"THE TOWN" (2010)

The Town

by Peter Craig

Based on Prince of Theives

Revisions by Chuck Hogan

Current Revisions by Ben Affleck & Aaron Stockard 1.5.09

Name (of company, if applicable) Address Phone Number

We are inside a bank in the morning hours, just before it opens. We hear the VOICES of people as they approach. A spear of daylight precedes a woman’s hand. Keys turn in reinforced locks, releasing strongbars.

A WOMAN, CLAIRE (30) the bank manager and A MAN, DAVID,(37) the assistant manager, enter, talking casually.

The BANDITS move with JARRING SPEED AND VIOLENCE.

They wear BLACK JUMPSUITS, hold ASSAULT RIFLES and wear Halloween masks.

The FIRST BANDIT, DOUG (35) GRABS CLAIRE by the arm and leads her toward the back.

The SECOND, JEM (34) KICKS the coffee tray from David’s hand, staining the wall, then knocks him to the floor with the butt of his AK-47 rifle.

Doug leads Claire down the short hall, taking her KEYS and handing her off to GLOANSEY (32) another thief, who pushes both employees to the floor behind the teller cages, and YANKS OFF THEIR SHOES.

Doug passes the FOURTH, (DEZ, 28) -- with a RADIO WIRE in his ear

Doug aims his rifle at the David and Claire:

Doug stands behind Claire while Jem holds Bearns in front of the closed VAULT.

The digital clock on the vault door reads 8:17.

Everything has gone very fast to this point. Now it moves agonizingly slow- They watch it like three people waiting for an elevator.

The timer CLACKS! Doug inserts the vault key.

Claire reaches for the big dial with a trembling hand. She rotates it once, then overshoots the next number.

Jem has his gun pointed at Bearns’ head. Claire makes a mistake and the TUMBLERS RESET.

Claire reaches fast, but Doug grabs her wrist, holding it steady: it looks fragile in his gloved hand.

CONTINUED: (2)

Claire reaches for the dial -- begins working the numbers. After the third turn, there’s a CLACK. Jem spins the wheel and the vault door OPENS.

Doug and Jem collecting CASH. They rip the color-coded bands, fanning each thick packet.

Doug deftly removes each DYE PACK from each bundle. We jump cut and watch him to the same to the TRACERS.

As Doug emerges, Dez halts him in the shadows, pointing.

A STUDENT inside the ATM vestibule at front.

Doug’s attention is pulled to Claire, lying face-down behind the teller cages.

Her heel is slowly moving Claire peeks at Gloansy, who is distracted by the student. Her foot PRESSES A BUTTON UNDER THE COUNTER -- then quickly glides back.

Claire looks the other way... and sees Doug’s mask STARING at her.

She’s caught. She’s dead.

The Student finally gives up, walking away from the ATM.

Doug stares at terrified Claire. After a beat:

Gloansy pulls ZIP CUFFS from his pocket. Jem and Dez pull jugs of ULTRA CLOROX from the work bag.

Bearns in a teller chair, wrists bound behind his back. Gloansy is doing the same to Claire as --

Jem HITS HIM WITH THE RIFLE. Then rains down a flurry of punches. His knuckles pound Bearns’ temple.

Bearns slumps to one side, but Jem does not let up. He HAMMERS at Bearns’ defenseless face. Claire SCREAMING.

Jem rises, grabs a bottle of bleach. Moves to empty it over Bearns’ face. But Doug HOOKS his arm, stopping him.

After hesitating, Jem rises.

Doug takes the bleach, dowsing the teller station. He returns to the teller station and Bearns’ WHEEZING.

Claire’s chair is empty.

Jem has Claire doubled over near the waiting bags, her hands bound, his hand gripping the back of her neck.

But Jem is already hustling her out, past the Prius. Doug hates the idea but won’t waste time arguing.

Gloansy pulls up FAST in the WORK VAN. Doug boosts Claire into the van with her head kept down.

Doug pushing her into the bench, sitting next to her.

Doug pulls out a small knife. He tugs at her jacket hem, CUTTING OFF a strip of fabric -- making her flinch.

The rest of the crew REMOVE THEIR MASKS.

As THE VAN LURCHES FORWARD, he ties it around her head as a blindfold. He makes a fist and drives it -- STOPPING JUST SHORT OF HER NOSE. Making sure she can’t see.

He sits back. STUDYING her with impunity.

As he stares at her we have a NON-LINEAR SEQUENCE where we FLASH BACK TO Doug scouting the bank job, observing Claire as she came and went from work--but we HEAR a conversation between Claire and an FBI agent that takes place AFTER the robbery.

Doug watches intently as Claire comes to work in the morning.

Claire gets off, sunset. She is quite beautiful but it isn’t that, there is something endearing in her dignity, her poise. Doug watches from a Cadillac STS.

In two chairs set next to a table, Claire facing FBI AGENT ADAM FRAWLEY, 36, talented and intense.

Claire’s legs are bare, her jacket gone. Her ELIMINATION PRINTS are being taken by a MALE TECH in blue ink.

The Print Tech looks up before resuming.

Claire notices her hand shivering and can’t control it.

He drapes his jacket over her shoulders.

Frawley reaches over, turns off his tape recorder.

He offers his card.

CONTINUED: (2)

He has to smile. Likes her, loosens up.

Frawley sighs. Let’s his head fall forward, a bit. Brings it back up.

CONTINUED: (3)

A POLICE PHOTOGRAPHER snaps shots of fallen ceiling concrete and a GAPING HOLE in the ceiling. Frawley walks through.

Boston Police Detective DINO CIAMPA (50s), follows, grinning. FBI agents work alongside local police officers from the BPD. Dino and Frawley are similarly partnered.

TECHNICIANS scan the walls with BLUE LASERS for prints. Frawley and Dino hold handkerchiefs to their noses.

They stop over the blood stain where the assistant manager fell.

Reveal a BOX OF ELECTRONICS SAVAGELY DISMANTLED.

Frawley takes in the exploded telephone wiring and then deadpans, (like the Verizon commercial):

THE VAULT - MOMENTS LATER

The busted cabinet is smeared with fingerprint dust.

Frawley, examines discarded stacks of cash. Holds up a bill with a thin magnetic TRACER STRIP attached.

Frawley’s Blackberry goes off.

TITLE: “CHARLESTOWN.”

Helicopter shot of Charlestown. We see the water. The bridge, the projects --all framing the MONUMENT at the heart of the neighborhood like a sundial.

The WORK VAN IS INCINERATED and surrounded by COPS

Establishing. Quiet outside the hockey rink. No cars in the lot. Few pedestrians.

Doug enters. The rink is dark and ghostly.

He climbs the bleachers to a dark corner. Jem’s knuckles are purple around his emerald-and-gold Claddagh ring.

Awkward silence. Attention on Gloansy.

Jem seems serious, which makes for tension in the group.

Jem laughs. Gloansy laughs, panders:

Whistle from Dez.

We see a look from Doug on the Florist line.

Jem hands Dez and Gloansy ORANGE LOCKER KEYS.

He looks up to Doug.

Out in back of the rink. It should be evident that these two are old friends.

This pisses Jem off.

Doug knows how to unwind him.

Doug and Jem enter the shop. It is a dingy little hole. Jem moves in ahead of Doug who hangs back.

We find RUSTY (65) and FERGUS COLM (THE FLORIST) a sixty year old former boxer.

Jem approaches the counter and drops a plastic shopping bag on the counter. He reaches out and shakes Fergie’s hand, deferentially.

Doug nods to Fergie from behind Jem.

Evidently this was not sufficiently respectful.

Doug doesn’t want a confrontation.

Jem drops an envelope on the table.

Fergie nods.

We’re on Fergie as the door closes.

--HIGH ENERGY SEQUENCE TO MUSIC. FRUITS OF THEIR LABOR.

--We see STOLEN CASH being exchanged for CHIPS

-- Roulette wheel. High stakes. Jem and Gloansy.

-- Doug at a Blackjack table. Dez comes up and tries to play. Doug starts losing and makes Dez leave.

-- Roulette wheel stops, Jem losing BIG this time. He points out a Hot Waitress to distract Gloansy and Dez -- then nicks chips from their dwindling stacks.

-- Doug hits 21. He rises, done, many chips in his tray.

They turn in their CHIPS FOR CLEAN MONEY

The four of them sitting around the stage -- three of them wasted -- smiling up at a sinuous STRIPPER.

Jem and Gloansy do cocaine with a stripper.

Doug sits for a private lap dance.

The guys make it back to Charlestown just as the sun crests the horizon.

A COMCAST CREW in a cherry picker examines the hacked junction box above the Kenmore Square bank.

Below, Frawley, Dino and the CREW CHIEF examine fresh wounds in a telephone pole: GOUGE MARKS left by a lineman’s spikes.

The crew chief looks down -- realizing he’s set himself up for an uncomfortable admission:

SAME - MOMENTS LATER

Dino and Frawley alone now, walking back to their cars.

ECU: Claire Keesey 321 Monument Ave Boston

And her Picture. Beautiful, even on her license.

Doug is sitting up on the Bunker Hill Monument, holding Claire’s license, looking down at her place. He watches as she leaves her house.

On a long lens, back lit, that time of day she looks like nothing he has known--he is transfixed...

Brick-walled, low-ceilinged. A dungeon of piss and beer.

Jem sees Doug.

Jem puts his arm around, slightly drunk. Gloansy rolls over holding some drinks.

Doug’s heart is only half in this ritual.

SAME - LATER

Doug at the bar, observing the scene without expression. KRISTA COUGHLIN (29) comes up and sits next to him.

She turns to him.

Doug smiles, maybe a little sad.

Doug stands and squeezes through the crowd of drinkers. He pushes through the front door...

...and out of the bar. He breathes in the fresh night air and moves off up the street.

Doug passes Claire’s apartment on Monument Square and looks up to see the lights on. He stands and looks.

A KNOCK.

Doug, barefoot, in boxers, pads into the hall to listen. He sees a shadow in the stripe of light beneath the door.

Her voice is bar-hoarse and bourbon-rich. The knocking becomes a cat-like NAIL-SCRATCHING.

The door moves faintly, her body against it. He puts his hand on the opposite side, holding it still.

He glances over at his sofa -- where the armrest has GROOVES where Krista’s NAILS have made their mark.

Then, mercifully, she gives up and retreats down the stairs; her shadow slipping back...

The morning sun is brilliant in the city. Doug sits in his car outside Claire’s apartment.

Her front door opens and she exits, cap brim low, trundling a basket of laundry.

Angle on Doug: thinking...

The bell above the door jingles as Doug pushes through hefting a sack of laundry over his shoulder. He sneaks a glance at a bank of washers Claire is filling with clothes.

SAME - LATER

Doug feigning interest in a newspaper,watching Claire’s back as she folds a load of clean whites. They are alone but for the Greek proprietor and an Old Woman watching TV.

Claire heads to a CHANGE DISPENSER in back. Over and over, she tries to feed it a crumpled dollar bill.

Tentatively, Doug approaches with a fistful of quarters. But as he nears, the dispenser accepts her dollar and rattles out four quarters -- leaving him stranded. She returns to folding her laundry.

Doug takes a deep breath -- gathering his courage.

She turns fast, startled to see him there.

There are TEARS IN HER EYES, she tries to smile again.

With Doug hovering, she scoops the rest of a load from the dryer, dumping her clothes into the basket and bee- lining for the front door.

DRYERS

Still churning around him, Doug sits in a bucket seat. A figure stands above him; it’s Claire.

Some of her remaining clothes sit folded on the table.

She looks up at him, wasn’t expecting this. Says nothing.

She’s not saying anything.

The baseball field is underneath the Tobin bridge. Jem, Doug, Dez and Gloansy in the empty stands.

The buzzer is ringing. She opens the door. Its Frawley

JUMP TO- ONE MINUTE LATER-

They are coming upstairs, she is talking fast.

Frawley sits her down on the couch, kindly:

Claire lets some of her angst go.

Not the story he was looking for.

Claire and Doug at dinner. Slightly awkward.

Their WAITER arrives with their dinner.

He laughs.

Doug wishes he had that question back.

She avoids answering. Then, softly yet plain:

CONTINUED: (2)

It becomes clear how much this is wearing on Claire by her silence.

CONTINUED: (3)

A quiet beat passes between them.

She smiles.

Doug and Claire walk across the bridge back home to Charlestown.

Did she offend him?

They walk in silence for a moment. Then Doug speaks without looking at her.

Having said their good-byes, Doug watches Claire go inside the foyer and unlock the inner door, she turns back one more time and WAVES to DOUG. He WAVES back. Stands there for a beat and mutters:

Different date, different guy.

A colonial-era pub, crowded and upscale. Claire and Frawley sit by the window.

He considers how to answer this, then:

BLACKBERRY GOES OFF. He looks at it. Nasal exhale.

He shows her his BLACKBERRY IMAGE: A JPEG STILL of the SECURITY CAMERA--GUY AT A TELLER WINDOW WITH A .22.

CONTINUED: (2)

He smiles when he sees, by her reaction, that it is.

Frawley sits at his desk, an array of STILL PHOTOS from the bank’s security cameras spread out before him.

Dino stands over Frawley’s desk, extending a piece of paper towards him. Frawley grabs it.

He names banks that were robbed, the dates of the robberies coincide with Dez’s sick days. He holds up 8X10 surveillance stills taken from each of the robberies.

Frawley can’t quite believe it.

An AA/NA meeting. A SPEAKER shares his story.

While his story goes, we push through the attendees, coming to rest on DOUG. Speaker points to woman in front.

On Doug.

Doug pulls up outside and DOUBLE PARKS. He heads toward’s her door when she EMERGES FROM IT, surprising him.

Claire is slightly taken aback, obviously this wasn’t planned, but not completely unwelcome.

He smiles. She looks at him.

They get in.

He recognizes her look as amusement. He feels the sudden sting of foolishness.

Whoops. A few beats for him to come up with something.

Doug realizes this might be bad for him.

A hospital hallway. Claire leading. Doug sees that she seems more nervous than he is.

Before Doug can come up with something to say in response, he sees they are coming up on a COP sitting in a chair outside a room. Doug slows.

David Bearns propped up against an avalanche of pillows, gauze and bandaging masking his face..

Doug stays put while Claire crosses the room and kisses his cheek.

Doug does an awkward wave, as he retreats to the doorway.

Claire exits and Doug catches up to her. They walk.

Claire says something he doesn’t catch. Doug realizes she has stopped, turns back to her.

She lets go.

She looks at him and smiles, recovering a bit.

They’re now at dinner. A WAITER refills Doug’s glass with water and Claire’s with WINE.

He laughs.

He exhales a little. Okay.

He smiles.

Doug goes back to his food.

CONTINUED: (2)

Doug just looks at her. Then he starts talking.

Claire doesn’t know what to say. We see she is extremely moved.

CONTINUED: (3)

She laughs, breaking the tension.

She sighs.

She smiles.

The look on Doug’s face is as deadly serious as we’ve seen him. She realizes this.

CONTINUED: (4)

He lifts her sleeve and sees she has a LONG SCRAPE/CUT on her arm that is ugly from where she was manhandled.

Doug walks in. Jem is watching television.

Jem stares at him, eyes thoughtful.

Doug and Jem cruise slowly through the project streets. People are out, standing around their cars.

The slowly cruise around another corner and pull to a STOP outside one particular UNIT.

The pull out Baklava MASKS, jump out of the car and grab a SLEDGEHAMMER from the trunk.

We are at the stairway landing. Doug and Jem arrive, don masks, and quickly step up to the door.

He raps on the metal door.

From within.

The door cracks, Alex is about to look through using the chain but Jem HITS IT with the SLEDGEHAMMER-- sending ALEX SPRAWLING BACK into his apartment.

Doug and Jem seamlessly continue their momentum and rush through behind the door.

Jem removes an EXPANDABLE METAL STICK and uses it to CRACK the FAT FRIEND of Alex’s across the face as he emerges to help.

Doug is all over Alex, punching and stomping him. It is a very fast, brutal flurry of violence that is more a beating than a fight--despite the fact that if anything, Jem and Doug are outsized.

Jem and Doug let up--they stand heaving and sweating over the two thugs and their demolished apartment.

Jem opens a bag of WHITE POWDER and THROWS some on ALEX’s FACE and SCATTERS THE REST ON THE FLOOR.

Jem is looking at Alex.

Jem isn’t done. He seems curious about Alex.

Alex says nothing, his face is a bloody mess--it’s all he can do to keep one eye open and hope this ends soon.

Jem’s gun comes out.

He aims the gun at Alex’s head.

BOOM! Jem shoots him in the thigh. Alex HOWLS!

BOOM! BOOM! Two shots in the other leg.

CONTINUED: (2)

Jem puts the gun to Alex’s head.

Doug grabs Jem and the gun. Looks at him.

Jem turns to both of the thugs, thinks for a beat and takes of his mask.

He shakes Doug off him.

The drive in silence. Neither man looking at the other. The city rolling by at night. Four CRUISERS ZOOM BY the other way, lights off.

DISSOLVE TO BRIGHT SUNLIGHT

Claire is gardening in her plot. Doug is watching from behind the fence. They have been talking there.

She is kneeling in the garden and the top of her UNDERWEAR is revealed above her jeans. The underwear have LILACS on them.

She half smiles half laughs but doesn’t jump up.

She stands, brushing away dirt, moving to him.

CONTINUED: (2)

She holds his look.

She smiles extends her hand.

She pushes him. He uses that as an opportunity to put his arms around her, swallowing her up, in a wide shot we see them in the garden.

LONG SHOT of our crew barbecuing in the backyard.

Doug and Jem sit on the steps of the back porch; Gloansy tends the grill; Krista and Joanie are in lawn chairs near SHYNE (2) Krista’s daughter, who clamors around a play pen.

Dez pushes through the back door with an arm-load of beers. Jem snatches one of them, and as Dez descends the steps, we FREEZE-FRAME on him and hear:

The CLICK OF A CAMERA SHUTTER...

Behind tinted windows, Dino snaps photos with a long-lens camera and Frawley watches through binoculars.

BACK TO BARBECUE

Jem takes a swallow from his beer, then turns and says something to Krista.

CLICK. FREEZE on tight shot of Doug.

The FBI’s ARMED ROBBERY TASK FORCE is gathered around a table in a conference room. FIVE OTHER GUYS listen to Frawley and Dino’s presentation.

Surveillance photos, mug shots, and rap sheets litter the table, wall, A VIDEO WALL, full multi-media.

Cops: “Not a Boston kid!” “A Townie!”

Laughter. Dino places a PHOTO of Gloansy up.

Laughter. Dino rolls his eyes. Guys start moving.

Back to the barbecue. We’re closer on them now.

A TEENAGER hops the back fence and walks toward them.

He makes a ring with his fingers the like a sand dollar.

Claire and Doug share a pizza in a Boston Pizzeria. His is plain. Hers in Hawaiian, pineapple and sausage.

This is not Doug’s favorite thing to hear.

Her momentary pause tells Doug the answer. Of course.

People walk by. We feel the day outside.

The sun is bright through the shop.

She smiles, the mood is melancholy but they are no less connected to one another.

Doug gestures to the pizza, the cafe, the day.

She sets her napkin on the table, pushing back her chair.

Claire disappears inside to the bathroom. Doug sits back, tipping his chair, looking up at a jet trail in the sky.

Someone pokes him in the back of the neck.

VOICE (O.S.) Money, Bitch.

Doug tenses -- but notices the rest of the diners eat calmly. He turns and sees that it’s Jem.

Doug glances hard at the pizzeria door.

CONTINUED: (2)

Jem steps over the low fence, drops into Claire’s seat.

Jem scoops up Claire’s slice and bites in.

Jem picks up Claire’s lemonade glass. He puts his lips on her straw and SUCKS.

Doug peels off two twenties, making to stand. He sees the pizza is “Hawaiian” pineapple and sausage.

The door opens and Claire steps back outside. Doug goes deaf -- the sound of the ballpark drowning all else, like a passing jet. Without sound, Claire’s lips say, “Hi.”

“Hey,” says Jem, chewing. He surrenders his seat with a flourish -- SOUND RETURNING to Doug’s ears.

CONTINUED: (3)

Claire nods, turning to Doug for help.

Claire sits staring across the table at silent Doug.

Doug flashes to Jem, realizes he has been following him.

Claire smiles

Claire takes up her lemonade. Her lips move to the straw. She takes a long draw as Doug looks on, helpless.

CONTINUED: (4)

Doug dead-staring at Jem now. No cracks in Jem’s facade.

Jem’s smile vanishes a moment under his dead eyes as he rises to leave.

CONTINUED: (5)

Claire watches him go. She turns to Doug.

He tried to smile it off. She reaches for her lemonade again, but this time DOUG TAKES THE GLASS from her hand.

A dank stone cellar of weeping walls. The CLANK of iron on iron. The basement has been made into a weight room.

Doug comes down the stairs, seeing Jem doing presses.

Jem sits up, veins swollen in his forearms. He sees Doug and drops a curling bar.

Jem holds Doug’s look.

In the face of Jem’s anger Doug gets Zen.

Doug turn on Jem, gives in to anger.

Doug enters Claire’s apartment, she sees him arrive on the top step. He sees her and has a slightly off look.

He says this plainly and honestly.

He laughs.

She moves toward the back and throws the line over her shoulder:

This slows him. His instinct kicks in.

He holds her look. She’s giving him nothing.

CONTINUED: (2)

She makes a sweet face.

Doug gets uncomfortable.

Doug plainly tells her the truth.

Doug’s vulnerability takes him by surprise and has a self- propulsive quality.

CONTINUED: (3)

She smiles, surprised.

The gap between them closes, and the kiss, once it comes, is at once both soft and electric.

Claire and Doug, in her bed. The camera floats over the bed, alternating between ECUs and slightly wider shots. Love scene. We don’t hear what they’re saying. The sound of score and the drift of the camera creates something impressionistic.

Doug exits Claire’s door, as high as he’s been in a long time.

The city as the sun peeks over the edge of the world.

In a series of shots we see Jem, Doug, Gloansy and Dez as they prepare.

Scrubbing down vigorously in the shower, thick brushes over hands, trying to remove as much loose skin as possible.

Preparing the weapons- Jem meticulously wipes down not just each weapon but each piece of AMMUNITION with an ALCOHOL SWAB, eliminating DNA traces.

Magazines for the AK-47’s are held together, separated only by the broken end of a paintbrush and HOCKEY TAPED together. They are then SNAPPED INTO PLACE.

Each man puts on a black track suit, taping it down at the ankles and wrists.

Dez, Jem, Gloansy and Doug huddled across from one another, in a dark space--packing weapons into large duffel bags. They place masks on top of the bags, zip, etc.

OUTSIDE THE DARK SPACE

We reveal that the four of them are inside:

We see in a parking lot across from a SOVEREIGN BANK

Frawley and Dino are parked at the other end of the lot, Frawley looks through BINOCULARS at the COMCAST TRUCK. They have the guys STAKED OUT.

A THIRD, YOUNGER, SURVEILLANCE AGENT (24) is in the back seat.

The four guys conference, Jem checking slide on a handgun.

Wider shot lets us see, as we move through the parking lot, EVERY THIRD CAR HAS UNDERCOVER OR UNIFORMS IN IT.

Frawley, Dino and the younger agent wait.

The younger agent tries to chime in.

An undercover detective comes to the car and drops a radio in the window.

Frawley goes ashen.

Jem holds up a bullet and shows it to Doug.

They start to rise.

They see the DOORS OPEN on the TRUCK!

They get out and draw their weapons.

Police move forward towards the truck. COPS SWARM.

We counter with the guys as they rise and open the door, revealing they were in a BLACKED OUT HOTEL ROOM and NOT THE VAN, they EXIT INTO THE STREET and TOWARDS THEIR WAITING CAR.

A HOMELESS GUY is waking up, having slept off his drunk. He is TERRIFIED.

This fear is matched in intensity by Frawley’s frustration and anger.

Younger surveillance agent tries to make sense of it.

He moves Frawley away.

GLOANSY drives the MINIVAN through the North End. DOUG and JEM are in the BACKSEAT. They are cruising the North End. The hold their weapons and masks on their laps so they cannot be seen from outside the car.

Children trickle in to a parochial school they pass by.

They must circle the block, orbiting while they wait for the truck to arrive. No one says a word, until:

The ARMORED CAR turns out onto the street in front of them and pulls up in front of the bank. Everyone’s adrenaline level skyrockets.

Doug reaches down and pulls up his mask, pulling it over his head. Their masks have the faces on the back of their heads and a sheer black which cover their faces--this has the disconcerting effect of making one not immediately sure if they are coming toward you or walking away.

The ARMORED CAR pulls up IN FRONT OF THE BANK and TWO GUARDS (MESSENGERS) EMERGE. One holds a dolly.

Our guys will time their arrival just as the messengers are opening the back door of the truck and loading money.

96fps on a boy on the side walk, looking into the minivan.

Angle on the minivan: three masked men with submachine guns ride by.

RAMP UP to 24fps.

The messenger opens the back. The MINIVAN DOORS SPRING OPEN SIMULTANEOUSLY.

Doug and Jem JUMP from the car, weapons out.

JEM CRACKS Messenger #1 with the butt of the AK.

Doug takes aim at messenger #2.

The GUARD FLAILS. Doug QUICKLY SUBDUES HIM, grabs the COAL BAG. He stands over the two guards, waiting for Jem.

One GUARD appears to be making a move, DOUG gets the AK in HIS FACE.

Jem GOES THROUGH THE BACK OF THE CAR looking for loot.

Passersby are FROZEN IN PLACE, STARING AT THE ROBBERY.

Jem looks through the bulletproof glass at the DRIVER, who is terrified. Jem turns his head, revealing the MASK.

Gloansy has a police scanner in the car.

Jem jumps out and Doug heads for the car. The entire armored car robbery will happen very quickly.

Frawley and his entire staff mill around their office. Frawley’s BLACKBERRY goes off. He looks at it. Then, to Dino:

They pile into the car, throw bags. Doug checks watch.

Gloansy fires up the car and they start down the street when a SIREN goes off. They all turn back to see a POLICE CRUISER bearing down on them.

Jem picks the gun back up.

Gloansy locks up the brakes. The CRUISER comes SCREECHING TO A HALT behind them.

Jem and Doug get ready to light up the cruiser with AKs.

Doug sees that behind the cruiser to one side is a schoolyard FILLED WITH CHILDREN.

Jem looks, Gloansy looks.

The minivan comes CAREENING around the corner of a narrow street, nearly taking out a bench.

A van is parked up on a sidewalk so the minivan is forced to drive up on the opposing sidewalk.

The cruiser gives chase around several incredibly narrow, ancient turns and alleys-- built to accommodate horses(and even those only narrowly) in the 1700’s. Driving though at 60 mph is harrowing.

The chase lasts about thirty seconds until a car PULLS OUT in front of them AND SLAMS ON ITS BRAKES forcing our guys to a halt.

The driver of the front car gets out, our guys go for their guns, we reveal the driver is DEZ in the ‘switch car’ and our guys are readying themselves to shoot it out with the pursuing policeman.

The guys jump out of the minivan, and leave it in the middle of the street, Gloansy grabs the bags of money while Jem uses the door for cover, taking aim at the cruiser who has pulled up behind them.

Jem starts FIRING at the car, incredibly loud automatic rifle report-BANGBANGBANG-quickly disabling it and forcing the driver out of the car.

Another CRUISER arrives from the street perpendicular, followed by a third. Jem, supported by Doug, begins firing at the police. The automatic weapons totally overwhelm the police officers who retreat quickly under the loud and terrifying onslaught.

The back is filled with JUGS OF GASOLINE. Doug OPENS ONE, dumping as much of it as he can over as much area of the interior as he can. He calls to Jem.

He stands back, cracks a zippo and lets it drop.

THE WHOLE THING GOES UP IN FLAMES.

They pile into the switch car as the minivan burns, blocking any pursuing traffic and take off.

Frawley, Dino and several agents are in the bullpen area. Frawley is staring at IMAGES FROM THE ROBBERY as they come across his BLACKBERRY.

Frawley lets the handset drop a bit.

Dino is distracted.

The Jeep Cherokee SCREAMS down the street, headed back to Charlestown. Gloansy drives without ever touching the brakes. We see he steers this car with a ‘suicide knob.’

Black and White cruisers light up their roofs. Traffic pushes back.

The Jeep flies down the wrong side of the street, headed for the bridge.

The cruisers move the traffic aside and make better speed.

The Jeep makes the bridge, zooms across it and onto Route 99 towards Malden.

We pan with the Jeep and just as it goes out of sight the CRUISERS ARRIVE, stopping traffic-- a moment too late.

The four guys are elated.

Laughter and adrenaline.

Gloansy turns onto School street, approaching the intersection of School and Main streets.

The guys grab their bags in one hand, rifles in the other, still wearing masks.

As they hit the intersection, Gloansy pulls up behind the SECOND SWITCH CAR and they JUMP OUT.

Dez, Doug, Jem and Gloansy come out of the jeep, carrying duffel bags in one hand and AK-47’s or tech-9’s in the other. They stay low and move quickly.

As they get to the second switch car, Doug looks across the street (towards camera) and sees something that stops him cold. The other four guys stop immediately after.

Reveal: A POLICE OFFICER ACROSS THE STREET-- SITTING IN HIS CAR STARING BACK AT THEM.

The cop is in his late fifties, doing lazy duty on a construction site. Now he finds himself no more than thirty feet from four guys with bags, masks and assault rifles.

Angle on our guys: not moving a muscle.

Angle on the cop: his face hasn’t even had time to react to what’s happening in his brain.

After a long beat, the cop simply TURNS HIS HEAD THE OTHER WAY, holding his stare in the opposite direction.

Our guys wait a beat, frozen still... Then they simply pick up where they left off, throw their stuff in the switch car, fire it up and get on their way.

Doug, Jem, Gloansy and Jem all tear off their masks and start stashing their weapons.

Police are everywhere. The burned out minivan is cordoned off. Dino and Frawley are taking stock of the scene.

Frawley walks closer to the minivan. The bullet-riddled cruiser is still behind it. Small yellow markers have been laid next to all the casings on the ground.

Several POLICE OFFICERS are waved over to Doug, who JOGS UP to them, carrying his hard hat. He nods at them, expecting this, and heads with them to their car.

Jem has his photo taken, done it a million times.

Doug sits handcuffed in the back, looking out over the front onto the road.

Gloansy, who has been arrested for car theft since he was eleven, is accustomed to this process and takes the piss a bit.

Something garbled is said off screen, Gloansey responds.

Doug and Dino enter. Dino waves at Doug to have a seat. There is a seat and three chairs.

Doug opts not to reply, knows where this routine goes.

Dino smiles in his eyes, tweaks his head.

Doug is opaque.

The DOOR OPENS and Frawley enters. He walks over to Dino and stands beside where he is sitting, across from Doug.

CONTINUED: (2)

Frawley takes a large file, conspicuously labeled MacRay and puts it on the table between them.

He points to photos on the wall of the armored car that was robbed.

He regains his composure a bit.

He holds up his index finger. Number “one.”

He leans over the table and looks Doug right in the eye.

CONTINUED: (3)

A moment. This sinks in.

Frawley smiles.

They all look at each other.

And he is gone.

They rise.

CONTINUED: (4)

Early evening crowd, Doug and Claire walking hand-in- hand. They come towards the food court.

Doug reaches into his pocket and produces a BOX. He opens it and reveals a DIAMOND PENDANT NECKLACE.

Claire looks at the diamond, amazed and stunned and a little overwhelmed.

Sitting on a bench. She is admiring her diamond.

She tucks her diamond away.

She looks up at him and smiles, thinks he is saying this out of misguided sympathy.

She recognizes that he is serious.

She looks at him.

CONTINUED: (2)

She looks away, seems bothered, distracted by something.

Doug is thrown for a second.

She just holds Doug’s look. She could know something. It could be his imagination.

A beat...

CONTINUED: (3)

The monster maximum security facility. Guards, fences, guns, steel. The whole ominous thing. Visitors parade in and are searched.

Doug is opposite his FATHER (70). A shrunken man, who wears a prison jumpsuit and sits opposite Doug.

DOUG’S FATHER I could tell there’s something wrong with you, what’s the fuckin’ problem?

Doug ignores this.

DOUG’S FATHER Yeah. You get in here you won’t be a fuckin’ smart-ass about it

DOUG’S FATHER Takin’ heat?

DOUG’S FATHER (contemptuous) Don’t tell me “makin’ a change.” Either you got heat or you don’t. (on to him) I heard a bread truck got dropped.

DOUG’S FATHER Read the paper.

A GUARD calls out.

DOUG’S FATHER I got something to say.

This stops Doug as he is putting on his coat

DOUG’S FATHER (CONT’D) Do you remember when your mother left?

There is a beat, Doug realizes his father is waiting for an answer.

DOUG’S FATHER I never seen a kid cry so hard. You started throwin’ up. I told you if you looked hard enough she might come back. Trying to make it better for you. Then you turn around and carried that like it was your fault. It wasn’t. There’s nothin’ wrong with you--and there’s nothin’ wrong with me. There was something wrong with your mother. Plenty. (beat) That’s the last thing I owe you. (MORE)

CONTINUED: (2)

DOUG’S FATHER (CONT'D) See you next time, (taps visitors glass) This side or the other.

A con’s leathery grin.

Frawley is at his desk looking at the internet. Dino enters.

Now Frawley looks up.

Doug, Gloansy and Dez come up a stairwell and out onto a rooftop, they look around, Jem is waiting for them.

Doug turns away, walks toward the ledge.

Dez and Gloansy watching like a tennis match. Finally:

CONTINUED: (2)

A moment of quiet. Doug looks to Jem, its all out there, now.

CONTINUED: (3)

Doug starts to walk away.

Doug continues.

Doug turns back.

No one says anything.

Jem SWINGS AT DOUG, who is quick enough where he only takes half the impact. He grabs Jem by the SHIRT and they go at it, TRADING PUNCHES, vicious and quick. Gloansy tries to break it up but has to back off.

Jem comes loose and trips, falling toward the edge of the roof. He lands and NEARLY FALLS OVER THE EDGE. Doug comes toward him. Jem raises his hand as if to say “enough.”

Doug slows. JEM SUCKER PUNCHES Doug, sending him back. He lands on top of him, throwing more punches. Doug pulls his shirt over his head, tying up Jem’s hands and puts the other hand around his neck-- holding him there. Both out of breath and bloodied.

Doug gets up and heads for the stairs.

Frawley enters, holding a MANILA ENVELOPE.

He moves past her, down the hallway into the living room.

His eyes spark to a TIFFANY JEWELRY CASE on the table. He takes out the diamond necklace like a jilted lover.

She doesn’t answer. He sets it down, exhales.

Frawley holds up the envelope.

He takes her silence as indication of consent and starts going through the mug shots.

He sets those aside.

He turns the paper over, revealing JEM’S PHOTO.

He holds a beat, his look on her. Turns over the MUG SHOT revealing an old MUG SHOT OF DOUG.

On Claire.

CONTINUED: (2)

Fregus moves through the small shop spraying flowers. His Bodyguard reads a newspaper on a small stool.

Doug enters and they both look up.

Half smile.

He reaches in his pocket. Rusty starts to stand.

A beat. He puts the money on the table. Fergie picks it up, opens it, looks inside, closes it and looks back at Doug.

He grunts a little smile out, placing flowers in a jar.

Doug stiffens a bit.

CONTINUED: (2)

Doug holds Fergie’s look.

Fergie’s accent makes it sound like “husses.”

Fergie looks at Doug, who hasn’t moved.

Angle on Doug: impassive, dark.

Fergie smiles at Doug, skeletal bad teeth.

Doug comes down the street in a hurry. He turns the corner and stops in front of Claire’s DOOR. He is FROZEN by something off camera.

A FUNERAL ARRANGEMENT rests against Claire’s door. There is no name on it, just her address, 321 MONUMENT AVE. We recognize this as a brand from the Florists.

Doug’s heart drops. He rings her buzzer. She doesn’t answer. He POUNDS the door. No answer.

He HURLS his body into the door- SMASHING it. It comes partially loose.

He KICKS the door again, twice. It SMASHES OPEN. He runs up.

Doug comes running up the stairs, breathing heavy, slows as he reaches the top of the stairs.

He takes his HANDGUN from his waist and holds it low in his right hand.

He moves the through the apartment with stealth.

Through the front living area, to a dining/kitchen, then through a ‘guest/den’ and ultimately into the bedroom.

Doug Stands in the bedroom, sensing something, not sure what it is. He moves to the bathroom, sees the door slightly AJAR and a SHADOW on the FLOOR. He PUSHES IT OPEN slowly.

We reveal: CLAIRE, SITTING ON THE FLOOR, she’s been crying.

Doug quickly sticks the gun away and moves toward her. She PULLS away.

She indicates her cell phone.

Doug moves very slowly. He eases himself across from her.

She is shaking despite herself

She moves into anger.

CONTINUED: (2)

Anger, turned brittle, breaks and tears start.

She presses SEND on HER 911 CALL.

Doug backs out, propelled by the sheer force of her energy.

Doug watches the cars rumble overhead, DRINKS A 6 PACK. He lobs beers down the hill that land crashing below.

He lines up some bottles, walks away and SHOOTS THEM.

Doug stands in the door facing the Florist Rusty.

Angle on Rusty and the Florist, unmoved.

Doug’s KNOCK brings Krista to the door in a tank shirt, nylon pants, and Tweety slippers. She straightens, surprised.

Shyne is confined to her sticky high chair, shredding string cheese into white threads.

...so they can have sex in private.

She moves off into the kitchen.

The microwave opens and shuts in the adjoining kitchen.

Doug doesn’t answer.

She enters, setting down a plate of Chicken a la king in front of him and a child’s knife and fork.

Krista looks at him for a long moment...

Doug, Jem, Gloansy and Dez sit on folding chairs by a walk-in cooler. Fergie speaks.

Murmurs, reaction.

Rusty laughs. Fergie thinks the Mastercard joke is funnier than hell. Doug stares. The guys gather round the chart. We see a FENWAY PARK SEATING CHART.

Doug, Jem, Gloansy and Dez come out. Doug turns to Jem.

The tension between them begins to ease.

Krista sits at the bar and we see Frawley is watching her. He comes over and sits next to her.

He TOASTS her his Bud, then drains it.

She smiles, Frawley drops another twenty on the bar. The drinks come quickly.

Krista throws her head back and laughs, warming to him.

He pulls out FIVE MORE TWENTIES.

He holds up one of the twenties.

CONTINUED: (2)

She just looks at him.

She’s hearing him now -- eyes wide open.

CONTINUED: (3)

Doug heads through the nearby gardens to Claire’s plot. There she is. Claire turns when the gate latch CLICKS, her bare limbs glowing in the afternoon sun, she sees him

She just looks at him.

She can’t do this.

Now he has completely exposed himself.

A HORSE’S SNORT interrupts. A MOUNTED POLICEMAN trots on the path toward them.

Claire’s eyes dampen, and she faces him.

He cuts her off.

Jem is cleaning the weapons and ammunition on a table in a basement room. Doug comes downstairs. Jem does not immediately acknowledge him.

Doug looks at the several automatic and semi-automatic assault weapons.

Jem keeps cleaning.

Jem snorts.

Doug opens a curtain revealing a view of Fenway Park.

He checks the message light on the phone, picks up the receiver, makes sure the phone is working.

HOTEL ROOM BATHROOM - LATER

Doug’s in the shower, standing under its heat. Thinks he hears KNOCKING. He shuts off the water and listens.

HOTEL ROOM - CONTINUOUS ACTION

Wearing only a towel, Doug throws open the door. A woman three doors down turns fast to the sound. It’s Krista, not Claire, with Shyne’s dead weight on her hip.

Doug doesn’t move. Krista comes up, looking past him into the room.

She holds up Shyne’s empty bottle.

He throws on his pants.

Krista sits on the edge of the bed.

Doug stiffens -- looks away.

Doug watches Shyne flash blue-green in the TV light, casting a small shadow. Krista releases him, hurt.

She looks around the room.

He grabs her, his anger eliciting a fierce smile from her. He shakes her, but can’t shake away that smile.

He GRABS HER BY THE NECK AND SLAMS HER INTO THE WALL.

Doug sees Shyne in his periphery. He releases Krista and scoops up Shyne and her doll, the child’s eyes never leaving the TV screen.

He marches to the door with Shyne under his arm.

CONTINUED: (2)

Doug opens the door and sets Shyne down gently on the hall floor. He steps back into the room, facing Krista.

He starts to resolutely move her.

He grabs her arm. She fights him --

-- POUNDING his chest, pushing her nails into his windpipe, Doug maneuvers her toward the door.

She shakes free of his grip and walks the few remaining steps out into the hallway herself.

Doug SLAMS the door on her, throws the lock.

He waits. Expecting banging, screaming -- but there’s NOTHING. When he looks through the spyglass, she is gone.

Rain. Frawley is crossing the street, listening to the cell, trying to shovel eggs in his mouth and keep the ones in the box from getting wet.

ACTION

Cruisers surround an accident: Doug’s Truck demolished against an old anchor on the dry docks, hood steaming.

Doug, Jem, Dez and Gloansy all prepare for the job. They are DRESSED AS COPS and loading WEAPONS into DUFFEL bags.

Doug checks the door and cracks the blinds slightly to look out.

Doug ignores him and goes back to loading bags.

Frawley walks in squeaking wet shoes, showing his creds -- then walks to one of the curtained bays.

Krista sits in the padded visitor’s chair, gauze wrapped around her forehead, a bright red bloom over her eye. Blood spatters her shirt and jeans.

The SERGEANT pokes his head in, nods to Frawley, leaves.

Frawley glances at the EMPTY CAR SEAT in the corner, crumb-dusted and milk-stained. Krista sees him looking.

Krista stares, eyes dampening. Frawley holds his glare.

She looks crestfallen as he makes to leave.

She looks up fast, her eyes blinking wet.

Her eyes spark to the last name.

CONTINUED: (2)

Nothing in her low-eyed look is telling -- except its duration.

The list of suspects just narrowed to one.

Krista’s chin trembles. A hard woman crumbling is an awful thing to watch.

Frawley is stunned. Then starts piecing it together.

Krista stares at the ground. Frawley zeroes in.

She looks away, her jaw quivering.

The four cops emerge with their gear. Doug looks around, all directions. She didn’t come- but she didn’t dime.

Four cops sitting in a parked Thunderbird. Gloansy at the wheel, Dez beside him, Doug and Jem in back: all wearing COP UNIFORMS. On the RADIO, a reporter is in hysterics over traffic tie-ups. Nervous anticipation is thick inside the car.

Doug stares out the window. He glances at his watch.

The two rear doors open simultaneously as Doug and Jem exit. Gloansy and Dez remain in the car. Doug and Jem start toward an entrance under the green monster.

Steadicam, Doug and Jem through the crowd, around the ballpark, into the entrance.

Jem BANGS HARD ON A BANK OF EXIT ONLY DOORS. We stay with them in STEADICAM real time.

The DOOR OPENS revealing the INSIDE MAN (55). He is the PARK HEAD of MAINTENANCE. His Izod shirt is tucked in over his belly. He sports a gold pinky ring and the tan from his most recent trip to bet Jai Alai in Florida has yet to fade.

He eyes them with deep regret, not a bad man--just a guy with a sickness who couldn’t get out from under.

Doug holds his look as he passes: the face of a dead man.

The Inside Man leads them through the doors and onto an open metal staircase. They go DOWN ONE FLIGHT.

As our camera counters, we reveal an open MAINTENANCE door the size of a truck that opens out on to LEFT FIELD and the GREEN MONSTER SCOREBOARD. It is odd to be so close, the field almost unnaturally green.

WORKERS mill around, no one gives them a second look.

The Inside man leads them into his office, a menagerie of lawn tools, odds and ends-- and gestures toward a small DOOR IN THE BACK.

They step through the door and find themselves in a CAVERNOUS AREA UNDERNEATH THE SEATS.

The Inside man indicates that this where they’ll PART WAYS.

Jem and Doug continue and are able to walk, unobserved all the way around the park and into the REAR TUNNELS. Since that would take too long to do in real time we

Jem and Doug proceed to an UNMARKED DOOR.

They move through it. It leads into the security tunnels. They down the tunnels.

NOW THEY SEE THE GUARDS IN THE MIDDLE OF THE TUNNEL, PREVENTING THEM FROM GETTING ANY FARTHER.

Two ARMED SECURITY PERSONNEL in blue shirts stand talking to a YOUNGER SECURITY GUARD, ERIC in a RED SHIRT. Doug starts at them, his voice BOOMING inside the tunnel.

The Guards peer down the long tunnel. Jem’s hand is on his waist.

The Red Shirt (ERIC) comes hustling up -- young and jittery.

The concerned Guards put their hands on their holsters.

The Guards step into the far end of the tunnel.

GUARD #1 No call from us.

JEM GUARD #1

(closer) (raising one hand) Who called it? Hold on. Where’s Mike?

JEM GUARD #2

ID! Let’s see some ID! Hold on, hold it, now.

Guard #1 drops down into a protective crouch.

JEM DOUG

Whoa, whoa! Don’t do that.

Doug pushes Eric flat to the ground.

JEM DOUG

For our safety! I want IDs Get down! from everybody.

GUARD #2 Wait, hey!

Panicky Guard #1 pulls the sidearm from his holster.

CONTINUED: (2)

Both Doug and Jem DRAW AND AIM.

GUARD #2 JEM

We did not call! Stop resisting!Get down!

Cursing, Guard #1 yields, lying on his belly, arms out. Jem approaches, stepping on his wrist. Guard #2 relents.

Doug hustles to Jem’s side, quickly binding their hands with plastic ties and taking their radios.

DOUG AND JEM PULL MASKS UP FROM INSIDE THEIR COLLARS, only their eyes are exposed.

GUARD #1 (look of terror) I don’t want no trouble.

Doug grabs Guard #1. Checks watch, looks to Jem.

Jem is staring at GUARD #1. Who is DOUBLED OVER in pain.

Doug is outside an open stall. Guard #1 has his trousers down and hugs his bare knees. Jem at the open door.

Jem watches over Guard #1 and the others while Doug approaches the money room, it has a steel door and concrete walls. There is a smoked glass window. He has Guard #1. Doug calls loudly to the security guys inside the cash room that cannot be seen but that can hear him.

Guard #1 looks surprised.

Nothing from the cash room.

CLACK goes the cash room door, opening.

VALHALLA --BIG BRICKS of CASH- Counting machines.

Doug and Jem pull out all the cash.

ARNOLD and MORTON are zip tied.

Jem dumps off two heavy racks of coins, the rolls BURSTING nickels and dimes to the floor.

Jem tosses cash parcels at Doug who bags them.

MONEY LOADED on a DOLLY, they set to roll out.

Jem and Doug look at each other, loaded up with a HUGE BAG OF MONEY.

JEM AND DOUG TAKE: TWO HOSTAGES AND A DOLLY OF MONEY

They head toward the LIGHT AT THE END OF THE TUNNEL.

Arnold is one of those guys who starts talking when he gets scared.

Long beat as they roll down the hallway.

THE ARMORED TRUCK HAS ARRIVED.

There are THREE BAYS where trucks can pull in and off- load their goods into the warehouse like room. The armored truck is in BAY ONE.

BAYS TWO AND THREE ARE CLOSED with a metal grate.

Doug sees the driver of the armored car is a WOMAN -- frizzy-haired, startled.

SHE SEES THEM, TOO! She fumbles the keys in the ignition, STARTING UP THE TRUCK.

The LOCKS RESET; the rooftop BEACON SPINS. Tailpipe COUGHS diesel smoke. But the bay door is still closed -- she’s got nowhere to go. Driver begins talking fast into the handset of a ceiling-mounted radio.

GUARD #1 Assholes fucked up. Sandy’s locked in there. She’s calling five-oh.

Doug produces a walkie-talkie, pressing the call button.

Doug hits the switch on a second bay door, which crawls open.

Dez, in his cop slicker, enters holding his Beretta on the bound TAIL-CAR DRIVER Black Suburban.

The Suburban then BACKS INSIDE the bay, trunk end first. Gloansy leaps out, engine running, taking the Tail-Car Driver from Dez and walking him over to the Guard #1. Doug makes a remark to the tail car driver.

Dez touches the radio wire looped over his ear.

Doug nods calmly -- trotting with Dez to the idling can.

Outside the “1912 Fenway Park” facade, Frawley opens his trunk and puts on his nylon FBI vest. He pulls his REMINGTON 870 TWELVE-GAUGE from its sleeve, Dino’s Taurus pulls up.

A blue police CAMPER idles: the Entry and Apprehension Team Mobile-Command Center. Two pairs of EAT COMMANDOS emerge and approach Frawley. Frawley indicates the main pedestrian concourse.

One cop interrupts him.

Frawley starts running that way.

Jem and Doug load the money into the follow car. Doug sees something shiny over Jem’s shoulder.

It’s a small mirror on a long pole poking through a crack in the wall. Doug opens up, SHATTERING the mirror -- DEAFENING. The pole clatters to the floor.

The dock suddenly fills with ricocheting fireballs: STARFLASH ROUNDS.

Jem FIRES as they take cover. Jem breaks off his empty mag and reloads, cursing.

There is ANOTHER EXCHANGE OF GUNFIRE. The HOSTAGES are yelling and screaming. Gloansy peeks out a door.

He leaps out, SPRAYING gunfire, then leans back in again.

THREE GUNSHOTS CRACK from a different direction. Dez’s knee explodes and he SHRIEKS in agony -- twisting and falling.

Doug rushes to him, dragging Dez to the rear tire of the can. Hostages are YELLING.

Doug searches for the source of the gunshots. Dez, white as a ghost -- his knee blown off -- sits in a widening pool of his own blood. Then -- MORE SHOTS, over their heads.

Jem ADVANCES, FIRING on a SOURCE OF FIRE and BACKS OFF some of the EAT guys. His .762 Rounds BLOW OFF PIECES OF EAT SHIELDS.

Doug HOLLERS, but then sees: The shots are coming from the gun ports INSIDE the truck. The Driver has them pinned down.

Ducking low, Doug sees Gloansy’s feet on the other side of the can’s wheelbase. He YELLS his name, but Gloansy can’t hear him. He rips off his walkie-talkie and slides it under the truck, striking him in the shoe.

Gloansy crawls and HITS the plunger -- the bay door RISING.

But Doug was right: the driver PANICS, jumping into the front seat and POWERING FORWARD, SCRAPING the can against the brick door frame, lurching out onto Van Ness.

Frawley watching as the Provident truck comes out, beacon twirling, SURGING toward him. Other cops rush up, FIRING - - wasting rounds against the grill and windshield.

The truck SKIDS on the wet road, then over-corrects, veering toward the sidewalk on Yawkey -- and RAMMING THE MOBILE COMMAND UNIT HEAD-ON.

The blow is TREMENDOUS: the camper BUCKLING AND GRINDING on its rims, tearing up asphalt and uprooting ornamental trees. Cops tumble out of the open end, hurt and crawling away.

Now that the full tactical team is assembled AND they know there are armed men firing at them from inside, the firing becomes a continuous assault.

Jem and Doug are firing back but they recognize that ultimately they are going to be overwhelmed. There will be improvised dialogue to this effect and a lot of shooting from inside the loading dock back out to the tactical guys, with Jem’s rounds being the only thing that keep them at bay.

Gloansy darts to the can and lifts Dez over his shoulder - - Jem emptying another magazine as cover.

Gloansy throws Dez into the Suburban, SLAMS THE TRUNK SHUT, and climbs inside.

Gloansy gets their attention-

This self sacrifice is acknowledged by shared looks- broken off quickly as gunfire comes through the door.

Gloansy heads for the follow car.

Doug turns and runs the length of the cave, hitting buttons on every bay door -- all of them rising.

The Black Suburban shoots out of the second bay door. It starts in the opposite direction of the ARMORED CAR, but APPROACHING CRUISERS make it cut back in a controlled skid, racing toward Frawley.

Frawley works the pump action on his shotgun: BLAM! -- MISSES the first shot, sparks kicking up off the asphalt. He jumps the curb, careening into the parked Thunderbird. Several other OFFICERS FIRE. GLOANSY JERKS HARD to the RIGHT and then has to OVER CORRECT.

SOUND OF GUNFIRE AND A CRASH FROM OUTSIDE

One empty duffel remains on the floor by the cart. Jem moves to it, STUFFING IT WITH CASH.

Jem raises the Tec-9. Doug backs off. Jem can taste his guilt.

Jem staring at Doug -- holding the gun on him.

More SIRENS.-- His eyes and gun never leaving Doug.

Doug OPENS HIS ARMS, awaiting Jem’s bullet.

Jem stares at him until...his gun comes down. Jem hefts the bag and turns and exits back into the park.

SIRENS AND FLASHING BLUES arrive. In the Suburban, Gloansy is slumped against the blood-streaked window and deployed airbag, unmoving. Dez crumpled to the floor of the passenger seat.

The place is SWARMING WITH OFFICERS.

Frawley is down on his haunches behind a patrol car, his shotgun on his knees, which are bobbing and jumping with adrenaline.

Frawley rises, searching for Dino among the crowd of cops and umbrellas -- finding him talking to a POLICE CAPTAIN.

Frawley looks at the armored truck at the camper wreck.

He looks back up Van Ness: a sea of cops.

Doug moves back through the tunnel. He opens a door the leads him onto a MAIN CONCOURSE.

He walks up some stairs and out a SIDE DOOR.

Frawley is trolling slowly and sees ONE OFFICER off in the MIDDLE DISTANCE who doesn’t appear to be engaged.

Doug crosses the street briskly. Painful glances at the smashed Suburban at the far end of the street.

Then, ahead of him, he sees Jem with his duffel -- a man in an FBI vest (Frawley) trailing him. Doug looks at freedom--looks back and follows Jem.

Frawley following Jem along a row of parked cars.

Jem stops, motionless. When he turns, he turns firing his shoulder-harnessed Tec with a sweeping arm motion.

Two cops drop a sawhorse and run. Frawley spins away-- just in time. Jem FIRES. BYSTANDERS scatter.

Jem methodically comes after Frawley, who scrambles back on his haunches. He is shooting to kill Frawley rather than escape and if he hadn’t run out of ammunition-he would have.

ON DOUG

Two other Cops run past, one YELLING to Doug:

He sees Jem break across the street, bag in one hand, Tec- 9 in the other. Frawley stalking Jem with a shotgun.

Jem heads for a crowded McDonald’s, a panicked, grainy voice SCREAMING at him on the Drive-Thru speaker.

ON FRAWLEY

Shotgun to his shoulder. He FIRES WIDE, hitting a stand of free Apartment Guides in front of Jem, stopping him and keeping him away from the McDonald’s.

Jem cuts back the other way as people stream out of McDonald's. People are running in all directions.

ON DOUG

Seeing Frawley, panicked, looking almost childlike trying to pick up and load dirty shells from the gutter. Doug lines up A PERFECT SHOT AT FRAWLEY...

Doug tenses, waiting -- but does not take the shot.

ON JEM

Holding the money bag as a shield now, he crosses the intersection, where MORE COPS lie in wait. A FLURRY of rounds peck at his vest, his leg, his shooting arm.

Jem spits rounds back. He staggers up the ramp to an Osco Drug, arriving just as a Clerk inside locks the door. Jem stutters GUNFIRE, SHATTERING the glass -- until his Tec runs out of ammo. He throws it to the ground.

He produces a Beretta and CONTINUES FIRING.

Frawley returns fire, hitting JEM in the HAND.

Jem raises his extra pistol in his bloody hand. Frawley squeezes one blast low -- BLAM! - and one high.

JEM FALLS BACK, backpedaling until finally he falls off the wet curb and drops hard onto the road, back against a MAILBOX.

Doug looks back at him. A sea of police officers, skulking behind cars, holding weapons. Bouncing brass, glass and distant sirens are the only sounds.

Jem sees a DISCARDED MCDONALDS SODA, dropped in the panic.

He strains to reach for it and finally grasping it, he takes a pull from the straw, quenching some deep thirst. Closes his eyes, he puts the GUN UNDER HIS CHIN AND FIRES.

The Police now enjoy a burst of courage and begin FIRING.

DOUG’S POV: Jem lying in the middle of the road, cops firing. Torn cash blowing everywhere.

Doug stares out at his friend -- his brother -- dead in the streets.

Something washes over Doug. He looks at the Beretta in his hand -- then holsters it, as he walks away.

Doug walking almost in a trance, kids staring up at the beat cop. He sees nothing.

It starts to rain.

Doug stops, looking at the storefront window with hatred.

The bell RINGS over the door as he enters. Doug waits a few airless moments -- Another funeral arrangement lies in the shop--like the one for Claire.

-- until Rusty pushes through the black curtain behind the counter. He looks up eyeing the cop like any customer. Then he recognizes Doug’s face. Doug indicates that Rusty should come, in a hushed, secretive manner.

Rusty comes to the counter and the second he turns his head, Doug puts a GUN to it and PULLS THE TRIGGER, killing him instantly.

The back room is empty.

Doug enters, comes to the center of the room. He sees a SMALL DOOR, slightly open, lifts his gun.

The door opens and Fergie comes through in his sweatpants, holding a BOSTON HERALD in one hand and a .45 in the other he stands seven or eight feet from Doug.

They start SHOOTING at one another.

Rather than sexing it up-- the feel should be of watching people shoot one another on surveillance video: wide, detached and oddly pedestrian.

Doug has the clear advantage of a VEST and after five or six shots Fergie BUCKLES and DROPS to the floor abruptly.

Doug walks over to him, unsteady, now realizing he has been hit once or twice himself. He replaces his empty clip with a new one, chambering a round.

He kneels next to Fergie who lies on the floor (now we see blood coming from Doug’s neck) and puts his gun in the florist’s CROTCH.

BOOM-

Frawley listens to a COP give his SHOOTING STATEMENT to an INTERNAL AFFAIRS OFFICER, exaggerating his role.

Shows a gun held in front of the chest pointing skyward.

Frawley tunes this guy out

Then a flurry of activity among the cops nearby. A passing cop’s police radio drones:

Dino and Frawley look at each other.

Dino hails a passing plainclothes DETECTIVE he knows.

Frawley steps forward into the rain.

Doorbell RINGS. Through the door glass, Claire sees the outline of a policeman. She cautiously opens her door.

The cop raises his head. Claire sees Doug’s face -- and the dirty, bloody hand at his neck.

Her hand goes to her mouth, eyes wide.

Doug is LOWERED slowly onto the floor, then we see he is resting on her leg- she is holding him there, trying to be careful with him.

He is dying.

Doug looks up at Claire, consciousness starting to come and go

She is holding his hand, trying to keep pressure on his neck.

Frawley arrives at the open door. Seeing the blood trail on the floor, he draws his SIG-Sauer and moves inside --

-- finding Claire kneeling beside a dying Doug MacRay.

Frawley comes up on the other side -- tugging the Beretta from Doug’s holster. Doug just watches him take it.

Frawley finds and grabs a telephone.

He sighs, why is he always the bad guy? Shakes his head, ‘no.’

The feeling this gives Doug is worse than dying.

Frawley looks at Doug and Claire, confused.

Doug’s eyes fix on Frawley, then he nods. Something seems to have come free from its moorings in him.

The smallest of smiles- mostly in his eyes. His pupils start to PIN.

MUSIC CUE

She eases Doug’s head into her lap, and begins stroking his hair as though comforting him to sleep. She sees his hands are covered in dirt, as if he’d been digging. She studies him -- as he studied her when she was blindfolded. For a passing moment, she is overwhelmed with grief. Then -- as if responding to some inner voice -- she straightens her back, composing herself.

CONTINUED: (2)

Doug’s eyes fix on something in the distance -- she rocks him a little, slowly enough that we see just the smallest movement in the frame to match our

MOVEMENT INSIDE A CAR. THAT SAME RHYTHMIC MOTION

We’re tight on something, not clear what it is, light is flaring and something is moving. We realize now we are in CLAIRE’S P.O.V. IN HER BLINDFOLD.

Doug is riding next to Claire in the back of the minivan. Gloansey is driving and Jem rides shotgun. Claire’s blind fold is wrapped tight around her face. She is silent. Doug is pressed close to her.

Doug looks out the window and sees the BEACH as they approach. He whispers in her ear so that no one else can hear.

Claire has been released from the car but still wears her blindfold. She walks forward on the beach toward the water nervously, unable to see where she’s going. Over this we hear the words Doug has just spoken to her.

Her toes touch the water. She pulls at the blindfold, yanking it loose.

Looking up she sees a giant AIRLINER FLYING OVERHEAD as it TAKES OFF.

Black.