave town for a few days; things are
          going to heat up here.  Go out to the Pallisades;
          I'll join you once I'm done.

                           Verna
          . . . I can't find Bernie.  Did you find him?

     Tom looks out at the fighters in the background, avoiding
     Verna's look.

                           Tom
          . . . Yeah.

                           Verna
          Is he leaving?

                           Tom
          He left.

                           Verna
          Where to?

                           Tom
          . . . He didn't say.  You should--

     She reaches out to touch his hand--

                           Verna
          Thanks.

     She leans in to embrace him.

     Tom's eyes drift up to the fighters.


<b>45.  EXT   THE GYM
</b>
     Peeling paint on its blackened-out window reads: Gleason's
     Gym.  Training in The Sweet Science.

     Verna is exiting the gym in long shot.

     We pull back to bring Bluepoint into frame.  He sits in the
     driver's seat of a car, watching through his side window as
     Verna recedes.  Quietly:

                           Bluepoint
          What's he up to?

     An offscreen voice, a passenger:

                           Voice
          I dunno.

                           Bluepoint
          That's Bernie's sister, isn't it?

                           Voice
          I dunno.

     Bluepoint thinks, a short beat.

                           Bluepoint
          What's he seeing her for?

                           Voice
          I dunno, maybe he's--

                           Bluepoint
          Shutup.  Get outta the car.  Stick with the
          bighead.

     Bluepoint reaches for the ignition, as we hear the car door
     open.

          . . . I'll see where the twist flops.



<b>46.  CUT TO:
</b><b>     INT   SPEAKEASY
</b>
     A hand swings through frame holding the barrel of a gun,
     smashing the butt into a surprised face.

     With a loud crash the surprised man stumbles back into a
     table and hits the floor.  Legs and the skirts of an
     overcoat approach the prostrate, round, middle-aged man and
     start kicking him.

     He rolls across the floor trying to shield himself from the
     blows.

                           Voice (off)
          C'mon, get up.  I just wanna talk.

                           Another Voice (off)
          Yeah, get up.  He ain't gonna hurt ya.

                           Round Man
          He already hurt me!  He broke my goddamn nose!

     Whisper, the man standing over him, has a long scar across
     his neck.  He has a rasping voice:

                           Whisper
          So what?  I had my nose broke once.

                           Round Man
          I already paid Leo's men.

     Bert, another enforcer, is down at the end of the bar with
     Tom.

                           Bert
          You still pay Leo for protection?  Is he protec-
          tin' you?

     As he kicks at the little round man:

                           Whisper
          We's protectin' you.  Johnny Caspar's runnin'
          things or maybe you ain't heard.

     In the background Whisper continues to hector and kick at
     the round man as Bert and Tom talk in the foreground.

                           Tom
          So Bluepoint hasn't got a line on Leo yet?

                           Bert
          Not that I know about.  He's been lookin', but I
          guess Leo's been movin' around and--hoist this
          over the bar, will ya?--and thingslve been kinda
          hectic.

     He is handing Tom a briefcase.  As Tom leans over the bar
     to drop it behind:

                           Tom
          Do me a favor--let me know if he finds anything.

     Bert is pouring himself a drink.

                           Bert
          Yeah, okay--

     Whisper, gun drawn, calls from the back of the bar:

                           Whisper
          I'm gonna put this one to sleep, wuddya think
          Bert?

     Bert shrugs into his overcoat.

                           Bert
          Yeah, okay.

                           Tom
          If you kill him he won't be able to think things
          over.

                           Whisper
          He don't seem like such a hot thinker.

                           Tom
          You'll think about what you've learned here,
          won't you Louie?

                           Round Man
          You bet, Tom, I'll think plenty!

     Bert shrugs.

                           Bert
          Ah, what the hell. . .

     The round man scrambles to his feet and runs out the back
     door.  Whisper puts away his gun and saunters over to Tom
     and Bert.

     As the three men head for the front door:

                           Bert
          . . . If we can't trust a dago, the whole thing's
          hopeless anyway.



<b>47.  EXT   SPEAKEASY
</b>
     As the three men emerge into the afternoon sun.

                           Tom
          So, are we winning?

     Bert gives a so-so flutter of his hand.

                           Bert
          It's tough.  Leo's still got some teeth left.
          His men bushwhacked Tony Campisi last night, slit
          his throat.

                           Whisper
          Yeah?  He die?

                           Bert
          I said, they slit his throat.

                           Whisper
          So what, genius?  I had my t'roat slit once.

                           Tom
          Sure Whisper, but normal people's brains need
          oxygen--

     BOOM!--Behind the three men the front of the speakeasy
     blows--glass flying, flame licking out.

     Though there is commotion among the passers-by, Tom, Bert
     and Whisper don't even turn around to look.

                           Bert
          Get the car, will ya Whisper?

     As Whisper trots out into the street:

                           Tom
          Don't tell Bluepoint I was asking about him.

                           Bert
          Yeah yeah.

                           Tom
          Caspar just wanted me to check up, make sure he's
          doing everything he can--

     There is a faint but distinct popping sound.

     Tom looks into the street.

     Whisper is staggering around, as if drunk.  He turns to
     face Tom and Bert.

     He lurches toward them.  A red stain is blossoming on his
     chest.

     The ambient hubbub fades to total silence; we hear only the
     crisp staggering scuffle of Whisper's shoes as he stumbles
     into the foreground, looking stunned.

     He drops.

     A woman screams.

     Noise wells up.

     Bert is unhoistering his gun, looking up.

     Tom looks where Bert is looking.


<b>     FACING ROOFTOP
</b>
     A man with a distinctive shock of white hair--Dead Terry
     McGill.  He puts up his gun and starts running along the
     roof.


<b>     BERT
</b>
     Starts running along the street to keep pace, firing up at
     the facing roof.


<b>     A POLICE CAR
</b>
     Siren wailing, up on two wheels, taking a speeding turn
     onto the street.

     It is speeding towards Bert.


<b>     PULLING BERT
</b>
     Running, he is pointing, and bellowing at the car:

                           Bert
          Leo's man!  Up there!


<b>     POLICE CAR
</b>
     Cops with guns hang out every window.  They start firing.


<b>     TRACKING TOWARDS BERT
</b>
                           Bert
          . . . Up there!  Leo's--

     A hail of bullets cuts him to pieces.  A limp rag, he hits
     the road.

     The police car squeals to a halt in front of his corpse.  A
     sergeant and his men pile out.

     Tom is sauntering over, smoking a cigarette.

                           Sergeant
          'Lo, Tom.  Chalk one up for the good guys, huh?

                           Tom
          Yeah, Caspar'll be thrilled.  You just shot one
          of his apes.

                           Sergeant
          Bullshit!

     Tom's attention is drawn by something down the street.


<b>     HIS POV
</b>
     About a block away, a man with white hair is crossing the
     street, from the side where the sniper's shot came from.

                           Sergeant (off)
          I'm tellin' you that's Two-Toe Jackson!  He's
          Leo's!


<b>     BACK TO TOM
</b>
     As he starts to leave.

                           Tom
          It's Bert Sachetti, Caspar's bang-man.

     Behind him the Sergeant bellows at another cop:

                           Sergeant
          Bullshit!  Take his shoes off.  Count his goddamn
          toes!



<b>48.  INT   DINER
</b>
     Dead Terry McGill sits at a stool looking angrily down at a
     cup of coffee.  Tom enters to sit next to him.

     Through the windows behind them, we can see people running
     back and forth on the street, a fire engine racing past--
     furious activity, its noise muted inside the diner.

                           Tom
          'Lo, Terry.  You weren't aiming at me, were you?

     Terry does not even look over at him.  Sullenly:

                           Terry
          In the first place, I don't know what you're
          talking about.  In the second place, if I <u>had</u>
          been aiming at you I'd've hit you.  In the third
          place, I don't know what you're talking about in
          the first place.

     He tosses some coins onto the counter and gets up.  We hold
     on Tom as Terry talks to Tom's back:

          . . . I'd like to have, believe me.  Leo won't
          let me--yet.  But I'll bring him around.

     He puts a hand on Tom's stoulder and swivels him around.
     Terry clenches a fist and draws it back to throw a punch.

     Tom and Terry look at each other, Tom making no movement to
     defend himself.

     After a long beat, Terry uncldnches his fist and sneers:

          . . . I won't give you the satisfaction.



<b>49.  CUT TO:
</b><b>     DOORKNOB
</b>
     As--CRASH--a foot enters to kick it and the door in.


<b>     INT   VERNA'S APARTMENT
</b>
     Verna is backing away from the door--behind us--into the
     apartment.  Bluepoint strides into frame.

                           Bluepoint
          Know who I am?

     Verna continues to back away; Bluepoint continues to
     advance.

                           Verna
          Yeah, Johnny Caspar's shadow.  Did he stay in bed
          today?

                           Bluepoint
          Jesus.  I open my mouth, the whole world turns
          smart. . .

     He glances around the room.  Verna is backing around the
     couch.  Bluepoint continues to follow her.

          . . . What business d'you have with Tom Duchaisne?

                           Verna
          None.

     She continues to back away; Bluepoint continues to follow.

                           Bluepoint
          You're Leo's twist, right?

                           Verna
          Me and Leo are through.

     She picks up her purse from the sill behind the couch and
     rummages.  Bluepoint doesn't seem to mind.

                           Bluepoint
          Yeah?  So you're sluttin' around with Tom now,
          huh?

     Verna has taken a gun from her purse; she levels it at
     Bluepoint.

                           Verna
          Get outta here.

     As he continues to stride towards her:

                           Bluepoint
          Okay, see ya later. . .

     His hand shoots out in a flash--he has grabbed the gun with
     one hand, her arm with the other.

          . . . Before I go, what's your boyfriend up to?

     Verna is stuggling in his grasp to no effect.

                           Verna
          Nothing I know about.

     Bluepoint drags her close, nose to nose:

                           Bluepoint
          Yeah?  It doesn't figure for me, your dumping
          Leo for the guy who put a bullet in your brother.

     Verna stops resisting and stares at him.

     Bluepoint stares back at her, thinking.

          . . . Didn't tell you, huh?

     We hear a footstep offscreen.


<b>     REVERSE
</b>
     Facing the door, from behind Bluepoint and Verna.

     Bluepoint wheels, swinging her body in front of his as two
     topcoated men enter, guns drawn.

     Both intruders hold fire, their shot blocked by Verna.  The
     gun in Bluepoint's hand barks once.

     The lead man pitches forward, his gun clattering away.

     His partner is ducking back out the door.

     Verna still struggles futilely; Bluepoint keeps his gun,
     peeking out from behind Verna, trained on the empty
     doorway.

     The man an the floor, still alive, has started clawing
     himself towards his gun, a few paces away.

     Bluepoint ignores him.  He stares at the open door.

     After a silent beat, from the hall:

                           Man In Hall
          . . . Let her go, Bluepoint, there's nothing you
          can do.  Leave by the fire escape.  There's more
          of us on the way--

     BANG--Bluepoint fires.

     Wood splinters in the door, which shudders back a few more
     inches towards the wall.  The voice from the hall has
     stopped short.

     After a short silent beat, we hear a gun clattering to the
     floor outside in the hall.

     We hear fabric drag across wall, and then see the dead man
     drop to the floor just outside the door.

     Bluepoint tosses Verna away and saunters unhurriedly over
     to the first man, who has almost reached his gun.

     Just as the man's hand closes over it Bluepoint, in stride,
     steps onto the hand and gun.  Most of his weight is on it.

     Head cocked, he looks down at the man in front of him.

                           Bluepoint
          . . . You Leo's?

                           Man
          Yeah.  He wanted her looked out for.

                           Bluepoint
          Well you did a bang-up job; I'll be sure to tell
          him.  Where <u>is</u> Leo?

                           Man
          . . . If I tell you, how do know you won't kill
          me?

                           Bluepoint
          Because if you told me, and I killed you, and you
          were lying, then I wouldn't get to kill you then.
          Where's Leo?

     The man is sweating.

                           Man
          . . . He's--he's moving around.  But tomorrow
          night he's getting his mob together at Whiskey
          Nick's.

     Bluepoint points his gun at the man's head.

                           Bluepoint
          You sure?

                           Man
          Check it.  It's gold.

                           Bluepeint
          You know something, yegg?  I believe you.

<b>     BANG.
</b>
     Bluepoint straightens up from the body and turns.


<b>     LOW AND WIDE ON BLUEPOINT
</b>
     One corpse an the floor beside him, the other corpse in the
     doorway behind him.

     He absently wraps one hand around the warm barrel of the
     gun, then brings the hand up to blow against its open palm.

                           Bluepoint
          Go ahead and run, sweetie . . .


<b>     HIS POV THE WINDOW
</b>
     The main zoom is now empty.  Sheers billow at the window,
     now open, that let's out on the fire escape.  Off:

                           Bluepoint
          . . . I'll track down all a you whores.



<b>50.  DISSOLVE THROUGH TO:
</b><b>     WINDOW  NIGHT
</b>
     Sheers billow in the breeze.


<b>     TOM
</b>
     Sitting up in bed, smoking a cigarette, thinking.  The
     bedroom is dark.

     There is a knock at the apartment's front door. Tom
     reacts, but does not immediately rise.

     The knock is repeated.

     Tom finally throws the covers off and swings his feet
     around to the floor.

     But the knocking stops and another sound brings him up
     short:  The person at the door is now playing with the
     lock.

     Tom sits motionless, listening.

     After some rattling we hear the lock spring, then the door
     swinging open, then shut again.  We hear footsteps cross
     the main room, and then the squeak of chair springs.

     Silence.

     Tom rises and walks to the living room doorway.  He leans
     against the jamb.


<b>51.  HIS POV
</b>
     The windows throw moonlit squares onto the floor.  We can
     see only the legs of someone sitting in the armchair.

                           Tom
          'Lo, Bernie.  Come on in, make yourself at home.

     Bernie turns on the lamn on the table at his elbow.  He
     holds a gun casually in his lap.

                           Bernie
          'Lo, Tom.  Thought I'd do that, since you didn't
          seem to be in.  Figured it was a bad idea to wait
          in the hall, seeing as I'm supposed to be dead.

                           Tom
          Mm.

                           Bernie
          How'd you know it was me?

                           Tom
          You're the only person I know'd knock and break
          in.

                           Bernie
          Your other friends wouldn't break in, huh?

     Tom shakes his head.

                           Tom
          My other friends wanna kill me, so they wouldn't
          knock.

     He crosses to the chair facing Bernie's.

          . . . What's on your mind, Bernie?

                           Bernie
          Things. . . I guess you must be kind of angry.
          I'm supposed to be gone, far away.  I guess it
          seems sort of irresponsible, my being here. . .

     Bernie leaves room for a response but Tom is only listen-
     ing.

          . . . And I was <u>gonna</u> leave.  Honest I was.  But
          then I started thinking.  If I stuck around, that
          would not be good for you.  And then I started
          thinking that. . . <u>that</u> might not be bad for me.

     Tom still doesn't answer.

          . . . I guess you didn't see the play you gave
          me.  I mean what'm I gonna do?  If I leave, I got
          nothing--no money, no friends, nothing.  If I
          stay, I got you.  Anyone finds out I'm alive--
          you're dead, so. . . I got you, Tommy.

     Tom is silent.

          . . . What's the matter, you got nothin' to crack
          wise about?  Bernie ain't so funny anymore?

     Bernie's lip is quivering.  His voice is softer:

          . . . I guess I made kinda a fool a myself out
          there. . . I was shittin' myself, Tommy. . .
          you didn't tell anyone about that.

                           Tom
          No.

                           Bernie
          'Course <u>you</u> know about it. . . its . . . It's a
          painful memory.  And I can't help remembering
          that you put the finger on me, and you took me
          out there to whack me. . . I know you didn't. .
          . I know you didn't shoot me. . . but. . . but--

                           Tom
          But what have I done for you lately?

                           Bernie
          Don't smart me.

     He stares hard at Tom for a moment.

          . . . See, I wanna watch you squirm.  I wanna see
          you sweat a little.  And when you smart me, it
          ruins it.

     Bernie gets to his feet, keeping the gun trained on Tom.

          . . . There's one other thing I want.  I wanna
          see Johnny Caspar cold and stiff.  That's what
          you'll do for your friend Bernie. . .

     He has opened the door to the flat.

          . . . In the meantime I'll stay outa sight.  But
          if Caspar ain't stiff in a couple of days I start
          eating in restaurants.

     The door shuts behind him.

     Tom, heretofore very still, springs from the chair, goes to
     the bedroom and reemerges with a gun.

     He bolts for the door, instinctively grabbing his hat off a
     hook.  He is wearing only his boxer shorts, a sleeveless
     tee-shirt, and the hat jammed onto his head.

     He throws open the door.

<b>52.  HALLWAY
</b>
     Empty.

     Tom runs to the bannister and looks down.


<b>     HIS POV
</b>
     A flight down, a hand slides down along the railing.
     Bernie's trotting footsteps echo in the stairwell.


<b>     TOM
</b>
     He runs back to his apartment.


<b>53.  APARTMENT
</b>
     Tom runs across to the open window and clambers out.


<b>54.  FIRE ESCAPE
</b>
     Tom trots down.  His bare feet ring dully against the steel
     of the fire escape.

     He reaches the bottom landing, swings over the railing,
     hangs by his hands for one brief moment and then drops.


<b>     THE ALLEY
</b>
     As his bare feet hit the pavement.  Tom is a silhouette in
     the lamplight from the end of the alley.

     He straightens from his crouch and runs.


<b>     BACK DOOR
</b>
     Of his apartment building--over Tom's shoulder as he enters
     frame.  The empty, brightly lit hall inside runs straight
     the length of the building to the front door, which is just
     closing.

     Tom throws open the back door.


<b>55.  HALLWAY
</b>
     As Tom runs through toward the front.

     Before reaching the door, he falls violently forward.

     His gun skates away from him across the floor.

     He starts to roll over to look behind him and a crunching
     blow catches him on the chin, snapping his head the rest of
     the way around and sending him flat onto his back.

     Bernie, who has emerged from under the staircase, towers
     over him.

                           Bernie
          You make me laugh, Tommy.  You're gonna catch
          cold, then you're no good to me. . .

     He is walking over to Tom's gun, which he picks up and
     unloads into his hand.

          . . . What were you gonna do if you caught me,
          I'd just squirt a few and then you'd let me go
          again.

     He tosses Tom the empty gun and walks out.

     Tom, white-faced and shivering, pulls himself up to sit
     leaning against the wall.

     A first-floor apartment door opens and a sixty-year-old
     woman emerges, pulling a housecoat tight.  She goggles at
     Tom.

                           Woman
          Why Mr. Duchaisne!  What on earth. . .

     Tom tries a smile that looks idiotic.

                           Tom
          They took everything. . .


<b>     LONG SHOT   THE HALL
</b>
     Clucking sympathetically, the old woman is leaning down to
     help Tom up.  As he drapes an arm over her shoulder:

                           Tom
          . . . I fought like hell but there were too many
          of 'em . . .

<b>     FADE OUT
</b>


<b>56.  CUT TO:
</b><b>     CLOSE SHOT   PLAQUE
</b>
     Set into an exterior wall, identifying the SHENANDOAH CLUB.


<b>57.  INT   CLUB
</b>
     Tom, in his overcoat and hat, is walking up to the bar.

                           Tom
          'Lo, Tony.  How's the club holding up?

     Behind the bar, Tony looks sour.

                           Tony
          We're managing to squeak by without you.  Got
          Lazarre's money?

                           Tom
          No.

                           Tony
          Well, you're not supposed to be here since you
          turned rat.

                           Tom
          Relax, Tony, Leo's not around, is he?

                           Tony
          Maybe Leo's not the only one doesn't care for you
          here.

     Tom works to keep his smile.

                           Tom
          . . . Fickle, huh Tony?  You could almost be a
          dame.

                           Tony
          Pal, you read my mind, you sneak my thoughts.
          Jesus, I hope you know what you're doing.

                           Tom
          No more than usual.  The last couple days, you
          booked any heavy bets on a long shot at Satur-
          day's fights?

                           Tony
          Why the hell should I tell you?

     Tom shrugs.

                           Tom
          The truth is Tony, there's no reason on earth.

     Staring at Tom, Tony blows air through his teeth.  He sets
     up a drink for Tom.

                           Tony
          . . . Saturday's fights.  Yeah.  Drop Johnson
          parked two yards on one yesterday.  On Sailor
          Reese, an undercard bum.

     Tom downs the drink in a gulp.

                           Tom
          Drop Johnson?  He play your book much?

                           Tony
          You kidding?  I didn't even know he could count.

     From offscreen there is a loud CRASH and, with that, many
     of the club patrons start screaming.  Tony looks off and
     Tom swivels to look.

                           Tony
          Oh Jesus. . . You bring them with you?

     As he shoves off from the bar:

                           Tom
          No.

     Uniformed policemen are pouring into the club, wielding
     axes.  They destroy everything in their path, sweeping the
     elegantly dressed patrons before them.

     Tom wades into the sea of blue and nods at Delahanty, the
     policeman we know from the raid on Caspar's.

                           Tom
          'Lo, Brian.  Still fighting the good fight?

                           Delahanty
          'Lo, Tom.  Neither wind nor rain nor snow. . .

                           Tom
          That's just the mailmen.  Is O'Gar here?

                           Delahanty
          Just look for the long face.


<b>58.  EXT   THE CLUB
</b>
     It is just cracking dawn.

     O'Gar is leaning against a car, facing the club, taking in
     the scene as he glumly chews on a toothpick.  The street is
     clogged with police vehicles.

     Tom approaches.

                           Tom
          'Lo, O'Gar.  You don't look happy.

                           O'Gar
          Look at this mess.  Gutting the golden calf
          again.

     He shakes his head.

          . . . I don't know whether to laugh or cry.

                           Tom
          Yeah, it's awful confusing.  You know a yegg
          named Drop Johnson?

                           O'Gar
          We've spanked him a couple times.

                           Tom
          Where does he flop?

                           O'Gar
          The Terminal Hotel on Bay Street, whenever he's
          broke--which is one hundred percent of always.
          Jesus . . .

     He reacts to gunfire from the second story of the club.

          . . . Don't nobody ask me, since I'm only the
          chief around here, but I'll tell you my opinion:
          Caspar's just as crazy as Leo.  And an eye-tie
          into the bargain.

     As he heads off:

                           Tom
          What's the matter, O'Gar, doesn't anything ever
          suit you?



<b>59.  PULLING TOM
</b>
     As he walks along a nearby street; we can still faintly
     hear the sirens and police activity back at the club.

     A black touring car is tooling up alongside of him.  Tic-
     Tac leans out the driver's window.  He has welts around his
     mouth and looks like he has been a little roughed up.

                           Tic-Tac
          Hop in, Tom, we been lookin' for you.

     Still briskly walking:

                           Tom
          I'm busy.

                           Tic-Tac
          Hop in anyway, as in you ain't got no choice.

                           Tom
          You can't hijack me, Tic-Tac, we're on the same
          side now--or didn't you get that far in school?

     The car screeches over to put a wheel on the sidewalk and
     block Tom's way.  The back door swings open and Frankie
     emerges to help Tom in.  Like Tic-Tac, Frankie looks a
     little worked over.

     Tom quickly sizes up the situation and decides to comply.


<b>60.  INT  CAR
</b>
     As Tom sits into the back, next to Bluepoint.  Frankie
     slides in after him.

                           Bluepoint
          How'd you get the fat lip?

     The car starts moving.

                           Tom
          Old war wound.  Acts up around morons.

                           Bluepoint
          Very smart.  What were you doing at the club?
          Talking things over with Leo?

                           Tom
          Don't think so hard, Bluepoint, you might sprain
          something.

                           Bluepoint
          You're so goddamn smart.  Except you ain't.  I
          get you, smart guy, I know what you are.
          Straight as a corkscrew.  Mr. Inside-Outsky.
          Like a goddamn bolshevik, picking up your orders
          from Yegg Central.  You think you're so goddamn
          smart.

     He sneers:

          You joined up with Caspar.  You bumped Bernie
          Bernheim.  Down is up.  Black is white.  Well I
          think you're half-smart.  I think you were
          straight with your frail and queer with Johnny
          Caspar.  And I think you'd sooner join the
          Ladies' League then gun a guy down.

     His eyes narrow at Tom.

          . . . Then I hear that these two geniuses never
          even saw this rub-out take place.

     Defensively:

                           Tic-Tac
          The boss just said have him do it, he didn't say
          nothing about--

                           Bluepoint
          Shutup, or maybe you still got too many teeth.

     Tic-Tac sulks.  Bluepoint turns and gazes out the window of
     the car.

          . . . Everyone's so goddamn smart.  Well, we'll
          go to Miller's Crossing.  And we'll see who's
          smart.



<b>61.  EXT   WOODS
</b>
     It is morning; the sun is now fully up.  Bluepoint and Tom
     walk side-by-side through the woods.  Frankie and Tic-Tac
     walk several steps ahead of them, each off to one side,
     searching.  Frankie is singing an old Neapolitan song.

                           Bluepoint
          Y'understand if we don't find a stiff out here,
          we leave a fresh one.

     Tom walks a little unsteadily.  His shoulders are hunched
     and his hands are jammed into his overcoat packets.  He
     stares woodenly forward.  Bluepoint laughs softly.

          . . . Where're your friends when you need 'em,
          huh?  Where's Leo now?

     Tom tramps mechanically on.  His eyes drift up.


<b>     HIS POV
</b>
     Tracking.  A canopy of leaves, sprinkled by sunlight.
     The boughs of the trees sough quietly in the wind.

     We hear the unearthly groaning of the tree limbs.


<b>     TOM
</b>
     Looks forward.

     Bluepoint calls out:

                           Bluepoint
          Hey Tic-Tac, ever notice how the snappy dialogue
          dries up once a guy starts soiling his union
          suit?

     Tom tramps on.


<b>     HIS POV
</b>
     The backs of Frankie and Tic-Tac as they walk on ahead.

     Frankie is still singing.


<b>     TOM
</b>
     He looks stupidly at Bluepoint.  He looks ahead.

     He stops abruptly.


                           Bluepoint
          What?

     Tom is still for a moment, then with jerky movements gets
     down on his knees, hugs a tree with one arm for support,
     and vomits.

     Bluepoint watches him, then calls out to Frankie and Tic-
     Tac:

          . . . Okay, there's nothing out here.

     He grabs Tom's hat off his head and flings it away.  Then
     he plants a foot against Tom's side and shoves him to the
     ground.


<b>     CLOSE ON TOM
</b>
     As his face hits the ground.

     Bluepoint's foot enters; he plants it an the side of Tom's
     neck to keep him pinned.


<b>     TOM'S POV
</b>
     Skewed angle, from the ground.

     Frankie is ambling back, singing.


<b>     BLUEPOINT
</b>
     Checking the open chamber of his gun.  He snaps it shut.

     As he levels the gun at Tom:

                           Bluepoint
          Think about this, smart guy.


<b>     TOM
</b>
     Closing his eyes.

     From offscreen:

                           Tic-Tac
          Uh-oh, hankie time!

<b>     FRANKIE
</b>
     He stops singing and turns to look.


<b>     TOM
</b>
     The foot comes off his neck.


<b>     BLUEPOINT
</b>
     Looking towards Tic-Tac.


<b>     TIC-TAC
</b>
     Taking a handkerchief out of his breast pocket and bringing
     it to his face as he looks at something on the ground in
     front of him.


<b>     BLUEPOINT
</b>
     He hauls Tom to his feet and pushes him towards Tic-Tac.

     We track behind the two men as they approach Tic-Tac and
     Frankie enters from the side.

     We cannot yet see what is on the ground in front of him.

                           Tic-Tac
          Birds been at him.

     Frankie is taking out his hankie as he draws near.

                           Frankie
          Jesus Christ. . .

     He looks up at Tom as Tom approaches.

     Over Tom and Bluepoint's shoulders, stretching away from
     us, face-up, is a body.  We cannot see much of its face;
     what we do see is pulp.

     Tic-Tac is laughing, incredulously.

                           Tic-Tac
          . . . I said put one in his brain, not in his
          stinking face. . .


<b>     EXTREME LONG SHOT
</b>
     Four very small men in overcoats and fedoras, looking down
     at the ground; they are dwarfed by the surrounding trees.

     Very faintly we can hear:

                           Frankie
          I told you, Bluepoint, we heard two shots. . .

<b>     QUICK FADE OUT
</b>


<b>62.  CUT TO:
</b><b>     APARTMENT BUILDING DOOR BUZZER
</b>
     A beat-up panel in the building's entryway, listing
     tenants' names and apartments opposite a row of buttons.

     A hand coasts along the names and stops at CLARENCE
     JOHNSON/4C, then moves away and presses two other buzzers
     on the fifth floor.

     After a beat, we hear the front door buzz open.


<b>63.  FOURTH-FLOOR HALLWAY
</b>
     Tom walks up to 4C, unpocketing a gun.  He gently tries the
     knob, which turns, and enters.


<b>64.  DROP'S APARTMENT
</b>
     As Tom enters.

     Drop Johnson is sitting at a table in the living room,
     which also serves as kitchen and dining room.  He is a
     large man with a thick neck, a low forehead, and rather
     vacant eyes.

     He is looking up at Tom, a spoonful of cereal frozen
     halfway to his mouth, a folded-back newspaper in his other
     hand, opened to the funnies.

                           Tom
          'Lo, Drop.  How're the Katzenjammers?

     Uncomfortably:

                           Drop
          'Lo, Tom.  What's the rumpus?

     As he talks, Tom walks casually around the apartment,
     bumping open doors, sticking his head in each room.

                           Tom
          Had any visitors?

     Drop's head swivels to follow Tom around the room; aside
     from that he does not move.  He speaks cautiously:

                           Drop
          No.

                           Tom
          Not ever, Drop?

                           Drop
          . . . Not lately.

     Tom nods.

                           Tom
          Then you must be happy to see me.

     Drop doesn't respond.

          . . . So you didn't see Bernie Bernheim, before
          he was shown across?

                           Drop
          No.

                           Tom
          . . . Seen him since?

     Drop maintains a sullen silence.

     Tom is picking up a hat from a clutter on top of a bureau.

                           Tom
          One last question, Drop.  I hear you've got a lot
          of money on tomorrow's fight.  Is that your bet,
          or did you place it for a friend?

                           Drop
          No, uh. . . it's my bet.  I just. . . I have a
          good feeling about that fight. . .

     Tom's stroll through the apartment has brought him behind
     where Drop sits.

                           Tom
          A good feeling, huh.  When did the feeling return
          to your head?

                           Drop
          . . . Huh?

     Tom puts the hat on top of Drop's head.  Drop's eyes roll
     up to look at it, but otherwise he still doesn't move.

     The hat, too small, sits ludicrously atop his head.

     Tom starts toward the door.

                           Tom
          You've outgrown that one.  Must be all the
          thinking you've been doing. . .

     He pauses with his hand on the knob.

          . . . Tell Bernie something's come up.  He has to
          get in touch.  There'll be nothing stirring til I
          talk to him.

     He slams the door.



<b>65.  CUT TO:
</b><b>     A LARGE WINDOW
</b>
     We are looking at the ground-floor window from the street.
     Letters stencilled on the glass identify the SONS OF ERIN
<b>     SOCIAL CLUB.
</b>
     A topcoated man scurries into frame, knocks out a pane with
     the grip of a gun, and tosses a small pipelike device
     inside.  He scurries away and we pan with him across the
     street to reveal a line of cars, police and civilian,
     parked along the far curb.  No men are visible except the
     scurrying man, who takes cover behind one of the parked
     cars.


<b>     SOCIAL CLUB
</b>
     A beat.  From inside we hear a pair of trotting footsteps--

     BOOM!  The window blows out, spitting glass into the
     street, along with a large dark form.


<b>     THE STREET
</b>
     Glass showers the pavement and a charred rag-doll of a body
     hits hard, face down, and skids a couple feet.  Smoke wisps
     from it.


<b>     THE CLUB
</b>
     A lick of flame from the bomb is already dying and heavy
     grey smoke is billowing out.


<b>     THE STREET
</b>
     Men start cautiously rising from behind the cars.  A lot of
     men.  Some wear police uniforms; some are civilians.  All
     are armed.


<b>     THE CLUB
</b>
     Billowing smoke.


<b>     THE STREET
</b>
     The men have straightened up.  A policeman calls through a
     bullhorn:

                           Policeman
          All right.  Anyone left in there, come on out,
          grabbing air.  You know the drill.


<b>     THE CLUB
</b>
     After a beat, the front door swings open.  A man emerges,
     one hand in the air, one holding a handkerchief over his
     mouth.

     He walks into the middle of the street.

     One of the civilians behind the cars fires.

     The man takes the bullet in the chest and drops to the
     ground, where he twitches.

     The man who fired, in the foreground, grins.  A ripple of
     laughter runs down the line of men.


<b>     THE CLUB WINDOW
</b>
     Smoke still pouring out.

     With a RAT-A-TAT-TAT muzzle flashes from inside illuminate
     the smoke.


<b>     THE STREET
</b>
     Bullet hits chew up the cars and a few of the men; the
     others drop back down behind the cars and start returning
     fire.


<b>     THE WINDOW
</b>
     A forbidding black hole in the exterior wall.  A second
     tommy has joined the first to pour lead out into the
     street.



<b>66.  CUT TO:
</b><b>     RECEPTION AREA
</b>
     Tracking in an a youngish secretary in a severe dress,
     sitting behind a desk.

     Faintly, from a distance, we can still hear gunfire.

                           Secretary
          'Lo, Tom, where've you been hiding?


<b>     REVERSE
</b>
     On Tom.

                           Tom
          Hither and yon.  The mayor in?

                           Secretary
          With Mr. Caspar.

     Tom is already heading for the door.

                           Tom
          That's who I'm looking for.  Scare up some
          hootch, will you honey?

                           Secretary
          Surely.  I'll announce you.

     As he opens the door:

                           Tom
          Don't bother, I'm well liked.


<b>67.  INT    MAYOR'S OFFICE
</b>
     A grand, high-ceilinged place.  Mayor Levander sits behind
     his desk sputtering, his face turning purple.  Caspar,
     sitting across from him, is also turning purple.  Sitting
     to one side are two identical thirty-year-old men, appar-
     ently twins, mustachiced, silent, respectful, mournful,
     their hands clasped over the hats in their laps, wearing
     stiff new-looking suits with old-fashioned collars.

                           Mayor
          I can't do it, Johnny!  I'll look ridiculous!
          Why, it simply isn't done!  <u>Assistants</u>, maybe--

                           Caspar
          For a mayor, you don't hear so hot!  I said <u>head</u>!
          Head of the assessor's office!

                           Mayor
          But there's two of 'em!

                           Caspar
          I can count!  Co-heads!

                           Mayor
          Johnny, needless to say, this office will do
          anything in its power to assist you and your
          cousins.  We did it for Leo, of course, on
          countless occasions--

                           Caspar
          Damn right--had every potato eater from County
          Cork an the public tit--

                           Mayor
          But there's a way we do things, hallowed by usage
          and consecrated by time!  When we put people on
          the pad, when Leo was running things, we--

     Caspar is furious:

                           Caspar
          Leo ain't running things!  I ain't innarested in
          ancient history!  I'm running things now!

                           Mayor
          Johnny, no one appreciates that more than I!  I
          can give them jobs!  I can give them <u>good</u> jobs!
          I can even give them jobs where thev won't have
          to perform any work, where their lack of English
          will be no impediment!  But I cant--

                           Caspar
          What is this, the high hat?!

     The mayor mops his face with a handkerchief and looks
     beseechingly at Tom.

                           Mayor
          Tom, can you explain it to him?  I can put them
          in public works but I can't--

                           Tom
          You can do whatever the hell Caspar tells you.  I
          don't remember all this double-talk when Leo gave
          you an order.

     The mayor looks flabbergasted.

                           Mayor
          Tom!  Jesus!

                           Tom
          Stop whimpering and do as you're told.

                           Caspar
          You can start by gettin' outta here.

                           Mayor
          But Johnny, it's my office!

                           Caspar
          Get outta here!  Take it on the heel and toe,
          before I whack you one!. . .

     The mayor retreats and Casmar stares at the two men sitting
     to the side.

          . . . You too, beat it!

     The two men look at each other, then back at Caspar.

                           First Man
          . . . Partiamo?

                           Caspar
          Yeah, go keep the mayor company.  I'll take care
          of ya's later.

     The immigrants rise and leave the room.  Caspar takes out a 
     handkerchief and wipes his brow.

          . . . Runnin' things.  It ain't all gravy.

     The secretary enters the office with a bottle of whiskey, a
     soda siphon and ice.  She places it an the mayor's desk and
     leaves.

     We can still hear faint gunfire and an occasional booming
     explosion that rattles the windows of the office.

                           Tom
          What's the fireworks?

                           Caspar
          Knockin' over one of Leo's clubs.  Sonofabitch
          just won't go belly-up. . . I'm sorry, kid.  I
          heard about your little ride this morning.

     Tom is walking over to pour himself a drink.

                           Tom
          Yeah, well sorry don't fix things.  We could just
          as easily've missed Bernie's corpse as stumbled
          over it, and I'd be dead now.

                           Caspar
          I know, I know.  But it don't mean Bluepoint's up
          to anything.  So he heard some rumor Bernie ain't
          dead, those stories pop up, people seen Dillinger
          in eight states last week.  So he hears a story,
          and he don't like you much anyway, so he decides
          to check it out--

                           Tom
          Any stories about Bernie being alive, Bluepoint's
          made up himself.

                           Caspar
          Aw, you don't know that.  It don't even make
          sense--why would he?

     Tom stares at Caspar for a beat.

                           Tom
          . . . There could be a damn good reason. . .

     Caspar squints at Tom.

          . . . If you've got a fixed fight coming up.  Do
          you?

                           Caspar
          . . . Maybe.  Okay, yeah, sure.  Tomorrow night,
          the fix is in.  What of it?

                           Tom
          Bluepoint knows about it?

                           Caspar
          Yeah. . . 

     He gazes off.

          . . . Okay, I get it.

                           Tom
          If Bluepoint's been selling you out on these
          fights, and means to again, he'll have to be able
          to point the finger at someone else--

     Uncomfortably:

                           Caspar
          Yeah, yeah, I get it.

                           Tom
          --but with Bernie dead there ain't a hell of a
          lot of people he can point to.

                           Caspar
          Yeah.  Bluepoint sells me out.  Makes pretend
          Bernie's still doin' it.  Ats real pretty.
          Bernie leaked the fix, and you take the fall for
          supposedly not killing him. . . .

     He leans back in the mayor's chair and gazes off, sucking
     his lips in and out as he thinks.  Finally:

          . . . But I dunno, why would Bluepoint cross me
          like that?  Money, okay, everybody likes money.
          But somehow it don't seem like him.  And I know
          the Bluepoint.

                           Tom
          Nobody knows anybody.  Not that well.

     Caspar shakes his head.

                           Caspar
          Money don't mean that much to him.

     Tom shrugs.

                           Tom
          Then it's not just money he's after.  He's got a
          wart on his fanny.

                           Caspar
          . . . Huh?

                           Tom
          A wart.  On his fanny.  Giving him the fidgets.
          Maybe he's sick of sitting on the couch and maybe
          behind your desk don't look like a bad place to
          move to.  Maybe he figures the money can help
          move him there.

     Caspar studies Tom.

                           Caspar
          . . . Kid, you got a lip on ya.

     He looks off again.

          . . . I don't generally care for it.  But you're
          honest, and that's something we can't get enough
          of in this business. . . I'll admit, since last
          we jawed, my stomach's been seazin' up on me.
          Bluepoint saying we should double-cross you; you
          double-cross once, where's it all end?  An
          innaresting ethical question.  I'll find Blue-
          point, talk to him, straighten it out--

     Tom laughs bitterly.

                           Tom
          Sure, talk to him.  Have a chat.  Ask him whether
          he's selling you out.  Don't take care of him
          before he makes his next move, just sit back and
          let him make it.  You're swimmin' in it.

     Caspars eyes flash.  Tom's tone softens:

          . . . Johnny, my chin's hanging out right along
          side yours.

     Caspar goes slack.

                           Caspar
          Yeah.

     Tom stands up.

                           Tom
          . . . I'd worry a lot less if I thought you were
          worrying enough.

     Caspar, miserable, rubs his face.  From the distant street,
     we hear another booming explosion.

                           Caspar
          . . . But I am, kid. . . Christ. . . running
          things. . .



<b>68.  CUT TO:
</b><b>     TOM'S APARTMENT
</b>
     The phone is ringing at the cut.

     We are looking at the window sill upon which the phone
     sits, with an empty chair facing.

     Footsteps approach and Tom sits into frame and takes the
     phone.

                           Tom
          Yeah?

     Through the phone:

                           Voice
          I got your message.

                           Tom
          'Lo, Bernie, I had a dream about you the other
          day.

     We hear Bernie laugh.

                           Bernie
          . . . Yeah?  A nightmare?

                           Tom
          On the contrary; very sweet.  I dreamt you were
          lying out at Miller's Crossing with your face
          blown off.

     More laughter.

                           Bernie
          . . . You get a kick out of that?

                           Tom
          I was in stitches.  It's Mink, isn't it?

                           Bernie
          I came back and he wasn't happy to see me.  Can
          you beat that, Tom?  All he could taik about was
          how he had to skip, and how much trouble he'd be
          in if anyone found me at his place.

                           Tom
          Some friend.

                           Bernie
          Yeah.  And you know what a nervous boy he was.  I
          figured, hell, you're a friend.  Maybe you could
          use some insurance.

                           Tom
          That's you to the gills, Bernie: thoughtful.  You
          didn't happen to keep his gun, did you?

     After a moment's hesitation:

          . . . Didn't Mink have a .22?

                           Bernie
          Held already ditched it.  Why?

     Another hesitation:

                           Tom
          . . . After Rug?

                           Bernie
          Yeah. . . How did you know?

     Down to business:

                           Tom
          Doesn't matter.  Listen, Bernie, I've been
          thinking about our little deal and I've decided
          you can stick it in your ear.

                           Bernie
          . . . Huh?

                           Tom
          I figure you don't have anything on me that I
          don't have on you.  As a matter of fact, less,
          since I've decided to leave town. So I'm calling
          your bluff.

                           Bernie
          Wait a minute--

                           Tom
          Shutup and let me talk.  I'm pulling out of here,
          tomorrow morning.  The only thing for you to
          decide is whether or not I leave behind a message
          for Caspar that you're still around.  If you want
          me to keep my mouth shut, it'll cost you some
          dough.

                           Bernie
          You can't--

                           Tom
          I figure a thousand bucks is reasonable.  So I
          want two thousand.

                           Bernie
          In a pig's eye--

                           Tom
          This isn't a debate, it's instructions.  I'm
          going out for a while; I'll be back here at four
          this morning.  Bring me the money.  If you're not
          at my place, four o'clock, with the dough,
          Caspar'll be looking for you tomorrow.

     He hangs up.



<b>69.  CUT TO:
</b><b>     HALLWAY
</b>
     We are close on Tom as, in overcoat and hat, he emerges
     from his apartment and looks down at the keys in his hand.

     WHAP--A fist swings into frame to connect with Tom's cheek.
     He falls back.

     Three topcoated men loom over him.

                           First Man
          Got any money?

     Tom is massaging his face.

                           Tom
          . . . No.

     The first man nods at the other two.

                           First Man
          Okay.

     The two men pick Tom off the floor and start to work him
     over.  He doesn't resist.

     The first man watches dispassionately.

          . . . Third race tonight.  By the finish, Tailor
          Maid had a view of the field.

     He lights himself a cigarette.

          . . . You oughta lay off the ponies, Tom.

     The two men work in silence for a while.  Tom too is
     silent.

     Finally:

          . . . Okay.

     The two men back away from Tom, breathing heavily.  He
     slides down the wall to the floor.

          . . . Lazarre said he's sorry about this.  It's
          just getting out of hand.

     Tom speaks thickly, his head propped against the baseboard:

                           Tom
          . . . Yeah.

                           First Man
          He likes you, Tom.  He said we didn't have to
          break anything.

                           Tom
          Yeah.  Okay. . . Tell him no hard feelings.

                           First  Man
          Christ, Tom, he knows that.

     With a jerk of the head the first man signals the other two
     and the trio turns to leave.

                           First Man
          . . . Take care now.



<b>70.  CUT TO:
</b><b>     DOORWAY:  NIGHT
</b>
     We are looking over Tom's shoulder as he waits in the rain
     in front of a large oak doorway with wrought-iron fretwork.
     At the cut we hear chimes dying, and the door swings open.

     There is a grand foyer with a parquet floor, unsittable
     furniture and a large chandelier.  A liveried butler looks
     inquiringly out at Tom.

                           Tom
          Tom Duchaisne.

                           Butler
          Yes sir . . .

     He steps back.

          . . . Mr. Caspar is in the great room.

     Tom is handing the butler his hat.

                           Tom
          Swell.  Can you take this?


<b>     INT   FOYER
</b>
     As Tom starts to shrug out of his coat, Caspar is crossing
     towards him.

                           Caspar
          Kid, what's the rumpus?

     Caspar seems as unhappy as last time we saw him.

                           Tom
          I got news.

                           Caspar
          Yeah, news at this end too.  My stomach's been
          seazin' up on me.

                           Tom
          Mink just told me that he--

     This has woken Caspar up:

                           Caspar
          You talked to Mink?!

                           Tom
          Yeah, on the phone.  Bluepoint wants you to think
          he's dissappeared, so you can't talk to him, but
          he's been right here in town.

                           Caspar
          You're sure it was Mink?

     Tom shrugs.

                           Tom
          See for yourself; he's coming to my place, four
          o'clock this morning.

     Having handed the butler his coat and hat, Tom lets Caspar
     lead him towards a pair of double doors.

          . . . He's afraid of a cross from Bluepoint.  He
          told me about the fix.  Says he'll sing for a
          couple grand skip money, tell us everyone
          involved. . .

71.  Caspar opens one of the double doors, and we continue
     tracking behind the two men as they enter the trophy room.
     The room has the low warm light of a men's club.  Outside
     the dark windows the rain sheets down.

     Caspar sits in behind his desk and swivels away to poke
     morosely with a fire shovel at the blaze in the fireplace.
     In the foreground, back to us, Tom rests his knuckles an
     the desk to lean towards Caspar.

          . . . But you better take care of Bluepoint right
          away.  Mink says if he comes after us its going
          to be tonight.

     As he looks into the fire:

                           Caspar
          Leo's holed up at Whiskey Nick's dump.

     Tom is momentarily taken aback.

                           Tom
          . . . How d'you know?

     A chuckle comes from behind


<b>     REVERSE
</b>
     On Tom.  In the background, Bluepoint is walking over to
     the door to the room to close it.

                            Bluepoint
          That ain't all we know, smart guy.

     He points with a nod towards the couch.

          . . . Recognize your playmate?

     On the couch sits Drop Johnson.  Drop's face looks worked
     on, and is beaded over with sweat.

     Having shut the door, Bluepoint is sauntering over to Tom.

          . . . Yeah.  You thought I'd quit.

     He shakes his head.

          Huh-uh.  I followed you this afternoon.  And I
          wondered why Einstein would want to talk to a
          gorilla. . .

     He is nose to nose with Tom, smiling at him.

          . . . So I grabbed the gorilla. . . And I beat it
          out of him.

     He shrugs.

          . . . Give me a big guy, every time.  They crack
          easy.  Not like you.

     Tom holds Bluepoint's look.

                           Tom
          Is there a point?  Or are you just brushing up on
          your small talk?

                           Bluepoint
          I like that.  Cool under fire.  I'm impressed.

     Very quickly he delivers two slaps--forehand and backhand.
     Tom's head rocks but he recovers to stare back at Blue-
     point.

          . . . The gorilla didn't know whose stiff we
          found, but I can fill that in.  You killed Mink,
          you sonofabitch.

     He grabs Tom by the lapels, swings him away from the desk,
     and lands a punch on his chin.

     Tom stumbles backs.

     Caspar has turned from the fireplace, watching the doings
     across the room.

     Bluepoint moves towards Tom, breathing hard with antici-
     pated pleasure.

          . . . Come here, bum.  I'm gonna send you to a
          deep dark place.  And I'm gonna have fun doing
          it.

     Bluepoint's hand snakes out and grabs Tom by the front of
     the coat, hauling him close.  He slaps him savagely.

          . . . It was Mink, and by God I'll hear you say
          it!

                           Tom
          Is this how you taught Drop his story?

     In one motion Bluepoint's hands wrap around Tom's throat
     choking him off.  As the pressure increases, Tom, purpling,
     sinks to his knees.

                           Bluepoint
          I like the way you think.  Maybe when you're dead
          I'll cut your head off, put it on my mantle--

     WHANG--a shovel blade swings into frame to smash Bluepoint
     in the face.

     He drops.

     From somewhere in the room, a scream.

     Bluepoint is on his hands and knees, one hand pressed over
     his ruined face, blood pouring from between the fingers.

                           Caspar
          Sonafabitch. . .

     He stands over Bluepoint with the fireplace shovel.

          . . . If there's one thing I can't stand, it's a
          double-cross artist.  I had a feeling 'bout this
          sonofabitch--

     He swings the shovel back and delivers an overhand blow to
     the top of Bluepoint's head.

     Bluepoint drops to the floor, instantly motionless.

     The scream, however, continues.

     Drop Johnson, on the couch, his eyes wide, his hands
     spastically squeezing his knees, is looking down at
     Bluepoint.  Drop's mouth is stretched wide.  He is scream-
     ing.

     Tom gets slowly to his feet.

     Cascar looks at Drop.

          . . . Shut it, you sonofabitch!

     He is striding over to him with the shovel.

          . . . I'll give you something to holler about!

     Tom intercepts him.

                           Tom
          Johnny.  It's okay.  Bluepoint made him.  It's
          okay.  It's not important.

     Caspar is panting.

                           Caspar
          Then have him shut it!

     Drop does.

     There is a beat.

     Incongruously, Caspar's bellow breaks the silence:

          . . . And we do the same to Mink!  This very same
          night!

     Another silence.  The rain.  The crackle of the fire.

     Tom's tone is soothing:

                           Tom
          . . . Johnny.  We can't double-cross him.  He
          wants to spill the whole set-up--

     Caspar stares at him through glazed eyes.

                           Caspar
          I've never let a sonofabitch walk!

                           Tom
          You've never crossed anyone . . .

     Caspar is staring at him.  His eyes have lost some of their
     glaze.

                           Tom
          . . . Four o'clock, my place.  Mink's coming in
          on his own hook so I promised him the money.
          Don't make me out a liar--

     Drop is suddenly screaming again.

     Caspar looks where Drop is looking:

     Bluepoint is raising his head, moaning.  His face is a mask
     of blood.  One hand gropes in his overcoat pocket for his
     gun.

     Caspar shouts over Drop's howl as he pulls something from
     his desk drawer:

                           Caspar
          . . . Lookit this, kid.

     He strides over to Bluepoint.

          . . . Something I try and teach all my boys. . .

     With the gun point blank against the back of Bluepoint's
     head, he fires.

     Tom recoils.

          . . . Always put one inna brain!



<b>72.  A CLOCK
</b>
     A large wall clock.  It is 3:30.

     We are pulling back and down to reveal that we are inside a
     diner; we are isolating on a section of counter on which
     sits a half-empty cup of coffee and an ashtray half-filled
     with butts.  A hand puts some change on the counter and
     leaves frame.


<b>73.  EXT   DINER
</b>
     As Tom pushes the door open and exits.  He tucks his
     overcoat collar up as he walks; it is pouring rain.

     Tom turns at the sound of approaching heels and recognizes
     Verna with some surprise.  He glances up and down the
     street, but it is deserted.  Verna doesn't seem to much
     notice the rain.

                           Tom
          'Lo, Verna.  What's the rumpus.

     Coldly, as they walk on together:

                           Verna
          I was just in the neighborhood, feeling a little
          daffy.  What're you doing?

                           Tom
          . . . Walking.

                           Verna
          Don't let on more than you have to.

                           Tom
          In the rain.

     Tom glances at her.

          . . . What're you doing out?

                           Verna
          Bernie's dead, isn't he?

     They walk on for a beat, Tom looking down at the sidewalk.
     Finally:

                           Tom
          . . . What makes you think that?

                           Verna
          That's no answer.

     Tom again glances around, and escorts Verna into a dark
     doorway alcove.  It is very small; they have to crowd into
     each other to stay out of the rain.  Water drops from the
     brim of Tom's fedora.  He studies her for a beat.

                           Tom
          I can't tell you anything yet.

                           Verna
          Nobody cares, do they?  His friends didn't really
          like him.

     Tom shrugs.

                           Tom
          He didn't like his friends.

                           Verna
          You're a sonofabitch, Tom.  You're someone to
          talk.  You got me to tell you where he was and
          then you killed him.

     She is raising a gun into frame: She presses it into his
     stomach.

     Tom stiffens but continues to stare at her calmly.

          . . . Tell me why.  What was in it for you?

                           Tom
          Nothing for me.

                           Verna
          Then why?

                           Tom
          . . . Giving up Bernie was the only way I could
          see to straighten things out for Leo.

                           Verna
          You said you didn't care about Leo.

                           Tom
          I said we were through.  It's not the same thing.

     Verna looks at him.

                           Verna
          I don't understand.  I don't care.  I don't
          care what reason you had or thought you had.

     She raises the gun and presses its barrel into the under-
     side of Tom's chin.  Tom stiffens but remains calm.

                           Tom
          . . . He's still alive.

     Verna stares at him.

                           Verna
          You expect me to  believe you?

                           Tom
          . . . No.

                           Verna
          That's you all over, Tom.  A lie and no heart.

     Verna pulls back the hammer.  There is a long beat.

     Verna's eves widen, locked an Tom's.

     Tom returns her look; his is sympathetic.

     Verna starts trembling.

     Tom's tone is soft, understanding.  It's the first time we
     have ever seen compassion from him.

                           Tom
          . . . It isn't easy, is it Verna?

     She abruptly lurches away and staggers a couple of paces
     onto the sidewalk in the rain.  She hugs a lamppost for
     support.  She is staring down at the street, still trem-
     bling.

     Tom walks up behind her and rests a hand an her shoulder.

          . . . Are you all right?

     She doesn't look around.  After a moment:

                           Verna
          . . . I don't know how you did it.

     She shrugs off his hand and stumbles off down the street.

     Tom watches her dissappear into the rain.



<b>74.  CUT TO:
</b><b>     TREE LIMBS
</b>
     Night, but sometime later--it has stopped raining.  The
     branches groan in the wind.  As they sway, streetlight
     glitters off the leaves, still wet with rain..

     We are booming down to reveal that we are in front of Tom's
     building, its windows dark.  During the boom we hear the
     rumble of an approaching car and the hiss of its tires on
     wet asphalt.

     The boom down ends as the car pulls into frame to stop at
     the curb with the camera framed on the driver's window.
     The driver has a small bandage on his left cheek.  We hear
     Caspar's voice as we hear him getting out the back:

                           Caspar
          Ya put the razor in cold water, not hot--'cause
          metal does what in cold?

                           Driver
          I dunno, Johnny.

     We hear the back door slam and Caspar appears in the front
     passenger window.

          . . . 'Ats what I'm tellin' ya. It contracts.
          'At way you get a first class shave.

                           Driver
          Okay, Johnny.

     As Caspar walks off the driver slouches back, pulls his
     fedora over his eyes and folds his arms across his chest.
     A back enters frame in the foreground.

                           Tom's Voice:
          'Lo, Sal.  You can dangle.

     The driver looks up, startled.

                           Driver
          'Lo, Tom.  You sure?  You don't look so hot.

     We still don't see Tom's face.

                           Tom
          I'm okay.  Go ahead, I'll drive him home.

     The driver shrugs.


<b>     REVERSE
</b>
     Wider, from the other side of the car, as the car pulls
     away.

     Tom walks into the foreground, toward his house; we tilt up
     to hold him.

     The low-angle shows us the tree behind Tom, its branches
     still creaking in the wind.

     Crack crack--we hear two gunshots from inside the house.

     Tom stops momentarily in close shot, looking up, and then
     continues on out of frame.


<b>75.  OVER TOM'S SHOULDER
</b>
     We follow him as he walks into the building and slowly down
     the first-floor hall.

     The hallway is quiet excent for a light moaning wind.

     Beyond Tom we see the door to the first-floor apartment
     crack open a slit.  Hissing:

                           Voice
          Mr. Duchaisne. . .

     The door opens wider.  Mrs. Zarpmas, wearing a housecoat,
     her gray hair down in braids, sticks her head out.

          . . . There were shots.

     Tom looks up towards the staircase, then back at Mrs.
     Zarpas.

                           Tom
          Go down to the drugstore.  Call the police.

     She stares at him, nods.  As she drapes on a raincoat:

                           Mrs. Zarpas
          Yes, Mr. Duchaisne.

                           Tom
          You better stay there til the officers arrive.

                           Mrs. Zarpas
          Yes . . .

     She pauses.

          . . . Will the cats be all right here?

     Tom stares at her.

     Finally, he nods.

                           Tom
          . . . They'll be fine.

     Mrs. Zarpas returns his dazed nod, and shuffles away.

     So far, upstairs, all is quiet.


<b>     PULLING TOM
</b>
     As he starts slowly towards the staircase.


<b>     TOM'S POV   TRACKING FORWARD
</b>
     A small black object on the staircase--an upside-down
     fedora.  Blood drips with a hollow rattle down onto a step,
     a couple steps above the hat.


<b>     PULLING TOM
</b>
     He looks up.


<b>     POV
</b>
     A head sticks through the balusters of the second story
     landing return.  The body is on its back; the head lolls
     back over the tip of the landing down towards the stair-
     case.

     Our climbing low angle shows us mostly the back of the
     head.  The body's far shoulder has knocked out a baluster
     whose splintered bottom juts down towards the stairs.


<b>     PULLING TOM
</b>
     Still climbing, looking at the body.


<b>     HIS POV
</b>
     Climbing and panning as we draw even with the head.

     It is Caspar.  Blood has been expelled through his nostrils
     over his mouth and chin.  His face is deep red.  His eyes
     stare glassily at Tom.


<b>     PULLING TOM
</b>
     As he reaches the top of the stairs and swings around to
     face along the landing.  We hear a chuckle, close by.  Wind
     is groaning through the hallway.


<b>     POV
</b>
     In the middle foreground Caspar lies an the floor; beyond
     him, Bernie leans against the doorframe in Tom's open
     doorway, smiling, his arms folded over his chest.

     The balusters stretch away in a regular line, throwing
     vertical shadows upwards against the opposite wall.

                           Bernie
          I get it.  You set me up.

     Tom leans against the wall and looks morosely down at
     Caspar.

                           Bernie
          . . . Anything to avoid a little dirty work
          yourself, huh?

     Tom doesn't answer.

          . . . How'd you know held get it and not me?  Or
          didn't you care?

     Tom shrugs, still staring down at Caspar.

                           Tom
          I figured you'd come early, and be looking for
          blood.  He wouldn't, so you'd likely have the
          drop on him.

     Bernie takes his gun out of his overcoat packet and
     saunters over.

                           Bernie
          You're a sonofabitch, Tom.  I like the way you
          think.  You're right, the bonehead never knew
          what hit him.

     He looks down at Caspar, unable to supress a smile.

          . . . But if you knew I'd come looking to kill
          you, how do you know I won't still?

     Tom shrugs again.

                           Tom
          Nothing in it for you, now.  With him dead we got
          nothing on each other.  Let me have the gun.

                           Bernie
          Why?

     Tom jerks his head towards Caspar.

                           Tom
          Pin this on Bluepoint.  Neither of us wants him
          walking around after this.

     Bernie shakes his head.

                           Bernie
          The cops'll be Leo's now.  They won't care what
          they hang Bluepoint for.

     Tom shrugs again.

                           Tom
          I guess that's so.  If you don't mind keeping the
          gun that killed Caspar.  And Mink.

     He stoops down over Caspar's body and starts feeling
     through Caspar's pockets, looking for something.

          . . . Why <u>did</u> Mink shoot Rug, anyway?

     Bernie is walking towards him, emptying the bullets from
     his gun.

                           Bernie
          I dunno, it was just a mix-up.  Here.

     Tom looks back over his shoulder.  Bernie hands him the
     gun, which Tom slips into his overcoat packet.

          . . . So you're gonna say Bluepoint did this?

     As he goes back to the body:

                           Tom
          Mink thought Rug was tailing him?

     He finds Caspar's gun and sets it on the floor, but keeps
     looking.

                           Bernie
          Yeah yeah, you know Mink.  Hysterical.  Skin full
          of hop, head full of bogeymen.  Comes home crying
          one day, said he had to pop a guy, one of
          Bluepoint's spies.

                           Tom
          Rug was following Verna, not Mink.  Mink just
          happened to be with her.

     He has found a wallet and is thumbing through it.

                           Bernie
          Yeah.  Funny, ain't it?  But you know, Mink was
          terrified Bluepoint'd find out me and him were
          jungled up together.

     Tom has taken out the money, rifles it, and replaces the
     wallet.

                           Tom
          And I'll bet you'd kept him plenty worried about
          that, to keep him under your thumb.

                           Bernie
          Yeah, so what . . .

     Bernie is peering over Tom's shoulder at the monev.

          . . . Scratch, huh?  A  little bonus?

     Tom straightens up, Caspar's gun in hand.

                           Tom
          Why did Mink take Rug's hair?

     Bernie shrugs.

                           Bernie
          Beats me, the kid was dizzy.  Fifty-fifty on the
          dough?  Or maybe I should get a little more,
          since I did the deed.

     Tom is stuffing the money into his pocket.

          . . . Okay, you keep it.  I want you to have it.

                           Tom
          Bernie. . .

     He nods towards Caspar's body.

          . . . We can't hang this on Bluepoint.

                           Bernie
          Huh?  Why not?

                           Tom
          Bluepoint's already dead, halfway 'cross town.

     Bernie's smile is fading.

                           Bernie
          What the hell are you talking about?

                           Tom
          Bluepoint's dead.  It's gotta be you.  I mean
          hell, it's your gun.

     Alarm is beginning to rise:

                           Bernie
          What is this!  What the hell are you talking
          about! . . .

     He looks down at Caspar and then back at Tom.

          . . . You <u>took</u> my gun!  Just your word against
          mine!

     Tom pops the chamber of Caspar's gun, glances in, and snaps
     it shut.

                           Tom
          Not necessarily.

     Bernie's eyes widen.

                           Bernie
          Are you crazy!  We're square!  You said it
          yourself!  We got nothing on each other!

                           Tom
          Yup.

     Bernie fights against hysteria:

                           Bernie
          So what's in it for you?!  There's no angle!  You
          can't just shoot me, like that!

     He sinks to his knees, his voice rising.

          . . . Jesus Christ!  It don't make sense!  Tommy!
          Look in your heart!

                           Tom
          What heart.

     BANG--Bernie splays backwards from the knees, a bullet
     drilled neatly through his forehead.

     Tom drops the gun by Caspar's body.

     Unpocketing Bernie's gun, Tom goes over to his corpse and
     drops it there.

     We pan with Tom's legs to bring his doorway into view as he
     walks into his apartment, to the window chair in the
     background, and sits with his back to us.

     The windows show daylight breaking.  Far away a clock
     strikes the quarter hour.

     Tom is picking up the phone and dialing.  Waiting for an
     answer, he reaches over to turn off the feeble yellow lamp
     burning chairside.

     As we start to FADE OUT, we can hear Tom talking into the
     phone:

                           Tom
          . . . Tony?  Tom.  Tell Lazarre I've got his
          money. . . Yeah, all of it.  And I want to place
          a bet on tonight's fight. . .

<b>     A BEAT OF BLACK
</b>


<b>76.  CUT TO:
</b><b>     THE HALLWAY
</b>
     Of Leo's club, leading to his office.

     We are tracking over Tom's shoulder as he walks down the
     hall, led by Dead Terry.

                           Terry
          They set you up downstairs?

                           Tom
          How's that?

                           Terry
          Hootch?  Whatever?

     Tom gestures with the drink he is carrying.  Its ice cubes
     clink.

          . . . Well thanks for coming, Tom.  Leo's real
          anxious to see you. . .

                           Tom
          Yeah.  I happened to be near.

     We can hear muffled bellowing coming from Leo's office,
     growing louder as we approach.

     Terry seems embarassed:

                           Terry
          Actually. . . this might not be the best time. . .

     They have pulled up in front of the closed door to Leo's
     office.

     Leo's bellowing, inside, abates for a moment.  We can hear
     another voice, muffled so that we don't hear words, but
     only the voice's plaintive quality.

     Leo's bellowing cuts it short.

                           Tom
          . . . Who's he got in there?

                           Terry
          O'Gar and the mayor.

     As he leaves frame:

                           Tom
          I'll try again.

     Terry calls after him:

                           Terry
          I'll tell him you stopped by.



<b>77.  DOWNSTATRS
</b>
     Pulling Tom as he walks across the gambling floor, drink
     still in hand.

     Behind him we can see workmen busily repairing the damage
     done to the club in the police raid.

     Halfway across the floor Tom stiffens and slows, seeing
     something.

     Verna is entering the club.

     The two meet.

                           Tom
          'Lo, Verna.

                           Verna
          See Leo?

     They both lean against a counterstop and look out at the
     floor.

                           Tom
          He was busy.

                           Verna
          You should see him.  He has something to tell
          you.

                           Tom
          Maybe I'll run into him.

                           Verna
          Bernie's funeral is tomorrow.  You could stop by.

                           Tom
          Maybe.

                           Verna
          . . . Leo has something to tell you.

                           Tom
          So you said.

     There is a silent beat.  Verna scowls.

                           Verna
          . . . Tell me something, Tom.  Why didn't you
          tell me what was going on?  I thought he was
          dead, and you never--

                           Tom
          There was no point in telling you.  It could only
          have queered things if it had gotten out--

                           Verna
          Jesus, Tom!  You don't just talk to people for
          the play it gives you or doesn't give you!  I
          suffered, you no-heart son of a bitch!

     Tom lets this drift.

     Verna tries to compose herself.

          . . . I'm sorry.  It's just that things might've
          been different.  With us.  If I'd known that you
          hadn't. . . done anything to him. . .

                           Tom
          You know now.

     Verna looks at him intently.

                           Verna
          What happened that night?

     Tom still looks at her evenly.

                           Tom
          I went to a bar.  Passed out.  When I got back to
          my place they were both dead.

     Verna studies him.

                           Verna
          . . . Passed out, huh?

                           Tom
          Yeah.

     She looks at him a beat more, then out at the floor.

                           Verna
          It's funny. . . I've never even seen you sleep--
          though you told me once about a dream you had.

                           Tom
          Maybe I lied.

     WHAP!  Verna slaps him hard.  His head rocks under the
     blow.

                           Verna
          You've never been straight with me about any-
          thing!  You <u>are</u> a sonofabitch!

     She stalks off.

     Tom watches her go.

     He raises the drink and rolls it across his slapped cheek.

     The ice cubes clink.


<b>78.  CEMETARY
</b>
     An small old marble orchard set on a hilltop cleared
     against the woods.  Stars of David adorn the headstones; in
     the foreground Bernie's funeral is ending.  Present is a
     rabbi, just finishing the chanting of the liturgy, Verna,
     and Leo.

     In the background, on the road at the foot of the hill, Tom
     is emerging from a taxi.  It rolls away as he starts up the
     hill.

     Just as he arrives, Leo and Verna turn to leave.

     Tom takes in the scene.

                           Tom
          Big turnout.

                           Verna
          Drop dead.

     She stalks off, leaving Leo and Tom alone.  Leo takes off
     his yarmulke and fiddles with it uncomfortably.  The two
     men start walking.

                           Leo
          . . . She's under a lot of strain.

                           Tom
          Well, at least she didn't hit me.

     Leo chuckles.

     They walk on.

                           Leo
          Tommy, I'm glad you came. . .

                           Tom
          She's taking the car.

                           Leo
          Huh?

     Leo looks up.

     Verna is getting into the elegant black touring-car that
     waits at the bottom of the hill.  It pulls away.

     Leo looks at Tom.

          . . . I guess we're walking.

                           Tom
          I guess we are.

     They walk in silence for a beat.

                           Leo
          . . . We're getting married.

     Tom stiffens.  He brings out:

                           Tom
          . . . Congratulations, Leo.

     Leo too is uncomfortable.

                           Leo
          The funny thing is. . . <u>She</u> asked <u>me</u>.  To tie the 
          knot.  I guess you're not supposed to say that.

                           Tom
          It doesn't matter.  Congratulations.

                           Leo
          Thanks. . . Hell, Tom!  Why didn't you tell me
          what you were up to?!  I thought you'd really
          gone over--not that I didn't deserve it.  But you
          could have told me.

                           Tom
          Telling you could only've queered things if it
          had. . .

     Tom cuts himself off and walks in silence for a moment.

          . . . There just wasn't any point.

     Leo wants to be encouraging.  He nods.

                           Leo
          I can see that.  Well.  It was a smart play, all
          around.  I guess you know I'm grateful.

                           Tom
          No need.

     Leo is grinning again.

                           Leo
          I guess you picked that fight with me just to
          tuck yourself in with Caspar.

                           Tom
          I dunno.  Do you always know why you do things,
          Leo?

     Leo greets this with a puzzled Smile.

                           Leo
          Course I do.

     He nods to himself.

          . . . It was a smart play.

     They walk on.

                           Tom
          You'll do fine.

     Leo stops, grabs Tom's arm, and the words come cut in a
     rush:

                           Leo
          . . . Jesus, Tom!  I'd give anything if you'd
          work for me again!  I know I've made some
          bonehead plays!  I know I can be pig-headed but,
          damnit, so can you!  I need your help, and things
          can be like they were, I know it!  I just know
          it!  As for you and Verna--well I understand,
          you're both young, and--well, damnit, Tom, I
          forgive you!

     Tom instantly bristles.  For the first time, his tone is
     sharp:

                           Tom
          I didn't ask for that and I don't want it.

     The two men stare at each other--Tom's look angry; Leo's,
     distraught.

     Tom's look softens.

          . . . Goodbye, Leo.

     Leo still stares at him, waiting for something else.

     When nothing is forthcoming he turns and walks away.

     Tom watches him go.  He unpockets a flask and raises it to
     his lips.

     Behind him a tree soughs in the wind.

<b>     FADE OUT
</b>






</pre>




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	<td><h1>Miller's Crossing</h1><br><br>
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When Dane takes Tom Reagan back to Miller's Crossing to look for Bernie Bernbaum's body, what did they find?
When Dane takes Tom Reagan back to Miller s Crossing to look for Bernie Bernbaum s body , what did they find ?
A body that was shot in the face that was also disfigured by the birds.
A body that was shot in the face that was also disfigured by the birds .
The body of Mink.
The body of Mink .