"HEAT" (1995)

HEAT

by

Michael Mann

FOR EDUCATIONAL PURPOSES ONLY

A monolith with alienating foregrounds. A bus pulls in on Beverly. NEIL McCAULEY and a nurse get off. Neil carries a paper bag and wears white pants like a hospital attendant. Neil is an ice-cold professional: very big, very tough. At 42 his short black hair is graying. He spent eight years in McNeil and three in San Quentin. He got out and hit the street in 1987. Four of the McNeil years were spent in the hole. Neil's voice is street, but his language is precise like an engineer's. He's very careful and very good. Neil runs a professional crew that pulls down high line, high number scores and does it anyway the score has to be taken down: if on the prowl (a burglary), that's fine; if they have to go in strong (armed), that's fine too. And if you get in their way, that's got to be your problem. His lifestyle is obsessively functional. There's no steady woman or any encumbrance. Neil McCauley keeps it so there's nothing he couldn't walk from in 30 seconds flat.

ANGLE

Right now, he enters the big double doors and pulls a white intern's coat from his paper bag.

We DOLLY on Neil as he crosses through the long crowded corridor. Patients, nurses, interns and doctors pass by. A P.A. broadcasts occasional messages.

PROFILE

Nail crosses under an "EMERGENCY" sign and keeps going towards the exit doors.

TRAVELING - FRONTAL

Neil APPROACHES THE CAMERA. From the other direction two ambulance attendants wheel an old man under oxygen and pass by Neil.

WIDE REAR SHOT

Without breaking his stride from the moment he got off the bus, Neil exits through the doors, examines four ambulances parked in the slots, climbs into one and drives off. Maybe he's stolen it. We don't know.

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CHRIS SHIHERLIS crosses past stacks of gravel and cement with a white-coated BLACK CLERK. Chris wears a hard hat over a mongol cut, Levi's, black boots and a sleeveless sweat shirt and carries on one shoulder a 150 lb., red, Milwaukee Tool Company case. He looks like a construction worker by day who by night hits L.A's slams, jams and raves. He's 29, from Austin, Texas. Chris is also a highline pro: a boxman who knows five ways to open any safe made. Right now he's buying a hollow core drill. He and McCauley were cellmates in San Quentin Penitentiary from 1984 to 1987. Chris hit the streets in 1988. He's a hot dog and spends money as fast as he makes it. Right now, he and the Clerk exit to the sales counter.

As they approach, the Clerk goes behind it.

Chris pays; Clerk writes receipt.

He leaves with the heavy red case.

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MICHAEL CERRITO - at 40 - is looking at a doll house. He's a wide, thick, coarse-featured big man. Sicilian from Sunnyside, he's spent 15 years in Attica, Joliet and Marion penitentiaries. He's strictly a "cowboy": his natural inclination towards a score is "...get the guns and let's go." He's been off smack and everything else for five years. He's clean and sober. He's the nicest guy on the block and a loving father. If you get in his way, he'll kill you as soon as look at you. If you asked him about the contradictions, he wouldn't know what you were talking about.

CLOSE OR DOLL HOUSE DETAILS

It's 3 x 6 and two feet high. Miniature room sets are inside. Cerrito's thick fingers close the door. He picks it up. WIDEN. He crosses to a counter and MIDDLE-AGED CLERK.

Clerk takes down Clark Gable, Three-eyed Monster, and Beautiful Lady, full-head rubber masks.

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Slides across the back of JUSTINE'S thigh.

JUSTINE'S AND HANNA'S FACES

She is 29, auburn, languorous, her eyes are closed and she makes love with her husband, VINCENT HANNA. Pressing her face to his, their hair intertwined... It's morning. We are in an expensive condominium.

WIDE

The two bodies locked into the rhythms of their love-making, twisted in white sheets. OFF SCREEN a shower runs.

Is in it. The water streams off his body. The glass is misted. He turns off only the hot and breathes fast in the cold spray. OFF SCREEN a cigarette lighter CLICKS.

BEDROOM - JUSTINE

smoking, still under the white sheets, watches Hanna dress.

LAUREN, Justine's daughter, is 15 and tall and anxious.

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Hanna clips a 2" .38 in his waistband. Justine shrugs and shakes her head.

He leaves.

Bare-chested washing at a sink. WAINGRO'S 27. He sports prison tattoos including an Aryan Brotherhood swastika covering his abdomen. He's a graduate of the "gladiator academies," Chino and Tracy.

He's dressed in Army and Navy Store gray workman's clothes. He combs his long hair straight back off his round forehead. Now he tucks his shirt in and puts on wrap around shades.

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Waits. His shell jacket is in a tight roll under his arm. Then a garbage truck - a Dempsey Dumpster (the kind with a power forklift on the front) - pulls up.

Michael Cerrito is the driver.

He climbs in. Cerrito pulls out. Waingro - delayed - offers his hand. Cerrito has to wait until he finishes his gear change to shake it. The timing's a little weird.

Just do like he says. Exactly... like ... he ... says.

They have to talk loudly over the clapped-out ENGINE'S NOISE.

It's ABRUPTLY QUIET. The truck's parked. The two men sit idly. Waingro finishes take-out coffee and tosses the empty.

Lights a cigarette. Belatedly, he offers one to Waingro. Waingro lights up. The two men relax under the swirls of blue smoke.

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Awkward pause.

Cerrito looks at Waingro. He wants to protect his concentration.

It ends the conversation. Waingro drums his fingernails on the dash. He's anxious.

CHEVY TOWTRUCK - ON TOWNER - DAY

TOWNER'S a sloppy, nondescript man in his 40's. He slouches behind the wheel. A Bearcat 210 Scanner is under the dash and a walkie-talkie on the seat. As in the garbage truck, it's quiet and he waits. Then:

At a low level we HEAR POLICE CALLS.

Chris and Neil are sitting in the front seat of the ambulance Neil drove away from the hospital.

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Chris turns it OFF. A little anxiety develops.

Waingro stubs out his cigarette in nervous jabs. Cerrito pulls from a paper bag two of the rubber masks he bought and surgical gloves. He and Waingro put them on quickly. Cerrito has the monster mask three eyes and a twisted mouth. Waingro is a beautiful woman. Their movements now are very fast. Cerrito pulls the truck out of the alley.

CERRITO'S POV:

As we approach the street an armored truck passes by. We fall in behind. At this point we realize these men are going to pull down an armed robbery of this armored truck. But, we turn LEFT. The armored truck went straight. Then we turn RIGHT. However we SEE the armored truck again. It turned left. Our paths will intersect at 90 degrees. Meanwhile:

He checks the chamber and then inserts into the grip of his 9mm. Browning a 14-shot clip. Chris works the slide of a Remington 810, 12-gauge shotgun and puts on a welder's helmet. Neil pulls on the rubber mask of Donald Duck and slings a stopwatch on a string around his neck.

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The lumbering armored truck approaches...

DAY

With FLASHERS going. Suddenly it pulls diagonally across the narrow street, as if trying a three point turn: Driver of the armored truck slams on his brakes.

PROFILE - DAY

We're accelerating at it.

CERRITO'S FOOT

punches the accelerator.

FRONTAL: GARBAGE TRUCK

a prehistoric beast charging at us.

CERRITO'S POV: JAMMING

at the armored truck.

COLLISION

We SLAM into it,

WIDE: ARMORED TRUCK

knocked onto its side, crushes against a wall.

Stunned, pinned inside. Their world is sideways. It rains desposit slips. GUARD ONE grabs the radio mike:

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GUARD #1 (into mike) 211! We're being taken down!

Neil, Chris, Cerrito and Waingro are on the move...

Listens to his BEARCAT POLICE SCANNER,

With his radio earpiece starts a CHRONOMETER with a LOUD CLICK.

ARMORED TRUCK - CHRIS

in a welder's mask with the hollow core drill drives the 10" diameter bit into the truck's armored plating. Neil looks at his stopwatch.

WATCH: 28, 29, 30, 31, 32...

CLOSE - DRILL BIT

SCREAMING of metal as the hollow-core bit tears through steel.

SHOTS

Neil with his Browning. Cerrito has an AR15 with its stock collapsed. Waingro has a 9mm. Beretta.

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CHRIS

The bit has cut a 10" circle into the side through the armored plating. Now Chris heaves the drill aside, steps away, swings up his shotgun as...

CERRITO

swings a sledgehammer at the 10" disc. It falls inside as.

NEIL

pulls the pin and tosses a grenade into the hole. It EXPLODES and pours smoke.

Coughing. His mask doesn't work. He lurches for the door...

Door crashes down, opens, Guard One falls out. Then GUARD TWO. The DRIVER comes out his door. Cerrito grabs him. Neil handles the two Guards.

He yanks their guns away - his 9mm. At the back of each man's head in turn.

THE DRIVER

tries to twist away as a reflex. Cerrito cracks him in the face with the AR15, driving him to the wall.

WIDE: CERRITO + WAINGRO

cover the three. Neil moves into the Armored Truck to join Chris who's already inside, ripping it apart, searching. We see him disregard cash.

NEIL'S STOPWATCH

1:12.

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WAINGRO

behind the Beautiful Lady mask: trying hard to do good. His gun jumps from Guard to Guard to Guard.

NEIL

looks at Waingro. WIDEN. Waingro's aware of Neil's scrutiny.

He slaps the back of Guard Two's head with the gun barrel.

WIDE

Neil and Chris emerge from the van with one manila envelope.

WIDE: WAINGRO

It's like Waingro can't hear. He's fixated with Guard Two. Guard Two turns and looks at him arrogantly - more concerned with his masculine pride than his safety. He's a stupid man.

WAINGRO'S POV: VERY WIDE

Things happen slowly.

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Waingro's arm points out at the man - with the gun at the end - and FIRES.

ANGLE

Guard Two is blown up against the wall. Driver moves...

NEIL

leaving, spins.

DRIVER

reaching for a two-inch hammerless .38 back-up tucked in his boot. As he brings it up...

NEIL'S 9MM. BROWNING

FIRES TWO HAMMERED-ON SHOTS.

CERRITO'S AR15

covers Guard One. Guard One stares at the men in the masks. Once killing begins, he knows what will happen. Cerrito looks at Neil...

NEIL

angry; nods.

CERRITO

kills Guard One with THREE SHOTS.

ON AMBULANCE

Neil literally throws Waingro into the back.

down the alley. ON NEIL at watch.

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We HEAR police dispatcher on the Bearcat scanner.

Towner drops the walkie-talkie out the window. He's fastened a professional racing harness.

Skidding right into another side street.

REVERSE: BLACK + WHITE

in Code 3 scraping between the garbage truck and wall - roars TO CAMERA. One cop already has his shotgun up.

Left down the street with FLASHERS going.

WIDE PROFILE: AMBULANCE

Streaks THROUGH THE FRAME. HOLD and SEE the Chevy towtruck with Towner.

TOWNER

guns the engine.

BLACK + WHITE

bounces around the corner, the rear end comes out, skidding left. Towner floors the towtruck. We SEE it's heavy front bumper RAM the police car sideways.

Is SMASHED SIDEWAYS into the station, careens off two cars filling up...

ANGLE

... plows through a rack of pumps, takes out the air and water reservoirs and wraps itself around a lamppost.

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Towner's towtruck's gone.

Pulls in and parks. Everyone abandons it, leaving masks, rubber gloves, equipment, outer clothing inside. They cross to a Chevrolet Caprice. They climb in. They pull out.

One cop has a cut forehead, tries to stand. Two more black and whites pull in - flashers going. The driver staggers out from behind the wheel and tries to shake clarity into his head. He sits on the pavement.

Planes ROAR overhead in landings or takeoffs. Yellow vapor lamps glare. It's gaudy with lights. Neil and a man named NATE are parked next to each other facing opposite directions. Nate's 50 - an ex-prize fighter with his nose all over his face in a silver Mercedes. His big muscles have gone to flab. He wears a yellow rayon shirt. He's deeply tanned and pock-narked.

Nate functions as a middleman and fence for Neil. All calls from people who want to contact Neil come to Nate. Right now he examines the manila envelope from the armored truck. Neil's in a Lincoln Town car, gray suit, white shirt, no tie.

CLOSE: ENVELOPE

contains 80 x $20,000 negotiable Treasury Certificates. Nate's counting.

WIDE - FROM THE FRONT

Nate gives a large envelope to Neil.

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Nate pulls T.C.'s.

He's got insurance.

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Neil starts the car. Nate pulls away in his Mercedes.

WIDE

an L1011 ROARS overhead. Neil pulls out.

We're looking at chalk outlines of the bodies of Guard one and Driver from the armored truck. The pavement is bloodstained. Bright lights illuminate the crime scene.

WIDEN TO REVEAL Hanna who we now identify as a police lieutenant of detectives. He's just arrived. The alley's been roped off with sawhorses labeled "crime area." The armored truck with the holed side is still there. One of Hanna's crew, DRUCKER, a black intelligence analyst and technician at 45, was already there. A uniformed SGT. HEINZ was there first and by procedure took command. It's his crime scene.

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Two more of Hanna's crew arrive in an unmarked car and join him: CASALS - bald at 30 and wiry; BOSKO - a huge, oversized man.

Guy's nearly blind.

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They move toward the Forensic Unit, scraping tire rubber and measuring distances as we

It's 1963 futuristic: flagstone and rubber plants. Most of the patrons are night people: pimps, hookers, customers, disintegrating couples, etc. We PAN AROUND the interior and settle on a booth by a window. In the booth are Chris and Cerrito on one side and Waingro alone.

CERRITO

looks at Waingro, sips his coffee, and looks away again Waingro is nervous.

CHRIS

sees something in the parking lot.

DOOR - NEIL

enters, crosses to the booth, slides in across from Waingro.

CLOSE

The four men huddle together and talk in a whisper. Neil pulls out three yellow envelopes, presumably full of money. Neil will talk about Waingro in the third person as if he inanimate.

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Cerrito and Chris looks at Waingro.

Chris nods. Waingro's speechless. Neil flips him an envelope.

Waingro doesn't move.

Neil grabs the back of Waingro's neck, slams the side of his face onto the table top and flicks the middle finger of his left against waingro's temple. Neil could kill him.

Flick. Cerrito looks around the coffee shop: it's quiet.

Waingro does nothing. Neil shoves him into the corner of the booth. Plates fall. All three get up and walk out.

Neil, Cerrito and Chris cross past cars.

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ANGLE - WAINGRO

whines, cries and charges into Neil's shoulder from behind and spins him around, wanting to explain to him. This time:

NEIL

knees Waingro in the stomach. Waingro folds over. Neil slams both open palms on Waingro's ears and knees him in the face. Waingro sprawls over a car hood and falls off.

CLOSER - NEIL

kicks Waingro in the side driving him between cars where it is more secluded while Cerrito and Chris casually look a-round and back away to cover him because they know Neil is going to kill him now. As Neil draws his .45 ...

Neil looks. Across the street cruises a black and white. He watches it pass. His attention goes back to Waingro. As his .45 comes up.

CLOSER: NEIL

turning, mildly surprised.

NEIL'S POV: NOTHING

Waingro's disappeared.

WIDER: NEIL

searches under cars, carefully. Nothing.

HIGH + WIDE

Waingro's gone. Neil with Cerrito and Chris following scan the spaces and shadows as they back out of the large parking lot.

CHARLENE - twenty-six, in skin-tight black pants and black hair. They're on their way out. The apartment is heavy on computer games, video gear, appliances and children's furniture. Re: envelope:

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Chris enters from the bedroom. While buttoning a shirt, he's mostly oblivious. It frustrates the hell out of Charlene.

Slips on a boot.

Pulls on boot two.

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Chris shoves her up against the wall.

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He means it. She knows it. He takes the car keys and goes. She's frozen to the spot.

A modest West L.A. bungalow that's been remodeled beyond neighborhood values. A 1990 Coupe de Ville's in the drive. Cerrito pulls his black '93 Eldorado up behind it. A NEIGHBOR shuts off his sprinkler. Cerrito gets out and pulls the wrapped up doll house out of the trunk.

WIDEN TO INCLUDE ANITA CERRITO (7) running up with LINDA CERRITO (9) not far behind. She jumps into her dad's arms.

Entering: home theater system, Hawaiian art prints in lacquer frames.

ELAINE CERRITO - a dark, heavy-set woman who was dynamite at 25 and still sensual at 40 - enters from kitchen and kisses cerrito.

She exits to kitchen. Cerrito sits down and pulls Anita onto his lap.

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They start shouting: c'mon c'mon. Elaine enters with her class of red wine.

They run out. He whispers to Elaine who sits on the side of his chair and drapes an arm across his shoulder. Michael Cerrito is a family man and the nicest guy on the block.

SKY - NIGHT

Then Neil's Town Car enters down the ramp and passes through. It's deserted and quiet.

Driving away in his personal car, an Eldorado in black.

It's almost deserted. Neil enters from Arizona Avenue. He's alone. It's windy. The collar of his gray suit is up, the lapels are closed over his white shirt.

Looks at a large book in the Engineering section. He specifically flips back and forth between full-color plates of electronic micrographs of different kinds of steel.

WIDEN TO INCLUDE EADY TSE - 28, 5'8". Chinese, long black hair to her waist. Her face is high cheek-boned and intelligent. She wears a gray corduroy smock over a turtleneck shirt and jeans. She speaks English in American vernacular with only the slightest trace of an accent.

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Eady leans back against the book case.

Crossing store.

Holds out hand.

He holds onto her hand and stares down into her face. They both smile. She laughs and looks away first. They continue to a rear locked case.

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Floating through the green xenon nightgown, hits a stored number in his cellular phone's memory.

Lets himself in the door. He's beat. He throws his coat at the chair.

The dried-out remains of dinner. Hanna roots around, grabs a lamb chop, forgets the rest and goes into the living room. INT. HANNA LIVING ROOM - JUSTINE sees Hanna, goes back to book.

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Justine looks at him, elegantly rises, exits into the bedroom and closes the door.

Flips eggs, bastes, and covers them. The grill is all quilted steel and immaculate. At the other end of the counter a waiter reads a paper.

NEIL AND EADY

on stools.

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A little hesitant, Eady drinks her coffee.

The house is high in the hill's over sunset. They stare down at the City - like an ocean of small lights. From the previous scene we HEAR:

Pause. They drink scotch in highball glasses.

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There's a long pause. Then:

He pulls her closer. A pre-dawn red band cracks the horizon.

His hands hold her face as he looks into her eyes and she moves to him.

Fills the screen as we PAN ALONG the drapery of sheets to Neil's wide-awake eyes. Next to him Eady's asleep.

SAME - HIGH ANGLE OVER NEIL ONTO EADY - LATER

Neil is dressed now. He stands at the foot of the bed looking at Eady.

NEIL'S HAND

enters with a glass of water wrapped in a paper napkin and sets it on the bedside table.

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It's odd: a convict's meticulousness. He moves the covers up to her chin. There is to his touch, tenderness, as if they were longtime lovers.

We realize what we are seeing is the emotionality Neil McCauley keeps in the closet.

HIGH + WIDE

Neil is gone. He paused for that moment before he left, as if to engrave her image in his memory.

Answers the door. Daylight floods in past the silhouette of Hanna who shoves Torena in the chest, knocking him into the apartment. Hanna, following him in...

ALBERT TORENA'S an anorexic Latino fence. Hanna scans the apartment. Religious objects crowd the mantle. Fourteen stolen tv's in packing cases in the dining room.

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Hanna leaves.

WIDEN TO INCLUDE NEIL - who doesn't say anything. CEZAR KELSO'S a large crippled man in a wheelchair.

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That gives Neil pause. Kelso gets satisfaction from Neil's reaction to the amount. Then:

They shake hands.

On the phone to Nate. There's green forest and blue water dioramas inset into wood-panelled walls.

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Entering from Kelso's trailer, meets Nate halfway to the car. Walking and talking:

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They walk to their cars and leave.

Pull into Robert's Coffee Shop in Culver City. BREEDAN at 29 he's an ex-Eight Trey Hoover Street Crip with lots of scars who just did five years in San Quentin and is straightening up. He's gangster clean and pressed and it's there in his body movements and eyes.

She laughs and drives away.

Enters the kitchen. The manager is SOLENKO - large with gray features, smallpox scars and thinning hair. He's forty-five. NOISE OF DISHWASHER, P.A., POTS CLATTERING. Solenko throws orders together and plates onto the metal counter for waitress to pick up. They shout over the RACKET.

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At this point we don't know what David Breedan's doing in this picture.

DAY

Hears a buzzer and looks up. His eyes go to a video monitor.

VIDEO MONITOR: HANNA

among the racks and tv sets playing the sane soap.

Joe pushes a button. The electric lock is released. CUZOMANO is a 300-pound fat man.

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Cuzomano starts punching numbers into his phone.

Cuzomano gets an answer. He shakes his head "no" to Hanna. Hanna's out the door. Cuzomano breathes easier.

The Camaro slides soundlessly down Wilshire and into the underground garage of a high-rise, green glass steel.

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Enters. It's white and barren. A TV SET in one corner on the floor PLAYS a MUTE GAME SHOW. Chris is rolled up in a blanket in front of it. The apartment is lived in by one man. It tells us Neil's personal life is a blank.

NEIL

comes out of the bedroom with a pillow. He yanks Christ shoes off. Neil punches a number. RINGING. Then:

Charlene rubs sleep from her eyes. Switches hands on the phone.

She hangs up and closes her eyes. She hates his guts.

Is hung over. Neil brings coffee to a Formica table. Chris's shirt from last night is ripped and his lip's cut. He looks like hell. Neil puts his Browning on the table.

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Chris crosses to the sink and turns the dish sprayer onto his face and the back of his neck.

Big pause.

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Their feelings and understanding run deep. Chris is committed to making it work.

Neil slips his Browning back into his waistband.

MARCIANO is Las Vegas sharp at 48: a tall, tanned, ponytailed, middle-aged hustler and sucker for a young chick. His phone is ringing. He answers it.

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Drinking coffee, speeding.

On phone.

In an ink-stained smock.

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She hangs up. He wonders about doing this, puts it aside.

Takes a deep breath. Maybe he's not sure of what he's into. It passes. He crosses the counter.

Across the street is the Hiawatha Motel in 40's stucco and desert pastels and Charlene's yellow El Dorado parked next to a Lexus in front of Room 18.

NEIL DIALS

Suddenly Neil turns because he sees.

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NEIL'S POV: ALAN MARCIANO

leaves Room 18, waves goodbye to Charlene and crosses to Lexus.

In the b.g. Marciano pulls away.

He hangs up. He waits. The PHONE RINGS. He answers. He says nothing. He nods. He hangs up. He crosses the street lot to the Motel.

Neil knocks.

She does. She closes her eyes, resigned to doom. He walks past her into the room.

One unmade bed. Neil looks.At the tacky interior. He crosses to the bathroom and turns on the water. He advances on Charlene who's backing up.- She falls over a waste can.

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Neil kicks the waste can out of the way. It clatters across the room.

Neil closes in.

Charlene gets attentive. She's backed into the corner and can't get any smaller.

Neil grabs the whole lower part of her face in one hand. His face is inches from hers.

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Charlene hesitates; then acquiesces.

Neil leaves.

Weaves through traffic. Horns BLARE.

A muscular black man named ALPHONSE has his back to us at the rear delivery entrance to a mall awash with Korean neon.

Hanna's jammed two fingers in his back. Alphonse spins; sees it's Hanna.

Alphonse flips Hanna a small vial of coke.

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Filtering up from downstairs comes 80dB of Jane's Addiction's cover of "Sympathy for the Devil".

Descending alone uses a small, black, carbon steel sheath knife to take two hits from the vial. He shakes off the initial blast, pockets the vial, the doors open, Jane's Addiction's LOUDER. We're ...

Crosses through the mostly black, affluent crowd of players, gangsters, dopesters, models and security in business suits openly carrying and wearing headset radios. Hanna crosses through like he owns the place, gestures to the bartender and slides into...

RAOUL TORENA, Albert's brother, is a thirty-five-year-old with crew-cut black hair and a Varri Uomo sport jacket. WIDEN To INCLUDE Hanna.

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Hanna's gaze drifts up into Raoul's eyes: it's deadly.

Hanna jerks Raoul by the front of his Verri Uomo which is being destroyed in Hanna's fists.

Hanna throws him back against the bench.

Low, flat and deadly:

Raoul leans back in the booth, nods his head, proud of this pearl of information. Hanna looks at Albert like he's crazy.

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Hanna gets up to leave.

Hanna plays it low key. Hanna sits back down.

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On the phone. The back side of downtown is a wall of light moving past as ...

Hanna's on the speaker phone. Casals enters.

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INTERCUT WITH:

Bosko answers another phone, puts that line on "hold" as...

"Sympathy for the Devil" gets LOUDER and washes across onto...

Neon under the vapor lamps. O.S. the cacophony of horns and sirens. Pimps and hookers crowd the background. A crime scene area near the garbage cans is roped off. An ambulance, black-and-whites, a Medical Examiner's van clog the alley.

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CRANE DOWN as Hanna's car pulls in and he approaches the Medical Examiner, RICHIE, 25-35, black, diamond earring, gray lab coat.

POLAROID - BLACK PROSTITUTE

in a nightgown, folded over the lip of a garbage can at the waist. She's a pitiful rag doll. Someone killed her and then threw her away.

HANNA

is too controlled. Anger's underneath.

THEIR POV: HEAVYSET BLACK WOMAN

and two stunned young boys. She's crying and arguing with two uniformed LAPD trying to hold her back. One LAPD is a black woman. The heavyset woman doesn't really know what happened yet except it's bad.

RICHIE + HANNA

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Now Richie bends over the body bag on the ground and unzips it. We don't see the dead girl. We only see Hanna. A third uniformed officer in the background spins away.

Hanna rises. The mother's arguing with the man cop because she wants to see. Horror and hysteria blossoming through shock. She pushes the uniformed cop of the way. Hanna goes to try to help. They grapple.

Anguish. It's a mess. The woman collapsing into Hanna's arms. For one moment Hanna's eyes lock onto hers. He freezes. One doesn't forget the look he sees in her eyes.

driven by Neil to camera appears and disappears up and down the earthwork ramps. We don't know what he's doing in one the last drive-in theaters in California at high noon.

WIDE FROM THE REAR

The white screen reveals its cracks and patches.

CLOSE ON ENTRANCE

A yellow full size Dodge pickup with darkened windows enters. It hesitates and then slowly drives toward Neil - up and the ramps between the speaker poles.

ON DODGE PICK UP

circling wide and coming up almost parallel to the Caprice. As the driver pulls to a stop we see an envelope on the da...

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MAN

crawls under the pick-up and Neil's car and emerges on the passenger side behind Neil's rear wheel in Neil's blind spot. He inches towards the window. He carries a 15-shot Colt .22 Woodsman with a huge silencer. He is totally relaxed and professional.

NEIL

concentrates on the driver, who's calm.

DRIVER

Starts to reach for the envelope and tosses it into Neil's car.

NEIL

sees his eyes dart. Neil glances at his right rear view mirror.

NEIL'S POV: MAN

with the silenced .22.

WIDE FROM THE FRONT

Neil floors the Caprice and it catapults and bucks over rows of ramps.

REAR SHOT - MAN

pumps SHOTS into the rear of the Caprice.

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Jerks out his 9mm Browning as .22 SLUGS DRILL precise HOLES THROUGH THE WINDSHIELD.

Neil throws the Caprice through a skidding 180 degree turn and accelerates toward the man who moves back towards the Dodge pickup for cover.

Panics now. The Dodge takes off, abandoning the man with the .22.

PITCH BACK AND FORTH, UP AND DOWN. The Man runs, turns, stands, and FIRES.

Who FIRES until the Caprice smashes into him.

Skids around to a stop and bails out.

Accelerating to the exit lane, kicking up billows of dust.

Until Cerrito and Chris fold out from either side of the exit gate with shotguns. They FIRE:

The windshield is blown out and the Driver's half into the back seat. The car rolls over onto its side. Cerrito FIRES into the exposed gas tank. It BLOWS UP.

NEIL

approaches the fallen Gunman and with the 9mm. Browning at his temple, kicks away the .22.

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Neil looks at his smashed, twisted body and bleeding mouth He's choking to death. Neil shakes his head "no."

He closes his eyes.

NEIL

aims. FIRES ONCE.

VERY WIDE FROM THE TOP OF THE DRIVE-IN SCREEN - SUNSET

The whole landscape. Neil with the gun heavy at the end of his arm walks from the Gunman to the Caprice. Chris and Cerrito - like duck hunters - cradle their shotguns and cross to a Lincoln away from the burning pickup.

Phone rings. Occupied, he casually answers.

Van Zant reacts, racing, trying to cover.

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Neil hangs up. Hugh Benny has entered. Van Zant looks at the phone, then Hugh:

Is re-dialing.

In his wheelchair. He checks a meter attached to his telephone wire.

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Starts to hang up.

Kelso does.

CLICK.

WIDE ON ROUND TABLE

Michael and Elaine Cerrito, Chris and Charlene, Towner and his wife ANNA - a striking black woman we'll see later - sit around the table and sing "Happy Anniversary" to the tune of "Happy Birthday" as a Chinese waiter brings Elaine and Michael Cerrito a cake; Neil returns.

Everyone applauds and laughs and raises glasses of plum wine except Cerrito who drinks club soda. Elaine and Michael blow out the candles.

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The skeleton of a steamed sea bass is in the center of the table.

NIGHT

It's a LOUD TORRENT - TILT UP TO THREE SHOT: Neil, Cerrito and Chris are clustered around the sink. The water runs seemingly aimlessly. It also would drown out a bug.

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Neil turns off the water and they leave.

Elaine drinks. WIDEN. Michael whispers in her ear. She smiles. Then she laughs and drapes an arm around his neck and plants a kiss that almost knocks him over. The party, winding down. Everyone luxuriates in the afterglow.

CHARLENE AND CHRIS

sedate, comfortable, each in separate thoughts.

They're close for this moment: the afterglow of the dinner.

NEIL

looks at Charlene.

CHARLENE

sees and holds his look and then her attention shifts to Elaine.

NEIL

checks his watch. Waiter approaches Neil with the bill.

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And everyone else exits from the restaurant, say their goodbyes and go to their cars: Neil's Lincoln, Chris's Seville, Cerrito's Sedan de Ville, Towner to a restored El Camino. WE HEAR: BEEP-BEEP-BEEP.

We HEAR a soft FILM ADVANCE and SHUTTER.

PULL BACK TO REVEAL REAR SHOTS of Hanna, Drucker, Casals and a surveillance team on the roof across the street behind some neon.

Hanna rolls away from his line of sight and says to his men:

Neil's shirt's open. Eady's in a terry robe. They've made love. It's late. They're awake. After a moment:

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(beat) The last thing I am is married.

There's a pause, then:

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Neil looks right into Eady's face.

She believes him. So do we.

She's a BLACK PROSTITUTE - all of 18. She looks bored and chews gum as she puts on a rayon Japanese Kimono and exits.

ANGLE ON BED - WAINGRO

sits on the edge of the rumpled bed in his Jeans. He wears a neck brace. His face is still swollen and bruised from Neil's beating. His belt isn't buckled. He's in a daze. O.S. we HEAR a TOILET FLUSH. Prostitute returns. Waingro looks over at her:

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Waingro winds up and cracks the girl. She knocks over a cheap lamp and bounces off a wall.

PROSTITUTE

on her stomach on the floor, dazed. Waingro kicks her and throws a small table at her. It smashes apart.

At the bar drinking alone. The logs of an Asian girl dance Most patrons are Korean. BARTENDER approaches.

BARTENDER

pours and Waingro knocks it back, watches the Asian dancer and pops a five and a ten to him across the bar.

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Bartender writes on a cocktail napkin.

Waingro flips the Bartender a $20.

Another woman takes Waingro's eyes. He spins around on his bar stool and grabs her arm as she passes. Big smile. Its...

LILLIAN

Breedan's woman. She, too, is a dancer and her shift's over. She's wearing a raincoat over tights and a sweatshirt She jerks her arm away.

Waingro backs way off and shrugs. Lillian leaves.

Down the Strip. The RADIO is on.

Lillian turns right up into the driveway and pulls into Robert's Coffee Shop.

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She asks Solenko who's behind the cash register something, then leaves, heading across the street to...

A back corner, loaded, looks up.

Big drunk smile. She helps him up and supports his weight.

It's later. Breedan's been sick. Now he's sober. They sit near trash barrels under a huge plaster half shell, fishing nets and blue lights.

Lillian stares right at him.

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Breedan puts one arm around her waist and they strenuously rise.

Nothing. Hold. Then the Pontiac work car cruises the alley. It's dark, but we recognize Cerrito driving with Neil in the passenger seat. Pontiac does not slow down at ERA, keeps going to the end of the block and turns left.

Staked out inside. With him are Schwartz, Casals, Bosko and two uniformed policemen: BRUCE and BERRYMAN.

Bruce rearranges himself. Hanna shoots him a lock. He stops fidgeting. Hanna looks at wall clock: 10:30p.M.

Cruises the alley a second time. Again, it doesn't stop.

And a ten man SWAT Team are spread out across roofs. The men wear flack vests and carry an array of shotguns and assault rifles and shotguns. Everybody Is still. CAPT. JACKSON uses a periscope to see over the edge:

JACKSON'S POV: ALLEY

Abandoned.

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He clicks off makes a drinking motion to...

HANNA

...who shakes his head "no." He puts a finger over his lips meaning silence. Hanna looks at the clock. It's 12:03 a.m. Hanna takes a deep breath. He closes and opens his eyes. They wait.

Nothing. Then the Pontiac with its lights off rolls forward. Chris gets out with a salesman's sample case and pads down the five steps to the rear entry of the jewelry store. Chris is in a black suit and sneakers. There are surgical gloves on his hands. The others stay in the car.

TIGHTER: CHRIS

assembles a heavy lock punch from the black case. It's formidable. He nods.

CERRITO

in lineman's gear is out of the car and he quickly climbs the telephone pole like an experienced lineman. The telephone pole is next to the roof upon which Jackson and the SWAT Team are staked-out.

TOP OF POLE - CERRITO

arrives. He's 18 inches away from 11 cops. Team nor Cerrito are aware of each other.

Neither the SWAT moves his head to ease the strain: A hearing aid receiver's in hit ear. He looks at his men. The clock says 1:10 a.m.

Casals, leg convulses. Bruce is the worst. He writhes with cramped muscles. Bosko's bulk doesn't move.

HANNA

gestures for Bruce to quiet down.

Maneuvers past P.G.E. gear and opens the GTE junction box. He hangs a small suitcase over the door with three black boxes and six alligator clips and starts searching for

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pairs of colored wires and bridging the jewelry store's alarm circuits.

Doesn't know Cerrito is there. He hears BREATHING. He's curious. He raises his head over the edge and his eyes go wide. WIDEN. He's inches from the back of Cerrito's head. Cerrito twists and turns and jerks back in effort - almost touching Jackson. Cerrito's too absorbed to sense Jackson's presence. Jackson carefully closes his eyes and sinks down.

He gets a nod from Cerrito. He slams the lock punch with a cut down sledge hammer.

ECU: DOOR

A I" circle is punched into the steel lock mechanism next to the cylinder, exposing electrical wiring and magnetic tumblers and "gates."

ECU: CHRIS' FINGERS

like a cardiac surgeon's, have a balletic grace as they manipulate the tumblers so the groove cut in each one lines up. As they do, a bar of metal called the "fence" falls into the channel created by the lined-up gates, unlocking the mechanism.

WIDE: CHRIS

touches the door. It swings - soundlessly - open on its hinges. Surprisingly, they now pack up. Neil, Chris and Cerrito climb into the Pontiac and drive away. The door was left wide open.

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Nothing. It's black. Then there's light. Neil's entered. He illuminates the vault with his penlight.

CHRIS

sets up a heavy drill and tapes a template with drill points marked to the door.

Is in agony. His muscles are cramped - he rolls on the floor trying to control himself. His head inches up, drops back.

HANNA

calms Bruce with hand gestures.

WIDE

The clock says 2:00 a.m.

Bruce starts shaking, violently. He twists. His belt buckle hits the floor. There is the smallest TAP. Hanna closes his eyes.

Looks up at the ceiling. Down at the floor. He thinks. Pause. This is the first tire we've heard them speak in this sequence.

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No argument. Chris puts down his equipment.

They strip off and drop their surgical gloves. Chris tosses his shop coat on the floor. Both unpin the lapels of what is revealed to be dark suits with shirts underneath. They abandon everything. They walk out the back door and keep going.

ROOFTOP POV: WIDE ON ALLEY BELOW

Neil and Chris enter, approach the Pontiac with Cerrito behind the wheel.

For the first time in the last seven minutes we hear a normal voice. Its LOUD.

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Neil and Chris are in the Pontiac. Jackson's men are poised.

Cerrito pulls away. At the end he turns on his headlights, signals like a good driver, and turns right.

Manna snaps off the radio.

Then he pitches the radio in a line drive at Bruce, barely missing his head.

RADIO

SMASHES into pieces.

A "Las Vegas Police Department" car pulls to the curb. Hanna and Schwartz get out and cross the crabgrass, dirt, and debris-filled forecourt to a cheaply constructed wood and glass one-story building.

MARCIAN0'S OFFICE - MARCIANO - DAY

Hangs up the phone. We HEAR the DOOR OPEN.

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CLOSER

Hanna rips open Marciano's desk drawer finds a gun, unloads it, throws it on the floor, finds a small tape recorder, pops the tape out and tosses it to Schwartz. Then he flashes a badge at Marciano.

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in a booth next to the window. Out the window is morning traffic on Beverly Boulevard. Empty coffee cups say they've been there a while. They lean close and talk low. Neil's explosive behind it.

Neil looks over at the cook behind the high counter and recognizes him.

NEIL'S POV: DAVID BREEDAN

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Grim, cold, working his ass off on five breakfast orders simultaneously.

Breedan turns, recognizes Neil and warms as if the sun rose.

Neil looks out and sees Cerrito.

Neil slides in.

He doesn't have to say anymore.

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No answer. Chris and Cerrito are thinking.

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Chris is surprised.

CERRITO

thinks. The he shrugs, laughs:

WIDEN. It's a desolate area - empty space. Off in the distance is a manufacturing plant and a billboard. PAN LEFT and HOLD on Cerrito's Coupe de Ville. It pulls down the dirt access road, lurching up and down on its soft shocks, and raising billows of tan dust. It stops. Neil - in a gray chamois jacket over a black T-shirt - gets out. He hasn't shaved in a couple of days. Chris and Michael Cerrito get out the left side. They walk TO CAMERA and:

VERY LONG SHOT: NEIL, CERRITO AND CHRIS

the three men point. Chris draws a map. Then they climb back into the sky-blue Cadillac and drive away.

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PULL BACK and REVEAL Schwartz with binoculars and Casals with earphones. They had been surveilling Neil and Cerrito. There's a tape recorder with a directional microphone in a parabolic dish.

WIDER

The two men run back from their observation position to an unmarked car parked a hundred yards behind.

SAME SCENE - WIDE - LATER - SUNSET

It's later. The CAMERA PANS the empty, desolate landscape of oil pumps, dirt roads and a solitary billboard.

PULL BACK to REVEAL Hanna, Schwartz, Casals and Bosko. Hanna looks through binoculars.

O.S. we HEAR a CLICK.

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ANGLE ON HANNA

Recognition dawns.

Hanna turns his back on the rest of the detectives and a big smile dawns upon his face. He raises his arms out wide. Hanna turns in one direction, then another. Schwartz doesn't understand.

VERY TIGHT ON HANNA IN 3/4 REAR SHOT

The image vibrates. Hanna says more. We don't hear it. We HEAR a CAMERA SHUTTER CLICK. The IMAGE FOCUSES and DEFOCUSES. Another CLICK.

Hanna laughs.

Pull back to reveal he's being surveilled by Neil. He's been photographing Hanna with a black Nikon on a tripod with a 1300Mm Questar Reflector lens. Neil's made his tail. The recce in the blue Cadillac was bait. Neil half returns Hanna's smile. He climbs into the Caprice. Cerrito roars off, leaving a cloud of dust which billows into mauve against the deep sky.

Neil comes out with Nate. Kelso moves in his Wheelchair and closes the door.

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They cross to Nate's Buick and get in. Neil carries a large, black sample case.

Vapor lights glide past. Neil examines circuit diagrams and architectural blueprints of the bank. Next he unfolds a pasted-together 180 degree view of the street.

Neil puts the materials back in the case and snaps it shut. Next, Nate hands Neil a thick envelope. Inside are the pictures Neil took of Hanna and xeroxes of Hanna's employment records.

Neil laughs.

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He's checking a computer print-out against a ledger sheet. He looks like he's been sleeping in his clothes. His door opens. He's startled.

HUGH BENNY

in an iridescent gold suit no tie - sticks his head in. He breaks the ankles of people who - for the most part - work for a living and have fallen behind on a juice loan. He looks the part.

Hugh gestures down the corridor.

WAINGRO

enters.

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enters. he's beat. He enters kitchen.

It's a mess with dirty dishes stacked in the sink.

No answer.

Putting on makeup. She's dressed up: short black dress, fish net stockings.

No answer. Hanna gets it.

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Hanna leaves. Then Justine looks at where he stood. Her cold demeanor cracks, then reassembles and she lights a roach, takes a hit, dumps it in the toilet and finishes her makeup.

starts cleaning dishes in the sink. A DOOR CLOSES (O.S.). He pumps Liquid Vel. It suds. Hanna picks up a plate to wash it. He looks at it. Pauses. Then he SMASHES the plate into the piles of dirty dishes and rests on his forearms.

under the flight path near LAX. We CRANE DOWN and pick up Neil's Town Car.

driving, looks into the rear mirror. FLASHERS hit his car and a spotlight waves him over. He checks for helicopters. There are none.

NEIL'S POV: ONE UNMARKED POLICE CAR

This is a routine stop. It's early evening, rush hour.

NEIL

slips his 9mm. Browning under his thigh and pulls over.

Both cars pull onto the shoulder. Out of the unmarked police car walks Vincent Hanna in jeans and a sweatshirt. He approaches Neil's car.

NEIL

watches Hanna approach, wary. He didn't expect this to happen.

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Hanna crosses back to his car.

at a table. Headlights stream by to and from the airport: business people, families going on vacations, people living normal lives who have never used guns to kill people, never experienced physical violence, some who have never been stolen from and never steal. Surrounded on all sides by this flow of normalcy:

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The adversarial intensity is eye-to-eye.

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Both of these guys look at each other and recognize the mutuality of their condition. Hanna's light laughter:

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They look at each other for a moment. Neil's wry smile.

entering.

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Hanna picks up phone to call someone.

All at the same time. About nine p.m.

Hanna's got no one to call. He throws the phone at the wall.

No one does.

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We see nothing. The alley is black. We HEAR a BUZZ. ZOOM IN to a figure in black - almost invisible. The BUZZ becomes an intense TEARING SOUND. At the end of the ZOOM we realize it's Neil.

CHRIS

opens his satchel and takes out a voltmeter.

It's deserted and unlit. We HEAR the SCRAPING NOISE of Neil and Chris working. SLOWLY ZOOM INTO the upper corner near the ceiling: A row of large fuse boxes. We ZOOM INTO the center one. A sign: "Lighting and Alarm Systems"

He, Cerrito and Chris sit in a back booth. No one says anything and they wait. There's the monotonous drone of MUSAK. Neil watches the cook behind the high counter.

ANGLE ON KITCHEN - BREEDAN

Sees Neil and nods. Neil waves.

Chris looks at the wall clock: 12:30.

SOLENKO

crosses to CASHIER - an old lady with red lipstick.

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SOLENKO'S POV: OF NEIL, CHRIS AND CERRITO

in the booth. They're tense. Solenko doesn't know he ought not to want to mess with them.

flips six eggs on the grill, throws frozen French fries in the oil, turns bacon, flips pancakes and dumps eight pieces of bread in the toaster. Solenko enters.

Breedan takes it out on the toaster handles - banging down each one.

BOOTH - CERRITO

on his fifth coffee, looks up.

TOWNER

crosses through and joins them. He's tense.

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He leaves.

In answer, Neil rises and goes back into the restaurant kitchen.

Neil enters. Breedan turns.

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Neil leaves. Breedan rips off his apron. Eggs are burning on the grill. The toast is smoking - clouds billow. Sprinklers come on. Breedan couldn't care less.

SOLENKO

races in.

BREEDAN

rolls his apron into a ball and throws it away.

Breedan throws Solenko out of the way. Solenko slips and falls into the wet mess on the floor.

approaches, parks. He cuts the engine. FOOTSTEPS. Then Towner enters his living room.

WAINGRO

is revealed leaning against the door jam to the rear bedroom. He straightens his clothes. A baseball bat rests against the wall.

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He winks. Hugh Benny (from Van Zant's office) rests against a bamboo bar with a 9mm. Beretta in his waistband.

Hugh crosses to the phone.

Towner looks at Hugh.

HUGH

dialing the phone - stares at Towner with a blank look.

TOWNER

Fear blossoms. He races to the bathroom off the kitchen from which Waingro entered.

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We see Anna's arm on the floor. Waingro's picked up the baseball bat he rested against the door jamb.

ENTRANCE - DAY

We PAN to HOLD IT. The entrance is on the street. The parking lot is on the side.

PULL BACK to REVEAL we're SHOOTING from inside a Mercury station wagon. Breedan drives. By now we're WIDE all the way from behind the rear seat. Cerrito and Chris sit in the rear. Ahead, cones block parking in one slot.

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Cerrito hands out women's stockings. The men rip open the packages and start to roll them up.

DETECTIVE - DAY

named HARRY DIETER - crosses through the corridor, taking his tine - stopping for water and the candy bar machines - enroute to Hanna's office.

Breedan at the curb on a residential street off Hawthorne in view of the bank. Cerrito from a paper bag hands out three H & K model 53 small machine-guns and gives Breedan a .45 and two extra clips.

CLOSE SHOTS

Neil, Chris and Cerrito wear their stubby weapons concealed under nylon shell jackets on shoulder straps. They shove into place the curved clips, and release the top bolts, jacking the first rounds into chambers.

NEIL

checks his watch.

The Mercury wagon pulls from the curb.

CERRITO

checks and he re-checks his gun.

BREEDAN

drives. Cool. Unharrassed. His own ran, performing the simple and critical task of driving a station wagon and obeying perfectly every single rule of the California Vehicle Code.

APPROACHES CAMERA. Breedan puts on the left turn signal and for the sign. Hawthorne is crowded with housewives, women and kids and commercial traffic.

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There's a Safeway down from them with afternoon shoppers and newspaper racks.

enters.

Casals, bored, looks at the paper and explodes out of his chair. Running for Hanna's desk:

They look up at clock.

THEIR POV: IT'S 2:43.

WIDE

Hanna spills his coffee and runs out without his coat. Casals, Bosko and Schwartz follow.

unpacking a box of new books. A RADIO DRONES in the background.

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Eady has crossed to the RADIO and now turns it OFF.

rolls on the white rug. WIDEN. Charlene holds out her finger and Dominick grips it like a monkey and she pulls him up.

ANGLE

She crosses and turns an the TV without volume. A newscaster appears. Charlene turns her back on the TV. On all fours, she advances on Dominick. He shrieks and laughs and crawls away.

Neil and Chris enter the street door. Chris lingers by the guard. He reads a Rosicrucian handout. They smile at each other. Neil approaches the window of teller JOHN FISKE.

ON SIDE DOOR

Cerrito enters and hesitates to tie his shoe near Guard FRANK MAGID.

NEIL

in line, waits: an old lady finishes and leaves.

Can I borrow your pen, John?

John reaches into the side jacket pocket.

NEIL

pulls his stocking mask down over his face. He reaches over the counter and grabs smiling John Fiske's lapels and yanks him over the counter top and throws him across the floor. Meanwhile:

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Magid turns. Cerrito saps him expertly on the right shoulder, paralyzing his gun arm, spins him and swipes the sap across his neck. Meanwhile:

CHRIS

has smashed Guard One in the stomach with the H & X - doubling him up. Now he braces him against the wall, disarms and handcuffs him. He jerks on his stocking mask.

WIDE - THE BANK

There are two FEMALE TELLERS and four CUSTOMERS. Neil moves toward the bank Officers at their desks, specifically, while bringing up his H & K.

TIMMONS

with Neil approaching, frantically stomps the alarm button under his desk.

FACES

of Tellers and customers. Scared, but Neil's monologue holds their attention. Throughout he's approaching Timmons.

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He smiles.

NEIL

reaches Timmons.

Neil slams a punch into Timmons' face in calculated contrast to his friendliness. It's an object lesson to customers of the result of disobeying. Timmons flips backwards over his chair.

NEIL

hauls him up, rips open his white shirt and pulls the key an a lariat off his neck.

The white shirt is already splattered with blood. Customers watch. They do not want this to happen to them.

CERRITO

pulls a straight razor and leans over Guard Magid. He slits his pants leg and pocket open and extracts the other key and it.

PAN 0N KEY

through the air and is caught by Chris. throws Timmons' key. PAN it to Chris.

CHRIS

spins the ring handle for five seconds. The massive round vault door opens. It reveals a second, rectangular door.

CERRITO

handcuffs Magid. handcuffs Timmons to his chair.

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Chris inserts both keys, turns them simultaneously and the second massive door opens inward.

LOW ANGLE: STEEL INNER SANCTUM

Inside is the four-wheel cart and the two large canvas bags of money. WIDEN TO REVEAL Neil is there as well and opens the Hefty Garbage bag while Chris whips out an Exacto blade and slices the canvas bags open to check the contents.

THE CANVAS BAG

disemboweled, spills money. Lots of it. Chris loads both into two Hefty bags Neil holds open.

NEIL

tosses one on his shoulder like a sailor's duffle bag, his machine-gun in front...

Cerrito exited the bank via the side door and now moves quickly TO CAMERA up the side - his stocking mask off - his H & K low, concealed.

NEIL

exits the bank through the front door TO CAMERA. The sidewalk is crowded with school kids now and housewives. No one pays attention as Neil tosses the first bag to Cerrito...

racing in and out through the Hawthorne Boulevard traffic to get past cars. Drucker and casals follow in a second car. No sirens. Schwartz drives. The bank is seen 200 yards ahead..

CLOSE: HANNA

has to decide.

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HANNA'S POV: CERRITO'S

dumped the FIRST BAG in the station wagon and Neil's reentering the bank for the SECOND BAG.

HANNA

as car pulls in.

He made the decision.

awaiting bag number two. Breedan - calm and alert - IDLES THE ENGINE in Drive while braking with his left foot.

PROFILE:

NEIL

coming out with the second bag. Chris follows - backwards covering the interior. Neil avoids a lady pushing a supermarket shopping cart, looks up and SEES:

NEIL'S POV: HANNA + SCHWARTZ

entering rapidly but surreptitiously 50 yards down the sidewalk. Bosko's moving 90 degrees to the right, crossing the street. There would be no, there was no, and there never is any, warning. Neil Hanna and Schwartz with 12- gauges OPEN FIRE. World War III ERUPTS. Now we hear distant POLICE SIRENS.

CHRIS

is hit in the neck.

NEIL'S

FIRING 3-SHOT BURSTS that blow up Schwartz and a lamppost and hit a woman who falls over her shopping cart, shrieking. Hanna's behind the lamppost.

BOSKO

across the street with his AR-180, opens up on the station wagon which takes HITS. A BLACK AND WHITE slides sideways and COP #1 with a shotgun runs across the street hollering at kids who stop and stare and drop school books.

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COP # 1 Drop! Drop down!

CERRITO

over the station wagon roof FIRES a BURST at Bosko, then swings onto Cop #1 and fires, killing him. Cerrito jumps into the wagon.

THE STREET - WIDE: A BUS

The driver panics and slams on his brakes and his bus full of people stalls in the combat zone between Bosko and the wagon.

NEIL

shielded by the green bag of money which has taken hits, FIRES at Hanna and backs to Chris.

HANNA

pulls Schwartz to cover.

CHRIS

dazed - holding his bleeding neck while Neil FIRES into the parking lot...

PARKING LOT

...hitting Casals getting out of his car. Casals sits down as if stunned.

MAN

pulling his car out of the lot ducks behind the wheel and crashes it into a parked car.

Neil can't rake it through the incoming FIRE from Hanna and Cop #2 to the station wagon and Cerrito and knows it.

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ON STATION WAGON

Breedan floors it.

HANNA

re-emerges, kneels and PUMPS SHOTS into the station wagon.

BOSKO

rounds the bus with the AR-180 and OPENS UP

STATION WAGON

draws everyone's FIRE. Breedan ducks and pilots it through the gauntlet.

NEIL

has taken off down the sidewalk, supporting Chris. TIGHTEN. He runs in among crowds of civilians. He knocks over a man, breaks through. People are screaming, staring, shocked.

getting BLOWN APART by Hanna, Bosko, and Cop #2 falls over the wheel and then is thrown back.

tires are BLOWN OUT.

It spins across the street on steel rims and crashes sideways into a parked car on the east side of Hawthorne.

shot three times, holds his abdomen and bails, returning FIRE. Breedan, like a rag doll is half over into the rear seat and still being hit by more rounds. We HOLD on David Breedan. He's dead.

east up a side street past people who stand on their lawns and stare - traumatized.

WIDER

Bosko and Cop #3 chase Cerrito. Cerrito FIRES a long BURST. They can't fire back because of the people.

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and the money - running, skipping and dodging past all manner of pedestrians, newspaper coin boxes, fruit vendors and parking meters. People dodge, scream and fall down. It's chaos.

TRACKING HANNA

a half block behind, chasing Neil - pushing through the same people.

Neil - supporting Chris - throws a lady, who was getting out, back into her Olds Cutlass. He dumps Chris and the money in the back seat and turns on Hanna.

NEIL

extends the collapsible stock braces on the roof for accuracy and FIRES over the roof of other cars and through people at Hanna closing in 5o yards away.

who panic. SHOOTING. Windows EXPLODE. A lady holds her ears and shrieks. A newspaper coin box SHATTERS. A man's bag of groceries explode milk and eggs everywhere. He goes down.

HANNA

doesn't have a clear shot and drops, dragging people down with him.

NEIL

behind the wheel - burns rubber pulling out of the lot over curbstones and through a fence into the alley.

Suddenly Neil drives very normally and jerks the lady upright next to him like a wife. He drives away.

HANNA

runs to the alley - pulling his radio:

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No response. Dead batteries. He throws the radio at the Safeway wall: SMASH. And runs up the alley. Meanwhile:

Cerrito runs TO CAMERA through kids playing in a front yard, looking over his shoulder at Drucker and Bosko who can't fire because of the kids.

CERRITO

up a girl out of the yard.

She's the same age as his own daughters. He holds her to his chest with one arm as a shield against Drucker and Bosko. He FIRES a wild THREE SHOT BURST running up the sidewalk. Meanwhile:

emerges, cuts right. He brings up his 9mm. Smith and Wesson. He slows. He stops. Hear his BREATHING. WIDEN and PAN AROUND. Cerrito is running right at Hanna and doesn't see him.

OVER HANNA'S SHOULDER: CERRITO'S

attention on Drucker and Bosko. Cerrito FIRES. The little girl sees Hanna because he's aiming the 9mm. directly at her with both hands. She stares into his eyes.

CERRITO

turns, sees Hanna. He starts swinging around the H & K on its shoulder strap..

HANNA

FIRES ONCE.

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WIDE - CERRITO

is hit dead center in the forehead and topples backwards like a felled oak. The little girl falls half on and off his dead chest, screaming.

WIDE - HANNA, DRUCKER + BOSKO

get to Cerrito simultaneously. Bosko pulls the girl up and turns her away.

BOSKO

takes the girl and folds her into his bear-like chest. He carries her off. He holds onto her and wraps his jacket around her. Tears stream down his face.

HANNA

standing there in the center of the mess: bodies, disabled vehicles, people, shouting, SIRENS arriving, etc.

is unconscious on the table. BOB, a veterinarian of 55 in a white coat and bald head, works on him. DOGS BARK O.S. from the kennels.

A CLAMP CLATTERS into the bowl. Chris moans in a dry rasp and convulses. Bob motions to Neil to hold Chris' shoulders.

NEIL

holds Chris down.

With one hand Neil gives Bob a tray of syringes.

WIDE - THE SURGERY

Bob's back obscures a series of injections into Chris' neck and shoulder.

It's a veterinarian surgery and the metal table Chris is an is for holding down dogs. Long leather straps aren't buckled. There's pictures of cocker spaniels on the walls. Spent syringes CLATTER into pans.

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washes his hands in the sink. Neil sits on his desk. A tv plays news footage from Bosnia.

News coverage switches to scenes from the robbery with the commentator in a window.

Neil opens a shopping bag and stacks packets of bills. News coverage switches to sports and weather.

Bob looks at Neil's eyes and believes it.

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on his stomach, breathing heavily.

Chris hacks, coughs; Neil helps him spit into a steel pan.

It's the taped-off crime scene where Michael Cerrito dropped. News media are all over. Spectators mill. Emergency vehicles FLASHERS spin. Motorcycle cops re-route traffic.

ANGLE

The battered Mercury wagon is still in situ, being dusted by two TECHNICIANS for prints. We HEAR a car pull in o.S. and.

ELAINE CERRITO

knocks over a Uniformed Cop and runs down the sidewalk to the chalked outline of Cerrito's body on the cement and lawn.

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CLOSER

Another cop moves to stop her. She dodges him. Disheveled, screaming, hysterical - she throws herself on the bloodied ground Michael Cerrito died upon and clutches at the outline drawing of his body and blood stains as if it were him.

NEWS CAMERAMAN

with lights moves in and tapes her. A Police woman tries to help Elaine up. Elaine bats her away.

enters from the coffee shop and crosses the street TO CAMERA.

enters. A TV mounted high in the corner BROADCASTS the news with the SOUND OFF. A Man in a motorcycle jacket plays the pinball machine. It CLICKS, bells RING, lights FLASH.

LILLIAN

crosses to the bar and leans over.

BARTENDER

rings up a sale, changing a $20.

Lillian waits. Behind and above her the Newscaster cuts from Last coast storms to coverage of the bank robbery aftermath: bullet holes in windows, Cerrito's body, Breedan's body, etc.

LILLIAN

sees none of it. Then: impatient:

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More robbery aftermath plays across the screen.

BARTENDER

at end of bar. Finishes with the customer. On his way to Lillian he turns up the TV volume.

As the bartender reaches her - WIDEN TO INCLUDE Lillian. She stares at the television - stunned - at seeing David's face on the paramedic stretcher in a FREEZE FRAME.

She stares at the TV and holds onto the deep polished grain of the bar.

Charlene ignores Dominick playing at her feet as she watches the news coverage of the bank robbery with her hand over the mouth.

CHARLENE

rises, picks up Dominick, crosses to the phone. She punches 11 digits. We HEAR the phone RING on the other end.

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Charlene hangs up. The PHONE RINGS again. She doesn't answer.

on the phone. No answer. He hangs up.

WIDEN TO INCLUDE Las Vegas uniformed Cop and a PLAINCLOTHESMAN who's risen put of his seat. A tape recorder's attached to the telephone.

The white frame house with one palm tree in front on the hilltop overlooking downtown L.A. No lights are on. It's sinister.

It's gray muslin drapes blow in TO CAMERA on the night wind. SLOWLY we TRACK LEFT into the draperies and shadows. it's eerie. Suddenly a face is there. It's Neil, flattened against the wall, his .45 in his hand.

WIDE

Neil FLASHES his penlight around the room. Nothing.

It opens silently. Neil's cautious, sweeping his .45 into the corners, clearing them. He looks around. There's a wallet with money and scattered clothes. It means they haven't split.

Neil - cautiously - enters. Nothing. O.S. we HEAR WATER RUNNING from another room. TIGHTEN.

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Neil works his way to the SOUND. He crosses to the bathroom off the kitchen.

through the crack in the door. He starts to push it open. Something blocks it. The water SOUNDS are LOUDER. Neil shines his light INTO CAMERA.

NEIL'S POV: WIDE - ON THE FLOOR

Towner is near death, beaten to a pulp. Something or someone is in the shower stall. Blood's all over.

ANOTHER ANGLE

Neil uses his penlight. He puts a towel under Towner's head. Towner's face - against the white octagonal tile floor - is a mess. He opens his eyes. TILT UP to Neil.

Neil crosses to the shower stall and looks in. He comes back to Towner.

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Coughs and shakes his head. He doesn't remember the name. Neil thinks. Then:

Towner nods his head.

Neil can't get a straight answer.

Towner nods.

PAN RIGHT with Neil. He turns off the water in the sink and leaves.

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The freeway's nearby. Traffic ZOOMS past. It's all concrete, public toilets, and green vapor lights.

Hangs up. Neil drops another quarter and dials again. After a moment.

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Neil hangs up.

Neil enters directly from the front door and RINGS the bell. It's a $3,000,000, 70's modern. Neil puts his finger over the peephole. After a few moments:

can't see. Tries light switch. Nothing. He puts his ear to the door to hear if someone's there.

No answer.

kicks the door in.

goes flying back.

NEIL

is four feet away. The big .45 Automatic is aimed into the center of Van Zant's chest.

Neil pulls the trigger: TWO LOUD SHOTS blow Van Zant back into his foyer. He slides 15 feet across the highly polished black and white tiled floor. Neil walks away.

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Porters wheel huge loads of fruits and vegetables and sides of beef. Massive semi's pull through the lot.

ZOOM onto cars parked side by side facing opposite directions: Neil's Lincoln and Nate's Cadillac. They talk car-to-car.

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Neil says nothing. Then:

He hands over a small briefcase.

HELD

They're moving fast down the corridor. Hanna is throwing everything into motion.

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Hanna turns toward a door.

Hanna exits through the door.

Hanna and Drucker enter. Bosko's there with HARRY DIETER the burglary cop who gave Casals the tip on the bank job.

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Hanna kicks a chair out of the way and bounces Dieter up against the wall. Bosko starts to restrain him.

He slams Dieter into the wall.

Hanna's gone. Bosko follows.

HOLD. Then it EXPLODES off its top binges and hangs disabled. Hanna comes through with the cut down sledge hammer. He's backed up by Bosko and Berryman - another middle-aged heavyweight - with a regulation 12-gauge.

REVERSE - LIVING ROOM - HUGH BENNY

himself a heavyweight, races across the room for the rear. Hanna tackles him.

BOSKO

hauls Hugh up, kicking, punching and bouncing him off the walls. Hugh swings at Bosko.

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Bosko knocks it aside, and spins him to Hanna. Hanna throws him into the bathroom.

crashing in. Hanna throws him through the shower door into the bath tub. Hugh's cut.

Farina gets out of an unmarked car with Charlene Shiherlis and a sleeping Dominick and they cross into the building. It's a rough cedar, two-story studio. A second car empties four cops - including Cop $4 and Cop #5 - carrying flack vests and M-16's. As they confer about positioning...

enters and sees Marciano already there. Surprised:

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Marciano does. Charlene seems to soften and relax and take satisfaction at Marciano's put-down.

Charlene rises and crosses to a bedroom and looks in the door - presumably at Dominick.

Charlene sits - shell-shocked - dressed in black with white face and red lipstick. Marciano re-enters with a drink for her. Charlene looks towards the bedroom containing Dominick, then nods her head "yes." Farina dials a number.

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Charlene dials a number into the regular phone. Then:

He hangs up. Redials Drucker. In the b.g. Hugh Benny is handcuffed, soaking wet and half-conscious on the floor. Berryman watches him.

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Hanna hangs up.

was in bed. Now she answers the door. The bamboo shades are partly raised revealing the L.A. basin - the city of light. She wears a red and black Japanese kimono. Neil McCauley enters. Eady stares at him as he crosses to the fridge and drinks from a bottle of club soda.

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He realizes he's way ahead of her.

She stares at him.

Eady runs out the door.

Eady - in her black and red kimono - tears up the steep hillside of golden fountain grass TO CAMERA from her house on the side of the hill. We HEAR her BREATHING.

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ANOTHER ANGLE

She keeps going. Neil catches her and she falls into the grass.

CLOSE - TWO SHOT

She does. She goes totally blank. Neil picks her up.

It's morning. Eady's affect is flat, robotic.

He kisses her. She doesn't respond. She stares at him.

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She starts to leave. Neil stops her. She glances at him and leaves.

driving.

It's morning. He's been up all night.

entering door.

COOKING SOUNDS. He stops. Frozen.

FARINA'S POV:

A MAN

on his sofa watching his TV. His name is RALPH.

JUSTINE

enters, sees Hanna.

Ralph sees Hanna's 2" .38 in his waistband.

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Hanna's reaction to Ralph is vacant of emotion.

Hanna lifts it off the table, spilling framed pictures. A commercial segues to a quiz show.

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She unplugs the TV. The image Hanna's holding dies. Hanna looks at her and leaves.

Basset Hounds BAY. Nate, Neil and Chris walk between the cages of parked pets - all of whom make a RACKET. The talk loudly over it. Chris' left arm is in a canvas sling. His hair has been cut short. He looks different. Dogs BARK throughout.

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Nate leaves.

NEIL + CHRIS

Registration in the glove box.

They embrace. Neil slaps the side of his face slowly - and leaves.

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She stops for a red light - a little sharply.

Neil looks for Eady's reaction: no response.

FARINA'S

been up all night and looks it. Bags of take-out food and coffee containers litter the table. Dominick crawls over and up Farina's leg.

Charlene comes over. Farina picks Dominick up and makes a face and growls. Dominick laughs. Charlene smiles and takes him. Phone RINGS. Farina takes it, listens. Then:

Hanna, Drucker and Bosko - more all-nighters with one day growths - pore through files and hang on phones.

It's frantic. Hanna's on with Farina.

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Hanna hangs up. He thinks for a second.

They come up out of their chairs and Hanna's punching numbers. He's furious.

Green vapor lights have ignited on the freeway behind them. Neil drops the quarter and dials. Eady sits in the Mercedes - waiting. Behind them streams of cars and headlights pass by. We HEAR a PHONE RING.

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Starts to hang up...

Neil doesn't answer.

In the background Eady turns on the radio and watches Neil in the phone booth and rests her chin on her hand on the door.

Neil hangs up and turns to Eady. He stands there. He nods.

Eady looks away.

NEIL

gets in and hugs her desperately. It's the most emotional we've ever seen him. Eady responds not at all. Neil lets her loose.

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hangs up - still smiling. Behind him - out the window - two cars SCREECH to a halt. Hanna's the first one out. Bosko and Drucker are in the second car. Guns drawn, they bust into the Tax office. As they come through the door:

Nate's handcuffed behind his back between Hanna and Bosko.

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Hanna dragging in Nate followed by Drucker and Bosko. A Booking Officer's in front of a cage. Hanna throws Nate at the cage.

Nate's dragged away.

with Drucker and Bosko - enters and kicks a chair out of the way.

Drucker punches in the number.

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Bosko starts dialing. Drucker hands Hanna the phone with Farina on the other end.

The sun is setting beyond Point Dume. Neil and Eady are at the edge of the sea cliff. He checks his watch. He looks cut at the sky. He wears clothes Eady bought.

POV: SANTA MONICA BAY

The swells rock a few small boats near the reef: PAN RIGHT. The sun is gone. The sky To the LEFT the bulk of a 747 rises over the ocean slowly, as if gravity didn't exist.

EADY

watches screaming gulls swirling below against the water.

There's no response.

She turns and looks into his eyes. He touches the side of her face.

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She folds into his arms and they stand there against the darkening sky and red cirrus.

Neil's Lincoln driven by Chris enters and parks near six guys playing shirts and skins under two spotlights. He winces from the pain. His arm is in the sling. He looks at the piece of paper Nate gave him and looks up TOWARDS CAMERA at the address. He doesn't get out of the car.

COP #6 (V.O.) (radio filter; matter of fact) Richie. A possible moved into the zone.

COP #5 (V.O.) (radio filter) We got him.

PULL BACK TO REVEAL we're SHOOTING FROM the roof of the apartment building DOWN onto the alley and in the FOREGROUND, prone on the roof is COP #5 in flack vest with an AR-180 rifle with a nite-site scope aimed at Chris. Two buildings away is Cop #4.

Hanna's on the phone.

WIDEN TO INCLUDE Charlene, two cops and Marciano (very nervous). Farina folds away from the window and sets down the phone - off the hook. -

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Marciano fades back. Charlene sits frozen to the spot. It's as if the pressure had battered her into a stupefied tranquillity.

looks up.

CHRIS POV: CHARLENE

looks down at Chris - deep into his eyes. She's disturbed. She's unsure. Then she decides.

CHRIS

looking up into Charlene's open face from inside the Lincoln. He starts to get out. Then he sees...

CHARLENE

And we TILT DOWN her body to her hand at her side. Her hand subtly waves him away, gestures towards the roof.

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turns to basketball players.

BASKETBALL PLAYER #1 Alberiz's grocery on Dell Avenue got cards on the wall.

He dribbles and fakes a hook shot and passes. Chris starts to look down the alley.

Charlene crosses back to her chair. Farina stares at her unsure. Marciano re-enters and paces idly.

Farina grabs Marciano, spins and slams him into the wall.

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Farina clicks off the radio and picks up the phone.

Farina dials. Charlene closes her eyes. it's like she sees the gray institution of a women's prison. She shuts her eyes tighter to make the vision go away. Tears start flowing.

Hanna hangs up. He dials another number. It rings.

DESK CLERK/COP - in hotel blazer - answers the phone.

DESK CLERK/COP (into phone) On this Waingro? (MORE)

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DESK CLERK/COP (CONT'D) I just told Bosko. Zero. Nothing's happening.

hangs up.

gets into his Olds with his TV set still on the front seat and pulls out, laying rubber.

stops sharply for a red light. The TV bounces against the dash. Hanna looks at it. It's idiotic. He drops the car into park, opens the passenger door.

WIDER - HANNA'S

foot comes up. He braces his back against the driver's door and kicks the TV set out of the car.

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SMASHES onto the pavement. Passengers at a bus stop stare at Hanna. The light changes green. Hanna pulls away.

It's empty. Out the windows the mustard Hollywood glare stays low into the building.

ANGLE - A SHADOWY FIGURE

surreptitiously moves through the room examining things. It's a woman and in rear shot she is naked. We HEAR a key in the lock. She turns: it is Lauren.

DOOR

opens. Hanna - disgusted - tips off his clothes and throws them at the furniture. He turns on the shower and goes in. He didn't see Lauren.

under the water, half opens his eyes and just stands there.

LAUREN'S BARE LEGS

enter the bathroom and quietly slide the shower curtain. Hanna doesn't hear her.

HANNA + LAUREN

from the front. He's oblivious. She's behind him.

ANGLE

She does two things: she runs her hands across his stomach and says:

Hanna, terror-stricken, swings around and Lauren, screaming, starts assaulting him.

WIDE

They slip in the tub and crash onto the bottom. Hanna can barely restrain Lauren who has the strength of someone in a psychotic episode.

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Code 3, pulls up and Justine runs out and sees:

JUSTINE'S POV: HANNA CARRYING LAUREN

out of a police ambulance wrapped in a towel like a baby. His face is scratched and bleeding.

She struggles, but bent double in his arms, she's immobilized. Attendants rush at them with a stretcher with restraining belts. Hanna shoulders them aside and races into emergency.

JUSTINE - DAY

catches up.

Lauren relaxes in his arms, carried like a baby; and tears stream down her face.

JUSTINE

one arm locked around Hanna - trying to see her daughter. Then Lauren goes wild again and Hanna tightens.

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HOSPITAL WAITING ROOM - HANNA + JUSTINE - LATER

his arm around her. She leans back against him.

She shrugs. Then she moves closer to him and be pulls her into his shoulder.

Neil drives. He's pensive. He sees the "Hyatt" sign.

Neil KILLS THE RADIO.

He turns the RADIO BACK ON.

The Mercedes is in the left. Suddenly Neil pulls across three lanes and shoots up an offramp - fast. Neil checks his watch.

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A lot of traffic and lights. Neil drives the Mercedes past the front and turns left at the corner into a dark side street on the side of the hotel. He parks.

NEIL

crossing the street in his dark suit towards the hotel's side entrance.

He waves without looking.

Some employees exit.

Two house PAINTERS and all their gear are in an empty office in front of a big picture window. Out the picture window across the street is the Hyatt House. They're not painting. They're playing gin on a cardboard box. Maybe they're on their break.

CLOSE ON ONE PAINTER

He has a Nite vision light accumulater scope and looks across at the hotel.

PAINTER ONE'S POV: STREET + MERCEDES

with Eady, exiting employees and Neil slips in the side door.

PAINTER ONE

pans his scope up the hotel.

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PAINTER ONE'S POV: ROOM 1403 + WAINGRO

across the way. He watches TV with his feet up.

PAINTERS

are police - Waingro's surveillance team.

crosses to a desk and red wall phone near some lockers. The place is abandoned.

Neil starts ransacking the lockers.

in the Mercedes. Waiting. She stares at something strange. WIDEN: it's her hand. It spasms. She grabs onto the steering wheel to make it stop.

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HOTEL LOCKER ROOM - NEIL'S

found a Hyatt security uniform. He puts on the short jacket and San Brown belt and hat.

enters and crosses to the elevators. He glances to his left.

NEIL'S POV: DESK CLERK

talks on his police radio. TILT DOWN. A 9mm. Beretta is under the counter top.

NEIL

continues to the elevators. It says he KNOWS Waingro is a trap. He knows the LAPD are here. He's come for him anyway.

punches 14. PAN AROUND to Neil. The elevator rises. He pulls his .45 and checks that there's a round in the chamber. He slips it back into his waistband, cocked and locked.

slide open. Neil emerges. He does two things. He wedges the ash tray to hold open the elevator door. Then, he smashes the glass and sets off the fire alarm. Immediately a SIREN SOUNDS. The building's elevators - except Neil's descend. We HEAR:

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Painter One looks through the scope. He looks down at the ninth floor and laughs. Then he looks away and sees something else:

PAINTER TWO'S POV: ROOM

Waingro goes to a drawer, pulls out a gun and starts towards the door.

Hanna crosses to the nurse's station. TIGHTEN. He answers:

JUSTINE

watching Hanna, heard the conversation.

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HANNA

rejoins her and takes her hand. He looks at her and then at the floor. He puts an around her.

As he's rising.

HANNA

walking backwards, facing her, nods "yes." The last thing in the world he wants to do is leave. Then he turns and starts running down the white marble corridor...

in the hotel security uniform approaches against the flow of people leaving the floor. The emergency LIGHTING is on and the PA fire alarm message still SOUNDS. Neil taps his flashlight on the doors of 1404, 1405 and 1406 as well as 1403.

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looks through the peep hole.

WAINGRO'S POV: NEIL'S BACK AND CORRIDOR

A few patrons exit past the uniformed Neil. It looks legitimate.

opens silently, half-way.

NEIL

looks inside. Waingro's obviously hidden behind the door

WIDE

Neil kicks the door and...

smashes into Waingro. Neil hits the door again and it smashes into waingro a second time.

NEIL

reaches around, grabs Waingro by the arm, dislocates his shoulder, breaks his collarbone and throws him across the room. Waingro's gun goes flying.

WAINGRO

on the sofa, seeing Neil McCauley. He feels his internal organs drop through the floor. He looks away.

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LOW + WIDE

Waingro won't look at Neil.

Waingro, pathetically, obeys and looks up. Neil's .45 EXPLODES TWICE.

CLOSER: NEIL

now looks out the window, searching.

NEIL'S POV: HIGH RISE ACROSS THE STREET + "PAINTER" TWO

staring at Neil through the Nite vision scope, disbelieving. Neil sees "Painter" One is shouting into his police radio...

surprised not at all. He expected the police. He turns away from the window, looks once at Waingro and leaves the room.

twisted in her seat, trying to see, frightened by the noise and sirens. WIDEN. An L.A.P.D. fire engine ROARS in. Now an unmarked car skids into the driveway. Drucker, Bosko and others spill out carrying shotguns. A black and white parks perpendicular to the traffic flow and halts cars. She's worried, confused.

dead iN sitting position on the sofa with his head back as if he fell asleep watching the football game.

cruising scanning the streets. He's aggressively searching for something.

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On their way. You want a command center in the...

For some reason Hanna's disinterested. He's moving down a different track. He's cruising the streets looking for something else.

HANNA'S POV: SIDE STREETS

adjoining the hotel are cluttered with emergency vehicles, cars, pedestrians, on-lookers, service people from adjoining buildings.

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HANNA

trying to see through, past, around everything. We don't know what it is he's looking

HANNA'S POV: FIRE ENGINE, AMBULANCE, MERCEDES, BLACK AND WHITE...

Then Hanna's P.O.V. PANS LEFT back to the Mercedes. The woman waiting in the passenger seat. It is Eady. She's a block down. A woman waiting...in a car...alone.

CLOSER: HANNA

It's what he was looking for.

Hanna is out of the car in the jammed street, running towards Eady and the Mercedes a block away.

emerges and APPROACHES CAMERA. In the foreground is Eady in the Mercedes.

CLOSER: NEIL

calm, assured, approaches the car for the short drive to the airport. Then, Neil senses and...

SIDE ANGLE: NEIL

turns and looks over his left shoulder.

NEIL'S POV: VINCENT HANNA

a half block away, running through vehicles and incoming on-lookers right at him.

NEIL MCCAULEY

stops. He turns to Eady.

EADY

looks at him, quizzically.

HANNA

running towards Neil and Eady.

EADY

climbing out of the Mercedes, now, confused...

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NEIL

starting to leave, moving at an oblique angle. Looking at her ... leaving her ...

EADY

next to the Mercedes. Shouting at Neil. We can't hear what she says. SIRENS and NOISE of an ambulance.

HANNA

AMBULANCE pulls in front of him, blocks him. He's around it, pushing a news crew out of the way, stops.

MERCEDES WITH EADY

in the street. Alone. No Neil.

HANNA

spins around, searching.

HIGH + WIDE: HANNA

in the sea of people and vehicles, crossing drivewaYs and landscaping. Hanna - against the tide - moving away from the crime scene and police barricades to neighboring buildings.

FRONTAL: HANNA

through the crowd, searching. People pushed aside so he can see. Then...

HANNA POV: THROUGH OFFICE BUILDING LOBBY TO REAR PARKING LOT

A figure is running between cars. Beyond are the lights of an L1011 ten feet off the ground about to touch down.

ROARING through the frame. Reveal Neil jumping a fence and running across the grass between power units and the racks of lights strobing their arrow sequence at the head of the runway. Beyond is Sepulveda Boulevard and normal traffic.

NEIL

running towards us.

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it's landing gear down, its lights blasting into the lens fills the frame as it descends to the runway. It wipes out the strobe racks in a chaotic blast of xenon.

HANNA

runs across the grass between the fence to the strobe lights.

CLOSER: HANNA

among the structures housing the ballasts for the lights. The ROAR of a 757's 95,000 lbs. of thrust beats an him. He spins to protect his face. His clothes and hair are whipped. As he runs to us ...

CLOSER: HANNA

looks up..

HANNA POV: UP INTO LIGHTS SEARCHING FOR NEIL. SUDDENLY:

NEIL (SLO MO)

is there. His .45 is up, centered into Hanna's face. He's eight feet away, framed against the glaring racks of strobes.

NEIL'S HAND (SLO MO)

squeezing the trigger, both eyes over the front sight, moving laterally on target through the liquid air and lights...

NEIL'S .45 (SLO MO)

as the trigger's squeezed and the sear's released and...

MACRO: THE .45's HAMMER (SLO MO) falling.

HANNA (SLO MO)

coming up with his 9mn. He's too late...

NEIL

The hammer drops. Nothing. His .45 misfires.

HANNA (SLO MO)

His 9mm. coming up...

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NEIL'S HAND (SLO MO)

swipes across the .45's slide.

MACRO: THE BREECH OF NEIL'S .45 (SLO MO)

The misfired round, ejected and spinning away. The new round, moving forward, the slide returning to battery...

HANNA

FIRES THREE perfectly controlled, hammered-on SHOTS. His front sight barely moved.

NEIL

HIT THREE TIMES in the chest - is blown back into the racks of lights. He lies still.

HANNA

approaches, slowly. His gun hand drops to his side.

WIDE: NEIL + HANNA

Neil's on the ground, his back against the rack. One arm is in his lap. The other is flung over the top bar of the strobe rack. Neil looks at Hanna and gestures with his hand. Hanna takes it. Neil holds on tight.

NEIL

last breath.

Then Neil's eyes dim. And he dies.

LONG REAR SHOT: HANNA + NEIL

Neil's head has fallen onto his shoulder. Hanna still grips his hand and looks down the runway into the west at the lines of blue runway lights like rivers. The two of them stay there like that.